Unfriendship 2

by littleman001


Chapter 7: Starlight Glimmer & Pinkie Pie

"I almost feel nostalgic coming back to this place." Thorax said as Celestia's and Twilight's forces were gathering in the old Insurgency HQ to discuss their next move against the Storm King.

"Nostalgic is not the word I'd use." Celestia replied dryly as Thorax entered the room where most of their allies were already sitting around a round table with a map of Equestria rolled out in front of them. The only seats that were empty were Celestia's and Sweetie Belle's. Said unicorn was about to enter the room as well, but Celestia's wing blocked her path.

"Sweetie, a moment please." she told her pupil on a calm and neutral tone, but Sweetie immediately knew that she was in trouble. The two mares closed the door and walked into a quiet corner. Sweetie had a pretty good idea about what Celestia wanted, so she just brought it up right away.

"Uh... Listen, Celestia. About what happened in Tartarus..." Sweetie started to explain herself, but Celestia held up a hoof to silence her.

"That was reckless and stupid. You know how unstable your magic can be. You could have easily lost control and then we wouldn't be having this conversation. I didn't teach you to act so irresponsibly." Celestia scolded. Sweetie Belle hung her head in shame. The alicorn then sighed and her gaze softened somewhat. "But you can make up for it by finishing another assignment for me. Discreetly." Sweetie Belle's face lit up as she heard her mentor's words. She would do anything to make up for her mistake. And the assignment Celestia gave her was not only interesting, but quite to her liking as well.


If somepony told Apple Bloom that one day she is going to hold a military briefing, she probably would have laughed it off. Then again, she also wouldn't have believed that Twilight would one day go crazy and become a ruthless tyrant. It's crazy how times have changed. But seeing as how Flash Sentry was M. I. A., it now fell upon her to take charge.

The tension in the room certainly didn't help. The two groups on the two opposite sides of the table didn't even try to hide their animosity towards each other. Thunderlane and Spitfire were glaring flaming daggers at each other, the latter clearly not amused with the former's takeover of her position as Captain of the Wonderbolts. Rainbow Dash, Starlight and Trixie were eyeing Applejack, Fluttershy and Pinkie Pie with anger and bitterness. They still believed that the Regime was right and they didn't forgive their old friends for what she considered treason.

Flurry Heart and Cozy Glow were sitting across Sweetie Belle and Apple Bloom. The teenaged alicorn was still unhappy about her defeat at their hooves in Tartarus and looked like she wanted nothing better than to carve them up right there, while Cozy looked like she really didn't want to be there, but taking on the Storm King still beat doing time in Tartarus.

Luna was staring in a rather unfriendly way at Thorax. While she probably wouldn't admit it, part of her was still sad that her sister and her parted ways on such a brutal level and she wished things could have been different. And she was not happy that this upstart changeling took her place at Celestia's side as her closest and most intimate companion. Thorax was doing his best to avoid her gaze while gulping nervously.

Blueblood and Big Macintosh were glaring each other down. It was obvious that the two stallions at the two opposing ends of the social ladder with radically different world views would have nothing but contempt for each other. But all the bitterness and anger in the room paled in comparison to what Celestia and Twilight were giving each other. And lastly there was Luster Dawn, who didn't understand anything that was going on and looked at everypony in confusion. Apple Bloom cleared her throat.

"Right." she said as she rolled out a map on the table. "Thanks to de Wonderbolts' recon, we have a pretty good idea about de layout of de Storm King's forces and how much of our cities dey hold. We now have de means to organize resistance from here, but before we launch a counterattack, our first priority is evacuating as many ponies as we can. But before we can do dat, we're goin' to need to need to reclaim Celestia's SkyWatch system. Dis requires a magical expert. Ah think Starlight would probably be de best for de job." The unicorn in question was not thrilled with the idea.

"Now hold on a second! Just because we agreed to work together doesn't mean you get to boss me around. Twilight is the only one I take orders from."

"And that is why you will do as she says." Twilight told her student firmly. Starlight's jaw dropped.

"What?! But... But I..." Twilight held up her hoof to silence her.

"Luster Dawn told me in great detail how easily the Storm King overtook her village. Without tight coordination we'll lose valuable time." she explained.

