For years, all Starlight Glimmer had wanted was to make Equestria a place where nopony felt better or worse than others. A place where everypony was equal. A place where nopony would ever abandon another over a Cutie Mark... But just as her dream was starting to go somewhere, Princess Twilight Sparkle and her friends had brought it all crashing down around her, forcing her to flee from her sanctuary of equality.

As Starlight made her way through the mountain caves by the village she had formerly presided over, her mind seethed with anger. She had only wanted to help ponies feel like they were all equal. While her methods were sometimes harsh, she believed it was a simple matter of being cruel to be kind, and that it would ultimately serve the greater good. But those outsiders had felt differently. They had ruined everything, destroyed what had taken Starlight years to build, left her completely alone once again, and she despised them for it. But she especially hated Twilight, whose preachy speeches seemed to be the very antithesis to her equality philosophy.

"How dare they..." Starlight muttered to herself as she marched through the cold dark caverns. "They turned my citizens against me, forced me out of my own town, took everything special away from me. Well, now I'm going to return the favor! I'll find what's most important to them, and take it away, just like they did to me!"

Intent on having what she saw as her rightful revenge, Starlight took to spying on Twilight, seeking to find a way to punish her for taking away her paradise. She learned much about Twilight and her friends, and even learned of the magical map that had brought them to her village in the first place. But the more she watched them, the more bitter and angry she became.

"How can a group of ponies so different be such good friends?" She asked herself as she paced around the inn room she had rented for the night. "I've seen them have countless arguments, but they always come back together. How can there be harmony between them without some kind of equality? I don't understand it..."

The more she thought about it, the more she resented their seemingly improbable friendship, becoming determined to find a way to destroy it, for she knew that was the way to punish them most.

One day, in the midst of her spying, she heard Twilight and her friends talking about time travel, and was struck by inspiration.

"Now there's an idea." She muttered from her hiding place behind a bush. During the course of her own studies, she had heard of Star Swirl the Bearded's own foray into the field. "Time travel could be just the thing to put them in their place..."

A short while later, Starlight heard that Twilight was holding a lecture regarding Cutie Marks in Canterlot, and attended it, hoping to learn more about her hated foe. But she got more than she hoped for; She learned that Rainbow Dash's Sonic Rainboom had resulted in a Cutie Mark connection between Twilight and her friends.

"That's it." She smirked as she left the lecture hall. "At last. It's payback time, Twilight..."

Starlight sneaked into the Canterlot libraries, and stole Star Swirl the Bearded's time travel spell, even hitting upon the idea to use the magic of the Tree of Harmony to power it, enabling her to go to where she needed to go.

She made it back to Ponyville ahead of Twilight, ready to use the power of the map to go back and stop the Rainboom, and undo the connection between Twilight and her friends. She could have enacted her plan before Twilight even knew what had happened, but she wanted Twilight to see her do so, leaving behind the scroll to bait her into following. Twilight didn't disappoint, and Starlight took a twisted pleasure in ruining her attempts to correct the timeline. She even didn't mind the idea that their clash could last the rest of eternity. Her desire to rob Twilight of her precious friends took precedence over everything.

It was then that Twilight tried to convince her to stop, claiming the present was being ruined by her interference. Starlight was less than impressed by her argument.

"Spare me your overblown ego!" She sneered. "No group of friends, even Princess Twilight's, is that important!" To emphasise her point, she zapped the young Rainbow Dash off course.

"I don't know how important other ponies' friendships are to the future, but I can show you what the world is like without mine!" Twilight announced. As the portal opened again, she grabbed Starlight, taking her in with her.

As the light faded, Starlight was shocked to see a barren wasteland all around them.

'What?' She thought, stunned. 'What is this place...?'

"Where are we?!" She rounded on Twilight.

"The future. Or rather, the present." Twilight declared.

"But there's nothing here!" Starlight pointed out.

"I wish I could say I was surprised." Twilight said flatly. "But every world I come back to is worse than the last. I don't know why my friends and I are so important to Equestria, but we are."

'No, it can't be...' Starlight thought, before bewilderment turned to anger. 'She's lying! She has to be!'

"I don't believe you!" Starlight said stubbornly, unwilling to accept that this was what the present was like without Twilight and her friends.

"Come on Starlight, look around!" Spike urged.

