• Published 10th May 2016
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My Little Pony: Sora's Misadventures in Equestria - Codex92



After failing his mark of mastery exam to be a Keyblade Master, Sora must continue his training on his own. Unfortunately, he crashes into the world of Equestria, and his friends don't know he's stranded in this far off world.

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No Second Prances

In the dining room of the Castle of Friendship, Twilight brought Starlight with her for a friendship lesson involving setting up the table with silverware the alicorn brought in on a cart. Instead of using magic, Twilight physically placed one of the sets down with her mouth, straightening one of the plates until it was perfectly in place. Before the lesson began, Ventus walked in, curious about the fancy cutlery, expensive dishes, and what the two mares were doing.

"Is there a dinner party being planned in here?" he asked.

"Sort of," Twilight answered. "But I'm also giving Starlight her first friendship lesson for the day. We're going to carefully set the table without using magic, so that-Whoa!" Twilight ducked as silverware flew over her head, Starlight missing the point of the lesson entirely as she used her magic to set up every single dish and utensil around the table. "Did you...!? How!? When!? What!?"

"What?" Starlight asked in confusion, Ventus snickering at Twilight's baffled expression.

"I said no magic," Twilight reiterated. "You were supposed to do it by hoof so I could work in a friendship lesson."

"Well, guess that completely went out the window," Ventus said.

"I heard 'set the table' and just kinda went for it," Starlight said with a bashful grin.

Twilight let out a groan, her whole lesson ruined. "Well, if you hadn't used magic, you'd have heard me say, uh...this plate represents your head, this spoon is your heart, and the knives...are sharp! Always be careful with knives!"

As she pointed at each specific utensil beside the plate before her, the young stallion looked at the setup, rubbing his chin in thought. "Shouldn't the plate be the heart instead? I think the head would be the food on the plate...If there were any. And now I feel hungry all of a sudden."

"My lesson, my metaphors," Twilight argued. "I'm her friendship teacher, and they would have made more sense while she actually set up the table."

"I think Sora should have been the teacher instead," Ventus countered. "Friendship isn't really learned all that well from a book or lectures."

"Uhh, should I put everything back and start over?" Starlight asked, feeling ignored as the duo argued, despite it seeming a bit sarcastic.

"I just want to make sure you're ready for this dinner, Starlight," Twilight said. "Princess Celestia will be joining us tomorrow night to see how your friendship lessons are going!"

"If it's just you, me, and Princess Celestia, why are there four seats?" Starlight questioned, pointing out the fourth seat placed at the table.

"Well, the whole point is for you to bring a new friend," Twilight explained. "That way, the princess will see for herself just how far you've come. Along with how good of a teacher you have."

"Don't get an ego, Twilight," Ventus said. "Also, Sora would have made a better teacher."

Twilight growled and leered at the teen for his comment, who stuck his tongue out at her teasingly. "Well, I really don't know who to choose," Starlight said. "I like your friends, and...well, some of them can tolerate me."

She looked at Ventus, the stallion giving her a skeptical gaze before looking away from her. "But that's the best part!" Twilight said excitedly. "You have to make a new friend!"

"New friends? Hey, maybe I'll just force friendships by magically enslaving the entire population of Ponyville!" Starlight grinned at her playful joke, only to receive a serious glare from both Twilight and Ventus, the latter's more fierce, silently warning her not to do something like that again. Her smile wilted as she shrunk under the Keyblade wielder's stare. "I-I was just kidding!"

"It's not funny," Ventus growled before storming off, making both mares wince as he slammed the doors to the dining room behind him.

Starlight sighed, clearly unable to regain Ventus's trust after admitting she erased some of his memories while she was bent on getting revenge. "It was just a joke..."

"Starlight, do you have any idea what's wrong with Ven?" Twilight asked. "Ever since we stopped you from changing time, he's always been upset at you after showing you your room."

"I have a feeling I know why..." Starlight had debated herself on whether or not she should tell the others what heinous act she did to him back in Canterlot. She knew Aqua would go right back to loathing her and losing her trust after she truly gave her another chance since their return from the Crystal Empire a couple weeks ago, and she didn't want to be ridiculed by her again when they made up. But she feared how the others would react when they found out she messed with Ventus's memories when he's already lost them before several years ago. As much as she wanted to tell the truth, she didn't want to blow her second chance so soon and change for the better. "Let's just say...I said something that really offended him, and he's not going to forgive me...for a really, really long time."

"Oh...Well, he can't be mad at you forever," Twilight assured her student. "After all, Aqua forgave you after recovering from a nervous breakdown."

"Heheh...Yeah," Starlight said nervously, though silently knowing that forgiveness will be tossed out the window with how overprotective Aqua was with Ventus. "So, I guess I'll just go now and try to make a new friend for that dinner tomorrow."

"Good luck, Starlight!" Twilight said as Starlight took her leave, knowing she'll need all the luck in the world to make a friend on her own.

Starlight headed out into town, looking for a potential new friend to make for tomorrow's dinner with Princess Celestia. As if it was already nerve-wracking enough to meet with the ruler of Equestria personally, she had to make a legitimate friend from the lessons she's learned so far. The only question was finding the right pony who she could relate to with similar interests she has. While wandering around, she spotted Ventus, having calmed down a little as he seemed to have walked around Ponyville after getting frustrated with her earlier suggestion, thinking it would be hilarious to poke fun at her wrongdoings.

"Hey, Ventus," Starlight greeted. He stopped in front of her in silence, unnerving the unicorn. "...Uhh...You're still mad at me for...what I said, huh?"

"Yes, and that's something you shouldn't joke around with," Ventus warned. "You better not try to use magic to force someone to be friends with you."

"I'm not. I swear," she said. "No magic to hurt anypony or control their minds."

"Or erasing their memories if you messed up and try to start again?" Starlight cringed, letting out a frustrated groan at the reminder.

"How many times do I have to apologize for you to forgive me for that?" Starlight asked, practically pleading for him to stop bringing back the mind-wiping she gave him. "I didn't even know you lost your memories before I did that to you. But I only erased you finding me in Canterlot, not your whole life."

"That's still more time out of my life I won't get back until it finally comes back to me," Ventus argued. Starlight looked down at the ground, her ears drooping as his thoughts over losing his memories made her feel bad for him and guilty for causing him some misery. She couldn't imagine losing her memories of Sunburst if someone took them away from her, finding it upsetting that everything she knew was forgotten and had very little chance of ever getting them back. Ventus let out a heavy sigh, the vague sense of amnesia from that evening in Canterlot having slowly come back to him, though not everything had come back in full. "Regardless, I want to make sure you don't do anything crazy like that again. I'm willing to accept you're changing, but there are some things I probably won't ever forgive you for."

"Right. I'm still sorry, though," Starlight apologized. "...You think we could try to start over? Clean slate?"

Ventus thought it over for a moment before sighing and held out his hoof. Starlight grinned as she reached out her own hoof to shake his, but he pulled his foreleg away before she touched him.

"I'm still not going to forgive you for what you did to me," he said with a stern gaze. "You're still going to keep this a secret from the others, though. Aqua's already been through enough, and I don't want her to have a heart attack if she does find out. And if you so much as upset her, Terra and I are not going to let you off easy. Understand?" Starlight nodded without hesitation, sweating nervously from what the pegasus could do to her. Ventus moved his hoof back and shook the unicorn's. "Alright. Now, making a new friend on your own for your next friendship assignment shouldn't be that hard. Especially in Ponyville."

"Well, Ponyville is supposed to be the friendliest place in Equestria," Starlight said.

"Need to make a new friend!?" Pinkie asked, popping in out of nowhere as she startled Starlight, making her jump and cling onto Ventus while the teen stared blankly, almost expecting Pinkie to show up. "I know just the pony for you, Starlight!"

"Here we go," Ventus said, holding out a foreleg for Pinkie to grab, dragging him and Starlight off to Sugarcube Corner in a matter of seconds.

Starlight blinked, trying to process how Pinkie managed to get them to the bakery so quickly. "...How did we-?"

"Don't ask," Ventus simply said. "You kinda get used to Pinkie's...randomness."

Pinkie guided her guests to the kitchen, where they found Cup Cake busy at work, trimming the edges of a cake with icing. "Miss Starlight Glimmer, meet Mrs. Cake!" Pinkie said.

