A New Fairy Tale

by Marina

Rating: everyone
Tags: Alternate Universe, Romance, Spike, Fluttershy, Tragedy, Sunset Shimmer, Main 6, Discord, My Little Pony: Friendship is Magic
Length: 31156

Discord returns to Canterlot bringing destruction in his wake. Celestia is overthrown, her daughters loose their memories. All but two who still pose a threat to Discord's reign. A rewrite of my original fanfic of the same name.

Equestria has been ruled for a millenia in an era of Harmony under the watch of it's Queen, King, and their seven daughters. But that era comes to a tragic end as an old foe, Discord, returns, bringing chaos and destruction in his wake. Celestia is overthrown, and five of her daughters are banished without a memory. Only two mares escape his curse. But two is all it takes to be a threat to his reign.

A rewrite of my original fanfic by the same title. Trust me, this will be worlds better and worth the wait :yay:

Cover art by yours truly. Check out my Deviantart: https://www.deviantart.com/marinastars

Published 2021-08-20 05:40:00 UTC
Last updated 2022-03-01 18:40:47 UTC

When the World Turned Upside Down Pt. 1

In a world brimming with magic, one never knows what to expect. You could spend a whole lifetime preparing for one single moment and still be caught off guard and surprised by the outcome.

In a fairytale such as this our heroes may surely never know the true path that lies ahead of them… they can only hope for the best and choose whether or not to be dissatisfied with the outcome of life.

Welcome, dear readers, to a whole different type of fairy tail. A new Fairy Tale.

One that begins this terribly stormy night...

Thunder cracked through the air, violently interrupting what should have been a beautiful night. Faster than the storm clouds appeared, ponies abandoned the streets for shelter within homes and open shops. The sun had only recently set, but the night life was already suppressed by the unplanned storm.

Deep within the shadows of the city crept a long serpentine-like creature, paw and claw glinting dangerously if ever the light caught them. His destination? The castle. The Crown Jewel of Canterlot. A grand palace of marble which glimmered and shone, even in the dark night. It’s purple and gold spires were as radiant in the night as in the day.

It had been a long time since he’d stepped lizard leg or cloven hoof within these walls. But his return was a long time coming.

‘This is going to be fun…’

The monumental structure exuded regality, commanding respect from all who passed by. It was a fortress at one time, one he’d readily and easily infiltrate.

Tonight was the night he’d waited a millennium for.

“Alright, alright, ponies! Come on!”

Inside one of the grandest ballrooms within the palace walls ponies bustled about, royals and servants alike, led by the second born daughter of the Queen Celestia. Princess Twilight, a master planner, organiser, and leader. The lavender alicorn stood tall, a mile-long scroll held within her magenta aura of magic. Decisively she assigned tasks, analysing each movement and adjusting when necessary.

“We have little time left,” She called, “Only moments before we send for the birthday filly,”

A general wave of excitement washed over the ponies of the room who dedicated themselves further to their tasks.

Things were coming together now and Twilight could say with confidence: this night would be one to remember.

Now, Queen Celestia of Canterlot had been blessed with seven daughters of various gifts, talents, and personalities. The eldest sister, and Twilight’s closest friend, had been a unicorn of fiery tones. Gifted with magic and inspired by the greatest legends, tales, and myths, Sunset Shimmer was the perfect magical pupil. She studied and worked with a precision Twilight aspired to.

Next had come Twilight, the only natural-born alicorn of the family, a trait that had marked her as heir to the throne. She too loved the magical arts, often studying alongside Sunset. Her mother had always said she wielded great power and while tapping into that magic and developing it came easily, the execution of spells had nowhere near the grace Sunset had mastered from her childhood. Nevertheless they were the closest of friends. Always had been.

After Twilight came Rainbow Dash, a wild speedster of a mare with a strong yet endearing nature. That mare was the toughest of ‘em. Brave, loyal, and true. That’s how anyone who knew her well would describe her. That didn't mean she was without fault, for the mare thought fast and acted faster. She was brash, yes, but at least she could be counted on to make a decision, right?

The shining gem of a sister, Rarity, was the next and final magic wielder of the family. The mare was gifted with an elegance about her. A natural charmer with an eye for beauty. She was, and always would be, a lady through and through. The mare could make a tumble through the mud look refined and even desirable. She presented herself well, but was not vain, for once she was confident in her dress, she turned her attention outwards to others thinking no more of herself. Truly, she had a heart of gold.

The first earth pony born to Celestia had been quite a surprise. Having been an alicorn married to a unicorn, she’d assumed her children would have a horn, wings, or both as was Twilight’s case. But that's what Pinkamina Dianne Pie was best at: Surprises. She was young, full of buoyant energy and a joy for every last moment of life which she breathed in and exhaled with a stream of confetti and streamers. That mare sure was something else.

And if one earth pony wasn't a surprise enough, try two in a row, for not long after Pinkamina came Applejaqueline: the only mare who blatantly challenged Dash’s toughness. Despite the gap between them, the two bonded fast, even if that bonding was more akin to constant competition. AJ, as her sisters often referred to her, had always been a hard worker, taking no shortcuts despite the royal life given to her. That trait would certainly get her far in any future she wished to pursue. AJ was sweeter than pie but tough as nails and had no trouble deciding when to be which. Of all the sisters she was the most thoughtful, the filly really knew how to slow down life and savor a moment. A skill Twilight may have envied, for life would always be in constant motion so long as she was heir to the throne.

She couldn't help but feel as if the world-life really-was passing her by.

But she was here now with the servants of the palace and four of her sisters to celebrate the youngest of them.

Princess Fluttershy.

The filly may have been everypony’s favorite-even if none of them admitted it openly. She pertained a natural beauty that rivaled Rarity’s, thoughtfulness and understanding much like Applejaqueline’s, and a bit of mischief that had surprised them all, even the mischief makers that were Rainbow Dash and Pinkamina. Her affinity for nature led her to spend much of her time in the castle gardens where Twilight could have sworn the little pegasus filly possessed magical abilities, as often she’d find her speaking with the animals or convincing the flowers themselves to bloom. She was at home with nature, so much so that total confinement within the marbled walls of the palace would be unthinkable for her.

And tonight? Tonight they would celebrate her birthday. Eight years since the filly had entered their lives. Of course they were celebrating! Even with seven daughters Celestia and Sombra, their father, made certain each had their special day. Truly, Twilight couldn't have had more loving and goodly parents.

“Okie dokie!” Pinkamina bounced over to Twilight, “The last of the streamers have been hung, and food is at the ready on the tables! I think it’s about time Spike went to fetch Sunset and the birthday filly!”

Twilight paused, glancing up from her scroll, and gave a nod to her trusty assistant Spike. A purple and green dragon she’d hatched from an egg many years ago. A brother to all of them.

He understood the moment she’d looked at him exactly what she wanted. “Already on it Twilight!” He saluted and scurried out the door.

Twilight watched the last minute preparations interrupted only by the occasional clap of thunder.

“Rainbow Dash?”

The cyan pegasus was there in an instant with a salute and her usual swagger, “Yes ma’am Twilight ma’am?”

The alicorn saluted back, resisting the laugh that bubbled up in her knowing Dash was more playful than serious around her, “At ease. What’s the weather situation? We were supposed to have clear skies tonight. Did the weather ponies forget?”

“Uh… no” She said, landing on the floor in front of Twilight, becoming more serious as she spoke, “It’s another unexpected storm, one not caused by pony hooves.”

“Again?” Twilight raised a brow, “I know that the weathers' been out of control lately, but that’s the third time this month. Is there anything we can do?”

“‘Fraid not. Weather ponies have tried to take care of it, but the clouds are thick and moving on their own accord. Best we can do is wait it out.”

Twilight sighed, making a note on her scroll, “I’ll have to get sompony to look into that, thank you Dash.”

“No problemo,” She saluted again and took off.

Twilight couldn't help but smile after her. The mare had grown more and more interested in the inner workings of the royal guard, often training with them. The captain had been hesitant at first as she was a princess, but Celestia saw no issue in her daughter learning how to defend herself in a fight. Over the months she’d become more and more familiar with the routines, procedures, and protocols of the guards. It would surprise absolutely no pony if a position in the guard was the future she wanted to pursue.

They were the nobles, afterall. They made the rules on what a princess could and couldn't do.

Satisfied with her work Twilight rolled up the scroll but stopped momentarily by a sharp buzzing sensation in her horn.

She assumed it was the rainstorm, with its mysterious appearance, throwing off her magic that night. For the most part it was a dull yet constant sensation, but every now and then it would spike, causing her magic to seize up. And then it would subside again allowing her to go about her work.

It would be gone by morning. At least, that’s what she hoped.

The doors to the ballroom opened with the aid of two of the royal guards standing at attention. In walked Celestia, dressed for the occasion like the rest of her daughters in an outfit Rarity had created with the help of the palace seamstresses.

The queen’s expression however did not match the festive atmosphere. Something was wrong. It was painfully obvious in her eyes, her posture. She moved stiffly searching until she found Twilight.

“Mother is something the matter?”

Discord slithered and slid past window after window, searching. Encouraged by the powerful thunder and flashing lightning unlike anything created by pony hooves, he moved. This storm was of his own making and anypony who knew him well, or knew what to look for, would have noticed it in the way the lightning occasionally struck with different colors. This would be the first and only warning he gave to Celestia. A warning that he had his full power back and came ready to use it.

A twisted sort of giddiness filled him as he found the window he was searching for. Within the warmly lit and well decorated ballroom Celestia moved anxiously, ushering servants out and to safety.

So she knew he was coming?

Good.

Around her were reminders of the birthday celebration taking place for the youngest filly. Oh, and how delightful! He would be there to be sure it was one to remember… or not!

“I would wish you well, little princess,” He whispered, raising his eagle-like talons, “But I doubt you’d appreciate the sentiment after what I’m about to do,”

With an audible snap of his talons a pulse of chaotic energy washed over the room leaving reality altered and dizzyingly morphed.

Celestia paused, taking it in with a growl before stepping into a defensive stance. Magic at the ready, waiting for his grand entrance.

Well, only one thing left to do then. And with a snap he was gone.

Author's Note

LOOK WHO'S BACK!!! I'M ALIVE AND KICKING AND I'M FINISHING THIS SUCKER FOR REAL THIS TIME!!!

*ahem*

Sorry about that, it's just, this project has been a long time coming. I began this story back when I was new to writing and didn't realise just how big of a project it would be. There were things I wish I did differently (actually proofreading the story being one of them...) and I got tired of jumping back and forth between all the different story lines. It was most certainly rushed. Now, I have more patience, I have a plan, and I have more time to focus on this.

I am leaving the original up for anyone who is curious or who used to love that story. Go check it out, I dare you. It's awful. But it's a tribute to how much I've progressed and to how much the story has changed since then. (also I love reading the comments. I was new to this and everyone was so kind and supportive. Still brings a smile after all this time :twilightsmile:)

Anyways, I hope you enjoy and I hope you will stick around for more!

When the World Turned Upside Down Pt. 2

King Sombra burst into the ballroom, sword held high in his magical grasp. No sooner than he had entered did the doors slam shut tightly behind him.

“Celestia!” He called looking down from the upper level of the ballroom down into a room swirling with mind-muddling chaos.

A dark chuckle filled the air echoing off the walls of the ballroom.

“Oh what luck!” The disembodied voice taunted, “King Sombra has come to join the party!”

Sombra stood ready for a fight as the chaotic creature known as Discord apperated before his very eyes, floating casually in the air. “And here I thought I would have to chase you down."

The wide smirk that crossed Discord’s lips was nothing short of unsettling. The king had heard many stories of the draconequus, though never had they interacted before this. And it was because of those stories that he knew the importance of this battle. The next few minutes would determine their future. And he would not lose.

“There’d be no chase,” He stepped forward cooly, “For I have no reason to run from you,”

The Draconequus' smirk only widened to a cheshire cat-like grin, “Oooh, am I really so little a threat to you? Not powerful enough a foe for you and Celestia?”

The way he spat her name as if it was the most vile of venom set his blood on fire. His eyes flickered past Discord for an instant, searching for his queen. It worried him that he had yet to spot her or even hear her despite calling out to her.

Discord raised a brow, “I haven't done anything to her if that’s what you’re thinking. At least, not yet,”

He seemed to expect Sombra to race down after her with how he stared, but the king stood his ground, unmoving despite the growing desire to fight this battle by her side.

“Go on,” He prodded, gesturing down the grand stairs, “I know you want to,”

Warily, Sombra stepped forward, his gaze locked on the draconequus. Whatever his next move, Sombra had no intention to be caught unawares by it. In his mind, letting your enemies converge was the worst thing you could do in battle. The fact Discord was willing to let him waltz right up to Celestia’s side raised many questions. Unwilling to turn his back on the Chaos Lord, but finding it necessary to seek out his queen, he slowly and hesitantly shifted his gaze when realizing the draconequus had yet to move.

It didn't feel right. He shouldn't have been able to walk up to his most powerful ally and make it unharmed. It seemed Celestia felt the same when he found her standing tall, defiant, and prepared to fight her adversary in an instant.

Their uneasy glares turned back to Discord who raised his paw and claw in a more theatrical show of defence, “Oh come now, there’s no need for a fight. Surender Equestria to me, or face total and complete destruction,”

A barrage of magical blasts headed straight towards him. He easily dodged each magically charged missile. They zoomed past, impacting hard against the walls causing chunks of marble to crumble to the floor and impacted sections of wall to become charred.

He chuckled darkly landing on all fours in front of them, “I hoped you would choose destruction,”
his gaze lifted and flickered with red and gold fire , but his next words left Celestia cold.

“Tell me, where is your sister?”

Fear flashed in the rulers’ eyes, no matter how they tried to mask it. A split second reaction told him all he needed to know. Luna was in possession of something precious. Something they didn't want falling into his paw and claw. She had failed already, and that brought him the greatest satisfaction.

With a snap that echoed through the halls despite its current lack of acoustics, five mares appeared in a flash of white light. Five mares teleported into the ballroom and bound in Discord’s magical aura. Each dressed elegantly, each bearing a golden tiara a shaped gemstone embedded in the finely crafted metal of each.

“Daughters!”

“Look who I found sneaking out of the ballroom,”

A flame of fury ignited in Celestia at the sight of her daughters in the heathen’s grasp, “Release them,”

There was that authority she assumed herself to have over others.

“Now why would I do a thing like that?” He teased watching with delight as Celestia’s mane turned to fire, the same fire that burned deep within the depths of her eyes. Her divine form. If these mares were enough to cause such an easy shift in her, he couldn't wait for the ruin he’d bring to Celestia through them.

“You are too much fun little Tia, quicker to anger than ever before now too,” He noted as a ball of fire flew past him, “So quick I do believe you forgot one little detail,”

Before she could make another move, or even ask what he meant he gestured back to the five daughters of Celestia, “You forget that these fine and precious young mares are within my grasp, I’d hate to see what happens to them if you were to provoke me,”

She knew him enough to know he wouldn't hesitate to bring them to harm if it meant getting to her. So she spoke lowly, dangerously, the fire never ceasing to burn around her.

“What is it that you want Discord?”

“To win,” He replied simply, taking note of the surprise in her eyes, “What? Are you expecting a monologue? Well you wont get one. Because all I want is revenge on you. To make you feel as I felt once. To be stripped of everything you know, and to take away everything you hold dear.

“Your power,” He snapped and her magic dissipated into thin air, her charged horn now useless.

“Your kingdom,” Another snap. Her royal vestments shattered, falling from her neck wings, and hooves and to the floor creating a pile of a thousand golden shards, only her crown remained.

“Your family-”

“Stop!”

He lowered his claw as she screeched in her anger. Anger that remained hot and undamped by her growing fear. He did miss fighting that fire. “Stop this all Discord, or else!”

“Or else what?” He shot back without missing a beat, “You no longer wield the Elements of Harmony. You have no power over me, you lost that the moment Twilight was born. And you know it. There is nothing you can do,”

“Maybe I can't,” She said standing taller, “but as long as the Elements of Harmony-”

The laughter that erupted from him was deafening. “The elements!?” He cried out, “You mean these elements? Right here?”

He gestured to the mares beside him, “You think they have any chance? You practically handed me your greatest weapon!”

“Discord,” She warned, but received a defiant smirk from him. He hadn't changed. In a thousand years he’d never grown up. He remained immature and impish in all his actions. It was clear now, exile had done nothing but worsen that.

“Celestia,” He purred dangerously, “You. have. no. power.” Each word was emphasised by a gem being torn from the tiara of each of the daughters present. Then, when he knew he had every last shred of attention she could possibly give to him, his paw twisted and clenched shut, the magical aura around it flashing dangerously. To her absolute horror, the elements shattered in his magical grasp.

It was silent.

Absolutely still.

Celestia’s heart thundered over the sound of shattered gems hitting the floor.

With a satisfied nod, he brushed his paw and claw together, “Have you anything else to say in order to dissuade me?”

Her mouth opened. No words came. She closed it again. Several times she attempted to speak and struggled for words, to say something-anything.

Instead, Sombra took action, his magical aura shifting from it’s golden color to a deep green spotted with purple as he hurled his sword with surprisingly accurate aim. Unfortunately, Discord was faster than he’d hoped and stopped the sword midair, inches from his chest. Along the blade magical engravings had lit up green and glowed with such fire reacting to the commands of his magic. Now, they faded away, that fire dying alongside Sombra’s magic.

“Impressive,” Discord laughed, “But still not enough,”

In a matter of moments the rulers of Equestria were subdued and locked in a paralysis spell. Discord couldnt help but feel a bit of pride over havnig so quickly incapacitated his enimies.

In just a few moments it would be finished for them and his plan would be complete.

“I do so regret interrupting the festivities,” He drawled, brushing an array of streamers from off one of the marble banisters, “But oh, look at that,” He summoned a paper calendar, the day’s date circled obviously in a bright red, “It’s the anniversary of our last battle! Remember that?”

In a flash of light he disappeared from the balcony, reappearing so he was nose to nose with Celestia, “You had me beat then, but I told you I’d be back,”

When the queen growled, his response was but a small laugh. She tried too hard to be tough. To resist. To be fearless. But he knew her better. He knew she feared his next move, whatever he had planned next. Whatever mask she tried to uphold, he always knew, even her eyes would betray her sooner or later.