"And that means we'll have to reclaim the SkyWatch system." Celestia added with just as much firmness. Starlight gave Twilight a pleading look, but her expression remained unchanged. Finally she gave in with a sigh. Celestia continued. "Pinkie Pie and Thorax will accompany you. You will need their help to get inside the Eye of the Sun."

"Just tell me where it is." Starlight responded dismissively. "I'll simply teleport there."

"You can't." Celestia said bluntly. "The chamber is protected by a magical barrier specifically designed to use advanced defense against Regimers."

"Simply put, if you try teleporting in there, instead of Starlight, you'll become Stardust." Thorax told her jokingly. Luster Dawn actually snorted at his remark, but a stern glare from Twilight quickly silenced her.

"So how do we get in?" Starlight asked annoyed.

"The entrance is under the statue garden next to the castle in Canterlot." Celestia explained. "The three of you can move quickly without drawing attention. And Thorax knows how to deactivate the defenses of the chamber."

"Oh, great." Starlight groaned nervously. "Into the statue garden with a crazy party pony and changeling king in the middle of an invasion. What can possibly go wrong?"

"And what about the rest of us?" Rainbow Dash demanded. "We can't just sit here and wait for them to succeed!"

"We won't, Rainbow Dash." Celestia responded. "We'll plan our attack and once SkyWatch is back under our hoof, we'll mobilize. But before we leave, there is one thing I want to make clear." she then turned towards the side of the table where Twilight's supporters were sitting.

"There is no Regime anymore. Equestria is under my protection and this is my operation, so we're doing things my way. If I catch any word of any of you doing anything behind my back that I don't approve of, you will answer to me. If one of you steps out of line, believe me, I'll know. Do we understand each other?" Nopony in the room said anything as Celestia's narrowed eyes scanned over them, but from their intimidated expressions - minus Twilight's, of course - she assumed they understood. "Good. Now let's go."

Everypony left the room to carry out their tasks, with the exception of Twilight who stopped in front of a large object covered with a large white sheet in the corner of the room. She then turned to Celestia.

"Why did you keep it?" Celestia raised an eyebrow.

"Keep what?" Twilight used her magic to pull the sheet off of the object, revealing it to be the statue of the Mane 6 raised after they defeated Discord for the first time. Celestia cast a short glance at the statue, but her stoic expression remained unchanged.

"Oh. So this is where I put that." she said casually before walking past Twilight, but she couldn't fool her old student. Twilight caught the break in her tone. The break that betrayed the longing Celestia had for those old days when Twilight and her friends were still Equestria's defenders and her trustworthy subjects. Twilight cast one last glance at the statue and she allowed herself a small, soft smile. To know that Celestia still harbored those feelings was somehow... nice.


Pinkie Pie peeked out from behind the hedge to make sure the coast is clear before rolling out from behind it to hide between another one and signaled Thorax and Starlight to follow her. The unicorn simply rolled her eyes at the pink mare's antics, but tried not to pay attention to it. She and Thorax just walked on silently, trying their best to ignore the pink mare.

"How much further?" Starlight asked, not even bothering to hide the frustration in her voice.

"We're almost there." the changeling king replied, earning a groan from the unicorn.

"That's what you said half an hour ago! I don't know how much more of this I can take! I swear, if she starts humming the theme of Mission Neigh-possible, I will get violent!" As much as Thorax enjoyed Starlight's rumbling, he had to admit that Pinkie was starting to get on his nerves too. Fortunately, they were really getting closer to the secret entrance.

"Over there!" he pointed to the statue that covered the entrance when it came into sight. The three of them approached it and Thorax was about to open it, when Pinkie noticed something.

"Is it hot around here or is it just me?" she asked as she looked around, as if looking for danger. Starlight rolled her eyes.

"Don't flatter yourself."

Thorax also felt it. It was like the heat was coming from the statue. He touched the statue, but suddenly, he recoiled in pain as he let out an agonized cry. He held his right hoof in the other one to try to ease the burning feeling.

"It is hot." he whimpered.

"It will be even hotter in a minute." The three looked up to see Ember and a group of dragons emerge from behind the statue and the bushes. "Did you really think we would leave this place unprotected?" The dragon lord sneered, folding her arms. "Tempest knew about your little surveillance system and she wanted us to keep it shut down. We used our flame to seal it down. So sorry, but there's no way you're getting past us." she boasted as the dragons all got into attacking positions.

