• Published 18th Aug 2016
  • 1,536 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 6: Second Place Is Never Enough

Zecora's couch was quite comfortable, but Twilight squirmed anyway. Her hooves twitched ever so slightly. Most ponies wouldn't have been able to tell just by looking. She was certain Cell knew, because the Element was grumbling about her interrupted sleep. Twilight, trying to calm her nerves, gulped down more tea.

Zecora sat just across the room in her armchair. She, too, held a steaming cup, from which she took small sips . Her mouth was turned up in the slightest of bemused grins. Twilight caught the twinkle in her eye, even though it was hidden by her bangs.

It'd been almost a half hour since Twilight entered the house, and since then, only ten words had been spoken.

“We need to talk.”

“Would you like tea?”

“Yes, please.”

Twilight was nervous. Zecora seemed content to wait for Twilight to speak up. They were at an impasse.

Finally, Cell sent a jolt through Twilight's body. Get on with it. Otherwise, you'll miss dinner and be a pain the rest of the night.

Twilight sighed. She set the cup down on the center table. “Tell me about the griffon,” she said.

Zecora shrugged. “What do you wish to know? I cannot help you if you're not specific.”

“Well, let's start with... who is she? Do you know her name?” Twilight raised an eyebrow. “Then we can move on to why she was after me.”

“And why would I know any of that?”

Twilight didn't hesitate. “She brought me back here. You just implied you did. Why would you do that if you didn't know anything?”

Zecora put down her own teacup. “Too true,” she conceded. And then she whipped her mane upright, filling the room with glowing green smoke.

Twilight choked on the cloud. She waved a hoof in front of her face, trying to clear breathable air. “I can never get used to that.”

Zecora appeared out of the gloom; stripes, jewelry and all. “Her name is Gilda of Grey Skies; she is... like me. A dissenter, and spy. When she attacked you yesterday, I was afraid she lost her way. I am glad I was wrong; if I had to fight her... I don't believe I am that strong.”

Twilight let her eyes wander over the zebra's lanky frame. “Something tells me you're a lot stronger than you look. But,” she added, “I understand. So you two are friends? You work for the same group?”

“We... did,” Zecora shook her head. “But I am not certain of Gilda's heart. She may wish to no longer be a part.”

“A part of what, exactly?” Twilight leaned forward. “What sort of group-”

“To you, an interested third-party.” Zecora smiled thinly. “Called, the P-P-G-Z.


“A group of ponies, griffons, and zebras, formed by Princess Celestia. A hidden protector, for all Equestria.”

“Like the EUP? Er-” Twilight verbally back-stepped when Zecora gave her a funny look. “I mean... wow, that must be a big group to protect all of Equestria. Right?”

“No, not exactly,” Zecora said. “For ours is a secret group. To be allowed to tell you this, I've jumped through many hoops.”

“Right.” Twilight took a moment to collect her thoughts.

“Okay,” she said finally, “Let's go back to what I was asking before: if Gilda's a part of your group, why'd she attack me? Don't you want me and Cell to beat Princess Cadenza?”

“We do. But Gilda, she has a history with magic.” Zecora frowned. “Her feelings can make her act... dramatic.”

“That's an understatement,” Twilight grumbled. “But she got us away from Pinkie and brought us here. I suppose that means she's come around.” Zecora hummed and nodded. Twilight breathed a sigh of relief. One less problem she'd have to deal with. On the other hoof- “What about Princess Cadenza? Did she really steal my- my Element of Harmony? Why are you spying on her? Why not the other royals, the Queen or whoever? I don't-”

“Comprehend? No. But Your motives, your plan- I'm not certain I understand.”

“It's not like there's much to understand. Somepony br-” Twilight faltered. She felt her pupils constricting as she remembered that night. “Stole a part of my Element of Harmony. Without it, my Equestria is helpless, so I can't leave until I find the pony who has it.”

“That word. 'My'.” Zecora swirled her tea. She seemed agitated. “You speak as though home were far away. In what corner of this world does it lay?”

Twilight winced. She hadn't been doing a good job keeping her origin a secret. Then again, what did it matter? Besides, Zecora had opened up to her, at least a little bit. “I'm not... from this world.” The zebra's eyes widened, and Twilight fought a smile. “There's a portal, and another Equestria. One where the princesses are still alive and harmony reigns. Most of the time,” she corrected herself.

Zecora's expression became wistful. “If it were true...” She shook her head. “Bah! No, no distractions. Twilight, I can promise no answers. But we need action. Much of this land is under Cadenza's control, thanks to clever deals, and blind souls. Will you do what is right, and aid us in our plight?”

Twilight suddenly felt like she was carrying a very large weight. One that was crushing her lungs and shoulders. “I'm flattered. But I- I-”

She was cut off by the clock on the wall, tolling the hour. She sighed, relieved. “I'm sorry, Zecora, but we'll have to finish up later. I gotta get back to Derpy's!”

“Twilight-” Too late. She zipped out the door, leaving behind a confused and concerned zebra. “I suppose, it is getting late,” Zecora muttered. “We'll finish at a later date.”

Pony la Pony
Chapter 6: Second Place Is Never Enough

Rainbow Dash narrowed her eyes as the wagon thundered up to Canterlot High's rear entrance. This loading dock was a part of the school most students never saw; it was reserved almost exclusively to the Crafts Club and their constituents. Those ponies stood at attention now, awaiting the delivery. The stallions pulling the overly-large enclosure turned around and backed up to the doorway. As instructed, they never turned to look at what they'd been hauling.

Rainbow watched the crate. It was nondescript, completely enclosed. Only the softest of lights shown through the slats, giving a hint at the supernatural contents within.

The Crafts-ponies dragged the crate from the wagon to a hoof-truck. They pulled, pushed, and pulled some more to get that truck into the freight elevator.

One of the stallions unhitched himself and trotted up to the white unicorn who stood next to Rainbow. The unicorn signed the delivery sheet, then waved him off. He and his fellow wasted no time in galloping away.

“All right,” the unicorn practically sang, “Let's get these beautiful stones to the assembly line!”

She trotted into the elevator and pressed her hoof against a special panel; a line of light traveled up and down, before the panel flashed green. Rainbow simply pressed the button for floor 12.

The unicorn and Rainbow were joined in the elevator by Fluttershy, who looked more than a little concerned. “That's a lot of mana-stones,” she observed. “What in Equestria is all this for?”

“More mage armors, what else?” Rainbow scoffed. “With Twilight challenging Princess Cadenza like that, new clubs keep popping up. That's a lot of two-stone uniforms that need crafting.”

“Oh,” Fluttershy frowned. “Are you sure you're up for it, Rarity?”

This to the white unicorn, who merely flipped her perfectly coiffed mane. “But of course, Darling!” Rarity assured them. “I will ensure that each uniform receives the same amount of Time, Love, and Couture as I've given the rest. Some of our... eager new clubs will simply have to wait their turn against Twilight.”

“If they even get the chance,” Rainbow pointed out. “The princess has her own Element. She might change her mind and just crush Twilight into the dirt.”

“Is anyone else as worried about the princess as me?” Fluttershy traced a circle on the floor. “Wearing an Element... it can't be good for her.”

“Princess Cadenza can handle it,” Rainbow assured her.

“Maybe. But can she handle it, and Twilight at the same time?”

Rainbow scoffed again. “The princess can handle anything! And even if she can't,” she added, “That's what we're here for.”

The elevator ground to a halt, and Rainbow cantered up to the door. “I thought Princess Cadenza ordered the Elite Four to do nothing but watch?” Rarity prodded as Rainbow crossed the opening threshold.

“Oh? Yeah...” Rainbow smirked. As if she'd let that stop her. Still, her hoof-steps were not pointed towards the council chambers for nothing.

The door opened and she staggered out in a rush of steam. Only the towels wrapped around her body and head kept the chill away, even as she collapsed into her throne. She raised her head and stared at the cabinet across the room. “That was... unexpected,” Cadenza muttered.

It had happened so suddenly; she thought she had it under control. The fire, burning rage; a Nightmare indeed. The Tantabus was a weapon, a force of pure destruction, barely contained by her will. When she slipped even a little-

And yet-

Cadenza shivered. The Nightmare of Pleasure, her father had called it. He was right. Every moment wearing the dress, the armor, was a thrill. But the longer she wore her Element, the more Cadenza could feel... something. Something growing. Feeding. Eating away at her life and growing stronger. The Tantabus hungered for her, her magic, in a way that terrified her.

