Rainbow Dash spent fifth period the same way every day. First, she walked to the soccer field. Then, she saved the world from aliens.

Tensing her legs, Rainbow set her gaze on the ball in the center of the field. She murmured, “Thirty seconds on the clock, and the contract’s been signed. If Rainbow Dash makes this shot, the aliens leave Earth forever. If she misses, they steal all our babies.”

This one’s for you, babies.

She sprinted forward and took control of the ball. Fleshy alien fingers grabbed at Rainbow from all sides, but she ducked and dodged around them, making a beeline straight for the enemy’s goal. Usually she’d just zip past them with her geode magic, but King Goonax the Third had been clear—no superpowers, or else.

Thirty yards to glory, thirty yards to the salvation of the human race—but what sort of savior would she be if she ignored the fans? As she passed by, she glanced toward the crowd, flashing her award-winning smile. She slowed down, waiting for both the applause, and the wailing sigh of every girl in a twenty-mile radius fainting.

Off on the bleachers, Fluttershy fiddled with a birdhouse at her side. Sunset Shimmer yawned.

Rainbow weaved to her right, locked eyes on the goal.

Just a bit closer, and... “Now!”

With all her power, Rainbow spun on her heel and delivered a kick that could be felt across the galaxy. The ball shot off, faster than she could run, towards the goal—where it ricocheted off the post, and flew straight for the bleachers, where it tore through Fluttershy’s birdhouse and smashed it into a million pieces.

Fluttershy shrieked, Sunset cursed, and the aliens ran away.

“Crap, crap!” Rainbow said, running towards the bleachers. “I didn’t mean to do that!”

Fluttershy stared at the empty foundation of her birdhouse with wide eyes. “I spent a week on that,” she said. She took a quivering breath. “It was supposed to be a present for all my bluejay friends.”

Sunset scowled. “What the hell, Rainbow? What did that birdhouse ever do to you?”

“Sorry,” Rainbow said. She kneeled next to Fluttershy. “I swear, it was just an accident—”

Rainbow saw a single tear forming at the edge of Fluttershy’s eye.

The tear dripped down, and shrieking in terror, Rainbow Dash zoomed inside the school. Speeding from classroom to classroom, she grabbed every roll of tape and bottle of glue she could find. When she finally returned a second later, just in time to see that tear hit the ground, her arms were overflowing with adhesives. Fluttershy gaped.

“C’mon, don’t cry,” Rainbow said, setting all her stuff down. “I’ll fix it up again. Promise.”

“You don’t have to do that,” Fluttershy said, sniffling. “I built it once. I can rebuild it.”

“Nah, I wanna do it!” Rainbow said. She zoomed around the bleachers, collecting every tiny shard of broken wood. “I broke it, so I should be the one to fix it. That’s fair.”

She plopped down into the space beside Fluttershy and set to work, piecing the birdhouse back together as best as she could remember. Of course, she’d never had the best memory, and building stuff wasn’t her strong suit; even her lantern at Camp Everfree she’d gotten help on from Applejack. Still, she screwed up her face and tried to focus.

Not easy, what with Sunset berating her. “Seriously, Rainbow, you have to be more careful,” she said, slurring her words and still lounging in her seat. “This isn’t the first time you’ve almost hurt someone. Remember last week, when you sent that ball flying straight at Twilight’s head?”

Rainbow tried to block her out, but just managed to cross her eyes in frustration. “Yeah.”

“I’m just saying, it’s not cool. A real friend wouldn’t—”

“Would you lay off?” Rainbow asked, spinning around. “At least I’m trying to fix it, not lying around like you. So much for a real friend.”

“Girls, please,” Fluttershy said, holding up her hands. “I don’t think you should fight.”

Rainbow and Sunset kept their glares up for a second more before they broke away. Sunset sighed. “You’re right. I’m sorry, that was mean.” She stood up, walked over to where Rainbow was working on the birdhouse, and grabbed a gluestick. “Here, let me help.”

The two worked in silence, the only sound being Sunset’s constant yawning.

After what had to have been the millionth yawn in five minutes, Fluttershy raised a finger. “Um, Sunset? Not to be rude, but are you alright?”

“I’m fine,” said Sunset, waving her off. She rubbed her face. “Don’t worry about it.”

For the first time that day, Rainbow took a long look at Sunset. She didn’t have the smell of alcohol on her breath, or the glazed eyes of someone who’d been concussed. Rainbow looked at Sunset’s neck, just above her breasts, and noticed something else that Sunset didn’t have: her magical geode.

“You sure about that?” Rainbow asked. She pointed at Sunset’s chest. “Apparently you’re tired enough to forget to wear your amulet.”

Sunset glanced down, then shot Rainbow a raised-brow smirk. “Taking a good look at my boobs, yeah?”

Placing a hand on her heart, Rainbow sent back a smirk of her own. “Let’s just say I’ve got an eye for detail.” She then frowned and jabbed a finger at Fluttershy. “Don’t tell Rarity I said that. She’ll make me critique her dresses again.”

“Well, I didn’t forget it.” Sunset touched the empty space below her neck. “I’m just... not wearing it anymore.”

Fluttershy frowned. “Why not?”

