My Little Pony Friendship is Magic What If?: Volume 14

by SuperPinkBrony12


S6 E25: To Where and Back Again, Part 1 (What If?)

Starlight Glimmer had only been back in Ponyville for a few weeks at best, so she hadn't been expecting much. And she was quite surprised when Twilight gave her some rather exciting news. "I'm officially making that guest room your bedroom. You can decorate it however you like." She told her student.

Starlight's smile in response was so big it looked like it might fall off her face! "Oh, Twilight! You shouldn't have... but I'm glad you did!" After taking a moment to compose herself (and trying not to blush) she added. "Really, though, you didn't have to do this. I've always felt like I came out of nowhere. Like I threw you a curveball and you didn't know what to do with me."

Twilight ended up blushing. "Admittedly, at first I mostly was just trying to keep you out of the dungeon. But I really did want to help you, and I thought making you my student was the way to go about it," She somewhat nervously chuckled. "Obviously, it didn't go exactly like I had planned. But I think it's worked out for the better. Not everything in life can be planned after all."

"True, true," The unicorn admitted. "And I'm very grateful for all you've done for me, Twilight. If it wasn't for you, I don't know where I'd be right now or if I'd even still be standing. I know I haven't always been a model student, though."

"Never said you had to be," The young alicorn declared and changed the subject. "Now why don't you help Spike and I with the moving in? We very well can't lift all the boxes on our own."

"Yeah," Spike grunted as he set some heavy cardboard boxes on the floor. "We don't all have magical horns, you know."

And so, Starlight went about aiding Twilight and Spike as they carried the boxes to the unicorn's bedroom. Though as she went about doing so she questioned. "What'll happen to the guest room, then? It very well can't be a guest room if I'm staying in it."

Twilight Sparkle chuckled. "I'm sure I'll find another bedroom to convert. After all, there's lots of rooms in this castle I still haven't found a use for yet."

A short time later, the big move was complete as Twilight turned to her student and told her. "Thanks for the help, Starlight. Spike and I really appreciated it."

"Hey, it's the least I can do!" The unicorn mare eagerly declared. "You taught me that friendship is something nopony can live without. I will take that to heart."

But the young alicorn simply replied. "I may have offered guidance, but you are responsible for the pony you've become. You've come far and learned much, Starlight, and you should be proud of yourself for that."

"Please, you're gonna make me blush!" Starlight insisted as she started to look almost embarrassed with all the praise she was being showered with.

"Sorry, but either way I'm honored to call you my student and my friend, and consider you part of the family," Twilight declared. "And I know Spike feels the same way. Right, Spike?"

Spike didn't answer, the little dragon was gazing out one of the castle windows at something that had just caught his wandering eye. "Hey, what's that?" He asked and gestured a claw to the sky. In the distance, it was possible to make out the faint outline of something, though what it was was impossible to tell.

"I don't know, Spike," Twilight somewhat nervously replied. "Is it a bird?"

"Is it a parasprite?" Starlight questioned as she squinted at the object in the distance. Was it her imagination or did it seem to be rapidly closing in on the three?

"It's... it's..." The little dragon began to say, before he happened to notice something about the object: It was approaching the window at a very high speed! "Incoming!" He shouted and dove for cover, prompting Twilight and Starlight to do the same!

A few seconds later, there came the sound of a crash as something struck some of the cardboard boxes. That something soon revealed itself as a pegasus mare with a walled right eye, a grey coat, a blonde mane and tail and a cutie mark depicting bubbles. She was clad from head to hooves in a brown colored uniform that proudly displayed the logo of the Ponyville Post Office, but she didn't speak a word as she dusted herself off and produced a letter from the sack she had on her.

"Oh," Twilight commented in realization. "This is a surprise. Usually, I get letters via dragon mail."

"It is the fastest way to get mail!" Spike boasted before telling the post mare. "Uh, no offense to you. I'm sure you're still... efficient."

The mail mare continued not to say a word as she brought the letter out and held it in her mouth. But when Twilight tried to pull the letter out with her magic, the pegasus mare refused to part with it and shook her head.

It didn't take long for Starlight to realize that she was the intended recipient of the letter. "For me?" She questioned as she reluctantly accepted it. "Who could possibly be sending me a letter? I wasn't expecting any mail today," Still, she opened it and read it to herself. As she did so, her moderate persian blue eyes began to reflect a look of dread while the unicorn nearly gasped. "I don't believe it! It's... the ponies from my old village: Cutie Markless."

"What do they want?" Twilight questioned with concern. "Are they in danger?"

"Or are they still upset with you?" Spike inquired. "I don't see why they would be."

But Starlight shook her head. "No, it's nothing like that. It's something worse!" She gulped. "They've invited me to the village's annual Sunset Festival! They actually want me to come and see them! Me of all ponies!" This was not the kind of news she had wanted to hear. Starlight Glimmer had her reasons for not wanting to go back to the village she'd once ruled over.

Little did Starlight or anyone else in the room imagine that soon matters far more troubling would present themselves. Something far worse than a possible return for Starlight to a location she'd hoped never to see again.

A nervous Starlight couldn't believe it when she actually ended up going back to that village. She'd wanted nothing more than to decline the invitation outright, but something had prevented her from doing so. "Uh, hey there, everypony?" She greeted after nervously taking in a deep breath, hoping that none of them noticed. "I'm... back..."

Party Favor was the first villager to turn around and face the pony who'd once led the village. He sounded rather hostile and cold if his tone of voice was anything to go on. "Uh... Hey, Starlight. What are you doing here?"

The unicorn mare blinked in surprise, confusion and most of all concern. " I-I... I was invited. To the Sunset Festival? Remember?" She floated over the letter that had been sent to her.

