It wasn’t often that Rainbow Dash heard laughter all the way up in the clouds.

To be fair, she rarely heard anything while she was in the clouds, as most of her time in the clouds was spent napping. Naps easily beat out her other cloud-related activities, most of which were related to her job on the weather team. She pushed clouds around because she needed bits; she slept on clouds, wings spread and belly turned up to catch the sun, because it was the second-best part of being a pegasus.

There was nothing special about this day or this nap. She’d already worked for an entire hour that morning, helping usher a cold front through the airspace above town, and later she was scheduled to shepherd some cirrus clouds out west where they would veil the setting sun and turn the sky all the colors of autumn. But that was for later and right now the sun was at that perfect point in the sky where she could easily toast half her body at a time, rolling occasionally to make sure she baked evenly in its warm rays.

Sometimes, Rainbow Dash felt sorry for ponies who weren’t pegasi.

She was dreaming some indistinct dream about the spring and a stallion and all the things they might get up to when she heard the laughter. If it had only lasted a few minutes it might not have woken her, but as time went by and ponies kept laughing below her, she was slowly dredged from comfortable sleep into waking life. She grumbled and rolled over and peered down at the houses below.

A crowd of colorful pastel dots surrounded Sugarcube Corner. She squinted, and the dots became ponies, a crowd of them, all crammed around the outdoor patio. Now that she was more lucid, she could hear them shouting as well as laughing. They seemed to be having a hell of a time.

Huh. She rolled her shoulders, stretching the muscles in her wings, then flopped over the edge of the cloud. A few hundred feet above the town her wings snapped open, and she came to a gliding stop atop Sugarcube Corner’s gabled roof. Several pegasi were already perched there, and she squeezed in beside them to peer down at the crowd.

She elbowed Thunderlane in the ribs. “Hey. What’s going on?”

Thunderlane elbowed her back, but playfully. He pointed with his snout at the center of the crowd below. “New tree. Somepony found it in the Everfree.”

“Yeah? So?” Rainbow squinted at the town square. Sure enough, a tall, slender sapling bowed too and fro in the gentle wind, its roots bound up in a canvas ball. Several earth ponies surrounded it, lifting it carefully toward a newly dug pit beside the candle shop. Its leaves were arrow-shaped, like a poplar’s, but rather than green and silver they danced between peridot green and juniper blue. The shifting mosaic was dazzling and beautiful and not nearly enough to get ask worked up as this crowd seemed to be. She looked between the tree, the crowd, and her fellow pegasi, and finally frowned.

“So? It’s just a tree.”

Thunderlane shook his head. “It’s magic, I think. That’s what they’re all saying. The earth ponies, anyway.”

“Right, magic tree.” Rainbow Dash spread her wings, ready to head back to her cloud. “Sounds exciting. I’m sure I’ll get to hear all about it from Twilight, so—”

“It’s a Retreeve,” Cloud Chaser said. She scootched up and shoved her head between them. “It stores memories.”

“Huh?”

“Watch.” Chaser pointed with the tip of her wing to the crowd below.

Some earth pony Dash didn’t recognize – which was a not inconsiderable portion of the town’s population – walked up to the tree. He paused before it, hesitating, then stood on his rear legs and reached up to touch one of the lowest leaves with the tip of his muzzle. He froze, then stumbled back, a shocked expression on his face. The crowd went silent, holding its breath.

The stallion suddenly jerked. His face lit up, and he pointed at somepony in the crowd – Roseluck, maybe? It was one of those three sisters. Whatever he said caused the ponies around them to burst into laughter again, and the flower mare blushed so bright Dash expected the blossom in her mane to wilt from the heat. But then she giggled too, and ran out to wrap him up in a hug.

“Its leaves catch memories when you forget them,” Cloud Chaser said. “Then, when somepony else touches the leaf, they remember it instead. That one’s just a sapling, but it’s probably got twenty years of memories stored up.”

Rainbow Dash squinted down at the crowd. “That’s it? That’s stupid.”

Cloud Chaser shrugged. “Earth ponies love them. But you know how they are.”

Both Thunderlane and Rainbow Dash nodded at this. They knew well how earth ponies could be.

Starlight Glimmer and Twilight Sparkle waited a few days for the crowds to die down before approaching the sapling. Little stakes had been driven into the earth around the young Retreeve, and a white rope formed a quaint fence to keep animals from bothering it. But it was well cared for and watered and in just the past week it had grown six inches. New buds sprouted from the tips of its branches. It was enjoying its new place in the sun.

The mares stared at the tree in silence for several minutes. They glanced at each other, glanced at it, then both looked away, finding some other interest in the clouds or the rocks or the ponies going about their day.

Finally, Starlight Glimmer sighed. “One of us has to go first.”

“Yeah.” Twilight swallowed. “I guess, uh… well, I am a princess, so…”

Starlight opened her mouth to counter. She was older, after all. She was stronger, in many ways. It should be her who tested it first. And besides, wasn’t it the hallmark of a good friend that they were willing to do something tough or painful on their friend’s behalf? But before she could work up the courage to intervene, Twilight was already moving toward the tree. She stretched out a wing, and brushed a low, fluttering leaf with the tip of her longest primary.

