• Published 9th Sep 2012
  • 13,596 Views, 619 Comments

Flipside - Bed Head

A retelling of the first two episodes in an Alt. Universe. Spike is the pony, Twilight the dragon.

  • ...

Chapter 15

Chapter 15

"She could have what?!"

Spike kept his eyes glued to his hooves as he shook his head. Ditzy's sobbing was echoing through his head. He could feel the anger pulsing off the others, particularly Thunderlane, as the pegasus stallion's voice went on.

"So it's all your fault that Nightmare Moon got out!?" the weather pony continued as Spike just slowly nodded. "That we're never gonna see the sun again? That Rumble and the others might never wake up?"

Spike just kept nodding, Ditzy's wailing growing louder. The unicorn squeezed his eyes shut, wishing he could just disappear. That he could simply collapse into dust and blow away, never to be seen again.

"Cheerilee, which way did you say those Ursas went again?" Time Turner asked.

Spike's eyes flew open in shock. He could hear hoofsteps approaching, and he swallowed hard.

"Please don't..." he whispered.

"What was that?"

"I'm sorry..." he begged, his voice barely more than a breath.


His throat felt like it was full of barbs as he swallowed again.

"Spike?" Cheerilee's voice asked.

"I'm sor—" Spike's voice jumped in volume as he looked up with a start.

He stopped mid-word. Cheerilee was in front of him, a quizzical eyebrow raised as he stood in place with his mouth gaping open. Big Mac had stopped moving also, sharing in the teacher's confused look. Spike slowly closed his mouth and looked around. The river sat to one side, flowing peacefully along toward the cover of trees ahead. No sign of any sobbing Ditzy or hostile Thunderlane as the imagined voices faded from his mind.

"Spike, are you okay?" Cheerilee asked as he looked back to her. "You've been acting kind of... strange since we left the Ursas."

"Strange?" he asked, his voice jumping an octave before he could stop himself. "Ah heh heh..."

That's because it's all my fault.

The unicorn's nervous chuckle gave way to him clearing his throat as the thought broke through. Cheerilee looked back to Big Mac, who simply gave her a shrug in response.

"What do you mean, 'strange?'" Spike asked, lowering his hat to try and hide the sweat he could feel on his brow.

"You haven't exactly been watching where you're going," Cheerilee explained. "And I thought I heard you trying to say something—"

"Oh, that!" Spike answered, his hat catching against his horn.

I'm sorry! I didn't mean for this—

Spike quickly squelched apology before it could follow his outburst, his mind spinning for something else to say. He could feel his hat slipping around his horn as Cheerilee looked at him, expectantly. The young unicorn reached a hoof up to catch the chapeau before it fell of completely.

"It almost sounded like you were..." Cheerilee trailed off as the unicorn steadied his head gear. "... well, like you were apologizing for something. You heard it too, right Big Mac?"

"Eeyup," Mac confirmed with a nod.

Spike just chuckled again, his stomach trying to tie itself in knots. Disjointed words and sentences ran through his head, his mouth struggling to relay one of them. Cheerilee began to move closer, her brows knitting together with worry.

They'll hate me.

"I was thinking about Trixie!" Spike exclaimed, the words flying off his tongue before he could stop them.

He cursed inwardly even as Cheerilee stopped in her tracks. The filly's face and name had somehow jumped to the front of his mind. Spike resisted the urge to scrunch his muzzle and give away his fib as his mind cast about for a way to continue.

"Baaaack... back in magic school she used to talk about Ursas," Spike said, his voice wavering as his eyes dodged to the side. "Said her dad stopped one from attacking their house or something."

"This is the same Trixie you mentioned before?" Cheerilee asked, still keeping her distance to Spike's relief. "The one that used to pick on you?"

"Yeah, same Trixie," Spike went on, nodding his head so fast his hat nearly slipped off. "I never believed her stories about the Ursas but... I guess watching Big Mac and you made me realize she might have been telling the truth."

She might have stopped this.

The reporter smiled as broadly as he could manage, willing his brain to be silent. Cheerilee seemed confused, her head tilted as she scrutinized him closer. Big Mac strode over, his hefty hooves thudding against the ground as his gaze narrowed.

