Little Memories

by Skijarama

First published

When Twilight Sparkle awoke from a coma with amnesia, the first pony to greet her back to the world of the living was Rainbow Dash. They were close, once, and Twilight knows that she can trust Rainbow Dash to help her through her life in Ponyville.

When Twilight Sparkle woke up from a coma, she had amnesia and was unable to remember anything save for her name. She couldn't even recall Rainbow Dash, who was the first pony to welcome her back to the world. While upset by Twilight's inability to remember her, Rainbow Dash made an oath; to help Twilight move on from her shattered past and look forward to the future, and make the most of their situation.

Now back in Ponyville, and with the knowledge that they were once very close, Twilight is trusting Rainbow Dash to be her guide as they begin their life in Ponyville anew. The road won't be easy, but with friends like this, what does Twilight have to fear?


Edited by Chromio.

Cover art is by Novaintellus. Go and show them some love.

Beware spoilers in the comments!

Amnesia

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The wind outside the Golden Oaks Library howled and roared in the darkness, making the panicking alicorn think of a ghost that would love nothing more than to make her join it in the grave. Somewhere up in the loft, a tree branch repeatedly slapped against a window, creating a rhythmic tapping noise that reverberated loudly with every repetition. The world outside was obscured in total darkness, and the only light inside the library was the flickering orange glow of a dozen candles scattered about on tables, shelves, and even over the floor.

Sitting in the middle of it all with her breath coming in ragged, frightened gasps, was Twilight Sparkle. She reached out towards a book on a shelf with her magic, a strangled cry of frustration and dread worming its way out of her throat when she realized that, just like all the others, the book was beyond the reach of her magic. It was as if the spell just slid right off of the cover, the bindings, even the pages. It was like water off a duck’s back. She tried again with a different book, this one closer, and was met with identical results.

The wind howled louder outside, causing the entire library to shudder and creak in protest. The tapping branch on the window struck louder than before, and the flames of several of the candles winked out of existence. Twilight’s ears went flat against her head when she felt the temperature drop and saw the light decrease. She quickly rose to her hooves and galloped over to one wall that was lined with shelves upon shelves, each one packed with books. But as she ran, the shelves retreated from her, causing the central room of the Library to distort and stretch unnaturally.

With a shout of effort and an instinctual flap of her wings, Twilight managed to close the distance long enough to pluck a single book from the shelf. She hit the floor with a thud and a gasp of pain. After a moment, she rose back up to her haunches to look down at the book. With a sigh, she went to open it. That sigh quickly escalated into a horrified, panicking shout as the book crumbled in her hooves, the dust being scattered in a wind that wasn’t there. “No, no no no NO!” She cried, feebly reaching for the particles even as they vanished from the world.

This was bad. She needed to find something. She didn’t know what it was yet, just that she would know it when she saw it. It was hiding in one of these books, and once she found it, it’d drive away the darkness and the cold. She just had to keep looking and trying. But no matter how hard she tried, she couldn’t get a good look into any of these books. Her magic wouldn’t work, and if they touched her hooves, they crumbled away, rendering her efforts pointless. The wind outside grew stronger again, and again, several of Twilight’s candles went out, leaving her with only three.

Now on the verge of hyperventilating, Twilight spun around. “Come on!” she cried in desperation, galloping towards the opposite wall and reaching for the books with her magic. Again, the shelf retreated from her, this time faster than she could hope to keep up with. The shelves faded into distant darkness, and she had to end her pursuit at the edge of what little light her candles were still putting off.

She backed away into the center of the light, trying desperately to calm down. After a few seconds, she finally managed to get a hold of herself. “Oh… I wish there was somepony that could help me” she mumbled in a despondent voice. She stood there for several moments, shivering in the could, when something nudged the tip of her hoof. Opening her eyes, she saw a square-shaped book staring back at her.

Swallowing heavily, Twilight reached out with a hoof to touch the book. To her relief and shock, it remained intact, and when she tried to lift it in her magic, she was delighted to find that she could. She quickly brought it up to her face and flipped it open, hoping to find the answer to her problems. She paused at what she saw. There were no words written on the pages. Instead, there was a single picture.

In it, she saw herself without wings resting on the ground with a large smile on her face. Right next to her on the left was a cyan pegasus with magenta eyes and a messy mane and tail made up of all the colors of the rainbow. They had their forelegs draped over each other’s shoulders and were smiling happily. Twilight felt her heart thump slightly harder with recognition at the mare in the picture. Rainbow Dash… her name was Rainbow Dash.

There were several other mares around them, too. A yellow pegasus with a pink mane and tail was settled on her belly in front of them, a reserved and timid smile on her face. There was a white unicorn with a stylish purple mane and tail next to Rainbow, an orange earth pony with a blond mane and tail next to Twilight, and an excitable and obnoxiously pink earth pony behind the whole group, waving at the camera and whoever was holding it.

They all looked so happy… but she didn’t know any of them except for Rainbow. And even then, the pegasus was something of a stranger... Twilight frowned and held the book close to her chest, her spirits falling even more. This wasn’t of any help...

Another candle went out.

Twilight gasped in fear and turned to the next page of the book, hoping for more pictures. Much to her dismay, there weren’t any other photos in the book, just discolored rectangles in the parchment where they had used to be. There were small rips in the pages around those rectangles. someone had taken all of the photos out. She turned the page back to the one picture that remained, trying to take solace in the one familiar thing she had found.

Another candle. There was only one left.

The air was freezing. Twilight could see her own breath condensing in the air, and she was starting to shiver uncontrollably. With an audible gulp, she set the photo album down at her hooves and looked back at the shelves. Whatever hope she had fell away completely when she realized that there were no shelves left. They had all retreated from her, leaving her completely alone in the darkness with only a candle and a photo. At that moment, she knew it was hopeless.

The last candle went out.

All at once, everything went completely and utterly silent. Twilight held still, her ears standing at attention and listening intently to her surroundings. There was nothing. It was just her and the darkness. The air was getting harder to breathe, and her head was getting heavy. With a withering sigh, Twilight collapsed onto the ground and covered her face with her hooves. She shivered again, pulling her wings closer to her body in a useless effort to stave off the cold. Her eyes fell on the photo album, and she choked down a terrified whimper. “Rainbow Dash… Somepony… anypony... help me…” she whispered to herself, curling into a ball. “I don’t know what’s going on, or what to do… Help me...”

Several seconds passed by, the only noise being her shaky breaths and whispered pleas for help. In the end, even those faded into nothing but silence. Twilight closed her eyes, letting herself succumb to the cold...

Out of nowhere, something tapped her shoulder, prompting her to open her eyes and look up. Her gaze was met with a bright light right in front of her, one which illuminated everything around her for dozens of feet. Once her eyes adjusted, Twilight saw the source of that light. There, standing in front of her, looking back down with a warm smile, was Rainbow Dash. The cyan pegasus slowly lowered herself down onto her belly in front of Twilight, never once looking away from her eyes. “Hey, Twilight… you okay?” she asked in a soft tone.

Twilight mouthed voicelessly for a few seconds as she tried to find the words. Eventually, she settled for a slow shake of her head.

Rainbow’s smile fell away, replaced with a knowing frown. “You’re scared, aren’t you?” she asked simply, and Twilight nodded. Rainbow looked down for a moment, then got back to her hooves. “Well, Don’t worry…” she gave Twilight a small wink. “I got your back. Now wake up.”

“...huh?”

“I said wake up.”


"Twilight, wake up!"

Twilight’s eyes shot open at the same time that she inhaled sharply through her nostrils. With her heart still beating in her chest, her eyes darted around to take in her surroundings. She was resting on her side on a soft mattress, her body covered in a thick and warm blanket, partially dampened by cold sweat. As she looked around, she recognized where she was as the loft of the Golden Oaks Library, and her heart rate began to decrease.

She felt something shaking her from behind and turned to look. She saw Rainbow Dash standing by the bedside with a concerned look on her face. “You okay, Twilight?” She asked before taking a step back to give her some room. “You were mumbling to yourself and sweating buckets… bad dream?”

Twilight took a deep breath and slowly sat up in the bed to scan the rest of the room. She noticed that there were large beams of golden sunlight streaming in through the large circular window on the wall, and she could hear birds chirping and ponies talking outside. She let herself relax entirely before giving a slow nod and looking at Rainbow again. “Yeah, it was just a bad dream. I’m okay.”

Rainbow was visibly relieved and took a step back. “Good to know…” she said softly before her eyes turned to look at the door that would take them back downstairs. “Anyways, you about ready to get up? Spike and I have been up for a while already, but we figured you’d like to sleep in a bit.”

Twilight answered her question by slipping out of bed and giving a languid stretch. Her new wings extended from her back as she did so, drawing her attention. She had had them for as long as she could remember, but she was still very unused to how they felt. Of course, as long as she could remember was less than a week at this point. She shook her head and drove away that thought for the time being, instead choosing to look at Rainbow again. “Thanks, Rainbow. I think the extra sleep did me some good,” she said while offering a grateful smile. She then glanced towards the door that would lead downstairs. “Is Spike downstairs right now?”

“Yeah, he’s making you some breakfast as we speak,” Rainbow confirmed while looking that way as well. “Head on down and eat up. I’m gonna tidy myself up a bit before we go to see the others.”

Twilight almost slapped her forehead as she remembered. “Right! We’re supposed to be meeting my… friends… today, right?” she asked, briefly hanging on the word ‘friend.’ It felt so wrong to her to say it. She couldn’t remember anything about any of them, after all, and calling them her friends just didn’t feel right without that kind of context.

“Yup!” Rainbow nodded as she turned for the bathroom. She paused after a second and glanced back at Twilight, her expression one of worry. “But before you go, I gotta ask… have you remembered anything, yet?”

Twilight paused for a moment, her muzzle scrunching as she gave it some thought. They had only gotten back to Ponyville from the Crystal Empire last night, and they had spent the majority of the evening after having dinner going through items she apparently held close to her heart. Several books in the ‘Daring Do’ series of adventure novels, a small, old stuffed pony that was named ‘Smarty Pants,’ and several pages in Spike’s photo album. They had done all of this to see if it might jog her memory, but alas, she may as well have been looking at all of those things for the first time.

She had listened with rapt attention as Rainbow regaled her with her favorite moments from the Daring Do books, she had giggled in amusement when Spike told her about some of the weird things Twilight used to do with the doll when she was a filly, and she had been completely enraptured when Rainbow and Spike told her story after story about the pictures in the photo album. However, much to her supreme disappointment, when she scoured her mind, she found it was just as blank as it had been when she woke up in the Empire’s hospital. Every event of her life and pony she had met before that day was lost to her.

With a sigh, she shook her head. “Nothing… I’m sorry.”

Rainbow let out a quiet snort and gave Twilight a playful nudge in the side with her elbow. “Eh, don’t apologize, it’s not your fault and we don’t blame you. Your memories will come back sooner or later, I’m sure,” she said with a big smile, although Twilight was quick to deduce that it was a little too big to be completely genuine. Rainbow then cleared her throat and lightly nudged Twilight for the door. “Anyways, get a move on. You’ve got a meal to eat, and then we’ve got ponies to meet.”

Twilight nodded and began heading for the door. She was about to push it open when Rainbow let out a bark of laughter, making her turn and look at her inquisitively. Rainbow forced down her chortles and waved dismissively. “Sorry, sorry. I just think I’m turning into Zecora. I rhymed.”

Twilight blinked in confusion. “Who’s… Zecora?”

Rainbow just sighed and shook her head. “I’ll tell you later,” was all she said before stepping away and disappearing into the bathroom. Twilight watched after her for a moment, and then made her way downstairs with a dismissive shake of her head.

"One thing at a time, Twilight."

And as she descended the steps, she could just pick out the potent and mouth-watering aroma of Spike’s cooking.

Reintroductions

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The smell of a hearty breakfast only grew more potent as Twilight descended the steps, and her mouth watered in anticipation. Whatever Spike was cooking, it made her stomach rumble. As she stepped out into the central room of the library, she took a moment to sweep her eyes across it and take in the details. Compared to when she had gone to bed last night, the room was practically shimmering. There wasn’t a speck of dust or dirt, and everything they had pulled out had been neatly put back in its place. Spike must have cleaned up, she figured before heading towards the kitchen and dining room off to the side.

It was more or less the same as the living room, she noted, albeit more rectangular in shape and without recesses in the walls for books. Instead, a long wooden counter was carved into one of the walls, including an assortment of appliances for cooking, most notably a stove, which Spike now stood at. Cabinets hung above the counter, each one presumably stocked with ingredients, spices, and cutlery. Against the far wall was a long dining table with rounded corners, bordered by five chairs.

Twilight’s attention was drawn back to the counter by a pleased exclamation from Spike. He was working diligently at the stove and, having noticed her arrival, was now looking back at her with a friendly smile. “Good morning, Twilight. I see you’re up bright and early,” he commented in a teasing voice.

Twilight tilted her head for a moment before catching on to the fact that he was being facetious. She let out a small snort and walked closer to him, her gaze affixed onto the frying pan he was working with. “Good morning, Spike. What are you making?” she asked, her eyes shimmering a little in anticipation. Much to her dismay, however, Spike shifted his body so that he blocked her view of the pan, giving her a cheeky little grin.

“Sorry, but you don’t get to see your breakfast until it’s ready to be served. It’s bad luck to see it before it’s time to eat, you know,” he taunted lightly before nodding at the table. “Go ahead and have a seat. It’s almost ready, so you won’t have to wait for long.”

Twilight stared at him for several seconds before relenting and heading for the table. Once she was settled, she took a moment to look out the window next to the table. The small section of Ponyville she could see from here was unquestionably very charming, and she couldn’t help but smile as a few ponies cantered by, happily chatting to one another with friendly smiles. Once they passed out of Twilight’s field of view, though, her own smile fell away.

Thankfully, Spike was true to his word, and she didn’t have to wait for very long. It only took a minute for Spike to hop down from the stool he had been using to operate the stove, a plate held in his claws. He wore a smug smile as he walked up to the table and deposited the dish in front of Twilight with a slight fanciful flourish, allowing her to see what he had made for her.

Woah.

It looked delicious! There was a mound of hashbrowns occupying one corner, which had been cooked until they had just started to turn brown and crispy. The plate was lined with a circle of thin apple slices, each one rotated just right to maintain a clear and almost hypnotic pattern. A collection of buttered biscuits were huddled in the corner opposite of the hashbrowns.

The smell made it clear that Spike had added some sauces or seasonings or something, and Twilight’s mouth was having a hard time containing its saliva. She swallowed heavily and looked at Spike with wide eyes and a gaping jaw. “This… is for me?” she asked, her wings ruffling on her back.

Spike chuckled and nodded. “Yup. If this is the first of my breakfasts you remember, I figured it’d be a good idea to make it extra special,” he explained before hopping up and sitting down in the chair across from her.

Twilight mouthed like a fish for a moment, struggling to find her words. Finally, all she could get out was a weak and amazed “Thank you.”

Spike shook his head and waved a claw dismissively. “Ah, don’t worry about it. It’s the least I can do for you. So have at it, Twi! Eat up!”

Twilight looked down at the dish and hesitated for a moment longer. Another growl from her stomach ended her procrastination, and she eagerly followed Spike’s instructions. She lifted up the silverware he had brought with the plate and dove in, happily consuming the meal with great enthusiasm.

She had not thought it was possible for the food to taste better than it smelled, but boy oh boy was she proven wrong! Her mouth was flooded with delightful sensation after delightful sensation, and she had to resist the urge to start growling like a hungry beast.

Spike started chuckling, despite his best efforts to contain his mirth. Twilight gave him a questioning glance between apple slices, prompting him to calm himself and clear his throat. “Oh, sorry. I’m just not used to seeing you eat like this unless it’s hayburgers. You go kinda wild whenever I make those,” he explained happily before reclining in his seat. “I guess that means you like it?”

“I love it! What’s the recipe? You have got to teach me!” Twilight replied before stuffing another slice of apple into her mouth and savoring the crunch and the rush of sweet juices.

Spike shook his head tauntingly. “Ah, but you see, just as a master magician never reveals his secrets, I will never reveal to you the recipes that I use to make you smile like that,” he explained before poking Twilight on the nose. “Otherwise you’ll make them every day, and it’ll stop being so special.”

“That, and Twilight would burn down the library if we let her cook” Rainbow’s voice suddenly cut through the air, drawing both of their attention. She had just stepped in through the doorway, watching Twilight eat with a pleased smile. “Having fun there?”

Twilight pouted at that, fearing already that this would be the start of a running joke. Looking at Rainbow, though, her thoughts fled from her indignation to instead ponder Rainbow’s appearance. She hadn’t really noticed it in the past, but her eyes were drawn to how Rainbow’s mane was now tied in a ponytail near the end with a thick blue band.

It was a very noteworthy change from when Rainbow had woken her up, letting her mane hang limply in a series of wild spikes. Now, though, bound as it was, it hung over one of her shoulders. Looking at her, Twilight noted that she seemed to have groomed her entire body during her time in the bathroom, making her appear far more composed and organized.

“And regal,” she thought, remembering that Rainbow Dash was a princess of Equestria.

It was still a hard connection for her to make, mentally. When Twilight thought of Celestia, Luna, or Cadance, all of whom she had only had limited interactions with, she thought of tall and towering alicorns with a presence that commanded respect, attention, and a feeling of safety. Well, that was how it had been with Celestia, at least. Luna had been… decidedly more cool during their brief interactions back in the empire. Cadance exuded a similar aura to Celestia, if a bit less imposing.

But Rainbow Dash was anything but regal, from what Twilight had seen. For one thing, she was just a pegasus. She spoke casually and with a healthy dose of snark and sarcasm; she carried herself with an air of relaxation instead of authority. When around her, Twilight didn’t feel the need to be respectful or careful like she had with the other princesses. She just felt… calm.

“Uh, Twi? You’re staring,” Rainbow pointed out awkwardly, making Twilight snap out of her reverie.

“Oh, sorry! I was just…” Twilight blurted before stuffing a biscuit in her mouth so she wouldn’t have to keep talking.

This got Rainbow and Spike to burst into a fit of chuckles. After a moment, though, Rainbow sobered up and came closer to the table. “Well, go ahead and finish eating, okay? Everypony’s gonna be waiting on us over at Sugarcube Corner.”

Twilight swallowed her latest mouthful of biscuit and glanced sideways at Rainbow Dash. Her ears fell a little bit. “R-right. Um… that’s where, uh, ‘Pinkie Pie’ lives, right?” she asked, hesitating on the name.

Rainbow’s face flinched at the reminder of Twilight’s condition, but she gave a nod all the same. “Yeah. She lives there and works there. Seemed like as good a place as any. We all have a few pretty good memories of the place, so, you know…” she trailed off and shook her head.

Twilight looked down into her plate and at what little food remained. She took a breath and let it out in a quiet sigh, her energy having been diminished along with the mood. She momentarily retreated into the safety of her thoughts to chastise herself for ruining what had otherwise been a lovely moment but was snapped out of it when Spike clapped a claw against her shoulder.

His face lit up and he beamed at her in reassurance. “Hey, don’t look like that. C’mon, chin up, jaw open, food in the belly!” he urged while gesturing at the plate.

Twilight gave a nod, and she did have to admit that his energy was a little contagious. Looking down into her food, she set about finishing it off, all with Rainbow quietly watching from a short ways away.


A short while later, her breakfast was consumed, and her belly was satisfied. Now she stood in the living room, in front of the door that would take her out of the library and into Ponyville. Now that she was preparing to go through it, it looked a lot more imposing than she first thought. In fact, she was downright intimidated. Through those doors was an entire town of ponies who probably knew more about her than she did.

Rainbow Dash, who stood to Twilight’s left, noticed her trepidation and gave her a gentle nudge in the side with her elbow. “Ease up, Twilight. You’re going to be fine,” the pegasus said in a soothing voice before nodding at Spike. “Now let’s go. Our friends are waiting.”

Spike threw a smart salute, then made his way for the door. Twilight watched him go, then took a deep breath when his claw found the handle. As the door opened, a rush of warm summer air came in through the frame, washing over Twilight’s face and chest, carrying with it the fresh smell of the outdoors. Already, some of Twilight’s trepidation was melting away, and she took in a long, deep breath.

Rainbow smiled sideways at seeing her relax, then made her way out the door first. She looked over her shoulder at Twilight as she went. “I’ll lead the way. Come on,” she called before slipping outside. Twilight hesitated for a moment, one last vestige of uncertainty bubbling up inside of her. She gulped heavily and slowly followed Rainbow out the door. Spike followed after her, closing and locking the door behind them.

With her hooves on the grass, Twilight took a moment to take in the sight of the village. It was even more charming than it had been in the fading glow of the sunset or through the dining room window, and she found the sight was enough to set her at ease. The quaint homes were almost never more than two stories tall, and each one, while similar in architectural style, was still uniquely personalized by the ponies who lived there.

And speaking of ponies, Twilight’s eyes were drawn to the streets ahead. She could see several ponies going about their day, many of them giving respectful nods of their heads to Rainbow Dash as they passed. More than one of the passing ponies glanced at Twilight, though, and she shrank back a little at the look in their eyes.

Confusion.

Shock.

Curiosity.

Sympathy…

Her wings ruffled on her back, and she had to swallow a lump that had suddenly formed in her throat. After a moment, though, she felt Spike’s claw on her shoulder. She looked down and saw him giving her an encouraging look. “It’s okay, Twilight,” he said softly before lightly pushing her to follow Rainbow, who was now looking back at them, patiently waiting.

“R-right… sorry,” she mumbled before cantering to catch up to Rainbow Dash. Once she was next to the Pegasus, they walked side-by-side through the streets, presumably heading for Sugarcube Corner. They were quiet at first, with Twilight looking around and just… taking it all in. Eventually, they passed into a square with a bunch of tents and stalls set up, each one with a pony calling out to passersby in an effort to sell something.

Again, though, many of the ponies were looking at her. Specifically, at her wings. Twilight did her best to ignore them and stay close to Rainbow Dash, but it was easier said than done. Leaving alone the fact that, being an alicorn, she was quite the oddity here, she couldn’t help but wonder... how many of these ponies did she used to know? How many might one day trot up to her and ask if she remembered them, only for her to have to let them down?

“You’re being awfully quiet,” Rainbow noted after a while, drawing Twilight out of her depressing thoughts.

“Am I?” she asked in response.

Rainbow nodded, and the two slowed to a halt in the middle of the square to face each other. Rainbow looked Twilight up and down in concern, shifting closer to get a better look. “I kinda figured you’d be asking a lot of questions, you know? This is a busy spot in town, and there’s a lot to look at.”

Twilight hesitated, sagged, and looked around, her expression solemn. “Sorry, but… I guess that’s the problem. I just don’t know what to ask about. There are just so many things and ponies out here that…” she shuffled on her hooves and looked down as if she were ashamed. “I’m feeling a little overwhelmed right now, to be honest.”

Rainbow’s expression softened considerably. “Ah, I gotcha…” she said apologetically before looking around. “Uh, well… this is the Ponyville Marketplace; pretty sure you got that just from all of the ponies selling stuff.”

“Yeah, I got that,” Twilight nodded before turning and looking around again. The two were quiet for several moments, with Rainbow fishing for something she could say, or some suggestion she could make. Spike looked between the two of them, his expression becoming more strained.

But then, an idea came to him. His face lit up, and he tugged on Twilight’s mane to get her attention. “How about this: Let’s go see the girls, and together we can all go on one big tour of the town! They all have their own favorite spots, and we can go around and see them all, and they can tell you all about them!” He suggested with a hopeful smile while throwing his arms open.

Twilight looked down at him for several long seconds, processing the idea. It sounded as good as any and running through it in her mind, it actually made more sense than just pointing at something and asking about it. There would be some clear direction, and so she smiled and nodded. “You know, I think that’s actually a pretty good idea. It’ll be a great start, at least,” she agreed before glancing back at Rainbow. “Although, if we’re lucky, this visit with our friends will jog my memory.”

Rainbow visibly winced the moment Twilight said that but was quick to shove down any discontent she was putting on display. “We can hope. Good suggestion, Spike.”

“Eh, I can be useful sometimes,” he replied with a toothy grin before the trio pressed on. If nothing else, Twilight thought, Spike’s idea was a good one, and it gave her something to look forward to. A reintroduction to her home, her ‘friends,’ and if all went well, a prime opportunity to feel comfortable calling them that again.

But still… even with that spark of motivation and optimism, she couldn’t get rid of the feelings of shame that filled her heart and soul whenever somepony they passed stopped what they were doing to stare at her with a recognition that, try as she might, she could not return.


“Uuuugh, I’m booooooored!” Pinkie Pie wined from her place by the second-floor window of Sugarcube Corner. The decidedly poofy earth pony spun around on her posterior to look at all of the other ponies in the room with her. “They should have been here by now. Do you think they got lost? No, probably not. I know Rainbow Dash could never get lost in Ponyville. She knows this place like the back of her hoof, although now that I think about it, Rainbow’s hoof doesn’t quite look the same, since Chrysalis bit it and left a nasty scar. She did leave a scar, right? I dunno, I never actually looked. I just assumed because she and Twilight were a thing and mares totally love scars so-”

“Pinkie Pie,” Rarity cut her off from her spot near the stairs with a flat look and a dry voice. “You are rambling.”

“Again,” Applejack, who was leaning against one of the walls with her hat lowered over her eyes, added with a huff. “Yer anxious, we get it, but can ya try an’ tone it down a bit? Ramblin’ like that ain’t helpin’.”

“Oh, right! Sorry,” Pinkie apologized before looking out the window again. The silence came back, weighing heavily down on all of them. It had been like this ever since they had gathered. Brief moments of conversation would briefly disturb an otherwise perpetual silence. They had all had a few days to cope with the news, of course. Rainbow had had Spike send them all a letter explaining Twilight’s condition the after she learned about it.

Each of them had handled it in their own way, some better than others. Of course, of the group, there was one mare who took it all far worse than the rest. The yellow pegasus in question was currently resting on top of Pinkie’s bed, her face all but hidden by both, her long pink mane and equally long tail. She had practically wrapped herself up in a cocoon of hair and had contributed almost nothing to the conversation.

Finally, Rarity could stand her silence no longer. Rarity abandoned her post by the stairs to gingerly approach Fluttershy, looking worried. “Fluttershy?” she called like she might to a small, frightened animal. The word was enough to draw the forlorn gaze of the despondent mare in question. “How are you holding up, darling? You’ve been… much quieter than usual.” As Rarity spoke, she settled down onto her haunches by the bed and reached a hoof out to Fluttershy’s shoulder.

Fluttershy gave a slow nod and an appreciative smile, though it was clearly forced. “Oh, um, yes, I’m okay. I’m just… thinking…” she said before her smile fell away, once again replaced by a somber look.

Rarity tilted her head. “May I ask what about?” she ventured, though she had the feeling she already knew.

“Ah don’t think ya need to ask, Rarity,” Applejack confirmed, her eyes fixated on Fluttershy. “Ah think she’s thinkin’ about the same thing the rest of us are.”

There were several seconds of silence before Fluttershy gave a slow nod and a weak sigh. “Do you think she’ll remember us when she sees us?” she asked in a quivering voice. “Will we jog her memory?”

It was like a pin had dropped. Everypony winced, and even Pinkie Pie’s slightly cheerful demeanor became forlorn in an instant. Nopony spoke or moved. Eventually, Applejack left her spot by the wall and went over to join Rarity by Fluttershy’s side. “Ah dunno, sugarcube… Ah hope so, but Ah’m tryin’ not to get mah hopes too high.” she slowly said.

“Oh… right…” Fluttershy mumbled before resting her chin on her forehooves again. “Okay…”

Several seconds of silence came and went, nopony quite sure what to say. Thankfully, Pinkie got an idea. She turned away from the window and shuffled back over to the group, still managing to smile in an attempt to cheer up everyone else. “Don’t worry. Even if Twilight doesn’t remember us, she’s still our friend, and we’re still her friends! And do you wanna know what the best thing we can do for her is?” she asked, her voice sounding almost playful.

Applejack gave her a questioning glance and a raised eyebrow. “Uh… Ah get the feelin’ yer gonna tell us.”

Pinkie grinned. She then reached into her mane and yanked out a water pistol. “We make her the super-duper special guest of honor in the ‘Welcome Back to Ponyville’ party that I promised Rainbow Dash I would throw for them!” she declared before pulling the trigger on her water pistol, causing a stream of confetti to fly out of the barrel and into Applejack’s face alongside the buzzing of a kazoo.

Applejack’s expression flattened when Pinkie was done and shook her head wildly to get rid of all of the confetti. Rarity rolled her eyes in amusement, while Fluttershy finally managed to wear a genuine smile. She giggled quietly, amused by Pinkie’s antics, then nodded to agree with her. “I’m sure it will be wonderful, and I’m sure they will both love it. You’ve had it all set up since we got home, haven’t you?”

“Oh, I dread to think…” Rarity mumbled under her breath with fake dread.

Pinkie Pie snorted. “Pfft! Oh, puh-lease! I’ve had it set up since before we left! All we need to do is schedule a time and a place!”

Fluttershy tilted her head in confusion. “You’ve had it set up since… Um… how?”

Pinkie Pie’s eyes suddenly narrowed, rapidly shifting left and right. She then leaned in close to Fluttershy as if to tell her some huge secret. Fluttershy shifted a little closer and perked up her ear, curious.

“Ha. ha. Please.”

Applejack slammed a hoof into her face. “C’mon, Pinkie, ya can’t rely on that one sentence to explain everythin’.” she groaned out in mild exasperation. Pinkie just rolled her eyes and reached out a hoof to poke Applejack on the tip of the nose.

“Sure I can!” she shot back. “It’s not my fault you all can’t understa- oh, woah!” she suddenly stopped mid-sentence to let out an exclamation of surprise. Her ears flopped down over her eyes, her eyes fluttered, and one of her knee’s twitched erratically as if someone had stuck it with a cattle prod. She looked down at herself, then back up at everypony else with a smile. “I think they’re here.”

As if on cue, there was the sound of a door slamming open downstairs, followed by the voice of Rainbow Dash calling out. “Hey, we’re here!”

“Pinkie sense?” Applejack asked.

“Uh huh.”

“I figured as much,” Rarity nodded along.

Fluttershy quickly got to her hooves, joining the others in heading for the stairs, eager and ready to find her two foalhood friends and welcome them home.


The front room of Sugarcube Corner was surprisingly empty. In fact, it was as if the place was closed. Were it not for the lights being on and the door opening with no fuss, Twilight would have assumed it was closed. Rainbow was currently hovering a few feet in the air and looking around in confusion. “Huh… where are they?” she wondered out loud.

“Maybe they’re upstairs?” Spike suggested.

“Maybe…” Rainbow muttered before falling back to her hooves and glancing at Twilight. The alicorn was presently looking around the room with a curious and searching gaze, slowly trotting up to the counter and glass displays.

“So… judging by the name of the place, the smell of cookies and cupcakes, and all of the pastries and baked goods on display here in the front… I’m going to assume that this is a bakery,” Twilight deduced before looking back at Rainbow with a small smile. “Am I right?”

“Spot on,” Rainbow replied happily while trotting up next to Twilight. She looked down into the display herself and gave an impressed whistle. “Heh… looks like Pinkie’s been busy…”

“She must be a pretty good baker. It smells wonderful in here,” Twilight mused thoughtfully, her mouth already starting to water again. She glanced over a Rainbow with a question in her eyes. “You told me last night that she’s the ‘odd’ one of the group.”

“‘Odd’ is putting it mildly,” Spike added in with an amused huff, crossing his arms over his chest. “That mare can break the laws of physics.”

“I think you’re probably exaggerating,” Twilight replied skeptically while giving Spike a sideways glance. “I mean, we all have to follow the same laws. Reality wouldn’t work if we-”

“WOAH!”

There was suddenly a loud crash and a high-pitched shriek from behind them, prompting the two ponies and one dragon to spin around and face the source of the commotion. There, laying in the middle of the floor with a disgruntled expression, was a pink earth pony mare with a slightly darker pink mane and tail. Her eyes were a bright sky blue, and her cutie mark was of three party balloons.

She pouted up at Twilight in disappointment. “Aaaaw, why did you have to remind me about the laws? Now I have to follow them for, like, ten minutes!”

“I… what?” Twilight asked out loud, confused. Her gaze then drifted up past her and to the rest of the group. She recognized them from the photo album, looking back at her and Rainbow with hopeful expressions, seemingly unphased by Pinkie Pie’s odd statement. Rarity, Applejack, and… Fluttershy. She looked at the yellow pegasus in particular for several seconds before Pinkie picked herself back up.

The two groups just looked at each other, and all eyes were on Twilight. She looked back and forth between them all and shrank down beneath their gazes. “Uhm… uh… h-hello,” she eventually stammered out before taking a step forward. “Uh… you’re all my… friends, right?” she finally asked, her ears drooping.

“Yeah, we are,” Applejack confirmed quietly before stepping forward. “Ah imagine Rainbow’s already told ya all about us, but Ah’m gonna introduce myself anyway. My name’s Applejack. It’s…” her face grew into a warm, if strained smile. “It’s a pleasure to see ya again, Twilight.”

“Right… uhm… it’s nice to meet you,” Twilight said hesitantly, though her heart withered in her chest when she saw the hurt look in their eyes when she said that. She shrugged it off for now, though, and turned to Pinkie Pie. “And you’re Pinkie Pie, right? The baker and odd one?”

Pinkie Pie nodded and bounced up to Twilight, throwing her forelegs around her in a tight hug, eliciting a startled squeak from her. “Yupperooni, that’s me! Pinkie Pie, the local party planner, and baker!” she declared before leaning back and giving Twilight a more gentle smile. “I’m really, really glad that you’re okay, Twilight.”

Next was Rarity, who stepped forward to give a small curtsy. “So are we all. You were hurt pretty badly… And I’m sure Rainbow mentioned me,” she said, shooting Rainbow a pointed look.

“Yeah, and so did Spike,” Twilight replied, though she tilted her head in confusion. “They had… strangely different descriptions of you, though.”

“Oh? How so?” Rarity asked, glancing at the now furiously blushing drake with a knowing look.

“Well, Rainbow described you as ‘the frilly one,’ - although her tone suggested that she thinks it’s endearing,” Twilight explained, oblivious to Spike’s frantic gesturing. “But Spike described you as the most beautif- ACK!”

She was cut off mid-sentence when Spike slapped her on the shoulder and then reached up to grab her chin when she turned to glare at him. He then pointed her face at Fluttershy and pointed his other claw at her for emphasis. “Hey, there’s Fluttershy, go say hi to her!” He said way too quickly to be believable.

Twilight tore her chin out of his claws and blinked down at him, confused by his outburst, then at Rainbow Dash for an explanation. She just shrugged and nodded for Twilight to carry on. Still a little confused, Twilight turned her attention to the one mare who had yet to step forward. The others slowly moved aside, allowing Twilight to make her approach.

Fluttershy looked back at her with an expression of apprehension. Her bright yellow hooves toyed with a lock of her mane, and she stayed rooted in place. Most of her face was hidden behind her long pink mane, save for one eye that peeked out hesitantly. “Um… hello, Twilight…” she whispered. “Do you… remember me?”

Twilight came to a stop a few feet away from Fluttershy and gave a slow, apologetic shake of her head. “No, I don’t… I’m sorry,” she said quietly before looking down. “I know we were close… Rainbow and Spike’s stories, and the photos made that pretty clear, but…”

“Were?” Applejack asked doubtfully, trotting up to Twilight’s side and giving her a warm smile. “Twi, ya might not remember it right now, but we are close, not were.

“Yeah, she’s right! You just need a little time to figure out how good friends we are!” Pinkie chirped, bouncing up to Twilight’s other side with a wide grin. “And I plan to throw you and Rainbow and Spike a fantabulous welcome home party at some point in the near future! I just need the perfect time!”

“You may not remember us as your friends, Twilight,” Rarity added, circling around the group to be next to Fluttershy, a more reserved smile on her face. “But we know you as ours. Nothing, not even a little case of amnesia, will ever change that.”

Fluttershy nodded along, her face slowly revealing itself from her mane. She finally seemed to gain her courage, as once Rarity finished speaking, she stepped forwards and drew Twilight into a hug. Twilight tensed at first from the unfamiliar contact but was soon able to relax in it. “I’m just so glad you’re back home, Twilight…” Fluttershy uttered in barely even a whisper, shaking softly.

Fluttershy didn’t say anything else, instead opting to tighten her embrace and hold Twilight close. Finally, after several seconds, Twilight returned the embrace, sitting down on her haunches to do so. She was hesitant, but nonetheless, she could feel Fluttershy relaxing in her hooves.

The newfound silence was broken by Pinkie clearing her throat. “So… group hug?” she questioned eagerly.

Twilight looked at all of them, one by one. She didn’t know them… and the prospect of so many ponies that were all but strangers to her huddled around her all at once made her feel more than a little uneasy. But they knew her as their friend, and their friend would want that group hug.

“If I’m going to be their friend…” she thought before offering a small smile and a nod. “Sure. Group hug.”

Pinkie didn’t need to hear any more than that. She shot right over to them and wrapped her forelegs around both of them. Rarity joined in, then Applejack, and soon, every single pony and dragon in the room was entangled together in the center of sugarcube corner, surrounding Twilight with their warmth, their smiles, their friendship...

Twilight had to admit… it wasn’t as bad as she thought it would be.

Favorite Places

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Once the group had all untangled themselves from the group hug, Spike had filled them all in on the idea for them to take Twilight on a personalized tour of Ponyville, with each pony taking her to their favorite place. They had all been more than happy with that plan, and Pinkie Pie had quite eagerly volunteered to start them off. None had any objections, and so she led the way out of Sugarcube Corner and back into the streets of Ponyville.

The rest of the group formed an almost protective circle around Twilight, with Rainbow Dash, Fluttershy and Spike sticking by her side more than the rest. As they went, Pinkie Pie began talking at a breakneck pace, not stopping for breath even once. At least, not from what Twilight could tell. The things she spoke about ranged from something as menial as washing the dishes with her mane for the heck of it, to something horrifying sounding like the time Applejack accidentally poisoned the whole town with some very poorly made muffins.

Applejack had looked more than a little sheepish as Pinkie retold that story.

All the while, Twilight listened with rapt attention, hanging on to every word. A lot of the things Pinkie was mentioning flew right over Twilight’s head, of course, as she was lacking any context, but she found herself enthralled all the same. Winter Wrap Up? What was that? Oh well, who cares? She wanted to know more about how she apparently caused an avalanche on that day!

After maybe ten minutes of trotting through the streets, they came to a stop in front of the tall building that Twilight had accurately assumed was the town hall. It was a comparatively impressive structure, standing a good four stories tall, five if you counted the cone-shaped roof. A few ponies could be seen coming in and out, chattering amongst themselves as they phased in and out of the steady flow of ponies in the rest of the town.

Pinkie Pie pointed at the building with a large grin on her face. “This is my favorite place in all of Ponyville!” she declared, then put a hoof to her chin with a thoughtful expression. “Although, all of Ponyville is my favorite place in Equestria, tied with my family’s rock farm... but I have a special place in my heart for town hall!”

“Really?” Rarity asked in genuine surprise, raising an eyebrow. “I wasn’t expecting that from you.”

Pinkie giggled and rolled her eyes at the unicorn. “Well, it’s not because of the ponies who work here, though they’re all great too!” she turned on her hooves and gestured widely. “This is my favorite place in Ponyville because it’s where Nightmare Moon first appeared! And if she hadn’t shown up, our friendship would not be anywhere near as strong as it is now! Rainbow and Twilight might still live in Canterlot, and we wouldn’t have the Elements of Harmony!”

“Oh, I see now. Good point,” Rarity conceded with a sage nod and a small smile.

Twilight nodded along, soaking it all in. Her face screwed up with thought at one of the names. “Nightmare Moon… Could somepony fill me in?” she asked curiously, glancing at all of the others. “I mean, I’ve seen the name mentioned in a few of the books I read while I was recovering in the Crystal Empire, but I didn’t know we met her.”

Rainbow grinned and draped a foreleg over Twilight’s shoulders. “Met her? We did a bit more than that!” she said smugly. “She wanted to make the night last forever, so we shot her with some magical friendship rocks and saved the day! Literally!”

“Friendship rocks?” Twilight questioned the odd description.

“She means the Elements of Harmony,” Fluttershy clarified from the side, shooting Rainbow a small frown.

“Yeah, and she was also totally foal-napped!” Pinkie Pie chimed in with a certain predatory look in her eyes.

Rainbow became visibly flustered at that comment, and she shot Pinkie a rotten look. “Pinkie… did you really need to remind me of that?”

Pinkie shook her head. “Nope,” she then pointed a hoof at Twilight. “I was reminding Twilight.”

“You were foal-napped?” Twilight inquired, glancing over at Rainbow with a raised eyebrow. “Now I’m curious.”

Rainbow’s face turned a vibrant shade of red, and she withdrew her hoof from Twilight’s shoulders. “Er, yeah… My own aunt foal-napped me to try and make me her personal servant and stuff. It was not a fun day.”

Twilight’s face scrunched up in thought. “Wait… I thought Luna was your aunt?”

“Oh, Nightmare Moon and Princess Luna are the same pony, or somethin’” Applejack pointed out, circling around to be in Twilight’s line of sight.

Twilight blinked in confusion. “...Uh?”

“It’s kinda complicated,” Rainbow said slowly, trying to think of how to put it. “To put it simply, Luna had an emotional meltdown a long time ago. She turned evil because she let her own jealousy and resentment for mom get the better of her. She transformed and became Nightmare Moon. She was still the same pony, just…” she shrugged and looked up at Canterlot on the distant mountainside. “All of the good in her was buried by all of the bad.”

“Oh… that’s fascinating!” Twilight exclaimed energetically, her eyes lighting up while her brain set to work. “Do you know how it works? The science behind it? I’d love to know more!”

Applejack snorted in amusement, a coy look on her face. “Askin’ RD about somethin’ magical? Ah think-”

“It’s complicated,” Rainbow cut the farmer off with a smug look of her own. “But mom described it to me once. She said it was a ‘duality of the mind,’ or something like that. With as much power as alicorns tend to have, if they let their worst instincts direct their actions, then that magic can corrupt them and turn them into Fallen Alicorns. Something to do with lights casting shadows and stuff. You’d have to ask mom or Aunt Luna for more information on that, though.”

Twilight looked a little disappointed by the vague answer but nonetheless gave a sharp nod. “Alright, I’ll do that at some point,” she said eagerly before looking up at the town hall. “So, town hall... I assume this is where the mayor works?”

“Yep!” Pinkie chirped with a small bounce. “The mayor works here, and so do a lot of other ponies that make sure Ponyville functions just right to be the best and friendliest place in all of Equestria! The mayor’s really nice, too! I do volunteer work here sometimes if the mayor needs help filing documents or sorting things.”

There was a moment of silence. All eyes were on Pinkie.

“Uhm… what?” Fluttershy asked in surprise.

“What?” Pinkie echoed, looking confused by her friends' confusion.

Spike pointed a claw tip at her, a skeptical look on his face. “Pinkie Pie, you volunteer for organization?”

The light bulb lit up, and Pinkie grinned. “Well, yeah! I have an excellent filing system. I kinda have to if I wanna throw parties for everypony I know for the next… lemme check!” she dug a hoof into her mane and withdrew a folder crammed with papers. She flipped it open and looked at the first page with a scrutinizing gaze. “About… the next one hundred and fifty-eight years!”

With that, Pinkie placed the folder back into her mane, never to be seen again.

Spike shrugged his shoulders. “You know what? I believe it.”

Before anypony else could make comment, Twilight darter over and was in Pinkie’s face, eyes wide. “Pinkie… do you mind telling me where you got that?” she asked quickly, her eyes locked onto Pinkie’s poofy mane. “And where did it go? Is it still in your mane?”

Pinkie just lightly patted Twilight on the head with an oddly smug smile. “Haha, please,” she dismissed before bouncing to one side and pointing at Fluttershy, ignoring Twilight’s splutters of protest. “Your turn, Fluttershy! What’s your favorite place in Ponyville?”

Fluttershy immediately shrunk back as the attention flew over to her. “Oh, uhm… uh… it’s this way,” she finally said in a hushed tone while pointing off in one direction.

“Lead the way, then, Sugarcube,” Applejack encouraged her with a smile and nod.

Fluttershy smiled back, relaxing somewhat from the encouragement, then started to trot down the street, the rest of the group in tow.

“Are none of you going to question what just happened with Pinkie’s mane?!” Twilight called after them, still looking more than a little baffled.

Rainbow, from her side, just nudged her in the ribs with a knowing look. “Trust me: You don’t want to do this again.”

Twilight glanced at Rainbow incredulously. “Again?”

Rainbow shrugged her shoulders ‘innocently.’ “I’m just saying, when you did this before, you were so embarrassed by it all that you made me promise not to speak of it again, under pain of a book to the head.”

Spike chuckled, quickening his pace to catch up with the others. “You needed a trip to the hospital once, too. Broken forelegs are nasty.

Twilight stayed rooted in place for a few moments, watching the others go on ahead. She quickly recovered, shook her head and trotted to catch up. And all the while, she was absolutely transfixed by Pinkie Pie’s mane. “How do you function? I must know…” she whispered under her breath, determined to solve this mystery... someday.


After maybe ten minutes of walking through town, Twilight noticed that the buildings were actually starting to thin out quite considerably. The number of ponies they were running into was also declining at a rapid rate. It was as if they were leaving Ponyville entirely. They left the hoof-worn dirt streets behind them to transition to lush green grass and stray flowers. They passed between a few trees and bushes before emerging into a charming, out-of-the-way glade.

Twilight paused, lagging behind the rest so she could take stock of the place. It was large and barely touched, that was for sure. Puis. it was almost entirely enclosed by natural growth. A thin wall of trees and shrubbery was behind the group, while far ahead of them was a much denser wall of trees that would surely transition into the Everfree Forest if one dared venture far enough.

The group came to a stop as Fluttershy turned to face them, gesturing at the open field before them with a warm smile and a shine in her eyes. “Here it is, my favorite place in Ponyville,” she announced in the most cheerful voice she could muster.

Rainbow let off an amused snort, crossing her forelegs over her chest while hovering just a few inches over the ground. “Yeah, makes sense. You always liked the outdoors, Fluttershy.”

Twilight looked back and forth, scanning the field, then eyed Fluttershy with a raised eyebrow. “Okay, so… your favorite place in town is the part that looks the least like a town...” she commented thoughtfully before a small smile crossed her features. “It makes sense. Rainbow and Spike told me how much you love animals and nature, so I can see you coming here to get away from civilization or something.”

Spike grinned widely and casually leaned against Twilight’s side. “Heh, I knew we told you good if you can deduce that much,” he said in a cocky voice, drawing a bemused frown from the alicorn.

Rainbow scoffed and lightly thwacked Spike across the back of the head. “Or, you know, she’s Twilight, and she’s super smart. Seriously, when she was at her A-game, I bet she could figure out how fast I can fly by looking at a grapefruit as I flew by.”

Applejack raised an eyebrow with a teasing and playful smirk. “Are ya sure 'bout that, RD? Sounds to me like ya just let out a mighty big example of bias exaggeration.”

Rainbow pouted at the farmer indignantly but made no further comment.

Fluttershy tittered lightly behind a hoof at their antics before returning her attention to Twilight. “Well, Twilight, uh, I don’t know about ‘getting away from civilization,’ but I do come here a lot to connect with nature and meet new animal friends.”

Twilight nodded, slowly stepping up to Fluttershy’s side to look around. “Well, it’s definitely beautiful… I could see myself relaxing here sometime.”

Fluttershy also gazed out at the glade, a distant, hopeful look creeping into her expression. “It really is… I’ve made friends with so many cute and fuzzy critters here, and so many of them needed my help…” her expression darkened just a tad, drawing a curious glance from Twilight.

“I take it you can’t help every animal that comes by, though?” She ventured, and judging by the disappointed sigh let off by Fluttershy, she hit the nail right on the head.

“Don’t beat yourself up over it, Darling,” Rarity said encouragingly from towards the back of the group, having been none too keen to tangle directly with the bushes. “You’re only one pony, after all, and the work you already do is simply magnificent.”

Fluttershy glanced gratefully back at Rarity. “Thank you. I know I can’t help every single animal… but I really want to...” she looked longingly out into the glade.

Twilight hummed, analyzing the environment some more. Before she could formulate a proper response, though, Fluttershy spoke up, albeit in a quieter voice. “Uhm, if I’m being honest… I always sort of imagined some sort of natural wildlife sanctuary right here, in this glade. Somewhere where sick or injured animals could go to rest and recover before returning to the wild…”

Rainbow drifted over, a strange smile on her face. “What’s stopping you? If you wanna do it so bad, I say do it. Hay, I could even speed up the approval process for you.”

Fluttershy was remarkably quick to dismiss the idea, waving her hoof at Rainbow. “Oh, no, I couldn’t ask you to do that!” she protested before looking at the glade again. “I know how much you dislike using your royal authority… I would never ask you to use it except in dire emergencies.”

Rainbow just chuckled and shook her head. “Hey, for my best friends, it’s really no biggy.”

Fluttershy gave a small smile at that but still shook her heads in refusal. “I appreciate it, but, um… I don’t think I’m ready to try it…” she looked ahead at the glade, her eyes shimmering with resolve. “It’s just so daunting, and there are so many things to consider, so many things that could go wrong… It’s scary to think of what might happen if I do a bad job...

”Someday, though. When I have a bit more experience, especially with the strange and the exotic, and I know everything I need to know in order to make that sanctuary the best it can possibly be,” Fluttershy concluded hopefully, giving her friends a grateful smile for their support.

“Ah’m sure it’ll be a right amazin’ sight, ‘Shy,” Applejack stated in encouragement, giving a sharp nod of her head and a wink. “And Ah can’t think of one other pony better suited for the job.”

“I concur,” Rarity added, stepping up until she was beside Fluttershy. “And when you are ready for that project, don’t hesitate to call on us to help you.”

“Yeah, that’s why we’re here!” Pinkie loudly enthused while bouncing forward and draping her forelegs over Rarity and Fluttershy’s shoulders. She paused, her face scrunching up in thought. “Although we’re also here for parties, campfire stories, cupcakes, sleepovers, wall demolition...”

Rainbow glanced over at Pinkie Pie in surprise and confusion. “Wait, you’ve demolished walls?”

“Four of them,” was the simple response.

Rainbow crossed her forelegs and let out a small huff of bemusement. “I ever tell you just how random you are, Pinkie Pie?”

Pinkie reached into her mane and withdrew a clipboard with her hoof, while a pen became perfectly balanced in the curl at the front end of her mane as if ensnared by the tentacle of a hungry octopus. She eyed the clipboard, then grinned at Rainbow. “Exactly seven point five times.”

“Point five?” Spike inquired, his face twisting with confusion.

“She didn’t get through saying it last time, because I was busy throwing a prank pie at her face!”

“Ah, okay.”

Twilight stared at Pinkie Pie intently, one of her eyes starting to twitch. “Reveal to me your secrets…” she thought to herself, her desire to understand this pony growing even more intense.

Spike looked up at her, a warning on his face. “Just don’t question it, Twilight.”

Fluttershy chose this moment to cut in with a dainty and quiet clearing of her throat, drawing the attention of all the others. She smiled at them, notably Rarity, Applejack, and Pinkie. “Well, thank you all very much for the encouragement. I appreciate it. But, uh, there really isn’t much more to see here. It’s quiet, it’s relaxing, it’s peaceful, but my favorite place isn’t really all that interesting…”

“I disagree,” Twilight countered swiftly, putting Pinkie out of her mind for now. She cleared her throat and continued. “What I mean to say is, I think that that this place is, just like you said, peaceful and relaxing, and it sounds like it gets a lot of animal traffic. The things somepony could learn by just sitting, waiting and watching what happens here could be very interesting. And that’s not even mentioning this dream you have for an animal sanctuary. You could talk about it for hours and hours, couldn’t you?”

“Oh, uh, I don’t know,” Fluttershy looked down at the soil and brushed her hoof through the grass in a display of nervous energy. “Maybe not hours. Uh… but, one hour, maybe?”

Twilight just smiled. “Maybe we can come here and you can tell me about it in-depth sometime. It’d give me a chance to get to know you again, and it’d give you a chance to get somepony else’s perspective.”

Fluttershy pondered those words for a second, then smiled warmly with a cheerful nod. “That sounds like a wonderful idea!” she agreed before turning and looking back at the rest of the group. “Anyways, uh… who wants to show Twilight their favorite place next?”

Applejack swiftly raised a hoof. “Ah volunteer! We’re already on the outskirts, and mah favorite place happens to be on the edge, too,” she declared enthusiastically, drawing a flat look from Rainbow.

“Is it your farm?”

Applejack nodded without even missing a beat. “Sure as sugar. The home’s where the heart is, after all!”

Twilight raised an eyebrow, her attention now on Applejack. “Rainbow and Spike did say you live on and work on a farm… Sure, let’s go see it.”

Applejack gave a big grin and nodded off to one side. “Alrighty, then. Follow me, y’all!” she said before taking off at a far brisker pace than Fluttershy had used, and the group followed after her without hesitation.


The group passed back through a section of town, then turned off down a path that led back out that was framed with healthy looking trees and bushes. As they went, Twilight noticed that the foliage was becoming more uniform. Out of curiosity, she glanced up into one of the trees and noticed the healthy, bright red apples that hung from the branches.

“Right, here we are; the orchard of Sweet Apple Acres!” Applejack announced after a time, coming to a stop and pointing further down the path. “And up there is the farmhouse and barn. Apple Bloom, Big Mac, and Granny Smith are all up there right now.”

