“Well, maybe, I would've been better off without friends like you!”

Those words linger in Pinkie's mind in the dark room, like slimy moss spinning in a small body of water, breaking and regrouping, fogging up the clarity of a once clean and pleasant spot.

She knows Twilight didn't mean those words.

Or did she?

Why would she say those words unless she meant them in some way?

Pinkie Pie pulls her pillow closer to her face, her teeth biting down on the frilly edge. She tastes some vanilla frosting. Probably from that time she ate a cake on her bed on yet another night she slept alone.

Her bright blue eyes shine in the dark from more than the moonlight bleeding in when she looks at her cat clock hanging on the wall, grinning at her. Its eyes and tail shifting with ever tick and every tock.

Tick-tock.

Tick-tock.

Tick-tock.

Swing left- right.

Left-right.

Left-right.

There the tail swings, left and right. Tick to the tock.

There the eyes move, left and right. Tick to the tock.

Swing and swing.

“Better off without you.”

Pinkie Pie's muscles clamp up. The pillow now pressed hard into her damp face, her blue quilt hiding the quivers of her body.

“Better off without you.”

Not the full sentence, she knows, but she knows how anger works. They always keep their true feelings bottled up, secret, held away from those around them. Anger is the great revealer of true thoughts.

No!

Just a slip of the tongue in the heat of the moment. No maliciousness intended. Just stress causing Twilight to say something stupid.

Something she had always wanted to say but couldn't.

Couldn't until the stress broke her cover.

Pinkie Pie looks at a picture hanging on the wall. The group is crowded around Twilight, all smiling. Pinkie remembers when that picture was taken. It was back when Twilight was a unicorn and first arrived at Ponyville. They had that grand adventure of defeating Nightmare Moon and realizing that fate had all placed them together in the town to be the future Element Bearers. After freeing Luna from Nightmare Moon they had their picture taken in the town square and sent it to Celestia.

Pinkie Pie is sure the Princess of the Sun has it framed in her room.

Unless the room was destroyed by the Storm King's storm.

That would suck.

But the more Pinkie Pie looks at the picture and the smiles the more she wonders if their friendship had always been real, or had it been fake, or just real enough to use the Elements.

Did their friendship weaken after they relinquished the Elements to the Tree of Harmony?

Did the Tree of Harmony take their Elements because it knew their friendship was fading, and the Elements would be stronger as protectors in its care than theirs?

Questions, questions, questions.

Pinkie Pie closes her eyes and curls her body and hugs her tail close to her, gripping it like a warm body she wants but can never have. Her puffy tail presses against her face, the faint scent of cherry seeping into her nose as tears dampen the dark pink fluff.

She bites her lip to keep the whimpers at bay. She is the Element of Laughter, after all, no one can see her miserable.

Keep it down.

Keep it hidden.

Just like what Twilight had thought of her since the beginning.

“I'm better off without you!”

She knows Twilight didn't say that exact phrase.

She knows.

But she knows that is what Twilight meant.

Why else would she say those words if she didn't mean it?

Pinkie Pie opens her eyes again. Blood red cracks ruin her blue eyes, tears have puffed up her eyes, and despite her best efforts a sniffle breaches the dark.

Her eyes flick in the dark. From the clock, to the photo, to the desk where stacks of papers and envelopes sit next to a pen set and a wax stamp kit. She looks back at the picture.

So many smiles.

How fake are they?

Were they ever really truly friends?

Pinkie Pie climbs out of her bed, her quilt getting stuck on her and getting dragged to the floor. She doesn't care, though.

Pinkie Pie looks at the picture, using only the moonlight to help her see. The smiles seem real to her. But then again she thought Twilight was a real friend.

“I'm better off without you!”

Pinkie Pie looks down. Her hoofs tremble, tears run down her face and shatter on the floor like glass ornaments.

Wiping her eyes, Pinkie Pie exits her room, but before she does she carefully opens her door, cringing as the hinges squeak. She peeks down the hall and sees or hears not a soul. All she sees is darkness. She looks down the other way and sees a faint light illuminating the stairs, and she quietly closes her door and leaves the Sugar Cube Corner.

The night is pleasant. The air is not too cold, not too warm, it is comfortable. The sky is mostly cloudless. A few strands of dark purple linger on the night sky, partially blocking the full moon and display of stars.

Every building is dark and locked up.

The only light is from the orange glows of the street lamps, the white light of the full moon and the countless glowing dots of the stars.

Pinkie Pie has no idea how long she has been walking. She remembers walking through the town, directionless, purposefully avoiding Twilight's Castle, and passing over an arching bridge over a stream. Eventually she finds herself at the edge of the town's pond, her hoof digging into the dirt. Twigs and mud stain her pink fur, and water gently pushes against her, only to retreat a second or two later. But she doesn't hear the gentle water.