Double Diamond spoke up next with a frown. "Uh, yeah, but we didn't think you'd actually show up. We thought you'd be smart enough to know the truth."

Party Favor proceeded to rip up the invitation with his hooves while he snarled and sneered. "You didn't think we really wanted you here, did you? Get a clue, we don't want you here! We're fine without you, just like we were before we swallowed your lies!"

Starlight Glimmer gasped in disbelief as all the villagers suddenly seemed to turn on her. "But... I... apologized. I thought everything was fine. I didn't even want to come back, but I couldn't turn down your invitation. I've... changed, I think." She was on the verge of tears.

None of the villagers responded to or showed any signs of awareness of Starlight's plight, they all just gathered around and started laughing at her repeatedly. Mocking her. Some of them even jeered. "Stay in Ponyville where you belong! You're not wanted here anymore! It's not your town, it's our town!"

A frantic Starlight began to feel awfully small as she put her hooves to her face and shuddered, crouching in fright and fear. "Please...! Stop...!" She cried and then shouted at the top of her lungs! "STOP!" That last line inexplicably echoed.

Suddenly, like magic, everything and everypony else faded away. The village no longer existed and neither did the villagers. But Starlight Glimmer was not alone for long. "W-what happened?" She blinked before spotting the familiar form of Princess Luna approaching her. "Princess Luna?"

The princess of the night nodded and spoke in a gentle tone. "Dreams are my domain, Starlight Glimmer. And I sensed your distress. I am here because you need me to be, that is part of my duties."

The frightened unicorn began to ease up, breathing a much needed sigh of relief. "Oh, thank goodness this is all just a bad dream. It felt so real."

Princess Luna simply went on to say. "Though it may be a dream, the feelings in it are real. Your conscience created this dream based on your fears."

Starlight's happy mood faded as she sighed in realization. "Great. So I guess I'm more afraid of going back to the village than I thought. Why do I do this to myself?" Hesitantly, she looked to the alicorn and asked. "What am I supposed to do now? I obviously have to do something to prevent this from happening again."

The alicorn with a dark blue coat smiled. "I find it helps if you talk about your worries, particularly with those you trust," Visions began to flash in her memories as she recalled. "I have been helped before by six very special ponies, including the one who you are currently a student of. And I have also been aided by my sister in learning to confront my personal demons, much as you too now have a family that you can share things with. I would strongly suggest you to talk to them, hear what they have to say."

"And then what? I just take their advice and that's it?" Starlight frowned.

"Talking to them is a good first step, Starlight," Luna reassured the troubled unicorn. "But they can't make decisions for you all the time. I can speak from experience when I say that the doubts you have are the kind that only you can truly erase," Then she smiled. "I see a lot of myself reflected in you, you know. Like you, I once trotted down a dark path and was led astray by thoughts of revenge and 'getting even'."

Starlight Glimmer quickly recalled. "Oh yeah, Twilight told me about the whole 'Nightmare Moon' thing. But that was different, you were possessed by evil, I willingly chose to become it."

Princess Luna shook her head. "It was I alone who allowed those dark thoughts to enter my mind, just as you too chose to become consumed by your own worst instincts," She quickly changed her tone as she reassured Starlight. "Still, you know how my story ends. I was given a second chance by all, including the sister I once struck at and tried to overthrow. And you too were blessed with a second chance in life. You are not who you used to be. Things do indeed get better, Starlight Glimmer. Never forget that," Then she gave a bow. "I must go now. But I sense this is not the last time we will speak."

A second later, the dream ended and the unicorn mare fluttered her eyes open as she woke up in her bed. "Luna's right," She whispered to herself. "I can't keep this to myself. That's what's always gotten me into trouble before." And she silently vowed to take the moon alicorn's advice. She would talk to those "friends" first thing next morning.


That was just what the unicorn with a grayish-purple coat and moderate persian blue eyes did when the sun rose the next morning. She informed Twilight of the previous night's events at breakfast, and the young alicorn was quick to abide by her student's request.

When all six had gathered in the throne room a short time later, the reformed unicorn wasted no time in sharing the details and letting them know why it was she had wanted to speak to them on such short notice. "That's my story, that's what happened," She informed them. "Princess Luna said I should tell you all how I was feeling. So... there it is. I'm afraid to go back to the village for the celebration."

Rarity was the first to offer feedback. "But why, darling? You went back to apologize. They accepted. Everypony has moved on more or less."

Starlight was anything but convinced. "But have they really? More importantly," She sniffled. "Have I really changed as much as everypony says I have? I've made so many mistakes, even though I'm suppose to have been 'learning' about the magic of friendship. It feels like I'm still a novice even though it's been so long."

Rainbow Dash immediately shot down the idea! "Oh come on, Starlight! Don't beat yourself up for no good reason! You're nowhere near as bad as you used to be, I mean it!"

Applejack protested! "Rainbow, you didn't have to put it like that! There are nicer ways of goin' about it!"

The rainbow maned pegasus protested back. "I'm being sincere! And quite frankly, she needs to hear it straight from the horse's mouth. She's our friend now, and we can't turn our back on a friend in need. If she needs some tough love to realize how far she's come, so be it!"

Fluttershy added. "You already went back once to apologize and make amends, and from what I heard it all went smoothly more or less," She smiled. "You really think they'd be so cruel as to send you a letter just to tell you they didn't want you? I think they're sincere, they want to hear from you. They're probably just as worried about you as we are."

"Yeah!" Pinkie Pie chimed in! "Besides, you can't not go after you got an invitation. At least, not when you don't have a good reason. They went through all the trouble of writing to you and asking you to come, you should go. Not going would probably be the worst thing you could possibly do!"

And Applejack saw fit to give her own opinion. "I think our friends are right, Starlight. You really should go. And if you're worried, just talk to 'em. Maybe they can help you in a way we can't, they seemed like nice ponies when they were helpin' us."

