This chapter took a while because of Heart of the Swarm's release (which included a playthrough of Wings of Liberty, which I'm presently in the middle of). In fact, this chapter and the next were originally gonna be one, but I realized I was keeping you guys waiting too long, so I split it.

Twilight's depressing backstory is more-or-less taken from the "Pony Permutation Project" fic "Twilight Switch" by author "Bookish Delight", albeit embellished and made 'a little' worse than it was in that fic.

PLEASE SEE CHAPTER ONE FOR MOST DISCLAIMERS

PLEASE READ & REVIEW, AND TEND TO THE TROPE & CHARACTER PAGES

-CHAPTER START-

Canterlot Castle

Two Days Later – 9:00 PM

Ponies from all around (though mostly the rich elite from Canterlot) had gathered for the biggest event of the year. A popular topic among a large minority of the attendees was the recent arrival of extra-dimensional life; word about the recent debacles at Ponyville had spread rapidly. However, the majority of the attendees were the usual elitist snobs who couldn't give two tail-shakes about what happened outside their own little world. Gamma, Sigma, and Theta Teams were all attending, as well as a few big-wigs from a few other coalition members, who mostly stuck to the sidelines amongst themselves.

Twilight Sparkle was not enjoying herself at all. When she'd arrived at the palace, she'd been running high on the idea of spending the night interacting with her mentor/mother-figure. However, she had failed to take into account Celestia's royal duty: greeting each & every pony who showed up. She hadn't gotten to spend even a single minute actually with her beloved mentor because of all the stupid greetings!

But much worse, in her mind, were the looks of recognition that some of the arrivals gave Twilight. As a child, shortly after earning her Cutie Mark and her position as Celestia's student, Twilight had been rather well-known throughout Canterlot as a prodigy. This had led to her being asked to use her magic in a variety of tasks of some importance. Unfortunately, her absurd magical power hadn't come with absurd levels of fine magical control, and the resulting catastrophic failures, which often made things even worse than before she'd started on them, eventually leading to a significant chunk of the city's population to detest and/or fear her, calling her a walking disaster or an uncontrollable failure.

As a result, little Twilight had eventually "broken" when a month shy of 10 years old, locking herself in her tower suite, away from the world, having lost all faith in her abilities and in her worth as a student and a unicorn. She didn't leave her tower at all for the next seven years; she refused to speak with anyone other than Spike, Celestia, Cadence, and her immediate family; it took her mother and Celestia half a year to convince her to use any magic at all again, and after that she became obsessed with being absolutely, 110% sure that her control over a spell was completely perfect before she even thought about trying to use it, triple- and quadruple-checking every single minute detail, and this soon spread to all other facets of her life and developed into what was officially diagnosed as moderate-severe Obsessive Compulsive Disorder, along with a crippling phobia of failure.

Twilight had been 17, coming on 18, when she first set foot outside Canterlot Castle again, and even then it was for very brief periods, usually only to the library or her parents' house, she never spoke to anyone except when she absolutely had to, and she always got everything done as quick as possible and then retreated back to her hideaway. Largely unbeknownst to her, Spike and later Celestia had long since explained to those who'd known her before her self-imposed exile the whole story – how badly Twilight had been affected, how she'd gained enough control and self-scrutiny to have a nigh-zero chance of recreating the catastrophic mishaps of her youth, but had been psychologically scarred by the events that pushed her to do so, how she'd suffered crippling damage to her sense of self-worth, self-confidence, and ability to interact with other ponies, and such. While a few of the ponies still distrusted and belittled her, the vast majority felt guilt and pity; they'd inadvertently irreparably (so they thought) damaged a talented young girl's self-image, caused her to throw away her childhood, and robbed her of the ability to feel good about herself. Unfortunately, it was far too late to undo what they'd done; whenever they rarely encountered Twilight in the year-and-a-quarter between leaving her isolation and moving to Ponyville, she'd ignored and ran from them before they could apologize or try to befriend her.

