Little Memories

by Skijarama


Favorite Places

    Once the group had all untangled themselves from the group hug, Spike had filled them all in on the idea for them to take Twilight on a personalized tour of Ponyville, with each pony taking her to their favorite place. They had all been more than happy with that plan, and Pinkie Pie had quite eagerly volunteered to start them off. None had any objections, and so she led the way out of Sugarcube Corner and back into the streets of Ponyville.

The rest of the group formed an almost protective circle around Twilight, with Rainbow Dash, Fluttershy and Spike sticking by her side more than the rest. As they went, Pinkie Pie began talking at a breakneck pace, not stopping for breath even once. At least, not from what Twilight could tell. The things she spoke about ranged from something as menial as washing the dishes with her mane for the heck of it, to something horrifying sounding like the time Applejack accidentally poisoned the whole town with some very poorly made muffins.

Applejack had looked more than a little sheepish as Pinkie retold that story.

All the while, Twilight listened with rapt attention, hanging on to every word. A lot of the things Pinkie was mentioning flew right over Twilight’s head, of course, as she was lacking any context, but she found herself enthralled all the same. Winter Wrap Up? What was that? Oh well, who cares? She wanted to know more about how she apparently caused an avalanche on that day!

After maybe ten minutes of trotting through the streets, they came to a stop in front of the tall building that Twilight had accurately assumed was the town hall. It was a comparatively impressive structure, standing a good four stories tall, five if you counted the cone-shaped roof. A few ponies could be seen coming in and out, chattering amongst themselves as they phased in and out of the steady flow of ponies in the rest of the town.

Pinkie Pie pointed at the building with a large grin on her face. “This is my favorite place in all of Ponyville!” she declared, then put a hoof to her chin with a thoughtful expression. “Although, all of Ponyville is my favorite place in Equestria, tied with my family’s rock farm... but I have a special place in my heart for town hall!”

“Really?” Rarity asked in genuine surprise, raising an eyebrow. “I wasn’t expecting that from you.”

Pinkie giggled and rolled her eyes at the unicorn. “Well, it’s not because of the ponies who work here, though they’re all great too!” she turned on her hooves and gestured widely. “This is my favorite place in Ponyville because it’s where Nightmare Moon first appeared! And if she hadn’t shown up, our friendship would not be anywhere near as strong as it is now! Rainbow and Twilight might still live in Canterlot, and we wouldn’t have the Elements of Harmony!”

“Oh, I see now. Good point,” Rarity conceded with a sage nod and a small smile.

Twilight nodded along, soaking it all in. Her face screwed up with thought at one of the names. “Nightmare Moon… Could somepony fill me in?” she asked curiously, glancing at all of the others. “I mean, I’ve seen the name mentioned in a few of the books I read while I was recovering in the Crystal Empire, but I didn’t know we met her.”

Rainbow grinned and draped a foreleg over Twilight’s shoulders. “Met her? We did a bit more than that!” she said smugly. “She wanted to make the night last forever, so we shot her with some magical friendship rocks and saved the day! Literally!”

“Friendship rocks?” Twilight questioned the odd description.

“She means the Elements of Harmony,” Fluttershy clarified from the side, shooting Rainbow a small frown.

“Yeah, and she was also totally foal-napped!” Pinkie Pie chimed in with a certain predatory look in her eyes.

Rainbow became visibly flustered at that comment, and she shot Pinkie a rotten look. “Pinkie… did you really need to remind me of that?”

Pinkie shook her head. “Nope,” she then pointed a hoof at Twilight. “I was reminding Twilight.”

“You were foal-napped?” Twilight inquired, glancing over at Rainbow with a raised eyebrow. “Now I’m curious.”

Rainbow’s face turned a vibrant shade of red, and she withdrew her hoof from Twilight’s shoulders. “Er, yeah… My own aunt foal-napped me to try and make me her personal servant and stuff. It was not a fun day.”

Twilight’s face scrunched up in thought. “Wait… I thought Luna was your aunt?”

“Oh, Nightmare Moon and Princess Luna are the same pony, or somethin’” Applejack pointed out, circling around to be in Twilight’s line of sight.

Twilight blinked in confusion. “...Uh?”

