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The Everfree Forest bordering Equestria is a place of great mystery, of things that defy pony logic. One only enters at their own peril, with no guarantee that they'll ever get out alive.

But the Great and Powerful Trixie isn't just anyone!, a cerulean unicorn thought to herself as she walked through the forest. Trixie was her name, the honorific one that she had come up with herself, and her bravado a bit false. To a casual observer, one might see her as calm, collected, ready to face anything; internally, she was a storm of emotion, primarily fear, but also a bit of shame and humiliation.

All because of those two OAFS! And that damned Midnight Sparkle or whatever her name is!

It was no more than a day after the Ursa Minor incident. She'd have to cut that boast out of her routine; if word of this spread from Ponyville, all future acts would be faced with ridicule, and she'd be out of a job. So what if she couldn't defeat an Ursa? She was Great and Powerful, but not omnipotent, and she supposed that she would have to grant that as fact. The reality that she was very unlikely to get a single Bit more out of her shows after being revealed as a fraud never occurred to the pony.

The call of some wild animal echoed through the trees; Trixie froze, looking around nervously, and then laughed at herself quietly. Very quietly. There was nothing to fear, for she was the Great and Powerf-- *RUSTLE*

“EEEEEK!” she squealed and spun around at the noise behind her. A squirrel nibbled at a nut, and she blushed. Frightened by a little woodland creature, no more than that! She decided that it was probably her mind's way of telling her that she was far too tired, and that reminded her that she had traveled almost non-stop after leaving that blasted town behind. That she had gotten turned around repeatedly, and was no more than perhaps a few hours' walk from Ponyville, was something that Trixie didn't realize; but the Everfree Forest was, after all, a mysterious place.

Yawning wide, she saw a neat little shrub that would hide her nicely and crawled into it. Not that she was afraid, or anything, but it just made sense to have some sort of shelter, for if it rained... or something.

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Hoofington, a small village on the border of Equestria and the Everfree Forest, had been a thriving semi-independent settlement in recent times. Still under the jurisdiction of Princess Celestia, of course, it nonetheless avoided many of the typical Pony cities' features; there weren't many shops, it lacked a full team of weatherponies (instead having a handful to irrigate the crops as needed), and most importantly to its welfare, the Apple family hadn't monopolized all agriculture in the area. The result was a not-insignificant little town that was growing steadily. Until one night...

The roar of the beast was like a thousand thunderbolts clashing in the city at once.

Fire spread through the city as a house, accidentally ignited, caused another to catch fire, which caused another flame, and so on, until most of the city was ablaze. For all their care, the precipitous placement of Hoofington next to the Everfree Forest virtually guaranteed some manner of fauna (or even an aggressive flora) would take offense to somepony's actions in some way and cause trouble. The fauna, in this case, was a fully-grown Ursa Major. Not equipped to battle such a beast, the townspeople still banded together in an effort to preserve their home. The effort was laudable, but ultimately pointless; by the time the Ursa's rampage had ended, everypony in the town would be dead. All but one.

A sky-blue unicorn foal, not even old enough to have her cutie mark, would crawl, coughing and wheezing from the smoke and debris, out of the shattered remains of her house, where she had been told firmly to stay by her parents before they had left to join the defense. Hours had passed, and the flames were extinguished by a gentle rain that seemed to be a mockery of the horrific scene. Stumbling through the ruined village, not quite understanding what had happened, she would eventually find her parents, side by side, both mauled by something with a foot-wide claw.

“M-m-m-mommy?” the little unicorn stuttered, shivering from exhaustion and shock. “D-d-d-daddy? W-w-w-w-w-w-wake up... p-p-p-pleeeeaase...” Too young to comprehend death quite yet, she would keep at this for hours, until the implacable truth struck her: her mother and father would never wake up again. At this, the young foal wept, nudging at them with her tiny horn, still hoping against hope that this was a nightmare, or that they were just really tired...

“Mommy, mommy!” the unicorn had called not a week ago. “Look at what I can do!” Her horn glowed with magic, and the tiniest cloud appeared from thin air in front of her. Pursing her lips in concentration, the foal caused the cloud to make a minute cracking bolt of thunder. Her mother had smiled at her child's precociousness.

“That's wonderful, Trixie!” she had said. “One day, you might become really powerful!”

