1
00:00:01,601 --> 00:00:06,372
<i> Dear Twilight, it is difficult
 to express how grateful I am</i>

2
00:00:06,405 --> 00:00:10,443
<i> to you for teaching me the
 power of friendship.</i>

3
00:00:10,476 --> 00:00:13,179
[grunts]

4
00:00:13,212 --> 00:00:16,315
<i> You would think after more
 than a thousand years,</i>

5
00:00:16,348 --> 00:00:18,584
<i> there would be nothing
 left to learn</i>

6
00:00:18,617 --> 00:00:25,058
[whistling wind]

7
00:00:25,091 --> 00:00:31,197
<i> And yet, even a pony as old as
 I can continue to be surprised</i>

8
00:00:31,230 --> 00:00:33,533
<i> by how much there
 is to know.</i>

9
00:00:38,104 --> 00:00:44,644
♪♪

10
00:00:47,680 --> 00:00:50,249
"I hope you find these
postcards enjoyable

11
00:00:50,282 --> 00:00:52,351
and I look forward to
seeing you again,

12
00:00:52,384 --> 00:00:55,088
though I can't say when my
journey will be complete.

13
00:00:55,121 --> 00:00:57,123
Your friend, Starswirl."

14
00:00:57,156 --> 00:01:01,494
♪♪

15
00:01:01,527 --> 00:01:03,696
It must be gratifying to have
your idol writing to you

16
00:01:03,729 --> 00:01:06,299
about the friendship
lessons he's learning.

17
00:01:06,332 --> 00:01:08,101
I'm not sure I'll
ever get used to it.

18
00:01:08,134 --> 00:01:11,370
Of course, if he really wants
to learn about friendship,

19
00:01:11,403 --> 00:01:13,073
he could just come
to our school.

20
00:01:13,906 --> 00:01:15,441
Professor Sparkle?

21
00:01:15,474 --> 00:01:19,846
The Mail Pony just came
with uh, a few things.

22
00:01:19,879 --> 00:01:21,781
[door squeaks as it opens]

23
00:01:21,814 --> 00:01:25,552
Oo! The sewing machines
I ordered for my class!

24
00:01:26,418 --> 00:01:28,121
These came, too.

25
00:01:28,154 --> 00:01:29,756
I wasn't sure what
to make of them.

26
00:01:33,425 --> 00:01:35,261
These machines were costly,

27
00:01:35,294 --> 00:01:36,863
but I am quite certain
the friendship lessons

28
00:01:36,896 --> 00:01:39,799
I can teach my students with
them will be invaluable.

29
00:01:39,832 --> 00:01:41,701
[Twilight sighs]

30
00:01:41,734 --> 00:01:43,202
Don't worry, darling.

31
00:01:43,235 --> 00:01:44,403
I'll think of something

32
00:01:44,436 --> 00:01:46,405
and I didn't use school
funds to buy these.

33
00:01:46,438 --> 00:01:49,142
I made the purchase
entirely with my own bits.

34
00:01:49,175 --> 00:01:51,544
It's not that. It's this.

35
00:01:52,745 --> 00:01:54,714
"Why waste your time at
a friendship school

36
00:01:54,747 --> 00:01:56,415
that's just a school?

37
00:01:56,448 --> 00:02:01,421
Learn everything they teach and
more at Friendship University!"

38
00:02:04,223 --> 00:02:07,660
<i> ♪ My little pony,
 my little pony ♪</i>

39
00:02:07,693 --> 00:02:09,462
<i> ♪ Aaaahhh ♪</i>

40
00:02:09,495 --> 00:02:12,498
<i> ♪ My little Pony ♪</i>

41
00:02:12,531 --> 00:02:14,167
<i> ♪ I used to wonder what
 friendship could be. ♪</i>

42
00:02:14,200 --> 00:02:16,169
<i> ♪ My Little Pony ♪</i>

43
00:02:16,202 --> 00:02:18,437
<i> ♪ Until you all shared
 its magic with me. ♪</i>

44
00:02:18,470 --> 00:02:20,439
<i> ♪ Big adventure! ♪
 ♪ Tons of fun ♪</i>

45
00:02:20,472 --> 00:02:22,575
<i> ♪ A beautiful heart! ♪
 ♪ Faithful and strong! ♪</i>

46
00:02:22,608 --> 00:02:24,710
<i> ♪ Sharing kindness ♪
 ♪ it's an easy feat ♪</i>

47
00:02:24,743 --> 00:02:26,879
<i> ♪ And magic makes it
 all complete! ♪</i>

48
00:02:26,912 --> 00:02:28,814
<i> ♪ To have my little pony ♪</i>

49
00:02:28,847 --> 00:02:32,585
<i> ♪ Do you know you're all
 my very best friends? ♪</i>

50
00:02:32,618 --> 00:02:33,620
♪♪

51
00:02:40,359 --> 00:02:42,562
Who would open
another friendship school?

52
00:02:42,595 --> 00:02:45,665
I'm sure it's nothing
to worry about.