Starlight took another look at the wasteland around her. She had only wanted to punish Twilight, not ruin Equestria. This... was horrifying.

'How could this have happened?' She thought, distraught. 'How could stopping the Rainboom cause all this? How?'

"Like I said, everything in the past affects the future, even the tiniest act." Twilight told her. "And what you're doing leads here. I know I can't stop you, but I thought showing you this might change your mind."

"Change my mind?" Starlight growled, outraged that Twilight presumed she could predict her thoughts. She couldn't understand why her village was such a wonderful thing, so how could she hope to understand Starlight? "You don't know anything about me! I was perfectly happy before you and your friends ruined what I built! "

"I don't know what happened that led you to make your village without Cutie Marks, and I'm sorry my friends and I had to take it away." Twilight apologised.

Twilight's apology only made Starlight angrier, the pity on her foe's face driving her further into outrage.

You want to know what happened to me?!" Starlight snapped. "I'LL SHOW YOU!!"

Her anger pushed to its limit, Starlight activated the time travel spell, taking the three of them back to the day Sunburst left her. She had intended to prove her point to Twilight over her belief that Cutie Marks caused nothing but pain, but seeing the worst moment of her life unfold before her eyes once more was even more painful than she could have imagined. Reliving Sunburst leaving her behind only worsened her emotional state, as memories of her isolating herself from others in the coming years flooded her mind.

"I stayed here and never made another friend, because I was too afraid another Cutie Mark would take them away too!" Starlight vented her lifetime of misery at Twilight.

"That's ridiculous. A Cutie Mark can't take your friends away." Twilight countered.

Twilight's attempt to reason with Starlight just served to remind her of why she was doing this.

"Not everypony's lucky enough to get her Cutie Mark at the same time as her friends!" Starlight raged, painfully aware that Twilight had what she didn't.

Bitterness and resentment overwhelming what little reason she had left, Starlight pulled Twilight and Spike back to Cloudsdale on the day of the Rainboom.

"You don't know what it's like to lose a friend because of a Cutie Mark." Starlight growled. "But once I stop the Rainboom, you will!"

Starlight transported Spike's backpack over to her and pulled out the scroll with Star Swirl's spell on it, her magic starting to tear it in half.

"And when I destroy this scroll, there'll be no way for you to change it!" Starlight snarled.

'No more replays.' She thought, her rage past its breaking point. At that moment, she didn't care that she'd be stuck too. She just wanted to make Twilight suffer the way she had suffered, regardless of the consequences. 'Time to end this...'

Starlight, you're right! I don't know what you went through!" Twilight admitted. "But I do know you can't do this! I've seen where this leads, and so have you!"

"I only saw what you showed me!" Starlight spat, falling into denial. She refused to accept the wasteland present she had seen, which seemed less real and more like some kind of trick with every passing second. "Who knows what'll really happen? "

"I've seen it a dozen times!" Twilight retorted. "Things don't turn out well in Equestria without my friends!"

"Ugh! What's so special about your friends?!" Starlight snarled, exasperated by the same question she had asked herself countless times. "How can a group of ponies that are so different be so important?!" She screwed up her eyes in frustration, unable to wrap her head around how their friendship lived on, while hers didn't.

"The differences between me and my friends are the very things that make our friendship strong!" Twilight revealed.

"I thought Sunburst and I were the same..." Starlight remembered, tears welling in her eyes. "But we turned out different, and it tore our friendship apart!"

Her anger replaced by grief, Starlight tore the scroll further.

"So try again! Make new friends!" Twilight told her. "And if something that you can't control happens that changes things, work through it together! That's what friendship is!"

As she heard those words, Starlight's resolve began to falter. Twilight's talk of friendship reminded her further of how lonely she had been for so long. She had never been able to bear the thought of losing another friend, so it had never occurred to her that there might be a way to prevent it from happening.

'It can't really be that simple... can it?' She asked herself, her determination slipping.

"And it's not just my friendships that are important to Equestria! Everypony's are!" Twilight continued. "When yours ended, it led us here. But just imagine all the others that are out there waiting for you if you just give them a chance!"

Starlight was reminded of Double Diamond's last words to her.

"You never even gave us a chance!"

Before, those words had filled her with anger. Now, she was starting to see the truth in them. She was starting to think that perhaps there were true friendships waiting for her. But it wasn't enough to assuage her doubts.

