My Little Pony Friendship is Magic What If?: Volume 14

Chapters

S1 E2: Friendship is Magic, Part 2: Elements of Harmony (What If?)
S2 E10: Secret of My Excess (What If?)
S2 E24: MMMystery on the Friendship Express (What If?)
S3 E6: Sleepless in Ponyville (What If?)
S3 E7: Wonderbolts Academy (What If?)
S5 E12: Amending Fences (What If?)
S6 E21: Every Little Thing She Does (What If?) - Redo
S6 E23: The Apple's White Lie (Where The Apple Lies) (What If?) - Redo
S6 E25: To Where and Back Again, Part 1 (What If?)
S6 E26: To Where and Back Again, Part 2 (What If?)
S8 E7: Horse Play (What If?) (Bonus Chapter)
S9 E20: Trixie's Last Stand (A Horse Shoe-In) (What If?)
S1 E1: Friendship is Magic, Part 1: Mare in the Moon (What If?)

S1 E2: Friendship is Magic, Part 2: Elements of Harmony (What If?)

Twilight Sparkle was still trying to figure out how everything had gone so wrong, why she was now facing down the return of the wicked mare of darkness that was Nightmare Moon. It shouldn't have been like this.

It had all started innocently enough, with Twilight taking it upon herself to do some research after hearing about the "Elements of Harmony" in a story. "'Elements of Harmony', see 'Mare in the Moon'?" That was the first development that had set into motion events the studious unicorn (the student of Princess Celestia) could not have anticipated occurring.

"That's just an old mare's tale." Her baby dragon and trusted assistant Spike had replied, though even he wasn't entirely sure about that.

Twilight had simply read further, learning about the titular "Mare in the Moon" (who was called Nightmare Moon) and what she would do. "She will bring about nighttime eternal," And she had then instructed to Spike. "Take a letter, please! And send it to Princess Celestia, it's urgent!"

Spike did so, and received a reply in a matter of minutes. Twilight was convinced this meant her mentor also realized what was going to happen unless drastic measures were taken to prevent it. "I'm sure she'll agree that we need to take action right away!"

But the written reply from the sun princess was not at all what Twilight had anticipated, especially as Spike read it over to her. "My dear Twilight, there is far more to a young pony's life than just studying. Make some friends! Real friends!" And to that end, the two were sent to the town of Ponyville, tasked with overseeing preparations for the upcoming Summer Sun Celebration.

Twilight wasn't exactly in a mood to make friends, especially when her first attempt involved meeting a rather energetic (and weird) pink coated earth pony that she later learned was called Pinkie Pie. The first meeting between the two had been brief, ending with Pinkie letting out a gasp and running away!

Partially because of that meeting, and partially because of everything else she had to endure that day, the unicorn mare ended up with a not very favorable impression of Ponyville's residences. She even proclaimed to Spike at one point. "I swear, all the ponies in this town are crazy!" Yet secretly, part of her was hoping to be proven wrong about what she'd found out.

Alas, Twilight was soon to find out that she'd been right all along. For when the time came for Princess Celestia to appear at the celebration and raise the sun, she was nowhere to be found!

"She's gone!" A unicorn named Rarity had reported, just before a dark blue mist appeared in the same spot the sun princess had been intended to appear at.

And from that mist emerged a mare of darkness. Twilight had no doubt about who the mare was. "Oh no! Nightmare Moon!"

Nightmare Moon had then quickly proclaimed to all. "The night, will last, forever!" And then as she laughed, lightning flashed and crackled all around her, creating a frightening display that made even the bravest of hearts tremble with fear.

Twilight didn't know what she was going to do now. Heck, what could she do now that Princess Celestia had been either defeated, or captured and imprisoned? She had only a vague clue about something in the past that had defeated Nightmare Moon, but she had no further leads on that something. And she doubted Nightmare Moon would just let her search for that something.

But something would have to be done! Somehow, someway, Nightmare Moon would have to be defeated! But Twilight didn't know if she was the pony for the job.

Nightmare Moon continued to show off her power, seeming quite confident that no one was going to be able to stop her (let alone pose a challenge to her).

But you can bet that the ponies of Ponyville weren't taking the news of this sudden attempted overthrow of their government lying down. Oh no no no! There was at least one pony brave enough to issue a command in defiance of the mare of darkness that stood on the balcony. And that pony was the mayor of Ponyville herself. "Royal guards, seize this would-be tyrant at once!" She barked out with authority! "One way or another, she'll tell us where Princess Celestia is!"

A trio of royal guards (who had just so happened to have been on security detail for the celebration) immediately sprang into action! Flapping their wings, they took to the skies with spears at the ready! They were prepared and determined to capture this usurper. It was what they had been trained for.

Without warning, however, Nightmare Moon ceased her laughing and boasting. Her eyes glowed white as she bore her teeth and glared at the approaching guards! "Stay back, you foals!" She shouted, turning into the dark blue mist that had announced her presence. And then, for good measure, she had lightning strike at the three guards and send them crashing to the ground (fortunately, they were unharmed). Then, still in her mist form, the evil alicorn proclaimed. "Consider that a taste of what I'm capable of. So don't anypony get in my way, or else!" And with that, as if to make herself heard, Nightmare Moon disappeared into the night as quickly as she had arrived.

Twilight was the only pony who thought to give chase to the mist, rushing out of town hall as fast as her legs would carry her (and with Spike in tow). "Come back here, Nightmare Moon!" She shouted, not caring who might overhear! "You're not getting away that easily, not if I can help it!"

Unknown to the unicorn, however, somepony was watching her. Said somepony was Rainbow Dash, who had heard everything Twilight had just said. "So, there's more to you than meets the eye, huh?" She commented to herself. "I knew you were trying to keep something from me! But I'll find out what you know! I'll make you talk!"

Twilight's attempted pursuit of Nightmare Moon didn't get very far. Try as she might, the unicorn couldn't keep up with the mist and soon lost track of it. With no other options, she retreated to the one safe haven she could think of on short notice: The Golden Oak Library.

Once inside, Twilight immediately lifted Spike off her back with her magic. They had already been through a lot in just the short amount of time Nightmare Moon had made herself known. "You were right after all, Twilight," Spike commented with regret. "I shouldn't have doubted you."

"It's okay, Spike. You couldn't have known," Twilight reassured him as she then floated over a small basket next to her bed. "But you need to rest. You're not used to being up so late like this."

Spike let out a yawn even as he protested. "But... I'm not tired."

The unicorn wasn't taking no for an answer. "Please, Spike. I have enough on my plate as it is without having to worry about you. Rest, and let me do the worrying for both of us."

Reluctantly, the little dragon obeyed as he slowly crawled into the basket and let Twilight pull the sheets over him. "Okay," He yawned again. "Just please don't do anything too crazy." Soon afterward, he shut his eyes and fell into a deep sleep.

The studious unicorn allowed herself but a few seconds to breath and rest easy. Spike was taken care of, that much was a load off her shoulders. But more pressing matters quickly occupied her mind. "I need to find more information on those Elements of Harmony," She whispered to herself. "Without them, I don't see how anypony's supposed to be able to stop Nightmare Moon."

Just then, however, Twilight found herself unexpectedly face to face with none other than Rainbow Dash. It seemed the brash speedster had followed Twilight all the way to the library without being noticed. "And just how do you know so much about Nightmare Moon, huh?! What are those 'Elements of Harmony' you just mentioned?! You didn't come here just to check on the preparations, you must've had another motive! So spill it, what are you really here for?! Are you a spy?!" But before she could say anything further, Rainbow felt a tug on her tail.

The tug came courtesy of Applejack, who was desperately trying to hold Rainbow Dash back. "Simmer down, sally," She protested through clenched teeth, promptly spitting out the tail and releasing her grip on it. "She's no spy, I can tell you that much."

"Oh yeah? What makes you say that?!" Rainbow retorted. "She's been acting mighty suspicious ever since Nightmare Moon showed up, almost like she knew this would happen!"

The farm mare shook her head. "She seems way too startled for this to be an act. There's no way she's workin' for Nightmare Moon," But then she added while looking at Twilight. "But she does know what's goin' on here, don't ya?"

Rarity (along with Pinkie Pie and Fluttershy) happened to show up at that very moment, giving her own two bits on the matter. "I must agree with Applejack. Whatever you came here for has something to do with Nightmare Moon. It's time you told us who you really are."

Sensing that there was no way to get out of this situation without talking, Twilight reluctantly took a deep breath. The time had come for her to confess. "It's true that Spike and I weren't just sent here to check on the preparations," Recalling her neglected other assignment she explained. "I read about The Mare in the Moon and how she was supposed to return on the longest day of the thousandth year. But when I tried to warn my mentor, Princess Celestia, she had me sent here. I was supposed to check on the preparations and make friends."

"No wonder you seemed so impatient," Fluttershy realized. "Why didn't you tell us earlier?"

"Would you have believed me, though?" Twilight glumly commented as her lips quivered. "Even I began to doubt myself. I began to hope that I was wrong even though everything told me I was right. Besides, even if I had told you it wouldn't have mattered. There's nothing any of you could've done to prevent this. Princess Celestia is the one who defeated Nightmare Moon all those years ago, not me. I'm but her student, and as gifted as I am I'm not strong enough to take on an alicorn on my own," She then sought to change the subject. "The only lead I have are these things called The Elements of Harmony. They're what Princess Celestia used to defeat Nightmare Moon. But I don't know where they are or how to find them."

Pinkie Pie then chuckled as she proclaimed. "Did you try checking under E, silly?" She promptly rushed to a nearby bookshelf and soon found something as she read aloud: "The Elements of Harmony: A Reference Guide."

Twilight Sparkle immediately rushed over and shoved Pinkie aside! "Oh, it was so obvious! Why didn't I think of it before?!" She quickly pulled the book out and opened it, taking notice of how similar it was to the other book that had mentioned the elements: Predictions and Prophecies. She began to read through the pages, unaware that a dark blue mist was watching her from a nearby window. "Legend has it that there are six Elements of Harmony, but only five are known: Honesty, Kindness, Laughter, Generosity and Loyalty. The sixth is a complete mystery."

"Great!" Rainbow Dash enthusiastically exclaimed! "So all we have to do is find those 'Elements' and Nightmare Moon is history! Where can we find them?"

Twilight read further. And when she did her heart began to fill with dread. "It is said that the last known location of the five elements is in The Castle of the Two Sisters, where the two alicorns once ruled together in harmony. But the castle itself resides deep within what is now-"

"The Everfree Forest!" All six ponies exclaimed all at once when they approached the forest entrance! Even Twilight Sparkle knew that the forest was not a place ponies ventured into willingly.

"Well, what are we waiting for?! Let's go in!" Pinkie Pie proclaimed without concern. "This'll be fun!"

Twilight shook her head, using her magic to pull the pink party pony back from the edge of the forest. "Something tells me it will be anything but fun," She seriously stated before turning to face the other mares who'd been brave enough to accompany her up to this point. "Look, I appreciate your concerns, but I'll be just fine on my own. I don't need you risking yourselves for me when we only just met."

Applejack would hear nothing of such a proposal. "No can do, sugarcube! Never in a million years we would let any friend of ours just waltz on into that forest by herself. That ain't how we roll," And when the other mares nodded in agreement she then declared. "Like it or not, we're stickin' to you like caramel on a candy apple."

Pinkie licked her lips while innocently remarking. "Especially if there's candy apples in there," When Twilight shot her a strange look she defended herself by saying. "What? I can't help it if those things are good."

The studious unicorn mare could only sigh and hang her head. She was sure these five mares would only end up getting in the way, and that's if they were lucky. Yet it seemed like there was nothing she could say or do to change their minds. So she instead joined them as this unlikely bunch of hopeful heroes entered into the Everfree Forest.

The trek to The Castle of the Two Sisters was sure to be a long one, and there was no telling what lay in store for the unsuspecting mares as they all tried their best to be brave.

The group hadn't been walking for very long when Twilight Sparkle saw fit to break up the eerie silence of the forest, illuminated only slightly by the full moon in the sky. "So, I take it none of you have ever been in here before for any reason?"

Rarity was the first to reply, groaning audibly when she did so. "Heavens no! Not on your life! Just look at this place, it's dreadful. And quite dangerous too. Everypony whose anypony knows to stay out of here if they know what's good for them."

Applejack nodded in agreement. "Exactly. This place," She shuddered. "It ain't natural. I've only heard stories, but folks say this place don't work the same as Equestria."

"What's that supposed to mean?" Twilight nervously inquired, failing to notice a dark blue mist seeping into a nearby cliffside.

"Nopony knows," Rainbow Dash declared in a spooky tone of voice, slowly making her way towards a terrified Rarity, Fluttershy and Pinkie Pie. "Wanna know why?"

Applejack was not amused for a second by Rainbow's antics. "Knock it off! We all want the same thing, so stop tryin' to scare ponies!"

Rainbow didn't listen, instead continuing to say in that spooky tone of hers. "'Cause everypony who's ever come in has never come out! Think we'll be any different? 'Cause if not, it's not too late to back out."

But before anypony could react to the proposal, the cliffside they were standing on gave way with no warning at all! Rainbow Dash and Fluttershy only just thought to flap their wings to escape the downward slide, quickly realizing where the others were headed! "Fluttershy, quick!" Rainbow whistled to her fellow pegasus, before promptly swooping down!

"Oh my goodness! Oh my goodness! Oh, I hope we're not too late!" Fluttershy nervously said to herself as she flew down after Rainbow Dash!

Fortunately, luck was on the ponies' side. Applejack managed to grab hold of a branch jutting out from the slope, and with her teeth she brought herself to a stop. And Rainbow Dash and Fluttershy, reacting quickly, managed to get Pinkie Pie and Rarity to safety.

That left only Twilight, who couldn't find anything to grab onto to stop herself from sliding down the slope! Soon, another steep cliffside presented itself to her, and the horrified unicorn knew she couldn't stop in time! She skidded over the edge, her front hooves just barely managing to clasp it while her rear hooves (and much of her body) dangled helplessly in the air! What's worse, she knew that if she went over this cliff, it would be a straight drop to the ground with nothing to stop her! Panic immediately filled every fiber of her being, and she desperately screamed since it was all she could think to do!

Applejack could see everything with her sap green eyes, and she knew at once that something had to be done to save Twilight before it was too late! "Hang on, sugarcube!" She yelled out and let go of the branch that she'd been clinging to. "I'm a comin'!" Slowly and carefully, she descended the slope until she was eye level with Twilight. She grabbed Twilight's front hooves with her own, the farm mare using every ounce of strength she had to secure her grip on the unicorn.

But Twilight wasn't out of danger yet, she was still dangling dangerously over the edge. If Applejack let go there'd be nothing left to stop her from falling! "Applejack, please!" She pleaded at the top of her lungs! "Pull me up! I know you can! I saw you kick an apple tree like it was nothing!"

Applejack groaned, trying to pull Twilight up but finding it almost impossible to do so. And in the process she knew was expending a lot of effort. "I... can't!" She muttered and grit her teeth. "I may be strong, but even I can't pull a full grown pony up all by myself!"

Horror flooded Twilight's mind as her eyes widened! "What are we gonna do?! I... I think I'm slipping!" And indeed it seemed like gravity was working against the panic stricken unicorn, pulling her down even while she tried to pull herself up with Applejack's aid.

The strong earth pony mare quickly realized she needed to think of another way to get Twilight down to the ground safely. And then, after looking up to the sky, she got an idea. Looking back down at Twilight she calmly instructed. "Let go."

Twilight could hardly believe her ears! "What?! Are you out of your mind?! I'll kill myself!"

Applejack protested. "No you won't, we got two pegasi ready and waitin' to catch you. What I'm tellin' you is the honest truth. Let go, and I promise you'll be safe."

"No I won't! This will never work!" Twilight protested back! "There's gotta be another way!"

"We don't have time to figure out that 'other way'," Applejack insisted and looked deep into Twilight's eyes. "Do you trust me? Do you think I'd lie to you at a time like this?"

Those words touched at something deep inside the studious unicorn mare. Much as her mind told her she couldn't trust the advice of a pony she barely knew, her heart told her that Applejack was a pony that could be trusted in a situation like this. So, reluctantly, she let go of Applejack's hooves and let herself fall! She shut her eyes and screamed, waiting for the end to come.

But it never came. Twilight suddenly felt her free fall come to an abrupt halt. Slowly opening her eyes, she saw that Rainbow Dash and Fluttershy had indeed caught her just as Applejack said they would.

Still, it was very difficult for the two pegasi to lower Twilight to the ground to join the others. Mostly because of Fluttershy who apologized profusely while saying. "Sorry, I'm just not used to carrying anything heavier than a bunny or two."

Meanwhile, Applejack smiled and gave a wink. "Told you you'd be alright, Twilight. An Apple never turns its back on a pony in need."

As the group of mares slowly recovered from their harrowing experience, they were unaware of a dark blue mist that was watching them from afar.

"Blast that puny apple farmer!" A voice hissed to itself! "She had to go and ruin everything!"

"Please!" Another voice desperately protested! "We do not wish to bring harm to other ponies! What we want is respect."

The first voice then replied. "The only way to get respect is to be feared. And I'll teach those ponies to fear me if it's the last thing I do! This forest is filled with dangers, it's time I took advantage of them!" And then without being noticed, the mist raced ahead of the ponies, striking a creature far ahead on the path.

Mere moments later, the six mares were continuing their trek through the forest. And Rainbow Dash was recalling in great detail the daring rescue that she and Fluttershy had just been part of. "And once Pinkie and Rarity were saved, whoosh!" She spoke in dramatic tones while performing dramatic gestures. "Fluttershy and I loop-de-looped around and WHAM! Caught you right in the nick of time," When a voice cleared its throat she added. "'Course, I can't take all the credit. But you gotta admit, that was a brilliant move on our parts."

Twilight sighed. She was grateful for the rescue but was fast growing annoyed with the speedster's ego. "Yes, Rainbow. I was there. Thanks again for the save," She spoke up. "Now if we could just-"

Before Twilight could finish her sentence, however, a ferocious roar filled the air! And just like that, emerging on the path before the ponies was a truly terrifying sight! It was a creature that sported a lion's mane, a scorpion's tail and the wings of a dragon! It had a dark red mane and an orange coat of fur, not to mention terrifying black eyes! The ponies knew at once what it was! "A manticore!"

The manticore roared loudly while rearing its paws back, or at least one paw back. But only Fluttershy noticed that it kept its other paw hidden for reasons unknown. Everypony else was focused on the fact that this fearsome beast was blocking their path! Like it or not, they'd have to find a way past it if they were ever going to reach the castle.

"If he won't move, we'll just have to make him!" Twilight firmly declared! "Stay sharp and stay alert!"

Rarity was the first to make a move against the manticore, ducking under its paw swipe and kicking it square in the face. "Ha! Take that, you ruffian!" She boldly proclaimed! But the manticore just shrugged it off and roared back at her, so loudly that it made Rarity's mane and tail stand up straight. "My hair!" She whined! "You monster! That was uncalled for!" Then she jumped out of the way when it tried to swipe at her again.

"Wait." Fluttershy tried to call, but she spoke so softly she couldn't be heard over the commotion of the battle.

Applejack was next to try her luck with the creature. Timing her moves carefully, she leaped up and climbed on top of the manticore's mane as she then slipped a lasso around his mouth. "YEE-HAW! Get along, little doggie." She cried out, riding the manticore as if it were a raging bull. She hung on for dear life as it tried to throw her off.

Again, Fluttershy called out. "Wait." This time it was a bit louder, but she was still not speaking loud enough to be heard.

The manticore, meanwhile, finally managed to get the upper paw against Applejack. It swung hard and sharply, finally managing to toss her off!

"All yours, partner!" Applejack declared to Rainbow Dash in mid-flight, before she tumbled into the dirt.

Rainbow Dash smiled! "Finally!" She eagerly proclaimed and rushed towards the manticore! "This'll just take three seconds!" Then she surrounded the manticore in a whirl of rainbow colored energy, trying to lift it off the ground.

Once again, the animal loving pegasus cried! "Wait!" Now she was beginning to shout, but still she could not be heard.

Try as she might, Rainbow found the manticore was too heavy to life into the air. And worse was to come when the manticore swung its tail at her and knocked her back, sending her tumbling towards the other mares! Fortunately, much like Applejack she was more dirty than hurt.

Five of the mares quickly gathered their composure and summed what courage they could muster on short notice! Then they all ran towards the manticore together, prepared to take it on all at once and hopefully prevail.

But before they had a chance to attack, Fluttershy jumped in front of them and shouted at the top of her lungs! "WAIT!" That got everypony's attention. Then, without saying a word, she approached the manticore and sniffed it. "You've been holding back all this time," She commented. "I could tell. You weren't using both paws, and I think I know why," Then she gently coaxed the creature to show its right paw. "Let me see."

The manticore obeyed, revealing a huge, dark blue thorn wedged right into the middle of its right paw. "Oh, you poor little baby," Fluttershy sincerely cooed. "No wonder you're so upset."

"Little?" Rainbow blinked in disbelief. The manticore was anything but "little".

Showing more bravery than any of her fellow mares, Fluttershy said to the manticore. "Just hold still. This should only hurt for a minute." And she proceeded to yank out the thorn with her teeth!

The manticore gave a sharp roar and pulled Fluttershy close! Yet to the surprise of the others, the manticore subsequently began licking her while purring happily.

Afterwards, as the manticore allowed the six ponies to pass, Twilight opted to ask a rather daring question of her animal loving companion. "How did you know it wouldn't attack you once you took the thorn out? It could've shredded you to pieces."

Fluttershy smiled as she replied to Twilight. "Sometimes, we just need to be shown a little kindness. And that little kindness can go a long way."

Had anypony looked back they might have seen the thorn dematerialize and turn into dark blue mist. "Why didn't that work?!" The first voice complained!

"You underestimate these ponies," The second voice replied. "Please, let us go. Thou hast already done enough to taint our reputation!"

But the first voice only hissed anew. "Never, it's too late for that now! I think it's time I showed these ponies why they call me Nightmare Moon!"

Not long after the manticore encounter, the ponies unknowingly entered into a part of the forest where the trees were tall enough to block all natural light. Not even the rays of the full moon could penetrate the darkness.

"I know my eyes needed a rest from all that icky muck, but I didn't mean it literally." Rarity insisted.

Twilight, meanwhile, was quite concerned about another development. "This isn't good. The ruins could be right in front of us and we wouldn't even know it 'cause it's so dark."

Just after Twilight finished saying that, Rarity bumped right into Rainbow Dash. "Sorry, didn't see you there." She sincerely apologized.

"Standing right here!" Rainbow grumbled. "If those trees weren't so tall, I'd fly right up and be our eye in the sky."

Then Applejack looked down at her hooves as she nervously commented. "Hold on, y'all. I think I stepped in somethin'."

Unknown to the ponies, the dark blue mist had entered the dark part of the forest and worked its way into the trees. Fluttershy was the first unwitting victim to stumble across the twisted, terrifying faces the trees now bore. And when she did, she took one look and let out a scream of fright!

Unaware of what Fluttershy had seen, Applejack insisted. "It's just mud! I know mud when I see it," But then she too happened to see one of the trees' faces and immediately she took a step back and screamed! "Gah!"

Twilight, Rarity and Rainbow Dash stumbled across the same shortly thereafter. And was it their imagination, or were the trees beginning to growl? They didn't know, and that was enough to make even them scream out in fear!

But there was one pony who wasn't screaming! That pony was Pinkie Pie, who just giggled and made funny faces right back at the scary faces. It seemed like she wasn't frightened or intimidated at all, she was having the time of her life!

The five frightened mares couldn't believe what they were seeing and hearing! Heck, Twilight saw fit to question. "Pinkie Pie, what do you think you're doing?! That's not gonna work!"

Pinkie Pie only shook her head and made a tsking motion. "Oh girls," She chuckled a bit as she began bobbing her head. "Don't you see? There's nothing to be afraid of. I learned that lesson a long time ago," Then she suddenly began to sing. "When I was a little filly and the sun was going down!"

"Wait, tell me she's not-" Twilight began, not believing what Pinkie Pie was doing.

Pinkie ignored the comment and just continued to sing. "The darkness and the shadows they would always make me frown!"

"She is." Rarity briefly replied.

The pink party pony kept on singing, not concerned in the least that no one was joining her. It seemed like she was performing for an audience of one, and only she could heard the music. But that was just fine with her. "I'd hide under my pillow, from what I thought I saw. But Granny Pie said that wasn't the way to deal with fears at all."

"Then what is?" Rainbow Dash asked. With the way she spoke it was hard to tell if she sincerely wanted to know or just wanted the singing to stop.

Pinkie was still happy to oblige either way, singing proudly. "She said: 'Pinkie, you gotta stand up tall! Learn to face your fears! You'll see that they can't hurt you, just laugh to make them disappear.'," And as if to make herself heard, she locked her blue eyes with one of the scary tree faces and laughed right at it. "Hah, hah, hah!" It worked! Like magic, the scary face disappeared in a poof of smoke.

Everypony else was amazed! There was no way it should've worked, but somehow it did.

"Come on, girls!" Pinkie Pie proudly proclaimed! "No turning back now!" And as the others joined in one by one in laughing with her, she kept singing. "Sooo....: Giggle at the ghostly. Guffaw at the grossly. Crack up at the creepy. Whoop it up with the weepy. Chortle at the kooky. Snortle at the spooky. And tell that big, dumb, scary face to take a hike and leave you alone, and if he thinks he can scare you then he's got another thing coming, and the very idea of such a thing just makes you wanna..." She paused briefly while seeming to appear inside one of the tree trunks, then she let out a hearty laugh as she held the last note for what seemed like forever. "Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!"

Laughter quickly replaced the screams as the six mares all lay on the grass, laughing so hard that their sides were starting to ache.

"See?" Pinkie grinned and beamed afterward. "A little laughter goes a long way!" Then she stood up. "Come on, girls! We're not gonna let this spooky forest get the best of us, now are we?!" And without waiting for a reply she bounced away, prompting the other ponies to follow her, until slowly but surely natural light began to illuminate the forest again.

Meanwhile, back in the darkened part of the forest, the dark blue mist was appearing once again. The scary faces had failed to phase the ponies like one of the voices had hoped.

The voice of Nightmare Moon again complained to herself. "Curses! Why is nothing working?! Everything I throw at these ponies, they just throw it right back at me like it's nothing!"

The other voice once again pleaded. "Stop this, now! We shalt never regain the trust of our subjects like this. We art to protect them from what frightens them, not make them fear us even more!"

But the voice of Nightmare Moon only growled. "This is why I'm in charge and you are not. You're too weak to do what needs to be done!" And she then vowed. "One way or another, I will stop them from reaching the castle! All will bow to us eventually, or would you rather I cast you off and find a more worthy host?"

"No!" The other voice whined! "Please, do not abandon us! We will have no one left to protect us!"

"Excellent," Nightmare Moon smiled. "So leave everything to me from now on. Those ponies may be tough, but they're not invincible!" And then the dark blue mist took off once more.

The ponies blissfully pranced their way through the forest with Pinkie Pie in the lead. But it came to a sudden halt when the pink party pony happened to notice something up ahead that would hinder their progress! One by one, the ponies piled up behind her and poked their way around the party pony's rump to see what was the matter.

A raging river with rapidly churning waters and waves splashing up and down as if driven to madness now presented itself to the six mares. And there was no bridge anywhere in sight.

"Now how are we gonna get past this?" Pinkie pondered aloud.

"We can't walk through a river like that, we'll never make it!" Applejack firmly insisted!

At that moment, a voice not belonging to any of the ponies cried out amidst the raging river. "What a world. Oh, what a world." And the owner of said voice was soon discovered to be a rather large creature. It had purple scales, an orange mustache that matched its head and black eyes. It appeared to be a sea serpent. A closer inspection indicated that half of its mustache seemed to be gone. This sea serpent was responsible for the river existence in its current volatile state, its tail kicking up waves every time it moved up and down.

Nopony knew how best to approach this upset creature, but Twilight took it upon herself to try. "Excuse me, sir," She asked, assuming the sea serpent was male. "Why are you crying?"

The sea serpent paused briefly in his sobbing to answer. "Well, I don't know. I was just sitting here, minding my own business, when all of a sudden this tacky little cloud of dark blue smoke just whisked right past me," He made a motion with his hands to convey that sudden passing. "It tore half my mustache clean off, and now I look simply horrid. Oh, why'd this have to happen to a guy like me? I didn't do anything to deserve this!" And he began to wail once again, showering the ponies with river water stirred up by his tail.

Rainbow Dash wasn't happy to hear the serpent's tale. She frowned. "Really? Give me a break."

And Applejack chimed in in agreement. "That's what all this fuss is about? It's a mustache, it'll grow back!"

Rarity, however, stepped forward while remarking. "How can you two be so insensitive?" She proceeded to approach the sea serpent and spoke in admiration of his features. "Just look at you. Such lovely luminescent scales."

The sea serpent ceased his crying momentarily. "I know. Nice to see someone appreciates it."

Rarity nodded and then spoke again. "And your expertly coiffed mane."

The sea serpent nodded back. "Oh, I know, I know."

Rarity continued to lay on the charm. "And your fabulous manicure too."

The sea serpent let out an audible gasp. "It's so true! Everything you've said is true."

"All ruined without your beautiful mustache." Rarity declared.

The sea serpent agreed as he sobbed once again. " It's true, I'm hideous! Don't you know how long it take a mustache to grow back?!"

The fashion loving unicorn smiled. "Indeed I do. I know a thing or two about beauty. I've made it my life's purpose to bring out the beauty in others," Then she declared. "I simply cannot let such a crime against fabulosity such as yours go uncorrected. There's only one thing to do!"

Suddenly, the sea serpent felt a slight poke and saw one of his scales be plucked off, causing him to give a small yelp. "Hey! What was that for?!" He questioned, before he saw Rarity brandish the plucked scale not unlike a dagger.

"Rarity, what are you-" Twilight began. But before she could say anything else, she and the rest of the mares saw Rarity swing the scale! The sound of something being cut off split the air!

The sea serpent moaned for a moment, before realizing what Rarity had done. She had sliced off her own tail, and was now using her magic to mold it into a mustache similar in design to the half the sea serpent had before. The sea serpent could hardly believe his eyes! "You... you fixed my mustache!" He happily exclaimed! "I'm fabulos again!"

Seemingly unconcerned at having tarnished her own natural beauty, Rarity just smiled as she said to the sea serpent. "It was my pleasure, always happy to help in a fashion emergency," And she then complimented. "You look smashing!" When she turned back to face the others, she was surprised to see them give her the most puzzling of looks. "What? Do I have something stuck in my teeth?"

Twilight was the first to speak up. "Rarity, your tail."

Rarity looked briefly to her considerably shortened tail, but seemed to shrug it off as she said. "It'll grow back eventually. Besides..." She seemed to struggle to keep her lips from quivering. "Short tails are in style this season. You know me, always gotta keep up with the latest trends. Can't run a boutique if I don't."

Twilight Sparkle then declared. "Well, at least we can cross now. Come on!"

But before any of the mares could take a single step into the now calm river waters, the sea serpent swam over and offered. "Allow me. It's the least I can do to pay you back for your gift." He arched his long back, serving as a series of small bridges that the ponies could leap across to reach the other side of the river.

But as the six ponies were reaching the other side and heading deeper into the forest, they were still unaware of the dark blue smoke that was watching them.

Nightmare Moon was fast losing all patience. "They're still going! Nothing's working!" She complained! "Do they really think they stand a chance against me?! Me?!"

The other voice responded. "Perhaps they do. Soon, we shalt be free and in control once again!"

Nightmare Moon thought otherwise as she growled. "No! I won't allow that to happen! This has gone far enough! I know how to split them up." And her mind began to scheme.

Not long after leaving the sea serpent behind, something slowly came into view for the ponies in the distance. It looked like an old castle, one to which the years had been anything but kind.

Twilight knew at once what that castle was! "The Castle of The Two Sisters! We made it!" She happily shouted and rushed ahead without bothering to wait for the others! That proved to be a mistake when she noticed that the rope bridge leading to the castle had been knocked down! She only just managed to stop herself before she would've fallen into the gorge.

"What is it with you and almost falling off cliffs?" Rainbow Dash remarked as Twilight was brought to safety. "Rushing ahead is supposed to be my thing!"

"We're so close!" Twilight insisted! "If that bridge were up it'd be an easy trot into the castle."

Rainbow smiled. "Guess it's a good thing you've got me, then," She unfolded her wings and began to flap them. "Just sit tight, I got this!" She quickly flew across the gap and retrieved the downed part of the bridge. She was just about to tie it up when she thought she heard a voice calling out to her.

"Rainbow Dash..." The voice spoke.

The brash speedster turned around to face the darkness. "Who's there?"

Again, the voice called out. "Rainbow Dash!"

Rainbow plucked up courage as she proclaimed! "I'm not scared of you, whoever you are! Come out and show yourself!"

Suddenly, from the darkness emerged a trio of pegasi clad in navy blue flight suits. Their eyes were obscured by flight goggles, but the one in the middle had a vivid orange mane and tail with amber stripes. Another had a dark grayish-blue mane and tail and appeared to be a stallion. And a third had a light brilliant and very pale arctic blue mane and tail. The mare with the vivid orange colored mane and tail spoke up, using the same voice that had been calling out from the darkness earlier. "We've been eagerly awaiting the arrival of the best flyer in Equestria."

"Who's that?" Rainbow Dash inquired, suspecting nothing.

The mare in the middle gave an ominous smile as she declared. "Why, you, of course. We've been expecting you."

It was now that the brash speedster realized who this trio of pegasi were, the flight suits alone were a dead giveaway. Her eyes widened as she gasped! "No way! You're... you're..."

"That's right," The mare with a vivid orange mane and tail responded. "The Wonderbolts! Your skills have impressed us. We want you to join us and be our new captain. Together, we'll be the greatest flying team in all of Equestria! Maybe even beyond!"

The rainbow maned pegasus was ecstatic at the prospect! "You really mean it?! You want me to lead the team?!" It sounded too good to be true!

The mare in the middle nodded. "Yes indeed. Are you interested?"

Rainbow was all too eager to accept! "You bet I am!" But then she remembered why she'd flown across the gap and had come into the Everfree Forest to begin with. "Just let me tie this bridge real quick and then we have a deal."

But the Wonderbolts immediately glared at Rainbow as the mare in the middle firmly insisted! "No, there's no time! It's them or us. An offer like this only comes once in a lifetime."

Meanwhile, Twilight (along with the other four mares left on the other side of the bridge) had begun to grow impatient. And so she chose that very moment to call out. "Hey, Rainbow! What's the hold-up?! What's taking so long?!" By chance, she happened to glance across the bridge. And when she did so her eyes fell upon the Wonderbolts, but something about them didn't seem right. "Oh no!" She gasped, a little louder than she had intended to.

As if by magic, a thick blanket of clouds and fog covered the other end of the bridge, effectively making Twilight and the other ponies invisible. Yet still, Twilight managed to call out. "Rainbow, don't listen to them!"

"Well?" The mare in the middle questioned Rainbow Dash. "What's it gonna be?"

Rainbow Dash thought over the offer for a bit. But then she looked the Wonderbolts firm in the eyes and told them. "I don't know who you are, but you're not the Wonderbolts! The Wonderbolts would never turn their back on ponies in need! So thanks but no thanks! I'm not gonna betray my friends just because you want me to!" She proceeded to tie the bridge and motioned for the five other mares to hurry across. As she did so, the clouds and fog slowly lifted. And the Wonderbolts disappeared in a cloud of dark blue smoke.

"You actually turned down the Wonderbolts?!" Twilight exclaimed in amazement afterward!

Rainbow shook her head. "Those guys weren't the real Wonderbolts! Besides, I'd never leave my friends hangin'. That's not how I roll."

Once across the bridge, it wasn't long before the six mares reached their destination: The Castle of The Two Sisters. They made their way inside without fanfare, taking notice of how run down and abandoned the place seemed to be.

Suddenly, reaching an interior room within the castle, Twilight's eyes beheld a magnificent sight! Five stone orbs rested on a pedestal!

"Well, this is what you've been waitin' for. Right, Twilight?" Applejack questioned when she noticed the star struck expression on the unicorn's face.

Twilight nodded. "It is," And then she instructed to Rainbow Dash and Fluttershy. "Be careful with them! They're our only way of stopping Nightmare Moon."

Soon, five stone orbs were placed on the ground in front of the studious unicorn. A fact that did not go unnoticed by the others. "So, where's the sixth?" Rainbow Dash questioned.

Twilight simply recited from memory. "That book said: 'When the five are present, a spark will cause the sixth element to be revealed.'"

Applejack shot a most puzzled look at the studious unicorn mare. "And just what in the hay is any of that supposed to mean?"

Twilight replied. "I'm not sure, but I have an idea," And then she warned the others. "All of you stand back! I don't know what will happen." And she began to light up her horn as she closed her eyes, deep in concentration.

The farm mare seemed to realize what Twilight needed most as she informed the others. "Come on, y'all. Let's leave her to concentrate."

The mares did so. But just after they had left, the dark blue mist that had been following them finally chose to reveal its presence. It scooped up the five element stones, surrounding them in a swirl of the same dark blue color!

"The elements!" Twilight gasped as she opened her eyes! Then she did the only thing she could think to do, she jumped into the swirl!

Applejack, Fluttershy, Pinkie Pie, Rarity and Rainbow Dash rushed back as they heard a commotion! But they only managed to arrive in time to see Twilight disappear in a flash!

"Twilight," Applejack whispered under her breath. "You really think you can take on Nightmare Moon all by yourself? You're crazy."

Suddenly, however, Rarity cried out! "Look!" And in a distant part of the castle, lights could be seen flashing on and off! That couldn't be a coincidence!

Applejack quickly rounded up the others! "Come on, we're goin' after her! Twilight's gonna need our help!"

Twilight was teleported to a lonely part of the castle in a puff of smoke, coughing and choking in the process.

But the unicorn was not alone, for Nightmare Moon also happened to be nearby. She was standing at the other end of the room, the five orbs surrounding her but doing nothing. "Welcome to your worst nightmare, Twilight Sparkle!" She greeted as lightning flashed. "I warned you what would happen to anypony foolish enough to get in my way. Now it's time for you to pay the price!"

Twilight was worried for a moment, before she plucked up courage and made her horn sparkle with magical energy. She narrowed her eyes.

Nightmare Moon was surprised by the defiance shown in the unicorn, and she was anything but amused. "You're kidding. You're kidding, right?" She rolled her eyes.

Twilight wasn't kidding! She charged forward, seemingly prepared to do battle with a pony much bigger (and probably much stronger) than her!

"Well, if that's really how you wanna play, then so be it!" Nightmare Moon declared as she charged forward to meet her opponent! "I'll show you no mercy!" However, she was surprised to see Twilight teleport right past her just before the two would've collided. "What?" Was all she could bring herself to say.

The studious unicorn was a little bit dazed from her bout of quick thinking, but she shook it off as she said aloud. "Just one spark. Come on, come on!" She surrounded the orbs with her magic, hoping to produce the sixth element and active The Elements of Harmony!

Nightmare Moon wasn't about to let that happen! She teleported over to Twilight's location and knocked the unicorn back with ease! She soon realized the folly of her rash decision, though. The five orbs beneath her hooves began to glow and crackle with energy. "No! No!" She cried, fearing that they were about to active!

However, the display of power ended just as quickly as it had arrived and the orbs fell lifelessly back to the ground. Twilight Sparkle felt her heart sink. "What?! But... where's the sixth element! Why didn't the spark work?!"

The evil alicorn just cackled with fiendish glee as she brought her hooves down, shattering the orbs into tiny pieces right in front of Twilight! "You pathetic little fool!" She taunted afterwards. "Thinking that you could actually defeat me? I should be impressed that somepony other than Princess Celestia could stand up to me, but right now I only feel annoyed! You're a bothersome little pest! It's high time I made an example out of you!" And she made her horn crackle ominously, subsequently firing off a beam that surrounded Twilight entirely with dark blue magic!

Twilight screamed at the top of her lungs in pain!

"Painful, isn't it?" Nightmare Moon smirked. "Well there's only one way to make it stop! Submit to me and become my faithful student! Maybe then I'll let you see your beloved princess, once Equestria learns to appreciate the night and accept my rule!"

Was this it? Was this how it all ended for Twilight Sparkle? Her own free will drained away by the evil Nightmare Moon while Equestria suffered under an eternal nighttime?

Yet just as the studious unicorn mare with a light purple coat was prepared to surrender to what seemed like the inevitable, she heard five familiar voices calling out to her. She knew at once who they were, and hearing them was enough to fill her with hope. With that hope, she was able to shrug off Nightmare Moon's assault and dispel the spell. Then a smile broke out across her face as she stood up, looking Nightmare Moon deep in the eyes. "Let me ask you something, Nightmare Moon: You really think you can destroy The Elements of Harmony just like that?"

"Of course I do." Nightmare Moon honestly replied with a smug grin.

Twilight snickered. "Then it's you who's the fool! You may have destroyed the elements' physical forms, but the spirit of those elements is alive and well. And those spirits are right here!" As she finished speaking, the five mares who had accompanied her on this long journey joined her by her side. And when they all stood together, the stone fragments of The Elements of Harmony began to reassemble themselves.

Nightmare Moon was shocked to see such a thing! "What?! What's going on?!" She stumbled back in disbelief! "This... this isn't happening!"

Twilight simply smiled as she began to explain. "Applejack, who reassured me when I was in doubt and believed me in when nopony else would, represents the spirit of... honesty!"

Nightmare Moon proceeded to fire off a powerful blast of magic from her horn! But it just bounced off a forcefield that surrounded Twilight and the other ponies. It seemed The Elements of Harmony were protecting these ponies.

Twilight smiled. "You know, it's rude to interrupt ponies when they're talking," And she continued to speak. "Fluttershy, who tamed the manticore with her compassion by seeing what nopony else could see, represents the spirit of... kindness! Pinkie Pie, who banished fear by literally giggling in the face of danger, keeping our spirits up the whole time, represents the spirit of... laughter! Rarity, who calmed down a sorrowful serpent with a meaningful gift, tarnishing her own beauty to do so, represents the spirit of... generosity! And Rainbow Dash, who could not abandon her friends even for her own heart's desire, represents the spirit of... loyalty!"

"So what?" Nightmare Moon rolled her eyes. "You think your speech frightens me?"

The studious unicorn nodded in reply. "It should, because it was the spirit of these five ponies that allowed us to get past every challenge and every obstacle you threw at us! Without them, I wouldn't be standing here now to oppose you!"

The wicked mare of darkness only responded with. "But you still don't have the sixth element, the spark didn't work. Without it, none of you are a match for me! I'll crush you all!"

"Wrong again, Nightmare Moon!" Twilight retorted. "The spark did work, but it was a different kind of spark," She then turned to the five mares who were surrounded by circling stone shards. "It was a spark that ignited inside of me. I felt it the moment I realized something: How happy I was to see you all, to hear your voices, to have you with me and how much I cared about you. When I realized that you all," She paused for a moment to boldly declare! "ARE MY FRIENDS!"

Just after Twilight finished saying that, there was a blinding flash of light. And then, from above descended a stone that had not been there a moment ago. She smiled as she realized what it was. "You see, Nightmare Moon, when those five elements are ignited by the... the spark, that resides in the heart of us all, it creates the sixth and final element: the element of... magic!" Then she felt herself and her new friends be lifted into the air as five necklaces and a tiara appeared around them.

A beam of rainbow colored light promptly shot out, surrounding Nightmare Moon before she could escape! "NOOOOOOO!" She cried in vain! "I... WE..." And it was the last thing she said before she was completely encircled by the rainbow beam! And soon, another blinding flash filled the entire castle!

A few minutes later, the six mares lifted their heads as they slowly regained their bearings. "What a light show!" Rainbow Dash commented while putting a hoof to her forehead. "Ugh, my head hurts."

"Are we all okay?" Applejack questioned. "Did we win?"

"I... think so," Rarity commented, before looking down at herself! "Oh my, what a lovely little necklace! It even matches my cutie mark!" She was referring to a necklace that displayed a purple gem similar to the three diamonds for her cutie mark.

"And you got your tail back as well." Fluttershy pointed.

Rarity looked back and saw that Fluttershy was indeed telling the truth. But then she noticed something else as well. "Fluttershy, your necklace matches your cutie mark too! What do you know about that?!"

Fluttershy saw that her necklace displayed a pink butterfly not unlike the ones on her cutie mark. And the same was true for the necklaces of Rainbow Dash (a red lightning bolt), Pinkie Pie (a blue balloon) and Applejack (an orange apple). The only one without a necklace was Twilight Sparkle, who had a tiara that depicted a pinkish-purple star similar to the one on her cutie mark.

Applejack smiled. "You know somethin', Twilight? You were more right than you knew. We really do represent those Elements of Harmony after all."

"Indeed you do, my little ponies." A gentle and warm voice called from the distance. Then, suddenly, in a brilliant display of white light, the ponies were greeted by the presence of an alicorn. This alicorn had a coat of majestic white, a long, flowing mane and tail that had shades of light blue, light green and light pink, eyes a pale, light grayish pink in color, and a cutie mark depicting the sun.

Twilight recognized the alicorn at once! It was her mentor, Princess Celestia! She immediately rushed over to embrace said princess! "Princess Celestia! Oh, I'm so glad you're okay!"

Princess Celestia smiled. "I was never in any real danger. Nightmare Moon knew she couldn't best me in a magical showdown, so she simply used her magic to confine me to the royal palace in Canterlot. I couldn't leave or get in touch with you at all. But I knew you would prevail in the end. This is something I'd been preparing for from the moment I took you on as my student."

Twilight blinked in surprise. "You knew all along?" When she received a confirming nod, she then commented. "But, I don't understand! You told me Nightmare Moon was nothing to worry about. You said it was just an old pony's tale."

The sun princess continued to smile as she explained. "I never said I didn't believe you, Twilight. But if I had told you the truth, told you that it was you who was destined to defeat Nightmare Moon this time, would you have believed me?"

Glumly, Twilight looked down at the ground. "No, I probably wouldn't have. And I'm sorry I didn't take your request seriously yesterday."

The majestic alicorn only chuckled as she continued to speak in that warm and friendly tone of hers. "But in the end it all worked out. You made friends just as I hoped you would. For it was not until you made friends and forged a genuine connection with them that you could unleash the magic needed to activate The Elements of Harmony. You opened your heart," Then her eyes turned to another part of the room. "As I hope another pony will be able to do."

At the far end of the room rested an alicorn considerably smaller than Princess Celestia. She had a dark, grayish blue coat and a very light blue mane and tail that did not flow. But she had the same cyan eyes as Nightmare Moon and the same cutie mark depicting a crescent moon (complete with the dark patch surrounding it). This alicorn looked up, and gasped upon seeing Princess Celestia approach her!

"Princess Luna," Princess Celestia spoke, revealing the other alicorn's true identity to all. "It has been over a thousand years since I have seen you in such a weakened state. I can only hope you can one day forgive me for failing to notice the dark path you were heading down. But all of that is in the past," She bent down and shed a single tear before declaring. "It's time we put our differences aside, and rule Equestria together as we were always meant to do. Will you accept my friendship again? Will you give me another chance?"

If Princess Luna was at all resentful to the bigger alicorn, she didn't show it outwardly. Instead, with tears in her own eyes she leaped up and buried her face in Celestia's neck as she profusely apologized. "We art so sorry! Of course we forgive thou, big sister! We hast missed thou so much while we were on the moon. We did not mean for things to get this out of control," Then she blushed. "Will we... remain like this forever, dear sister?"

Princess Celestia smiled, shedding tears of her own before replying. "I don't think so. With time, you will regain all the power you lost to Nightmare Moon and The Elements of Harmony."

The heartwarming display between the two sisters was enough to make everypony present cry. Even Pinkie Pie was no exception as she blew her nose and began to cry so much that her tears became almost like a waterfall. Eventually, however, her joyus crying ceased as she spoke up. "Hey, you know what this calls for, right?" And without waiting for a reply she declared. "A party!"

So it was that The Summer Sun Celebration in Ponyville became something of a hero party for Twilight Sparkle and her new friends. But Princess Luna received a big welcome too. Even as she rode by in a chariot with her elder sister, two fillies presented her with a flower necklace that she proudly wore.

Of course, all good things must come to an end eventually. Sooner than anypony would've liked, it was time for Princess Celestia to return to Canterlot. And Twilight Sparkle knew at once what that would mean. Her happy mood faded right then and there.

Princess Celestia was quick to take note of the pronounced frown and sorrowful expression on the studious unicorn's face. "Why so glum, my faithful student?" She questioned, her tone of voice making it sound as if she already knew what the problem was. "Are you not happy that your quest is complete, and you can now return to your studies in Canterlot? Get back to your life as it was?"

Twilight shook her head with tears in her eyes. "That's just it, princess," She confessed. "Just as I've finally realized how great it is to have friends, I must leave them all behind. This was part of the reason why I didn't wanna make friends here yesterday. But," Her lips quivered as she looked across to the five mares she had come to get to know over the course of her journey through the Everfree Forest. "Despite my best efforts, these five worked their way into my heart. Now, I can't imagine my life without them. It isn't fair that I have to say goodbye to them when we were just getting to know each other."

The sun princess smiled and gave a wink. "I believe that can be rectified. Perhaps it is time we adjusted your studies. For there is still much about friendship that you have yet to learn," She then gave a whistle, and Spike appeared with a scroll and a quill. She then instructed. "Spike, take a note, please. Make sure this is recorded so that all may know about it," She cleared her throat and dictated the following message: "I, Princess Celestia, do hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria. She must continue to study the magic of friendship. And she must report to me her findings from her new home in Ponyville. This is effective immediately and until further notice."

Twilight's new friends all cheered in delight! And Twilight herself smiled brighter than she had ever smiled before! "Oh thank you, Princess Celestia! I'll study harder than ever before. I promise!"

Princess Celestia smiled. "I know you will, Twilight Sparkle. You've never disappointed me before, and I look forward to hearing about your studies."

And thus would begin a new chapter in the life story of Twilight Sparkle. She was to go on to have many more adventures with her friends over the years, and all of them would learn valuable life lessons as they grew closer to each other.

Author's Note

I've been trying my best ever since I did two parter rewrites (both show canon and expansions of various other episodes) to write a "Previously On" segment in a written format. And I'm still open to any suggestions if anyone has any ideas on how to improve it.

The biggest thing I wanted to change here were the trials and how they would reflect the "elements" each member of the mane six would go on to have. Applejack's in particular is quite infamous for how abrupt and how poorly executed it is. And as great as Rainbow Dash's test is, I feel like it's easy for her to turn down an offer from a team she's never heard of, whereas if it were the actual Wonderbolts it would be more of a struggle for her.

I also wanted to try to flesh out Nightmare Moon, especially since she doesn't interact with the heroes until the climax. And the fact that she just stands there while Twilight talks is kind of questionable. It was never made clear how much of Nightmare Moon was Luna's doing, and how much of it was the result of outside forces. I wanted to try to establish a relationship similar to that which would be used for Stygian and The Pony of Shadows.

Princess Luna's way of speaking is also meant to tie in with the way she talks in "Luna Eclipsed", something she doesn't do before or after (even in flashbacks).

Like all my previous rewrite volumes, I'm not gonna commit to hard deadlines but I will still try to maintain a pace of at least two rewrites a week.

~~Friendship is Magic Parts 1 and 2~~
Secret of My Excess
MMMystery on the Friendship Express
Sleepless in Ponyville
Wonderbolts Academy
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S2 E10: Secret of My Excess (What If?)

Twilight Sparkle was going about using her magic to draw the curtains across every window in the Golden Oak Library, then lit a lone candle for illumination. "No distractions," She whispered to herself. "Today is too important to be interrupted," And with a smile she declared. "Re-shelving day! A librarian's favorite day of the year!"

Re-shelving day meant that all the books within the library had to be pulled down and set upon the floor. Then they would be organized and sorted back into whatever shelves they belonged to. This was intended to make sure books were not missing or in the wrong place for their subject matter. Given the amount of concentration it would take, Twilight knew she couldn't afford to be distracted or interrupted. That's why she had done what she'd done.

It was a good thing Twilight was so skilled with her magic. That violet-red aura surrounded every book in the library and brought it down to the floor with ease. Now came the fun part, the sorting and shelving. Twilight read the titles aloud as the books floated by her one by one. "Understanding Ancient Equestria, that goes in the Pony History section, a no brainer." She used her magic to place said book in its properly labeled shelf.

Another book soon came up, and the studious unicorn read aloud its title. "Modern Spellcasting," She beamed a bit before declaring. "That's a classic for sure. So it belongs in Classics," She placed it on another shelf and then picked up another book. Its title instantly caught her eye even though she'd seen it multiple times before. "The Art of the To-Do List," She paused a bit, thinking to herself. "Well, actually, kind of wanna read you again." And she pulled the book close, holding it near her chest.

But then the studious unicorn mare's thoughts were interrupted by an audible giggle, which caused her to drop all the books she'd been holding straight onto the floor. And the giggle was coming from none other than Spike. Twilight groaned, trying not to sound too annoyed. "Spike! What are you laughing at? Couldn't it wait until I was done re-shelving?"

"Sorry, Twilight," Spike apologized as he made his way down the stairs, a small red gem clutched firmly in his claws. "I was just admiring this little beauty. A genuine fire ruby. It's my birthday present to me, seeing as my birthday's next week and all!"

"Yes, Spike. I know." Twilight groaned a bit. She'd already had that date marked down on her calendar.

The baby dragon just giggled again while looking at the fire ruby. "Then you also know that I've been working on aging this thing for months now, and it's almost ripe!" He then tapped a tuning fork against the ruby, admiring the pings that echoed off the fire ruby as a result. Then he noticed something else as well. "Hey, you finally took my advice!" He teased. "Just use the whole floor as one big shelf."

Twilight let out a sigh. "Very funny, Spike. Don't make me go back on my word to throw a birthday party for you. It's the first one you'll have here. We didn't get a chance to hold one last year since we were so busy moving in."

"I remember, Twilight," Spike nodded. "Oh, I can hardly wait! A birthday party with all my friends! What could be better?" The little dragon had no idea that his birthday party was going to lead to an unexpected development in himself, one that was going to be quite a surprise, for all the wrong reasons.

As Twilight went about trying to sort out the mess she'd made when Spike had interrupted her concentration, there came a knock at the door. "It's open, come in." Twilight called without bothering to look towards it.

The guest turned out to be Rarity, who quickly revealed the reason for her surprise visit. "I just came by to see if you had any books on historical fashion I could borrow," But then her wandering eyes happened to spot something else that quickly attracted her attention, causing her to gasp! It was the bright red jewel she saw Spike had in his clutches. "Is that a fire ruby?!" She exclaimed in disbelief!

"You bet it is!" Spike proclaimed! "Been aging it myself, fact I'm very proud of. They're very hard to come by naturally, but that just makes them all the more delicious." He licked his lips.

Rarity blinked slowly. "Did you say 'delicious'?" She had to remember that Spike was a dragon. To him gems were probably like candy or other tasty treats to snack on.

The little dragon happily proclaimed. "Sure did! It's gonna be my birthday dinner for my birthday next week."

The fashionista unicorn replied by biting her hoof and turning her head, hoping for a distraction from such a magnificent sight. Lucky for her, she got one when Twilight floated over a book with a green colored spine. "Here, start with this one." Twilight encouraged.

"Thank you, Twilight," Rarity replied as she took hold of the book with her own magic and began to scan over its pages. "I read in a magazine that ruffled taffeta capes are going to make a huge comeback this season. Always gotta be prepared for whatever changes come your way if you want to succeed."

"Always happy to help." Twilight sincerely replied without looking up, so focused was she on her re-shelfing.

Unfortunately for Rarity, that meant she had no one else to engage in a conversation with. There was nothing to take her mind off the fire ruby in Spike's possession, or the fact that it was going to end up a meal for him in about a week's time. It pained her greatly to see such a rare gem be treated like a local delicacy. But then again she wasn't a dragon like Spike was.

The fashionista couldn't help herself. She turned towards Spike and spoke to him, never once taking her eyes off his most treasured possession at the moment. "I... sure hope it's as tasty as it is beautiful, Spike," She sincerely commented while looking ever so ashamed of herself. "I've never seen anything quite so stunning before. Really."

It didn't take a genius for Spike to realize how much Rarity probably wanted the fire ruby right now. He gave it a glance with his own eyes and had to agree that it was a sight to behold. "You really like it, huh?" He questioned even though he knew the answer.

"Like is far too small a word," Rarity confessed. "It's absolutely magnificent!" But then she stepped back, hesitating. "No, I really shouldn't. It's not mine to take. You made it yourself, you deserve to keep it. I'll..." She bit into her hoof again. "I'll be fine... somehow. I'm sure I can find something just as rare and valuable if I look hard enough."

However, Spike wasn't going to take no for an answer. Something stirred deep inside him when he saw how much it seemed to grieve Rarity not to have the fire ruby. "If you really want it that badly, you can have it," He insisted as he held out the claw holding said ruby. "My birthday dinner isn't that important. Besides, it would mean more to me if you were happy with it." And before the unicorn could object, Spike placed the fire ruby delicately in her hooves.

The fashion loving mare was taken aback by this display of generosity. Usually, she was the one doing such things for others. To have it be done to her was a surprise. She forgot all about her earlier feelings of guilt, now seeming much more sure of herself. "Gosh, I don't even know what to say... this is so thoughtful," Then, after taking hold of the rare gem with her magic, she leaned forward and cooed. "Oh, my little Spikey-wikey!" She proceeded to plant a kiss on his left cheek.

Spike was speechless! In fact, he was so shocked he fell to the ground like a statue.

"Really, Spike," Rarity declared as she paced around the room. "Thank you so much! I'll make this up to you somehow, I promise! I'll see to it that you have the best birthday present ever next week!" And with that she exited the library with her book and the fire ruby.

Twilight had heard everything even while she'd been busy trying to sort out the mess of books. "I'm proud of you, Spike," She smiled as she looked over at him. "That's one of the kindest, most generous things you've ever done for anyone. I don't think I've ever seen Rarity that happy before."

"It was nothing," Spike played it off before turning to the cheek where Rarity had planted her kiss. Right then and there he vowed. "I will never ever wash this cheek again." And he dreamily sighed.

A week later, Spike was helping Twilight hang up the last of the banners and streamers that decorated the interior of the library. All of it was for one purpose: Spike's birthday party.

"You just about finished, Spike?" Twilight called to the birthday dragon. "The guests will be arriving soon. Pinkie Pie's sure to notice if we didn't finish decorating in time."

Spike nodded as he set a streamer over the ceiling into place. "Perfect! Everything looks perfect!" He happily declared.

"Not quite everything." Twilight replied as she levitated over a washcloth.

The little dragon blinked in surprise, he didn't see the need for such a thing. "I don't get it, why would I..." He began only to realize what Twilight was so fixated on when she held up a mirror depicting his left cheek (the same one Rarity had kissed). "No way, Twilight!" He protested and backed up. "I meant it when I said I wasn't going to wash that cheek! Do you have any idea how much that kiss meant to me?!"

"But it's all dirty and grimy now," Twilight frowned. "I have to wash it. I didn't raise you in a cave, and I don't need others to start thinking I did," She floated the washcloth over. "Please, don't make this harder than it needs to be! This is happening one way or the other!"

"You'll never take me alive!" Spike vowed and ran away! Of course, he couldn't really get far when Twilight was capable of teleportation. Every time he got too far away from her, she'd just teleport him back to her. And the process repeated itself several times over.

"I could do this all day if I had to, Spike," Twilight warned. "Give up already!"

Spike was about to utter a protest. But before he could do so, Pinkie Pie unexpectedly popped up and threw confetti into the air as she loudly shouted! "Happy birthday, birthday dragon!" And she blew on a party blower. The distraction gave Twilight the opening she needed to wash the cheek, removing all evidence of the kiss.

Fortunately, Spike's mood was soon improved when he noticed the rest of his friends had also arrived, and each of them had a present for him. All together, their gifts created a large stack of presents in bright colored wrapping papers of green, blue, red and pink. And they were all topped with bows of similarly bright yellow, pink, blue and red ribbons. "Wow! I've never had so many presents before in my life! Pinkie Pie was right, birthday parties are fun!"

Rainbow Dash chuckled and somewhat jokingly questioned. "Of course they are, Spike. What? Haven't you ever heard one before?"

The little dragon unhappily sighed as he admitted. "Not really. If I was lucky, Twilight's parents would throw a small party for me with just her, me and the rest of the family. But Twilight was almost always too busy to find time to throw me a party when we lived in Canterlot. Heck, she almost never took me the few times she did go to spend time with ponies besides her family or Princess Celestia."

Twilight looked a little bit ashamed. Ever since the incident with Owlowiscious she had been trying her best to be more considerate of Spike's feelings. Now that she thought about it, she hadn't really done the best job in the past of treating him like family. Sad to say, she now realized she unknowingly had been ignoring him and taking his assistance for granted. It also made her realize her intended gift to him this year was likely to be inadequate to make up for it. "I'm going to need something much better than a newly published book to show him how much I really do care about him." She thought to herself.

"Well, while we're all on the subject of birthdays and presents, you'll be happy to know, Spike, that your birthday gift really inspired me!" Rarity happily proclaimed while floating over a series of colored dresses that looked like they had been made with very old fabrics. "And your fire ruby was just the icing on the cake as it were. I had planned to make a matching set of lovely taffeta capes for you and Twilight. But then I figured 'Why stop there?'". And so, I decided to expand the set to include all of our friends! And when that's done, I'll be making one for myself and integrate the fire ruby into it. That way I'll always have something to remember your act of generosity by."

"Enough chit chat!" Pinkie Pie stated afterward. "Let's stop talking and start partying!" And so the birthday party began.

The party was in full swing as Spike opened up his birthday presents from his friends (though he did find it odd that Twilight's gift was suspiciously absent, even though in years prior it was often the only present he'd ever receive on his birthday. He didn't dwell on the matter for very long, though). "Seriously, Applejack," He said at one point. "I can't thank you enough for this great blanket," He held out a blanket that had apples printed all over it and made to resemble trees from an orchard. "I really needed a new one."

Applejack was grateful for the acknowledgement, though decidedly less comfortable when Spike ran up and hugged her tightly. She had to force back a blush while declaring. "Shucks, Spike. It was nothin', 'least I could do for an honorary member of my family. Besides, you've already thanked me about a dozen times or so. Quite frankly, I'm startin' to get a little embarrassed. Once is enough."

"Sorry," The little dragon appeared to sincerely apologize. "But I really mean it. I'm really grateful for everything you girls have done. You're the best friends a dragon could ask for!"

Fluttershy couldn't help blushing. "Gosh, Spike. We're glad you think that way. Having you and Twilight for friends has been wonderful. We've made so memories in such a short amount of time. It's hard to imagine what our lives were like before we met."

Spike smiled. "I feel the same way. Friendship really is magical," And then he sighed. "I just wish this party could go on forever. Today has been the best day of my life!"

At that, Pinkie Pie (who had been bouncing up and down on a balloon until it had popped quite suddenly) declared. "Duh! The party can't last forever! And do you know why?" Without bothering to wait for a reply, she rushed right up to Spike and told him. "Because you still have to go to Sugarcube Corner. Your friends aren't the only ones with a birthday surprise waiting for you. Let's just say somepony told the Cakes about today. And they told me to tell you they'd have a little something to give you."

"No way?! Seriously?! Why didn't you tell me that before?!" Spike exclaimed and rushed out the door to get to Sugarcube Corner as fast as he could!

The pink party pony groaned and gasped as she shouted in vain! "Hey! Come back! I said the party couldn't last forever, I didn't say it had to end right now!"

Spike raced across town as fast as his little legs could carry him! He didn't know what exactly the Cakes would have to offer him for a birthday surprise, but he knew it was going to be something extra special if the gifts he'd already gotten from his friends were any indication.

At last, the familiar cupcake like roof of Sugarcube Corner came into view, and Spike could see that there was no line! Grinning from ear to ear, he rushed inside and made his way right up to the counter! He didn't see his surprise though, but he did see Mr. and Mrs. Cake. The two bakers seemed to have exceptionally bright smiles for today. "Hi, Mr. and Mrs. Cake!" He greeted, before his green eyes beheld a most interesting sight: Mrs. Cake was looking a bit more... well.. plump than usual. "Hey, Mrs. Cake, have you been helping yourself to too many sweets lately?" He innocently inquired.

Mrs. Cake giggled. Spike wasn't the first to ask her such a question, and she laughed it off with ease as a result. "Of course not, Spike. Don't you remember? I'm pregnant. Doctors say the new baby will be here a few months from now, just in time for spring."

"Oh, right." Spike replied and said nothing more. How silly of him to forget such a detail.

Mr. Cake only laughed as he stood next to his wife. "Besides, my honey bun is fine just the way she is," He playfully teased and then changed the subject. "Anyway, Spike, it's good to see the birthday dragon of the hour has finally arrived! We were starting to wonder if Pinkie Pie forgot to mention our surprise for you."

Mrs. Cake then added. "You should be sure to thank her, because if she hadn't told us about your birthday we'd never had found out. But we did, and we decided to try our hooves at a little 'experiment'," She pushed over a sparkling blue cupcake topped with blue gemstones that also sparkled. "A sapphire cupcake, just for you! And here's the best part, it's free!"

"Wow! Thanks a bunch!" Spike cheerfully commented as he claimed the culinary creation with a claw. He then exited the bakery while commenting to himself. "First I get a bunch of great presents from all of my best friends, and now an amazing sapphire cupcake from the Cakes! Oh, what a day! It really is the best day of my life!"

And because he was so fixated on this development, the young dragon forgot to watch where he was going. Suddenly, he bumped into somepony! After making sure his cupcake wasn't messed up, he looked to see who it was that he'd unfortunately collided with. It was a familiar looking earth pony mare with a moderate dark pink coat. She had a rose colored mane and tail with light grayish-pink colored stripes, grayish green eyes and a cutie mark depicting three smiling flowers. There was only one pony in Ponyville who looked like that! "Oh my gosh! I'm so sorry, Cheerilee!" He apologized and rushed over to her.

Cheerilee was more dazed than hurt, although a few paper shopping bags she'd been carrying with her seemed to lay scattered about on the road. "It's alright, nothing's broken or anything," She declared as she was slowly helped up. "Why were you so distracted? You seem... excited."

Spike explained while chowing down on the sapphire cupcake he'd just received. "Pinkie Pie told me I should come see the Cakes. So I did, and they gave me this one of a kind cupcake because it's my birthday today."

Cheerilee smiled upon hearing the wonderful news. "Oh! Well, happy birthday to you, Spike! Gosh, I wish I'd have known so I could've gotten you something," She put a hoof to her chin, deep in thought for a moment. "Wait, I know!" Reaching into one of her paper shopping bags, she produced a white straw hat with a purple feather sticking out on one side. "It's not much, but here you go!"

The little dragon was astonished, twice now in one day the mention of his birthday had caused him to be showered with gifts from others! "Really?" He asked with his heart all a flutter.

Cheerilee nodded. "Of course. After all, everypony should get gifts on their birthday! Or I guess everydragon too," She chuckled a bit as she corrected her sentence. "Sorry I didn't know sooner. I'll have to remember for next year."

"Need a claw with your groceries?" Spike offered, wondering if perhaps he might get another reward for doing that. After all, doing good things for others had been how he'd been rewarded with Rarity.

Cheerilee shook her head. "No, I'm good. Just a few essentials," And she went about picking up the bags. "I think you'd make a great student if you were in one of my classes, but I'm sure Twilight's been keeping you up to date on your education," And she added. "You're lucky to have a pony as smart as her raising you. She could probably take over my job if she wanted to. Celestia knows I could use a bit of a break from being the only schoolteacher in town." Then she was gone.

As the currently off-duty teacher departed, the baby dragon couldn't help but think to himself. "I wish every day was my birthday," Then something began to stir deep inside of him. "I wonder if..." And just like that, his little dragon mind started to scheme. He was going to make up for his lack of presents in years prior. Twilight would understand, books just weren't good presents when they were the only thing you got year after year.

Sometime later, when Twilight Sparkle went out looking for Spike, she just so happened overhear a conversation that caused her to worry.

"Hey, Junebug!" Spike hollered at an earth pony with a sort of grayish olive green coat, brilliant lime green eyes, a curly mane and tail two shades of orange and a cutie mark depicting three sprigs of leaves. "Guess what? It's my birthday today!"

"Oh? Well happy birthday, Spike." Junebug cheerfully greeted, suspecting nothing.

But Spike impatiently demanded of the mare. "So?"

"So what?" Junebug blinked, not appearing to understand what was being asked of her.

Spike decided to spell it out for the mare. "So, that means you gotta give me a present! Everypony else I've mentioned my birthday to did! How else do you think I got this cool hat?"

But Junebug stuttered and stepped back. "I... I don't have anything to give you, Spike. I'm sorry."

Spike wouldn't take no for an answer. "Come on, you must have something!" His eyes fell upon a basket of flowers the mare happened to be carrying, and his green eyes narrowed as he smirked. "How 'bout those flowers? You could give those to me, right?"

Twilight decided to intervene before things got out of control! "Spike!" She sharply rapped, catching the little's dragon attention. "I was wondering why you hadn't come back from going to Sugarcube Corner yet," She used her magic to pull him away while apologizing to Junebug. "Sorry about that, Junebug. Spike isn't usually like this. I don't know what's gotten into him today."

"N-no problem." Junebug continued to nervously stutter while she trotted away.

Twilight then turned to the little dragon and sternly scolded him in an almost motherly tone of voice. "Just what do you think you're doing?! Why are you out here, demanding gifts of everypony in town?! You're better than that!"

It seemed the little lecture was enough to get the baby dragon to come to his senses if the expression on his face was anything to go by. He didn't seem to be as "possessive" all of a sudden. "You're right, Twilight. I'm sorry. I really don't know what came over me. Thanks for setting me straight, though. I almost did something I shouldn't have."

"Exactly," The unicorn nodded. "Now, I assume you're gonna go give back everything you took that wasn't yours to take? Even the hat?"

Spike reluctantly sighed. "Yes, even the hat. I'll give it back to Cheerilee, I promise."

"Good," Twilight declared. "And then you're coming straight home, mister! It's getting late." She then departed, confident that Spike could be trusted to manage on his own.

Unfortunately, just after Twilight left, the greedy look in Spike's eyes returned. It wasn't fair that he should be denied presents on his birthday just because someponies didn't agree. "Who else has a present for 'Spikey-Wikey'?" He said with a hiss and set out to find his next unfortunate "victim".

The next morning, Twilight woke up to a most unexpected sight as she opened her eyes. Spike's basket was cluttered with objects and trinkets of all sorts, piling up towards the ceiling. Now that she thought about it, it had seemed strange when Spike had taken a long time to come home last night.

The unicorn frowned as she approached the pile of hoarded things. "I can't believe you, Spike," She snorted. "I gave you a chance to fix your mistake, and this is how you went about it? Where did you even get all this stuff?"

But an even bigger surprise quickly overshadowed that question, for the things began to move as Spike slowly stumbled awake. When he emerged from the pile, Twilight could see that he was no longer the little dragon he'd been the night before. He was much bigger now. "Spike?!" She nervously questioned. This dragon sure looked like him, but was it really him?

The question was answered when Spike yawned and stretched his considerably large body. He was already taller than Twilight. "Twilight?!" He blinked while looking at himself. "What's happening to me?! How did I end up like this?!" As he spoke his voice sounded much deeper and lower pitched than it had been yesterday.

Twilight could only reply. "I don't know, Spike! You've changed somehow."

"That can't be!" Spike protested with a hiss.

Twilight wasn't so sure. "I don't know what else to believe, Spike. Something must've happened. Think back to yesterday, after I caught you trying to take flowers from Junebug. I told you to give everything back that wasn't yours. What did you do after that? Did you talk to anypony? Did you happen to see anything unusual?"

Spike tried to think. "Well... I... I went to... talk to... talk to..." But he trailed off, unable to gather his thoughts. And that was because something else was occupying his attention. His eyes became fixated on a globe Twilight had nearby and tried to reach out for it.

Twilight yanked the globe away with her magic. "Spike, concentrate!" She demanded of him. "Who was it you talked to?"

The not so little dragon shrugged his claws as he admitted. "I don't remember, it must've slipped my mind," Then he asked. "Hey, can I borrow that globe? You're not using it anymore, right?" And he tried again to claim it as his own.

The studious unicorn was not persuaded for even a second. "No, Spike! It's not yours and you've never shown an interest in it before!" Her frown grew deeper. "Something's definitely wrong! This isn't you, Spike!"

"How do you know that?!" Spike snapped! "You told me you love me like I was your son, but you haven't gotten around to adopting me like you said you were gonna!"

"Excuse me?!" Twilight angrily replied! "I've been working on it, Spike! It takes a long time to get all the proper paperwork and meet with the right ponies! I'm trying my best!"

The considerably large dragon then commented. "Wait, that just slipped out! I didn't mean that! Really!"

Twilight could only sigh and shake her head. "Well, it's obvious that more than just your size changed," And she then decided. "We're going to have to get some answers from somepony. This has got to stop!"

Pony and dragon made their way to the hospital, seeing as it was the quickest way to see a doctor or even just a nurse. With any luck, one of them would be able to provide some answers. Or at the very least point them in the right direction about what was happening to Spike.

As they were led to a small room to wait, Spike kept trying to reach out for the tongue depressors and other spare medical equipment that was lying around. And Twilight kept swatting Spike's claws away with a hoof. "Stop it, Spike! They're not for you!"

"I can't help it!" Spike insisted as he continued to try to reach out for something, anything.

"Well try to help it!" Twilight scolded as she slapped his claws away once again.

Just then, the door opened and in strolled a familiar earth pony (familiar to Twilight, that is). She had a pristine white coat, sapphire blue eyes, and a light pinkish-gray mane and tail. Her cutie mark matched the symbol on her nurse's cap perfectly: A pink cross outline with a red heart in the center as well as in each corner. "Hello, Miss. Sparkle," She greeted in a sweet and innocent tone of voice. "I'm Nurse Redheart. What seems to be the problem?"

Twilight did her best to explain the unusual situation to the nurse, all the while she kept having to pause to swat Spike's claws away before he could grab anything. "This is Spike, and he's my son. Or, he will be officially once I get around to filling all the right paperwork," She cleared her throat. "Anyway, something's wrong with him. He used to be half the size he is now. But he's getting mood swings and he keeps trying to take things that aren't his, as you can clearly see."

"And when did all this begin, might I ask?" Nurse Redheart inquired.

The studious unicorn replied. "Just this morning, actually. Yesterday, I caught him acting a bit strange after his birthday party. And when I woke up this morning he was like this," She then desperately pleaded with the nurse. "Please, you have to help me! I don't know what's wrong with him! He shouldn't be like this!"

Nurse Redheart simply sighed, writing down the information on a clipboard. "Well, let me do a quick examination. Maybe I'll be able to spot something," She suggested. Then she went about checking Spike's temperature with a thermometer, testing his reflexes with a special hammer, looking in his ears and down his throat, and listening to his heartbeat with a stethoscope. For good measure, she also used a tape measure to determine Spike's size and tried to measure his weight with a scale only for it to break. The nurse wrote down all the information she had gathered, and then made her diagnosis. "I'm afraid I don't know much about dragons, nopony really does. But there doesn't seem to be anything wrong with Spike physically."

"But something has to be wrong with him!" Twilight nervously insisted! "He's not supposed to get this big out of the blue! He's been with me for years, and he barely grew at all after he stopped being a hatchling."

Nurse Redheart put on a sympathetic face as she gently tried to explain to Twilight. "What Spike is probably going through is puberty. It happens to all young ones eventually. Mood swings and size changes are a part of it, and there's a good chance when that dragons go through puberty their body could be affected in ways similar to Spike's grabbiness. I know it's hard to accept, but even Spike can't stay a baby dragon forever."

"That's not the problem, Redheart," Twilight glumly replied. "I figured he'd start to grow up eventually. But not like this. He's turning into something completely different. If this keeps up," She shuddered. "I don't know if he'll even be my Spike anymore," She let out a sniffle. "Ever since he was given to me after I hatched him, I've always tried to be responsible for his upbringing and well being. Right now, though, when he needs me most I can't be there to reassure him it'll be okay. I can't tell him what's wrong with him or make it better."

Nurse Redheart extended a hoof to Twilight in sympathy. "These changes are never easy, Twilight. It's hard enough for ponies even though we know what to expect. Dragons are an entirely different field. There's much about them that we don't know. Even you can't know everything."

"I know," Twilight unhappily sighed. "I just wish I had some way of knowing what was causing all of this."

The earth pony nurse then suggested. "Well, if it's a second opinion you want, I know somepony who might be able to help you. Or I should say somezebra."

"Zecora!" Twilight's eyes lit up! "She knows about creatures and plants we've never seen before. She might know what's happening to Spike! Why didn't I think of her before?"

A short time later, a trek through the Everfree Forest brought Twilight and Spike to Zecora's hut. And Twilight told the enchantress everything. "Do you know about dragons?" She hopefully asked the zebra.

Zecora nodded. "For dragons, indeed I have learned a thing or two. Come inside, and I'll share my limited knowledge with you."

"Great!" Twilight smiled! It seemed she was going to get some answers at last.

Spike quickly followed Twilight into Zecora's hut. And soon he was subjected to a variety of unusual experiments. Not only did Zecora look at him very closely, she also did things such as hold out a pocket watch in front of him.

At last, Zecora turned to Twilight and informed her. "He is starting to mature. Of this fact I am quite sure."

"That's just what Nurse Redheart thought," Twilight responded. Already she was dreading what else Zecora was going to tell her. "It doesn't explain why he's so grabby, though. Or why he just got so big out of the blue."

Zecora just motioned for Twilight to come over to the bubbling cauldron in the center of the hut. There, Zecora displayed an image in the sickly green colored liquid that was boiling inside it. And as the zebra spoke the image changed, depicting that which was spoken about. "Dragons' hearts are prone to greed, a steady diet to make growth speed. Then, the resulting bigger size only makes their hunger rise," She quickly warned the unicorn. "If trying to reverse this is what you need, you must stop Spike from practicing greed."

"Easier said than done," Twilight Sparkle commented. "He's never really acted greedy before. Am I supposed to keep him sheltered forever and never give him any gifts?"

The zebra shook her head from side to side. "Greed cannot be defeated, only controlled. Most dragons learn how to do that, or so I've been told. They grow big all on their own, greed is but a shortcut from what I was shown."

Twilight breathed a small sigh of relief. "Oh, that's good. You hear that, Spike? Someday you'll grow up big and tall on all on your own. So there's no need to speed up the process by hoarding stuff, right?" But when she turned to look for him she found that the dragon was already gone (having made off with most of the vials, bottles and masks in Zecora's hut in the process). This made her blush as she realized her mistake of not keeping a closer eye on him while talking to Zecora.