His playful yet mocking demeanour melted away as he plucked her golden crown from atop her head. Taking it in his paws he gazed long and hard at the thing. His reflection caught in the metal and gemstones, his ruby eyes staring right back at him cool and calm. Dangerously calm.

“You didn't think I could do it, did you?”

In that moment he’d surprised Celestia greatly. Discord had mocked. He had scorned. Everything he had said had been said to belittle her, undermine her throne, her family, and her reign.

Except that.

Oddly enough he, he who never took things seriously and played life as a game, was… reflective. Was there regret in his eyes? In his voice? Or was she too easily mistaken? Perhaps it was simply the fact she’d been accustomed to him without any mirth about him. Even when angry, he’d had a bitter mirth she thought impossible to possess. Not even that was present.

“You underestimated me,” His gaze remained fixed, his voice hardly rising above a whisper, “You always did,”

Her brow furrowed, “Dis-”

Any thought died on her tongue as Discord’s eyes returned to hers, cold with hatred.

“Don't you remember how you got this crown?”

“That was long ago,” She replied, meeting his cold stare with an equal one of fire.

“And we were playing a different game,” He hissed, reminding her of her place.

“What is it you want?” The king cut in, anger blazing in his eyes. It was clear: this stallion wasn't afraid. This was child's play to him. Sombra knew too little of Discord. Too little of the Equestria that existed long before his defeat in the Crystal Empire.

He too, would soon tremble in fear of the master of chaos.

The thought revived the smirk on Discord’s face.

“What I want,” He growled dangerously through razor sharp teeth, “could not be expressed in mere moments, or with simple words, but I will try. What I want for you, Celestia… is to see you suffer,

“I want to see you cast out, forgotten, torn from every pony you loved and left behind by every pony you thought loved you. I want you to see the world pass by as you rot away in a stone cold prison for a thousand years. I want you powerless as I was. I want you to know you could have changed this, all of this.

“But you didn’t,

“I want you to regret underestimating me… and I’ve already begun,”

He snapped and the silent images of her five daughters faded to nothing, revealing themselves as nothing but an illusion, though the Elements had been very much real.

“What did you do to them!?” Celestia nearly screamed out. The thought of her daughters in his possession was bad enough, but to think- whatever he’d done had left them in a situation where Discord wouldn't be able to use their lives to play her into his hands, “They were innocent in all this! How could you hurt them!?”

“I didn’t,” He barked, “Because you’re right, they are innocent, and letting them remember all of this would be the cruelest thing I could do to them,”

“R-remember?” She froze again.

He nodded, “I’ve scattered them across Equestria, with no memories of you, no memories of each other, no life to go back to. Come morning, they will forget who they were or that any of this ever existed. They will be normal ponies, for the rest of their lives,”

“But what about-?”

“Your other two?” He cut in. Yes it was clear only five of the seven daughters had been in that room. But that changed nothing, he would have them soon enough. The night had only just begun. “Oh don't worry, Sunset Shimmer and Fluttershy-poor girl-they will forget too and be forgotten by Equestria like all the rest,”

Celestia sucked in a breath fighting back the tears that threatened to show. What she asked next left her throat heavy till she had to force the words out, “What of me, then? Am I to forget my daughters too?”

“... No.” He crossed his hands behind his back standing taller, “You shall remember every moment. Every loss. Every pain. Luna likewise. And I will never let you forget it. It’s time I repaid the favor you once bestowed upon me,”
.
.
.

Author's Note

I didn't really want to split the first two chapters, but found it crucial to the flow and understanding of the story, and you'll soon understand why. Anytime flashbacks occur to this night (for example what happened to the five sisters? What happened to Sunset, and Fluttershy) they usually happen between parts 1 and 2. So keep that in mind.

Night of Anguish

Princess Twilight, at the insistence of her mother, led her sisters down one of the many grand palace halls. Together they moved hurriedly towards an outside door; one that would lead them right to their agreed upon rendezvous point.

Her magic continued to buzz persistently, forcing her to work a little harder to think over it. This sensation, her mother informed her, was not solely due to the storm.

Twilight recalled it clearly: the queen had been on edge the moment she’d walked into the ballroom. Her mother, as long as she’d known her, had been a composed and elegant mare, always knowing just what to do and what to say. Seeing Celestia looking over her shoulder constantly was not something Twilight was used to. That's why, even as their mother ushered them out with all the reassurances she could offer, they knew something was up. She could feel it. And she knew her sisters could feel it too.

“What the hay is going on!?” Rainbow Dash demanded what they were all wondering, her wings bristling at her sides-she was worried as much as she was suspicious, and Twilight couldn't blame her.

She, just like the rest of her sisters, wanted answers. They wanted to know what was going on. Twilight didn't have those answers. Just orders.

“Stay quiet,” Twilight commanded with the authority of an older sister, then offered what she could, “Aunt Luna will meet us in the gardens and explain everything, all I know is this: we might be under attack,”

The mares around her gasped, but were silenced by a quick gesture from their older sister.

“We have no need to worry. Mother has always been prepared for something like this, whatever threat is upon us, it will be taken care of in minutes.”

How? She wasn't quite sure, but she knew if Celestia couldn’t do it, they could. Luna knew what to do. She would lead and protect them.

Pinkamina bounced up alongside Twilight, “So, we have no reason to panic then, right?”

“None.”

“Oh good,” She sighed, keeping up a bubbly and positive attitude despite the fact they were all a little spooked that night. She was good at that, being cheerful in the face of adversity. Finding the silver linings and maintaining a sense of hope in life.

Twilight was grateful for it as her anxiousness grew. She found herself wishing Aunt Luna was closer as even the brisk walk through a short but empty hallway felt like an eternity. It was almost too much: the buzzing in her head, the hurried hoofsteps that echoed and reverberated through the halls, the flashes of lightning that illuminated their path, and the suspense. The fear and knowledge that something could or would be coming. If it weren't for her sister’s company keeping her sane and focused, she might have lost her head by now.

“We’re safe, mother will see to that.” Twilight said to reassure herself as much as her sisters.

A burst of crackling thunder echoed as if it came from within the very halls of the palace, as opposed to outside and in the distance. A deep and menacing voice followed after, “Nothing to worry about, hmm? I wouldn’t be so sure,”

Twilight halted, instinctively extending her wings as a protective barrier for her younger sisters who gathered in at her sides. She glared at the empty space before her, ears flicking to detect what direction the voice came from. But it came from everywhere.

“Oh come now,” It taunted, “Do you think that just because you aren't moving I can't see you?”

“Who goes there?” Her magic flared brightly as she waited and prepared for the source of the voice to appear.

She spun around once and then again keeping her eyes sharp for any movement from the darker corners of the room. Something. A sign. An indication. Anything.

They waited.

Then, slowly emerging from whence they came, from out of the shadows crept a terrifying creature. One of legend. With a serpentine body formed of mismatched animal limbs, he stalked forward in a way that resembled all the predatory animals present in his build. He exemplified those creatures in the worst possible way while his fiery red eyes glinted dangerously at the mares.

All courage to stand against him fled Twilight as one single instinct took its place: protect her sisters.

Without breaking gaze with the creature, she gave her next command; an urgent whisper to the fillies and mares around her.

“Run,”

“But-”

“I said run!”

They didn't hesitate a moment longer and took off galloping as fast as their hooves could take them along their originally planned path. And Twilight ran with them. She knew she could do nothing if she took a stand now. Facing the creature-Discord- alone would not benefit anypony. In fact, it was the dumbest thing she could possibly do in this situation.

For now the plan was this: go to the gardens. Find Luna. Sunset would be there too. And most importantly: Fluttershy.

So help her she was not letting this ruin Fluttershy’s birthday.

She pushed herself harder, lungs burning as she threw open the doors ahead of them with her magic, allowing them an exit into the night with little delay. She paused only to ensure each of her sisters made it out the doors before she slammed them shut. As she did, though, she caught a glimpse of the halway and found it empty.

Wait… empty?

He had been right on their tails! Where could he have gone!?

“While I do love a good chase,” The mares skid across the wet stone path as they were halted by the draconequus before them, “I’ll warn you, this is ultimately pointless,”

Twilight gasped, reaching with her magic to reopen the door they’d just come from, only to find it magically locked. Discord crept forward once more as Twilight threw together a strategy, a way out.

They hadn’t been cornered, running in any direction could get them moving closer towards their destination, so long as they got around him. But he would be expecting that. They’d have to move quickly. With precision. It wasn't far to go. If she could just…

An idea came at just the right moment and with a steadying breath she ignited her horn to discharge a blinding orb of light right at the draconequus. He cried out in surprise and the five sisters seized the opportunity.

Once again, they ran. And once again, quicker than Twilight had hoped for, Discord was in pursuit.

Just a little further.

Twilight glanced between the not too distant end point and their attacker, the rain blurring all else beyond recognition. And for a split second she could have sworn she saw them. Sunset and Luna. Which meant Fluttershy was there too! She knew they could just make it!

But the wonderful sight was interrupted by a stone wall springing up from the ground to block their path.

They turned to move around it but a second wall was summoned. And then a third on the other side.

Now, the only way out was guarded by Discord.

Trapped.

They were trapped.

With a wave of his claw he rendered her magic useless and left her incapable of drawing on her natural font of energy. Her wings, too, were kept from use, bound to her sides. She knew Rarity and Rainbow would find similar restraints to their innate abilities.

Twilight felt her heart sinking as the final protection she could offer for her sisters was herself. Her own hooves and slim frame. She knew it wouldn't be enough. But she would not back down.

“Release us, Discord, and we’ll ensure your punishment is minimal.”

He laughed. “Negotiations? Really? That’s your last resort?”

Yep. Powerless and defenseless, all she had were words. But Celestia help her if she didn't try something.

“Please don't kill us!” Pinkamina cried, clinging to Twilight’s side, peeking out just enough to be seen with her pitiful tearfilled eyes.

“Kill you?” Discord scoffed, folding his arms over his chest. “I may be cruel but I’m not a total monster. My quarrel is not with you mares, but with Celestia. Why would I kill the innocents caught in the crossfires?”

Twilight winced at the harshness in his tone. Though the words themselves should have been comforting, the way they were spoken hinted to something more sinister than death.

“That being said, I can't keep you around either,” There it was. The mares gave confused glares as he spun his claw nonchalantly through the air, a contradiction to the mancacing presence he held. “I’ve chosen to have mercy on you mares and send each of you to a new land, and life, with no memory of who you are or where you came from.”

“How is that mercy?” Rainbow Dash protested, looking ready to square off with him, even without her use of flight. She always was brave like that.

Twilight wondered, was this brave? Or stupid?

Didn't matter which one, because either way he casually brushed her off.

“You won't be dead,” he chuckled, “If I were you, I’d accept that as a win.”

His spinning talon began to smoke with a haze of muddied and ominous colors as they pooled together in the air. The smoke thinned and gathered into a ring, leaving behind a hole in reality; a swirling portal pulsing with light but no indication of what lay on the other side. The mares’ stomachs twisted with it.

“Here lies the gateway to your new life.” Discord explained in a low voice, “A life that is normal, untroubled by the burdens of royalty,”

Twilight only scowled, “I won't let you do this!”

“Oh Twilight, it’s practically done,” He replied, “Who knows, one day, you may thank me for this,”

If looks could kill, the one Twilight shot at him would easily do the trick, “Why would we ever thank a monster like you for tearing us apart!? For stealing what is ours!?”

He gave no reply, his eyes looking over each of the terrified, huddled mares. Monster? Oh yes, that’s all ponies ever saw him as. A monster. It didn't matter what good he’d done for Equestria a millenia ago, ponies’ minds could not be changed. Why try to be anything but the monster they believed him to be? This is how he’d existed for a thousand years. After all that time, their favorite way to describe him was meaningless. Monster. He was deaf to it.

So instead, he turned to current matters with cold calculation until his decision rested on the third oldest of all the daughters.

“Oh no you don't!” Rainbow Dash growled sensing his intention. She took a defensive stance looking ready to charge, to fight at the slightest move from him. She would not go without making things difficult. What she wasn't expecting, however, was for Discord to seize her in his magical grasp, pulling her from her sisters and giving her no chance to fight back.

“What the hay!? Let me go!” She protested, kicking the air and swinging wildly, hoping to strike Discord as she did so. But he kept a safe distance between them. Every blind attack failed.

Twilight lunged after the pegasus mare, hoping to recover her, but Discord was faster, lifting Rainbow out of reach like a pinata at a birthday party. The draconequus chuckled, shooing Twilight away as if she were nothing more than a pesky fly.

Still, Twilight persisted, “Give her back!”

What could you even do about it? His eyes taunted her loud and clear as he inched the fighting mare closer to the portal.

“You’ve got spirit,” He mused stroking his goatee, enjoying Rainbow’s struggle, “Let’s see where Las Pegasus takes you,”

“Las Pegasus!?” Twilight gasped. As much as her mother had tried to do good by her people and ensure safety and harmony, Las Pegasus was a busy city. There it was far too easy to get lost in the crowds, get pulled in with the wrong ponies. Dash was a fighter but heaven forbid she get in trouble with the ponies there. They were a rough lot, and that’s about all she needed to know. “You can’t send her to-!”

Too late.

Her outraged cry was cut short as Discord tossed the cyan pegasus into the portal without a second thought. Rainbow Dash’s protests were quickly silenced and for a moment the night was still, save for the infinitely swirling portal.

One sister... gone. The first knife to her heart. She would not lose another.

Twilight pulled her shocked and horrified sisters in closer. As tight as she held, it wasn't enough. Discord proved himself more powerful again. Rarity, the shining gem of a sister, was dragged from her arms next.

“I’m warning you Discord,” She growled again despite seeing how he took glee in her protests and her attempts to stop him. She wasn't giving up so soon.

And that made enjoying every last second far too easy for Discord.

Rather than fight as Rainbow Dash had, Rarity looked at Twilight with a hopeful but teary-eyed gaze. A lady through and through, she kept her composure though it pained her to think of parting with her sisters. She was unwilling to give Discord the satisfaction of seeing her cry, beg, or blubber like a fool. She knew this was it for her, yet she was not hopeless.

“If anyone can fix this, I know it will be you.” She whispered to Twilight, eyes sparkling with unshed tears. “I’ll see you on the other side of this,”

If only Rarity knew... She was doubting herself more by the second.

“I think Manehattan is the place for you,”

Twilight gasped again. That was hardly better than Las Pegasus! Rarity too would be faceless in the crowds, in a city that took advantage of its citizens. A city whose citizens took advantage of each other, no less. Rarity always had a generous and giving heart, to think of anypony exploiting that brought more grief to Twilight than a swift death would have.

Once again she could do nothing but watch as another sister was lost to the portal and beg that something would change Discord’s mind.

“You… you monster!” She choked as her tears blurred her vision, mingling with the fierce downpour of rain water against her coat till they were indistinguishable. “Bring them back!”

He bared his teeth and hissed at her words, “No.”

Useless insults to the path he’d long traveled were not going to change his mind. Nothing and no pony could accomplish that.

His next target was Pinkamina, the older of the two earth ponies. Twilight moved beyond desperation to keep the last two safe. And just like with the others, her efforts were fruitless.

With a smirk Discord met Pinkamina muzzle to muzzle, “Off you go to Fillydelphia! Best of luck!”

“You mean meanie-pants!” She growled in a characteristically Pinkamina sort of way. “You’ll never take me alive!”

She broke out into a gallop despite being suspended in midair. Though she didn't move, her performance was still quite convincing for she appeared to be running on a surface as opposed to nothing.

He raised a brow at her odd antics, “Uh, I just did take you alive,”

She froze mid-step, glancing at him from the corner of her eye, “Oh, right…” she chortled, taking a seating position. “I guess you got me there… but I don't have to like it!” She crossed her hooves and huffed in mock anger, sticking her muzzle up in the air.

What a strange little filly...

Meanwhile, Twilight grit her teeth, fighting the barrier that kept her magic at bay. If she could just muster something, anything to dent the preventative barrier over her magic, she could break out and get her sisters safe. She could find Rainbow, and Rarity and fix this. Right!?

She had to fix this!

She had to fix it before she lost any more of her sisters!

Her eyes stung as her mental attempts failed without any give. Magically, she was helpless. Physically, she was nothing against the towering beast.

He waited till she was watching, till she was done struggling, before tossing the odd little Pinkamina into that terrible portal with a smirk. In a flash she was gone, just like the others.

Remaining stood Twilight and Apple Jacqueline together in the rain. Alone against Discord. The second oldest and the second youngest. That’s when it occurred to her: he’d dismissed each mares oldest to youngest-after skipping over her, of course. He had waited for her full attention, made her watch as each sister was lost. He wanted her to see this. He wanted her to feel the pain and desperation that came as her world was torn from her and she was left powerless.

Why? She didn't know.

What she did know was that watching them go felt like having her heart ripped out of her chest again and again. That was a pain like no other. And still, she had two sisters that were… goodness knows where. But they couldn't have been far.

Sunset Shimmer, and Fluttershy. They had been elsewhere in the castle whilst the royal family prepared the night’s festivities. Would Discord seek them out before or after wiping her memory, before sending her away through that accursed portal?

Fluttershy was only eight, an angel of a filly. Innocent in every meaning of the word. Twilight knew watching that sweet filly join her sisters in their fate would destroy her and Sunset, who cared for the filly above all others, as much as she tried to hide it. Who didn’t? Everypony adored Fluttershy.

Twilight was ready to wrestle Discord in order to keep AJ there, to give the other two time to realise they weren't coming and escape. But he must have known. He must have sensed it. He gave her no chance at resistance as he teleported the last filly out of her arms and inches from the portal.

“Nonononononono!” She tried to jump for the filly, and fought to get her back. Discord paid her no mind, his full attention on the earth-pony.

“I think Ponyville would be suitable for you Miss Apple Jacqueline,”

“We’ll be back,” She said calmly, a total opposite of the tragic wreck known as Twilight, “And when next I see ya, Imma kick your face right in.”

Discord chuckled, “Sounds lovely.”

It was sarcastic, of course.