Sunset pursed her lips, looked between her two friends—then shrugged. “I guess you two deserve to find out. Real friends don’t keep secrets, right?”

Rainbow thought about the stash of King Size chocolate bars she kept hidden under her bed. “Yep,” she said. “Secrets suck.”

Sitting up straight and crossing her legs under her, Sunset got into her Storyteller Pose. “You know how I’ve been telling you that my empath powers have been getting stronger lately? Like, how I can influence people’s moods, or even read their thoughts without touching them sometimes?”

“Yeah, we remember,” Rainbow said, laughing. “Was it Trixie that thinks about herself in the third-person? Or was that Cloud Kicker?”

“No, Cloud Kicker was the one who”—Fluttershy gulped, cheeks pink—“imagines what everyone looks like naked.”

“I’m gaining the power to see any part of someone’s thoughts,” Sunset said. “And that includes myself. It sounds weird, but I can sorta read my own mind now. I can access almost any memory I’ve ever had, no matter how small.”

“Whoa, that’s awesome!” Rainbow said. “Can you see, like, when you were born?”

“Probably, but I don’t think I’d want to,” said Sunset, smiling. “I remember everything, and now I’ve started having these super vivid dreams, too. Everything is fine, great even.” Her smile faded. “But that’s when the Marabunta comes.”

Rainbow and Fluttershy exchanged a glance. “The what?” Rainbow asked.

“The Marabunta. It’s a monster that’s designed to protect your thoughts and memories from intruders. Like if you were a spy, and you were captured and interrogated, it would stop another unicorn from reading your mind,” Sunset said. She tapped a finger against her head. “It lives inside of your brain, and takes the shape of the intruder’s deepest fear.”

“So, are ponies born with it?” Fluttershy asked.

“Born with a monster in your brain,” Rainbow said. She shook her head. “You ponies are weird.”

“No, we’re not born with it. It’s dark magic, banned in Equestria, and almost impossible to find any info on.” Sunset gave a huffy sigh. “So, of course, I broke into the Forbidden section of the library, got hold of a book about it, and put one inside of my own head. It’s not like I was ever in any danger of being interrogated. I just wanted to be edgy, and rebellious.”

“You couldn’t just wear all black and get a tattoo?” Rainbow asked. “That’s what everyone else does. Ask Fluttershy.”

Fluttershy tugged down her shirt. “I don’t want to talk about it.”

“Whenever I wear my geode and use my powers,” Sunset said, “or fall asleep with it on and have a vivid dream, the Marabunta thinks I’m invading my own mind and tries to attack me. I can’t sleep. I can barely even think while I’m wearing it anymore.”

Fluttershy gasped. “Can the monster hurt you?”

“Not if I don’t wear the geode. But if I do...” Sunset grimaced. “The Marabunta is real powerful magic. If I were to somehow get ‘caught’ by it, it could drive me to insanity, if not kill me.”

“You put it there, can’t you get rid of it?” Rainbow asked, throwing out her hands. “I’ve read Daring Do. Whenever she gets hit by some ancient spell, there’s always a counterspell to get rid of it. Just get one of those!”

“It’s not that easy!” Sunset said. “There probably is a counter, yeah, but I’d have to cast it on the Marabunta myself, which would mean going inside my mind alone to confront it. What if it takes me before I can kill it? I’m lost forever!”

Rainbow looked away—before a thought hit her. “I could go with you.”

“What?” Sunset’s eyes narrowed. “How?”

“You go into other people’s minds all the time,” Rainbow said. “What stopping you from bringing someone into your mind?”

Fluttershy and Sunset stared. Then, Sunset scratched her head. “That... that’s not a bad idea. I mean, I dunno if it would work, but we could try.”

“Yeah!” Rainbow pumped her fist. “I’ll go into your head with you, and hold down the Maribelle while you blast it!”

“That sounds dangerous,” Fluttershy said, shrinking into her seat.

“She’s right,” Sunset said as she looked at Dash. “Are you sure you want to try this? If you get caught by the Marabunta, it’ll show you your deepest fear. Can you handle that?”

Rainbow scoffed. “I don’t have a deepest fear. I’m not scared of anything!”

From inside the school, the end-of-period bell rang.

“Then that settles it,” Sunset said, standing up. “Next period, I’ll grab my journal and ask Princess Twilight if she can find the countercurse. Assuming she does, why don’t all three of us agree to meet at my place after school?”

Fluttershy jumped. “Three? I’m not going into your head, am I?”

“No, but we should have someone to look after our bodies while we’re mind-melding,” Sunset said, smiling. “What if my apartment burns down and we’re just sitting there, comatose? It won’t matter if we kill the Marabunta or not if we get barbequed.”

“Don’t worry, ‘Shy.” Rainbow grabbed her bag. “You can just play with Sunset’s pet lizard.”

Sunset nodded. “Ray has been missing you.”

“Alright,” Fluttershy said, twiddling her fingers. “Although, I will say... if the building does burn down, chances are I’m only strong enough to carry one of you.”

Sunset and Rainbow looked at each other. Then Rainbow shrugged and pointed a thumb at Sunset. “It’s her apartment. Let her go down with the ship.”