But now apart, she felt a hunger as well. A hunger to wear it again. To feel that power and darkness, just inside her. She could do anything. Even take the throne. She could rule all of Equestria. It would be so easy. Just open the cabinet-

She blinked. She was across the room, one hoof on the handle that would open the miniature doors. She shuddered.

She was Princess Mi Amore Cadenza, heir to the throne of Equestria, supreme ruler of Canterlot- and most of the surrounding lands. She would not allow what amounted to a piece of clothing to usurp her.

Cadenza returned to her throne, and breathed deeply. That was the problem. The Tantabus didn't manifest those desires out of nowhere. It was inside her. It was her passion, her goal. The Tantabus promised it to her now, consequences be damned. She saw herself as if in a waking dream, standing over a bloody field, raising a new flag. At her hooves, the bodies of Twilight, of her students, of her-

“Uh, your highness?”

Cadenza straightened as Spike approached with the usual tea. She managed a smile, a genuine one. He wore a rather frilly apron, the one he insisted kept batter from mucking his scales. On the platter was a plate of scones, which he hardly ever prepared. He was worried about her.

Sure enough, he asked, “Are you okay?” as he handed her a teacup.

She took the dish. “This is my fate,” Cadenza said simply. She sipped from her cup. Hot, with a hint of peppermint. Just as always. “Twilight will come back with her Element. I must be ready to do the same.” She brought the cup back to her muzzle.

And then she lowered it. “You're fast, Rainbow Dash, but not stealthy.”

Rainbow stepped out of the shadows behind the princess' chair. She chuckled. “I wasn't trying to be! Stealth is for ponies who aren't fast enough to get in the first strike. Not that I would attack you, princess,” she added quickly.

Spike beat a hasty retreat out of the room.

“You can call me Cadence, you know,” the princess smiled. “And I never thought you would attack me. I am curious about what you do want.”

“You have to ask?” Rainbow frowned. “I wanna have a go at Twilight.”

Cadenza sighed. “I told you-”

“Yeah, yeah, big plan and all. But come on!” Rainbow threw her hooves in the air. “It's been forever since I had a real challenge. Twilight even beat Lightning Dust. Lightning. Dust. She was the only pony who ever even came close to matching me.” Rainbow's eyes narrowed. “Just one go 'round. That's all I'm asking for.”

“And if you lose?”

“Puh-lease. I never lose. I'm just in it for the thrill.”

“Hmm.” Cadenza stared at the ornate walls, her mind wandering. “You've changed quite a bit from when we first met...”

Rainbow Dash leaned back and relaxed, just as she had all day long. It felt good to be out of flight school. Even though she hadn't gone today at all. Thank goodness for truant officers too lazy to bust apart a couple clouds. She lowered her sunglasses and stretched outward.

She felt the shadow first. Then she heard the voice. “You Rainbow Dash?” the pony asked. A stallion, she noted. Or more likely, a colt. It was a little too high pitched.

“Who wants to know?” she replied, without opening her eyes.

“Name's Hoops,” he said. “I heard you're pretty fast.”

That got her attention. Rainbow opened one eye and looked at the colt. He was stockily built, more like an earth pony than most pegasi. Probably an athlete. Probably older than her too. She'd never seen him at flight school before. Still, she wouldn't turn down praise. “Pretty fast?” she laughed. “Puh-lease. I'm even faster than that!”

“In that case,” Hoops said with a less-than-pleasant smile, “Wanna race?”

Rainbow froze. Almost literally, as the moisture in her cloud turned to ice against her spine. “A- a race?”

“Yeah.” Hoops pointed east. “One lap around the school track. You up for it?”

Rainbow looked over at the track, an obstacle course of clouds hanging between a pair of grandstands. The stands were already full of foals, some looking in their direction. She wilted. “You know what, I just remembered... I was supposed to- er- water the trash!” She shook her head. “Take out the garden. Garden the trash!” Rainbow mentally face-hoofed. “I gotta go!”

She shot upwards, most her cloud dissolving into tiny puffs in her wake. “Ha!” Hoops jeered after her. “I knew you wouldn't do it. You're just a chicken, Rainbow Crash!

Several other foals heard and laughed. They began to chant. “Rainbow Crash, Rainbow Crash!”

She screeched to a halt in midair. She hated that name. Oh, how she hated it. Rainbow slowly lowered herself down until she was eye-level with the colt. The chanting of the others bored into her ears. She opened her mouth, about to tell them exactly where they could go.

When quite suddenly, a light blared down on them. It was like a second sun had appeared in the sky. A shape appeared in the light- the vague form of a pony with both wings and a horn. The princess shouted, “Enough!”

The foals' chanting dissolved into terrified whimpers as they cowered in the clouds. Even Hoops stepped back, his ears flat.

Rainbow stayed where she was, but she couldn't deny she was intimidated by the other pony. Princess Mi Amore Cadenza was legend. She was a head taller than the students, and her wings- it was like looking at a goddess.

Cadenza descended to stand on the same cloud as Hoops and Rainbow. She walked up to them. At that point, Rainbow realized it would probably be in her best interests to bow. She did.

The princess smiled. “Rise,” she said. “You have nothing to fear.”

Rainbow looked up.

“That mark on your flank- it's not some trophy, or an empty promise. You, Rainbow Dash, have a gift. I've seen you fly,” Cadenza admitted. For a moment, Rainbow felt creeped out. Then she felt honored. The princess had been watching her! The princess had noticed her! Cadenza continued, “You're the best flier I've ever seen. You can show them- you can show them all. Their words should mean nothing to you. Do you understand?”

Rainbow gawked at the bigger pony, struggling to speak. “I- I think so,” she whispered.

“Then prove it.” With a flap of her wings, Cadenza soared over the foals' heads to the cloud stands. She settled into the top row.

“I uh-” Hoops was having just as much difficulty forming words. “I suppose we should race, then.” He didn't sound so enthusiastic anymore.

Rainbow, on the other hoof, felt a surge of energy that spread from her chest. “Yeah, let's go! Unless you're afraid of embarrassing yourself in front of the princess?”

“Oh, it's on!” Hoops flapped over to the starting line, snorting angrily. Rainbow set down on his left, tense.

Slowly, the students who hadn't already found places in the stands to sit. A few passed bits around, bets placed. A dark-furred colt named Thunderlane brought out a checkered flag. “On your marks!” he shouted.

The stands grew quiet. Rainbow forced herself to breathe.

“Get set!”

She flapped her wings once, spreading her feathers out.


Thunderlane waved the flag and the race was on and in an instant they were both far down the track, slipstreams tearing wisps away from the track itself. Hoops' reaction time was a bit better; he took off faster, and was now using his considerable bulk to block Rainbow from passing. She growled, fighting to keep steady in the wind. She moved sideways and backed off slightly. The turbulence lessened.

Hoops glanced back and saw that she'd fallen behind; he sneered. Rainbow saw his expression. It made her angry.

Ahead in the track was a tight turn- a complete one-eighty that was designed to make the students wipe out. As most of them inevitably did.

Not this time.

Rainbow swung to the other side of the track, saving her energy. Any second...

Hoops slowed and swung out towards the wall, taking the turn easy. Exactly what she was hoping for.

Rainbow shot ahead, pouring on speed, angling her body to the point she was almost flying sideways, taking the turn as close to the inner wall as she could. She felt a drag on her belly- the remains of Hoops' slipstream. It pulled her out just enough to keep her head from plowing into the construction-grade clouds, and she took the lead.

Adrenaline shot through her as she leveled out. She'd done it. She'd taken the lead! Rainbow grinned. She hadn't flown all-out in a while. She was overdue.

Rainbow pushed her wings-

And Hoops smashed into her from behind. The light smack to her wing was all it took; Rainbow spiraled sideways into the clouds. Ouch, she winced. She looked up. There wasn't much track left; this was the second-to-last straight.

Hoops wasn't taking advantage of her accident though. He was too busy laughing. “Nice one, Rainbow Crash!” he called out. Hoops' wings buzzed, and he took off, even as a number of the spectators began to chant.

Embarrassment burned her cheeks. She'd lost. And she was humiliated. Again. For a moment, she wanted to sink into the clouds and give up.

But... there was something... a tiny flame. Something that wasn't doused in cold teasing or tears. Inside her.

You're the best flier I've ever seen.

Rainbow blinked. She looked up to the stand, where Cadenza was still watching. The alicorn was looking right at her. She raised an eyebrow.

You have a gift- you can show them all.

The words echoed back to her. The flame grew.

Their words-

“-Mean nothing to me!” Rainbow spat.

Between Cadenza's words and her anger at the chanting, the fire spread from her chest. It filled her from tail to wingtips. It was blazing hot, and she liked it.

