//------------------------------//
// Don't Cry After Sunset: Part 4 
// Story: The Alternate Adventures of the Power Ponies 
// by DisneyFanatic23 
//------------------------------//

"A strange game. The only winning move is not to play."

- Joshua, WarGames





In a cozy little teashop, Fluttershy and her new beau, Delancey, were sitting at a table, laughing.

"And then she said," Delancey said, shifting his voice into a higher pitch, "'Peanut Butter Hoof? Yuck! Not even with Jelly!'"

That made Fluttershy laugh so hard, tea squirted out of her nose. It was scorching hot through her nostrils, but she was too busy laughing to care.

"Oh, Delancey!" she exclaimed. "I've never known any pony as funny as you!"

Delancey smiled at her. "And I've never known any pony with an adorable laugh such as yours."

A touch of pink rose to her cheeks. "I'm so glad you like this place. Most ponies I know are more into coffee shops than teashops."

Delancey glanced around. "Can you keep a secret?"

Nodding, Fluttershy leaned in closer.

"I'm not much for drinking tea," he whispered.

Her eyes widened. "Then why did you agree to come here?"

"To please you, of course," he said with a wink, making Fluttershy blush further. "Then again," he said, levitating his cup into view, "this ginseng isn't half bad. However," he levitated their plate of cucumber sandwiches, "couldn't they stand to cut off the crusts? They're the best part!"

Fluttershy giggled. "You're so strange."

He dropped the plate. "That's a good thing, right?"

She nodded. "You'd get along well with my friend, Pinkie Pie. She likes strange things too."

"When do I get to meet these friends you talk so much about?"

"Well, I've told them about you. I just need to find a time for us to—"

She was cut off by the sound of Spike's voice in her ear. "Code Red! Code Red! Power Ponies to Headquarters, now!"

Fluttershy bolted up from her seat, making Delancey cock his head. "Is something wrong?"

She shook her head. "Sorry, I…I just remembered I promised my roommate I'd…give her dog a bath!"

As she moved past him, he grabbed her hoof. "Do you have to bathe your roommate's dog right this second?"

"Err, yes!" Fluttershy stammered. "B-Because…she gets really cranky if she's not washed before bed! Yes. Sorry, I didn't want to cut our date short but I promised and…"

Delancey gave her a smile of admiration. "Always thinking of others before yourself, I see."

Fluttershy smiled back. "Should we meet here tomorrow?"

He kissed her hoof. "Until then, milady."

As she exited the teashop, Fluttershy squealed giddily in her head.





Fluttershy was the last to arrive at the tower. When the elevator doors opened, she found that the others were already suited up. Embarrassed, she pressed down on her butterfly bracelet and shut her eyes as her suit whooshed onto her body.

"What's going on?" Saddle Rager asked, looking around at her teammates. "Where's the Masked Matter-Horn?"

"That's the reason we're here," Humdrum said, holding up a thumb drive. "The Matter-Horn told me to bring you all here and show this if she wasn't back in an hour. Well, it's been over an hour and I'm worried."

"Wherever did she run off to?" Radiance asked.

"She said she was going to 'catch a crook.'" Humdrum inserted the thumb drive into a socket in the monitor's keyboard. "Hopefully whatever's on here will give us some answers."

A file explorer window popped up onscreen. The thumb drive contained only one file, a video labeled My Disappearance. With a gulp, Humdrum double-clicked on the video, opening it up.

The video started playing, showing Twilight Sparkle staring at the camera, her study in the background. Her face held a serious expression.

"Greetings, Power Ponies," Twilight said in a forcefully calm tone. "If you're watching this, it means I've been captured and or killed by the Phoenix."

Everyone gasped, Humdrum especially.

"I'm sorry, team," Twilight said onscreen, her voice cracking up. "But if the Phoenix is who I think it is, there's a chance I won't be coming back after this recording." She took a deep breath before continuing. "Just now, I received an anonymous letter in the mail." She levitated the letter into view. "It read: Come alone to the place where our names meet. Judging by the smell of brimstone on the letter, I can only assume this had come from the Phoenix. Well, that and…"

Closing her eyes, she hung her head. "I have a pretty good idea of who the Phoenix might be…and she was in my apartment earlier today."

Humdrum stiffened. "Wait. Does she mean…?"

"I know what you're thinking, Spike, and you're right." Twilight opened her eyes. "I have no doubt that the Phoenix is Sunset Shimmer."

Mare-velous' eyes widened while Humdrum put his claw to his mouth.

"Sunset Shimmer?" Fili-Second said. "Wasn't that…?"

"For those of you who don't know," Twilight said in the video, "Sunset Shimmer is an old foalhood of mine. Applejack, Pinkie, you may remember her from my school reunion last week."

"I knew it!" Fili-Second exclaimed.

"But what you may not know is that," Twilight said, shutting her eyes shamefully, "when we were teenagers, Sunset and I experimented with…dark magic."

Everyone, save for Mare-velous and Humdrum, gasped.

"There's no time to tell you the whole story, as the Phoenix is still out there, but to sum it up, she's the reason I became the Masked Matter-Horn. The last spell we worked on together was a Flight Spell, which was meant to grant the power of flight to any non-winged being. We wanted to use it on Spike, who was a baby at the time, because he didn't have wings like other dragons."

Mistress Mare-velous looked down at Humdrum and saw the tears in his eyes. That's how she understood that Humdrum hadn't known that part of the story.

"But we practiced it on ourselves first. Of course, you may have guessed, I was the one who perfected it first, except…I didn't know how to get rid of the wings. Sunset tried to help me, using every spell she could think of, but instead blew up our college dorm. When the security guards came and saw my wings, Sunset jumped in and insisted that she'd been the one who cast the spell on me, that I'd been an unwilling participant. She didn't struggle as the guards took her away, and I…I did nothing."

There was a pause as Twilight wiped away a tear. Inhaling deeply, she faced the camera again.

"I should have told all of you about my history with dark magic, but I was afraid you wouldn't follow me if I did. But you should know that since that day, everything I've ever done was to help others who can't help themselves, dark magic included.

"Now Sunset's been released from prison, and I thought she was willing to put the past behind us, but the evidence all points to her being the Phoenix, and that her goal is revenge on me."

She stared down at the letter. "If my theory is correct, she is asking that I meet her at the corner of Twilight Avenue and Sunset Boulevard. Of course, if I am correct, this means that the Phoenix knows I'm the Masked Matter-Horn, and might know some things about all of you as well, which means you are all in terrible danger if I'm unable to stop her. She's smart and unpredictable. Even if you face her together, she'll do her best to outwit you. If the Phoenix decides to let me live, I will try to stall her as long as I can.

"However," Twilight said, looking into the camera with determination, "if the Phoenix…defeats me, then I'm leaving Mistress Mare-velous in charge of the team."

The heroes turned to Mare-velous, who looked just as surprised as them.

