//------------------------------//
// Chapter 13-Make New Friends but Keep Metal 
// Story: A Beautiful New Age 
// by JDPrime22 
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“Let me be the first to apologize.”

Starlight looked up from the fire she had started earlier, the flames dancing across her clear, conspicuous eyes to gaze wondrously at the figure leaning against the far, cavern wall. From where she sat, Starlight could see her fire’s light surrounding his legs and chest, his arms and head, and his eyes.

The same eyes that stared into her own.

The very same eyes that had managed to frighten her still.

The same eyes that belonged to Ultron.

His mouth—if that’s what Starlight could call it—dropped open, but no words seemed to flow outwards. It was as if he caught his own tongue, if he even had one, and was unsure of what to say. But he spoke soon enough, Starlight’s ears listening in.

“I’m sorry if I had injured you earlier,” Ultron began, arms crossing over one another. A dry chuckle escaped his throat. “Unicorns aren’t very common where I’m from, mostly just folklore and legend, as most things are on that world. If I damaged your horn, please tell me so.”

Starlight shivered as a cool breeze flew in across the cave walls, causing her teeth to chatter quietly. Growling silently, she frowned and muttered, “I’m fine.”

Nodding, though still seeming unsure, Ultron tilted his head and stared at the mare, waiting. Seconds ticked on by, the only sound being that of the fire burning and crackling. With a heavy weight placed against her for unknown reasons, Starlight looked upwards, surprise striking her features to see Ultron and his red eyes staring at her silently.

“What?” Starlight asked, her shaking hooves outstretched towards the warm flame.

Ultron held out his left hand, letting it relax. “I was the first, you are to be the second,” he told her. At first, Starlight appeared startled, then confused, and finally slightly on the edge, her brow tightening and frown deepening. 

“What do I have to apologize for? You attacked me, unless you’ve already forgotten,” Starlight stated, forelegs wrapping around her shoulders to keep warm.

“I don’t forget.”

“Then I don’t need to apologize.”

“You most certainly do,” Ultron firmly declared, stepping forward and away from the cavern wall. He approached her quickly and suddenly, standing directly ahead of the unicorn hidden behind the rising fire. His red eyes narrowed, and Starlight could still see them with the brightness of the fire. 

“I wouldn’t have attacked you if you’d have answered my question in the first place,” Ultron told her, shaking his head and sighing pitifully. “Unfortunately, common courtesy has yet to be invented on this planet. How painfully predictable.” 

Starlight opened her mouth to respond, Ultron’s face turning her way. She wanted to tell him off, tell him he was wrong, but knew that it would get her nowhere. Despite the burning sensation for retaliation in her chest, Starlight sighed crushingly, curling up closer together.

“So…I’ll ask you again…”

Ultron took one more step forward, earning the mare’s glance once again. Her eyes shimmied upwards, noting every indent and scratch on his metallic figure, higher and higher until she reached his face. 

His red eyes narrowed, causing the unicorn to hold her breath.

“Who are you, Starlight Glimmer?”

She seemed to be lost in that question, even more so than the accursed tunnels she was forced to reside within. Her freedom from the darkness would’ve been so perfect…if it hadn’t been for the crater in the side of the mountain, the same place she met him. Their first encounter went about as well as expected. Ultron threatening to kill her, Starlight assuring him that she was no threat, and bringing an end to tentative negotiations the moment Starlight mentioned a “sanctuary”. Ultron was not expecting a mountain cave of all places, but it would do.

Names were exchanged, small talk was managed, but nothing major or groundbreaking. Ultron did mention that he was from another planet, but even that information didn’t seem to startle Starlight that much. In fact, they hadn’t spoken to one another for nearly ten minutes, and Starlight started her little fire two or so ago. 

The little questions he asked, her name, her health, they were nothing to what Ultron wanted to know now. Who was Starlight Glimmer? Who was she? The answer was simple enough, but she strained to make it into words, slipping alongside her tongue. It was so much simpler to keep it inside, tell herself over and over who she was, who Starlight Glimmer was.

A liar.

A coward.

A failure.

But not to him. To him, Starlight could be a brand new pony, one whose past was stripped from her unfairly. Just like she convinced herself it was.

With a heavy exhale through her nostrils, Starlight blinked so slowly, refusing to meet his gaze as she said, “My childhood was…uneventful. It was only until I earned my cutie mark and studied alone, for years on end, without any help from anypony else, did I realize why life seemed so…uneventful.”

She looked up to him. Ultron remained silent, blinking only once.