Rainbow pushed off, moving her wings different. It was instinct- forward, up, down, back, repeat; an infinite loop in Infinity's form. Upstroke, downstroke, didn't matter. Rainbow accelerated down the track. Out the corner of her eye, she saw the faintest wisps of color, like the northern lights.

Rainbow barreled around the last turn without even flinching. She put her hooves out, still moving faster. The air parted. Clouds shook themselves apart in her wake. Hoops looked back, and his jaw dropped open. He forgot to flap.

“What the-” his voice was distorted by their speeds.

Rainbow just smiled. “Like I said! Faster than that!

At the last second, she overtook him and passed the finish line. There was a loud noise, and Rainbow was thrown forward, faster than she or any other pony had ever moved. The lights at the edge of her vision intensified, turning everything into a vibrant spectrum.

It was some time before Rainbow stopped. She wasn't sure how long it had been, actually. She was back at the flight school. If she didn't know better, she'd swear she'd circled the whole planet. Hanging in the sky was an arc of color, her namesake. Like a sign.

Rainbow collapsed onto a cloud. She'd won. Against every odd. Now... now it was time for a nap.


Rainbow's eyes snapped open. She recognized the voice.

Princess Cadenza floated down out of the sky. She settled on the cloud without fanfare, without the blazing light. In spite of everything, she looked... like a normal pony.

“Your Highness?”

“Cadence will do,” she smiled. “And you, my little pony, did well.”

“I- yeah, I guess I did.”

The princess laughed. “Suddenly confident? I suppose,” she mused, “You have good reason to be.” Her eyes wandered to the curtain of hues overhead.

Rainbow looked up at the rainbow. “What?” Cadenza fixed her with an accusing stare. “I did that? But- I mean, how...”

“A sonic rainboom.”

Rainbow swallowed. “But that's... That's impossible.”

“Apparently not,” Cadenza said dryly. “I watched it happen. It's as I said- you have a gift. Though I'll admit, this wasn't what I expected.”

“Tell me about it.”

Cadenza extended a wing toward the smaller filly. “It's unexpected, but not unwelcome. I... have an offer.”

Rainbow glanced at the wing and then up at the princess. “What kind of... offer?” she asked hesitantly.

“I'm building a school,” Cadenza declared.

All right. That was not what Rainbow was hoping for. Still... “Go on.”

“My school will be unlike any other. It will be a place of challenges and hardship. But also great reward. And a pony like you could do far worse than coming there. In fact-” Cadenza fixed her gaze on Rainbow's. “I want you by my side. Come with me to Canterlot High, and I can give you whatever your heart desires.”

Rainbow instinctively looked up at the stands. She remembered the jeering names. That feeling of... trapped-ness.

Cadenza followed her gaze. “I can't promise that no pony will laugh at you,” she said. “But I can teach you to rise above them. To be better.”

To be better... Better than all the ponies who had scorned her and made her feel small, weak, inadequate...

Rainbow swallowed. “Where do I sign?”

“You've been a great teacher. And friend,” Rainbow said. “Can't I put the stuff I've learned into action? Just once?”

“Against Twilight.” Cadenza set down her tea, the liquid now cool. She kept her voice even. “If anypony has laughed at us, at Canterlot High and all we represent, it is her.”

Rainbow shrugged. “I admit it'll feel pretty good to thrash her after all of that.”

“As if the likes of you could beat her.” Cadenza winced at the words, but picked her teacup up and hurled it over her shoulder.

She turned just in time to see Rainbow dodge. The pegasus hardly moved, but her image blurred sideways for a moment. It made Cadenza feel as though the entire room were moving. The air crackled with electricity.

And then the cup smashed into the wall, splattering droplets across the floor. Along with shards of porcelain. Rainbow blurred back into place.

“You were holding back,” she complained.

Cadenza's expression never changed, even as she settled back into the chair. “You have my permission to challenge Twilight; though, I doubt you'd listen if I said otherwise.”

“Thanks... Cadence.” Rainbow trotted past her towards the exit. “Maybe when I beat her, we can celebrate with a cloud-walk or something.”

Cadenza waited a moment until her lieutenant was gone. Then she smiled sadly. “I'd like that...”

Spike reappeared in the doorway, having exchanged his apron for a towel and dustpan. “Oh- I'm sorry for the mess,” Cadenza apologized.

“Nah, it's alright.” He frowned at the porcelain splinters. “But uh- wasn't this one your favorite?”

Cadence chuckled. “Was. I suppose another of the set will have to do. Do you mind brewing a fresh pot?”

“Of course not!” Spike dumped the shards into the trash and began mopping up the tea. “As soon as I'm done, I- braaaaaap!

Spike recoiled as a burst of fire erupted from his mouth. The smoke from the fire curled upward, and condensed into a familiar shape. It fell to the floor with a soft pfft. Spike rubbed his throat as he picked up the letter. It had been quite a while since the princess had received dragon mail.

He gulped when he saw the wax symbol holding it shut. “Uh- Cadence?”

She leaned forward. “What is it?”

“You've got a letter.” He hesitated briefly. “It's from Queen Midnight.”

High inside the Crystal Palace, a dark throne stood like a claw thrust from the very ground. Lounging upon its comfort was the Queen. She thought of the letter she just sent- Cadenza should have received it already. It was short, to the point. As it should be. She came home from a short bit of business and found her guards assaulted, valuable property stolen... Answers were needed. Even from the princess.

Especially from the princess.

Queen Midnight stretched, her highlighted mane falling luxuriously down her shoulders. Her lighter hued fur flowed as she stood and moved to the throne room's windows. Moonlight reflected off her star cutie mark. She smiled, thinking about Cadenza reading the letter. She mouthed the very words that she'd wrote, imagining her daughter reading them at the same moment.

“What's this I hear about you putting on your wedding dress?”

Twilight yawned. Her conversation with Zecora last night hadn't helped her sleep. She was still seeing griffons, griffons that came down and tore her armor-friend apart. She'd tossed and turned for hours before falling into a fitful slumber that left her even more tired.

At least today was Friday, and she'd have the whole weekend to recover. Derpy had already zipped up to school, but Twilight plodded along from the tram station at a much slower pace. She was almost asleep on her hooves.

Tsk. That won't do at all.

Twilight jumped as a surge of energy rippled through her. “The hay!” She whirled around. “Cell, what-” She faltered. “Did you do that?”



I returned some of the excess energy I've absorbed. You should feel more awake now. And something tells me you'll need the boost.

She thought about it. “You're probably right,” she admitted. Twilight looked up and paused. Somepony was expecting her. In the school's entryway was a post, with a note tacked on. Her name was written at the top in big, bold letters. Under that, hastily scrawled in familiar scribble, was a challenge.

“Think you're all that, Sparkle?” she read aloud. “I'm on the Buck Ball court all morning. Time to face somepony more Elite.” Twilight read it twice, then a third time just to be absolutely sure that's all it said. The note set off several alarms, but nothing that made her think it was anything other than what it was. There was no code, no cipher.

Just the invitation.

Twilight considered not going. There was nothing saying she had to. And she knew the victories she'd had so far would be nothing compared to fighting one of Cadenza's Elite Four. After all, there was a reason they were called 'Elite'.

Well? What are we waiting for? Cell asked.

“I'm trying to decide if we can beat her,” Twilight said truthfully. “And I'm not sure we can. Do you think we can?”

Of course! Well, maybe, Cell faltered. All right, I am not certain. But we'll never know unless we try. And we'll have to fight the Elite Four eventually, since they stand between us and the princess.

“That's not encouraging.” Twilight mulled over it a bit more. “But you're probably right about that, too. I appreciate the honesty.” She turned and trotted towards the Buck Ball court.

Rainbow sweated under the warm lights. Not from any particular emotion; they were just hot. She made a note to harp on maintenance about the bulbs they were using. Spotlights should be cool. And with every eye on her, she couldn't afford to look nervous.

Not that she was, of course. With the whole of Canterlot High turned out to watch her destroy Twilight, how could she be? There were even a few town-folk in the crowd. It seemed some ponies had called home and spread the news. Rainbow didn't mind. The more ponies, the more energy in the room, the more energy she felt. Pure thrill pulled her muscles taut.

At least three ponies were not so excited to be there. High up in the V.I.P. box, Shining Armor stood behind Fluttershy and Pinkie Pie and studied the playing court. A pair of poles had been erected at the center line, a ribbon strung between them. Rainbow hovered just in front of it. Shining's expression soured.