"I know you can do it, Mare-velous," Twilight said, sounding sincere. "Any other information you need to know is in the Power Ponies' database, which Spike has full access to." Her voice cracked again. "Spike, if…I don't make it out of this, remember that…" Sniffing, she put her hoof to her muzzle. "I've never loved anyone more than you."

Humdrum buried his face in his claws, causing Mare-velous to wrap her hoof around him in sympathy.

"Stop the Phoenix," Twilight said, her voice faltering. "And take care of each other. Especially Spike." She sniffed. "Watch over him, Mare-velous."

Mare-velous looked up at the screen with wide eyes. Being named the Matter-Horn's successor was one thing, but she had certainly not been expecting that.

"Masked Matter-Horn," Twilight said, hanging her head as she raised her hoof, "over and out."

As her hoof came down, the video ended. The heroes stared at the blank blue video screen in silence for several minutes. Mare-velous looked down as she felt Humdrum clutch her hoof.

"She's not dead, Sugar Cube," she said softly. "I know she isn't." She turned to the others. "If there's one thing I've learned about our leader these past few months, she doesn't go down so easily."

"She's right!" Zapp said, pounding her hooves together. "The Masked Matter-Horn hasn't lost a battle yet!"

"Um," Saddle Rager murmured, "except for when the Phoenix escaped her the other night."

"Yes, yes," Radiance said, waving her hoof, "but even if her opponent is stronger and smarter than her, does she give up without a fight?"

Inhaling sharply, Humdrum wiped away his tears and uttered, "Never."

"Twilight's the reason we all came together," Mare-velous said, releasing Humdrum so she could address the entire team, "and now she needs us more than ever."

"So what are we standing around here for?" Zapp said, thrusting her hoof into the air. "Let's go save our leader!"

Mare-velous shook her head. "Let's go save our friend!"

"Yeah!" the Power Ponies said, coming together for a five-way hoof bump.

Humdrum jumped up in vain to reach their hooves.

"Any pony else weirded out by the fact that Twilight just admitted she uses dark magic?" Fili-Second asked suddenly.

Mare-velous looked at her, biting her lip guiltily. "Let's…save the questions for after the big rescue."





As the Masked Matter-Horn started coming back into consciousness, she didn't open her eyes immediately, for there was this incessant pounding in her head.

What did she hit me with? A truck spell?

She wanted to massage her head, but found that she couldn't move either of her hooves. Based on the tensing of her muscles as she struggled, she deduced that her front hooves were restrained above her head and her back legs sprawled out on the floor.

No, not the floor. My head is falling victim to gravity, which means I must be upright. Against a wall, perhaps. She twisted her hooves and felt cold metal against them. Cuffs. She doesn't seem like the pony to want to use a rope. Too easy to get out of. Still, cuffs aren't impossible to deal with either.

Despite her pounding headache, she tried igniting her horn, but something was blocking her magic. The attempt only made her head hurt more.

I shouldn't push myself just yet.

After waiting a few seconds, she finally had the strength to open her eyes. Her vision blurred a moment before coming into focus. The first thing she noticed was that there were no doors or windows. No way to escape. No way for anyone to peer in and see me trapped here. The only source of light was a dim bulb suspended from the ceiling, casting a yellow glow over the small room.

It was still enough light to help her see the disturbing sight.

The walls were decorated with photographs, newspaper clippings, and various other paper products…all featuring Twilight.

She recognized some photos of herself and Sunset Shimmer when they were schoolmates, but many photos were more recent. She noticed one photo of her outside Sparkle Labs, talking on her phone as she was getting into her car. Another photo showed her coming out of the car in front of the Power Ponies Headquarters. A picture of her apartment window made the Matter-Horn shiver.

The newspaper clippings bore headlines of Twilight Sparkle's exploits: "Young Scientist Starts Research Lab," "Twilight Sparkle Named Wealthiest Mare in Maretropolis," "Sparkle Labs Discovers Cure For Ponypox," "Billionaire Has New Beau." The last one had a picture of Twilight and Flash Sentry. A red "X" was crossed over Flash's image.

There were clippings of the Masked Matter-Horn's exploits too: "Anonymous Alicorn Assists in Arsonist's Arrest," "Masked Matter-Horn: Maretropolis' New Hero," "Masked Matter-Horn Defeats Magical Duelist," "Masked Matter-Horn and Mistress Mare-velous Form Superhero Team," "Who is the Masked Matter-Horn?"

Apparently, she found the answer to that question.

Among the photos and clippings, there were also copies of her personnel file from Sparkle Labs, her résumé, her driver's license, her school records.

How in the world did she manage to get ahold of these?

"Enjoying the view?"

Suddenly, the Phoenix's face appeared, hanging upside-down. Looking up, the Matter-Horn saw that the criminal was using her magic to levitate her hooves.

"As you can see," the Phoenix said with a smirk, "I'm a big fan."

The Matter-Horn grunted as she attempted to use her magic.

"Don't bother," the Phoenix said, righting herself up and lowering to the ground. "I couldn't very well make it too easy for you to escape."

She tapped her hoof on the tip of the hero's horn. It made a low clinging sound that suggested it was different from the metal cap she usually wore with her costume.

"A magical cuff?" the Matter-Horn said, attempting in vain to get a look at her own horn. "Where did you—?"

"Police station," the Phoenix said nonchalantly. "They have so many of them lying around, I bet they haven't realized this one's missing." She chuckled as she admired the bottom of her hoof. "That's how good I am."

"'Good' isn't the word I'd use," the hero said, scowling.

The thief scoffed. "Honestly, if I didn't know any better, I'd say you let yourself get captured. It was too easy!" She tsked. "Twilie, Twilie, Twilie, don't you know I hate it when you simply let me win?"

The Masked Matter-Horn's eyes narrowed further. "Take the mask off."

The Phoenix shrugged. "Alright, I suppose there's no use for it anymore."

Reaching up to her face, she ripped the mask off and shook her head as she let her flaming curly mane loose. Her green eyes bore directly into the hero's as she gave a smile of triumph. The Matter-Horn sighed sadly as she hung her head.

"I had hoped that I'd been wrong."

"But you weren't," Sunset Shimmer said, clapping her hooves. "Just like I knew you'd be! Though out of curiosity, how did you figure it out? Did I make it too obvious for you?"

The hero was silent for a moment. "I had my suspicions when you used the Phoenix Charm. I remembered how interested in it you were back in high school, and you were always the most adept at magic."

Sunset flipped her mane. "So true."

"But of course, I couldn't be sure." She raised her head to look at the criminal. "That's the real reason I invited you over."

Sunset shook her head. "I figured you were close."

"My suspicions arose when you mentioned my breakup with Flash, using details you couldn't have possibly known," the Matter-Horn said, glancing around the room, "unless you'd been stalking me."

"A careless error on my part," Sunset said, waving her hoof.

"But after reviewing your prison records…"

The thief snorted. "And I thought I was nosy! How'd you enjoy my psychiatric tapes?"

The Matter-Horn avoided her gaze. "It was your riddle that confirmed my theory." The rest she muttered. "You always loved riddles."