"How are you, dearie?" Cup Cake said, too busy working to pay attention to who Pinkie was introducing to her.

"Oh, so she's a baker," Starlight noted. "Can I help?"

Using her magic, Starlight gathered several ingredients around the kitchen, along with baking utensils, and began creating her own cake. In a whirling tornado of baking materials, along with some magical induced heat to form the ingredients together, Starlight created a purple three-layer cake with smooth light blue icing, a swirl of purple and white frosting with blueberries mixed in the swirl, and around the cake were white and lavender diamonds made of fondant, looking like stars in a night sky. Ventus was actually impressed, wondering why Starlight didn't try to impress others with her magical feats before, even after her depression losing Sunburst.

"Wow!" Pinkie exclaimed in awe, Ventus too shocked by how quickly Starlight made that cake while also licking his lips, imagining how it would taste. "Mrs. Cake, look what your new friend made you!"

"New friend," Cup Cake said with an amused laugh. "I like the sound of-" Looking up, the baker gasped at the cake, though instead of in shocked awe, she seemed offended by Starlight's magically created work of delicious art. "Howza-wowza! Are you trying to put me out of business with your fancy magical-thingy-whatsit cake!?"

Taken aback by Cup Cake's anger, Starlight lost her concentration on keeping her cake hovering in her magical aura, accidentally dropping it on the poor baker. She yelped in surprise, covered in the ruined magical cake while leering at the unicorn. Starlight gave her an apologetic look as Pinkie walked up to the pudgy mare, licking some of the frosting from the cake now sitting on her head.

"Well, in her defense, it is delicious!" Pinkie said, taking a huge bite out of Starlight's cake.

Cup Cake continued glaring at the unicorn, Starlight giggling nervously as the baker clearly didn't want to be friends with someone who could do her job in a fraction of the time it would normally take to bake a simple cake. Sensing the tension in the air, Ventus dragged Starlight out of the bakery to find another potential friend for her to make, passing by Pumpkin Cake who tried to cling onto his foreleg and begged him to play, earning a pat on the head and gently pried her off him.


Their next stop was at Sweet Apple Acres, spotting Applejack touching up the fence that kept the perimeter of their orchard from being trespassed on. After hearing about Starlight's new assignment, the farm mare lead them out into the orchard, thinking Big Macintosh would be a perfect first friend their alicorn friend's pupil to make.

"Ah think you and Big Mac will hit it off perfectly," Applejack said confidently, approaching the elder Apple sibling as he bucked a few trees down. "Starlight, meet Big Macintosh."

"Eeyup," the stallion greeted with his usual catchphrase.

"He's not much of a talker," Applejack added, Big Mac agreeing with a nod, though Starlight could clearly see that just from his one worded greeting.

"Oh, that's too bad," Starlight said, a little disappointed. "I love a good conversation from time to time."

She then had an idea, lighting up her horn and cast a spell. "Uhh, Starlight, what are you-?"

Ventus didn't finish his question as a magical wisp flew out from the unicorn's horn and flew straight into Big Mac's mouth. Nothing happened at first, but then the stallion's mouth began to move as he spoke.

"Eeyup-yup-yup-yup-yup-yup-yup-yup-y-y-y-y-you did something!" he said, startling Big Mac while baffling Ventus and Applejack, neither of them ever hearing the silent earth pony speak so quickly or that much unless it's with family. "Whoa! What is happening? I feel really weird! I'm talkin' so much! And I'm so articulate! Enunciating with such precise pronunciation!" He quickly slapped his hoof against his mouth to shut himself up, but the spell Starlight put on him prevented him from staying silent for no longer than a second. "Annie Apple awoke and accidentally ate an auburn azalea!" He then screamed and ran for the hills, the spell more like a curse, fearing he would never not talk again. "MAKE IT STOOOOOOOOP!!!!!"

Big Mac ran past Sora, who was carrying several buckets of apples on his back, noticing the others after hearing the red stallion constantly talking, to his shock. "What the heck just happened with Big Mac? And what made him want to scream random alliterations?"

Sora got his answer when Ventus and Applejack glared at Starlight. "...I can't be friends with somepony who doesn't talk," she reasoned, earning a low growl from Applejack. "...And I guess my first instinct shouldn't be to magically command ponies to act the way I want them to?"

"You did what to him!?" Sora exclaimed.

"W-Well, it's not like I'm actually manipulating him into talking. Just making him talk more?" Now all three ponies growled, her response clearly not helping her case. "Ok, ok! I'll change him back!"

"Y'all had better!" Applejack warned. "There's a reason why Big Mac doesn't talk much, Starlight, and it almost got him to lose a leg because of me and him!"

"Big Mac almost lost a leg???" Sora and Ventus asked simultaneously, staring at the farm mare in shock.

Applejack winced as she revealed that little secret, letting out a sigh as she stared at the ground bashfully. "Well, long story short, Big Mac and Ah got in an argument several years back over who would lead the farm better. Ah ended up lyin' to Filthy Rich and Granny, thinkin' that our cider could sell really well at Barnyard Bargains more than just cider season while makin' up excuses, and Big Mac, believe it or not, couldn't shut his mouth to save his life. Ah didn't want to get either Filthy or Granny upset with mah fake promises and lies, so Ah kept makin' up excuses until we wound up in the hospital, tellin' Filthy and Spoiled Rich Granny caught apple blight, carted Big Mac in a gurney to a surgical room, and Granny almost nearly sawed one of his legs off while dressed like a doctor and tryin' to teach everypony how to stop the blight."

After hearing the tall tale, Ventus and Sora looked at each other with pale faces. "Big Mac nearly got his leg hacked off by Granny Smith?" Ventus asked.

"And all because of a false promise to let Filthy Rich sell your cider in his stores?" Sora added, understanding why it was a bad idea for the Apple family to sell cider outside the season since it would spoil quickly after being pressed. "...And Big Mac...really was a talker back then?"

"Eeyup," Applejack said. "That's why Ah'm not so good at lyin', and why Big Mac doesn't speak his mind. Caused the both of us a lot of trouble that day...Good thing ma and pa weren't there when that happened, otherwise they would have grounded us for makin' business without their's or Granny's permission and lyin' to everypony."

"Ok, I have GOT to hear the full story," Sora said. "And Apple Bloom needs to hear this, too. Tonight after dinner."


Starlight has had less and less luck making friends after she fixed Big Macintosh. She and Ventus made their way to Rarity's first, getting some advice from her, which involved making a good first impression. It didn't help that her first impression with all of them wasn't exactly the most pleasant, even if she did get a second chance from everyone. Dressing to impress was an idea, but after getting Starlight's measurements, she said it would take three weeks for her outfit to be made when she only had until tomorrow to make a friend. They left for another try with someone else in Ponyvillle, not without Starlight trying on a hat from the fashionista's clearance bin, only to leave a hole in it with her horn failing to fit it on.

Next was Rainbow Dash, her idea of making a friend easily is by showing how cool she was. That then sparked an idea in the pegasus mare in introducing Starlight to Spitfire, zooming off at first to Cloudsdale, only to fly back when Starlight nor Ventus followed her. Then, Starlight's follow-up question over what a Wonderbolt was shocked Rainbow Dash, which made the teenage pegasus stallion smack himself in the forehead hard since Starlight was too busy taking over a village and wallowing in misery to pay attention to the popular stunt team of daredevil pegasi.

Their next stop was Fluttershy's cottage, the mare having a picnic with her animal companions out in the fields. As she went off to get the food, Angel surprised Ventus when he apparently seemed to like Starlight, nuzzling up against her leg and got his belly rubbed by the unicorn. He never showed this much affection to anyone, not even Fluttershy, and she was his owner. Unfortunately, making an animal friend wasn't what Twilight had in mind for her, so she took her leave with Ventus, the love-struck bunny watching her leave with a goofy grin on his face.

The duo wandered into the park, Starlight starting to slowly panic as time was running out. "I'm still reeling from how Angel acted around you of all ponies. He's a spoiled brat and hates everyone if he doesn't get his way, but he loves you."