Then Twilight Sparkle spoke up. "You know, Starlight. Maybe it wouldn't be a bad idea if you had somepony accompany you on the journey," She smiled and blinked her eyes as she suggested. "Like say, somepony you trust who would look out for you and be there for you?"

As it turned out, the pony Starlight Glimmer ended up taking as a result of Twilight's suggestion wasn't who the alicorn had been expecting. It was Sunburst who ended up receiving the informal invitation, meeting his old friend at the train station after she'd already packed up her saddle bags in preparation for the trip. "Thanks again for agreeing to this, Sunburst," She said to the glasses wearing stallion. "Twilight said I should bring a friend, and you're one of the only ponies I consider a true friend. You're different from my other friends, our bond feels... special."

Sunburst blushed a bit. "Well, I'm honored you think that highly of me. But why me, exactly? Why not Trixie? I heard you two were pretty close."

Starlight explained. "I thought about Trixie, but I don't know how to get in touch with her. Her wagon doesn't have an address."

The unicorn stallion with an orange coat quickly regained his composure. "Oh, that makes sense, I guess," And then he gestured a hoof. "Well, come on. The train's gonna be leaving any minute now. And on the way, maybe you can tell me more about this old village."

Starlight smiled. "Sure," Then she turned to her other friends. "Well, I'd best be going. The festival lasts a whole week, but I don't know if we'll stay that long." Soon afterward, she boarded the train with Sunburst. And all on the platform stood there, waving and saying goodbye to her until the train was out of sight.


The train ride lasted shorter than the nervous unicorn mare would've liked. Sooner than she was ready, she was departing the train in a junction just a walking bridge away from the outskirts of the village now called Cutie Markless.

Sunburst's dark blue eyes soon took in the outline of the village as he and his fellow unicorn drew near to it. "So, that's it, huh? That's the town where you-"

"-Magically stole everypony's cutie marks, replaced them with equal signs and forced them all to hide their natural talents? Yes." Starlight willingly confessed and hung her head in shame.

Sunburst was surprised at the outburst and commented. "Not quite how I would've put it, but I guess your statement's true," He then noticed his friend starting to shake not unlike a jelly. "You sure you wanna go through with this? It's not too late to back out if you're not feeling up to it. You seem more nervous than you were when we first met each other again for the first time."

The mare shook her head. "I can't turn back now, not after I gave Twilight my word that I'd go! Plus, I don't think my nightmares are gonna stop until I confront this thing head on," She took a few steps towards the village while sighing in lament, listening as it seemed to carry on the wind. "I just want to... blend in. Be just another pony in the crowd enjoying the Sunset Festival with my friend. That's not too much to ask for, right?"

The glasses wearing unicorn stallion nodded his head in agreement. "I don't think so. We'll be like tourists," But the two hadn't gotten far before he stopped and whispered to Starlight Glimmer. "If things get weird for you, just let me know. I've got your back."

"What, is that a promise or something?" Starlight questioned.

"It can be. I just want you to have a good time and not worry yourself, Starlight," Sunburst replied. "That's what friends do for each other, especially close friends like us."

The reformed unicorn mare gulped even as she was somewhat reassured by the stallion's sincere tone. "Well, no time like the present, I guess. Here goes nothing." And summoning up what courage she could find on short notice, she trotted into the village proper.

Almost as if some unspoken spell had been cast that would command attention, all eyes in the village immediately turned to greet the newcomers in their midst. It took but a moment for them to recognize one of them, and Double Diamond was the first to greet. "Ah, Starlight, you came!"

"Y-yes, it's me." Starlight nervously smiled and waved in reply. She couldn't think of anything else to say.

Double Diamond then eyed the stallion standing besides Starlight. "And who is this? Is he a friend of yours?"

Sunburst now wished he'd thought to at least trim his goatee so it wasn't so noticeable, and maybe shed that cloak of his that wasn't really needed in a much more temperate location such as this. But he still found the courage to speak. "Yes. My name's Sunburst. Starlight and I were childhood friends, once upon a time. We reconnected about a year ago or so, and we've stayed in touch through letters since then."

Night Glider couldn't help but chuckle and tease. "Starlight, you didn't tell us you had a boyfriend now!"

"He's not my boyfriend!" Starlight shouted as a raging blush formed on her cheeks!

"Hey, take it easy," Night Glider insisted as she backed off. "It was just a joke, no need to get all bent out of shape."

The reformed unicorn mare's blush only deepened as she realized her rash response. "Sorry." She nervously insisted and said nothing further. This wasn't helping her anxiety.

Party Favor then sought to change the subject. "It's good you came, Starlight. We were hoping you could make it but we weren't sure if you could. Are you gonna stay for the whole week? We have different events planned for each day!"

"Oh, that's... good, I think." Starlight Glimmer commented as she tried to think of what else to say.

"What it's like living in a castle?" Sugar Belle questioned. "You're so lucky to be able to live with a princess! We're all a little jealous."

At that Starlight stepped back a bit. "You... are?"

Double Diamond chuckled. "Hard not to be. You seem to be doing pretty well for yourself since we saw you last."

The reformed unicorn nervously smiled and waved. "It's good to see all of you, too. Really."

Party Favor then spoke up. "Well, it's a good thing you showed up when you did. Since you're our honored guest, we were hoping maybe you could help us with some last issues with the festival. We don't really have a leader here, we all more or less live and work together," He then presented some banners as he explained. "We were having some debate about these banners, maybe you could help us? Just give us your honest opinion, which one do you think feels more 'sunsetty' for lack of a better term?"

Starlight bit her lip, stepping back even more. "Oh, y-you don't need my opinion, really. Just pick whichever one you think is best, Party Favor."