Starlight and Pinkie looked frightened as they backed away, but Thorax, despite still holding his agonizing hoof remained calm.

"Don't count the hatchlings before they hatch, Ember." he said before putting his hoof in his mouth and letting out a sharp whistle. Ember watched in surprise as half of the dragons in her group jumped to Thorax's side and revealed themselves to be changelings, ready to defend their king. The Dragon Lord was furious by this deception.

"Why you little... ATTACK!" she roared to her dragons as huge fight broke out between the two groups. Thorax's changelings did a good job at defending their injured ruler, so Pinkie and Starlight could fully focus on Ember.

Starlight tried blasting her with her magic, but the dragon kept dodging her attacks. She then used her wings to launch dust from the ground into the air, which temporarily blinded the unicorn. Taking advantage of this, Ember tackled her to the ground and was about to incinerate her with her fire breath, but she was saved by Pinkie in the last moment, who fired her party cannon at the dragon, blasting her off Starlight.

Pinkie jumped next to Starlight and offered her a hoof to help her up. Though, Starlight was hesitant, she was humbled enough to accept it.

"Thanks." she said as Pinkie pulled her on her hooves.

"No problemo." Pinkie cheered before loading her cannon again. Starlight gave the device a confused look.

"Was this with you the entire time?" Pinkie opened her mouth to answer, but didn't have the time because Ember flew up to her and carried her off into the air. Before Pinkie even had time to react, Ember threw her towards the ground, exactly where her cannon was. Starlight saw this and caught Pinkie in the air with her magic, just before she hit it.

Ember growled in frustration before diving towards Starlight, who was still holding Pinkie and didn't have time to react to the attack. Ember stomped her into the ground, but before she had any chance do serious damage, Pinkie bucked her off of the unicorn. Ember was slammed into one of the statues and didn't even have time to recover as Starlight hit her with an energy beam right in the stomach. It held her in place just long enough for Pinkie to run up to her and slam her head into the stone behind her, finally sending her down for good.

The two mares panted in exhaustion after the fight. They walked up next to each other and gave the other an approving nod.So far, the teamwork was going much better than anticipated. They ran to check on Thorax and were relieved to see that the fight between the changelings and the dragons had ended with the former's victory. Thorax's changelings have rounded up several dragons and were tying them up, while the two ponies carried the unconscious dragon lord over to them. Thorax gave her a pitying look.

"In the end, she just couldn't let go of her anger." he said sadly. Pinkie put a supporting hoof on his shoulder, but Starlight just shrugged.

"She made her choices, now she has to live with them."

"Having your changelings disgusied as her dragons was a clever move of you, Thorax. I wouldn't have expected it from a happy-go-lucky guy like you." Pinkie complimented.

"I may be optimistic, Pinkie, but I'm not naive." Thorax replied. "And I know Ember too well. I knew words weren't going to get through her head this time."

"Can we see that secret entrance now? We have a job to do here?" Starlight interrupted casually. Pinkie just gave her an angry stare, but before she could say anything, Thorax stood up.

"You're right." he replied, walking up to the statue. "Starlight, could you cool it down a bit?" The unicorn did as she was asked and used a spell to break the seal. Thorax then used the spell Celestia showed her and the statue moved back to reveal the hidden stairway.

"Ladies first." Thorax motioned for the two ponies to move on before turning to his changelings. "Take the prisoners to Celestia. Losing the dragons will be a significant blow to the First Order." he then followed the ponies down the stairway.


The three creatures were making their way through the dark tunnel that lead to The Eye of the Sun as Celestia called it. They were walking mostly in silence, but Pinkie noticed that Thorax had a troubled look on his face. Since she was never one to see someone unhappy, she had to ask about it.

"Why the long face, bug-boy?" Thorax looked down sadly.

"It's just... I'm worried about Flash and Daring. I haven't seen them since we got seperated in the Badlands. I hope they're okay."

"Don't worry." Pinkie replied in the most reassuring tone she could muster with her loud voice and hogh energy. "I'm sure we'll find them once we get to that meanie Stormy guy." Thorax smiled at Pinkie, gratefulfor the support, but to the surperise of them both, Starlight let out a chuckle.

"I wouldn't have high hopes if I were you." Thorax immedately grew concerned, while Pinkie gave the unicorn an interrogative look.

