My Little Pony Friendship is Magic What If?: Volume 4

by SuperPinkBrony12


S3 E5: Magic Duel (What If?)

It was a dark and rainy night in Canterlot, as a figure obscured by a thick black clock and matching hood dashed along the rain soaked streets of Equestria's capital city. Said figure was navigating their way through the back alleys, taking great care to avoid running into anypony. For the figure was searching for a rare and powerful artifact that promised to solve all its problems.

At last the figure found the location it had been searching for, a lonely little shop that would've been hard to distinguish amidst the shady buildings surrounding it. But upon entering, the cloaked figure could see that it was no ordinary shop, it was a mysterious pawn shop full of strange objects and knick knacks never seen before.

But the figure was looking for a particular object, and nothing it had seen so far matched the description. The figure began pushing and shoving various objects aside, frantically searching for the one thing it had sets it sights on. "Where is it?!" The figure thought angrily to itself. "It has to be here, it's nowhere else!"

Suddenly, the darkness was decreased a little, as a candle was lit. Emerging from the light, was a stallion with a pale grayish coat, amber eyes, and a dull purple mane and tail styled so that the mane had a single lock sticking out, and the tail looked like it had been cut short. The stallion had a pair of round glasses with a purple frame, a brown coat, a red and yellow beany hat, and a red scarf. "May I help you, traveler?" The shop keeper asked.

The figure didn't reply, so the shop keeper just went up to the counter and said to his guest. "Looking for something? I'm sure I've got just what you need. I've got stuff here that you won't find anywhere else in Equestria, and that's a gurantee."

The figure pointed a hoof off to the left of the shop keeper, eyeing a glass display case featuring an amulet with a red jewel in the center, and a black winged and horned pony displayed on the outside.

"Ah, the Alicorn Amulet," The shop keeper said, realizing at once what his client wanted. "I see you have fine taste my friend, this amulet is one of a kind. They say the wearer is blessed with powers beyond your wildest imagination, but be warned that it comes at a terrible price. Naturally I'm afraid I can't just sell it you, it's far too dangerous for anypony to wield. And besides, I don't think you could meet the offering price."

Not phased by the shop keeper's reluctance even the slightest, the figure simply tossed an entire bag worth of bits onto the counter. The shop keeper eyed the gold coins very carefully and reluctantly, as if debating whether he should turn down the offer. At last he made up his mind. "Well, I suppose if you want it that badly I'd be more than happy to part with it," He reluctantly said to his customer. "Would you like me to gift wrap that for you? Normally I'd charge extra for it, but for a customer like you I'd be willing to do it for free."

The figure only shook its head, and laid its eyes upon the amulet resting in its glass case. "At last, the greatest power amplifier ever known, and it's all mine!" The figure thought to itself, a rather fiendish smile forming on its face. "Now I'll show them all what REAL magic is! They'll regret ever making a fool of me!"

On the outskirts of Ponyville, leading towards the Everfree Forest, Fluttershy and Spike were watching Twilight practice her magic. More and more often she'd been coming to places like Fluttershy's cottage to practice in peace. Usually it was to master some new spell Princess Celestia had assigned to her as part of her advanced studies, but today it was for a different reason.

Fluttershy and Spike watched in silence, as Twilight concentrated all her energy into levitating the water out of a small pond, looping it into a figure eight. All the animals watched too, awestruck by what they were witnessing.

Twilight was visibly straining to hold the magical figure as she manipulated the water, but somehow she willed herself to continue on even as the pressure grew more and more intense. But at last, Twilight reached the limits of her ability, and the water dropped back into the pond.

Fluttershy was relieved to see that her animal friends were unharmed, and joined Spike in applauding Twilight's efforts. Spike was quick to speak up and compliment Twilight. "You're getting better and better all the time. Your magic has increased tremendously since you came to Ponyville."

"Thanks, Spike," Twilight replied, before she nervously added. "But do you think it'll be enough to impress Princess Celestia when she brings those Saddle Arabia delegates here tonight? She seems quite insistent on using this diplomatic visit as a chance to see just how powerful I've become. But I don't know if I'm ready for her 'magical pop quiz'."

Spike immediately shut down any concerns Twilight might have had, he knew her well enough to know what happened when those concerns went unaddressed. "Don't be so modest, Twilight," He told her with an honest smile. "You'll do great, I know it. Trust me, few know you better than I do. I've been by your side for years."

"I think Spike's right, Twilight," Fluttershy added. "I'm sure you'll easily impress Princess Celestia and the delegates. You've been practicing for days now, you're more than ready."

Twilight smiled as she looked at Spike and Fluttershy. "Thank you, both of you. I needed to hear that," Then she added. "It'll be nice to see Princess Celestia without some big crisis brewing for a change."

But just seconds after those words escaped Twilight's mouth, she was suddenly tackled to the ground by a rainbow blur! Said blur quickly revealed itself as Rainbow Dash, who looked as if she had just seen a ghost! "Twilight, come quick! It's an emergency!" She shouted.

"What are you talking about?!" Twilight asked, as she picked herself up.

"No time to explain! We've got to get to town square, stat!" Rainbow Dash frantically replied, and zoomed away in another rainbow blur!

Reluctantly, Twilight sighed, as she trotted into town. "I've really gotta learn not to jinx myself like this." She thought to herself.


By the time Twilight had arrived in town, there was already a commotion! A large crowd had gathered, and there were shouts of panic and confusion!

"Stop, leave me alone!" Rarity cried out, before she was struck by a dark red beam of magic. There was a puff of smoke, and Rarity found herself in the most unattractive and ugly looking dress consisting of clashing brown and green colors. "You monster!" She shrieked. "This shade of brown should only be used for accents! How could you do this to me?!" And she began to faint, fortunately for her Applejack and Pinkie Pie rushed forward and caught her.

"Quick, Applejack!" Pinkie shouted. "Let's get Rarity into a nice, soothing pink." And the two earth ponies trotted off, carrying their unicorn friend with them.

"What's going on here?!" Twilight asked, making her way to the center of the crowd.

"Well, well. If it isn't, Twilight Sparkle!" A voice called, revealing itself as belonging to an individual that wore a cloak and hood. Suddenly, the hood was removed, revealing a familiar light blue coated unicorn mare with an even lighter two tone blue mane and tail. However, her eyes were red instead of dark violet like they had been last time. And also, unlike last time, she had shed her hat and cape in favor of what appeared to be a necklace with a red jewel in the center.