"How do I know they won't turn out the same way?" She asked weakly, tears streaming down her cheeks.

In that moment, the true Starlight emerged; A heartbroken little filly, terrified of being abandoned again.

"I guess it's up to you to make sure they don't." Twilight held out her hoof.

Starlight was thrown by the gesture. She had inflicted so much torment on Twilight, yet there she was, reaching out to her. For so long, she had seen Twilight as her enemy, a narrow-minded meddler who had ruined her life. But now, she was actually trying to help Starlight.

'Could she actually be right?' Starlight thought, unsure of herself. 'And was I just wrong all this time?'

The filly Rainbow Dash rushed by, reminding Starlight of why she was there in the first place. Starlight hesitated, her desire to stop the Rainboom struggling against a myriad of new feelings.

'Enough.' She finally decided. 'I have to end this... the right way.'

Finally giving in, she gave Twilight her hoof, and released the scroll, which fluttered into Spike's claws.

The Rainboom finally emerged, as it was meant to. As the rainbow wave spread across the sky, Twilight smiled at Starlight, no hint of spite or grudge on her face. Humbled, Starlight could only smile back. The two mares held each other tightly as the portal pulled them back to the present, all enmity between them forgotten. They landed in the map room of Twilight's castle, the true timeline restored, and the map destroyed Star Swirl's spell, ensuring it could do no more harm.

'Good riddance...' Starlight thought, now aware of what damage such a spell could cause in the wrong hooves.

Twilight's friends entered the room, drawn by the map's destruction, and were surprised and angry to see Starlight there.

"Uh... what's she doing here?" Applejack frowned.

"It's a long story." Twilight admitted, as Starlight smiled awkwardly. "Starlight, could you step outside for a moment? My friends and I... need to talk."

'Should have seen this coming...' Starlight thought meekly, as she left the room, feeling the stares of the others on her back.

As Starlight paced outside the map room, the muffled sound of the ponies she had once hated discussing what to do with her on the other side, she discovered that her bitterness and resentment had been replaced by guilt and regret. But with those emotions came clarity. She hadn't considered it before, but she had never thought of what she would do after she'd gotten her revenge. All she had been able to think about was making Twilight suffer, with no thought as to what would come after... For a mare who had once believed she possessed vision, the fact that she could have been so short-sighted disgusted her.

'Good job, Starlight.' She berated herself. 'You nearly destroyed Equestria, all over some petty grudge. Don't be surprised if Twilight calls the Royal Guard to lock you away...'

Starlight's thoughts were interrupted by the doors to the map room opening. Spike poked his head out, urging her to enter.

Bracing herself for the worst, Starlight walked into the room.

"I know there's no excuse for what I did, but I want you all to know that I'm ready for whatever punishment you think is fair." She said solemnly as she approached.

"I've been thinking a lot about how badly Equestria fared without just one group of friends." Twilight admitted. "Because even when one friendship dies, the results can be disastrous."

"I know first-hoof how true that can be." Starlight bowed her head.

"And that's why I've asked you here." Twilight revealed. "If you're willing to learn, I'm willing to teach you what I know. You'll have the power to make Equestria an even better place."

Starlight was surprised, to say the least. She had never expected such an outcome. Even after everything that had happened between them, Twilight was still reaching out to her, offering to help. Starlight was humbled like never before. She knew now how wrong she had been to hate Twilight, who had responded to her moment of blind fury with true compassion. Every fibre of her being wanted to accept Twilight's offer, but Starlight was unsure of where to begin.

"How do I start?" She whispered nervously.

"Starting is easy!" Twilight smiled. "All you have to do is make a friend! And you've got seven of them right here."

The rest of Twilight's friends gathered around Starlight, smiling.

"...Really?" Starlight asked, overjoyed. "You'd all be my friends? After everything I've done?"

"Ah reckon we've forgiven worse." Applejack shrugged.

"Besides, if Twilight says you're okay now, that's good enough for us." Rainbow Dash assured her.

"When we first met, I thought you were a perfectly nice mare." Fluttershy admitted. "I guess now you get to prove me right."

"We all make mistakes." Rarity nodded. "But not everypony is willing to make them right. Clearly, you're not one of those ponies anymore."

