Little Memories

by Skijarama


Leaves

A breeze passed quietly through the serene clearing, causing the orange and red leaves to rustle in their places in the trees, and the many blades of grass that carpeted the ground wavered and swayed in tandem. A few of the leaves broke away from their parent branches to drift and dance to the ground, spinning and twirling hypnotically as they went.

One such leaf from an oak tree that had long since turned a shade of orange, was disturbed as it fell when a trio of energetic fillies went scampering by. They laughed to each other, completely oblivious to the leaf they had just sent careening wildly off course. It spiraled and spun chaotically through the air for a moment before rising higher alongside another gentle gust of the wind.

Eventually, after a few more spins, twists, and turns the leaf finally came to a stop on the ground mere inches from a pair of folded lavender hooves. It stayed there for several seconds, twitching occasionally on the ground before it was enveloped in a glow of similarly-colored magic.

Twilight brought the leaf up to her face, idly spinning it with an appreciative smile on her face. She was nestled comfortably on her belly in the grass, with Fluttershy sitting to her immediate right. A grumpy looking rabbit, Angel, was sitting on top of the pegasus’ head with his eyes trained on the three fillies as they laughed and played.

“You seem happy,” Fluttershy’s voice suddenly commented from the side.

Twilight released the leaf from her magical hold, allowing it to drift lazily off into the distance and find somewhere to settle down. She shifted and turned to offer Fluttershy a comfortable nod. “Well, I’m definitely relaxed,” she replied before looking ahead at the three fillies. “It’s really nice out here… I should come foalsit with you more often.”

“Oh, you really don’t have to, but I appreciate it anyway,” Fluttershy said, relaxing somewhat herself. Her eyes remained glued to Twilight’s face; specifically her muzzle. “I was a little worried you might be grumpy when I saw your, um, bruise.”

Twilight’s muzzle scrunched, and she lifted a hoof to poke at it in disdain. It gave a faint throb to remind her of the previous day’s flight training. “Ugh, don’t remind me,” she groaned, a small amount of frustration creeping into her voice.

“What happened?”

Twilight lowered her hoof and sighed. “Rainbow’s been teaching me how to fly. This bruise?” she tapped her nose again. “Is just one symptom of the process. I’ve crashed face-first into the dirt forty times since she started teaching me.”

“Oh,” Fluttershy slowly nodded her head in understanding, her wings ruffling on her back. “I remember when I was learning how to fly… I crashed all the time, especially if somepony else was looking at me or making fun of how bad I was... But I was in a flight school in Clousdale. I only ever had soft clouds to crash into.”

“Oh, goodie,” Twilight deadpanned before chuckling and shaking her head. “I’m getting better, at least. It’s slow going, and I can definitely tell that these,” she unfurled her wings for emphasis, “were not on me before I woke up in the Empire.”

Fluttershy looked at the wings for a moment and then unfurled her own for comparison. It was pretty evident that, even with only a few weeks of practice compared to Fluttershy’s years of use, Twilight’s wings were significantly bigger and stronger.

Although, part of that may have just been because she was an alicorn.

So many unknowns…

Twilight folded her wings back up and looked ahead at the three fillies just in time to see one of them, the orange pegasus with the bright eggplant-colored mane and tail, plow into the yellow earth pony, sending both of them sprawling through the flowers in a giggling heap of tangled limbs. She winced. “Ooh, are they gonna be okay roughhousing like that?”

Fluttershy turned her attention to the trio of foals, seemingly undisturbed by how active they were being. She nodded. “Oh, yes. Apple Bloom’s pretty sturdy for her age, and Scootaloo is too,” she assured before looking at Twilight again. “They’ve gone on some crazy adventures of their own, you know.”

“I’ve heard about that, yeah,” Twilight nodded along, watching as the marshmallow-colored unicorn added herself to the pile, drawing grunts and more laughs from her friends. “They’re a troublesome trio, aren’t they?”

“They can be if you don’t know how to deal with them,” Fluttershy acknowledged, her smile staying in place all the same. “But they’re good kids, too. And if you treat them right, they’ll treat you right.”

A few seconds passed, and Twilight took a deep breath, savoring and relishing the pristine autumn air. Another breeze carried another set of leaves from their places in the trees, adding to the tranquility of it all. Her eyes latched onto one such leaf, watching it until it disappeared from view on the other end of Fluttershy’s favorite clearing.