The little pony gasped excitedly, her face beaming. “Really?”

“Yes, my sweet little Trixie. You will be a great and powerful unicorn one day. Perhaps Princess Celestia herself might welcome you to her court!”

“YAY!” the foal cheered, evoking a pleasant laugh from her mother and a chuckle from her father who had overheard it from the kitchen.

“MOMMY! MOMMMMYYYY-”

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“-YYYYYY!” Trixie awoke with a start, still shrieking once more for her mother to wake up, and looked around herself fearfully. She relaxed very slightly; nothing was there -- her parents' corpses weren't there, they were back in Hoofington, probably piles of bones by this point in time. She relapsed into panic as her vision went blurry, fearing some sickness, or parasite, or - before she blinked in surprise. The wet feeling on her face... she reached up and felt tears rolling down her cheeks. THAT dream never failed to elicit this reaction from her, albeit subconsciously. The Great and Powerful Trixie would never CHOOSE to cry... yet even as she remembered where her 'title' had come from, fresh tears sprang unbidden from her eyes.

“H-Hello? Is there somebody there?” a quiet voice said from somewhere nearby. “I... I thought I heard somepony crying...” Trixie hurriedly buried herself back into the bush, listening carefully as the noise of pegasus wings fluttering came from the same direction of the voice. As the pony that Trixie assumed was the source of the voice flew slowly into view, she saw that it was not one she remembered from Ponyville. The pegasus was a pale yellow color, with pink hair, and her expression was gentle (albeit rather fearful-looking at the moment). Her eyes darted around, looking for Trixie, or so the unicorn figured – the sound she had made would have awoken a hibernating Ursa.

Now why did her mind have to think like that?

Clearing her throat, Trixie stepped out of the bush with a flourish. She had lost her hat and cape, but no matter; she still knew how to put on a show. “So!” she exclaimed proudly, “You wish to see the magic of the Grrreat and Powerful Trixie?” Roll the 'r's, always a show-stopper. She stood in a magnificent pose for a moment, imagining her fanfare playing, before noticing that the pegasus was gone. She deflated like an old balloon, her arrogant smile replaced with a slight frown. It wasn't that she was alone that she was disappointed, she reassured herself; it was the fact that her audience was gone. Sighing resignedly, she turned to crawl back into her bush.

“Ex... excuse me.” The same soft voice. Trixie turned quickly, preparing to pose again, but stopped when she saw a yellow face peaking nervously from behind a tree. Raising an eyebrow, she stopped what she was doing.

“Can the Great and Powerful Trixie help you?” the unicorn asked lazily. The eyes of the other pony shot to the ground when Trixie made eye contact, and she heard the sound of a hoof kicking the ground softly. She waited for perhaps ten seconds, before clearing her throat and speaking a bit more forcefully. “I said, what do you want? For that matter, who are you?”

“Fluttershy,” was what Trixie heard. The other pony's voice was like the wind, barely audible at its loudest. Not in the mood to play these games, she cleared her throat again, louder this time. The face disappeared behind the tree. Letting out an exasperated groan, Trixie hit the ground with one of hooves.

“Look, whatever you want, it's going to have to wait. The Great and Powerful Trixie has got things to do, places to be, and performances to give. Unless there's a point to all this...” The face had appeared slowly during this statement. As Trixie ended, it seemed to shake no in response to her last questioning sentence. “Then leave me be,” she said haughtily. “there are other matters for me to attend to.” The only answer was a flutter of wings, and that sound quietly tapered off into silence once more.

“Okay,” Trixie said to herself, “So what next?” Realistically, she didn't ACTUALLY have a plan. The loss of her wagon – of all of her property – had set her back considerably. She would have to go back to where it all began, find a city in which to perform sideshows, slowly building up to become a traveling spectacle once more. Trixie would rise from nothing, as she already had once.

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The small blue unicorn foal had eventually left the side of her parents' bodies. She still didn't quite understand why, but she knew how: some terrible beast had done this, and she wasn't safe there anymore, not when she was all alone. She repressed the thought that even with a whole village she hadn't been safe.