Sunset applauded. "Well done, Sparkle. You solved my identity almost as fast as I solved yours."

The hero met her eyes again. "How did you find out?"

"Please." Sunset scoffed. "How many lavender unicorns with purple eyes and indigo hair with pink and purple highlights have the ability to cast a Flight Spell? Not to mention the Freeze Ray was your favorite attack spell in combat class. Honestly," she said, waving her mask, "at least I made an effort to hide my identity! Though I must say," she tugged on the leg of her suit, "keeping my mane and tail hidden has been a bit constricting."

"But you wanted me to recognize you," the Matter-Horn said, finally understanding. "Why else would you send that riddle if you hadn't been expecting it? And at the Maretropolis Museum, you wanted to be caught."

"Correction," Sunset said, holding up her hoof. "I wanted to be seen." She chuckled. "Like I'd actually let myself be captured." She paused. "Again. So tell me, Twilie," she said, turning her back and walking over to the far wall of pictures, "why would I go out of my way for all of this?"

"You've already confirmed it's not about money or power. So there's only one other explanation."

She could not see Sunset's face, but she suspected she was still smiling maliciously. "And what, pray tell, is that?"

The Matter-Horn narrowed her eyes in determination. "Revenge. You want revenge on me, because you went to prison and not me. You pretended that you weren't mad, hoping to throw me off your trail, but you are mad. These robberies were only ploys to lure me in, so that you could have the perfect opportunity to destroy me."

Sunset hung her head. "Seems like the most logical answer, doesn't it? After all," she said, placing her hoof on a photograph of Sunset and Twilight at fourteen, "you didn't speak up when the Royal Guards took me away. On top of that, you didn't even bother to visit me in prison."

She clenched her hoof. "Thus, condemning me to ten years of crippling loneliness, keeping no company but the attentive guards, the condescending doctors, the sadistic cellmates, and my own solitary thoughts of self-destruction."

She released a low chuckle. "Yes, it seems like revenge is the next logical step. That is," she said, turning around, "if that wasn't it."

The Matter-Horn blinked in confusion. "What?"

"Oh, Twilie," Sunset said, shaking her head sadly. "Twilie, Twilie, Twilie." She stepped slowly towards her. "Do you really think I'd ever want to destroy you? You? My best friend in the world?" She cupped the hero's chin. "It hurts that you would assume the worst from me, Twilight."

"B-B-But," the Matter-Horn said, staring at her, befuddled, "I don't understand. If you're not going to kill me, then what is this all a—?"

"Sweet Celestia, Twilight!" Sunset threw her head back in an exasperated groan. "How is it that you can solve any math equation in the world, yet when it comes to personal relationships, you are positively dense?! No wonder Flash broke up with you!"

Now the hero was really confused. "What does Flash have to do with this?"

Sunset looked at her incredulously. "So I was right then. That night we spent together in our dorm was just some…college experiment to you, wasn't it?"

"That night we…?" The Matter-Horn shook her head. "We were teenagers! We were…in the psychosocial stage of identity versus role confusion…"

"And what about earlier today, in the study? Was that a case of identity versus role confusion?"

The alicorn's face turned red. "I…I…"

"Good gods, Twilight!" Sunset cried, grabbing her shoulders. "What will it take for you to wake up?! Our last night together might've been an experiment to you, but to me," her voice cracked as her gaze became softer, "it was everything."

The Matter-Horn stiffened as she felt Sunset's hoof on her neck.

"Ever since you beat me at the scholastic decathlon," Sunset said in a whisper, "I'd been waiting, hoping, dreaming for the day you'd notice me, give me some sign that you…that you felt the same way I did. And that night, when you took me in your embrace," she said, her hooves tracing the lavender wings, "and enfolded me in your newly bestowed plumage, I thought I had you, at last."

Then she scowled and gripped the edge of the wings, making the Matter-Horn cry out in pain. "But now I know you were just experimenting with me."

The hero's eyes widened as the truth was finally revealed. "Wait. You mean you…you actually…?"

"WHAT ARE YOU DEAF?!" Sunset bellowed, shaking her violently. "EVERYTHING I'VE EVER DONE, EVER SINCE THE DECATHLON, HAS BEEN FOR YOU!"

The Matter-Horn blinked. "Everything?"

"EVERYTHING!" Sunset released her as she began pacing the floor. "Why do you think I stopped picking on you? Why do you think I made you stop hanging out with your friends so you could spend more time with me? Why do you think I introduced you to dark magic so you could reach your full potential? Why do you think I helped you take care of that adorable yet annoying little baby dragon you cared about more than me? Why do you think I helped you with that Flight Spell? Why do you think I took the fall when we got caught? Why do you think even after ten years of no word from you that I still never told the cops you were involved?!"

The Matter-Horn was rendered speechless. Sunset took a deep breath to calm herself down.

"Granted, I never confessed. Still, I would've thought the intense moments of passion would've made it obvious."

"I'm not gay," the Matter-Horn said quickly.

Sunset laughed. "You certainly weren't straight this morning."

The hero blushed further.

"When I saw how successful you'd become on the news," Sunset said, turning to the section of clippings about Sparkle Labs, "in more ways than one," then the clippings of the Masked Matter-Horn, "I realized there was only one way I could prove to you I was a pony worthy of your time and attention.

"After all," she said with a smirk, "what catches a superhero's attention better," she pointed to a headline reading "Mane-iac Defeated Yet Again," "than a super villain?"

The alicorn's confusion grew as she stared at the black-and-white photo of the Mane-iac.

"Once I was out, I was able to get more," Sunset said, igniting her horn, "practice." She chuckled. "You guessed it, by the way, how I'm able to cast the Phoenix Charm. I did a lot of thinking in that cell, and it didn't take long for me to realize I just needed to treat it like a teleporting spell. As for how I managed to steal the Gauntlets of Thor undetected, well," she said, stretching her foreleg out proudly, "that's my little secret.

"You didn't catch the message I was trying to send by stealing those gauntlets, did you? Or did you forget that they were the subject of our presentation in Mythology Class?"

The Matter-Horn closed her eyes with a groan. "And Queen Neightocris was the subject of our Ancient Anugypt project."

Sunset crossed her hooves smugly. "Stealing the Gauntlets was too easy. And frankly, quite boring!" She flipped her mane. "The cuffs were so much more fun, since I had more," she focused her gaze on the alicorn, "obstacles."

"So I was right then," the Matter-Horn said, opening her eyes. "The first robbery was to get my attention. The second one was to lure me in, let me see who was behind it all."

"To show you how worthy of an opponent I was." Sunset glanced around, as if to check if any pony was watching. "Also, so you would eventually have to call your old friend Sunset Shimmer in for assistance, and lead me to my true objective."

She levitated an object into view. The Matter-Horn gasped when she found the Alicorn Amulet hovering in her face.

"How did you—?"

"Too easy," Sunset smirked, twirling the necklace around her hoof. "You were so preoccupied, you didn't even noticed I'd switched the real one with a fake one." She admired the amulet from all angles. "As I understand, this little piece of jewelry was one of the few things close to defeating you."

