The Adventures of the Power Ponies

by Sunset JJ

Join the Masked Matter-Horn, Filli-Second, Mistress Mare-velous, Zapp, Radiance, Saddle Rager, Hum Drum and assortment of charterers as they wacky adventures in Maretropis

44. Burned Part 2

The Adventures of the Power Ponies

#44-Burned Part 2

Twilight was in her study when a knock came at her door.

"Come in," she said, looking up from the book on Ancient Anugypt she'd been reading.

"Um, Twilight?" Spike said, opening the door a crack. "There's, uh, some pony here to see you."

Taking a deep breath, Twilight stood up from her seat and straightened her purple pantsuit. "Let her in, Spike."

Nervously, he opened the door further and in stepped an all too familiar mare dressed in a white pantsuit.

"Very fancy place you've got here," Sunset Shimmer said, looking around. "I always said you'd be living in a penthouse one day."

"Leave us, Spike," Twilight said.

"A-Are you sure?" the dragon stammered.

She nodded. "There are some sapphires in the kitchen for you."

He didn't squeal in delight as he slowly shut the door on them.

"By the tone of your voice," Sunset said, her joyful expression turning serious, "I'm guessing this isn't a friendly social call."

"Sadly, no," Twilight said. "I need your magical consultation on a…project."

Sunset smirked. "For Sparkle Labs, I presume."

"Yes," Twilight said quickly. "But it is very top secret, and any information I divulge here cannot leave this room."

Using her hoof, Sunset made a zipping motion across her lips. After a quick glance around, Twilight placed her hoof on her old friend's shoulder and brought her close.

"Did you bring the book I asked you for?"

With a nod, Sunset gestured to her red saddlebag. "The feds confiscated my books upon my arrest, but luckily they didn't find the one I'd hidden under the floorboards of our dorm room, locked in a safe which could only be opened by my magic."

Twilight glanced down at the bag. "How did you get it back?"

She shrugged. "Called in a favor from one of our old professors."

Her eyes lingered on the bag before Twilight shook her head. "We should be talking someplace more private."

Sunset appeared confused, which was rare for her. "What's more private than here?"

After glancing around once more, Twilight tilted her head towards the bookcase and walked over to it. Sunset watched in bewilderment as Twilight took down a picture of her and Spike, used her magic to make a security panel appear and then went through all her peculiar security scans.

Sunset came up to the bookcase just in time to see Twilight pull out a book titled Don't Cry After Sunset.

"I'm flattered," Sunset said bluntly as the bookcase opened up. "Though I must say, the saliva scan was kind of overkill."

"Few ponies know this room exists," Twilight said, taking Sunset's hoof to lead her in. "Spike knows about it, but I've never brought him inside."

As the bookcase closed behind them, Sunset's eyes widened as she took in the sight of Twilight's private study.

"This is…this is…" Sunset stammered. "Incredible!" She rushed to the cauldron in the middle of the room. "Our old cauldron!" She ran to the bookshelves. "Our crystal ball! That dragon's claw we, err, borrowed from our old biology lab!"

Reaching her hoof up, she ran it along the spines of the books. "Necromancy, Raising the Dead for Dummies, you kept them all! Wait. Does that mean…? Yes!"

Her horn glowed green and levitated a book from the shelf. "Forbidden Spells: A Reference Guide!"

She opened the book to the title page with the message from S.S. written upon it. She looked up at Twilight as tears started forming in her eyes.

"You really haven't forgotten, have you?"

Twilight gave a small smile as she used her magic to close the book and put it back on the shelf. "As much as I'd like to reminisce about the past, we must discuss…"

"Is that what I think it is?"

Turning around, Twilight saw that Sunset's attention was on a necklace kept inside a glass dome on the shelf. The necklace was shaped like a dark gray alicorn, with a red jewel in the middle.

"The Alicorn Amulet," Sunset said in awe, reaching up to touch the glass. "Wherever did you get this?"

"The Masked Matter-Horn," Twilight said quickly, gently lowering Sunset's hoof with her own. "After she got it back from the Great and Powerful Trixie, she insisted that it be kept somewhere safe, and you know how Sparkle Labs is famed for its tight security."

"I certainly do," Sunset said with a smirk. "You know it's funny. I really thought you would've left all this dark magic business behind, after my arrest."

"Believe me, I tried," Twilight said, gazing at the shelves of spell books. "But…the information can be useful for good instead of evil."

"That's what I told the police! But they didn't believe me!"

"Anyway," Twilight said, taking a deep breath, "I know you're trying to turn over a new leaf, and this might get you in trouble with your parole officer, but I needed to ask you about a spell we came across in our junior year that you were very interested in and…"

"Which one?" Sunset asked without hesitance.

A little surprised at her eagerness, Twilight replied, "The Phoenix Charm."

Grinning, Sunset levitated an old thick book out of her bag and placed it on a lectern in the corner of the room.

"I was hoping you'd ask." Using her magic, she flipped through the pages. "I saw that viral video of the museum thief last night, and recognized the spell instantly. Did you see it? To think, some pony with magic strong enough to perfect the Phoenix Charm!" Her eyes became dreamy. "Oh, if I had been there to see it in person!"

"Yes, well," Twilight said, clearing her throat, "this thief concerns me. The items she stole are invaluable in terms of power, and they cannot be sold as they are too recognizable. Not to mention she deliberately removed the jewels from those cuffs."

"So if she's not after power or money, what do you figure she's after?"

Twilight shrugged. "The thrill of the steal, I suppose. So far she's outwitted highly advanced security measures without leaving so much as a clue. And since Sparkle Labs has one of the most top notch security systems in Maretropolis…"

"You figure she's going to strike there next."

Twilight nodded. "We have to figure out everything we can about this thief, be ready if she does show up."

"Ooh, I love a good mystery!" Sunset turned to her friend. "It'll be like when we took down that egg-smuggling ring!"

With a snort, Twilight said, "Only this time, we won't get a dragon out of it."

"Who knows? When we're through, we could get an actual phoenix for a pet!"

They both chuckled as Sunset stopped at a bookmarked page.

"Here it is," she said, placing her hoof on the page. "The Phoenix Charm." She shook her head. "Remember when we were teens, and this spell baffled us so much?"

Twilight snickered. "Your mental gears were turning so much, steam was coming out of your ears!"

"Hey, don't forget that night you stayed up reading this page over and over, running on ten cups of coffee!" Sunset scoffed. "Gosh you were crazy when you were obsessed with something!"

"Err, yeah," Twilight said with a blush. "But we're older and smarter now, so maybe, if we put our heads together, we can figure out how the Phoenix managed to pull this off." She rubbed her foreleg awkwardly. "That is, if you're up for the challenge."

"You kidding?" Sunset said, placing her hoof on her hip. "Since when have you known me to turn down a challenge?" She winked at her friend. "It'll be like old times."

"Yeah," Twilight said, running her hoof along the open page. "Like old times."

---

The bowl of sapphires was sitting there on the kitchen counter, but Spike didn't feel hungry. The idea of Sunset Shimmer, the mare he'd been warned about all his life, being in his home was making him nauseated. Although it was good that Twilight was trying to make amends with her old friend, he couldn't help but worry about his guardian associating with a formerly incarcerated dark wizard

He almost decided on eating a sapphire when his cellphone rang. When he read the caller ID, he cocked his eyebrow in bewilderment.

Picking up the phone, he said, "Hey Applejack. Something wrong?"

"Wrong?" Applejack said on the other line. "Nothing's wrong. I thought I'd just…say hello to a colleague."

This confused him even more. All the Power Ponies' had exchanged numbers in case their commlinks ever went offline, but he didn't expect any of them to call on a personal matter, much less Mistress Mare-velous. He didn't take her for the sociable type.

He heard a sigh on the other end. "Actually, something is wrong. Not hero-wise. Actually, it has to do with our case, but…" She sighed again. "You've known Twilight much longer than any of us. Has she always been…secretive?"

Even though she couldn't see him, Spike shrugged. "Pretty much. I mean I probably know more of her secrets than anybody, but when she's facing personal stuff or something, she kind of…shuts down, closes every pony off, even me."

"I've noticed," Applejack said in a blunt tone. "I mean you know I know about her, uh, 'dark interests,' and I get why she can't really talk about that so openly, but…what's the deal with her and that Sunset Shimmer?"

Spike blinked a few times. "Oh. Right. You saw her at the reunion."

"I've tried askin' her about it, but every time I do, she quickly changes the subject."

"Yup," he said, grabbing a sapphire from the bowl. "That's Twilight for you."

"I understand if it's too painful for her to talk about, but we're her teammates, Spike. She's always talkin' about how we should work as a team and trust each other. We already trust each other with our secret identities, why can't she trust us about her personal life?"

With a sigh, Spike bit into his gem. "She doesn't want ponies to think she's vulnerable." After chewing a little, he swallowed. "After all, she's supposed to be the most powerful pony in Maretropolis, both as the queen of the business world and the heroic guardian of justice. She thinks if she shows the slightest bit of weakness, no pony will take her seriously."

"Guess I can understand that. Ever since my parents…well, ya know, I…"

"Put up a wall?" Spike said, placing the gem on the counter.

There was a pause. "It's that obvious, huh?"

"Maybe a little."

That got him a chuckle. "But she shouldn't have to feel that way with us."

"Us more than anyone, because we know that she is more than just one mighty mare. She's two."

"She should at least talk to me. I mean I feel she should. After all, she showed me her secret cave of darkness."

Spike giggled.

"Which is why I know she and this Sunset Shimmer were very close. She said she made a mistake that cost her a friend, and one of them books has the initials 'S.S.' in it."

"Well, for starters, you should know I've never met Sunset Shimmer until today. At least, she's met me but I don't remember. From what Twilight told me, not only did they go to Celestia's school together, but they were roommates at Canterlot University. They were both studious, except Sunset was a bit more outgoing, always trying to coax Twilight out of her shell.

"In fact, they were walking back from a late night party when they came across a gang smuggling dragon eggs."

"Dragon eggs?" Applejack said, sounding intrigued.

"Yup," Spike said, proudly pointing to himself. "Guess who was in one of the eggs?"