"I need to make a friend with a pony, not a bunny," Starlight said. They stopped near the fountain, the unicorn looking down at the water's reflection. "What is happening? If I can't make a friend here in Ponyville, then something is seriously wrong with me."

"No, I don't think that's true," Ventus said. "You want to try to impress others with your magical skills...and you're out of touch with most things outside of the village you took control of...Not to mention that spell you used on Big Mac to force him to talk-"

"I get it!" Starlight interrupted, already getting the point before Ventus reminded her with making Applejack's older brother become an uncontrollable chatterbox. She began to panic now, looking around the park to find any friends to make, but there were too many hanging out together, giving her no opportunity to try to walk up and talk to someone. "Stop stressing," she muttered to herself. "STOP STRESSING!!!!!"

Everyone who heard the stressed out mare turned to look at her. She realized how much of a scene she was causing, grinned awkwardly, then ran off to get away from the embarrassing scene she made. Ventus rolled his eyes and followed her, finding it odd how she and Twilight were so much alike with their stress-induced panic attacks, although Twilight's was far more insane in the past.

"Alright, relax, Starlight," Ventus said. "If you're that stressed out, why don't you head to the spa?"

"The spa?" Ventus pointed over to the nearby building, the tent-like structure the Ponyville Spa owned by the spa twins, Aloe and Lotus. "Hmm...Maybe I could use a spa day. I still feel sore from constantly going from town to town while I was on the run with barely any rest."

"At least you still have a full day until then to find a new friend," Ventus said. "Better to be relaxed when making new friends rather than look like you're about to flip the town upside down over an assignment that's not even all that important like in school."

"You're not going to join me?" Starlight asked.

"I want to get some training done. If I want to take my Mark of Mastery exam some day, I'm going to need it." Ventus turned and walked off, but as he waved his hoof to Starlight, he turned his head back to her. "Oh, and if you see Aqua there, tell her not to spend too much time 'relaxing' at the spa. As much as I like to see her feeling better, seeing her too relaxed is a bit...odd."

"Sure." Both ponies split up, going about their business as Starlight made her way toward the spa and Ventus continued his training elsewhere. As she approached the door, Aqua came out after another spa treatment during her long-needed vacation. "Hey, Aqua."

"Hi, Starlight," Aqua greeted. "What have you been up to?"

"Uhh...freaking out over finding a new friend before tomorrow night," she said. "Twilight's planned a dinner gathering with us, Princess Celestia, and a friend I have to make, but I've been having no luck, and the deadline seems too soon. Ventus suggested some time at the spa would help me relax a bit, so I thought why not...Anything you might recommend?"

"Hmm...I did try out that extra-strength-hot-stone-deep-tissue massage Riku tried when we brought Twilight here. I don't know why he complained about it. My back's never felt so relaxed after that." Starlight winced at the painful sounding massage, steering clear away from that massage treatment despite how relaxed Aqua was. "But, I think you should take a look at what they have and try them for yourself."

"Ok. I guess I'll see you back at the castle," Starlight said.

"Ok. And good luck with the friend hunt." Aqua made her way back to the castle after wishing Starlight luck with her assignment.

Starlight entered the spa, looking over the different spa packages they had to offer before deciding on a simple hooficure and a mud facial mask. There was a calming scent in the air, meant to help relax clients and enjoy their stay while being rejuvenated by the staff, and it was already helping the stressed out unicorn immensely. Starlight let out a content sigh, letting the spa employees tend to her needs as she relaxed in the comfortable lounge table, her vision obscured by cucumber slices while her face was exfoliated by the green mud mask they rubbed on her.

"This was exactly what I needed," she said to herself.

"Tell me about it," a mare behind her said in agreement.

"You ever have one of those days?" Starlight asked the spa patron.

"For me, they're ALL one of those days," the patron responded, making the unicorn giggle, curious about how difficult her life must be to warrant that statement. "I'm going to start coming here every time I visit Ponyville."

"I'm not from here either," Starlight said. "I've been trying to make friends, but it's not easy. They're not saying it, but I think everypony knows about my past." She hesitated for a moment, unsure if her spa buddy was listening to her as she relaxed from whatever treatment she chose. "I may have been a tiny bit...completely and utterly evil?"

"Ponies judge me on my past too." Surprised, Starlight lifted up a cucumber slice and turned to look at the mare behind her.

She couldn't tell what the mare looked like, wearing one of the spa's white robes that covered her whole body, a pink mud mask concealing her face along with a pair of cucumbers over her eyes, and her mane was wrapped in a towel. The only clues she could get from what she looked like was her light blue fur around her head and neck not covered by the mud mask and slight bulge jutting from the towel, which meant the mare was a unicorn.

"Finally, somepony I can relate to," Starlight said aloud, maybe able to finally make her first friend without being judged or feel awkward around.


Back in the castle, Aqua strolled down the halls, her head much clearer and her body much more lax after the past couple weeks. "I really needed this," she said to herself. "How long has it been since I ever truly let myself hang loose and not worry about a thing? Before I met Master Eraqus?" Her gait slowed as her lips curled into a sad frown. Aqua sighed as she thought back to her former master; her father-figure. "...Master..."

She stopped and lifted her hoof, summoning her Keyblade. Now that her own blade had returned, thanks to Terra, Eraqus's Keyblade had been placed in the lounge room, hung up on the wall as a memorial to the deceased Keyblade Master. Aqua had his Keyblade for so long while trapped in the Realm of Darkness, it felt like a part of her and it felt strange to leave it behind now that she had her own back. She still felt like she needed his guidance, even after messing up her first day as a Keyblade Master, and still needed it now.

She shook her head, not knowing if it was possible for Eraqus to return if the same thing could happen to Terra. His heart might have been strong, but she doesn't know what his Nobody would be if it took his form or not. Aqua shook her head, ceasing anymore depressing thoughts before she spiraled back to her constant regrets. Dismissing her Keyblade, she continued down the hall, hearing silverware clinking in the dining room and Twilight talking to herself.

"Soup spoon, salad fork, pasta spoon, strawberry pick," Twilight listed aloud, Aqua walking in to see the posh dinner setup the alicorn made as she set down the last of the utensils. "I'm beginning to think that, after friendship, the greatest magic of all is proper silverware placement!"

"Silverware placement is a greater magic than actual spells?" Aqua asked, making Twilight yelp and nearly knock over her place setting as she turned around.

"Aqua, you nearly made me break the dishes!" Twilight exclaimed as the unicorn laughed. "Seriously, Princess Celestia is coming over tomorrow, and I want to show her I've become an incredible teacher like she has when it comes to friendship!"

"Wasn't she here with Luna a few days ago before you, Rarity, Spike, Sora, Riku, and Kairi went off to the Dragon Lands? Why are you always excited to see Celestia whenever she announces her arrival?" Twilight opened her mouth to retort, but she didn't have time for one when Starlight came running in excitedly.

"Twilight, guess what!? I made a new friend!" she announced.

"That's fantastic news!" Twilight said, knowing her pupil would find somepony to befriend in time.

"She's great!" Starlight said.

"That's good," Aqua commented.

"She's powerful!" Starlight described.

"Powerful?" Twilight questioned, somehow finding the words "great" and "powerful" put together bringing back awful and annoying memories.

"She's-" Starlight was about to say her new friend's name, but her new friend appeared at the doorway, introducing herself just from her presence.

"Hello, princess." Standing there in her signature purple cape and wizard hat adorned with stars was none other than the Great and Powerful Trixie, giving the alicorn a smug grin, having returned to Ponyville once again.

"Trixie!?" Twilight exclaimed.

"You two know each other?" Starlight asked curiously.

"You could say that," the alicorn muttered.

"We've...had our differences," Trixie said as she walked in the room and approached Twilight. "What matters is that Twilight, and Sora, have given me a second chance, and I appreciate it." Twilight continued giving Trixie a blank leer, forcing herself to grin at the forgiveness statement the magician noted. "Speaking of, where is he?"

"Last I saw him, he was out at Sweet Apple Acres," Starlight said. "Kinda don't want to be around there for a while after what I did to Applejack's brother."

"...What did you to to Big Macintosh?" Aqua questioned with a raised brow.

"...I put a spell on him to make him talk a lot because I didn't want to be friends with somepony who just listens while nodding or shaking their head the only method of response," Starlight admitted.