The Matter-Horn's eyes widened when she realized what her old friend had in mind. "Sunset, listen to me, that amulet's dangerous. It corrupted Trixie, it'll corrupt you too."

Sunset threw her head back in laughter. "Don't you think I already know that? That Dumb and Idiotic Trixie didn't understand its true power. But I do.

"Of course," she said, stepping towards the Matter-Horn, "I might not even have to use this. After all," she sent a lustful look that sent a chill up the Matter-Horn's spine, "I have you right where I want you." She placed her hoof on the hero's chest. "Where I've always wanted you."

Before the Matter-Horn could say anything, Sunset silenced her with a forceful kiss. The alicorn's eyes remained wide open as Sunset pressed herself against her. Being restrained to the wall, the Matter-Horn had little room to struggle. She tried wrenching her head away, but Sunset hooked her neck with her foreleg to prevent her from escaping. Her other front hoof was clutching the Matter-Horn's flank, while her back leg was brushing against hers.

The hero squealed in protest, wriggling with all her might, but Sunset had her in a tight hold. Any sympathy the Matter-Horn may have had left for her childhood friend was gone. If Sunset was truly her friend, truly loved her, she wouldn't be treating her like this.

She felt the villain's mouth open, her tongue tracing the hero's lips. Determined, the Matter-Horn opened her own mouth. As soon as Sunset's tongue entered, she bit down hard on it.

"OW!"

Sunset pulled back and clutched her sore tongue.

"You call this love, Sunset?" the Matter-Horn said, her voice filled with disgust. "I'm cuffed to a wall here! You've blocked my magic! Do you really want me like this? When I have no way of defending myself?"

Sunset stared at her for a long while. For a moment, the Matter-Horn could've sworn she saw a flicker of horror in her eyes, horror at what she had done. Then the thief hung her head as she let out a sorrowful sigh.

"You're right," she said, igniting her horn. "This isn't fair."

Suddenly, the cuffs around the Matter-Horn's ankles unlocked. The hero yelped as she fell to the ground. She touched the tip of her horn, feeling that that was still cuffed.

"All I ever wanted was to be acknowledged as your equal," Sunset murmured, not daring to meet her gaze, "in every possible way. I can't prove that to you while you are completely defenseless.

"Which is why," she said, pulling her mask back on, much to the Matter-Horn's confusion, "I must take this next step."

She levitated the Alicorn Amulet from the floor and brought it to her chest. The alicorn's eyes widened in horror.

"Sunset?"

"Once upon a time, I was just as intelligent, just as powerful as you, but now," the Phoenix said, raising her eyes to reveal a terrifying, determined look, "you have wings, the one spell I was never able to master. How can I ever be your equal," closing her eyes, she unclasped the necklace, "if I don't have wings like yours?"

"Sunset, no!" the Matter-Horn shouted, holding out her hoof.

But it was too late. The Alicorn Amulet clicked around the Phoenix's neck. The red jewel glowed brightly, and when the Phoenix opened her eyes, they glowed the same sinister color. Smiling maliciously, she powered her horn, its aura now red.

Red light filled the room, forcing the Matter-Horn to shield her eyes. She heard a horrifying scream, followed by a ripping sound. When the hero opened her eyes, the light dimmed enough for her to see the Phoenix hovering above her.

Two enormous red bat wings were sticking out of her back.

"Now, Sparkle," the Phoenix said, her voice echoing at a lower pitch, sounding as if two distinct voices were talking over each other, "we are true equals!"

The Matter-Horn's ears perked up as she heard knocking on the wall, followed by some muffled voices. Smiling, she shook her head with a chuckle.

"What's so funny?" the Phoenix asked, raising her brow in confusion.

"We may be equals in magic and intellect, Sunset," the Matter-Horn said, raising her head, "but there's one thing I have that you don't."

The newly transformed bat pony folded her hooves across her chest. "And that is?"

The hero smirked. "Friends."

Just then, a giant pink wrecking ball burst through the wall on the right, making the Phoenix jump in midair. Radiance made her creation disappear as the rest of the Power Ponies, Humdrum included, appeared behind her.

"Did some pony order a rescue?"

"Uh oh," Fili-Second said, looking up at the Phoenix. "Looks like we didn't arrive in time to stop the ultra-supervillain-power-up."

"Big deal," Zapp said, touching her pendant. "That just makes the smack-down a hell of a lot more fun!"

The Phoenix darted her eyes at the Matter-Horn. "I told you to come alone!"

"I did," the Matter-Horn said, rising to her hooves. "But I would never follow a known criminal to a sketchy location without informing a friend of my whereabouts. By the way, giving away the address of your secret hideout? Not your best move."

"Matter-Horn!" Humdrum cried, pushing through Mare-velous' legs. "You're alive!"

The Phoenix recoiled in shock at the sight of the dragon. Then she looked at the alicorn in disgust.

"Calling backup is one thing, Twilight," she said, "but involving Spike in all of this?! He's just a kid!"

"What do you care?" Mistress Mare-velous demanded, placing a hoof protectively around Humdrum.

The Phoenix clenched her hooves and growled. "He was just as much my dragon as he was Twilight's!"

She closed her eyes, took a deep breath, and then smiled at the Matter-Horn. "You may have cheated by bringing in new players," she said, her horn igniting, "but you know how much I love a challenge!"

"Enough talk!" Zapp cried, raising the Lighting Bolt into the air. "Let's—AH!"

Before she could summon a lighting storm, Zapp was suddenly encased in red light. A quick flash later, a tiny cyan pegasus in Zapp's costume dropped to the floor. Fili-Second caught her quickly.

"Zapp?" Fili said, staring at the baby. "Is that you?"

The foal started crying, sending sparks all over her body. Fili-Second cried out as she was electrocuted and quickly set Baby Zapp down.

"What in the…?" Mare-velous said in amazement.

"She has the Alicorn Amulet!" the Matter-Horn shouted. "It's amplifying her magic!"

"Then let's get it off her!"

"No, you don't understand! It has a magical lock! Only its wearer can remove it!"

"Then why don't we just ask her nicely to take it off?" Saddle Rager asked softly.

The Phoenix threw her head back in laughter. "Your teammates aren't very bright, are they, Twilight?"

The Matter-Horn yelped as she was suddenly levitated up to the Phoenix's eyelevel.

"We, however," the villain said, cupping her chin, "made the perfect team. We can still be that way again. With this power, we can do anything we want! We can change the course of history, right all that's wrong with the world, bend time to our will! And more importantly," she used her other hoof to touch the hero's face, "we can do it all together!"

"What you're suggesting," the Masked Matter-Horn said, "it isn't right, Sunset."

The Phoenix scoffed. "Why? Because we'd be using dark magic? Please, you've been using dark magic to save ponies for years! How is this any different?"

"Because," the Matter-Horn said, glancing down at a terrified Humdrum, "my motives are to help others. But you," she looked at the villain that was once her friend boldly in the eye, "you only did all this so you could get me, not because you cared for any pony."