Double Diamond then proposed. "Well, at least will you help with the routes for the relay race tomorrow? I've still got a spare pair of skis, I just need a second opinion from somepony who's not a professional like I am."

Again, the mare hesitated as her lips started to quiver. "Really, there's no need for that, Double Diamond. I wouldn't be of much help."

Sugar Belle then suggested. "But at least you'll help with the baking competition, right? One of our judges had to back out and we're having trouble finding a replacement."

The unicorn mare with a grayish-purple coat nearly stuttered. "O-oh no, I couldn't! Really, I just wanna enjoy the festival. I don't wanna be a bother to anypony."

Night Glider simply commented. "You can't say no to assisting with the fireworks show the unicorns have planned for tomorrow, Sugar Belle and Party Favor can only do so much. Especially when Sugar Belle's busy running the baking competition and Party Favor can't really use his horn. You're pretty good with magic, no way could you have gotten rusty at that since you ran away."

It wasn't long before all the villagers were crowding around poor Starlight, who felt her eyes start to shrink as all the voices began to drowned out and be replaced by a loud buzzing noise. Everything started to blur! And her horn developed a mind of its own as she all but shrieked! "NO!" She pushed the crowd back and started trembling and shaking all over, her head felt light and her breaths began to become heavy!

Double Diamond was the first to notice the signs of distress. Neither he or the villagers had ever seen their guest in such a state before. "Starlight?" He asked in a concerned tone of voice. "Are you okay? You don't look so good."

Poor Starlight Glimmer couldn't answer as she just continued to breath heavily. She could barely see or hear anything, that's how distressed she was!

Fortunately, Sunburst (who had been nearby but just outside of the range of the spell) quickly spotted Starlight's symptoms of distress and was at her side in a moment! He threw his cloak around her and pulled her close as he helped her to slowly stand. "It's okay, Starlight!" He told her as he locked eyes with her. "You're gonna be okay!" Then he apologized to the villagers. "I'm so sorry. I think she might be coming down with something. It's best if we leave before any of you catch it." And without waiting for a reply, he ushered his severly frightened friend away.

All the villagers could do was stand there and exchange mutual glances of confusion as well as concern.


It wasn't until the two unicorns had retreated across the bridge and returned to the train station that Starlight managed to recover from her abrupt panic attack. And as the shock wore off it was replaced by a new emotion, an all too familiar one at that: Shame. "Ugh, I can't believe I did that!" She groaned anew in annoyance. "What is wrong with me?! I should be better than this!"

"I had to do something, Starlight," Sunburst apologized. "You looked like you were having a breakdown or something. Whatever it was, it wasn't natural."

But the reformed unicorn could only look at the ground in sorrow and sadness. "I thought maybe I had moved on, but I was wrong, My past still haunts me even though it shouldn't," She let out a deep breath rather slowly. "I think I know why, though. I was horrible when I led that village! I was a complete monster!"

Sunburst didn't seem to think so. "That's not true and you know it."

"You weren't there, Sunburst!" Starlight snapped, before realizing how harsh that sounded. "Sorry, sorry. That's not right of me to say. I know you're just trying to cheer me up and make me feel better. But neither you or Trixie could truly understand what I used to be like," Thousands of memories long forgotten started flashing before her very eyes as she whimpered. "Twilight and her friends are the only ones who know besides those villagers. I ruled with an iron hoof, I tolerated no dissent of any kind. And when my lies finally caught up with me, I lashed out at anyone and anything in my path. That's what drove me to seek revenge, to travel back in time."

The stallion adjusted his glasses. All he could bring himself to say was. "I didn't know it was that bad. I'm sorry."

Starlight looked up slowly. "That's why it was so hard to come back to that village. I was ready for them to still be a bit distant, to not trust me fully. It's what I deserved," She shuddered. "But for them to want to put me in charge again, even just for the festival? That's the worst thing they could've done, even worse than if they never invited me or wanted to see me again," And she declared. "With my past, I should never be in charge of anything! Whenever I've had to make big decisions, I always seem to make the wrong one."

"Why? You didn't back out of seeing me, and we ultimately opened up to each other about our pasts." Sunburst commented.

"Only because Twilight and Spike did most of the heavy lifting for me," Starlight confessed. "If it had been up to me, I would've chickened out. That's how bad I a decision maker I was and still am."

Sunburst then commented as he pulled his friend close. "If anypony knows what it's like to actually fail, it's me. I flunked out of magic school, remember? I was the one living a lie when we met even though I had no reason to do so. You helped me to learn that we can't run away from our problems or our failures. What we can do is learn from them."

"But what is there for me to learn that I shouldn't already know?" The unicorn mare with a grayish-purple coat whimpered.

The glasses wearing stallion with an orange coat and a goatee could only reply. "I can't answer that, Starlight. That's something you have to discover for yourself."

But Starlight Glimmer just hung her head in renewed shame. "Well it doesn't matter. After what happened back there, there's no way I can go back and pretend things are the same," Her face morphed into a pronounced frown. "I'm going back to Princess Twilight as a failure. I can only hope she won't be too upset with me for running away from my problems again."


Unbeknownst to either Starlight or Sunburst, Twilight wouldn't have the opportunity to learn of her student's failure. For not long after Starlight had left for Cutie Markless, an unexpected development would catch the young alicorn by surprise.

Twilight returned to her castle as soon as the train carrying Starlight had disappeared over the horizon. She knew it would be at least a day or two before she heard from her student again. That was okay, though. That gave the alicorn plenty of time to catch up on her reading, and to start working on lesson plans for Starlight when she came back.

