Twilight Runs Away

by Lets Do This

Rating: everyone
Tags: Spike, Adventure, Princess Celestia, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Drama
Length: 11883

The opening titles of MLP have always felt like a different version of the show. This is that version. Fed up with being useless at magic, a blank-flanked Twilight Sparkle runs away. Fortunately, she has a good friend along for the ride...

The opening titles of MLP have always felt like they were from a different version of the show. This is that version...

Fed up with being useless at magic, a blank-flanked Twilight Sparkle does the only thing she feels she can do... she runs away. Fortunately, she has a good friend along for the ride...

Now has a sequel: Nightwaker, which presents the return of Nightmare Moon in this timeline.

Featured 10/16-10/19/2018 -- thanks, everypony, for your kind support and feedback on this version of the pilot story!

Published 2018-10-16 20:50:01 UTC
Last updated 2018-10-16 20:50:01 UTC

Twilight Runs Away

I have two words for you. And you might want to hold onto something. For preference, something reassuring.

Magic Kindergarten...

The classroom fell silent. Ms. Arcana cleared her throat, adjusted her pince-nez glasses, then spoke again.

"Twilight Sparkle? Will you give us a demonstration of your magic, please?"

The lavender unicorn gave up trying to hide behind the wastebasket. She reluctantly got up from her spot on the tiled floor and trudged to the open space at the front of the room, eyes lowered. She came about and faced the class.

"Any time you're ready, Miss Sparkle. Just levitate the target."

Oh really? Twilight grumbled to herself. It's that easy, huh?

She glared at the day's target, a small plush hippo lying on the floor. It had a foolish, lazy smirk on its face. It wasn't afraid of her at all.

Twilight sighed, put all four hooves firmly on the floor, gritted her teeth, and focused. She put every ounce of will-power into it. Her face tensed, her horn crackled and fizzed...

... and then let off a few harmless squibs of energy, which splatted harmlessly on the floor. The hippo lay where it was, completely unaffected. She half-suspected it was sniggering at her. And it wouldn't have been the only one... the entire class was stifling giggles.

Twilight hung her head, utterly mortified.

"Miss Sparkle," the teacher said, sternly, "have you been practicing your levitation as we asked you to?"

"Yes, ma'am." She nodded sadly, unable even to look up. "Every night! I just don't seem to be able to do it right!"

"You can achieve anything, young lady. You just have to want to apply yourself." She paused, and seemed to come to some kind of decision. "See me after class, Miss Sparkle!" She looked down at her list. "Moon Dancer, will you demonstrate your magic for us, please?"

Twilight sadly marched back to her spot, at the rear of the room among the other low achievers. And all the way she heard the other students whispering at her.

"Way ta go, Twilight Spazzle!"

"Nice fail, numb horn!"

"Lose!"

And then, the very worst cut of all:

"Blank flank!"

Twilight came to a sudden halt, her eyes tight shut, simply unable to take it any longer.

"Whatsa matter, little blank flank?" jeered Dill Pickle, the rudest, most heartless of the underachievers. "You forget how to walk? Maybe you need to practice that at home too!"

"Ahem!" Ms. Arcana tapped her hoof. "Eyes front, please!"

Twilight somehow managed to return to her spot. She thunked down and tried to watch, dispiritedly, as the homework demonstrations continued.

But her mind was made up.

She was going to run away.

It was a gloriously sunny day. The sky over Canterlot was brilliant blue with only a few hints of cirrus clouds overhead. There was a smell of fresh-cut grass, and also a soothing floral aroma wafting from the formal gardens between Celestia's School for Gifted Unicorns and the vast hedge maze.

It was entirely the wrong kind of day for the world to come to an end. And it wasn't even noon yet!

Twilight was standing on a balcony overlooking the gardens, forehooves draped over the railing, chin sunk onto its cold marble surface. She was late for her second morning class, but just this once she really didn't care. Whenever she lifted her eyes, she could see the grand, checkered spires and domes of Princess Celestia's palace, rising high in the air in the distance.

If only... she thought to herself. If only I could have met her, just once... and now I never will...

A voice spoke up cautiously from behind her.

"Uh... Hi?"

Twilight's head jerked up and she looked round in surprise, then quickly rubbed at her face with a forehoof. She hadn't been crying... much.

Standing right behind her was a small purple dragon with cat-like eyes and green spines. He peered up at her with evident concern. "Sorry!" he said, "I didn't mean to bother you. I mean, if now's a bad time?"

"No." She shook her head, trying to smile. "It's all right!"

He trotted up to her and put out a small claw.

"Name's Spike! Nice to meet ya!"

"Hi, Spike. I'm Twilight... Twilight Sparkle." She put out a forehoof for a shake. "Wow, are you really a dragon?"

"Huh!" Spike smirked. "Kinda obvious, isn't it?"

"Sorry, it's just... I've never met a dragon before. You're really cool!"

For some reason that seemed to astonish Spike. He stared at her. "You really think so?" And then his face lit up with a huge smile. "Thanks! That's the nicest thing anypony's said to me in... I don't know how long!"

"Really? Why's that?"

"Beats me! I'm supposed to be the assistant of Sunset Shimmer... you know, Princess Celestia's personal student?" Spike rolled his eyes. "I might as well not even exist, as far as she's concerned. She busted me out of my egg as her entrance exam for the School. And then she pretty much forgot about me. She's so focused on herself and what she wants to accomplish, and she doesn't care about anything else. She was supposed to look after me, but Princess Celestia eventually had to give up and take on looking after me herself."

Twilight's eyes went wide. "Princess Celestia? You've met her?"

"Sure! I stay in her quarters, whenever I'm not tagging along after Sunset!"

"Woah!" Twilight Sparkle sat down, astounded. "What's the Princess like? Do you talk with her a lot? Is she as nice as they say she is? Is she really powerful? Does she even have to sleep at night?"

Spike grinned at the barrage of questions. And then he looked slightly embarrassed, scratching at the spines on his head with a claw. "Well... I don't know her all that well. She doesn't have a lot of time for me herself. She makes sure I get enough to eat, and enough sleep, and lessons to learn, but otherwise she's too wrapped up in work to have much spare time for me."

"Oh, that must be really upsetting!"

Spike shrugged. "Eh. It's okay. I can keep myself amused most of the time. Whenever Celestia's too busy, and Sunset can't be bothered, I wander around a bit and see what there is to see, talk to ponies I meet, and so forth. How about you? Are you a student here, too?"

Twilight winced. "Not for much longer. They're going to flunk me out... of magic kindergarten!"

"Why?" Spike was startled. "What'd you do?"

"Nothing!" Twilight tossed her forehooves in the air. "And that's the whole problem! My teacher called me on the carpet just now for not practicing my magic. And I did, all evening long! My magic just stinks! When I first came here, I thought I was pretty good just being able to turn pages in books with my horn. Hah! Turns out that's a firefly spell -- it's for babies. And whenever I try a real spell, I stink at it! Either I can't work spells right, or I can't apply enough power, or I just can't see how to do them... there's just something about magic I don't get!"

She sighed.

"And it's all I ever wanted to do, growing up."

"Wow!" Spike said. "That hurts! But you'll get better with time, right?"

Twilight glanced around, then leaned closer. "Can I tell you a secret?"

Spike looked around, too, then nodded. "Uh huh! I won't tell -- promise!"

"I did so poorly on my entrance exam, I was sure I'd blown it. When they did accept me, I thought I must have some talent, something they could see that I couldn't. And then I overheard my parents talking about it, and it turns out the only reason the School took me in was because they'd lowered the entrance requirements... they suddenly wanted a lot more students for some reason!"