But that simple comment almost made her his favorite. Oh, what a laugh. As if he could have a favourite among Celestia’s daughters. No, they were a mere nuisance to be dealt with and nothing more.

With that, he waved the filly off, finally sending her through the portal.

These mares had really surprised him. There was no begging from them, just comments of hope and defiance, aside from Twilight. But he could hardly blame the mare. She was a protector, was she not? Leaving her helpless to save those she cared about, he knew, would certainly crush her. She was too much like Celestia.

But him? He did what had to be done. Twilight would forget the crushing pain, she would forget this woe. She would be at peace in a new life.

Never to remember this again.

That was his mercy.

And his promise.

Even as she crumpled to the ground, as she finally gave up the fight and sobbed against the grass, he felt no pity. No regret. He did what had to be done.

She would be all right in the morning.

He’d give her a clear path, just like the others. One that led her far away from him.

With a wave of his claw, he lowered the stonewalls he’d summoned leaving her out in the open gardens.

“Take one last look around,” He said lowly, lifting her chin so she could meet his gaze, to look one last time into his glowing eyes. “Your new future awaits you.”

She summoned her courage, swatting his claw away. And she, with all the venom she possessed, demanded just one answer:

“Why?”

“You know my name, princess. You must know why I’m here?” His eyes flashed again, his frame illuminated by lightning, “Revenge,”

“No.” Sharply, she demanded again, “Why this? Why us? If your quarrel is with my mother, why must you tear the rest of us apart?”

He chuckled. She certainly was asking just the right questions. He could humor her for a moment. Afterall, he was taking everything from her, he could provide an answer.

“Do you know of the Elements of Harmony?”

Twilight’s ears perked. Yes. She did. From old foal’s tales once shared by her mother.

Carefully, she answered him. “My mother and Aunt Luna once used their power to banish you.”

“Yes,” He continued, with the intent of leading her through the thought, right to understanding, “But they have no power to wield them anymore, now do they?”

“No,” Twilight whispered as his answer became crystal clear, “We do. The six of us…”

“Precisely, but as long as even one of you can wield the Elements, you are a threat to me.”

“One of us…”

He sighed, “All it takes is one, unfortunately. And when I’m done with you the only one left is…”

“Fluttershy,” She gasped, her fears confirmed: he was after Fluttershy next. He would steal her memory and drop her alone to be forgotten in some far corner of the world. Just like the rest of them. “Please, not Fluttershy, she doesn't know about any of this! She doesn't deserve this fate!”

“But she can be told.” he hissed back, “No loose ends, your highness. I won't leave a single one.”

She was still, save for her laboured breaths. It seemed her mind was at war. Debating whether or not to take a stand. Could she? No. Should she despite that? She wanted to. Desperately. So much, she shook from the effort it took not to lash out, but she knew it was pointless. Dare she try to save an ounce of her dignity?

“As for you…” He interrupted her inner turmoil, “Your ties are the strongest to Equestria. The further you are from Canterlot, the better for me. And so, I’ll be sending you to the Crystal Empire."

“Do whatever you will with me,” The strength that was once in her voice wavered, “But not Fluttershy.”

He smirked, a retort ready on his lips. He felt, though, that enough had been said. He’d mocked her enough already, why add salt to the wound? “This will fade, and life will go on. You need not concern yourself with it any longer.”

“But I do,” She shook, fighting back the whirlwind of emotions in her, “It doesn't matter where you send us, or that you’ve stolen our memories. We will find each other. And when we do, we’ll be back. Then, you will be the one left with nothing. You have not won for forever, Discord”

“Au contraire, princess, I have won. And nothing will change that.” His razor sharp fangs and glowing eyes- eyes full of hatred and fury- were the last she saw before becoming lost in the portal. A sight she would nevermore remember. Tomorrow would be a fresh start for all of them.

The portal blipped from existence, it’s purpose fulfilled. Discord brushed off his paw and claw, satisfied with his work. Five down already, and he was just getting started.

Messy business this all was. Taking over a kingdom. Yet it was worth it even now as Celestia and Sombra stood chained before him, defeated. Hopeless. Helpless.

He had no regrets about what he did to her daughters. And he doubted he ever would.

This fruitless battle that only proved his endless power. A failure they would always remember, and a curse upon the both of them for the rest of their immortal lives.

“I do hope you enjoy your life-long stay in the deepest darkest pits of Canterlot’s dungeons.” He cheered with mock merriment. He knew life would be Tartarus for them from this moment on. It would be impossible for them to enjoy it. Oh but he had to mock, to poke fun and jab. He just couldn't resist rubbing their noses in their failure. Not when he’d waited so long. Not when he’d imagined every possibility. This night couldn't have gone better if he did say so himselfl.

Not that Celestia cared for his triumph.

“Have you forgotten how I got this crown?” Celestia echoed his earlier remark, her eyes turning as cold as his had been, “Your power won't be endless Discord, despite what you believe. And when it fades? When you have turned Equestria to dust? Will you be satisfied then?”

He considered her a moment, humming thoughtfully.

“It would have crumbled beneath your reign just as easy.” He smirked, folding his arms behind him. “Despite what you led those ponies to believe, you did not create a utopia. They would have seen the truth sooner or later.”

Ponies often spoke of ugly truths and beautiful lies. Their meanings debated, and the distinction between them argued. Yes, Celestia’s reign of harmony and peace had been the beautiful lie. The illusion. Ponies believed themselves to be safe but truly, they were slowly rotting away to nothing.

That meant it was up to him to be the ugly truth. To show Equestria that harmony had not protected them all this time. Chaos would break the illusion, even if it too meant the end of Equestria. Better to know you are doomed than to wake up suddenly in a world you thought you were safe in and then discover you never were.

“But yes, I will be satisfied.” He concluded, “Because you will remember. Your home will crumble to dust. Your daughters will be forever lost. You will be forgotten by the world, hardly remembered as anything but a faint memory after a thousand years. But for eternity you will know it didn't have to end like this.”

She hissed, “You make it sound as if I am the only one to blame. You are not flawless, Discord. You made mistakes too,”

“Yes. But I was willing to admit it.” He chuckled coldly, ready to send them away, to be done with her.

But something stopped him.

Something… not quite right.

Something that wasn’t supposed to happen.

Out of the corner of his eye, through the grand windows of the ballroom he could see it: a beacon of brilliant jade light illuminating the stormy sky. He didn't have time to wonder the cause of it before his mind was overcome with a deep haze. One that left him dizzy and foggy. Before he knew it, and faster than he could stop it, he felt his memories of Sunset Shimmer and Fluttershy, even what little he knew of them, what ability he had to find them, fading away. They slipped from the grasp of his mentality, disappearing like dust in the wind.

He cursed under his breath, his claws extending, “What did you do,”

He focused on anything he could, anything about them, but came up empty. All but their names, forgotten.

Their names.

That’s all that's left. A ghost to remind him they were here.

Celestia watched the change in him, stunned, speechless. She seemed just as lost and confused as he felt until the pieces began to click in her mind.

“My daughters,” She muttered, “You didn't get them all,”

He glared sharply, the mental fog fading from his mind, “Well yes, we already established that Celestia. But that doesn't mean I wont find them.”

This time she smirked triumphantly at him, “How do you intend to do that? They’ve just been erased from Equestria’s memory. From your memory. You won't be able to find them.”

He grit his teeth, one little slip up and she held all confidence Canterlot was hers again. No. That’s not how things worked. “Oh but I will. They can hide, but they have to come out sooner or later. They stand less of a chance than you!”

“No, Sunset’s too clever for that. She’s always been prepared, just in case. She wont fall into your hands so easily. Fluttershy may be young, but she will follow Sunset’s word to the letter. Those girls are smarter than you take them for, and now you have no way to find them,”

He wouldn't believe it. Not from her. Nothing could be that effective in erasing two ponies from memory, at least not any spell performed by unicorn horns. Obviously, he’d just done so with the others. But that meant taking their memories too.

Doubting Celestia, he found it best to discover for himself before getting carried away.

He extended his magic beyond the walls of the palace and searched for them, any sign of their presence. Something his own magic could identify and trace.

Nothing.

It was as though they’d vanished from the world entirely.

Unfortunately he didn't detect a magical signature either. There was no magical aura or residue at or near the origin of the beacon. But they had to cast something to hide themselves and erase his memories.

Whatever had been cast burned its own energy, leaving him no clues to the whereabouts of the two remaining sisters.

Without a magical signature, he couldn't track down it’s caster.

Unfortunately it meant the last two princesses were now long gone.

Without memory of their appearances, he lost the last possible way to find them.

The spell detached the mares from their names and memories.

Even the powerful artifact that was the Element of Kindness, which had to be with them, was untraceable.

They could not be found.

Even Luna was undetectable, even though he could remember her clearly.

A clever little trick, he mused, frustrating as it was to be left with nothing.

“This changes nothing”

“No! This changes everything.” Celestia grinned, shadows dancing over her face in a way he’d never seen before, “One mare is all it takes. One mare to topple your reign and restore order.”

Luna had not failed her. She’d taught Sunset everything she needed to know, and when things took a turn for the worst, Sunset executed their Plan B flawlessly. She couldn't have been more proud. Tonight would not break her. So long as she knew Fluttershy and Sunset were free and safe, she had hope.

Discord meanwhile tired quickly of the conversation. He wanted to leave her broken and hopeless, but fate had thrown him a little curveball. T’was no matter to him. Her hope would crumble with time and oh he looked forward to the day he could say he took care of them all. Yes, he imagined the day this spark of hope could be snuffed out for good, when the last two princesses failed.

Either way, he was done now. Done with her useless defiance, done with this petty banter. He'd won and she knew it, no matter how deep in denial she was. He could think of nothing more that needed to be said between them.

“Good-bye Celestia,”

Discord turned from her and Sombra, walking to behold his new kingdom. and with a snap of his tail feathers they were gone from his presence. Gone from Equestria.

Canterlot was his to rule.

And he would be able to claim total victory if it weren't for the two that got away.

They were no doubt far away from here. But if Fluttershy retained her memory she could wield the Elements of Harmony. Even without their full potential, she could do some damage. She’d be back when she was grown, Luna and Sunset would be sure of that. But he did not intend to be caught unawares. He would be on the lookout till the day he found them, that he was certain of.

When they finally revealed themselves, he would do away with them like he’d done away with the others. Then, he would be at peace.

The thought comforted him as he looked over the quickly changing landscape, finally left alone to his thoughts.

Mostly.

Except for that pesky, tingling feeling in the back of his mind. That distinct sense that he was being... watched.

Oh, You've Gotta Keep Your Head Low

Discord could feel it, the sensation of curious eyes against his back, that distinct prick. When you live as long as him you gain a sense for these things. Sometimes, you just know.

He spun around and quickly scanned the room, not having to look long before his eyes landed on one particular doorway. One that had been cracked open just enough for several sets of wondering eyes to peek in.

He'd forgotten all about the castle servants...

By the looks of it, they'd been there long enough to see at least the tail end of his dealings with their former queen. If not more. Yet, as soon as he locked in on that crack in the door, several pairs of eyes disappeared, hoping he hadn't noticed them.

He did.

Easily.

Couldn't have missed it!

One pony, despite it, wasn't fast enough to escape his gaze and the moment he locked onto their blue eyes, they froze. A small but audible gasp made its way to his ears.

Perfect.

He snapped, and the doors flew open. Ponies who'd had their ears leaning against the door nearly fell in from the unexpected change. Others tried to seem inconspicuous as if they hadn't just been spying. And they were failing miserably.

Was it really any wonder these ponies were palace servants as opposed to, say, actors?

Nope.

He would not pay to see such a horrible performance, amusing as it was in the current circumstances.

His eyes returned to the pony in question, the one who hadn't quite been fast enough… and found nothing more than a filly.

A small filly, at that, quaking in fear despite the distance between them. As the light from the ballroom engulfed her he discovered her eyes weren't exactly blue, but rather, teal. An important distinction of color. Just blue was much too boring, afterall.

With a smirk he snapped again and she disappeared from the doorway only to reappear before him.

She squeaked at the unexpected shift, her wings flaring to catch her, not that she needed it. He kept her magically suspended and hadn't even noticed till now that she was even a pegasus.

"And who might you be?” Discord queried with a raised brow

The filly squeaked, her eyes darting wildly about. He couldn't tell if she was looking for a way out, trying to understand how she’d moved so far so fast, or attempting to discover what was keeping her in the air. Though, he felt it safe to assume it was some combination of the three.

“Well?” He huffed impatiently.

Her eyes snapped back onto him and she became deftly still.

Ponies liked to talk about the natural fight or flight response certain creatures have to stressful or frightening situations. Some will lash out towards their attackers in defense of themselves, others run with an instinct for self preservation. Less talked about, however, is the third response, a technique used by possums, squirrels, fainting goats, and... this filly right here.

Playing dead.

Well, she wasn't exactly trying to appear dead, per se, but her absolute stillness and apparent lack of breathing were close enough.

With that in mind, he waited for her answer as patiently as he could.

Yeah, not his strong suit.

After only a brief moment of her terrified silence, he was tired of it.

“Are you mute or something?” He waved a paw to break her blank stare, scolding her as he did, “When I ask a question I expect an answer. What is your name?”

She gulped, now aware of his waning patience. At least she seemed to return to breathing.

“Rose...” She whispered quietly mustering all the courage she could, especially as he leaned in to hear her better. She cleared her throat and forced the words as loudly as her voice would permit, which still wasn't that loud, “Rosewater Ivy.”

Satisfied, he leaned back crossing his paw and claw over his chest and looked her over. Rosewater, hmm? Fitting enough, he thought, on behalf of her light rose-pink mane and soft spring yellow coat. Though it did seem a bit… elegant... for the pencil of a filly she currently was. “Eh, you’ll grow into it.”

“Pardon?” She stuttered out as he very clearly ignored her.

It was merely a passing thought, not something important enough to warrant a repeat.

“Well, Miss Rosewater, don't you know it’s rude to spy?” He remarked with an edge of harshness, more for his amusement than anything. She really was too easy to mess with.

She shook like a leaf, her wings becoming glued to her side as she shrunk in on herself. Right now there was nothing she wanted more than to disappear all together, “I-I- I’m so-”

Discord turned away, cutting her words short.

“Pathetic really, all of you!” He spoke louder this time, with more emphasis, and she quickly understood why. With the snap of his claws every entrance to that ballroom swung open revealing more servants and guards behind each one. Some were too curious for their own good, while others were fairly oblivious to what exactly had happened. Though, he was sure they could guess the kingdom was making some slight changes; a delightful understatement, if he did say so himself.

One thing, however, could be said of all of them: they were embarrassed for being caught.

He could make it work.

“Well, since you are all so curious about the room where it happens, let’s make things happen!” He clasped his hands together as if he was sharing exciting news as opposed to preparing to enforce his reign, “I want every last one of you in here, every guard servant and otherwise. Go get your friends or what have you! No pony left behind,” He grinned evilly seeing they’d been startled, but were clearly ready to obey.

“You have…” He pretended to give it thought, though most of it was on how to make them panic the most, “Two minutes. Starting now!"

With a snap, a large hourglass appeared above him for everypony to see, a trail of sand already pouring into the bottom. Immediately ponies moved. Some scurried in, others scurried off to ensure full attendance.

None of them wanted to find out what would happen if they tested him. Afterall, it took a truly exceptional being to take down an alicorn. And one who could do so so easily? That was somepony to watch out for. They would hate to have his fury on themselves, seeing it directed towards their once beloved queen was enough.

At least they had some sense of self preservation, Discord mused

Satisfied, he returned his attention to the filly still suspended in the air. She searched desperately for a way out, wondering if he’d meant to let her down by now. Oh, but he was not done with her yet.

As soon as she saw she had his attention again she stopped, eyes widening as if she didn't expect him to remember she was there. Once again she didn't move. She certainly was an expert possum.

Do you think that just because you aren't moving, I can't see you? Stillness seemed to be every pony’s initial reaction to him. It’s like they confused him for a Tiefling or something… no, wait, wrong world.

There were more important matters at hand.

“What, you think I’d let you run off in the middle of our conversation?” Though his tone was lighter, more joking than before, it certainly didn't calm her.

He shouldn't have been too surprised, she was young, a lot younger than he’d initially thought her to be. Poor dear may never have imagined a creature like him could exist, nor would she have expected all this. Looking around, they were all terrified. Every servant, every guard, every pony that lived and served within these walls: all terrified.

Not that he really cared. He wanted obedience from them, nothing more. He didn't care if he had their trust or loyalty, just their obedience. Fear seemed to do the trick quite nicely.

“Tell me,” He started, his full attention returning to her, “Who speaks for you?”

She hesitated, tilting her head just slightly. Even as she spoke she fought to restrain the quiver in her voice. “Speaks for me?”

“Oh you know, who looks after you? A parent, sibling, caregiver? Any will do,”

She froze again, this time looking like a bug caught under a glass. Like she didn't know how to answer that. It should have been such a simple little question! So simple that he found himself thinking: you have got to be kidding me.

“Really? No pony?” He scoffed, “Let me guess, the queen scooped you up off the streets one day and just decided you’d serve her? Disgraceful. And they call me inconsiderate?”

“What?” She gasped, searching for the words to explain herself, No- I- uh-”

“Don't tell me you don't have anyone looking after you? You can't just leave a filly alone in a massive castle like this! I mean, who does that!?”

His rant got cut short by a distant but sharp clearing of the throat.

From out of the crowds stepped a colt- well, he wasn't really stepping out. It was more along the lines of him being forced out against his will. He appeared to be somewhere in those awkward years between colthood and stallionhood. He too, seemed like a twig of a pony with hardly any muscle to him. His purple eyes flitted about nervously despite the smile clearly plastered on his face once he realised there was no way he was getting out of this.

“That would be me.” He finally spoke up, raising a seafoam hoof.

“And who are you?” Discord asked, folding his arms expectantly, his very body language demanding a swift answer.

“Zephyr Breeze, sir.” He gave a weak salute, his nerves getting the better of him, “Royal guard in training. I look after Rosewater.”

The filly was clearly relieved he’d steped in on her behalf. When Discord looked to her for confirmation, she nodded insistently. So, he proceeded.

