Welcome, readers! Taking place in the FiM series, this was written while listening to Vanilla Twilight by Owl City, and I hope it lives up to their beautiful song. A longer Author's Note is located at the end, so for now, enjoy!


The day was ending, as so many others had before. Evening was slower now, as though Celestia wanted to draw out the day as long as she could. Perhaps to give her younger sister a rest; everypony knew what a taxing job it was to compromise with the griffon tribes that lay just beyond the borders.

Of course, the pegasus mare didn't mind these longer days. It gave her more time to spend with those who remained… if only to say good-bye.

It had been so many years now; the mare was no longer the spry pony she had been in her youth. She had traded strength with wisdom, and even now wondered at the strangeness. How odd, to be young and stupid, but old and wise. How silly and backwards it was. If she knew half the things then as she did now, she wouldn't have done them.

The mare chuckled. Fighting dragons, battling chaos, ending an everlasting night… perhaps those things were necessary. Necessary to save Equestria, and necessary to forge a friendship stronger than steel. She smiled sadly. A friendship strong enough to last to the end, even…

The pegasus adjusted her wings and leaned back against the headstone, shivering at the chill of the rock. Above her, tendrils of darkness had crept across the sky, dwindling the day until all that remained was twilight.

The mare smiled. Twilight… she still missed her, even after all these years.

The unicorn had been a cherished friend, even more so after the second return of Discord. Twilight had brought – and kept – them all together, and that was why it had been such a shock when she had been the first to go.

The mare would always remember that day… how they'd been so distraught; the way the sun had shone fierce and hot at the funeral; or the sorrow in Princess Celestia's voice, when she'd explained that the death had resulted from Twilight's powerful magic, which gained its strength from the unicorn's own life force. Eventually the strain was too much, and it all snapped. Celestia had assured them that Twilight had not suffered, and she had gone peacefully in her sleep. It hadn't helped much, not then, but now the pegasus mare could appreciate the reassurance. She had seen so many come and go, and sometimes in the most unpleasant of ways. Drownings, heart attacks, maulings… the mare had seen them all.

The sudden absence of Twilight only seemed to drive the friends closer together – well, not everyone, now that the mare thought about it. Spike had never been able to recover. His heart was broken by the death his greatest friend, and Celestia had granted him the gift of a millennia of sleep. When he woke, he would be grown, and would remember little of his childhood. The remaining Elements had been wary of the idea, but Spike had accepted it gratefully. At first, the mare had been offended. Now she understood. Spirits could be shattered beyond repair, and Spike's had been one of those.

But the loss of both Twilight and Spike had jarred them into reality. Life was precious, and short. Applejack took the lesson to heart the most, and had made a valiant effort of dividing her time between her friends and the farm. It had worked wonders for the earth pony, and the pegasus had seen her friend learn to laugh at the small things in life like never before.

They had thrived for a long time after that, learning to cherish and not only grieve. Pining did no one any good – that much the mare had learned.

It was to everypony's great surprise that Pinkie Pie had gone next. One day she was there, and the next – she was not. It was a hard thing to bear, finding her cold and lifeless on the floor. The mare had thought it a spiteful joke, that somepony so full of life would suddenly be so still, so faded. Like a flickering candle blown out by the wind – or at least that's how Rarity had described it, at the funeral. She'd always had a way with words. The pegasus had just stood there and closed her eyes against the tears. When it was her turn to speak, she could only choke out a few unintelligible sounds before she turned away.

Applejack understood. Rarity did not.

The white unicorn had refused to speak with her for weeks on end. The littlest things seemed to set her off, and she would storm back to her boutique and slam the door in the face of anypony unlucky enough to happen to be standing there. It was so unlike Rarity that the pegasus mare had been shocked, startled, even disgusted.

"The Element of Generosity, my hoof!" the pegasus had spat to Applejack one day, pacing back and forth like a madmare. "She's refused to even speak my name for the past week, and now she's denying me any chance to talk to her? Some generosity!"

Applejack had sat through this calmly, and when she spoke, her voice was gentle. "Settle down there, sugarcube. I know Rarity's got your feathers twisted, but ya need to understand, she ain't in her right mind. First Twilight, now Pinkie…" the orange Earth pony shook her head. "We're just dyin' off too young for her to handle. Nopony could've expected this."