Moving to Ponyville had been the best thing to ever happen to Twilight, in the opinion of her parents and of the castle's therapist (in charge of ensuring the mental health of all Canterlot Castle personnel, from nobles to housemaids, and this included Twilight). A fresh start, away from Canterlot, nobody who knew her from her old life, a welcoming populace in sharp contrast to the isolationist elitists of the capital, and eventually a herd of friends who loved her unconditionally and would die for her if necessary. The months spent in that Fauna-blessed little town had done wonders to heal Twilight's years-deep mental wounds and issues.

But tonight, back in Canterlot, those old wounds had reopened somewhat. Being in the presence of so many ponies who she remembered insulting and cursing and belittling her had brought all that buried trauma up to the forefront. Eventually it had gotten to the point where she just couldn't stay with Celestia any longer, leaving her and heading off into the main ballroom. Unfortunately, she'd bumped into a group of about a half-dozen of her 'former clients' (ponies who'd solicited the help of her younger self, only for her then lack of magical fine control to mess things up badly), all of whom recognized her. None of them bore any ill will, and they were actually concerned and asking how she'd been, speaking carefully as if to a frightened child. However, Twilight's issues led to her perceiving them as being scornful and afraid of her, and their gradual unconscious crowding of her (a result of wanting to comfort and make it up to her) was all it took to trigger a panic attack.

Thankfully, Cadence had come to the rescue right when Twilight started hyperventilating. She embraced and comforted the upset girl while quietly shooing away her now-even-guiltier company, holding Twilight close until she'd calmed down. Cadence hadn't left Twilight's side since, and though she didn't get to hang out with Celestia as she'd planned, Twilight was certainly enjoying spending quality time with her favorite old babysitter.

Pinkie, meanwhile, was busy, but also quite happy. She'd been miserable at the dull, stuffy Gala with all those dull, stuffy ponies. But then she'd found others who were in the same boat as her: the children of the attending nobles, bored out of their minds. Pinkie had promptly gotten all the kids together in one of the side rooms and, with Spike's assistance, went to work entertaining them. Now, Pinkie had a big grin on her face, surrounded by happy young ponies she was making sure enjoyed the night.

Of course, not everyone was having a good time. Rarity grumbled; her dashing and handsome Prince Charming, dreamed about for so long, had turned out to be a Prince Charmless – arrogant, ignorant, chauvinistic, stuck-up, lazy, closed-minded, disrespectful, elitist, racist against earth ponies & pegasi… Rarity could spend 20 minutes just going over the words that could be accurately used to describe Blueblood, not a single one of them complimentary. Her increasingly-unpleasant evening, however, got a bit of a reprieve as she spotted a familiar face.

"Trixie, darling!" she all but ran over to her friend, a confused Blueblood following. The pale-blue unicorn startled, and then gave a grin of equal parts nervousness and relief as she recognized Rarity. The dress that the flamboyant seamstress had made for her was the same shade of purple as her old hat and cape, with several tiny yellow, teal, and deep-blue stars 'embedded' in it. A star-shaped hairclip held her silver mane in place, most of it pulled back but a sizable lock hanging down in front of her face to hide her cybernetic right eye and the scar that ran across it.

"Hey, Rarity" she greeted. "…Who's he?"

"This is Prince Blueblood" Rarity replied, her expression and vocal tone making her distaste abundantly clear to Trixie, who could quickly tell that this stallion was one of those stuck-ups that infested Canterlot.

"I see" Trixie said, keeping her expression carefully neutral as she turned to the stallion. "So… Blueblood, was it?"

"Prince Blueblood" he replied in a snooty tone.

"…Right" Trixie said with an utterly deadpan expression. "So what are your interests, Prince?"

"Well, I enjoy taking cruises in my royal air-yacht and looking down at the commoners below me, gracing the lower classes with my presence (so long as I don't have to touch them)…"

As he droned on about his jerkishness, Rarity and Trixie shared exasperated looks. Silently, Trixie reached out and laid a comforting hoof on Rarity's shoulders.

"I say, Blueblood, is that you?" an intolerably snooty-sounding stallion's voice was heard.

The trio turned to look as two more unicorns walked over. The male had a gray coat with black mane & tail, while the female had a pale-yellow coat and a pale-purple mane & tail with a white streak. Both were wearing extravagant outfits for the Gala, and both carried themselves just like Blueblood did. Rarity suppressed a groan; 'Oh no, two more of him' she thought.