Long seconds passed, both of them frozen. Starlight reached out to pull Twilight away, and as her hoof touched Twilight’s shoulder, she was distracted for a moment by the oddest thing. A memory she hadn’t considered in years bubbled out of the dimmest recesses of her mind, of a time when she was much younger and much happier, and she had so many friends they were like the stars in the sky, and at night in the winter they would sneak out of their Ponyville houses and ride the cold winds up into the crystal clear night air where the moon shone like a lantern, and they would laugh and dance on the wing until their throats were sore and ragged and their manes filled with frost. Those were such easier days, and a pang of longing dug like a needle through her heart. She could barely wait until night when she could go flying again, and try to recapture those days—

She stumbled away with a gasp. Beside her, Twilight Sparkle sat on her rump in the dirt. Her wings shivered faintly in time with her pulse.

“Did you…” Starlight ran out of breath. She gasped for air, waited until the alien sensation of having wings finally faded, and tried again. “Did you feel that?”

Twilight nodded.

Starlight licked her lips. “That… that was somepony else’s memory. And now it’s mine.”

Twilight nodded again.

Starlight gazed up at the tree. Its leaves, so beautiful dancing in the wind, struck her with a sudden sense of terror. Each of them, each of the thousands of them, was somepony’s memory, waiting to be shared. Some of them were probably hers.

“We should burn it,” she finally said.

“We could,” Twilight said.

Starlight frowned. “Memories aren’t meant to be lost or found or shared. They belong up here—” she tapped her head, “—and nowhere else. If they’re forgotten it’s because they were meant to be forgotten.”

Twilight sighed. “I agree.”

“Right.” Starlight paused. “So… we’re agreed. We should destroy it.”

Twilight stared up at the tree as well. Minutes passed, filled only with the steady rustle of the Retreeve’s leaves as the wind played with them. Then she shook her head.

“I don’t have the right, and neither do you.”

Something hot stirred in Starlight’s heart. She felt her lips begin to peel back from her teeth. “Those are your memories in there too, you know! Somepony might find them someday. Do you want that? You want somepony looking at your secrets?”

Now Twilight looked down at the cobblestones. Her wings sagged to her side, and the tips of her ears wilted. The anger bled out of Starlight’s heart, replaced with something just as familiar. Shame.

“Sorry,” she said. “I mean, I just don’t think—”

“I’ve forgotten many things,” Twilight said. “And obviously, I don’t know what all I’ve forgotten. That’s part of it, isn’t it? You forget what you forget. But… the things I most remember are the times I’ve been ashamed, when I’ve been hurt or guilty, or done something wicked and cruel. Those moments I never seem to be able to forget, no matter how hard I try. Is it like that with you, Starlight?”

Seconds passed. A tumult of memories poured through Starlight’s mind – memories of Our Town and her mad vendetta and her infinitely varied failings as a student and a friend. Memories so distant she’d almost forgotten them. Almost, but not quite.

Yes, they were still in there. She could never really forget them. Which meant the tree would never catch them.

She swallowed. Her throat burned. “It is. I’m sorry.”

“It’s fine.” Twilight cast one final look at the tree, then turned. “C’mon. Coffee’s on me.”

And they went to reminisce over coffee and talk about happy memories.

“Here it is,” Applejack said. She drew in a deep breath through her nose – the Retreeve had a unique scent, somehow indescribable. It reminded her of childhood, but she could never have said why. “Beautiful, ain’t it?”

Apple Bloom squinted. “I guess?”

“It is!” Applejack hoisted her little sister onto her back for a better look. “See? Lookit those leaves, how they all shimmer and shake. Tell me that ain’t just the prettiest thing.”

She felt more than heard Apple Bloom sigh. “It’s nice.”

“More than that.” Applejack felt a smile stretching out across her face. She couldn’t resist it if she tried. “It’s magic, Bloom. Real magic. Earth magic. These trees don’t need no fancy unicorn help. They’re magic all their own.”

“All trees are magic,” Apple Bloom countered.

“Well, that’s true too,” Applejack allowed. “But this has a special magic. You see, Retreeves catch memories that other ponies forget, and they—”

“Yeah, they store them in their leaves. Cheerilee told us all about it in class.” Apple Bloom hopped down. “So what? It’s just memories. Not even important memories. It’s all stuff ponies forgot! Who cares about that stuff?”

“Ah, who indeed?” Applejack stared at the tree, then stepped over and held out her hoof to Apple Bloom. The filly looked at it cock-eyed, squinted, then shrugged and reached out to grasp it.

Good. Applejack turned to the tree, and let the rustle of its leaves speak to her. She breathed in deep again through her nose, and there it was. The scent of apples. The farm in summer. Hay and dirt and the old firepit out back. She closed her eyes and let the scent lead her hoof up, out, and she felt it touch a leaf dangling from a low branch close to the trunk.

It came slowly, as all the best memories do. But it came with such force that she wondered how she ever could have forgotten it. She remembered the look on Granny Smith’s face as she leaned over the bed, where the new foal pressed against her mother’s belly to nurse. Bright yellow, with a bright red mane, as rich as the flowers in spring.

We’ll call her Apple Bloom, she remembered saying. And she remembered Granny Smith’s smile.

She heard a faint gasp beside her. It was filled with wonder, and sadness, and love. All the things earth pony magic was made from.

Author's Notes:

Written for one of GaPJaxie's writing contests.