Little Memories

by Skijarama


The Hour of Midnight (Part I)

Rainbow wasn’t sure how much time she spent sitting all on her own in that room, drowning in her own self-pity. It felt like an eternity to her, every second stretching on and on endlessly, allowing her to run through everything that had transpired up to this point in her mind in agonizing detail. If being powerless to help the ponies she loved was her greatest fear, then being alone with her thoughts when she was like this was a close second.

It was so easy to look back and see a million different places over the last two years where she could have prevented this from having ever come to pass. She should have told Twilight she had died when she first woke up in the Empire. It wouldn’t have come as much more of a shock than her lack of memories. She should have told her about Discord’s offer the moment it was made. Twilight was right, she wasn’t an idiot, she would have understood.

But Rainbow just hadn’t been able to trust her, had she? That was the true mistake, Rainbow realized after a long time of anguished thought and recollection. She hadn’t trusted Twilight to use the knowledge of her own past safely, and in so doing had betrayed her trust and hurt her.

Rainbow scoffed and closed her eyes, pressing her face into the covers she rested on. “Guh… I’m such an idiot,” she moaned quietly before shaking her head. After a few seconds, she looked off to one side, her eyes blearily staring at a spot on the opposite wall. “But… that doesn’t mean I can quit, does it?”

Of course, it didn’t, she knew. If there was one lesson that she had sworn to never forget ever since leaving the Crystal Empire, it was that she should never give up hope. Whatever horrible events transpired, whatever mistakes she made, whatever pain she felt, she had to pick herself back up and do what she had to do.

Her doing that was what let her friends survive the battle with Chrysalis and Sombra to begin with. And more than that, it was a lesson that Twilight herself had seen fit to give to Rainbow in the Empire when she had forgotten it.

Before she could ruminate on the subject any further, the door to the room suddenly slammed open with an echoing thud. Rainbow practically jumped out of her skin from the sudden loud noise and burst of movement, instantly springing to her hooves and spreading into a defensive stance. 

To her surprise, she found Spike and a unicorn lunar guard standing in the doorway, both of them looking distressed. Spike immediately rushed inside, his expression one of dread and confusion. “Rainbow! It’s Twilight! She’s gone nuts!” he shouted, throwing his arms wide.

Rainbow frowned in confusion and alarm. Was Twilight okay? Rainbow’s lingering sorrow took a backseat so she could focus on the situation in front of her. “Nuts?” she questioned, hopping down from the bed. “What do you mean? Is she alright?!”

Spike slid to a halt in front of Rainbow and grabbed onto her shoulders. “I went to make sure she was okay, and her eyes were all glowy, and her wings were so... and, and, and she had sharp teeth, and she blew open the window, and. And-” he babbled, many of his words lost in an incoherent stream of frantic, frightened babbling.

The drake’s distress was only serving to worsen Rainbow’s own growing concern. With a grimace, she reached out and shook him by the shoulder. “Spike!” She said loudly to cut him off and end his babbling. After a moment, she withdrew her hoof and narrowed her eyes at him. “Slow down and talk. What happened?”

Spike took in a deep breath, then another. After the third, he finally had enough composure to speak clearly. “Okay, okay, uh, I went to the observatory, because that’s where Twilight went,” he began, tapping his claws together over his chest. “I was figuring that I’d, y’know, do that thing I do where I mediate between you two and get her to calm down? But when I got there, the entire place was a wreck. Everything was burned, all of the furniture was destroyed, and… and…”

Spike swallowed heavily and looked worriedly into Rainbow’s eyes. “Twilight changed… Right in front of me, she changed. Her eyes started glowing and had this freaky blue magic coming out of them. Her fur got darker, her teeth got sharper, and she said some really scary stuff about memories. She… she laughed, Rainbow. And not a good laugh, either, it… It was so scary… It almost sounded like she was crying.

Rainbow’s mind blanked as Spike recounted the event. There was no way that Spike was right about this, was there? Maybe he’d misunderstood what he’d seen, or his fear was making him misremember? Hopeful for Spike’s claims to be debunked, Rainbow turned to the guard. “What about you?” she asked, her voice strained. “Why are you here?”

