Memories~A MLP/Discord Fanfic

I do NOT own anypony! Except Serenity and also, I forgot to mention in the last chapter, Greed.

Enjoy! ^^

"I'm the element of chaos, not cruelty," Twilight murmured to herself as things changed yet again, "After what he did to my friends, I find that hard to believe...even after all this. But still...maybe he's really not so-"

Serenity's voice suddenly interjected into her thoughts:

~I have been feeling strange over the last few months. After staying up all 'night' thinking about it, I think I finally figured out what is wrong. I wanted to deny it but denial is not in my nature. I have feelings for Discord. They have been growing with every passing day. I'm sure he does not feel the same though. I can't help but wonder if he would look at me with more than amusement if I were as beautiful as Celestia...~

Twilight shook her head, "That was different...but ha!" she raised a triumphant hoof, "I knew it!" Grinning, she looked around expectantly. Serenity was in her crazy library again gazing at a book with a picture of a beautiful pony with long, flowing hair. She sighed longingly and turned the page to where another attractive pony was reclining by a stream. Looking awkward, Serenity laid on her side in an attempt to copy the pose. She resulted in looking stiff and uncomfortable with herself.

"Ooh! This is stupid!" she stood up and pushed the book away, "I'll never be like that so why do I even try?" she sat down with her head hanging, "There's just no arguing with the facts is there?"

"Serenity?"

She leaped up at the sound of Luna's muffled voice, "Y-yes?"

There was a thudding sound, "Open up!"

"Oh, sorry!" she bounced over to a pair of doors Twilight hadn't noticed before. Twilight raised an eyebrow but was not surprised to see that they were made of giant candy sticks. Serenity pushed away some books that were in the way and opened one of the doors, "Sorry, again."

"It's nothing silly," Luna trotted in and almost tripped over a book that chose that exact moment to zip between her hooves, "Ah!"

Serenity giggled, "Watch your footing. You remember what happened last time you ventured in here..."

Luna frowned, "Last time Discord was hiding out in here as well. Though I can't see why," she ducked under several floating inkwells. Serenity bit her lower lip then cheerfully said, "He claims he likes to make sure I don't forget how to have real fun."

"Sure," Luna looked around, "You know, I think he's read all these books."

"Really? He reads?" Serenity sounded disbelieving and Twilight didn't blame her. She couldn't imagine the mischievous spirit staying interested in any book long enough to finish the first chapter.

Luna nodded, "Well, he used to read a lot. I think. My sister once told me that whenever he finished a book, he put it here," she gestured around her, "So I'm assuming he's read all these."

Serenity still seemed skeptical.

"He's a lot smarter than he seems," Luna continued, "I bet he could quote these from memory if he thought it would earn him a good laugh. Hm? What are you reading this for?" she poked the book Twilight could now see was called, "The Beautiful of Ponykind".

"Oh, um, that?" Serenity's eyes flicked side-to-side, "I was just glancing through it. Out of curiosity you know."

"Uh huh," Luna gave her a narrow-eyed look, "Did you know that you're lousy at lying? Are you and Discord going to pull another beauty-related trick on my sister?"

Serenity's eyes went wide and she laughed at whatever memory Luna's words had conjured, "No, no! Nothing like THAT! Hahahaha!"

Luna frowned then snickered as well, "Okay, stop it. It wasn't funny."

"Yes it was!" Serenity completely lost it. Twilight found herself wishing she had witnessed whatever had happened, even if it was a trick on Celestia.

"Well if it doesn't involve Celestia...talk!" Luna shoved her horn in Serenity's face, "I know you're hiding something!"

"Okay, fine!" Serenity glared at her, "I was trying to see if there were any ponies like me in that book."

"What?"

Serenity pushed Luna away and opened the book to a page that showed a beautiful violet pony with a long, flowing mane and tail, "See? I was seeing if there was any way for me to look beautiful like that. Like you sister."

Luna nodded, watching her closely, "And why this sudden interest in being pretty?"

"Not 'pretty'," Serenity corrected, "Beautiful!"

"Whatever," Luna waved a dismissive hoof, "The point is that you never cared about that sort of thing before. So why start now?"

Serenity shrunk, "Nothing really..."

