♪♪
Hear ye! Hear ye!
The Ponyville Foal and Filly
Fair is almost ready to begin!
(excited chatter)
Whee! Ha ha!
(ding)
Ha ha!
Hee hee hee!
(giggling)
Just because the
attendees are young,
doesn't mean they don't deserve
my very best creative work.
Why, this puppet theatre
is going to be the talk
of the Foal and Filly Fair.
How could it not be?
You're the one making it.
Oh, but I couldn't have
done it without the help
of one of my dearest and
most supportive friends.
You are my favorite dragon.
Your favorite dragon?
Aw, gee.
The hours have been long, the
work taxing beyond compare,
but it will all be
worth it when we hear
those three little words--
Gruff voice: This is awful!
Awful?
Completely unusable.
Hmmm.
It doesn't travel!
There's no room for my puppets!
It appears I won't have a
travelling puppet theatre
to use after all.
I don't know what that
guy was talking about.
This thing is perfect.
♪ My Little Pony,
My Little Pony ♪
♪ Aaaaahhh! ♪
♪ (upbeat) ♪
♪ My Little Pony ♪
♪ I used to wonder what
friendship could be ♪
♪ My Little Pony ♪
♪ Until you all shared
its magic with me ♪
♪ Big adventure ♪
♪ Tons of fun. ♪
♪ A beautiful heart ♪
♪ faithful and strong ♪
♪ Sharing kindness ♪
♪ it's an easy feat ♪
♪ And magic makes it
all complete ♪
♪ My Little Ponies ♪
♪ Do you know you're all
my very best friends? ♪
♪♪
Rarity: This is terrible.
Simply terrible!
(sobbing)
So that puppeteer didn't like
your exquisitely crafted,
best puppet theatre in the
history of puppet theatres
puppet theatre.
You can just contribute
something else
to the Foal and Filly Fair.
(sobbing)
I suppose I could.
Forget it, Spike.
I'd never have something
finished in time.
(crying)
I wanted to leave my
creative mark on the fair
and I have failed.
Mmm.
Miserably.
And that makes me miserable.
(crying)
There's gotta be something
in here somewhere.
Hoo!
It's not who, it's what.
Like what can help Rarity make
something in time for the fair?
She really, really, really wants
to make a creative contribution.
She said I'm her
favorite dragon.
So it's up to me to come through
for her in her time of need.
There's gotta be some kind of
spell that'll do the trick.
Owl: Hoo!
Come on, help a dragon out!
Hoo!
Hoo!
Hoo!
Agh!
It's not for me!
It's for Rarity.
The one who made you that
bow tie you liked so much.
Hoo hoo!
OK. I get it.
(rumbling)
You don't think we
should use magi--
♪♪
What is that?
Hoo! Hoo!
(whoosh)
(clink)
Hoo! Hoo!
(squeaking bats)
♪♪
Hoo! Hoo!
What?
If I wasn't supposed to have it,
it wouldn't be so easy to get.
(rumbling and cracking)
And it's covered
in spikes, like me!
Hoooo!
(crashing)
Hooo!
(cracking)
"Inspiration Manifestation,
instantly brings ideas to life."
I'm liking the
looks of this one!
Hmm.
(slam)
(Rarity bawling)
Rarity!
Leave me be!
Can't you see how
distraught, disappointed
and downtrodden I still am?
But I brought you something.
Unless it's another carton
of Vanilla Oat Swirl
or word that the festival
has been cancelled,
I don't think I'm interested.
It's magic.
Spike, Precious Scales,
I already have magic.
But not the kind that can
help you create something
in time for the fair.
This can!
I suppose it's worth a try.
From in the head to
out in the world.
Every thought to action.
Hold close this book,
and through its spell,
you'll start a chain reaction.
Projecting forth
whatever beauty you see.
Only when true words are spoken,
will you finally be set free.
Did it work?
There's only one
way to find out.
(poof)
Oh my!
I thought about making this a
much more beautiful spell book
and I have!
(poof)
Dear, dear, Spike, here
I was about to give up,
but like a true friend, you've
come through with flying colors.
Come! We must find the
puppeteer right away
so that I may provide him with
the most fabulous theatre
he's ever imagined.
Or should I say that
I've ever imagined.
Ah, Miss Rarity, come to
see the show, I presume.
You'll notice I had to make
do in light of your recent
failure to produce a
functioning theatre.
