Twilight Sparkle yawned, shaking her head as she tried to stay awake. She only had one more chapter to read in the latest book Celestia had assigned her to read.

Spike placed a lantern on the table to ease her strain. Despite the passing of time he really hadn’t grown that much since their previous trip through the portal. He had grown a few inches, making him taller than the Cutie Mark Crusaders, but still not as tall as a full grown pony.

“Thank you, Spike,” said Twilight, patting his head.

“No problem, Twilight!” he said happily, giving her a quick salute.

As Twilight began to read again there was a knock on the door, and Twilight turned her head. “I wonder who that could be. It’s pretty late.” Her brow furrowed. “Or is it? What time is it, Spike?” She gave her head a shake to wake herself up. “I’ve been reading so long I have no idea.”

“It’s a little after nine.”

“I hope everything is okay. I almost never have guests this late.” She went to the door and opened it, seeing nothing but a brown traveling cloak. The pony, or whatever species they were, had their head down, hiding their face. “Um, hello? Can I help you?”

“…Yes,” came a hesitant voice. “I believe so. I could use your help. You’re the only pony that I can turn to.”

Twilight’s head tilted slightly. The voice felt familiar. She had heard it before, but where? Her brain began cycling through all the ponies she knew in Ponyville, but came up empty.

Lifting her head, a green aura pulled the hood of the cloak down.

Twilight gasped in disbelief. “Sunset Shimmer? What are you doing here?”

With an awkward look she said, “Well, enough time has passed. The portal is open again… for the next three days. I don’t know if you want to see me again after what happened, but I could really use your help.”

Sunset’s face was so pitiable that Twilight lost her initial misgivings. “Of course. Come on in and tell me about it.”

“Thank you.”

The two of them walked over to the table, Twilight levitating a chair out for her

Spike had gone to the loft to read a comic when he heard the sounds of two ponies moving around. Curiosity aroused he poked his head out to see who was there. His initial reaction was a shocked cry. He hadn’t forgotten that Sunset had tried to kill Twilight in the past.

Sunset looked up at the noise, her expression drooping as she remembered how much effort she had gone through to prove she’d changed in the human world. Both Twilight and Spike were showing that same kind of distrust of her that everyone else had had when her plans had been foiled back then. And if Twilight and Spike, who had both been there when she had been purified and showed remorse, were acting this way, then what hope did she have of making amends with Celestia?

“Just forget it,” she said dispassionately. “I knew this was all a big mistake.” She turned around and began to head for the door.

“Wait, Sunset!” Twilight called out, teleporting in front of her. Twilight could see the pain in her expression, and it was like a flashback to the past, to the teary eyed Sunset apologizing for what she had done, stating she didn’t know the first thing about friendship.

She let out a small sigh. “Spike. Come down here, please.”

He hesitated for a moment before going down the stairs and taking an empty seat.

Twilight put a hoof on her shoulder. “I’m sorry, Sunset. I think the two of us are just surprised to see you again after all this time. I mean, the last time we saw you in Equestria…”

“I know,” she said miserably, a tear coming down her cheek. “The last time I came here as a thief to steal the Element of Magic to help fuel a plot to overthrow Celestia. I know!”

Spike couldn’t stay suspicious. The self-loathing and despair in her demeanor were far too realistic to be faked. “Well… if you didn’t come here to try again then why are you here?”

“Well… to… to make amends.” For a second she met Twilight’s eyes, before looking back down at the floor.

Twilight took her hoof, giving her a gentle tug. “Come on, Sunset. I’m sorry we all got off on the wrong hoof. I’m ready to listen if you’re ready to talk. Please don’t leave. It really is lovely to see you again. I mean it!”

Sunset looked toward the exit to the library. She still had time. The portal didn’t close until nightfall in three days. If she wasn’t going to try then why go through the trouble of coming back in the first place?

Taking a deep breath she allowed herself to be dragged, and she and Twilight both sat down at the table.

“So what’s going on, Sunset?” Twilight asked when they were situated.

Sunset put her head on her hooves. “I returned to Equestria because I wanted to see Celestia again. After all the pain I put her through I just wanted to apologize and resolve things between us. However… after I came through I found I was too scared to actually face her. After what I did the last time I came through the portal I was frightened she’d blast me out of the room before I had a chance to properly explain myself if she saw me again.”