The mare had stopped her pacing, and stood trembling. "I know," she'd said miserably. "That's why I'm mad."

Applejack had leaned against her friend's side, and the two shared the small moment of comfort.

The spat with Rarity had ended, of course. It was only a month before Rarity apologized, and broke down sobbing halfway through. The pegasus mare had held her through it all, and by the end, both of them were soaked with each other's tears. But they were happy.

The old mare yawned now, resting her head on her hooves as she watched the sun sink slowly, finally disappearing beneath the horizon. The twilight went with it, replaced by the heady dusk. The chill crept closer, but the mare pressed herself further into the fresh dirt beneath her, and let the memories wash over her again.

They had lived for many years after that, the four friends, held fast to the earth by their friendship. They had stood together and watched, sorrowfully, as the rest of their fillyhood friends slipped away. Some went peacefully. Some did not.

It was cruel twist of fate that Rarity, the elegant one, the grand one, the pony with no limits, was the next to leave. Crueler, still, was the way she was taken from them.

She'd only meant to gather more jewels. It was a regular task, made monotone by the many years she'd done it. No pony had thought something would go wrong – until they realized that Rarity hadn't returned. A day passed, then two – and finally the remaining Elements could stand it no more. They raced out to find her – and find her they did.

She was gone, no question about that. The pegasus mare had collapsed when she saw the state of her deathly silent friend. The unicorn's coat, always so lovingly brushed and pure, was sullied by dirt. Her legs were curled around her chest, as if to brace for pain, and the look of shock on her face made the pegasus keen in grief. They learned later that the unicorn's heart had simply failed, and it was there that Applejack took some comfort.

"See," she'd said, "she didn't suffer. It was quick, and maybe mostly painless. She didn't suffer."

It was not enough for the pegasus mare. Not enough to know that, after all these years, it had not been a peaceful sleep that took her friend away, but a few terror-filled seconds. It was terrible to her that a pony so loving, so willing to help others, had died alone in the dirt.

The funeral was as grand, if not grander, than Pinkie's, or even Twilight's. Rarity was renowned for her generosity and beautiful clothing, and ponies from all over Equestria attended. It eased the mare's mind somewhat, to see that so many would mourn the unicorn with her.

This time she was able to speak. She told of how she and Rarity had never quite seen eye to eye. She spoke of how she and Rarity had learned to rely upon each other, how they had wept together when their friends left the world, how they had discovered that with grief came fond remembrance, and that time healed all wounds.

But it would take a very long time for that particular wound to heal, and the pegasus mare knew it. She'd thrown herself into her work, went days without sleep, refused to eat for hours on end – and then Applejack had caught wind of it.

The sturdy Earth pony, already aged and aching herself, had marched down to the cloud house and practically lassoed her out of the sky. The pegasus mare was then subjected to a lecture the likes of which she hadn't heard since Twilight Sparkle was around. The memory had amused her to no end, and before Applejack had finished, she'd succumbed to a giggling fit.

The orange mare had been a little taken aback. "I know I'm no good with words, but do ya have ta laugh about it righ' now?"

"No, it's not that, AJ," the pegasus had chuckled. "You just reminded me of Twilight, that's all. You know, the moral stuff, and all that."

A small smile had crept across Applejack's muzzle at this. "Somepony's got ta do it." She'd shrugged, and then she'd gotten a long-suffering look in the lines of her face. "Please, sugarcube, don't do this. Don't do it to yourself, or us. We only just buried Rarity; don't make us bury you, too."

The pegasus mare had sat there, quiet and contemplative for a long time. Finally she'd raised her dark eyes to Applejack's own, and winced at the fearful grief that rested there. "I… I'm sorry," she'd murmured, and reached out to her friend. "I'm sorry. I was selfish. It won't happen again."

And it hadn't, really. She'd learned to contain her despair, and her rage, and her tears. Even as old as she was, she'd had to remember how to channel her overwhelming emotions into healthy practices.

They lived for a long time after that, the three friends, the only remainders of the Elements of Harmony. They stood together, watching as Ponyville flourished and grew, and thinking of how much Twilight would have loved to share her knowledge with the foals, or of how Pinkie would have thrown a grand party for the anniversary of Luna's return, or of the way Rarity would have adored the new fashions that came and went. It was a terrible thing, to remember, but uplifting at the same time.