"I'd... better track him down." The studious unicorn nervously declared and left the hut without another word! It was anyone's guess as to where Spike was now!

It didn't take long for Twilight to find Spike. He was right in the middle of Ponyville, trying to steal something from somepony. In this case, he was trying to grab Scootaloo's scooter.

The tomboyish filly was holding onto one end of the scooter with all the strength she had, and her fellow Cutie Mark Crusaders were holding onto her to give her extra support. "You're not getting my scooter!" She yelled at Spike! "It was a birthday present from my parents! Get your own!"

"Spike want!" Spike screamed, having grown considerably taller since Twilight had last seen him. Just like Zecora said, the more he collected the bigger he would become (and the greedier he would become as a result).

Thinking quickly, Twilight picked up a broom with her magic and gave a whistle to get Spike's attention. "Hey, Spike! Check out this amazing broom I found!" She called while waving it back and forth almost like it was a stick she was teasing a dog with.

That did the trick, Spike lost interest in Scootaloo's scooter and turned his full attention to the broom! "Spike want!" He hissed and roared, pounding on his chest as he grew even bigger!

The studious unicorn, for her part, just ran back to the library as fast as her hooves would let her! She looked back every once in a while to be sure Spike was still following her. "That's it's, big boy! Come and get it!" She taunted as she reached the front door and swung it open! Then, when Spike drew close, she hurled it into a back room and slammed the door shut as soon as he went through it!

Spike trashed about and pounded on the door! But Twilight kept her back pressed up against it and refused to budge. "This is for your own good, Spike!" She told him! "You can fight all you want, but I'm not letting you out of there until you stop being greedy!" However, she then realized something she had forgotten all about in her haste to lock Spike in that room. There were a whole bunch of books stored in there, and while Spike wouldn't have been able to reach them in his normal size, he would definitely be able to reach them now that he was so tall.

Frantically, Twilight opened the door! But it was too late! All she could see was a large hole at the other end of the room, indicating that Spike had grabbed the books and broken free. Now he was running loose in Ponyville again, likely growing bigger by the minute!

Twilight was nearly out of breath by the time she caught up to Spike, finding him carrying out an assault on Sugarcube Corner as he had become so big it was a miracle he'd managed to fit through the door.

Pinkie Pie was perched atop a display shelf in the kitchen, and from the looks of things she was trying to fight the dragon with nothing but cakes and other desserts that lay scattered around. "Back! Back I say!" She shouted, flinging cakes as quickly as she could grab them! However, her efforts seemed to just be "rewarded" with Spike snatching up the desserts and adding them to his collection of things he'd already hoarded.

"Pinkie Pie! Stop giving Spike cake!" Twilight demanded!

"That's not Spike!" Pinkie Pie protested! "Spike would know you have to pay for your cakes before you eat them! Besides, I'm not giving him cake, I'm assaulting him with cake! Nopony's messing with Sugarcube Corner while I'm around! I promised Mr. and Mrs. Cake I'd keep an eye on the store while they went out to do some shopping, and although it wasn't a 'Pinkie Promise' it's not one I intend to break!"

However, Spike decided he had grown bored of this game of catch. And so he swiped the entire display shelf as the pink party pony perched atop it made a desperate leap to safety!

"How dare you take the cake!" Pinkie growled! "You gotta pay for it first!"

Spike didn't reply. Instead, he just stood there for a moment. And then he grew to such a massive size that he broke through the roof of the bakery and destroyed it completely!

Pinkie Pie was rendered speechless by the result! All she could do was just sit there and look up in disbelief. The Cakes were never going to believe this! In fact, she was in such a state of shock that she had to be dragged away by the tail.

Worse was to come as the now massive Spike stormed through town. He quickly headed for Carousel Boutique, and snatched up an unaware Rarity (who was posing to her workshop mirror while wearing a long, pink colored dress with a matching cape. And a pretty old looking dress at that)!

"Put me down this instant!" Rarity demanded, not appearing to recognize Spike in his current state! She lit up her horn and fired off a blast of magic, but although it struck the large dragon square in the face it didn't even phase him.

Spike didn't seem to care. He just dragged Rarity away as he continued to snatch up things left and right, including the entire town water tower.

Fortunately for Rarity, Rainbow Dash and Fluttershy quickly set off to the rescue as Spike fled to the edge of town and into the nearby hills.

The two pegasi soon flew to either side of Spike (not recognizing that it was him) and began demanding and pleading with him to release Rarity. "Okay, pal," Rainbow Dash all but shouted! "Fun's over! Put our friend down, right now!"

Fluttershy tried to more gently plead. "I-if you wouldn't mind, that is. No one has to get hurt."

"This is non-negotiable, Mr. Tall and Scaly!" Rainbow roared! "Release her now, or you'll answer to us!"

"P-please," Fluttershy nervously insisted. "We'll be ever so grateful if you'd just kindly set Rarity down."

"Drop her, scaly!" Rainbow demanded! "You have 'til the count of ten, or we do this the hard way!"

"Ignore her," Fluttershy tried to protest. "Just do the right thing and let our friend go."

Alas, Spike chose to ignore the demands and pleas. He instead swung at both pegasi using the tail he held Rarity captive in to do so!

"Hey!" Rarity protested as she was swung around! "I'm not some flyer swatter, you know!" And then she heard a ripping sound as her cape snagged both her pegasus friends, then tore itself apart from the weight. "Oh no! Now look what you've done!" She scolded. "You ripped my cape!"

Rarity worried so much about this that she failed to notice Rainbow Dash and Fluttershy get knocked to the ground, though thankfully neither of them were harmed.

With Rainbow Dash and Fluttershy out of commission, Spike let out a tremendous roar as he started to climb the hills! It seemed like he was intent on using it to store all that he had obtained throughout the day, his own little hoard.

But Rarity spoke up in a most bitter tone of voice. "Oh, be quiet, you! You've got nothing to be proud of. Just look around, aren't you ashamed of yourself?" She didn't bother waiting for a reply. "You've rampaged through town, stolen everypony's things and even used me as a weapon against my own friends. I get that you're a dragon and all, but I didn't think you were all this bad mannered and bad tempered. Yet that's not even the worst thing you've done today!" The fashionista complained as she held up her torn cape. "This is a crime against fashion!"

Suddenly, Spike turned around and took notice of a particular red gem in a necklace that hung around Rarity's neck. At that moment he froze, eyeing the gem as though he'd seen it before somewhere.

The fashionista unicorn noticed Spike looking at her, more particularly to her necklace, and she immediately protested. "Oh no you don't. You are not getting this gemstone, you fiend! This was given to me by my dear Spikey-Wikey, the kindest, sweetest, most generous dragon ever. And it is too precious to me to give to a greedy old beast like you! You may look like him, but the Spike I know would never be as rude and nasty as you've been! I don't know what you think you're accomplishing trying to make him look bad, but it won't work!"

At that very moment, it all came flooding back to the dragon as he remembered where that gem was from: It was the fire ruby he'd given to Rarity a week ago. He still vividly recalled the memory, even down to Rarity giving him a kiss on his left cheek after he'd parted with it. And it was those memories that caused his eyes to shrink. Suddenly, he didn't feel like being greedy anymore.

Rarity was unaware of any of these developments as she just grumbled. "Why are you looking at me like that? I suppose now you're going to eat me or something?"

Suddenly, Spike reverted back to his original size. He and Rarity were suspended in mid-air for a moment.

The unicorn with a snow white coat could hardly believe her eyes! "Spike?!" She commented in uncertainty. "It was you rampaging through town?!"

Before Spike could say anything, he and Rarity began to fall! It was all up to their pegasus friends to prevent them from plummeting to the ground and to certain death! But because the little dragon couldn't be sure of the outcome, he decided the time had come for him to make a confession. He looked across to the unicorn and shouted at the top of his lungs in order to be overheard! "Rarity, there's something I have to tell you, just in case we don't make it! I've always sort of had a crush on–"

But the fashionista just moved a hoof to Spike's mouth to silence him. The expression on her face conveyed more than words what she had to say in reply. She knew, and she was glad Spike had finally worked up the courage to tell her.

Fortunately for the two, they were saved by a timely intervention from Rainbow Dash and Fluttershy (who made good use of the torn part of the cape that they had fallen into the river with). "Oh goodness, that was too close!" Fluttershy declared afterward.

"Heh, all in a day's work!" Rainbow Dash boasted as Spike and Rarity were floated gently down to safety.

However, once he was on solid ground again, Spike looked out over Ponyville and immediately became overwhelmed with grief. He saw nothing but damage and destruction as far as his green eyes could see, and he knew he was the one who had caused it all. "I'm a monster!" He whimpered with tears in his eyes.

"Darling," Rarity spoke up as she slowly trotted up to the grief stricken dragon. "You most certainly are not! And don't you ever think otherwise for even a minute! You were not in control of yourself back there, you were most definitely not the same kind and caring dragon I've always known you as."

Spike just looked away. Normally, this kind of talk from Rarity would've been much appreciated. He would've given anything to have this much attention from her, except at this current moment when he could only think about his greed induced rampage. "You're just saying that because I gave you my fire ruby." He glumly remarked.

Rarity shook her head. "It's not just because of that, Spike. It's true that I greatly cherished that ruby and will continue to do so. But it's not the only time you've done nice things for others," And she pointed out. "You've come gem hunting with me on multiple occasions. And we certainly can't forget you risking yourself to try and rescue me from those diamond dogs."

The little dragon just sniffled. "All those times I did it because of my crush on you, because I thought maybe I could impress you or maybe you'd give me a reward. And you almost always did acknowledge my efforts."

"So, what about all the things you do for Twilight?" Rarity pointed out.

"That's just to make her life easier," Spike remarked while looking down at the ground. "And I already said and did things to her that I shouldn't have said, shouldn't have done."

"Yet it was you who stopped... well... you," The fashionista declared. "And you clearly regret everything you did. That's nothing something a monster would be capable of," She then offered. "Please. If only for your own sake, you must forgive yourself. You're my hero, Spikey-Wikey! I can't stand to see a dragon I love so upset." And with that she kissed him on the cheek again, this time on his right cheek.

Spike was in a considerably better mood when he returned to the Golden Oak Library later. He was surprised to see Twilight greeting him with a most unusual smile. And soon, he knew why.

"I saw everything," Twilight told the little dragon. "I know about your confession. That was a very brave thing for you to do."

Spike blushed bright red. "You... don't mind?"

"We can discuss that later," Twilight replied. "But for now, I think you've learned a rather valuable lesson. One that I'm sure Princess Celestia will want to hear," She floated over a scroll, a quill and some ink. "Go ahead. This one's all yours."

"Really?! You mean it?!" Spike inquired. He had written a letter with Twilight before, but he'd never written one all by himself before.

The studious unicorn nodded. "Yes, Spike. And you should also know that I'm not mad at you for anything that happened today. Obviously, we know now what to watch for to make sure this doesn't happen again."

"Agreed." Spike nodded back, and then he began to write his first ever solo friendship letter to Princess Celestia. Surprisingly, his thoughts came to him very easily as he wrote down on the scroll:

Dear Princess Celestia,

Today I learned a great lesson about friendship. You might think that it would feel good to get lots and lots of stuff, but it doesn't feel nearly as good as giving something special to somepony you really care about. Hoarding things to yourself will just leave you feeling empty and unsatisfied.

I've learned that it truly is better to give than to receive, and that kindness and generosity are what lead to true friendship. That's something more valuable than anything in the whole wide world.

Well... almost anything.

Sincerely,

Spike

After Spike sent the letter, he noticed Twilight looking at the cheek Rarity had kissed. He sighed. "Come on, Twilight. Please? Just for one day?"

The studious unicorn reluctantly agreed. "Oh, alright. But I'm gonna have to wash it sooner or later. It's the memory that matters more than the kiss itself."

Author's Note

First and foremost, for those who are wondering I've written Twilight and Spike as having a mother and son relationship ever since my rewrite of "Owl's Well That Ends Well". Though in more recent volumes I've tried to cut back on including it except for when it's absolutely necessary.

As for the episode itself, there's surprisingly little to find fault with. The only real problem is in the world building, which would be corrected in "Molt Down" to clarify that greed and hoarding is not the only way for dragons to grow. Had they stated that in the original episode, I don't think people would've had any problems.

Nurse Redheart was used instead of Doctor Muffintop and the vet was cut because those scenes kind of degrade Spike: He isn't treated right (and he most certainly is not a pet). I also wanted to try to expand on some scenes now that we have more information about Spike's upbringing (particular when "Sparkle's Seven" revealed that Twilight's parents raised him in his youngest years).

And the Wonderbolts were cut even though I had planned to originally include their scene seeing as it's ultimately pointless in the overall narrative.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
MMMystery on the Friendship Express
Sleepless in Ponyville
Wonderbolts Academy
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S2 E24: MMMystery on the Friendship Express (What If?)

Pinkie Pie's eyes had never beheld such a magnificent culinary creation before! Just looking at the cake the Cakes had made was enough to fill her with wonder. It was truly a sight to behold! "The Marzipan Mascarpone Meringue Madness," She briefly licked her lips before remembering this cake was not to be eaten (at least, not yet). "You've really outdone yourselves this time, Mr. and Mrs. Cake! This is sure to be the winning entry of this year's national dessert competition! No other dessert's gonna stand a chance against this!"

Mrs. Cake smiled. "Oh, thank you for your confidence in us, Pinkie!"

Mr. Cake added. "And thanks for agreeing to transport it to Canterlot for the competition for us. We'd go ourselves, but the twins have been keeping us very busy and you deserve a break."

Pinkie nodded in agreement. "Absolutely! You watch Pound and Pumpkin Cake, and I'll see to it that this cake takes first prize like it should! It's my honor to-"

But Applejack interrupted. "Beg pardon, but uh... can we get a move on? That there cake's a might heavy to move. Right, Big Mac?" She asked her brother.

Big Macintosh was currently balancing the very tall (and very heavy) cake with pink frosting around the edge on a large tray. He hadn't even left Sugarcube Corner with it and it was already taking every ounce of strength he had just to keep it balanced. "Eeyup...!" He groaned under the weight. Even a pony as strong as him had his limits.

Pinkie Pie quickly realized the severity of the situation, so she rushed to slap on a hat with a bright red flashing light. Then she moved out in front of Big Macintosh and declared. "Alrighty then, Big Mac! To the train depot!"

Pinkie led the convoy consisting of herself, Big Mac and finally Applejack (with the Cakes following close behind the procession) as they exited the bakery. It was only a short walk to the train station, but right now it seemed like it was going to take forever. It didn't help that Big Macintosh was moving very slowly to make sure the cake didn't slide right off the tray. Still, she tried to provide encouragement. "Okay. That's it, Big Mac, take it nice and slow. After all, that's precious cargo you're carrying."

"Oh yes," Mr. Cake nervously commented. "It took months of planning and testing to get it just right."

And as if to tempt fate, Mrs. Cake then declared. "I'd sure hate for it to-"

Suddenly, Big Macintosh seemed to lose his balance! It looked like the cake was about to topple over! But fortunately, the mighty stallion saved himself and the cake at the last second!

The close call prompted Pinkie to make an addition to her escorting convoy as she gave a whistle. "Rainbow Dash, Fluttershy, a little pegassistance please?"

The two pegasi were promptly pressed into service, flying on either side of the cake (while Applejack was behind with a trampoline just in case) to try to balance it more delicately.

Pinkie Pie, meanwhile, told the Cakes. "Don't worry! I'll get it there safely, you'll see!"

Mrs. Cake gave a nervous laugh as beads of sweat started to trickle down her face (and the same was happening to her husband, who was starting to breath in and out quite rapidly). "Oh... of course, Pinkie. Of course."

"Yes," Mr. Cake nervously nodded. "We never doubted you."

But then the pink party pony happened to spot Twilight and called. "Twilight, can I see you for a second? Or maybe two?"

Twilight ended up being pressed into service to cast a protective bubble around the cake, adding another layer of security on top of the measures already in place.

Even Pinkie Pie couldn't help but nervously laugh. "Just a nice, little protective spell as extra insurance. I mean, after all, better safe than sorry," And then she added. "Rarity, you mind lending Applejack or Twilight a hoof? You know, just in case?"

Rarity obeyed, alternating between helping Twilight with the protective spell bubble and Applejack with the trampoline. The train station was finally starting to come into view!

"That's it! That's it!" Pinkie Pie excitedly declared as they all slowly made their way up the station ramp. The train to Canterlot was already there, waiting to take them to the competition. "Come on, everypony! We're in the home stretch! We got this!"

The last few steps seemed to take forever, especially in the minds of the Cakes. Even the birth of their twin children had not been this stressing and mentally taxing. One little slip would be all that was needed to undo all the progress.

Thankfully, that never happened. The tall and heavy cake finally made it onto the station platform, ready to be loaded into one of the train cars!

The pink party pony promptly proclaimed. "See, Mr. and Mrs. Cake? Nothing to worry about. I got it here without a hitch! So now all we have to do," She turned to her friends. "Is get it..." But then she saw there was one problem she hadn't accounted for: The door to the train car was much too small for the cake to fit through. "Oh dear. This might be a bit of a problem."

Poor Mr. Cake couldn't take it anymore. He fainted right on the spot in front of everypony!

It was going to take some creative and truly outside the box thinking to get the cake loaded into the train car without it falling over and being ruined. Yet getting onto the train was soon not going to be the only problem. Not only were there other desserts waiting to compete against the cake, but the cake itself would suffer an unfortunate problem that would lead to a most unusual set of mysteries. All of them taking place on the train ride to Canterlot itself.

Ultimately, the solution to the problem of getting the huge cake onto the car was solved in a most unusual way: Big Macintosh ended up having to take the entire side of the car apart so the cake could be loaded onto it. Then he put the side back up and nailed it shut.

Pinkie Pie could rest a bit easier now, the cake had made it to the train station and onto the train itself with no problems. "Thanks again for helping with the cake," Pinkie Pie told all her friends. "Your brother especially, Applejack. Without his quick thinking we wouldn't have been able to get this cake onto the car in the first place."

"No problem, that's just what he likes to do," Applejack replied. "Kind of find it strange he didn't wanna tag along for this and wanted Spike to come over to Sweet Apple Acres."

Twilight only said to Applejack in response. "I think you're overthinking it. Desserts aren't for everyone. But we'll be sure to bring them home something from the National Dessert Competition in Canterlot tomorrow."

"Make sure you get the prize winning tastiest treat of them all!" Pinkie proudly declared. "And I know for a fact it'll be The Cakes' very own Marzipan Mascarpone Meringue Madness," Licking her lips she eyed the triple layered cake while describing it in delicious detail. "All that rich creamy goodness of the marzipan, combined with the tart tanginess of the mascarpone, blended perfectly with the smooth, silky sweetness of the meringue! That's why I call it 'The MMMM' for short!"

"A very fitting name if you ask me," Rarity commented. "I'm sorely tempted to take a bite of it now."

"Me too!" Fluttershy eagerly agreed.

But Pinkie stood in front of the cake and protested. "Sorry, no free samples allowed! Mr. and Mrs. Cake gave me strict orders not to let anypony touch it until the contest tomorrow."

"Really? Not even just one little bite?" Rainbow Dash questioned. "You know, just to make sure it hasn't been poisoned or anything?"

The pink party pony protested. "Nope. Besides, who would ever do something like that?" Then she proudly boasted. "A cake like this is so great, I guarantee it'll beat out every dessert within a hundred miles! The rest of the competition might as well pack it up now, they'll never stand a chance against The MMMM!"

However, a haughty voice proclaimed at that very moment. "Zis is not so," Onto the train car stepped a grey feathered, green coated griffon with a long black mustache. His eyes had a golden tint to them, and he proudly wore a chef's hat while holding his own dish. He quickly identified himself as he declared. "I am Gustave le Grand, and I do hereby put your crude cake on notice! It is it that best 'pack it up now', for it is no match against my exceptionally Exquisite Éclairs!" He briefly held up a light to make his culinary creation look even brighter than it already did, then he twirled his mustache with a claw. "Once the judges have a taste of my éclairs, they will undoubtedly declare me le champion!"

"Ha! Not a chance, le Grand! Or should I say 'le Loser'?!" A somewhat arrogant voice interrupted. And a voice that was vaguely familiar to the ponies at that. A moment later, making his way onto the train car was a unicorn stallion with a light amber coat. His mane and tail were short in style and a moderate organish-brown in color. His eyes were a modest sap green, and his cutie mark was a donut. He happened to be wearing a white button vest and a matching hat, and it seemed his back half was hitched to the harness of a wagon.

Twilight recognized the stallion! It had been his shop that she and her friends had visited during the last Grand Galloping Gala. "Donut Joe?!" She exclaimed in surprise! "But you're not from here! Why are you in Ponyville?!"

"Had to make an unscheduled stop to pick up the secret ingredient for my contest entry," Donut Joe explained as he wheeled a massive wagon onto the train car. It was an entire city made of different donuts. "Donutopia!" He proceeded to pour a batch of sprinkles all over them, making it briefly look like it was snowing on his donut city. "And these super sprinkles are the key to my success. Just my luck I couldn't get 'em delivered, but they were worth the expense. My city of donuts is gonna defeat those other desserts, declaring me the winner! And with the publicity, my donut shop will be known throughout all of Equestria, maybe even beyond!"

But a polite female voice protested. "Beg your pardon, Donut Joe. But once you see my entry, I think you'll find your donuts are not up to par. And the same holds true for any other dessert that dares to challenge mine." Then a huge, chocolate mousse (made to look like an actual moose) was pushed onto the train car. From behind the mousse then emerged a pale, light grayish-brown coated mule. She had a curly black mane, moderate arctic blue eyes and bluish-green beads around her ears. Beneath her eyes, she also had a few wrinkles.

Gustav was the one to identify this arrival. "Zo, Mulia Mild, you finally decide to show yourself in my great presence."

Mulia giggled. "Of course. After all, I have spent months perfecting my Chocolate Mousse Moose. It will trample all the other desserts, win me first prize and make me the greatest chef in all of Equestria. Certainly better than you two pretenders!"

Gustav snarled. "You dare call I, the great Gustav le Grand a pretender?! I traveled to Equestria from my native land with not a bit to my name, yet slowly but surely I have risen to the top! You and your mousse moose are mistaken if you believe you stand any chance against me and my éclairs."

Donut Joe stomped a hoof down as he narrowed his eyes. "Your silly éclairs are no match for my donuts, Gustav. I know the Canterlot sweet scene like the back of my hoof."

And Pinkie Pie spoke up in defense of what was her entry in a sense. "The Cakes' Marzipan Mascarpone Meringue Madness is going to win! I spent months foalsitting so the Cakes could craft a cake with no equal, and now their efforts are going to pay off!"

Just then the train whistle sounded, and the train car lurched forward as it departed the station in Ponyville, bound for Canterlot.

It looked as if a fight might be about to break out between the four bitter bakers in the center of the dessert car. Each of them seemed so certain their own dessert was the best and that all the others were certain to lose. Each eyed the other bakers and their carefully crated culinary creations with cautious looks of concern.

Fortunately, Twilight Sparkle moved to break up the tension as she trotted in between the bakers. "Alright, that's quite enough," She insisted with a sincere smile. "You've each got a dessert to be proud of. But the National Dessert Competition isn't until tomorrow, and that's a long train ride away from now. So let's all just call it a night and get some rest. We'll let the judges decide who's really the best."

The bakers all seemed to agree as they all more or less muttered in agreement and went their separate ways, each retreating to their own room at the other end of the car. And each shut the door to their room tight with a slam.

Twilight and the rest of the ponies then decided to check on Pinkie Pie in her room. It was rare that she got upset or angry, and they could well remember what had happened the last time they'd witnessed such behavior in her during the whole 'surprise birthday party' incident (as well as Applejack mentioning the little 'argument' she'd had with Pinkie Pie the first time she foalsat the Cake Twins).

But much to the surprise of the five mares, Pinkie seemed to be in an almost completely cheerful mood. Any earlier signs of hostility appeared to have left her.

"You okay, sugarcube?" Applejack was the first one to ask her fellow earth pony.

The pink party pony smiled. "Never better!"

"Really? You're not worried about The MMMM?" Fluttershy questioned Pinkie.

Pinkie shook her head and seemed to laugh. "Of course not? Why would I be when I'm gonna be standing guard over it tonight?"

Everypony in the room was surprised to hear the news, but Twilight was the most surprised of them all! "What?! Standing guard?! Pinkie, that hardly seems necessary. It's just a cake."

"But I just know one of the other bakers is going to sabotage it!" The energetic earth pony exclaimed as her eyes looked ready to expand! "The MMMM is the best! I know it and they have to know it too! So there's only one thing they can do to avoid a humiliating defeat in the contest tomorrow, eliminate the competition! But as long as I'm standing guard over it, that won't happen!"

Applejack was the first to realize the seriousness in Pinkie's tone of voice as she reluctantly asked. "I don't suppose there's any point tryin' to talk you out of it, is there, sugarcube?"

"Nosirooni!" Pinkie firmly stated for the record. "You're all welcome to take turns standing guard with me if you'd like. I won't be offended. If I didn't have a stake in the contest, I'd probably be tempted to eat The MMMM myself. So if even I know how good it is, then you must realize how serious it is that the cake be protected."

Rainbow Dash yawned in response. "Well, we'll see about it. But personally, I think you're way overthinking this, Pinkie. You're starting to remind me of Twilight when she was freaking out about not having a friendship report to send."

"Don't go there!" Twilight warned in a low growl. She still didn't like being reminded of that incident, or the fact that she'd brainwashed half of Ponyville with an old doll (which she still had yet to retrieve from Big Macintosh).

So it was that Pinkie Pie kept a silent vigil over the cake that night, even after everyone else had gone to bed. She marched back and forth in front of the cake, keeping one eye on it at all times while the other kept watch for any signs of anything suspicious.

The minutes passed slowly, or at least that's the way it seemed to the pink party pony. "Why'd the usual way to Canterlot have to be blocked off for repairs now?!" She grumbled to herself! "Couldn't they have waited until ponies like me didn't have to be standing guard over cake?!"

"Who are you talkin' to, Pinkie?" The familiar voice of Applejack questioned as she slowly made her way out into the middle of the dessert cart and yawned a bit. "For pete's sake, you're really gonna stay up all night watchin' The MMMM?!"

"Of course I am!" Pinkie huffed! "If I let that cake get devoured or at all tainted, I'll have let Mr. and Mrs. Cake down. And I'll NEVER let that happen!"

Applejack yawned some more. "What, now you don't even trust your own friends to keep watch over for it ya? We can all take turns just like we offered."

"Well... nothing's happened yet...," Pinkie commented in realization. And she was just about to consider maybe going back to her car for some sleep, when suddenly there was a faint whooshing noise as something (or someone) ran right past her! "Hey!" She shrieked at the top of her lungs and sprang into action! "Applejack, don't move a muscle from that cake! I'm gonna chase down that no good, would-be saboteur!" And without waiting for a response, she took off running!

Pinkie Pie followed the shadow that made the whooshing noise all the way through the train, until finally reaching the last car. She was confident that the figure couldn't get away now! "Now I gotcha!" She exclaimed and rushed forward! But the door leading out to the rear-view balcony suddenly swung open, and she only just skidded to a halt before she would've tumbled over the railing and onto the tracks!

The mare looked all around but saw nothing. "Curses!" She muttered to herself. The figure had somehow managed to give her the slip. But at least they'd been thwarted in their effort to sabotage The MMMM.

The now properly paranoid pink party pony pouted and pranced back to the dessert car. Was it her imagination, or did Applejack suddenly look as if she'd seen a ghost?

Before Pinkie had a chance to ask what was wrong, though, she spotted another shadowy figure at the other end of the dessert car. "Hey you!" She hollered, causing the figure to turn and run away! "You're not getting away!" She growled and chased the figure all the way through the train, right up to the locomotive!

But when the party pony pushed open the door to the locomotive, she could only see the engineer sitting at the throttle while another pony appeared to be shoveling coal into the firebox. "Excuse me," She called to the two. "Have you seen anyone suspicious by any chance?"

"'Fraid not," The engineer answered without moving or looking back. "It's just been me and the firepony up here all day and all night. We're takin' turns restin' so one of us is awake in case of an emergency."

"Well, thanks anyway." Pinkie Pie declared even though she could've sworn the firepony looked awfully familiar for some reason.

Again, the pink party pony pranced back to the dessert car. And again, it seemed like Applejack seemed to be afraid of something. Pinkie didn't blame her, though. How could anypony not be just the slightest bit unnerved after two suspicious figures had tried to help themselves to The MMMM in order to sabotage it?

Pinkie just took her place in front of the cake again as she declared. "Thank Celestia it's still okay!"

"Er... about that..." Applejack tried to say. But before she could finish, the blinds in the dessert car suddenly seemed to snap shut of their own accord! The car's interior plunged into darkness!

"Hey, who turned out the moon?!" Pinkie Pie screamed and then gasped! "Thief! Don't go near that cake!" She rose to her hooves and tried to pursue the thief in the darkness! "Stop, thief!"

Then there came a clang as someone bumped into something!

"Are you okay, thief?" The party pony questioned but received no reply as the blinds were suddenly flung open again. She spotted a crooked painting near one of the train car doors (the one nearest the moose). She inspected it but saw nothing out of the ordinary as she returned it to its proper position. She then stormed back to her earlier position while glaring at Applejack! "I told you one of the other bakers would try to sabotage The MMMM, but you didn't believe me!"

Applejack nervously stuttered. "I-I-I I d-d-didn't say that, s-s-sugarcube!"

"Whatever," Pinkie huffed in response. "I'm just gonna continue to keep a close eye on The MMMM, no matter what!" But mere seconds after saying that, her blue eyes grew heavy and she fell asleep right where she was standing. She didn't wake up until she heard the crow of the rooster the next morning. "Huh, what?" She slowly stumbled awake after scratching her ear not unlike a dog, returning to a standing position even though she didn't remember laying down for more than a few seconds.

Applejack was no longer standing guard next to the cake, though. Twilight seemed to have taken the farm mare's place, and the expression conveyed by her eyes was one of worry. "You're not gonna like this, Pinkie." Was all she had to say.

Pinkie Pie was about to ask what the studious unicorn meant, right before she was shown a trio of three rather large bite marks on the side of The MMMM normally hidden from view! The horrified party pony let out a shriek, which woke up the rest of the dessert car's occupants!

"Goodness, what a scream," Rarity remarked (while strangely appearing to wear her mane so that it covered her left eye for some reason). "And they say I'm the dramatic one."

"What's the matter?" Rainbow Dash sleepily inquired while rubbing her eyes a bit.

Holding back sobs for a bit, Pinkie Pie explained. "It's The Marzipan Mascarpone Meringue Madness, it's been mauled and mutilated!" But her sorrow was soon replaced by one of serious determination as she declared. "Now I just need to find out who done it."

Twilight cleared her throat and spoke up. "Well, having read many mystery novels, I know that the only way to discover the culprit or culprits is to investigate. But we don't have a detective."

"Not to worry," Pinkie Pie proudly proclaimed as she produced a blue and white checkered detective hat and a bubble pipe. "I always wanted to be a detective. And luckily, I always carry these detective hats around in case of detective emergencies."

Nervously, Applejack inquired. "You're gonna be investigatin'?"

"Exactly!" Pinkie declared with an exceptionally bright smile. "And Twilight here shall be my lowly assistant who always asks silly questions with obvious answers." She proceeded to put a plain black detective hat on Twilight's head, even covering up her horn.

Twilight was anything but amused with the role bestowed so unceremoniously upon her. However, she did her best to hide her discontent as she sighed. "Fine, Detective Pinkie. So, I assume we're to start looking for clues, then?"

Pinkie blew on the bubble pipe for a bit before declaring in a somewhat posh and elegant tone of voice. "A silly question indeed, assistant. Because the answer is obvious."

"Yes?" Twilight asked as she tried to resist rolling her eyes. It was so obvious she was sure even Pinkie Pie would've known that.

But the party pony just adjusted her detective's hat as she replied. "Normally, you'd be right. But not this time, assistant. I don't need to look for clues, because I'm the detective and you're the assistant. Besides, I already know who did it. It's so obvious."

"What?!" Twilight gasped in disbelief (as did all the other occupants in the dessert car). "That's impossible! How could you already know, Pinkie?!"

"How could I possibly not know?" Pinkie replied. "A feather left at the scene of the crime is all the proof I need. Another baker wanted to sabotage The MMMM, and last night they seized their opportunity to do so! This dastardly deed was done by the baker who knew their dessert could not measure up to the mastery of The Marzipan Mascarpone Meringue Madness," Then she made her accusation as her eyes narrowed. "I guess you feared your éclairs lacked flair, eh, Gustave!"

"W-what?!" Gustave seemed to be intimidated by the accusation! "Zis is outrageous!"

"Oh, it's outrageous, alright," Pinkie Pie growled. "Now it all makes sense. I not only know why you did it, but I know how you did it," And she turned to Twilight. "Allow me to explain, my dear assistant."

The story Pinkie Pie told about Gustave's guilt went a little something like this:

Gustave was clad in a really long cape and a matching hat. Silently, he stalked his prey: The MMMM. When he thought no one was looking, he reached out a claw to grab it. But Pinkie swatted his claw away as soon as she spotted it!

"Keep your claws off that cake, you cur!" Pinkie had shouted and chased after the would-be cake thief!

However, that was just what Gustave wanted. He lured Pinkie Pie to the back of the train and then flew up to the ceiling in the last car to avoid detection. When Pinkie stumbled out onto the rear view balcony, he seized his opportunity! He swooped down, snatched her up and then flew out ahead of the train.

Poor Pinkie was tied down on the train track with some rope, right as the train was approaching at full speed! "Oh goodness!" She exclaimed and shut her eyes!

Meanwhile, Gustave returned to the dessert car with a wicked laugh. He proceeded to activate a saw blade on a nearby table and sent the cake straight towards it, getting his beak and mustache splattered with cake frosting when the deed was done.

As for the captive bound pink party pony, she managed to wiggle free of her restraints and hop off the track with the rope still hugging her body. She stumbled back to the dessert car only to find that she was too late, the MMMM had been destroyed and Gustave had fled the scene!

"Thus, with his dastardly deed, Gustave destroyed the cake and the Cakes' chance of winning the National Dessert Competition," The party pony turned detective explained as she finished her story. "What do you have to say for yourself now, Gustave?!"

"Zat is not possible! I do not kidnap ponies!" Gustave proclaimed as he puffed out his wings!

"But only you could've left a feather behind!" Pinkie snapped back. "How very careless of you."

Twilight Sparkle, however, saw fit to question the abrupt accusation. "That doesn't make sense, Pinkie."

Pinkie spun around and looked at Twilight. "What do you mean, assistant? I'm the detective here."

The "assistant" just explained. "If you came back here with a rope, how come there's no rope to be seen? And wouldn't the engineer have seen you tied down to the tracks and tried to stop the train?"

"Okay, so maybe that didn't happen." The party pony reluctantly agreed.

Twilight nodded. "Plus, the cake hasn't been sliced apart by a saw blade. It's been clearly bitten. And I hate to tell you this, but none of the bite marks I see could've been made with a beak. Also, Gustav is not the only passenger who could've shed a feather. That alone isn't enough to prove he did it."

Pinkie Pie processed the new information while blowing on her bubble pipe a little more. "Hm... You're right, my fine fellow filly. Gustave le Grand is clearly in the clear," She took the bubble pipe out of her mouth and took a deep breath. "However, that just means The MMMM's destruction was done by another baker. After all, a tuft of hair was left at the scene. And I know it was left by a different baker. A baker who's donuts are do-nots," She pointed a hoof and accused. "That's right! It was you, Donut Joe! And you thought you could get away with it by pinning the blame on Gustave!"

"Whaddya mean?!" Donut Joe growled! "Why would I try to frame Gustave or destroy your cake?"

The detective simply narrowed her eyes. "Because you're not really Donut Joe. That's just a codename you gave yourself. In the spy world, they call you Mane. Con Mane."

Now Pinkie Pie told a different story, this one intending to prove that Donut Joe (acting under his true name of Con Mane) was the true culprit.

Donut Joe had changed out of his baker's disguise and was now wearing a finely pressed tuxedo. He was currently enjoying a milkshake in another train car while chatting with two mares.

Suddenly, a hi-tech wrist mounted watch informed the undercover agent that it was time for him to carry out his assignment: The destruction of The MMMM. Excusing himself, the spy stallion slipped away to the dessert car. When he got close, he used a special gadget to cut a small hole in the glass of the back door window. Then he used his magic to toss a small pellet into the car.

Pinkie heard a noise and turned to look. But before she could see who it was, the pellet released its load of sleeping gas. She passed out right on the spot!

The spy waited for the gas to disperse before slipping into the dessert car, taking care to plant the feather where he knew somepony would find it. As he got close, he could see that the cake was guarded by a laser security grid. But that was easily thwarted with the use of a mirror, slicing the cake apart by redirecting the laser beams.

His job complete, Con Mane posed for victory as the two mares he'd been entertaining earlier looked up to him with admiration. They both wished he could be theirs and theirs alone.

"It was Con Mane who crushed the Cakes' chances to win!" Pinkie Pie declared when the story was finished. "You have quite a way with the ladies, Mr. Mane. But your charms won't work on me!"

Donut Joe whimpered. "Con Mane's just a movie, everypony knows that!"

The earth pony mare only snorted. "That's what you want me to think."

Twilight quickly spoke up in protest. "Your story's flawed, Pinkie. There's no laser security grid or hole in the glass. And not only does Con Mane not actually exist, but Donut Joe couldn't possibly be him. He's big, gruff, and messy!"

"Although, you'd look absolutely dapper in a tuxedo." Rarity pointed out.

Pinkie let out an unhappy sigh as she seemed to glare at Twilight. "I suppose you may be right, lowly assistant."

"What do you mean may be?" Twilight Sparkle questioned.

The self-appointed detective didn't answer her "assistant". Instead, she was turning her attention to another dessert. "Now that I'm taking a closer look at these here desserts, I see that one simply cannot look me in the eye."

Twilight noticed Pinkie taking an unusual interest in Mulia Mild's chocolate mousse. "Pinkie, it's just a mousse made to look like a moose!"

"Exactly!" Pinkie Pie insisted before turning her attention to the baker behind the mousse. "And the mule behind that moose panicked when she saw the mastery of The MMMM. She thought she could throw me off with those other clues, but a little something she left behind proves it was really her: An eyelash!"

Even though she needn't have asked, Twilight still asked anyway. "So you're saying the culprit is..."

Pinkie nodded. "Indeed. Mulia Mild! The eyelash is the proof!"

Just like with Gustave le Grande and Donut Joe, the party pony turned detective saw fit to explain "how" the crime was committed.

Mulia had actually been a ninja, wearing a black stealth suit. She perched atop the train cars and jumped from one roof to the next, taking care to make no noise as she did so.

Pinkie kept patrolling back and forth in front of The MMMM the whole time, unaware that she was being watched from above.

Suddenly, as the blinds flapped shut, Mulia saw her chance to strike! She crept up behind Pinkie Pie and whacked her in the head with a frying pan! The pink party pony fell to the ground!

Then, Mulia locked eyes with her target: The MMMM. She took out a sword that had been tucked into the side of her uniform and leaped into the air, swinging the sword rapidly and slashing at the cake! She landed and held the sword out in front of her, waiting and watching as the cake crumpled behind her.

"So it was that Mulia was the one to put an end to the Cakes' dreams of taking first prize in the contest," Pinkie explained as she finished her story. "You must've thought you were clever, throwing me off by trying to frame the other bakers. But even a master ninja like yourself was no match for a master detective like me!" And she then turned to Twilight. "Well, assistant? Care to tell me I'm wrong this time?"

Twilight had heard enough. She threw down her assistant's hat and protested! "Now you're just being completely ridiculous, Pinkie! You can't accuse others on a whim! That's not what being a detective is all about!" Then she insisted. "Just look at Mulia! Does she look like she could've possibly done those crazy ninja things you say she did? Does she look like she could've framed Gustave and Donut Joe?"

Pinkie Pie turned to look at the mule, and saw how easily she cowered in fright. Now that the party pony looked more carefully, she could see that Mulia couldn't possibly be a ninja, or a cake thief for that matter. "Fine," She sighed, realizing her mistake. "I guess Mulia couldn't have done it either. But I know it wasn't me! I was so sure it was one of the other bakers here. After all, why else would The MMMM be destroyed while all these other delicious desserts weren't?"

"I was wondering that too," Twilight pointed out. "If they'd all been eaten I would've thought you would be the most likely suspect," She then quickly added. "No offense, Pinkie."

Pinkie shrugged off the comment. "None taken, Twilight. I'm glad you're seeing things my way now," And she explained in exquisite detail about the other desserts. "I mean, just look around you: Donut Joe's Donutopia is a spectacular city of donutty delight, topped temptingly in sprinklicious sprinkles. And Gustave's exquisite éclairs look incredibly edible, with their glistening glaziness. And of course there's Mulia Mild's Mousse Moose. This mouth-wateringly marvelous mousse moose tempts the taste buds of all with its silky, smooth, yummy-nummy chocolateyness."

The studious unicorn felt her stomach start to grumble a little. "Pinkie, you're making me hungry!"

"Sorry, Twilight," The party pony apologized. "But I just don't get it. How could the thief have helped themselves to The MMMM while leaving this trio of tasty treats untouched? It doesn't make sense!"

Just then, the train entered into a dark tunnel. A rather long one at that. And while it was in that tunnel, there came the sound of desperate munching, followed by screaming! When at last the train had exited the tunnel, the other desserts had also been devoured.

The trio of tainted treats added a whole new level to the mystery Pinkie (and Twilight) had been trying to solve. "Maybe I spoke too soon," The pink party pony commented. "Whoever the thief was, they must've just been waiting for the right time to help themselves to the other desserts."

Twilight had noticed that detail as well. "Well, one thing's for sure," She turned to her mystery solving companion. "We're not gonna get anywhere with you just throwing out wild accusations. If we're going to get to the bottom of this mystery, we'll need facts," She proceeded to swap hats with Pinkie Pie and then ordered. "The rest of you go back to your rooms. Pinkie and I will carry out an investigation and find this dessert devourer!"

The rest of the passengers obeyed without question, giving Twilight an opportunity to wipe off the bubble pipe with a rag. Then, she turned her attention to her new assistant and questioned. "Now then, you're sure you were at the scene of the crime all night?"

"What?! I thought you said you weren't accusing me?!" Pinkie Pie gasped! "I didn't eat the other desserts if that's what you're thinking!"

Twilight explained. "I'm not accusing you, Pinkie. I know how much The MMMM meant to you. However, I need to know where you found those clues and when. Maybe you saw something that'll help us find out who did do it."

The pink party pony put a hoof to her chin. "Well, I was just standing by the cake when Applejack came by to help me. But soon after she arrived, I saw a strange figure in the moonlight! So I chased after them!"

The studious unicorn smiled. "Good. Let's retrace your steps." But she was a little bit annoyed when her partner took that quite literally, walking backwards for a while.

Eventually, the two reached the last car on the train as Pinkie explained to Twilight. "When I got here, I tumbled out on the rear-view balcony. But the culprit was gone! It was like they'd just vanished."

"And that's when you found the feather, wasn't it?" Twilight inquired and received a confirming nod. "May I see it?"

Pinkie obeyed, hoofing over the feather she'd been keeping stashed in her mane. "It was right around here, just laying on the ground."

Twilight examined the feather carefully, taking notice of the color of it. She then placed it into an envelope for safe keeping. "I think I know who might have done it," She declared with what sounded like confidence. "However, I'll need more evidence to be sure. That's how being a detective really works, Pinkie. It's about studying a crime scene and interviewing suspects, not just making guesses," Then she questioned. "So, what happened next?"

Pinkie Pie raced back to the dessert car as she recalled. "I returned here, and Applejack was still just standing there. I didn't get a chance to ask her if she saw anything, though. Because that's when I spotted another suspicious figure, and chased them up to the front!" She proceeded to bring Twilight to the locomotive. "However, when I got here, there was only the engineer and the firepony. And the firepony was shoveling coal. They told me they didn't see anything."

"Was this when you found that hair?" Twilight asked.

"I think so. It was right around here." Pinkie agreed as she dug into her mane and retrieved it.

Just like with the feather, Twilight Sparkle studied it closely and carefully. And then she stored in another envelope. "Well, this changes things," She said to herself. "What else, Pinkie?"

"I went back to the dessert car," Pinkie Pie recalled, retracing her steps again. "And that's when the blinds mysteriously closed all by themselves."

"And what happened then?" Twilight questioned.

The pink party pony recalled. "I heard hoofsteps, a loud thud, and then they were gone! Applejack was there the whole time, but I knew she couldn't have seen anything with how dark it was," Then she remembered something else. "Although, when I opened the blinds, I noticed that portrait by the door was all crooked, so I straightened it out. And yes, that's when I found the eyelash." Like with the feather and the hair, she pulled it out of her mane and hoofed it to Twilight.

Twilight Sparkle looked over the eyelash with the same level of thoroughness that she had devoted to the other clues. Then, after placing the eyelash into an envelope, she questioned her assistant one more time. "Then what, Pinkie Pie? Anything else? Anything at all?"

The earth pony mare turned assistant readily replied. "Nope. After that, I stood here and guarded the cake with Applejack for the rest of the night," However, when Twilight shot her a most suspicious and skeptical look she confessed. "I mean, I fell asleep by the cake. And when I woke up this morning, you were there. The cake had already been eaten," She unhappily sighed. "How am I gonna tell the Cakes I not only let The MMMM be ruined, but I also didn't catch the one who did it?"

"You won't have to, because I know who did it!" Twilight firmly declared as her eyes began to glow! "Come on, Pinkie. Let's call everyone back to the crime scene. We have a cunning cake culprit to catch."

Soon afterward, all the other passengers were brought back to the dessert car as Twilight and Pinkie stood before them. Twilight smiled while blowing on the bubble pipe, before taking it out of her mouth to say. "I suppose you're all wondering why I've called you here today."

"Wow, she's good!" Donut Joe exclaimed! "I was just about to ask that myself."

The studious unicorn turned detective giggled. "Exactly," But then her voice took on a more serious tone as she declared. "Pinkie Pie and I have discovered the true culprit of this cake carnage," She proceeded to explain. "You see, when committing a crime, it's crucial that one never leaves behind clues. Especially not a clue as obvious as this one!" She pulled out the feather and held it up with her magic!

Everyone in the car gasped (except for Twilight)! "That's right, a blue feather," Twilight declared. "And that can only belong to one pony! Rainbow Dash!"

"What?! But I don't even like cake!" Rainbow nervously protested.

Twilight shook her head. "Nice try, but the feather proves you were there. Pinkie Pie told me how she chased what she thought was a cake thief through the train, only for the thief to mysteriously disappear," She then pointed out. "Except they didn't really disappear, they just flew up and hid in the ceiling. But the culprit did leave a little something behind."

Pinkie Pie snorted, turning to her pegasus friend! "So it was you all along, Rainbow Dash! How sneaky of you! But you weren't sneaky enough to avoid Twilight! The case is closed!"

Twilight Sparkle knew it wasn't. "Not quite, Pinkie. Rainbow Dash isn't the only culprit in this case. There were others involved too," And she explained. "Remember when you chased another thief up to the locomotive, and you saw the firepony shoveling coal? Well, that wasn't really the firepony. It was somepony pretending to be the firepony. And that somepony left a pink colored hair on the floor."

"But Rainbow Dash doesn't have pink hair," Pinkie protested. "Unless... she was wearing a wig!" And she pulled on Rainbow Dash's rainbow mane, hoping to expose said wig!

Rainbow groaned! "Ow! Pinkie, I'm not wearing a wig! Why would I ever do that?!"

Twilight immediately shut down Pinkie's interrogation efforts. "Pinkie, stop! Rainbow Dash wasn't the one trying to disguise themselves as the firepony," And she pointed out. "The pink hair means it could've only been one pony: Fluttershy! She too took a bite of the cake, doing so while you were busy chasing Rainbow Dash and Applejack was distracted."

Fluttershy gulped and shrank from the harsh gaze Pinkie gave her. "Oh my! I... I didn't mean to."

Pinkie Pie just growled! "How could you?! Don't you know how hard the Cakes worked on that cake?! You're going down, Fluttershy!" She prepared to pounce on the pegasus.

Twilight intervened before a fight could break out. "Leave Fluttershy alone, Pinkie. After all, there's still one more thing we haven't solved yet," And she declared. "Remember when you said the blinds suddenly slammed shut on their own? That wasn't a mystery, that was magic."

"You mean..." Pinkie began as she slowly realized where the conversation was going.

The studious unicorn nodded. "When the thief tried to make their great escape, they left a little addition to the portrait. That was when you found the eyelash," She then added. "By the way, haven't you noticed yet that Rarity seems to be wearing her mane a little bit differently today?"

Rarity protested as all eyes fell upon her. "What? Is it a crime to change one's style now and again? Why, I think it's a crime not to."

Twilight shook her head. "It may not be a crime, but it's not something you'd just do on a whim. Unless of course, you were trying to hide something!" She used her magic to pull back Rarity's mane, revealing a noticeable bald spot above one eye where there should've been something!

The fashionista realized then and there that she'd been caught! "Alright, fine! I'm guilty!" She confessed! "I wear false eyelashes!" Upon realizing what else her missing eyelash implicated her in, she admitted. "Oh, and I'm afraid I took a bite of the cake as well. Normally I wouldn't do it, but I couldn't resist."

"Neither could I." Fluttershy confessed.

And Rainbow Dash confessed. "Same here. You just made it sound so delicious."

"Well, the Cakes will have to know about this," Pinkie Pie said to her trio of guilty friends. "But at least the mystery is finally solved."

However, Applejack then spoke up. "Not quite, sugarcubes. You didn't realize there was another suspect."

"What?!" Twilight nearly jumped in surprise! "But that can't be! I examined the crime scene carefully! There were only three bite marks, and none of the clues implicated anyone else!"

But Applejack willingly confessed. "Haven't you figured it out yet? I took a bite of the cake too! I did it whenever Pinkie Pie was busy chasin' one of the other thieves. Unlike them, I was careful not to leave anythin' behind. But Pinkie made that cake sound so darn temptin', I just had to have some for myself!"

Pinkie couldn't help but grin a little. "Guess maybe even a detective like you could miss something, Twilight."

Twilight Sparkle reluctantly agreed. "Applejack's behavior did have me concerned. But without any clues, I had no reason to suspect she was involved," Then she cautioned. "But we only solved the mystery with The MMMM. We still don't know who devoured the other desserts."

"You're right, Twilight! And that means there's only one thing to do!" Pinkie Pie proclaimed. And she turned her blues eyes towards the detective hat and bubble pipe. "May I?" She offered.

Twilight agreed to swap hats again (and also gave Pinkie back the bubble pipe, after wiping it down of course). "Go ahead."

The pink party pony smiled, delighted to be a detective again! She proceeded to conduct a very thorough inspection of the entire dessert car and everyone in it. No detail was too small to be overlooked. And after only a little bit of inspecting, she proudly announced. "I know who did it!"

"You do?" Twilight asked in uncertainty, only to receive a rather confident nod.

Pinkie grinned. "Elementary, my dear Twilight. For you see, it was none other than:" She paused briefly to build up dramatic tension and then pointed a hoof! "The bakers themselves! 'How do I know this?' You ask? Simple:" She approached the other bakers and pointed out with each one what had given them away. "Gustave has mousse in his moustache! Joe has éclair in his hair! And Mulia has sprinkles in her wrinkles!"

There was a long and uncomfortable silence in the dessert car as all eyes now fell upon the three bakers, each now implicated directly in the destruction of a competitor's dessert. For a while, none of them knew what to say and no one else dared to speak.

At last, however, the silence was broken as one by one each of the bakers confessed and apologized to each other. Gustave Le Grande being the first to do so. "Oh, I am so very sorry, Mulia, but Pinkie made your mousse moose sound... très magnifique. I could not help myself."

"And Pinkie's description of your éclairs really did make 'em sound scrumptious, Le Grande. And they were too." Donut Joe admitted.

"And the way she spoke of your Donutopia, ohh, was too delectable to resist, Joe," Mulia confessed. "A shame I had to tarnish such beauty for the sake of my curiosity."

As the confessions ended, the train screeched to a halt as all realized that they had arrived at their destination in Canterlot. The competition was to begin shortly.

Twilight smiled in satisfaction. "Well, at least the mysteries have finally been solved."

Gustave looked around the dessert car and came to a glum realization. "Yes, but now we don't have any desserts to enter into ze contest! Whatever are we going to do?!"

Pinkie Pie winked and smiled. "I have to make it up to you all for accusing you without proof. Come on, I think I know of a way to fix this. It'll take some real baking magic, but I think together we can pull it off!"

A while later, the national dessert competition officially got underway. The judges were more than a little bit surprised to see that instead of four different entries as they had been expecting, remnants of them had all been combined into one all encompassing cake!

Pinkie was all too happy to share first prize with the other three bakers. "I never should've accused you guys the way I did," She said to them as the first prize blue ribbon was awarded. "It wasn't right of me. I should've known better."

"Seems like a very important lesson to have learned. Might even be good enough for a friendship letter, wouldn't you agree?" A familiar elegant voice asked. And then who should come trotting up on the scene but Princess Celestia herself in all her glory?

"Princess Celestia!" Twilight exclaimed with surprise. "I didn't expect to see you here."

Princess Celestia giggled. "It's okay, Twilight. A princess can have a sweet tooth."

"Well in that case," The studious unicorn offered. "Care for a bite?"

Pinkie Pie then declared. "Don't mind if I do! I'm starving!" And before anyone could stop her, she jumped up and devoured the whole cake in one giant gulp!

All of Pinkie's friends laughed, though Applejack, Rainbow Dash, Fluttershy and Rarity all wondered what the Cakes would have to say when Pinkie told them about what had happened on the train ride to Canterlot. Would Mr. and Mrs. Cake be as forgiving?

Author's Note

This one didn't need as much tweaking. The real problem with it is that it's a mystery episode only because we the audience never see the clues until they're revealed, and in-universe it makes little sense for Twilight to not share them with Pinkie Pie at any point.

Applejack was added as a culprit because it was confirmed afterwards that were was supposed to be a scene of her confessing, while also stating she didn't leave any clues behind. But it was cut. I think that scene was important to add since not every crime has clues that clearly implicate someone (and not all criminals necessarily leave behind evidence).

I did also want to explain Spike's unexplained absence from the episode. It's one of those cases where it wouldn't be such a big deal if not for all of the mane six being present in the episode, and he isn't.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
Sleepless in Ponyville
Wonderbolts Academy
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S3 E6: Sleepless in Ponyville (What If?)

Author's Note

I know, the one Season 3 episode that the fandom seems to be in agreement on as being the best. How could I possibly think of rewriting it? What could I possibly add to it to make it better?

Well, for one thing, even with later episodes introducing the concept of the dream realm, Princess Luna's role in this episode isn't explained the best. And her sudden expulsion from the dream isn't given an in-universe reason. We are probably meant to assume she's responsible for Rainbow Dash coming to Scootaloo's rescue, but if so the episode doesn't even implicate it. So I wanted to try to fix those things and give Luna's role more clarity.

There is also the fact that this episode, despite the first Scootaloo focused episode, doesn't elaborate on her home life at all. It wouldn't be until "Flight to the Finish" that we would actually see that she had a home (and it wouldn't be until "The Last Crusade" that we'd learn for sure that she had parents), though I'd actually established Scootaloo's home in my rewrite of "Ponyville Confidential".

That also brings me to the subject of Dizzy Twister and her being Scootaloo's mom here. Long story short, it was a headcanon that I used much like Twilight and Spike being mother and son for so many volumes. And I didn't want to just throw in show canon with the whole "Suddenly adopted" trope. Hence, like with so many volumes since "The Last Crusade", Dizzy has remained Scootamom in the series. In fact, she's been established in rewrites of episodes like "The Mysterious Mare-Do-Well" (my redo of it from 2018) that take place before this episode.

Hopefully, these and other adjustments aren't a deal breaker for you. If they are though, you can skip ahead to the next rewrite.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
Wonderbolts Academy
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S3 E6: Sleepless in Ponyville (What If?)

Scootaloo was ecstatic and very excited as she rushed through Ponyville on her scooter! She only barely ducked and weaved around ponies before she would've crashed into them! Usually, the tomboyish filly was far more careful with her scootering, especially when out and about on the town. But a recent development had lifted the filly's spirits to such a high state that she could think of little else besides it!

She had to get home as soon as she could! She had to tell her mom what she had just found out! It involved Rainbow Dash. And for a pony like Scootaloo who practically idolized the mare, for anything about Rainbow to get her this excited spoke volumes about what it was.

In fact, Rainbow Dash wasn't too far behind her number one fan. She was tailing Scootaloo from above, keeping a watchful eye on the kid to make sure she didn't crash into anything or anypony. "Come on, squirt," She playfully called. "Slow down a little. At this rate, I'll have to practically do a sonic rainboom just to keep up with you!"

"Sorry, Rainbow Dash!" Scootaloo called back. She slowed her speed just a little. "But I can't wait to get home and talk to my mom about you! I just know she's gonna say yes, she's already met you!"

"Yes, I know," Rainbow nodded. "And I don't think she'd be very happy to see you speeding along so recklessly."

"But you do it all the time." Scootaloo pointed out while continuing to keep one eye on the road ahead of her.

The brash speedster reluctantly blushed. "Guilty as charged. But even so, there's a difference between flying fast through the open skies, and what you're doing on your scooter. And even I crash sometimes. So slow down before you get hurt."

The tomboyish filly obeyed, slowly her speed on her scooter even more. At least she was wearing a helmet though, so if she were to crash she'd be protected. Then, suddenly, up ahead she saw a huge ramp caused by an overturned cart! The little pegasus immediately got an idea in her head, and increased her speed again.

Rainbow Dash looked down and saw the look of fiery determination reflected in Scootaloo's eyes. "Go for it, Scoots!" She cheered in encouragement! "I'm right behind ya!"

Scootaloo didn't need to be told twice! She rolled right up the cart and jumped as her scooter soared into the air! She briefly rose up, still holding onto her scooter with her front hooves but allowing her back hooves to lift off! She buzzed her tiny wings! She was actually flying! Sure, maybe not to the same extent as Rainbow Dash. But it was close enough to count.

Alas, what goes up must come down. The short make-shift flying session ended all too soon as Scootaloo's scooter wheels touched the ground again.

Still, Rainbow flashed a smile. "Nice moves, kid! Kind of reminds me of me."

"Oh my gosh!" Scootaloo eagerly proclaimed, momentarily forgetting to watch the road! "You think I have nice moves, Rainbow Dash?!"

The rainbow maned pegasus mare nodded. "Sure do, kid," But then she happened to spot something up ahead. Or rather somepony. And that somepony was closing in fast on Scootaloo's location! "Kid, watch out! You're gonna crash!" She shouted, hoping to catch Scootaloo's attention!

Scootaloo looked ahead, and her eyes went wide with shock and surprise! In front of her house stood a familiar amber coated pegasus mare with a loosely curly pink mane, a tail that was just as curly that was pink with pale raspberry highlights, and a cutie mark depicting three tornadoes. The mare's moderate rose colored eyes widened in horror! "Oh my gosh!" Scootaloo screamed and slammed on the brakes as hard as she could!

The resulting momentum halt did manage to stop the scooter in time, but it also sent Scootaloo tumbling forward and off said scooter. She was only saved from what would've been a nasty tumble by Rainbow Dash, who caught the filly in mid air and brought her safely back to the ground.

The amber coated pegasus mare breathed a sigh of relief before she scolded. "Scootaloo, don't you think that was going a little too fast?"

"Sorry, Mom." Scootaloo apologized to the mare (who was her mother, Dizzy Twister).

"Not to worry, Mrs. Twister," Rainbow Dash declared with a small salute. "Lucky for her I reminded her before she could crash into you."

Dizzy nodded. "Indeed. Thank you very much for that, Rainbow Dash," Then she looked to Scootaloo. "Now what was all that about? You know I've told you not to go flying along on your scooter like that."

"Sorry," Scootaloo apologized again. "But I was just so excited! There's something I have to ask you! So I had to get home as soon as I could." She was already anticipating what was to follow her big announcement. Yet the filly couldn't have imagined where it would lead, or how it would draw her and Rainbow Dash closer together than they had been before.

"Well, Scootaloo," Dizzy Twister asked as she locked eyes with her own daughter. "What is it that was so important you needed to ask me right away?"

The tomboyish filly took a deep breath. This was it, the moment of truth. Then, all at once she said! "CanIgoonasleepoverandcampingtripwithRainbowDashtoWinsomeFallsplease?"

Dizzy blinked slowly. Then she giggled. "What was that, Scootaloo? You know I'm not as fast as Rainbow Dash. You mind slowing down a little when you talk?"

Scootaloo blushed, her excitement had gotten the best of her. So she spoke again, taking care this time around to talk more slowly. "Can I go on a sleepover and camping trip with Rainbow Dash to Winsome Falls, please?"

"Oh, is that all?" Dizzy questioned in a tone of voice that sounded like she was surprisingly comfortable with the idea.

Now it was Scootaloo's turn to blink, but she was blinking in surprise. "You're... okay with that? I've never been on a sleepover with Rainbow Dash before. And I've never gone camping before."

The amber coated pegasus mare just giggled again. "Scootaloo, you've been on plenty of sleepovers before. And you already spend practically every day away from home. I know I can trust you to behave. And I know Rainbow Dash can be trusted to keep an eye on you. She already demonstrated that fact to me."

Rainbow Dash smiled. "Just doing my best to look out for my number one fan."

Dizzy nodded. "As long as you behave yourself, Scootaloo, you can go on that trip. That means no trying any dangerous stunts on your scooter, no trying to stay up past your bedtime and no wandering off by yourself. I'm giving Rainbow Dash permission to keep an eye on you and make sure you stay on your best behavior, so don't try to get away with anything you couldn't get away with with me or your father."

Scootaloo's eyes went wide with amazement! Everything was working out just as she had expected! "ALRIGHT!" She cheered at the top of her lungs and hugged her female parent tightly! "Thanks, Mom! You're the best, I mean it!"

Dizzy Twister happily smiled as she returned the hug. Then she cleared her throat. "Well, if you're gonna go on that sleepover, you'd best start packing now. I'll help you do it!"

But Scootaloo immediately raced inside her house as she insisted! "No thanks! I can do that myself!" She couldn't wait to share this good news with the one had proposed this sleepover/camping trip in the first place.

The very next day, Scootaloo had already packed her saddlebags and was eager to set off on the trip even though she knew it would be a while. She waited impatiently at the edge of Sweet Apple Acres, right by and just outside the clubhouse she so often shared with her fellow Cutie Mark Crusaders. The clubhouse that also doubled as her home away from home of sorts and the place she always held meetings of the Rainbow Dash fan club.

As the tomboyish pegasus paced back and forth, waiting for the other participants to arrive, she began thinking back to how it was that she had learned of the camping trip (and how she'd gotten the idea to get Rainbow Dash to go along with her).

It had only been just the other day, just after school had let out. And as usual, Scootaloo, Apple Bloom and Sweetie Belle had immediately retreated to the clubhouse. Normally, they would discuss various activities to try in order to hopefully get their cutie marks.

But that day had been different, because Scootaloo couldn't stop gushing about Rainbow Dash! "I just need to find a way to spend some time with her, y'know, so she can see more of my awesomeness," She boasted to Apple Bloom and Sweetie Belle. "If I can do that, I just know she'll take me under her wing and become like my big sister: Just like Applejack and Rarity for you girls. But it's so hard having to always take a balloon ride up to Cloudsdale, or spend all my time trying to track down Rainbow Dash in Ponyville."

Fortunately, Apple Bloom had an idea. "Well, I reckon I can help with that," And she quickly explained the idea that had just come to her mind. "Applejack and I are supposed to be campin' up at Winsome Falls this weekend. And if there's anypony who knows how to get in touch with Rainbow Dash, it's my big sis. They always seem to be competin' about somethin'," She briefly chuckled before clearing her throat. "Anyway, maybe I could get my big sis to invite Rainbow Dash, and then you could come too!"

"No way! Really?!" Scootaloo eagerly exclaimed! The prospect sounded too good to be true.

The farm filly gave a firm nod. "Sure, it's worth a shot. After all, ain't that what friends are for? Doin' favors for others?"

"Oh, I guess." Scootaloo sheepishly grinned upon realizing she hadn't thought of that.

Sweetie Belle quickly took attention away from Scootaloo as she longingly confessed. "I wish I could go too. It doesn't seem fair that I'd have to miss out."

Apple Bloom was quick to point out. "Who says ya have to? You forget my big sis is also friends with Rarity. Besides, I reckon Rarity and your parents won't mind you taggin' along with us. My big sis alone is quite trustworthy."

Sweetie Belle squeaked with joy! "Great! And I'll get Rarity to come too! I've got a secret weapon! Besides, Rarity loves camping!" As she finished speaking that sentence she started to rub her hooves together while a faint smirk formed on her face.

A short time later, Sweetie Belle had gone back to Carousel Boutique and immediately told Rarity of her offer. Naturally, Rarity was anything but amused with the idea. "I despise camping!" She hissed. She couldn't believe her little sister didn't already know that fact. She then shuddered. "All of that... nature. It's not for me."

Sweetie simply sighed. "Well, Applejack's going with her sister, and Rainbow Dash is practically a big sister for Scootaloo and she's going. But, y'know... if you don't wanna spend time with me then you... don't wanna spend time with me." She then adopted the best pair of puppy dog eyes and pouted, looking as sad as she possibly could.

It worked like a charm. Rarity wasn't willing to say no to Sweetie when she was like this. "Oh, alright," She relented. "I'll let Mother and Father know so they don't get freaked out if they can't find you and I'm not around. However, I will need to find an outfit more appropriate for 'roughing it' as it were," And she trotted off to do just that while groaning. "Ooh! What have I gotten myself into?!"

Sweetie laughed as she looked to her fellow fillies. "See? I told you she'd wanna come."

Time seemed to tick slowly for Scootaloo even as that flashback had ended. Not long after those events, she had raced home to ask her mom. And by a stroke of luck, Rainbow Dash had found out and followed Scootaloo home as a result.

Everything was falling into place. So what was taking the others so long? Especially considering Rainbow Dash was a part of this sleepover/camping trip, it didn't make sense for the rest of the group to be so slow. They should've all been ready to go by now.

Fortunately, the tomboyish pegasus didn't have to wait much longer. Soon, over the horizon she could see Apple Bloom and Applejack approaching. And they too had saddlebags filled to the brim with supplies. In fact, it was possible to overhear them sharing a little conversation with each other as they made sure they had what they needed.

"You remembered to pack bug spray?" Applejack questioned Apple Bloom.

Apple Bloom nodded. "Yup," Then she asked Applejack. "You got the canteens, right?"

Applejack nodded back. "Eeyup," She briefly laughed at the perfect impersonation of her brother's signature way of talking, before she declared. "Reckon we're all set then, and just in time too."

Just then, Rarity approached with what appeared to be a very heavy cart filled to the brim with multiple bags and even a trunk behind her. She wore a yellow bonnet that displayed her cutie mark, as well as a yellow scarf tied in a butterfly knot. She also had a pink and flowing dress with a red stripe down the middle and white stripes to either side of the red stripe, white leg sleeves and yellow heels for her hooves. A pair of violet-red sunglasses balanced on her nose.

Except it turned out that Sweetie Belle was the one hauling the cart, visibly straining herself with every step she took.

Rarity didn't seem to be bothered by this as she greeted the others. "Hello there. Sorry for being late, but I've always said you can't rush fabulosity."

Applejack couldn't help but tease. "Gee, Rarity, took ya long enough. Did you remember to pack only the essentials?"

The fashionista unicorn snorted. "Oh yes, laugh it up now. But we'll see who gets the last laugh when you're absolutely desperate to curl your lashes, and you realize you didn't bring your eyelash curler."

Apple Bloom, meanwhile, saw fit to question. "How come you're makin' Sweetie Belle into a pack mule? It's your supplies in that cart, ain't it?"

Rarity was quick to defend herself. "Well, there are downsides to guilt tripping me. Hopefully, this will teach Sweetie Belle a lesson about using her looks to get what she wants," Upon realizing she was kind of guilty of that herself, she added. "I know, it's a bad habit of my own that I've been trying to kick. All the more reason why I don't want Sweetie Belle to start doing the same. Besides, she gets to sleep with me in luxury, so it all evens out."

"Okay then," The farm mare declared. "I reckon we should be good to go now."

But Scootaloo took notice of a lack of somepony in the group as she protested. "But what about Rainbow Dash? Isn't she supposed to be coming on this trip too?"

Applejack gave a firm nod. "Of course she is. She didn't want the rest of us slowin' her down, so she agreed to scout ahead and meet up with us at our first campsite."

"Oh." Was all the pegasus filly could say in response.

"Any more questions?" Applejack then asked and thankfully received no replies. "Alright then, y'all, let's move out!"

"Are we there yet?" Rarity whined sometime later while the group was trotting through the woods.

"The last thousand or so times you asked that, the answer was no," Applejack groaned before pointing out. "But this time it's actually yes, 'cause there's Rainbow Dash up ahead. Looks like she's already gettin' a head start on makin' a pit for the fire."

And indeed, the brash speedster was proudly showing off her skills. Using her legs, she delivered karate kicks that chopped down several trees in the blink of an eye! Then she threw the logs she had gathered down in a small circle, ready to surround them with stones to create a proper fire pit. And she made every step look so easy.

"Hey, what took you girls so long?" Rainbow Dash remarked with a hint of impatience. "You get lost or something?"

Applejack immediately gestured a hoof to Rarity while declaring. "Some of us didn't know the meanin' of packin' lightly, so we were slowed down. Besides, we ain't all as fast as you!"

Rainbow did her best not to look too annoyed with Rarity. "I might have guessed."

Fortunately, Scootaloo flashed a smile as she not so secretly made her way up to the bigger pegasus. "Don't worry about her, Rainbow Dash. We're here now, so now we can get to hangin' out and getting to know each other better!"

"Once we get tents set up," Applejack called out. "So come on, y'all. No more time to waste! We need those tents ready by nightfall."

Everypony pitched in, even Rainbow Dash. Soon, two tents had been set up a ways back from the firepit (which had been set near some logs that were big enough to sit on): One was brown in color and the other was green. Strangely enough, Rarity spent most of the time fussing over her bags as though she were looking for something, but even she helped with the other tents from time to time.

Sleeping arrangements were worked out soon afterward as the tents were being nailed down so they wouldn't blow away in the wind or fold in on themselves. Unsurprisingly, each filly was given a tent that belonged to their corresponding big sister (or big sister figure in Scootaloo's case).

"So, I'm sharing a tent with you, huh, kid?" Rainbow Dash questioned. "Guess that'll make it easier to keep an eye on you. That is, if you wanna sleep in the same tent as me."

"If that's okay with you. I'd feel a lot better with you than if I had to share a tent with Applejack or Rarity." Scootaloo replied. Much as she didn't mind the other mares' company, they really didn't compare to hanging out with Rainbow Dash.

Rainbow was happy to agree. "Sure thing, just as long as you don't snore," In a somewhat serious tone of voice she questioned her unofficial charge. "You don't snore by any chance, do you?"

The tomboyish filly nearly jumped back a bit as she nervously answered. "Nope. No way. Not me. Never snored a day or night in my life. Nopony's ever said anything about me snoring, either at home or at sleepovers."

The rainbow maned pegasus smiled and lightly stroked Scootaloo's mane with a hoof. "Then you and I are gonna get along just fine. I'll have to remember to thank your mom for letting me tag along with you, although I probably would've come along anyway. No way I'd miss an awesome camping trip and a chance to relax for a whole weekend!"

Just then were was a rather loud popping sound, followed by a sudden whoosh of wind! All eyes turned to the source, and saw that it was Rarity's tent that was making the noise. Her tent was an inflatable one and it was massive! It was at least two stories tall and had an elegant purple color to it, along with yellow and orange trim. It had a balcony (which Rarity was currently leaning out of) and a flag pole with a small white flag flapping in the breeze. For the windows, there were violet-purple curtains.

Rainbow Dash was the only one to make a comment about the sheer ridiculousness of the huge tent. "You have got to be kidding me." Yet it was there for all to see. Small wonder Rarity had packed so much.

If Rarity was aware of the looks she was getting from the others, she didn't acknowledge them as she instead carefully levitated over a small vase and called out. "Sweetie Belle, do be a dear and see if you can find some fresh flowers for my bedside vase. Be careful not to wander too far now."

Rainbow saw the display and while flicking her mane with a hoof declared in a sweet tone of voice. "Scootaloo, do be a sweetheart and see if you can gather some firewood for us."

Both Scootaloo and Apple Bloom laughed at the pegasus' perfect impersonation of Rarity.

Rainbow waited for the laughter to die down before she adopted a more serious tone of voice. "Seriously though, kid. Can you get us wood for the fire? I'm not doing everything around here, you know."

"Of course! Be right back!" Scootaloo gave a salute and rushed away to gather what had been asked of her. She returned shortly with a good assortment of small, dry branches and sticks that would be perfect for a fire.

That night, as Celestia's sun set off to the west and Luna's moon rose into the night sky, Rainbow Dash took the liberty of using the wood Scootaloo had gathered to start a fire. Soon came a spark, and it wasn't long before a small but healthy fire was crackling away in a pit, surrounded by rocks and providing a nice source of illumination in the otherwise pitch black woods.

"Ah, that's good," The brash speedster proclaimed and then encouraged. "Everypony get comfortable, 'cause I'm about to tell you all the best story you've ever heard."

"Ooh! Ooh!" Scootaloo eagerly exclaimed as she jumped up! "Is it the one where you did that awesome sonic rainboom at the Best Young Flyers competition? That was all every pegasus in Ponyville and Cloudsdale was talking about for weeks afterward! There's no way any story could top that!"

"Okay, maybe the second best story you've ever heard," Rainbow corrected. "But probably still the scariest," And she then questioned. "You all like scary stories, right?"

Scootaloo nodded after briefly gasping and pretending to be scared. "You bet! What's a sleepover or camping trip without scary stories?!"

"Excellent!" Rainbow smiled with glee, and then she launched right into her ghost story. She took great care to establish a spooky atmosphere in order to put her listeners in the proper mood. "It all happened on a night just like this one, in a forest, just like this..."

The story went on for a little while before Rainbow Dash got to the truly scary part (at least in her mind). "...And then the Olden Pony asked the mare 'Who's got my rusty horseshoe?'" She delivered the last part in the best old sounding voice she could muster up.

"N-not me!" Sweetie Belle stuttered and shuddered, and she wasn't the only filly who was starting to become frightened.

There was a suspenseful pause before Rainbow shouted! "You do!" And just then, a small ember suddenly sparked for a brief second!

That was enough to make Sweetie Belle and Apple Bloom scream at the top of their lungs as they both jumped a bit!

Scootaloo jumped too, but quickly cleared her throat to avoid anypony thinking she had been screaming too. "Sorry, something in my throat," She quickly insisted. "I wasn't really scared. At least, not for more than a second or two," And while nervously laughing she told Rainbow Dash. "Great story, though. Bet you totally used to scare everypony out of their wits with that story when you were younger!"

"Heh, we're more alike than I thought, Scoots," Rainbow Dash chuckled afterward. "You're fearless as I am. Of course a campfire story like that won't scare you. You do far scarier things on your scooter every day."

The tomboyish filly nodded while nervously insisting. "Y-yeah, fearless. That's me." But just after she spoke an owl hooted, creating a somewhat unsettling atmosphere in the woods.

Rarity was quick to comfort a frightened Sweetie Belle as she sweetly told the filly. "Don't worry. Rarity is here to keep you safe and sound. No olden pony would be a match for me!"

And Applejack yawned as she picked up a frightened Apple Bloom and headed to bed. "Now don't you fret, sugarcube," She told her little sister. "There's no olden pony in our tent."

Now alone with Scootaloo, Rainbow Dash questioned. "You sure you're not scared, Scootaloo? Not even a little? It was just a ghost story, you know. It's not real."

"I know that, I do!" Scootaloo insisted, once again in a nervous tone of voice. "You don't need to worry about me. I've heard much scarier stories at other sleepovers."

The brash speedster yawned. "Well, I'm gonna hit the sack. Come inside when you feel like it, okay? And remember, if you need something, just ask me." Then she retreated into the green colored tent, leaving Scootaloo all alone outside in the woods (after putting out the fire of course).

Now all alone, it didn't take long for the filly to grow frightened. Without a source of light, the forest looked rather spooky. And strange noises only contributed to the unsettling atmosphere.

Still, Scootaloo tried to play it cool and tried not to let her mind get the best of her. It was a task easier said than done as twigs snapped and leaves rustled, stirred up by a sharp, cold breeze. "Just... just my imagination," The tomboyish little pegasus murmured to herself even as she began to retreat towards the tent she'd share with Rainbow Dash. As she did so, she could hear what sounded like branches ominously creaking in the distance. "That's... that's not the thundering hooves of the olden pony. I'm..." She gulped. "Not scared!"

But all the bravery left Scootaloo as soon as she heard a wolf's howl split the night air! "Gah!" She cried and raced into the tent as fast as her little hooves would let her! She didn't even look to see if Rainbow Dash was awake, she just dove right for her own sleeping bag and curled up in it until she was certain she was safe. It was only after she'd done so that she could hear snoring, and realized it had to be coming from Rainbow Dash.

"Good," The frightened filly thought to herself. "At least she didn't see me get all scared over nothing!" Then she shut her eyes, trying to tune out any thoughts of Rainbow's scary ghost story while trying to fall asleep.

Scootaloo was stirred awake sometime later by the sound of distant muttering, almost as if somepony out in the forest was whispering something. And it seemed like only she could hear it. "W-who's out there?" She called as she left her sleeping bag and peered out of the tent. "Whoever you are..." She tried to pluck up courage. "Just go away! Leave us alone!"

Summoning what felt like courage, the filly slowly crept out of the tent entirely and out into the woods. But things looked a lot different. Even the sky itself didn't seem right anymore, it now had an ominous shade of red to it. And when the little pegasus stopped to look, she saw herself surrounded by creepy looking trees. "I'm... I'm warning you, whoever you are," She again tried to sound brave! "I know Rainbow Dash, and she's not a pony you wanna mess with! So you'd better go home right now... o-or you'll be sorry!"

But then, from the darkness called a wicked, raspy voice. "Who's got my rusty horseshoe?"

With a gasp, Scootaloo took off running! As she ran past the trees, she thought for a brief moment she had seen Princess Luna. But when she stopped to look again, the night princess was nowhere to be seen. And unfortunately, because Scootaloo had stopped, she now felt a branch brush against her blank flank. Her grayish-purple eyes immediately widened to the size of dinner plates when she saw the most frightening face on the tree trunk! It took her a moment to realize it was just her imagination.

