Little Memories

by Skijarama


The Bug in The Play

The next morning…

Twilight looked out the window of the Friendship Express as it sped through the snowy terrain, her eyes trained on the city of Canterlot. Spike was next to her in the middle of their seat, while Rainbow Dash was sitting nearest to the aisle. The rest of their friends were scattered around, with Fluttershy and Pinkie taking the seats directly in front and Rarity and Applejack sitting on the other side of the car. The sound of them chatting excitedly amongst themselves filled her ears, but for the moment she wasn’t paying attention or taking part.

The city looked far better than when she had first been there. With every passing second, Twilight was able to pick out more and more signs of recently completed repairs. The city, which had looked all but an abandoned ruin the first time, now looked to be in pristine condition. The only lingering damage of note was a section of the western wall and the tower that had presided over it. Both had been reduced to rubble, but she could see the scaffolding set up and the repairs were already well underway.

Blanketed in snow and shimmering with the multi-colored lights of Hearth’s warming, Twilight could think of no other words to describe the city but ‘beautiful.’

Rainbow leaned over the staring alicorn to get a look of her own, a pleased smile on her face. “Sweet. Looks like the repairs are coming along nicely!” she declared loud enough for all the others to hear.

“I should certainly hope so,” Rarity chimed in eagerly. “A city as sophisticated and wondrous as Canterlot has no business laying in such a state of disrepair.”

Rainbow flopped back into her seat next to Twilight and shot Rarity a look. “Well, yeah, but I was more worried about the practical side of it.”

Applejack, who was seated next to Rarity, tore her eyes away from her window to offer up a nod. “Ah bet yer over the moon there, RD, seein’ yer home gettin’ fixed up, stronger than ever.”

The pegasus grinned and leaned back casually in her seat, but offered no further words to continue the subject.

Pinkie Pie, who was in the row ahead of Twilight and Rainbow, let out a high-pitched squeal of excitement. “EEEE! I’m just so excited! We’re putting on a play, you guys!” she announced before throwing her hooves into the air, confetti appearing from them.

Twilight’s eye twitched. “Where did you get the-”

“Twilight,” Spike suddenly warned her with a flat look. “What did we say about Pinkie Pie?”

“That she keeps doing things that aren’t possible?”

Spike’s deadpan deepened. “No. We said don’t question it.”

“But how can I not?!” Twilight demanded in exasperation, gesturing at the innocently-grinning pink paradox. “She just… She’s-”

“She’s Pinkie,” Applejack stated with a playful look. “Ah’m as practical as y’all are gonna find in Ponyville, and even Ah’ve learned to just let Pinkie be Pinkie.”

“But what is Pinkie?” Twilight asked, shooting the farmer a demanding look.

Pinkie answered for her, leaning over the backrest of her seat and playfully poking Twilight on the tip of her nose with a stupidly big grin. “I’m just Pinkie Pie, party planner extraordinaire and super baker of Ponyville.”

“But… but…”

“Let it go, Twi,” Rainbow instructed softly.

“We are now arriving at our final destination, Canterlot Station. All passengers must disembark the train upon arrival,” a voice suddenly rang out from a series of hidden speakers, at around the same time that the train’s horn blasted through the air.

Rarity was the first up, her horn sparking to life and grabbing her luggage, a single suitcase, from its place under her seat. “At last! Come along, dears, we’ve got places to be and ponies to bedazzle!” she declared eagerly.

Twilight watched for a moment as all of her friends got to work clambering from their seats and grabbing whatever personal effects that had decided to bring along. For herself, all she had was her cold-weather clothes. They were only going to be gone for a few days, after all. She didn’t need to bring all that much for such a trip.

Soon enough, the train came to a stop, and the group of friends made their exit. They got caught up in a thick crowd of ponies all making their way off, but were soon enough departing the train and stepping into the streets of Canterlot proper.

Twilight’s eyes widened. If she had thought the city looked beautiful from a distance, then up close it was borderline heavenly.

What Ponyville’s decor had in rustic charm, Canterlot’s had in sheer artistic elegance. Not a single light was out of place, not a single ornament or prop out of alignment. It was breathtaking, and it gave off the mood of the holiday on the whole far more than Twilight could have imagined.

And then there were the ponies.

Last time Twilight had been here, the ponies going about their days had been tense and stressed, despite their efforts to keep it all buried behind a calm facade. Now, though, there was no such illusion. The smiles worn were genuine as a few sets of parents watched their foals playing together in the streets. A group of carolers sang to a mare at her doorstep, her hoof over her heart and a pleasantly surprised smile on her face.

