This is Cloudsdale!

by deathtap

First published

While doing a census of ponies in Ponyville, Twilight discovers something peculiar about pegasi. Ever the curious one, she decides to investigate and get to the bottom of it. Will what she learns change the way she views her friends? Probably not.

Princess Celestia asked Twilight to do a census of her new home. Through this process she discovers certain anomalies that she finds strange as a unicorn. There seems to be something missing when it comes to the pegasi, and after much prodding, prying, some spying and begging, she finally gets them to open up. What she discovers is not only shocking (to her, at least), but revealing on pegasi subculture.

Will what she learns change the way she looks at her friends? Will her friendship with them be ruined?



View Online

Twilight looked at her records and sighed. Taking a census of the ponies in Ponyville had been real easy with practically no problems whatsoever. Sure there were some discrepancies, usually with unicorns in town trying to make claim that they were somehow directly related to the Equestrian Royalty, but Twilight had expected that and would have to make a note in her report so those who were especially insistent could be verified by those with proper access to the right records. After all, most of the details pertaining to unicorn ancestry were stored in Canterlot anyway. All in all, everything was good.

Except when it came to the pegasi.

Every time she tried to talk to one of them about the census, they would find excuses and make themselves scarce. Even her best friend Rainbow Dash had avoided Twilight to the point where it was abundantly clear that she did not want to take part in the census at all. Not that Twilight would have minded, except the Princess had insisted that special care be taken for the Elements of Harmony. Perhaps there were some distant relationship between her and her friends that connected them to the original bearers, something that even Twilight got giddy about when she thought about it.

Not that anypony really remembers the original bearers, or who they were, or if in fact there were others apart from Princesses Celestia and Luna, and they rarely talked about that time. Still, the thought of that knowledge being available through her own hard work had bolstered her need to know more about her friends. What if they were indeed decedents of the original bearers, or if they were somehow related to the Royal Sisters? Twilight got giddy just thinking about it.

Applejack was the easiest as she had her own family tree traced back generations, almost to the time of Princess Luna's banishment to the moon. During that war a lot of records had been destroyed making it hard for families to trace back beyond that time. Rarity also had an impressive family line, although some of it seemed to be a little farfetched. Pinkie only knew her family right up to her great-great-great-great-great grandparents, and Twilight herself could trace her own family line almost as far back as Applejack's. But as for Rainbow and Fluttershy, their family and for that matter, their histories, were an utter mystery. Apart from growing up in Cloudsdale, Twilight realized she hardly knew anything about her pegasi friends' backgrounds.

She had delayed confronting her friends for as long as possible and soon she would have to insist -- something she did not like doing especially to her best friends. With a deadline quickly approaching and not wanting to be tardy, Twilight was between a rock and a hard place. She needed the pegasi in Ponyville to tell her what she needed to know, and it really bothered her that not a single one of them was being helpful. She had to get results, Princess Celestia was counting on her.

"Why is this harder than it has to be?" she moaned, muffled by being pressed against an open book in front of her. The book was a list of all the pegasi she had yet to talk to. Not a single one had a check mark next to it.

"Why not just write it from memory, Twilight?" Spike asked, laying a cup of warm cocoa next to her. "I mean, we know everypony in Ponyville."

"It's not that simple, Spike. We need more than just their names and birth dates. All sorts of missing information needs to be filled out, and I can't lie. They need to tell me so that I can get the right information." Twilight picked up another batch of notes and placed them into a large box, "So, no, we can't do that."

Spike stood aside for a moment, "What information do you need?"

"Parents details actually. Their names, and where they were born. And their grandparents if possible. Most of this is to link family lines between the cities to try and see where they all came from. It's all so exciting."

"Sure it is," Spike muttered to himself, folding a pair of woolen socks and placing them in a drawer. "Why not just ask Rainbow or Fluttershy to come over and answer your questions?"

"Already have," Twilight replied in a whiny voice, "but Rainbow just zipped away and Fluttershy hasn't responded. None of the other pegasi even humor me. They all make up one excuse up or another."

As if on cue, there came a knock on the door.

"I wonder who that could be at this time?" Spike muttered and walked to the door. It was already very late in the evening.

For the first time since the beginning of her conversation with her number one assistant, Twilight lifted her head out of her book. "Who is it, Spike?"

"Fluttershy!" Spike yelled back, and sure enough the butter colored pegasus floated in right behind the dragon landing in the middle of the library.

"H-hello, Twilight," she said smiling as Twilight beamed at her. "Um... what did you need me for?"

"I need you to help me. I need to finish this census report for the Princess," Twilight began. At the word 'census', Fluttershy's eyes began to look every else except at her, "but no pegasi will speak to me!"

"O-oh? I w-wonder why that is..." Fluttershy fidgeted.

Twilight looked at her friend, "Do you mind helping me, Fluttershy?"

The yellow mare looked at her friend, "O-okay... I'll try."

"Great!" Twilight used her magic to pull up a chair, a small table, and a comfy sofa for her friend to sit on. She did so slowly and cautiously. "So, first things first. What's your full name?"

"Fluttershy," the yellow mare smiled happily at the knowledge that she was helping her friend.

"Okay." Twilight jotted it down on a piece of paper. "Where were you born?"


"When were you born? No, never mind, I'll fill that one out myself," Twilight said writing her best friend's birth date in. "Okay, so... um... what's your father's name?"

There was no response.

"Um... Fluttershy?"

A nearly inaudible squeak.


"I... don't know..." she said quietly.

That caught Twilight off guard. She had thought she knew everything about her but this was the first time she'd ever actually asked about Fluttershy's father. She couldn't help but feel ashamed, but this subject had never really been brought up before, and Twilight mentally kicked herself for never asking.

"Okay, what about your mother's name?"

Again she was met with silence.


"I... don't know it..." Fluttershy stated weakly.

Twilight resisted the urge to pry, seeing that Fluttershy was visibly upset. Perhaps this wasn't the time, but discovering that your friend was an orphan... it really stunned the lavender mare.

"Um... thank you, Fluttershy," Twilight placed the completed census report into an envelope and sealed it, "that's all I need. You've been very helpful."

At those words, Fluttershy's demeanor instantly perked up, "Really? Oh, that's great! Woohoo!"

"So, I'll see you tomorrow?" Twilight asked.

There was a gathering with the girls over at the Stable Yard, their latest favorite café. Rarity had insisted they had to try it out, being a fan of new and latest things. They found the ambiance, the music, and the service exceptional. It was the perfect place to go to catch up on things.

"Of course, wouldn't miss it."

As Fluttershy left, Twilight looked at Spike, "Did you know that Fluttershy has no parents?"

Spike shrugged, "Neither do I. So what?"

Twilight didn't quite know how to respond to that.


View Online

The girls were all waiting for Twilight when she approached The Stable. It had taken her a little longer to get ready for the night out because she had wanted to look her very best, but her magical mane-dryer wasn't working right and she had to spend another hour getting her tail and mane just right. The dress she picked out was simple, but according to Applejack it really brought out the color in her eyes. She liked it when ponies noticed her, especially the stallions whose heads all turned when the Element of Magic entered -- much to the annoyances of many a marefriend.

"Twilight! Over here, darling!" Rarity called out.

"Hi, girls!" she called back with a bright smile on her face.

The rest of them responded in kind, all save Rainbow who was sitting on the far opposite side of the round table from where Twilight had taken a seat. The ambiance in the cafe was a lot louder than she was accustomed to, but then again this was a place known for its music, drinks and less about its food. A place to 'chill out and relax', was what Rarity had said. Still, Twilight could not help but feel a little annoyed at her cyan colored friend. It was clear that Rainbow was trying hard not to look in her general direction. It was a shamefully obvious attempt at ignoring her and the lavender unicorn felt a little bit hurt by it, even though she knew that deep down Rainbow was not being malicious.

However, she had a job to do.

"Rainbow! I need you to take the census! You need to set an example as an Element! I need you to answer some questions for me!" Twilight shouted over the music.

Rainbow touched her ear and shook her head, the universal sign for 'I can't hear you'. Before Twilight could repeat herself, the pegasus turned towards Pinkie and the two of them began talking loudly and animatedly making it impossible for Twilight to get in a word edgewise. Twilight growled a little under her breath, but didn't push it. After all, this was the time for fun and to hang out with friends, she would get to talk to Rainbow later.

Or so she thought.

The girls were having so much fun that they had stayed practically the entire day. They only left when it was closing time, their numerous parties hosted by Pinkie had acclimatized them to late night extravaganzas because the Element of Laughter threw the best parties. Period.

Twilight rubbed her ears after the music had been turned off. Although they were ringing, she was giddy and happy. She almost didn't want the night to end. Almost. The thought of the census due so soon put a dampener in her mood and she regretfully informed her friends that she had to go home and rest.

Her friends understood and agreed that it was late and time to retire (except Pinkie, of course), but their concern quickly turned to Rainbow, who had downed enough cider to satisfy every mare pony in the quaint cafe. She was utterly and completely gone and on the verge of passing out on the table. Her speech was slurred, her body language was careless and most of all she had started singing old songs from her time in school.

"Off we go into the wild blue yonder,
Climbing high into the sun;
Here we come zooming to make the thunder..."

"Yes, yes, Rainbow, we know," Rarity said, placing a delicate hoof on Rainbow's shoulder and helping her move towards the exit.

There was no way she could make it back home without endangering herself. Flying in that state would have been stupid, and friends don't let friends fly drunk, and it was agreed that Twilight ought to take her home and let her crash on the sofa. Mainly because the library was the closest place and it was also the direction where three of the five conscious mares needed to go. Pinkie, Rarity and Twilight said bye to Applejack and Fluttershy and took turns carrying Rainbow.

By the time morning came, Twilight half expected the Rainbow mare to be long gone. Instead she was pleasantly surprise when she spotted her best friend sitting at the kitchen table nursing a glass of water while Spike put a plate of buttered toast in front of her.

"Morning, Twilight," the dragon said and walked back to the kitchen counter to make Twilight's breakfast.

Rainbow looked up at her friend and gave Twilight a weak smile, "Some night, huh?"

"Some night, indeed. Why do you have to drink like that, Dashie? You know it's not good for you."

"I like cider. Sue me." She closed her eyes in pain and drank a healthy pull from the glass of water before setting it down gently on the table. "So... I guess you wanna ask me about my parents, huh?"

Twilight did not expect that, not after how hard she had avoided it all along. "Well... yeah. It's for the census, you know."

Rainbow nodded, "I know. Okay, I'm gonna be blunt. I don't know who my parents are. Never did."



"But... you said that your father-"

"My father? Let me tell you something about my father..." Rainbow growled furrowing her brow, but then she stopped herself and turned away. "Never mind."

"Never mind? Rainbow, if you want to tell me I'll gladly-"

"Just forget about it."

"But Dash-"

Rainbow cut her off once again, "I said forget about it!"

"I'm... I'm sorry, Rainbow. I didn't mean to-"

"Listen, Twilight, I know you mean well, but... it's just I don't want to talk about these things, okay?"

"I have to put down the truth in the census. I can't just lie."

"You won't be. I don't know my parents. I don't know my father. I'm not lying."

Twilight wanted to pry, wanted to know what she meant by that. It took every ounce of her not to.

"Okay. Do you have any siblings?"

"Yeah. I do. An older brother."

Twilight eyes bulged out of their sockets. She never knew that Rainbow had an older brother. "Um... okay, what's his name?"


"And... do you keep in touch-"

"Are you asking me as part of the census, or personally?" Rainbow growled.

Twilight grinned sheepishly, "Personally..."

"Then stop. I don't want to talk about... them."

"Sorry, Dash, but I'm just really curious. I mean, Fluttershy doesn't know her parent's either and-"

"You wouldn't understand! You grounded ponies with your loving parents and your happy families would never understand!" Rainbow shouted suddenly, making Twilight back up quite a bit. "Just... forget it!"


"I said forget it! You have your answers, right? Now deal with it!" Rainbow shouted again.


"Shut up!" Rainbow yelled in Twilight's face making her lay down on the floor.

Twilight eyes began to tear up. She had never seen Rainbow this mad before and it hurt her more than scared her. Seeing this, the cyan rushed to the kitchen window and opened it. She jumped out and in mid-air, spread her wings and with one huge push she was gone in a multicolored blur, only the faint afterimage of her contrail was visible.

Spike and Twilight stared after her with a mixture of shock, confusion and wonder.

"What in Luna's name did just happen?" Spike asked.

"I don't know," Twilight replied unable to gather her thoughts for a few moments. "I think there's something more to this and I intend to get to the bottom of it. This is the first census Equestria has done since... ever! There has to be more to this. I've got to get to the bottom of this mystery..."

Spike tuned her out. He didn't really listen when Twilight started rambling on like this. He finished making Twilight's breakfast and put it on a plate and placed it in front of her.

"... I mean, what are the odds of both my pegasi best friends being orphans? That's an amazing coincidence, although it is a little sad I have to admit, it doesn't mean..."

The dragon sighed and tuned her out again as he started to prepare his own breakfast. Pancakes with ruby dust. His mouth watered just thinking about it. He certainly loved his rubies.

"... so, that's what I'm going to do."

"Are you sure it's a good idea?" Spike asked, not really knowing what Twilight was going on about.

"You know a better way?"

Now, usually when asked this question without any context, one would panic to come up with the appropriate answer, except Spike knew Twilight extremely well. Came with the job description of being a Number One Assistant.

"I'm sure that your way is best, Twilight."

"Right. So, let's go."

That caught Spike off guard. He had not expected to be taken anywhere and especially not when he was preparing such yummy pancakes. But he played it cool. After all, he knew Twilight well enough now.

"Okay. What do I do with these pancakes?"

"Make 'em later. This is important."

And with that, the two left the library and headed towards Sugar Cube Corner.

Fill in the Blank

View Online

"Hi there, Scootaloo."

The little orange pegasus yelped and jumped back. She took a few deep breathes to calm her beating heart. "Oh gosh, Twilight. You really startled me. Usually Rainbow does that."

"Sorry. What are you doing all the way out here?"

"Me? Nothin'. Just doing some new tricks on my scooter. Wanna see?"


Scootaloo smiled brightly and was about to show Twilight her latest triple twist when the unicorn interrupted her concentration.

"Hey, do you mind if I ask you a couple of questions?"

"Sure!" Scootaloo smiled sweetly, despite feeling just a tad annoyed at not being able to show off her latest trick. "What do you want to know?"

Twilight shifted nervously in her hooves, "Um... I want to know about your mother and father -- if you don't mind, that is."

At first the pegasus was silent, then she shrugged, "I don't know who my parents are. I think I have an older sister, but I'm not so sure. They never told me."

"Who never told you?" Twilight asked not really sure who she was referring to.

"They did."

"Who's 'they'?"

Scootaloo shrugged again, "I don't know. Gerosia? Gerusa? Somethin' like that. I don't know, I can't remember, I was only a foal. They said that I wasn't fit enough. So, I was sent away."

Twilight furrowed her brow, "Sent away? Why? Who is this Gerusa or whatever?"

"Beats me. I was just a little foal so I don't remember."

"Then how do you know all this?"

"Rainbow told me. She said that they were a bunch of stubborn old goats and that they wouldn't know what talent is even if it flew up and bit them on their butts." Scootaloo giggled at that. "Rainbow also said that I didn't need to go back if I didn't want to. It's their loss."

"Wait, Scootaloo. Do you mean to tell me that you were... exiled?"

The little pegasus looked at Twilight for a moment, "What's that mean?"

At that, Twilight was hesitant to answer. She should have thought a little bit before opening her mouth. "Well, it kinda means that you can't go back. Not that you'd want to, right?" Twilight laughed nervously, worried that she had hurt the filly's feelings.

"Nope! Don't want to! Besides, my best friends are here. Why would I want to go anywhere?"

"Hey!" a voice shouted from above. Twilight looked up to see Rainbow land in front of her, placing her body protectively in front of Scootaloo, "Stop it, Twilight. She doesn't understand."

"She isn't the only one. What is going on, Rainbow? Who is this... Gerosa-"

"Gerousia," Rainbow finished for Twilight.

That Twilight knew.

"That's the governing body of the pegasi... some of the greatest pegasus ponies in Equestria are members of it."

"None of the greatest pegasi are on it. They're nothing but a bunch of dim-witted, ignorant old farts."

At that, Scootaloo laughed. Despite her earlier anger, Rainbow couldn't help but chuckle at the filly's reaction to her insult. Twilight just looked at her friend, not understanding any of it. Other pegasi she had talked to seemed to always admire the Gerousia. This was the first time she had actually heard them be spoken of negatively.

"I don't understand."

Rainbow gave Twilight a level look, "Would a great pegasus exile a child?"


"Look, stop trying to dig around, Twilight. This is more than you can take in. Trust me, okay?"

