Of all the times in all the Multiverse to plop them in, the Powers That Be decided to place Duskfall, Starlight, and herself right in the middle of a rampaging monster that her Lady said she had major beef with. Lightning was at a loss for what to do. Starlight was glaring murder at Duskfall and Duskfall was glaring murder at Tirek and given they had all just come off of an exhausting battle yesterday none of them were really in a shape to do anything.

When Duskfall flared her wings for takeoff, Lightning did the only sensible thing and bit her tail to keep her from flying away to get squished like a bug. Sure, her Lady would recover, but it certainly wouldn’t be helpful to any of them if the only one of them capable of actually challenging the monster spent her time and energy reconstituting herself from bloody paste.

“LET ME GO! I’LL KILL HIM! TIREK!” Duskfall was so enraged but at the same time so exhausted she couldn’t even manage to teleport herself out of Lightning’s grasp. Lightning was also eternally grateful that for whatever reason Starlight, just sitting there, staring angrily at them, was letting the struggle play out. Lightning could only guess she was so tapped out herself she couldn’t muster the energy for a single bolt of any kind of magic.

Ultimately Lightning’s endurance won out over Duskfall’s and the Alicorn slumped to the ground as Tirek stomped away, deeper into the Everfree Forest, utterly unaware of the trio. Angry, frustrated tears started to escape from Duskfall. Old Lightning may have enjoyed seeing another suffer like this, but currently Lightning hated seeing her Lady suffer like this. Lightning forced herself to watch as Duskfall cried, ears pinned against her head.

“Dammit…dammit, dammit, DAMMIT! That son of a bitch has killed another Twilight, hasn’t he? WHY?! Why am I here again? WASN’T ONCE ENOUGH?!” Duskfall screamed in anguish, staring hatefully at the direction Tirek left, the trees of the Forest now obscuring their vision of him. Her wings fluttered restlessly at her side, but Duskfall was so utterly spent that it was all she could manage.

“The fuck is she talking about?” Starlight finally spoke. A glance told Lightning that Duskfall was too wrapped up in her own pain to have even registered the question. Lightning turned to face Starlight, looking the Unicorn in the eyes, forcing her ears to stand at attention. She briefly considered moving over to Duskfall and offering a supportive wing, but decided against it. Despite the months they had known each other, they very rarely talked about themselves. Now Lightning wished she knew if Duskfall would appreciate physical contact or not.

“That thing, Tirek, killed the Twilight of Lady Duskfall’s home dimension. I think she blames herself for not being able to save her,” That was all Lightning was comfortable saying without Duskfall’s permission. Another stolen glance at the pained Alicorn told Lightning that Duskfall wouldn’t be in a state to give permission for a little while at least.

“What? That doesn’t make any sense! I know this idiot had some kind of meltdown after her Cutie Mark shattered, but if a Princess of Equestria had really died, there would’ve been some kind of announcement! I don’t care what she likes to call herself or what delusions she’s made for herself, she is Twilight Sparkle!” Starlight protested, stamping at the ground. If they were going to lie, at least make it convincing! The Alicorn hadn’t so much as bothered to change her mane style, for crying out loud! Starlight snorted in derision.

“I don’t claim to understand it all myself. I only know what Lady Duskfall has told me. Maybe I’m foolish for taking her word, she is the Alicorn of Insanity and if a Pegasus like me can feel it, I know someone like you can feel the power of that Insanity when she uses it. Yet take her word I do,” Lightning shrugged, her wings hanging loosely at her sides to mirror her indifference.

“Then you’re a fool,” Starlight spat, ears splayed to each side, a snarl on the Unicorn’s face.

“I’ve been called worse by people whose opinions I do care about,” Lightning said without a care. Lightning returned to giving Starlight her full attention, “So what’s your story? Lady Duskfall’s said you’re a lunatic cultist but didn’t go into much detail. Although if you did shatter Twilight’s or her Cutie Mark, I’m not surprised she didn’t want to talk about it.”

“She would say something like that,” Starlight sneered at the sobbing Alicorn, “I free her from that Cutie Mark and she immediately goes out and gets another. It’d almost be funny if it weren’t so sad.”

“Not helping the ‘crazed cultist’ image,” Lightning pointed out mildly, folding her wings tightly to her sides. Starlight growled in frustration. What was so hard for other ponies to understand about her philosophy?! Starlight started pacing around the small clearing they found themselves in. Suddenly the trees felt like iron bars to Starlight, caging her.

“Cutie Marks are suffering, plain as that. They enslave us and cause us to come into needless conflict with each other. The only reason I still have mine is so I can free others of their Cutie Marks. I used to have a nice little town where I got everypony to give up their Cutie Marks. We were happy. Then Twilight and her merry band of meddlers destroyed it, making ridiculous claims that our differences are what make Harmony. The ponies I had made so much better revolted, turned their backs on me! She took everything from me again and I can’t even properly kill the bitch because she’s immortal,” Starlight spat angrily, her eyes narrowed at Lightning. Really, she wasn’t mad at the Pegasus. Lightning was just another fool deluded into following a lunatic like Twilight.

“Well maybe you shouldn’t be playing around with a force of nature?” Lightning suggested, referring to both Cutie Marks and Duskfall. If she cared at all about Starlight’s glare, she didn’t show it through the tight military pose she had adopted.

“Fuck you, neither of you know what it was like! She’s had everything given to her on a silver platter! She doesn’t know what suffering is!” Starlight shouted. That was exactly the wrong thing to say. Duskfall slowly, deliberately stood up and turned her head towards Starlight.

