The hour was growing late. Below, in the distant grand ballroom, she could hear the last of the revelers being ushered out by the castle’s beleaguered staff.

Her beleaguered staff.

She repressed the urge to giggle at the thought and forced a serious expression back on her face. There would be plenty of time for laughter later. Years of laughter. Years of celebration.

Years… of equality.

But first there were things that needed to be taken care of, chief among them; the final confrontation. The door before her was the portal to the culmination of her every action for the last few years. Literal years of work had led to this moment. Innumerable machinations, countless hours of preparation and work… all of it had been leading to this one moment. This; her crowning moment of triumph. With as serious as an expression as she could muster, she pushed open the door to the guest room and looked upon its sole occupant.

There, resting comfortably on the room’s sole four poster bed lay the former Princess of Friendship. Her eyes were closed in concentration, her wings folded down across her back. She didn’t so much as twitch as her former student and friend entered the room and shut the door behind her.

“I trust the accommodations are to your liking?”

Twilight Sparkle said nothing.

Starlight Glimmer cleared her throat as she started towards the bed. “If there’s another room in the castle you prefer, I can easily arrange for…”

Twilight sprang. Her attack was silent, her teeth bared in fury and her eyes wide with rage and blazing with vengeance.

Starlight’s magic caught her easily and froze her mere inches from her intended victim. She smirked into the infuriated face of her former teacher. “So quickly you resort to brute force.” She made a show of rotating the violet alicorn a full three hundred and sixty degrees as she floated her back to the bed. Her smirk widened as she took in the plain black equal sign that now emblazoned the mare’s flanks. “Are you really so lost without your magic?”

“Put... me... down.” Twilight growled with as much authority as she could muster while being flipped upside down.

“If I do, are you going to try attacking me again?”

Twilight glared at the unicorn when next their eyes met. “What do you want? Why are you here?”

“I just want to talk.”

“I’ve got nothing to say to you.”

“Oh, no no no. You misunderstand. I want to talk to you. You don’t have to say anything. I just need you to listen.” She set the alicorn back on the bed, but did not release her magical hold. “The question is this; can you listen of your own volition, or do I need to restrain you?”

Twilight chewed on her cheek for a moment before closing her eyes and exhaling. “I’ll listen.”

“Good. But, a warning.” The magic faded and the unicorn saw her former teacher’s muscles bunch for a second attack. “Lunge again, and I take your wings.”

Twilight stalled. “Even you aren’t powerful enough to undo the magic that made me an alicorn.”

Starlight cocked her head. “No, but I am more than powerful enough to pull them off.”

Twilight gaped. “You wouldn’t.”

Starlight smiled sweetly. “Even after everything I’ve done, you really don’t think I’d add just a few drops of blood to my, thus far, bloodless revolution?”

Twilight took a long moment to consider… then finally slumped in defeat. “I… I just don’t understand.” She looked across the room at the mare she’d chosen as her pupil, taking in her new regalia; the golden shoes on her hooves, the crimson cape about her shoulders, and the peaked, shining crown on her head. “Why, Starlight? You were a different mare than you used to be. You’d changed.”

Starlight’s smile grew ever wider. “Oh, Twilight; that's your first misconception about all of this. I never changed.” She pulled a chair close to the bed and sat on it, groaning in ecstasy at finally being off her hooves. “Sorry, but it seemed like every lord and baron in Equestria wanted a dance with the new Princess of Equality. I meant to come see you hours ago.” She kicked off the golden shoes and rubbed her aching hooves. “So… let’s go back a few years, shall we? To when you convinced me that my temporal manipulations would eventually lead to Equestria’s destruction. You were correct in that regard, at least. I was so blinded by my own drive for vengeance against you that I very nearly lost sight of my own goals. I can still remember the fear I felt as you and the others deliberated on my fate. How could I escape from Tartarus, I wondered. Exactly how many dungeon cells does Canterlot Mountain actually hold?” She cut eyes at her prisoner. “There are seventeen levels of dungeons, by the way. I already have about half of them filled.” When Twilight didn’t respond, Starlight continued. “When you came out and decreed that I would be your pupil in the study of friendship, well, I was knocked clean over. ‘This is my chance,’ I remember thinking.”