“It’s kinda complicated,” Rainbow said slowly, trying to think of how to put it. “To put it simply, Luna had an emotional meltdown a long time ago. She turned evil because she let her own jealousy and resentment for mom get the better of her. She transformed and became Nightmare Moon. She was still the same pony, just…” she shrugged and looked up at Canterlot on the distant mountainside. “All of the good in her was buried by all of the bad.”

“Oh… that’s fascinating!” Twilight exclaimed energetically, her eyes lighting up while her brain set to work. “Do you know how it works? The science behind it? I’d love to know more!”

Applejack snorted in amusement, a coy look on her face. “Askin’ RD about somethin’ magical? Ah think-”

“It’s complicated,” Rainbow cut the farmer off with a smug look of her own. “But mom described it to me once. She said it was a ‘duality of the mind,’ or something like that. With as much power as alicorns tend to have, if they let their worst instincts direct their actions, then that magic can corrupt them and turn them into Fallen Alicorns. Something to do with lights casting shadows and stuff. You’d have to ask mom or Aunt Luna for more information on that, though.”

Twilight looked a little disappointed by the vague answer but nonetheless gave a sharp nod. “Alright, I’ll do that at some point,” she said eagerly before looking up at the town hall. “So, town hall... I assume this is where the mayor works?”

“Yep!” Pinkie chirped with a small bounce. “The mayor works here, and so do a lot of other ponies that make sure Ponyville functions just right to be the best and friendliest place in all of Equestria! The mayor’s really nice, too! I do volunteer work here sometimes if the mayor needs help filing documents or sorting things.”

There was a moment of silence. All eyes were on Pinkie.

“Uhm… what?” Fluttershy asked in surprise.

“What?” Pinkie echoed, looking confused by her friends' confusion.

Spike pointed a claw tip at her, a skeptical look on his face. “Pinkie Pie, you volunteer for organization?”

The light bulb lit up, and Pinkie grinned. “Well, yeah! I have an excellent filing system. I kinda have to if I wanna throw parties for everypony I know for the next… lemme check!” she dug a hoof into her mane and withdrew a folder crammed with papers. She flipped it open and looked at the first page with a scrutinizing gaze. “About… the next one hundred and fifty-eight years!”

With that, Pinkie placed the folder back into her mane, never to be seen again.

Spike shrugged his shoulders. “You know what? I believe it.”

Before anypony else could make comment, Twilight darter over and was in Pinkie’s face, eyes wide. “Pinkie… do you mind telling me where you got that?” she asked quickly, her eyes locked onto Pinkie’s poofy mane. “And where did it go? Is it still in your mane?”

Pinkie just lightly patted Twilight on the head with an oddly smug smile. “Haha, please,” she dismissed before bouncing to one side and pointing at Fluttershy, ignoring Twilight’s splutters of protest. “Your turn, Fluttershy! What’s your favorite place in Ponyville?”

Fluttershy immediately shrunk back as the attention flew over to her. “Oh, uhm… uh… it’s this way,” she finally said in a hushed tone while pointing off in one direction.

“Lead the way, then, Sugarcube,” Applejack encouraged her with a smile and nod.

Fluttershy smiled back, relaxing somewhat from the encouragement, then started to trot down the street, the rest of the group in tow.

“Are none of you going to question what just happened with Pinkie’s mane?!” Twilight called after them, still looking more than a little baffled.

Rainbow, from her side, just nudged her in the ribs with a knowing look. “Trust me: You  don’t want to do this again.”

Twilight glanced at Rainbow incredulously. “Again?”

Rainbow shrugged her shoulders ‘innocently.’ “I’m just saying, when you did this before, you were so embarrassed by it all that you made me promise not to speak of it again, under pain of a book to the head.”

Spike chuckled, quickening his pace to catch up with the others. “You needed a trip to the hospital once, too. Broken forelegs are nasty.

Twilight stayed rooted in place for a few moments, watching the others go on ahead. She quickly recovered, shook her head and trotted to catch up. And all the while, she was absolutely transfixed by Pinkie Pie’s mane. “How do you function? I must know…” she whispered under her breath, determined to solve this mystery... someday.


    After maybe ten minutes of walking through town, Twilight noticed that the buildings were actually starting to thin out quite considerably. The number of ponies they were running into was also declining at a rapid rate. It was as if they were leaving Ponyville entirely. They left the hoof-worn dirt streets behind them to transition to lush green grass and stray flowers. They passed between a few trees and bushes before emerging into a charming, out-of-the-way glade.