Just then, a silhouetted figure in the form of a rather elderly looking mare appeared before the filly! The mare seemed to be an earth pony because Scootaloo could see no wings or any sign of a horn. The earth pony had an ash gray coat, a ghostly white mane and tail that were slightly bushy and blood red eyes. Her cutie mark was obscured by a long, black cloak and hood. And her face was covered with wrinkles that made her look even older than Granny Smith. There was no mistaking it, this had to be the olden pony from the ghost story! She was real after all!

The olden pony looked Scootaloo in the eyes and asked her. "Who's got my rusty horseshoe?"

Screaming at the top of her lungs, the tomboyish pegasus filly ran all the way back to the tent without bothering to look back! She rushed inside and sealed the tent shut, convinced she'd given the olden pony the slip. But something was still wrong. She couldn't hear Rainbow Dash snoring. Had the older pegasus stopped somehow?

There was only one way to find out. Against her better judgement, Scootaloo approached the sleeping bag on the left side of the tent. "Rainbow Dash?" She hopefully asked.

But instead of Rainbow Dash, the face of the olden pony popped up and shouted! "You do!"

Scootaloo screamed again at the top of her lungs! And seconds after she did so she woke up with a start! It had all been a dream. A really frightening dream.

Try as she might, the frightened filly couldn't get back to sleep after a nightmare like that. She stayed awake for the rest of the night, murmuring and humming to herself. And she was still doing so as the first rays of Celestia's sun peeked up over the horizon.

Rainbow Dash yawned, unaware of what had transpired the night before. "What's that noise?" She asked Scootaloo only to receive no reply. She decided not to dwell on it. "Don't know about you, but I totally slept like a foal last night."

"Yeah, best night ever." Scootaloo replied, yawning a bit herself.

Rainbow smiled as she opened the tent up and the sunshine slip in. "Glad you're rested up, because we've got a long trek ahead of us. Totally gonna be worth it when we get to Winsome Falls, though."

Scootaloo winced from the sunlight, more so because of her lack of sleep the night prior than anything else. But she did her best not to show it outwardly even as her eyes twitched a bit.

"Hey, were you up late last night, Scoots?" Rainbow questioned when she noticed the bags under the filly's eyes. "I thought I told you not to stay out too late."

"Oh, s-sorry," Scootaloo stuttered and seemed to look rather guilty. "Just... couldn't get to sleep thinking how awesome you are. But I tired myself out eventually."

The rainbow maned pegasus mare seemed to accept the statement without hesitation. "Well, just don't let it happen again, okay? A growing filly like you needs her beauty sleep," Then she exited the tent. "Now come on, help me take down this tent so we can get going! Don't want the others to leave us behind, do you?"

Scootaloo shot up almost like a rocket. "No, of course not!"

Rainbow Dash joined the group this time as they slowly hiked along through the woods. Progress was slow, especially due to the heavy cart Rarity had insisted on bringing with her (even though she wasn't the one pulling it).

It didn't take long for the fashionista to complain! "Goodness, I think I'm sweating!" But when she turned back to see her little sister straining to pull the cart, she tried to save face by pulling Sweetie Belle close. "Oh, uh, but it's absolutely worth it to get to spend time with my little sister," And then she apologized while blushing. "Even so, I think the cart is getting heavier."

Applejack only groaned and grumbled. "It's your own fault for packin' so many things, Rarity. But I don't care how heavy you think that cart is or who pulls it. All I know is, if we don't get a move on and pick up the pace, it'll be dark before we even reach the next campsite!"

Upon hearing the word "dark" Scootaloo began to panic! She was absolutely terrified of what another dark night in the forest would be like, especially if she had to hear another scary ghost story from Rainbow Dash. But she didn't want to admit to such a thing, so instead she started to buzz her wings while riding on her scooter. And she offered. "Why don't I ride out ahead and make sure we have a clear path? I mean after all, we don't wanna be out here after dark, right?"

Rainbow Dash shrugged her hooves. "Doesn't matter to me when we get to the next campsite or where we camp for the night."

Realizing it would look awfully suspicious, the tomboyish filly quickly invented an excuse so that she wouldn't have to admit how scared she was. "It's just for the scaredy ponies among us," She nervously chuckled. "Not me, of course," And off she rode, determined to get ahead and reach the campsite before night time. But her lack of sleep from the night before was starting to catch up to her now, making it difficult for her to keep her eyes open. "Don't fall asleep now... " She yawned after a thump and (corresponding bump from her scooter) briefly jolted her back to her senses. "Got to get to that campsite before dark..." But then she closed her eyes and veered off the beaten path.

Scootaloo didn't realize where she was going as she dozed off. Her scooter slid down a slope, over a bunch of hungry crocodiles (using their snouts as makeshift logs), past a hungry bear and through a bunch of leaves and twigs. It was only by a stroke of luck that she returned to the path just as the others were crossing it, and that was when she woke back up again. She tried to make it look as if she'd wandered off course on purpose. "And that's why we should just stay on the path instead of going through the bushes."

Applejack wasn't so convinced. "Sugarcube, you're lookin' mighty jumpy today. More jumpy than a worm in an apple on cider makin' day. What gives, Scootaloo? What's eatin' ya?"

"Who? Me? Nothing!" Scootaloo denied any possibility of anything being wrong. "Just getting my exercise! You know how important it is to stretch out those hindquarters every so often," Then she zipped over to Rarity and Sweetie Belle and proposed. "Uh, need any help there?"

Rarity smiled. "That's so sweet of you to offer, Scootaloo. Thank you. Sweetie Belle could use a break."

"Yeah," The tomboyish filly agreed as she was hitched to the heavy cart. "What are friends for, right?" But then she strained herself considerably as the weight of the cart and its contents pressed down on her. No wonder Sweetie Belle was struggling so much.

Despite Scootaloo's best efforts to speed things up, it was still dark by the time the other ponies decided to stop and rest.

"No need for tents tonight, I reckon," Applejack commented as her sap green eyes surveyed her surroundings. "We'll take shelter in the cave. That is, as long as some critter ain't callin' it home."

"Hold on, I'll check!" Rainbow Dash replied and zoomed right into the cave! She came back out in what seemed like only seconds as she proudly proclaimed. "Nope: No bears, bats or any other creatures lurking," And she rubbed her hooves together. "This cave is perfect for the story I'm gonna tell tonight! If you thought the olden pony was spooky, just wait 'til you hear this one! Don't blame me if you have nightmares," Then she declared. "All we need is a good fire, and we're all set."

Scootaloo knew what that meant. She hadn't even volunteered and she'd been assigned to gather up the firewood just like the day before. The difference was that this time it would be at night. And in a section of the forest that looked even spookier and creepier than the one from last night. But she tried to pluck up courage. She already had Applejack suspecting something, she couldn't risk anypony else catching on. Not if she wanted to maintain her reputation. "I'll be right back with lots of firewood from the deep... dark... not-scary-at-all forest!" The filly nervously declared as a wolf howled.

"Great! Thanks a bunch," Rainbow smiled. "I was about to get it myself, but if you wanna do it instead go right ahead."

But the frightened tomboyish pegasus couldn't bring herself to take even one step into the forest, that's how unnerved she was. It was really bothering her. She couldn't go on being this frightened if she wanted to be accepted by Rainbow Dash. "I can do this," She gave herself a quick mental pep talk. "On the count of three, I'll go get those branches." And she slowly counted to three, only to find that she couldn't summon up the courage.

Applejack began to shiver as she impatiently called. "Hey, Scootaloo! What's the hold up?! It's gettin' colder than a timberwolf's toenail. Hurry it up with the firewood."

Realizing she couldn't delay it any longer, Scootaloo rushed out and hurriedly grabbed what few branches she could see before her. She didn't dare try to venture any further off the path or any deeper into the woods. Laughing nervously all the while, the filly rushed back to the makeshift camp site and deposited her small stash of firewood into the pit. "Here you go!"

Rainbow Dash eyed the small collected sample with skepticism. "That's it?"

Scootaloo nodded and tried to play it cool. "Best I could do, 'cause, y'know, there aren't that many trees around here!" Only after she said that she did realize how bad a lie that was. She'd spotted plenty of trees, and she was certain everypony else knew this too.

Fortunately, nopony seemed to mind as Applejack just declared. "That's all we need to get a fire goin'. Why don't you go sit with Rainbow Dash?" Reluctantly, the little pegasus did just that.

It wasn't long until Rainbow had gotten the fire going. And just as quickly, she began to launch into her ghost story. "Now then, where was I? Oh yes, the scary part." She let out an evil laugh.

Not wanting to hear another scary ghost story and have another night of nightmares, Scootaloo tried to shut it down as she offered. "Hey, I have an idea! How about I tell tonight's story instead?"

The rainbow maned pegasus was happy to oblige the filly's request. "Okay, just be sure to make it a good one."

So Scootaloo did. She didn't care that she didn't have a ghost story or anything similar, she was just hoping she could pass the time until it was time to go sleep. With any luck, if she didn't hear a scary story, she wouldn't have nightmares again tonight. "There once was a really really nice pony who lived in a bright and sunny land, where there were rainbows every day, and lots and lots of happy friends, and–"

Rainbow Dash yawned and interrupted. "-No offense, kid. But that's not much of a story. That's okay, you did fine for a first timer. Now just get comfortable and watch how a pro does it!" Then she adopted a spooky tone of voice as she began her story. "I've been told that these very woods are haunted. 'By what?' you may ask? Why, by the headless horse of course! It only gallops at night!"

Applejack saw fit to chime in at that very moment. "I've heard this story before, Rainbow Dash. Everypony has. And you know what nopony can explain: If this thing doesn't have a head, then how in tarnation does it know what time it is or where it's goin'?"

Rainbow groaned in annoyance. "I said it's headless, not brainless. Even ghosts and spooks have brains. And every night, this ghost goes looking for little lost ponies."

"So where's its brain, then?" Rarity questioned. "Seriously, Rainbow Dash. The headless horse is a ghost story that's been told at sleepovers and around camp fires for ages. Just about everypony's heard of it by now."

"I... I haven't." Scootaloo reluctantly admitted.

The rainbow maned pegasus took that statement as satisfaction that her hecklers were wrong. "Not everypony just yet. Now let me finish or we're gonna be here all night!"

It seemed like a good deal of time passed before Rainbow Dash's terrifying (and apparently popular) ghost story drew to a close as she declared. "And they were never heard from ever again!"

Apple Bloom and Sweetie Belle screamed for a moment, before they started laughing. They'd remembered the story from a previous sleepover. They didn't know Scootaloo wasn't so fortunate.

Afterwards, as her fellow Crusaders huddled close to their big sisters, Scootaloo nervously asked. "It's not time for bed yet, is it?"

"'Fraid so, Scootaloo." Applejack declared.

Scootaloo's nervousness only grew as bed time seemed to be drawing near. "Wait!" She cried out, trying to think of a way to delay (or even prevent) the inevitable. "We... we haven't even sung any campfire songs yet!"

Sweetie Belle smiled. "You don't have to ask me twice! I'm on it!" She climbed up onto a rock and began to sing at the top of her lungs! "Ninety-nine buckets of oats on the wall, ninety-nine buckets of oats!"

Only Scootaloo was able to stay awake through the whole "ninety-nine buckets", bobbing her head to her fellow filly's beat. She normally would've hated listening to such off-key singing, but this time she didn't care if it meant she could stay up and not have to go to bed.

Alas, when Sweetie's song ended, everypony else headed off to bed within the cave (despite the lack of need for tents, Rarity had still set up her luxurious tent inside the cave).

"Oh, just one more song, please?!" Scootaloo offered, still not wanting to go to sleep. "How about a dance contest?" After receiving no takers she proposed. "I have a brilliant idea! Hide and seek! Who's with me?"

"Maybe tomorrow, okay?" Apple Bloom yawned.

And Applejack again seemed to know what was really behind Scootaloo's antics as she questioned. "Seems like you don't really wanna go to sleep tonight. Is there some reason why?"

The tomboyish filly quickly denied the accusation. "Nah, why would there be? It's just..." She quickly thought up a lie. "I love camping and hanging out with Rainbow Dash so much that I don't wanna waste a single minute with sleep!"

Rainbow appeared to smile ever so faintly as she told the little pegasus. "That's nice and all, but even a pony as awesome as me needs her shut-eye. We talked about this this morning, you need your sleep."

Scootaloo groaned, realizing she couldn't put off sleep any longer! "Ugh! Fine!" Slowly but surely, she shut her eyes to the sound of water dripping from the ceiling of the cave.

The dream this time was just as bad as the one before. Scootaloo found herself running through a lonely forest! This time, however, she wasn't being chased by the olden pony. She was being pursued by the headless horse. Yet try as she might, she couldn't escape no matter how fast she ran! "I wanna be heard from!" She cried, knowing what would happen should the headless horse catch her (as it seemed likely to do)!

Suddenly, the frightened filly tripped and tumbled, rolling down a slope! By the time she had recovered, the headless horse had caught up to her and was closing in fast! "It's all over!" Scootaloo cried and shut her eyes, waiting for the end to come.

But then, out of the blue a gentle and reassuring voice echoed. "A warm welcome to you, Scootaloo." Then the headless horse disappeared in a poof. And taking its place was an alicorn with a dark blue coat and moderate cyan eyes. Her mane and tail were sapphire blue with grayish blue outlines, and they flowed just like Princess Celestia's mane and tail were known to do. Her cutie mark depicted a crescent moon and was surrounded by a black splotch on her flank, a similar marking appeared around her neck.

It took Scootaloo a moment to recognize who this alicorn was. She had seen her once before, on Nightmare Night. "Princess Luna!" She cheerfully cried! Never in all her life was she so glad to see a friendly face. "You were the headless horse all along?"

Princess Luna smirked a bit while shaking her head. "I was not. You are mistaken, though I hope not disappointed."

The tomboyish filly breathed a much needed sigh of relief. "Oh, you're so much better than the headless horse!" But there was something that puzzled her as she pondered. "But what are you doing out here? Shouldn't you be in Canterlot?"

The night princess explained. "I am the princess of the night, Scootaloo. Thus, it is my duty to come into your dreams to aid you."

"Wait, this is a dream?" The little pegasus questioned as she looked all around. "But it feels so real!" However, when she reached out a hoof to touch Princess Luna, she was surprised to see it instead brush up against an invisible barrier. The noise echoed everywhere.

Luna smiled. "As real as this seems, it is but a dream. It cannot last forever."

"I thought I saw you last night," Scootaloo realized. "Why didn't you show up then?"

The alicorn simply explained. "I cannot be in every dream every night. I monitor dreams from the dream realm, and travel to them as needed to combat nightmares. I sensed your distress early on this evening, and knew you would need my help," She was quick to warn. "However, you should know that when you wake up, what you fear the most will still be there."

"The headless horse is real after all?! But I thought it was just a ghost story!" Scootaloo exclaimed, shuddering with fright.

Princess Luna frowned as she questioned the troubled little pegasus. "Is The Headless Horse really what frightens you the most, child? Be honest."

So Scootaloo reluctantly confessed. "No, that's not it. It's Rainbow Dash. I'm afraid she'll find out I'm not as tough or cool as she thinks I am. This is my big chance to finally show her how great I am, I don't wanna mess it up! And these stupid nightmares are gonna ruin everything."

Luna trotted forward and put a hoof to Scootaloo's chin, looking the filly deep in the eyes. "If you remember but one thing tonight, Scootaloo, it should be this," She cleared her throat. "Everypony has their own fears. The deepest ones are those we won't admit, even to ourselves. But face them we must, or the nightmares will continue."

Just as the princess of the night had finished speaking this, Scootaloo rubbed her shoulder and started to whine nervously. The barrier from before vibrated again, creating visible shockwaves! And before her very eyes, the filly saw Princess Luna retreating!

"You're waking up! I must go!" Princess Luna called as the wind picked up. "Remember what I told you: Face your fears, Scootaloo!" And it was the last thing spoken before the dream ended.

Scootaloo woke with a start once again! "Princess Luna?!" She exclaimed and looked around, quickly realizing where she was. She was in the cave with the others, and her ears could hear the sound of water dripping from the ceiling.

But something had caused the filly to wake up. And she knew what it was. The dripping water reminded her of something she hadn't taken care of before bed. Not wanting to disturb the others (especially not Rainbow Dash), the tomboyish pegasus slipped out of the cave to resolve the issue. She felt a little bit better after that. Maybe she could even fall back asleep. She wasn't thinking about the ghost stories anymore, so hopefully her nightmares would cease (for a while, anyway).

However, as the child returned to the cave, she heard what sounded like a distant whinny! "W-what's that sound?!" She asked herself even though she knew she wouldn't get a reply. She retreated from the cave entrance, jumping onto her scooter! "I'll.. I'll lure it away!" She said to herself! "Yeah! That'll show Rainbow Dash I'm not afraid!" Satisfied with her mental pep talk, she slapped on her helmet and sped away!

Unknown to Scootaloo, Princess Luna had seen the whole thing play out from within the dream realm. And she was anything but pleased. "Scootaloo." She sighed and frowned, realizing that there was only one thing to do! One way or another, the filly was going to have to confront her fear head on!

Scootaloo sped alone through the dark forest! She'd forgotten all about her promise to her mom not to try anything so dangerous! She was determined to get as far away from that whinny as possible! Only when she was certain it was gone would she return to the cave, knowing that it would look awfully concerning if she wasn't in her sleeping bag when the sun came up.

Unfortunately, the lack of familiarity with the woods meant Scootaloo was heading for trouble! She couldn't truly see where she was going! Suddenly, there was a bump and she was thrown off her scooter! She plummeted into a raging river, the current sweeping her along even as she desperately fought to stay afloat and swim back to shore! Frantically, she grabbed the first thing she could spot, a branch hanging by itself just above the river. Grabbing it, the frightened filly held on for dear life!

"Hello?! Is anypony out there?!" Scootaloo called to the darkness. She would give anything to be safe and sound on dry land again, even if it meant confronting one of those scary ghost stories Rainbow Dash had told.

But no help came. Instead, the branch broke off and Scootaloo fell back into the river! She screamed out for help and tried in vain to fight against the current, but there was nothing she could do! To make matters worse, the filly quickly saw that she was being pulled towards a raging waterfall! And she knew her tiny wings wouldn't be able to slow her descent! If she went over the waterfall, she was sure to die!

Yet just as the tomboyish pegasus went over the fall's edge, she was snatched up in a rainbow colored blur! And a familiar voice shouted! "I gotcha!"

Scootaloo quickly realized to whom she owed her rescue, none other than Rainbow Dash! She was practically ecstatic! "Rainbow Dash! Thank you! Thank you!"

Rainbow Dash didn't respond, she just continued to fly until at last she was able to set the waterlogged filly safely back on dry land. Immediately, she shot said filly a harsh glance as she sternly scolded! "What in the hay are you doing out here in the middle of the night?! Do you have any idea what could've happened to you?! You're lucky Princess Luna came and woke me up, telling me you were in trouble! If she hadn't... well... we wouldn't be having this conversation right now! What would have I told your mom then?!"

"I'm... I'm sorry, Rainbow Dash!" Scootaloo sniffled as she was overwhelmed with guilt! "I was just trying to be brave like you, but..."

"But what, Scootaloo?!" Rainbow Dash questioned with frustration and concern. "This isn't being brave! This is being careless! What could've possibly caused you to wander off into the woods by yourself?!"

The tomboyish pegasus filly whimpered, shrinking from Rainbow's gaze. This was it, this was exactly what she'd feared the most. There was no way Rainbow Dash would agree to be her big sister now, not after this. However, when she looked up, she happened to see a shadowy face on the moon. She realized at once who that face must belong to.

"Scootaloo," The familiar voice of Princess Luna whispered. "It is time for you to face your fears, like I told you before."

Holding back the tears as best she could, Scootaloo confessed. "I'm so, so sorry, Rainbow Dash! I just wanted you to hang out with me and see how cool I was. I so sure you'd take me under your wing, teach me everything you know, and become like my big sister! This was my first real chance to just hang out with you all by myself. No more idolizing you from afar, no more meetings with my mom, just you, me and nopony else," She then sighed, looking down at the ground. "But then you started telling those spooky stories and I got scared! I couldn't sleep, but I didn't wanna tell you why because I thought you'd look down on me if I did. I told myself I'd be brave, I convinced myself I was gonna chase away the ghosts! And... well... you can probably figure out the rest."

But to the surprise of Scootaloo, Rainbow pulled her unofficial charge close with a wing. "Is that what this is all about?" She asked with sincere concern. Then, after looking around, she added. "I'm gonna tell you something, but if you ever tell anypony else, I'm gonna deny it. The first time I heard those stories I told... I was scared too. Scared me just as much as it did tonight when I thought something awful might have happened to you. We may not be family, but that doesn't mean I don't care about you or what happens to you. I promised your mom I'd make sure you didn't get hurt, and it's not a promise I intended to break."

"I know," Scootaloo acknowledged. "I'm sorry I made you worry so much."

The rainbow maned pegasus just smiled. "At least you're okay now, thanks to yours truly and Princess Luna. Just don't ever do anything like this again. I won't always be here to save you, you know," Then she looked the filly deep in the eyes. "So, you really want me to take you under my wing and be your big sister? I suppose I could do that. I've always wondered what it'd be like to have a sibling. You know, only child and all that stuff."

"You really mean it?" The tomboyish filly asked, hoping beyond hope that this wasn't a dream too.

Rainbow Dash nodded her head up and down. "Yeah. As long as you don't go falling into any more rivers in the middle of the night or anything like that."

Scootaloo giggled and nuzzled into Rainbow Dash's embrace. "You've got yourself a deal!"

Rainbow let the hug last a while, before she cleared her throat. "Alright, Scoots. Let's find your scooter and get you back to bed. We'll both need our energy for tomorrow."

Scootaloo and Rainbow Dash slept well for the rest of the night after their little "adventure" (which they both agreed to keep to themselves). And the next day, they accompanied Applejack, Apple Bloom, Sweetie Belle and Rarity as the group finally reached their destination.

Winsome Falls was a truly magnificent place. But the show stopper was it multiple rainbow colored waterfalls. Apparently, this was the place where the pegasi got all their liquid rainbow concentrations for the weather factory.

Sweetie Belle suddenly broke the silence as she shouted! "I call sister teams! Last pair to make it to the falls is a moldy carrot!"

Rarity reluctantly agreed. "Oh, alright," But even so she couldn't stop herself from getting into the spirit of competition as she declared! "It is so on!"

Scootaloo began to run as well, hoping to at least keep pace with the other teams. But then she felt herself be lifted into the air as Rainbow Dash gave her support and told her. "They think they can beat the two of us? Let's show 'em how wrong they are!"

Scootaloo was happy to agree. She was so glad to have been accepted by Rainbow Dash.

The excitement carried over to the night, even when Scootaloo dreamed of the olden pony again.

"Who's got my rusty horseshoe?" The olden pony asked as she eyed Scootaloo.

But then Rainbow Dash appeared, tossing a rather rusty looking horseshoe at the old mare and telling her. "Here it is! Now take it, stop all your moaning and get out of here!"

The olden pony obliged. "Thank you, and have a nice day."

Princess Luna watched the whole scene with a smile. "You've done well, Scootaloo." She whispered to herself while observing the dream. There would be no more nightmares for the pegasus filly, all her fears had left her.

S3 E7: Wonderbolts Academy (What If?)

Rainbow Dash and all her friends had gathered on a small hill outside of Ponyville. The brash speedster had informed them that she was expecting a very important letter from the Wonderbolts, more particularly about getting into their exclusive academy. Knowing how much this meant to her, her friends had agreed to be by her side while she waited for the news.

The weather was just right for a picnic as the friends waited by Rainbow's mailbox. They had even set up a rainbow colored umbrella and a picnic blanket (and Rarity was currently wearing sunglasses and sipping on a drink).

But Pinkie Pie was impatient. It seemed like it was taking forever for that letter to arrive and with it the news of whether or not Rainbow Dash had been accepted. So the pink party pony paced back and forth as the seconds seemed to tick by in agonizing slowness. "Ooooh, I wish that mailpony would just come already! I can't wait another minute to find out if Rainbow Dash got in or not! What could be taking so long?!"

Twilight Sparkle tried her best to calm her party planning friend down. "Pinkie Pie, it'll get here when it gets here. Now relax, you're more nervous than Rainbow Dash is. And it's her application."

Rainbow Dash confidently proclaimed. "I'm not nervous, not at all! When I get into the Wonderbolts Academy..."

"-If you get in!" Pinkie warned the pegasus. "It's not guaranteed yet, don't jinx it!"

Rainbow sighed and corrected herself. "If I get in, I'm sure to impress them. But I can guarantee you it's already in the bag! No way they'd deny me after all they've heard about."

Pinkie again warned! "Don't jinx it! You don't know for sure!"

Applejack only chuckled. "I'm with Rainbow Dash on this one. No way she's not gettin' in. She's the best flyer in all of Ponyville."

"Ponyville?" Rainbow boasted. "Try all of Equestria! I wouldn't be surprised if they just went ahead and made me a Wonderbolt on the first day," And as she spoke she effortlessly cleared a cloud, before leaning back and letting her head rest on her hooves. "Okay, so maybe that's a bit of a stretch, but my point still stands. This is my chance to get my hoof in the door with them! No way am I about to blow it!"

Just then a greenish-white coated pegasus stallion arrived. He had vibrant green eyes and a scarlet red mane and tail that had been cut short. He wore a purplish-blue jacket and matching hat (which sported the Wonderbolts' logo) and in his hooves he held a letter with a special seal. "Got a letter here for a Miss Rainbow Dash." He declared and hoofed the letter over, then departed with a tip of his hat.

The rainbow maned pegasus eagerly ripped the letter open and read over it carefully. Her moderate purple eyes seemed to shrink a bit as she glumly informed her friends of the unfortunate news. "I... didn't get in."

Everypony on the grass gasped! They couldn't believe their ears!

But then Rainbow Dash smirked as her eyes returned to normal! "Ha! Gotcha! As if I'd be turned down! Told you it was in the bag!"

Pinkie Pie couldn't contain herself upon hearing the news! She rushed over, tackled Rainbow Dash and pulled into her a tight hug while proclaiming at the top of her lungs! "Oh, I'm just sooooooooooo happy for you!"

Rainbow did her best not to look or sound too annoyed with her overly enthusiastic friend. "Uh... thanks?" She replied and then tried to push out of the hug. "I kind of need to get going, though. They're sure to be expecting me."

"I'm good," Pinkie replied as she ceased the hug. But then something else came to her mind. "Oh! And don't forget to write! I wanna know everything!"

"I'll... do what I can to remember that. No promises," The pegasus proclaimed. "But the sooner I get there, the sooner I can show 'em my stuff. See you girls in a week! Keep an eye on Tank for me!"

"Good luck!" Applejack called as Rainbow Dash took to the sky.

"Won't need it!" Rainbow Dash called back, and soon she was out of sight. She quickly made a beeline straight for the Wonderbolts' private academy. This was it, the first step towards achieving her lifelong dream! Yet she didn't anticipate that it was almost going to be the only step. An unexpected development would cause her to question the dream she'd had for so long, making her reconsider what it truly meant to be a Wonderbolt.

Wonderbolts Academy wasn't like most buildings in Cloudsdale. It didn't reside atop a cloud. It was situated on its own floating slab of land, complete with a runway for take offs and landings. The academy itself lay a ways back from the runway, and all sorts of hoops, windsocks and other associated props were scattered around the perimeter.

When Rainbow Dash arrived, she was surprised to see a couple of pegasi that had worked with her in the spring prior to lift water to Cloudsdale. No doubt, that had to have been how they ended up on the Wonderbolts' radar (seeing as Spitfire had been there to observe the whole process and everything).

Rainbow did her best not to sound too boastful as she mingled with the other chosen recruits. "Hey, guys," She not so innocently greeted. "Guess I'm not the only Ponyville native who caught the Wonderbolt's eyes. Whatever happens, no hard feelings. Hopefully, there's spots on the team for us all."

Just then, a sharp whistle split the air and made all pegasi stand at attention. Out trotted Spitfire, looking considerably different from the last time Rainbow Dash had seen her. The young captain had shed her flight suit in favor of a dark blue jacket with the Wonderbolts' logo stitched onto the left side. It was decorated with yellow and red buttons. Her eyes were hidden behind a pair of sunglasses with dark purple shades and bluish-green frames. Around her neck rested a whistle, tied with a red string. And it was now possible to see her cutie mark: A profile of a styling phoenix.

Spitfire greeted the cadets in a rather sharp tone of voice. "So, you're the latest batch of recruits who've come here for trials week? Bet y'all think you're Wonderbolt material, don't ya?"

"Yes, ma'am!" All the pegasi shouted together.

Spitfire eyed the cadets while adding. "Think you've got what it takes to be on the team and fly with the best?"

"Yes, ma'am!" All the pegasi shouted once again in response.

"Well, let me be the first to tell you," Spitfire declared before she raised her voice and bellowed "You don't! If you had what it took to be an elite flyer, you'd already be a Wonderbolt! You're all here because we think you just might have potential. And it's my job as your drill sergeant to sort out the true talents from the pretenders. That means I'm gonna put you all through your paces. You ain't gonna like me by the time this is over, but I'm afraid that's just what I gotta do. So don't take it personally if I'm hard on you. Operating under pressure is what we Wonderbolts do. But if any of you don't think you can handle that pressure, you'd best back out now," Then she looked at Cloudchaser and asked her. "Still think you're something special, hm?"

"N-no, ma'am!" Cloudchaser whimpered as she shrank from Spitfire's strong and stern gaze.

The young captain turned drill sergeant could only shake her head as she marched to the next recruit in line, Bulk Biceps, and asked him. "What about you? Ya think you're hot stuff?" Bulk didn't answer with words, but the whimper he gave off indicated how intimidated he was. Spitfire didn't press further, instead approaching Rainbow Dash. Despite knowing what the rainbow maned pegasus was capable of, Spitfire knew she couldn't show favoritism. "You look like you're pretty sure of yourself. But I'll bet you're secretly the worst flyer of the whole bunch. You'll probably quit after the first day just to save yourself the embarrassment!"

Rainbow Dash didn't flinch at all as she shouted back! "I'd never quit, ma'am! I'm no quiter!"

Spitfire laughed. "Ha, that's what they all say. We'll see if you're all talk," Then she trotted on to the next cadet in line: This one was a pegasus mare who looked almost like she could've been a sister or a cousin to Rainbow Dash given their relatively similar mane styles. Unlike Rainbow Dash, though, this pegasus mare had a turquoise green coat, a brilliant amber mane and tail with gold stripes throughout and eyes the same color of orange as the sky at sunset. Her cutie mark was a white lightning bolt with three stars (two orange and one yellow). "And what about you? Bet you couldn't fly past the first flagpole without getting winded."

The pegasus mare's response took Spitfire by surprise, along with most of the other cadets (who'd never dream of talking back to their superior). "Try me, ma'am."

"Oh, what's that?" The young captain inquired.

The pegasus mare maintained a straight face as she repeated. "Try me, ma'am. Let me you show what I can do."

Spitfire appeared to arch an eyebrow upward in response. "Oh, so you want a chance to prove yourself, huh? You've certainly got guts, I'll give you that."

The pegasus mare only laughed. "I've got more than guts, ma'am! And I'd be happy to show 'em off!"

"Okay then, if that's how you wanna play it. Just remember, you brought this on yourself," Spitfire declared in a somewhat ominous tone of voice. "Give me five hundred laps! All of you!" She ignored the moans and groans from the other pegasi (except for Rainbow Dash) as she added. "Now!" And then she blew on her whistle quite audibly (after all, it wasn't just for decoration).

Spitfire watched the cadets as they flew lap after lap around the academy grounds. Unsurprisingly, most of them could barely manage two hundred and fifty laps without getting winded. But she could see at least two pegasi who showed no signs of slowing down. They were definitely worth keeping an eye on. She'd expected this much from Rainbow Dash, but seeing another pegasus on the same level was definitely a surprise.

At last, the end of the exercise drew near as the drill sergeant barked out. "Lap four-hundred and ninety-nine! Don't give up now, recruits!"

"Just one more lap to go!" Rainbow Dash declared to the turquoise green coated pegasus mare flying beside her.

The mare nodded back and grit her teeth. "You're on!" The two flew faster and faster, and then skidded to a halt on the academy runway to complete their final lap!

Spitfire seemed to smile ever so faintly. "Not bad... for a couple of newbies, anyway. The other recruits could stand to learn a thing or two from you girls," Then she declared, "You're dismissed for now." and she trotted away to check on the other recruits.

The pegasus mare with golden streaks in her mare introduced herself once Spitfire had left. "Name's Lightning Dust, what's yours?"

"Rainbow Dash!" Rainbow Dash proudly introduced herself. "I'm impressed, I didn't think there was any pegasus who could fly as fast as I did."

Lightning Dust laughed. "I know, I was thinking the same way. Seems there's more to you than just looking like me," The two exchanged wing shakes and then Lightning offered. "Wanna go grab some grub in the mess hall? Reckon it'll be a while before Spitfire gets done dressing down the others."

Rainbow smiled and agreed. "Of course. I love a good meal almost as much as I love flying." And she trotted off with what she felt was a new friend. She was already looking forward to the rest of trials week if Lightning Dust was going to be part of it.

A little later, as all the cadets were now wearing specially designed flight suits of blue with yellow streaks (the streaks made to look like a lightning bolt), Spitfire stood in front of a purple curtain and said to them. "Okay, newbies. Time for your first lesson. And it's an important one at that," She cleared her throat. "Now, the Wonderbolts are the fastest, best precision flyers in all the known world. But spin-outs can still happen. And when they do, a Wonderbolt must be able to recover quickly to avoid an accident."

The drill sergeant then turned and gave a command to a pegasus pony behind her. The curtain was pulled back to reveal a large, circular object that had green and purple swirls. And off to its right side rested a gear like device that looked like it had room for one passenger. "Behold the Dizzitron," She declared. "It's gonna make you very – I repeat – very dizzy. Your task is to try and recover, and fly straight again as soon as possible. Once you have recovered, you must come in for a smooth landing. If you do happen to wipeout, don't worry. We've got a net to catch you. But of course, a wipeout won't get you a good score. And you'll want to get a good score if you have any hope of even being considered for the team."

Quite a few pegasi gulped. Merely looking at the Dizzitron before them made them feel dizzy and uncomfortable. And even with the reassurance of a net, they were quite worried about spinning out of control and crashing.

Spitfire didn't change the expression on her face at all as she simply asked. "So, who wants to be first? Any volunteers?" Unsurprisingly, only two did so. But that didn't stop the drill sergeant, not for a second. She ignored the obvious volunteers and just trotted up to the first pegasus in line: A mare with a peach pink coat, dull and light yellow locks the same color as straw for a mane and tail (all cut into neat little rectangles) and sky blue eyes. "You."

"M-me?" The mare gulped.

"You got a name, rookie?" The young captain questioned the frightened recruit.

"M-Meadow Flower, m-ma'am." Meadow Flower identified herself and shrank from Spitfire's gaze.

Spitfire wasn't deterred. "You're up first, Meadow Flower. So strap yourself in and get ready!"

Meadow Flower reluctantly did so, flying up and hoisting herself into the small, gear like seat. Two volunteers came over and made sure she was secured.

"Ready?" The drill sergeant asked the strapped in mare.

Meadow Flower reluctantly swallowed hard and tried to pluck up courage! "Ready! Do your worst!"

Spitfire smiled and shouted an order to the two pegasi manning the machine! "Go!" The Dizzitron quickly spun to life, spinning faster and faster! After a little bit, Spitfire then shouted! "Release!"

Without warning, Meadow Flower was flung off the machine and into the air! But she somehow managed to recover and straighten herself out enough to fly back, touching down relatively smoothly on the academy runway.

Spitfire looked at a stop watch she happened to have on her, gazing down at the time she'd recorded on it. "Fifteen seconds. Decent, especially for a first timer. But I wouldn't go writing home about it! It takes more than that to impress me!" She waited for Meadow Flower to walk off the runway before calling out. "Who's next?"

Unsurprisingly, Rainbow Dash trotted up as she was called into action. She was quite certain the Dizzitron would give her no trouble.

The young captain eyed the rainbow maned pegasus and appeared to smile ever so faintly. "Alright, Rainbow Dash. Let's see what you got. Better be good, for your sake."

"Yes, ma'am! You won't be disappointed!" Rainbow boasted as she was strapped into the same seat Meadow Flower had occupied just a short time ago.

Spitfire gave the same order as before, and again the Dizzitron began to spin rapidly! Soon, she gave the order for release and watched as Rainbow was ejected. Much to the captain's surprise, Rainbow Dash recovered even faster than anypony had expected and touched down on the runway in the blink of an eye! "Six seconds?!" She almost gasped. "That's an academy record. Good job, I do hope you keep that up."

Many other pegasi were immediately filled with admiration, especially as Meadow Flower proclaimed in near speechlessness! "You made that look so easy!"

The rainbow maned pegasus just grinned. "Please, I make everything look easy. I haven't even broken a sweat yet."

Meanwhile, it was Lightning Dust's turn to take her place on the Dizzitron. But as she was strapped in she had a most unusual and unexpected request to make. She had spotted a switch near the Dizzitron and quickly realized what it must be for. "Ma'am, can you put the Dizzitron at its maximum speed, please? I wanna push my limits."

Several pegasi gasped all at once as Spitfire questioned. "You sure you wanna do that? We usually save that for the end of the week when we know recruits can handle it."

"Trust me, ma'am. I can handle it now!" Lightning Dust declared with a confident smile on her face.

The young captain reluctantly obliged. "Well, if you're sure. You'd best be ready for the ride of your life, though!" And so the switch was flipped and the Dizzitron spun so fast it became a blur to the naked eye! Soon afterward came the call for release, and Lightning Dust was hardly noticed as she was hurled into the air! Yet just as quickly as she had been ejected, she was back on the runway looking none the worse for wear.

Spitfire examined her watch. "Whoa! Six point five seconds! Almost as good as Rainbow Dash! You weren't kidding when you said you had guts, kid."

Lightning just laughed. "I meant everything I said! I'll do whatever it takes to be a Wonderbolt, and I do mean whatever." She then trotted over to Rainbow Dash and the two high hoofed each other, confident that their times wouldn't be beaten by anypony.

But Spitfire was too busy focusing on the rest of the recruits to pay any attention to Rainbow and Lightning, so she just called. "Next!"

One by one, the rest of the pegasi were tested on the Dizzitron. More than a few unfortunately crashed into the net, though there were some who managed to make it back to the runway okay (usually after at least twenty seconds had passed).

Once the last recruit had taken their turn and had their results written down, Spitfire blew her whistle again and told all the pegasi. "Listen up! For the rest of the camp, you'll all be working in pairs: One lead pony and one wingpony. I'll post the teams tomorrow morning, and I reserve the right to change them as I see fit. So if you have any problems, take it up with me or keep your mouth shut," She then concluded her sentence by saying. "Good luck."

Lightning Dust smirked as she confidently whispered to Rainbow Dash. "Like we'll need it."

Rainbow Dash laughed and whispered back. "Yeah. As if."

The next day came and the teams were posted on a wall within the academy mess hall.

Rainbow strolled into the hall, confident that she would be a lead pony given her already proven talent for leadership. "So, which one of you lucky ponies gets the pleasure of working with me, huh?" But when she saw the other cadets giving her strange looks, she blinked and asked. "What?"

Cloudchaser reluctantly pointed a hoof. "You might wanna check the wall."

So Rainbow Dash did. And when she saw the chart that listed the teams (along with who would serve in what role) she was considerably less excited. "A wingpony?" She remarked and read over the list again. There had to be a mistake! Yet when she read it again she could see it plain as day. "No way!" Was all she could bring herself to say.

Lightning Dust smiled. "They made us a team! Isn't that awesome? I couldn't have asked for a better wingpony." And she draped a wing over her new partner.

"Y-yeah... awesome." The rainbow maned pegasus weakly muttered to herself. She was anything but pleased with this development, and she knew too that there was only one place she could go if she wanted to have it changed.

A short time later, the brash speedster was knocking on the door to Spitfire's office inside the academy. "Permission to enter, ma'am." She gave a salute.

Spitfire had taken off her sunglasses and was currently busy stamping her hoof on a stack of papers. Without even looking up she questioned with an annoyed tone of voice. "What is it, Rainbow Dash? I'm very busy."

Rainbow Dash didn't bother with formalities, immediately trotting forward as she declared! "I had the best time on the Dizzitron! Only six seconds! Only Lightning Dust came close, and even on the highest setting she couldn't beat me!"

"And your point is?" Spitfire asked as she looked up.

Rainbow held back a growl. "But you still made me a wingpony! I fear you're making a terrible mistake!"

The young captain shook her head. "It's no mistake, Rainbow Dash. I made you wingpony for a reason," She sighed. "Look, you know I can't show favoritism. I have to treat you the same as any other recruit, no matter how well qualified you may already be."

"Exactly!" Rainbow huffed! "But I've already proven myself!"

Spitfire nodded her head. "Yes, Rainbow Dash. You've proven that you're a born leader. There's more to being a Wonderbolt than just being in charge, though," In a more serious tone of voice she explained. "We work as a team. That means you have to learn how to follow orders. I know how much you like to give orders, so I need to know if you can follow them just as well. So grumble all you want, you'll be a wingpony and like it!"

The rainbow maned pegasus reluctantly realized she couldn't argue with such logic. "Okay," She weakly responded, before she thought of something else and asked. "But why pair me up with Lightning Dust, then? Shouldn't she be a wingpony as well?"

"I did think about it, but she displayed the kind of bold confidence we need in the Wonderbolts," Spitfire explained. "And I believe that together, you and her will be an unstoppable team! You'll inspire the others to pick up the slack if they don't wanna get left in the dust. Or do you not believe that?"

"No, ma'am," Rainbow reluctantly agreed. "But I still don't agree with making me a wingpony. If you're gonna pair me up with Lightning Dust I should be in charge!"

Spitfire only retorted. "And I think Lightning Dust likes to push herself a little harder than you do. She'll give you that extra nudge you need to be even better. Understand?"

Rainbow Dash wanted to protest some more, but found no words with which to frame her argument. So instead she found herself agreeing. "Yes, ma'am."

The sergeant smiled sincerely. "Good. Now get out of my office, and please don't bother me again unless it's absolutely important!" And with that, the door to her office was shut. The arrangement was finalized and nothing was going to change it.

Rainbow Dash was going to have to serve as a wingpony to Lightning Dust, a pony every bit her equal. And all because apparently she didn't have the drive to push herself as far as Spitfire wanted. At least, that's what it sounded like.

Still, orders were orders and Rainbow knew she had to obey them if she didn't want to be kicked out of the academy. Like it or not, she would be a wingpony. Maybe if she just tried hard enough, she'd be able to show Spitfire the error she'd made in such a decision.

A little later, the first team exercise of the week was given. And once again, Spitfire was presiding over and explaining it to the recruits. "Today you will all be participating in a flag hunt. We'll divide you into two teams, red and blue. Whoever finds the most flags of the opposing team's color wins. Simple as that." (Rainbow Dash and Lightning Dust were on the blue team. Lightning Dust was currently admiring a gold, lightning bolt shaped badge that served as indicator of her lead pony status).

Meadow Flower smiled. Flag hunting sounded so much better than another go on the Dizzitron or flying hundreds of laps around the academy. "Oh, this is going to be such fun!"

Spitfire frowned as she corrected. "If any of you think this is going to be fun, you'd better think again. This is for training purposes only, to test your search and rescue skills," And she explained the rules. "Lead ponies and wingponies must fly together at all times. If any pair splits apart for any reason, they will be immediately disqualified from this exercise. Teamwork is the key here! Do you understand?"

"Yes, ma'am!" The two teams of suited up pegasi firmly replied.

The young captain was satisfied with the answer she received. "Good, no grumbling. Now get going! And remember, you're on the clock. The faster you find those flags, the better your team's score will be and the more likely you'll be to advance when trials week is over," Then she blew her whistle again! "Red team, blue team, move out!"

Lightning Dust was eager to take off, flapping her wings as she called to her wingpony. "You ready to rock and roll?"

Rainbow Dash sighed but agreed. "Ready."

"Good," Lightning Dust smiled. "Don't worry, with me as captain we're sure to impress Spitfire. At least I know you won't slow me down like some of those other pegasi."

Rainbow nodded. "Yeah, good for them I guess." She was still not happy to be a wingpony even as she was trying her hardest to get into a "wingpony" mindset.

Lightning only commented. "Come on, stay focused! We're gonna win this exercise and make Spitfire proud! The others won't stand a chance!" And then she asked her partner. "You spotted any flags yet?"

"No, not yet," The rainbow maned pegasus called before she suddenly saw something red sticking out of a gorge. She pointed a hoof to it while shouting to her lead pony. "Wait! There's one down there, I think!"

The lead pony's smile grew brighter. "Good eyes, wingpony! See, this is why Spitfire paired us up! Come on, let's go get it!" And without hesitation, she swooped down and surged towards the narrow gorge where the flag had been planted.

Rainbow followed Lightning's lead. Yet as they drew closer, she saw something about the gorge that made her dreadfully nervous. She tried to bring it to her lead pony's attention. "I think we better slow down," She called. "I don't think we can both fit through the gap at this speed, it looks too small!"

But Lightning paid no attention to the warning and only shouted back! "Gotta be fast to be a Wonderbolt! Come on, follow my lead!"

So Rainbow Dash did. Just as she feared, the gap in the gorge was too narrow for two pegasi to occupy it safely. The edge of her wing brushed against the gap and a burst of pain shot up! "Ow!" She exclaimed while struggling to work through the pain and make it back up once Lightning had grabbed the flag.

Lightning Dust was quick to swoop over and deposit the flag in front of Spitfire, who reported back. "Lightning Dust and Rainbow Dash found the first flag! Blue team takes the lead! Better pick up the slack, red team, or blue team's gonna leave you in the dust!"

The pegasus mare with golden streaks in her mane was ecstatic, especially since she'd just been praised by Spitfire! As such, she didn't seem to notice her wingpony holding her left wing and groaning. "Hey, come on! Let's get back out there and find the rest of the flags! We can't let the others have all the glory!"

"Give me a second," Rainbow winced. "Can we take a break? I think I hurt my wing."

Lightning brushed off the concern with a hoof. "Oh please, you're made of tougher stuff than that. Or are all those rumors about you pulling off a sonic rainboom just that, rumors?"

The rainbow maned pegasus groaned. She absolutely hated it whenever somepony doubted her skills. Reluctantly, she decided to ignore the pain in her wing and resume flying. She'd have time to get it checked out after the flag hunt was over. 'I'm coming! I'm coming!" She declared while slowly flapping her way back up. It was as if her partner lacked any sense of an off switch. Even Pinkie Pie was never this gung ho about things.

Fortunately for Rainbow Dash, her hurt wing wasn't anything too serious. A quick bandaging and she was out of the medical tent in record time. "Just take it easy for the rest of the day and you'll be fine." was all she'd been instructed.

Even Lightning Dust smiled when she saw Rainbow in the mess hall later that day. "See, wingpony? It wasn't anything worth worrying about. You gotta be tough to be a Wonderbolt. And sometimes, that means you gotta work through the pain, am I right?"

"I... guess so." The brash speedster reluctantly agreed. Partnering with Lightning hadn't actually been all that bad even with the injury during the flag hunt. Yet as she went to bed that night, she kept thinking about everything her lead pony had been saying and doing since they'd partnered up. Rainbow did her best to put it all out of her mind, but she kept thinking to herself. "Does Lightning Dust care about anypony besides herself? Or has she just never gotten hurt before?"

Well, those thoughts weren't worth expressing to Spitfire. She'd specifically told Rainbow Dash not to bother her unless it was important, and since nopony got hurt it didn't seem like the captain would regard a personal complaint as important. Besides, Lightning Dust was the lead pony, not Rainbow Dash. Rainbow was supposed to be following orders, not questioning them.

So why was it that the rainbow maned pegasus had such a bad feeling about her fellow pegasus and the behavior she was showing?

Unable to find a satisfying answer, Rainbow decided to sleep on her concerns. And so she did, though she got the feeling there was something else she was forgetting to do.

Next day brought yet another training exercise, and Spitfire was once again explaining it to the recruits. "Today we'll be doing our famous air obstacle course. That includes flying through the clouds and past all our weather machines. The object of this exercise is to work on your precision flying under extreme circumstances. Just like before, you're to fly together at all times. And don't worry about winning. It's not a race. Precision is what matters, not speed. Now everypony, get on your marks!" The recruits did so. "Get set!" After a brief pause, Spitfire blew her whistle and shouted. "Go! Go! Go!"

Naturally, Lightning Dust and Rainbow Dash got out to an early lead. But it didn't last long before they found themselves flying behind other recruits (thanks in part to Rainbow not flying at her best). And Lightning Dust soon grew impatient as the two found themselves forced to flow at a considerably slower rate of speed. "Ugh! Can't they go any faster?" She impatiently grumbled. "I can't get around them."

Rainbow Dash gently reassured her lead pony. "Hey, it doesn't matter! Spitfire said this wasn't a race. Besides, we can still fly completely in sync and blow Spitfire's mind with our moves! Okay?"

"I guess." Lightning agreed as the two intentionally looped around to give the pegasi ahead of them more time to increase their lead.

But soon, the pegasi came to a cloud dark and heavy with rain. The wind picked up as rain began to fall. And it seemed like the ones in front were slowing down even more than they had been before. And it only served to make Lightning Dust complain. "What are they, a couple of snails? It's just a little weather. It'll take forever for them to get out at this rate."

Just then, lightning flashed and thunder clapped. And as it did, the pegasus mare with a turquoise green coat got an idea. "Come on, now's our chance to pass right by these slowpokes!" And she zoomed ahead without waiting for a reply.

Rainbow reluctantly followed. "Sorry." She apologized to the other pegasi before she and Lightning exited the cloud and landed back on the academy runway with a screech.

Spitfire hadn't seen what had just happened inside the cloud. All she knew was that Lightning Dust and Rainbow Dash had been the first to exit, and for some odd reason the other teams were stuck inside. "Not bad at all! And in record time as well," She commented. "It takes a lot to impress me, so congratulations on surpassing my high expectations. Definitely made the right call pairing you two up. Now if only the other teams could learn from how you two work together, seems like they had trouble with the precision part."

Rainbow Dash felt tempted to speak up right at that moment, but one look from Lightning Dust was enough to make her decide otherwise. After all, nopony had gotten hurt.

The young captain simply adjusted her shades and began to flap her wings. "I'd better go help sort them out. Why don't you two hit the mess hall early?"

"Yes, ma'am!" Lightning Dust eagerly saluted.

Rainbow reluctantly did the same. "Thank you, ma'am," But then she turned her full attention to her lead pony, right after Spitfire had taken off. "Hey, Lightning Dust," She tried to find the words she wanted to say without sounding too harsh. "Uh... maybe next time we shouldn't cut the other teams off like that. Just a thought."

Lightning only swished her tail and snorted. "Oh come on, it's no big deal. It's their own fault for being so darn slow. Imagine if we were actual Wonderbolts and we were needed somewhere. Slowpokes like that would drag us down and make us late. And if somepony were counting on us, that could be a problem. Really, though, we can't help it if we're better than everypony else. We both know that not everypony here is gonna become a Wonderbolt when all's said and done. Only the best of the best make the cut, right?"

The rainbow maned pegasus reluctantly agreed. "I... guess so."

Lightning laughed. "See? That's why I'm the leader and you're not. So stop your grumbling and let's go fuel up like Spitfire suggested! I don't know about you, but kicking all that tail has made me hungry," She was quick to warn. "Oh, and if you had any thoughts about telling Spitfire, I'd reconsider. I heard about you complaining to her about being my wingpony. Talking back to the captain is a big no no from what I've been told, especially if it's not for a good reason. So if I were you, I'd keep my mouth shut. Nopony likes a complainer. And I'd hate to see you get kicked out when you're the only pony who's at all on my level." Then she trotted off to the mess hall, seemingly unconcerned about anything or anypony else.

After lunch, it was time for another training exercise. But all the recruits were surprised when Spitfire wasn't around to tell them what they would be doing. Instead, Soarin was waiting for them on the runway with a midnight blue jacket with a black tie. He had on his flight goggles not unlike the way Spitfire had been wearing her sunglasses. And he too had a whistle, though this one was hung with blue string instead of red string.

Thunderlane was the first to ask the question on everypony else's mind. "Where's Spitfire?"

Soarin cleared his throat and explained in a tone of voice that sounded serious yet laid back at the same time. "Spitfire has some important documents she needs to sign and doesn't wish to be disturbed. As second in command of the Wonderbolts, that means I'm in charge in her absence. She's already filled me in on what you'll be doing, so don't think you can get away with anything you couldn't get away with under her," He then motioned to a chalkboard before pointing up to the sky. "We brought in a lot of clouds, and you'll be competing to see who can clear the most clouds in the time we give you."

"A cloud busting exercise?" Lightning Dust questioned. "What does that have to do with being a Wonderbolt?"

"This is a test to see how well you can communicate with your partner as a team," Soarin explained. "Teamwork is the most important part of being a Wonderbolt. It's not always about yourself. If you don't learn how to work together, you won't get a high score and your chances of joining the team will plummet. Just like with the other exercises, this isn't a race. You've got plenty of time to take care of the clouds in your section, no stealing from anypony else. Any questions?" Nopony said a word. "Good," Soarin smiled and blew his whistle. "Now get going!"

And so the teams fanned out, each taking up an assigned section to clear away their own patch of clouds. Some kicked them away while others used their front hooves, and Bulk Biceps even used his teeth to bite into the clouds as though they were cotton candy.

Of course, Lightning Dust and Rainbow Dash quickly pulled into the lead. Rainbow had plenty of experience with cloud busting, so this exercise was right up her alley.

Soarin watched the recruits for a bit, making sure they stayed within the limitations of the exercise. Everything seemed to be proceeding nicely, so he turned to one of the pegasi assigned to keep score and instructed. "Keep an eye on the recruits and let me know if anything comes up, I'm going to get a pie." And with a flap of his wings he was gone.

Almost as soon as Soarin left, Lightning Dust got a rather impulsive and rash idea. But to her it sounded like a good one. "Hey, wingpony," She whispered to Rainbow Dash. "I've got an idea on how we can literally blow the competition away."

Rainbow was immediately skeptical of the proposal. "But we're already way ahead. We don't need to do that!"

"I say we do," Lightning insisted with a huff. "The rules never said we had to restrain ourselves if we had a better way of doing things. So are you in or out?"

The rainbow maned pegasus hesitated for a moment, before remembering what Spitfire had told her a few days ago about why Lightning Dust was in charge. This must've been what Spitfire had been talking about. And if Spitfire though this sort of thing was okay, then it was okay for Rainbow even if something deep inside her told her it wasn't. "I'm in!" She declared as she tried to sound determined and enthusiastic.

The pegasus mare with a brilliant amber mane and tail flashed a smile so big it looked like it could've fallen off her face if such a thing were possible. "Great! Follow my lead! This'll practically guarantee we become Wonderbolts!" Then she started to fly around in a circle, and Rainbow Dash followed her. The two proceeded to whip up a massive tornado right in the middle of the academy grounds!

But as the tornado started to spin of its own accord, there was trouble! "I... can't control it!" Lightning yelled over the roar of the whirlwind!

"What?!" Rainbow hollered back in disbelief! She never would've agreed to such a dangerous thing if she'd known Lightning didn't have a way to keep the tornado from breaking loose.

Before either pony could say anything further, they were ejected from the vortex and the tornado spiraled out of control! The other pegasi had only seconds to get out of the way before they would've been pulled in!

As fate would have it, at that very moment a familiar looking pink balloon broke through the clouds below. Five mares instantly recognizable to Rainbow Dash were inside the basket, on their way to the academy. And they were on a collision course with the out of control tornado!

Applejack was the first to notice the sign of danger! "It's a twister!" She bellowed at the top of her lungs! But the tornado was approaching too fast for anypony to do anything!

"Hold on!" Twilight screamed as she started to try and power up her horn! She was hoping to cast a spell that might be useful given the current circumstances! But time was working against her as the balloon was pulled into the tornado and the five mares flung out of the basket, headed for the ground below and certain death!

"NO! NOT MY FRIENDS!" Rainbow Dash bellowed at the top of her lungs! And without waiting for anypony to tell her, she immediately sprang into action! She zipped past a still shocked Lightning Dust and swooped down to grab some low hanging clouds! Thinking fast, she combined them all together and placed the bundle beneath her friends as they descended!

Rainbow had never felt as relieved as she did when she saw her friends bounce back up, and several other recruits come to the mares' rescue (though Fluttershy was embarrassed upon remembering that she was capable of flight herself). Then, one by one her friends were carried to the academy runway and set down safely upon it. It was anypony's guess what had happened to the balloon (most likely, it had crashed somewhere and would be in need of repairs).

With the danger having passed and the tornado having thankfully dispersed, Rainbow Dash fluttered over to her frightened friends to check on them. "You girls okay?" She asked them.

One by one the mares nodded. "I think we are, thanks to you," Twilight breathed a sigh of relief. "Guess it was a good thing I thought to cast the cloud walking spell when I did."

Meanwhile, Rainbow noticed Pinkie Pie looking over some kind of package. The package itself looked battered but thankfully still intact. "Pinkie Pie?" She questioned, hoping to know what was up with the package.

But to the surprise of the rainbow maned pegasus, Pinkie's eyes began to water and she all but leaped into her pegasus friend's hooves as she happily exclaimed! "You... remember me!"

The brash speedster blinked in surprise. "Well... yeah, of course I remember you. Why wouldn't I?"

Applejack took the liberty of explaining. "It's a long story. Basically, Pinkie Pie started to worry when she didn't get any letters from ya. So she decided we should send you a care package, but then she didn't want it to get lost in the mail or sent to the wrong pony. So all we came here," Then she remembered. "Well, except for Spike. We offered but he said he preferred his claws on solid ground."

"We didn't know you'd be in the middle of a tornado drill or anything like that," Rarity commented. "We were told the skies would be clear."

"Where did that tornado even come from?" Fluttershy pondered.

Rainbow narrowed her eyes. She knew where that whirlwind had come from, or rather from who. She marched right over, prepared to give her fellow pegasus a piece of her mind.

By now, Lightning Dust had recovered from her initial shock over losing control of her own tornado. And she was all but jumping for joy as she exclaimed! "Whoa! That... was... awesome! Nice job covering for my... er... mishap, wingpony."

Rainbow Dash was anything but happy, even as Lightning was offering her a hoof to high hoof. "Seriously? You're gonna high hoof me after a stunt like that?!" And she angrily berated the pegasus. "Do you realize what would've happened if I hadn't jumped in?! My friends would've plummeted to the ground! They could've been killed!"

Lightning didn't seem to be aware of that reality as she casually replied. "Yeah, but they weren't, so what's your problem? We wiped out all the clouds, didn't we? And besides, civilians aren't supposed to be on academy grounds without permission. It's really your friends' fault for disobeying that rule and coming here in the first place. An accident like that was bound to happen sooner or later."

Rainbow's frown only deepened. "You don't get it, do you?! It seems you only care about yourself! Ever since we've been paired up you've constantly been putting others in danger just so you can show off! You made me clip my wing during the flag hunt! You made the other cadets wipeout on the obstacle course when nopony was around to help them! And now of course there's your out of control tornado that endangered my friends! What the hay is wrong with you?!"

The pegasus mare with a turquoise green coat just blinked in reply. "And your point is?"

"If anypony knows what it's like to want to be to the best, it's me," The rainbow maned pegasus responded. "But the way you go about is all wrong. Your desire to push yourself all the way isn't bold, it's reckless! Keep this up and somepony will get hurt, maybe even you!"

Lightning Dust only grinned. "Please, I know my limits. So I lost control of my tornado one time, so what? Accidents happen. You gotta take risks if you want to be a Wonderbolt. That's why they put me in charge."

"No, that's why Spitfire put you in charge," Rainbow protested, before gasping as she realized something! "Spitfire needs to hear this! Now I know for sure she's making a mistake!"

A short time later, Spitfire was interrupted in her work by a knock on her office door. "What is it now? I'm busy!" She impatiently grumbled.

From the other side of the door the familiar voice of Soarin called. "Captain, it's Rainbow Dash. She says she has to talk with you, and she says it's urgent. It's about Lightning Dust."

Reluctantly, Spitfire agreed with a sigh. "Fine, let her in. I at least have to hear her out."

So Soarin opened the door and let Rainbow Dash trot in. "Here she is, Captain."

Spitfire looked up from her desk, locking eyes with Rainbow Dash. "Soarin told you I wasn't to be disturbed unless it was important. So what's all this about Lightning Dust? You two are supposed to be in the middle of the cloud busting exercise."

"Already done with that, ma'am," Rainbow Dash declared. "That's why I needed to talk to you. You're not gonna believe what Lightning Dust did."

"I'll bite, what did she do?" The young captain questioned with what sounded like genuine concern.

Rainbow cleared her throat. "She decided to use a tornado. Except she lost control of it."

"Seems a bit excessive, but it was obviously successful in its objective if you're standing here now," Spitfire commented. "What's the problem?"

The rainbow maned pegasus explained. "The problem is my friends. They were coming here for a visit just as the tornado spiraled out of control. If not for my quick thinking, they wouldn't have survived."

"What?!" Spitfire gasped as her eyes widened! "Why am I only hearing about this now?! Civilians aren't supposed to be here without permission, and I didn't give permission!"

Soarin gulped. "It's probably my fault, Captain. I left the recruits for a minute to go grab a pie. If I hadn't done that, I would've been able to intervene before the tornado reached them and would've been able to divert them from the academy. But we can't send them away now, not after what they've been through."

Rainbow then added. "And regardless of any rule my friends might have broken, the fact remains that because of Lightning Dust they were put in danger. And that's not the only time that's happened. Lightning Dust has been endangering others since you made her a lead pony. I don't think she cares about anypony but herself," She then removed her wingpony badge as she reluctantly declared. "And if that's what it takes to be a Wonderbolt. If that's what gets rewarded around here, then I want no part of it! There's a difference between pushing yourself for the sake of it and pushing yourself in the right direction. I thought you guys knew that, but maybe I was wrong." Without waiting for a reply she ran out of the office, tears flowing from her eyes.

Spitfire and Soarin were speechless! And it was only once the shock had warn off (by which point poor Rainbow Dash had already fled the scene) that Spitfire found the courage to speak. "Soarin." She looked to her fellow Wonderbolt.

"Yes, Spitfire?" Soarin asked as he forced back a gulp.

"Go get Rainbow Dash, don't let her leave!" Spitfire declared. "As for Lightning Dust, I think we're gonna have to have a little chat about her behavior. If what Rainbow says is true, it's going to look very bad for Lightning. But she deserves a chance to be heard. A chance to give her side of the story," She then sighed. "I just hope it's not too late to do some damage control."

Rainbow Dash had managed to stop the waterworks by the time she made it back to the runway. She'd already packed up her saddlebags, preparing to leave the academy for good. And she'd also confessed to her friends about what had happened. Needless to say, they were all speechless!

"You did what?!" Applejack exclaimed with disbelief! "I don't believe it!"

Rarity was quick to add. "Being a Wonderbolt was your dream!"

Rainbow only shook her head as she glumly declared. "Not anymore. Now it's a nightmare."

Twilight reached out a hoof to comfort the pegasus. "I'm sorry, Rainbow Dash. I know how much this meant to you."

"I'll be okay..." Rainbow insisted even as her lips quivered. "I'll find some other way to spread my talents across Equestria. Guess this is why they say to never meet your idols."

But just then Soarin happened to come rushing out onto the runway as he shouted! "Rainbow Dash, wait!" He panted heavily and had to pause to catch his breath. "You... have to... come back to... Spitfire's office... right away. It's... urgent."

"Tell her I'm not interested!" Rainbow Dash protested. "Not if she's gonna tell me how wrong I am for speaking up!"

Immediately afterward, the voice of Spitfire called out. "You should listen to Soarin, Rainbow Dash. You haven't given us a chance to defend ourselves," And soon, she was coming out onto the runway as well. "I've already brought Lightning Dust into my office for questioning. But she won't say a word unless you're there," She added. "I promise, your case will be taken seriously. I know you enough to know you wouldn't make such accusations out of jealousy. You're not the kind of pony who'd do that."

Reluctantly, Rainbow agreed. "A-alright, i-if you say so. But I'm standing by my decision to resign." And soon, she was led back into Spitfire's office, away from all the other ponies.

Just like Spitfire had said, Lightning Dust was already in the office and tapping a hoof in impatience. "Can't believe you're doing this. I thought we were friends." She seemed to hiss at Rainbow Dash.

"That's enough!" The young captain scolded. "Soarin and I will decide who's telling the truth around here. After all, this isn't the first time we've been getting complaints about your behavior, Lightning Dust. Since the first exercise, I've been hearing quite a few cadets mention how concerned they were about the way you've been acting."

Lightning brushed off the statement by waving a hoof. "Please, they're all just jealous. They can only wish they were good as me. Besides, nopony's gotten hurt yet."

"So you don't deny that you ignored your wingpony's injury during the flag hunt?" Soarin questioned. "You don't deny that you knocked the other contestants out of the way during the obstacle course? And you don't deny using a tornado for cloud busting even though you had no reason to do so?"

The pegasus mare proudly proclaimed by puffing out her chest! "Of course not! Like I said, nopony got hurt. It was pure bad luck that balloon showed up when it did. And in each case I set a record, just like I almost did on the Dizzitron, which I had set to its maximum setting I might add. That was something nopony else did, and it's what made me a lead pony."

Spitfire could only shake her head. "It's just as I feared. I had hoped that making you a leader would get you to realize that being a Wonderbolt is a big responsibility. It's not always about yourself. You have to think about others, especially when you're the one others are depending on to lead the way or give them guidance. Seems like I gave you too much credit."

"But isn't pushing yourself all the way what it takes to be a Wonderbolt?!" Lightning complained! "Why should I hold myself back for the sake of others?! They should all be inspired by my example and do better, then they won't get left in the dust!"

Soarin immediately shot down the idea. "That's not how we do things, Lightning Dust. We didn't become Wonderbolts just so we could flaunt our superiority. We may be elites, but that doesn't give us a license to be cruel and careless."

"Against my better judgement," Spitfire then spoke up. "I'm willing to give you another chance, Lightning Dust. Since nopony got hurt, I can't justify kicking you out without a reason. However, if you stay you'll have to start over from the beginning. You'll be demoted to wingpony."

"With Rainbow Dash as my lead pony?! No way!" Lightning hissed! "I'm fit to rule and you know it!"

"I never said it'd be with Rainbow Dash," Spitfire pointed out. "You two could both probably benefit from learning how to follow orders. I'll dissolve your team and have you both paired up with other ponies."

But Lightning Dust snapped and narrowed her eyes! "Never! I'll never accept orders from somepony beneath me! Only the best of the best deserve respect, anypony who can't keep up isn't worth bothering with!"

The young captain frowned. "It's too bad you said that, Lightning Dust. Because you now leave me no choice," She grabbed Lightning's lead pony badge and ripped it off the uniform. "You are stripped of your rank and hereby dishonorably discharged. Pack your bags and go home! Your reckless attitude will get somepony killed!" She immediately motioned a hoof to the door of her office.

Soarin immediately moved to grab Lightning Dust by the hoof. "What a shame you had to drop out like this. You had so much potential." He appeared to lament.

"You'll regret this, all of you!" Lightning roared even as she was dragged away! "Someday you'll see it my way! Playing by the rules just gets you left behind." And soon, she was out of sight.

Rainbow could only sigh and shake her head. "Someponies just never learn, I guess."

Spitfire appeared to agree. "I guess not," And then she added. "I'm sorry it all came to this, Rainbow Dash. I should've realized Lightning Dust's behavior was a problem sooner and tried to correct it," She smiled ever so faintly. "I guess even a captain like me can learn a thing or two from a rookie like you. You're definitely not a wingpony anymore, not after the kind of leadership you just displayed."

The rainbow maned pegasus' eyes went wide! "You mean..."

The young captain smiled, hoofing over the lead pony badge and pinning it to Rainbow Dash's uniform. "Congratulations, Rainbow Dash. You're a lead pony. After the courage and bravery you showed in standing up for what was right, you've definitely earned it. And while I can't guarantee you a spot on the team just yet, I think you're definitely going to be reserves material the next time a spot opens."

"OhmygoshOhmygoshOhmygoshOhmygoshOhmygosh!" Rainbow Dash happily exclaimed while flapping her wings in excitement! "I won't let you down, ma'am."

"I know you won't," Spitfire smiled before leaning into her drill sergeant persona as she barked out! "Now get out there and give me twenty, on the double!"

Rainbow happily saluted. "Yes, ma'am!" And with that she dashed out of Spitfire's office, eagerly looking forward to the rest of the week at the academy. She only briefly thought of Lightning Dust, and secretly hoped that one day that pegasus might learn her lesson.

Author's Note

And so, Season 3 has now officially been rewritten in its entirety. Of course, there could still be rewrites of older installments in the future, so if you ever think of any ideas I'm always eager to hear them.

This is probably the only other Season 3 episode that everyone seems to agree on being the absolute best of the season. And all more or less agree that all that was really wrong with the episode was the abrupt ending, which may or may not be a result of two discarded endings that were confirmed: One in which Rainbow Dash did quit for good, and one in which she got to stay and Lightning Dust was demoted to wingpony.

But the real issue that leads to the abrupt ending might be the Pinkie Pie scenes. They may be in character but they definitely took up time that could've gone into making the ending of the episode less abrupt. So even though they do serve a narrative purpose in getting the rest of the mane six to the academy, I decided to cut them out in order to devote more time to fleshing out the ending.

I also wanted to try to make Lightning Dust's character more clear, because the original episode doesn't offer much of a view into her character outside of her being like Rainbow Dash and desiring to push herself. They don't elaborate on whether she is unaware of the danger her actions are causing, or if she doesn't care about them. Even with her re-appearance in "The Washouts" (which has also been rewritten) it's not entirely clear even if that appearance ultimately seemed to lean more into the not caring camp.

Plus, Spitfire isn't really held to account for even inadvertently enabling Lightning Dust's behavior and taking no action against her until the rushed ending. My decision to add Soarin for the climax was a personal one.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S5 E12: Amending Fences (What If?)

Author's Note

Considering how highly praised this episode is, you must be wondering what I could possibly change for a rewrite of it. Well believe it or not, much like "Sleepless in Ponyville" I can find things to change or even just do better on.

The first is probably a minor thing, but it is still kind of jarring that Lyra Heartstrings is mentioned in the episode but doesn't appear. We know she was voiced by one of the mane six's VAs (Ashliegh Ball) so it's not like they couldn't afford her voice (and I'm pretty sure she is already credited in the episode as the voice of Lemon Hearts). Yes, maybe Lyra isn't really relevant to what the episode chooses to focus on, but at least within the initial premise her omission seems kind of odd.

The second is a bit of a change to Moondancer, Not necessarily in her reactions, but in how she ultimately became a shut-in. The idea that she turned anti-social after one party because of one guest's absence, regardless of how much said guest meant to her, makes Moondancer seem kind of selfish since she ignores the other friends she has that were still willing to hang out with her. And I feel like she owes them an apology for shutting them out for no good reason.

Lastly, I know it was omitted because it would pose a contradiction to the episode's plot, but the flashback to the pilot doesn't include the line from the unicorns now established as Twilight's friends about whether she does anything besides study. Even in-universe it'd be hard to justify Twilight remembering that detail, but I think it's a detail that should've been addressed even though it was likely just a throwaway line that was never meant to be brought up again.

I also decided to change up the beginning a little since I think it's kind of mean to Spike to have him be washing all the dishes, and then turn around and have him instigate the plot because of a comment he just happens to make within earshot of Twilight.

Hopefully, none of these changes are a deal breaker for you. If they are though, you can skip over this rewrite.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S5 E12: Amending Fences (What If?)

The sun had already set over Ponyville by the time Spike came back to the Castle of Friendship, the magnificent crystal tree that he and Twilight had slowly but surely come to call home. It probably helped that the map in the throne room had been thankfully silent since sending Pinkie Pie and Rainbow Dash to Griffonstone a few weeks back.

Of course, Spike knew that since then things had hardly been quiet. Events in Ponyville and even Canterlot had kept him and Twilight very busy. So he was looking forward to coming home and spending another quiet evening in the castle with her, simply reading his comic books and snaking on gems.

So the little dragon strolled up the castle's front steps and opened the big doors that led into the front hallway. Under his arms were tucked a couple of paper bags filled up with all kinds of groceries: Food, drinks, cleaning supplies, the usual things one might buy at a grocery store. One of the downsides to living in a castle with multiple kitchens and bathrooms meant that each room had to be fully stocked, and if even one room was running low on supplies it had to be refilled as soon as possible.

Spike was hoping Twilight would be there to greet him and help him unload the shopping bags (especially since they were getting pretty heavy). But when he entered the front hallway, he saw that the young alicorn was nowhere in sight. That was a little concerning. "Twilight?" He called out, hoping for a reply. There wasn't one. "Twilight?" He called again, slightly more nervously than he intended. But still, there came no reply.

The dragon set the bags down on the floor. He could unload them later on. Right now, he had to find Twilight and make sure she was okay! He tried to remember what the alicorn had told him she'd be doing at this time of the evening. "Twilight?" He continued to call as he wandered around the castle, checking room by room for her. "I'm back with the groceries you sent me out to get. I'll need a little help getting everything sorted out though."

Suddenly, as Spike rounded a corner and entered into yet another similarly looking hallway, he heard a faint sniffle and the sound of gentle sobbing. That immediately filled him with worry! "Twilight?!" He all but gasped and rushed to where the sad sounds were coming from! Something was wrong and he wanted to know what it was! Had she been hurt?! Was she sick?! Or what if it was something with one of their friends that had caused her to start crying?!

The little dragon didn't know, and that worried him greatly! Usually, it was Twilight who did the worrying, especially if Spike ever wandered off without saying where he was going or stayed out late without telling her first. "Twilight!" He exclaimed as he immediately rushed to her aid!

Twilight happened to turn around and lock eyes with Spike just as he entered the same room she was currently in. She appeared to have been staring at some framed pictures on a wall, and was just across the hall from one of the kitchens. "Oh, Spike," She greeted, trying to sound cheerful. Her eyes were stained red though, a clear indication that she had been crying about something. "Sorry, I... didn't expect you to be back so soon."

"What do you mean?" Spike questioned with concern. "I was gone for a while. You told me to really stock up this time, so I did! It's a good thing Barnyard Bargains is so cheap," And then he saw fit to ask. "Were you... crying?"

The young alicorn decided it was no use trying to lie to Spike, he knew her far too well. "Yes I was, Spike," She explained. "I was just washing the dishes a little while ago. I know I said it was your turn to do it, but I decided you were already busy as it was doing my grocery shopping."

"Did you cut yourself?!" Spike asked with concern. He couldn't see any marks, but maybe Twilight was hiding them with magic.

Twilight shook her head. "No, Spike. I'm not hurt, at least not on the outside," And she sighed as she explained. "Since it's been so quiet around here lately, I decided to relax the way I always do: With a good book."

Spike gasped, certain he knew what the problem was! "Oh no! I didn't burn your favorite book again, did I?! I've been trying not to touch any really dusty books."

"That's not it either, Spike," Twilight explained. "I was just thinking about the fact that ponies are coming to me for advice, or I'm busy trying to start negotiations with nations Equestria hasn't been in contact with for over a thousand years. And then, I happened to glance up at some of the old photos we were able to salvage from Golden Oak Library, photos from before our time in Ponyville."

Spike looked up to those photos, and immediately he seemed to realize what Twilight Sparkle was getting at. "You're thinking about the old days, aren't you? The days when you weren't as friendly or open to friendship as you are now," He commented and put a claw to Twilight's shoulder. "You're not the same pony anymore! And I'm not just saying that because you have wings and a royal title. You've come a long way, you're a great friend now. Ask anypony."

The young alicorn sniffled a little. "Maybe I am, but I wasn't always. I realize now that I had friends before I moved to Ponyville. Maybe I didn't see it that way at the time, but they sure as heck regarded me as a friend," She pointed a hoof to herself. "Yet I wasn't much of a friend to them. I always had my nose stuck in a book or was focusing on other things. I treated them horribly. I can't even remember their names now! I feel terrible just thinking about it!"

"So, what are you going to do about it?" Spike questioned with concern. He knew that when the alicorn got like this, she wouldn't be able to settle down until she was certain she'd rectified the problem.

Something seemed to flash in Twilight's eyes as she declared. "The only thing we can do, Spike. Make amends. So pack a bag, Spike! We're heading back to Canterlot! And make a list of my old friends' names while you're at it."

"Yes, Twilight," Spike obeyed. "Guess it's a good thing I kept records for you even back then," He blushed a bit. "Boy, are they gonna be surprised to learn that you're a mother now." And so he prepared to accompany Twilight on this suddenly announced trip to Canterlot.

Neither pony or dragon anticipated that making amends would be so difficult. At least, they would be for one old friend of Twilight's who had (unknown to either of them) taken Twilight's abrupt absence personally.

A short time later, Twilight Sparkle was flying into Canterlot in the dark of the night with only Spike for company. They'd been to the city many times before, but never like this. Usually, it was only when there was a summons from Princess Celestia or some other big event was going on. So it felt kind of weird to come back to the city unannounced and without anything or anyone prompting them to.

Upon touching down (and letting Spike get off her back), the young alicorn knew there was only one place to go to start her self-assigned mission: The old tower in which she'd once resided while she was Princess Celestia's student.

Spike was still doing his part to reassure the troubled alicorn. "Come on, Twilight. You're getting worked up about nothing. You were a student of the princess, I'm sure your old friends would understand if you got called away unexpectedly."

"That doesn't mean I had to go on ignoring them!" Twilight firmly protested. "I could've at least tried to get in touch with them. Or heck, I'm pretty sure they came to Ponyville a couple of times. I could've tried to catch up with them and just made sure there were no hard feelings," Then she sighed. "But I didn't. So the only way to go about this is to start at the only place possible: The beginning. And this is where it all began for me. It was the place where I was given the assignment that led to me making friends and discovering true friendship."

Spike couldn't argue with such logic. So instead he just decided to change the subject, pointing to a sign sticking out on the front lawn near the tower. "'For sale'. Kinda surprised this place hasn't found a buyer yet. Would've thought Princess Celestia would have it put up for grabs as soon as she decided we were gonna stay in Ponyville forever."

"Who would want a secluded place like this, Spike?" Twilight frowned. "If I wasn't so anti-social, I'd never have wanted to live in a place like this. I liked it because it was quiet and I could study, which was all I used to care about."

"No you didn't, Twilight," Spike protested. "You weren't always studying or trying to impress the princess. And it wasn't just holidays and birthdays that made you take a break from studying. You had me, and we had your family. And every now and then, your old friends would drag you into something whether you wanted to or not."