“No fun,” Pinkie complained. “If I had permission I could pop her like a balloon! Well, I dunno,” she backtracked, “Balloons shouldn't really be popped. Popped balloons are no fun either. Pop her like a party cracker?”

“We should trust the princess to always take whatever actions she thinks are best,” Fluttershy said. Then, under her breath: “Even if her actions in this case don't make much sense.”

Shining grunted. “Best course or not, I don't understand it. Rainbow Dash isn't the smartest, but she's also no slouch on the battlefield. If Cadenza wanted Twilight dead, why give us the order not to engage in the first place?”

“Maybe there's something else going on we don't see?” Fluttershy suggested.

“Maybe.” Shining narrowed his eyes. “But she should at least be here to see it for herself.”

Pinkamena's mane flattened out briefly. “Mimi had to go take care of some 'family business'.” She put the words in air quotes. “She told me that she already knew how the fight would end.”

“Really?” Shining looked intrigued. “I wonder what she meant by...” He trailed off as a commotion rose at the edge of the spectators.

Rainbow perked up. “About time!” she called. “I was beginning to think you wouldn't show up.”

Twilight hopped over the thickest bunch of ponies and trotted to the center ring. “Oh, you shouldn't have worried about that. There's no way I'd pass up this opportunity. I just... had some stuff to think about.”

“Well, you better not spend the whole battle thinking, or this'll be a short fight.” Rainbow smirked. “You ready?”

Twilight reached up and slammed her bracelet against her horn. “Solar Magic, Harmonize! Element: Celestia!” Rainbow watched, mildly impressed, as her armor shifted forms in a flash. The Element glowed with power. “Ready,” Twilight announced.

“Right.” Rainbow inched lower to the ground. “Here's how this is gonna work: you see those clouds?” She pointed to a curved pair of cirrus. Twilight nodded to show that, yes, she was not blind. “Those are the boundaries of a race track. One you and I are gonna race on! Got it?”

Twilight frowned. “I thought this was a fight?”

“Where's the fun in that?” Rainbow scoffed. “Don't worry, we can still attack each other. But what I really wanna see is who's faster!”

The alicorn muttered something that did not sound complementary. “What was that?” Rainbow frowned.

“Nothing!” Twilight said. “Let's just race.”

“Exactly.” But the frown never left her face. Twilight was still making fun of her. Of the school. Rainbow seethed as she took her spot on the other side of the starting-slash-finishing line. “Tell you what,” she decided, “Lightning Dust gave you a ten second lead. I'll be even more sporting. Fifteen seconds!”

Twilight looked at her sideways, then murmured into her dress. Rainbow felt bile rising up, but forced it down. Maybe once Twilight ate her dust, she'd have a bit more respect.

Pinkie Pie ducked below the edge of the V.I.P. box and jumped out from behind the left pole, startling Rainbow. Even after so many years... She doubted she'd ever get used to Pinkie.

The party pony pulled a microphone from her mane and tapped it; the feedback made the crowd shut up. “Gooooooood morning everypony! We've got a wonderful day planned for you, starting with our two racers, Rainbow Dash and Twilight!

Was it Rainbow's imagination, or was the cheering slightly louder for the latter? No, no, it couldn't have been. But if it were true- the mere thought was fuel for her fire.

Pinkie pulled a map of the course literally out of nowhere and explained to the audience, “They'll make one lap around the track, which'll lead them around the school, through the town, and back. The only rule is that they have to stay inside the track. Otherwise,” she grinned rather sadistically, “Anything goes.” The crowd clapped appreciatively. Pinkie tossed the map aside and raised a checkered flag. “Is everypony ready?”

“Ready,” Twilight affirmed.

“Ready,” Rainbow smirked.

“READY!” the crowd shouted.

“Then on your marks, get set-” Pinkie paused dramatically. They leaned forward...


Pinkie smashed her flagpole into a gong, and Twilight took off.

After a moment, she looked back, seemingly surprised that Rainbow was keeping her word. “Eleven,” Rainbow called to her. “Ten, nine, eight...” Twilight turned back around and pushed her wings harder.

Rainbow kept counting. But at the same time, she studied the way Twilight's wings moved. The alicorn was fast, but her technique was beyond sloppy. This was going to be so easy.

“-Three, two, one!” Rainbow finished her countdown. “Let's go; Three-stone Mage Armor!” she shouted, “Storm Regalia!”

The sheets of metal surrounding Rainbow's body exploded outward, sheathing her in magic. The air sizzled with energy before an enormous CRACK of thunder rolled outward. Twilight tumbled in the shockwave, even as Rainbow's armor began to reform, taking on a new appearance. Bigger. Stronger. Powerful. Her armor was styled similar to that of the ancient pegasi, but half as large again; Rainbow was covered from head to hoof in metal. Razor edged blades made up her wings. Her hooves were like anvils. Her helm was crafted from jagged slices of metal like lighting bolts. In spite of its bulk, the armor was designed for one thing and one thing alone: speed.

Rainbow quivered inside her armor, the feeling of... well, she wasn't sure what, but it felt amazing. She pushed off, wings looping in infinity just as they had so many years before, only now made from metal and much, much bigger. It seemed like no time before she was catching up to Twilight.

The alicorn simply gaped at her and her armor. “You might wanna increase your Angle of Attack,” Rainbow suggested. Her voice echoed mechanically. “'Course, that still wouldn't be enough...”


That was all she had time for before Rainbow surged ahead. She rounded the next corner, circling the rear towers, swooping and soaring like she hadn't in far too long. Smiling to herself, Rainbow lowered her rear hooves ever so slightly; a thick bank of fog spread outward where they dragged the air.

“Accelero Expony Duplexus!” Rainbow heard the shout and her smile became somewhat strained. More magic tricks. Twilight burst through the fog bank a second later and pulled alongside her. “One of these days I'm going to remember that binding spell, and then you'll all be in big trouble.” the alicorn grumbled

“Well until then,” Rainbow called across the wind, “See ya'!” She pushed her wings harder, ready to show off for real.

“Oh no you don't!” Twilight lunged forward with her sword. Rainbow blocked the strike with a sweep of her wing. Her metal feathers locked against the blade, and she was forced to hover on only one. Twilight kept pushing forward though, strong-arming them into an awkward shuffle down the track.

Rainbow twisted, sweeping her wing down and dislodging the blade. Twilight tried to compensate and ended up doing a full flip; the crowd laughed. When she righted herself, Twilight immediately struck again. Her sword stabbed deep into Rainbow-

Or not.

Rainbow smiled. It was an after-image, an illusion. A speed mirage. And Twilight fell for it. She swiftly flew a circle around the alicorn, creating a full crowd of herself. “They're expecting a show,” she said, voice coming from each image. “I say we give 'em one.”

Rainbow jumped away from the mirages and slid her wing across Twilight's back. A deep gash opened up in her armor; Twilight faltered, but it began to close up almost immediately. Rainbow tried again, but the alicorn was ready this time, and parried. Rainbow scowled; this was more of a challenge than she'd been expecting.

The other ponies of the Elite Four leaned out of their seats, struggling to see the action. Twilight and Rainbow darted down the track. In some places they slowed considerably, and the heavy clashing of metal on metal reached ponies' ears.

“She's getting frustrated,” Fluttershy observed.

Shining grunted. “Which one?”

“Both, actually.”

“Well, they're not alone.” He frowned deeper than ever. “It's not like Rainbow Dash to struggle this much. Nothing should be able to stand up to the full power of her three-stone mage armor. She-”

He was cut off by Pinkamena's giggling. “Oh, this isn't Rainbow's full power silly! But something tells me we'll be seeing that soon...” Her mane frizzed, and Pinkie glanced over the next few paragraphs, just to be sure.

“Oh no!” Fluttershy pointed, and they all turned to see Rainbow be knocked back by Twilight. The pegasus fumbled with her wings, barely avoiding the next sword strike. The crowd roared for blood; whose, they didn't care.

Rainbow righted herself and glared at Twilight. The alicorn glanced at her, then ahead- and shot down the track, taking the lead. “Oh no you don't!” Rainbow roared. She pushed forward and came up alongside Twilight. With every beat of her wings, she slashed at the other mare. They didn't bother with strength this time; it was parry, block, dodge, slice, repeat, a dangerous dance of metal and crystal that left the air scintillating.

And swiftly enough, Rainbow found herself losing ground. Twilight was just plain better with that sword. That made her angry. They were above the city now; Rainbow brought her wings together on the next flap, unleashing a gust of wind that nearly blew Twilight into the anti-flight net. Wind, she thought. Rainbow smiled. “Not bad! But I've still got more than a few tricks in my playbook!”