53
00:02:45,698 --> 00:02:47,733
You're the Princess
of Friendship.

54
00:02:47,766 --> 00:02:49,902
What could this other
school possibly offer?

55
00:02:49,935 --> 00:02:54,440
It isn't just another friendship
school, it's a University!

56
00:02:54,473 --> 00:02:57,410
It says they teach
"the same lessons

57
00:02:57,443 --> 00:02:59,478
of competing schools
in half the time."

58
00:02:59,511 --> 00:03:01,280
That's twice the
learning!

59
00:03:01,313 --> 00:03:03,549
And it's in Las Pegasus?

60
00:03:03,582 --> 00:03:07,720
If Professor Rarity lets us skip
her sewing class -- ROAD TRIP!

61
00:03:07,753 --> 00:03:09,488
[excited chatter]

62
00:03:09,521 --> 00:03:12,492
I think we need to
look into this school.

63
00:03:13,892 --> 00:03:16,796
I don't like to judge
solely on appearances,

64
00:03:16,829 --> 00:03:20,967
but what kind of
friendship school is this?

65
00:03:21,000 --> 00:03:23,903
Only the best friendship
school in the West...

66
00:03:23,936 --> 00:03:26,206
and maybe all of Equestria!

67
00:03:27,473 --> 00:03:30,743
[excited shouts]

68
00:03:38,917 --> 00:03:41,487
There's more ponies in here
than at our whole school.

69
00:03:41,520 --> 00:03:43,723
Who is running this place?

70
00:03:43,756 --> 00:03:45,725
[Male voice] Welcome, friends.

71
00:03:45,758 --> 00:03:49,462
You are about to embark on a
journey of amazing magnitude,

72
00:03:49,495 --> 00:03:51,998
one that will change
your lives forever.

73
00:03:52,031 --> 00:03:55,001
Prepare yourselves to
embrace a new path

74
00:03:55,034 --> 00:03:59,338
and become students of
FRIENDSHIP U!

75
00:03:59,371 --> 00:04:01,507
Flim and Flam. Of course.

76
00:04:01,540 --> 00:04:03,409
<i> ♪ If you're alone and you
 can't make friends ♪</i>

77
00:04:03,442 --> 00:04:05,745
<i> ♪ we understand your plight ♪</i>

78
00:04:05,778 --> 00:04:07,780
<i> ♪ Until now there was
 just one way ♪</i>

79
00:04:07,813 --> 00:04:09,949
<i> ♪ your friendships could
 take flight ♪</i>

80
00:04:09,982 --> 00:04:12,018
<i> ♪ There is a school
 real far away ♪</i>

81
00:04:12,051 --> 00:04:14,287
<i> ♪ that'll teach you
 what to know ♪</i>

82
00:04:14,320 --> 00:04:17,290
<i> ♪ But if you live here
 you couldn't stay ♪</i>

83
00:04:17,323 --> 00:04:19,625
<i> ♪ you'd learn you have to go ♪</i>

84
00:04:19,658 --> 00:04:21,694
[sad sighs]

85
00:04:21,727 --> 00:04:24,497
<i> ♪ Now there is an alternative
 to all of that adversity ♪</i>

86
00:04:24,530 --> 00:04:25,898
<i> ♪ Not just a school
 I'll have you know ♪</i>

87
00:04:25,931 --> 00:04:30,636
<i> ♪ But a whole University! ♪</i>

88
00:04:30,669 --> 00:04:34,073
<i> ♪ At Friendship U
 our aim is true ♪</i>

89
00:04:34,106 --> 00:04:37,843
<i> ♪ In a city not
 some backwater ♪</i>

90
00:04:37,876 --> 00:04:39,779
<i> ♪ You'll learn the
 things you need to know ♪</i>

91
00:04:39,812 --> 00:04:43,082
<i> ♪ At our new alma mater! ♪</i>

92
00:04:43,115 --> 00:04:44,050
That's it, everypony!

93
00:04:44,083 --> 00:04:45,251
You heard correctly!

94
00:04:45,284 --> 00:04:48,454
Friendship U, the one and only
University of friendship!

95
00:04:48,487 --> 00:04:51,791
<i> ♪ As you can see we're a
 success by any kind of stat ♪</i>

96
00:04:51,824 --> 00:04:55,461
<i> ♪ That may be so for all I
 know but I still smell a rat ♪</i>

97
00:04:55,494 --> 00:04:58,864
<i> ♪ Everypony lookie here that
 other school's headmare! ♪</i>

98
00:04:58,897 --> 00:05:04,403
<i> ♪ Her presence is a testament
 to the mutual respect we share</i>

99
00:05:04,436 --> 00:05:05,704
What? No it isn't!

100
00:05:05,738 --> 00:05:11,677
<i> ♪ It really is the final piece
 to make our work complete ♪</i>

101
00:05:11,710 --> 00:05:13,879
<i> ♪ To have the
 Friendship Princess ♪</i>

102
00:05:13,912 --> 00:05:17,049
<i> ♪ bless our school is
 such a treat ♪</i>

103
00:05:17,082 --> 00:05:18,818
Were so honoured!