Her ears perked up as the sight of the falling leaf made a memory from yesterday flare up in her head. She looked over at Fluttershy again, this time with a thoughtful frown. “You know… I’m planning on taking part in the Running of the Leaves this year,” she stated simply.

Fluttershy looked over at her with her eyes widening somewhat. “Oh, really?”

Twilight nodded in the affirmative. “Yeah. I mean, I ran last year…” her expression soured. “...Even if I can’t remember it…”

Fluttershy’s face fell, and her ears drooped at the reminder of Twilight’s condition. She looked like she was about to say something encouraging, but Twilight beat her to the punch. “Rainbow and Applejack are both competing, and they said they ran last year. Who knows? Maybe running with them again will build some of our friendship back up… and if I’m really lucky, jog a few things in my head.”

Fluttershy’s face lit up with a tender smile, and she reached a hoof out to pat Twilight’s shoulder. “I think that’s a wonderful idea! Although…” her expression became thoughtful, and a hoof found its way to her chin. “You’re probably going to have a hard time keeping up… Rainbow and Applejack are really fast…”

“Oh, believe me, I know,” Twilight replied while rolling her eyes. “Rainbow does like to boast about how she’s the fastest pony alive, and I’ve seen her prove it a few times while working with the local weather teams.”

“She’s not wrong.”

Twilight shrugged. “Eh, maybe she is. I still plan on running. I’m not even in it to win, I’m just in it for the experience,” she explained before looking down at her hooves. “Plus, it will be a good way for me to test how strong this alicorn body really is. I haven’t had many good opportunities to figure it out.”

“What about your magic?” Fluttershy asked, her eyes drifting up to Twilight’s horn.

Twilight, in response, lit her horn with magic and pulled another leaf out of the air. “It’s slow going… grabbing things like this is easy enough, but…” she let the leaf go, her face falling. “...Anything more complex is giving me a hard time. I’m having to learn all of the theory and the mechanics of basic spellcraft all over again…”

“Oh… I’m so sorry,” Fluttershy uttered in sympathy before offering the alicorn a reassuring smile. “But I’m sure you’ll get back to where you were in no time if you just keep practicing and don’t give up.”

Twilight got a certain, cocky look on her face. One that looked eerily like the ones Rainbow Dash would have. “Oh, I don’t plan on it. It’s taking me a long time to learn it, but it’s fascinating!” she declared enthusiastically. “I mean, for example: Did you know that spells are essentially made up of a bunch of moving parts, each one with different instructions?”

Fluttershy’s expression blanked. “Uh… no?”

Twilight nodded energetically and pulled over a few pebbles, blades of grass, and a leaf with her magic. “It’s amazing just how intricate it can get. If somepony had enough time, power, and a big enough stockpile of scrolls for notes and iterations, they could theoretically make a spell do just about anything! Casting any spell is mostly a matter of having the power and understanding exactly what you want the spell to do.

“For example, if I wanted to teleport this leaf ten feet forward, I would need the power to displace it in space, and understand the logic to make that work. Simple enough, and that on its own wouldn’t take very much power,” Twilight explained before her brow furrowed. “This is where it gets tricky… see, you don’t want to teleport inside of something else, or into occupied space. If you do, you could be crushed, or explode, or explode along with the thing you teleported into. So, that’s another piece of the spell; to make sure you teleport into unoccupied space.”

Fluttershy just nodded along, her eyes zoning out and going distant. “Um… okay.”

“And, of course, more energy is required for that,” Twilight explained before releasing the objects and shaking her head. “Right now, I get that principle, at least… but I’m still working on figuring out all of the underlying science and how to apply it. Without that, levitating things is about all I can do.”

As Twilight finished her explanation, she looked over at Fluttershy to see that she was still nodding her head over and over again, as if on some kind of loop. She stopped once she realized that Twilight had stopped talking, though, and a small blush crept into her cheeks. “Uh… okay?”

Twilight’s expression dried up. “How much of that did you even hear?”

Fluttershy looked side to side, murmuring something unintelligible under her breath.

Twilight sighed and shook her head. “Oh, well… don’t feel bad about it. Rainbow and Spike zone out on me all the time, too,” she said in good-natured exasperation.

Fluttershy giggled into her hoof. “Eheh, well, you have always tended to ramble on sometimes…”

Twilight flashed her an irritated look. “Ah, jeez, rub it in, why don’t you?”

“I’m sorry,” Fluttershy immediately apologized before looking ahead at the three fillies, who were still sprinting around and playing with all of that youthful energy. Twilight looked as well and watched them for a moment herself before Fluttershy spoke again. “Actually… you just said you want to test your body, right?”