"So yew were 'pologizin' for not believin' her?" he asked.

"Yeah," Spike said, meeting the other stallion's eyes.

"Even though she ain't here?" Big Mac went on, leaning a bit closer.

"Umm... yeah..." Spike answered, swallowing hard.

The larger stallion's eyes felt like they were drilling into Spike. He could feel his body starting to tremble under the gaze of the two earth ponies. His head felt light as the same phrase kept echoing within, so loud he could only pray they didn't hear it.

I can't tell them it's my fault.

I can't tell them.

I can't

Nightmare Moon's ethereal body snaked through the air, twisting in the winds overhead. She turned a slow circle above the trio of ponies, her eyes never leaving them. She could almost taste the fear emanating from the group as her predatory glide lowered her closer.

"You know, this could have been easy," Nightmare Moon snarled at the trio of ponies. "Two of your friends fell off a cliff. Most would have taken that as a hint!"

She was well aware her magic and mist prevented them from perceiving her. The alicorn's cloud form blended perfectly with the night sky as she circled over head. Her voice was reduced to a mere whisper of night wind. Even in the sudden silence that Spike, Cheerilee and Big Mac seemed to have lapsed into, none of the three could hear a word.

Even so, she could feel the cloak of the spell around her. It would only take a simple thought to cast it aside. Nightmare Moon allowed herself a small smile at the thought. She could picture the three ponies falling to the ground. Prostrating themselves in terror as she burst into being above them. One of them probably trying to plead for their life... more likely the purple stallion that was already quaking in his horseshoes.

"You're just normal ponies," she said, pushing the thoughts from her head. "I shouldn't need my full power! This should be easy!"

Something prodded at the back of her mind. The Mare of Darkness growled as she felt the presence of Celestia.

This is wrong!

Please, just leave them alone...

You know better than this, Lu—

"Don't call me that!" Nightmare Moon shouted.

The three ponies below shivered in the sudden breeze. The alicorn took a deep breath, the winds fading as she did. Still, her glare turned to the Sun Princess. Magic and rage began pouring through her body as Celestia's mental prodding tried to push through again.

"They had their chance! All they had to do was give up!" Nightmare Moon fumed, the reflection of the moon in the river beginning to ripple and shimmer. "Give up and accept me like they did you!"

She could feel her will spreading through the water. The creatures of the Everfree's River trembled as she reached out to them. The black mare grinned as she felt her mind contact something upstream. Something long and powerful, with razor claws and teeth. It tried to pull away as the mare's mind reached into its.

"Who... what are you?" it pleaded in a surprisingly frightened voice.

"Your new master," Nightmare Moon intoned, her magic pouring through the creature's body. "I've need of a sea serpent at the—"

"What was that?!" a voice suddenly cut in.

The night-themed alicorn's voice cut immediately as she looked down. Big Mac was standing defensively in-between the other two and the trail ahead. Whatever their conversation from earlier had been about was apparently forgotten. All three were staring ahead, a mixture of confusion and fear on their faces.

Nightmare Moon looked toward the cover of trees and scowled at the shadows. She didn't need to look toward the moon to realize all she'd see was a leafy canopy if she tried to view through it. Something was carrying from the darkness though. A strange, warbling breeze, almost melodic in nature.

Her eyes went wide as she realized it was a melody. Something was singing from further along the path, and getting closer with each passing moment. Looking down, Nightmare Moon could see Spike and the others all looking at each other, their fear clearly gone.

"Is that somepony... singing?" Cheerilee asked, raising an eyebrow.

"Eeyup," Big Mac said with a nod.

Spike just nodded silently, his ears twitching toward the music. Nightmare Moon stared into the darkness, the voice growing close enough that she could make out the words.

"If you're happy and you know it flap your wings!" the cheerful voice carried on. "If you're happy and—"

"Ditzy, I don't have wings," A much softer voice cut in.

Spike let out a sudden gasp from below, drowning out whatever response the singer said. In spite of her stomach being as immaterial as the rest of her, Nightmare Moon could still feel it twist.

"It can't be..." she snarled.