"So…you never knew your real parents?"

"Nope," he said, as if the fact didn't bother him. "I mostly stayed at Mr. and Mrs. Sparkle's house while Twilight was at college, but she and Sunset would come by often. Twilight says Sunset was like a second mother to me. Which might explain why she was so excited to see me when she came in."

"Came in? You mean Sunset's over there now?"

"Yeah. Twilight said she needed to talk to her about something."

"Where are they now?"

"I left them in the study."

"Her study, study, or her private study?"

"Well, uh…the study, study, I think."

There was another pause. "Spike, exactly how close were Twilight and Sunset?"

He leaned back on the counter. "Twilight says Sunset was more than just her friend. They were practically inseparable. They ate lunch together, walked to class together, did their homework together; even if they were in separate classes."

"And…they worked on dark magic together."

Biting his lip, Spike replied with a hesitant, "Y-Yes."

"And…Sunset was sent to jail for it, but Twilight wasn't."

The dragon scratched his spines absentmindedly. "Err…y-yeah I…guess that's what…"

"Ya really think it's smart to leave them alone together, Spike?"

Worry welled up in him. "You think Sunset's going to turn Twilight to the dark side?"

"Dark magic aside, should two ponies that inseparable really be left alone?!"

At a loss, he said, "What do you mean?"

There was a thump, which he assumed to be a face-hoof. "I keep forgettin' you're only ten."

---

"But it's as you said," Twilight told Sunset. "The spell is brilliant in theory, but impossible in practice."

"Not necessarily," Sunset said, tapping her temple. "Sure, burning oneself to a crisp for the sake of healing oneself may not be the most logical move, but if it works for phoenixes, why not other beings?"

Rubbing her chin, Twilight said, "I remember you talking about combining the Phoenix Charm with a fireproofing spell."

"Yes, I considered it at one point. But the point of the spell is to burn your injured body so it can transform into a completely healed one. If you fireproof yourself, the flames won't heal you."

"Then I suppose the spell wouldn't work on dragons, huh?"

"Did you see the video of the thief performing the spell?"

Twilight gave an exhausted sigh. "Hundreds of times."

"Think, then," Sunset said, leaning on the lectern. "What did you notice about the spell, other than the flames?"

Taking a deep breath, she decided to go over the video step by step. "First, the thief's horn illuminated, then flames emitted from the tip of the horn, spread all over her body and went down to her hooves."

Sunset smirked. "Played it in slow-mo, I see."

Twilight started pacing. "When the flames diminished, she had completely disappeared. A second later, there was a sudden burst of flames several feet away and…"

She stopped in her tracks. "Several feet away." Her head shot up. "Several feet away." She clapped her hooves in triumph. "Several feet away, oh my gosh, she teleported!"

"There it is," Sunset said, pointing at her.

"It makes sense!" Twilight exclaimed, walking back to Sunset. "When you teleport, you're already breaking your body apart until billions of atoms and sending them from one place to another, so to expose yourself to the phoenix-like flames at the same time…"

"…would induce the healing effect…"

"…without inflicting any physical pain…"

"…because when you're in a teleporting state…"

"…you're already broken up…"

"…and by the time you get from Point A to Point B…"

"…your body is fully restored!" they finished together.

A few seconds after they said this, Twilight realized that she was grasping Sunset firmly by the shoulders. Sunset glanced down at Twilight's hooves, a light blush coming to her cheeks. Also blushing, Twilight released her and took a step back.

"I've missed this," Sunset said softly.

Twilight placed her hooves on the open book and tried to turn her attention back to it. "Me too. With all that's going on at work, it's hard to find someone to talk to about these things." She hung her head. "It's…not as easy as it sounds, being who I am. I feel like I'm always pretending for some pony."

She heard Sunset take a step closer. "You never have to pretend with me."

With a small smile, Twilight said, "Yeah. We were quite the team, weren't we? There hardly was a problem we couldn't solve."

Glancing down at the book, Sunset said, "That's not…all I've missed."

Twilight stiffened as she felt Sunset's hoof slither over hers. She watched as the golden hoof massaged her lavender one gently.

"Remember that night?" Sunset asked. "The night we finally perfected the Flight Spell?"

Twilight looked up to meet her gaze. Sunset's pupils were so dilated, the green irises of her eyes were nothing but two thin slivers.

"We were so excited, jumping up and down our dorm room," Sunset said, her hoof snaking up Twilight's foreleg. "Your wings, flapping wildly about."

Her hoof stopped at Twilight's shoulder, her other hoof settling on the other shoulder.

"You swung me around in your strong forelegs," Sunset whispered, moving closer to her, "and…in the heat of the moment…I did the unthinkable."

Twilight couldn't move. She even forgot how to breathe. All she could think about was how close Sunset was to her now. So close, her abdomen was moving against hers. It froze her more than any paralysis spell.

Just like their last night together.

"Do you ever think about that night?" Sunset asked, her hoof hooking around Twilight's neck.

Twilight finally opened her mouth. When she spoke, her voice was devoid of breath.

"S-Sometimes."

Sunset leaned forward to whisper in her ear. "I do. Every night."

Snapping back to reality, Twilight took a step back. "Sunset, I…sorry, but…this really isn't the time. Nor place."

"Why not?" Sunset said, stepping forward. "We're alone. No one can disturb us. Not to mention…"

Not watching where she was going, Twilight backed into the cauldron and nearly toppled it over. After she had levitated it back into place, Sunset slammed her hooves on either side of Twilight, gripping the edge of the cauldron. Twilight trembled upon seeing the fires of desire within her fillyhood friend's eyes.

"…it's been ten years," Sunset whispered. "Memories of our first, and last, night together were all that kept me sane in that prison cell." She made contact with Twilight's hoof again and slid hers up her friend's foreleg. "That, and…"

Her lips came so fast, Twilight couldn't stop her. Her eyes wide open, Twilight stared at Sunset as she kissed her firmly, but tenderly.

They were just as warm as the billionaire remembered.

When Sunset pulled away, she kept her eyes closed as she whispered, "Let me help you forget about your troubles, Twilie." Her horn glowed as she moved her hoof to Twilight's chest. "In here, you don't have to pretend. When we're together," in one swift motion, her clothes fell to her hooves, "neither of us has to pretend."

As Twilight stared at Sunset's naked body, her memories of their one night together came flooding back. As she felt Sunset's hoof slide under the front of her blouse, and the other reach down to her flank, Twilight, for the moment, forget about everything else. The stress of running a multi-billion-bit company, the stress of leading an elite team of superheroes, the stress of tracking down a master thief, Flash. All of it seemed to fall away.

To think she had spent all this time worrying about seeing her old friend again, when her old friend was acting like nothing bad had passed between them. In fact, she was picking up where they had, quite literally, left off.

Sunset, the pony she'd confided in for so long. The only one who could match her intelligence. The friend who wouldn't fail her, even when Twilight had failed her.

Decidedly, Twilight closed her eyes and said, "I've missed you, Sunset."

Pulling her naked friend fully against her body, Twilight pressed her lips against hers. Laughing in her throat, Sunset pushed herself against Twilight, causing them both to fall into the cauldron.

---

"So…what you're suggesting is," Spike said, still talking to Applejack on the phone, "Twilight and Sunset may have been…more than just friends?"

Applejack appeared to hesitate on the other end. "It's…possible."

"So," Spike said, scratching his temple, "they were like…sister soulmates or something?"

There was a groan. "This is really a conversation you should be havin' with Twilight."

---

Twilight didn't know which was more exhilarating, the feel of the body rubbing against hers or the hot water lapping against her skin. She and Sunset were entangled in the cauldron, which the latter had filled with bubbling water, courtesy of her magic.

"Admit it," Sunset said, nuzzling her neck. "Admit that you've missed this."

Twilight gasped as Sunset grabbed her flank. "M-Maybe…a little?"

"See?" she said, running her tongue along Twilight's neck. "You don't need that stupid policecolt. He didn't appreciate you the way I do."

The mention of Flash snapped Twilight back to her senses. She looked down at the mare wrapped around her body. What was she doing?

"S-Sunset," Twilight stammered, attempting to push her away. "We really…we shouldn't be…I'm with Flash!"

Sunset scoffed. "Don't give me that." She tightened her grip on her. "The asshole dumped you after forcefully kissing you. Talk about needy!"

Twilight's eyes widened as she pushed hard against Sunset, placing her at foreleg's length. "How did you know he kissed me?"

Sunset blinked. "It was…in the news?"

The billionaire shook her head. "I never told any pony about that. Not even Spike."

Sunset's mouth opened, but no sound came out. She glanced around anxiously, as if trying to find an excuse. Twilight watched her with growing suspicion.

"C-Come on, Twilight," Sunset said, forcing a laugh. "You know how good I am at deducing these things! I even knew which sandwich you'd eat at the reunion!"

"But how could you have known about the kiss unless you were…?"

A sick feeling welled up in Twilight's stomach as she started to realize the dangerous situation she was in.

"Get out," she said firmly.

"Twilie?" Sunset said.

Narrowing her eyes, Twilight started climbing out of the cauldron. "Get out. Now."

"B-B-But," Sunset said, swimming to the cauldron's edge, "we were just having a moment!"

Growling in fury, Twilight used her magic to levitate the naked mare out of the cauldron and open the passage door. She then magically tossed Sunset's clothes and saddlebag into her hooves.

"Twilie, let's be reasonable…" Sunset started to say.

"Get out!" Twilight shouted. "Before I call my bodyguard!"

Not wanting to enrage her any further, Sunset ran out of the study. When she threw open the door, Spike was standing there. He opened his mouth as the naked mare ran past him, carrying a bundle of clothes. Now, it wasn't unusual for ponies to be running around naked, but seeing as Sunset had arrived with clothes on, the question of why she would take them off made Spike scratch his head.

He stepped into the study and saw that the passage door was open. As he peered inside, he found Twilight using her magic to angrily pull her clothes back on.

"Um…Twilight?" he asked.

She spun around, a deep red blush on her cheeks.

"What's going…?"

"Get out!" she snapped.