“Princess Celestia wouldn’t do that!” Twilight said adamantly. “Before sending me through the portal she told me how much she hoped you would return one day. She’ll be overjoyed to see you, especially now that you want to make up.”

“I sure hope so.” Pointing to Twilight with a hoof she said, “You’re the only other one I can trust here. That’s why I came all the way to Ponyville. Celestia trusts you completely, so I know you can vouch for me.”

A slight smile came to her voice as she thought of her friends. “It’s funny, but my heart just feels like it’s soaring when I think of them. After you left they were the only ones willing to give me a chance. Everyone else treated me with contempt and anger. Without their support I think I would have cracked and done something stupid again. I can understand why the Equestrian versions of them had such a big influence on you.”

Twilight felt her own smile start as she thought of her friends. “Yeah, they’re all something else. Each of them has their own diversity’s, pieces that make a powerful whole when we’re together. I never would have come as far as I did without their help.

“As for the princess, I can certainly arrange a meeting between you two if it’s bothering you that much. We can take the first train for Canterlot in the morning and-”

“No! No no no!” Sunset replied, her eyes going wide as she began to sweat. “I’m not ready! I want her to really believe that I’ve changed, and I’d feel much more comfortable with all my friends around me. In this world they’re you’re friends, but they act the same as the human versions in my world.”

“The longer you put it off the harder it’s going to be,” Twilight responded with a bit of sternness. “And if you delay too long your three days will be up before you know it.”

“Um, Twilight?” said Spike.

“Yes, Spike?” she responded.

“Did you forget what tomorrow is? You have your big charity event going on. Why not take Sunset along? If she’s so scared of not being liked then let’s fill her heart up with happy things and show her how friendly Ponyville is.”

Twilight looked over at Spike, sucking on her cheek. “Weeeelll… I guess you’re right. She has been gone from Equestria for a long time. It might be good for her to spend a day here so she doesn’t feel alone. During Nightmare Moon’s return the six of us became fast friends as we trekked to the old castle to find the Elements, so it shouldn’t be too hard to make friends with them here. After all, if they’re basically the same personality wise as the versions in the human world you already know them really well.

“Spike, can you do me a favor?” asked Twilight.

“Sure! What can I do for you, Twilight?” Spike responded.

“Would you mind going for a walk?”

“A walk?” he asked, his eyebrow going up.

“Yes. I’d like to talk to Sunset alone for a little while.”

“But it’s the middle of the night. None of the stores will be open.”

Twilight’s horn glowed red, levitating something from the loft where she slept. “Oh, Spi-ike!” she said in a sing-song voice.

Spike looked up and he began drooling. “Is… is that a fire ruby?”

“Yep. It’s all yours… if you go for a thirty minute walk.”

“Deal!” he said immediately. Fire rubies were the peak of dragon cuisine. Taking the jewel when Twilight dropped it into his claw he stared at it, giggling happily. He waved to them, saying, “I’ll see you later. I’m going to enjoy this… nice… tasty… scrumptious… fire ruby.” He gave it a kiss. With that he walked out, without a single look back.

“I was saving that for a special occasion. I guess this counts, but I haven’t seen Spike talk that lovingly and sickeningly sweet since he last talked to Rarity.” Twilight giggled to herself.

Twilight turned her head to Sunset, who was now looking uncertain again.

“Why did you want us to be alone?” Sunset asked.

“Because I already know you’re having trouble with all of this. I think you’d be even more awkward if Spike was here too.

“So now let’s get down to business. You said that you want me to set up the meeting between you and Princess Celestia, and I have no problem with that. I’m glad that you’re ready to put the past behind you. However, if I’m going to plead your case then I’d like more information. Because there was that strict three day limit Celestia gave me only the important information before sending me off. After I came back I saw that you had changed for the better and that was what was important to me so I didn’t press her for details. So what was it? What brought about this big gap between the two of you that made you go through all those plans?”

Sunset stared at the tabletop, her face twitching slightly. “Well, where do I begin?” She took in a deep breath. “I lost my parents when I was eight, shortly after I had gotten into Celestia’s School for Gifted Unicorns. Because I had nowhere else to stay and Celestia felt bad for my loss she offered me a room in the castle. I was so grateful that I began to push myself harder than I ever had. Although I was talented, I was also a little lazy.

“As my effort increased Celestia could see that my magical abilities far surpassed those of my classmates when I put my mind to it, and she offered to tutor me personally. I was so touched and honored.” Tears began to come down her eyes. “I began to see her as a new mother, someone who loved me dearly and wanted to see me excel. And that made me keep trying ever harder. The more she praised me the better I felt, and life felt so rewarding and amazing.”