"Starlight, why you have to be a party pooper like that?" The unicorn rolled her eyes at Pinkie's innocense.

"From what Twilight told me, the Storm King is a conqueror and a collector of magic. From every land he conquers, he takes the most powerful magic and artifacts and discards the rest. And I don't think a poor pony's Shining Armor and a treasure hunter would be particularly high on the list of things he's interedted in." Pinkie gave her a dirty look.

"I would pick them over you anyday, Starlight!" sheb snarled, greatly surprising the other two. She wasn't usually so angry. Or even direct with her words. But somepony badmouthing her friends like that just brought it out of her.

Starlight turned to her and was about to respond, but suddenly, she jumped and turned her head towards something at the far end of the tunnel.

"What is it?" Thorax asked in concern. Starlight narrowed her eyes at the spot she was staring at.

"We are not alone. I can sense two other creatures in here. Tempest apparently had a backup plan in case someone makes it past the dragons." Pinkie's and Thorax's eyes widened in alarm.

"What do we do now?" Pinkie asked. Starlight turned to Thorax.

"Thorax, head back to the entrance and make sure no creature gets out of this tunnel. Me and Pinkie will deal with them." the changeling king nodded and ran back towards the exit while the two ponies entered a battle stance.

Starlight ignited her horn and looked around. She didn't see anycreature around, but she did see something fly out of the darkness, directly towards Pinkie Pie. She jumped in front of the party pony and summoned a shield to deter the object, which turned out to be a pair of bolas. The weapon hit Starlight's shield with a loud clang and slid down on it to the ground. The two ponies looked up to see the shadowy figures of two other ponies step into the light. It was Lightning Dust and Bon Bon.

"I told Tempest that you were loyal to the Princess." Lightning growled at Pinkie Pie. "She called me paranoid. But at least she listened to me when I said Celestia wouldn't give up this place without a fight." Starlight glared at the other two.

"You want a fight, Lightning? We'll be happy to provide." Lightning replied with a smirk.

"Starlight! My old comrade! You seem to be switching sides more often than I do." she taunted.

"Comrade? Hardly." Starlight scoffed. "I was never down with Twilight's little death squad she put you in charge of. That was her own operation! You were nothing more than criminals!"

"We are both considered criminals right now, Starlight." Lightning replied. "So tell me, what's the difference between you and me now?" Starlight has had enough. She stepped forward to teach this punk a lesson.

"The difference between you and me? I will still be standing in a few minutes!" She charged at the pegasus with her horn ready for a blast. Lightning flew up to evade it, but Starlight expected this and cast a barrier over her, causing Lightning to crash head on into it. Enraged by this little trick, Lightning decided to take on Starlight head on. She flew at her, greatly surprising the unicorn mare. She punched Starlight in the stomach, making her lose balance and fall over in pain, then carried her off into the air and slammed her into the ceiling of the tunnel.

Starlight started falling towards the ground, but she came to just in time before she crashed. She managed to land on her hooves and quickly spun around and fired a blast at Lightning, who didn't expect her to recover so quickly and Starlight managed to take her by surprise. The blast hit her right in the chest and sent her back, crashing her against the ceiling. Starlight noticed a large rock formation hanging over her and used her magic to bring it down on top of her. But Lightning noticed it in time and gathered all of her speed to bolt out from under it and headed straight at Starlight. She dashed through between her legs, tripping the unicorn, then charged upwards and turned around to smash Starlight into the ground. Starlight quickly summoned a barrier around herself which halted Lightning's charge.

"The Regime won't pardon traitors!"

"I do not need your respect!"

Starlight was struggling to keep up the barrier, Lightning was pushing too hard. In the end, she got an idea. With the last bit of her magic, she teleported out from under the pegasus and Lightning ended up crashing into the ground. Starlight reappeared above her and dropped down on top of her, landing with all four of her hooves slamming into Lightning, finally ending the fight.

Meanwhile, Pinkie Pie picked up the bola Bon Bon fired at her and was now twirling it as a lasso.

"Now I show you how I deal with mean party poopers like you! And then your boss is next!"