♪♪
Oh, but I think you'll find
the new one I've created
will be much more
to your liking.
♪♪
Hmm yeah well, it is gorgeous,
but that was never the
problem now, was it?
Oh, well this one
does seem to travel.
Plenty of room for my puppets.
I say, Miss Rarity, I don't
know how you managed to do so
in such a short amount of time,
but you seem to have
redeemed yourself.
How did you manage to do
so in such a short time?
As a matter of fact,
she used a sp-
A good designer never
reveals her tricks.
♪♪
Thank you again, Spike, for
being such a dear friend
and finding this book for me.
My pleasure.
Well, guess I can return it
now that the fair is over.
Yes, of course.
I've made my creative
contribution as I'd hoped to do,
and all is well.
Then again, perhaps I should
keep it just a skotch longer.
You don't mind do you, Spike?
Of course not!
See you tomorrow.
What?
She'll keep it for
a few more hours.
No harm in that.
(Spike whistling cheerfully)
(knock knock knock)
Rarity?
(rumbling)
Wha!
Spike! I'm so glad
you're here!
Whoa!
Are you OK?
Oh! I've never been better.
This book you've
given me is amazing!
Why, I've been up all night
just creating and creating
and creating and creating!
I've completed my fall line
for the next fifteen seasons!
Wow!
But then I started
thinking, why stop there?
Oh, Spike, I've always
thought this town of ours
could use a few
beautifying upgrades.
And with this book, I can make
that happen with such ease.
You will support me in this
endeavor by letting me
keep the book just
a little longer?
Of course I will!
Hoo!
What do you say we get a little
breakfast before we get started?
No time for breakfast.
I want to get
started right away.
Technically, we do have time
because with that
book held close
you can just
make things--
Rarity?
Now this is exactly
what I'm talking about.
Why that cart hasn't an
ounce of stylish flair.
(poof)
My eyes playin'
tricks on me again?
What in rhubarb
pie just happened?
Isn't it gorgeous?
It's amazing!
You should ask Applejack
if she wants you
to give all the Apple
family carts a makeover!
Oh, I don't really think I need
to ask permission, darling.
Everyone loves surprises.
Especially when they're
gorgeous ones.
You're right!
Everypony does love surprises!
We shouldn't even tell
anypony that it's me
who is behind all the fabulous
changes I'll be making.
(giggle)
Won't that be a
fun little secret
for the three of
us to share?
The... three of us?
You, me, and the
book, of course.
My marvellous,
marvellous book.
Of course.
Promise me you won't
say a word to anypony?
You got it!
I knew I could
count on you, Spike.
And I also know just
what I want to do next.
Take that!
And that!
Ha ha.
(poof)
What in the--
Get. It. Off. Of. Me!
I've always thought
Rainbow Dash
could use a little more glamour.
And now look at her!
Cloud-busting with style!
Moving on!
She'll be fine.
It's just a dress.
Wait for your favorite dragon!
(crash)
(sigh)
♪ La la la la la la ♪
There you go, Mr. Robin.
(chirping)
Don't you look so content
in your little house.
(poof)
Oh my goodness!
You're lost?
(chirp)
No. Not that way.
That looks like that's
a door to a bedroom.
Try that one over there.
(chirp)
No. No.
That leads to a...
shoe closet?
Oh dear.
Maybe try the staircase?
No. No. No. The
other staircase.
Isn't it gorgeous?
It's probably the most beautiful
bird house ever created...
Go on.
I'm just not sure how
the bird feels about it.
Pfft. What does a bird know
about architectural design?
What matters is what you
think, Spike, and you love it.
Don't you?
Of course I do!
It's so... "Rarity".
It is, isn't it.
Oooh!
(clunk)
(kids chattering)
Oh, adorable!
But it could use a touch
of class, don't you think?
Oh. Yeah. Definitely!
♪ (country swing) ♪
(poof)
(poof)
(poof)
This party doesn't even
seem to have a proper theme.
Let's do something
about that, shall we?
You've already made things
look really, really great.
Maybe you should stop
while you're ahead?
You're right, Spike.
There's so much
to do elsewhere.
Right.
Elsewhere.
Just one more little
thing before we go.
(poof)
♪ (classical) ♪
Why, this party is certain
to make the society page now.
Won't Pinkie Pie be pleased?
Happy happy day to--huh?
I am simply buzzing with ideas.
