• Published 18th Aug 2016
  • 1,530 Views, 32 Comments

Pony la Pony: Shattered Lives - Flash Notion

Fusion Fic with Kill la Kill. Replaces EQG 1 chronologically. When Twilight chases a thief through Starswirl's mirror, she finds herself in a world without friendship, with new rules of magic. Will she succeed in recovering her Element of Harmony?

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Episode 2: What Lies Within

Twilight Sparkle slowly stood up on the destroyed stage. The assembled ponies of Canterlot High watched with bated breath. But Twilight had eyes only for one. Princess Cadenza stood behind her Elite Four commanders, atop the school's highest tower. A strong breeze blew over the mountain top.

Twilight bucked the megaphone she knew was behind her forwards, and caught it in her magic. She would have caught it in her hoof to save energy, but it was occupied with holding her sword. She pointed it up at the princess, golden filigree gleaming. “This blade,” she announced, “Is only half a weapon. The other half was stolen from me. And now, I'd like you to tell me... who the pony is that did it!” Twilight's voice turned into a growl. “Mi Amore Cadenza.

The two alicorns stared at one another for a long moment, manes and tails tossing in the wind. Cadenza's calm was the only reason that her companions- particularly Rainbow Dash- did not tear Twilight to shreds. None of them were able to see just how fragile that calm was. “Your name is Twilight Sparkle, yes?” she said at last. Then, with more conviction: “Then that sword must actually be one of the Elements of Harmony.”

Twilight faltered. Everything she'd learned so far of this world said that harmony magic was virtually unknown. The Elements themselves didn't even appear in the stories of the two sisters! She managed to catch the megaphone in her magic before it hit the floor, though barely. “H-how do you know that?” she asked Cadenza. Suddenly, a wave of pain and exhaustion flooded through her. Twilight crumpled towards the floor, leaning on her blade for support. The megaphone actually clattered away this time. “Now what?”

You've used up too much magic, a voice whispered in her ear. The same voice Twilight had heard in the secret basement.

“I thought you wanted magic?” Twilight whispered through grit teeth.

I require it, yes. But with all I have taken, you will lose consciousness in approximately four and one-half minutes.

“Why didn't you say something earlier!” Twilight hissed. “It'll be hard enough to get out of here without using magic. Can't we just teleport?”

Her crystalline armor shuddered. Unfortunately, that much effort would likely kill you.

“Fine,” she grumbled. “Then we find another way.” On one side of the stage, she spied a lever. Why it was there, she wasn't sure. But if it did what she thought...

Cadenza had observed the one-sided conversation without a word. But a slight hint of a smirk crossed her muzzle.

Twilight turned her attention upwards and tossed off a jaunty salute with her sword. “Until next time,” she smiled, trying to pass it off as confidence. “We'll finish it then!” Hoping she'd guessed correctly, Twilight grabbed up the remains of her traveling cloak, shredded in the fight against Bulk Biceps, and twirled it above her. She dropped the cloth and yanked the level.

The ponies all gasped as the cloak floated down to the stage, apparently nothing underneath. The murmurs began. Somehow, Twilight Sparkle had disappeared.

“Find her!” a one-stone called out, and the ponies began a shoving match trying to search.

“There!” another pointed. The crowd turned to see Twilight sneaking along the wall, towards the exit. The alicorn paused for only a moment, then ran. That trapdoor trick didn't work for long.

Behind her, she heard Rainbow Dash snap, “After her! She's getting away!”

But before the pegasus could fly off, Cadenza slammed her hoof down. The Clack! echoed across the courtyard. “Don't bother,” she said. “She'll be back soon enough.”

“But- but your highness-”

“Leave her be!” Cadenza spread her wings, bathing the ponies below in radiant pink light. “We have other matters to attend to.”

Rainbow shielded her eyes from the glare, but nodded. “As you wish, Princess.”

Princess Cadenza sighed as she sank into her padded throne. Relaxation, at last. Sitting alone in the dark, she pondered what had just transpired. It was... unexpected. Intrusive to her plans. But not unusable.

She would have to move swiftly, of course. Things at CHS might get tricky for a while, and there was every possibility for her to fail. But what's life without risk? she thought, smiling.

Her dragon waddled in from the kitchen, pushing an adorably small cart. “Your tea, Princess Cadenza!” he announced. “Sorry, it's a little hot.” He poured her a cup of the simmering liquid, which she sipped carefully. Finding it to her liking, the princess leaned back once more.

“So,” she murmured out loud. “The new filly has an Element.” The smile turned into a smug smirk, for it was not Twilight's sword she was thinking of...

Pony la Pony
Chapter 2: What Lies Within

The evening train hissed to a stop in Canterlot's lowest district. Having traversed the city twice now, the conductor was fed up with waiting for one of the passengers to get off. To no one's protests, he picked the strange mare up by her wings- Wait, is she an alicorn? No, that's impossible! I must be tired.- and threw her onto the ground. She lay there, unconscious or dead, he didn't care which. “All aboard!” he called, just in case anyone else wanted to make his last hour on the clock miserable. No one appeared, so he shrugged and motioned for the engineer to restart moving.

Minutes later, a filly wandered out of the dilapidated buildings. She spied Twilight's unconscious body and scurried over. “Holy frijoles,” Dinky muttered. She hesitated a moment, then grabbed hold of the larger mare and began pulling her away. And if her hoof happened to slide into Twilight's saddlebag and come out with a coin pouch, well, that was just payment for a good deed.

Twilight slowly opened her eyes. Everything was fuzzy- what did she do last night? Had she gotten fed up with Rainbow and Pinkie's begging, and let them take her out again? Oh, she hoped not. She did not want to be rushing to the toilet every five minutes.

Muffled voices filtered into her ears.

“-You thinking? We can't just keep her here!”

“No pony's going to come looking for her in this part of town. Besides, if I left her somepony else would've hurt her or something.”

Twilight moaned. Her whole body felt like one giant bruise.

“I think she's coming around,” one of the voices said. A hoof touched her shoulder, which felt like a branding iron. “Twilight? Are you okay?”

Twilight jerked away from the pain, only to feel it worse from the sudden movement. Forcing it down, she scrambled to her hooves and swept her wings to the sides. Blankets and pillows flew. She lashed out at the nearest pony, knocking him on his haunches. The others backed away. “Where am I?” she demanded. “What's going on? Spike!” she called for her number one assistant. “Spike!”

“Twilight!” one of the ponies made a 'calm down' gesture. “It's me; it's Derpy.”

“Derpy?” Twilight shook her head. “What-” Neurons finally reconnected, and knowledge flooded through. “Horse-apples!” she exclaimed. “I'm sooo sorry.”

The pegasus just smiled. “It's okay. Right Dad?”

The stallion dabbed away his bloodied nose. “Eeyup,” he muttered. Twilight recognized his voice and cutie mark. It was Big Macintosh Apple- or at least, a version of him. He was Derpy's father? Makes about as much sense as anything else in this world, Twilight decided.

“I gotta say,” Big Mac said, “That's a heck of a right you got there, miss.”

“Uh- thank you?”

“Oh, she's just being modest,” Derpy assured her father. “You should've seen her up at the school. She stared down those Elites like it was nothing!”

“And covered in rocks, too!” Dinky chimed in. “It takes a crazy pony to fight like that.”


“You did good, little lady. Anypony who risks her life for my kin is kin to me.” Big Mac finally got up, smiling. “And kinfolk eat dinner together.”

“That's right!” a fourth voice joined in, and Twilight was only marginally surprised to see Cheerilee walk in from the other room. “Supper's almost ready, so if Twilight is feeling up to it, I'd be honored to have her join us.”

Twilight wasn't sure what to say. Was she up for it? Not really. She still hurt, and what she wanted to do more than anything was lie down and sleep. But as she looked at the four eager faces, she couldn't bring herself to disappoint them.

“Okay,” she relented. “Let's eat!”

Dinner was eaten at a small, rickety table that overflowed with a mountain of food. At least, that's what Twilight assumed it was supposed to be. She was no connoisseur, but the stuff was unrecognizable as anything she'd normally eat.

