1
00:00:00,899 --> 00:00:04,104
♪♪
2
00:00:06,205 --> 00:00:07,140
Whoa, whoa, whoa ahhhhhh!
3
00:00:07,173 --> 00:00:08,107
[smashing glass]
4
00:00:08,140 --> 00:00:09,009
Agh!
5
00:00:12,111 --> 00:00:15,415
Well, we don't all
have magical horns.
6
00:00:15,448 --> 00:00:17,350
I've been meaning to
move these older books
7
00:00:17,383 --> 00:00:19,419
to my "reference"
section for a while.
8
00:00:19,452 --> 00:00:21,554
Gotta keep the new
books front and center!
9
00:00:21,587 --> 00:00:23,389
Thank you both for
your help.
10
00:00:23,422 --> 00:00:25,758
Are you kidding? After
all you've done for me?
11
00:00:25,791 --> 00:00:27,593
This is the least
I can do.
12
00:00:27,626 --> 00:00:30,096
Oh please, I haven't
done that much.
13
00:00:30,129 --> 00:00:33,366
Nah. You just taught me
the value of friendship.
14
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Not much at all.
15
00:00:35,401 --> 00:00:37,270
I may have offered
some guidance,
16
00:00:37,303 --> 00:00:40,073
but you are responsible
for the pony you've become.
17
00:00:40,106 --> 00:00:43,109
I'm proud to call you my
student AND my friend.
18
00:00:43,142 --> 00:00:45,311
Now, we just need to
get rid of these boxes.
19
00:00:45,344 --> 00:00:47,547
Spike, can you... Spike?
20
00:00:47,580 --> 00:00:49,082
What's that?
21
00:00:50,583 --> 00:00:52,351
Is it a bird?
22
00:00:52,384 --> 00:00:53,853
Is it a parasprite?
23
00:00:53,886 --> 00:00:56,722
It's... It's... INCOMING!!
24
00:00:56,755 --> 00:00:59,192
[crash]
25
00:01:04,463 --> 00:01:07,800
Oh. I usually get
letters by dragon.
26
00:01:07,833 --> 00:01:09,502
It IS the fastest
way to get mail.
27
00:01:13,873 --> 00:01:16,376
For me? Who would be
sending me a letter?
28
00:01:19,545 --> 00:01:22,515
It's the ponies
from my old village.
29
00:01:22,548 --> 00:01:23,616
Are they in danger?
30
00:01:23,649 --> 00:01:25,151
Are they upset with you?
31
00:01:25,184 --> 00:01:27,320
No. It's worse.
32
00:01:27,353 --> 00:01:30,123
They've invited me to the
annual sunset festival!
33
00:01:35,494 --> 00:01:38,831
♪ My little pony,
my little pony ♪
34
00:01:38,864 --> 00:01:40,766
♪ Aaaahhh ♪
35
00:01:40,799 --> 00:01:42,835
♪ My little Pony ♪
36
00:01:42,868 --> 00:01:45,404
♪ I used to wonder what
friendship could be. ♪
37
00:01:45,437 --> 00:01:47,306
♪ My Little Pony ♪
38
00:01:47,339 --> 00:01:49,742
♪ Until you all shared
its magic with me. ♪
39
00:01:49,775 --> 00:01:51,777
♪ Big adventure! ♪
♪ Tons of fun ♪
40
00:01:51,810 --> 00:01:53,913
♪ A beautiful heart! ♪
♪ Faithful and strong! ♪
41
00:01:53,946 --> 00:01:56,282
♪ Sharing kindness ♪
♪ it's an easy feat ♪
42
00:01:56,315 --> 00:01:58,284
♪ And magic makes it
all complete! ♪
43
00:01:58,317 --> 00:02:00,386
♪ To have my little pony ♪
44
00:02:00,419 --> 00:02:03,723
♪ Do you know you're all
my very best friends? ♪
45
00:02:03,756 --> 00:02:05,859
♪♪
46
00:02:10,829 --> 00:02:17,370
♪♪
47
00:02:17,403 --> 00:02:18,304
[sigh]
48
00:02:23,976 --> 00:02:26,879
Uh, hey there,
everypony.
49
00:02:26,912 --> 00:02:31,617
Uh. Hey Starlight. What
are you doing here?
50
00:02:31,650 --> 00:02:36,189
I... I was invited. To
the Sunset Festival?
51
00:02:36,222 --> 00:02:39,759
Uh yeah. But we didn't think
you'd actually show up.