Simply buzzing!
That's great!
But, uh, you've been at
this for a while now.
How about you take a break?
Give that brilliant
mind of yours a rest.
Don't be silly.
I'm not going to stop now.
Why, I won't stop until
every inch of Ponyville
has benefited from
my creative vision.
Starting with you, Spike!
You.
Look.
Fabulous!
All because of you!
Anything for my favorite dragon
and most supportive friend.
Come! There's so
much more to do!
Oh, no!
Not you, too.
What do you mean "not me, too"?
Oh, judging by that outfit, I
thought for sure you'd--
What? This?
I just wanted to
try out a new look.
(thud)
You like?
Hmm.
Well, in that case, have you
seen anypony suspicious around?
Uh, nope.
Princess Twilight!
The gazebo has been
turned into solid crystal
and two ponies are now
trapped inside its walls!
Hoo!
No! I made a promise to Rarity
to keep this to myself.
Hoo!
(sigh)
But you're right
Owlowiscious, I have to tell.
And once I do, I can forget
Rarity thinking of me
as her most supportive friend.
I can forget Rarity thinking
of me as a friend at all.
I can't do it.
I promised I'd keep all of
this between the three of us.
Hoo!
Of course, it's weird
that she meant me, her,
and the spell book, but--
The spell book! Of course!
If I can get it away from her,
I bet she won't be able
to use its magic anymore.
Oh, come on! It's
the perfect plan.
I just have to figure
out which way she went.
I can't see!
(screams)
I'm thinking she's
headed this way.
(evil cackle)
What do you think
you're doing?
Me? I was just uh, basking
in your creative radiance.
Oh, Spike, you do say
the nicest things!
Thanks.
Now where was I?
Oh, yes!
Gold-plated roof-tops
for everypony!
Hoo! Hoo! Hoo!
Spike!
(munch)
I have just had the
most marvellous idea!
(gulp)
(sigh)
Of course you have;
you're Rarity.
My work here in Ponyville
is nearly complete.
Don't you think it's time
the rest of Equestria
benefited from my
creative vision?
Absolutely!
I'm thinking we go by chariot.
Or as everyone will soon
be calling them, "Rariot".
(manic giggle)
Oh, yeah! We should
definitely go by--
(poof)
How...how did you do that?
Why, whatever do you mean?
The book. It's... I
mean... you don't...
It's gone.
The book is gone.
Gone?
Why it's right there.
(gasp)
I need my book, Spike!
What have you done
with my book?
(growl)
Why would I do anything
with your book?
We're friends.
It was probably the owl!
Hoo!
But, wait, I don't seem
to need it anymore, do I?
Yes! Yes!
I can feel its magic
flowing within me now.
I'm so excited!
I'm so excited!
I'm so scared.
Oh, the places
we'll go, Spike.
Manehattan.
Phillydelphia.
Canterlot.
And there you'll
be by my side.
Just as you've always
been here in Ponyville.
Your constant praise and
adoration driving me
to even greater heights
until there isn't an
inch of Equestria
that hasn't been
utterly transformed
by my creative genius!
♪♪
No!
What did you say?
I said, "No!"
You've been changing things,
but you haven't been
making them better.
I should have told you the
truth at the very beginning,
but I didn't
because I was trying to be
a supportive friend.
But instead I let you
become something awful.
Awful?
What happened?
Rarity, you're OK?
I...I think so.
Though by the looks of it,
something quite terrifying
has happened to Ponyville.
You happened.
Me?
The last part of the spell!
"Only when true
words are spoken,
will you finally be set free."
The spell took over you
and you wanted to change
everything in Equestria.
I was afraid to tell you
how I really felt about it,
but then I, I told
you the truth.
Dearest Spike, you should never
be afraid to tell me the truth.
We're friends, remember?
Spike: Today I learned
how important it is
to be honest with your friends
when they're doing something
that you don't think is right.
A true friend knows
that you're speaking up
because you care about them.
(door opens)
Spike!
Never, ever, ever take another
book out of the library
at the Castle without asking.
Princess Cadance
and Princess Luna
have much better things to do
than help me clean up Ponyville.
Do you have any idea how
hard it was to reverse
that much dark magic?
You don't look so good.
What?
I'm just being honest.
It's what good friends do.
(growl)
♪ My Little Pony ♪
♪ My Little Pony ♪
♪ My Little Pony ♪
♪ friends ♪