My Little Pony Friendship is Magic What If?: Volume 16

by SuperPinkBrony12


S3 E5: Magic Duel (What If?) - Redo

It was a dark and rainy night in Canterlot, the capital city of Equestria. The kind of night where nopony would be out and about if they could help it, they'd rather stay indoors.

That just made it all the more fitting for a mysterious figure wearing a cloak. They had specifically arranged to pick up a very special artifact from a shop that operated solely by night, hidden in one of the many back alleys of Canterlot where it was possible to avoid detection.

The cloaked figure was now waiting impatiently for the artifact to arrive. They'd already gone to great lengths to set up this night time rendezvous, and had even brought the bits necessary to "persuade" the merchant to part with the artifact. So what was taking said merchant so long to show up?

At last, just as the cloaked figure had resigned themselves to the possibility that they were being tricked, and that they were not going to get the artifact, a unicorn stallion appeared in the distance. The stallion had a pale grayish coat, amber eyes, and a dull purple mane and tail styled so that the mane had a single lock sticking out, and the tail looked like it had been cut short. His amber eyes were hidden behind a pair of round, purple colored glasses, and he wore a brown cloak, a red and yellow beany hat and a red scarf. He was the merchant the cloaked figured had arranged to meet.

The unicorn stallion slowly but surely approached the cloaked figure, pantly heavily and looking all around to make sure he hadn't been followed. It was clear just by looking into his eyes that he was greatly conflicted about what he was doing. But as they said in business: The customer is always right.

The cloaked figure spoke not a word as they eyed the unicorn merchant and stomped a hoof down.

"I'm... terribly sorry," The stallion sincerely apologized as he tried to catch his breath. "It was not easy to smuggle this artifact out on such short notice," He then cleared his throat. "I take it you have my payment ready? After all, I can't part with something like this for nothing."

The cloaked figure plopped down a huge sack of bits and motioned to their hooves, clearly expressing their interest in what the unicorn merchant had yet to reveal.

Eyeing the sack of bits carefully, the stallion slowly lifted up his robe to reveal a small glass display stand. Inside of said stand was an amulet, a most unusual one at that. It had a blood red jewel in the center of it, and a black winged and horned pony was displayed on the outside to either side. "This is what you asked for, right? The Alicorn Amulet? It's only fair to warn you, they say this artifact is too dangerous. It bestows great power upon its user, but at a terrible price."

If the cloaked figure was at all intimidated by what they'd been told, they didn't show it outwardly as they flashed a toothy smile and took possession of the amulet via their hooves. Soon, they had removed the amulet from its display case and fitted it around their neck.

As for the unicorn stallion, he simply said with a wink. "Don't worry, my lips are sealed. After all, it's not my concern what you do with that amulet. You paid for it, so it's your responsibility now. If you tell anypony about this meeting, I'll deny it."

The cloaked figure simply turned around and ran off, satisifed that the Alicorn Amulet was now theirs. "Finally!" The figure thought to itself! "Now I'll show them all! Show them all what real magic is like! Then they will see that they were wrong to doubt me!" Already, they had a destination in mind and a plan forming in their head. They didn't seem to know or care that the amulet hanging from their neck was glowing an ominous shade of red. If they did, perhaps they would've given more thought to what was about to happen.

Twilight had no way of knowing what had unfolded in Canterlot. She was too busy worrying about other things, namely her advanced magical studies with Princess Celestia. As such, she had come to the outskirts of Ponyville, not far from Fluttershy's cottage, so as to be able to practice in quiet. She had good reason to want to practice, given what the princess had informed her of just the other day.

Fluttershy and Spike were the only ones besides Twilight who were around to witness what was unfolding. They watched with quiet interest as Twilight lit up her horn, and used her magic to lift water out of a small pond nearby. Before their very eyes, they saw the unicorn turn the water into a sideways figure eight that looped around repeatedly. All the while, Twilight could be seen straining on occasion, even as her concentration did not break.

At last, however, Twilight's horn ceased to glow. The water fell back into the pond.

Fluttershy and Spike clapped and cheered, applauding the magnificent display they had seen. And Spike was soon at Twilight's side, speaking to her and positively encouraging her. "You're getting better and better all the time, Twilight. Your magic has increased tremendously since you came to Ponyville! I think you could even give Starswirl the Bearded a run for his money, if he were here now."

Twilight nodded and smiled. "Thanks, Spike," But her happy and carefree attitude faded as she took on a nervous expression and asked. "But do you think it'll be enough to impress Princess Celestia? She told me specifically she'll be bringing delegates from Saddle Arabia with her when she comes to Ponyville tonight. I know she said it was purely for diplomatic relations, but part of me wonders if it's a secret test. Or even just a progress report to make sure I'm not slacking off on my studies."

Spike was quick to shut any such suggestions down. "If it is a test, I know it's one you'll pass with flying colors, just like your last one! And I'm not just saying that as a compliment, I'm saying that as someone who's been by your side almost from day one. I'm sure you'll do just fine."

Fluttershy nodded in agreement. "Spike is right, Twilight. After all, you've been practicing your magic for days. You've really come a long way since you came to Ponyville almost two years ago. And not just in magic either."

"Guess you're right," The studious unicorn slowly sighed at last. "Assuming Princess Celestia does indeed plan to see how far I've come, I should be able to impress her pretty easily," And then she added. "At least it'll be nice to see her without some big crisis going on. It always seems like something comes up everytime we do meet."

At that moment, who should come literally flying in from out of nowhere but Rainbow Dash?! She immediately tackled Twilight, knocking the unicorn to the ground as her eyes indicated she was in a state of near panic! "Twilight, come quick! We need your help! It's an emergency!" She frantically declared!

"What are you talking about? What's going on?" Twilight all but demanded of her pegasus friend.

Rainbow Dash was already standing up, ready to take off with a flap of her wings! "No time to explain! We've gotta get to town square, stat!" And then she flew away as quickly and as suddenly as she had arrived!

Twilight reluctantly followed, all the while wondering what this "emergency" that Rainbow was talking about could be.


By the time Twilight had made it to the center of town and in front of the town hall, it seemed that something or someone was already causing a panic!