No, she hears Twilight telling her how much she regrets having her around.

All those adventures, all that time together, all those silly slice of life days, it all adds up to regret.

Pinkie Pie flops to her side, careless about the water brushing her face and staining her tongue with the taste of dirt and filling her ear with mud. Her mane is pulled to the water like seaweed in a current, her body, now coated in sprinkles of brown, lays still. Her bloodshot eyes stare straight ahead at the dark silhouette of the surrounding trees. She has a feeling someone is watching her.

Let them watch. She doesn't care.

She takes a deep breathe, closes her eyes, and remains still.

There she lays, motionless, mind blank, wanting nothing more than to just stay there without any phonies or pain. She wants nothing more than to feel nothing. But she does not get her wish. What she gets is someone poking her ribs.

She ignores it at first, but the poking persists and her ear flicks on its own in response.

“Hey, you okay?” asks a familiar voice. A mare.

“Not yet,” mumbles Pinkie Pie, not wanting to put the effort into figuring out who she is hearing.

The hoof pokes her again. It feels harder than a normal hoof. Almost like metal.

“You really need to get out of the water. You're going to get sick,” says the mare.

“Fine by me,” says Pinkie Pie.

The mare huffs, and next thing Pinkie Pie knows there is a tug on her tail and her whole body is dragged away from the pond. Her tail hurts from this, and her mane drags against the dirt, carrying with it the twigs, mud and grass that the water pushed into her. She keeps still, though, and when the mare is finished dragging her she spits out the tail and sits in front of Pinkie Pie.

“Are you going to open up your eyes?” asks the mare.

Pinkie Pie cracks an eye open. “Hi, Fizzles.” She closes her eye again. “You're out late.”

“I couldn't sleep. And don't call me that,” says Tempest Shadow.

Pinkie Pie opens both of her eyes this time to look at Tempest, which leads to her seeing the taller unicorn is wearing the Storm King armor and is properly groomed like when they first met at the Festival she crashed those many weeks ago.

“But Fizzlepop Berrytwist is an awesome name,” says Pinkie Pie. “And you should ditch the armor. The war is over.”

Tempest shakes her head. “This armor is not going anywhere. You might as well ask me to remove my skin if you want me to get rid of my armor.”

Pinkie Pie grunts. “Nice visual. Good night.”

Pinkie Pie closes her eyes and deflates on the cold dirt again, and Tempest snorts, her ears folding back and lips dipping.

“Really?” says Tempest.

“I'm tired,” says Pinkie Pie.

“So am I. But you don't see me sleeping in the mud. You're going to get sick.”

“You already said that.”

“And I will say it again until you get it. What is wrong with you, anyway? You're supposed to be the happy one.”

“I realized that Twilight is not my friend and my hippocampus doesn't really have a lot of serotonin receptors to begin with so I am not producing enough neurotransmitters to make happy thoughts to counter the sadness. So, I'm just going to lay here until I'm happy again.”

Tempest blinks, her eyes wide and all thoughts fizzled away.

“Oh... Okay,” says Tempest. After some seconds she takes a deep breath and lifts up her hoof, squinting her eyes at some words inked on her exposed orchid fur. “Do... you... want to... talk about it?”

Pinkie Pie lifts her head up, eyebrow arched. “Did you write questions on your hoof?”

“Friendship questions. Twilight's assignment. So... do you want to talk about it?”

“Talk about what?”

“Why you think Twilight is not your friend, obviously.”

“No.”

“Okay. Have a good night.”

And with that, Tempest gets up and starts walking away, and at first Pinkie Pie's jaw drops and her baggy eyes widen as she watches the former lieutenant of a warlord walk away, but a couple of seconds later something clicks in her mind. Like a perfect puzzle piece without all the turning. It is with this click that her mouth seals to a thin smile and her eyes relax, and she pushes herself into the sitting position, clearing her throat.

“Oh, Fizzles~” calls Pinkie Pie.

Tempest stops and sighs. “I told you not to call me that.”

“Shouldn't've told me your real name, then. But if you are trying to make friends then you don't leave a sad pony like me alone when they say they want to be alone. It is like doublespeak. Say one thing but mean another.”

Tempest turns around, frowning. “So, do you want to talk about your issue with Twilight?”

Keeping her smile, Pinkie says: “No.”

“Is that actually a yes?”

“Maybe.”

“So... yes, then?”

“No.”

Tempest throws her head back, groaning. “This is getting annoying very fast.”

“That's okay. I just want to be alone, anyway.”

Tempest rubs her hoof across her face. “As in genuinely alone or want company alone?”

“Do you think I really want to be alone, or do you think I want company? Use your best judgment, Fizzles.”

Tempest Shadow snorts.

“...Tempest...”

“Honestly, I am very tempted to leave you alone to get sick in the mud since you are being a pain in the flank,” says Tempest.