This time it was Twilight's turn to get angry, "Rainbow, I'm your very best friend! Of course I trust you, but trust is a two way street! If something is wrong, and if it's something bad, then I want to know. If it's something I can help, then I want to-"

"You can't help, Twilight. If Princess Celestia can't change them, what makes you think you can?" Rainbow pouted and turned away, "Nopony can change them. They're too stupid to see any other way."

At that, the Element of Magic's anger evaporated. She was not angry at Rainbow. How could she be? It didn't take a genius to see that Rainbow was protecting little Scootaloo in her own way. A part of Twilight wanted to ignore what she was learning, to let go of her boundless curiosity only because it just seemed too painful towards her best friend.

Still, Twilight had to know, not as a census taker for Princess Celestia, but as the best friend of the Element of Loyalty.

"Then why don't you tell me about it?" Twilight offered sitting down on the grass opposite the two pegasi.

"I can't, Twilight. Look, I know that you want to help, but every time I think about-" she let out an angry roar, "I don't want to think about it! It makes me so... so..."


"Yes! Thank you, Scootaloo."

"No problem, Rainbow Dash," the little filly grinned from ear to ear.

"Look, I don't care if you ask around, just don't bring in the foals. They don't understand what happened to them, and I don't want them to. Somepony's gotta watch out for them. They don't need to know. Just... if you really want to know, then ask some of the older pegasi, okay?"

"Okay, Rainbow."

With that the two walked off, all the while Rainbow listened patiently to Scootaloo describing her new scooter stunt that she had just perfected only moments before.

Twilight looked on as they continued on their way not really sure what to make of what she had just heard. Even Spike, who had been there throughout the entire ordeal, failed to come up with one of his usual anecdotes. What bothered Twilight the most was what Rainbow said about Princess Celestia being unable to help. Something that the Princess could not do seemed simply impossible for her to imagine, and yet here she was.

"Spike, who else can we talk to besides Rainbow and Fluttershy that's a pegasus?"

Spike shrugged. He pointed up towards the clouds where some of the weather pegasi were shifting some clouds, "Take your pick."

Another Side

View Online

Twilight looked around, but none of the pegasi above her were even glancing in her direction. She had caught a few of them discreetly looking her way when she called up to them, but most ignored the unicorn's calls. They knew exactly what she was going to ask of them, and they were obviously avoiding her just as Rainbow had been.

"Just forget it, Twilight," Spike said after Twilight called up to them a few more times, pleading with them to come down and talk to her.

She clicked her tongue and sighed. "I can't, Spike. I really, really, really need to finish that census report, and I can't do it if I can't talk to them!"

"Well, you tried. I bet Princess Celestia will be grateful for that-"

Twilight whipped around on the dragon, "But I want to know what's going on! Don't you?"

"Me? No."

That made Twilight roll her eyes, "Of course not, but that doesn't change the fact that I still want to know what's going on. I mean wouldn't you want to know who your parents are?"

"Not really. I've got all the family I need with you, Twilight." Spike blushed a little after he said it, "I mean... uh..."

Twilight nuzzled the little dragon, who pushed her away reluctantly. He didn't want anypony to see him being nuzzled like that, but at the same time he loved it. Suppressing a giggle, Twilight nudged the little dragon gently, "Let's go home and eat breakfast... or brunch."

At that, Spike's eyes lit up, "Great! We can continue where we left off!"

As the two walked into their home, Spike ran into the kitchen to resume making his pancakes, while Twilight walked over to her huge stack of books looking to find anything insightful over what she had just learned. There had to be something there, or maybe even in Canterlot's libraries. Did she have the kind of time to take a quick trip and explore the archives over there? She glanced at the calendar hanging in an alcove on the far side of the wall over a small drawer and saw that she could not spare the days. If only she had realized just how complex this was sooner, she could have planned it better.

A gentle knocking from her door distracted Twilight from her train of thought. She walked over and opened it revealing two uneven golden eyes staring under a blue brimmed hat.

"Hi, Twilight!"

"Hi, Derpy."

"Here's your mail."

Twilight took the small package from the mailmare and was about to close the door it when suddenly it dawned on her. Derpy was a pegasus! She whipped around and grabbed the grey mare's tail before she got a chance to spread her wings.

"Derpy, would you mind talking to me for a few minutes?" Twilight asked with her mouth full.

A bemused Derpy smiled at Twilight, "Okay."

The two mares walked inside her library and Twilight pulled up two chairs with her magic and asked for the pegasus to sit down. She did so happily looking around. Twilight realized that this was the first time that Derpy had actually been inside the library.


"So," Derpy replied smiling happily.

"Um... as you know, I'm taking the census for Ponyville..."

"You are? That's great!" Derpy said still smiling happily.

"Do you mind if I asked you a couple questions?"


"Okay. Um... first things first, what is your full name?"

"Derpy Hooves," the gray mare smiled.

"And the names of your parents?" she asked.

"Dunno," Derpy said, still with a smile on her face. She shrugged, "My parents threw me away when I was a filly."

"You mean gave you away?"

Derpy thought about it for a second, then shook her head, "No. They threw me away. I was put inside it."

"Inside what?" Twilight asked.

"It. You know, it?"


"Yeah!" Derpy smiled again.

Twilight, on the other hoof, was utterly confused. "What is 'it'?"

"The... um... the... um... what's it called?" Derpy patted her chin deep in thought. Then she shrugged, "Can't remember. I just know that it is a very, very, very bad place. When they threw me I remember that I felt cold and hot and hungry."

"Then what happened?" Twilight asked, she had never really asked Derpy about her past before.

She beamed a happy smile, "Mama Cupcake! She found me and took me home, where she made me delicious cupcakes!"

Unable to fully comprehend the pegasus, Twilight played along, "Mama Cupcake? So... she's your mother?"


"I thought you said you didn't know who your parents were."

At that Derpy sighed, "Mama Cupcake isn't my parent. She's my mommy, but she said that my birth mommy didn't want me, that's why she threw me into it. Mama Cupcake had a lot of children like me, so I have a lot of brothers and sisters! We all love each other very, very much, but they are all over the place now."

If Twilight thought she was lost before, she was completely left in the dark after what Derpy had said. "Um... where is Mama Cupcake now?"

Derpy eyes widened, "You wanna go visit? I was gonna go this weekend. You wanna come?"

Twilight thought about it for a moment. If she was going to go with Derpy this weekend, she'd miss Celestia's deadline. That was completely out of the question. She would need to go sooner. "I can't this weekend, Derpy. Can we go... tomorrow instead?"

"Tomorrow? Well..." Derpy thought about it. "I could ask Mr. Zippy to cover for me... he does owe me..."

For some reason, Twilight held her breath, not wanting to spoil Derpy's thought process. After a moment the gray pegasus nodded.

"Okay, I'll ask Mr. Zippy if he can deliver the letters tomorrow, then we can go visit Mama Cupcake."

"Where does Mama Cupcake live, Derpy?"

"Under Cloudsdale, silly. Everypony knows that."

"Under?" Truth be told, she never thought about it.

The Underside

View Online

Twilight was waiting outside her library with Spike. The sounds of the birds just starting to sing as the early hours of dawn slowly approached. Deep in her heart a flush of excitement flooded through the Element of Magic's veins. Her mentor would be just getting ready to raise the sun soon. Spike yawned and smacked his lips. On his back he carried his backpack which had a blank notebook and a few quills and inkwells.

Derpy had insisted that they leave just after dawn. Twilight was not sure why, but that was not her place to ask. She waited, looking up into the sky waiting for the gray mare to appear.

"Hi, Twilight!" a voice said from right behind her.

Despite expecting visitors, Twilight yelped and jumped back. She put her hoof over her chest to still her beating heart and looked at Derpy who had a small passenger on her back, thereby answering her question as to why Derpy was walking and not flying.

The little unicorn filly smiled and hopped off of her mother's back and waved to Twilight.

"Dinky! How nice to see you. How are you today?"

"Fine," the little filly replied bashfully when her eyes found Spike. "You're gonna come with us to see gran'ma?"

"If that's okay with you." Twilight lowered herself so that she was eye level with her.

"Um..." Dinky looked at Spike, who grinned and waved to her. That made Dinky blush a little more, "Okay. Is Spike coming too?"

Twilight nodded and stood up, "The more the merrier, right? So... shall we go?"


The four of them sat on the train comfortably. Derpy was smiling happily as her daughter fell asleep in front of her. The little filly snuggled up against her mother and she was gently stroking her blonde mane and humming a tune. Twilight listened to it and smiled. It was so calming and peaceful.

"That's beautiful. Where's it from?"

Derpy looked up, "Mama Cupcake used to sing it to us. Now I sing it to my daughter." She gazed down at Dink before gently kissing her on the forehead.

"Does it have any words?"

At that, the gray pegasus smiled and nodded, her eyes still on her little girl.

"Hush now, quiet now,
It's time to lay your sleepy head,
Hush now, quiet now,
It's time to go to bed.

Drifting off to sleep,
Leave the exciting day behind you,
Drifting off to sleep,
Let the joy of dreamland find you.

Hush now, quiet now,
The stars are shining in the skies,
Hush now, quiet now,
It's time to close your eyes,

Goodnight my darling,
The whole wide world is fast asleep
Goodnight my darling,
Snuggle your pillow so soft and deep..."

Derpy continued to hum the tune in a gentle voice as a cute smile formed on her daughter's face.

"It's a beautiful song," Twilight sighed, the gentleness of the tune seemed lull her into a restful state of peace. Spike had his eyes closed and was leaning against the window as Equestria rolled by. The sound of the train rolling on the tracks, coupled with Derpy's gentle humming relaxed her so much. It reminded her of when her mother would sing to her when she was a filly.

"It always makes me feel loved whenever I hear that tune and I hope that when Dinky hears it she can hear my love too."

"Mama Cupcake must really love you."

At that, Derpy's smile impossibly got brighter, "Mama Cupcake loves us all. We are her daughters and sons, and it's because of her that I feel so, so happy. Without her, I would have never had a family of my own. Without her, I would've never had a daughter of my own that I can love with all my heart. I hope that I can show her how much I care for her, like how my Mama loved me."

Twilight didn't quite know how to respond to that, and watched contently as Derpy continued to hum to her daughter.

"We're here, sleepyheads!" Dinky shouted making both Spike and Twilight jump in their seats.

"I'm sorry, Derpy. I must've drifted off," Twilight said as she stood up using her magic to plop Spike on her back as they made towards the exit.

"That's okay, Twilight, I fell asleep too," Derpy replied.

As the four exited the train, the first thing that Twilight noticed was the huge metropolitan city hovering high above them about a quarter of a mile away towards the north. As her eyes drifted downwards she spotted a large group of airships and balloons in a large open field. Almost every single pony who had taken the train made their way towards it. Obviously had they intention of taking these flying contraptions right into Cloudsdale itself.

Derpy and Dinky headed directly across the field. A couple of vendors tried to see if they were interested in taking a ride, but Derpy just shook her head and pointed to a small path that led beyond the field through some trees. The vendors were a little confused, but got the idea. They weren't going to get any business from her.

They had been walking for some time and before long they both spotted a large board made of wood in front of them. On it, in almost every language known to ponydom, it said:

Caution: Falling objects. Ponies and/or citizens/subjects of this and other nations are advised to keep away from the areas under Cloudsdale due to extreme danger from falling debris. Proceed at your own risk.

Underneath it was a drawing of a pony getting hit by what looked like a safe. Twilight wasn't sure. She studied the sign for a bit longer thinking about the implications of it. The last time she had come to Cloudsdale was with Pinkie on her airship where they docked with the cloud city directly. She had managed to find out how to cast a cloud-walking spell that enabled them to remain on the clouds without falling through. At the time she had not really considered what was underneath the city, but as the looming shape of the metropolis floated directly above them this time, she was utterly speechless.

From this vantage, saying that Cloudsdale was huge would have been an understatement.

"Um... Derpy... where do we go now?" Twilight asked, not really liking where they were.

"Just follow me. It's not dangerous," Derpy replied, still smiling cheerfully.

"Are you sure?" Spike hesitated behind Twilight.

"Don't be such a scardy-cat," Dinky hopped on ahead.

Spike ran after the filly. He was not about to admit that the bouncing little unicorn was braver than him. The chased each other, laughing as they continued beyond the sign.

The two adults followed on in silence. Derpy was smiling to herself, humming another tune, while Twilight kept looking around absorbing everything that she could. Everything was fascinating to her. How did the plants grow here under constant shade? Do they get water from the clouds above all the time? Why was everything so wet? Do the clouds leak?

After ten minutes, the two of them stopped and were sticking their hooves in something and pulling them out. It looked like a curtain of water.

"Derpy... what's that?"

"That? That's the downstream."

"Downstream?" Twilight looked at the mare confused.

"I'm not sure. You should ask Rainbow or one of the other weather pegasi about it. It's got something to do with rainbows and rain." Derpy walked past Twilight and through the curtain of water followed immediately by Dinky and Spike after he hesitated for a second.

Not sure what to expect, Twilight closed her eyes and pushed through the water only to find herself looking across a dark and wet swamp-like plain. Ahead of her walked Derpy and Spike, with little Dinky leading the way. It was strange looking up at the monolithic cloud structure from beneath. Unlike from the far off distance, from below it looked strange and intimidating. There were large columns sticking out from beneath the cloud that looked like inverted obelisks, with the sharp ends pointing towards the ground. She could not see very clearly, but there were definitely runes and ancient lettering etched into the sides of these hardened clouds.

Twilight knew of it rather well. She had read up on it after she had seen the architecture of Cloudsdale's buildings and their coliseum where Rainbow had won the Best Young Flyer award were all made up of the same kind of cloud-stone. It was packed tightly, then mixed with some other metals or stones which solidified it. The end result was beautiful, but from where she stood the stones looked anything but pretty. They looked downright hostile, and she wondered why.

"There it is!" Derpy said pointing towards a small island.

Strangely there was a faint hint of sunlight right where a large barn-like building stood. Looking up, Twilight spotted a large circular hole that seemed to rise straight up through Cloudsdale. She could see the blue sky high above them, and even some pegasi who looked like dots in the air from where she stood.

"Derpy? Derpy, my darling!" a voice shouted.

"Mama!" Derpy shouted back and galloped to the source.

The two embraced each other tightly.

"My, my, little Dinky. You've grown since we last met."

"We met two weeks ago, gran'ma," Dinky replied dryly.

The old mare just laughed and seized the unicorn filly in a tight embrace, "Well, I'm still overjoyed to see you, you little rascal."

Dinky burst out in a giggling fit as the old mare began to tickle her belly. "S-stop it, granny!"

"Oh, fine. So, who're your friends?"

At that Dinky grabbed Spike and shoved him in front of Mama Cupcake, "This is Spike. He's a dragon!"

"You don't say," Mama Cupcake responded with a heavy gasp.

"And that's Twilight Sparkle..."

"The Twilight Sparkle?"

"In the flesh," Twilight replied, blushing a little.

"Now why would the Element of Harmony come all the way down here?"

"Um... I'm the Element of Magic, ma'am," Twilight said, correcting the old mare. "I only represent one Element of Harmony."

"Oh yes! I forgot about that. Six of you, right? Well, I rarely get any newspapers delivered here, so I make do with what I can find." Mama Cupcake let out a hearty laugh, "Well, come on in. The sun will set soon, and you don't want to get caught out here when it gets dark."

"Why? Is it dangerous? Are there hydras and other dangerous creatures?"

"Heavens no!" Mama Cupcake laughed. "After sundown, all the pegasi will be returning to their homes."


"Well, let me put it this way." Mama Cupcake held the door open for Twilight and Spike, "Cloudsdale doesn't exactly have a very new sewage system installed."

As realization dawned on her, Twilight quickly dashed towards the front door.


View Online

"So, what brings the Element of Magic all the way out here?" Cupcake asked putting an umbrella onto a set of hooks.

"Um... I'm just curious is all, Mama Cupcake," Twilight replied as she stepped inside. She was greeted by the savory scent of baked goods and nostalgic smell of old books. It was almost like walking into Sugarcube Corner's kitchen and the Canterlot Library at the same time.

Dinky grabbed Spike with her hoof and led him quickly down the hall, Derpy following close behind.

Unsure what to do, Twilight stood where she was as Cupcake took off a thick knitted scarf and placed it on a hanger before taking it over to the fireplace and leaving it as near to it as possible without risking it catching fire to allow it to dry. The living room looked so cozy. In the corner of the room was a huge mass of cushions of all shapes and sizes. Right next to that was a large shelf full of children's books and Twilight recognized more than a few in there that she read when she was a filly (and sometimes even now, but secretly when nopony was looking). There was a single sofa chair that sat next to the fireplace facing perpendicular to it. Over on the far side was another bookshelf with a lot more books. These were a little familiar as they were for big ponies and casual reading.

"Well, this is it. My home. I know it isn't much-"

"It's lovely!" Twilight spat before blushing. "I love books... I feel warm and comfortable here."

"Well, so do I, and the kids love it here."


