Of Twisted Trees

by Avenged_Tenfold

Rating: everyone
Tags: Mystery, Starlight Glimmer, Thorax, My Little Pony: Friendship is Magic, Alternate Universe, Drama
Length: 3667

Starlight and Thorax form an unlikely alliance in a forest where time stands still and monsters lurk in every corner.

Starlight and Thorax form an unlikely alliance in a forest where time stands still and monsters lurk in every corner.

Published 2022-08-02 15:20:01 UTC
Last updated 2022-08-02 15:20:01 UTC

Of Twisted Trees

Author's Note

Hello! My name is Layla and this is my first fanfic on fimfiction! I’m so happy to be able to post something here!
The art in the picture was made by me! If you’d like to find more of my art, I’m spooky.snek on Instagram!

Of Twisted Trees

Starlight had been walking for so long that her hooves had nearly split. The ache in her legs had now spread to the rest of her body as she struggled against fatigue. She had been wandering for… how long now? Hours? Days? Weeks? She lost track when the moon refused to lower.

Every time Starlight tried to stop and rest, she’d hear noises unknown to ponykind in the distance. Her mind always raced and she’d become desperate. She needed to find a way out of this labyrinth of dead trees. She knew this wasn’t a dream. It was too real. Yet somehow… It felt like she was living a nightmare. She could never find a restful sleep… Starlight’s voice had gone shrill from yelling for help. Saying she was sorry and that she wanted to go back to her town, wherever that was. She’d even apologize to Princess Twilight if it were necessary to be in the real world again. She just wanted to go home.

She wanted to give up. But she didn’t know how to give up. She couldn’t stop moving because… because those things making those howling, growling, hacking, sputtering noiseswould get her. She didn’t know what those things were but she knew they were trying to get her. She didn’t want to get hurt.

For now though, as Starlight came to a halt, unable to go any longer, she knew she needed to rest. Even just for a few minutes. She wouldn’t be able to outrun those monsters in the dark if she couldn’t move later.

The unicorn broke off material from some low hanging branches. She placed a few carefully selected stones in a circle and put the rotten twigs, curled leaves, and decaying wood in the center. Making herself as small as she could, Starlight bent down and allowed her horn to touch the items. She powered her horn just enough to barely produce a spark and zip-zap! Fwoosh… a small ember turned into a swaying flame. Starlight sat back on her haunches, breathing a deep sigh. Not of relief… mostly tiredness. The noises of this place often kept her from sleeping, making her worry the monsters couldn’t be far behind.

Starlight watched the dancing flames, her ears folded back. How did she end up in this situation? She had no idea. Waking up one day in a forest that never ended had been the worst experience of her life, even after Twilight had taken her perfect village away from her. She had begun to realize slowly that wandering for miles and miles had gotten her nowhere… she’d gone from thoughts of anger & revenge to survival and fear pretty quick. Now she was running out of will and she still was no closer to finding a way out.

Starlight studied the small fire she had created for a few more moments before the orange light and the crackle of the embers became hypnotic. Her heavy eyelids began to droop and she shifted into a lying position, on her back. The glow of the fire danced in her peripheral vision as she looked up at the dark and jeweled sky. It was pitch black, but there were stars. Maybe they were there to give her hope. Or maybe to just tease her. Starlight closed her eyes, knowing that the illusion of peace would not last and a restful sleep wouldn’t come.

She was proven to be correct when, not even a few seconds of drifting off, there was a snap. Starlight sat up, a gasp leaving her chapped lips. She clumsily got to her hooves. This noise had not been far off, nor did it sound imaginary. It was right next to her.

“Who’s there?!” Starlight demanded, lighting up her horn in preparation for a fight. She looked around, scanning for her possible enemy. She took a few steps back, realizing a figure was emerging from in between the trees. Starlight prepared to fire, gritting her teeth and feeling her fearful power flow.

“Don’t shoot!”

Starlight was taken aback. The creature she was facing had his front hooves raised in exasperation, big blue eyes wide like saucers. His hide was so black that he had blended in with the surroundings. This guy may not have been a monster… but he was something else that was worthy of an aggressive response.

“And tell me, why should I not shoot a Changeling?” Starlight hissed, gaining some confidence and taking a few steps forward. Her horn was sparking, some magic fizz flying off of it and onto the dirt floor.

The Changeling looked down, ducking his head and putting both his hooves on the ground. “I… I can’t answer that… but please, don’t shoot at me.”

He looked sad, but Starlight still eyed him suspiciously. She took a small step towards him, squinting, trying to judge his intentions. The Changeling gulped thickly, slowly lowering his body to the ground, submissively. Starlight had never seen a Changeling do that before, but she recognized the behavior.