Twilight gasped! She recognized that unicorn! "Trixie?!" She remarked, stepping back a bit. "How... surprising! I didn't expect to see you again so soon."

Trixie glared at Twilight quite harshly, almost as if she were about to throw daggers at Twilight. "It's been a while, Twilight. But at last I've come back to settle our score."

"You can't possibly mean..." Twilight began.

Trixie laughed rather wickedly. "That's right, Trixie has come to get her revenge! You ruined The Great and Powerful Trixie! Humiliated her and turned her into the biggest laughing stock in all of Equestria! And Trixie doesn't like that at all!"

"What are you talking about?!" Twilight protested. "We're not enemies! Do you realize what you're saying?!"

Trixie's only response was to coldly reply. "Don't act all innocent, you know what you did. Or perhaps, you need a reminder of what you did to Trixie!" She proceeded to light up her horn, which glowed a menacingly dark red. In a flash, a giant projector screen appeared and began to display images from Trixie's last appearance in Ponyville. "Ever since you showed me up with that Ursa Minor incident, Trixie's life has been nothing but terrible! I became known as the biggest laughing stock in all of Equestria!" As she spoke the projector screen started to show images of Trixie being publicly humiliated and heckled, even to the point where her wagon was being defaced with spray paint and crudely drawn images. "No matter where I went I was laughed at, all because of you! I even had to take a job on a rock farm, just to make a living! A rock farm!" The projector screen switched to show an amber coated earth pony stallion instructing Trixie, who was picking away at a huge rock with a tiny pick axe.

"Hey, you're lucky a rock farm would take the likes of you!" Pinkie protested, she recognized the rock farm as the one she had been born and spent part of her childhood on. "Don't you dare talk badly about my family's rock farm! Leave the Pies out of this!"

Trixie's response to Pinkie's comment, was to use her magic to remove Pinkie's mouth, and drop it into a trash can that then vanished. "That's enough out of you, blabber mouth! Next time, don't interrupt Trixie while she's speaking!"

Now it was Twilight's turn to glare. "Trixie, you give Pinkie her mouth back right now!"

"Gladly, once I defeat you!" Trixie taunted with a smirk.

"What?! Defeat me?! You're not making any sense!" Twilight protested.

"Then allow Trixie to put it in terms your feeble brain will understand," Trixie replied. "You versus Trixie, a magic duel! The loser leaves Ponyville, FOREVER!"

To the surprise of no one Twilight refused and shook her head. "Trixie, I don't want to fight you! There's no reason why we have to prove who's the best!"

"Yeah, Twilight never did anything to you." Snips nervously commented.

"S-she saved your life." Snails added. He and Snips were terrified of Trixie's behavior.

"Shut up, both of you!" Trixie bellowed to the two colts. "You were the ones who brought that Ursa Minor into town in the first place! You're just as guilty as Twilight!" She then turned back to Twilight. "Perhaps you need more convincing. If you can't think of a reason for us to fight, Trixie shall give you one!" Trixie surrounded Spike with her magic, and turned him into a ball.

"Hey, let go of me! Whatever your grudge against Twilight is I want no part of it!" Spike protested, even as he was tossed around.

"Put him down, Trixie!" Twilight demanded, then she added. "If you lay so much as one hoof on my son I'll never forgive you! You hear me?!"

"Trixie shall gladly release this so called son of yours," Trixie said with much eye rolling. "But not until you've agreed to face her! But if you don't want to play, that's fine. I'll just spend the rest of my time getting some well deserved payback from the town that dared to mock me. Trixie can hardly wait to see them all beg for mercy."

"You wouldn't dare!" Twilight said angrily.

"Try me!" Trixie retorted, glaring so hard at Twilight her eyes could stare directly into her rival's soul.

Twilight looked all around, she could already see the devastation that Trixie's actions were causing to her friends. It was becoming increasingly clear that Trixie was not going to take no for an answer. Reluctantly, Twilight finally looked at Trixie and said to her. "Fine, you win! I'll take your challenge, but I won't go easy on you! Now then, if you're finished picking on my friends please leave them alone. Your fight is with me, not anyone else. Got that?!"

Trixie sighed, but obeyed. "Fine, have your way," With a powerful flash of magic, all of her current act of malicious intent were undone. "There, are you happy now?" She asked, sounding rather unconcerned.

Pinkie spoke up before Twilight had a chance to say anything. "Taking my mouth away?! You've got some nerve, Trixie!"

Trixie glared and growled at Pinkie, causing the party pony to recoil slightly. "Zip it, or so help me Trixie will sew that big mouth of your shut! Same goes for the rest of you, anyone who dares to speak to Trixie without being spoken to will be punished severely!" That statement was more than enough to intimidate the crowd into silence, which only made the current situation even more tense.

"Alright, Trixie, let's duel!" Twilight declared.


It didn't take long for the magic duel to get under way. "Anything goes, and there is only one rule, we go until there's only one pony left standing." Trixie said with a smirk.

"Fine by me," Twilight replied. "You make the first move."

"Very well, but you'll soon regret it." Trixie said in a tone that sounded almost sadistic. She proceeded to envelope a nearby cart in her magic, and effortlessly hurled it through the air! Desperate ponies screamed and ran, hoping to get away from the cart before it crashed! But in the panic, one pony stumbled and soon found the shadow of the cart covering them! Terrified, the pony let out a scream!

Reacting quickly, Twilight caught the cart with her magic and moved it out of the way! The pony didn't hesitate to flee! "That was close!" Twilight thought, then she realized something else too. "Trixie really isn't playing around! I'm gonna have to be extra careful, something's not right here!"

Twilight then retaliated against Trixie by shooting a powerful magic beam at Trixie's face, there was a puff of smoke and Trixie grew a gigantic mustache. Everyone laughed, except for Trixie.

Trixie used her magic to cut off the mustache, and tossed a couple of pies in Twilight's direction. Twilight blocked the pies by summoning a parasprite with her magic, but then used her magic to send it away when the pies had been eaten, so as not to allow the parasprite to multiple.

Twilight then took the offensive again by dumping a huge pile of snow on top of Trixie, completely burying her. But Trixie quickly melted it with a powerful artificial sunlight spell.