She shook her head, helplessly. "I don't belong here! And even if I did... I hate it here! I'm bored in class most of the time, because they only want me to read dumb, boring textbooks that are full of mistakes. And they want me to do endless pointless practice on magic spells I just can't make work!"

"Yeah, tell me about it," Spike agreed. "School can be a real drag. I spend most of my time here just waiting for Sunset to get out of class. She says she doesn't like me looking over her shoulder while she's studying."

"Oh, come on! That's ridiculous. I think it'd be great to have a dragon as a study partner." Twilight sighed, and stared into the distance. "You know, my parents, they used to take me to the local library and just let me go to town, read anything I wanted to read. Now that was a fun way to learn! I really miss it!"

"Well, you could always do that here, right? What about the Canterlot Archives?"

Twilight frowned at him. "What about them? I mean, seriously! You have to have official permission just to visit! And then you have to have a specific topic you want to research. They don't just let ponies wander around and browse!"

"Huh!" Spike grimaced. "Well, that's dumb!"

"I know, right?"

The two of them looked at each other, momentarily surprised at how much in agreement they were on everything.

"So... what're you going to do?" Spike asked.

Twilight took a steadying breath. "I'm going to run away, Spike."

Spike blinked in surprise. And then he suddenly looked incredibly forlorn.

Twilight glanced at him nervously. "You're... not going to tell on me, are you?"

"What? Why the heck would I do that? You're the nicest pony I've ever met! I'd never tell on ya!" Spike shook his head. "No, I was just gonna ask... if maybe... I could run away too?"

"Seriously? You could get in trouble for that!"

Spike shrugged. "Well if you're gonna get in that much trouble," he said reasonably, "you're gonna need some help, right? And it beats hanging around this place waiting to be ignored by Sunset again! And, yeah, truth be told it wouldn't be the first time I've gotten in trouble. Seems like that's all I'm good for around here." His face fell, his shoulders slumped sadly. "Some assistant I turned out to be!"

"All right," Twilight agreed. "Let's run away together!"

"Awesome!" Spike said, brightening up immediately. "So... how do you run away?"

Twilight thought about it. Having made up her mind, she wasn't sure about the next step. But then she had an idea.

"Spike, did you happen to see if the School's balloon was still here?"

"Oh yeah, it's parked at the other end of the garden, around the corner." His eyes went wide. "Wait... we're taking that?"

Twilight shrugged. "It's the best option I can think of for getting as far away from here as we can before someone comes after us."

"Well... okay! I've always wanted a balloon ride. And we might as well go in style, huh?"

Twilight led the way through the school corridors, keeping an eye out for hall monitors. Spike's small feet pattered along right beside her.

The Twinkling Balloon, as it was called, was a large purple balloon with gold trim, decorated in a flourished-swirl-and-star pattern. It stood in an open area near the path alongside the gardens, tied down with a single rope.

Twilight stood next to the basket and allowed Spike to clamber up onto her back and jump inside. Then she carefully undid the rope and climbed into the basket herself, bringing the loose end of the rope with her.

There was a small storage crate in the basket, and Spike pushed it over against the side wall and climbed up on it, so he could stand with his claws on the rim and see out.

Twilight looked around nervously, trying to remember if there was anything else that she needed to do first.

"You... do know how to fly this thing, right?" Spike asked.

"I should," Twilight said. "I've ridden in it enough times on School outings. It has a self-piloting spell, so you can just tell it where you want it to go."

Reaching over the rim of the basket, she touched her hoof to a small golden star on the outside.

"Okay, Twinkling Balloon," she said, loudly and clearly, as she'd seen the balloon operators do. "Take us up in the air..." For a moment, she hesitated, not sure if that was enough. "... and away from Canterlot... to the west."

For a moment she wasn't sure she'd said it right. Then the basket shuddered briefly and smoothly lifted from the ground. Swiftly the ground dropped away, and the gardens and the School with it. In less time than Twilight would have expected they were drifting away over Canterlot City.

Twilight glanced back unhappily at the Royal Palace.

Goodbye, Princess Celestia, she thought. I'm so sorry I failed you!

Then she turned her back on it, and looked ahead. She gasped as the balloon cleared the outskirts of the massive ledge the city was built on, and the vast grey mountainside fell away into the ocean of cumulous clouds beyond.

For a long while they drifted through an endless blue sky, with nothing but the warm, brilliant Sun above and puffy white clouds below. Twilight and Spike both looked around, endlessly astonished by the view. All of Equestria was spread out around them, and they could go anywhere they wanted. From horizon to horizon there were clouds, and mountaintops, and through gaps in the clouds they could see glimpses of the land far below.

Twilight wished she'd studied geography more. She was trying to figure out how far away Saddle Arabia was, and whether they were even headed in the right direction. Though they'd probably need some extra supplies for a trip like that, and a map and compass, too. And money for the trip, more than the spare change she had tucked in a bit-bag in her mane. She began to realize she hadn't planned this out very well.

Spike seemed to be thinking along the same lines. "Um, where are we gonna go now?"

Twilight considered it. "I suppose we could set down in Ponyville, that's pretty close. And maybe get some lunch, and look around while we figure out where to go next. And worst case, if they catch us there, they'll just throw us on the first train back to Canterlot."

"Suits me. Uh... you mind if I have a go?"

"Sure! Go ahead, Spike."

Spike felt around and found the star. "Okay, Twinkling Balloon," his scratchy voice intoned: "Take Twilight and me to Ponyville!"

After a few moments they felt the balloon gently swing around to the left. And then it slowly descended into a gap in the cloud layer. For a few moments all they could see was white fog, and then they dropped beneath the clouds, and saw the entire town of Ponyville spread out before them, from the apple-farming country to the left to the tonier parts of town to the right. Directly ahead was Ponyville Square, with its massive roundhouse Town Hall in the center, and the Argentum river curving along its south-eastern border.

And Twilight realized with a shock that the Balloon, perhaps following some baked-in instructions or flight routes, was taking them straight toward the Square, right into the busiest part of town. Momentarily Twilight considered trying to redirect it to a different landing place, but she wasn't sure enough of the lay of the land to know what to ask for, and she also felt uncomfortable about meddling with the Balloon's course.

Further considerations along these lines were interrupted by a loud shout, practically in her ear.

"Woo hoo! Yeah, baby!"

With a rush of air and trailing a brilliantly-colored rainbow contrail, a cyan pegasus rocketed through the air past the Balloon. As Twilight watched, the pony executed an amazing series of loops and barrel rolls, then swung round and shot back past her.

"Hey there! ... Later!"

And a few moments later, with a steady flapping of her wings, the pegasus was hovering alongside the basket perfectly at ease, as if she was passing by on the street. She tossed her head, moving her rainbow-hued bangs out of the way.

"Hi! Haven't seen you around before. Are you from Canterlot?"

Twilight felt uneasy. She didn't want to lie, but admitting you were running away to the first pony you met probably wasn't a great move.

"Oh! Yes, I am, but... I'm just visiting, its nothing official. I'm Twilight Sparkle, and this is Spike. He's, uh... he's my assistant!"

"That's me!" Spike piped up, proudly.

"And... you are...?" Twilight added to the pegasus.

"Ha! Only the Rainbow Dash!" The pegasus struck a pose in the air. "Maybe you've heard of me?"

"Who?"

"Oh, come on! Only the youngest flier to ever perform a Sonic Rainboom! And soon to be member of the Wonderbolts! That is, once I get a chance to show them my awesome moves! I'm in charge of the weather patrol here in Ponyville. We're working on keeping the sky clear today, to help with the preparations."