52
00:02:39,792 --> 00:02:42,795
You didn't think we really
wanted you here did you?
53
00:02:45,264 --> 00:02:49,602
But I apologized. I thought
everything was fine.
54
00:02:49,635 --> 00:02:51,638
[laughing]
55
00:02:57,309 --> 00:02:59,679
PLEASE. Stop. STOP!
56
00:02:59,712 --> 00:03:06,285
♪ [eerie music] ♪
57
00:03:06,318 --> 00:03:09,856
What happened? Is
anypony there?
58
00:03:12,424 --> 00:03:16,229
Princess Luna? What
are you doing here?
59
00:03:16,262 --> 00:03:18,631
Dreams are my domain,
Starlight Glimmer.
60
00:03:18,664 --> 00:03:21,267
I am here because
you need me to be.
61
00:03:21,300 --> 00:03:24,403
Oh! It's only a dream.
62
00:03:24,436 --> 00:03:28,674
It may only be a dream, but
the feelings in it are real.
63
00:03:28,707 --> 00:03:31,010
Great. So I guess
I'm more afraid
64
00:03:31,043 --> 00:03:32,645
of going back
to the village
65
00:03:32,678 --> 00:03:35,381
than I thought.
What do I do now?
66
00:03:35,414 --> 00:03:36,983
I have been helped
time and time again
67
00:03:37,016 --> 00:03:39,652
by six very
special ponies.
68
00:03:39,685 --> 00:03:41,821
They helped me
overcome my past.
69
00:03:41,854 --> 00:03:44,457
You are fortunate to
have them as friends.
70
00:03:44,490 --> 00:03:46,826
I suggest you share your
concerns with them.
71
00:03:48,961 --> 00:03:51,664
I see much of myself in
you, Starlight Glimmer
72
00:03:51,697 --> 00:03:54,367
and I can tell you from
personal experience
73
00:03:54,400 --> 00:03:57,003
that things do
indeed get better.
74
00:03:57,036 --> 00:04:00,773
[whoosh]
75
00:04:00,806 --> 00:04:02,242
Huh?
76
00:04:05,611 --> 00:04:08,748
... and Princess Luna
said I should tell you all
77
00:04:08,781 --> 00:04:13,719
how I was feeling.
So, there it is.
78
00:04:13,752 --> 00:04:16,922
I'm afraid to go back to the
village for the celebration.
79
00:04:16,955 --> 00:04:20,926
But why, darling? You went back
to apologize; they accepted.
80
00:04:20,959 --> 00:04:23,362
Everypony has moved on!
81
00:04:23,395 --> 00:04:26,966
But have they? They don't really
know how much I've changed.
82
00:04:26,999 --> 00:04:29,502
Or even worse, maybe I
haven't changed as much
83
00:04:29,535 --> 00:04:31,504
as I think I have!
84
00:04:31,537 --> 00:04:35,041
TRUST ME. You are a totally
different pony now.
85
00:04:35,074 --> 00:04:37,343
I mean...you were
pretty awful!
86
00:04:37,376 --> 00:04:38,644
RAINBOW DASH!
87
00:04:38,677 --> 00:04:42,548
WHAT?! She WAS!
It's a compliment!
88
00:04:42,581 --> 00:04:44,617
I don't think they would
have sent the invitation
89
00:04:44,650 --> 00:04:46,452
if they didn't want
you to come.
90
00:04:46,485 --> 00:04:48,788
I'm sure they'd be
happy to see you.
91
00:04:48,821 --> 00:04:51,891
And getting an invitation
to a party and NOT GOING?
92
00:04:51,924 --> 00:04:54,694
That's like...
it's like...
93
00:04:54,727 --> 00:04:57,963
Well, I don't know what it's
like, but it is definitely bad.
94
00:04:57,996 --> 00:05:00,099
Just be honest
with them.
95
00:05:00,132 --> 00:05:02,601
I'm sure they'll understand
where you're comin' from.
96
00:05:02,634 --> 00:05:04,804
I understand how
hard this is for you.
97
00:05:04,837 --> 00:05:06,439
Maybe if you took
a friend along,
98
00:05:06,472 --> 00:05:07,773
it might
make things easier.
99
00:05:07,806 --> 00:05:10,677
Somepony you trust who
would look out for you.
100
00:05:16,882 --> 00:05:18,584
Thanks so much for
doing this, Trixie.