Big Mac let out a groan as he found himself plowed to the ground. The workhorse raised his head, watching as the much smaller stallion sprinted toward the cover of the trees. Nightmare Moon flitted along overhead, her ears ringing with the one word that surged from the stallion's mouth.

"TWILIGHT!" he called out, his horn flickering.

The transformed goddess scowled and swooped away from the light, hiding amongst the branches above. Not a second too soon as Spike's horn blazed like a candle, casting the area around him in a bright green. The young stallions eyes were frantic as he spun about, ears straining for a response to his shout. The forest, however, had fallen silent again.

"Wait for us, Spike!" Cheerilee called out, she and Mac running up behind him.

"You heard her too, right?!" Spike sputtered out, rounding on the duo. "It was Twilight! I'd know her—"

"We heard her," Cheerilee confirmed, cutting off the stallion with a gentle hoof over his muzzle. "But... well..."

"We're still in the Everfree," Big Mac stated, his voice actually sounding concerned. "Dunno what that mighta been."

"It had to have been her," Spike insisted, his voice dropping toward whisper levels. "I just know..."

Nightmare Moon scowled as she watched the unicorn look ahead again. She glared out to the darkness, willing it to stay silent.

"I saw her fall," she growled at the shadows, as though daring them to prove her wrong. "She and that foalish earth pony are gone."

"Twilight!" Spike called out, his voice a bit weaker than the first shout.

A moment of silence answered him. The stallion's head drooped, his light dimming slightly. Nightmare Moon smiled as she slowly began to crawl from her hiding spot.


The light blazed again, and the alicorn hissed as she was forced toward the shadows of the upper branches. Her eyes went wide as something impossible darted into the unicorn's glow.

A small, bipedal dragon with purple scales streaked in dried mud.

"Twilight!" Spike cheered, charging toward her.

The two collided half-way, sending the reporter tumbling to his back. Twilight had her arms clamped tight around him, her face buried in his shoulder. Spike's eyes were wide with shock and quickly filling with tears as his forelegs wrapped around the dragoness.

"It's you..." he managed to croak out, squeezing her tighter. "It's really you!"

Nightmare Moon felt a shudder pass through her body at the sight. Cheerilee and Big Mac both wore huge smiles as they slowly padded toward the reunited duo. Somewhere in the back of her mind, somepony let out a relieved sigh.

"I don't believe it..." the black alicorn muttered, ignoring Celestia's input for once. "How did they survive?"


Nightmare Moon looked up with a start as another voice broke into her thoughts.

"You needed me for something?" the sea serpent's thoughts asked. "Because I sort of had plans for a manicure and—"

"Leave," Nightmare Moon demanded, biting off the word as she spoke. "Now."

"Sheesh, touchy," the river dragon's thoughts echoed.

Nightmare Moon ignored the creature, twisting herself around the branch she hovered near.

If these ponies had survived an Ursa Minor and a drop off a cliff, she was going to find out how. Before giving them a chance to humiliate her further.

Twilight didn't know or care how long she was on the ground. The rest of the world had faded away around her. There was only a familiar, comforting green light. That and the warmth of Spike's hooves wrapped around her as she sobbed against his chest.

"I-I was so scared I'd never see you again," she could hear him whisper "After you fell..."

His voice trailed off suddenly. Twilight's eyes snapped open as a hoof brushed over her back. She could feel the mud caked between her spines cracking and flaking away as the reporter's hooves prodded across her.

"You're not hurt, are you?" Spike asked, his voice suddenly frantic. "I saw those rocks! You could have—"

"Spike, I'm fine," Twilight responded, lifting her head and wiping away her tears. "Thanks to Time Turner and—"

Her voice stopped along with her pulse. Purple eyes suddenly widened as she twisted in Spike's embrace. With a sudden burst of effort, Twilight tore herself free and scurried to her feet again. Her eyes darted back the way she'd come from, into the darkened woods.

"Twilight?" Spike asked, a rustling sound indicating him rolling back onto his front.

"Is something wrong?" Cheerilee asked, her voice finally reminding Twilight of the teacher's presence.