She wondered if that same degree of joy and elation would extend to her parents.

Before she could ruminate on it much further, she felt Spike’s claws tugging at her hoof, and she realized that her friends were already moving on, chatting among themselves in excitement. Spike was the only one to stick with her, a knowing look on his face. “Come on, Twilight. We’ll have plenty of time to look around later.”

The alicorn was quiet for a second, the irony not lost on her that it was the baby dragon telling her this. Eventually, she smiled and lifted him onto her back with her magic before galloping to catch up to her friends.


The theater where they would be performing was a grand thing indeed. The front lobby was enormous and beautifully constructed, made of finely-cut stones and masterfully-carved wooden supports. A large candle chandelier hung from the high ceiling, casting a warm golden light over the entire room. The floor was a smooth red carpet, a much-welcomed reprieve from the cold snow and hard stone street.

More eye-catching than that, however, was the tall white alicorn that stood by the service desk. She was in the middle of speaking with the receptionist, a purple unicorn mare with a graying mane and tail. She briefly glanced away from Princess Celestia and towards Twilight’s group, her eyes widening as she did.

Before she could utter out anything about it, though, Rainbow Dash decided to make her own announcement.

By flying at the alicorn and tackling her in a bone-crushing hug.

Celestia staggered off to one side with a startled gasp, her wings snapping open. She looked down at who had been so bold as to assault her so, ready to verbally rip them apart. When she saw who it was, however, her hostility melted away in favor of motherly love and relief. “Rainbow!” she greeted, plonking down onto her haunches and returning the embrace as well as she was able. “It is so good to see you again. How have you been?”

Twilight couldn’t help but smile at the exchange, her heart warming up just a little bit.

After another squeeze, Rainbow leaned back and grinned. “I’ve been doing just fine. What about you?”

Celestia sat upright. “More of the same, I am afraid. Paperwork to sign, dignitaries to speak with, ceremonies to attend, and repairs to organize,” she spelled out, her expression very briefly flattening with boredom before she perked right back up again. “But none of that matters right now. For the next few days, I get to be here with you and your friends.”

The alicorn’s eyes then drifted up and past her daughter, looking at the rest of the approaching ponies before her gaze settled on Twilight. Celestia’s smile took on a more solemn edge, and for a moment Twilight’s good mood wavered.

But only for a moment.

“It’s good to see you again, Celestia,” she greeted with a smile and a respectful nod of her head.

Celestia blinked, seemingly caught off guard. She then gave off a quiet titter of amusement and a nod. “Ah, I had all but forgotten that I asked you to just use my name when last we spoke,” she recalled before nudging Rainbow back and standing back to her full height.

“Hey, I’m not that forgetful,” Twilight shot right back with a roll of her eyes, though internally she recognized the sheer irony of that statement.

An irony that was not lost on the others, if their vain attempts to stifle amused snorts and chuckles was anything to go by.

Rainbow tilted her head to one side, the least amused of the bunch. Whatever thoughts were coursing through her head, though, she elected not to voice for the time being. Instead, she turned back to Celestia and changed the subject. “So, mom, what’s the plan? I know you’re gonna be watching the play, but what about before and after?”

Celestia cleared her throat of any obstructions, vestigial amusement included. “Ah, yes. As of now, everypony else putting the play on are waiting for you behind the stage. You and your friends should probably go and get in some last-minute line-readings and rehearsals, just to be sure it’s all clear in your heads,” she instructed before craning her neck down to Rainbow and giving her an affectionate nuzzle. “But, once the play is concluded for the day, we will have the rest of the evening to spend together.”

Rainbow returned the gesture with enthusiasm before giving a sharp nod. “Okay, sweet! I’m looking forward to it,” she stated before turning to the others and beckoning them to follow her. “You heard the princess! We got a play to put on! Let’s go!”

And with that, Rainbow shot off through a nearby doorway, vanishing into the space beyond.

Pinkie Pie hopped in place. “Ooh! Ooh! Is it a race?! LAST ONE THERE’S A MUDDY STICK!” she squealed before rocketing off after Rainbow in a blur of pink, kicking up a small gust as she went.

Applejack rolled her eyes and went to follow after the two speedsters. “Heh. Always on the move,” she commented dryly.

“It’s good for them,” Fluttershy added in, falling into step by Twilight as they made their way to the stage.