“And your relation to her?”

“Somewhat adoptive,” The seafoam pegasus shifted on his hooves, “Her parents passed when she was little, they’d asked Celestia to give her a place in the palace and the queen obliged, on the condition of when she came of age, she’d spend a few years in service to the royal family. I’ve practically looked after her since she stepped hoof in the palace.”

Discord raised a brow and examined the stallion skeptically but found no reason to doubt his words. Though Zephyr seemed uncomfortable before the chaos lord it wasn't in a ‘please don't see through my lies’ kind of way. He’d lived thousands of years. He knew the difference.

“Do a better job of it,” He snapped his talons and let the filly fall unceremoniously to the floor, only for her to be caught by a pillow he’d placed. “If you are looking after her, you need to keep her out of trouble. Understood?"

Zephyr nodded hurriedly, a satisfactory enough answer for the Draconequus, "Yes sir,"

"Good. Now shoo!”

He waved them off to join the crowd, and they didn't need to be told twice. Zephyr helped Rosewater sort out her airy green skirts then guided the shaking filly into the crowd of gathering servants. He watched as they took their places further back to disappear behind rows of other ponies.

Right on time, too. The hourglass came close to running out as the previously constant stream of ponies now slowed to one or two hurried stragglers hoping not to anger whatever power had just taken hold of their kingdom.

“Welcome, welcome,” He spoke with cheerful intimidation, “Now I’m sure you are all wondering who I am, and why I’m here, and yada yada.” Looking into the crowd he found a mixture of nervous and deadpan stares, though certainly more of the former, “You may call me Discord, Lord of Chaos.”

His smirk deepened as a nervous whisper arose from the crowd, glad to hear his name still meant something to Equestria, after all this time, even a thousand years later. They’d heard the stories. And those were always worse than reality. They already knew he was not a force to be messed with. And now he, the legend, the chaos lord, was here in the same room as them. He now held power over them and their world.

If that wasn't a frightening thought for ponies, he couldn't tell you what was.

“Welcome to your new world.” He gestured outwards, less to the destroyed room around them and more to the chaos outside the walls and the general concept of his reign, “You once dutifully served the royal family of Canterlot. A family now long gone. From this day onward you serve me. You will forget about Celestia, Sombra, and Luna. You will forget the daughters of Celestia. They are nothing but an unreachable memory. From this moment on, Canterlot belongs to me.”

A murmur swept over the crowd filled with whispers of the princesses. What were their names? What did they look like? It seemed nopony could remember. They only barely knew those mares existed. That is exactly what he intended when he sent them away. To his displeasure, however, there were two names they could recall. Two names that slowly gained frequency among the whispers. Sunset Shimmer and Fluttershy.

There was only so long he could be reminded of that one temporary little failure, but he knew he’d have them soon. It didn't cure his sour mood, though.

“Silence,” He growled, “You serve me now. Never forget it.”

The crowd did as they were told, no longer speaking amongst one another as Discord carried on.

“Tonight’s festivities have been canceled. In the morning you return to work as normal. No exceptions,”

He caught sight of the young Rosewater and gave a hard stare to let her know that as young as she was, she would now play the role of a palace servant. She would not be exempt till she was ‘of age’. If she was staying in the palace, she was working in the palace, even if her role would be small for the time being.

She gulped as his message read loud and clear. This truly was the last day of her fillyhood. The end of her happy filly life, and the beginning of something darker.

He smirked, snapping his talons. Above him the hourglass, which had long ceased to pour sand, burst into a rain of glittering magic that blanketed the room and every pony in it, except him, of course. They blinked, some coughed, the younger ones watched in awe of the special effects.

But it wasn't just for show. It was as he said, memories would fade in time, the fear, the pain, it would leave them. This is how he’d accomplish it. They didn't know it but this magic dust bound them to the castle and soon everything outside it’s walls would be forgotten. He would have no pony to betray his secrets, no pony to provide weaknesses in his defences, no pony to plot his overthrow. He could squash rebellion easily, but he’d rather save himself some trouble where he could.

Besides, it wouldn't be instantaneous. They would forget without knowing they’d forgotten. Eventually. And they wouldn't miss it.

“You are all dismissed! Go to bed, I expect every last one of you up first thing in the morning and hard at work,”

With a general air of hesitance, the ponies turned to leave, traveling to the various servants' quarters that lodged them all.

Zephyr walked alongside Rosewater more than ready to get out of there. As far as first impressions went he’d figured theirs weren't the best. The last thing he wanted was negative attention from this new tyrant. Rose felt the same, if not more deeply, her resolve growing stronger than ever to blend in and not get noticed. Celestia forbid something like that from ever happening again.

“Except you.” Her heart stopped just steps from the ballroom doors. Though it was quieter, Rose couldn't help but overhear Discord speaking again, and feared he might have been referring to her. She dreaded the thought of facing him again.

Carefully, she turned to glance over her shoulder and sighed in relief to find his attention turned elsewhere. That is, until she saw who Discord was addressing: a young purple and green dragon she knew well.

Spike.

He stood at the ready, ever the loyal assistant, but his sisters were gone, the family he belonged to now demolished. It seemed that Discord would make use of him. Perhaps he would continue to be an assistant to the ruling power.

She hated the thought that he might have to work so closely to the being that turned their worlds upside down and tore their lives apart. The thought of having to serve someone who took away her family sickened her. She imagined he felt similarly.

“Rose,”

The filly turned back around, not realising she’d stopped. Zephyr waited for her, urging her out of the ballroom. She did not need to be told twice and together they quickly made the trip through the once grand halls. Now they were suffocating knowing who controlled them, knowing she could not escape them.

“Thank you.” She whispered to fill the time and distract her mind as they walked, “For stepping in for me, even if you were scared.”

He seemed surprised but managed a soft smile, “O-of course Rosey-Posey. I’ve always looked after you, it would be wrong to quit now.”

He wrapped a hoof around her shoulders, pulling her in for a brief and comforting hug.

She was grateful, yes, but deep down in her heart she knew it wasn't true. They’d only briefly interacted before today. She was not an orphan. Until now. But he didn't know that. None of the servants knew that.

And they never would.

Not so long as Discord held power over the land.

Meanwhile, deep in the heart of the Everfree Forest, within the crumbling castle that once belonged to the two royal sisters, a pulse of jade light filled the main hall scaring off any woodland creatures present.

Now, where no pony had been prior, stood the oldest daughter of Celestia, hunched and panting from the magical exertion. Her jade eyes lifted to survey her surroundings, a weak smile crossing her lips.

She made it.

Now, as her legs gave out beneath her and her eyes rolled up into her skull, even as the world went dark around her, she prayed she'd done everything right.
.
.
.

Something’s Missing, Something’s Lost

Far north of the land of Equestria, beneath an endlessly cloudy sky rested an empire, a kingdom not considered as part of Equestria itself, but rather its own entity.

The Crystal Empire.

It’s royal family had once been a friend to the sisters of Canterlot, and while there was no ill will between the two lands, the tradition of friendship between them had long ago faded till only acquaintanceship remained.

The current rulers of the magnificent empire were Princess Cadence, a beautiful pink alicorn with a gift for love and all its related magic, and her beloved husband Prince Shining Armor, former captain of the Crystal Guard, a strong and dependable stallion whom she loved very much.

It was on this particular chilly morning that the royal couple decided to take a stroll through the waking city and around the perimeters of their land, as they had several mornings before. They spoke comfortably of this and that, never ruining the calm of the morning with talk of royal duty or public affairs. That was their rule. To spend their morning talking like normal ponies would, to remember to truly speak with each other and to listen also.

They passed the occasional guard post exchanging the occasional words before continuing on their path. A common occurrence for morning walks.

What wasn't common for morning walks, however, was the sight of a purple figure half buried in the snow outside the Empire's border.

Oddly enough, that's exactly what Cadence saw somewhere between posts.

Yes, odd.

“Shiny, do you see that?” She stopped to point out the figure only a few yards away.

He followed her gaze and her hoof, then nodded. It wasn't too hard to find amidst the stark white snow.

“Do you think it might be a pony?” he asked, eyeing the purple spot suspiciously.

“What else could it be?” Cadence's brow furrowed, "Though, I can't imagine how or why they'd be passed out in the snow like that,"

Years of training with the royal guard taught him a certain amount of suspicion for situations like these. Even if he'd stepped down from his position in the Royal Guard long ago, he knew that's one thing that would never change about him. Royalty could never be too careful, afterall.

"It is strange." He hummed, unwilling to be caught off guard or ambushed. Even if just by one pony. "I'll have some guards come check it out."

"I'll keep an eye on things over here," Cadence smiled, curiosity driving her to stay more than anything. The pony had yet to move and even if they did, and even if they could potentially pose a threat, she had enough magic to keep herself safe. She was an alicorn, afterall. On top of that, Shining Armour had taught her more than a few of his defensive tricks. They both knew she was more than capable of holding her ground when she had to.

"If you're sure," He gave her a quick peck before making his way to the nearest post.

Cadence only waited a few minutes before Shining Armor returned, true to his word, with a pair of guards.

The four stepped out of the barrier that surrounded the empire and into the icy snow. Luckily, today's weather was mild: cloudy, but without much snowfall or wind. It was actually quite peaceful, if not a bit grey.

The guards took the lead on approaching the pony, as their job was to protect the royal family-capable as they were. Let no pony say they weren't simply doing their duty.

After moving the dustings of snow the two began their investigation prodding at the pony and finding them unconscious. After a quick but thorough search, they stepped away to give room for the royal couple.

“The pony does not seem to be a threat and is unconscious. By the looks of it, it’s a mare.” One guard reported

“A well-dressed mare,” The other noted, “But unequipped for the snow.”

Cadence nodded, stepping up to the unconscious mare who lay curled up in a bed of ice.

Cadence noted her guards had spoken true. The mare appeared well dressed in a deep blue gown which complimented her lavender coat beautifully, silver stars decorated the bodice and skirt. Her indigo mane too, was well fashioned, the streaks of pink and purple helping reveal the intricacies of the otherwise simple looking updo.

Though her back was to the crystal princess, Cadence could see several tears in the gown, though two holes on the back seemed out of place. Like the gown was made for a pegasus but worn by an earth pony-or unicorn. Neither had wings. Yet it suited the mare so well, as if it was made for her. So, why?

What was this mare doing so far north? And in such a fine gown, no less?

The mare’s sudden appearance made little sense. What did make sense, however, was getting her somewhere warm. They had no idea how long she’d been passed out in the snow, or why, but if she wasn't frozen to death yet, she very well could be soon.

“We need to get her out of the snow.” Cadence spoke with authority, “I think it best we bring her to the royal infirmary to see if she can be helped,”

Shining nodded, stepping up “Yes, and we need to act quick.”

“Yes sir,” The guards saluted moving dutifully to lift the mare, “We’ll help you bring her into the city,”

They moved fast and efficiently hoisting her onto their backs and moving in perfect sync back to the protected edge of the empire. As the royal couple moved to follow, Cadence was able to get a better look at the mare, and smiled.

She had missed it before, the long lavender horn atop the mare’s head, but found it a pleasant surprise.

"She's a unicorn,"

Unicorns were rare in the empire, as most of its citizens were crystal ponies. Earth ponies. Very few unicorns or pegasi traveled from the warmer climates of Equestria to the colder northern lands that made up the empire and stayed. She could only name a few, a small hoof full of ponies who had made the journey, ponies who’d decided to call this place their home.

Cadence hoped the mare wasn't too far gone as she was curious of her story. Curious of what brought her to the north. Perhaps a part of her hoped the unicorn would stay if given the chance.

All she felt was pain. That pulsing, aching, pain that drummed against her skull.

To even attempt to open her eyes right now was a struggle, but sensing the light beyond her lids made her all the more unwilling to do so.

She could feel a distinctive chill deep in her bones, despite the warmth around her and was just barely aware of the thick blanket wrapped around her.

She groaned, summoning all her strength to burrow herself deeper into the warm fabric to chase off the chill. Her bones felt so heavy, and the change was so minimal, but it felt cozier. Why was she so cold, anyways? Why did she feel her insides quiver and her bones stiffen from a chill so opposite of the warmth of the room and her blankets?

Her mind felt weak, too weak to sort it all out, her body too. And though she hadn't been awake long, she found herself slipping back to unconsciousness.

Twilight's head continued to throb with pain but she felt better than before, still cold, but better. Slowly, she managed to pry open her eyes, squinting at the soft but prominent light around her, light that seemed to come from everywhere.

When her eyes finally adjusted enough to see the room around her, she gasped.

She was right in thinking the light came from everywhere as the walls were made of crystals that reflected the soft white light produced by the fixtures above her.

She found herself cocooned in thicker blankets than she initially thought, in one of several beds that occupied the unfamiliar room.

She wiggled a hoof free, pressing it against her still aching temple, and groaned, "Where am I?"

"The castle infirmary," A polite, mare's voice answered promptly.

Twilight swiveled her head as best she could to see the source of the voice. The mare in question seemed to be made of crystal, just like the room around them. The mare, an earth pony, wore a comforting smile and a blue nurses’ dress with a pristine white apron.

“Infirmary?” Twilight echoed, “How did I get here?”

“You were found out in the snow this morning, unconscious.” She explained, picking up a clipboard and pen, “Her majesty will be glad to hear you’re awake.”

A million questions clouded Twilight’s mind, once she couldn't quite understand or answer. “Snow? It’s the middle of Summer.”

The mare chuckled, “That it is. But up here in the empire we see snow practically year round. Well, not in the empire, but around it.”

Twilight’s brow furrowed. “How does that-?”

“Magic of the Empire.” She winked, pulling a chair up to the bedside. “Let’s get you checked out, shall we? Make sure all’s well.”

Twilight nodded, allowing the mare to assist her in sitting up, though she took a blanket with her to keep her warm.

The nurse conducted a physical examination, taking the mare’s temp, checking her breathing, so on and so forth. There were the occasional questions of how she was feeling and the like. To her relief, nothing seemed to be amaiss, aside from that lingering chill, which the nurse assured her would fade.

“Wonderful!” She scribbled some final notes. “I’ll send the princess in, let her know you’re in good shape, she’s been dying to meet you.”

“The princess?”

“Yes, the crystal princess, kindest mare in the world.” The nurse assured her.

Princess. There was something about the title, or the knowledge that she was meeting a princess. Something pinged in the back of her mind, a feeling she didn't know how to express. Was this simple nervousness over meeting royalty?

No that couldn't be.

She’d met royalty before.

Or… had she?

No, no. That wasn't possible. She was a simple common mare.

… Was it possible?

Her mind continued to play it’s game of tug of war as she slowly realised she genuinely didn't have a clue. She should have been able to offer herself a simple yes or no answer. There was something off about all this but she couldn't put her hoof on it. She couldn't remember how, or why.

If that wasn't unnerving, she didn't know what was!

She groaned, flopping backwards onto the bed and dragging her hooves down her face.

“Get it together Twilight. It’ll come to you.”

“Is that your name? Twilight?”

The unicorn jumped. She’d gotten so caught up in her thoughts she hadn't noticed the nurse leave or heard a new pony enter. Two for that matter.

One, a white unicorn stallion, dressed finely. The other, a pink alicorn mare, one who’s golden crown sat perfectly upon her head. Alicorn’s were rare. And wherever they existed, they usually held positions of power and nobility. It was their divine purpose in Equestria. Though some may refuse to be rulers, they still play important roles in representing and maintaining the balance, order, and nature of life.

...How was it she could remember that and not a thing about herself!

She scrambled to sit up, finding herself instinctively reacting to the presence of nobility. She gave her best respectful bow despite her current position on the bed. “Uh.. your highness.”

“There’s no need for that,” She giggled kindly, “You need to rest and take it easy more than I need a silly bow.”

“Sorry,” She blushed, ears pinning to the sides of her head. “I-uh… Are you the… Crystal Princes?”

The alicorn nodded politely, “That is how many subjects refer to me. I am Princess Mi Amore Cadenza, of the Crystal Empire. Or, Princess Cadence, if you please.”

The Crystal Empire? Yes. She did believe this is where she was meant to be.

But for what?

“And this,” Cadence wrapped a hoof around the unicorn stallion who’d come with her, “Is my husband.”

“Prince Shining Armor, “ He placed his hoof over his heart, giving a respectful bow, “Former Captain of the Crystal Guard.”

A stallion of the people. That’s why he’d bow to a mare like her, she supposed. Not because she was anypony of power, but that he would respect the ponies he protects. That or he was simply a gentlecolt.

“Twilight,” She began feeling there was more to her name than she’d given. “Twilight Sparkle.”

“A pleasure,” Cadence smiled warmly, pulling a chair up to Twilight’s bedside, much like the nurse had. “How are you feeling, Miss Sparkle?”

“Twilight’s fine, your highness.” She smiled sheepishly, rubbing her front hoof. “And I’m feeling... alright. Better than when I first woke up.”

“Oh that’s wonderful to hear. Are you up for a walk by chance? Perhaps wanting to get some fresh air?”

“Right now?”

The princess nodded.

Twilight took a moment to think. Simply conversing with the mare removed the chill from her, her smile helping her to feel lighter on her hooves. Could this mare be a healer, she wondered, or perhaps she just had a comforting presence? Either way, Twilight felt a walk wouldn't hurt. It may jog her memory, help her straighten out her thoughts.

“I don't see why not,” She shrugged, pushing the blankets off her lap.

She hadn't noticed before, the simple purple dress she now wore, one just a few shades darker than her coat. Now, she couldn't remember what she’d been wearing before, but she knew this wasn't it.

“What happened to my other dress?” She wondered curiously.

“We found you in the snow. It was soaking from all the ice that melted against you. We had to change you into something warmer and dryer.” Cadence explained, helping Twilight out of the bed, “There were some snags and tears so I’m having a seamstress wash and repair it for you. It will be returned to you as good as new.”

A little surprised by the thoughtful and generous offer, Twilight couldn't help but smile. “Thank you.”

“Don't mention it.” She shrugged, wrapping Twilight’s hoof around hers so she could escort her more easily, “Now, I’ll show you around the Empire, and Shining will prepare you a room for tonight.”