The two unicorns briefly engaged in a beam struggle, but to the surprise of Twilight she found them evenly matched. "You're pretty good, Trixie. I'll give you that much."

"Are you surprised, Twilight?" Trixie asked with a smirk. "You didn't really think Trixie would be foolish enough to come here if she wasn't sure of victory, did you?"

"What else have you got up your sleeves?!" Twilight demanded of Trixie. "And just how did you become so powerful?!"

Trixie only make a tsking motion as she told Twilight. "As if I would be dumb enough to tell you," She then turned to Snips and Snails, and shouted at the two colts! "Snips! Snails! Front and center, NOW!"

"B-but Trixie-" Snips and Snails protested.

"I said NOW!" Trixie bellowed, dragging them into the center of town with her magic. "Now, this won't hurt a bit. Provided you two dunderheads hold still that is." She instructed, as she enveloped the two unicorn colts with her magic and lifted them into the air. With a sudden poof, Snips was turned into a foal, while Snails became an old stallion (he had even grown a beard).

Twilight was shocked, her jaw nearly dropped open right then and there! "What?! An age spell? But... how could you do an age spell? That's only for the highest level unicorns!" She exclaimed.

"Trixie is more powerful, or did I not make that clear before?" Trixie taunted. "What's the matter, Twilight Sparkle? Is a double age spell too much for you? Ready to give up?"

"No!" Twilight protested, even though she wasn't sure if she could actually reverse the spell. Swallowing hard, she enveloped Snips and Snails with her magic, and began to lift them into the air. But she was doing so rather slowly, and it was clearly taking a great deal of effort for her to do even that.

"Come on, Twilight," Spike quietly pleaded. "You can do this."

Twilight strained against the increasing pressure, as she tried to focus on turning Snips and Snails back to their original age. At first it seemed like she would be successful, a powerful light began to appear around the two and everypony shielded their eyes. But all too soon the light faded, Snips and Snails remained unchanged, and Twilight looked exhausted. Her legs looked ready to give out at a moment's notice, and indeed they did. "Darn it. Not here, not now." She weakly exclaimed, as she collapsed onto the ground.

"NOOOOOOOOOOOOOOOOOOOO!" Spike bellowed at the top of his lungs, immediately rushing to Twilight's side. "Come on, Twilight! Get up! You can't lose! You can't!" He tried to no avail to get Twilight to stand up, but he didn't have enough strength to do so. The reality slowly sank in.

"Trixie is the highest level unicorn!" Trixie boasted, cackling in delight. "And you, Twilight Sparkle! You were a fool to ever challenge The Great and Powerful Trixie! Now, it's time for you to leave Ponyville, forever!"

Twilight lacked any strength to stand up, so her friends quickly stepped in front of her and each of them glared at Trixie. "Now hold on just a minute there, Trixie!" Applejack protested. "Twilight ain't goin' anywhere, not while we're here for her!"

"You've proved your point," Rarity added. "Now leave her alone. You can't possibly expect Twilight to leave Ponyville!"

"You fools! As if you had a choice in the matter!" Trixie replied, grasping Twilight with her magic and effortlessly dragging her out of town, tossing her like a rag doll onto the path leading to the Everfree Forest. She then lit up her horn, and a huge, red bubble enveloped Ponyville. Twilight was completely cut off, unable to break through the bubble. And her friends soon found that they couldn't either.

Spike was practically hysterical, breaking down and sobbing loudly. "I-I promise you this isn't over!" He said, looking at Twilight. "Somehow, someway, I'll find a way to bring you back!"

"I know you will, my son," Twilight replied, struggling to hold back her own tears. "I know this is going to be hard for you, but this isn't the first time we've been seperated either."

"B-but it's different now!" Spike protested, still sobbing. "Please, don't leave me! Without you, I-I don't know what I'll do!"

"Spike? Spike?! Spike, please look at me!" Twilight instructed.

Spike somehow forced himself to do so, even though it pained him greatly. Looking at Twilight from inside the bubble only reminded him of what he was trying desperately not to think about. "M-M-Mom! Mom!" Was all he could bring himself to say, as he kept pounding on the bubble in the vain hopes that somehow he might break it.

Twilight looked at Spike and put on the bravest face she could muster up under the current circumstances. "Please, my son. You have to be strong, for your sake and for mine. We'll figure something out eventually, but for right now I need you to be brave. Be that noble dragon you've always wanted to be. Do you think you can do that for me?"

"..... I'll.... I'll try! Believe me, I'll try my hardest!" Spike said as bravely as he could, but he didn't bother to wipe away his tears. "Please, promise me you'll come back. Promise me that."

With tears of her own streaming down her face, Twilight nodded at Spike as she replied. "That's all I can ask for, my son. Be brave for Mommy," She then blew a kiss, even though she knew it wouldn't be able to reach through the barrier. "Now you know that I will always be with you, in spirit. As long as you remember that, we are never truly alone. Trixie may have us seperated physically, but she can't break the bond we share," Then she turned to her friends and said to all of them. "Don't worry about me, girls. I'll figure something out, just give me time."

"Of course you will, egghead," Rainbow Dash nodded, even though her tone of voice made it clear how concerned she was. "You always find a way out of tight spots like this. We'll do our best to hold down the fort until you come back."

Twilight smiled, wiping away her tears. "Thank you all, you truly are the best friends I could ask for. Just take care of each other, and Spike as well. I know this is going to be a very difficult time for him."

"For you, Twilight, we'll do our very best to be there for him," Rarity promised. "And if Trixie dares touch a single scale of his, we'll make her sorry!"

"Good," Twilight said in a somewhat happy but still somber tone. Then she added. "And keep an eye on Trixie. I can't put my hoof on it, but there's something strange about her. If you need to contact me, I'll probably be with Zecora, training for a rematch." And with that, she turned and trotted off towards the Everfree Forest.

"Twilight?" Spike asked, as he watched the pony he'd come to know not just as someone to assist and as a friend, but also as a mother, trot away. Before long, she was gone. Already, Twilight's absence weighed heavily on Spike's heart. To the dragon, it felt like he had been punched in the stomach over and over again, it hurt badly.

Applejack sighed, as she wrapped a hoof around Spike. "Come on, there's no sense hangin' around here. Best we start tryin' to find out how in the hay Trixie became so powerful, and if there's anythin' we can do about it."