"It's Time Turner!" Twilight answered, spinning back to the three ponies. "When we went over the cliff, he—"

"Oh come now, don't let me ruin the moment," a new voice cut her off.

"Though if anypony wants to give me a hoof..." a second one suggested.

Twilight turned back just in time to see three more figures striding into the light. Ditzy was in the lead, her wings flaring as she let out an excited gasp.

"Guys!" she cheered, leaping forward with a gleam in her eyes.

Twilight heard a collective gasp from the three ponies behind her, though it clearly wasn't excited. The dragon's claws knitted together as she heard a clatter of hooves. Something purple rushed past her, toward the newcomers

"Oh my goodness!" Cheerilee exclaimed, darting around Ditzy. "What happened?"

Thunderlane was right behind the mailmare, staggering a bit as he carried Time Turner on his back. The earth pony was half-covered in mud, his legs still dangling from the other stallion's sides. Twilight let her eyes lower to the ground as all attention turned to the injured bureaucrat.

"He got hurt when we went over the cliff," Twilight explained, one clawed hand rubbing her arm. "He... he was trying to protect me..."

"Please, Twilight, don't start blaming yourself," Time Turner spoke up, some of the mud cracking as he waved one hoof. "Besides, it's nowhere near as bad as it looks."

"TT, your back's completely shot," Thunderlane grunted, his legs shaking harder. "Oooh... and mine's about to be too!"

"Well I'm hardly that heavy," Time Turner responded, rolling his eyes.

"Ah'll take 'im," Big Mac spoke up, plodding up to the struggling pegasus.

Twilight simply bit down on her lip as the red giant kneeled next to Thunderlane. Ditzy quickly planted her hooves on Time Turner's side as Cheerilee set herself to managing the transfer. A little whimper escaped the dragon's lips as her gaze dropped to her feet.

A single, trembling hoof slowly wrapped around her chest. Twilight looked back as something warm pressed against her. Spike was watching as Thunderlane reached out one wing to act as a ramp to Big Mac. The reporter was pale as he pulled Twilight into another hug.

"It's not your fault, Twi," her friend said, his voice soft and distant.

Twilight's brow lowered as she looked at the unicorn's face. Spike's gaze seemed focused straight ahead, but his eyes were shrunk to pinpricks. He swallowed hard as Cheerilee's hoof tapped against the ground in a slow count down.

"Spike..." Twilight whispered, prodding one of his legs with her claw. "Are you—"

A sudden howl of pain cut her off. Twilight clung to Spike out of instinct more than anything as she looked back to the others. Ditzy was hovering in the air, both her hooves covering her mouth. Time Turner was panting from his new position on Big Mac's back, his legs dangling beneath him.

"Sorry... my bad..." Ditzy apologized as she slowly lowered to the ground.

"Actually..." Time Turner grunted out, lifting his head and giving a wink. "That wasn't... as bad as last time."

Ditzy just gave an embarrassed chuckle, her cheeks flushing a bit. Twilight saw Thunderlane hobble aside, his wings snapping open and shut as he heaved out an exhausted sigh. Cheerilee's gaze was looking over the others, and her muzzle scrunched a bit.

"Seems we've all been through quite a bit," she commented, one hoof tapping against the ground. "Maybe everypony should take a moment to catch their breaths?"

"But what about the elements?" Thunderlane protested, wincing a bit as he unfurled his wings again. "We still need—"

"A quick breather might be prudent," Time Turner interrupted, weakly raising one leg. "We could take the time to catch one another up about what happened. Show of hooves?"

One of Spike's legs lifted from around Twilight, joining Time Turner and Cheerilee's. Twilight looked back at Spike, and her brow wrinkled once more. The stallion was still pale, breathing in shallow little gasps. Her claw quickly raised as well, just in time to meet Ditzy's.

"Alright, fine." Thunderlane sighed, turning in place twice before lowering to the ground. "Afraid I don't have much to tell. Following the river wasn't exactly hard."

"There were the vines I got tangled in," Ditzy spoke up with a light giggle. "That was kinda funny!"

As the others got comfortable, Spike simply dropped into a sitting position right where he stood. Twilight bit down on her lip was she leaned back against him. She could feel his heart racing through his coat, and her claws gently patted against his leg.

