1
00:00:01,400 --> 00:00:04,404
♪♪
2
00:00:08,641 --> 00:00:09,609
[bump]
3
00:00:09,642 --> 00:00:10,643
[grunt]
4
00:00:14,747 --> 00:00:16,416
Thank you for the mail delivery!
5
00:00:16,449 --> 00:00:18,217
Have a wonderful day!
6
00:00:18,250 --> 00:00:21,254
♪♪
7
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You're new here, right?
8
00:00:33,365 --> 00:00:36,536
I'm Cozy Glow, Professor
Sparkle's Friendship Assistant.
9
00:00:36,569 --> 00:00:38,604
Welcome to our school!
10
00:00:38,637 --> 00:00:42,342
Your first class is
just down that hall.
11
00:00:45,511 --> 00:00:47,080
[door opens and closes]
12
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A seven-letter
word for teamwork...
13
00:00:52,551 --> 00:00:53,753
Have you tried
synergy?
14
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That's it!
15
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Thanks, Cozy!
16
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What are friends for?
17
00:01:04,230 --> 00:01:06,399
[door opens and closes]
18
00:01:06,432 --> 00:01:08,334
Good morning,
Professor Sparkle!
19
00:01:09,668 --> 00:01:11,804
The mail's here already?
What time is it?
20
00:01:11,837 --> 00:01:13,573
I'm late for my class's
field trip to Cloudsdale!
21
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[gasping]
22
00:01:16,742 --> 00:01:18,211
Don't worry!
23
00:01:18,244 --> 00:01:20,780
I asked Professor Rainbow
Dash to cover for you.
24
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And she said yes?
25
00:01:22,781 --> 00:01:25,151
Uh huh! I told her
how busy you are,
26
00:01:25,184 --> 00:01:27,620
and how much her
loyalty meant to you.
27
00:01:27,653 --> 00:01:30,423
I also color-coded your teaching
schedule by friendship element,
28
00:01:30,456 --> 00:01:33,192
and cataloged all the magical
artifacts in the school.
29
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I hope that's OK...
30
00:01:34,693 --> 00:01:37,230
OK? Cozy,
that's amazing!
31
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You're like my
right-hoof pony.
32
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I don't know what
I'd do without you.
33
00:01:40,833 --> 00:01:43,202
[giggle]
It's like you taught me.
34
00:01:43,235 --> 00:01:45,771
Helping is what
friendship's all about.
35
00:01:45,804 --> 00:01:47,206
Exactly!
36
00:01:47,239 --> 00:01:48,708
And hopefully my class
is learning that
37
00:01:48,741 --> 00:01:50,776
on their field
trip right now.
38
00:01:50,809 --> 00:01:52,845
I heard they might do
some sight-seeing first.
39
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Tada!
40
00:01:57,950 --> 00:02:00,453
The Pegasus Weather Factory!
41
00:02:00,486 --> 00:02:03,656
Every drop of rain or flake of
snow from Cloudsdale
42
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comes from there!
43
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Whoaaa.
44
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I know, right?
45
00:02:09,295 --> 00:02:11,231
Hey! The cool
stuff's over here!
46
00:02:12,665 --> 00:02:16,769
Wow. I've never stood on
a cloud before.
47
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You can't, normally.
But for our trip,
48
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I cast a spell that lets
us walk like Pegasi.
49
00:02:21,440 --> 00:02:23,709
[wind rumbles]
50
00:02:23,742 --> 00:02:24,777
Hey Yona!
51
00:02:24,810 --> 00:02:26,579
Come check out this view.
52
00:02:26,612 --> 00:02:29,949
Unless you're too scared...
53
00:02:29,982 --> 00:02:31,384
Yona not scared.
54
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NOW YONA SCARED!
55
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[gasp]
56
00:02:38,524 --> 00:02:42,461
♪ My little pony,
my little pony ♪
57
00:02:42,494 --> 00:02:44,430
♪ Aaaahhh ♪
58
00:02:44,463 --> 00:02:46,465
♪ My little Pony ♪
59
00:02:46,498 --> 00:02:48,434
♪ I used to wonder what
friendship could be. ♪
60
00:02:48,467 --> 00:02:50,303
♪ My Little Pony ♪
61
00:02:50,336 --> 00:02:52,772
♪ Until you all shared
its magic with me. ♪
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00:02:52,805 --> 00:02:54,807
♪ Big adventure! ♪
♪ Tons of fun ♪
63
00:02:54,840 --> 00:02:56,976
♪ A beautiful heart! ♪ ♪
Faithful and strong! ♪
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♪ Sharing kindness ♪
♪ it's an easy feat ♪
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♪ And magic makes it
all complete! ♪
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♪ To have my little pony ♪
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♪ Do you know you're all
my very best friends? ♪
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♪♪
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[scream]
70
00:03:20,532 --> 00:03:21,534
[gasp]
71
00:03:24,403 --> 00:03:25,905
C'mon! We gotta catch them!
