WARNING: Spoilers ahead! References to season 4 and one episode from season 5 for My Little Pony. Spoilers for Gravity Falls season 2. You have been warned.

It was just another day in the life of Discord. He was outside of his home in his little pocket dimension tending to his garden, he conjured up a watering can to water his plants. Bees playing castanets buzzed about, one of his venus fly traps reached up, and snapped one of the bees from the air. Discord smiled, and patted the little plant on the head, and went back to watering his garden. As he begun to water his purple polka-dotted roses, he heard a familiar voice.

"WHO IS MY FAVORITE PATCHWORK FREAK OF NATURE?"

His ears immediately perked up, although he hadn't seen him in ages, he knew exactly who that voice belonged to. It was that same 'ol greeting he would use every time he came to see him. Discord smiled, returning that familiar greeting by continuing their old routine. "Who is my favorite angular, one-eyed, dapper dressed guy?" Discord turned to look at his old acquaintance, they both pointed to each other and said simultaneously, "You are!" They laughed.

Discord tossed his watering can away to one side, it made a broken glass sound effect when it landed. He glided through the air, gave his old buddy a high five and a fist bump. "Bill Cipher! How wonderful it truly is to see you again after all these years, 'ol buddy, how long has it last been? Little over a millennia?"

Bill thought about it for a moment as he twirled his cane around, "YEP, 1000 YEARS...GIVE OR TAKE...OR WAS THAT 2000? BAH, WHATEVER, YOU KNOW HOW POINTLESS IT IS TO KEEP TRACK OF THESE THINGS, ESPECIALLY WHEN YOU'VE BEEN AROUND FOR A TRILLION YEARS."

Discord glided though the air, and set his feet on the ground before the door, "I haven't been around as long as you have, but I know the feeling." he opened it and anxiously gestured for Bill to come over. "Come in, come in! I'm sure we have a lot to catch up on."

Bill floated though the air, drifting past Discord, Discord followed him inside, shutting the door behind them. Bill drifted along, looking around Discord's place, admiring the décor. Discord realized something, "I must say Bill, I'm surprised you can even exist in this dimension. Considering how your form has some...limitations, and all." Bill was still looking around the room as he explained,

"THIS DIMENSION SEEMS TO HAVE SIMILAR PROPERTIES LIKE THE MINDSCAPE, WHICH IS HOW I CAN MANIFEST HERE." Bill gestured to his surroundings, "WHAT IS UP WITH THIS PLACE DISCORDY? EVERYTHING IS MISMATCHED, MISPLACED, TACKY AND TASTELESS...I LOVE IT, SO VERY YOU! YOU'RE A NATURAL WHEN IT COMES TO THIS STUFF! WE NEED TO SHARE DESIGN TIPS MORE OFTEN. YOU'RE SEVERELY LACKING TRIANGLES AND PYRAMIDS THO."

"Vain as ever I see," Discord chuckled, "always wanting to fill your surroundings with imagery that looks like you. Personally, I just don't see the appeal in doing such a thing."

Bill stretched out his arm and pointed to a particular lamp he had sitting on a table. It was a collection of broken fragments pieced together that looked like Discord himself, holding a light bulb and was wearing a pink lampshade as a tu-tu.

"I WON'T SAY YOU'RE A BIT HYPOCRITICAL DISCORDY BUT...YOU'RE A BIT HYPOCRITICAL."

"That's different! It's art...handcrafted by yours truly." Discord chuckled again, "Besides, what makes you think I want you spying on me?"

Bill's arm returned back to him, he glanced at Discord, raising a non-existent eyebrow, "WHAT? YOU DON'T TRUST ME?"

Discord didn't want to admit it, but he had always found himself cautious around Bill. He knew how Bill likes to take deals that he had made with others, then twist them around in some sick fashion that would mostly benefit him in the end. He got a sadistic joy from doing it, and Discord admired that in a way. While he was confident Bill wouldn't pull something like that on him, afteral they did share such strong bond over a love for making mischief, spreading chaos, and the illogical. However, after befriending Fluttershy and learning what true friendship is like, and then later after what happened with Tirek, was his old business partner really all that trustworthy? Still, there was one other reason why he didn't like the idea of Bill watching him, so he figured he can at least tell him that.

"No, its just that knowing that you're watching me, like when I step out of the shower for example, it's rather...uncomfortable? I guess would be the way to put it. Besides, why would you want to see me naked?"

"I SEE YOUR POINT." Bill said as he thought about it for a moment, "I'VE ALREADY SEEN WHAT YOU LOOK LIKE IN THE MORNING, YEESH! YOUR MORNING FACE LOOKS LIKE SOMETHING STRAIGHT OUT OF MY OWN NIGHTMARES. LESS I HAVE TO SEE OF THAT SORT OF THING, THE BETTER." he gestured to his surroundings once more, "WELL, I STILL THINK I SHOULD GIVE YOU SOMETHING TO HELP LIVEN UP THE PLACE. OR 'CRIB', AS THE DUMBER ONES AMONG THOSE MEATSACKS WOULD SAY. I SWEAR, I DON'T GET THEIR CHOICE OF SLANG SOMETIMES. ANYWAY, HERE, HAVE A DISEMBODIED HEAD THAT ALWAYS SCREAMS." Just like that, Bill made a screaming disembodied head appear. He grabbed it by the hair and handed it to Discord, and he took it.