Pinkie stroke at the other earth pony with the end of the bola, but Bon Bon got out of the way before it hit her. She then fired another one at Pinkie. But Pinkie - much to Bon Bon's bewilderment - managed to snatch it from the air and was now armed with two of them. Bon Bon realized that this tactic won't get her anywhere, so she threw her weapon away and engaged the party pony hoof-on-hoof. Pinkie had the advantage with the two bolas she now held, but Bon Bon managed to wrestle one away from her and then managed to wrap in around Pinkie's legs before pulling them out from under her, making her fall on the ground.

"I don't want to do this Pinkie, but I have to fight. For Lyra's sake and mine." Normally, Pinkie would have been empathic about that, but at the moment, her home was being invaded and her friends were putting their lives at risk out there to protect it from a horrible tyrant.

"I understand." she replied on her usual, cheerful tone. "I don't want to do this either. As long as you understand that I will have to kick your flank into the next week. For my friends' sake and mine." Pinkie swung her hind legs into the air and kicked Bon Bon in the chin, knocking her down. She then ripped the bola holding her hind legs together and jumped up into the air, stomping into Bon Bon's stomach. Finally, she brought her forehooves down, smashing Bon Bon's head into the ground.

Bon Bon still wasn't done. She tried weakly reaching for her bola launcher, but Pinkie used her own pair of bolas to wrap Bon Bon up. She then dragged her off to her party cannon. She then stuffed the tied up mare into it and aimed at the defeated Lightning Dust who was lying at Starlight's hooves before firing. Bon Bon was shot straight into the pegasus, leaving both of them incapacitated at last.

Starlight and Pinkie panted heavily as they stood over their defeated opponents. They were exhausted, but they finally had time to catch their breath. Starlight looked up to see Pinkie leaning against her party cannon.

"Seriously, how do you drag that thing around everywhere?" she asked.

"Ask the writer!" Pinkie retorted, motioning towards the 'screen'. "He's the one too lazy to come up with an actual explanation." Starlight just gave her an odd look, before deciding to drop the argument and keep moving.

"Are we there yet? If Tempest stationed Lightning and Bon Bon here, then we must be close."

"Celestia gave me the exact layout of this place. It's just a few more meters. And it seems like the First Order's forces already shut down the defensive barrier. The only thing left to do is for you to take the SkyWathc system back from the Storm King." Pinkie explained as they kept walking.

Sure enough, after a few more seconds of walking, they finally reached the Eye of the Sun. Starlight stared in awe at the various magical screens on the wall, which showcased almost every major equestrian city and location. She had no idea this system was so detailed.

"This thing is bigger than I thought." she said. "It won't be easy to wrestle back control from the Storm King and lock him out of the system."

"I suggest you don't even bother trying."

The two mares jumped in surprise when they heard the voice and the screens around the walls all rearranged themselves into one huge screen in front of them. When they all finished assembling, they found themselves staring at the smugly grinning face of the Storm King.

"Ah, Starlight Glimmer! I was hoping to get a chance to meet you." he mused when he recognized the unicorn, which made Starlight back away nervously.

"You know me?" she asked. The Storm King's grin widened.

"I know more of you than you can imagine. A unicorn who managed to remove cutie marks of other ponies and mastered time magic. Your talents are exceptional. You unfulfilled potential is even greater." Starlight raised an eyebrow.

"Unfulfilled potential? What are you talking about?"

"Wouldn't you like to know? How about this? Join me and I will help you not only to understand your potential, but fulfill it completely and beyond!" The Storm King offered. Pinkie's eyes widened in horror.

"Don't listen to him, Starlight! He's just playing with you! And not the kinds of fun party games that I would come up with, but mean, evil pranks that hurt ponies!"

"I know, Pinkie." Starlight replied, then shot a glare at the Storm King. "I would never help you conquer Equestria and steal it's magic! I am no longer that pony!" The Storm Kings sighed.

"I am disappointed to hear that, but not surprised. I guess I will have to give you a little taste of what you could accomplish on my side."

The magical screen lit up and a white lightbeam was fired at Starlight, who screamed in agony. Pinkie watched in horror and confusion as the magical energy started ripping something out of Starlight. As the process went on, she started recognizing it as the outline of another pony.

"What... What is this?" Pinkie asked.

"A blast from the past." The Storm King replied as he finished his spell. When Starlight came to, there was an exact replica of her standing in front of her, with one striking difference: in the place of her cutie mark, was an equation mark.