Luna rolled her eyes, "Bad liar alert: Whoop! Whoop! There's goes the alarm, now what do you have to say?"

"Uh," she shrunk down even more, "I just want to be more like your sister."

"But why?" Luna all but shouted. Serenity sighed, "Because I want...well..."

"Does this have anything to do with Discord?"

"Wha-eh?" Serenity stared at her in horror, "How did you know?"

"I take that as a yes," Luna smugly sat down, "Remember when we had that party just a few days ago and a balloon filled with pudding popped over your head?"

Serenity's face immediately turned dark purple, "What does-"

"Discord laughed as usual then licked some pudding off your cheeks," Luna calmly stated, "You went so dark, I knew you had to be blushing. Unless you were suddenly struck with a severe fever...but seeing your face now, I doubt it."

Serenity gulped, "Okay, that's true I guess...but I-"

"I personally approve of this match," Luna went on airily, "While he and my sister had their good times together, his taking over Equestria and all that really put a wrench in their relationship, if you see what I mean," she smiled at Serenity, "You would be much better suited to him. I mean, you're both a couple pranksters but...I don't know, you help to level him out I think. In all the time you've been here, he has yet to pull one of his 'big ones' like he used too."

"Big ones?"

"Oh, you know, a really big prank that permanently changes some part of Equestria," Luna started flipping through the beauty-book, "Something crazy and completely over-the-top. Oh, making every single tree grow upside down was one of them but that's not a very good example...ooooooh, she's pretty."

Serenity just frowned without comment. Her flaming cheeks had gone down to a gentle glow that Twilight could easily picture on Flutterfly's face. Luna excitedly pointed to one picture, "Oh look! I bet my sister could make you look like that!"

Serenity perked up, "Then you're helping me?"

"Pft, of course! You are my friend after all," Luna waved her over, "Now see this one? Her coat not the same color but that's not what you want to look for. You want to look for similar mane and tail length and texture. Also similar height, weight, and facial type. This one is perfect!"

Twilight leaned to one side in an attempt to see the so-called perfect model for Serenity. She was no expert like Rarity but she wasn't blind. She'd read books on the subject and thought she knew a thing or two. To her disappointment, the pony and alicorn were crowded over the book, blocking it from her view. She sat down with a sigh, thankful she could at least do that.

As much as she was becoming involved in Serenity's memories and wanting nothing but happiness for her, she couldn't help but wonder at the wisdom behind pursuing Discord as a romantic partner. Her brain couldn't begin to fathom what that would even be like. Perhaps a prank every morning to get the blood pumping? What about romantic dinners and outings? She'd read that such things were necessary when in a relationship. Could Discord even be romantic? Did he even care about such things?

"It's settled then!"

Twilight looked up with a start to see Luna leaving the library with the book, "I'll show this to my sister! I know she'll help; she's been wanting to do stuff like this to you forever!"

Serenity watched her leave with a grin, "And you won't say a word about you-know-what right?"

"Of course not," Luna winked back at her, "Like I said before, you're my friend. I would never knowingly do anything to hurt you."

"Thanks," Serenity finally relaxed, "I'll see you soon."

Luna left with a flick of her tail.

~Who would have thought that becoming beautiful would take so long? Or be such hard work? Celestia worked on me for hours...~

Twilight was amazed at the bathroom that materialized before her. It was more of a spa really. Soft yellow clouds made up the walls and floors. A large vanity covered with bejeweled brushes, combs, and makeup cases along with gelatin massage tables and a giant pool piled high with rainbow bubbles occupied the room.

Celestia was lounging on one of the massage tables, contentedly humming to herself. Luna and Serenity were nowhere to be seen.

"Are you done yet dear?" Celestia lightly called, "You can't soak in there forever, you'll get all wrinkled like a prune."

"Like a what?" Serenity's voice drifted from the direction of the pool.

"Like a prune," Celestia patiently stated, "In fact, you should come out now to dry off."

"Okay..." a pile of rainbow bubbles shifted, lifted, and began to pop with random noises. Rainbow splashes went everywhere as Serenity laughed, causing more to pop, "This is such fun! I love these bubbles!"

Celestia smiled kindly, "They are amusing, aren't they? Now come over to me."