Twilight looked around, soaking it in and taking note of just how far the apple trees went. There were hills upon hills of them that reached quite far into the distance. “Wow, you’ve got quite the orchard…” she remarked with an impressed raise of her eyebrows.

“Enough trees to feed all of Ponyville and trade with other towns; although we mostly leave that to the Rich family,” Applejack explained with a nod and a smile. “Harvestin’ season’s still a ways off, though. Ah just hope it goes better than last year.”

Twilight furrowed her brow when she noticed everypony else visibly cringing or wincing. She glanced back at Applejack skeptically. “Did something bad happen last year?”

Applejack shrunk back at the question, looking remarkably sheepish. “Er, yeah… remember the story Pinkie told ya about me, uh… poisonin’ the whole town?”

Twilight’s eyes widened. “Oh, right…”

“Same incident. My big brother, Big Macintosh, hurt himself that year. He wasn’t able to help out with the harvest as usual, and Ah kinda got it in my skull that I could do it all on my own.”

“A mistake I hope you don’t make again,” Rarity chided with a frown. “You ran yourself ragged.”

“What happened?” Twilight pressed, glancing back at the others. “Details, please.”

Rainbow sighed and looked down at her front with an uncomfortable cringe. “Lots of stuff. With her being as exhausted as she was, AJ wasn’t really being as productive as normal. She volunteered to help out around town with a lot of things that week and, uh…”

Pinkie didn’t miss a beat, filling in the blanks. “She poisoned a portion of the population with muffins filled with potato chips, earthworms, flowers and other nasty stuff, like I told you earlier. She also gave Rainbow Dash a pretty nasty bruise and a minor concussion by launching her into the air with a catapult. She terrified an entire bushel of newborn baby bunnies… am I missing anything?”

Spike crossed his arms and let out a disgruntled huff. “Hey, those muffins were pretty good!”

“Says the gem-eating dragon baby,” Rainbow retorted with a playful tone.

Spike’s cheeks puffed up in annoyance. “You all just need to expand your horizons.”

“Hey, I expanded my horizons! I ate one of those muffins,” Pinkie protested before shuddering in disgust. “Eugh… I’ve never felt so sick…”

Applejack’s face was tinted a deep scarlet now, and she had lowered her hat in an effort to hide her face. “A-anyways! The point is, Ah was too stubborn for my own good and…” she lifted her head enough to look at Twilight, offering her a grateful smile. “Well, Twilight, ya managed to convince me that Ah needed help. It took ya some doin,’ but ya didn’t give up. In fact, Ah think y’all were a bit more stubborn than Ah was…”

Twilight nodded and looked around again, taking that information in. “So… I’m stubborn when it comes to my friends?”

“You don’t give up, that’s for sure,” Rainbow pointed out before nudging Twilight in the ribs with her elbow. “When you’re determined, you go for it…” her expression turned a touch more solemn. “And… you made sure I didn’t give up, either.”

Twilight paused and looked at Rainbow curiously. The look in the pegasus’ face and the tone of her voice were forlorn as if she wasn’t proud of what she was remembering. Before she could press the matter, though, Applejack’s voice cut through the air.

“Anyhow, Ah don’t really have much else Ah can say. Like Ah said, home is where the heart is, and Sweet Apple Acres is mah home. Ah live here, Ah work here, Ah sleep here, and my family’s here,” she said before glancing at the group as a whole again. “So, uh… who's next?”

Rarity stepped forward and cleared her throat. “I volunteer! We’ve been walking through nature, for quite a while now and as beautiful as it all is…” she lifted up a hoof and cringed back in revulsion at the spots of dirt that had gotten on her otherwise magnificently well-kept hooves. “The dirt is getting to be a bit much… my favorite place also happens to be the same place where we can get ourselves tidied up.”

There were no objections, and everypony fell into step behind Rarity as she made her way back into town. As they went, Twilight lagged a little behind, running over what Applejack and the others had told her. “So, I don’t give up, especially when it comes to my friends?” she pondered before looking to her side at Rainbow Dash, and Spike on her back.

“Those two aren’t giving up on me yet…” her eyes drifted to the rest of the group, and a small smile appeared on her face. “And neither are they...”


“Welcome to the Ponyville Spa!” Rarity announced as the group stepped into the building. Twilight glanced around, examining the front lobby with curiosity. It had a color scheme comprised of soothing purples and whites, and the chairs in that front lounge looked notably soft and comfy. Soft music played over a well-hidden speaker system, adding a tranquil quality to everything. There were a few ponies scattered around, seemingly waiting for others to be done with their treatments.

The air was filled with a potent but pleasing scent, one that tickled the nerves and the brain as it flew up Twilight’s nostrils. She couldn’t help but take in a long, deep breath, and let it out in a sigh. “It smells wonderful in here…” she awkwardly observed.

“Eh. Smells a bit too strong and flowery for me,” Rainbow countered casually before shrugging her shoulders. “But eh. Lotta ponies like it, I can’t complain too hard.”

“Oh, the wonderful aroma is only a small part of the experience,” Rarity exclaimed with a barely contained giddiness. “This is one of the best spas I have ever been to! The owners, Aloe and Lotus, are absolute masters in their craft! Any trip here is sure to leave you feeling refreshed and ready to take on the world!”

“Yer kinda sounding like the advertisin’ fliers there, Rarity,” Applejack commented cheekily, earning a dismissive huff from Rarity.

“It’s not my fault if their blurbs happen to be true! Besides, this is my favorite place to come, especially after a long day of work at the Boutique. Aloe and Lotus know just how to make me unwind. And as a little extra cherry on top, their accents are amazing!”

“Okay, I have to agree, their voices are pretty awesome,” Rainbow reluctantly added.

Rarity nodded proudly at Rainbow, then looked to the rest of the group expectantly. “But I brought us here not just because this is my favorite establishment…” her eyes glued themselves to Twilight, and a sympathetic look spread on her face. “Twilight, dear, you have had a very stressful time since you woke up in the Empire without your memories. I can see how tense you are, and I’ve seen the anxiety in your face more than once. So I thought it would be nice if you were treated to the very best of the Ponyville Spa.”

Twilight’s eyes flew wide open in surprise, and she took a step back. “W-what? Oh, uh, I don’t think that’s really necessary-”

“No no! I’ll have none of that!” Rarity interrupted Twilight with a raised hoof. “I shall not hear any refusals. This is my treat to you, Twilight. It is the least I can do for you. And believe me when I say this… you need it.”

“Go on, Twilight,” Spike urged with a big smile. “Rarity’s got a point; you’ve had it rough. Take a little while and relax.”

Rarity frowned at Spike. “Oh, don’t think any of the rest of you are exempt! Twilight may need it the most, but we have all had to deal with a lot of stress lately! Re-organizing my shop after those Changelings ransacked it has been nothing short of a disaster and a half!” she pronounced before her face twisted with a revolted grimace. “All that green slime… so many dresses ruined…”

Twilight’s brow furrowed in confusion. “Changelings…?”

The room fell quiet, and the few other customers there were looked up at the group with uncomfortable expressions on their faces. Fluttershy let out a small whimper, and Pinkie’s own normally bubbly expression turned downcast. It was Applejack that spoke up, though. “Er, Ah hope ya don’t mind, sugarcube, but it might be better to wait until later to hear that story. It’s kinda a sore subject for a lotta ponies.”

“It’s long, complicated, and…” Rainbow sighed and shook her head. “More than a little distressing to think about. I’ll tell you all about it when we get back to the library. Sound good?”

Twilight looked between all of them for several moments, confused by their sudden melancholy, then nodded in understanding. “Alright… I’ll hold you to that.”

Another few moments of silence came and went before Rarity took it upon herself to liven the mood. “A-anyway! Now is not the time to be moping around about that! We have massages, face masks, hooficures and warm bubble baths to take!”

Rainbow and Spike cringed. It was the former who spoke. “Er, you all go ahead. I don’t like ponies touching my hooves…”

Spike’s cringe shifted to a bewildered and skeptical frown. He then pointed a claw at Twilight. “Ahem.”

Rainbow blushed, once more becoming flustered. “Wha, hey! That’s… that’s different!” She protested weakly, taking a step back.

“Oh leave her alone, Spike,” Fluttershy scolded him lightly before smiling at Rarity. “I think some spa treatment is a wonderful idea!”

“Glad you think so!” Rarity nodded sharply before turning for the counter and finally making her approach, calling out for Aloe and Lotus. Twilight made to follow her, but paused and looked over as Spike and Rainbow found seats in the lounge.

“Are you two sure you don’t wanna come along?” she asked softly. “You must be pretty stressed, too.”

Rainbow shook her head. “Nah, I’m good. You go relax. You’ve earned it.”

Twilight blinked and turned to face Rainbow fully. “I’m guessing for something I did before my amnesia?” she probed, causing both Rainbow and Spike to flinch.

“Er…” Spike mumbled shakily, turning his eyes down somewhat. “I don’t think that’s what she-”

“Just go on,” Rainbow interrupted, giving Twilight a wider smile. “I kinda need to figure out where my favorite place is anyway.”

Twilight studied the two for another few minutes before nodding and following Rarity, who was now eagerly chatting with two mares behind the counter.

“Huh. They’re right. These mares do have awesome voices,” Twilight mused as she joined the others, and was soon led deeper into the spa, leaving Rainbow and Spike alone in the front lounge.


Twilight let out a very pleased groan once she and the others departed the inner depths of the Spa and returned to the lounge over an hour later. Rarity had not been kidding; Aloe and Lotus had been simply incredible. She hadn’t felt this relaxed for as long as she could remember! She couldn’t even find it in herself to feel bitter over the fact that her collective memory so far was about a week!

“Enjoy yourself?” Rainbow asked knowingly as she rose from her seat, trotting over to link back up with the group, Spike waddling along by her side.

Twilight nodded happily. “Oh, I had no idea how much I needed that!” she said in what could only be described as a ‘gush.’ “I’ll probably be coming back here pretty soon.”

Rarity just smirked in the back, pleased with herself.

“I really needed it, too,” Fluttershy chimed in with a small flutter of her eyes. “Calming down the animals at home and getting everything back on schedule must have been more stressful than I thought…”

“Yeah, good call, Rarity,” Applejack complimented as the group made their way back outside, The farmer’s eyes then fell on Rainbow Dash. “Well, I think it’s Rainbow’s turn, now,” she noted as the door closed behind them.

Rainbow blinked in surprise, then frowned. “Oh, right,” she gave a nod and looked around a little anxiously. “Uh… well… huh,” her brow furrowed and she shrugged her shoulders helplessly. “I don’t really have a favorite place in Ponyville. It’s more like…” she lifted her eyes skyward, then turned to Twilight.

The two looked at each other for several moments, a hushed and considering silence falling over the group of mares. Twilight shuffled back and forth on her hooves, the silence making her uneasy. “Uh… what is it?”

Rainbow’s face gradually lit up with a warm smile, and she held out her hoof to Twilight. “Take my hoof, Twilight. I’ll show you my favorite place in the whole world.”

There were a few knowing glances passed around between the rest of them, while Twilight eyed the outstretched cyan hoof in curiosity. “Er… Where is it, exactly?”

Rainbow winked. “It’s a surprise,” she said playfully, drawing a frown out of Twilight.

She hesitated, looking to the others for advice. In the end, it was Spike who spoke up. “Go ahead, Twilight. I think I know what she wants to show you…” he gave her a wink of his own. “And from what you told me last time, it’s worth it.”

Twilight rolled it around in her head for a second, then nodded. She stepped towards Rainbow, took a deep breath, and grasped the cyan hoof with her own. She noticed a very visible look of longing on Rainbow’s face, like there was some part of this exchange that was missing before the pegasus pulled her close. Twilight yelped in surprise and then screamed in a panic as the ground suddenly vanished beneath her hooves. The wind rushed in her ears, and she swore she felt her stomach fall into her hooves.

For almost a minute this went on, the air slowly growing cooler and thinner before, at long last, Rainbow gradually slowed down to a halt. “You alright?” she asked after a moment to a now shaking Twilight.

Twilight took a few seconds to calm herself and take deep breaths. When she spoke, it was with a clear tremble in her voice. “Uh, y-yeah, I’m okay,” Twilight replied anxiously before opening her eyes. She hadn’t even realized that she had screwed them shut. “What the heck happened? What did you do?”

Rainbow just smiled down at her, then looked past her at something far away. Twilight noticed that Rainbow looked remarkably brighter than she had before, like something obstructing the sunlight had been lifted. “Look and see for yourself…”

Twilight’s brow furrowed, but she did as she was told, slowly turning around. Her eyes went wide and her jaw went slack at what she saw. “Woah…”

Rainbow’s eyes briefly flicked to Twilight, and the pegasus’ smile grew that much warmer. “Heh… knew you’d love it.”

They were well above the highest clouds in the sky, looking out on all of Equestria. Even when they had been returning to Ponyville in the chariot, their view hadn’t been even close to this high. Twilight saw mountain ranges far off in the distance, capped with snow and peppered with stone and forests. She saw rivers flowing from the snowmelt, carving long streams across the land as they flowed for the oceans. She could just barely make out the shapes and colors of large towns and cities that hugged the riverbanks.

She could see valleys and grasslands, forests and marshes, deserts and steppes. All of it was bathed in the bright light of the early evening sun, the clouds under that light casting shadows where they hung.

“It’s… beautiful…” Twilight breathed, completely in awe.

“This is my favorite place in the entire world,” Rainbow said softly from her side. “So high up, being able to see everything in the world from such a distance… it makes the problems we have to deal with seem small and manageable… gives me some perspective, you know?”

Twilight stiffly nodded, tracing a distant mountain range with her eyes. “I suppose, yeah…”

The two were silent for a time, just taking in the view and enjoying their isolation. Rainbow periodically looked over at Twilight with a thoughtful look, but otherwise said nothing. Twilight didn’t notice this, though, as she was too busy following the current of a distant river as it wove through hills, into a cave system, and then bled off into the ocean, which was only just barely visible.

“What are you looking at?” Rainbow suddenly asked, making Twilight blink. The alicorn glanced at Rainbow, then looked out at the world.

“Uh… That river there, the one that disappears into a mountain for a minute… I was looking at that and, well... I can see everything! I see cities and mountains and forests and… it’s just… it’s incredible.”

Rainbow snickered softly, drifting just a little closer to Twilight. “Yeah, it is… and it’s even better now that you can fly up and see it with me whenever you want.”

Twilight blinked and looked back at Rainbow. “I can?”

Rainbow smirked and pointed at Twilight’s sides. “Yeah. You’re flying right now, aren’t you?” Rainbow asked knowingly.

“Wait, I am?!” Twilight suddenly shouted, glancing to her sides.

And just like that, her instincts gave way to her conscience, and her wing flaps fell out of synchronization. With a panicked yelp, Twilight suddenly dropped from the sky like a stone, only to be caught by Rainbow only a moment later. “Woah there! You okay?” she asked, giving Twilight a quick look over.

Twilight gave a shaky nod, her breaths quickly calming back down. “Uh, y-yeah! Just… I didn't even notice that I’d started flying. I lost control when I realized it…” she mumbled, letting Rainbow pull her closer.

“Must have been your new instincts kicking in,” Rainbow noted before slightly adjusting Twilight in her hooves to give her more support. “You’re an alicorn, now. You’ve got a little bit of everypony in you; including pegasi.”

Twilight hummed thoughtfully, relaxing in Rainbow’s hooves and looking out at the world again. “A little of everypony… so I have Earth Pony traits too?”

“You’re probably a lot stronger now, yeah,” Rainbow confirmed before slowly beginning their descent back towards Ponyville. At this speed, it’d be a while before the view lost any of its majesty. What was the rush, after all? “And your magic is probably a lot stronger than it was before.”

Twilight frowned at that, her eyes falling from the beautiful scenery. “That’s good, I suppose… but I can’t remember most of my spells. Just levitation…” she said with a certain melancholy in her tone.

“That one’s pretty much instinct, too,” Rainbow pointed out in sympathy. “Just about every unicorn knows how to do that, and one or two others… but hey, give it some time. Even if your memory of magic doesn’t come back, I’m sure you can do some studying and get back to where you were in no time.”

“Studying?” Twilight asked, closing her eyes and just feeling the cool, high-altitude wind passing over them.

“You’re an egghead,” Rainbow said cheekily, drawing a pout from Twilight. “You read so much it’s almost worrying, you do research projects, perform experiments. You even converted the library’s basement into your own little evil scientist laboratory.”

“I was wondering what all of those machines were for…” Twilight said in realization. “What do they do?”

Rainbow just grinned. “I have absolutely no idea.”

Twilight just shook her head in mild exasperation at that before looking out at the world below, taking in the beautiful sight and committing it to memory.

Rainbow was right. This high up, she found it hard to be worried about her amnesia. It was hard to feel worried about not knowing who her friends were, or who she herself was. It was hard to worry about anything. So high up, so far away… Just the rhythmic beats of Rainbow’s wings and the sound of the breeze in her ears.

She hadn’t seen much of the world yet, but right now, this was her favorite place, too.

Finally Found Her

View Online

As gorgeous as the view in the sky was, Rainbow and Twilight had to come back down eventually. Once they had drunk their fill of the scenery, they began their descent for the village below. As the fuzzy and distant streets came into clear focus, their eyes were met with the eagerly waiting faces of their friends looking back up at them.

Rainbow did one or two slow, lazy circles as they lowered in altitude, before finally coming to a steady hover a few feet above the ground. She released Twilight from her hooves, allowing her to land on the ground. Satisfied, Rainbow touched down right by her side and waved at their friends. “We’re back.”

Rarity wore a knowing smile on her face and nodded emphatically. “We can see that. So tell us, darling,” her eyes focused directly on Twilight. “Did you enjoy the view?”

Twilight nodded in return, a dreamy smile on her face as the memory of the sight played before her eyes again. “I did, yes. It was beautiful…”

Spike’s face broke out into a smug smirk, and he waddled up to Twilight’s side. He leaned in and lightly elbowed her in the ribs, getting her attention. “I told ya it was worth it,” he quipped lightly.

Twilight giggled at him. “Yes, you did,” she acknowledged before turning to look at Rainbow. Her expression softened considerably, and her smile turned more tender. “Thanks for showing me that.”

Before Rainbow could answer, Pinkie Pie suddenly sprang forward, coming to a stop right in Twilight’s face and making her lean back. There was a giant, eagerly expecting grin on Pinkie’s face. “So, did it jog any of your memories? Did it?” she questioned, her entire body bouncing on that last sentence.

The moment those words fled her lips, the mood became tense, and all eyes locked on Twilight. She looked between them all for a moment, taking in how each and every one of them was gazing intently at her. A bead of sweat slowly rolled down the back of her neck, and she struggled to find anything in her mind that may have resurfaced while she wasn’t paying attention.

Much like before, and much to her disappointment, there was nothing. With a pit forming in her heart, Twilight gave a slow, sad shake of her head. “I’m sorry everypony, but no…”

As she uttered those words, the entire group began to deflate with their own disappointment. Twilight looked at each one guiltily, a hoof flying up to her chin while her mind frantically sought a solution to the dreary mood. They’d been so happy a second ago, and she couldn’t stand to see them looking like that so suddenly.

Finally, she managed to speak out. “B-but that’s fine! Even if I can’t remember what came before, I’m quite happy with the memories I’ve made today!” she babbled, putting on her best smile. “I mean it. I’ve had a lot of fun so far. So please, let’s not let this ruin the mood, okay?”

There was a mix of surprise and appreciation in their expressions. Much to Twilight’s relief, her words seemed to be enough to ease them, and Applejack visibly relaxed. She breathed out a small sigh and offered Twilight a warm smile. “Well, that’s good to know, Twi. Yer right. Besides, the day ain’t over, yet.”

“Uh-huh!” Pinkie Pie cheered before backing off to stand by Applejack. “So, where do we wanna go next? We’ve been to all of our favorite places?”

A brief silence fell over the group as they considered their options, leaving Twilight to just stand there and awkwardly wait. Luckily, it didn’t take long for Rainbow Dash to get an idea.

“How about we head out and get something to eat?” She suggested hopefully, her face lighting up at the thought. “After all that flying, I could do with a big lunch!”

Just then, there was a loud, ominous growling noise, causing everypony to fall quiet. The sound had come from Rainbow Dash, and all eyes zeroed in on her. She looked around sheepishly, and a faint red tint began to spread on her cheeks. “And, uh… I didn’t eat before we left the library.”

Spike threw his hands up in exasperation. “She said she’d be fine, that it was no trouble and that I should focus on giving Twilight a good meal,” he recounted before crossing his arms and leveling a flat look in Rainbow’s direction. “How’s that working out for ya?”

The red in Rainbow’s cheeks grew significantly more vivid. She looked away from Spike and sheepishly rubbed the back of her head. “Well, uh… I think we all know my track record when it comes to being right about stuff.”

Twilight raised a hoof. “I don’t.”

Spike got a predatory look in his eyes. “Oh ho, don’t you worry. We’ll tell you all about it later,” he cackled in an undeniably evil tone, making Rainbow squirm uneasily in place.

“H-hey, can we just go have dinner or something?!” She asked in a squeak, her posture becoming very flustered. Her wings ruffled at her sides. “C’mon, guys, not in public with the teasing.”

Applejack burst into an amused fit of chuckles and started walking deeper into town. “Heh, sure, why not? Some grub sounds nice. I know a place. Follow me.”

There was a general murmuring of agreement from the rest of them, and soon enough, they were all trotting down the street, eager to put some food in their bellies.


A few hours later, Twilight, Rainbow Dash, and Spike, all with full bellies, stepped back into the inviting warm interior of the Golden Oaks Library. The sun was setting at this point, and the distant chirps of crickets in the nearby Everfree forest were starting to fill the air.

Spike let out a relieved sigh and promptly made his way over to a chair before collapsing into it. “Whew… glad we’re home. My legs are sore…” he grumbled before glancing at Twilight, who was the last one in. She glanced over her shoulder before gingerly pulling the door closed in her magic.

Rainbow nodded, following the drake’s example and collapsing onto the couch. “I hear ya, Spike. Today was a long day…” she moaned softly before looking up at the ceiling and closing her eyes. “Let’s all just take ten and relax for a while.”

Twilight watched the two of them from her place by the door, unsure of what to do. It still felt strange to her, being in this building. Almost like she was a stranger in another’s home. Eventually, though, she settled for slowly trotting over and sitting down next to Rainbow. She couldn’t help but let out a long, relieved sigh as she finally took her weight off of her hooves and came to a rest.

Several minutes came and went in which everypony was silent, and Twilight began to retreat into her thoughts. She didn’t get very deep before Rainbow Dash’s voice suddenly cut through her trance. “So, did you have a good time?”

Twilight blinked open her eyes and looked sideways at Rainbow. She thought it over for a moment, then nodded. “Yes, I had a good time. All of our friends really made me feel welcome, and I can’t wait to get to know them again…” she trailed off, and her ears drooped. “But… I still can’t remember anything. Nothing jogged my memory.”

Spike looked over at them, the corners of his mouth tugging up into a cocky smile. “Well, don’t worry. We’ve still got a few ideas we can try that might do the trick,” he stated in an encouraging voice.

Twilight perked up and glanced over at him, a shimmer of excitement building in her chest. “Really?”

“Yup,” Rainbow answered for Spike, shooting Twilight a grin. “I made a few arrangements while you were asleep this morning. Tomorrow, we’re gonna head up to Canterlot and visit your parents.”

Twilight blinked, and her excited smile tapered off into a thin-lipped frown. “My… my parents?” she ventured uneasily, her shoulders starting to tense.

“What, did you think you were an orphan?” Rainbow asked skeptically before rolling her eyes. “Look, they’ve been worried sick about you. I’m honestly surprised they didn’t come to see you up in the Empire while you were out.”

Spike leaned back and breathed out a huff of dismay. “I think they were busy trying to help out with fixing up Canterlot. The place is still all kinds of wrecked from the battles.”

Twilight’s brow furrowed, and she leaned forward again. “Battles? What battles?”

At those words, an oppressive silence blanketed the room. Outside the window, the sun finally vanished below the horizon, and its golden light faded into a dim magenta glow. Rainbow Dash closed her eyes, took in a deep breath, and let it out in a long, tired sigh. She then opened them and gazed down at her right hoof. Specifically, at two small patches where the fur was missing, and scar tissue could be seen underneath.

Twilight noticed the scar, and her eyes widened. “Oh my gosh… Rainbow, what happened to you?” she asked in a hushed voice, looking as if she wanted to reach out and take Rainbow’s hooves in her own.

Rainbow grunted quietly, then set her hoof down. “You remember what we said about the changelings? Back at the spa?” she asked slowly and quietly, her voice far grimmer than it had been before.

Twilight nodded slowly, taken aback by the change in atmosphere. “Yes, I remember… why?”

Rainbow sagged, then held out her hoof to Twilight so she could inspect the scar. “Well, they’re another race. And there was a war between Equestria, the Crystal Empire, and them not all that long ago.”

Twilight’s ears stood at attention, showing that she was listening, but she otherwise kept her gaze focused on the scar.

“The queen of the changelings, Chrysalis,” Rainbow spat the name out as if it were bile. “Launched an invasion of Canterlot while we and our friends were away on a… trip. They saw a chance to take over, and they succeeded. In barely even an afternoon, Canterlot completely fell to the changelings, and the vast majority of the population, the princesses included, were imprisoned and out of commission.

“We avoided the worst of it, and we managed to find some shelter in the Crystal Empire. We used it as our base of operations while planning how to take back Canterlot and get rid of Chrysalis. We had to deal with another tyrant at the same time, though, the former leader of the Crystal Empire, King Sombra…”

As Rainbow spoke the name of the King of Shadows, her ears splayed back, and she shuddered involuntarily. “He was… terrifying, to put it lightly. And he was smart. Smart enough to worm us into a position we couldn’t back out of. Our best shot of beating Chrysalis and the swarm was made completely useless, so we improvised.

“We hid the population in the palace, set out traps and thick fog all over the city to make it harder on the enemy. We had you and… Starlight Glimmer...” Rainbow paused on the name and licked her lips before she continued. “Form a barrier over the city to keep the swarm out for as long as possible. We were trying to buy time while Thorax linked up with an army of ponies to take back Canterlot while the Changelings were busy with us.

“But Chrysalis got in. You and Starlight had to keep the barrier up, and nopony else in the group was any good at fighting. So… I went out to try and hold her off.”

Spike looked down, a disapproving frown on his face. “I still think we could have come up with a better plan…”

Rainbow shook her head dismissively. “Maybe we could have, but it doesn’t matter anymore. I fought Chrysalis, and…” her scarred hoof started to tremble as the memories seeped into the forefront of her mind.

Twilight watched as Rainbow’s face contorted into a pained grimace, and her hoof shook even more. At the sight, her hesitation finally evaporated. Twilight reached out with one of her hooves and gingerly rested it on the shaking limb. She stifled a gasp when she felt just how tense Rainbow felt underneath her fur. “Rainbow, it’s okay,” she was quick to utter in a soothing whisper. “You can stop now. You don’t have to say anymore. I think I understand…”

Rainbow shook her head, though. “No, Twilight. You were there for this, you should know what happened. It’s my job to tell you about what came before if you can’t remember, and that’s what I’m gonna do,” she denied before taking a deep breath. Her scarred hoof curled tightly around Twilight’s and steadily began to relax. “Anyways… I didn’t stand a chance. Chrysalis mopped the floor with me and gave me that scar when she bit me.

“You came in to help me, despite my protests. Together, we lasted a little longer, but, well… we still lost. It all seemed hopeless until Thorax finished his mission in Canterlot. Mom, aunt Luna, Cadance, your big brother Shining Armor, and a few others teleported into the Empire and saved our necks. We got the chance we needed, and we took Chrysalis down.

“After that, we had to deal with Sombra. We got lucky, though, and the deal he had sealed me into was broken. We found the Crystal Heart, we used it, and Sombra was blasted to bits. We won,” Rainbow paused and looked over at Twilight. “I was so relieved. But… but then…”

Twilight tilted her head as Rainbow’s expression became visibly strained. Her hold on the hoof tightened in a comforting squeeze. “What…? What is it?” She asked quietly.

Rainbow looked deep into Twilight’s eyes as if she were carefully looking for something very specific. The intensity of the gaze was making her feel a little uncomfortable. Finally, though, Rainbow shook herself and looked directly ahead.

“You… when we thought we had won, and that it was all over, y-you…” Rainbow tried, but her words caught in her throat. She looked down, cleared her throat, and tried again. “You got hurt. Really, really badly. You went into your coma, mom turned you into an alicorn to save you, but… when you woke up…”

“I couldn’t remember anything,” Twilight nodded in understanding before looking at Rainbow’s hoof in hers. She gave it a reassuring squeeze, then released it from her grasp. “Thank you for telling me.”

Rainbow nodded stiffly, then looked over at Twilight with a big smile and watering eyes. “You’re welcome… I’m just glad you’re back. Amnesiac or not, I dunno what I’d do without you…”

Spike chose this moment to hop down from his seat and waddle over, offering Twilight a smile of his own. “Same. You practically raised me, after all. You’re basically my mom.”

Twilight cocked an eyebrow in surprise. “I am?”

Spike shrugged. “Well, yeah, but you always treated me more like a baby brother, I think. I mean, you were only ten when you hatched me, so…”

Rainbow actually gave a small snort of laughter at that and gave the two an amused look. “Yeah, a bit young to be a momma, I think.”

Twilight just looked at the two in confusion. “Uh… context?” she asked in a confused squeak.

Rainbow chuckled again before leaning back far more casually. “Go ahead, Spike. This is your bag of worms, not mine.”

Spike just stuck his tongue out at Rainbow, and then launched into his story, explaining to Twilight how she had hatched him during her entrance exam to Celestia’s school, and how she had raised him, albeit with a lot of help from Twilight’s parents, her big brother Shining Armor, and Princesses Celestia and Cadance.

Twilight listened with rapt attention the whole time and even stopped Spike early on so she could find a notebook and a quill so she could take detailed notes. As the stories were told, Rainbow would chime in every so often with some insights of her own after she entered the picture.

But eventually, it began to get late, and Spike’s words started slurring together. He was in the middle of explaining how he had felt when he’d first met Fluttershy when he wobbled on his feet and fell to his backside with a grunt. Twilight, eyes wide, chucked her notebook to the side and got off the couch to check him over. “Spike, are you alright?” she asked, worried.

Spike looked up at her with droopy eyes and then gave an enormous and almighty yawn right into her face. Twilight got a nose-full of dragon breath and was unable to fight back the urge to stumble back and gag. It was rancid!

Rainbow burst into a fit of hysterical giggles from her place on the couch before she hopped down to join them. “I think it’s the little guys' bedtime,” she said cheekily, earning a disgruntled pout from Spike.

“I’m not… sleepy!” he tried to protest, but his sentence was cut off by another titanic yawn.

Rainbow raised an eyebrow.

Spike huffed indignantly and crossed his arms. “Shut up...”

Twilight, although she was covering her face with her hoof to shield it from the putrid odor of Spike’s breath, managed to giggle quietly at their antics. She was becoming more relaxed around them, and somewhere deep in the back of her mind, she found her worries melting away, if only for the moment.


A short time later, Spike had been put to bed and was now snoring contentedly in his little basket bed in the bedroom, right at the base of Twilight’s. Rainbow Dash had disappeared into the bathroom a few minutes ago to get ready for bed, according to her, leaving Twilight to her own devices. So, she had decided to step out onto the balcony and think.

The sounds of Spike’s snorting reached her through the open balcony door and reminded Twilight of his presence. The nearby trees rustled gently in the summer breeze. As she looked out at the night sky and watched the millions of distant, twinkling stars, she let that breeze wash over her face and stimulate her mind. She took in a deep breath through her nose and relaxed from the pleasant scent.

Feeling so relaxed, she began to go over the day in her head again, recounting everything and analyzing each memory in-depth, hoping to find more clues or hints that could tell her a bit more about herself. Subtle nuances, references to past events, facial expressions, anything really. But, alas, without the frame of reference of her own past, whatever she found had the same odds of being a waste of her time as it did a genuine clue.

She heard somepony approaching her from behind. “You gonna come in for bed?” Rainbow asked quietly so as to not wake Spike.

Twilight turned to face her, taking note that the band holding her mane together had been removed, letting the prismatic hairs hang wild and free. “Sorry. I’ll be in soon. I just wanted to think for a bit,” she apologized softly. She then turned to look back out at the town. She heard Rainbow come up next to her and gave her a sideways glance and smile.

Rainbow just smiled back, then sat down on her haunches while setting her hooves on the guardrail. The two were quiet for a time, just taking in the scene. Eventually, Rainbow looked over at Twilight with an inquisitive look on her face. “So, are you excited to meet your family?”

Twilight jumped from the abruptness of the question, then looked back at Rainbow. She paused and gave the question some thought before looking down. “Uh… I guess?” she answered with a noncommittal shrug.

Rainbow frowned, slightly incredulous. “You guess? C’mon, Twilight, this is you mom and dad we’re talking about. The ponies you come from, who raised you. If anypony has stories that’ll jog your memory, it has got to be them.”

Twilight nodded at that, perking up just a little. “I guess you’re right. And I am eager to meet more ponies. But I’m just worried…” she shifted on her haunches uncomfortably. “I remember how our friends looked at me when I told them I couldn’t remember them in the bakery. I’m just afraid that it’ll be even worse with my parents. I…don’t even know what they look like, Rainbow Dash. I didn’t see any pictures of them in the album, or anywhere in the library.”

Rainbow cringed and looked out at the night sky again. “Yeah, sorry… we never really had a chance to take any pictures of them since we moved here, and you didn’t really pack up a lot of things when we came here from Canterlot.”

“Can you tell me about them?” Twilight suddenly asked, leaning towards Rainbow hopefully. “You and I grew up together, didn't we? We’ve known each other since we were really little. So you know my mom and dad, right?”

Rainbow leaned back a little from Twilight, then smiled and nodded. “Sure, I can do that.”

Twilight sat back and perked up her ears. “Alright, I’m listening.”

Rainbow chuckled and slowly shook her head in amusement before she began. “Alright, well, your mom is named Twilight Velvet. You look a lot like her, actually. She’s got this really nice coat, just a little too dark to be white. She’s got bright blue eyes, and her mane and tail are both made up of bright pink and snow white stripes. She’s really smart and super insightful, so I think I know where your learning speed comes from.

“But at the same time, she’s really hyper, energetic, and adventurous. I mean, apparently, she’s something of a thrill seeker. And she can be really mean with her teasing. If she pulls out your foal photos when we visit, I’m leavin’.”

Twilight tilted her head in confusion. “How come…?”

Rainbow shuddered with a distant look in her eyes. “I’m in some of them, and I’d rather not see them again. Trust me, you’ll understand when she shows you.”

Twilight nodded slowly. She didn’t really get what Rainbow was getting at, but the pegasus had been leading her right so far. What could it hurt to take her at her word? “Alright… and my dad?” Twilight pressed, figuring Rainbow would be happy with a change of subject.

She figured right, as Rainbow quickly leaped into her description. “Well, his name is Night Light. He’s pretty much dark blue across the board. You have some of his mane in yours, I think. He’s a lot more reserved and level headed than your mom, but at the same time, I think he’s a bit more of a pushover. He’s also smart, but for him it comes more from study and stuff, while your mom is just insightful and has some killer intuition. Unlike your mom, Night Light likes to keep things quiet and be more cautious. He’s super good at math, and he collects books.”

Twilight gave another nod, soaking it all in. Her mother was a thrill-seeker, had good intuition, and was a master tease, while her father was patient, cautious, and had books. “Okay, then…”

Rainbow’s expression softened. “And they really care a lot about you. I remember the first coma you fell into… they were so, so worried about you. I mean, we all were, but eh,” she absently shrugged her shoulders, then scooched a few inches closer to Twilight. “They’re going to be so happy when they see you. Even if your amnesia hurts them in the moment, they will never stop loving you. Believe me on that. They’re good parents…”

Twilight visibly relaxed at the pegasus’ words, until she noticed something. There was a distant look in Rainbow’s eyes as she looked at Twilight before she turned and looked back out at the world with her smile fading away.

Twilight watched her for a moment, confused by her sudden loss of enthusiasm. But then, the memory hit her like a speeding train. Rainbow had lost her parents a long time ago. Twilight immediately tried to stutter out an apology. “Oh I, uh, I’m so sorry if I-”

“You’re fine,” Rainbow dismissed her softly, not looking at her. What Twilight could see of her face was unreadable, and distant. “I’m fine.”

The two were quiet for a long time, with Twilight watching Rainbow’s face for any signs of distress. She had clearly entered a melancholy state, but she didn’t seem to be in a bad place outright. Finally, after almost an entire minute, Rainbow spoke again, her voice soft and slow. “You know… I don’t think I’ve told you about mine, yet.”

Twilight’s ears drooped. “You mean… your parents?” she asked in a quiet and hesitant voice.

Rainbow nodded slowly, the wind playing with her freed mane a little and making it gently drift around her neck. “Yeah… Bow Hothoof and Windy Whistles. My birth parents.”

“You don’t need to tell me about them,” Twilight gentle dismissed, trying to avert the subject. “I don’t want you to dig up any bad memories on my account. Just-”

I kinda wanna talk about them, though,” Rainbow cut her off gently, a fond smile spreading on her face. Her eyes lit up with memories from long ago.

Twilight fell silent. It seemed there was no talking her out of this, so she might as well let Rainbow say her piece. “Alright… I’m listening,” she relented.

Rainbow gave a slow nod of thanks and then began. “Heh… those two. They were always so proud of me, no matter what I did. They even cheered for me when I lost something. ‘Best last placer ever’ they’d cheer. It was so embarrassing,” she said quietly, her eyes going distant. She draped her forelegs over the guardrail again, her smile growing.

“But I loved them very much. I mean, they were my mom and dad. How could I not? They may have embarrassed me sometimes but they were good to me. They gave me a good home, great food, and the best family I could have asked for. They were so good…” her words drifted off, and her smile began to falter. “...Kinda makes me wish that I’d let them know how much I appreciated them before they were gone, y’know?”

“Rainbow…” Twilight breathed, but was unable to say more before Rainbow continued.

“I never got to tell them that I loved them one more time. Or thank them for taking care of me, or for being my parents. There were so many things that, looking back, I wish I had told them while I had the chance…” her voice grew a bit more despondent, and she gave a low sigh. She then let off a humorless chuckle and shook her head. “But before I knew it, it was too late. They were gone…”

“I’m so sorry…”

“Nah, don’t be,” Rainbow waved her off gently. “It wasn’t your fault.”

Rainbow paused, and her expression turned more thoughtful. Twilight watched her and felt a small sense of curiosity. “Uh… Rainbow?” she ventured carefully.

Rainbow just let out a weak chuckle. “Sorry. I was just remembering how I kinda blamed you for my parents when we first met.”

Twilight blinked in surprise and shifted back. Rainbow had blamed her for the death of her parents? “Me…? Why?”

Rainbow hummed for a moment, her eyes absently going skyward as she pondered her response. She then shifted and looked at Twilight again. “I told you how I did the sonic rainboom and got my cutie mark, right?”

Twilight relaxed somewhat and gave a nod. “Yeah, you told me about that while I was recovering in the Empire. We all got our cutie marks at the same time because of that, right?”

“Yup,” Rainbow answered before looking up at the sky. Her eyes latched onto the moon as it slowly inched its way across the heavens. “Well, just before I pulled it off, I caught a glimpse of two ponies. They hadn’t been there a minute ago, and neither of them made any sense. I saw a unicorn standing on the clouds, and I saw an alicorn in front of her that I didn’t recognize.

“They were both gone a moment later, but I knew what I’d seen. And it had me confused. I was so consumed by it that I was asking questions and thinking about it for months. And… thinking about it made me too slow to save my parents… then Celestia adopted me and I met you. And I realized that the alicorn looked just like you. You were practically identical.

“I’ll be honest, when we first met, I may have exploded on you in a fit of rage. I thought for sure that you were the same pony, and I wanted answers out of you. But, well, mom stopped me from doing anything rash pretty quick. We made up, and after that, I kept my eyes and ears peeled for ‘the lavender alicorn,’ hoping I could get some answers…”

Rainbow’s talking trailed off, and her eyes widened as a realization hit her. She slowly turned to look at Twilight, her gaze intent, and searching. Twilight fidgeted under it, before clearing her throat. “Rainbow? What is it…?”

Rainbow blinked, and a small smile appeared on her face. “You know… I just realized something…” she began in a low, quiet voice. She looked wistfully out at the horizon. “I spent my foalhood looking for a lavender alicorn…” she then looked at Twilight out of the corner of her eye. “...Well, I finally found her.”

The two were quiet for several seconds, just letting the atmosphere sink in. A few night birds shrieked in the distance, and the branches once again rustled around them.

Twilight fidgeted uneasily while she considered Rainbow’s words. There was clearly a deeper meaning to it, and her mind was eager to know. With a hesitant lick of her lips, she leaned forward a little. “What do you mean you finally found her?”

Rainbow glanced at Twilight again, her smile growing. “I mean that the alicorn I saw was you,” she stated before frowning. “Well, to be fair, it wasn’t you you, it was a different version of you from the future.”

The moment Twilight heard that, the information processing centers of her brain decided to go for a midnight snack. She sat there, completely dumbstruck by what she had just been told. Her from the future? Time travel was possible? She eventually shook her head to clear the fog and spoke up. “Really? You’re sure about that? Me from the future?”

Rainbow nodded casually. “Crazy, am I right?”

Twilight’s face slowly began to light up. “Crazy? Maybe, but it’s also amazing! Time travel’s possible?! Do you know how any of it works?”

Rainbow made a show of thinking it over, then shrugged. “Nope.”

Twilight pouted. “Aw…” she whined in complaint before leaning back. A thought occurred to her, then, and her brow furrowed in thought. “Wait… if it was me from the future, does that mean that I’m going to go into the past and be seen by you someday?”

Rainbow shook her head. “No. The version of you that I saw doesn’t exist anymore, and you’re not the same as she is. You’ve led a different life from her, and, if all goes well, none of us will be screwing with time travel,” she lowered her eyes and frowned solemnly. “...Time travel is what led to my parents dying. They were never supposed to, originally. But Starlight Glimmer went back in time, the other Twilight followed her, I saw them when I wasn’t supposed to, and here we are now.”

“Oh… I see,” Twilight nodded slowly. But despite Rainbow’s answer, the inquisitive part of Twilight’s brain still wanted more answers. She sat more upright and cleared her throat. “Would you mind telling me more about that? It sounds like there’s a lot to it.”

With a quiet hum, Rainbow rose to her hooves and turned to trot inside. “Another time. Right now, I’m tired. I’m gonna go get some z's. Come in whenever you’re ready.”

Twilight watched her go and gave a slow nod. “Okay…” she called gently after Rainbow before turning to once again gaze out at the distant horizon. Her mind kicked into high gear as she tried to sort through everything Rainbow had just gotten through talking about.

It had been a lot to put out there. Her relationship with her deceased parents, her lingering regrets over lost opportunities, and the time travel. Twilight’s mind kept getting hung up on that one fact, and she found herself struggling to make heads or tails out of it. After a few minutes, though, her weary and tired mind began to relax, and she came to a conclusion.

Rainbow’s words from earlier rang in her mind. “It’s my job to tell you about what came before if you can’t remember, and that’s what I’m gonna do.”

While Rainbow claimed that was her job, Twilight had the feeling that Rainbow didn’t need to speak about her parents the way she had. If she had been so willing and open to share such painful memories with Twilight, though, then she was either way too open with ponies, or she trusted Twilight completely. And from what Twilight had seen of Rainbow, she got the feeling that it was the latter.

With that in mind, Twilight nodded to herself, spun around and returned to the interior of the library while closing the door behind her.

“Rainbow Dash trusts me… so I’ll trust her.”

Fillyhood Home

View Online

The capital city of all of Equestria had seen better days, of that there was no question. Even just the cursory scan Twilight had given the train platform in the city as she stepped off of the Friendship Express revealed some very notable signs of damage. Small cracks haphazardly ran up and down the walls of the train station’s main building, and there were numerous places along the street where sizable craters had been blasted into the stone.

Lifting her gaze up, Twilight saw that many of the towering buildings in the distance, including the castle, which dominated the skyline, had suffered similar damage. There were even a few scattered towers that had completely caved in. A very thin cloud of dust hung in the air, and shafts of late morning sunlight filtered through the spaces between the buildings and bathed the desolate scene in curtains of light.

Were it not for the obvious repair and reconstruction efforts taking place all over the city and the crowds of busy ponies going about their days with energy and purpose, one would be forgiven for mistaking the city as an ancient and long-abandoned ruin.

Rainbow Dash and Spike stepped off of the Friendship Express right behind Twilight, the former of which let out a long and unattractive yawn before stretching out her back. A few satisfying pops were heard, and a satisfied groan wormed its way past her lips. “Ooof. Oh, it feels good to get off the train…” she sighed in content before straightening her posture and looking around.

Twilight didn’t miss the very visible cringe that marred Rainbow’s face. “Oooh… y’know, the damage looked a lot less ugly from Ponyville,” she said between her teeth while her ears drooped.

Twilight looked around again, just taking it all in. “So… all of this damage is because of the Changeling invasion, right?” she questioned in a ginger voice, not wanting to reawaken the melancholy she had seen in them the last time they had spoken of it.

Spike was the one who answered her question. “Yeah, I think so. There was a lot of spellfire thrown around during the invasion.”

“A lot of it also came from the second battle, I think,” Rainbow chimed in, taking a few steps forward. She looked back and forth with a few sharp turns of her head, making her tied mane whip around. “There was the whole liberating battle, and there was a lot of artillery spellfire during that, from what I heard. And a big dragon.”

“A big dragon?” Twilight wondered, her eyes slowly moving over to look curiously at Spike.

The baby dragon saw her looking at him and barked out a short laugh. He then shook his head in denial. “Ha! I wish. Nah, I think it was Thorax, wasn’t it?”

“Yeah. He turned into a giant dragon at the start of the fight and helped the ponies push through Changeling lines. He got himself hurt pretty bad doing that…” Rainbow mused before turning back to Twilight and Spike.

Twilight looked back at her and tilted her head. “Thorax… you know, you’ve said the name a few times, now. Who is he?”

“A rogue changeling,” Spike replied simply. “He turned against the Queen and helped us out a lot. He’s a good friend.”

“That explains him turning into a dragon,” Twilight thought to herself with a short nod.

Rainbow got a thoughtful look on her face and lifted a hoof to idly rub at her chin. “He is. And he lives in Canterlot, now…” she mused quietly before shaking her head and dismissing whatever her thought was. She then gave the two of them a big, healthy grin and nodded towards the road. “Anyways, come on, we’re burning daylight here.”

Snapped out of her own ruminations, Twilight quickly fell into step behind Rainbow Dash with Spike taking a position next to her. “Okay, lead the way.”

As they left the station and ventured out into the streets proper, more signs of battle made themselves clear. There were a few buildings that had been caved in by explosions, large swaths of the streets that had been obliterated, and piles of rubble that had been carefully stacked and piled off to the sides of the streets and cordoned off with cones and yellow tape. The deeper they went, the thicker the smell of dust became, and the louder the din of construction tools being used and ponies shouting orders.

And yet, in spite of it all, the ponies on the streets, while clearly tired and displeased with the state of their city, didn’t seem the worse for wear. They held their heads high and moved with purpose through the streets. The ones who realized that Rainbow was among them would give her a respectful nod of their head as they passed, but otherwise did little to acknowledge the traveling trio.

“Well, at least the population seems to be taking things pretty well,” Spike noted out while hopping up onto Rainbow’s back to get a better view. He panned his eyes around the street, a small smile appearing on his face. “Heh. For a city that recently got invaded, spirits seem pretty high.”

Rainbow snorted. “Meh. I bet plenty of that is them just trying to uphold their image. Don’t let the stoicism fool you… a lot of these ponies are probably dealing with a lot of stress and trauma right now,” she said before her head lowered slightly.

The pegasus’ sudden despondency did not go unnoticed by Twilight, but she chose not to press the matter for now. Rainbow would talk about it only if she wanted to, and Twilight had to respect that.

After another few minutes of walking, they rounded a corner and entered a residential block. Thankfully, many of the homes here looked to have been spared much of the damage the rest of the city had suffered. The only damage of note was that some of the houses had their windows blown out, though efforts to replace them with new ones were well underway.

“Okay, this is your block,” Rainbow pointed out before pausing on the sidewalk and looking back at Twilight. “Just as a heads up, my mom and aunt are gonna be there, too.”

Twilight perked up in surprise at the mention of the sisters, her eyes widening a little. “Celestia and Luna? They’re going to be joining us?”

Rainbow nodded with a smile and resumed her path down the street. “Yup. They both kinda wanna make up for lost time, and Mom wants to check on you to see how you’re doing. She was really worried about you back in the Empire,” she explained before looking ahead and searching the street.

Twilight’s brow furrowed as she thought back on her few interactions with the other alicorns in the Crystal Empire. They had been short, fleeting affairs, especially with Celestia and Luna, and mostly consisted of them asking her questions while using magic to scan her for anything they might use to cure her amnesia. She had managed to get some extra interactions with Cadance, but that was because she ruled the Empire now, and Twilight had been stuck in a bed for days.

The more she thought about it, the more she realized that she didn’t know basically anything about the alicorns, aside from what she’d read in a few books. But apparently she had known them, and Rainbow was raised by one of them. With that thought in mind, she lifted her gaze to Rainbow “What was my relationship with them like?”

The pegasus paused for a second, then shot her a smug grin over her shoulder. “Why don’t you ask ‘em yourself? We’re here,” she responded before pointing up and back at the building behind her.

Twilight followed her hoof and looked up at the two-story home, her eyes going wide. It was beautiful, of that there could be no question. The walls had a subtle decorational pattern running along it, subtle enough to not be intrusive or over-the-top, but sharp enough to be noticeable. The windows were all tall and tinted with a very soft shade of blue, no doubt creating a unique atmosphere inside the walls. The front door was made up of a richly colored dark wood with a few more ornamental patterns inlaid around the edges in a silver color.

Twilight studied the home, mouthing uselessly like a fish for a moment before looking at Rainbow again. “This… is my house?” she asked her voice not all there.

Rainbow nodded slowly and looked at the building herself. “Yup. This is where you lived for a long time… and your parents still live here. It’s a nice place…” she said, her expression growing distant. She was no doubt remembering simpler times, perhaps sleepovers or times when she had visited this home in the past. After a moment, she snapped out of it and made a sweeping ‘after you’ gesture.

Getting the hint, Twilight swallowed the lump in her throat and stepped up to the door. She lifted her hoof to knock but then hesitated. She couldn’t help it, she thought back on how her friends back in Ponyville had reacted to her amnesia, how sad and disappointed they had been. They had been one thing, but she was about to meet her parents. How would they react…?

“They’re going to be so happy when they see you. Even if your amnesia hurts them in the moment, they will never stop loving you. Believe me on that. They’re good parents…”

All Twilight could do was trust that Rainbow would be right. With that and a deep breath to steady her nerves, Twilight knocked on the door three times.

Silence hung in the air for several seconds before the door clicked and slowly swung open. On the other side was a middle-aged mare with a gray coat and cyan eyes. Her mane and tail were made up of neatly combed stripes of snow white and a shade of lavender identical to Twilight’s coat. On her flank was a cutie mark depicting three dark purple stars. “Twilight Velvet… my mother…” Twilight thought in awe as she took in the sight of the mare.

Velvet’s eyes glued onto Twilight immediately, flying wide open with shock while her jaw fell limp. She just stared at Twilight for several seconds, making her feel very uncomfortable. She began to squirm under the intense look and found she couldn’t look into her eyes anymore. Eventually, though, she was able to find her voice. “Um… hello… mom?”

That seemed to snap Velvet out of her trance. She pulled her head back, blinked a few times and clamped her jaw shut. Slowly, ever so slowly, she stepped forward and reached out with one of her hooves. “Twilight…? Twilight Sparkle?” she breathed out, her eyes briefly sliding down to look at the alicorn wings that decorated Twilight’s sides.

Twilight nodded slowly, looking Velvet in the eyes. “Uh, yeah… that’s me…” she confirmed.

Another moment of silence passed before, in a flurry of movement, Velvet reached out and pulled Twilight into the tightest hug she had ever experienced. Twilight yelped from the sudden movement before falling silent when she felt Velvet burying her face into Twilight’s shoulder. There was something damp there…

“Oh, Twilight, honey… it’s really you… it’s you… you’re here…” Velvet choked out in a shaking voice before pulling back to reveal the tears in her eyes. “I’m so happy to see you. I… we… do you… do you remember me?”

Twilight slowly shook her head, dreading the answer that she had to give. “No, I don’t… I’m sorry…” she said in barely even a whisper.

Velvet’s ears fell flat against her head, and her face fell to accompany a stifled sob. After a few seconds, though, she sniffled, sucked in a deep breath, and offered Twilight a welcoming smile. “Well… welcome home, Twilight. Come inside, please. We have a lot to catch up on…” she said before finally releasing Twilight and stepping aside. She then looked past her and to Rainbow. “Same to you. Come in, please.”

“Don’t mind if we do,” Spike accepted the offer with a happy nod. “It’s good to see you again, Velvet!”

Velvet gave Spike a warm smile even as she stepped aside. “You, too, Spike.”

Twilight and Rainbow stepped through the doorway and into the front room of the house, and Twilight’s eyes widened even further as she took in the sight. It was a large and spacious room lined with bookcases, all of which were stocked with books and various ornamental knick-knacks. In the very back of the room rested a staircase that split into two and gracefully curved up to the second floor.