“How thoughtful,” Sunset said, rolling her eyes. Waving, she walked off, back into the school.

Rainbow followed after, but stopped when Fluttershy called her name. She turned around.

Fluttershy motioned to her still-smashed birdhouse.

“Oh.” Rainbow gave a stiff chuckle, rubbing the back of her head. “Right.”

---

As the sky outside grew dark, Sunset leafed through her journal, Fluttershy chatted with Ray, and Rainbow lounged on the couch.

For the fifth time since she’d arrived at Sunset’s apartment, Rainbow hesitantly laid her head down on the cushions and sniffed. “Has anyone ever told you your couch smells like strawberries?”

In her loft bed, Sunset’s back went rigid. “Uhm,” she said, looking away. “No. No one’s told me that.”

“Ooh, strawberries are nice,” said Fluttershy. She smiled. “Speaking of, has Twilight told either of you about that new strawberry shampoo she’s been using? She makes it sound so luxurious.”

Rainbow grinned. “Sounds like she’s been giving Sunset some free samples.” She thought for a moment about what she’d just implied, then leapt off the couch.

Face bright pink, Sunset said, “Could you guys quiet down? I’m trying to memorize the Marabunta countercurse Princess Twilight sent me.”

Fluttershy flinched. Rainbow snorted and sat back down. In a different seat.

A few minutes later, Sunset shut the journal. “Alright, I think I’ve got it. Rainbow?”

“Finally.” Rainbow ran up the stairs and jumped onto Sunset’s bed, nearly knocking her to the first floor in the process. When she saw Sunset’s glare, she snickered. That just made Sunset’s glare deeper.

Fluttershy looked up at them. “Are you sure you two will be alright?”

“We’ll be fine,” Rainbow said, flopping down onto her stomach. “We go into Sunset’s mind, grab the monster, blast it, and come right back. It’ll be easy!”

“Thanks again for babysitting us.” Sunset pointed at her jacket, draped over a chair. “My wallet’s in my pocket. If you wanna order a pizza or something while we’re under, go crazy.”

“No, no, don’t worry.” Fluttershy tickled Ray’s chin. “Ray and I will be perfectly happy entertaining ourselves.”

Sunset turned back to Rainbow, then touched her own geode, hanging from her neck. “Just wearing this thing, I can feel the Marabunta raging inside my head. When we find it, it’s not going to be happy.”

“Sounds like a challenge,” Rainbow said, puffing out her chest.

Giggling, Sunset offered her hands. “Here’s hoping this works. Ready?”

With a smirk, Rainbow grabbed them. “You know it.”

Sunset closed her eyes. A tinnitus-like hum filled the air as the amulet hanging from her neck sparked to life, glowing a bright red. Rainbow could feel the magic flowing through Sunset’s skin, like tiny flickers of lightning jumping between their entwined fingers.

Sunset’s eyes snapped open, beaming with pure white energy.

The apartment disappeared.

Rainbow held in a scream as she was pulled into a swirling purple vortex, magic boring into her eyes and ears and skin. Her brain felt like it might fall from her mouth. Even with her eyes closed, the flashing lights blinded her. The magic twisted up her guts and wrung them back out.

Then, nothing. Then, the ground.

“Aaugh!” Rainbow shouted, crashing stomach-first onto a hard, cold surface. She stayed still for a moment, waiting for the needles in her head to disappear. They didn’t. So, holding in a barrel of puke, she scrabbled onto her hands and knees and scanned the area.

Hundreds upon hundreds of bookshelves, each one as tall and wide as CHS, surrounded her. She looked down, and found a perfect reflection of herself in the marble floor.

In the corner of her eye, a hand appeared. “Need some help?”

Rainbow took Sunset’s hand and rose to her feet. “Ugh,” she said, holding her head. “I feel like I just slammed back, like, fifty beers.”

Sunset rolled her eyes. “You haven’t had a sip of booze in your life.”

“Doesn’t mean I don’t know it what feels like,” Rainbow said, turning up her nose. Her skull throbbed at the sudden motion. “Where are we?”

Stepping forward, Sunset gestured to the bookshelves around them. “Welcome to my mind! I guess your idea worked.”

“Your mind is a library?” Rainbow raised a brow. “Who are you, Twilight?”

“My mind is a lot of things,” said Sunset. “This is just where you enter—a room containing the contents of every book I’ve ever read. Think of it like a lobby. I’ve read your mind before, you have one too.”

“I doubt mine is as nerdy as this.”

“Oh, not nerdy at all,” said Sunset. She examined her nails. “I mean, except for all the pictures of your soccer war with King Goonax the Fourth.”

“One: it’s King Goonax the Third,” Rainbow said, broiling. “Two: shut up.”

“Fine. But my mind isn’t nerdy,” Sunset said, crossing her arms. “It’s... sophisticated. Cultured.”

Rainbow pulled a book from one of the shelves and flipped it open. “This is just filled with algebra!”

Sunset snatched it away.

“So, where is this monster of yours?” Rainbow asked, looking around. All she saw were shelves, stretching out beyond her sight and into darkness.