She could've sworn she saw a flicker of hurt in the Phoenix's expression, but she quickly hid it with a scowl. "Don't ever say I never cared for any pony!"

As the villain's horn became redder, Radiance thought quickly and used her bracelets to summon a large baseball bat. She knocked the Phoenix backwards before she could cast whatever spell she had in mind for the Matter-Horn.

"I believe the term is 'batter-up?'" Radiance said, chuckling as she watched the Phoenix hit the wall, her bat wings smacking flat against it.

The Phoenix groaned as she flapped off the pictures that had come loose from the wall. "I just reorganized this yesterday!" Scowling, she ignited her horn. "Let's take this outside!"

Then she blew a hole in the ceiling, revealing the night sky above. The Matter-Horn flew out of the way before the debris could fall down on her. The Phoenix flapped her wings hard as she whooshed through the hole.

"After her!" the Matter-Horn cried, clutching her cuffed horn. "And some pony help me with this!"

Radiance hovered upwards on a magic carpet, Saddle Rager fluttered her wings nervously, while Fili-Second zipped off. Mistress Mare-velous stayed behind to unclasp the cuff around their leader's horn.

"Thanks," the alicorn said, tapping the tip of her free horn.

"After this," Mare-velous said, hooking her lasso onto a rafter, "we're gonna have a serious talk about yerr taste in mares."

The Matter-Horn groaned as the earth mare swung through the ceiling, annoyed at the insinuation as well as the fact that she was right.

"You shouldn't have come here, Spike," the Matter-Horn said, looking down at the dragon. "I told you how dangerous Sunset's become."

"Like I was gonna leave ya hanging," Humdrum said with a smile, "especially after you tried to give me wings."

"Spike, I was going to tell you, but I soon learned the spell would only work on the individual casting it…"

"It's okay, really. I don't need wings, when I have you."

Shaking her head, the alicorn crouched down, allowing him to climb on her back.

"So your worst fear came true, huh?" Humdrum asked as she took off. "I guess she hasn't changed."

"No, Spike," the Matter-Horn muttered under her breath. "She's changed a lot. The worst part is," she said as they soared through the hole, "it's all my fault."

The rooftop battle had already begun. The super powered Phoenix was firing spells at the heroes. Radiance did her best to counteract them with her shields. She then summoned a large tennis racket and attempted to swat at the villain, but the Phoenix simply ducked and laughed.

"Fool me once," she said, flying towards the unicorn. "It's sad, really, how you waste such precious stones on childish parlor tricks and," she blocked an incoming giant pink teapot, "pointless objects."

Radiance huffed. "It does not matter the style of the weapon," she said, summoning an enormous threading needle, "as long as it does its work on ruffians like you!"

As the needle plunged towards the Phoenix, she merely smirked and summoned a giant pin cushion into the needle's path.

"You have no idea what kind of power you have, do you?" the Phoenix said, shaking her head with a chuckle. "Absolutely clueless!"

Radiance blinked. "Whatever are you going on about?"

She cried out as the Phoenix suddenly swooped down and took her in her hooves.

"You didn't even bother to question where your bracelets came from?" the villain said, bringing Radiance's eyes to hers. "Or were you too concerned about whether or not they would complement your latest jumpsuit design, Rarity Belle?"

The unicorn's eyes widened. "I…don't know what you're…"

"Next time you make your own superhero suit," the Phoenix said, releasing her and catching her again with her magic, "don't endorse yourself on live television."

When they were ten feet above the building, the Phoenix released her magical hold on her. Radiance stuck out her hooves but gasped when she realized her bracelets were gone. Looking up, she saw the Phoenix holding up her own hooves, waving the bracelets tauntingly.

"Oh dear," Radiance squeaked when she saw how close the roof was getting. "HELP!"

The Masked Matter-Horn caught Radiance with her magic and lowered her gently to the rooftop.

"She just…" Radiance said, her tongue stumbling. "She took…how did…?"

"Tell me, Rarity," the Phoenix said, admiring the bracelets on her hooves, "do these go well with my eyes?"

Radiance narrowed her gaze at her.

"You're right. Emeralds would be so much better."

She used her magic to turn the bracelets green, which made Radiance's jaw drop.

"I had no idea your bracelets could change color!" Fili-Second said.

"Neither did I," Radiance muttered under her breath.

The Phoenix's laughter was cut off as she was suddenly ensnared by Demeter's Lasso.

"Ya may have a lot of fancy magic," Mistress Mare-velous said, tightening her mental grip, "but it's useless against the power of the gods!"

But the villain seemed unfazed by this setback as she grinned down at Mare-velous. "Ah, Applejack Smith."

Mistress Mare-velous jumped back in surprise.

"Now you're a mare who knows what she's doing. Almost as good a hero as Twilight. I must say, I deeply sympathize with your tragic backstory. And I appreciate how much you value honesty, but it hardly seems fair to attempt to squeeze it out of others and not be completely honest with them yourself."

"W-What are ya talkin' about?" Mare-velous asked, trying to mask her uneasiness.

"Tell me," the Phoenix said, locking eyes with the blonde mare, "do your teammates know what you plan to do with Longhorn once you find him?"

Mistress Mare-velous was silent for a moment, before she started mentally yanking on the rope, bringing the Phoenix down to the roof.

"I thought so," the villain said, shrugging her shoulders. "The thread of honesty is just oh so delicate, isn't it?"

Grinning, the Phoenix ignited her horn, encasing the rope in a red aura. Mistress Mare-velous cried out and clutched her head as she experienced a sudden migraine. The rope then fell away from the Phoenix like an unraveled scarf.

"What the…?" Mare-velous said once she realized what had happened. "How did…?"

"How dare you?!" Saddle Rager said, her eyes reddening as she started growing. "How dare you play with my friend's emotions?!"

As Saddle Rager became her enormous, angry self, the Phoenix simply rolled her eyes. "Please."

She then fired a red beam at the monster, sending her flying back over the edge of the roof. Fili-Second didn't waste a second as she zoomed down the fire escape and caught her friend, who had shrunk back to normal and was rendered unconscious. Radiance, Mare-velous, Humdrum and the Matter-Horn looked over the edge and sighed in relief.

"Vassal of Discord," the Phoenix said with a huff. "He shouldn't have wasted his energy on some pony so pathetic. I mean what kind of namby-pamby name is Fluttershy Buttercream?"

"How do you know so much about my team?" the Matter-Horn demanded.

"You really think I'd face you without learning about your little playmates? I had to be prepared in case they showed up. For example," the Phoenix said, wrapping the now glowing red rope around her shoulders like a boa, "since Saddle Rager was able to break through Demeter's Lasso, I knew the only thing that could resist its power was chaos magic." She smirked. "That's why I spent all this month studying it."

Fili-Second appeared on the roof, panting as she gently laid Saddle Rager on the roof.