The young alicorn was hard at work on one of these lesson plans in the castle library when a sound reached her ears. It was a very familiar sound to her, that of the castle doors being knocked on. "Who could that be?" She wondered to herself. "I wasn't expecting visitors," Then a horrible thought struck her! "Oh, I hope something didn't happen to Starlight to make her back out!"

Knowing that there was only one way to know for sure who was knocking, Twilight set down the scrolls she'd written so much information on and left the library. Lighting up her horn, she teleported to the front doors and opened them.

In trotted Starlight Glimmer, or at least it appeared to be Starlight Glimmer. "Hey... Twilight." The unicorn greeted after hesitating for some reason, almost as if she didn't recognize or remember the alicorn's name.

"Starlight?" Twilight questioned as she looked at the unicorn. "What are you doing back so soon? And where's Sunburst? Is everything alright?"

"Y-yes," Starlight stuttered in uncertainty. "Sunburst..." She paused and seemed to be thinking of something before finally saying. "Had to leave. And I did too. So we came back to Ponyville and parted ways. Sorry."

The book loving alicorn was surprised by her student's statement. "You mean, you didn't go to that festival after all?"

Starlight blinked and seemed to react with surprise to what had been asked. "What? Oh, the festival, right. Yeah, I'm afraid I did. Sorry."

Now it was Twilight's turn to hesitate. Something about the way Starlight was acting made her suspicious, but she couldn't put her hoof on why. Rather than voice these concerns aloud, however, she simply said. "That's okay. I'm sure you had a good reason for not going. It was probably asking a lot for you to go back to the place that most reminds you of your past."

The unicorn slowly nodded. "Yes, Twilight." And said nothing more.

"Well," The young alicorn offered soon afterward. "Why don't you come with me to the throne room? I want to discuss your next friendship lesson and what I was thinking you could do." And she trotted away as her student followed.

But once the two mares entered the throne room, Twilight quickly moved to shut the door behind her! Then she turned and confronted Starlight with her horn ominously sparking! "Alright. You might as well drop the act, whoever you!" She warned. "You're not really Starlight Glimmer!"

The impostor began to laugh as her entire body became coated in a sickly green glow. Soon, standing before the alicorn was a familiar looking cross between a pony and a bug. "You are correct, princess," The changeling hissed. "I merely posed as her to get close to you. And now I have you right where I want you!"

"Don't be so sure," Twilight replied as she kept her horn at the ready. "It's just you and I, bug! Whatever it is you came here for, you're gonna go home disappointed!"

The changeling only replied. "That's where you're wrong, princess. Queen Chrysalis gave me orders to bring you to her, and that's what I'm going to do," It then cackled with fiendish glee. "You were a fool to confront me on your own." And it started to sink through the floor.

The young alicorn kept watch, waiting for the changeling to strike. But she was still taken by surprise when said changeling snuck up behind her just before she swung around.

"Don't worry," The changeling told the princess as it lunged at her. "You aren't the only princess Chrysalis has set her sights on. And you can be assured, nopony is coming to rescue you!"


Starlight didn't know about what had transpired in Ponyville in her absence even as she returned to town alone. She was still thinking about her short lived trip to Cutie Markless, about the way she had reacted. She was wondering what Twilight would have to say when the alicorn inevitably learned of the reason behind her student's sudden return.

Yet as the unicorn mare wandered through town as she made her way back to the castle, she was surprised to suddenly spot a familiar looking wagon on a grassy patch nearby. "Could it be?!" She wondered aloud! With her curiosity getting the better of her, Starlight lit up her horn and teleported over to the wagon proper.

Sure enough, a small stage had been set up right in front of the wagon. And there on the stage was an instantly recognizable unicorn mare with a light blue coat. She had a pale cornflower blue mane and tail with nearly white in color stripes, the mane was curly and the tail bushy. She had grayish blue eyes and proudly wore a periwinkle hat and cape with white stars stitched all over them. Yet her cutie mark was still visible: A light blue magic wand and a crescent moon.

The performing unicorn immediately smiled upon seeing Starlight appear before her. "Well well, if it isn't the Great and Powerful Trixie's fantastic assistant and best friend: Starlight Glimmer!"

"Nice to see you again, Trixie," Starlight smiled back before questioning. "Although, why are you here? I thought you were still on that apology tour."

Trixie tipped her hat with her magic. "Even the Great and Powerful Trixie needs a break from performing every now and then. Ponyville was the closest location after her most recent show, so Trixie figured she would come here for a little rest and relaxation. It gives Trixie a chance to hone her skills and perfect new tricks."

"I sure hope you haven't been attempting The Moonshot Manticore Mouthdive." The unicorn mare with a grayish-purple coat said to the magician.

Trixie shook her head. "Of course not, Starlight. Trixie may be bold but she isn't stupid and careless. Trixie knows that she can only perform such a trick with the help of her great and powerful assistant," She was quick to offer. "Perhaps you'd like to take up that role again? Trixie wasn't planning on doing a show here, but perhaps an exception could be made on account of us being such good friends and all."

Unfortunately, Starlight Glimmer could only hang her head. "I'm not in the mood, Trixie. I'm not actually supposed to be back here," She confessed. "I'm supposed to be out in the middle of nowhere attending a festival with some ponies I used to know. But I couldn't work up the nerve. I panicked and ran away," She sighed in lament. "Now I'm trying to think of how I'm gonna explain it all to Twilight. I just hope she won't be too mad with me."

Yet it was then that Trixie declared. "Normally, Trixie would say Princess Twilight isn't the type to be mad without a reason. But today, it seems like the princess is in an unusually foul mood for some reason. She acted like she had no idea who Trixie was even though we've met before on multiple occasions."

"What?! That doesn't sound like Twilight at all!" The reformed unicorn gasped in shock! And she then declared. "I need to talk to her right away! Something's not right!"


