Afraid. Confused. Drained. Sometimes pain. She felt it all nebulously, but the most prominent thing she felt was drained.

It all flooded her mind and made her want to scream. But all Fluttershy could do was drown in sensations that felt... unnatural. As Twilight did. As Rainbow Dash did. As they all did. There was nothing to do but hang unconscious inside their cocoons. Fluttershy and her friends had all fallen prey to Them. They were everywhere. They crawled and buzzed about, guarding, patrolling, feeding. They even invaded Fluttershy's dreams– if these sensations could even be called dreams. What was happening was far too horrific, too unnatural to be a nightmare.

They hissed and chittered as they worked, whether they patrolled the hive, guarded the queen, or fed. They all took turns feeding. Feeding on the love coming from the cocoons, and the comatose ponies that lay inside. Although none of the six friends were aware of it, they had been ponynapped and replaced. They had replaced all six of them. And nopony was going to save them from the Changelings!

Fluttershy had been drowning for– Celestia knows how long! Hours? Days? An eternity? At some point, she managed to open one of her eyes. Even if her mind wasn't submerged in the haze, she couldn't see much past the substance that surrounded her. She tried to focus, and thought she saw her. 'Twily?'

She couldn't speak. She couldn't call out to Twilight. Couldn't even groan. Nothing could be done. She stared vacantly at her marefriend. That beautiful purple alicorn who was drowning, just as Fluttershy was. What she saw next coaxed her eye shut as her mind sank back into the delirium.

The creature that hungrily hissed at her drew closer, and she surely would have had nightmares about those silver teeth... Those insectoid eyes... That black, chitinous exoskeleton...

But this wasn't a dream, and there were no nightmares to be had here. This is an asylum, darker and more evil than Tartarus. One name crossed her mind as her sanity faded with her consciousness.

'Discord!'

Starlight was panicking, mostly she couldn't believe what was happening. When she and Trixie found out about Queen Chrysalis's plans, the first thing she thought of was to go to the Crystal Empire and find help from Princess Cadence and Shining Armor. But Thorax– an exiled Changeling who had been drawn to the Crystal Heart seeking a better life– arrived to tell Starlight that Cadence and Shining Armor had also been captured!

Without Princess Twilight, Cadence, or the Celestial Sisters, Starlight couldn't think of anypony powerful enough to take on the Changelings. But, for better or worse, a certain draconequus's ears were burning and he made himself known.

Discord, The Lord of Chaos and Disharmony, seemed rather unmotivated by the ponynappings of the Princesses. But the implication of Fluttershy's capture– of all ponies– stirred his malice and bravery. He had snapped his claws and transported the four of them to the edge of a wooded area near a cliff. And now, they were staring at a barren wasteland and a black, misshapen spire. They all saw the Changeling hive, but worse yet, they looked to Starlight for guidance.

Starlight could only think of how she would rather switch places with Twilight. She didn't have the confidence to oversee the Sunset Festival she had run away from only a day ago. How could she be a leader? Furthermore, how could she be a leader without slipping back to her old ways? Who was worse, really? Queen Chrysalis, trying to steal love meant for the Alicorn Princesses to feed her hive? Or Starlight Glimmer, the pony who tried to steal the cutie marks of every pony in Equestria because of a friend who abandoned her when she was a foal?

While she was lost in her thoughts, Discord had been trying to deduce why he hadn't teleported them to Fluttershy. What snapped Starlight from her thoughts was when Discord raised his paw and proclaimed, "Oh well, if at first you don't succeed..."

Starlight barely managed to use her magic to stop Discord from snapping his paw and sending them to Celestia Knows Where. "Maybe we should come up with a plan first."

Discord blew Starlight's magic away from his paw like steam from hot tea, before asking incredulously, "A what?"

Trixie chimed incondescendingly, "You know, figuring out the best way to do something before you actually do it.”

Discord laughed heartily as if Trixiehad told a joke, “Oh, that's adorable! But you see, unlike you, I can do anything.”Thorax lifted his foreleg to speak, but was cut off by the Lord of Chaos batting his paw at him in dismissal. “That's all very nice, but really a waste of time. We have me. And what else could we possibly need?”

Trixie was unamused. Sarcasm was dripping from her words as she heckled Discord, rolling her eyes, “A draconequus with magic and half a brain might help.”