Pinkie Pie's smile fades. “Wow... harsh.”

“One last try. Be straightforward or I will leave you here. Do you want to talk about your problem, yes or no?”

Pinkie Pie sighs, tilts her head and uses her hindhoof to scratch out the flakes of mud that collected in her ear.

“Fine. You win,” says Pinkie Pie. “Remember when you captured Twilight at the shore outside the hippogriff kingdom?”

Tempest nods.

“Well, before you captured her, me and Twilight got into an argument and she said 'Well, maybe, I would've been better off without friends like you' and it hurt like a stab in the heart with a pickax, and she apologized and all that and I accepted it and we hugged and were happy, but that little phrase has been stuck with me ever since she said it and I haven't been able to get rid of it like glitter on my brain, which if you have ever used glitter it is impossible to get rid of especially when it explodes all over you and you end up sparkling all day like a vampire but this sparkle is an evil sparkle that makes me wonder how long Twilight Sparkle has been my not-friend you know what I am trying to say or did I lose you?”

Tempest stares at Pinkie Pie, and Pinkie Pie stares back, and the two mares remain quiet. Only the gentle waves provide any source of noise, but after some seconds of awkward silence Tempest speaks.

“Vampires sparkle?” asks Tempest.

“Yeah,” says Pinkie Pie.

“Huh. I didn't know that.”

“But what do you think about what I said?”

“Uhhh...” Tempest looks at her hoof. “How.... does that... make you... fluff? Feel! How does that make you feel?”

Pinkie Pie shakes her head. “No, Tempest, you got it wrong. I asked you what you thought about what I said, not what your notes told you to say.”

“But I don't know what to say. I've never done this before.”

“Okay, then have a seat. I'll show you how it is done.”

“What?”

Pinkie Pie points at the plot of grass in front of her. “Have a seat.”

After some hesitation, Tempest sits in front of Pinkie Pie, having to look down on her to give her a stern look, but Pinkie Pie meets her practiced gaze with a calculating look, having to tilt her head up to do so.

“What happened to you, today?” asks Pinkie Pie.

“What?” says Tempest.

“Just answer the question.”

“I woke up, ate, and cleaned my room.”

“And what else?”

“Nothing.”

“So you decided to walk around late at night because absolutely nothing was keeping you up?”

“I just couldn't sleep.”

“Because....?”

“I... Never mind.”

Pinkie Pie's eyes narrow and she slides closer, straining her neck to get closer to Tempest's face, thus causing the unicorn to inch back slightly.

“I don't like this,” says Tempest.

“But something is on your mind so spill the beans,” says Pinkie Pie.

“It was just a few idiots in the market. Nothing to lose sleep over.”

“And yet you did! Talk to me, girl! I got ears!”

“Just some idiots at the market wanted me turned to stone and somepony threw an old tomato at my face! It was nothing to get upset about. I mean, I shouldn't because I have dealt with a whole lot worse things than a few ponies wanting me dead and a tomato thrown at me. A whole lot worse, and yet.... Yet... I wanted to disappear. Forever. Over words and a tomato.”

Pinkie Pie nods and pats Tempest on the shoulder, but the former commander casts her head away from Pinkie Pie, scowling and tensing.

“Come on, let it out,” says Pinkie Pie.

Tempest shakes her head.

“You already let out a little bit, so what's the harm in opening up the rest of the way?” says Pinkie Pie.

Tempest shakes her head again. “I just don't want to talk about it, anymore. It was words and a tomato, and Twilight already talked to the crowd, so everything is fine.”

“Wait, earlier you said it was a couple of jerks and a tomato, and now it is a crowd and a tomato?”

“It doesn't matter. What happened happened. I can't change what somepony thinks about me, anyway, so I don't want to dwell on it anymore. I just... want to forget about it.”

“But it does matter, Tempest! I can tell that you don't like anything about yourself, not even your own name, and that crowd and tomato didn't help! I can help you like yourself. Let me be your friend and I Pinkie Promise that I will be the bestest friend you ever had!”

A smile flickers on Tempest's lips. “Thanks, but Twilight already made that pledge. Tomorrow we're going to go to Rarity's so she can change my image to something more positive and not as, eh, intimidating.”

Pinkie Pie stands up, nodding and circling Tempest, and the unicorn tries to follow her without actually standing up, turning her head this way and that.

“Yeah, I can see why she wants to take you to Rarity. You really need to let your mane down a bit,” says Pinkie Pie.

She ruffles Tempest's mane, bringing to hang limply down around her forehead, and while Tempest tries to push her mane back in its original warrior mohawk style, frowning along the way, Pinkie Pie places her hoofs on her shoulders and starts rubbing them, despite the metal plates covering them. The useless massage still petrifies Tempest, though, and with her muscles locked in place like a statue, her eyes flick side to side, trying to see what else Pinkie Pie is doing.