Everything was colored in soft shades of blue, purple, and gray, and when combined with the hue of the tinted windows, everything was softly lit in a way that gave off the impression of a time right after sunset or sunrise. “It’s fitting,” Twilight thought when she considered the first name that she shared with her mother.

More eye-catching than the impressive room, however, was the set of four other ponies that were now approaching Twilight and Rainbow.

On the left came a tall and muscular unicorn stallion with a white coat and a dark blue mane and tail. His eyes were an identical shade of blue to Velvet’s, and his eyes gazed into Twilight’s searchingly. By his side was another unicorn stallion who, judging by his appearance, could only be Twilight’s father, Night Light.

How strange that the father was a few inches shorter than his own son…

Then Twilight looked over to her right at the other set of ponies, and her whole body went stiff. For a moment, she couldn’t help but think back on her very first memory, of being alone in an endless void and feeling as if she were being pulled into the deepest cold imaginable, only to be saved by a majestic angel.

That very angel, none other than Princess Celestia herself, now stood before her. She wore a gentle and warm expression, one that almost immediately put Twilight at ease. Next to the towering white alicorn was a shorter but still no less imposing dark blue alicorn.

Twilight’s muscles tensed back up as she made eye contact with Princess Luna. She wasn’t sure what it was, but something in her eyes made a chill crawl down Twilight’s spine. She shuddered involuntarily and went back to looking at Celestia.

“Twilight, Rainbow,” She greeted them gently, a tender smile on her face. “It’s good to see the both of you again. How have you been since we last met?”

Rainbow didn’t say anything, instead electing to slide Spike off of her back, run over and leap into a warm and tight hug with Celestia, one which was returned without any hesitation. Luna tore her piercing gaze away from twilight to joined them in their embrace.

Twilight didn’t get a chance to ponder the lunar princess’ expression, though, as she was suddenly caught up in her own group hug as Night Light and Shining Armor pulled her in. A second later, Velvet joined the embrace and hugged Twilight from behind.

“We missed you, kid,” Shining whispered to her before pulling back and smiling down at her. “How are you feeling?”

“Uh…” Twilight stammered, looking around at the set of three unfamiliar faces and swallowing heavily. “Too close,” she thought before squirming uncomfortably in place. “I-I… uh…”

“Oh,” Night Light suddenly blurted in realization before backing out of the hug and pulling Shining with him. “I’m so sorry. That’s right… you, uh… you…” he paused and frowned, his ears drooping.

Twilight knew what he was asking, though, and so she shook her head. “No… I don’t remember any of you… but I know you’re my parents. Rainbow and Spike told me all about you last night and on the train ride here.”

Velvet leaned back from Twilight. “She did, did she? Did she have nice things to say?”

Twilight shifted slightly to look back at Velvet. “Mostly. She kinda complained about ‘foal photos’ or something, though,” she responded, completely oblivious to Rainbow frantically moving her hoof in front of her throat.

Velvet’s expression darkened with an indignant pout, and she gave Rainbow a narrow-eyed look. “Did she, now?”

Taken aback by her mother’s tone, Twilight could only give her a sheepish nod. “Er, yeah?”

Velvet huffed before her expression morphed into a decidedly mischievous one, making Rainbow wilt and tighten her hold on her own mother as if she were a lifeline. “Well, I guess I’ll have to pull those out later and make sure sompony appreciates them...” Velvet spelled out in a slow voice that vaguely reminded Twilight of a purr.

In fact, Velvet’s whole posture vaguely reminded her of a cat on the prowl. “This must be the teasing thing Rainbow mentioned,” she pondered before looking over at Rainbow again.

“Thanks, but I think I’ll pass,” Rainbow quickly declined with a firm shake of her head.

Velvet’s expression turned positively predatory, and she gave Celestia and Luna a meaningful look. “Your Majesties, may I ask you to make sure Rainbow sticks around for the foal photos?” she requested in a deliberately slow and methodical voice, making rainbow squirm even more.

Sadly, if Rainbow had been expecting her parent to shelter her from the teasing, she was mistaken. “Oh, it would be my pleasure,” Celestia said back with a playful twinkle in her eye.

Rainbow Dash looked aghast. “Mooom!” she whined pathetically, drawing amused chortles from everypony else.

Spike just sighed in amusement from Twilight’s side before leaning against her foreleg and crossing his arms over his chest. “Typical Velvet…” he muttered before glancing up at Twilight. “Trust me, this is light teasing for her.”

Twilight didn’t really process his words, instead watching the scene unfolded before her. She slowly tilted her head to one side with a quizzical look on her face. Then, after a moment of processing, her face lit up, and she began to laugh. It wasn’t loud or boisterous, but it was heartfelt and genuine, and the rest of the room crawled to a halt to pay attention.

Eventually, noticing that everypony was staring at her, Twilight got her incessant giggling under control and brought a hoof up to cover her muzzle. A tiny blush appeared on her cheeks to accompany her bashful smile. “Eheh, sorry…”

“Wha… Oh, honey,” Velvet trotted up to Twilight’s side and threw a foreleg over her shoulders. “Don’t you dare apologize for laughing or being happy, ever, do you understand me? Right now, those are the things we want you to do the most…”

Twilight stiffened for a moment from the contact, but this time was able to relax into the embrace and even return it. She gave a slow nod. “Right… okay,” she said in a quiet voice before the two of them backed out of the embrace again. They looked into each other’s eyes for a moment.

Night Light chose to rejoin the discussion at this point by clearing his throat. “Ahem. Uh, Velvet had some tea prepared for when you three got here. Would you like to sit down and have some?” he offered while nodding his head towards a coffee table with three love seats arranged around it pressed up against the right side of the room.

“Sounds good to me,” Spike gave his approval with a nod and a smile. He pushed away from Twilight’s leg and casually strolled over to the table in question.

Rainbow reluctantly let go of Celestia before shrugging her shoulders. “Sure. We came all this way,” she said before looking over at Twilight and holding out a hoof. “Guest of honor first.”

Feeling just a little on the spot again, Twilight’s head lowered a little in a shy display before she began to make her way over to the table itself. She could smell the tea already. “It smells pretty flowery…” she thought to herself.


“So, in short, things are finally starting to calm down here in Canterlot,” Shining Armor finished off of recounting the events within the Royal Guard since the invasion and subsequent liberation almost an hour later. “And not a moment too soon, I think.”

“Your efforts played a big role in the swiftness of our recovery,” Luna pointed out with an appreciative smile on her face. “I can see clearly why you’re the captain of the Royal guard.”

Rainbow rolled her eyes and leaned back in her seat slightly before glancing around the table at the assembled ponies. She was sitting next to Twilight in one loveseat, while Night Light and Velvet sat directly across from them. Spike had elected to join the parental unicorns, while Luna and Celestia had taken up the third and final of the seats against the wall. Shining Armor had pulled up a separate chair and had secured himself a position next to his parents.

Rainbow’s eyes hovered on Twilight just a little longer than the others, and her mind began to lose track of the conversation. Twilight had been listening with rapt attention as her brother explained the progress that had been made on repairing the damage, and had even probed him about a few of the logistical details. “I guess some things never change,” Rainbow thought with a small chuckle and a shake of her head.

“Wow… it sounds like you’ve had your hooves full,” Twilight said slowly before taking another sip of her tea. “I’m kind of glad things weren’t that bad in Ponyville.”

“The town did take some superficial damage,” Luna pointed out with a small frown on her face. “Several shops were ransacked and homes were thrown into complete disarray. I can only assume the changelings were hunting for stragglers after Rainbow ordered the evacuation.”

“Which, if I may interrupt, was a very wise decision to make, Rainbow,” Celestia noted, leaning forward slightly to give Rainbow a small smile and a wink. “You did well.”

Rainbow stifled a snort and shook her head dismissively at the praise. “Hey, if even one of you had gotten out of Canterlot, things would have gone, like, a million times better,” she was quick to shrug off her mother’s words before taking a swig of her own tea.

“She isn’t wrong, you know,” Shining countered without missing a beat. “For being completely green at ruling the country, I think you did a pretty good job. You were able to put all the pieces in place to take Chrysalis down, after all.”

“Meh. There was a lot of luck involved…” Rainbow grumbled into her cup, her mind wandering back to the conflict in question. She couldn’t help but cringe as she recalled how many times she had royally screwed up, and how many ways things could have ended in disaster because of her poor judgment.

Somewhere in the back of her mind, a little voice of confidence reminded her that things had turned out alright in the end, but it was too small to ease much of her displeasure with her performance.

“You’re going to have to tell us all about it sometime,” Velvet suddenly piped up while refilling her tea from the kettle. Her eyes settled on Rainbow, and then over to Twilight. “We only got a few bullet points from Shining Armor. Until we got word about your…” she paused, her expression darkening. She quickly snapped out of it, though, and carried on. “Until we got Spike’s letter about your condition, all he could tell us for sure was that you were in a coma, but had saved the Empire, Equestria…”

“And you had a new girlfriend,” Night Light blurted out, seemingly without thinking about it.

Rainbow had been in the process of sipping at her tea when those words fled his lips. In the same moment, the steaming hot liquid in her mouth was violently sucked down the wrong pipe by a sharp inhale. Rainbow coughed violently a few times, her hooves on her chest before things settled down and she shot a dirty glare at Shining Armor. “Not cool, dude,” she wheezed before coughing again.

Shining just gave her a tiny smug smirk. “I don’t know what you’re talking about.”

“Oh, hush!” Velvet bit at shining with a little grin of her own. She then returned her attention to Twilight. “When I first heard that you and Rainbow had gotten together, I was over the moon! Somehow, I always knew you two would get together!”

Twilight didn’t respond, having gone completely rigid. Her ears were standing to attention and her eyes had flown wide open. She blinked once, twice, three times, and looked over at Rainbow Dash. “We… were a couple…?” she asked slowly, her voice low and timid.

Rainbow finished clearing the last of the tea from her throat before looking back at Twilight. They made eye contact, and a blush began to spread across Rainbow's cheeks, despite her best efforts to contain it. She swallowed reflexively and let out a quiet, sheepish laugh. “Eh, yeah… we kinda had a thing going before you, uh…” she mumbled before tailing off, not wanting to say it.

“Oh, who are you kidding?” Velvet scolded while turning her nose up somewhat. “You still have a thing going. It’s just taking a short recess until Twilight gets her memories back, that’s all.”

“I do have to agree with that,” Celestia mused, a teasing glimmer in her eyes as she looked over at her adopted daughter, making her squirm. “After all, even from how very little of it I got to saw, you two were quite adorable together.”

Rainbow, now beet red, covered her face with her wings and groaned. Why was she surprised that her family was teasing her over this? Of course they were! “I never should have fallen in love…” she thought before speaking out loud. “Moooom, pleeeeaaase. Not in front of everypony else…”

“Oh, leave it alone, sister,” Luna chastised with a deadpan look on her face directed squarely at her solar counterpart. “I understand that you were excited at the prospect, but I hardly think now is an appropriate time to be teasing your daughter over it. Especially when her partner is incapable of remembering any of it.”

Rainbow, her face still hidden by her wings, wilted slightly as that was brought right back to the front of her mind. Luna was right. No matter what she and Twilight had been before, that was over until Twilight got her memories back. She slowly folded her wings back up at her sides and leaned back in the seat with a forlorn exhale. “Nah, it’s okay, Luna. Twi needed to know sooner or later, might as well just put it all out there.”

“We were a couple,” Twilight said again, this time more like a statement while gesturing between herself and Rainbow. “...What was it like?”

“Oh, yes, please,” Velvet cood eagerly, setting her tea down and leaning forward with the tips of her hooves pressed together over her nose. Rainbow couldn’t help but compare the image to a Machiavellian schemer making their evil plot. “I think we’re all rather curious about that…”

She was about to launch into an answer to Twilight’s question anyway when a set of words tickled her ears.

“...I’m not,” Luna barely even whispered, her words going completely unnoticed by everypony else. Rainbow noticed, though, and shot her aunt a surprised, and perhaps offended, look. The alicorn did not respond to the expression, though, merely taking a sip of her tea and focusing on the discussion at hoof.

Rainbow blinked a few times and shook her head. She must have been hearing things. No way Luna would say something like that. “Okay, well, uh… well,” Rainbow stammered, her mind twisting over itself as she tried, and failed, to think of a good way to describe their relationship. It had only lasted for a few days, after all, before the fighting was over and Stinger…

Rainbow immediately shoved the memory of that revolting creature from her mind. She groaned quietly in frustration before looking over at Twilight again. She was taken aback when she saw the eagerness in her eyes, the desire for more information. If she stared long enough, Rainbow could just imagine a notepad and quill floating next to Twilight’s head as she prepared to take extensive notes.

...That was the first thing.

With a small smile, Rainbow reached her hoof out and poked Twilight right on the nose, making her go cross-eyed. “Well, for one thing, you are such an adorably dorky nerd,” she explained with an amused chuckle.

Getting her eyes under control, Twilight pouted at Rainbow but said nothing more.

So Rainbow went on. She leaned back again and looked up at the ceiling, a dreamy look in her eyes as she began to recall all of her best memories of the egghead beside her. “I think it boils down to our ‘chemistry,’ as you or Cadance would call it,” she began in a wistful voice. “I could tell you stories for literal years about our verbal sparring matches. The teasing, the banter, the roughhousing. We grew up together, and I think it showed. Nopony knew us better than each other.”

Spike nodded along. “I can attest to that. Even before you two made it official, the flirting you did was next level. It was really charming, to be honest,” he said before clamming up when Rainbow gave him a deadpan glare.

“Anyways…” as Rainbow spoke, she was only numbly aware of one of her forelegs raising up to rest casually against the backrest of the loveseat behind Twilight. “Really, that’s just us in general. Where the, uh…” a blush colored her cheeks again, but she found a good substitute for the dreaded ‘L-bomb’ in short order. “Romance was concerned, that didn’t really go into full swing until we were in the Crystal Empire.”

“What happened?” Twilight asked quietly, leaning just a little closer, enraptured by the idea.

Rainbow chuckled, though her expression then darkened as she recalled the circumstances. “...I was about to head out to negotiate for time. We had that King Sombra jerk I mentioned before looming right outside, and I was gonna try and convince him to back off. Everypony else tried to talk me about of it, especially you. I had made up my mind, though, so…

“When you realized you couldn’t convince me to let somepony else go instead or to just not do it at all… that was when we had our first kiss…” Rainbow’s eyes became distant, and her relaxing foreleg began to slide over a little towards Twilight. “It was… well, it was a shock, first off. I was not expecting you to do that, but hey, it did the trick. It gave me the extra boost in confidence I needed to do things right. I mean, now I couldn’t fail. I had too much to come back to…”

“Uh, Rainbow?” Twilight said, her voice coming off a little uncomfortable. However, Rainbow was so lost in the memory that her words went in one ear and out the other.

“And when I did talk Sombra down, and we came back to the palace to rest up and get ready for our next move… just laying down in a bed and knowing you were there, and that the feelings I’d had for you for almost a year were finally being returned… it was the best feeling in the world…”

“See, I’d felt like that about you for a long time. I’d been trying to make heads or tails of it, trying to understand it, and when I did… I never said anything. I was scared that you wouldn’t feel the same way, and that it’d throw a giant monkey wrench into our friendship. I didn’t want that, so I was quiet. But, uh…” Rainbow grimaced, and the image of Starlight Glimmer, her cheek bruising, looking back at her in a train filled with ponies flashed through her mind.

“...I made a few mistakes, and I thought I’d lost you as my friend forever. So… I just told you. I let you know how I felt because I figured, hey, I already lost you as my friend, what difference did it make?” she closed her eyes and sighed heavily, remembering with no small amount of shame the confession she had made in Hollow Shades. “...I was stupid to tell you like that. I should have said something sooner. But meh…” her eyes opened again. “Then we were in the Empire, and you kissed me, and I was so happy to know you felt the same way.”

“...I think everypony else could see it. It was such a weight off my shoulders. Even with how sucky our situation was, we were able to make jabs and poke fun at each other, and just… be happy with each other…” Rainbow finished before looking down at Twilight again with a tender smile. She was only mildly taken aback when she realized she had draped one of her forelegs over the alicorn’s shoulders, and her smile faltered.

Her smile faltered even further when she saw the uncomfortable grimace on Twilight’s face. Immediately, Rainbow’s mind lashed back at her, screaming at her that she should have been paying more attention to what she was doing. She tensed up and went to withdraw her foreleg from Twilight’s shoulders.

Twilight beat her to it.

Her horn lit up with magenta colored light, and that light encased Rainbow’s hoof to gently lift it off of Twilight’s shoulders.

Rainbow’s vision tunneled, and a strangled gasp tore itself out of her lungs. The world flickered and flashed before being plunged into suffocating darkness. Her breath began to come in heaving, terrified gasps while her heart pummeled against her ribs, and her eyes darted in every direction.

Then, she saw two eyes, green and reptilian, snap wide open in front of her. Her blood turned to ice as a fang-filled crescent of a grin appeared before the mocking face of Queen Chrysalis leaned towards her from the shadows, illuminated by green fires from below.

“Hello, Princess…” the queen cooed before her long, forked tongue licked hungrily at her lips, and an ominous hiss slithered out of her. Her horn lit up, and suddenly, all four of Rainbow’s hooves were encased in that putrid green glow.

Helpless, Rainbow could only watch as the darkness bled away, and suddenly, she was back in the Crystal Empire. Incredible pain began to flare across her barrel, and numerous places along her chest began to swell and darken as broken ribs made themselves known. Her pupils dilated, and she went to scream in unrestrained agony when Chrysalis’ jaw opened wide and clamped down on her hoof, piercing through her skin without effort.

The pain was incredible, and Rainbow’s mind stalled. For a moment, all she could do was stare in wide-eyed shock. Chrysalis’ glowing eyes looked right back at her before the queen growled and bit down even harder.

Something crunched.

Rainbow began to scream.

The world flickered and distorted around her alongside a deafening boom of static, and suddenly she was pinned on her back. Her hooves were spread out, stretching as far as they could and making her shoulder and hip joints burn with agony. Rainbow looked up at Chrysalis in abject terror, watching as her mouth opened wide. Then, Rainbow felt a tug in her chest, and another scream ripped out of her when a pink stream of energy was torn forcefully out of her heart to slide down the changeling queen’s throat.

The pain was unbearable. She tried to fight back, to resist, but her efforts were completely useless. The queen had her pinned and was taking her sweet time in extracting what she wanted from Rainbow’s tortured body.

All the while, the sound of the queen humming that harrowing song echoed around them, drilling into Rainbow’s mind and making her scream even louder…

“This day is going to be perfect,

the kind of day of which I’ve dreamed since I was small…

Twilight Sparkle will soon lay dead,

the last princess will drown in dread…”

“HELP ME! SOMEPONY, ANYPONY, HELP ME!” Rainbow begged at the top of her lungs, tears falling freely down her cheeks in desperation before another rugged scream ripped its way past her lips.

“Who says a girl can’t really have it all?”

Suddenly, just as abruptly as the vision had started, it ended. A sound like a snapping branch echoed in Rainbow’s ears before the world flashed, and she was back in the living room of Twilight Velvet and Night Light.

Letting off a breathless rasp of pain, her body went limp, and she slumped off of the couch to hit the floor in a trembling heap. She immediately curled into a fetal position, sheltering her head with her hooves and gasping frantically into the floor. Her heart was beating madly in her chest, her pupils were dilated, and she could still feel the pain in her body…

“Rainbow?!” A voice called to her, and she felt a hoof gently touch her shoulder.

“GET AWAY!” Rainbow shrieked in a panic before spinning around and smacking the hoof away. She only realized after the fact that it was Princess Celestia who had reached for her, looking down at her with wide, horrified eyes.

Everypony else had similar looks on their faces, completely shocked by her reaction. Of course, the most confused and terrified of the bunch was Twilight, whose hooves were now covering her muzzle while her ears rested flat against her head. “What… what happened?” she choked out.

Rainbow just stared at her for a few seconds, her chest still rising and falling unsteadily as she tried and failed to catch her breath. She quickly pulled herself back onto her trembling hooves and backed away from the table.

Celestia went to follow her, but Rainbow quickly backed away even further when she saw the hooves reaching for her. Seeing this, Celestia’s expression fell heavily with concern and confusion. “Rainbow? Please, it’s fine. It’s alright. Everything’s okay. It’s just me,” she said in as soothing a voice as she could manage.

Rainbow’s heart was starting to slow back down, but it was taking its sweet time. She shook her head and looked away from the ponies at the table, struggling to find her voice. “I… I just… I… s-sorry,” she quickly mumbled before turning and trotting away from them, her movements stiff and shaky.

She felt bad walking away like this, but she needed a minute to herself to try and figure out what she’d just seen. It had been so… different from what she was used to… and somehow, it was much, much worse.

With that thought putting a freezing chill in her veins, Rainbow stepped through the first door she came to and left the sights of the rest of the assembled ponies.

Trauma

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For Rainbow Dash, it felt like she had spent an eternity with her back pressed up against the wall of the dining room she had slipped into. Her violently shaking hoof was pressed tightly against her chest, where she could feel her heart hammering away as if to escape. Her lungs continued to expand and shrink with every frantic breath she took, and a few beads of cold sweat rolled down her neck.

She was so absorbed in just trying to calm down her mind, she was only vaguely aware of it when the door to the dining room opened up again, and two tall alicorn sisters quietly walked in. The door closed behind them as gently as possible, making barely even a sound. The sisters settled down onto their haunches in front of her, waiting patiently for her to be ready to acknowledge them.

After another minute or so, her breathing calmed down some more, and her unfocused eyes shifted up to take in the mares that had joined her. Celestia and Luna were both there, looking at her with worried, but patient, expressions on their faces.

Seeing that Rainbow was looking at them now, Celestia leaned forward just slightly. “Rainbow Dash?” she called in a whisper, slowly lifting a hoof. “How are you feeling? Are you going to be okay?”

Rainbow sucked in a long, deep breath, and then let it out in a heavy, withering sigh. Her ears rested against her head, and she gave her head a slight shake. “I… I don’t know…” she muttered before closing her eyes and pressing her hooves into her face with a long groan of frustration, though it might have also been exhaustion. It was hard to tell.

Celestia slowly inched closer, continuing to reach out. Her lips curled into a solemn frown, and had Rainbow looked, she would have noticed the subtle signs in Celestia’s eyes that said she was piecing something together. “...Your flashback was different, wasn’t it?” she finally ventured, making Rainbow Dash look up at her in surprise.

“Huh?”

“I have seen your reaction to magic more times than I want to count,” Celestia explained carefully, her expression turning sour at the unpleasant memories. “I caused one or two of them myself, over the years. I know how you react, and I know what you see. But this?” she lowered her voice and brought her head a little closer. “This was new. I have never seen you look so afraid before. You’re usually scared, yes, but you’re usually more sad than afraid. There are usually tears in your eyes… but there were no tears to be found this time.”

Rainbow mouthed like a fish for several seconds, her mind racing. She didn’t want to admit that she had seen Chrysalis, or that she had seen herself being tortured. She didn’t want to even remember that day, much less talk about it. After a few more seconds, though, she looked down and nodded. “Yeah… it was something new…”

Luna joined her sister in stepping forward upon hearing that, her face distraught with sympathy. “Oh, Rainbow…”

“What did you see? Can you tell us?” Celestia asked softly, finally taking a position next to Rainbow and wrapping her outstretched foreleg over the pegasus’ shoulders.

Rainbow shuddered, but slowly began to relax in the embrace. She lowered her hooves, opened her eyes, and leaned against her mother’s side for support. “...I saw her,” she relented meekly before shuddering again. She could still hear that song... But it wouldn’t solve anything to hide it, now.

“Her…” Luna pondered, sitting on the opposite side of Rainbow from Celestia. Her face scrunched with thought before the proverbial light bulb turned on. “...You mean Chrysalis?” she questioned, unable to hide the resentment on speaking the name.

Rainbow stiffly nodded her head. “Y-yeah. I saw her… t-torturing me. Back in the Empire, before you came to help us…” she explained before screwing her eyes shut, the vision replaying itself in her mind's eye.

“She… she broke my ribs… she bit my hoof… she pulled something out of me, and… a-and it felt l-like she was stealing my soul…” she choked out, trembling as she spoke. “I… I’ve never felt so scared or powerless in my life… I thought I was winning, that maybe, just maybe I had a chance. But she was just playing with me! I was just a toy to her... a snack… all I could do was scream as she…” her voice trailed off, and she sucked in another breath through her clenched teeth.

After a few seconds, she managed to open her eyes. “...I thought she was going to k-kill me…” she croaked, her voice growing quieter and quieter as tremors wracked her body.

Celestia’s expression darkened as Rainbow recounted the story, and she pulled her closer and draped a wing over her. “It’s okay, Rainbow. It’s over now…” she whispered, craning her neck down to nuzzle Rainbow on her head. “Chrysalis is gone. She paid dearly for what she did to you, and you survived.”

Luna slid closer to them as well. “I am so sorry, Rainbow… there is no way this can be easy for you. But… I must ask, did you not tell Twilight Sparkle about your condition?” she asked, a questioning look in her eyes.

Rainbow shifted slightly and looked over at Luna from between Celestia’s giant feathers. She then looked down at the floor. “...I should have told her, I know... but I wanted her to have happy memories, first. I didn’t want to tell her about something as dark and depressing as that just yet. I gotta make sure that, if she never remembers, that her new memories are worth the price. I gotta make sure that she didn’t…”

Her voice trailed off, her heart twisting as the image of Twilight’s lifeless body in her hooves resurfaced in her mind. She quickly screwed her eyes shut and shook her head wildly to dispel the image. She then sighed and rested her head against her mother's side. “...I gotta make sure her sacrifice wasn’t in vain.”

Celestia and Luna shared a troubled glance once Rainbow was finished. The former let off a quiet hum before leaning down a little more and looking into Rainbow’s eyes. “You may want to explain what happened to her when we return.”

Rainbow’s face lit up, even if only a little, at the thought of Twilight in the other room. “Oh, uh… h-how was she doing when you came over here?” she asked carefully. “I didn’t upset her too bad, did I?”

“She’s shocked and confused,” Luna explained slowly, her eyes moving to the door and narrowing just slightly. “An understandable reaction…”

Rainbow sighed and nodded before slumping against Celestia’s side again. “Right… fair enough…” she mumbled before taking a deep breath, finally starting to look calm again.

Celestia lifted her head back up, her expression hopeful, but cautious. “Are you ready to return to them?” she asked while reaching down with her hoof to lightly pet the top of Rainbow’s mane.

Relaxing a little more under the ministrations, Rainbow shook her head. “No, not yet… I still need a minute…” she replied before going silent and just focusing on breathing.

Celestia nodded in understanding. “Of course. Take as long as you need. And if there is anything we can do, please, let us know,” she reminded slowly. “You don’t have to carry this burden alone.”

“I know…” Rainbow nodded. “I know.”

A silence fell over them, Rainbow steadily collecting herself against Celestia’s side, and Luna staring off into space with a thoughtful look on her face. After another few moments, Luna looked over at Rainbow, her eyes lighting up hopefully. “If I may make a suggestion, my niece?” she said abruptly, drawing their attention.

Rainbow opened one eye and looked sideways at Luna. “Hmm?”

Luna shifted on her haunches and rolled one of her hooves as she spoke. “As you know, I have the power to enter into somepony’s dreams, and dreams are, in a sense, a manifestation of one’s innermost thoughts and feelings laid bare. There isn’t the filter of a fully conscious mind to muddy up the waters or distort the feelings. In such a space, the impossible becomes possible, and the abstract becomes tangible. If you wish for it, I could step into your dreams, and we could, in theory, find the roots of your PTSD. With time, perhaps, maybe I could help you overcome them.”

Rainbow’s one open eye grew steadily more and blanker as Luna spoke. Then, she slowly blinked before shaking her head. “Luna… simpler, please. Not in the mood for complex stuff.”

Luna looked distinctly offended at Rainbow’s words but then shook her head with a mild look of amusement on her face. “Oh, very well. I am proposing that I enter into your dreams and provide therapy. Dream Therapy, if you will,” she reiterated much more simply.

That got Rainbow and Celestia’s full and undivided attention. Both of them looked at the blue alicorn questioningly. “Wait, that’s a thing?” Rainbow asked, some of her energy starting to come back.

Luna nodded in the affirmative. “But of course. All of your truest feelings are represented in your own mind and dreams, meaning we wouldn’t have to waste time trying to find the source of the problem. We would need to merely decipher the meaning of what we see, and then we’d be able to spend more time looking for ways to overcome your condition.”

Celestia’s own expression grew thoughtful as she considered this. She lifted her free hoof to rub at her chin. “And time is skewed within a dream. It can flow faster or slower depending on the needs of the dreamer…”

“Precisely. We could make weeks worth of progress into a single session, if needs must,” Luna affirmed before returning her attention to Rainbow. “It would not be every night, mind you, as I would need to wait for an opening in the wider Dream Realm. I cannot neglect the needs of our subjects for you, I am afraid. But if nopony in the Dream Realm needs my assistance just then… Then I may come to you. What do you think?”

Rainbow gave it some thought, humming quietly. It seemed like a good idea, in premise, but she had tried therapy before. Or rather, Celestia had done everything in her power to provide therapy when she was just a little filly. They had spent almost a year on her, just trying to make progress and lessen her symptoms. However, they never made any meaningful progress, and eventually called the whole thing off.

However, this was a little different, wasn’t it? She wasn’t going to be seeing a normal therapist, who would have to poke and prod to get her to open up. She would be seeing Luna within her own mind. If what she said was true, then finding the problems would be simple.

Solving them would be a lot harder, though. But Rainbow had gotten a lot better at introspection over the years. She had to when she was trying to figure out her feelings for Twilight, after all. Plus, this would all happen when she was asleep, so her daily schedule wouldn’t really be messed with... So really, what did she have to lose here?

After a moment more of consideration, Rainbow managed to give the tiniest of smiles. She lifted a hoof casually before letting it thump against her side. “Hey, go for it. If it’ll help me get over these stupid flashbacks, I’m game,” she confirmed before letting off a quiet breath and closing her eyes again.

Luna’s face brightened slightly with a small smile as well, and she scooted just a little closer to them. Her own wing unfolded from her back and wrapped itself over both Celestia and Rainbow like a protective blanket. In turn, Celestia leaned closer to her younger sister, and Rainbow found herself completely enveloped in a warm and comforting barrier made of feathers and fur.

Her smile slowly grew. “Heh… thanks, guys…” she muttered out, basking in the embrace for as long as she could.

She’d missed this… just being with her family. Sure, she thought, she had gotten to spend time with these two and just be with them once Sombra had been defeated back in the Empire, but they had spent a lot of that time just trying to organize relief efforts, begin repairs, and, of course, tend to Twilight… and then the sisters had to return to Canterlot, leaving Rainbow and Spike on their own.

Before her thoughts could go much further, though, the barrier of alicorns slowly began to come undone. Rainbow opened her eyes and watched in mild disappointment as her mother and aunt folded their wings back up at their sides. It was Celestia who spoke. “We should probably get back to the others,” she said in a hushed tone, her eyes boring into Rainbow’s carefully. “They must be worried about you. Are you ready?”

After a few moments of silence, Rainbow gave a slow nod and began to get back to her hooves. “Yeah… yeah, I think I’m good. Let’s go,” she said, though her voice was still noticeably weak. Realizing this, she cleared her throat, shook herself, and offered a reassuring smile. Celestia and Luna shared a look, and then, together with Rainbow, made their way back out into the front room of the house.


Twilight had gone completely silent since the princesses had left, her mind racing at a million miles an hour as she tried and failed to piece together what had happened. All the others were all still sitting at that table, glancing between one another anxiously.

Suddenly, the sound of a door swinging open reached their ears, as did several pairs of hooves clopping along the floor. Twilight looked up and saw the trio return, Rainbow looking to have calmed down. Still, Twilight immediately sprang from her seat and sprinted over to them, all but shrieking to a halt in front of them. “Rainbow! Are you alright!? What happened? What did I do? What-” she went to ask, then went silent when Rainbow lifted a hoof.

“Twilight,” Rainbow said before slowly shaking her head and sighing. “I’ll tell you all about it before we go to bed tonight. Right now, just…” she looked directly into Twilight’s eyes, her expression pleading with her. “Don’t use magic on me unless you have absolutely no other choice.”

The alicorns by her sides nodded in confirmation. Twilight took a step back when she noticed the way Luna’s eyes, in particular, narrowed at her with scrutiny. It was like she was being silently judged...

Shaking it off, though, Twilight looked between them for a few more seconds before swallowing heavily. “O-okay. I won’t…” she said in a quiet and timid whisper before backing out of their way.

Luna gave her one more sideways look and resumed her journey for the table with not even a word. Celestia, on the other hoof, craned her head down to look into Twilight’s eyes and offer her an encouraging smile. “Do not blame yourself too much for this incident, Twilight. You had no way of knowing what would happen,” she said quietly before following Luna back to the table.

That left Twilight and Rainbow in front of one another in an awkward silence. Twilight looked down at the floor, her ears drooping in guilt. “I’m sorry…” she mumbled dejectedly.

To her surprise, Rainbow snorted in amusement. She reached out and lightly tapped Twilight’s chin so they were eye-to-eye again, revealing that Rainbow’s face, while still tired looking, was much more lively than it had been a minute ago. “Twi… stop saying that, would ya? It’s my line,” she said simply.

“No, it isn’t!” Spike rebuked from their side, having waddled over in the quiet without Twilight noticing. Rainbow shot him a frown, and he crossed his arms over his chest in an annoyed huff. “And don’t even think of trying to argue with me about that, because you are wrong. Now stop pouting, would ya? Your tea’s getting cold!”

Rainbow’s face lit up with mirth, and she openly laughed at Spike’s remark. She then reached over and gave Spike an affectionate noogie as she passed. “Heh. Wow Spike, when did you grow a backbone?” she asked playfully, the noogie drawing an indignant huff out of Spike.

He spun around to follow her, his claws flying up into the air in exasperation. “About the same time you decided to donate yours,” he bit, smacking Rainbow on the shoulder before falling into step next to her.

Twilight watched them go for a moment, just listening to their banter. “She doesn’t seem the worse for wear…” she thought, a small amount of relief starting to warm her heart back up. She nodded to herself as if to confirm that sentiment before starting to follow them.

Still, though…

She felt a pit of regret forming in her heart to swallow that warmth as she recalled how Rainbow had reacted to the magical hold. It had all happened so fast. Rainbow’s eyes had flown wide open, and she was suddenly screaming and thrashing like a pony possessed. She had looked terrified, and more than once screamed out for help, like she was in pain.

Almost everypony else began to shout over each other at once, trying to tell her to stop it, to let Rainbow go, but their voices had all blended together. She had felt so overwhelmed that, for a moment, she had locked up, not sure how to respond. It had taken Spike running over and shaking her to snap her out of it, and only then had she released Rainbow.

She had looked so scared...

“Twily?” Shining’s voice interrupted her thoughts, and she came to a stop to look sideways at him. Alongside their parents, Shining wore an expression of concern. “Are you okay?”

Twilight thought for a moment, biting her lip uneasily. “Uh… I…” she muttered quietly before lifting her eyes to watch as Rainbow settled back down into one of the loveseats, this time with Spike joining her. They made eye contact with Twilight, and Rainbow waved her over, beckoning her to join them.

With a hopeful look in her eyes and the warmth returning, Twilight looked at her family again. “I think so, yes,” she stated with more confidence in her voice.

And with that, she stepped forward to join her former lover and her number one assistant, ready and eager to hear more stories of her fillyhood. Rainbow gave her a pat on the shoulder as she got settled, and then they looked back at the table. “Okay, where were we?” she asked, reaching for her tea.

Velvet clopped her hooves together and leaned forward with a vile smirk starting to spread on her face. “Oh, I know! I was about to lighten the mood by getting out the foal photos...”

Her tea forgotten, Rainbow stood up. “I’m leaving.”

New Memories

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Hours came and went as the two families sat and talked about times past, and their hopes for times to come. During all of the back and forth, Rainbow was unable to keep herself from periodically glancing over at Twilight. Every time she did, she couldn’t help but smile from ear to ear at the expression of awe and wonder on Twilight’s face with every story she heard and every new bit of information she learned about herself.

Eventually, Rainbow began to tune out the recounted stories. She knew them all by heart at this point anyway, and right now she was too tired to really commit to the discussion. Or maybe she was just too enthralled by the sight of the mare she loved sitting next to her…. Truth be told, it was all but impossible to really tell right now. Not that Rainbow minded either way.

Wings or not, amnesia or not, she couldn’t stop the butterflies from waltzing in her stomach whenever Twilight smiled or gasped at some new detail from whatever story or other Night Light was telling her. Though Rainbow would always loathe the notion of admitting it out loud, she held no qualms with admitting it within the privacy of her own mind… Twilight was beautiful.

She was suddenly jarred from her thoughts when Princess Luna rose from her seat with an exclamation of surprise. “Oh! I do believe we have lost track of time,” she announced, her eyes glued on a grandfather clock that resided against the wall.

Curious, Rainbow turned her head to look and nearly blanched when she realized it was almost an hour past due for sunset. “Wow. It’s not like you guys to miss that,” she noted with a chuckle, flashing her mother and aunt a playful smirk.

Celestia was unphased. She just rolled her eyes, her hoof slowly inching for the foal photo album that still rested on the table. Rainbow’s ears fell. “Are you quite certain you wish to begin a game of teasing now, my daughter? While I have such a healthy supply of ammunition right here…?”

“I’ll behave,” Rainbow immediately surrendered, her cheeks burning a furious shade of red. “I’m sorry. Mercy?”

Celestia hummed exaggeratedly for a second, her hoof continuing to drift over the book. Then she leaned back while giving a sage nod of her head. “Mercy.”

“Oh, come on, it wasn’t that bad, was it?” Twilight lightly chastised while nudging Rainbow’s shoulder and giggling at their antics. “I mean, sure, you did kinda look like you were-”

“One more word, Twi,” Rainbow turned to her in warning. One of her eyes twitched and an enormous and manic grin was plastered all over her muzzle. “One more word and I’ll give you amnesia two point zero.”

Luna paused mid-step, a thoughtful frown on her face. “That’s… not how that works-”

“Two. Point. Zero,” Rainbow cut her off emphatically.

Luna rolled her eyes and gave off an exaggerated sigh of defeat before continuing on her way for the large windows at the front of the home, Celestia soon following after her. That just left Rainbow and Spike with Twilight and her family sitting at that table.

Night Light cleared his throat while the royal sisters set about bringing on the night. “Well, uh… I know you should be getting back to Ponyville soon, but how would you three like to spend the night?” he asked hopefully, his eyes glued on Twilight. “Maybe spending the night in your old room will help jog your memory?”

Twilight’s smile faded slightly at the less playful reminder of her amnesia. She shifted her weight uneasily on her haunches and glanced at Rainbow and Spike as if for confirmation.

Rainbow didn’t need more than a second to weigh the choices. “Sure, long as you still have a guest bedroom I can use,” she replied casually while leaning back in her seat.

“Oh, we do,” Velvet assured with a smile and a nod of her own. “We’d never dream of getting rid of it. Putting aside visits from our non-royal friends, we always loved it when you came over to spend the night with Twilight when you were little. Your slumber parties were just the cutest…”

Rainbow puffed up her cheeks indignantly. “I’m not cute! I’m awesome!”

Spike gave Rainbow a skeptical look.

“Like, at least twenty percent of the time!”

Spike’s deadpan deepened. “Uh huh.”

Shining Armor chuckled at that before rising to his hooves. “Well, I’m glad to see you three haven't changed all that much,” he said happily before he turned for the front door. “I wish I could stay with you, but I have duties in the castle to catch up on.”

“That’s fine, dear,” Velvet dismissed his apology with a wave of her hoof. “You go do captain things. We’ll look after the fillies.”

“I’m a grown mare,” Rainbow bluntly pointed out with an annoyed look.

“Only sometimes,” Celestia quipped right back a moment later, returning from lowering the sun while Luna set about raising the moon.

Rainbow pouted pitifully at her but said nothing. Instead, she hopped down from the couch and gave a languid stretch. She sighed as a few satisfying pops emanated from the joints before standing upright. “Alright, well, I think that’s enough of that. I’m gonna head upstairs and get my room setup, I think,” she announced before giving Twilight one more look.

“Actually,” Celestia suddenly said, her tone becoming somewhat more serious. Curious, all eyes turned to the solar princess to see that her expression had darkened somewhat. “Before you turn in, there is one more matter I need to discuss with you, Rainbow… in private.”

Rainbow’s ears drooped just slightly, and she gave Twilight an apologetic look. “Oh… alright, sure,” she acknowledged, a small flame of dread and concern forming in her chest. Whatever this was about, it couldn’t be good. Celestia’s grim face had told her that much…

The solar alicorn nodded her head, turned, and led Rainbow away from the others. She paused after a few steps to look back towards Twilight and Spike. They gave her reassuring nods of their heads, prompting her to move on.

Their route took them up the stairs and into a dimly lit hallway before Celestia came to a full stop and turned to face Rainbow. They locked gazes, and Rainbow took a moment to truly study her mother’s features and evaluate her mood.

“...I received correspondence from Cadance before we came down her earlier,” Celestia began slowly, her own eyes boring into Rainbow’s and intently scrutinizing her every response.

Rainbow met her gaze head-on, though she tilted her head to the side all the same. “Okay? And?”

Celestia hesitated, and Rainbow could see a struggle behind those purple eyes of hers. Whatever it was she wanted to say, it was either hard to say it… or she just didn’t want to. In the end, though, Celestia steeled herself and responded. “...Stinger is missing.”

It was as if someone had started a large fire under Rainbow’s belly, one whose many burning tongues licked all over her body. Her entire body began to tremble and burn with swelling feelings of hatred, especially at the base of her skull. She took in a deep breath, her pupils dilating and her nostrils flaring. “...Excuse me?”

Celestia’s face twitched with a barely noticeable wince when she heard the venom in her daughter’s voice. “Stinger is missing from her cell in the Crystal Empire dungeons. She has somehow escaped her imprisonment and Cadance doesn’t know where she is. Every effort is being made to find and apprehend her, though.”

Stinger had escaped… Rainbow ground her teeth together behind her lips before swallowing heavily. “...I see,” she said in a cold, shaking voice. Her eyes narrowed, and there was no missing the ferocity in them. “...Do we know what she’s up to?” she seethed, her scarred hoof drawing back along the floor.

Celestia shook her head. “Unfortunately, no. I consulted with Thorax before Luna and I came down here, and his guess was as good as mine. All we can do for now is hope that she has decided to return to the hive to regroup.”

“And the hive is without a leader right now,” Rainbow pointed out, the image of a black-barked tree with teal hair hanging from the branches flashing through her mind. “She’ll be walking into a power vacuum.”

“Precisely…” Celestia sighed and shook her head. “I know this must be upsetting for you after what Stinger did… but all the same, I thought you should know.”

Rainbow slowly nodded in understanding, her lips pressed tightly together. After a few moments of silence, she let out her tension in a long breath before nodding again, more loosely this time. “Right. Thanks for telling me. Do me a favor and keep me posted, will ya?”

“I will,” Celestia promised before craning her neck down to plant a light kiss on Rainbow’s forehead. When she pulled back, it was only by a few inches, their foreheads resting against one another. “I must return to the castle, now… will you come to see me before you return to Ponyville tomorrow?”

“Dunno… we’ll see,” Rainbow replied noncommittally. “I gotta look after Twilight first… and she might need some time to wind down and get reacquainted with life in Ponyville. She’s had a pretty hectic few days…”

Celestia nodded regretfully before smiling all the same. “I understand… goodnight, then, my daughter.”

Rainbow reached out, hooking her forelegs around Celestia’s neck and pulling her into a warm embrace. The alicorn returned the gesture for quite some time, and both of them took the chance to just savor the other’s presence.

As much as she had cherished every moment she’d gotten to spend with Celestia since they defeated Chrysalis and Sombra up north, she couldn’t stop herself from wishing with all of her being for more and more. She’d been so close to losing her, to losing her family, losing everything she loved. She never wanted to let go…

But let go she did, and as Celestia trotted past her with a whispered farewell, she realized that the alicorn had smartly led her to stand right in front of the guest room…


Twilight ascended the steps a minute or so after Rainbow and Celestia disappeared into the hallway. She knew where her room was, her parents had pointed it out to her in no uncertain terms, and that was where Spike had gone to wait for her. As she walked, her mind wandered from one aspect of the evening to the next, rapidly going over all of the various things that had happened.

From discovering she and Rainbow had once been lovers, to discovering that the pegasus princess had some sort of adverse reaction to magic, to the delightfully hilarious foalhood photos, and of course, all of the stories about her past. It had all been enthralling and intriguing in so many ways, and she felt ready for rest and pleasant dreams.

But there were still a few things she needed to do before she could go to bed for the night. And right now, the only pony she could go to for that was in a private audience with the princess of the sun.

As if on cue, Celestia emerged from the hallway she and Rainbow had vanished into. She gave Twilight a smile and a nod as they passed each other on the steps. “Sleep well, Twilight,” she said softly.

Twilight nodded and gave a small bow of her head. “Thank you, Your Highness. You, too.”

Celestia rolled her eyes and gently lifted Twilight’s chin with her hoof. “Please, Twilight. After everything you’ve done for Equestria, for my subjects, and for my daughter, I almost think I should be the one bowing to you…” she chastised before shaking her head. “You don’t need to be formal with me… to you, I am just Celestia.”

First name basis with one of the ruling monarchs? Twilight had been out of the hospital for only a few days and already she had that achievement squared away under her belt. She didn’t let it display too much on her large grin, though, or in the quiet giggle that slipped past her lips. “A-alright, Celestia,” she said all the same before continuing up the steps. “Goodnight.”

“Goodnight, Twilight,” Celestia called after her before departing from the home of Twilight Sparkle’s family.

With the sound of the front doors clunking closed downstairs reverberating in her ears, Twilight stepped into the hallway that Rainbow was in. She discovered that there was a door in it that stood open. A yellow light was shining from within, creating a bright patch against the wall and floor.

Gingerly, Twilight peeked her head into the room. She did so just in time to see Rainbow pulling the band off of her mane, undoing her ponytail and allowing the long hair to spread freely over her neck, back, and hang limply over her shoulder. She gave her head a few shakes to untangle some of the mess, sending the hairs spreading out in every direction. She must have caught sight of Twilight out of the corner of her eyes and turned to look at her with a small smile. “Hey. You need something before bed?”

Twilight slowly stepped into the room, giving it a cursory examination. It was modest but pleasant. A decently sized bed sat against the far left-side corner, decorated with white sheets and warm, fluffy blue blankets the color of the night sky. Next to the bed was an end table with a lamp that provided the light.

The walls were a slightly warmer shade of purple than the walls, lending itself to an atmosphere of dusk or dawn. A dresser sat against the right wall, and a vanity mirror hung over it, which Rainbow had been looking into. The floor was a silvery grey carpet, soft and smooth beneath Twilight’s hooves.

Her quick examination complete, Twilight looked at Rainbow again. “Sorry, I just had one or two more questions to ask you, that’s all,” she said quietly before her horn lit up and the door swung shut behind her.

Rainbow tilted her head at the door, then shrugged her shoulders. “Oh yeah? Well, c’mon then. Out with it,” she urged simply while trotting over to the bed. Twilight followed her at a slower pace.

“Well, first of all…” she paused, her teeth catching and holding her upper lip. After a second, though, she managed to give voice to her question. “Your… reaction to my magic. What was that?”

Rainbow’s hoof had just hooked itself under the edge of the sheets, ready to pull them back. She paused at the question, however, her ears folding back. Without looking at Twilight, she looked down at the floor and heaved a heavy, tired sigh. ‘Right… I said I’d tell you about that, didn't I?”

“I shouldn’t have asked,” Twilight immediately thought, and went to express that sentiment when Rainbow cut her off.

“I have post-traumatic stress disorder. Or something similar to it, anyway,” Rainbow began, still not turning to look at her. Her voice was slow and deliberate, resigned even. “I’ve had it since before you and I ever met. Whenever somepony holds me in magic, I have these really vivid flashbacks to the day my parents died. It’s always like it’s happening all over again... And it happens because, on the day they died… I was taken away from the scene by a unicorn with magic… and I didn’t wanna go.”

“Oh… I’m so, so sorry…” Twilight apologized, one of her hooves drifting up to hover over her muzzle. “I… I’m sorry, I shouldn’t have-”

“Don’t you dare,” Rainbow cut her off before giving her a glance over her shoulder. “It was my job to tell you. You didn’t know, now you do. Let it go and don’t beat yourself up over it. Besides…” she pulled the sheets back and began to climb into the bed. “I didn’t see my parents this time.”

Confused, Twilight began to inch forwards. “You… you didn’t?”

“No,” Rainbow shook her head while resting her head against the pillow and letting off a sigh. “I saw Chrysalis, the changeling queen… she… tortured us before we finally defeated her. I thought I was gonna die for sure... I guess I was in more pain and more scared against her than I was when I lost my parents…”

Twilight slowly nodded in understanding. She didn’t know much about Chrysalis, sure, only what she’d heard in the scattered stories of her friends and family. But what little she had heard was enough to make the hairs on the back of her neck stir. “I see… I’m sorry I made you relive that…”

Rainbow just shook her head. “Nah… s’okay,” she dismissed before her gaze locked onto Twilight’s again. “And your other question?”

Twilight took a few steps forward, coming to a stop right by the side of the bed. Her eyes lowered, and her ears folded back. “We… were lovers, right?”

Rainbow's expression darkened into something somber, but she nodded all the same. “Yeah… we weren’t together for very long before you got amnesia, but yeah…”

Twilight hesitated, her hoof drifting up to hover over her heart. It was beating faster in her chest the more her mind probed this subject matter, filling her with fear and anxiety but she just had to know. She had to know what this meant to her… She licked her suddenly dry lips and looked into Rainbow’s eyes again. “Do you… still love me?

Rainbow’s eyes widened in shock upon hearing that question, and she sat bolt upright. At once, Twilight regretted asking it and looked down. “I’m sorry, that was a stupid question… I should-”

“Twilight,” Rainbow cut her off gently before reaching over and patting her on the head. Confused, Twilight looked up and met Rainbow’s gaze again to find that she was giving her a sad smile. “Of course I do…”

Twilight leaned back, surprised. “You do?”

“Well, duh,” Rainbow rolled her eyes as if it were obvious. “I mean, sure, right now you might not feel it because you can’t remember it, so things are gonna have to go on hold for a while…” she withdrew her hoof, her smile fading away. “It might be a very long time before I hear you tell me the same thing again… it might be a long time before you remember. But I’m willing to wait however long it takes. For you? For what we had? No price will be too high.”

Twilight looked down at the floor, her heart twisting in her chest. She couldn’t really question it after hearing a confession like that, now could she? Rainbow Dash loved her, and quite a lot apparently. And she had loved Rainbow right back. They had once been lovers…

“Go get some sleep, Twi,” Rainbow encouraged her in a gentle voice before laying her head back down and turning out the light on the lamp with a tug of her hoof. “I’ll see you in the morning.”

But Twilight’s didn’t get up and go. Instead, she stood there for several more seconds, a battle waging within her own mind.

They were lovers. Twilight Sparkle and Rainbow Dash were a couple. They loved each other very much…

Twilight began to lift one of her hooves, her heart beating harder in her chest.

...She shouldn’t be doing this. It felt wrong. Every fiber of her being was screaming at her to abort this stupid idea and go to her own room. To just forget it. Rainbow had said it herself, their love was on hold for now.

...But that’s not what Twilight Sparkle would want, was it?

Swallowing the lump in her throat and failing to suppress the tremors filling her body, Twilight placed her hoof on the sheets and began to pull them back.

Rainbow’s eyes opened up after a moment, and when she realized that Twilight was trying to climb into bed with her, she suddenly sat upright and put a hoof on the alicorn’s chest to stop her. “Woah, Woah, Woah! Twi, what are you doing?” she asked incredulously while her other hoof flew over to flick back on the light.

Twilight grimaced and flinched back, shame and indecision joining her fear. “Rainbow, I… we’re lovers, so… shouldn’t I-”

Rainbow’s hoof pressed more firmly into her chest, and it only then occurred to Twilight just how frenetic her heartbeat was. Rainbow must have felt it, too, for her eyes became glued to Twilight’s chest. “Twi… no. Not if you’re uncomfortable with it,” she replied slowly before looking up into Twilight’s eyes.

“B-but I am comfortable with this,” Twilight stammered immediately, her words clearly forced. “I swear! Isn’t this what I would do? Didn’t you tell me we slept in the same bed while in the empire?”

Rainbow’s expression became stern. “That was then, this is now. Besides, I know this is extremely uncomfortable for you. I can tell. Your heartbeat, the speed of your reply, the way your left eye is twitching just a little…” she listed off before shaking her head and gently pushing Twilight back and off of the bed. “Maybe you would have joined me in this bed if you still had your memories… but you don’t. No matter what you would do before, I don’t want you forcing yourself to do it now if it makes you uncomfortable.”

“But we-”

“We were lovers, Twilight,” Rainbow stopped her sternly. “And I want nothing more than to have that back… but it isn’t worth it if you force it. Because then you won’t be happy…” Rainbow’s expression turned somber, and she slowly came back to a rest in her bed. “And if you’re unhappy, then so am I…”

The silence that followed was heavy on both of them. After a few seconds, though, Twilight slowly nodded her head. “...Right… sorry… I’ll go to my own room, then…” she said quietly, unable to hide her relief at the prospect. She turned and began to make her way for the door. She paused mere moments away from opening it when she heard Rainbow shift again.

“And Twilight?”

Perking up, Twilight turned to look at Rainbow. “Yes?”