The irritated draconequus narrowed his eyes at the blue unicorn. He floated in her face to glare at her on her level. “Why are you here again? I mean, it's not like you're going to stop the changelings”–Discord grabbed Trixie’s hat and pulled another Trixie out of it–“by pulling a rabbit out of a hat.”While both Trixies’ facial expressions were not identical, they each glared at Discord with displeasure. “At least my magic can do something.”

Thorax timidly spoke up, “The thing about magic here is–...”

“Like this!” With the snap of his paw, Discord was mounted upon a pig with pegasus wings. Both the pigasus and the draconequus had jousting armor. Lifting his lance into the air, Discord proclaimed triumphantly, "For Fluttershy!"

Just as quickly as he had summoned it, the charging swine disappeared underneath Discord. He yelped and grabbed the edge of the cliff, pulling himself back up. As if to troubleshoot the problem, he snapped his claws and summoned another flying pig to his side, which evaporated the second it flew forward.

Thorax was exasperated as he explained,“I've been trying to tell you! Nothing other than changeling magic works here. Chrysalis's throne is carved from an ancient dark stone that soaks up outside magic the same way changelings soak up love. It's how she keeps the hive safe.”

Starlight lit her horn and approached the cliff's edge, leaning her horn forward. In an instant, the aura disappeared and the magic fizzled into nothingness like an extinguished flame. She watched as it twinkled in the breeze and faded away. 'This is going to be harder than I thought!'

Trixie spoke up, “So, uh, what kind of plan were you thinking?” She sounded just as worried as Starlight was.

Starlight turned to her normally confident friend, speaking as calmly as she could, “Without magic, I have no idea." She looked away and closed her eyes, trying to calm her mind and focus on the task at hoof. Turning to her three companions, Starlight spoke resolutely, "But nopony else is coming. So somepony better come up with something.”

A few seconds of silence as Discord, Thorax, and Trixie just stared at her with dismayed expressions. It may as well have been microphone feedback with how deafening the silence was. “Anypony?" They all just looked at each other, hoping that one of them would pitch in. "Anything?” Everypony just looked at her with a raised brow.

'Of course, I'm the one who has to take charge. Great!' Starlight sighed deeply as she closed her eyes. She couldn't help but wish once more to be swapped with Twilight. 'I need some saving from time to time too!'

Another eternity or two passed, another lifetime of unrest and unconscious.

Fluttershy thought she heard raised voices. They were muffled by the cocoon, but there was one familiar voice that spoke out against the darkness. It seemed the darkness shouted back.The hungriest, angriest shadow challenged the only ray of light that dared enter the asylum. Then one of the shadows turned to light, as it was being consumed by the greatest shadow of them all.

"Then... Don’t! Sharing love is what made you different to begin with! You should share yours with Chrysalis! GIVE HER ALL OF IT!"

'Starlight Glimmer?' Fluttershy forced an unwilling eye open. There was a beacon of light in the darkness, one that drove back the dark shapes and contested the might of the darkest shadow. Then a loud boom. Fluttershy lost consciousness again, but heard the subsequent booms as one by one the darkness became populated by beacons of love. Everything came crashing down. Even the darkness collapsed like a roof in an earthquake.

Fluttershy sat up– wait! She was free? What was she free from? What had happened? Was that all just a dream? She rubbed her throbbing head, realizing she was covered in some kind of goo. She was outside, somewhere she didn't recognize, surrounded by ponies she did and–

"Fluttershy?!" Before she knew it, Discord was lifting her off her hooves and hugging her, cradling her in one arm while squeezing with the other. The draconequus's grip was tighter than it had ever been in the few years she had known him.

"It's, uhm, good to see you too!" Fluttershy held him and nuzzled into his chest. As Discord set her down, Fluttershy took a better look at her surroundings. There were the princesses, her friends, Trixie Lulamoon, Starlight Glimmer– wait! There were beautifully colored insectoid creatures everywhere. They kind of looked like... Changelings? Why were they sparkling?

Fluttershy saw Starlight help Twilight out of a puddle of goo. "Starlight? What happened?" Twilight asked, looking around at the creatures standing and hovering about, helping ponies out of cocoons.

Starlight Glimmer explained as best she could, almost as confused as Twilight. It was as if she couldn't believe what she was saying. "We defeated the Changelings– with no magic at all– they found a new leader... And...they're all kinda... Good now."