The young alicorn could only shake her head from side to side. "And I never really bothered to get invested in any of those hang-outs. Maybe you saw it differently, but I'm sure to my old friends it looked like I didn't care about them at all. I can't even remember their names, that's how bad a friend I was!" She made her way up the steps and pushed open the doors to the tower's interior. Everything was now dusty and covered with cobwebs. The few years that had passed since it had become vacant had not been kind to the place.

Still, Twilight felt the faint callings of nostalgia as she trotted inside and had a look around. "It's exactly how we left it, nothing's changed!" She declared, before spotting a familiar looking book. She blew the dust away and almost couldn't believe her eyes when she read the title! "Predictions and Prophecies! And it's still open to the Elements of Harmony!"

Then Spike noticed something too. It was sticking out of a small corner and looked like the remnants of some kind of present. "Hey, there's the gift I was planning to give Moondancer at that party she was hosting. And the rest of it's still here! Doubt she'll want it now, though."

The princess of friendship glumly looked out of the nearby window. She had already shed enough tears earlier, she couldn't cry anymore even if she wanted to. But still she asked. "How could I have let this happen?"

The little dragon walked up to Twilight and put a claw around her. "Princess Celestia gave you an assignment, Twilight. Nopony could blame you for that. You had to pack up your things and go."

Twilight protested. "But just look at how I left this place! It's a total mess!" She sighed and hung her head. "Just like I left my friendships. I didn't bother to say goodbye or even try to. All I could think about was myself," She then looked up and vowed. "I have to find some way to make it up to them, to make it up to..." But the alicorn then remembered that she didn't know the names of the unicorns she'd once hung out with from time to time.

Spike quickly pulled out a list he'd made and read it aloud. "Let's see here: Minuette, Twinkleshine, Lemon Hearts, Lyra Heartstrings and Moondancer."

"Oh yes, them," Twilight realized. "We'll start making amends first thing in the morning!"

The next morning dawned quickly, and Spike soon learned that Twilight had meant what she'd said about when to start the "making amends" process. "Spike, come on!" She all but shouted at him as she roused him from sleep in his old bed. "We've got work to do!"

Groaning and yawning, Spike opened his eyes. He was surprised to see what looked like bags underneath Twilight's eyes and he asked her with concern. "Don't tell you've been up all night?"

"Couldn't sleep," Twilight insisted. "Luckily, I made the most of it. I did some research and I was able to find out where Minuette lives. She's not far from here," She then asked Spike. "Minuette is one of my old friends, right?"

"Yes... but..." Spike began only to be cut off as he saw Twilight dash down the steps and head out the door. He just sighed. Hopefully, once Twilight saw for herself that her old friends bore no grudges, she would settle down and they could go back to Ponyville to rest.

As it turned out, Minuette's house was defined by the hourglass carving high above the door, along with hourglass shaped windows (and matching curtains).

"You know, it's not too late to just forget about this and go back home," Spike pointed out. "I don't remember much about those girls aside from the times you'd invite them over for study sessions when you were fillies," Then he recalled. "And I do seem to remember being especially fond of Moondancer, she always seemed to be just like you except a little more... withdrawn. Kind of like Fluttershy."

Twilight briefly giggled. "Yes, you and Moondancer certainly got along nicely. But all the girls loved to fawn and coo over you," She then sighed. "That's about the only good memories I have of them. The rest are... unpleasant. No doubt, they all probably wondered why their old friend would just leave them so abruptly. How their old friend could treat them like they were nothing. Intentionally or not, I took their friendships for granted. I have to make it up to them, or at least tell them I'm sorry," She then knocked on the door, and it was soon answered as she saw a pair of moderate sapphire blue eyes peaking out at her. "Minuette?" She hopefully inquired.

It was indeed Minuette, and as soon as the unicorn saw who her guest was she adopted the biggest smile either Twilight or Spike had ever seen! It could've rivaled the smiles Pinkie Pie was known to give (and known to value for that matter)! Her eyes sparkled with energy, her light cornflower blue coat glistened in the sunlight along with her toothpaste like mane and tail of moderate blue and light persian bluish-gray locks. Even her cutie mark depicting an hourglass seemed to look better than it had ever looked before. "Twilight Sparkle!" She laughed. "You old so-and-so! What are you doing back here?!"

Twilight tried to open her mouth to speak, only to find that no words would come out.

Minuette wasn't bothered for a second as she just trotted forward, admiring Twilight's wings. "Hey, Spike! Good to see you too! Oh my, just look at those wings, Twilight! Look at you, a big, important alicorn princess!" She then floated over a camera with the mulberryish gray magical glow of her horn as she instructed to Spike. "Hey, can you do me a favor, Spike? Grab a picture of me and the princess, will ya?! I've tried to tell my co-workers we used to be friends back when, but they've never believed me." She delivered the last line with a giggle, then stood next to Twilight and tried to pose as best she could.

Spike gave Twilight a glance, just as confused as she was about Minuette's apparent cheerfulness. But seeing as she didn't seem bothered for the moment, they decided it best to oblige her little request. Spike held the camera in his claws and tried to get both ponies in view, zooming in and out with the lens until he was satisfied.

Then Minuette seemed to get an idea as she looked to Twilight, more specifically to her wings. "Wait, wait, wait! Really fluff 'em up, huh? That way your wings will stand out more."

Twilight obeyed, "fluffing" her wings out to the best of her ability and trying not to blush at how awkward it looked.

The cheerful unicorn giggled a bit. "That's better," She turned to Spike. "Ready!" And she then stood in front of Twilight while maintaining that bright smile she'd been wearing for so long already.

In a matter of seconds, the picture was snapped as the camera flashed. Spike held out the finished photo and gave it to Minuette. "Hope you're satisfied." He told her and said nothing more.

Minuette admired the photo. "Perfect! This is all the proof I need!" She then turned to Twilight and locked eyes with her as she questioned in that still chipper and cheerful tone of hers. "So what are you doing back here? I mean, I know you're here all the time for important matters, but you never come to see me."

"Well, I was just thinking about you and the other girls. You know, the old gang?" Twilight Sparkle confessed.

The unicorn with a light cornflower blue coat beamed brightly upon hearing that confession! "Well why didn't you just say so?! I was just about to suggest we go hang out. Lyra's actually here in Canterlot today, visiting us like she often does. Wanna go say hello to them too?"

The young alicorn agreed. "Of course. I... kind of have something important to say to them all."

Minuette smiled and leaped into the air! "Oh, this day just keeps getting better and better! It'll be so great!" Then with a giggle she added. "Come on, let's fly! Get it? 'Cause you're an alicorn?" And she took off at a brisk pace.

"Seems like everything's okay with her," Spike pointed out to Twilight. "Told you you were getting worked up over nothing."

Twilight wasn't convinced. "Just because Minuette seems to be okay doesn't mean the others are. I still have yet to apologize to them. Besides, it'd be rude to turn down an invitation when we're honored guests. And I have a good feeling I know where Minuette's leading us."

Reluctantly, the little dragon sighed in agreement. "Oh, alright. Let's just hope the other girls aren't as 'traumatized' as Minuette."

A short time later, Minuette and Twilight were meeting up with three other unicorns at Donut Joe's shop. It took Twilight a hot minute to remember everypony's names: Lemon Hearts was the one with the lemon yellow coat, a moderate to light shades of light blue curly mane and tail, raspberry pink colored eyes and a cutie mark depicting three hearts (two were blue and one was green). Twinkleshine was the one with the whitish-gray coat, a somewhat curly pink mane and tail, arctic blue eyes and a cutie mark depicting three light blue stars. And Lyra Heartstrings was the one with the sea green coat, a bushy grayish-green and white mane and tail, brilliant orange eyes and a cutie mark depicting a gold lyre.

"No way!" Lyra exclaimed when Twilight informed them of a major development in her life (besides the obvious one involving her current state of appearance). "You actually adopted Spike and you're his mother now?"

Twilight blushed a bit. "I did, yes. It... definitely took some getting used to. But the hardest part was the adoption process. Never in all my life did I see so much paperwork!" She sighed a bit. "It all worked out, though."

Lemon Hearts, meanwhile, just smiled as she looked across to Spike. "I still remember when you were in diapers, and Twilight kept insisting she wasn't your mother because she didn't lay your egg. Boy, how the times have changed."

Spike giggled a little despite the embarrassing memory. "Yeah, they sure have. Nice to see you girls have been getting along just fine without us."

"It's true, I tell you!" Minuette exclaimed while pointing a hoof to Twilight! "Twinkleshine literally spit out her oats when she heard you were the princess of friendship! It was all in the papers, just like the invasion at the royal wedding or Tirek's rampage."

Now it was Twinkleshine's turn to blush even as she mentioned. "We all saw you at the coronation with your new friends. Now that was some shindig, almost as good as the ones Lemon Hearts is always planning. And you know Minuette's the finest dentist in all of Equestria. Lyra... she's got her 'research'. And as for me, well, I mostly just do odd jobs I suppose. But I do someday want to open my very own nursery and daycare to care for little ones. I remember the time Minuette, Lemon Hearts and I tried to babysit Spike for you. That... didn't go so well."

"I didn't mean to give you girls a hard time," Spike apologized. "I wasn't used to somepony other than Twilight, her family, Princess Cadence or Princess Celestia trying to look after me. I've gotten much better since then," Then he commented. "Although, is it just my imagination, or have I seen you girls around Ponyville? And not just Lyra either, I've seen all four of you... I think."

Minuette pointed out. "Well duh, of course you've seen us! Since Lyra lives in Ponyville, we're always going there to visit her or she comes here to visit us. We also thought about asking you to join our little gatherings, but we figured you just sorta moved on and made new friends."

"Oh," Twilight glumly commented as she now remembered what she'd wanted to apologize for. "Well, it's not like I meant to forget you girls or anything like that. I know you all considered me a friend even if I didn't necessarily see it that way. In fact, that's what I wanted to apologize for. For just leaving you girls so unexpectedly, didn't even say goodbye or give you a chance to."

Lyra was quick to ask. "So?" And her tone of voice made it sound like she wasn't particularly bothered by what her old friend had just pointed out.

The young alicorn just continued with her apology. "Before I left Canterlot, I didn't really appreciate my friends. And that's because I didn't know how important friendship was to me. But I've learned so much since I moved to Ponyville. I learned what it means to be a good friend. It's how I became the princess of friendship. I know that's no excuse for just forgetting about you girls for so long. I'm really truly sorry for any pain I might have caused you."

But to the surprise of Twilight Sparkle, her old friends didn't react with glares or harsh words. Instead, they all threw back their heads and laughed together!

Once again it was Minuette who was taking the lead in providing an explanation. "Oh, come on, Twilight! Don't beat yourself up about it! It wasn't your fault Princess Celestia sent you to Ponyville!"

"It kind of was," Twilight pointed out. "I was so fixated on my studies and on trying to prove a point. I turned out to be right in the end, but still. And even after that, I could've come back here even just once to see how you girls were doing. Just because I had new friends didn't mean I had to forget about my old ones."

Minuette simply smiled. "Hey, maybe it did sting a bit when you up and ran off to Ponyville without a heads up, but it's not like we weren't used to that sort of thing from you! You'd kind of been doing it all the time whether you meant to or not."

"Yeah," Twinkleshine added. "So we didn't take it personally. And you're here now, having donuts with us. So we're glad you remembered us now. Better late than never as they say."

Lyra smiled as well. "It's great to see you now, and Spike as well. You've grown a lot, and not just in size."

Lemon Hearts then proposed. "Hey! I just had the greatest thought ever! Who's up for a little blast from the past? It's my treat, seeing as the donuts are on my tab and everything. I did promise to pay for them, didn't I?" The other unicorns, Twilight and Spike were all in agreement. And all were quite curious as to what Lemon had in mind.

Lemon lead the others to an old building that none had seen for years. It was a building within the complex that made up Celestia's School for Gifted Unicorns, which was where Twilight had first met Minuette, Lemon Hearts, Twinkleshine and Lyra Heartstrings (and Moondancer too for that matter).

"I don't believe it!" Twilight exclaimed with a gasp as her eyes peered into the currently empty building through one of its windows! "It's our old science lab! I have so many fond memories of this place! Science was my favorite subject in school!"

Then Minuette fondly recalled. "Hey, remember that time Lemon Hearts got her head stuck in a beaker when she botched a teleportation spell?" And she, Twinkleshine and Lyra all shared a laugh.

Lemon Hearts frowned. "It was one time, girls! One time! Right, Twilight?"

But Twilight didn't answer. She was too busy thinking of her own memory of that particular event. Only now could the mare place that laughter she'd heard all those years ago.

Indeed, Lemon Hearts had gotten her head stuck inside an empty beaker. And she was being chased around by Minuette, Twinkleshine and Lyra as the three fillies tried to catch her. It didn't seem to occur to any of them that they could've just used their own horns to magically lift the beaker and set their friend free. They were having too much fun to think of that possibility.

Twilight Sparkle overheard the laughter but paid it no attention. She was too busy comparing notes with another unicorn filly about something their textbook told them to do. "But according to this book, Moondancer, you're supposed to add the sodium chloride first."

Moondancer was a cream coated unicorn filly with dark purple eyes. Her mane and tail had been styled to look just like Twilight's, but their colors were a shade of red with purple and grayish violet stripes. "I read ahead, Twilight," She declared while setting the heavy textbook down for a minute. "And to make a proper salt lick, you need to add the molasses first."

Twilight simply stated back. "Well, I read ahead too, Moondancer, and I'm sure it said sodium chloride first."

It was then that Moondancer noticed something about the book she was reading, especially when compared to the one Twilight had. "Oh, would you look at that? I've got the wrong book. That's so hilarious." She dryly remarked.

The filly with a light purple coat simply grinned. "What would you ever do without me, Moondancer?"

"I don't know, Twilight. I don't know." Was all Moondancer said in reply, also paying no attention to the laughter from the other fillies. If she had, she and Twilight might have been witness to the silly chase Lemon Hearts was leading the rest of her friends on.

The memory faded just as quickly as it had arrived. But it caused Twilight to realize that there was one mare who'd been part of the circle of friends, yet this mare was currently unaccounted for. "By the way, girls," She spoke up. "Whatever happened to Moondancer? You know, our other friend? I remember she was the only other one who ever took an interest in anything I did, and she looked almost like she could be my twin sister now that I think about it."

"Oh, Moondancer, right! I had a feeling we were forgetting somepony!" Twinkleshine exclaimed!

And Lyra recalled while putting a hoof to her chin. "Wasn't she the one holding that party in the castle the day Twilight left for Ponyville?"

Minuette smiled. "She was. I always liked her even when she wasn't hosting parties or inviting us over for sleepovers as a filly," Then she admitted. "But after Twilight left, we sort of lost touch. We tried to stay in contact with her, but her letters became so infrequent and then she just moved across town without telling us," She scrunched her face up as she tried to remember. "I... think she went to live out by the stadium, didn't she?"

"Well, let's go see! The stadium isn't far from here," Lemon Hearts suggested. "I just hope she still remembers us since it's been so long."

Secretly, Twilight whispered. "I hope she's as forgiving as everypony else has been today."

The unicorns led Twilight and Spike to a house standing by itself in the middle of the city, but a ways back from the actual road. The house looked like it hadn't been taken care of if the leaves on the red brick roof and the broken shutter on the window above the front door were any indication. The front door itself was a shade of purple with a crescent moon in the middle, surrounded by a small greenish-yellow patch on either side. The house had grayish-blue bricks and a window both up top and off to the left side. A small stone pathway led from it out only about halfway to the street.

"Well, I think this is the place," Minuette pointed out. "Although, I don't remember it always being this way."

"You don't think something happened to Moondancer, do you?" Spike nervously questioned.

Lyra gulped. "I sure hope not. If it did, I'd feel awful knowing we didn't know about it until now."

Twilight Sparkle reluctantly plucked up courage. "Well, there's only one way to find out. Here goes nothing." She approached the door and knocked on it, only to find that the wood was so rotten that a mere knock was enough to break it! She stepped back and gasped! The house was in worse shape than it appeared from the outside!

Suddenly, the door creaked open as a familiar looking cream coated unicorn poked her head out from the darkness. She looked exactly like everypony remembered Moondancer looking like, except for a pair of thick black glasses on her face and a tacky looking black sweater. It also seemed like she had re-styled her mane a little, two beads the same color as the stripes in her mane and tail now had the top of her mane styled into a bun. "Yes?" She grumpily called.

"Moondancer, is that you?" Twilight hopefully inquired.

The unicorn nodded while bitterly remarked. "It is. But what do you want from me? I'm trying to study," Yet once she got a good look at who it was that was talking to her, her eyes immediately narrowed. "Oh, it's you. Finally remembered me, huh? A little late for that now, princess."

"Hey, don't be like that!" Lyra protested to Moondancer! "Twilight came all the way back here to visit us, your old friends. The gang's all here again! Isn't that lovely?"

But Moondancer's reaction was not what anyone was expecting. She just grumbled, swished her tail and without saying a word slammed the door shut.

Minuette started to laugh again.

"What's so funny? This doesn't seem like a laughing matter." Lemon Hearts pointed out while looking across to her fellow unicorn.

The currently off-duty dentist profusely apologized. "Sorry, it's what I do when I'm nervous. It's how I cope," She adopted a somewhat more serious tone as she added. "Seriously though, that's old Moondancer for you. She always did like her books. Hey! Kinda like what you used to be like, huh, Twilight?"

The resemblance was quickly picked up on by the young alicorn. And for her it made her want to do anything but laugh. "Not just kinda, exactly how I used to be. In fact, I'd almost say it was worse. Even I never treated you girls that coldly, and I was pretty detached whenever we hung out," She sighed and lamented. "It's just as I feared, my leaving did have an impact on somepony. How could this have happened?"

A few days passed as Twilight, Spike and at least one of their old friends secretly kept tabs on Moondancer. They watched her movements to see if anything stood out.

But eventually, Spike lost his patience as the little dragon audibly complained. "Come on, Twilight! We've been watching her for three days now! Nothing changes! Library, house, library, house. That's it! Even her cutie mark is the same, it's still that purple crescent moon and those three pink stars."

Twilight Sparkle was more alarmed by what she'd picked up from watching Moondancer's small movements. "I don't get it. Nopony looks at her or says hello or even gives her a smile. And she never says anything in reply. It's like she doesn't even exist," Looking across to Minuette (who happened to be watching with Twilight and Spike that day) she inquired. "Was she always like this and I just never noticed before?"

"Sort of," Minuette answered. "I mean, she always was a little on the shy side even when we were hanging out. You seemed to be the only one she felt comfortable around, I guess you made an impression on her or something. Even so, there was a time when she was starting to really come out of her shell."

"You mean, like that party in the castle the day I left?" Twilight realized with a sense of horror!

The usually cheerful unicorn nodded in confirmation. "Yup, that's the one. But I think you were busy that day, seeing as you were going to be sent off to Ponyville and everything." And she began to recall that chance encounter with Twilight on that very day.

"Oh, there you are, Twilight! We were just about to come looking for you," Twinkleshine had declared upon happening to see the then unicorn. "Moondancer's having a little get-together in the castle's west courtyard. Whaddya say? Interested? All our friends are gonna be there."

But after looking back to her books for but a second, Twilight Sparkle had simply replied. "Oh, terribly sorry, girls. I'd love to come, really. But... you know me, I've got a lot of studying to catch up on. Er... tell Moondancer I said hello." And with that she had rushed away without giving the invitation another thought.

As the flashback ended, the young alicorn thought of something. "Say, didn't I hear one of the girls say something just before I was out of sight? Something about if I ever did anything besides study?"

Minuette seemed considerably less enthusiastic as she admitted. "I think that was Twinkleshine. And she didn't mean any offense by it. We all knew you were Princess Celestia's student. It was just kind of frustrating how you always seemed to find an 'excuse' whenever we wanted to hang out with you. Even if we got used to it it did still sting sometimes. At least Twinkleshine, Lemon Hearts, Lyra and I had each other. I don't think Moondancer really had anyone."

"I was afraid of that." Twilight glumly replied.

The unicorn with a light cornflower blue coat went on to say. "When Moondancer threw that party in the castle, we all thought for sure she finally might be letting her guard down a little. We kept trying to invite her out afterwards, and sometimes she would say yes. But for the most part she just chose to focus on her studies and always said she was too busy," She then reluctantly confessed. "Eventually, we just sort of stopped trying. We didn't mean to give up on her, but nothing we tried was working."

Meanwhile, Twilight Sparkle was lamenting. "I had no idea that party was so important to her. I know that not going to that party was the right decision to make in the grand scheme of things, but I still owed it to Moondancer to at least come back afterward and apologize for missing it. If I'd done that, she probably wouldn't be like this," But then she got an idea as she vowed! "I have to make it up to her somehow! I just have to!"

Twilight's idea of "making it up" to Moondancer involved tailing the reclusive unicorn to the Canterlot library and then not so subtly ducking inside to talk to her. She even intentionally gasped when she "bumped into" her fellow mare! "Oh, my gosh! Moondancer?! Is that—"

But the young princess had to be shushed by other ponies. She had to remember that she was in a public library and silence was appreciated.

A little later, Moondancer had retreated a ways into one of the sections within the back of the library. But she was still unexpectedly interrupted by Twilight who asked. "Moondancer, can I talk to you for a min—"

Moondancer moved to shush the alicorn, only to find a massive reddish-violet bubble surrounding her immediate area that was being powered by Twilight's horn. "What is this?" She questioned.

Twilight grinned. "A bubble of silence, of course," And she began to speak up again. "I haven't seen you in a while and I thought it might be nice to catch up. You know, just between old friends. There's something I really wanna say to you. If you'd like, we can go outside and discuss this where nopony but us has to hear it."

The reclusive unicorn only replied by using her own magic to pop Twilight's bubble. "Please just leave me alone." She grumbled after the bubble popping prompted more ponies to speak up and call for silence.

The young alicorn didn't reply either way to Moondancer's request, but she did seem to back off for the time being.

Yet Moondancer soon afterward was surprised when, while flipping through the pages of her book, an ink like drawing of Twilight appeared and began to speak in a whisper. "I'm sorry I skipped your party. I know you're not gonna believe this, but I ended up fighting a wicked mare of darkness who wanted to bring about eternal nighttime. It's not an excuse, though. I know how much that party meant to you and I want to make it up to you any way I can."

Moondancer screamed and shut her book right on the spot, once again hearing ponies call for quiet as she did so! She then opened the book up and glared at the ink like drawing of the alicorn while whispering (and growling). "Why won't you leave me alone, already? I'm trying to study, here! And besides, you've got the wrong pony! I don't have parties!"

But the voice of Twilight just replied through the drawing. "You did once. And I was so caught up in my own studying that I didn't take your feelings into account. At the least I should've been there in pony to tell you I couldn't make it."

Still, Moondancer was anything but happy as she whispered. "Look, Twilight Twinkle—"

"Sparkle." Twilight corrected.

The unicorn with a cream coat and a somewhat messy mane and tail only continued. "Whatever! You know what I meant! I don't care if you're the princess of friendship, I just need to be alone so I can study without some crazy pony trying to make friends, all right?!"

"Fine!" Twilight seemed to agree as the drawing of the alicorn marched to the next page.

But that was when the glasses wearing unicorn suddenly became intrigued. "Wait. How did you just get into my book like that? I didn't hear any spells be cast."

The young alicorn grinned before she popped out of the book by lighting up her horn. "Just a little something I picked up in my spare time. I still like to study as much as anypony else. I can only do it for a few minutes right now, but you'd be amazed how much you can pick up when you're actually in a book! Know what I'm saying?"

Moondancer was awe struck for a moment, before realizing that she had read about such a spell before. "Oh, is that all? And here I thought you had something special to show me. You've really fallen behind on your studies if you think I don't know that spell. It's one of Hayscartes' methods."

Twilight almost gasped in amazement! "You know Hayscartes too? I thought I was the only one."

Moondancer simply snorted and boasted. "Of course I know him! He's a genius! Starswirl the Bearded's got nothing on him! He wasn't some all powerful sorceress who tutored the princesses, Hayscartes got to where he was by studying and researching."

The young alicorn then proposed. "I know that too, Moondancer. But if you want to know more, I have a copy of his Treatise on Ponies. I'd be more than happy to let you have it. I can easily find my own copy back in Ponyville, I've got my own private library."

"Inside that castle of yours?" Moondancer grumbled. "Yeah, I read about in the papers. Hard not to hear about it when it was all anypony would talk about," But she added. "Still, I guess it would be nice to have that copy close at hoof. Maybe friends are still good for something."

"Knew you'd see it my way," Twilight beamed as she gestured a hoof. "Follow me."

This time it was Twilight Sparkle who was leading somepony to somewhere. In this case she was happily leading Moondancer to the old tower that she (Twilight) had once occupied. "Sorry about the mess. Nopony's lived here for years and nopony's bought it yet, so it's a bit of a fixer upper." She apologized for the state of the tower's appearance as she led the unicorn inside.

"What is this place?" Moondancer commented. "I don't remember it."

"This is where I lived when I was Princess Celestia's student," Twilight readily explained. "Guess I never had you or the other girls over. But in my defense, my studies did keep me busy. Princess Celestia was quite a teacher, studying under her was a whole lot different than just having a class be taught by her."

Meanwhile, Moondancer's dark purple eyes were drawn to a dusty old book that happened to be lying nearby. She picked it up within the light pinkish-gray glow of her horn. "A first edition copy of Principles of Magic!" But her happy mood didn't last long as she remembered something about the book. "Hey, didn't I lend this to you and you promised to give it back?"

The young alicorn gulped as she sheepishly and vaguely answered. "Uh... maybe. I mean, I had so many books it was kind of hard to keep track of 'em all. That's what Spike was for, he was made my assistant for a reason."

The unicorn frowned as she flipped open the book. "I did! And I even wrote something in it: 'To my friend, Twilight Sparkle. Thanks for introducing me to the classics. Moondancer.'" She was quick to sarcastically replied. "Sure seems like it was as valuable to you as it was to me, seeing as you left it here and all. At least you could've, I don't know, given it back to me? Would've been about as good a present as anything else you could've given me for that party."

"I'm really sorry about that, Moondancer, honest," Twilight insisted. "I was in a rush when I was packing up and your book just sort of slipped my mind. I'm not trying to make up excuses."

"So, what, you just brought me over here to get me away from the books?" Moondancer questioned. "I thought you of all ponies would understand. Books can't hurt you like friends do."

Twilight Sparkle was quick with a protest. "Believe me, I once thought the same to an extent. I thought books were the only thing I needed in my life, but I was wrong," Then she explained. "But the reason I brought you here wasn't because I wanted a reminder of how bad a friend I used to be. I brought you here to see if maybe you'd be interested in this place. It's pretty cheap, all things considered. I'll even help you clean up and decorate it to your heart's content, then you can come here whenever you want and study to your heart's content."

The glasses wearing unicorn was quite giddy at the prospect as a smile returned to her face! "Really?! You'd do that for me?!"

Sensing that she'd lured her former friend in, Twilight opted to lay down her terms for the deal. "Yes, but only if you agree to do something for me first."

Moondancer unhappily sighed. "Should've known there'd be a catch. What is it?"

"I want you to come to dinner tonight with our old friends. They're all gonna be there, and Spike will be there too," Twilight pointed out. "Minuette's already gone through the trouble of booking reservations at one of the best restaurants in town."

"So they did remember me!" Moondancer realized and glumly replied. "Great, now I feel bad. This was your plan all along, wasn't it? To guilt trip me into spending time with our friends from magic school?" She tried desperately to back out. "Look, it's not like I don't want to hang out with them or anything. But I'm not who I used to be, I'm not who they think I am. I've changed, I don't need friends anymore. I just wanna be alone to pursue my studies."

"That's not really the case," Twilight protested. "They never stopped trying to reach out to you and they know what you've become. They're worried about you, Moondancer, and so am I! Please, at least come to dinner tonight and give friend making one more chance! If not for my sake, then surely for your own. Princess Celestia once taught me that there's more to life than dusty old books! And she was right."

Still, the unicorn hesitated. "Well... I don't know. I tried friendship and it's just not for me. Besides, I was planning on reorganizing my biology scrolls."

The young alicorn decided to sweeten the deal with something she knew Moondancer would be unable to resist. "What if I taught you Hayscartes' method? If I do that, would you come to dinner?"

Moondancer let out a heavy sigh. "You're not letting this go until you get me to say yes, I can tell. Even when we were fillies you were always persistent when you thought you were right," And reluctantly, she agreed. "Fine. Just this once. But I'm not making any promises. If it doesn't it doesn't work and you have to get off my case!"

That night, the once friends gathered together at a reserved table for a private dinner. Oddly enough, when Twilight arrived with Moondancer she swore she could see an extra seat at the table. Had another friend she'd forgotten about until now decided to show up uninvited?

The alicorn shook the feeling from her mind. If such a friend existed Spike would've mentioned it. Besides, when she looked again she saw an empty seat with no menu or anything else to indicate that somepony had been there. Most likely it was just a spare seat that the restaurant couldn't move to another table.

So it was that one alicorn, one baby dragon and five unicorns all sat down to dinner. Even before they could decide on what to order, there was a long and uncomfortable silence around the dinner table. No one seemed to know what to say to get a conversation going. They all just looked at each other, giving each other the most uncomfortable glances. And it was clear to them that one guest was more uncomfortable and ill at ease than any other: Moondancer.

Eventually, it was Minuette who took the initiative and broke up the silence. She looked to Moondancer and asked her. "So, Moondancer, uh... what are you studying these days? It's been such a long time since I've heard anything from you, so I was just curious."

Moondancer bluntly and matter-of-factly replied. "Science, magic, history, economics, pottery. Things like that. I don't have a specialty at the moment. I study whatever catches my eye."

"Yowza! Never a dull moment, huh?" Minuette nervously chuckled. "So, what, you planning on becoming a professor or something? I think you'd be good at it, especially since Twilight doesn't seem like she's gonna be a teacher anytime soon."

"Well, you never know, I've always felt I'd make a decent teacher," Twilight sheepishly replied. "Besides, I kind of already tutor some young ponies on the side back in Ponyville. I just don't think every princess necessarily has to have a student right away," And she then proposed. "Unless, you'd like to fill that role, Moondancer?"

Moondancer shook her head. "No thanks, I've no interest in studying anything with you," And then to Minuette she added. "And to answer your earlier question, Minuette, I'm not planning to become a professor, a teacher or a scholar."

Spike slowly blinked. "So, what, you're just... studying for the sake of it? Even Twilight doesn't do that, her studies always have a point."

The reclusive unicorn only grumbled. "Can I go now? This isn't working."

"Come on, Moondancer!" Lyra pointed out. "You've barely been here five minutes! We're trying to get to know you, but you keep pushing us away like you did before!"

"I didn't push you girls away, we all agreed it was best if we stopped hanging out." Moondancer coldly replied.

Twinkleshine nervously commented. "But we didn't like that. We were still friends then. Heck, we're still friends now, aren't we? Friends don't just shut friends out."

"Twilight did. She said it herself, she never considered us friends back in the day," Moondancer grumbled. "It was silly of me to think otherwise," Then she glared at the alicorn seated next to her. "And now suddenly, she comes stomping back here on a whim and thinks all can be forgiven because she's a princess?! She has her own friends now, why does she care so much about us?! If she never came to see us before she got wings, then it's obvious what she really thought of us! She just up and moved away, never bothering to say goodbye!"

Spike immediately moved to defend Twilight! "She had an important assignment from Princess Celestia! If she had ignored it, Equestria would probably be suffering under eternal nighttime from Nightmare Moon, or eternal chaos from Discord, or who knows what other threat?! What matter is she's here now, trying her best to make up for everything!" And he then saw fit to question Moondancer. "Is all of this really because of one party she missed? It wasn't a birthday party or anything special like that. And you could've always come and talked to her whenever she was in Canterlot."

However, Moondancer replied with a choked expression! "That was the first party I ever threw, Spike! I finally worked up the courage to put myself out there, to be more social! And then the friend I thought I had more in common with than any other pony in Equestria couldn't even be bothered to show up in pony to tell me she couldn't make it! I know she was the princess' student, but she owed me at least a proper goodbye! I shouldn't have had to find out after the fact that she was some big hero! How was I ever going to compete with that when her new friends were clearly so much better?!" She began to sob as she got up from the dinner table. "What I was thinking coming back here? I... I should go before I say something I'll really regret!"

Twilight immediately followed after Moondancer when the unicorn left the restaurant, outright teleporting in front of the unicorn as she desperately pleaded! "Moondancer, please! You have to give friendship a chance! I don't know what else I can say or what more I can do!"

Moondancer seemed to be struggling to hold back tears. "You can't! You can't go back in time and I wouldn't want you to. Maybe it was just me all along. Maybe I was foolish to think I could ever befriend the student of Princess Celestia, or that you'd ever take any interest in me."

"But you can't give up on friendship because of that!" Twilight protested again. "I'm sorry I didn't realize how important that party was to you. I'm sorry I didn't see how much I meant to you as a friend. I'm being sincere. And even if you can't forgive me, you at least have four other friends who still wanna hang out with you."

"Yeah, it was their idea to host the party. Minuette practically begged and pleaded until I finally caved in," Moondancer admitted as she began to recall her memories of the party. "But then, well... you can guess what happened."

In the memory, Moondancer had completely styled her mane and tail to look like Twilight Sparkle's. If not for the glasses and the different colors on the coat, mane and tail, you would've thought she was Twilight's twin sister or something along those lines. She'd finally agreed to host a party for all her friends and had managed to rent out the west wing of the castle for it. Banners and streams had been hung up, balloons had been purchased, everything was ready.

Minuette's smile was so bright it could've rivaled Celestia's sun for its glow as she turned to her fellow unicorn. "Hey, Moondancer! Look at this spread, huh? Glad to see you took my advice! This party's gonna be amazing! And I'm loving your new look!"

Moondancer just smiled as she adjusted her glasses, witnessing two other unicorns approaching. "Thank you so much for coming, all of you!"

Twinkleshine smiled back. "Of course. We wouldn't miss one of our best friends' parties. Lyra would've come too if Ponyville wasn't busy getting ready for the Summer Sun Celebration."

"That's okay," The book loving unicorn replied while looking around. "I just wanna know if Twilight's coming. I'm really hoping she does. Maybe I can help her get her nose out of those books for once."

But Lemon Hearts had to break the unfortunate news to the party host. "A-actually, she can't make it. She said she was very busy with her studies. But she told us to tell you she said hello. And who knows, maybe she'll stop by later on?"

Moondancer's heart sank upon hearing the news. "Oh, I see." She tried her best to smile but it was obvious her heart wasn't into it anymore.

"H-hey now," Minuette tried to insist with a nervous grin of her own. "We can still have fun together, right?"

"...Sure," Moondancer replied at last. "Might as well after I went to all this trouble."

And just like that, the memory faded as Moondancer came back to the present. "The next day I heard about what happened to you in Ponyville, and I saw you'd made new friends. I realized then and there that it was pointless," She confessed to Twilight. "Whether you meant to or not, you'd forgotten all about me. And since Lyra had already moved to Ponyville, I figured 'Why bother'? It seemed everypony I tried to befriend ended up moving away sooner or later," She then began to trot off. "Thanks for trying, Twilight. But tell the girls to forget about me and move on, like I did."

Twilight was rendered speechless by the remarks! All she could do was stand there in silence with a sorrowful look on her face, watching as her one time friend wandered away into the darkness of the night.

Spike came rushing up to Twilight a moment later, immediately concerned when he saw the sad expression she was wearing. "Twilight, are you alright?"

The alicorn princess slowly snapped out of her state of shock as she sadly stated to Spike. "No. No, I'm not. I really messed this one up, Spike. All I did was make a bad situation worse. If only there was a way to get Moondancer to see how much she means, not just to me but to all our friends," Then, suddenly, something sparked in her mind and she knew at once what had to be done! "Wait, that's it! I know to fix this, Spike! But I can't do it alone. Luckily, I know another friend who can help me."

The next morning, Minuette happened to come by the tower Twilight and Spike had been staying at. To her surprise, she found that the tower doors were locked tight and wouldn't open even to magic. And neither was there was a note posted on said doors indicating where they might be.

The usually chipper unicorn just shrugged her shoulders as she thought. "Guess they went back to Ponyville unannounced. Well, it was nice seeing them again." And she turned to leave.

But Minuette had only just descended the spiraling staircase when suddenly she heard an energetic (and silly sounding) scream split the air! She looked up, and to her great surprise she saw Twilight and Spike flying back into town with a pink coated earth pony in tow! Before the unicorn had a chance to react, she was tackled to the ground by the flying convoy as it crashed into her!

Luckily, no one was hurt. And the pink coated earth pony even bounced up and twirled her tail like a propeller as she exclaimed! "That was awesome! We really gotta go flying more often, Twilight!"

Meanwhile, Minuette turned her attention to Twilight as she again greeted her old friend. "There you are. Figured you and Spike threw in the old towel and went home."

"Well I did go back to Ponyville," Twilight admitted while brushing off the dust. "But it wasn't to give up, it was to pick up reinforcement and get my secret weapon," She then cleared her throat as she prepared the introductions. "Minuette, meet—"

But there was no need for said introductions as Minuette instantly recognized the earth pony. "Hey, Pinkie Pie! Great to see you again!" She cheerfully exclaimed!

"Hiya, Minuette!" Pinkie Pie exclaimed in reply as the two hugged each other! Then she turned to Twilight. "You didn't tell me Minuette was gonna be here, Twilight!"

"Wait, you two know each other?" Twilight Sparkle questioned.

Pinkie happily nodded in confirmation. "Duh! You forget, she was one of Cadence's bridesmaids! We hang out all the time when she's in Ponyville! Didn't you know that?" She playfully ribbed the alicorn while teasing. "And you call yourself the princess of friendship. Guess you still don't know everything. Oh well, that's what you have me for," Then she turned her attention to Minuette. "Twilight briefed me on the way here. We'll need fifteen bags of confetti and as many helping hooves as we can get."

Minuette was eager to pitch in with the party pony! "Lead the way, Pinkie! And when we're done we can stop for donuts at Joe's!"

Spike then looked to Twilight. "And what are we gonna do?"

"Just come with me," The young alicorn replied. "Hopefully, everything will work out like I planned."

A little later, an unaware Moondancer left the library and prepared to head back to her house. But then she noticed a book laying on the ground. Her curiosity getting the best of her, she trotted over and picked it up with her magic, reading aloud its title: "A Brief History of the Wagon Harness!" Then she spotted another book nearby and picked it up as well and read aloud its title: "The Life and Times of Morari the Maneless?" From there, she could see several books lying on the ground. Suspecting nothing, she picked each one up in succession and followed the trail they created.

Eventually, the trail came to an end right by the west wing of the castle. And just as Moondancer picked up the last book, she could hardly believe her eyes! "W-what's this?!" She exclaimed, dropping all the books she'd picked up due to her brief spell of shock.

The castle's west wing had been decorated to look just like it had looked when Moondacer had hosted that party all those years ago. And all of her old friends were there, along with Spike, as well as a pink coated earth pony she didn't immediately recognize (but she knew it was one of Twilight's Ponyville friends). And they were all wearing party hats.

"It's a party. Just for you, Moondancer." Twilight greeted the cream coated unicorn.

The pink party pony happily bounced over, giving Moondancer her own party hat and party favor. "Surprise! A Pinkie Pie Party, boy are you lucky. You can thank me later."

The reclusive unicorn simply spat out her party favor and took off her party hat. "Thanks but no thanks," She told the host. "I appreciate the gesture, but I'm fine, really. Besides, I don't do parties anymore and you know why."

Twilight teleported over to Moondancer, preventing the unicorn from fleeing. "Indeed I do. And that's why I'm hosting this party for you, to make up for it."

"Big deal!" Moondancer replied in an unconcerned tone.

"You're right, it was a big deal!" Twilight insisted as she pulled her old friend close and gestured a hoof. "And now that I realize how important friendship is, I'd like to make up for my mistake with a new party. A party in honor of my friend Moondancer!" She then floated over a wooden bat while gesturing to a pinata that had been set up. "At least don't take your anger out on me, take it out on this pinata. Please, let me make this up to you."

Moondancer eyed the bat, the pinata and then Twilight as she took the bat into the soft glow of her horn. She seemed to briefly move the bat towards the alicorn before swinging it back around. "And you think this is gonna do it, huh?"

"Uh, yes?" The alicorn nervously smiled, unsure of what else to say.

Moondancer slowly moved the bat towards the pinata and gave it a few whacks. "Well, sure, why wouldn't it?" She spoke in a tone just barely above a whisper. "I mean, that was only the first time I put myself out there, and then you didn't even bother to show up!" She swung the bat back towards Twilight, pointing it like a stick while she scolded! "Then you just left town without saying goodbye even though we were supposed to be friends!"

"H-hold on now!" Twilight stammered and stepped back, terrified of what Moondancer might be about to do. "Please, calm down."

"No!" Moondancer snapped as the tears began to flow from her eyes! "I was humiliated! I felt like I wasn't important to you, to anypony! I never wanted to let myself be hurt like that again! Shutting myself off from the world hurt too, but not as much as it did when you just left without a word!" She moved the bat even closer to the alicorn despite the constant crying blurring her vision. "The others convinced me that I had value! That other ponies might like me and want to be my friend!" She held the bat right over Twilight's head as she shouted! "And you! Didn't! Show! Up!"

For a moment, it looked like Moondancer would whack Twilight in the head with the bat as she screamed! But she didn't! Instead, she broke down in tears and dropped the bat as she covered her face with her hooves. "Look at me," Moondancer sniffled between sobs. "I can't even stay mad at you without breaking down. I'm pathetic. No wonder you didn't want to be my friend. It really was just me all along."

Pinkie Pie saw the whole thing and whispered something to Spike, the little dragon wandering off without saying a word.

Twilight took no notice of development, other issues took front and center for her as she approached the crying unicorn and gently put a hoof to her back. "You're right, Moondancer. This party can't make up for the way I hurt you, whether I realized it or not. But please, don't let my mistake be the reason you can't be friends with anypony else. You still have friends, always did and always will if you just let them into your heart. You're not pathetic. You were hurt, but closing yourself off won't make the hurt go away. It'll only make it worse."

"We never gave up on you, Moondancer," Lyra firmly insisted. "You weren't the only one who was hurt when Twilight left so unexpectedly. But just as she was there for you when I went away, so too were Minuette, Twinkleshine and Lemon Hearts there for you when Twilight couldn't be. And they weren't the only ones." She then gestured a hoof.

Moondancer looked up and ceased her crying, wiping her eyes and then gasping at what she saw! A trio of ponies were standing before her, all of them unicorns that had been brought by Spike (who silently bowed and gestured to them)! From left to right there was: A unicorn mare with a grayish-blue coat, a bushy dusty black colored mane and tail with grey streaks, purple eyes hidden behind golden glasses and a cutie mark depicting two books. Then a tan coated unicorn mare with a curly golden mane and tail, green eyes hidden behind purple glasses and a cutie mark depicting a bee hive. And finally a unicorn mare with the same coat color and mane and tail as Moondancer, but with dark purple eyes (she was not wearing glasses) and a cutie mark depicting a coffee cup. All of them were wearing party hats, and all of them were instantly recognizable.

"What? The librarian: Miss Pages! The bookseller: Busy Bee! And my big sister: Morning Roast!" Moondancer commented in disbelief!

Minuette smiled. "They've all been your friends too, Moondancer. And they're just as worried as we are that you didn't wanna be friends with anypony anymore. We all tried for years to get to you come out of your shell again."

"Nopony is an island, Moondancer. We're social creatures by nature," Twilight pointed out. "I'm sorry it took me so long to realize that. Facing magical creatures, the end of Equestria, all sorts of things, none of that was as hard as having to confront what my own actions did to you," And she added. "It was one of the worst feelings I'd ever had. That's why I had to correct it. Not just because we used to be friends, but because I didn't want you to repeat the same mistake I once made in thinking I could live without friendship."

It was those very words that cut straight to the heart of the reclusive unicorn. Right then and there, she realized without saying a word how wrong she'd been. Friendship was something she was wrong to turn her back on just because of one bad experience. She sobbed a bit, before pulling Twilight into a hug. "Thank you, Twilight. I never realized how much I needed to hear that until now. I'm sorry I was so rude to you when you were only trying to help."

"It's okay, Moondancer. At least you got it all out of your system," Twilight Sparkle smiled. "And I hope it's not too late for us to start over as friends. My offer to give you my old tower still stands."

Moondancer smiled. "I'd be honored to take it, Twilight. Just as I'd be honored to be your friend again. I might even have to pay a visit to Ponyville one of these days," Then she declared. "Now come on, everypony! Let's party!" Hesitantly, she then asked Pinkie Pie. "Right?"

"Right!" Pinkie Pie smiled as she fired off her party cannon! "And if you ever need another party planned on short notice, just give me a call. After all, parties are what I do best!"

The party went on for several hours, lasting all day and even long after the stars had come out at night. But even a party as important as this one couldn't last forever.

Eventually, Twilight approached the guest of honor and told her in no uncertain terms. "I think it's time for Spike and I to head home, Moondancer. If you ever do visit Ponyville someday, feel free to come and see us. My door will always be open to a friend."

Moondancer smiled back at Twilight. "I'll remember that. Thank you for helping me make some new friends. Even if they are my old friends." She gave a slightly nervous chuckle upon saying that.

"Oh, we'll be sure to come back and visit you all again soon." Twilight promised.

"Really? That would be great!" Moondancer happily exclaimed! "After all, you've still gotta teach me that Hayscartes technique!"

Twilight readily agreed. "You got yourself a deal."

But just then, Spike remembered something he'd found back in the tower. "Oh, I almost forgot!" He exclaimed as he pulled out a battered and somewhat smashed up present box. "Here, Moondancer. It got kinda banged up, but it's a little something I was going to give you back at the first party. It's not much, but I hope you'll like it."

Moondancer unwrapped the present and was presented with a framed picture of herself back when she had looked exactly like Twilight. She and the other unicorns were all at Donut Joe's enjoying donuts with each other, while Twilight (as usual) had her nose stuck in a book. Moondancer was all too happy to accept the present, and the framed picture still hangs inside her house to this day. It serves as a reminder to her of the friends she had and the friends she hopes she'll always have.

S6 E21: Every Little Thing She Does (What If?) - Redo

Author's Note

I've done a few redos before this one, but they're still a very rare thing so allow me to explain what I'm trying to accomplish. A redo is done if I think there was something in the original I didn't address, or if there are things I learned later on that I felt were worth considering that I didn't consider at the time. It also sometimes happens if a particular idea for an episode I've already done comes up.

The inspiration for this redo comes from The Cartoon Hero/Hero of Tomorrow's review of this episode, which he considers the all time worst episode not just of Season 6 but also the entire show. In his review, he suggested that Starlight Glimmer clone herself using the spells she shows off earlier in the episode and how it could avoid being a rehash of "Too Many Pinkie Pies".

The idea stuck with me, and I think it was worth considering since in my original rewrite I still had Starlight unleash her spell combo to more or less brainwash the rest of the mane six. That really didn't do her any favors, and even with the other rewritten stuff I put in I feel like it would be better if Starlight using magic only truly negatively impacted her rather than everypony else. Plus, my original rewrite involved a lot of debating at the end about what to do with Starlight, and I never really followed up on that.

Hopefully, the changes I've made here make sense. You can still check out the original rewrite from Volume Four if you really want to, that way you can compare and contrast. And I'm always open to suggestions on other episodes I've already rewritten that I could redo.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S6 E21: Every Little Thing She Does (What If?) - Redo

It was early in the morning in Ponyville, but one occupant of the crystal castle in the middle of town was already up and about: That pony was Starlight Glimmer. She had already had a small breakfast for herself and was now in the castle library, smiling to herself when she was able to find it without trouble. "Wow, I'm getting good at this!" She said to herself. "Can't believe I used to get turned around just trying to find any room at all. Still think this place could use a map, though. Too many broom closets."

Then the unicorn mare let her wandering eyes observe the rows and rows of books all neatly stacked around her. She'd been coming to this room a lot lately to do her own studies. "Now let's see, where was that book again?" She asked herself as she lit up her horn and began to pull books off the shelves one by one. It took her a little while to find it, but when she did her eyes lit up like stars in the night sky. "Aha, here it is!" The book had an innocent sapphire blue cover and just looking at the title wouldn't convey anything to make it special: Special Spells and Secrets: Tips and Tricks For Aspiring Unicorns. It seemed to just be a book for advanced magical studies, but Starlight Glimmer knew better.

Flipping through the pages, the unicorn with a grayish-purple coat loosely read over spell after spell. She'd already tried a small hoofful of them and had been impressed. "Just wait until I show Twilight I've been doing studies all on my own!" She thought to herself with a smile. "Maybe I'll even impress her enough to get her off my back about my friendship studies," She shuddered a bit as she thought about it. "It's not like I don't wanna learn about friendship. But the last time I had to do a lesson on my own it... didn't go so well." She could well remember what had unfolded with Trixie, the memories still fresh in her mind.

A part of Starlight felt guilty for doing this when she knew it was friendship she was supposed to be studying. But to be fair, Twilight hadn't said other studies weren't allowed. And magic was what had helped the once evil unicorn befriend Trixie in the first place, and had played a fairly big role in helping her reconnect with Sunburst. So a few advanced spells here and there surely wouldn't hurt. Twilight was bound to have learnt just as advanced spells if not even more advanced ones.

Eventually, Starlight found a spell she wanted to test out. In fact, she found a whole bunch of spells she wanted to try out all at once. Picking just one to do would be hard. So why should she have to choose? "I'll just try 'em all!" She thought to herself as she lit up her horn.

Unbeknownst to the curious unicorn, she was not the only inhabitant of the castle awake at this current moment. Twilight and Spike had also woken up and were on their way to the library at that very moment. Neither knew yet what Starlight Glimmer was up to.

But the conversation was still turning to the unicorn that had been living with the alicorn and the dragon for quite some time now. Spike was the first to bring it up. "You know, Twilight, it's kind of funny. Starlight's been living with us for over half a year at this point. I didn't think I would get used to having a big sister," Then he giggled. "Although, from the way she acts, I'm kind of thinking she should be a little sister."

"Come now, Spike," Twilight lightly scolded. "Starlight means well. She is getting better at not always acting immature and rash. She's come a long way from the pony she was when I took her under my wing. She seems to be slowly getting more confident in her abilities."

Spike reluctantly commented. "I know, and that's what worries me. She does remember that she's supposed to be learning about friendship and not magic, right? Because it seems like more and more often, she's trying to study magic of some kind."

Twilight replied. "She had to learn some magic to help me fix the map. But she broke it, so it was her responsibility to help fix it," And she added. "Plus, I couldn't help it if I needed some back-up to broadcast the Applewood Derby. And besides, she's been getting along well enough with all of our friends. Not to mention the fact that she's got her own friends in Trixie and Sunburst. She even stood up for Thorax in the Crystal Empire."

"Yeah, having her on my side was a big help," Spike agreed. "Even so, don't you think maybe it's time for a progress report to see if she's taking her friendship studies seriously? She did try to weasel her way out of one the first time she met Sunburst."

Twilight waved a hoof and dismissed the concern. "Oh, Spike. That's only because she was nervous about having to tell Sunburst about her past. She's put that all behind her now, I'm sure," Though the young alicorn hesitantly added. "Still... I guess it has been a long time since she had a friendship assignment to tackle. Even with everything that's happened, she should've found time for at least a lesson or two."

Just then, pony and dragon heard the sound of muffled horn blasts and a thud coming from the library! It sounded like some kind of battle was going on just beyond the library doors! Horrified at the prospect of another intruder, they ran faster and faster until they reached the library doors!

Twilight lit up her horn and flung the doors open as wide as they could! What she saw was not at all what she was expecting!

There seemed to be two Starlight Glimmers, both looking exactly the same. And they were currently engaged in a battle of some sort in which one had conjured up a shield with her magic.

By chance, that was when one Starlight looked back and saw that she had company! "Twilight?!" She gasped!

The other Starlight took advantage of the opportunity and fired off a blast at her wide open opponent!

The first Starlight was thrown into the book shelves and groaned as she struck them, books falling on top of her and burying her in a small pile!

Twilight Sparkle moved quickly after that! Using her own magic, she dispelled the clone and rushed to the original Starlight's aid. "Starlight, are you okay?!" She asked her student, checking her all over to see if she was hurt in any way, shape or form.

Starlight Glimmer groaned as she slowly stood up and shook her entire body. "I'm fine, Twilight. A little sore, but I'll live," Then she blushed, looking around at the mess she'd made of the library. Books were scattered everywhere. "Although, it looks like we'll have to... er... clean up."

Twilight could only sigh. She hadn't anticipated her student being quite this... aggressive in pursuit of her own magical knowledge. Yet even she couldn't have suspected what the real reason for Starlight's private studies was.

"When you told me you'd been doing solo studies, Starlight, I didn't think you meant it like this." The young alicorn somewhat frowned as she looked at her student.

Starlight blushed. "Sorry. It's just that... magic has always been where I've felt at home. It's not like I was studying brainwashing spells or anything."

Twilight simply commented. "I guess not, and I never said you couldn't study magic on the side. If you'd asked nicely, I could've gotten a space set up for you," She then grinned. "In fact, I wouldn't mind going up against you once in a while if you wanted to see how far your magic can take you. After you were able to keep up with me in the past, I realized my own magical combat skills were kind of lacking."

The unicorn gulped a bit. "I still think you were holding back. If you'd really wanted to, you could've easily destroyed me then and there."

"And then you wouldn't have come to learn about how wonderful friendship can be," Twilight remarked. "You've certainly come a long way from then. You don't hate cutie marks anymore, and you've been hanging out with my friends quite often."

"Only when you're around," Starlight confessed. "Well, aside from when Pinkie Pie practically begged me to come with her to Manehattan. That was certainly an adventure I'll never forget."

The young alicorn nodded. "I heard all about it, Starlight. In fact, that's kind of what I wanted to talk to you about today," Then she looked around the library. "But we'd better get the mess you made sorted out first. I hadn't planned on making today re-shelving day, but I suppose I can bump it up a week after making a few adjustments to my schedule."

However, Starlight Glimmer got an idea as her horn began to spark! "Actually, I know of a better way to put things back where they belong. Let me show you," She began rushing all over the library, hastily picking up books in the blink of an eye and placing them back on their proper shelf in a matter of seconds. "Speed spells like Accelero are not easy. But if done correctly, they can allow you to be much more efficient with your day, as you just saw."

"Whoa, that was impressive, Starlight!" Spike remarked with amazement!

The unicorn mare with a grayish-purple coat just grinned. "If you thought that was impressive, wait 'til you see this new spell combination I just perfected. It combines Similo Duplexis with Accelero, and if they're used in just the right way," Suddenly, a second version of the mare appeared beside her and the two said in unison. "You can literally be in two places at once!"

"Cloning, huh? Didn't Pinkie Pie tell you what happened when she tried that?" Twilight pointed out to her student.

Starlight nodded. "She did, which is why I've only tested it with one copy right now. There don't seem to be any side effects so far, but then again I haven't tried going beyond two. That could take magic on your level, Twilight."

Twilight nodded back. "Probably, though even I would've never thought of combining spells the way you just did. You certainly know how to think on your hooves," Then she used her magic to pull out a clipboard, and after eyeing it she declared. "Though, I just realized yesterday that you apparently haven't tackled any friendship lessons at all since you met Trixie."

At that, Starlight Glimmer gulped and took a step back. "R-really?" She briefly stammered. "I could've sworn there were a couple in there somewhere. Has it been that long already?"

"Unless there's something I missed, which I doubt, this list doesn't lie," Twilight explained before putting the clipboard away. "Look, I know you've been busy since Trixie came along. So much has happened: Rainbow Dash became a Wonderbolt, Rarity opened a new boutique in Manehattan, we got the map working again and of course there was the whole 'Guys' Night' incident. But there's no reason why you shouldn't have found the time to at least start on one friendship lesson or even two. I even gave you some suggestions, didn't I?" She delivered the question with a quirked brow.

Starlight seemed to shrink from Twilight's gaze, almost like she was trying to hide something. But she managed to maintain a somewhat sincere smile while replying. "You did, yes. I'll... get right on them! Guess they just slipped my mind." She gave a slightly nervous laugh as she finished that sentence.

"Great! No time like the present!" The princess smiled. "In fact, today would be an excellent day to tackle a friendship lesson all on your own! Think of it as a friendship pop quiz if you will."

"You mean, this isn't like when you tasked me with making a new friend for an important dinner?" The unicorn questioned. "I can choose what I want to do?"

Twilight nodded. "You're the one who's supposed to be learning, and any good student should take the initiative to learn all by themselves," And she added. "Besides, it'll give you more freedom since there's no real deadline. Although, since Spike and I are going to be away, a progress report by tonight would be appreciated."

"Why? Where are you going?" Starlight questioned with concern. "Why can't I come along and tackle the friendship lesson at another time?"

"Because," Twilight explained. "I've been asked by Princess Celestia to give her students a quick overview on the history of enchanted objects in Equestria. And Spike, as usual, is there to help me manage my notes. Don't worry, though, we shouldn't be gone for too long. We should be back after the presentation, which should be..."

"A week from now?" Spike appeared to only slightly joke.

Twilight grumpily replied. "Tonight. It'll be a quick presentation and lecture, especially when I take your suggestion to condense my notes," She then said to her student. "So when I come back, I hope to see you at least having started on a friendship lesson. You don't even have to take those suggestions I gave you if you've thought of something else. Trust me, there's always something friendship related going on here in Ponyville. As long as there's at least two other ponies left, somepony's gonna be having some kind of problem with a friend of theirs."

Reluctantly, Starlight agreed to what her teacher had asked of her. "Of course! No problem!" She seemed to nervously chuckle and then took off while declaring "I'll get right on it, Twilight! I swear! You won't even need to check in on me, that's how good I'll be at... whatever friendship related thing it is I end up doing."

But as soon as the mare was out of sight, Spike sighed and commented to himself. "She's going to get herself into trouble, I just know it."

Twilight, by chance, happened to have overheard the remark. "Come on, Spike! Have a little faith in her! She is your big sister, after all. And don't forget, it was your suggestion that I let her learn at her own pace instead of always trying to set up lessons for her. I'm only doing this because I need to know she's taking her friendship studies seriously. But I'm sure I'll have nothing to worry about," She then changed the subject as she gestured to a stake of note cards. "Now why don't you help me color-code these cards according to time, place, and object."

"Fine." The little dragon reluctantly agreed. But he couldn't shake the feeling that Starlight Glimmer was heading for trouble. He'd seen this kind of nervous behavior before, and he knew from experience that whenever the unicorn acted like it it always resulted in something unexpected happening.

Later that day, Starlight had retreated to her own bedroom within the castle. Kites and kite flying equipment lay scattered on the floor, and the unicorn was currently occupying herself by levitating some blocks within the bluish-green glow of her horn. Near her bed was a framed picture of a unicorn that looked kind of like Trixie, except it was in black and white. And near that framed picture was an equal sign with a red circle and line drawn through it.

Briefly, the unicorn's thoughts turned to Trixie and to Sunburst. "Would they really understand?" She thought to herself, recalling her experiences with the only ponies besides Twilight she considered in that small circle of "true friends". Then she shook her head. "No, I can't ask them for help! Sunburst is busy and Trixie... she's got her wagon and her tours. I have to solve this on my... somehow."

Just then, the once evil unicorn's thoughts were interrupted by a knock at the door! Frantically, she dropped the blocks and rushed over to a small desk with scrolls nearby! She proceeded to pull out some small note cards Twilight had given her, the suggestions for possible friendship problems that Starlight had yet to consider. And by coincidence, each of them involved one of Twilight's friends. The same friends that Twilight said were also Starlight's, but Starlight wasn't sure how true that statement really was. There was still much about them she didn't know if the way Rainbow Dash's reaction to a Wonderbolts question had been any indication.

The door to the bedroom opened, and in strolled Spike.

Starlight made it look like she was busy pondering the suggestions Twilight had given, murmuring and humming to herself while trying to appear to be deep in thought. The notecards floated in the soft glow of her horn. "Oh, yeah. Mm-hmm. Decisions, decisions. So many choices, so little time." She intentionally made the comments aloud.

Spike just cleared his throat to catch Starlight's attention. "Hey there. Just checking in before Twilight and I leave for Canterlot. You need anything?"

The unicorn mare playfully grumbled. "Come on, Spike. I'm not a little filly who needs foalsitting. I'm a grown mare, I can take care of myself. If anything, you're the little kid around here."

The little dragon snorted. "I'm not that little and you know it," Then he commented. "Come on, you know you can talk to me. You've done it before. Twilight doesn't always pick up on those little things you try to hide."

"Who, me?" Starlight blinked in seeming innocence. "What would I possibly have to hide? My life's an open book now. I don't have a care or worry in the world. The only problem I've got right now is figuring out which of these possible assignments to do."

Spike raised an eyebrow as he looked at the unicorn. "Oh really? Is that why you haven't acted on them even though Twilight gave them to you weeks ago?"

"Y-yes. That's totally the reason why." Starlight answered in the hopes it would send the little dragon away.

It didn't, Spike just seized the note cards and noticed the little drawings of five mares, one for each card. And they corresponded to what Twilight had in mind for helping that mare out. "Let's see here: 'Bake a cake with Pinkie Pie', 'Scrapbook with Applejack', 'Sew with Rarity' 'Help an animal with Fluttershy' or 'Chillax with Rainbow Dash'. What even is chillaxing anyway?"

Starlight Glimmer shrugged her hooves. "Don't ask me, I haven't got a clue. Rainbow says a lot of words I don't really understand, and she's not the only one who does it."

Spike blinked slowly. "Riiiiiiight," Then he looked back to Starlight and in a gentle tone of voice he said to her. "You know, uh, if you're nervous about your friendship lessons, it's totally okay to say so. Twilight will understand, just like she's understood everything else you've done," He then coughed into a claw. "Eventually, anyway."

But in response to Spike's "accusation" Starlight threw back her head. "Nervous, me?" She tried to laugh as sincerely as possible, but it didn't sound very convincing. "Oh, Spike, you really are hilarious. You and your little brother jokes. I swear, Twilight lets you get away with so much that I never could when I was growing up," Then she boasted. "You seriously think I'm nervous that I'm somehow gonna fail something as simple as baking a cake? With Pinkie Pie no less? She lives in a bakery for pony's sake, how could the two of us mess it up?"

The light purple scaled dragon rolled his eyes. "You tell me, you're the one who hasn't done it. If all of these are really so simple, then you should've been able to do them all by now. So come on, just pick one and get it over with if you're not nervous! You've got all day."

"I will then, you'll see!" Starlight insisted as she puffed out her chest! "I'll do so good on my friendship assignment that you and Twilight will realize you were wrong to ever doubt me! And then you'll see that magic isn't the only thing I'm great at!" And with that, as if to make herself heard, she picked up the note cards and trotted away to seemingly make a decision.

Spike could only groan and put a claw to his forehead. His little hunch had been right, Starlight was bound to get herself into trouble now. "And I thought Twilight was the master of the freak-out." He muttered to himself while also resigning himself to the fact that this time he wouldn't be around to keep Starlight Glimmer from doing something crazy.

Starlight Glimmer thought she had done a good job of masking her fears and insecurities around Twilight and Spike. At least, that's the way it seemed when they both left for Canterlot and left her alone in the castle without either of them asking her which friendship assignment she was going to do.

Yet once the unicorn was confident in the knowledge that she would be all alone, and that she had a full day (more or less) to tackle just one friendship assignment for Twilight, her confident mask crumbled. Instantly, she started to panic and hyperventilate. That is, until she gave herself a good smack across the face with a hoof! "Come on, Starlight! You've gotta pull yourself together!" She said to herself. "You can do this! A hoofful of friendship lessons should be child's play compared to those spells you mastered."

All she had to do was pick just one of the five assignments and commit to it. But there in lie the problem, picking one was immensely difficult to the unicorn. She read through them again, just to see if maybe she could rule any of them out now that time had passed. But Starlight didn't know enough to know whether any of the five mares would be unavailable or no longer were interested in whatever Twilight wanted her to do with them.

"Think, Starlight, think," The unicorn mare declared while pacing back and forth, trying to think of a solution. "There's got to be a way to tackle these assignments and impress Twilight. Just one isn't gonna cut it," Then she remembered Spike's comment about how she could've had them all done by now if they were so easy. That was when an idea came to her mind! "Of course, the answer's obvious! I'll just do them all at once, I should be able to find time to work with everypony," She smiled, then lit up her horn in preparation for a teleportation. "Let me just make sure."

The first stop for Starlight on her journey was Sugarcube Corner, more specifically the upstairs loft that served as a bedroom for Pinkie Pie. Fortunately for the unicorn, the pink party pony was around.

"Hi, Starlight!" Pinkie greeted with a smile while bouncing over. "Haven't seen you outside the castle lately."

Starlight Glimmer smiled back. "Sorry, I've been meaning to get out more but I've been busy. But I'm here now," And she immediately asked. "Wanna bake a cake? Any cake at all is fine."

Pinkie broke out in a grin that spread from ear to ear! "Sure thing, Starlight! After all..." She started to sing. "It's a piece of cake to bake a pretty cake-"

Starlight put a hoof to Pinkie's mouth to silence her. "Sorry, I'm on a bit of a schedule. No time for a song." She somewhat apologized.

Pinkie Pie removed the hoof as she told the unicorn. "That's okay, we can save the song for when we actually start baking!" Then she declared. "Hope you don't mind getting a little messy, or in my case a lot messy!" And she began to bounce away. "I'll just make sure I don't need to watch the Cake Twins, unless you'd rather help me with that?"

"No! Never in a million years! Those two drove me crazy the first time I met! I have no idea how you manage to keep them under control!" Starlight Glimmer exclaimed! "I'll stick with baking a cake." And she then lit up her horn and teleported away. That was one assignment she'd committed to, hopefully she would still be able to fit the other four in without too much trouble.

Next up was Sweet Apple Acres, and it was Starlight's good fortune to come across Applejack right as the stetson wearing earth pony had finished with her daily applebucking. "Howdy, Starlight," She greeted while wiping the sweat from her brows. "If you're here for an applebuckin' lesson I'm afraid you're too late, Big Mac and I already got the whole orchard covered."

"Actually, Applejack," The unicorn mare suggested. "What about that scrapbook you were working on? You know, the one Twilight wanted me to help you with?"

The farm mare blinked for a moment, before remembering what Starlight was referring to. "Oh yeah, that. Well if you've got time, I reckon we can at least get started on it. Got a whole lot of memories to go over and a lot of time to cover."

"That's okay, as long as it won't take all day," The unicorn commented. "I already promised Pinkie Pie I'd help her bake a cake."

"Really?" Applejack inquired with concern. "You sure you got time for that and my scrapbook?"

Starlight somewhat nervously nodded. "Think I can manage. Why don't you go ahead and get set up, and I'll join you as soon as I have the time?"

"Well... alright, I guess," Applejack agreed. "Just be careful with your commitments, sugarcube. I know what it's like to think you can multitask only to find out you've gone and bit off more than you could chew." Still, she trotted away to the farmhouse to get her scrapbook, and that was Starlight Glimmer's cue to teleport away.

Rarity was hard at work in her workshop at Carousel Boutique, even wearing her ruby red sewing glasses and having her trusty tape measure around her neck. But it was fortunate for her that she had a brief break in her sewing when Starlight teleported in. "Starlight Glimmer, what a nice surprise. Can I help you with anything?"

The grayish-purple coated unicorn eagerly smiled. "Actually, I should be asking you that question. Seeing as Twilight thought it'd be a good idea if I helped you sew a dress or something."

The fashionista smiled back. "Why certainly. I'd be honored to have a helping hoof. In fact, I have a special project I was thinking we could do together, although it'll take a while. As I always say: You can't rush fine art."

"Fine by me," Starlight agreed. "Just don't be surprised if I have to duck out every and now then. I'm also helping Applejack with her scrapbook and baking a cake with Pinkie Pie. Never a dull moment for me!"

Rarity nervously blinked. "Are you sure that's wise, darling? I'd understand if you already had other commitments."

But Starlight protested! "No no no, Rarity! I can manage! You're the expert, so why don't you come up with a design for us to work on and I'll swing by later to start working on it?"

"Starlight, it's okay if you don't have the time," The fashionista tried to assure her friend. "I'm sure we could always wait until tomorrow and-" But before she could finish her sentence, she saw that Starlight Glimmer had already teleported away. "Oh," She commented and then sighed. "Well, guess you're really gonna go through with it, Starlight. 'The customer is always right'." And so she prepared to start on a small side project she had been saving for just such an occasion as the one now presented to her.

Despite beginning to grow just the slightest bit tired from constant teleporting, Starlight Glimmer still managed to reach Fluttershy's cottage with little trouble. "Hope this isn't a bad time," She said to the animal loving pegasus. "But I was thinking I could help you help one of your animal friends."

"Sure, Starlight," Fluttershy agreed. "I've been up to my neck in critters in need of care lately, so it's always nice to have a friend help me out."

"I thought you weren't the town's vet?" Starlight blinked. "Was I mistaken?"

Fluttershy shook her head from side to side. "Not at all. I'm no veterinarian, but I am still certified to care for critters in need: Big and small alike. My cottage is like an unofficial sanctuary," Then she suggested. "So, which animal do you want to help me with? I've got lots of candidates."

"Whichever one's gonna take the least amount time to care for!" The unicorn urgently spoke up. "I need to have time to help Rarity, Applejack and Pinkie Pie."

"Oh my!" Fluttershy exclaimed in disbelief! "That doesn't sound like a good idea to me! How are you ever going to find time to manage their problems as well as mine?"

"I'll... I'll think of something, I'm sure!" Starlight insisted with a nervous laugh. "So just pick a critter I can help quickly, and I'll come back later to help you with it." Then she teleported away before Fluttershy could say anything more to her.

So it was that an almost out of breath Starlight Glimmer showed up at Rainbow Dash's cloud house, and only just remembered to cast the cloud walking spell before she would've fallen straight through.

Fortunately, the brash speedster was around. "You okay, Starlight?" She questioned upon seeing the troubled look on the unicorn's face. "Haven't seen you like this since... well... I can't remember."

"Oh, I'm fine! Really!" Starlight nervously insisted and immediately questioned. "Would it be okay if we 'chillaxed' or whatever it is?"

Rainbow Dash nodded. "Yeah, definitely. After all, you look like you really need to chillax. You look as if you're about to collapse."

"Sorry," The unicorn panted. "Just got a lot on my plate today! Hopefully, I can squeeze in a chillaxing session with you while I work on helping the rest of our friends. It's gonna be a little tight, but I think I can manage. So, lay it on me. How do I go about chillaxing? How long will it take?"

Rainbow frowned. "As long as it needs to. We can't just chillax wherever and whenever we feel like it, that's not how it works," She got up from her bed and stretched her wings. "I'm gonna have to scout out a more suitable location for optimal chillaxing, preferably down on the ground so we won't have to worry about the cloud walking spell failing. And trust me, when we really get into the chillaxing vibe, we're gonna be there for a while." She proceeded to grab what looked like a sleeping bag and sunglasses.

"Okay, you get set up and I'll... check on the others!" Starlight Glimmer replied as she lit up her horn again. Then she teleported away yet again, this time heading back to the castle.

The rainbow maned pegasus could only shake her head. "That pony seriously needs to chillax before she hurts herself."

Poor Starlight now found herself in a rather unfortunate predicament. She'd already gone and committed herself to multiple friendship lessons that were all going to happen at more or less the same time. Just teleporting to each friend had been exhausting enough, and she hadn't even started on any of the lessons yet. But she knew she had to start on them, she'd already promised Twilight.

Besides, she had gone and boasted to Spike about how easy it would be to do a friendship lesson. She couldn't go back on her word now.

"Why'd I have to go and open my big mouth?" Starlight Glimmer complained to herself as she took a moment to readjust her mane and tail to an unfrazzled state. Her friends would know something was up if she showed up in such a messy state.

Once that was done, it took the unicorn another moment or so to compose herself as she took several deep breaths again. If only she had picked one instead of all five. But time travel wasn't a possibility.

"What am I gonna do?! What am I gonna do?!" Starlight commented as she paced back and forth within the familiar confines of the castle's front hallway. Time was passing, she had to make an appearance to the others sooner or later.

Then, suddenly, an idea came into the young mare's mind. She remembered those spells she had combined together earlier in the day. "Of course!" She giggled to herself. "I found a way to be in multiple places at the same time. And it'll be like I was always there, nopony will ever know!" Then she took a deep breath. "I just gotta concentrate, I can do this."

Concentrating deeply, Starlight Glimmer lit up her horn and surrounded her entire body. She had just perfected the combination of Similo Duplexis and Accelero. Eventually, she saw a perfect replica of herself appear beside her. "Great! It works!" She declared but the glow around her horn and body didn't fade. Just two Starlights wouldn't be enough for today. She was going to need more, enough to cover each friend.

At last, five Starlights (including the original) stood in the Castle of Friendship's front hallway. You wouldn't be able to tell just by looking at them which one was which, they were completely identical in every way.

The original Starlight smiled as she said to herself. "Congratulations, Starlight. You're a genius," And now it was time to give the copies their orders. "Hear my voice and listen!" She declared in the most dramatic tone possible! "Each of you is going to be given an assignment, and each of you is to carry it out. When it's done, report back to me here at the castle so that it'll seem like I was there all along."

"Yes, Starlight." The four clones all said in unison.

The original unicorn smiled. "Excellent. Now I can chillax with Rainbow Dash, that should be easy enough," Then she turned to the other Starlights and approached each of them one by one. "I want you all to do whatever you're told to do by the pony I assign you to work with," From left to right she then said to each clone. "Starlight One: Go to Sugarcube Corner and help Pinkie Pie bake a cake. Starlight Two: Go to Sweet Apple Acres and help Applejack with her scrapbooking. Starlight Three: Go to Carousel Boutique and sew a dress with Rarity. Starlight Four: Go to Fluttershy's cottage and help her help an animal, any animal."

"As you wish, Starlight." Each of the copies declared all at once.

"Excellent!" The original Starlight Glimmer smiled, though her smile didn't last long when she saw the clones were just standing around with blank expressions on their faces. "Well, what are you all standing around here for? You've got your orders, get out there!"

But the first Starlight clone replied in a matter of fact tone. "We do not know the location of any of those places you just mentioned. We only know what you have told us." And the other three Starlights nodded in agreement.

The original Starlight frowned and bit her lip while sighing. "Ugh, fine. I'll show you each the way, but we have to be sneaky about so that nopony will suspect anything."

"And how will we get in touch with you?" The second Starlight clone questioned.

"You can all teleport! Remember the castle and teleport back here as soon as you are finished with your assignments," The original Starlight explained to them. "Now come on! We're wasting time standing around here." And she grabbed each of the clones with one of her hooves, then teleported away to direct each of them to their designated locations.

The first Starlight clone was brought right to the doorstep of Sugarcube Corner as the other Starlight clones were kept hidden in a nearby bush.

The original Starlight explained to the clone. "Remember, do whatever Pinkie Pie tells you to do."

"'Whatever Pinkie Pie tells me to do'." The clone repeated.

"Exactly," The original Starlight declared and then rang the doorbell. "Good luck!" And she teleported away to help the other clones.

Pinkie Pie opened the door mere seconds after the other Starlights had disappeared, thus she wasn't aware that she was dealing with a clone. "Oh, Starlight, you're here! I was starting to think you'd changed your mind," She giggled and led the unicorn inside. "Are you ready to bake a cake with yours truly? We're gonna make the bestest cake ever!"

Starlight just replied in a flat and relatively emotionless tone. "I am ready, Pinkie Pie."

The pink party pony was quick to respond. "You can just call me, Pinkie, you know. You've done it before."

"Yes, Pinkie," Starlight nodded in reply. "Let us bake a cake together."

"Now you're talking!" Pinkie eagerly declared as she led Starlight along by the hoof, the two soon arriving at the first floor kitchen. Various ingredients had been set up on a table top alongside a cook book that was red and white in color (styled into alternating squares). "Okie dokie, let's get to work!"

"What do we first, Pinkie?" Starlight questioned even as her tone of voice didn't change.

The pink party pony simply replied. "Simple, we're going to follow the instructions of the cook book."

Starlight repeated. "Follow the instructions of the cook book."

"Hey, I just said that!" Pinkie Pie remarked with brief concern, before bouncing over to the cook book. "Oh well, at least that means I know you're paying attention."

Starlight Glimmer nodded as she continued to flatly state. "Paying attention."

Pinkie smiled. "Yes, Starlight. Paying attention is important," She then eyed the cook book and read aloud. "Alright. Step one: In a medium-size mixing bowl, beat together eggs, sugar and two teaspoons of vanilla." Just as she finished saying that she thought she heard the sound of eggs cracking and sugar and vanilla being poured into a mixing bowl. But when she looked she saw nothing, Starlight was just standing there with a blank expression on her face.

The unicorn questioned the earth pony. "What do we do next?"

If Pinkie was at all concerned by the way Starlight was acting, she didn't show it outwardly as she just turned back to the cook book and continued to read. "Step two: Mix in flour," This time, she knew something had happened because where that had been a full sack of flour before there was now nothing. Deciding to test her new discovery, she glanced her blue eyes back to the cook book before turning back to Starlight and saying. "Step three: Add baking soda, salt and cinnamon!" Sure enough, she saw that Starlight was indeed doing what the cook book said to do.

"What next?" Starlight inquired as her expression did not change.

But just then there came a thump and a bump from upstairs. Pinkie Pie was certain the sound was coming from the Cake Twins' nursery. "I need to go check on the twins and make sure they're okay," She told Starlight while moving the cook book towards the unicorn. "But I think you can take it from here."

Starlight questioned with only slight concern. "Take what from where, Pinkie?"

"Duh, baking the cake of course!" The pink party pony pointed out. "Don't worry, I'll be back soon! In the meantime, you can just follow the instructions of the cook book, and make sure to do them in order. Trust me, you don't wanna do them out of order. I tried it once and the results were... not pretty."

The unicorn mare with a grayish-purple coat nodded. "Follow the instructions of the cook book in order, got it."

Convinced that everything would be just fine, Pinkie left the kitchen and rushed upstairs to find out what the twins had done that had made those loud noises. "Oh, I hope they didn't break something again!" She said to herself.

The second Starlight clone was brought to Sweet Apple Acres, more specifically to the farm house. And after the original Starlight had knocked on the front door, she left with the other clones as the second clone just stood there. She already knew she was to do whatever Applejack wanted her to do.

Applejack opened the door, and she too had no way of knowing that she was working with a copy of Starlight rather than the original. "Hey, Starlight," She greeted while ushering the unicorn inside the farm house. "Got done bakin' with Pinkie Pie already? That was fast."

"Done baking with Pinkie Pie." Starlight nodded in a flat tone of voice.

Applejack smiled as she brought her friend into the living room, sitting down on a well worn (but still comfortable) couch. "Great! That means we got plenty of time to work on my scrapbook!" Though she then questioned. "You don't got somewhere else to be, do you?"

"Don't have somewhere else to be." Was all Starlight Glimmer responded with.