Aqua let out a sigh, shaking her head in exasperation. "Starlight...Really?"

"I took the spell off...right after being given the death stare by Applejack, Sora, and Ventus," the heliotrope unicorn said, feeling utterly ashamed by using magic to make things easier for her to befriend somepony was quiet as Big Mac.

"Anyway, Trixie," Twilight said, changing the topic back to her magician guest, watching Trixie approach the table and fiddle around with the utensils. "What brings you to Ponyville?"

"The Grrrreat and Powerful Trrrrixie has come to perform a new stage show of grand illusion!" Trixie exclaimed dramatically. "I am calling it 'The Humble and Penitent Trixie's Equestrian Apology Tour'!"

"That's...a bit of a mouthful," Aqua commented on the overly long title.

"It's a working title," Trixie reasoned.

"Uhh, Starlight, a word with you for a moment?" Twilight asked, not giving her pupil a response as she dragged Starlight away from Trixie and Aqua. "I know I said to make friends with anypony, but...well, with Trixie's past, and your past, I'm not sure she's the best...first friend."

"But whatever she did to you and...Sora...Wait, what did she do to him?" Starlight asked curiously.

"I'll just say, the second time she was here...She actually managed to almost kill Sora using a dangerous, ancient necklace that gave her the magical power of an alicorn," Twilight summarized, shocking Starlight at the fact Trixie fought Sora and he was the one who lost. "Yeah. She wasn't exactly the nicest pony when she first showed up either."

"Well, despite that, you both forgave her, right?" Starlight asked. Twilight hesitated, tilting her head as she tried to find a response until she just shrugged her shoulders in uncertainty. "And you did say anypony, so I assumed you'd trust me enough to make my own friends the way Princess Celestia trusted you."

Twilight winced at that, but she only wanted to make sure Starlight was making the right friends for her and not someone who was hated by others like Trixie. She knew Celestia had wanted her to make some friends back then, and without her guidance, and wanted Starlight to do the same. What made it difficult was the fact that Starlight became friends with Trixie, a mare who was highly egotistical, boasted about her abilities when they actually paled compared to Starlight's or her own, and only seemed to care more about herself than anyone else. Reluctantly, the alicorn let out a sigh, knowing her student was right about making her own friends.

"You're right. I trust you," Twilight assured. "If you're still hanging out with...Trixie, just make sure you're back in time for dinner tomorrow."

"Thanks, Twilight," Starlight said. "You won't regret it!"

Starlight ran out of the room with Trixie following after her, Twilight already regretting it as she watched them leave. "I hope not..."

She turned back to the table, her eyes bulging out of her head when she saw Aqua levitating a Trixie figurine made out bent silverware from one of the placement sets. "So, this Trixie...She must be pretty full of herself, isn't she?"

Twilight let out an irritated sigh, leering at the surprisingly creative sculpture Trixie made. "Great. Now I need a new set of silverware for tomorrow..."


Starlight and Trixie made their way to the park, where the showmare had decided to build her stage for her magic show. Most of it was already set up, and all that was needed was the decorations and the curtains to be placed. Starlight was pretty curious about what sleight of hoof tricks Trixie knows from her feats of prestidigitation. Even though at the spa, Trixie had told her of her mistakes along with telling her own, she was still reeling back from knowing the magical showpony had used a dangerous relic to take over Ponyville and almost killed Sora with its power. That was another thing they had in common, although Starlight had managed to succeed in killing Sora through changes in the timeline and didn't physically decimate him in combat.

"This magic show is going to be the greatest thing Ponyville's ever seen!" Trixie said excitedly. While continuing building her set, her ears perked up when she heard other ponies as they passed by. Looking over at them, she could see the worried and upset looks on their faces, uttering to each other under their breath about her and the problems she caused. She learned her lesson after the second time, where she was beaten by sheer wits and Twilight's friends pulling off their own magic tricks with each other and Applejack's and Rarity's family. Thankfully, the bystanders went about their way, still talking about her as they left. "Everypony says they'll give you a second chance, but deep down, they never forget."

"That's what I'm worried about," Starlight said, agreeing with her new friend after her earlier talk with Ventus. She heard Trixie sigh, wondering what else has got her down aside from ponies talking about her behind her back. "What is it?"

"I heard what Twilight said about me," Trixie uttered sadly. "She's right, though. I wasn't nice. I'd understand if you don't want to be friends."

"Are you kidding? You're the first pony I've met who has any idea how I feel!" Trixie grinned, elated to know Starlight was willing to continue being her friend after all the stuff she's done to everyone in Ponyville. "You know, Twilight also told me you actually beat Sora in a fight."

"It was a duel, but it wasn't really fair for him since I used the Alicorn Amulet," Trixie admitted. "Somepony as skilled as him bested by a powerless magician by using an ancient, magically powerful necklace to cheat a win wasn't a good idea. I kinda felt bad for leaving him that badly injured."

"Well, if it makes you feel any better, I actually succeeded in killing him," Starlight said, making the azure unicorn's jaw hit the ground in shock. "Several times...without so much as physically touching him by messing with the past to get revenge on him, Twilight, and their friends...Not exactly proud of that since time traveling got me in a lot of trouble."

It took a moment for Trixie to collect herself after hearing that, forcing her hoof to close her mouth as she was too stunned to move her mouth. Once she got over the shocking details, Trixie looked around to make sure no one was around before leaning closer to Starlight.

"Can you keep a secret?" she asked.

"What are friends for?" Starlight answered, vowing to keep Trixie's secret between them.

"All those things I did? I did them because I was jealous of Twilight," Trixie admitted.

"And Sora, too?" Starlight asked.

"Well...not really Sora since he doesn't have magic...Or, use magic like Twilight can, rather, but I hurt him after he humiliated me in front of everypony when I claimed I could cross swords with him better." Trixie shook her head, getting back on topic before she feared encountering Sora again after she pummeled him to near-death with the Alicorn Amulet's power. "But with Twilight, she's the best at everything, and I wanted to beat her in something!"

"You're secret's safe with me," Starlight promised, giving her a warm pat on the shoulder.

"Thanks," Trixie gratefully said. "Hey, you want to help me unpack my wagon?" Starlight nodded, Trixie leading the way as the two new friends made their way down the road to the showmare's wagon trailor/home on wheels. Even though she was doing a magical comeback tour, she didn't want anyone in Ponyville to see her wagon roll into town, not wanting to be shunned by everyone again, or end up running into the two fancolts of hers that gave her trouble with bringing the ursa minor with them. "I spend a lot of time on the road with my wagon, so it might be a tad messy."

"Maybe I can help. I'm pretty good at organizing stuff. Magic props, brainwashed crowds..." Both mares laughed as Starlight could freely make fun of her own mistakes back then and have someone laugh with her about them.

While the unicorns walked down the path, Sora made his way down the path with several buckets of apples, bringing them to the Apple family's little kiosk, taking a shot at being a salespony for the day. Once he set the buckets down and prepared to set the sign on the wooden booth from "Closed" to "Open", he spotted Starlight and Trixie walking down the road. Upon seeing the latter, he blanched, doing a double-take to make sure he wasn't mistaking Trixie for Aqua, but seeing the different shade of blue the magician's coat had and the silver mane, it was definitely Trixie, and Starlight was hanging out with her.

"What in the name of oats and apples?" Sora said in confusion.

Just as he was about to fly over to figure out why Trixie was here, his vision shifted from watching them at the stall to staring at the leaves in a big bush, sharing it with Twilight, who teleported him with her, and Vinyl Scratch, the unicorn DJ not even wondering where she was as music blasted her headphones as she bobbed her head up and down. He couldn't get a word in to Twilight as the alicorn pressed her hoof against his mouth, keeping him quiet while she peeked through the foliage. As Trixie and Starlight began to pass them, Twilight hissed at Starlight to get her attention. She managed to succeed, and when she got close to the bush, Twilight shushed her to keep herself from being seen by Trixie.

Feeling irritated by the alicorn's spying, she turned back to Trixie, who had stopped a few yards away when she noticed her new friend stopped. "Uhh, I'll catch up with you, Trixie. I think I got something in my hoof."

"Sure. The wagon's just around the corner," Trixie said, continuing on her way and disappeared behind the nearby building.