Starlight raced right over to the castle and without any regard for formal manners or behavior she started to knock on the door as frantically as possible! "Twilight? Hello? There's something we need to discuss."

But to the unicorn's surprise, a small hatch above the door was suddenly opened as Spike's green eyes poked out through it. He briefly appeared to recognize this pony, but then he acted as if he had no idea who she was. "What's the password?" He questioned the mare.

"'Password'?" Starlight replied in confusion. She hoped she had misheard that.

Spike grumbled. "Yes, the password. Nopony gets in without it. So what's the password? Speak it or go away!"

"Spike, come on! It's me, Starlight Glimmer!" The unicorn identified herself. "I live here, remember?"

The little dragon only retorted. "Likely story, pal. Speak the password or stop wasting my time! Come on, make it quick!"

"I don't understand! Why are you doing this?! You know who I am!" Starlight insisted as she suddenly felt the doors open all by themselves. "Why are you being so-"

Fortunately, Twilight happened to be waiting on the other side of the doors in the main hallway. And she quickly shot Spike a stern, scolding glare. "-Rude? I was just about to ask that myself. I think a certain dragon didn't get his nap today."

"Whatever. My job's done." Spike grumbled and stormed off without another word.

Twilight then apologized. "Sorry about that. He's been acting a little off. Don't know what's gotten into him."

The unicorn could only comment. "Well, he's not the only one acting strange. I heard from Trixie that you apparently didn't recognize her even though you've met before."

"We have?" The alicorn seemed to reply in a tone of voice that indicated confusion. But she quickly corrected herself. "I mean, of course we have. Trixie's probably lying," And she changed the subject. "Enough about me, though. How are you?"

"Not great, actually," Starlight reluctantly confessed. "You're probably wondering why I'm back from the village so early. It hasn't even been a day."

Twilight just commented. "I didn't want to bring it up. But I guess it didn't go well?"

"Yes," Starlight glumly confessed. "The ponies there they kept asking me things, and they wanted me to be in charge again. But being a leader is the last thing I should ever be. So we left, Sunburst and I, together," Then she apologized. "Sorry, I'm guess not a very good student after all."

However, the alicorn just replied to Starlight. "Well, you should definitely not go back to that village anytime soon. In fact, if I were you, I wouldn't go back there ever again."

"What?" The unicorn mare questioned in disbelief. Surely, she had misheard.

But Twilight Sparkle's response left no doubts in her student's mind as she explained. "If you were worried about what they thought of you before, it's probably way worse now. I'd cut my losses. Besides, it's not like you wanted to go back to that village," She then rather suspiciously inquired. "Or do you?"

Starlight gulped as she was abruptly put on the spot. "W-well, not really, but..."

Twilight smiled and made her wings puff out while she pointed to her chest. "Trust me. I'm the Princess of Friendship. And I say you don't need those ponies. You can always make more friends. And as your teacher, what I say goes," Then she declared. "Now, if you'll excuse me, I've got important business to attend to! So don't bother me!" And she trotted off to the throne room and shut the door tight.

All Starlight Glimmer could do was just stand there and murmur to herself. "'Cut my losses'? That can't be right. Twilight would never say that."


That night, the unicorn suddenly found herself back in Cutie Markless even though she couldn't remember having journeyed there again. Still, she decided to make the most of this opportunity as she saw some of the villagers trotting to and fro in front of her. "Hey, I wanted to apologize for my behavior earlier," She declared only to be ignored, the villagers passed by without even acknowledging her presence. "Hello? Can anypony hear me? Is anypony out there?"

Then, without warning, the rather angry sounding voice of Twilight Sparkle split the silence. "I thought I told you you could never speak to them again!" And sure enough, she appeared before Starlight in all her indignant glory.

"What?! How did you get here?! Who told you I was coming here?!" Starlight questioned as she began to back up.

"That doesn't matter! I'm here to make sure you do what I say!" Twilight angrily demanded. "And didn't I tell you specifically not to come back here ever?!"

Starlight became frantic as the angry alicorn approached her. "You're not acting like yourself, Twilight. This doesn't seem right," And then her next line took on an echo! "Something is wrong!" Just like that, everything was dispelled into a misty darkness (except of course for Starlight herself), and a wind began to blow. She quickly realized what this meant. "A dream? But what does this mean?"

Mere seconds after speaking that question, the unicorn heard a familiar voice whispering to her. "Starlight Glimmer?"

The unicorn looked up to the sky, and gasped when she saw none other than the princess of the night materialize within the moon! "Oh, thank goodness I have a chance to speak with you."

"Why? What's going on?" Starlight questioned. "This is all a dream, isn't it?"

"Yes, but in the waking world there is trouble," Princess Luna explained. "Changelings have attacked the Crystal Empire. We thought we had them contained, but it seems they were just a distraction. Somehow, another group slipped through while we were busy. And apparently, there was an attack on Ponyville as well."

Starlight gasped! "Oh no! Twilight!" No wonder her mentor had been acting so strangely, it wasn't really Twilight Sparkle at all.

Princess Luna then cautioned. "Be mindful of who you trust, Starlight. My sister and I are too busy dealing with the attack on the empire to handle the other threats. You must find out what the changelings have done with Twilight and where they've taken her!" Then she turned. "I must go, my help is needed on the battlefield!" And without saying another word the alicorn disappeared as mysteriously and suddenly as she had arrived.

Soon afterward, a frantic Starlight Glimmer awoke in her bed! "What am I gonna do?!" She exclaimed to herself as she shook with fright!

At that very moment, the bedroom door swung open and Starlight dove for cover (literally, under the coversheets of her bed)!

"Starlight?" A familiar voice whispered. "It's alright, I know everything. I'm the one who reached out to Princess Luna. She's my dragonsitter, remember?"