101
00:05:18,617 --> 00:05:20,353
When Twilight said I
should bring a friend,
102
00:05:20,386 --> 00:05:22,088
you were the first
pony I thought of.
103
00:05:22,121 --> 00:05:24,490
Great idea,
Princess Twilight.
104
00:05:24,523 --> 00:05:27,626
Asking me, Starlight's
BEST friend,
105
00:05:27,659 --> 00:05:29,895
to help her on this
difficult journey
106
00:05:29,928 --> 00:05:33,799
really shows how wise a
princess you have become.
107
00:05:33,832 --> 00:05:35,735
Thanks, Trixie.
108
00:05:35,768 --> 00:05:37,670
I was TALKING about me.
109
00:05:39,705 --> 00:05:41,040
The festival lasts
a whole week,
110
00:05:41,073 --> 00:05:43,042
but I'm sure we
won't stay that long.
111
00:05:43,075 --> 00:05:44,910
Oh I don't know,
Starlight,
112
00:05:44,943 --> 00:05:47,580
time really flies when
you're spending it
113
00:05:47,613 --> 00:05:49,615
with your BEST FRIEND!
114
00:05:55,954 --> 00:05:59,058
Bye Starlight!See
you later! Good luck!
115
00:06:03,829 --> 00:06:06,565
There it is! The
town where you --
116
00:06:06,598 --> 00:06:08,100
Magically stole
everypony's cutie mark,
117
00:06:08,133 --> 00:06:10,069
replaced them with equal
signs and forced them all
118
00:06:10,102 --> 00:06:13,172
to hide their
natural talents? Yes.
119
00:06:13,205 --> 00:06:16,809
I was going say
where you came from.
120
00:06:16,842 --> 00:06:20,813
But yours is a more...
emotionally traumatic answer.
121
00:06:20,846 --> 00:06:22,515
[sigh]
122
00:06:22,548 --> 00:06:25,551
I just want to blend in. Be
just another pony in the crowd
123
00:06:25,584 --> 00:06:27,853
enjoying the Sunset
Festival with my friend.
124
00:06:27,886 --> 00:06:30,523
Sounds good to me. And if
things get weird for you,
125
00:06:30,556 --> 00:06:32,958
just let me know.
I've got your flank.
126
00:06:32,991 --> 00:06:34,560
Is that a promise?
127
00:06:34,593 --> 00:06:39,832
Not just a promise. A GREAT
and POWERFUL promise.
128
00:06:39,865 --> 00:06:41,000
[pow!]
129
00:06:41,033 --> 00:06:43,436
[cough]
130
00:06:43,469 --> 00:06:46,205
Well, I couldn't ask
for more than that.
131
00:06:46,238 --> 00:06:48,541
If we're gonna do
this, let's do it!
132
00:06:58,250 --> 00:07:01,921
Ahh! STARLIGHT! YOU CAME!
133
00:07:01,954 --> 00:07:03,456
[nervous giggle]
134
00:07:03,489 --> 00:07:05,558
We were worried you
wouldn't be able to make it!
135
00:07:05,591 --> 00:07:06,859
Are you staying
the whole week?
136
00:07:06,892 --> 00:07:09,562
We have different
events planned each day!
137
00:07:09,595 --> 00:07:11,664
How is it living
in a castle?
138
00:07:11,697 --> 00:07:14,834
It is SO good
to see you.
139
00:07:14,867 --> 00:07:18,938
Oh yeah. These ponies
are terrifying.
140
00:07:18,971 --> 00:07:21,540
[giggle]
141
00:07:21,573 --> 00:07:24,243
It's good to see
all of you too.
142
00:07:24,276 --> 00:07:26,779
You got here
JUST in time.
143
00:07:26,812 --> 00:07:29,615
We were having some debate
about these banners.
144
00:07:29,648 --> 00:07:33,052
Which do you think
feels more sunsety?
145
00:07:33,085 --> 00:07:36,088
Oh, you don't need
me to decide that.
146
00:07:36,121 --> 00:07:38,657
Whatever you think
is probably best.
147
00:07:38,690 --> 00:07:41,026
Uh well, how about
helping us with the routes
148
00:07:41,059 --> 00:07:44,497
for the relay races tomorrow.
Can you take a look?
149
00:07:44,530 --> 00:07:47,700
Oh, I shouldn't.
You all go ahead.
150
00:07:47,733 --> 00:07:49,835
I just want to
enjoy the festival.