72
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[screams]
73
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Gotcha!
74
00:03:34,680 --> 00:03:35,881
It's OK, Yona!
75
00:03:35,914 --> 00:03:37,650
You like flying, remember?
76
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Flying. Not falling!
77
00:03:39,351 --> 00:03:40,286
[thud]
78
00:03:40,319 --> 00:03:41,921
[kissing]
79
00:03:43,555 --> 00:03:44,657
I don't understand!
80
00:03:44,690 --> 00:03:46,859
It's like my spell
stopped working!
81
00:03:46,892 --> 00:03:49,262
That's never happened before!
82
00:03:52,698 --> 00:03:53,933
We have an emergency.
83
00:03:53,966 --> 00:03:56,435
The students dropped
out of the sky!
84
00:03:56,468 --> 00:03:58,037
Slow down.
What happened?
85
00:03:58,070 --> 00:04:00,473
I cast a spell for our
field trip to Cloudsdale.
86
00:04:00,506 --> 00:04:02,341
But my magic just failed!
87
00:04:02,374 --> 00:04:05,011
We barely caught
everypony in time!
88
00:04:05,044 --> 00:04:06,779
I'm glad you're all OK.
89
00:04:06,812 --> 00:04:08,881
But I'm sure it's nothing
to worry about, Starlight.
90
00:04:08,914 --> 00:04:10,950
Maybe you did your
spell wrong.
91
00:04:10,983 --> 00:04:11,985
Let's take a look.
92
00:04:15,521 --> 00:04:17,323
I didn't drop that book.
93
00:04:17,356 --> 00:04:19,058
Maybe you did
your spell wrong?
94
00:04:19,091 --> 00:04:20,059
[bang]
95
00:04:20,092 --> 00:04:21,460
Rarity: OWWWW!
96
00:04:21,493 --> 00:04:23,329
Rarity ran into the door.
97
00:04:23,362 --> 00:04:26,832
My magic is GONE!
98
00:04:26,865 --> 00:04:31,637
I even had to use my
hooves to coif my tail!
99
00:04:31,670 --> 00:04:33,706
Still think there's
nothing to worry about?
100
00:04:33,739 --> 00:04:35,408
This doesn't make any sense.
101
00:04:35,441 --> 00:04:37,510
Magic can't just disappear.
102
00:04:37,543 --> 00:04:39,078
Something has to
be causing this.
103
00:04:39,111 --> 00:04:40,780
Um...
104
00:04:40,813 --> 00:04:44,350
Didn't we learn in class about
a creature that eats magic?
105
00:04:44,383 --> 00:04:47,586
Tir...Something.
106
00:04:47,619 --> 00:04:49,822
Tirek!
107
00:04:49,855 --> 00:04:52,058
Isn't he trapped in Tartarus?
108
00:04:52,091 --> 00:04:53,059
[bang]
109
00:04:53,092 --> 00:04:54,560
[gagging]
110
00:04:54,593 --> 00:04:55,895
Spike? What's wrong?
111
00:04:55,928 --> 00:04:57,830
[gagging]
112
00:05:00,466 --> 00:05:01,867
Whew. Thanks.
113
00:05:01,900 --> 00:05:04,036
I've never had a letter
get stuck before.
114
00:05:04,069 --> 00:05:06,639
It's from Princess Celestia.
115
00:05:06,672 --> 00:05:09,608
We've all been called to an
emergency meeting in Canterlot!
116
00:05:09,641 --> 00:05:10,843
Look!
117
00:05:12,878 --> 00:05:14,647
Pretty sure I know
what it's about.
118
00:05:16,915 --> 00:05:19,085
Throughout our city,
ponies have been reporting
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00:05:19,118 --> 00:05:21,120
tales of their magic failing.
120
00:05:21,153 --> 00:05:24,023
Spells going wrong,
potions not working...
121
00:05:24,056 --> 00:05:26,592
Even raising the moon
has become difficult.
122
00:05:26,625 --> 00:05:28,594
Are there similar
troubles in Ponyville?
123
00:05:28,627 --> 00:05:30,663
We experienced it first hoof.
124
00:05:30,696 --> 00:05:32,565
It's the same in my kingdom.
125
00:05:32,598 --> 00:05:34,734
The Crystal Heart
seems safe for now,
126
00:05:34,767 --> 00:05:36,836
but I worry if this continues.
