AN: An alternate version of Friendship Is Magic, where Sunset Shimmer is the pony sent to Ponyville instead of Twilight. Basically, Celestia convinced Sunset to stay and continue her studies rather than run away, so she remained Celestia's pupil and was sent to Ponyville to study friendship. Obviously AU. In case you can't figure out which Element the other ponies are: Cheese = Laughter, Derpy = Kindness, Doctor = Loyalty, Rarity = Generosity (of course, I like her too much to replace her), and Lightning Dust = Honesty (she's nothing if not completely, brutally honest). And Sunset of course is Magic. If the characterization isn't right, well, this IS AU, so don't be too harsh!

Shimmer of Friendship: The Mare in the Moon

Sunset Shimmer impatiently tapped a hoof against the floor of the train, scowling out the window. What a waste of time this was! She could be studying magic, or helping the Princess prepare for the return of Nightmare Moon! She may only be a student, but she was still a powerful magic user and very well read. She let out a deep sigh.

"Sunset? What's wrong? You're not still worried, are you? She isn't sending you away, you know. She just wants you to make sure the preparations for the celebration are going well." Her companion, a small ruby dragon, said.

"I'm not worried, Scarlet. Just…well, I could be helping the Princess, and she's sending me on some errand-pony mission. One of the royal guards or servants could easily have done this. I mean, why me?"

The small dragon, Scarlet, raised a sparkling sapphire eye, "She trusts she completely. You're like a daughter to her, Sunny. Surely you know that." Scarlet crawled into Sunset's lap, nuzzling her.

Despite her irritation, Sunset stroked Scarlet and smiled. The small dragon curled into a tight ball and closed her eyes. Scarlet was Sunset's dearest and only friend, besides the Princess, and she couldn't really call her teacher her friend. It would be inappropriate.

Most unicorns couldn't hatch the dragon egg. They were merely graded on how hard they tried. Sunset, however, had refused to give up. The judges even told her that the test was merely based on how hard you tried, and she had passed with flying colors, but still the unicorn refused to give up. Something had felt like it had burst free inside of her on her final try.

It had been like…she couldn't even describe it. Magic, pure, sparkling magic, had broke free and struck the small red and blue egg, causing it to hatch into a beautiful ruby dragon hatchling. Unbeknownst to Sunset, Princess Celestia had been watching. Thinking she was in trouble, Sunset remembered shrinking in fear as the Princess approached.

Celestia had been smiling, and told her what an amazing gift she had. That no other unicorn had ever managed to hatch the egg. Not in hundreds of years. The egg was dead, Celestia had said. In effect, Sunset had revived the hatchling inside the egg, and gave her life. For all intents and purposes, she was the mother of the tiny red dragon napping on her lap.

She'd also gotten her cutie mark. A red-gold sunburst. Much to her delight, it looked quite similar to Celestia's. The Princess even told her that she was certain it was her destiny to be her most faithful student, since her cutie mark was so similar.

Sunset ran a hoof over Scarlet's smooth, shining red scales. Her sapphire spines and small horns were a stark, yet beautiful, contrast to her shining ruby scales. She truly was a beautiful dragonet, and Sunset was certain that when she grew, she would have to beat off the drakes with a shovel. She used her magic to move the dragonet to different position and relaxed, closing her eyes, as the train continued it's trip to Ponyville.

A loud horn jolted the unicorn from her sleep. She jumped up, causing Scarlet to fall to the floor. The dragon gave a small hiss, smoke flaring from her nostrils, as she climbed on to the seat across from Sunset. Shaking herself slightly, Scarlet yawned and pointed toward the door.

"I think we're here, Sunny. Too bad. I was still sleepy." Scarlet tried to close her eyes and curl up again, but Sunset's magic dragged her off the seat and onto Sunset's back.

"Let's get this over with, Scarlet. Then we can go back to Canterlot, preferably before Nightmare Moon comes back." Sunset trotted off the train, using her magic to readjust Scarlet's position on her back, making carrying the dragon more comfortable.