Twilight felt a grin come to her face, knowing that feeling well. “So what happened?”

“Throughout the five years she tutored me she was the most amazing pony I knew. She was everything I aspired too. I consistently got top grades in all my subjects, and she would always sing my praises, taking me to exclusive events and introducing me to others who might help me excel when I could walk on my own four hooves.

“But then… something changed.”

“What was that?”

“Well… I don’t know.” She shrugged. “All I knew was that she began to treat me differently. She would still take me to social events and introduce me to others, but she stopped complimenting me and praising me in front of others. I thought I had done something wrong, or I had upset her somehow. Maybe she was expecting perfect grades instead of high nineties. I redoubled my efforts on my lessons, taking in as much information as I could, double-checking all my work before handing it in, and indeed my grades took a bigger upswing.

“I expected her to be impressed, but she still was distant from me. We used to be so close, but now she didn’t feel like that motherly figure I had had in the beginning. I put more and more into my work, but her attitude only grew colder.”

“Did you try talking with her about it?”

“Of course I did. Not at first, because I know even the happiest of ponies can get preoccupied, but she didn’t appear to be treating anyone else differently but me.”

“So what did she tell you?”

“She told me that I wasn’t ready for more advanced lessons because I was missing something important. When I tried to press her for answers she told me it was something I had to discover on my own. She told me to start paying attention to others more, and to use my observations to discover what they had that I was lacking.”

Twilight gave her a meaningful look. Given her past experiences she felt she understood. “Friendship,” she stated. “As Princess Celestia’s student I put my all into my studies for the joy of learning and to impress her, but in exchange for that I ignored or dismissed other ponies outside of her and my family. It wasn’t that I saw myself as above them, but more that the Princess and her commands took more prominence than being friends with others.”

Sunset’s eyes glazed over. “It’s obvious now, but back then I didn’t see it. I looked around and studied, but friends weren’t what I saw. I looked at them only as individual’s, not thinking socialization was the issue. I saw a bunch of rubes; weaklings who couldn’t solve their way out of a paper bag. I saw them constantly asking one another for advice or answers instead of working hard to get the answer themselves. It made me sick that they were taking advantage of Celestia giving them such a prestigious education and they wouldn’t even put in the effort to be self-sufficient.”

Twilight stood up, walking towards her. “Well, like it or not there are ponies who are superior to others in certain areas. That doesn’t make them better than another pony. It’s simply a difference of ability. I was of the same general opinion as you, but I didn’t look down on them for it. I just thought that they had so much wasted potential and thought they needed to work harder.”

Sunset looked up at Twilight. They had been so similar in different ways. Her stomach felt tight and a flush of irritation went through her. In a slightly stiffer voice she continued, “I had hit a wall. Celestia had stunted new education, trying to push me more to socialize, and that made me afraid. And my fear turned me to anger. I thought she was pushing me among the general crowd because I had failed her and she was trying to ease me into not being her student anymore.

“I knew I was great. I knew I was possibly the most talented unicorn alive apart from the alicorns, and after all I had done to earn my position that felt like the final straw. In the many books I had read through in the Starswirl section of the library I discovered the existence of another world. That sounded fascinating, and it caught my attention. I brought it up to Princess Celestia and asked her for more information.

“She told me that the portal only opened every thirty moons, and that she had only gone through once.”

“Princess Celestia went through the portal?” Twilight asked, both surprised and intrigued. She hadn’t heard that nugget of information before.

Sunset shrugged. “There’s not much to say. She said when she went through and she assumed her new shape she was ready to investigate and explore… up until she realized that she was essentially powerless in that world. With no magic and no wings she was more or less equal to any other adult in power.”

“So… she just went through and came right back?” Twilight asked, sounding disappointed.

“She told me that her desire for knowledge shouldn’t come before the safety of Equestria. She didn’t want to let her curiosity lead to her getting hurt and possibly missing the portal back home. Since it only opens for a small time frame that meant if she got stuck there then there wouldn’t be anyone on the throne to act as leader, and that could lead to internal strife and conflict. So even though she wanted to learn more she made her home world a priority.”

“I guess that makes sense,” said Twilight, going to sit down again. “I probably would have done the same in her position.”