127
00:05:41,106 --> 00:05:44,110
Letter for the Princesses,
from Starswirl the Bearded.
128
00:05:48,680 --> 00:05:50,850
It is even more
terrible than we feared.
129
00:05:50,883 --> 00:05:53,686
Magic is disappearing
all across Equestria.
130
00:05:53,719 --> 00:05:55,521
[gasps]
131
00:05:55,554 --> 00:05:58,057
Starswirl believes the power
will drain from our land
132
00:05:58,090 --> 00:06:00,092
in three days.
133
00:06:00,125 --> 00:06:03,062
First, unicorn magic
and spells will fail.
134
00:06:03,095 --> 00:06:04,964
That's what's happening now!
135
00:06:04,997 --> 00:06:08,501
On the second day, creatures
will lose their magic abilities.
136
00:06:08,534 --> 00:06:10,903
Oh, no!
137
00:06:10,936 --> 00:06:14,840
And finally, magical
artifacts will stop working.
138
00:06:14,873 --> 00:06:17,143
When the sun sets
on the third day,
139
00:06:17,176 --> 00:06:19,645
the magic in our
world will be gone...
140
00:06:19,678 --> 00:06:20,613
forever.
141
00:06:20,646 --> 00:06:21,714
[gasp]
142
00:06:21,747 --> 00:06:24,417
But why is this happening now?
143
00:06:24,450 --> 00:06:25,584
That's the worst part.
144
00:06:25,617 --> 00:06:27,153
We have no idea.
145
00:06:27,186 --> 00:06:29,088
Has anypony checked on Tirek?
146
00:06:29,121 --> 00:06:31,857
You mean the big red scary
centaur who eats magic?
147
00:06:31,890 --> 00:06:34,827
Why would we want...
Ohhhh. Right.
148
00:06:36,795 --> 00:06:39,832
If he has found some way
to escape his prison,
149
00:06:39,865 --> 00:06:44,804
or work from within it, he
could be responsible for this.
150
00:06:44,837 --> 00:06:46,939
That is the best
explanation so far.
151
00:06:46,972 --> 00:06:48,741
Somepony should
investigate.
152
00:06:48,774 --> 00:06:49,708
We'll go.
153
00:06:49,741 --> 00:06:51,043
Oh, no no no no.
154
00:06:51,076 --> 00:06:52,912
Not without us you wo--
155
00:06:52,945 --> 00:06:56,015
Wait. Did you say "we"?
156
00:06:56,048 --> 00:06:57,883
I've finally learned
that it's OK
157
00:06:57,916 --> 00:06:59,919
to count on your
friends for help.
158
00:06:59,952 --> 00:07:01,987
Um...You do want
to come, right?
159
00:07:02,020 --> 00:07:03,856
Uh, DUH!
160
00:07:03,889 --> 00:07:05,224
Thank you all.
161
00:07:05,257 --> 00:07:07,493
We will search for ways
to protect Equestria
162
00:07:07,526 --> 00:07:09,028
in your absence.
163
00:07:09,061 --> 00:07:11,997
Be careful. Tartarus has
changed since you were there.
164
00:07:12,030 --> 00:07:14,633
It now holds many
dangerous creatures,
165
00:07:14,666 --> 00:07:16,969
and you won't be able
to rely on your magic.
166
00:07:17,002 --> 00:07:19,539
With her friends by her
side, she won't have to.
167
00:07:22,074 --> 00:07:24,777
OK. I left you my lesson
plan, all my student files,
168
00:07:24,810 --> 00:07:26,879
and my annotated syllabus notes.
169
00:07:26,912 --> 00:07:28,714
If anything goes
wrong, get Celestia.
170
00:07:28,747 --> 00:07:30,683
Got it.
171
00:07:30,716 --> 00:07:32,218
Maybe I should just
close the school
172
00:07:32,251 --> 00:07:34,487
and send my students home.
173
00:07:34,520 --> 00:07:37,590
Would you go save
Equestria already?
174
00:07:37,623 --> 00:07:42,228
OK! Cozy packed us all up for a
trip to bad guy central.
175
00:07:42,261 --> 00:07:44,096
Don't forget
the sandwiches!
176
00:07:44,129 --> 00:07:45,998
I marked whose is
whose just in case.
177
00:07:46,031 --> 00:07:48,567
Starlight can't
stand mustard.
178
00:07:48,600 --> 00:07:50,669
That's so sweet
of you, Cozy.
179
00:07:50,702 --> 00:07:54,039
But Twilight has asked me to
stay here to run the school.
180
00:07:54,072 --> 00:07:57,042
Oh. I thought that after what
happened last time...
