Starlight Glimmer was out of ideas, almost out of tricks. She had to regroup, come up with something else. With the flash of a teleportation spell, she dashed into the caves behind her.

"Well," said Applejack, "Ah reckon that's that. Most likely we'd get lost goin' after her. We should-"

Twilight interrupted with a slight growl. "The shnutz, you say. After what she's done, the LAST thing I'm gonna do is let her get away scot-free." Gesturing behind her, Twilight said, You girls get back to the town there." Turning back to the mouth of the cave, she said through her teeth, "I'll be back."

"Be careful, Twilight." said Fluttershy softly. but then with a more steely expression, she added, "But kick her flank into next week if you like."

"Indeed!" Rarity concurred. "Show her what her type get for what they do." Rarity concurred.

Pinkie put her two bits in, "We'll be waiting back in... Our Town, I think they called it. Be careful, though. That mare is bad news."

Twilight was well aware of that, preparing a host of spells in preparation for what was to come. 'Cheetah's Speed... Eagle's Splendour... Armadillo's Defense... Steel Will... Extended Regen... Shell...'

"Don't worry, Pinkie. I'll be fine."

Finally, casting a tracing spell with Starlight's cutie mark quite clear in her mind, she began to track the retreating mare, determined to... "have a word" with her, and give her some idea of just who she was dealing with..

Starlight was still running through the cave. 'Ha!' she thought to herself, 'I'm glad that I took the time to map out this cave in case I needed to make a getaway. Now I just need to-'

Her thoughts came to a sccreeching halt as a lavender barrier erected itself in her path.

"OOPH!" Starlight exclaimed, the wind knocked out of her.

"Just where do you think YOU'RE going?"

Starlight finally caught her breath and the stars in her vision were starting to clear. So she turned to look at the voice's source. "No! NO! What are you doing here?" she snarled, horn sparking in anger.

Twilight glared back, a hard set to her expression. With a cold tone she said, "You took something beyond price from many ponies. I'm not about to let you get away without paying the price."

"PAYING THE PRICE?!" Starlight screeched, "You just took everything from me! You've taken my plan, my home, likely any assets i had, my... my friends... What more could you possibly WANT?!"

"Look, Starlight. I don't know what happened to make you this way, but let me tell you this: Nightmare Moon made me set my priorities straight. Discord -in his own way- stilll teaches us a thing or two occasionally. Chrysalis taught me of the needs of the many. Tirek's defeat required that I expand my mana reserves just so I could fight him without exploding from the overcharge of magic the princesses gave me. I've learned something from each villain I've faced. You? You just made me MAD."

Starlight weaved an array of enhancement spells herself. Both knew that this wasn't going to be pretty.

Twilight cast a shield around the area they were in. Hopefully it would hold in the energies that were sure to be unleashed.

Starlight jumped back. "Then I suppose it's time for the obligatory fight to the finish."

"So glad you know the rules." Twilight returned.

Starlight opened with a flurry of mystical arrows, all of which the purple princess dodged or parried. The ones that were dodged reverberated across the shield. "Do you have any idea what I was hoping to do?!" Starlight put out. "I wanted to make Equestria greater. I wanted to make everypony equal. I had a portion of that back in Our Town."

"You could have gone about it without taking away their individuality!" Twilight returned. with the additiion of some flaming bolt, knocking Starlight into the shield's other side, but she took little damage due to some of her defensive spells.

Starlight shot a lance of pure magic at Twilight. "Those ponies would never have met each other without me!" Starlight argued.

Twilight encased one hoof in a shielding spell and slapped the beam aside. That may be so, but it's still not right to do what you did!" Twilight shot back, with the addition of a fireball. Starlight telekinetically slapped that aside into the shield, causing Twilight to wince at the recoil the impact caused.

"I CREATED HARMONY!" Starlight yelled. Her horn was glowing an angry red, matching her current frustration.