“I tried to keep it contained, but I showed too much enthusiasm and she figured out where all my questions were leading to. She forbid me from going through the portal, telling me it was too dangerous and unexplored. It led to a big argument between us. I told her it was my choice what to do with my life and she didn’t have the right to stop me. I… I called her a lot of… unflattering names.” She blushed slightly.

“Celestia remained remarkably calm. The only sign of irritation she displayed was a slight tail flick and losing that ever-present smile of hers. Her voice was incredibly composed, which only annoyed me ever more. Here I was, calling her every bad name known to pony kind, and she didn’t crack even a little bit? I wanted to see her in pain. I wanted her to fight me.

“Finally, I just stormed off, telling her I didn’t want anything more to do with the portal or her.”

A few tears came down her eyes as she remembered that fight.

“Princess Celestia is over one thousand years old,” said Twilight. "I would think by now she’s learned to keep a close watch on her emotions. After all, as an alicorn, exploding in anger would be a much greater danger to everyone than any other race of pony. The kind of harm they could do to everybody around them is exponentially greater than any other.

“However, Princess Celestia is still a pony like the rest of us. Shortly after my ascension she told me that things like Nightmare Night, where her sister’s corrupted form became like a joke, or having to control the moon every night, were painful for her. However, she IS our leader, and the most powerful of all of us. She HAS to maintain a professional demeanor, or it could lead the ponies under her rule to panic.”

She put her head on her hooves. “She never even told me these things during my tutelage. She only revealed it to me after I became an alicorn, to begin to drum into me that same need to keep tabs on my emotions. It was a bit of a shock. It must be horrible to have to constantly smile and put on a brave face when she probably wanted a hug and to just cry in somebody’s hooves every once in a while. I don’t think I could bear it if I had to keep everything bottled up.”

She got a distant look in her eyes. “Becoming a princess has made me start wondering about what the future holds for me. I know Princess Luna and Princess Celestia are ageless, but I don’t know if the same holds true for me. Truth be told, though the question has burned inside for a while, I don’t have the courage to ask.”

“Why not?” Sunset asked, leaning in closer.

“It’s not so much being immortally young that bothers me. Its more the thought that others are not.” Her eyes grew wet, blurring her vision. “I wonder whether I’m going to outlive all my friends and have to stand over their graves, knowing that every friend I ever make will go the same way while I continue to live.

“That’s why I understood why she didn’t confide her emotions in me until I had ascended. The only ponies who can truly understand that gift and curse is another who is just like you. Losing her sister for one thousand years must have been unbearable, knowing she had to be the one to seal her away. It’s no wonder she opened a school for talented unicorns. She had to find something to do to distract herself from the heartache.

“The alternative is equally as disheartening. If I don’t lose any of my friends it will only mean that they will lose me first. The truth of the matter that I’ve had to learn the hard way multiple times is that love hurts. There are times we don’t agree and argue over the right thing; times that feelings are hurt or harsh words are said or mistakes are made.

“Despite all the trouble, though, there’s no denying that it’s worth it. I’ve been given a very special gift and role as an idol for future generations to follow.”

Twilight was gently smiling now, but then she glanced over to Sunset and blushed a little as she giggled. “Sorry about that. I kinda just hijacked that thread of conversation. Please, continue.”

Sunset, who had been feeling uplifted hearing Twilight’s inspiring words, felt the fire in her go out as she now had to return to the darkness of her past. She got that clenching, hot feeling in her stomach again. She let out a quick breath and said, “Fine.

“Celestia came to see me in my room a few hours later. She told me that she could see I wanted some space, so she wasn’t going to expect me at my usual study session and she would wait for me when I was ready to begin again.

“It was a bit of a relief for me now that she backed off. However, I wasn’t going to be dissuaded that easily. With more free time to do what I wanted I spent a good amount of time in the library, trying to find out the last time the portal had been opened. The best I could find was some vague, undated reference.

“Since books and history wouldn’t tell me the answer I wanted I tried a different tack. I went through the extremely boring lists of guard duty. Through talking with the guards who guarded the mirror, and poring over pages and pages of names and dates of who was assigned to guard what, I found to my great surprise that the last time it had been opened was twenty-nine moons ago. Which meant that I could leave in a week.

"I was sick of Celestia and her attitude. I acted like I was following her orders though. I attended lessons with the 'less gifted' gifted unicorns, pretending to pay attention while the whole time thinking about how wonderful it would be to get away from her.”