Rainbow opened her mouth a few times while trying to find her words. After a minute, she held her head higher and offered her a smile. “Don’t worry about the past, okay?”

Twilight blinked and turned to face Rainbow directly again. “What?”

“I know that having amnesia sucks, and it’s really hard on all of us…” Rainbow explained slowly while rolling a hoof for emphasis.”But I think that maybe you shouldn’t worry about getting your memories back all that much. It might happen, but…” she lost her smile to a forlorn frown. “...There’s always the possibility that you’re always going to have amnesia. That you might never remember… so until you do remember, do you think you can try and focus on making new memories for yourself?”

Twilight tilted her head for a moment, then looked down at the floor. She scuffed one of her hooves against the carpet before giving a slow nod. “I… suppose,” she said, not really sure she believed her own words. Maybe she could let it go, but there were so many stories that she had already heard about herself… how could she just let go of the mare she was supposed to be after that?

Rainbow, unaware of that internalized question, nodded her head. “Okay… I’ll still tell you about your past if you ask me, of course, and I’ll fill you in about the world around us as you need to learn about it…” she rested her head on the pillow one more time, her smile returning. “But we’ve got our whole future ahead of us… and that goes double for you. Make it count, eh? Please...”

Twilight looked into Rainbow’s eyes again when she heard that last word. There was something in Rainbow’s eyes, something that ran deep… the tension in her face, the slight shimmer in her eyes…

Twilight felt a stirring in her heart, and so she nodded in response. “Okay… I’ll try. Goodnight, Rainbow,” she said softly before opening the door with her magic. At the same time, Rainbow reached out and flicked out the lights one more time.

“Goodnight, Twilight… sweet dreams.”

The door closed.

Surprise!

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Twilight stared distantly out the window of the train, absently watching the landscape outside pass with minimal interest. The sun hung high in the sky, the hour being just a little before noon. Spike rested against her side, his eyes closed and subtle snores sneaking out of him every once in a while. He had claimed to have not slept very well the previous night, citing that he wasn’t used to using a pony-sized bed. They hadn’t brought along his bed basket when they left Ponyville, after all.

The only other pony in the compartment was Rainbow Dash, who sat directly across from Twilight. Her eyes were also pointed towards the terrain outside, a thoughtful look on her face with her chin resting in her hoof. Every so often, Twilight would catch herself looking at the pegasus. Every time she did, she would tear her eyes away and stare more intently through the window.

Things had been like this since they had gotten up that morning. Twilight had been having a hard time saying anything to Rainbow Dash... Although truth be told, she was having a hard time talking to anypony. Her mind was just far too occupied with all of the things she had heard in her parents’ home, not to mention her scrambled emotions. The gentle bumping and rolling of the train served to soothe her, though, and she was able to dedicate more brain power to sorting through it all and getting herself situated.

“...It’s gonna be weird,” Rainbow’s voice suddenly cut through the silence, snapping Twilight out of her reverie with a start.

Curious, Twilight turned her head to look at Rainbow to see she was still looking distantly out the window. Her eyes had opened up slightly, shifting more with thought than to track the scenery. Confused, Twilight tilted her head to one side. “What do you mean?”

Rainbow didn’t look at her, instead nodding her head forwards at something in the distance. Twilight looked and saw that Ponyville was becoming visible in the distance as their altitude dropped. Rainbow got a small, wistful smile on her face. “Going home. Going back to everyday life… after so many months of doom, gloom, and…” her eyes drifted to her scarred hoof, and her smile faded. “...and other bad stuff… it’s gonna feel weird to sit down and just… live again.”

Twilight’s ears drooped slightly, and her eyes found the cushion beneath her hooves. “...You really went through a lot, didn’t you?” she asked in a soft and gentle voice, not quite willing to look up.

We went through a lot,” Rainbow corrected before giving a slow nod. “But yeah… kinda hard to believe so much happened in just a few months… but eh,” she leaned back in her seat and finally looked at Twilight. “It’s done, now. So let’s just go home, sit down, and relax for a while, kay?”

Twilight was quiet for a second, not sure what to say. When Spike snuggled a bit closer against her side, though, she couldn’t help but unfold one of her wings and drape it over him. It was almost a reflex, something she didn’t really think about doing. “Yeah… that sounds good…” she agreed quietly before lifting her eyes to meet Rainbow’s gaze again.

“Glad to hear it,” Rainbow said in a hushed tone before her eyes fell on Twilight’s outstretched wing. A small grin split her muzzle, making Twilight suddenly feel a little worried. Then Rainbow lifted a hoof to point at the feathery appendage. “Just don’t get too comfortable. We’re gonna hafta train you how to use those new wings of yours one of these days.”

Twilight frowned and lifted her wing up to her face so she could look at the feathers. It still felt odd, having these limbs. They felt so alien and out of place… from the moment she had woken up in the Empire, the fact that she did not have wings before was the only thing she could really say she knew, aside from her name. She sighed and draped it over Spike again. “I suppose…”

Rainbow’s grin faltered, and she leaned forward in her seat. “Hey, now, don’t look like that. It’ll be fun! And y’know what?” she stood up and quietly made her way to stand directly in front of Twilight. “You’re gonna do great. I know you will.”

“How do you know?” Twilight inquired skeptically, tilting her head at Rainbow while her muzzle scrunched up.

In response, Rainbow just playfully poked her on the tip of her nose, making her go cross-eyed. While Twilight recovered from that sneak attack, Rainbow nimbly hopped up onto the seat and settled down next to Twilight so Spike was sandwiched warmly between them. She then looked into Twilight’s straightened eyes and winked. “Cause I know you. Amnesia or not, you’re still Twilight Sparkle… and even if you fall and kiss the dirt a hundred times, when you get it…” she reached out and placed a hoof on Twilight’s shoulder. “You’ll get it.”

A silence fell over them for several moments, with Twilight unsure of what to say. Rainbow’s confidence in her was both encouraging… and concerning. She tore her eyes away from Rainbow’s and nodded her head. “Right… thanks, I guess. I mean, you’d know better than I would, wouldn’t you?” she pondered, her mind drifting somewhat at the idea.

Rainbow shook her head and retracted her hoof. “For now, maybe…” she admitted before shrugging her shoulders and leaning back. “Won’t last long. Once we’re settled in back home and really start to get back into the swing of regular life, you’ll start to figure yourself out no problem. That’s a promise.”

Twilight managed a small smile at that and nodded gratefully towards Rainbow. “Thanks, Rainbow,” she said softly before returning her attention to the landscape rolling by outside. She perked up when she realized they were almost at their destination, the buildings of Ponyville starting to pass by through the window. “Oh, we’re here!”

Rainbow raised an eyebrow. “Huh. That was quick… musta zoned out harder than I thought,” she mused before hopping off of her seat and giving a languid stretch. She gave off a pleased groan before turning and reaching for Spike. She stopped with her hoof mere inches from him, though, and her eyes drifted up to Twilight’s.

Twilight noticed her staring and frowned. “What? Why are you looking at me like that?” she asked, reaching up a hoof to touch her face as if there were something there.

Rainbow smiled softly and nodded down at Spike while retracting her hoof. “You wanna carry him? The little guy’s still asleep,” she pointed out, drawing Twilight’s attention to the slumbering drake. “And you did hatch him…”

For a moment, she wanted to say no. But when she saw that her wing was already draped over him like a protective blanket, she couldn’t help but smile. He was pretty adorable like that… and she had known him since the day she woke up. He and Rainbow were the two creatures she was most comfortable with at this point…

They’d done a lot for her. It was only fair that she returned the favor, wasn’t it? Besides, like Rainbow said - Twilight had hatched him. So, with a gentle glow and hum of magic, Spike was slowly lifted away from Twilight’s side. She got down from her seat and set him down on her back, nestled comfortably between her wings. To her surprise, he was a lot lighter than he looked, but then she remembered Rainbow’s words from when they were in the sky.

You’re an alicorn, now. You’ve got a little bit of everypony in you; including pegasi.”

“Hmm… A little of everypony… so I have earth pony traits too?”

“You’re probably a lot stronger now, yeah, and your magic is also probably a lot stronger than it was before.”

Figuring it must have been her alicorn strength, Twilight nodded at Rainbow just as the sound of metal grinding against metal screeched through the air from outside the train. The momentum of the vehicle began to steadily crawl to a halt, and the two ponies stepped out of their cabin and back out into the train proper.

Soon, they were emerging from the train and stepping out onto the platform. Twilight took a few steps forward before closing her eyes and taking a long, deep breath through her nose. Ponyville definitely had a nicer smell than Canterlot did. While the big city smelled of snow and mountain winds, Ponyville smelled like flowers and grass. A warm summer breeze washed over her, causing her mane and tail to drift lazily in the air while her feathers wavered on her wings.

She opened her eyes just as Rainbow came to a stop next to her. The two made eye contact before Rainbow nodded forwards. “So… we going?” she prodded simply.

Twilight didn’t hesitate and started forwards at a relaxed pace. “Yes. We are…” her head turned so she could smile down at Spike on her back. The little guy had stirred somewhat but was still sound asleep. “...Let’s go home.”

Rainbow fell into step besides Twilight, her eyes trained on the trail ahead of them. They didn’t need to say anything else to each other. They just trotted along in companionable silence, and Twilight took the opportunity to appreciate the bright sunlight and fresh air. Many ponies were still giving her curious and shocked looks as they passed, their eyes drawn to her wings. Some of them whispered to each other, no doubt about her lost memories.

She’d be lying if she said it didn’t bother her. It very much did, and unless she got her memories back, such behavior would always be uncomfortable to see. But, thankfully, it wasn’t quite as bad as it had been the last time. Maybe she was just used to ponies looking at her in surprise at this point. Or maybe it was because a lot of them were… smiling at her?

Hold on, what?

She started paying more attention, and sure enough, many of the civilians they passed wore smug and cheerful looks once their initial shock wore away. It was like they knew something she didn’t… and they liked it.

Twilight frowned and glanced over at Rainbow Dash. “Dash, is there a reason everypony is grinning at me?” she questioned, her brow furrowing.

Rainbow had apparently not noticed the looks herself, for she quickly swept her eyes around at passersby and frowned. “I… have… no idea,” she eventually drawled out before shaking her head and shrugging her shoulders. “Dunno. Maybe they just think the wings suit you.”

“I don’t know,” Twilight muttered, looking around again. “I feel like I’m missing something…”

“Heh, ditto,” Rainbow agreed before picking up her pace a little bit. “It’s probably no big deal, though. C’mon. There’s the library.”

Looking ahead, Twilight saw that Rainbow was right. There it was. The Golden Oaks Library sat just ahead of them, and Twilight found herself pausing for a moment at the sight, one of her hooves hovering hesitantly above the earth.

That tree was her home, but… it didn’t feel like it yet. She’d only spent two nights there, after all… but it was home, nonetheless. Besides, it wasn’t like she had anywhere else to go. Swallowing down her reservations, Twilight trotted up to Rainbow’s side, the pegasus having come to a stop to wait for her by the door.

“Would you like to do the honors?” Rainbow asked with a slightly cheeky look on her face. She jerked her head towards the door for emphasis.

Twilight rolled her eyes. “Eh, sure,” she replied before lifting her hoof and pushing the door open. To her confusion, the inside was revealed to be remarkably dark, as all of the curtains had been pulled tightly shut, and all of the lights were off. Frowning, she took a few steps forward, submerging herself in the darkness. “Huh… did we close all the curt- GAH!”

Twilight’s question was abruptly cut-off when, all of a sudden, her vision was flooded with a blinding light, and a cacophonous roar of cheers and kazoos filled her ears. Startled and yelling, she fell onto her rump, which in turn led to Spike being unceremoniously dumped to the floor with a yelp of his own.

“SURPRISE!” a chorus of voices sang out all at once, and only then did Twilight lift her gaze to see what was before her. Her jaw fell open at the sight.

A gigantic banner was suspended from the roof over the front room. On its white surface, the words ‘Welcome Back to Ponyville’ were written in big, bold, friendly pink letters. Streamers were still falling from the air, as was confetti. Contrasting this, countless balloons of all colors, shapes, and sizes hovered in the air, tethered to various pieces of furniture by colorful strings.

Perhaps more striking than that was the table that had been placed in the heart of the room. There was a circle of paper plates, each of which was decorated with a colorful arrangement of cupcakes. Within the circle of sweetness was a towering multilayered monster of a cake. The frosting was primarily white, while the edges were trimmed with a shade of purple nearly identical to Twilight’s coat.

More decorative lines of frosting that were akin to Rainbow’s mane (in that they were rainbows) swirled around the center of each layer of the cake in an intricate, lightning strike-esque pattern. On the top of the cake, a recreation of Twilight and Rainbow’s cutie marks were clearly visible, having been painted in frosting with utmost attention to detail.

But the most eye-catching thing out of all of it was the assortment of ponies that stood all around the room. Twilight instantly recognized the rest of their friends; Fluttershy, Pinkie Pie, Applejack, and Rarity. They were joined by an assortment of several others - a gray pegasus mare with golden eyes that looked in two directions, a pegasus stallion with a black coat and a silvery blue mane and tail, a collection of three little fillies by Fluttershy, Rarity, and Applejack, and many others.

On the floor behind Twilight, Spike gave off an annoyed groan. “I don’t wanna get up yet… five more mins…” he mumbled in a drowsy stupor before reaching out and wrapping all of his limbs around Twilight’s tail, hugging it close to his chest and promptly falling asleep again.

“Ooh, sorry Spike. But I think she was surprised!” Pinkie Pie squealed in delight before doing a front flip over the table and cake to land in front of Twilight with an overjoyed grin plastered all over her offensively pink face. “Do you like it?! Do ya, huh huh huh?!”

“I don’t - but when - how - why - WHAT?!” Twilight stammered, her brain trying to catch up with everything she was seeing. “When did you have time set all of this up?!”

Pinkie just winked at her. “Haha, please. Twilight, I’ve had this little number planned since before you woke up,” she said before ruffling Twilight’s mane and cartwheeling to the left. She then gestured at everything that had been set up with a wide wave of her hoof. “And this super duper fantabulous welcome home party is aaaaaaaall for you and Dashie!”

“Speaking of,” Rainbow finally chimed in, poking her head in through the door and looking around. She studied the room up and down before smiling in satisfaction and stepping the rest of the way inside. “Wow! You outdid yourself this time, pinks!”

“Only the best for my very bestest friends,” Pinkie glowed, her chest puffing up with praise before she stood up and backed away a few paces. “So, Twilight? Whaddya think?”

Twilight just stared for a few more moments, her jaw still hanging open and her eyes wide. After almost a minute, though, she found the presence of mind to clamp her jaw shut and smile. “Wow… it’s so… amazing…” she breathed before looking at Pinkie again. “We’re such good friends that you’d do this for me?”

“Any day, every day, always,” Pinkie said with a giggle before pointing behind the table. “And look, look! Everypony got you welcome home presents!”

Indeed, there was quite the pile of wrapped boxes in the back of the room, each one colorful and cheery. They were all stacked very neatly, the bows binding them tied to perfection, and oh wow Twilight’s mind was loving that folding job on the wrapping paper.

Snapping out of it, Twilight rose to her hooves, only briefly delayed when Spike thumped to the floor again and took a few steps forward. Rainbow came up to her side as well, her eyes falling on the rest of their friends. “So, you all helped?”

“We did our share, yes,” Rarity acknowledged before stepping forward with Fluttershy and Applejack.

“Pinkie Pie’s been plannin’ this little number since we left the Empire, and she was workin’ on settin’ it all up the second y’all went up to Canterlot,” Applejack furthered, giving a respectful tip of her hat at Pinkie, which made her giggle. “That filly worked her ears off to make sure this was all perfect for ya.”

“And she did an amazing job,” Fluttershy finished off before stepping just a little closer. Her smile faltered somewhat, her eyes boring into Twilight. “So, uh… how did your trip to Canterlot go?” she asked, her voice much quieter than usual.

Twilight’s smile fell away for a second, but she was quick to put it back on. “It went… well. I learned a few things I’m still trying to figure out what to think of, but, well,” she looked up at the banner, her smile growing. “I think talking about that can wait…”

“Eager to see one of Pinkie’s trademarked parties, are ya?” Rainbow asked with a knowing grin. She elbowed Twilight playfully in the ribs to drive home the point.

Twilight turned to face Rainbow and nodded. “Absolutely!”

Off to the side, Pinkie Pie began to vibrate. “YES!” she cheered before sprinting over to the kitchen door. “There’s more, too! C’mon! There’s snacks and games and an alligator in your sink!”

That got Twilight’s attention. “There’s a what?!” she all but shrieked while chasing Pinkie into the kitchen at a full spring, her wings flapping instinctively at her sides. Rainbow watched her go for a moment before rolling her eyes and following after her.


It didn’t take long for Twilight to realize that the alligator was just Pinkie’s pet named Gummy, who had no teeth to speak of whatsoever. He was also really small and actually kinda cute. Although, there was something harrowing in those eyes of his… Twilight felt like that creature had a lot more going on in his head than Pinkie let on.

But, in truth, the haunted look in the alligator’s eyes was soon forgotten by Twilight, as she and all the others lost themselves in the festivities that all of her friends had gone to such lengths to craft, especially on such short notice. There were only one or two moments where the subject of her amnesia made things a little awkward, but somepony always had a quick out or a change in topic to keep spirits high and the party moving.

There had been delicious snacks, entertaining party games, thoughtful presents, catchy and upbeat music, energetic and carefree dancing, stories told around mugs of juice and cider, not to mention that amazing cake. All in all, it was a very well wounded and joyous experience.

The party went on for a long time and only began to wind down as the sun dipped its head below the horizon. As the last of the guests departed the home, leaving her, Rainbow, and Spike alone in the library, Twilight collapsed onto a couch and closed her eyes to relax. She could just hear Rainbow and Spike uttering a last few farewells and thank yous to Pinkie Pie.

This had been a wonderful surprise… if quite an exhausting one. She could already feel sleep taking her away from the waking world, and she let it claim her with no resistance. She was only numbly aware of somepony’s hooves draping a warm, fuzzy blanket over her and tucking her in before the world fell still and the world of dreams opened its doors to let her in.

The last thing she thought before stepping through… was that if Rainbow wanted her to make new memories and be happy, then today had been a perfect way to start.

Flight

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Several months have passed since Twilight Sparkle and Rainbow Dash returned to regular life in Ponyville. As difficult as times may be with her Amnesia, Twilight has managed to get settled and comfortable in the Golden Oaks Library.

With the passage of time comes the passage of seasons. The lush greens of summer have washed away. In their place, the myriad golds and reds of autumn have swept across the world.

As colorful leaves drift and dance their way through the air for the dirt below, Ponyville prepares for an annual event, and Twilight struggles with her wings…


“Huh. Maybe I’m really in a relationship with the dirt,” Twilight absently mused as she pulled her muzzle out of the soil with an audible pop for what felt like the millionth time that day. “It would sure explain why I keep kissing it.”

Twilight shook her head back and forth, clearing out the cobwebs and scaring off the proverbial pegasi flying in circles around her skull. She then let out a very undignified and frustrated groan before loosely rolling over onto her back to stare up at the afternoon sky. She took a few breaths, and her eyes locked onto a passing leaf as it drifted by.

She couldn’t help the brief twitch of a smile that came to her lips as she recalled her amazement at seeing the leaves steadily turn orange and fall from the trees. She had known about the seasons, of course - being one of the few bits of knowledge she had retained upon waking up - but, much like every other part of her life, she had no image in her head to go with it.

She idly wondered if winter would bring about similar amazement when it came rolling around...

Sadly, she was pulled from her daydreaming when she heard a pair of hooves touching down behind her head. She pouted, already knowing what was coming. Sure enough, a certain cyan pegasus with a rainbow mane entered her field of view from above, cringing sympathetically at her crash. “Ooooh… you alright down there?” Rainbow asked through her clenched teeth.

Twilight gave her a flat look, then rolled over onto her belly. “I’m alive,” she mumbled before forcing herself to stand. Rainbow reached out and helped her up. Twilight might have been grateful if Rainbow hadn’t been giving a weak chuckle at her disheveled state as she got back to her hooves.

“Well, hey, at least you’re getting better,” Rainbow tried, patting Twilight down to get rid of some of the dust. “Let’s keep at it, okay? One more try.”

Twilight’s deadpan expression deepened before she made eye contact with Rainbow. “Thirty-nine,” she snarked before flaring up her nostrils. “I’ve crashed and kissed the ground exactly thirty-nine times since you started teaching me how to fly. I know - I’ve been counting.”

Rainbow smirked and rolled her eyes. “Heh. Of course you did,” she stated dismissively before lifting a hoof to her chin. “But, I mean, you’re not wrong, those are numbers you just said. But it’s taking you longer and longer to crash each time, so…” her smile returned, this time with reassurance rather than teasing. “You’re getting better.”

Twilight paused for a moment, running through her five most recent crashes in her mind. In the end, she was forced to concede, however begrudgingly, that Rainbow had a point. “Ugh, fine, I am improving,” she groaned before wincing as her poor, abused nose throbbed in protest to the use of her facial muscles.

Rainbow chuckled and went to poke Twilight on the nose. She thought better of it at the last second, though, and pulled her hoof back. Her decision had probably been spurred on by the warning glare Twilight had sent her way. “Aaaanyways... you’re just grumpy that you keep crashing, right?” she surmised, and Twilight pouted at her.

“Well, I mean, wouldn’t you get kind of irritated if you kept slamming into your front yard from the sky at high speeds?” Twilight questioned in exasperation. Her wings ruffled and twitched on her back, and she lifted her own hoof to gently massage her brutalized face.

Rainbow looked down at the grass beneath her hooves with an inquisitive look on her face. She stomped the ground a few times, as if to test its durability, then shrugged her shoulders. “Meh. I’ve crashed at higher speeds through tougher stuff than this,” she dismissed casually before looking at Twilight again.

Twilight paused and tilted her head, her mind coming to a blank. “You have?” she asked, baffled.

“Several times,” Rainbow confirmed immediately as if it were no big deal that she had crashed through hard substances at high speeds before.

Twilight, not fully able to wrap her head around this, opened her mouth to ask another question when a new voice cut her off.

“Rainbow, Twilight! Howdy!”

Twilight jumped slightly at the call and turned to look. She saw Applejack walking towards them with a friendly grin on her face and a pair of saddlebags hanging off of her back. Rainbow took a few steps towards the farmer and grinned. “Hi Applejack! What are you doing here? I thought you were working on the farm?” she called over with a wave.

Applejack came to a stop a few feet away from Rainbow. “Ah was, but Ah got done early. Not as much to do when the Apples aren’t growin’ ya know?” she explained before turning to look at Twilight. A small, marginally more playful smirk appeared on her face, making Twilight feel just a tad uncomfortable. “Flyin’ practice goin’ good?” she asked knowingly.

It was at about that moment that Twilight realized she still had some dirt clinging to the fur on her muzzle. She quickly wiped the dirt away and shook herself before puffing up her cheeks at Applejack. “About as good as usual,” she quipped, glaring daggers into the back of Rainbow’s head.

Applejack’s smile brightened up, and she chuckled at Rainbow. “Hoo-wee, yer really puttin’ her through it, aren’t ya?”

“Putting me through the dirt, maybe,” Twilight grumbled under her breath.

Rainbow puffed up, oblivious to Twilight’s remark. “Hey, if Twilight’s gonna fly, she’s gotta learn from the best.

“And that’s you, right?” Twilight asked with a roll of her eyes, trotting forward to stand beside her.

Rainbow gave her wings a quick flap while shooting Twilight a smug smile. “You know it.”

Applejack nodded along. “Yer the best flier Ah know of, that’s fer sure” she agreed before her expression turned a touch competitive. She leaned forwards a little, a challenging look on her face. “But how are ya on yer hooves these days…?”

Rainbow’s expression hardened into a similarly competitive grin. “Ooh, you challenging me, cowgirl?” she asked, raising an eyebrow.

“Sure am. Or rather, Ah’m askin’ if yer plannin’ on takin’ a part in the runnin’ of the leaves this year. Last time, we wound up tied. If yer runnin’ again, Ah wanna know so we can settle the score.”

Twilight’s muzzle scrunched in thought, and then she winced when it reminded her of how much pain it was in. Relaxing her face, Twilight cleared her throat to get their attention, and both of the other mares turned to look at her. She briefly shied back from the attention before speaking up. “Oh, sorry for cutting in, but uh, what’s the Running of The Leaves?” she asked, brushing her hoof through the grass.

Rainbow’s ears perked up and her eyes widened in realization. “Oh yeah, you don’t know what that is,” she reminded herself before turning to Applejack. “You wanna tell her? I mean, you’ve lived here a lot longer than I have.”

“Sure thing, Ah’d be right happy to,” Applejack said happily before taking a few steps closer to Twilight. “The Runnin’ of the Leaves is an annual tradition in Ponyville where a bunch of ponies from ‘round town get together and go on this long race. The course takes ‘em by pretty much all the trees in the area, and all of them hooves pummelin’ the dirt shakes things up. All that shakin’ makes the leaves fall off the trees. It’s part of our process for gettin’ ready for winter.”

Twilight’s eyes lit up with fascination, her previous shyness forgotten. “Oh, I see! That sounds fascinating!” she exclaimed before some curiosity seeped into her face. “But, wait... why do it like that and not just use magic or pegasi to pull the leaves down?”

Applejack shook her head. “Maybe we could do it that way, sure, but Ponyville was founded by earth ponies. There weren’t no magic nor wings in them early days to do that, so the locals had to get creative.”

“Even after pegasi and unicorns moved it, the tradition had already kinda stuck, far as I know,” Rainbow chimed in. “I ran in it last year to compete with Applejack, to see which of us was the faster mare on our hooves.”

Twilight nodded along, her mind moving along at a pretty brisk pace to connect this new information to what she already knew. “Wow... So, who won?” she asked, her eyes shimmering as she looked between her two friends.

To Twilight’s confusion, though, both of them began to look more than a little sheepish. Applejack looked away and lifted a hoof to fuss with her hat, while Rainbow’s eyes began glued onto a stray pebble sticking out of the dirt.

Twilight tilted her head, her mouth forming an ‘o’ when she recalled what Applejack had said just a minute ago.

“Last time, we wound up tied.”

“Wait… you tied?”

“Er, well…” Applejack began, scratching the back of her head with a tiny red tint appearing on her cheeks.

Rainbow kicked the stone she had been staring at, sending it tumbling through the grass. “We kinda… both came in last place.”

Twilight blinked and pulled her head back. “Er… wait, hold on, what?” she asked, completely confused. “I’m willing to believe you two tied for first, but for last? How did that even happen? What?”

“We were both awful sports,” Applejack admitted shamefully. She tilted her hat down to hide her face from the world. “RD and Ah were so wrapped up in tryin’ to one-up each other that we totally lost sight of the race, and came in last together.”

“And the egghead came in fourth,” Rainbow grumbled with some vestigial irritation, her tail swishing about behind her.

Twilight frowned at the word ‘egghead.’ She pondered it for a second before her eyes widened somewhat as it clicked. “Wait… you mean I ran last year?” she asked, lifting a hoof up to her chest to signify herself.

Applejack smiled at her, leaving her shame behind for the moment. “Sure did. Ya paced yerself and schooled us both,” she acknowledged before giving Rainbow a sinister smirk. “And as Ah recall, ya held it over Rainbow’s head fer months.”

“Yeah yeah,” Rainbow groaned with a pout, looking away. “I got my just desserts, I had it coming. Rub it in a year later why don'tcha?.”

Applejack gave some kind of witty follow up, but Twilight’s mind was starting to lose track of the conversation as it went over this new information. Thoughts danced through her mind, making her brow furrow and her lips curl into a frown.

She had run in the race last year, and she had come in fourth place. She had even come out on top of Rainbow Dash and Applejack, the two strongest and fastest ponies she knew. She’d paced herself and done well…

...Should she run again? She ran last year, after all, and even done quite well. What reason did she have for skimping out this time? She lifted her eyes back to the still bantering Applejack and Rainbow, her gaze settling on the latter. Maybe if she ran in the race, it’d be a good way to get closer to these two?

“And who knows?” she thought, her mind wandering back to those early days when she first came here after waking up. “Maybe doing it again would jog a few memories?”

“Twi?” Applejack suddenly said, bringing Twilight out of her trance with a start.

“Wha? Huh?”

“You kinda zoned out on us,” Rainbow pointed out with a worried frown before hopping into the air and hovering in place with her wings. “What were you thinking about?”

Twilight paused for a moment, hesitant. However, it only took her a second to push her doubts aside and nod her head. “Sorry, but I was just thinking that maybe I’d run, too,” she announced with a small smile.

Applejack and Rainbow paused and shared a curious glance. A silence hung in the air for a moment before Applejack nodded her head and offered Twilight a smile. “Well, that sounds fine by me, sugarcube. Ah gotta admit, Ah’m kinda curious about them new alicorn legs of yours.”

Rainbow swooped over to nudge Twilight in the ribs with her elbow, giving her an encouraging nod and cocky grin. “Same here. Just don’t expect me to go easy on you because we’re roommates, Twi. I race to win.”

Twilight rolled her eyes. “I’d never ask you to hold back. If I know anything about you, it’s that you don’t like holding back, and you hate losing.”

“Oooh, you’re learning,” Rainbow complimented before shooting up into the air with another beat of her wings. “Speaking of learning, I think that’s a long enough recess. Let’s get back to flying!”

The smile on Twilight’s face fell away as soon as she heard those words, and she let out an almighty groan of defeat. “Do we have to?” she whined in as pathetic a voice as she could manage, scuffing a hoof on the floor. Maybe if she looked miserable enough, Rainbow would take pity on her and let her off the hook?

No such luck. Rainbow’s expression hardened. “Do you wanna learn how to fly, or not?” she asked in a stern voice while crossing her forelegs over her chest.

Twilight went to retort, but nothing came out when she concluded it was no use. Rainbow was just too stubborn. Twilight sighed in defeat, hung her head, and nodded. “I do…”

From the side, Applejack laughed merrily at their banter before turning in place. “Well, Ah gotta get a move on. Ah really just wanted to see if Rainbow Dash would be racin’,” she explained before sending an encouraging wink in Twilight’s direction. “Go on, Twi. Good luck with the lesson!”

And with that, Applejack turned and started to walk away, leaving Twilight all alone with her trainer. Sighing, she slowly unfolded her still stiff wings from her side and gave them a few tentative flaps before looking up at Rainbow.

“Okay, so, first thing’s first,” Rainbow noted before flying down and coming to a stop next to Twilight, her hooves hovering just a few inches off the ground. “You started flapping way too hard when you lost some altitude. You overcompensated, went too high, and started to fall because you lost control.

“Thing is, you could have pulled out of it if you’d had good posture, which is the second problem,” Rainbow reached out to poke and nudge at various parts of Twilight’s body, shifting them around. “You’re way too stiff and rigid. When in the air, you gotta be flexible and loose if you wanna pull out of a spiral. Try to relax.”

“I’m sore all over,” Twilight pointed out tiredly. “And I’ve hit the ground several times. It’s easier said than done to relax when I’m like this.”

“Point taken,” Rainbow admitted before coming to a landing right in front of her. She studied Twilight for a few seconds, her muzzle scrunched up in thought, leaving Twilight to her thoughts.

And those thoughts more or less amounted to asking Rainbow to put off any more lessons until tomorrow. She was sore, she was stiff, she had a book she wanted to get back to, a dinner made by Spike she was eager to eat, and now she had to do some research on the Running of The Leaves. She knew there was a book on Ponyville’s history somewhere inside.

Before she could voice that opinion, though, Rainbow suddenly shifted so that her side was facing Twilight. “Okay, so, let’s try this,” she said before lifting up one of her hooves. “This is an old breathing exercise that Princess Cadance taught you a long time ago. It’s supposed to help you relax and clear your head, and I kinda picked up on it by seeing you do it.”

Twilight perked up at the mentioning of Cadance. “Oh, uh, okay? How do I do it?” she asked, her eyes locking onto Rainbow’s hoof.

“Just watch,” Rainbow replied before closing her eyes and putting the hoof to her chest while taking a long, deep breath in through her nose. She held it there for a second, and then let the breath out through her mouth while pushing her hoof out as if she were throwing something away from her. She then opened her eyes and looked over at Twilight. “It’s that simple. I dunno if there’s a mental part to it or not, though.”

Twilight slowly nodded and lifted a hoof to look at it. It seemed way too easy… but what harm was there in trying? She slowly closed her eyes and repeated the same motions. Breathe in, hoof on the chest. Breathe out, push the hoof away. Breathe in, breathe out. Pull in, push away.

After a few repetitions, she smiled with relief as her muscles slowly began to relax, even if only a little. Still, progress was progress. After a few more repetitions, she opened her eyes to see Rainbow staring back at her expectantly. With a small smile on her face, Twilight nodded. “Okay… I think it worked, a little.”

“I can tell,” Rainbow noted, her eyes sweeping up and down Twilight’s body for a second. Satisfied, Rainbow stepped back to give Twilight some space. “Okay, try to lift off. Let’s see if we can get you hovering for a minute. Try to keep yourself close to the ground this time, we don’t want you breaking your nose or something.”

Twilight nodded, then squared her stance. She took one more deep breath, unfurled her wings, and kicked off from the ground with a mighty flap.

The ground fell away beneath her hooves, and her chest tightened with the instinctive belief that she was about to fall. She pushed through it though, flapping her wings hard and gaining altitude. Soon, she was hovering about five feet in the air, and so she began to decrease the strength of her flaps to slow her ascent.

It was still a foreign sensation, flying under her own power. She tried not to be distracted by the lack of anything beneath her hooves, though, concentrating on her wings and maintaining a steady flapping pattern to keep herself aloft. Her altitude fluctuated wildly as she tried to find a good balance, though. She bobbed up and down in the air like a fishing lure thrown about by ocean waves, emitting wordless vocalizations every time she fell.

“Steady, steady…” Rainbow urged her quietly from the side, hovering along and observing her like a hawk, and Twilight felt a small hint of envy in her chest. Rainbow made it look so easy. “You’re too stiff, try to loosen up.”

Twilight, grunting with strain, looked sideways at Rainbow for a moment before forcing herself to focus on her flying. Her joints were starting to burn from the effort, and if nothing else, she could be thankful that this would probably be their last attempt for the day.

She lost another few inches to a sudden drop, and involuntarily yelped as the world lurched up towards her. She could just make out Rainbow telling her to calm down and relax from the side, and oh, was she trying. It wasn’t that simple, though. She was about ready to give up hope and let herself drop to the ground when an idea came to her.

Moving slowly so as to not disrupt her flight, Twilight lifted up her hoof and held it to her chest before taking in a deep breath through her nose. She then let it out through her mouth while pushing her hoof away. Much to her relief, breathing while airborne was about as effective as it was on the ground, if not more so. She repeated the technique and had to resist the urge to sigh in relief as her muscles began to relax, and her altitude began to even out.

Off to the side, she heard Rainbow give a low whistle. Twilight turned to look at her and saw an impressed look on the pegasus’ face. “Huh. Never woulda thought to do that,” she praised before nodding her head. “You’re doing good. Keep it up.”

Twilight smiled and nodded, encouraged by Rainbow’s words. She looked ahead and resumed her breathing pattern while maintaining her altitude. She was able to keep it up for a solid ten minutes before, at last, the strain became too much on her wings. Short of breath, Twilight slowed her flaps and lowered herself back down to the ground to land.

There was one problem, though.

Rainbow hadn’t taught her how to land yet.

Twilight realized her error in judgment only a few seconds too late as her hooves crunched into the dirt at an awkward angle. With a yelp, she pitched forwards and smashed face first into the grass.

“Hello again, dirt. Fancy meeting you here. Do you want a hug?”

Rainbow set down next to her a few moments later with a quiet sigh and a shake of her head. “Yeah… landings are tricky when you’re starting out,” she acknowledged before reaching out and helping Twilight pull her face out of the dirt. “You okay?”

Twilight nodded her head with a tired mumble, her eyes rolling around in her skull. “Uh huh… I think I’m done for the day,” she moaned in a dazed and almost sleepy voice.

Rainbow couldn’t help but laugh quietly before helping the alicorn back up to her hooves. “Yeah, I think so, too. But hey, you did good. I’m impressed.”

Twilight shook her head to clear the haze and looked at Rainbow hopefully. “Really?”

“Yup,” Rainbow confirmed before affectionately smacking Twilight on the back, making her wince in pain. Rainbow cringed the moment she realized her mistake. “Sorry…”

“It’s fine…” Twilight sighed before standing upright and taking a deep breath. “I’m the one who should be sorry. I’ve been grumpy at you since we came out here.”

“You’re learning how to fly,” Rainbow reminded her simply. “It’s not the easiest skill to pick up. You’re getting better, though, so take some pride in that.”

Before either of them could say anything else, one of the many windows on the first floor of the library swung open, and Spike stuck his head out to look at them. “Hey, you two! Dinner’s ready! Come get it!”

Rainbow’s expression lit up like the sun itself. “Oh, sweet! On our way!” she called before looking back at Twilight. “So, shall we?”

Twilight, her mouth already watering, nodded her head. “Oh, absolutely! I’m starving!”

“Heh, ditto,” Rainbow agreed, the two of them trotting side by side into the library.

Twilight sighed in relief as she felt her sore muscles relax from the warmth of home washing over her. The smell of one of Spike’s fantastic dinners swam up her nostrils, making her stomach grumble in anticipation. Twilight smiled, ready to relax for the rest of the day as the door swung shut behind her.

Leaves

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A breeze passed quietly through the serene clearing, causing the orange and red leaves to rustle in their places in the trees, and the many blades of grass that carpeted the ground wavered and swayed in tandem. A few of the leaves broke away from their parent branches to drift and dance to the ground, spinning and twirling hypnotically as they went.

One such leaf from an oak tree that had long since turned a shade of orange, was disturbed as it fell when a trio of energetic fillies went scampering by. They laughed to each other, completely oblivious to the leaf they had just sent careening wildly off course. It spiraled and spun chaotically through the air for a moment before rising higher alongside another gentle gust of the wind.

Eventually, after a few more spins, twists, and turns the leaf finally came to a stop on the ground mere inches from a pair of folded lavender hooves. It stayed there for several seconds, twitching occasionally on the ground before it was enveloped in a glow of similarly-colored magic.

Twilight brought the leaf up to her face, idly spinning it with an appreciative smile on her face. She was nestled comfortably on her belly in the grass, with Fluttershy sitting to her immediate right. A grumpy looking rabbit, Angel, was sitting on top of the pegasus’ head with his eyes trained on the three fillies as they laughed and played.

“You seem happy,” Fluttershy’s voice suddenly commented from the side.

Twilight released the leaf from her magical hold, allowing it to drift lazily off into the distance and find somewhere to settle down. She shifted and turned to offer Fluttershy a comfortable nod. “Well, I’m definitely relaxed,” she replied before looking ahead at the three fillies. “It’s really nice out here… I should come foalsit with you more often.”

“Oh, you really don’t have to, but I appreciate it anyway,” Fluttershy said, relaxing somewhat herself. Her eyes remained glued to Twilight’s face; specifically her muzzle. “I was a little worried you might be grumpy when I saw your, um, bruise.”

Twilight’s muzzle scrunched, and she lifted a hoof to poke at it in disdain. It gave a faint throb to remind her of the previous day’s flight training. “Ugh, don’t remind me,” she groaned, a small amount of frustration creeping into her voice.

“What happened?”

Twilight lowered her hoof and sighed. “Rainbow’s been teaching me how to fly. This bruise?” she tapped her nose again. “Is just one symptom of the process. I’ve crashed face-first into the dirt forty times since she started teaching me.”

“Oh,” Fluttershy slowly nodded her head in understanding, her wings ruffling on her back. “I remember when I was learning how to fly… I crashed all the time, especially if somepony else was looking at me or making fun of how bad I was... But I was in a flight school in Clousdale. I only ever had soft clouds to crash into.”

“Oh, goodie,” Twilight deadpanned before chuckling and shaking her head. “I’m getting better, at least. It’s slow going, and I can definitely tell that these,” she unfurled her wings for emphasis, “were not on me before I woke up in the Empire.”

Fluttershy looked at the wings for a moment and then unfurled her own for comparison. It was pretty evident that, even with only a few weeks of practice compared to Fluttershy’s years of use, Twilight’s wings were significantly bigger and stronger.

Although, part of that may have just been because she was an alicorn.

So many unknowns…

Twilight folded her wings back up and looked ahead at the three fillies just in time to see one of them, the orange pegasus with the bright eggplant-colored mane and tail, plow into the yellow earth pony, sending both of them sprawling through the flowers in a giggling heap of tangled limbs. She winced. “Ooh, are they gonna be okay roughhousing like that?”

Fluttershy turned her attention to the trio of foals, seemingly undisturbed by how active they were being. She nodded. “Oh, yes. Apple Bloom’s pretty sturdy for her age, and Scootaloo is too,” she assured before looking at Twilight again. “They’ve gone on some crazy adventures of their own, you know.”

“I’ve heard about that, yeah,” Twilight nodded along, watching as the marshmallow-colored unicorn added herself to the pile, drawing grunts and more laughs from her friends. “They’re a troublesome trio, aren’t they?”

“They can be if you don’t know how to deal with them,” Fluttershy acknowledged, her smile staying in place all the same. “But they’re good kids, too. And if you treat them right, they’ll treat you right.”

A few seconds passed, and Twilight took a deep breath, savoring and relishing the pristine autumn air. Another breeze carried another set of leaves from their places in the trees, adding to the tranquility of it all. Her eyes latched onto one such leaf, watching it until it disappeared from view on the other end of Fluttershy’s favorite clearing.

Her ears perked up as the sight of the falling leaf made a memory from yesterday flare up in her head. She looked over at Fluttershy again, this time with a thoughtful frown. “You know… I’m planning on taking part in the Running of the Leaves this year,” she stated simply.

Fluttershy looked over at her with her eyes widening somewhat. “Oh, really?”

Twilight nodded in the affirmative. “Yeah. I mean, I ran last year…” her expression soured. “...Even if I can’t remember it…”

Fluttershy’s face fell, and her ears drooped at the reminder of Twilight’s condition. She looked like she was about to say something encouraging, but Twilight beat her to the punch. “Rainbow and Applejack are both competing, and they said they ran last year. Who knows? Maybe running with them again will build some of our friendship back up… and if I’m really lucky, jog a few things in my head.”

Fluttershy’s face lit up with a tender smile, and she reached a hoof out to pat Twilight’s shoulder. “I think that’s a wonderful idea! Although…” her expression became thoughtful, and a hoof found its way to her chin. “You’re probably going to have a hard time keeping up… Rainbow and Applejack are really fast…”

“Oh, believe me, I know,” Twilight replied while rolling her eyes. “Rainbow does like to boast about how she’s the fastest pony alive, and I’ve seen her prove it a few times while working with the local weather teams.”

“She’s not wrong.”

Twilight shrugged. “Eh, maybe she is. I still plan on running. I’m not even in it to win, I’m just in it for the experience,” she explained before looking down at her hooves. “Plus, it will be a good way for me to test how strong this alicorn body really is. I haven’t had many good opportunities to figure it out.”

“What about your magic?” Fluttershy asked, her eyes drifting up to Twilight’s horn.

Twilight, in response, lit her horn with magic and pulled another leaf out of the air. “It’s slow going… grabbing things like this is easy enough, but…” she let the leaf go, her face falling. “...Anything more complex is giving me a hard time. I’m having to learn all of the theory and the mechanics of basic spellcraft all over again…”

“Oh… I’m so sorry,” Fluttershy uttered in sympathy before offering the alicorn a reassuring smile. “But I’m sure you’ll get back to where you were in no time if you just keep practicing and don’t give up.”

Twilight got a certain, cocky look on her face. One that looked eerily like the ones Rainbow Dash would have. “Oh, I don’t plan on it. It’s taking me a long time to learn it, but it’s fascinating!” she declared enthusiastically. “I mean, for example: Did you know that spells are essentially made up of a bunch of moving parts, each one with different instructions?”

Fluttershy’s expression blanked. “Uh… no?”

Twilight nodded energetically and pulled over a few pebbles, blades of grass, and a leaf with her magic. “It’s amazing just how intricate it can get. If somepony had enough time, power, and a big enough stockpile of scrolls for notes and iterations, they could theoretically make a spell do just about anything! Casting any spell is mostly a matter of having the power and understanding exactly what you want the spell to do.

“For example, if I wanted to teleport this leaf ten feet forward, I would need the power to displace it in space, and understand the logic to make that work. Simple enough, and that on its own wouldn’t take very much power,” Twilight explained before her brow furrowed. “This is where it gets tricky… see, you don’t want to teleport inside of something else, or into occupied space. If you do, you could be crushed, or explode, or explode along with the thing you teleported into. So, that’s another piece of the spell; to make sure you teleport into unoccupied space.”

Fluttershy just nodded along, her eyes zoning out and going distant. “Um… okay.”

“And, of course, more energy is required for that,” Twilight explained before releasing the objects and shaking her head. “Right now, I get that principle, at least… but I’m still working on figuring out all of the underlying science and how to apply it. Without that, levitating things is about all I can do.”

As Twilight finished her explanation, she looked over at Fluttershy to see that she was still nodding her head over and over again, as if on some kind of loop. She stopped once she realized that Twilight had stopped talking, though, and a small blush crept into her cheeks. “Uh… okay?”

Twilight’s expression dried up. “How much of that did you even hear?”

Fluttershy looked side to side, murmuring something unintelligible under her breath.

Twilight sighed and shook her head. “Oh, well… don’t feel bad about it. Rainbow and Spike zone out on me all the time, too,” she said in good-natured exasperation.

Fluttershy giggled into her hoof. “Eheh, well, you have always tended to ramble on sometimes…”

Twilight flashed her an irritated look. “Ah, jeez, rub it in, why don’t you?”

“I’m sorry,” Fluttershy immediately apologized before looking ahead at the three fillies, who were still sprinting around and playing with all of that youthful energy. Twilight looked as well and watched them for a moment herself before Fluttershy spoke again. “Actually… you just said you want to test your body, right?”

Twilight looked over at Fluttershy to see that she had a strangely excited look on her face. Twilight raised an eyebrow in curiosity. “Uh… yes?”

Fluttershy sat more upright and clapped her hooves together before calling over to the fillies. “Apple Bloom? Sweetie Belle? Scootaloo? Could you all come here, please?”

Despite the voice having next to no carry, the fillies immediately turned to face her, and soon came dutifully cantering over. Apple Bloom, the yellow one, stepped forward to be at the head of the pack. “Yes, Fluttershy? What’cha need?” she asked with a similarly thick accent to Applejack’s.

Fluttershy waited until the three fillies were seated before turning to gesture at Twilight. “So, Twilight? How do you feel about having a game of tag against the Cutie Mark Crusaders here? It’ll be a lot of fun, and you can test out your body,” she suggested while glancing sideways at the fillies and gauging their responses.

Twilight blinked. A game of tag against three fillies? That seemed a little too simple to be much of a challenge or an adequate test. After all, Twilight thought, she was an alicorn, and they were not. Add onto that the fact that they were all just kids who hadn’t even found their cutie marks yet, and she couldn’t help but question the viability of the idea.

...But it would probably still be fun, she eventually decided, and smiled at them all. “I think that sounds like a good idea if they’re up for it.”

“A game of tag against Twilight?!” Scootaloo suddenly asked, her wings buzzing in excitement and her face lighting up eagerly. “Oh, heck yeah! If everything Rainbow Dash says about you is true, then I would love to!”

Twilight blinked again, frowning in confusion. “Wait, Rainbow talks about me to you?”

Fluttershy craned her head forward to nod at Twilight. “Oh, uh, all the time.”

“She makes you sound so cool!” Scootaloo continued, ignoring the deadpan looks from Sweetie Belle and Apple Bloom. They had no doubt heard her gush about her many times before. “She told me about how you managed to form a giant barrier over an entire city, how you scared off some bullies when you two were little, how you saved her life by clobbering a big bad evil queen with a giant club made out of crystals, telling them that Rainbow was yours, and — and just so much awesome stuff!!”

Apple Bloom sighed and leaned forward to whisper to Twilight. “Scootaloo’s a bit of an RD fan. Started a fan club and everythin’. If RD thinks yer cool, Scootaloo does too.”

“Can we play, please?” Sweetie prodded with a slight whine in her voice, clearly hoping to move the conversation along. “C’mon, I really like the idea!”

Fluttershy giggled behind her hoof before nodding over at Twilight. The alicorn got her own smile on her face before rising to her hooves and taking a few steps forward. The three fillies backed up and spread out, all but vibrating in excitement. Sweetie looked over at Fluttershy. “So, who gets to be it?”

“Oh, uh, I was thinking Twilight would have to tag you each first.”

Twilight paused and looked over at Fluttershy again. “Wait, what? That seems a little unusual…” she commented, raising an eyebrow.

Fluttershy fidgeted with her hooves. “Oh, I know, but, uh, you did say you want to test yourself… you don’t have to if you don’t want to, whatever you want is fine, but I just thought that having to tag three energetic little fillies would help make it more challenging,” she explained before shaking her head. “Never mind, forget I said anything. I’ll just-”

“Actually,” Twilight cut her off before looking ahead at the fillies again with a competitive look on her face. “I like that idea… thanks, Fluttershy.”

Fluttershy perked up, looking a little confused. “Oh! Uh… you’re welcome?”

“Give us a countdown!” Scootaloo suggested, spreading out her stance and giving her tiny, underdeveloped wings a little buzz. Apple Bloom and Sweetie assumed similar stances, ready to bolt at a moment’s notice.

Fluttershy nodded and sat upright before clearing her throat. “Ahem! Three… two…”

“Cutie Mark Crusaders; SCATTER!” Apple Bloom suddenly declared before turning to her right and breaking into a sprint. Sweetie Belle spun all the way around and ran directly away from Twilight, while Scootaloo bolted for the nearby treeline. All three fillies were giggling hysterically as Twilight’s brain did a few backflips to try and catch up with this turn of events.

Finally, her mind caught up, and her nostrils flared. “Wha- HEY! That’s cheating!” she loudly declared before picking a target in the form of Sweetie Belle and chasing after her. Her hooves thundered against the grass, closing the distance fairly quickly.

And then Sweetie Belle stopped and dove to one side just as Twilight was about to reach her. Her eyes widened as she went rocketing past the filly, moving far too quickly to turn and change directions. “What the-?!” Twilight loudly shouted before slamming face-first into a tree on the opposite end of the clearing from where she had started.

“Now I’ve kissed a tree,” her dazed mind absently mused as she pulled her face off of the bark with an audible pop. “maybe I should make a list of all the things I’ve kissed. It could be a hobby or something.”

From behind her, she could hear Sweetie Belle giggling energetically before calling out to her. “You missed me, Twilight! Come on, chase me!”

Twilight shook her head and glared after Sweetie Belle with a growl low in her throat. “Okay, that does it. C’mere, you!” she shouted, though it was clear the hostility in her voice was more playful than anything else. She quickly spun around and resumed her chase, being careful to pace herself this time.

She’d catch onto their tricks sooner or later, she just knew it. She just had to pay attention and focus.

They were just kids, after all. How hard could this be?


Twilight was starting to pant, now, and inwardly swore as Scootaloo slipped away from her hooves, the tip of her tail disappearing into the bush that the two had been careening towards. Twilight quickly jumped over the foliage and scanned the ground below her for any sign of her prey.

Her time in the air gave Scootaloo the moment she needed. With a triumphant grin, Scootaloo spun around and bolted back around the bush the way she had come, leaving Twilight to finish her fall before she could give chase.

“Wriggly little…!” Twilight seethed the moment her hooves impacted with the dirt. She spun around and broke into a sprint after Scootaloo again, grinning to herself as she realized the filly wouldn't be able to make it to more cover before Twilight caught her. With her target in her sights, Twilight put an extra burst of speed into her sprint, despite the burning sensation in her joints from the action.

Suddenly, Scootaloo looked to her left and nodded. “Dust Devil!” she called out.

Twilight’s eyes widened when Apple Bloom suddenly crashed into Scootaloo’s side, sending both of them careening sharply to the left. Twilight put her legs out in front of her to stop her momentum, her hooves creating trenches in the dirt for a few feet. She turned in place to try and leap for the two targets at once.

She underestimated the cunning of her opposition, though, as both of them suddenly swept their tails along the trench their fall had created, kicking up a cloud of dust. Twilight was unable to stop herself from charging right into said dust, and she was forced to close her eyes and start coughing.

As she struggled to get her bearings back, her mind briefly wandered back to what Scootaloo had shouted before she had been tackled. ‘Dust Devil.’

“They have CODE WORDS!” Twilight shouted internally, realizing with a groan that the fillies had sprinted off in two separate directions again; Scootaloo for the trees, and Apple Bloom into the open part of the clearing. With a grimace, Twilight chose her target and broke into a gallop after Apple Bloom, figuring Scootaloo would have to come out of the trees eventually.

She had to give the filly credit, Apple Bloom was fast for her age. Probably came from having Applejack as a big sister. But as fast as she was, she was still shorter than Twilight, and her stubby little legs could only carry her so far. Apple Bloom looked back at Twilight, her eyes flying wide when she saw just how close the alicorn was getting.

Twilight was so engrossed in the possibility that she was about to finally tag one of them that she totally forgot one thing.

Sweetie Belle.

“Switch!” Sweetie Belle suddenly declared as she came in from the left, catching Twilight off guard. Apple Bloom, however, had no hesitation in following the command, leaping up and to the side. As her hooves fled the surface of the earth, Sweetie interposed herself in Twilight’s path, coming to a landing right in front of her.