“Your chance at redemption?” Twilight muttered.

“No, silly.” Starlight giggled. “My chance to succeed where I’d failed in Our Town. I knew it might take years, but if I worked slowly enough, and carefully enough, I could amass the power I would need to bring equality to Equestria.” Her hooves sated for the moment, Starlight sank back into her chair and sighed. “The first step was the simplest; as your student, I needed to learn everything I could about the magic of friendship. I really was a devoted student, Twilight, you have to believe that. And you were a wonderful teacher.”

Twilight’s head sunk at the praise.

“Really, none of this would have been possible without the lessons you taught me.”

Twilight raised her eyes and glared. “I taught you about honesty, responsibility, and restraint.”

Starlight raised an eyebrow. “You also gave me access to books and tomes where I could learn spells like mental manipulation, which really was the key to all of this. You also showed a remarkable susceptibility to manipulation yourself.” She snickered. “You fell for that illusion I cast on the Cutie Map so quickly. You practically gift-wrapped the princesses for me. I needed to test my cutie mark removal spell on ponies of their power level. I knew that if they could be nullified, then anypony could.”

Twilight’s muzzle had dropped so low it was practically buried in the blanket upon which she lay.

“The next step was establishing alliances with those who would be of use to me. Oh, did I say alliances? I meant friendships.” She began to tap her hooves as she counted them. “Discord was the big win, of course. He might be an irritating canker sore, but it was easy enough to figure out his one weakness.”

“Fluttershy.” Twilight muttered.

“Bingo.” Starlight chirped happily. “Thorax and Pharynx were also big gets. I mean, being friends with the defacto rulers of the entire Changeling race? I could’ve seized power back then if my mind magic worked on their species. And then there was Maud, of course.” Starlight’s smirk returned. “Would it break your heart to know that she knew about this from the start? Appropriate, as she was the one who guided me to the caverns that started us off on this grand adventure. That mare can really keep a secret. And do you know the only thing wanted in exchange for her silence and cooperation?”

“Pinkie’s safety.”

Starlight snorted. “Good guess. As though I would ever harm the mare. Come to think of it, you also actually solved one of my bigger issues. I mean, how was I to know that by befriending my childhood playmate, I would actually give myself the in I needed in the Crystal Empire?”

Twilight started violently, as she had just realized that she still did not know the fates of her family in the distant north.

“They’re fine, Twilight. Relax.” Starlight stretched and cleared her throat. “Goodness, I’ve barely started and I’m already parched. Are you thirsty?”

Twilight said nothing.

“Well, I’m thirsty.” She levitated over a nearby bell and rang it. “This one’s yours, by the way.” She floated the bell closer so Twilight could inspect it. “It rings directly for your new maid. I picked her out just for you…”

“You left out Trixie.”

Starlight’s mouth snapped shut. “What?”

“When you were talking about your ‘allies,’ you left out Trixie.”

Starlight smile was smaller this time. “I didn’t need to manipulate her.”

“Of course you didn’t.” Twilight rolled her eyes and glanced at the clock on the wall, as though she was bored. “I knew the two of you getting together would turn out badly in the end.” She offered a sympathetic look. “That’s why I fought so hard against the two of you at first.”

“Your disapproval only made our bond stronger, Twilight. You could never fathom the depth of our feelings for one another. She was over the proverbial moon when I told her of my plans. Not to mention how she made it all so much easier. She’s quite talented spell-caster in her own right, you know.” Starlight sighed. “She’ll make a fine royal consort. And…” She cut her eyes at her lover’s former arch-foe. “Maybe I’ll make a princess of her one day.” A knock came from the door before Twilight could reply. “Ah, here’s your new maid now. You may enter.”

The door opened to admit a statuesque white mare bearing a tray with a crystal pitcher and glasses on one out-stretched hoof. It wobbled slightly, as if the maid was unfamiliar with lifting anything manually. Despite her height, she looked remarkably smaller than either of the mares was used to seeing her, an illusion probably brought on by the lack of her usual royal regalia. She stood still as a statue, a blank smile on her face, as Starlight filled a glass with water and took a sip.

“Most refreshing. You may go now.” Equestria’s new ruler waved a hoof to dismiss the old.