But in his mind, all Spike could think about was Twilight, and how Trixie had taken her away from him. "Just you wait, Trixie!" He thought, clenching his claws. "When Princess Celestia finds out about this, you won't have anything to gloat about! And if it's the last thing I do, you'll pay for kicking my mother out of town!"


True to her word, Twilight immediately sought out Zecora. She knew the only way to get back into Ponyville was by defeating Trixie in another magic duel, but to do that she would need to become more powerful and fast. Cut off from her only source of contacting Princess Celestia, and without any way to reach Princess Luna or Princess Cadence, Zecora was the closest source of magical advice that she could find.

Zecora was more than happy to take Twilight in, and calmly listened while Twilight explained her story. It was only once Twilight had finished speaking that Zecora finally made a comment. "Twilight, your tale of woe does upset me so," She told the unicorn. "No wonder you're so sour, it's an abuse of power!"

"I know," Twilight complained, pacing back and forth. "But I don't know what to do, Zecora. I feel like I've abandoned all of my friends, to say nothing of my only son, Spike. But I can't take Trixie on horn-to-horn again, not in my current state. She'll wipe the floor with me."

Zecora was silent for a moment, as she sipped her herbal tea. When she had finished and set the mug down, she finally spoke. "There is little you can do now to match Trixie's power. You must trust that your friends will not cower. But if you train with me, so good you'll be. I'll gladly teach you all that I know, and then you will able to put an end to her show."

Twilight was relieved, but also concerned. "So you'll train me then?" She asked, to which the zebra nodded. "But Trixie was doing age spells, weather spells, you name it! You really think I could improve enough to win a rematch?"

"When it comes to magic, it would be tragic if somepony licked me, especially Trixie." Zecora replied, sounding surprisingly angered for a change. Twilight had seldom seen the enchantress so worked up before.

"Okay, I suppose I have no choice. Zecora, I am officially your student from here on out!" Twilight proudly declared. "Now then, when do we start?"


Back in Ponyville, things were already not going well for any of the inhabitants. Mere moments after her victory over Twilight, Trixie stormed into town hall and took over, trapping Mayor Mare in a cage.

"Just you wait, the princesses of Equestria will not stand for this aggression!" Mayor Mare vowed, rattling the bars of her cage. "If you had asked nicely, I might have been willing to relinquish power! But now you've only ensured that nopony will support you! This town is tougher than you think!"

Trixie wasn't bothered at all by Mayor Mare's statement. "Let anyone foolish enough to challenge Trixie try!" She boasted loudly. "They'll only meet the same fate as Twilight!" She then turned her attention to The Cakes. "You two! Hurry up with my throne," She ordered. "Prove you're good for something."

Pinkie wanted nothing more than to open her mouth and protest Trixie's treatment of The Cakes, but she didn't dare for fear that Trixie would retaliate by shutting her up for good. All she could do was stand and glare at Trixie, narrowing her eyes in frustration.

Trixie didn't seem to pay any attention to the nasty looks and comments she was receiving from the inhabitants of Ponyville. All she did was turn her attention to the next item on her agenda. "And you, how long do I have to wait for my applesauce facial?" She demanded of Applejack. "Trixie wants an answer, and she wants it now!"

Applejack looked Trixie right in the eyes and stubbornly told her. "Forget it, Trixie! You ain't the boss of me! I'm only gonna say this once: Bring back Twilight, or else I ain't doin' anythin' for you! No way, no how, no chance!"

"Stubborn fool! Perhaps I need to teach you a lesson!" Trixie growled in frustration, as she used her magic to produce a feather and tickle Applejack relentlessly. "Face it, Applejack. This is happening one way or another. So you gonna do what I ask, or are you going to be difficult? Either way works for Trixie, but can you stand to be tickled until it hurts? Trust me, it's very painful."

Applejack tried her hardest to resist, but the giggles soon slipped out anyway. "Okay, okay, enough already!" She complained with tears in her eyes. "I'll do it! Just make it stop, please! Hoo!"

"As you wish," Trixie smiled, ending the tickle torture and placing Applejack on the ground again. "Now was that so hard?" She asked with a voice that sounded so sweet you almost forgot who it was coming from.

Applejack didn't say anything, she just gritted her teeth and went back to grinding up apples with her bare hooves.

Just then, there was a crash. In her haste to remain silent, Pinkie had tripped over some boxes. And unfortunately, it gave Trixie an idea.

"I thought I told you to dance!" She complained to Pinkie, before she used her magic to force Pinkie into all sorts of crazy dance steps against her will. "That's right, dance! Dance for your new master! You're like a puppet in a play, and I'm the puppet master. So let that serve as a warning to you all, defy Trixie at your own risk."

Rarity was more than horrified by what she was witnessing, and it didn't help that Trixie had forced Rainbow Dash to bring in dark clouds filled with thunder and lightning. In just a short time, Ponyville had quickly become a terrible place to live. "Oh, Trixie's cruel magic is ruining Ponyville," She said to herself, before she accidentally jabbed herself with a sewing needle and her hoof turned red as the puncture bled slighlty. "Ow! Son of a-" Rarity began, before she willed herself to grunt and scream. "Oh, somepony has to help us!" She thought outloud.

Fluttershy was outside, watching the whole thing unfold. She wasn't sure why Trixie had decided to spare her for the time being, but she couldn't stand seeing her friends in pain. It especially didn't help that she had seen Spike lock himself up in the Golden Oaks Library, desperately searching for something to explain why Trixie had become so powerful. "Please, hurry Twilight," The shy pegasus thought to herself. "We're just barely holding together without you. It's worse than we thought, Trixie has gone stark raving mad!"


Twilight was busy training with Zecora, the zebra had instructed Twilight to stand in the middle of a pond and levitate herself slightly above it. She had also told Twilight to close her eyes and concentrate on moving some bubbles of water around in a circle.

Zecora herself was perched on a stick, calmly meditating. "Ah yes, no noise, no sound, no din, and no fuss must interfere with your focus," She instructed. "Unlearn what you have already learned. For only then can victory truly be earned."