151
00:07:49,868 --> 00:07:52,972
But you WILL be a judge for
the baking competition, right?
152
00:07:53,005 --> 00:07:55,241
We had a few questions
about the order of the acts
153
00:07:55,274 --> 00:07:57,076
for the talent show.
154
00:07:57,109 --> 00:07:59,512
And the unicorns have a
fireworks show planned.
155
00:07:59,545 --> 00:08:01,247
We could REALLY
use your help!
156
00:08:01,280 --> 00:08:03,483
[Talking over each other]
157
00:08:08,987 --> 00:08:09,955
NO!
158
00:08:09,988 --> 00:08:10,956
[explosion]
159
00:08:10,989 --> 00:08:13,225
[chattering teeth]
160
00:08:13,258 --> 00:08:17,229
Huh?
161
00:08:17,262 --> 00:08:20,666
The great and powerful Trixie
would like to thank you all
162
00:08:20,699 --> 00:08:22,635
for being such an
amazing audience!
163
00:08:22,668 --> 00:08:24,737
Sadly it is time
for us to depart!
164
00:08:24,770 --> 00:08:26,939
Good night, fillies
and gentlefoals!
165
00:08:26,972 --> 00:08:27,840
[explosion]
166
00:08:27,873 --> 00:08:30,609
[coughing]
167
00:08:30,642 --> 00:08:33,880
[all chattering]
168
00:08:41,620 --> 00:08:44,924
Ugh. I was horrible
when I led that town.
169
00:08:44,957 --> 00:08:47,993
I was ready for them to not
trust me, but I wasn't ready
170
00:08:48,026 --> 00:08:50,796
for them to put me
in charge again!
171
00:08:50,829 --> 00:08:54,099
With my past, I should never
be in charge of anything.
172
00:08:54,132 --> 00:08:56,802
So you messed
up. Big deal.
173
00:08:58,704 --> 00:09:01,840
Don't you ever tell
another pony I said this,
174
00:09:01,873 --> 00:09:05,911
but even Trixie's made
mistakes. Ha, I know!
175
00:09:05,944 --> 00:09:10,149
The trick is to just move on and
pretend they never happened!
176
00:09:10,182 --> 00:09:12,818
I feel like that's
almost good advice.
177
00:09:19,157 --> 00:09:22,161
Hey! Uh, Pinkie Pie!
178
00:09:22,194 --> 00:09:24,730
Hey, you!
179
00:09:24,763 --> 00:09:28,200
So. You're probably wondering
why I'm back so soon.
180
00:09:28,233 --> 00:09:29,935
Where were you?
181
00:09:29,968 --> 00:09:33,606
I went to my old village?
For the festival?
182
00:09:33,639 --> 00:09:36,909
Ooo sounds fun!
How was it!
183
00:09:36,942 --> 00:09:38,777
It was kind of a disaster.
184
00:09:38,810 --> 00:09:40,980
I came back early
because I freaked out.
185
00:09:41,013 --> 00:09:43,015
Oooh, sounds awful! Bye!
186
00:09:45,884 --> 00:09:48,287
That was strange.
187
00:09:48,320 --> 00:09:50,723
Isn't she always strange?
188
00:09:50,756 --> 00:09:52,958
Yeah, but not like that.
189
00:09:52,991 --> 00:09:55,861
Hey! I'm back early!
190
00:09:55,894 --> 00:09:58,364
Ah, welcome
back.
191
00:09:58,397 --> 00:10:01,266
Have you two noticed Pinkie
acting a little strange?
192
00:10:01,299 --> 00:10:03,135
Pinkie Pie always
acts strange.
193
00:10:04,269 --> 00:10:05,904
Told you.
194
00:10:05,937 --> 00:10:08,107
Anyway, I wanted to
talk to all of you.
195
00:10:08,140 --> 00:10:10,743
Things didn't go the way I
thought they were going to go
196
00:10:10,776 --> 00:10:11,977
at the Sunset Festival.
197
00:10:12,010 --> 00:10:13,379
What happened?
198
00:10:13,412 --> 00:10:16,415
I kind of freaked out and
ran out of the village.
199
00:10:16,448 --> 00:10:19,018
HA HA HA!
200
00:10:19,051 --> 00:10:21,887
You freaked out and ran
away from a festival?
201
00:10:21,920 --> 00:10:25,991
Ha! That's the funniest dang
thing I've heard all day!
202
00:10:26,024 --> 00:10:29,928
Ha ha, Oh my! Let me guess. The
decorations were TERRIFYING!