Holding up his hands, Spike backed away from the passageway and out of the study. Sighing heavily, Twilight stepped out of the passage, closed the door, and collapsed into an easy chair. She put a hoof to her aching head.

A knock came at the door, making her groan. When she gave no answer, the door opened and Bon-Bon peered in.

"Miss Sparkle?" the driver said.

"What is it?" Twilight mumbled, not turning to look at her.

The unicorn felt something drop into her lap. Opening her eyes, she saw a file bearing the word CLASSIFIED stamped in big red letters.

"It's not my department," Bon-Bon said, folding a hoof behind her back, "but I was able to pull a few strings."

Twilight took the file in her hooves. "Thank you, Bon-Bon. You can expect a bonus on your next paycheck."

"Thank you, ma'am," Bon-Bon said, bowing slightly before taking her leave.

"Say hello to Lyra for me," Twilight called just as the door was closed.

She opened the folder to find a personnel record for Canterlot Maximum Security Prison. The form contained four hoof prints, some physical details of the prisoner, and a mugshot. The name on the file was Shimmer, Sunset.

Turning the page, Twilight found a page from a yellow legal pad with some notes scribbled onto it. From a psychologist, Twilight assumed. Sunset's name was at the top of the page. Twilight read the words "easily distracted," "excellent memory," "possible superiority complex," "peculiar obsession with brain puzzles," and "has tendency to change the subject, especially concerning friend Twilight Sparkle."

As Twilight squinted at the page, a thumb drive fell out of the folder. She picked it up with her magic and saw Sunset Shimmer's name on the label.

"What happened to you, Sunset?" she murmured.

---

Hours later, Twilight was sitting at her desk with her laptop open in front of her. The thumb drive had contained hours of audio recordings of Sunset's sessions with the prison psychologist, Dr. Bliss.

"Let's talk about your former roommate," said a mare's voice belonging to the doctor, "Twilight Sparkle."

There was a groan belonging to Sunset Shimmer. "Why do you keep bringing her up?!"

"She was your best friend, wasn't she? And the mare you used forbidden magic on."

"Yeah, I did it," Sunset said in a disgruntled tone. "We've established that, haven't we?"

"You just seem angry every time we bring her up."

"I'm not angry!"

"Alright. You're not angry. Still, you've been in here for a few years, and you've yet to receive a visit from her."

"Did the miller's daughter want the annoying little dwarf to visit? Can't the straw remain straw?"

There was a sigh from the doctor. "Keep spouting riddles like this, and they might place you in a more…appropriate institution."

"If you mean the nut house, be my guest. I hear the rooms are a lot cushier."

Twilight felt herself growing sicker as she continued listening to Sunset's ramblings. Another hour passed until she got to the very last recording.

"I'm really impressed with your progress, Sunset," Dr. Bliss said. "The warden claims you're a model prisoner."

"What can I say?" Sunset said in a calm voice. "After ten years, this place has grown on me."

"Are you nervous about your parole hearing?"

"Should I be?"

"Well, you're doing so well, you might be granted early release. Do you believe you're ready to re-enter society?"

"Well, I'm definitely not the same pony I was ten years ago. I realize I've been going about this all wrong, and that I should take a different approach."

"To life?"

"You could say that. You could even say that I've been…reborn."

There was a knock at the door and Twilight paused the recording. "Come in."

Spike opened the door a crack. "You, uh, still in a bad mood?"

Twilight shook her head and gestured for him to approach.

"A letter came in just now," he said, holding up an envelope. "No return address, but…"

Twilight looked at the envelope and her eyes widened. On it, written in fancy cursive were the words The Masked Matter-Horn. With a gulp, Twilight took the envelope with her magic, opened it and read the typewritten message inside. Spike watched as his guardian's face grew pale.

"W-What's it say?" Spike stammered.

Twilight lowered the letter, wearing a look of determination. "Leave the room, Spike, but wait at the door."

He knew better than to argue and obeyed her command. Once the door was closed, Twilight clicked on the webcam icon on her computer and waited for the video window to open. The moment she saw her face onscreen, she pressed the record button.

---

Ten minutes later, the study doors burst open, making Spike jump back from them. Twilight had summoned her wings and Matter-Horn attire. She used her magic to adjust her goggles as she stormed past the dragon.

"Twilight?" Spike said, running after her. "What's wrong?"

"Spike," the Matter-Horn said, turning to him. "I need you to listen very carefully." She levitated a thumb drive into view and placed it in his claw. "If I'm not back in an hour, gather up the team and show them the video on here."

He looked up at her worriedly. "What are you talking about? Where are you going?"

Using her magic to open a window, she replied, "To catch a crook," and flew out.

---

The Masked Matter-Horn paced back and forth on the roof of an old apartment building standing at a street corner. She levitated the letter in front of her face, reading its contents for what felt like the hundredth time.

"Maybe I was wrong," she muttered.

Deep inside, she hoped she was wrong. But the evidence was clear. There was no other explanation. She kept searching in her head for one, but none came.

But if she was wrong, then perhaps the thief wouldn't show up.

"Figured it out then, did you?" said an all too familiar voice.

The Matter-Horn shut her eyes in disappointment. She didn't need to turn around to see who it was.

"The phoenix," she said. "The phoenix is the creature that keeps coming back, that rises up from the ashes."

"And who, Matter-Horn," the voice said, taking a step closer behind her, "is the Phoenix?"

The hero took a deep breath and repeated the message that had brought her here. "Come alone to the place where our names meet."

She opened her eyes, which were glassed over with oncoming tears. "On the corner of Twilight Avenue…"

She turned around, facing the Phoenix. "…and Sunset Boulevard."

The Phoenix grinned in triumph as she powered her horn. "Very good, Twilie."

The Matter-Horn didn't even bother to block or dodge her attack.

---

In a cozy little teashop, Fluttershy and her new beau, Delancey, were sitting at a table, laughing.

"And then she said," Delancey said, shifting his voice into a higher pitch, "'Peanut Butter Hoof? Yuck! Not even with Jelly!'"

That made Fluttershy laugh so hard, tea squirted out of her nose. It was scorching hot through her nostrils, but she was too busy laughing to care.

"Oh, Delancey!" she exclaimed. "I've never known any pony as funny as you!"

Delancey smiled at her. "And I've never known any pony with an adorable laugh such as yours."

A touch of pink rose to her cheeks. "I'm so glad you like this place. Most ponies I know are more into coffee shops than teashops."

Delancey glanced around. "Can you keep a secret?"

Nodding, Fluttershy leaned in closer.

"I'm not much for drinking tea," he whispered.

Her eyes widened. "Then why did you agree to come here?"

"To please you, of course," he said with a wink, making Fluttershy blush further. "Then again," he said, levitating his cup into view, "this ginseng isn't half bad. However," he levitated their plate of cucumber sandwiches, "couldn't they stand to cut off the crusts? They're the best part!"

Fluttershy giggled. "You're so strange."

He dropped the plate. "That's a good thing, right?"

She nodded. "You'd get along well with my friend, Pinkie Pie. She likes strange things too."

"When do I get to meet these friends you talk so much about?"

"Well, I've told them about you. I just need to find a time for us to—"

She was cut off by the sound of Spike's voice in her ear. "Code Red! Code Red! Power Ponies to Headquarters, now!"

Fluttershy bolted up from her seat, making Delancey cock his head. "Is something wrong?"

She shook her head. "Sorry, I…I just remembered I promised my roommate I'd…give her dog a bath!"

As she moved past him, he grabbed her hoof. "Do you have to bathe your roommate's dog right this second?"

"Err, yes!" Fluttershy stammered. "B-Because…she gets really cranky if she's not washed before bed! Yes. Sorry, I didn't want to cut our date short but I promised and…"

Delancey gave her a smile of admiration. "Always thinking of others before yourself, I see."

Fluttershy smiled back. "Should we meet here tomorrow?"

He kissed her hoof. "Until then, milady."

As she exited the teashop, Fluttershy squealed giddily in her head.

---

Fluttershy was the last to arrive at the tower. When the elevator doors opened, she found that the others were already suited up. Embarrassed, she pressed down on her butterfly bracelet and shut her eyes as her suit whooshed onto her body.

"What's going on?" Saddle Rager asked, looking around at her teammates. "Where's the Masked Matter-Horn?"

"That's the reason we're here," Humdrum said, holding up a thumb drive. "The Matter-Horn told me to bring you all here and show this if she wasn't back in an hour. Well, it's been over an hour and I'm worried."

"Wherever did she run off to?" Radiance asked.

"She said she was going to 'catch a crook.'" Humdrum inserted the thumb drive into a socket in the monitor's keyboard. "Hopefully whatever's on here will give us some answers."

A file explorer window popped up onscreen. The thumb drive contained only one file, a video labeled My Disappearance. With a gulp, Humdrum double-clicked on the video, opening it up.

The video started playing, showing Twilight Sparkle staring at the camera, her study in the background. Her face held a serious expression.

"Greetings, Power Ponies," Twilight said in a forcefully calm tone. "If you're watching this, it means I've been captured and or killed by the Phoenix."

Everyone gasped, Humdrum especially.

"I'm sorry, team," Twilight said onscreen, her voice cracking up. "But if the Phoenix is who I think it is, there's a chance I won't be coming back after this recording." She took a deep breath before continuing. "Just now, I received an anonymous letter in the mail." She levitated the letter into view. "It read: Come alone to the place where our names meet. Judging by the smell of brimstone on the letter, I can only assume this had come from the Phoenix. Well, that and…"

Closing her eyes, she hung her head. "I have a pretty good idea of who the Phoenix might be…and she was in my apartment earlier today."

Humdrum stiffened. "Wait. Does she mean…?"

"I know what you're thinking, Spike, and you're right." Twilight opened her eyes. "I have no doubt that the Phoenix is Sunset Shimmer."

Mare-velous' eyes widened while Humdrum put his claw to his mouth.

"Sunset Shimmer?" Fili-Second said. "Wasn't that…?"

"For those of you who don't know," Twilight said in the video, "Sunset Shimmer is an old foalhood of mine. Applejack, Pinkie, you may remember her from my school reunion last week."

"I knew it!" Fili-Second exclaimed.