Rarity seemed to be utterly horrified and terrified, even despite her typical tendency for dramatic behavior! "Stop! Leave me alone, please!" The fashionista desperately pleaded, only for her plea to be ignored as she was suddenly struck by a blood red beam of energy! There came a puff of smoke, and when it had faded the unicorn with a snow white coat found herself clad in the most ugly and unappealing dress in hideous, clashing shades of brown and green. "You monster!" She shouted, apparently focusing her attention on somone! ""This shade of brown should only be used for accents! How could you do this to me?!"

Applejack and Pinkie Pie came rushing forward at that very moment, and it was a good thing they did since Rarity fainted from apparent shock and dismay. They carried her off as Pinkie Pie instructed to Applejack! "Come on, let's her get into a nice, soothing pink. And maybe get her fainting couch as well."

Twilight pushed her way through a gathered crowd of ponies, including a completely shellshocked Mayor Mare. She could see some kind of figure, though who it was was impossible to determine given that they had a dark black cloak that obscured their entire body. "What's going on here?!" She demanded, hoping somepony would have an answer.

Indeed, somepony did. At that very moment, a familiar voice called out from behind the cloak. "Well, well, well. If isn't Twilight Sparkle, my old nemesis." The last line was delivered with an unusually strong sense of venom and malice, but there was no mistaking to whom the voice belonged. Sure enough, a light blue colored hoof pulled back the cloak, and a familiar face poked its way up from it. It was a unicorn mare with an even lighter two tone blue mane and tail. However, her eyes were red instead of dark violet like they had been last time.

More concerning and noticeable, however, was a strange red necklace the unicorn appeared to wearing around her neck. And it seemed she had ditched her periwinkle colored hat and matching cape.

Twilight immediately recognized the unicorn and gasped as she took a step back! "Trixie?! How... unexpected! But you look different, somehow. What's with that necklace, and where's your hat and cape?!"

Trixie stomped a hoof down and growled. "Trixie has undergo some changes, changes that don't concern the likes of you, Twilight Sparkle! All you need to know, is that Trixie has come back to Ponyville like she said she would. And for one reason only: To settle the score, to get revenge!"

The studious unicorn blinked. That statement took her by surprise. "'Revenge?' What do you mean by that, Trixie?! What happened last time was an honest misunderstanding, you know that!"

"Oh, that's just what you want to think," Trixie coldly hissed, a marked contrast from the behavior she had shown last time she'd been in Ponyville. "Obviously, you don't know what became of Trixie after she left! Perhaps Trixie should enlighten you!" She used her horn to conjur up a screen displayed in a blood red glow. The screen showed pictures of Trixie going from town to town, place to place. And everywhere she went, she wasn't just heckled: She was mocked, jeered and laughed at to her face. Her wagon was defiled with crude and rude grafitti, and looked like it was all but falling apart.

As the images flashed by, Trixie explained in a bitter tone of voice. "You ruined The Great and Powerful Trixie, Twilight Sparkle! RUINED! Thanks to you, Trixie became the biggest laughing stock in all of Equestria, everywhere I went it was the same. Ponies all looked down on me, treated me like common trash! All because of that Ursa Minor incident, all because you exposed Trixie as second best, or should I say second rate?!"

"Trixie, I'm sorry! I didn't mean to make you look bad!" Twilight protested to the best of her ability. "We're not enemies! Whatever happened to you after you left Ponyville, that doesn't give you the right to take it out on my friends or myself!"

"Shut up! Trixie doesn't care!" Trixie groaned as she put her hooves to the sides of her head, visibly straining for a moment for reasons unknown. But the moment passed and her expression only grew more hateful and resentful as the images now showed her to be working out in a field somewhere, picking away at a rock. All the while an amber coated earth pony stallion was instructing her. "I even had to take a job on a rock farm just to make a living! A rock farm! That's how low Trixie had to stoop thanks to you!"

At that, Pinkie Pie spoke up in protest! "Hey, you're lucky a rock farm would take the likes of you! You can't talk about my family that way! Nopony can!"

"I've heard enough out of you, loud mouth!" Trixie snapped, and used her magic to quite literally remove Pinkie Pie's mouth and lips. She subsequently dragged it over to a magical symbol of a trash can, and then poofed it away. That reduced Pinkie Pie to tears, but she couldn't make any sounds other than strange grunts and cries.

Seeing such a harsh reaction from Trixie caused Twilight to narrow her own eyes as she told her fellow unicorn. "Trixie, that's enough! You give Pinkie her mouth back right now! I'm warning you!"

Trixie only roared back! "If you want Trixie to stop, you'll have to defeat her first! And that won't be possible!"

"You want a magic duel?! Here?! Now?!" Twilight protested! "Trixie, do you really think this will end well for you? It won't!" And then she added. "I don't wanna fight you! I don't want any problems! Just go away, before you destroy your reputation!"

The bitter ex-magician simply replied. "Well if you don't wanna play, Twilight Sparkle, that's fine. After all, the loser of the magic duel must leave Ponyville, forever! And never come back!"

Again, Twilight pleaded. "Trixie, please! There's no reason for us to fight! Why should we have to prove anything?"

Trixie only coldly laughed. "If you can't think of a reason for us to fight, Trixie shall give you one! Trixie knows what buttons she has to press." Then she used her magic to pick up Spike and pull him towards her.

Spike squirmed as she tried in vain to fight against the pull. "H-hey, put me down!" He demanded as his eyes flashed with horror! But within seconds, he was turned into a ball and bounced around by Trixie's magic!

"Trixie, you leave Spike out of this! He's my son! He never did anything to you!" Twilight insisted! "If you harm one scale on his head, I'll never forgive you!"

"Oh, so he's your son now, is he?" Trixie asked, sounding a tiny bit surprised by what she had heard. "Well, if hurting him is the only way to get to you, then Trixie will do what she must. If you don't want to play my game, that's fine. I'll just spend my time here in Ponyville getting my revenge on everypony else. I can't wait to watch them all beg for mercy!"

The studious unicorn found herself gasping when she heard such a statement! Trixie had never shown this kind of cruetly before! What had changed?! Had the time on the road since the Ursa Minor incident really caused the magician to become so hardened and bitter?

