All That Remains

by JackRipper

Rating: teen
Tags: Spike, Horror, Starlight Glimmer, Twilight Sparkle, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 3394

Starlight and Twilight are at an impasse. Equestria must be saved, but at what cost? ~ A dark twist on the Season 5 finale.

Twilight Sparkle is at her limit.

She has long since dismissed her original objective, forgetting exactly why she is stuck in this alternate timeline in the first place. Her only mission now is to stop the mare in her way— an adversary with uncanny magical strength and indefatigable purpose.

It’s time to finish this... once and for all.

Cover art by Huussii on Deviantart.
A dark twist on the Season 5 finale.
Proofread by Lightwavers and Level Dasher.
Edited by Dreams of Ponies.
Featured 8/28/17 - 8/31/17!

Published 2017-08-28 17:20:06 UTC
Last updated 2017-08-28 17:20:06 UTC

Ashes to Ashes

Twilight Sparkle was at her limit.

She had underestimated Starlight’s resolve. The mare was far more capable than Twilight could have imagined, and her fatigue had long since become apparent.

Twilight panted. The wind tore the sound away before she could hear it. She stepped forward, ignoring the feeling of another primary feather falling from her wing.

Starlight didn’t allow her the luxury of regaining her breath. Another bolt of magic raced toward Twilight, which deflected off of her newly cast shield spell.

“Starlight, nothing good will come of this! I still believe you can be a good pony!” Twilight implored, gazing at the hollow expression of the mare standing on a cloud above her.

Starlight scoffed, kicking at the cumulus she stood upon. “I never considered myself to be a good pony, Princess. I figured you would have learned that by now.”

Twilight had learned that, and it wasn’t long after the thousandth loop before she’d begun considering the... alternatives to reformation.

She shuddered at the thought.

“Twilight..." Spike whispered to her, his claw digging into her side for extra support.

Twilight nodded, her left ear twitching as another stray gust of wind blew past them. It was only a matter of time before Starlight would send them back again; her voice was falling on deaf ears.

“This is pointless. We both know you can’t beat me, so why don’t you just give up?”

Twilight grit her teeth, her gaunt appearance overshadowed by the sunlight cast over them.

“We shouldn’t be fighting in the first place,” Twilight replied, causing Starlight to cackle at her as she fired another bolt of magic. A lone feather was sliced in half as Twilight just managed to dodge the attack.

She could feel her energy ebbing away, and the added weight of Spike on her back only compounded her misery.

“And that’s your problem, Princess! You are so obsessed with your little harmony shtick that you can’t even consider another option. It’s pathetic; no wonder you can’t beat me.”

Twilight held a wing above her head as the sunlight began to blind her eyes. If she could just stall for a little while longer…

As her luck would have it, Starlight turned away from her and hit Rainbow Dash out of the air with expert precision, grinning as the magical vortex appeared above Twilight’s head.

“See you on the other side, Sparkle.”

Twilight felt her breath escape her body as she slammed into the asphalt, her wings fluttering uselessly against her sides as she did nothing to prevent the fall.

Spike fared no better as he had hit the ground from a distance twice as high, groaning as he cradled his chest in agony.

Her heaving continued unabated as she sucked in as much air as she could, Starlight hovering effortlessly toward them.

“Hey, Princess, I don’t know if you’re aware of this or not, but you have wings to help you brace your fall.”

Twilight growled as Starlight chuckled at her expense. She ultimately said nothing, still recovering from having the wind knocked out of her.

“I have to admit, I didn’t think it’d get this boring. I thought you’d actually be a competent opponent, but…” Starlight grinned. “...I guess it’s alright to be wrong once in awhile.”

Without another word spoken, Starlight locked Rainbow Dash in place as she looped around the circuit. Twilight could do nothing but glare at the smug unicorn in front of her.

“I wonder if you’ve seen the same timeline twice in a row yet. What loop are we on now? One hundredth? One thousandth? I lost track a long time ago,” Starlight taunted, clapping her hooves together.

Twilight growled as she felt her hair being tugged backward from the force of Starlight’s spell. Spike clutched at her neck, bracing himself as the aether sucked them away once more.

Twilight had enough energy to glide herself and Spike to the ground safely, before her knees buckled as spots dotted her vision, everything fading to black soon after.

Once again, Starlight’s sickeningly saccharine voice chimed in front of her.

“This is utterly rich. I expected you to last at least a little longer, Princess.”

Twilight’s eyes fluttered as she saw the vague outline of the mare in front of her. She had no energy to move her hooves, let alone stand up; even breathing was becoming difficult.