104
00:05:18,851 --> 00:05:23,489
<i> ♪ At Friendship U
 we teach to you AND YOU! ♪</i>

105
00:05:23,522 --> 00:05:26,625
<i> ♪ All of our friendship
 knowledge ♪</i>

106
00:05:26,658 --> 00:05:28,661
<i> ♪ You'll learn it all
 in half the time ♪</i>

107
00:05:28,694 --> 00:05:31,097
<i> ♪ at the one and only
 friendship college ♪</i>

108
00:05:33,465 --> 00:05:35,968
But how can anypony learn
friendship in half the time!

109
00:05:36,001 --> 00:05:38,571
Our coursework is
so accelerated

110
00:05:38,604 --> 00:05:40,539
to take longer'd
be a crime!

111
00:05:40,572 --> 00:05:41,907
<i> ♪ The lessons that we teach ♪</i>

112
00:05:41,940 --> 00:05:43,943
<i> ♪ Have been reviewed and
 checked and edited ♪</i>

113
00:05:43,976 --> 00:05:48,714
<i> ♪ Which might explain
 why our school's about
 to be accredited ♪</i>

114
00:05:48,747 --> 00:05:51,817
<i> ♪ At Friendship U
 Oh yes, it's true ♪</i>

115
00:05:51,850 --> 00:05:55,955
<i> ♪ Even the Princess of
 Friendship agrees ♪</i>

116
00:05:55,988 --> 00:06:00,993
<i> ♪ The only place in
 Equestria to give out
 friendship degrees! ♪</i>

117
00:06:01,026 --> 00:06:02,695
Yeah!

118
00:06:02,728 --> 00:06:04,530
Friendship U!

119
00:06:04,563 --> 00:06:06,132
Friendship U!

120
00:06:06,165 --> 00:06:07,833
Friendship U!

121
00:06:07,866 --> 00:06:09,135
That's it, everypony!

122
00:06:09,168 --> 00:06:10,569
Let's hear it!

123
00:06:10,602 --> 00:06:13,105
Tell us again why
it's the best!

124
00:06:13,138 --> 00:06:18,444
<i> ♪ It's the only University
 of Friendship U! ♪</i>

125
00:06:18,477 --> 00:06:21,647
♪♪

126
00:06:21,680 --> 00:06:22,849
Yeah!

127
00:06:24,783 --> 00:06:26,018
Accredited?

128
00:06:26,051 --> 00:06:28,554
It means officially
recognized or authorized

129
00:06:28,587 --> 00:06:30,022
We know what it means.

130
00:06:30,055 --> 00:06:32,158
But who would
accredit this place?

131
00:06:32,191 --> 00:06:35,428
Why the EEA, of course!

132
00:06:36,795 --> 00:06:39,031
Chancellor Neighsay?

133
00:06:39,064 --> 00:06:42,134
The Equestria Educational
Association has taken an

134
00:06:42,167 --> 00:06:45,438
interest in institutions
that teach friendship

135
00:06:45,471 --> 00:06:47,907
in a pony-first environment.

136
00:06:47,940 --> 00:06:49,508
Surely you didn't
think your school

137
00:06:49,541 --> 00:06:51,877
has a monopoly on
the concept?

138
00:06:51,910 --> 00:06:54,513
Well, she did write
the book on it

139
00:06:54,546 --> 00:06:55,848
Ah, yes.

140
00:06:55,881 --> 00:06:58,517
"How to teach
friendship to creatures

141
00:06:58,550 --> 00:07:02,154
who will one day use it as
a weapon against us."

142
00:07:02,187 --> 00:07:04,557
How could they use
friendship as a weapon?

143
00:07:04,590 --> 00:07:06,992
You tell me; it's your book.

144
00:07:07,025 --> 00:07:10,196
Meantime, this university
appears to be a promising option

145
00:07:10,229 --> 00:07:15,868
for ponies who'd prefer to stick
to the EEA book on the subject.

146
00:07:15,901 --> 00:07:17,570
You can't be serious.

147
00:07:17,603 --> 00:07:19,638
They're obviously
up to something.

148
00:07:19,671 --> 00:07:20,840
It's Flim and Flam!

149
00:07:20,873 --> 00:07:22,007
[indignant gasp]

150
00:07:22,040 --> 00:07:25,711
Well, that certainly
wasn't friendly.

151
00:07:25,744 --> 00:07:29,215
One would think the headmare
of a school of friendship,

152
00:07:29,248 --> 00:07:33,686
albeit an unaccredited one,
would behave differently.

153
00:07:33,719 --> 00:07:38,724
Unless she was trying to
undermine the competition? Hmm?

154
00:07:38,757 --> 00:07:40,025
[gasp]

155
00:07:40,058 --> 00:07:43,162
I... No... What? I am not!

156
00:07:43,195 --> 00:07:45,831
I did think the Princess of
Friendship would be friendlier.