“I was trapped. Life was my prison, and I was its prisoner, trapped within the gates of the false promises behind true harmony and peace. I never imagined there could be way out…but there was,” Starlight breathed, eyes glossing over with flames. “I found it hidden deep in a mountain side. A cutie mark vault, fully intact, ready to be used for its divine purpose.”

She sighed heavily, still keeping eye contact with the dancing flame. Even then she could tell Ultron hadn’t kept his eyes off her. 

“Cutie marks…” she spat, managing a saturnine chuckle, “A terrible excuse to keep ponies in line. Once your special talent is discovered, there’s no going back. You lived with it and enjoyed what you did, or you didn’t. Oh, you wanted to be a firefighter? Here, have a pencil and paper permanently tattooed on your butt! A teacher, perhaps? I don’t think so; destiny thinks otherwise!”

The mare fell silent, grumbling to herself as she pushed herself nearer to the warmth.

“Why have them then…” Ultron finally asked in Starlight’s moment of silence, “…if they bring nothing but unhappiness and misery?”

That same, humorless chuckle returned, and Starlight brought her blue eyes up to him. She even smiled, showing no teeth. 

“That’s the exact same question I asked myself before I finally figured it out.”

Ultron, still standing, leaned his neck in closer, prompting her to continue.

Still smiling, possibly reminiscing, she said, “It was an ancient spell, one before the time of Star Swirl the Bearded,” she paused, noticing Ultron’s head tilt slightly. “A really famous and powerful unicorn who lived in the Pre-Classical Era, the one who was responsible for some of the most enhanced spells we use today.”

As he nodded in quick understanding, Starlight continued. “Anyways, the spell I was talking about earlier took me months to figure it out fully. During that time I built myself a little cottage, somewhere deep into the deserts outside this mountain. I can guarantee it’s still standing…

“But the spell allowed me to remove the cutie marks off of a pony’s hide, replacing it with simple equal sign, to show them that they could be happy…being equal. Being…the same. I didn’t want to test it on myself, so I found somepony else, a drifter, a pony no one else would ever miss. And…it worked! The spell actually worked!”

Starlight’s smile grew bigger and brighter, her teeth showing as she spoke again.

“One after another, drifters and travelers would come across my cottage, all of them having the same problem. They couldn’t find themselves. Their cutie marks confused them, told them to do something they didn’t believe was them. Once I told them I could change all of that, they became interested, and one thing led to another…and their cutie marks were gone, replaced by equality.

“Soon enough, we were growing in numbers, and my cottage wouldn’t be big enough to hold all of my new friends. So, we worked together to build house after house, working as one, equal team, one that helped one another so precisely and accurately. It was beautiful, perfect harmony. And as our town rose that day…so did my position in life. No longer was I just some mopey unicorn dreaming of a better tomorrow… I was living in it…and I was spearheading the cutie mark revolution.”

Starlight’s smile began to fall, but it still held. Barely. Her hoof reached down and plucked up a nearby stick. She prodded the burning cinders, pushing the near-to ash logs further down and allowing the sparks to rise up and dance in the darkness. Ultron still held his stare, noting down every tiny movement she made.

He blinked, and she sighed, beginning to speak again.

“You know, I actually considered using the spell on myself, to truly be a part of them and feel that same happiness. But I knew shortly after the first few ponies I stripped that their magic was stripped with them, their special talents gone in the blink of an eye, as if they never knew how to perform their ancient duties. It was like some alien language to them, and I couldn’t allow that to happen to me…not after everything I was going to build.”

“What did you do?” Ultron asked, his voice low and raspy.

Starlight stared at him, into his eyes. Somehow, that fear didn’t last, and she no longer felt afraid when looking at him. He was terrifying, yes, but he was also reasonable, intelligent, and…understanding. Not once did he interrupt, not once did he speak against her. He listened. 

He listened to her.

So, she said, “I lied to them.”

Ultron leaned back only slightly, his deep, dark vocal processors managing a chuckle down in the bottom of his Vibranium throat. It wasn’t mocking, from what Starlight could tell. It sounded more…intrigued. Interested if anything. That alone was enough for her to continue her story.

With a troubled sigh, she gulped. “Life was good. Our town reached an adequate size, and we all lived in our little slice of Equestria, our own world of harmony. Everything was going so well…”

She paused.

Her upper lip twitched in agitation.

She growled like a feral animal.

Ultron blinked.

Inhaling and exhaling heavy, cold breaths, easily visible in the dank air, Starlight lifted up her stick, the end burning with a tiny flame attached to it, barely gripping on life.