She held out her hooves like she was waiting for a hug, and Twilight paused, seemingly confused. Then the air began to ripple. Vapor trails poured from Rainbow's hooves; thick, dark tendrils of storm. A cloud formed. And another. And another. In moments they were surrounded by towering cumulonimbi, a veritable wall of water and death. Lightning flashed inside the clouds. Cold wind raked through their fur. Slowly, then faster, the storm began to spin.

Rainbow's eyes strained from the high-attitude glare she sent at Twilight. “All pegasi have a little control over the weather. But with my mage armor, I'm at least a hundred and twenty percent more awesome!

She punched outward at Twilight, and a funnel of wind erupted from the cloud bank. Twilight dodged the sideways tornado, only to almost get caught in another. Rainbow wove a net of wind across the eye of her storm. Her hooves twisted the air into macrame, even as she moved the whole storm across the sky. In her mind, she saw the layout of the course, and followed it, bringing them ever closer to the school, even as she kept Twilight trapped and confused.

“Eeh-nough!” Twilight roared. Rainbow saw flames explode on the other side of the eye; Twilight, mane and tail replaced by fire, fur ashen white under her armor, shredded the cyclones and came right for her.

Quickly, Rainbow reached into the cloud. Her hoof grabbed hold of something that jumped and shook like a serpent, and she withdrew- and hurled the lightning bolt at Twilight. The alicorn instinctively flinched, losing the fiery appearance, and raised her sword to block the bolt. “Can I go a week without somepony hitting me with lightning?” she complained.

“No!” Rainbow growled. She plucked another bolt from the storm and chucked it like a javelin. This time, Twilight was ready; she caught the electricity on the tip of her blade and spun, hurling it back at Rainbow. She took it full in the chest, and laughed at the slight tingling. Her wings didn't even shake. “Energizing!” she said. “Now see how you handle this!” Rainbow lashed out again, and the largest tornado yet slammed into Twilight. She was pinned between the funnel and the wall of the storm. The alicorn struggled for a moment, but it was in vain; she was sucked into the tornado.

Rainbow smirked, and allowed the storm to mostly dissolve. Through the clearing sky, she saw the finish line was only one straight path ahead. Behind her, Twilight spun in the twister, which itself spun between the two remaining clouds. It was dizzying just to look at. Rainbow swooped down towards the buckball court, confident in her victory.

“When are you gonna learn-” Rainbow couldn't help but glance back when Twilight shouted- “Not to turn your back on me!” In the winds, Twilight snapped her wings closed and shot out of the tornado, catapulted forward at impossible speed.

Barely a foot from the finish line, Twilight overtook Rainbow and sliced through the ribbon.

“NO!” Rainbow howled. Twilight skidded to a stop just past center field. The crowd cheered- for her. Not for Rainbow. The pegasus hovered, stunned.

Her eyes narrowed. No way was she letting this happen. Rainbow flapped her wings once, and shot down. She slammed into Twilight, and there was a sickening crunch from the bottom of the trench they just plowed.

“Oooh!” the ponies winced.

Rainbow stood, snarling, and pulled Twilight up by her neck. The sword clattered to the ground. Judging by the way her hind legs flopped uselessly, her spine was snapped. Good.

Twilight still struggled, pushing with her fore-hooves. “Well, hurry up!” she spat, which seemed an odd thing to say. “We haven't got a minute.”

Rainbow drew a hissing, laughing breath. “We've got all day. And I plan to use it.”

“For what? The race is over. You lose,” Twilight ground out through her teeth.

“Anything goes,” Rainbow reminded her. “And I never said I was a graceful loser!”

She reared back and shoved Twilight into the ground with a jaw-rattling Thump! The alicorn coughed up blood, and Rainbow smeared her face in it. “Taste defeat,” she taunted. Then she twisted, and tossed Twilight across the court. Rainbow flew over in a blur and caught her chew toy before she hit the ground. She held Twilight up in one hoof. “Yo!” Rainbow called out, “Students! See this mare?” The ponies stood stone-still, caught between wanting to obey and wanting to run away. “She isn't some hero here to save you. Got it? And even if she were-” Rainbow pulled back her other hoof. “Heroes di-

“Leave her alone!”

A small, gray unicorn charged out of the crowd, armed with nothing but a plank. Rainbow was too surprised to do much more than watch as the filly began beating her with the piece of wood. She couldn't even feel it. Were ponies really so dumb that they thought they could stop her like that?

After a moment Rainbow simply flicked the board away. She dropped Twilight and slowly advanced towards the filly. She savored the fear she saw in the other ponies' eyes.

Her diminutive opponent gave an apologetic grin and backed away. “Can't blame a filly for trying, right?”

“Actually? I can.” Rainbow raised her hoof, about to call down the wrath of the heavens on her.


Twilight's shout rang out loud and clear. An instant later, Rainbow felt something wrap around her hoof, yanking it backwards. She spun in the air and saw Twilight, still on the ground, one foreleg raised, with a chain trailing from her hoof. The chain led up to Rainbow's hoof.

Twilight looked almost as surprised as everypony else. She looked down at her armor. “Did you do that?”

The armor didn't say anything, of course, but Rainbow thought she saw the chest plate shift. Like an eye narrowing. Twilight's expression grew more and more gleeful. In spite of what should have been a broken back, she stood up. “Fine,” Rainbow decided, “I'll kill you first!”

Before she could move, Twilight lashed out with her other hoof. More chains sprouted from the greaves; Rainbow tried to fly away, but the one around her hoof held her tight. She dodged right, then left. The shackles changed direction, following her. They wrapped around her like the tentacles of some ancient sea monster. One passed through her mouth like a bit, another latched onto her wing, and the third her hind leg.

Rainbow thrashed against the chains. She lost the race; there was no way she was going to lose the fight, too. She flapped her wings and summoned the wind. She almost dragged Twilight into the air.

But the alicorn was stronger. Twilight planted her hooves in the dirt and yanked the chains. With a snarl, Rainbow smashed into the dirt. Twilight let go of the restraints. They wrapped tighter, forcing Rainbow's wings to her sides, hobbling her hindquarters.

“Go Twilight!” she heard the filly yell.

“Go home, Dinky!” Twilight replied. She looked down at Rainbow with something almost like pity. “As for you...” Twilight picked her sword out of the dirt.

Rainbow spat out the chain and pushed herself up. “No pony's fast enough to-”

“Bearer's Blade! Friendship is Magic!” Magic flared around Twilight's sword, and it doubled in size.

Rainbow's ears drooped. “Oh, horse app-”

Kesshi Soshitsu!” Twilight lunged, her sword aimed straight at the gems on Rainbow's chest. Rainbow instinctively tried to flap her wings to dodge; instead, the blade hit metal and jewel. A moment passed. Rainbow dared hope that Twilight somehow hadn't done what she just did.

And then her armor exploded into dust. Rainbow dropped to the dirt. She felt the rush of power leaving her.

Inside the council box, Pinkamena's mane flattened completely. “Oooh. Guess I should've read a little further.”

“I guess we know why the princess said she didn't need to be here.” The other two turned to glare at Fluttershy. The pegasus turned crimson and sank into her seat.

Rainbow looked down at her bare hooves, then staggered upright. “No,” she said. “No no no no no NO! Armor or no armor, I'm still the fastest mare around. I'll kick your plot from here to next Tuesday! I- ack!” Her rant was prematurely ended by a glowing ring around her throat. The magical manacle raised her up, then hurled her into the wall.

Shining Armor jumped from the box to center field. He took a step towards her, still maintaining the ring. “That's enough!” he spat. “Rainbow Dash, you lost. Twice,” he emphasized. “You've been stripped of your rank, your armor, your dignity. Do everypony a favor. Get off this court before you embarrass yourself- and our princess- any more.” He released her.

She stared at him as she rubbed her throat. Did he just- yeah, he did. Rainbow swallowed hard. “I- I...” She glanced through the crowd, but didn't see a friendly face. Up in the box, Fluttershy and Pinkamena sent off waves of bitterness and disappointment. And behind Shining, Twilight stared at her, arrogant, almost daring her to do something. “I... concede.”

Rainbow turned and walked away She forced her head high, one hoof in front of the other. She wouldn't give any of them the satisfaction of seeing her break down. More. She ignored the celebration behind her, the no-stones swarming the court, lifting Twilight over their heads. The mutters of the one-stones and two-stones. As much as it burned, she forced it down.