181
00:07:57,075 --> 00:07:58,844
Once you survive
Discord,
182
00:07:58,877 --> 00:08:00,246
anything else is
a piece of cake.
183
00:08:01,914 --> 00:08:04,116
Plus she'll have
you to help her.
184
00:08:04,149 --> 00:08:06,252
Oh, golly, yes!
185
00:08:06,285 --> 00:08:09,288
I promise I'll be the
best assistant ever!
186
00:08:09,321 --> 00:08:11,090
C'mon! We can start
working on your
187
00:08:11,123 --> 00:08:13,792
substitute Headmare plans
right now, if you like.
188
00:08:13,825 --> 00:08:16,962
Wow. Uh, OK.
189
00:08:16,995 --> 00:08:19,565
♪♪
190
00:08:19,598 --> 00:08:22,201
See? Nothing to
worry about.
191
00:08:22,234 --> 00:08:23,836
Tell me there's
nothing to worry about.
192
00:08:32,210 --> 00:08:34,313
Good morning,
friendship students!
193
00:08:34,346 --> 00:08:37,883
I know we're all sad
Professor Sparkle is away...
194
00:08:37,916 --> 00:08:41,120
But don't worry, because
she left me in charge,
195
00:08:41,153 --> 00:08:44,189
to do things just
the way she would!
196
00:08:44,222 --> 00:08:48,160
I thought Starlight Glimmer was
gonna be temporary headmare.
197
00:08:48,193 --> 00:08:50,896
She was. But she
left me this note:
198
00:08:50,929 --> 00:08:53,999
I have to go. Twilight
needs my help.
199
00:08:54,032 --> 00:08:56,268
I know the school is in
good hooves with you, Cozy.
200
00:08:56,301 --> 00:08:57,336
[giggle]
201
00:08:57,369 --> 00:08:59,138
Isn't that sweet?
202
00:08:59,171 --> 00:09:01,240
We won't let Starlight
down, will we?
203
00:09:01,273 --> 00:09:03,709
[agreeing chatter]
204
00:09:03,742 --> 00:09:06,278
It's just kinda weird, isn't it?
205
00:09:06,311 --> 00:09:08,581
I don't know
what you mean.
206
00:09:08,614 --> 00:09:10,583
Like... why'd she
change her mind?
207
00:09:10,616 --> 00:09:12,051
Why did Starlight
write a note,
208
00:09:12,084 --> 00:09:14,353
instead of say goodbye
to us herself?
209
00:09:14,386 --> 00:09:16,288
Doesn't make any sense.
210
00:09:16,321 --> 00:09:18,223
[questioning murmurs]
211
00:09:18,256 --> 00:09:20,159
Oh, Smolder.
212
00:09:20,192 --> 00:09:22,928
You forget; we're
not scheming dragons.
213
00:09:22,961 --> 00:09:24,330
We're ponies.
214
00:09:24,363 --> 00:09:26,131
Sounds like somecreature
needs to do
215
00:09:26,164 --> 00:09:28,133
a little extra
friendship homework!
216
00:09:28,166 --> 00:09:29,368
[laughing]
217
00:09:29,401 --> 00:09:30,836
Grrr.
218
00:09:30,869 --> 00:09:32,671
Yak not pony either.
219
00:09:32,704 --> 00:09:35,107
If Smolder get homework,
Yona get homework.
220
00:09:35,140 --> 00:09:36,208
Me too.
221
00:09:36,241 --> 00:09:37,176
I'm in.
222
00:09:37,209 --> 00:09:39,145
Yeah! Homework party!
223
00:09:40,979 --> 00:09:42,848
Fine.
224
00:09:42,881 --> 00:09:44,249
What loyalty!
225
00:09:44,282 --> 00:09:46,852
Professor Rainbow Dash
would be so proud.
226
00:09:46,885 --> 00:09:48,887
You are such good friends.
227
00:09:48,920 --> 00:09:50,122
You all are!
228
00:09:50,155 --> 00:09:51,890
And I'm grateful
because it will be
229
00:09:51,923 --> 00:09:54,927
awfully hard running a
whole school alone!
230
00:09:54,960 --> 00:09:56,962
Can I count on each
of you to help me?
231
00:09:56,995 --> 00:09:59,365
[agreeing shouts]
232
00:09:59,398 --> 00:10:01,266
Thank you so much!
233
00:10:01,299 --> 00:10:03,268
It's just like our
professors taught us:
234
00:10:03,301 --> 00:10:06,105
together, we can get
through anything.
235
00:10:09,441 --> 00:10:11,910
[buzzing]
236
00:10:11,943 --> 00:10:12,911
[thunk]
237
00:10:12,944 --> 00:10:14,113
Owww!