Discord looked at it rather thoughtfully, "Oh Bill, you and your strange love of disembodied body parts. How very kind of you to give me a gift. I do hope you don't mind if I make one teensy little adjustment?" A roll of tape with a bunch of quacking ducks printed on it appeared in his hand, and he taped the mouth on the head shut. He then placed the head on a shelf, and took a moment to admire it, "There, perfect! He even matches the drapes." Discord turned to Bill, "Now then, how about you take a spot anywhere on the floor and I get you some tea?"

"I PREFER THE CEILING MYSELF, HOPE YOU DON'T MIND? AND TEA SOUNDS GREAT."

"Not at all, whatever makes you feel most comfortable." Discord flipped the room upside down, and he snapped a tray with a hot pot of fresh tea with a pair of tea cups into existence. He snapped his fingers again, and set up the dining table and accompanying chairs before them. Discord set the tray down and gestured to one of the chairs. "Take a seat!"

"DON'T MIND IF I DO!" Bill then grabbed the chair, and shoved it inside of his hat. Bill then snapped his fingers, and made a completely new chair appear in its place, it was somewhat tacky looking as it was adored with designs of eyes and triangles. Bill sat down in it and kicked his feet up onto the table. Discord didn't mind it at all, him and Bill where always screwing around like this.

As Discord was pouring the tea, Bill took notice in one of the pictures Discord had on display. Bill magically brought one of the pictures closer to them. In the image, he and Discord where both smiling as they had their arms wrapped around each other, in the background there was a horde of strangely dressed zombies behind them. "HEY, I REMEMBER THIS! THIS IS THAT ONE TIME WE WENT TO THE RIVER STYX!"

Discord placed the cup of tea in front of Bill, "I still remember all the fun we had that day. Remember when you raised the dead and they all came back as zombies?"

Bill took the tea, sipped it, then continued, enjoying reminiscing with Discord. "THAT WAS A NICE TOUCH GIVING THEM ALL HAWAIIAN SHIRTS, KILTS, AND MAKING FLOWERS SPROUT FROM THEIR HEADS. AND THEN WHEN YOU ALL HAD THEM BREAK DANCING? PRICELESS!"

"Then Charon got furious with us and threw us off the boat." Discord laughed, "Good times."

The two god-like beings of chaos continued on for a while, reflecting of past times where they had fun causing mayhem across time and space. As they continued to reflect upon days gone by, Discord didn't really notice how Bill kept moving his ever observant eye around the room. There was something different about the draconequus, he seemed a bit more...tame? Compared to the last time they saw each other anyway. There was also the fact that he was living in this ancient pocket dimension between worlds, the old Discord he knew wouldn't have settled for living in a place like this. He was hoping to find some kind of clue that would explain this change in behavior. He spotted something, a photo of Discord and some...thing. Upon closer inspection, it was a small yellow Pegasus, with a pink mane and tail. He realized the thing was a creature from a whole race of highly advanced ponies that lived in the dimension next door to the one they where sitting in. Equestria, was it? Using his power, though every image of his likeness, he scanned every corner of that world. He found it strange there where so few images of him in this dimension, almost as if someone had deliberately erased them.

He finally found that pegasus through one of them, she was with a purple unicorn...or was it a pegasus?...they where talking about something.

"Thank you for taking care of Owlowiscious, he looks much better now."

"Oh, its not a problem, he just had a little cold, that's all."

"I really owe it to you Fluttershy, is there anything I can help you with today?"

"Sorry Twilight, not today, Discord will be coming over later for our usual afternoon tea."

Then a letter magically appeared before Fluttershy, and floated in the air before her, "Oh, its him." she took the letter and read it, she looked rather saddened yet still remained positive, and maybe a tad bit nervous.

"What does it say?" Twilight asked. Fluttershy handed it to her, Twilight read it out loud:

Dear Fluttershy, I'm sorry I can't make it today. A very old friend of mine has dropped in from out of the blue. We haven't seen each other in a millennia, and I was hoping to take the time today to catch up with him. As much as I would love to introduce you two to each other, I'm afraid my pal Bill would be a little much for you. He has a love of doing things like spontaneously setting things on fire, turning people into furniture, and all. I'll make it up to you sometime.

Love Discord.

P.S. Stay away from any triangles with an eye-like design in the center today. I removed as many as I could, but it was impossible to remove all of them.

That last part confused Twilight, she wondered why Discord would be paranoid about triangles all of a sudden. "So, do you know anything at all about this Bill?" Fluttershy shook her head, Twilight spoke again. " …haven't seen each other in a millennia...that was before the time Celestia and Luna confronted him with the Elements of Harmony. Say, did Discord ever talk much about the days before his reformation?"

Fluttershy shook her head again, "Not really. He mentioned some things, but not a whole lot."

Twilight looked a little concerned, "Don't you think there's things from his past that you should be worried about?"

Fluttershy smiled, "I'm not worried at all. I trust him. I know there's no need for him to bring up the past when he is making a real attempt to change, for the better, in the present. If there is anything important from before, I'm sure he would tell me."

"Did you try asking him directly?"

"Oh no, I wouldn't want to prod, that would be rude."

Twilight looked at the letter once again, still looking very concerned, then back at Fluttershy. "Fluttershy, just for your safety, please, just ask him. Considering his past record, there's bound to be something horrible that could hurt you. Discord may be on our side now, but what if he has something like some horrible enemy he had made in the past that could come after you? Shouldn't you be made aware of things like that?"

Fluttershy lowered her head and frowned, "I suppose I should...alright, I'll ask him about it next time I see him."