"Preparations? For what?"

"The Summer Sun Celebration! Duh! It's only being held in Ponyville this year... which means Princess Celestia is coming here herself, so everything's gotta to be perfect! You mean you didn't know that? Where you been hiding?"

In Magic Kindergarten, Twilight grumbled to herself. Where apparently they don't bother telling you anything useful! If the Princess was going to be coming here, there'd probably be all kinds of guards and officials around. So maybe Ponyville wasn't the best place to hang around in.

"That sounds... great!" Twilight said, cautiously. "Well, we'll just stop off for a bit, and then we really must be moving along!"

"Hey! What have you got against Ponyville, huh?"

Twilight blinked, surprised.

"Nothing, I..."

Rainbow darted forward to hover nose-to-nose with her. "Look, it may not be a big fancy place like Canterlot, but this town has got heart! This is the friendliest town in all Equestria, and I don't want to hear any arguments!"

"Uhhh... okay!" Twilight said nervously. "I believe you!"

Rainbow drew back, looking ashamed. "Um, sorry if I got a little loud, there. It's just... well, I was new here once myself, and this town really made me feel welcome."

Twilight nodded. "It's okay! I can see it matters to you a lot."

"Yeah... well... it's kind of a personal thing!" Rainbow looked embarrassed, but seemed unwilling to leave it at that. "I'm not really proud to admit it, but I... kinda got myself kicked out of flight school in Cloudsdale, for flying too aggressively. Ponyville needed a pegasus to lead their weather patrol, so they took me on, and I moved here. It meant a lot to me. And it still does!"

"I can tell! And I think that's great!" Twilight said. "But... if you're in charge of clearing up the skies, you're not really doing a great job here, are you?"

"Huh?" Rainbow looked ready to turn fierce again. "What's that supposed to mean?"

Twilight waved a hoof. "Look at all these clouds! I couldn't even see the town from up there! That's going to take you forever to deal with!"

"Are you kidding? All by myself, I could clear out this entire sky in ten seconds flat!"

It had to be a bluff. Twilight smirked. "Oh yeah? Prove it!"

Rainbow looked startled, and for a moment Twilight was sure the bluff had been called.

And then the pegasus rocketed away, tearing a hole through the sky.

She banked around in a broad arc, accelerating every second, her rainbow contrail tracing out a circular path around the entirety of Ponyville from end to end. Then the gleaming rainbow arc moved inward, tightening into a spiral.

And the entire mass of clouds across the sky began to swirl like a hurricane. Faster and faster they spun, the cloud banks colliding and disintegrating. By the time Dash's contrail was orbiting tightly over Ponyville Square itself, there were only a few shredded fragments of vapor left, and every inch of the town was glowing under the brilliant sunlight. And then Rainbow arced back toward the Balloon, ping-ponging back and forth across the sky to kick the remnants into oblivion.

She sped back almost directly at the Balloon, then fanned her wings and pulled off a midair drift, dropping herself neatly in place beside the basket, exactly where she'd been hovering before.

"What'd I tell you? Ten. Seconds. Flat. Hah! I'd never leave Ponyville hangin'!"

Twilight and Spike stared. Twilight sought for words. "That... was..."

"Awesome?" Rainbow suggested, smirking. "I knew you'd think so! Hah! You should see the look on your face, Twilight Sparkle! You're a hoot! Now, I'd love to hang out with you some more, but duty calls! Need to move a few spare rainclouds over the farm country. See ya!"

Rainbow shot away, heading for the apple orchards off to the left.

"That was amazing!" Spike said. "I wonder if everyone's like that here?"

"Only one way to find out," Twilight said. "But you heard what she said. They're preparing for the Celebration. When we land, we should find something to eat and then move on, before someone official starts asking questions."

"Well, okay. Uh... you think they have any place that serves gemstones?"

The Twinkling Balloon descended into the heart of Ponyville Square, right in front of the Town Hall. Before it even touched down, Twilight leapt out, landing lightly on the ground. Spike waited until the basket had landed and then clambered out and trotted after her.

Twilight looked around nervously, but apparently the Balloon was a familiar sight to the town's inhabitants. None of the ponies passing by gave either it or her a second glance.

"Okay," Twilight said, feeling a little more confident. "Now, where's a good place to get lunch?"

Spike pointed. "Maybe the store that looks like you could eat it?"

Twilight stared. Up a side-street, standing in a smaller square, there was indeed a store that looked just like a frosted gingerbread house, with a giant cupcake for a second story. They headed in that direction.
Just as they reached it, Twilight heard a loud gasp behind her.

"Huaaaauuhhh!"

It was an earth pony, radioactive pink in color, with a candyfloss mane and tail. She was currently in midair, eyes wide as dinner plates. Without even touching the ground she shot past them, through the open door of the shop.

Twilight tensed, waited for a crash from inside, but heard nothing.

"Huh. Wonder what's biting her?" Spike said, as they trotted inside.

They had only gotten two steps through the door when there was an earsplitting BANG and the air was suddenly filled with confetti and streamers.

The pink pony bounced up behind the store's serving counter, a tray of cupcakes in her forehooves.

"Surprise! Hiya! I'm Pinkie Pie! Welcome to Ponyville!"

"Pinkie, dear," a kind, matronly voice called from the back room. "What did I tell you about using that party-cannon thing of yours in the store?"

"Sorry, Mrs. Cake!" Pinkie called back. "But this was an emergency! Don't worry, I'll take care of cleaning everything up!"

She came around the counter, and offered the tray to Twilight and Spike. "Here! On the house, since you're new customers! And if I'd known you were coming, I'd have thrown together a big super-duper Welcome-To-Ponyville party for ya! But since you're here, we'll just have a mini-super-duper Welcome-to-Sugarcube-Corners party! And then later we can have a huge-o Glad-You're-Still-Here-In-Ponyville-Party! Does that sound like a good idea? Does it? Huh-huh-huh?"

Despite herself, Twilight found herself smiling at the pony's rapid-fire enthusiasm. "Thanks, I appreciate it!" Quickly, she introduced herself and Spike. "We're actually just in town for a quick visit, so you don't have to go to all that trouble."

"Oh! It's no trouble! I'm a party pony! It's what I do! Are you here for the Celebration? Everypony's going to want to be here tomorrow! Yes, indeedy! And I'm in charge of the catering! Princess Celestia will raise the Sun, and then we'll have cake, because everypony knows she likes cake, and we'll play all kinds of fun games and sing cool songs, because everypony likes that, and -- WOW! It's gonna be a day to remember! Wouldn't miss it for the world! Are you really sure you can't stay?"

Twilight, working hard to keep up with Pinkie's sugar-rush speaking pace, almost missed the question at the end.

"Uh, what? Yeah, sorry I can't hang around. I was a student at Celestia's school, but... I'm all done with that now... and I'm going away for a while, so..."

"Oh, what happened? Did you flunk out?" The question was asked so quickly and conversationally Twilight found herself answering without thinking.

"Yeah, and I just can't stay here when... wait, what?" Twilight stared at Pinkie Pie. "How the hay did you do that?"

"Do what?"

"Get me to admit I flunked out? I wasn't going to tell anypony!"

"Oh, that... phhht!" Pinkie waved a hoof dismissively. "You just looked so sad when you talked about the School, I pretty much guessed that things weren't going well. And when things like that happen, sometimes the best way to feel happy again is to talk about it with a friend!" She put a companionable hoof around Twilight's shoulders. "And a party pony is a professional friend! I listen to your troubles and figure out exactly what you need to get you smiling again!"