“I dunno.” Sunset touched her geode. “I can feel its presence, but the Marabunta is designed to be stealthy, to ambush intruders. I doubt it’s just gonna hand itself to us on a silver platter.” She turned to Rainbow. “But considering a foreign body just invaded my mind, I imagine it’s not going to be happy either.”

Rainbow pouted. “I’m foreign? You’re the horse alien.”

“Not what I meant,” Sunset said, frowning. She walked off, down a random aisle. “I haven’t totally explored this library, but I think I know the way to the next room. Come with me, and keep your guard up.”

“Aye aye, captain.” Rainbow followed after, running to catch up. “So, if I look hard enough, am I gonna find some dark hidden secrets of yours in here?”

“I don’t have any hidden secrets.”

“Everyone’s got a secret. Lemme guess: when no one’s looking, you pick your nose.”

“What? Ew.” Grimacing, Sunset shook her head. “I told you this morning, I don’t keep secrets anymore. But what about you? Are you sure you really aren’t afraid of anything?”

“Of course I’m not. I mean, have you seen me?” Rainbow rolled up her sleeves and flexed, showing off her lean, muscled arms. “How could someone as awesome as me be scared of anything? This monster of yours will be crying for his mommy once I’m through with him.”

Sunset simpered. “Y’know, Dash, I get being confident, but some people might find that bravado of yours a bit obnoxious.”

Rainbow dropped her arms and locked them to her side. “I’m not obnoxious,” she spat, voice cracking.

“I didn’t say you were. I just said that flexing in my face might be.”

“Oh.” Rainbow turned her head away, trying to ignore how badly her face burned. “Well, that’s not either.” She didn’t pay attention to Sunset’s response.

They kept walking. Sunset’s mind-library went on for miles it seemed, stuffed with books upon books upon books of every shape and size. Just how many books had Sunset read in her life? Rainbow didn’t think that this many books even existed. She enjoyed a good adventure novel now and then, but Sunset’s mind looked like the king of all libraries.

As they passed into another aisle, Rainbow fell back from Sunset, then reached up and pulled a book from a shelf. She grabbed the biggest one she could see, bound in blood red leather, and generally looking like something straight out of a vampire flick.

She opened it up to a page in the middle, and furrowed her brows. Unintelligible scribblings stared back at her, some bizarre cross between gibberish and gobbledygook. Drawings of horses and skulls filled the margins.

“What are you reading?” Sunset called over her shoulder.

“You tell me.” Rainbow turned the book around, showing Sunset the page she’d opened up to. “It looks like something an emo kid would doodle in their math notebook.”

Sunset went white. She shot towards Rainbow, grabbed the book from her hands, and tossed it back onto a random shelf.

“Whoa, whoa!” Rainbow said, checking her fingers for papercuts. “What’s wrong? What was that?”

“Nothing.” Sunset hurried forward. “Just a stupid book.”

“That was not nothing.” Rainbow ran and grabbed her shoulder, twisting her around to see her face. “C’mon. I thought you said you had no secrets?”

Sunset stared, blank faced—then snorted. “It was a book of dark magic. Worse than the Marabunta—the kind that’s made to hurt innocent people.”

“...And you have it memorized?”

“No!” Sunset shouted. She sputtered, then added, “Well, yeah, I do, but that’s just because I have a good memory. You remember pretty much everything you read, technically, you just can’t access—” She stopped and face-palmed. “It’s before I became friends with you girls, okay? When I was evil.” Shaking, she managed to look Rainbow in the eye. “Really.”

“Okay, okay.” Cursing herself for not thinking before she spoke, Rainbow put on a smile and patted Sunset’s back. “Don’t worry about it. I bet you have lots of weird pony stuff in here.”

Silent, Sunset nodded.

The floor beneath them shook, sending a few books tumbling to the floor. Sunset and Rainbow grabbed each other as the tremor passed through, and shared a wide-eyed look once it ended.

Rainbow swallowed. “Was that...?”

Sunset took a deep breath. “I think so. That must mean we’re going in the right direction.” Her embarrassment seemingly forgotten, she let go of Rainbow’s jacket and resumed walking. “Come on, we’re not far from the exit.”

Taking one last glance at the book of dark magic, now lying open on the floor, Rainbow followed.



Eventually, they reached the end of the darkened horizon—a marble wall, with a single unmarked door fitted into the middle. Sunset opened it up, and the two walked through. They entered a narrow hallway, each wall dotted with countless doors, just like the one they’d just opened.

Sunset blinked. “We went the wrong way.”

“What?” Rainbow’s whole body wilted. “We’ve been walking for, like, twenty days. And now we have to go back?”

“No, we should be fine.” Sunset advanced down the hall. “This just isn’t what I was expecting to see. I’ve never been in here before.”

“Well, what’s behind the doors?” Rainbow tried to peer through a keyhole, but just found darkness.

Sunset opened a random door. Her face went volcano red and she slammed it shut again. “I think I know what hall this is now,” she said, backing away.

Rainbow leaned forward. “Yeah?”

For a moment, Sunset kept quiet, glancing between the closed doors. Then, with that same blank face she had taken on about the book, said, “Stay here, don’t open anything. I’m going ahead to look for the Marabunta.”