Twilight looked over at Fluttershy to see that she had a strangely excited look on her face. Twilight raised an eyebrow in curiosity. “Uh… yes?”

Fluttershy sat more upright and clapped her hooves together before calling over to the fillies. “Apple Bloom? Sweetie Belle? Scootaloo? Could you all come here, please?”

Despite the voice having next to no carry, the fillies immediately turned to face her, and soon came dutifully cantering over. Apple Bloom, the yellow one, stepped forward to be at the head of the pack. “Yes, Fluttershy? What’cha need?” she asked with a similarly thick accent to Applejack’s.

Fluttershy waited until the three fillies were seated before turning to gesture at Twilight. “So, Twilight? How do you feel about having a game of tag against the Cutie Mark Crusaders here? It’ll be a lot of fun, and you can test out your body,” she suggested while glancing sideways at the fillies and gauging their responses.

Twilight blinked. A game of tag against three fillies? That seemed a little too simple to be much of a challenge or an adequate test. After all, Twilight thought, she was an alicorn, and they were not. Add onto that the fact that they were all just kids who hadn’t even found their cutie marks yet, and she couldn’t help but question the viability of the idea.

...But it would probably still be fun, she eventually decided, and smiled at them all. “I think that sounds like a good idea if they’re up for it.”

“A game of tag against Twilight?!” Scootaloo suddenly asked, her wings buzzing in excitement and her face lighting up eagerly. “Oh, heck yeah! If everything Rainbow Dash says about you is true, then I would love to!”

Twilight blinked again, frowning in confusion. “Wait, Rainbow talks about me to you?”

Fluttershy craned her head forward to nod at Twilight. “Oh, uh, all the time.”

“She makes you sound so cool!” Scootaloo continued, ignoring the deadpan looks from Sweetie Belle and Apple Bloom. They had no doubt heard her gush about her many times before. “She told me about how you managed to form a giant barrier over an entire city, how you scared off some bullies when you two were little, how you saved her life by clobbering a big bad evil queen with a giant club made out of crystals, telling them that Rainbow was yours, and — and just so much awesome stuff!!”

Apple Bloom sighed and leaned forward to whisper to Twilight. “Scootaloo’s a bit of an RD fan. Started a fan club and everythin’. If RD thinks yer cool, Scootaloo does too.”

“Can we play, please?” Sweetie prodded with a slight whine in her voice, clearly hoping to move the conversation along. “C’mon, I really like the idea!”

Fluttershy giggled behind her hoof before nodding over at Twilight. The alicorn got her own smile on her face before rising to her hooves and taking a few steps forward. The three fillies backed up and spread out, all but vibrating in excitement. Sweetie looked over at Fluttershy. “So, who gets to be it?”

“Oh, uh, I was thinking Twilight would have to tag you each first.”

Twilight paused and looked over at Fluttershy again. “Wait, what? That seems a little unusual…” she commented, raising an eyebrow.

Fluttershy fidgeted with her hooves. “Oh, I know, but, uh, you did say you want to test yourself… you don’t have to if you don’t want to, whatever you want is fine, but I just thought that having to tag three energetic little fillies would help make it more challenging,” she explained before shaking her head. “Never mind, forget I said anything. I’ll just-”

“Actually,” Twilight cut her off before looking ahead at the fillies again with a competitive look on her face. “I like that idea… thanks, Fluttershy.”

Fluttershy perked up, looking a little confused. “Oh! Uh… you’re welcome?”

“Give us a countdown!” Scootaloo suggested, spreading out her stance and giving her tiny, underdeveloped wings a little buzz. Apple Bloom and Sweetie assumed similar stances, ready to bolt at a moment’s notice.

Fluttershy nodded and sat upright before clearing her throat. “Ahem! Three… two…”

“Cutie Mark Crusaders; SCATTER!” Apple Bloom suddenly declared before turning to her right and breaking into a sprint. Sweetie Belle spun all the way around and ran directly away from Twilight, while Scootaloo bolted for the nearby treeline. All three fillies were giggling hysterically as Twilight’s brain did a few backflips to try and catch up with this turn of events.

Finally, her mind caught up, and her nostrils flared. “Wha- HEY! That’s cheating!” she loudly declared before picking a target in the form of Sweetie Belle and chasing after her. Her hooves thundered against the grass, closing the distance fairly quickly.