"Jet Set! Upper Crust!" Blueblood greeted. "Fancy meeting you two here!"

"Wouldn't miss it for the world, old boy" Jet Set replied. "Of course, it would be nicer if the Gala were a bit more… exclusive in who was allowed to attend…" As he said this, he chanced a look at an upper-middle-class couple, an earth-pony stallion and unicorn mare.

"Quite so, Mr. Set" Blueblood said. "The lower classes, the non-unicorns…"

Rarity and Trixie repressed simultaneous groans.

"And how have you been, Ms. Crust?" Blueblood inquired his snooty friend's equally-snooty wife.

"The party's been fine, but I had the most dreadful experience a few days ago" the stuck-up noblewoman replied. "I was walking along the market street when I accidentally brushed against a – ugh – manual laborer. Naturally, I endeavored to gain some distance, and in the process I lost my footing and strained a muscle in my leg. I could hardly put weight on it until my maid used her healing magic half an hour later! Oh, it was the worst pain imaginable!"

"Hah!"

The nobles jumped in surprise at Trixie's sudden exclamation, turning and seeing a rather angry look on her face. "Excuse me?-!" she said. "I'm sorry, but you don't get to complain about pain around me! I'd bet you've never done a minute of honest work in your life, and I'm damn sure that you'd fold like a house of cards if you'd gone through what I have. Tell you what…" she reached a hoof up and lifted her mane, exposing her right eye, causing the three nobles to gasp. "Why don't you go get your eye slashed out by a raging beast half again your size, with no magic to protect you, and then talk to me about pain?-!"

There was shocked silence except for Trixie panting lightly, her scar-crossed mechanical eye gazing at the shocked and slightly unnerved nobles. She put her hoof down, letting her mane hide her eye again, and then turned and walked away. Rarity shot Blueblood and his cronies a glare, and with a "Hmph!" she turned and walked after Trixie, catching up and stepping side-by-side with her.

"That…" Trixie huffed "is why I've never been able to stand the upper class. Sorry you had to see that."

"Oh, no trouble at all" Rarity replied. "I am wholeheartedly in agreement. The first few upper-classers I've met in my life were rather pleasant, humble, and open-minded, but it appears they were the exception to the rule."

"So how bad was your 'date'?" Trixie asked.

And so Rarity launched into a tirade about Blueblood, Trixie nodding at the appropriate moments as her friends described exactly what she'd expected. They were so absorbed in their conversation that they bumped into someone else.

"Oh, I'm so sorry, I wasn't…" Rarity's apologies were cut off as she got a good look at the mare. She had a white coat and red eyes, and a simple bowtie was the extent of her fancy dress for the evening. But three characteristics stood out to Rarity: her musical note Cutie Mark, the pair of goggles hanging around her neck, and her wild, untamable two-toned blue mane. The eyes of Rarity and the new mare widened simultaneously.

"Vinyl?" Rarity asked.

"Rarity?" Vinyl Scratch replied.

They were still for a few seconds, and then both let out simultaneous gleeful squeals of "Cousin!" as they latched onto each other in a hug, to Trixie's bemusement.

"Wow, what're you doing here, cuz?" Vinyl said.

"I should be asking you the same question, darling" Rarity replied. "You loathe this type of get-together, don't you?"

"Yeah, but I'm here for Tavi's sake."

"…Who's Tavi?"

"Vinyl?" a new, refined voice called. "Who is that you're with?"

Rarity looked… and gasped as she laid eyes on a certain, rather famous earth pony, a grey coat with black mane & tail, a pink treble-cleft Cutie Mark.

"O-Oc-Octavia Sharp?" she stammered.

"Yo, Tavi!" Vinyl grinned. "Meet my cousin Rarity!"

Octavia's eyes widened. "Rarity Belle?" she asked, surprised. "Vinyl, you never told me your cousin was a famous dressmaker!"

Vinyl chuckled. "Did you ever ask?"

Octavia's expression became a deadpan one in response. She shook it off as she walked over to Rarity, exchanging pleasantries. After a little of this, another pony joined the group.