"But what you may not know is that," Twilight said, shutting her eyes shamefully, "when we were teenagers, Sunset and I experimented with…dark magic."

Everyone, save for Mare-velous and Humdrum, gasped.

"There's no time to tell you the whole story, as the Phoenix is still out there, but to sum it up, she's the reason I became the Masked Matter-Horn. The last spell we worked on together was a Flight Spell, which was meant to grant the power of flight to any non-winged being. We wanted to use it on Spike, who was a baby at the time, because he didn't have wings like other dragons."

Mistress Mare-velous looked down at Humdrum and saw the tears in his eyes. That's how she understood that Humdrum hadn't known that part of the story.

"But we practiced it on ourselves first. Of course, you may have guessed, I was the one who perfected it first, except…I didn't know how to get rid of the wings. Sunset tried to help me, using every spell she could think of, but instead blew up our college dorm. When the security guards came and saw my wings, Sunset jumped in and insisted that she'd been the one who cast the spell on me, that I'd been an unwilling participant. She didn't struggle as the guards took her away, and I…I did nothing."

There was a pause as Twilight wiped away a tear. Inhaling deeply, she faced the camera again.

"I should have told all of you about my history with dark magic, but I was afraid you wouldn't follow me if I did. But you should know that since that day, everything I've ever done was to help others who can't help themselves, dark magic included.

"Now Sunset's been released from prison, and I thought she was willing to put the past behind us, but the evidence all points to her being the Phoenix, and that her goal is revenge on me."

She stared down at the letter. "If my theory is correct, she is asking that I meet her at the corner of Twilight Avenue and Sunset Boulevard. Of course, if I am correct, this means that the Phoenix knows I'm the Masked Matter-Horn, and might know some things about all of you as well, which means you are all in terrible danger if I'm unable to stop her. She's smart and unpredictable. Even if you face her together, she'll do her best to outwit you. If the Phoenix decides to let me live, I will try to stall her as long as I can.

"However," Twilight said, looking into the camera with determination, "if the Phoenix…defeats me, then I'm leaving Mistress Mare-velous in charge of the team."

The heroes turned to Mare-velous, who looked just as surprised as them.

"I know you can do it, Mare-velous," Twilight said, sounding sincere. "Any other information you need to know is in the Power Ponies' database, which Spike has full access to." Her voice cracked again. "Spike, if…I don't make it out of this, remember that…" Sniffing, she put her hoof to her muzzle. "I've never loved anyone more than you."

Humdrum buried his face in his claws, causing Mare-velous to wrap her hoof around him in sympathy.

"Stop the Phoenix," Twilight said, her voice faltering. "And take care of each other. Especially Spike." She sniffed. "Watch over him, Mare-velous."

Mare-velous looked up at the screen with wide eyes. Being named the Matter-Horn's successor was one thing, but she had certainly not been expecting that.

"Masked Matter-Horn," Twilight said, hanging her head as she raised her hoof, "over and out."

As her hoof came down, the video ended. The heroes stared at the blank blue video screen in silence for several minutes. Mare-velous looked down as she felt Humdrum clutch her hoof.

"She's not dead, Sugar Cube," she said softly. "I know she isn't." She turned to the others. "If there's one thing I've learned about our leader these past few months, she doesn't go down so easily."

"She's right!" Zapp said, pounding her hooves together. "The Masked Matter-Horn hasn't lost a battle yet!"

"Um," Saddle Rager murmured, "except for when the Phoenix escaped her the other night."

"Yes, yes," Radiance said, waving her hoof, "but even if her opponent is stronger and smarter than her, does she give up without a fight?"

Inhaling sharply, Humdrum wiped away his tears and uttered, "Never."

"Twilight's the reason we all came together," Mare-velous said, releasing Humdrum so she could address the entire team, "and now she needs us more than ever."

"So what are we standing around here for?" Zapp said, thrusting her hoof into the air. "Let's go save our leader!"

Mare-velous shook her head. "Let's go save our friend!"

"Yeah!" the Power Ponies said, coming together for a five-way hoof bump.

Humdrum jumped up in vain to reach their hooves.

"Any pony else weirded out by the fact that Twilight just admitted she uses dark magic?" Fili-Second asked suddenly.

Mare-velous looked at her, biting her lip guiltily. "Let's…save the questions for after the big rescue."

---

As the Masked Matter-Horn started coming back into consciousness, she didn't open her eyes immediately, for there was this incessant pounding in her head.

What did she hit me with? A truck spell?

She wanted to massage her head, but found that she couldn't move either of her hooves. Based on the tensing of her muscles as she struggled, she deduced that her front hooves were restrained above her head and her back legs sprawled out on the floor.

No, not the floor. My head is falling victim to gravity, which means I must be upright. Against a wall, perhaps. She twisted her hooves and felt cold metal against them. Cuffs. She doesn't seem like the pony to want to use a rope. Too easy to get out of. Still, cuffs aren't impossible to deal with either.

Despite her pounding headache, she tried igniting her horn, but something was blocking her magic. The attempt only made her head hurt more.

I shouldn't push myself just yet.

After waiting a few seconds, she finally had the strength to open her eyes. Her vision blurred a moment before coming into focus. The first thing she noticed was that there were no doors or windows. No way to escape. No way for anyone to peer in and see me trapped here. The only source of light was a dim bulb suspended from the ceiling, casting a yellow glow over the small room.

It was still enough light to help her see the disturbing sight.

The walls were decorated with photographs, newspaper clippings, and various other paper products…all featuring Twilight.

She recognized some photos of herself and Sunset Shimmer when they were schoolmates, but many photos were more recent. She noticed one photo of her outside Sparkle Labs, talking on her phone as she was getting into her car. Another photo showed her coming out of the car in front of the Power Ponies Headquarters. A picture of her apartment window made the Matter-Horn shiver.

The newspaper clippings bore headlines of Twilight Sparkle's exploits: "Young Scientist Starts Research Lab," "Twilight Sparkle Named Wealthiest Mare in Maretropolis," "Sparkle Labs Discovers Cure For Ponypox," "Billionaire Has New Beau." The last one had a picture of Twilight and Flash Sentry. A red "X" was crossed over Flash's image.

There were clippings of the Masked Matter-Horn's exploits too: "Anonymous Alicorn Assists in Arsonist's Arrest," "Masked Matter-Horn: Maretropolis' New Hero," "Masked Matter-Horn Defeats Magical Duelist," "Masked Matter-Horn and Mistress Mare-velous Form Superhero Team," "Who is the Masked Matter-Horn?"

Apparently, she found the answer to that question.

Among the photos and clippings, there were also copies of her personnel file from Sparkle Labs, her résumé, her driver's license, her school records.

How in the world did she manage to get ahold of these?

"Enjoying the view?"

Suddenly, the Phoenix's face appeared, hanging upside-down. Looking up, the Matter-Horn saw that the criminal was using her magic to levitate her hooves.

"As you can see," the Phoenix said with a smirk, "I'm a big fan."

The Matter-Horn grunted as she attempted to use her magic.

"Don't bother," the Phoenix said, righting herself up and lowering to the ground. "I couldn't very well make it too easy for you to escape."

She tapped her hoof on the tip of the hero's horn. It made a low clinging sound that suggested it was different from the metal cap she usually wore with her costume.

"A magical cuff?" the Matter-Horn said, attempting in vain to get a look at her own horn. "Where did you—?"

"Police station," the Phoenix said nonchalantly. "They have so many of them lying around, I bet they haven't realized this one's missing." She chuckled as she admired the bottom of her hoof. "That's how good I am."

"'Good' isn't the word I'd use," the hero said, scowling.

The thief scoffed. "Honestly, if I didn't know any better, I'd say you let yourself get captured. It was too easy!" She tsked. "Twilie, Twilie, Twilie, don't you know I hate it when you simply let me win?"

The Masked Matter-Horn's eyes narrowed further. "Take the mask off."

The Phoenix shrugged. "Alright, I suppose there's no use for it anymore."

Reaching up to her face, she ripped the mask off and shook her head as she let her flaming curly mane loose. Her green eyes bore directly into the hero's as she gave a smile of triumph. The Matter-Horn sighed sadly as she hung her head.

"I had hoped that I'd been wrong."

"But you weren't," Sunset Shimmer said, clapping her hooves. "Just like I knew you'd be! Though out of curiosity, how did you figure it out? Did I make it too obvious for you?"

The hero was silent for a moment. "I had my suspicions when you used the Phoenix Charm. I remembered how interested in it you were back in high school, and you were always the most adept at magic."

Sunset flipped her mane. "So true."

"But of course, I couldn't be sure." She raised her head to look at the criminal. "That's the real reason I invited you over."

Sunset shook her head. "I figured you were close."

"My suspicions arose when you mentioned my breakup with Flash, using details you couldn't have possibly known," the Matter-Horn said, glancing around the room, "unless you'd been stalking me."

"A careless error on my part," Sunset said, waving her hoof.

"But after reviewing your prison records…"

The thief snorted. "And I thought I was nosy! How'd you enjoy my psychiatric tapes?"

The Matter-Horn avoided her gaze. "It was your riddle that confirmed my theory." The rest she muttered. "You always loved riddles."

Sunset applauded. "Well done, Sparkle. You solved my identity almost as fast as I solved yours."

The hero met her eyes again. "How did you find out?"

"Please." Sunset scoffed. "How many lavender unicorns with purple eyes and indigo hair with pink and purple highlights have the ability to cast a Flight Spell? Not to mention the Freeze Ray was your favorite attack spell in combat class. Honestly," she said, waving her mask, "at least I made an effort to hide my identity! Though I must say," she tugged on the leg of her suit, "keeping my mane and tail hidden has been a bit constricting."

"But you wanted me to recognize you," the Matter-Horn said, finally understanding. "Why else would you send that riddle if you hadn't been expecting it? And at the Maretropolis Museum, you wanted to be caught."

"Correction," Sunset said, holding up her hoof. "I wanted to be seen." She chuckled. "Like I'd actually let myself be captured." She paused. "Again. So tell me, Twilie," she said, turning her back and walking over to the far wall of pictures, "why would I go out of my way for all of this?"

"You've already confirmed it's not about money or power. So there's only one other explanation."