The mare was speechless. Fixing a gown was one thing, but a room in the palace? She didn't know these ponies, yet they had taken her in from the snow, ensured her health, and now offered her a shelter for the night. “That really isn't necessary-”

“Nonsense, you’re a guest! I wouldn't have it any other way.”

The princess was insistent and Twilight could tell she wouldn't hear further argument. Her mind was made up, so why fight it? She had other things to focus her energy on.

Instead she exited the infirmary with the princess as Shining Armor bid them goodbye, leaving to carry out his promised duty.

Soon the two were outside the palace walls, and chatting comfortably as if they’d always known each other. Cadence pointed out various sights within the empire, sharing some of its stories and her fond memories.

Yes, this land held true to it’s name, as the roads, homes and ponies themselves seemed to be made of crystals. But not Princess Cadence, Twilight noted. Before she could ask, Cadence directed a question of her own to the mare.

“You know, we don't get a lot of Equestrians in the Empire. Where did you come from? And what brings you north?”

Twilight paused, realising she hadn't had time to think through that part either. “I… actually don't know…”

The crystal princess raised a brow, “What do you mean? Everyone’s got to come from somewhere.”

“Sure, but… well, ever since I woke up, I haven't been able to recall much. Everything’s felt a little foggy since then.“

“Poor dear,” Cadence frowned, “It may have been the snow. Perhaps you have temporary amnesia from your condition?”

Twilight only shrugged, “I guess we’ll find out one day or another.”

Princess Cadence nodded along, asking out of curiosity, “What can you recall?

Again, Twilight paused to think, starting from the beginning. “My name is Twilight Sparkle. I am eighteen years old. I have studied magic for years… though I couldn't tell you where. I.. I think I was meant to be here. I think someone sent me. But I don't know why.”

“It’s a start,” The princess hummed thoughtfully wondering what questions might help spark a memory, “What about family? Or friends?”

Family? As it echoed in Twilight’s mind the word felt… empty… and heavy, all at the same time. Like a deep void that weighed down her chest and gripped her heart.

What had happened to her family?

She felt hot tears against her cheeks, but when she placed her hoof beneath her eyes, she found them dry. This phantom sensation carried a sense of pain, anger, and… immeasurable sorrow. She held a whirlwind inside her, but felt a numbness on the outside.

Lightning. And darkness. And emotion. They painted an obscure picture, one barely decipherable.

"Something… I think something happened." She sounded so empty too. She didn't realise how hard it had become to speak. “Something… bad,”

The more she focused on any single detail, the more her memories became distant and unreachable to her. So much so, she knew she wouldn't remember, not right now. Not if she fought her mind for answers.

In the end, she had nothing but a sense of dread and a picture. One that wasn't pretty.

One she didn't want to keep thinking about.

Not right now, at least.

Cadence saw her distress and wrapped her hooves and wings around the mare for comfort.

"That's awful." She whispered as she felt the unicorn return the hug. "But you are more than welcome to stay with us until you can remember what happened,"

Twilight gasped pulling away to look the princess in the eye, "I couldn't,"

"You could,"

"But-"

"Twilight, I insist. Let us take care of you till you figure things out."

Despite the turmoil in her heart, it was warmed by the Princess’ kind gesture. The mare seemed selfless and willing to give what she could for her subjects- and guests to the empire.

“Why? You don't even know me,” She asked in earnest, the mare had found her in the snow and offered her a home without reason. Why? No pony could be that good, could they?

“Sometimes you don't need a reason to do something kind,” Twilight could have sworn when she looked into Cadence's eyes, they were teal. But when the unicorn blinked, her vision returned to normal with Cadence’s sincere purple eyes shining in the evening light. Was that another phantom sensation here to remind her of all she might have lost. Was it possible those words reminded her of someone? “If it’s within my power to help you, I will.”

“Thank you, your highness,” Twilight scrubbed the beginnings of tears from her eyes. She was lucky to have been here, to have been found. She felt Cadence’s promise was the kindest thing anypony could have done for her, especially after what surely was a rough night and an awful morning.

The Princess couldn't have known how much this meant to her. Without her memory she was scared. Lost. Afraid of being alone. Unsure of her past or her future. But the mare had given her a place to start. A beginning.

“Cadence is fine,” The alicorn whispered, a hoof against her cheek as if sharing a secret, and then winked. “Now, let’s get you back to the palace. I’d hate to exhaust you after you just woke up,”

“If you insist,” She smiled again, grateful for the consideration, even if she felt she could walk a while longer. Quit while you’re ahead, right? Afterall, they still had the walk back to the palace.

So, together they circled back through the Empire, returning to the palace a different way from where they’d come before. Twilight found it perfect, not too long, but enough to satisfy her curiosity and need for fresh air. How did Cadence know? Or was it just luck? Either way Twilight was intrigued at what influence the mare held on the nature of the world.

The evening slowed and made its way to a close, but not before dinner could be had.

True to their word Cadence and Shining Armour had provided her with a room and Twilight spent some time preparing for a casual evening meal, which the couple had invited her to join them in.

It took some work to sort out her mane, removing it from the intricate but ruined updo. If she’d taken it out before passing out the night prior the process would have been so much easier. Unfortunately, past Twilight had little foresight and whatever she’d done the night before did not include saving herself some trouble in the future.

So, she carefully removed pins and brushed out knots. She even took the time to straighten her mane as opposed to leaving it in the messy wavy state it was in after releasing it. This felt right.

Her bangs cut off just above her eyes, curling in ever so slightly, the rest of her mane fell over her shoulders quite nicely and without trouble. Tonight she’d chosen to wear a soft yellow dress, one in a colour complimentary to her lavender coat.

She even took the time to tidy some of the makeup she’d clearly been wearing. That mostly involved removing a good bit of it, touching up the eyeshadow and reapplying mascara. It was simple enough but enough to satisfy her.

And yet… Something was missing.

To her it felt like one detail wasn't right. She’d surely seen herself a thousand times in the mirror before this, yet she couldn't pinpoint the one detail.

Oh she’d have to figure that one out before it drove her mad.

How long would these phantom sensations continue to pester her? Could she not have peace? She hoped they would provide her with answers, otherwise what in the world were they for?

She spun once, then again in front of the mirror, eyes instinctively drawn to her back. She checked the folds and creases of the fabric to be sure it laid properly. It did. And it looked beautiful. So why?

Shaking her head, she forcefully resolved not to fuss about it any longer. Whatever was missing could wait till tomorrow.

She could figure things out. That’s what she did when she had questions, right? She studied. She turned to the knowledge contained in books and sought out answers. Perhaps that was her start: first thing in the morning, she would ask about a library and seek out answers. Read till something sparked her memory.

Something was missing, but it couldn't stay missing forever. Not if she had anything to do about it.

A knock sounded at her door, startling her out of her thoughts.

“One moment!” Twilight called checking things over one last time before hurrying to the door.

She took a breath, and pulled open the door ready to step out,

And stopped.

Standing right in front of the door, was a member of the Crystal Guard. Not a crystal pony, like all the other guards she’d encountered so far, but a pegasus. A stallion with a marigold coat and electric blue mane.

“Oh, hello,” She hadn't expected somepony like him to be at her door. Other than the royals, she'd yet to see another non-crystal pony in the empire, and maybe that’s what caught her off guard. No pun intended.

“Hello,” He echoed politely, “Princess Cadence requested I be your escort to the dining hall.”

She wanted to say it wasn't necessary, that the princess hadn't needed to go out of her way for her sake, but she realised just soon enough that no, she didn't know her way around this castle and yes, it was necessary if she was to avoid getting lost.

Instead, she smiled graciously, stepping out of the guest quarters, “Right on time then, I’d just finished getting ready when you knocked.”

He chuckled, gesturing down the hall, “Splendid. If you’d follow me then?”

Twilight complied, falling in beside him and matching his stride in a comfortable walking pace. She couldn't help but notice how he walked: shoulders back, head up, professional but comfortable in the manner of a guard. She found it similar to the walk of a noble and even her own, she realised as she quite comfortably and easily matched the style.

Where had she learned that from?

Where had she learned to walk with power and authority, like she was meant to traverse grand halls such as these?

Or did it come naturally?

“Twilight Sparkle, right?” Partway down the hall he’d decided to strike up polite conversation. Not out of awkwardness, she knew, but more likely out of habit or curiosity. She was more than happy to oblige.

“Yes, and you are?”

“Flash. Flash Sentry. Captain of the Crystal Guard.”

“Captain?” She stopped in her tracks, only just now noticing the golden and blue armour different from that of the average guard. It bore special markings as what should have been an indication of status. “And they sent you to be my escort?”

An escort may have been necessary, but a captain? ...might have been overkill.

He stopped and turned to her as if it was no big deal and yet there was still sincerity in his eyes, “They said you were an important guest.”

“Important enough to warrant captain of the guard?” The thought was almost laughable, knowing how she'd ended up here.

He smirked and answered playfully under her scrutinizing gaze, “Okay, I might have volunteered.”

“Why?” She furrowed her brow. Had she really caused such a stir with her presence, or did he know something of her?

He shrugged, urging her to continue walking with him, “Curiosity, I guess,”

No answers for her, then.

Still, she chuckled at the casual manner he presented himself in. He was the captain and yet found it comfortable to speak with a mare like her. She didn't know what she was, common or noble, and she figured he hadn't a clue either. But he was down to earth-even for a pegasus-and not overly formal. Not what she would expect from a captain, but she didn't mind. She found him a pleasant conversationalist.

“So… captain?”

“Yes?”

“How did you become…” She thought about how to phrase the thought, “Well, Captain?”

Redundant? Mabey. But she didn't feel like overcomplicating things.

He seemed pleased by the question, happy to share his story with anyone who asked in earnest.

“I’ve always wanted to be a Royal Guard, ever since I was a colt. I even trained with the Canterlot EUP for some time. The Queen’s guard.

Twilight’s ears perked, “Did you ever meet the Queen?”

He thought for a moment to be sure. “No. Not officially. I mean, she was present as we swore into the guard, the king as well, but we never spoke directly. I wasn't posted around the castle often anyways. I don't think I met any of the royals while I was there. Crazy, I know. I just never got the chance. After some time, I found out about some positions available in the crystal guard that would allow me to progress in the ranks and moved up here. Even ran into Shining Armour. You know, he used to be a Canterlot guard too, once upon a time.”

“Really? How’d he end up in the Empire then?”

“He fell in love with the Princess and for a while served as her Captain of the Guard. After lots of training and hard work, I was promoted to lieutenant. When Shining Armour got married and became prince, I got promoted to captain.”

“Must have been some wedding.” She mused. Royal affairs were never taken lightly.

“Oh yeah, one of the best parties I’ve ever been to.” With a reminiscent sigh, he wrapped up his tale. “I’ve served here as Captain for the last several years, highly trusted by the Crystal Prince and Princess. It’s pretty fun, even if we don't get much trouble here in the empire.”

Twilight nodded in understanding, looking back on her peaceful walk with Cadence that morning, “The city seems rather idyllic.”

He nodded too as they fell back into comfortable silence. But he’d just spent all that time talking about himself, he couldn't not hear from her now. It was the polite thing to do and, as he said before, he was curious. Very few Equestrians ended up among the Crystal Ponies.

“What about you, what brings you so far north?”

Oh, she was going to be answering this one a lot, she could tell.

It was no secret she stood out among these ponies, though she had to admit it was nice to know there were other Equestrians besides their Prince and Princess. So, she answered as best she could: “I don't know.”

Before Flash could ask, she knew she had to explain. Again.

“I don't remember much of my life before this morning. But I get the sense that I'm meant to be here. That I was on my way to the Empire for a reason. Unfortunately, I passed out in the snow before I could do much of anything, and woke up with what I'm assuming is amnesia.”

“Interesting,” He remarked, “I couldn't imagine losing all those years and forgetting everything you know about yourself.”

“Don't rub it in,” She rolled her eyes, but the faintest hint of a smirk proved she wasn't upset.

He must have missed it though, because he immediately began apologising, “I’m sorry, I didn't mean to offend. I only meant-”

“You didn't offend,” She chuckled, nudging him in the shoulder, “I’m just messing around.”

“Apologies,” He blushed, ears pinning back against his head, “I guess it’s hard to tell with ponies sometimes.”

“Oh don't worry about it,” She giggled. She had to admit he was cute when he was embarrassed. “I’m sure I’ll get this all figured out in a day or two and I’ll be good as new.”

“Then I wish you the best of luck,” He said as the smell of a freshly cooked meal finally reached her nose and a grand pair of double doors stood before them. “I believe this is your stop.”

The walk passed quicker than she’d realised and perhaps that was thanks to the company she held. Although she wanted to keep chatting with the captain she was sure he had duties to attend to. Besides, her stomach made sure she knew it was ready for it’s evening meal. When the smell of food had hit her nose, her aforementioned stomach suddenly became quite vocal with its gurgling, a noise not unlike the sounds a dying whale would create. She ignored it for now.

“Thank you for the walk, Captain, and the lovely conversation.”

“My pleasure,” He smirked, pulling her hoof close to him so he could place a gentle kiss upon it. “Enjoy your dinner.”

The simple gesture left a million butterflies to chase away the dying whale. What was it about him that suddenly made her feel that way? His gentle touch, or how lowly he’d said it? Perhaps it was how she got a better look at those sapphire eyes of his. Something inside made her feel like never before. It felt… kinda nice. With that tingly feeling came a heat to her cheeks even as he released her hoof and opened the door for her, all the while never breaking gaze.

Oh, she was just standing there like a fool. But she couldn't look away.

Instead, she cleared her throat, hoping to bring sense back to her. “Thank you…. Again. I-uh… I should get going.”

"I look forward to when our paths cross again," He said before gesturing to the grand dining hall, still never looking away. As much as she’d been trapped in his gaze, she knew she had to pry her eyes away and proceed to dinner.

When she did, she was able to step inside and see Cadence and Shining Armour already seated, the former giving her a knowing look.

Twilight opted to ignore that, instead turning her attention to the impressive spread before her. The whale returned, demanding she try every last bit of the delicious looking foods. So, she sat, contemplating what to try first.

The couple shared with her some of the dishes unique to the Empire as well as a few favorite delicacies from their travels. Twilight was delighted to hear the stories behind each, happy to soak in every detail she could. She found she wasn't one to turn down new knowledge no matter the subject. Above all, she enjoyed the warm company.

This… was nice.

Dinner was a much better end to the day than her start had been, and she was thankful for that. She was thankful for them. Perhaps, whoever sent her here knew she could find a place in the Empire, and knew she would have help and a clear path, with or without her memories.

This… she could live with this till she got better, till her memories were restored to her.

So, she enjoyed the peace of the slowly ending evening and delighted in getting to know her generous hosts.

Here lay the start of something potentially beautiful.

Here lay her new life, unburdened by the knowledge of how she'd failed.

Author's Note

Could I have released this chapter sooner? ...Yes. (it was pretty much done before last chapter was published, lol.)
Did I wait ten days for the sake of the title? Well... heh. I mean it gave me time to write more future chapters so updates could be fairly consistent. But yeah. I did. And hey if you get the refrence, kudos to you.

Man, the glow-up on this story has been so satisfying to me! And, yes, this is still going to be full of ships, just like before. That's why I started the story in the first place, and why I really wanted to return to it. I've just gotta have those fairytale romances.

Let me know what you think my lovelies! I love to hear-or rather read- your reactions.

Terribly Timid and Horribly Shy

Before the sun broke from beneath the distant horizon and melted the morning’s dew away, Pinkie found herself awakening to a small but persistent jabbing at her side.

She gasped, suddenly awake, and sat up swatting away whatever had bothered her so. All she found, though, was a long stick clattering to the ground and something, or rather someone, ducking behind a rock. Her brow raised, and after shaking away the fuzzy feeling crowding her brain, she moved to investigate.

"Hello?" She chirped curiously, waiting for the someone to step out from behind their hiding place.

Her ears twitched as she awaited a response. "Who's there?"

Only a light shuffling answered her and it seemed the someone only hid further.

Were they scared? Of her? Her pink fluffy-fuzbal-of-energy self?

"Hey, I won't hurt you! There's no reason to be scared of little ol' me," she said, easing forward. But she heard them shuffle away as she approached.

"No, you don't need to run!" Without thinking she darted forward trying to catch a glimpse of the mysterious someone. And Pinkie, being Pinkie, turned out to be the much faster of the two. So much faster, in fact, that she didn't realise she'd run into him till after they'd tumbled out from behind the rock together, rolling once or twice over the grass before stopping.

Being the driving force behind their little mishap, it was only natural she came out on top, and that’s when he was caught.

Between her front hooves was a colt, about her age, looking up at her through wide green eyes framed by a pair of thick black-rimmed glasses. His mouth hung agape just slightly, as if surprised to be looking at her.

"What'cha poking me for?" She asked playfully, smiling triumphantly, only for him to gulp, then shrug in quiet nervousness.

"Was it because I was asleep outside? Oooo, did I look dead?"

He shook his head, as wide-eyed as ever. Despite her bright and bubbly personality, he was clearly uneasy over her. She wasn't that scary, was she?

No, no. It had to be something else.

The way he held his front hooves tucked tightly against his chest, his quiet responses, the wide-eyed stare towards her, a stranger…

She'd seen this before. Not so strongly, or perhaps as clearly. But he reminded her of someone...

"You're really shy, aren't you?" She asked, her poofy mane bobbing as she tilted her head.

He nodded, his own curly brown mane bouncing with his movement.

Looking at him from this angle, with those big green eyes and warm orange coat… he was kind of... cute. And he seemed nice enough. It wasn't like he ignored her, or anything. The colt just… didn't seem to talk much. Oh, not that she minded! But she could easily do enough talking for the both of them.

Stepping off of him, very oblivious to the awkward situation she’d subjected him to and the flush on his cheeks, she offered him her hoof.

"Hi! I'm Pinkie Pie," she said as he took it, allowing her to help him stand, "Sorry about knocking you over. Guess that's just classic Pinkie being Pinkie, leaping before she looks!"

He shrugged as if to say 'don't worry about it'.

She had introduced herself and waited for him to do the same, but he seemed unsure of what came next and stared hesitantly at her. That was cue enough for her to move things along.