“Woah!” Twilight shouted, digging all four hooves into the dirt to try and keep herself from plowing right into Sweetie at dangerous speeds. As soon as she did that, Sweetie got a victorious look on her face and broke into a sprint again, fleeing to the right while Apple Bloom continued her direct trajectory.

Gritting her teeth, Twilight turned to gallop after Sweetie Belle again. She was not about to let a trio of kids show her up!


She had been shown up.

Twilight flopped onto her back in the middle of the clearing maybe thirty minutes after the game of tag had begun, her hooves clasped over her burning lungs as she sucked in deep breath after deep breath. Her unfocused eyes stared blankly up at the sky overhead, barely making out the blurry shape of a leaf as it drifted by.

“Are you okay, Twilight?” Fluttershy’s voice called out, drawing closer.

Twilight might have turned to look at the pegasus, but right now, she just wanted to sleep forever. She was only just able to muster the care and energy to weakly raise a hoof and declare “I’m fine…” before falling totally limp again.

She briefly thought back on her curiosity about how hard it could be to tag three kids. As it so happens, the answer to that question was extremely hard. All she had to show for her efforts was an intense burning in her legs, and her lungs were struggling to take in the necessary air they needed to help her function.

The Crusaders were fast, slippery, and had remarkably good teamwork. Twilight’s face contorted with a bitter scowl as she recalled how they had used code words for specific movements.

Freaking code words.

After a minute or so, the faces of her three former targets appeared in her field of view, the fillies craning their necks to look down at her. All three of them were out of breath as well, and each one had a different expression. Sweetie looked somewhat guilty, her ears drooping. Apple Bloom had a much more good-natured look on her face, that of a pony recognizing and respecting a genuine effort. Scootaloo, meanwhile, looked thrilled and ecstatic.

“You really gave us a run for our money!” The pegasus filly in question exclaimed cheerfully before sitting down on her haunches. “Whew. You almost got me a few times.”

“She almost got all of us several times,” Sweetie followed up, wiping a hoof over her brow to dispel some sweat before smiling again. “You’re fast, Twilight. I’m kinda glad I’m so small.”

“You… cheated…” Twilight panted between breaths with a shake of her head. “You kept… running… into the trees… and bushes… and stuff… ooooww…”

“To be fair,” Apple Bloom pointed out with a look of amusement on her face. “Ya never told us we couldn’t do that.”

Twilight lazily lifted a hoof and booped Apple Bloom on the nose with a pout. “You… hush…”

After a second, Sweetie leaned down and put her hooves on Twilight’s chest, her expression becoming worried again. “You are okay, right? You look pretty worn out…”

Twilight just managed to crack a small smile before patting Sweetie on the head with her hoof. “I’m okay… winded and sore, but okay…” she assured before letting her head flop down into the grass with a sigh. Scootaloo trotted around and sat down by her head.

“So, was that a good test?” she asked hopefully, her eyes lighting up in eager expectation. “Did we do good?”

Twilight nodded and lifted up a hoof as if gesturing for Scootaloo to grab it. The filly smiled and did so with one of hers, looking more than a little pleased with herself. Twilight then grinned at her. “Yup… good test. I now know that I am no match against you three when you run away from me...”

Scootaloo puffed up with pride, and Apple Bloom and Sweetie Belle similarly looked rather proud of their performances. They exchanged victorious nods and smiles.

A sinister little twinkle came into Twilight’s eyes at that moment, and Scootaloo’s smile faltered. Twilight’s lips curled up into an ominous smirk. “When I lure you into a trap, though…” she said slowly, letting the end of that sentence hang in the air.

A silence fell over the three fillies as they processed what Twilight had just said. Apple Bloom stiffly lifted a hoof up to poke her nose where Twilight had, and Sweetie Belle timidly reached up to her mane, her eyes going wide.

Scootaloo’s eyes locked onto her hoof held in Twilight’s, and her face went ashen. With a horrified shout, she yanked her hoof away before backing up.

Apple Bloom frowned at Twilight disapprovingly. “That’s a dirty trick ya just pulled, Twilight,” she said in as stern and scolding a tone as her childish voice could allow.

Twilight just thrust one of her hooves into the air. “I win! Woohoo…” she declared in a drowsy manner before letting her hoof thump back into the dirt. “...ow.”

“Sneaky…” Sweetie murmured under her breath, mirroring Apple Bloom’s stern look. She maintained it for a few seconds before her composure cracked. Her face lighting up with a tired and happy smile, Sweetie Belle laughed and let herself fall forward to use Twilight’s tummy like a pillow, snuggling her cheek into the alicorn’s stomach fur.

Apple Bloom followed suit soon enough, cuddling up to the alicorn as they all caught their breath. Scootaloo still looked scandalized, though, her ears splayed back and her tagged hoof clenched to her little beating heart. After a few seconds, however, she elected to join her friends in the cuddle pile, resting her chin on Twilight’s shoulder and sighing in defeat.

Twilight let out a content breath of her own and closed her eyes for a few seconds, just relaxing. She could just hear Fluttershy shifting in place not far away. The pegasus remained silent, though, perhaps not wanting to disturb the peaceful scene of three little fillies snuggling up to an alicorn after an intense round of tag.

She knew what she could do now far better than she had before. More testing would be required, of course, but at least now she had a foundation to build off of. That fact alone was enough to ease Twilight into her place in the bed of grass, drawing a content hum out of her. She could fall asleep right here, she thought.

Smiling, Twilight opened her eyes again to the sight of another leaf blowing by in the wind.

The Run

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“This is a lot of ponies,” Twilight mused to herself as she and Rainbow Dash approached the massive assembly of soon-to-be racers for the Running of The Leaves. There were dozens of ponies, most of whom were Earth Ponies, all gathered together and milling about, exchanging words and doing some last minute stretches and warm-ups.

Her eyes drifted past them to the sun off in the distance, which filtered through the trees at its low angle in the sky. Due to its current position, the sun had taken on an orangish hue, one which combined with the leaves still on the branches to paint a truly breathtaking scene. There were only a few clouds peppering the otherwise pristine sky, adding just the slightest bit of variety to the eternal overhead expanse.

“Huh… a bigger turnout than last year,” Rainbow mused under her breath from Twilight’s side as the two of them made their way into the sea of faces. Those ponies who saw who it was were quick to excuse themselves and shuffle out of her way with hastily-worded apologies, but more often than not, they were too wrapped up in their own discussions to notice the pegasus princess walking among them.

Rainbow didn’t seem all that put off by those who did move aside. Or, at least, not any more than those who didn’t notice her at all. In the end, she just shrugged her shoulders noncommittally. “Meh. Probably ‘cause Ponyville’s a hotspot, now.”

Twilight frowned, finding it hard to make out Rainbow’s voice over the general chattering of the other ponies. She squeezed by a couple with a hushed apology of her own before returning to Rainbow’s side. “Maybe. Who knows?” she asked before the duo came to a stop not far away from the starting line. There was, mercifully, a gap in the crowd, through which Twilight was able to inspect the course she was soon to be running on.

Fences had been set up along either side of the wide forest path, some with simple decorations hanging from them to please the eye. Large gatherings of ponies stood behind each fence, and Twilight was just able to pick out Fluttershy and Rarity together amid one of the crowds. Near the starting point of the track, on a small hill, a large hot-air balloon was steadily being filled up. Pinkie and Spike were in the basket, talking to each other in hushed tones, their murmurs just audible from the megaphone Spike held in his claws.

Twilight blinked. “Right… Spike and Pinkie are announcing, aren’t they?” she recalled, briefly thinking back on what Spike and Rainbow had told her about the previous race in the lead up to this one.

Rainbow nodded, not looking at them. “Yup. Try to tune ‘em out. Their yammering can get kinda off-topic, and if you wanna win, you can’t let yourself get distracted,” she explained before sweeping her own eyes through the crowd of racers, squinting. “Now… where’s the cowgirl…?”

Twilight returned her attention to the racers, and her keen eye quickly picked out the farmer in question. “Oh, there she is, right there!” she said, pointing her out with her hoof.

Rainbow looked and smirked when she caught sight of Applejack, who had just caught sight of them and was now making her approach. Rainbow puffed up her chest and spread open her wings to look bigger. “Heya, AJ. Ready to lose?”

Applejack’s expression flattened into a deadpan. “Rainbow, put away yer wings. They ain’t allowed, remember?”

Rainbow wore an indignant pout but did as she had been told. “Aaaaaw, you’re no fun,” she protested before her smile returned and she lightly punched Applejack’s shoulder. “You never answered my question, though.”

Applejack just rolled her eyes. “Nah, Ah’m ready to win. Are you ready to lose?”

Rainbow leaned forward with that competitive, challenging fire in her eye. “You’re gonna have to make me,” she growled in a provocative manner.

Applejack leaned forward as well until their foreheads were pressed together. “With pleasure,” she said right back.

Twilight looked between the two for a few seconds, a quizzical look on her face. “You know… if Rainbow wasn’t waiting on me to get my memories back, I’d almost say you two would be cute together…” the words came tumbling out of her mouth unbidden before she had any hope of catching them.

Rainbow and Applejack both went stiff, their faces tensing up while their eyes flew wide and their pupils dilated. They both stood there for a few seconds before Rainbow slowly backed away and gave Twilight a very displeased look. She shrunk back slightly with a tiny blush, feeling just the tiniest bit like a complete moron for saying that out loud.

Applejack shook her head, adjusted her hat, and cleared her throat. “Anyways… y’all ready for the race, Twi?” she asked with a notable increase in the tempo of her words. “Ah bet ya did loads and loads of readin’ up on the subject.”

Twilight, grateful for the change in topic, nodded along with a smile. “Oh, yes! There was this book back in the library on good racing technique, and I did a few rounds of tag with the Cutie Mark Crusaders to try and gauge where my speed and agility are at.”

Rainbow and Applejack shared a look that spoke of both concern and sympathy. It was the pegasus who spoke next. “Er… and how did that go?”

Twilight winced and lifted a hoof to her muzzle, vaguely recalling the exceptionally detailed surface of the first tree she had kissed. “...I ran into more than one tree…” she grumbled irritably before brightening up with a nod and a cheeky little grin. “But I won, in the end. Those fillies never expected me to lay such a clever little trap!”

“Well, just don’t go thinkin’ traps are allowed durin’ this here race,” Applejack pointed out with a slow, knowing nod of her head. “This is a contest of speed, agility, and stamina. No wings, no horns, and no booby traps.”

“I know,” Twilight dismissed casually. “I’m not a sore loser!” she then paused, her muzzle scrunching up. For all she knew she could have been a sore loser when it came to things like this before her amnesia. She knew she had come in a modest place last time she ran, and that she did so by pacing herself, but other details were scarce. Suddenly feeling a little anxious, she turned to Rainbow.

“You’re not a sore loser,” Rainbow shot down the question before Twilight could even answer. She had this irritatingly smug look on her face, one that made Twilight’s muzzle scrunch up with indignation. Rainbow than sauntered over and ruffled Twilight’s mane. “Naw. You’re a killjoy, instead.”

Twilight’s pout deepened. “A killjoy?”

“She’s not wrong,” Applejack agreed, much to the alicorn’s chagrin.

Any retorts that may have been forthcoming from Twilight were summarily cut short as the sound of a lone trumpet blasting out a fanfare cut through the air, echoing all around for some distance. Twilight lifted a hoof up to one of her ears, wincing in discomfort while her eyes searched for the source of the noise. They eventually settled on the hot air balloon, which was now starting to rise into the air parallel to the track. Spike and Pinkie Pie sat in the basket, the pink mare’s hooves holding a trumpet.

“Fillies and Gentlecolts!” Spike’s voice echoed out as he spoke into the megaphone, causing all other discussions to cease. Everything fell silent, all ears swiveling around to listen to what he had to say. “Welcome, one and all, to the annual Ponyville Running of The Leaves!”

An uproar of cheers, whoops, and hollers emerged from the crowds all along the track, including from the racers themselves. Once the noise calmed down a bit, Spike continued with the introduction. “Would the racers please take their marks?”

“That’s us,” Rainbow said in a quieter voice before nodding over at Twilight. “Good luck out there, Twilight.”

Twilight smiled and returned the nod. “You, too.”

The racers went into motion, each and every single one taking a position on the white starting line laid out across the path. Twilight found a spot easily enough and assumed a low stance, readying herself for kick-off and the beginning of her sprint. Rainbow took up a position to her right, while Applejack got ready to the left.

Soon, all movement came to an end, and a hush fell over everything. A gentle breeze washed through the area, carrying the smells of the season and the sound of rustling trees along for the ride.

“On your marks!” Spike’s voice called out.

Twilight took a deep breath, briefly looking to her side at Rainbow. She was only slightly surprised to see the pegasus looking back at her. The two made eye contact, and Rainbow offered up a small smile. “See ya on the other side…” she whispered, her voice carrying something deep and meaningful in it that gave Twilight pause.

“Get set!” Pinkie followed up into the megaphone, her high pitched squeak of a voice contrasting with Spike’s lower, raspier tone.

Twilight made a small ‘o’ with her mouth for a second before returning the smile. “Yeah… you, too,” she whispered back at Rainbow before returning her eyes to the trail ahead of her.

“GO!” Spike’s voice cut through the air.

And just like that, everything started moving. Twilight kicked off at the same moment as everypony else, only distantly aware of the enormous cloud of dust kicked up behind the runners. Already, several racers were falling behind, looks of surprise on their faces as they fell behind.

The rest of them, however, were keeping pace, while Rainbow and Applejack steadily started to gain ground on her. As they went, their places at Twilight’s sides became empty and were soon filled by other racers. Ponies she didn’t know. For just a moment, Twilight’s resolve fractured, and she stumbled mid-step. At that moment, she lost a good few feet of ground, and several of the other ponies pulled ahead of her.

Stifling a self-deprecating snarl for letting that happen, Twilight kicked against the ground and surged forwards, quickly closing the gap that had formed. Much to her dismay, the place she had been running in was now filled by a mint-green unicorn with a mane and tail consisting of a darker green and a medium gray.

With a grunt, Twilight went to go around the unicorn. As she went, they briefly made eye contact. Twilight didn’t bother to take in the mare’s general features, though, choosing to power on through and pull ahead. It made her legs burn to get back the ground she had lost, and already she could feel that small itch in her lungs that told her she was wearing herself out.

“Pace myself,” Twilight reminded herself severely, setting her jaw and focusing on steadying her pace once she had pulled ahead a little more. She passed by a brown earth pony stallion with an hourglass cutie mark, a yellow unicorn mare with a teal mane and tail, and a gray pegasus with a blond mane and tail with asymmetrical golden eyes.

At last, Twilight was ahead of most of the rest of the pack, sliding into third place with a grunt of effort. Now she slowed, just enough to conserve her energy, but not enough to lose her place. She glanced over her shoulder at the others and saw that most of them were too focused on the track to give her more than an identifying glance.

Satisfied that she would be good for now, Twilight returned her eyes to the track and worked on her breathing. As the threat of losing her place to the ponies behind her became seemingly more and more remote, she was able to take in the world around her a little better. The ground beneath her hooves was rumbling with every step she took, and the air was filled with the cacophonous rumble of dozens of pairs of hooves thundering along the trail.

Rainbow and Applejack had jointly taken the lead long ago, of course, and both of them were putting on display an exemplary amount of speed that didn’t really take any of the other racers by surprise. They were neck and neck, shooting each other the occasional competitive grin as they went.

For just a moment, time seemed to slow down for Twilight. She looked at Rainbow Dash, and her mind wandered back to how the pegasus had been since she had first seen her back in the Empire.

Rainbow had, for as long as Twilight had known her, been candid, casual, and laid back about a lot of things. But there had always been something else mixed in amid the snark and relaxed attitude. A sort of distant melancholy, a forlorn shade hiding deep in her eyes. Something always seemed to be weighing down on Rainbow’s shoulders, sinking her eyes into her head with stress and emotions long buried.

It had been especially prevalent in the first few days back in Ponyville, now that Twilight thought about it. Of course, everyone had been upset, then, having to cope with her amnesia and all. Twilight had just assumed it was the grief and had long ago stopped paying it any mind…

It was only now, with her hooves pummeling the dirt and carrying her along and blistering speeds, that Twilight realized that whatever weighed Rainbow down was gone - at least for the moment. Her eyes were bright, the smile on her face was completely devoid of any and all strain, save for that of the race itself, and her overall posture was that of a pony losing themselves in something they loved.

Twilight saw all of this framed by the countless leaves slowly descending from the trees. She processed it in her mind... and smiled.

Time sped back up, and she put on an extra burst of speed despite the burning in her leg joints. She didn’t want to lose track of that smile, yet.

“Wowee, just look at them go!” Pinkie Pie’s voice blared over the crowd, echoing in Twilight’s ears. “This is quite an energetic crowd! Look at them go! ZOOM!”

“And as a surprise to absolutely nopony,” Spike’s voice added in, not bothering to try and mask his fondness for what he got to say next. “Princess Rainbow Dash and Applejack are all but tied for first place.”

Rainbow visibly grimaced at the reminder of her title, but she was quick to dispel any grievances with a shake of her head. Twilight couldn’t help but giggle quietly under her heavy breath, doing her best to keep up.

The race continued on, and as was hoped, the leaves were knocked loose from the trees.

Not that Twilight was really looking at them.


Perhaps fifteen minutes later, the race was about to come to its end. Twilight’s legs and lungs were burning as she struggled to maintain her pace, just barely holding her position of third place, while Applejack and Rainbow passed first back and forth like they were playing a game of hot potato.

“And they’re coming up on the finish line, folks!” Spike announced, sounding more than a little excited with how things were proceeding. “Rainbow and Applejack are still in the lead, with Twilight Sparkle following close at their heels. Who would have thought she'd make such a huge improvement over her performance from last year?”

“I did!” Pinkie declared enthusiastically. “She did so many amazing things during the Changeling situation, it’s no wonder she’s gotten faster and stronger! Plus, she’s an alicorn now! Lookit those big ol’ wings!”

Twilight did her best to tune Pinkie out, focusing instead on the goal. The finish line was in sight, she just needed to run a little bit longer. She conjured up what little energy she had left and pumped it all into her sprint, gaining one last burst of speed.

Rainbow and Applejack, side-by-side to her right, both glanced over as she began to gain ground on them. They both wore surprised expressions, but then took a page from her book and began to really push their legs as hard as they could.

Much to Applejack’s despair, Rainbow’s sprint speed was just slightly faster than that of the orange farmer. With a victorious shout, Rainbow Dash bolted over the finish line mere inches ahead of Applejack. Twilight was close at their hooves, and a feeling of relief washed over her. The second she crossed that line, the cheers of the crowds on either side of the path ringing in her ears, she allowed herself to slow down.

Such a shame that, in this case, slowing down meant tripping forward and face-planting directly into the dirt. She slid along for almost five feet before finally coming to stop, her lower body thumping into the dirt and kicking up a small cloud of dust. “Hi, dirt,” she thought in only mild irritation. With an audible pop, she pulled her face up from the earth, giving it a hard shake to cast off the dirt clinging to her fur.

As soon as her vision cleared, her eyes were greeted by the sight of a cyan hoof outstretched before her. Curious, she followed it up to find Rainbow Dash, still panting heavily, standing in front of her and offering to help her up. Applejack was standing just a little behind her, similarly panting and sweating.

“Third place, Twi,” Rainbow said between her labored breaths. “Ya did good. Gave me a real run for my bits.”

Twilight eyed the hoof a moment longer, then gratefully took it with her own. She was hauled up to her hooves, and only wobbled for a few seconds when she was upright. She offered Rainbow a small smile and a nod. “Thanks. You raced pretty well, yourself.”

Rainbow swelled up with pride, despite how clearly worn out she was. “Pretty well? Dude, I won!” she declared before glancing back at Applejack with her triumphant grin growing to an unprecedented size. “Take that, AJ!”

Applejack just shook her head with a smile and a nod. “Alright, Ah concede. Ah know when Ah’m beat. Yer faster than Ah am,” she acknowledged before a little twinkle filtered into her emerald eyes. “But only just.”

“Don’t think I’m gonna let you catch up, either,” Rainbow shot back with her tongue sticking out before she chuckled happily. “Ah… wow… I didn’t realize how much I’ve missed racing…”

Twilight’s smile widened considerably at that remark. “I could tell,” she said quietly drawing the pegasus’ attention back to her.

“Huh?”

Twilight gestured at Rainbow with her horn. “While you were out here running, you just seemed... a lot happier than you have been since I first met you. There was just… something in your face. I dunno how to describe it...”

The two shared a look for a few seconds, neither of them speaking a word. Then, with a quiet giggle, Twilight nodded at both Rainbow and Applejack. “I had a lot of fun out here, you two… thanks for the race.”

Applejack bowed her head slightly, a serene smile on her muzzle. “It was our pleasure. And thank you fer the stiff competition. Ah haven’t run that hard in a long while.”

As they wrapped up their conversation, the last of the racers came up to the finish line, the stragglers who had fallen behind desperately signaling for water to be brought to them as they heaved and gasped for air. Curious, Twilight turned and looked back down the trail, her eyes scanning the leaves of the trees.

It was only then that she realized how many leaves had fallen off the branches, leaving not a single one by the trail. Deeper in the forest, as far as she could see, at least, there were only a few stragglers desperately clinging to the branches, and even they looked to not be long for their world.

It was a rewarding sight… so much so that she couldn’t even find it in herself to be disappointed by the continued lack of memories in her head. Right now, she was too happy just basking in the one she was making.

Wind-down

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The sun was setting when Twilight, Spike, and Rainbow made it back to the library, the three of them talking quietly to one another in hushed voices. The world was steadily falling silent around them, ready to make the transition from day to night. A few birds in the distance chirped their final notes for the day before going quiet.

Twilight opened the door with her magic, her entire body relaxing as the warmth and familiarity of home washed over her. She sighed in contentment, a dopey smile on her face. She felt almost like she was in some sort of trance before Rainbow nudged her in the side.

“Careful, Twi. You don’t wanna go passing out before Spike makes dinner, do ya?” she asked with a cheeky little grin.

Twilight huffed. “Of course not! I’m just happy to be home.”

“Same here. I’m ready to kick back and relax,” Spike nodded along, already making a beeline for the kitchen. “I’ll get started on the food. Any requests, you two?”

“I’m good for just about anything!” Rainbow called back while trotting for the couch. “Just make a lot of it! I’ll probably be nabbing seconds!”

“Aye aye, princess.”

“Stop that.”

Twilight giggled behind her hoof at the small twitch of annoyance on Rainbow’s face. The look disappeared as swiftly as it came, though, and Rainbow deposited herself on the couch with a long exhale. After a few breaths, she reached into her mane and pulled off the strap that kept the ends of her hairs bound. Her ponytail came undone, sending the long, multicolored hairs cascading over her shoulders and down her back.

The pegasus then turned her eyes to Twilight, and their gazes met. A silence settled in between the two before Rainbow’s cheeks lit up with a tiny blush. She coughed into her hoof and gestured uselessly in Twilight’s direction. “Uh, Twi, you’re kinda staring.”

Twilight blinked, her senses coming back to her. “Oh, sorry,” she apologized quickly with a shake of her head. She adjusted her wings at her sides and made her way over to sit down next to her friend. Rainbow just watched her for a second, then looked up and closed her eyes.

A strange, serene sort of silence fell over the two for a little while, neither of them moving or saying a word. Every so often, Twilight looked over at her companion to try and assess how she was feeling. However, Rainbow was being surprisingly hard to read right now. Maybe it was because her eyes were closed. Those were, more often than not, the parts of Rainbow that expressed the most.

“You’re staring again,” Rainbow suddenly pointed out, one of her eyes cracking open just slightly. A taunting smirk splayed out across her lips, making Twilight look away.

“Sorry, sorry,” she babbled, looking ahead. She cleared her throat and put on a friendly smile. “So! Did you enjoy yourself earlier?”

Rainbow’s face lit up with a pleased grin. “Did I enjoy myself? Ha, did I ever! It was a blast! And you,” she poked Twilight in the shoulder. “Were more than a little awesome out there.”

“Heh, thanks. I had a lot of fun, too.”

“You were pretty fast. Managed to eke out third place,” Rainbow continued, shifting on her haunches to playfully punch Twilight’s shoulder. “But you’re gonna have to run a lot faster than that if you wanna keep up with me!”

The alicorn got a small grin on her muzzle, a spark of competitiveness igniting in her eyes and her heart. “I might take you up on that offer, one of these days.”

“I’m looking forward to it!” Rainbow leaned back in her seat, her expression softening considerably into something more serene. She turned her head, her eyes roaming aimlessly over the shelves along the walls of their home. Twilight followed her gaze, and the two fell into a comfortable silence.

She took the time to just go over the day’s events in her mind, allowing herself to relax. As the seconds began to turn into minutes, her thoughts slowly began to wander back to the race. Her lips twitched just slightly into a smile as she recalled the rush of the wind on her face, the feeling of the dirt beneath her hooves, and the roar of so many other hooves behind her.

Her smile only grew in size when she recalled the happy look Rainbow had on her face the entire time. For the first time since Twilight had seen her, she had looked genuinely free of all of the things holding her down. It had been a wonderful thing to behold, one Twilight had not wanted to let out of her sight.

Just thinking about it made her eager to see it again. Twilight opened her eyes and looked over at the pegasus sitting beside her, taking in every detail of her face. Rainbow was relaxed, clearly, her eyes closed and her head leaning back. She was wearing a smile as well, although it was not quite the same as it had been on the trail. Less intense and euphoric and more peaceful and serene.

After a few minutes, Rainbow suddenly smirked and opened one of her eyes to leer sideways at the alicorn. “You’re staring at me again,” she pointed out, her lips peeling back into a toothy grin.

Flushing, Twilight pulled her eyes away while her wings ruffled uncomfortably on her back. “Sorry!” she said in an embarrassed squeak.

“What, do you like what you see or somethin’?” Rainbow teased, leaning down so she was in Twilight’s peripheral. She waggled her eyebrows provocatively, making Twilight look away to stifle a groan. After a few seconds, Rainbow eased off and lightly thumped Twilight on the shoulder. “Heh, sorry. It was just too easy.”

The alicorn pouted at Rainbow, her cheeks puffing up in indignation. She wasn’t able to maintain the truly pathetic look for long, though, and a small giggle slipped past her lips. “Haha, right, okay. I’m sorry I was staring. I was just thinking about how happy you look when you were racing earlier, and I kind of wanted to see that look on your face again.”

Rainbow’s mirth faded somewhat, one of her eyebrows taking a trip to the north. “I looked happy?” she asked while rubbing the back of her head. “I mean, yeah, I guess. I felt happy. Happier than in a long time…”

Twilight’s features softened again. “It was nice to see… do you think you can smile like that more often?” she asked in a timid whisper.

Rainbow’s other brow went up to join its twin, and her lips formed a cute ‘o’ shape. She was quiet for a second before she found her voice. “Oh, uh… s-sure! Yeah, I can try!” she nodded firmly before a small, cocky look appeared on her face. “Just so long as you agree to race me in the mornings.”

“Deal,” Twilight agreed without even a moment of hesitation.

Rainbow’s grin widened. “Ha, awesome,” she declared before holding out a hoof.

Twilight looked at it for a moment. Then, with a nod, she lifted her own and bumped it against her friend’s. “When do we begin?”

“Tomorrow.”

“That sounds fine by me.”

As the two mares began to hash out the finer details of this idea of theirs, they were both utterly oblivious to the small purple dragon watching them from the entrance to the kitchen. Spike smiled warmly at the two of them, a nostalgic look in his eyes before he spun on his claws and disappeared back into the kitchen.


It was a few hours later, now. The sun had set outside, plunging the world into the darkness of the night. A few candles were scattered around the central room, bathing Twilight in their gentle glow. She was resting on her belly on the couch with a Daring Do novel resting before her on the cushions. Her eyes swept over each line, drinking in the vivid details that author A. K. Yearling had clearly spent a long time putting together.

Somewhere outside the library, an owl hooted, briefly pulling Twilight’s attention away from her book. She glanced over at the window the noise had come from, only instead of catching sight of a bird through the glass, she caught sight of Spike standing quietly at the edge of the light from the candles. His eyes stood out somewhat in the darkness, making for a slightly unsettling sight.

“Oh, Spike. What are you doing up?” Twilight asked, sitting a little more upright and tilting her head to one side. “I thought you went to bed when Rainbow did.”

Spike hesitated for a second before stepping forward into the light. Clutched in one of the claws dangling by his side was his photo album. He looked down at it, then up at Twilight. “Er, yeah, about that… I kinda wanted to come down and stay up with you for a little while, if that’s okay,” he replied, his voice quiet and hesitant.

Twilight tilted her head the other way in confusion. “Oh… uh, alright,” she relented before scooting over on the couch and making some room. “Would you like to sit down?”

Spike’s expression lit up with relief, and he gave a quick nod of his head. He came over and made himself comfortable on the couch, resting his head against her side. By reflex, one of her wings unfurled and draped itself over him like a blanket. He gave a quiet hum from the gesture and snuggled closer to her side before smiling up at her. “Thanks, Twilight. I’ve missed this.”

“Missed this? What do you mean?”

Spike looked down, his face disappearing from Twilight’s view. “Well… before you lost your memory, you’d sometimes let me stay up with you like this if you decided to read into the night. I mean, granted, you let me do it because you needed your number one assistant, but it was still nice. And before we left Canterlot to move here, those were some of the only times I really got to spend a lot of time with you… especially as you got older.”

Twilight blinked, her expression souring at the longing tone in the drake’s voice. She pulled him just a little closer with her wing and gave off a small sigh of her own. “...You could have told me sooner that we did this from time to time. I would’ve been fine with that,” she pointed out in a softer voice, craning her head down to look into his eyes.

“I know, I know… I just don’t like reminding myself that… well… you know…”

Twilight pulled her head back, her expression turning solemn. “I know. But if there’s something about my past you think I should know, then please, tell me. Even if it’s something as simple as staying up past your bedtime to be around me.”

That, to her surprise, made Spike perk up. He glanced up at her with a small smile before holding up his photo album to her. “Well, if that’s the case,” he began before pulling the album open and flipping a few pages deeper than Twilight was used to.

To her surprise, the page where Spike stopped was near the back of the book and was loaded with photos. They were all older than the ones Spike had taken, each one displaying some visible sign of age and wear and tear. But they were all of the exact same things.

In every photo, Twilight saw her and Rainbow Dash when they were little more than foals.

There was a photo of the two running down one of the halls of the castle, a baby spike on Twilight’s back and an amused Princess Celestia in the background, peering at them from around a corner with a hoof held up to her lips.

Another one showed Rainbow Dash laying sprawled on her back on a cushion in Twilight’s Canterlot castle bedroom, while the then-unicorn happily read a book right next to her.

Yet another showed the two of them struggling against each other in an intense hoof-wrestling match with a few other fillies that she didn’t recognize looking on from the background.

There were many more, each and every one showing Rainbow and Twilight being together. And, more often than not, being competitive. She recognized one or two from her mother’s foal photo album, but many of these pictures were totally new to her.

She blinked and looked over at Spike, her eyes wide. “Wha- Spike. Where did you get these?” she breathed before looking back at the photos again.

“I sent princess Celestia a letter a few days ago while you and Rainbow were working on your flying,” Spike replied, tapping the page with a claw. “She made copies of a lot of the photos she had lying around and sent them back to me earlier today. With you and Rainbow running that big race earlier, it kinda reminded me of when you were little.”

Twilight studied the photos for a few minutes, absolutely entranced. “I see… what were we like? What was I like?” she asked after a moment, very gently tracing her hoof around one of the photos.

“Well, one of my earliest memories of you two is about a game of dodgeball you two were playing. You had me keep score of your games a lot of the time. You were active, playful, and to be honest, I shoulda seen it coming when you two fell for each other,” Spike recounted, his eyes going distant at the far away memory. “You on your own were just as geeky and book-happy as you are now. That’s one thing about you that I don’t think will ever change.

“But seeing you two out there earlier, running that race like that?” Spike suddenly sat upright and turned to face Twilight directly, drawing her attention away from the photos. He reached out and placed a claw on her chest, right over her heart, and then gave her a big smile. “...It really reminded me of happier times. And I think that’s a good thing.”

“You do?”

“Well, yeah! It means you’re making progress. Sure, you’ve still got amnesia, but you’re really settling back in. You’re comfortable, now, and I could tell just how much you were enjoying yourself while on that track,” he assured before leaning forward and wrapping Twilight up in a tight hug. “I’m really glad you’re getting comfortable, now. If this keeps up, things might finally be totally back to normal soon.”

Twilight frowned at that, unable to stop the brief spark of disagreement she felt with that assessment. Maybe things were getting back to normal for them, but what about for her? She’d spent months living with them by now, and with every day that passed, she learned something new about herself.

But at the same time, if things were getting back to normal for them… then that meant she was doing something right.

Filing that thought away, Twilight let herself give a warm smile of her own. She closed her eyes and returned Spike’s hug, pulling him tightly against her chest and enveloping them both in her wings. “Thank you, Spike,” she whispered to him, nuzzling into his forehead. “That really means a lot to me.”

“Don’t mention it,” Spike whispered back, giving her a firm squeeze. He then chuckled and turned his head to look at her wings. “Heh. I almost kinda wish you always had these wings. They’re really soft.”

Twilight rolled her eyes with a snort of amusement. “Well, maybe you’ll grow your own wings someday.”

“Somehow, I doubt that.”

Twilight giggled quietly at that before returning her attention to the photo album. Spike did the same, and for a long time, the two were perfectly happy to just look at the old pictures of Twilight’s foalhood. Every so often, Twilight would ask a question about one of them, and Spike would answer.

Eventually, though, Spike’s voice tapered off, and Twilight realized he had fallen asleep against her. Unwilling to bring herself to disturb him, she settled down on the couch and held him close against her barrel with her wings. She closed her eyes, and soon, she too drifted off into Luna’s realm.

Dream Therapy

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With the end of the Running of The Leaves, Winter is one step closer to embracing Equestria. But before the snows can fall and the ponds turn to ice, there is one more event to be celebrated. Amid the streets of Ponyville, fake spiderwebs are stuck to the sides of homes, jack-o-lanterns rest in front of doors, and fillies and colts rush frantically to acquire their costumes in preparation for Nightmare Night. And for the first time in a thousand years, the pony the holiday was inspired by shall be in attendance…


Rainbow Dash slowly opened her eyes as consciousness returned to her. She was standing in a field of grass that stretched on seemingly forever. The sky was dark, illuminated only by countless tiny sparks of light that were the stars. A breeze rolled over her and the field, making her unbound mane drift over her shoulders and the grass tickle her hooves.

“Three, two, one…”

Sure enough, as Rainbow mentally counted down, the moon began to phase into existence overhead, going from a thin crescent to a full, brightly glowing circle. As soon as it was full, the silhouette of Luna appeared against it, her wings outstretched and her mane billowing dramatically in an unseen wind.

Then, with practiced ease and grace, the lunar alicorn glided down through the air until she came to a landing directly in front of Rainbow Dash. Tucking back her wings, she smiled down at her niece before leaning down to give her an affectionate nuzzle. “Rainbow Dash. How has your sleep been, so far?”

Rainbow returned the nuzzle gratefully. Once she pulled back, she shrugged her shoulders. “Meh. No nightmares so far, so I can’t really complain too much.”

Luna, satisfied with that response, merely nodded before turning to gaze out at the fields around them. “That is good, it means there is less to distract us. Are you ready to begin?” she asked, her horn lighting up with blue magic.

Rainbow’s smile faltered, fading away into a nervous frown. This would be their first official Dream Therapy session, and she had no idea what to expect. It was a little nerve-rattling. But despite her trepidation, she nodded her head all the same. “Yeah, I’m as ready as I’m gonna be. But first, are you and mom coming down for Nightmare Night tomorrow?”

Luna frowned. “I am, yes. However, my sister has come to the reluctant decision to remain in Canterlot. With as many traditions as there are in the city for this holiday, and without Cadance or I to oversee and direct them, she decided it would be best to stay behind and take care of those matters herself.”

Rainbow sighed quietly and looked down. “Meh, shoulda known…” she grumbled before perking up and giving Luna a nod and smile. “Oh, well. I still get to spend some time with you, huh?”

Luna shot her a warm smile before the light on her horn grew brighter. “Indeed you do. Now, then! Let us get started,” she declared before the dream around them began to bend and distort. The field of flowers dissolved into dust, leaving them standing in mid-air in an endless abyss of stars and faint blue light. “Before we can begin to formulate a means of treating your disorder, we must first come to understand the cause.”

Rainbow’s smile disappeared entirely, and her ears drooped. “Ah… that means talking about it, doesn’t it?” she asked, a slight tremor in her voice.

Luna nodded. “Yes, it does. So, to begin with…” she turned around to face Rainbow directly, her expression neutral and the glow on her horn fading away. “I would like for you to explain what it is you experience when you have one of your Flashbacks, in detail.”

Rainbow frowned and tilted her head to one side, confused. “Oh...kay? I mean, I kinda told you what it’s like already, didn’t I? I have these really vivid flashbacks any time magic is used on me.”

Luna nodded along. “This much is known to me, yes. However, it would be good to have finer details. Anything and everything you can recall about the sensations will help us focus our efforts.”

Rainbow grimaced, then nodded. “Okay, uh… well, the best way I can describe it is… uh… it’s like I’m going right back to the day it happened,” she began, sitting on her haunches and gesturing her hooves in front of her in an abstract motion. “Like, all of my life after the thing I’m flashing back to just… doesn’t exist, anymore. I’m right back there, in the moment, as vivid and intense as it was the first time. That’s why it still made me cry like a little foal whenever I had them in the past. I legit felt like a scared and traumatized little foal, every time.”

Luna nodded slowly, her eyes narrowing in thought. “I see… and these flashbacks were of the day your parents died, correct?”

“Yeah. They used to be about that. But… well…” her frown devolved into an anxious grimace, the memory of her last flashback sending a chill down her spine. “...After the fight with Chrysalis, it… changed.”

“To her torturing you before we arrived to help you, correct?” Luna ventured, and Rainbow slowly nodded her head. With a quiet hum, the alicorn lit her horn up once more, and the dreamscape began to shift and morph. A series of smooth crystal streets began to materialize around them in the same shape as a snowflake fractal, while jagged buildings of red and blue crystals rose up from new materialized soil.

In a matter of moments, a perfect replica of the Crystal Empire, as Luna and Rainbow remembered it, had sprung up around them. That done, she allowed the light to fade from her horn and turned to face Rainbow directly. “Very well, then. Please, walk me through exactly what you saw the last time you had one of your reactions. This is your dream, don’t forget, so you can make visual aids if it will help.”

Rainbow’s eyes widened, her heart beating just a little faster in her chest. “Wha- wait a sec. Are you sure that’s a good idea? I mean, you saw how badly it freaked me out last time I saw it.”

“Yes, but if what you have said is true, then your mind also regresses to the flashback you are experiencing,” Luna countered in a soothing voice. “But that is not the case, here. You would be creating the image of your own free will, not because you were being forced to relive it. And again, you may create a visual aid, but if you do not wish to, I will not force you.”

Rainbow was quiet for a second, her face falling in thought. After a moment, she nodded and closed her eyes. With a deep breath, she focused on the memory of her fight with the changeling queen. She grimaced and tensed up involuntarily, her ribs tingling softly in a reminder of their once shattered status. When she opened her eyes, her breath hitched in her throat, and her wings sprang open in a fight or flight response.

She saw a motionless recreation of the moment she had been pinned to the street. She saw her past self laying flat on her back, spread eagle and abjectly terrified. Her eyes were wide open and her pupils dilated, while her mouth stretched wide open to let out a now silent scream. Bruises and scrapes covered her entire body, the fur on her bitten hoof was stained red, and putrid green magic had all four of her hooves encased and held down.

And, of course, standing over the brutalized pegasus was Queen Chrysalis. Her eyes were wide open and unfocused, a pink stream of energy drifting from Rainbow’s chest to flow down her throat. The worst part was that burning in those reptilian eyes was a manic and sadistic glee that made Rainbow shudder and look away.

She felt Luna’s hoof draping itself over her, and she finally managed to return her gaze to the terrible scene in front of her. As she did so, the alicorn leaned down to speak to her in a hushed voice. “I see… I saw your injuries when we arrived, yes, but I did not realize it had happened like this.”

“I-it was awful,” Rainbow mumbled, her voice shaking anxiously. Even just the sight of the queen, despite the fact she had been trapped in a tree for the rest of her life, was enough to make the pegasus want to flee for her life. “I thought I was going to die.”

“So you told us before,” Luna hummed before releasing Rainbow and slowly trotting over to examine the scene more closely. “You mentioned that she had been toying with you at the time, yes?”

Rainbow nodded, slowly following after her adoptive aunt. “Y-yeah, she was. When I first flew out there to hold her off, it actually felt like I was holding my own. I was getting in some good hits and wasn’t getting too badly hurt myself…” her eyes fell on the queen’s crooked horn, and her blood ran cold. “But… then she started using magic. I was powerless after that… I was like a toy.”

Luna hummed quietly, leaning down to study Chrysalis' frozen face up close. She couldn’t help but scowl at the changeling before turning away from her and examining the surrounding cityscape. “Hmmm… I do not believe this is where we found you when we arrived. Additionally, Twilight Sparkle was with you, I remember. Where was she at this moment?”

Rainbow paused and glanced over at Luna in confusion. The way she had said Twilight’s name… there had been an edge of bitterness that she knew she did not imagine this time. She forced herself to ignore it for the moment and answered the question. “She was supposed to be up in the palace with Starlight Glimmer, helping to keep the barrier up. But when she heard me screaming, she came running down to help me.”

Luna’s ears drooped, and she slowly nodded in understanding. “I see. So she came to your rescue and helped you fight her off until we found you where we did, is that right?”

“Pretty much, yeah,” Rainbow answered while trotting up to the memory. The longer it stayed still, the less it bothered her, she found. “Between her magic and my wings, we were able to fend her off for a little while longer. Although… she was playing right into Chrysalis’ hooves.”

Luna raised an eyebrow and turned to face Rainbow directly. “What do you mean?”

Rainbow sighed and stepped around the frozen image of Chrysalis until the scar on her cheek came into view. She reached up and traced a hoof over it, shuddering in disgust when she found that the changeling had a physical presence to her. “This right here. This wasn’t the first time we threw down with her, you know. The first time was back in Canterlot, when we were trying to rescue you, mom, and Cadance. In that fight, Twi blasted her in the face with magic and gave her this scar. I think Chrysalis took it personally.”

Luna’s ears perked up, and her eyes narrowed at Chrysalis in ever-growing revulsion. “I see. So she was using you to draw her out.”

“Yup… and then, well…”

The terrain flickered, and suddenly they were standing in a different part of the Empire. A fire was raging not far away, and the image of Rainbow was leaning with her back against a home, her forelegs swollen just below the elbows. Twilight, still as a unicorn, stood next to her, both of them staring off towards a long shadow cast by the flames. The image was joined by the distant, ghostly voice of Queen Chrysalis, singing.

“This day is going to be perfect,
The kind of day of which I’ve dreamed since I was small.
Twilight Sparkle will soon lay dead,
The last princess will drown in dread.
Who says a girl can’t really have it all?”

The image flickered again, and suddenly Chrysalis was standing between them. Behind her, Rainbow was clutched in her magic, curled into a terrified, sobbing ball. Twilight was held in front of her, her eyes glued onto Rainbow and her hooves reaching out for her.

Rainbow gazed at the memory for several moments, then looked away, her ears drooping. “She got us. When I broke my hooves in a bad landing, we were stuck. Chrysalis came in, picked us up, and tortured both of us. Me just by holding me in her magic, and Twilight by making her watch…”

Luna nodded along, letting Rainbow talk and studying the scene.

When the princess offered no response, Rainbow kept going. “I was so scared… I’ve never felt more terrified of anything, I don’t think. There was nothing I could do, and neither could Twilight. If we had died there, then…” her eyes drifted off towards the palace, her ears lowering. “...Everypony in that palace would have been done for. Without Twi and I, the elements would be useless, and nothing could have stopped her. Everything we were trying so hard to protect would be lost…”

Luna was silent for several seconds, her eyes also resting on the palace. “...I see. So, you would say that you were afraid because you felt powerless?”

Rainbow nodded. “Yeah… just like…” her head drooped, and the world around them flickered again. Suddenly, they were standing in the middle of a street in Baltimare. It was night, the faintest hints of the sun’s light just barely visible on the distant horizon. The pavement of the road had been torn asunder by falling debris. Several ponies in the uniform of local law enforcement could be seen standing around, taking notes and photos and interviewing witnesses.

All of that was blurred out and became borderline intangible when compared to the center of it all. On the ground, Rainbow Dash’s birth parents lay on their backs, eyes closed and bodies caked in dust. Meanwhile, held in a blue magical aura and being pulled away from them was a filly Rainbow Dash, her eyes spilling tears and her hooves outstretched.

Her words of the time echoed faintly in the air around them, desperate and hoarse and barely discernable through her frantic cries.

“PUT ME BACK! PLEASE, PUT ME BACK! MOM! DAD!”

Luna’s eyes widened as she took in the sudden change in scenery. Rainbow barely looked at her, instead choosing to focus on the sight of her long-dead parents. “...When my parents died.”

In a moment, Luna was by her side, draping a wing and foreleg over her for warmth and comfort in the sudden cold. “You didn’t need to show me this,” she whispered, giving her a firm squeeze. “I’ve heard the stories of what happened here…”

“...I’ve never felt so useless,” Rainbow went on, almost oblivious to Luna’s voice. “I couldn’t do anything at all. I just… all I could do was watch it happen. When it was all over, and they were gone, I… I couldn’t make them wake up… and I couldn’t even stay with them.”

Suddenly, the vision of Baltimare vanished, melting away as if it were a block of ice in a desert. In its place, an endless field of clouds in a gorgeous night sky had formed. The full moon hung overhead, and the chill in the air went from choking to soothing in a heartbeat.

Rainbow blinked, her focus coming back to her. Slowly, she looked up at Luna to see that the princess was gazing back down at her with no small amount of surprise and concern. “Rainbow Dash…”

Rainbow looked away, her wings ruffling anxiously on her sides. “Sorry… I got caught up in the memory. It’s…” she sniffled and wiped a hoof over her eyes. “It hurt more to look at it like that than I thought it would.”

“I understand…” Luna assured her with a firm squeeze before finally releasing her from the embrace. “To feel so powerless at such a young age… It is no wonder you react the way you do to magic.”

Rainbow perked up and glanced at Luna, curiosity slowly starting to wipe away her other, less savory emotions. “Yeah?”

Luna nodded. “Yes. While I may be wrong, as there is yet much to explore in your psyche, I believe that a part of why you react as you do to magic is because you are terrified of being powerless. When things happen to you beyond your control, it is almost never good, and from what I have just witnessed, nothing represents that to you more than the touch of magic upon your skin. The first time you felt it, it pulled you away from your family in a moment where you were already unable to do anything, preventing you from even holding onto them. And you were so young…”

Rainbow grimaced. “Right… yeah, that makes sense.”

“And so that is where we should start,” Luna declared before lowering herself onto her haunches. The clouds directly in front of her suddenly parted and fell away, revealing a breathtaking landscape below them. Mountains and valleys, oceans and rivers, forests and canyons. It all stretched on and on for eternity, untouched by the constructs of civilization.

Rainbow’s eyes flew wide open, and her jaw dropped at the sight. “Woah… now that is an awesome view!” she proclaimed, shooting up into the air with a flap of her wings to get a better look.

Luna smiled back at Rainbow, flattered by the compliment, and patted the clouds next to her. “Come, sit,” she called up to her before looking ahead at the terrain.

Rainbow did as she had been told, coming in for a smooth landing and settling down onto her haunches next to her aunt. Once she was comfortable, she looked up at her in curiosity. “Okay, so, what’s with the view? How does this help with my therapy?”

“It will give your eyes something to do while you talk,” The alicorn replied with a simple nod. “And it will give you the assurance that whatever you tell me, no matter what it is, will stay between us. After all, trees do not reveal our secrets.”

Rainbow looked down, her mind starting to wander. “So… I’m supposed to talk about how I feel about the things I’ve been through, and my PTSD and all that?”

“Precisely. I will listen to everything you have to say, and ask questions where I need to. Hopefully, in time, we can help you overcome your condition.”

Rainbow nodded, her eyes wandering up to look at the distant horizon. “Okay… where do I start?”

“Wherever you want to,” Luna encouraged her. “I will interject only as I feel is needed. Take as long as you need. We have all the time in the world in this space.”

There was a moment of silence between them. Rainbow took a deep breath, her eyes following a constellation of stars in the night sky. She let the breath out and began to speak.


Rainbow wasn’t sure how long she was talking for. It felt like hours and, to be fair, with time skewed within her subconscious, it probably was hours. Most of it felt meaningless to her at the time. She was just rambling on and on, sometimes going on completely unrelated tangents that had nothing to do with her condition. Sometimes she fell quiet for long periods, not knowing what to say. One time she even had to get up and fly around the world below for a while just to get her head together.

And all the while, Luna was patient with her, and only spoke very rarely. As she said, it was mostly to ask questions, or occasionally get the conversation back on track if it got really off topic. Aside from that, she looked around at the world as Rainbow talked, paying very close attention to seemingly tiny details. It didn’t make much sense to Rainbow, but she decided not to question it outright. She wasn’t the therapist or expert on dreams, here.

No, she was the patient.

Patient… a pony who was broken, who needed the help of somepony else to get better.

“Pretty much sums me up, doesn’t it?” Rainbow thought bitterly to herself, feeling no small amount of resentment over that comparison.

Somewhere in the distance, an eagle screeched.

“You have been quiet for a while now,” Luna noted after a time, glancing down at Rainbow with a curious frown on her muzzle. “Have you nothing left to say, tonight?”

She puffed out a breath between her lips, then shook her head. “Nah, not tonight. I’m tapped. I’ve been rambling at you for hours and I got nothing left to say.”

“Oh, I’m quite sure you do,” Luna countered, her eyes falling on a thick, dense jungle far below. “But it will not do you any good to have it pried out of you if you are not ready to say it.”

“Yeah, I guess… but, question,” Rainbow shifted on her haunches to face Luna directly. “How does me rambling at you for hours and hours help me with my PTSD?”

Luna gave her a tender smile. “This is not going to be a short process, Rainbow Dash. As I said, I must understand you on a deeply fundamental level if I am to help you. And the best way to understand somepony is to let them speak their thoughts, free of filters or judgment. I can assure you, that from all you have said, I have come to understand a great deal more about you.”

“Really?” Rainbow tilted her head, bewildered. “Care to share with the rest of the class?”

“The first thing I noticed is your mind,” Luna began, looking off into the distance. “And I am not referring to just the landscape surrounding us. There is a lot going on in that head of yours, my niece, more than even I anticipated.”

“Oh, so I’m smart, then?”

Luna chuckled at that, her smile returning with amusement. “I suppose that is one way to take it, yes.”

“Okay, I’m smart. Calling it now,” Rainbow proclaimed, flashing Luna a big, cocky grin. That grin soon faltered and faded, though, replaced with a frown. “...Meh. Who am I kidding? I’m nothing compared to Twilight.”

Luna’s smile faded away as well, replaced with an irritated scowl. “Twilight Sparkle is many things, Rainbow Dash… but, much like with everypony, not all of it is pleasant.”

There it was again. The bitterness. Rainbow’s face twisted into one of frustration and confusion. She rose to her hooves and backed away a few paces, drawing a confused glance from Luna. “Aunt Luna… do you have a problem with Twilight or something?”

Luna’s eyes widened in surprise before she quickly looked away. After a moment, her shoulders slumped and she heaved a relenting sigh. “I was that obvious, was I? Forgive me, Rainbow Dash. I know it is unfair of me, given her own condition, but… in short, yes, I do have problems with the newest alicorn.”

Rainbow’s jaw dropped for a moment, and she sat back down on her haunches. “Why?” was all she said.

Luna shook her head in dismissal. “It hardly matters. I am not here to share my grievances with you, I am here to-”

“Luna,” Rainbow cut her off with a firm look. “Don’t even try and dodge this. Just spill it and come clean with me. I’ve been open with you, haven’t I?”

Luna was silent for several moments. She looked down at the terrain rolling by, then closed her eyes. “Very well. If you insist,” she resigned herself before standing up and turning around. “I do not think I need to ask if you remember the incident with Starlight aboard the Friendship Express, do I?”

Rainbow wilted under the question, her ears drooping. “No… no, you don’t,” she replied with a slow, regretful nod of her head. “It was only the biggest mistake I ever made…”

Luna frowned and turned away. “Perhaps it was… but it was an event that hurt you far more than it should have.”

Rainbow blinked, her ears lifting back up. “Wha?”

“It was natural for you to feel guilt over that incident, and to carry the responsibility of it on your shoulders so heavily,” Luna went on, her voice slow and careful. “You did do wrong, and so that pain was to be expected. However…” she turned to face Rainbow, her eyes narrowing. “Twilight Sparkle’s treatment of you following that disaster led to deep scars that I still see in you, all these months later.”

“Wha… but, she had every right to be upset with me,” Rainbow replied slowly, standing up and making her way towards Luna. “I screwed up big time. I attacked Starlight. Everypony had every right to be mad at me. That’s not her fault.”

“You’re not wrong,” Luna nodded her head, though the bitterness remained. “Your friends did have every right to be disappointed in you. But Twilight’s anger towards you was far greater than it should have been. You had nightmares about her, your dearest friend, the mare you had fallen in love with, because of how she had started treating you.”