So instead of immediately digging in, Twilight instead took stock of her wounds. Somepony had bandaged her up, which was nice. Prodding her torso, she felt a slight crack in her ribs. Ouch. There were several lumps on her head. One of those was probably to blame for her confusion earlier. Her skin still felt like it was on fire from all the bruising, but she could handle that.

Actually, Twilight was surprised she wasn't worse. It appeared to be only a few hours later in the evening; alicorns healed, but not quite that fast.

“Daddy and I are the ones who fixed you up,” Derpy noticed where her attention was. “We've gotten pretty good at healing around here.”

“Are you studying to become a doctor?”

Derpy laughed. “Oh, no. But Dad gets hurt a lot in the underground fights-”

“What!” Twilight couldn't help her shock.

“-So I learned to stitch and rub ointment and all that yucky stuff,” Derpy continued.

“Can we just go back up to the subject of underground fights?” Twilight was rather aghast at the notion.

“S' good money,” Big Mac said, a little defensively. “Ain't like ah can find work buckin' apples round these parts.”

Twilight supposed that was true. But still... “What about your wife? Doesn't she work at the school?”

“I used to.” Cheerilee came out of the tiny kitchen with yet another platter of mystery food. “But they downsized months ago. Truth be told, I was glad not to have to go up there anymore.”

“Oh, Mom, it isn't that bad.” Derpy busied herself with piling edibles onto her plate.

“I still worry, dear. And as a teacher, I was in no position to help.” She then noticed that Twilight had not put anything on her plate. “Aren't you hungry?”

“Starving. I just-”

“Don't worry,” Derpy smiled. “My Mom's a great cook. It might not look the best, but everything tastes amazing! We've got some fritters, some pot pies, some creamy soup...”

Twilight's mouth began to water. It did all smell good... She tried to pick up a fritter in her magic, and instantly regretted it. “Ouch!” Twilight slapped a hoof to her temple. Five minutes of being able to use magic, and she forgot what a literal pain it was here. Sighing, she carefully used her hooves to pick up the utensils, and dragged pieces of the meal onto her plate.

In the time it took her to do that, Dinky had dived into her mound of food face-first. She surfaced just long enough to moan, “Sooo gooood!” And then she disappeared again.

Quite suddenly, the door slammed open, and an earth pony stumbled in. She had a purple-ish coat similar to Cheerilee, and a mixture of fresh fruits for her cutie mark. She held a bottle in one hoof and smelled like a sun-baked vineyard. “Hic, hey everypony!” she shouted. “Ooh, fritters!” The mare collapsed against Twilight, who recoiled. She didn't seem to care, just kept shoveling fried bits into her muzzle.

Derpy grimaced. “Bad Berry Punch! You sit over here!” She dragged the earth pony away, but Berry Punch simply leaned over and kept eating from Twilight's plate.

“That's our aunt Berry Punch,” Dinky offered. “She's a bit odd, but you'll get used to her.” Berry Punch let loose a belch that rattled a window and filled the whole room with the smell of rotten grapes. Dinky scrunched up her nose. “Eventually,” she clarified.

Big Mac finally managed to pull Berry Punch back into the seat beside Derpy, even giving her a personal plate to slobber all over- or pass out into, that was okay too. Twilight winced a little at the sound of skull hitting porcelain though. Her own was still quite sensitive.

“Eat up,” Big Mac encouraged. “Yer still lookin' a mite pale.” He helpfully added another stack of fritters to her plate. Twilight looked around at the five ponies, inhaling food like they hadn't eaten in a weak.. How on earth Dinky remained as skinny as she did, Twilight didn't have a clue.

Hesitantly, she picked up a fritter. It smelled of oil and spice. Her stomach growled. Twilight took a bite.

Her eyes instantly glazed over. This was... this was... oh, Celestia, it was heaven! Twilight shoved the rest of it into her mouth. Her tongue scorched, but it was worth it. She discarded her table manners and set about filling her muzzle with heavy, gooey goodness. When her plate was empty, Twilight filled it again, and again, and again. Dinky was right. Sooo gooood, she thought, smiling.

Cadenza decided she liked the view from this window. While it didn't have the large panorama of her private chambers, here she could look out upon her squalid city and be reminded of what was truly important.

Of course, she couldn't look at it forever.

Rainbow Dash knocked on the door, then stuck her head in. “They're ready for you, your highness.”

“I will be right out.”

Cadenza took another moment to smooth her hair. Her reflection in the window looked confident, unbeatable. With practiced ease, a smile slid onto her face. Only five ponies in the entire world- and one dragon- had ever seen behind that smile. Sometimes, they said they preferred the smile. “Typical,” Cadenza whispered. Nevertheless, having made herself presentable, she stepped out the door.

And onto a rather massive factory floor. At least, that's what it looked like. The enormous chamber had been hollowed out of the mountain from ancient crystal mines, providing them with all the raw materials they required. At first. Over time, they'd expanded, and more had to be brought in. But the space still had its uses.

Dozens of ponies were lined up on catwalks and balconies. Machines had been shut down. Everything was on pause for this very special visit.

Three mares stood on the ground floor with Cadenza. Rainbow Dash, naturally, stuck close to her princess. Another pegasus, with a lighter blue coat and a golden mane, lounged next to her. And a white unicorn with a violet mane. They were all waiting for her.

“Thank you all,” Cadenza began. She cleared her throat. “I understand the frustrations delays can bring. We have faced many, recently. But we endure.

“The masses look to us at Canterlot High for answers and comfort. They are mere animals, pretending at being true ponies. Made complacent by the establishment. But we are not like that, are we?” The rhetorical question echoed off the walls. Cadenza allowed her gaze to wander through the space. Industrial sewing machines, vats of molten metal, jewel cutting stations; the place was both eclectic and organized. It had but one purpose. “The mage armors produced here will be our tools. With them, we shall carve a new path for Equestria's future.

“I have always admired our country's history. It is filled with violence: warring tribes, chaos demons, empires of shadows. Few ponies care to learn of the mistakes of the past, and so are doomed to repeat them. But not in this school. The students of Canterlot will face the future with eyes unhindered. Our hearts and minds made ready. But our bodies must be just as ready. Which is where you, the Crafts Club, come in. We are ready to fight, but without your efforts, we will never be able to. I ask much of you, I know. But I know you can do it.” Cadenza breathed out slowly. “Take care as you work,” she finished.

The ponies cheered, then quickly returned to their stations, working with renewed vigor. The place practically hummed with energy. Cadenza's smile became more genuine as she led the three mares back into the smaller room. Inspiring others was one of the more enjoyable things she used her power for these days.

“That went well,” the unicorn remarked. “Though I still think, with the proper dress-”

“Another time,” Cadenza cut her off. “Is it ready?”

She nodded. “And I must say, it seems like some of my better work.”

Cadenza turned to the two pegasi. At a nudge from Rainbow, the second stepped forward. “Cloud Buster Club President Lightning Dust; Senior Class T, reporting.”

Cadenza nodded, though the pegasus' tone was grating. Truly arrogant. Perfect for this. “Are you ready for the Baltimare Inter-League match?”

“Yes ma'am. My fliers are training harder than ever to win. Those Eastern mudlickers will feel the might of Canterlot High! And you, Princess,” she added swiftly. “They'll be shaking in their horseshoes.”

Rainbow frowned in Cadenza's direction. Her eyes seemed to ask, Are you sure about this? “It's been harder than usual to hide our real goal. Rumors are starting to spread about just how much influence Canterlot has over other schools. We need a win here.”

Lightning waved her off. “Please. This'll be easy.”

“No doubt,” Cadenza agreed. “But, just in case, I have a gift for you.” The white unicorn dragged out a pony-quin hidden in the room's corner. “Cloud-spec. Athleticism-Enhancing. Specially fitted. For you.”

Lightning's eyes became wide. She took in the smooth but bulky design, the sharp edges. “F-for me? My own two-stone armor?” She actually sounded surprised. “Thank you, your highness!”

“Just see to it you don't fail,” Cadenza said coldly. She needed Lightning to understand: this gift was not something she'd earned yet.

To the mare's credit, she seemed eager to prove otherwise. “There'll be no doubt now. Canterlot High will train harder than ever. Come Tuesday, we'll win. Whatever the cost!”