Looking around, Twilight's eyes took in the sights of all that Trixie had already done in the short amount of time she had been in town. She showed no signs of stopping, and the cruelty she was inflicting unto others was becoming more and more noticeable by the second.

So it was that Twilight made what she thought was the only right decision to make in these circumstances. Much as she might be loathe to wage any sort of duel or contest against another, and much as she might be put off by Trixie's change of personality, she hadn't gotten to where she was by sitting on the sidelines when others were being hurt! Trixie had to be stopped one way or another, and Twilight was thoroughly convinced she was that pony! "Alright, Trixie! If you really want a magic duel so bad, you can have one!" She told the ex-magician.

"Splendid!" Trixie cackled with fiendish glee! "Prepare to do battle, and prepare to lose!"

But Twilight threw up a hoof and objected. "Not so fast, Trixie! First, you have to undo everything you've done to my friends, Spike included. And you leave them out of any further actions you take. It's me you want, not them! Don't drag my friends into this!"

The ex-magician humphed, but reluctantly obeyed. "Very well, if you insist. Just make sure none of your 'friends'," She coldly hissed. "Try to interfere in our duel. Anyone who does is gonna be sorry!" Then she lit up her horn, quickly undoing all of her previous acts of cruelty.

Pinkie Pie, for her part, was greatly relieved to have her mouth again! "Ah, much better!" She sighed in relief, before glaring at Trixie! "But you still owe me an apology for insulting my family's rock farm!"

Trixie just snapped back at Pinkie! "Zip it, loud mouth! Don't make Trixie regret her act of kindness. If you do, so help the Great and Powerful Trixie, she will sew that big mouth of yours shut!" That was enough to make the usually chatty Pinkie Pie clam up.


So it was that the stage was now set for an impromptu magic duel between two unicorns who had displayed magical power the likes of which nopony could truly match.

Twilight and Trixie stood in the center of town as ponies hastily backed up and made space, none wanting to get near the two unicorns. All the while, Twilight and Trixie glared at one another and seemed to be trying to size one another up. The tension was so thick one could cut it with a knife.

"Okay, Trixie," Twilight insisted at last. "Let's duel!" In the back of her mind she was thinking. "I don't know what's gotten into Trixie, and I don't want to hurt her. I've got to find a way to get her to see reason before Princess Celestia shows up."

Trixie, meanwhile, simply stated. "Very well, let's do this!" And she quickly explained. "You know about magic duels, Twilight Sparkle. The only rule is that anything goes! Whoever can cast a spell that the other can't best is the winner. And remember, whoever loses must leave Ponyville FOREVER!"

Twilight Sparkle nodded. "Fine with me, Trixie. Let's see what you've got!"

Trixie only laughed as she made the first move. "Very well. Just be prepared to admit to your own foolishness!" She proceeded to envelope a nearby cart in her magic, and effortlessly hurled it through the air! Desperate ponies screamed and ran, hoping to get away from the cart before it crashed to the ground! But in the panic, one pony stumbled and soon found the shadow of the cart enveloping them! Terrified, the pony let out a scream!

Acting fast, Twilight lit up her horn and caught the cart in mid air! Then she carefully set it and its contents down on the ground, watching as the frightened pony ran away. This apparent disregard for life made Twilight uncomfortable. She couldn't help but think. "This isn't like Trixie at all. She'd never intentionally endanger other ponies! Something's off about her, something's got to be influencing her somehow! But what?!"

Well, those were thoughts Twilight didn't have much time to dwell upon. Her best hope was to try to overwhelm Trixie with spells fast, and bring this magic duel to a close as quicky as possible! She shot off a powerful beam from her horn, enveloping Trixie and striking her straight in the face. The magic made Twilight's opponent grow a truly massive beard!

Ponies watching the duel laughed themselves silly at such a sight, watching as the beard began to drag Trixie down due to its immense weight. But the laughter was short lived as Trixie used her magic to conjure up scissors and even a large shaver, which went right to work on trimming away the massive beard until it was just a pile of black hairs scattered on the ground. And she responded by using her magic to conjure up some pies, hurling them at Twilight Sparkle with precision!

Thinking fast, Twilight countered by summoning a blue colored parasprite. It gobbled up the pies in the blink of an eye! Then Twilight teleported it away before it had the chance to produce a second parasprite (and thus start multiplying out of control). After that, she used her magic to pull several dark gray clouds and make them unload their contents onto Trixie. In this case, the clouds were full of snow that came down and buried the magician!

Trixie was quick to summon up an artificial sun with her magic to melt the snow, then fired off another beam from her horn. A beam that Twilight countered with her own. The two beams clashed for a moment, pushing back and forth against one another without really conceeding any ground. Eventually, the beams faded as neither unicorn could maintain the strain it was taking on their bodies.


Both Twilight and Trixie were starting to pant and sweat, showing clear signs of exhaustion. They seemed to be evenly matched, much to the surprise of everypony.

"You're a lot stronger than I expected," Twilight told Trixie after she had taken time to catch her breath. "Just how did you become so powerful, Trixie?"

"Hah, as if the Great and Powerful Trixie would ever tell the likes of you!" Trixie coldly snorted in reply. "So you've countered Trixie's every move up to this point. So what? You still haven't seen my best tricks yet! And you'd best believe Trixie has many tricks up her sleeve!" Then she turned her eyes to two very familiar unicorn colts, one a sort of cyan blue and the other a bright orange. She snapped at them and commanded. "Snips! Snails! The Great and Powerful Trixie requests your presence, now!"

Hesitant though they were to obey any command from the magician, the two colts neverthless nervously made their way forward. "W-what do you want from us, Trixie?" They asked as they gulped at the same time.

Trixie didn't answer right away, she just used her magic to pick up the two unicorn colts and surround them with several beams of blood red colored magic. "Don't worry. If you two dunderheads hold still, this won't hurt a bit." She lifted them into the air and enveloped them in a magic bubble. There was a great big flash! And then suddenly, poof! Snips and Snails were transformed! Snips had been turned into a baby foal, while Snails had become almost as old as Granny Smith: He even had a white beard and glasses.

Twilight Sparkle gasped as her eyes widened in shock! "What?! An age spell?! But... that's impossible! Only the most high level unicorns could even attempt such a thing!"