157
00:07:45,864 --> 00:07:47,967
Now, now fillies
and gentlecolts,

158
00:07:48,000 --> 00:07:51,637
let's show the Princess
just how friendly we are

159
00:07:51,670 --> 00:07:54,673
by signing up for
some classes!

160
00:07:54,706 --> 00:08:01,146
[excited chatter]

161
00:08:01,179 --> 00:08:03,749
Why don't I show you around?

162
00:08:07,252 --> 00:08:10,256
I'm sorry, but approval from
the EEA won't convince me

163
00:08:10,289 --> 00:08:12,558
that this school is
what you promise.

164
00:08:12,591 --> 00:08:15,995
And what would it
take to convince you?

165
00:08:16,028 --> 00:08:19,164
Well, somepony who's
opinion I respect, for one.

166
00:08:19,197 --> 00:08:25,271
Really? Somepony like this?

167
00:08:25,304 --> 00:08:26,872
[gasp]

168
00:08:26,905 --> 00:08:28,274
Twilight?

169
00:08:28,307 --> 00:08:29,775
Uh oh.

170
00:08:33,912 --> 00:08:37,016
Starswirl? What are
you doing here?

171
00:08:37,049 --> 00:08:41,687
Why, studying friendship at Flim
and Flam's wonderful school!

172
00:08:41,720 --> 00:08:43,022
Oh, please.

173
00:08:43,055 --> 00:08:45,224
I think I know a
disguise when I see one.

174
00:08:45,257 --> 00:08:47,826
Take off that
ridiculous beard!

175
00:08:47,859 --> 00:08:49,862
FLAM!

176
00:08:49,895 --> 00:08:50,829
[stretching sound]

177
00:08:50,862 --> 00:08:51,997
[grunt of pain]

178
00:08:52,030 --> 00:08:53,265
How's it going in here?

179
00:08:53,298 --> 00:08:55,100
[stretching sound]

180
00:08:55,133 --> 00:08:55,968
[snap]

181
00:08:56,001 --> 00:08:58,637
It-it's really me.

182
00:08:58,670 --> 00:09:00,773
I'd heard rumors
you've returned,

183
00:09:00,806 --> 00:09:02,875
but I didn't believe
it until now.

184
00:09:02,908 --> 00:09:05,644
And if a pony of your
stature is studying here,

185
00:09:05,677 --> 00:09:09,215
there really isn't anything
else I need to see.

186
00:09:10,616 --> 00:09:14,320
I, Chancellor Neighsay,
hereby confer upon Friendship

187
00:09:14,353 --> 00:09:20,159
University complete and
unreserved EEA accreditation!

188
00:09:22,027 --> 00:09:24,163
I-I don't understand.

189
00:09:24,196 --> 00:09:26,999
Why would you come
here and not my school?

190
00:09:27,032 --> 00:09:29,101
My travels brought
me to Las Pegasus.

191
00:09:29,134 --> 00:09:30,869
I didn't come for the school,

192
00:09:30,902 --> 00:09:34,106
but Flim and Flam convinced
me to try it out.

193
00:09:34,139 --> 00:09:36,041
[Twilight] You can't
trust Flim and Flam!

194
00:09:36,074 --> 00:09:38,744
They tried to con the
Apples out of their farm!

195
00:09:38,777 --> 00:09:40,279
They sold fake health tonic!

196
00:09:40,312 --> 00:09:42,615
They run a resort
in Las Pegasus!

197
00:09:42,648 --> 00:09:46,785
Technically, our resort
is a legitimate business.

198
00:09:46,818 --> 00:09:48,287
I spent a thousand years

199
00:09:48,320 --> 00:09:51,090
thinking the worst
of a "bad" pony.

200
00:09:51,123 --> 00:09:53,392
You taught me to look
for the best in him.

201
00:09:53,425 --> 00:09:55,928
Whatever Flim and
Flam's past may be,

202
00:09:55,961 --> 00:10:00,966
starting this school shows they
want to change for the better.

203
00:10:00,999 --> 00:10:02,835
I wish I could believe that.

204
00:10:02,868 --> 00:10:04,870
Besides, what's untrustworthy

205
00:10:04,903 --> 00:10:06,972
about opening a
school of friendship?

206
00:10:07,005 --> 00:10:09,842
They don't even
charge for classes.

207
00:10:09,875 --> 00:10:11,110
I don't know.

208
00:10:11,143 --> 00:10:12,845
But I know they're
up to something

209
00:10:12,878 --> 00:10:13,846
and until I find out,

210
00:10:13,879 --> 00:10:17,750
I'm begging you, come
to my school instead.

211
00:10:17,783 --> 00:10:22,354
I understand feeling
threatened by competition.

212
00:10:22,387 --> 00:10:26,759
But my word, Princess, I
wonder if the ill-manners

213
00:10:26,792 --> 00:10:30,796
of the creatures at your
school aren't contagious.

214
00:10:30,829 --> 00:10:34,300
I think I will take my leave
before I become infected.