238
00:10:14,146 --> 00:10:17,116
I have had it with
these horrible flies!
239
00:10:17,149 --> 00:10:20,753
I miss my magic.
240
00:10:20,786 --> 00:10:23,155
Have you tried using your
tail to shoo them away?
241
00:10:23,188 --> 00:10:25,057
Oh! Bite your tongue!
242
00:10:25,090 --> 00:10:26,992
It's for decorative
purposes only.
243
00:10:27,025 --> 00:10:29,295
Hey, I didn't know we
packed green cupcakes!
244
00:10:30,829 --> 00:10:32,765
Um. We didn't.
245
00:10:32,798 --> 00:10:36,368
They must have gone bad without
magic to keep them cold.
246
00:10:36,401 --> 00:10:39,038
Magic this, magic that.
247
00:10:39,071 --> 00:10:41,273
We don't need magic to
go on a little hike!
248
00:10:41,306 --> 00:10:44,176
[thunderclap]
249
00:10:44,209 --> 00:10:46,712
You were saying?
250
00:10:46,745 --> 00:10:49,982
You just need to think more
like Earth ponies, y'all.
251
00:10:50,015 --> 00:10:52,151
Granny's Apple Core
No Bite No More.
252
00:10:52,184 --> 00:10:53,285
That'll keep the flies off.
253
00:10:55,420 --> 00:10:57,990
Ooh, it smells
just like it looks!
254
00:10:59,424 --> 00:11:00,993
Even if our
food's spoiled,
255
00:11:01,026 --> 00:11:03,962
these blueberries are
still good to eat.
256
00:11:03,995 --> 00:11:06,965
Too bad we can't do anything
about the rainstorm.
257
00:11:06,998 --> 00:11:09,702
I can't stop that storm by
myself but I can still help!
258
00:11:11,369 --> 00:11:12,838
[thunderclap]
259
00:11:15,841 --> 00:11:19,378
I think we have all the
magic we need right here.
260
00:11:19,411 --> 00:11:21,380
Not that I don't
want to get it back.
261
00:11:21,413 --> 00:11:22,415
Let's go!
262
00:11:25,117 --> 00:11:28,120
[happy chatter]
263
00:11:28,153 --> 00:11:30,823
Cozy Glow baked our
class cupcakes today!
264
00:11:30,856 --> 00:11:33,092
And she made all of us
friendship bracelets!
265
00:11:33,125 --> 00:11:35,127
She's the nicest
pony I've ever met.
266
00:11:35,160 --> 00:11:37,329
I'm SO glad
she's Headmare.
267
00:11:37,362 --> 00:11:40,999
Um, temporary
Headmare, right guys?
268
00:11:41,032 --> 00:11:42,835
Oh, oh Of course!
269
00:11:42,868 --> 00:11:45,971
But if Twilight takes her time
coming back, I won't mind.
270
00:11:46,004 --> 00:11:47,306
[giggles]
271
00:11:53,445 --> 00:11:56,815
Finally! We thought you
forgot about study club!
272
00:11:56,848 --> 00:11:58,250
Sorry I'm late.
273
00:11:58,283 --> 00:12:00,786
Cozy Glow gave our class tickets
to a Sapphire Shores concert
274
00:12:00,819 --> 00:12:02,321
in Ponyville tonight.
275
00:12:02,354 --> 00:12:04,189
You get the feeling
Cozy's trying too hard
276
00:12:04,222 --> 00:12:05,824
to make us like her?
277
00:12:05,857 --> 00:12:07,426
Or maybe she just
wants to help us
278
00:12:07,459 --> 00:12:11,263
keep our minds off of how scary
it is that magic's disappearing.
279
00:12:11,296 --> 00:12:12,998
I don't trust her.
280
00:12:13,031 --> 00:12:16,135
What's she up to behind those
big eyes and bouncy curls?
281
00:12:16,168 --> 00:12:18,070
[movement]
282
00:12:18,103 --> 00:12:21,874
And why Cozy Pony coming out
catacombs so late at night?
283
00:12:21,907 --> 00:12:27,379
♪♪
284
00:12:27,412 --> 00:12:28,848
Let's go ask her.
285
00:12:32,851 --> 00:12:34,820
This is the only
door to Tartarus.
286
00:12:34,853 --> 00:12:36,989
The good news is, the
seal isn't broken,
287
00:12:37,022 --> 00:12:39,057
so we know Tirek
didn't escape.
288
00:12:39,090 --> 00:12:40,292
Let me guess.
289
00:12:40,325 --> 00:12:42,294
Ya got bad news too.
290
00:12:42,327 --> 00:12:45,130
Last time I was here, I had
to use magic to get in.
