“Starlight’s doing pretty well, don’t you think?” Phoenix’s voice jarred Spike out of his thoughts.
“Huh?” Spike turned his attention away from the class, where Twilight - assisted by Apple Bloom, Sweetie Belle and Scootaloo - was making a presentation for the students of Celestia’s School for Gifted Unicorns.
Phoenix glanced at the three fillies with a knowing look. “You miss being Twilight’s only assistant?”
Spike blushed. “I mean… kinda.” He glanced at the three fillies as Sweetie eagerly handed Twilight some notes. “But after the help they gave Twilight while I was off with you guys… it doesn’t seem fair to just kick them to the curb.”
Phoenix hummed. “I remember you telling me about the last time you dealt with this; when Twilight adopted that owl. Owl-oh… Owl-delicious?”
“Owlowiscious,” Spike clarified.
“That’s way too complicated of a name,” Phoenix grumbled.
Spike shrugged with a grin. “Hey, I didn’t pick it.” He grinned as he continued to watch the presentation. “But yeah; he and I got an understanding, and I think I got the same thing with the fillies. Besides,” he added with a smile, nudging Phoenix. “If they weren’t helping Twilight, I wouldn’t be able to hang out with you guys.”
Phoenix chuckled. “If you can call it hanging out.” She glanced at the door, where Diamondback could be seen conversing with what looked like several members of the School’s board of directors. “Diamondback off networking, Swift exchanging notes on changelings with the guards, Night Fire off to see her girlfriend at the Dragon Lands, and Jackknife doing who-knows-what with Rainbow Dash…” Phoenix chuckled. “Honestly, at this rate, Starlight might be at our level with friendship lessons.” Her eyes brightened. “She’s doing good, don’t you think?”
Spike found himself nodding as Twilight finished her presentation and the Crusaders began helping her pack up her things. “Yeah. Took her some time, but considering how she did with Trixie, I’d say she’s figuring it out.” He grimaced. “I am a little worried about Twilight giving her friendship assignments while we’re gone. Friendship’s not exactly something that can be taught like a school project.”
Phoenix chuckled. “You sound like DB and her Diamond Dogs.” She adopted a posh accent. “‘That’s where you went wrong, Phi-Phi darling. When you try to force someone to do something, it will only end in disaster. You have to make them ‘want’ to do what you want.”
“But Starlight does want to do these assignments,” Twilight noted, having joined them with the Crusaders in tow. “She wants to be better.”
“Yeah, but she also wants to be told that she’s doing better,” Spike added, walking in sync with Twilight as Phoenix and the Crusaders scrambled to keep up with them, Phoenix having been startled by Twilight’s arrival. “I should know; half the time, I was able to keep up with you because I wanted to know I was impressing you.”
“Ha,” Apple Bloom chuckled. “Just like when I was little and wanted to impress Applejack.”
“But aren’t Spike and Twilight more mother and son?” Scootaloo asked.
“I thought they were more brother and sister,” Sweetie Belle admitted.
“They can be both,” Apple Bloom replied. “I know Applejack was both kinda a mom and kinda a sister to me growing up.”
“And either way,” Spike said, “Nothing’s worse to us than finding out we disappointed someone important in our lives.” Spike nodded at Twilight. “Someone like you.”
Twilight blushed. “You’re too kind. But Starlight has been making exceptional progress. I doubt she could do anything to really disappoint me now.”
It was almost funny how quickly Jackknife appeared, his face screaming, ‘trouble.’
“Jack?” Spike asked, stepping forward. “What’s going on?”
“You guys need to get back to Ponyville now!” Jackknife barked.
“What’s wrong?” Phoenix asked.
Jackknife glared at her. “It’s Starlight.”
##
Spike had never seen Phoenix so angry before.
It was one thing to come home and find Twilight’s library covered in spiders. It was another to find most of the ovens at Sugarcube Corner on fire. But the thing that seemed to horrify and infuriate Phoenix the most was Rainbow Dash, Pinkie Pie, Rarity, Applejack and Fluttershy all standing in the middle of the wreckage, with glazed, hypnotized eyes and the air of Starlight’s magic all over them.
For the most part, Phoenix kept her temper in check as she, Jackknife, Spike and Twilight worked together to get the library cleaned.
But when it came time to talk to Starlight, who was sitting worried and ashamed in a couch on Twilight’s study…
Twilight sighed. “Alright, we got the castle cleaned, and I managed to untangle that mess of a spell. It was really powerful stuff; they’re going to be feeling ‘that’ in the morning.” She gave Starlight a stern look. “So, please, try to explain to me how in the name of Celestia things got ‘this’ out of control.”