A black and white figure watched Rainbow leave, then slipped quietly into the shadows. “Rainbow's strength became her weakness,” she muttered. “A fine line; one which could cause Twilight much distress.” Zecora forced herself to breathe. She couldn't help Twilight by worrying. And the race had actually gone better than she expected. Perhaps she could put a bit more faith in her alicorn friend.


Twilight was glad the week was over. So much had been happening, so many battles won and lost, plus keeping up with her schoolwork... It was stressful. This was just the thing to help her relax.

Wash day.

Twilight hummed to herself as she stepped into her and Derpy's room. Cell was right where she'd left her, asleep on the coat rack. Twilight laid out her crystal dress on the bed. She could sense the various enchantments on the fabric, allowing it to change shape and substance with ease, and to never get smelly or dirty no matter how long she wore it. But the actual crystals had no such spells on them. They were dusty, grimy, and in need of a good polish.

Twilight retrieved the proper supplies from the kitchen, then returned to her room. She tapped her horn to the ring, sending out a magical wake up call.

Twilight? Cell spasmed awake. What is it? What's wrong?

“Nothing's wrong,” Twilight giggled. “You just need cleaning.”

WHAT! The armor's panicked shout may have burst a blood vessel or two. No, no no no no. Cleaning, it's not meant for me. I- I'm allergic.

Twilight rolled her eyes. “Really,” she deadpanned. That amethyst eye stared back at her. “Well that's too bad. I thought you might like to get rid of that stain Berry Punch put on your back, but whatever.”

Stain? Cell hesitated. All right, she said finally. But just that one spot!

Twilight smiled. She picked up the outfit in her magic and placed it on the table, face-down. Cell raised her front up enough to see straight ahead. She seemed far too nervous for something so powerful. Twilight wet a small cloth and squinted at the crystalline fabric.

Please be gentle.

Twilight stuck her tongue between her teeth and wiped a small section near the shoulders. Cell shuddered. Gentle, gentle, I- ooh. She fell silent for a moment. Then- Do that again.

Twilight frowned and ran the cloth over that spot. Ooooh, Cell moaned.

“Are you- okay?”

Better than okay, that feels...sublime.

Twilight hesitated. This seemed like it could get weird. “Should I... should I keep going?”


She was startled for a moment, but then Twilight began scouring her armor clean in earnest. As she scrubbed, she thought about the rather... interesting morning she'd had. Cell had been right to encourage her. They'd beaten Rainbow Dash! In a race. It'd probably been years since anypony could say that.

But the rest of the day hadn't exactly been easy. Derpy was so happy, she wouldn't shut up; Twilight had lost her temper a bit in the afternoon and shouted at her. Most of her teachers seemed wary of her now, and she hadn't gotten a chance to talk to Zecora. All of the other students were terrified of her. And the Elite Four- well, three, now- kept appearing in the corners of her eyes, shadowing her in the halls.

Thankfully, she now had the entire weekend to relax. Maybe by Monday the heat would be off.

Cell rolled onto her back, and Twilight continued the cleaning. A look of pure bliss shone in that amethyst eye. Soon enough Twilight was stepping away with a cloth that was now black as coal. She placed that cloth, somewhat sheepishly, onto the already growing pile of laundry. A family of five- six for now- accumulated a lot of soiled linen. She briefly wondered how the increased rate from her arrival compared to before. Then she turned back to her outfit and looked it over.

Cell was dazzling. Brighter than even the first time Twilight had worn her. The alicorn could not see a single flaw or blemish.

Is it over? Cell asked.

“Yep.” Twilight levitated the outfit back onto a hanger.

Good. Now I can finally stop pretending to enjoy that.

Twilight chuckled. “Sure. Anything I need to know for next time?”

Cell did not speak right away. Mmm,I suppose you could get under my lapels. And my hemline drags sometimes.

Twilight gathered up her cleaning supplies. For a minute it was silent in the room. Twilight let her mind wander again, back to what happened earlier. “Those chains would've been useful days ago,” she blurted. Immediately she realized what she said. Twilight shoved her hoof into her mouth. “I just mean- I didn't know you had that ability.”

Neither did I, Cell admitted. There's undoubtedly a great many things I can do, that I am not aware I can do.

“I can't imagine not knowing where I came from. Who I am.”

But I do know. I came from that castle, created by the original Celestia. And- The armor hesitated- And I am your friend.

Twilight felt her eyes begin to water. “I- wow. Thank you.”


“You do so much for me, like today. There's not much I do in return.”

I may have only woken up a short time ago, but I am certain that's not how friendship works.

“Right.” Twilight shook her head. “Sorry. I've just... never truly gotten used to the idea that I'm friends with other ponies.” She broke off and stared out the window. Thankfully, Cell didn't press. Twilight watched the stars a moment, her eyes passing over a dark spot that slowly drifted towards the school, almost lost among gathering storm clouds.

About today- Cell hesitated. I don't think it's over. At least, not how you think.

“You sense something? Like with Cadenza's armor?”

Nothing so dramatic. It's just... a feeling. Rainbow Dash doesn't seem the type to let things go.

Twilight sighed. “She isn't,” she agreed.

Well now. I was kind of hoping you'd tell me I was wrong.

“Nope. Honesty is a very important part of friendship.”


“Hey, I know!” Twilight suddenly recalled what she meant to do earlier. “Hold still.”

What are you-

Twilight leaned down and touched her horn to Cell's fabric. “Accelero Duplexus, Nectima!” she intoned. Twilight felt an enormous rush of magical energy leaving her horn- fed in turn by a rush of magic into her from Cell. The loop lasted for a solid minute before the spell was complete.

Twilight fell back, gasping for air. “Wow.”

What was that?

She shook her head. “That was the speed spell. I knew I'd remember to cast it eventually.”

It only took you a week.

“I know. I should've done it the very first day!”

No, I meant- how can you be sarcastic without understanding it?

“Who says I didn't?”

Derpy walked around the corner and saw her sister staring through the crack of Twilight's door. “What are you up to?” she questioned.

Dinky shuddered. “She's talking to her clothes again.”

“Really?” Derpy pressed one eye up to the keyhole. “Huh. I guess she is.” And then she started to walk away.

“Hang on! This is weird, right? Shouldn't we do something?”

“Like what? Besides, it's not like she's hurting anything.”

Dinky stood in the hallway a little while longer, listening to the apparently one-sided conversation. Then she shrugged and trotted after her sister. Why bother?

Cadenza was glad the day was over. The letter had hardly been a surprise, though the timing was unfortunate. She would have enjoyed seeing the day's fight.

She chided herself. Such indulgences went against her goals in the first place. She knew her duty. Her airship settled against the school's landing platform with hardly a bump; Cadenza stepped off.

“You're back!” She smiled as Spike rushed out to greet her. He held an umbrella, which he opened just as the rain began. “Was the Queen upset?”

Cadenza took the umbrella in her magic, which swirled two-tone blue. Dark, light, dark, light. She listened to the water patter off the shield. One of her sabatons splashed in a puddle. Finally, she said, “It was nothing I couldn't handle. I simply explained why I needed the Tantabus, and she relented. She trusts me.”

Spike did a double take. “You- you're wearing it,” he whimpered, seeming to have just noticed.


“Even after earlier?”

“I have to. Twilight is getting stronger. I have to be ready.”

Cadenza paused outside the entrance to the school. Spike danced impatiently, but he could not sense the pathetic figure nearby. “I thought you would be gone, Rainbow Dash.”

The pegasus whinnied softly. “No. I can't- won't- leave. Not while Twilight's still here!” The shadow of the school darkened around her, but Cadence could see the gauze Rainbow wore around her trunk. She had lost, predictably.

“When I said you had changed... I did not mean for the better.” Cadenza turned her head away, refusing to look at her disgraced lieutenant. “You traded fear for arrogance. Anger and recklessness. You lack control, Rainbow Dash. I see through you now just as I did then; you never had the strength to win. Not of body-” she tensed, ready to walk away- “Or spirit.”

“But I do!” Rainbow snarled. “I've changed, I've learned!”

“I see nothing to make me think so.”

“Then feel.

Rainbow grabbed the princess' hoof and shoved it under her bandages. Cadenza felt the world shift; the sky cracked apart, and what was once solid no longer seemed quite so. Her carefully constructed facade slipped. Slowly, she withdrew her hoof as the thunder passed.

“You- you-”

Rainbow's mouth twitched. “I messed up,” she admitted. “I have to beat her. I have to- not just for me. For you. For the school.”

Cadenza stood silent for a moment. If she refused, if she sent Rainbow away, then the school would be weakened. It would take time to cultivate a new Head of Athletics, time she didn't have. But if she said yes, and Rainbow failed again, it would fall on Cadenza. And then Twilight would be the least of her problems.