The next hour or so passed by in a bit of a blur for Twilight. She had her script out in front of her, devoting most of her brainpower to memorizing her lines and receiving some last-minute tips and instructions from the play’s director. Her friends were all doing pretty well themselves, although Rainbow flubbed one of her lines early on. She was quick to recover and get ‘in the zone’ as it were.

But amid the steady progress, there was one thing that Twilight found just a little bit distracting. Or, to be more specific, one pony.

A dark blue unicorn with a curly black mane and tail. His body was skinny compared to the ponies around him, and his overall demeanor was shy and anxious. The others who trotted by him often gave him passing glances before moving on, and every time they did, the stallion would shrink back from them as if afraid.

More than once she had half a mind to put down her script and go see if he was okay, but every time the notion crossed her mind, one of her scenes conspired to come up, demanding she lend herself to the reading. And somewhere in the middle of it all, she had glanced over between lines to see how he was doing only to find that he was just gone. He’d probably wandered off to some other part of the stage to do some work, but the swiftness and silence with which he departed sent a chill down her spine.

She was snapped back to the here-and-now by Spike’s voice as he read off his closing lines from the play, given that he was to be the narrator. “The three leaders agreed to share the beautiful land and lived in harmony ever afterward. And together, they named their new land Equestria.”

The writer and director, a pair of stallions who had been sitting just outside of the ring of ponies, gave each other satisfied glances. “Alright, I do believe we are ready to proceed,” the writer decided with a nod of his head and a pleased smile. “For a collection of mares and a dragon with very little acting experience, your performances in just reading from the script were quite impressive. I see the princess chose wisely.”

Rainbow smiled at the second-hoof praise given to her adoptive parent before standing up. “Heh, she might be way too patient and cryptic for her own good, but nopony can deny that she’s got a fine eye for talent.”

“Quite,” The director replied, eager to get on with the show, apparently. “Now, then, you should all go and acquire your costumes. We’re starting in less than an hour, so get ready.”

There was a general mumbling of agreement as each of Twilight’s friends got up and made their way further backstage. She hesitated for a second before standing and moving to follow them.

“Psst. Twilight,” a voice she did not recognize suddenly said from behind her, making her jump. Confused, Twilight spun around and, to her surprise, came face-to-face with the skinny stallion from before. He was a few inches shorter than her, but he was carrying himself with far more confidence in front of her than he had been before.

She tilted her head. “Er… hello? Do I know you?”

The pony smiled before lowering his head. For a second, Twilight was worried that he was bowing to her as if she were royalty, and was about to quickly tell him that her wings were not a sign of such a promotion.

Any such words died in her throat when the pony exploded in a rush of green flames. His body vanished amid the flurry, leaving nothing but a silhouette that flickered and distorted. Then, just as suddenly as they came, the flames vanished, and a whole new creature stood before her.

It was about the same height as her, with a body that was more or less the same size and shape of a normal pony. However, instead of fur, it had black chitin with small holes tunneling through its legs. Two long fangs poked down from its upper lip, while compound eyes that glowed a pale ocean blue stared into hers. A curved horn rose from its head, and ragged gossamer wings fluttered on its blue-shelled back.

The creature smiled at her.

Twilight paled and scrambled back with an alarmed shout.

At once, the strange thing before her stepped back as well, one of its hooves flying up to its mouth and its ears drooping. “What?! Oh, oh no, I’m so sorry! I didn’t mean to scare you!” he quickly babbled out in the same voice as before, his voice now distorted into two distinct tones. “It’s just me! It’s Thorax!”

Twilight’s retreat came to a halt on hearing that name, and she took a moment to really look at him. After a few seconds, her frantic heart began to calm down, and she let out a slow breath. “Oh… I, uh… I didn’t know you looked like that,” she eventually stated between her still-heavy breaths before offering up an apologetic smile.

Thorax frowned and tilted his head to one side. “What…? You don’t…?” he mumbled before his eyes suddenly snapped wide open. He let out a loud groan of frustration before smacking himself in the face with a hoof. “That’s right! I’m so sorry, I forgot!”

Twilight’s ears drooped, and she gave off a quiet sigh. “My amnesia, right? I’m sorry…”

“Hey, Twi! You okay?” Rainbow’s voice echoed from behind her. Twilight turned to look just in time for the pegasus in question to come to a landing not far away along with Fluttershy. Both of their gazes locked onto the now self-deprecating changeling, their eyes widening in surprise. “Woah. Thorax, is that you?”