Sunset slowly walked through the town, nervousness increasing. So many ponies, just…smiling! Ponyville was definitely an odd town. She felt a sharp pain as she realized she hadn't been paying attention and had bumped into another pony and fell flat on her back.

"Oh, owwww. I'm sorry, I wasn't really watching-" Sunset's apology was interrupted by a loud shriek from the pony she'd bumped into.

"A NEW pony! Yeeeahh!" A curly haired stallion with a grilled cheese for a cutie mark screeched, before leaping up and streaking away, bowling over Sunset again.

"Er…was that a pony or a hurricane?" Scarlet mumbled, running a claw over her now-dusty scales.

"I'm not entirely sure, Scarlet. Mad ponies! What next. Ugh. I think that was the cheesy guy. Cheese Sandwich. He's supposed to be in charge of the catering. The food. It doesn't look like he's doing much of anything, besides scaring the horseapples out of everyone." She snorted in irritation, her gaze following the cheese stallion's trail.

"Okay…so checking the catering will have to wait…what about the decorations? We can check them next. A pegasus pony named Ditzy Whooves is supposed to be in charge of delivering them to the town hall, and a unicorn named Rarity is supposed to be setting them up." Scarlet said, reading over a checklist.

"Fine. Let's see if Miss Ditzy is less insane than that weird cheese pony." Sunset trotted off toward the town hall.

She managed to avoid any insane ponies on the way, and opened the door, a little more at ease now.

"Uhm, hello?" She said, gazing at the white unicorn mare mumbling to herself and pacing the room.

"Oh, yes, hello, dear. My apologies, the decorations aren't here yet. That Derpy is always so...derpy!" The unicorn snorted. "Who might you be? I haven't seen such a bright red mane anywhere in Ponyville."

The white unicorn was unabashedly staring at Sunset's two-toned mane, especially the bright red parts. Sunset smoothed her mane back.

"I'm Sunset Shimmer. I was sent from Canterlot to oversee the preparations for the Summer Sun Celebration. It doesn't really seem Ponyville is anywhere near prepared." She turned away from the white unicorn, who had gasped and started raving as soon as she had mentioned Canterlot.

Sunset turned and whispered to Scarlet, "See, crazy…"

"I don't know…she does have style." Scarlet peered over her shoulder, looking at the white unicorn, who was now hopping around the room, shouting about Canterlot style and influence. "Well, okay, I'll give you this one. That is a little bit more than slightly odd."

"Watch out below!" A female voice shrieked. Sunset managed to dodge the gray and gold blur that shot past her and smashed into the white unicorn, scattering ribbons all over the room and causing a box to smash into Sunset, bowling her over. She growled in irritation, and counted to ten. Celestia had taught her this way of controlling her temper.

"Derpy! Look what you did to my mane! And you're so late! This unicorn came all the way from Canterlot to check on our preparations, and you just-"

"Ahem," said Sunset, "Pardon me. Are you Miss Ditzy Whooves?"

The gray pegasus smiled at Sunset, and the unicorn noticed that the pegasus had strange eyes. They were looking in opposing directions. "Actually, I'm Mrs. Ditzy Do Whooves, but everyone calls me Derpy. Because, well…I am."

The pegasus blushed slightly and gestured at the room and the confetti and ribbon covered alabaster unicorn.

"You are…what?" said Sunset, slightly confused.

"Uhm, you know. Derpy," said the pegasus, "Retarded. Mentally challenged….stupid."

The last part was said in a whisper, but the smile never left her face. Sunset felt a small wave of pity for the gray mare. "I don't think you're stupid. Just a little…impaired. Glasses could probably fix that. In Canterlot, there are all types of ponies."

"Oh, no, I'm definitely stupid. Just…so stupid." Ditzy sank to the ground, sighing, "I mean, Foal Services even wanted to take my daughter away…they didn't think I could raise her, not even with my husband's help." Ditzy's ears were flat against her skull.