    Twilight paused, lagging behind the rest so she could take stock of the place. It was large and barely touched, that was for sure. Puis. it was almost entirely enclosed by natural growth. A thin wall of trees and shrubbery was behind the group, while far ahead of them was a much denser wall of trees that would surely transition into the Everfree Forest if one dared venture far enough.

The group came to a stop as Fluttershy turned to face them, gesturing at the open field before them with a warm smile and a shine in her eyes. “Here it is, my favorite place in Ponyville,” she announced in the most cheerful voice she could muster.

    Rainbow let off an amused snort, crossing her forelegs over her chest while hovering just a few inches over the ground. “Yeah, makes sense. You always liked the outdoors, Fluttershy.”

    Twilight looked back and forth, scanning the field, then eyed Fluttershy with a raised eyebrow. “Okay, so… your favorite place in town is the part that looks the least like a town...” she commented thoughtfully before a small smile crossed her features. “It makes sense. Rainbow and Spike told me how much you love animals and nature, so I can see you coming here to get away from civilization or something.”

    Spike grinned widely and casually leaned against Twilight’s side. “Heh, I knew we told you good if you can deduce that much,” he said in a cocky voice, drawing a bemused frown from the alicorn.

    Rainbow scoffed and lightly thwacked Spike across the back of the head. “Or, you know, she’s Twilight, and she’s super smart. Seriously, when she was at her A-game, I bet she could figure out how fast I can fly by looking at a grapefruit as I flew by.”

    Applejack raised an eyebrow with a teasing and playful smirk. “Are ya sure 'bout that, RD? Sounds to me like ya just let out a mighty big example of bias exaggeration.”

    Rainbow pouted at the farmer indignantly but made no further comment.

    Fluttershy tittered lightly behind a hoof at their antics before returning her attention to Twilight. “Well, Twilight, uh, I don’t know about ‘getting away from civilization,’ but I do come here a lot to connect with nature and meet new animal friends.”

    Twilight nodded, slowly stepping up to Fluttershy’s side to look around. “Well, it’s definitely beautiful… I could see myself relaxing here sometime.”

    Fluttershy also gazed out at the glade, a distant, hopeful look creeping into her expression. “It really is… I’ve made friends with so many cute and fuzzy critters here, and so many of them needed my help…” her expression darkened just a tad, drawing a curious glance from Twilight.

    “I take it you can’t help every animal that comes by, though?” She ventured, and judging by the disappointed sigh let off by Fluttershy, she hit the nail right on the head.

    “Don’t beat yourself up over it, Darling,” Rarity said encouragingly from towards the back of the group, having been none too keen to tangle directly with the bushes. “You’re only one pony, after all, and the work you already do is simply magnificent.”

    Fluttershy glanced gratefully back at Rarity. “Thank you. I know I can’t help every single animal… but I really want to...” she looked longingly out into the glade.

    Twilight hummed, analyzing the environment some more. Before she could formulate a proper response, though, Fluttershy spoke up, albeit in a quieter voice. “Uhm, if I’m being honest… I always sort of imagined some sort of natural wildlife sanctuary right here, in this glade. Somewhere where sick or injured animals could go to rest and recover before returning to the wild…”

    Rainbow drifted over, a strange smile on her face. “What’s stopping you? If you wanna do it so bad, I say do it. Hay, I could even speed up the approval process for you.”

    Fluttershy was remarkably quick to dismiss the idea, waving her hoof at Rainbow. “Oh, no, I couldn’t ask you to do that!” she protested before looking at the glade again. “I know how much you dislike using your royal authority… I would never ask you to use it except in dire emergencies.”

    Rainbow just chuckled and shook her head. “Hey, for my best friends, it’s really no biggy.”

    Fluttershy gave a small smile at that but still shook her heads in refusal. “I appreciate it, but, um… I don’t think I’m ready to try it…” she looked ahead at the glade, her eyes shimmering with resolve. “It’s just so daunting, and there are so many things to consider, so many things that could go wrong… It’s scary to think of what might happen if I do a bad job...

”Someday, though. When I have a bit more experience, especially with the strange and the exotic, and I know everything I need to know in order to make that sanctuary the best it can possibly be,” Fluttershy concluded hopefully, giving her friends a grateful smile for their support.

    “Ah’m sure it’ll be a right amazin’ sight, ‘Shy,” Applejack stated in encouragement, giving a sharp nod of her head and a wink. “And Ah can’t think of one other pony better suited for the job.”