Cadenza nodded appreciatively. The next phase was unfolding fabulously.

The princess sat back in her throne, sipping the latest cup of tea her dragon had brought her. Unusually, he stuck by her throne for a moment. “Princess Cadenza,” he asked hesitantly, “Why don't you wear a mage armor? You definitely deserve one.”

She considered the question. It was not actually something that had come up before. “I have my own blade,” she said at last. “That is enough.”

He didn't seem satisfied with that. “Your Elite Four aren't always going to be there. And it's not like I'm much protection against somepony who wants to hurt you.”

“Don't be modest. You're a dragon.”

“I just mean, there's more you could do to keep yourself safe. Then again,” he smirked, “Maybe it's actually the armor that doesn't deserve you.” They laughed, but in the back of her mind, Cadenza felt an old itch. There was something out there, something more powerful than even a three-stone armor, which she could have. He had meant the words only to flatter her, but perhaps there was something there. Perhaps she deserved an armor better than this school could provide.

It was strange. Twilight lifted the garment up, examining it from every angle. Her armor had transformed; it was no longer pure crystal, but instead a layer of gemstones over top normal cloth. It was unlike any proper outfit she'd ever seen, and yet it worked. She could wear it without looking like a complete dork all the time.

Which, okay, she didn't need much help with.

Twilight sighed and set the mysterious garment back onto the table. Its transfiguration was just another mystery she'd have to solve. Later. She needed sleep.

Twilight collapsed onto the straw mat Cheerilee had provided for her- which Berry Punch had nibbled on like she was still hungry- and tried to clear the thoughts from her head. It wasn't easy. The room was small, the walls were thin. She could hear the entire family snoring in the next room. This house wasn't exactly built comfortably.

On top of that, Twilight had more than enough to think about. The battle, the missing half of her Element, this crazy family she was now bunking with; the list went on. Lists, she thought. I like lists. I should make a list of everything bothering me. Number one, Twilight decided, was that armor-turned-dress on her table. Maybe if I talk to it some more...

“Hey,” she whispered. “Hey, are you awake?”

She waited. Nothing.

No soft voice, whispering advice in her ear. Twilight sighed. Maybe she'd imagined it. She'd been running on pain induced adrenaline, with little sleep and even less food. Hallucinations would not be out of the question. And she had missed her teacher's advice so much the last month. Hearing her voice again, even if it wasn't her, was welcome.

Twilight sighed again and rolled over. “I just wish I knew what you were, Cell...” she murmured.


Under the crystal covering her, Twilight was in agony. Her fur seemed like it was on fire; she tried to scream, straining her jaw. To her surprise, the rocks parted, allowing her to suck air. Twilight gulped sweet relief before putting it to good use, howling her torment. She pushed herself upright, but the pressure inside her head was too much. Twilight arched her back; unbidden, her eyes flashed white, and magic shot out of her horn in a stream of stars.

When the light show faded and she could think again, Twilight could only stare at her body. She was still covered head to hoof in hard crystal, but now it was jointed and segmented like ancient pony armor. She still shouldn't have been able to move, by the weight alone, and yet Twilight could scarcely feel it. Stranger still, for the first time since arriving in this world, she felt magic humming throughout her body, ready to be accessed at a moment's notice. Twilight stumbled around until she found a flat piece of metal, like somepony's attempt at a shield, and stared at her reflection.

Most of her body was sheathed in shimmering diamonds, even her neck. The greaves, helmet, and plackart were swirled through with corundum. And the cuirass extended outward slightly, into a pair of rondel plates. The left plate held a dark amethyst stone- though it might have been alexandrite, gems were not really her thing- which seemed to follow her every move. The right was a veritable rainbow of colors, which flowed down her back and over her wings, extending the feathers into razor shards. “What the- what are you?” Twilight asked.

I am simply... what I am.

“Gah!” Twilight couldn't help but be startled by the voice. She wasn't used to there being more than one of those in her head. And it was startlingly familiar. “You can talk!”

Yes, I can. I don't think I could do that before.

“What? What do you mean?”

I- I can't remember, the voice said, sounding surprised. Is that strange?

”Yes!” Twilight grabbed hold of the chest plates as hard as she could and pulled. “Not remembering is strange. Talking is strange! You being on me is strange, but that's okay because your going to- ungh!” Twilight pulled harder. “Why- won't- you- come- off!” She started to flap her wings, hovering just above the ground. “Let go, N-”


Twilight blinked, clearing dust form her eyes. What the hay? She looked down and say that she was still hovering- next to the ceiling, which had a crater in it outlining her body. “Starswirl's bells,” she whispered. “How-”

This- this is my power, she heard. Twilight glanced down at the armor, at the purple crystal on her chest. Your magic awakened me... and now I have made you stronger.

Cautiously, Twilight spread her wings and began to glide back to the floor. She shifted only her primary feathers, not wanting to careen off the walls. “How is this possible?” she asked.

The armor did not answer immediately. But finally: I remember being made. There was... a being. One who looked much like you. But also like myself. She wore golden jewelry, and had upon her backside the mark of the sun. Twilight's breath caught in her throat. Could it be? The armor continued. She told me that I would be needed. That I was to help the one who found me. That I was to give them access to all of the power I could. And so I am.

It was a long moment before Twilight trusted herself to speak. Her teacher hadn't given up on her yet! They had sent help! “Do- do you have a name?” she asked.

A name?

“Everypony needs a name.” Twilight settled back down onto all four hooves, right next to where her cloak and bags had landed. “My name is Twilight Sparkle. I think- I think the pony who made you was Celestia, my teacher.”

Celestia, it mused. That sounds... right. Like it belongs to me. Could that be my name as well? Can there be two beings with identical names?

“Sure,” Twilight agreed. “Me and my mother shared a part of our name. Lots of ponies share names. Though,” she considered, “If I just call you Celestia, that could get confusing. Bad enough you sound like her.”

I do?

“Yes.” Twilight picked up her cloak and covered herself with it. She wasn't surprised to find that it was still damp. “I'll call you Cell,” she decided.

Cell, Cell pondered. I suppose it will do.

“Glad you agree.” Twilight carefully slung her bags over her back, but pulled her sword from them. “Now that that's sorted, do you have any ideas about how to get information out of powerful and stubborn ponies?”

Diplomacy is not something I have had much opportunity to study, Cell said slowly. Twilight could almost imagine that the crystal eye was rolling.

She shrugged. “Well, you've increased my powers so much I don't think it'll be a problem. I don't feel any dark magic in me, which means you're probably not going to turn me evil.”

I will not turn you evil.

“Then I'm going out there, and finishing what I started.” Twilight sized up the hole in the roof. With gritted teeth, she spread her wings and took flight. She soared upwards in the blink of an eye, smashing through the solid oak of the trapdoor without a problem. Twilight whooped, enjoying the powerful feeling once more. “Here I come, Mi Amore Cadenza!”

The dream of the memory faded away, and Twilight opened her eyes to see bright sunshine streaming through the window. She'd been out for a while. She yawned.

Twilight forced herself to move. She wasn't going to do anypony any good stuck in bed. For the most part, she seemed to have healed, though her entire body was sore. Twilight shook straw from her fur and was dismayed to see some feathers drop out as well. Note to self: preen, she thought.

Her armor was exactly as Twilight had left it last night. The garment lay lifeless on the small table. “We'll do better today,” she promised. Twilight gently slipped herself into the gem-covered cloth. It didn't look bad at all; she pulled off white rather well. Dressed properly, she opened the door to face the day.

And was greeted with utter pandemonium.

Five ponies stumbled and bounced around the tiny house, eating their breakfasts, getting dressed, and brushing their teeth all at the same time. Whenever two of them collided, which was often, food or toothpaste spittle sprayed the walls. Twilight watched Berry Punch trip and fall. She didn't get back up, instead rolled over and yawned. And promptly got a hoof stuck in her muzzle as Big Mac wasn't looking where he was going, and both of them tumbled. It was chaos.