"What's your name?" She asked expectantly.

No verbal response came from him, only the shuffling of his hooves and a mumbling so quiet she wasn't sure he’d made noise at all.

"I didn't quite catch that,"

He tried again, this time a little louder. His attempt remained unsuccessful, but at least he was making progress.

So, she put on her biggest, friendliest, most comforting smile, just for him and grabbed his hoof again for reassurance, something that had always worked on her when she felt scared or nervous as a younger filly. "You don't need to be so shy around me, I promise I’m nice!"

He gulped, taking a big and relaxing breath, then squoze his eyes shut. In the darkness he found that not looking at her and her big blue eyes was easier. "Cheese," he managed, relieved as he did so, "Cheese Sandwich,"

She grinned wider now, "See? that wasn't so hard," she giggled, "It is absa-tootley positively wonderful to meet you!"

Her beaming smile earned just a hint of one from him.

Oh, so he was warming up to her.

Looking around she saw vast rolling hills of green surrounding them, and off, not too far in the distance she found a city standing tall and shining in the early morning light.

"So, what are you doing out here?" She asked. Again, he didn't respond, "Where is here anyways?"

A brief pause occurred before he found his voice.

"Fillydelphia," he answered softly, "just outside it,"

Surprised, she turned to him again. "That's where you're from?"

His ears fell slightly, but he nodded anyway.

"Neat,"

Fillydelphia, huh? The name felt familiar, like she had a reason to be there, or a purpose for coming.

She watched the city as the sun finally rose above the horizon reflecting off the shining buildings. City lights could be seen against the darker areas of the sky, giving the sense that the city really never slept. Even from here it looked fun! Something new and exciting was bound to be around each and every corner! And oh, there was nothing better than a brand new adventure!

Pinkie smiled, sitting and watching for a while. Yes, something told her she needed to be here. Something strong tugged on her from the inside, telling her clearly, that is the place.

But what?

Sure, it was strong and persistent, maybe a little nagging, but where did it come from? How did she know Fillydelphia was it? She couldn't remember. Come to think of it, she couldn't remember much of anything…

How did she end up outside the city anyways? And when did she fall asleep?

“Hey Cheese,” She turned around to find him fiddling with the stick he’d used to poke her with, attaching a tied red sack to it. He stopped to look at her, but her original thought was forgotten along with the rest of her life.

“Ooo, what’s that for? Are you camping?”

Cheese’s ears tucked back against his head and he looked down at his hooves, “Something like that.”

“I love camping!” Oblivious to the slightest air of guilt he carried, she bounced around listing all the wonderful things a good campout had to offer, “Sleeping under the stars, roasting marshmallows, telling spooky stories…. hey, maybe that’s what I was doing out here, camping?”

“You don't know?” He raised a brow.

“Not particularly,” She hummed, briefly thinking it over again. When nothing came to mind she continued about her merry little way, bouncing without direction.

“We could totally camp out tonight! If you don't mind, that is?” She squealed before realizing the flaw in her plan: it was early, and he seemed to be just now packing up his little haversack, cheer undiminished she continued to ramble, “Oh, but you’ve probably had your fair share of camping, right? You’re probably heading home, aren’t you? That’s okay, I need to be in Fillydelphia today anyways,”

Though her words came a mile a minute he somehow managed to keep up with her.

“No... I’m camping tonight,” He admitted quietly, “Just thought I’d get a head start.”

“A head start? Why, it’s barely even morning!” No one left on a camping trip that early in the morning but she was too distracted by the absurdity of it, “It’s a long time to be out here alone without your parents coming with you. How far are you walking anyways?”

He didn't answer this time, only looking to the ground guilty, pulling his sack closer.

“Oh,” Realisation dawned on her like the morning sun, and her bright jubilance faded to a softer tone of understanding, “You’re running away aren't you?”

He sighed, nodding slowly, “I don't belong in Fillydelphia.”

Before, he was just shy, now he's sad. She hated seeing her friends sad, especially a new friend like Cheese. “What about your parents? Or your friends? Won't they miss you?”

Seemed to her that was the wrong thing to suggest as his frown only deepened.

“I... I don't want to talk about it.” The way he spoke… hurt. He wasn't just sad, he was hurting inside, and he was running away, “Promise you won't tell anypony?”

She didn't know what to say, but she wanted to see him happy, so she offered him what she could. “I won't, you have my word.”

Wasn't there something she could offer with her word? ...A chant, perhaps? Slowly it came to her; that unbreakable vow she’d invented who knows when. “Cross my heart and hope to fly, stick a cupcake in my eye.” She even recalled the motions to accompany it.

He raised a brow in curiosity, but didn't even need to ask.

“That was my certified Pinkie Promise,” She grinned, “And I never break a Pinkie Promise, it’s impossible!”

And that seemed to cheer him up, “Thank you,”

“Anytime,”

He was warming up to her, he had to be as his grateful smile stayed. This was comfortable, sitting next to him, even if she didn't say anything. It was odd being comfortable with silence. She knew she could talk and talk and talk forever if no one stopped her, but this was nice.

“...I guess you have to get going to Fillydelphia, then?”

“I did say that, didn't I,” She’d totally forgotten she’d even mentioned it and while, yes, she felt that’s where she needed to go, some tiny voice in the back of her mind told her to stay.

He looked sadder at the thought that their paths would diverge so soon, and honestly, she felt the same. Why did she need to go to Fillydelphia anyways? She didn't know anypony there-none that she could remember, at least. And she doubted that place was home. Who knows why she had to be there. But here? Outside of Fillydelphia? It was clear this was a pony who needed a friend.

Wasn't it better to be his friend here when he needed it? Why go somewhere she knew nothing about? Why not stay?

“You know, Cheese? The more I think about it, the more I realize: I don't actually know why I should go to Fillydelphia…” Her smile grew as she went on, “So, maybe I... shouldn’t. Maybe I should go with you instead. We could be travel buddies! Two ponies living the nomad’s life, exploring the big bright beautiful world we live in!”

Although he continued looking down at his hooves, Pinkie could see the faintest hint of a smile return.

“...I guess.”

Was that all? She knew he was happy about it, but decided to have more fun with it, to get a real smile out of him, and to be certain he wanted her company. So she nudged his shoulder, a sly grin playing over her lips, “I mean… if you don't want me tagging along I guess I can just-”

“No!” He exclaimed, louder than he meant to. It was honestly the highest volume he’d reached all morning. Just for her.

He cleared his throat looking her in the eyes. “No….” He repeated softer, “I- I think it would be nice to have company. I may be running away… but I don't like being lonely,”

Bingo. That’s all she needed to hear.

“It’s settled then!” She wrapped her hooves tightly around him in her excitement, “You know what this calls for!?”

“What?” He managed to gasp as she nearly squoze the life out of him.

“A party!”

Her hooves released him to throw a puff of confetti into the air.

Where had she gotten confetti?

“A party?” He asked, studying the multicolored dots of paper as they floated to the ground, and her sudden excitement halted.

“You don't know what a party is!?” She gasped, pressing her muzzle against his.

“No, no,” He blushed, pushing her muzzle away from his, she was sweet, but clearly had no concept of personal space, “I know what a party is. But what does that have to do with us traveling together?”

She rolled her eyes as if the answer was obvious, “Parties are to celebrate special events, silly! And this is a special event! It can be a ‘I have a new best friend’ party!”

He considered it a moment before nodding, “Works for me. And what do you do at a party, exactly?”

She gasped again, so overdramatically he wondered how it didn't hurt her voice. “You mean you’ve never been to a party before!?” Pinkie lifted a hoof dramatically to her forehead as if it was the most awful thing she’d ever heard, like the surprise would cause her to faint any moment!

“I dunno," he explained calmly, pulling her hoof from her forehead and placing it on the ground for her. It wasn't that big a deal, "I just thought I was a little too little to go to parties?”

That might as well have been blasphemy for the pink mare as she looked grossly offended by the statement, “Too little for a party!? No pony is too little for a party! You can't say you’ve never had a birthday party!”

But his silence told her he hadn’t.

“Seriously? No birthday parties?” He shook his head, “What about… a nightmare night festival?” Again, no, “New years eve? Summer Sun Celebration? Hearth's Warming party?” For every event she named the answer was the same. It nearly broke her heart to see a pony who’d never known the joy of a party! What an outrage! Well if he was running away from whoever had robbed him of the joy of a party, she couldn't blame him!

“Oh Cheesy, this is a terrible crime against ponykind!” This time she had such intensity in her eyes as she came up with a solution, “We are going to fix all of those one at a time. But tonight, we are throwing you your very first party, ever. We just have to!”

“You really don't have to-”

“Oh but I do!” She said pulling him into another hug and patting his poofy mane, “Don't you worry your little head about it, Pinkie Pie is here to show you the true joy of a party,”

Even if he wanted to argue, she wasn't going to let him. He may as well experience a party tonight as she was going to make certain he attended several more throughout the year. If they were traveling together he might as well get used to spontaneous parties because something told her she’d be having a lot of them.

Cheese watched as the young mare threw herself into her planning. He’d known her for only a few minutes but despite her wildly endless energy he found her enthusiasm endearing. She was… fun. And very nice. Pinkie Pie wasn't like anypony he’d ever known before, and that's what made her such a good potential friend.

Not only that, she was throwing a party just for him. No pony had ever put forth that kind of effort for him before. Sure, his parents went to parties sometimes, but not the kinds of parties he could go to. Not that he wanted to! He'd heard and seen enough to know that.

She'd asked about birthday parties. What about them? He was always too quiet to make friends. Nopony invited him anywhere, and he never had a chance or reason to invite them either. Heck, in Fillydelphia hardly anypony knew his name.

But she wasn't afraid to keep on talking despite it. She didn't mind at all that he was quiet, but always seemed ready to listen when he spoke. Pinkie really did want to be his friend and despite her energy, she wasn't so bad.

“Hey Cheese!” She called, stopping mid-planning, “How many ponies are you thinking of inviting?”

“... None.”

She gave him a quizzical look, “You can't have a party without guests,”

“Well… why not? Is there a rule that says a party needs more than two ponies,”

She opened her mouth, but stopped, and thought. “No, actually. There’s no rules for parties other than ‘have fun’.” She rubbed her chin considering the idea, “I like the way you think outside of the box!”

“... But there isn’t a box out here to be outside of.”

“It’s an expression,” She chirped. “It means you came up with something unique or out of the ordinary,”

Was he really so clever for that? He wasn't challenging the ways of a party, or coming up with anything new, only thinking realistically. “I don't have anypony in Fillydelphia to invite, and I think a big party with lots of ponies would draw too much attention to a couple of foals running away.”

“Touché,” She hummed, making a note in her party plan, “If a party for two is what you want, a party for two is what we’ll have!”

“Thanks Pinkie,” He was grateful, really, “And, since it’s just the two of us, how about we keep walking while you plan. I’d like to be closer to the next town over before night.”

“Sure,” She said quickly gathering the materials she’d pulled out of nowhere, “I can tell you’re going to be the brains of this operation,”

So, Cheese grabbed his sack and together the traveled the great in between. Pinkie bounced along singing anything and everything that came to mind.

She had such a nice voice. Her energy and enthusiasm filled him even after hours of walking. He didn't even notice the ache in his hooves or how tired he was by the time they stopped for lunch and again for dinner. He loved hearing the stories she told, even if she couldn't think of any to do with her life and fillyhood. And when she’d ask questions, he didn't mind answering. He’d never been able to talk to anypony easily, but her spirit was so welcoming and friendly he felt freer and more at ease than he ever had in his life.

Turns out, leaving Fillydelphia really was a good idea.

And as evening drew nearer and Pinkie finished off her plans for their party- plans she hadn’t shared a thing about in order to surprise him- they found themselves wandering into a small in-between town.

“Odd, it’s not on my map,” He said, pulling said paper out to examine it. Pinkie joined him looking over his shoulder.

The map wasn't super detailed. It showed some of the bigger cities and primarily main roads with a few minor roads and smaller cities here and there.

“It’s covering a lot of land. I think they just put in the super important stuff, but of course there will be smaller towns in-between the big cities.” She giggled, “You know, since we’re here, we could always invite more ponies to the party.”

“But we don't know anypony here, they’d be total strangers,”

“And?” She said, bouncing along towards the town, “Parties are about sharing laughter and smiles with everypony, even strangers! Besides, what better way to make friends?”

He wasn’t good at making friends. But Pinkie seemed to know how. She seemed to know a lot. “You’re the expert here. Show me how it’s done,”

Pinkie’s smile widened at his agreement, “This night just got even better!”

They’d come into town in a hurry, and Pinkie used that enthusiastic charm of hers as they began talking of parties till word spread faster than wildfire. Yes, there was going to be a party, for no particular reason other than everypony needed a little break once in a while- and these two would provide it. Pinkie’s energy was contagious and the town welcomed the duo with open hooves.

Like magic, Pinkie had managed to get everything a pony would need to throw an excellent party, snacks and desserts, tables and chairs, brightly colored decorations, music, a disco ball and dance floor right in the center of it all. Perhaps the most impressive feat is that she was even able to get the supplies to rig everything up outside.

The music she picked added to the life and energy of the party. Ponies danced to the beat, cheering for their favorite songs, and allowing themselves to let loose.

Beach balls bounced over the crowd and some impromptu games started on the outskirts of the dance floor.

The smiles were like no other.

He had never seen anypony so happy by something so simple. And it was all thanks to her.

Pinkie pulled out all the stops. Currently, she entertained a group of foals, not much younger than her, by balancing on a beach ball and juggling five rubber chickens. Her smile seemed the brightest of all. He could see, clear as day, that she lived for this. And watching her made something inside of him spark.

If he could do this forever, make ponies happy, watch her make ponies happy, he would.

Yes, he would show up, leave an impact, and then be gone knowing those ponies would remember their smiles, remember the fun, even if they didn't particularly remember him. He'd come and go and disappear, move on to the next town, then the next. The world would be his home, he could sleep beneath the stars every night. She’d be there too if she wanted. They could do it together. She could teach him everything he needed to know to create these smiles.

Wouldn't that be amazing?

As much as he liked to dream up the future, for now he watched the present, taking it all in.

His first party.

Though it wasn't for him, and it wasn't even with ponies he knew, he wouldn't have it anyother way, because Pinkie had shown him the joy of a party. Just like she promised.

"Are you having fun?" Pinkie bounced up to his side dressed in a fitted black tuxedo she'd borrowed from a townspony to replace the gown she'd woken up in, an expectant smile directed at him.

With more confidence than he’d had that morning, he mirrored her infectious smile, "The most fun I've ever had!" Cheese threw his hooves around her, squeezing her tightly like she had done to him, "Thank you Pinkie."

She blinked in surprise at witnessing a whole new Cheese. Their whole walk he’d been timid, shy, and quiet. His smiles were small, and brief. Now, it seemed her energy had rubbed off on him.

That made her even happier than any smile she'd witnessed. She’d planned this party for him, after all . While she’d hoped he would feel the same enthusiasm and joy she felt at parties, she hadn't expected so much so quickly. Still, it made her heart bubble with glee.

"O-of course!” She composed herself, returning his hug, “I live to throw parties and love to make ponies smile."

“It’s a great feeling,” He admitted, releasing her from the hug with a slightly embarrassed smile. Alright, he was still a little shy, but he was so much more out there. Still, her eyes brightened and sparkled, the look she gave him nearly killed him.

“I never realised what I was missing without friends,”

“It’s not too late to go back home,” She said, fearing he may start to suffer homesickness, or regret his decision to leave.

“No.” Cheese insisted, “I know I’m better off out here. If we’re traveling, we can share the joy of laughter with so many more ponies than if we stayed in Fillydelphia.”

“True,” She hummed

“And I’m sure there are a lot of ponies like me who’ve never experienced anything like this.”

Pinkie nodded, very much liking where this was going

Encouraged by her encouragement he continued earnestly, “Let’s travel then! Anywhere our hooves lead us! Let’s throw parties, and spread happiness! The world will be our home, and smiles our reward!”

Pinkie giggled delightedly, “Sounds positively spectacular, Cheesy! I told you you'd be the brains of this operation.”

Pinkie nudged him playfully causing his face to flush again. “Thanks Pinks.”

Then, without warning, she pulled him forward, beckoning him to join the party. He’d watched a majority of it, taking in the spectacle, but she wanted him to really be a part of it all, to immerse himself in the experience, afterall, a first party could never be redone so why not make the most of every minute while they could.

Even a day ago, he might have shied away. He would have run at the possibility of being in the center of things, but her enthusiasm was infectious and her energy fueled him. He didn't care where he was within the party, so long as she was with him. He wouldn't deny her the sight of his own joy at the good she’d created. Besides, no better time than the present to get outside his comfort zone.

Hours later the wandering duo had left the little town behind them, opting to travel further and sleep beneath the stars. They brought some of the extra food from the party with them as well as a spare change of clothes from their borrowed party attire and some blankets kindly given to them by a passing pony as they made their way out of town. One good deed inspires another.

Despite the late hour, both radiated energy, though Cheese’s was slowly waning. He was not built to go on and on and on for hours like it seemed she was. Oh, but he imagined he’d get used to it.

“And when I- and we! It was like-!” Pinkie rambled on and on accompanied by fits of giggles and sound effects, reminiscing over the success of the first party she’d ever thrown-as far as she could remember. “It was-”

“Epic?” He offered slyly.

“Yes,” She sighed happily, leaning into his side, “Epic,”

Once again, the contact caused him to blush, but she couldn't see it as she looked out to the starlit sky.

Then, the unexpected happened, she yawned. All day Pinkie had been so full of energy, he hadn't expected her to feel tired anytime soon. Well, it had to set in eventually, and now was as good a time as any.

“Let’s go ahead and set up camp for the night,” He suggested, slowing his pace.

Pinkie nodded into his shoulder, seemingly unaware she’d been leaning into him for the last several steps, “Sure,”

A small fire was quickly built and their blankets laid out for them.

“I suppose we’ll have to get some real camping gear soon,” She giggled, “Mabey a party wagon too,”

“That would be nice,” He said, folding his blanket to his liking, very opposite to the nature of hers where she laid it out as it fell and called it good.