“What are you… doing here?” Starlight asked, letting her horn distinguish. The Changeling looked up at her, blinking owlishly.

“I… I don’t know. I don’t even know how I got here. Am I in Equestria?” The Changeling replied, voice shaky and uncertain.

“I don’t know either. I thought I was, but now I'm not sure at all,” Starlight admitted, ears drooping. “Have you been stuck here too?”

“Yes. I can’t find my way out. When I try to fly some force or something pushes down on me and forces me to the ground… I even tried changing into a Dreadmaulworf and digging my way out, but something always blocks me.”

Starlight didn’t know what a Dreadmaulworf was, but if something that sounds scary like that couldn’t dig out, she didn’t know what else to do. The Changeling didn’t seem to be lying either.

“I had the same problem with teleporting too. I get blocked. My magic works just as it normally does, I just can’t…”

“Escape?”

“Yeah. Escape.”

Starlight sighed sadly, offering her hoof to the Changeling. “Sorry I threatened you. I don’t know you, but… I think we’re stuck here together.” She knew that she shouldn’t make enemies here… it was best to appear friendly, at least for the time being. This Changeling seemed like he was a defect from Chrysalis. If he weren’t, they probably would be in a rough brawl right now.

The Changeling took her hoof, standing up straight again. “My name is Thorax,” he said.

Thorax? Like… the chest area? Starlight shook his hoof anyway. “How long have you been here?”

“Not sure. Time doesn’t seem to be moving at all here.”

Starlight stepped closer to the fire she had created. Thorax seemed hesitant to follow, standing in the spot she had left him in. Starlight sat down, ignoring him, and rubbed her eyes. “I don’t have answers either. I don’t know what to do.” She hated not knowing what to do.

Thorax’s ears drooped and he lowered his head. “Maybe… maybe we can figure it out together..? Because I… I don’t want to be alone in here anymore.” He used his hoof to nervously rub his other leg. Starlight uncovered her face and looked at him. As hopeless as she felt, she knew she wouldn’t be able to survive this place on her own much longer.

“What do you have to offer?”

Thorax seemed as though he was ready for the question. “My changing abilities can be good for facing those… things… out there if it comes down to it. And I know how to forage for extra food if you need it.”

Starlight focused back on the fire again. She knew that trusting a Changeling wasn’t the best idea. But he didn’t seem like he was a bad Changeling. And wasn’t she a bad pony? She had taken Cutiemarks from an entire town and ran the place like a dictator. She sighed. A bad pony and a good Changeling. What are the odds?

“Alright.”

Thorax seemed generally okay with her response. He approached the fire and sat not quite next to her, but nearer to her than he had previously been standing. The orange light of the fire reflected in his icy blue eyes, and some even caught the shine of his perfectly while fangs.

Starlight didn’t know what she was getting herself into, but all that she knew was that they were both lost in these woods and nopony was coming to rescue them. Was this a punishment for all she had done? Was Thorax being punished too? Is that why they had met in the woods? And what power had brought them there? Starlight had so many questions but no answers. And Thorax seemed just as lost as her.

Time seemed to stand still, even though the heaviness of fear and confusion remained, Starlight & Thorax carried it with them. Leaves crunched under their hooves as they walked and a silence lingered between them. Thorax knew that Starlight was upset, mostly at their whole situation, but there was something else too.

“Starlight?”

Starlight looked over at him, ears flicking forward. “Yes?”

“Is something bothering you?”

The unicorn looked down, her ears folding back. “I don’t want to talk about it,” she stated. Thorax looked away too, but he said nothing else. He wished he could help her, but he didn’t really know how. Changelings back in the hive didn’t do feelings or anything like that and it gave him a lack of experience in the area. Plus, he had just met this pony a short time ago and they were both trying to survive this labyrinth. It’s not like they were friends.

Thorax knew he was a good Changeling, but that didn’t change the fact that he had done bad things. He had willingly attacked Canterlot, even though he hadn’t wanted to. He still made the choice to do it and he had paid the price. He had been called to the Crystal Empire from all the love and light pouring from it, but he never actually arrived at his chosen destination. Now, he was… here. He didn’t know where “here” was, but he knew it was a bad place. He never saw anyone else, even though he knew he wasn’t alone. There was a forcefield of some kind preventing any attempt at leaving and there were angry monsters lurking in the dark behind him at every step. He never expected to find a pony here. He was grateful that he wasn’t left alone in this horrible place.