She let out a heavy sigh as her heartbeat began to slow down. For once, Twilight was beginning to feel calm again. She felt herself relax as the tension in her muscles slackened.

All she had to do was… sleep.

…

Really? You’re gonna let this mare beat you down that quick? C’mon, Twi. I know you’re an egghead n’ all, but you gotta have more endurance than this.

A voice other than Twilight’s own rang inside her head, snapping her out of the false serenity.

As much as I’d hate to admit it, she’s right, sugarcube. Yer the strongest mare I know. The only pony stoppin’ ya from beating her is yerself.

Twilight’s eyes shot open as intense clarity washed over her. Starlight was standing across from her, a bemused smile plastered across her face.

“Oh? Looks like the princess has a little more life in her.”

I wish I was there with you, Twilight! Zipping around that much must be fun! Oooh… has there been a timeline where I’ve been a villain yet? Please tell me there is… I want a turn!

Twilight felt a rush of energy surge through her body as she began to pulling herself back up, grunting in pain as she moved her strained muscles.

I don’t think I’d be able to stop her, myself. But I believe in you, Twilight.

A confident grin spread across Twilight’s face, the newfound energy flowing through her as her violet eyes filled with determination.

That’s it, darling, teach her how to respect a princess!

With a resolute sigh, Twilight stared down her foe.

“You’re going to have to try a little harder than that, Starlight.”

Starlight glared as she shot Rainbow Dash out of the sky yet again, her expression molding into a demented grin.

“Finally.”

Twilight wasted no time. Landing on the asphalt, she placed Spike on the ground and bolted toward Starlight at breakneck speeds.

“So you finally grew a backbone… it’s about time you showed some initiative, Pr—”

Starlight yelped in shock as Twilight slammed into her, crying out in pain as the two of them hit the pavement.

“What the f—”

A hoof slammed into Starlight’s muzzle, a hard crack ringing through the air. Twilight hissed as she attempted to shake the pain away, jarring her from her mania.

Starlight threw Twilight off of her, igniting her horn in retaliation. “You bitch.”

Starlight’s aura dissipated from her horn as a bolt of magic zipped past her right cheek. She screamed. She turned her head, revealing a burnt patch of fur.

At that moment, Starlight felt her breath quicken— she hadn’t realized how much she was bleeding. The acrid taste of iron nauseated her as she took a fearful step backward.

She cupped her face with her forehooves, staring blankly at the puddle of blood that had formed.

She gaped as a magic shockwave hit her square in the chest. A sickening crunch resounded as she lost her balance and toppled backward.

Twilight continued to approach her as a violent violet aura enveloped her horn. Starlight’s hooves shook, her pupils shrinking to pinpricks.

“Gck! W-wait! S-s-stop!”

She flailed her forehooves in front of her, tears of anguish forming in the corners of her eyes as Twilight approached her.

“D-do you want to know what happened to me, Princess? Why I am the way I am?”

Twilight almost resisted Starlight’s words; her lesser self told her to incapacitate her right then and there. There was a good chance that this was all a ruse. But this was the most progress she’d ever made with Starlight, and her curiosity was winning her over.

Spike had caught up to the two of them, standing as close as he could without falling through the clouds. Twilight spotted a glint of fear in his eye, his claws shaking from her suddenly aggressive disposition.

“Okay. I’ll trust you. Just don’t… don’t make me do anything I’ll regret,” Twilight whispered.

Starlight gulped, wasting no time as she cast the spell.

A single tear fell down Starlight’s cheek as the three of them left Cloudsdale.

It was a cool autumn, if the colors of the leaves were enough to go by. Twilight couldn’t feel the chill, though, only the dread that was slowly sinking into the pit of her stomach.

“Home sweet home, Princess,” Starlight huffed, not bothering to hide the disdain in her voice.

Truth be told, the village that stood before her was normal-looking, quaint even. It almost reminded her of Ponyville, though something was still off. It was like an uncanny replica that hadn't quite made the cut.

“I think it’s kind of nice,” Spike said, taking the words out of Twilight’s mouth.

Starlight’s cold expression hadn't faded. “I suppose it would look nice to an outsider. Unfortunately, appearances are more than skin-deep.”

Without uttering another word, she stepped into town, Twilight and Spike trailing behind her.

“I suppose I’d still be at school, given the time of day,” Starlight muttered to herself, turning heel and changing her course.

“How far back are we?” Twilight asked her, taking a cursory glance at the ponies that walked among the streets. They did not react to her presence in the slightest.

“I was only a filly when my life went to hell.”

Twilight didn't meet Starlight’s eyes. “I… see.”

She didn't know what she was expecting, and the uncertainty only amplified Twilight’s anxiety.