The unicorn reluctantly surfaced from the sheets, breathing a small sigh of relief when she locked eyes with Spike. "So it is you!" She happily commented. "Then what was all that earlier? Were you trying to warn me?"

"I was just trying to keep you away from harm," The little dragon explained. "Twilight hasn't been herself since shortly after you left," He whimpered a bit. "I'm worried about her. The changelings took her, I'm sure of it!" He looked back to the hallway from the door. "You have to get out of here and get help! I won't be able to keep the impostor in the dark for long!"

Starlight questioned. "What about you, Spike? I can't just leave you here!"

Spike nervously insisted. "I'll be fine on my own! I'll meet up with you later if I can! But please, for your own sake, get out of here!"

"A-alright," The unicorn mare declared while lighting up her horn. "But I'll come back for you if I can!" And then, in a poof of magic, she was gone!


Starlight teleported out of the castle and headed for the closest location she could spot: Trixie's wagon. She immediately knocked on its back door (and only door at that). "Trixie? Trixie, it's Starlight! Are you awake?" She frantically whispered.

From the other side of the door, Trixie could be heard muttering in her sleep. "Of course, Princess Celestia... I'd love to perform for peanut butter crackers..."

Starlight Glimmer frowned and knocked harder on the door. "Come on, Trixie! Wake up! It's urgent!"

That prompted a reaction as Trixie could be heard stumbling around, knocking over some of her magic supplies which included smoke bombs. The magician sleepily poked her head out of the wagon's window and started coughing, choking on the smoke as her eyes watered. Once she had recovered, she yawned and asked. "Starlight? What time is it? Can't it wait 'til morning?"

Starlight shook her head at her fellow unicorn. "No, Trixie! I just found out what's wrong with Twilight! She's not herself!"

Trixie huffed. "Obviously. You think Trixie didn't already know that?"

But the reformed unicorn protested. "That's not the point, the point is she's been replaced by an impostor: A changeling!" Then she hesitated. "Wait, how do I know it's really you, Trixie?"

"What? What are you talking about, Starlight?" Trixie grumpily (and still quite sleepily) argued. "Of course it's Trixie! Trixie's always been who she is, the Great and Powerful Trixie! Don't you remember our first meeting, at the Ponyville spa?"

Only then did Starlight Glimmer breath a much needed sigh of relief. "Oh, good. It is you!" And she explained! "Changelings attacked the Crystal Empire, apparently to distract from their real objective: Kidnapping Twilight!"

The magician gasped! "What?!" She suddenly exclaimed! "We've gotta do something!"

Just then, the two unicorns saw what looked like a sickly green glow coming from inside the castle nearby. Without saying a word, Starlight grabbed hold of Trixie and the two teleported into the castle interior. Once inside, they followed the sickly green glow to its source: The throne room via an opened door.

Peaking inside, the unicorns saw a sight that made them shudder! Appearing in the center of a sickly green circle conjured up by black bug like orbs, was a rather tall looking changeling with dull green hair and sickly green eyes. Her entire body was the same black as the orbs and she sported a jagged horn that had several holes in it.

Starlight recognized this changeling in a heartbeat, having encountered her before (albeit in a different timeline). "Queen Chrysalis!" She exclaimed in a tone just above a whisper (so as to make sure she wasn't overheard and discovered).

Meanwhile, Queen Chrysalis was frowning at the impostor Twilight as she bitterly remarked. "I can't take you seriously when you wear that hideous disguise. You can drop it, there's no need to hide anymore."

"Yes, your majesty." The impostor Twilight declared as it reverted back into a changeling in the blink of an eye.

Queen Chrysalis smiled. "That's better," And she then inquired in that echoy voice of hers. "Were you followed? You better not have been for your sake!"

The changeling grinned and hissed. "Of course not, your excellency. That puny princess had no idea until it was too late. She put up a good fight, but she was no match for me," Then it declared. "Everything is going according to your perfect plan. I've already taken control of this castle and no one suspects a thing. I'll lure the princesses' friends into a trap and replace them and their little dragon too!"

"Excellent!" The queen happily chortled with fiendish glee. "And I just received word about our little 'distraction' in the Crystal Empire. Just as I predicted, those ponies took the bait. We weren't able to capture that traitorous Thorax, but we managed to capture something even better: The newest alicorn princess and the heir to the crystal throne. She'll make a fine bargaining chip."

"Indeed she will, my queen." The changeling grinned.

Chrysalis' smile grew brighter. "Yes. This time, there will be no mistakes! With that baby alicorn in my possession, the ponies will have no choice but to surrender to me! Then we'll subjugate all of Equestria, city by city and town by town! After all, why control only one city when I can control an entire nation?" And then she laughed long and loud, prompting the changeling with whom she'd been conversing to do the same!

Having heard everything, Trixie was overwhelmed with fright as she began to pant nervously over and over again! Starlight only just thought to teleport her and her friend out before they would've been discovered!


Once back outside the castle and safely away from the changeling, Trixie's pants grew heavier as she began to realize the situation she'd found herself caught up in! "I can't deal with this! I'm just a performer! This is... This is princess-level stuff!"

"I know this looks bad, Trixie," Starlight commented as she tried to reassure her frightened friend. "The other princesses won't be coming to save us, and Twilight's friends won't be of much help even if we can subdue that changeling. We need to find out where they've taken Twilight and Flurry Heart. Maybe we can rescue them before it's too late."

Just then, the sound of something tumbling off a balcony could be heard. And then, who should appear before the two unicorns but Spike? "Don't bother. There's only one place they'd take prisoners: Back to the changeling hive, wherever that is," He then whimpered as he looked up to Starlight. "Please, we have to save them! Twilight's my mom, I can't let anything bad happen to her! And the same goes for Flurry Heart."