After another moment, Twilight had enough. “Everypony FREEZE!” she shouted. At the same time, she tried to cast an Immobilize spell. To her surprise, it didn't come easily the way she thought it would. Twilight concentrated, forcing the magic outward, and managed to gab hold of all five ponies just long enough for them to stop.

“Oh, good morning Twilight!” Derpy said cheerfully. “You look very pretty in that dress. Is there a ball?”

Twilight slowly raised a hoof and dragged it down across her face, so hard it felt like she might leave a bruise. “No, there's no ball.” She stared at the mess that had been the kitchen and dining area. “What is everypony doing?

“Getting ready for school, of course.” Derpy popped herself out from between the others, then began untangling her family. “I can't be late again, or else I'll be expelled.”

Twilight looked up at the clock. “And what time does school actually start?” One of many things she hadn't learned yesterday.

“At eight.”

“It's seven forty-seven.”

“Ohmigosh!” Derpy forgot about her family and swooped over to the counter, where their saddlebags were laying. She plucked them up in her mouth. “Rrrum uhn Mmry-yyyh!”

Before Twilight could move, Derpy flew over and shoved her through the door. They tumbled across the hard ground in a ball of dust and pain for several seconds before finally falling apart. Twilight got to her hooves and shook the dirt from her mane. “Was that- cough!- really necessary?”

“Yessiree!” Derpy popped upright. She'd managed to pull her school uniform from her saddlebag and put it on in the time it took for Twilight to recover, something the alicorn would have thought impossible. “The tram comes at seven fifty, no delays. If we're not on it, we'd definitely be getting to school late and be expelled.”

Twilight looked down and saw the tracks right in front of them. Another foot, and they'd have fallen in. Twilight looked downhill. A large box shape was climbing towards them. In exactly one minute twelve seconds, if her calculations were correct, it would reach their level.

Her calculations were correct.

Twilight found herself enjoying the ride up to school. The tram wasn't as fast as a train, but it was far better than the walking she did yesterday. Twice. That net was annoying. But, she noticed, it was designed for ponies. Smaller creatures, like the swarm of Parasprites she just noticed, could slip inside easily. A moment later, the vermin zipped back out of the city; the swarm was easily twice as big, and it was followed by angry shouts.

A moment later they passed out of the slums and into the middle class district. Sturdy wood houses made Twilight feel almost at home- were it not for the shadows of the massive power plants. Still... “There's a large gap between the rich ponies and the poor ponies here, huh?”

Derpy nodded. “Housing in the city is based on how the students do in school. The higher you are in the council's hierarchy, the better off your family is.”

Twilight could only stare. Derpy seemed to take that as a lack of understanding. “You get good grades,” she said slowly, “And you join a respected club, and you and your family get to live in a fancy house.”

“No, I get it,” Twilight told her. “It just seems... wrong. What if a club won't let you join? What if you make an honest mistake and your grade slips?”

“Then you get tossed out.”

Twilight's mouth felt dry. “Yesterday I beat Bulk Biceps and humiliated him in front of the whole school. Is he-”

“Oh, he'll be fine,” Derpy assured her. “He won't get his title back right away, but once he's out of the infirmary he'll climb the ranks before they even have a chance to downgrade him.”

“I see.” Twilight mulled it over a moment. “It seems to me that there's some kind of double standard with that policy. If you start out on the bottom, it's hard to get on top. But if you start out on top, it's easy to stay there.”

“That sounds about right.”

“Derpy,” Twilight asked very seriously, “Have you ever come close to being a top-tier student?”

“Mmm... no. I don't do too bad in class, but I'm not much for after school activities. That's okay though,” she added. “Me and my family are happy.”

“But think how much happier you'd be if that unfair rule wasn't around- your dad wouldn't have to beat ponies up for money, your mom could cook real food-”

“You should drop it.”


“I said drop it!” Derpy cried. Twilight backed up a step. “I'm sorry,” the pegasus breathed. “I just- we're okay, you know? Everything is good. We're good.”

“I- yeah. All right.” Twilight breathed out as Derpy turned away. She filed the outburst away under 'do not bring up ever again'.

At the same time, Twilight recalled her time at Celestia's Magic School. Every student had been given housing in magnificent dorms. Twilight's own loft had been positively small compared to some, but she'd chosen it for the shelving. What would it be like, if her grades had determined her home? She would've been just fine, but some of her classmates... Well, some of them likely would've been worse off than Derpy. That thought made her feel ever more guilty.

They reached school before Derpy decided to talk again. As such, Twilight was rather unprepared when, as they passed through the gates, she asked, “Where are you staying?”


“While your going to school here, where are you staying?”

“Well... I wasn't exactly planning on sticking around...”

Derpy smiled brightly. “ So you don't have a place. My mom said, if you need a place-”

She was cut off by a lightning bolt that flew in from out of nowhere, charring her mane. Twilight leaped backwards, startled, but Derpy seemed less than fazed.

“A place to-” she continued, only to get hit by another bolt. “Stay, then-” ZAP! “You could-” ZAP! “Stay with-” ZAP! “With us!” ZAP!

At that point Derpy's fur, mane, and tail were all tipped black, and she was wobbling slightly. Twilight was surprised she was still standing. “I think we have a bigger problem right now!” she exclaimed. Twilight glared up at the sky. “What's the big idea!”

Floating a few dozen feet above their heads was a large thundercloud; perched on top was another pegasus. She appeared to be wearing a mage armor, though Twilight couldn't tell much about it with the cloud in the way. “Just dealing with an uncooperative club member,” she smirked. “My right as captain of the Cloud Busting Team. I take it you're the new mare who was rude to Princess Cadenza? My name's Lightning Dust. Pleased to beat you.”

Twilight ignored the insults and frowned. “But I thought Derpy wasn't a member of any clubs?”

Derpy giggled to herself. “Club. Bat. Baseball. Club. Soda!”

The other pegasus rolled her eyes. “She joined my team when she enrolled, but hasn't showed up to any practices this semester. Yesterday afternoon made one hundred missed practices. The punishment for that is the Hundred Thousand Volt Serve!”

“But Derpy couldn't have come to practice yesterday, even if she wanted to!” Twilight pointed out. “She was being held hostage by Bulk Biceps!”

Lightning laughed. “Yeah? Well, she needed permission for that. Let's get started!” She waved a hoof, and several dozen pegasi took to the sky. Each held a small, dark cloud that was a miniature of Lightning's. She grinned savagely. “Begin!”

“Oh, you've got to be kidding me.” Twilight reached into her saddlebag for her sword, diving in front of Derpy. The pegasus had recovered enough to look surprised. Twilight barely managed to swing her sword up in time. Dozens of bolts of electricity slammed into its golden blade and were absorbed into it.

Lightning Dust regarded her with contempt- but also a bit of surprise. “What do you think you're doing?”

“Gold is an excellent conductor,” Twilight explained. “It can store more energy than most metals, so-”

“You can't take the punishment for her!”

“Can't I? I have wings too, you know.” Twilight spread them for emphasis.

Lightning's eyes roamed over her body. Uncomfortable, Twilight tucked her wings back in.“You've got guts, I'll give you that. And technically it's not against the rules for you to take her place on the team. But all the same-” Lightning put on false puppy-dog eyes- “Are you sure you won't just let us purge her?”


Derpy grabbed Twilight into a sudden hug. “Thanks Twilight! You're the best. I'll see you later!” In a blink, she dived for the school's double doors. They slammed shut behind her. Twilight swore she could hear the click of a lock, meaning her 'friend' had just abandoned her to fight alone. Well, that was what she'd been suggesting.

“Um... All right,” Twilight muttered. She angled her sword in front of her and sized up the pegasus facing her. Another day, another mage armor to destroy, it seemed.

Lightning Dust smirked down at Twilight. Her helmet had a piece of transparent material that covered her eyes. It was tinted green, but it flickered to Twilight's alicorn senses. Lightning would probably be able to see all kinds of information in the HUD it provided. “Looks like you grew a pair after beating Bulk Biceps; but don't get cocky. I'll show you what a real winner looks like!”

“You can try,” Twilight returned the taunt, just a bit smug. Being reminded of how she beat Bulk made her remember just how powerful she was in her armor. Really, Lightning didn't stand a chance. “Let's do this, Cell!” she murmured. But there was no voice in her mind, no sudden influx of magical energy. Twilight frowned. “Cell?” She brought up a hoof to her dress, shoving the fabric out so she could look at that crystal eye. “Gee, I sure could use some assistance!”