Rummaging through the houses, she found a considerable amount of intact food, and more importantly, a small saddlebag that fit her. Laboring slowly, having become sick with mild hypothermia, she spent a day collecting as many supplies as she could. For the little pony whose life had been taken apart, this entailed many sweet, sugary snack foods, a handful of dolls, and a small purple '”magician's” hat, adorned with silvery crescent moons, which her father had made after she had done her first 'magic trick' such a short time ago... it was the last thing her parents had given her before it had happened. She spent the night in the wreckage of her house, worming her way into her partially-intact room, and curled up on the bed, the hat soaking up her tears as she cried once more, still not quite accepting of the fact that the world as she knew it was gone.

The next day was a bright and sunny one, the clouds having rained themselves out as the pegasi had planned before the attack. For a blissful few moments, the foal thought that perhaps it had been a terrible nightmare, and she would awake to find her parents making breakfast, and... the sun gave that thought the lie, as it shone through the ruined ceiling of her room.

She left the ruin once more, this time for the last time. She gathered the saddlebag from where she had stashed it in her neighbor's shed, or rather the lean-to that its wreckage made against her neighbor's house. Throwing it on her back with her teeth, she looked once more at the charred remains of the building that had been the only home she had known. Her other neighbor, a collector, had obtained fine art from Fillydelphia, which was apparently a magnificent city filled with many more ponies than Hoofington had ever held. She had made her decision while she had been preparing – she would go to Fillydelphia. There, she would find a family who would welcome her into their home, and they would be just like her parents, and her new mommy's laugh would be just as nice to hear as her old one's.

She adjusted the pack on her back, and set off down the road that Mr. Canter had always come down when he returned from his trips to Fillydelphia. She would never come back to Hoofington as a foal again.

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“Okay, Fluttershy, let me see if I got this right.” As soon as she had gotten back to Ponyville, the same yellow pegasus that Trixie had seen earlier went to see her friend Twilight Sparkle, a purple unicorn who prided herself on her organization. Fluttershy figured that Twilight would know what to do. “You were helping one of the bunnies find their missing family in the Everfree Forest.”

“Yes.” Fluttershy nodded emphatically.

Twilight found it nothing short of astounding that the nervous-at-her-own-shadow Fluttershy had actually gone into the Forest alone, although if it meant helping someone or something... “And you heard somepony cry out.”

“The saddest thing I've ever heard,” Fluttershy said, her own voice gloomy as she remembered. “It was like whoever it was had just lost all their family at once...”

One corner of Twilight's mouth drew up in confusion. “And when you went to see who it was, it was Trixie?” While she might understand a bit of anger and frustration from the aftermath of the Ursa incident, Twilight couldn't see the prideful Trixie being so torn up as to weep openly. It had to be somepony else.

“Well, that's what she said her name was,” Fluttershy clarified. The shy pony had never actually met or seen Trixie, preferring to stay far away when the showpony's act had come to town. “She started talking about magic, and called herself the Great and Powerful Trixie, but I didn't actually talk to her, because...”

Twilight nodded thoughtfully. Fluttershy's social awkwardness was well known to all of Ponyville's inhabitants; it was a trait they found quite endearing, if a bit annoying at times when it interfered with other things. And also, she nodded because it described Trixie, quite literally, to a T – the showponyship, the confident facade, and of course, the Great and Powerful prefix.

“Are you going to help her, Twilight?” Fluttershy asked, interrupting Twilight's thoughts, if in a meek way. “She looked really sad, and that cry... I would go help her myself, but...”

“Don't worry, Fluttershy,” Twilight said reassuringly. “I'll do my best. But you know the story of why she was here, and what she did to us. More importantly, she has to be willing to be helped, and I think that's the bigger issue here. I'm not going to make her accept my assistance, and if she wants to be left alone, that's her choice.”

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The road to Fillydelphia from Hoofington was, for the first part of the foal's trip, uninhabited, and little more than a plowed dirt path. Such a small village as Hoofington, of course, didn't warrant a major thoroughfare, and the little unicorn had several days alone with which to think about her future. The nights remained brutal, for even without having to sleep along the side of the road in whatever meager shelter she could find, the foal's every sleeping moment obsessed over the all-too-recent tragedy in morbid detail.