Twilight attempted to do as Zecora had instructed, and clear her mind of all distractions. She attempted to push out her thoughts and concerns, so she could focus solely on the training. But it was impossible, Trixie's words and actions still rang clearly in her mind and she couldn't forget about them. Twilight lost her focus, let out a yelp, and fell into the pond! Fortunately, it wasn't very deep, and she quickly climbed out. But she was soaking wet, and Zecora was not pleased.

With a shake of her head Zecora simply lectured. "Twilight, there is much, much that I can teach, but it seems the answer you need is still out of reach."

"I'm sorry, Zecora," Twilight apologized. "I don't mean to disrespect you or your training methods, but I just can't do what you do. I can't change who I am, not even if I thought it would make me stronger. My friends and my son are counting on me to come back and save them, I can't just push them out of my mind. Not after the promises I made. And that doesn't even begin to cover Trixie. I'm trying my best, but... I can't stop thinking about her. There was something different about her. Last time she was here, she spent half her time toying with her opponents and constantly mocking them, but now it's like she's gone from pretending to be high and mighty, to actually being mean and nasty. She's changed somehow, and I wish I knew why. This doesn't feel like the kind of rematch she wanted."

Zecora said nothing for a moment, before she finally looked at Twilight and calmly said. "I appreciate your concerns but for now your thinking needs to readjust. If you wish to defeat Trixie, total concentration is a must."


Back in Ponyville, Spike had called all his friends to a secret meeting in the Golden Oaks Library. Everypony was surprised, but decided it was best to hear him out in case he had discovered something that could help them.

Each of the girls knocked on the door in the secret code Spike had instructed them to use. They waited for a minute or two, but there was no reply.

"Well, I guess that's it then. No point hanging around if there's nothing to see," Rainbow Dash spoke up. "I may not like Trixie at all, but even I know it's too dangerous for us to give her reason to think we're plotting against her. If Spike doesn't have anything that can help us, we'll just have to go back to working for Trixie and hope that Princess Celestia shows up soon to put Trixie in her place."

But before anypony could think of turning around and leaving, the door of the library swung open. "Good, you're here." Spike whispered, and quickly ushered them inside, locking the door.

"What's going on, Spike? Why all the secrecy?" Rarity anxiously asked. "I don't know if you've noticed but Trixie has completely lost her mind."

"I know," Spike replied. "And I think I know why. It's that thing she has around her neck, it's corrupting her thoughts."

"Now hold on just a minute there, Spike," Applejack protested. "I don't like the way Trixe's actin' any more than you do, but that ain't a good reason to start jumpin' to conclusions."

Spike groaned. "I'm not making this up, I can prove it! Just an hour ago while I was sorting the books out to distract my thoughts, I found one that had a picture of that thing Trixie's wearing," He rushed to grab the very book, it was very old, worn, and torn. Spike picked it up, brought it before the five mares, and flipped it to the page depicting what Trixie had been wearing around her neck. "There, now do you believe me?" He asked them.

Everypony was speechless, none of them dared to say a word. In just the span of a few hours, they had been cut off from perhaps their closest friend, and had questioned another (albeit for good reason).

Spike read aloud from the page. "The Alicorn Amulet: According to legend it was among the artifacts created by the evil King Sombra during his brief reign over the Crystal Empire. Wearing it grants the user untold magical powers beyond your wildest imagination. Even the most complicated of spells are reduced to child's play. But all that power comes at a terrible cost. The amulet is infested with dark magic and said to posses a fragment of Sombra's spirit. Naturally, whoever wears the amulet is possessed by it, unable to break free of its corruptive influences. They are slowly driven insane and even paranoid. As a result, it has been declared illegal to wear the amulet or have it in your possession, for it is too dangerous to be used."

"So that's it!" Pinkie gasped, and everypony else did the same. "That explains everything. But, how are we gonna get that information to Twilight?"

"I hate to admit it, but Pinkie's right," Rarity spoke up. "Trixie's made it clear that with the bubble in place no one's getting in or out of Ponyville without her permission. There's no way she'll just let us go, not even if we try to lie."

"We'll just have to sneak past that bubble somehow!" Rainbow Dash suggested. "Once Twilight finds out about the amulet, she's sure to have a plan to get it away from Trixie and put an end to this nightmare!"

But before anypony could think of a plan, the door was knocked off its hinges and Trixie came dashing into the room accompanied by Snips and Snails. By now her red eyes had become increasingly obvious to spot. "Oh my my, what have we here?" She scoffed. "Six subjects plotting treason against Ponyville's new empress? Well, we can't have that, can we?"

"Trixie, I know you're in there, somewhere!" Fluttershy pleaded. "Please, you've got to take off that amulet! It's controlling you, making you do stuff you wouldn't normally do!"

Trixie only laughed. "Take it off? Ha, fat chance! This little amulet of mine has given me incredible powers, and now I plan on using them! Don't even think about trying to trick me into getting rid of it, I'm smarter than any of you and more powerful to boot! So, are you going to come quietly and serve as an example for others? Or are you going to resist and make this more difficult for all of us?"

Naturally, everyone decided to run. They quickly dashed past Trixie, running out the front door, and into the streets of Ponyville. Trixie sighed. "Why do they always run? It never ends well," She turned to Snips and Snails. "You two, fetch my chariot, on the double! We're going after those traitors!"

"Um, y-yes ma'am! Right away ma'am!" Snips and Snails reluctantly obliged, and soon returned with Trixie's chariot. It had all the makings of a fine chariot, except for one thing, it had no wheels.

Trixie wasn't bothered by that fact, she just jumped into the chariot and cracked the whip loudly. "Pull, you fools!" She ordered.

"But... wouldn't it be faster if we had some... wheels?!" Snips reluctantly asked.

"The Great and Powerful Trixie doesn't trust wheels. Now pull!" Trixie ordered, cracking the whip again!

"I'm telling ya, Snips, she's getting weirder and weirder! I'm starting to miss the days when she was just a magician!" Snails complained, as he and Snips reluctantly began to move, pulling the chariot with them.

"Don't you dare care Trixie a magician!" Trixie bellowed. "Trixie is no mere illusionist playing simple parlor tricks! Trixie is the soon to be rightful ruler of all of Equestria!"

Unfortunately for Trixie, Snips and Snails could only pull so fast. And it wasn't long before all six traitors had slipped away. Trixie was, needless to say, anything but pleased by this. "Unbelievable! They've made a fool out of the Great and Powerful Trixie!" She muttered to herself. "They'll pay dearly for their acts of betrayal! When I find them, I'll make them pay! Pay for everything they've done to me!"