She could not see Sunset's face, but she suspected she was still smiling maliciously. "And what, pray tell, is that?"

The Matter-Horn narrowed her eyes in determination. "Revenge. You want revenge on me, because you went to prison and not me. You pretended that you weren't mad, hoping to throw me off your trail, but you are mad. These robberies were only ploys to lure me in, so that you could have the perfect opportunity to destroy me."

Sunset hung her head. "Seems like the most logical answer, doesn't it? After all," she said, placing her hoof on a photograph of Sunset and Twilight at fourteen, "you didn't speak up when the Royal Guards took me away. On top of that, you didn't even bother to visit me in prison."

She clenched her hoof. "Thus, condemning me to ten years of crippling loneliness, keeping no company but the attentive guards, the condescending doctors, the sadistic cellmates, and my own solitary thoughts of self-destruction."

She released a low chuckle. "Yes, it seems like revenge is the next logical step. That is," she said, turning around, "if that wasn't it."

The Matter-Horn blinked in confusion. "What?"

"Oh, Twilie," Sunset said, shaking her head sadly. "Twilie, Twilie, Twilie." She stepped slowly towards her. "Do you really think I'd ever want to destroy you? You? My best friend in the world?" She cupped the hero's chin. "It hurts that you would assume the worst from me, Twilight."

"B-B-But," the Matter-Horn said, staring at her, befuddled, "I don't understand. If you're not going to kill me, then what is this all a—?"

"Sweet Celestia, Twilight!" Sunset threw her head back in an exasperated groan. "How is it that you can solve any math equation in the world, yet when it comes to personal relationships, you are positively dense?! No wonder Flash broke up with you!"

Now the hero was really confused. "What does Flash have to do with this?"

Sunset looked at her incredulously. "So I was right then. That night we spent together in our dorm was just some…college experiment to you, wasn't it?"

"That night we…?" The Matter-Horn shook her head. "We were teenagers! We were…in the psychosocial stage of identity versus role confusion…"

"And what about earlier today, in the study? Was that a case of identity versus role confusion?"

The alicorn's face turned red. "I…I…"

"Good gods, Twilight!" Sunset cried, grabbing her shoulders. "What will it take for you to wake up?! Our last night together might've been an experiment to you, but to me," her voice cracked as her gaze became softer, "it was everything."

The Matter-Horn stiffened as she felt Sunset's hoof on her neck.

"Ever since you beat me at the scholastic decathlon," Sunset said in a whisper, "I'd been waiting, hoping, dreaming for the day you'd notice me, give me some sign that you…that you felt the same way I did. And that night, when you took me in your embrace," she said, her hooves tracing the lavender wings, "and enfolded me in your newly bestowed plumage, I thought I had you, at last."

Then she scowled and gripped the edge of the wings, making the Matter-Horn cry out in pain. "But now I know you were just experimenting with me."

The hero's eyes widened as the truth was finally revealed. "Wait. You mean you…you actually…?"

"WHAT ARE YOU DEAF?!" Sunset bellowed, shaking her violently. "EVERYTHING I'VE EVER DONE, EVER SINCE THE DECATHLON, HAS BEEN FOR YOU!"

The Matter-Horn blinked. "Everything?"

"EVERYTHING!" Sunset released her as she began pacing the floor. "Why do you think I stopped picking on you? Why do you think I made you stop hanging out with your friends so you could spend more time with me? Why do you think I introduced you to dark magic so you could reach your full potential? Why do you think I helped you take care of that adorable yet annoying little baby dragon you cared about more than me? Why do you think I helped you with that Flight Spell? Why do you think I took the fall when we got caught? Why do you think even after ten years of no word from you that I still never told the cops you were involved?!"

The Matter-Horn was rendered speechless. Sunset took a deep breath to calm herself down.

"Granted, I never confessed. Still, I would've thought the intense moments of passion would've made it obvious."

"I'm not gay," the Matter-Horn said quickly.

Sunset laughed. "You certainly weren't straight this morning."

The hero blushed further.

"When I saw how successful you'd become on the news," Sunset said, turning to the section of clippings about Sparkle Labs, "in more ways than one," then the clippings of the Masked Matter-Horn, "I realized there was only one way I could prove to you I was a pony worthy of your time and attention.

"After all," she said with a smirk, "what catches a superhero's attention better," she pointed to a headline reading "Mane-iac Defeated Yet Again," "than a super villain?"

The alicorn's confusion grew as she stared at the black-and-white photo of the Mane-iac.

"Once I was out, I was able to get more," Sunset said, igniting her horn, "practice." She chuckled. "You guessed it, by the way, how I'm able to cast the Phoenix Charm. I did a lot of thinking in that cell, and it didn't take long for me to realize I just needed to treat it like a teleporting spell. As for how I managed to steal the Gauntlets of Thor undetected, well," she said, stretching her foreleg out proudly, "that's my little secret.

"You didn't catch the message I was trying to send by stealing those gauntlets, did you? Or did you forget that they were the subject of our presentation in Mythology Class?"

The Matter-Horn closed her eyes with a groan. "And Queen Neightocris was the subject of our Ancient Anugypt project."

Sunset crossed her hooves smugly. "Stealing the Gauntlets was too easy. And frankly, quite boring!" She flipped her mane. "The cuffs were so much more fun, since I had more," she focused her gaze on the alicorn, "obstacles."

"So I was right then," the Matter-Horn said, opening her eyes. "The first robbery was to get my attention. The second one was to lure me in, let me see who was behind it all."

"To show you how worthy of an opponent I was." Sunset glanced around, as if to check if any pony was watching. "Also, so you would eventually have to call your old friend Sunset Shimmer in for assistance, and lead me to my true objective."

She levitated an object into view. The Matter-Horn gasped when she found the Alicorn Amulet hovering in her face.

"How did you—?"

"Too easy," Sunset smirked, twirling the necklace around her hoof. "You were so preoccupied, you didn't even noticed I'd switched the real one with a fake one." She admired the amulet from all angles. "As I understand, this little piece of jewelry was one of the few things close to defeating you."

The Matter-Horn's eyes widened when she realized what her old friend had in mind. "Sunset, listen to me, that amulet's dangerous. It corrupted Trixie, it'll corrupt you too."

Sunset threw her head back in laughter. "Don't you think I already know that? That Dumb and Idiotic Trixie didn't understand its true power. But I do.

"Of course," she said, stepping towards the Matter-Horn, "I might not even have to use this. After all," she sent a lustful look that sent a chill up the Matter-Horn's spine, "I have you right where I want you." She placed her hoof on the hero's chest. "Where I've always wanted you."

Before the Matter-Horn could say anything, Sunset silenced her with a forceful kiss. The alicorn's eyes remained wide open as Sunset pressed herself against her. Being restrained to the wall, the Matter-Horn had little room to struggle. She tried wrenching her head away, but Sunset hooked her neck with her foreleg to prevent her from escaping. Her other front hoof was clutching the Matter-Horn's flank, while her back leg was brushing against hers.

The hero squealed in protest, wriggling with all her might, but Sunset had her in a tight hold. Any sympathy the Matter-Horn may have had left for her childhood friend was gone. If Sunset was truly her friend, truly loved her, she wouldn't be treating her like this.

She felt the villain's mouth open, her tongue tracing the hero's lips. Determined, the Matter-Horn opened her own mouth. As soon as Sunset's tongue entered, she bit down hard on it.

"OW!"

Sunset pulled back and clutched her sore tongue.

"You call this love, Sunset?" the Matter-Horn said, her voice filled with disgust. "I'm cuffed to a wall here! You've blocked my magic! Do you really want me like this? When I have no way of defending myself?"

Sunset stared at her for a long while. For a moment, the Matter-Horn could've sworn she saw a flicker of horror in her eyes, horror at what she had done. Then the thief hung her head as she let out a sorrowful sigh.

"You're right," she said, igniting her horn. "This isn't fair."

Suddenly, the cuffs around the Matter-Horn's ankles unlocked. The hero yelped as she fell to the ground. She touched the tip of her horn, feeling that that was still cuffed.

"All I ever wanted was to be acknowledged as your equal," Sunset murmured, not daring to meet her gaze, "in every possible way. I can't prove that to you while you are completely defenseless.

"Which is why," she said, pulling her mask back on, much to the Matter-Horn's confusion, "I must take this next step."

She levitated the Alicorn Amulet from the floor and brought it to her chest. The alicorn's eyes widened in horror.

"Sunset?"

"Once upon a time, I was just as intelligent, just as powerful as you, but now," the Phoenix said, raising her eyes to reveal a terrifying, determined look, "you have wings, the one spell I was never able to master. How can I ever be your equal," closing her eyes, she unclasped the necklace, "if I don't have wings like yours?"

"Sunset, no!" the Matter-Horn shouted, holding out her hoof.

But it was too late. The Alicorn Amulet clicked around the Phoenix's neck. The red jewel glowed brightly, and when the Phoenix opened her eyes, they glowed the same sinister color. Smiling maliciously, she powered her horn, its aura now red.

Red light filled the room, forcing the Matter-Horn to shield her eyes. She heard a horrifying scream, followed by a ripping sound. When the hero opened her eyes, the light dimmed enough for her to see the Phoenix hovering above her.

Two enormous red bat wings were sticking out of her back.

"Now, Sparkle," the Phoenix said, her voice echoing at a lower pitch, sounding as if two distinct voices were talking over each other, "we are true equals!"

The Matter-Horn's ears perked up as she heard knocking on the wall, followed by some muffled voices. Smiling, she shook her head with a chuckle.

"What's so funny?" the Phoenix asked, raising her brow in confusion.

"We may be equals in magic and intellect, Sunset," the Matter-Horn said, raising her head, "but there's one thing I have that you don't."

The newly transformed bat pony folded her hooves across her chest. "And that is?"

The hero smirked. "Friends."

Just then, a giant pink wrecking ball burst through the wall on the right, making the Phoenix jump in midair. Radiance made her creation disappear as the rest of the Power Ponies, Humdrum included, appeared behind her.

"Did some pony order a rescue?"