Twilight did smile, a bit. "Thanks, Pinkie. I do appreciate it!"

"Not a problem! It's what I do! Of course, I wasn't always a party pony, I used to work on a rock farm. Seriously? I mean, bleaugh, BORING! And I could tell I was terrible at it. Then I discovered that this is what I'm really good at, so here I am! Hee!"

"Thanks! You... won't tell anypony about me, will you?"

"Nope! Not unless you say it's okay! Friends keep each others' secrets!" She leaned closer. "And just to be fair, I'll tell you a secret of mine..."

She glanced around conspiratorially, then whispered:

"I'm allergic to spackling paste!"

Twilight stared at her, deadpan. "Really? How did you find that out?"

"It's a long story. All I'll say is I was out of frosting one day and they really need better labels at the hardware store!" She beamed happily. "See? We're trading secrets already! Instant BFFs!" She happily turned cartwheels around Twilight and Spike. "Wheeee!"

"And... they have you in charge of catering for the Celebration?" Spike asked worriedly.

"Oh, I'm not doing everything myself!" Pinkie shook her head. "Nope! In fact, since you're here, and you're new, and you could really use some friends to talk to, you really should go talk to the pony doing the decorations! I'm sure you'll get along great! And if you're at all worried about people recognizing you, she can probably even make you some cool disguises!"

"Um... okay," Twilight said. "Where would I find her?"

Uncertainly, Twilight approached the shop. It was in the upscale section of the town and looked like a cross between a wedding cake, a merry-go-round, and a patchwork quilt.

"Uh, Twilight?" Spike asked, "didn't we plan to just grab something to eat and then head out again?"

"Yeah, we did," Twilight admitted. "But we haven't seen any guards or anything hanging around. And Pinkie was so nice to us I feel I owe it to her to at least say hello to her friend."

"Well, okay! I just figure we shouldn't take chances. I mean, sooner or later someone's bound to wonder about the balloon sitting around back there in the Square."

"Just a couple minutes, Spike, and we'll head back."

She pulled open the shop door and stepped inside. And came to a halt. Inside, the store was like a seamstress's nightmare. Banners and bunting of all shapes and colors were hanging from makeshift hangers on the walls, unfurled across worktables, and stuffed into carryalls stacked against one wall. There didn't appear to be one tool, sewing instrument, or swatch of cloth in the store's interior that wasn't out of place.

And in the middle of it all, standing on a dais before a trio of dressing mirrors, under a barrage of overhead spotlights, was a shimmering glow of spotless equine perfection.

Or that's how it appeared at first. Then the unicorn swung round, her elegantly coiffed violet mane and tail sweeping majestically, without a single hair askew. Her large, long-lashed eyes flashed brilliantly in the bright lighting.

"Woah..." Spike stared, open-mouthed and utterly bedazzled. "She's beautiful!"

"Welcome to Carousel Boutique, where every garment is chic, unique and magnifique! Rarity, at your service! How may I be of assistance?"

"Oh, um." Twilight was unfamiliar with high society, and unsure how to begin. "Well, my name's Twilight, and I was visiting Ponyville, and happened to speak with a friend of yours..."

"Oooh, someone from the fashion industry?" Rarity interrupted. "Hoity Toity, perhaps? Or Fancy Pants? Or was it..." she gasped, hopefully. "Prim Hemline, fashion critic? Is it possible? Is Rarity's name finally to grace the pages of Fashion Review?"

"I... don't think so. See, I was talking with Pinkie Pie here in town, and she suggested I stop by for a quick chat."

"Oh, Pinkie! Yes, well!" Rarity trotted down off the platform, and immediately threw herself to work at a sewing machine, finishing a seam on a stretch of bunting. "That's quite all right, my dear, but it will have to be quick! I have a million things to organize and finish before the Celebration tomorrow, and I'm already running behind!"

"Yes, I heard about the preparations for the Celebration when I got here from Canterlot, and..."

"Canterlot!" Rarity leapt up from the worktable. "Oh my dear! Do come in! Oh, I am so envious! I have always dreamed of living there! I can't wait to hear all about it! The glamour, the sophistication! Here, let me create something for you, on the spot, that you can show off when you get back!"

Twilight found herself dragged bodily over to the dais before the mirrors, and then attacked by a blizzard of measuring tools, fabric swatches, and various items and accessories.

"Uhh... all this really isn't necessary," Twilight said. "I mean if you're really busy..." But Rarity waved a hoof.

"No, no, no, my dear! It's no trouble at all. But please, do go on... you were telling me about Canterlot?"

"Well," Twilight began, "I'm a student at Princess Celestia's school, and..."

"Princess Celestia! She must have sent you here to oversee the preparations for the Sun Celebration! Oh! How simply di-vine! And I hope you'll put in a good word for all of us. But tell me about Canterlot? Please? What's it like living there?"

Twilight had lived in the Royal City her entire life, and couldn't see it was much to get excited about. But Rarity was listening so eagerly while she worked that Twilight didn't want to disappoint her. Twilight stumbled through a sketchy picture of the streets and shops she knew about in the royal city, with Rarity hanging on her every word, even as the dressmaker swapped in lengths and sections of cloth and lacework, and changed the hat on Twilight's head at least a dozen times.

Twilight eventually ran down, unable to keep up the pretense.

"I'm sorry, I'm really just a student at the School, and I don't get out much. Truth be told... I don't really think I'm cut out for magic school."

"Oh, nonsense, my dear! You simply haven't found your true calling yet! I mean take me for instance! You think I was always such a sophisticated designer?" She dimpled, and then rolled her eyes in disgust. "I used to design costumes for the school play. And I was awful at it! Simply dreadful!

"And then one day I discovered what I'd been missing: I'd been designing my costumes and dresses for me, based on what I thought was chic and beautiful! And I realized I needed to see things from the customer's point of view. A bit of glamour, a bit of glitz, a hint of the risqué, some gemstones --" She paused for a moment, and her horn flared, pulling a large gemstone from a basket and putting it in Spike's surprised claws, making him melt in awe of her. "-- and I make them feel like a million bits! And they'll make my name a household word... er... someday, I hope! Still working on it!"

Twilight looked down at the gorgeous creation she was currently wearing, and stared at herself in the mirrors. It was deep blue, like the night sky, with a dusting of stars and hemming of deep oranges and purples. And the hat was similarly hued, decorated with a train of lace like a comet's tail, and it set off the color of her expertly-coiffed main perfectly.

It fitted her like she'd worn it all her life. It was astonishing.

"I... don't think you've got much further to go," she said. "This is unbelievable!"

"Coming from you, that means a lot, my dear!" Rarity smiled. "And don't forget to let the Princess know we'll have everything ready for her! Ponyville may be small, but we always do our part!"

Twilight winced at that. "But," she objected, "I can't afford something like this. I mean, I barely have enough on me for lunch here!"

"Oh, my darling! I don't want money! You've already let me take up so much of your valuable time! And hearing you tell me about your life in the city -- and don't sell yourself short, dearest, you're a wonderful storyteller! -- has given me just the boost I need to get me through all this work for tomorrow. So think nothing of it! A little gift from me to thee!"

"Well... thanks!" Twilight looked sheepish. "Um... you think maybe you could wrap it up to go?"

"Wasn't she wonderful?" Spike sighed, clutching his gemstone tightly as they trotted back along the street leading to the Square. "Are you sure we couldn't hang around and talk with her a bit longer?"

"Focus, Casanova! I thought you were the one who said we should be going."

"Yeah, well..." Spike blushed.