"Doesn't matter. Doc made sure they'll never bother me again. Stupid, stupid, stupid…can't even handle the process of keeping my own daughter safe."

"You stop that right now, my lady! You are the least stupid mare in all of Equestria, I've told you that many a time!" A brown earth pony stallion with an hourglass cutie mark trotted through the door. Sunset noticed that he had an odd accent, one she couldn't place at all, and she'd been a good many places in Equestria.

The white unicorn had finally untangled herself from the mess of ribbons and approached the trio. "Oh, darling. You're just a tad clumsy. That's nothing to call yourself stupid over! Now, stop wallowing in self-pity and listen to your handsome husband here. By the way, I'm Rarity." She smiled at Sunset, "I'm sorry about earlier…I was just so frustrated with the timing, and the rush…I forgot about how quickly I can make this place absolutely fabulous!"

Ditzy smiled at Rarity and her earth pony husband, whom Sunset assumed was 'Doc'. "Thanks, everypony. Miss Sunset, what else do you need?"

Sunset blinked, "Oh, I needed to check the weather. There's supposed to be a pegasus weather pony clearing the clouds. I forgot her name, uh…Light Storm?"

"That would be Lightning Dust! She's probably showing off for her fan club again," said the earth pony, "By the way, I missed your name. I'm the Doctor, and this is my dear wife, Ditzy Do."

"I'm Sunset Shimmer. And…I just have to ask…Doctor Who?" She was confused.

The stallion gave her a large grin. "EXACTLY, Miss Shimmer! EXACTLY!"

He grabbed Ditzy by a wing and dragged her out of the town hall, smiling happily.

"He's really handsome…pity he's married…" said Scarlet, gazing longingly after the Doctor.

Sunset glared at the small dragonet. "Oh, come on. He's a pony, you're a dragon. Even if he weren't married, it would never work. Stop checking out the weird ponies in this town and start checking that list. We need to find Lightning Flash or whatever." Sunset started to head out of the hall, and felt a hoof on her shoulder.

"Wait, dear. I'm sorry for the earlier…tizzy…I had. I was just so excited to meet a pony from Canterlot… I was born and raised in Ponyville, but ahh, I wish it had been Canterlot." Rarity smiled longingly, "Come here, darling."

Rarity gestured Sunset over to a mirror she'd set up in a corner. The alabaster unicorn used her magic and gently ran a comb through Sunset's slightly mussed mane, using a skill Sunset had never seen outside of a spa to get the tangles Ditzy and Cheese's collisions had caused out.

Rarity stood back, and clapped her hooves together. "Much better, darling. Here, you'll look positively smashing with this." The unicorn magically tied a ribbon around Sunset's mane, somehow making the yellow part entwine with the red in a way that gave it a beautiful red-gold shine.

Sunset was shocked. Rarity was skilled indeed! This pony should be working at a spa, or as a Canterlot fashionista, not as a mere decorator in a small town like Ponyville! She had never even noticed how well her red-gold mane went with her light amber coat.

"Wow, you're very talented, Miss Rarity. Thank you. Still, we really do need to be going. I have to find Lightning Fluff and see if she's got the weather under control. I do appreciate the makeover, though. How much do I owe you?" Sunset's horn flashed and a bag of bits appeared.

Rarity's eyes widened. "Oh, darling, no! I couldn't possibly take money for showing a pony her true fabulosity!" Rarity waved her hooves and ushered Sunset out.

"Lightning DUST is probably arguing with that Rainbow Dash. They're both such braggarts, but at least Lightning is an HONEST braggart. She'll never tell you anything but the truth, even if that truth isn't what you want to hear. Best get going, darling." Rarity waved them out the door. Scarlet turned and waved back.

"She has the most amazing style I've ever seen in a pony! I wish she could show me." Scarlet smiled and ran a claw through Sunset's newly coiffed mane.