“Not bad for a first party, am I right?” She remarked as she snuggled into the various folds of the blanket

Surprised, he looked back to her, “I already told you, it was spectacular,”

She giggled “I know, I just-”

“Where did you learn to do that?”

The energetic pony stopped, “Do what?”

“What you did all night: throw parties and be able to make so many ponies smile all at once,”

She sat and contemplated a moment. She’d been so wrapped up in the excitement of her new friend, their travels, and the party, she hadn't had more than half a moment to even think about herself. Now she had to.

Where and when had she learned that? Or even a love of parties. Come to think of it, this wasn't just Cheese's first party, but hers too. And yet somehow she knew she had a deep inspired love for them? And with those questions returned several older ones. How had she wound up outside of Fillydelphia in the first place? How exactly had fate led her to this? Why?

“I don't know.”

The way the fire danced between them made it hard to really pick out what she was thinking, with the shadows constantly changing and all. But he knew something was off. She’d never stopped smiling all day, but that line of thought had ended that beautiful smile.

“I don't know why I love parties, or where I learned to throw them, or any of that,” She said, “I don’t even know how I know my name. I mean I just thought ‘Pinkie Pie’ and assumed that was it. Just like my name, he thought of parties felt natural for me, and so did making friends. See, I woke up this morning to find you, but I can't recall a single thing before that!”

“Really?”

“Really,”

“What do you think you’ll do then?”

She thought, a smile accompanying her solution, “This. All of this, again and again till it comes to me,” She chirped, “Cause I don't mind this.”

“Well, I’m glad to have a friend like you then,” Cheese smiled, “And hey, if you ever need help remembering, I’ll always be here to help,”

"You mean it?"

"Yes Pinkie. After what you did for me tonight, always is the least I can do."

“Aww, Thanks Cheese” She gushed, “Memory or not, this is the start of something glorious!”

The mare rolled onto her back, and he followed suit till they were watching the stars together, allowing the serenity of night to surround and calm them.

“Hey pinkie?”

“Yes Cheese?” She was quickly drifting, but he had just one more thing to say.

“I was thinking about what you said this morning, about me being the brains of this operation.” She hummed in acknowledgement, “And I realised, you are the heart of it. The life and the light of what we’ve just started.”

Her voice brightened a smidgen, “Thanks Cheesey!”

Just like that, there they lay; two ponies unaware of but hopeful for the future impact they would have on their world. Here they were at the start, with the promise of always. Together they would learn and grow and become Party Ponies for life.

Indeed, this was the start of something glorious.

Wandering Child

Any pony could tell you their favorite way to wake up, be it to the smell of breakfast cooking in the kitchen, the sound of birdsong as sunlight warms and lights your room, nestled in a cozy blanket till the later hours of the morning, or in the arms of a lover. All you need to do is ask, and surely you’ll receive an answer with a fond smile.

No pony, however, would tell you that the best way to wake up in the morning is to be doused by a wave of cold, muddy, street water.

Unfortunately, that was exactly how Rarity woke up in the early hours of the morning when the sky had scarcely been touched by the rising sun: soaked and sore from a night’s rest on the unyielding firmness of a concrete sidewalk.

She sat up with a jolt, crying out in surprise. “What the hay!?” She sputtered, scrambling to her hooves and seeking out the cause of her rude awakening.

She saw, speeding down the road and turning a corner, a bright yellow Taxi carriage pulled by a careless driver. Alas, they were too far gone for any complaint to be shared, nor a recommendation they slow down and avoid puddles.

That left the sore and soaked mare to assess the damage. Her white coat was not so white anymore, matting up from the dirt, street water, and overall condition of her sleeping arrangement. Who falls asleep on a sidewalk anyways? She couldn't have found a bench to sleep on? Or… you know, a bed? What had she even been up to last night?

Last night… was gone. Not even the barest traces of memories existed. And before that? A whole lot of nothing.

That couldn't be right.

The mare took a moment to concentrate, to really focus her mind and search for something. Nothing solid came to mind. Nothing but a name:

Rarity Belle.

“There must be more,” She wondered aloud, walking to the nearest window or reflective surface to attempt to sort herself out. It wasn't too hard. The city was quite… shiny… if not marred by the dirty, crowded roads.

Her mane might have been up in a fancy updo... once upon a time. But it was hard to tell, what with how it more closely resembled a hastily built bird’s nest today. But, the strands of deep purple hair seemed well taken care of if not for the one night of neglect. Makeup highlighted her natural features and, thankfully, held up better than her. Now the dress she wore… that was something else. Though a bit torn at the hem and rumpled from sleeping in it, the gown was exquisite. The bodice was made with a soft white fabric that flowed over the shoulders and into elegant sleeves. The skirt had been composed of layers of purple tulle and shimmering silk and to separate the two pieces, a golden sash had been tied around her waist. The top and the skirt were decorated with hoof stitched embroidery and carefully placed beads. ‘Twas a gown fit for a ball. And the jewelry that she wore matched tastefully to the gold on the gown.

From deep in the back of her mind came the inkling that she had made this. Though she didn't know when, or how, or with what, she felt this must have been her work. The discovery was comforting. At last she could remember something, even if the barest detail.

Progress was progress, afterall.

She imagined with her mane done up right and a fresh face of makeup the look would have been stunning. Alas, such was not her luck and it was with some hesitation she removed any pins and ornaments from her mane, smoothing it out with her magic. She paid careful attention to how it had been done should she ever wish to recreate something like it-though there wasn't much to go off of. When she finished, her mane fell down past her shoulders in soft and messy waves.

'Not an entirely bad look, if I do say so myself.' She thought with a tiny smile.

Rarity paused and looked into her own blue eyes, searching for any knowledge they could give.

“My name is Rarity Belle. I am a seamstress…” Her brow furrowed and she leaned closer to herself. What secrets lay in her eyes? “I think.”

“I live… I live here? Possibly?”

Come to think of it, where was ‘here’?

A city, yes.

A big, bustling city. One lit with lights on every corner and building. Even in the early morning there was plenty of light despite the grey sky above. She wondered if the city ever went dark?

The sight was overwhelming. She dare say intimidating.

For a mare with no memory, no clear path or direction, confined within towering walls of glass and brick, intimidating was the only way to describe it.

How would she ever find her way in such a strange and busy place?

Unease and doubt sunk into her chasing away any hope she might have had.

"No, no, Rarity, darling," she reprimanded herself trying to chase away the doubt, "We can figure this out. We're nothing if not resourceful. Simply put one hoof in front of the other…"

So she did, then forced herself to take another step even as everything moved so quickly around her...

She didn't know how long or how far she walked as she tried to make sense of the world around her, but it must have been hours. She could scarcely remember where she started. As if she wasn't already lost before, she was certainly lost now. If she thought the morning was busy, there was no way to describe the late morning, or the afternoon hours of the day but dizzying. Hectic. Chaotic.

The word made her shiver.

Hope was slipping faster now than ever as she quickly learned she was nothing in the crowd. Everypony had somewhere to be, something to do, even when they didn't. No pony wanted to help her. No pony wanted a thing to doo with her, or anypony else for that matter. Many pushed her away, refusing to answer even the smallest question.

Why?

Why in a crowd of thousands was no one willing to show any goodness?

Why did she, on a busy street corner, feel so helplessly alone?

This city was suffocating. The inhabitants were far from kind. And she was afraid.

Eventually she stumbled on what she would call a miracle. A park somewhere in the city. The small open patch of green was relieving to say the least. The ever looming walls parted just for that peaceful plot of land.

It was the sort of place she could just breathe.

So, she rushed to it, nearly tripping over her skirts though she couldn't bring herself to care. She fought back frustrated tears from the awful morning, hoping this could be a place to make sense of things.

As her gallop slowed, she fought to calm her breaths. She wouldn't lose herself in this madness. She had to keep control, despite feeling herself cracking.

As she stepped off the paved sidewalks, she moved to sit at a nearby park bench, huffing as she moved her poofy skirts out of the way.

Better.

Out of the corner of her eye she saw a sweet looking elderly stallion passing, a small grin gracing his muzzle.

Oh, if anypony would help her, he seemed like a good candidate. If he could slow down to enjoy a walk, he could surely answer a question or two.

"Oh, excuse me sir," she called beckoning him over, "I'm sorry to trouble you, but I've had such a rough morning and there hasn't been a single pony to show me any kindness at all. If I could just get a smile and a little bit of help, I would mean the world to me."

His grin grew brighter with each word, till it became the smile Rarity needed, putting her at ease. "Oh, you do have a lovely smile, now-"

Before she could get any further the stallion grabbed the necklaces hanging around her neck and yanked them off, shocking her as he galloped away.

She blinked.

"What!?” She all but screeched, standing from the bench, “Stop! Come back! Those are mine!" She tried to give chase but he was too far ahead. Heavens, he was faster than he looked. Meanwhile Rarity was in a ballgown, leaving her out of luck.

"You!" She growled indignantly, her face turning red, "You are not a very nice old stallion!" She huffed after him, her back hoof stomping the grass.

He paid no mind, instead dancing away with his loot.

That was it. That was when she broke and hot, angry tears pooled in her eyes as the hopelessness of this place really set in.

She felt so stupid for hoping and trusting. She felt shame for how lost she was. Anger at the fate she’d been given. One word repeated itself as she felt herself colapsing from the inside out: why?

Why!?

A clap of thunder sounded overhead making her jump.

Before she even had time to react, the skies opened up, unleashing a torrential downpour upon her.

"Are. You. Kidding me!?" She screeched. Several sets of eyes turned towards her, it was the first time any pony had spared her a second glance, all because she was crumbling. "I hate this city! I hate this day! I thought it couldn't get worse, but no!" She stomped in a newly formed puddle and caught her reflection as it cleared.

"I'm lost," her voice broke, as she once again looked into her eyes, red and puffy from emotion. What a sad sight she was.

"I'm alone." Her tears mingled with the rain. She whispered desperately, "I just want to go home… wherever that is..."

Rarity sat in the grass, no longer caring about her dress, nor her mane and coat. Forget appearances, no pony cared for them anyways. She'd given up.

It wasn't long before she began to shiver in the downpour, despite wrapping her hooves around herself. This was misery. This was rock bottom. It had to be. She could not think of a lower destination than this.

How had she ended up here? Why had she done this to herself? Why this cold, heartless, miserable, city? Were had her memory gone?

There was an overwhelming amount of unanswerable questions, enough to make her wish to disappear. She hated this feeling.

Through her wallowing and depressive state she barely registered the approaching hoofsteps behind her. She scarcely felt the gentle hoof that came to rest on her shoulder.

It was the softly spoken words that followed it which finally gained her attention, "You look like you could use some help."

Her heart stilled and she turned, scrubbing the tears from her eyes. A petite cream-colored mare with a soft turquoise mane stood before her. In one hoof she held the umbrella while the other rested comfortingly on her back. The mare's eyes were humble but shone with compassion. For a moment she could have sworn she knew those deep teal eyes… but when she blinked again they were a light turquoise.

"Yes," she choked, moved by such smple words, "I really, truly could. Thank you,"

The mare pulled her up off the ground, not caring about how muddy her hooves were. "I'm Coco, by the way. Coco Pommel."

Her voice was soft like springtime, putting the unicorn mare at ease.

"It's a pleasure, Coco. I'm Rarity."

They shook hooves as a friendly greeting, and Coco noticed just how much Rarity was shivering.

"Would you like to get some hot cocoa Rarity? My treat."

The unicorn blinked. The mare had known her all of two seconds and... she was offering hot cocoa? What had inspired the simple act of goodness.

"That's very generous of you. I'd hate to impose."

"Not at all. You look like you could use it anyways."

Rarity dipped her head humbly, "You have no idea what this means to me. Thank you so very much."

With a bright smile Coco brought Rarity under the umbrella.

As they walked and talked, it seemed there was some hope for tomorrow. If one good pony existed, perhaps there were more?

This was just the act of kindness she needed today.

After a relaxing drink and a friendly conversation, Rarity discovered a kinship with the mare. She found herself discussing the life of a seamstress with details she hadn't realised she’d know till then. She found it easy to speak with the soft-spoken mare.

She was so grateful for this one true light in Manehattan.

Coco was surprisingly perceptive, insightful even, and Rarity found herself confessing her dilema. Coco, who’d listen compassionately through the whole tale had dragged Rarity back into the rain and to a towering apartment building as soon as their hot chocolate was done.

Now, she pushed her way past an old door, flipping on the lights as Rarity followed after.

“Welcome to my humble abode,” She sheepishly gestured to the cramped space. A well-loved couch leaned against one wall, a sewing machine and various fabrics occupied her dining table, patterns and books filled several bookshelves in the room. “It’s not much, but it’s mine.”

It was homey, if not old and run down. But at least it was a comfortable, well lit and welcoming space.

“I have some spare clothes if you’d like to change.” Coco said, rummaging through some drawers, “A few outfits I wanted to debut but Suri ultimately scrapped.”

“Suri?”

“Suri Polomare,” Coco sighed, “My boss. Not the nicest pony you’ll meet, but she knows how to work this city. I can’t make it in the fashion industry without a personality like her at my side.” she chuckled nervously, “This city is tough, as you know. Suri knows how to be tougher,”

At last she pulled out some simple, loose-fitting clothes, “Well, anyways, these should work for the night. You’re welcome to stay and I can help you find your way around Manehattan tomorrow,”

Rarity gratefully accepted the clothes.

“Bathroom’s on the left,” Coco motioned to a door, “Go ahead and change,”

“Thank you,”

She didn't know how many times she’d said it, but she was determined to keep saying it. Coco deserved to be given her gratitude.

She was nearly in the bathroom when she stopped, and turned to look back at the other mare.

“Why are you so kind to me?”

Surprised, Coco looked at her, tilting her head in confusion, “What do you mean?”

“I don't wish to sound ungrateful, I truly am thankful for your help, but you don't know me, we’ve never met. Why are you so kind?”

Coco considered the question and offered a humble shrug, “This world is not kind to those who feel lost. Manehattan will tear you apart at every insecurity. Truth is, I’ve been where you are-without the memory loss-and it’s not a fun place to be. I just had a feeling I needed to help you. Perhaps one day you could do the same for somepony else.”

Rarity was touched by Coco’s words and found herself remembering beautiful words spoken by a distant voice. “One good deed always inspires another,”

“Always,”

Dressed in night clothes and armed with a comfy blanket and pillow, Rarity prepared herself to bed down for the night as Coco finished up her evening’s work.

Rarity had watched in curiosity as the other mare worked with practiced hooves. A thought kept poking into her mind as she thought back to her own talent with a needle and thread, one she couldn't help but discuss.

“Coco? What’s it like working for Suri, and making clothes?”

The mare tucked away her current project, safely for the night. “It’s hard work, that’s for sure. But looking at all the things I’ve created is reward enough to keep me going. I hope that if I work hard enough I can make a name for myself here.”

“A dreamer?” Rarity chuckled wistfully wondering if she too was a dreamer.

“Absolutely.” Coco moved to her bedroom door, pausing as she rested her hoof on the knob, “If you want I could introduce you. You’ve got the skill, it could be enough for you to provide for yourself till you find your path.”

“That's… not a bad idea, actually,” Rarity smiled softly, “I wouldn't mind working alongside you,”

“Me neither.” Coco laughed, “We’ll talk in the morning, okay. For tonight, get some rest.”

Rarity nodded, slipping underneath the blanket, sighing appreciatively at the softness of the couch. It was worlds better than the concrete shed woken up on. Her muscles were already thanking her.

After a long day, sleep came easily to her. Her eyes fluttered shut and, as she gave into exhaustion she found herself at peace. It had been far from a good day… really far from it.

But there was hope for tomorrow to be better.

She only hoped one day she could repay Coco Pommel for even the smallest generosity she’d shared.

Author's Note

These sisters always give me the most trouble. Lucky for me, and for you, we've only got three more chapters before we really dive into the Canterlot stuff.

I knw it was a bit of a wait for this, but Fluttercord Week kept me busy for the last couple months. It was fun (go check out the stoies that came from it if you havent) but I'm glad to be back here with this fic.

Hope you enjoyed! Dont be afraid to leave a omment! See you soon!

Under a Gathering Storm

Author's Note

Enjoy!

Under a Gathering Storm

Through the crumbling ceiling of the long forgotten caste, the sun finally made its way into the abandoned throne room where Sunset rested. She’d slept long and deep, her body compensating for the magical exertion the night before. Finally stirring, she once again scared off the curious critters who’d made their way into the castle. On shaky hooves she rose to her haunches, every muscle within her crying out in protest. Lay a little longer. Rest.

But she couldn't. The aching of her body was nothing compared to the aching of her heart. It came with the knowledge that they shouldn't have lost. She was supposed to be the protector. She was supposed to keep her sisters safe. Nothing could compare to the sorrow of failing in a minute at what she’d spent years training for.

Her family was gone and she could do nothing, not for a long time.

If only they’d had a few more years, some time to grow up before Discord returned. If only they’d been together.

If only. If only. If only.

That night, just last night, the castle buzzed with activity as servants ran about through busy halls and corridors in preparation for the much talked about birthday celebration in honor of the youngest princess who had blessed their lives from the day she was born.

Sunset Shimmer's job that night was to watch over the filly, and the two kept busy by getting themselves ready.

Fluttershy had been a beautiful young filly with a soft buttercream yellow coat and sparkling teal eyes. Although she was young, everypony knew she would grow up to be an enchanting beauty, a rose of the rarest kind. That, paired with her heart of gold and infinite kindness, would make her a fine mare beloved by the ponies of her kingdom.

It was a simple fact that the filly of eight years had already won the love of all who met her and if she had been the one destined for the throne, no pony would have complained. As it was, she was the youngest, and thus furthest from the throne, not that she cared, the filly certainly was more inclined to the lush greenery of the palace gardens than the velvet cushions of the throne room. Still, she would serve the ponies well. Any role she chose in the kingdom would allow her to further bless the lives of the citizens.

Sunset Shimmer stood by, helping her into a simple green gown decorated at the waist with small flowers, the back of the bodice laced up with a green silk ribbon, and the skirts flowed freely. The gown had been made to look sweet and beautifully innocent, a look that suited the filly perfectly.