Frustrated, Twilight began to pat at her outfit, and then finally to beat on it, inadvertently hitting herself in the process. It was all Lightning could do to not laugh. “She's crazy!” she said to her fellow Cloud Busters. “Talking to her clothing. Should we maybe help her out? Try some 'electro-shock therapy'?” They all took the hint and began pressing their clouds into Lightning's. In no time, a four-story tall cumulonimbus sat between Twilight and the doors. At that point it was long enough to cast a shadow over her. Twilight felt the disappearance of the sun and looked up.

Twilight paled when she saw the gigantic cloud. She forced a smile onto her face. “Could I, maybe, have just oooooone teensy little second? I think I left the sto-”

Lightning brought her hooves down on top of the cloud, releasing all of that pent up electricity. The jolt hammered into Twilight with the force of a small locomotive. “One!” Lightning guffawed.

Twilight wasn't around to see the group dissolve into fits of laughter. She wasn't around to hear their jokes about her. She was already gone, hurled far, far away. She lost consciousness almost immediately. At the apex of her arc, Twilight gained a layer of frost from the altitude. That quickly melted as she fell, tearing through the atmosphere like a shooting star. A hundred meters above the surface of Equestria, Twilight's saddlebags inflated, encasing her in a protective shield. That helped marginally as she impacted into the river that wound from Canterlot's mountain through the countryside. The enchanted bags deflated, leaving behind a very damaged alicorn, floating downstream.

It took a couple hours for the mare to find her quarry. Twilight hung from the branches of a fallen tree, caught on the straps of her saddlebag. Lucky, that; she was only a few meters from a large waterfall.

The mare shook her head and set about freeing Twilight. “I expected ruthless,” she muttered. “How could I know you'd also be clueless?”

Twilight wasn't sure how long it had been since she passed out. Probably hours; the sunlight streaming through the nearby window was at a steep angle, indicating it was close to noon. Probably after.

She woke up hurting, hurting bad. Her ribs grated under their bandages. Her left foreleg was in a splint. And there was a shooting pain in her forehead so bad she reached up to make sure her horn was still attached. Twilight breathed a sigh of relief when she felt the familiar cone of keratin up there. That breath froze when she discovered a crack running up its length. It was small, and it could heal, but it nevertheless was a dangerous thing to have happen.

She decided to think about something else. Twilight rolled upright. She seemed to have been asleep on a couch. Whose couch she didn't yet know. This wasn't Derpy's house; they couldn't afford a couch. So a stranger then. Friend or fiend? Twilight wondered. To one side of her, an armchair sat beside a packed bookshelf. To the other, an open kitchen emanated heat and soft noises. There was a pony in there.

Twilight tried to get up, only for the room to spin around her. Colors blurred and she headed back towards kissing the floor. Twilight vaguely hoped her horn wouldn't bounce off the hard wood and snap.

Before that could happen, sturdy hooves caught her, and shifted her back onto the couch, sitting upright this time. The furniture creaked under her. “Awake at long last,” her helper said. “I thought you healed fast?” The question seemed rhetorical, so Twilight didn't answer. Something tried to penetrate the fog of pain in her head, a feeling of recognition.

The mare wandered back towards the kitchen, humming to herself. “You're brave to challenge Canterlot,” she said to Twilight. “I'm glad you survived the onslaught. ”

Twilight swallowed, trying to warm up her vocal cords. “Me too,” she said after a moment, her voice raspy.

The mare tsked in disappointment, then brought over a tray. On it was a pot of tea, a cup, and a squeeze bottle of golden syrup. “A spoon of honey and a cup of tea; are the best remedy; for a throat so sore. Drink, and we'll talk more.” She sat down in the armchair and waited.

Twilight slowly filled the cup, then brought it to her lips and sipped. The tea was hot, but it felt soothing over her scratched throat. Especially the honey; the bees had produced something as close to the Elixir of the Gods as possible. She quickly filled the cup and drained it a second time, then a third, not stopping until the entire pot was empty. Twilight stifled a belch. “Thank you.” The liquid had calmed the pain in her throat and her head, and now she could actually understand everything she was seeing. “You're my teacher, right? Miss... er-”

“Swahli, though I'm afraid that is a pseudonym.” She leaned forward. “My truth is not something to reveal on a whim.”

Twilight blinked. There was something about her speech pattern that seemed familiar. “I think I have a pretty good idea who you are.”

Miss Swahli smiled. “Ideas and facts are not the same. For the moment, let us forget my name. Consider, now, what made your armor fail. Talk; leave out no detail.”

“Where is my armor?” Twilight asked. Miss Swahli pointed over her head, and Twilight twisted to look behind the couch. The dress, still damp from the river, was hanging off a door. It looked rather sad and pathetic. The other mare motioned for Twilight to talk.

After a moments hesitation, she did. “I found Cell beneath the ruins of the Castle of the Two Sisters,” Twilight told her. “I fell through a trap door and- hey! I heard somepony rhyming. Were you there?” Miss Swahli dismissively waved the story forward. “Fine,” she huffed. “I fell, and I remember letting out some magic, which it must've absorbed. It woke up, and it... We...” Twilight paused. Being encased in stone- for the first time ever, she felt a twinge of pity for Discord. That must have been what he felt like all the time, for a thousand years; trapped, suffocating, but unable to ever die. She shuddered. “I figured out how to use the armor and came back to the school. You must've seen how that worked out. But this morning, I don't know what happened. It just... wouldn't work.”

Her new teacher nodded slowly. “Elements feed on magic energy; that transfer is not so easy.”

“So how do I make it easier?”

Miss Swahli seemed to think about it for a moment. She got up, and took a book off her shelf. Twilight at first thought she was looking for some herbal remedy that would super-charge her magic. But to her surprise, Miss Swahli pulled a large golden ring from between the pages. It looked to be the perfect size to fit around a pony's hoof, and had a clasp covered by an opal. Small spikes on the inside, however, made it look more like a torture device.

“Wear this,” she thrust the ring at Twilight, “Over your Element. It will protect you from future torment.”

“Or cause it,” Twilight replied pointedly.

Somewhere, a pink earth pony flinched at the bad pun the author just wrote.

Miss Swahli appeared undeterred. “This most ancient charm, will not cause you harm. Touch your horn to the jewel. Your clothes will drink from your mana pool.”

Twilight considered it a moment. Finally, she plucked up the ring and walked to the hanging dress. She hesitated just a moment longer, then unclasped the ring; she wrapped it around the left sleeve and closed it tight. To her surprise, the spikes twisted, joining the ring to the outfit and leaving nothing to prick her. “Incredible,” Twilight murmured. More eager now, she touched her horn to the opal and concentrated. A quick burst of magic should-

Uh oh. Twilight felt cold as she realized that her horn was stuck to the mineral, exactly like her hooves the day before. Oh sweet Celestia, no! I don't want to go through that again. Thankfully, no liquid crystal stretched over her head. Instead her brain felt as though it were being sucked through a straw. The device was literally pulling the magic from her, using it to fuel itself. Twilight instinctively tried to pull away, but could not. Her horn began to feel hot.

Above her, the rhinestones on the outfit began to glow. More! Twilight heard. The sleeves of the dress drifted upwards and latched onto her head. Feed me MORE!

“Let- GO!” With supreme effort, Twilight managed to shove away from the living garment. It thrashed for a moment, deprived of its energy source, then became still. For a moment, Twilight thought it had gone dormant again. Then that violet eye focused on her.

I- Twilight?

The alicorn touched a hoof to her horn. To her surprise, it seemed to have healed already. She took an instinctive step back from the dress. “You're awake now?”


Ignoring everything she had just learned, Twilight unleashed her frustration on the defenseless garment. “Great timing, dragon-bait! Where were you when my friend was getting attacked?”

Sleeping? Cell sounded sheepish. I'm sorry Twilight, I was too drained after yesterday's fight. I had to rest.

You were drained!” Twilight seemed about to explode, literally, something she hadn't done since the incident at Froggy Bottom Bog.