    “I concur,” Rarity added, stepping up until she was beside Fluttershy. “And when you are ready for that project, don’t hesitate to call on us to help you.”

    “Yeah, that’s why we’re here!” Pinkie loudly enthused while bouncing forward and draping her forelegs over Rarity and Fluttershy’s shoulders. She paused, her face scrunching up in thought. “Although we’re also here for parties, campfire stories, cupcakes, sleepovers, wall demolition...”

    Rainbow glanced over at Pinkie Pie in surprise and confusion. “Wait, you’ve demolished walls?”

    “Four of them,” was the simple response.

    Rainbow crossed her forelegs and let out a small huff of bemusement. “I ever tell you just how random you are, Pinkie Pie?”

    Pinkie reached into her mane and withdrew a clipboard with her hoof, while a pen became perfectly balanced in the curl at the front end of her mane as if ensnared by the tentacle of a hungry octopus. She eyed the clipboard, then grinned at Rainbow. “Exactly seven point five times.”

    “Point five?” Spike inquired, his face twisting with confusion.

    “She didn’t get through saying it last time, because I was busy throwing a prank pie at her face!”

    “Ah, okay.”

    Twilight stared at Pinkie Pie intently, one of her eyes starting to twitch. “Reveal to me your secrets…” she thought to herself, her desire to understand this pony growing even more intense.

    Spike looked up at her, a warning on his face. “Just don’t question it, Twilight.”

    Fluttershy chose this moment to cut in with a dainty and quiet clearing of her throat, drawing the attention of all the others. She smiled at them, notably Rarity, Applejack, and Pinkie. “Well, thank you all very much for the encouragement. I appreciate it. But, uh, there really isn’t much more to see here. It’s quiet, it’s relaxing, it’s peaceful, but my favorite place isn’t really all that interesting…”

    “I disagree,” Twilight countered swiftly, putting Pinkie out of her mind for now. She cleared her throat and continued. “What I mean to say is, I think that that this place is, just like you said, peaceful and relaxing, and it sounds like it gets a lot of animal traffic. The things somepony could learn by just sitting, waiting and watching what happens here could be very interesting. And that’s not even mentioning this dream you have for an animal sanctuary. You could talk about it for hours and hours, couldn’t you?”

    “Oh, uh, I don’t know,” Fluttershy looked down at the soil and brushed her hoof through the grass in a display of nervous energy. “Maybe not hours. Uh… but, one hour, maybe?”

    Twilight just smiled. “Maybe we can come here and you can tell me about it in-depth sometime. It’d give me a chance to get to know you again, and it’d give you a chance to get somepony else’s perspective.”

    Fluttershy pondered those words for a second, then smiled warmly with a cheerful nod. “That sounds like a wonderful idea!” she agreed before turning and looking back at the rest of the group. “Anyways, uh… who wants to show Twilight their favorite place next?”

    Applejack swiftly raised a hoof. “Ah volunteer! We’re already on the outskirts, and mah favorite place happens to be on the edge, too,” she declared enthusiastically, drawing a flat look from Rainbow.

    “Is it your farm?”

    Applejack nodded without even missing a beat. “Sure as sugar. The home’s where the heart is, after all!”

    Twilight raised an eyebrow, her attention now on Applejack. “Rainbow and Spike did say you live on and work on a farm… Sure, let’s go see it.”

    Applejack gave a big grin and nodded off to one side. “Alrighty, then. Follow me, y’all!” she said before taking off at a far brisker pace than Fluttershy had used, and the group followed after her without hesitation.


    The group passed back through a section of town, then turned off down a path that led back out that was framed with healthy looking trees and bushes. As they went, Twilight noticed that the foliage was becoming more uniform. Out of curiosity, she glanced up into one of the trees and noticed the healthy, bright red apples that hung from the branches.

    “Right, here we are; the orchard of Sweet Apple Acres!” Applejack announced after a time, coming to a stop and pointing further down the path. “And up there is the farmhouse and barn. Apple Bloom, Big Mac, and Granny Smith are all up there right now.”

    Twilight looked around, soaking it in and taking note of just how far the apple trees went. There were hills upon hills of them that reached quite far into the distance. “Wow, you’ve got quite the orchard…” she remarked with an impressed raise of her eyebrows.