They got to the Square and found the balloon right where they'd left it. They put the bag with Twilight's dress and Spike's gemstone in the balloon's basket. And then Twilight turned and sighed, looking around at the place. She'd been here barely an hour... and it already felt like home.

"Howdy, y'all!"

Twilight turned, and found herself facing a large orange mare, with blond locks, wearing an eleven-gallon Stetson hat. The mare put out a forehoof.

"Name's Applejack! Haven't seen y'all round here before. What brings you to our neck of the woods? Are you here to supervise things?"

Twilight paused. After the conversation with Rarity, she was sick of letting ponies believe things about her that weren't true. And something about Applejack's cheerful friendliness made her just want to tell the truth, that she was running away. But thinking about it, she suddenly realized that wasn't the truth any more. Having met so many wonderful ponies here, she wanted to stay and meet more of them.

"I'm... just visiting for the day. And I really like it here!" She introduced herself and Spike as she and Applejack shook hooves. "Are you helping everyone get ready for the Celebration?"

"Surely am!" Applejack beamed proudly. "The Apple clan is in charge of the banquet prep, and we're not going to let anypony down! I just trucked a new load of baked goods into town, see?"

Twilight looked where she was pointing. Parked to one side of the Square was a cart piled high with boxes and trays of delicious-looking turnovers, cakes, muffins, and all kinds of other mouth-watering items. And hitched behind it was a second cart, groaning under a mountain of fresh-bucked apples. And hitched behind that were three more carts, with more of the same.

"Wow..." Twilight gasped. "You pulled all that into town on your own?"

"Shoot, that ain't nothin! I'll introduce you to my brother, Big Mac sometime. One time we were under the gun to get the harvest in afore a big storm, and Mac bucked and cleared the entire back fourty and then some, all by hisself! And there was the time I was feelin' my oats a bit, and I bucked a tree a little too hard and nearly got buried alive in apples! What kin I say? Fresh air and honest work, you build up that old earth-pony strength, and you can accomplish anything! Well..." She looked uncomfortable. "Most anything, I suppose!"

"What's the matter?"

"Aw, I was jes' thinkin' about the time I run off to live with my Aunt and Uncle Orange, up in Manehattan, ya know? Tryin' to be a socialite pony, right? Ha! I shoulda known that wasn't for me. Nope, farm girl, and proud of it! Second I set hoof back on the farm, bam, got my cutie-mark and knew this is where I belong. Apple to the core! Yee haw!"

"That's... great, A.J.! I'm really glad for you." Twilight smiled, though a little sadly.

Applejack noticed it, and came down to earth instantly. "What's eatin' at ya, sugarcube? Oh, I am sorry! Yakkin' on about my cutie-mark and all, that was insensitive of me! And I do apologize!"

"It's all right, Applejack! You didn't mean it."

"Shoot, you kin call me A.J.! Just like all the rest of mah friends! Say, I got to take that front wagon of baked goods over to the Marketplace. Y'all care to take a stroll over that way?"

"I'd love to, A.J.!"

"Well, all right, then! Gimme a minute to rehitch, and we're off!"

They trotted along together companionably, with Applejack towing the wagon full of apple treats like it was nothing at all. And as they walked, Applejack pointed out some of the local sights. And everything seemed to remind her of something an Apple relative had done at one time or another. She had more relatives than any pony Twilight had ever known. Twilight barely had to say anything to keep the conversation going.

After a short stroll through town they came to the open area where the Marketplace was set up. And Twilight was amazed. Row on row of small shops, colorful striped tents and awnings, tables loaded with food, trinkets and artwork, as well as more practical goods... it was hard to know what to look at first. And there were ponies everywhere. The place was mobbed, loud and noisy and busy with buying and selling.

Spike padded along beside Twilight, eyes wide. "This place is cool! Have you ever seen anything like it, Twilight?"

"Nope, never have!"

"It's busier than usual," Applejack allowed, "on account of folks being in town for the Celebration tomorrow. But it's usually bustlin' even on the quieter days." She stopped and waved a forehoof, and a yellow filly wearing a bright red bow on her mane waved back, from a stall far down the main row. "There's Apple Bloom! I'll just go unload this stuff with her. Y'all take a wander around, windowshop a bit. And if you need help with anything, just gimme a holler! I'll be around."

"Thanks, A.J. Are you sure we can't help you with that?"

"Naw, this won't take us long to deal with. Go on, now! Have fun!"

Twilight and Spike wandered down the row of stalls, admiring the wares on display, unsure of what to look at first.

And then Twilight found the book-peddlar's stall.

After several minutes of browsing through the titles, she felt a gentle tug on her tail. "Hello? Equestria to Twilight? You still in there?"

"Huh? Sorry, Spike! I just love old books! They remind me of those trips to the library with my parents." She sighed. "To me, a library is like one big long hug made out of words!"

"Wow, seriously?" Spike picked up a book himself, and paged through it. "Doesn't really do it for me. But hey, who am I to judge? Say, seeing as you're busy here, do you mind if I wander around a bit on my own? There's so much to see, and I wanna see all of it!"

"Uh huh..." Twilight replied distractedly. Then she managed to surface long enough to give him a warning look. "Just try not to eat anything we can't afford to pay for, all right?"

"Whatchoo talkin' bout?" Spike looked mildly offended. Then he put up his claws placatingly. "Okay, okay! I promise!"

"And be sure not to wander off... stick around the Marketplace, all right? I wouldn't want to lose you!"

"Yeah..." Spike stared up her, a little sadly. "Likewise!"

Then he scampered off around the corner to the next aisle.

Twilight continued looking through the books, using magic from her horn to flip the pages. It might just be a firefly spell, she thought. But it certainly comes in handy!

After a few minutes, her focus was again disrupted when something nudged her hindquarters.

"Yes, Spike..." she muttered. "Just a minute!"

"Oh! Um... excuse me!" said a small, nervous voice.

Twilight looked around, and found herself facing what looked like a pile of pink hair, with a small rabbit sitting on top of it. Then the yellow pegasus whose mane it was peered nervously around it. "Um... I'm sorry for bumping into you. It's very crowded today! I didn't mean to disturb you!" Her voice was so mild and soft, it was difficult to hear over the crowds.

"That's okay, no harm done. I'm Twilight Sparkle. It's nice to meet you!"

"Oh! Um. I'm ... uttershy..."

"Sorry? I didn't quite get that."

"... name ...s Flutt..."

"Still didn't quite catch that."

The pegasus made a visible show of throwing herself into her reply. Which merely turned her voice into a painful-sounding inarticulate croak.

"Wow..." Twilight said. "You look just like I do when I'm trying to make my magic work. Maybe you should... I dunno, take it easy? Not try so hard? I mean, I won't bite! Honest, I won't!"

"Oh. Um. You're right," the pegasus said. "I'll try. Um... my name is Fluttershy?"

"Perfect! And Fluttershy... that's a beautiful name! It goes so well with your cutie-mark... uh, I guess." Uncomfortably, she sought any other topic. "You must like butterflies a lot!"

Fluttershy's face immediately lit up with a warm smile, and her voice rose in volume, becoming much easier to follow. "Oh, I do! I like all sorts of critters! And I try to take good care of them. Like little Angel here!" She looked up at the rabbit on her head, who all this time had been staring at Twilight with a scornful look on his tiny face. "He's my best friend of all my critters. And normally I wouldn't even be here today, what with all the crowds, but I needed to buy the ingredients for his favorite salad!"

"Sounds like one lucky bunny!" Twilight said, smiling.