Twilight gave her a searching look, a question forming in her mind. “Hey, Sunset?”

“Yes?”

“At that time were you already planning your… um… 'grand return?'”

Sunset shook her head. “No. Not back then. I was furious at Celestia for bringing me up to the summit, letting me enjoy the spectacular view, and then expecting me to forget how it felt by taking it away and not giving it back no matter how much effort I put into it. I thought she had stopped loving me…” She clenched her eyes tight as she hugged herself, tears pouring from her eyes.

“But the princess only wanted you to stop being so independent and learn to rely on other ponies to fill in the gaps in your life.”

Sunset slammed a hoof on the table, glaring at Twilight. “Do you think I knew that back then, Twilight? Do you think I would be in this position now if I had got it? You asked about the past and what I was thinking back then, and I’m telling you! Sheesh! Cut me a break!”

Twilight backed up in her seat, putting a little more distance between them. “I’m sorry. You’re right. You can’t help what you were in the past. The only thing you can do is try to forge a new future.”

The anger faded from Sunset as she saw Twilight’s reaction. “I’m sorry too. I didn’t mean to get snooty.” She wiped the tears from her eyes.

“Look, Sunset. If talking about the past is too painful then we can just leave it here.”

Sunset slowly shook her head. “No. I’d rather just get it all out now. If you’re going to talk to Celestia about me then it would be best if you knew all the facts. Besides… we’re friends, aren’t we? Aren’t you suppose to share bad times with friends?” An edge crept into her voice. “Or maybe you only want to hear about the good things, and hearing about my past is too much of a burden on you?”

“No, Sunset!” she said insistently. “I was only saying that for your benefit.”

Sunset looked over at her again, saying angrily, “If the whole message was that I was supposed to learn to rely on others then why do you think it would be to my 'benefit' keeping quiet and holding everything in? If I’m so much of a hassle why don’t I just go back home where I’m wanted?”

Twilight could tell Sunset was on the verge of leaving again, and she felt guilt twisting her insides, distressed at the implication she was giving off. She hopped off her chair, walking over and throwing her hooves over Sunset. She closed her eyes, feeling a few tears come down. “I’m sorry, Sunset, if I gave you the wrong impression. I never meant to upset you so. I’m here to listen. I promise. I’ll listen to your problems as long as you want as your friend. I care about you deeply, and I want to see you excel. I only meant that telling me about your past is just bringing up painful feelings for you.

“It’s not that your problems are too big a burden on ME. I think that maybe they’re a bit too much for YOU, so I don’t want you to think you have to continue if it hurts too much. I only feel bad because I’m the one that brought it up in the first place.”

Sunset’s anger faded away, and she found herself returning the hug, enjoying the contact as warmth went through her; the warmth of friendship. She got a lopsided smile on her as she cried a little.

The contact lasted almost a minute, Twilight waiting until Sunset gently pushed her away. “Are you okay now, Sunset?” she asked.

She still had that funny grin on her face, and nodded gently. “Yeah. Thank you, Twilight. I’m sorry for taking things out on you.”

Twilight smiled warmly at her. “No problem.”

Sunset took a deep breath. “One last journey into the past.”

“Are you sure, Sunset?” Twilight asked with concern.

She nodded again. “At least if you know the whole story I’ll have someone who understands.”

Sunset went back to staring at the table, silence reining for a time. She could feel it at the edge of her consciousness, the raging water of her past regrets. She had so many good times with her friends that she had largely forgotten about them. Here, now, without their support, she was expected to confront it all and hope things went well between her and Celestia. What if things went sour?

She let out the breath she was holding. She wasn’t alone here. She had Twilight. Twilight was a good friend, not forgetting her and still being fond of her even though they had been apart for over two years. That was why she was confiding in Twilight in the first place.

Feeling a little more confident she began to talk again. “I waited for the portal to open, continuing to act like everything was normal, all the while simply wanting the time to arrive. At that time I had no intention of stealing the Element and all that. I only wanted to get away from Celestia, to a place where I knew she couldn’t follow.

“It was stubborn pride that fueled it. I planned to leave simply to show her up. She had told me I couldn’t handle it, and I wanted to go almost solely to prove her wrong. I would go investigate this other world and learn about it, coming back with my findings and revolutionizing history, forever remembered as the one who had the courage to go where no pony had ever gone before. It was the thought of being loved by a large number of ponies that made me want to go through with it. I thought that if I couldn’t get Celestia’s approval, then I’d simply have to be content with quantity instead of quality.”