And then Sweetie Belle stopped and dove to one side just as Twilight was about to reach her. Her eyes widened as she went rocketing past the filly, moving far too quickly to turn and change directions. “What the-?!” Twilight loudly shouted before slamming face-first into a tree on the opposite end of the clearing from where she had started.

“Now I’ve kissed a tree,” her dazed mind absently mused as she pulled her face off of the bark with an audible pop. “maybe I should make a list of all the things I’ve kissed. It could be a hobby or something.”

From behind her, she could hear Sweetie Belle giggling energetically before calling out to her. “You missed me, Twilight! Come on, chase me!”

Twilight shook her head and glared after Sweetie Belle with a growl low in her throat. “Okay, that does it. C’mere, you!” she shouted, though it was clear the hostility in her voice was more playful than anything else. She quickly spun around and resumed her chase, being careful to pace herself this time.

She’d catch onto their tricks sooner or later, she just knew it. She just had to pay attention and focus.

They were just kids, after all. How hard could this be?


Twilight was starting to pant, now, and inwardly swore as Scootaloo slipped away from her hooves, the tip of her tail disappearing into the bush that the two had been careening towards. Twilight quickly jumped over the foliage and scanned the ground below her for any sign of her prey.

Her time in the air gave Scootaloo the moment she needed. With a triumphant grin, Scootaloo spun around and bolted back around the bush the way she had come, leaving Twilight to finish her fall before she could give chase.

“Wriggly little…!” Twilight seethed the moment her hooves impacted with the dirt. She spun around and broke into a sprint after Scootaloo again, grinning to herself as she realized the filly wouldn't be able to make it to more cover before Twilight caught her. With her target in her sights, Twilight put an extra burst of speed into her sprint, despite the burning sensation in her joints from the action.

Suddenly, Scootaloo looked to her left and nodded. “Dust Devil!” she called out.

Twilight’s eyes widened when Apple Bloom suddenly crashed into Scootaloo’s side, sending both of them careening sharply to the left. Twilight put her legs out in front of her to stop her momentum, her hooves creating trenches in the dirt for a few feet. She turned in place to try and leap for the two targets at once.

She underestimated the cunning of her opposition, though, as both of them suddenly swept their tails along the trench their fall had created, kicking up a cloud of dust. Twilight was unable to stop herself from charging right into said dust, and she was forced to close her eyes and start coughing.

As she struggled to get her bearings back, her mind briefly wandered back to what Scootaloo had shouted before she had been tackled. ‘Dust Devil.’

“They have CODE WORDS!” Twilight shouted internally, realizing with a groan that the fillies had sprinted off in two separate directions again; Scootaloo for the trees, and Apple Bloom into the open part of the clearing. With a grimace, Twilight chose her target and broke into a gallop after Apple Bloom, figuring Scootaloo would have to come out of the trees eventually.

She had to give the filly credit, Apple Bloom was fast for her age. Probably came from having Applejack as a big sister. But as fast as she was, she was still shorter than Twilight, and her stubby little legs could only carry her so far. Apple Bloom looked back at Twilight, her eyes flying wide when she saw just how close the alicorn was getting.

Twilight was so engrossed in the possibility that she was about to finally tag one of them that she totally forgot one thing.

Sweetie Belle.

“Switch!” Sweetie Belle suddenly declared as she came in from the left, catching Twilight off guard. Apple Bloom, however, had no hesitation in following the command, leaping up and to the side. As her hooves fled the surface of the earth, Sweetie interposed herself in Twilight’s path, coming to a landing right in front of her.

“Woah!” Twilight shouted, digging all four hooves into the dirt to try and keep herself from plowing right into Sweetie at dangerous speeds. As soon as she did that, Sweetie got a victorious look on her face and broke into a sprint again, fleeing to the right while Apple Bloom continued her direct trajectory.

Gritting her teeth, Twilight turned to gallop after Sweetie Belle again. She was not about to let a trio of kids show her up!


She had been shown up.

Twilight flopped onto her back in the middle of the clearing maybe thirty minutes after the game of tag had begun, her hooves clasped over her burning lungs as she sucked in deep breath after deep breath. Her unfocused eyes stared blankly up at the sky overhead, barely making out the blurry shape of a leaf as it drifted by.

“Are you okay, Twilight?” Fluttershy’s voice called out, drawing closer.

Twilight might have turned to look at the pegasus, but right now, she just wanted to sleep forever. She was only just able to muster the care and energy to weakly raise a hoof and declare “I’m fine…” before falling totally limp again.