Discord interrupted Bill, "Hey Bill, are you doing that...thing again?" He raised an eyebrow in suspicion, "What where you looking at this time?" Bill returned his full attention back to Discord, he wasn't going to tell him about how he was spying on his little pony friend. He had plans for her once she goes to sleep tonight, but for now he knew he had to distract Discord. He had just the thing in mind, which was something he wanted to share with him anyway.

"I WAS JUST CHECKING IN ON THAT ONE DIMENSION I'VE BEEN WORKING ON." Bill lied, but the next part was true, "THERE WAS THIS ONE GULLIBLE IDIOT I WAS ABLE TO GET TO BUILD A PORTAL BETWEEN HIS WORLD AND THE NIGHTMARE REALM. HE THINKS HES SO SMART, BUT HE TOTALLY BOUGHT EVERYTHING I TOLD HIM. THAT FLESHBAG EVEN CALLED ME HIS 'FRIEND', WHAT A LAUGH! HUMANS ARE HILARIOUS!"

Discord took a slow slip of his tea, listening intently. Bill went into more detail about that man he had betrayed, and the lengths he went through only for it to be for nothing. Now apparently that man is stuck between dimensions, and his twin brother, out of love, is desperately attempting to reactivate the portal to get him back, not knowing the consequences of doing so. Before, Discord would laugh along with Bill at all of this, yet these days he has been viewing the idea of a friendship with another rather differently. Was Discord actually feeling some pity for that man? Maybe the magic of friendship was affecting him more than he realized? He still let out a mildly amused laugh in an attempt to not raise suspicion.

Discord interrupted Bill, and refilled his tea cup, "So...Bill...forgive me for not bringing this up already, but I must ask, why did you decide to come back to see me after all this time?"

"OH, I JUST WANTED TO SEE HOW YOU WHERE DOING, CONSIDERING ALL THAT HAS BEEN HAPPENING ON MY END AS OF LATE, LIKE I TOLD YOU ALREADY. SURELY YOU REMEMBER THAT LIL...WAGER...WE MADE AGES AGO?

Discord froze. He most definitely remembered that bet he made with Bill over a thousand years ago, he was hoping Bill had forgotten about it. He should have known better, both he and Bill love to gamble, it would be unlike Bill to forget about a bet he made with someone. "I most certainly do remember." Discord said, taking a sip of his tea, then he continued, "I assume this means these current...happenings...on your end are tied in with our little bet?"

"THEY CERTAINLY ARE. I GOTTA SAY, YOU REALLY SURPRISED ME MAN, I THOUGHT FOR SURE YOU WHERE GOING TO WIN IT THERE FOR A MOMENT, BUT THEN YOU TURNED INTO A TOTAL STIFF FOR THE LONGEST TIME AND NOW YOU'RE LIVING IN THIS TOTAL DUMP OF A DIMENSION. WHAT GIVES?"

"I underestimated the power of friendship, and tasted the rainbow."

"STILL DOESN'T EXPLAIN HOW YOU'RE MOVING AROUND AGAIN."

Discord was about ready to stay something, but he had a realization. The last time he saw Bill was just right before he had succeeded in taking over Equestria the first time. He never mentioned how he was turned to stone because of the Elements of Harmony. Discord narrowed his eyes, "Hang on...you knew I was trapped in stone for all those years, but you didn't do anything about it?"

Bill took a sip of his own tea, then eyed Discord, "I DIDN'T WANT TO INTERFERE, THAT WOULD HAVE BEEN CHEATING NOW, WOULDN'T IT?"

Discord was now glaring at Bill, and Bill kept giving Discord a suspicious look he didn't like. There was a long silence between them. Although Bill couldn't physically manifest in the world where Equestria existed, Discord knew he could've found a way to get him out of his stone prison, yet he choose not to do it, and this irritated him.

Discord and Bill took another sip from their tea cups once more. When the cups where empty, they let go of both of their cups at the same time, they fell upward towards the floor that was currently the ceiling. Upon impact, they both exploded into a puff of smoke and glittery confetti. The confetti showered down upon Discord and Bill, as they continued to stare at each other in a very long silence.

"WELL, THIS IS AKWARD..." Bill finally broke the silence, "I THINK I'LL SEE MYSELF OUT." He got up out of his chair, drifted towards the door, and opened it, "IT WAS GREAT SEEING YOU AGAIN OLD PAL. WE REALLY SHOULD GET TOGETHER AGAIN SOON." he tilted his top hat, "LATER DISCORDY." Bill closed the door behind him and he was gone.

Discord rested his head in his clawed hand and drummed his paw on the table, still really annoyed at the whole revelation. "I'm not surprised he would do something like that." he muttered. He then happened to glance over to the photograph he had of both him and Fluttershy, and smiled. While Bill had almost always had been fun to hang around with over the years, Fluttershy would never take advantage of a unfortunate situation just so she could win something, like Bill would. He realized just how valuable his friendship with Fluttershy truly was, and it was something he now didn't want to loose.

Night had fallen upon Equestria, and the Princess of the Night had already finished crafting her beautiful night sky for the evening. Many ponies have already gone to bed, including Fluttershy, who was fast asleep. However, on this night, her dream was a rather strange one.

She didn't recognize where she was, it didn't look like Ponyville, or anywhere else in Equestria for that matter, but rather some other strange sort of town. This town lay somewhere in the middle of vast forest, nestled at the foot of a vast cliff that towered above it. This cliff had a rather peculiar formation in it, with a large gap in the middle and a bridge that connected to both sides. The setting sun peered through the gap, turning the sky a fiery red, casting its color over the town, giving it an ominous feel. There was no sound, no wind, just absolute silence.