A large, sparkling Changeling with antlers– Thorax, if Fluttershy had to guess– walked up to Starlight's side and nodded knowingly. Twilight stared in disbelief, while Luna approached with a smile. "Well done, Starlight Glimmer. It seems as though you've learned a great deal since we last spoke–..."

All eyes turned to the sound of rocks shifting and clattering as Queen Chrysalis emerged hissing from under a pile of rubble. Her anger was replaced by a look of fear and betrayal.

Standing between Discord and Trixie, surrounded by her friends, Fluttershy found herself scowling bravely at the former queen of the Changelings. Celestia took to the air from where she was in the back, landing next to Thorax to stand boldly beside him. Behind Celestia stood Discord, Pinkie Pie, Rarity, Applejack, Spike, and an airborne Rainbow Dash. On the other side of Thorax were Luna and Twilight, each with wings flared for intimidation and Twilight's horn glowing. Flapping above Twilight was the protective sister-in-law Cadence, with an enraged Shining Armor next to his sister.

Some Changelings hovered throughout, and all in present company scowled, sneered, or glared at the dark creature before them. All but the uncertain, passive looking unicorn in between all her friends and Chrysalis.

Like a true leader, Starlight stepped without malice towards Chrysalis.

Mane blowing in the wind, Starlight took a step towards Chrysalis. The dethroned queen looked up at her pitifully from behind her wispy grey-blue mane. "When Twilight and her friends defeated me, I chose to run away and seek revenge. You don't have to. You can be the leader your subjects deserve."

Chrysalis looked away, forlorn and contemplating Starlight's words. She turned to look at Starlight's outstretched hoof, seeming frightened and unsure of what to do. She looked up into Starlight's eyes as she slowly reached for her hoof.

At the last second, Chrysalis swatted her hoof, scowling down upon Starlight as she rose to tower over her. As she backed away, her voice was more vicious than ever. "There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!"

Chrysalis dove off the edge of the mountain, flying into the distance. Starlight and many others had run to the edge to watch Chrysalis flee, but everypony was silent. Even if she was relieved it was over, Starlight couldn't shake the feeling that they had replaced a looming threat with one that waited in the shadows to rear its head again someday. She looked down, unable to keep disappointment and worry out of her mind.

Twilight alone walked up beside her, wrapping a hoof over her shoulders and giving her a smile that said more to put her at ease than any speech could. Her fears evaporated instantly upon looking at that smiling face. She was always good at inspiring Starlight; instilling hope and purpose that drove her forward. Without that hope and everything she had learned, Starlight couldn't have lead an unlikely group of heroes to victory over Chrysalis' tyranny.

Starlight smiled at her proud teacher, having accomplished a great feat in terms of Friendship. She had convinced Thorax and innumerable Changelings to give love freely and they had metamorphosed into radiant creatures. A shining ray of hope that promised a bright future for Equestria and the Changeling Hive.

Celestia approached Thorax regally, speaking to him as a friend and an equal. Her smile was warm and diplomatic, a stark contrast to the fiery glare she gave Thorax's predecessor. "Thorax, as the new leader of the Changelings, I look forward to discussing how we can improve our relationship in the future."

Thorax bowed humbly, as Celestia turned to Starlight and Twilight, continuing, "However, for the moment, perhaps it is best if we leave the Changeling Kingdom to the Changelings."

Discord appeared between Applejack and Rarity, clapping his paw and talons. "Splendid idea! Now who's ready for some celebratory tea at Fluttershy's?!"

An overwhelmed Fluttershy stood timidly amidst the odd company of ponies and Changelings, taking stock of how many were present. "Oh, uhm, everypony?"

Starlight grinned wider and cantered over to the once-again overpowered Lord of Chaos. "Actually, now that you can snap your claws and send us absolutely anywhere again, I think I have a better option."

Discord smirked. Starlight was more than happy to put all the stress, self-doubt, and Rockhoofian feats of bravery behind her. But first, Starlight had to face one more difficult task; admitting her fears to the ponies in her old village and make up for her... Dramatic outburst.

She couldn't sleep. She was exhausted from a long day of leading a group of heroes and celebrating with her friends and former neighbors. But even the spell of Luna's night sky couldn't keep her from looking up at it. It was so beautiful after all.