"Oh yes. My kids. It's Quiet Hour, so they're all in the back room studying, or at least they are supposed to be. Anyway, with their cousin Dinky around I doubt there's going to be any-"

"Dinky!" a voice squealed in glee.

There was some screams of laughter and delight before the whole house seemed to burst into noise. Twilight had first thought that Cupcake was alone, and boy was she wrong. She could hear them rushing about, the sounds of little hooves clopping to and fro, the screams of joy and glee.

"And there goes study hour," Cupcake sighed, but a knowing smile formed on her lips. "They love their cousins, and little Dinky is no exception."

"Who are they?" Twilight asked trying to peer down the hall. She could see fleeting glimpses of little fillies and colts from her angle.


"Um... okay, Mama Cupcake."

"Please, just call me Cupcake. I don't know why Derpy insists on putting 'Mama' in front of my name all the time. I would have thought she would've outgrown it by now. It's cute, but I don't want two fully grown mares calling me that, especially when one probably already knows who her mother is." Cupcake gestured towards the kitchen, "This way."

"If you don't mind me asking, why are you down here? Under Cloudsdale, I mean," Twilight asked as she took a seat at the kitchen table and watched as her host opened a drawer and pulled out two cups. The lavender mare noticed that the cupboard was full of cups, each one different and unique.

At the question, Cupcake paused for a moment what she was doing before continuing the search for coffee. She was feeling around one of the upper cabinets, "I think the better question would be: what brings you to this place? Nopony comes here unless they've started asking certain questions. Certain uncomfortable questions. Questions that most ponies would like to ignore."

"I'm doing a census-"

"You're wasting your time. Pegasi won't tell you their lineage because, apart from the first born of the two ruling houses, they can't. Pegasi don't know who their parents are." Cupcake took out a kettle, filled it with water from a large barrel, then placed it on a stove. "Well, that's not fair. Pegasi born and raised in Cloudsdale don't know who their parents are, so even if they wanted to, they can't tell you. Pegasi raised everywhere else, as in those with fathers or mothers who aren't pegasi, usually have normal families by earth and unicorn standards. But pure blooded pegasi from Cloudsdale? Ha! Fat chance."

"What do you mean?"

Cupcake watched the hotplate started to glow red hot as magic flowed into the device from its source. It seemed that the white earth pony was at a loss for words, or deep in thought. She reached over the back of her head and undid a small mane-tie. Her long, flowing blue mane looked like a river gently flowing over her body. She shook her head letting each strand breathe and turned to look at Twilight.

"You really don't know anything?" she asked.

"No offense, but I wouldn't be here if I did."

Cupcake smiled, "None taken. I completely understand where you're coming from. So, do you have any pegasi friends?"

"Of course! My best friends Fluttershy and Rainbow Dash-"

"Fluttershy? Did you say Fluttershy?" Cupcake asked, spinning around on her.

That caught Twilight by surprise. "Yeah."

"Yellow mare with a pink mane? Cutie mark is three butterflies?"

"That's the one! Fluttershy's the Element of Kindness, one of the Elements of Harmony and one of my very best friends! Do you know her?"

Cupcake sat down heavily, a dreamy smile on her face, "Oh yes. I know her. So, little Shy-shy is an Element? My, my, she certainly has come a long way from when I found her-" she coughed after those words, effectively cutting herself off as she smoothly turned away from Twilight. "Some sugar in your coffee?"

Twilight wasn't letting that one go. "Miss Cupcake, please. I need to know what's going on. Why don't pegasi know who their parents are? Why is there still a ruling house, or two, in Cloudsdale when we have Princess Celestia and Princess Luna? Why won't my friends talks to me about it? And how do you know these things?"

There was a substantial pause between them.

"Are you sure you want to know? It's not a very... what I'm trying to say is that it's a... um, sad, and..." Cupcake took a sip and leaned away from Twilight nursing the warmth of the mug. She looked into it, and swirled it around a couple of times. "Are you really sure you want to know?"


"Even if what you find out might... make you change the way you look at your friends?"

Twilight smiled and shook her head, "My friends will always be my friends. If they didn't tell me, it's because they wanted me to find out on my own."

"Or they didn't want you to know," Cupcake suggested, raising her eyebrow knowingly.

"Maybe, but I still think it's important, and more than that, I want to know. If you don't tell me, I'll find out another way." Twilight stuck out her jaw to show that she meant business.

Cupcake took another sip and placed the mug on the table, "Okay, then let's start. I think that the first thing you need to see is... where it all begins. Come with me."

Twilight placed her untouched mug of coffee on the table and proceeded after Cupcake towards the backdoor at the far end of the kitchen. There they paused as a closet was opened and two raincoats were pulled from it. One was hoofed to Twilight.

"Put that on, it's very wet outside."

"Okay. Thanks."

"Derpy!" the earth pony called out all of a sudden.

"Ya, ma?"

"I'm going for a walk with your friend. Don't forget to get dinner ready for the kids, okay?"

"Okay, ma!" came Derpy's call. A few seconds later a chorus of giggles emanated from Derpy's direction. It sounded like the youngsters were having a wonderful time.

Twilight thought about calling Spike, but he seemed to be having fun. Something told her that he shouldn't be there for this and more importantly she didn't want to disturb Cupcake's mood. For the first time since the start of this entire fiasco, somepony was about to tell her what was going on. She was not about to waste that opportunity, even without her writing utensils. She would have to remember as much as possible then write it down later.

Cupcake opened the door and gestured for Twilight to go through it. As she did, the first thing she noticed was a long, covered passage extending before her. It was narrow, enough for a two ponies to walk side by side, and sturdy. Stone, with hardened cement reinforce the passage in a windy route that led between an array of obstacles in the wetlands. There was a thick, constant fog that seemed to remain just above the ground. She could see the grass, but anything above that was hidden.

Twilight noticed in places where the fog was light, large stones protruding from the ground. These were not natural formations, and looked ponymade. The way each one stuck into the ground looked like they had fallen.

"Those are ancient remnants of ancient parts of Cloudsdale. When things got too old, and they didn't want them anymore, they just threw them away, never mind who happened to be down here in the first place." Cupcake slipped on the raincoat over her body. "In the old days they would take real stones and place them on special clouds. They always were very vain."

"They don't do that anymore?"

"They're not supposed to anymore, but some do. Some of the pegasi who think that they are above the law. Lucky for me, most of the recent... contributions, have been far smaller and further away from here. Not that it would matter, the house is actually built into the side of a small hill, so unless its something really big..."

"Isn't that dangerous?"

"Oh, incredibly so!"

"Then why stay here, Cupcake? Why stay where it's not safe?"

"I said that only really big stones are dangerous, and that's not allowed anymore. And there is another good reason why I stay here."

"And that is?"

"I said that I'd show you, and I will." Cupcake began to walk down the pathway. When she did not see Twilight following she stopped and looked behind her. "Coming?"

"Where are you taking me?"

"How much do you know about pegasi culture?"

"I use to think I knew quite a lot, but recently..."

Cupcake smiled and laughed gently, "I know how you feel. Do you know why this area is always drenched?"

Twilight followed Cupcake and thought about the question. "Is it because Cloudsdale's primarily made up of rainclouds? The lower base is made from a mixture of various heavy-set clouds, including cumulonimbus, which make up the structural support for their towers," Twilight recited the last part as if she were reading it directly from a textbook.

Cupcake smiled, "You're pretty smart, you know that?"


The earth pony leaned on a mossy railing and stared out towards the distance, "That's why there's so much rain and fog down here, and also why you didn't notice these huge rocks before. Makes for great hide and seek. This confounded fog that just keeps hanging around here making it impossible to see."

Twilight said nothing as Cupcake led the way again. They walked in silence for the rest of the way, Twilight following the mare as they continued along the covered passage. After what felt like ages she stopped and looked up. Here it seemed that the area was a little brighter.

"Come here, Twilight."

Cantering up, Twilight walked towards Cupcake and found herself standing where there was no longer any rain. She instinctive looked up to see a giant hole extending all the way up to the blue Equestrian sky. The sides of this hole were smooth as glass, and it was a near perfect circle.

"What is this place?"

"You know what you said about Cloudsdale being built on rainclouds? Well, you were mostly right. Except this isn't just a raincloud. It's a-"

"Storm cloud. We're looking up the eye of the storm," Twilight answered in a harsh whisper. "But... I thought storms were fast and-"

This time it was Cupcake who interupted the lavender unicorn, "You can't have a city on a fast moving storm cloud. Everything would fly off. They slow it down enough so that is spins so slowly that it takes months for it to do one complete revolution."

"But... why bring me here? What's the significance of this place?"

Cupcake sat down and inhaled the air through her nostrils. "This is where it all begins, or where it all ends. Depends where you're coming from."

"I... I don't understand," Twilight admitted, then looked up into the sky again. "Is this where pegasi come down to check the underside of the cloud?"

Cupcake laughed mirthlessly, "No. If only it were used for such a mundane purpose, then everything would be perfectly... normal."

"Then what's it for?"

"I'm going to ask you one last time, do you really want to know?"

Twilight thought about it for a moment, but she had already made up her mind. "Yes. I want to know."

"Does the name Apethetae mean anything to you?"

Twilight tried to recall everything she had read about the pegasi, but that name never came up before. She shook her head. "No. Never heard of it."

"And with good reason too. It's a very dark chapter in the history of our winged cousins. This hole above us, this eye in the storm, is called Apethetae. It's used to discard... 'useless' things."

"Oh? You mean like garbage? Trash?"

"Not quite, darling, although I'm sure they'd consider those unlucky enough to be cast down from up there trash, but no. It's not for that."

"Is it... I dunno... a sky lake?"

"With no bottom?" Cupcake shook her head. "They cast something else down here through this hole."

Twilight looked at the earth pony unsure what she meant. "Wait. Unlucky enough? What do you mean 'they'd consider those unlucky enough to be cast..."

Cupcake turned away from Twilight and looked up.

"N-n-n-not p-p-p-possible! Y-you can't h-honestly be s-s-saying that... that... that..." She found that she was unable to finish her sentence.

"You can blame the Gerousia for that. Any pegasi foal that doesn't meet their standards is... oh, the Gerousia are-"

"I know who they are, Cupcake," Twilight snapped. "I'm sorry, I just... this is very shocking... I never knew..."

"You're not the only one, Twilight. A lot of unicorns and earth ponies don't know about this. Even pegasi born outside Cloudsdale don't know. And it all starts with the pegasi's ruling body. They get to pick who lives and who gets thrown down here. Young foals, Twilight. Barely able to spread their wings. They are thrown down here. It's barbaric."

"How could the parents let that happen? How could the princesses let this happen?"

Cupcake looked at Twilight, "And who's foals would they be? The parents won't know. Nopony knows. And I'm sure that both Princess Luna and Celestia won't know who the parents are either. It just isn't their way."

There was a long silence as the lavender mare closed her eyes to process what she had discovered. It made her sick in the stomach.

"Is that why you're here? To save these foals?"

"No. I'm here to teach them how to appreciate good food," Cupcake replied. "Can't do that unless I provide a bed for them to sleep in, a blanket to keep them warm on cold nights, hot and healthy food so they can grow up big and strong! I am not here to save them, Twilight. I'm here to give them a home. I'm here to teach them. I'm here to make sure they have a place to come back to. I'm here to love them. I'm here because this is where I have to be."


View Online

Twilight poked at her plate of food still unable to get over her shock. Around her were the sounds of happy, cheerful voices chirping about all sorts of random things, the voices of the children seemed to feed into her horror and confusion. Every single one of these kids had something not entirely right about them. In her mind she did not want to seem biased, and in truth if she had not learned what she had, she would have called them defects, but you can't say that a living thing has a defect. That seemed incredibly wrong. Especially when it came to that of a child.

"Twilight, what's up?" Spike asked, putting his claw over Twilight's hoof. "You seem real down."

His voice seemed to sooth her and she raised her head to face her Number One assistant, "I'm fine, Spike."

"Are you sure? You've been really mopey since you got back from your walk."

"It must be the rain. You know I sometimes get sad when it rains."

"You do?" Spike rubbed his chin. That did not seem to ring a bell at all. Twilight always seemed to like the rain as it gave her an excuse to curl up in her warm bed with a nice book.

"Mama Cupcake took Twilight to see it," a small pegasi said. She then looked down at her plate of food, "I hate it. I hate that place."

Spike obviously did not understand, but seemed to know that whatever 'it' was was a sensitive topic. He looked at his mentor and gave her a comforting smile. The small seemingly normal gesture gave Twilight a sense of peace. Knowing that he was there for her made her feel loved and cared for and she felt an immense amount of affection for the dragon. It came as a revelation to her that this was probably how Cupcake made the children feel.

"Okay, everypony! Soups on!" Cupcake sang out as she made her way into the kitchen with a huge pot of soup. Derpy followed close behind, followed by a few of the older kids carrying bowls and spoons.

There was a sudden mad dash for the table as the little ones made their way to their seats, visibly fighting to sit nearest to the large chair at the head of the table. The other spots were next to Derpy, Dinky and Spike.

"How many kids does Cupcake have here?" Twilight asked looking at them all.

"Right now? Well there's Skipper, Runner, Spinner, Loopy, Windy, Spiral, Nacreous, Tropo, Maggy, Turbo, Lightning, Lighter, Brown Light, Green Light, Red Light, Blue Light, Little Light and Big Light," Derpy looked at Twilight and saw the expression on her face. "What? They all have the same first name. There's also Blizzard, Snow, Flounder, Cirrus, Cumulus, did I say Muddy? Well, there's Muddy too, and Dusty, Splash, Zip, Fibratus, Perl-"

"That's short for Perlucidus," a bright orange pony with an auburn mane and tail cut in. She had a Cutie Mark on her flank that looked like a blanket of pillows, but seeing as Perl was a pegasi, she automatically knew that they were clouds.

"Perl's the second oldest here now," Derpy smiled and ruffled her mane. "Then there's Lucy-"

"That's short for Translucidus," Perl cut in again shoving her head under Derpy's and grinning widely at Twilight.

"Lucy," Derpy emphasized shoving Perl back with her left hoof, "and Opi-" Before Perl could cut in, Derpy shoved her hoof in her mouth. "And Fallstreak!"

"I was going to tell you that Opi's full name is Opicus," Perl said while Derpy was wiping her hoof with a napkin.

Twilight was amazed. "How do you feed them all?"

"Well, our older sisters and brothers send a few bits to us when they can. Most live close by and can bring food and things. Sometimes this house gets so full we have to put sleeping bags in the kitchen." Perl giggled at that. "It's interesting seeing who tries to sneak in and grab a midnight snack."

Just then the kitchen rear door opened and in walked a black coated stallion, around Twilight's age. He didn't seem to notice the unicorn and plopped himself at the other end of the table. A few of the kids hugged him and he returned the gesture.

"Heya, Fall!"

"Derpy! How's my favorite sister!" Fallstreak shouted and walked around the table and hugged her tightly.

"Fall, this is my good friend Twilight Sparkle from Ponyville. Twilight, this is Fall. He's the eldest one here, and he's kinda like the big brother for everypony."

"Kinda? I am the biggest brother. Eldest, anyway. Hello, Miss Sparkle," Fall grinned. "Thank you for coming to our home. I hope that everything is to your liking."

Twilight nodded, "Very much so, thank you. And just Twilight. Miss Sparkle is a little bit... too formal."

"Okay, Twilight. Hey, why didn't anypony tell me Derpy was here? Perl?"

"You should've come back earlier."

"I was working in the rice patties!" Fall protested.

Everything was so warm and happy. There were bright lights, bright colors and bright smiles on every face -- with the exception of the siblings being siblings by fighting over the usual things. A toy, or a book, or even a hug from Cupcake.

"Everypony! Now everypony! Please take a seat," Cupcake announced. Most of the kids were already in their seats, but those that weren't found a place to sit and those that couldn't sit at the table just found a place nearby on the floor or couch. "I want everypony to thank Princess Celestia for the day, Princess Luna for the night, and also thank all your big brothers and sisters who helped us get this meal tonight," Cupcake said as she ruffled the manes of those closest to her. "Also, let's all give thanks to auntie Derpy for the toys she always brings, and to Dinky who teaches us knew and fun things."

"Thank you, Princess Celestia. Thank you, Princess Luna. Thank you, auntie Derpy. Thank you, cousin Dinky," all the kids intoned together.

Twilight noticed that Dinky blushed as her name was said by the kids and she leaned against her mother her stroked her mane lovingly.

"And don't forget! Thank you, mommy," a small foal said suddenly. At once everypony, including Derpy and Dinky said the same time.

Cupcake just sat there and smiled, but surprisingly she shook her head, "You don't need to thank your mommy for taking care of you, my little darlings. It's a mother's job to take care of her little ones, and you're all my little ones. Some may be bigger than others," she kissed Derpy on the temple, "but you're still my children and you will always be."

"I love you, mommy," the little filly said ignoring Cupcake's words.