291
00:12:45,163 --> 00:12:47,399
And according to Starswirl,
all unicorn magic
292
00:12:47,432 --> 00:12:49,902
was gone by yesterday's sunset.
293
00:12:49,935 --> 00:12:51,103
Maybe he was wrong!
294
00:12:52,270 --> 00:12:53,472
[grunt]
295
00:12:54,840 --> 00:12:56,074
[sigh]
296
00:12:56,107 --> 00:12:57,309
Don't worry, Twilight.
297
00:12:57,342 --> 00:12:58,344
I got this!
298
00:12:59,578 --> 00:13:00,846
[knock knock]
299
00:13:00,879 --> 00:13:02,214
Free pizza delivery!
300
00:13:04,850 --> 00:13:06,051
Always worked before.
301
00:13:06,084 --> 00:13:07,452
Oh, well.
302
00:13:07,485 --> 00:13:10,022
Did any of y'all pack something
that could actually help?
303
00:13:14,159 --> 00:13:16,061
These all do magic,
304
00:13:16,094 --> 00:13:17,963
but not the kind we're
looking for, I'm afraid.
305
00:13:19,030 --> 00:13:20,532
How about this!
306
00:13:20,565 --> 00:13:22,367
The Key of Unfettered Entrance!
307
00:13:22,400 --> 00:13:24,069
Where did you find this, Spike?
308
00:13:24,102 --> 00:13:25,137
In your bag!
309
00:13:25,170 --> 00:13:27,239
Cozy Glow must have
packed it for you.
310
00:13:27,272 --> 00:13:29,241
She really did
think of everything!
311
00:13:29,274 --> 00:13:31,877
Um, what does it do?
312
00:13:31,910 --> 00:13:34,012
It can magically open any door.
313
00:13:34,045 --> 00:13:36,415
And since artifacts like this
haven't lost their power yet...
314
00:13:38,083 --> 00:13:41,320
[power up]
315
00:13:41,353 --> 00:13:43,989
[creaking]
316
00:13:47,959 --> 00:13:50,262
[smash]
317
00:13:50,295 --> 00:13:51,530
I guess it only works once.
318
00:13:55,267 --> 00:13:56,402
[clang]
319
00:13:58,436 --> 00:14:00,272
Aaah!
320
00:14:00,305 --> 00:14:01,440
Cockatrice!
321
00:14:01,473 --> 00:14:03,275
Do something, Fluttershy!
322
00:14:03,308 --> 00:14:04,309
Don't look at it!
323
00:14:04,342 --> 00:14:05,944
It'll turn you to stone!
324
00:14:05,977 --> 00:14:07,246
[growl]
325
00:14:07,279 --> 00:14:09,381
I don't feel like stone.
326
00:14:09,414 --> 00:14:11,217
Unless it's really
bouncy stone.
327
00:14:15,320 --> 00:14:18,490
I think he lost
his magic too.
328
00:14:18,523 --> 00:14:20,526
All the creatures
here must have.
329
00:14:25,397 --> 00:14:27,966
Starswirl said that would
happen on the second day.
330
00:14:27,999 --> 00:14:30,302
I know it should
make me feel safer, but...
331
00:14:30,335 --> 00:14:32,037
it just makes me sad.
332
00:14:32,070 --> 00:14:33,205
We gotta fix this!
333
00:14:47,319 --> 00:14:49,922
Where is Princess Twilight?
334
00:14:49,955 --> 00:14:52,257
Oh, golly! She's
away on a quest.
335
00:14:52,290 --> 00:14:54,660
I'm watching the
school for her.
336
00:14:54,693 --> 00:14:57,162
Magic is failing
across our land,
337
00:14:57,195 --> 00:15:00,132
and she left a foal
in charge of this facility?
338
00:15:00,165 --> 00:15:01,500
Yes sir!
339
00:15:01,533 --> 00:15:03,235
Is there anything
I can do for you?
340
00:15:03,268 --> 00:15:05,370
That won't be necessary.
341
00:15:05,403 --> 00:15:07,673
Twilight's folly stops here.
342
00:15:07,706 --> 00:15:10,676
As of now, I am Headstallion.
343
00:15:10,709 --> 00:15:14,146
And I have quite a
few changes to make.
344
00:15:14,179 --> 00:15:17,683
♪♪
345
00:15:25,290 --> 00:15:27,259
If all these monsters
lost their magic,
346
00:15:27,292 --> 00:15:30,696
then getting past Cerberus
should be easy-peasy.
347
00:15:30,729 --> 00:15:32,464
[footsteps]
348
00:15:32,497 --> 00:15:33,365
Look out!