"You!" The Starlight replica snarled. "How could you give up everything that you worked for tirelessly ever since you were a foal. You have become weak and pathetic! I will enjoy taking your place in this world at The Storm King's side!" Starlight backed away in fear. This wasn't the first time she faced a replica of herself, but this time, it was more frightening. The Starlight form the other universe was just a reminder of happier times with Twilight and her friends, but this was a reminder of the times she was so desperate to forget. Shaking her head to snap out of her stupor, she turned to Pinkie.

"Keep her off of me! I need to get into the system and kick him out." she said, motioning towards the Storm King with her head. Pinkie nodded with a firm expression. Pinkie ran to tackle the fake Starlight, while the real one ran up to the screen and cast her magic on it.

Pinkie was struggling to hold down the Starlight replica, but she blasted her off of herself with a spell. Pinkie quickly got back on her hooves and got between the real Starlight.

"I will not let you hurt my friend!" Pinkie panted, slamming her forehooves into the ground.

"Friend?" Replica Starlight scoffed. "If she made friends with the likes of you, she's become even more pathetic than I thought." The replica then grabbed Pinkie with her magic and threw her against a wall. She then started advancing on Starlight, but Pinkie came to and grabbed the bola she took from Bon Bon. She threw it around Replica Starlight's legs, which successfully halted her. Replica Starlight tried using her magic to cut the rope, but Pinkie stopped her by throwing a cupcake on her horn.

"Seriously?" Replica Starlight asked in an unamused way. Pinkie just shrugged before throwing a few more at the replica. Replica Starlight removed the cupcake stuck on her horn and used her magic to grab the ones Pinkie was throwing at her. She threw them back at her and manage to hit her in the eyes.

"Ahhh!" Pinkie yelled in agony. "How can the sugary sweetness of cupcakes, sweet, delicious, yummy cupcakes cause such pain?!" she hollered, trying to wipe her eyes clean. Replica Starlight used this time to free herself from the bola wrapped around her legs. Pinkie finished clearing her vision just in time to see and avoid magical blasts from Replica Starlight. Pinkie had no trouble avoiding her attacks, but knew that she can't hold this up for long. She needed a way to end this fight for good.

Replica Starlight got tired of this and gathered all her magic for one almighty blast that would surely knock the annoying earthy pony off her hooves. But she needed to charge up her horn for the blast and by doing this, she unwittingly gave Pinkie an opening. She rushed at Replica Starlight at full speed and crashed into her.

"No magic, no chance!"

"I've killed parasprites braver than you!"

Pinkie was slowly winning the clash, but she realized she was tiring out. "Starlight, I don't know how much longer can I hold her!"

"Keep it up just a little longer!" The real Starlight yelled to her, trying to maintain the magical connection between her and the screen. The Storm King on the screen laughed coldly.

"Don't bother! No unicorn, not even one as powerful as you can overcome the vast magic I've collected." To his surprise, Starlight's only reaction was a cocky smile.

"Not trying to overcome it. Just isolating it from SkyWatch's system. And since you so generously showed me a sample of your power when you created that replica, I have a much easier job at it." For the first time since they've met, The Storm King lost his composure and narrowed his eyes.

"What are you..." his eyes then widened as he realized his mistake. Starlight felt his power when he tore the replica out of her and now she knew what she was looking for when she had to separate SkyWathc from his connection. Before the Storm King could counter her actions in any way, it was already too late. He could feel the connection between him and SkyWatch fading.

"This... This minor victory will change nothing..." he seethed as the screen stated to fade. "Equestria and all of it's all of it's magic... will be..." He never got to finish. Starlight finally severed the connection completely and the magical screen on the wall jumped apart and returned to their original places on the wall, showing the cities and other locations they were supposed to.

Pinkie was still struggling with Replica Starlight. She only noticed that Starlight was successful when the replica faded out of existence. "Whoa!" Pinkie exclaimed as she fell forward with the object she was pushing against no longer being there. She looked around in confusion, which turned to joy when she saw the real Starlight's face greeting her with a triumphant smile. Pinkie squealed.

"Starlight! You did it!" she screamed as she pulled the unicorn into a bone crushing hug. It caught Starlight by surprise, but it felt really nice. But as much as she enjoyed it, she had to cut it short. Celestia had to be notified of this development immediately. They have won a major battle, but the war was far from over.