    “Enough trees to feed all of Ponyville and trade with other towns; although we mostly leave that to the Rich family,” Applejack explained with a nod and a smile. “Harvestin’ season’s still a ways off, though. Ah just hope it goes better than last year.”

    Twilight furrowed her brow when she noticed everypony else visibly cringing or wincing. She glanced back at Applejack skeptically. “Did something bad happen last year?”

    Applejack shrunk back at the question, looking remarkably sheepish. “Er, yeah… remember the story Pinkie told ya about me, uh… poisonin’ the whole town?”

    Twilight’s eyes widened. “Oh, right…”

“Same incident. My big brother, Big Macintosh, hurt himself that year. He wasn’t able to help out with the harvest as usual, and Ah kinda got it in my skull that I could do it all on my own.”

    “A mistake I hope you don’t make again,” Rarity chided with a frown. “You ran yourself ragged.”

    “What happened?” Twilight pressed, glancing back at the others. “Details, please.”

    Rainbow sighed and looked down at her front with an uncomfortable cringe. “Lots of stuff. With her being as exhausted as she was, AJ wasn’t really being as productive as normal. She volunteered to help out around town with a lot of things that week and, uh…”

    Pinkie didn’t miss a beat, filling in the blanks. “She poisoned a portion of the population with muffins filled with potato chips, earthworms, flowers and other nasty stuff, like I told you earlier. She also gave Rainbow Dash a pretty nasty bruise and a minor concussion by launching her into the air with a catapult. She terrified an entire bushel of newborn baby bunnies… am I missing anything?”

    Spike crossed his arms and let out a disgruntled huff. “Hey, those muffins were pretty good!”

    “Says the gem-eating dragon baby,” Rainbow retorted with a playful tone.

    Spike’s cheeks puffed up in annoyance. “You all just need to expand your horizons.”

    “Hey, I expanded my horizons! I ate one of those muffins,” Pinkie protested before shuddering in disgust. “Eugh… I’ve never felt so sick…”

    Applejack’s face was tinted a deep scarlet now, and she had lowered her hat in an effort to hide her face. “A-anyways! The point is, Ah was too stubborn for my own good and…” she lifted her head enough to look at Twilight, offering her a grateful smile. “Well, Twilight, ya managed to convince me that Ah needed help. It took ya some doin,’ but ya didn’t give up. In fact, Ah think y’all were a bit more stubborn than Ah was…”

    Twilight nodded and looked around again, taking that information in. “So… I’m stubborn when it comes to my friends?”

    “You don’t give up, that’s for sure,” Rainbow pointed out before nudging Twilight in the ribs with her elbow. “When you’re determined, you go for it…” her expression turned a touch more solemn. “And… you made sure I didn’t give up, either.”

    Twilight paused and looked at Rainbow curiously. The look in the pegasus’ face and the tone of her voice were forlorn as if she wasn’t proud of what she was remembering. Before she could press the matter, though, Applejack’s voice cut through the air.

    “Anyhow, Ah don’t really have much else Ah can say. Like Ah said, home is where the heart is, and Sweet Apple Acres is mah home. Ah live here, Ah work here, Ah sleep here, and my family’s here,” she said before glancing at the group as a whole again. “So, uh… who's next?”

    Rarity stepped forward and cleared her throat. “I volunteer! We’ve been walking through nature, for quite a while now and as beautiful as it all is…” she lifted up a hoof and cringed back in revulsion at the spots of dirt that had gotten on her otherwise magnificently well-kept hooves. “The dirt is getting to be a bit much… my favorite place also happens to be the same place where we can get ourselves tidied up.”

    There were no objections, and everypony fell into step behind Rarity as she made her way back into town. As they went, Twilight lagged a little behind, running over what Applejack and the others had told her. “So, I don’t give up, especially when it comes to my friends?” she pondered before looking to her side at Rainbow Dash, and Spike on her back.

    “Those two aren’t giving up on me yet…” her eyes drifted to the rest of the group, and a small smile appeared on her face. “And neither are they...”


    “Welcome to the Ponyville Spa!” Rarity announced as the group stepped into the building. Twilight glanced around, examining the front lobby with curiosity. It had a color scheme comprised of soothing purples and whites, and the chairs in that front lounge looked notably soft and comfy. Soft music played over a well-hidden speaker system, adding a tranquil quality to everything. There were a few ponies scattered around, seemingly waiting for others to be done with their treatments.