"And I figured if chaos magic is the source of Saddle Rager's power," the Phoenix said, folding her hooves proudly, "chaos magic was the only thing strong enough to counteract it." She turned to Fili-Second. "As for you, Pinkamena Diane Pie…"

"YOU'RE A BIG MEANIE!" the pink mare cried, preparing to charge.

But in a split second, the Phoenix was able to fire at Fili-Second, encasing her in a yellow bubble. Fili-Second was moving at an incredibly slow speed.

"It's amazing what you can do with time-altering spells," the Phoenix said with a giggle.

"What do we do now?" Radiance asked the remaining team members. "She's practically removed all our powers!"

"Just because we don't have our powers," Mare-velous said, reaching for her horseshoes, "doesn't mean we can't fight!"

She tossed two horseshoes at Phoenix, who didn't even bother summoning a shield and simply flapped out of the way.

"Oh," Mare-velous said, her face paling.

"I think it's time we leveled the playing field," the Phoenix said, powering her horn.

Before any pony could react, Mistress Mare-velous and Radiance were suddenly bound by red chains, forced to go down.

"Too easy," the Phoenix said, blowing on her hoof.

Scowling, the Matter-Horn levitated Humdrum off her back and rose up to the villain. "Perhaps you'd prefer a real challenge."

"Finally!" The Phoenix clapped her hooves together. "I was beginning to think you'd never make your move!"

"Twilight!" Humdrum hollered, reaching his claw out.

"Stay out of this, Spike!" the Matter-Horn shouted, not taking her eyes off her opponent. "This is between me and her!"

The Phoenix smiled in triumph. "Couldn't have said it better myself."

She shot a red beam at her. The Matter-Horn merely tilted her head out of the way. Fortunately, the laser only hit a satellite dish. There was a collective "ARGH!" as all the televisions in that building suddenly went static.

The Phoenix's next attack was a fireball the size of an asteroid. The Matter-Horn quickly summoned an ice shield. Both spells evaporated into steam upon contact.

"Quit holding back on me, Twilie!" the Phoenix hollered, a twinge of annoyance in her voice. "I know you can do better!"

"I don't want to fight you, Sunset," the Masked Matter-Horn said calmly. "You're sick. I can get you the help you need."

The villain shook her head. "You sound just like Dr. Bliss. Like I told her, I'm not sick. I've never seen more clearly." She pointed to the Alicorn Amulet. "I finally see that the only way to win you is by besting you!"

She flew above the hero and fired a beam as thick as a Gracian column. The Matter-Horn counteracted it with a beam of her own.

"By cheating!" she grunted, fighting against the spell. "You've already accomplished so much on your own," she overpowered the Phoenix, sending her backward, but not inflicting damage, "why use the Alicorn Amulet?"

The Phoenix panted as she flapped her wings to regain balance. "Because of your stupid wings! No matter how hard I tried, no matter how many times I shouted those dumb Pony Latin words, I still couldn't get the blasted things to sprout!" She let out a wail of annoyance. "How is it that I can burst myself into flames and come out without a single burn, but I can't grow bucking wings?!"

The Matter-Horn flew back a few feet when she saw her opponent power her horn.

"What makes you so special?!"

The hero deflected the incoming swirling flaming vortex with a snowball of equal size. There was so much steam that the Matter-Horn was temporarily blinded as her goggled fogged up.

"Maybe," she said, wiping her goggles with her mane, "it's because whenever I cast the Flight Spell, I'm never thinking of myself." She looked around for her enemy. "The first time I cast it, I was thinking of Spike. And every time since then, I've thought of the ponies who needed a hero to save them, the ponies who needed," she stuck out her chest as the steam cleared, "the Masked Matter-Horn."

The Phoenix caught her by surprise by tackling her from the side, bringing them both onto the rooftop next-door.

"Even after all these years," the villain said, pinning the hero's shoulders to the concrete, "you still give the corniest speeches!"

Narrowing her eyes, the Matter-Horn bucked her hips upward, knocking the Phoenix forward. The Matter-Horn then used her magic to throw her completely off her body. Flapping her wings, the hero rose above her adversary.

"This fight won't solve anything, Sunset," the Matter-Horn said. "Don't you see? Even if you win, it won't make me love you." Her eyes filled with sadness. "You'll become my enemy forever."

The Phoenix used her wings to lift herself up. "Better than being ignored."

The battle raged on as the once friends bombarded each other with attack after attack. From laser beam, to freeze rays, to fireballs, to pie showers, to stampeding elephants, to lions made of lightning. And every spell was counteracted with another, meeting it in the middle with an explosion of magic. To the Masked Matter-Horn, it looked as if this battle was going to go onto infinity. Even with the Alicorn Amulet, she and Sunset were still equally matched, even more so than when they battled in dueling class. At least then, one of them would eventually come out on top, but this time, it looked as if there would be no winner.

"Give it up, Twilie!" the Phoenix hollered, firing another fireball to be met with an ice shield. "I know all your moves, all your strategies! You can't win!"

Just as the Matter-Horn's ice shield evaporated, a purple beam came too fast for her to respond. It hit her square in the stomach, sending her back several feet. She landed on the roof of a building two blocks away. Grunting in pain, the Matter-Horn looked down at her stomach to see a gaping hole in her costume, surrounding a bulging, purple bruise. Clutching her stomach, she saw that the Phoenix was flapping towards her.

I need to get her to take off that amulet, otherwise this battle is never going to end! But how? She won't stop until she's beaten me!

Then she paused in her panting and looked up, her eyes widening as an idea occurred to her. The Phoenix was now hovering above her, smiling, powering up her horn to inflict the final blow.

"Don't worry, this spell won't kill you," she said. "It'll just hurt a lot."

Decidedly, the Masked Matter-Horn closed her eyes and muttered, "You win."

The Phoenix's horn was out like a candle. "What?"

Still holding her stomach, the hero slowly rose to her hooves, her legs shaking. "You're right, Sunset. I can't beat you. You're…you're better than me."

Her adversary looked at her in disbelief. "You're…giving up?"

"Yes," the Matter-Horn murmured, raising her eyes to meet hers. "I surrender."

The Phoenix appeared positively stunned, as if she hadn't expected this. "B-But…there are so many spells you have yet to try, so many attacks, so many defenses!"

"It wouldn't matter. You'd beat me anyway." She winced as she cradled her stomach. "I see no point in going any further."

"But you never give up," the Phoenix said, her voice cracking. "You're…you're a hero."

"All heroes are destined to fall at some point." She bowed her head. "And even a hero can admit when she's met her match."

There was silence between them for a long while as the Phoenix stared at the defeated hero, unsure of what to do.

"So go ahead," the Matter-Horn said, removing her hoof from her stomach and placing it on the ground. "Finish me. Or use your new magic to make me love you. Do whatever you want. You've won." She lowered her head further. "You finally have me right where you want me."

She shut her eyes, prepared for what was to come. Several moments passed, and nothing happened. Opening her eyes, the Matter-Horn looked up at the Phoenix, who wore a horrified expression. Their gazes met, and in the villain's eyes, the Matter-Horn could see her old friend.