215
00:10:36,401 --> 00:10:39,838
Twilight, I promise I'll
visit your school soon,

216
00:10:39,871 --> 00:10:45,077
but for now, perhaps it's
best if you return there.

217
00:10:47,813 --> 00:10:50,082
You don't think they're running
an actual friendship school,

218
00:10:50,115 --> 00:10:51,383
do you?

219
00:10:51,416 --> 00:10:52,685
Darling, of course not.

220
00:10:52,718 --> 00:10:55,220
Which is why we
have to investigate!

221
00:10:55,253 --> 00:10:57,189
But we can't go poking
around the school.

222
00:10:57,222 --> 00:10:58,957
Everypony'll think
I'm still just

223
00:10:58,990 --> 00:11:00,793
"threatened by
the competition."

224
00:11:00,826 --> 00:11:05,764
Only if we do it
as ourselves.

225
00:11:05,797 --> 00:11:08,701
[door opens and closes]

226
00:11:08,734 --> 00:11:11,403
♪♪

227
00:11:11,436 --> 00:11:12,838
In these disguises,

228
00:11:12,871 --> 00:11:15,340
we could pass as students
at out own school.

229
00:11:15,373 --> 00:11:16,441
I don't know, Rarity.

230
00:11:16,474 --> 00:11:20,446
Ah-ah. What did I say about
using our real names?

231
00:11:20,479 --> 00:11:22,214
[door opens]

232
00:11:22,247 --> 00:11:26,085
Sorry, "Plainity." But
I'm pretty sure this

233
00:11:26,118 --> 00:11:28,253
isn't enough of a disguise.

234
00:11:28,286 --> 00:11:29,154
[door closes]

235
00:11:29,187 --> 00:11:32,858
Hey, strangers. Are
you two new here?

236
00:11:32,891 --> 00:11:35,494
We sure are. Completely new!

237
00:11:35,527 --> 00:11:37,996
Great! See you in class!

238
00:11:38,029 --> 00:11:39,230
[excited squeal]

239
00:11:39,264 --> 00:11:43,068
Now, I've read enough Shadow
Spade to know the key to going

240
00:11:43,101 --> 00:11:45,404
undercover is rehearsing
your backstory.

241
00:11:45,437 --> 00:11:46,472
[ahem]

242
00:11:46,505 --> 00:11:50,375
I'm "Plainity" and I love
bland-old-normal stuff.

243
00:11:50,408 --> 00:11:52,010
No frills for me.

244
00:11:52,043 --> 00:11:55,013
OK, your turn.

245
00:11:55,046 --> 00:11:57,883
[groan] My name's Eyepatch.
I have an eyepatch.

246
00:11:57,916 --> 00:11:59,351
Perfect!

247
00:11:59,384 --> 00:12:02,488
Now, how do we start
our investigation?

248
00:12:02,521 --> 00:12:03,889
I think we should split up.

249
00:12:03,922 --> 00:12:05,157
You enroll in some classes

250
00:12:05,190 --> 00:12:07,126
and find out what they're
actually teaching.

251
00:12:07,159 --> 00:12:08,994
I'll look around and
see what I can find,

252
00:12:09,027 --> 00:12:12,064
assuming I'm not recognized.

253
00:12:13,198 --> 00:12:15,033
Welcome, newest students!

254
00:12:15,066 --> 00:12:16,502
Let's dive right in, shall we?

255
00:12:16,535 --> 00:12:18,904
One of the most important
elements of friendship

256
00:12:18,937 --> 00:12:21,840
is being thoughtful,
true or false?

257
00:12:21,873 --> 00:12:24,510
[eager chatter]

258
00:12:24,543 --> 00:12:28,347
If by thoughtful you mean
generous, I'd say true.

259
00:12:28,380 --> 00:12:30,115
Correct!

260
00:12:30,148 --> 00:12:31,250
It was a trick question.

261
00:12:31,283 --> 00:12:33,318
Very impressive, Ms...?

262
00:12:33,351 --> 00:12:34,586
Plainity.

263
00:12:34,619 --> 00:12:37,222
Well, well well, Ms. Plainity,
keep it up and you'll be ready

264
00:12:37,255 --> 00:12:39,792
for our next level in no time!

265
00:12:39,825 --> 00:12:42,461
[impressed sighs]

266
00:12:42,494 --> 00:12:45,430
Now, let's see if you can
demonstrate for the class.

267
00:12:45,463 --> 00:12:49,368
What's something generous you
could do for me right now?

268
00:12:51,169 --> 00:12:57,843
♪♪

269
00:12:57,876 --> 00:13:01,346
Class, Plainity here
is now my star pupil.

270
00:13:01,379 --> 00:13:04,483
If any of you want a chance
at studying with Starswirl,

271
00:13:04,516 --> 00:13:07,953
I'd take notes on
her every action.

272
00:13:13,458 --> 00:13:14,626
Hello?

273
00:13:14,659 --> 00:13:17,896
The door is open, so I'll just
assume it's OK to come in

274
00:13:17,929 --> 00:13:21,867
and look around, unless
somepony says it's not.