The reformed unicorn reluctantly declared. "Well, maybe we can still get some help from the Crystal Empire. Thorax wasn't captured, maybe he'll be able to convince the other princesses to mount a rescue operation."

But then a voice that only Starlight and Spike recognized commented. "There won't be any help coming from the Crystal Empire. They're too busy fending off the army Chrysalis sent to be a distraction." And then, from the bushes emerged Thorax. Except the changeling looked a bit different given his new glossy wings. Accompanying him was Sunburst.

Trixie took one look at Thorax and began to scream hysterically, prompting Starlight Glimmer to encase the frightened magician within a magic bubble of silence. She then turned to confront the changeling. "Thorax? Is that really you? Your wings look... different."

Thorax looked back to his wings. "I suppose they do."

"Wait a minute!" Starlight protested. "How do I know you're not secretly another changeling sent here to trick us? What's something only the real Thorax would know?"

Thorax quickly got an idea. "You were there when Spike defended me to the ponies of the Crystal Empire. Remember? Princess Twilight even said:" He proceeded to morph into a perfect imitation of the alicorn princess and began to repeat what she had said on that fateful day. "As the Princess of Friendship, I try to set an example for everypony to follow. But today, it seems that I'm the one who was taught a lesson."

That was enough to satisfy the concerned unicorn mare as she interrupted. "Okay, okay. I've heard enough. I believe you. We don't need the whole speech."

Thorax dropped his imitation mere seconds later and gestured to Sunburst. "I can vouch for him. He was the pony who helped me to safety when we realized the changelings were looking for me."

Sunburst looked down at the ground. "When they couldn't find Thorax, the small band of changelings in the empire slipped in and foalnapped Flurry Heart."

"It's all my fault!" Thorax whimpered and began to cry. "If it wasn't for me, she'd never have been put in danger!"

"No, if anypony's to blame it's me for not making sure she was in safe hooves," Sunburst declared. "As her crystaller and designated caretaker, I'm supposed to be there for her when her parents are not. But we were all caught off guard by the attack. We thought the army that was spotted on the outskirts was the real deal, but it was just to keep us occupied while scouts slipped in undetected!"

Thorax added. "We came here hoping to get help," Then he glumly declared. "But it seems it's too late for that. Princess Twilight's already been taken too."

Meanwhile, Trixie managed to dispel the magic bubble of silence she'd been held in as she questioned. "So, is somepony gonna fill Trixie in here? How can we trust Thorax if he's a changeling?"

"He's not like the others!" Spike protested. "He's nice and he's on our side," Then he asked Thorax. "How are we supposed to get to the changeling hive? That's where they'd take prisoners, isn't it?"

"Prisoners like Princess Twilight or Flurry Heart, definitely," Thorax agreed. "But even if we get there, we'll need a plan. What should we do?"

"Yeah, Starlight," Sunburst questioned as he looked over the small group that had assembled. "What are we gonna do?"

Nervously, Starlight Glimmer answered. "I... I don't know! Everypony with powerful magic has either been taken or is too busy to help."


"Well, I guess it's a good thing I'm not a pony, then," A familiar wacky voice declared in what sounded like a rather upset tone. "It's funny how whenever ponies talk about powerful magic, they always seem to leave me out of it for some reason. If I weren't reformed, I might just decide to take it personally." The voice's owner soon revealed itself in the form of an instantly recognizable draconequus.

"Discord!" Starlight and Spike exclaimed as they immediately realized who the draconequus was.

Discord smiled as he revealed himself, perched atop Trixie's wagon and knitting something. "Yes, it's me. The one and only," He then looked towards the others and declared. "Well now, isn't this quite the cast of colorful characters?" He proceeded to question. "Where are Twilight and the others? Are they too busy?"

Not willing to take chances, Starlight declared to the draconequus. "How do we know that you're really you?"

The chaos maker didn't say a word in reply as he snapped his talons, quickly turning the ground into slippery soap and turning Trixie's wagon into a pumpkin, right before a coocoo like the one seen in a clock popped out of it. Then he briefly inverted gravity for the fun of it. "Shall I go on?" He asked in a bored tone of voice.

"No, that's quite enough. You've proven your case," Starlight Glimmer insisted, then waited for Discord to turn everything back to normal before explaining. "Twilight and Flurry Heart have been captured by changelings, changelings serving the evil Queen Chrysalis."

"Oh, you mean Queen Cheeslegs?" Discord taunted before yawning. "Well, I'd like to help. But I don't see why I should, no one's ever done anything for me. The last time I tried to be helpful it... didn't go so well."

The reformed unicorn smirked. "What would Fluttershy say if she found out you weren't helping your friends?"

Discord's eyes narrowed! "Don't you dare mention this to Fluttershy!" Reluctantly, he agreed. "Oh, alright, I suppose I do have to do my part. What is it you want?"

"With your help, we might be able to mount a rescue operation!" Starlight explained. "So take us to the hive of the changelings and we'll-"

But the chaos maker didn't wait for Starlight to finish her sentence. He instead snapped his talons and teleported himself, her and the entire group of "characters" with her. They soon reappeared at the edge of a forest as Discord began looking under a rock. "That's weird," He said as his eyes scanned all around. "I meant to take us directly to the kidnapped princesses. But there doesn't seem to be a sign of them anywhere."

Trixie then whimpered as she gestured a hoof. "I think I have a pretty good idea where they might be..."

All eyes turned to an ugly looking castle off in the far distance. It seemed to be riddled with holes and loosely made to resemble an insect's cocoon.

Thorax shook and shuddered with fright. He knew the place all too well. "Oh, I'd hoped never to have to see that place again. Now what?" And that question left the hopeful rescuers in an uncertain predicament. Could they really rescue two kidnapped alicorns all on their own?