She kept quiet with her head down low, nervously looking all around, worried that something terrible would appear from the shadows. The streets where empty, no pony was around, or anything living for that matter. She caught a glance at one of the posters hanging in the window on display in one of the shops. On the poster was a strange creature that stood upright with arms and legs. She recalled Twilight mentioning these creatures from that time she visited that other world. Humans, she believed they where called? The human in the poster was holding a can of soda, obviously an advertisement for something called "Pitt Cola". She glanced around some more, only to find more imagery with these strange looking humans.

Fluttershy shivered as she realized her suspicions where correct, this definitely wasn't Equestria at all, and this strange place only made her feel uncomfortable. She looked up, she saw a formation in the that only rattled her nerves even more. There was a giant, X-shaped golden colored crack in the middle of the sky. Her instincts told her that something dreadful was just beyond it, and that she needed to stay away from it as far as possible. She fell to the ground and buried herself in her mane, to terrified to move. "What is this place? I just want to go home..."

As if he where awaiting his queue, he finally a flash, her surroundings became desaturated and devoid of all color.

"POOR LITTLE PONY LOST IN A WORLD UNLIKE HER OWN, WOULD YOU LIKE A LITTLE HELP FINDING YOUR WAY BACK HOME?"

Fluttershy's ears perked up, and she peered out through a gap in the hair of her mane. A strange one-eyed triangle shaped being was looking down at her. "Who are you?" she asked cautiously.

"THE NAME IS BILL CIPHER, IT'S A PLEASURE TO MEET YOU FLUTTERSHY."

"Oh, you must be Discord's friend." Fluttershy eased up a little upon hearing his name, but still remained somewhat cautious. A friend of Discord's can't be all that bad, right? Sure he has some strange friends, like the Smoose, but they have been mostly harmless. Well, they didn't eat anyone or bring about the end of the world any how, perhaps Bill is no different? Yet there was that letter Discord sent her from earlier today that left her feeling uneasy. Considering how Discord took someone like the Smoose along with him to the Grand Galloping Gala, and yet he wanted to keep Bill away from her and everyone else. Maybe there was a reason why Discord didn't want them to meet?

"OH SO DISCORDY TOLD YOU ABOUT ME EH?" Bill asked, "HE CAN BE A REAL BLABBERMOUTH SOMETIMES."

"Sort of, he mentioned you, but he didn't go into detail."

"WELL DISCORDY AND I AREN'T NECESSARILY 'FRIENDS', PER SAY." Bill used his fingers to make quotations for the word 'friends', "MORE LIKE A LIKE-MINDED BUSINESS PARTNER THAT I GET ALONG REALLY WELL WITH. WE GO WAAAAAAAAY BACK, SEVERAL MILLENNIUMS."

"Did he talk about me?"

"OH SURE HE DID." Bill lied, "HE TOLD ME MANY THINGS...BUT DID HE TELL YOU ABOUT ALL OF THE FUN THINGS WE DID?"

Fluttershy frowned, "No he hasn't..."

"HE HASN'T? THAT'S A SHAME, WE DID ALL SORTS OF REALLY FUN THINGS. WE'RE PARTNERS IN CHAOS, SPREADING IT ACROSS THE UNIVERSE, YOU SHOULD'VE SEEN IT! FLIPPING MOUNTAINS UPSIDE DOWN, RIVERS RUNNING BACKWARDS, ALL THE FIRE, MAYHEM, AND TEARS, LOTS AND LOTS OF TEARS. IT WAS A BLAST! IT'S GREAT HANGING OUT WITH SOMEONE WHO ALSO SHARES THE ABILITY TO TURN REALITY AROUND ON IT'S HEAD."

Fluttershy shivered again, she remembered what Equestria looked like when Discord took over, now she was trying to imagine it on a grander scale with Bill along side him, it was rather unsettling.

Bill glanced over at Fluttershy yet again, and if he had a mouth he would have the biggest, most slyest, evil smirk on his face right now. So far everything was going to plan. These ponies behaved very much like humans, gullible and easy to manipulate, so he knew all of the right buttons to push. He knew the time had come to ask the next question, "SAY, WOULD YOU LIKE TO KNOW MORE ABOUT DISCORD AND HIS PAST?"

Fluttershy perked up and listened to Bill closely, Bill continued. "I MEAN, CONSIDERING HOW HE TOLD ME ALL ABOUT YOU, IT'S ONLY FAIR YOU KNOW ALL ABOUT HIM, AM I RIGHT? I MUST WARN YOU, HE MAY SEEM LIKE A NICE GUY, BUT THERE'S ALOT ABOUT HIM THAT YOU DON'T KNOW ABOUT. I KNOW ALL ABOUT IT, I WAS THERE WITH HIM."

Fluttershy looked at her hooves, and buried them into the ground, feeling uneasy about what Bill was saying. "I don't know if I want to. I know he has done some pretty terrible things in the past, but he's different now. If there is anything important from back then that he needed to share, I'm sure he would have told me. Afteral that's what good friends do, they trust each other."

Bill twirled his cane around, then gave Fluttershy another look, raising a non-existent eyebrow, "DID HE TELL YOU ABOUT THE LITTLE BET WE MADE?"

Fluttershy paused, "What bet?"