Starlight was lying on the roof of Trixie's cart, which took quite a bit of convincing to coax Discord into delivering to the village. Three of the princesses and Shining Armor had been dropped off in Canterlot, while Twilight and her friends were sent back to Ponyville. Starlight and Trixie had elected to stay in Starlight's old village for the night. There was no way in Equestria she would ask to stay in her old house, so an empty cot was waiting for her in the wagon. But Starlight would probably fall asleep stargazing on the roof.

The Sunset Festival went amazingly, for both Starlight's old village and the friends she brought to it. It was the best way she could have ended the day, and the joy she felt from unwinding in her old village was matched only by the satisfaction of getting things done. She had overcome her worries about leading ponies and it didn't look like she would relapse into the role of a manipulative oppressor.

Despite this, she still felt the pangs of guilt remind her of her days as the town’s despot. She had made amends as Twilight's pupil, come clean about her fears as Equestria's latest hero, and had obviously been forgiven several times over. Still, Starlight felt like she hadn't made up for the horrible things she did to these ponies. 'Would anything ever make up for that?'

"Can't sleep?" Starlight didn't jump much, but hearing Trixie's voice snapped her out of her thoughts and made her flinch a little.

Starlight smiled at the azure blue unicorn climbing up onto the roof to watch the stars with her. "Yeah, I'm definitely exhausted but... Just look at this sky! Can you believe most of Equestria just sleeps through the night without ever seeing how beautiful it is?"

Trixie was not so mesmerized by the vast blanket of stars and Luna's glowing moon, but looked up and smiled all the same. "It is pretty great. Mind if I join you?"

Starlight scooted to the left while Trixie climbed onto the roof and lay on her back to Starlight's right. Where Starlight had her hooves resting behind her head, Trixie just awkwardly kept her hooves close to her chest as they both stared at the sky beside each other.

"We did something amazing today, you know? Now Princess Twilight and her friends aren't the only ponies who have fought Now-Former-Queen Chrysalis!" Of course Trixie's first instinct would be to gloat; It was how she processed accomplishment. It did nothing to help Starlight.

Modestly, Starlight remarked, "You three were pretty amazing."

Trixie batted her hoof and insisted, "Starlight, we would have gotten captured by the Changelings or bickered on that hill until the seasons changed if you hadn't been there! Your quick thinking gave us direction and your sheer force of will kept us from turning on each other. Thorax may have dethroned Chrysalis, and Discord and I may have helped get him there, but you were the one who lead us to victory.

"You took initiative from the very beginning; you came up with all the improvised plans; you figured out how to get to the throne; and you gave Thorax the support he needed to become more than a Changeling. Try as you may, you can't deny that this was your victory just as much as it was Thorax's or Discord's or The Great and Powerful Trrrixie's!"

Whether for herself or for Starlight, Trixie did all the celebrating. And oddly enough, Starlight felt like Trixie was giving her permission to feel pride, where she didn't allow herself to. Starlight was blushing and trying desperately not to let Trixie see. "Yeah, I guess I am a great leader."

Trixie slid closer as she wrapped her foreleg behind Starlight, each pony looking at the other. "Starlight, if there were a war tomorrow, I would follow you blindly into battle."

Starlight didn't know what to say. She shimmied to accommodate Trixie's foreleg, feeling brave enough to ask,"Even if I bossed you around against your will?"

Trixie shrugged "Whatever gets the job done, Commander Glimmer!" It wasn't a comforting thought for Starlight, but Trixie's joke made her relax. Trixie could be reckless and self-absorbed, but at the end of the day, Starlight couldn't think of anywhere she'd rather be than beside Trixie.

Silence lingered between them, but it was clear that they were both comfortable with it. So they just stared into the night sky, Trixie's foreleg still wrapped around Starlight's shoulders and barrel.

Trixie finally broke the silence, masking her proposition behind a series of statements, "You know, my wagon could use some reorganization. And my act could always benefit from having somepony behind the scenes. There's just so much that I can't do on my own. And, once the wagon gets reorganized, there might be some room for somepony to join me. Somepony brave, decisive, cunning, really good at magic–!"

Starlight blurted "I'd love to!"

As if expecting her to say yes, Trixie continued by saying,"You're hired! Don't think of it as a boss-assistant relationship, as much as a partner-partner relationship, where the audience is allowed to think of you as a stage assistant and business manager. Which reminds me, how good are you with taxes?" The awkward way she pursed her lips was obvious.