“Loosen up those muscles, too,” says Pinkie Pie. “Being so stiff is bad for the back and heart and leaves a permanent frowny face. Smiling a lot will bring you lots of friends!” She then slips around and sits in front of Temest, rubbing her chin thoughtfully. “I betcha you'd look great with a braid, now that I think about it.”

Tempest cheeks flush. “Uh... no. No braids.”

“Ponytail? Dashie looks great with a ponytail!”

“My mane isn't long enough for a ponytail.”

“AHA! So you do want a ponytail!”

“What? No! I... Pinkie, I don't want this. I don't want to be loose, I don't want braids or ponytails, I don't want lots of friends, I just want somepony reliable for once. I want somepony who won't use me, who won't lie to me. I want somepony who will never leave me! I want the friendship you and Twilight have!”

With those words Pinkie's smile fades, and her shoulders sulk.

“Right... Our friendship... We got it good,” says Pinkie Pie doubtfully, her eyes looking at the dirt.

Some seconds of silence pass, and Tempest sighs and puts her hoof on Pinkie's shoulder, bringing the Element to barely lift her eyes to her.

“Look, I know you and Twilight hit a rough spot when I was going after you, but you launched yourself from a cannon in the middle of a storm to save her whereas my friends abandoned me when I got mauled by a bear,” says Tempest. “I think that speaks volumes about your friendship.”

“But she said she was be better off without me,” says Pinkie Pie, hot tears swelling with the pressure in her throat. “I wanted to believe that our apologies and hugging and the celebration made things up, but the words are still there... I don't think she ever liked me.”

“I don't think that's right. I barely know her, but so far the only pony I have seen her actually hate is Pixie, and that's because she has a habit of stealing her soap and bending her silverware.”

“You mean Trixie, and trust me, their issues run deeper than soap and silverware. But that's a story for another time.”

Tempest rolls her eyes. “Whatever. The point I'm making is that you might be overreacting, but you still have to tell Twilight. She is always asking me what is on my mind, and I don't think I have any special privileges.”

“Tell Twilight that I don't think we're friends and watch her get mad at me again? Not a good idea. She's scary when she's mad.”

“What about that letting it out advice?”

“This is different! This is opening up old wounds that are trying to heal.”

“Only those wounds are not healing. It is infected and festering and unless you get it fixed that infection will rot away at the wound and next thing you know you are too sick to move and you are covered in rashes and pus bubbles with the wound covered in a weird green muck and you're puking every hour and dehydrated and wanting to die because the pain is too much!”

By the time Tempest is done, her eyes are wide, wet and terrified, her hoofs are on Pinkie's shoulder and she is panting heavily with drooped ears. And Pinkie Pie can only stare back at her, lips sealed and eyes wide as well.

“Okay~” says Pinkie Pie slowly. “Maybe talking to Twilight is a great idea.”

Tempest releases Pinkie Pie and looks down, shamefaced. “Sorry. I didn't mean to scare you. I just remembered an unpleasant moment in my life.”

“Oh no, you're fine!” claims Pinkie Pie, waving dismissively and faking a light chuckle. “Don't worry about it... But it is a bit late and I'm sure Twilight is sleeping.”

“She is,” says Tempest.

Pinkie Pie stares at her.

“She snores,” adds Tempest. “Her and Flash, actually.”

Pinkie Pie keeps staring.

“Can you stop looking at me like that?”

“Do you want to grab waffles?” blurts Pinkie Pie.

“... Sure. But we're going to talk to Twilight first thing in the morning, got it?”

“Deal!” Pinkie Pie hops up and bounces past Tempest. “You're in for a treat. Waffle Palace is always open and they have the best waffles ever!”

With a thin smile, Tempest wipes her eyes and walks after Pinkie, listening to the unnatural BOINGS that come from her bouncing, keeping silent as the Element of Laughter goes on a happy tangent about chocolate-peanut butter waffles and orange juice.

But little do they know, hiding in a distant tree is an owl belonging to a certain baggy eyed, purple alicorn. Said owl is sitting next to this particular alicorn, who is wearing a safari hat and night vision goggles and scribbling notes on a pad using her mouth to hold her pen and her hoof to hold the pad lest she wants to give away her position with her magic. Twilight Sparkle had not heard much of what the pair said, but after trailing Tempest with extreme caution and witnessing her interact with Pinkie Pie she is pleased to see her newest student opening up to her friends. Though, she is curious as to why Pinkie Pie was laying in the mud to begin with, but that is a question for another time.

“You ready to go home?” asks Twilight to Owlowiscious.

Owlowiscious hoots.

Twilight grins. “Thought so.”

And with that, she leaps out of the tree and flies off into the night sky for another long night of stalking in the name of friendship.

Author's Note

"Friendship and flowers and ponies... bleh!"