“I don’t know suffering?” Duskfall asked in a dead voice before a manic grin split her face and she started laughing, “I don’t know suffering?!” If Starlight had any sense of self-preservation, she would’ve noticed the way the world around her started losing definition and the ringing noise in her ears like a bad television signal. The trees became blurry, the grass losing color, the sky seeming to glitch out. Lightning saw all of this and more, but Starlight was oblivious.

“That’s right, you pampered, holier than thou BITCH!” Starlight yelled, all four legs spread slightly more apart than usual and her ears pinned all the way back, “You wouldn’t understand real suffering if it bit you in the ass!”

Lightning wasn’t even the focus of Duskfall’s… attentions, yet she feared for her Soul. Duskfall stood up and stalked towards Starlight. There was no other word to describe Duskfall’s movements, which were distinctly un-pony-like. Her face was distorted, grin impossibly wide, teeth definitely not belonging to an herbivore, and eyes…those eyes defied Lightning’s description. The closest she could come was demonic. All around Duskfall the world continued to dissolve into television static. Where a small clearing in the Everfree Forest once was, there was now just black and white dots skittering around them from every angle. Lightning couldn’t even tell trees from sky anymore. Starlight finally picked up on these things.

“Wh-what are you doing?! Stay back! Get away!” Starlight tried to flee but no matter how much she tried to backpedal she didn’t actually move. Starlight tried to turn and flee, but again she didn’t move. Duskfall continued her slow, purposeful approach until she was face to face with Starlight, so close their noses almost touched.

“yOu SaID i Don'T know SUFFerINg? LET's put tHat TOO a liTTle TeSt, ShaLL wE?” Duskfall offered, her voice distorted in a bone chilling way. It sounded as if a whole legion spoke with her, different voices fading in and out as her words spilled from her mouth.

“What are you doing you lunatic?!” Starlight shrieked, her body refusing to obey her commands. Not even something as automatic as a flick of the tail happened. The only thing Starlight could move were her mouth and eyes.

“lET's HavE A liTtLe mEMORy swaP! i'LL ShoW YoU my _{TRAgic baCkstorY} and ^{YOU'lL sHow me YOurS},” Duskfall would have almost sounded cheerful if it weren’t for the hellish legions speaking alongside her. Duskfall’s ears were perked, seeming to share in their owner’s sadistic glee.

“NO! DON’T!” Starlight begged.

“WHat'S ThE MatteR?^{I THoughT i WoulDN'T KnOW SUFFERING} iF It biT mE In the A$$? iF POOr STarliGHt reaLLy DiD SUffeR, THen My _{pidDDlinG litTle HarDshIP ShoulD bE} noTHING fOr you. RIGHT?!” Somehow, impossibly, Duskfall’s insane smile grew even wider; her ears remaining absolutely still, but now Duskfall had her head slightly cocked to the right.

“Stop! Please! I’ll do anything!” Starlight was crying now.

“_{WHeN dId yoU THinK} ^{You goT A SAy iN AnY} oF ThiS? YOU're sO SIlly STArLIghT! i'M GOINg TO GivE yOu MY memORieS In EverY. LOVeiNG. DETAil. GoT It?” Duskfall never lost that damn grin nor her energetic cadence as she pressed her horn to Starlight’s and started casting. Lightning could only assume Duskfall was performing the cross memory download.

Starlight’s eyes went blank. Staring unseeingly into Duskfall’s own terrifying eyes, a moment later Starlight’s body began to tremble weakly. Second by second this shaking grew and grew until Starlight was shaking violently. Duskfall finally cut off the spell.

“iSN'T THIs GReat StarLIGHt?! NOW We KNow EVErYThinG aBOut EacH OthEr! ANd You'LL REmembER EvERY lasT secoND of IT FOREver! THis IS WONDerfulL! IsN't IT, StarliGHT?! isn'T it?! ISn't It?!” Duskfall continued to stare into Starlight’s eyes, impossible grin, overlapping and mind torturing voice, and the world around them had vanished into nothing but static. Ignoring all that, Duskfall almost sounded like a young filly in a candy store. Starlight collapsed to the ground, shivering and twitching without rhyme or reason.

“Oh stars…I- I- I-” Starlight tried to speak, but words refused to form properly.

“Go on Starlight, break! Let the Insanity claim you! You’ll be so much happier if you do! No more of that pesky worrying about Sunburst! You’ll be free to enjoy my memories with me for as long as you live!” Duskfall giggled with insane delight as she sat there, observing Starlight, dropping the voice affects for the first time since this began.

“I- I’m sorry!” Starlight finally managed to force out. Like a flip had been switched, Duskfall’s bubbly insanity vanished from her face. Reality snapped back into existence in an instant. Duskfall’s visage returned to normal. Save for the sobbing mare on the ground and the angry Alicorn, it might not have happened at all.

“Oh no, you’re not sorry. Not yet, Starlight Glimmer, but you will be. With God as my witness…” Suddenly, only for a moment, those terrible eyes and Soul chilling voice returned, “YoU WILl bE.”

It was too much for Starlight. With a final gasp of fear, she fainted dead away. Duskfall glared scornfully at Starlight before trying to walk away, only to also collapse in a dead faint.

Lightning had heard Duskfall refer to herself as the Alicorn of Insanity before, but it was only now Lightning began to appreciate what that truly meant. Unbidden, a terrifying thought came to her: This was Duskfall at possibly her weakest point. What was she capable of unleashing at full potential?

Author's Notes:

OK, so two major things with this chapter.

1.) I really hope the scene with Duskfall losing the last shred of patience she had with Starlight was well executed. This was another scene I had planned out from almost day 1, but with the addition of Lightning, it gave me the chance to describe it from an outsider looking in.

2.) On a suggestion, I tried throwing in more descriptors. Let me know if it added weight to what was happening or if it was just distracting for you so I can modify how I do future chapters accordingly.