Starlight didn't flinch. "I could do accounting in my sleep! How soon can we get started?"

Trixie smiled "There's no set date, but I was thinking... After the ceremony, maybe we could start planning to go on tour?"

Getting the slightest bit anxious, Starlight pensive bit her lip before she answered,
"Let me think about it. We can discuss it after the medaling ceremony, okay?"

Trixie feigned frustration before returning to her boastful self,"Well, I suppose the Great and Powerful Trixie can wait two, perhaps three more days to start preparing for our 'The Brave and Talented Starlight & The Great and Powerful Trixie Captivate Equestria' World Tour!"

Starlight chuckled at the mouthful of a title, "Oh really? How come I get top billing, oh Great and Powerful One?"

"Hey, you're going to be doing a lot of heavy lifting and behind the scenes work..." Trixie justified, "On top of putting up with me for, like, a year or so! The least I could do is make you a household name, such as yours truly!"

Starlight would have deadpanned if it weren't for the smile she couldn't get rid of, "Humble much?"

"I mean it, Starlight! You deserve only the best. It's not like I'd share the spotlight with just anypony! Only my greatest and most powerful best friend may have that privilege."

Overtaken by joy, Starlight let herself get lost in the excitement. She leaned closer to kiss Trixie on the cheek without thinking about it! Trixie said nothing. They just held each other the whole night, lost in each other's company and the unfathomable night sky above. Starlight hadn't felt this way around anypony, not even Twilight. And that reminded her...

"Remember when you sacrificed yourself to distract that Changeling ambush?"

Trixie shuddered, "Don't remind me! I can still feel that goo all over me!"

Starlight wrapped her foreleg behind Trixie's neck, putting her hoof on her right shoulder and rubbing gently to ease her friend away from that particular part of the memory. She spoke from her heart, "Well, when you volunteered, I thought I was going to be so lost without you! I was worried that I wouldn't know what to do without you. I couldn't stand the thought of losing you. But it was because of you that we got the job done. You and Thorax both showed me that selflessness was what the Changelings needed. And it was your selfless act of courage that helped me push on. You made me want to be braver, Trix!"

Trixie beamed, "Starlight, don't make a magician blush! I can't help it if I'm brave sometimes!" She sounded more proud of herself than normal. And there was something in her tone that was different too. Her confidence was alluring. Starlight pulled Trixie closer, who snuggled into her chest some more.

DESCRIBE THE RTHYMIC RISE AND FALL OF TRIXIE BREATHING, HER HEARTBEAT, SHIT LIKE THAT

With Trixie having satisfied her need to boast for the night, Starlight let her head come to rest once more beside Trixie's head, the two unicorns sharing a comfortable silence again. As Trixie slipped into dream land, Starlight watched the rising and falling of her barrel. Starlight could almost hear the other mare's heartbeat over her light snoring.

"Goodnight, Trixie!" Whispered Starlight, the world around her starting to fade as her eyes grew heavy.

Amazingly, Trixie responded, "Goodnight, Bestie."

Starlight smiled, and a thought crossed her lips as soon as it crossed her mind; "I love you" The words cascaded out of her mouth quicker than she could regret them!

Trixie just yawned and cuddled up against Starlight's side, "Love you too, bestie!"

Starlight's worried for a fraction of a second, but soon she felt some other emotions taking over. The whole village, the Changeling Hive, and all of Starlight's friends would be joining them for their medaling ceremony the day after tomorrow. Starlight, Trixie, Thorax, and Discord would all be receiving the Equestrian Pink Hearts of Courage. But for tonight, laying under the stars with Trixie in her arms may well have been the greatest feeling in all of Equestria.

Author's Note

What? 4 POV changes in a single prologue? That's gotta be an academy record!
And thus begins my Starlight story in theWho We Become ethos. I can never stop thanking Krickis for their advice, proofreading, support, and invaluable ideas.

The fluttershy narration was inspired by various Aliens books and comics, Such as Nightmare Asylum and Sea of Sorrows.

To address the baby alicorn in the room: I know Flurry Heart is in “To Where and Back Again”. But as a compromise to keep WWB canon to my story, Flurry isn’t in this scene. This would be BEFORE Finding Home, so Cadence isn't pregnant yet. And by proxy, this means no Sunburst either. I also had to introduce Thorax with a different back story, but minor details are minor.