"I love you too, mommy!" another shouted.

"Me too!"

"I love you the most!"

"Nuh-uh!" one disagreed.

Then one by one, they all rushed Cupcake until they were in a large giggling pile on the floor. Even some of the older kids could not help but partake in the shenanigans. The little ones were trying to fly, their tiny wings flapping hopelessly in the air as they tried to gain a little altitude to get to their mother. It was an adorable sight, and Twilight wished that she had a camera on her, especially when Derpy gently pushed her way into her mother's embrace, which earned a lot of angry pouting faces from the youngest batch of foals. Cupcake lightly tapped Derpy on the nose, but nuzzled her daughter lovingly anyway. She would always be her little girl.

Twilight could not help but laugh at the cute scene, but the food was getting cold and they soon were all once again sitting back in their respective seats relishing the delicious soup together.

The creaking from upstairs made Twilight put the book down. She had spent the better part of an hour reading the latest Daring Do novel out loud to a large audience of eagerly listening fillies and colts. She loved how much they loved it. They hung on her every word, sometimes even gasping when she got to the really exciting bits. She never really took herself to be a good storyteller, but the children made her feel as if that was her talent.

"You okay, Twilight?" Cupcake asked as she picked up a couple of leftover dishes from the table and placed them on tray.


Cupcake nodded as she picked up the tray and placed it on her back, "I'm sorry for keeping you. Derpy mentioned that you were planning on heading back to Ponyville tonight, but I'm afraid I can't let you go. It's too dangerous at night. I know it might not be for you, being the Element of Magic, but I wouldn't feel right letting a mare and her adorable dragon assistant out in the cold wetness."

"Are you sure it's okay for us to stay the night?" Twilight asked.

"Of course, but there's... there's also something that I'd like you to come with me for."

"Are you sure, Mama?" Derpy suddenly asked raising her head. She had been laying down on the empty sofa at the far end of the living room. Dinky had gone upstairs to spend the night in her cousins' room.

"I believe so," Cupcake replied, nodding slowly. "You don't think that it's the right thing to do?"

Derpy stood up and stretched, "It's just... well... I guess so. But... certa es sapientem esse?"

That took Twilight by surprise. She had no idea that Derpy spoke another language. Not only that, it was a language that she had never heard before... or maybe she had, just never really paid attention to it.

Cupcake seemed visibly annoyed by this, but replied in kind. "Sum certa. Quare in hac lingua loqueris? Est amicae rudis."

"Mama, I don't think she's ready," Derpy said reverting back to Equestrian.

"Nopony is ever ready, darling."

Derpy sighed and stood up, "I know... it's just that... well... I'm going to get some rest, so just wake me up when it's time."

She walked out of the living room leaving Twilight and Spike wondering what that was all about.

"Miss Sparkle," a voice whispered. "Miss Sparkle!"

Twilight flinched at the hoof-poke and she opened her eyes to see Perl standing next to her. She had fallen asleep on the couch.

"She doesn't want to be called 'Miss Sparkle', Perly. Call her Twilight," Fall whispered as he put some things into a saddlebag.

Perl clicked her tongue and rolled her eyes, then in a whisper said, "Fine. Good morning, Twilight. Mama said to wake you. Do you want some coffee?"

Fall was gone by then. Him and his saddlebag. Twilight wasn't sure where he had gone.

Twilight rubbed her eyes and looked at a clock behind the filly's head. It was just before three in the morning. "I would love some coffee," she whispered back.

Perl nodded and quietly walked off.

Twilight in the meantime managed to drag herself out of bed and stretch herself out. Her legs were a little stiff from sleeping in the reading position, but she was also used to it, so she was good to go quite quickly. She entered the kitchen to find Cupcake sitting with Derpy on the table. They were talking in low whispers and a whole bunch of the older kids were there with them.

"Here, put this on. It's cold outside," Perl said as Twilight sat down at the table. She was hoofed a nice thick scarf as a hot mug of coffee found its way under her nose and she inhaled the freshly brewed contents gratefully. Taking a small sip, she noticed that Derpy was folding some pieces of cloth and putting them in small baskets. She wanted to ask what she was doing, but was too tired at the moment to think about anything else except finishing her cup.

After a few minutes of silence a loud flutter was heard outside the door and Fall pulled the screen door open, the spring whinging as it was stretched apart.

"The Grex are on the move. We should get going."

At once all the pegasi stood up and started to quickly file out the door. Cupcake stood up slowly, as did Derpy, and the two of them proceeded. Twilight followed throwing the scarf around her neck and taking another large draft of coffee from her mug. She placed it on the kitchen counter and stepped out into the night.

What struck Twilight first was how unbelievably dark it was. Without the moon and with the constant storm cloud revolving around them, it really looked bleak, dark and desolate down there. Twilight was given a small lantern by Derpy who placed a hoof on her shoulder.

"Quod videbis oculos tuos aperiet," the pegasus quietly stated.

Twilight looked to Derpy for a moment as the pegasus smiled sadly.

"What you are about to see will open your eyes."

"What language is that, Derpy?"


Of course it was. The supposed 'mother-tongue' of ponykind. She remembered her history books regarding the subject, but never studied it. There was no point, the language was extinct for the most part. Only old professors and mages spoke in it for fun, and as much as Twilight respected them for their high intellect, she couldn't stand their subjects of conversation.

"Pegasi don't speak Equestrian?" Twilight inquired, walking by her friend.

"Of course they do, silly. Equitatus is the official language of Cloudsdale. You can't use Equestrian in their government thingies..."

"You mean like in the Gerousia?"

Derpy paused in mid-step for a moment before continuing, "Yes. Like there."

That had seemed to put a damper in their conversation as they walked along in silence after that.

Together the train of pegasi proceeded down the same covered pathway which Cupcake had brought Twilight earlier that day. They continued on until they reached the end of the path and stopped as Cupcake and the older kids looked up into the night sky. High above them they could see Luna's stars twinkling in the heavens.

The first thought that crossed Twilight's mind was, 'What are we doing here so late?' before she realized a moment later exactly what for.

"They can't be..." she whispered as she stepped closer to the soft mossy railing and peered upwards.

"The Grex are on the move. If they are, you can be certain that they've..." Cupcake did not finish. She had no need to.

"Grex?" Twilight had never heard of them.

"Look!" one of the older kids shouted pointing with her hoof.

Something was falling, and fast. Twilight eyes went wide open, and fear shot through her spine. She was about to use her magic when Cupcake stopped her, "The Grex cannot know we're down here."

"But you have to let me help..."

"Calm yourself, please, Twilight," Cupcake said imploringly. "I have done this for a long, long time. Trust me."

Twilight had no choice and she sat back and watched. As the object fell, it passed through some fog and hit the ground with a heavy thud. The unicorn could not believe what she had just seen and was about to shout at Cupcake she suddenly began to laugh.

"They think they can draw us out with fakes," Cupcake growled.

"What are you talking about?" Twilight looked at the object in the distance, but the darkness prevented her from seeing it clearly.

She saw movement near the object before it suddenly vanished into thin air. After a moment a pegasi appeared from the night, the light from the lantern illuminating the pegasus dressed from head to hoof in black. He opened the bag and placed it gently into Twilight's hooves.

It was a bowling ball.

"They mock us sometimes. Well, us isn't right. They mock me by doing this. They know I'm down here, and they know what I do..."

"Then why hide?" Twilight stated angrily. She wasn't angry at Cupcake, just angry in general.

"I'm not hiding, Twilight. Trust me. I've faced the Grex enough times head on, but I've got children to care for. I can't keep putting up a fight, so I... changed tactics. I don't interfere with them, and they leave me alone."

The lavender unicorn gave the white earth pony a puzzled look.

"Instead of fighting then in the courts, in their society, in their... ignorant ways, I've decided to hit them where it really hurts." Cupcake smiled and pulled Derpy closer to her, "By giving those which they have cast down a life of love and happiness. That's all I want for these young ones, and its what I will keep on giving till the strength finally leaves this body."

Derpy nuzzled her. "You're not going anywhere, Mama."

Cupcake rubbed Derpy's cheek with her hoof, "Yes, darling."

They waited for a long, long time, but nothing else fell from the skies that night. As Celestia's sun rose in the distance, the troop started heading back towards their home. Cupcake, Twilight and Derpy remained where they were for a little while longer. Only after the sun lit up the sky completely did Cupcake decide that it was okay to leave.

"What is the Grex?" Twilight asked, she did not get an answer to her question from before.

"Derpy, why don't you go on ahead and make sure that little ones have something to eat when they wake up."

"Okay, Mama."

The grey pegasus trotted away quickly catching up to two of her nephews and threw her hooves around their shoulders. They all grinned at their aunt and started talking amongst themselves. Despite the rain and general gloominess of their surroundings, everypony seemed to be in a cheery mood.

"What do you know about pegasi foals?" Cupcake asked when there was a significant distance between them and the others.

"I used to think I knew quite a lot. I just thought they were born, raised, and... you know, like normal. But after this past week..."

"Pegasi are very promiscuous."

That stunned Twilight a little.

"It's just something in them. They find it much more difficult to deny themselves a little bit of... 'fun' while in estrus."

Twilight blushed, "I know a little of what it's like being in heat. There are just some times it's a lot... worse."

Cupcake laughed lightly and shook her head, "Tell me about it. Most of my eldest daughters have foals of their own now, whether or not they have a special somepony. Even Derpy, who I still cannot believe actually managed to raise such a wonderful daughter. Don't get me wrong, I always will love my Derpy and Dinky as any grandmother can love her daughter and granddaughter, but when you realize where Derpy came from and what she's gone through... each one has a story that would bring tears to anypony with a heart. I cannot speak for unicorns, but earth ponies can withstand it quite well. Well, maybe not all of them. Sometimes I always wondered if I was secretly a pegasus." She gave Twilight a wink which made both mares laugh.

"But seriously..."

"Yes, I did have a point I was trying to make. You see, the pegasi weren't always as numerous as they are now. In ancient times they were expressly forbidden from mating with members of the opposite gender."

"I... I didn't know that."

"Oh yes. It's still prevalent today. These little... groups are called Agélai, or herds."

"Of the same sex?"

Cupcake nodded, "There was only certain estrus cycles where the males and females were allowed to mate, and then they used to have these contests to see who had the rights to do so. They still do. A mare would be eligible to mate with the strongest stallions, and the stallions would be granted to mate with a mare."

"I noticed you are using plural."

"Oh yes. There is not such thing as marriage in traditional pegasi culture. The whole premise of that is purely from unicorns, who justified their right to rule as some right by blood. It was more of a way to keep powerful unicorns in the ruler's seat."

"I know that." Twilight watched as Cupcake stopped and began to poke the vivid green moss on the railing. "Wait. They still have these contests even today?"

Suddenly Twilight remembered the Best Young Flyers Competition, and how afterwards Rainbow flew away with two of the Wonderbolt stallions. The implications of which made her face feel hot, but then again Rainbow did not look like she was in estrus. In fact, the cyan pegasus looked fine and in good form. Perhaps she just really wanted to hang out with her childhood heroes without having... 'fun', as Cupcake called it.

"Yes, then sometimes do. You have to understand that Cloudsdale pegasi are not the same as other pegasi. It's not nice to bundle them all into one package. I learned that the hard way, I'm afraid. Lost a very good friend because of it."

"Well, why don't you just apologize then?"

Cupcake laughed gently and sighed, "I wish I could, but it's too late for that."


"Because he's no longer on this world, Twlight. He died many, many years ago. It is because of him that I do what I do now."

"I'm sorry, Cupcake. I didn't know. Who was he?"

"His name was Squall. He came from the Procellárum family, one of the two ruling families of Cloudsdale."

"Wow! I mean, was he your... special somepony?"

Again, Cupcake laughed gently, "In a way, yes, but not in the way you think. He was my special somepony because he gave me direction in my life. The fact that I loved him was besides the point. I like to think he did have feelings for me."

"What do you mean?"

"He was the first pegasi that I found that needed me. He was also a very traditional Cloudsdale pegasi."

Twilight looked away from Cupcake, "Even the ruling families like the Procellárum are not immune from the Gerousia?"

"The families themselves are, but not individuals within the household. The pegasi abhor the weak. They would never allow a ruler to remain if he or she were weak. They stronger siblings are encourage to... oust them should they see a sign of weakness."

"That's terrible!"

"It's the way that society works. Do you know why the pegasi are the way they are?"

"I don't know what you mean?"

"I mean why the pegasi do what they do."

Twilight could only shake her head.

"The pegasi were conquerors. They essentially conquered lands and forced those that dwelt on it to serve them. Many earth ponies were... well... they were slaves. They were forced to work the fields to provide food for their winged masters because if they didn't they'd slaughter them. As long as there was food the pegasi would let the earth pony population live their lives without interference. In exchange the pegasi would offer protection."

"I do know about that. I learned about it for my Hearth's Warming Eve pageant."

"I bet you skipped over the parts where the pegasi would slaughter the earth ponies during times of drought when there was not enough food to go around."

That Twilight did not know.

"I thought as much. Most of the history from that time isn't readily available because nopony wants to remember those days. I don't blame them, it was a very dark time for all of us."

"What does this all have to do with the... you know... ah-geh-lie?"


"Yeah. That."

"Only the strongest mares and stallions got to breed. Agélais were formed so that pegasi groups could..." Cupcake hesitated. She didn't quite know how to phrase it. "Mate... without fear of pregnancy. Those who would go into estrus would be able to choose the fathers of their offspring from a specific selection of the strongest stallions."

Twilight eyes bulged from their sockets.

"Most of the time the mothers would be too young to be parents in our societies, but in pegasi they don't need to be. The foals are birthed in the same place and are separated from their mothers almost immediately. That is why no pegasi will ever know who their parent really was."

"That's... that's... but that's just wrong! What if... what if the mare and stallion are related and... and..." Twilight felt sick in her stomach. If they never knew, then the chances of something like that happening were...

"Nopony would ever know, Twilight. I don't think they'd ever know."

"After the foals are born, what then?"

"They are brought to the Gerousia by the Grex. There they inspect each foal. Those that do not fit their idea of a 'good pegasi' would be..."

"So these Agélai are... for breeding?"

Cupcake half nodded, "Sort of. I would say that it's more to do with relieving the urge to have foals without consent. Pegasi are very promiscuous, but birthing foals is forbidden. Foals birthed without permission are... thrown away."

Twilight could not believe it. How could the princesses allow this sort of thing to happen?

"I'm afraid that our conversation regarding this must stop here. It's not that I don't want to tell you any more, and honestly I don't, but it's because I don't really know any more. If you want more details you're going to have to ask a Cloudsdale native. And good luck with that. You'll need it."

"Just one more question, if you don't mind."

Cupcake sighed, but nodded.

"Squall... whatever happened to him?"


View Online

"Squall?" The white mare's ears perked up and a sad smile spread across her face. She looked off at some point in the distance, her eyes focusing on some point between now and the past. "Well, he... he passed away a long time ago I'm afraid."

"Oh. I'm sorry, I didn't know."

"Don't be silly. How could you have known, Twilight?"

"How did you meet him, if you don't mind me asking?"

"That's two questions, dear," the mare chuckled as Twilight winced. "That's okay. I haven't had a chance to talk about Squall for a long time. I think my kids are sick to death of hearing me go on about him, so I tend to avoid the subject altogether."

Twilight walked next to Cupcake slowly keeping in pace with the older mare.

"You know, I first met him not far from here... or actually you could say I found him. We were so young back then. I was actually on my way to visit Canterlot as a tourist, but I lost my bit purse so I couldn't fly on the airship and there's no way else up there unless you have your own or have wings... or knew a pegasi who could carry you. Being from a poor family from a dominantly earth pony town, I had none of those. The only pegasi I knew were the members of the local weather team and most of them were older than me, so we never really talked.

Since I came all the way here, I decided that if I couldn't go up to Cloudsdale, I'd do the next best thing and get as close to it as I could, so I went under the city and saw Cloudsdale from beneath its enormous cloud. I explored for a while. It was wet, it was cold and it was kinda fun. That's when I saw him. He was half submerged in the water. At first I thought the worst seeing him like that, but as I approached I saw that his chest was going up and down. He was still alive. Cold, weak with a very high fever and shivering all over, but alive.

"When I tried to wake him, he shrugged me off. He kept telling me how worthless he was, that he had no reason to live, that I should let him die. Of course, I did as any sensible filly would do and didn't listen. I pitched a tent, lit my magical-powered stove and kept him dry and warm as I nursed him back to health myself. For weeks I made sure that he had food, was sleeping well and most of all, had somepony he could talk to.