"Oh, he's a dear, he really is! Once you get to know him!"

Angel tapped his foot impatiently on her head.

"I know, Angel, I know! We'll get right on it. Oh, and then I simply must get back to the birds, and see if they're willing to do a few more run-throughs of the chorus before tomorrow. We're doing an all-bird chorus, you see, to welcome Princess Celestia tomorrow morning. And they're all coming along so beautifully!"

"Wow... that sounds like it's going to worth seeing -- and hearing!" Twilight said. "I'm sure she'll love it!"

"Oh! Well... thank you, Twilight! It was so nice running into you... er, so to speak!" She smiled, a little embarrassed.

"Hey, Twilight!" It was Spike, who had chosen that moment to scurry back through the crowds. "You gotta see what they're selling over there!"

At the sight of him Fluttershy leapt into the air, though it was with joy, not fright. "A baby dragon!" she cried in delight. "Oh, I've never seen a baby dragon before! He's so cute!" Angel had to desperately grab hold of her mane to avoid being unceremoniously bucked off.

Spike looked from Fluttershy to Twilight, and back again, astonished. "Have I just been hanging around with the wrong crowd of ponies my whole life? Finally I'm getting noticed around here!"

"And he talks!" Fluttershy was almost beside herself. "I didn't know dragons could talk! That's so wonderful Oh, I don't know what to say... um, what do dragons normally talk about?"

"If this is a dream," Spike said to Twilight, "I don't wanna wake up. Well," he went on, looking at Fluttershy, "what do you want to know?"

"Oh, absolutely everything!"

Twilight rolled her eyes and smiled. Then, not wanting to interrupt them, she went back to reading her book. But she kept one eye on Spike and his friend, taking note of how easily Spike got along with a pony he'd never met before. And how Fluttershy had come right out of her shell at the sight of him.

I wish friendship was that easy for me... she thought.

Applejack had finished unloading, so she accompanied Twilight and Spike back to Ponyville Square so Applejack could take the other wagons to where they belonged.

"Y'all must really like books," Applejack commented in passing. "The way I hadta peel ya away from that bookseller's stall."

"Yeah," Twilight admitted. "I love reading. That is, as long as it's about something I want to read about. Give me a good book and I'm gone!"

"Then maybe you oughta check out the library while you're here."

"There's a library? Where? I'm sure I would have noticed!"

Applejack pointed. "Right over there. The Golden Oak Library."

"That's a tree."

"Also a library. They found it was hollow, so they braced it up inside and put a library in it."

"Wow!" Twilight said. "That's beyond cool!"

"Yep! Of course, it ain't seen much use lately, more's the pity."

Twilight glanced at the balloon, still parked behind her, untouched and unnoticed. She commented on that, and Applejack looked surprised.

"Ain't nobody here that'd run off with a thing like that," Applejack said. "'Specially if it's here on official business. Shoot, we don't even have to lock the doors around here. Everypony knows how to behave!"

Twilight nodded. At the sight of the balloon, she'd made up her mind -- she'd go back to the School, apologize for running off with it, and let them kick her out if they wanted to. And then she'd come back here, and do... something. She wasn't sure what yet, but she felt sure she'd find something.

But first she wanted to check out the library.

"Thanks for everything, A.J.!" she said. "You've really made me feel right at home here!"

"Any time, sugarcube. Hope to see ya round again, real soon now!" With a wave, Applejack trotted over to her carts.

And Twilight, with Spike in tow, wandered over to the library.

The front door, bright red with an image of a candle painted on it, was unlocked. Twilight pushed it open, and found a darkened, dusty, unlit room beyond.

Filled with books.

"Oh, wow..." Twilight breathed, standing frozen in wonderment.

There were shelves everywhere. And every shelf was a jumble of volumes of every shape and size and topic.

She wandered around, sneezing a bit from the dust. Spike trotted along beside her, looking around himself. "Applejack was right," he finally said. "Yechh! Doesn't look like anyone's been in here for ages."

"Well, no wonder," Twilight replied. "I mean look at this place. There's no order to anything. They're not even alphabetized, they're just jammed in any old place."

She came to a halt and sat down in the middle of the room, thinking.

"Spike, I've been wanting to do something nice to thank all the ponies here for being so kind to us. And if there's one thing I can do, it's organize books. We can put this place in order, make it useful again."

"All this?" Spike glanced around. "That could take forever!"

"Not really," Twilight smirked. "I could organize this library in ten seconds flat!" She managed to keep her expression serious for a few moments, and then broke into helpless giggles. "Well, maybe not that fast! But we could try to make a dent in things at least."

"Well, okay, if you say so! What can I do to help?"

"Hmm... well, we can start by separating things into fiction vs. nonfiction."

"How d'ya tell the difference?"

"Fiction is interesting, non-fiction is true," Twilight intoned seriously. Then she smirked. "At least, that's the way my mother would put it."

"Tell ya what," Spike said, "you tell me which is which, and where to put 'em, and I'll tote 'em around. I am your assistant, right?"

"Are you sure? Don't want to make you do all the heavy lifting."

"Hey, dragon, remember?" He made a show of flexing his claws. "I can handle anything, just like A.J. and her carts! And you're better at figuring out where things go, so I don't mind!"

Twilight smiled thankfully. With Spike at her side, she began trotting among the shelves. "Okay, let's start by seeing if there are any lights we can turn on. And then we can clear out this group of shelves here. We'll make that into the non-fiction section, and kinda work outward from there..."

After what seemed like hours, they'd only barely made a dent in the first few sets of shelves. But at least every book they'd pulled together was properly arranged and alphabetized, and if Twilight squinted a bit to block out the rest of the disorder, it was already looking much more usable.

Then she happened to glance at the window, and realized with a shock that the day was coming to an end. The sky was already dimming, turning orange near the horizon.

"Oh my gosh! Look how late it is!"

"Huh? Oh yeah! Wow, easy to lose track of time when you're busy, huh?"

"Yeah." Twilight looked around, a little sadly. "I guess we've done all we can do here for one day. We'd better head back to the School, before it gets dark!"

"Wait, what?" Spike blinked. "We're going back?"

Twilight realized she hadn't mentioned it to him.

"Yes, Spike. I realized that I shouldn't have run away in the first place. I want to go back and apologize."

"Well... okay! If that's what you want!"

"And I'll be sure to tell them you had nothing to do with it."

"Well, that's not true! I ran away too, remember? And if I'm your assistant, then I'm just as responsible for this as you are!"

She smiled at the determined look on his face. "Okay, Spike, we'll go back and apologize together. How's that?"

"Now you're talking!" Spike nodded proudly.

Twilight trotted over to the doorway, Spike right behind her.

She came to a halt, with a gasp. "Spike!"

"What is it, Twi?" He came over to join her.

"The balloon! It's gone!"

In the Square outside, there was no sign of the Twinkling Balloon. And it was even later that she'd thought. Somewhere in the distance, Twilight could hear a clock striking seven. It was almost time for the Princess to lower the Sun for the night.

"What happened to the balloon?" Spike peered around. "A.J. said no pony around here would have taken it."

"That means someone from the School must have come and got it," Twilight said. "But they didn't know we were here with it. We're stranded!"

Twilight sat down and fretted. Up to now, it had merely been an impulsive move, a bit of harmless disobedience. But now she was in real trouble -- and Spike as well. And it was all her fault! I've blown it again, she thought. Big time!

Her eyes glistened, her face screwed up anxiously. "Ohhhh... Spike! What are we gonna do?"

Spike peered up at her, distressed at how upset she was. He paused thoughtfully for a moment. And then:

"Twi?"