With a slight bow, the maid turned and left the way she’d come, her still and straight tail momentarily brushing over the new equal sign on her flank.

When the door was once again closed, Starlight took another sip of her water as she relished the shocked look on Twilight’s face. “What? You don’t approve? I would’ve offered you Luna, but Trixie’s always been a fan and…”

“What have you done?!” Twilight very nearly shrieked, barely managing to not attempt another flying tackle from the bed. “Celestia and Luna control the sun and moon! Without their magic, we’re…!”

“Doomed?” Starlight took another sip and smacked her lips. “Goodness, however did ponies survive before them? If only there was a caste of ponies whose entire original purpose was to do exactly what they do.” Starlight finished her water and smiled. “It’s right there in the story of Hearth’s Warming, Twilight. It may take a few of us, but unicorns can raise and lower the celestial bodies. The spell’s not even that complicated.” Twilight’s face was everything she’d dreamed and more. “I told you. I’ve been planning for this for a very long time. I considered and planned for every possible situation.” Starlight floated her glass to a nearby table and sank deeper into her chair. “Now, as I said before, Changelings seemed to be immune to my… customized variation of the Fiducia Compelus spell. I admit, I was at a bit of a loss… at least until I discovered what strong friendships Spike had forged with the leaders of Equestria’s two greatest threats; the Changelings and the Dragons. That turned out to be the last key in my little scheme. So, the basic pieces were all in place. Now I just needed to bide my time and wait for the perfect moment in which to strike.” She giggled. “And then you went and just made things even easier!” She recovered quickly and composed herself. “I mean, seriously; putting someone with my history in charge of so many young minds? Young minds that are easier to manipulate and mold than those than most adults? Didn’t it cross your mind, even once, that perhaps putting a pony that some would have once called a cult leader in place as a guidance counselor might be a poor choice?”

Twilight opened her mouth to rebut, but finally just turned away. “I thought you’d changed.”

Starlight ignored her. “Of course, everything would’ve been for naught if Cozy Glow had actually succeeded in her foolish little plan. I took that as a sign that it was time to move and get things rolling. After all, now I knew that your little band of students could wield the Elements of Harmony.” She narrowed her eyes and grinned. “And, thanks to our ‘counseling sessions,’ I could wield your students. The Elements could now be safely removed from the board. The next step was to recapture your friend’s minds. Even without the Elements, I knew they were a force to be reckoned with. Casting my modified Compelus spell was easy enough, even with that stupid little block you’d put on them.” She cocked her head. “Interesting that you put that in place after my little incident. Are your sure there wasn’t some part of you that still didn’t trust me?”

Twilight said nothing. She just looked at the clock again.

“Oh, I’m sorry. Am I boring you? I’m just getting to the best part.”

Twilight looked back. “Sorry, I zoned out for a moment. Please continue.”

Starlight snorted. She wasn’t enjoying this nearly as much as she’d been expecting. “Well, I mean… you should know the rest by now. How I cooked up that little story of an Equalist uprising in the east to get you out of the way, then removed Discord from the board by persuading Fluttershy to devote herself to him completely. After that, I just had to command Sunburst, already under my control, to magically seal off the Crystal Empire for a year or so. Just long enough for me to consolidate control. I even made sure the Pillars would be there by inviting them to a special ceremony in their honor. Once they return, I’ll have all the support I’ll need to force Cadance to concede. Your family isn’t in any danger, I promise. They’ll be free to remain and rule the Empire so long as they don’t attempt to rise against me. That taken care of, it was a simple matter of grabbing the Alicorn Amulet from your storeroom.” She lifted her head to show off her cape’s new clasp, the jewel glowing a dangerous red. “Thanks for the key, by the way. With this magnifying my already impressive powers, I overwhelmed Celestia and Luna’s minds and…”

“Equalized them.”

Starlight clapped her hooves. “Everything was proceeding perfectly, after all my years of planning. But, as you must have guessed by now, I couldn’t just declare myself as the new monarch. There’d be anarchy. No, I had to convince Equestria as a whole that my ideas were the only way to succeed, and that I was the only hope for survival that Equestria had. I needed a threat, one that only I could overcome. And for that, I deployed my secret weapon.” She smirked. “Spike.”