"He recovered eventually. When he was strong enough to stand I wanted to get him home, but he refused. When I asked why not, he avoided the subject like the plague. Kept telling me that I wouldn't understand. So I asked him why he just didn't fly back up there, but then he showed me his wings. Both were badly damaged, one so badly that it almost looked petrified. It was injured by lightning. It took me a long time to get him to admit that to me. Pegasi who injure themselves while on duty are respected; nowadays that mainly means weather duty, but one upon a time it was all about military might. Eventually I found out that Squall actually tried to get the Gerousia to change their ways. Not completely, Twilight, so don't get excited. He just wanted the selection process to be more lenient, to allow more foals to survive. It wasn't as if he wanted to abolish it completely."

"The Gerousia did not like that, I suspect."

"Well, I think that's why they purposely destroyed his wings. Squall never admitted it to me openly, but I could tell. It was punishment for suggesting they change their inequestrian laws even slightly."

"That would explain him claiming that he was useless when you found him. That he didn't deserve any help. He was no longer... a strong healthy pegasi, so he just wanted to..."

Cupcake nodded, "I know, Twilight, but because of that, I ended up here. After he recovered, I wanted to stick around for a little while why he got his things together. For the first week he would glare at me and brood all day. I couldn't take it, so I told him to go out there and do something useful. When he said that was impossible... I slapped him."

"You slapped him?"

"Oh yes. Hard. I can still feel it in my hoof."

"You slapped the fallen crown prince of the Cloudsdale Procellárum royal family?"

At that, Cupcake laughed. "You should have seen the look on his face. I bet you that he had never been slapped before in his entire life before that."

Knowing all about royalty, Twilight understood perfectly.

"After I was sure he was done feeling sorry for himself, I left. Went home. For several months I lived my life as before, never once thinking about Squall, but one day my friends wanted to go visit Cloudsdale. They wanted me to go with them as their tour guide, despite me telling them that I'd never actually gone to Cloudsdale proper, only under it. They said that's the closest any of them have ever come, and that made me the expert by default. So off we went.

"We all went straight to Cloudsdale. Took the airship up. I saw it. It was lovely. Beautiful. They gave us these necklaces that allowed us to walk on the clouds. It was as enjoyable as any city could be. Fun, full of stores, shopping, friendly ponies... perhaps a little too friendly," Cupcake winked making Twilight blush at the hidden meaning. "When it was time to go home, I kept having this nagging feeling in me, so I dropped my friends off at the train station. I told my friends that I needed to go check on something and that they should go on without me. They thought that it was because of a stallion I had met, and they were right in part. Just I hadn't met him in Cloudsdale. After seeing them off, I went back to where I had left Squall..."

Twilight watched as Cupcake wiped a tear from her eye.

"He was still there waiting for me. He built that house you stayed in. Carved it out of solid stone. He saw me and told me that he had built it for me. He had even tried to make furniture, the silly colt, but he didn't have the know-how. It was so sweet and silly, but what was worse was that he did it all for me and I just left him there all alone for so long. I felt so guilty that I did the only thing that seemed right. I stayed. Well, I first went back home, packed my things, then came here.

"For months we lived together, living our lives as if we were a couple. I started falling for him and he returned it happily, but he was just being a pegasus. He loved me, but the way pegasi love and what they do in the bedroom aren't... connected. To him it was like playing a game, but to me it meant so much more. I think he realized that towards the end and tried to make amends, but I was also a little bit older and wiser. He did not understand why sleeping with him made me feel so much closer, and that was my fault. I didn't understand pegasi and their open culture."

Twilight was shocked.

"Had my first two foals with him."

"Oh? Where are they now?"

"Starry lives in Manehatten, and Shooter resides in Dodge Junction. They come see me sometimes, but they have their own families to take care of now, and I've got way too many children to take care of. They understand. My kids from my second lover aren't as understanding."

"Wait! Wait, wait, wait. Are you telling me that you've given birth to a prospective heir to the Procellárum throne?"

Cupcake rubbed her head, "Well how about that. Never really thought about it that way, but yeah. I did."

"Are they pegasi?"

"Starry is. She's a beautiful white and indigo pegasi with golden eyes. When Starry was born, he kept trying to leave her outside to fend for herself. I told him that he was crazy, he said that I was weak for mollycoddling her, not letting her fend for herself. What he probably forgot was that in Cloudsdale the foals are safe because they are high above anything that can seriously harm them. Down here, well, I don't have to tell you the sort of nasty creatures you can find.

"It wasn't long after that when I started to really understand the pegasi mentality. They really feel no love for their offspring. And I know for a fact that it's not genetic. You've seen how close Derpy and Dinky are? I've got forty other granddaughters and daughters just like them. Even pegasi with pegasi offspring. It's a learned behavior and it has to be stopped-" Cupcake looked over to Twilight, "You've got me talking about that again."

Twilight shrugged, "I didn't make you. You just started on your own."

"You're a very clever girl, Twilight. I respect that."

"Have you ever met with anypony from the other Royal family?"

"No. Not really. The head of that household is worse that the Procellárum's head. He's terrible."

"What do you mean?"

"You see, when I discovered what was going on in Cloudsdale, I tried to confront them. When I discovered that Cloudsdale had their own laws and rules, it stunned me. I had no idea. Then when I tried to get some answers, they told me that I couldn't speak in the Apella... that's their special court they have up there for law changing and stuff like that. They said that I had to be a pegasi in order to speak. I tried to get Squall to speak for me, but he refused."

"I don't blame him. After they crippled his wings, I don't think he'd want to see them."

"That's the thing. He didn't think the Gerousia did anything wrong. Anyway, the Ephors at that time wouldn't even humor me-"

Twilight tilted her head to the side, "Ephors? Who or what are they?"

"They are the highest ranked members of the Gerousia. They are elected from the Gerousia and get the run of things. They have power like the two Royal families."

"I'm so confused right now. The Gerousia have senior members?"

"Yes. They oversee the going-ons of the city. They are different from the Cloudsdale families because unlike the Royal family, when an Ephor swears into his position, he does so with the words: Et Nebulam Urbem et vitam defendere. To protect the cloud city and life. It encompasses customs as well as military. The royal families swear to themselves, not to the city. Luckily for us the princess, sorry, princesses make sure that the pegasi don't go beyond their little city with their little army."

"I just still can't believe it. It's doesn't seem real."

"The main issue is that there's nopony who is willing to take this entire nonsense to the Gerousia. First off, it needs to be a pegasi. Secondly, he or she needs complex understanding of Cloudsdale law and must speak Equitatus. That and the populace of the city needs to vote in the Apella for the subject to be brought before the Gerousia and it must be acknowledged by three of the five Ephors."

"Wow. That... that does seem rather impossible. Why can't the princesses do it?"

"Something to do with ancient treaties and laws. I'm not fully sure, but I think the princesses can't interfere with their society and laws. The Canterlot Royal Decrees do not carry weight in the Cloudsdale courts. You're going to have somepony else for more info about that."

"It really seems hopeless."

Cupcake stopped in her tracks and seemed to be struggling to say something. "Well, there is one other way."

"What's that?"

"If the speaker can speak Equitatus, is a pegasus and, and this is the important part, is a member of either royal houses in Cloudsdale, then they don't have to get a vote in the Apella. They can automatically talk straight to the Gerousia. There they can ask for a vote in the council for the pegasi. A majority vote would overrule the decision the Gerousia make. I think. It's been a long while since I've read up on Cloudsdale court system."

"Well... why not your daughter?"

"Starry? I don't think she'd count because she's not from Cloudsdale. Her father was, but not her. She'd need to get voted by the Apella, and the chances of that happening are next to impossible."

"What about the other Royal family members?"

Cupcake continued walking again. "There are a few who have left Cloudsdale, but they would never take this on."

"Why not?"

"Those family members would have left because of some misdemeanor. Maybe they stole money from the city, or embarrassed the heads of their households. Some small ridiculous reason to sent them away. But... there is one..."

Twilight's ears perked up and she trotted to walk by Cupcake's side, "Really? Who? Where?"

"I don't know where. I just know that somepony from the Iridum house left years ago," Cupcake replied.

"Well, that's our best shot! Where can I find this pony?"

"Not a clue. You're best asking another Cloudsdale pegasi. I'm going to have to end this conversation here. I don't want the younger ones to know all this yet. They will learn eventually."

"You never did tell me how Squall... passed on."

"Protecting me. They came for me one night, just to harass me, but Squall didn't care. It was a terrible accident because the colts who attacked us didn't know that Squall's wings were damaged. They brought him up and dropped him..."

"I'm sorry, Cupcake. I'm so sorry, I shouldn't have asked that."

"It's okay, Twilight. There's no use hiding it, and as painful it is to remember, I am happy that I got to talk about him. Anything else you need to know before we go in?"

Twilight shook her head, and the two of them walked into the kitchen to the shouts and sounds of the children.

"Thank you for walking me back to the train station, Derpy, but you really didn't need to."

"I know. Did you have fun?"

Twilight didn't quite know how to answer that.

"I meant meeting my Ma, my sisters and brothers..."

"Of course! Of course, Derpy. It was so amazing. You have such an amazing mother," Twilight replied hugging her friend in a silent apology for misunderstanding.

"I know. That's who I want to be like the most. Like Mama Cupcake." Derpy fidgeted for a moment, "Do you really have to go back? Why don't you stay a while longer?"

"Sorry, Derpy, but I've got to finish the census, and it's due tomorrow. There's no way I can be done by then if I don't leave right now."

"Why not ask Princess Celestia for an extension then?" Spike suggested.

Twilight had thought about it, but decided that she would need to work on the census and then sent the pegasi information to her mentor when she got a chance to get them to open up.

"I need to find the daughter of the Iridum family house, Derpy."

Derpy nodded, "Okay."

"You work in the mail service. Do you know anypony from the Iridum house?"

"Of course I do, Twilight."

"No, I didn't think you wou- wait, what?"

"I said, 'of course I do, Twilight.' I know her very well," Derpy giggled.

"How well?"

"Very, very well."

"Can you introduce me to her?" Twilight asked, hope flooding her veins.

"That would be kinda weird, but if you want I could. She is your friend too, you know." Derpy turned back and looked down the path back to her mother's place. "I better get back. Dinky might be worried."

"Derpy, wait! Who do you mean?"

Either the gray mare didn't hear her, or the loud whistle from the train announcing its imminent departure drowned out her voice. Spike and Twilight rushed through the crowds and literally boarded the train just in the nick of time.

A Brief Guide to Cloudsdale, the brochure read.

Opening it, Twilight quickly devoured everything she could about the pegasi. Anything that would help her track down the Iridum family member. If Derpy knew who she was then she had to be near Ponyville, which was convenient. As she read she came across something especially interesting. A note about the two Royal families.

The Procellárum family got its power and fame from producing the first storm cloud generator during the Second Renaissance... she skipped ahead, ... one of the most discerning features of the Procellárum family are their larger wingspan. The average length of a pegasi wing is...

Flipping the brochure's page, she came across the next family. The Iridum family is famous for producing rainbows that it uses to magically enhance the purity of the water... the most discerning feature of the Iridum family is their unique manes and tails. While the average pony might have two or three constant hues, the Iridum has no less than four, and sometimes more, hence the origin of their namesake. Iridum is Equitatus for rainbow.

Twilight slowly put the brochure down and stared at the mug of tea in front of her.

There was only one pegasus in Ponyville with a multicolored mane.


View Online

"So, how is that census coming along, dear?" Rarity asked.

She was walking back with a very flustered Twilight and an overly happy Spike (who was floating in the air behind the white unicorn) back towards the library. She had seen Twilight disembarking the train on her way back from dropping off some things at Fluttershy's. On the way they ran into Applejack, who was on her way home after being relieved at their family's stand in the town market by Big Mac.

"You mean except that no pegasus in Ponyville except Derpy has talked to me? Fine." Twilight did not mean to be so cold, but she was extremely annoyed, especially over what she had just discovered.

"Now, now, I may not be sure what's gotten into them, but they must have a good reason," Applejack put in.

"There's something I want to share with you, but I don't know how. I mean, I'm not really sure how I'm going to handle this." Twilight bit her lip as she thought hard about how to tell her friends what she knew. "It's... about Rainbow..."

"What about her?" Rarity asked.

Twilight stopped. Her friends walked on a few more steps before turning back to see what was wrong.

"Twilight?" Applejack looked at her friend. She seemed to be talking to herself.

"Girls, Rainbow's a..."

"A what, darling?"

"She's a..."


Twilight sighed, then in a very soft whisper said, "She's a princess."

The two girls blinked not sure if they heard her right.

"A what?" Rarity asked trying to make sure that she heard correctly.

"She's a princess. From Cloudsdale. She's from one of the two Royal Houses and-"

"Now just hold on one minute," Applejack shouted cutting Twilight off. "You're tellin' me that Rainbow Dash, our very own Rainbow Dash, is a real, swear-to-Celestia princess? From Cloudsdale? Does Cloudsdale have their own princesses? That doesn't really make sense now, does it?"

"Why, I had no idea. She doesn't act like one at all. Are you sure?" Rarity just could not wrap her head around the concept.

Twilight nodded. "I think you need to hear it all from the start..."

Despite offering their help, Twilight didn't accept it. This was something she felt she needed to get to the bottom of, and convinced both Applejack and Rarity not to inform Rainbow or Fluttershy about what she had learned. She had also made them promise not to tell anypony else. Not yet anyway.

A knock on her door made her look up from the book she was reading. It was a history of pegasi, but unlike the other books she read, this one was to do with recent history. It was strange that the book was so easy to find. All the information about the pegasi of Cloudsdale was there clearly written and documented. She thought back on what Cupcake had said about not everypony wanting to know what really goes on in the cloud city, and she realized that many ponies just assumed that the books they read about pegasi culture were ancient history. Considering how things are today, it was hard to imagine that such things continued.

"Oh hello, Rainbow," Spike said, his voice coming from downstairs.

She heard her hooves on her wooden floor as she walked into the library. "Hi, Spike. Where's Twilight? She said she needed to talk to me about something really important."

"She's upstairs in her room."

Twilight waited for the cyan pegasus to appear and when she did, Twilight gestured for her friend to come sit next to her on the sofa. Rainbow landed in front of her and took her place.

"Applejack said you had to see me. Said it was important."

Twilight had thought long and hard about how to bring the subject up, but she could not think of any other way except the Rainbow Dash way. Straight, blunt and to the point.

"Why didn't you tell me you were a princess?"

Rainbow blinked at Twilight. Then she sat down heavily on the floor. "You found out?"

"I found out from Derpy's mom."

"You met Cupcake?"

"You know her?"

Rainbow shook her head. "Yeah... kinda... Fluttershy used to stay with her after... she fell..."

"You mean after she was thrown away."

Rainbow felt beads of sweat form on her head. "W-w-well... she wasn't thrown away. She, um, she fell down and, because of her weak wings, she couldn't fly..."

"I remember your cutie mark story, Dash. You were in a race and she fell down after you zoomed past her."

"Yeah... well, um... she kinda couldn't fly back up to Cloudsdale after that. So she stayed with Cupcake for a bit."

"A bit?" Twilight raised her eyebrow.

"Well, she stayed with her for years."

"That's a little longer than 'a bit.'"

"I know, okay? She stayed with Cupcake until she was big enough to take care of herself. Then she moved here, to Ponyville. She couldn't fly back up to Cloudsdale, so what else was she supposed to do? By the time she got strong enough to, she didn't want to anymore. She never liked it there."

"Why didn't you tell me you were a princess, Rainbow?"

"I'm not."

"But you're-"

"I know, I know! I'm from Iridum Familiam, but I'm not a princess. Never was. Only the first born of the Royal House gets to be called princess or whatever." Her entire demeanor deflated. Rainbow looked so tired suddenly. "My brother is the first born."

Seeing Rainbow like that calmed Twilight's anger. She put a hoof on her friend's shoulder and smiled gently. "Tell me everything. From the beginning."

"First you tell me. How much do you know?"

"... and that's why I asked Applejack and Rarity to tell you that I needed to see you as soon as possible."

"Wow. Derpy really got her mom to tell you all that?" Rainbow nodded. She couldn't help but feel impressed. She picked up the mug of tea from in front of her and took a sip after holding it in her hooves for a moment. Spike had brought it during Twilight's recollection of her visit to Cloudsdale's underside.

"Well, you know how I can get..." Twilight admitted.

That made Rainbow chuckle. "Yeah. You can get pretty pushy when you need to know somethin'."

"Hey!" Twilight nudged her friend. The both shared a laugh. "So, what actually happened to you?"

Rainbow put the cup of tea down. Twilight could see her debating with herself and couldn't help wonder what was going on through her mind.

"I left." Rainbow shrugged,

"You... left?"

"Uh-huh. Left. Moved out. Went away. Departed. Escaped."

"Do you mind if I ask why?"

"I... I got smart... er. Smarter. Like I said, when Fluttershy fell down I tried to get her to come back, but nopony would help me. At first I was like 'what?' because it felt like the right thing to do. Only we're taught to help each other out if it suits our own needs. So none of my so-called 'friends' wanted anything to do with Fluttershy because she isn't the greatest flyer. Then I asked the adults to help. You know what they said to me?"