Starlight looked up at them in fear. “Well, it was the first time I cast that particular spell, and I didn’t fully think it through. I-I bet if I reversed…”
“REVERSED?” Phoenix boomed, making everyone jump. “YOU PUT A MIND CONTROL SPELL ON FIVE GOOD PONIES! YOU PRACTICALLY ERASED THEIR FREE WILL AND TURNED THEM INTO YOUR SLAVES! AND NOW YOU WANT TO TALK ABOUT ‘REVERSING’ SOME PROCESS LIKE YOU CAN DO ‘BETTER?!?!”
Starlight shrunk down, her eyes wide with fear and her hooves already prepared to block any punches aimed at her face. “W-Well…” she squeaked. “When you put it that way… it sounds pretty bad…”
“IT IS PRETTY BAD!” Phoenix shouted, causing Spike to dive in front of her on instinct. “ENSLAVING ANYONE - ANYONE - IS A VERY BAD IDEA!” She shoved Spike aside and thrust her scarred arm into Starlight’s vision. “DO YOU SEE THESE SCARS? DO YOU THINK I GOT THESE FROM RUNNING WITH SCISSORS?!”
“Phoenix, calm down!” Twilight pleaded. “She made a mistake, she’s…”
“THIS IS NOT JUST A ‘MISTAKE’, SPARKLE!” Phoenix roared, whirling on Twilight. “THIS IS INTOLERABLE! WHAT IF YOU HADN’T MANAGED TO UNTANGLE THAT SPELL? WHAT IF YOUR FRIENDS WERE RENDERED BRAIN-DEAD BY HER ACTIONS?!”
“PHOENIX!” Spike roared, flames bursting around him. “This isn’t you with the Diamond Dogs, okay? Calm down!”
But as Phoenix whirled on him, Spike suddenly wished he could shrink back down to his smaller hatchling form.
“IT DOESN’T MATTER IF IT’S DIAMOND DOGS OR PONIES; YOU’RE NOT SUPPOSED TO TAKE ADVANTAGE OF OTHERS LIKE THAT!” Phoenix screamed, and Spike blinked as he saw tears in her eyes. “YOU… you’re not!”
Phoenix looked down, the fight ebbing out of her. But as Starlight hid behind the couch, her gaze became more sorrowful.
“P-Phoenix,” she whimpered, reaching out for her friend. “I-I forgot…”
Phoenix turned away from her. “I really wanted to believe you were different, Starlight,” she whispered. “I really did.” She turned to Twilight. “Take her magic.”
Twilight blinked. “But…”
“Do it!”
Spike didn’t give Twilight time to argue. Finding the horn ring that had allowed them to drain magic, Spike once again drained Starlight’s unicorn magic, popping it out into a gem and handing it to Phoenix.
Phoenix gazed at the gem before giving Starlight one final look of betrayal. Then she stormed out.
Starlight lowered her head, tears dripping from her eyes.
Twilight hesitantly went to her. “Starlight, I…” she sighed. “I don’t understand. How could a friendship lesson turn into all this?”
Starlight covered her face. “I was avoiding it,” she whispered.
“Why?”
“I can cast complex spells,” Starlight sobbed. “But… baking with Pinkie freaked me out.” She choked on a sob.
“Baking with Pinkie freaked you out?” Spike asked.
“I know,” Starlight sobbed. “Ridiculous, isn’t it? It’s why I didn’t want to say anything. I thought if I was bad at it, I’d just be a disappointment to everyone. So, I hoped I could just keep wowing you both with magical abilities, and you wouldn’t notice.” She felt her horn. “But now I don’t even have my magic… and I don’t even have Phoenix anymore!” she broke down into heartbroken sobs.
Twilight hesitated for a moment, before pulling Starlight into a hug. “Starlight, no pony would care if you can bake a cake or not.”
Starlight sniffled. “B-But the lesson…”
“Was to get to know Pinkie a little better,” Twilight said gently. “By doing something she loves. It was a friendship lesson, not a baking lesson.”
Starlight stared up at Twilight in despair. “And because I missed the whole point… Phoenix now hates me.”
Spike and Twilight shared a glance.
“Let’s not jump to conclusions,” Spike noted, turning to the door. “At least… not yet.”
##
He found Phoenix in the mountain where the Mane Six had once had to wake a slumbering dragon. She sat in the cave where the dragon had rested, turning the gem containing Starlight’s magic over and over in her talons.
“Phoenix?” Spike asked.
“You don’t take advantage of others,” Phoenix repeated, in a choked, hoarse voice that implied Starlight hadn’t been the only one crying. “You don’t.”
“Phoenix,” Spike said gently. “Starlight knows now. She made a…”
“It’s not just a mistake!” Phoenix snapped, rising up so she towered over Spike. “Applejack and the others could’ve gotten seriously hurt. Even then… they were slaves.” Phoenix looked down at her own talons. “Y-You don’t take slaves. Not anymore. Not here!”