She took a deep breath. “Find Rarity. Tomorrow morning- you have to be ready. If you fail again...”

“I won't fail.” Rainbow raised her head to stare directly into Cadenza's eyes. Another flash of lightning painted the sky. “I'll die first.”

The princess nodded slowly. This was a risk. She knew it. But she also knew she needed her Elite Four. And Rainbow Dash, for better or worse, was one of them.

Saturday. Twilight smiled into the mirror as she brushed her mane. No school, no worrying about dying, and she got to watch the sun rise in the mirror. The outdoor sink and vanity weren't the most comfortable thing. But staying with the Whooves family meant constantly occupied bathrooms, especially in the morning. This was far easier than trying to squeeze between Dinky and Big Mac going opposite directions.

She tugged at the hairs once more and yawned. Maybe she could go back to-


Twilight paused. She'd felt the breeze from the thing passing by her head. Her eyes focused on a single strand of long purple hair as it floated down into the basin. A single hair, cut.

Slowly, she turned. In the fence behind her was an arrow. Its shaft still trembled. Twilight swallowed. A few inches in either direction...

Her mouth thoroughly dried out, Twilight stepped closer and examined the projectile. The angle was steep, and the tip had penetrated the wood deep. It had come from some place very high indeed. The seal on the scroll attached left little doubt of the sender. Twilight concentrated, and was pleased to see the paper levitate over to her. Her magic was getting stronger. She opened the scroll and started reading.

The note wasn't long; it was even more to the point than yesterday's. But that was what was worrying. Finally, after the third read-through, Twilight set the letter on the ground. She sat in front of it.

If she refused, she'd look weak. Never mind yesterday; the ponies here would judge her on what she did in the now. She couldn't lose her edge.

On the other hoof, if she went it meant giving up her day off. There'd be nothing stopping ponies from challenging her next Saturday and every Saturday after that. And that would be terrible.

Refuse, look weak. Accept, lose control.

Twilight sighed. Why could life never be easy?

The sky was still gray. Heavy, fat clouds loomed over Canterlot High. They threatened to flood the streets later.

Twilight didn't care.

Her focus was on the cerulean-furred pegasus mare waiting in the center of the school courtyard.

She stepped forward nervously. It was strange; there was no crowd, not a single other pony in sight. Stranger still, Rainbow was standing in the center. Not hovering. Barely moving.

In fact, everything was still. The banners hung limp. The air was like breathing a sponge.

Twilight took another step forward, into the yard. Instantly, light shined from the towers; she looked up and saw the silhouette of Princess Cadenza. And maybe a couple others, behind her. Twilight swallowed. Trying for bravado, she called up, “Who'd have thought you believed in second chances? Guess you're more merciful than I thought.” It would have been more impressive if her voice hadn't cracked.

Cadenza's face stayed neutral. “Perhaps you should wait until after the fight, and then tell me how merciful I am.” Her words were soft, quiet. But they echoed over the dead air.

Everything was still.

Everything was quiet.

Nothing moved.

And then Rainbow spoke. “I'm gonna show you what happens,” she breathed, “When you force a mare to change.”

The stones on her chest exploded with light. Magical energy coursed over metal; electricity speared down from the sky, turning the wet air into a curtain of power. Twilight's ears began to ache. For a moment, Rainbow Dash was a shadow in the center of the lightning bolt. And then she stepped forward.

Her armor was the same, but different. Slimmer, sleeker. It looked lighter and more streamlined, but stronger too. Smooth lines flowed from muzzle to tail tip. It somehow looked even bigger. It was a coil of energy, waiting to jump. “Three-stone mage armor, Storm Regalia- Mark Two!” Rainbow shouted.

Twilight took an instinctive step backwards. “W-we can do this. Right, Cell?”

Her own armor was silent far longer than she would've liked. I- yes, of course. But something about this doesn't seem right.

“Then we better get this over with, quick.” She drew her sword. “Ready?”


Twilight slammed her bracelet into her horn. “Solar Magic, Harmonize! Element: Celestia!” Twilight thrust her gauntlet outward, and chains shot from her hoof. They wrapped around Rainbow's trunk, tight. Twilight frowned; it was almost like Rainbow hadn't even thought about dodging. Like she didn't care. “You're grounded,” Twilight declared, though she didn't sound particularly convincing, even to herself. “And the advantage is mine!” Just to demonstrate, she took off, hovering a few feet in the air. Rainbow didn't respond.

Twilight set her jaw. Fine. She dived at Rainbow, intent on slicing the armor to shreds. She got closer. Closer.

Inches away, the world shifted.

Twilight blinked and Rainbow was gone. Her sword stabbed emptiness. And then the chains, still attached to her forelegs, seized, and she was yanked across the courtyard. Twilight plowed into the dirt, gouging out another trench. “Ouch!” she hissed. “Wha...?” She looked at the chains, following them back to Rainbow. The pegasus stood exactly where Twilight had just moments ago.

Twilight swallowed. Slowly, stubbornly, she pushed herself up.

Twilight, Cell said, voice tight with worry. Look.

The chains loosened ever so slightly. Just enough that Twilight could see through to the armor. “Wha-” she said again. She peered closer. Something about- “What's wrong with her wings?”

Rainbow's wings were... wrong. They weren't free; they were covered by the armor, sculpted on. And the forms on her side were missing feathers. It looked like there was a surgical scar at the knuckle. “By the sisters,” Twilight whispered. “What have you done?”

Rainbow smirked.

The Crafts Room was mostly dark; only one pony still hard at work. Rarity looked up from the latest two-stone armor she'd been crafting. She swore she'd heard something- someone. “Who's there?” she called.

After a moment, a familiar voice answered. “Hey, Rare.” Rainbow Dash stepped out of the shadow of the catwalk. “I need a favor.”

Rarity frowned. Favors didn't come cheap around Canterlot High. Rainbow was offering quite a bit, and she knew it. “What can I do for you, darling?”

The disgraced pegasus took a deep breath. “I need you to pinion my wings,” she said.

Rarity dropped her tools. “ARE YOU MAD?” she shrieked. “If- if I do that, you'll never fly again!”

“I know.”

“But why-”

“Because I messed up! Wings, flying, pegasus magic- I relied on it all too much. I forgot what I'm really about.” She kicked the floor. “I need to prove to the Princess that I'm serious.”

Rarity pursed her lips. “Perhaps I could find a less permanent soluti-”

“NO!” Rainbow roared. She leaned in, her voice dropping to a threatening growl. “There can be no going back; no way for me to cop out. I have to beat Twilight. And this is the only way!”

Twilight swallowed, and brought her sword up between them. She couldn't imagine giving up even a single part of herself. Not her horn, her wings, anything. They made her unique. What Rainbow had done- it was unthinkable.

Cadenza glared at her past Rainbow's titanic form. “She has sacrificed everything for this chance, Twilight Sparkle,” the princess scowled. “She will not repeat her mistakes!”

Shaking now, Twilight took another step backwards. Rainbow's building sized armor loomed above her. The weak light framed them in shadow. The air smelled bitter and cold.


Rainbow moved; her body blurred until it turned into nothing more than a stream of hues, circling Twilight. Twilight cowered in the center of a whirlwind of color. “What do we do?” she whispered.

I... I...

“Cell, what do we d-oof!

The colors died as Rainbow ran forward and smashed Twilight into the ground. There was no chance for Twilight to defend herself; even with her speed spell, Rainbow was simply too fast. The pegasus picked her up, and ran.

The air blurred, Twilight blinked, and they were someplace else. With a trill of fear, she recognized Derpy's house. Rainbow dropped her on the street, then reared up. Twilight tried to raise her blade but was too slow- the blow landed on her gut like a ten-ton boulder. She arched forward, and Rainbow hit her again. A left to the face. A right to the chest. A left to the head. And then she picked Twilight up again and ran some more.

Dizzy now, Twilight still struggled. Rainbow sneered and tossed her forward. She flapped her wings lazily, trying to right herself; she was slower falling than Rainbow was running. Twilight made out a dark blue plane beneath her, and realized she was over water. A river, she thought. And then she hit the surface and skipped. The water ripped her wing sideways, and Twilight felt something snap.

“AAAAAAAAAAAAAAAAAAAAAGH!” she howled. It was fire- and then Rainbow slammed into her, and she reversed, back over the river. For a moment, time seemed frozen. They hovered over the water, no wings required.

And then Rainbow surged forward, shattering the air, her namesake trailing behind her even as a wave of light washed over the land. Blazing colors, every hue of the spectrum, covered the world.