Thankfully, Miss Swahli intervened. “You should not be so cross. Without this Element, the fight is lost!”

Twilight took a deep breath. And then another. And then another. Then: “You keep using that word. Element. It obviously means something different from what I'm used to, since I'm ninety-eight percent sure you're using it to talk about my armor. Could you, I dunno, explain?

Before another word could be uttered, the school bell began to ring. Twilight fought the urge to cover her ears and drop to the floor. Miss Swahli smiled, the interruption apparently welcome. “Alas, we must talk at a later time. For I believe it is- what is the phrase? Showtime!” She began to shove Twilight towards the room exit. Twilight barely had time to grab hold of Cell.

“Hey!” she shouted. Twilight dug her hooves into the floor as much as she could. “Not so fast. What am I supposed to do?”

“Get the Element over your flanks. Beat Lightning Dust and climb the school ranks!” Miss Swahli gave her one last shove out the door. “There is much to do if we're to see Cadenza deposed. Win this fight, my door will never be closed.” She said this right before slamming the heavy slab of oak in Twilight's face. The alicorn rubbed her muzzle and looked down at Cell.

“Well Cell,” she sighed. “I guess we know what we're doing with our afternoon.”

This will be fun, Cell insisted, in what Twilight felt was an entirely too cheery voice.

“Right,” she turned to look up at the school. “Fun.”

The front courtyard of Canterlot High was almost unrecognizable. The Cloud Busting Team had transformed it into an enormous stadium; high seating rose above sturdy bands of stratus. Inside, pegasi wove back and forth, smashing rogue cumuli into vapor. A few students sat in the stands to cheer them on.

One armor-wearing pegasus was faster than the rest. She wove and entire cloud bank into a clump thick enough to support an earth pony, then dove through it. Pieces of cloud wreckage shot outward; one bit actually hit a pony in the stands, and he promptly fell over, unconscious.

“Looking good, Lightning Dust!” Rainbow called.

“Thank you, ma'am!” Lightning swooped up next to her commander. “I'm not sure which is more amazing- my own skills, or how much this armor enhances them. Baltimare won't know what hit them!”

A yelp grabbed their attention. Off to the side, Derpy's hooves had been tied to anchors in the ground, keeping her from flying away. A group of one-stones had her surrounded with thunderheads, and were kicking her full of voltage while she whined.

Rainbow scratched her head. “What's that all about?”

“Hmm?” Lightning hadn't stayed looking after the first shout. “Oh,” she said carelessly, “We had an unmotivated club member. We're purging her; you want a crack at what's left?”

Rainbow considered it. “Derpy has been a bit of a problem lately, I suppose-”

She broke off. The latest round of electric punishment from the pegasi had been blocked, by a purple alicorn wielding a golden blade with half a star in its hilt and wearing a very shiny dress. “That's enough!” Twilight shouted. “What is wrong with you ponies?”

“Twilight!” Derpy shouted happily. “Phew, I thought you might be dead.”

“So the new mare's come back,” Rainbow smirked. Lightning Dust, however, did not seem to share her enthusiasm.

She folded her wings a bit and dived for the ground, landing with a solid Thump! “Are you a masochist or what?” she snarled. “Do you want another beating?”

“Of course not,” Twilight replied. Face to face with her opponent now, she couldn't help a trill of apprehension. Lightning Dust's armor was fairly minimal. But with magic involved, that meant virtually nothing. Aside from her helmet and visor, she wore a small chest-piece, a pair of gauntlets, guides on her wings that extended like blades, and a skin-suit under it all. The entire outfit seemed to shimmer with different colors. One moment blue, the next gray, then yellow-gold. All the colors of the sky, a perfect camouflage. Two gemstones glinted on the chest.

“I was kind of hoping we could talk this out,” Twilight admitted, “But I don't think that's something you'll do.”

“Right on,” Lightning agreed.

Now would be the time to activate my armor form, Cell whispered to Twilight.


I need more magic. Touch the bracelet to your horn- but only briefly.

“Right,” Twilight muttered. “Let's do this!” She brought her left hoof up and struck the opal to her horn, skipping it off like striking a match. Instantly, a jolt of power connected the two, and Twilight felt her outfit shift. A puff of smoke, a swirl of energy, and she was once again wearing white crystalline armor.

Lightning stared. “That actually looked painful,” she decided. “I bet you are a masochist. Well then, you're going to love this!”

She brought one hoof to her muzzle and blew out a piercing whistle. The one-stones all lined up, cumulonimbi in tow. With practiced efficiency, they brought their hooves up, ready to buck Twilight full of electricity.

It was at that point Rainbow Dash decided to intervene.

“Hang on, Lightning.” She dropped into the center of the arena. “Look around you. This is the perfect opportunity for you to show off exactly what that new armor can do.”

Lightning froze, glancing around. Sure enough, students had begun to fill up the stands. She had an audience. She had a challenger. And she had the tools to take Twilight out. Lightning laughed. “Okay then. New mare- whaddya say? You and me, one on one?”

Careful, Twilight, Cell warned. Remember what's at stake.

“Answers,” she replied under her breath. “That's worth almost anything. Besides, we've got this. Right?”

Mmmm... yes. Probably.

“Good enough for me. I accept!” she shouted to the pegasi. Instantly, the one-stones retreated to the stands. “Now- what exactly did I agree to?”

Rainbow chuckled. At least the Princess' plan included plenty of opportunities for Twilight to embarrass herself. “Look around you. This is a Cloud Arena. Don't tell me you've never seen a CBC!”

“A Cloud-Busting Competition?” Twilight thought hard. “Well, I did read the rule book. Twice. Fascinating read- did you know that the first official tournament, scheduled by Commander Hurricane himself, ran so long they had to delay the second?”

Rainbow perked up. “And the third had to be canceled because they couldn't find any uninjured competitors!”

“Right! That was when the rule was introduced to only allow faux-cumuli, woven out of cirrus. They're supposed to be-

“As soft as butterfly wings!” they finished together. Twilight blinked. Had she and Rainbow just- That was the sort of thing that might have happened back home, with her friends there. She looked up, and for a moment she saw her own doubt reflected in Rainbow's eyes.

Then Lightning Dust yawned. “Are you two done nerding out? Because I'd like to get this over with. I can only waste so much time.”

Rainbow's eyes hardened. “Right. I'll ref this match. Standard form- but you're wrong about one thing, Sparkle. We don't use cirrus around here. At Canterlot High-” Rainbow took to the air, and spread her forelegs wide- “We prefer to do things a little more old fashioned.”

Groups of pegasi lowered heavy cumulus down into the courtyard, until the stadium was filled and Twilight couldn't see the ground she walked on. As an alicorn, she could feel the clouds' substance as well as any pegasus, and she didn't like it. These weren't wisps to be swatted for fun. These could hurt.

Rainbow smirked. “Not feeling up to it? You can back out and take your punishment if you want.”

“No way!” Twilight jumped at Derpy's shout. The gray pegasus slipped out of her bonds- somehow- and scooted to Twilight's side. “She can definitely do it! In fact, Twilight will win! Do you know why?”

“Uh-” The other pegasi looked almost as flabbergasted as Twilight.

“Because Twilight will do anything to save her friends! If it wasn't for her saving me yesterday, I'd be dead right now.” Derpy mimed being a corpse on the ground. With the thick clouds, it was very convincing. Until she popped back up and kept talking. “But I'm not! Maybe Twilight won't win the match-”

“Wait- what?”

“-But because of friendship, she'll win at life!”

Twilight slowly brought a hoof to her face. In a different Equestria, Derpy would be one hundred percent right. But not here.

“But I know she'll win at the match, too!” Derpy continued. “She'll win a thousand competitions to get what she wants. So, even in Cloud Busting, Twilight wins!” She bit her bottom lip and scrunched her muzzle, looking quite pleased with herself.

Lightning's reaction was very different from the others'. She laughed, even as the visor of her helmet flashed red. “Well, if she wants to challenge me, the captain of the Cloud Busting Team, to a CBC...” Lightning trotted to her side of the field, the clouds falling into shape behind her. “It's her funeral!”