203
00:10:29,961 --> 00:10:36,268
HA HA HA!
204
00:10:36,301 --> 00:10:39,271
[Whisper]
205
00:10:39,304 --> 00:10:42,908
Hello ponies. We need
Rarity and Applejack.
206
00:10:42,941 --> 00:10:45,645
Very important
friendship business.
207
00:10:51,083 --> 00:10:54,119
I have to say I'm really not
as impressed with your friends
208
00:10:54,152 --> 00:10:56,689
as the rest of
Equestria is.
209
00:10:56,722 --> 00:10:58,323
I need to talk
to Twilight.
210
00:10:58,356 --> 00:11:04,196
♪♪
211
00:11:04,229 --> 00:11:05,330
[knock on door]
212
00:11:05,363 --> 00:11:08,367
Twilight! Hello?
213
00:11:08,400 --> 00:11:11,136
What do you want?
Twilight's very busy!
214
00:11:11,169 --> 00:11:13,338
Spike, I really need
to speak with her.
215
00:11:13,371 --> 00:11:18,310
Make an appointment! She's
a princess after all. [slam]
216
00:11:18,343 --> 00:11:21,046
[knocking] What's wrong with
you? Why are you being so--
217
00:11:21,079 --> 00:11:25,384
Rude? I think a certain dragon
didn't get his nap today!
218
00:11:25,417 --> 00:11:28,120
Yeah right. Whatever...
219
00:11:28,153 --> 00:11:31,090
Sorry, he's been acting
a little off all day.
220
00:11:31,123 --> 00:11:32,991
I think he missed a
meal or something.
221
00:11:33,024 --> 00:11:34,460
He's not the
only one.
222
00:11:34,493 --> 00:11:37,863
Everypony is acting a
little strange today.
223
00:11:37,896 --> 00:11:42,334
Yes. It's definitely been one
of those days. How are you?
224
00:11:42,367 --> 00:11:44,737
Not great actually.
You're probably wondering
225
00:11:44,770 --> 00:11:47,206
why I'm back from the
village so early.
226
00:11:47,239 --> 00:11:50,809
I didn't want to bring it up but
yeah, it did seem strange.
227
00:11:50,842 --> 00:11:52,277
Did it not go well?
228
00:11:52,310 --> 00:11:54,279
The townsponies kept
asking me things,
229
00:11:54,312 --> 00:11:56,915
like they expected me
to be in charge again.
230
00:11:56,948 --> 00:11:59,918
But being a leader is the
last thing I should ever be.
231
00:11:59,951 --> 00:12:04,523
So we left. Very suddenly.
In a literal puff of smoke.
232
00:12:04,556 --> 00:12:08,794
Wow. You should DEFINITELY
never go back to that village!
233
00:12:08,827 --> 00:12:10,229
What?
234
00:12:10,262 --> 00:12:13,165
If you were worried about what
they thought of you before,
235
00:12:13,198 --> 00:12:17,102
it's probably WAY worse
now. I'd cut my losses.
236
00:12:17,135 --> 00:12:20,773
That's surprising
advice coming from you.
237
00:12:20,806 --> 00:12:23,842
Trust me. I'm the
Princess of Friendship.
238
00:12:23,875 --> 00:12:27,012
You don't need those ponies. You
can always make more friends.
239
00:12:29,948 --> 00:12:32,284
Ah, speaking of friends,
if you'll excuse me.
240
00:12:32,317 --> 00:12:33,786
Important business to attend to!
241
00:12:38,990 --> 00:12:40,325
[slam]
242
00:12:40,358 --> 00:12:43,362
♪ [mysterious music] ♪
243
00:12:47,899 --> 00:12:51,236
Cut my losses? That
can't be right.
244
00:12:51,269 --> 00:12:54,273
♪♪
245
00:13:06,451 --> 00:13:11,190
Hey! I wanted to apologize
for my behavior earlier.
246
00:13:11,223 --> 00:13:15,861
Party Favor? Can you hear me?
247
00:13:15,894 --> 00:13:20,966
I TOLD you, you can never
speak to them again!
248
00:13:20,999 --> 00:13:22,935
What are you all doing here?
249
00:13:22,968 --> 00:13:27,372
Making sure you do what I said!
I'm your teacher,aren't I?
250
00:13:27,405 --> 00:13:29,975
Didn't I say to
never come back here?