"I always love making new friends!" Pinkie squealed. "And no offense, but you're not the first former meanie I've made a friend out of."

"None taken." Starlight smiled weakly. "I deserve to be called far worse..."

"Let us be the judge of that." Spike told her. "And by that, I mean we won't be judging you. At all. Y'know, because friends don't do that."

"I told you it was easy, didn't I?" Twilight beamed at Starlight.

"Group hug!" Pinkie called.

The entire group embraced Starlight. She tensed up, unused to such intimate contact. But almost instantly, she felt a warm feeling building up in her, a feeling she hadn't felt in many years.

"Thank you all." She smiled, her eyes welling up with tears once more. "I don't really think I deserve this, but I promise I'll do my best not to make you regret it."

"That's all we need to hear." Twilight grinned. "And if you ask me, you're off to a great start."

Starlight smiled wider than ever, as the coldness she had kept in her heart for so long finally started to melt.

"I'm sorry." She sniffed. "I really am..."

"We know." Twilight smiled, as she and others hugged her more tightly.

'So this is what's so special about them...' Starlight thought. 'I never would've guessed...'

Over the coming days, Starlight spent time with each of her new friends, partaking in their interests, seeing the special talents she had once despised on full display, and actually enjoying them.

In Rarity's boutique, Starlight was the model for a beautiful dress, made just for her.

"Hmm, just needs a little something extra..." Rarity added some diamonds to the skirt. "Perfect!"

Spike, who had watched the whole thing, applauded enthusiastically.

"How do I look?" Starlight asked.

"You look fabulous, darling." Rarity smiled.

"Of course she does." Spike nodded. "She's wearing one of your dresses."

"Oh, thank you, Spikey-wikey." Rarity patted the delighted dragon on his head. "I can always count on you to appreciate my work."

"He's not the only one." Starlight smiled, admiring her reflection. "Thanks, Rarity."

"My pleasure." Rarity replied.

Next, she spent some time getting to know Fluttershy's animal friends.

"They're all so adorable." She admitted, looking upon several rabbits and weasels. She had never thought much of animals either way, as they didn't have much to do with her equality goals. But looking at these animals, Starlight felt a change of opinion was in order.

"They sure are." Fluttershy nodded.

Suddenly, Starlight was picked up and hugged tightly by a bear.

"Oh, look." Fluttershy smiled. "Harry likes you!"

"I like him too..." Starlight wheezed.

Rainbow invited Starlight to join her on her personal obstacle course, putting her levitation ability to good use.

"Not bad." She declared, as Starlight followed her through one of the hoops. "For a pony without wings, you've got some nice moves!"

"Well, I have had some practice..." Starlight admitted.

"So I've heard." Rainbow smirked. "Let's see if you can keep up with yours truly!"

Rainbow flew off, Starlight right beside her.

After that, Applejack had Starlight join her in apple-bucking.

"Just give the tree a good ol' kick." Applejack told her.

"I don't know..." Starlight frowned. "I'm not exactly a physical kind of pony..."

"Ya won't know 'til ya try, sugarcube." Applejack declared. She bucked a tree, knocking down several apples. "Ya see? Nuthin' to it. Give it a shot."

Emboldened by Applejack's encouragement, Starlight bucked her tree as hard as she could. To her surprise, almost as many apples dropped down.

"Well, Ah'll be." Applejack grinned. "Guess yer a natural. If Ah didn't know better, Ah'd say ya actually got some Apple family genes in ya."

"It wasn't that good..." Starlight said modestly.

"Think Ah can count on ya to lend a hoof next applebuckin' season?" Applejack asked.

"Sure." Starlight nodded.

After that, she spent some time in Sugarcube Corner, helping Pinkie bake.

"And... done!" Pinkie pulled out a tray of cupcakes from the oven. "Try one!"

Starlight took a bite.

"Mmm, delicious!" She smiled.

"That's because we made them together!" Pinkie said proudly. "Friendship makes everything taste so much sweeter!"

"I guess they do..." Starlight smiled.

Starlight enjoyed all the time she spent with her new friends. But what she most enjoyed was studying with Twilight. Twilight had offered to let her stay in the castle, so they spent almost all night reading classical tomes, sharing a deep interest in learning.