"O...kay," The farm mare blinked slowly, before gesturing to the various photos that lay scattered across a small table nearby. "Well, these are all the photos I wanna put in my scrapbook. Any ideas on how we should organize 'em?"

Starlight simply questioned. "How do you want to organize them, Applejack?"

Applejack was hesitant for a moment. She hadn't been expecting that sort of reply. Still, she quickly settled on a response. "Well, how about I just tell you about each one and then we'll decide where to put 'em?"

"Tell me about each one." Starlight demanded in a flat tone of voice.

So the stetson wearing earth pony did, first pointing a hoof to a picture of Granny Smith looking to the camera with a most puzzled expression while a pig was floating by in a small river on what appeared to be an old pie tin. "Oh, I remember this one," She chuckled. "You'll never believe this, Starlight! A few months ago, Granny Smith was lookin' for her favorite pie tin. She looked in the kitchen, but it wasn't there. She looked in the barn, but it wasn't there," Upon noticing that the unicorn didn't appear to be interested (let alone asking for more details), she decided to sum it up. "Well, I guess you don't need to know the whole story behind each of 'em. Otherwise, we'll be here all day. How about I just give you a short summary?"

"Give me a short summary." Starlight agreed.

Applejack did so after nodding. "Turns out Granny Smith didn't know how to make a pig do the backstroke," She set it aside and turned to another picture, this one depicting Big Macintosh hiding in the mud of the pigpen in the middle of the night. She summed it up. "Big Mac knew that if he just covered himself in mud, the creature wouldn't be able to see him!" Yet still, she wasn't getting a reaction from her friend. Were the photos and the memories contained within them really that boring to others?

Rarity was the next pony to unknowingly be visited by one of the Starlight Glimmer duplicates. She hurried downstairs after hearing the familiar jingling of the bell. And soon, her sparkling blue eyes beheld the sight of her fellow unicorn: Starlight Glimmer. "Ah, being fashionably late I see," She said with a wink. "Well it can't be helped, you were busy baking with Pinkie Pie and scrapbooking with Applejack. But I assume you found time to work with me?"

"Found time to work with you." Starlight nodded and said nothing more.

Satisfied with the answer, the fashionista smiled. "Simply splendid, darling! Now come on, let us adjourn to my workshop and we'll get started on the sewing."

Starlight nodded again in agreement. "Get started on the sewing."

"Exactly! Glad we understand each other," Rarity declared and led her fellow unicorn up the stairs and to her workshop. She then put on her ruby red sewing glasses and prepared her trusty tape measurer. "Now then," She cleared her throat. "I have several different projects to consider. Or did you have something in mind for us to work on together?"

The other unicorn just replied. "What did you want me to have in my mind, Rarity?"

"You... don't have an idea?" The fashionista questioned with concern.

Starlight didn't even shake her head as she answered. "Don't have an idea."

Rarity was a bit surprised by that statement if the slight quiver to her lips was any indication. But she quickly recovered as she let out a sigh. "Well, I suppose it is hard when you're not a fashion pony like I am. Still, sewing at least is relatively simple once you know what you're doing."

"What are we doing, Rarity?" Starlight Glimmer inquired even though her tone of voice hadn't changed once since she'd started speaking. It was still flat and relatively emotionless.

The unicorn with a pristine white coat put a hoof to her chin, deep in thought for a moment. Then she floated over a fashion magazine and flipped through its pages, until finally she stopped on one depicting a green coated earth pony model of noticeably tall stature. She wore a dress that drooped down to the back hooves as it consisted mostly of alternating light and dark yellowish-brown squares, a dark brown belt around the shoulders and a bead like collar. "This dress is relative simple enough to make. We shall make a dress just like this one."

"A dress just like this one." Starlight agreed as she eyed the sketch in the magazine.

"Exactly!" Rarity declared with a wink and a smile. "You get started gathering the materials while I get the sewing needle and threads."

"Gather the materials." Starlight declared and then went off to do just that.

The fourth and final Starlight look alike was brought to Fluttershy's cottage as the original Starlight then retreated to go look for Rainbow Dash and "chillax".

Fluttershy suspected nothing when she saw Starlight Glimmer slowly approaching the pegasus' cottage. In fact, Fluttershy came out to meet the unicorn halfway. "Oh, Starlight. I didn't know if you could make it. I guess you found time to help our other friends?"

"Found time to help our other friends." Starlight flatly stated.

"Oh... that's good," Fluttershy agreed despite a little bit of concern for the fact that her friend didn't seem to be talking very much. She didn't dwell on it though as she led the unicorn inside. "That means you have plenty of time to help me. I'm sure we can find an animal you can help me care for."

"An animal I can help you care for, I understand." Starlight appeared to nod ever so briefly, though her overall tone of expression did not change.

But then the animal loving pegasus remembered something. "Well, there might be a bit of a problem. I wasn't sure when or if you'd get here, so I didn't want to disturb my animal friends. But now that you're here, you can help me round them up. All of them."

"Round up all of the animals." Starlight agreed.

"Yes," Fluttershy commented as she headed out the cottage door. "And then bring them back here."

Starlight simply replied. "Bring the animals back here." And then set out to carry out her designated assignment.

Meanwhile, the original Starlight Glimmer momentarily forgot what Rainbow Dash had told her about finding a chillaxing spot on the ground. She blushed with embarrassment upon remembering that statement, though. And she teleported away from the cloud house and started her search on the ground.

It didn't take too long for the unicorn to find her pegasus friend. Rainbow had gone ahead and set up on a small hill not too far away from her cloud house. She'd even set aside a separate folding chair next to the one she was seated in, and she hadn't taken off her sunglasses.

"So, you ready to chillax?" The brash speedster inquired as she got up and briefly stretched her limbs. "I was beginning to think you wouldn't have time with everything you had on your plate."

"Oh, don't worry, I found a way to take care of all those other problems," Starlight giggled and grinned. "And now I've got all the time in the world to learn how to chillax. So, lay it on me, what do we have to do?"

"Simple, really," Rainbow Dash declared while gesturing a hoof to the chair beside her. "Just lay down and forget about everything for a while. It's not a simple process, it's a state of being. We'll chillax together for however long I decide and not a minute longer."

The unicorn mare obeyed, trotting over and laying down in the folding chair the same way she saw Rainbow laying. Then she put her hooves around her head and leaned back, taking in the rays of the afternoon sun. Was it really this simple? Well, if so then that should mean the other hers were doing just as well as with their assignments.

Starlight Glimmer smiled and sighed as she felt her worries leave her for the time being. "Chillaxing is a success!" She confidently thought to herself. "Now I'll just wait for the other mes to complete their tasks, then I'll teleport back to the castle in plenty of time to clean up before Twilight and Spike get back. Maybe I should make copies of myself more often if they're this helpful."

Back at Sugarcube Corner, Pinkie Pie was only now getting around to making her way back to the kitchen. "Phew," She declared to herself as she wiped the sweat from her brows. "That sure was a close call. Pound and Pumpkin Cake really have to learn not to wait 'til the last minute when they have to go potty."

As the pink party pony pranced back downstairs, she silently wondered how well Starlight Glimmer was doing. After all, Pinkie had been gone for longer than she had anticipated. That potty emergency had come on rather unexpectedly. But the cake should've been nearing completion by now. All that would be left do would probably be to put into the oven to bake.

However, when Pinkie entered the kitchen, her eyes widened as her jaw dropped open in disbelief! "What in the name of pink?!" She exclaimed!

Starlight wasn't working on one cake anymore, she seemed to be working on multiple cakes all at the same time! She was repeating the same steps over and over again for each one!

Immediately, the pink coated earth pony trotted up to the unicorn and demanded! "Starlight, what are you doing?!"

"Following all of the instructions in the cook book in order, Pinkie." The unicorn explained without looking up from the cook book or ceasing her rapid cake assembly.

Pinkie Pie moved to snatch the cook book away! "You were just supposed to make one cake for us to bake, Starlight! You're gonna make us run out of ingredients, and Mr. and Mrs. Cake will have to go shopping for more," She then demanded. "How in the wide world of Equestria did you manage to get all this done so quickly? I was only gone for a few minutes tending to the twins."

"I just followed the instructions in the cook book like you asked me to." Starlight Glimmer declared without a change in her expression or tone of voice.

Pinkie sighed. "Well, I think our little baking session is just about done," She frowned upon seeing how messy the tabletop was. "You've made quite a mess! Even Pound and Pumpkin Cake weren't this messy the first time I helped them bake something! Oh, it'll take forever to get the kitchen cleaned up!" Then, she sniffed the air as a rather troubling smell reached her nostrils. "Is something burning?" She questioned.

Starlight seemed to nod as she explained. "The oven is still on. The first cake should be done by now."

A look of horror flashed in Pinkie's eyes as she raced over to said oven and opened it! Thick, black smoke poured out of the oven and into her face, causing her to choke and sputter. "I can't believe it! You burnt the cake! A good baker never burns cake!" She angrily remarked. "Now we'll have to start all over with another cake!" And then she sighed. "Oh, I shouldn't have left you all alone."

Meanwhile, at Sweet Apple Acres, Applejack was having her own problems with what she thought was the real Starlight. Namely the fact that she had been talking briefly about photo after photo, yet none seemed to prompt a reaction. It was going to be difficult to decide where to put what without feedback.

So Applejack kept on trying, presenting various photos that grew increasingly outlandish and bizarre. "And that's when Granny Smith knew she was gonna need a bigger boat," She declared with a chuckle as she showed a photo of her grandmother rapidly swimming away from what looked like a shark fin. "'Course, it was all just Big Macintosh. He likes to mess around in the water sometimes."

Starlight said nothing and just motioned for the picture to be set aside.

Applejack sighed, moving on to the next picture. This one depicted Goldie Delicious as she was surrounded by cats while sitting on a bench. "So Goldie Delicious said: 'If you can't say anythin' nice about anypony, come sit by me. I'll listen.'" Yet that too didn't prompt a reaction.

The farm mare went through picture after picture, showing each one to Starlight while providing a brief summary: "Ma was just a pony standin' in front of another pony, askin' Pa to love her. Least, that's what she always told me. Granny Smith declared: 'They can take our farm, but they can't take our freedom!' It was the best of apples, it was the worst of apples. Big Mac once told me: With a whole lot of power comes a heck a lot of responsibility. And you know, he was right."

Still, Starlight spoke not a word as she sat there, silently staring at Applejack as the pictures were presented and then set aside.

The stetson wearing earth pony lost patience, pounding the table with a hoof! "This has gone far enough, sugarcube! If you weren't interested in helpin' me with my scrapbook, you could've just said so. You didn't have to lie to me!"

"I did not lie to you. You summed up the photos like I asked you to," Starlight Glimmer declared. "I am now ready to sort them however you want me to sort them."

Applejack almost pulled out her mane hairs in frustration! "That's why I've been tryin' to engage you, so we can decide what photos belong where! But if nothin' interests you, how the heck am I supposed to decide for you? I might as well just be placin' 'em there with my eyes closed!"

"Placing them with your eyes closed," The unicorn commented as she got up to retrieve a glue stick, and then put her hooves over Applejack's eyes to cover them. "I shall do as you wish, Applejack."

But the farm mare removed Starlight's hooves and snatched up the glue stick! "That wasn't a request, Starlight! What in the hay has gotten into you?!"

Rarity was also facing her own troubles with her Starlight duplicate. She had gathered the necessary sewing supplies and was prepared to help her fellow unicorn with sewing and stitching.

But to the surprise of the fashionista, she was presented with a drawing that resembled the dress she had shown off in the magazine. "What in the name of Celestia is this?!" She gasped!

Starlight simply stated. "It is a dress just like the one in the magazine, Rarity. I made it for you just like you told me to."

Rarity's left eye twitched ever so slightly as she frowned. "I didn't mean copy the dress in a drawing! I meant make an actual dress with actual material!"

"Oh." Was all that Starlight had to say in response.

The fashionista unicorn just sighed. "Well, now I want you to make a real dress out of fabric, exactly like the one in the magazine."

"Yes, Rarity. A real dress exactly like the one in the magazine." Starlight replied as she started gathering up materials.

But Rarity frowned anew upon seeing how small Starlight was going to make the dress. So she told her fellow unicorn. "Make it bigger than the one in the magazine, Starlight. I don't design dresses for mice, you know."

"A dress bigger than the one in the magazine," Starlight nodded and turned her attention to the nearest source of fabric she could find, in this case the curtains by the window in the workshop. "Yes, a much bigger dress."

Rarity was horrified and nearly screamed when she saw her curtains be surrounded by the bluish-green magical glow of Starlight's horn! "Darling, what do you think you're doing?" She sternly scolded. "I have plenty of fabric rolls for you to use. You don't have to steal my curtains to make a big dress!"

"I was just making the dress like you told me to, Rarity." The unicorn with a grayish-purple coat declared. It didn't seem if as she comprehended why her friend was so upset or why stealing curtains was not an okay thing to do.

The unicorn with a pristine white coat then questioned. "Are you sure you don't have anything else that you need to work on? If you're going to make a dress with me, you need to keep your mind on that task and stay 'In The Zone' as it were."

"Stay 'In The Zone'." Starlight flatly repeated.

"Are you seriously going to mimic everything I say?" Rarity groaned with annoyance. "I swear, Sweetie Belle is less trouble than you despite all the times she steals my supplies for her own little 'projects'."

And even Fluttershy was beginning to run into her own problems with what was (unknown to her) a copy of Starlight Glimmer. For as she returned with the animals she had managed to round up, the pegasus was perplexed to see even the likes of Harry the bear and other mighty creatures start to shake with fear!

The reason for this sudden onset of fright was soon revealed as Fluttershy spotted Starlight standing by the road, covered from head to hooves in snakes, spiders and other things that crawled around on the ground.

Yet the unicorn didn't seem the least bit bothered by this as she just flatly declared to Fluttershy. "I have gathered all of the animals and brought them here like you asked me to, Fluttershy. I am now ready to help you help them."

"Oh no!" Fluttershy protested with a shake of her head. "Those animals were fine where they were, Starlight. You didn't have to disturb their homes and bring them here. I just meant the animals that always come to my cottage for assistance. But now we can't help them because you've frightened them all."

"I am sorry, Fluttershy," Starlight flatly apologized. "I was simply doing what you told me to do. I did not mean to cause you any trouble."

The animal loving pegasus sighed. "Well, just stay here and make sure the other animals don't run away. I'll have to return all these snakes and spiders to their rightful homes," She then shook her head. "I thought you knew better than this."

The unicorn simply replied. "I shall do as you command. I shall watch over these animals for you. Or do you wish for me to help you return the snakes and spiders to their homes?"

"NO!" Fluttershy sternly scolded with a glare. "You have already helped enough on that end. I don't need you causing any more trouble for these poor critters. Just stay there and make sure all the animals I gathered stay there as well. Then maybe we'll have time to help them calm down."

"Yes, Fluttershy, as you wish," Starlight Glimmer declared while marching over to the other animals. "They shall not be allowed to leave here."

The animal loving pegasus mare proceeded to apologize to her animal friends. "I'm so sorry about all of this. Next time I guess I'll have to be more specific with Starlight when she's helping me."

And while all of this was ongoing, the real Starlight Glimmer was enjoying her chillaxing session with Rainbow Dash.

Or at least, the mare was until she felt an ominous tingling in her horn. Something was up with all of those duplicates she had sent them! It appeared that the spell enabled her to share a mental link of some kind as the clones, seeing as she could sense that each of them was declaring that they had experienced trouble with their assignments.

Starlight rose from her chair as she turned to Rainbow Dash. "Well, thanks for that chillaxing session! Definitely feel better! Gotta go now, bye!" She hastily declared before lighting up her horn and teleporting away!

"Hey! I didn't say we were done!" Rainbow shouted in protest, but her words failed to reach the unicorn in time.

Starlight Glimmer teleported back to the castle and quickly summoned all the clones with her magic. "What happened?!" She questioned them. "I thought I told you all to do whatever you were told to do by the pony I assigned to each of you."

"We did exactly what you told us to do, Starlight Glimmer." The duplicates all stated at once.

"Then why does it look like you all had problems?" The original Starlight frowned, taking notice of a particular detail about each clone: The one sent to Pinkie Pie was covered in flour and egg shells, the one sent to Applejack seemed to have a blank stare, the one sent to Rarity had a tiny dress held in her magic and the one sent to Fluttershy had markings that indicated snakes and spiders had been crawling all over her.

Again, however, the copies just stated. "We did exactly what you told us to do."

"I followed the instructions in the cook book like Pinkie Pie told me." The flour and egg shell covered Starlight said.

"I had Applejack sum up the photos she wanted to put in the scrap book." The blank staring Starlight declared.

"I made a dress exactly like the one Rarity showed me." The dress holding Starlight stated.

"I gathered up all the animals that Fluttershy told me to gather." The Starlight with markings explained.

The original Starlight Glimmer groaned. "I didn't mean literally do everything they told you to do," And then she lamented. "Great, now my friends are gonna think I did all of this. I mean, I kind of did but... you know what I mean," Putting a hoof to her forehead she complained. "How am I gonna make this up to them without letting them know what was going on? How could things get any worse than this?"

As if in answer to that question, at that very moment the castle doors flung open and in strolled Twilight and Spike. Twilight immediately caught a glance of the five Starlights, and when she did she was anything but pleased! "What is going on here?!" She furiously demanded of her student as her eyes narrowed! "Starlight, what have you done now?!"

Sheepishly, Starlight dispelled the clones with a flick of her horn as she tried to defend herself. "Uh... this... isn't what it looks like?"

"Nice try." Was all Twilight said in reply, and the way she delivered it conveyed more than more words could about the trouble her student was in.

So it was that Starlight Glimmer reluctantly told her mentor everything, explaining what purpose the clones had served and how it had all gone so wrong.

"So let me get this straight," Twilight spoke up as she questioned her student a short time later. "You decided to do five friendship lessons at the same time, and you then decided to use magic to create copies of yourself in order to juggle all those lessons? And because you told those copies to do whatever they were told to do, they took that literally and made a mess of things with our friends?"

Spike put a claw to his face. "I was afraid this would happen! It's just like when Twilight freaked out over not having a friendship lesson to report to Princess Celestia! Seriously, Starlight, sometimes I almost can't tell you and Twilight apart."

Twilight simply shook her head from side to side and sighed deeply. "Despite what you might think, Starlight, I'm not mad with you. Not like I was the last time you did something like this behind my back. But I am disappointed. I thought I taught you better than this. I thought you had learned by now that you can't use magic as a shortcut to solve your problems."

"But you use spells at the time!" The unicorn weakly protested.

The young alicorn nodded in agreement. "Guilty as charged. And I can't begin to tell you how many times that's come back to bite me in the rump. That's why I don't want you making the same mistakes," Then she commented. "But what I'm really disappointed on is the fact that I apparently can't trust you to learn on your own. I gave you a simple instruction: All you had to do was pick just one friendship assignment. It didn't even have to be those suggestions I gave you. Just one would've been enough for me to know you were taking your studies seriously. You didn't have to impress me."

Starlight shuddered. "I'm sorry, Twilight. Really, I am. I kept meaning to do a friendship lesson or act on those suggestions you gave me. But..."

Spike was the one to ask. "But what, Starlight? There's something going on here that you haven't told Twilight about yet," He snorted. "I thought we were past this. I thought you learned after the whole Sunburst fiasco not to keep secrets from Twilight."

The unicorn mare gulped and swallowed hard, looking almost a deer frozen in spotlight. Reluctantly, she forced herself to confess. "You keep saying that they're our friends, that your friends are my friends too. But are they really? Would they have ever befriended me if you hadn't practically declared us friends on day one? They didn't see me at my best, they only saw me at their worst."

"Starlight, it's all in the past. You were forgiven," Twilight pointed out. "My friends and I were willing to forgive Discord even after he betrayed us and sided with an enemy. Friendship is all about second chances, after all. Didn't you learn that from Trixie's visit?"

"I know! I know! It's so silly and stupid!" Starlight tearfully confessed. "I know I should be better than this! I know I should be above such thinking! But it just keeps coming back no matter what I do! And it seems like whenever I try to take the lead on my own when it comes to friendship, it always goes wrong! I tried to weasel out of meeting Sunburst, I didn't tell you where I was when I was hanging out with Trixie and now this. What if you're wrong about me? What if I can't really change?"

"Hey, don't go there!" Spike protested! "You stood up for Thorax in the Crystal Empire all by yourself. That alone is proof that you have changed, that you're not who you used to be," And he added. "And if anyone knows what it's like to be hard on yourself, it's me. I've been where you've been, and you're the only one who can stop beating yourself up about it. There's goodness inside of you, so why do you believe it's not there?"

Starlight Glimmer could only reply. "I wish I knew, Spike. I want to believe I've changed. But that's not easy to do when I was given six friends in the blink of an eye and told that everything I'd done before didn't matter any more."

There was a long pause afterwards as Twilight and Spike silently exchanged looks, as if daring the other to speak. At last, it was Twilight Sparkle who broke the silence as she simply told the troubled unicorn. "Well, at the least you owe your friends an apology for all of this. Regardless of how you feel, they've let me know in no uncertain terms that they consider you a friend. And I do too. And part of friendship means owning up to when we hurt our friends, whether we mean to or not. It's never easy. Trust me, I speak from experience on that. But it's something we must do."

Starlight reluctantly sighed in agreement. "Fine. You're right. I do have to apologize," She began to light up her horn. "And maybe it's not too late for me to salvage something from those assignments." Then she teleported away.

Starlight Glimmer went about spending the rest of her day apologizing to the five mares she had unintentionally harmed with her actions. And she did her part to make up for it with each of them: Whether it was helping Pinkie clean up the mess in Sugarcube Corner's kitchen, helping Applejack decide on an order to put the photos in for the scrapbook, making a proper dress with Rarity, tending to the animals that had been frightened with Fluttershy or spending what remaining daylight time she had chillaxing with Rainbow Dash.

As night fell, Starlight returned to the castle to deliver her unofficial progress report to the alicorn to whom she owed so much.

Twilight was waiting for her student when she returned to the castle. "How'd it go?" She asked in a hopeful tone of voice.

"About as well as it could've, I guess," Starlight declared in a sincere tone of voice. "At least they still seem willing to be friends, more or less," Then she asked. "So, when's my next friendship assignment? What will you have me learn next?"

"Actually," Twilight declared with a smile. "I think you need a break, a chance to truly rest and take your mind off things. You haven't had that since you've become my student, there's always been something keeping you busy. So I've arranged for you to stay in the Crystal Empire for a while. You'll be able to see Sunburst, and Princess Cadence will keep an eye on you. And when you're ready, you can come back and resume your friendship studies."

"Really?!" Starlight Glimmer asked with her heart a flutter. Upon receiving a confirming nod from Twilight she questioned. "So, when do I leave?"

"First thing tomorrow. Or actually second thing tomorrow. First you'll have a going away breakfast with Spike and I," Twilight explained. "After all, you're part of the family. And we'll miss you while you're gone."

Spike then teased. "Say hello to your boyfriend for us. Maybe you two will be able to go on a date."

Starlight playfully rolled her eyes. "You ever gonna grow up, Spike?"

The little dragon playfully teased back. "I will when you will."

"Very funny, Spike." Was all the unicorn could bring herself to say. At least she knew one thing she'd be happy to get away from for a while. And regardless of teasing, she most certainly was looking forward to seeing Sunburst again. Hopefully, he wouldn't be too busy with foalsitting Flurry Heart and would thus have time for her.

S6 E23: The Apple's White Lie (Where The Apple Lies) (What If?) - Redo

Filthy Rich had stopped by Sweet Apple Acres not unlike he often tended to do. After all, without the Apple family as business partners he knew his own family wouldn't have been able to establish themselves in Ponyville. And the Apple family's products were still some of the best selling products at Barnyard Bargains.

But the business stallion hadn't come just to talk. He could do that whenever he wanted. Right now, he had brought a wagon over since he intended to collect a specific product. It was that time of year again. "Just here for the zap apple jam," He told Granny Smith as he gave a small salute. "It's always a big seller. And as usual, we're splittin' the profits."

Granny Smith nodded and shook his hoof, then directed him to the barn. "We'll get ya all fixed up in no time," She told him. "And say hello to your pappy for me."

"Will do, Granny Smith, will do," Filthy declared as he wheeled his wagon to the barn. He chuckled a little bit to himself. "Oh Spoiled, I don't know why you don't like comin' over to visit the Apples. They're good ponies." Then he waited patiently for the barrels of zap apple jam to be loaded into his wagon so he could take them to the store.

Big Macintosh was responsible for loading the wagon with the heavy barrels, seeing as he was the only one strong enough to do so. That left Applejack and Apple Bloom to tend to the barrels themselves and make sure they were sorted out properly.

"How come you can't get any of your friends to help with this?" Apple Bloom questioned her big sister. "Sure seems like we could use their help right about now."

"First of all, Starlight's still in the Crystal Empire. And second of all, a little hard work never hurt anypony." Applejack insisted as she almost effortlessly wheeled her barrels towards Big Mac, watching as he loaded them one by one into the wagon.

Apple Bloom groaned. "That's easy for you to say. You know I ain't as strong as you are yet. No wonder you still won't let me try applebuckin'."

Applejack just smiled. "If you keep talkin' like this you're definitely never gonna get the job done. Besides, strength isn't just a physical thing. There's more than one way to be strong."

"Whatever do you mean?" Apple Bloom questioned as she stopped briefly in her pushing.

Applejack adjusted her trusty stetson as she looked around the barn, sensing an opportunity to explain her point. "Well, Apple Bloom. Why don't I ask you a question for a change? And I want ya to be honest with me," She cleared her throat. "Did you double check all the barrels to make sure that only the ones with zap apple jam are bein' loaded up? It's really important we don't get 'em mixed up with the cider barrels."

The farm filly froze and seemed to struggle not to gulp. "Uh... well..." Her eyes darted all about for a bit before she nervously declared. "Yes, I think so."

"Oh really?" Applejack pondered with a skeptical look as she came trotting out of the barn to talk to Filthy Rich. "Fi... I mean Mr. Rich!" She corrected herself, remembering that Filthy didn't like to be called by his first name. "You might wanna double check those barrels ya got there! I think they might be the wrong ones."

Filthy immediately did as he had been told to do. And when he took the lids off the barrels, he was surprised to find that one of them was filled not with zap apple jam but with cider! "Oh my goodness! Can't believe I almost took off with that!" He exclaimed and gave a whistle to Big Mac. "Get this back into the barn. And make sure Granny Smith knows this was an accident."

"Eeyup." Big Macintosh promised as he wheeled the incorrect barrel away and returned with one that did contain zap apple jam.

"Thanks for catchin' that for me," Filthy said to Applejack. "I know there's a reason why you Apples don't let anypony else sell your cider."

Applejack nodded. "Yup. Spoils as soon as it comes out the press, so you either serve it fresh or it goes to waste," Then she waved a hoof as she saw the business stallion depart. "Tell Diamond Tiara Apple Bloom says hello."

"I was just about to say the same about her to Apple Bloom." Filthy replied and waved back until he was out of sight.

The farm mare then returned to the barn to more or less "confront" Apple Bloom. "Now sugarcube," She lightly scolded. "Why'd you have to go and lie to me like that? You know I don't like lies."

The bow wearing earth pony filly could only pout and fold her hooves across her chest as she complained. "So what? It was caught before it could do any harm. What's the big deal?"

"Apple Bloom, do you even hear yourself right now?" Applejack questioned. "You oughta know by now what lies can get a pony into."

"Well not everypony's like you!" Apple Bloom accused. "I bet you never told a lie in your entire life! That's why they call you Honest Applejack."

However, in response to that "accusation" Applejack threw back her head and laughed heartily. "Oh, Apple Bloom. I guess Granny Smith never told you."

"Told me what?" The farm filly questioned with a quirked brow.

"Well, you got time to listen to a story?" The stetson wearing earth pony inquired of her little sister.

Apple Bloom reluctantly replied. "I guess so. I don't really have anythin' else to do today."

"Good," Applejack smiled. "So listen good. What I'm about to tell ya is gonna shock you to your very core," Then she began. "When I was about your age, I wasn't always as honest as I was now. In fact, I used to lie quite often. But there's a reason why I stopped doin' that, there's a reason why I came to learn how important it is to be honest. My habit of lyin' almost cost me a friendship, a really important friendship at that!" And with that she started to recall that very experience that had been so life changing for her as a filly. An experience Applejack hoped would inspire Apple Bloom the same way it had inspired her.

"Well now, I reckon it was a few months to about a year after I made it back from Manehattan," Applejack recalled as the memory started to form in her mind once again. "Big Mac and I, we'd been gettin' along about as well as we could. But... well... let's just say he was a lot more vocal back then if he thought I was doin' somethin' wrong."

The two earth ponies happened to be right in the middle of another feud, both certain that their vision was right.

"I'm tellin' ya, Big Mac," A younger Applejack declared. She didn't have her trusty stetson yet and her legs were considerably longer than her body. "Manehattan opened up my eyes! I know Granny Smith says we're too young to even think about runnin' the farm, but Ma and Pa are gonna take over any day now. So why can't we start makin' some changes to how we run the farm?"

Big Macintosh was a touch younger in appearance but still had the harness he wore so proudly. "Applejack, we've been over this. You know how I feel about 'Big Ideas'," He mockingly replied. "Ya can't plow a field with 'em. If you loved Manehattan so much, why'd you up and come back here?"

"Because, this here's my home," The filly willingly admitted. "It's where my family's been for generations and it's where I've made friends. But just 'cause I didn't like bein' a city pony doesn't mean I don't see the appeal of 'em. If the Riches can take Barnyard Bargains from a simple stand to a full fledged shop in just a generation, I don't see why we can't do somethin' similar? If Ma, Pa and Granny Smith would just let me, I know I could make some deals with Filthy Rich to really turn things around. We'd finally be able to replace that saggy old plow for starters."

The teenaged colt groaned. "It ain't saggy, you just don't pull it right like I do. That's why Pa gave me the harness. And don't forget, I'm the older siblin'. So if anypony's gonna be runnin' things when Ma and Pa are in charge, it'll be me," Then he grinned. "Or maybe I'll be like cousin Braeburn. Now there's a pony who knows how to put in a good day's work and make it fun. I hear he's even gone and invented a new sport that he's gonna show off at our next family reunion."

Just then, a considerably younger Granny Smith came trotting in with a pronounced frown on her face (which sported no wrinkles. She hardly looked like a pony who'd been around since Ponyville's founding, she still looked like she was a young mare even though she was now old enough to be a grandmother). "Oh for corn's sake, can't you two youngin''s ever stop fightin' about who's gonna run the farm or how it oughta be run? You're both still young, you oughta be enjoyin' your lives and the freedoms you got now. Eventually, you're both gonna be up to your necks in farm work," She then sighed. "No wonder your folks went on vacation and stuck me with foalsittin' duty again."

"Sorry, Granny." The two young earth ponies apologized as sincerely as they could.

The green coated mare smiled. "That's better. Now how's about you both get washed up and come help me in the kitchen while I make lunch? Don't forget, it's almost cider season and you know what that means: We're gonna have customers linin' up for miles," She then added. "I wonder if that's when Filthy Rich is gonna introduce me to his new fiancée. All I got's a name, Spoiled Milk. Apparently, the gal comes from a line of farmers just like we do."

"Well fancy that!" Applejack exclaimed! "Mr. Rich is gettin' hitched!" She then looked to Big Macintosh. "When you gonna bring home a special somepony? You know all the fillies love ya."

Big Macintosh blushed so red you could see it through his red coat. But he said nothing, he was too embarrassed.

After lunch, Applejack left Sweet Apple Acres and headed out into town. She needed to get away from her older brother for a while. "He talks too much." She thought to herself.

Fortunately, the farm filly knew someplace where her "ideas" would be listened to and appreciated. There was one pony who had become quite fascinated by the fact that Applejack had briefly lived in Manehattan (and more importantly still talked about her time there): Rarity, Applejack's oldest and dearest friend.

It was pretty funny to think about it, Rarity had aspirations far above her social standing. Her family wasn't poor, but they certainly weren't rich. What little Applejack had seen of her parents conveyed a sense of embarrassment, particularly with the father always seeming to wear a straw hat that covered up his unicorn horn.

Applejack knocked on the front door of Rarity's house (which was not far from the windmill and near a small pond that Rarity's father frequented for fishing). The door was answered by a fairly plump looking unicorn mare with a pale light purple coat. Her mane and tail stood tall with their grayish indigo and grayish persian blue locks. Her light cornflower blue eyes sparkled with friendliness, and despite the red dress she was wearing it was still possible to make out her cutie mark of three cookies.

"Hi Mrs. Cookie Crumbles," Applejack smiled. "Is Rarity here?"

Cookie Crumbles smiled back in a warm and friendly tone. "Sure she is. She's just up in her bedroom, probably playin' with my make-up again. She sure does love to make herself all pretty," She then turned and called out. "Rarity, you have a visitor. Applejack's here, and I think she wants to play with you."

"In a minute, Mother," Rarity called in that almost perfected posh tone of hers. "I'm busy putting on my eyelashes." A moment later, a unicorn filly similar in size to Applejack and with a majestic white coat came to the front door. She had a curly dark blue mane and tail, sapphire blue eyes that sparkled and shone like diamonds and (fittingly) a cutie mark depicting three diamonds.

"Hi Rarity," Applejack greeted as she embraced her fellow filly in a hug. "Ready for another day of fun? I've got somethin' I wanna show ya!"

"Oh, a surprise? How wonderful!" Rarity exclaimed! "As a matter of fact, I have a surprise for you, Applejack. But it can wait," She then trotted out the door as she said to the farm filly. "Lead the way, Applejack. I'm most curious as to what you have in store for me."

Cookie Crumbles watched the two fillies set off, making sure to call out to them. "Remember to be home by sunset, it's dangerous to be out at night."

The unicorn filly whined! "Mother!" And that prompted a brief bit of laughter from her fellow filly before the two were out of sight.

Applejack led Rarity to the edge of Sweet Apple Acres and to a tree that rested away from all the others in the orchard.

To Rarity's surprise, she saw that there was now a clubhouse resting among the tree's branches. The boards had been painted white and it was faintly possible to view the interior through a window. A series of wooden steps appeared to have been carved out of its trunk and nailed to it. "When did you get around to building this?" She questioned.

The farm filly grinned. "Ma and Pa had it built for me after I wouldn't stop beggin' 'em about it. I figured it'd be the perfect place for us to just hang out," Then she added. "But I also made a small map of Ponyville. Just a few places of interest, you know like Sugarcube Corner or that library in the old oak tree that's been vacant for years." And she led the unicorn up the steps and into the clubhouse interior.

The interior of the clubhouse consisted of yellow colored boards for the wall, while the floor boards remained unpainted. The window was quite small, but if one glanced out of it they could just make out a path to Ponyville proper through the trees in the orchard.

The map appeared to have been rather crudely drawn in crayon and was not even close to scale. Buildings were either spaced too close to each other or too far apart from how they were in reality. Rarity grimaced a bit, but she didn't let it bother her too much. Not everypony could be as talented an artist as her (with the help of a horn to hold things more precisely of course).

Applejack immediately flashed a toothy smile at her fellow filly as she either didn't notice or didn't care about the expression upon Rarity's face. "So, whaddya think of it all? Is it the coolest thing you've ever seen or what?"

Rarity paused and tried to think of a way to put what she wanted to say in a polite way. "It's..." She struggled for a bit and then settled on a word that seemed suitable. "Charmingly rustic, I suppose."

"Yeah, it is!" The earth pony filly smiled and kicked her back legs! "I just knew you'd like it, Rarity! But don't worry, it's just a placeholder. With your help, I bet we can make an even better map someday."

"Ah yes, that would be most preferable. That way we won't have to worry about getting lost. No reason to give Mother and Father another thing to worry about." Rarity declared while making a note to bring some colored pencils and crayons the next time Applejack invited her to hang out.

The farm filly then locked eyes with Rarity as she questioned her fellow filly. "So, what about you? What's your big surprise you wanna show me?"

At that, the unicorn filly broke out in a rather big smile while declaring! "Oh, it's simple the greatest news I've ever received!" And with a star struck expression she explained. "You know about Carousel Boutique?"

Applejack nodded. "Yeah, it's just about the only place besides Barnyard Bargains that sells clothes. What about it?" But then she had a realization! "Wait, don't tell me, you got your folks to buy it for you!"

Rarity's happy mood briefly faded as she confessed. "Not quite, darling. That boutique is very expensive and they don't let just anypony bid for it," But then she perked right back up while declaring, "However, Mother and Father happen to know the pony who currently owns it. They've agreed to look at some of the wears I make, and if they're good enough they'll be shown off in the boutique. In fact, I might even impress the owner enough to get hired on as a summer intern."

"Okay," Applejack reluctantly commented, unsure of what else to say. "Why did you wanna tell me?" She thought it would've been obvious by now that her own knowledge of fashion was slim to none.

The fashion loving unicorn smiled and winked. "I know you spent some time with your cousins in Manehattan not too long ago. And Manehattan is practically the fashion capital of Equestria, maybe even the world!" She put her hooves to her face and squealed! "Oh, what I would give to go there myself one day?!" She quickly composed herself as she tried not to blush. "Anyway, that means you have to have learned a thing or two about fashion."

The farm filly bit her lip and started to squirm. "Uh... actually..."

But Rarity was too excited to listen. "So be honest! You're the only pony I trust to tell me if the dresses I'm making are gonna cut it," She proceeded to float one over with her horn. "This one I'm particularly proud of. I spent days working on it in my free time."

Applejack eyed the dress, uncertain of what to make of it. It had a very rich brown color to it and seemed like it was meant to be long and flowing. It had a three button collar and poofy sleeves with the buttons looking particularly worn. Even to her sap green eyes, the dress didn't look like it was appealing or attractive. "This is the best you could make?" She asked, hoping beyond hope that was all just a joke on Rarity's part.

Rarity's reaction shot down any possibility of the whole thing being a "joke". "Yes. No other dress in the collection had as much time, love and couture put into it. Every collection must have a signature gown, the jewel in the crown so to speak."

The earth pony filly with a coat of orange didn't know what to say in response. If this really was the best her friend could do, then what did that say about the rest of the collection? If her untrained eyes could see how unattractive this garment was, what would a pony who actually knew about fashion think, even knowing that they were dealing with a filly?

The fashion loving unicorn smiled as the seconds ticked by without a reply. "Ah, I see how it is."

"Y-you do?" Applejack nervously asked as she tried not to shake like a leaf.

Rarity nodded and gave what appeared to be a knowing wink. "It's so good it leaves you speechless," Though she then adopted a more serious tone of voice as she inquired. "I mean, what else could it possibly mean?"

Applejack remained silent for a little bit longer, before saying as sincerely as she could possibly sound. "Nothin'. I really am speechless, Rarity. This is definitely a one of a kind dress, you're sure to impress everypony with it." She hoped her friend didn't notice the bead of sweat that trickled down her face.

The unicorn with a majestic white coat thankfully didn't as she took back the dress and happily proclaimed! "Oh, Applejack, thank you so much! I just knew I could count on you for an honest opinion. What do Mother and Father know when they say my dresses are nothing to write home about? They wouldn't know good fashion if came up and hit them over the head!"

The farm filly became desperate to change the subject. "Well, now that we've shared each others secrets, how's about we go around town and see what's new?"

"Ooh, perfect!" Rarity fondly exclaimed! "We can stop by Carousel Boutique and I can deliver my dresses right away!"

"NO!" Applejack shouted a bit too loudly, then hastily tried to backtrack. "Er, I mean, we can do that if we find the time. But there's plenty of other things I wanna see first." And without saying another word she rushed out of the clubhouse! She had to chew up as much time as possible so that her lie wouldn't be exposed. She knew that once that dress was turned in and rejected, Rarity would find out that Applejack had been lying. And that was a scenario the farm filly wanted to avoid at all costs.

Fortunately, Applejack was a much faster runner than Rarity was. And so she was able to keep ahead of the unicorn (who thankfully couldn't teleport like some unicorns were supposedly capable of doing) for the rest of the day. Not a moment too soon, sunset came and that meant it was time for both fillies to go their separate ways and go back home.

Applejack felt a great sense of relief when she came back to Sweet Apple Acres that evening. She didn't even care about what Big Macintosh had to say about her and her "big ideas". At this point she would happily put up with his chatterbox ways if it meant she didn't have to worry about Rarity. With any luck, the frantic chase around town had made the aspiring fashion lover reconsider her idea. And if not... well... Applejack silently vowed to head over to Rarity's place the next day to try to persuade her against turning in those ugly dresses.

The next morning, Granny Smith sent Big Macintosh and Applejack into town to do some shopping while she stayed behind to get the barn and orchard ready for cider season.

By now, Big Mac had learned about what had transpired yesterday, and he was really giving his sister an earful about her lie. "I can't believe you'd do a thing like that, Applejack! If that dress was as gaudy as you say it is, you should've spoken up to save Rarity the embarrassment."

"Don't you go gettin' on my case!" Applejack impatiently grumbled as the two went about shopping through the isles of Barnyard Bargains (seeing as it was the cheapest place to shop in all of Ponyville). The whole place really did look almost like wandering through a giant barn, even down to the homely earth tones on the walls and the floor tiles made to look like the color of straw. "As soon as this whole shoppin' thing is done, I'm headin' straight over to Rarity's house to get this whole thing sorted out. I swear."

The teenaged colt wasn't convinced. "You always say things like that. You should've done that yesterday when ya had the chance! Or better yet, you could've had me talk to her! I would've told her in no uncertain terms how bad that dress of hers was."

"And you'd crush her feelin''s into dust! You're too blunt!" The farm filly grumbled and growled in reply. "Sometimes ya gotta let 'em down gently, like how Ma and Pa told us there really isn't a Santa Hooves or a Tooth Breezie," Then she swished her tail. "So quit your yappin' and help me get the rest of the groceries Granny Smith wanted. The sooner we do that, the sooner I can talk to Rarity and put everythin' behind us."

"Okay, but don't be surprised if I come along with ya to make sure you don't chicken out." The young colt with a deep red coat declared with a smug expression on his face.

Despite that little "argument" the shopping itself proceeded relatively smoothly. Soon it came time for the Apple siblings to check out. As they approached the counter, they could easily spot Filthy Rich due to his brown coat, smoothly styled black mane and tail, blue eyes and a cutie mark depicting three money bags. But the mare beside him was somepony they had never seen before. She had a pale, light grayish-pink coat, a curly mane and tail two shades of moderate magenta and dark purple in color, and strong opal eyes. The back of her mane was styled into a pigtail held by a yellow braid in her hair. And her cutie mark was a diamond ring.

The mare seemed to be judging the two siblings if the harsh gaze and stern glare reflected in her eyes was any indication. It seemed almost as if she looked down upon them for some reason, even though they'd never met her until now.

Filthy Rich just smiled, waving a hoof as he invited the two little ponies over. "Well if it ain't the Apple siblin''s," He greeted with a grin. "Always nice to see you two," Then he gestured a hoof to the mare standing beside him. "I'd like you both to meet my fiancée, Spoiled Milk."

"Er.. how do ya do Miss. Milk?" Big Macintosh nervously greeted while Applejack was so intimidated she couldn't speak at all.

Spoiled didn't say a word.

Filthy quickly took the initiative to break the ice. "Honey, this is Applejack and Big Macintosh. I was just tellin' ya about them. They're two of the hardest workin' ponies I've ever had the pleasure of knowin', and I've known them since they were foals."

Spoiled finally spoke up, her tone of voice sounding almost condescending in its coldness. "So you two work on a farm? How... " She paused and seemed to be trying to think of a good word to say next. It didn't seem like she found the one she wanted though even as she settled on. "Quaint. Guess it's a small world after all. I grew up on a farm and worked there too. But it was far too poor for my tastes."

Filthy chuckled as he looked across to his fiancée. "Oh, now, dear, be nice. You promised me you'd be on your best behavior. Can't have you scarin' away customers," He then apologized. "I'm sorry, Spoiled's still takin' a while to get used to bein' with me. I assure you, she's actually quite sweet. Or at least, she was when I met her."

"Ee... right." Big Mac declared, unsure of what else to say. In the back of his mind he thought to himself. "That didn't sound right. There's gotta be a better way to reply if I can't think of anything to say."

And Applejack finally spoke up. "It's alright. Ain't nothin' wrong with workin' on a farm. In fact, we don't just work there, we live there!"

"So I've heard," Spoiled remarked as her tone of voice didn't change. "At the least I hope you have indoor plumbing. I know my family's farm didn't, and I'll never go back to that!" Then she boasted. "Seriously, though, my amazing husband-to-be is so rich he can afford only the finest of luxuries. He's so amazing, he's practically running the family business now. Did you know that? Well, now you do."

Filthy only chuckled again while adjusting a black tie around his neck. "Oh, hon, you don't have to flatter me. I know you're proud of me," Then he composed himself while saying. "But she's right. I'm in charge of the store now. My pappy made it official just a few days ago."

"What about you, Mrs. Rich-to-be?" The farm filly questioned Spoiled. "What do you do for a livin' since you don't work on your family's farm anymore?"

That prompted the light grayish-pink coated mare to smile for the first time since she'd encountered the Apple siblings. "I'm glad you asked... Applejack, was it it?" She briefly pointed to her cutie mark. "My cutie mark means I'm capable of spotting only the finest things in life. It's why I knew I made the right call leaving my family farm and getting engaged to Filthy. And now I'm going to be one of the judges for a fashion show that's going to be put on at Carousel Boutique."

Both Applejack and Big Mac jumped back in shock and surprise upon hearing that last sentence! "What?!" They exchanged mutual glances of disbelief.

"Oh I know, I could hardly believe it when I heard it myself," Spoiled all but boasted. "But they needed a third judge because Hoity Toity's too busy training his new apprentice in Canterlot. Photo Finish and Prim Headline are going to be there, though. After all, when the owner of Ponyville's only boutique mentions he's found a filly with a one of a kind fashion sense, you really can't say no. I make it a habit to know all the finest ponies in the land and even some up and coming ones," She then snorted. "I just hope the show doesn't turn out to be a waste of my time."

Applejack reluctantly found the courage to ask the question. "When's it... goin' to happen?"

Spoiled sincerely smiled. "In just a few hours from now, actually. I haven't even seen the dresses yet or who will be presenting. I was asked to judge and I did so without hesitation. I don't even care that I'm not going to be paid for my services, getting to know an up and coming fashion pony is pay enough. Besides, I could always 'convince' the boutique's owner to reimburse me for my time after the fact. Trust me when I say I can be very convincing when I want to be."

At that, a look of horror flashed in Applejack's sap green eyes! She knew at once who Spoiled Milk was talking about, and thinking about said pony made a knot form in her stomach. She immediately rushed out of Barnyard Bargains while shouting! "I have to go!"

Spoiled blinked her strong opal eyes in confusion as she now had only Big Macintosh to engage in conversation. "Was it something I said?" She asked with what sounded like sincere concern.

The earth pony filly ran faster than she had ever run before! She didn't care that her legs and lungs screamed at her to stop and catch her breath! She couldn't slow down! Not now!

Now Applejack was wishing she'd found the courage to tell Rarity the truth about those dresses yesterday. All she'd managed to do was make the situation ten times worse by her efforts to get out of having to do so. But there was still hope. If she could just confront Rarity before she headed over to Carousel Boutique for that fashion show, all would be well.

At last, the frantic farm filly felt a sense of relief as she saw Rarity's house come into view. Yet it wasn't until she was at the front door and knocking on it with an orange hoof that she allowed herself a moment to rest. She didn't know what time it was or how much time had passed, but she was hopeful that her fashion friend hadn't left yet.

After what seemed like forever, the impatient filly was rewarded for her waiting as the front door opened. This time, instead of Cookie Crumbles, a unicorn stallion with a grayish-white coat answered the door. He had a straw hat and a blue shirt with white flowers stitched all over it, a dark grayish-brown mane and tail (along with a little mustache), brilliant light blue eyes and a cutie mark depicting three hoof balls. It was Rarity's father: Hondo Flanks. "Oh, Applejack. What a nice surprise," He greeted. "Wasn't expecting you to come by again today, Rarity's very busy."

"Yeah, I've heard!" Applejack panted in response. "Heard all about her big fashion show at Carousel Boutique! I need to talk to her to right away about it. There's somethin' she needs to know."

But Hondo innocently replied. "I'm afraid you're a bit late for that. She already headed over to Carousel Boutique with her mom to get all set up."

"What?!" The farm filly gasped anew! "That can't be!"

Hondo just smiled. "Oh, I could hardly believe it myself," He wiped a lone tear from his eyes. "My little Rarity is growing up so fast. She's gonna have her first job soon. Then, before her mother or I know it, she's gonna be moving out of the house," After composing himself he added. "Rarity's lucky to have such a good friend like you, a friend she can trust to be honest with her about her dreams."

The young earth pony stepped back a bit. "W-why me?" She stuttered as she became racked with guilt.

Hondo Flanks simply stated. "She's never truly been able to share her passion for fashion around any other pony. Celestia knows her mother and I have no idea where she got her fashion sense from or why she's so determined to portray herself with that crafted accent of hers. But after she heard you went to Manehattan for a while, she was practically overjoyed at the possibility of having somepony else to talk fashion with. It's really helped her get out of the house and open up more."

The guilt only increased for the filly with every word she heard. "I... didn't know."

"Well now you do," Hondo smiled and winked, then he declared. "I'll be there for the fashion show. Wouldn't miss my daughter's big debut for all the hoofball trophies in Equestria. I may not know much about ponies like Photo Finish or Prim Headline, but I do know that those aren't ponies you see everyday. If they're coming all the way here, it has to be important!"

Then Applejack got an idea. Maybe there was still a way to get around having to tell Rarity the truth. "Do you know when they're comin' by, Mr. Hondo Flanks?" She hopefully inquired.

At that the unicorn stallion adopted a somewhat puzzled expression, putting a hoof to his chin. "I'm not sure, I don't believe Rarity mentioned a time. But I'd be willing to bet they'll be arriving soon."

Applejack eagerly kicked her back legs as the gears in her mind started to turn! "Great! Thanks for the help! See ya later, Mr. Hondo Flanks!" And then she ran off again, leaving a bewildered Hondo to wonder just what it was he had said that was so helpful to one of his daughter's friends (and her best one at that).

The filly with a coat the same color of orange as the sky at sunset raced across town again! But she wasn't heading to Carousel Boutique despite knowing that's where Rarity would be. No, she instead headed for the train station, hoping that she could make it there ahead of those big named fashion ponies that were arriving for the fashion show. If she could just persuade them not to show up, she was certain the show would be cancelled and Rarity would be spared the humiliation. All without Applejack ever having to admit that she lied.

As luck would have it, the station platform was mostly empty and there was no train currently in sight! The farm filly felt confident she'd made it in time to greet those Canterlot celebrities and convince them to leave. How exactly she would do that, she didn't know yet. But she'd think of something when the time came.

Mere moments after arriving at the station, a sharp whistle reached Applejack's trained ears as she could see a puff of smoke in the distance. The familiar pink colored locomotive chuffed into view and pulled into the station, its brakes coming on with a screech and another puff of smoke as it let off steam. Then the train cars opened one by one as ponies onboard departed.

The earth pony looked all around. She didn't know what exactly the likes of Photo Finish and Prim Headline looked like, but she was hoping to spot them before they could leave the station.

Suddenly, the filly's sap green eyes spotted two finely dressed earth ponies by themselves as they seemed to be deep in a conversation. One had eyes hidden behind black glasses with pink colored lenses, but you could still see her coat color of a very light blue. She also had a white mane and tail that looked almost like a mop with the way they were styled, and a cutie mark depicting black and pink swirls in the shape of a camera lens. That mare was wearing a black dress with white stripes and lines, as well as pink lines and diamonds, and a pink scarf around her neck.

The other earth pony mare was of slightly smaller build than Photo Finish but looked a good deal bulkier. She had a gray coat, pale purple eyes, a light pink mane and tail with bangs loosely hanging out, and a cutie mark depicting yellow scissors and a spool of thread the same color as her mane and tail. This mare proudly wore a white dress with gold trim on the sleeves, silver buttons and purple earrings below both of her ears.

Were these two the "Photo Finish" and "Prim Headline" that Spoiled Milk had mentioned earlier? Well, there was only one way to find out for sure. Reluctantly, Applejack plucked up courage and trotted over to the earth ponies as they chatted and traded remarks with one another. "Uh, excuse me?" She asked, catching both mares' attention.

The two finely dressed mares turned around, quickly finding themselves face to face with the freckled filly. The ones whose eyes were hidden behind those weird colored glasses spoke first. "Vat is it? Vat do you want, child?"

"Uh... are you... Photo Finish or Prim Headline?" Applejack questioned as she pointed a hoof.

The finely dressed mare with a funny way of talking (at least to Applejack) lifted up her glasses, revealing a set of very dark purple eyes. "I am Photo Finish," Then she pointed a hoof to the mare beside her. "And zis is Prim Headline. Vat is it you want with us? We are to be at Carousel Boutique shortly to witness 'Da Magics'!"

"Yes indeed, Photo Finish," Prim Headline nodded in agreement. "I am told we can expect a truly fascinating show from an up and coming fashion maker right here in Ponyville, and a young one at that."

The freckled farm filly gulped and swallowed hard. She had to look as sure of herself as possible now if she was going to have any hope of persuading these fashion big shots. "W-well... that's what I wanted to talk to you two about. Because I happen to... Er, actually, I am that fashion maker! Y-yeah, that's right! It's me, Applejack!"

Prim Headline eyed the filly with a skeptical look. "Hmm, that's most odd. We weren't told who this young talent would be. The owner of Carousel Boutique wouldn't elaborate."

Applejack tried to smile. "That's because if you knew who I was, you'd think this was all just a joke or a waste of time! Which... it is... so you don't have to bother showin' up for the fashion show," She began to nervously laugh. "I just wanted to seem important, so I lied and said I was a big fashion talent. I didn't think anypony would actually believe me."

Photo Finish gasped! "Zo, zis was just a big joke? We came all zis way out here for notzing?! Zere is no 'Da Magics' to witness? Zat cannot be!"

The earth pony filly tried not to look guilty as she shamefully told the two mares. "I'm really sorry about all of this. I didn't mean to make you two come here and waste your time."

Prim Headline snorted. "Well you did, young filly! So I hope this experience has taught you a thing or two about what kind of jokes are acceptable. Jokes like these are most certainly not funny. Important ponies like Photo Finish and myself don't like having our time wasted."

"Believe me, this won't again. I promise." Applejack declared.

Prim and Photo exchanged glances of skepticism and disapproval, and then all they could do was shake their heads as they then prepared to trot off. There was still time to board the train and return to Canterlot.

Yet before either mare could do, who should come upon the scene but an out of breath Hondo Flanks? "Oh, there you are," He said to the farm filly as he trotted up to her. "You shouldn't run off like that, Applejack. You could get hurt."

"Wait, you know this filly?" Prim Headline questioned the stallion.

Hondo nodded and smiled. "You bet I do. She's my daughter's best friend. In fact, if it weren't for Applejack here, my little Rarity would've never become inspired to put on that fashion show she's hosting."

Photo Finish nearly gasped in surprise! "Vat?!"

Hondo chuckled a bit as he eyed the finely dressed mares. "Yes, I know, it's quite a surprise. I can hardly believe it myself, but she's already at Carousel Boutique getting all set up. She's very much looking forward to meeting you both. I assume you two are the Photo Finish and Prim Headline she won't stop talking about?"

Prim exchanged a glance with Photo before reply. "Yes we are. And apparently," She glared at Applejack. "This filly here has been trying to chase us away by pretending to be somepony she's not."

"Ach, yes," Photo agreed as she said to Hondo. "Thank you zo much for sorting zis out for us," And she then clapped her hooves while declaring to Prim. "We go!" And the two fashion ponies trotted off the platform without another word, though they took their time to shoot Applejack a pair of mutually harsh glares.

The freckled filly could hardly believe her eyes as she watched Prim and Photo depart! How was this happening?! Why was everything suddenly conspiring against her?! She wished more than anything that Hondo hadn't shown up when he did.

But all Hondo could think about was what Applejack had been trying to do in the first place. "Is there a reason why you were trying to make those ponies go away?" He questioned her. "I thought you and Rarity were friends. Don't you want her to be successful?"

"I do," Applejack reluctantly agreed. "But..." She bit her lip again. She knew she should probably be honest, but would this stallion believe her after he'd already caught her lying once? More importantly, could he really do anything to stop the fashion show even if he knew the truth? The freckled farm filly wasn't willing to take that chance. So instead, she just looked up at the sky and gestured a hoof! "Say, what's that up there?!"

Hondo Flanks looked up only to spot nothing. But when he looked back to the ground he saw that the earth pony filly had already taken off again! "Hey, get your flank back here!" He shouted and gave chance again! "You know I can't teleport!"

The blonde maned filly didn't reply, she just ran as fast as she could again! No more beating around the bush, she had to find Rarity before it was too late! And she knew where she had to look, too.

At last, after yet again running all the way across town and with her legs aching, Applejack reached Carousel Boutique. She could already see a small wooden stage with a curtain in the back that had been erected out in front of the building (which really bore its namesake, all that was missing was for the painted horses to start moving up and down while traveling in a circle). And she could also see the rather impatient looks on all three judges: Photo Finish, Prim Headline and of course Spoiled Milk.

But they didn't matter. The only one that did matter was the one the frantic freckled farm filly had to find. She rushed onto the stage and than ran back behind the curtain! She could only hope Rarity was there and not somewhere else, her whole body hurt too much for her to run anywhere again.

Fortunately, luck was on the young earth pony's side as she quickly spotted Rarity with that same horrid brown colored dress from yesterday. And the aspiring fashion loving unicorn was currently using her horn to try to make some last minute adjustments, while the dress was being worn by her mother.

The dress obviously didn't fit Cookie Crumbles, and not just because of her larger frame. The dress had clearly been intended for ponies of Rarity and Applejack's size. But Cookie didn't show any outward signs of discomfort or distress as she instead simply smiled at her daughter. "Almost finished, Rarity? The judges are already here. I think they'd like to be on their way before sunset."

"Just a minute, Mother," Rarity declared while fiddling with a tape. "Oh, I think I can see why Father sometimes needs glasses when he reads. It's so hard to see the little details. But everything has to be just right for these judges, Miss. Milk especially will be expecting nothing but the best."

"Couldn't you have asked Applejack to be your model instead?" Cookie questioned as she wiggled about. "I don't think I make a good model."

"You're the best I could do on short notice," Rarity replied with a frown. "Now please try to hold still! I intend to lead off with a strong impression."

Reluctantly, Applejack realized the time had come to confess. No more lies, no more diversions, distractions or deflections. So she cleared her throat, making sure she could be heard. "Uh, Rarity? Can we talk?"

Rarity spun around, surprised to see Applejack. "Whatever for, darling?" She questioned. "I'm just making a few touch-ups on the dress, correcting small problems and the like. This dress needs to look its best if my fashion show is to be successful," Her eyes started to twinkle like stars in the night sky. "Oh, having two of the biggest names in fashion coming here to see me! If I am dreaming, please don't wake me! This is simply too good to be true!"

Those words reached the farm filly as though she'd been stabbed with a knife. They hurt so much. And they were only going to hurt even more because of what she was about to say. She sighed and briefly looked back, a part of her hoping for some kind of miracle that would make it so she wouldn't have to confess. She'd even settle for having her brother show up and do it.

Alas, no such miracle occurred. Applejack realized in her heart that it was now or never! If she didn't tell the truth, the whole truth and nothing but the truth, there was a very real chance that more than Rarity's hopes and dreams would be destroyed. Summoning up a courage she had never known before, the little earth pony told her fellow filly. "You're right, it is too good to be true. And that's because..." She had to will herself to keep going even though she wanted more than anything to run away and avoid this uncomfortable confession. The sweat trickled down her face like a waterfall, that's how nervous she was. "That dress of yours, it ain't any good. And if that's your best, your best ain't gonna cut it."

"Whatever do you mean, Applejack?" Rarity questioned in disbelief. "You already told me yesterday that it was so good you were speechless. I asked you for your honest opinion."

The farm filly slowly nodded. "You did. But I just couldn't bring myself to say the truth. That dress is hideous! And if even I think so, you know that the judges are gonna think even harsher of it."

Rarity gasped as her eyes widened to the size of dinner plates! "But... but... how that can be?! You went to Manehattan! You should know everything about fashion! Prim Headline's going to move to Manehattan, that's how important it is to the fashion scene. How can anypony live in that big city and not know about fashion?!"

The freckled earth pony simply answered. "I guess there's a first for everythin', cause I don't know the first thing about fashion. When I lived in Manehattan with my Aunt Orange and Uncle Orange, I quickly realized I could never hope to make it in a big city. I'm no city pony, I'm a country pony at heart and always will be," She then admitted. "I know I should've been honest with ya from the start. Really, I did. But I didn't think any of this would happen. I just thought it'd be like the dozen or so other dresses you've made."

The unicorn reluctantly commented. "But, why tell me this now? Everypony's already here, they've been promised a show."

"I tried everythin' I could to stop it from happenin'," Applejack explained. "Probably should've just come here as soon as I heard about it and told you the truth. Could've saved ya all this trouble," She let out a deep sigh. "All I can say is, I'm sorry I let things get this bad. But I couldn't let you go out there and let you make a fool of yourself. I couldn't call myself an Apple or a good friend if I did that."

Rarity let the tape she'd been holding fall to the floor of the small backstage area she was in, and let the glow of her horn fade as she rushed up and hugged her fellow filly as tightly as she could. "Oh, Applejack! I'm glad you told me this! I'm glad you finally decided to be honest with me! You truly are my best friend."

The young earth pony blinked in surprise. "You mean, you ain't mad at me for any of this?"

"Maybe a little bit," The fashion loving unicorn admitted. "But I'd have been even more mad if you'd let me go out there and show off an absolutely horrible dress to the judges. Any chance of having a career in fashion after such a misstep would be impossible! You never get a second chance to make a first impression. I promise, I'll never ask you for any fashion advice ever again. I'll get a real expert's opinion before I do something like this again."

Cookie Crumbles smiled. "Does that mean I can take off this dress now? Even I didn't think it looked good."

Rarity giggled a bit. "Yes, Mother, you may," But as she watched her mom light up her horn and remove the ugly dress, the little unicorn had a sudden realization! "But what am I gonna do about those judges? How am I ever gonna explain that this was all a big misunderstanding? A lie that got out of control?"

"I don't know," Applejack glumly commented, before suddenly she got an idea! "But I think there might be somethin' we can try. It's the least I can do after I let things get out of control like this."

A short time later, the curtains on the small wooden stage parted as Rarity came trotting out onto the walkway. She faced Photo Finish, Prim Headline and Spoiled Milk and with a sincere smile she announced. "Thank you all so much for your patience. I recently came to a realization about my fashion skills. Let's just say I now know that I still have a lot to learn before I can even hope to make a splash in the fashion world."

Spoiled Milk frowned. "That's... very lovely, really," She declared in as sympathetic a tone she could muster up. "But we didn't come all this way just to have you back out, young mare. We came here expecting a fashion show. So you'd better have some fashion to show us!"

The little unicorn nodded and smiled. "Oh, don't worry, there is still one dress I'd like to show off. It's my demonstration of why we should avoid working with earthly colors like brown. Everypony knows that they're meant more for accents, as my model will now gladly demonstrate." She turned back towards the curtain and gave a whistle.

The curtains parted once again as Applejack sheepishly trotted along the walkway and joined Rarity on the stage in front of the judges. The whole time she displayed the ugly brown dress in all its unholy glory.

Photo, Prim and even Spoiled briefly seemed to grimace and react with disgust at what greeted their eyes. But then they couldn't help but laugh (just a little) at how badly designed it really was.

"Yes, I know, it really is embarrassing," Rarity declared to the trio of judges. "And this was meant to be my signature dress, my absolute best work. So I think you can all agree that it's best if I show you no more."

"Ach, yes," Photo Finish happily agreed. "Zat dress is a travezty! Zere is no 'Da Magics' in it!"

"I couldn't agree more, Photo," Prim Headline declared with a sincere smile. "I've seen more than my fair share of horribly designed dresses in my day. But a dress like that certainly 'takes the cake' as it were."

And Spoiled Milk, after biting her hoof, managed to force out. "That is... certainly not what I would've expected coming into this. But I'm glad you won't be subjecting our eyes to any further fashion disasters, Miss. Rarity. I do hope that if someday you have fashion to show off, it will be much better designed and thought out than... that."

Both fillies breathed sighs of relief after hearing the relatively sympathetic and understanding, yet still rightfully critical and condemning statements the trio of judges had given. And they were even more relieved when they all went away shortly thereafter without saying anything more.

The stage was disassembled just as Hondo Flanks came upon the scene. "Oh no, is it over already?!" He lamented and kicked the ground with a hoof. "I'm sorry, Rarity. I would've been here sooner if Applejack hadn't made me chase her all over town for some reason."

"It's alright, Father," Rarity declared to the stallion. "You didn't miss much, really. And you and Mother won't have to worry about me trying another crazy scheme like this anytime soon. There is still a lot about fashion that I've yet to learn, as Applejack helped me to realize."

"So you do understand now, Apple Bloom?" Applejack asked in the present day as her flashback ended and she concluded her story. "Do you see what happens when we start lyin', even just a little?"

Apple Bloom slowly nodded. "I do now. Can't believe I never heard of that story before."

Applejack's cheeks flushed pink as she had to resist the urge to pull her stetson over her face. "Well, I ain't proud of tellin' that story. I'd rather hoped I'd never have to," She quickly recovered. "But when you were willin' to lie over somethin' that didn't need to be lied about, I knew I had to correct that behavior anyway I could."

The bow wearing filly still protested. "But I wasn't lyin' the way you did. And unlike you, my lie got caught before any harm was done."

The freckle faced mare could only shake her head. "That's not the point, sugarcube. The point of my story is, when we start lyin', it becomes easy to make it a habit," And she explained. "Sure, maybe we start out with little lies that don't mean much. Sometimes we maybe don't tell others the truth or the whole truth when asked. And maybe every once and a while if we try to be honest otherwise, that's okay. But if we start to lie all the time, even just about small things, it quickly snowballs out of control. We start bein' willin' to lie about everythin' and anythin'. And that's what leads to trouble."

"Like what happened between you and Rarity!" Apple Bloom realized! "Boy, wait 'til I tell Sweetie Belle about this! She'll be surprised to learn Rarity wasn't born with her sense of fashion."

Applejack grinned and giggled. "I have a feelin' she already knows. After all, I wasn't born perfect and neither was Rarity. We don't start out the way we always are, but that's just what makes life what it is: It's a learnin' experience. And every day brings us somethin' new to learn."

The farm filly just commented. "Huh, never thought about it like that before."

"Eeyup," Applejack declared with a smile. "So don't you ever think about lyin' again, Apple Bloom. Not even if you tell yourself it's just a little lie or it'll only be for one time. When you start makin' excuses to lie, you're already makin' a habit out of it," She then adjusted her brown stetson and said. "Now come on, it's almost dinner time. And don't forget, you're helpin' Granny Smith make the zap apple jam tomorrow."

Apple Bloom giggled. "And that means I've got all those funny rituals that I have to do to make it just right, includin' that bunny hop around the waterin' cans." But at least she could take solace in the fact that she wouldn't be the only pony doing it when was all said and done.

Author's Note

While my original rewrite of this episode set the story from Filthy Rich's perspective for the most part and I still think it's decent, I don't think it really solved the problem of this episode. First and foremost, it was marketed under false pretenses with its claim of Applejack sending the whole Apple family to the hospital. Yet the episode itself didn't show the Apples' parents at any point, making that synopsis a lie.

Second, the episode's story itself follows mostly the typical formula for the "Liar Revealed" trope without doing anything really new or creative. And it unintentionally establishes a bad secondary moral by implying that young Big Macintosh should've just shut up and went along with Applejack's lies the whole time instead of constantly calling her out for them (albeit by repeating what was just seen on-screen). And that is wrong, as arrogant as Big Macintosh may have been in the past he was under no obligation to go along with his sister's bad ideas just because she wouldn't tell the truth.

It was never directly confirmed, but leaks reveal that a similar episode about Applejack being a liar in the past was planned involving her and Rarity. And I felt like that was an idea worth exploring. In keeping with the original episode being sort of a "Bottle Episode" given its small number of voice actors and actresses, I decided to use Photo Finish and Prim Headline along with Rarity's parents since their VAs were already in the story.

And yes, I know this is somewhat similar to "Honest Apple" in Season 7 as a result, but I did my best not to make it a direct copy. Plus, I already rewrote that episode to be a bonus chapter focusing on Diamond Tiara.

The line about Spoiled being from a family of dairy farmers is a headcanon I credit to deadpansnarker. And the bit about Hoity Toity's new assistant is a nod to my rewrite of "Fake It 'Til You Make It".

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
~~The Apple's White Lie (Where The Apple Lies - Redo)~~
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S6 E25: To Where and Back Again, Part 1 (What If?)

Starlight Glimmer had only been back in Ponyville for a few weeks at best, so she hadn't been expecting much. And she was quite surprised when Twilight gave her some rather exciting news. "I'm officially making that guest room your bedroom. You can decorate it however you like." She told her student.

Starlight's smile in response was so big it looked like it might fall off her face! "Oh, Twilight! You shouldn't have... but I'm glad you did!" After taking a moment to compose herself (and trying not to blush) she added. "Really, though, you didn't have to do this. I've always felt like I came out of nowhere. Like I threw you a curveball and you didn't know what to do with me."

Twilight ended up blushing. "Admittedly, at first I mostly was just trying to keep you out of the dungeon. But I really did want to help you, and I thought making you my student was the way to go about it," She somewhat nervously chuckled. "Obviously, it didn't go exactly like I had planned. But I think it's worked out for the better. Not everything in life can be planned after all."

"True, true," The unicorn admitted. "And I'm very grateful for all you've done for me, Twilight. If it wasn't for you, I don't know where I'd be right now or if I'd even still be standing. I know I haven't always been a model student, though."

"Never said you had to be," The young alicorn declared and changed the subject. "Now why don't you help Spike and I with the moving in? We very well can't lift all the boxes on our own."

"Yeah," Spike grunted as he set some heavy cardboard boxes on the floor. "We don't all have magical horns, you know."

And so, Starlight went about aiding Twilight and Spike as they carried the boxes to the unicorn's bedroom. Though as she went about doing so she questioned. "What'll happen to the guest room, then? It very well can't be a guest room if I'm staying in it."

Twilight Sparkle chuckled. "I'm sure I'll find another bedroom to convert. After all, there's lots of rooms in this castle I still haven't found a use for yet."

A short time later, the big move was complete as Twilight turned to her student and told her. "Thanks for the help, Starlight. Spike and I really appreciated it."

"Hey, it's the least I can do!" The unicorn mare eagerly declared. "You taught me that friendship is something nopony can live without. I will take that to heart."

But the young alicorn simply replied. "I may have offered guidance, but you are responsible for the pony you've become. You've come far and learned much, Starlight, and you should be proud of yourself for that."

"Please, you're gonna make me blush!" Starlight insisted as she started to look almost embarrassed with all the praise she was being showered with.

"Sorry, but either way I'm honored to call you my student and my friend, and consider you part of the family," Twilight declared. "And I know Spike feels the same way. Right, Spike?"

Spike didn't answer, the little dragon was gazing out one of the castle windows at something that had just caught his wandering eye. "Hey, what's that?" He asked and gestured a claw to the sky. In the distance, it was possible to make out the faint outline of something, though what it was was impossible to tell.

"I don't know, Spike," Twilight somewhat nervously replied. "Is it a bird?"

"Is it a parasprite?" Starlight questioned as she squinted at the object in the distance. Was it her imagination or did it seem to be rapidly closing in on the three?

"It's... it's..." The little dragon began to say, before he happened to notice something about the object: It was approaching the window at a very high speed! "Incoming!" He shouted and dove for cover, prompting Twilight and Starlight to do the same!

A few seconds later, there came the sound of a crash as something struck some of the cardboard boxes. That something soon revealed itself as a pegasus mare with a walled right eye, a grey coat, a blonde mane and tail and a cutie mark depicting bubbles. She was clad from head to hooves in a brown colored uniform that proudly displayed the logo of the Ponyville Post Office, but she didn't speak a word as she dusted herself off and produced a letter from the sack she had on her.

"Oh," Twilight commented in realization. "This is a surprise. Usually, I get letters via dragon mail."

"It is the fastest way to get mail!" Spike boasted before telling the post mare. "Uh, no offense to you. I'm sure you're still... efficient."

The mail mare continued not to say a word as she brought the letter out and held it in her mouth. But when Twilight tried to pull the letter out with her magic, the pegasus mare refused to part with it and shook her head.

It didn't take long for Starlight to realize that she was the intended recipient of the letter. "For me?" She questioned as she reluctantly accepted it. "Who could possibly be sending me a letter? I wasn't expecting any mail today," Still, she opened it and read it to herself. As she did so, her moderate persian blue eyes began to reflect a look of dread while the unicorn nearly gasped. "I don't believe it! It's... the ponies from my old village: Cutie Markless."

"What do they want?" Twilight questioned with concern. "Are they in danger?"

"Or are they still upset with you?" Spike inquired. "I don't see why they would be."

But Starlight shook her head. "No, it's nothing like that. It's something worse!" She gulped. "They've invited me to the village's annual Sunset Festival! They actually want me to come and see them! Me of all ponies!" This was not the kind of news she had wanted to hear. Starlight Glimmer had her reasons for not wanting to go back to the village she'd once ruled over.

Little did Starlight or anyone else in the room imagine that soon matters far more troubling would present themselves. Something far worse than a possible return for Starlight to a location she'd hoped never to see again.

A nervous Starlight couldn't believe it when she actually ended up going back to that village. She'd wanted nothing more than to decline the invitation outright, but something had prevented her from doing so. "Uh, hey there, everypony?" She greeted after nervously taking in a deep breath, hoping that none of them noticed. "I'm... back..."

Party Favor was the first villager to turn around and face the pony who'd once led the village. He sounded rather hostile and cold if his tone of voice was anything to go on. "Uh... Hey, Starlight. What are you doing here?"

The unicorn mare blinked in surprise, confusion and most of all concern. " I-I... I was invited. To the Sunset Festival? Remember?" She floated over the letter that had been sent to her.

Double Diamond spoke up next with a frown. "Uh, yeah, but we didn't think you'd actually show up. We thought you'd be smart enough to know the truth."

Party Favor proceeded to rip up the invitation with his hooves while he snarled and sneered. "You didn't think we really wanted you here, did you? Get a clue, we don't want you here! We're fine without you, just like we were before we swallowed your lies!"

Starlight Glimmer gasped in disbelief as all the villagers suddenly seemed to turn on her. "But... I... apologized. I thought everything was fine. I didn't even want to come back, but I couldn't turn down your invitation. I've... changed, I think." She was on the verge of tears.

None of the villagers responded to or showed any signs of awareness of Starlight's plight, they all just gathered around and started laughing at her repeatedly. Mocking her. Some of them even jeered. "Stay in Ponyville where you belong! You're not wanted here anymore! It's not your town, it's our town!"

A frantic Starlight began to feel awfully small as she put her hooves to her face and shuddered, crouching in fright and fear. "Please...! Stop...!" She cried and then shouted at the top of her lungs! "STOP!" That last line inexplicably echoed.

Suddenly, like magic, everything and everypony else faded away. The village no longer existed and neither did the villagers. But Starlight Glimmer was not alone for long. "W-what happened?" She blinked before spotting the familiar form of Princess Luna approaching her. "Princess Luna?"

The princess of the night nodded and spoke in a gentle tone. "Dreams are my domain, Starlight Glimmer. And I sensed your distress. I am here because you need me to be, that is part of my duties."

The frightened unicorn began to ease up, breathing a much needed sigh of relief. "Oh, thank goodness this is all just a bad dream. It felt so real."

Princess Luna simply went on to say. "Though it may be a dream, the feelings in it are real. Your conscience created this dream based on your fears."

Starlight's happy mood faded as she sighed in realization. "Great. So I guess I'm more afraid of going back to the village than I thought. Why do I do this to myself?" Hesitantly, she looked to the alicorn and asked. "What am I supposed to do now? I obviously have to do something to prevent this from happening again."

The alicorn with a dark blue coat smiled. "I find it helps if you talk about your worries, particularly with those you trust," Visions began to flash in her memories as she recalled. "I have been helped before by six very special ponies, including the one who you are currently a student of. And I have also been aided by my sister in learning to confront my personal demons, much as you too now have a family that you can share things with. I would strongly suggest you to talk to them, hear what they have to say."

"And then what? I just take their advice and that's it?" Starlight frowned.

"Talking to them is a good first step, Starlight," Luna reassured the troubled unicorn. "But they can't make decisions for you all the time. I can speak from experience when I say that the doubts you have are the kind that only you can truly erase," Then she smiled. "I see a lot of myself reflected in you, you know. Like you, I once trotted down a dark path and was led astray by thoughts of revenge and 'getting even'."

Starlight Glimmer quickly recalled. "Oh yeah, Twilight told me about the whole 'Nightmare Moon' thing. But that was different, you were possessed by evil, I willingly chose to become it."

Princess Luna shook her head. "It was I alone who allowed those dark thoughts to enter my mind, just as you too chose to become consumed by your own worst instincts," She quickly changed her tone as she reassured Starlight. "Still, you know how my story ends. I was given a second chance by all, including the sister I once struck at and tried to overthrow. And you too were blessed with a second chance in life. You are not who you used to be. Things do indeed get better, Starlight Glimmer. Never forget that," Then she gave a bow. "I must go now. But I sense this is not the last time we will speak."

A second later, the dream ended and the unicorn mare fluttered her eyes open as she woke up in her bed. "Luna's right," She whispered to herself. "I can't keep this to myself. That's what's always gotten me into trouble before." And she silently vowed to take the moon alicorn's advice. She would talk to those "friends" first thing next morning.

That was just what the unicorn with a grayish-purple coat and moderate persian blue eyes did when the sun rose the next morning. She informed Twilight of the previous night's events at breakfast, and the young alicorn was quick to abide by her student's request.

When all six had gathered in the throne room a short time later, the reformed unicorn wasted no time in sharing the details and letting them know why it was she had wanted to speak to them on such short notice. "That's my story, that's what happened," She informed them. "Princess Luna said I should tell you all how I was feeling. So... there it is. I'm afraid to go back to the village for the celebration."

Rarity was the first to offer feedback. "But why, darling? You went back to apologize. They accepted. Everypony has moved on more or less."

Starlight was anything but convinced. "But have they really? More importantly," She sniffled. "Have I really changed as much as everypony says I have? I've made so many mistakes, even though I'm suppose to have been 'learning' about the magic of friendship. It feels like I'm still a novice even though it's been so long."

Rainbow Dash immediately shot down the idea! "Oh come on, Starlight! Don't beat yourself up for no good reason! You're nowhere near as bad as you used to be, I mean it!"