251
00:13:30,008 --> 00:13:32,544
Yes, but that's just
doesn't seem right.
252
00:13:32,577 --> 00:13:37,149
You aren't acting like
yourself. Something is wrong.
253
00:13:37,182 --> 00:13:39,852
[whistling wind]
254
00:13:39,885 --> 00:13:42,621
A dream! This is
another dream!
255
00:13:42,654 --> 00:13:44,189
Starlight Glimmer...
256
00:13:44,222 --> 00:13:45,924
Princess Luna?
257
00:13:45,957 --> 00:13:47,392
Starlight Glimmer!
258
00:13:47,425 --> 00:13:49,461
Princess Luna, where are you?
259
00:13:49,494 --> 00:13:52,865
STARLIGHT GLIMMER!THERE IS
NO TIME! YOU MUST GET HELP!
260
00:13:52,898 --> 00:13:55,868
What? What are you talking
about? This is just a dream!
261
00:13:55,901 --> 00:13:59,504
NOT HERE! IN THE WAKING WORLD!
THEY'VE TAKEN MY SISTER AND I!
262
00:13:59,537 --> 00:14:01,340
IT'S WORSE THAN THE LAST TIME!
263
00:14:01,373 --> 00:14:03,876
YOUR DREAM CALLED TO ME AND
I WAS ABLE TO BREAK THROUGH!
264
00:14:03,909 --> 00:14:05,143
YOU MUST FIND HELP!
265
00:14:05,176 --> 00:14:07,145
What are you saying?
WHO'S taken you!
266
00:14:07,178 --> 00:14:09,348
BE CAREFUL WHO YOU TRUST.
267
00:14:09,381 --> 00:14:11,416
YOU WILL NEED ALL THE
HELP YOU CAN FIND.
268
00:14:11,449 --> 00:14:12,484
THE CHANGELINGS
HAVE RETURNED AND--
269
00:14:12,517 --> 00:14:15,654
Princess Luna!
270
00:14:15,687 --> 00:14:18,957
[whoosh]
271
00:14:18,990 --> 00:14:20,392
[gasping]
272
00:14:20,425 --> 00:14:21,560
THEY'RE BACK!
273
00:14:34,005 --> 00:14:35,207
[knocking]
274
00:14:35,240 --> 00:14:38,543
Trixie? Trixie, it's
Starlight! Are you awake?
275
00:14:38,576 --> 00:14:42,481
Of COURSE Princess Celestia,
I'd love to perform
276
00:14:42,514 --> 00:14:44,516
for Peanut Butter crackers.
277
00:14:44,549 --> 00:14:46,218
TRIXIE! WAKE UP!
278
00:14:48,653 --> 00:14:53,058
[firecrackers explosions
and whistles]
279
00:14:53,091 --> 00:14:57,396
[coughing]
280
00:14:57,429 --> 00:15:01,967
Starlight? What time is it?
281
00:15:02,000 --> 00:15:05,070
It's late. I think I figured out
what's wrong with my friends.
282
00:15:05,103 --> 00:15:06,672
I have a whole
list of things
283
00:15:06,705 --> 00:15:08,507
that are wrong
with your friends.
284
00:15:08,540 --> 00:15:11,143
We can go over it
in the morning.
285
00:15:11,176 --> 00:15:13,279
No! Trixie, we're in danger!
286
00:15:16,348 --> 00:15:21,053
OK fine. Aside from lack of
sleep, how are we in danger?
287
00:15:21,086 --> 00:15:23,455
I think the--
288
00:15:23,488 --> 00:15:27,359
What did you tell me never
to tell another pony?
289
00:15:27,392 --> 00:15:30,629
Starlight, if you woke me
up to play guessing games--
290
00:15:30,662 --> 00:15:32,364
After we left my village!
291
00:15:32,397 --> 00:15:37,436
What did you tell me to never
tell another pony you said!?
292
00:15:37,469 --> 00:15:40,305
That even Trixie's
made mistakes.
293
00:15:40,338 --> 00:15:43,642
Trixie, there's no time for
this. What did you say?
294
00:15:43,675 --> 00:15:48,613
That even Trixie's made
mistakes, OK? Are you happy?
295
00:15:48,646 --> 00:15:53,085
Yes. Sorry. I just had to make
sure you weren't one of them.
296
00:15:53,118 --> 00:15:54,119
One of who?
297
00:15:54,152 --> 00:15:55,988
A changeling.