“Wait, Thorax,” Starlight said, catching his attention again. Thorax stopped in his tracks as Starlight put out her front leg across his chest to stop him. He looked around, puzzled. This corridor looked like all the other ones. Why were they stopping? Starlight answered his silent question by lowering herself down to the ground. “What is that?”

Thorax got down on his belly too and looked ahead. “What?” He whispered, mildly alarmed by her sudden shift in behavior.

“That,” Starlight replied, pointing ahead. Thorax squinted, staring in the direction her hoof was pointing at. He was looking through the trees, but still didn’t see anything. “On the ground,” Starlight clarified. Thorax gazed down at the patch of grass in front of the trees. It was so dark he could hardly see, but eventually, he saw it.

“Is that a flower?” He asked. There were no flowers in these woods so far. Everything else was dead and certainly not colorful. This flower, though far away, Thorax could see it was bright pink and the petals were folded like it had not yet bloomed. Starlight began to shuffle slowly, still on her belly, towards the flower. Thorax copied her example, sort of worried that the flower might come alive and try to bite them. As the two neared the flower, Starlight got up to her full height and carefully prodded the flower with her hoof. It did nothing, so Thorax reached his head out and sniffed it. It smelled like peachy water.

“The grass is green all around it,” Starlight observed. “Everything else is dead.” That was true, all the trees and the grass elsewhere seemed to be completely unalive in every way.

“So… why is it here?”

“I don’t know. But, this might be a sign we can escape,” Starlight suggested, although she sounded more logical than hopeful. Thorax was going to open his mouth to agree optimistically, but he stopped as soon as the pair heard hoofsteps approaching. Clip… clop… clip… clop… Thorax and Starlight both jumped, gasping in alarm. Suddenly, there were no other sounds, not even the silent whispering of the wind.

“Be not afraid,” a female voice said, seeming to echo out of nowhere. The voice boomed out through the entire area, causing a chill to run down Thorax’s spine. Thorax grabbed Starlight’s side in alarm, yelping. Starlight lit up her horn and it sparked rapidly. The unicorn grit her teeth, seemingly more angry than scared or startled.

“Who’s there?!” Starlight yelled, ears flat against her head.

“I go by many names,” the voice echoed again.

Clip… clop… clip… clop… A sparkling pony stepped out onto the path in front of them. She was glowing like a gemstone. Thorax didn’t know who she was, but Starlight sure seemed to know.

“Twilight?!” Starlight exclaimed, clearly taken aback, mouth wide open in shock. Thorax didn’t know what to make of her reaction. “Was this your doing?! Are you the reason why I’m here?!” Her anger seemed to explode out of nowhere.

“No, I am not the Twilight that you know. I am just appearing this way,” the sparkling pony grinned, as if Starlight had not been yelling at her. However, the sparkling pony’s expression changed to a stern one. “You have angered me, Starlight Glimmer. What you have done; meddling with the destinies of other ponies… that is something I could not overlook or excuse. And you, Thorax, the Changeling…” The apparition paused, turning to Thorax. Thorax felt himself freeze under her gaze, his legs trembling in genuine fear. Was this a divine being?

“You have done something that all of the Changelings under Chrysalis have done. But why have I chosen you to dwell in this forest? That, I’m sure you know already, is because you are willing to change. But, you’re scared. Now that you and Starlight have met, you will be given a joint test,” the sparkling pony explained. Thorax felt like he had just been picked apart and left to bleed dry, just by her words.

“T… test?” Thorax managed to squeak, hunkering at Starlight’s side.

“Is that the reason you brought me here? To give me a friendship test?” Starlight, despite Thorax's anxiety, appeared unaffected by the sparkling pony’s godlike appearance.

“I did not bring you here. You are right where you need to be. If you fail my test, both you and Thorax will be lost to these woods forever. Best of luck.”

Thorax’s body began to feel feathery. He saw Starlight beginning to be bathed in a white light. He hardly had a few seconds to process what was happening. He reached for Starlight who in turn reached for him, sudden fear appearing on her face for the first time since encountering the sparkling pony. They were whisked away somewhere else, as if they had not even been real.

When Starlight woke, she took a minute to find her bearings. She opened her eyes, blinking frantically. “Thorax? Thorax, where are you?”

“I’m here!” Thorax called. Starlight got to her hooves and galloped over to Thorax, embracing him. Over his shoulder, she looked around, seeing the same dead forest they were used to, but no sparkling Twilight or magical flower in sight. Thorax was looking around too, eyes wide with confusion.

“Starlight, who was that?” He asked, his voice trembling. Starlight scrunched up her snout, frowning deeply.