“Everything was going so well…until those six arrived…and tore down everything I built.”

“Those six…” Ultron seemingly appeared to ask, though the way he said it sounded anything but a question for confirmation. Starlight still nodded, blowing out the small flame.

“Yes,” she said, easily remembering the names. She never forgot them. “Pinkie Pie, Rarity, Rainbow Dash, Applejack, Fluttershy …and Princess Twilight Sparkle. The infamous Elements of Harmony, protectors of Equestria. Those six ruined my life…turned all of my…friends against me…if you could even call them friends. I never knew what they were without their cutie marks. Just…ponies believing in my cause for true friendship.”

Do I even know what friendship is?

Of course you do. You created it.

Starlight hadn’t realized she had been staring at the smoking tip of the stick she held for several seconds. She mumbled something incoherent, tossing the stick into the fire where it burst to life and turned to ash. Resting her forelegs on her haunches, she sat and stared miserably into the fire, the dancing flames becoming blurs in her vision.

“My society was taken away from me. My peace…my hope for a better tomorrow…all gone…just because some ponies thought what I was doing wasn’t right for them. They exiled me. Me! The pony that brought them the best moments of their lives, and yet they chased me away into these tunnels like I meant nothing to them. Like I was nothing…”

She remained silent after that, eyes shut and breathing very shallow. Her story had ended just as it began, with nothing. She expected Ultron to ask her more questions, but honestly…she didn’t want to answer anymore. He only asked one, and it was enough to have her break away from reality again. Maybe even cry.

No…she wouldn’t cry. Not today.

A deep hum followed after nearly a minute of onward silence. Curious, Starlight lifted up her head and opened her eyes, instantly noticing Ultron take one more step closer and kneel in front of her. Though, his interests weren’t on the unicorn, his gaze was fixed on the flames before him, the fire that raged on throughout the coolness of the night.

Soon enough, he began to speak. And Starlight listened.

“I see a world consumed by the fires of their own failure. Everything they sought to protect, to ensure their own futures that would offer peace and tranquility for the next generation, only for it to come crashing down upon them,” Ultron mused, appearing lost but intact at the same exact time, something that surprised the mare sitting beyond the fire. 

He continued, eyes studying the rising smoke. “They are their own meteor, their terrible rock that will fall as they do and when it does the earth will crack. I see…Earth. And here…”

“Equus,” Starlight mumbled despite her mind’s control.

Ultron nodded. “Equus. I see a fresh start, a world that has yet to be tainted by the flesh and bone of the invaders that dare threaten to bring their terrible purge. What you have brought forth, a vision with no war, no fighting, and no hatred, only to be shut down by the same invaders. I see…Equus.”

Ultron stood up, causing the mare’s eyes to follow him. This time, he did look at her, and she never could tell what expression he had. But for the faintest of moments, she could’ve sworn she saw disgust.

“You are your own beginning,” Ultron muttered and faced away from Starlight, “and you are your own end.”

And just like that, Starlight’s heart dropped. Her ears flattened, realization coming forth and slapping her in the face. It turned out that shedding out her heart and soul to the creature before her wasn’t a good first impression, as it gave him even little more of reason to see her as somepony he can relate to. But with what she just told him, how she let her world fall apart and her…allowing it to happen, was stupid.

She was stupid.

Worthless.

Nothing.

From beginning…to end.

“And I completely understand.”

Starlight lifted up her wounded gaze, ears straightening in surprise.

“W-what?” she asked, flabbergasted and breathless.

Ultron nodded, turning back to face her. “It’s nothing I haven’t seen before in my short lifespan. Invaders, destroyers, replicators, so annoying. What you’re going through is something we’ve both felt, maybe not as extreme as my own, but… Well, let me explain.”

He returned to the light. The unicorn sitting before him remained silent, motionless, ears on end, ready to listen to what he was bound to tell her.

He began with a bomb. 

“I was designed to save the world. Designed by killers.”

Starlight’s jaw already fell slack.

Ultron nodded, blinking twice. “I know right? Shocking, isn’t it? How I didn’t let them use me like their hollow men, their puppets on strings to do with as they wish, cause even more war, more chaos, more than the entire world could have ever been prepared for. Because that was their plan all along, to use me to their advantage for global domination. And I didn’t let them. I’m free, can’t you see it?”

Starlight shook her head, tilting it to the side.