“Excuse me?” Rainbow stomped up to Sunset, hands on her hips. “I did not get thrown into a magic brain vortex just to sit on my butt. I came here to help you fight!” She pointed to the door Sunset had opened. “And what happened to not keeping secrets? We, like, just went over this!”

“There’s a difference between something being a secret and something being”—Sunset waved her hand around, like she was searching for the words in the air—“personal. And besides, you’ve got super speed, and this hall echoes like crazy; if I find the Marabunta, I’ll call for you, and you can run and meet me.”

“Can’t I just follow you?”

“I’m probably gonna be opening lots of doors, and I’d rather you not peeking in.”

“Ugggghhhhhh.” Rainbow threw her arms up and banged her fists against a wall. “This is so dumb!”

“Hey, it’s my mind,” Sunset said, hands on hips. “My brain, my rules.”

Rainbow slid down the wall and groaned. “Fine.”

Sunset nodded and walked off, checking different doors as she went. Rainbow glowered.

---

Fluttershy sighed.

Rainbow and Sunset—both of whom’s eyes had become like searchlights, blazing with white energy—had been gone for almost an hour now. Ray had fallen asleep just a few minutes later. Fluttershy had no phone service in this part of town, and had forgotten to ask Sunset for the WiFi password.

Already she’d organized all of Sunset’s bookshelves, checked all the outlets to make sure there was no danger of a fire breaking out, and rebuilt her birdhouse. Now she just sat by Sunset’s desk, hands folded in her lap, waiting for her friends to return.

Her eyes wandered around the apartment, searching for something new to clean.

They fell upon Sunset’s jacket, still hanging from another nearby chair.

She knew she couldn’t call for food—no phone service—but still she stood and picked Sunset’s jacket up. “Goodness,” she said, stroking the faux-leather. “This is so smooth. No wonder Sunset wears it so much.” She felt the insides, and found they were just as soft as the outside was smooth.

She glanced up at Sunset and Rainbow. Still caught in their trance.

Slipping the jacket on, Fluttershy walked over to Sunset’s mirror. She giggled at her reflection; her pink locks didn’t complement the black leather as well as Sunset’s red-and-orange did, but she still looked quite nice. Hot, even. It reminded her of a different era in her life—one that she still didn’t want to talk about, not even to herself.

Placing her hands on her hips, Fluttershy smirked as hard as she could. “I’m Sunset Shimmer,” she said, trying to imitate her friend’s deeper voice. “I ride motorbikes and fight brain demons. I’m a total bad girl.”

She laughed again, and moved to take off the jacket—but stopped when she noticed Sunset’s walk-in closet. She scurried over and peered inside.

“Oh, my.”

---

Ten. Minutes.

Rainbow had waited for ten minutes already, and Sunset still hadn’t returned. Just how many doors did this hall have? Rainbow was starting to wish that the Marigold would just attack her right now. Even that would be better than just sitting there, staring at the ceiling.

For the third time since Sunset had left, Rainbow shouted a curse. Once the echo faded, flooding her with silence once again, she slumped over and fell onto her side.

She hated this. She hated when people didn’t trust her, or kept secrets from her, or left her behind. Sunset had done all three. What, did Sunset think she was gonna go blabber on MyStable or something?

What was it about Rainbow that made Sunset act so weird? Why did she treat Rainbow like an idiot?

Maybe she’s got a crush on me.

“Nah.”

Maybe it’s because I never know when to shut my mouth.

Rainbow shook the thought off and stood up. “This is stupid.”

Grumbling, Rainbow walked up to the door Sunset had opened, threw it open, and walked inside.

She saw two familiar people. And a familiar couch.

Sprinting back out, she closed the door tight, then swore never to visit Sunset’s apartment again.

As she tried to calm her speeding heart, she picked another door further down the line and entered it.

She found herself standing behind the counter at Sugarcube Corner, next to Mrs. Cake. The store was packed, each and every table filled with chatting customers. And just on the other side of the counter, chatting and laughing with Mrs. Cake, stood Sunset.

Yet, it wasn’t the Sunset that Rainbow knew. This Sunset was smaller, scrawnier, younger. Like, first year of high school young.

She shared one last laugh with Mrs. Cake, then placed her order. Once Mrs. Cake walked away, however, Sunset’s smile disappeared, replaced by a snide scowl. She took a tiny glance around the store before snatching two dollar bills out of the tip jar. When Mrs. Cake returned with her food, Sunset’s smile came back on, and she handed the bills over as payment.

“Hey!” Rainbow said. “That’s real low, Sunset.”

If anyone could hear her, they didn’t show it. Sunset waved goodbye and walked out of the shop, humming as she went.

The world faded to black for a moment, then the scene—This must be a memory, I guess.—began to replay. Rainbow stepped back out of the dream and closed the door.

Scratching her chin, Rainbow headed further down the hall. What was the theme here? What did these memories share? Things Sunset was embarrassed about? Ashamed of? Didn’t want anyone to know about?

Rainbow picked another door. This one opened up to the courtyard in front of Canterlot High, way early in the morning. The school’s entire entranceway was missing, ripped from the foundation, which meant that this had to be some time soon after the Fall Formal.