Sunset flipped her mane over Scarlet's head. "Stop it, Scarlet. Let's find Light Bulb so we can get his over with and get back to Canterlot."

Noticing the gray clouds filling the sky, Sunset came to the conclusion that Lightning or whatever wasn't doing her job. The weather was terrible. She grimaced and noticed a rainbow maned pegasus lounging on a cloud above her head.

"Hey, rainbow pony. You don't happen to know where I can find Lightning Dust, do you?" Sunset asked.

The rainbow pegasus glared at her. "Oh come on! Not another one! I'm waaay better than Lightning Dust! I mean, I can even perform a Sonic Rainboom and she can't! Not to mention, my fan club? Twenty percent cooler than hers!" The rainbow pegasus spat.

Sunset grimaced and backed away slowly. "Uhm, okay. Sorry, I'll…look elsewhere."

Something like a hurricane sped past her, knocking her on her flank. She blinked several times, following the sparkling yellow trail of lightning bolts. She glanced up at the rude rainbow pony. "I think I found her, thanks…for nothing." Sunset mumbled.

Sunset trotted through town, following the lightning bolt trail to what appeared to be a restaurant of some type. A large, plastic grilled cheese sandwich adorned the front of the shop, followed by the words "Cheese's cheeses and sandwiches!" in glowing neon yellow. She let out a relieved sigh. Hopefully this would let her find both Lightning and Cheese, so she could finally let Scarlet check the last things off her list.

She entered the establishment and noted with slight irritation that the cheese guy wasn't there. Lightning, however, was. She was leaning back in a booth, chatting idly with a small pale purple unicorn with gold eyes that reminded Sunset heavily of Ditzy's eyes. Must be Ditzy's daughter, she thought. She walked up to the table Lightning was sharing with the filly.

"Hello, I am Sunset Shimmer, coordinator of this year's Summer Sun Celebration. I was sent to find a pegasus named Lightning Dust, who was supposed to clear the weather this year. The rainbow one said that was you?" She made the last part a question, just in case this wasn't actually Lightning Dust, since the rainbow pony hadn't actually said she was indeed the pegasus she was looking for.

The bright blue pony waved a hoof. "Sorry, these aren't the ponies you're looking for!" She stared at Sunset, as if waiting for her to understand some sort of joke.

"Uh, okay…so where can I find Lightning Fluff?" She forced a smile.

"Her name's Lightning Dust, and this is her! She's just fooling with you, that's all! It was a joke from that movie, Solar Wars. You ever seen it? My mommy took me, and-"

Lightning waved a hoof. "Shush, Dinky! Yep, I'm Lightning. Heh, sorry, was just joking. I do like a good joke. Not as much as Cheesy, but still." She laughed.

Sunset couldn't help but smile. Lightning seemed to be a very outgoing pony, indeed. And helping with Ditzy's daughter like this, certainly a loyal friend. "Anyway...the weather? The clouds are kind of...everywhere. The sky is supposed to be clear for the celebration. My list said you were in charge?"

Lightning nodded. "I'm in charge of the weather ponies...but I'm not the one who was supposed to clear the skies today. That was Rainbow Dash," Lightning Dust grimaced, "She's probably being lazy, sleeping on a cloud or bragging about the one single time she performed a rainboom. Oh well, she's certainly a good flyer, I won't deny that, but she can be the most lazy mare in Equestria!"

"Uh, well, do I need to go talk to Rainbow Flash then?" Asked Sunset wearily. She was tired of wandering all over this small town!

The blue pegasus shook her head, "Nah! I'll just take care of it myself. I'm just as good a flyer as she is, but at least I don't lie about being better than everypony else unless I actually am. I'll clear the clouds, Miss Shimmer. Why don't you watch Dinky, here? I'm sure she could help you find whatever else you need for...whatever it is you're doing here."