The air was filled with a potent but pleasing scent, one that tickled the nerves and the brain as it flew up Twilight’s nostrils. She couldn’t help but take in a long, deep breath, and let it out in a sigh. “It smells wonderful in here…” she awkwardly observed.

“Eh. Smells a bit too strong and flowery for me,” Rainbow countered casually before shrugging her shoulders. “But eh. Lotta ponies like it, I can’t complain too hard.”

“Oh, the wonderful aroma is only a small part of the experience,” Rarity exclaimed with a barely contained giddiness. “This is one of the best spas I have ever been to! The owners, Aloe and Lotus, are absolute masters in their craft! Any trip here is sure to leave you feeling refreshed and ready to take on the world!”

“Yer kinda sounding like the advertisin’ fliers there, Rarity,” Applejack commented cheekily, earning a dismissive huff from Rarity.

“It’s not my fault if their blurbs happen to be true! Besides, this is my favorite place to come, especially after a long day of work at the Boutique. Aloe and Lotus know just how to make me unwind. And as a little extra cherry on top, their accents are amazing!”

“Okay, I have to agree, their voices are pretty awesome,” Rainbow reluctantly added.

Rarity nodded proudly at Rainbow, then looked to the rest of the group expectantly. “But I brought us here not just because this is my favorite establishment…” her eyes glued themselves to Twilight, and a sympathetic look spread on her face. “Twilight, dear, you have had a very stressful time since you woke up in the Empire without your memories. I can see how tense you are, and I’ve seen the anxiety in your face more than once. So I thought it would be nice if you were treated to the very best of the Ponyville Spa.”

Twilight’s eyes flew wide open in surprise, and she took a step back. “W-what? Oh, uh, I don’t think that’s really necessary-”

“No no! I’ll have none of that!” Rarity interrupted Twilight with a raised hoof. “I shall not hear any refusals. This is my treat to you, Twilight. It is the least I can do for you. And believe me when I say this… you need it.”

“Go on, Twilight,” Spike urged with a big smile. “Rarity’s got a point; you’ve had it rough. Take a little while and relax.”

Rarity frowned at Spike. “Oh, don’t think any of the rest of you are exempt! Twilight may need it the most, but we have all had to deal with a lot of stress lately! Re-organizing my shop after those Changelings ransacked it has been nothing short of a disaster and a half!” she pronounced before her face twisted with a revolted grimace. “All that green slime… so many dresses ruined…”

Twilight’s brow furrowed in confusion. “Changelings…?”

The room fell quiet, and the few other customers there were looked up at the group with uncomfortable expressions on their faces. Fluttershy let out a small whimper, and Pinkie’s own normally bubbly expression turned downcast. It was Applejack that spoke up, though. “Er, Ah hope ya don’t mind, sugarcube, but it might be better to wait until later to hear that story. It’s kinda a sore subject for a lotta ponies.”

“It’s long, complicated, and…” Rainbow sighed and shook her head. “More than a little distressing to think about. I’ll tell you all about it when we get back to the library. Sound good?”

Twilight looked between all of them for several moments, confused by their sudden melancholy, then nodded in understanding. “Alright… I’ll hold you to that.”

Another few moments of silence came and went before Rarity took it upon herself to liven the mood. “A-anyway! Now is not the time to be moping around about that! We have massages, face masks, hooficures and warm bubble baths to take!”

Rainbow and Spike cringed. It was the former who spoke. “Er, you all go ahead. I don’t like ponies touching my hooves…”

Spike’s cringe shifted to a bewildered and skeptical frown. He then pointed a claw at Twilight. “Ahem.”

Rainbow blushed, once more becoming flustered. “Wha, hey! That’s… that’s different!” She protested weakly, taking a step back.

“Oh leave her alone, Spike,” Fluttershy scolded him lightly before smiling at Rarity. “I think some spa treatment is a wonderful idea!”

“Glad you think so!” Rarity nodded sharply before turning for the counter and finally making her approach, calling out for Aloe and Lotus. Twilight made to follow her, but paused and looked over as Spike and Rainbow found seats in the lounge.

“Are you two sure you don’t wanna come along?” she asked softly. “You must be pretty stressed, too.”

Rainbow shook her head. “Nah, I’m good. You go relax. You’ve earned it.”

Twilight blinked and turned to face Rainbow fully. “I’m guessing for something I did before my amnesia?” she probed, causing both Rainbow and Spike to flinch.