Starlight looked back down at the bush and the creepy stalking alicorn poking her head out. "So, how's it going with your new friend?"

"Great. Thanks for asking in a completely not creepy way," Starlight said sarcastically.

"Wait, what? Friend?" The heliotrope mare yelped when she heard Sora's voice in the bush as well, the stallion pulling himself out of the bush, unsure whether to leer at Twilight for teleporting him beside her in a bush out of nowhere or stare quizzically at Starlight after hearing she and Trixie were friends. "When did you start hanging out with Trixie?"

"Since I met her today at the spa," Starlight said, then looked down at Twilight. "And she's a great friend, although somepony doesn't seem to trust me as much as I thought she did."

"I do, Starlight!" Twilight quickly said. "It's just that, if it doesn't actually work out for any reason, I could introduce you to my friend here."

She waved her hoof beside her, Vinyl still hiding in the bush as Starlight lowered down and blankly stared at the bush, thinking that was the imaginary friend Starlight wanted her to meet. "Nice to meet you."

"I think she was talking about her," Sora said, walking around the other side of the bush and lifted the DJ's head out of the leaves, still unaware what was happening as she listened to her tunes.

"You like music, right?" Twilight asked Starlight. "Vinyl Scratch, or DJ Pon-3 as her stage name, would be a perfect friend for the important dinner tomorrow with Celestia. You know, if you decide to make a last-minute change."

"...So, back at the castle, when you said 'I trust you', you really mean 'I DON'T trust you'," Starlight said irritably.

"Who can say who really said what?" Twilight asked nervously, dodging the trust issue, though failing to do so with how worried her expression was. "I know I can't!" She then looked at Vinyl and Sora, trying to get them to confirm her response despite neither pony being at the castle at that time. "Can you two?"

Vinyl had no idea what was happening as she looked at the princess, shrugging her shoulders before leaving the bush and continued jamming to her music. "Ok. I'm lost," Sora said. "Not judging you, Starlight, but why are you friends with Trixie?"

"Twilight gave me a little assignment in friendship, which involved making a new friend for this dinner she had planned tomorrow," Starlight explained. "Ventus tried to help me out earlier today, but we had no luck, so I stressed out and he proposed I take a spa day to get my mind off tomorrow. By mere coincidence, I shared a room with Trixie, and we ended up talking about our lives, mistakes we made...and revealing to each other how we 'beat you' in our fights."

Sora cringed, still able to feel how sore his entire body was after getting magically pummeled by Trixie and the Alicorn Amulet. "...I...I see...Well, Trixie's not so bad now after Twilight tricked her into taking off that cursed necklace, I guess. What brings her back to Ponyville anyway?"

"A magic tour she calls 'The Humble and Penitent Trixie's Equestrian Apology Tour'," Starlight said.

"Wow. What a mouthful," Sora commented.

"She says it's a working title," Starlight said.

"Look, Starlight, I'm just trying to look out for you," Twilight said, getting back on the topic of Starlight's friendship with Trixie.

"I appreciate it, Twilight, but you're wrong about Trixie," Starlight argued. "She's just like me. We have a real connection."

"That's what I'm afraid of..." Twilight looked around, spotting Derpy flying overhead. "Oh! What about her!?"

Overhearing them, Derpy looked down at them as she still flew, waving to them while not paying attention to where she was going, heading straight for a hanging sign on the building Trixie walked behind. "Derpy, watch out for that-!" Sora's warning was too late as the gray pegasus mare smacked her head against it, falling to the ground in a daze. "-...sign."

"I'm ok!" Derpy said. "That sign came out of nowhere."

Knowing the ditsy pegasus was ok, Starlight looked back at Twilight, growing more and more frustrated with her meddling. "Twilight, please! I know you're trying to help me, but I need to make friends on my own if I'm going to be a better pony."

"But do you really think Trixie's the one to help you with that?" Starlight was about to continue following Trixie as Twilight asked that, making her freeze and look back at her mentor, utterly appalled and hurt by her complete lack of trust now.

"Wow. Trixie was right," Starlight uttered. "You're not really giving her a second chance. I wonder what that says about how you feel about me."

She nearly broke down in tears, but Starlight sucked them up and turned away, running off to find Trixie. Sora was a bit shocked with Twilight, not having any faith in Starlight while she was the first between the two of them to try to reason with her after knowing why she was bitter toward them and cutie marks during their time traveling escapade. Ignoring the look Sora gave her, Twilight looked around desperately for another new friend for Starlight to make, finding Cranky sitting on a bench while being as grumpy as he usually is. Some birds were eating some popcorn he had on him, though one of them took a liking to his orange wig given to him by Steven Magnet, snatching it off his bald head, surprising him for a moment before he grumbled at the loss of another wig.

"Oh! Now he'd be perfect!" Twilight exclaimed, making Starlight groan in irritation as she looked back, then left behind the building to resume making her way to Trixie.

"Twilight, cut it out!" Sora exclaimed, finally having enough of the alicorn's shenanigans, pulling her out of the bushes. "You're not helping matters by trying to force Starlight to pick someone else."

"But it's with Trixie!" Twilight reasoned. "You know what she did to us! To Ponyville! The Alicorn Amulet and the ursa minor!"

"Ok, the giant, living bear constellation was Snips and Snails fault, even if Trixie made up stories just to entertain them with her 'magical feats'," Sora countered. "And yes, the second time she came back with that amulet, she kicked my butt, but most of that fight was mostly due to that necklace giving her so much power and fueled her desire to get revenge. You tricked her with everyone's help, and made her realize how dumb she's been acting. Maybe Trixie does want to show she's not an arrogant showoff...well, less arrogant than usual, and prove to us that she's not going to cause anymore trouble. Kind of like Starlight?"

"B-But...But she..." Twilight stammered, trying to make up an excuse as to why Trixie wasn't a good friend for Starlight. Out of the two of them, Starlight the one who should have been less trustworthy than Trixie after brainwashing the ponies of Our Town into giving up their cutie marks and changing the past to affect the future with several dark outcomes. But at least with Starlight, they knew why she was so upset with them and everyone else, and they knew nothing about Trixie before meeting her during her first show in Ponyville years ago. "I...I just...don't want her to choose the wrong friends..."

"There's a little something I heard once: You can pick your friends, you can pick your nose, but you can't pick your friend's nose." Twilight cringed at the awkward metaphor, never once in her life hearing a phrase like that. Seeing that she wasn't getting it, Sora summarized it for her. "Whoever you hang out with is your business, but you can't butt into Starlight's and who she wants to be friends with. You can't just pick friends for someone and think they'll hit it off immediately."

"W-Well...you did the same thing to me when I first came to Ponyville," Twilight argued. "You tried to make me become friends with the girls while I oversaw everything for the Summer Sun Celebration that year."

"I guided you to where you needed to go while showing you around the town," Sora countered. "I introduced you to them, but I didn't force them to be your friends. You realized how much they meant to you and accepted them, and me, as friends while searching for the Elements of Harmony." Despite wanting to argue further and prove how wrong Sora was, Twilight couldn't find a response and failed to think of any other excuse. He was friendly toward her and lead her to the locations where she needed to go to check on the preparations, and despite Celestia's message to her along with denying her theory of Nightmare Moon's return, she only discovered the meaning of friendship after seeing how her friends' Elements were able to help them progress to the Castle of the Two Sisters. "I rest my case. Let Starlight make her own friends, even if it's someone like Trixie. She's relatively harmless...Unless she's hiding another cursed artifact, then we should be scared for our lives."

Twilight sighed, her slumping her shoulders and hanging her head a sign for Sora showing she got the message. He returned back to his post at the stand, finally opening it up as a line of ponies waited to buy some delicious Sweet Apple Acres apples. Even though Twilight understood, she still didn't believe Trixie would be a good first friend Starlight should make. She suddenly got an idea, teleporting back to the castle to prepare for tomorrow.


Starlight helped Trixie unpack her magic gear from her wagon, looking like the same one she used before the ursa minor smashed it that year. While Starlight used her magic to easily carry a few things, Trixie dragged her suitcases of props physically out of her wagon.

"Hey, Trixie, I've been thinking," Starlight said, subconsciously setting up some of Trixie's props for her show. "You said Twilight was better than you at everything, but I don't think that's true. You're better at magic."