And then that fateful day came when, so many, many years after Rarity had been torn away – and even longer since Twilight had gone ahead – they had found Fluttershy curled up peacefully beneath a tree, her rabbit Angel resting between her hooves, and just as silent as his caretaker.

The pegasus mare, expecting terrible grief, found herself only at peace with it all. Fluttershy had not gone kicking and screaming, or lost her youth. She'd lived a good long life, one that she'd spent caring for others and not just herself. Fluttershy had known it was her time, of this much the pegasus was sure, and had accepted it just as willingly.

The service was soft and serene, so much like Fluttershy that it had brought tears to the pegasus' eyes. She'd managed to compose herself enough to reminisce on the happy memories of the yellow pegasus, of which were many. It was a peaceful time, that night, and it had eased the mare's fears for her friend.

Her fears might have left, though, but her weariness did not. Without Fluttershy to soothe her aches and pains, the pegasus mare was a tired mess most of the day. Years of her youth spent flying at the speed of sound had left her muscles tightly wound, and not one to be easily relaxed, the mare was left limping around the town. Flying was a torturous exercise, and a death sentence if done alone. Applejack did her best, but wings were not of her knowledge, and so the pegasus suffered quietly.

She remembered bemoaning it all several times to Applejack, made delirious by pain and fever. The Earth pony had tried everything for her, from medication to massages to herbal remedies, but nothing could ease the fire that the pegasus mare felt in her bones.

Finally it had been too much for Applejack. "You can go," she told her friend, crying along with her. "You don't have to stay. If it's too much, you can go on."

"I can't," the pegasus had gasped, breathing unsteady, limbs flailing weakly in agony. "I can't."

Later, when the mare's fever had broken and she'd regained some coherency, Applejack had never questioned her words. Even if she had, the mare didn't know if she could explain. The words were true, but how they were, and how she knew, she could never remember.

And so the years passed in this manner, with the pegasus and the Earth pony relying more on each other with each passing day. Applejack was as steady as ever, and slowly the pegasus mare was learning how to cope.

Foals grew, ponies fell in love, and life went on.

Until that day.

The pegasus mare knew it was coming. So did Applejack. They had been preparing for it for a long time, straightening out their estate and possessions, despite how little of either remained. It was only a matter of time really, and who went first.

So the pegasus was not surprised the day when Applejack invited her out to the fields, to lay in the sun and remember the old days. She was not surprised, but her heart ached all the same.

She lay next to Applejack for the greater part of the day, laughing and crying and gazing at the clouds. The pegasus had felt her friend's heartbeats from where she had rested against her side. She'd counted them in her head, 1, 2, 1, 2, 1

Applejack had breathed in once, twice, and let it all out in a gentle, fading breath, her eyes closing, head lowering gracefully to the ground.

The pegasus had rested her own cheek against her friend's, trembling, and cried.

The funeral was modest in its furnishings, but overabounding in attendance. Members of the Apple family had come from all over the lands, driven by their devotion to the mare who had been their matriarch for many long years.

The pegasus had almost felt unwelcome, until a smiling Apple Bloom, grown and lovely, had approached, and introduced her as 'Applejack's Greatest Friend'.

The mare had been flattered, nodding a weak reply to all who came to talk with her. And when it came time to speak, she had known exactly what to say.

She wove a tale of honesty and steadiness, of a mare whose courage was unquestioned, and her love for others never doubted. She regaled them all with stories of Applejack's defining moments, of her bravery against Nightmare Moon and Discord, of her tenderness when she tended to those with a broken heart, of her patience as she dealt with those in need of guidance.

The mare knew she would miss Applejack, and wept bitterly as the dirt covered the casket from sight.

Now, as she lay on that very same earth, with only a few feet of ground separating her from her longest surviving friend, she felt conflicted inside.

The terrible pain was washing over her again in tides, ebbing and flowing, tugging her thoughts in one direction and then the next, leaving her tired and anxious and more weary than she'd ever felt before.

Above her, the darkness had stretched out in its limit, and already the moon was sinking. It was a beautiful sight, but watching it alone… it dulled the colors, somehow. The pegasus huffed a short breath of laughter, blinking wearily. Her head sank to the ground, and she breathed in the familiar, rich scent of the earth. She'd grown so used to smell of the dirt and grass and undergrowth… she could barely recall the way the wind stole the breath from her lungs, or the light taste of the sky. It was a mournful thought, that she would never be able to experience it again. She closed her eyes, mind drifting off…

"Rainbow!" the voice was urgent, and rapidly approaching. "Rainbow Dash!"