"Exactly! They refused to help! So Fluttershy was stuck down there, a-a-a-a-and I didn't know what to do! I wasn't strong enough. And I am so happy. Happy because if I actually got her up there I wouldn't have met Cupcake or learned what family was all about. Yeah, I know that sounds lame, but before that... I didn't know what family really was."

Twilight furrowed her brow. "I think you've lost me."

"Look, Fluttershy ended up with Cupcake because she needed a place to stay. Somepony told Shy that some crazy ol' coot was living under Cloudsdale and was helping pegasi out, so she went there. When she knocked on the door I... I kinda hid, but Fluttershy, she can sometimes be braver than me cause she waited till Cupcake opened the door. She stayed. I visited whenever I could. Dunno why, but it wasn't long before I started noticing things."

"Like what?"

Rainbow scratched her mane with her hoof. "Well, like how Fluttershy's name was no longer being called during roll call in flight school, or how nopony seemed to care she was gone... and I kinda hate to admit it, but I started not caring too. I mean, I stopped going down to visit Fluttershy as often. It just... I can't explain it except that she just wasn't worth my time."

"You felt like that?"

"Yeah! But deep inside I was worried about her too, y'know. Like, what if something bad happened to her and I just... just... left her all alone and..." Rainbow started to choke. "Am I a bad friend?"

"No, Dashie, no! Of course not. You're not a bad friend. You're my best friend, and I know that you never meant to hurt anypony. I know that, Rainbow."

"After a while I... I felt so awful leaving her there. Then I-I told my dad and... h-he said that weaklings like her didn't deserve somepony like me being her friend and that by helping her and being with her also made me weak. So... I stopped visiting, Twilight. I stopped coming down to see my oldest and best friend. She had nopony, Twilight... nopony, except me and I left her..."

Twilight hugged Rainbow and patted her back. "Sh... it's okay, Rainbow. She had Cupcake and Fluttershy loves you. I love you. We all love you. You're the best friend a pony can have."

"Am I really? How can you say that after hearing this?"

"Because, like I said, I know you. You'd never leave a pony hanging, right? You went back."

Rainbow smiled through her tears. "I did, didn't I? I went back. I met Fluttershy just before she left Cupcake's and she was so happy. I couldn't understand why. I thought she'd be miserable and beg to come back to Cloudsdale, but she was so happy. I asked her why and you know what she said?"

Twilight shrugged.

"She had a family. A real family. One that was there for her, loved her and just... it was so warm in that house, with everypony. It was so different, so... I dunno... so good. After staying for a while, I didn't want to go back."

Using her magic, Twilight hovered a box of tissues to them hoofing one to Rainbow, who promptly blew her nose into it.

"But... but I wasn't allowed that. No, not me. Not because I'm the princess, no. That wasn't it. You know why I don't like talking about my family, Twilight? It's because my family is a bunch of... hippos."


"You know, they say one thing and do something else..."

"Oh! Hypocrites."

"Yeah, that. I was in the royal house, and they were allowed to keep their children and bring them up themselves, never having to obey the Gerousia. I was brought up by my nannies, so was my brother, but we were brought up at home. That's the difference. We weren't sent to some agélai to live with other pegasi. I was never one of those ponies who never knew who their moms or dads were. I always wondered what was wrong with that. Why my dad didn't let me bring friends over."

"Wait, Rainbow. You're telling me that your dad brought you up at home even though that's against the law?" Twilight asked.

Rainbow nodded slowly and blew her nose into a tissue. "The laws of the Gerousia don't apply to the royal houses."

"That's kinda unfair," Twilight remarked.

"Tell me about it."

"What happened to your mom?"

"My dad mated with some mare, who had me, then she just left. That's what Cloudsdale pegasi do. Once I was out of her womb, she wanted nothing to do with me. I don't even know who she is, and every time I asked dad about it he'd shout at me and tell me that my mother wasn't around because she's not important. But you can't have a family like that, and I think that somewhere deep inside, he knew it. I knew it too. Something was wrong. Something is wrong. So, after I graduated from Cloudsdale's flight school, I joined the advanced classes with weather and requested to be transferred away. Of course it was denied, so I just told my dad... goodbye, and I left."

"You came to Ponyville?" Twilight asked.

"Y-yeah. Fluttershy had a home here, so I stayed with her for a bit. Then I got a job on my own with the weather team and... well, here I am. I've never been happier... well, except for winning that Young Flyers Competition."

The sudden confession of Rainbow's own past opened Twilight's eyes. A part of her understood why the Element of Loyalty had chosen her. Even after her upbringing in Cloudsdale, even after being told repeatedly that going back for somepony that was incapable of helping themselves was wrong, Rainbow still went with her instinct and chose to stick with her allegiances instead of abandoning them.

"That reminds me; why the Wonderbolts thing?" Twilight asked, trying to puzzle that in. It seemed out of place to her after hearing the rest.

Rainbow grinned and sniffled away the last of her tears. "Because I wanna show 'em. I wanna tell all the ponies in Cloudsdale that they're wrong and that it's wrong to bring up foals the way they do. If I ever have any, they're going to be loved and cherished like how ponies are meant to be. And if that makes us imperfect, so be it. Perfect is boring anyway."

"So, why can't you tell them now?"

"I could. Only they wouldn't listen to me. Now, if I was a Wonderbolt, somepony who represents the best of the best in Cloudsdale, well then they'd have to listen to me, right?" Rainbow pulled herself out of Twilight's comforting embrace. "I need to be the pony that changes it. I still love Cloudsdale. It's my city, it's where I was born, but it's not the place I like. It can be, I know that. I'm not stupid. But it's gonna need a lot of work."

"So? What now?" Twilight asked.

Rainbow stretched her body out and flashed her trademark smile. "Train. Be better than the best. Become a Wonderbolt. Shake the Gerousia around. Tell the pegasi about family. I mean really tell them."

"So all this time you've been trying for the Wonderbolts for Cloudsdale?" Twilight asked, a little more than skeptical.

"Well, not exactly. I've always wanted to be a Wonderbolt since the day I saw them as a filly, but I know that once I become one I can make them change. With that uniform on and being the best of the best, they'll listen to me. They'll have to."

"That might take a long time, Rainbow."

"Well, you got a better idea?"

Now it was Twilight's turn to flash her trademark smile. "How's your Equitatus?"


View Online

"And?" Twilight asked staring up at her mentor.

Princess Celestia could not help but smile at her. "And that's it, Twilight. I cannot force the pegasi of Cloudsdale to change their laws without having their own courts alter their own laws to allow me to do so. It was part of an ancient treaty that both Luna and I are bound to. Part of the agreement was that we cannot interfere with the lives of mortals directly without expressed permission of all the councils. At first only the earth ponies and their oracles gave us the right to govern them. The unicorns and their magi took many decades before allowing us to govern them as well. The pegasi and their Gerousia have never forgiven us for the little we did to change their ways. We must abide by their laws insomuch as they must abide by ours otherwise the consequences could be extremely dire."

"But... you're the ruler of our kingdom!"

"I know, Twilight, but that's the way it has been since the unification of our kind." Princess Celestia sighed and lowered her head. "I had hoped that after all this time the pegasi would give up their abhorrent ways, but it seems that I have been mistaken."

"You mean you didn't know?"

"I am not omnipotent, Twilight. Even I have limits to what I can and cannot do, otherwise do you think that I would ask you do put your life and those of your friends in danger if I were? I may be strong with magic and can do a great many things, but there are limits to my power. I knew that this used to happen, but I cannot see under every cloud. It pains me to know that this has not ceased in this day and age, but as I cannot cure every sick pony in a hospital, I cannot know the plight of every foal that is cast from Cloudsdale. I am so overjoyed that this Cupcake has taken it upon herself to care for the plight of these foals and I will do what I can. Now that I know I can do something so long as it does not go against the law."

"What do you mean?"

"I can finance this operation. Ensure that Cupcake gets a stipend to help support her family."

"But that doesn't address the root of the problem, Your Highness."

Celestia flinched a little at that. Twilight only used her honorific if she was angry at her mentor.

"I know. Really, I do. However, I cannot go against the law even if I believed it to be right. It's not my place to decide. The freedom to choose is something that I cannot and must not interfere with." Princess Celestia turned away from her student. "Is it not unfair that the actions of one can influence so many? With that in mind would it be right for me to wield such absolute power as well? Yes, I could force the pegasi to obey me. I have enough strength alone to take Cloudsdale by force if I wanted to!" and as if to emphasize the point she stood up and her horn glowed fiercely. For a moment it felt like the entire throne room was bathed in a bright, white flame, but the moment past by almost as quickly and Twilight stood there stunned at the display of such power. "One battalion of my Royal Guard could take Cloudsdale without any trouble, but would that be right?"

Twilight understood. Those with power sometimes had to be answerable somehow. It was only through her kindness and love that she resisted. The same kindness and love a mother would have for her children.

"Sometimes I feel that I am powerless, and I can't decide whether that's a good thing or not."

Luna placed a hoof on her sister's shoulder. Celestia smiled at her.

"The burden thou hast forced us recall comes from before the reformation of our kingdom, a time when our history was written with the blood and tears of those that were unfortunate enough to live through it. Our gift of long life is also our curse for we have seen much and have learned unforgettable lessons through many hardships.

"It was the battle against Discord that had forced our hooves. Him and his minions hath threatened to ruin our world beyond repair. We did not possess the strength, experience nor the wisdom we possess now, and even then the harbinger of chaos was more powerful than when thou hast faced him last."

"He was unstoppable," Celestia whispered staring up at the ceiling.

"True. We had little choice but to form an alliance and had little choice but to accept the conditions returned to us as dictated in the treaties. Despite our noblest efforts we could only do so much. Time was not on our side, had it have been then perhaps the fate of many would have changed, including your own, Twilight Sparkle. Perhaps Canterlot would have been a city in the clouds instead of here on this mountainside."

"So... that was how the treaty was signed? Out of desperation?"

"We would like to say it was more to do with necessity rather than desperation that made us agree. Without that treaty we might have lost the war, and it is because of said treat that we never had any say of what could and could not be done in Cloudsdale. Although I do agree that desperate times hath demanded desperate measures, ergo it was necessary for us to agree with the conditions of those in power at that period. The unity of our kind did not come as easily as history makes it sound. Before the truce there was much bloodshed and bitterness between the races, mostly towards the pegasi for their cruel methods and maintaining control of the local populace."

"I know. I've heard."

"You may have heard, but we hath seen the massacres with our very eyes. The way they made sport of those that lived under them all because they claimed to be superior because of their position in the clouds. That they were above those that dwelt on the ground." Luna closed her eyes and shook her head. "Earth ponies are stronger, hardier and are able to work the lands better, without them the pegasi could not survive. Yet the Cloudsdale pegasi were not content with just control, they were also jealous. Earth ponies are stronger and possess stamina that is enviable even to us alicorns. Despite these traits, however, the earth ponies were gentle. Always preferring peace over open conflict. But every creature, no matter how patient, has a breaking point. So how does a small population of ponies control a bigger one so that any hint of revolt is quashed even before the seed even get planted?"

"Sister, I don't think Twilight needs to know that-"

"Tia, please. If Twilight is going to help change the very foundations of Cloudsdale then she will need to know what kind of ponies they are. Twilight, you may know of how the government works, their method of legislation, how to speak their official tongue, but you know nothing of what makes the Cloudsdale pegasi do what they do. Why they prune the weak as foals and why their entire society is built on the principal that their city is all that matters, that it is more important than their lives. They are trained as fighters almost as soon as they are able to walk. Trained to fly hard, to compete, to do what is necessary to benefit the city. Even if it meant culling those they deemed dangerous."

"C-culling?" Twilight gulped.

"That was one thing that my sister and I demanded to cease," Celestia cut in. "You have to understand, Twilight, this was a very long time ago and-"

"And the mentality exists to this day, sister. Just because they do not actively seek out and exterminate those beneath them today does not mean that their way of thinking has changed. Cloudsdale pegasi think they are superior to all others. Those that divert from this school of thought are exiled, the ones that demand change are more likely maimed, or killed."

Twilight immediately thought of Squall and his destroyed wings.

"The closed, inbred community is the main disease that plagues that great city. Only those that leave can see their ignorance and allow themselves to learn what family truly means. That is the reason why we have always failed when we have tried appealing to the Apella. The pegasi believe that they are right. It is this misguided misconception that must be abolished."

"But... h-how could they do that? All those innocent lives..." Twilight tried to wrap her head around this new information. She just could not. Pegasi killing others off to maintain control? "Who would do such a thing?"

"Crypteia." Celestia said the word as if it were the foulest one in her vocabulary.

Luna's demeanor also soured at the mere mention of that name.

"W-what's the Crypteia?" Twilight asked.

"The name of a highly selective and prestigious group within the ancient pegasi military. Their job was to find and dispose of potential threats to their beloved city by slaying those deemed dangerous to Cloudsdale and its assets. Only the best and most prestigious of pegasi qualified to join their ranks. The best, fastest, strongest fliers. Sound familiar?" Luna let the weight of it sink in.

"N-no. Y-you can't mean..."

"Yes, but of course they no longer purge the populace below them. That would give us an ample excuse to take Cloudsdale with the full force of the Royal Guard. Even the Ephors are not as empty headed as to tempt fate by challenging us in such a manner." Luna sighed and closed her eyes. She disliked remembering things like this.

"I can't believe that the origin of the Wonderbolts was so... dark!" Twilight was glad that she had asked Rainbow to stay outside while she talked with the princesses first. A part of her did wonder how she would have taken to this new information, but she had other things on her mind.

Celestia nodded at Twilight's comment. "Oh yes, it was most certainly atrocious. The battle against Discord might've been very different if it hadn't been for the pegasi, and also for the Crypteia. Cloudsdale was by far the most effective fighting force out there, holding off Discord's minions with so few in number while we battled Discord himself. If it had not been for the militaristic nature upbringing of the pegasi then we don't know how things would've turned out. Without them everything would've changed. It is because of them we have this utopian society today."

"Thou should have heard my words sister."

"I know, Lulu. I know."

"Allowing them to govern themselves is one of many things I regret to this day."

Twilight stared at her mentor. "I know a way! A way we can change everything."

At that the two princesses exchanged looks, but it was Luna who spoke. "How?"

"We get one of the royal family to speak directly to the Gerousia, and convince the Ephors to change the law."

"That is a dream we hath disowned many moons ago, Twilight. If what you speak is truth, then you would have accomplished what my sister and I have failed to do so our entire lifetimes," Luna replied. "Tell us how have you managed to convince one of those stubborn royal family members to stand up against their own household?"

At that Twilight turned around and shouted as loud as she could. "Rainbow, can you come here please?"

The two princesses stood there a moment wondering what Twilight meant, but as Rainbow walked inside the two instantly understood. How had they missed it before?

"The youngest daughter of the Iridum Household! How is it we missed that, Tia?"

"We were never looking, Lulu. We had given up so long ago. We stopped believing that there was another way."

"She really is the Element of Magic," Luna whispered as she looked at Twilight.

In that moment the two sisters understood that great things were in store for the lavender unicorn.

Setting the Stage

View Online

"Twilight, how're we gonna understand them if we can't speak that fancy language they use?" Applejack asked in a loud whisper trying to be heard over the sounds of hundred of other ponies 'quietly' conversing with one another.

After Twilight had decided to go public with her discovery, there was a huge movement from all parts of Equestria. Ponies from the far reaches of the kingdom had voiced their outrage that something like this still existed in the current age. Many had first tried to put the blame on the princesses, but the Elements of Harmony as well as a hungry press managed to change that opinion quite successfully. The truth was all the needed to tell.

The Gerousia felt it. After the press had attacked them, most had chosen to remain silent. Even the Cloud Chronicle, Cloudsdale's own newspaper, was silent. Those that did not were quickly destroyed in the public's image. It was both amazing and horrific about how much a role the press played in getting the Gerousia to clam up. Their rhetoric fell on deaf ears and their ancient ways were ridiculed almost everywhere. Pegasi who were afraid to speak out before were now jumping on the bandwagon and whistle blowing each and every change they got.

But that was not the most shocking turn of events. The most prominent one was when a certain celebrity came out one day and refused to take part in any of Cloudsdale's events unless the law was changed. It was because of that one pony that it finally forced the Gerousia to do the one thing they did not want. To preside over public elections and allow it to be a public spectacle. Something they had obviously wanted to avoid.

The mare in question floated in and found a place next to Twilight.

"Spitfire, glad you could join us!" Rarity stated offering a hoof.

The pegasus nodded. "Wouldn't miss this for the world. It's about time somepony chose to act. I just wished I had the nerve."

"It's okay-"

"No. No it's not. Don't ever say it was," Spitfire replied firmly, but gently. "I had the chance to, but I didn't. I'm no hero, nor do I deserve any praise. I could've helped, but I was so worried about my own career that I chose to ignore it to the point where I had almost completely forgotten. So, don't ever say it's okay. Not to me, at least. I don't deserve that."