“Well, yeah, but, I kinda deserved-”

“Don’t say it,” Luna snapped, suddenly stepping right up to Rainbow and looming over her. “Don’t you dare say you deserved it. All but overnight, you went from a scared pegasus just looking for some closure to a broken and emotionally devastated wreck that couldn’t go without questioning her every move and decision. Who blamed herself so much that she dreamt of running away to freeze to death in the mountains. All because Twilight failed to recognize that she was hurting you. And even when she did…”

Luna turned away, her eyes narrowing with discontent. “...She waited to do anything about it. She hesitated out of her own fears and doubts, leaving you to suffer and drown in your own self-loathing. Nopony, absolutely nopony deserves to feel that pain.”

“Luna…” Rainbow stammered, completely taken aback.

The alicorn took a deep breath, then let it out in a heavy, full-bodied sigh. “...In the end, my niece, what I dread… what I fear, is that when you truly need her the most, she won’t be there for you. Just like after the train.”

Rainbow blinked, then shook herself. She set her jaw and leveled a hard look at her aunt. “Luna, you do remember that she learned her lesson from all of that, right? She took it pretty hard, too. I remember that she tried to blame herself for all of that when we were in the Empire. She got better, and she didn’t hesitate to be there when it counted. She…” she looked down and shuddered, the memory of Twilight’s lifeless body in her hooves coming into her mind. “...She gave up her own life to save mine.”

Luna looked down and nodded, her ears drooping. “I am aware, Rainbow Dash. Had she survived the blast, or had she retained her memories, then these feelings I hold would be little more than a foalish grudge…” she turned to look at Rainbow again, her eyes shimmering with an apology. “...But she does not remember. All of her life experiences have fled her, and the bond that you two once shared is proving slow to reform.”

Rainbow’s eyes widened, and she took a step back.

Luna continued. “Without those memories, without that bond, then even with the wings and power she now carries, she is less than she was before. I do not mean that as an insult, I mean that as a mere fact. She has lost ground, lost herself. Lessons learned, bonds formed, friendships made, and loves found…” she spelled out slowly, her eyes affixed to Rainbow’s. “...Without those, I can only fear that the weaknesses she had in the past have returned to her. And so I fear that she will not be there when you need her.”

As Luna finished speaking, off in the distance, the faint golden glow of the morning sun began to spill across the world from the horizon. Neither Luna or Dash turned to look, though, instead focusing on each other. Rainbow locked her lips and nodded her head. “Alright… fair enough, I guess. Just… don’t let it ruin things when you come down for Nightmare Night tonight, alright?”

Luna managed to smile at that. “I will do my best. As much as I resent the mistakes she made, I know full well that she cannot be held fully responsible for them now.”

“Yeah,” Rainbow nodded before jumping up into the air and hovering there with her wings. “And I’m willing to bet good bits that she’ll prove you wrong! Amnesia or not, she’s still Twilight Sparkle, and I know I can count on her.”

“Do you care to attach a number to that wager,” Luna shot back with a challenging smile appearing on her face. “I might be inclined to take that bet, if so. I have been quite curious about how gambles of the modern era work.”

“Yeah, mom told me a few of the horror stories from when you were teenagers,” Rainbow quipped with a taunting eyebrow wiggle.

Luna gasped, looking quite appalled. “She did not!”

“Twenty mugs of cider a night? You have got to give me lessons one of these days,” Rainbow jeered unrepentantly, casually folding her hooves behind her head and kicking back.

Luna’s face was beginning to turn a brilliantly contrasting shade of red. “Sister… I shall have my revenge,” she whispered before shaking her head and chuckling to herself. “Alas, the sun is rising, and I need to prepare for my visit. It is time for you to awaken, my niece.”

Rainbow righted herself in the air and nodded. “Alright. And Luna?”

The princess looked up at Rainbow even as her horn glowed, and the dream began to dissolve. “Yes, Rainbow Dash?”

The pegasus princess gave a small, tender smile. “Thanks for this. Even if it doesn’t end up helping my PTSD, it’s nice to talk to you.”

Luna’s smile widened. “Of course, Rainbow Dash. It is the least I can do.”

And with that, the dream ended.


Rainbow Dash came to and opened her eyes just as the glow of the morning sun streamed in through the window of the Golden Oaks Library’s bedroom. Somewhere in the distance, probably at Applejack’s farm, a rooster gave its customary morning call. Stifling a yawn, Rainbow sat up in her bed and looked around until her eyes settled on the bed next to hers.

Twilight was there, sleeping peacefully on her side, facing away from Rainbow Dash. Her barrel steadily rose and fell with every deep, rhythmic breath she took, and every so often, one of her ears would flick.

Rainbow took the chance to stare and appreciate the view, her heart fluttering in her chest. A small, dreamy smile spread on her lips, and she found herself becoming entranced. They really had stuff they needed to do today, but…

“It’s early, and we’ve got plenty of time. Stuff can wait,” Rainbow eventually decided, laying back down on her side and smiling as the light of the sun filled the home with its warmth.

Looming Sundown

View Online

“Oh my gosh, this is so super duper exciting! Princess Luna’s first Nightmare Night ever! EEEE! Oh, I can’t wait! Do you think she’s gonna like the candy?! Or the spooks?! What about the scares? Or the spooky, scary candy!?”

Twilight Sparkle watched with wide, unfocused eyes as Pinkie Pie systematically dismantled her very understanding of the laws of physics by literally bouncing off the walls of the library’s living room. But Pinkie did not satisfy herself with merely maintaining perpetual motion. Oh, no, she disappeared under a chair, somehow squishing herself down to fit, and then reappeared by shooting out from behind a bookcase on the other end of the room.

Rainbow stood to her left while Spike stood to her right, both of them appearing far less phased by the anomaly’s behavior. Twilight briefly passed them each a skeptical glance before looking back into the room and-

“GYAH!” She shrieked and flailed back onto the floor when she discovered Pinkie Pie’s face mere inches from her own.

“Twilight, aren’t you excited?!” Pinkie gushed, seemingly not at all concerned by Twilight’s fall. “Princess Luna is coming to Ponyville tonight! She hasn’t been here since the Summer Sun Celebration over a year ago!”

“Uuuuuuhhhh…” was Twilight’s very well thought out and insightful reply.

Rainbow started laughing off to the side before lightly nudging Pinkie back. “Hey, give Twi some personal space, would ya?” she chided, clearly unable to be anything other than amused.

“Personal space?” Pinkie parroted as if she had never heard the phrase before. “What’s that?”

Twilight grunted and sat up onto her haunches, her eyes going just a little crazed while her hooves flailed uselessly in Pinkie’s general direction. “HOW DO YOU?!” she demanded in a loud and exasperated shriek.

Pinkie tilted her head to one side, confused by the alicorn’s outburst. “How do I what, Twilight?”

“YES!”

Twilight was drawn from her less-than-dignified fit when she felt Spike’s claw on her shoulder. Huffing, she turned to see him offering her a soothing smile and shaking his head. “Let it go, Twilight. Let it go,” he said quietly.

She pointed at Pinkie again. “B-but, physics!” she stammered helplessly “And, and, momentum, space, matter! She just…”

“Shh, shh, it’s okay, Twi,” Spike continued in a soothing voice while patting her on the back. “It’s just Pinkie Pie. She can’t hurt you.”

“Unless her tail starts twitching,” Rainbow commented, shooting them a sideways look. “In which case, take cover.”

“Silly, that doesn’t mean I’m gonna hurt anypony,” Pinkie denied with a severely exaggerated roll of her eyes. “That’s what my mane going flat means.”

Twilight stared at her for several long seconds, her brain doing some very impressive gymnastics as she tried to figure out the creature before her. Alas, her efforts were for naught, and she announced this by falling back onto the floor to murmur incoherently to herself.

Rainbow stared at the pitiful scene for a solid minute before rolling her eyes and turning to Pinkie with an inquisitive look on her face. “So, Twi’s having a complete psychological breakdown. What do ya need, Pinkie?” she asked casually.

Pinkie straightened up, her grin returning in full force. “Oh, right! I just wanted to come by and see if Twilight was excited for Nightmare Night, this being the first one she’s had since becoming an alicorn!”

That finally pulled Twilight out of her trance. With a sigh, she sat upright and looked at Pinkie. “Well, I am excited, yes. Rainbow and Spike have been hyping it up to no end, and I’m curious to see what all the fuss is about,” she explained before glancing sideways at the pegasus in question.

Pinkie grinned. “Nifty! Are you three coming to the town square for the mayor’s presentation? I bet she’s got something exciting planned to scare the socks off of everypony this year!”

Rainbow puffed up her chest, a knowing grin spreading across her face. “Oh-ho, yeah she does,” she claimed, giving her mane a stylish flick.

Pinkie gasped at her. “How do you know?! Are you in on it?!” she asked, stepping forward to get a better look.

Rainbow smirked and nudged her back. “You’ll just have to hook up with everypony else to find that out, won’t cha?” she teased with a wink. “Why don’t you get a move on? The sun’s going down in a little while, and you want to have your costume on, right?”

Pinkie’s eyes flew wide as dinner plates, and she gasped as if the most shocking revelation had been made before her eyes. “OH MY GOSH! YOU’RE RIGHT! I LEFT MY CHICKEN SUIT BACK IN MY BEDROOM!” she screeched before turning for the door, her tail starting to spin like propellers. “I gotta zoom! I’ll see you all at town square! BWOCK!”

And with that, Pinkie Pie raced off, plowing through the front door of the library at speeds that would probably make Rainbow Dash blush. Twilight waved a hoof in front of her face to clear away some of the dust kicked up by the sudden departure before heaving a heavy sigh. “That mare is going to be the end of me,” she grumbled before willing the front door shut with her magic.

“Meh, it’s Pinkie,” Rainbow dismissed with a shrug of her shoulders. She gave Twilight a warm smile and poked her in the ribs. “But we should probably go grab our own costumes, too.”

“Yeah, we should,” Twilight conceded, eagerly snatching up the chance to distract her mind from the madmare that had just fled their home. She turned to her two roommates and nodded for the stairs to the loft. “Shall we?”

They didn’t answer with words. They merely turned and went up, with Twilight following close at their heels.


The sun was starting to disappear beyond the horizon, and the Ponyville Weather Teams, per Rainbow’s orders, were starting to bring in the darkest clouds they could manage to smother the sky and add to the eerie atmosphere. A subtle breeze wove its way through the town, making an ominous whistling noise as it passed.

Twilight couldn’t help but shudder at the sound, vaguely reminded of the nightmare she had suffered on her first night in the library. How the wind howled outside the windows as she frantically reached for the shelves, only for the books to fly away or crumble into dust in her hooves. Even now, the mental image made her feel uneasy.

Thankfully, she didn’t get to linger on such grim thoughts, as her attention was drawn to all of the fanciful decorations that were plastered throughout the town. Jack-o-lanterns sat outside doors with a wide range of faces carved into them, candlelight flickering within each. Fake spiderwebs clung to windows and walls and magical contraptions spewed out thick fog and mist to obscure hidden, macabre ornamentations that made the foals scream and laugh as they fled.

She gave a low whistle of appreciation before turning to Rainbow Dash to her right. She went to speak but found herself unable to do so when she was met with the visual of her first friend’s choice of costume. She stifled a groan and looked away to bury her face in a wing.

Rainbow chuckled from her side. “Heh. What? Don’t like it?” she asked before poking Twilight in the side.

“You dressed up as me,” the alicorn sighed before finally bringing herself to look at the embarrassing image.

Sure enough, Rainbow was adorned in a costume that made her vaguely resemble Twilight. “Vaguely” being the operative word. Her wings were covered in cardboard that conformed to the limbs and had been painted to be the same shade of lavender as Twilight’s fur. On her head was a narrow party hat painted to look like Twilight’s horn, and a bunch of strips of paper had been arranged over her mane, looking like the worst case of bed-head Twilight ever had if it were made of paper.

Rainbow glanced down at herself, then laughed in amusement. “What? I thought you’d find it funny,” she dismissed before looking ahead. “It’s not as bad as yours. I mean, a college graduate? Really?”

“I don’t see the problem,” Twilight bit back with an unamused frown. “Colleges are places of study and learning, and graduates are ponies who dedicated themselves and learned all about-”

“Eggheeeaaad~!”

Twilight came to a stop, her frown replaced with a bewildered look. “Wh… what?”

Rainbow reached out with a coy smirk, closing Twilight’s hanging jaw before looking into her eyes. “That’s you. You’re an egghead. And a killjoy.”

“I am not!”

Spike, who had been to Twilight’s left, finally chose this moment to chip in. “Actually, you totally are. Literally and figuratively,” he said with a teasing edge to his voice.

Groaning in exasperation, Twilight turned to glare daggers at the innocently smiling drake. His costume was significantly better than Rainbow’s. Thank Celestia. He was dressed in a form-fitting recreation of a wonderbolt’s flight suit, hoof-stitched by Rarity as a reward for helping her at her shop over the weeks leading up to the holiday.

Spike pulled the goggles off of his eyes to grin up at her. “Oh, relax, Twilight. We’re just having some fun with you,” he assured.

Twilight huffed and looked up the street, feeling quite offended. “...And as me, apparently.”

“What can I say?” Rainbow asked with a shrug of her shoulders. “You’re cute when you’re exasperated.”

Twilight’s heart skipped a beat at that, and her blood ran just a little colder. Her ears drooped just slightly, but she was quick to shove down the reminder of her forgotten feelings. “Don’t dwell on what was,” she thought to herself. “Focus on the now…”

The trio fell into a comfortable silence, allowing the ambiance of the town to wash over them. Twilight took a moment to look around at the decor again, noticing that even more was being arranged along the houses even as the night consumed the world.

“Yeesh, did Nightmare Night throw up on Ponyville this year or something?” Spike suddenly asked, glancing back and forth at the amassed decorations with a raised eyebrow. “I mean, look at all this! There wasn’t anywhere near this much decoration last time!”

“I may have pulled a few strings with the mayor and donated to the holiday budget,” Rainbow admitted in a whisper, craning her neck down so the drake could hear her better. “Aunt Luna’s coming here tonight, remember? I wanted her first Nightmare Night to be special.”

Twilight’s ears swiveled towards Rainbow, followed by the rest of her head. “Her first Nightmare Night? What do you mean?”

Rainbow straightened up and stared at Twilight pensively, as if unsure how to voice her thoughts. She rolled her jaw a few times before finally settling on her words. “Well… you know how Luna was banished to the moon a long time ago, and only came back, like, a year ago, right?”

Twilight nodded.

“Well, she was in this weird sleep-like state for most of that, slowly regrowing into her adult body. She was only as big as me when we first zapped her with the Elements. That means she missed Nightmare Night the first time around.”

“Ooh,” Twilight made a little ‘o’ with her mouth before looking around at the decorations again, seeing them in a new light. “I think I understand. She’s coming here to visit you for the holiday, and you thought you’d surprise her with a big display of decorations in her honor?”

“Kinda, yeah,” Rainbow acknowledged, slowing down a little to look around herself. Her eyes latched onto a squad of giggling and shrieking foals as they went barreling by, a distant look in her eyes. “...Aunt Luna turned into Nightmare Moon in the first place because she was jealous of my mom. She felt like she wasn’t getting the recognition she deserved, and she really wasn’t. So yeah, I want her to feel special tonight. I want her to feel appreciated, and like this holiday if for her, not just about her.”

Spike whistled, his eyes going wide as he spun in place. “Wow. Uh, I gotta hand it to you, you really didn’t hold back. How much of these decorations did you plan yourself?”

“Absolutely none of them,” Rainbow replied without missing a beat, her eyes lighting up with just the faintest bit of amusement. “I can fly circles around most ponies, and only a few are stronger than I am. Gimme a mountain to fly over or a monster to beat up, and I’ll get it done. Decorating a town, though? Uuuuhhh…” she shook her head. “Yeah… better let somepony who knows what they’re doing handle that.”

“Like Rarity?”

“Nailed it.”

Twilight hummed quietly, her eyes turning to look at the distant city of Canterlot up in the mountains. It was only barely visible in the sky as a silhouette, a few tiny orange sparks flickering within to signify the capital’s own decorations. The moon was slowly rising into view behind it, not quite obscured by the clouds the weather teams were rolling in yet.

“You must really care about her a lot to go through all this trouble,” she mused, smiling.

Rainbow nodded, coming up to Twilight’s side and looking up at Canterlot as well. “Yeah, I do. I owe her a lot. We… we went through some stuff together,” she explained in a hushed voice. “I really respect and look up to her.”

“I can see that,” Twilight nodded. “I’m sure she’ll love it.”


Luna stared down at Ponyville with an apprehensive frown on her face from her bedroom balcony. A chilly mountain breeze swept by, making her ethereal mane and tail shift to go along with the current. She took a deep breath, letting the coolness of the night fill her lungs and rejuvenate her system. She closed her eyes for a moment to savor the sensation before letting it back out and looking down again.

“Is something bothering you, sister?” Celestia’s voice spoke from the open window, prompting Luna to turn and look at her older counterpart. The elder alicorn stepped up beside her, a pleasant smile on her face. “I would have thought you’d be over the moon.”

Luna rolled her eyes and playfully smacked Celestia behind the ear. “Kindly refrain from making such terrible jokes in the future please, Tia,” she chastised with an annoyed huff.

Celestia tittered in amusement but relented in the end. “Oh, fine. You’re too serious for your own good sometimes, did you know that?”

“Hmm.”

A silence fell over them, and Celestia’s mirthful expression became more serious. She shifted on her hooves to face her sister more directly and cleared her throat. “Luna… I meant it when I asked if something was bothering you. Are you alright?”

Luna looked down at the guardrail for a moment before nodding her head. “Yes, I am fine. I’m just a little apprehensive about the night to come, that’s all.”

Celestia tilted her head to one side. “How come?”

Luna looked over her shoulder and towards the moon that was her charge, deep in thought. “This holiday… it is based around the legends left behind by my times as Nightmare Moon, was it not?”

Celestia winced, her wings briefly ruffling on her back in discomfort. “W-well… yes, it was inspired by those legends. I must admit, I never cared much for it myself in the past… my little ponies were quick to forget the wonderful mare that you are, replacing you in their minds with everything you’re not.”

“Then you can see why I am not eager to descend into the middle of it,” Luna stated with a quiet huff. “I understand the need to remember what I did wrong, and rest assured that I shall never forget my mistakes. But to be surrounded by so many reminders of what I allowed myself to turn into…”

“Luna,” Celestia cut her off in a firm but gentle voice. She rested a hoof on her younger sister’s shoulder and peered deep into her eyes. “Nightmare Night was inspired by the legends. But as with all things, it has changed with time. It is no longer a time of frightening foals into being terrified of the Mare in the Moon. It’s now a time of celebrating a darker side of the world we often ignore, the side you dwell within at all times. It is now a time where foals practically swim in candy and treats, and scream and laugh at silly bobbles and cheap scares.”

“But it is still a reminder of what I became,” Luna persisted, frowning down at Ponyville again. “...And a reminder of just how much the world has changed in my absence.”

Celestia’s brow furrowed in confusion. “Sister? You’ve been back for over a year, now.”

“Yes, and I was asleep for most of it, remember? I had little contact with the world around me until after Discord made his brief encore on the stage of Equestria. After that, my contact was limited, and then Chrysalis’ swarm invaded. It was only after all of that was said and done that I finally got to look at the world again, free of distractions…”

Celestia fell silent, solemn. She looked down at Ponyville as well, unsure of what to say.

Luna continued. “Every time I awaken, I see something new in the world, something I know nothing about. Everything has changed, Celestia, for better or worse, and I am still scrambling to catch up…”

Celestia sighed and draped one of her large wings over Luna’s shoulders. “I understand… but I encourage you to not be afraid of visiting your own niece,” she suggested in a whisper, nuzzling Luna affectionately. “I do believe Rainbow Dash will make the journey more than worth it.”

Luna hummed in response, returning Celestia’s nuzzle gratefully. After a few seconds, she withdrew from the side-hug and looked at Ponyville once again. “...Very well. I suppose there is nothing else for it,” she relented before turning and trotting back into her room. “I should set off. Everypony is waiting on me.”

Celesta followed Luna into the room, smiling. “Have fun, Lulu. And give Rainbow Dash my regards, will you?”

Luna paused and smiled back over her shoulder. “You need not concern yourself, Tia. Consider it done,” she stated before stepping through the doors of her bedroom and into the castle halls.

Old Legends

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“Hey, hey! Over here!” Pinkie’s voice rang out from the crowd, drawing Twilight’s eyes towards the pink pony. As she had declared earlier, Pinkie was dressed up as a chicken, and so stood out amidst the crowded sea of faces and costumes both outlandish and mundane. Rarity stood next to her, adorned in a crimson dress with her mane dyed a deep, dark black. Her eyes were red as well, though it didn’t take much more than a moment for Twilight to deduce that she was wearing decorative lenses. Applejack stood not far away, dressed up as a…

“Applejack, why are you a hay bale?” Rainbow asked with a raised eyebrow as the two groups met up. “I mean… come on.”

The farmer chuckled under her breath, sheepishly rubbing the back of her head. “Eheh, well, it weren’t my idea. There were some malfunctions with what Ah wanted to wear, and the whole thing just wrecked itself,” she explained before thumping the big square of hay that encapsulated her barrel with a hoof. “Granny Smith came up with this idea as a replacement, and Big Mac and Apple Bloom didn’t let it go…”

“Peer pressure. It’ll get ya every time,” Spike mused with a knowing grin.

It was at about that moment that Rarity let off an impressively loud shriek. Twilight, alarmed, turned to face the vampire look-alike, only for her to go shooting right by to all but tackle a certain pegasus. “RAINBOW DASH!” she bellowed, grasping her prey by the cheeks and holding her down so that her paper mane was on full display. “WHAT IN THE NAME OF ALL THINGS REGAL ARE YOU WEARING?!”

“Me,” Twilight deadpanned.

Rainbow squirmed in the fashionista's grip for a moment before finally prying her off and giving her a disapproving glare. “What? I’m dressed up as my favorite alicorn,” she protested indignantly before letting off an irritated huff.

Rarity scoffed, offended. “Psh! If you wanted to look like Twilight without being a walking eyesore, you could have just come to me! I would have made you look almost identical!”

Rainbow sighed heavily and shook her head in exasperation. “Ugh, you’re kinda missing the point, Rares,” she mumbled before turning her attention away from the fuming unicorn to look to one side.

Twilight followed her gaze and caught sight of town hall. The multi-story building was, much like the rest of the town, practically bathed in seasonal decor. A large stage had been set up with dark blue and purple curtains in the back, and mist spilling out from beneath. Somewhere, the sound of a spooky wind howling could be heard, and the distant cackles of something not friendly joined it.

“So, has there been any activity, yet?” Rainbow questioned after a moment, her wings ruffling on her back.

Pinkie shook her head. “Nope, not yet. Mayor Mare’s poked her head out a couple times, but that’s it.”

“I’m sure it won’t be long,” Twilight assured before looking around at the group again. It was only then as she swept her gaze across the assembled ponies that she realized somepony was missing. Her neutral expression morphed into a worried frown. “Hey, where’s Fluttershy?”

“Oh, she doesn’t come outta her cottage fer Nightmare Night,” Applejack piped up, stepping into Twilight’s line of sight. “She’s never liked this holiday, poor thing. She scares easy, so she locks herself in her home and waits fer it all to be over.”

“It kinda sucks,” Rainbow sighed, her brow furrowing in disappointment. “Fluttershy’s great, but I really wish she’d grow more of a backbone sometimes…”

“She’s brave where it counts, dear,” Rarity reminded with a sage nod. “Need I remind you that she was there alongside us when we charged in with the Elements of Harmony to defeat Chrysalis?”

Rainbow nodded and lifted her head up. “Yeah, I know…” she grumbled before shaking her head and looking up at the stage again. “Still. I love this holiday. I’d love to actually spend it with all of my friends, not just most of them.”

Twilight smiled in reassurance and reached out to pat her on the back. “Hey, maybe she’ll warm up to it someday,” she suggested quietly.

Rainbow was quiet for a second, her eyes going distant. Then she smiled and nodded at Twilight. “Maybe. Here’s to hoping, am I right?”

Twilight nodded in agreement. She would have spoken more, but she was interrupted by a sudden uproar of ghostly moans and howls from the stage. Alarmed, she turned to look and saw that the outflowing of mist had grown in intensity several times over, turning a sickly green color. A silhouette could be seen within the smog, slowly approaching the stage.

“Oh, oh, it’s starting!” Pinkie whispered, starting to vibrate and cluck with anticipation.

Twilight eyed her for a moment before focusing on what was happening up ahead. From the smoke, Mayor Mare emerged, dressed in a clown costume, no doubt to not be too upsetting for the small army of little foals huddled up right in front of the stage. As soon as she became visible, the crowd burst into cheers, eager for the proceedings to get underway.

The mayor smiled down at them and the rest of the crowd before making her way for a podium that had been set up off to one side, where a microphone was hooked up and waiting for her. She tapped it once or twice to ensure it was working before speaking into it. “Thank you, thank you,” she began with a happy wave. “Welcome, fillies and gentlecolts, to the Nightmare Night festival!”

More cheers erupted from the crowd. The mayor waited for them to quiet down before continuing on, her eyes briefly locking onto Rainbow. “As many of you may have noticed on your way here, Ponyville is far more decorated this year than it was last time. For this, we have the Princess of The Sky, Rainbow Dash, and her generous donations, to thank.”

Rainbow flinched at the use of her full title but didn’t hesitate to suddenly leap into the air so the crowd could see her. All eyes flew up to her, and more cheers and applause rang out from the assembled crowd, including from her friends. She did a few quick spins and showpony bows before flashing the mayor a wink and diving back down to stand next to Twilight.

Mayor Mare was quiet for a second to let the cheering fade before she pressed on. “Now, then, all of the little ponies who have been out collecting sweets, should follow our good friend Zecora, and hear the legend of…” she leaned forward over the podium, her eyes flying wide, and her voice becoming drawn out and foal-friendly spooky, “Nightmare Moooooon, mwahahahaha!”

Spike’s expression flattened. “Y’know, the spooky voice might work better if she wasn’t dressed like that,” he mumbled in a deadpan, drawing a quiet snort from Twilight.

“Well, he’s not wrong,” she thought before focusing on the stage again. A new figure was emerging from the smoke, wholly unfamiliar. They were dressed in a pitch-black robe that obscured their features, safe for the black-and-white striped hooves that carried them forwards. A hush fell over the crowd, all of them waiting with bated breath for the new arrival to speak.

They suddenly threw back their hood to reveal a mare with sharply angled ocean-blue eyes and a long, silver mane. Fake spiders poked out between the hairs, their crimson eyes silently glowing in the night. Much like her hooves, black and white stripes decorated her fur, and Twilight’s mind wandered briefly back to one of the many books she had read to get herself caught up on the world she lived in.

This was Zecora, and if Twilight was remembering correctly, she was a zebra, a species closely related to ponies who hailed from a very, very distant land.

Zecora looked down upon the assembled fillies and colts with a serene smile on her face, like a mother would look at their innocent child. Somehow, combined with her morbid attire, it was enough to actually send a chill down Twilight’s spine. “Follow me,” she began in a foreign accent. “And very soon, you shall hear the tale of Nightmare Moon.”

The zebra did not leave the foals any time to question her. Instead, she turned with a great billowing of her dark cloak and leaped down from the stage. Her hooves touched lightly down onto the grass, and she began to walk. The foals began to fall into tow, excitement, and curiosity bubbling within them. The parents hang back, only a few sharing anxious looks or shouting out last-minute reminders to their children.

Twilight tilted her head in curiosity before she felt Rainbow’s elbow prodding her ribs. She turned to look and saw the pegasus smirking back at her. “Hey, c’mon. We’re going, too,” she whispered.

Twilight frowned, and for a moment, she pondered questioning Rainbow’s statement. They weren’t foals, after all, and the mayor had clearly specified little ponies who had been out collecting sweets, and none of them were either little or collecting sweets.

And then she saw the basket loaded with candy swinging from Pinkie’s lower jaw as she followed Zecora and the foals, along with a few other adults, and decided that it was probably okay. So she nodded at Rainbow and Spike, and together, they began to trot after the crowds. She could just hear Applejack and Rarity sharing a few parting words behind her before going their own ways, vanishing back into town. They must have had their own tasks to attend to, she mused.

Those musings, along with most others, were pushed aside in favor of curiosity as the large group she had found herself with ventured towards the Everfree Forest.


After maybe five or so minutes of walking, Twilight felt a small wave of relief wash over her as she realized that they weren’t heading into the forest. There was a small clearing right at the edge, surrounded on all but one side by the dense wall of shrubbery and foliage. A few midnight creatures could just be heard skittering away as the group walked through, adding to the already intensely-creepy atmosphere.

Twilight studied it all for a moment, her eyes eventually settling on what rested on the opposite end of the clearing. There, carved out of gray stone and looking to be decades old, was a statue of an imposing alicorn reared up on her hind legs. Her slit pupils glared down at the ground in front of the base, while her maw hung open to reveal curved, razor-sharp teeth. Her mane and tail were carved to drift in an unfelt breeze, and her entire body was adorned in dark, sinister regalia with crescent moon motifs.

“This must be what Nightmare Moon looked like,” Twilight mused to herself, her eyes squinting as she tried to pick out the finer details. “Or at least what local legends depict her as. I wonder how accurate it is…”

Zecora, at last, came to a stop right at the base of the statue, before turning around to face the following group of ponies. “Listen close, my little dears. I’ll tell you where you got your fears,” she began before leaning down over a group of three fillies, her eyes narrowing. “Of Nightmare Night, so dark and scary...”

The foals trembled and backed away, anxious looks on their faces. Twilight felt a stirring in her chest, a compulsion to go to their defense, but she quickly reigned herself in. “It’s all just an act,” she reminded herself.

Zecora stood up tall and reached into her cloak to withdraw a sparkling green powder. She held it up to her face and blew, and the powder swirled away and into the air. It coalesced in front of the statue, assuming the shape of the same mare it depicted. Nightmare Moon, albeit as a green ghost, appeared above the group. Zecora’s smirk grew. “Of Nightmare Moon, who makes you wary.”

The apparition suddenly lurched down for the group, and the foals only had time to utter a collective gasp before it was among them. It struck the ground and exploded into a thick cloud of green that filled the clearing, obscuring everypony’s vision. Twilight waved a hoof in front of her face and looked around in confusion. Rainbow was right next to her, just smiling with a smug look in her eyes.

Zecora’s voice spoke through the smog, echoing ominously around them. “Every year, we put on a disguise to hide ourselves from her searching eyes.”

As soon as she finished, a filly and a colt screamed in fear and emerged from the smog to dive behind Rainbow Dash, seeking shelter from the local princess. Twilight stared at them for a moment, then gave Rainbow a raised eyebrow. The pegasus just shrugged and nodded back into the smoke.

Zecora emerged, looking far more amused than she probably was. “For Nightmare Moon wants just one thing…” she continued slowly, her voice like a predatory cat purring in anticipation. “To gobble up ponies in one quick swing!”

As a few other foals scurried away from her, Zecora withdrew more powder from her cloak and cast it into the air. Nightmare Moon’s apparition appeared yet again, this time surveying the terrain with a hoof held up over her eyes as if to block out the glare of the sun.

“Wait, why is she doing that? It’s the middle of the night…” Twilight pondered before chalking it up to mere theatrics for the foals.

“Hungrily she soars the sky,” Zecora pressed on. “If she sees no pony, she passes by. So if she comes, and all is clear, then Equestria is safe another year!”

The apparition rose into the air and disappeared in a flash of smoke and light, and with it, the rest of the smoke began to dissipate. The foals mostly seemed to be pulling themselves together at this point, quietly chuckling at each other and huddling up with their friends. One, in particular, emerged from behind Rainbow, a tiny earth pony colt with a splotchy white and brown coat who was dressed as a pirate.

He walked up to Zecora and lightly tugged on her coat to get her attention. “Um, miss Zecora? If we wear costumes to hide from Nightmare Moon, so she won’t gobble us up, how come we still need to give her some of our candy?”

Zecora grinned mischievously, and Twilight sensed she was about to scare them all again. She leaned down at him, showing her pearly whites. “A perfect question, my little friend, for Nightmare Moon, you must not offend!” more powder on her hoof was blown out, and the colt began to back away as it took shape, his eyes wide. From the cloud, the shape of Nightmare Moon appeared again, slowly trotting forward.

Zecora went on. “Fill up her belly with a treat or two, so she won’t return to come eat you!

The moment she finished speaking, the apparition opened its mouth unnaturally wide and pounced, eliciting terrified screams from the entire crowd of gathered ponies. The apparition vanished yet again the moment it reached them, disappearing into nothing. All the same, the desired effect was had. All of the foals plus one Pinkie Pie screamed their heads off and rushed for the base of the statue.

“C’mon! Let’s dump some candy and get outta here!” Pinkie barked in a shaking voice, and Twilight briefly wondered how much of this the party planner was believing. Maybe Nightmare Moon was real, but the legend they were hearing right now was just too silly.

Suddenly, a blast of thunder rolled across the sky, making everypony go still. Even Rainbow’s relaxed posture suddenly stiffened, a confused look on her face. A heavy wind began to pick up, roaring through the trees and making the branches sway and shift violently. An ominous howl echoed all around them, sending a chill down Twilight’s spine.

“Uh… what’s going on?” Rainbow whispered, looking around.

Spike gaped at her in disbelief. “Are you kidding?! I thought you had this all planned down to a T!” he demanded, grabbing onto one of her forelegs and giving it a hard shake.

The pegasus grinned sheepishly but elected to say nothing.

Before any further questions could be asked, a low boom sounded from high above as some clouds parted to reveal the full moon. It glowed brightly for a moment before something emerged from the break in the clouds. Twilight squinted through the winds to get a better look, lifting a hoof to shield her face from the occasional stay twig or loose branch that went racing by.

Her eyes widened when she saw a chariot descending from the heavens, being pulled by two thestrals. The chariot was similar in style to the one she had ridden in when coming back to Ponyville, and as it drew near, she recognized one of the ponies pulling it as Stark Jumper. The other one was not familiar to her, though.

Meanwhile, sitting in the back of the chariot was a much taller pony, enveloped in a shadowy cloak. It was hard to make her out until the chariot came to a complete stop directly over the clearing, allowing Twilight to get a better look. To her relief, it was none other than Princess Luna, looking down on the clearing with a thoughtful look on her face under her hood.

“What is she doing?!” Rainbow asked in a whisper through clenched teeth, her ears folding back. This kind of entrance is just gonna make ponies panic!”

As if on cue, Pinkie’s voice rang out through the crowd. “IT’S NIGHTMARE MOON! RUN!” she screamed at the top of her lungs before barreling away from the clearing and back towards Ponyville, appropriately clucking like a panicking chicken the whole way. The assembled foals wasted no time in moving to follow her, shrieking their little heads off the whole way.

Luna’s thoughtful expression melted away, replaced with one of hurt and offense. Her eyes locked onto the fleeing crowd for several seconds, and she timidly lifted one hoof as if to reach out after them. Twilight’s ears drooped, her heart dropping in her chest. “...She looks so sad,” she muttered before glancing over at Rainbow and Spike, the only ones to stay with her in the clearing.

The pegasus clamped her hanging jaw shut and snorted. “Ugh… Hey! Luna, down here!” she called while jumping up and hovering a few feet above the ground. “Ya mind coming down?! Y’know, before anypony else has a panic attack?!”

The lunar princess looked back down at her and blinked a few times. She was silent for a moment before uttering something to the guards pulling her chariot. They nodded back to her and brought it down for the clearing. As they descended, the winds faded away, and the unnatural gap created in the sky sealed itself up.

Finally, the chariot came to a smooth and graceful landing, the metal wheels creaking slightly as they rolled to a stop. Luna pulled her hood back before jumping down from her seat, her hooves lightly touching down on the grassy floor. “Rainbow Dash,” she greeted with a warm, if strained, smile. Her gaze then drifted past Rainbow to settle on Twilight, and the warmth faded entirely. “...Twilight Sparkle.”

A whole new chill crept down Twilight’s spine, and she suddenly found herself unable to meet the other alicorn’s gaze. She didn’t know why, but all of a sudden she felt exceedingly self-conscious. Her ears folded back and one of her hooves idly scraped at the dirt.

Before she could say anything, though, Rainbow broke the tension by flying over to hug her adoptive aunt. Luna returned the embrace with a pleased hum for a moment before lightly nudging Rainbow back.

And then the pegasus smacked her on the shoulder.

“Ow! Rainbow!”

“What the hay, Luna?!” Rainbow chastised while throwing her forelegs up into the air. “I thought you were gonna meet up with me first before scaring ponies silly! I had this whole thing planned out!”

Luna blinked several more times, and her blue cheeks slowly began to turn a distinct shade of pink. “...Oh. I… must have missed that part,” she admitted sheepishly.

Rainbow slammed a hoof into her own face. “UGH! No, no, It was my fault. I just assumed you’d come say hi before making such a big entrance,” she grumbled before touching back down on the ground and shaking her head. “But your timing could not have been worse. A whole crowd of foals just ran back to town screaming and wailing that Nightmare Moon is back, so my whole plan just went out the window.”

Luna lowered her head and heaved a quiet sigh. “I see… I apologize for that…” she mumbled.

A silence fell over the clearing for several seconds. Twilight looked down again, not quite able to keep watching the scene. She felt like she was intruding somewhere she did not belong and as if to illustrate that point, she took a few steps back.

“So…” Spike awkwardly droned out, tapping his claws together over his chest. “How do we fix this?”

“Dunno,” Rainbow grunted with a shake of her head. “Gimme a minute, though. I might think of something.”

Luna nodded quietly before turning back to her guards. “At ease, gentlecolts. Dreamer, I believe you wanted to speak with these ponies, so now would be the time,” she commanded before turning back to Rainbow and speaking to her in a low whisper.

Twilight watched them for a moment before turning to watch as one of the thestrals unhitched himself from his harness. He stepped away from the chariot and directly for her, pulling off his helmet on the way. Doing so revealed his stone-gray coat, his short blue mane, and his icey blue eyes with slit pupils. He smiled warmly at her as he approached. “Twilight Sparkle, right?” he greeted in a friendly voice.

Twilight jumped slightly, then shakily nodded her head. “Er, yeah, that’s me. Who are you?”

The pony paused, his smile faltering. At once, Twilight’s ears splayed back, and her heart fell into the pits of her stomach. He looked down for a moment and grimaced. ”Right… I’m sorry, I forgot about your condition,” he muttered before shaking his head. “My name is Squall Dreamer. I helped you and the Princess take down Chrysalis in the Empire a ways back. Thorax asked me to pass along his regards to you and Princess Rainbow Dash while I was here.”

Twilight blinked a few times, her mind taking a moment to catch up. She got it together fast enough and smiled back at him. “Oh, I see! Thorax was the changeling who helped us, right?”

“Yes, ma’am. He played a pretty big role last I heard.”

“How is he doing?”

“Well, he’s living with me and my sister right now, so he has a home at least,” Squall said before his brow furrowed. “But… well, it’s slow going. A lot of ponies are still sore over that whole incident, and I can’t say I blame them. If I hadn’t seen Thorax’s efforts first hoof, and if he hadn’t taken care of my sister, I probably wouldn’t trust him either.”

Twilight wilted quietly upon hearing that, her face falling. “...He’s being treated poorly?”

“Even with the pardons the princesses gave him, yes,” Squall confirmed. “He’s trying his best to prove them wrong, but almost nopony is even giving him the time of day.”

“That’s not fair,” Twilight whispered before shaking her head. “I may not remember him, but I know his story. So do you mind letting him know I’m rooting for him when you get back?”

Squall’s dour mood brightened at that, and he gave a firm nod. “I’ll do that. Maybe being reminded about the ponies who trust him will give him some confidence back.”

“I think we got it!” Rainbow suddenly declared, pulling all eyes back to her and Luna. She had a big, cocky grin on her face, her wings flaring open. Luna looked skeptical but invested all the same.

Spike tilted his head. “Got what?”

“How to fix my latest blunder,” Luna deadpanned.

“How to turn this mistake into something awesome,” Rainbow immediately corrected before turning to look at the little purple dragon. Her smile grew a touch more predatory. “Spike, I’m gonna need you to do something for me.”

Spike straightened up, his face narrowing with skepticism. “...What?”

Little Improvisations

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“This… is a plan,” Twilight mumbled to herself as she took her place back among the crowd amassed around the stage in Ponyville. Most were happily chattering amongst themselves or comforting their frightened foals, who had all come sprinting back with proclamations of Nightmare Moon not all that long ago. Most of the adults clearly didn’t believe them, citing it as either being a clever illusion or playing along in an overly dramatic fashion.

She looked up at the sky and squinted, looking for any sign of movement. Nothing stood out to her, though, and she let off a quiet snort of impatience. “Might help if they went along with it, though…”

Somewhere in the distance, Pinkie Pie frantically clucking like a chicken could be heard.

“Howdy, Twi!” Applejack’s voice suddenly carved through the sea of voices, drawing Twilight’s attention away from the heavens. The farmer emerged from the crowd with a warm smile on her face. She glanced back and forth for a moment before leveling a questioning look at the alicorn. “Er, where are RD and Spike? Ah thought they were with ya.”

“They were,” Twilight replied before shaking her head and sighing. “But I had to split away from the group. Something happened and they need me here.”

In a flash, Applejack’s curious look became more serious. “Somethin’ happened? Are they alright?”

“They’re fine. I just need to be here to look at the sky.”

Applejack slowly raised an eyebrow. “Er… oh… kay? What are ya lookin’ for?”

“Nightmare Moon.”

There was a moment of silence.

Applejack coughed into her hoof. “Er… Sugarcube, ya do know that-”

“I know,” Twilight cut her off, swishing her tail back and forth. “Now please hush for a second. I think I see something…”

It was hard to make out against the shadowy mass of clouds that had long since smothered the sky, but she swore she saw movement. She didn’t want to jump into action too early, though, and so she waited for the shape to become more defined. Whatever it was, it was steadily drawing closer.

Her suspicions as to what the shape was were confirmed when she faintly heard Spike’s voice crying out in terror from somewhere high above them. Twilight’s eyes snapped open, her ears folded back, and she sucked in a deep lungful of breath. She then pointed up at the mass, making her hoof tremble, before shrieking at the top of her lungs. “OH MY GOSH! NIGHTMARE MOON!”

Every single face turned to look at her, and Twilight had to resist the urge to blush from not just the sudden attention, but also the realization of just how squeaky her voice had gotten from that little outburst. Mercifully, the ponies turned to look where she was pointing, and a collection of alarmed gasps and shouts echoed throughout the crowd as a swirling cloud of blue smoke became visible just above the town hall.

The cloud suddenly parted, and Princess Luna was revealed, her wings snapping wide and flapping in a slow, gentle rhythm to hold herself aloft. Her eyes narrowed down at the crowd, and her lips peeled back into a wicked grin. Her eyes briefly flicked down at Twilight, boring into her own as if to seek confirmation.

Twilight gave a subtle nod, and Luna carried on.

Spike’s voice rang out again, muffled and distorted. Another gasp tore its way through the crowd when his face became visible amidst the billowing blue of Luna’s aetherial mane, his features displaying a cartoonish amount of fear. “Somepony, HELP ME!”

That was Twilight’s cue. She fell back onto her haunches, her hooves flying up to her mouth. “Oh no… Spike!” she shouted before putting on her best scowl and kicking off of the ground. She unfurled her wings and flapped hard a few times to gain some altitude. And she only wobbled a little bit as she ascended. Once she was at Luna’s eye level, she met her gaze head-on, then pointed at Spike. “Hey! That’s mine!”

Luna lifted her head so she was staring down her nose at Twilight, her grin growing. “Oh, is he now?” she asked before he disappeared into her mane again. Her eyes then lowered to stare down at the amassed crowd, who were all looking on in a mixture of fear and confusion.

Except for Applejack. She just looked confused.

Luna’s malevolent smirk returned, and she gave her wings a harder flap before projecting her voice out and down to the crowd. “Such a pity. He’s mine now! As are all of you!” she declared, a gust of wind blowing by as lightning exploded across the sky behind her.

Foals dived under their parents, chattering anxiously and looking up with wide, terrified eyes. The adults backed away or took protective stances in front of their foals, though none of them looked really sure of what was happening.

Luna reared back, a long, evil, and frankly cheesy laugh slipping past her lips. “Mwahahaha! Fret not, little ponies, for the night shall be long and full of wonders, both terrible and magnificent! I hereby decree that tonight shall be the most frightening Nightmare Night of all!” she declared, thrusting a hoof into the air and leering down at the crowd. Her eyes latched onto a filly who poked her head out just a little bit. “And there is nothing any of you can do to stop me!”

Twilight drifted forward a few inches in the air, lighting up her horn. “That’s not true! I’ll stop you!” she challenged, narrowing her eyes. “I did once before, didn’t I?”

Luna rolled her eyes dismissively before leaning forward. “Aye, perhaps you did best me once! But without the Elements of Harmony, and without your precious friends, you have no hope of defeating me! And besides…” her mane shifted so it shielded her front, and Spike became visible in it again. “You wouldn’t want to hurt your adorable little assistant, now would you?”

“I… did not expect that,” Twilight thought to herself, her ears drooping and her jaw falling open. She allowed the light on her horn to fade away, and she slowly drifted back. “No… Spike…”

Luna began to laugh, an evil cackle that was so sinister and villainous that it could only belong to a truly monstrous individual. “Ah, sweet victory! How I have longed to taste it! Submit to me, Twilight Sparkle, and maybe, just maybe, I will restore your pet to you.”

Spike glanced over his shoulder at her as well as he could, his expression shifting from terrified to mildly offended. “Hey! I am not her pet!” he protested before the mane shook him around a bit, silencing any more indignation.

Twilight let off a quiet whimper before allowing herself to fall from the sky and land on the ground a few yards below. Ponies scattered to get out of her way, and a small puff of dust was kicked up from her landing. She kept her eyes glued to the grass at her hooves, letting her ears droop and her wings go limp. Ponies around her murmured amongst themselves, clearly taken aback by this turn of events.

Luna laughed again, and more lightning conveniently struck across the sky directly behind her. “How delightful! Now, then…” her face pushed through her mane to smirk down at Twilight, who lifted her head just enough to meet the other alicorn’s gaze. “I could keep my word to you… but alas… I fear it may not be in my best interest to return him to you so easily.”

Another gasp shot through the crowd, and Twilight’s eyes widened. She stood upright, her wings snapping to attention. “What?! But… but… SPIKE! You said you’d give him back!”

“I did…” Luna cooed, a strand of her mane coming around to idly tickle Spike’s chin. He squirmed and closed his eyes, struggling futilely in her restraints. She hummed, pleased with the sight. “But I lied.”

“No… Spike,” Twilight choked out before falling to her haunches and looking on in shock, her eyes distant. “My number one assistant…”

Luna cackled again, rearing back as if to do something.

“That’s enough!” A new voice suddenly rang out, drawing a whole new host of gasps from the crowd. All eyes turned to face the speaker just in time for a blinding flash of light to explode across the sky. A rainbow ring expanded out from the epicenter, and a similarly colored blur shot by at well past the speed of sound, kicking up a gust as it went.

Luna only had time to gasp before said rainbow blur swooped right in front of her, snatching Spike out of her magic and pulling him free. She reached after him, growling loudly in her throat, but was unable to catch him in time. The blur whisked him away before coming to a landing amidst the crowd of ponies. A sizable cloud of dust was kicked up from the impact, obscuring everypony’s vision.

“What?! Who dares?!” Luna demanded, flaring out her wings and lighting up her horn.

“Oh, come on,” the voice of Rainbow Dash spoke, her silhouette appearing in the cloud of dust. “You remember your little niece, don’t you?”

With that, Rainbow unfolded her wings, lifted them up, and flapped them down as hard as she could. Another gust was picked up, this one strong enough to dispel the cloud and reveal her standing tall and proud at its core, Spike clinging onto her neck and looking only a little unsteady.

Twilight blinked, then grinned. “Wha… Spike!” she shouted, rising up and sprinting over. Spike saw her coming, unlatched himself from the pegasus’ neck, and leaped to meet her, the two meeting halfway in a tight embrace. Cheers exploded through the crowd, even as Luna’s brow angled into a furious glare.

“How dare you?!” she demanded, her horn lighting up even brighter. “That was mine!

Rainbow snorted derisively and jerked her head in Twilight’s direction.”Pretty sure he’s Twilight’s, but whatever you wanna tell yourself at night,” she casually stated before leaping back into the air. She came to a steady hover at Luna’s eye level, meeting her gaze with her own.

The blue alicorn growled, then took a deep breath and cackled again. “Ah… well played, little one,” she commented in a snide tone before her eyes began to glow an ominous white. “But I think you overestimate yourself.”

“Nah. If anything, you’re underestimating me,” Rainbow shot back while casually flexing one of her forelegs to show off her admittedly impressive musculature.

“Underestimating us,” Twilight added, releasing Spike from her grasp and flying up to join Rainbow’s side. She wobbled again and almost lost her stability, but a quick hoof from Rainbow brought her into an even hover. Once she was situated, she glared intently and confidently at Luna. “Even without the Elements, or the rest of our friends, we can still defeat you!”

“Ah’m right here,” Applejack mumbled under her breath from the ground below.

“Oh? Is that so?” Luna snorted unbelievingly. “And how exactly do you plan on doing that?”

Rainbow turned to Twilight with a nod, then reached out to her. The alicorn smiled and took Rainbow’s hoof in her own, her horn lighting up with a bright, bright light. They then both turned to look at Luna and, as one, spoke. “With the magic of friendship.”

Luna’s eyes widened as if she had just been given the mightiest slap of realization in the whole world. “Oh…”

“Tonight may be the scariest Nightmare Night of all,” Rainbow declared, her expression softening into something more serene. “But that doesn’t matter. The world can be absolutely terrifying if it wants to be..”

“But as long as we have our friends at our sides,” Twilight pressed on, pouring more power into her horn to brighten the light. “We can be brave and overcome any terror the darkness throws at us!”

“And then, when there are no more fears to face,” Rainbow pressed on, grinning wide and throwing the lunar princess a wink. “We can all find peace and comfort under the moonlight!”

Luna’s own horn began to glow brighter, and Twilight gasped when she felt a steady stream of power being added to her light, magnifying it many times over to the point it was blinding. She could hear the other alicorn crying out through the magical ringing noise filling the air. “No! NO! Not again! NOOOOOO!!!”

The light pulsed once, then faded away entirely. The clouds that had once filled the sky cleared away, revealing the night sky in all its glory. The full moon hung overhead, shining it’s pale, gentle light down onto Ponyville below. The crowd looked on in awe and wonder, not entirely sure what just happened. Twilight blinked the spots from her eyes and looked to where Luna had been. She was no longer there.

“Come on,” Rainbow whispered to her before tugging her back down towards the stage. Twilight followed along, and the two of them drifted down until their hooves settled upon the wooden surface. They released each other’s hooves and turned to face the crowd, who were all looking on in shock, their breath held and their attention caught.

For a moment, all was quiet, and Twilight couldn’t help but look over the crowd to assess their feelings. They were clearly confused, but more than a little enraptured by what had just transpired. The foals themselves were looking up with an odd mixture of apprehension and excitement, and a few were brave enough to venture out from the safety of their parents' legs. Spike was noticeably absent, while Applejack was looking on with a tilted head and a bewildered expression. Pinkie could be seen at the very back of the crowd, her hooves held over her beak and her eyes focused intently on the stage.

Twilight was torn from her musings when she heard the cloth of the stage’s curtains shifting behind her. She briefly glanced back and caught sight of Luna emerging, along with Spike. The former took a position next to Rainbow, while the latter stood by Twilight. The crowd visibly tensed at the sight of the dark alicorn, a few of them shuffling back.

And then Luna bowed.

A collective gasp shot through the crowd when Rainbow and Spike joined her in that gesture, and Twilight followed closely behind, her head low to the floor.

There was a second of silence.

And then the crowd exploded into thunderous applause and cheers. Ponies began to stamp their hooves and cry out in delight at the sudden performance, while others whistled their approval.

A wave of relief washed over Twilight, and she glanced sideways at her fellow performers to see how they were taking it. Spike and Rainbow were both glowing with pride at having pulled that off, and Luna just looked relieved that the crowd wasn’t screaming and fleeing for their lives.

Rainbow looked sideways at Twilight and winked before standing upright and gesturing at the rest of them. “So! Did you all like that little performance or WHAT?!” she asked loudly, and another wave of cheers exploded from the assembled audience. Luna, Spike, and Twilight stood back up at that, each one wearing a smile.

Rainbow chuckled. “Heh, of course, you did. And none of it would have been possible without the help of this year's special guest, and my aunt, Princess Luna! Let’s give her a big round of applause, fillies, and gentlecolts!”

Luna was briefly taken aback by that, her eyes flicking towards her niece. But, sure enough, more applause came, and she found herself on the receiving end of all of it. She took a step back, looking quite unsure of what to do. Twilight watched her, starting to feel just a little worried about her. Was this too much? Was she being overwhelmed?

Her worries were put to rest, thankfully, when Luna adopted a small, sincere smile and bowed her head again. “Thank you all very much, ponies of Ponyville! You are too kind!” she called out to them before standing upright and smiling wide. “It is my pleasure to walk among you this night.”

The cheers and applause went on and on. Luna relaxed on the stage, closed her eyes, and leaned her head back as if to soak it all in. Rainbow, Spike, and Twilight shared a quick glance, smiling triumphantly. Then, the pegasus trotted over to Luna and spoke to her in a hushed whisper that only those on stage could hear.

“Happy Nightmare Night, Aunt Luna.”