Finally, the Phoenix slumped her shoulders, releasing an exasperated sigh. Raising her hoof to her neck, she pulled the Alicorn Amulet off.

Back at the Phoenix's hideout, the chains around Mare-velous and Radiance disappeared, Fili-Second's time bubble popped, and Zapp transformed back into an adult. The pegasus looked down, saw that she was still sucking on her hoof and pulled it out of her mouth in disgust.

The bat wings evaporated into thin air and the Phoenix dropped to the ground, forcing her to release the necklace. As the Masked Matter-Horn approached her, the Phoenix was looking downward, panting heavily, and the hero could have sworn she heard sobbing. Gazing sympathetically down at her, she levitated the Alicorn Amulet from the floor and tucked it under her wing.

"I knew you couldn't do it," the Matter-Horn said, crouching down to her level. "You love a challenge. It's no fun if you win by forfeit." She whispered, "Checkmate."

The Phoenix did not respond for a while, and then scoffed. "Touché, Twilie. Looks like you know me better than I know myself." She raised her head a little, but did not look her in the eye. "You truly are my equal."

The Matter-Horn stood and held out her hoof. "Let's go, Sunset."

"Oh no." She shook her head. "I know how this plays out. You've defeated me, so now you're going to take me back to jail, which I'll of course break out of, and then you'll put me back in, and it'll be an endless cycle of cat and mouse."

"It doesn't have to be that way, Sunset. You can get treatment, you can change for the better, you can," she caught her breath, "we can be friends again."

The Phoenix let out a maniacal chuckle that made the hero's skin crawl. "But that's the thing, Twilight. Even if they let me out again, I'll be even more of an outcast now. This goes beyond one college mishap. Don't you understand?"

"Not if you show them you're a good pony. And I know you are." The Matter-Horn stretched her hoof out further. "Please, prove that I'm right, that you're still my friend."

There was another long period of silence. Then the Phoenix raised her head fully, revealing a mischievous grin.

"Remember when we read The Scarlet Pimpernel in tenth grade?"

Confused by the sudden question, the Matter-Horn scrunched her nose and replied, "Err, yes?"

"Remember the dilemma Marguerite faced on whether or not to reveal to the Prench revolutionists the Scarlet Pimpernel's identity?"

"Yes, but what does that have to do with—?"

"Are you Marguerite, Twilight?"

The Matter-Horn's mouth remained open, unsure of how to respond.

"Basically," the Phoenix said, leaning forward, "if you squeal on me," she whispered in her ear, "I'll squeal on you."

Suddenly, the thief burst into flames, making the Masked Matter-Horn jump back.

"Sunset?" she cried, looking around. "Sunset?!"

But once again, the Phoenix had vanished into thin air.





When the Masked Matter-Horn returned to the Phoenix's hideout, the rest of the team was back inside the building. The alicorn flew in through the hole in the roof and saw what they were all gaping at.

The walls were completely bare. The newspaper clippings, photographs, and cuffs that had held the Matter-Horn had disappeared entirely. The only things left in the room sat in the middle of the floor: Thor's Gauntlets, the cuffs of Neightocris, Radiance's bracelets and Demeter's Lasso.

"What happened?" their leader asked.

"We don't know," Zapp said. "The wall suddenly caught fire and then everything was gone."

"But there's no ash or anythin'," Mare-velous said. "The walls weren't even burnt."

"What happened to the Phoenix?" Radiance asked.

"She, um," the Matter-Horn said, levitating the Alicorn Amulet into view, "got away."

Mare-velous' eyes widened. "How did ya get that off her?"

"Hey, Mare-velous!" Fili-Second cried, zipping into the room—the team hadn't even realized she had gone. "You've gotta see this place! The kitchen is huge, and the first floor has got so much space I've already picked out the perfect spot for a display case and a couple tables and chairs and I was thinking we could put a jukebox in the corner and—"

"What are ya talkin' about, Fili?" Mare-velous asked.

"Duh! This is the place!"

"What place?"

"The place! It's the perfect place for our bakery!"

"Bakery?" everyone said.

"Of course! It's only a few blocks away from Headquarters to make coming to and fro easier for us I mean mostly you because you don't have super speed and with the multiple floors I can live above the store and you can even move in with Fluttershy if you want to but if not I can at least be here for late-night deliveries and it would make openings so much easier—"

"Fili," Mare-velous said, putting her hoof to her forehead, "let me get this straight. You wanna use a villain's abandoned evil lair for our bakery?"

"Why not?" Fili-Second said with a shrug. "She's not using it anymore. Besides," she said in a whisper, "once word gets out that a thief used to live here, it's sure to lose its value on the market! We could get it cheap!"

"Fili," Mare-velous said, shaking her head, "this has gotta be the craziest—"

"Just take a look around!"

"Whoa!" the blonde mare cried out as she grabbed her hoof and dragged her through the hole in the wall.

"Fili!" the others heard Mare-velous shout. "Fili, I'm tellin' ya this isn't—oh, hey! There is a lotta space down here!"

"So, uh," Zapp said, shaking off the weird scene, "what happened, chief? Did ya force her to take the necklace off or something?"

The Matter-Horn looked sadly down at the Alicorn Amulet and then at the pile of stolen objects. "I'll tell you back at Headquarters."





Once Twilight had finished relaying the events of her capture, leading up to the Phoenix's escape, her teammates stared at her in stunned silence for the longest time. Rainbow Dash was the first to speak.

"So, uh…you and the Phoenix, uh…"

After a quick glance at Spike, she touched her hooves together, cringing awkwardly. Twilight nodded solemnly.

"Wow," Pinkie Pie said. "And I thought I had a freaky taste in mares."

"I'm not into mares," Twilight said insistently.

There were a lot of huffs and eye rolls.

"I'm not!"

"Sure, you're not," Applejack said, not sounding the least bit convinced.

"Why didn't you tell us all this before?" Rarity asked.

"I didn't know," Twilight said. "I mean I didn't know she was in love with me…"

"Sheesh, Twilight!" Pinkie exclaimed. "After she banged you twice, how could you not know?!"

"The point is," Twilight said, lowering her head, "I should've told you about my history with her. My history with…dark magic. We are a team now, I should've trusted in all of you, but…I was afraid of what you'd all think of me."

"Twilight," Rainbow said, crossing her hooves. "I practically stole Zeus' Lightning Bolt from the museum." She touched her pendant. "If it hadn't been for Daring Do's sweet-talking, I'd be a branded criminal."

"And I only got my bracelets because I took advantage of a rich mare's sudden inclination for charity," Rarity said. "Funny how she never got angry that I never paid her back."

"And Fluttershy got her powers from an evil chaos god who plots to take over the world," Pinkie said rapidly, making Fluttershy blush.

"So what are you saying?" Twilight said sharply. "That we are no better than Sunset Shimmer?"

"We're saying," Rainbow Dash said, "that we're not perfect either. We all have our flaws."