"I told you, Twilight Sparkle," Trixie hissed. "Trixie is more powerful than you might believe," And then she taunted. "What's wrong? Is a double age spell too much for you, Twilight Sparkle? Are you ready to admit defeat and accept that Trixie is better than you?"

"Give up? Never!" Twilight roared in defiance! "I... can do this!" She said even as a gulp betrayed her intentions. She swallowed hard and shut her eyes as she lifted Snips and Snails into the air, trying to undo what Trixie had done to them.

Spike could see Twilight visibly straining, sparks starting to leak out from her horn as her magic seemed to occasionally sputter. "Come on, Twilight!" He pleaded as he put his claws together. "You've got this!"

A powerful light of violet-red, similar to the skunk stripe in Twilight's mane began to appear. It looked like she was going to be successful, despite how much she seemed to be straining and struggling. But then suddenly, the light faded as the magic from Twilight's horn shut off completely. The studious unicorn felt her legs give way, and she collapsed to the ground as the audience let out a horrified gasp! "This... can't... be..." She weakly groaned as she tried to get back up, only to find that her body refused to cooperate.

Spike was horrified and rushed to Twilight's side at once! "NO!" He shouted as he tried to lift her! "Come on, Twilight! You gotta get up! You just gotta! You can't lose! Not now!"

"I... I..." Twilight tried to summon up the courage to stand, but it was no use. Physically, mentally and magically, she was spent. She fell back to the ground with a thud as a small cloud of dust was stirred up by her impact.

Trixie was all too eager to take such a display as a sign of concession on the part of her foe. "YES!" She bellowed and cackled with glee as she lifted her hooves into the air! "Trixie really is the highest level unicorn! None are greater than her! And you, Twilight Sparkle," She snarled and sneered! "You were a fool to think you could ever be a match for the Great and Powerful Trixie! Which means now it's time for you to leave Ponyville, forever!"

But Twilight's friends all stepped forward and surrounded the studious unicorn, refusing to budge. "Twilight's not goin' anywhere!" Applejack firmly insisted! "Not on our watch!"

And Rarity added. "You proved your point, Trixie. There's no need to take things any further. Even you can't just kick Twilight out because you want to!"

However, Trixie simply used her magic to pick up Twilight and hurl her towards the horizon, thus expelling her from Ponyville. "You fools, as if you had a choice in the matter! She's already gone!" She snapped. And as soon as she had flung Twilight out of town, she used her magic to conjure up a huge, magical bubble to envelope all of Ponyville. "And this is to make sure she doesn't ever try to come back!"

Twilight had little time to react as the bubble came down! She ran right up to it, hoping to get back into Ponyville before it was sealed off! Alas, she was too late.

Spike and the five mares rushed up to the edge of the bubble, looking on with shock as they saw that they were completely separated from Twilight and unable to reach her.

Spike was practically beside himsself from grief, tears started to form in his eyes! "This... this can't be happening!" He tried to protest! "Mom, please, don't leave me!"

"Spike!" Twilight firmly instructed from the other side of the bubble. "Spike, please, look at me," When the little dragon turned around she instructed. "I need you to be brave, for both of us. I'll be okay, I promise. I won't give up until I find a way to get back in."

"Princess Celestia will hear about this! I promise!" Spike vowed even as he couldn't stop himself from tearing up. "Trixie won't get away with this! She'll be sorry!"

Twilight then spoke to her other friends. "I'm counting on all of you to be there for Spike. Take good care of him while I'm gone," Then she added. "And keep an eye on Trixie. I know something's different about her. She wasn't always like this."

"We'll do our best, sugarcube," Applejack insisted. "Just promise us that when you and Trixie have your rematch, you'll kick her sorry rump so we can all put this behind us!"

"I'll do my best," The studious unicorn promised. "Somehow, someway, I'll have to get stronger. And somehow, someway, I'll find out what caused Trixie to become this way. Now all of you be brave. Our friendship will keep us together in spirit, even if we can't be there for each other in pony." And with that she turned and slowly trotted away.


It took Twilight a while to gather her emotions and process the whirlwind of events that had unfolded so suddenly. That had been part of the reason for her leaving the bubble and retreating to a place where she could be alone.

Once she'd cleared her head enough, the studious, book loving unicorn turned her attention to a flower. Recalling her inability to counter an age spell, she concentrated all her magic on the flower in the hopes that she might be able to de-age it even just a little. Alas, her efforts were in vain. No matter how hard she willed the flower, she could do nothing to it at all.

A groan escaped the young unicorn mare. So many things were nagging at her brain, refusing to leave her alone! Why did it have to be on today of all days? A day when she'd been expecting to demonstrate her magical skills to Princess Celestia? Why couldn't it have been a day when she didn't have anything important to do?

Suddenly, a silhouette cast a shadow over the sun. It took on the form of a pony with wings and a horn. The pony who had cast the shadow soon made their presence known, revealing themselves as a very familiar alicorn with a midnight blue coat, and a flowing mane and tail a beautiful shade of blue. "Greetings, Twilight Sparkle. We meet again." The alicorn spoke in a slow, somber and calming tone of voice.

Immediately, Twilight let out a gasp! "Princess Luna!" And once the shock had worn off she saw fit to question. "How did you know where to find me? I haven't even tried to get in touch with Princess Celestia yet."

"You forget, I am Spike's dragonsitter. It is my duty to assist him as needed," Princess Luna explained. "I was able to pick up on his distress from afar. And he was clearly worried about you. So I am here for you because he believes I can help you, just as you've helped me."

"But how? This isn't like the royal wedding," Twilight pointed out. "I'm not even sure what I'm up against. I just know that something has to be influencing Trixie somehow."

Princess Luna put a hoof to her chin, deep in thought. "What exactly are you referring to, Twilight Sparkle? I could not pick up on many details from Spike, you must fill me in as best you can."

The studious unicorn slowly nodded. "Right, sorry. It's kind of a long story," She took a deep breath. "Basically, Trixie, a pony I thought I knew, came back to town today. But she's changed somehow. She's not who she used to be. She's gone from high and mighty to mean and nasty. And her magic is way stronger than it was last time I saw her. Come to think of it," She paused, remembering a detail that had caught her eye. "She seemed to be wearing some kind of necklace. It was red and had what looked like alicorns on either side of it."