She briefly thought back on her curiosity about how hard it could be to tag three kids. As it so happens, the answer to that question was extremely hard. All she had to show for her efforts was an intense burning in her legs, and her lungs were struggling to take in the necessary air they needed to help her function.

The Crusaders were fast, slippery, and had remarkably good teamwork. Twilight’s face contorted with a bitter scowl as she recalled how they had used code words for specific movements.

Freaking code words.

After a minute or so, the faces of her three former targets appeared in her field of view, the fillies craning their necks to look down at her. All three of them were out of breath as well, and each one had a different expression. Sweetie looked somewhat guilty, her ears drooping. Apple Bloom had a much more good-natured look on her face, that of a pony recognizing and respecting a genuine effort. Scootaloo, meanwhile, looked thrilled and ecstatic.

“You really gave us a run for our money!” The pegasus filly in question exclaimed cheerfully before sitting down on her haunches. “Whew. You almost got me a few times.”

“She almost got all of us several times,” Sweetie followed up, wiping a hoof over her brow to dispel some sweat before smiling again. “You’re fast, Twilight. I’m kinda glad I’m so small.”

“You… cheated…” Twilight panted between breaths with a shake of her head. “You kept… running… into the trees… and bushes… and stuff… ooooww…”

“To be fair,” Apple Bloom pointed out with a look of amusement on her face. “Ya never told us we couldn’t do that.”

Twilight lazily lifted a hoof and booped Apple Bloom on the nose with a pout. “You… hush…”

After a second, Sweetie leaned down and put her hooves on Twilight’s chest, her expression becoming worried again. “You are okay, right? You look pretty worn out…”

Twilight just managed to crack a small smile before patting Sweetie on the head with her hoof. “I’m okay… winded and sore, but okay…” she assured before letting her head flop down into the grass with a sigh. Scootaloo trotted around and sat down by her head.

“So, was that a good test?” she asked hopefully, her eyes lighting up in eager expectation. “Did we do good?”

Twilight nodded and lifted up a hoof as if gesturing for Scootaloo to grab it. The filly smiled and did so with one of hers, looking more than a little pleased with herself. Twilight then grinned at her. “Yup… good test. I now know that I am no match against you three when you run away from me...”

Scootaloo puffed up with pride, and Apple Bloom and Sweetie Belle similarly looked rather proud of their performances. They exchanged victorious nods and smiles.

A sinister little twinkle came into Twilight’s eyes at that moment, and Scootaloo’s smile faltered. Twilight’s lips curled up into an ominous smirk. “When I lure you into a trap, though…” she said slowly, letting the end of that sentence hang in the air.

A silence fell over the three fillies as they processed what Twilight had just said. Apple Bloom stiffly lifted a hoof up to poke her nose where Twilight had, and Sweetie Belle timidly reached up to her mane, her eyes going wide.

Scootaloo’s eyes locked onto her hoof held in Twilight’s, and her face went ashen. With a horrified shout, she yanked her hoof away before backing up.

Apple Bloom frowned at Twilight disapprovingly. “That’s a dirty trick ya just pulled, Twilight,” she said in as stern and scolding a tone as her childish voice could allow.

Twilight just thrust one of her hooves into the air. “I win! Woohoo…” she declared in a drowsy manner before letting her hoof thump back into the dirt. “...ow.”

“Sneaky…” Sweetie murmured under her breath, mirroring Apple Bloom’s stern look. She maintained it for a few seconds before her composure cracked. Her face lighting up with a tired and happy smile, Sweetie Belle laughed and let herself fall forward to use Twilight’s tummy like a pillow, snuggling her cheek into the alicorn’s stomach fur.

Apple Bloom followed suit soon enough, cuddling up to the alicorn as they all caught their breath. Scootaloo still looked scandalized, though, her ears splayed back and her tagged hoof clenched to her little beating heart. After a few seconds, however, she elected to join her friends in the cuddle pile, resting her chin on Twilight’s shoulder and sighing in defeat.

Twilight let out a content breath of her own and closed her eyes for a few seconds, just relaxing. She could just hear Fluttershy shifting in place not far away. The pegasus remained silent, though, perhaps not wanting to disturb the peaceful scene of three little fillies snuggling up to an alicorn after an intense round of tag.

She knew what she could do now far better than she had before. More testing would be required, of course, but at least now she had a foundation to build off of. That fact alone was enough to ease Twilight into her place in the bed of grass, drawing a content hum out of her. She could fall asleep right here, she thought.

Smiling, Twilight opened her eyes again to the sight of another leaf blowing by in the wind.