"Only when I'm wearing a soul-sucking evil amulet, so I don't think that counts," Trixie said begrudgingly.

"I meant stage magic," Starlight corrected herself.

"Well, of course!" Trixie boasted. "Great? Yes. Powerful? Obviously. But I'm not the best. As great and powerful as I am, there's one trick I've never been able to do: the Moonshot Manticore Mouth Dive!" Trixie pulled out an old book, flipping open the pages to show Starlight several black and white pictures of a stallion doing a bunch of dangerous magical tricks. There were a couple pictures where one showed him locked up in chains, then suddenly freed in the next, some where he was seen catching an arrow with his teeth as an assistant of his shot him with a bow, and the last one showed the trick Trixie mentioned: firing himself out of a cannon, into the mouth of a tamed manticore, and suddenly reappearing in a black box on the stage, bowing to the crowd as it fell apart to reveal him safe and uneaten. "Only one magician has ever pulled it off; my hero, Hoofdini!

"For this trick, you're supposed to blast yourself into the open mouth of a hungry manticore! After the manticore chews you up and swallows you, you magically step out of a box on the other side of the stage! Completely unharmed!" Trixie pointed at the similar box Hoofdini used that Starlight had taken out earlier.

"Wow..." Starlight uttered in awe. "That sounds very..."

"Dangerous?" Trixie asked.

"I was going to say cool!" Starlight said excitedly.

"I knew I liked you for a reason," Trixie said, both mares sharing a hoof bump. "I don't know how he did it. If I tried it, I'm sure to get chewed and swallowed by a manticore..."

Starlight rubbed her chin in thought until she found the solution. "Not if you could use real magic."

"Well, obviously," Trixie said in annoyance. "Way to rub it in."

"No, I mean, I can help!" Starlight stated. "You could start the trick, and right before you get chewed up, I could use my magic to save you-" Lighting up her horn, Starlight surrounded Trixie in her magical aura, then teleported her inside the box after opening it up. "-and make you appear in the black box!"

Trixie thought about Starlight's magic assisting her in this dangerous trick. "Hmm...I guess that would work...But if you made one mistake, I'd be a goner."

"When it comes to magic, I don't make mistakes," Starlight gloated with a laugh. "Maybe I can be your...magic show helper pony!"

"We call it 'assistant' in the magician biz," Trixie corrected her friend, her grin turning from smug at Starlight's description of an assistant to genuine as she offered to help her and her act. "And, nopony's offered to help before."

"I'd be honored," Starlight said.

"Starlight, you may have just made my great and powerful magic show even better!" Trixie said excitedly. She levitated a poster from her wagon, unfurling it to show Starlight what was on it. It showed the magician in her cloak, holding a crystal ball as she looked confidently out to the public, a pair of eyes staring along with her in the black background behind the mare. The long title of Trixie's tour was written underneath, along with the words "Working title" in parentheses. "I didn't think it would be possible! We are going to blow everypony away tomorrow night!"

Starlight groaned, remembering the dinner Twilight planned tomorrow. "I can't. Tomorrow night's this incredibly important dinner with Twilight." Disappointed, Trixie rolled up her poster, putting it back inside her wagon since her show might be cancelled without her assistant. "...Can I vent for a minute?" Starlight asked, her new friend nodding and allow her to let out her frustrations. "Even after Twilight says she trusts me, she clearly doesn't trust me enough to choose my own friends...I guess you were right. No second chances."

Trixie let out a scoff, not even fazed by the alicorn's thoughts for what Starlight was allowed to do. "I wish I could say I was surprised. Well, lucky for 'Princess Twilight', I have my magic show tomorrow night. If you have to go to the dinner, I completely understand." Trixie made her way over to her props, sounding upset as she sighed sadly. "I just hope I find a way to survive the Moonshot Manticore Mouth Dive without my new assistant..."

Starlight was now completely trapped between a rock and a hard place. There was the important dinner Twilight wanted her to be at to meet with Celestia and help her prove how good of a teacher is, but then there was Trixie, the first pony who didn't judge her for her past like most of the others had, and she wanted to help her perform the most dangerous magic trick in Equestrian history. She had a feeling Trixie was trying to guilt-trip her, though after Twilight's distrust toward her in making friends on her own, her options began weighing heavily over to her new friend than the alicorn who was willing to give her a second chance after discovering the truth. She made a decision, though she only hoped she chose the right one by tomorrow afternoon.


The next day, Ventus sprinted through Ponyville, continuing his training while waiting for some action from the Heartless in the other worlds. So far, nothing seemed to be wrong from the worlds shown on the Galactic Map, so he decided to do some laps on foot around town, leaping and swerving around ponies and vendors as obstacles. After several minutes, he skid to a halt in the middle of the marketplace, stopping right in front of Sora as he manned the Apples' kiosk again.

"And that's a world record run!" Sora cheered, getting an odd look from the younger pegasus. Sora slumped against the booth, his excitement turning to boredom as he blew a puff of air up against his spiky bangs. "Actually, I'm bored. I don't know how vendors can stand it sitting in one spot and wait for customers to buy their stuff...Note to self: do not be like a Moogle...Kupo."

"Yeah, you're not one to just sit still and do nothing," Ventus commented before smirking at him. "Good thing I'm not you."

"Ha ha ha. Shut up," Sora grumbled, tapping his hoof impatiently against the wood. "I'd rather be in the orchard picking apples right now. Or train with Riku."

As the Keyblade wielder moaned in misery, Ventus looked around, tossing a couple bits on the wooden counter and helping himself to an apple. He took a bite, but paused in his chewing as he spotted a poster on one of the buildings, recognizing a certain blue mare who caused some mischief in the past. He approached it and took it down to get a better look, making his way back to Sora as he read the title of the show.

"Trixie's back?" Ventus asked. "And 'The Humble and Penitent Trixie's Equestrian Apology Tour'? Could she come up with a longer, more egotistical title for her show?"

"Don't tempt her," Sora warned. "She was here yesterday. And Starlight, ironically, met her yesterday, too, and those two are friends."

"Wow. Seriously?" Ventus looked down at the poster again, a little surprised to know Starlight had found her first new friend, though the odds of it being Trixie as her new friend seemed to blow his expectations. "Well, at least Trixie's harmless...sort of. Does Twilight know?"

"Yeah, but she's been trying to force Starlight to find another new friend," Sora said. "We both know Trixie did a lot of stupid things, even winning against me in a far more deadly duel with that Alicorn Amulet, but all she was was a nuisance."

"Boastful, arrogant, thinking she's great at everything when it's all just an act," Ventus listed. "Starlight was considered a villain, but Trixie's just an annoying attention-getter, where it's bad to the point where she believes she's 'great and powerful'...Kinda interested to see what magic stunts she'll show off this time."

"And hopefully no made up tales of defeating something dangerous like a dragon." Both stallions looked down the road as they heard two colts rambling about Trixie's show. Snips and Snails, the same bumbling foals who idolized the magician and brought the ursa minor into Ponyville after hearing her vanquish one, desperate to get a live viewing of that same false feat. They both gave each other deadpanned stares, shaking their heads at their clueless minds and short attention spans. "We're also going to make sure those two don't bring an actual dragon here and cause more trouble."

"You got that right," Ventus agreed, chomping down on his apple as they both watched Snips and Snails carefully, the two colts arguing over what their former idol would do to impress everyone.


Later that evening, in the dining room of the castle, Twilight and Celestia waited impatiently for what seemed like hours for Starlight to arrive. The food was already getting cold, and the unicorn ice sculpture was already beginning to melt as it rested in the center of the room. Twilight giggled nervously as Celestia looked around the room, utterly bored out of her mind.

"Starlight Glimmer should be here any minute," Twilight said, continuing laughing nervously as she silently prayed Starlight would show up at any moment. "...Any minute now..." Still no sign of Twilight's pupil, Celestia levitated a fork, finding it more interesting than the silent atmosphere of this dinner. "Uhh, how about I introduce you to everyone? Our friendship lessons are going well! And she made three new friends!" Sitting on the other end of the table were Cranky, Vinyl, and Derpy, the ditsy pegasus mare waving at them with her mouth full of muffins, and the old, cranky donkey's wig still in the bird's mouth who stole it from him standing on his bald head. "I don't know where she would have learned that!"