With a little bit of help from Fluttershy's beaver friends, the girls and Spike were able to smuggle Applejack out of the bubble and send her deep into the Everfree Forest to find Twilight and Zecora. Upon arriving, Applejack wasted no time in telling Twilight everything that had happened.

"And that's the whole story, Twilight. That there amulet's made Trixie as crazy as a coot," Applejack said, taking breaks only periodically to sip the herbal tea Zecora had provided to help calm her down. "You've got to come back to Ponyville and defeat her, it's the only way she can be stopped."

"What about Princess Celestia?" Twilight asked. "Surely, Spike would've sent this information to her as well."

Applejack sighed and shook her head. "He tried that, Twilight. Whatever kind of protective spell went into that bubble, it's a darn good one. Not even scrolls can get past it. Hay, we're lucky it was possible to tunnel underneath it. We're in real deep horseapples here, Twilight. The more Trixie uses that amulet, the more it corrupts her."

"But, how am I supposed to defeat her?" Twilight pondered out loud. "And even assuming I could, how am I suppose to get her to take off that amulet? I don't want to hurt her, I know she's not acting like herself."

To the surprise of both Twilight and Applejack, Zecora spoke up and said. "Twilight Sparkle, I have taught you all that I know. I've seen for myself how much your power can grow. Much work have you done. You learned all of my lessons; all but one. However, if Trixie's attitude is what has you in a fix, then the time has come for you to nix your own magic and trust the magic of six."

"What in the hay does that even mean?!" Applejack complained. "We could really use a straight answer here, Zecora!"

But Twilight just pondered what Zecora had told her, until at last she realized it. "Trust the magic of six, that's it! I see what you mean now, Zecora! You're a genius!" Then she started scribbling something down on a piece of paper as she said to Applejack. "Now then, we'll need to get you back into Ponyville. Once there, gather up everypony you can find and tell them the plan."

"You think it will work?" Applejack asked.

"It's a long shot, but if it does work we should have Trixie back to her old self in no time." Twilight nodded.


Sometime later, Trixie was alerted to someone touching the protective bubble around Ponyville. And so she reluctantly set off in her chariot to investigate. "This had better not be a false alarm!" She complained, as she neared the edge of town. "Or the Great and Powerful Trixie will–" Then she gasped, as she saw Twilight staring right back at her. "You again! What's the matter, Twilight Sparkle? Not enjoying your exile? You do realize you're not coming back in, right?"

Twilight just glared at Trixie, eyeing the amulet wrapped firmly around her neck. "I know about the Alicorn Amulet, Trixie. I know you cheated," Twilight accused. "I'm pretty sure power amplifiers weren't part of the deal."

Trixie feigned innocence. "Cheated? Moi? You've got a lot of nerve. So let's say you're right, what's a powerless pipsqueak like you going to do about?"

Twilight smirked, as she pulled out an amulet with what looked like a green orb in the center. "Oh, I don't know. I mean, I thought you might wanna see what a real magical amulet looks like. Zecora gave it to me. It's from beyond the Everfree Forest, and it's way more powerful than your measly little Alicorn Amulet."

"Ha, a lie if I ever heard one!" Trixie boasted. "Nothing's more powerful than the Alicorn Amulet! And nopony's more powerful than the Great and Powerful Trixie!"

"Care to put your money where you mouth is, Trixie?" Twilight asked with a grin. "How about another duel? I know I can beat you this time, I've been practicing."

"Why should I? I already beat you, and as much as I'd love to humiliate you more I've got better things to do," Trixie replied. "Besides, it doesn't matter how powerful you think you've become. You're still no match for me!"

"Your loss," Twilight replied, pretending to be unconcerned. "But I guess you'll never see the totally awesome magic from beyond the Everfree Forest. Come on, Zecora. Let's just go back to your hut and leave the not so powerful Trixie to stroke her ego."

Those words played right to Trixie's ego, just as Twilight had anticipated. So it was of little surprise when Trixie teleported outside the bubble and said to Twilight. "Okay, okay, you're on! A second duel. And when I crush you, not only I will kick you back to the Everfree Forest, but I'll take that amulet of yours and crush it in my bare hooves."

"We'll see about that, Trixie. Don't count your chickens before they're hatched." Twilight warned.


Twilight and Trixie once again took their rightful places in the center of town, and just like before a huge crowd had gathered to watch the duel take place.

A few minutes passed without a word being said, Twilight and Trixie just stared at each other as if daring the other to say something. At last, following a clap of thunder, Trixie spoke up. "Let's start with a simple age spell, shall we? Maybe this time you'll have better luck."

"Go ahead, make your move." Twilight firmly replied.

"Gladly," Trixie smirked. "It's a pity, but I guess some ponies just never learn. Don't say Trixie didn't warn you though," Then she turned to Snips and Snails and said to them. "Snips, Snails."

"Not again!" The two colts complained, as they were transformed into babies and began to cry.

"An oldie, but a goldie, ha," Trixie laughed. "This time the rules are a bit different, since you're so convinced that amulet of yours is stronger than mine. Show me just what it can do, and I'll decide for myself which amulet is stronger."

"Very well then, and the winner is whoever has the stronger amulet," Twilight agreed, then she turned to the audience and called out. "Um, Applejack, Rarity? Could you come help me, please?"

Applejack and Rarity seemed surprised, but they reluctantly agreed and stepped forward. Twilight lit up her horn, and zapped them both, causing them to disappear in a puff of violet red smoke. When the smoke cleared, they had been replaced by filly versions of themselves, even their cutie marks had vanished.

Trixie was a bit surprised, but tried not to let it show. "Oh, ho-hum. So you can do an age spell, big deal."

"Perhaps you need more convincing," Twilight replied. "Very well, watch closely." She lit up her horn again, and turned Applejack and Rarity back to normal. Then she did it again, this time turning Applejack into an old mare, before turning Applejack back to normal.

Trixie's mouth dropped open in shock! "That's... That's impossible! There's no way you're stronger than I am!"

"Still need more proof? Fine," Twilight simply replied and fired a beam of magic at Rainbow Dash. "Check this out."

"Yow!" Rainbow Dash screamed, before a second Rainbow Dash suddenly appeared behind her and stood next to her.