298
00:15:56,021 --> 00:15:58,590
I think they've taken Princess
Celestia and Princess Luna.
299
00:15:58,623 --> 00:16:01,426
What? Are you sure? I
mean, what do we--
300
00:16:01,459 --> 00:16:03,395
We have to tell Twilight!
301
00:16:03,428 --> 00:16:06,231
If I'm right, then it's
too late for that.
302
00:16:17,308 --> 00:16:22,147
[muffled conversation]
303
00:16:26,818 --> 00:16:28,020
Agh!
304
00:16:28,486 --> 00:16:29,554
Agh!
305
00:16:29,587 --> 00:16:32,091
[nasty laugh]
306
00:16:34,259 --> 00:16:35,527
Is it ready?
307
00:16:35,560 --> 00:16:37,396
Just one more.
308
00:16:38,563 --> 00:16:40,566
[zapping]
309
00:16:46,071 --> 00:16:48,473
QUEEN CHRYSALIS!
310
00:16:48,506 --> 00:16:51,343
Ugh, I can't take
any of you seriously
311
00:16:51,376 --> 00:16:52,711
when you look like that.
312
00:16:52,744 --> 00:16:54,146
Oh. Right.
313
00:17:01,219 --> 00:17:04,289
MUCH better. Now report.
314
00:17:04,322 --> 00:17:07,059
Everything here is going
according to plan.
315
00:17:07,092 --> 00:17:09,561
We've replaced the six
ponies and their dragon
316
00:17:09,594 --> 00:17:12,431
and have taken
control of the castle.
317
00:17:12,464 --> 00:17:15,467
Excellent. And I've
just received word
318
00:17:15,500 --> 00:17:17,736
that the Princesses from
Canterlot have successfully
319
00:17:17,769 --> 00:17:19,805
been replaced as well.
320
00:17:19,838 --> 00:17:23,141
[cackling]
321
00:17:23,174 --> 00:17:25,510
We thought too small last time,
322
00:17:25,543 --> 00:17:28,613
ONE ponynapped
princess wasn't enough.
323
00:17:28,646 --> 00:17:32,350
With ALL the most beloved ponies
of Equestria taken care of,
324
00:17:32,383 --> 00:17:34,853
NOPONY can stop us.
325
00:17:34,886 --> 00:17:39,758
[evil laugh]
326
00:17:39,791 --> 00:17:41,060
[whoosh]
327
00:17:42,527 --> 00:17:43,495
[creak]
328
00:17:43,528 --> 00:17:45,330
[hiss]
329
00:17:45,363 --> 00:17:47,066
[whoosh]
330
00:17:59,611 --> 00:18:03,816
[sniff sniff]
331
00:18:11,256 --> 00:18:13,291
[panicked whimpering]
332
00:18:13,324 --> 00:18:15,527
[zap zap]
333
00:18:15,560 --> 00:18:18,763
I can't deal with this.
I'm just a performer.
334
00:18:18,796 --> 00:18:21,566
This is... this is
princess level stuff.
335
00:18:21,599 --> 00:18:25,604
But the changeling's have all of
the princesses. We're doomed!
336
00:18:25,637 --> 00:18:29,508
Maybe not. Queen Chrysalis only
said they took Luna and Celestia
337
00:18:29,541 --> 00:18:31,343
and obviously Twilight
and the others,
338
00:18:31,376 --> 00:18:33,311
but maybe Cadance is still safe.
339
00:18:33,344 --> 00:18:35,480
Our best bet is to get
to the Crystal Empire
340
00:18:35,513 --> 00:18:37,415
before the changelings
do. That way we--
341
00:18:37,448 --> 00:18:39,685
There's no help coming
from the Crystal Empire.
342
00:18:41,953 --> 00:18:45,724
[frantic screaming]
343
00:18:45,757 --> 00:18:46,758
Thorax?
344
00:18:46,791 --> 00:18:47,726
Yes.
345
00:18:47,759 --> 00:18:49,528
Your wings look... different.
346
00:18:51,596 --> 00:18:53,265
I guess they do.
347
00:18:56,401 --> 00:18:58,470
How do I know you aren't
some other changeling
348
00:18:58,503 --> 00:19:01,173
pretending to be Throax?
349
00:19:01,206 --> 00:19:03,542
You were there when Spike
defended me to the ponies
350
00:19:03,575 --> 00:19:05,310
of the Crystal Empire.
351
00:19:05,343 --> 00:19:07,779
Princess Twilight said...