Twilight’s eyes widened. “Where is he?”

“Safe. Tucked away until I need him again. Even I’ll admit that using him to goad Ember and Thorax into all-out war was a touch cruel, but I suppose the ends justify the means.” She tapped her chin as new idea popped into her head. “Come to think of it, he might be just the key I need to turn the Crystal Ponies against Cadance. Imagine! Spike, the Brave and Glorious, preaching the merits of Equalism.” She almost cackled at the idea. “And, in the end…”

“The Dragons and Changelings went to war because each thought the other was holding Spike against his will. And you, using the Amulet, cast a shield over the whole of greater Equestria to keep us out of the conflict.” Twilight’s inflection was monotone, like she was bored. “You repainted your equal sign, declared yourself Equestria’s savior, and used the princesses to declare Equalism as the only way to be saved.”

Starlight’s grin faltered.

“And, of course, you captured me as soon as I returned from the east and snatched my cutie mark before I could think twice.” Twilight was smiling now. “Did I miss anything?”

Starlight ground her teeth. This was all wrong. Twilight should have been groveling at her hooves by now, marveling at the intricacies of her plan, the depth of her cunning. She should be crying to the heavens about how truly a deeply she had been outsmarted.

So why did she look so blasted smug?!

Twilight clapped her hooves in a sarcastic way that looked to Equestria's new ruler as almost familiar. “Starlight, I have to congratulate you. You covered almost every corner. You played nearly the perfect game.”

Starlight’s rage exploded. “There’s no nearly about it! My plan was perfect! I’ve won! I beat you!”

Twilight shook her head as she looked to the clock again, just as the bells tolled midnight. “You made one fatal mistake.”

Starlight’s magic lashed out and destroyed the clock. “And what mistake would that be?” She heard the door opening behind her and turned to berate Celestia for entering without being summoned. Too late, she felt a familiar magic seize the amulet from around her neck and tear it away.

“You left the queen in play.”

Starlight recognized the voice and screamed as the green-eyed beast fell upon her. She struggled as the magical cocoon was sealed around her, blocking her magic as she fired off every spell she could think of in desperation. The viscous fluid in the cocoon sapped her magic and her strength, and soon she could do little more than babble in in insolent rage. She watched as her captor stood to her full height, clearly starving but still very powerful in her own way.

Queen Chrysalis smirked down at her prey with utmost satisfaction.

Twilight jumped off the bed and approached the cocoon. “You know, I’ve never really had an opportunity to study these. From the outside, I mean.”

“May I have her now?” Chrysalis licked her lips. “I’ve waited so very long for this.”

“Not yet.” Twilight tapped the outer membrane and observed its resiliency. “I need her rational enough to tell me where Spike is. After that, she’s all yours.”

Chrysalis leered over her prisoner and smirked as the pony shrank from her gaze. “I’m going to have my vengeance upon you at last, Starlight Glimmer. First, I’m going to break your mind.” A flash of green fire, and it was the Great and Powerful Trixie in her place. “Then, I’ll feast upon your love.”

Starlight shrieked in silence as the former queen of the Changelings resumed her natural form.

Twilight continued to silently study the cocoon. “You should find Trixie in one of the towers. Get her to show you where they’ve been storing cutie marks and set them free. Once the princesses and I have the quelled the fighting beyond the barrier, you’re free to take Starlight and go.”

With a nod, Chrysalis practically skipped from the room. She poked her head back in for a moment, shifted herself to a perfect double of Starlight Glimmer, and winked at the original before she set off to complete her task.

Her curiosity sated for the time being, Twilight sat heavily beside the cocoon and shook her head sadly. “I really am disappointed, Starlight. Did you really think I wouldn’t find it just a tad suspicious that all of my friends were suddenly too busy to come quell a sudden Equalist uprising?” She sighed and stretched her wings. “So I left the Cutie Mark Crusaders with instructions to keep an eye on things. Sweetie Belle and Apple Bloom had already come to me and told me of a sudden change in their sister’s behaviors. They managed to get word to me the instant before you sealed off Equestria. Once I realized what you were up to, all I had to do was locate Chrysalis and set up my own rescue before I allowed you to capture me.” Twilight looked at the chair Starlight had been sitting in, considered, and then claimed it for herself with a flap of her wings. “Those blocks in the girl’s heads weren’t there to protect them from you, by the way. They were a precaution against anypony else possibly doing what you’d done. I was actually quite thankful that you’d opened my eyes to a threat I hadn’t considered before.” She floated over the Alicorn Amulet and observed it. “You were an excellent student, Starlight. And, I thought, a good friend. I truly believed you could be better than who you once were.”