"What?! But how did you-" Trixie exclaimed.

"Just a simple duplication spell," Twilight smirked. "And not that I mean to change the subject, but you ever see one pony play ten instruments before?" She then fired her horn at Pinkie, and in a puff of smoke Pinkie started playing an entire one pony band with no trouble at all.

Trixie was speechless! All she could bring herself to say was. "This... just can't be! The Great and Powerful Trixie will not settle for second best!"

Twilight ignored Trixie's comment and simply laughed as she said. " Ooh, one more. I can turn a mare into a stallion."

Applejack was horrified at the idea. "W-what?!" She exclaimed, before she was hit by Twilight's magic. When the smoke cleared, there stood a male Applejack who blushed and simply said. "Eeyup." Applejack was quite relieved to be turned back to normal a few seconds later.

Twilight smiled, it was clear who had won this magic duel. "Well, Trixie, looks like my amulet is more powerful than yours– " But all of a sudden, Trixie surrounded Twilight's amulet and yanked it off! "Hey! Give that back!" She demanded.

"If that amulet is really so powerful, than Trixie must have it for herself! And with said amulet, I shall now rule all of Equestria!" Trixie bellowed, as she removed the alicorn amulet and slipped Twilight's amulet on. A few ponies noticed that when she did so, her eyes stopped glowing red, but most were in too great a state of shock and worry to pay any attention! "Witness, my subjects. Gaze upon an ever greater and 'powerful-er' Trixie!"

All of a sudden, one of the Rainbow Dash's swooped down and snatched the Alicorn Amulet out of Trixie's hooves. "I'll take that, thank you very much!" She called out, as she flew up into the air.

"Hey!" Trixie shouted, before she realized what she still had on her. "Forget it, I don't need the Alicorn Amulet. I have this!" She shot off a beam of electricity at Rainbow Dash!

Rainbow Dash stopped flying, but to the surprise of everyone she started to laugh! "Stop it! Tha— that tickles!" She said in between giggles.

"Tickles?!" Trixie asked in frustration. "But that was supposed to make you writhe in agony, not tickle you! I put everything I had into that attack! This amulet must be defective or something, give my old one back!"

Rainbow Dash ignored Trixie, simply flying over to Zecora and placing the Alicorn Amulet in a box that Zecora locked shut! "Sorry, Trixie. But that amulet's going back into hiding, where it rightfully belongs. You ain't ever getting it back!" She said in reply.

"And by the way, Trixie," Twilight added, approaching the defeated magician. "I hate to tell you this, but that amulet around your neck? It's just one of Zecora's doorstops, it doesn't have any actual power." As soon as she spoke those words, the orb slipped from the necklace and shattered to pieces.

"I... don't believe it!" Trixie exclaimed. "But... how the heck did you do all those spells? Nopony can do all those spells!"

"You're right, Trixie. Even a pony like me couldn't have done all those spells alone," Twilight replied and explained. "But you see, Zecora taught me so much about magic while I was in exile. She even taught me when not to use it. I realized that my magic alone wasn't powerful enough to take on the Alicorn Amulet head to head, so I needed to use a different kind of magic – the magic of friendship. With a little help from the town and some smoke and mirrors, I was able to fool even a well trained magician like yourself. I also knew that the only pony who could get the amulet off your neck was you."

Trixie's mouth dropped open in shock once again, she couldn't believe what she'd just heard. "Beaten at my own game," She realized. "I've never been so humiliated in all my life," Then she added. "But... what about the pony with the ten instruments?"

Twilight just laughed. "Oh, that wasn't my magic, it was Pinkie's own brand of magic. Just ask her yourself, it's an old trick she picked up from her family."

"Oh." Was all Trixie could bring herself to say, as the sky cleared and ponies began to cheer and celebrate Twilight's victory.

But before Trixie had a chance to think of escaping again, Princess Celestia arrived with the Saddle Arabia delegates. "Did I hear somepony mention the Alicorn Amulet?" She asked, showing a rare display of seriousness that unnerved almost everyone.

Reluctantly, Trixie stepped forward, bowed her head, and confessed. "It.... was me, princess. The Weak and Powerless Trixie."

"Is that so?" Princess Celestia asked, the look she gave Trixie was so powerful that it could've frightened even an Ursa Major.

Trixie gulped. "I... have no excuse for what I've done. I obtained the Alicorn Amulet, put it on, and used it to seek revenge and take over Ponyville. As soon as it was on, it clung to my mind and wouldn't let go, generating all kinds of terrible, horrible thoughts. Deep down, I knew what was going on and what it was making me do, but I tried to tell myself I didn't care. All I could think about was proving I was stronger than those who dared to heckle me. I wanted to show that Trixie really could be Great and Powerful again," With a sad sigh she added. "But I suppose that will never happen now. Whatever punishment you wish to bestow upon Trixie, I shall rightfully accept it. Heck, turn me to stone if you want. I know I deserve it."

Princess Celestia was silent for a couple of minutes, as she looked upon Trixie while weighing what she had been told. At last, she opened her mouth to speak.

But before any declaration of punishment could be given, Twilight shouted. "Wait!" She then approached her mentor and after bowing to her she said as firmly as she could. "Please, you must understand, Princess Celestia. What Trixie did was horrible, no one will deny that. But nopony got hurt, the worst she did in her brief reign was lock Mayor Mare in a cage, and tickle torture Applejack for a little bit. The amulet drove her mad, made her power hungry. But everything she did can be undone, and the last time she was here she showed a willingness to do what was right. I know that she can be a good pony. She turned to the amulet not out of a desire for revenge, but simply out of an act of desperation. Take that into consideration when you punish her."

"Thank you for your input, Twilight," Princess Celestia nodded, but firmly replied. "That still doesn't change what she did, or the fact that she still put the Alicorn Amulet on. There's a very good reason why I said nopony was to wear it, even the strongest minded individuals cannot resist its dark influences. In more powerful hooves, it could've caused untold amounts of devastation and suffering," Then she looked at Trixie and asked her. "So, do you not deny that you chose to wear the amulet in spite of the warnings?"

"Yes." Trixie softly replied, unable to think of anything else to say.