Sunset herself- a unicorn with a fiery red and yellow mane not to be forgotten, and a golden coat like sunshine- wore a simple gown, as befitting of the occasion; a black bodice decorated with beads of onyx, and a red skirt with layers of glittering tulle draped over top.

“Sunset?” Fluttershy asked softly in the gentle manner of a princess, “When can we go to the party?”

“Soon,” Sunset smiled, tugging on the laces of the filly’s gown, careful not to pull too tight, “It won’t be too much longer. By the time we’re ready, everything else should be ready too.”

The King, Queen, and other princesses had wanted the plans and decorations to be a surprise for the young filly. This would be her first birthday celebration with more than just her family- even if that meant the simple inclusion of the servants and a few close friends. That was all they needed. Even for a small gathering it was looking up to be quite the event.

Everypony wanted tonight to be just right. That is why Sunset volunteered to watch Fluttershy, to make sure she would be entertained, and have someone to talk to while the others were busy that evening. That, and to be sure she wouldn't try to peek.

Although Fluttershy was a good natured filly, without an evil bone in her body, she had surprised them once or twice with her cleverness. And after what some of her sisters had attempted at her age-namely Rainbow Dash and Pinkamina- they figured it would be best to take no chances and avoid ruining the surprise.

Despite what should have been a perfect scene, Sunset felt unexpectedly on edge. Something was off in the air.

Her horn buzzed faintly all night, almost like it was picking up spikes of magic. Unfamiliar magic. She dared to say dangerous magic. And that worried her. The sensation felt like lightning before it strikes, a warning of an oncoming storm. She feared what it could be and hoped she was wrong, that this was due to the unexplained storm clouds that had rolled in that very evening.

Either way, she would not let the happy atmosphere be ruined by her worrying. Fluttershy deserved better than that.

So, with a smile she finished lacing up the gown. No sooner than she’d done so did Fluttershy begin to squirm in excitement. While normally a quiet and timid filly, she had quite a bit of the buoyant energy you’d expect from an eight year old.

It was her birthday, after all.

“Can you do my mane now, please!” Fluttershy pleaded, earning a smile from her sister who knew that the filly loved having her mane brushed or played with.

“Of course, Fluttershy,” Sunset smiled, “As long as you sit still and stop wiggling.”

Fluttershy nodded and promptly quit moving so Sunset could do as requested. The unicorn levitated a brush and began to run it through her sister’s soft locks, being sure to remove all tangles and smooth down any frizz, of course there wasn't much issue with that since Fluttershy’s mane was very fine and easy to work with. Had this been Pinkamina, well, that would have been an entirely different story.

Sunset set aside the brush and set to work expertly braiding Fluttershy’s mane, taking time to weave ribbons and flowers in as she went. And when she finished, she fastened it off with another ribbon, the same green as her skirt.

“There,” Sunset said, moving to let Fluttershy see her reflection in the mirror, “Done,”

The young princess gasped in amazement “Pretty,” She whispered softly, before she suddenly turned to her sister and embraced her in a tight hug “Thank you Sunny,”

Sunset smiled fondly at her sister’s nickname for her and returned the hug with a laugh, “Of course Flutters,”

Although Sunset hated delaying the filly any further, they had not yet received word that it was time to make their entrance. Good thing there was one last thing to take care of, else they might have had to find new ways to entertain themselves.

“Before we go,” Sunset levitated two small boxes, one wrapped in a soft pink paper and tied with a deep blue ribbon, and the other slightly larger and wrapped in golden paper and tied with a pink ribbon.

The filly looked at them with wonder and curiosity.

“What are those?”

“This one,” Sunset handed Fluttershy the small pink box for her to open, “Is my gift to you,”

Fluttershy smiled and opened it gently, but with growing excitement to find what was inside. She pushed aside a layer of tissue paper to reveal a gold locket with a pink jeweled butterfly in the front and her name engraved in elegant cursive lettering on the back. Fluttershy.

When she opened it, she discovered it’s enchantment: beautiful images of Fluttershy and her sisters, her parents, her entire family swirlied endlessly before her eyes. It was not the ordinary locket which held only a memory or two, but something far more magnificent.

Fluttershy’s smile deepened as beautiful moments replayed themselves for her.

“Oh! Thank you Sunset! Thank you! I love it!” Fluttershy threw her arms around Sunset again, squeezing her tightly.

“I knew you would,” Sunset returned the hug, “Now you can always keep your family close to your heart, even when we aren’t all together. All you need to do is think of those you love and your best memories will always follow,”

“I’ll never take it off,” Fluttershy vowed as Sunset levitated the necklace in her brilliant jade aura in order to fasten it around the filly’s neck

“I’m glad to hear it. As for this other gift...” Sunset retrieved the other box and set it in the filly’s hooves, “This is from mother, she would have given it to you later, but she wanted you to have it for the party.”

Fluttershy’s interest piqued as she began to open her second gift. Inside the box lay a simple jeweled tiara that’s shape resembled an elegant little lotus flower, small and delicate. In the center petal rested a pink butterfly jewel. Their mother, Celestia, had commissioned a tiara made for each of her daughters on their eighth birthdays, and each had been made to be as unique as the girls who’d wear them. These crowns marked their special role in the kingdom, and in each of their families. It had become a tradition for the royal family, as well as a necessity. And now every daughter had a tiara of her own.

“It’s beautiful,” Fluttershy gasped, admiring the lovely headpiece and allowing Sunset to gently remove it from the box. With great care the elder sister placed it in its rightful place atop Fluttershy’s head, tucking it into her mane. When she was satisfied that it would not budge during the party, she stepped back and looked into the mirror at Fluttershy.

“There,” Sunset whispered, “Now you’re ready.”

The filly practically glowed, her joy, love, and kind heart radiated in her delicate features, her beauty shining out from within. Though she was still so young, Sunset knew she would grow up to be one of the most beautiful mares in the land with a grace about her that would undoubtedly go unmatched by anypony, even her own sisters. It was for these reasons and many more that Sunset considered Fluttershy her favorite sister, though she would never admit it out loud… she still loved every one of her little sisters greatly.

Sunset glanced at the door, her worry deepening. The filly was ready, and despite the fact Sunset took extra time to prepare, no word had come.

Even as she busied herself tidying up the room and chatting with Fluttershy to pass the time, she couldn't shake the feeling something wasn't right. It was a rare occurrence, but tonight she hoped she was wrong.

The buzzing grew stronger with every passing minute, her magic even cutting out sporadically. Lucky for her, Fluttershy didn't notice. The last thing she needed was for the filly to worry too. She didn't have an acute sense for magic, unlike unicorns. Briefly, Sunset wondered if Twilight felt the sensation too and if she had figured the magical implications? Or was this only in her head?

A knock finally came. Despite anticipating it for several long minutes, it startled Sunset enough to pull her out of her own head.

Fluttershy perked up, sitting taller, and the elder princess sighed in relief once over her initial surprise.

“Come in!” Sunset called.

The door opened and revealed a young purple dragon with green scales dressed nicely in a suit. Spike, as you may well know, had been hatched from an egg by Twilight when she was young, a feat that had earned her a cutie-mark for her skills with magic. From that day on, Spike became like the brother the royal sisters never had. A brother she hoped they’d never go without.

“Hi Spike,” Fluttershy said with a wave, and the young dragon waved back with a smile.

A nervous smile.

Sunset’s stomach formed into knots.

“Is something wrong, Spike?”

“I was sent to tell you it’s time, but…”

“But,” a deeper voice cut in, “There has been a change of plans.”

A regal gray unicorn stallion stepped up from behind Spike. He stood tall and strong, with a mane black as midnight and eyes like emeralds. Atop his head rested a crown of polished silver and rubies. This was the king of Canterlot, their father, King Sombra.

“Papa!” Fluttershy beamed and ran into his arms.

“Oh! Don’t you look absolutely stunning!” He laughed heartily, squeezing her tight.

She giggled, “Thank you papa,”

“We did want to look our best for tonight,” Sunset smiled warmly, stepping out into the hall with them.

“As you should!” He boomed,

“What do you think, Father?” Fluttershy asked sweetly, her big blue eyes shining with an overwhelming mixture of innocence, hope, and joy that nearly made the king’s heart burst.

“I think you could wear a potato sack and still look as beautiful as you do now,” He answered playfully, pulling his little filly in for another hug.

She giggled too, trying to wiggle free, “Papa! I’m serious!” she insisted, and pouted adorably when he responded with a booming laugh.

“As am I darling,” He replied, pulling her a little closer as she stopped protesting. She smiled and put her hooves around him again in another embrace as he whispered tenderly to her, “Your beauty comes from within, little flower. Your kind heart has always shone through, and always will, no matter what. Remember that my darling.”

“I will papa,” She whispered back, “I promise,”

“Good,”

They finally let go of the other and the king turned to Sunset, his eyes focused. The mirth he’d just held disappeared.

“Is something the matter, Father?”

He heaved a heavy sigh, shaking his head, “I wish it wasn't so.”

So she’d been right. Her gut was telling her all along that something was amiss. Why tonight?

“What is it?”

He allowed himself a small smile, one that was almost sad, “Nothing you haven't prepared for.”

Sunset’s heart skipped a beat.

“It seems an old foe of your mother’s has, at last, returned.”

There was only one being she’d been prepared to fight against. One creature whom she’d trained specifically to stand against. And there was only one way to stop him.

“Are you sure, father?”

He nodded solemnly. “Celestia has already sent your sisters to meet you. We suspect she will be his first target. Thus buying all of you some time. Luna has hidden but will be at your side should anything go wrong.”

Sunset didn't know how to respond. How could she? On one hoof she had a terribly bad feeling about this. On the other, his eyes begged her to trust herself. He had full confidence in her, so did her mother. But her sisters were still so young. Were they ready for this fight? Heck, she was still young. Could she lead them?

Fluttershy looked worriedly between her sister and father, “What’s going on papa?”

He turned to her, offering her the warmest smile he could, “You have a job to do, a special mission if you will. Listen to Sunset, do everything she says, and things will turn out alright my little flower. Can you do that?”

“I’ll try papa,”

“Good, now you must hurry. Time is of the essence.” He pulled both mares in for a tight hug, speaking quietly to Sunset, “Remember, no matter what happens to me, whatever happens to your mother, you do what must be done. You are their protector.”

When he pulled away he saw tears forming in her eyes, a fear of what may come, and a determination to come out triumphant. “I won't let this be good-bye, father.”

“I know you won’t.” He ushered them away, gave his final orders to Spike and ran to the ballroom to await his foe. He gave them one last meaningful look as both watched the other over their shoulders. “I have full faith in you.”

It took all her strength to keep a brave face for Fluttershy as they rushed through the palace halls. Even with the sinking feeling of dread. Even with her horn buzzing painfully, more than before. Even knowing the possibility that they may not be fast enough to help her mother. She had to have faith she could still save their kingdom.

Was that the cost of harmony? Or even a few seconds delay?

As you may have guessed, their sisters never made it.

The air outside the palace was more full of that staggering chaos energy than the inside had been. Her own magic reacted harshly to it.

Then came the sensation of great loss, and an anguished cry from somewhere within the gardens.

Despite the rain patterning around them, she knew that voice.

Twilight

Sunset would have rushed to her side, but the sensation came again stopping her in her tracks. Another loss.

Somehow, and she had to trust her gut instinct, she knew.

She knew he’d gone after her sisters.

Chaos had taken the route they’d all hoped against.

She knew they weren't going to make it.

‘They are forgetting.’ Her Aunt Luna’s voice warned in the back of her mind. ‘You will too if you do not act quickly.’

As she felt the pain of each sister’s loss, she knew she might only have a few seconds to act. Even a second's delay could mean complete and total victory for their foe.

So she held Fluttershy close, desperate to protect the last, biting her cheek in hopes that it would stop her from crying.

“Fluttershy, I need you to listen carefully.” She forced the fear out of her voice, replacing it with what she hoped sounded like certainty and strength. “Equestria is in danger. Our family is in danger.” She could feel herself shaking, “And we might be the only two who can save them. That means doing everything in my power to make sure you are safe. It means I have to go away for a while.”

“What!?” She gasped, “Sunset, no!”

“We are the last hope for our kingdom, Fluttershy. Our enemy, Discord, is extremely powerful. If we try to fight him now we’ll surely fail. We must hide so that he can not find us. But we can’t hide together.”

“Sunset-”

“What I’m about to ask of you will be hard, but I know you can do it.” The filly nodded despite her fear filled eyes, and Sunset was proud of her, “I need you to stay here in Canterlot, in the palace. Discord won’t think to look for you here.”

“Why not?”

“He knows I am supposed to hide you, to protect you at all costs. I have no doubt about that. Everyone expects us to go somewhere far, far, away. That’s the first place he’ll search. But right here, under his nose: he’ll never suspect you.”

“But won’t he recognise me? Won’t everypony know me?”

“I’m taking precautions.” She assured her, “I’ll cast a spell so no one, not even he, will remember you. When I do, you will no longer be Fluttershy, but one of many palace servants: Rosewater Ivy. Remember that name. It’s yours now.”

“Rosewater…” She tested the name, her nose wrinkling at all the questions running through her head. “But why-?”

“I need you to trust me. If I had time to give you all the answers I would, but I don't. The cost of even a few seconds is great. I need you to trust me. You are a servant. You will only be known as such. Stay calm, stay quiet, and please, for the love of our family, don’t get noticed. The more you fade into the background of his attention the better. But never forget. Please, never forget your family. Can you do that for me? Please?”

The filly nodded, tears filling her eyes. Her hooves wrapped around the locket Sunset had just gifted her. The unicorn made a mental note to add a masking spell to it. Something to keep it from being noticed by anypony who didn't know it was there. “When will I see you again?”

“It’ll be a long time… but I promise I’ll be back,” Sunset pulled her into a desperate hug. She had a feeling it would be many years before she could make sense of this mess. Many more till her sister was ready. But she had to hold on to hope that the day would come when they could save their family… or at least their kingdom.

She felt the strike one final, crushing loss and knew time was up.

“I’ll miss you,” The sweet pegasus cried into her shoulder as they savored what would surely be their last embrace for many years.

“I’ll miss you too.” Sunset’s horn at last lit with jade magic, which enveloped the two in it’s surprising warmth. She concentrated on the transformation they must undergo: a spell severing them from their own names, erasing all memory and trace of themselves till Sunset Shimmer and Fluttershy were nothing more than sorrowful whispers on the lips of ponies.

No loose ends, she reminded herself, deepening her concentration. As she felt the spell coming to it’s fulfillment she held her little sister as tightly as she dared, hopingthe filly would remember her embrace. “Goodbye Fluttershy,”

In an overwhelming burst of light that pulled the two away from each other it was over.

Leaving Fluttershy in Canterlot was one of the hardest things she could do, but keeping the two of them together was far more dangerous.

The simple fact that she was still here in the castle of the two sisters with her memory intact, rather than in a dungeon or in some far corner of Equestria without her memories, meant she had succeeded.

She hadn’t failed yet.

And she didn't intend on starting anytime soon.

Not until she had her whole family back.

Still, her heart ached. “I will see you again,” She choked out, feeling hot and angry tears.

Discord would pay for what he’d done to her family. This wasn't the end.

No, it was only the beginning.

She pushed herself off the floor, trudging to the crumbling thrones that had belonged to Celestia and Luna in the early days of Equestria. She pushed Luna’s throne aside with only some difficulty, revealing a long forgotten passageway. She bravely stepped in, sealing the door shut behind her.

Discord might have secured himself a few years on the throne, but when she returned, after she found her sisters, after this mess was sorted and they were together again, he’d pay dearly for ever thinking to seperate them.

Next time, she would not lose.

Fluttershy sat up with a gasp, her heart pounding fiercely at the nightmare she’d woken from.

She clung to the thin blanket draped over her as she realized she wasn't in her own room.

Gone were the welcoming colors of spring, grand windows, and cozy furnishings she’d been accustomed to. They’d been replaced by smaller windows and bland walls with cots and bunk beds in every corner.

So it wasn't all a dream?

The royal family was gone….

Her family.

Her sisters.

Gone to who knows where.

And she never got the chance to say goodbye.

Meanwhile she was forgotten, as promised by Sunset. No pony had remembered her as Princess Fluttershy. That filly did not exist anymore.

But she couldn't forget. She wouldn't forget, even when it was dangerous to remember. With Discord taking the throne, she could never go back to her old life. Well… not never, she hoped. But not for a very long time.

And she didn't know when that would be.

She sighed and stared at the ceiling, hooves lifting to the chain she wore around her neck. And there, tucked into the neckline of her nightgown, was that small golden locket. She wrapped her hooves around the trinket. Something she knew would always remind her of who she was.

She clenched her eyes, fighting the tears as she remembered how wonderfully the evening had begun. And how terribly it had ended. While she hardly knew what was happening, she knew Discord terrified her. She’d only spent minutes in his presence but everything about him-his mismatched body, his razor sharp teeth, his dangerous red eyes-had her trembling in fear< shuddering at the memory. That was he who`d turned her world upside down. That was he who’d left the ballroom a shattered mess. There was no doubt a battle had taken place there. She just wished she could have seen her family’s work before it was destroyed.

Last night felt like a fairytale gone wrong.

Once upon a time there was a family… A royal family. A king, a queen, and seven princesses.

Once upon a time they hoped to come together to celebrate their youngest princess.

And once upon a time that princess was called Fluttershy…

But not anymore.

Fluttershy would be forgotten with the rest of the royal family.

She would have to forget too.

Not completely. Not for forever.

Sunset’s promise repeated, only slightly overshadowed by Discord’s more sinister one.

You belong to the castle now. The pain and the memories will all fade in time.

Of the two, she hoped Sunset’s held true. She couldn't bear to forget her family. The fact that she hadn't yet had to be a good sign, right? Perhaps he thought they would lose hope, and that's how they forget. Perhaps he wasn't expecting them to try to remember. Well, she didn't intend to ever forget. While she would pretend, while she would lie, and while she would hide, she would never forget her family. She loved them too much. She would wait anxiously for their return, and pray Sunset would figure things out soon.

For now, her fairytale had been re-written. Now she was Rosewater Ivy. Orphaned and alone.