Buuuut

Cupcake was actually reluctant to be friends with Pandora. At the time, Cups very much preferred to be left alone, like Oddball. She defended Pan from a cluster of mean bullies once, but that didn't mean she really wanted to be friends with that weird loud-mouthed little draconequus cub. Little Pan followed Cupcake around like a puppy after that, annoyingly talkative while Cupcake said little in response, with a habit of rubbing up on Cupcake like a kitten, very desperate to make her first real friend. Annoyed, Cupcake finally tells Panny to go away, and Pan does, hurt. Buuut Cupcake found herself missing the little twerp's company and sought her out. She found Panny sniffling alone under a tree at recess, gave her a hug, and they've been inseparable ever since



title comes from "King and Lionheart" by Of Monsters and Men, a song that always gives me mad pandora/cupcake feels. Really sums up how Pan and CC feel about each other (with Pan being the king, and Cupcake the lionheart)



Howling ghosts they reappear,

In mountains that are stacked with fear,

But you're a king and I'm a lionheart





And in the sea that's painted black,

Creatures lurk below the deck,

But you're a king and I'm a lionheart









"So....you'llbe my friend? You're not playing some sort of prank, right?" Pandora was fidgeting. "I'm just making sure. You're 100% interested in the limited time offer of being Pandora Eris Sparkle's very bestest gal pal, on the merit of my amazing personality alone?"Cupcake regarded the nervous little draconequus cub with a flat look. "Yeah....I guess."Pandora pointed an accusing paw, and her tail stuck up in the air, so that she resembled a tiny, self-righteous bumper car. "Gotcha! Your word was legally binding! You've agreed to the terms and conditions of my friendship, including but not limited to; slumber parties, braiding each others manes, and being an accomplice to any and all trouble-making!""...Sure." Cupcake said boredly. She sat down on the grassy hill, where she could see all of Ponyville down below her. The afternoon wind blew softly."I'm....glad we're in agreement then." Pandora began fidgeting again, unsure what to do. She seemed to suddenly find it difficult to look Cupcake in the eye. "I'm glad you've...fallen right into my brilliant....f-friendship trap....I...Cupcake's ear flicked at the sound of a sniffle.Pandora had hidden her face in her paws, and her shoulders were shaking. Cupcake watched the girl with mild curiosity. From her distant observations, she'd always known that the cub was a bit of a crybaby, but she hadn't expected a bout of tears so soon."...What's wrong?" Cupcake asked, somewhat annoyed. "I finally agreed to be your friend. Isn't that what you wanted?""Yes! I mean...n-no...." Pandora wiped her messy face, still sniffling. "I....this isPonies s-shouldn't be t-t-tricked into friendship. I haven't beenCupcake."Cupcake blinked. This was new."There's a reason nopony wants to be my friend." Pan wrung her little paws, and yet more tears slipped down her cheeks. "I'm...I'mCupcake. I know I am. I play too many pranks, and I make too many bad jokes, and I'm tooand I can't always control my magic....Sometimes I make stuff blow up by accident, or give ponies bad luck, or accidentally summon a giant manticore into the classroom...."Pandora had indeed magically summoned a fully grown manticore into the classroom, just last week. Cupcake remembered. It'd been pure chaos. Everything Pan was saying was true, and any other time, Cupcake might have had the same complaints about the little brat...but now...there was something bothersome about hearing it come out of Pan's own mouth. Cupcake frowned, perplexed.Cupcake reached out a awkward, comforting hoof. "You're...being too hard on yourself. Even unicorns can't always control their magic.""No, you don't understand." Pan shook her head sadly. "Last week, after the manticore accident, I heard a filly's mom whisper to Missus Cheerilee about me, and she used the word 'menace'. I looked it up in Mom's dictionary....and it'sCupcake. Ia menace."Cupcake rolled her eyes. "That mare was being over-dramatic. Menaces are things like rampaging dragons, or evil vampires, or flesh-eating ghouls. You're too small and fluffy to be a menace." And she offered Pan a smile, small, but genuine.She expected the draconequus to return the smile, but Pan's face twisted into a scowl, and her eyes welled with angry tears.at me!" She snarled. She began tearing at her own body. "Look at my ears, and my teeth, and my claws-myEverything about me is weird, and freakish-Ia menace! ADon't youtell me I'm not! Ito be! There has to be some....s-somethat nopony wants to..." She wiped at her face, and grew quiet, the quietest Cupcake had ever seen her."