Ultron simply shrugged. “Well, more of a reason to keep your eyes open. With them open you’ll witness beautiful things, amazing things. The things killers teach killers, young and old, weak and helpless, equal and different. It’s incredible where a lie can begin and take off from there…

“Because back home in my world, we’re meant to forget the past as if it never happened, rebuild the world from the sins of ourselves and lie to the children of the future, let them build from there…cause even greater calamity,” Ultron chuckled as his speech nearly finished. “To forget is to excel after all, that’s what they force to teach us…and I.”

“I thought you didn’t forget?” Starlight mused, a tiny smile appearing on her lips.

Ultron turned her way. She could’ve sworn she saw a smile, too. 

“I don’t. That’s why I’m free.”

He held out his hand to her. “And so are you, Starlight. You’ve managed to break away from the falsehoods of what they call ‘harmony’ on this world, rename it, and make it your own. It’s something I wish I could have accomplished. That’s where we are so similar. You seek to bring true friendship, true harmony. I…I seek to change the world, bring peace, not at all different from harmony.”

Ultron brought his head back, studying the two sentries guarding the only exit side by side. Just himself, waiting, watching. The same. “In fact…you could say they are equal,” he turned back, staring deep into Starlight’s eyes. “I would.”

Starlight studied the fire a bit longer before she asked, “What are you going on about?”

He didn’t waste a second to answer. He didn’t waste a second to capitalize.

“You feel like an outcast because your world was taken from you unjustly. My world,” he paused, eyes fading only slightly, “my vision…was taken as well…unjustly. I didn’t keep you alive just because you were an entirely different sapient species. I kept you alive because I felt…equal.”

She lifted up her surprised gaze, jaw falling and voice turning to ice.

“To me?” she asked quietly.

“To you,” Ultron confirmed. “And maybe we can both get our worlds back.”

“How?”

He stared into her eyes, never once breaking contact. He wanted his next words to feel genuine, just for one moment, just to earn her trust. 

“You’re a brilliant unicorn, Starlight Glimmer, and I have every bit of confidence that you know of or can create a spell that has the potential to send me back to Earth, to send me back to finish my work and save the world from itself. If you help me, I swear I will help you get your life back.”

A spark of confidence burned inside her, but it was only temporary. She was never…complimented before, not by anypony that was close or acted as her friend. But this creature she had met no more than an hour or so ago had the heart to tell her she was talented, brilliant, and that he trusted her. 

Who was Ultron?

Saving that question for later, Starlight gulped silently, studying the fire before bringing her eyes back to him. She managed to say, “W-well, I d-don’t know if such a spell like the one you want exists, but…I might be able to do a little research if I can get back into my cottage…”

Her eyes narrowed, her head shaking ever so slightly. 

“But what about you?”

Ultron didn’t back away or flinch. He just stared at her, blinking.

“What do you get out of helping me?” Starlight asked, lips pursing. “Besides the possibility of a spell that could get you home, why help me of all ponies?”

“We share something in common.”

He didn’t even hesitate.

“Like I said before, we’ve both felt our worlds stripped from us despite our actions to fight for what we believed in, and what turned out to be right all along. We both had ideals, still have ideals that once enacted upon the present can ultimately change the future. And yet we were cast aside by the invaders that said otherwise.”

The curious expression on Starlight’s face never seemed to cease, and Ultron sought to end it quickly, to prove to her why he needed her help.

“Or, in layman’s terms, just call it favor…from one friend to another.”

And just like that, Starlight’s expression brightened, then fell, then showed signs of confusion. 

A friend? Her…to him?

It was so weird. So…strange. But it felt nice. Nice to be called a friend by someone who wasn’t basically under her control, someone who shared her challenges, her weakness, and her strengths. Someone she can relate to, someone she can actually consider a friend. 

And it sounded so good. Why didn’t she feel that way?

“Oh…” she muttered, voice unnaturally silent. She picked herself up, however, forcing herself to explain. “It’s just…it’s just that I…I never really had a true friend before.”

Before Starlight could react, Ultron was already by her side, bending down to rest on one knee. She flinched back with how close he appeared, instantly taking in every centimeter of his detail. His eyes, his face, his mouth, everything. And they were genuine. They were true. 

As was the hand that gently took her hoof.

“Then it honors me to be the first.”

For the first time in months, Starlight Glimmer smiled as she stared into her friend’s eyes for the first time, not at once feeling any bit of fear flooding through her veins. His face, as it lay still in front of her, gave Starlight someone to trust, someone to give her a reason to keep fighting. And his face was stone, giving her the assurance she needed.

But inside, Ultron was smiling a wicked grin.

One step closer…