"Starlight Glimmer?" Cranky questioned. "I thought you said nosehair trimmers."

"...I have no idea why we're here," Vinyl said, moving her headphones off her head. "And I'm kinda hungry."

"Muffin?" Derpy asked, passing one to the DJ, who gladly snatched one and munched it down.

"Well, I'm starving, and want a meal!" Cranky insisted irritably, slamming his hooves down on the table. "And my nose is too hairy."

"...Ha ha ha ha, Cranky Doodle! You're so funny!" Twilight exclaimed, trying to be sarcastic and keep Celestia entertained despite her nerves about to make break her into a psychotic wreak. "Uhh, if you'll excuse me, I'm just gonna go check the kitchen. Maybe she got lost in the...artichokes!" The lavender alicorn quickly left the room, but instead of heading to the kitchen, she ran out and searched around Ponyville, having a good feeling Starlight was out with Trixie. She tried calling out for her, but most of the town was somewhat empty as she saw some ponies making their way to the park, spotting the large stage that was surely Trixie's. She even saw most of her friends gathered in front of it, waiting for the show to start. "Trixie..."

As she made her way down to the side of the stage to confront the magician, she overheard the others commenting the long title of Trixie's tour, Trixie poking her head out from the curtains and told them it was a working title. Sora and Ventus noticed the alicorn as they stood in the crowd, spotting the irritated look on her face. The two pegasi made their way past everyone to catch up with her as they overheard Trixie and Starlight talking backstage.

"This is gonna be the greatest night of my life!" Trixie squealed excitedly, wincing as she looked back at Starlight. "Sorry. Our lives."

"I'm so glad we're not at that boring dinner," Starlight said with a sigh of relief.

"Excuse me?" Twilight startled Starlight, her student wincing as she turned to face her teacher glaring at her like a mother being cross with her child after witnessing them doing something without her permission. "You just decided to skip our dinner without telling me? Are you even aware that, at this very moment, Princess Celestia is waiting for you at a table with exquisite silverware placement!?"

"Y-Yes, but-" Starlight wasn't given a chance to respond as Twilight interrupted her.

"This is exactly why I didn't want you to make friends with Trixie!" Twilight scolded.

"Aha! You still don't trust me!" Trixie exclaimed. Twilight growled, but Sora and Ventus quickly intervened, holding the alicorn back before she did something she'll regret. "But guess what, 'princess'? It doesn't matter if you want to give me a second chance or not. Starlight had to choose between you and me, and she chose me! Your pupil chose me, so HA! I win!"

Twilight stopped struggling, staring at Trixie in confusion at her "winning" Starlight over her, even baffling Sora and Ventus with her claim. Starlight raised a brow at her friend, just as confused as the other three ponies in the room.

"You win?" Starlight asked, unaware of the smug grin Trixie had on her face as she boasted her victory in Twilight's face. "...That sounded like you just made friends with me to beat Twilight."

"Exactly!" Trixie admitted, and without any hesitation. Starlight's heart plummeted, her first friend she ever made on her own basically lied to her about their friendship, and she used her just to win something over Twilight. Sora, Ventus, and Twilight saw the pained look of sadness on Starlight's face, unable to believe Trixie would do something that low, even after the worst things she's ever done in the past. Trixie suddenly realized what she just said, looking back at the depressed unicorn as she tried to backpedal on her own words. "Wait! I didn't mean that! I just got caught in the moment. I like you, Starlight. Beating Twilight is just a bonus."

Starlight felt even more depressed as tears streamed down her face, staring at her supposed friend with an unbearable pain of betrayal. And she was actually betrayed by someone she liked this time. The others jaws dropped while Trixie slapped her hoof against her big mouth, immediately regretting what she said, her poor choice in reasoning definitely not helping her, or Starlight, at all.

"...I should have known," Starlight uttered, leering at Trixie. She should have listened to Twilight, but she didn't, and now she was left with no new friends to be proud of making on her own, believing no one in all of Equestria will ever give her a chance at all. "Nopony else in Ponyville wanted to be my friend. Why would you?"

Starlight ran off sobbing, going anywhere but near the unicorn she thought was her friend. "Starlight, wait, it's not like that!" Trixie called out as she tried to chase after her, but she slowed to a halt, watching her disappear down the road. "I am your friend..."

"Wow, Trixie," Sora uttered. She looked back at him, a look of remorse on her face, but Sora, Twilight, and Ventus glared at her after being that heartless toward Starlight. "Just...wow."

Sora shook his head, then flew off to hunt down Starlight and try to calm her down. "Well, Trixie, you won," Twilight said in contempt. "I hope you're happy."

Trixie looked back down the road where she saw Starlight run, feeling the exact opposite of what Twilight expected. "Looks like the Great and Powerful Trixie is back to a solo show," she uttered miserably. As she struggled not to break down in front of Twilight and Ventus, they both looked at each other, wondering what the azure unicorn meant. Trying to compose herself, Trixie tried to play it off like she was now fine, though the tears in her eyes and cracking voice proved otherwise. "Which is exactly the way she likes it! Thank you, Princess Twilight, for getting rid of that annoying pony who wanted to be my first friend!"

"Wait, what?" Ventus questioned, he and Twilight stepping out of Trixie's way as she walked past them.

"I am not sad at all!" Trixie continued, choking back a sob. "I definitely don't feel as if my heart is breaking into a million pieces!"

She disappeared backstage, closing the curtains to keep prying eyes from seeing what was hidden. Twilight was a bit shocked, now feeling guilty for not only upsetting Starlight, but Trixie as well. Even the showmare had never had a friend in her life until now, though that was ruined because of her grudge toward the mare who bested her with magic and wanted to beat her at something just to get a one-up on her.

"She had no friends growing up?" Ventus asked himself. "...Just like Starlight..."

"...I shouldn't have meddled with Starlight and Trixie's friendship," Twilight uttered, sighing guiltily as she trudged forward to find Starlight and apologize with Ventus following behind her.


At the top of a hill overlooking the stage, Starlight laid on the grass as she cried her eyes out. The pain in her heart wasn't as bad as fearing how Sunburst would react to her past actions, but it felt close enough, her first friend lying to her all this time after meeting her in the spa yesterday. Sora found her and hovered down beside her, pitying the poor mare as he gently rubbed her back.

"I'm really sorry, Starlight," he said. "Maybe Trixie really wasn't the best first friend to make after all." She looked at him, whimpering sadly before sitting up and burying her face against his chest. Sora held the depressed mare, patting her back as she sobbed. "I thought she gave up on getting revenge, if only for something that small, but I guess not...Probably would have been easier for you if I asked Donald or Goofy to come by so you could hang out with them."

"I'm supposed to find a friend on my own," Starlight argued, sniffling every once in a while as her tears stained Sora's jacket. "I can't be friends with somepony you're already friends with. It'd be cheating."

Sora grew silent and muttered to himself, knowing full well Starlight was going to stick with Twilight's lessons in friendship. And she was right: she needed to learn to make friends with others by herself. Starlight managed to calm down a little, but tears still rolled down her face as she looked down at Trixie's stage. She had no idea why she didn't run back to the castle and hide in her room, but a part of her wanted to stay, wishing Trixie never meant what she said and they could still be friends.

The show was about to start as the curtains rose, revealing the Great, Powerful, and Miserable Trixie, her face showing no signs of enthusiasm for the show she was going to perform. "Come one, come all. Come see the Pathetic and Friendless Trixie's 'Way-To-Go-Dum-Dum-You-Really-Messed-It-Up-This-Time Repentence Tour'." The audience murmured in confusion, thinking it was supposed to be a differently titled tour, irritating Trixie with the overly-long name she failed to shorten. "IT'S A WORKING TITLE!!!!!" Trixie shouted, silencing the ponies as she let out an annoyed, but depressed sigh as she continued on with her show. "Behold, your fears come true. A pony-eating manticore."

From underneath the stage and rising up to the floor was a manticore, a collar around its neck tied to a chain, showing it was tamed, though it let out a roar that startled everyone at the dangerous beast before them. "What kind of trick involves a manticore?" Sora asked, though Starlight didn't answer, looking down at the ground and not at the mare who used her.