By the third night, she had passed through a small town that she didn't care to catch the name of. Too nervous to stop anywhere before she reached Fillydelphia, she skirted it carefully, but not before venturing into a massive apple orchard on its border. Without any way of knowing it was not a natural grove, she picked apples off the ground to refill her supplies, heedless of the gate stamped with the Apple Family logo only a few hundred feet away. As she left, she looked back, seeing a small pink foal bouncing around a farmhouse excitedly with a blond-haired orange one seeming content to walk next to her. The blue unicorn, for but a moment, wanted to run back and talk to them, to have interaction, but... she continued on, never looking back again.

The road from that point onward was developed, and well-traveled; every time the little unicorn thought she heard someone coming, she would jump to the side and hide until the noise was well away. She knew that she was approaching Fillydelphia a day before she even reached the grand city, as its architecture was visible from a ways away. The last night was not as sad as the last few; in her mind, she dreamed again of her new (but the exact same as the old) parents, who would welcome her into their home.

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Trixie had decided to simply stay where she was for a day or two, already plotting to return to Ponyville at night so that she could take what she needed for the road back to Fillydelphia. Her stomach growled angrily, reminding her that her last meal had been taken before she ran away, and she looked around her campsite desperately. Seeing a stand of some plant that reminded her vaguely of spinach, she galloped to it hungrily, taking a bite from the leaves before spitting them out immediately. The taste was less than appetizing. After a moment, though, she sighed bitterly and took another mouthful, struggling to get it down. She knew that this would probably be her only sustenance for a while.

Shuddering as she swallowed, Trixie took stock of her situation. She would head back to Ponyville come nightfall, nevermind that she had no idea which way it was, and find a bag or... something. Then, she would have to hijack food from that Apple Farm to stay fed. The thought of a delicious apple, or even something like a carrot or some celery, made her mouth water, but she shook her head at that and focused on the planning again.

“This is a minor setback,” she said aloud to no pony in particular. “But, as I – er, as the Great and Powerful Trixie always does, I will recover!” Trixie settled into her bush again and tried to go to sleep. She was disrupted by the sound of somepony's voice. Growling to herself, she tried to ignore it; she had decided she would talk to no one else until she got back to Fillydelphia. I wouldn't be the first time she did just that. But the voice was incessant, and as it came closer, it became intelligible.

“Trixie! Trixie! Triiiixie! Oh, come on, this is where Fluttershy said... TRIXIIIIE!”

“WHAT!?!?!?” Trixie shrieked from her bush as she jumped out angrily. “WHO ARE YOU, AND WHAT DO YOU WANT?!?!?” A lavender unicorn, with an indigo mane accented with purple and pink, stood only a few feet away, blinking with confusion, and Trixie's eyes narrowed to slits. “YOU!” she screeched furiously.

Twilight Sparkle lowered her head nervously and took a small step backwards at the look of rage on Trixie's face. “Trixie, are you... are you all right?”

“The Grrrreat and Powerful Trixie answers to no pony!” came the response. “Especially not you, you... you MONSTER!” Trixie took a step forward in answer to Twilight's retreat, eyes fixed on her self-designated nemesis. “I lost my wagon, and my cape, and my... and my hat! Because of you and your bloody arrogance!”

At that, Twilight's ears pulled back ashamedly, her mind all too ready to accuse herself of being too proud again. She remembered what all her friends had agreed upon, though, and knew that Trixie wasn't honestly accusing her of such things; she just seemed to be in a state of extreme frustration, as Twilight had thought she would be.

Looking at the blue pony, Twilight saw that she was probably justified in some of her anger. Her silvery-blue mane was matted and filled with dirt and debris, what looked like Bitterroot leaves stuck out of the corner of her mouth, and she was visibly thinner. Twilight frowned. No matter how angry she was, her friends had taught her how to empathize; and seeing the broken mess in front of her, Twilight's heart broke.

“Look, Trixie,” Twilight said quietly, “I understand why you're so upset. But it's not like we were going to drive you out of town or anything.” She left it unsaid that Trixie would have joined Snips and Snails in cleaning up the mess, but it was true that Ponyville's inhabitants were quick to forgive if an apology were made. “You left of your own accord. And I guess the real reason I'm here is... well... I'd like you to come back with me, if only for a little while.” Long enough to get her fed and cleaned up, anyway. “We can help you get back on your hooves, and get you out of this situation--”

Trixie drew herself at that. “The Grrrreat and Powerful Trixie needs no help! Was I not alone when I entered your little village?” she asked rhetorically. “Did it look like I had anyone taking care of me? HMMPH!” She scoffed and turned her head aside sharply in feigned disgust.