349
00:15:36,101 --> 00:15:37,602
I'll talk to him.
350
00:15:37,635 --> 00:15:39,037
[growl]
351
00:15:39,070 --> 00:15:42,407
Um, excuse me, puppy...
352
00:15:42,440 --> 00:15:44,576
You're a very good guard dog.
353
00:15:44,609 --> 00:15:46,445
Yes you are!
354
00:15:46,478 --> 00:15:49,982
But um, we were wondering if we
could get by to check on Tirek.
355
00:15:52,450 --> 00:15:54,086
[slurp]
356
00:15:54,119 --> 00:15:55,687
That looks like a yes.
357
00:15:55,720 --> 00:15:57,689
[splash]
358
00:15:57,722 --> 00:15:59,124
I'll get you a
towel, darling.
359
00:15:59,157 --> 00:16:00,325
[giggle]
360
00:16:00,358 --> 00:16:07,099
♪♪
361
00:16:07,132 --> 00:16:11,203
The Princess of Friendship,
here for a visit.
362
00:16:11,236 --> 00:16:14,506
What have I done to earn
the honor of your company?
363
00:16:14,539 --> 00:16:16,074
We want answers, Tirek.
364
00:16:16,107 --> 00:16:18,176
Magic is disappearing
from Equestria.
365
00:16:18,209 --> 00:16:20,012
I know.
366
00:16:20,045 --> 00:16:24,449
What a waste of such
delicious power.
367
00:16:24,482 --> 00:16:27,419
[slurping]
368
00:16:27,452 --> 00:16:29,388
So you are behind this!
369
00:16:29,421 --> 00:16:31,123
Silly filly.
370
00:16:31,156 --> 00:16:33,058
If I had all that magic,
371
00:16:33,091 --> 00:16:35,127
do you think I'd still
be locked up in here?
372
00:16:37,595 --> 00:16:41,000
But I might know
something about it.
373
00:16:46,071 --> 00:16:47,472
What are you doing?
374
00:16:47,505 --> 00:16:50,175
Those are Twilight's
student files.
375
00:16:50,208 --> 00:16:52,778
These aren't. Not anymore.
376
00:16:52,811 --> 00:16:56,281
With Equestria under attack,
ponies must stand together!
377
00:16:56,314 --> 00:16:59,418
Twilight has endangered us all
by skipping off on
378
00:16:59,451 --> 00:17:03,455
"friendship trips," while these
dangerous creatures run loose!
379
00:17:03,488 --> 00:17:06,458
You don't think they're the
reason magic is disappearing,
380
00:17:06,491 --> 00:17:09,194
do you?
- Yes.
381
00:17:09,227 --> 00:17:11,163
I came to warn Twilight.
382
00:17:11,196 --> 00:17:14,566
But since she is gone, it falls
to me to protect you foals
383
00:17:14,599 --> 00:17:17,169
from those monsters.
384
00:17:17,202 --> 00:17:18,303
He's blaming us?
385
00:17:18,336 --> 00:17:19,704
[all talking at once]
386
00:17:19,737 --> 00:17:21,139
Did you hear something?
387
00:17:21,172 --> 00:17:23,775
It sounded like it
came from over there.
388
00:17:23,808 --> 00:17:26,111
[gasps]
389
00:17:26,144 --> 00:17:30,215
You again, as I suspected.
390
00:17:30,248 --> 00:17:32,217
[zap]
391
00:17:32,250 --> 00:17:35,120
[shouts]
392
00:17:35,153 --> 00:17:39,157
From now on, this
school is pony only.
393
00:17:39,190 --> 00:17:41,160
As nature intended.
394
00:17:43,228 --> 00:17:44,629
[thud]
395
00:17:44,662 --> 00:17:47,599
Since you refuse to explain
your plot against Equestria
396
00:17:47,632 --> 00:17:49,568
and return the magic
you stole,
397
00:17:49,601 --> 00:17:51,603
you will stay here while I
summon your guardians
398
00:17:51,636 --> 00:17:53,438
to take you home.
399
00:17:53,471 --> 00:17:55,740
Wait!
400
00:17:55,773 --> 00:17:58,310
You were right about them from
the beginning, Chancellor.
401
00:17:58,343 --> 00:17:59,544
I see that now.
402
00:17:59,577 --> 00:18:01,113
What are you saying?
403
00:17:59,577 --> 00:18:01,113
Sandbar?
404
00:18:01,146 --> 00:18:02,881
I don't want anything
to do with creatures
405
00:18:02,914 --> 00:18:04,716
that could threaten Equestria!
406
00:18:04,749 --> 00:18:07,452
Wisely put, colt.