The Maze

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A few minutes passed before the majority of the crowd began to disperse back into the streets of Ponyville, although the foals and their parents remained behind so the little ones could gather around the newly arrived alicorn and ask her questions. Twilight stood off to one side along with Rainbow and Spike, giving Luna her time in the spotlight.

It was a pleasing sight to behold. Luna’s face alight with a soft and warm smile as she answered one foal’s inquiry. The shimmering in her eyes reflected the relief and happiness she must have been feeling at that moment.

Twilight’s eyes were drawn away from the Q&A when she felt Rainbow nudging her in the ribs. She turned to face the pegasus to see her wearing a grateful grin on her muzzle. “Hey, thanks for the help, Twi. We couldn’t have pulled that off without you.”

Twilight’s heart swelled in her chest at the praise, and she couldn’t help but avert her eyes. “Oh, uh, I didn’t do all that much. I just talked a bit and overacted,” she tried to dismiss the compliment. After a few seconds, though, and with the very distinct feeling of Rainbow’s eyes boring into the back of her head, Twilight gave a quiet sigh and met her gaze again. “But… you’re welcome.”

Rainbow’s smile broadened, and she gave Twilight a hearty thump on the back with her hoof. “That’s more like it,” she said before looking back towards the stage. Her smile faded somewhat, and her overall expression became far more solemn. “...It’s good to see Luna smiling like that.”

Twilight frowned, her own smile being replaced with a curious frown. She looked down for a second, quickly running through everything she knew about Princess Luna for some context. She recalled it soon enough, and her ears drooped slightly. “Right… she still harbors a lot of guilt over the whole Nightmare Moon thing, doesn’t she?” she asked.

Rainbow slowly nodded. “That’s a big part of it, yeah. But at the same time, well… think about it. She’s a thousand years out of time. The world’s changed a lot and she’s still trying to catch up. I still remember this one time when I gave her a smack on the shoulder, and she legit thought I had attacked her or something,” she explained before shaking her head. “She keeps it under wraps alright, but I can tell that it bugs her. A lot.

Twilight hummed quietly and looked towards the Princess of the Night. If that was the case, then she knew all too well what Luna was going through. Seeing something that everypony else took for granted and having no idea what it was? If anything, Twilight knew better because she was already supposed to know, but she didn’t.

She closed her eyes and took a slow, deep breath to quiet down the embers of frustration that had come to life in her soul. “Don’t think about what was,” she reminded herself for what must have been the millionth time. “Focus on the future.”

“I must say,” Luna’s voice cut through Twilight’s thoughts, drawing her attention. The blue alicorn had seemingly answered the last of the questions, as she was approaching the group and the foals were departing. “The youth of the modern era are much the same as they were a thousand years ago. They were only all too eager to shower me with questions both naive and adorable.”

“Was it a good shower, at least?” Spike asked curiously, stretching out his arms. “I mean, kids sometimes don’t know how to ask sensitive questions, so…”

“They were remarkably well behaved,” Luna replied with a tender smile and nod. “I can only assume that their parents raised them well.”

“Eh, we’ve got one or two snots here in Ponyville,” Rainbow replied with a shrug of her shoulders before turning and gesturing widely at the rest of the town. “Speaking of, what do ya say? Wanna get the grand tour, Rainbow Dash style? Maybe go to some of the festival activities?”

Luna hummed at the idea and eventually nodded. “That sounds like a fine idea. Very well, my niece, lead the way!” she agreed while thrusting a hoof into the air. “I would see all that your home has to offer on this night!”

Twilight smiled widely, stepping to one side to face Luna more directly. “I did some reading up on it all over the days while we were waiting for you! Applejack has an apple bobbing contest, and she’s also helping to manage a spider toss! Rarity’s running a competition to see who has the most fabulous costume, and… uh…”

Her eager voice slowly trailed off when Luna looked at her with a cold, unreadable expression. A lump formed in her throat, and she reflexively swallowed to try and force it down. A chill began to creep into her veins, and she found herself unable to stare back at the alicorn anymore.

“Luna,” Rainbow suddenly called in a low, gentle voice, drawing the alicorn’s eyes away. Twilight briefly glanced at the pegasus to see a firm look on her face, one which carried a meaning that she could not decipher.

Luna flinched under that look before looking back down at Twilight. There was still something cold in her eyes, but at least she was smiling now. “Forgive me, I did not intend to intimidate you,” she apologized with a hoof held up to her chest. It sounded earnest enough, but somehow, for some reason, Twilight found herself unable to really think it was genuine.

She cleared her throat and smiled in return nevertheless. “O-oh, it’s fine! Everything intimidates me these days,” she tried to dismiss, rolling her hoof for emphasis. “New spells, so much history, Rainbow when she doesn’t get enough sleep-”

“Hey!”

“-I was even scared by the toaster once,” Twilight concluded with a curt nod of her head.

Luna did not react in any way to that story, save for one of her eyebrows very slowly crawling up to disappear beneath her mane. Even Rainbow’s indignation suddenly gave away to curious confusion. “Say wha?” she questioned with grace and intelligence.

It was at that moment that Twilight knew she had messed up, and a red tint began to spread across her cheeks. “I m-mean, uh… well, it’s just that… I didn’t know… There was no toaster! Sh-shut up!”

“You were sleeping in that morning, Dash,” Spike elaborated with a cheeky grin, drawing a scandalized gasp from Twilight. “I was trying to make some toast for breakfast, and Twi came walking in to see what I was doing. She wound up wandering over to look at the toaster just in time for it to pop the toast out and hit her on the nose. She yelped and ran away.”

“Why?!” Twilight asked with her ears going flat and her hooves held up to her chest. “Why would you tell them that?! I asked you not to!”

“Well, yeah, I know,” Spike nodded along slowly. His grin returned, a fang poking out. “But you started it. And besides, I know how much Rainbow loves it when you squirm.”

Now resembling a tomato, Twilight covered her face with her wings and let out a long, miserable groan of embarrassment. She could just hear Rainbow tittering through the veil of feathers before a hoof lightly tapped against them. “Heh, hey, Twi? You gonna come out of there?”

“No.”

“Aw, come on.”

“You’re laughing at me.”

“I’m laughing at how adorable you’re being right now.”

Spike’s voice chimed in, quite amused. “She isn’t wrong, this is pretty adorable.”

Twilight groaned again, wishing she could just disappear at that moment. But, in the end, she relented and peeled back her shelter of feathers just enough to poke her eyes out, doing her best to look as displeased as possible.

Rainbow wasn’t able to keep it in. The moment she saw that pout, she cracked up again. She giggled merrily to herself and stomped her hoof against the ground a few times to let some of that amusement out. Spike, meanwhile, had his arms crossed over his chest and a victorious smirk on his face. And, lastly, Luna was looking on with an entertained look of her own, her muzzle hidden behind a hoof in a desperate attempt to contain her own amusement.

If nothing else, the coldness in her eyes was gone. At least for the moment.

“Well, ain’t this a classic sight,” A new voice suddenly called from the side, serving as the metaphorical bell to save Twilight from further teasing. Thankful, she turned and caught sight of Applejack approaching with an amused grin shot her way. “Are they gettin’ all up on your case, sugarcube?”

“More than a little,” Twilight huffed indignantly before folding her wings away.

“Oh, hey AJ,” Rainbow greeted casually. “Did ya like the show?”

Applejack adjusted her hat for a moment, then nodded. “Yeah, it was mighty impressive. Although, Ah gotta admit, Ah was more than a little confused when it all started. Put two and two together quickly enough.”

“I am glad the performance was to your liking,” Luna replied with a measure of relief. “Without any written script, we essentially improvised the whole thing.”

“Well, color me impressed by y’all. Ah think ya did just swell, Princess,” Applejack praised before glancing over her shoulder. “Anywho, Ah’d love to stick around and chat some more, but Ah gotta get back to runnin’ a few activities deeper in town. Why don’t y’all head on over to mah family’s corn maze later?”

Spike perked up at the suggestion, smiling. “Oh! Is it as scary as last year?”

A more devilish look appeared on Applejack’s muzzle, and Twilight felt a tiny tingle running down her spine. “Oh-ho, it sure is! If anythin’, it’s scarier. Thanks to RD’s contributions to festival funds an’ all that.”

Twilight glanced over at Rainbow, who tried to dismiss the grateful comment with a wave of her hoof and a snort. “Oh, please, Applejack. I’m just putting some of the excess money I got lyin’ around in my section of the vault to good use, you know?”

“Still mighty nice of ya,” Applejack insisted before turning and starting down the path. “Ah gotta go, now, but y’all have fun, ya hear? Happy Nightmare Night!”

“Happy Nightmare Night, Applejack!” Twilight called after her with a smile and a wave before turning back to face the others, a thought coming to mind. “The corn maze is pretty far from here. Maybe we can hit a few spots on the way?”

“I like the sound of that!” Spike agreed with a bounce. “I kinda wanted to try out the spider toss! And maybe go to Rarity’s costume contest!”

“You just wanna swoon over her,” Rainbow teased before hopping up to hover a few feet in the air. “But hey, that’s fine!” she then spun to face Luna. “What about you, Aunt Luna? What do you think?”

The princess of the night gave a genuine smile and an eager nod of her head. “Did I not say before that I wished to see all that your home holds this night?” she asked rhetorically before pointing a hoof dramatically down the road. “Come, lead the way, my niece! Show me the nightmares this night was named for!”

Rainbow’s grin only grew. “Ha! That’s what I’m talkin’ about! Right this way!”

And with that, the group began to head down the street, traveling deeper into the festival and all it had to offer. As they went, Twilight took chances where she could to look sideways at Luna, finding that the coldness in her gaze had thankfully been replaced with an exciting warmth.

She just hoped that that warmth would last for the whole night.


They spent the better part of an hour exploring the festival and having a good time. By Spike’s suggestion, they played the Spider Toss, which Luna was surprisingly adept at once she grasped the concept. They took a trip through a modular and quick-assembly haunted house, where all of them had a few good spooks and jumpscares.

Except for Spike. He insisted that he was brave and strong and not scared at all, Rainbow Dash!

But, eventually, they went through the bulk of the activities the main festival had to offer, and so finally set off for the Corn Maze. The road they took to get there saw them departing the central bulk of Ponyville and arriving in the outskirts. The Apple Family Farm was visible in the distance to their right, little more than a silhouette against the night sky. Framed as it was by the now-leafless branches of the orchard’s many apple trees, it was quite an eye-catching sight, of that Twilight harbored no doubts. What stood out to her more, though, was the corn maze ahead of them.

An ornate decorative arch had been arranged at the entrance, designed to look like some morbid hybrid between tree bark and jagged scales. The way they reached up and met in the middle looked almost like either two trees intertwining or two arms clasping their sharp-clawed hands together. Faint candles sat to either side of the archway, while the maze within was shrouded in a dense fog, complete with yet more eerie ambiance.

At the entrance of the maze, an elderly green mare with a gray mane, tail tied in a bun, and dressed in the dark robes and pointed hat of a stereotypical witch could be seen speaking to a group of huddled-together foals in a spooky voice. She was warning them about the dangers and ominous creatures within the twists and turns, and how ‘very few ponies’ had managed to make it back out alive. Her aged and croaking voice led credence to her words, solidifying the impression of a wizened old witch who had seen more than her fair share of macabre things.

“Granny Smith, Applejack’s grandmother,” Twilight identified the mare as soon as she saw her, then turned to look at her companions. Rainbow and Spike looked excited at the prospect of entering the hazy locale ahead of them, though, now that she was looking, Twilight didn’t miss that Spike also looked just a little apprehensive, sticking a little closer to the pegasus than he had been up until the maze came into sight.

Luna, in contrast, appeared more intrigued than anything. Her eyes swept across the front of the maze, taking in every little detail. After a moment, she gave a hum and smile of approval.

Twilight then returned her gaze to the maze and felt a spark of excitement in her chest. Yet another piece of Ponyville culture and tradition was waiting for her to rediscover, and all it would take was passing through that entrance and wandering the maze. Unable to keep an excited grin from spreading on her face, she picked up her pace to move ahead of the group. “Well, we’re here! Shall we head in?”

Luna was quiet for a second before deigning to speak. “Indeed we shall.”

“Ladies first,” Spike suggested, tapping his claws together at about the same time that a collection of echoing screams of terror emerged from the depths of the maze. “Cause, y’know, it’s the polite thing to do!”

“Aw, come on, Spike. Are you sure you wanna be in the back?” Rainbow asked in a slow, taunting way, making the dragon squirm. “I mean, if it’s ladies first, you gotta hang back. What if something dark, and scary, and quiet, suddenly reaches out and gets ya because none of us were back there to see it or stop it?”

Spike visibly paled, a nervous shiver working its way down his spine. “O-oh… uh, good point,” he stammered out, the tapping of his claws becoming fast enough that they were audible.

Twilight rolled her eyes, unfolded her wing, and nudged Spike forward. “Don’t worry, I’ll take the back,” she assured him with a smile and a quick nuzzle. “Now go on. I’m right behind you.”

Luna shifted to look at Twilight again, a small smile on her face. “That is… very kind of you, Twilight Sparkle,” she noted in a quiet voice before turning and nodding at Rainbow.

The pegasus beamed and puffed up with an ‘I told you so’ look on her face.

Before Twilight could question them about the strangeness of that interaction, Luna turned and began the trek into the maze, following closely behind Rainbow Dash.

Swallowing heavily, Twilight shook herself, adjusted the graduate hat she was still wearing and set off after them. She briefly glanced back over her shoulder at the group of foals that Granny Smith was still talking to, watching as they faded from view amidst the heavy fog that obscured the way. She could hear Granny letting out a wicked cackle, and the foals crying out in alarm before all fell silent.

With a deep breath, Twilight turned her eyes forward and followed the group.

“The fog is dense,” Luna noted cautiously, her horn sparking to life to light the way with a soothing blue glow. “I can barely see ten feet in front of us.”

“Part of the charm,” Rainbow explained over her shoulder. “Who knows what kinds of scary stuff might be moving around? With all this fog, we’d never get to see it until it was right on top of us.”

“What kinds of things do you think are here?” Spike asked, trembling slightly.

Twilight had to resist the urge to roll her eyes and chuckle. Those two were already giving themselves up entirely to the illusion of some haunted scenario, asking the right questions to build their own tension. Evidently, they had this down to a science.

So she might as well join in.

“Who knows?” she replied in a low voice, her eyes darting back and forth. “Could be Maybe snakes? Spiders?”

“Or a giant pony-eating moth,” Rainbow followed up while turning around to look at Luna’s horn. “Just imagine it! A wingspan of ten feet, body covered in thick brown hairs, giant compound eyes that stare into your soul!” she lifted a few feet off the ground and began wringing her hooves together. “And massive fangs that could break through rock like it was nothin’!”

“That is quite an intimidating mental image,” Luna admitted, looking thoughtfully up at the moonlit sky.

“And creative,” Twilight added.

Spike groaned, a quiet and trembling sound of anxiety and apprehension.

The group fell back into a relative state of silence as their wandering continued. They took several turns, and soon enough were well and truly lost amid the stalks of corn. Screams echoed around them as scares were pulled off, and the tension was building as they all wondered exactly when it would be their turn.

Their wonderings were answered when the aged voice of Granny Smith humming an ominous tune to herself broke through the fog ahead of them, and the golden glow of a lantern became visible. With uneven steps and the metal hinges of her light creaking with rust and age, the elder emerged before the group with a narrow-eyed grin. “Well, lookit what we have here,” she cackled, sizing up the group. “Little ponies wanderin’ the maze. How fare ye, mah pretties?”

“Well enough so far, thank you,” Luna replied with a polite nod of her head. “No frightening monsters have emerged to frighten us. I can only surmise that they recognize me as being far scarier than they are.”

Granny’s grin grew wider. “Ooh, is that so, dearie?” she asked in a way that suggested she knew something they didn’t.

A chill ran down Twilight’s spine, and she swallowed the lump that had just formed in her throat. “I mean, it seems like a safe bet…”

“Oh dear, oh dear,” Granny shook her head in disappointment. “Don’t ya know? Nothin’ is scarier in this maze than the ol’ Grootslang!”

“Grootslang?” Rainbow questioned with a raised eyebrow. “The heck is that?”

“Do we wanna know?” Spike asked in a jittering voice.

Granny cackled again, swinging her lantern back and forth in front of her. “Oh, the Grootslang is just the biggest snake y’all ever did see. It’s got these big ol’ fangs, big as a pony leg, and could crush the life out of an elephant and swallow ‘em whole in seconds! Fearsome little devils and one of ‘em prowls this here maze.”

Rainbow settled onto her hooves at the front of the group, her eyes narrowing. “Oh yeah? Then why haven’t we seen him yet?” she questioned in a clearly exaggerated way, trying to goad Granny into unveiling the big scare.

The elderly mare played along, building the tension. With a series of quiet chuckles, she knelt down and swept her hoof along the dirt path, clearing away the top layer. A collection of long white objects were revealed, looking eerily like bones. Additionally, now that she was looking, Twilight realized that the ground beneath them had been disturbed by something large dragging along the ground and creating a shallow, albeit wide, trench.

Just like a giant snake trail.

“He’s already been here,” Granny concluded slowly, lifting her head and lowering her lantern so the light shone from below. “Got some poor suckers already, by the looks of it. Y’all wanna skedaddle before he comes back and gets y’all too.”

“I’m not scared of a big snake!” Rainbow shot back confidently, giving her still cardboard-covered wings a flap. “Bring ‘em on! I’ll show ‘em!”

“Rainbow, that’s a bad idea!” Spike protested, scampering up to her and latching onto her foreleg. “We’re gonna be eaten alive!”

“So ye are,” Granny cackled ominously, starting to back away into the fog again, her lantern creaking with every step. “Good luck, my little ponies… heeheehee…”

And then Granny Smith was gone, leaving the group standing in silence.

Luna coughed into a hoof. “Well, that wasn’t unsettling at all,” she stated sarcastically.

“Meh, coulda been worse,” Rainbow dismissed casually. “Now come on, let’s keep moving- WOAH!”

Twilight watched as something lurched down at Rainbow from the fog overhead, making the startled pegasus trip and fall back onto the ground. The shape loomed over them, revealing itself to be a colossal snake that, true to Granny’s word, could easily eat any one of them in a single bite if it were so inclined. In response to the threat before her, her heart twisted in her chest, and a spike of adrenaline coursed through her veins, urging her to turn and run.

Spike beat her to it. “IT’S THE GROOTSLANG!” he screamed at the top of his lungs before turning and fleeing for his life the way they had come. “RUUUUN!”

Snapped out of her own fears, Twilight turned as he went and reached out to stop him, but he had already vanished into the fog. “Spike! Hey, come back!” she called after him, and was about to give chase when another sound reached her ears.

Laughing.

Turning around, she saw Rainbow Dash back on her hooves and grinning up at the wooden recreation of a Grootslang with no small amount of appreciation. “Wow! Look at this thing! Where did they get it? It’s AWESOME!” she cheered before flying up to give it a thunk with her hoof.

Luna, whose wings had snapped open in alarm at the sight, slowly folded them back up at her sides. “Yes, it is quite lifelike. Mayhap it would have fooled ponies of lesser perception into believing it to be real.”

Twilight gave her a sideways glance, briefly wondering if Luna was saying that in earnest or if she was trying to cover up the possibility that she had thought it was real. Of course, it wasn’t like Twilight was in any place to judge her for that, as she had been much the same until Spike went running.

Speaking of which…

“Spike ran off,” she announced to the two remaining ponies, drawing an exasperated groan from Rainbow and a bewildered shake of Luna’s head.

“Of course he did,” Rainbow grumbled, dropping back to her hooves. “Meh. Nothing else for it but to go get him, I guess.”

Luna nodded and turned to look after where Spike had retreated to. “I’ll find him. You two remain here, and I shall rejoin you with Spike in short order,” she stated before glancing back over her shoulder at her niece. “Besides, this gives me a chance to pull a scare or two of my own while I look.”

Twilight tilted her head. “A scare or two of your own…?”

“Luna and Mom liked to prank each other when they were little,” Rainbow explained with a small smirk. “It just so happens that my aunt preferred to scare her victims, as opposed to mom’s good-natured practical jokes.”

“I see my sweet sister told you more than I had thought,” Luna mused before shaking her head and starting down the path at a brisk trot. “I shall have words with her about that another time.”

And with that, the Princess of the Night vanished into the fog, leaving Rainbow and Twilight to their own devices.

And so they waited. Time began to pass, the two mares occasionally jumping at some distant shriek or bellowing roar before giggling to themselves and falling quiet again. Rainbow busied herself by examining the Grootslang, while Twilight sat herself down by the wall, giving her hooves a rest and letting her mind wander.

“So, how are ya liking Nightmare Night?” Rainbow suddenly asked after several minutes, touching down next to Twilight and smiling. “Fun, right?”

She nodded in response. “Yes, very fun. A little macabre, but I can see the appeal in it,” she said before leaning back and looking up into the heavens. She caught sight of the full moon just past the Grootslang that hovered almost directly above her, and her smile became strained. “...Although…”

Rainbow tilted her head. “What? What is it?”

Twilight bit her lip, unsure of how to voice her question. She rolled it around in her head for a few seconds before finally giving a quiet sigh and affixing Rainbow with a quizzical look. “Rainbow… does Luna not like me, or something?”

Silence.

Somewhere in the distance, a few foals screamed before bursting into a fit of elated giggles, their voices joined by the sound of their hooves pummeling the earth before fading once again into quiet.

Slowly, a crooked and all-too-fake grin spread on Rainbow’s face. “Er, Twi? Whaddya talking about?” she asked casually.

Twilight’s expression flattened. “Rainbow, please, I’m not stupid or oblivious. The first time we met she kept glaring at me, and she glared at me a few times today, too. And then when she complimented me for looking after Spike, she looked at you and you practically glowed with pride. Did…” her ears drooped and she looked down at the ground, her eyes finding one of the dirt-covered ‘bones’ particularly interesting. “...Did I do something to hurt her?”

There was another moment of silence before Rainbow grimaced and sat down by Twilight’s side. The Grootslang sculpture looming over them cast an ominous shadow over them, faint rays of moonlight creating a luminous curtain on all sides.

Once Rainbow was comfy, she gazed up at the moon high in the sky over their heads. All the while, Twilight watched her, wondering what the pegasus had to say.

“I wouldn’t say she dislikes you,” Rainbow finally began, picking her words with extreme care. “But… she does have her doubts about you. As much as I disagree with her, I can still say I understand why she feels the way she does.”

“Doubts?” Twilight echoed, her ears drooping while her gaze wandered up to the moon as well. What had she done to Luna to warrant something like that? “What kinds of doubts?”

“...I don’t think I should-”

A loud snap suddenly cut her off, and both pairs of eyes darted to look at the Grootslang. Twilight’s heart rate spiked when she saw the colossal figure lurching towards them from above, swinging back and forth.

“What the-?!”

Whatever was holding the Grootslang up above their heads came undone with a loud and spine-chilling snap, and the giant wooden snake began to plummet towards them. Twilight’s mind blanked, her eyes going wide. That thing was enormous! If it fell on them, it would surely carry enough weight to crush both of them into the dirt!

Acting purely on instinct, Twilight turned and hurled herself off to one side with a kick of her legs and a powerful flap of her wings. She sailed several feet through the air before crashing into the ground. The dirt and a few loose stoned scraped and burned her face, causing her to let out a pained hiss.

After a second of sliding, she came to a total stop and held still, expecting there to be a loud crash and a cloud of dust. She expected to hear Rainbow screaming in pain, trapped beneath an incredibly heavy carving of wood, and her heart sank with guilt when she realized that she had completely forgotten about her.

Lifting her head, Twilight’s eyes were not met with the morbid scene she had been imagining, but instead saw something far less frightening. Rainbow was on the ground, yes, looking to have tripped on a particularly large ‘bone’ as she tried to flee. Thankfully, though, the Grootslang statue was suspended a few inches above her, encased in the deep blue glow of Luna’s magic.

“What happened?!” The alicorn bellowed as she thundered back towards the group, Spike clinging onto her back and looking on with wide eyes. Luna skidded to a stop by Rainbow and dragged her out from under the snake.

“I don’t know!” Rainbow replied once she was safe, her breath heavier than before. “We were just talking and suddenly the thing tried to fall on us!”

Twilight sighed with relief before forcing herself to her hooves and galloping over to join them, her eyes scanning over Rainbow’s form for any injuries. Thankfully, she was unharmed, although the cardboard on her wings had become mangled and her fake paper mane had fallen off when she fell.

Spike hopped down from Luna’s back and joined them, his claws latching onto Rainbow’s foreleg while his eyes bored into hers. “Are you okay? Did Luna catch it in time?!” he asked, his voice shaking.

Rainbow nodded. “Y-yeah, I’m alright. My costume took a ding or two, but I’m fine,” she assured him before sitting upright and brushing him away. She then turned to face Twilight, her face relaxing with relief. “Whew… you okay, Twi?”

“I think so. But…” she turned her eyes back to the Grootslang, which Luna was now gently touching down on the ground a safe distance away. “What happened?”

As if on cue, the shuffling of hooves became audible, and Granny Smith re-emerged onto the scene from the fog. Her eyes fell on the fallen statue, completely shocked. “What in tarnation?! Yer all okay, aren’t ye?”

“We’re good,” Rainbow called over with a lazy wave of her hoof.

“I beg to differ,” Luna rebuffed, rising back to her full height and taking a few threatening steps towards the old mare. There was an angry scowl on her face. “Granny Smith, correct?” she asked slowly.

Granny Smith, on seeing that she was the target of a royal’s ire, immediately dropped into a low bow, her eyes closed. “Ah’m terribly sorry about this, yer majesty! Ah swear, Ah thought it was secure! Ah’d played that same trick a dozen times before y’all showed up, and it didn’t show no signs of fallin’ like that!”

Luna was quiet for a moment, her eyes narrowing. Twilight watched the exchange unfolding, heart thumping in her chest. “What is she going to do?” she thought, anxiously looking between the bowing elder and the furious princess. Luna’s family had just been in danger, who knew how she would take it?

The silence was growing to be suffocating when Luna closed her eyes and sucked in a long, deep breath. She then let it back out in a heavy sigh and stared down at Granny with an expression that was more scolding then vengeful. “Very well. Accidents happen. However, I insist that you not make any further use of such contraptions, and make a thorough sweep of the rest of the maze to ensure there are no other safety hazards.”

The tension visibly lifted from everypony present at those words, and Granny Smith gave a shaky nod of her head. “R-right! Of course! Right away!” she stammered before standing upright, adjusting her witch’s hat, and scampering off back into the fog, as well as she could in her old age.

Twilight watched her go before turning to face Luna. The princess was staring at the statue as well, a bitter look on her face. Then, with no warning, Luna turned towards Twilight and looked directly into her eyes, the coldness having gotten even more intense. The smaller mare shrank away from those eyes, her blood running cold and anxiety welling up inside of her.

Then Luna turned and unfurled her wings. “...Forgive me, but I do not wish to be in this maze any longer. Let us take our leave,” she stated with no room for argument before taking to the sky.

Twilight watched her go, her heart withering in her chest and her ears drooping. The way Luna had looked at her burned itself into her mind, and she couldn’t stop herself from wondering what she had done wrong. Did she make some kind of mistake? If so, what was it? Finding no answers in the starry sky, Twilight turned to look at Rainbow, who was in the process of letting Spike climb up onto her back.

And then it hit her.

Twilight had completely forgotten that Rainbow was in danger, too, when the Grootslang fell. She had acted purely on instinct and made no effort to help the pony next to her. If Luna hadn’t come along when she did then Rainbow would have been crushed, and Twilight would only have herself to blame for not helping her.

“I should have grabbed her,” she thought bitterly to herself, her face falling and hear ears folding back.

“You coming, Twilight?” Rainbow asked quietly as she trotted up to her side, Spike riding on her back with a somber expression.

Twilight was quiet for several seconds before offering a nod and a quiet hum. Her wings unfurled and, with Rainbow leading the way, they departed the corn maze. As the wind whipped at her face and filled her ears, a single thought entered her mind. “Next time, I’ll do better…”

With that promise flickering in her heart, they left the corn maze far behind and made the return trip into Ponyville.

Old Mistakes

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The night began to turn into one big blur for Twilight after the maze. The group made their way from one attraction to the next, partook in some festival snacks, and eventually settled down to watch the final round of Rarity’s costume contest at the end of the night. Spike was particularly invested, Luna was fascinated, and Rainbow was, well, Rainbow about it.

But Twilight? As much as she tried to pay attention and participate in the group interactions, she just couldn’t bring herself to put her best hoof forward. The tumultuous mess that was her own thoughts made it quite impossible, leaving her in a quiet state for most of the rest of the night.

It didn’t take long for Rainbow to take note of her lessened spirits, and she made more than a few efforts to lift them. One and all, they ended in failure. Eventually, the night began to wind down, the population of Ponyville returning to their homes so the foals could enjoy their hauls of candy and share spooky stories before turning in for the night. And so, with nothing else for it, the group decided to call the night there.

The journey back to the Golden Oaks was made more or less in quiet, although Spike and Luna were enthusiastically speaking to one another in hushed voices. They were probably talking about the costume contest they had both so enjoyed, Twilight figured, but she didn’t have the willpower to listen in long enough to be sure.

“Besides,” she thought with a dejected frown. “Luna probably doesn’t want me listening in anyways.”

Rainbow walked by her side, periodically giving her concerned glances. Twilight did her best to not worry about the look, but every so often she would meet Rainbow’s gaze and then force herself to look away. When this happened for what felt like the hundredth time, Rainbow had had enough. She sidled close to Twilight’s side and spoke in a low whisper. “Twilight… are you okay?”

Twilight went to nod but stopped herself short. She wasn’t really okay at the moment, was she? No, the potent mixture of shame and guilt that she was feeling made her quite the opposite. So, instead, she elected to shake her head in the negative. “I’ll… be okay,” she tried to assure, though even she couldn’t help but doubt the honesty of that statement.

Rainbow’s brow furrowed, her lips drawing into a thin line. “...If you don’t wanna talk about it, I won’t force you,” she whispered before looking ahead as they rounded a corner. The library came into view just ahead, the sight easing some of the tension in the air. “But I’m here to listen if you need me to. You know that, right?”

Twilight was quiet for a moment, rolling it over in her head. “...When we’re inside and alone,” she decided.

Rainbow’s frown deepened at that, but she did not pry any further. She respectfully nodded her head before breaking away from the somber alicorn to rejoin her aunt. Twilight could make out her raspy voice joining Luna’s and Spike’s, interrupting their discussion. She didn’t listen in on that and instead focused entirely on getting to the library. Her pace picked up involuntarily, leading to her steadily putting more and more distance between herself and her companions.

Without a word, she stepped into the library and flung herself onto the couch. Closing her eyes, she allowed herself to be swallowed by the relaxing embrace of home. The tension in her muscles melted away, the weight on her shoulders was reduced, and the storm of her thoughts quieted down to something far more manageable.

She wasn’t sure how long she spent laying there with the muffled voices of Rainbow, Spike, and Luna continuing outside. It may have been a few seconds or several minutes. Either way, the result was the same. She heard a few muffled farewells being uttered before the door opened and closed again.

“Huh. Twilight?” Spike’s voice called out from the doorway, prompting the alicorn to look up at them. Rainbow and Spike were standing there, though Luna was nowhere in sight. The dragon took a few steps forward, his head tilting to one side. “You okay? You look kinda… out of it.”

Twilight opened her mouth to say something, but no words came. Her ears drooped, and her eyes pitifully flicked over to Rainbow Dash in a silent request.

Rainbow leaned back for a second, looking taken aback. But then, with a slow nod, she craned her neck down to nudge Spike in the side with her hoof. “Why don’t you go and make some dinner, eh? You were so busy running around with us you totally forgot to get candy,” she suggested, although the tone of her voice made it perfectly clear that this was not a matter for debate.

Spike, thankfully, got the point. The mares needed to talk. He gave a nod and wordlessly made his way for the kitchen, leaving Rainbow and Twilight to their own devices.

A few seconds of silence came and went before the pegasus shed what little was left of her costume and pulled the band out of her mane, letting hor ponytail come undone. Then, with a worried look, she gingerly approached Twilight. “So… what’s wrong?” she asked as she drew closer.

Twilight sat upright on the couch, making room for Rainbow, who was quick to claim the spot next to the alicorn and get comfy. Once they were situated, Twilight closed her eyes and took a deep breath. “Rainbow, I… I need to know why Luna feels the way she does about me. If I did something bad to her…” she finally began, opening her eyes.

“Oh… right,” Rainbow looked away, her ears drooping. She was quiet for a moment before leaning back and staring up at the ceiling. “Where do I begin…?”

Twilight frowned. “Is it really that bad?”

“It’s a long story,” Rainbow corrected in a stern voice, flashing her a disapproving glance. That was enough to cow Twilight back into silence, and the pegasus eventually managed to find her words and launch into the story. “Okay… so, a ways back, we left Ponyville and went to Manehattan to, er, well… we were spying on Starlight Glimmer. We’ve talked about her before, right?”

Twilight nodded her head, recalling the discussion she had with Rainbow on their bedroom balcony the night before they went to meet her parents. “Yeah, I remember her. She was the other mage who helped us protect the Crystal Empire, right?”

Rainbow nodded her head. “One and the same. Well, we suspected she might have been planning to leap into the past and change something again. Or, well,” she frowned and scoffed at herself. “I suspected that. The rest of you just saw me spiraling into anxiety, fear, and depression over a very big ‘what if.’ But you all came with me to keep me grounded and make sure I didn’t do anything stupid.”

As interesting as this story was, Twilight found herself growing a tad impatient. “What does this have to do with Luna?” she asked, leaning forward and looking at Rainbow quizzically.

“I’m getting to that, just hold on!” Rainbow shot back, her eyes narrowing.

Twilight flinched, her ears falling flat when she saw just how intense the look in Rainbow’s eyes was. If she had to liken that intensity to anything, it would be either a raging blizzard or an all-consuming tornado of fire.

After a second, Rainbow took a deep breath and relaxed, the ferocity in her gaze dimming back to normal, for the most part. “Sorry… Like I said, it’s a long story. Just… lemme tell it, okay?” she said reluctantly, her face falling in apology.

“...Alright,” Twilight finally relented, leaning back and listening with rapt attention.

Rainbow took that as her cue and went back into the tale. “Alright… So, things went well enough, and you eventually determined that Starlight wasn’t a threat. She was just an ordinary mare going about her life,” she explained, a small smile on her face. “I felt so relieved… I hadn’t felt that relaxed in a long while. I know you must have been over the moon to see me smiling again after so much moping…”

Rainbow’s expression went distant, a look that Twilight had grown only all too familiar with. The pegasus was remembering something, some event that as of yet still eluded Twilight’s mind. After a few seconds of silence and fond remembrance, Rainbow’s expression began to turn sour. “But… me, being the giant idiot that I am, decided to take the first thing I heard from somepony else about it and blew it so far out of proportion that it wasn’t even funny. I was in a frenzy and chased Starlight onto a train. You all came with me, keeping me grounded and calm… Then Starlight walked by our seat, and…”

Twilight’s eyes widened when she saw Rainbow close her eyes entirely, her ears drooping with shame. “...And I made the biggest mistake of my life. I just… all I could see was red. I was so angry so suddenly, there was nothing I could to stop myself… I attacked her, Twilight…” she explained, a shudder working its way through her.

Twilight’s jaw dropped in shock, her mind scrambling to imagine the scene Rainbow was depicting. But, try as she might, she couldn’t bring herself to imagine Rainbow Dash, her loyal and caring friend, attacking somepony else like she was describing. “...What?”

Rainbow sucked in a breath through clenched teeth and opened her eyes. “It was a stupid mistake, but we learned later that there was a spell on me that made me feel nothing but hatred any time I saw Starlight. But no matter what emotions it put in me, it was still up to me what I did with it. And… I attacked her. You tried to stop me, and in all of the chaos, I…” her gaze wandered to Twilight’s muzzle, her expression wilting even more with shame. “...I hurt you.”

“Rainbow…”

The pegasus looked ahead and continued before Twilight could utter another word. “Starlight got away, in the end, and I got a broken wing for my troubles. When I came to, I…” she lowered her gaze to her hooves and shuddered. “I realized what I had done when I saw the bruise on your face. It… it hurt. I’d made a big mistake and I knew it. That on its own was bad enough. But…” she shuddered again, her voice starting to tremble just slightly. “...Everypony else was angry with me, too. Including you. And… that hurt the most.

“You went off on me more than once, and while I think it was entirely justified, it… it still hurt, Twi. And…” she lifted her head and let out a shaky exhale. “And I think all of that stress and pain… It broke me. I was guilty because I’d attacked Starlight, I was guilty because I let all of my friends down, and I was especially guilty because I hurt you, and you weren’t letting me forget it.”

Twilight’s hoof slowly drifted up to her chest to hover over her beating heart. “Oh my gosh… I’m so sorry, Rainbow Dash,” she whispered, barely able to form the words. In her mind's eye, she could see her own face, twisted with a bitter and resentful scowl, bearing down on a curled up and quivering Rainbow Dash.

The pegasus shook her head slowly. “Well… that whole incident is what has Luna so doubtful about you. She believes that, while you and everypony else had every right to be upset with me, that you took it too far. She thinks you did more harm than good with how mad you were at me. You weren’t there for me when I needed you most, according to her.”

Twilight blinked, the image in her mind changing. Her own face was replaced with Luna’s, and Rainbow was replaced with herself. She shook her head and sat more upright, her brow furrowing. “It is? But… I don’t even remember doing it…”

Rainbow nodded. “She knows… and that’s the point,” she explained before shifting to look at Twilight directly. “See, you learned your lesson when all was said and done. You may not have been there for me then, but every time I needed you after that, you didn’t even hesitate…” her ears lowered again, her eyes going distant. “But you have amnesia, now. And because of that, Luna’s worried that when I need you again, you won’t be there.”

Twilight looked down and shifted uncomfortably on her haunches, her mind briefly wandering back to the falling snake. Her fears were confirmed, then, and Luna had been right.

But then, Rainbow reached out and lifted Twilight’s chin to look into her eyes. They were quiet for a few seconds before Rainbow offered an encouraging smile. “Now… as much as I can understand her reasons, I can’t say I agree with them. When I really need you, I know that you’ll be there,” she spoke softly before drawing back and nodding her head as if to confirm her own statement.

Twilight, however, had her doubts. “...But she was right,” she said without hesitation as she sagged back into the backrest.

Rainbow blinked, a look of abject bewilderment crossing her features. “Huh? Twi, what are you going on about?” she asked, tilting her head.

Twilight closed her eyes and shuddered. “The Grootslang thing. It fell on us, and I just hurled myself to one side without even thinking about you. If Luna hadn’t shown up, it would have crushed you!” she spoke, her voice growing in volume.

Rainbow frowned in severe disapproval. She reached out and took hold of Twilight’s shoulders in a firm grip. “Hey, stop that. You did fine, and I didn’t need you right then, did I?”

Twilight shook her head and brushed Rainbow’s hooves away. “That’s not the point! If Luna weren’t there, then I would have left you to trip and die under a giant snake statue!”

“You were saving yourself first,” Rainbow countered immediately with a firm shake of her head. “Which is exactly what I’d want you to do.”

“But that’s not what I would want to do, is it?!” Twilight suddenly snapped, her ears folding back entirely.

Rainbow recoiled as if she had been struck, her eyes going wide with shock. “Twilight?”

The alicorn didn’t acknowledge the concern in Rainbow’s voice. She hopped down from the couch and spun around to face her, the dam broken. “You said it yourself! Every time you needed me after that, I was there! Of course, you’d know a lot better than I would, anyway!”

Rainbow lifted her hooves in a calming gesture. “Twi, hey, calm down-”

“There are still so many things about myself I don’t know, Rainbow Dash!” Twilight went on, her eyes starting to burn with fresh tears while her face trembled. “Things you do know! So you tell me, Rainbow! Would I save myself first, or would I save you?!”

All at once, Rainbow’s entire demeanor changed. Her hooves dropped limply in front of her, and her eyes flew into a wide thousand-yard stare. She took in a slow breath and tried to speak. Sadly, all that came out was a broken line of barely uttered syllables. “Wha… T-Twi, I… you…”

The frustration that had been boiling in Twilight’s veins not even a second ago cooled to ice, her heart twisting with guilt. She took a step back, her ears drooping and her posture shifting into something far more timid. “I… R-Rainbow, I… I’m so sorry, I didn’t mean to shout at you,” she stammered out, berating herself mentally for being such an idiot.

Rainbow’s eyes focused on her after a few seconds, though they retained their hollow look. “N-no, it’s… it’s fine, you’re fine… you’re okay,” she mumbled, the words quiet but strangely emphatic. It was as if the pegasus was trying to remind herself of something.

Twilight lowered her head in shame despite Rainbow’s assurances. “...I’m sorry,” she mumbled again before turning and dragging herself back for the stairs. A profound sense of tiredness was coming over her, and all she wanted now was to lay down and get some sleep.

But as she made the ascent, her mind wandered back to Rainbow’s lack of a clear answer. She had tried to speak, but the words hadn’t come. Why was that? Twilight pondered the reason as she slid into the loft and closed the door behind her. Whatever the reasons were, one thing was very clear in Twilight’s mind.

There was still so much about herself she didn’t know… and clearly, not all of it was good.

Winter Wonderland

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With the closing of Nightmare Night, so too has the season come to an end. What little warmth was left has fled Equestria for the year, and a thick blanket of snow has enveloped the land. Winter is truly upon the land, now.

For Twilight Sparkle, the new season presents an opportunity to distract herself from her own lingering self-doubts, and instead focus on the world she calls home. Winter stories and traditions envelop her attention, and none more so than the imminent Hearthswarming Eve…


“Refresh my memory; you’re playing private Pansy, correct?” Twilight asked with a raised eyebrow from her place on one of the chairs in Fluttershy’s living room. A stack of parchment floated before her in her magic, each one covered front-and-back with lines upon lines of dialogue and information. Fluttershy was seated across from her on the couch, a white-furred bunny nestled into her mane and… glaring daggers at her? Strange.

Fluttershy, unaware of the hostility emanating from her rider, lifted her head and smiled at Twilight. “Oh, uh, yes, I am,” she confirmed before looking back down at the pages and frowning. “Her boss is kind of mean, though…”

“Commander Hurricane…” Twilight mused absently, flipping over to another page and checking the information of the pony in question. Historically a male according to the script, he was the leader of the Pegasus tribe from before Equestria was founded. Arrogant, short-tempered, and openly hostile towards any ponies that weren’t pegasi were his most defining traits.

Twilight cringed. “Yeah… I bet Rainbow’s thrilled to be playing somepony like that.”

Fluttershy hummed in response but elected not to say anything.

The two sat in comfortable silence for a few minutes, each one looking over their scripts. Twilight glanced up at one point to catch sight of Angel glaring at her again, his eyes narrowed and his little nose twitching. Moving slowly, he lifted up the carrot he was holding in his paws and took an ominous bite out of it before chewing slowly and loudly, making sure Twilight could hear every single tiny crunch as his teeth broke the vegetable down into a finely ground mulch.

Twilight shuddered, feeling more than a little unsettled by the act. So, she did the only thing she could think to do; distract herself from the issue. She lowered her script and focused on the pegasus again. “Fluttershy? Do you mind if I ask you a question?”

“I don’t mind. What is it?”

Twilight looked down at her script again. “Do you have any idea why Celestia picked us to star in this play? I mean, I guess Rainbow and I put on a pretty good performance on Nightmare Night to help Luna…” she trailed off for a moment, her ears lowering before she shook herself and pressed on. “B-but I don’t know if we really stack up compared to professional actors.”

Fluttershy hummed thoughtfully at that and set her script down on the cushion next to her. “Hmmmm… I’m not sure. Maybe it’s because Rainbow is a princess and we’re all her close friends?”

Twilight slowly nodded, her eyes lighting up with understanding. “That actually makes a lot of sense. From all of the stories I’ve heard, we’ve all done some pretty heroic things over the last few years, and Rainbow’s status as a princess means basically everypony knows who she is. Not to mention that disasters we’ve averted were stopped by our friendship or something like that,” she pondered aloud before her muzzle scrunched up in thought.

Fluttershy giggled to herself, one of her hooves flying up to cover her muzzle. “We did play a big role, but we weren’t the only ones doing work to save the day,” she reminded after a moment.

Twilight’s frown deepened for a moment before her expression lit up with realization. “Oh, right! Thorax. He was in Canterlot for the big final battle, wasn’t he?” she asked, trying to make sure she had the story straight in her head.

Fluttershy nodded. “Yes, he was, but before that he helped all of us survive long enough to get to the Empire,” she relayed, her eyes starting to mist over in fond remembrance. “He was so brave… He was disguised as a pony for most of the time we were with him, you know, and only you and Rainbow knew what he really was. But even surrounded by ponies that would probably hate him if they knew what he was, he stood by us and took such good care of Wind Whisper…”

Twilight’s lips curled into a tender smile. “It sounds like you really care about him,” she noted.

Fluttershy nodded absently. “I do… I really do. I hope I can get a chance to see him when we go to Canterlot. I’ve really missed him.”

Twilight chuckled and shook her head in amusement before looking back down at her script, both of them falling into a comfortable silence yet again. They spent a while reading their lines, taking comfort in the presence of the other and enjoying the sound of the cold winter wind whistling by outside.

After a minute, Twilight glanced up and caught sight of Fluttershy watching her with a curious look. Realizing she was caught, the pegasus blushed and quickly lifted her script to cover her face. “S-sorry, I didn’t mean to stare,” she mumbled out.

Twilight frowned and tilted her head. “It’s okay, but do you mind if I ask what you were looking at? Is there something on my face?” she asked gently, reaching up and wiping a hoof against her cheek.

Fluttershy peeked out from behind her script, the blush dying down. “Erm… your horn. I just noticed that you look a lot more comfortable with your magic than you used to.”

Twilight’s eyes shot up towards the glowing protrusion, and she smiled. “Ah. Yeah, I’ve been getting better. A lot of the more complicated spells are still way beyond me, and the theory is giving me migraines, but I’m making progress.”

Now fully invested, her earlier embarrassment at being caught forgotten, Fluttershy put her script down and leaned forward. “That’s wonderful! Do you want to talk about it?”

Twilight paused, giving Fluttershy a quizzical look. “Last time I started rambling about magic, most of it went over your head,” she recalled, thinking back on that day in the clearing before the running of the leaves.

Fluttershy nodded. “I remember, but I know how much you love to talk about what you’ve learned. You’ve always been like that, no matter how much of it your friends don’t understand.”

Twilight paused at that, her mind latching onto that tidbit of information and filing it away. After a second of reflection, she smiled again and began talking. “Well, alright… I have a few of the more rudimentary spells down at this point. A basic light spell, a heat spell used to light candles or melt snow, and I’m even figuring out how to harden my telekinetic aura into a solid form, like a barrier!”

She frowned after a moment as one spell, in particular, entered her mind. “Although… there is another spell I really want to work up to, but it’s going to be a long time before I can even give it a try.”

Fluttershy blinked and leaned forward. “What kind of spell is it?”

Twilight sat upright, her brow furrowing as she thought on the spell in question. “It’s an abstract spell. Rainbow told me I nicknamed it the ‘failsafe spell,’ and apparently what it does is allow the caster to revert something back to a previous state, so long as they know what that state was, and so long as its current state was caused by an artificial means that’s weaker than the caster. It’s kind of like a universal counterspell.”

Fluttershy’s eyes widened, her mouth forming an ‘o’ shape. “Ooooohhh. That sounds really useful. I think I remember you using it once, actually.”

“Rainbow said the same thing,” Twilight nodded along before frowning. “Though she also said it didn’t work at the time…”

Fluttershy hummed quietly, no doubt remembering the moment in question. Twilight briefly pondered asking about it in more detail, but ultimately decided not to press it for now. She had enough on her mind without having to sort through more facts about her past. After a moment, the pegasus across from her perked up. “Do you think you can show me a spell?”

That got Twilight’s mood to jump right back up. A grin quickly spread across her muzzle as a spell immediately sprang to mind. She set down her script and sat up on her haunches, clapping her hooves together in excitement. “Oh, oh, sure! I could do a Transfiguration spell! Turning one thing into another, even if only for a short time! Do you have a salt shaker or something?” she asked quickly, her eyes darting back and forth across the room.

Fluttershy giggled and pointed towards her kitchen. “Hehe, yes, I do. It’s in there-”

Twilight sprang from her seat and disappeared into the kitchen in a rush of purple feathers. Fluttershy blinked a few times before lowering her hoof. “...On the table.”

“Found it!” Twilight called back before flying back into the room and settling back down on the chair with a salt shaker held in her hooves. She momentarily gave a silent thank you to Rainbow’s flight lessons, knowing full well how badly that could have gone if she were still a total newbie at using her wings.

Fluttershy watched with interest as Twilight set the shaker down on the coffee table, an anticipatory smile on her face. “Go on, Twilight. You can do it. Woohoo,” she cheered in a normal speaking voice.

Twilight was briefly confused by the seeming lack of enthusiasm but was quick to brush it aside with a reminder of Fluttershy’s quiet nature. She locked her eyes onto the salt shaker and focused, her horn lighting up with her magic aura. In her mind, she imagined a simple white teacup with a basic yellow pattern winding around the middle. Once she was sure she had a good and clear picture, she angled her horn for the salt shaker.

And then Angel, with a sadistic smirk, threw his carrot at her.

Twilight’s eyes shifted from her intended target and towards the oncoming projectile. She shouted in alarm, her focus on her spell broken just as it was released from her horn. It felt like somepony had hit the back of her skull from the inside with a welding mallet. She cried out and flailed back as colors exploded across her vision. She heard Fluttershy gasping and Angel squeaking.

And then Twilight’s chair toppled back, sending her sprawling to the floor in a haphazard heap of limbs. She groaned, long and low, trying in vain to quell the thumping in her head with a hoof. Well, that certainly could have gone smoother. What was that infernal bunny’s problem with her?

“ANGEL?!”

The sound of Fluttershy’s near-panicked shriek caused Twilight to throw aside her own complaints and sit up so she could get a look at the scene. The moment she did, she froze, her eyes going wide and her jaw hitting the proverbial floor.

Cradled in Fluttershy’s now-trembling hooves was the very teacup that Twilight had envisioned. Except it had bunny ears poking out from the curved handle. And little paws and legs flailing around in a rage. And an image of Angel’s face on the side, showing the exact instant that the creature had realized how poor his recent life choices were.

The color steadily drained from Twilight’s face. “Oh dear…”


Some time passed in a frantic haze as Twilight and Fluttershy tried desperately to find a way to turn Angel back to normal. Neither of them knew how long it was for sure, though. It could have been ten minutes or a couple of hours, but with the transformed bunny refusing to hold still and Fluttershy panicking the entire time, it was hard to keep track of anything, much less the conventional passage of time.

But, at long last, the spell wore off, and Angel popped back to normal, quite annoyed. The friends, now very relieved, made a mutual arrangement to never talk of this to anypony anywhere ever again and settled down in the aftermath to just relax. Angel now sat on top of Fluttershy’s head again, the most bitterly humiliated glare etched onto his face.

“I’m so sorry about all of this,” Twilight profusely apologized for what must have been the millionth time, using her magic to tidy up the disheveled stack of paper that was her copy of the script. “I really should have looked up the counterspell, first.”

“It’s fine, Twilight,” Fluttershy assured her with an understanding, if tired, smile. “At least we got it all sorted out.”

“But Angel could have shattered!” Twilight protested weakly, gesturing towards the bunny in question, how growled in response. “If that had happened, I dunno what I could have done to-”

Fluttershy shook her head and lifted a hoof to interrupt the alicorn. “It’s fine, Twilight,” she pressed before sighing and slumping back down onto her couch. Angel was still for a second before slowly turning to face Twilight. He lifted one of his paws and drew it across his throat with another high pitched growl before turning and leaping from his perch to run away and vanish deeper into the house.

Suddenly there was a knock on the door, causing both Fluttershy and Twilight to jump and emit startled squeaks. They both turned just in time for it to open up and Rainbow Dash to stick her head in. “Hey, Fluttershy. Have you seen Twi-” her eyes found the alicorn in question, and she smiled. “Oh, there you are! You about ready to head back? We gotta catch our train tomorrow and Spike’s wanting to go to bed kind of early. He’s already getting dinner...”

Twilight’s face turned a brilliant shade of vermillion as Rainbow’s voice trailed off, the pegasus’ eyes slowly drinking in the scene of carnage before her. On the couch, Fluttershy took her mane in her hooves and used it to cover her face like a stage curtain, hiding from view.

“What… happened?” Rainbow slowly asked as she mindlessly trotted inside. She spun in a slow circle, appearing both to be confused and somewhat impressed by the mess left in the wake of Angel’s involuntary stint as a cup.

Twilight cringed, her horn lighting up and levitating over her scarf and beanie from their place by the door, as well as her script. “You don’t wanna know,” was all she said before looking back at Fluttershy. “Sorry again, Fluttershy. Are you sure everything’s fine? I could stay and help you clean up if you’d like?” she said despite already having grabbed her things.

The timid mare shook her head behind her mane. “No, that’s fine… I can clean it up myself. All that hard work will help me sleep for the play tomorrow.”

Twilight was already walking for the door, casually grabbing Rainbow’s tail as she went to pull the pegasus along. “Okay, if you’re sure about that…” she called over her shoulder.

“What’re you- HEY! Lemme go!” Rainbow protested indignantly as Twilight dragged her along.

Fluttershy waved weakly before Twilight used her magic to close the door, finally putting a solid barrier between herself and the scene of her gratest shame.