Serenity giggled and trotted over to her. Celestia's horn softly glowed and a large, pink towel floated over, engulfing Serenity in it's immense fluffiness. There were muffled chuckles and a few squeaks before the towel was removed to reveal Serenity...with a very puffy mane and tail.

Twilight laughed at the sight; it was too funny. Celestia politely put a hoof to her mouth to cover up her own amused smile, "There we are, nice and clean. Now let me brush you smooth."

Twilight watched as Celestia brushed Serenity's coat, mane, and tail. After which she started to truly 'work' on her. In all honesty, Twilight never had any idea that Celestia was such a stylist. She needed to mention it to Rarity next time she saw her.

But Serenity was right, becoming 'beautiful' DID take hours. When Celestia was done though, Serenity DID look beautiful. Her normally scraggly tail was full and soft-looking, her purple coat shone with a pleasant sheen, and her messy Rainbowdash-ish mane was as curled and lovely as Rarity's.

Serenity looked down at herself with a calm detachment as Celestia pranced in a circle around her, "I've done it! You look positively lovely my dear!"

"Thanks," Serenity smiled cutely. Celestia proudly threw her mane about, "Think nothing of it sweet Serenity! I've been wanting to play with your mane for the longest time. Now you can walk with pride!"

Celestia continued her prancing, "So what are you going to do now? Go show Luna? Oh, there's no one to show off to up here! I can take you flying if you'd like. You never know, some handsome stallion might get a glance of you and be smitten for life."

Serenity put her hooves up, "That's okay, I'll just go walk around and get used to feeling this nice."

Celestia chuckled, "You're so cute," she nudged her fondly, "Go enjoy yourself then. Oh, and don't let Discord mess up your mane!"

"I'll try," Serenity trotted out the room, "Thanks again!"

"I enjoyed it!"

Twilight yawned as she followed Serenity around the castle. In one hall, down another, it felt like she was going in circles. Several times she passed by the throne room, several times she paused, and several times she kept on going. Twilight had the impression she was trying to get the courage to enter.

Finally, after passing it the fourth time, Serenity turned around and ran back to the throne room doors. Twilight recognized them as the doors Serenity had closed behind her when Discord was interrogating Greed. Whatever had happened with that anyways?

Serenity stood before them with a determined look on her face...and gulped nervously. She gently pushed against them until they were opened just a crack and peeked in. She stiffened and Twilight, dying of curiosity, leaned forward in order to peek in too.

Discord was there, lounging on his hammock-thing with a...tennis racket. He was playing some warped form of tennis with several pony-shaped clouds. The multicolored clouds jumped and leaped in the air, whacking a ball in his direction, and he would lazily hit it back with a smirk. He looked as though he were half asleep.

Eventually he didn't hit the ball back at all. He simply let his racket fall...up to the ceiling and caught the ball in his claws. He tossed it between his lion paw and eagle talons a few times before popping it into his mouth. The resulting crunching sounds caused Twilight to suspect it was made of some sort of candy. Then, with a loud yawn, he stretched contentedly and snapped the clouds away except for one. Using his tail as a lasso, he brought the remaining pony-cloud over, rolled onto his back, and sat it on his stomach.

Twilight raised an eyebrow as he pondered the cloud. What was he doing? Eventually he started playing with it, giving it a curling mane and drawing a smile in its 'face'. Then he pondered it some more. She noticed how his mouth curled up in amusement which led her to notice the faint color in his cheeks...

"He's...yeah," Twilight fell onto her haunches and waited for Serenity to enter. She made no move to do so.

"Oh come ON!" she glared at Serenity who was completely oblivious to her actions, "What? Do you see that he's blushing too?"

With a sigh, she looked back at Discord. Yes, he was faintly blushing as he took in his pony-cloud. Twilight found that slightly...creepy. With another yawn, he slowly wrapped his arms around the cloud, rolled onto his side, and snuggled around it like it was a stuffed animal. Twilight frowned. While that did look kinda cute, she was now officially creeped out.

Beside her, Serenity let out a sigh and turned away, "He wouldn't care anyways..."

Twilight let out a frustrated yell, "Oh come on! Sure he's not MY type but go for it! This is your chance! He's off guard! Don't...yeah, she's leaving."