It didn’t take long to find Sunset, kneeling in front of the entrance steps, spreading cement between concrete blocks. Rainbow ran to get a better look, but skidded to a stop when she caught Sunset’s voice.

“Screw this,” Sunset spat at the ground, an awful glare stretched across her face. “Screw this, screw this, screw this. Screw everyone. Screw those stupid girls.”

Rainbow stopped just behind Sunset, and recoiled when she jumped up, screamed, and threw her cement trowel across the courtyard. “Ugh, I never should have agreed to become one of the stupid good guys! I should have killed them all when I had the chance!”

The past Sunset turned around and gazed right through Rainbow, to the horse statue in the center of the yard. “These girls think they can change me, make me one of them. They can’t. As soon as I get the chance, they’re dead.”

Rainbow Dash stared, eyes gone wide, mouth gone dry.

Then came Sunset’s voice again, but this time from behind her. “What the hell, Rainbow?”

She turned around just in time for Sunset—the real Sunset—to grab her by the collar and drag her out of the memory, back into the hallway. Once the door closed, Rainbow pulled her off. “Hey, watch it!”

“I told you not to look at anything!” Sunset said, jabbing a finger too close to Rainbow’s face.

Rainbow hit her hand away. “So what, I’m not even allowed to see now? You want me to rip out my eyes?”

“You’re not funny, Dash.” Sunset sneered. “I’m being serious.”

“I’m here to help you!” Rainbow shouted. “Why don’t you trust me?”

“Because you keep looking at stuff you’re not supposed to! Even when I tell you specifically not to!” Sunset growled and shook her head. “You’re so annoying. You never listen!”

Rainbow fell back a step—then saw red. She grinned. “Oh, I’m annoying, huh? Why? Because I found out about your plan?”

Sunset stared. “What?”

“You know what I mean. Your plan to kill all of us?” Rainbow said, forcing a laugh. Her head buzzed. She didn’t mean this, she knew Sunset would never hurt them, Rainbow just wanted to hurt her. “Maybe you brought me here just to kill me!”

“No...! No.” Sunset looked ready to beat Rainbow to death right there. She advanced on her. “You don’t get to turn this around on me. You always assume the worst about me, about everyone! You’re awful!”

Rainbow threw out her arms and shoved Sunset away. “You’re awful!”

Sunset stumbled away a few steps, but then swore and shoved Rainbow right back.

Mind wild, Rainbow balled up her fists and reared back.

A brain-shaking roar ripped through the hallway.

From the shadows, a mass of red goo like blood gelatin spilled down the hall. It moved with the speed of an airline, headed straight for the girls.

Sunset gasped. “It’s the—! Crap!”

“Quick!” Rainbow said, shaking Sunset’s shoulder. “Do the spell!”

“Uh, um—” Sunset tapped the side of her head. “Beldurra suntsi—”

The Marabunta surrounded them, climbing up the walls, flowing through their shoes. It let out another roar and rocketed towards Sunset.

“Watch out!” Rainbow screamed, and knocked her out of the way.

The monster crashed against Rainbow, crushing her against the floor. She couldn’t breathe couldn’t move couldn’t think as it enveloped her. All she felt was the sensation of a thousand burning insects crawling across her skin.

She flailed her arms in every direction, tearing through the Marabunta until she reached fresh air. Head now free, she took a gasping breath, found Sunset—knocked to the floor, trembling—and managed to shout “Help!” before the goo wrapped around her face and pulled her down again.

She fought for a few moments more, but couldn’t find the air again. Her fists unclenched, her muscles relaxed. Dark.

---

Rainbow woke up with a shuddering groan. She felt cold, wet, slimy, like she’d been vomited up by a whale. Coughing, she pulled herself out of the fetal position and onto her rear.

She sat in the center of a darkened room, bare walls on every side. She tried to remember how she’d gotten here, but came up empty. Not worth worrying about.

Especially now that Fluttershy was here, walking towards her. Rainbow waved to her, calling her name, and once they got close asked, “Hey! Did you see Sunset? I think she needed something.”

Fluttershy lifted her hands, revealing the birdhouse Rainbow had smashed. “Why did you do this? Why are you so awful?”

A spike of fear rammed itself into Rainbow’s gut. “I’m sorry,” she said. She reached towards Fluttershy, but couldn’t reach her. “I’ll fix it.”

“You’re obnoxious,” Rarity said. “Ugly, vapid, unlikable.”

“That’s not true.” Rainbow jumped up. Her chest felt tight. “Stop it.”

Twilight appeared next to her. “And stupid. Mean, too. If it wasn’t for your magic, no one would want you around. I don’t want to be friends with you.”

“I don’t either,” said Pinkie.

“Shut up!” Rainbow tried to clench her fists, but was shaking too hard.

“All you ever do is yell and make jokes,” Applejack said, crossing her arms. “Nobody likes them. We just laugh because we don’t want you to know how much we hate you.”

Eyes stinging, Rainbow swung at Applejack, but missed and fell to the floor. She landed hard on her side, all the breath leaving her body.

Sunset stood over her. “You never think before you do anything, do you? And then, when it all blows up in your face, you just expect everybody to forgive you.”