Twilight bit her tongue to keep from responding, knowing how Sunset had lashed out at her before. She wanted to remark that appreciation isn’t the same as love. At best it was a shallow, fleeting love, but as Sunset had remarked that was her thought process in the past.

“The night came when the portal opened, and it took all my self-control not to just go through right then. As I said I wanted to go to a place Celestia couldn’t follow. I expected her to have the guards try and stop me, and she was also probably watching for it from the shadows. I had to wait until the last possible moment, to make it less likely she’d expect me to be there.

“One night passed, then another. I couldn’t focus on my work, knowing that my escape to freedom was so close. Just another couple of hours, and I would finally be free.

“I very nearly botched things. I had spent the time leading up to the portal opening studying the guard schedules and their general patterns. However, my patience was running thin, making me basically disregard all my careful planning and just brute force my way through the problem.

“Using magic I knocked out most of the guards, tying them up so they’d be useless when they awoke. Naturally one of them was discovered, and the alarm went out. Knowing I had very little time before both the portal’s closing and most likely Celestia coming to investigate the commotion I ran full out toward the room where the portal was kept. I couldn’t afford to be as gentle as before, and I used a blunt object to strike any of the royal guards who got in my way.”

Her breathing went up, her heart beating faster. “Just as I was about to go into the room with the portal I saw her mane coming around the corner. I was terrified. I opened the door, about to run in, when I heard her calling my name.

“Just as I got into the room the end of my tail lit up, caught in her telekinesis, the only part of me she could see. I knew if she caught me then that I was done. I conjured up a blade, cutting most of my tail off. I slammed the door behind me, running those last horrifying steps, knowing she was right behind me. I jumped, turning around in mid-air as I heard the door slam open. The last thing I saw as I started the journey to the human world was her face.

“What was it in that face? I still don’t know. She looked shocked and worried; angry; upset. It was a mixture of emotions.

“When I landed by the statue I knew I didn’t have much time to figure out my new body. Celestia had informed me during my questioning what those changes were, but there’s a big difference being told something and actually experiencing it.

“I put my hoof-er, hand, on the stone, feeling it solid under my palm. I let out a huge sigh of relief. I was safe. Even if she wanted to follow me she couldn’t. I had cut it close, but I had made it through.

“I stood up, looking around, realizing what exactly I had just gotten myself into. I had no magic, no support, and I couldn’t return for another thirty moons. I put my hand on the stone again, this time half-hoping that it would go through, but it stayed solid.”

“But why? You spent so much time studying and were much more well prepared than me for the journey.”

Sunset let out a tiny exasperated laugh, a humorless smile on her face. “Because I wasn’t thinking ahead. I DID spend a lot of time doing research, with the sole goal of getting through the portal without being followed. However, I didn’t account for what I would DO once it happened. I knew next to nothing about how different this world was from my own besides that my body changed to match it.”

Her smile faded as she sighed, her eyes fading out. “I was all alone. All… alone.” She shuddered, tears once more dripping onto the table. “I spent most of my first night sitting by the side of that statue, crying my eyes out. I had lost everything, and I couldn’t do anything about it for another few years.

“I couldn’t muster up the energy to do anything, up until I heard Celestia’s words, telling me that I wasn’t ready and I couldn’t handle it. What made me push so hard was simply my burning desire to prove her wrong.”

She wiped her eyes, slowly shaking her head. “The first few days were the hardest. I realized I couldn’t spend the rest of my life sitting there. I had to do what I set out to do. I did a lot of things I’m not proud of. Without magic I only had my own wits to rely on. I stole food and drinks to keep me fed. I’d scope out houses where I knew no one was home and took blankets and pillows and other essentials. I felt terrible inconveniencing others like that, but I had no other choice. I couldn’t explain that I had no family or relatives because I came from another world and was actually a magical pony.”

Twilight looked disapprovingly at Sunset, not pleased by the revelation, but she wisely kept her mouth shut, once again reminding herself that that was Sunset in the past.

“I found a place to sleep that was pretty out of the way and I didn’t expect anyone to sneak up on me. Once I was more or less settled in I knew I needed a plan. I didn’t want to keep stealing forever, and having nothing to do during the day but survive another one wasn’t going to work out forever. So, traveling to another town, I enrolled in the junior high school there. It would fill up six hours of the day, allow me to blend in, they’d provide some free meals, and it would allow me to learn more about the world I found myself in.”