"I CAN TELL YOU ALL ABOUT THAT TOO, AND CONSIDERING HOW IT INVOLVES THE FATE OF YOUR WORLD, YOU'RE GOING TO WANT TO HEAR IT." Bill floated closer down to Fluttershy's level, he held out his hand, it engulfed itself in a blue flame. "HOW ABOUT THIS, I'LL TELL YOU EVERYTHING ABOUT DISCORD AND YOU HELP ME WITH SOMETHING?"

Fluttershy was always glad to help a friend, including friends of her friends, but there was something about Bill that didn't sit right with her. Then upon hearing that Discord made a bet with Bill that involved the fate of her world, she felt it was her duty as the Element of Kindness to find out more about this bet. What if it was something terrible? She remembered the time when those seeds that Discord scattered didn't effect the Tree of Harmony until a 1,000 years later. What if this was something similar? Yet at the same time, she still felt like she shouldn't be prying into the past that Discord left behind. She can trust him...can't she? Even when Discord did things, like that time when he briefly joined Tirek, he realized he made a mistake in the end, and still regrets his choice to this day.

Fluttershy kept contemplating over what to do, even lifting her hoof to meet with Bill's hand only to lower it again. Bill took notice of this, "COME ON NOW. WHAT'S THE HARM IN LEARNING MORE ABOUT YOUR FRIENDS AND WHO THEY ARE?" Fluttershy shook her ahead, "I-I don't know if I can. I have to trust Discord..."

Suddenly, a snowball came flying from out of nowhere, extinguishing the flame from Bill's hand. Bill shook the snow off and glared in the direction where the snowball came from. Bill was shocked upon seeing who it was that threw it, "WHAT?! JUST HOW DID YOU...?!"

"It's wonderful to know after all we have been thought so far, my dear Fluttershy, that you still trust me." The draconequus said, holding an armful of snowballs with a smile, ready to throw the next one.

Bill pointed furiously at Discord, "JUST HOW IN THE HELL ARE YOU ABLE TO ENTER THE MINDSCAPE!?"

Discord continued to grin, "Oh, I just picked up some new tricks over the last millennia. I figured you would have pulled something like this, which is why I decided to watch Flutershy tonight as she slept. I know all of your little games Bill." Discord chucked another snowball, knocking Bill's hat from his head. Annoyed, Bill extended his arm and retrieved his hat from off of the ground. It still had snow on it as he placed it back on his head.

"YOU SERIOUSLY CARE THAT MUCH ABOUT THIS PONY?"

"Shes not just any pony, shes my little pony."

The two beings of chaos looked at each other a moment...then they busted up laughing. Fluttershy just stood there confused, she knew that it was some sort of inside joke that they only knew about, but she missed it entirely. After a moment, they both stopped laughing and continued. "But seriously," Discord said, "I won't let you harm her."

Discord vanished, and reappeared behind Bill, he quickly grabbed him and rotated him onto his side. Discord held Bill up with his paw and then kicked him into the air, away from Fluttershy, as if he where a giant triangular shaped football. Discord made a football goal post appear and Bill flew right through it. "GOAL!" he shouted.

To celebrate, he made a bag of cheese flavored tortilla chips appear in his hand. He reached in and grabbed a chip, only for it to be a pissed off Bill instead. Bill glared back at Discord, he was not amused at the joke, "SERIOUSLY?"

Fluttershy interrupted their antics as she turned to Discord. "Discord..." she said, rather concerned, "Tell me, just what is this bet you made with Bill?"

Discord grew pale, and let go of Bill without thinking, Bill then proceeded to readjust his bow tie. Discord was hoping to have avoided telling her about that bet he made with him. He thought he could have avoided telling her as long as he had kept Bill away from the world that he had grown attached to. Bill turned around and looked at Fluttershy, "OH, I'LL TELL YOU, LITTLE BUTTERFLY BUTT, CONSIDERING HOW DISCORDY LACKS THE GUTS TO."

"Bill." Discord said, holding out one arm in a protective stance before Fluttershy, "You better not!"

Bill ignored Discord and continued, he rather enjoyed watching the draconequus squirm for mercy. "OVER ONE THOUSAND YEARS AGO, SINCE I WAS ALREADY IN THE PROCESS OF WORKING OUT A PLAN FOR TAKING OVER THIS ONE DIMENSION, DISCORD THOUGHT HE COULD DO BETTER THAN ME BY TAKING OVER A COMPLETELY DIFFERENT DIMENSION BEFORE I TOOK OVER MINE. SO WE BOTH MADE A BET, WHOEVER TOOK OVER THEIR PERSPECTIVE DIMENSION FIRST, GETS TO RULE OVER THE BOTH OF THEM."

Fluttershy shivered in fear, frantically looking back and fourth between Bill and Discord, terrified. Discord gave Fluttershy a solemn look, he felt terrible, as if he had betrayed Fluttershy once again by not telling her about his old bet with Bill. Discord shook his head to collect himself, no, this was exactly what Bill wanted to see happen, he won't allow himself to fall in his trap, as he told Bill himself already, he knew his games well.