Twilight looked up at Rainbow, who simply shrugged and flew over to the referee seat. No help there. She turned to Derpy, who was looking at Twilight with the most adoring smile and wide, innocent eyes. Well, eye. The other was looking upwards. “You are going to win, right?” she asked through the smile. “I was kind of blowing smoke for you.”

“I'll definitely do my best,” Twilight assured her friend. And herself. “Derpy, I want you to hang onto this.” Twilight flipped her sword over and passed it to Derpy. The pegasus looked surprised.

“Aren't you going to need it?”

Twilight shook her head. “There's a ban on weapons in the arena while a match is ongoing- and I'm pretty sure that's one rule Rainbow will enforce.”

“Got it.” Derpy took hold of the blade reverently. “You can count on me, Twilight!” She flew into the stands to cheer.

You can count on me, too, Cell said.

“Thanks,” Twilight told her armor. “Let's just get this over with.”

They all waited a few minutes for the school to empty. The students and teachers- Miss Swahli was there, Twilight noted- were packed tighter than canned asparagus. Yet another cloud had been positioned to provide the spectators some shade. Rainbow looked in her element, lounging on the referee's chair off to Twilight's left.

How does this work? Cell asked as they took their positions.

Twilight waved a hoof around the arena. “Our goal is to clear our half of all clouds. We can shatter them apart the way weather ponies do, or push them to the other side. Naturally, the other pony tries to do the same.”

So it is a contest of speed?

“More like strategy.” Twilight discreetly pointed at Lightning. “Sabotage is only cheating if you have a really biased official. They overlook anything short of attempted homicide usually- though a break can be called if somepony gets injured.” She watched Lightning pose for the crowd. Many pictures were taken. “Something tells me this match won't even have that courtesy.”

Finally, the doors of the tallest tower swung open, and Princess Cadenza trotted out, with her other three lieutenants. Rainbow stood up and saluted. The princess nodded in acknowledgment. She looked at Twilight. “You've learned how to activate your Element,” she called down, “But can you control it?”

“I can do whatever I need to to win,” Twilight shot back.

“Go Twilight!” Derpy cheered. “Twi-light! Twi-light!”

A small portion of the crowd joined her, but they quickly shut up once Lightning snarled at them. She tried to cover the lapse in temper with an arrogant smirk. “Tell you what, newbie- I'll give you a ten second head start! That way it'll be even more impressive when I win.”

Twilight rolled her eyes. She tensed up, ready.

Rainbow settled back into her chair. “Listen up! I want a good, clean game-” Everyone chuckled for a moment, until Rainbow held up a hoof for silence. “This'll be one match only. 'S not like we'll need any more than that to see who the real winner is.”

“Me!” Lightning coughed into her hoof. Twilight's teeth began to grind.

“On my mark!” Rainbow brought up her whistle. “Three.” Twilight spread her wings. “Two.” Lightning fluffed her feathers and yawned. “One...” They locked eyes.

The piercing blast echoed outward, and was quickly overwhelmed by the cheering of the crowd. Twilight surged ahead, pushing off the ground. Start with the corners, Cell suggested. Twilight nodded, diving towards the area where the wall met the arena center. As she did, she noticed that Lightning hadn't moved yet. In fact, she was admiring her reflection in her gauntlet. Twilight narrowed her eyes. Lightning was giving her the lead- which meant she honestly thought Twilight would lose. I won't, Twilight thought determinedly.

The corners didn't stand a chance, dissipating beneath Twilight's hooves. An instant later she began a spiraling loop around her side of the stadium. Twilight pushed her wings harder, angling inward until she had a solid ball of clouds. On the last turn, her wing clipped the mass, and it swung away to the other side. Twilight had a moment of panic until she realized that was a good thing. She paused to see how Lightning would respond.

To the mare's credit, she didn't even flinch. It spun towards Lightning's face as the clock ticked forward. Eight seconds. Nine seconds. Ten seconds.

Half a heartbeat after the timer changed, Lightning whipped into a spiral; her slipstream forced Twilight's rogue cloud to turn around, heading straight back at its creator. Twilight yelped and ducked the fluffy ball of doom. It crashed down with the force of an anvil, even gouging the dirt, before breaking into a layer of water vapor that eliminated most of the space Twilight had cleared. “Back at cha!” Lightning laughed.

“You talk too much,” Twilight noted. Her eyes widened when she realized that talking hadn't slowed the pegasus down at all- she already had another cloud ready, and she bucked it at Twilight!

Rather than ducking and allowing her side to fill up more, Twilight began a tight vertical loop. She'd accidentally gotten good at that when first flying. Though it still made her dizzy. Twilight held it together just long enough for her to catch Lightning's cloud and hurl it back.

“Not bad,” she admitted. Lightning held out all four hooves. “But I can do better.” She didn't bother with a wind-redirect, simply catching the ball in her legs. A single buck pushed it into Twilight's face at high velocity.

Twilight recovered quickly, spitting vapor. “Nice reflexes.”

“I know.”

Twilight made a note to never again compliment Lightning Dust. Her ego knew no bounds.

As if to emphasize the point, Lightning flapped her wings and shot skyward. “I've just been getting warmed up- get ready to see just what a mage armor is capable of in the hooves of a pony who knows how to use it!” Jets of energy shot from openings along her back, and Lightning dove towards the ground as a blur. She blasted through the layers of cloud, obliterating everything in her way.

Twilight grunted and decided to concentrate on clearing her own side. “Accelero,” she muttered, and magic danced across her body. That was one advantage she had over Lightning.

Good thinking! Cell praised. Try combining it with a binding spell, though- it should permanently enhance our speed.

“We'll have to try that later,” Twilight replied. “You know, when we're not in the middle of a death sport.”

Ah- right. Sorry.

Twilight chanced a look at Lightning's side of the arena, and stifled a scream. The pegasus was over half done! Desperately, Twilight took a darker nimbus and knocked a bolt of electricity from inside. High voltage arced towards Lightning, who noticed and brought her wings together in front of her. Electricity hit the guides on her wings and rebounded towards Twilight. The alicorn instinctively reached for her blade, which of course wasn't there.

Even Rainbow winced when the bolt hit her. Twilight fell to the ground, limbs occasionally jerking sideways. Her teeth tasted like tin foil.

“Oh, so close,” Lightning mocked her. “But my armor's superior to your flimsy knockoff.”

Twilight felt Cell heat up with anger. Angry herself, she stumbled upright in spite of the hoof that wouldn't stop spasming. Ouch, she thought. Then out loud: “Any ideas, Cell?”

We could rip open a portal to Tartarus and banish her for eternity.

“That seems... a little extreme.”

She insulted me! Twilight was about to respond when Cell sighed. Fine. A spell like that would probably kill you right now anyway. Cell was quiet for another moment, so Twilight used the time to clear another cloud bank. Her hooves seemed awfully small compared to the sheer volume of the field. All right, listen: Lightning likes to be fast and reckless. If you are going to beat her, you need to be faster and even more reckless.

“That's your plan?” Twilight was aghast. “Are you CRAZY?

Cell shuddered, which Twilight interpreted as the equivalent of a shrug. Sometimes, it's the only way to get things done.

“Well, could you at least be more specific?”

Do you know any weather manipulation spells?

Twilight pictured the stack of spell books waiting for her in the Golden Oaks Library. “I've... been meaning to study them.”

Her Element huffed. Then something else, something so off the wall insane no pony would dream of trying it.

Huh. Twilight thought about it even as she continued to fly circles around her side of the arena. Suddenly, she thought about something that had happened almost a year before. Twilight had gone to visit her friend at the Wonderbolt Academy, and they were caught up in a tornado. Apparently, a cadet had tried using one to clear the skies faster. Maybe I can bake two pies in one pan, she thought.

Twilight pulled up next to the bleachers. “Derpy!” she shouted to wake the pegasus. “I'm going to need my sword soon!”

She swooped away, hearing Derpy call out behind her, “Aye-aye, captain!”

“Okay, Cell,” Twilight muttered. “We need to be fast. Accelero Expony Duplexus!” The spell ripped outward, sheathing Twilight in a purple glow. Almost instantly, Twilight recognized the feeling of a depleted mana reserve. There was enough left for one casting- maybe. She'd have to make this count.