275
00:13:21,900 --> 00:13:23,402
All right, then.

276
00:13:27,873 --> 00:13:30,976
"The Element of Laughter
and its applications."

277
00:13:31,009 --> 00:13:33,479
OK, that seems pretty genuine.

278
00:13:35,247 --> 00:13:36,882
"When to support your
friends' decisions

279
00:13:36,915 --> 00:13:38,417
and when to talk sense."

280
00:13:38,450 --> 00:13:41,821
Huh, that's actually
kind of interesting.

281
00:13:42,654 --> 00:13:46,491
Ah-ha! "Friendship
University's true goal

282
00:13:46,524 --> 00:13:50,896
is to help friends
become better friends?"

283
00:13:50,929 --> 00:13:53,031
Where is the proof
that it's all a scam?

284
00:13:53,064 --> 00:13:55,000
There isn't any...

285
00:13:56,268 --> 00:13:57,870
[shutter click]

286
00:13:57,903 --> 00:13:59,605
Twilight Sparkle!

287
00:13:59,638 --> 00:14:03,141
Did you really think an eye
patch was enough of a disguise?

288
00:14:03,174 --> 00:14:04,977
No, I didn't!

289
00:14:05,010 --> 00:14:08,146
Well, then we agree that
everypony will recognize the

290
00:14:08,179 --> 00:14:11,183
Princess of Friendship
in this photo of you

291
00:14:11,216 --> 00:14:13,919
sneaking into our office.

292
00:14:13,952 --> 00:14:17,890
I can see the headline
now, "Princess of Jealousy!

293
00:14:17,923 --> 00:14:21,460
Twilight Sparkle bent on
ruining her competition!"

294
00:14:21,493 --> 00:14:23,028
So sad.

295
00:14:23,061 --> 00:14:26,899
A news story like that
would destroy your reputation.

296
00:14:26,932 --> 00:14:32,071
Nopony will want to go to
your school after that.

297
00:14:36,574 --> 00:14:41,546
Just wait until the
papers get a hold of this.

298
00:14:41,579 --> 00:14:43,181
Princess Unhinged!

299
00:14:43,214 --> 00:14:45,517
It'll be the talk of Equestria.

300
00:14:45,550 --> 00:14:49,054
Well, gentleponies, I've
finished another stack.

301
00:14:49,087 --> 00:14:52,391
The lessons in these worksheets
are quite fascinating.

302
00:14:52,424 --> 00:14:54,626
Twilight? What's
going on here?

303
00:14:54,659 --> 00:14:58,997
Just your protégé getting
caught snooping in our office

304
00:14:59,030 --> 00:15:02,501
in disguise! Well, sort of.

305
00:15:02,534 --> 00:15:07,573
Honestly, Princess Twilight,
envy does not look good on you.

306
00:15:09,207 --> 00:15:10,542
I'm not envious!

307
00:15:10,575 --> 00:15:12,411
I know these two
are up to something.

308
00:15:12,444 --> 00:15:15,180
I'm just trying
to find out what!

309
00:15:15,213 --> 00:15:18,150
The only pony I see who's up
to something is the pony

310
00:15:18,183 --> 00:15:22,187
in this picture, and it is
not the Princess I know.

311
00:15:24,322 --> 00:15:28,393
Well, it's about to be the
Princess all of Equestria knows.

312
00:15:28,426 --> 00:15:29,594
Unless...

313
00:15:29,627 --> 00:15:34,232
you decided to drop the whole,
"uncover the scam" thing.

314
00:15:34,265 --> 00:15:36,635
Then we'll rip this silly
picture up and not let it

315
00:15:36,668 --> 00:15:40,339
completely and utterly
ruin you and your school.

316
00:15:41,106 --> 00:15:42,507
[moan]

317
00:15:42,540 --> 00:15:45,310
You can be generous with
all sorts of things.

318
00:15:45,343 --> 00:15:48,113
Gifts, compliments, your time.

319
00:15:48,146 --> 00:15:52,150
[excited chatter]

320
00:15:52,183 --> 00:15:53,285
Hey, Eyepatch!

321
00:15:53,318 --> 00:15:54,753
Where's your eyepatch?

322
00:15:54,786 --> 00:15:56,188
Was your cover blown?

323
00:15:56,221 --> 00:15:57,656
You could say that.

324
00:15:57,689 --> 00:16:01,059
Flim and Flam took a picture of
me sneaking into their office.

325
00:16:01,092 --> 00:16:04,062
Were we wearing our eye patch?

326
00:16:04,095 --> 00:16:06,365
If I don't stop investigating,
they're going to tell everypony

327
00:16:06,398 --> 00:16:08,066
that I'm trying to
sabotage their school

328
00:16:08,099 --> 00:16:09,334
because I'm jealous.

329
00:16:09,367 --> 00:16:10,369
But but but...

330
00:16:10,402 --> 00:16:11,737
that's ridiculous!