The old pegasus mare lifted her head, blinking in the darkness. "Scootaloo? Is that you?"

The orange mare skidded to a halt next to her, flanks heaving. "Yeah, it's me, I – I thought… I thought…"

She didn't need to finish her sentence, because the old mare could already imagine what it must have looked like. She chuckled once. "S'okay, Scootaloo. I'm alright, just dozing."

"A-are you sure?" Scootaloo's voice was hesitant, and she nosed over the older pegasus anxiously. "I mean, it's only been a few days since, well, you know…"

"Applejack's funeral, I know," the pegasus finished, smiling gently. "You can say it, Scootaloo, I'm no skittish filly. I've experienced my fair share of it."

"Right." Scootaloo hung her head. "Sorry."

The old pegasus gave her a gentle nudge. "No need for apologies. You did nothing wrong."

She got a flicker of a smile in return, and so she directed the conversation elsewhere. "Why are you here? Not looking for me, I hope," she laughed, though she knew it was a real possibility. She was one of the oldest ponies in town, after all – and the last Element of Harmony. Pain flashed through her again, but she hid it with a careful smile.

Scootaloo shook her head. "No, I was bringing a couple of friends here to pay our respects." She jerked her head back towards the fence, where two stallions stood, watching. "One of them is a distant relative of Pinkie Pie, like a great nephew or something. It's been a long time, but he was raised on stories of how great she was, so I guess he always wanted to come."

The old mare smiled and nodded. "That's fine. Just give me a few minutes, and I'll be ready to leave you all in peace."

"Oh, no, you don't have to leave –" Scootaloo started to protest, but the mare silenced her with a wave of her hoof.

"No, no, it's his family. I'd just be an unwanted reminder of the past. No, I'll leave."

Scootaloo shifted and nodded, trotting back to the fence where the stallions stood.

The old pegasus sighed deeply, stretching her legs and wincing when they nearly gave out. Foolish old mare, she admonished herself. Thinking you could spend the night in the cold like you were young again. She shook her head and looked back at the headstone behind her. "I suppose this is our last goodbye, Applejack."

The headstone remained stubbornly silent, and the mare chuckled at herself, looking back towards the coming dawn. "Twilight again. We've come full circle, I suppose." Another short laugh escaped her, and then she hung her head, gritting her teeth against the pain. "But why, Applejack… why am I the one left to witness it?"

The question hung in the air, but the graveyard was as quiet as ever. The old pegasus shook her head once, twice. That question had haunted her since Twilight's death.

Why was she, of all ponies, the only one left? If anything, she would have thought she'd be the first to go; she'd been a thrill seeker in her youth, risking life and limb on tricks that could have easily killed her. Why her, then… she'd had no one, besides her friends. Twilight had had Spike; Pinkie had her family; Rarity looked after Sweetie Belle; Fluttershy cared for her animals; Applejack supported Applebloom and Big Macintosh. Why, then, was she, the one with no ties to the ground, been the one left last standing?

The old mare shuddered. She'd have gone on years ago, if she'd had the choice. Pain would have driven her to that point. If she didn't know better, she would have said that she was meant to be dead long ago. But something had held her back, and had done so for all these years. A strong deep-rooted wrongness in the face of death, a feeling of denial, a feeling that…

The old mare opened her eyes in amazement.

A feeling that was no longer there.

Her breath coming in short bursts, the pegasus looked to the sky. It was painted a milky vanilla, a soft dawn that called to her. The old mare's ears twitched. The feeling was not gone, but calling her forward… and now she recognized it.

It was loyalty.

Loyalty to her friends had kept her with them. Her own spirit hadn't let her move on in fear of leaving them behind, of abandoning even a single one.

But now, with all of them moving ahead, she was ready to follow.

She could not abandon them, even if they were dead.

A blinding pain rose in her chest, and immediately she understood.

Slowly, painfully, she spread her ancient wings, wincing at the twinges of pain that still shot through her. Gritting her teeth, her hooves dug into the ground, and she braced herself. Somehow, someway, she found a reserve of strength buried deep within in her, and she opened it. Power flooded through her.