...There has to be a reason they all make fun."Cupcake watched the cub try to hide her sniffling, and she felt a pulse of solidarity in her chest. She reached out again, more confident, and placed her hoof on Pan's shoulder. "They don't like anything that's too different." She swallowed. "...They make fun of me too.""They do?" Pan's mouth fell open. "But you're a pony!""Yes...a pony that never smiles, and gets too afraid to talk to other foals, and is so dull and dim that she blends right into the background. So they tease."Pandora's eyes grew hot. "Well, theyAll her fur fluffed up, so that she resembled an angry kitten. "They're justCuppy. They wish they could beas awesome as you."The notion was so sweetly ludicrous that Cupcake let out a huff of laughter, the sound warm and light. Pandora beamed, feeling a small victory."...You're not a monster, Panny. And you're not a menace either." Cupcake smiled, "Menaces don't feel bad about what they do. They don't blubber and cry and make burnedcookies for ponies they've wronged. Yes, Pandora, yoube annoying, and perhaps just a little melodramatic. But nopony is perfect. I don'tyou to be perfect. I just need you to be a good friend."Pandora stood frozen. "You really mean it? You still wanna be my friend? Me? I...Oh,And Pan leapt forward, knocking Cupcake to the grass in a flying tackle. Cupcake was effectively smothered under squealing giggles and happy, eager nuzzles."That was not an invitation to breach my personal bubble-" Cupcake placed a hoof on Pan's chest, keeping the now pouting cub at bay. "...Though Ithis is preferable to tears. Can you try not to swing so madly from one mood to the next? I can't keep up.""No promises." Pan smiled."...I suppose that's to be expected from the daughter of disharmony." Cupcake sighed. ".....Honestly, I'm surprised that someone as....as you would evento be friends with somepony as....plain...as me.""Plain?" Pandora cocked her head. "I think you'reCupcake."Her smile was so earnest that it caught Cupcake off guard. "....Really?""Yeah!" Pan beamed. "Your bow is cute, and your eyes are sooo pretty, and you're sweet and funny and smart and-nopony else would've dared to shove Bruce in a locker like you did." Pan's eyes were soft, full of wonder and hero-worship. "...You saved me from those bullies. Nopony made you. Youto stand up for me....I think you're the mostamazing pony in theCuppy.""Uh." Cupcake's face felt oddly warm. She cleared her throat. "Yes, well....I think you're..ah...." Words failed her, so she chose to awkwardly pat the top of Pan's head. "I am...glad...that we're friends. You can, um...you can hug me now, if you want."Pandora's grin was like pure sunshine, and she gleefully pounced her friend again, with even more distressing affection than before...but this time, Cupcake found herself not minding so much.Half an hour later, Cupcake lay in the grass, watching the endless afternoon sky. At some point, the little brat had managed to worm and wiggle her way to Cupcake's chest, where she slept, her faint, content purrs tickling Cupcake. It was annoying...but also kinda nice. Pan looked so peaceful in her sleep...she reminded Cupcake of her little siblings, PB and Jam. Tiny things who were also doofy, and precious, and more trouble than they were worth...and yet Cupcake couldn't help but love them anyway,and terribly so. With a quiet laugh, Cupcake brushed a bit of Pan's mane from her face, and she silently vowed to protect this little trouble-maker as well."You know...you're my only friend." Cupcake whispered. "...But you're not so bad. I wouldn't mind having you as a best friend...I" She added quickly. "It's not a big deal. Your call."One of Pan's floppy ears twitched, and her mouth curved into a soft smile.~~~~~~~~~~~~~~~~~~~~~~~~i realized i never showed how Pan and Cups became best friendswell Pan was heavily bullied when she first started attending school, and one day, a quiet filly named Cupcake simply had enough, and stood up to the crowd of bullies.characters shown:more on their friendship (old art):