331
00:16:11,770 --> 00:16:12,738
I don't know.

332
00:16:12,771 --> 00:16:15,207
Maybe I am just upset
that Starswirl came here

333
00:16:15,240 --> 00:16:16,608
instead of my school.

334
00:16:16,641 --> 00:16:19,211
Flim and Flam may have
turned over a new leaf.

335
00:16:19,244 --> 00:16:21,747
We should probably just go home.

336
00:16:21,780 --> 00:16:24,549
Twilight, you are not
the kind of pony

337
00:16:24,582 --> 00:16:26,618
to let your emotions
cloud your judgement.

338
00:16:26,651 --> 00:16:29,087
If you think Flim and
Flam are up to no good,

339
00:16:29,120 --> 00:16:30,088
you can't give up,

340
00:16:30,121 --> 00:16:33,091
even if their lessons
really are impressive.

341
00:16:33,124 --> 00:16:34,393
Wait. WHAT?

342
00:16:34,426 --> 00:16:37,162
Which reminds me. Can you
get a message to Spike?

343
00:16:37,195 --> 00:16:38,797
I want to return
those sewing machines.

344
00:16:38,830 --> 00:16:41,533
I need the bits if I'm going
to keep advancing here.

345
00:16:41,566 --> 00:16:44,469
Tuition's free, but the
worksheets sure aren't.

346
00:16:48,540 --> 00:16:51,209
Flim and Flam are
charging for these?

347
00:16:51,242 --> 00:16:53,345
Well, they have
to cover expenses,

348
00:16:53,378 --> 00:16:55,447
and Flam insists that
everything extra

349
00:16:55,480 --> 00:16:58,116
goes to improving
the school and...

350
00:16:58,149 --> 00:16:59,785
This is the scam, isn't it?

351
00:16:59,818 --> 00:17:01,720
Let's find out!

352
00:17:04,489 --> 00:17:06,658
These lessons are
so valuable.

353
00:17:06,691 --> 00:17:08,794
Are you sure I
can't give you more?

354
00:17:08,827 --> 00:17:10,695
Ah ah ah! Unnecessary!

355
00:17:10,728 --> 00:17:13,532
Being able to share them
with a pony like you

356
00:17:13,565 --> 00:17:16,201
is our real reward.

357
00:17:20,271 --> 00:17:26,411
Oh, my. And you want to study
alongside Starswirl, hm?

358
00:17:26,444 --> 00:17:28,447
It's all I have.

359
00:17:31,149 --> 00:17:32,551
[rip]

360
00:17:34,452 --> 00:17:36,822
Come back for the rest
when you can afford it.

361
00:17:36,855 --> 00:17:39,658
Wait! I'll sell the
shirt off my back!

362
00:17:39,691 --> 00:17:41,793
That's the kind of
determination that'll get you

363
00:17:41,826 --> 00:17:45,230
to the next level, student
whose name I know!

364
00:17:49,300 --> 00:17:51,870
Twilight, maybe I should
take over the investigation.

365
00:17:51,903 --> 00:17:53,572
Think of your reputation!

366
00:17:53,605 --> 00:17:56,174
My reputation isn't worth
much if I won't risk it

367
00:17:56,207 --> 00:17:57,509
for what I think is right.

368
00:17:57,542 --> 00:18:00,245
Besides, I have a plan.

369
00:18:00,278 --> 00:18:02,881
♪♪

370
00:18:02,914 --> 00:18:03,882
[door creaks]

371
00:18:03,915 --> 00:18:10,856
♪♪

372
00:18:12,891 --> 00:18:14,259
[slam]

373
00:18:14,292 --> 00:18:21,133
♪♪

374
00:18:21,166 --> 00:18:24,469
Well, brother of mine, we've got
almost all the bits we need

375
00:18:24,502 --> 00:18:26,138
to expand our resort.

376
00:18:26,171 --> 00:18:28,607
If we add anther level of
classes and worksheets,

377
00:18:28,640 --> 00:18:29,875
we'll be there!

378
00:18:29,908 --> 00:18:33,478
Maybe we should add two
levels, just to be safe.

379
00:18:33,511 --> 00:18:37,349
[beep and power up]

380
00:18:37,382 --> 00:18:38,750
[splashing]

381
00:18:38,783 --> 00:18:41,453
Ah! It's a thing of beauty.

382
00:18:41,486 --> 00:18:42,687
But I was thinking,

383
00:18:42,720 --> 00:18:46,925
what if we added another
extreme pool slide here?

384
00:18:46,958 --> 00:18:50,328
Sure, as long as the pipes for
the musical chocolate fountain

385
00:18:50,361 --> 00:18:52,397
go through here.

386
00:18:52,430 --> 00:18:53,498
[Twilight] But
shouldn't it go closer

387
00:18:53,531 --> 00:18:55,700
to the pudding
hot tub here?

388
00:18:55,733 --> 00:18:57,836
Fair point, but-- WHAT?

389
00:18:57,869 --> 00:19:00,438
I knew your school was a scam.