Thorax looked up at the voice and nodded. “Yeah, it’s me…” he said before his gaze drifted from the blue pegasus to the yellow one. Their gazes locked, and their eyes slowly widened. For a second, neither of them said a thing.

Fluttershy made the first move. With a barely audible squeak, she burst into a gallop before throwing her forelegs around Thorax in a tight hug, eliciting a startled yelp from him. After a few awkward seconds, though, he returned the gesture, burying his face into her shoulder.

Twilight blinked in surprise at the sudden display of affection, finding it hard to imagine herself hugging him. Of course, she was lacking in the benefit of knowing him.

Eventually, Thorax leaned back to look at Fluttershy’s face, a much warmer look on his own. “Fluttershy… it’s good to see you again,” he said quietly.

“You too,” she replied with a nod and a big smile of her own before backing out of the hug. “I’ve really missed you. How have you been since the empire?”

While those two began to speak excitedly to one another, Rainbow sidled up next to Twilight and whisper to her in a hushed voice. “Fluttershy and Thorax bonded a lot while we were in the empire over a filly named Wind Whisper. I’d say she’s closer to him than the rest of us put together.”

Twilight nodded in understanding, briefly recalling a few fleeting mentions of the filly in question.

Rainbow then made her approach to the chatting duo with a friendly grin. “So, Thorax. Whaddya doing here?” she asked, getting their attention.

“Well, actually, I work here,” Thorax said while turning to face her.

“Really?” Twilight asked in surprise, one of her eyebrows flying up. “What do you do?”

“A few things. But mostly, I’m an actor.”

“You’re an actor?” Fluttershy asked, her smile only growing. “That’s wonderful!”

“And it makes sense,” Rainbow observed casually. “Being able to look and sound like literally anypony you want makes you a pretty good pick for that kinda job. Not to mention you fooled everypony into thinking you were somepony else for a few weeks when traveling with us. I’d say you picked good.”

Thorax’s expression lit up a little at the praise. “Heh, thank you. It was kind of a stroke of luck I landed the job, though. But here I am, and I think some of the others are starting to like me, at least,” he said before looking at Fluttershy again.

“I’m so happy for you! I want to hear all about it!”

“Heh, I’ll tell you about it later, after the play.”

Twilight nodded and stepped forward, wanting to chip in her own two-bits. “I’d like to talk to you, too. I’d like to hear more about the changelings and the role you had in helping Equestria.”

Thorax winced just a little bit but nodded all the same. “R-right, of course. I’ll tell you whatever you wanna know.”

Sadly, before their reunion could go any further, the director's voice came from behind them. “Hey! Thorax, leave the mares alone and get back to work! The rest of you, come on, we got costumes to fit!” he barked, his tone bordering on hostile as he addressed Thorax. The bug immediately cowered back, his ears drooping and his face contorting with an anxious cringe.

Twilight’s ears drooped at the sight, and a very large part of her wanted to spin around and chew the pony out for his tone. There was no reason to be so aggressive or rude, especially not to somepony who had done so much! But, in the end, she kept herself in check and said nothing, deciding it would cause more trouble than it was worth to act out. It didn’t help that she was still woefully under-informed about this changeling’s role in past events, so any defense she could give would be improvised at best.

Rainbow Dash, however, didn’t have any qualms with voicing her dismay. Loudly, at that. She spun on her hooves to face the director with an intense glare, her wings fanning out. “Hey! He’s our friend, and we haven’t seen him since he saved this entire city! A few minutes to say hi and catch up won’t hurt anything!”

Like a switch being flicked, the director’s face paled, and he quickly ducked back out of sight. No doubt he wasn’t in any rush to incur more of the pegasus princess’ wrath, Twilight surmised. All the same, she gave Rainbow a disapproving frown. “Rainbow, was that really necessary?” she asked, her tone mirroring her expression.

“Kinda,” Rainbow replied without missing a beat. She folded her wings back up at her side and turned to face Thorax. She trotted over, clapped him on the shoulder and gave him an encouraging smile. “This guy saved this whole city. Least they can do is not be jerks to him,” she explained matter-of-factly.

Thorax looked down for a second, his wings twitching on his back. “I… Rainbow, you don’t need to stick your neck out for me like that. You did enough when you gave me a full pardon for everything I did,” he muttered, one of his hooves scuffing at the wooden floorboards.

“If she didn’t, I would have,” Fluttershy suddenly spoke up in an uncharacteristically firm voice, taking everypony by surprise. Marching up to the drone, she looked deep into Thorax’s eyes with an intensity that Twilight hadn’t seen from her, making him lean back and his eyes go wide. “Nopony should be talking to you like that! No matter what you did before, you more than made up for it!”