Her heavy wings grew wider, and her violet eyes brightened.

One step, then two, and then suddenly she was in the air. She closed her eyes, rising higher, far past the clouds, foot by foot, inch by inch, until she felt she could kiss the stars. For a long moment she hovered, and she realized she was crying.

How long she had waited for this. The atmosphere swaddled her, and she realized all the pain was gone. A tremulous laugh escaped her, and she swooped once, watching the ground pass beneath her, the lay of the Ponyville as it curved and dipped.

She was in the sky again…

By the stars, she'd never felt so alive.

A warm light suddenly bathed her, and she turned her eyes to the sun. She found herself looking straight into it, but it didn't hurt her – instead of blindness, she suddenly could see everything so clearly… she knew what she had to do.

Steadily, and gaining speed, she flew towards the sun, following its golden light. The whisper of wind grew into a roar as she picked up speed, and then suddenly dropped to a merciful lull. The sound of hoofbeats rang in her ears, and the pegasus glanced to her side in confusion, gasping at what she saw there.

Twilight Sparkle, with stars in her mane, cantering alongside her. She looked as young as the pegasus remembered her. Tears filled the violet eyes as the unicorn smiled warmly at her, keeping pace easily even as the speed grew again. They were not alone for long.

One by one, her old friends rejoined her. Pinkie Pie, bouncing along cheerfully. Rarity, graceful even as she cantered on clouds. Fluttershy, half-trotting, half-flying, a peaceful smile on her muzzle.

And then Applejack, surging up alongside her, as wild and rugged as ever, smelling of grass and trees and earth, and grinning as she egged her friend forward.

The pegasus could not help the tears that poured from her eyes as she looked at her friends. They looked the way they did when she'd first met them, on their first adventure. The age had left them, replaced by eternal vigor.

The pegasus understood.

Slowly, bit by bit, the speed was wearing away her age. It dripped off her, sliding away, until all she could feel was that pounding in her chest and the breath that burned in her lungs.

She could taste the sky, the sun, the scents of her friends. She could feel their love for her pouring out. She could see them again. She felt alive.

It was everything she'd ever wished for, in that single moment.

Rainbow Dash smiled and closed her eyes for the last time.


Scootaloo was weeping as she fell back toward the ground, her hooves wrapped around her mentor's too still body. The two stallions raced to meet her, mouths gaping.

"What the hay happened?" one yelled, voice pitched high in distress. "Should we get a doctor, or something?"

"Is she okay?" the other asked, dropping his bunch of flowers meant for his great-great-great aunt's grave. "What did she do? Is she okay?"

Scootaloo barely heard them, landing heavily on the ground and easing Rainbow Dash's body to the grass. She couldn't help the tears that splashed onto the old pegasus' coat.

It had happened so fast… one minute Rainbow Dash was getting to her hooves slowly, and the next…

The old pegasus had risen to the air in a surprising burst of speed.

Scootaloo had only been able to watch, stunned into immobility, as the cyan pegasus dipped and wove and shot up towards the sun, trailing rainbows in her wake. It had been a beautiful sight, so reminiscent of her fillyhood…

And then Rainbow Dash had reached her peak, dwarfed by the sun, and started to fall. Scootaloo, fear pounding through her, had shot into the sky and rocketed to catch her. She'd hoped fiercely that she would get there in time…

When she caught her, she knew it was too late.

Rainbow Dash was gone.

And Scootaloo wept.

The stallion next to her shifted uneasily, caught between trying to comfort his friend and grieving for a pony he didn't even know. "I'm sorry," he said awkwardly, "By Celestia, I'm sorry; I don't understand why she did that, I…"

The orange mare managed to get a laugh out between her tears, and both the stallions stared at her. "It's just like her," Scootaloo said, smiling tearfully. "She never was one for going off quietly. Had to make a big production out of it." She laughed again, suddenly crying harder than ever. "She's gone."

As dawn rose, and the sun warmed the three ponies in its glow, the body of Rainbow Dash seemed to smile.

"She's at peace."


This is my very first MLP fic, and I hope it's lived up the the standards of the other beautiful pieces on the site. I was terrified to post it, but I felt that I might as well, seeing as I've got three others I'm already woking on, and if I obsess over one thing too much, I end up spoiling it. Hopefully you enjoyed it!

Reviews are loved!