"NO!" Twilight yelled back, with some mystic arrows of her own for good measure. "You created a cult of mediocrity!" she continued. "In the Equestria that Princess Celestia and Princess Luna created, we may not seem to be equal, but we're free to be who we want to be! To pursue our own hopes and dreams! We all have our strengths and weaknesses. In YOUR world EVERYPONY would have the same strengths AND all of said weaknesses!"

"Oh, spare me your excuses!" Starlight said, launching a wave of ice spheres, which Twilight sent a gout of fire toward, nullifying them immediately.

"For example," Twilight went on as if Starlight hadn't said that, "Rarity's sister, Sweetie Belle, can't even pour orange juice without it burning! If she joined your collective, you might all STARVE, short of eating raw ingredients exclusively! However, she has the one of the sweetest voices you coud ever hope to hear! She has a great future ahead of her, but you'd take it all away from her, just like that!" Twilight shouted, tossing a swath of sound based attacks, which Starlight dodged entirely, causing them to bounce against the cave's walls.

"Or," Twilight continued, "There's Scootaloo, who can't fly yet, despite her age!" Twilight continued, casting an Aero spell. "But on her scooter, she's amazingly acrobatic. Again, you'd take that away from her just like that. You need to Think! These! Things! Through!" she added, firing off swaths of energy in different elements with each word.

Starlight had honestly not thought of that. This made her cool her temper and think about what she'd done and what she needed to do. Steeling herself, she said, "You want to know why I started to become... this, eh? Well, fine. Let me show you!"

With a flash, Twilight found herself in the past, looking at a small hamlet. The houses were relatively crude, but she could tell that the walls of each was reinforced by several spells and glyphs.

Starlight said, "I grew up with a smothering family. I wasn't able to be myself. I had one friend, named Sunburst. But then...."

As if on cue, a unicorn colt dashed through the door excitedly. "Mom! Dad! I got my cutie mark! I got my cutie mark!"

The colt's parents proceeded to talk about his future and his potential, about the possibilities that were open to him.

As they went off into the distance, Starlight continued. "I lived with the fear that if I made another friend, they'd be taken away too! Iwas practically alone."

Twilight's first instinct was to grab the suffering filly and hug her gently. "You poor thing! Don't worry, little one. I'll be your mother. I'll raise you to be the best you can be, and I'll be there for you every step of the way. Cross my heart, hope to fly, stick a cupcake in my eye." she said, going through the motions.

Starlight felt new memories rush through her, changing what she knew of the future and past. Images flashed before her eyes; her first real spell, Twilight tucking her into bed each night, her graduation, and too many others to count.

This caused a time paradox, causing the future and the past to twist in odd ways. As a result, part of the older Starlight was absorbed by the younger, now cradled within Twilight's forehooves, and vice-versa, the two becoming separate beings, yet the same, in a way. Twilight herself grew several inches in height, -a side effect of her action-, her mane starting to wave with her excess energy, much like her mentor.

Upon her return to Our Town, Twilight's friends were amazed to see her changed so much. Starlight herself looked a lot different, her mane looking more like Twilight's. Twilight cast a spell on herself which lowered her apparent physical age, to look more like her friends, but she would always maintain the wisdom and power that she'd gained over the "years".

Little Starlight, for her part, was raised by her new mother to be a magical prodigy. Twilight was, and (as she pinkie promised), always would be there for her all the way.

Celestia and Luna were quite flummoxed at seeing Twilight being so different than she was before, but knew that what happened couldn't be changed overmuch, so they just grinnned and bore it.

Our Town was free and the townsponies cooed at the young filly, a reflection the mare that they once knew.

Twilight's parents weren't exactly pleased at the occurrence either, but doted on their new granddaughter.

Starlight Glimmer became Starlight Sparkle, and one day ascended to alicornhood, as her mother and her friends did.

Seasons would pass and the seven alicorns would rule the country wisely and well.

Author's Note

I'll admit. I did not see that coming myself. As Spike said, I can't tell if this is a cute ending or a weird one.