"And then Haycartes discovered the literary emergence spell, which allowed him to literally bring the text out of the book for all to see." Twilight read aloud.

"Wow." Starlight declared. "He really was a genius."

Spike, who had been asleep on the table for a while, snored loudly, making Starlight jump.

"Sorry about Spike." Twilight giggled. "He's never been much of a scholar. If you ask me, he's a little more into fashion."

"And fashionistas?" Starlight smiled wryly.

"One, at least." Twilight nodded.

The two mares shared a chuckle.

"Now, let's move on to one of my favorites: Obscure Spells & Enchantments." Twilight opened another book.

"With pleasure." Starlight grinned.

Starlight couldn't remember feeling so happy. She had forgotten what it was like to have true friendship, but those last few days had reminded her of how good it felt. But it also reminded her of another group of ponies she needed to make amends with...

With Twilight by her side, Starlight returned to the village she had once controlled. With every step, she grew more nervous, which Twilight couldn't help but notice.

"You don't have to do this, you know." Twilight told her. "Not just yet, at least."

"...No, I have to." Starlight sighed. "I think I've left this long enough..."

As Starlight approached the town, Double Diamond, Sugar Belle, Party Favor and Night Glider all took notice. Wearing identical expressions of anger and revulsion, they walked over to her.

"What are you doing here?" Double Diamond asked, every word dripping with venom.

"I'm here to... apologise." Starlight bowed her head. "I'm sorry. Sorry for lying to you, sorry for forcing you to give up your Cutie Marks, sorry for trying to hurt you, sorry for... everything."

The quartet of formerly equal ponies glanced at each other in surprise, clearly not expecting this.

"You were right, Double Diamond." Starlight sighed. "I didn't give any of you a chance. So I don't expect you to give me one either..."

Suddenly, Starlight found herself in another group hug, as the quartet rushed over and embraced her.

'Them too?' She thought, surprised. 'Wow. Guess it really is that simple...'

"Thank you all." Starlight smiled. "I know I've caused you all so much pain..."

"Yeah, you did." Party Favor nodded. "But you also brought all of us together."

"It's because of you that we all came to live in this town and be friends." Sugar Belle smiled. "We owe you that much, at least."

"Besides, considering what you were like the last time we saw you, coming right up to us and apologising is probably a good sign." Night Glider pointed out. "At least you didn't try to blast us again."

"Yeah..." Starlight said sheepishly.

"So in other words: Apology accepted." Double Diamond grinned.

The other townsponies had taken notice, and showed similar looks of anger. However, the quartet dispelled those looks with smiles and waves.

"So, what now?" Party Favor asked. "Do you want to... come back?"

"I couldn't." Starlight shook her head. "This place isn't mine any more. It's yours. Besides, I have a new home now, and a new purpose in life."

Starlight pointed out Twilight, who waved to them.

"Guess she finally got through to you, huh?" Night Glider grinned.

"And then some." Starlight nodded.

"You can still come and visit us." Sugar Belle offered. "I could show you how good my muffins really are."

"I'd like that." Starlight smiled. "But for now, there's a lot I have to learn. Guess I'll see you guys soon..."

The quartet waved Starlight off as she and Twilight departed.

"I still can't believe everypony has forgiven me so easily..." Starlight frowned.

"Because they can see how sorry you are." Twilight told her. "They can see that you've changed."

"Thanks to you." Starlight pointed out. "If you hadn't talked me down..."

"I never could've done that if you hadn't shown me your past." Twilight declared. "Seeing the root of your pain and anger helped me figure out how to help you: by telling you what you needed to hear, and showing you a better way."

"I'm still not sure I deserve help, after all the trouble I caused..." Starlight sighed.

"Hey." Twilight placed a hoof on Starlight's shoulder. "If there's one thing we can take away from our little time-travel experience, it's that we shouldn't dwell too much on the past. It's not good for ponies."

"Don't I know it..." Starlight mused.

"Come on, my faithful student." Twilight grinned. "Let's go home. Spike's making nachos tonight, and I just know you're going to love them."

"Who am I to argue... teacher?" Starlight smiled.

Starlight headed back to Ponyville, alongside the mare she had once hated, but now respected as a friend and mentor. For the first time in a long while, she had true hope in her heart. The little filly was finally growing up, and she was certain her new friendships would help keep her on the right path.

The End.