Twilight took a deep breath before gazing out at the world before her. The lightly forested area in front of Fluttershy’s home was, much like the rest of Equestria, coated in a few inches of freshly fallen snow. A blanket of gray clouds stretched across the sky, and still more flakes were falling to join their kin on the ground. A biting breeze washed over them, making Twilight shiver and pull her scarf tighter.

It was at about this time that Rainbow tugged her tail out of her vice-grip. “Okay, Twi, what the actual hay just happened in there?” she asked while leaning down to glare into her friend’s eyes from the front.

Twilight shook her head and started walking. “No.”

Rainbow followed after her, her indignation only growing. “Whaddya mean ‘no?’ I didn’t ask a yes or no question, ya know.”

“No.”

“Twilight…!”

“No.”

“GUH!”

The two fell into an awkward silence after that, trotting through the small patch of dense forestation that served as a natural wall between Fluttershy’s cottage and the rest of Ponyville. Twilight took the opportunity to take in the cold air with a series of deep breaths and clear her mind of the madness she was leaving behind her.

Eventually, they passed back out of the trees and returned to Ponyville proper. Twilight’s expression softened, and the tension fled her system as she looked on at the various decorations that had been arranged across the many buildings. Where Nightmare Night’s themes were all about the scary and the ghoulish, the decorations that were up now were the sort to fill the soul with a sense of awe and serenity, even amid the cold.

Colorful lights hung from the roofs, giant candy canes poked up from the yards of many homes, snow ponies were being erected by eager foals dressed in colorful and warm clothes, and the glow of lit-up trees could be seen through the windows.

Hearthswarming. That was the holiday these decorations was for. The celebration of the foundation of Equestria, and the principles on which the country was based. Love, compassion, acceptance, and above all, friendship, even amid a blizzard of rage and confusion and hatred.

And Twilight and her friends had been summoned to Canterlot to play a part in a play recounting the events of the country's formation.

Humming to herself, Twilight hovered the script she carried in front of her before glancing over at Rainbow, who was seemingly over her earlier disgruntlement over being kept out of the loop. Twilight smiled and held her script closer to her neck before speaking up. “So, Rainbow… how’s the script reading going? Got your lines memorized?”

Rainbow jumped on hearing Twilight’s voice before looking back at her and smiling. “Uh-huh. Totally. At least…” her smile became a little crooked. “I think so? I dunno? Maybe?”

Twilight’s eyebrow slowly went up.

Rainbow sighed and let her head droop. “Ugh! I’m trying, okay?! Cool as this play is - no pun intended - It’s no Daring Do!” she protested to the alicorn’s skeptical look. “I got the important bits down. I’ll read through it all again while we’re having dinner, and maybe on the train to Canterlot.”

Twilight’s face softened with amusement, and she couldn’t stifle a giggle. “Alright, if you say so, Rainbow,” she said in reassurance before focusing her eyes forward on the path ahead of them. As they went, she couldn’t help but smile wider at the snowy landscape. It was beautiful to her eyes, something she had only seen back when she was in the Crystal Empire.

But even then, the city didn’t have any snow inside. The only time Twilight had really gotten to look at the snow was when she was hundreds of feet in the air in a carriage pulled by some lunar guards. This was the first time she had seen it up close. She stopped for a moment in the middle of the path and looked up into the sky, losing herself as the snow fell around her.

And then a big, fat wad of snow hit her right in the side of the neck.

Twilight gasped involuntarily as it clung to her coat, her entire body tensing and shivering uncontrollably. With her hooves scrambling over the assaulted spot, she turned and gave a very stinky glare in the direction of a certain giggling princess. “Rainbow Dash! What as that for?!”

Rainbow managed to get a hold of herself just long enough to utter out a trembling answer. “S-sorry! You were just - ha! - Too wide open! I couldn’t resist!”

Twilight’s expression slowly scrunched up into a very displeased pout. With a huff and her nose upturned, she used her magic to scrape the snow off of her neck. She trotted past Rainbow, who was still giggling and refused to look at her directly. Then, with a sly smirk, Twilight picked up more snow in her magic from the ground behind Rainbow. She didn’t compact it into a ball, though, instead opting to keep the wide sheet of snow as she had found it.

She then dropped it on top of Rainbow, who was only then getting her mirth contained. The pegasus squawked and gave off a very undignified squeal as her head and the entire length of her spine became coated in about half an inch of snow. Her wings snapped open and gave a mighty flap while her entire body set about shaking itself, little exclamations of displeasure coming between her short breaths.

Once she was clean of snow, she turned and glared at Twilight, who only smiled innocently back at her. “Sorry,” Twilight teased before continuing on her way. “You were just too wide open. I couldn’t resist~.”

“Why you…” Rainbow seethed before taking a deep breath and following after Twilight and coming up to her side.

The two walked in silence for a minute, both of them trying to avoid looking at the other. Every so often, though, they would glance at the other, and sometimes they would catch the other looking. Every time they did they would quickly look away with a humph or similarly-dismissive noise.

It couldn’t last. Twilight’s ear twitched when she heard the barest hints of a ‘snrk’ from Rainbow, making her turn to look. The moment she did, she was met with the face of a pegasus trying desperately to keep a straight look and failing miserably. Her cheeks were twitching, and the way her lips were so comically downturned was nothing short of a hilarious dead giveaway.

And so Twilight’s own frown began to melt, slowly morphing to match Rainbow’s. This, in turn, drove Rainbow’s composure to crumble even more, which led to the same for Twilight’s.

In the end, neither of them could keep up the charade any longer, and both broke into a fit of delighted giggles as they made their way back for the Golden Oaks Library.

The Bug in The Play

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The next morning…

Twilight looked out the window of the Friendship Express as it sped through the snowy terrain, her eyes trained on the city of Canterlot. Spike was next to her in the middle of their seat, while Rainbow Dash was sitting nearest to the aisle. The rest of their friends were scattered around, with Fluttershy and Pinkie taking the seats directly in front and Rarity and Applejack sitting on the other side of the car. The sound of them chatting excitedly amongst themselves filled her ears, but for the moment she wasn’t paying attention or taking part.

The city looked far better than when she had first been there. With every passing second, Twilight was able to pick out more and more signs of recently completed repairs. The city, which had looked all but an abandoned ruin the first time, now looked to be in pristine condition. The only lingering damage of note was a section of the western wall and the tower that had presided over it. Both had been reduced to rubble, but she could see the scaffolding set up and the repairs were already well underway.

Blanketed in snow and shimmering with the multi-colored lights of Hearth’s warming, Twilight could think of no other words to describe the city but ‘beautiful.’

Rainbow leaned over the staring alicorn to get a look of her own, a pleased smile on her face. “Sweet. Looks like the repairs are coming along nicely!” she declared loud enough for all the others to hear.

“I should certainly hope so,” Rarity chimed in eagerly. “A city as sophisticated and wondrous as Canterlot has no business laying in such a state of disrepair.”

Rainbow flopped back into her seat next to Twilight and shot Rarity a look. “Well, yeah, but I was more worried about the practical side of it.”

Applejack, who was seated next to Rarity, tore her eyes away from her window to offer up a nod. “Ah bet yer over the moon there, RD, seein’ yer home gettin’ fixed up, stronger than ever.”

The pegasus grinned and leaned back casually in her seat, but offered no further words to continue the subject.

Pinkie Pie, who was in the row ahead of Twilight and Rainbow, let out a high-pitched squeal of excitement. “EEEE! I’m just so excited! We’re putting on a play, you guys!” she announced before throwing her hooves into the air, confetti appearing from them.

Twilight’s eye twitched. “Where did you get the-”

“Twilight,” Spike suddenly warned her with a flat look. “What did we say about Pinkie Pie?”

“That she keeps doing things that aren’t possible?”

Spike’s deadpan deepened. “No. We said don’t question it.”

“But how can I not?!” Twilight demanded in exasperation, gesturing at the innocently-grinning pink paradox. “She just… She’s-”

“She’s Pinkie,” Applejack stated with a playful look. “Ah’m as practical as y’all are gonna find in Ponyville, and even Ah’ve learned to just let Pinkie be Pinkie.”

“But what is Pinkie?” Twilight asked, shooting the farmer a demanding look.

Pinkie answered for her, leaning over the backrest of her seat and playfully poking Twilight on the tip of her nose with a stupidly big grin. “I’m just Pinkie Pie, party planner extraordinaire and super baker of Ponyville.”

“But… but…”

“Let it go, Twi,” Rainbow instructed softly.

“We are now arriving at our final destination, Canterlot Station. All passengers must disembark the train upon arrival,” a voice suddenly rang out from a series of hidden speakers, at around the same time that the train’s horn blasted through the air.

Rarity was the first up, her horn sparking to life and grabbing her luggage, a single suitcase, from its place under her seat. “At last! Come along, dears, we’ve got places to be and ponies to bedazzle!” she declared eagerly.

Twilight watched for a moment as all of her friends got to work clambering from their seats and grabbing whatever personal effects that had decided to bring along. For herself, all she had was her cold-weather clothes. They were only going to be gone for a few days, after all. She didn’t need to bring all that much for such a trip.

Soon enough, the train came to a stop, and the group of friends made their exit. They got caught up in a thick crowd of ponies all making their way off, but were soon enough departing the train and stepping into the streets of Canterlot proper.

Twilight’s eyes widened. If she had thought the city looked beautiful from a distance, then up close it was borderline heavenly.

What Ponyville’s decor had in rustic charm, Canterlot’s had in sheer artistic elegance. Not a single light was out of place, not a single ornament or prop out of alignment. It was breathtaking, and it gave off the mood of the holiday on the whole far more than Twilight could have imagined.

And then there were the ponies.

Last time Twilight had been here, the ponies going about their days had been tense and stressed, despite their efforts to keep it all buried behind a calm facade. Now, though, there was no such illusion. The smiles worn were genuine as a few sets of parents watched their foals playing together in the streets. A group of carolers sang to a mare at her doorstep, her hoof over her heart and a pleasantly surprised smile on her face.

She wondered if that same degree of joy and elation would extend to her parents.

Before she could ruminate on it much further, she felt Spike’s claws tugging at her hoof, and she realized that her friends were already moving on, chatting among themselves in excitement. Spike was the only one to stick with her, a knowing look on his face. “Come on, Twilight. We’ll have plenty of time to look around later.”

The alicorn was quiet for a second, the irony not lost on her that it was the baby dragon telling her this. Eventually, she smiled and lifted him onto her back with her magic before galloping to catch up to her friends.


The theater where they would be performing was a grand thing indeed. The front lobby was enormous and beautifully constructed, made of finely-cut stones and masterfully-carved wooden supports. A large candle chandelier hung from the high ceiling, casting a warm golden light over the entire room. The floor was a smooth red carpet, a much-welcomed reprieve from the cold snow and hard stone street.

More eye-catching than that, however, was the tall white alicorn that stood by the service desk. She was in the middle of speaking with the receptionist, a purple unicorn mare with a graying mane and tail. She briefly glanced away from Princess Celestia and towards Twilight’s group, her eyes widening as she did.

Before she could utter out anything about it, though, Rainbow Dash decided to make her own announcement.

By flying at the alicorn and tackling her in a bone-crushing hug.

Celestia staggered off to one side with a startled gasp, her wings snapping open. She looked down at who had been so bold as to assault her so, ready to verbally rip them apart. When she saw who it was, however, her hostility melted away in favor of motherly love and relief. “Rainbow!” she greeted, plonking down onto her haunches and returning the embrace as well as she was able. “It is so good to see you again. How have you been?”

Twilight couldn’t help but smile at the exchange, her heart warming up just a little bit.

After another squeeze, Rainbow leaned back and grinned. “I’ve been doing just fine. What about you?”

Celestia sat upright. “More of the same, I am afraid. Paperwork to sign, dignitaries to speak with, ceremonies to attend, and repairs to organize,” she spelled out, her expression very briefly flattening with boredom before she perked right back up again. “But none of that matters right now. For the next few days, I get to be here with you and your friends.”

The alicorn’s eyes then drifted up and past her daughter, looking at the rest of the approaching ponies before her gaze settled on Twilight. Celestia’s smile took on a more solemn edge, and for a moment Twilight’s good mood wavered.

But only for a moment.

“It’s good to see you again, Celestia,” she greeted with a smile and a respectful nod of her head.

Celestia blinked, seemingly caught off guard. She then gave off a quiet titter of amusement and a nod. “Ah, I had all but forgotten that I asked you to just use my name when last we spoke,” she recalled before nudging Rainbow back and standing back to her full height.

“Hey, I’m not that forgetful,” Twilight shot right back with a roll of her eyes, though internally she recognized the sheer irony of that statement.

An irony that was not lost on the others, if their vain attempts to stifle amused snorts and chuckles was anything to go by.

Rainbow tilted her head to one side, the least amused of the bunch. Whatever thoughts were coursing through her head, though, she elected not to voice for the time being. Instead, she turned back to Celestia and changed the subject. “So, mom, what’s the plan? I know you’re gonna be watching the play, but what about before and after?”

Celestia cleared her throat of any obstructions, vestigial amusement included. “Ah, yes. As of now, everypony else putting the play on are waiting for you behind the stage. You and your friends should probably go and get in some last-minute line-readings and rehearsals, just to be sure it’s all clear in your heads,” she instructed before craning her neck down to Rainbow and giving her an affectionate nuzzle. “But, once the play is concluded for the day, we will have the rest of the evening to spend together.”

Rainbow returned the gesture with enthusiasm before giving a sharp nod. “Okay, sweet! I’m looking forward to it,” she stated before turning to the others and beckoning them to follow her. “You heard the princess! We got a play to put on! Let’s go!”

And with that, Rainbow shot off through a nearby doorway, vanishing into the space beyond.

Pinkie Pie hopped in place. “Ooh! Ooh! Is it a race?! LAST ONE THERE’S A MUDDY STICK!” she squealed before rocketing off after Rainbow in a blur of pink, kicking up a small gust as she went.

Applejack rolled her eyes and went to follow after the two speedsters. “Heh. Always on the move,” she commented dryly.

“It’s good for them,” Fluttershy added in, falling into step by Twilight as they made their way to the stage.


The next hour or so passed by in a bit of a blur for Twilight. She had her script out in front of her, devoting most of her brainpower to memorizing her lines and receiving some last-minute tips and instructions from the play’s director. Her friends were all doing pretty well themselves, although Rainbow flubbed one of her lines early on. She was quick to recover and get ‘in the zone’ as it were.

But amid the steady progress, there was one thing that Twilight found just a little bit distracting. Or, to be more specific, one pony.

A dark blue unicorn with a curly black mane and tail. His body was skinny compared to the ponies around him, and his overall demeanor was shy and anxious. The others who trotted by him often gave him passing glances before moving on, and every time they did, the stallion would shrink back from them as if afraid.

More than once she had half a mind to put down her script and go see if he was okay, but every time the notion crossed her mind, one of her scenes conspired to come up, demanding she lend herself to the reading. And somewhere in the middle of it all, she had glanced over between lines to see how he was doing only to find that he was just gone. He’d probably wandered off to some other part of the stage to do some work, but the swiftness and silence with which he departed sent a chill down her spine.

She was snapped back to the here-and-now by Spike’s voice as he read off his closing lines from the play, given that he was to be the narrator. “The three leaders agreed to share the beautiful land and lived in harmony ever afterward. And together, they named their new land Equestria.”

The writer and director, a pair of stallions who had been sitting just outside of the ring of ponies, gave each other satisfied glances. “Alright, I do believe we are ready to proceed,” the writer decided with a nod of his head and a pleased smile. “For a collection of mares and a dragon with very little acting experience, your performances in just reading from the script were quite impressive. I see the princess chose wisely.”

Rainbow smiled at the second-hoof praise given to her adoptive parent before standing up. “Heh, she might be way too patient and cryptic for her own good, but nopony can deny that she’s got a fine eye for talent.”

“Quite,” The director replied, eager to get on with the show, apparently. “Now, then, you should all go and acquire your costumes. We’re starting in less than an hour, so get ready.”

There was a general mumbling of agreement as each of Twilight’s friends got up and made their way further backstage. She hesitated for a second before standing and moving to follow them.

“Psst. Twilight,” a voice she did not recognize suddenly said from behind her, making her jump. Confused, Twilight spun around and, to her surprise, came face-to-face with the skinny stallion from before. He was a few inches shorter than her, but he was carrying himself with far more confidence in front of her than he had been before.

She tilted her head. “Er… hello? Do I know you?”

The pony smiled before lowering his head. For a second, Twilight was worried that he was bowing to her as if she were royalty, and was about to quickly tell him that her wings were not a sign of such a promotion.

Any such words died in her throat when the pony exploded in a rush of green flames. His body vanished amid the flurry, leaving nothing but a silhouette that flickered and distorted. Then, just as suddenly as they came, the flames vanished, and a whole new creature stood before her.

It was about the same height as her, with a body that was more or less the same size and shape of a normal pony. However, instead of fur, it had black chitin with small holes tunneling through its legs. Two long fangs poked down from its upper lip, while compound eyes that glowed a pale ocean blue stared into hers. A curved horn rose from its head, and ragged gossamer wings fluttered on its blue-shelled back.

The creature smiled at her.

Twilight paled and scrambled back with an alarmed shout.

At once, the strange thing before her stepped back as well, one of its hooves flying up to its mouth and its ears drooping. “What?! Oh, oh no, I’m so sorry! I didn’t mean to scare you!” he quickly babbled out in the same voice as before, his voice now distorted into two distinct tones. “It’s just me! It’s Thorax!”

Twilight’s retreat came to a halt on hearing that name, and she took a moment to really look at him. After a few seconds, her frantic heart began to calm down, and she let out a slow breath. “Oh… I, uh… I didn’t know you looked like that,” she eventually stated between her still-heavy breaths before offering up an apologetic smile.

Thorax frowned and tilted his head to one side. “What…? You don’t…?” he mumbled before his eyes suddenly snapped wide open. He let out a loud groan of frustration before smacking himself in the face with a hoof. “That’s right! I’m so sorry, I forgot!”

Twilight’s ears drooped, and she gave off a quiet sigh. “My amnesia, right? I’m sorry…”

“Hey, Twi! You okay?” Rainbow’s voice echoed from behind her. Twilight turned to look just in time for the pegasus in question to come to a landing not far away along with Fluttershy. Both of their gazes locked onto the now self-deprecating changeling, their eyes widening in surprise. “Woah. Thorax, is that you?”

Thorax looked up at the voice and nodded. “Yeah, it’s me…” he said before his gaze drifted from the blue pegasus to the yellow one. Their gazes locked, and their eyes slowly widened. For a second, neither of them said a thing.

Fluttershy made the first move. With a barely audible squeak, she burst into a gallop before throwing her forelegs around Thorax in a tight hug, eliciting a startled yelp from him. After a few awkward seconds, though, he returned the gesture, burying his face into her shoulder.

Twilight blinked in surprise at the sudden display of affection, finding it hard to imagine herself hugging him. Of course, she was lacking in the benefit of knowing him.

Eventually, Thorax leaned back to look at Fluttershy’s face, a much warmer look on his own. “Fluttershy… it’s good to see you again,” he said quietly.

“You too,” she replied with a nod and a big smile of her own before backing out of the hug. “I’ve really missed you. How have you been since the empire?”

While those two began to speak excitedly to one another, Rainbow sidled up next to Twilight and whisper to her in a hushed voice. “Fluttershy and Thorax bonded a lot while we were in the empire over a filly named Wind Whisper. I’d say she’s closer to him than the rest of us put together.”

Twilight nodded in understanding, briefly recalling a few fleeting mentions of the filly in question.

Rainbow then made her approach to the chatting duo with a friendly grin. “So, Thorax. Whaddya doing here?” she asked, getting their attention.

“Well, actually, I work here,” Thorax said while turning to face her.

“Really?” Twilight asked in surprise, one of her eyebrows flying up. “What do you do?”

“A few things. But mostly, I’m an actor.”

“You’re an actor?” Fluttershy asked, her smile only growing. “That’s wonderful!”

“And it makes sense,” Rainbow observed casually. “Being able to look and sound like literally anypony you want makes you a pretty good pick for that kinda job. Not to mention you fooled everypony into thinking you were somepony else for a few weeks when traveling with us. I’d say you picked good.”

Thorax’s expression lit up a little at the praise. “Heh, thank you. It was kind of a stroke of luck I landed the job, though. But here I am, and I think some of the others are starting to like me, at least,” he said before looking at Fluttershy again.

“I’m so happy for you! I want to hear all about it!”

“Heh, I’ll tell you about it later, after the play.”

Twilight nodded and stepped forward, wanting to chip in her own two-bits. “I’d like to talk to you, too. I’d like to hear more about the changelings and the role you had in helping Equestria.”

Thorax winced just a little bit but nodded all the same. “R-right, of course. I’ll tell you whatever you wanna know.”

Sadly, before their reunion could go any further, the director's voice came from behind them. “Hey! Thorax, leave the mares alone and get back to work! The rest of you, come on, we got costumes to fit!” he barked, his tone bordering on hostile as he addressed Thorax. The bug immediately cowered back, his ears drooping and his face contorting with an anxious cringe.

Twilight’s ears drooped at the sight, and a very large part of her wanted to spin around and chew the pony out for his tone. There was no reason to be so aggressive or rude, especially not to somepony who had done so much! But, in the end, she kept herself in check and said nothing, deciding it would cause more trouble than it was worth to act out. It didn’t help that she was still woefully under-informed about this changeling’s role in past events, so any defense she could give would be improvised at best.

Rainbow Dash, however, didn’t have any qualms with voicing her dismay. Loudly, at that. She spun on her hooves to face the director with an intense glare, her wings fanning out. “Hey! He’s our friend, and we haven’t seen him since he saved this entire city! A few minutes to say hi and catch up won’t hurt anything!”

Like a switch being flicked, the director’s face paled, and he quickly ducked back out of sight. No doubt he wasn’t in any rush to incur more of the pegasus princess’ wrath, Twilight surmised. All the same, she gave Rainbow a disapproving frown. “Rainbow, was that really necessary?” she asked, her tone mirroring her expression.

“Kinda,” Rainbow replied without missing a beat. She folded her wings back up at her side and turned to face Thorax. She trotted over, clapped him on the shoulder and gave him an encouraging smile. “This guy saved this whole city. Least they can do is not be jerks to him,” she explained matter-of-factly.

Thorax looked down for a second, his wings twitching on his back. “I… Rainbow, you don’t need to stick your neck out for me like that. You did enough when you gave me a full pardon for everything I did,” he muttered, one of his hooves scuffing at the wooden floorboards.

“If she didn’t, I would have,” Fluttershy suddenly spoke up in an uncharacteristically firm voice, taking everypony by surprise. Marching up to the drone, she looked deep into Thorax’s eyes with an intensity that Twilight hadn’t seen from her, making him lean back and his eyes go wide. “Nopony should be talking to you like that! No matter what you did before, you more than made up for it!”

“Fluttershy…” Thorax whispered with wide eyes, seemingly in disbelief from the statement she had just made.

After a few more moments, Fluttershy eventually backed away, seeming to only now realize just how intense her reaction had been. “But… he was right about one thing. We still have to put on this play…”

Rainbow nodded along and gave him a sideways look. “Yeah, we’re kinda running late now. Are you playing a part, Thorax?”

The question jarred him out of his stunned trance. He shook himself and turned to face her, his face one of disappointment. “Uh, no, not this time. I was only gonna play in this one if something happened to one of you,” he explained before glancing towards the exit for the main stage. “Anyways, don’t let me keep you. We can talk when the play’s over. Just, uh… be careful, okay?”

Twilight raised an eyebrow in confusion. The way he had said that set off a series of red flags in her mind. Judging by the glances Fluttershy and Rainbow passed one another, they caught it, too. Something wasn’t quite right. “Be careful about what? We’re just putting on a play,” she pointed out after a moment.

Thorax shook his head. “I know, but we had an accident a couple of weeks ago. One of the machines being used for special effects suddenly caught on fire in the middle of the performance.”

Fluttershy gasped, her hooves flying up to cover her mouth. “A fire?! Was anypony hurt?!”

“No, thank goodness. Not seriously, anyway. There were a few burns, but nothing dangerous. Between Squall evacuating everypony and a good emergency team on-hoof, it was all resolved pretty fast. But it could have been a lot worse, so…” he sighed and stood up straight. “Just be careful, okay? If something else breaks, I don’t want any of you to get hurt.”

The trio of mares shared one more look amongst themselves before Fluttershy spoke up. “Thank you very much for the warning, Thorax. We’ll be careful, I promise.”

“Yup. Anyways, we should probably get going,” Rainbow pointed out before turning and heading after the director. “We’ll see you after the play, Thorax! Don’t be a stranger!”

“I won’t,” he called after her.

Fluttershy was the next to go, waving as she went and leaving Twilight alone with Thorax. The former watched her friends go for a few seconds before turning to look at the changeling with a worried look on her face. He had visibly sagged once Fluttershy’s back was turned, and all at once she could clearly see the timid stallion that had been anxiously watching them from the shadows.

“Thorax… before I go, can I ask you something?” she asked before she even realized it, the words tumbling unbidden past her lips.

He perked up, his head tilting to one side as he looked her way. “Uh, sure, I guess. What is it?”

“...Why did you look like a pony earlier?”

Thorax immediately withered under that question, averting his eyes. “Er… w-well, the thing is… I just… y-you see...” he stammered before sighing. “Okay, okay… Look, promise me you won’t tell Fluttershy? I don’t want her getting too worried about me.”

Twilight was momentarily taken aback by that request. But, after a moment of thought, she gave a slow nod. “Alright. As long as it’s not too serious, I won’t say a word.”

Thorax relaxed, but only somewhat. He took a deep breath and turned his eyes up to the ceiling. “...Ponies don’t trust me,” he began slowly, his voice solemn. “And really, I can’t say I blame them. I helped Chrysalis when the swarm attacked. I was the one who took down Princess Luna. I helped make this city fall in the first place, and I look just like every other changeling in the swarm. The ponies here all look at me and just see another monster that invaded their city and hurt their friends… their families.

“So, at least when I’m somewhere with a big crowd, sometimes I… well… I disguise myself so that the ponies I talk to don’t feel quite so disgusted by me. I do it here, too, so that I don’t distract the ponies I have to work with…” he looked down and gave a full-bodied sigh, his eyes reflecting his feelings. “But they all know who I am under the blue fur. Even if they can stand to look at me, they still know what they’re looking at, and I can taste how much they don’t like me.”

Twilight’s hoof slowly drifted up to hover over her heart, her ears drooping. “That’s terrible… how could they…?” she whispered out, appalled by what she was hearing. “You saved them, didn’t you? You’ve already proven that you’re a good guy!”

Thorax nodded his head. “I have, and they all know it. But…” he shook his head and turned around. “Sometimes it isn’t easy for ponies to let go of a grudge…” he finished before glancing at Twilight over his shoulder. “I need to go, and so do you. I’ll be watching from the audience. Good luck with the play.”

Before Twilight could offer a response, Thorax was enveloped in a swirl of green flames. When they passed, the skinny blue pony from before had been restored and was now trotting away and into the shadows.

Backstage

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To say that Fluttershy had been nervous when she stepped out onto that stage in full costume for the performance would have been an egregious understatement. She had been all but ready to fly into a panic attack, all of her nerves screaming at her to flee from all of those staring eyes. But thanks to the reassuring nods and smiles her friends gave her between scenes, she was able to put on a brave face and get through it.

And she even had to admit to herself, albeit within the privacy of her own mind, that she had found the whole experience surprisingly enjoyable. Maybe it was her friends being there alongside her or maybe it was the theatrics of it all that let her let loose a little. She couldn’t be sure. But when all was said and done, and she and her friends were bowing to an applauding audience as the play’s conclusion, the smile she wore at that moment was genuine and happy.

Now the crowds were dispersing and Fluttershy and her friends returned to the backstage dressing rooms to remove their costumes and get ready to head out. They had rooms arranged at the castle, and it was pretty clear that Rainbow was eager to get a move on.

“Come on, you guys, let’s hurry this along!” she urged from the air, having already discarded her costume of dark-colored pegasus armor. Her face was the picture of impatience. “Mom’s waiting for us in the lobby!”

Applejack shot her a small glare while pulling off her jacket. “We know, RD. Hollerin’ at us ain’t gonna make it happen faster, though.”

“I just wanna get a move on!” Rainbow protested, starting to pace back and forth in mid-air. “I haven’t gotten to spend more than an evening with her since before Discord turned up! I don’t wanna waste a moment!”

Fluttershy smiled softly at that remark before softly speaking up. “Well, you could go on ahead without us,” she suggested. “We can catch up.”

Rainbow turned to her with a thankful, if reluctant, look. “Heh, that’s nice of you, Fluttershy, but I don’t wanna leave all my friends here either.”

Rarity rolled her eyes and, with a visible degree of care, picked up a discarded scroll from a nearby table in her magic and thwacked the back of Rainbow’s head with it. “Oh, go on and be with your family, darling,” she chastised playfully. “You said it yourself, it has been an age since you got to spend some meaningful time with her. And besides, she is your mother, not ours.”

“That would be weird,” Pinkie Pie suddenly pointed out from her place by a chest against the wall where all manners of props were stored. She chucked the last of her garments in before turning to face the group. “All of us being Celestia’s kids, I mean. It’d be super fun, but super weird.”

Rainbow cringed and drifted away from Pinkie. “Er… yeah, that would be weird…” she muttered before turning back to Rarity.

The pearly unicorn fluttered her eyelashes and then gave a curt nod of her head. “Go on ahead, my dear. We shall follow along shortly.”

Before Rainbow could offer another word of protest, Twilight’s voice joined in with a comforting smile. “I can go with you if you’d like,” she said, drawing the pegasus’ attention. She turned back to the chest and pointed to show that her costume, a plain brown cloak, had already been removed and stuffed inside.

Rainbow hesitated for a second before shaking her head and releasing a relenting chuckle. “Heh. You girls dunno how to take ‘no’ for an answer, do ya?”

“When it comes to family?” Applejack began with a knowing look. “Not a candle’s chance in a windigo’s nest.”

Rainbow rolled her eyes at the analogy before shrugging. “Alright, if you’re all sure. Just don’t take too long, okay? We aren’t leaving the lobby without you! C’mon, Twi!” she declared before finally shooting off through the door and vanishing from view.

Twilight rolled her eyes before setting off after her at a brisk gallop, Spike following close at her hooves. This left Fluttershy, Pinkie, Applejack, and Rarity alone in the changing room.

Fluttershy giggled into her hoof at the display before moving on to the next part of her costume. It was the fake armored chest piece, one that shone like metal but was made of far less durable and far lighter material. Underneath the armored plates was a thick gambeson, and only when it was fully removed and her bare fur was exposed to the world again did she realize just how warm they could get. She sighed in relief before depositing the costume in the chest. “Whew. Those things are warm.”

Rarity nodded. “So they are, though I suppose it makes sense. It’s supposed to keep the armor from chafing or harming the wearer, and it’s thick enough to be some light armor of its own,” she observed, giving the thick lump of discarded attire a cursory glance. With a flick of her magic, she deposited it back into the chest before turning for the door. “Shall we be off? We don’t want to keep the princess waiting.”

Pinkie Pie, also out of her costume now, bounced up to the duo with an eager smile and nod. “I’m ready to go if you girls are!”

Applejack kicked off the last of her costume with a small grunt before joining her friends by the door. “Yeh, Ah’m good to go. Let’s get a move on.”

And with that, the four mares set off from the changing room. As they stepped back out, they saw that the curtains had been pulled closed and all of the environment props had been moved away. Only a few ponies remained on the stage, doing some checks of the equipment to ensure they were still in good working order for whatever performance came next. They gave the leaving group passing nods and quiet greetings as they went but otherwise focused on their tasks.

However, there was an exception. Three of them, actually. Fluttershy’s eyes widened when she saw three ponies emerging from the exit she was heading for. Two of them were thestrals, one a little green filly and the other a tall gray stallion. Behind them, a dark blue earth pony stallion followed along with an expectant smile on his face.

“Wind?! Squall?!” Fluttershy asked in surprise as it fully clicked in her mind. Some small part of her figured she shouldn’t have been surprised, but she still gawked.

Wind’s eyes glued onto the dumbstruck pegasus, and a giant grin appeared on her face. “Fluttershy!” she shouted out before launching herself at her with a powerful flap of her wings.

Fluttershy didn’t have time to brace herself before the projectile of energetic bat collided with her chest, sending her sliding back a few inches before falling to her haunches. “Oof!” she grunted before her momentum came to a stop and she looked down.

Wind was beaming back up at her, her eyes shimmering with joy. “It’s so good to see you again!” she practically squealed before resting her cheek against Fluttershy’s chest and snuggling up to her with a content hum.

After a moment, Fluttershy collected herself and returned the affectionate gesture, resting her chin on top the filly’s head. “It’s good to see you, too. Have you been good?” she asked quietly.

Wind nodded. “Mhmm! I’ve been super good, I promise!”

Pinkie Pie hopped in place a few times, her grin growing. “Wow! I didn’t know you guys were gonna be here!” she shouted before zipping over and giving Squall and the earth pony a big hug. “Heya Squall! Heya Thorax!”

Thorax blinked, nonplussed. “Huh? How did you know it was me? You didn’t see me talking with Twilight and Fluttershy earlier, did you?” he asked.

Pinkie leaned back and looked him dead in the eyes. “Haha… please.”

“Right, figures,” Thorax deadpanned before extracting himself from the embrace and shapeshifting back into his true form.

Squall followed him out and nodded at the group with a friendly smile. “It’s good to see you all again. We saw the show; you all did amazing jobs,” he explained before his eyes focused on Wind. His smile went from friendly to amused, and he gave a hearty chuckle. “Wind, come on, Fluttershy isn’t your personal teddy bear.”

Wind pouted and snuggled deeper into Fluttershy’s hooves. “No. Mine.”

“It’s okay, Wind,” Fluttershy whispered to her in reassurance. “We’re going to be in town for a few days. You’ll get plenty of opportunities to hug me later.”

Wind whined, stubborn in her hug.

Applejack chuckled in amusement before approaching Squall. “Heh. That filly’s quite a joy, ain’t she?” she asked him with a sideways glance. “And a pain?”

“Yes and yes, not that I would have it any other way,” Squall acknowledged with a laugh of his own. His eyes returned to Wind, and his smile faded a little. “Wind, come on, you can hug her later. Give Thorax a turn.”

“He already hugged her earlier,” Wind shot back with childish defiance. “My turn.”

Thorax rolled his eyes and stepped forward. “Here, let me…” he said before coming to a stop beside Fluttershy. The two smiled at each other in greetings before he focused down on the filly who had brought him into her family. “Wind?”

“What?”

And then Thorax was consumed in a swirl of green flame. When the flames parted, a stuffed teddy bear fell to the floor with a soft thump. Wind immediately squealed in delight before hopping down from Fluttershy’s hooves and scooping the stuffed animal up. She held it close to her chest with a content hum.

Fluttershy blinked. “...Oh.”

“That is one way to solve that, I suppose,” Rarity conceded with a charmed expression before turning back to Squall. “It is good to see you again, Squall Dreamer.”

“Likewise,” he replied while coming up to Wind’s side. “When we heard that you were all going to be performing here for the next few days, we just had to come and see you. And thanks to Thorax’s job here, we got front row seats.”

Fluttershy’s smile returned and she hauled herself back to her hooves. “I’m happy to hear it! That’s so nice of him.”

At about this time, Thorax lightly removed himself from Wind’s embrace, much to her dismay, and turned back to normal. “Eheh, it was nothing. I was just looking out for my new family, that’s all,” he tried to wave off the compliment, a tiny blush on his cheeks.

“Whatever your reasons were,” Rarity cut in with a shake of her head. “An act of generosity is still an act of generosity. It’s a good thing you did.”

“Yeah! Front row seats and a fun play put on by a group of best friends!?” Pinkie added emphatically. “That’s super nice!”

“Glad we could give y’all some good entertainment,” Applejack pitched in while tipping her hat.

Thorax mumbled something under his breath, shrinking back and turning an impressive shade of red with every bit of praise given.

Wind giggled at him before reaching up and poking him on the nose. “Thorax is turning into a cherry again~” she announced in a teasing voice before scuttling back to her big brother.

Fluttershy held up a hoof to her lips to try and keep herself from giggling too much at the changeling’s expense.

Thankfully, Applejack served as the proverbial bell and saved Thorax from any more embarrassing praise. “Anyways, we were all about to head down to the lobby. We’re headin’ up to the castle with RD to spend some time with her folks.”

Pinkie Pie lit up like a light bulb, an idea coming to her mind. “Ooh! Do you think these three can come with us? They were with us in the Empire and everything!”

Wind went slack-jawed and wide-eyed before turning to Squall and relentlessly tugging on his wing. “Squall, can we? Can we, can we, can we, can we, can we!?”

“Stop pulling on my wing and maybe,” he deadpanned in return, making the filly release his appendage with an apologetic squeak.

“I am sure we can ask, but let us remember that Rainbow is visiting her family,” Rarity reminded them all. “As delighted as we would be to have you all join us, I believe the final decision rests with the princesses.”

“That’s fine,” Squall acknowledged with a nod. “I know how important it is to see family after a long time away.”

“Then let’s go!” Pinkie declared before sprinting off and through the exit.

“Heh. After her, Ah suppose,” Applejack relented with a shrug and a shake of her head before trotting after the vacant party mare. Rarity fell into step by her side. Squall lifted Wind up onto his back and took off after them, keeping a respectable distance.

Lastly were Fluttershy and Thorax, walking side by side after their departing friends. The two were quiet for a moment, their pace becoming rather leisurely as they went. Every so often, Fluttershy glanced over at him with a warm smile. “...You’ve really settled in with them,” she eventually observed in a hushed voice.

Thorax glanced at her and nodded. “Er, yeah, I guess I have,” he said slowly. “They’re really good to me… I never knew until I started living with them what it was like to have a kind family.”

Fluttershy’s expression soured just slightly, her memories drifting back to Thorax’s older brother, Pharynx. “Right… your big brother was mean to you alot, wasn’t he?”

“Yeah…” Thorax nodded along, his ears drooping. “I thought that, maybe, just maybe he was starting to soften up around me after we saved Equestria and the Empire together, but… then he just disappeared.”

Fluttershy’s heart withered in her chest and she looked at Thorax with a sympathetic look. “He hasn’t gotten back in touch with you?”

He shook his head. “No. I don’t know for sure where he went. I keep telling myself he just went back to the hive, and he probably did. But…” he sighed and looked down at his hooves, his pace slowing. “...I don’t know for sure, and he never reached out to me. I miss him, Fluttershy, I really do…”

Fluttershy stared at him for a few seconds, trying to think of something to say that ease Thorax’s discomfort. Sadly, she could think of nothing to say. Instead, she settled for leaning over and draping one of her wings across his back in a comforting side hug. “It’s okay, I’m sure he misses you, too. You’ll see each other again, someday.”

Thorax tensed briefly under her wing before relaxing and leaning into the embrace. “Heh, I hope so. There’s so much I want to tell him about life in Equestria, about living with Wind and Squall, about not being hungry all the time,” he explained before looking to her with a warm, tender smile. “Heh… I really missed you. You always know just what to do to make me feel better.”

She blushed softly from the praise and looked away. “O-oh, uh, I dunno about that,” she said quietly before smiling awkwardly at him.

“You kidding?” Thorax asked incredulously. “Every time I doubted myself over Wind in the Empire, you were the first one to comfort me and give me advice. When my real identity came out to all of you, you were the first one to accept me for what I was. When I left to rescue Squall, you were the one who had arranged it so I would promise Wind that I would come back,” he listed off before his expression softened considerably. “I can’t even imagine how badly I would have done if it wasn’t for you. Thank you…”

Fluttershy’s blush was so intense she looked like a particularly ripe tomato. She turned away from Thorax, her ears splayed to the sides and her eyes looking for anything else to look at. “U-uhm… you’re welcome,” she eventually squeaked, unsure of what else to say.

“Hey, Fluttershy, Thorax, where are you?! Princess Rainbow says we can come!” Wind Whisper’s voice suddenly cut through the silent air around them, making both pony and changeling jump in their skins. They looked around, only then realizing that they had come to a total stop halfway to the lobby. The thestral filly who had called out to them was hovering about ten feet in the air, looking down at them with a dumbfounded look. “...why are you two hugging?”

Fluttershy and Thorax looked at each other again, their blushes growing even worse.

Wind blinked a few times before a predatory glint entered her eyes, her slit pupils widening out in delight. “Ooooh… I gotcha” she said slowly before turning and flying back into the lobby with a laugh that was not evil at all, no sir.

Fluttershy slowly removed her wing from Thorax’s back and folded it up at her side. “We… should get back to the others,” she squeaked out before walking forward with stiff movements.

Thorax nodded, following close behind her. “R-right… yeah.”

Despite the humiliation they had just suffered, and the copious amounts of unjustified teasing Wind was no doubt preparing to dump on them, the pegasus and changeling couldn’t help but give each other one more smile as they slipped out of the theater and rejoined their friends and family.

Wind Swept

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Much to Thorax’s relief, Wind Whisper showed a remarkable amount of mercy in regards to his sudden and unexpected display of affection with Fluttershy. She didn’t utter a single word about it or even cryptically hint about what she had seen. This was both deeply relieving and more than a little terrifying.

The evening became something of a blur for him after they left the theater, though. He exchanged pleasantries with Rainbow Dash’s friends and endured more than a few questions from Twilight Sparkle about the Changelings, ranging from their history to their physiology to their magic to their written language. It was nostalgic, in a way. She had run through a very similar, albeit far more skeptical and suspicious list of questions when they had first met in Ponyville.

But more than that, he was just happy to be with his friends again. The genuine affection they all held for him after their shared struggle against Chrysalis was delectable, and more than once he found himself openly snarling and hissing at the air as he drank it down. Luckily, such a display was little distraction, thanks to Wind and Squall hardly reacting at all.

They were used to it, he supposed. Especially Wind.

Sadly, as the old saying went, all good things must come to an end, and Thorax’s time with his friends was no exception. As Celestia began the descent of the sun for the horizon, Squall pointed out that he and Wind needed to get home for some sleep, seeing as one had school in the morning, and the other had to prepare for his shift up in the castle.

“Can’t Thorax stay?” Fluttershy had asked hopefully, having been close to the drone for much of their time together. “Even just for a little while?”

Thorax had so wanted to agree with her, but Squall’s immediate counter silenced any words he had. “I’m sorry, but it’s not a good idea for Thorax to be out on the streets on his own… especially at night.”

There had been some confusion from the visiting mares and dragon, save, of course, for Twilight. The amnesiac alicorn had offered Thorax a sympathetic glance, and the emotion itself was radiating off of her in copious amounts. A bittersweet taste that Thorax cringed from.

In the end, after a few shared hugs and the promise of seeing them again tomorrow, Thorax left the castle behind with Squall and Wind. The filly in question had curled up on Squall’s back, allowing herself to rest for the duration of the trip home. Thorax glanced at her every now and then, taking some degree of comfort in how peaceful she looked.

As they emerged out onto the streets, he turned his eyes up to the heavens. There were only a few clouds in sight, and the moon appearing from the distant horizon was a waning crescent. The last rays of sunlight were quickly fading, leaving the world to slowly fall into darkness.

“Did you have fun today?” Squall’s voice came from the side, drawing Thorax’s gaze. The thestral was looking at him with a level, thoughtful look.

Thorax smiled immediately, not even having to think about his reply. “Definitely. It felt really good to see all of my friends again!” he stated before looking ahead and continuing to trot down the street, the snow crunching beneath his hooves. “Especially Fluttershy.”

From Squall’s back, Wind opened one eye to look at Thorax before her lips curled into a wicked smirk.

Squall kept by Thorax’s side with a warm smile. “I’m glad,” he said simply before unfurling one of his wings and draping it over the changeling’s back. “And you get to see them tomorrow, too.”

“Yeah… I can’t wait.”

The trio fell into a companionable silence at that point, allowing the quiet atmosphere around them to set in. Before long they had left the regal and magnificent mansions surrounding the castle behind and emerged into a far more mundane neighborhood. It was still splendid, of course, this being Canterlot, but the buildings were smaller and less smothered in decorations.

Eventually, the house came into view. Thorax relaxed somewhat on seeing the simple two-story home, having not realized how tense he had gotten from being out and about at such an hour without any disguise on. Already his hooves were itching to have the weight taken off of them, and his back yearned for the softness of the living room couch.

Squall moved ahead of Thorax and, after a moment of fiddling with the lock, pushed open the door. As Thorax stepped in, he briefly swept his eyes across the familiar surroundings.

Off to his right was a long sofa with a few old blankets and pillows resting neatly on the end cushions. A window sat behind the couch, curtains perpetually drawn. In front of the couch stood a coffee table with a glass surface and wooden frame. A few potted plants from Hollow Shades adorned the corners of the room, gently glowing blue flowers sprouting from them. Lastly, against the left wall was another, taller wooden table with a collection of framed photos resting on top. A door that led to the kitchen and dining room rested beyond it, and a staircase that went up to the bedrooms was against the back wall.

Wind Whisper leaped down from Squall’s back and onto the couch with a relieved sigh. “Whew! Home!” she chirped before spinning in place a few times and settling down onto the cushion.

Thorax chuckled and meandered over to sit next to her. He let out a quiet sigh of relief as soon as he sat down, the couch welcoming him and easing tension in his muscles that he had not noticed. As soon as he was comfy, he looked down at Wind just in time for her to scoot closer and cuddle up to his side. The sight was adorable, and he couldn’t help but stroke her mane with his hoof and smile at the sight.

Squall watched them from the bottom of the stairs, briefly catching Thorax’s eye. He didn’t say anything, he simply smiled before making his way up. Thorax watched him go before returning his attention to the filly snuggled up to him. She had cracked open one eye and was now smiling up at him.

“Hi,” she whispered up to him.

“Hey,” he whispered back, giving her a quick nuzzle. “You sleepy?”

“Nope,” she denied simply, followed shortly by a cute yawn. Ignoring the contradictory evidence, she snuggled a little closer and hummed quietly. “I had a lotta fun today…”

“So did I.”

Wind’s smile grew. “I know. You were smiling a lot…” she looked directly into his eyes, her expression becoming more solemn. “It was really nice. It’s no fun seeing you sad so much.”

Thorax winced, his ears drooping out of reflex. He wanted to quickly assure her that he wasn’t sad, that he was totally happy, but stopped himself even as his mouth was opening to say it. “I’ve told her enough lies,” he thought before looking up and giving off a quiet sigh. “Yeah… today was nice. And they’re staying for another few days, so we can go see them tomorrow.”

“Yeah?”

“Yeah. You looking forward to it?”

Wind’s smile returned in full force, her eyes shimmering with anticipation. “Yah-huh! Can’t wait,” she declared before sitting up and grinning at him. “I bet you’re excited to see them again, too.”

Thorax chuckled and nodded his head. He leaned back in his seat and looked up at the roof again, his own smile returning at the thought. “Yeah… yeah, I am,” he said in a low voice, briefly closing his eyes to better imagine it.

Due to his closed eyes, however, he completely missed the predatory look that Wind got on her face. She slowly crept up on him until her mouth was right next to his ear. “Especially Fluttershy, huh?”

Thorax’s eyes snapped wide open, an impressive shade of red blossoming on his chitin cheeks. With a noise akin to a high pitched cricket chirp, Thorax sprang away from the mischievous filly, coming to a hover a few feet away. “Wha?! Wind! No, don’t say things like that!”

She tilted her head, her smile oh-so-innocent. “What? I thought she was your friend?”

Thorax cringed, backing away a few inches. “T-that’s not what I mean and you know it! She is my friend! You know what you were implying!” he shot back, trying to sound stern and disapproving, but not really succeeding.

That actually gave Wind pause. Her head tilted the other way while her predatory smirk was replaced with a confused stare. “...What does ‘implying’ mean?”

“Saved by foalish ignorance,” Thorax thought before touching down and latching onto the distraction. “Oh, uh, ‘implying’ something means, uh… it’s kinda like a hint or a clue. So, like, uh…” he looked around before gesturing at a jagged pattern along one of his shoulders where the chitin was discolored, a scar left over from the battle for Canterlot he had participated in. “This patch of my chitin would imply that I got hurt here, once.”

“Ooooh…” Wind nodded her head along before grinning. “So, is Fluttershy your girlfriend or not?”

Thorax withered in place, inwardly scolding himself for daring to think Wind could be so easily distracted. “Wind, come onnnn, stop it,” he whined pitifully, trying to look at anything but the foal.

Wind was relentless, however. “You’re not saying no~” she teased, hopping down from the couch and stalking after him like a cat playing with a mouse.

“NO!” Thorax belted out in complete indignation. “She isn’t my girlfriend! I don’t even know how ‘having a girlfriend’ works! I’m still trying to figure out so much of pony society!”

Wind was not deterred, giving him the look of a filly who was having way too much fun. “Okay, so she isn’t your girlfriend. But do you like her?”

“Well, yeah, of course, I like her! I just said we’re friends, didn’t I?”

Wind leaned up and booped his nose, one of her fangs poking out from her lip. “Do you like, like, her?”

Thorax paused and tilted his head. “Er… what does adding an additional like to it mean?” he asked in confusion, trying to wrap his head around it. Was this another pony social cue he hadn’t picked up yet?

“Just answer me~”

“Uhh… yes?”

Wind grinned even wider before backing away, a bounce in her step. “Thorax has girlfriend, Thorax has a girlfriend!”

“Oh, that’s what ‘like like’ means,” Thorax realized with the metaphorical color draining from his face. “Wind!” he protested helplessly, sitting down and covering his furiously blushing face with his hooves.

“What’s the little devil done this time?” Squall’s voice cut through Wind’s song, making her go silent. Thorax briefly looked up and spotted the Thestral standing at the base of the stairs again, now adorned in his Night Watch armor. He had a knowing, if confused, look on his face. “Something embarrassing and teasing, if I had to hazard a guess.”

“Thorax has a girlfriend, Dreamy!” Wind proclaimed while jabbing a hoof at him. “Fluttershy!”

Thorax allowed himself to fall face-first into the floor. “I should have gone back to the hive. The other drones would have been more kind to me,” he grumbled in despair.

Squall openly laughed at that. “Ha! Oh, that’s what’s going on?!” he asked before trotting over and helping Thorax up. “Heh, don’t you worry about it. She’s just giving you a hard time.”

Thorax whimpered, giving the unrepentant filly a spiteful glare.

She blew a raspberry back at him.

With another chuckle, Squall thumped Thorax on the back before turning to face his devilish little sister. “Alright, little miss, you need to get to bed. You have school in the morning.”

Wind’s playful demeanor immediately vanished, replaced with a morose pout. She scuffed the floor with a hoof, her ears drooping. “Aaaaw… do I have to go?” she asked quietly.

“Yes, you do. You’ll be okay,” Squall said in a reassuring voice. He trotted up to her and sat down before ruffling her mane. “Remember what I told you? About what you do if somepony picks on you?”

Wind hesitated before a tiny smile appeared on her face. “Um… ignore them and tell the teacher?” she tried, earning a nod.

“Yup. Now go get ready for bed. If you’re nice and stop bullying him about Fluttershy, maybe Thorax can read you a story with the voices?”

Any reservations Wind had left were washed away by that offer. She lunged up to hug Squall before offering Thorax and apologetic smile. “Sorry, Thorax! I didn’t mean to be mean to you. Will you read me a story?”

Thorax, finally emerging from fort humiliation, gave her a crooked smile. He made a show of thinking it over, giving off exaggerated hums for a seconds before finally nodding at her. “Sure. Head on up, I’ll be there in a minute.”

The little bat squealed, shot over to hug him too, and then flew up the stairs to vanish from sight. Thorax watched her go before turning to Squall, who was looking back at him with a more intense look. “That applies to you, too, by the way,” he suddenly said, making the changeling blink.

“Huh?” Thorax questioned, trotting up to him. “What do you mean?”

“What I said about ignoring the bullies,” Squall clarified before nodding towards the window. “Wind playfully teasing you like that is fine. Trust me, I’ve suffered through more than a few of her ‘tree’ songs since we moved here.”

“But… I’m not being bullied,” Thorax protested quietly, his head tilting. “I don’t even go to school. I’m a grown changeling, and-”

“Thorax,” Squall cut him off in a lower, firmer voice. He looked directly into his eyes, making the bug fall completely silent. “...Bullies don’t just come in the shape of kids picking on kids…”

Thorax blinked, leaning back somewhat.

Squall smiled at him and gave him a pat on the shoulder. “Just remember that,” he said in a more friendly tone before brushing by him and heading for the door. “Now then, I believe you and Wind have an arrangement?”

That got Thorax to come out of his momentary stupor. “O-oh! Right! Uh, I’ll see you later, Squall!” he called over his shoulder.

Squall gave him one more smile as he stepped back out into the night. “Later, Thorax. Goodnight.”

And with that, the door swung shut with a resounding thunk. Thorax stood there for several moments, alone and in the quiet. He went over what Squall had said to him a few times before shaking himself and heading up for Wind’s room. It didn’t take him long to get there, and upon arriving, he saw that the thestral filly was already situated in her bed, sitting up on her pillow with her blankets held up to her neck.

She beamed at him. “Hey, Thorax! What story are you reading tonight?”

Thorax hummed thoughtfully as he scanned the shelves. Eventually, he pulled one of the thicker books out with his green magical aura and showed it to her. “Does this one sound good to you?” he asked hopefully.

Wind’s smile grew. “Oh, yes, please! I love that one!”

Thorax smiled and opened it up, getting comfy on his haunches. “Okay, then. Settle in,” he instructed, watching as she did as she was told. Once she was still and listening with rapt attention, her ears standing tall, he began to read. “Once upon a time, in the magical land of Equestria…”