“She looked like a pony I knew… Princess Twilight… but it wasn’t her. I don’t know what that was. But she’s… it’s playing a game with us,” Starlight replied, stamping her hoof on the dirt ground, angrily. She kicked up some dust into Thorax’s eyes by accident, causing him to tear up and wipe at them with his forehooves.

“I-If she’s playing a game… t-then how do we win?” Thorax asked, before he violently sneezed and was tossed back onto his haunches. Starlight immediately felt bad that she had let her anger get the best of her and she reached for his hoof to help him stand again. He took it, gripping tightly.

“I don’t know,” Starlight admitted. “But it wants us to do something before time runs out. If it runs out, then…”

“We’ll be stuck here forever! This is bad, Starlight… really, really bad!” It was clear his feelings of dread and fear were getting to him. Thorax was beginning to shake and whimper, like he was going to cry. Starlight flinched, not knowing what to do with the onslaught of emotions pouring from her partner.

“Thorax, don’t worry. We can- we can figure it out. We’ll make it out of here, I promise,” Starlight reassured through clenched teeth. She wanted to do anything to keep him from breaking down, even if she had to lie about her thoughts on escaping. The unicorn patted Thorax’s head, looking around the new yet familiar area for anything useful. Nothing but dead trees and dead grass and dead everything else.

“I’ll never see my brother again… I’ll never get to taste a smoothie…” Thorax sniffled softly, crying into his hooves and hiding his face. Starlight felt herself deflate and her eyes began to sting.

“I miss my dad…” She admitted, sitting in front of Thorax, poking at a pebble with her hoof. “And ice cream...” She hadn’t eaten since being trapped in the woods. It seemed that because time stood still, so did her metabolism. Being trapped in time… what would that do?

Thorax looked at her, peeking out from his hooves. His blue eyes were puffy and tears were running down his cheeks. His tears looked like glowing ice-water. Seeing his face like this made her start to cry too, the ache in her chest too much to bare any longer. Starlight ducked her head and put her hooves over her face too. She could only bring herself to cry in little whimpers and sniffles- she wasn’t big on crying. Thorax, to her surprise, shuffled closer and hugged her, his shoulders still shivering from sobs.

“I’m scared…” Thorax said softly, burying his snout in the ends of her mane. Starlight inhaled and exhaled sharply to cut off more tears as best as she could. She stroked his back gently, making sure to avoid touching his transparent wings.

“Me too,” the unicorn agreed, flattening her ears against her head. She gazed up at the sky, looking at the stars that didn’t even twinkle. She huffed, pulling back from Thorax and wiping at her eyes. “But we have to get out of here. It’s the only way we’ll survive.”

“... Okay,” Thorax said, wiping his own tears, sniffing.

Starlight nodded to him. “Now… That apparition… of Twilight Sparkle said that she’s giving us a joint test. What do you think the test is?”

“Maybe… a test of wits? To see how long we can last? It said it’s a joint test for the both of us, right? Back at the hive, we were tested on strength and mind all the time,” Thorax explained, seeming to become focused once Starlight regained her own strength.

“Maybe. But, Princess Twilight is the Princess of Friendship. She has a hero complex, yeah, but this seems way too… sadistic for her. Anything that uses her appearance to appear better is like a wolf in sheep’s clothing. This is some sort of twisted attempt at a friendship test,” Starlight concluded, the gears in her brain grinding. “And whatever is using her image wants us to take this test. If we don’t win, we’re gone forever.”

“Then… how do we pass the test? Becoming friends would probably be better in a different, less scary environment,” Thorax replied, trying to brainstorm with her.

“You’re right about that; I don’t know why we’re in these woods… but if we have to pass the friendship test, we need to help each other.”

Thorax nodded once. “Okay. That’s easy enough.”

To Starlight, it was way easier said than done, but it still had to be done. The only friend she had ever had, had left her and forgotten all about her, leaving her alone to get picked on by bullies and abused by traditional teachers who berated her day after day in school.

To Thorax, finding a friend was all he had wanted. Maybe being friends with a pony could get the other Changelings to see that their way of taking love from others was wrong and that there was a better way. Maybe he could help everyone. If not, he could at least help Starlight.

The two looked at one of the many dark openings in between the trees, wondering which path to take next. Then they looked at each other. Nervousness was written on both their faces, but then… Starlight smiled. Thorax smiled back.

The unicorn took her companion’s hard hoof into her own. “Let’s go,” she said.

“Okay,” Thorax replied, looking down at their joint hooves for a moment longer before the two continued onward, their hooves crunching on grass and leaves.

In just another moment, the monsters that lurked in the abyss would growl in frustration as they themselves grew smaller and smaller.