The night princess' eyes grew wide when she heard the description. "Can it really be?! I had heard rumors about such objects, but I never believed there exisited any that could actually corrupt somepony."

"You mean, you know what it is?!" Twilight asked in a hopeful tone of voice.

Princess Luna frowned and hung her head. "I'm afraid I do not. I only remember that I heard about it once during the time I was Nightmare Moon," She shuddered as she briefly shut her eyes. "You'll forgive me if I don't wish to dwell upon such times."

"Well, if it is dark magic I'm dealing with, then I need to get stronger!" Twilight firmly insisted! "I need to be able to find a way to counter it! It's the only way I can save my friends, I'm sure of it!"

Princess Luna unfolded her wings. "There isn't much I can really teach you about magic, Twilight. Especially not dark magic, if indeed that's what you're facing," She then added. "However, there is another. There's one who has learned about a different kind of magic."

"What do you mea-" Twilight began, only for a sudden realization to strike her and make her gasp! "Of course, Zecora! She may not know about dark magic, but she does have a magic all her own. Maybe she can teach me!"

The alicorn firmly nodded. "It's like you've read my mind, Twilight Sparkle. Now we must hurry! And let's hope Zecora is willing to take you under her wing."


Fortunately, Zecora was more than willing to accomodate both unicorn and alicorn inside her hut. And she listened quietly and sympathetically as Twilight explained everything to the best of her ability. "And that's when I knew I had to come and see you, Zecora," She finally said as she concluded her long explanation. "I know your magic involves potions and brews, not pony magic like spells or flight, but I don't know who else to turn to. Princess Luna seems to think you're the only one who can help me improve."

Zecora was silent for a moment, apparently deep in a meditative state. Then, she slowly opened her eyes, took a deep breath and said calmly. "Twilight, your tale of woe does concern me so. It's no wonder you're so sour, what you experienced was an abuse of power."

"I know that, and I know that something must be making Trixie act the way she is," Twilight went on. "But I can't get back into Ponyville. And even if I did there'd be no point, I'd just lose again. I need to find some way to get better, to be able to at least match Trixie. If not, I'll be letting all my friends down, Spike included."

"You musn't worry so much about your friends, or even Spike," Princess Luna cautioned. "Not to the point where you fail to think about yourself. What you're dealing with is a power that only my sister and I have any real knowledge about. And even then, our knowledge is limited, Twilight. You must be very careful in how you choose to approach your inevitable rematch with Trixie. If not," Her tone of voice became ominous. "It could very badly for you. Far worse than a wounded pride and a forced exile."

Zecora, meanwhile, took a sip of tea from a cup she held in one hoof. Then she set it down on the table as she told Twilight. "Princess Luna is right, you must trust your friends not to cower. Right now, there is nothing any of you can to do match Trixie's power," Then she added. "You must come and train with me, then so good shall you be. I'll gladly teach you all that I know, and then you will able to put an end to Trixie's little horror show."

The studious unicorn could hardly believe her ears, even as she knew there was no this could be anything other than real. "That's it, then? You'll teach me?" She asked the zebra, and received a confirming nod. As a result, she bowed her head before Zecora and said to her. "Then, I'll do whatever you instruct me to do, Zecora. From this moment onward, I'm your humble student."

Zecora nodded as she then spoke in a rather serious tone of voice. "When it comes to magic, it would be tragic if somepony licked me, especially Trixie." A part of her sounded almost jealous if the way she spoke was any indication.

"Then let's not waste any time!" Twilight firmly vowed! "I'm ready to start my training with you, Zecora! I have to get stronger, everyone in Ponyville is counting on me!"


Back in Ponyville, Trixie had quickly taken to asserting her will over the town. Within seconds of having bested Twilight and kicked her out of town, the ex-magician had stormed into town hall. "Sorry, Mayor, your services are no longer needed!" She told Mayor Mare, and quickly tossed the earth pony over her desk and into a cage.

"You've got some nerve treating me like this!" Mayor Mare groaned as she rattled against the cage in a helpless fashion. "Mark my words, Princess Celestia will hear about this!"

"Ha, as if!" Trixie taunted. "She won't be able to lay a hoof on Trixie! Trixie is hereby taking over Ponyville, and no one has the right to complain about it!" Soon afterward, she began to press various ponies into serving her every whim, even if they didn't want (and none did). "Hey, you two!" She barked at Mr. and Mrs. Cake as the two bakers just happened to be passing by. "Go and fetch a proper throne for your new empress!"

"What?! You?! You can't be serious!" Mrs. Cake gasped in disbelief!

Trixie glared at Mrs. Cake. "Are you talking back to your superior? Trixie wouldn't recommend it if she were you." And to emphasis her point, she shot off a blast from her horn that crackled and sizzled ominously when it impacted the ground!

"A-alright, alright!" Mr. Cake forced back a gulp. "W-we'll get you what you want, just don't hurt us. We have children for Celestia's sake!" And he and his wife took off as fast as their hooves would let them!

Pinkie Pie happened to trot upon the scene a moment later, and she was anything but pleased! "How dare you treat the Cakes like that! They're practically a second family to me! Nopony treats my family like dirt! Nopony!"

If the unicorn was at all intimidated by the glare Pinkie shot her, she didn't show it outward as she just lit up her horn. "What are you gonna do about it, hm? Don't forget who has magic and power around here," She quickly enveloped the pink party pony with her blood red magic and snapped. "Now, dance! Dance for your new ruler, and maybe I won't have to hurt you."

Reluctantly, Pinkie obeyed, even going far as to force a smile upon her face. But it was clear from the look in her blue eyes that she was anything but happy about what she was being forced to do.

The Cakes returned a short time later with a long, lavishly decorated sofa. "W-will this do?" They asked Trixie at once.

Trixie responded very slowly. "...It'll have to do, for now," Then she ordered. "Now go find that know-nothing Applejack and tell her to come here! And she should bring her friend Rarity along too! Trixie has a need for both of them."