The guard bowed low at her question. “Spike asked me to carry him to you on my back, seeing as I can run far faster than he can. And I can verify that there was something amiss with Twilight when she passed my post in the courtyard, your majesty,” he said quickly. “When she stepped through the doors, she was in a great deal of emotional distress, although she did not stop or even listen when I called out to her to ask what was wrong. A short time later, I saw a beam of magic shattering the observatory window, followed by a shadowy alicorn flying off into the city.”

“Oh no... Twilight…” Rainbow thought, another needle of grief stabbing into her heart alongside the newfound dread and terror filling her body. Spike was telling the truth, then. Twilight really had become a Fallen Alicorn, hadn’t she?

After a few seconds of shocked, horrified silence, Rainbow sucked in a deep breath and set her jaw. Her tears could wait. Right now, she had to focus on the immediate problem. She looked down at Spike, her expression hardening. “Do we know what she’s trying to do?” she asked seriously, forcing her trembles into submission.

Spike shrank back, his spines drooping. “I’m not sure… she said something about ‘ripping the truth’ out of the ponies who kept hiding it from her,” he recounted, shuddering. “After saying some weird things about memories. It was kinda creepy… any idea what it means?”

A few unsettling implications making themselves known in Rainbow’s mind, making her cringe. She took a deep breath before she spoke. “I’m not sure… Whatever it means, it’s probably not good.”

The answer did little to set Spike at ease. He shifted uneasily on his feet, looking back and forth between Rainbow and the guard. “So… what are we gonna do?” he finally asked.

Rainbow was quiet for a moment before lifting her eyes to the guard and affixing him with a firm look. “You. Find my mother and aunt Luna. Tell them what’s going on, then follow their orders and do whatever they need you to do,” she commanded simply, lifting her head high.

The guard threw a quick salute. “Yes, your highness!” he affirmed before turning and sprinting off down the corridor.

As he left, Rainbow looked back down to Spike, and her ears drooped. He looked so small and scared. And really, she couldn’t blame him. The mare who had hatched him, who was all but a mother to him, had just turned into a monster in front of his eyes not long ago. The poor guy was probably shaken to his very core. 

“All the more reason to do something,” she told herself before giving him a reassuring smile. “You, Spike, stay here. Send word to our friends in Ponyville and let them know what’s going on, then stay here and stay safe,” she instructed before making her way for the door.

She paused partway there when Spike grabbed onto her tail. Frowning, Rainbow looked back at him. He stared back up at her uneasily, his eyes wide with fear and confusion. “Rainbow… what are you going to do?” he asked slowly before releasing his hold on her tail.

Rainbow paused, thinking the question over. That was the question, wasn’t it? After a few seconds, she lowered her head and faced the open doorway again. “...I’m going to stop Twilight, and I’m going to save her,” she said plainly before venturing forward. She didn’t wait for Spike to say anything before closing the door behind her.

“Stop Twilight, then save her… how do I do that?” she thought to herself, her mind racing for an answer. But alas, none came to her just then. She just didn’t have enough information, and her own mind was still struggling to piece itself back together after her meltdown.

With a shuddering breath, Rainbow glanced down at her injured wing. It was in better shape than before. Good enough to glide, at least.

“Good,” she thought, pushing away from the door and starting down the hall for the closest window she could recall. “I can’t afford to waste any time.”

As she went, she continued to rack her mind for any ideas on how to approach Twilight. When none presented themselves, she made a solemn resolution. 

“I guess I’ll just have to improvise.”


It was quiet in the streets of Canterlot. There were only a few small groups of ponies scattered around the streets at this late hour, most of them staying up late to relax and enjoy the calm that had settled over the city once Luna and Celestia had announced what had happened to the public, as well as the delay of the celebration, before restoring the night and day to their natural order.

The only other ponies on the streets were lunar guard patrols, although they were few and far between. A few nocturnal creatures skittered about in the darkness, mostly raccoons and stray cats or dogs hungry for some scraps in the various alleys. A few night owls hooted from the roofs of buildings before swooping down to snatch a mouse up from the stones before vanishing into the trees of one of the many parks that dotted the cityscape.

The Fallen Alicorn looked down at it all from her place high in the sky, her slit pupils narrowing with hunger as she took in the sight. There were so few guards and, being mostly thestrals, none of them would be able to lay a hoof on her. A simple flick of her magic would be easily sufficient to dispose of any that got in her way.