"Uh oh," Fili-Second said, looking up at the Phoenix. "Looks like we didn't arrive in time to stop the ultra-supervillain-power-up."

"Big deal," Zapp said, touching her pendant. "That just makes the smack-down a hell of a lot more fun!"

The Phoenix darted her eyes at the Matter-Horn. "I told you to come alone!"

"I did," the Matter-Horn said, rising to her hooves. "But I would never follow a known criminal to a sketchy location without informing a friend of my whereabouts. By the way, giving away the address of your secret hideout? Not your best move."

"Matter-Horn!" Humdrum cried, pushing through Mare-velous' legs. "You're alive!"

The Phoenix recoiled in shock at the sight of the dragon. Then she looked at the alicorn in disgust.

"Calling backup is one thing, Twilight," she said, "but involving Spike in all of this?! He's just a kid!"

"What do you care?" Mistress Mare-velous demanded, placing a hoof protectively around Humdrum.

The Phoenix clenched her hooves and growled. "He was just as much my dragon as he was Twilight's!"

She closed her eyes, took a deep breath, and then smiled at the Matter-Horn. "You may have cheated by bringing in new players," she said, her horn igniting, "but you know how much I love a challenge!"

"Enough talk!" Zapp cried, raising the Lighting Bolt into the air. "Let's—AH!"

Before she could summon a lighting storm, Zapp was suddenly encased in red light. A quick flash later, a tiny cyan pegasus in Zapp's costume dropped to the floor. Fili-Second caught her quickly.

"Zapp?" Fili said, staring at the baby. "Is that you?"

The foal started crying, sending sparks all over her body. Fili-Second cried out as she was electrocuted and quickly set Baby Zapp down.

"What in the…?" Mare-velous said in amazement.

"She has the Alicorn Amulet!" the Matter-Horn shouted. "It's amplifying her magic!"

"Then let's get it off her!"

"No, you don't understand! It has a magical lock! Only its wearer can remove it!"

"Then why don't we just ask her nicely to take it off?" Saddle Rager asked softly.

The Phoenix threw her head back in laughter. "Your teammates aren't very bright, are they, Twilight?"

The Matter-Horn yelped as she was suddenly levitated up to the Phoenix's eyelevel.

"We, however," the villain said, cupping her chin, "made the perfect team. We can still be that way again. With this power, we can do anything we want! We can change the course of history, right all that's wrong with the world, bend time to our will! And more importantly," she used her other hoof to touch the hero's face, "we can do it all together!"

"What you're suggesting," the Masked Matter-Horn said, "it isn't right, Sunset."

The Phoenix scoffed. "Why? Because we'd be using dark magic? Please, you've been using dark magic to save ponies for years! How is this any different?"

"Because," the Matter-Horn said, glancing down at a terrified Humdrum, "my motives are to help others. But you," she looked at the villain that was once her friend boldly in the eye, "you only did all this so you could get me, not because you cared for any pony."

She could've sworn she saw a flicker of hurt in the Phoenix's expression, but she quickly hid it with a scowl. "Don't ever say I never cared for any pony!"

As the villain's horn became redder, Radiance thought quickly and used her bracelets to summon a large baseball bat. She knocked the Phoenix backwards before she could cast whatever spell she had in mind for the Matter-Horn.

"I believe the term is 'batter-up?'" Radiance said, chuckling as she watched the Phoenix hit the wall, her bat wings smacking flat against it.

The Phoenix groaned as she flapped off the pictures that had come loose from the wall. "I just reorganized this yesterday!" Scowling, she ignited her horn. "Let's take this outside!"

Then she blew a hole in the ceiling, revealing the night sky above. The Matter-Horn flew out of the way before the debris could fall down on her. The Phoenix flapped her wings hard as she whooshed through the hole.

"After her!" the Matter-Horn cried, clutching her cuffed horn. "And some pony help me with this!"

Radiance hovered upwards on a magic carpet, Saddle Rager fluttered her wings nervously, while Fili-Second zipped off. Mistress Mare-velous stayed behind to unclasp the cuff around their leader's horn.

"Thanks," the alicorn said, tapping the tip of her free horn.

"After this," Mare-velous said, hooking her lasso onto a rafter, "we're gonna have a serious talk about yerr taste in mares."

The Matter-Horn groaned as the earth mare swung through the ceiling, annoyed at the insinuation as well as the fact that she was right.

"You shouldn't have come here, Spike," the Matter-Horn said, looking down at the dragon. "I told you how dangerous Sunset's become."

"Like I was gonna leave ya hanging," Humdrum said with a smile, "especially after you tried to give me wings."

"Spike, I was going to tell you, but I soon learned the spell would only work on the individual casting it…"

"It's okay, really. I don't need wings, when I have you."

Shaking her head, the alicorn crouched down, allowing him to climb on her back.

"So your worst fear came true, huh?" Humdrum asked as she took off. "I guess she hasn't changed."

"No, Spike," the Matter-Horn muttered under her breath. "She's changed a lot. The worst part is," she said as they soared through the hole, "it's all my fault."

The rooftop battle had already begun. The super powered Phoenix was firing spells at the heroes. Radiance did her best to counteract them with her shields. She then summoned a large tennis racket and attempted to swat at the villain, but the Phoenix simply ducked and laughed.

"Fool me once," she said, flying towards the unicorn. "It's sad, really, how you waste such precious stones on childish parlor tricks and," she blocked an incoming giant pink teapot, "pointless objects."

Radiance huffed. "It does not matter the style of the weapon," she said, summoning an enormous threading needle, "as long as it does its work on ruffians like you!"

As the needle plunged towards the Phoenix, she merely smirked and summoned a giant pin cushion into the needle's path.

"You have no idea what kind of power you have, do you?" the Phoenix said, shaking her head with a chuckle. "Absolutely clueless!"

Radiance blinked. "Whatever are you going on about?"

She cried out as the Phoenix suddenly swooped down and took her in her hooves.

"You didn't even bother to question where your bracelets came from?" the villain said, bringing Radiance's eyes to hers. "Or were you too concerned about whether or not they would complement your latest jumpsuit design, Rarity Belle?"

The unicorn's eyes widened. "I…don't know what you're…"

"Next time you make your own superhero suit," the Phoenix said, releasing her and catching her again with her magic, "don't endorse yourself on live television."

When they were ten feet above the building, the Phoenix released her magical hold on her. Radiance stuck out her hooves but gasped when she realized her bracelets were gone. Looking up, she saw the Phoenix holding up her own hooves, waving the bracelets tauntingly.

"Oh dear," Radiance squeaked when she saw how close the roof was getting. "HELP!"

The Masked Matter-Horn caught Radiance with her magic and lowered her gently to the rooftop.

"She just…" Radiance said, her tongue stumbling. "She took…how did…?"

"Tell me, Rarity," the Phoenix said, admiring the bracelets on her hooves, "do these go well with my eyes?"

Radiance narrowed her gaze at her.

"You're right. Emeralds would be so much better."

She used her magic to turn the bracelets green, which made Radiance's jaw drop.

"I had no idea your bracelets could change color!" Fili-Second said.

"Neither did I," Radiance muttered under her breath.

The Phoenix's laughter was cut off as she was suddenly ensnared by Demeter's Lasso.

"Ya may have a lot of fancy magic," Mistress Mare-velous said, tightening her mental grip, "but it's useless against the power of the gods!"

But the villain seemed unfazed by this setback as she grinned down at Mare-velous. "Ah, Applejack Smith."

Mistress Mare-velous jumped back in surprise.

"Now you're a mare who knows what she's doing. Almost as good a hero as Twilight. I must say, I deeply sympathize with your tragic backstory. And I appreciate how much you value honesty, but it hardly seems fair to attempt to squeeze it out of others and not be completely honest with them yourself."

"W-What are ya talkin' about?" Mare-velous asked, trying to mask her uneasiness.

"Tell me," the Phoenix said, locking eyes with the blonde mare, "do your teammates know what you plan to do with Longhorn once you find him?"

Mistress Mare-velous was silent for a moment, before she started mentally yanking on the rope, bringing the Phoenix down to the roof.

"I thought so," the villain said, shrugging her shoulders. "The thread of honesty is just oh so delicate, isn't it?"

Grinning, the Phoenix ignited her horn, encasing the rope in a red aura. Mistress Mare-velous cried out and clutched her head as she experienced a sudden migraine. The rope then fell away from the Phoenix like an unraveled scarf.

"What the…?" Mare-velous said once she realized what had happened. "How did…?"

"How dare you?!" Saddle Rager said, her eyes reddening as she started growing. "How dare you play with my friend's emotions?!"

As Saddle Rager became her enormous, angry self, the Phoenix simply rolled her eyes. "Please."

She then fired a red beam at the monster, sending her flying back over the edge of the roof. Fili-Second didn't waste a second as she zoomed down the fire escape and caught her friend, who had shrunk back to normal and was rendered unconscious. Radiance, Mare-velous, Humdrum and the Matter-Horn looked over the edge and sighed in relief.

"Vassal of Discord," the Phoenix said with a huff. "He shouldn't have wasted his energy on some pony so pathetic. I mean what kind of namby-pamby name is Fluttershy Buttercream?"

"How do you know so much about my team?" the Matter-Horn demanded.

"You really think I'd face you without learning about your little playmates? I had to be prepared in case they showed up. For example," the Phoenix said, wrapping the now glowing red rope around her shoulders like a boa, "since Saddle Rager was able to break through Demeter's Lasso, I knew the only thing that could resist its power was chaos magic." She smirked. "That's why I spent all this month studying it."

Fili-Second appeared on the roof, panting as she gently laid Saddle Rager on the roof.

"And I figured if chaos magic is the source of Saddle Rager's power," the Phoenix said, folding her hooves proudly, "chaos magic was the only thing strong enough to counteract it." She turned to Fili-Second. "As for you, Pinkamena Diane Pie…"

"YOU'RE A BIG MEANIE!" the pink mare cried, preparing to charge.

But in a split second, the Phoenix was able to fire at Fili-Second, encasing her in a yellow bubble. Fili-Second was moving at an incredibly slow speed.

"It's amazing what you can do with time-altering spells," the Phoenix said with a giggle.