Applejack protested! "Rainbow, you didn't have to put it like that! There are nicer ways of goin' about it!"

The rainbow maned pegasus protested back. "I'm being sincere! And quite frankly, she needs to hear it straight from the horse's mouth. She's our friend now, and we can't turn our back on a friend in need. If she needs some tough love to realize how far she's come, so be it!"

Fluttershy added. "You already went back once to apologize and make amends, and from what I heard it all went smoothly more or less," She smiled. "You really think they'd be so cruel as to send you a letter just to tell you they didn't want you? I think they're sincere, they want to hear from you. They're probably just as worried about you as we are."

"Yeah!" Pinkie Pie chimed in! "Besides, you can't not go after you got an invitation. At least, not when you don't have a good reason. They went through all the trouble of writing to you and asking you to come, you should go. Not going would probably be the worst thing you could possibly do!"

And Applejack saw fit to give her own opinion. "I think our friends are right, Starlight. You really should go. And if you're worried, just talk to 'em. Maybe they can help you in a way we can't, they seemed like nice ponies when they were helpin' us."

Then Twilight Sparkle spoke up. "You know, Starlight. Maybe it wouldn't be a bad idea if you had somepony accompany you on the journey," She smiled and blinked her eyes as she suggested. "Like say, somepony you trust who would look out for you and be there for you?"

As it turned out, the pony Starlight Glimmer ended up taking as a result of Twilight's suggestion wasn't who the alicorn had been expecting. It was Sunburst who ended up receiving the informal invitation, meeting his old friend at the train station after she'd already packed up her saddle bags in preparation for the trip. "Thanks again for agreeing to this, Sunburst," She said to the glasses wearing stallion. "Twilight said I should bring a friend, and you're one of the only ponies I consider a true friend. You're different from my other friends, our bond feels... special."

Sunburst blushed a bit. "Well, I'm honored you think that highly of me. But why me, exactly? Why not Trixie? I heard you two were pretty close."

Starlight explained. "I thought about Trixie, but I don't know how to get in touch with her. Her wagon doesn't have an address."

The unicorn stallion with an orange coat quickly regained his composure. "Oh, that makes sense, I guess," And then he gestured a hoof. "Well, come on. The train's gonna be leaving any minute now. And on the way, maybe you can tell me more about this old village."

Starlight smiled. "Sure," Then she turned to her other friends. "Well, I'd best be going. The festival lasts a whole week, but I don't know if we'll stay that long." Soon afterward, she boarded the train with Sunburst. And all on the platform stood there, waving and saying goodbye to her until the train was out of sight.

The train ride lasted shorter than the nervous unicorn mare would've liked. Sooner than she was ready, she was departing the train in a junction just a walking bridge away from the outskirts of the village now called Cutie Markless.

Sunburst's dark blue eyes soon took in the outline of the village as he and his fellow unicorn drew near to it. "So, that's it, huh? That's the town where you-"

"-Magically stole everypony's cutie marks, replaced them with equal signs and forced them all to hide their natural talents? Yes." Starlight willingly confessed and hung her head in shame.

Sunburst was surprised at the outburst and commented. "Not quite how I would've put it, but I guess your statement's true," He then noticed his friend starting to shake not unlike a jelly. "You sure you wanna go through with this? It's not too late to back out if you're not feeling up to it. You seem more nervous than you were when we first met each other again for the first time."

The mare shook her head. "I can't turn back now, not after I gave Twilight my word that I'd go! Plus, I don't think my nightmares are gonna stop until I confront this thing head on," She took a few steps towards the village while sighing in lament, listening as it seemed to carry on the wind. "I just want to... blend in. Be just another pony in the crowd enjoying the Sunset Festival with my friend. That's not too much to ask for, right?"

The glasses wearing unicorn stallion nodded his head in agreement. "I don't think so. We'll be like tourists," But the two hadn't gotten far before he stopped and whispered to Starlight Glimmer. "If things get weird for you, just let me know. I've got your back."

"What, is that a promise or something?" Starlight questioned.

"It can be. I just want you to have a good time and not worry yourself, Starlight," Sunburst replied. "That's what friends do for each other, especially close friends like us."

The reformed unicorn mare gulped even as she was somewhat reassured by the stallion's sincere tone. "Well, no time like the present, I guess. Here goes nothing." And summoning up what courage she could find on short notice, she trotted into the village proper.

Almost as if some unspoken spell had been cast that would command attention, all eyes in the village immediately turned to greet the newcomers in their midst. It took but a moment for them to recognize one of them, and Double Diamond was the first to greet. "Ah, Starlight, you came!"

"Y-yes, it's me." Starlight nervously smiled and waved in reply. She couldn't think of anything else to say.

Double Diamond then eyed the stallion standing besides Starlight. "And who is this? Is he a friend of yours?"

Sunburst now wished he'd thought to at least trim his goatee so it wasn't so noticeable, and maybe shed that cloak of his that wasn't really needed in a much more temperate location such as this. But he still found the courage to speak. "Yes. My name's Sunburst. Starlight and I were childhood friends, once upon a time. We reconnected about a year ago or so, and we've stayed in touch through letters since then."

Night Glider couldn't help but chuckle and tease. "Starlight, you didn't tell us you had a boyfriend now!"

"He's not my boyfriend!" Starlight shouted as a raging blush formed on her cheeks!

"Hey, take it easy," Night Glider insisted as she backed off. "It was just a joke, no need to get all bent out of shape."

The reformed unicorn mare's blush only deepened as she realized her rash response. "Sorry." She nervously insisted and said nothing further. This wasn't helping her anxiety.

Party Favor then sought to change the subject. "It's good you came, Starlight. We were hoping you could make it but we weren't sure if you could. Are you gonna stay for the whole week? We have different events planned for each day!"

"Oh, that's... good, I think." Starlight Glimmer commented as she tried to think of what else to say.

"What it's like living in a castle?" Sugar Belle questioned. "You're so lucky to be able to live with a princess! We're all a little jealous."

At that Starlight stepped back a bit. "You... are?"

Double Diamond chuckled. "Hard not to be. You seem to be doing pretty well for yourself since we saw you last."

The reformed unicorn nervously smiled and waved. "It's good to see all of you, too. Really."

Party Favor then spoke up. "Well, it's a good thing you showed up when you did. Since you're our honored guest, we were hoping maybe you could help us with some last issues with the festival. We don't really have a leader here, we all more or less live and work together," He then presented some banners as he explained. "We were having some debate about these banners, maybe you could help us? Just give us your honest opinion, which one do you think feels more 'sunsetty' for lack of a better term?"

Starlight bit her lip, stepping back even more. "Oh, y-you don't need my opinion, really. Just pick whichever one you think is best, Party Favor."

Double Diamond then proposed. "Well, at least will you help with the routes for the relay race tomorrow? I've still got a spare pair of skis, I just need a second opinion from somepony who's not a professional like I am."

Again, the mare hesitated as her lips started to quiver. "Really, there's no need for that, Double Diamond. I wouldn't be of much help."

Sugar Belle then suggested. "But at least you'll help with the baking competition, right? One of our judges had to back out and we're having trouble finding a replacement."

The unicorn mare with a grayish-purple coat nearly stuttered. "O-oh no, I couldn't! Really, I just wanna enjoy the festival. I don't wanna be a bother to anypony."

Night Glider simply commented. "You can't say no to assisting with the fireworks show the unicorns have planned for tomorrow, Sugar Belle and Party Favor can only do so much. Especially when Sugar Belle's busy running the baking competition and Party Favor can't really use his horn. You're pretty good with magic, no way could you have gotten rusty at that since you ran away."

It wasn't long before all the villagers were crowding around poor Starlight, who felt her eyes start to shrink as all the voices began to drowned out and be replaced by a loud buzzing noise. Everything started to blur! And her horn developed a mind of its own as she all but shrieked! "NO!" She pushed the crowd back and started trembling and shaking all over, her head felt light and her breaths began to become heavy!

Double Diamond was the first to notice the signs of distress. Neither he or the villagers had ever seen their guest in such a state before. "Starlight?" He asked in a concerned tone of voice. "Are you okay? You don't look so good."

Poor Starlight Glimmer couldn't answer as she just continued to breath heavily. She could barely see or hear anything, that's how distressed she was!

Fortunately, Sunburst (who had been nearby but just outside of the range of the spell) quickly spotted Starlight's symptoms of distress and was at her side in a moment! He threw his cloak around her and pulled her close as he helped her to slowly stand. "It's okay, Starlight!" He told her as he locked eyes with her. "You're gonna be okay!" Then he apologized to the villagers. "I'm so sorry. I think she might be coming down with something. It's best if we leave before any of you catch it." And without waiting for a reply, he ushered his severly frightened friend away.

All the villagers could do was stand there and exchange mutual glances of confusion as well as concern.

It wasn't until the two unicorns had retreated across the bridge and returned to the train station that Starlight managed to recover from her abrupt panic attack. And as the shock wore off it was replaced by a new emotion, an all too familiar one at that: Shame. "Ugh, I can't believe I did that!" She groaned anew in annoyance. "What is wrong with me?! I should be better than this!"

"I had to do something, Starlight," Sunburst apologized. "You looked like you were having a breakdown or something. Whatever it was, it wasn't natural."

But the reformed unicorn could only look at the ground in sorrow and sadness. "I thought maybe I had moved on, but I was wrong, My past still haunts me even though it shouldn't," She let out a deep breath rather slowly. "I think I know why, though. I was horrible when I led that village! I was a complete monster!"

Sunburst didn't seem to think so. "That's not true and you know it."

"You weren't there, Sunburst!" Starlight snapped, before realizing how harsh that sounded. "Sorry, sorry. That's not right of me to say. I know you're just trying to cheer me up and make me feel better. But neither you or Trixie could truly understand what I used to be like," Thousands of memories long forgotten started flashing before her very eyes as she whimpered. "Twilight and her friends are the only ones who know besides those villagers. I ruled with an iron hoof, I tolerated no dissent of any kind. And when my lies finally caught up with me, I lashed out at anyone and anything in my path. That's what drove me to seek revenge, to travel back in time."

The stallion adjusted his glasses. All he could bring himself to say was. "I didn't know it was that bad. I'm sorry."

Starlight looked up slowly. "That's why it was so hard to come back to that village. I was ready for them to still be a bit distant, to not trust me fully. It's what I deserved," She shuddered. "But for them to want to put me in charge again, even just for the festival? That's the worst thing they could've done, even worse than if they never invited me or wanted to see me again," And she declared. "With my past, I should never be in charge of anything! Whenever I've had to make big decisions, I always seem to make the wrong one."

"Why? You didn't back out of seeing me, and we ultimately opened up to each other about our pasts." Sunburst commented.

"Only because Twilight and Spike did most of the heavy lifting for me," Starlight confessed. "If it had been up to me, I would've chickened out. That's how bad I a decision maker I was and still am."

Sunburst then commented as he pulled his friend close. "If anypony knows what it's like to actually fail, it's me. I flunked out of magic school, remember? I was the one living a lie when we met even though I had no reason to do so. You helped me to learn that we can't run away from our problems or our failures. What we can do is learn from them."

"But what is there for me to learn that I shouldn't already know?" The unicorn mare with a grayish-purple coat whimpered.

The glasses wearing stallion with an orange coat and a goatee could only reply. "I can't answer that, Starlight. That's something you have to discover for yourself."

But Starlight Glimmer just hung her head in renewed shame. "Well it doesn't matter. After what happened back there, there's no way I can go back and pretend things are the same," Her face morphed into a pronounced frown. "I'm going back to Princess Twilight as a failure. I can only hope she won't be too upset with me for running away from my problems again."

Unbeknownst to either Starlight or Sunburst, Twilight wouldn't have the opportunity to learn of her student's failure. For not long after Starlight had left for Cutie Markless, an unexpected development would catch the young alicorn by surprise.

Twilight returned to her castle as soon as the train carrying Starlight had disappeared over the horizon. She knew it would be at least a day or two before she heard from her student again. That was okay, though. That gave the alicorn plenty of time to catch up on her reading, and to start working on lesson plans for Starlight when she came back.

The young alicorn was hard at work on one of these lesson plans in the castle library when a sound reached her ears. It was a very familiar sound to her, that of the castle doors being knocked on. "Who could that be?" She wondered to herself. "I wasn't expecting visitors," Then a horrible thought struck her! "Oh, I hope something didn't happen to Starlight to make her back out!"

Knowing that there was only one way to know for sure who was knocking, Twilight set down the scrolls she'd written so much information on and left the library. Lighting up her horn, she teleported to the front doors and opened them.

In trotted Starlight Glimmer, or at least it appeared to be Starlight Glimmer. "Hey... Twilight." The unicorn greeted after hesitating for some reason, almost as if she didn't recognize or remember the alicorn's name.

"Starlight?" Twilight questioned as she looked at the unicorn. "What are you doing back so soon? And where's Sunburst? Is everything alright?"

"Y-yes," Starlight stuttered in uncertainty. "Sunburst..." She paused and seemed to be thinking of something before finally saying. "Had to leave. And I did too. So we came back to Ponyville and parted ways. Sorry."

The book loving alicorn was surprised by her student's statement. "You mean, you didn't go to that festival after all?"

Starlight blinked and seemed to react with surprise to what had been asked. "What? Oh, the festival, right. Yeah, I'm afraid I did. Sorry."

Now it was Twilight's turn to hesitate. Something about the way Starlight was acting made her suspicious, but she couldn't put her hoof on why. Rather than voice these concerns aloud, however, she simply said. "That's okay. I'm sure you had a good reason for not going. It was probably asking a lot for you to go back to the place that most reminds you of your past."

The unicorn slowly nodded. "Yes, Twilight." And said nothing more.

"Well," The young alicorn offered soon afterward. "Why don't you come with me to the throne room? I want to discuss your next friendship lesson and what I was thinking you could do." And she trotted away as her student followed.

But once the two mares entered the throne room, Twilight quickly moved to shut the door behind her! Then she turned and confronted Starlight with her horn ominously sparking! "Alright. You might as well drop the act, whoever you!" She warned. "You're not really Starlight Glimmer!"

The impostor began to laugh as her entire body became coated in a sickly green glow. Soon, standing before the alicorn was a familiar looking cross between a pony and a bug. "You are correct, princess," The changeling hissed. "I merely posed as her to get close to you. And now I have you right where I want you!"

"Don't be so sure," Twilight replied as she kept her horn at the ready. "It's just you and I, bug! Whatever it is you came here for, you're gonna go home disappointed!"

The changeling only replied. "That's where you're wrong, princess. Queen Chrysalis gave me orders to bring you to her, and that's what I'm going to do," It then cackled with fiendish glee. "You were a fool to confront me on your own." And it started to sink through the floor.

The young alicorn kept watch, waiting for the changeling to strike. But she was still taken by surprise when said changeling snuck up behind her just before she swung around.

"Don't worry," The changeling told the princess as it lunged at her. "You aren't the only princess Chrysalis has set her sights on. And you can be assured, nopony is coming to rescue you!"

Starlight didn't know about what had transpired in Ponyville in her absence even as she returned to town alone. She was still thinking about her short lived trip to Cutie Markless, about the way she had reacted. She was wondering what Twilight would have to say when the alicorn inevitably learned of the reason behind her student's sudden return.

Yet as the unicorn mare wandered through town as she made her way back to the castle, she was surprised to suddenly spot a familiar looking wagon on a grassy patch nearby. "Could it be?!" She wondered aloud! With her curiosity getting the better of her, Starlight lit up her horn and teleported over to the wagon proper.

Sure enough, a small stage had been set up right in front of the wagon. And there on the stage was an instantly recognizable unicorn mare with a light blue coat. She had a pale cornflower blue mane and tail with nearly white in color stripes, the mane was curly and the tail bushy. She had grayish blue eyes and proudly wore a periwinkle hat and cape with white stars stitched all over them. Yet her cutie mark was still visible: A light blue magic wand and a crescent moon.

The performing unicorn immediately smiled upon seeing Starlight appear before her. "Well well, if it isn't the Great and Powerful Trixie's fantastic assistant and best friend: Starlight Glimmer!"

"Nice to see you again, Trixie," Starlight smiled back before questioning. "Although, why are you here? I thought you were still on that apology tour."

Trixie tipped her hat with her magic. "Even the Great and Powerful Trixie needs a break from performing every now and then. Ponyville was the closest location after her most recent show, so Trixie figured she would come here for a little rest and relaxation. It gives Trixie a chance to hone her skills and perfect new tricks."

"I sure hope you haven't been attempting The Moonshot Manticore Mouthdive." The unicorn mare with a grayish-purple coat said to the magician.

Trixie shook her head. "Of course not, Starlight. Trixie may be bold but she isn't stupid and careless. Trixie knows that she can only perform such a trick with the help of her great and powerful assistant," She was quick to offer. "Perhaps you'd like to take up that role again? Trixie wasn't planning on doing a show here, but perhaps an exception could be made on account of us being such good friends and all."

Unfortunately, Starlight Glimmer could only hang her head. "I'm not in the mood, Trixie. I'm not actually supposed to be back here," She confessed. "I'm supposed to be out in the middle of nowhere attending a festival with some ponies I used to know. But I couldn't work up the nerve. I panicked and ran away," She sighed in lament. "Now I'm trying to think of how I'm gonna explain it all to Twilight. I just hope she won't be too mad with me."

Yet it was then that Trixie declared. "Normally, Trixie would say Princess Twilight isn't the type to be mad without a reason. But today, it seems like the princess is in an unusually foul mood for some reason. She acted like she had no idea who Trixie was even though we've met before on multiple occasions."

"What?! That doesn't sound like Twilight at all!" The reformed unicorn gasped in shock! And she then declared. "I need to talk to her right away! Something's not right!"

Starlight raced right over to the castle and without any regard for formal manners or behavior she started to knock on the door as frantically as possible! "Twilight? Hello? There's something we need to discuss."

But to the unicorn's surprise, a small hatch above the door was suddenly opened as Spike's green eyes poked out through it. He briefly appeared to recognize this pony, but then he acted as if he had no idea who she was. "What's the password?" He questioned the mare.

"'Password'?" Starlight replied in confusion. She hoped she had misheard that.

Spike grumbled. "Yes, the password. Nopony gets in without it. So what's the password? Speak it or go away!"

"Spike, come on! It's me, Starlight Glimmer!" The unicorn identified herself. "I live here, remember?"

The little dragon only retorted. "Likely story, pal. Speak the password or stop wasting my time! Come on, make it quick!"

"I don't understand! Why are you doing this?! You know who I am!" Starlight insisted as she suddenly felt the doors open all by themselves. "Why are you being so-"

Fortunately, Twilight happened to be waiting on the other side of the doors in the main hallway. And she quickly shot Spike a stern, scolding glare. "-Rude? I was just about to ask that myself. I think a certain dragon didn't get his nap today."

"Whatever. My job's done." Spike grumbled and stormed off without another word.

Twilight then apologized. "Sorry about that. He's been acting a little off. Don't know what's gotten into him."

The unicorn could only comment. "Well, he's not the only one acting strange. I heard from Trixie that you apparently didn't recognize her even though you've met before."

"We have?" The alicorn seemed to reply in a tone of voice that indicated confusion. But she quickly corrected herself. "I mean, of course we have. Trixie's probably lying," And she changed the subject. "Enough about me, though. How are you?"

"Not great, actually," Starlight reluctantly confessed. "You're probably wondering why I'm back from the village so early. It hasn't even been a day."

Twilight just commented. "I didn't want to bring it up. But I guess it didn't go well?"

"Yes," Starlight glumly confessed. "The ponies there they kept asking me things, and they wanted me to be in charge again. But being a leader is the last thing I should ever be. So we left, Sunburst and I, together," Then she apologized. "Sorry, I'm guess not a very good student after all."

However, the alicorn just replied to Starlight. "Well, you should definitely not go back to that village anytime soon. In fact, if I were you, I wouldn't go back there ever again."

"What?" The unicorn mare questioned in disbelief. Surely, she had misheard.

But Twilight Sparkle's response left no doubts in her student's mind as she explained. "If you were worried about what they thought of you before, it's probably way worse now. I'd cut my losses. Besides, it's not like you wanted to go back to that village," She then rather suspiciously inquired. "Or do you?"

Starlight gulped as she was abruptly put on the spot. "W-well, not really, but..."

Twilight smiled and made her wings puff out while she pointed to her chest. "Trust me. I'm the Princess of Friendship. And I say you don't need those ponies. You can always make more friends. And as your teacher, what I say goes," Then she declared. "Now, if you'll excuse me, I've got important business to attend to! So don't bother me!" And she trotted off to the throne room and shut the door tight.

All Starlight Glimmer could do was just stand there and murmur to herself. "'Cut my losses'? That can't be right. Twilight would never say that."

That night, the unicorn suddenly found herself back in Cutie Markless even though she couldn't remember having journeyed there again. Still, she decided to make the most of this opportunity as she saw some of the villagers trotting to and fro in front of her. "Hey, I wanted to apologize for my behavior earlier," She declared only to be ignored, the villagers passed by without even acknowledging her presence. "Hello? Can anypony hear me? Is anypony out there?"

Then, without warning, the rather angry sounding voice of Twilight Sparkle split the silence. "I thought I told you you could never speak to them again!" And sure enough, she appeared before Starlight in all her indignant glory.

"What?! How did you get here?! Who told you I was coming here?!" Starlight questioned as she began to back up.

"That doesn't matter! I'm here to make sure you do what I say!" Twilight angrily demanded. "And didn't I tell you specifically not to come back here ever?!"

Starlight became frantic as the angry alicorn approached her. "You're not acting like yourself, Twilight. This doesn't seem right," And then her next line took on an echo! "Something is wrong!" Just like that, everything was dispelled into a misty darkness (except of course for Starlight herself), and a wind began to blow. She quickly realized what this meant. "A dream? But what does this mean?"

Mere seconds after speaking that question, the unicorn heard a familiar voice whispering to her. "Starlight Glimmer?"

The unicorn looked up to the sky, and gasped when she saw none other than the princess of the night materialize within the moon! "Oh, thank goodness I have a chance to speak with you."

"Why? What's going on?" Starlight questioned. "This is all a dream, isn't it?"

"Yes, but in the waking world there is trouble," Princess Luna explained. "Changelings have attacked the Crystal Empire. We thought we had them contained, but it seems they were just a distraction. Somehow, another group slipped through while we were busy. And apparently, there was an attack on Ponyville as well."

Starlight gasped! "Oh no! Twilight!" No wonder her mentor had been acting so strangely, it wasn't really Twilight Sparkle at all.

Princess Luna then cautioned. "Be mindful of who you trust, Starlight. My sister and I are too busy dealing with the attack on the empire to handle the other threats. You must find out what the changelings have done with Twilight and where they've taken her!" Then she turned. "I must go, my help is needed on the battlefield!" And without saying another word the alicorn disappeared as mysteriously and suddenly as she had arrived.

Soon afterward, a frantic Starlight Glimmer awoke in her bed! "What am I gonna do?!" She exclaimed to herself as she shook with fright!

At that very moment, the bedroom door swung open and Starlight dove for cover (literally, under the coversheets of her bed)!

"Starlight?" A familiar voice whispered. "It's alright, I know everything. I'm the one who reached out to Princess Luna. She's my dragonsitter, remember?"

The unicorn reluctantly surfaced from the sheets, breathing a small sigh of relief when she locked eyes with Spike. "So it is you!" She happily commented. "Then what was all that earlier? Were you trying to warn me?"

"I was just trying to keep you away from harm," The little dragon explained. "Twilight hasn't been herself since shortly after you left," He whimpered a bit. "I'm worried about her. The changelings took her, I'm sure of it!" He looked back to the hallway from the door. "You have to get out of here and get help! I won't be able to keep the impostor in the dark for long!"

Starlight questioned. "What about you, Spike? I can't just leave you here!"

Spike nervously insisted. "I'll be fine on my own! I'll meet up with you later if I can! But please, for your own sake, get out of here!"

"A-alright," The unicorn mare declared while lighting up her horn. "But I'll come back for you if I can!" And then, in a poof of magic, she was gone!

Starlight teleported out of the castle and headed for the closest location she could spot: Trixie's wagon. She immediately knocked on its back door (and only door at that). "Trixie? Trixie, it's Starlight! Are you awake?" She frantically whispered.

From the other side of the door, Trixie could be heard muttering in her sleep. "Of course, Princess Celestia... I'd love to perform for peanut butter crackers..."

Starlight Glimmer frowned and knocked harder on the door. "Come on, Trixie! Wake up! It's urgent!"

That prompted a reaction as Trixie could be heard stumbling around, knocking over some of her magic supplies which included smoke bombs. The magician sleepily poked her head out of the wagon's window and started coughing, choking on the smoke as her eyes watered. Once she had recovered, she yawned and asked. "Starlight? What time is it? Can't it wait 'til morning?"

Starlight shook her head at her fellow unicorn. "No, Trixie! I just found out what's wrong with Twilight! She's not herself!"

Trixie huffed. "Obviously. You think Trixie didn't already know that?"

But the reformed unicorn protested. "That's not the point, the point is she's been replaced by an impostor: A changeling!" Then she hesitated. "Wait, how do I know it's really you, Trixie?"

"What? What are you talking about, Starlight?" Trixie grumpily (and still quite sleepily) argued. "Of course it's Trixie! Trixie's always been who she is, the Great and Powerful Trixie! Don't you remember our first meeting, at the Ponyville spa?"

Only then did Starlight Glimmer breath a much needed sigh of relief. "Oh, good. It is you!" And she explained! "Changelings attacked the Crystal Empire, apparently to distract from their real objective: Kidnapping Twilight!"

The magician gasped! "What?!" She suddenly exclaimed! "We've gotta do something!"

Just then, the two unicorns saw what looked like a sickly green glow coming from inside the castle nearby. Without saying a word, Starlight grabbed hold of Trixie and the two teleported into the castle interior. Once inside, they followed the sickly green glow to its source: The throne room via an opened door.

Peaking inside, the unicorns saw a sight that made them shudder! Appearing in the center of a sickly green circle conjured up by black bug like orbs, was a rather tall looking changeling with dull green hair and sickly green eyes. Her entire body was the same black as the orbs and she sported a jagged horn that had several holes in it.

Starlight recognized this changeling in a heartbeat, having encountered her before (albeit in a different timeline). "Queen Chrysalis!" She exclaimed in a tone just above a whisper (so as to make sure she wasn't overheard and discovered).

Meanwhile, Queen Chrysalis was frowning at the impostor Twilight as she bitterly remarked. "I can't take you seriously when you wear that hideous disguise. You can drop it, there's no need to hide anymore."

"Yes, your majesty." The impostor Twilight declared as it reverted back into a changeling in the blink of an eye.

Queen Chrysalis smiled. "That's better," And she then inquired in that echoy voice of hers. "Were you followed? You better not have been for your sake!"

The changeling grinned and hissed. "Of course not, your excellency. That puny princess had no idea until it was too late. She put up a good fight, but she was no match for me," Then it declared. "Everything is going according to your perfect plan. I've already taken control of this castle and no one suspects a thing. I'll lure the princesses' friends into a trap and replace them and their little dragon too!"

"Excellent!" The queen happily chortled with fiendish glee. "And I just received word about our little 'distraction' in the Crystal Empire. Just as I predicted, those ponies took the bait. We weren't able to capture that traitorous Thorax, but we managed to capture something even better: The newest alicorn princess and the heir to the crystal throne. She'll make a fine bargaining chip."

"Indeed she will, my queen." The changeling grinned.

Chrysalis' smile grew brighter. "Yes. This time, there will be no mistakes! With that baby alicorn in my possession, the ponies will have no choice but to surrender to me! Then we'll subjugate all of Equestria, city by city and town by town! After all, why control only one city when I can control an entire nation?" And then she laughed long and loud, prompting the changeling with whom she'd been conversing to do the same!

Having heard everything, Trixie was overwhelmed with fright as she began to pant nervously over and over again! Starlight only just thought to teleport her and her friend out before they would've been discovered!

Once back outside the castle and safely away from the changeling, Trixie's pants grew heavier as she began to realize the situation she'd found herself caught up in! "I can't deal with this! I'm just a performer! This is... This is princess-level stuff!"

"I know this looks bad, Trixie," Starlight commented as she tried to reassure her frightened friend. "The other princesses won't be coming to save us, and Twilight's friends won't be of much help even if we can subdue that changeling. We need to find out where they've taken Twilight and Flurry Heart. Maybe we can rescue them before it's too late."

Just then, the sound of something tumbling off a balcony could be heard. And then, who should appear before the two unicorns but Spike? "Don't bother. There's only one place they'd take prisoners: Back to the changeling hive, wherever that is," He then whimpered as he looked up to Starlight. "Please, we have to save them! Twilight's my mom, I can't let anything bad happen to her! And the same goes for Flurry Heart."

The reformed unicorn reluctantly declared. "Well, maybe we can still get some help from the Crystal Empire. Thorax wasn't captured, maybe he'll be able to convince the other princesses to mount a rescue operation."

But then a voice that only Starlight and Spike recognized commented. "There won't be any help coming from the Crystal Empire. They're too busy fending off the army Chrysalis sent to be a distraction." And then, from the bushes emerged Thorax. Except the changeling looked a bit different given his new glossy wings. Accompanying him was Sunburst.

Trixie took one look at Thorax and began to scream hysterically, prompting Starlight Glimmer to encase the frightened magician within a magic bubble of silence. She then turned to confront the changeling. "Thorax? Is that really you? Your wings look... different."

Thorax looked back to his wings. "I suppose they do."

"Wait a minute!" Starlight protested. "How do I know you're not secretly another changeling sent here to trick us? What's something only the real Thorax would know?"

Thorax quickly got an idea. "You were there when Spike defended me to the ponies of the Crystal Empire. Remember? Princess Twilight even said:" He proceeded to morph into a perfect imitation of the alicorn princess and began to repeat what she had said on that fateful day. "As the Princess of Friendship, I try to set an example for everypony to follow. But today, it seems that I'm the one who was taught a lesson."

That was enough to satisfy the concerned unicorn mare as she interrupted. "Okay, okay. I've heard enough. I believe you. We don't need the whole speech."

Thorax dropped his imitation mere seconds later and gestured to Sunburst. "I can vouch for him. He was the pony who helped me to safety when we realized the changelings were looking for me."

Sunburst looked down at the ground. "When they couldn't find Thorax, the small band of changelings in the empire slipped in and foalnapped Flurry Heart."

"It's all my fault!" Thorax whimpered and began to cry. "If it wasn't for me, she'd never have been put in danger!"

"No, if anypony's to blame it's me for not making sure she was in safe hooves," Sunburst declared. "As her crystaller and designated caretaker, I'm supposed to be there for her when her parents are not. But we were all caught off guard by the attack. We thought the army that was spotted on the outskirts was the real deal, but it was just to keep us occupied while scouts slipped in undetected!"

Thorax added. "We came here hoping to get help," Then he glumly declared. "But it seems it's too late for that. Princess Twilight's already been taken too."

Meanwhile, Trixie managed to dispel the magic bubble of silence she'd been held in as she questioned. "So, is somepony gonna fill Trixie in here? How can we trust Thorax if he's a changeling?"

"He's not like the others!" Spike protested. "He's nice and he's on our side," Then he asked Thorax. "How are we supposed to get to the changeling hive? That's where they'd take prisoners, isn't it?"

"Prisoners like Princess Twilight or Flurry Heart, definitely," Thorax agreed. "But even if we get there, we'll need a plan. What should we do?"

"Yeah, Starlight," Sunburst questioned as he looked over the small group that had assembled. "What are we gonna do?"

Nervously, Starlight Glimmer answered. "I... I don't know! Everypony with powerful magic has either been taken or is too busy to help."

"Well, I guess it's a good thing I'm not a pony, then," A familiar wacky voice declared in what sounded like a rather upset tone. "It's funny how whenever ponies talk about powerful magic, they always seem to leave me out of it for some reason. If I weren't reformed, I might just decide to take it personally." The voice's owner soon revealed itself in the form of an instantly recognizable draconequus.

"Discord!" Starlight and Spike exclaimed as they immediately realized who the draconequus was.

Discord smiled as he revealed himself, perched atop Trixie's wagon and knitting something. "Yes, it's me. The one and only," He then looked towards the others and declared. "Well now, isn't this quite the cast of colorful characters?" He proceeded to question. "Where are Twilight and the others? Are they too busy?"

Not willing to take chances, Starlight declared to the draconequus. "How do we know that you're really you?"

The chaos maker didn't say a word in reply as he snapped his talons, quickly turning the ground into slippery soap and turning Trixie's wagon into a pumpkin, right before a coocoo like the one seen in a clock popped out of it. Then he briefly inverted gravity for the fun of it. "Shall I go on?" He asked in a bored tone of voice.

"No, that's quite enough. You've proven your case," Starlight Glimmer insisted, then waited for Discord to turn everything back to normal before explaining. "Twilight and Flurry Heart have been captured by changelings, changelings serving the evil Queen Chrysalis."

"Oh, you mean Queen Cheeslegs?" Discord taunted before yawning. "Well, I'd like to help. But I don't see why I should, no one's ever done anything for me. The last time I tried to be helpful it... didn't go so well."

The reformed unicorn smirked. "What would Fluttershy say if she found out you weren't helping your friends?"

Discord's eyes narrowed! "Don't you dare mention this to Fluttershy!" Reluctantly, he agreed. "Oh, alright, I suppose I do have to do my part. What is it you want?"

"With your help, we might be able to mount a rescue operation!" Starlight explained. "So take us to the hive of the changelings and we'll-"

But the chaos maker didn't wait for Starlight to finish her sentence. He instead snapped his talons and teleported himself, her and the entire group of "characters" with her. They soon reappeared at the edge of a forest as Discord began looking under a rock. "That's weird," He said as his eyes scanned all around. "I meant to take us directly to the kidnapped princesses. But there doesn't seem to be a sign of them anywhere."

Trixie then whimpered as she gestured a hoof. "I think I have a pretty good idea where they might be..."

All eyes turned to an ugly looking castle off in the far distance. It seemed to be riddled with holes and loosely made to resemble an insect's cocoon.

Thorax shook and shuddered with fright. He knew the place all too well. "Oh, I'd hoped never to have to see that place again. Now what?" And that question left the hopeful rescuers in an uncertain predicament. Could they really rescue two kidnapped alicorns all on their own?

Author's Note

At long last I've gotten around to doing this two parter. Part 1 of it is very much the set up for what will happen in part 2, and in order to do so it requires getting all of the established big players out of the way. However, I feel like it was unnecessary to have all the princesses be captured along with Shining Armor and Flurry Heart, as well as the mane six. So I decided to confine it to just Twilight and Flurry Heart, and have the others be busy with other things.

As for replacing Trixie with Sunburst for the visit back to the village, I feel like it carries more weight. Plus, Trixie doesn't seem to particular take Starlight's concerns all that seriously for most of it, even demonstrating why she is incapable of learning from her mistakes since she opts to just forget about them. But I didn't want her to write her out of the story completely given what she does (and Discord does) in part 2.

Princess Luna being Spike's dragonsitter is a long running headcanon credited to yodajax10, with whom I have done many collaborations on the idea. And I have crisx284 to thank for the idea to put Spike into the mix, as well as show how Twilight is captured on-screen.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
~~The Apple's White Lie (Where The Apple Lies - Redo)~~
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S6 E26: To Where and Back Again, Part 2 (What If?)

When last we left Starlight Glimmer, she was facing the seemingly impossible task of mounting a daring (and rag-tag) rescue operation in the changeling hive, more specifically the castle in the center of it all.

And while the unicorn was wondering just how she had gotten into this situation, she began to think and look back on the events that had led up to this point. How she'd found herself in such a position.

Everything had begun relatively innocent enough. While helping Twilight and Spike move some heavy boxes within the castle, Starlight had received a letter. And she told pony and dragon about the letter's contents. "I don't believe it! It's... the ponies from my old village: Cutie Markless. They've invited me to the village's annual Sunset Festival!"

Worried about having to go back to where she would be most be reminded of her dark past, Starlight had been plagued by a nightmare in which the villagers not only didn't welcome her back but proceeded to laugh at her. Fortunately, it was dispelled quickly thanks to the actions of Princess Luna. And that prompted a realization from the unicorn. "This is all just a bad dream."

Yet even after that, Starlight wasn't ready for the reception she received upon traveling back to the village the next day. "I was horrible when I led that village! Being a leader is the last thing I should ever be." And so she returned to Ponyville in an unhappy state.

Unknown to the unicorn mare, her absence enabled a changeling to slip in and capture Twilight within her castle. "You aren't the only princess Chrysalis has set her sights on." Said changeling had taunted.

And that night, Starlight was informed of the development from Princess Luna. "Changelings have attacked the Crystal Empire. We thought we had them contained, but it seems they were just a distraction," The alicorn explained. "You must find out what the changelings have done with Twilight and where they've taken her!" And then she had left to help defend the Crystal Empire from another band of changelings.

However, that was just what Queen Chrysalis (the changeling's evil leader) wanted. "With that baby alicorn in my possession, the ponies will have no choice but to surrender to me!" She had boasted. "Why control only one city when I can control an entire nation?"

Fortunately, Starlight was able to escape and meet up with some trusted friends, including an unexpected surprise in the form of Thorax who now had glistening wings.

And the last ally to join the group included the very master of chaos himself, Discord. After some "convincing" he more or less agreed to help. "I suppose I do have to do my part."

But then the entire group was whisked away to the outskirts of the changeling hive as Thorax declared. "I'd hoped never to have to see that place again."

Everything seemed to be hopeless. But was it really? Starlight didn't know, but ready or not she was about to find out. She had come too far to turn back now!

Discord was puzzled by the fact that his teleportation hadn't brought him (and by extension everyone with him) right into the center of the changeling hive. "Oh, this is so strange. This has never happened before," He muttered to himself without care for who else might hear. "I mean we're here and that's there, and I clearly meant for us to be there and not here. I'm supposed to be the one who makes the impossible possible, not the other way around. Is my magic on the fritz all of a sudden or something?"

Thorax nervously tried to speak up. "Oh, I-I can probably explain. You see, the thing is-"

Discord didn't bother listen to the changeling as he just remarked. "Oh well, as I always say: If it first you don't succeed, just try harder! Throw yourself at the wall hard enough and it will fall!"

"Uh, maybe we should come up with a plan or something first?" Sunburst questioned. "You know, so we know what we're doing and how we're gonna do it?"

Discord spun around, glaring at Sunburst. "A what now? Are you talking back to me? Me?!"

Trixie snorted. "He's not the only one who thinks we should have a plan. You know, figuring out the best way to do something before you actually do it. Even Trixie plans out her shows in advance."

The chaos maker only laughed in reply. "Oh, that's cute and everything, really. You ponies and your plans. Princess Twilight was always big on plans, and look where that got her."

"It's not like she planned to get caught!" Starlight snapped! "And I agree with the others, we need a plan! We can't go rushing in and leave everything up to chance, that's only gonna get us captured as well. And if that happens, there'd be no point to us coming here."

The draconequus smiled. "That's all very nice, but really a waste of time. We have me. And what else could we possibly need?"

Trixie arched an eyebrow upward as she bitterly remarked. "Maybe a draconequus with magic and half a brain might help. Assuming you have a brain in that thick head of yours." She took some satisfaction in hearing Sunburst appear to chuckle in agreement with her.

Discord saw fit to question the magician. "Why are you even here, again? I mean, it's not like you're going to stop the changelings by pulling a rabbit out of a hat," He proceeded to use Trixie's hat to pull himself out of it like he was an actual rabbit. "And... Sunburst is it? I hear you're not exactly big in the magic department either. You're certainly no Starswirl the Bearded."

Sunburst fought back a growl. "I came here to help my friends, Discord. There's more to me than magic."

"Yes, but at least we know my magic can do something. As soon as I figure out why it's not working like it should that is." Discord pointed.

Thorax tried to speak up again. "That's the thing about magic here-"

Discord almost literally rolled his eyes as he interrupted. "Just stand back and let me handle this!" He snapped his talons, transforming himself into a knight with armor and a long spear. And he rode atop a flying pig. "This time I'm going to be the big hero! This is my time to shine!" He proceeded to cry out! "Charge!" Yet as soon as he moved forward, his armor, his spear and the flying pig all left him in the blink of an eye.

Spike then insisted. "You know, I think we should hear what Thorax has been trying to tell us. Sounds it like might be important."

Thorax nodded. "Yes, Spike. Thank you. After all, I don't like to shout," And the changeling explained. "No other magic can work here. Chrysalis' throne is carved from an ancient dark stone that soaks up outside magic the same way changelings soak up love. It's how she keeps the hive safe."

Spike's eyes began to widen as a realization set in. "Wait! No magic besides changeling magic?! Then that means even my fire breath won't be of any use."

"Actually, your fire breath will be fine. But it's not like you could set the hive on fire even if you wanted to," Thorax pointed out. "The entire kingdom is coated in a moss that's almost impossible to burn. Why else do you think we've never been attacked by dragons? Without the moss, there'd be nothing to stop dragons or other creatures with fire from taking over. Even Chrysalis is afraid of fire, or at least any fire besides the kind she conjures up."

"So we've got no magic, no fire, and no way of contacting anypony as soon as we set one hoof into the hive," Sunburst summed up. "Is anyone else starting to think this is a lost cause? We're in way over our heads here!"

Starlight stomped a hoof down! "No! We can't back out now! Chrysalis is going to use Flurry Heart to make all of Equestria surrender and submit to her rule. If we don't stop her and rescue the princesses now, there's no hope for any of Equestria."

"Besides, I'm not abandoning my mom!" Spike snorted! "If it takes everything I've got, I will save her!"

"Have you forgotten that I won't have any magic once we're in there?" Discord pointed out. "Magic is all we really had going for us."

But then Starlight Glimmer got an idea! "Which is why we need to destroy Chrysalis' throne! Without it, we'll all be free to use our magic and she won't stand a chance," She turned to Thorax. "Destroying the throne will restore our own magic, right?"

Thorax nodded. "Yeah, it should. I should be able to get us there, or at least get close."

Discord grumbled and nearly pulled his eyes out. "How are we even supposed to get there in the first place?"

"We can walk, dummy!" Trixie pointed out. "Or is a walking foreign concept to you?"

The chaos maker remarked. "It isn't. But when you're used to just teleporting wherever you want at the snap of a finger, you find walking to be very overrated."

Sunburst only replied. "Well too bad, we're walking! So you can either walk with us or leave, it's your choice."

Reluctantly, Discord agreed to join the others as they hesitantly began their long walk towards the changeling hive. Their rescue operation was about to get underway.

However, before anyone could take a single step, Starlight Glimmer spoke up! "Wait a minute!" And she quickly explained a rather nervous detail that had just come to her attention. "We don't know what it'll be like when we get inside, and we are dealing with changelings," After looking around she declared. "If we get separated for any reason, it might be a good idea to have a way to make sure we are who we say we are."

Discord smiled. "Oh, I get it, like a secret code or password! Great idea!" Then he began proposing ideas while walking back and forth. "We'll need something the changelings would never be able to come up with. How about if I say 'We are' and you all say 'Doomed'? Or you all say 'Rescue' and I say..." But before he could finish his sentence, his goat leg tripped over a rock and he stumbled to the ground.

Trixie smirked as an idea came to the front of her mind. "Trixie has one we'll never forget! How about if we say 'Klutzy' and you say 'draconequus'?"

Starlight smiled. "'Klutzy draconequus'? Works for me."

"Same here." Sunburst nodded in agreement, as did Spike.

And even Thorax offered his support for it. "I'll definitely be to able to remember it," He turned to Discord. "Sorry, looks like you're outvoted."

The draconequus frowned. He didn't like being on the receiving end of a joke. But there was little he could do about it. So he said nothing, he just slightly moaned unhappily.

The small group then made their way in silence through the outskirts of the hive, sneaking across the barren wasteland that was (thankfully) unoccupied.

At last, creeping around two lone changelings keeping watch over a small post, the ponies, dragon, changeling and draconequus all slipped inside through one of the holes. Now they were inside the hive itself, which consisted of nothing but caves, webbing and moss as far as the eye could see. And to make matters worse, the entrance through which they had crawled through sealed itself shut behind them.

"Okay, I am definitely glad you came with us," Trixie whispered to Thorax. "I don't think we'd be able to find our way without you."

"You definitely wouldn't," Thorax pointed out. "The hive shifts and changes just like we do. Entrances and exits change all the time so it's easy to get lost. Even I got lost every now and then, and we changelings are the only ones who can actually navigate it. It's total chaos for any non-changelings trying to find their way."

Discord wasn't so convinced. "Well, it's decent chaos. I don't know if I'd call it 'total'. Your world isn't flipped upside down and covered in chocolate milk rain," As he followed the others through the maze of caves and ever changing holes, he questioned to Starlight. "Are we sure that I'll get my magic back when we destroy this throne thingy?"

Starlight hesitantly replied. "If Thorax is right, then yes."

"And how are we supposed to destroy the throne assuming we find it?" Trixie questioned.

"Good question, actually," Sunburst pointed out as he then asked Starlight. "Got any ideas on how we'll destroy the throne? Anything at all?"

But the reformed unicorn confessed. "I haven't gotten that far yet. I don't even really wanna be in charge, this is mostly just me winging it."

Trixie frowned. "Well that's reassuring," Then she noticed Discord fumbling through her saddlebags and asked him. "And just what do you think you're doing, Discord?"

The chaos maker remarked. "Just checking to see if you brought any throne destroying tools along with these useless sideshow props of yours. Really, why did you bring them along? You think the changelings would be interested in a magic show from some magician they've never heard of?"

"Asks the lord of chaos," Trixie retorted. "Who can't even go for a walk without whining nonstop and making a fool of himself."

"Uh, guys?" Sunburst tried to call out, but he was ignored.

Discord only hissed back at Trixie. "Yes, but at least when the throne is destroyed, I'll be able to rip the very fabric of reality to save our friends, while you'll still be a self-absorbed, below-average illusionist!" He promptly pulled down Trixie's hat to throw it over her face.

The magician didn't take kindly to the chaos maker's insult, for she poked her head up from under her hat and snapped! "Self-absorbed?! You dare mock The Great and Powerful Trixie?! You take that back or Trixie will-"

"-Hey, hey!" Spike bitterly interrupted. "Now's not the time to fight amongst ourselves! We all want the same thing, don't we? This is just like when my friends became The Power Ponies, they had to learn had to work together instead of always fighting with each other. If we fight each other we're finished!"

"Thank you, Spike," Starlight breathed a sigh of relief and then scolded her two fighting friends. "Now will you two please cut it out?! I am just barely keeping it together as it is, and it would be wonderful if you two could help instead of bickering like foals!"

Trixie and Discord both muttered "Sorry" to each other but said nothing more. Starlight Glimmer took that as satisfaction that there would be no further arguments.

But just after the arguing had stopped, Starlight skidded to a halt along with Thorax. Sunburst was afraid of what that probably meant as he asked. "Uh, why did we stop?"

"I... think we're lost." Thorax admitted.

Starlight's eyes widened in horror! "What?! How can you be lost?! I thought you knew your way around this place, Thorax! You were the one I was relying on to get us to the throne! Spike's the only other one who isn't completely useless right now, and even he doesn't know this place."

The changeling sheepishly admitted. "I told you, this place shifts and changes. Even the paths don't stay the same. I'm doing the best I can. It's been a long time since I've been back in the hive, okay?"

Spike moved a claw to comfort the troubled changeling. "Hey, it's okay, no one's blaming you," And he sought to add. "I used to get lost in the castle I live in with Twilight all the time. Seriously, when every hallway looks the same it's a wonder you can ever find your way around. Just trying to find a bathroom or a kitchen is hard, it seems like every other door leads to a broom closet."

As Spike spoke it was possible to notice a faint blush forming on Starlight's cheeks.

Thorax sighed. "Well, that does make me feel a little bit better, I guess. Still, you all trusted me and once again I let everyone down."

"Believe me, I know what that feels like," Starlight sighed in agreement as she hung her head. "This is exactly why I didn't want to ever be a leader again. Trusting you was my big decision and look where it got us. Guess we won't be saving anypony after all."

Trixie grumbled and kicked at the ground with a hoof. "Great, just great. We might as well just sit here and wait for the changelings to soak up all of our love or whatever gross thing it is that they do," She shuddered and nearly gagged before looking to Thorax, hoping to find an answer to a question that had left her quite curious since encountering him just a short while ago. "How often do you all get hungry, anyway?"

Thorax turned his eyes towards Trixie and explained. "Actually, I haven't been hungry since I met Spike. Which is strange because changelings are always hungry. We can never get enough love. Only Chrysalis never seems to get hungry for some reason."

"Wait, so you aren't even a little bit hungry now?" Starlight Glimmer questioned.

Thorax shook his head. "Not that I've noticed. I guess once I made some friends, I just sort of forgot about the whole feeding thing. But I can still feel love."

Starlight then pondered. "Is that about the same time your wings changed?"

The changeling answered. "I... guess so. You don't think that's a coincidence, do you?"

But before anyone else could answer, Discord spoke up after yawning. "While I would love to just sit around chitchatting about feeding and not feeding, I have more important things to worry about," And he loudly proclaimed! "I came here to save a princess or two, and that's just what I'm going to do!" His voice echoed off the walls and seemed to carry through every corridor of the hive's interior.

Sunburst angrily spoke up in a hushed whisper! "Can you please lower your voice?! You're gonna get us all captured, you idiot!"

The draconequus dismissed the comment with a wave of his paw. "Oh, you say that, but I haven't seen an actual changeling since we got into this hive," And he boasted. "I bet when they heard I was coming, they all turned tail and ran back to their queen like a bunch of scaredy cats!"

Suddenly, however, the silence was replaced by the sound of frantic humming and buzzing. It was distant at first but it grew louder by the second!

"Uh, you all hear that, right?" Sunburst whimpered. "Tell me that's not what I think it is."

But Thorax only frantically replied. "It's a changeling patrol! We're doomed!" And he began to hyperventilate as Starlight tried desperately to calm him down.

Discord's earlier bravado and confidence left him as the chaos maker looked to the others. "This seems like one of those moments where we actually need a plan."

"What kind of plan?!" Trixie snapped! "And more importantly, who's had time to think of one?! In case you've forgotten, we don't have any magic, Spike's fire breath is useless and all I've got are my stage props!"

However, as Starlight Glimmer looked to Trixie's saddlebag, she seemed to get an idea. "Actually, Trixie, do you have any smoke bombs by any chance?"

"What do you need those for, Starlight?" Trixie inquired even as she dug into her saddlebag and retrieved the objects.

Starlight grinned. "Just a little 'misdirection'," And then she turned to Thorax and whispered to him. "Now here's what I want you to do."

It took the swarming changeling drones a little bit to zero in on the intruders they'd been alerted to. And that was all the time that was needed to set up a distraction.

Trixie was the only one still at the dead end when the changelings arrived. And she seemed rather confident as she just stood there, declaring with a smirk on her face. "Looking for somepony?" She then threw down a smoke bomb, which she used to cover up the fact that she was apparently teleporting.

"Come back here, intruder!" One of the changelings hissed!

"Catch Trixie if you can!" Trixie taunted as she then threw down another smoke bomb and declared. "Is that you all got?" She repeated the process several more times until she was able to give the swarm the slip.

Unknown to the changelings, it wasn't really Trixie they were chasing. The real Trixie was watching safely from a ledge a ways away.

Even Discord seemed impressed by the distraction and how well it was pulled off. "Not exactly 'Great and Powerful', but it is effective."

The real Trixie smiled. "From you, I'll take it." Then as she spoke the fake Trixie returned to the group.

Nervously, Starlight questioned. "Klutzy?"

And fortunately, the fake Trixie quickly replied. "Draconequus." Sharing a laugh with the real Trixie, Sunburst and even Spike as her disguise was dropped and she was revealed to have been Thorax all along.

Discord was still anything but amused by the password. "Do we still have use to that? I seriously think we need to come up with a better code word." He insisted with a whimper.

"We all agreed and you were the only one who spoke up against it," Sunburst protested. "If it works, it works. Now stop your grumbling. I swear, Flurry Heart whines less than you do and she's only a baby."

Thorax quickly shut down the complaint, instead turning to Starlight Glimmer as he told her. "That was a pretty good plan back there, actually."

Spike smiled and gave Starlight a pat on the back. "I'll say. I never would've thought of that. There might still be some leader material in you after all, Starlight."

"Just lucky, I guess." The unicorn sheepishly declared.

Sunburst then commented. "Well, luck or not, we still don't know where we're going."

However, Starlight spoke up. "Actually, we might. I noticed something when the changelings were chasing after Thorax," And she explained. "I saw two of them break off and not go with the others. And I doubt they knew Thorax was here."

Thorax buzzed his wings a bit as a bright smile formed on his face! "Of course, can't believe I didn't notice that myself! With an intruder in the hive, they went to protect the queen! So we just go where they go and we're sure to find her! Good thinking, Starlight! That's two for two so far."

Sunburst nodded. "I have to say, your plans are working out pretty well. Better than anything any of us could come up with."

Again, Starlight sheepishly shrunk from the spotlight. She was thoroughly convinced it was only a matter of luck that she'd made the right calls.

Regardless of how it had been discovered, a lead was still a lead. So the rag-tag rescue group followed it as best they could, venturing deeper and deeper into the hive. All the while, no one dared to speak a word for fear that they might be overheard.

Eventually, however, another obstacle presented itself to the hopeful rescuers. The way ahead was blocked by several changelings, some of which were even wearing some kind of blue armor around their heads. They all stood at the ready, looking almost like statues if not for the occasional blink or hiss.

"Great, just what we don't need!" Spike whispered as the group peered out from behind the cover of a rock. It was obvious that a diversion or distraction would be needed to get past the changelings standing guard.

"Well, now what? Any bright ideas?" Sunburst whispered as the group turned to discuss their next move.

Starlight firmly declared. "There's only one thing we can do, we'll have to get inside and get past them! And I'm afraid there's only one way we can do that, someone's going to need to be a distraction."

Trixie glumly stated. "Hate to tell you this but... fresh out of smoke bombs. Might have had more if they hadn't all gone off when I was woken up."

Thorax whimpered. "Don't think there's anything I can turn into that'll fool them. I'll freeze up for sure."

"All I've got is my claws and my tail, not much help on the distraction department." Spike admitted.

And Sunburst shrugged his hooves. "I feel like we came woefully unprepared for this."

"Well someone better think of something!" Starlight insisted as her eyes narrowed. "Otherwise, things could get ugly."

Discord reluctantly spoke up. "Normally, I'm the most distracting thing I can think of, but without magic..."

That was enough to give the unicorn with a grayish-purple coat an idea. "You shouldn't underestimate yourself, Discord," A grin began to break out across her face. "I heard about what you did during the last Grand Galloping Gala. Maybe that'll work again."

The chaos maker reluctantly agreed. "Fine, let's just hope this audience actually appreciates my jokes," And he was quick to add. "You owe me big for this!" Then he turned to Trixie and asked. "May I borrow a microphone? I know you have one."

"Knock yourself out." Trixie replied as she hoofed it over to the draconequus.

And so, microphone in hand, Discord stepped out to confront the changelings as he tapped on the microphone. "Hello? Is this thing on?" He asked but received no reply since the microphone was not plugged in. Fortunately, he was a master of improvisation as he merely pretended it was and went on talking. "Hello, changelings and changelettes! That's right, your eyes don't deceive you. Believe me, I was just as surprised as you are that I'm here!"

The changelings gazed at the intruder who'd dared to show himself, wondering just what his plan was. A few of them exchanged curious glances with one another. As a result, they didn't seem to notice as a few other creatures started to sneak towards them.

Discord kept on speaking into the microphone. "When I heard that I'd be playing for a bunch of changelings, I was beside myself! But then I realized, it was just one of you, so I had no reason to get all worked up."

All the changelings could offer in reply were annoyed hisses. But they didn't move an inch.

"But, seriously, this isn't the toughest crowd I've ever been in front of," Discord said with a nervous laugh as he suddenly felt like he was being put under a huge microscope. "But it's definitely the easiest to bug!" Again, he received no feedback aside from hisses and snarls. "'To bug'?" He repeated in hopes of a reply only to again be denied. He lost patience as a result, throwing down the microphone and gritting his teeth as he declared! "Seriously, you guys have the worst sense of humor! Kidnapping a baby isn't my idea of a good joke, it's way too easy. You might as well be taking candy from it. Can't Queen Cheeselegs come up with something more original?!"

That got a reaction all right! One of the changelings shouted! "He insulted our queen! Get him!"

"Uh-oh." Discord commented and than ran away, screaming at the top of his lungs as the changelings all chased after him! Fortunately, this gave his fellow rescuers the opening they needed to slip past the door that the changelings had been guarding.

Peering back out through said door, Trixie could only comment as she watched Discord try to shake off his pursuers. "It is absolutely ridiculous that that worked. For a creature of chaos, he has the worst sense of humor."

"Let's not talk bad about him behind his back," Spike protested. "We'll want him on our side when this is over."

Sunburst nodded. "He took one for the team. Even I can respect that. Seems he finally did something right."

As for Discord, he eventually managed to duck behind a wall as his changeling pursuers flew right by without looking. He wiped the sweat from his brows. "Oh, it's such a pleasure to have such dedicated fans," He said to himself as he began to head back to join the others. "I'll have to remember to come back here with some new material after this little 'rescue operation' is over. After all, no one makes a fool out of me and gets away with it!"

Yet just as the draconequus prepared to leave, he heard a familiar voice softly cry out. "Please, help!"

Discord gasped and raced right to the source of the cry, finding a familiar looking butter yellow coated pegasus mare with a light pink mane staring back at him. "Fluttershy!" He gasped! "I can't believe it! They got you too?!"

"Yes!" Fluttershy confessed as she whimpered. "I saw them take Twilight away, so they grabbed me too so I couldn't warn the others!" She looked down at her hooves that were covered in a sickly green goop, and the same goop covered her wings. "Help me out! I'm stuck!"

Discord smiled. "You certainly are, and I should rescue you," He leaned down to do just that. However, that was when something flashed in his mind as he declared. "But... oh-ho-ho-ho-ho..."

"But what?" Fluttershy sniffled in confusion.

The chaos maker adopted a knowing smile as he smugly and confidently declared. "But you are obviously not Fluttershy! Nice try, but you'll have to do better than that!"

"Oh." The fake Fluttershy commented as she realized she'd been had.

The witty draconequus could only go on bragging. "Do you think I'm that stupid? I wasn't born yesterday, I've been around long before your queen was ever hatched from... whatever ugly place it is she hatched. I mean, honestly, I'm separated from the group and just happen to come across the one pony I care most about? I can smell this setup a mile away," He turned to leave. "If that's the best you changelings can do, you're in a whole lot of trouble."

The fake Fluttershy's sniffles grew louder as she burst into tears and wailed audibly. "No. You're right. There's no way you should trust me. Just go find the others. I understand!"

"Oh come on! Crying?! Your crocodile tears won't fool me!" Discord snarled! Yet as he stepped out of the room he was surprised to find himself surrounded by Fluttershys! "W-what's this?!" He gasped in disbelief as his eyes looked everywhere and saw nothing but Fluttershys for miles.

All of the Fluttershys kept crying and sobbing, sniffling and saying through tears. "I'm the real Fluttershy."

Then the first fake Fluttershy seemed to smile with sadistic glee as she declared. "We're probably all changelings. You shouldn't rescue any of us. Yo should get out of here and get back to your friends. Unless, you think, maybe one of us might be the real Fluttershy after all. Ooh, now that would certainly be a nasty changeling trick to pull, wouldn't it? Can you afford to take the chance you're right, that we didn't get her too?"

"I... I..." Discord stuttered and tried to think of something, anything to say in protest. But nothing would come out as the Fluttershys surrounded him on all sides. Reluctantly, he realized what had happened. "What can I do? You have me."

"We most certainly do." The first fake Fluttershy grinned as the others all began to laugh in unison, delighted with the prospect of capturing the chaos maker.

Starlight Glimmer was waiting anxiously and nervously for Discord as she tapped a hoof to the ground repeatedly and bit her lip. "What's taking him so long?!" She questioned.

Thorax reluctantly spoke up in protest. "We can't wait for Discord any longer. Between seeing him and Trixie, the castle will be crawling with guards soon. We'll never get anywhere if that happens. We have to go, now!"

Starlight protested right back. "But don't you get it? If we do manage to destroy Chrysalis' throne, we'll need him. He could then take on the entire changeling army by sneezing if he wanted to. Besides, we can't just abandon him."

Trixie only grumbled. "He's probably already been captured. And I get the feeling he wouldn't want us to waste time if it were one of us that got captured instead. Sometimes, sacrifices have to be made. Better him than me."

And Spike added. "I don't like it any more than you do, Starlight, but Trixie's right this time. We can't let Discord's sacrifice be for nothing. Let's get going before we get captured too!"

But just then, Discord poked his head in through the door and said in an unusually cheerful tone. "Hello? Fellow rescuers? Sorry to keep you waiting."

"About time you showed up!" Sunburst remarked with narrowed eyes. "What is it with you and dramatic entrances?!"

Thorax added. "Sunburst is right. We can't stay here, we have to find the throne before the guards seal it off!"

Discord spoke up as his smile seemed to grow wider somehow! "Ooh, funny you should mention that! I heard some of the changelings chasing me say that they know where it is!"

Nervously, Sunburst inquired of the chaos maker. "Klutzy...?"

There was a brief period of silence as Discord didn't immediately respond or even wince upon hearing the comment. He just eventually stated in the same cheerful tone. "Oh. Yeah," He briefly chuckled. "I-I can be klutzy. Now follow me, please."

So they did, though Sunburst was quick to whisper the obvious to Starlight. "You know that's not the real Discord, right?"

Starlight nodded and whispered back. "Obviously. But we can't let the changelings know we're onto them."

A short time later, "Discord" led the rescuers right to a pathway that split off into two sections: One went to the left and the other to the right, and both involved passing through long, dark caves. He headed down the leftward path as he insisted to the others. "This way! We're almost there!"

"In a minute, Discord!" Thorax called and then urgently turned to the ponies and dragon accompanying him as he whispered. "I know this trick. It's one of the hive's best ways for dealing with intruders. If he says to go left, we should definitely go right. He's leading us to a swarm waiting to attack! We'll never be able to survive that without getting captured!"

Spike shuddered at the horrible image that conjured up. "Thanks for telling us about it. Let's just head down the other path and blow that impostor's cover."

But Thorax whimpered. "It won't be that easy. Someone will have to spring the impostor's trap. Otherwise, they'll just shift to the other tunnel and come after us! We won't stand a chance!"

Starlight Glimmer gulped. "Great! So now we have to sacrifice another group member! What else could go wrong today?!" And then she insisted. "Well, if that's what it takes, I'll do it. We can't lose you, Thorax."

However, Sunburst protested. "No, Starlight. Let me do it instead. The rest of you just run into the other tunnel and get as far away from here as you can! I'll.. be okay, I promise."

Starlight knew that wouldn't be true and began to hyperventilate a little as she all but cried! "Sunburst, I don't wanna lose you too! And neither do I wanna lose Spike or Trixie! All of you are way more valuable than me, I'm the reason there's an impostor among us to begin with. I should've never made Discord distract the changelings on his own, that was just begging for him to get captured!"

"Hey, fellow rescuers!" The impostor Discord called with his tone of voice not changing in the slightest. "Is everything okay back there? I thought we were on a time limit or something."

"We'll be there in a minute, Discord, promise," Sunburst called and then turned back to Starlight, looking her deep in the eyes. "You can't blame yourself for things that are beyond your control, Starlight. The fact is, I don't have your raw magical power or Trixie's skill with illusions. I also don't have Spike's fire breath and claws, or Discord's ability to warp reality. And Thorax is the only one who knows the hive and what we're up against. Like it or not, I'm the dead weight here. I'm expendable more or less. You aren't."

"Sunburst, don't say such things! Don't write yourself off!" Starlight desperately pleaded even as she saw him head towards the left tunnel! "You were the first friend I ever knew. I already thought I'd never see you again after you left me when we were foals. I don't want that to be the case again! Without you... I don't know what I'll do! I won't be able to control myself!"

Sunburst pulled Starlight close and hugged her tightly. "Starlight, please listen to me," He cleared his throat. "You got us this far when we had no plan and no magic. You don't need magic to figure out what to do next. I know you're afraid, scared even, to be in charge again. But the fact is, you're good at it. You're not the same horrible pony who once ruled with fear. So listen to your best friend, your childhood friend. You can do this! Just believe in yourself the way I believe in you! And whatever happens, don't look back! We'll see each other again, I'm sure of it." He then ended the hug and pulled something out of Trixie's saddlebag.

"Hey, what are you-?!" Trixie began to question.

"Just a little magic trick I always wanted to try," Sunburst declared before he raced into the left tunnel to confront the Discord impostor! He threw a magic handkerchief (colored red) over Discord's lion paw as he boldly declared. "Alright, you, whoever you are: The jig is up! Now tell me where your friends are and what you've done with the real Discord!" As soon as he finished speaking those words he heard the sound of hisses from above. "RUN!" He yelled to the others, all of whom obeyed without question!

Just like Thorax had said, a swarm of changelings was waiting inside the left tunnel as the fake Discord dropped his disguise! "You wanna see Discord so bad?" It taunted at Sunburst. "Well that can be arranged, for a price. Enjoy your last minute of freedom! From this point onward, you and all your pathetic friends are prisoners of the hive!"

"Don't count on it!" Sunburst shouted even as the changelings swarmed over him before he could even think of trying to escape.

Other changelings quickly pursued the other newly designated "enemies of the hive", forcing the group to separate even further: Starlight and Thorax went one way and Spike and Trixie went another.

Unfortunately for Trixie and Spike, they soon found themselves with nowhere to run and the changelings fast closing in on them!

"Well, I guess this is it! Sure was nice knowing you!" Trixie said to Spike as she braced for what seemed like certain capture.

But Spike just said with a glint in his eyes! "You might wanna stand back!" And without explaining himself further he took a deep breath. Fire shot out of him, creating almost a wall of flames to separate himself and Trixie as the changelings that had been pursuing them skidded to a halt. "That's right! You changelings hate fire, and I'm a fire breathing dragon!" Spike insisted. "As long as I can still draw a breath, you'll never catch me or Trixie!"

Meanwhile, Starlight and Thorax were unaware of this development, as they instead silently agreed to split off again, and then made their way even deeper into the hive.

At last, Starlight Glimmer rounded a bend and found herself in a dimly lit room within the hive. Towards the back rested a throne that appeared to have been carved out of a black stone. That had to be the throne Thorax had described! She had found the throne room! Then she looked up towards the ceiling, spotting numerous green cocoons that housed the likes of Discord, Sunburst, Twilight and even Flurry Heart. None of them could move or even speak.

The unicorn steadied herself, preparing to approach the throne in hopes of figuring out the best way to dismantle it.

But the mare had taken only a few steps when she heard an echoy voice cackle with glee, breaking the silence of the throne room. "One little pony all by herself," Nervously, Starlight looked up again and her eyes beheld a most frightening sight! Perched between two cocoons was none other than Queen Chrysalis herself, her head dangling upside down! "Oh dear, how will I ever prevent this daring rescue?" She declared with fake concern, right before several changelings descending and swarmed over Starlight as they bound her hooves to the floor with that sickly green goop.

Chrysalis made her way down to the ground a moment later after her head turned right side up. She smirked as she approached her latest captive. "Well, well, well. The Princess of Friendship's sole pupil. How sloppy of me to overlook you when I was planning my revenge. But be honest, did you really think you could stop me? I guess the princess didn't teach you how clever I can be. Oh well."

"You won't get away with this!" Starlight squirmed as she tried futilely to break free of that which kept her hooves bound to the floor.

Queen Chrysalis could only laugh and taunt. "Why not? You think you scare me? Well you don't! Your little rescue group was all you had. And now, there's just you. You will share your mentor's fate."

Starlight boldly replied. "You talk too much, you know that?" And then she insisted. "I may have failed, but there's still someone out there waiting to take you down! His name is Thorax!"

At that the evil queen coldly hissed. "Don't you dare mention that traitor's name in my presence, in my kingdom! He was a fool to leave and an even bigger fool to come back! If he was smart he would've stayed out and laid low! But now that he's here, it's only a matter of time until I capture him! And when I do he'll learn just what happens to those who betray the hive!"

Starlight whimpered in fright at the comment.

Chrysalis smirked as she saw something be reflected in her eyes with that whimper from the captive unicorn. Her horn began to light up with that sickly green glow as she taunted. "And it seems I won't have to far look, will I..." She quickly fired off a spell on Starlight, prompting a flash of magic that revealed that it was actually Thorax that was standing before the queen! "Thorax?!"

Thorax gulped even as he tried to bravely state. "I'm not afraid of you!"

"Not yet you aren't, traitor!" The queen hissed anew. "But you will be soon enough! You will be a fine example of what happens to those foolish enough to defy me!" However, she then became aware of a loud banging sound coming from behind her. She turned around and happened to see the real Starlight Glimmer frantically pounding away at the throne with a small rock.

Poor Starlight had no time to react before she was pulled away from the throne and brought before the changeling queen. "How very clever of you. I see Thorax tipped you off about my throne," She smirked as she threw the unicorn to the ground. "I very well can't have powerful ponies or creatures using their magic against me. You must think you're clever to have gotten this far, other would-be invaders have been lucky to even get inside."

"Your majesty," A changeling spoke up. "I just received word from the others: We subdued the magician and the dragon. The entire rebellion has been thwarted."

"Excellent!" Chrysalis cackled with fiendish glee and turned her attention to the unicorn before her. "You see, Starlight? Your little group was no match for me! Never was and never will be! And despite your attempts at 'meddling', everything is still going according to plan. Equestria will soon be mine!"

Starlight did the only thing she could think to do given her current situation. She ran despite knowing that there was nowhere to really run to! She still opted to hide, taking shelter in the rotted out stump of an old tree. "Why?" Was all she could bring herself to ask.

The changeling queen blinked in surprise. "'Why' what?"

"Why do this?" The unicorn with a grayish-purple coat questioned. "Is this really just because Twilight thwarted your plans to take over Canterlot years ago?"

Queen Chrysalis coldly hissed and pulled Starlight Glimmer close! "Oh no, that's just the icing on the cake! I really did this so I could feed, of course! Everypony will do as I command, and my subjects and I will feed on their love for generations! I have everything I need to make Equestria mine!" Then she laughed to herself, confident of her victory.

Yet while she ran and hid again (despite knowing she would be found sooner or later), Starlight's moderate persian blue eyes became drawn to Thorax. More specifically to the changeling's wings. Something seemed to click in her mind when she saw them again, remembering what Thorax had told her about when they'd first took on their current appearance. "But what if you didn't have to?"

The mere suggestion enraged the evil queen, causing her to yank Starlight out of her hiding spot! "Ridiculous! The hunger of the changelings can never be satisfied! You know nothing of the changelings or what it takes to be their leader," She proceeded to fling the unicorn hard into a wall as two changeling drones pinned her down. "I am the queen, I alone decide what is best for my subjects and not some mewling little grub like you!"

"What if you're wrong?" The unicorn inquired as she tried (and failed) to stand. "When Thorax escaped the hive and made it to Equestria, your actions made everypony fear him even when he'd done nothing wrong! If other changelings have the help or the courage to escape, what happens to them?! If the Crystal Empire could be hostile, what do you think the rest of Equestria will be like? All you're really doing is making it impossible for your subjects to have a better life. Just look at Thorax, he's better off now than he ever was before because he made friends."

Chrysalis rolled her eyes. "Don't you lecture me! Thorax was too weak and too scared to ever do what was needed, he was a pathetic soldier who always asked questions he didn't need to ask!"

"Is this how you treat your subjects?!" Starlight protested. "How do you know Thorax is the only one who's ever even thought about seeking a better life?" And to the changelings all around her she pleaded. "You don't have to listen to her. Thorax found a way to share love without having to feed on it. Now he's not hungry at all. Wouldn't it be better if you could spend your lives without starving all the time?"

The changeling queen stomped her hooves down. "What do you know about being a leader?!"

Starlight shook her head. "You obviously don't know me at all if that's what you think. I was once like you, Chrysalis," And she explained. "I thought I knew better than anypony, that I alone was fit to rule. But I was wrong. A good leader doesn't rule over their subjects with fear. A real leader doesn't force their subjects to deny who they are! They celebrate what makes them unique and listens when one of them finds a better way!"

"T-that's right!" Thorax stuttered! "Just because you can't feel love doesn't mean you should force the rest of us to live without it. Besides, maybe it's not too late for you. Maybe even a heart as black as yours can find love if you just let it into your heart!"

"Silence!" Chrysalis bellowed as she turned her full fury towards Thorax. "The only thing you've found is what happens to those who dare betray the hive! You will serve as a warning to others!"

"No! Stop!" Starlight Glimmer pleaded! "You're making a mistake!"

Chrysalis only replied by lighting up her horn and pulling Thorax close with that sickly green aura, all the while she began to open her mouth. "It's too late for you, it's too late for anyone!" She coldly explained. "Don't worry, Stalright. I'll let Thorax finish you off, just as soon as I drain every ounce of love he has and show my subjects what a real leader is! None will ever dare to defy me again!"

Sure enough, even as Thorax whimpered, groaned and struggled valiantly against Chrysalis, he wasn't able to stop a bright glow from seeping out of his body. "I... I can feel the love slipping away! I'm so close to its source, Flurry Heart's giving off more love than I've ever felt before! But I can't hold onto it!"

It was then that Starlight got an idea. "Then maybe it's you stopped holding back! Sharing is love what made you different to begin with, Thorax. If Chrysalis wants that love, let her have it, all of it! Share that love with her and give her a taste of her own medicine!"

So Thorax did, the light escaping from him glowing brighter by the second!

Chrysalis suddenly found herself overwhelmed! "It's too much!" She screamed right before she was flung backwards, crashing into her throne as it began to crack! "No," She weakly groaned as she tried to flap her wings, only to find that they had been robbed of lift. "This... can't... be..."

Suddenly, Thorax was enveloped in a cocoon of bright light. There was a sudden flash! And when it had faded, Thorax descended to the ground looking quite different. His body consisted mostly of a light lime green color, except for hints of orange around his chest (which was also the color of two big antlers on his head). On his back was a dark purple shell like object with traces of dark green underneath it, and to either side of him extended butterfly like wings a moderate blue violet in color. Around his neck hung a series of white, crystal like objects.

Starlight took advantage of the opportunity (and of her captors' momentary befudulment) to rise to her hooves. She trotted up to the transformed changeling as she nervously questioned him. "Thorax, is that you?"

Thorax stared at himself, his now moderate rose eyes taking in every inch of his new form in all its multi-color detail as a very light turquoise glow emanated from his antlers. "I... think so," Then he commented. "This is definitely gonna take some getting used to. But I like it. I feel so alive!"

Smiling, the unicorn turned to the other changelings while she gestured to Thorax and said. "Do you see now? This is what happens when you give love freely instead of taking it! Show Chrysalis what the changelings are really capable of!"

And so the changelings did, unleashing a massive wave of bright glowing magic as they transformed into varying shades of green, bluish-green and orange all the while their surrounding environment began to transform as well. It became much brighter and full of color, as well as filling up with fresh vegetation and plants.

Chrysalis had no time to react as the unleashing of love created an explosion that rocked the entire hive, shattering her throne completely!

With the changelings having more or less "changed" it wasn't long before all their previously cocooned "victims" were set free. Every member of Starlight's rescue group, including Sunburst (who she was greatly relieved to see again). And even the captive alicorn princesses: Flurry Heart and Twilight Sparkle.

Twilight quickly shook the cobwebs from her mind just as Spike happily ran up and embraced her in a hug! "Good to see you again, Spike!" She smiled. "I'm so happy you and Starlight came to rescue me."

"Oh, I'm just glad you're okay, Mom!" Spike happily exclaimed with tears in his eyes! "I thought I'd never see you again!"

Twilight lightly stroked Spike's scales to calm him down. "Well, thanks to Starlight that's no longer the case," She then trotted over to Starlight (meanwhile, Flurry Heart was fluttering over to Sunburst who happily reached out a hoof and pulled her close to him). "You've come a long way, Starlight. I didn't expect to be taken prisoner, but I guess it's a good thing you came back to Ponyville when you did."

Starlight Glimmer smiled somewhat nervously. "Y-yeah, I guess it is. And it looks like the changelings aren't going to be a threat anymore. I think Equestria just might have gained itself another ally. What do you think, Thorax?" She asked the changeling.

Thorax adopted a confused look for a moment. "Oh! I-I guess I'm the leader now..." He looked to the other changelings. "You're all okay with that, right? I suppose I could be a king... or, whatever." The changelings nodded back to him in agreement.

Meanwhile, Spike was pondering. "What about Chrysalis?" And he looked to Twilight with a nervous glance. "Think we've seen the last of her? That was a pretty big explosion."

The young alicorn could only shake her head and sigh. "She's survived worse, unfortunately. I doubt that blast was enough to do her in. I have a feeling she'll be back."

As if to prove Twilight's point, some rubble at the edge of a cliff began to stir. And from it emerged Chrysalis, slightly battered but otherwise unharmed! "Fools! You thought that would be enough to destroy me?!" She hissed! "I'm still alive!" But her defiant attitude didn't last long when she saw all the changelings had now turned on her, to say nothing of a very angry looking alicorn princess with her horn charged and at the ready. And that didn't even begin to account for the powerful unicorns or the presence of Discord, the lord of chaos now looking to get some payback.

"It's over for you, Chrysalis," Twilight declared to the defeated, now ex-queen. "Now the question is, how hard are you gonna make this for yourself? I suggest you come quietly, but one way or another you will be coming back to Equestria with me!"

"Never!" Chrysalis defiantly hissed! "I'll never go back with the likes of you!"

Twilight simply sighed. "I hate when I'm right. I had a feeling you wouldn't cooperate," She began to approach the former queen. "I guess some creatures just never learn."

Discord began to rub his paws together. "I am so gonna enjoy this!"

But Starlight shouted! "Wait!" And desperately lit up her horn! She then turned to Twilight and pleaded with her mentor. "Please, just give me a chance to talk to Chrysalis. I've been where she's been, and I think I know how to reach her."

"Well, I don't know..." Twilight began.

Starlight insisted to the alicorn. "Just one chance. If I'm wrong, you can drag her all the way back to Equestria kicking and screaming if you have to," Then she added. "You gave me a chance, the least you can do is let me give Chrysalis the same chance."

Twilight took one look at her student's eyes and could see the determination reflected in them. So she turned back to Chrysalis and told the changeling. "Consider this your lucky day, Chrysalis. My student is going to talk to you. And I'd listen very carefully to what she has to say," Then she warned. "And if you harm her in any way, I will make you regret it."