"Whew!" Pinkie wiped a forehead across her brow. "I love playing with those kids, but it's a bit tiring. Thank goodness Spike agreed to watch 'em for a few minutes while I…" she trailed off as she stared at the musician next to Rarity, eyes going wide. "…Octavia?"

Octavia looked confused for a few seconds, before shocked recognition set in. "Pinkamena?"

Pinkie winced. "That's not who I am anymore, cousin" she replied, her tone unusually morose. "I threw that part of me away when I ran away from… that place."

"Wait" Vinyl interrupted. "Tavi, you never mentioned you were related to Pinkie the Premier Party Planner Pink Pony of Ponyville!"

"And Pinkie, you never told me you were related to one of the most famous and accomplished cellists in Equestria!" Rarity added. "…Though I guess I never told you that the famous 'DJ P0N-3' is my cousin, either…"

"And I had no idea that my missing cousin was even alive, much less friends with an accomplished designer who apparently happens to be my best friend's cousin" Octavia said. "Pinkame… Pinkie, I haven't seen you since we were six years old! Mother mentioned how you'd had a nasty falling-out with your family and ran away, but I never heard anything after that. You dropped off the grid; we all thought you were long dead!"

Pinkie sighed. "It's a long and really depressing story, Octy. I'm kinda taking care of a bunch of kids right now, and I don't really wanna tell a tale that'll get me all depressed when I'm in the middle of that. We'll talk afterwards?"

"S-Sure" Octavia replied.

Pinkie's expression brightened considerably as she turned to Octavia's company. "Hey, Scratch! What a surprise seeing you here! I can't believe you're my friend's cousin!"

"I know, huh?" Vinyl replied, offering a hoof-bump which Pinkie quickly returned. "I haven't seen ya since we did that gig down in Ponyville for the New Year's party. Sorry I couldn't make it for the Summer Sun Celebration this year."

"Eh, it's okay. In case you hadn't heard, things got… kinda hectic."

"Understatement of the frickin' millennium" Rarity murmured.

"So what've you two been up to?" Scratch asked the two Element-Bearers.

As that quartet continued their conversation, Twilight sat at one of the tables with Cadence, munching on a snack. Fortunately, word seemed to have spread that Twilight was to be left alone by those not part of her inner circle, so she was free of any further panic attacks. She was just starting to finally relax when she caught sight of two familiar faces approaching her.

"Applejack?" she asked. "What's wrong with Fluttershy?"

AJ let out a sigh as she escorted the frazzled, depressed-looking pegasus over to a seat at the table, before then taking a seat herself. "It seems that I ain't the only one havin' a cruddy night here" the cowgirl replied wearily.

"I just…" Fluttershy sniffled. "I j-just wanted to make friends with the animals. But they…"

Cadence put a comforting wing over the distraught girl's shoulders.

"And I've barely made any money at all" Applejack added. She let out a deep, despondent sigh. "So much for Granny Smith's new hip…"

Any further lamentations were cut off by Shion running up. "Girls, something's wrong" she said, controlled panic in her voice. "I got bored and decided to meditate, and when I did I sensed a big dark presence approaching. Trouble's coming; we need to find Celestia and get the nobles out of here before-"

There was a short, surprised scream from one of the nobles as a dark creature – a Shadow Heartless – emerged from the wall next to her. A blast of magic from Aqua hit it just as it leapt at the frozen-in-shock mare, destroying it and leaving her unharmed. In response, scores of Heartless began appearing. Very quickly, the mood of the party shifted; the civilian attendees began panicking, while Royal Guardsmen, dimensional-coalition personnel, and mingling Project Corona agents sprang into action, some heading off and engaging the dark creatures while others began herding the civvies to safety. The coalition's three present spec-ops teams assumed their normal forms (if they weren't in them already) and readied their weapons.

"Just like the Governor's Ball in New Ostia…" Teana grumbled. "Can we go to one fancy shindig without it being attacked? Is that too much to ask for?"

"Alright," Aqua shouted, "pick your targets and attack at will! Let's chase these things off!"

She rushed a pack of Soldiers and Neoshadows, and the others followed in her wake.

-CHAPTER END-

Next Time: Three boss fights