The three of them approached a decrepit-looking schoolhouse, the front of it blocked off by an ominous black cast-iron gate. It creaked violently as Starlight nearly forced the gate off its hinges.

“I don't think they ever bothered to fix the damn thing either,” she remarked as they entered the main courtyard.

The inside was as dilapidated as the outside. At least there weren't as many cobwebs. Twilight held her breath, not wanting to inhale the deadly cocktail of asbestos and paint thinner that permeated the air.

Starlight stopped at a window that bordered a classroom near the edge of the schoolyard, nodding her head and prompting the two of them to peer inside.

“I bet Celestia’s School for Gifted Unicorns was nice, wasn't it, Princess?” Starlight asked her, sneering at the scene that unraveled before them.

Inside, a filly Starlight looked downright exhausted, attempting to levitate several textbooks while her teacher stood behind her, eyeing her with a predatory gaze.

“Again,” the teacher barked, causing young Starlight to wince.

The filly barely had enough energy to lift her head, let alone ignite her horn. She sniffled and wiped her tear-stained cheeks, avoiding the silent, judging looks of her peers.

“I-I can’t—”

The teacher raised a hoof and cracked a ruler against the back of Starlight’s head, eliciting a cry of pain from her as she nearly collapsed to the ground in anguish.

“You can. You just choose not to because you’re lazy, filly. Get up and try again. I won’t have failures in my class.”

Starlight raised her head, tears streaming down her face. The teacher didn’t even acknowledge her. The scraping of her ruler against a desk serrated the silence of the classroom.

Just then, the school bell rang aloud, saving Starlight from her despair. Twilight let out a sigh that she didn’t know she was holding in, pulling herself from the windowpane while staring at the filly as she exited the classroom.

“Not easy to watch, was it? Imagine trying to live through it,” Starlight said, her cold eyes trailing along the school’s facade.

Twilight elected to say nothing as she and Spike followed Starlight to her former home.

The three of them watched as young Starlight opened the wooden gate leading to her home, the white paint peeling off its walls and its windows entirely caked in dust.

“We can follow her through the front door—it’s unlocked,” Starlight said, trailing after her former self.

Twilight raised a brow. “How do you know the front door is unlocked?”

“I remember I always kept it unlocked, in case I ever needed to run away.”

Twilight and Spike exchanged nervous glances as Starlight slowly opened the front door. At first, Twilight was worried that Starlight’s parents would react to them trespassing, but after seeing the random refuse haphazardly scattered across the floor, her fears were abated.

Young Starlight stood in the living room, twiddling her hooves as she stood before her father, his eyes glazed over and glancing at the newspaper in front of him.

“S-so, at school t-today, I nearly managed to levitate something,” Starlight stammered, earning a not-so-impressed look from her father.

“Weren’t you supposed to have mastered levitation by last week?”

Starlight’s eyes widened as her stuttering worsened. “W-well, y-yes. B-but I-I’ve almost figured out how to do it. I-I just need more time.”

His glare hardened. “You’ve been given plenty of time. Why don’t you do something you’re good at instead? The two of us could spend a little more… time... together.”

Starlight’s eyes met the ground as her father’s lips curled into a wicked smile. He stood up, gently putting a hoof on her withers, her fur standing on end. “You wouldn’t want to disappoint your father, right, Starlight?”

“I-I-I’m going to go play w-with Sunburst,” Starlight managed to blurt out, running out the back door without looking back.

Her father clicked his tongue in annoyance as the back door slammed shut. “Oh well, she’ll be back soon enough.”

Twilight adopted a look of disgust as she promptly stepped out of the home, wishing to erase the callous stallion’s face from her mind.

“Time for our last stop,” Starlight said, her face adorning a similar expression. “Wouldn’t want to miss the grand finale.”

Sunburst’s house was different from the rest of what Twilight had witnessed today. It was painted a pleasant dandelion color. The windowsills were lined with a variety of flora, contrasting the weeds that grew on the cobblestone sidewalks. The lawn, of course, was as neatly kept as the rest of the house’s exterior.

It was the nicest looking house Twilight had seen thus far.

“My haven,” Starlight whispered, gently placing a hoof against a nearby window, as if to draw out the warmth that surely emanated from within.

Inside, the young filly and her friend giggled.

“Starlight, watch this!” Sunburst exclaimed, a flurry of sparks flying out of his horn like a little light show.

The filly giggled once more, the smile on her face spreading while Sunburst studied her.

“You were crying again, weren’t you? Your eyes are red.”

Her giggling stopped as her ears drooped low. “It wasn’t that bad, he didn’t even hit me this time.”