"Nice try Bill, but I see whats going on here now." Discord said, "You decided to drop in on me today, to see if I was still turned to stone. Afteral, if I was still in stone, it would have guaranteed you a win in our bet. Since I no longer wasn't, and you where worried I could still probably win our bet, considering how close I came to winning it before, you decided to fix things. That's was why you went after Fluttershy, you wanted to make sure you had her under your control, so you could've manipulated her into getting me into loosing the bet. Am I right? "

Bill applauded, "BRAVO, BRAVO, GIVE THE DRACONEQUUS A COOKIE!" Bill snapped his fingers, a monster shaped in the form of a large cookie appeared before Discord. It snarled and snapped, and Fluttershy let out a squeal of fright. Discord nonchalantly, picked up the cookie, and sprinkled a pepper shaker over it. The cookie monster sneezed, and it poofed into a normal cookie, Discord ate it. "Ginger snap...not my favorite, I prefer chocolate chip myself, but who am I to deny a free cookie." Discord took a moment to properly look at their surroundings, then spoke to Bill again, "Interesting choice of backdrop."

"YOU LIKE IT?" Bill held is hands out, showing off his surroundings, "WELCOME TO GRAVITY FALLS! WELL, A REPLICA OF HOW I ENVISION IT ONCE I TAKE IT OVER."

"Interesting, so like how where Ponyville and the Everfree forest serves as a weak point between dimensions, am I correct to assume this...Gravity Falls...is the weak point in this particular dimension you've been working on taking over?"

"BINGO! AFTER CENTURIES OF WAITING, MY PLANS ARE ENTERING THE FINAL STAGES RIGHT NOW AS WE SPEAK. SOON THIS WORLD WILL BE MINE TO RULE! THAT WILL ALSO MEANS THAT, WHEN THAT HAPPENS, EQUESTRIA WILL BE MINE AS WELL!"

"I don't think so." Discord folded his arms, "Since you enjoy making your little deals so much, how about make a new one?"

Bill perked up, "I'M LISTENING..."

"Let's settle this. Let's have a match and we'll see who owns the right to claim Equestria once and for all." Discord held out his claw, "We have a deal?"

If Bill had a mouth he would have the biggest evil grin on his face right now, but it still most definitely showed in his eye. He held out his hand, the blue flame reappeared, "WE HAVE A DEAL DISCORDY!" They both shook on it.

"No, Discord! You can't...!" Fluttershy tried to speak to him in a panic.

Bill laughed maniacally, "AW MAN, THIS IS GOING TO BE A PIECE OF CAKE! YOU'VE GONE SOFT DISCORD, YOU'VE GROWN FAR TOO ATTACHED TO THIS WORLD AND IT'S GOING TO BE ALL THE MORE GLORIOUS WHEN I SEE THE LOOK ON YOUR FACE WHEN I GET TO RIP IT APART!" he pulled off the hat from his head and reached inside of it, "I'VE ALREADY WON THIS BET!" he pulled Fluttershy out of his hat, who was now suddenly wearing a rather adorable bunny costume. She let out a squeal of panicked confusion, wondering just how in the heck she managed to get there all of a sudden.

"Oh Bill, oh buddy, oh pal. Even gods can have a change in heart after a millennia, especially when their friends leave them trapped in stone. I'm rather glad i've made some new ones since then, and I know they would gladly lend me a hand." Discord snapped his fingers, and Bill found myself surrounded by a number of villains, Fluttershy instantly recognized them all...Nightmare Moon, Queen Chrysalis, King Sombra, and even Tirek. Nightmare Moon's misty, starry mane wrapped itself around Fluttershy, and she flew off with her, away from Bill, the rest of them lunged at him. Bill took his finger and zapped them all one by one with laser beam, they all dissipated.

Nightmare Moon landed near Discord, and placed Fluttershy back on the ground. She shook her head, she began to crack, and pieces crumbled away like some outer shell, revealing who was really beneath it. Fluttershy gasped upon realizing who it really was, "Princess Luna?!"

Luna spoke, in a serious tone, "So, this is that Bill Cipher you mentioned?"

"He is. I can't thank you enough Princess, there was no way I would have been able to confront him without your help. I'm counting on you to watch over Fluttershy while I take him on."

Luna nodded, "Of course, she is my friend as well. However..." Luna looked at Fluttershy, "do you trust him?" Fluttershy turned and looked at Discord, he smiled back. It was a warm, pleasant smile he gave her, one that was full of confidence. He knew that Fluttershy was the one that showed him something great, and he knew it was his time to properly return that favor by doing something that only he could do, and atone for his past doings. Fluttershy, being the kind and gentle soul she was, picked up on that, she smiled back. She turned to Luna, and nodded.

Luna nodded again, to acknowledge her response, "Very well." her horn glowed and she encased the both of them in a shield to protect them from the chaos magic that would soon be tossed about. They both flew away from the yet to be battle field, and they landed on the water tower so they could watch everything from a safe distance.

"MAN, AND I THOUGHT SHIELDS CRAFTED FROM UNICORN HAIR WHERE RIDICULOUSLY DIFFICULT TO BREAK, BUT ONE MADE FROM ALICORN MAGIC?" Bill said, rather annoyed, "REAL FUNNY MAN, CHOOSING TO TAKE OVER THE WORLD FULL OF UNICORNS. YOU DID THAT ON PURPOSE DIDN'T YOU?

"And here you wish to rule over Equestria." Discord laughed.

Bill glanced at Discord, "WELL, I LIKE A GOOD CHALLENGE, PLUS I KNOW THERE'S A CERTAIN CENTAUR WHO I'M SURE WOULD GLADLY GIVE ME A HAND WITH THAT PARTICULAR PROBLEM. I'M SURE HE WOULD GLADLY WANT TO MAKE A DEAL WITH ME IF IT MEANT ESCAPING FROM HIS PRISON."

