♪♪
(frustrated growl)
(smack)
What's wrong, Twilight?
(sigh)
I've gone through every
book in Ponyville, Spike,
and there isn't a single mention
of the mysterious chest
that came from the
Tree of Harmony.
Nor anything about
keys to unlock it.
But something tells me that
opening it is pretty important.
I hope Princess
Celestia has some ideas.
If the Library in Canterlot
doesn't have anything,
I don't know where
else to look.
Ahhhh!
(crash)
(blah)
My dearest Twilight, while it
would be perfectly lovely
to have you in
Canterlot once more,
I have another
option in mind
much closer to Ponyville...
CELESTIA: As you know,
the ancient Castle
that I once shared
with Princess Luna
lies mostly in ruins deep
in the Everfree Forest.
But if you look carefully,
you may find a book
that could prove helpful
to your research
hidden somewhere in what's
left of the Castle library.
(gasp)
Wow! Look at all
these ancient books.
It's a veritable gold
mine of information.
I can't believe
it! Woo-hoo!
Whoa!
(crash)
Gah!
Heh, heh. So, Twilight.
Uh, ready to head home?
Are you kidding?
This place is PERFECT!
(chattering)
♪ 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? ♪
♪♪
(buzzing)
RAINBOW DASH: I'm not
gonna move. You move.
APPLEJACK: Uh-uh. There's
no way I'm moving.
This is the most daring
dare any pony ever dared
dare another pony to dare.
BOTH: Huh?
It's exciting!
(buzzing)
What y'all doing?
Rainbow Dash and Applejack are
competing for the title
of Most Daring Pony.
This is the final test.
The Bee Stare.
Last pony to blink wins.
I'm gonna need my bees back.
But then we'll never find out
who the Most Daring Pony is.
Sorry about that.
(beckoning whistle)
Well, what do we do now?
Don't worry ladies, I've been
keeping excellent score all day.
Hmm. move the decimal,
carry the two, and ...
Congratulations!
You're tied!
Tied?
You can't be tied for
the Most Daring Pony.
I don't know.
Numbers don't lie.
I'd love to stay and
keep keeping score,
but I promised to help
test the new school bell.
I get to ring it
all week non-stop.
And I don't even
have to take turns
because no one
else volunteered!
(giggle)
OK. No problem.
We just have to come up
with another daring dare.
Right.
I think I might have an
idea of what we can do.
Um... Rarity, don't you think
it's a little late in the day
to be walking through
the forest?
It is Star Spider
season, after all.
Though I'm sure you have
a very good reason...
Simply the most important reason
I've ever had in my entire life.
Oh. Well, then I'm
happy to help.
What is it?
I've heard rumors that the
Castle of the Two Sisters
is filled with the most gorgeous
of ancient tapestries
in all of Pony History.
It pains me to think of those
magnificent creations
rotting away in those old
ruins, totally unappreciated.
I see.
I require your help in
borrowing one or two
to bring back to the boutique
where I can restore them.
Maybe I'll even use the
patterns as the inspiration
for a new line.
That does sound...
very important.
Yes, well, maybe not the
most important thing
in my entire life,
but retro-ancient
classical will be all the rage
next season, so it's
nothing to sneeze at.
(sneeze)
♪ (eerie) ♪
Um, are you sure you
need those tapestries?
But, of course.
Although, I must admit,
these ruins are a fright.
Look at all the
dirt everywhere.
Ew.
(gasp) Angel!
♪ (threatening) ♪
RARITY: Goodness!
It's practically an
artistic treasure trove
of ancient good taste.
Angel, you really shouldn't
have run off like that.
Ancient ruins are filled with
all sorts of things
that can hurt you.
You could stub your toe
or trip on a loose stone.
You have to be careful.
SPIKE: I don't think I'll need
all these candles, Twilight.
I was really only
scared for a second.
Oh, these aren't
for you, Spike.
We're going to be studying
late into the night
and we're going to need
all the light we can get.
Oh. Great.
APPLEJACK: Well? Here we are!
What's so daring
about this place?
This is where we got the
Elements of Harmony.
When I was just a filly,
Grannie Smith told me
of an ancient legend...
When Nightmare
Moon was banished,
not every last bit of her
dark magic went with her.
Grannie used to say when
night falls on the Castle,
that magic takes the form of...
THE PONY HOOF SHADOWS.
You mean like a ghost?
(ghostly voice)
No pony knows.
Ugh!
(gasp)
This one is perfect!
Well, it certainly could
use some restoration.
Be a dear.
Fly up there and lift
it off that hook.
(struggling whimpers)
Maybe from below?
(clatter)
(rumble)
(slam)
I don't see what's so
daring about an old legend.