He raised an eyebrow. “H-how about school, then?”

Starlight said nothing, shivering as Sunburst scooted up next to her and wrapped a hoof around her shoulder. Her breathing slowed as she visibly relaxed against his touch.

“It will be over eventually. You just have to put up with it until you can live on your own. You’re strong, you know,” Sunburst assured her, parting a lock of hair that obscured her eye.

“I don’t feel very strong.”

He chuckled. “You’re a good fighter, you know how to hide your strength, even from yourself.”

She giggled again, leaning her head against his shoulder as she gently rocked against him. In that moment, the two of them just sat there, content in each other’s company.

Twilight glanced over at the unicorn next to her. She was shaking. Her breathing was heavier now.

“I think it’s about time I left, Sunburst. My father’s going to get angry with m—”

In that moment, the filly propped her hoof against a tower of books as she stood up. The stack wobbled for a moment, before toppling over.

Starlight yelped as the entire stack of books was encased within Sunburst’s golden aura. A single bead of sweat ran down his face as he levitated the books above his head before dropping them to the ground.

A bright flash filled the room, the light refracting off the windows as Starlight shielded her eyes from the luminosity.

“I… I did it. I got my cutie mark!” Sunburst exclaimed, letting out a happy whinny as he ran outside to show his parents.

Young Starlight just sat silence, eyes wide and mouth gaping as the locals praised her best friend for his accomplishment.

“And then I never saw him again,” Starlight whispered, stepping away from the window and wiping her eyes with her hoof.

Starlight let out a heavy breath. “My father denied my request to send him any letters. And Sunburst’s family didn’t want to get involved with me and my dilemma. I wouldn’t know where to go even if I tried to run away. All I knew was that he was in Canterlot while I continued to rot in this little hellhole of a town.”

Twilight took a step back. Starlight’s ire grew further.

“Cutie marks are locks and chains, princess. They are a destiny you don’t have the key to, and this village was my prison. They define you and destroy everything else you are. I can’t let them exist.”

Starlight fired a concussive blast of magic. Pain erupted from Twilight’s chest, her scream muffled after flying back several feet and eating the dirt.

“Twilight!” Spike cried out, before ducking for cover behind the house.

Starlight grinned as she approached the alicorn. “Now, where were we?”

Twilight’s eyes shined a phantasmic hue as her body was engulfed in a white light.

“What?!” Starlight growled as she ground her hooves into the dirt.

I know you can kick her flank at least twenty percent harder!

“You’re wrong, Starlight,” Twilight said, lurching forward at nigh-impossible speeds. She transformed into a whirl of color as she hooked Starlight’s jaw, nearly knocking her to the ground.

Show her how we do it at Sweet Apple Acres, sugarcube.

“Cutie marks are what bring us closer together.” Twilight spun around and bucked Starlight in the chest. She hacked up blood as she was thrown back from the force of Twilight’s kick.

Show that meanie who’s boss! Oooh, throw a pie at her!

“My friends and I share a bond through our cutie marks.” Twilight zipped around, a pie manifesting from the aether before slamming into Starlight’s face.

“A bond that will never, ever break.”

Don’t be afraid to face your fears, Twilight.

Twilight’s aura glowed pink as her wounds began to heal. “You need to understand that.”

Show her what you’re really capable of, darling.

The glow from her horn increased in intensity as she pulled crystals from the ground, launching them at Starlight.

“Enough!” Starlight screamed, raising a magical shield in front of her, the crystals shattering against it. She seethed as she wiped away a mass of blood and whipped cream from her face. “We’re going to finish this, right here, right now!”

Twilight’s eyes widened as a tsunami of mana barreled toward her, leaving her nearly no time to get aw—

Thud.

The spell had ceased. Twilight and Starlight stood across from each other in silence. Between them lay a filly.

The filly... was Starlight.

“P-Princess… a-are you okay?”

The filly hacked as she stared into Twilight’s violet eyes. Her face was charred and blackened, her body limp and failing.

The filly’s eyes began to glaze over as Twilight pulled her close, cradling her in her hooves.

“Why?”

Starlight reach up with a burnt hoof, just barely brushing against Twilight’s mane. "I-I know you're the g-good pony. Not... not... me."

Twilight Sparkle looked up. Starlight had vanished, not a trace to be found.

She'd simply ceased to exist.

Twilight’s eyes began to water. She whimpered as she embraced the filly’s body one last time before the portal whisked her away.

She and Spike returned in one piece, the timeline restored successfully. Yet, she didn’t feel whole anymore.

Victory, a hollow and meaningless notion.

Twilight slumped down onto the cold crystal floor and wept.