Starlight only glared.

“We’re so alike, you know? I mean, this whole plan of Chrysalis coming to my rescue was based entirely on my knowing exactly what you were planning. I knew that you would de-power me and then come visit, simply to lay out the brilliance of your scheme, because that’s exactly what I would do in this situation. If you really were the brilliant tactician you claim to be, you would’ve just stolen my mind or executed me, but no; you had to gloat. To rub my nose in my failure. You’re still the same mare who tried to change history just for a little payback.” She laughed lowly. “You sat here and bragged about your years of planning, you’re preparing for every outcome... Starlight, I might be the Princess of Friendship, but I am the undisputed Queen of Preparation.”

Starlight tried to attack, but her strength was gone. She bared her teeth, ignoring the taste of the fluid that flooded her mouth but wouldn’t drown her.

“I’ll clean up your mess. I’ll select another student and hope that it works out this time. I have an entire school of ponies to choose from now, after all. Your spell is easily reversed, by the way. I cooked up the counter-spell the night after you first cast it, in between dinner and dessert. The girls and the students will all be back to normal in no time. I’ll have a word with Discord, but I’m sure we’ll all forgive him. This is just the kind of thing he does from time to time.” She tossed the Amulet away like a piece of costume jewelry and narrowed her eyes. “It will take some time to fix this issue with the Dragons and Changelings, however. Make no mistake; I can fix it… with the girl’s help, of course. But it will be even easier with Spike. You’ll make this a whole lot easier if you’d just tell me where he is.”

Starlight glared, doing her best to will the universe not to steal her victory. Not when she’d been so close.

Twilight shook her head. “That’s fine. I’ll just cast your little custom spell and you’ll tell me everything I need to know and more. So, while we wait for Chrysalis to get my magic back… and probably snack on your ‘consort,’ if we’re being totally honest… why don’t I try to impart one final lesson, from teacher to student?” She leaned forward. “Friends come in all shapes and sizes. You can be friends with almost anypony, if you give them the chance. You can even make friends with somepony who was once your greatest enemy. Just look at the Crusaders and Diamond Tiara. But here’s the really wonderful thing about friendship; even if you can’t really be ‘friends’ with an enemy, you can still put your differences aside to work towards a common goal. Then they become… what did you call them? Oh, right; ‘allies.’”

There was a flash of light, and Twlight’s familiar starburst cutie mark reappeared on her flanks. She let out a sigh of relief as a magic glow flooded her horn.

Starlight’s eye twitched as the familiar glow of her own spell began to manifest over Twilight’s head.

Twilight took one last look at her former student, profound disappointment etched on her face. “To put it simply, Starlight Glimmer; the enemy of my enemy is my friend.”

Starlight closed her eyes to the glow, willing herself to wake up from this nightmare…

…she started awake with a gasp, looking around wildly. She was still in the throne room. The lights had gone dark and she was all alone. She must’ve fallen asleep before the dance at ended. She shuddered as she recalled the events of her dream. It had all seemed so real. She heard hooves approaching and turned, smiling, as the pony she most cared about approached her. “Hey. Sorry, I must have celebrated too hard.”

“Nothing to worry about.” Trixie offered a hoof. “Come to bed?”

Contentment and love filled Starlight’s heart. It had all been worth it. She’d won, she’d beaten Twilight Sparkle at her own game, and now she could enjoy the fruits of her labors. Now she, together with Trixie, could guide Equestria to the brighter future it deserved.

Her hoof touched Trixie’s... and she felt the love draining from her.

For an instant, she saw past the illusion. Saw the dank cavern that was now her prison.

She saw the flash of green in the unicorn’s eyes.

She knew she’d lost… and she screamed.