Plus, I don't
believe in ghosts.
You might wanna re-think
your position on that.
(frightened screams)
(screams)
(thunderclap)
(high-pitched screams)
(high-pitched screams)
(thunderclap)
You saw that, right?
RUN!
(rumbling)
(slam)
Ow, I think I hurt my wing.
Oh, my dear, I
am so sorry.
That tapestry is
far too heavy.
We'll just have to
find a smaller one.
Oh. Of course.
Where, pray tell, did
you disappear to?
What do you mean?
While you were struggling
under that fabric,
the entire wall
spun around.
You must have activated
a secret door.
Oh, I'm sorry.
I suppose these ruins
are chock-full of them.
Really?
Absolutely.
We must use the
utmost care as we...
(screams)
(slam)
(panting)
RAINBOW DASH: OK. So
maybe the legend is true.
Well, that's why I
brought you here.
I guess only the most
daring pony of all
could stay in this
castle all night
without
being scared off.
(skid)
Scared?
I'm not scared.
Well, me neither!
Then it's settled.
Whoever stays in the Castle the
longest is the Most Daring Pony.
Deal!
(click)
But it's gonna take a lot more
than some shadowy ghost pony
to get me to leave.
Me, too.
Find anything, Spike?
(thud)
Uh... Nope.
Nothing yet.
Aaaaaah!
(rumbling)
Angel?
What are you doing here?
(whoosh)
(gasp)
The Journal of the
Two Sisters.
Maybe this is the book Princess
Celestia was talking about!
I sure hope you're not afraid
of the dark, Applejack.
I can't say that I am,
but even if I was,
I'd be at least fifty percent
less scared of it
than you, Rainbow Dash.
I don't know how all
that math works because
I'm not scared at all.
Me neither.
Huh?
What's the matter?
It's just a dark hallway full
of disembodied pony legs.
Yeah. Nothing
creepy about that.
RARITY: I'm starting to
wonder if maybe this castle
doesn't want my expertise.
Oh, dear.
Angel?
Rarity, have you seen him?
I'm not sure he made the
trip down with us, dear.
Oh, goodness.
We have to find him.
An ancient castle is
no place for a bunny.
He could get hit
by falling debris
or the floor could
give out under him.
Oh! He could be trapped in a
dark place with no way out.
I can only imagine
how that might feel.
Hmmm.
♪ (ominous) ♪
Applejack, if you're scared,
you can just admit it.
You don't need to put
your hoof around me.
APPLEJACK: Uh... I'm over here.
(screams)
(gasp)
Rarity, what is it?
I felt something.
ALIVE!
Angel!
(whirring)
Well, tapestries or no, I have
had just about enough
of secret passages,
mysterious presences
and unappreciative castles.
But we can't leave now.
Not with Angel lost somewhere
in this dangerous old Castle.
He could be trapped
under a crumbling statue
or stuck high in a tower
without food or water
(sobbing) or any friends at all!
(crunch)
Spike, you've got to hear this.
I love to duck behind
the paintings
and though the Hall of Hooves
still gives her a
bit of a fright,
the trap door slide
is Luna's favorite.
Hall of Hooves?
Soon the Organ to the
Outside will be finished.
I can hardly wait.
What's the Organ
to the Outside?
I have no idea.
♪ (blasting chord) ♪
(skid)
Do you hear that?
You mean the creepy sound
of a haunted pipe organ?
Uh... Maybe.
I don't know what
you're talking about.
♪ (pipe organ chord) ♪
Uh, Twilight?
Did you hear something?
Oh, Spike.
Quit being such
a scaredy dragon.
This castle is
thousands of years old
and half of it was destroyed
by Nightmare Moon.
Of course it makes
strange sounds;
it's practically
falling apart.
(clatter)
(giggle)
OK.
Angel? Angel?
I'm sure we'll find him.
Angel?
(Rarity shouts)
Did you find Angel?
Is he OK?
(gasp)
They are perfect!
No castle in its right mind
could possibly object
to my restoring such
exquisite works of art.
Oh, they're lovely, Rarity,
but I have to keep
looking for Angel.
I hope he doesn't think
I've given up on him.
I'm right behind you.
Won't be a moment...
APPLEJACK: Do you think there's
a single room in this Castle
that isn't filled with
terrifying things?
Whoa!
Heh heh.
It's just old pony armor.
What's the big deal?
Yeah.
It's not like it's going
to come to life or anything.
Right?
♪ (pipe organ chord) ♪
Huh?
(thunk)
(scream)
♪♪
(squeal)
(scream)
♪♪
(pop)
♪♪
(frightened shout)
(thunderclap)
Whoa!