“Er…” Spike mumbled shakily, turning his eyes down somewhat. “I don’t think that’s what she-”

“Just go on,” Rainbow interrupted, giving Twilight a wider smile. “I kinda need to figure out where my favorite place is anyway.”

Twilight studied the two for another few minutes before nodding and following Rarity, who was now eagerly chatting with two mares behind the counter.

“Huh. They’re right. These mares do have awesome voices,” Twilight mused as she joined the others, and was soon led deeper into the spa, leaving Rainbow and Spike alone in the front lounge.


    Twilight let out a very pleased groan once she and the others departed the inner depths of the Spa and returned to the lounge over an hour later. Rarity had not been kidding; Aloe and Lotus had been simply incredible. She hadn’t felt this relaxed for as long as she could remember! She couldn’t even find it in herself to feel bitter over the fact that her collective memory so far was about a week!

    “Enjoy yourself?” Rainbow asked knowingly as she rose from her seat, trotting over to link back up with the group, Spike waddling along by her side.

    Twilight nodded happily. “Oh, I had no idea how much I needed that!” she said in what could only be described as a ‘gush.’ “I’ll probably be coming back here pretty soon.”

    Rarity just smirked in the back, pleased with herself.

    “I really needed it, too,” Fluttershy chimed in with a small flutter of her eyes. “Calming down the animals at home and getting everything back on schedule must have been more stressful than I thought…”

    “Yeah, good call, Rarity,” Applejack complimented as the group made their way back outside, The farmer’s eyes then fell on Rainbow Dash. “Well, I think it’s Rainbow’s turn, now,” she noted as the door closed behind them.

    Rainbow blinked in surprise, then frowned. “Oh, right,” she gave a nod and looked around a little anxiously. “Uh… well… huh,” her brow furrowed and she shrugged her shoulders helplessly. “I don’t really have a favorite place in Ponyville. It’s more like…” she lifted her eyes skyward, then turned to Twilight.

    The two looked at each other for several moments, a hushed and considering silence falling over the group of mares. Twilight shuffled back and forth on her hooves, the silence making her uneasy. “Uh… what is it?”

    Rainbow’s face gradually lit up with a warm smile, and she held out her hoof to Twilight. “Take my hoof, Twilight. I’ll show you my favorite place in the whole world.”

    There were a few knowing glances passed around between the rest of them, while Twilight eyed the outstretched cyan hoof in curiosity. “Er… Where is it, exactly?”

    Rainbow winked. “It’s a surprise,” she said playfully, drawing a frown out of Twilight.

    She hesitated, looking to the others for advice. In the end, it was Spike who spoke up. “Go ahead, Twilight. I think I know what she wants to show you…” he gave her a wink of his own. “And from what you told me last time, it’s worth it.”

    Twilight rolled it around in her head for a second, then nodded. She stepped towards Rainbow, took a deep breath, and grasped the cyan hoof with her own. She noticed a very visible look of longing on Rainbow’s face, like there was some part of this exchange that was missing before the pegasus pulled her close. Twilight yelped in surprise and then screamed in a panic as the ground suddenly vanished beneath her hooves. The wind rushed in her ears, and she swore she felt her stomach fall into her hooves.

    For almost a minute this went on, the air slowly growing cooler and thinner before, at long last, Rainbow gradually slowed down to a halt. “You alright?” she asked after a moment to a now shaking Twilight.

    Twilight took a few seconds to calm herself and take deep breaths. When she spoke, it was with a clear tremble in her voice. “Uh, y-yeah, I’m okay,” Twilight replied anxiously before opening her eyes. She hadn’t even realized that she had screwed them shut. “What the heck happened? What did you do?”

    Rainbow just smiled down at her, then looked past her at something far away. Twilight noticed that Rainbow looked remarkably brighter than she had before, like something obstructing the sunlight had been lifted. “Look and see for yourself…”

    Twilight’s brow furrowed, but she did as she was told, slowly turning around. Her eyes went wide and her jaw went slack at what she saw. “Woah…”

    Rainbow’s eyes briefly flicked to Twilight, and the pegasus’ smile grew that much warmer. “Heh… knew you’d love it.”