The girls looked at each other. They all understood what she meant, but Pinkie couldn't help but feel that the Wonderbolt was being a little too hard on herself.

"Spitfire, it wouldn't have mattered for you because you're not a member of one of the royal families... wait, are you?"

The mare opened her mouth to reply but was interrupted.

"Okay, girls, it's about to start." Applejack looked at Twilight. "How're we gonna understand anythin' they say? I don't speak... um..."

"Equitatus. Don't worry, I've figured out a way to help us understand what's going on. As long as your head is inside the bubble you will hear the words be translated for you." Twilight closed her eyes and concentrated before a very light, faint balloon of energy surrounded her and a bunch of others.

"Nifty. How do we know it works?"

"We're about to find out," Twilight replied to her friend.

"Please all rise in respect for the Gerousia, the Ephors and His Majesties the Lords of the House of Procellárum and Iridum!" A pony in a red cloak and some trimmings shouted.

Not a soul in the visitor's area stood up. None of them wanted to show any respect for this court, and a few ponies in the far back started to boo and throw things.

"Cease that! This is a place of law, not some common bar!" the herald shouted.

"This entire city and its government are worse than hooligans in a common bar!" a voice shouted back. "You guys are barbaric and primitive!"

"Take him out of here at once!" the herald demanded.

Two armed pegasi quickly moved towards the troublemaker. There was a little bit of a scuffle before one of the two pegasi guards took out a baton and slugged the pony across the face with it. That did not sit well with the other ponies, especially his friends, who reacted by attacking. Despite outnumbering them, the two pegasi managed to fend them off for quite a bit before they were forced to call in more reinforcements.

"Take them away!" A voice thundered across the hall. "Deport them. We do not welcome their kind here."

The voice came from a tall, dark blue pegasus. His mane was unmistakable. The Head of the House of Iridum, one of the two stallions that ruled Cloudsdale and father of her best friend. There he was, and he looked every part of a king. That regal nature, that aura of power. It was almost like Princess Celestia's, but different. Where Celestia ruled with peace and kindness, this stallion ruled with the blind obedience to traditions that had allowed a shameless tradition exist for so long. He was the one that allowed countless foals to be sent to their deaths.

"We seem to have a lot of guests. It is an honor to see the Elements of Harmony," the head of the house of Procellárum stated. He glanced over to Twilight. "Shame that she is a unicorn, but I suppose it would be rather strange for a pegasus to be the Element of Magic, would it not?"

Twilight kept her mouth shut, despite wanting to let them know how she really felt. She was not allowed to speak. If she did, she would get thrown out and she knew that without her and her friends, Rainbow might lose confidence.

The two kings were laughing as they took their place at the bottom of a large semi-circular room. It looked somewhat like a theater rather than a courtroom and it had several balconies along the sides.

The gavel came down.

"I call this court into session. Please proceed, herald. Let us get all this over and done with.

The events began. It was quick, efficient, and swift. There was hardly any debate, and a number of points had been breezed over in quick succession. It was boring, but Twilight knew they were waiting. Waiting for them to get fed up and leave. Twilight knew that they would try this. She had read enough law books. But they would open the floor soon, and when that time came, Rainbow would appear. Until then she would just have to sit and wait. Wait until the appropriate moment.

"Does anyone else wish to speak to the Gerousia before we close this session?" The herald asked.

There was a large number of hooves raised up from the side where Twilight and her friends sat on, but of course they were all ignored. They did not have a say here. None of them did.

Save one.

"I do!" the voice yelled. At once all eyes turned to see a cyan colored mare floating down to the center of the speaker's podium. She stood there and narrowed her eyes at the the Gerousia, the Ephors, but more specifically her father. "I wish to speak!"

Rainbow's father stood up. "You do not get to speak in this sacred hall, traitor!"

The mare took a step back, turned and saw Twilight and the rest of her friends sitting there. They were there for her, this was her moment to shine.

"I have all the right to be here and the right to voice my dislike for this... um..." Rainbow blushed. She hated Equitatus for the simple reason that it was too difficult to learn properly. She stopped really using it after she got old enough to fly. "Meaningless law! Who do you judge a book by its cover!"

Twilight shuddered at that. Not exactly the right phrase, but it did get the message across.

"It is our way. Our way has ensured the survival of the strongest of our race. We are not about to sit down and let thousands of years of tradition come to a grinding halt simply because of same earth pony mare underneath our city feels that every foal is worth saving!" The angry voice of an Ephor echoed through the court. "You ponies have your own fetal fatalities to worry about. You try to save them, but you can't, can you? You spend thousands upon thousands of bits trying to save new lives of weak and useless foals, and for what?"

"So they might life!" Rainbow shouted. "So that it may get happiness!"

"Your Equitatus is juvenile! My three year old daughter can speak it better than you!" another, grouchy looking Gerousia said as he took a hoofful of hay and shoved it into his mouth before starting to chew slowly. "You bring shame to your household."

"She is no longer part of my household, Nimbus. You would be wise to remember your place," came a cold, hard voice from the Iridum king. He looked at Rainbow. "You have no right to speak here any more. You have been evicted from my household."

"I have right. The blood in my body is the Rainbows. I still have a right to say what I..." Rainbow faltered, now knowing the words. Still, she knew how important tradition was to these old farts. She closed her eyes and thought about what Twilight had taught her to memorize. "I can speak here."

"Only members of the royal bloodline can speak here," another Gerousia said. "You are no longer that."

"Am. Will speak. Will say." Rainbow turned around and saw her friends. They were all there, believing in her. So many ponies were relying on her. She closed her eyes and took a deep breath. Then she opened them and stared at her father directly. "I am the daughter of the House of Iridum, first born and crown princess to the the throne of my fathers and mothers. I claim my blood right to speak in this place, before the Senate and the Hall, as my ancestors had done in years past."

"C-c-crown princess?" Rarity asked. She couldn't believe her ears. "S-she's the crown princess? Why didn't you girls tell me?"

"I... I didn't know," Twilight replied honestly. "She never told me she was."

"You have no claim!" another Gerousia replied in Equestrian.

"Herald?" the Procellárum king shouted.

The herald bowed his head low. "I'm afraid, according to our laws, she has the right. Her blood allows her all the privileges of your line here. Even as king or the court cannot prevent her from speaking. It is her right."

"Then so be it. Let her speak," the Iridum king stated. "Let us bring an end to this... nonsense."

The Crown Princess

View Online

The hall exploded into conversation once the Gerousia were gone, going into an antechamber to discuss what they had just heard. Not a single pony there could believe what they had just heard, Rainbow standing in the middle of the hall with the calm and grace befitting one of royal stature. She might have been hot-headed, fast talking, somewhat gruff mare, but right now she commanded the respect and admiration of all that looked upon her. Twilight have given her the words, but Rainbow put her soul into them. It wasn't so much what she said that had struck a chord, but how.

The herald, who was sitting alone at the far end was sweating profusely. Granted, he did not have be clever to understand the significance of what he had allowed Rainbow to do; to speak as was provisioned by ancient law, a law that he was to uphold no matter what. He swallowed hard. Even he could not deny that the Iridum princess' words had pierced his heart and he felt ashamed of supporting the Gerousia, something that he thought impossible. But he had no choice. His authority did not extended to be able to speak or answer to the kings or the senators directly, but he had still had the obligation to ensure that the rule of law was maintained at all times. If Cloudsdale kept their ancient traditions alive, then so much this one must stand as well.

Here, even the kings had to bow to the laws set by their ancestors.

But Rainbow's speech was something none had expected. The words she used, obviously recited, were powerful, but that was not all. It was the way in which she delivered her words. That could not be replicated. She was not merely some mare standing before the most powerful ponies of her city. No, she was standing there with authority, and it drew others towards her. There was no doubt in the minds of those who heard her over who she was. Not merely The Element of Loyalty, a Bearer for Harmony, but also the crown princess of the Cloudsdale House. She had titles that would make some of the most regal of bloodlines jealous and her sharp tongue had cut through the egos of those who thought their mere presence was enough to intimidate her. Their arrogance and their prejudice were cut down like a hot knife through butter. The more she spoke, the more others began to align themselves to her.

A natural born leader.

"I must say, I never expected Rainbow to carry this off so well," Rarity said to Twilight. "I almost envy her, but I know that I cannot command the kind of attention she does. She is, dare I say it, truly acting like how a princess should."

"I know what'cha mean, Rare. I had no idea that she had it in her. And that speech... Twilight, you really taught her to say all that?" Applejack asked.

Twilight blushed a little at the praise. "Y-yeah, but she delivered it better than expected."

"I was worried that she'd let those braggarts get the better of her," Rarity interjected. "Glad to see that I was wrong. I had no idea how much passion she had regarding this subject."

Twilight sighed softly. "I think I opened old wounds. I hope she can forgive me."

"I'm sure she will, Twilight. I think she'll rather be appreciative for the fact that you've given her a chance to make them Garousa wince. I've never seen so many stallions blush like fillies on their first date!" Applejack laughed.

"I'm a little mad at her though. She lied to me." Twilight looked at her friend standing on the podium. She looked regal. The way she stood with her head tall, the lack of fear she displayed and the way she carried herself all were perfect. Twilight had tutored her on how to act like a real princess, trying to get the mare to act the part. "First she told me that she didn't know who her parents were--"

"Well, technically she doesn't," Pinkie cut in. "If you really think about it, she doesn't know her parents. Just her father."

Twilight opened her mouth to respond, but Pinkie did have a point, though she doubted Rainbow actually used that as a reason. More like the cyan mare avoided having to come clean with all this and admitting a sensitive part of her life.

"Then she said that she has an older brother--"

"She still might," Pinkie cut in again. "We haven't seen him, right?"

"Yeah, but Rainbow wouldn't be the crown princess if she had an older brother and assuming they go by the same laws that the rest of us do."

"Well, we know that isn't true," Applejack reminded the librarian. None of this would have even started if Cloudsdale had followed the same laws as the rest of Equestria.

"Does Cloudsdale follow primogeniture?" Rarity asked.

"Say what?" Applejack asked not sure she heard the white unicorn right.

"Primogeniture. It means the firstborn gets the right to everything. In this case, the crown of the Rainbow Household," Rarity replied. "I've always had a thing for royalty. I've always been fascinated by it all. And... I guess you could say that I've always wanted to be an Equestrian princess. I mean, not like Princesses Celestia or Luna -- even Princess Cadence, but a princess nonetheless."

"It that why you were all over that stallion at the Grand Galloping Gala?" Applejack teased.

"We agreed never to speak of that," Rarity replied giving her friends a dry look which made the girls giggle with each other.

"I don't know," Twilight admitted before muttering under her breath, "doesn't seem like."

"All rise! The court is resuming session," the Herald called out. Again only the pegasi from Cloudsdale stood. The rest remained seated, not showing an inkling of respect towards the Gerousia.

However, this was practically dismissed as the Iridum king marched to the front and flashed a dark look towards his daughter. There was so much malice and hate in that single glance that none could miss it.

"W-w-what is the verdict?" The Herald gulped after the question left his lips.

"Unanimous. The law does not change. It remains!" Rainbow's father shouted angrily slamming his hoof down. He pointed at his daughter standing before him. "You dare speak to us as if we are foals! Let me remind you and the rest here that the very reason why Cloudsdale remains the best at everything is because of how things are run and how we've managed things from the very beginning!"

"Change will come," Rainbow replied calmly. Then her regal mask melted away and the brash, cocky Rainbow grinned at the king, her father with a look of fierce defiance behind a showboating demeanor. "And there ain't nothing you can do about it."

"This farce is over!" The king turned and stormed away. The Gerousia followed as quickly as they could followed quickly behind by the sounds of hooting and hollering.

Soon the entire assembly was empty, save for one stallion who sat in the corner. While the rest had made their way to the exit, Twilight watched as this old pegasus floated towards Rainbow still standing defiantly in the middle of the auditorium. He landed in front of her and bowed. That single gesture seemed to cause of ripple throughout the entire building and at once all the hall grew silent. This simple gesture, although completely silent, was louder than even the Sonic Rainboom itself.

"I've been removed from my seat on the Gerousia because of you, you know." A soft laughter came from his lips. "I'm old. Far older than a pegasus in this position should be. I've seen quite a lot of things over the years and you could say that I've started seeing something strange going on in our city." The older stallion laughed to himself. "But I guess you could say that it's because of age that I am able to see things for what they are. Our ways our old. Were they right? Probably. I am no fool and I know the history of what we've done to our kind. There are many ways to measure strength and excuses for being proud, but sometimes it isn't just about how powerful you are, how fast you can fly or how quickly you can cast magic. True strength can sometimes be something so small and nearly invisible, but it changes everything."

"What do you mean?" Rainbow asked.

"To me, I have always wondered why, after what we did to them in our ancient past, did the earth pony population not eradicate the pegasi for their crimes."

A collective gasp filled the room and a quiet murmur soon followed.

"Hey! We ain't the kinds of ponies! We'd never do anythin' like that, y'hear me?" Applejack shouted not being able to let that comment slide. She felt it was a personal insult directed at her and her family.

The Gerousia turned his head to the outspoken farmer. A gentle smile formed on his lips and he nodded. "I know. And that is what I am talking about. Forgiveness. Despite all that we have done. Despite the cruel ways of our ancestors and the harshness of our treatment on our benefactors in the past, the earth ponies forgave the pegasi for what they did. They allowed us to live. Never, in all of our history, could the pegasi win an open conflict if the earth pony tribes combined their forces. Even if they did not wage war on us, without them our great cities would've starved. And you're right about change, Princess. For years I've held this notion deep in my heart afraid to speak out loud, but you changed that. You changed me. You gave me courage to do the one thing that nopony has done in this hall for many, many years."

"Yeah?" Rainbow stated, raising her head slightly up as a show of pride. She looked so regal in that moment. "What's that?"

"You made me stand up to them and say: yes. I voted yes." He hoofed over a small folded piece of parchment. "In this topic, none on the Gerousia has ever voted for changing the ancient laws... until today. As you said, change will come, my dear, so long as there are leaders like you to inspire the greatness in those too afraid to see for themselves."

"This... this is... you know what this means?" Rainbow said, her face showing the mixture of feelings at this news. Anger, pride, pity, remorse all fluttered through her eyes as she looked at the old pegasi in front of her.

"I do."

"They won't let you live," Rainbow whispered as a new emotion flowed into her eyes. Fear. Fear for the old pegasi in front of her.

"I know."

"You... you must leave the city... you cannot-"

A simple gesture with his hoof silenced Rainbow and the old pegasi smiled gently. "I'm old. My life is at its twilight anyway. At least let all my years of silence mean something. Let me be your martyr."

Rainbow shook her head slowly in horror at the words. "N-n-no. I c-can't do that."

"You must. Let me atone for the years of neglect over the foals that were condemned for being born differently, for the uncountable ponies that our kind had killed, for doing nothing. Let me. You must do what an old stallion wishes." He looked at up Rainbow and touched her cheek removing the tear. "You shed a tear for me? Your kindness is inspiring, but don't weep for me for I know what I deserve. Farewell, Your Highness."

Rainbow watched as the old pegasus floated up into the air and out one of the high windows.

There was another long pause as the crowd slowly seemed to wake up. There was some cheering, some applause as the others in the auditorium started to fully comprehend what they had just heard, but none could have heard the final part of that conversation between Rainbow and the old pegasus. All the cyan mare could do was stare after the old stallion. She knew what he said was true, that he had committed atrocities by not doing anything. But could she accept his sacrifice? He had already sentenced himself to death, the others in that power political circle would never allow one of them be a dissenter. For betraying what they believed was their way of life, he would pay with his own.

She looked at the piece of paper in her hoof and unfolded it as a single tear rolled down her cheek. All it read on it was the word 'yes' in Equitatus.

"Change will come," Rainbow whispered once more as if convincing herself that it was the right thing. Of course it was. Now she could not sway from her path, not when one so willingly put his life in the future she promised. Her eyes hardened and her will steeled itself. She was no longer only an Element of Harmony, but a beacon for others. She was Rainbow Dash, Lady of the House of Iridum, Crown Princess of Cloudsdale.

Alternate Ending by Magic Tricks

View Online

Change will come…

The words remained in Rainbow Dash’s mind for days to come. Rainbow Dash was now an outcast, disowned and not even considered to be Princess of Cloudsdale anymore. The stallion who gave his life to prepare the long wait until change was now dead. His head sliced off of the rest of his body. Separated and his body buried in a unmarked grave to send a message to the rest of the Pegasus race. That the Gerousia is LAW, and their every command must be obeyed no matter HOW cruel it is.