Twilight’s reproachful look gave way to confusion. “Wait! Why in Equestria would you travel to another town just to go to school? The portal is RIGHT IN FRONT OF A SCHOOL!”

Sunset shook her head. “I had no idea if Celestia had a way to open the portal manually. And even if she couldn’t I didn’t want to risk her discovering me when it next opened. I had no idea if she planned to seek me out. And even if SHE didn’t want to go she could always send a small army of her royal guards to bring me back home. It was safer to just stay far away from that school in front of the portal.

“Oh! And one last reason: It was a high school. At the time I arrived I was only old enough for junior high. Not that there were any official records of me to confirm my age regardless.”

“Okay… so then that brings up the next question: when I came through the portal you were enrolled at that school, so what made you change your mind? And one more question: when did you start your revenge plot?”

“I was in the human world for ten years when I first met you, Twilight. Every thirty moons I would survey the area with binoculars, but no one ever came through. Those three days were always the most terrifying.

“When I wasn’t in school I was usually in the library, studying as much as possible. My anger at Celestia grew distant after the first few months. I had adapted quite nicely to my new life. I felt the freedom I had so desperately sought. Despite the inconvenience of not having magic I found that I was enjoying my new look and my new life.

“After three portals came and went without a sight of Celestia, or anyone, for that matter, I decided to transfer to Canterlot High. Of course I had already graduated from high school once in that other town, so I had to feign ignorance and make up stories to get enrolled in another high school.”

Twilight remembered seeing the pictures of Sunset as the Fall Formal Princess. The first time she had looked genuinely happy, the second time smug, and the third time diabolical.

“You said you were happy with your new life and that you found the other world fascinating enough that your grudge against Celestia was unimportant in comparison.”

Sunset nodded. “Yes, that’s correct. But I’m sure you remember who the principal was?”

“Principal… Celes-tia,” Twilight said slowly, and the connection immediately began to form in her mind. “The human world is largely a parallel of our own world, minus magic, horns, and wings. Even though she wasn’t THE Celestia you were mad at, she was A Celestia that acted in many ways the exact same as her Equestrian counterpart. The same way that the Applejack, Rainbow Dash, and the rest, in that world were basically identical to the ones in Equestria.”

Sunset nodded again. “When I first applied I freaked out upon seeing her, sure that she had been waiting for me all this time. Of course she had no idea what I was talking about, and gave me very odd looks, bewildered by my anger.

“When Vice-Principal Luna came in, asking her sister what all the commotion was, I felt more confused. I knew Luna was sealed away in the moon. I started to understand the counterpart system of the human world, and that this Celestia had no idea who I was. I apologized for my outburst, telling her that she looked a lot like someone I knew that had betrayed me, and we completed my enrollment process.

“Going there every day I’d occasionally see Celestia walking the halls, and every time my stomach would cramp up, each time wondering if the real one was one day going to swap with her. But, more than that, I felt my anger returning.

“I tried not to become overcome by anger, but having to hear students mention Celestia always caused me to tense up, reminding me of how scared I really was of my glorious new life coming to an end. I didn’t like the fear, and so I began to hide it behind a wall of animosity.”

Sunset rested her head on her crossed hooves. “It worked. Too well. I managed to convince myself that I wasn’t scared, and to maintain that illusion I had to prove it to myself.”

Twilight understood the next part. “To prove you weren’t afraid of 'Celestia' you began to take over behind the scenes. Even if it wasn’t YOUR Celestia, you still got a thrill out of undermining her and causing dissent right under her nose.”

Sunset rubbed her head over her hooves a few times, saying, “You got it in one. The deeper I got into the act the more I needed to do to maintain it. With the portal due to open around the time of the final Fall Formal before I was to graduate Canterlot High I wanted to end things off with a bang.

“I waited for it to open, at that point so full of myself I didn’t care if Celestia was waiting on the other end. Luckily no one was guarding it at the time. I wanted to swipe the Element of Magic right under Celestia’s nose and replace it with a fake. I thought it would be my ultimate revenge.

“I felt a giddy excitement from the extreme risk I was taking The thrill of the danger involved just made it all the more fun. At the time I noticed that the portal wasn’t in the castle anymore. I thought that only meant that Celestia had given up on me, which was fine by me.

“I drew the attention of one of the royal guards. I got him somewhere alone and hypnotized him. I wanted to be informed of any major events that had gone on while I had been gone. And that’s when I heard about you, Twilight.”