“I know,” Spike assured her. “Please, believe me, I know.” He touched her talons. “She won’t ever do it again. I promise.”
Phoenix stared down at her claws. “You knew she was capable of it, though. Didn’t you?” She stared down at Spike, tears clouding her dull pink eyes. “I didn’t want to see it. I wanted to believe… that if she could do better…”
“That you could do better as well?”
Phoenix lowered her head and nodded.
“Phoenix,” Spike resisted the urge to laugh. “You’ve done so much more good than bad. You helped save Canterlot from the changelings. You helped save Seaquestria from the Storm King. You even helped save those humans in another world.”
“Then why does it never feel like it’s enough?” Phoenix asked, pulling her talons away. “Every night, I see them in my mind: the dogs I enslaved. The dogs I abused.” She pushed at her eyes, as if trying to reach into her brain. “They tell me I’m wasting my time. That I can never be good. That I’ll always be a monster.” She lowered her talons, letting them slump down onto her scarred belly. “And no matter how much good I do… they never go quiet.” She looked up at him. “Can we ever escape the sins of our pasts?”
Spike hesitated. It pained him to see his friend suffering.
But what could he say? What words could comfort someone that was so tortured by themselves?
As it turned out, he was given some time to ponder it.
For as he looked away, trying to find the words, he spotted a familiar green dragon limping his way towards Ponyville.
“Astral?” Spike asked, drawing Phoenix’s attention.
But both of them stared in horror as they beheld Astral’s appearance: his scales were scuffed, several having been ripped out. Cuts oozed red blood, and he held his chest as if ribs had been broken.
Worse still, on his chest was a familiar X; the scars of someone attacked by Shade Fang.
“Astral!” Spike yelled, racing down alongside Phoenix to the green dragon’s side. “What happened?”
To Spike’s shock, Astral drew his sword and pointed it at the two, even though the action made him groan and hold his injuries. Despite the pain he was in, his voice remained strong and defiant.
“Stop right there, both of you,” he growled. “How do I know you aren’t those love-sucking parasite changelings?” He shook his sword at them. “Tell me something only we know.”
Spike didn’t hesitate. “The inside of the cells in the Dragon Kingdom…”
“Hang on a second,” Phoenix said. “How do we know ‘he’s’ not a changeling?”
“Before Aurora and I left,” Astral replied, “I mentioned how O&O sounded like fun, and I would bring snacks next time.” Astral braced himself with his sword. “Now you. What were the colors inside the cell of the Dragon Kingdom.”
Spike glanced at Phoenix, but the elder dragon nodded. “Dark gray with hints of green from moss.” As Astral relaxed, Spike chanced a step forward. “Now, what happened?”
Astral gazed up at them, his anger briefly giving way to despair. “The Dragon Kingdom has fallen.”
Phoenix backed up, clutching her heart, while Spike blinked as if he had been slapped. “W-What?”
“It was Shade,” Astral snarled angrily. “He allied himself with the changelings. Snuck them in, replaced the guards… that had taken over before anyone knew what happened.” He grimaced and leaned on his sword. “Aurora and I… we helped as much as we could. Even Night Fire showed up to help; guess she was coming back from the Dragon Lands. But while Shade and I were fighting…” he shook his head. “The Changelings got the Artherium Crystal that keeps the kingdom in the sky.”
Phoenix looked behind him, but there was no sign of Aurora. “Aurora…?”
Spike’s heart skipped a beat. “Night?”
Astral winced, but not from the pain of his injuries. “Shade grabbed her with some kind of tendril made of dark magic. Night Fire tried to help her, but the changelings jumped her. Before I could go after… I found myself on the outskirts of the ruins of the Kingdom.” He seethed. “And I swear, once I find that…” He winced again, but stood tall, his eyes flashing red. “If he’s hurt even one scale on Aurora, I will make him rue the day he decided to seek power for his own greed.”
Spike stepped closer. “Easy, brother,” he said. “Getting angry isn’t going to help her.”
Astral blinked, his eyes changing back as he shook off whatever had possessed him. “Yeah, I know. Sorry. I just get… so mad my eyes change.” He looked away. “Stupid dream…” he muttered.
“Dream?” Phoenix asked.
“Nothing,” Astral waved aside the question. “We’ve got to get back to Ponyville ASAP. The changelings had replaced the Dragon Kingdom’s higher ups ages ago. They may be trying to replace your friends right now.”
Phoenix and Spike looked to each other. “We have to tell the Princesses,” Phoenix said.
“We have to tell Twilight!” Spike said. “Astral’s right; she’s on her own out there!”
##
But even as the dragons raced to Ponyville, they had no idea they were too late.
For Starlight was watching from a closet with horrified eyes as Twilight was dragged away into the shadows, one changeling staying behind, and assuming her form with a very un-Twilight glare.