352
00:19:07,812 --> 00:19:11,183
As the Princess of Friendship,
I should set an example
353
00:19:11,216 --> 00:19:15,353
for all of Equestria, but today,
it was Spike who taught me--
354
00:19:15,386 --> 00:19:18,790
OK! OK. I believe you. We
don't need the whole speech.
355
00:19:21,259 --> 00:19:23,628
Trixie, this is Thorax.
356
00:19:23,661 --> 00:19:27,366
He's a reformed changeling.
He's on our side, understand?
357
00:19:29,934 --> 00:19:32,470
Hi, it's a pleasure to--
358
00:19:32,503 --> 00:19:35,440
If Starlight says you're on
our side I believe her but...
359
00:19:35,473 --> 00:19:37,876
maybe just stay over
there for now, OK?
360
00:19:39,844 --> 00:19:41,646
What did you mean
there's no help.
361
00:19:41,679 --> 00:19:44,549
Did the changelings
get Cadance too?
362
00:19:44,582 --> 00:19:48,353
They took Cadance, Shining
Armor AND Flurry Heart!
363
00:19:48,386 --> 00:19:50,855
Sunburst sent me here to get
Princess Twilight's help
364
00:19:50,888 --> 00:19:54,326
but it sounds like it's
too late for that too.
365
00:19:54,359 --> 00:19:56,328
So what should we do?
366
00:19:56,361 --> 00:19:59,431
Yeah, Starlight what
are we going to do?
367
00:19:59,464 --> 00:20:02,867
I... I don't know. There
has to be somepony else
368
00:20:02,900 --> 00:20:04,402
who can handle this.
369
00:20:04,435 --> 00:20:06,571
There is NOPONY else.
370
00:20:06,604 --> 00:20:09,841
Everypony with powerful
magic is already gone!
371
00:20:09,874 --> 00:20:12,377
You know, whenever ponies
talk about powerful magic,
372
00:20:12,410 --> 00:20:14,246
they always leave me out.
373
00:20:14,279 --> 00:20:17,849
If I weren't so evolved, I might
decide to take it personally.
374
00:20:17,882 --> 00:20:19,684
Well, isn't this
QUITE the combination
375
00:20:19,717 --> 00:20:22,420
of secondary characters.
376
00:20:22,453 --> 00:20:24,456
Where are Twilight
and the girls?
377
00:20:24,489 --> 00:20:27,826
First, how do we know
that you're really you?
378
00:20:28,693 --> 00:20:29,894
[snap]
379
00:20:29,927 --> 00:20:35,467
♪♪
380
00:20:35,500 --> 00:20:37,435
Shall I continue?
381
00:20:37,468 --> 00:20:39,537
Chrysalis and the
changelings are back.
382
00:20:39,570 --> 00:20:41,406
They've ponynapped all of
the most powerful ponies
383
00:20:41,439 --> 00:20:42,874
in Equestria.
384
00:20:42,907 --> 00:20:45,877
Celestia, Luna, Cadance,
Shining Armor, Flurry Heart,
385
00:20:45,910 --> 00:20:48,513
Twilight and her
friends. We need to--
386
00:20:48,546 --> 00:20:49,914
They took Fluttershy?
387
00:20:49,947 --> 00:20:50,949
Yes.
388
00:20:50,982 --> 00:20:52,684
Where?
389
00:20:52,717 --> 00:20:55,053
The changeling kingdom. With
you on our side, I think we --
390
00:20:55,086 --> 00:20:56,288
[poof]
391
00:20:57,855 --> 00:21:01,559
Odd. I was trying to take
us right to Fluttershy,
392
00:21:01,592 --> 00:21:04,296
but there is no Fluttershy.
393
00:21:05,063 --> 00:21:07,365
[smash]
394
00:21:07,398 --> 00:21:10,835
I think I have a pretty good
idea where she might be.
395
00:21:10,868 --> 00:21:13,872
♪ [dramatic] ♪
396
00:21:18,443 --> 00:21:22,747
Oh. I'd hoped to never see
that place again. Now what?
397
00:21:22,780 --> 00:21:25,784
♪♪
398
00:21:32,023 --> 00:21:34,359
♪ My Little Pony ♪
399
00:21:36,427 --> 00:21:38,530
♪ My Little Pony ♪
400
00:21:49,507 --> 00:21:51,543
♪ My Little Pony ♪
401
00:21:51,576 --> 00:21:55,314
♪ friends ♪