"For tonight, the Great and Powerful Trixie will be performing the Moonshot Manticore Mouth Dive," Trixie continued with as little enthusiasm as her depressed mood allowed, the audience gasping in horror at the dangerous stunt. "Now, now, save your gasps for when I defy the beast's jaws of doom and appear inside this black box." She then dragged the black box from stage right with her magic, revealing its empty contents to show there was no possible secret compartments for her to pop up in if the unicorn used a doll of herself as the dummy to be shot out of the cannon. Her bored gaze turned to sadness as she continued. "I was supposed to perform this trick with my great and powerful assistant, who was also my great and powerful friend."

Starlight didn't know whether to believe Trixie or just ignore her, the magician stepping off the stage and making her way to the cannon set up for her deadly magic trick. "'Was' definitely with a lot of emphasis," Starlight mumbled.

Twilight and Ventus found them as they climbed up the hill, the alicorn sitting beside her student with Sora. "Starlight, when I first came to Ponyville, Princess Celestia gave me room to make my own decisions and my own friends," Twilight said. "I need to give you that same freedom. I shouldn't have tried to pick and choose your friends for you, a lesson someone with more knowledge about friendship than even I know taught me yesterday, but slipped past my head." She looked at Sora, keeping the intellectual, yet disgusting metaphor to memory while refraining from repeating it to avoid saying the awkward phrase in front of Starlight. "Just like me, you have to make your own decisions and your own friends."

Starlight looked down, watching Trixie approach the cannon that wasn't too far from where they were. She exchanged her wizard cap for a helmet after climbing inside the barrel, at least wearing protection in case her aim was off and she ended up crashing elsewhere.

"But...what if Trixie really was using me just to one-up you?" Starlight asked, fearing having her heart torn apart like that again.

"She's not the kind of pony who likes to express her emotions and has an ego that rivals Rainbow Dash's," Ventus said. "But after she upset you with her big mouth and pride, she felt bad and practically told us you were the first friend she's ever made in her life."

"Huh!?" Sora exclaimed, shifting his gaze to Trixie as she aimed her cannon to the manticore and back to Ventus. "What!? Trixie...had no friends growing up?...She was like Starlight??? I find that hard to believe."

"She said she was back to being a solo show, so I think it's clear she's been doing her magic shows on her own, no one to help her with her tricks or anything," Ventus said. "And Twilight's right, Starlight. We have no right to judge who you're friends with. And if Trixie was being honest and is truly sorry, it's all up to you to decide."

Starlight was afraid to choose, which was just as bad as picking who she was supposed to be with tonight yesterday. Only instead of disappointing Twilight or Trixie, she had to choose between letting Trixie go and have her get eaten alive by a manticore, or give her another chance for their friendship and save her from being eaten. She didn't have much time to think it over as the magician lit the fuse on her cannon, swallowing the lump in her throat as she began to regret doing something so crazy, but Trixie had an audience to entertain, and heartbroken or not, she had a job to do.

"Starlight, if you're out there and you still want to be friends, let's be great and powerful together!" Trixie called out, and Starlight did hear her, sounding sincerely sorry for making her think she was using her just to get under Twilight's skin. "...Please?"

The fuse ran out and set off the cannon, sending Trixie flying over the crowd and toward the manticore, its mouth wide open and ready to catch her. She screamed in fright and covered her eyes with her hooves, the ponies gasping in anticipation as they helplessly watched. Starlight made up her mind, teleporting down closer to the stage, and right as the manticore caught Trixie and swallowed her whole, she teleported her into the box while the crowd screamed in horror. The inside of the box flashed, then fell apart as it revealed Trixie, slightly burnt from the teleportation, wearing her wizard cap again, and staggered slightly.

"Behold, the Peat and Growerful Triskie..." Trixie fell over on her side, her head spinning as she recovered from the sudden wave of dizziness. Everyone cheered as she pulled off the deadly trick, definitely a better show than her first when she wasn't boasting about her talents or making up stories. Starlight ran up on stage and helped Trixie back up on her hooves, the azure unicorn shaking her head from her dizziness and looked at Starlight. Trixie was surprised to see her and her magic saving her at the last minute, Starlight giving Trixie a wink as she waved her hoof to the crowd to applaud for the magician. Trixie was glad to have Starlight back after their fight, though apologies would have to wait until their show was done as she looked back out to the audience. "And now, I'm proud to introduce my great and powerful assistant!" She then looked back at Starlight, her next words only for her to hear. "And best friend." She looked back at the crowd and brought their attention to her great and powerful assistant. "Starlight Glimmer!"

The ponies cheered as the mares took a bow, even the manticore joined the performers in a bow as well. The rest of the show's routine went without any hitches, Starlight assisting Trixie with her prestidigitation, wowing everyone as the magician showed them the new and improved Trixie. Sora, Twilight, and Ventus continued watching from the hill, happy to see Starlight and Trixie were friends again, even if the lavender alicorn though it was still a pretty bad choice for her pupil. But, she kept her thoughts to herself, and as the show neared its end, she flew over to the side of the stage to personally apologize for somewhat being the cause of Starlight and Trixie's friendship breaking up.

Now that the show was over and everyone in the crowd dispersed back to their homes, Twilight stopped as she heard Trixie and Starlight talk backstage. "Starlight, I'm really sorry about what I said," Trixie apologized. "I really was caught up in the moment and I wasn't thinking before I spoke. You're the only pony who ever became my friend, and understood me more than anypony else. I would never abuse your feelings for my own selfish gains because you really are my friend...Can you forgive me?"

"Are you actually done trying to find something to one-up Twilight though?" Starlight asked, Trixie nodding her head in response. "Anything with Sora you wish to show him up with as well?"

"No. If he went all out on me, I probably would have suffered worse without the Alicorn Amulet," Trixie said.

"...Then, I guess I can forgive you," Starlight said, both mares giving each other a hug and made up.

Twilight walked in, feeling proud for Starlight and her new friend. "Trixie?"

The showmare looked over at the princess, giving her a spiteful glare, the sarcastic tone from her scolding earlier still burning in her ears. "What do you want?"

"I was wrong, and I'm sorry for not trusting you and giving you another chance," Twilight said, surprising Trixie from the apology she was given. "And I've got to hand it to you. I could never have pulled off a trick like that."

"Thank you...princess," Trixie said, being grateful for the first time to Twilight since her last departure, taking off her hat and bowed her head to her.

Starlight was happy to see Twilight give Trixie her actual second chance. "Well, I don't know about you two, but all this emotional madness and that show has made me hungry. Who wants to order out?"

"I could definitely go for something after waiting so long for-" Twilight gasped, suddenly remembering why she wanted to find Starlight in the first place. "Princess Celestia! The dinner!"


Celestia stared blankly into space, still waiting for Twilight to bring Starlight with Cranky, Vinyl, and Derpy. The ice sculpture was already half-melted, most of the body dripped away as the legs and tail remained on what little torso was left. Despite taking some time away from her subjects for this dinner, she actually wanted to hear nobles whine and argue over trivial matters just to appease the unbearable boredom, or something dangerous rampage through Ponyville to deal with it.

"How do you get your hair to do that all the time?" Cranky asked, both out of curiosity and envy of the alicorn's constantly flowing mane and tail.

Celestia let out a groan, being asked that question for the umpteenth time in her life. "I think dinner is over," she said, standing up and stretching her sleeping limbs. "It was nice meeting you all. Have a good evening, and be safe getting back home." After wishing Twilight's guests a good night, Celestia teleported herself back to her chambers back in Canterlot Castle. Now no longer in the presence of her subjects, she let out a heavy sigh and slumped over, using her magic to take off her regalia, placing them neatly in her cabinet where her other royal dresses were hung. "I adore Twilight dearly, but my goodness, she tries to impress me way too much. She's a princess like myself, Luna, and Cadence, and yet she keeps me on a pedestal like every other pony who looks at me.

"And after waiting for them to return, I am starving." With no concern for her lack of royal accessories adorning her figure, Celestia walked out of her room and made her way to the kitchen to sneak herself a snack to fill her empty stomach. "I hope there's some cake hiding about. If there's a triple-layered one, I'm scarfing down the whole thing right on the spot."

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