Satisfied that her request had been granted, the reformed unicorn approached Chrysalis and somberly stated. "When Twilight and her friends defeated me, I chose to run away and seek revenge! But you don't have to, it's not too late for you to escape my fate!" She pleaded before offering her hoof. "Please, take my hoof. Let me show you a better way. And this way, you can become the leader you were meant to be. The leader your subjects deserve rather than the one they may need right now."

Chrysalis looked back to Starlight Glimmer and then down at the ground. She briefly seemed to consider the unicorn's offer as she brought her hoof close. But as she did so she could see what had become of the changelings, and seeing their brightly colored state of appearance caused a frown on to form on her face. She then swatted Starlight's hoof away. "As if I'd let myself become like those hideous lifeforms! Why would I give up the only thing that makes me unique just because you say I can do better?"

"What?! No, that's not true at all!" Starlight protested. "Besides, isn't it what's on the inside and not the outside that counts most?! Isn't that better than letting yourself be consumed by hatred and revenge?!"

Chrysalis rolled her eyes. "You came here and poisoned the minds of my subjects, turning them against me! What good are your promises?!" Then she vowed. "Mark my words: There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer! You and Princess Twilight will pay dearly for your interference in my affairs!"

"No! Please, you're making a mistake!" Starlight desperately pleaded, only to be knocked back by a strong blast of sickly green magic from Chrysalis' horn!

"Starlight!" Twilight gasped and immediately rushed to her student's side to make sure she was okay!

Chrysalis, meanwhile, took advantage of the confusion to sink through the ground in a circle of sickly green flames. "So long, suckers!" And in the blink of an eye she vanished!

Discord tried to follow suit, snapping his talons and disappearing in a flash. But he returned shortly, looking quite exhausted. "It's no good! She's moving too fast! I can't keep up with her!"

"Then... she got away?!" Spike slowly realized in horror! "Man, that is one slippery bug."

Starlight began to look down at the ground in shame. "Why didn't she listen? I know I could've helped her."

"Not everyone can be saved or wants to be saved," Twilight informed her student. "It seems Chrysalis is too set in her ways to consider changing. But I doubt she'll try anything again anytime soon, not with Discord still wanting to get his revenge."

Thorax then spoke up. "If she ever comes near the hive again, I'll let you know. For now though," He blushed. "Uh, could you maybe consider leaving? It's gonna take a long time for us all to adjust to what's happened here."

Discord smiled. "A splendid idea if you ask me!" And then he eagerly proclaimed! "Now, how's about the rest of us head back to Ponyville?! I could really go for some celebratory tea at Fluttershy's!"

However, Starlight eyed the chaos maker and told him. "Actually, now that you've got your powers back and can send us wherever you like, could you maybe make two trips? One to the Crystal Empire to drop off Flurry Heart."

"And what about the other one?" Discord questioned.

The reformed unicorn smiled. "I have an idea in mind, if you're up for it."

Things were going quite well in Cutie Markless. Despite Starlight and Sunburst's abrupt exit the day before, everypony in the village was enjoying themselves enormously.

Suddenly, however, all were surprised to see not just Starlight Glimmer but also a bunch of other ponies (and even a baby dragon) in their midst. And also a creature the likes of which they'd never seen before.

Party Favor was the first to find the words and the courage to speak up. "Oh uh, hey, Starlight," He blinked in surprise. "What are you doing back here?"

Double Diamond spoke up. "You left in such a hurry before, we kinda thought you didn't wanna come. Did you change your mind?"

"You could say that," Starlight nodded before she explained. "I'm sorry about the way I acted yesterday. I know it must've seemed rude and concerning. But the thing is, I wasn't ready to be a leader again. Especially not for you ponies."

Night Glider blushed. "Yeah, sorry about that. We may have gone a tiny bit overboard. But we were just so happy to see you again."

"We hadn't heard from you in ages," Sugar Belle explained to her fellow unicorn. "We'd only heard occasional stories abut you. We wanted to show you how far we've come as a village since you left. And we really did need some extra hooves for some of our festival's activities."

"Yeah, I realize that now," Starlight acknowledged as she looked to her friends that had come with her. "I was afraid I might go back to being the pony I used to be if I was put in charge of anything again. I didn't realize I was still haunted by my past. But a recent experience has helped me to realize that I have changed. And sometimes, we have no choice but to step up and be a leader," She then offered. "So, I can still help out a little... if you want me to."

Double Diamond smiled, pulling Starlight close. "Of course we do, Starlight. After all, if it wasn't for you none of us would've ever met each other in the first place. So even at your worst, you did do something good."

The reformed unicorn smiled right back. "Yeah, I guess so. Life works in mysterious ways sometimes," And she chuckled. "By the way, I know it's sudden but I brought a couple of friends along. You already know Sunburst and Princess Twilight, but there's also Spike," She pointed to the baby dragon, and then to the hat and cape wearing unicorn beside her. "Trixie," And then she gestured to the mismatched creature standing taller than everyone else. "And Discord. I hope you'll get to know them like I've known them. Discord especially."

"Well, we might have to make some adjustments to handle the larger crowd." Party Favor spoke up.

Night Glider added. "But with you helping us out, Starlight, we can do it!"

"Good," Starlight happily sighed before asking. "Now where's the baking contest? This pony needs a cupcake right now!"

And as Starlight Glimmer trotted off, Spike looked to Twilight as he noticed the alicorn had tears in her eyes. "Are you okay, Twilight?" He asked her.

Twilight Sparkle nodded. "Yes, Spike. These are happy tears. Starlight has truly come a long way from the pony she once was. I don't think she's a mere student of friendship anymore. After all she's done, she has learned just as much about as I have."

"So, what does that mean for her studies?" Spike questioned with concern.

"That's a discussion for another time and place, Spike," Twilight replied. "For now, let's just let her enjoy herself. She's earned this victory."

Author's Note

Yet again, I'm still open to suggestions on how to improve the "Previously On" recap in written format. I know I keep posting it, but I'm still always open to any feedback or suggestions since such a thing is hard to write.

I know I kept the changelings' new colors after they start sharing love, even though I personally think they didn't have to do that. But the redesigned hive does take the edge off the designs. I chose to have Thorax become king willingly, whereas in the original two parter he was more or less bestowed the title of leader by Princess Celestia without any of the other changelings being asked if that's what they wanted.

I knew I would have to change up some things by including Sunburst and Spike in the mix, though really the only big problems in the second part aside from the changelings' redesign is that it's never explained why the impostor Discord's trap must be sprung if they know it's there, and Chrysalis just escapes after rejecting Starlight's offer for redemption while all these powerful characters just stand there and let it happen. So I wanted to give them more weight and explain why they happen the way they do.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
~~The Apple's White Lie (Where The Apple Lies - Redo)~~
~~To Where and Back Again, Parts 1 and 2~~
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)

S8 E7: Horse Play (What If?) (Bonus Chapter)

Author's Note

Given that I already had Twilight Sparkle learn her lesson about not idolizing Princess Celestia back in my two part rewrite of "A Royal Problem", I knew I would have to redo this episode eventually to focus on something else.

Longtime ideas pitcher and indirect series contributor Comickook proposed the idea of this bonus chapter, of Discord giving Fluttershy Princess Celestia's powers and making that the focus of the episode. So I decided to go with the idea here, and since I indirectly incorporated some of "What Lies Beneath" into "A Trivial Pursuit" (which would thus be set during Season 8) as well as officially working some of it into my rewrite of "School Raze", I have technically rewritten all of Season 8 now (just need a replacement for "What Lies Beneath" to make it official).

The original episode is pretty good, largely for the lesson Twilight learns and for its focus on Princess Celestia as a character. But there are still problems with Twilight making a rash decision without informing her friends, or Spike getting thrown to the wolves to stall for time when any of the mane six besides Twilight could've done it. And those are things I wanted to try and resolve in this rewrite.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
~~The Apple's White Lie (Where The Apple Lies - Redo)~~
~~To Where and Back Again, Parts 1 and 2~~
~~Horse Play (Bonus Chapter)~~
Trixie's Last Stand (A Horse Shoe-In)

S8 E7: Horse Play (What If?) (Bonus Chapter)

Princess Celestia had come to expect many things over her long life. But Twilight and Spike showing up at the castle in Canterlot with a gift basket wasn't one of them. Still, it was a welcome surprise and so she greeted the gift and its delivers warmly. "Oh my," She declared as she used her magic to pick up the gift basket. "To what do I owe the occasion? It's not my birthday, is it?"

Twilight smiled even as she shook her head. "Nope. But it is an important anniversary for you," And she happily explained. "I had an idea on something I could do for your ones-versary, even if I'm not your student anymore."

The sun princess adopted a bit of a confused look. "My 'ones-versary'?"

Twilight explained. "Yup. The one-thousand, one-hundred, eleventh year anniversary of when you first raised the sun," And in a somewhat cheeky tone of voice she added. "If it makes you feel any better, you don't look a day over five hundred. I'm practically in diapers compared to you."

"Oh come on now, you know I'm not that old," Princess Celestia chortled right back. "Still, I'm flattered you remembered. Even I had forgotten about such an anniversary."

Spike added. "It's a good thing Pinkie Pie told us about it, or we would've forgotten too. It was her idea to bring you this gift basket."

The alicorn with a majestic white coat inquired. "What did you have in mind for a celebration?"

"Trust me, you'll like it a lot!" Twilight declared and proudly proclaimed to her former mentor now alicorn equal. "To commemorate your first sunrise, I've written a play all about it. We'd like to perform it at my School of Friendship with my students, if you don't mind that is."

Princess Celestia stood up and giggled happily as she exclaimed not unlike an excited school filly! "Mind? Oh! Of course not! Oh! I think a play is a fantastic idea!" And she started prancing around the throne room without care for who might see her.

Spike blinked in surprise, he was not used to seeing the princess in such a happy state. "Did you just... prance?" He asked her.

Celestia blushed ever so faintly. "Oh, I hope none of the guards saw that," And she recovered. "Forgive me for getting so excited back there. It's just, when I was a filly, my friends often put on plays for me," She recalled. "I always wanted to stay and watch, and sometimes I could if my parents or Starswirl the Bearded didn't find out," The alicorn fondly added. "It was so wonderful. Everypony coming together to create a magical experience to share with others. I've always believed theater brings out the best in us and forges a special bond of friendship. I feel like the theater would've been my calling in life if I hadn't been born into the royal family."

Twilight gasped! "I didn't know you used to be an actress!"

The sun princess shook her head. "Oh no, not me. I tried it once in my spare time and it didn't pan out well. I never could find the time to take lessons, even though I wished I could be part of the experience."

"But don't you have to put on an act when you're meeting with delegates and important leaders?" Spike asked the alicorn.

"There's a difference between acting for the sake of politics and acting in the theater for a play," Princess Celestia told Spike. "One involves hiding one's true emotions to avoid trouble, the other involves intentionally exaggerating your emotions as required for the performance."

The young alicorn looked at the princess as she questioned. "I take it that means you don't want to be an actress for our play? We'd be honored to have you, and I'm sure we could find the time to give you a few lessons. Besides, your acting can't be any worse than the students', they've never acted before in their lives."

Again, Celestia shook her head. "As much as I'm flattered by the offer, I must decline. We both know what happened the last time you tried to do something for me, Twilight. And we both agreed to be honest with each other from that point forward," She unhappily sighed for a brief moment. "Therefore I must be honest with you. I don't believe I could be a good or even decent actress for your play. The audience might expect subpar acting from your students, but I would stick out like a chocolate bar at a swimming pool and be held to much higher standards."

"I see," Twilight briefly frowned, before she perked right back up. "Well still, you could at least come down to give tips to whoever ends up playing you. You know, so their acting will be more convincing."

The alicorn with a majestic white coat warmly smiled. "That sounds much better, Twilight. I'd be honored. After all, I always do seem to be good at giving advice and directions to others." Yet she couldn't have anticipated the unique challenge that was going to occur this time. An unforeseen circumstance was going to require her expertise in a way that no one could've anticipated. But it would be necessary to ensure the play's success.

With Princess Celestia onboard for the play (albeit in a non-acting role), there was nothing left for Twilight and Spike to do but to head back to Ponyville. A stage had been set up not far from the School of Friendship alongside several rows of stadium like seats in a circular fashion.

Most of the set-up work was already finished. The background had been painted and set-up, costumes had been developed for the cast and all of Twilight's friends were carrying out their assigned roles as best they could.

Pinkie Pie descended from above with an umbrella, tucking it away after a brief shower of confetti. "Confetti is ready! Woo-hoo!"

Applejack wasn't anywhere near as excited as Pinkie Pie, largely because of where the confetti had landed. And she scolded her fellow earth pony. "Wormy apple cores, Pinkie! How many times have I told you to keep your special effects away from my sets?!"

"Sorry," Pinkie apologized. "Still, that's only the three hundred twenty-eighth time you've had to tell me that. Last time you said it took more than five hundred," She then grinned. "Besides, I took over creating the fake sun for you."

"I appreciate that," Applejack declared as she adjusted her hat. "But please don't go overboard like you usually do. This ain't a Bridleway performance, it's only a couple o' pals gettin' together to put on a ones-versary play. Just gotta keep it simple."

Meanwhile, Starlight was approaching Fluttershy as she commented in amazement. "I can't believe you've memorized your lines already, Fluttershy. Are you sure you've never acted professionally before?"

Fluttershy shook her head. "Of course not," And she explained. "Memorizing your lines is simple. The real challenge is getting past terrifying, paralyzing stage fright," She very briefly froze as her eyes appeared to shrink a bit.

"I see," Starlight Glimmer reluctantly commented. "Well, I guess I'll take Twilight's word for it when she says you played Princess Celestia once before."

The animal loving pegasus blushed. "It's a long story. I just hope Princess Celestia doesn't mind. We were going to have Ocellus do it, but she's already cast as Starswirl the Bearded."

Sandbar could be heard grumbling in the distance. "It's not fair! Why does she get to have such an important role?! I could totally pull off Starswirl the Bearded, I even dressed up as him for Nightmare Night last year!"

Rainbow Dash flew over and explained. "We've been over this, Sandbar. Ocellus is playing Starswirl because we couldn't get the actual Starswirl to come here and play himself. So having a changeling morph into him is the next best thing."

Gallus, meanwhile, was commenting on his "unicorn sorcerer" costume that consisted of a simple gown and a cardboard tube tied to his head that was painted to look like a horn. "I look ridiculous! Can't believe I agreed to this just to get some extra credit at school."

Silverstream excitedly chirped while prancing in her her own costume! "This is so exciting! I've never been in a play before! In fact, I've never even seen a play before! Ooh, I wish Mom and Dad were here to see this!"

But all Smolder could think about was the way her costume felt. She kept moving her claws in a clumsy fashion, trying to reach her scales through the fabric. "Why is this costume so itchy?!" She grumbled. "And it's not very aero-dynamic either, I'm getting a wing cramp."

Rarity came trotting over a moment later, wearing her ruby red sewing glasses and having a measuring tape hanging around her neck. "Perhaps I can still make a few adjustments. But these costumes were the best I could do on short notice," She then added. "I do hope Princess Celestia appreciates the tribute that this play is."

Just then, Twilight and Spike approached the stage with smiles on their faces. Everything seemed to be coming along quite nicely. "Wonderful news, everyone!" Twilight excitedly declared despite sounding out of breath. "Princess Celestia not only gave her blessings for this play, but she's coming down to watch it. In fact, she's going to be giving our fake Princess Celestia some tips."

Spike was quick to point out. "Twilight wanted Princess Celestia to star as herself, but Princess Celestia wisely said no. Apparently, she doesn't think she's an actress even though she's always loved plays."

"Well, that's good," Starlight declared with a sigh of relief. "Having a princess as our star would be a lot of unwanted attention. And having to act alongside her would... overwhelming."

Applejack was quick to point out what she thought was a contradiction. "Come on, now. We've met Princess Celestia before. Plenty of times, in fact. Why would havin' her in our play be any different?"

The unicorn nervously explained to the farm pony. "Because all those other occasions were formal, short visits at most. You know: Galas, world-saving celebrations, that kind of thing. But imagine doing sweaty warm-ups with a princess, blowing your nose in front of a princess," She briefly blew her own nose to emphasize the point. "Or sitting around just... talking with a princess."

The alicorn turned headmare responded to that statement by saying. "I'm a princess, you talk to me. And I know you've talked to Princess Luna and Princess Cadence before."

"Y-yeah, but... well..." Starlight tried to explain. "Talking to you isn't the same as talking to Princess Celestia. She's a princess on an entirely different level if you know what I mean."

Twilight frowned. "Hey! How's about a little respect for your former teacher?"

The reformed unicorn's cheeks turned a bright shade of pink from embarrassment. "Sorry," And she quickly corrected herself. "Still, even if Princess Celestia isn't going to be in our play, having her come down to give advice is going to be a lot different from how we usually see her."

"She's just a pony like everypony else," The young alicorn pointed out. "I used to look up to her more than I looked up to anypony else, even Starswirl the Bearded. But ever since the swapped cutie marks incident, I've come to learn that it's not good to put ponies on a pedestal. When Princess Celestia comes here she's not going to be the ruler of our land, she's just going to be a pony offering advice."

"I... guess that makes sense," Starlight Glimmer commented and then nervously chuckled. "Wow, didn't think I'd be the one getting performance anxiety."

Twilight nodded before adding. "Well, I think what Celestia really wants to experience the special friendship that theater ponies have. To give her that, you all just need to be yourselves as best you can," And she then declared. "Now come on! It'll be a little bit before she gets here, let's start on the rehearsals and make sure everyone else knows their parts. We can worry about our Princess Celestia later."

A short time later, Twilight and Spike were watching comfortably from their assigned director's seats as rehearsal officially commenced.

Spike took the liberty of barking out orders from a red megaphone. "Okay! Places, everypony! Let's start rehearsing 'A New Day in Equestria'," When he heard Twilight clear her throat he quickly added. "Directed, written, and produced by Twilight Sparkle."

Twilight then shouted. "Page one, act one, scene one. Take one, and... Action!"

Red curtains that had been drawn across the stage parted. Out stepped Fluttershy who wore a costume that loosely resembled Princess Celestia's appearance: Even down to her flowing mane and tail and the tiara she was always seen wearing on her head. Despite this, she spoke as if she wasn't dressed as a character at all. "Long ago, in a time before alicorns were known, the new kingdom of Equestria was suffering terrible hardship. Raising the sun every morning was so hard that it took five great sorcerers plus Starswirl the Bearded to do it."

Sandbar, Smolder, Gallus, Silverstream and Yona all came trotting out onto the stage in their "sorceress" uniforms and took their assigned places. But Ocellus had forgotten to transform into Starswirl. She only realized her mistake when the spotlight started to shine on her. "O-oh! Sorry!" She profusely apologized and hastily transformed into the wizard himself, before trotting out to join the other students. She still spoke with her usual voice as she apologized again. "Sorry, Headmare!"

"It's okay, it's okay," Twilight sought to reassure the transformed changeling. "This is only a rehearsal," And she then instructed. "Proceed as planned."

Fluttershy continued to narrate as a lever was pulled and from a trap door emerged a huge wooden ball. It was painted a bright yellow and covered with lights. And as it rose up, the students all shut their eyes as they tried to appear to be deep in concentration. "And every day, the unicorns helping Starswirl out would use up so much magic that they lost their powers forever."

All but Ocellus fell to the stage floor and lay flat as the fake sun was lowered. Or at least, all but Silverstream lay flat since she instead kept her eyes open and stuck out her tongue.

Fluttershy had to pause in her narration to tell the excited hippogriff. "You have to look drained, Silverstream, not defeated."

"Aren't those the same thing?" Silverstream wondered even as she corrected herself. "This feels so silly."

Yona remarked. "Yona not like having small part. Yona wanted bigger role! Yona be good pony sorcerer or pony princess."

"Yona!" Sandbar whispered in a hushed tone as he broke character! "We're not supposed to talk, remember? We don't say anything!" And then he apologized. "Sorry about that, Headmare."

"Just keep going," Twilight instructed even as her left eye started to twitch a bit. She then looked to Spike. "This ain't going so great. Guess we should've started rehearsal sooner."

Meanwhile, Fluttershy continued to provide the opening narration. "Things looked bleak. Soon, Equestria would lose all its magic users! Then the land would be covered in darkness for eternity!" She then hastily ran back behind the stage even as she kept speaking. "But then, one of Starswirl's students named Celestia discovered she had the power to raise the sun all by herself without draining her magic! Which of course... is me... because... this is my story. Yes, I am Princess Celestia."

"I thought I told you to remind me to recast the narrator to somepony else!" Twilight turned to Spike with a groan.

"When would we have found time to do that?" Spike wondered aloud and put a claw to his forehead. "Never mind, we'll fix that after this rehearsal," And then he shouted to Fluttershy! "Just get into character and say your line. Then we raise the sun and we're done!"

The dressed up pegasus mare somewhat nervously replied. "O-oh, right," She trotted back onto the stage and said in a soft tone of voice. "It is time for a new day in Equestria."

"Louder!" Twilight insisted! "We don't have microphones, the audience needs to be able to hear you."

The pegasus mare realized her mistake and though still nervous she managed to speak up a bit more audibly. "It is time for a new day in Equestria."

The young alicorn somewhat smiled. "Better, but could be a little more convincing. We'll work on that later," Then she noticed something that hadn't occurred despite Fluttershy speaking her designated line. "That's the cue for the fake sun!" She shouted.

"Sorry," The voice of Pinkie Pie could be heard apologizing from afar. "The lever got stuck, but I think it's fixed now."

The fake sun suddenly rose up from its trap door, catching Fluttershy off guard as she realized she'd been standing too close to it! She let out a strangled eep as she dove out of the way just before she would've been hit by it!

"And... cut!" Spike declared and not a moment too soon.

"Goodness!" A familiar voice suddenly spoke up, catching the attention of everyone. "I didn't think things were nearly this bad. You most certainly could use my help." And who should be seen standing behind Twilight and Spike but Princess Celestia herself in all her glory?

Twilight Sparkle gulped and looked so ashamed! "Uh... h-how much of that did you actually see?" She questioned, hoping maybe for a small miracle.

Alas, there wasn't one as the sun princess seemed to smirk. "Enough to see that there's a lot that needs to be improved. But don't worry, I've seen worse. Things are nowhere near as bad as they could be," She then winked. "Let me just see what I can do."

Twilight could only bow to Celestia despite knowing she no longer needed to do so. "By all means, we'd be honored to have your help," Under her breath she added. "Faust knows we need it."

With permission having more or less been granted to her, the alicorn with a majestic white coat strolled onto the stage and made her presence known to all. "I'm all highly flattered you would put on a play based on my life, or at least part of it," She spoke in that warm and gentle tone for which she was always so famously known for. "But even by school play standards, you need help."

"Obviously," Starlight Glimmer blushed as she seemed to shrink from the sun princess' gaze. "I guess that's what we get for waiting so long to do rehearsal. This was originally just an after school project until Pinkie Pie mentioned your ones-versary."

Pinkie Pie bounced over. "Hey, I make it a habit to remember every important milestone! Every day has something worth celebrating!"

And the sun princess gave a smile as warm as the sun itself. "I'm flattered you remember and wanted to do something special to commemorate it. It's hard to remember a time before Luna and I had our royal duties."

"Wait, you mean you didn't take over ruling Equestria just because you could raise the sun and moon all by yourselves?" Starlight pondered. "That's what they always taught us in school."

Celestia chuckled. "Luna and I were quite young when we discovered our talents. You very well couldn't expect children to run a kingdom now could you?" She then trotted over. "This play may not be as important as a meeting with delegates or some ancient evil trying to take over Equestria, but it means a lot to me as I'm sure it does to all of you."

Ocellus excitedly fluttered her little wings as she approached the princess. "Thorax always talks about how nice you are when you have your talks. I never imagined I'd get to meet you in pony!"

Princess Celestia shook Ocellus' hoof even while she grinned. "Now now, I'm not here to sign autographs or anything like that. I am here to help you all make this play the best I can be," She then turned to Fluttershy. "I understand that you will be playing me, Fluttershy. I think you're an excellent fit for the role, you are much like me: Calm, gentle and caring to others."

"You were watching me?!" Fluttershy gasped! "Oh goodness! I must've made you look so bad with that performance!" And she apologized. "I thought I'd gotten over my stage fright, but maybe I didn't conquer it fully. I'm used to singing with others, I've never actually starred in a play just speaking."

Celestia simply smiled. "It's alright, I can give you some pointers. We'll run through your lines and I'll help you become more like me. By the time the play's ready, you'll be a natural."

Having since gained some confidence, Starlight Glimmer used her magic to float over a small script as she informed the alicorn. "Here's everything Fluttershy's going to say when she's you."

And Applejack tipped her hat as she promised. "You let the rest of us sort out the other problems. We'll get the students into actin' shape by the time you're done."

"Splendid!" The alicorn with a majestic white coat declared. "You all do your part and I'll do mine. And together, we'll make this the best school slash ones-versary play ever!" The last line was delivered with a bit of an echo.

Rarity (who had been nearby, working on the costumes) looked up from her sewing machine and questioned. "Was that your 'Royal Canterlot Voice' princess?"

A faint trace of red appeared on the cheeks of the alicorn as she still managed to somewhat normally respond. "Well, Luna had to get it from somewhere, didn't she? Sometimes it still slips out." Then she motioned for Fluttershy to follow her, and the pegasus mare did so without hesitation.

Soon, princess and pegasus had headed out to a lonely hill far from the stage. They could only barely see it and most certainly couldn't hear what might be going on or behind it.

This was the perfect environment for character rehearsal. A place free from distractions or anything that could make a pony worry.

"Okay, Fluttershy," Princess Celestia smiled as she briefly looked over the script. "Let's start from the beginning of your new role. You're not the narrator anymore, that will be given to somepony else."

"Who?" Fluttershy wondered.

"I'm sure the others will sort that out for us," Celestia explained. "If you'd like, I can fill in for the narrator for you if it will help."

The pegasus mare with a butter yellow coat shook her head from side to side. "No, no, no. That shouldn't be necessary, princess. I... think I can manage. I already have the narration memorized."

The sun princess nodded and smiled. "Okay then. Are you ready to begin?"

The pegasus mare forced a smile while declaring quite boldly. "As ready as I'll ever be, I guess," She cleared her throat and stood up. "It is time for a new day in Equestria."

"Not bad, but you could stand to put a little more effort into it," Princess Celestia instructed. "And a little more emotion, too."

Fluttershy questioned the request. "I thought you said you weren't an actress, Princess Celestia."

Smiling even brighter, Celestia calmly explained. "Indeed I'm not. But whenever I did have free time in my youth, the theater was my favorite place to hang out. Even just watching plays, I picked up a thing or two on what makes a good actor or actress. And behind every good performance is emotion. An actor or actress must sell the audience on what their character is feeling."

"I guess that makes sense," The pegasus agreed. "But what I am supposed to be feeling when I'm playing you, Princess Celestia? How did you feel when you first raised the sun?"

The alicorn fondly recalled. "Words can't really describe it. It was a truly exhilarating experience, especially when Starswirl the Bearded realized I hadn't lost my magic," She then put a hoof to her chin. "Why don't you try visualizing this with me?" Shutting her eyes (and motioning for Fluttershy to do the same), she began to speak in a gentle and relaxed tone of voice. "You're a princess. Regal. Commanding. Confident. Feel the rising sun's warmth. Equestria needs you."

"I... I feel..." Fluttershy began as an unusual sensation starting to take hold of her body.

"Yes, that's right," Princess Celestia instructed in an unaware tone of voice. "You can feel it, can't you? Feel the sun's rays bathe your body, filing you with confidence?"

But suddenly, Fluttershy became alarmed with she felt something most unusual happen to her body! Before she had a chance to react or even express what it was, however, there was a sudden flash of light!

Celestia suddenly became anything but calm and collected as she stood up! She tried to light up her horn, only to find that it wouldn't even spark! "Oh dear!" She exclaimed in a worried tone of voice! "My powers... they're gone!"

Meanwhile, the pegasus posing as a princess exclaimed with alarm! "What's wrong with me?! I... I feel so powerful! I feel like I can do magic even without a horn!" She gasped as an awful realization struck her! "I think I have your powers, Princess Celestia!"

"Maybe because you do have her powers!" A familiar chaotic voice declared, its owner appearing before the two ponies in another flash of light!

"Discord! I should've known!" Princess Celestia exclaimed with surprise before narrowing her eyes. "What have you done now?!"

The draconequus intentionally made himself as small as possible as he sheepishly sought to defend himself. "Nothing, really. It was an accident, I swear!"

Fluttershy spoke up in a stern, scolding tone of voice that sounded not unlike she was scolding a child. "Discord!"

The chaos maker reluctantly confessed. "I was just observing your little rehearsal, and I couldn't help but notice that Fluttershy here," He pointed a claw. "Seemed to be having a tough time 'getting into character' as it were. So I thought maybe I could help her by making her see what it's like to be you, Princess Celestia."

The alicorn had to resist the urge to roll her eyes. "By giving her my powers? How is that supposed to help?"

Discord quickly sought to defend himself while apologizing in as innocent a tone as he could manage. "It's not permanent if that's what you're worried about. It'll wear off in about..." He turned his gaze up towards the sky before answering. "Twenty four hours or so, probably not even that."

"You can't reverse it?" Fluttershy frantically inquired of her chaotic friend.

Discord hesitantly replied. "I'm... afraid not. I used more power than I thought I would. I only meant to give you a small bit of Celestia's powers," He willingly confessed. "But it looks like I gave you the whole package," And with a nervous laugh he declared. "Oopsie."

The animal loving pegasus could only shake her head in response to what Discord had told her. "Your heart may have been in the right place, Discord. But you really should know better than to do things like this without asking permission first."

"You're lucky I don't have somewhere important to be right now and that I don't have to worry about raising the sun," Celestia sternly scolded the draconequus. "Now it seems I'm going to have really teach Fluttershy what it means to be me so that she can control my powers."

The chaos maker was quick to reply. "You do that, princess. I'll just... provide the moral support." And then with a snap of his talons he disappeared.

Fluttershy shook her head in dismay. "I really thought he was getting better, princess. I know he has to be chaotic, but I thought he was learning how to use his powers for good."

The sun princess simply commented in response. "It's alright. This isn't the first time I've been rendered temporarily powerless or otherwise had my powers taken away from me. And part of being a princess means learning how to adapt to adversity," She then cleared her throat. "Now, let's just get back to our rehearsing. You can learn as you go."

The pegasus mare agreed. Yet as she prepared to learn from a princess, her thoughts turned to her friends on the stage. "I sure hope they're not having problems like I am." She thought to herself.

But Fluttershy wasn't the only one experiencing trouble. Even back on the stage, other problems were quickly presenting themselves.

One of those problems quickly presented itself when Rainbow Dash happened to peer out from behind the curtains and spotted something she normally would've loved to see, but in the current circumstances it was the last thing she'd wanted to see. "Uh, I think we might have a problem on our hooves here," She informed the others. "The crowd's already starting to show up."

"Oh no!" Spike gasped in realization! "We must've put the wrong date on all those flyers advertising our play!"

"That, or Princess Celestia showing up brought in the big crowds," Twilight commented before taking a deep breath. "But that's okay, we can work with this. We'll just have to confine any rehearsals to backstage and make sure we're not overheard. As long as we do that, I'm sure everything will be as smooth as-"

"-Silk!" Rarity suddenly cried out as she sprang from her sewing machine and rushed to a nearby trunk! "I must find the silk! I need to make some repairs to Smolder's costume!"

"Rarity, what did you do?!" Applejack demanded.

The fashionista reluctantly replied. "I was trying to add some room for her wings and I kind of put a hole through the sides. A really big hole!" She then began to sift through the trunk. "Silk is the only material I can work with on such short notice that won't make the suit all itchy."

Pinkie Pie then bounced over just seconds after a crash sound was heard, followed by what sounded like an "Uh-oh!" from Yona. "Uh, I think we're gonna need a new fake sun."

"Yona not mean to, Yona tripped." Yona's voice could be heard apologizing in the distance.

Applejack frowned upon receiving the bad news. "That fake sun took me weeks to build. No way can I get another one built if we're goin' on tonight!"

"We can't cancel now!" Twilight protested. "Those ponies are expecting a play and we've gotta give it to them. As they say in theater: 'The show must go on!'"

The farm mare sighed and adjusted her hat. "Well, we're still gonna need somethin' that can stand in for the sun on short notice. Anypony got any ideas?"

Pinkie quickly shot a hoof up as she exclaimed! "Ooh! Ooh! I've got one! It's a good one too, you'll see!" And without waiting for any feedback (or for anyone else to offer their ideas for that matter), the pink party pony pranced away in the blink of an eye! She returned shortly with a marshmallow on a stick, the marshmallow was surrounded by flames that started to spit hot, gooey, melted marshmallow everywhere.

"Pinkie Pie!" Applejack angrily remarked as she hurriedly grabbed a bucket of water and threw it over the marshmallow (and Pinkie too) to extinguish the flame.

"What? It's realistic," The pink coated earth pony explained. "The sun is just like a burning marshmallow. Obviously we're not gonna use an actual burning marshmallow, we just need something that looks like a burning marshmallow."

Twilight hesitantly and nervously shot down the idea. "That sounds... unsafe. We've got enough problems as it is without burning down our set," She turned to Applejack and Pinkie Pie. "The two of you come up with something we can use for a fake sun that won't put anyone in danger."

"Right!" The two earth ponies saluted at the same time and trotted away.

Starlight came trotting into view just as Pinkie and Applejack raced past her. "Well, I've got good news and bad news," She told her remaining friends. "The good news is: Ocellus has got her Starswirl the Bearded impression down pat, she's even got the voice."

The little dragon hesitantly questioned the unicorn. "So, what's the bad news?"

Starlight briefly peered out through the red curtains. "I think the crowd's getting restless. We might need to have a show before a show to distract them so they don't get up and leave, or worse."

Spike smiled. "I think I know somepony who can do that. After all, she probably deserves something after we couldn't figure out how to work her into the play's story," He began to write a letter on a piece of paper. "I just hope she'll be available on short notice."

"Okay, so at least that's taken care of," Twilight Sparkle sighed with a slight sense of relief. "But this play is turning into a nightmare! It was supposed to be a simple play, but everything's going wrong!" She stopped after realizing she was about to lose her cool, though she still groaned. "It's okay, it's okay. As long as we get the play underway by sundown, we'll be fine. I just hope Fluttershy and Princess Celestia are back from their rehearsal by then. Because if not..." She gulped. "I don't know what we're going to do."

"Alright, Fluttershy," Princess Celestia declared as she took on the best instructor's tone she could muster up. "I've always found teaching to be where I am best. You may not be like most of the students I'm used to tutoring or mentoring, but I'll still do my best to guide you. Are you ready to begin?"

The animal loving pegasus mare blinked slowly in uncertainty. "I... think so."

"Good." The currently powerless sun princess smiled. "Now then, tell me how you feel. What you feel. Do you feel anything?"

Fluttershy immediately protested. "I can't feel anything at all! This is all too much!" She squeaked in horror! "Oh no! I think my stage fright's coming back! I'm not ready to be just like you, Princess Celestia!" And she began to breath heavily into a paper bag she'd brought with her for emergencies (which this was).

Celestia was quick to trot up to the panic stricken mare and calmly say to her. "It's okay, you don't have to be exactly like me. Think me of as just another character."

"But you aren't!" The pegasus protested again.

"For the sake of the play, aren't I technically one? The lead character in fact?" The princess pointed out. "And isn't life kind of like a play? We each are born with a role to play, and every day we go about performing in that role whether we mean to or not."

The pegasus mare with pink bangs ceased in her fast breathing as she processed the information. "I'd never thought of it like that before."

The sun princess winked. "When you live as long as I do, you start to pick up on little things like that," She then proceeded to instruct. "Now, close your eyes and visualize with me. Concentrate. Feel, don't think."

Fluttershy obeyed, shutting her eyes tightly. "Now what?"

Celestia instructed. "Listen carefully to yourself. Tell me, what do you feel? You must be able to feel something."

"I'm still not feeling anything," The animal loving pegasus mare responded without opening her eyes. "I'm sorry, Princess Celestia. Maybe if I had a horn I'd feel something?"

"No," The alicorn told the pegasus without changing her tone of voice even the slightest. "Shut out all other feelings, all other distractions. Let them all fade away like a morning fog burnt off by the sun. Look deep inside yourself and you will feel something."

Fluttershy hesitantly and reluctantly did so. It wasn't easy. So many thoughts raced through her mind, dozens of them worries about herself or her friends. But slowly, as she breathed deeply, she could feel them fade away. It was as if those were all the worries of another day, and a new day was dawning inside of her. A warmth began to spread through her body. "I... I can feel it! The love you have for all of Equestria! That radiating warmth!"

"Excellent!" Celestia smiled as she opened her eyes, taking note of how calm Fluttershy was now. She was so still she almost could've been mistaken for a statue. "Now, let's see if you can channel that energy, that warmth."

A gasp escaped the pegasus' lips as she realized what was meant by those instructions! "You mean...!"

The currently powerless sun princess just replied. "I do."

Swallowing hard as a bead of sweat began to trickle down her face, the pegasus mare pushed her pink bangs back even as she didn't open her eyes. "I'll... try. Here goes!"

Princess Celestia watched as the pony currently possessing all of her powers began to lift into the air without even flapping her wings. She could see a golden yellow glow emanating from around the pegasus as she did so. And slowly but surely, the sun began to move.

With the warmth spreading through her entire body, Fluttershy opened her eyes and excitedly exclaimed! "I'm doing it?! I am! I am doing it! And all without a horn! Oh, this is so amazing!" She started to flap her wings and flew all around, buzzing past Princess Celestia several times! "Oh, I've never felt like this before! This is... this is... I don't even know what it is! This must be what you and Princess Luna feel like all the time!"

The alicorn chuckled even as she raised up a hoof. "Yes, it's a lot to take in at first. Don't worry, you'll get used to it. Remember to stay calm. Don't let that power control you, you must control it."

"Okay." The pegasus reluctantly agreed even while she frowned ever so slightly. She'd been enjoying herself enormously. Still, she lowered herself to the ground as the surge of power wore off. The sun had moved to the west a little, but only if one had been looking closely at the sky would they have seen that such was the case.

Celestia clapped her hooves together in approval. "That was amazing, Fluttershy! You really remind me of myself the first time I raised the sun!"

"Really?" Fluttershy asked in slight embarrassment. "Even the getting carried away part?"

The powerless sun princess nodded. "Yes, even that. Even princesses aren't perfect. After discovering our powers, Starswirl probably got more grey hairs than he ever had before trying to keep us under control. It took us a long time before we'd learnt what an important responsibility our powers were," She then declared. "Now, let's go through the rehearsal one more time. Let's see how you act with my powers and Twilight's script."

Time seemed to pass quicker than anypony would've liked on the stage as they all ran about, trying to complete their tasks while the audience was "distracted" with a performance from Princess Luna.

But even an appearance from the princess of the night wasn't enough to keep the audience from growing restless. Eventually, they could all be heard exchanging remarks about how long it was taking for the show to start.

The moon princess trotted back behind the curtains and in a somewhat calm tone of voice she informed the others. "I can delay no longer. Ready or not, you'll have to begin your play."

"What?!" Twilight gasped as her eyes widened in alarm! "But we're not ready! We don't have our lead actress, the costumes aren't finished and there's no new fake sun! Our play's going to be a disaster!"

From afar, the familiar voice of Princess Celestia spoke up. "Fortunately, I know a thing or two about how to deal with those. After all the crises I've faced, I've picked up a few things in the field of disaster management."

Everyone backstage was delighted to see the princess, especially since Fluttershy was accompanying her. "Sister! Oh, thank goodness you're in time!" Luna desperately proclaimed. "I tried my best, but I don't have your charm when it comes to entertaining crowds for long periods of time."

Celestia smiled even while she remarked. "I didn't expect to see you here, Luna."

The moon princess simply explained. "When my favorite dragon wrote to me for help, how could I say no?"

Twilight, meanwhile, approached her former mentor as she declared. "Sorry, but things are even more messed up now than they were when you left. I thought we'd have more time than we did."

"Then there's no more time left to waste!" The powerless sun princess urgently proclaimed! "Just tell me what needs fixing and I'll do my best!"

Rarity urgently exclaimed! "We don't have a fake sun! We haven't worked out who the narrator is! And the costumes still need a minute!"

"A minute is all we need," Princess Celestia instructed. "Spike, you narrate the play."

Spike gave a salute. "Can do!"

"Leave the sun to me, or rather to Fluttershy!" The alicorn with a majestic white coat explained.

"What?! Sister, are you mad?!" Luna exclaimed in shock! "Letting her raise the sun, and now of all times?!"

Celestia just winked. "I'll let you keep the moon up for a little longer tomorrow morning. How's that sound?"

The younger alicorn reluctantly agreed. "Fine." But she still folded her hooves across her chest in a pout.

"And if anypony says anything about the costumes," Celestia then added. "Just roll with it. Improvise. Now, let's all take our places and give these ponies a show they'll never forget!"

Twilight Sparkle stepped out onto the stage as a lone spotlight shone down on her. She did her best to ignore the stern gazes of so many audience members as she calmly declared for all to hear. "Thank you all for your patience. Without further ado, The School of Friendship is proud to present: A New Day in Equestria." She then retreated to the safety of the curtains to watch the play unfold.

Spike appeared at a small podium that had hastily been erected on the stage, and he began to narrate. "Long ago, in a time before alicorns were known, the new kingdom of Equestria was suffering terrible hardship. Raising the sun every morning was so hard that it took five great sorcerers plus Starswirl the Bearded to do it."

Out came the "sorcerers" in their new costumes, which quickly attracted attention for all the wrong reasons. Some audience members began to snicker ever so faintly while other ponies appeared to be whispering to one another.

"I know what you must be thinking," Spike spoke up as he broke from his role of narrator. "And you're right, those sorcerers sure don't look good. That's because raising the sun is draining them all of their magic. Only Starswirl the Bearded ever has any left, and even he's struggling."

"It's true!" Starswirl spoke up as he appeared on the stage. "Every day I'm getting more and more grey hairs by the minute, and I'm not that old!"

Then Spike resumed his narration. "Things looked bleak. Soon, Equestria would lose all its magic users! Then the land would be covered in darkness for eternity!" And as he spoke he saw the students dressed as sorcerers all fall to the ground, looking quite exhausted. "But then, one of Starswirl's students named Celestia discovered she had the power to raise the sun all by herself without draining her magic!"

Right on cue, Fluttershy came trotting out as she recited perfectly from memory. "It is time for a new day in Equestria!" She shut her eyes as a familiar tingling sensation flowed through her body. She didn't need to look up to know that she was raising the sun all by herself.

The audience was none the wiser. The sun looked so real, but none of them believed it was the actual sun itself. Several ponies oohed and ahhed while marveling at the display before their eyes.

"Wow!" One pony in the audience could be heard to say. "I never thought a school play could have such advanced special effects! Must've been where the budget went."

It was possible for Twilight to hear Princess Celestia snickering faintly to herself while putting a hoof to her mouth. Still, the alicorn could be seen to briefly sport a rather goofy grin.

Twilight just smiled. This wasn't the first time she'd seen her former mentor like this. At least this time they were both in on the joke.

The play proceeded smoothly from there and ended right on schedule. The cast members all proudly took a bow as ponies clapped, cheered, whistle and even threw flowers onto the stage to show their satisfaction.

Afterwards, as the flowers were being gathered after everypony had left, Princess Celestia had a warm smile on her face as she told the others. "Judging by how many flowers the audience threw, it seems the play was a success. I couldn't have asked for a better ones-versary gift."

"Oh, it was my pleasure," Princess Luna spoke up in a tone of voice that suddenly sounded a lot like Discord. "It was the least I could do to make up for my little... slip up."

"Discord?!" Fluttershy gasped in surprise! "You were Princess Luna this whole time?!"

Discord quickly revealed himself as he shed his disguise. "Yes I was. And don't worry, the actual Princess Luna is fine," He then explained. "I knew she wouldn't be able to make it here. And I felt so bad about what I did to Princess Celestia. Helping to distract the audience was my way of trying to fix things."

Princess Celestia then looked at the draconequus and told him. "You may have had good intentions, Discord. And it's great that you tried to correct your mistake by helping others. But the next time you decide to do something like transfer a pony's powers or taking on the identity of somepony else, please ask for permission first."

The chaos maker reluctantly bowed his head and nodded. "I'll keep that in mind, princess," Then he hastily declared. "I... uh... I'd best be going now! Toodles!" And then with a snap of his talons he disappeared in a flash of light.

Fluttershy just sighed. "That's Discord for you," But she promised to Princess Celestia. "I'll be sure to have a long talk with him tomorrow about his actions, just to make sure he understands not to do them again."

The sun princess nodded back. "Thank you, Fluttershy. That would be most appreciated," Then, mere moments after she spoke she felt a surge of power, and knew at once what it was. "Well, seems I've gotten my powers back again. And not a moment too soon." She quickly lowered the sun all the way.

"Thanks for all you did to help our play. We couldn't have pulled it off without you." Twilight said to her fellow alicorn.

Celestia smiled anew. "Helping my friends is exactly what I like doing more than anything else, even more than watching plays or wishing I were an actress. Besides, I never felt I had to be on stage to be a part of the show. All I ever wanted was to share an honest bond of creativity, artistry, and happiness with my friends. And that's exactly what I got to do," Then she added. "And you know, I had so much fun tonight that I've decided: Maybe it's time I retired."

The news came as a shock to everyone, especially Twilight who's eyes widened to the size of dinner plates! "What?!"

The alicorn with a majestic white coat just explained. "Nopony is meant to rule forever. I think it's time I gave up my crown and stepped down from the throne. Then I can devote myself freely to the theater."

"Y-you... you can't be serious!" The alicorn with a light purple coat exclaimed in disbelief!

Princess Celestia smirked and winked. "Indeed I'm not," She chuckled. "Perhaps there is a bit of an actress in me after all."

Twilight wiped the sweat from her brows in relief. "Oh, thank goodness. Don't ever scare me like that again!"

"I assure you, Twilight," Princess Celestia calmly and warmly replied. "If someday I do abdicate the throne, you'll be the first to know. And you will know if I'm serious about it. But hopefully, that day won't come for a long time."

S9 E20: Trixie's Last Stand (A Horse Shoe-In) (What If?)

With the last Summer Sun Celebration having come and gone, it was only a matter of "when" and not "if" Twilight Sparkle would take the throne. There were still a few things she had to learn before the coronation could officially take place, and for however long that was she would remain in her position as headmare of the School of Friendship.

So it was that Starlight Glimmer was decorating her guidance counselor's office, even though she was quite certain it wouldn't be her office for much longer. She had brought in a potted plant with multiple branches, and placed it on her desk as she began watering it. "I think you really spruce up the office, Ms. Philodendron," She said to herself, before gasping as an idea struck her. "Oh! I'm gonna call you Phyllis! You'll like that, I'm sure!" And the unicorn started to coo, treating the potted plant like it was her own child. "Don't you look good, Phyllis!" She cooed.

Just then, Starlight's thoughts were interrupted by a knock on her office door. "Come in!" She called in that babyish tone of voice, before realizing how embarrassing that must sound. She hastily cleared her throat and tried to recover. "I mean, uh, come in!"

In strolled Twilight and Spike, and Spike appeared to have some kind of scroll tucked under one of his arms for some reason. What could the reason be for their visit on such short notice?

"Hey, were you just talking to someone?" Spike questioned Starlight. "It sure sounded like it."

Hastily, Starlight used her magic to shove the potted plant to one side of her desk as she tried to look innocent. "No!" She said, maybe a bit louder than she had wanted it to sound. "Why?"

"There's nothing wrong with talking to yourself, Starlight," Twilight told her former student and then changed the subject. "But there's a reason why I wanted to talk to you today," In a serious tone of voice she explained. "I have something very important that I need to discuss with you."

The unicorn mare gulped. "Look, if this is about leaving early yesterday, I'm sorry. But you should know that I didn't have any students to tend to, and Trixie was having a 'magical emergency' that actually turned out to be nothing," And she then apologized. "I'm sorry. It won't happen again, I promise."

But the young alicorn only laughed. "Oh no, it's nothing like that. You're not in any trouble," She turned to Spike. "Do the honors."

Spike nodded and removed the scroll from under his arm, unfolding it as he read it aloud. "Twilight Sparkle, the Princess of Friendship, in light of her impending ascension to the throne of Equestria and in anticipation of her many duties and responsibilities forthwith, does hereby intend to make good on her previous offer to you, Starlight Glimmer, of replacing her as headmare of the School of Friendship!"

"Knew I should've shortened that," Twilight briefly blushed before telling Starlight. "But you heard right, I want you to take over the school when I move to Canterlot. I'll still come back to Ponyville as often as I can, but it's not like I can just move Equestria's capital overnight. Somepony will need to ensure the school continues to thrive and succeed, and you're just the pony for the job, Starlight."

Starlight smiled even as she had to take a moment to process the information. "I know! It's just so... amazing!" She started to talk rather suddenly and abruptly, struggling to think of how to put her feelings to words. "I'm a little bit... Do you think I'm really up for it? What am I saying? Of course you do. I've covered for you every time you've had to run off and save Equestria or do something else important, but... I mean..." She pulled her hooves to her cheeks as a big smile broke out across her face and she excitedly squealed! "Yes. Of course! Thank you!" Without warning, she then tackled Twilight into a hug (and pulled Spike into it for good measure).

Twilight did her best to maintain a happy face despite the tightness of the abrupt hug that made her strain to get her words out. "You're welcome. And I can't think of anypony who'd be better for the job, really."

Starlight Glimmer broke off the hug a moment later. "I'm flattered, really. Still, I'm a little nervous. And excited. But I'm mostly just nervous. I always felt like I wasn't part of your plan, like you didn't know what to do with me," Then she commented. "I've got some big horseshoes to fill."

The young alicorn princess nodded her head in confirmation. "I understand. I'd have to be a fool not to expect that from you. Of course I'll have a lot of important responsibilities as ruler of Equestria, but I'll always be available to help whenever you need it," Though she then hesitantly added. "I hope."

Just then, Spike belched up another scroll and unfolded it. He didn't read this one aloud, but after he'd finished reading it he said to Twilight. "Uh, aren't you supposed to be at a royal etiquette lesson with Celestia and Luna right now?"

"Right! Knew I was forgetting something," Twilight lamented and sighed. "Can't underestimate the important responsibility of royal napkin placement," Then she told Starlight. "Best of luck, not that you'll need it." And after lighting up her horn, she teleported away in a flash of violet red magic.

Spike left the office a moment later, leaving Starlight all alone once more. She slowly processed everything that had just transpired. "Wow. I mean, no biggie," She casually remarked to the potted plant on her desk. "Right, Phyllis? I've totally got this." But as she leaned her hooves back to rest them behind her head, she accidentally knocked the potted plant off her desk and onto the floor, causing its container to shatter and its owner to give a nervous laugh.

As Starlight thus went about re-patching and repairing Phyllis, she had no idea that Twilight's announcement was going to lead to some very unexpected developments for two of her closest friends.

It didn't take long for Starlight to inform Trixie of her more or less "promotion". Trixie seemed to take the news surprisingly well. "If there was anypony who deserved to take over from Twilight, it would be you, Starlight," She sincerely spoke as the two trotted along through the school's hallways. "But..."

Starlight gulped as she looked to her fellow unicorn. "What is it this time, Trixie?"

"Is it going to cut into our social time?" The magician questioned with legitimate concern. "The last time you were left in charge of the school, you were so busy with the students you barely had any time for anything else. And you were only acting headmare then. Now it's going to be official."

The reformed unicorn mare could only reply. "I can't help if it I'm busy, Trixie. Being headmare is a very big responsibility and a very big undertaking."

"So why is it that we're currently striding with determination toward what I can only assume is Twilight's office?" Trixie inquired. "It's going to be your school, isn't it?"

Starlight Glimmer could only nod back. "Eventually, yes. But until Twilight's ascension is official, it's still her school. She's the only one who's served as official headmare up to this point. Merely filling in for her on occasion isn't the same as taking over from her full time. I'm worried about doing it all alone, so I want to get as much advice from Twilight as I can while she's still here."

Trixie frowned and shook her head. "She may have been headmare, but Princess Twilight never ran the school on her own. She always has her friends. Maybe you oughta consider doing the same when you become headmare?"

At that a light bulb went off inside Starlight's head as she exclaimed! "You just gave me an excellent idea, Trixie! You know, even you can give good advice sometimes. Maybe I oughta consider you for my old position as guidance counselor."

"Thanks for the offer, I think," Trixie slowly blinked. "Though, there is something Trixie needs to take care of before she can consider any job offers."

"I thought you were all done with your apology tour?" Starlight questioned the magician. "And didn't you say you were making Ponyville more or less your adopted hometown?"

Trixie just narrowed her eyes. "It has nothing to do with performances or stage magic. This is something that's been a long time coming. It can't be put off any longer."

The reformed unicorn mare nervously inquired. "Please tell me you're not going to do something stupid."

The magician only frowned. "It shouldn't concern you, Starlight. Let's just say that you have your business with Princess Twilight, and Trixie has hers."

In her headmare's office, Twilight was deep in concentration. She used her magic to try to fold a napkin according to how she'd been taught just a short while ago. For a brief moment it looked like she had gotten it just right, but the moment passed and the napkin undid itself from its setting and fell to the desk top without making a sound. "Who would've thought royal place settings would be so hard?" She thought aloud.

Just then, there was a knock on the door and without even waiting for a reply the one who'd knocked entered. Nervously, Starlight strolled in and tried her best not to look guilty. "I know how busy you are right now, Twilight. And I'm sorry to bother you."

"Oh, don't be silly. I have always time for a friend," Twilight smiled. "Honestly, I could use the distraction," And she then asked her former student. "What is it?"

Starlight cleared her throat. "I wanted to talk to you about running the school because, honestly, I was a bit worried about taking it over all on my own. But I just realized that you never did it alone."

The young alicorn nodded even while lighting up her horn to again attempt to perfect royal place settings. "Having a friend or two help out is pretty great. What did you have in mind?"

Starlight pressed on. "What do you think of me hiring somepony to be an official vice headmare or maybe even a vice headstallion? I know I was always a designated acting headmare, but it was never official."

Twilight nodded back at the unicorn. "I trust you to run the school any way you want. Any way that'll help you help it run more efficiently. And if that means hiring a vice headmare, I think it's a great idea. After all, I never really got around to hiring as many staff as I wanted. Sure, I got a few solid substitutes here and there, but the student to teacher ratio was still not as good as it could've been."

The unicorn with a grayish-purple coat smiled, satisfied with the fact that she had more or less gotten her former teacher's blessings. "Oh, good. I wasn't sure if you'd say yes."

"It's going to be your school, you should run it however makes you feel comfortable," Twilight pointed out. "Like you said, I've always had ponies around to help me. You shouldn't be any different. And don't worry. If worse comes to worse, you can always call on me to—"

Just then, however, Spike interrupted as he came running out nearly out of breath. And he told Twilight immediately. "There you are. Rarity says you were supposed to be at the boutique five minutes ago for your second fitting for the coronation gown."

Twilight's eyes widened in disbelief! "What?! How many fittings are there gonna be? She should have my measurements already!"

"Sorry, but Rarity says there's gonna be a lot more of them between now and the coronation," Spike pointed out. "It's got to be just right. I'd get over to the boutique right now if I were you, you know Rarity doesn't like to be kept waiting."

Sighing and groaning, the young alicorn reluctantly responded. "Oh, alright. I suppose if it's her business supplying the coronation dress, I do owe her my time," Then she turned to Starlight Glimmer. "Good luck on finding your vice headmare or headstallion, whoever they may be. I'm sure you'll pick the perfect pony for the job. Or who knows? Maybe you'll even find a non-pony for the job? I mean, it's your call, not mine." And with a nervous laugh she rushed out of the office as she prepared to teleport away!

But before the alicorn could officially teleport as planned, she came snout to snout with a rather unhappy looking Trixie. And the magician almost growled as she insisted. "Just where do you think you're going, Twilight?"

"Trixie?" Twilight blinked in surprise as she took a step back. "Whatever this is, it's gonna have to wait. I've got a friend I can't keep waiting, and it's tied to my upcoming coronation. You'll just have to take a rain check."

Trixie refused to budge! "No! This can't wait any longer, princess! You've been putting it off for long enough and now, finally, it's time we settled things!"

It took Twilight but a moment to realize what Trixie was referring to. "Are you serious? You want another magic duel? Now? Trixie, you can't possibly hope to win! I'm an alicorn and you're a unicorn, do the math."

The unicorn magician only grit her teeth. "So you say, but maybe that's just because you're afraid! Trixie promised you we'd have another magic duel someday, and that was a promise Trixie intends to keep! Perhaps the real reason you don't wanna fight Trixie is because you think Trixie would somehow be a match for you."

"Trixie, is this what you were referring to earlier?" Starlight questioned in sheer disbelief. "There's no reason to fight, no reason to do battle. You're both very talented at your given crafts, why do you need a magic duel to prove who's better?"

But Twilight protested. "No, Starlight. I don't need you fighting my battles for me. As the soon to be supreme ruler of Equestria, I have to be ready to meet any challenge head on, no matter what it may be," She locked eyes with Trixie. "You really wanna do this, huh?"

"Yes indeed, princess!" Trixie seriously declared. "It's time we settled the score once and for all, proved who's really the best."

"Trixie," Twilight unhappily sighed, before reluctantly declaring. "... Alright. If it's a magic duel you want, it's a magic duel you're gonna get," She turned to Spike. "Spike, clear my schedule and tell Rarity the dress fitting is going to have to wait for another day. This duel is going to take priority."

At that, Trixie began to smile. "Excellent!" Then she stepped back. "I'll give you time, Twilight. It only seems fair that we both have a chance to duel at our best. But you'd better not chicken out! I'll be waiting for you on the outskirts of Ponyville. May the best mare win!" And with a flick of her horn, she teleported away in a flash of light pink magic.

Starlight and Spike could only exchange glances of shock, disbelief and most of all worry. They didn't doubt Twilight could probably be more than a match for Trixie, but knowing Trixie the magician would take a very long time to clue into the obvious fact: She was hopelessly outmatched. And it was anyone's guess what would happen from there.

A short time later, as word of the impending showdown between Twilight and Trixie began to spread throughout the school (though it was widely believed by the students to be little more than a rumor), a rather frantic earth pony filly easily identifiable through the headgear on her head (for which she was named) came rushing into the headmare's office! "Princess Twilight!" She, panted, gasped and then had to pause to catch her breath. "It's not true, is it? Tell me it's not true!"

"If you're referring to the fact that I will soon ascend to the throne in Canterlot, you're pretty late to the party, Diamond Tiara," Twilight told the frantic filly. "And that means our time as teacher and student will come to an end."

Diamond Tiara shook her head from side to side. "No, that's not it. I've known about that for a long time and I've reluctantly come to terms with it," She then explained. "You're not actually going to fight a magic duel against Trixie, are you? It's all just a bunch of rumors and nonsense, right? Right?"

Twilight Sparkle simply replied. "It's true, Diamond. You've heard right."

The filly with a lovely magenta coat stumbled back in disbelief. "But... but..." She struggled to find the words to express her shock. "Why? You have nothing to prove. There's no reason to have a duel."

The alicorn sought to reassure her young charge. "There's nothing wrong with a little friendly competition from time to time. And this is what Trixie wants. Like it or not, I owe her one before I take the throne."

"But you can't! Not now!" Diamond Tiara pleaded in protest. "You need to stay here! This is your school!"

"Not for much longer," Twilight pointed out. "I've more or less all but hoofed the reigns to Starlight. She's currently planning to hold tryouts for an official vice headmare position, or it might even be a vice headstallion depending on who gets the role."

Diamond gulped. "That's the problem! One of the ponies trying out for the job is my mother. Miss. Starlight doesn't know my mom like I do. She only got to her position on the Ponyville school board because of money. Mother's practically never set hoof in an actual classroom, and if not for Father's insistence she would've just had me tutored at home. She isn't qualified in the slightest, she shouldn't even be considered!"

Twilight simply stroked Tiara's mane with a hoof to calm her down. "You needn't worry, Diamond. Starlight is well aware of what your mother is like. Spoiled Rich's reputation does precede her more or less. I have every confidence in her ability to judge all the candidates that try out accordingly. If nothing else, this could be your mom's chance to redeem herself and prove that her position on the Ponyville school board was justified."

"Does this mean that after you take the throne, Miss. Starlight will be taking over our lessons?" The headgear wearing earth pony filly asked.

"For now, yes," Twilight explained in as calm a tone of voice as possible, before adding. "However, much like the Cutie Mark Crusaders, there much left that you don't already know. There's not much more about friendship that can be taught. It's up to you to apply the lessons you've learned in the time spent under my wing, and apply them well. I have faith that you will do just fine, with or without me there to guide you," Then, after gently letting go of the filly, she turned to Starlight and informed her. "You can handle things from here. Now I'd better go, I've kept Trixie waiting long enough." She lit up her horn and disappeared in a flash of violet red magic.

For a moment, silence filled the air in the headmare's office as none of its remaining occupants could speak. Finally, however, the silence was broken up as Starlight took a deep breath. "Well, nothing left to do but meet the candidates and start the auditions." And she left the office, making her way out to the front hallway where all aspiring applicants had been instructed to wait.

Diamond Tiara followed from afar, as did as Spike. Neither was certain of what to say, though silently they hoped that things would resolve themselves properly and without any further troubles.

A small hill overlooking the town of Ponyville was the chosen meeting point for the magic duel's participants, and that was where Twilight found Trixie waiting for her.

Trixie was once again clad in that light blue hat and cape that she usually reserved for on stage appearances, much to the surprise of her opponent. "So you actually showed up," She declared in a tone of voice that was hard to tell if it was meant to be mocking, intimidating or just impatient. "Trixie had her doubts."

"I never fail to keep a promise to a friend, no matter who that may be," Twilight replied. "I take no pride or pleasure in any of this, Trixie," And she offered. "It's not too late to change your mind. We can both still walk away from this without needing to do battle."

The unicorn magician shook her head and stomped a hoof down, lightly stirring up some dust in the process. "You're not gonna change my mind, Twilight. We will duel and there will be a winner and a loser."

Twilight reluctantly sighed even as she agreed. "Well, I offered you a chance. If this is really what you want, then so be it. And whatever happens, Trixie, just remember who chose to start this."

Trixie only grit her teeth as she shifted her stance slightly. "Trixie will definitely remember, princess. And be assured, she is quite prepared to give it her all!"

The young alicorn hesitantly responded. "Guess I should've expected that," She adjusted her stance as well. "Still, there's no reason why I should need to do my best. I want this to be at least somewhat fair, like we were both unicorns."

Trixie just retorted. "Either bring your best, or don't waste Trixie's time! Trixie wanted an honorable duel, not an easy one. So don't hold back!"

"If I don't, this duel will be over very quickly." Twilight replied.

"Enough talk!" Trixie roared as she made her horn spark to life! "Our skills will do the talking for us. Let us begin!"

Twilight smiled and agreed. "Very well then, Trixie. You make the first move. What should we start off with?"

Trixie flashed a toothy grin. "How about a few rounds of teleportation? Think you can keep up with The Great and Powerful Trixie?" And then she disappeared in a flash.

The young alicorn lit up her own horn in kind, concentrating on possible locations and trying to figure out which ones Trixie might be able to reach with her own magic. There was only one way to find out. A flick of her horn and the princess teleported too.

A few quick "hops" of teleportation later, Twilight easily caught up with Trixie deep within the Everfree Forest and not far from the Castle of the Two Sisters. "Not bad, Trixie. Not bad," She commented in sincere praise. "Obviously, those magic lessons Starlight gave you have been paying off."

The magician basked in the praise for but a moment. "Of course. After all, Starlight hasn't been your student for a long time," Then she took on a more serious tone. "But can you find Trixie again? There are lots of places she can teleport to." And then she teleported away again.

Twilight chuckled. "Same old Trixie." And then she teleported away as well.

Meanwhile, back at the School of Friendship, Starlight Glimmer was greeting all the ponies who had shown up to try out for the role of vice headmare. She recognized them all: In addition to Spoiled Rich (who seemed rather impatient, even by her standards) there was also Big Macintosh, Octavia Melody and Time Turner (better known to many as Doctor Whooves). And there was also a very recognizable unicorn stallion with glasses, a goatee and a cape that covered his body.

"Sunburst?!" Starlight exclaimed in surprise! "What are you doing in Ponyville? Shouldn't you be in the Crystal Empire?"

Sunburst adjusted his cape and pushed his glasses into place. "What? Can't a friend just visit a friend?"

Starlight wasn't convinced. "Not on such short notice. Does Princess Cadence know you're here?"

The glasses wearing unicorn stallion sincerely nodded. "Of course she does. I had to have her blessings to take time off and come to see you," He then smiled. "When I heard you were holding auditions to find an official vice headmare, I figured I might as well try out for the part."

"But what about Flurry Heart?" Starlight questioned Sunburst. "Don't you already have a job as her crystaller?"

"For the time being, yes," Sunburst readily explained as he didn't change his expression or tone of voice. "But she's getting older, now. Soon, she's gonna be old enough to learn how to control her magic without the need of spells. Mistmane's already set up to be her magic tutor. And of course, her parents are gonna be there when she has to get out of diapers. There really won't be much left for me to do aside from maybe foalsit her on occasion. So I'm starting to look for work elsewhere."

The reformed unicorn reluctantly accepted the explanation. "Well, I obviously can't just give you the job even if we're friends."

Sunburst nodded again. "Of course, of course. I'd have to be a fool to expect special treatment from you just because of that. You have to treat me no differently than you would any of the other applicants. If somepony happens to be a better fit for the role than me, so be it."

Spoiled Rich then grumbled. "Can we please get on with this already? It's bad enough I have to hear my daughter sing this school's praises every time she comes over here. I don't want to spend a minute longer here than I have to. And I'm sure I'm not the only one who has places they need to be."

"I think you'll find your time here to be well worth it, assuming you still want the job," Starlight told the mare before she cleared her throat and spoke to the five gathered ponies. "Anyway, I want to thank you all for coming. I'm glad you all decided to be a part of the search for the School of Friendship's official vice headmare. All of you have been chosen because of your prior proven experience in working with others, or because of your unique talents."

Spoiled simply remarked. "Honestly, if you're looking for somepony to fund-raise, I can bring in enough bits to have several buildings named after me. I don't know what kind of shoestring budget this place is run on, but I could see to it that money would never be an issue. And trust me when I say that when it comes to quality education: Money. Is. Everything."

Starlight immediately shot down the effort. "Money is not the problem, we have a very healthy budget and plenty of bits to the school's name," She then explained as she used her magic to bring forth a triangle like chart that was divided into three sections. "You'll all have to prove that you have what it takes to be vice headmare under me, so I've designed the interview in three stages," She briefly pointed to the chart with a hoof. "Each stage will test a different skill that I believe any vice headmare needs to be successful. I'll reassess your performances after every stage, so you'd all better do your best."

Dr. Whooves declared. "I assure you, that won't be a problem. I never give less than one hundred percent in any of my many pursuits."

"Same here," Octavia Melody spoke up. "Being a world class musician means you must always stay in tip top shape and keep your skills sharp. You can't afford to get rusty."

All Big Macintosh could say was. "Eeyup." But the smile on his face conveyed more than words how certain he was that he too would do well.

"Whatever you want me to do, I will do it," Spoiled Rich remarked. "You won't be disappointed, I can promise you that."

Sunburst just commented. "You don't have to worry about me, Starlight. I'm confident my skills will speak for themselves."

Starlight Glimmer smiled in satisfaction as she then told the five candidates. "Okay then. Without further ado, it's time for stage one: Substituting for the teachers! Any vice headmare needs to get to know the students under their care, and what better way to do that than by teaching a class? It can be any class you'd like."

The candidates set off to decide on which class they would substitute in for the day. Yet as Spoiled trotted away she could be heard whispering to herself. "Once the students have a taste of my one of a kind lectures, they'll never want to go back to the regular faculty."

Diamond Tiara (who alongside Spike had been observing the interview process from afar) nervously whispered to Spike. "It's just as I feared, Mother's worse than ever."

Surprisingly, Big Macintosh chose to substitute in Rarity's class. He soon revealed why that was as he demonstrated an incredibly detailed way of working with a sewing needle and thread.

The students under his care were impressed, Ocellus especially. "Wow, that seam is so straight!" She commented as she observed a just repaired gala dress that Rarity had once worn. "I didn't think anypony besides Professor Rarity or maybe Professor Fluttershy could be that good," Then she questioned the stallion. "You really learned how to sew from mending apple sacks on the farm?"

"Eeyup!" Big Macintosh proudly declared. "Plus, I've had the occasional fashion emergency with my sisters and with Granny Smith. Hard not to pick up on things from time to time. Always happy to pass on my knowledge and my talents. That's what generosity is all about."

Starlight smiled as she observed the lesson from afar, writing down a few silent remarks on a clipboard before heading off to check on the other classes.

Spoiled Rich had chosen to be a substitute for the loyalty class, which was held in the gym. As she made her way into the gym, she stopped to look briefly at what could be mistaken for just an ordinary skull. The rich mare knew better, the skull was enchanted. And she could well remember when she had stumbled across it just the other day.

The skull had been left in the dirt in the front garden of the Rich family mansion. It was pure coincidence that Spoiled had spotted it when she did. But something drew her to the skull and she picked it up, lightly brushing off the dirt on its top.

Doing so caused the skull to admit a sickly green glow, suddenly projecting the image of something! It was a ram a moderate cornflower blue in color with very dark blue horns, a light bluish-gray mane and tail in short, razor stubs and pale, apple green eyes that contained red pupils. Just above his hooves rested a red collar with several yellow orbs on it. "You are the one called Spoiled Rich, are you not?" The ram immediately inquired, appearing to be in some kind of swamp like location.

After looking around to make sure she wasn't being overseen or overheard, Spoiled looked at the projection and hesitantly said to the ram. "Y-yes. And who might you be? More importantly, what do you want with me?"

The ram identified itself as it spoke up. "You can call me Grogar. And yes, that is the same 'Grogar' you've heard of in legends. The same 'Grogar' the self-righteous Gusty the Great defeated by draining me of my powers," Then he quickly explained the reason behind his appearance before the rich mare. "I wish to offer you a proposal, one that I think you'll very much be interested in."

"What could some old ram like you possibly offer me?" Spoiled rolled her eyes, not really believing what she was seeing. "Me who has everything she could possibly want in life?" Then she gritted her teeth and seethed with rage. "Well, except for a daughter who now refuses to listen to me because some pesky 'Crusaders'," She spat at the ground and hissed. "Poisoned her mind, making her believe that her social status in life means nothing."

Grogar flashed a fiendish smile as he explained. "What if I told you I could give you a chance to get even? To take revenge on all who have wronged you? After all, it isn't just those 'Crusaders' you mentioned that you now despise. You have a grudge to bear against all sorts of other creatures, don't you?"

The mare with strong opal eyes coldly replied. "Indeed I do, though unlike a certain chancellor I know better than to say such things aloud. Besides, all that talk about friendship is a bunch of hogwash. It never did me any good, Princess Twilight only made friends because she was the student of a princess herself. It's just my luck my daughter wasn't one of them until after she sullied my teachings."

Grogar's smile grew deeper. "Then, how would you like to join my army? My 'Legion of Doom'? We are planning to conduct an attack on Equestria in the near future, one that will succeed in ensuring Princess Twilight never assumes the throne. As one of our allies, you would reap the benefits from the new order."

Spoiled Rich reluctantly replied. "Let's say I was interested in your offer and believe what you were saying. What would you have me do?"

The old ram just instructed. "For now, simply hold onto that object you have in your possession so that we may speak again. And look for any way to get close to the princess and her friends. Our plans of success will be much greater if we have someone on the inside to feed us vital information about what Princess Twilight plans." And then the projection of him had disappeared as the skull ceased its sickly green glow.

Spoiled was now looking at said skull again just before she stepped into the classroom. "If I can get that vice headmare position, that'll be just the thing to help Grogar. And it'll ensure I can finally start correcting my daughter's behavior and way of thinking." She thought to herself, then put the skull away and entered the gym.

"Hey, where's Professor Egghead?" Gallus grumbled as several other students started mumbling. "Today was supposed to be gym day! We were gonna play buckball!"

"Well there's been a change of plans," Spoiled Rich sternly declared to the students. "I am your substitute teacher. This school is looking to officially hire a vice headmare. And fortunately for all of you lowlifes," She had to suppress the urge to frown. "Yours truly has decided to try out for the role. They asked me to substitute for one of your professors, and so I chose this class."

The blue feathered griffon rolled his eyes. "Whatever. Just make your lecture brief so we can have some real fun!"

Spoiled only scolded. "Young griffon..."

"The name's Gallus, not that it's any of your concern." Gallus snarled.

"Mr. Gallus," Spoiled continued. "It is rude to talk back to your elders like that. Wait until I'm finished talking before you speak to me, especially in such a rude tone of voice."

Yona stomped a hoof. "Yona not like this substitute. Substitute too mean."

"I'll just pretend I didn't hear that, Miss. Yona," The rich mare remarked with a faintly audibly hmph. "Now, if there are no more 'interruptions'," She paused for a moment and was satisfied when she heard no more remarks. "Please allow me to provide you with my loyalty lecture," She cleared her throat. "Obviously, loyalty is the foundation of friendship and trust. It is imperative that you know who you can trust and you can't. And nothing says loyalty like a big sack of bits. You'll find that it's much easier to win over others when you have something to yourself besides a name and reputation," Then she threw down an old, dusty and well worn book as she explained. "This book on business will teach you all how to earn your own. It's never too early to start learning how to fend for yourself."

The students all groaned in reply.

Spoiled pretended not to hear the groans of displeasure as she just smiled. "Trust me, you'll find business to be very educational and important. Now, let us begin with chapter one: Equity." But before she could say anything else, she was suddenly pelted in the face with several red colored rubber balls.

Starlight had seen everything, and she could only frown and tsk as she wrote down her observations and remarks.

Octavia and Doctor Whooves had no trouble with their substitutions, they stood in for the regular teachers in the subjects that they were right at home in: Music for Octavia and science for Doctor Whooves.

Octavia had brought her trusty cello along and played alongside the students. "Music can be a surefire way to cheer somepony up and make them smile," She explained to them. "And much like no two musical instruments are alike, no two friendships are exactly alike. There will always be something different with each friendship you undertake. Be sure to keep that in mind."

The students easily warmed up to the earth pony mare, and the only time she seemed to struggle even briefly was when Yona brought in an instrument she called a yovidaphone. Still, with a little bit of quick thinking, Octavia was able to work the one of a kind instrument into a musical composition that was very pleasing to the ears.

And Doctor Whooves proudly demonstrated one of his many contraptions, this one a rather complex set of valves, pipes, tubes and various other small things. It culminated in dropping a single drop into a beaker.

"Sometimes, science is the real magic!" The stallion proudly proclaimed, having captured the students' attention.

Sunburst took over the history course for kindness. But rather than teach from the assigned book, he opted to provide his own little lecture. "Kindness is all about second chances," He told the students. "And also about forgiveness. It means letting go of the past, to be willing to accept the apologies of others when they do wrong to us," Then he questioned. "How many of you know about Starswirl the Bearded?"

Sandbar was the first to raise his hoof, doing so in a very eager fashion! "He was one of the pillars of legend, the ones Headmare Twilight and her friends brought back from limbo."

Sunburst smiled. "Very good. Mr. Sandbar, was it?" Upon receiving a confirming nod he then continued. "Well, Starswirl and the pillars got sent to limbo trying to protect the realm from an evil called The Pony of Shadows. Except it turned out that it was a friend of theirs: A scholar named Stygian. And after Stygian was freed, the pillars realized their mistake in turning their back on a friend over a misunderstanding. Because they were willing to forgive and to atone, they were able to ensure that their friend was liberated from the darkness that once consumed him."

All the students were reduced to a respectful hush, none had ever heard such a story before.

As the glasses wearing unicorn stallion continued his lecture, he wasn't aware of his friend watching from afar and taking notes. But even if he had noticed, he wouldn't have minded. Sunburst truly felt like he was in his element here.

When the first stage of trials was completed, Starlight Glimmer retreated to her office to go over her written notes and make some decisions about who would stay and who would go. She had a small photo of each of the candidates, all resting at the bottom of the chart. Using her magic, she readily moved three of the photos up past the first section: The photos of Octavia, Doctor Whooves and Big Macintosh.

Starlight then consulted with her potted plant over her decisions, perhaps imagining that it was standing in for a qualified second opinion from a trusted source. "Okay, Phyllis. Obviously those three are moving on, it's no contest. But what about the rest?" She briefly looked over Spoiled Rich's photo before taking it off the chart and tossing it into a nearby wastebasket. "Mm-hmm. I think we're in agreement on this one. It was a long shot to begin with but I figured I should at least give her a chance."

That left only Sunburst's picture to decide upon. The unicorn mare gave it a lot of hesitation while looking across to her potted plant. "Yes, Phyillis," She sighed. "He did do a good job, I suppose. And it would be so nice to have a friend as vice headmare, or I guess headstallion in Sunburst's case," Then she hesitated as her lips started to quiver. "But... can I really justify elevating him? He just showed up and said he'd try out. We're friends, and I don't want anypony to think I'm keeping him on just because of that. I don't wanna be accused of playing favorites. I know there's still two more trials he has to go through and he could still drop out. But what if he doesn't? What if he makes it all the way through? What then? Can I really say he deserves the job over all the remaining applicants?"

Just then, the door to Starlight's counselor office opened and in trotted Spoiled Rich. Her face bore the brunt of impacts from several buckballs and she seemed to just barely be holding back her anger as she declared. "I can already see that my talents obviously won't be appreciated here," She remarked and snorted while swishing her tail. "I can read a room. I know when I'm not wanted. So you can forget about keeping me onboard for the rest of these silly trials. I want no part of this school! I'm going to stick to where my talents can do some actual good!"

"I was just about to inform you that you weren't going to be moving on," Starlight told the rich mare. "Still, I guess it saves me the trouble. Sorry it didn't work out for you, Mrs. Rich."

"No you're not. You're happy to see me go," Spoiled grumbled and rolled her strong opal eyes as she headed for the door. "I just know my daughter will hear of this humiliation, and she is sure to mock and taunt me to no end over this." She departed after slamming the door quite audibly.

Diamond Tiara opened the door a moment later. In contrast to her earlier state, she was now much more cheerful and full of life. "Sorry about Mother," She apologized in what sounded like a sincere tone of voice. "But at least she's gone now. I don't care who you pick to be vice headmare or headstallion. Any of the remaining candidates are good."

"Really? All of them? Even Sunburst?" Starlight Glimmer hesitantly questioned.

The headgear wearing filly nodded her head in firm approval. "Oh yes, definitely. I don't see why you're having any kind of second thoughts. So he's your friend? So what? If one of my friends was the best pony for something, I'd recommend them in a heartbeat. Besides, the students seem to like him. Isn't that a quality any good vice headmare or headstallion should have?"