Twilight knew her name was coming up. “So by questioning the guard you discovered I was Celestia’s new personal student, and that me and my friends were the new Element wielders?”

Sunset sat up. “Yep. It came as a shock to me. A new princess, an alicorn, and an Element wielder in one. I didn’t know you back then, but I at least knew you weren’t as competent or skilled as Celestia. And when I heard that your crown was the actual Element of Magic… well, I had to fight hard not to begin laughing hysterically. I thought fate had to be on my side.

“And, well, you know the rest. You were there for it.”

Twilight sat silently, digesting what she had heard. She got up and began to pace slowly around the room. She stopped when Sunset spoke again.

“I turned into a monster.” Sunset began gently sobbing. “I thought I was in the right, but the Element revealed my true self. I came close to murdering you, completely mad with power.

“Even now, years later, I wonder if I’ve really changed at all.”

Twilight saw Sunset was in need of another hug.

Sunset suddenly slammed her hooves on the table, tears pouring down her eyes as she said heatedly, “WHY? Why you? I was just as talented, just as determined. Why did YOU get everything that should have been mine? WHAT MAKES YOU SO SPECIAL, HUH?”

“Sunset!” Twilight replied, clearly hurt.

Sunset slapped her hooves to her mouth, horrified at the accusation she was lobbying against Twilight. Fear began to pour through her in great waves, and she got up from the table, running out the library, using her magic to open the door.

“Wait, Sunset!” Twilight called after her, giving chase.

Sunset didn’t go far. She ran a few houses away before she leaned up against a tree, slowly sliding down it as she wailed into her hooves, curled up into a ball.

Twilight could hear her crying, and slowly walked over to her. She put a hoof on Sunset’s head, gently rubbing it.

Before Twilight could say anything Sunset lifted her head, saying, “I’m so sorry, Twilight. I didn’t mean to say that. That was so horrible.”

She put her hooves to her head, her voice cracking as she said, “I’m scared!” She let out hiccupping breaths before continuing, “What if I’m turning bad again? I don’t want to ever act like that again. I don’t want to be a monster!” She hugged herself again. “H-h-help me, Twilight,” she begged.

Twilight laid down on the ground, getting on Sunset’s level. In a stern but relaxed voice she said, “Sunset Shimmer, I want you to listen to me very carefully, okay?”

Sunset gave a short jerk of her head.

“Jealousy does NOT make a pony bad. Nor does anger. They are all normal pony feelings. I sometimes feel jealous of Rainbow Dash because of how she runs circles around me in flying, or all the different ways my friends excel in areas that I can’t match. It’s what you DO with those feelings that determine who you really are.

“Just by being here, wanting to make amends, you’re proving you’re NOT the same mare you were when you left. You’re growing up… maturing… because of the ties of friendship that you’ve formed. I believe you’re just a little high strung and anxious because of how difficult what you’re attempting is, so it’s pardonable for you to be a little… loose with your emotions. It doesn’t make you evil. It makes you a normal pony.

“I think you’re extremely brave and courageous for attempting to right this wrong when it would be easier to just leave things as they are. However, I think you know that the greater the difficulty the greater the reward. Your experiences with your friends have been teaching you the same way they taught me.”

She put a hoof on Sunset’s chin, lifting it so they were eye to eye. Giving Sunset a warm smile she said, “I accept your apology and still want to be your friend. Thank you for confiding in me.

“Now, c’mon. Let’s go back to the library and I’ll make you a spot to sleep for the night.” Twilight held out her hoof.

Sunset, despite herself, couldn’t help but smile. Twilight was so understanding and kind. She found herself wishing she could be like Twilight someday.

She wiped her eyes before lifting her hoof, allowing Twilight to pull her to a standing position. When she stood up she pulled hard on Twilight’s hoof, pulling her forward, and this time she initiated the hug. She squeezed tightly her friend, feeling so lucky to have one as special as her. “Thank you, Twilight,” she said with all the kindness she could muster.

Twilight closed her eyes as she hugged back, a few tears coming down as she said with the same tone, “You’re welcome, Sunset.”

Author's Notes:

So this chapter focuses on Sunset's past and what led her to abandon Celestia. I went through the relevant areas in the movie and tried to thread her motivations and actions around it. If I missed something or something feels out of place please let me know so I can correct it.

Hope you enjoy my take on Sunset's backstory.