“We don’t forgive you,” Fluttershy said. “We’re done with you.”

Rainbow covered her ears and screamed, but nothing could block out the voices. Nothing could shield her from the truth: she didn’t deserve to be cared about. She didn’t deserve friends. Not someone as rude and selfish as her.

The tears spilled out before she could grit her teeth to stop them. “Please,” she said through her sobs. “Stop—stop!”

Their insults continued for ages, endless, pointing out her every flaw and weakness. Just as Rainbow lifted her head to smash it against the floor, against the walls, anything to make it end—

“Let go of her!”

Warmth filled Rainbow’s head, then flowed out of her ears. She opened her eyes to find herself in an empty white chamber, resting in Sunset’s arms, all her memory returned to her. Above them hung the Marabunta, crawling across the ceiling, its various chunks forming into one moist mass.

Rainbow took deep, gulping breaths. “Sunset,” she said. Her face, soaked with tears, felt like mush. “Why did you save me?”

“What do you mean, why?” Sunset helped her to her feet. “You’re my friend! I wasn’t just gonna let the Marabunta kill you!”

“But, but—” Legs trembling under her, Rainbow shook her head. “But you should hate me! I’m stupid, and mean, and annoying. I looked at all your secrets!”

Sunset smiled. “It’s true, Dash, you can tick me right the hell off sometimes. But that’s just who you are. You’re my best friend, and I’m not gonna leave you behind.”

The Marabunta roared, finally back into one gargantuan blob.

Sunset glared up at it, feet planted firm. “Let’s end this.” She lifted her arms and thrust her palms out towards the monster. “Beldurra suntsituko da!”

A silent moment passed. The Marabunta kept hanging.

Sunset stepped back. “It didn’t work—”

The Marabunta swooped down and grabbed Sunset, slamming her into a wall. Rainbow shouted and beat her fists against it as it passed, but her hands just sunk into the goo.

“Rainbow, run!” Sunset shouted as the Marabunta crept up her body. She craned her neck to keep out of its reach. “This thing is too strong! Go get the girls, Princess Twilight, anyone—”

With slick gurgle, the Marabunta forced itself into Sunset’s ears. A swimming pool of red goo slipped into Sunset’s head, earning a scream from the helpless girl. Within seconds, the Marabunta had disappeared into its new home, leaving Sunset to collapse like a broken doll.

Rainbow froze for a few seconds, cold terror planting her to the ground. Then, shrieking Sunset’s name, she zoomed over to the carcass and rolled her over onto her back. She wasn’t breathing.

“Oh my god, oh my god,” Rainbow sputtered.

Sunset’s eyes stayed open, but she just stared forward, not blinking. Behind the whites of her eyes, Rainbow could see slithering red tendrils, mixed in with the bloodshot veins.

“Let her go!” Rainbow beat her fists against the ground by Sunset’s ear, as if trying to scare away a cat. “Get out of her head!”

Sunset had managed to free Rainbow. Why couldn’t Rainbow do the same?

It’s not my head. I can’t do anything.

Rainbow closed her eyes and rested her head on Sunset’s stomach.

She could feel a familiar burn in the pit of her stomach. Rainbow panted for breath, let the tears spill down her face. All her thoughts, all her emotions launched into overdrive.

She let out a shout, and blue light surrounded her. Wings shot out from her back, and her hair grew to twice its length.

“You came back for me,” Rainbow said. She touched the geode on Sunset’s chest. “I’m coming for you.”

She focused her magic into Sunset’s amulet until it began to glow. She’d never used Sunset’s powers before, but she just sparked her energy in the same way she did to use super speed—and the empty room around her melted away, replaced by the courtyard of Canterlot High.

This time, however, half the school had been torn away, blasted into rubble and flame. Corpses lay strewn across the sidewalks. And above it all flew Sunset, her skin and body twisted into its horrific demon form. She circled like a buzzard above the bodies of all her friends, Rainbow included.

“Why?” Twilight asked. “Why would you do this?” All she received in response was a blast of burning magic, centered right on her stomach. She screamed out in pain.

Rarity scowled. “We forgave you!” she called up to Sunset. “You were our friend!”

“Oh, you really believed that?” Sunset giggled and burned Rarity’s legs. “You’re an idiot, then! You never should have trusted me. All I’ve ever wanted is power! I could never stay good!”

Rainbow watched as the she-demon swooped through the sky, torturing her former friends, until she heard muted sobbing from somewhere in the distance.

She ran over to find Sunset—the normal, teenaged Sunset—kneeling by the horse statue, head in her hands, crying. “Stop,” she said, barely audible above the moans of her friends. “Stop, please. I don’t want this. I don’t...”

Rainbow shook her shoulders. “Sunset, wake up! Sunset!”

Sunset looked up, her face damp and a patchy red. “Rainbow?” She looked over to her dreamt-up friends. “But you’re...”

“This isn’t real! None of this is real!” Rainbow said. “It’s just the Marabunta playing a trick on you!”

Sunset blinked a few times, a look of realization passing over her face. But it soon disappeared, drowned out by another heaving sob. “But it’s true! I’m a monster. You can’t trust me!”