Twilight tried to see where they were going, but it was impossible. Through the pain, no matter how much she focused, all she could see was the blur of speed. But she could hear: a high keening wail clawed at her mind, like a thousand angry demons crawling out of Tartarus, each one singing praises of damnation that ripped her thoughts to shreds. The universe screamed in agony as Rainbow's speed broke it's every rule and law.

Twilight lost track of the blows for a moment; they seemed to stop at every building in the city, just so that Rainbow could hit her again, but they were gone before anypony even noticed they were there. She felt her hind leg snap. Then her foreleg. Then her other wing.

Rainbow released her, and Twilight slammed into a wall. She barely felt it. As she slid to the ground, she realized that they were back at the school. Four ponies stood just at the edge of the building's shadow, watching. One stood atop her tower.

Twilight tried to focus on Rainbow. She had to- had to get up. Had to do something... “Cell,” she croaked.

Hurt. Twilight felt the word more than heard it; Cell was just as bad off as her.

Rainbow came to a stop in the center of the courtyard. Even then, she was still moving, her entire body vibrating in place, her eyes, mane and tail practically glowing.

But her armor didn't seem to be doing so well. It was steaming, and seemed to have a crack running through it.

“That's- that shouldn't be-”

Twilight frowned. The voice sounded familiar. Was that... Rarity?

She didn't have time to figure it out. Rainbow ran forward and grabbed her by the hoof; they spun, and Twilight hurtled across the courtyard into the other wall. Before she could even slide down, Rainbow was there, punching her in the stomach. Twilight flew upwards without wings. She dimly heard the crack! of her ribs breaking. Again. At the top of the wall, Rainbow was waiting. She jumped on Twilight and they both crashed to the ground.

“Never again!” Rainbow hissed, pinning Twilight down. “Think you can beat me?” She hit Twilight in the face. Something in her cheek flared with fresh pain, only to be lost in the dull ache that covered her entire body. “Think you can humiliate me?” Another blow; the right side of her face seemed to slide backwards. Rainbow grabbed her by the neck and brought Twilight in close. “You're nothing. I'm faster. I'm better!” she snarled in her face. She tossed Twilight to the dirt.

Twilight was beyond thinking now. Even that hurt. The only thing going through her head was a single concept: Get away. But she couldn't move.

Rainbow held up a hoof, and it began to shake even faster. She smirked, then raised it higher. The final blow. Twilight closed her eyes...

It never came.

“What the hay!”

Twilight pried one eye back open. Rainbow stood still- actually still, not even vibrating in place. Her armor was locked up. Steam and magical energy leaked from its joints. “Impossible!” Rarity cried out.

The armor gave another shudder, and Rainbow squawked. “Cut it out! What's happening?”

“Your armor is overheating!” Rarity shoved the other members of the Elite Four into the school. “But that shouldn't be-”

She was cut off by an explosion of sound and light; smoke covered the yard and shrapnel embedded itself in the walls. At its center, Rainbow Dash stood unclothed and stunned. “NO!” she howled.

She began kicking the dirt. “No, no! I was so close! I can't fail now. I have to- where'd Twilight go!” Rainbow whipped her gaze around; she barely caught the flicker of purple as it vanished through the school exit. Rainbow took a quick step forward, but her legs gave out. They weren't used to her new speed. Twilight was gone. Fury strangled her voice, and she gargled incomprehensibly.

“You didn't fail!” Light blared from the main tower when Cadenza spoke.

Rainbow blinked. “I- I didn't?”

The princess shook her head. “Your armor reached its limit, and you exceeded it.” Her voice was as kind as Rainbow had ever heard. “Someday yet you may finish your revenge. But for now, look to the horizon, and take pride.”

Rainbow looked, and saw the sky blazing with every color imaginable. She recalled that first time, long ago. “Awesome...” she breathed.

Twilight staggered into an alley near Derpy's house. She hoped that Dinky would be out causing mischief again, because this was as far as she could go. She collapsed against the wall.

“That... That was...”

We barely escaped with our lives.

Twilight groaned. “And we were lucky that that happened. Cell, what're we going to do?”

Cell shuddered. I'm not sure. We're faster and stronger than we ever have been.

“It still wasn't enough. And Cadenza is probably getting stronger, too.”

She let this happen, you realize that? Rainbow Dash could never have donned another mage armor without the princess' consent.

Twilight grit her teeth and closed her eyes. “I do know. Just like I know Zecora and Gilda and everypony else wants us to get rid of the princess. I guess now I see why.” She sighed. “But if just one of Cadenza's ponies can almost kill us...”

We'll have to get stronger.

“We'll have to fight more, you mean.”

Well- yes.

Twilight opened her eyes again and stared up at the school. She could feel the fractures running through her bones, the scrapes and bruises. She could feel them all, slowly healing. “Yeah,” she agreed. “We'll fight more. Just like I said we would. We'll fight everypony in the school if we have to, until we're strong enough to go after its leader. Because I'm not leaving,” Twilight vowed, “Not until I have my Element of Harmony, and shove Mi Amore Cadenza off her pedestal!”

The gems against her warmed, and Twilight felt the corners of her mouth quirk. She'd do all that. But first...


Rarity frowned, watching Rainbow dodge another volley of darts. Her new mage armor held up, just as it had the last several dozen times, and the darts stuck into the wall. A group of pony-shaped targets popped from the floor. Rainbow didn't appear to even move, but in a blink every target was in splinters.

The testing was getting tiresome; they'd been in this workout room for hours. But it was necessary. “The new gems I installed are functioning perfectly,” Rarity said. She spoke to two ponies. Rainbow Dash, and Princess Cadenza, who nursed a cup of tea on the side. “The incident in the courtyard shouldn't repeat.”

Rainbow merely nodded. She seemed more... subdued.

The princess, however, asked, “Are you sure?”

Rarity scoffed. “Of course I'm sure. It's as I suspected, Darling; I made Rainbow's new armor using the latest order of mana-stones. I was in a rush. Turns out the entire order was flawed. I suspect somepony mixed our gems with a different set by mistake.”

“Perhaps.” Cadenza clasped her hooves together in front of her muzzle, around the teacup. “Where did this order come from?”

“Hmm?” Rarity had been watching Rainbow, checking for the seeming thousandth time for any visible flaws in the armor. “I believe they came from Ponyville. Yes, that sounds right. They have wonderful gem caves there. I know several jewelers use their less-refined stones.”

“I see.” Cadenza motioned with her head. “Thank you, Rarity.”

Dismissed, the unicorn bowed out of the room. Rainbow Dash watched her go, and came to a halt in front of the princess.

“Did you see me?” she puffed. “All those targets, a tenth of a second. No time flat!”

Cadenza allowed her eyes to twinkle. She turned the entire chair and looked out the window, so that Rainbow couldn't see. And even if Rainbow did see, she could chalk it up to the view. Which was spectacular- Behind the school was the mountain lake that fed the city's waterfalls and hydro-electric power plants. The sun setting behind the secondary peak turned the waters into a phoenix nest. Cadenza sipped her tea. A puff of air cooled her muzzle.

“Your stealth has not improved, Rainbow,” she murmured, putting the cup down. She looked up and saw that Rainbow had powered down her armor so they could speak face-to-face.

“I know,” the pegasus shrugged. She still seemed to be moving. Her outline was blurred, her voice slightly distorted. “But now I'm practically fast enough to be in two places at once. I'll never be where anypony expects me to be.”

“I expect you to be at my side; or does that not count?”

“Eh. I can make an exception.”

They laughed. But it was an uneasy chuckle, one that quickly died.

Rainbow scuffed her hoof on the floor. “Listen,” she began. “I wanted- I just wanted to say thanks. You gave me a second chance, even when you didn't have to. And I'm not just talking about today,” she clarified. “You've always believed in me when nopony else did. So yeah, thank you.” She trotted past Cadenza's chair towards the exit.

“Wait.” The princess stood, placing her teacup on the nearest bench. “We had an agreement,” she smiled.

Rainbow paused, her expression unreadable. “I know, princess. But these-” she spread what was left of her wings- “Aren't where my magic's at anymore. My speed comes from my hooves, and I'll fall if I take one step on a cloud.” She started walking again.

Only to have to stop as Cadenza placed a hoof on her shoulder. “Perhaps, then, we could simply take a walk around the grounds. Enjoy taking things slow and easy, while we can.”

The pegasus blinked. “I- yeah. Yeah, of course. I'd like that.”

Together, they walked to the elevator, the way down to where that mountain lake waited.