"What do we do now?" Radiance asked the remaining team members. "She's practically removed all our powers!"

"Just because we don't have our powers," Mare-velous said, reaching for her horseshoes, "doesn't mean we can't fight!"

She tossed two horseshoes at Phoenix, who didn't even bother summoning a shield and simply flapped out of the way.

"Oh," Mare-velous said, her face paling.

"I think it's time we leveled the playing field," the Phoenix said, powering her horn.

Before any pony could react, Mistress Mare-velous and Radiance were suddenly bound by red chains, forced to go down.

"Too easy," the Phoenix said, blowing on her hoof.

Scowling, the Matter-Horn levitated Humdrum off her back and rose up to the villain. "Perhaps you'd prefer a real challenge."

"Finally!" The Phoenix clapped her hooves together. "I was beginning to think you'd never make your move!"

"Twilight!" Humdrum hollered, reaching his claw out.

"Stay out of this, Spike!" the Matter-Horn shouted, not taking her eyes off her opponent. "This is between me and her!"

The Phoenix smiled in triumph. "Couldn't have said it better myself."

She shot a red beam at her. The Matter-Horn merely tilted her head out of the way. Fortunately, the laser only hit a satellite dish. There was a collective "ARGH!" as all the televisions in that building suddenly went static.

The Phoenix's next attack was a fireball the size of an asteroid. The Matter-Horn quickly summoned an ice shield. Both spells evaporated into steam upon contact.

"Quit holding back on me, Twilie!" the Phoenix hollered, a twinge of annoyance in her voice. "I know you can do better!"

"I don't want to fight you, Sunset," the Masked Matter-Horn said calmly. "You're sick. I can get you the help you need."

The villain shook her head. "You sound just like Dr. Bliss. Like I told her, I'm not sick. I've never seen more clearly." She pointed to the Alicorn Amulet. "I finally see that the only way to win you is by besting you!"

She flew above the hero and fired a beam as thick as a Gracian column. The Matter-Horn counteracted it with a beam of her own.

"By cheating!" she grunted, fighting against the spell. "You've already accomplished so much on your own," she overpowered the Phoenix, sending her backward, but not inflicting damage, "why use the Alicorn Amulet?"

The Phoenix panted as she flapped her wings to regain balance. "Because of your stupid wings! No matter how hard I tried, no matter how many times I shouted those dumb Pony Latin words, I still couldn't get the blasted things to sprout!" She let out a wail of annoyance. "How is it that I can burst myself into flames and come out without a single burn, but I can't grow bucking wings?!"

The Matter-Horn flew back a few feet when she saw her opponent power her horn.

"What makes you so special?!"

The hero deflected the incoming swirling flaming vortex with a snowball of equal size. There was so much steam that the Matter-Horn was temporarily blinded as her goggled fogged up.

"Maybe," she said, wiping her goggles with her mane, "it's because whenever I cast the Flight Spell, I'm never thinking of myself." She looked around for her enemy. "The first time I cast it, I was thinking of Spike. And every time since then, I've thought of the ponies who needed a hero to save them, the ponies who needed," she stuck out her chest as the steam cleared, "the Masked Matter-Horn."

The Phoenix caught her by surprise by tackling her from the side, bringing them both onto the rooftop next-door.

"Even after all these years," the villain said, pinning the hero's shoulders to the concrete, "you still give the corniest speeches!"

Narrowing her eyes, the Matter-Horn bucked her hips upward, knocking the Phoenix forward. The Matter-Horn then used her magic to throw her completely off her body. Flapping her wings, the hero rose above her adversary.

"This fight won't solve anything, Sunset," the Matter-Horn said. "Don't you see? Even if you win, it won't make me love you." Her eyes filled with sadness. "You'll become my enemy forever."

The Phoenix used her wings to lift herself up. "Better than being ignored."

The battle raged on as the once friends bombarded each other with attack after attack. From laser beam, to freeze rays, to fireballs, to pie showers, to stampeding elephants, to lions made of lightning. And every spell was counteracted with another, meeting it in the middle with an explosion of magic. To the Masked Matter-Horn, it looked as if this battle was going to go onto infinity. Even with the Alicorn Amulet, she and Sunset were still equally matched, even more so than when they battled in dueling class. At least then, one of them would eventually come out on top, but this time, it looked as if there would be no winner.

"Give it up, Twilie!" the Phoenix hollered, firing another fireball to be met with an ice shield. "I know all your moves, all your strategies! You can't win!"

Just as the Matter-Horn's ice shield evaporated, a purple beam came too fast for her to respond. It hit her square in the stomach, sending her back several feet. She landed on the roof of a building two blocks away. Grunting in pain, the Matter-Horn looked down at her stomach to see a gaping hole in her costume, surrounding a bulging, purple bruise. Clutching her stomach, she saw that the Phoenix was flapping towards her.

I need to get her to take off that amulet, otherwise this battle is never going to end! But how? She won't stop until she's beaten me!

Then she paused in her panting and looked up, her eyes widening as an idea occurred to her. The Phoenix was now hovering above her, smiling, powering up her horn to inflict the final blow.

"Don't worry, this spell won't kill you," she said. "It'll just hurt a lot."

Decidedly, the Masked Matter-Horn closed her eyes and muttered, "You win."

The Phoenix's horn was out like a candle. "What?"

Still holding her stomach, the hero slowly rose to her hooves, her legs shaking. "You're right, Sunset. I can't beat you. You're…you're better than me."

Her adversary looked at her in disbelief. "You're…giving up?"

"Yes," the Matter-Horn murmured, raising her eyes to meet hers. "I surrender."

The Phoenix appeared positively stunned, as if she hadn't expected this. "B-But…there are so many spells you have yet to try, so many attacks, so many defenses!"

"It wouldn't matter. You'd beat me anyway." She winced as she cradled her stomach. "I see no point in going any further."

"But you never give up," the Phoenix said, her voice cracking. "You're…you're a hero."

"All heroes are destined to fall at some point." She bowed her head. "And even a hero can admit when she's met her match."

There was silence between them for a long while as the Phoenix stared at the defeated hero, unsure of what to do.

"So go ahead," the Matter-Horn said, removing her hoof from her stomach and placing it on the ground. "Finish me. Or use your new magic to make me love you. Do whatever you want. You've won." She lowered her head further. "You finally have me right where you want me."

She shut her eyes, prepared for what was to come. Several moments passed, and nothing happened. Opening her eyes, the Matter-Horn looked up at the Phoenix, who wore a horrified expression. Their gazes met, and in the villain's eyes, the Matter-Horn could see her old friend.

Finally, the Phoenix slumped her shoulders, releasing an exasperated sigh. Raising her hoof to her neck, she pulled the Alicorn Amulet off.

Back at the Phoenix's hideout, the chains around Mare-velous and Radiance disappeared, Fili-Second's time bubble popped, and Zapp transformed back into an adult. The pegasus looked down, saw that she was still sucking on her hoof and pulled it out of her mouth in disgust.

The bat wings evaporated into thin air and the Phoenix dropped to the ground, forcing her to release the necklace. As the Masked Matter-Horn approached her, the Phoenix was looking downward, panting heavily, and the hero could have sworn she heard sobbing. Gazing sympathetically down at her, she levitated the Alicorn Amulet from the floor and tucked it under her wing.

"I knew you couldn't do it," the Matter-Horn said, crouching down to her level. "You love a challenge. It's no fun if you win by forfeit." She whispered, "Checkmate."

The Phoenix did not respond for a while, and then scoffed. "Touché, Twilie. Looks like you know me better than I know myself." She raised her head a little, but did not look her in the eye. "You truly are my equal."

The Matter-Horn stood and held out her hoof. "Let's go, Sunset."

"Oh no." She shook her head. "I know how this plays out. You've defeated me, so now you're going to take me back to jail, which I'll of course break out of, and then you'll put me back in, and it'll be an endless cycle of cat and mouse."

"It doesn't have to be that way, Sunset. You can get treatment, you can change for the better, you can," she caught her breath, "we can be friends again."

The Phoenix let out a maniacal chuckle that made the hero's skin crawl. "But that's the thing, Twilight. Even if they let me out again, I'll be even more of an outcast now. This goes beyond one college mishap. Don't you understand?"

"Not if you show them you're a good pony. And I know you are." The Matter-Horn stretched her hoof out further. "Please, prove that I'm right, that you're still my friend."

There was another long period of silence. Then the Phoenix raised her head fully, revealing a mischievous grin.

"Remember when we read The Scarlet Pimpernel in tenth grade?"

Confused by the sudden question, the Matter-Horn scrunched her nose and replied, "Err, yes?"

"Remember the dilemma Marguerite faced on whether or not to reveal to the Prench revolutionists the Scarlet Pimpernel's identity?"

"Yes, but what does that have to do with—?"

"Are you Marguerite, Twilight?"

The Matter-Horn's mouth remained open, unsure of how to respond.

"Basically," the Phoenix said, leaning forward, "if you squeal on me," she whispered in her ear, "I'll squeal on you."

Suddenly, the thief burst into flames, making the Masked Matter-Horn jump back.

"Sunset?" she cried, looking around. "Sunset?!"

But once again, the Phoenix had vanished into thin air.

---

When the Masked Matter-Horn returned to the Phoenix's hideout, the rest of the team was back inside the building. The alicorn flew in through the hole in the roof and saw what they were all gaping at.

The walls were completely bare. The newspaper clippings, photographs, and cuffs that had held the Matter-Horn had disappeared entirely. The only things left in the room sat in the middle of the floor: Thor's Gauntlets, the cuffs of Neightocris, Radiance's bracelets and Demeter's Lasso.

"What happened?" their leader asked.

"We don't know," Zapp said. "The wall suddenly caught fire and then everything was gone."

"But there's no ash or anythin'," Mare-velous said. "The walls weren't even burnt."

"What happened to the Phoenix?" Radiance asked.

"She, um," the Matter-Horn said, levitating the Alicorn Amulet into view, "got away."

Mare-velous' eyes widened. "How did ya get that off her?"