But she didn’t want to hurt anypony. She couldn’t make a silent mind sing for her, after all.

Narrowing her eyes, she scanned the streets for a suitable group of targets. It didn’t take her long to locate one such group emerging from a now-closed restaurant on a street corner. A larger earth pony stallion with some excess weight on his body accompanied a mare and a colt, both also earth ponies.

The Fallen Alicorn grinned and prepared to dive. She hesitated for a moment, a flickering vestige of reluctance and doubt burning a hole in her intentions. She floated there for several seconds, her mind wondering if this was truly what she wanted. 

It only took her a moment to make her choice. With a snort, she folded her wings up at her sides and entered into a controlled nosedive. She plummeted through the air, relishing the feeling of the wind rushing over her face and blowing back her already drifting mane. It sent her heart racing, making her feel oh so alive!

As the ground raced up to meet her, mere yards away, the alicorn snapped out her wings to slow her descent. Her timing was impeccable, bringing her hooves to alight upon the ground just ahead of the family with the weight of a gently falling feather.

The three ponies stopped in their tracks, the father quickly putting himself between the alicorn and his family with a startled look on his face. The alicorn grinned before lifting her eyes from the stone streets to look at them. The family all took a collective step back as they took in her visage, the foal immediately clinging to his mother with a worried whimper. 

The alicorn’s grin widened considerably, and she took a slow, predatory step forward. “Hello,” she purred in greeting. She briefly looked up at the sky, allowing the moonlight to reflect in her eyes “A pleasant night tonight, isn’t it?”

The stallion narrowed his eyes. A pitiful attempt to make himself look strong and defiant, but all it did was show how scared he truly was of the unknown entity before him. He swallowed before speaking, unable to keep an anxious tremor out of his voice. “It is… a-and who might you be?”

The alicorn’s grin widened, and the glow in her eyes grew brighter as she readied her new spell. “It’s funny… I was hoping you might be able to tell me that,” she said before her horn lit up with ghostly magic.

The stallion’s eyes widened, the same glow wrapping around his neck and constricting. The alicorn chuckled under her breath before lifting him into the air with her magic. She watched with amusement as he squirmed and kicked, his forehooves flying up to his throat. On the ground, his wife and son screamed in alarm, quickly backing away.

The alicorn’s grin faded as she scoffed, the glow on her horn ensnaring them as well. With their struggles proving fruitless, she hauled her first victims up until they were right in front of her.

“Wh-what do you- ack! What do you want?” the stallion gasped through her choking grip, his hoof fumbling for a pocket on his shirt. “Is it bits? I-I can give you-”

“I’m not interested in money,” the alicorn dismissed as if she were bored before closing her eyes. “I want something far more important…”

The spell she had devised since leaving her tower was raw, wild, and unrefined. It would be an exceedingly painful process for the recipient, making her pause for just a moment. She was quick to cast aside her reservations, though. Their pain meant nothing to her. If anything, she welcomed it. Enough pain would make anypony scream, and those screams would bring more ponies to her like moths to a flame.

With her grin contorting into a savage scowl, the alicorn pressed into the stallion’s head with her magic.

The reaction was immediate.

The stallion’s eyes went wide and unfocused, a harrowing scream of agony tearing out of him as a wispy tendril of cyan magic wormed its way between his eyes. He kicked and thrashed uncontrollably for several seconds before, with a withering sigh, he was released from the alicorn’s magic to drop to the ground in an unconscious heap.

Ignoring the horrified, frantic wails of the others, the alicorn withdrew the tendril from the stallion, pulling a small orb of lavender light along with it. She looked it over for a second with a disappointed frown. “...Name alone. How underwhelming,” she muttered, absorbing the light into herself and turning to the other two.

Their screams, too, fell silent after a moment, and the alicorn brought up two more spheres of light. Her eyes shimmered victoriously when she examined the mare’s memory. “Oh, crossed paths with me once, did she?” she chuckled before adding both orbs to her collection, the lights vanishing through her eyes and disappearing within. The alicorn then turned away from the family, catching sight of a collection of ponies of every type staring at her in wide-eyed shock from various windows along the street.

The alicorn’s smirk returned. “Oh, don’t you worry,” she said, the world around her going dark as her eyes glowed in the night. 

“You’ll all get your turn…”