"Not that many," Rarity said, self-consciously taking out her compact mirror.

"And we all have our dark pasts," Applejack said, placing a hoof on Twilight's shoulder, "and it's like you said, if we're gonna be a team, we're gonna have to be completely honest with each other."

Twilight smiled slightly. "Thanks, girls. Still, I can't shake the guilt I feel over Sunset Shimmer."

"Should we tell the cops that she's the Phoenix?" Rainbow asked.

Their leader shook her head. "Her last words to me were: 'If you squeal on me, I'll squeal on you.' That means if I reveal her identity to any pony else, she'll reveal my identity to the world."

"So…we just…do nothing?"

"For now," Twilight said, looking out the large window showing the view of Maretropolis, "until Sunset makes her next move."

Rainbow tapped her chin. "How do ya know she won't reveal your identity anyway?"

"She won't." Twilight shook her head. "It would be against the rules of the game she's started. Besides," she muttered, "she loves me." She hung her head. "It's…unsettling, having some pony so…so morally ambiguous…love you."

"I know what that's like," Fluttershy said quietly.

"Me too," Pinkie Pie said with a sad sigh. "Still waiting for Sonata to call me."

"The Mane-iac might not have loved me," Rarity said, "but she certainly cared about me to…some degree."

Applejack chuckled. "Next thing ya know, Rainbow will be gettin' it on with Trixie."

The absurdity of the idea made everyone laugh, besides Twilight and, of course, Rainbow. She glared at the orange mare and then had an idea of her own.

"Or maybe," Rainbow said, nudging Applejack in the shoulder, "Applejack will be making out with Longhorn!"

Applejack scowled at her. "Watch it!"

Regardless though, she giggled. After a while, Twilight looked around at her laughing teammates and started laughing too. Spike then let out a yawn.

"It's getting late," Twilight said, patting the dragon on the back. "We should all be getting some rest."

"I'll watch the monitors tonight," Applejack said, rising from the couch.

The others nodded in agreement as they made their way to the elevator. Spike hugged Twilight's legs tight.

"Thanks for not dying," he whispered.

Smiling, Twilight returned his hug. "Go upstairs and sleep."

He ran to catch the elevator with the others. Twilight was about to join them when Applejack called out, "Twilight?"

The unicorn turned around as the elevator doors shut. Applejack looked down at the floor, confusion on her face.

"In the video," she said slowly, "of all the ponies on the team, why did ya pick me for the job?"

"Oh," Twilight said, turning her body fully towards her. "I thought you were the obvious candidate. You've had the most experience, you're calculative, you have all the qualities of leadership—"

"No, no, I got that." She raised her eyes to meet her gaze. "I'm talkin' about Spike. Why did ya ask me to take care of him? I mean…I like the little guy, but I barely know him, and he barely knows me."

Twilight looked at her sincerely. "I know about your family history, Applejack. I know when your parents died, you had to help raise your little sister. You care for her, right?"

Applejack shut her eyes. "I'd give my life for Apple Bloom."

"And you'd give your life for Spike too. You may not know each other well, but when he's in trouble in battle, you're almost always the first to jump in front of him. Surely you've noticed."

"Of course," Applejack said, opening her eyes. "He's a member of the team, and he doesn't have any powers to defend himself with."

"And he reminds you of your sister."

Applejack's jaw clenched as she processed this claim. After a moment, she realized Twilight was right, although Applejack had never really thought about it before.

"You see, Applejack," Twilight said, "you not only possess the qualities of a leader, but as a protector." She smirked. "In more ways than one."

Applejack nodded in agreement. "Ya really should've told us about Sunset, ya know? I mean I get ya had your reasons but…" She looked down at her hooves. "Since my parents were killed, I've…had a hard time openin' up to ponies. Really openin' up to them. It wasn't until we started this whole thing that I…I started trustin' ponies again." She lifted her gaze again. "You did that for me."

"You're right," Twilight said. "Which is why, when push comes to shove, you're the pony I'd trust most with the team…and Spike."

The two mares smiled at each other, feeling a long-needed sense of understanding.

"Hey," Twilight said, "you'll…check up on Spike, make sure he gets to sleep, right?"

"You're not stayin'?" Applejack asked.

The unicorn looked out the window at the city. "There's something I need to take care of."





Flash was awoken by a knocking at his door. Glancing at his alarm clock, he let out a groan as he switched on the lamp, rolled out of bed and dragged himself across his tiny one-room apartment. When he opened the door, he looked at his visitor in surprise.

"Twilight?" he said sleepily, rubbing his eyes. "What are you doing here? It's four in the morning."

"I know," Twilight said, biting her lip. "I, uh, needed to talk to you."

He groaned in exhaustion. "Couldn't it have waited until dawn?"

"It's…kind of important."

Seeing the distress in her eyes, he opened the door further to let her in.

"What's wrong?" he asked.

Sitting on the bed, Twilight said, "I'm sorry."

He blinked. "You're sorry?" He sat down beside her. "Twilight, I was the one who made things a whole lot worse by…" He shook his head, not wanting to think about it. "It was uncalled for."

"But you were right, about me not trusting you. I just…I just wasn't sure of where we were and whether or not you were ready to hear…"

She trailed off as tears started coming.

"Hey, hey," Flash said, cupping her chin. "It's okay. You don't have to tell me anything."

"But I want to. I want to be honest with you."

Then she proceeded to tell him about Sunset Shimmer, their shenanigans in high school and college, their…complicated relationship, and their dark magic practices that eventually led to Sunset's arrest. In compliance with Sunset's threat, she left out the part about the Phoenix.

"Turns out she still has feelings for me," Twilight said, "after all this time." She blushed. "By the way, we may have…"

She stopped, but Flash understood.

"Do you love her?" he asked in a tone devoid of judgment.

She bit her lip. "I…care for her. She's my best friend."

"I see," Flash said, turning to look at the wall. "Thanks…for telling me."

"Are you mad?"

"Mad? So you made a few mistakes when you were young, Twilight, so what?" He leaned in to whisper, "You know I once tried a cigarette at thirteen?" He held up his hoof. "Just once! But that's okay, because we're ponies, and ponies aren't perfect.

"Besides," he said with a smile, "it's good to know that there's more to you than what the newspapers say, that you're just as imperfect as the rest of us. It makes you more…three-dimensional."

That made Twilight smile a bit. "It's funny. In the crazy world that is my life, you're the only thing that feels normal. I've missed you."

"I've missed you too."

There was silence for a while.

"So," Flash said, turning to her, "are there any other dark secrets I should know about?"

Twilight hesitated. "No."

"Okay, so, uh…" He glanced at the clock. "I have an early shift, and I'm pretty sure you've got somewhere to be in the morning too, so…"

He trailed off as he felt Twilight's hoof on his. When he met her eyes, he saw that they were shiny with tears. Then she leaned forward and gently pressed her lips against his. Feeling her need for comfort, Flash closed his eyes and kissed her back.

The bedside lamp then switched off as if by magic.