Starlight remained silent for a moment, before she used her magic to move Sunburst's picture up with the other three candidates on the second section of the chart. "I guess there's no harm in keeping him onboard for now. Experience is what matters most."

Keeping up with Trixie's quick bursts of teleportation was a little more challenging than Twilight had anticipated, but still she managed. Imagine her surprise when the final teleportation brought her back into Ponyville proper.

"Had enough yet, princess?" Trixie taunted. She didn't show outward signs of exhaustion.

"Hardly!" Twilight grit her teeth. "I could do this all day if I had to! But I know you can't."

Trixie only laughed. "So you say, but perhaps you don't know Trixie as well as you think you do. The Great and Powerful Trixie never gives less than her best in anything! This duel is no exception!" Then without warning, she shot off a blast of magic from her horn!

Twilight quickly conjured up a shield spell to deflect the blast and waited to see what Trixie would do next.

The magician took notice of her opponent's defensive approach to the entire duel up to this point and frowned anew. "Why are you so afraid to go on the offense? Afraid you might hurt Trixie?"

"Aren't you afraid of that?" The young alicorn questioned as she maintained her shield spell, refusing to drop her guard.

The unicorn mare laughed. "Ha! Trixie isn't afraid! Trixie is prepared for any situation. She thought Princess Twilight would understand it takes more than a good defense to win a magic duel. This time, Trixie doesn't even need a magical amulet to be a match for you!"

"If you're trying to bait into an attack, it won't work!" The princess declared as she stood her ground. "I know all your tricks, Trixie. You can't fool me!"

"We'll just see about that, won't we?" Trixie replied as she lit up her horn and fired off another magic blast from her horn.

Twilight's response took the magician by surprise. The alicorn dropped her shield spell and countered with a blast of her horn, the two beams briefly clashing with each other as their casters seemed to be equally matched.

"Finally stepping up and going on the attack, are we?" Trixie seemed to taunt. "Well it's about time! But if you think this is going to be easy, you've got another thing coming!"

Meanwhile, Starlight Glimmer was greeting the four remaining candidates in the main hallway of the school, informing them all. "All right, remaining vice headmare candidates. Welcome to stage two! All of you are here because you performed well, and as such you've proven you are ready for your next challenge: Parent/teacher conferences!"

Some of the candidates whispered to each other for a bit, mostly wondering why such a thing was being assigned to them.

Sensing the concern, Starlight explained to the candidates. "The vice headmare or headstallion will need to be a master communicator: Not only for the students but for anyone that comes to the school. And I can't think of a better test of that than meeting with our students and their parents or guardians. Just like the previous test, you'll be standing in for our faculty, this time for a student of your choice." And she then sent them off to do just that.

Doctor Whooves smiled, confident of success as he said to himself. "I eagerly look forward to sharing my love of science with both progeny and progenitors! They shan't forget me any time soon!"

Octavia nodded as she too sounded confident of success. "Indeed. An orchestra is made up of different parts, and good communication is the key to harmony."

Big Macintosh simply said. "Eeyup." He was a little bit nervous about having to speak for the students after just getting to know them, but he didn't show it outwardly. With any luck, he'd get a student with parents or guardians he clicked with.

"Well, if that's what a good vice headmare or headstallion does, I shall try to do it," Sunburst declared. "I just hope I don't get stuck with Silverstream, just trying to explain things the last time she got into trouble was hard enough."

Not long afterward, the parent/teacher conferences got underway. And all who'd gathered were told about the substitutes that were "filling in" for the normal staff. None seemed to mind.

Octavia seemed to be almost at home with Ocellus, talking to both of her parents about the young changeling's progress. Though she did struggle with figuring out how best to explain things. "The way I see it," She said at last while tapping a hoof to her chin. "Life at the School of Friendship is like a song. Everyone here has a part to play. And although she may have started out singing her part pianissimo, Ocellus is now soloing fortissimo! Her voice can be heard loud and clear, and her progress speaks for itself."

"And that's good, right?" Ocellus' father inquired.

Octavia gave a bit of a nervous laugh. "Indeed. What matters most is that Ocellus continues to blossom and continues to excel in almost everything she applies herself to."

Doctor Whooves took a surprising shine to Yona even though at first glance one would've expected them not to click at all. The earth pony scientist was now proudly explaining to Yona's mother and father. "The science curriculum at this school is somewhat lacking, it's true. But Yona has taken to the subject like a yak to smashing! If fostered, I believe she could easily blaze a trail and expand our understanding of science itself!"

Yona just beamed with pride while her mother and father both shouted and stomped the ground in delight. "Yaks best! Yaks best! Yaks best!"

Big Macintosh wasn't having the same degree of success. He'd unfortunately found himself paired up with Silverstream, and only her father Skybeak had shown up. The problem was, Silverstream couldn't stop talking about anything and everything that had happened to her while at the school. And that left Big Macintosh in a position he dreaded, having to explain the young hippogriff's active nature (and imagination) as simply as possible.

"Go on, tell him!" Silverstream eagerly encouraged. "Tell Dad what a great student I've been and how much I've been learning about... well... everything!"

Sky Beak could only comment while looking at Big Macintosh. "I'm so confused. You're saying Silverstream is exuberant?"

"Um... eeyup?" Big Mac said as the stallion struggled to think of what to say. He didn't want to make it sound like Silverstream's chatty ways were a bad thing, even if they weren't necessarily a good thing. What could he say? What should he say?

"But didn't you also say she was enthusiastic?" Sky Beak questioned.

Again, Big Mac just answered. "Uh, eeyup."

The older hippogriff scratched his head with a claw. "Aren't those the same thing? I mean, I know I didn't write a dictionary and my own knowledge of this land is limited. I just wish I knew what you were trying to tell me. My daughter shouldn't be the one speaking up, especially if she's gonna go on talking about things to the point where I have no idea what she's saying."

"W-well..." The stallion began only to trail off in uncertainty.

"I mean, you could be trying to tell me she's unfocused, but then you might just be explaining that you appreciate her high energy," Sky Beak commented with concern. "Please, I just want to make sure I understand exactly what you're saying. So what are you saying?"

Despite his red coat, it was possible to see Big Macintosh's face turn a really bright shade of red. How could he explain things in a way Silverstream's father would understand?

Meanwhile, Sunburst was having his own problems with the one student whose guardian no one wanted to deal with: Grandpa Gruff. Just looking at the one eyed griffon was enough to tell that he didn't seem to be in a good mood. Still, the glasses wearing unicorn did his best to look presentable and keep a neutral expression upon his face. "Gallus really is a fine student. A bit of a prankster, maybe, but... well, I think his grades speak for themselves. They're not as great as they could be, but they're certainly far from the worst."

Grandpa Gruff just bitterly remarked. "Whatever. I don't really see why I have to come to these things. They're a waste of my time."

"Excuse me?" Sunburst blinked, hoping he'd misheard.

Grandpa Gruff folded his claws across his chest. "At least back in Griffonstone there's things to do while we rebuild."

"But don't you care about Gallus' well being?" Sunburst questioned. "Don't you want him to know you're proud of his accomplishments?"

The old griffon shook his head from side to side and coldly replied. "Gallus doesn't need to know I'm proud of him! And he certainly doesn't need me trekking all the way to Ponyville just to check on him! He ain't a hatchling anymore, he's old enough to take care of himself! When I left him here he became your responsibility, not mine!"

Sunburst could hardly believe his ears! "How can you say such things?! You're pretty much the only family he has left. Like it or not, your his guardian and that means you have to at least try to look after him!"

"Ain't my fault what happened to his parents. I was under no obligation to take him in," Grandpa Gruff coldly declared. "Sounds to me like he's happier here than he ever was in Griffonstone, which is fine by me. I did my part making sure he survived, the rest is up to him and anyone who wants to waste their time caring about him! Maybe some other griffon'll become his guardian. Unless he's planning to move back to Griffonstone and drop out of school, don't bother tellin' me anything about him."

The glasses wearing stallion felt something snap inside of him as he declared. "Well fine, Gallus deserves better than you anyway!"

The old griffon just wheezed. "Glad we finally agree on something. I'm out of here for good!" And he then unfolded his wings and flew away.

Sunburst gulped as he looked towards a rather downtrodden looking Gallus, who had tears in his eyes. "Well... that could've gone better," He declared, now racked with guilt over his behavior. "Sorry you had to hear that, Gallus."

Gallus wiped the tears from his eyes. "Whatever. It's not like I didn't learn from a young age what that old geezer really thought of me. Gilda and Gabby were more of a family to me than he'll ever be. And he's right, I don't need him anymore!"

"Maybe, but maybe you two should talk it out the next time you go back to Griffonstone," Sunburst suggested. "Or at least find a less cranky griffon to be your new legal guardian."

When the conferences were over a short time later, Starlight Glimmer again went back to her counselor's office to decide who would advance to the third and final stage. She was already certain of two candidates: Octavia and Doctor Whooves.

And it wasn't long before a third candidate took himself out of the running. Big Macintosh trotted into Starlight's office and quickly explained his reasons for dropping out.

Starlight nodded in understanding. "I really appreciate your honesty, Big Mac, and you're right. Parents expect a lot of detailed communication when it comes to their kids. And if you aren't comfortable with that, then vice headmare or headstallion probably isn't the job for you."

Big Macintosh sighed. "Eeyup," Then he added. "Always felt like I'm a better listener these days. So if there's ever a position where I don't have to talk much, I might consider applyin'."

"Well, somepony will have to fill my old role of guidance counselor," Starlight replied. "Sounds like you might be a good fit for that. I'll let you know when I decide if you're a good fit for the role." And she watched the stallion turn and leave.

Just like that, there was only one candidate left to consider: Sunburst. And now Starlight felt she had reason to be concerned about his qualifications. "It's not good for anypony to get into a shouting match with parents or guardians, even if Grandpa Gruff probably deserved to be told off for his lack of concern." She thought to herself, and began silently contemplating whether Sunburst too should be disqualified from further consideration.

Yet before the unicorn mare could really think about Sunburst and if she should keep him, the door to her office opened once again. This time, it was Spike who came in to talk to her. "Still haven't heard anything from Twilight or Trixie about the outcome of their duel," He reported. "I guess Trixie really was serious about having one final magic duel."

"Yeah." Was all Starlight Glimmer could say in reply.

Spike quickly noticed what was occupying the unicorn's thoughts as he looked over at the picture she held in her magic. "Sunburst, huh?" He questioned.

The reformed unicorn just commented with concern. "There wasn't any harm letting him stick around the first time, he behaved well and the students seemed to like him. But after what went down with Grandpa Gruff, can I really justify letting him stay for stage three? Even if Grandpa Gruff wasn't very nice, that doesn't mean Sunburst should've yelled back at him. If he's going to lose his temper like that, how he's going to react if he has to explain to another parent or guardian when a student does something wrong? I know quite a few who wouldn't react well to that news."

"I know you're worried about him, how you don't wanna seem like you're favoring him over the others," Spike remarked. "But I think he at least deserves a second chance. He made a mistake, but it looked to me like he regretted it instantly. I'm sure he knows better now. Besides, he's still got two other candidates he has to compete against and both of them seem to be doing just as well. Just because you let him stay doesn't mean you're obligated to pick him. What matters most is whoever is the most qualified after the final stage, right?" And he added with a smile. "Sunburst seems to me like he's just as qualified as the others."

Reluctantly and hesitantly, Starlight used her magic to move Sunburst's picture up to the third section of the chart, joining the pictures of Octavia and Doctor Whooves. "Well, I guess the only thing left to do is to initiate stage three: Put together a field trip. The vice headmare or headstallion-to-be will have to prove they can juggle educational concerns while also ensuring the students enjoy themselves," Then she said to Spike. "I just hope I'm not making a terrible mistake," She sighed and put her down to her desk. "Oh, I wish Twilight was here right now. I'm sure she'd know what to do."

The clash of beams ended abruptly as Twilight and Trixie both sized each other up, as if daring the other to make the next move.

"Trixie, please! This has gone on for long enough!" Twilight desperately demanded of the magician. "You've proved your point, haven't you?"

But Trixie only furiously replied. "This duel only ends when Trixie says it does and not a moment sooner! So unless you wanna throw in the towel, Princess Twilight, stop wasting your breath! Trixie knows you're still holding back!"

"Because if I don't you won't last five seconds," Twilight insisted. "Please. End this now and we can both walk away with no regrets."

Trixie only responded by charging up her horn again. "Never! The Great and Powerful Trixie will never give up!"

Twilight Sparkle effortlessly deflected the beam of magic with her own horn. But after doing so she noticed Trixie appearing to run away. The alicorn wasn't about to let that happen! She knew that if she could catch Trixie and pin her down, the magician would have no choice but to surrender. And that would be a sure fire way to end the duel, especially with how long it was taking.

So Twilight chased after Trixie, all the while preparing for a teleportation spell to get ahead of the unicorn and cut her off by catching her by surprise.

But then suddenly, with a smirk, Trixie diverted from her usual path and instead rushed towards what appeared to be her wagon.

Twilight, suspecting nothing, followed the magician inside. "Perfect! She'll have nowhere to run!" She thought to herself as she anticipated the end of the magic duel.

However, upon entering the wagon, Twilight was surprised by a smoke bomb that obscured her vision! When at last the smoke settled, the young alicorn could hardly believe her eyes! Dozens of Trixies surrounded her on every side!

"That's right, Princess Twilight," The Trixies all laughed in unison. "You face your worst nightmare! Can you figure out which of us is the real Trixie?! Or will you be zapped into next Tuesday?!"

The princess immediately charged up her horn and shot off a blast of magic at the Trixie right in front of her. But it only succeeded in shattering glass, revealing the Trixie she'd seen to be nothing more than a reflection in a mirror.

The other Trixies just laughed. "Close, but not quite. You'll have to do better than that."

And while Twilight was now desperately searching for any way to tell the real Trixie apart from the fakes, the third and final stage of Starlight's try out process for an official vice headmare was getting underway.

Octavia was the first one up for consideration. Her field trip involved taking the students to a local concert hall, even arranging for them to have VIP seats. "You're all in for quite a treat," She said with a wink. "I happen to frequent this venue during my performances. And I've arranged for a private concert just for all of you. It'll be like nothing you've ever seen before." She then retreated behind a current as the lights dimmed.

Gallus yawned, a fact that did not go unnoticed by Starlight as she asked with a knowing smile. "Not looking forward to the performance, huh?"

The blue feathered griffon yawned again as he replied. "Look, I know Miss. Octavia loves music, but a field trip to a classical music performance isn't my idea of an exciting time."

Just then, however, the currents parted. Octavia strolled out onto the stage with her cello, and accompanied by a a white coated unicorn mare the same size as her. This unicorn had a cobalt blue mane and tail with cyan stripes, both of which were cut short in a buzz cut. It was impossible to see her eyes though, because the unicorn had them hidden behind a pair of shades with dark purple lenses.

Suddenly, the sound of cello playing became mixed with loud dubstep, impressing all who heard it! Even Gallus proclaimed in near speechlessness. "Okay! I take it back!"

Doctor Whooves' field trip was nowhere near as grand as Octavia's, he took the students on a tour of his basement lab. It was cluttered with beakers, test tubes, strangely colored liquids in vials or containers, and a lot of different clocks. But he still proudly lead the way through it while telling the students. "When I heard we'd be arranging field trips, I knew right away I wanted to take you all to my lab. Just don't touch anything, spill anything or drink anything unless I tell you, and you'll all be just fine."

Smolder plugged her nose. "Ugh! This place is so dusty and smelly!"

Doctor Whooves blushed a bit. "Sorry, haven't had time to clean up. Besides, sometimes science gets a little messy, just like life," Then he grabbed Smolder by the claw. "You'll make an excellent volunteer. I can think of no better trip than one through the quantum field! I am referring to time travel of course!" He proudly led the orange scaled dragon to a small wooden chair that looked like she'd just barely fit into. "This is what my scientific pursuits have been leading me to: A temporal transportation device!"

Smolder sat down as a strange helmet with flashing and blinking lights was lowered onto her head. "A chair? Really? I don't see what the point of this is."

Doctor Whooves only replied by pulling out a pocket watch. "Just relax and take a few deep breaths. It'll be over soon," He began counting the seconds. "And three... four... five... Congratulations! You are now five seconds into the future! You see, we are all already time travelers! Isn't that lovely?"

Smolder got up from the chair as the dragon rolled her eyes. "Well, that's five seconds of my life I'm not getting back. What next?"

The stallion nervously replied. "Oh. I actually hadn't thought that much beyond this. Sorry."

Smolder just rolled her eyes.

Sunburst was now the only candidate left who had yet to take the students on a field trip. To the surprise of them all, he showed up in one of their classrooms and told them. "I hope you all enjoyed your previous field trips. Now, I want you all to get ready for a field trip the likes of which you've never seen before!"

Yona was the first to ask. "So, where Yona and friends going now?"

Sunburst smiled. "Glad you asked, Yona. This isn't going to be like a normal field trip where you go somewhere."

"So... not field trip?" The young yak questioned.

The glasses wearing stallion simply stroked his goatee as he declared. "Au contraire. I thought about taking you all somewhere, but I'm not exactly familiar with any locations here in Ponyville. Then it dawned on me: Instead of taking you on a field trip, I can bring the field trip here to you!"

"Ooh!" The students all exclaimed in amazement as they watched Sunburst light up his horn.

Suddenly, there was a poof of magic, and an entire section of what could only be described as swamp land appeared: Complete with trees, a pond and lots of grass and weeds.

But just as the unicorn with a cape was prepared to bask in the praise of the students, the air was suddenly filled with an ominous, angry buzzing sound.

"Uh, is that a part of the field trip too?" Silverstream nervously asked as the buzzing grew louder.

Sunburst's eyes widened in horror as a terrible realization struck him! He immediately leapt to his hooves and shouted at the students! "All of you, get out of here, now! Get to safety!" And he hurriedly lit up his horn again as his eyes drifted towards the ceiling.

"But Mr. Sunburst-" Sandbar tried to protest.

The stallion simply gestured a hoof to the door! "-Go! NOW!" And the urgent tone of his voice, combined with the sound of not only buzzing but also electricity crackling was enough to make the students heed his command. They all ran out of the classroom as fast as they could, some screaming at the top of their lungs!

Now alone in the classroom, Sunburst raced to shut the door so that the source of the buzzing couldn't escape. "Sorry for disturbing you, but I won't let you hurt the students because of my mistake!" He frantically insisted as he stood at the door, horn at the ready!

There came a series of sharp crackles of electricity, followed by several zaps of magic! Then a loud boom shook the ground within the sealed off classroom!

Having heard the disturbance, Starlight Glimmer quickly teleported to the scene of disaster! And she saw a sight she almost couldn't believe!

A now empty hive rested on the floor, having fallen off a tree branch and broken open as a result. A huge impact crater could be seen not too far away, along with several scorch marks on the ceiling and walls. All of the windows had shattered from the impact of the explosion, leaving glass shards scattered along the room's east side.

And standing in the center of all this chaos was a battered looking Sunburst. His glasses had been knocked off his face and hung crookedly on his snout. His cape had been torn in several places, now exposing his cutie mark and several sting marks. His face and upper body were covered with soot and black scorch marks just likes the ones on the ceiling and walls. In short, he was a mess.

"Sunburst!" Starlight exclaimed as she rushed over to him! "What happened?! What did you do?!"

Sunburst could only look at the ground in shame. "I teleported a patch of swamp land from Hayseed Swamp in even though I meant to teleport in a piece of land from Froggy Bottom Bog. I didn't realize my mistake until I saw the hive. That's when I knew."

"Flash bees!" Starlight realized in horror! "Sunburst, what were you thinking?! Someone could've gotten hurt!"

"That's why I knew I had to get the students out of here. I didn't want them to be put in danger because of me," The stallion reluctantly admitted. "It took everything I had to drive them off," He looked around as he slowly lifted his head. "Seems I made quite a mess of things in the process," And he quickly apologized. "I'm sorry, Starlight. You trusted me, and I let you down," He let out an unhappy sigh. "Can't imagine I'd make a good vice headmare or headstallion after a performance like that. Guess it was silly of me to think I could compete against Ponyville's best." And without saying another word, he trotted off in shame.

Diamond Tiara and Spike came upon the scene a moment later. And Diamond was the first to ask. "What was all that just now, Miss. Starlight? And where's Mr. Sunburst? Is he okay?"

Spike then noticed the flash bee hive that lay upon the ground. "He didn't."

But the reformed unicorn mare could only nod. "He did. The good news is, he got the students to safety."

"So what's the bad news?" Diamond questioned. "How come Mr. Sunburst isn't here?"

"Because he put the students in danger," Starlight reluctantly replied. "I can't overlook that," She hung her head in shame. "It's just as I feared, keeping him onboard was a mistake. If I'd just let him go after the second stage, none of this would've happened."

Spike was quick to put his claws on his chest as he angrily locked eyes with the unicorn. "So, you're just giving up on him because of that?! You're not even going to make sure he's okay?! He's still your friend, isn't he? Shouldn't you at least check up on him before you formally dismiss him?"

Realizing her mistake, Starlight quickly spoke up! "I have to go! I just hope I'm not too late!" And she rushed to catch up to Sunburst, much to the surprise of the students.

Twilight was having no luck at all in finding the real Trixie. Every time she tried to look for a clue, she either couldn't find anything or just blasted away another projection.

All the while, the remaining Trixies just continued to fire off spells in every direction. And when they weren't doing that they were laughing and taunting their opponent. "What's wrong, princess? Have you finally given up and accepted that The Great and Powerful Trixie is better than you?"

"Never!" The young alicorn replied, only to end up having to dodge another bombardment of spells. It was clear to her that unless she could find the real Trixie soon, she probably wouldn't be able to keep her defenses up much longer. And then one good blast would be all it would take to bring her to her knees.

It was then that the alicorn with a light purple coat finally remembered something, something she'd been taught a long time ago. "I just need to stay calm to make the right decisions." She thought to herself and took some deep breaths, shutting her eyes and tuning out everything else.

The Trixies watched this display and taunted. "Giving up, princess?"

Twilight didn't reply. She had shut out the taunts, the jeers and the remarks. She was instead focusing her efforts on something that had caught her attention, and the alicorn started to light up her horn.

Suddenly, light filled the entire interior of the wagon, revealing an impressive display that had been set up specifically to trap unsuspecting ponies in a hall of duplicates.

"Uh-oh." Was all that the Trixies had time to say before the real one started to make a desperate run for it, now having been exposed.

But Twilight wouldn't let the magician run away. She quickly teleported in front of the unicorn and tackled her to the ground. "Do you yield?" She questioned as she locked eyes with her opponent.

Reluctantly, Trixie agreed. "...Yes. I yield."

The young alicorn princess sighed in relief. "Finally!"

As Trixie slowly got to her hooves again, the magician bitterly and furiously complained. "It's just not fair! Why can't I ever be better than you, Twilight?! Why do you always have to be so far ahead of me?! You are the only one who's ever bested Trixie at something."

"If you're referring to that Ursa Minor incident, it was never my intention to make you look bad," Twilight replied with a shake of her head. "I never considered us rivals, Trixie. I never felt like I had to prove anything."

The magician grumbled. "And yet you did. Stage magic was the only thing I could ever top you in, and it wasn't even a contest. And now," Her frown looked like it was just barely staying on her face. "Now you're going to be Equestria's supreme ruler. How am I supposed to compete against that? Whether you admit it or not, you thought you were better than me. You got sloppy."

Twilight nodded. "Maybe a little, Trixie. Our duel was a wake up call that I need to keep my magical skills sharp, and not just for spells or for levitation," She then smiled. "I'm impressed you could hold your own against me, even if I wasn't using my full power. You've come a long way, Trixie," She somberly stated. "You have friends now, real friends. Ponyville is practically your hometown. And regardless of what's going to happen to me or to Starlight, you still have your talents as a magician."

Trixie was silent for a moment, before she tipped her hat and bowed her head. "I see that now," And then she declared. "I guess there's really nothing left to do but to go back and see how Starlight's fairing. Even if she's taking over your school, she's still my great and powerful friend."

Twilight nodded again. "Indeed. We've had an unofficial rivalry for a long time. And I think it's time we put this to bed once and for all." And she teleported away mere seconds after seeing Trixie do the same.

The final magic duel had been settled.

Sunburst had only just now found time to re-adjust his glasses and clean himself up. He was relieved that his glasses hadn't broken, and he was sure that he could find a tailor to repair his tattered cape. But shame was still with him. Here he had been hoping to maybe find a new calling in life, maybe become closer to his childhood friend. Yet all he'd managed to do was make a fool of himself in the worst way possible.

"Why did I think I can teleport land into a building?" The stallion thought to himself as he stood on the platform at the train station, waiting for a train that would take him away from here. He didn't even care if he came back to the Crystal Empire a little early, he'd just tell Princess Cadence and anypony else who wanted to know that it hadn't worked out.

The glasses wearing stallion with a goatee was just wondering how he might manage as a new apprentice to Starswirl the Bearded or even assisting Stygian, when suddenly his ears picked up a faint sound in the distance. It wasn't the sharp whistle of steam from an arriving train, even as the sound grew louder by the second. "-Burst? Sunburst?!"

Reluctantly, Sunburst swung round and his eyes looked up in time to see Starlight Glimmer frantically rushing up to him! "I'm sorry about earlier!" She quickly apologized while panting. "I didn't even check to see if you were okay. I mean, obviously you weren't completely okay, but you know what I mean."

Sunburst could only reply. "I appreciate your concern, but you don't have to worry about me. I'm more than capable of taking care of myself. Obviously, I'm not as gifted as you are when it comes to magic."

"What you did back there was wrong, but it's not like you never cared!" Starlight protested. "You got the students to safety before you worried about yourself. Just like with the other stages, you were trying to put the students first."

"I fail to see where you're going with this," Sunburst frowned. "Please, just let me go back to the Crystal Empire while I try to figure out what I'm going to be doing with my life."

Starlight refused to let the stallion leave. "Look, you must understand. I wasn't even sure I could justify letting you stay past the first stage. I was afraid that if I did I'd be accused of showing favoritism to you because we're friends," And she desperately tried to explain. "But I compensated too much in the other direction. By trying my hardest not to give you special treatment because of our friendship, I started looking for any reason not to hire you. And that's not what I should've been doing. I should've been looking at your positive traits, not just your negative ones."

The glasses wearing stallion could only reply. "You were doing what you thought was best for the school, especially since it was going to be your school. You shouldn't doubt yourself over making the right call."

"Except it isn't the right call!" The reformed unicorn mare desperately pleaded in protest. "In each stage you displayed outside the box thinking. Maybe it didn't always work out, but no one ever got hurt. Any good teacher, vice headmare or other kind of school faculty should have that kind of quality: An ability to consider options others might not. And most importantly, they should always want to put the students ahead of their own interests. That's what you're doing now."

"But what about the other applicants? I'm pretty sure Octavia did a better job than me, I heard the students singing her praises after that field trip," Sunburst glumly commented. "And there's no way I could match Doctor Whooves when it came to explaining Yona's progress to her parents."

Starlight Glimmer explained. "Even they made mistakes. Didn't you hear Octavia when she talked to Ocellus' parents? It took her a moment to realize her long winded, musical explanation wasn't what Ocellus' parents needed to hear. And Doctor Whooves' idea of a field trip certainly didn't impress the students. They made mistakes too, Sunburst. And I think it's clear that, as good as they may be as a vice headmare or headstallion, they'd be better off as teachers. I'm not saying this because we're friends, I realize that you really are the best pony for the job."

"You... really want me to be vice headmare, or I guess headstallion in this case?" Sunburst inquired as he slowly found himself letting go of his guilt.

"If you want to," Starlight insisted with a smile. "I think the students would really benefit from having you around. But it's not my decision to make, it's yours. If you really think your talents would be better suited elsewhere, I'm sure I can find somepony else to work under me at the school."

Putting a hoof to his chin, the goatee'd stallion pondered the proposal for a moment. Then at last he said to his friends. "Well... I guess I could at least give it a shot, for the students' sake."

Starlight happily smiled and hugged Sunburst as she told him. "That's all I can ask for, Sunburst. That's all I can ask for."

"But what about your old post as guidance counselor?" Sunburst questioned as the thought struck him.

The reformed unicorn mare said with a wink. "I already have a candidate in mind that I'm positive is qualified. And I think I know another friend who I could find a job for at the school."

"You're talking about Trixie, aren't you?" Sunburst inquired.

Starlight nodded. "Uh-huh, and maybe Maud Pie too. After all, the school is going to need more teachers. Twilight's friends can't do everything by themselves, even if they're not ascending to the throne with her."

Sunburst blushed. "Well, I'm honored to work with you, Starlight. And for however long it lasts, I think we'll get along just fine."

The unicorn with a grayish-purple coat nodded. "You'll make a fine vice headstallion, Sunburst. I'm sure of it. I guess it's not always a bad thing to work with friends if your friends are qualified." And she then led her newly chosen vice headstallion away.

Author's Note

And so, with this chapter, I close the door on yet another rewrite volume. This chapter makes it my longest in terms of words, surpassing my previous record of one hundred and twenty nine thousand words (more or less) all the while back in Volume 4 five years ago.

The problems with the original episode here are almost entirely related to Trixie and the way she was written. She reacts to the news of Starlight creating an official vice headmare for the School of Friendship (which further seems to make it look bad if the pony equivalent to a vice principal or vice headmaster has never been filled up to that point) like she's entitled to it just because she's Starlight's friend. She proceeds to demonstrate how completely unqualified she is, yet she refuses to take even the most obvious of hints that she's not gonna get the job if she doesn't change her ways.

Then, just like every StarTrix episode since Season 7, it's Starlight who has to apologize even though once again she rightfully berates Trixie for her behavior and yet the episode treats her as in the wrong. And then the episode ends not only by introducing Sunburst completely out of nowhere, nullifying the intended message about nepotism, but also effectively rewards Trixie by letting her take over Starlight's old job as guidance counselor despite being arguably even less qualified for that post.

To fix those problems I decided to change the focus of this episode to concentrate on Trixie having one final magic duel with Twilight. And meanwhile, Sunburst is introduced much earlier in the episode instead of just at the very end.

In regards to Spoiled Rich and what I wrote about her here, it actually ties into my rewrite of "Growing Up is Hard to Do" which I made a bonus chapter in my previous rewrite volume. And on the subject of Diamond Tiara being mentored by Twilight and Starlight, that is something I've rewritten since my expansion of "Celestial Advice" into a two parter back in Volume 7.

~~Friendship is Magic Parts 1 and 2~~
~~Secret of My Excess~~
~~MMMystery on the Friendship Express~~
~~Sleepless in Ponyville~~
~~Wonderbolts Academy~~
~~Amending Fences~~
~~Every Little Thing She Does (Redo)~~
~~The Apple's White Lie (Where The Apple Lies - Redo)~~
~~To Where and Back Again, Parts 1 and 2~~
~~Horse Play (Bonus Chapter)~~
~~Trixie's Last Stand (A Horse Shoe-In)~~

S1 E1: Friendship is Magic, Part 1: Mare in the Moon (What If?)

Once upon a time, in the magical land known as Equestria: There lived two regal and royal sisters that ruled the great kingdom together. The two created harmony and balance throughout the land and were revered by all.

To achieve this harmony, the sisters had their own responsibilities that they tended to both day and night. The elder sister used her alicorn magic to raise the sun every dawn and lower it every evening. The younger sister did the same with the moon every night and every morning. Thus, the two sisters created a sense of calm and peace for them and for all their subjects, all the different types of ponies.

However, as time went by things changed. The younger sister began to grow resentful. She saw how the ponies relished and played in the day that her elder sister brought forth, yet many of them seemed to shun and sleep through her beautiful night. It didn't seem fair. And her elder sister failed to recognize the warning signs, convinced that it would pass and things would return to normal. Alas, they did not.

One fateful day, it all came to a head. The younger sister refused to lower the moon to make way for the coming dawn. Her elder sister pleaded with her, but alas it was too late. Other forces had worked their way into the younger sister's heart, feeding off her bitterness. And it was that bitterness in the young one's heart that transformed her into a wicked mare of darkness: Nightmare Moon!

Nightmare Moon vowed to block out the sun until her subjects were starved into submission, made to appreciate the beauty of the night above all else. The elder sister knew she was no match for Nightmare Moon on her and could not bring herself to fight against her own sister, who she suspected resided somewhere deep within the wicked mare. So it was that, reluctantly, the elder sister turned to the one thing that could defeat this evil force: The Elements of Harmony.

Harnessing the elements and wielding their magical powers, the elder sister defeated Nightmare Moon and banished her permanently to and within the moon. Then the elder sister reluctantly took over her little sister's responsibilities, assuming control of both the sun and the moon. Thus, harmony has been maintained in Equestria ever since.

"Well, Twilight Sparkle? What do you think of the story? Have you learned something from it?" A voice inquired. Said voice belonged to a pony known as an alicorn, defined by having the wings of a pegasus and the horn of a unicorn. This alicorn had a coat of majestic white and she was known to tower over other ponies due to her size. This was reflected in her long, flowing mane and tail that had shades of light blue, light green and light pink. Her eyes were a pale, light grayish pink that sparkled with years of wisdom (and regret). And her cutie mark emblazoned on her flanks depicted the sun, the very sun she was responsible for raising every day.

In short, the pony who was speaking was the very ruler of the land of Equestria and the elder sister in the legend she had just been referring to: Princess Celestia. She smiled, looking down at a unicorn with a light purple coat, a dark blue and moderate purple mane and tail that were bushy and sported a pink, skunk-like stripe in the middle. Her eyes were a slightly darker violet shade of the same purple color as her mane and tail, and her cutie mark was a pink colored six pointed star. Surrounding said star were a series of five smaller stars all colored white. This was the "Twilight Sparkle" Princess Celestia was speaking to.

The young unicorn had been listening intently ever since she'd been summoned to meet with the princess. Despite the fact that she was the official student of Princess Celestia, Twilight Sparkle still rarely met with her teacher. This was the first time in ages she could recall being summoned for an audience of one with the alicorn. So it was that Twilight was deep in thought, thinking about something. "I think I have," She said at last while looking at a stained glass window depicting Princess Celestia's alleged battle with Nightmare Moon. "I've learned that your reign is not an easy one. Sometimes, tough choices have had to be made."

Princess Celestia seemed to nod ever so slowly. "That is a very important thing to have picked up, Twilight. But that is not the reason why I told you this story," She then stood up and trotted over to her student, putting a hoof around her. "You are a truly gifted student. But there's more to my story than meets the eye. Do you know what it is?"

Suddenly, while gazing at the stained glass display, something "sparked" within Twilight's mind as her eyes began to glow. "I...think I've heard of this before, somewhere. The Elements of Harmony, that term is familiar to me somehow. But why?" She turned to the alicorn. "Should I have been more prepared for this meeting? Should I have been taking notes?"

Celestia relaxed her gaze and appeared to smile ever so faintly. "No, Twilight," She said in what sounded almost like a giggle. "But you are on the right track. The Elements of Harmony are important to what I've told you before."

Twilight then declared. "Well, I'm sure I could find out where I heard that term before. I swear I read it about in a book once, but I've read so many books new and old alike that I can't remember which one it might be."

The sun princess simply turned away from the display. "I wish I had time to help you narrow down your search, Twilight," She let out a sigh of regret. "Alas, you know I'm going to be very busy these next few days."

Fortunately, Twilight immediately vowed! "Don't worry, Princess Celestia! As your faithful student, I will not let you down! I'll track down that book about the elements and report my findings to you as soon as I can!" And after saluting her mentor, the unicorn gathered her belongings into two saddlebags marked with her cutie mark and took off! All the while, the term "Elements of Harmony" continued to nag at her.

Little did Twilight Sparkle know where her search would lead her. Little did she suspect that she was about to embark on what would be a life changing experience for her, one that would teach her a lesson she would remember for the rest of her life.

It wasn't long before Twilight had left the castle grounds! She was rushing off to the first location she could think of to do some research. And as she was trotting along, she kept thinking aloud about that which nagged at her brain constantly, refusing to leave her alone. "Think, Twilight, think. Where have I heard those words before? Where did I read about them?"

But suddenly, the unicorn was stopped in her tracks as she saw a trio of three other unicorns in the path in front of her. She was struggling to remember their names despite the fact that she knew she had interacted with them several times before.

These three unicorns consisted of (in order from left to right from Twilight's point of view): A cornflower blue coated unicorn with a bushy blue and bluish-white mane and tail that looked like toothpaste, eyes a sparkling shade of blue and a cutie mark depicting an hourglass. A whitish-gray coated unicorn with a somewhat curly pink mane and tail, arctic blue eyes and a cutie mark depicting three light blue stars. And a lemon yellow coated unicorn with the same curly mane and tail but moderate to light shades of light blue in color, raspberry pink colored eyes and a cutie mark depicting three hearts (two were blue and one was green).

The whitish-gray coated unicorn in the middle was the first to speak up. "Oh, there you are, Twilight! We were just about to come looking for you," And without bothering to wait for a reply she added. "Moondancer's having a little get-together in the castle's west courtyard. Whaddya say? Interested? All our friends are gonna be there."

Whatever temptation Twilight might have had to go to such a gathering with her fellow unicorns, it was not strong enough to overcome her nagging question in the back of her mind. After looking to her books for but a second she said to the mares. "Oh, terribly sorry, girls. I'd love to come, really. But... you know me, I've got a lot of studying to catch up on. Er... tell Moondancer I said hello." And she rushed away without another thought.

The same mare who had just spoken to Twilight groaned, looking across to the ones on either side of her as she remarked. "I know she's the princess' student, but does that pony ever do anything but study? I think she's more interested in books than friends." And the other mares reluctantly nodded their heads in agreement, it seemed Twilight would be a no-show for Moondancer's party.

If Twilight heard what the others had said, she paid it no mind as she continued her headlong rush! Soon, her destination came into view: A huge tower where the door was all the way up beyond a winding staircase. This tower was the place the studious unicorn called home. Far removed from the hustle and bustle of Equestria's capital city.

Twilight lit up her horn, producing a light purple glow around the doors as soon as she reached them. She flung them open with ease and in dramatic fashion! Normally, she wasn't one to make a scene, but she had no time for pleasantrees if they were going to delay her search. "Spike?!" She called out as she came inside, only to receive no reply. "Spi-ike! Spike?! Where are you?!"

"I'm right here, Twilight! You don't have to yell!" Came a somewhat masculine voice. The owner of said voice soon revealed itself in the form of a small dragon that came up to roughly the same height as Twilight. Said dragon had a mulberry pinkish-purple coat, a light green colored underbelly, lime green ear fronds, green scales and matching green eyes.

"Sorry, Spike," Twilight apologized to the little dragon. "But this is urgent, I need your assistance," Then she noticed something behind Spike's back. It looked like a present, albeit a somewhat crumpled and dented one. "Hey, what have you got there?" She questioned, noticing a box with red wrapping paper and a yellow colored bow.

Spike produced the battered present as he explained. "I was working on this when you came barging in and shouting, I dropped it by accident," Looking a bit ashamed he added. "It was supposed to be a gift for Moondancer, but..." His lips morphed into a pronounced frown.

The unicorn frowned in reply. "Oh, Spike. You know we don't have time for that right now!"

"But we're on a break, the Summer Sun Celebration's coming up!" Spike protested. "We promised Princess Celestia we'd take it easy."

The mare could only shake her head as she knocked aside some books. "Well, things change. I'm doing a little bit of research, and I need your help. I'm trying to find a book about The Elements of Harmony," She put a hoof to her chin. "I swear I read about them somewhere once, but where could it have been?!"

The little dragon responded by going over to a ladder pressed up against several shelfs of books. "I think I know what you're looking for. You told me specifically to remember it so you could come back to it later, but later never came," He clambered up the ladder and pulled out a book with a somewhat worn brown covering. On the front was depicted a golden pony head not unlike that of Princess Celestia. "Predictions and Prophecies. That's the one, right?"

Twilight's eyes lit up like stars in the night sky as the realization struck her! "Yes! That's exactly it! Thank you, Spike!" And without waiting for him to climb down and give her the book, she used her magic to pull it over to her (though in the process she knocked Spike to the floor as he fell off the ladder. Fortunately, he wasn't hurt). She then placed the book on a small stand near a window, opening it up and scanning through the pages with the soft, light purple glow of her magic. "Alright, now where was it? Elements, Elements, E, E, E... Aha!" The mare quickly found what she'd been looking for and read aloud. "See Mare in the Moon?"

"What? That's just an old mare's tale," Spike retorted as he headed back to the ladder. "Isn't it?"

Twilight didn't answer, she was too busy flipping over to the corresponding page in the "M" section of the book. Soon, she had found the page that mentioned the "Mare in the Moon" and she read aloud: "Myth from olden pony times. A powerful pony who wanted to rule Equestria in a state of unending night, defeated by the Elements of Harmony and imprisoned within the moon. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal," Upon reading this, the mare gasped in horror! "Spike, do you know what this means?!"

The little dragon reluctantly answered. "I'm guessing we aren't going to that party for Moondancer?" And he received confirmation in the form of a nod from the mare he'd been working alongside for years. He let out an unhappy sigh. "Why did I get my hopes up?" Then he grabbed a scroll and a quill, he knew what was coming.

"Ah, good, you're all ready," Twilight smiled and instructed. "Spike, take a letter, please! And send it to Princess Celestia, it's urgent!"

Spike gave a small salute. "Can do." And he readied himself to write down whatever Twilight dictated to him.

Twilight looked briefly to a huge hourglass nearby, before turning back to the book she'd just read as she began to prattle on about what she wanted her letter to mention: "My dearest teacher, Princess Celestia, my continuing studies of pony magic have led me to discover that we are on the very brink of disaster. If we do not act soon, something really bad will happen! For you see, the mythical Mare in the Moon is in fact the evil Nightmare Moon, and she's about to return to Equestria, and bring with her eternal night! Something must be done to make sure this terrible prophecy does not come true. I await your quick response."

"Not so fast, Twilight!" Spike protested. "I can't write all that down so quickly! Give me a minute!"

"Well, just make sure the letter says something like that," Twilight firmly instructed. "And you know how to end it: Your faithful student, Twilight Sparkle."

The little dragon obeyed, finishing up the letter after a bit of careful claw writing. "Okay, it's all done."

"Well?" Twilight asked him as she saw the finished letter resting in Spike's claws.

"What?" Spike blinked.

Holding back a groan, Twilight instructed. "Send it to Princess Celestia already!"

"Okay, but don't get your hopes up for a quick reply. You know how busy she is right now." The little dragon cautioned, before he took a deep breath. He encased the letter in sparkling green flames. But instead of burning the scroll to ash, it instead whisked the whole thing away in a swirl of light purple magic.

The studious unicorn wasn't bothered at all by what Spike had just told her. "She needs to know about this, Spike! The Summer Sun Celebration is the longest day of the year, and that's practically tomorrow! Besides, the princess trusts me completely. I am her faithful student after all. In all my years of studying under her, never once has she dismissed anything I've had to say. I'm sure she'll agree that we need to take action right away!"

Just then, Spike happened to belch up a scroll with his flame breath. He unfurled it and examined it carefully with his green eyes, before he started reading aloud: "My dearest and most faithful student Twilight. You know that I value your diligence and that I trust you completely. I'm glad to see you found the answer to your earlier question. But..."

Twilight spun around, she didn't like the sound of that at all. "But what, Spike?"

Spike simply continued to read aloud: "But you simply must stop reading those dusty old books! They're not good for you!"

Twilight Sparkle was speechless! Her mentor had just told her that her research was wrong, that she had been wasting her time! It couldn't be true!

Alas, it was. There was no denying the words that were written on the scroll. And as if things didn't already seem bad enough for her, worse was to come.

Mere hours later, pony and dragon were being flown through the sky in a yellow colored chariot pulled by two white coated pegasi with blue eyes, both of them clad in shining golden armor. All the while, Spike was reading through the rest of the scroll even though Twilight had long since stopped caring about what else there was to say: "My dear Twilight, there is far more to a young pony's life than just studying, so I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location: Ponyville."

"Just great." Twilight mumbled to herself.

Spike just read on: "And, I have an even more essential task for you to complete, my faithful student: Make some friends! Real friends!" Then he put down the scroll and looked across to Twilight. "Cheer up, Twilight. The good news is, Princess Celestia's made arrangements. You'll be staying in the Golden Oak Library. Isn't that nice?"

The disgruntled unicorn just snorted. "It would be, if it weren't for the fact that I know I'm right! So why doesn't the princess believe me? Why does she think I'm worrying about nothing?" She then decided. "I'll check on the preparations as quick as I can, then I'll go to that library and look for proof of Nightmare Moon's existence! That's the only mistake I made in all of this, I need actual proof besides just a legend in an old book."

"But what about the other thing? Making friends?" Spike inquired as the town of Ponyville came into view. It was quite a lovely place, surrounded by lush, green hills on either side. There was also a windmill whose blades rotated in a gentle breeze, a gazebo like building in the center of town, and all sorts of charming little houses. To say nothing of what appeared to be an old barn and a farmhouse next to it, or a bakery whose roof seemed to resemble gingerbread.

Twilight flicked her tail in response. "That's one task I'm not gonna be able to complete, I don't see how she expects me to make friends at a time like this," She proceeded to groan and sigh. "Still, I am her student, and I'll do my royal duty as best I can. But I will say this: The fate of Equestria does NOT rest on me making friends. I swear it," Mere seconds later, the chariot descended into town and came to a halt. Twilight and Spike jumped out as Twilight thanked the guards for their service. "Thank you, sirs. You're dismissed."

"Yes, ma'am." The guards saluted and took off with the chariot.

Spike wasn't about to let Twilight weasel out of her assignment so easily. "Maybe the ponies of Ponyville have interesting things to talk about," He suggested, right before he spotted a pink colored earth pony mare with a poofy mane and tail approaching. She had light blue eyes and a cutie mark depicting three balloons. "Ah, here comes one now," And he readily encouraged. "Come on, just try, okay?"

The unicorn eyed the earth pony, trying her best to look "friendly" for lack of a better term. "Um..." She struggled to think of what to say and finally settled on "Hello?"

The response was not what Twilight or Spike had been expecting. The earth pony let out a gasp and took off without saying a word, she didn't even identify herself!

"Well, that was...something all right," Twilight grumbled. "See what I mean, Spike?" And she began to trot off.

"That was a bad example!" Spike tried to protest. But Twilight had already made up her mind, friend making was not on her list of priorities.

A short time later, the two newcomers had made their way across town to the old barn and adjoining farmhouse, both of which had clearly seen better days. Still, they were surrounded by lush fields and apple trees that seemed to stretch all the way to the horizon.

Spike read from the scroll he was dragging along behind him. "Summer Sun Celebration official overseer's checklist. Number one, banquet preparations: Sweet Apple Acres. This must be the place."

"Good," Twilight smiled. "We'll just make sure the food hasn't been poisoned and then we'll be on our way."

But just then, a sharp cry of "Yeehaw!" split the air! And who should come running out from what appeared to be nowhere but an earth pony mare of the same build as the one Twilight and Spike had seen earlier? This mare was different, though. She had a lovely orange coat, a blonde mane and tail that almost looked like a rope, sap green eyes filled with energy and a cutie mark depicting three red apples. Upon her head rested a brown stetson hat. And her face was full of white freckles.

The mare rushed forward, kicking a nearby apple tree and knocking the apples on it off the branches. They fell into some buckets that had been placed nearby, and the earth pony smiled as she admired her work. Then she happened to take notice of the two newcomers at the barn yard gate, and trotted over to them. "Well howdy-doo, folks. Pleasure to meet ya," She flashed a toothy smile. "My name's Applejack, though someponies call me A. J.," She gave a chuckle. "Sounds kind of silly, but I don't mind it. Now, you mind tellin' me who you two are? We don't tend to get a lot of visitors."

"Well, I'm Twilight Sparkle," Twilight greeted as she extended a hoof. "And this is Spike, my baby dragon and trusted assistant. We're here to-"

But Applejack wouldn't give Twilight a chance to explain herself, instead opting to shake the unicorn's hoof quite firmly. "Pleasure makin' your acquaintance, Twilight. And you too, Spike. We here at Sweet Apple Acres sure do love makin' new friends."

Somehow, Twilight found the words to speak even as her hoof was being shaken so hard she thought it would fall off. "A-actually, we're just here to check on the food for the Summer Sun Celebration. You know, just to make sure it's not poisoned or anything."

Applejack ceased the hoofshake at that very minute, and her entire expression changed as she seemed to take offense to what had just been said. "Beg your pardon? You accusin' my family and I of tryin' to poison the princess or somethin'? I don't take kindly to folks questionin' my family's devotion, 'specially when they got no reason to think we'd try anythin'."

"We just need to sample some of the food, just to be safe," Twilight insisted. "I wasn't suggesting or questioning anything."

"You sure got a funny way of doin' that," Applejack said with a huff. "But I reckon you can see for yourself just how good our food is. Somethin' tells me you ain't ever tasted real down home cookin' like we Apples make. And you're in luck, the whole family's here for the celebration," She then trotted over to a triangle and tapped on it rather audibly with a small metal rod. "Soup's on, everypony!" She hollered at the top of her lungs!

Before either Twilight or Spike could react, an almost literal stampede of ponies came rushing up! And the two "guests" (for lack of a better term) were brought before a small table by a tree as a picnic blanket was thrown over it.

Applejack proudly declared. "Now, why don't I introduce y'all to the whole Apple family?" And without waiting for a reply, she started to rattle off names as ponies of all sorts of colored coats came by one by one, each presenting a treat similar to what they were apparently named after. "This here's Apple Fritter. Apple Bumpkin. Red Gala. Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp," The farm mare paused and took a deep breath, these next three ponies were extremely important. "My big brother, Big Macintosh," She gestured to a huge, red coated stallion who had some kind of harness around his neck. "My little sister, Apple Bloom," She gestured to a yellowish-green coated filly who had a pink ribbon in her mane. "And Granny Smith, my granny of course." She gestured to a green coated earth pony mare sitting in a rocking chair.

"Granny Smith" was snoring away, but stumbled awake after Applejack gave a whistle. "What?" She took a moment to get her bearings. "Oh, guests. What do they want?"

"Apparently, they wanna make sure the food ain't poisoned or anythin' like that," Applejack huffed again. "But I think they can clearly see that's not the case. Right?"

Twilight nodded. "Indeed it isn't. Everything seems to be under control, Applejack."

Applejack smiled and couldn't resist chuckling. "See? I told ya that ain't how we do things. And if there's one thing you gotta know about me, it's that I ain't a liar! Least, I try not to be," She puffed out her chest before smiling. "So, I'd say you're already part of the family, Twilight. And you too, Spike. We're always happy to make new friends here in Ponyville, or anywhere we Apples may dwell."

The unicorn then insisted. "That's... lovely, but everything seems to be in order here. So I think Spike and I will just be on our way now, thank you."

However, it was at that moment that little Apple Bloom happened to gaze right up at Twilight, her brilliant orange eyes (the same color as her big sister's coat, except slightly darker) locking onto the unicorn's own. "Aren't ya gonna stay for brunch?" And she shot off a rather sad look, even down to the pouty puppy dog eyes.

Try as she might, Twilight couldn't bring herself to say no to a face such as that. "Oh, alright." She reluctantly agreed, much to the delight of everyone around her.

After a hearty brunch with the Apple family, Spike and Twilight were on their way. But this time, Spike was leading the way while Twilight followed behind rather slowly. "Okay, food's done. Next is weather."

Twilight groaned. "Oh, I ate too much pie!" And she looked down at her belly that seemed to be rather pudgy.

Spike chuckled, he couldn't resist getting in a slight tease. "It's your own fault. And after all the times you lectured me about eating too many sweets."

Twilight was too full to think of a good retort, so she just lit up her horn to return her belly to normal more or less. "That's better." She said with a content sigh.

Spike said nothing further on the matter, the little dragon instead just looked up to the sky as he commented. "It says here that there's supposed to be a pegasus mare named Rainbow Dash who's in charge of keeping the sky clear."

The studious unicorn mare looked up and saw several fluffy white clouds dotting the blue skies. "Well, she's not doing a very good job, is she?" She remarked. "If she were here now, I'd give her a piece of my mind for slacking off." But just after she had said that, she was unexpectedly tackled into a mud puddle before she had a chance to react!

The perpetrator soon revealed itself in the form of a pegasus mare with the same blue coat color as the sky above. She had moderate purple eyes, and a somewhat messy mane and tail in all the colors of the rainbow. "Uh, 'scuse me," She sheepishly giggled. "Didn't see you there, honest," And appearing to sense how unhappy the victim of her collision was, she offered. "Here, lemme help you get cleaned up. Just hold still."

The pegasus promptly retrieved another cloud, this one a dark gray in color. Then she hopped up and down on it a few times, causing it to pour forth a shower of rain which fell on Twilight, getting the mare thoroughly soaked. The pegasus seemed to realize her mistake even as she looked down from above. "Oops, I guess I overdid it," She chuckled and seemed to be struggling not to laugh. "Hold on, lemme fix that!" And her idea of a "fix" was to surround Twilight in a swirl of rainbow colored light, so as to blow every drop of water off her body. "My very own patented Rain-Blow Dry! No no no. No need to thank me, it's my pleasure."

But when the pegasus landed and got a good look at the end result, she saw that Twilight's mane and tail were all poofed up (making the unicorn look absolutely ridiculous). The pegasus mare couldn't stop herself from laughing so hard that she began to cry, and Spike followed soon afterward when he too saw what Twilight looked like.

Twilight groaned and stood up. She took one look at the pegasus and quickly deduced who the mare was. "Let me guess. You're Rainbow Dash."

"Rainbow Dash" readily confirmed Twilight's hunch. "Yup! The one and only! You've heard of me?"

"Sort of," Twilight replied with narrowed eyes. "I've heard you're supposed to be keeping the skies clear. And you should know that I happen to be Princess Celestia's student, Twilight Sparkle. She sent me here specifically to check on the preparations."

If Rainbow Dash was at all worried by this comment, she didn't show it outwardly as she just declared. "Oh, the weather? Yeah, sorry about that. But I'll have that cleared up in a jiffy, the celebration's still a ways away. Right now, I'm taking some time off to work on something."

"Work on what?" Twilight questioned.

Rainbow pointed a hoof to a nearby poster depicting a trio of pegasi clad in navy blue flight suits and wearing goggles to cover their eyes. "On my moves to impress the Wonderbolts! They're Cloudsdale's finest, and I've heard they're gonna perform at the celebration tomorrow. It's my dream to fly with them, so I'm working on my moves so I can show 'em what I got!"

Twilight Sparkle let out a laugh as she rolled her eyes. "The most elite flyers in all of Equestria? Please, they'll never accept the likes of you when you can't even keep the sky clear for one measly afternoon."

The brash pegasus mare immediately protested. "Hey, for your information I could have this sky cleared up in ten seconds flat!" And then she got an idea. "In fact, I'll prove it to you right now! Just watch!" She took off and was as good as her word, getting rid of every last cloud in exactly ten seconds, not a second more. "See? Just like I said: Ten seconds flat! As the head of weather management for Ponyville, my job's to maintain the skies. I may slack off now and then, but there's a reason I was put in charge for the celebration. I'd never leave Ponyville hanging, you can be sure of that!"

"So I can see," Twilight remarked. "I guess you Ponyville ponies are as good as your word on these things. Definitely not like the ponies I'm used to seeing."

Rainbow Dash smiled. "I'll take that as a compliment," And then she suggested. "I can't wait to hang out with you some more, Twilight! You look like you'll be lots of fun, once you learn to lighten up anyways. See ya 'round!" And with a flap of her wings she took off at lightning speed!

Twilight didn't have the time or patience to re-style her mane and tail back to their original flat and organized state after what happened with Rainbow Dash. Besides, it would've taken away time that could be spent on looking for proof of Nightmare Moon's existence, and that was something the studious unicorn would never accept. So she just made her way to town hall alongside Spike.

"Decorations are next," Spike said while looking up from the scroll for a moment. And when he did his eyes beheld a truly splendid sight. "Whoa, beautiful!"

Twilight looked up to see that ribbons of varying colors and matching drapes and barriers had been hung all over the interior of town hall. "Yes, they are quite beautiful." She agreed with her dragon.

But the little dragon's thoughts were pre-occupied with something else. "Not the decorations, her!" And he gestured to a claw to the pony he was speaking of.

Said pony was a unicorn mare who sported a lovely snow white coat. Her mane and tail were done in a lovely set of curls that were a purplish-blue in color. Her blue eyes sparkled like diamonds (fittingly, her cutie mark was three diamonds), and strangely enough she had eyelashes to compliment them. She was currently fussing over some ribbons held aloft in the soft, blue glow of her horn. "No, no, no, oh! Goodness no." She remarked in a strangely more "fancy" tone of voice than had been the case for Applejack, Rainbow Dash and that pink earth pony from earlier.

To Spike, this unicorn was the most beautiful thing he had ever seen and he immediately found himself smitten with her. "H-how are my spines?" He frantically asked Twilight as he tried to adjust himself accordingly. "Are they straight?"

Twilight rolled her eyes. "They're fine, Romeo," And she trotted forward, hoping to make this encounter far quicker than her previous two. She cleared her throat in order to speak to her fellow unicorn. "Good afternoon, Miss-"

But the unicorn with a pristine white coat was too preoccupied to pay any attention to what Twilight Sparkle was trying to say. "Just a moment, please," She delicately responded. "I am currently 'In The Zone' as it were, very busy," And she didn't bother to turn around, instead focusing on a new ribbon that had a bit of a sparkle to its otherwise plain yellow color. "Oh, yes! Sparkle always does the trick, does it not?" She remarked to herself, seemingly oblivious to the fact that she was being overheard. "Ah, Rarity, you've outdone yourself this time. You really are a talent."

The studious unicorn cleared her throat, she was getting tired of being ignored.

"Rarity" seemed to acknowledge the throat clearing as she began to turn around. "So sorry, dearies. My name is Rarity, how may I help yo-" But as soon as she got a good look at the state of Twilight's mane and tail she let out a gasp, jumping back a bit in surprise! "Oh my stars, darling! Whatever happened to your coiffure?! How did you let it get so bad?!"

Not familiar with "fancy talk", it took Twilight a moment to realize what her fellow unicorn was referring to. "Oh, my mane?" She commented with seemingly no concern. "It's a long story, really. Don't have time to share it. Spike and I are just here to check up on the decorations, which seem to be coming along just nicely. So we'll gladly get out of your hair now."

The unicorn with sparkling blue eyes didn't seem to care about such a statement, instead almost frowning. "Out of my hair? What about your hair?! You can't go around looking like that! Come with me to Carousel Boutique, we'll rectify this fashion emergency immediately! And don't worry, it won't cost you a thing."

Twilight Sparkle suddenly found herself being pushed along by "Rarity", and try as she might she couldn't stop the "escort". Still, she cried out, naturally quite worried about what was going to happen to her. "Hey, what are you doing?! Where are we going?! Help!" Alas, the only one who could hear her desperate scream was Spike (who was too busy oogling "Rarity" to pay attention to Twilight's concerns).

Carousel Boutique was (as the name would imply) a boutique modeled in the form of a carousel, albeit one that did not move. And it was within this boutique that Twilight was not only having her mane and tail restyled, but was also receiving a free dress to compliment her new look. Make that dresses, seeing as "Rarity" was struggling to find an outfit that she would approve of.

The unicorn tried all kinds of looks, cycling through various dresses one after the other: "Too green, too yellow, too poofy, not poofy enough, too frilly, too shiny," At last, however, this fashion loving mare seemed to settle on something that met her seemingly high standards. It wasn't really much of a dress, it consisted of a white shoulder patch with a little bit of blue, complete with two white corsets that flowed from behind. On the collar was what looked like an emerald, to match the gem patterns throughout the whole outfit. "Ah, there we go!"

"Am I done yet?" Twilight frowned. "I have places I need to be."

The unicorn with a pristine white coat smiled, blinking her beautiful blue eyes and showing off a smile. "Oh but of course, darling. That is, once you tell me your name. I am Rarity, as you've probably guessed," She chuckled. "And this happens to be my boutique. I always make it a habit to give newcomers a free makeover. That may not be how others do it, but I'll make it in the fashion world on my own merits."

"Oh, my name, of course," Twilight commented, before noticing that Rarity was starting to tighten her new clothes and found it difficult to breath. "My name is... Twilight Sparkle..." She groaned, straining against the tightening sensation. "... The little dragon... with me... is Spike... We've been... sent by... the princess... from Canterlot... to..."

Upon hearing the word "Canterlot" something seemed to click with Rarity, as she ceased her tightening (in the process letting go of one of the corsets and sending Twilight flying, or rather crashing into a wall). "Did you say Canterlot?" And upon receiving a confirming nod, her eyes began to twinkle like stars. "Oh, I've always dreamed of making it big there! Opening my own boutique and leaving my mark on the fashion scene there! I truly believe I could bring out the best of that city and its ponies. Just need to build up my reputation a little more," She proceeded to say to Twilight. "You and I will be the best of friends. You are going to tell me everything about what it's like to live in Canterlot."

But Twilight simply used her magic to undo the dress. "Sorry, I've got no time for chit chat," And she then used her magic to scoop Spike up and carry him out of the boutique. "Thank you for the make-over. Goodbye and good luck."

Rarity could only stand there, wondering where she'd gone wrong. Nopony had ever reacted to her "free" fashion favor like that before.

"What was your problem, Twilight?" Spike grumpily declared when the two had left the boutique. "How can you repay a free favor with such cruelty?"

Twilight only replied. "I could've gotten us out of there at any point, but at least I let Rarity turn my mane back to how it should be," Then with a snort and a swish of her tail she proclaimed. "Come on, Casanova, focus! What's next? We've wasted enough time trying to make friends we'll never see again after the celebration. Let's get the rest of the list taken care of so we can get to the library."

Hastily, the green scaled dragon turned his attention back to the scroll he'd been dragging along this whole time. "Oh, uh," He hurriedly looked over it, taking notice of what already been checked off. "Music!" He declared at last. "And it's the last one on the list."

"Good!" Twilight eagerly declared. "Let's hurry up and get it over with!"

Pony and dragon then made their way forward, slowly but surely hearing the sound of song birds singing in a choir. The melody they were performing sounded so lovely, it was the most beautiful sound they had ever heard.

But as the two drew closer, they heard the music stop as they happened to see a pegasus mare with a butter yellow coat speak up. This pegasus sported a light pink mane and tail that looked like they could hide her face, including her cyan blue eyes (almost the same color as Rainbow Dash's coat). But they didn't obscure her cutie mark that depicted three pink butterflies. "Oh my," The mare spoke in a soft tone of voice, barely above a whisper. "Um, stop please, everyone," She instructed, before turning her attention to one of the red feathered birds on a branch. "Excuse me, sir?" She spoke to the bird. "Your singing is just a little off-key."

The bird chirped something in response but seemed to understand what was being asked of it.

The pegasus mare smiled, still speaking in that soft tone of hers. "Okay. Now, follow me, please. Let's take it from the top," And she instructed. "A-one, a-two, a-one two three-"

It was at precisely this moment that Twilight opted to speak up and make herself heard. "Hello!" She greeted, perhaps a bit louder than she had intended since it not only startled the pegasus (who let out a yelp), but also caused the song birds to scatter.

"Oh, sorry," Twilight sheepishly apologized and stepped back. "Didn't mean to frighten you, or your birds. I'm just here to check up on the music and it's sounding beautiful," When she didn't receive a reply after a long and uncomfortable pause, she asked the pegasus mare. "Uh, what's your name? You do have a name, right?"

The pegasus seemed to mumble something in reply, but if so Twilight couldn't hear her because of how quietly she said it.

"I'm sorry, didn't quite catch that," Twilight commented. "Let's try again. I'm Twilight Sparkle, and you are?"

Still, the pegasus mare mumbled and whispered, making it impossible to hear what she was trying to say.

Twilight tried to press for an answer. "Could you maybe speak up a little? I can't hear you."

All the pegasus could do in reply was whimper and shrink from Twilight's gaze.

Fortunately for the unicorn, she could see a development that the pegasus in front of her wasn't aware of yet. "Well, your birds are back," She happily declared. "So I guess everything's in order. I'll just... let you get back to practicing. Keep up the good work!" And she then trotted over to Spike, telling the little dragon. "That was easy, why couldn't every meeting have been like this?"

However, when the pegasus' cyan blue eyes happened to see Spike approaching Twilight, something inside her began to stir. Almost like a switch had been flipped on her personality, she almost shrieked in joyous exclamation! "A baby dragon!" Without bothering to say anything more, she ran up and pushed Twilight aside. "Oh, I've never seen a baby dragon before. He's sooo cute!"

Spike normally would've detested anyone calling him cute. But given the current circumstance he was all too happy to take advantage of the attention he was getting. "Well, well, well...!" He chuckled while glancing across to Twilight. "You spoke too soon, Twilight. Just needed to find the right subject to get her to 'come out of her shell' as it were."

The pegasus mare squeaked in joy! "You talk?! Oh, this is so incredible! I don't even know what to say, I didn't think dragons could talk like ponies."

Twilight just groaned while lifting Spike onto her back. "Yeah, life's full of surprises isn't it?"

"Wait!" The pegasus protested and pleaded! "What's his name?! Does he have a name?!"

Spike nodded and smiled. "I'm Spike."

The pegasus mare smiled as she trotted up behind Twilight, keeping her eyes locked on Spike. "Hi, Spike. Nice to meet you. I'm Fluttershy." And she started to strike up a conversation with him, much to the annoyance of Twilight, who couldn't pick up her pace with Spike riding on her back.

Spike and Fluttershy went on talking for a long time. Even as the sun was beginning to set, the two were still chatting, with Spike mostly doing the talking and Fluttershy just listening to everything the little dragon had to say.

Twilight, meanwhile, was relieved to see a huge oak tree with a beehive resting on one of its branches. The sign she saw confirmed the obvious, this was the Golden Oak Library she would be staying in for the duration of her time in Ponyville. "I am so sorry, how did we get here so fast?" She spoke up in an impatient tone of voice. "This is where we'll be staying for the time being. And right now, my poor baby dragon needs his sleep."

"What? No I don't!" Spike protested, before Twilight bumped him off her back without warning!

Twilight proceeded to speak like she was talking to an actual baby, despite knowing Spike wasn't really a "baby" anymore. "Aww, wook at dat, he's so sweepy that he can't even keep his widdle bawance!"

"Oh, poor thing," Fluttershy seemed to coo as she scooped him up. "You should get to bed."

But Twilight just used her magic to pull Spike close to her and said to Fluttershy. "Yes, I'll get right on that, thank you. Good day." And then she slammed the library door shut.

Spike was, needless to say, not happy about what had just transpired. "Did you really need to do that?" He complained with a small snort.

"Sorry, Spike," Twilight apologized while the two were huddled in the dark inside the library. "But I need to find proof that Nightmare Moon does exist! We're running out of time, and I need to be able to get some studying done without a bunch of crazy ponies trying to make friends with us all the time. Now, where's the light switch?"

But there was no need. The lights flickered on at that very moment, revealing that ponies from all three species had already gathered in the library somehow. All of them shouted at once "Surprise!" and the library was soon filled with confetti and the sound of party blowers and kazoos.

"Surprise!" A strangely familiar energetic voice shouted, soon revealing itself to be an all too familiar pink coated earth pony. It was the very same mare who had run off without a word earlier in the day. And without even being asked, this mare went about introducing herself, talking a mile a minute as she did so. "Hi there, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya? Huh huh huh? Tell me you were surprised!"

Twilight sincerely answered. "Yes, very surprised, actually," And she then grumbled. "Libraries are supposed to be quiet."

Pinkie Pie just snorted and laughed. "Well that's silly! A party's a party no matter where it is!" And she continued to talk at length, seemingly without realizing that the pony to whom she was talking had little interest in the conversation. "What kind of welcome party would this be if it were quiet? I mean, duh, bo-ring!"

Twilight quickly tried to tune Pinkie out, finding herself fast growing annoyed with this chatterbox mare. "It's like she has no off switch," She thought to herself. "What did I do to deserve this?"

Pinkie, meanwhile, was continuing to explain her actions. "You remember, don't you? We met earlier today and I went-" She proceeded to perfectly imitate the gasp she had given off during that previous encounter, almost like she'd done it all before. "That's because I knew I'd never seen you before, because I make it my job to get to know everypony who's anypony around here. So I knew if I'd never seen you before, that must mean you were new in town. And that meant there was only one thing to do. Everypony who comes here deserves a big old Ponyville welcome, and that's what yours truly does best."

Spike (who was nowhere near as bothered by Pinkie's blabber mouth as Twilight was) commented in amazement. "How did you know we were staying here? You ran off before Twilight could say anything."

The pink party pony giggled. "I have my ways," She gave off a wink before proceeding to talk even more. "So I realized that if you two were new, you must not have any friends around here. And not having friends is like... the worst thing ever!" For a brief second it sounded almost like her tone had changed to something less cheerful, but it faded so quickly you'd be forgiven for thinking you hadn't heard it. "So I knew I had to fix that. And what better way to meet new friends than to bring everypony over here for a big old 'Welcome to Ponyville' party?! See, aren't I amazing?!" Then she looked to Twilight and smiled brightly. "And now, thanks to me, you have lots and lots of friends!"

Twilight hadn't been paying attention to anything Pinkie Pie had said, she had simply helped herself to the refreshments table and to a drink poured into a brown colored chalice. But suddenly, right around the part where she heard Pinkie mention "friends", her cheeks turned dark red and sweat started to work its way down her face!

"Twilight, are you alright?!" Spike nervously asked.

Twilight didn't answer, she just ran away while screaming "HOT!" at the top of her lungs!

Spike quickly discovered what had caused that outburst and subsequent mad dash. The label on the bottle Twilight had poured made it easily identifiable: "Hot sauce".

"Oh, silly me," Pinkie Pie giggled. "Meant to put that with the desserts," Then she helped herself to a cupcake and poured nearly half the bottle of hot sauce on top of said cupcake. She downed it without a problem even as someponies gave her weird looks. "What? It's good." She innocently insisted.

A frustrated Twilight Sparkle had retreated upstairs to the bedroom, trying in vain to drown out the loud noises of the party going on downstairs. The only other thing she could was stare up at a clock mounted on a wall nearby. She let out a groan of frustration, research would be impossible in these conditions.

Just then, the door to the bedroom swung open as Spike emerged with what looked like a party hat made to resemble a cake. "Hey, Twilight!" He called, either not knowing or not caring about the pronounced frown on the unicorn's face. "Why don't you come downstairs? Pinkie Pie's just about to start 'Pin The Tail on The Pony'."

But Twilight was in no mood for games as she shouted back! "No! I want nothing to do with this silly party! I swear, all the ponies in this town are crazy! And Pinkie Pie is the craziest of them all!"

"Y-you don't mean that," Spike insisted, surprised by Twilight's bitter response. "You're just cranky because you're not used to being up all night. Look, I know you wanted to get some research done, but has today really been so bad? Everypony here is friendly, they don't seem to care that you're from Canterlot or the student of Princess Celestia. This could be the only chance you'll get to make some true friends."

Twilight just sighed, looking longingly out the window while murmuring to herself. "The stars will aid in her escape." As she spoke this, she swore she saw stars begin to circle the moon and close in on it.

The little dragon quickly sought to reassure the unicorn. "I'm sure Princess Celestia wouldn't have dismissed your concerns if she thought she had anything to worry about. She must know that the legend is just that, a legend. It's not actually true," Then he turned to go back downstairs, though not without suggesting. "You really should lighten up, Twilight. It's a party! Haven't you always secretly wished you could go to one?"

But all Twilight could think about was the fast approaching deadline. The Summer Sun Celebration itself was going to begin shortly, and she hadn't found any more information on either Nightmare Moon or on the Elements of Harmony that had been used to defeat her in the past. Mentally, she began to hope. "For once, I'd actually like to be wrong. But I can't shake the feeling I'm right. Why doesn't Princess Celestia believe me? Why isn't anypony else worried about this?"

Soon afterward, the door to the bedroom opened again and Spike came in with a cheerful call. "Come on, Twilight! It's time to watch the sunrise! You don't wanna miss that!"

Everypony in town had gathered at town hall, Princess Celestia was expected to appear at any minute.

Pinkie Pie happened to be standing next to Twilight and without even being asked she sought to question the unicorn. "Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited!"

But all Twilight could think about was the legend, especially as she swore she could see the stars closing in on the moon and the image of a mare disappear from the moon's surface. "That can't be good!" She thought to herself.

Meanwhile, the mayor of Ponyville was speaking as a spotlight shone upon her. She was an earth pony mare of medium build, sporting a light amber brownish coat. She had moderate dark blue eyes hidden behind yellow glasses balanced perfectly on her snout, a mane and tail sporting gray locks, and a cutie mark which depicted a tan scroll tied with a blue ribbon. "Mares and gentlestallions, colts and fillies of all ages, as mayor of Ponyville, it is my great pleasure to announce the beginning of The Summer Sun Celebration!"

The crowd began to cheer audibly, and the mayor waited for the applause to die down before continuing. "In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year!" After a bit more applause, she cleared her throat and declared with great enthusiasm. "And now, it's the moment you'll all been waiting for! It is my great pleasure to introduce the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria..." She paused, giving a cue to others to make ready for the princess' appearance.

"Ready?" Fluttershy asked her song bird choir, receiving several chirps in confirmation. She then looked back to the mayor and gave a confirming nod.

The spotlight moved to a balcony high above as the mayor proudly announced! "Princess Celestia!"

But when the spotlight shone down on the balcony, Princess Celestia was nowhere to be seen. Several ponies started to chatter nervously among themselves.

The mayor was quick to try to calm things down before a panic could break out. "N-now, now," She nervously insisted. "I'm... sure there's a perfectly good explanation for this. Princess Celestia must still be getting ready, o-or taking care of her... 'other royal duties' as it were."

However, it was at that very moment that Rarity came rushing out onto the balcony to exclaim! "She's gone! I can't find her anywhere!"

"Ooh!" Pinkie Pie exclaimed, not realizing the gravity of the situation. "She's good! I didn't even know we were playing hide and go seek."

Mere seconds later, however, a dark blue mist appeared on the balcony. Twilight was certain this could only mean one thing. And her worst fears were realized when the mist parted to reveal a tall alicorn mare with a coat as black as a starless night, only a few traces of dark blue across her face, chest, wings and legs broke up the black. Her mane and tail were the same shade of dark blue and flowed just like Princess Celestia's did. Her eyes were a cold shade of moderate cyan, complimented by moderate blue violet eyebrows. Her cutie mark was a crescent moon.

"Oh no!" Twilight whispered to herself and shrunk from the gaze of the alicorn. "Nightmare Moon!" Her worst fears had been realized, she'd been right all along and no one had believed her.

"Expecting somepony else?" Nightmare Moon spoke up, her voice sound cold and ominously calm, almost like she was holding back how she really felt. "Well I'm afraid to be the bearer of bad news, but Princess Celestia won't be here tonight. In fact, I don't think she'll be making any more appearances anywhere. But perhaps, I could take her place. After all, it's been so long since I've seen your sun loving faces." The last line was delivered with an audible hiss.

Rainbow Dash wasn't frightened for a second as she gazed up at the evil alicorn, boldly demanding! "What did you do with our princess, you fiend?!"

Nightmare Moon only cackled as she threw back her head. "Why? Why do you want her?" It sounded almost as if she were an entirely different pony now, sounding far more jealous than she had a mere moment ago. "Art we not regal enough for thou? Does thou not knowth who we are?"

Rainbow Dash blinked in confusion, as did several other ponies who had previously been cowering in fright. "What are you talking about? I don't understand a word you just said."

At that Nightmare Moon's eyes narrowed and her eyebrows became slanted, it seemed Rainbow's statement had stirred something deep inside the evil alicorn. "Does thou mean to tell us that our crown no longer counts now that we hast been imprisoned?! Banished and trapped within and on the moon for a thousand years?!"

There was no reply and Nightmare Moon seemed to be absolutely enraged by such a reaction. "Really? None of thou remembers us?!" But then she strangely took a moment to compose herself, and a bit more calmly she went on to say. "Did you not recall the legend? Did you not see the signs?"

"I did!" Twilight boldly spoke up, prompting several more gasps as ponies began to look upon her with suspicion. "And I know who you are! You're the Mare in the Moon of legend, the evil Nightmare Moon!"

The mare of darkness flashed a creepy looking smile as she spoke in that ominously reserved tone of hers. "Well well well, somepony who remembers me. Then you also know why I'm here."

"You're here to... to..." Twilight gulped, she couldn't bring herself to finish the sentence.

The evil alicorn laughed. "That's right!" And then she proclaimed. "Remember this day, my little ponies. For it was your last. From this moment onward: The night, will last, forever!" She began to laugh as lightning flashed and crackled all around her!

Twilight Sparkle didn't know what she was going to do. She hadn't learned about how to defeat Nightmare Moon, and on her own she doubted she had the power to stand up to the mare of darkness. If only Princess Celestia hadn't dismissed her concerns, but now it was too late!

Author's Note

Here we go again, another rewrite volume. As is always the case, I use these author's note sections to explain my decisions behind the rewrite: Including why I chose the episode and what I'm trying to change.

Going all the way back to the pilot is definitely interesting, though this isn't the first two parter I've tackled in the series. I have much more respect for this two parter now that I know it wasn't intended to be the pilot for the show, it was made after Lauren Faust was able to get the show to change from two eleven minute stories per episode into one twenty two minute story per episode. But that doesn't mean it's without flaw.

My decision to change the opening scene is based around the fact that the narrator sounds like Princess Celestia, so I have to wonder if it was planned for her to be telling the story to Twilight originally before being dropped for whatever reason. That scene also weirdly doesn't mention the term "alicorn", though it's possible the term hadn't been decided on yet.

There is also the introduction of Spike, which involves him unintentionally being abused by Twilight and unable to spell big words (something he has no trouble doing in all other episodes). And the introductions of most of the mane six don't necessarily show them at their best, Rarity in particular suffers from this. So I tried to redo them and give them more of a chance to shine early on.

The last may be how Twilight is written, the first part of this two parter seems to have a hard time deciding how sympathetic they want Twilight to be. At times she seems to be very stuck up and sure of herself, whereas at other times she seems to react as you'd expect to what's going on around her. I tried my best to improve these scenes while still striking a good balance.

More will be explained about Nightmare Moon and why she's written the way she is in Part 2, but I did want to try to tie it in with "Luna Eclipsed" when Luna made her big re-debut in the show.

Friendship is Magic Parts 1 and 2
Secret of My Excess
MMMystery on the Friendship Express
Sleepless in Ponyville
Wonderbolts Academy
Amending Fences
Every Little Thing She Does (Redo)
The Apple's White Lie (Where The Apple Lies - Redo)
To Where and Back Again, Parts 1 and 2
Horse Play (Bonus Chapter)
Trixie's Last Stand (A Horse Shoe-In)