She grumbled to herself as she was pulled along after Serenity who spent the rest of the day wandering around the castle. Eventually Serenity stopped at a place that allowed her to overlook Equestria and stayed there. It was very depressing.

"Pleeeease do something," Twilight pleaded with her, "Something. Anything! Can't you at least let me go to another more interesting memory?"

If only Serenity could hear her.

"Ugh," Twilight hit her head against a wall, of course feeling nothing, "Boooored."

"Serenity!"

They both jumped at Discord's voice. She glanced back to see him floating over to them with a wide, mischievous grin, "You'll never guess what I just thought of!" he landed beside Serenity who gave no reply, "You know when we found out that heating corn makes it pop? I'm going to make all the corn in Equestria pop off its cob! I'll make my clouds rain juice at the same time and the popped corn will all get soggy and colorful and completely...are you listening?"

Serenity continued staring off into the distance, "Yeah...I'm listening. You're going to pull one of your 'big ones', right?"

He wrinkled his nose and comically tilted his head at a ninety-degree angle, "What?"

She sighed, "Nothing."

Discord's eyes widened and he suddenly grabbed her up exclaiming, "Oh no! You've finally caught Celestia's cold! And after all these years too!" grinning, he snapped a claw, "Fortunately, there is a cure," a pie appeared, "Open wide!"

Serenity gasped, "Don't!" but it was too late. Delicious Blackberry Pie landed squarely on her head, smothering her in its sticky goodness. She hung there in his grip, dripping and ridiculous looking. Her expression was far from pleasant.

"Bwahahahahaaa!" Discord fell backward with the force of his laughter, "Oh! Oh! Beautiful! Ha Hahahahaaa!"

Twilight watched with growing concern as Serenity's face went from purple to dark purple to a deep shade of maroon.

"Shut up!"

Discord gave no sign that he heard the pony's yell.

"Shut UP you CHILD!"

Discord froze in mid-laugh and sat up, gesturing to himself, "ExCUSE me?"

Serenity was trembling from the extremity of her anger, "You heard me! You childish, immature, completely juvenile-"

"Alright Celestia this isn't funny," he slowly stood up and glared around, "Where's Serenity? I wanted her, not you."

"I'm right here!" Serenity stamped a hoof but he shook his head, "I'm afraid your lousy attempt at my personal muse is pitiful Celestia, as is your sense of humor, but that's not surprising really. Even Luna could do better, honestly."

"I'm NOT your personal anything!"

"And besides," he ignored her, "Serenity doesn't even look like...that," he waved a paw at her with a disgusted look, "Her mane and tail are never that cutesy-looking."

"So you hate it?" Serenity's face was completely distorted, "You don't like it?"

He rolled his eyes, "It's the worse attempt at a joke you've ever done. No taste at-"

"GAH!" Serenity's trembling form froze and she looked as though she were about to explode it, "I can't-ah!" she snarled at him, "You! I am NOT Celestia! I am NOT your personal muse! And I am NOT making a joke!" her voice rose to a shriek, "I was TRYING to be attractive for once! I let Celestia do me up so I could look this way! And now you've ruined everything! Ruined it all with your stupid pie!"

Something seemed to register on Discord's face and he crossed his arms in dumbfounded disbelief, "Serenity?"

"DUH!" she screamed, "Uh! You're so stupid!"

Discord's eyes began to narrow and he loomed over her threateningly, "I'd hold my tongue little pony or-"

"Or what? You'll poof me back to that village you found me at?" Serenity growled up at him, "Fine! Do it! I don't care! I want to leave anyways! I'll be with my own kind!"

"You...want to leave," Discord's eyes narrowed to slits, "I don't believe my ears."

"Believe it donkey-face!"

Suddenly straightening, he backhanded her with his eagle talons yelling, "Then go!"

Thunder rang in Twilight's ears as light flashed around her everywhere. She literally felt as though she were being thrown around with a bunch of rocks. Was she feeling what Serenity was feeling? How was that possible though? She had yet to feel anything during all this time...

...

O.O Never call Discord a donkey-face. It's not going to be received well.

What's going to happen to Serenity? Why could Twilight actually feel pain? Oh the drama!

Please Comment! :D