390
00:19:00,471 --> 00:19:02,274
Well, well, well.

391
00:19:02,307 --> 00:19:04,509
If it isn't the
Princess of Jealousy.

392
00:19:04,542 --> 00:19:07,679
I guess we'll be going
to the papers after all.

393
00:19:07,712 --> 00:19:09,681
And I suppose I'll just
lead your students

394
00:19:09,714 --> 00:19:13,585
into this secret room of bits
and resort expansion plans!

395
00:19:13,618 --> 00:19:16,621
Let's not get hasty.

396
00:19:16,654 --> 00:19:19,558
You have something on us;
we have something on you.

397
00:19:19,591 --> 00:19:21,493
Let's just call it even.

398
00:19:21,526 --> 00:19:22,761
I don't think so.

399
00:19:22,794 --> 00:19:24,930
You can destroy my
reputation if you want,

400
00:19:24,963 --> 00:19:28,500
but using your students' bits to
expand your resort is wrong,

401
00:19:28,533 --> 00:19:30,969
even if the lessons you
teach are good ones.

402
00:19:31,002 --> 00:19:32,437
Of course, they're good.

403
00:19:32,470 --> 00:19:34,873
We copied them from your book.

404
00:19:34,906 --> 00:19:36,575
We just skipped
every other page.

405
00:19:36,608 --> 00:19:38,843
"All the lessons,
half the time!"

406
00:19:38,876 --> 00:19:41,580
Fine. If you really
want to call it even,

407
00:19:41,613 --> 00:19:44,683
give back the bits and stop
charging for my lessons.

408
00:19:44,716 --> 00:19:47,786
Then you can teach them
as much as you like.

409
00:19:47,819 --> 00:19:50,789
Nah! Running a school is
more work than we thought.

410
00:19:50,822 --> 00:19:54,226
Besides, we almost have
everything we need.

411
00:19:54,259 --> 00:19:55,894
I think not!

412
00:19:55,927 --> 00:19:57,329
Plainity?

413
00:19:57,362 --> 00:19:59,264
My star pupil?

414
00:19:59,297 --> 00:20:01,266
Not Plainity, but...

415
00:20:01,299 --> 00:20:02,834
Rarity!

416
00:20:02,867 --> 00:20:03,969
Who?

417
00:20:04,002 --> 00:20:05,604
We decided to bring
somepony else here

418
00:20:05,637 --> 00:20:08,940
to listen to everything
you just said!

419
00:20:08,973 --> 00:20:12,944
Hey! Starswirl. We
were just about to--

420
00:20:12,977 --> 00:20:14,946
Return the bits
you've collected from

421
00:20:14,979 --> 00:20:18,250
your students and
close your school?

422
00:20:18,283 --> 00:20:20,485
[gulp] Yeah. That.

423
00:20:20,518 --> 00:20:25,991
♪♪

424
00:20:26,024 --> 00:20:29,294
Ah, it seems I'll
never stop learning

425
00:20:29,327 --> 00:20:31,263
from your example,
Twilight.

426
00:20:31,296 --> 00:20:35,000
It is a valuable lesson to stand
up for what you know is true.

427
00:20:35,033 --> 00:20:36,868
I wish I had known it too.

428
00:20:36,901 --> 00:20:38,970
Thanks for returning our bits,

429
00:20:39,003 --> 00:20:42,440
but how are we going to
learn about friendship now?

430
00:20:42,473 --> 00:20:45,277
[disappointed murmurs]

431
00:20:45,310 --> 00:20:49,514
Well, I can refer you to a
fairly reputable establishment

432
00:20:49,547 --> 00:20:51,583
just outside of Ponyville.

433
00:20:51,616 --> 00:20:55,787
I'm quite certain the headmare
would consider letting you in.

434
00:20:55,820 --> 00:20:57,522
[giggled agreement]

435
00:20:57,555 --> 00:20:59,024
[cheers]

436
00:20:59,057 --> 00:21:01,893
"Of course, if I ever
go to a school again,

437
00:21:01,926 --> 00:21:05,930
I'll make sure it's yours.
In friendship, Starswirl."

438
00:21:05,963 --> 00:21:07,899
I still don't understand
how Flim and Flam

439
00:21:07,932 --> 00:21:10,535
could have gotten
a copy of your book.

440
00:21:10,568 --> 00:21:13,004
I finished straightening
up in the library.

441
00:21:13,037 --> 00:21:15,540
Professor Rarity, I just
wanted to make sure

442
00:21:15,573 --> 00:21:17,742
you're definitely
keeping these.

443
00:21:17,775 --> 00:21:18,943
But of course, darling.

444
00:21:18,976 --> 00:21:21,746
If there's one thing I learned
at Friendship University,

445
00:21:21,779 --> 00:21:24,082
it is not to give up when
you know what's right

446
00:21:24,115 --> 00:21:27,719
and I know teaching friendship
through sewing is right!

447
00:21:27,752 --> 00:21:30,522
I just need to figure out how.