"As usual, always trying to be one step ahead of the game. You have always been so calculative with your planning." There was a flash and Discord was dressed in a baseball catcher's outfit, he still had a confident grin on his face. "Come on now, throw your best pitches, I'm ready!"

Bill smirked, equally confident himself, "YOU LAUGH SAYING YOU KNOW ALL MY TRICKS, YOU FAIL TO REALIZE I KNOW YOURS AS WELL."

It began. The two god-like beings of chaos clashed, the perfect replica of the town of Gravity Falls didn't stand a chance. Lamp posts exploded, mail boxes flew into space, buildings fell over like literal dominoes, a herd of elephants stampeded though the streets, then grew wings and flew of. Trees turned to butter and melted in the heat of the fires that started to spread, their flickering flames only grew more intense as the oil from the butter fueled it. Bill scent a swam of flying eyeballs with batwings upon Discord, Discord used them in a game of Billiards. Bill then turned the local town dinner into a living ferocious beast, and sent it upon Discord. Discord then proceeded to turn it onto a pile of gnomes, the gnomes then all joined together into a giant gnome monster and sent it right back at Bill. Bill whipped out a giant bowling ball, that knocked over the gnome monster, a perfect strike! Bill then turned a pine tree into some absurd, multi-eyed flying creature that ate the surviving gnomes before they could regroup.

Princess Luna and Fluttershy looked on from the safety of the water tower, in awe of the sheer absurdity of the fight, they weren't sure what to make of it all. They both appeared pretty evenly matched in power, it was obviously a match of whoever will slip up first will be the one to loose this fight. Luna didn't like the idea of putting the fate of her nation in the hooves of someone who once tried to rule it himself. Yet upon seeing Bill's own abilities, she realized that she had to put her trust in Discord, just like how Fluttershy already put her own trust in him.

Suddenly, they both heard a noise, something began to make its way up the water tower. The ponies peered over the edge, and saw Pinkie Pie, but with closer inspection they realized something was wrong. Her mane lacked its usual poofy, curliness, it was flat and she was carrying a knife with her mouth. Upon seeing Luna and Fluttershy, an insane grin spread across her face, and in a cheerful, yet demented, voice she said, "Who wants to make cupcakes?"

The two ponies stumbled backward, they heard a flap of wings behind them, they both looked. It was Twilight Sparkle, yet there was something off about her as well. She was wearing the Alicorn amulet, her eyes glowed green and her horn turned red, there was something about her look that resembled King Sombra's. It was a look of someone who was obsessed with power, dark magic, and was driven to madness from it. Like Pinkie Pie, she too had a similar crazed, unsettling grin on her face. She bowed her head and her horn began to glow. Luna quickly used her wings to cover Fluttershy, and yelled for her to get down. Twilight fired a shot at the pair, and Luna attempted to defect it, the force of their magic caused the water tower to explode. A beam of light, shot out into the sky, and pierced the heavens.

Discord turned to look, he knew what that beam was, but wondered about that explosion. In his moment of distraction, Bill zapped Discord into a toaster and fell onto the ground. Bill laughed, "LOOKS LIKE YOUR PALS BUTTERFLY BUTT AND MOON BUTT ARE...TOAST!" he then laughed even more.

Discord the toaster hopped around along the ground, "What did you do to them?"

Bill explained, "WELL, SINCE YOU KNOW I SEE MANY THINGS, I DISCOVERED ALTERNATE VERSIONS OF SOME OF YOUR LITTLE PONY FRIENDS IN ANOTHER DIMENSION. SO I SENT REPLICAS OF THEM AFTER YOUR PALS WHILE I TOOK CARE OF YOU."

"Geez Bill, you can be a real square, ruining things for others..." in a flash, while Bill was distracted, he changed Bill from his usual triangular shape, into a square.

Bill screamed, "AHHHH! WHAT THE HELL DID YOU DO TO MY BEAUTIFUL ANGULAR SHAPE!?

Discord just laughed. With another flash, Discord returned to his normal form, and Bill returned to his.

"I say its about time we wrap this up." Discord said. Bill agreed, "I'M THINKING THE SAME."

They both heard hoof steps and saw the alternate Twilight Sparkle and Pinkie Pie, guiding Fluttershy and Luna over to the both of them. Bill laughed, "WELL, WELL, WELL, WELL, WELL, WELL, WELL, WELL...LOOKS LIKE THE CARDS ARE IN MY FAVOR DISCORDY, WHAT WILL BE YOUR NEXT MOVE?

Discord looked over at his friends who where held captive, he saw the look in Luna's eye. It was not the look of defeat, but rather the look of things where now in place, awaiting for their queue. Discord grinned in delight, "Sorry Bill, you're wrong, the cards are actually in my favor right now."

Bill raised a non-existent eye brow, wondering where Discord got all of his sudden confidence from. A lasso suddenly found itself wrapped around Bill, which caught him off guard, "WHAT THE?!"

"I got the lil rascal!" Applejack said as she appeared.

The alternate Twilight and Pinkie pie shook themselves, breaking away the outer shell revealing the real ones underneath, like how Luna did earlier. Pinkie Pie whipped out a synthesizer and started playing a modernized version of It's a small world afteral, Bill was paralyzed, wailing in agony as the music hurt his ears.

Rainbow Dash and Rarity also appeared, joining the rest of them. "We got your signal Princess!" Rainbow Dash said, "We came as fast as we could."