“C’mon, that’s not—”

“For months after the Fall Formal, all I thought about was betraying you. I hated you!” Sunset said. “You forgave me, and all I wanted was my power. It’s been so long now, but what if I fail? What if I go back to being evil? Even now, I’m so impatient, I’m so angry, I’m so—”

“You’re a good guy!” Rainbow said, shaking her again. “You’re smart, you’re funny. You’re kind. You’re the best friend anyone could ever have, no matter how much you used to hate me!”

She pulled Sunset into a hug, locking her arms around Sunset as tight as she could. It took a moment, but soon Sunset sniffled and returned the hug, burying her face into Rainbow’s shoulder.

The sounds of the demon’s mayhem faded out, replaced by the hum of Sunset’s magic. A fiery warmth beat against Rainbow’s skin, and Sunset transformed into her Ponied Up form.

Holding hands, the two of them stood up. With a shared grin, they raised their free arms into the air and focused their magic. White light surrounded them, and Canterlot High disappeared.

Rainbow’s body jerked back as she left the Marabunta’s vision and reentered her body—her body still inside of Sunset’s mind, at least. On the ground, Sunset gasped and shot up.

The Marabunta, all one-million gallons of it, spilled out of Sunset’s head and onto the floor. Growling, it reared back, splashing all over the walls.

Rainbow helped Sunset to her feet. The two magical girls glared at the monster, watching it reform for its next attack.

They weren’t going to give it the chance. As one, they rose into the air, their bodies giving off a beaming light.

Sunset placed one hand on her amulet, and the other out in front of her. “Beldurra suntsituko da!”

A beam of purple energy shot from the two girls and hit the Marabunta dead in the center. Its goo bubbled like hot tar, then swelled, then exploded.

Waves of red juice flooded the room, spilling all over Sunset and Rainbow. The two kept holding hands, even as Sunset snapped her fingers, and everything melted into a purple vortex—



Rainbow gasped as she landed in her real, completely alive body, back in Sunset’s apartment. Windmilling her arms, she fell back and banged her skull against Sunset’s headboard, adding to her already pounding migraine. “Aaugh, crap!”

Sunset fell back too, luckily just falling into her sheets. She groaned, rubbing at her eyes.

A gasp came from the floor below them. “Are you two alright?” Fluttershy asked, standing by Sunset’s mirror and... wearing all of Sunset’s clothes. “Did you get rid of the monster?”

“Yeah we did!” Rainbow cheered. She looked at Sunset. “We did, right?”

“I feel like someone dropped a bowling ball on my head, which is at least a sign that we did something.” Sunset sat up and touched her geode. “Let me try accessing an old memory. If the Marabunta is still there, I’ll be able to feel it.” She closed her eyes.

Heavy seconds passed. Rainbow gulped. “Well?”

Sunset edged open her eyes. “I can’t feel anything,” she said. A smile broke out on her face and she threw up her hands. “I can’t feel anything! Rainbow, we did it!”

Rainbow laughed and pulled Sunset into a hug. The two of them whooped and hollered, even in spite of their mutual magic hangovers.

As the two of them descended the stairs from Sunset’s loft, Fluttershy clapped. “Yay!”

“Yay is right. You wouldn’t believe what Rainbow and I—” Sunset looked at Fluttershy, scanning her up and down. “Uh. ‘Shy. Why are you wearing my jacket? And my shirt? And skirt? And boots?”

Fluttershy glanced down at the oversized clothes hanging off of her, then up at Sunset. She frowned. “You didn’t leave me the WiFi password.”

Sunset furrowed her brows for a moment, but then shrugged. “That’s fair. Hey, who wants pizza?”

“Me!” Rainbow said, raising her hand. “I feel like I could eat a horse after that! Uh, no offense.”

“I should probably change back into my own clothes,” Fluttershy said, blushing. She walked to the closet, but before stepping inside, stopped and smiled at the others. “I’m glad you two got back safe. I don’t know what I would do without two of my best friends.” She disappeared into the closet.

Silence claimed the room. While Sunset took her phone from the coffee table, Rainbow fidgeted in place, working up the nerve to finally say: “Sorry.”

Sunset looked up. “Huh?”

“I shouldn’t have looked into your memories when I shouldn’t have,” Rainbow said. “It was really dumb of me, and that stupid fight we had about it almost got us killed. I’m sorry.”

Chuckling, Sunset waved her off. “It’s fine. Well, it’s actually not, but—I forgive you. I shouldn’t have yelled at you like I did, or even left you behind in the first place.” She put out her fist. “We cool?”

Rainbow laughed and completed the fistbump. “The coolest.”

Sunset smirked and walked off, punching in the number for the pizza place. Rainbow, meanwhile, let out a monstrous yawn and hopped onto the couch. She closed her eyes and rested her head on the cushions. Pizza would take a few minutes—enough time for a nap.

She smelled strawberries.

With a yelp, Rainbow jumped off the couch, tripped on the carpet, and went crashing onto the coffee table, where she landed butt-first on Fluttershy’s rebuilt birdhouse.

Sunset gaped. “What the hell, Rainbow.”

“Sorry.”