"Don't bother, Trixie," Applejack spoke up as she trotted in with narrowed eyes and a quirked brow. "This here's gone far enough! I don't know what's gotten into ya, but I don't like it!" She pressed herself up against the magician until the two were snout to snout and she demanded. "I'm only gonna say this once: Bring back Twilight, or else I ain't doin' a thing for you!"

But Trixie only replied by picking up Applejack with her magic. "How dare you talk back to The Great and Powerful Empress Trixie like that, you stubborn fool! Perhaps I need to make an example out of you!"

Applejack's earlier bravado left her as she gulped, struggling in vain against Trixie's magical hold. "W-what are you gonna do to me?" A moment later, she saw Trixie produce a feather out of thin air. The feather was quickly moved all over Applejack, making her laugh until she had tears in her eyes and her whole body began to ache. "Okay, okay, enough already!" She protested through the tears and the laughter. "You win! Just, please, make it stop! I can't take much more of this!"

The ex-magician smiled as she lowered the farm mare to the ground. "See what happens when you cooperate?" Then she ordered. "Now, I want an applesauce facial. And remember, it better be good, or else!"

"A-alright, alright," Applejack reluctantly agreed. "And I'll pass word along to the others not to mess with ya."

"Excellent!" Trixie smiled with glee.

Unbeknowst to anypony, Fluttershy had been watching the whole thing unfold from one of the windows. She was horrified, but had seen enough to know that trying to challenge Trixie would be foolish and pointless. "Twilight, please, you have to come back!" She thought to herself. "Trixie's worse than ever! I don't know if we'll be able to survive a week under her rule."


Twilight had no way to know what was unfolding in Ponyville. She was currently deep in the Everfree Forest, standing in the middle of a pond with her eyes closed. She was levitating herself just above the pond's surface as instructed to by Zecora, all the while she was using her magic to pull bubbles of water out of the pond and circle them around her. Zecora and Princess Luna watched silently, their faces a mix of interest and concern.

Zecora was perched atop a stick, meditating again as she instructed. "Ah yes, no noise, no sound, no din, and no fuss must interfere with your focus. You must unlearn what you have already learned. For only then can your victory truly be earned."

The unicorn tried to do as she had been instructed to do. She tried to concentrate on tuning out all mental distractions, focusing solely on the here and now. But the images kept coming despite her best efforts! Images of her friends all looking on in horror as she was kicked out of Ponyville, separated from them and powerless to do anything to reassure her! And of course, there were the various statements Trixie had made about revenge. It didn't sound like mere boasting, it sounded like she'd really meant it.

As a result of all these images, Twilight lost her focus and her concentration. She opened her eyes and fell into the pond with a splash, soaking her entire body!

Princess Luna frowned and Zecora could only shake her head in disapproval.

"I... I'm sorry, really," Twilight sincerely apologized. "I just can't stop thinking about everypony, about my friends. They're all counting on me to come back and save them," Then she added. "And I can't stop thinking about Trixie. Something about her isn't right. It has to be related to that thing she had on her neck, I'm sure of it. I just wish I knew what it was. This can't just be because of that Ursa Minor incident. It can't be!"

Princess Luna let out a long sigh. "Twilight, your concerns are appreciated. But they'll do you little good if you can't learn to tune them out. They're becoming a distraction to you, preventing you from seeing what's right in front of you. You're no good to anyone if you let your fears and your concerns get the best of you."

Zecora nodded in approval as she added. "Twilight, there is much, much that I can teach, but it seems the answer you need is still out of reach. I appreciate your concerns, but for now your thinking needs to readjust. If you wish to defeat Trixie, then total concentration is a must."

The studious unicorn could only shake her head from side to side, before she clinmed out of the pond and shook herself dry. "That's one thing I can't do, Zecora. I could never be like you. I can't change who I am. I know you don't want me to completely forget about others, but I can't stop thinking about them. My training isn't just for my sake. I'm not doing this just because I want to be stronger than Trixie. This isn't some kind of competition, and I refuse to let it escalate into one. We had no reason to fight!"

Just then, in a swirl of light green and purple magic, a scroll materialized from out of thin air! Thinking fast, Princess Luna enveloped it within the soft glow of her horn and held it aloft. Then she unfurled it and scanned it thoroughly. When she did so, her eyes widened as she gasped! "It's for you, Twilight! It seems Spike has figured out what it is that's made Trixie so powerful."

"He did? I guess that shouldn't surprise me, he is my son after all," Twilight commented, before she trotted over and took hold of the scroll with her own magic. Almost immediately, three words caught her attention. "The Alicorn Amulet! That must be it! That must be what Trixie was wearing!" She then read further. "It says here that the amulet is a cursed artifact, rumored to have been created by the evil King Sombra himself to amplify his powers. Using it bestows the wearer with incredible magical power, but at the cost of the amulet corrupting its user and plaguing their mind with dark thoughts."

Princess Luna's lips quivered. "So it's dark magic after all. It's just as I feared," And she immediately looked to Twilight as she told the unicorn in no uncertain terms. "Twilight, you must forget that vow you made earlier. Trixie is far too dangerous for you to take on now! Leave this to my sister and I. We have experience in dealing with dark magic."

Twilight protested at once. "I dealt with dark magic in the Crystal Empire, Princess Luna. And I turned out just fine. I refuse to sit on the sidelines and do nothing while Ponyville is threatened!"

"But there's no way you can beat Trixie in another magic duel," Princess Luna argued back. "Please, Twilight. Think about yourself, what would you accomplish trying to take on Trixie head on again?"

The studious unicorn gulped and bit her hoof. "I... hadn't thought of that. You're right, Princess Luna. I'll need a plan. There must be a way to trick Trixie into taking off that amulet. If I can do that, I'm sure she'll go back to the way she was the last time I saw her."

Zecora then spoke up and proposed to her student. "Twilight Sparkle, I have taught you all that I know. I've seen for myself how much your power can grow. Much work have you done. You learned all of my lessons; All but one," She spoke the next words very slowly as she put a hoof to the unicorn's heart. "However, Trixie herself is what still has you in a fix. So it is time for you to nix your own magic, and trust in the magic of six."