There was no response from the unicorn as recounts of Ditzy and Thunderlane's river travel began.

Time and sound were blurring around Spike. He could see the others talking, something about what had happened since they had been split up. Their voice were muffled, however, as his own thoughts began to buzz again.

It's my fault.

Spike tried to will the thought away and focus on the others. Thunderlane was the closest, trying to straighten out his feathers as Ditzy chuckled about something. The pegasus stallion snorted a bit through his injured nose, wincing as he prodded it with his hoof. The reporter looked away with an equally pained wince.

I did that.

Ditzy had one hoof over her mouth as Cheerilee spoke. Spike couldn't make out the words, but it wasn't hard to guess. The teacher must have been talking about the Ursas they had met. As she spoke, Spike couldn't help but notice how the two mares were leaning against each other. How Ditzy's wings were slumped slightly from exhaustion.

They're trying so hard...

Spike tore his eyes from the females, and found the last two. Even Big Mac seemed to sporting a few dark bruises through his coat. Just how he had tussled with a bear the size of a house and only walked away with those was a mystery.

Time Turner was sprawled across the giant earth pony's back like a sack of potatoes. He seemed to be laughing as Cheerilee reached the end of her story. As Time Turner started his turn his blue eyes seemed to sparkle a bit. It didn't stop Spike from wondering how badly the officious stallion's back was hurt.

It didn't stop the lump forming in Spike's throat as he squeezed his eyes shut.

They're hurt because of me.

"Spike, what's wrong!?" a worried voice suddenly broke into his thoughts.

Spike looked down to the dragon in front of him. Twilight pressed a claw to his forehead, her eyes flooding with concern. Nothing compared to what as filling Spike. His mind was suddenly awash with the last time he'd seen the dragon. The terror on her face as she dangled from the cliff. Her scream somehow rising over the rocks falling after her.

She's been in so much danger.

"Are you feeling okay, Spike?" Ditzy Doo's voice chimed in. "You really do look sorta sick."

Spike's eyes slowly moved over the other five ponies again.

The only five that had listened to him back at the hospital.

The ones that had saved him and Twilight so many times already.

They'll hate me... but they deserve to know.

"I'm okay..." Spike lied, gently pushing Twilight's claw away. "It's just... I... I..."

He swallowed hard as he felt the stares of the others on him.

"You guys... you remember what gave us this idea?" Spike managed to force out. "To search the Everfree Forest?"

The others exchanged confused glances. Thunderlane spat out a loose feather that he'd preened from his wing and gave a nod.

"Yeah, it was what your quill copied down," the weather pony answered. "That whole 'No armies, no champion, no elements' line."

"Is that what's been bothering you, Spike?" Cheerilee asked, raising an eyebrow.

"Kinda," Spike admitted, looking at his own shuffling hooves. "I... I figured something out."

His voice stopped again as he tried to take a deep breath. Spike could feel the tears starting to form as Twilight leaned closer. The unicorn put a hoof over her head and brushed down her soft spines, sniffling a bit as he did so.

"Well don't keep us in suspense," Time Turner spoke up. "Any insight is good insight, right?"

A deep breath managed to work its way into Spike's lungs as he raised his head.

"There was this filly back in grade school," he said, willing the tears back. "A really... super powerful filly."

Spike paused, feeling the others edge closer. Twilight was staring at him in confusion, and he looped one foreleg around her. She said nothing, only gasped a bit as the reporter pulled her into a hug.

"How powerful we talkin'?" Big Mac asked.

"And what does this have to do with anything?" Thunderlane wondered, his wings flicking out in frustration.

"She was powerful enough to hatch a dragon egg for her entrance exam," Spike explained, squeezing Twilight closer as he felt her tense up between his limbs. "Powerful enough that she was Princess Celestia's personal student."

The reporter could taste the silence in the air as his words sank in. Twilight's claws were digging into his foreleg as he counted off the seconds. He could see the dragon's lavender scales paling, the realization having already hit her.