(gasp)
(shrill scream)
♪ (organ) ♪
♪ (eerie) ♪
(thunderclap)
(gasp)
Now, you look here, Castle.
You are very old and
very scary,
but your wall art is
in an atrocious state
(whistling wind)
and there is nothing you
can do to keep me
from my sacred task
of restoration.
Uh, Applejack?
If you went back to
Ponyville, that means I win.
Right?
(clatter)
(crash)
(scream)
Rarity?
I know hiding isn't really
your sense of humor,
but please let this be a joke.
♪ (organ blast) ♪
(scream)
(shout)
Rainbow?
Hello?
I guess if I don't find you,
I win by default. Right?
(crashing)
Oof!
(growl)
(squeals)
Of all the castles
in Equestria,
this is by far the
most ungrateful.
Oof!
(thunderclap and whistling wind)
(whisper) Angel!
Rarity?
Oh, I hope you two
are together.
(rumbling)
(frightened shout)
Haunted statues, creepy armor...
Come on, Castle, is
that all you got?
(thunderclap)
(screams of terror)
(whimpers and shouts)
I was only trying to restore
ancient (sobbing) art!
(thunderclap)
(gasp)
Angel?
(grunts)
(cracking)
(crash)
ANGEL!
(rumble)
What it the world is that?
Oh, you know.
Probably just more strange
sounds of this old castle
falling apart.
No one likes sarcasm, Spike.
(screams)
What got into them?
(screams)
It's OK, Angel.
You're OK. YOU'RE OK!
(yell)
Shadows everywhere!
(screams)
(sobbing)
Angel!
All right. Everypony STOP!
Twilight?
Must.
Save.
Angel.
Oh.
Fluttershy?
What are you doing here?
She's with me.
Thank you!
Have you all spent
the whole night
running around
scaring each other?
Well, that depends.
On what?
On whether or not you're
the Pony of Shadows?
What's the Pony of Shadows?
Oh, that's just an
old pony's tale.
♪ (pipe organ) ♪
Then who's playing that?
We're going to find out.
♪♪
♪♪
♪♪
♪♪
(collective gasp)
THE PONY OF SHADOWS!
♪♪
♪♪
Hey, you guys.
Did you know I can
totally play the organ?
Because I didn't.
PINKIE!
Check it out.
♪ (baseball cheer) ♪
You're the Pony
of Shadows?
The Pony of what?
See? What did I tell you?
I thought you had to ring
the school bell all week.
Oh, yeah.
I only had to ring
it for like, five minutes.
They said that was good enough.
I can't imagine why.
(clanging)
So, then I decided to throw a
Finished Ringing The
School Bell party,
but I didn't have
any bluebells
and you can't throw a Finished
Ringing The School Bell party
without bluebells so I went to
Everfree forest to pick some,
but it started to
get so chilly
I had to wrap myself up in
the tarp I was going to use
to carry the flowers.
And then I saw
Fluttershy and Rarity,
but they went into the Castle
before I could invite
them to my party.
Luckily, I followed
them inside
so I could help you all
with your party.
What party is that?
Uh, The Everypony Come To
The Scary Old Castle
And Hide From Each Other While
I Play The Organ Party.
(boing)
(thud)
Duh!
I swear this is going right
back where I found it
just as soon as I've returned
it to its former glory.
Now don't go running off again.
Ooh. I can't believe I
was so frightened.
I guess I let my imagination
get the best of me.
I think we all did.
I always let my imagination
run away from me.
Then it comes back with cake.
Well, it's good to know that
whenever your imagination
is getting away from you, a good
friend can help you rein it in.
And even though I didn't
find anything out
about the mysterious chest,
I'm glad I was here to
help all of you.
You certainly did
that, Twilight.
Yeah, why weren't you scared?
Reading Celestia's diary
made it hard to be afraid
because I knew what it was like
when she and Luna lived here.
Knowing something
about the past
made it easier to deal with my
problems in the present,
even the scary ones.
(murmurs of agreement)
I just thought of a great idea!
Why don't we keep a journal?
Just like the Royal
Pony Sisters?
All of us?
Sure! That way we can
learn from each other.
And maybe someday other
ponies will read it
and learn something too.
What a splendid idea!
I know what my
first entry will be.
Dear Diary, I'm glad Grannie
Smith's legend wasn't true.
Me too.
Me three, because
that means you two
are still tied for
Most Daring Pony!
Ha! Shadow ponies.
How ridiculous is that?
♪ (eerie) ♪
♪ My Little Pony ♪
♪ My Little Pony ♪
♪♪
♪♪
♪ My Little Pony ♪
♪ Friends ♪