Twilight pondered the words, realizing they were some kind of riddle intended to guide her. And unlike the riddle with Discord, this one wasn't a trick or a trap. She thought aloud as she trotted about with only the faint noise of the Everfree Forest to at all interrupt her. Then, suddenly, her eyes lit up as the answer dawned on her! "Trust the magic of six, that's it! You're a genius, Zecora! The answer was right in front of me the whole time!"

"What are you planning to do, Twilight?" Princess Luna asked. "And is there any way I can be of assistance?"

Twilight flashed a bright smile as she approached the alicorn. "I'm very glad you asked me that, Princess Luna," She began to whisper. "Now listen carefully, here's what I want you to do. And make sure to pass this information along exactly as I tell it to you," Then she asked. "And Zecora, do you have anything I could use as bait?"


Sometime later, Trixie was most surprised to be alerted to something touching the magic bubble she had encased Ponyville in. So it was that she set off for it on hoof, only to be surprised anew at what (or rather who) was waiting for her on the other side. "You!" She gasped and snarled when she saw Twilight Sparkle. "I thought I ran you out of town! You think I'm just gonna let you back in now? Fat chance!" Then she smirked. "That is, unless you're willing to accept me as your new rightful ruler."

"I didn't come to surrender to you, Trixie," Twilight confidently pointed out, then accusingly pointed a hoof. "I know the truth now. I know about that the Alicorn Amulet, and I know that you cheated during our duel. You never said anything about power amplifiers."

Trixie feigned ignorance and innocence. "Cheated? Moi? You've no proof! And even if you did, what good would it do you? Why should I care? I beat you, and that's all there is to it."

Twilight replied with a smug grin as she pulled out an amulet with what looked like a green orb in the center. "Care to put your money where your mouth is, Trixie? I figured you might like to see what a real magical amulet looks like. This one is from beyond the Everfree Forest, but Zecora was nice enough to give it to me as a present for training under her. It's much, much better than your silly Alicorn Amulet! If you knew what was good for you, you'd take it off and throw it away."

The ex-magician snorted and laughed. "Ha! As if! Nothing's more powerful than the Alicorn Amulet! And there's no way any amount of training could make you more powerful than the Great and Powerful Trixie!"

The studious unicorn mare simply shrugged her hooves and turned her back to Trixie as she taunted. "Oh well, your loss. Come on, Zecora. We've wasted enough time here. Let's just go and leave Little Miss Great and Powerful here to stroke her ego a little longer."

Just as Twilight hoped, her words touched something deep inside Trixie, namely Trixie's pride. Sure enough, Trixie lowered the bubble and trotted up to Twilight. "You really wanna lose so badly a second time? Trixie is more than happy to oblige! Double or nothing! And when I beat you this time, you'll stay away from Ponyville and give your amulet over to me!"

"Fine, but if I win you're taking off that Alicorn Amulet. No ifs, ands or buts," Twilight Sparkle firmly insisted. "Deal?"

"Deal! There's no way that'll be happening, though. You don't stand a chance!" Trixie boasted, and so a second magic duel was agreed to.


The two unicorns naturally decided to hold the second magic duel in the same place they'd held the first one. Despite the fact that the bubble didn't block out the sun's rays, the setting and the overall vibe of this duel felt intense. Even so, countless ponies gathered, many of them silently rooting for Twilight in the hopes she would prevail and end Trixie's reign of terror.

Trixie then laid down the rules for the second duel. "Trixie has already proven how powerful she is, Twilight Sparkle. There's no need to prove it a second time. You're the one who issued this challenge, you're the one who claims she has the more powerful amulet. So go ahead, show Trixie what you can do. I'll decide for myself who has the better amulet," Then she boasted. "But I'll bet you can't even pull off an age spell, let alone a double age spell."

Twilight scoffed while tapping her amulet, making sure it was secure around her neck. "We'll just see about that, Trixie, won't we?" Then she called out. "Applejack, Rarity? Could you come help me, please?"

Applejack and Rarity seemed surprised, but they reluctantly agreed and stepped forward. Twilight lit up her horn, and zapped them both, causing them both to disappear in a puff of violet red smoke. When the smoke cleared, they had been replaced by filly versions of themselves, even their cutie marks had vanished complete.

Trixie was a bit surprised, but tried not to let it show. "Oh, ho-hum. So you can do an age spell, big deal. So maybe you have been practicing. It's still not enough."

"Oh, you need more proof?" Twilight replied in a mocking tone of voice. "Let me show you what other age spells I can do! Tell me, Trixie, can your silly little Alicorn Amulet do this?" She lit up her horn again, and turned Applejack and Rarity back to normal. Then she did it again, this time turning Applejack into an old mare, before turning Applejack back to normal.

Trixie's mouth dropped wide open in shock! "That's... that's impossible! How are you doing this?!"

Rather than reply with words, Twilight just giggled and grinned. "It's not just age spells, Trixie. With this amulet, I can do tricks better than any you could ever do. Now watch this!" She then fired off a beam of her magic at Rainbow Dash.

To the surprise of everypony, a second Rainbow Dash appeared from behind the first one.

But Twilight was far from done with her demonstration. "That's just a simple duplication spell," She told Trixie, and then asked. "Check this out! You ever see one pony play ten instruments before?"

Pinkie Pie was soon struck by a blast of magic from Twilight, and in a puff of smoke she began playing ten different musical instruments that included a drum, a harmonica and even a tuba.

Trixie was absolutely speechless! "But... but..."

Then Twilight seemed to get a rather miscehvious idea as a cheeky grin spread across her face. She looked to Applejack and boasted. "Ooh, how about one more? I can even turn a mare into a stallion."

"Wait just a minute there!" Applejack tried to protest, only to be struck by Twilight's magic and transformed! When the smoke cleared, there stood a male Applejack who blushed and simply said. "Eeyup." Applejack was quite relieved to be turned back to normal a few seconds later.

The studious, book loving unicorn mare then boasted to her fellow unicorn. "How's that for proof, Trixie? Still think your amulet's better than mine?" She received an answer when she felt her amulet be yanked abruptly off her neck and pulled away from her! "Hey!" She cried, but was ignored.