Lightning gave Sunset a salute before streaking out the door, leaving a bright yellow trail of sparkling light. Sunset counted to ten again, breathing. She'd just been left in a restaurant, with a filly to babysit! She wasn't good with kids at all! Sunset risked a glance at Dinky, blinked in surprise. The small unicorn was tickling Scarlet's belly and running a hoof over her smooth red scales.

Well. Scarlet at least was good with kids. Probably since she still was one, more or less. In dragon years, she was still considered a hatchling, despite being around ten years old or so.

Sunset walked over to Dinky, forcing a smile. "Hello, little one. I think I met your mommy and daddy. The gray pegasus with the bubble cutie mark and the brown earth pony with an hourglass cutie mark?"

Dinky grinned up at Sunset. "Yep! Your baby dragon is so cute! How old is she? How did you capture her? Can you convince mommy or daddy to get me a baby dragon? I want one. Oh, is she magical? Can she do magic? I can do magic, even though mommy and daddy can't. I learned to lee-va-tate things last week and-"

"Little filly? Uh, you can't just have a baby dragon for a pet. I hatched her during a magical examination. Her egg was dead until my magic revived it. I don't think your parents would want you to have a dragon as a pet until you're old enough anyway. Sorry, uh, Dinky, right? I'm not good with...well...anypony, come to think of it." Sunset's ears drooped slightly.

"I don't really have friends. It's...never been important to me. I have to get this celebration squared away, so I can get back to my spells. Do you know where a pony named Cheese Sandwich is?" Sunset asked, again focusing on the task at hand, forgetting the strange feeling she'd had when she'd mentioned having no friends.

The little filly, Dinky, took her hoof and smiled up at her. "I'll be your first friend, Miss Sunny! I know where Cheesy is, too!"

The little unicorn hopped off the booth and, still holding Sunset's hoof, led her out of the restaurant. Sunset quickly levitated the now-sleeping Scarlet onto her back. The dragonet made a small noise of protest, but quickly situated herself into position and fell back to sleep.

Dinky led Sunset through the oddly emptied out town (which Sunset noticed had now-completely cleared skies as well) toward what looked like an odd treehouse thing. She read the sign as they got closer.

"Golden Oak Library...hey, this is where I'm supposed to be staying while I'm here...why would Cheese-" Sunset was cut off as Dinky led her into the darkened main room of the library.

Suddenly the lights flipped on and Cheese Sandwich appeared out of nowhere, a shower of confetti and noisemakers accompanying his appearance.

"SURPRISE! Were you surprised? I was. Were you? I hope you were! It isn't a party if nopony is surprised. Or happy? You're not smiling! Smile! Parties aren't parties unless ponies are smiiiiilllling!" Cheese shouted.

Sunset facehoofed and sat down suddenly. Scarlet hissed as she landed on the hard wooden floor.

Dozens of ponies were at this party thing. Including the five she'd met during her travels.

Rarity, in a fancy hat and a sparkling, gem-studded dress. Cheese, of course, wearing an odd poncho and dancing with a rubber chicken. Lightning Dust, wearing nothing but a pair of goggles and swapping stories with a pale lavender pegasus. Ditzy and the Doctor, standing together, beckoning Dinky over, who ran to her parents and started talking at the speed of light.

Sunset couldn't help herself. She smiled. For the first time in her life, she honestly felt like she wanted this strange mismatch of ponies to like her.

Maybe, just maybe, her mentor was right. Perhaps Friendship WAS magic?

AU of course! Remember, AU! Of the original Mane 6, Rarity is the only one I felt like keeping, so sorry if you love the others. They will appear, just not as elements. And as for Lightning Dust being relatively nice? I interpreted her to simply be brutally honest in her episode, not outright mean. She even showed remorse at the end of the episode, so I think she does have a nice side to her. And I really hate Rainbow Dash, sorry. She's so annoying and should NOT be the Element of Loyalty. Just my opinion, sorry RD fans.