"Hey, Mare-velous!" Fili-Second cried, zipping into the room—the team hadn't even realized she had gone. "You've gotta see this place! The kitchen is huge, and the first floor has got so much space I've already picked out the perfect spot for a display case and a couple tables and chairs and I was thinking we could put a jukebox in the corner and—"

"What are ya talkin' about, Fili?" Mare-velous asked.

"Duh! This is the place!"

"What place?"

"The place! It's the perfect place for our bakery!"

"Bakery?" everyone said.

"Of course! It's only a few blocks away from Headquarters to make coming to and fro easier for us I mean mostly you because you don't have super speed and with the multiple floors I can live above the store and you can even move in with Fluttershy if you want to but if not I can at least be here for late-night deliveries and it would make openings so much easier—"

"Fili," Mare-velous said, putting her hoof to her forehead, "let me get this straight. You wanna use a villain's abandoned evil lair for our bakery?"

"Why not?" Fili-Second said with a shrug. "She's not using it anymore. Besides," she said in a whisper, "once word gets out that a thief used to live here, it's sure to lose its value on the market! We could get it cheap!"

"Fili," Mare-velous said, shaking her head, "this has gotta be the craziest—"

"Just take a look around!"

"Whoa!" the blonde mare cried out as she grabbed her hoof and dragged her through the hole in the wall.

"Fili!" the others heard Mare-velous shout. "Fili, I'm tellin' ya this isn't—oh, hey! There is a lotta space down here!"

"So, uh," Zapp said, shaking off the weird scene, "what happened, chief? Did ya force her to take the necklace off or something?"

The Matter-Horn looked sadly down at the Alicorn Amulet and then at the pile of stolen objects. "I'll tell you back at Headquarters."

---

Once Twilight had finished relaying the events of her capture, leading up to the Phoenix's escape, her teammates stared at her in stunned silence for the longest time. Rainbow Dash was the first to speak.

"So, uh…you and the Phoenix, uh…"

After a quick glance at Spike, she touched her hooves together, cringing awkwardly. Twilight nodded solemnly.

"Wow," Pinkie Pie said. "And I thought I had a freaky taste in mares."

"I'm not into mares," Twilight said insistently.

There were a lot of huffs and eye rolls.

"I'm not!"

"Sure, you're not," Applejack said, not sounding the least bit convinced.

"Why didn't you tell us all this before?" Rarity asked.

"I didn't know," Twilight said. "I mean I didn't know she was in love with me…"

"Sheesh, Twilight!" Pinkie exclaimed. "After she banged you twice, how could you not know?!"

"The point is," Twilight said, lowering her head, "I should've told you about my history with her. My history with…dark magic. We are a team now, I should've trusted in all of you, but…I was afraid of what you'd all think of me."

"Twilight," Rainbow said, crossing her hooves. "I practically stole Zeus' Lightning Bolt from the museum." She touched her pendant. "If it hadn't been for Daring Do's sweet-talking, I'd be a branded criminal."

"And I only got my bracelets because I took advantage of a rich mare's sudden inclination for charity," Rarity said. "Funny how she never got angry that I never paid her back."

"And Fluttershy got her powers from an evil chaos god who plots to take over the world," Pinkie said rapidly, making Fluttershy blush.

"So what are you saying?" Twilight said sharply. "That we are no better than Sunset Shimmer?"

"We're saying," Rainbow Dash said, "that we're not perfect either. We all have our flaws."

"Not that many," Rarity said, self-consciously taking out her compact mirror.

"And we all have our dark pasts," Applejack said, placing a hoof on Twilight's shoulder, "and it's like you said, if we're gonna be a team, we're gonna have to be completely honest with each other."

Twilight smiled slightly. "Thanks, girls. Still, I can't shake the guilt I feel over Sunset Shimmer."

"Should we tell the cops that she's the Phoenix?" Rainbow asked.

Their leader shook her head. "Her last words to me were: 'If you squeal on me, I'll squeal on you.' That means if I reveal her identity to any pony else, she'll reveal my identity to the world."

"So…we just…do nothing?"

"For now," Twilight said, looking out the large window showing the view of Maretropolis, "until Sunset makes her next move."

Rainbow tapped her chin. "How do ya know she won't reveal your identity anyway?"

"She won't." Twilight shook her head. "It would be against the rules of the game she's started. Besides," she muttered, "she loves me." She hung her head. "It's…unsettling, having some pony so…so morally ambiguous…love you."

"I know what that's like," Fluttershy said quietly.

"Me too," Pinkie Pie said with a sad sigh. "Still waiting for Sonata to call me."

"The Mane-iac might not have loved me," Rarity said, "but she certainly cared about me to…some degree."

Applejack chuckled. "Next thing ya know, Rainbow will be gettin' it on with Trixie."

The absurdity of the idea made everyone laugh, besides Twilight and, of course, Rainbow. She glared at the orange mare and then had an idea of her own.

"Or maybe," Rainbow said, nudging Applejack in the shoulder, "Applejack will be making out with Longhorn!"

Applejack scowled at her. "Watch it!"

Regardless though, she giggled. After a while, Twilight looked around at her laughing teammates and started laughing too. Spike then let out a yawn.

"It's getting late," Twilight said, patting the dragon on the back. "We should all be getting some rest."

"I'll watch the monitors tonight," Applejack said, rising from the couch.

The others nodded in agreement as they made their way to the elevator. Spike hugged Twilight's legs tight.

"Thanks for not dying," he whispered.

Smiling, Twilight returned his hug. "Go upstairs and sleep."

He ran to catch the elevator with the others. Twilight was about to join them when Applejack called out, "Twilight?"

The unicorn turned around as the elevator doors shut. Applejack looked down at the floor, confusion on her face.

"In the video," she said slowly, "of all the ponies on the team, why did ya pick me for the job?"

"Oh," Twilight said, turning her body fully towards her. "I thought you were the obvious candidate. You've had the most experience, you're calculative, you have all the qualities of leadership—"

"No, no, I got that." She raised her eyes to meet her gaze. "I'm talkin' about Spike. Why did ya ask me to take care of him? I mean…I like the little guy, but I barely know him, and he barely knows me."

Twilight looked at her sincerely. "I know about your family history, Applejack. I know when your parents died, you had to help raise your little sister. You care for her, right?"

Applejack shut her eyes. "I'd give my life for Apple Bloom."

"And you'd give your life for Spike too. You may not know each other well, but when he's in trouble in battle, you're almost always the first to jump in front of him. Surely you've noticed."

"Of course," Applejack said, opening her eyes. "He's a member of the team, and he doesn't have any powers to defend himself with."

"And he reminds you of your sister."

Applejack's jaw clenched as she processed this claim. After a moment, she realized Twilight was right, although Applejack had never really thought about it before.

"You see, Applejack," Twilight said, "you not only possess the qualities of a leader, but as a protector." She smirked. "In more ways than one."

Applejack nodded in agreement. "Ya really should've told us about Sunset, ya know? I mean I get ya had your reasons but…" She looked down at her hooves. "Since my parents were killed, I've…had a hard time openin' up to ponies. Really openin' up to them. It wasn't until we started this whole thing that I…I started trustin' ponies again." She lifted her gaze again. "You did that for me."

"You're right," Twilight said. "Which is why, when push comes to shove, you're the pony I'd trust most with the team…and Spike."

The two mares smiled at each other, feeling a long-needed sense of understanding.

"Hey," Twilight said, "you'll…check up on Spike, make sure he gets to sleep, right?"

"You're not stayin'?" Applejack asked.

The unicorn looked out the window at the city. "There's something I need to take care of."

---

Flash was awoken by a knocking at his door. Glancing at his alarm clock, he let out a groan as he switched on the lamp, rolled out of bed and dragged himself across his tiny one-room apartment. When he opened the door, he looked at his visitor in surprise.

"Twilight?" he said sleepily, rubbing his eyes. "What are you doing here? It's four in the morning."

"I know," Twilight said, biting her lip. "I, uh, needed to talk to you."

He groaned in exhaustion. "Couldn't it have waited until dawn?"

"It's…kind of important."

Seeing the distress in her eyes, he opened the door further to let her in.

"What's wrong?" he asked.

Sitting on the bed, Twilight said, "I'm sorry."

He blinked. "You're sorry?" He sat down beside her. "Twilight, I was the one who made things a whole lot worse by…" He shook his head, not wanting to think about it. "It was uncalled for."

"But you were right, about me not trusting you. I just…I just wasn't sure of where we were and whether or not you were ready to hear…"

She trailed off as tears started coming.

"Hey, hey," Flash said, cupping her chin. "It's okay. You don't have to tell me anything."

"But I want to. I want to be honest with you."

Then she proceeded to tell him about Sunset Shimmer, their shenanigans in high school and college, their…complicated relationship, and their dark magic practices that eventually led to Sunset's arrest. In compliance with Sunset's threat, she left out the part about the Phoenix.

"Turns out she still has feelings for me," Twilight said, "after all this time." She blushed. "By the way, we may have…"

She stopped, but Flash understood.

"Do you love her?" he asked in a tone devoid of judgment.

She bit her lip. "I…care for her. She's my best friend."

"I see," Flash said, turning to look at the wall. "Thanks…for telling me."

"Are you mad?"

"Mad? So you made a few mistakes when you were young, Twilight, so what?" He leaned in to whisper, "You know I once tried a cigarette at thirteen?" He held up his hoof. "Just once! But that's okay, because we're ponies, and ponies aren't perfect.

"Besides," he said with a smile, "it's good to know that there's more to you than what the newspapers say, that you're just as imperfect as the rest of us. It makes you more…three-dimensional."

That made Twilight smile a bit. "It's funny. In the crazy world that is my life, you're the only thing that feels normal. I've missed you."

"I've missed you too."

There was silence for a while.

"So," Flash said, turning to her, "are there any other dark secrets I should know about?"

Twilight hesitated. "No."

"Okay, so, uh…" He glanced at the clock. "I have an early shift, and I'm pretty sure you've got somewhere to be in the morning too, so…"

He trailed off as he felt Twilight's hoof on his. When he met her eyes, he saw that they were shiny with tears. Then she leaned forward and gently pressed her lips against his. Feeling her need for comfort, Flash closed his eyes and kissed her back.

The bedside lamp then switched off as if by magic.