Luckily, she felt something else as well. Her speed doubled, making Lightning's earlier burst seem pitiful. Twilight pushed her wings to their limit, straining for a tight enough radius. The centripetal force threatened to toss her sideways. But the force of her flight had the desired effect. Air from around the arena began to spiral inward like water down a drain. The ponies in the stands shivered as the air turned first cold, then warm, then even colder, and finally settled into an uncomfortable low temperature.

Dust and debris began to collect in Twilight's wake. More than a few clouds were pulled in. Static electricity crackled around her. The wind picked up, and Twilight found herself hard-pressed to keep up. Shouts of alarm reached her.

Lightning finally took notice of what was happening and stopped, with less than a quarter of her field left to go. “Not fair!” she complained.

Rainbow wanted to call a halt to the match at last, but not out of any unfairness. Twilight had created a five-story funnel cloud, which snaked upwards from her side of the arena to the no-longer-clear sky. But when she looked towards Cadenza, the princess seemed unconcerned. “You could do the same, Lightning Dust!” she stated. “Show her that we Canterlites do not back down from a challenge!”

“Yes, ma'am,” Lightning said, but her expression did not match her words. She grimaced, as if she were about to do something even she considered foolish.

Inside the tornado, Twilight missed that exchange. But over the roaring in her ears, she made out the princess' next words. “As for you, Twilight Sparkle- let's see how much power you can draw from that armor!”

Said armor shouted into her ear. Not yet! You have to hold on a little longer! Twilight winced in pain but flapped as hard as she could, her wings feeling like they'd break even with a coating of precious stones. Hold!

Quite suddenly, from Twilight's perspective, Lightning Dust dove into the wind tunnel. She pushed forwards until she was right next to Twilight, looking at first nervous, then more confident, and finally, pissed off. “You're crazy!” she shouted. “You're going to kill everypony here!”

NOW! Cell roared.

“Not crazy,” Twilight grinned. “I at least know my limits!” Using the smallest amount of innate magic possible, Twilight concentrated on the earth pony aspect of alicorn physiology. She tucked in her wings, and instantly dropped out of the tornado. For a moment, Lightning Dust was too stunned to respond. Then she shrieked.

Eyes wide, she flapped desperately, pushing herself and her uniform as much as possible. She tried everything to hold the storm. But it didn't work.

The uncontrolled winds turned Lightning over, pummeled her, smashed her into tufts of cloud. In panic, she tucked her wings in as well, hoping to follow Twilight to the ground. But her light pegasus body was easily carried on the current. It didn't help that the blades extending from her wings gave her extra lift. Lightning whinnied in terror and thrashed. The only thing keeping her from breaking her back was her now otherwise useless armor.

She screamed and squawked, growing dizzy and sick as the tornado rampaged. At one point, she might have actually thrown up, because her mouth was wet around the corners, and it didn't feel like drool. She started having a hard time breathing. Seconds passed that felt like minutes, until finally Lightning slammed into something a lot harder than clouds.

Teeth shook loose in Lightning's muzzle as she impacted with the courtyard wall. The tornado had tore through even the constructed stadium to slam her against the cement. The force was great enough to put a crater in the wall, and even tear the armor off her wings! The rapidly dispersing tornado picked her up one last time, and, unable to hold her, the centripetal force hurled her back towards the arena.

Lightning was very close to blacking out now. She blinked rapidly, fighting for consciousness. She could see well enough that she noticed: one half of the arena was completely clear! The other half was also pretty well done, not quite an eighth of the clouds left, with a trail cutting through. The uncleared side passed under her. She was going to clear the center line, no doubt about that. On her right, Lightning saw Rainbow Dash waving her forelegs.

A couple of synapses connected in Lightning's foggy brain. In a split moment, she realized two things. One, the side of the arena she was falling towards was Twilight's. She had lost. And second, Twilight had just shouted something towards the stands. Impossibly fast, a gray pegasus zipped forward and tossed something to the alicorn. Something long, and shiny, like gold-

“AAAAAAAIIIIEEEEE!” Lightning shrieked as she fell directly towards Twilight's blade. In an instant, the sword cut apart her mage armor, shredding it to dust.

Twilight heaved a sigh of relief. In her ear she heard that same voice- Cell's voice, she realized now- say, Kesshi Soshitsu! This time, she understood that they were words from the ancient pony tongue. They roughly meant, 'Crystal Lost'.

She also noticed the wisp that separated from Lightning's armor, and sucked into her own. Whatever it was, for a moment Twilight felt like she wouldn't collapse. She became aware of Derpy, not far away, shouting, “You did it Twilight! You won, you won!” Twilight looked around for her mysterious new teacher, hoping to see her reaction, but Miss Swahli was nowhere to be found.

Instead, Twilight saw Rainbow Dash and a dozen one-stones of every tribe standing in front of her. “Not bad, egghead,” Rainbow smirked. Then she stepped to the side. The one-stones parted, and Princess Cadenza cantered forward.

“Quite,” the princess said. “I'm not certain what I expected, but that exceeded it.”

“Um... thanks?” Twilight said nervously. “Does this mean you'll tell me where the other half of my Element is? The other one,” she clarified, “Not my armor.”

Cadenza's expression would not have looked out of place on some predatory cat. “If you wish to know that-” There was a bright flash of light on metal, and Twilight stumbled backward. A gouge had been carved into Cell's emerald rondel. It slowly sealed up, but Twilight was still shocked. She'd thought her armor was invincible!

Cadenza held in her right hoof a dark silver sword. She dragged its tip across the dirt slowly. “You defeated two of my underlings. Congratulations. But to get the information you seek...” The princess raised the blade into offensive form. “Fight me instead.”

Cell seemed to tighten. Twilight, now is not the time, the armor insisted. You've already won the battle you were supposed to, and if you use much more magic you will pass out. Again.

“I know,” Twilight whispered. “But I have an idea.” She whispered the thought to her armor, then returned her attention to the princess. Twilight raised her sword in a reflection of Cadenza.

The princess' eyes hardened. “Your armor is durable,” she admitted, “And your blade sharp. But mine is honed so that it will pierce an Element. My Chimera Blade is beyond you.” Unexpectedly, Cadenza launched herself forward. Twilight barely had time to angle her sword to block. When their blades met, waves of force exploded outward. What was left of the cloud arena was blown to smithereens, and the ponies that remained ran off in search of safer vantage points. In moments, only the alicorns, Rainbow Dash, and Derpy remained.

Twilight struggled for a moment against the older princess, but quickly realized that Cell had been completely accurate earlier. She didn't have the strength left. Twilight winced as she was forced backwards.

Cadenza's eyes narrowed. She saw Twilight's fatigue.

Then Twilight smiled. “Next time,” she squeaked, and disappeared in a flash.

The teleport was sloppy. A first year magic student could've done better. But Twilight was very relieved that it worked. She appeared two feet in the air, twenty feet back from Cadenza, right next to Derpy. Her wings folded, unable to channel any magic at all now, and she fell to the ground. Twilight stumbled, but stayed upright. Her armor melted into a dress. “Run, Derpy!” she gasped.

“Don't have to tell me twice.” Derpy dropped down to lend Twilight a shoulder, and they stumbled out the front gate and into the city.

Cadenza watched them leave, and made no attempt to pursue. Twilight had returned thrice already; she'd be back again. Instead she turned to Rainbow Dash. “That went well,” the pegasus said dryly.

“Indeed it did,” Cadenza said softly. “It is without question now that Twilight Sparkle possesses an Element.”

“I thought that fact was already pretty well established.”

“A fact and a theory are not the same, Rainbow.” Cadenza spotted a bit of blue fur and looked closer. A pony was buried under a heap of seating wreckage. The princess pointed it out. “Demote Lightning Dust to no-stone,” she ordered, “And then schedule an inter-league match for the Rodeo Club in Baltimare.” Rainbow nodded and flew off to carry out the orders. Cadenza closed her eyes and breathed out. “Extraordinary.” Slowly, she pushed her blade back into its crystal sheath. “You have my attention, Twilight Sparkle.”