"Okay," Princess Celestia said firmly, and then she cleared her throat. "Trixie, as punishment for your actions, I want you to assist Zecora in the next month. And then I expect you to write a reflective letter addressed to me about what you have learned, about the dangers of seeking power you can't control, and why putting on the Alicorn Amulet was wrong. I will also be expecting you to give an apology to everyone you wronged while you were under the effects of the Alicorn Amulet. Do I make myself clear?"

"Yes, Princess." Trixie nodded.

Princess Celestia smiled. "Very well then, you may rise. I don't expect you to stick around here for long, but I do hope you'll at least stay for Twilight's magic show tonight. You are a magician, are you not?"

"Yes. How did you know?" Trixie asked.

"Word of mouth spreads pretty fast," Princess Celestia replied, before she added in a serious tone. "And one more thing. Spike's scroll told me everything about what you've done, including what you did to Twilight. So let me warn you, that if you ever hurt Twilight again for any reason, I may not be so forgiving. Twilight is very much like a daughter to me, I love her possibly more than I have ever loved any of my students. And I would literally move mountains if I thought she was in real danger."

Trixie gulped, she would've never imagined that Princess Celestia could be so scary. "Trixie shall keep that in mind, your majesty. And she is truly sorry that all of this had to happen."

"I'm sure you are," Princess Celestia agreed. "But I am not the only one to whom you should be apologizing."


Trixie quickly set about apologizing, first doing so with Snips and Snails (after getting Princess Celestia's help to turn them back to normal of course). "I'm.... really sorry about all of that. You two were the first fans I ever had, and I treated you like servants." She apologized.

"Whatever, just don't ever turn us into foals or old ponies ever again," Snips complained. "Come on, Snails. I think it's time we rethink our hero worship."

Snails reluctantly agreed. "Sorry, Trixie," He said to the magician. "I do hope you'll put on that hat and cape again someday, but for right now it's probably best if you stay away from us. It's gonna take some time for us to get over what you did."

"I don't blame either of you." Trixie replied, and went to find Spike.

Spike barely managed to look Trixie in the eyes without getting angry. "I know what you're gonna say to me, I know you're gonna say 'I'm sorry', and I know Twilight would want me to accept your apology. But just so we're clear, I don't really forgive you for what you did. You hurt my mom, and for that I don't think I can ever forgive you!"

"Fine, but can we at least agree to let bygons be bygons and not bring it up again?" Trixie asked the dragon.

"If it'll get you off my back, of course," Spike agreed. "But this changes nothing. Words can't heal the wounds you inflicted on me, in fact I don't think anything you say or do will. I don't hate you, but I'm certainly not going to just forget what you did."

Accepting the 'apology' she got from Spike, Trixie next had to answer to Mayor Mare, who was still a bit furious about being caged.

"I'm only accepting your apology because it's the right thing to do," Mayor Mare said firmly. "If it were up to me, I'd probably bare you from entering this town again for quite some time. If there's one thing I can't stand, it's being made a fool of."

"Trixie shall keep that in mind if she ever does come back here." Trixie replied, before she left town hall.

Trixie spent the next two and a half hours apologizing to everyone in Ponyville, even including Twilight's friends. For the most part, everyone's response was more or less the same. "I accept your apology, but I'm not going to forget what you did today." (Though Pinkie did mention she was sorry for her outburst when Trixie had first showed up).

At last, Trixie had only one being left to apologize to, and it was the hardest one of all. The very pony who had bested her twice, Twilight Sparkle.

"I can't just apologize to her," Trixie thought to herself, as the sun began to set. By this point she had put her hat and cape back on, and was now dressed in her magician attire once again. "After everything I've said and done to her, and everything she's done for me, simply saying sorry won't be enough. But how can I truly make it up to her? How I can truly show Twilight that I'm sorry for everything, and that I'm not ungrateful?"

As the sun slowly began to sink in the west, Trixie looked down upon Ponyville from her spot atop a nearby hill. It was then that she noticed the stage set up for Twilight's performance, and that was when an idea came into her mind.


The silvery light of Luna's moon shone down upon Ponyville, as Twilight began her performance. Everypony was amazed at the impressive display Twilight was putting on, as she effortlessly manipulated the water from two buckets into forming a looping figure eight. Even Princess Celestia and the Saddle Arabia delegates were impressed.

Suddenly, a series of fireworks shot off into the night sky, attracting the attention of everyone.

Twilight spun around and recognized that the fireworks had come from Trixie. All the same, she was surprised. "Trixie?" She asked softly.

"It's the least I could do. I treated you and your friends so horribly when I was wearing that Alicorn Amulet," Trixie said sadly. "What I don't get is, why did you stick up for me in front of Princess Celestia? I was a terrible pony, and you had every right to be mad with me. But you stood up for me. Why did you do it?"

Twilight smiled. "Because, Trixie, I know that deep down you can be a good pony. And I know you know that too. If you were really in so much trouble, all you had to do was ask for help. I wasn't about to let a pony like you be punished without the good and the bad both being accounted for, so that you could be judged accordingly."

"Does this mean you forgive me? I mean, you can forgive me, can't you?" Trixie asked, looking up at Twilight with the most pleading eyes she could muster up.

Twilight pondered for a moment or two, before she looked at Trixie and said. "I guess so. But I take it you're still intent on that rematch you promised me last time you left town?"

Trixie nodded. "You know me too well, Twilight. I wanted an honorable duel between the two of us, no amulets, no threats. Just a simple 'last pony standing' contest between you and I. But it's abundantly clear that the gap between our magical powers has only gotten stronger. So once Trixie's punishment is up, she shall be going away to train and perfect her magical abilities. And when she is certain that she has closed the gap, she will be coming back to settle the score once and for all."

"I'll look forward to it, Trixie," Twilight replied. "Just make sure to write to me when you issue your challenge, I'd rather not be caught off guard if you don't mind."

"That's a promise, so you best watch out, Twilight Sparkle," Trixie said firmly. "Because when you least expect it, The Great and Apologetic Trixie shall return." And with that, she ran off, once again disappearing in a puff of smoke that only partially covered her exit.

Twilight just laughed and smiled, as she watched Trixie stumble, before the magician picked herself up and ran off again. "Some things never change," Twilight thought to herself. "All the same, Trixie has a point. I need to keep my magical abilities just as sharp as my other abilities. Friendship may be the most powerful magic in existence, but it's not the only magic that's out there."