"Yeah, Spike?"

"Princess Celestia taught me a really cool spell. You want to see it?"

"I'm not sure a spell can help us, Spike."

"This one can. All I need is some paper, a quill, and some ink..." He rummaged through the library's desk and found them, and brought them over. "Now, just pretend that Princess Celestia was right here, and you could say anything you wanted to her. What would you say to her?"

Twilight looked at him doubtfully, then sighed. "Well, I suppose I'd say I was sorry for running off, and for taking the Balloon without permission. And that everyone here had been really kind, way more than I deserved. And that I realized I was wrong to have done what I did... and then..."

"Uh huh, keep going," Spike said, scribbling industriously.

"... I'd ask if she could help the two of us get back home!"

Spike nodded, and scrawled a few more lines. Then, putting the quill behind his ear-spine, he rolled the paper up, attached a small ribbon and seal to it, and held it up. He glanced at Twilight.

"This is kinda good. I'm really proud of it!"

With a swift exhale of green fire-breath, the scroll was incinerated, and became a thin trail of smoke that leapt up into the air, arcing away into the sky back toward Canterlot.

"It's something Princess Celestia taught me to do," Spike explained, "whenever Sunset needed to send a message to her. Haven't had much chance to use it with Sunset, but I figured it was just what we needed right now."

"Thanks, Spike. You've been a great assistant. Don't let Sunset tell you otherwise!"

Spike stared up at her for a long moment. And then suddenly he trotted over and hugged her tightly. Surprised, she willingly wrapped a forehoof around him and returned it.

When he finally let go, he looked up at her and shrugged, embarrassed.

"Just wanted to do that now. Things might get too busy later!"

"I hear ya!" She ruffled the spines on his head with a hoof.

And then the moment was interrupted by an official-sounding voice.

"Excuse me! Are you Miss Sparkle?"

Twilight looked up, and found a gold-armored member of the Royal Guard trotting towards her. Clearing her throat nervously, she got up.

"Yes, I am. Am I under arrest?"

"No, Miss." The guard's expression was serious, but in a kindly sort of way. "Her Highness simply asked that we come find you. Would you both come with me, please?"

Spike had been right in thinking things might be hectic on the way back. In less time than Twilight would have expected, the guard had politely put them on a patrol chariot, which made excellent time heading back to the city. When they got there, Spike was led away towards the palace, and had barely enough time to wave goodbye to Twilight before he disappeared from sight.

And Twilight was unsurprised when the guards escorting her took her not back to the School itself, but back to her parents' house in the city.

She eventually found herself sitting on the carpet in the living room, head lowered, with her parents beside themselves with a mixture of relief, astonishment, and annoyance.

"Twilight, why didn't you just say something?" Twilight Velvet shook her head, her purple-and-white bangs flouncing. "When we were told you were missing, we were worried sick!"

Night Light put out a comforting hoof to stroke his daughter's shoulder. "I know you must have been really hurting, Button, to have run off like that. But you really should have talked to someone instead. You could have gotten lost or hurt. And we'd never want that to happen to you!"

"I know." Twilight nodded, sadly. "I'm sorry! I just -- I couldn't stand it there any longer! Couldn't stand being so useless! Just a worthless blank-flank with lousy magic... I just... I just had to do something!"

"Shhh..." Twilight said, hugging her. "Don't think that, darling! You are not worthless. And you'll find your mark... someday. The important thing is, you're safe now. And we'll just have to figure out what to do next. Maybe we can send you to the regular school, here in town. You should be able to catch up with your lessons easily enough."

"I suppose." Twilight sat quietly for a long moment.

"Maybe..." Twilight Velvet looked briefly hopeful. "Maybe if you wrote a letter to Princess Celestia, saying you were sorry. Maybe... she'd let you back in, give you another chance?"

"I would..." Twilight smiled weakly, her eyes wet. "Except, in way, I already did."

There was a loud rap at the door.

Twilight's parents looked up, and then Velvet crossed to the door and opened it. "Yes?"

"Sorry to trouble you again so late, ma'am," said the guard standing outside. "But Her Highness has requested that the three of you be escorted to the Palace immediately. She wishes to speak with Miss Sparkle!"

The main Audience Hall of the Palace was huge, chilly, and dead silent, apart from the faint trickling of the fountains beside the throne. The massive stained-glass windows were darkened, with only the faint sparkling of starlight visible through them.

Twilight sat alone on the red carpet, directly before the golden throne. Her parents were looking on from where they were sitting, off to the side, and along the walls to either side were a small contingent of guards.

And seated on the high platform of the throne was the tall, shining white figure of Princess Celestia herself, ruler of Equestria, and Princess of the Sun, Moon, and Stars. Her head was held high, and her large, shining eyes gazed down with a sternly unreadable expression.

Twilight kept her own eyes lowered, even as much as she wanted to look up and take in what might be her only glimpse of Her Majesty.

"Twilight Sparkle!" Princess Celestia finally spoke, her voice ringing in the vast emptiness of the chamber. "We have asked you here because we wished to be further informed about your, shall we say, unscheduled field trip in Ponyville today... based on what we have already been told by Spike, here."

At that, Twilight did look up, and saw Spike leaning around from behind Celestia, furtively waving a claw in greeting.

"Describe for us, please," Celestia said, "what you did while you were there. And leave nothing out, however trivial it might seem."

Twilight swallowed, and then spoke, struggling to raise her voice above a terrified whisper. She stumbled through a description of the balloon flight, and meeting Rainbow Dash, then Pinkie Pie, then Rarity, then A.J. and Fluttershy. And finally, of the library and how she and Spike had tried to help by organizing it.

As she spoke, she noticed that the Princess had lifted a small scroll in her magic and unrolled it, and seemed to be consulting it as Twilight spoke. Twilight assumed it must be the letter Spike had sent -- though there hadn't been anything in that about what she did in Ponyville.

The Princess seemed to be comparing what was on the scroll with what Twilight was saying, her expression becoming increasingly disturbed with every word. Twilight stumbled to a halt, not liking the look on the Princess's face at all. She seemed almost angry, like she was struggling to keep herself from shouting.

But it didn't seem to be Twilight that she was angry at. Her voice, when she finally spoke again, was gentle and even. "Twilight," she asked, "would you tell me, please, exactly how you knew to speak to these particular ponies?"

Twilight stared, confused. "Your Majesty? I didn't -- they were just the first ponies I ran into, as I wandered around."

"And you simply made friends, with each of them?"

"Yes, your Highness! Though it wasn't hard at all... they were so nice to me I couldn't help but be friendly back! Oh, and you don't have to worry about the Celebration tomorrow -- they're all doing their best to make sure it'll be a success!"

"Indeed?" And now Princess Celestia's voice sounded... surprised? The Princess was gazing down at her with a strange, unsettling, evaluating look. It was not unfriendly, but it worried Twilight.

The Princess was looking desperately hopeful... and Twilight couldn't see why.

Then the Princess shook herself, and adopted a sternly calm expression once more. "Twilight Sparkle," she said levelly, "We believe we have been seriously mistaken in our appraisal of you!"

Twilight cringed, and lowered her gaze. "Yes, your Highness." She shut her eyes and waited tensely for Princess Celestia to pronounce judgement. To kick her out of the School, to punish her, to banish her, or even worse. She just wanted it over with.

"Will you do something for us?"

"Your Highness?" Twilight looked up at her, puzzled. "Of course! What?"

"Will you give us a demonstration of your magic?"