    They were well above the highest clouds in the sky, looking out on all of Equestria. Even when they had been returning to Ponyville in the chariot, their view hadn’t been even close to this high. Twilight saw mountain ranges far off in the distance, capped with snow and peppered with stone and forests. She saw rivers flowing from the snowmelt, carving long streams across the land as they flowed for the oceans. She could just barely make out the shapes and colors of large towns and cities that hugged the riverbanks.

    She could see valleys and grasslands, forests and marshes, deserts and steppes. All of it was bathed in the bright light of the early evening sun, the clouds under that light casting shadows where they hung.

    “It’s… beautiful…” Twilight breathed, completely in awe.

    “This is my favorite place in the entire world,” Rainbow said softly from her side. “So high up, being able to see everything in the world from such a distance… it makes the problems we have to deal with seem small and manageable… gives me some perspective, you know?”

    Twilight stiffly nodded, tracing a distant mountain range with her eyes. “I suppose, yeah…”

    The two were silent for a time, just taking in the view and enjoying their isolation. Rainbow periodically looked over at Twilight with a thoughtful look, but otherwise said nothing. Twilight didn’t notice this, though, as she was too busy following the current of a distant river as it wove through hills, into a cave system, and then bled off into the ocean, which was only just barely visible.

    “What are you looking at?” Rainbow suddenly asked, making Twilight blink. The alicorn glanced at Rainbow, then looked out at the world.

    “Uh… That river there, the one that disappears into a mountain for a minute… I was looking at that and, well...  I can see everything! I see cities and mountains and forests and… it’s just… it’s incredible.”

    Rainbow snickered softly, drifting just a little closer to Twilight. “Yeah, it is… and it’s even better now that you can fly up and see it with me whenever you want.”

    Twilight blinked and looked back at Rainbow. “I can?”

    Rainbow smirked and pointed at Twilight’s sides. “Yeah. You’re flying right now, aren’t you?” Rainbow asked knowingly.

    “Wait, I am?!” Twilight suddenly shouted, glancing to her sides.

    And just like that, her instincts gave way to her conscience, and her wing flaps fell out of synchronization. With a panicked yelp, Twilight suddenly dropped from the sky like a stone, only to be caught by Rainbow only a moment later. “Woah there! You okay?” she asked, giving Twilight a quick look over.

    Twilight gave a shaky nod, her breaths quickly calming back down. “Uh, y-yeah! Just… I didn't even notice that I’d started flying. I lost control when I realized it…” she mumbled, letting Rainbow pull her closer.

    “Must have been your new instincts kicking in,” Rainbow noted before slightly adjusting Twilight in her hooves to give her more support. “You’re an alicorn, now. You’ve got a little bit of everypony in you; including pegasi.”

    Twilight hummed thoughtfully, relaxing in Rainbow’s hooves and looking out at the world again. “A little of everypony… so I have Earth Pony traits too?”

    “You’re probably a lot stronger now, yeah,” Rainbow confirmed before slowly beginning their descent back towards Ponyville. At this speed, it’d be a while before the view lost any of its majesty. What was the rush, after all? “And your magic is probably a lot stronger than it was before.”

    Twilight frowned at that, her eyes falling from the beautiful scenery. “That’s good, I suppose… but I can’t remember most of my spells. Just levitation…” she said with a certain melancholy in her tone.

    “That one’s pretty much instinct, too,” Rainbow pointed out in sympathy. “Just about every unicorn knows how to do that, and one or two others… but hey, give it some time. Even if your memory of magic doesn’t come back, I’m sure you can do some studying and get back to where you were in no time.”

    “Studying?” Twilight asked, closing her eyes and just feeling the cool, high-altitude wind passing over them.

    “You’re an egghead,” Rainbow said cheekily, drawing a pout from Twilight. “You read so much it’s almost worrying, you do research projects, perform experiments. You even converted the library’s basement into your own little evil scientist laboratory.”

    “I was wondering what all of those machines were for…” Twilight said in realization. “What do they do?”

    Rainbow just grinned. “I have absolutely no idea.”

    Twilight just shook her head in mild exasperation at that before looking out at the world below, taking in the beautiful sight and committing it to memory.

    Rainbow was right. This high up, she found it hard to be worried about her amnesia. It was hard to feel worried about not knowing who her friends were, or who she herself was. It was hard to worry about anything. So high up, so far away… Just the rhythmic beats of Rainbow’s wings and the sound of the breeze in her ears.

    She hadn’t seen much of the world yet, but right now, this was her favorite place, too.