“Fluttershy…” Thorax whispered with wide eyes, seemingly in disbelief from the statement she had just made.

After a few more moments, Fluttershy eventually backed away, seeming to only now realize just how intense her reaction had been. “But… he was right about one thing. We still have to put on this play…”

Rainbow nodded along and gave him a sideways look. “Yeah, we’re kinda running late now. Are you playing a part, Thorax?”

The question jarred him out of his stunned trance. He shook himself and turned to face her, his face one of disappointment. “Uh, no, not this time. I was only gonna play in this one if something happened to one of you,” he explained before glancing towards the exit for the main stage. “Anyways, don’t let me keep you. We can talk when the play’s over. Just, uh… be careful, okay?”

Twilight raised an eyebrow in confusion. The way he had said that set off a series of red flags in her mind. Judging by the glances Fluttershy and Rainbow passed one another, they caught it, too. Something wasn’t quite right. “Be careful about what? We’re just putting on a play,” she pointed out after a moment.

Thorax shook his head. “I know, but we had an accident a couple of weeks ago. One of the machines being used for special effects suddenly caught on fire in the middle of the performance.”

Fluttershy gasped, her hooves flying up to cover her mouth. “A fire?! Was anypony hurt?!”

“No, thank goodness. Not seriously, anyway. There were a few burns, but nothing dangerous. Between Squall evacuating everypony and a good emergency team on-hoof, it was all resolved pretty fast. But it could have been a lot worse, so…” he sighed and stood up straight. “Just be careful, okay? If something else breaks, I don’t want any of you to get hurt.”

The trio of mares shared one more look amongst themselves before Fluttershy spoke up. “Thank you very much for the warning, Thorax. We’ll be careful, I promise.”

“Yup. Anyways, we should probably get going,” Rainbow pointed out before turning and heading after the director. “We’ll see you after the play, Thorax! Don’t be a stranger!”

“I won’t,” he called after her.

Fluttershy was the next to go, waving as she went and leaving Twilight alone with Thorax. The former watched her friends go for a few seconds before turning to look at the changeling with a worried look on her face. He had visibly sagged once Fluttershy’s back was turned, and all at once she could clearly see the timid stallion that had been anxiously watching them from the shadows.

“Thorax… before I go, can I ask you something?” she asked before she even realized it, the words tumbling unbidden past her lips.

He perked up, his head tilting to one side as he looked her way. “Uh, sure, I guess. What is it?”

“...Why did you look like a pony earlier?”

Thorax immediately withered under that question, averting his eyes. “Er… w-well, the thing is… I just… y-you see...” he stammered before sighing. “Okay, okay… Look, promise me you won’t tell Fluttershy? I don’t want her getting too worried about me.”

Twilight was momentarily taken aback by that request. But, after a moment of thought, she gave a slow nod. “Alright. As long as it’s not too serious, I won’t say a word.”

Thorax relaxed, but only somewhat. He took a deep breath and turned his eyes up to the ceiling. “...Ponies don’t trust me,” he began slowly, his voice solemn. “And really, I can’t say I blame them. I helped Chrysalis when the swarm attacked. I was the one who took down Princess Luna. I helped make this city fall in the first place, and I look just like every other changeling in the swarm. The ponies here all look at me and just see another monster that invaded their city and hurt their friends… their families.

“So, at least when I’m somewhere with a big crowd, sometimes I… well… I disguise myself so that the ponies I talk to don’t feel quite so disgusted by me. I do it here, too, so that I don’t distract the ponies I have to work with…” he looked down and gave a full-bodied sigh, his eyes reflecting his feelings. “But they all know who I am under the blue fur. Even if they can stand to look at me, they still know what they’re looking at, and I can taste how much they don’t like me.”

Twilight’s hoof slowly drifted up to hover over her heart, her ears drooping. “That’s terrible… how could they…?” she whispered out, appalled by what she was hearing. “You saved them, didn’t you? You’ve already proven that you’re a good guy!”

Thorax nodded his head. “I have, and they all know it. But…” he shook his head and turned around. “Sometimes it isn’t easy for ponies to let go of a grudge…” he finished before glancing at Twilight over his shoulder. “I need to go, and so do you. I’ll be watching from the audience. Good luck with the play.”

Before Twilight could offer a response, Thorax was enveloped in a swirl of green flames. When they passed, the skinny blue pony from before had been restored and was now trotting away and into the shadows.