As life goes on for the disgraced and disowned Pegasus Princess. Cloudsdale continued to throw away those unworthy to live in Cloudsdale and unworthy to be part of the mighty Pegasus war machine. Rainbow Dash still trained Scootaloo, despite the fact that Scootaloo was considered unworthy at the time she was born. As only true Pegasus foals actually know how to fly at birth. Rainbow Dash knows she can never prove her worth to Cloudsdale anymore and thus wants to prove her worth to the Wonderbolts, that is if she is even allowed to tryout for the Wonderbolts. Rainbow Dash can’t now as she’s been identified as unworthy. Even Spitfire, Captain of the Wonderbolts, was banished from Cloudsdale forever due to Dash’s actions.

Change will come…

Lord Tirek has returned…” The Iridium king said. His fellow leader and the Gerousia were present with the mighty Pegasus army stood atop of the clouds that made up Cloudsdale. Ready to fight against the powerful centaur known as Tirek. “Already those WEAK and WORTHLESS Pegasi that have no right to be a part of our proud kingdom were taken down by this magic thief! As the other ponies and the Princesses of Equestria continue to fruitlessly fight the demon off Tirek. We will be the ones to bring him down once and for all! For it is OUR might that has survived for generations! WE enslaved the earth ponies! WE helped keep the unicorns in check before the arrival of the Celestial Sisters Luna and Celestia! It is OUR might that will defend our glorious kingdom! As shown that the other races are incapable of defending their own! Let this day mark the greatest victory for our race! LET OUR VICTORY MARK THIS DAY THAT THE PEGASI ARE TRULY THE REAL RULERS OF ALL OF EQUESTRIA!”

The Pegasi soldiers cheered and roared at their king’s speech. They were going to win the battle and defeat the “mighty” Tirek once and for all. However they are unaware of Twilight gaining the other Princess’ alicorn magic. But that didn’t matter, as they leapt and took flight towards the earth. Not knowing that their arrogance is the first step in their fall from grace...

Tirek figured he will now claim the alicorn magic that is his. However he had to first stop the Canterlot Royal Guard before entering the castle. However before he could even march towards Canterlot, from the now powerless Pegasi. He heard the call of unknown number of warhorns being blown.

“What is this?” he asked himself. He turned towards the skies and saw the hundreds if not thousands of Pegasi warriors coming towards him. He merely rolled his eyes of the foolishness of the Pegasi Kingdom. He always knew they held on to barbaric laws and traditions. It happened when his brother Scorpan betrayed him and he was sent to Tartarus at the hooves of the Celestial Sisters. Now they were coming at him again with the same arrogance of their ancestors.

“Come at me and I will show you why you will fail in your mission to destroy me!” Tirek roared. So they came at them and when he was ready to drain their magic all at once. They did something he never expected. They all broke off into smaller groups and struck him that way. Tirek was now having a hard time trying to drain all of the Pegasi magic from them. Sure he drain a few groups but this little game was driving him mad. He sought to end and end it he did. As he sucked in all of their magic at once like he did the other ponies before them. They just had to take a break and regroup. They should’ve just kept at it and he would’ve been down for the count. But they just stopped where they were at and hovered in their arrogance. King Iridium fell from the sky in shock and horror that he failed, his whole army failed and even the Gerousia failed alongside him. Tirek defeated them all after putting up a fight. Their magic was gone. Their cutie marks were gone too. They were now as powerless as the other ponies before them. Something that shouldn’t have happened to the mighty Pegasus race. But what goes up must eventually go down, or in this case both figuratively and literally. The king was grabbed by Tirek’s powerful hand and the centaur glared at the powerless king with a grin of victory.

“So you thought your little strategy would work against me?” Tirek gloated. “You are as arrogant as your ancestor. You thought you could defeat me who has stolen all of the magic from everyone of the three races of ponies in this kingdom!? Sadly to tell but you were wrong. Now you’ve seen my power and you’ve lost your power. All pegasus, earth and unicorns of Equestria has fallen against my terrible might! Let it be known that I, Tirek, have defeated the Pegasi war machine again! Let it be known that the Pegasi of the Pegasi Kingdom has once again shown that no matter how they sort through the weak to find the strong, their own arrogance has lead to their final downfall! I heard that you and your precious Gerousia rejected the very idea of bringing change to your race. I’m afraid to tell you that you can find the most strongest flyer in all of Equestria. But it doesn’t mean a thing to the likes of me and Discord or anything else in Equestria. So now if you’ll excuse me. I have three alicorn princesses who needs to lose their precious power to me.”

Tirek dropped the stunned king, as he fell to the ground below his thoughts were a jumbled mess. But most of them were on his failure and thoughts of what Tirek said of his arrogance. Was this demon right in the assumption that they were all arrogant and should’ve adapted to Equestria’s constitution? No, they were in the right. Cloudsdale and all Pegasi remained strong because of it. But they had failed in stopping Tirek. Now as King Iridium lay powerless on the ground near the equally powerless Gerousia. His mind wandered to his daughter Rainbow Dash. How he should’ve been nicer to her and allowed to keep her role as crowned Princess of Cloudsdale and the Pegasi. Tears formed in his eyes as he thought about the audience with the Elements of Harmony a year prior. That herald voted against them and he was put to death, given a traitor’s death for disagreeing with the Gerousia. Now he looked at his fellow king and the Gerousia. Tears of failure and confusion were upon their faces. All wondering what they did wrong. They should have defeated Tirek and now he has their magic and he’s going for the Princesses magic. Oh no… Rainbow Dash was back at Ponyville with the other Elements. Once Tirek was done with Celestia, Luna and Cadence. He was going to learn of the fourth Princess, Twilight Sparkle and will have to go through the other Elements first. Rainbow Dash was in danger and he was powerless to save her and any other worthless Pegasus.

‘What have I done?’ he thought to himself. As he lay there looking at his fellow Pegasi, wondering if they should’ve accepted change right away. They would still fall to Tirek but at least the broken kingdom would’ve been united in one single cause… The defeat of Lord Tirek.

After what seemed as hours sounds of a battle taking place within the Everfree Forest was heard. In fact it was a battle, a one on one battle between the new Princess and Tirek. From the sounds the two were rearranging the landscape of the forest. Actually they were… The sounds of fighting and explosions stopped when all Pegasi heard Tirek speak to Twilight Sparkle.

“It seems we’re at an impasse.” Tirek said. Tirek lifted up the powerless Discord and remaining five Elements. “I’ll make a deal with you. You give me the alicorn magic and I will release your friends.”

Whatever happened it seemed Twilight had accepted the terms of her surrender. As Tirek grew even larger. Now he was as powerful as a god. Nothing can stop him now. Though that was until six bright lights erupted from the forest. All Pegasi warriors looked up to see six bright lights, consisting of white, blue, yellow, purple, pink and orange. The rainbow of colors struck Tirek and he shrank as quickly as he grew. Until there was no giant centaur demon rampaging across the land. Then something even miraculous happened. The six lights split into three groups of two. Two of them were heading towards the fallen group of warriors. King Iridium noticed the two Pegasi heading towards him were familiar. It was Fluttershy and his daughter Rainbow Dash. Both had something different about them. It was their mane tail and wing feathers. The terrified confusion that was on the Pegasi faces was turned to amazement as both Elements flew over them and within a split second of being bathed in both mares lights. Were now able to stand, move and fly. Also their cutie marks returned.

“Tell me Your Majesty.” said the stallion Thunderbolt of the Gerousia. “That was your daughter and her weak friend was it not?”

“It was and they apparently aided Princess Twilight Sparkle in stopping Tirek. Where we failed as those worthless Pegasi.”

“It appears that not all of them are worthless as we initially imagined when we cast them out of Cloudsdale. It appears that they can be strong later on in life.”

“You’re not suggesting we change our ways do you?”

“Of course not… But I am hinting at maybe a compromise for the time being. Something that will show our thanks to the Princess and the Elements of Harmony.”


After months of planning the royal families of Cloudsdale and the Gerousia have called a special conference in Canterlot for all of the ponies from Cloudsdale and Equestria to attend. They spent months planning with Celestia and Luna. In preparation for their show of thanks Princess Twilight Sparkle and her Royal Court of Friendship.

“Twilight why are we here?” Rainbow Dash asked. “Didn’t the Gerousia already made up their minds in keeping their barbaric laws?”

“Yeah I’m actually as confused as you are.” Twilight looked as the door opened to show Celestia, Cadence and Luna enter the conference room with the rulers of Cloudsdale and the Gerousia. All had stoic looks on their faces.

“They have come to us in agreement of a compromise.” Celestia said.

“HUH?” the Mane Six said at once.

“It’s been months after we have failed in our duty to stop Tirek.” Thunderbolt said. “After putting in an unanimous vote we have decided to not change our laws. BUT we will make changes to them.”

“So this means…” Rainbow Dash asked.

“All those deemed weak and unworthy will be banished from Cloudsdale and sent to live in an orphanage we’re building under Cloudsdale for the foals already there under the care of Mama Cupcake. We have also voted on stopping our harassment of Mama Cupcake, as well as those banished allowed to visit Cloudsdale and even get to meet their parents. But we will still separate the weak from the strong. The weak may not allowed be Cloudsdale citizens nor serve in our military, but they can form their own militia under Equestria’s banner. We’re also reinstating Captain Spitfire’s citizenship. She may return to the Wonderbolts at any time and pick who can be in the Wonderbolts. No longer is she allowed to pick from the strong Pegasi of our kingdom.” Thunderbolt said. “Like we said to the three Princesses present. This is not changing our laws or accepting Equestria’s constitution, but it IS a compromise to show our thanks to you six and what you had to do to stop Tirek after our failure.”

“How did this come about now?” Applejack asked.

Celestia stepped forward. “Tirek told them about their arrogance that their ancestors had. Thousand of years ago when Tirek was first banished to Tartarus. The Pegasi race back then too were arrogant. They could’ve been wiped out if it wasn’t our interference into the fight that ended the war with Tirek. Which is to say that I am happy they finally acknowledged it. It led to their ancestors to be most stubborn.”

The Gerousia glared at Celestia as Luna hid her snickering. King Iridium turned to them. “She has a point you know.”

“Now let this conference come to it’s end and we will continue to see change happen in the future.” Celestia said.


It’s been a long hard road for hundreds of years. But finally the Gerousia has been dissolved as Cloudsdale becomes part of Equestria by adopting the nation’s constitution. Prism and her husband walked over to the memorial of her great grandmother, Rainbow Dash.

It finally happened Grandma Dash… Change has finally come…


View Online

The trumpets final note faded into silence as Twilight stood up on the large makeshift stage and walked over to the podium that had been set up for this occasion. She shuffled her papers for a moment before glancing over her shoulder at her friends and family. They all nodded, assuring her that it was time. That everything was going to be okay. She took comfort in that. She looked up, as if getting support from the skies above her and she closed her eyes and took in a deep breath.

This was long since overdue.

Turning to the audience in front of her, the cameras flashing, ponies with notepads out ready to write, a large gathering of those who wanted to see this last chapter conclude.

Indeed, this was long since overdue. Too long, Twilight stated to herself in her mind. But it was finally done. Finally. Today it was going to finish. It was going to end. Today it would be all over.

"When I first met Rainbow Dash, sorry, Her Majesty, Queen Rainbow Dash," a few voices from behind her chuckled quietly at that, "It was in Ponyville. Back then it was a small town. Nothing like it is today. Nothing like it is now."

Again, a light chuckle rumbled across the audience. Ponyville had indeed exploded into its own metropolis.

"The same can be said about Cloudsdale. Cloudsdale is nothing like it was. Finally."

At those last words, a loud cheer erupted. It continued for a few minutes as Twilight smiled and waited for the noise to fade.

"After all these years I can finally turn and say, 'We've done it!' and I know what she'd say to me. I know what she'd tell me. She'd say that there was never any doubt. That she wouldn't leave anypony hanging; that she'd stick with it through thick or thin." Twilight stopped and wiped a tear from her eye. "I miss her. We all do. To this day, I can't stop thinking about her. That smile, that confidence, that... everything. She changed so many things in her life, and I am privileged that one of those things was me. She taught me how deep loyalty can go, how far she would go for those that she cared for, and she cared for this city a lot."

There was a breeze from the east, a fresh cool feeling wafted over her and a feeling of something familiar wrapped around her mane and seemed to stroke caress affectionately. Like an old friend.

"So, without any further ado, it is my honor and privilege to accept Cloudsdale's wish to adopt Equestria's constitution and from now on obey the laws dictated by the Princesses of Equestria and by the democratically elected senate of ponies for Cloudsdale. Today we abolish the last remnants of an ancient, tyrannical, barbaric system and welcome a new age of wisdom and peace. Today we officially recognize the sacrifices that so many in the past and the difficult times they had lived through."

The applause and cheering that sounded was heard for miles around. It was indeed an occasion to celebrate.

With that, Twilight turned and the current king and queen of the royal houses of Cloudsdale walked up her and bowed low, offering their crowns to her. A symbolic gesture that the right to rule would rest with the Princesses of Equestria.

But Twilight didn't really care about that. Instead she smiled at the two pegasi and they returned the favor.

"Prism, you look exactly like your great grandmother," Twilight said gently as she took the crowns with her magic and placed them on two purple pillows embroidered with the finest golden threads that Tourmaline had painstakingly made. Rarity would have been proud of her great grandson's prowess, and perhaps a little jealous.

Prism blushed and bowed her head lower, more to hide her happiness. "Thank you, Your Highness."


"Yes, auntie?" The young stallion asked.

"Are you spoiling your wife?"

This time the brown pegasus blushed and turned his face to his wife, and ex-queen. "Yes, auntie. I am."

Twilight smiled at the two newly wedded couple. They had decided to marry as king and queen for fun, and it was a wedding that will be remembered for centuries to come.

With her powers, Twilight lowered two special crystal domes engraved with both the House Crests and covered the two pillows with the crowns. As soon as the crystal touched the tile underneath, gold erupted like a plant growing from the ground and wrapped itself around the base and over the top sealing them shut. They would be placed in Twilight's palace for all to see and marvel at the two ancient crowns, forged many millenia ago, that ruled the ancient city of Cloudsdale and to never repeat the mistakes and barbarism of the past.

Twilight turned once more to the podium. "It has been a long and painful journey. Many good ponies have passed on over the years, but we stuck through it all. Especially Rainbow Dash. We were always there for her, but the burden was hers because she wanted to bear it. She wanted to help save her home. On behalf of Equestria and all her subjects, I, Princess Twilight Sparkle would like to unveil this testament of courage, love and loyalty to the citizens of Cloudsdale." She walked over to a large golden-colored rope and pulled. A cloth fell off revealing the mare of legend. It was uncanny how well it represented her.

Applejack would have been proud, after all her great grandchildren had helped sculpt it.

From the top of the statue's head was a rainbow-maker, and as soon as the ponies who saw it got their breaths, they gasped again as a rainbow of smoke formed and flowed with the current of the wind.

"She would be so proud of us," Twilight said staring at the statue. She left the podium and flew over to the base of the monument and looked up at the proud figure with that signature smile. Twilight wiped away a tear and placed her hoof gently on the statue's hoof. Memories of their time together all those years ago flooded through her memories. "After all this time, Rainbow, we finally did it. You changed them. You changed everything. I wish you were here to see it. You wouldn't even recognize it anymore. Thank you for teaching me what true loyalty is. Thank you for teaching me to stay the course, to be brave when things get hard, and for your spirit whenever the weight got too heavy. Thank you for never giving up. Thank you for entrusting me with your will. Thank you for everything. Thank you for being my friend. I love you."


View Online

[17:38] <deathtap|Writing> And why do Pagasi have no parents? It really bothers me
[17:38] <Scootalloo> THAT. Could be big.
[17:39] <deathtap|Writing> Doesn't it bother you?
[17:39] <deathtap|Writing> RD
[17:39] <deathtap|Writing> No parents
[17:39] <deathtap|Writing> Fluttershy
[17:39] <deathtap|Writing> No parents
[17:39] <Scootalloo> Some sub-culture to the pegasus race that no other pony ever thought of.
[17:39] <deathtap|Writing> Scoots?
[17:39] <deathtap|Writing> No parents
[17:39] <deathtap|Writing> We should write about this
[17:40] <Scootalloo> Pegasi are spartans.
[17:40] <deathtap|Writing> ooh
[17:40] <deathtap|Writing> I like that
[17:40] <Scootalloo> The children are cast off at the age of 5, to live alone. They never see their parents again.
[17:40] <deathtap|Writing> Yeah.
[17:40] <Scootalloo> That's why the pegasi still live secluded in the coulds. They fear yet another way.
[17:40] <deathtap|Writing> That's awesome
[17:40] <Scootalloo> clouds*
[17:40] <Scootalloo> and war*
[17:41] <deathtap|Writing> I'm going to do it.
[17:42] <deathtap|Writing> brb
[17:42] <deathtap|Writing> Notes
[17:45] <deathtap|Writing> I need a better title
[17:45] <Scootalloo> War never changes.
[17:46] <Scootalloo> Nah, too fallout.
[17:46] <deathtap|Writing> That's a lot better than mine
[17:46] <deathtap|Writing> 'Forever Alone'. Lawl