Trixie held Twilight's amulet firmly in her front left hoof as she proclaimed loudly for all to hear. "If that amulet is really so powerful, than Trixie must have it for herself! And with said amulet, I shall now rule all of Equestria!" She proceeded to use her magic to yank off the Alicorn Amulet and let it fall to the ground. As she did so, it was possible to notice her magic change color from a blood red to a light pink (and her eyes stopped glowing red too). "Witness, my subjects. Gaze upon an ever greater and 'powerful-er' Trixie!"

One of the Rainbow Dash's swooped down just seconds later, snatching the Alicorn Amulet up and flying off. "Guess you won't be needing this anymore!" She called.

It took a few seconds for the ex-magician to realize what was happening and what she now had. "Forget it, I don't need the Alicorn Amulet. I have this! Prepare to face my wrath!"

Rainbow Dash was soon hit by a beam of light pink magic. But her reaction was not what anyone was expecting. She began laughing hysterically! "Stop it! That tickles!"

Trixie blinked in shock. "What?! Tickles?! That was supposed to make you writhe in agony, not tickle you!" Then she noticed something else. "Hey, what's going on? Why doesn't Trixie feel powerful anymore? This amulet was supposed to boost my power."

"Hate to break it to you, Trixie," Twilight pointed out as she came trotting up. "But that amulet's not really an amulet. It's just one of Zecora's doorknobs." And seconds after she had spoken those words, the knob slipped out of its holding place, fell to the ground and shattered into pieces.

Meanwhile, Rainbow Dash had delivered the Alicorn Amulet to Zecora. And the zebra promptly locked it up tight inside of a box. When the amulet was sealed away, Rainbow firmly declared! "This amulet's getting buried deep away where no one will ever be able to find it and use it again! It's far too dangerous to be used by anypony!"

Trixie was utterly speechless. "But... I don't understand. How is this possible?" She questioned to Twilight. "How were you able to pull off all those spells just now? If it wasn't an amulet, what was it?"

"A magic far greater than any amulet, especially one you should've known better than to use," Twilight pointed out. "It was the magic of friendship, manifested through something I'm sure a magician like you recognizes: Smoke and mirrors," Then she explained. "Princess Luna was able to rely the information to everypony in town so we could get this all set up."

"But why would you do all this? Why lie to Trixie just to make her get rid of the Alicorn Amulet?" The ex-magician questioned. "Why would you turn down something so powerful?"

Twilight explained. "Because, Trixie, true power isn't about being strong. Training with Zecora helped me to learn a lot about magic. Including when not to use it. It helped me realize that I couldn't possibly hope to take on something like the Alicorn Amulet all by myself. But with the magic of friendship, with help from everypony I've befriended and the friends they've made, I was able to put on a show skilled enough to fool even you," As she spoke, several townsponies began to wash off their paint, revealing themselves as having been in on the act. "I also knew that the only pony who could get the amulet off your neck was you."

"But what about the ten instruments?" Trixie questioned in a state of confusion.

Pinkie Pie grinned. "That's not magic at all, Trixie. It's just me being me. As for how I was able to do that," She winked. "Well, maybe I would've told you if you hadn't been so mean to the Cakes earlier. But hey, that's all water under the bridge now, more or less. After all, Twilight and Princess Luna told us that the Alicorn Amulet was making you act all crazy. You even started saying you didn't trust wheels."

The ex-magician hung her head in shame. "I can't believe a great and powerful magician like Trixie was outsmarted at her own game."


Unfortunately for Trixie, there was worse to come. At that very moment, who should come trotting up on the scene but Princess Celestia herself? And judging by the expression on her face, she did not look happy at all. Her eyes were narrowed and slanted, and she was not smiling in the slightest. "What's all this I'm hearing from my sister about an Alicorn Amulet?" She questioned. "Such an artifact is forbidden to be used or even displayed. It's far too dangerous!"

Trixie gulped and swallowed hard. She knew there was no getting out of this one. She couldn't possibly hope to run away from the sun princess without looking really suspicious. "P-please, Princess Celestia," She whimpered and fell to the ground with her hooves covering her face. "T-Trixie didn't believe those stories about the Alicorn Amulet being cursed. She just thought it would boost her power, give her magic a little more flair," She adopted a rather guilty looking expression as she added. "Trixie... I... I could tell that something was off after I put it on. But I didn't care. By the time I did it was too late, it clung to me and wouldn't let go," She pointed a hoof. "If not for Twilight Sparkle here, I might not have been able to ever get it off."

Twilight was quick to point out. "Princess Celestia, you should know that nopony got seriously hurt because of Trixie. All that's she done can be undone. I'm sure she knows now not to seek out dangerous artifacts just to boost her magic. The only real way to get better at magic is to practice, and practice constantly."

Princess Celestia's expression only slightly relaxed as she eventually said. "Well, I guess maybe I can consider reducing the punishment a little, just this once," Then she told Trixie. "But you're going to have to apologize sincerely to everypony you wronged today. And you're going to need to spend some time with Zecora learning about the importance of not letting thoughts and feelings overwhelm you," She then ended ominously. "And know this: Twilight is very much like family to me. So if you ever hurt her again in any way, I won't be so forgiving."

Trixie gulped anew as the ex-magician nodded quite slowly. "Trixie will do her best to keep that in mind."

The sun princess finally relaxed her expression, and adopted a sincere smile. "Good. I hope you'll stay for Twilight's magic show tonight. I'm really looking forward to seeing just how strong she's become now that she's started her advanced studies."

"What?! Advanced studies?!" The ex-magician gasped yet again! She turned to Twilight. "No wonder Trixie couldn't best you. Just how strong do you intend to become?"

"Trixie, this isn't a competition. We're not rivals, and we don't have to be," Twilight firmly insisted. "If it makes you feel any better, I'd like very much for you to help assist me with the show tonight. Because when it comes to putting on a magic show, I know there's nopony better qualified at it than you."

Trixie saw fit to ask. "Does this mean you forgive me? Even after all I did?"

The studious unicorn nodded. "Of course, Trixie. I know the Alicorn Amulet was what drove you to think you had to get revenge on me," Then she added. "But I can't say if everypony will as forgiving as I am. In fact I think someponies," She looked to Snips and Snails. "Might not be willing to trust you again anytime soon."