"Girls, we need you as the representatives of the Elements of Harmony to join forces once more to put a stop to this Bill Cipher before he destroys us all."

Twilight stood fourth, being the proud leader of the group that she was, "You heard the Princess girls, lets do this!" Fluttershy scampered over to join them, as they all put their hooves together and united themselves.

In a flash Discord appeared before the hog tied Bill, he grinned. "Bill, I would like to thank you. You reminded me that a real friend would help another, not leave them stuck in the form of a statue just so they can win some silly, centuries old bet. During my time here in this world, I learned a power exists that rivals ours. Now its your turn to experience it." Discord poked Bill's cheek. "Hope you enjoy being a stone statue for the next thousand years as much as I did." Discord flew off to get out of their way, "Hit it girls! Show good 'ol Billy-boy how awesome the power of friendship really is!"

In a bright, prismatic flash, the 6 young ponies glowed as they transformed into their Rainbow Powered forms. They each gave off a beam of colored light that formed into a rainbow. As this was happening, Bill attempted to undo his rope. The rainbow of light shot though the air towards Bill. Just in the nick of time, he had freed himself, and he transformed into a large prism. The rainbow passed though it and changed into a beam of white light that shot out the other side.

Bill transformed back, and held his arms up in surrender, he was quite aggravated. "ALRIGHT, ALRIGHT, FINE. DISCORDY, YOU WIN, YOU CAN HAVE THIS WORLD, I REALLY DIDN'T WANT IT ALL THAT BAD ANYWAY. THERE'S TOO MANY DAMN UNICORNS I'D HAVE TO MESS WITH." He took his hat and brushed the dust off, and placed it back on his head, "AND ALL THE PASTEL COLORS AND THAT TALK ABOUT FRIENDSHIP...GAG ME." He held out his hand, and a gnome appeared in it, it barfed up a rainbow, making for a lovely visual.

The gnome poofed into thin air, and he continued, "I'M DONE HERE, BESIDES THERE'S AN OLD SIX FINGERED FRIEND OF MINE WHO WILL BE MAKING A RETURN SOON THAT I'D LIKE TO SEE AGAIN. LATER YA MULTICOLORED TOYLINE OF FREAKS, AND DISCORD...NEVER SHOW YOUR UGLY MUG TO ME EVER AGAIN!"

Discord made a mug with his likeliness appear in his own hand, he grinned, "You're joking right? I think I make a beautiful mug!"

With one final flash, Bill was gone. The 6 ponies powered down back into their normal forms, and they all celebrated. Luna turned to Discord, "I must commend you. I had doubts in your plan, I only agreed to this after Ms. Sparkle uncovered some rather disturbing ancient texts about Cipher. You have proven that you have indeed turned over a new leaf, you have my gratitude."

Fluttershy broke away from the rest the group and went over to Discord, Luna decided to leave the two of them be and joined the other ponies. She looked rather saddened. "I'm sorry if our friendship ruined yours between you and Bill."

Discord smiled and he patted her on the head, "You didn't do anything wrong. I learned there's some ponies that are worth hanging onto while others that are best left behind. I'm sorry that I didn't tell you about him, or about that old bet we made, and because of that I put you and everyone else in harms way."

Fluttershy looked away, "I'm still at fault. I knew that you had such a complicated past, yet I never could bring myself to ask you if there was something dangerous from it that would make a return, like what happened today."

"Oh Fluttershy. I promise from now on if there is anyone or anything else like Bill who may return one day, I will tell you." he picked her up and they gave each other a hug, he set her back down on her hooves. "Still, I'm not going to lie, I'm going to miss my 'ol partner in chaos. Ah well, Ce'la ve. Perhaps in that world Bill is trying to take over, he will get his own lesson on not to underestimate the power of love and friendship and will be defeated by it." Discord then turned to the readers of this fanfic and spoke for one final time, giving them a wink, "Afteral, he is a character in a Disney cartoon."

END

BONUS SEGMENT

So I originally had a different ending planned for this. I thought it was too amusing to not share so have a summery:

At one point during the fight, Luna notices that the large influx of chaotic magic was taking a toll on Fluttershy's mind, hurting her. Luna gets Discord's attention, he then quickly recreates Rick's portal gun (from Rick and Morty), and Discord dives into another world, taking Bill with him. They land in our world, right in the middle of a convention. Only Discord has a physical form, so at first people only see him and a bunch of My Little Pony fans go absolutely nuts. Then Bill appears on a bunch of TV monitors, and then a bunch of Gravity Falls fans go nuts. Bill then uses his powers to morph all the TVs and computers together into a mech of sorts to continue his fight with Discord. After realizing just how impractical the idea was, Bill decides to ask one of his many fangirls if they would like to volunteer to help him. He selects a cosplayer that dressed up like him. Unfortunately, Bill quickly realizes his powers are limited in this world when he is in a human body, so he is finally defeated by Discord. Rick and Morty appear, Rick's portal gun broke so they where both stranded in that world, but luckily for Rick he was able to track down a prefect replica, which was Discord's. Discord will gladly let them have it, under the condition that he would let Discord return to Equestria, and Bill back to the Nightmare realm first. Rick agrees, they do just that, some ending words with Discord and Fluttershy, the end.

While a fun idea, I like the final version better. I felt it would have made things too chaotic, plus the Rick and Morty ending would have been totally lost on those who weren't familiar with that show. Plus, I was able to fit in a friendship lesson in the later version. Yay! Anyway, thanks for reading!