Twilight stared, eyes wide. And felt her very soul fall to the floor and shatter into a million tiny pieces. No! she thought. No, no, no! Please no! Tears filled her eyes. She lowered them, and gasped hopelessly.

"Yes, your Highness," she whispered, accepting her fate.

Celestia glanced to her left. "Spike, if you would?"

Spike looked up, surprised, and then looked around, found a handy cushion, and trotted down the ramp of the throne to place it on the carpet in front of Twilight. Then he backed away, off to the side, and stood watching, claws tightly clasped, eyes wide.

"Whenever you're ready, Twilight," Celestia said gently. "Just levitate the cushion."

Twilight's head snapped up. Her teeth set, angrily. She set all four hooves on the floor, and glared at the cushion. She lowered her horn, her face tensed. She willed her magic into her horn, determined that if she couldn't lift the accursed thing, she'd... blast a hole in it! Go out in a blaze of glory! ... or, something like that, anyways.

She felt her magic welling up, the warm glow of it building in her horn, felt her horn fizzing and sparking -- and then felt it beginning to ebb away, uselessly, like always.

She sighed desperately, feeling useless, utterly alone. And that made her think of Spike, ever helpful and reassuring. And the ponies she'd met in Ponyville, each of them somehow flawed and yet utterly accepting of her. She recalled how that felt, to be simply accepted for no other reason than because she was there, and because it was how her friends lived their lives, every single day.

And as she thought about that, she suddenly felt as if something had snapped loose, felt as if she'd fallen through an unexpectedly open door. She felt her power surging back, hotter and more intense than it had ever been. She felt the hairs of her coat standing on end, felt herself lifting off the ground, surrounded by a steadily increasing nimbus of crackling violet power.

She barely had time to scream, in shocked agony.

And then an explosion of sheer unleashed magic potential blossomed, filling the entire audience chamber... and she was trapped at the raging center of it.

The stained-glass windows were blasted outwards in a torrent of flying glass shards. The roof was thrown sky-high in a volcanic eruption of shattered marble. The room's decorative hangings were shredded or simply incinerated. The gold alloy of the throne itself warped and ran like butter.

She felt, rather than saw, the wave of magic potential wash over the room's occupants. The guards were flung clattering against the walls. Her parents were transformed into potted plants. She saw Spike mushroom into an enormous, razor-toothed, iron-scaled adult dragon, a hundred feet long, his bulk filling most of that side of the chamber.

Only Princess Celestia remained unaffected. She stared at Twilight, eyebrows lifted. And then she rose from her seat on the ruined throne and strode forward, straight into the blazing inferno.

Princess, Twilight thought, please, no!

But Celestia continued forward, until she was standing directly in front of Twilight. She extended her neck. Her nose touched Twilight's. And in the midst of the crackling, raging energy, her voice was calmness itself.

"Gently, Twilight," she said. "You can control this."

"I can't!"

"Yes," Celestia persisted. "You can. Relax, Twilight. Just calm yourself, and think about what you want to have happen!"

The Princess's unswerving confidence steadied Twilight. She felt the unleashed potential settling down, retreating wherever it had come from. She looked worriedly at the potted plants, and instantly they were her parents again. She looked at the guards, and saw them slowly standing up, shaken but unharmed.

Then she looked at Spike. His massive head swept back and forth as he inspected himself. She saw him... smiling, as if he liked being that size. But then he looked down at Twilight, and she saw the small, scared dragon looking out of his eyes... and not because of how he looked. Because he thought it might mean they wouldn't be friends any more.

A glance, a thought, and Spike was his old self again.

And the last of the power faded away, Twilight's hooves touching down on the floor once more.

There was shocked silence in the ruined chamber for at least a minute, as everyone caught their breath. Twilight gazed up at Princess Celestia, who stood over her, smiling down at her. "I'm sorry, your Highness!" Twilight finally said. "My magic's never done that before!"

"That's because it wasn't just magic," Celestia said. "Other ponies have magic, Twilight. You have something far more important... the gift of Friendship. You simply needed a way to unlock it, bring it out into the open. And the act of friendship has unleashed your true potential!"

She pointed a hoof at Twilight's flank. Twilight looked, and nearly jumped out of her skin. She had her cutie-mark! A large purple star, surrounded by five small white stars. She stared, unable to believe it.

"Way to go, Twi!" Spike said, trotting over to her, a smile on his face.

"Thanks, Spike!" Twilight suddenly gazed around, wincing at the destruction she'd caused in the process. "I'm sorry for all the damage, your Highness!"

"Twilight!" Celestia said scornfully. And with a toss of her head, a wash of warm, glowing, sun-bright potential swept over the entire Palace. The audience chamber, its stained-glass windows, the throne, the hangings... all of them were completely restored, as if nothing had happened.

"This place is mostly magic to begin with!" Celestia said calmly. "So no harm done. And it wouldn't be the first time I've had to redecorate like this."

"Excuse me, your Highness?" Twilight Velvet had finally pulled herself together enough to speak. "But... is Twilight going to be all right?"

"Absolutely!" Celestia said. "She will need some additional training and study, to learn how to control the forces she can now wield. But we'll be able to handle that!"

"So... she'll be able to continue at the School?" Velvet asked hopefully.

Celestia gave her an amused look. "Far more than that! As it happens, I unexpectedly have an opening for a student with exceptional talent and power. Twilight," she said, seriously, "I would like you to become my personal student, if you're willing?"

"Seriously?" Stunned, Twilight nodded. "I'd be honored, your Majesty!"

"And seeing how well you and Spike have gotten along," Celestia went on, "I am assigning him to be your personal assistant from now on!"

"All right!" Spike punched the air with a claw. "But... your Highness, what about Sunset..."

"Spike!" Celestia's voice suddenly became tensely, coldly forbidding. "Right now, and for the near future, I would very much appreciate not hearing that name spoken in my presence!"

Spike huddled into himself worriedly. Then he scampered over to stand next to Twilight, exchanging a pleased grin with her.

Twilight, for her part, looked up at Celestia proudly. "Can we get started right away, your Highness?"

"Unfortunately no," Celestia said, regretfully. "I will need some time to come up with a proper lesson plan for you. And there are other... pressing matters that may require my immediate attention. However, I would like to ask you to do something for me..." She suddenly paused. "No... wait a moment. I feel that I have been going at this completely the wrong way. Twilight," she said, looking at her, "what would you most like to do, right at this moment?"

"Me?" Twilight considered. "Well... if it wouldn't be too much trouble..."

"Yes?" Celestia said, encouragingly.

"I'd really like to go back to Ponyville, and watch the Summer Sun Celebration with all the friends I made there."

Celestia sighed softly. "Luna was right, all along," she murmured to herself. "There is a time to lead, and a time to simply get out of the way!"

"Pardon, your Highness?"

"Nothing, Twilight. Just an old memory. And I think your suggestion is exactly what you should do -- If your parents have no objection."

She glanced briefly at Twilight Velvet and Night Light, as if daring them to object. Sensing her mood, they wisely said nothing.

"And given the lateness of the hour, I'll even throw in the use of the Royal Golden Chariot to take you and Spike there at once."

"Really?" Twilight was floored.

"On one condition!" Celestia said sternly.

"Yes, your Highness?"

Celestia smiled. "When you get there, have Spike send me a picture of you and all your friends, together. I would like to have it, to remember this day by..."

...the day, Celestia thought to herself, that all Equestria was very likely saved by a foolish young filly who got totally fed up, and ran away...

The End

My Little Pony: Friendship is Magic, its characters and indicia are the property of Hasbro.
No infringement is intended. This story is a work of fan fiction, written by fans for fans of the series.