"A student... or a champion maybe?" Time Turner's voice suddenly cut in. "If we're right, and Princess Celestia knew this was coming—"

"—Then of course she would have been preparing!" Cheerilee finished, leaping to her hooves. "This student of hers!"

"Who is it, Spike?" Ditzy asked, leaping into the air as her wings flapped wildly. "Once we get the elements, maybe they can help us save Dinky and the other foals!"

Something ached deep inside as Spike watched the enthusiasm spread like wildfire. Even Thunderlane seemed to be getting into it, a broad smile crossing his muzzle. Suddenly he only wanted to keep his mouth shut and let the celebration continue.

"You said, 'was.'" Big Mac's voice spoke up.

The others joined Spike in looking at the largest of their number. Big Mac casually blew a lock of his mane up before focusing on Spike again.

"'Was' like she ain't a student no more?" Big Mac wondered, causing the others to look back to the unicorn.

Spike swallowed hard and nodded his head.

"Y-yeah... she started using her magic for... bad stuff," Spike answered, his throat drying as he spoke. "Picking on the other students... cheating on her tests and reports..."

Memories blurred around him as he struggled to recall what he was saying. Vision of a blue filly with a starry wand swam in front of his eyes, interspersed with Thunderlane's face drawing closer.

"So can she help us or not?" Thunderlane demanded, his wings flicking a bit in frustration.

Spike just clenched his jaw and shook his head slowly. Tears were forming and starting to roll down his cheeks as the pegasus stallion stepped closer.

"Probably, if she'd finished her training," the reporter answered. "But that never happened. She got kicked out in the second grade."

Spike could feel the excitement drain from the others around him. There was a clatter of hooves as Ditzy fell back to the ground. Most of the group was exchanging strange and bewildered stares. Only Thunderlane kept his eyes locked on the unicorn's, fury filling his face.

"Then what's the point in telling us all this?" Thunderlane demanded, stomping hard on the ground for emphasis.

Spike's body jerked at the noise, his mind reeling. His mouth was dry as cotton, his voice thin and reedy.

"Because..." he stammered, his tongue filling his mouth. "Because..."

"Well?" Thunderlane grunted, taking another step.

Old memories, excuses, Thunderlane's glaring eyes all of it was blurring in Spike's head. His cheeks were soaked with tears as the pegasus drew ever closer. The unicorn squeezed his eyes shut as the words began to pour from his mouth before he could stop them.

"I'm sorry!" Spike shouted, his voice frantic. "I didn't... I didn't want any of this! I just wanted her to leave me alone!"

"Spike!" Twilight shouted.

He could feel the dragon try to say something more and pull free. Spike pulled her in tighter and quickly covered her mouth with one hoof. The dragoness grunted and squirmed, drawing gazes of concern from the others.

"Spike, what's going on?" Time Turner asked, lifting his head. "What are you talking about?"

"Trixie Lulamoon, the filly that picked on me back in school," he said as quickly as he could. "She was the princess's student!"

Twilight's struggles stopped as the others gasped in shock. Spike couldn't notice for the memories flashing through his head. As clear and complete as they'd been the day he witnessed them.

Himself sitting in the school's main office. Trixie's stunned face, her cape trailing behind her as she was escorted out the door. The school principal, a white unicorn, patting him on the shoulder as she held up a copy of his article.

"I was so sick of her picking on me! I wrote an article for the school newspaper that showed everypony what she was doing," Spike went on, his voice cracking as he spoke. "I never meant for her to get expelled because of it!"

An infantile dragon watching from behind the desk as the door closed behind Trixie. The young Twilight waddling up to him and tugging on his tail, a hopeful look on her face.

"That's how Twilight came to live with me..." Spike panted out, strength ebbing from his voice as he struggled to keep speaking. "That's how I got my cutie mark..."

The tingle on his flank drew his eyes. A feather quill appeared there, and a cheer escaped the colt. He started posing and showing it off, drawing applause from the little dragon next to him.

"I got rid of Trixie and... and doomed the rest of Equestria..." he finally wheezed out, blind but for the blurs of color in his eyes. "I'm sorry... I'm so, so sorry..."

Tears fell uncontrollably as he lowered his head.

Silence reigned.