Twilight sighed. This was going about as well as she had expected, which was to say, not well at all. But the way Trixie had said that hit her. “Trixie,” she said as gently as she could, “You don't have any friends, do you?” Trixie swelled up, ready to launch into another tirade, but Twilight went on calmly. “I ask because you're like I was only months ago, or the opposite of me. Or something.” She wrinkled her brow in confusion. “Okay, let me see if I can explain this. When Prin-- uh, when I first came to Ponyville, I had no friends because I felt I didn't need them.” No need to give Trixie ground to accuse her of arrogance again by mentioning Celestia. “I was buried in my books, convinced that by ignoring the world outside, I could succeed without friendship.”

She paused, waiting for Trixie to respond, but heard only the rustle of the bush, probably as Trixie retreated back into it. She continued. “I was shown the error of my ways. It isn't important how, but I learned that friendship is an important part of who you are.” She took a deep breath before going on. “I think you're like I was, except your reaction to your loneliness is to be extroverted. You feel that no one will give you approval, so you seek it from others in whatever way you can, having convinced yourself that this attention is better than none. In the meantime, you have built a shell around yourself, a very flashy one, but still a barrier between you and personal contact.” Again, no response. “Now, I'm not going to guess why it is that you're like this, but I'd like to extend an offer to you.” Twilight took a deep breath, and allowed herself a slight, but warm, smile. “I'd like to be your friend.”

The only answer was a snuffle, and Twilight averted her eyes. Trixie's boastfulness suggested to Twilight that seeing her in a moment of vulnerability would ruin her efforts. She waited for several long moments, before chiming in again. “... Trixie?”

“LEAVE... ME... ALONE!” was the only reply that came from the shrub. This was followed by what sounded sadly like muted sobs to Twilight. The purple unicorn opened her mouth to speak again, but thought better of it. It was clear that she had struck a nerve with Trixie, and however reluctantly, she accepted that this probably had ruined her efforts. As much as it hurt her to do so, she turned and walked away, already considering how to make the story bearable for Fluttershy when she related it to her.

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When the little blue unicorn finally made it to Fillydelphia, she was taken aback by what she saw. From what she had heard from Mr. Canter's stories, it was much bigger than Hoofington. In her mind, this just meant that it was the same simple one- and two-story buildings that composed her village, but perhaps double the number of structures.

What she found there was nothing short of extraordinary. Buildings shot up dozens of stories, and rather than the haphazard placement of her own home's buildings, Fillydelphia's were laid out in an organized grid, a cobble-stoned road under her hooves. And the number of ponies... she saw more ponies than she had ever seen in her life within the first moment, of all types – Earth ponies, unicorns, even a large team of pegasi clearing the skies.

Very quickly, she felt overwhelmed. She froze in panic on the side of the road, ponies jostling her, and sat on her haunches. She realized that she didn't know what to do, where to go, who to talk to; unable to summon the courage to speak, she simply sat there, waiting for some pony, any pony, to talk to her, even if only to tell her to get out of the way. But no pony did.

Still traumatized by her experiences, she sat, shell-shocked, until evening fell; as time passed and less people roamed the streets, she got more and more odd glances, but still no one had the time to even acknowledge her presence aloud. She waited, shivering, for sleep to come, for perhaps that would return her to her parents.

“Excuse me, little filly,” a kind old voice said. The foal looked around, and saw a silver unicorn with a blue mane and tail looking at her. The face attached to the voice was just as benign as the tone had suggested, and the little blue foal stood and walked over to the newcomer in spite of herself. “My word!” the older one said in shock, “you look absolutely dreadful, child! Whatever is the matter? Where are your parents?”

The foal opened her mouth, but no sound came out. Instead, a few tears dropped from her eyes. She closed her mouth and eyes tightly, waiting for this kind old mare to disappear and leave her alone, just like her parents had.

After a short while, she opened her eyes, her vision still cloudy. The mare stood, her face worried, and showed no signs of leaving. “Child,” she said, “please, at the least, come with me. We can find your parents in the morning. Until then, the streets are no place for a little foal all alone.” The little one nodded, and ambled along in the wake of the older unicorn unsteadily, the exhaustion of the journey finally catching up to her.

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