407
00:18:07,485 --> 00:18:09,488
[zap]
408
00:18:09,521 --> 00:18:14,159
Everypony will come to
their senses, eventually.
409
00:18:16,394 --> 00:18:17,396
[door closes]
410
00:18:19,664 --> 00:18:20,732
[knock]
411
00:18:22,433 --> 00:18:23,435
[knock]
412
00:18:24,169 --> 00:18:24,837
[knock]
413
00:18:26,271 --> 00:18:27,306
[yawn]
414
00:18:30,341 --> 00:18:32,144
What in tarnation?
415
00:18:32,177 --> 00:18:33,779
Sorry. I ran
out of apples.
416
00:18:36,314 --> 00:18:37,883
I need the Cutie Mark Crusaders.
417
00:18:37,916 --> 00:18:39,484
My friends are in trouble.
418
00:18:39,517 --> 00:18:41,486
Chancellor Neighsay
locked them up!
419
00:18:41,519 --> 00:18:44,222
Huh? I thought Cozy
Glow was in charge.
420
00:18:44,255 --> 00:18:45,657
Not anymore.
421
00:18:45,690 --> 00:18:47,459
But you guys are good buddies.
422
00:18:47,492 --> 00:18:49,294
If you can convince her
to distract Neighsay,
423
00:18:49,327 --> 00:18:50,729
I can break out my friends.
424
00:18:50,762 --> 00:18:52,397
Will you help me?
425
00:18:52,430 --> 00:18:54,166
Do mulberries
have seeds?
426
00:18:55,800 --> 00:18:56,702
That's a yes.
427
00:18:58,937 --> 00:19:01,439
Where's Equestria's
magic going, Tirek?
428
00:19:01,472 --> 00:19:03,642
What's making it disappear?
429
00:19:03,675 --> 00:19:08,680
If you let me out, I'm sure
it would jog my memory.
430
00:19:08,713 --> 00:19:13,385
What do you say? I scratch
your back, you scratch mine?
431
00:19:13,418 --> 00:19:15,654
How 'bout you tell
us what you know,
432
00:19:15,687 --> 00:19:17,522
or you'll be stuck
here forever,
433
00:19:17,555 --> 00:19:21,426
because we're out of magic keys
and nopony can open the door?
434
00:19:21,459 --> 00:19:23,461
Oh, dear. I hadn't
thought of that.
435
00:19:23,494 --> 00:19:26,231
We're just as
trapped as Tirek?
436
00:19:26,264 --> 00:19:28,233
Ha ha ha ha ha.
437
00:19:28,266 --> 00:19:29,701
What a pity.
438
00:19:29,734 --> 00:19:31,469
Well, for you.
439
00:19:31,502 --> 00:19:33,572
Sweet revenge for me.
440
00:19:35,673 --> 00:19:39,444
It seems my little protegee's
plan worked after all.
441
00:19:39,477 --> 00:19:40,745
[all gasp]
442
00:19:40,778 --> 00:19:42,480
Which little protegee?
443
00:19:42,513 --> 00:19:44,516
Oh, we've never met.
444
00:19:44,549 --> 00:19:45,917
We're pen pals.
445
00:19:45,950 --> 00:19:50,589
Each letter had so many
questions about draining magic.
446
00:19:50,622 --> 00:19:52,657
And you answered them?
447
00:19:52,690 --> 00:19:54,459
Well, I was bored.
448
00:19:54,492 --> 00:19:57,996
So I simply pointed my pen
pal in the right direction.
449
00:19:58,029 --> 00:19:59,931
[thud]
450
00:19:59,964 --> 00:20:02,767
Can't you just tell us
your pen pal's name?
451
00:20:02,800 --> 00:20:06,338
I mean, since we're
stuck here anyway.
452
00:20:06,371 --> 00:20:08,573
Oh, why not.
453
00:20:08,606 --> 00:20:11,476
The irony is too perfect.
454
00:20:11,509 --> 00:20:14,279
Her name is...
455
00:20:14,312 --> 00:20:16,348
Cozy Glow!
456
00:20:16,381 --> 00:20:18,350
I could've sworn I saw
her come down this way
457
00:20:18,383 --> 00:20:19,851
when she left her office.
458
00:20:23,888 --> 00:20:24,790
[gasp]
459
00:20:27,959 --> 00:20:31,663
Enjoying yourself
in there, Starlight?
460
00:20:31,696 --> 00:20:35,900
I'm sorry I had to push you
in, but what else could I do?
461
00:20:35,933 --> 00:20:40,572
You were going to
ruin all my plans.
462
00:20:40,605 --> 00:20:42,374
[gasp]
463
00:20:42,407 --> 00:20:44,009
You might get some company soon,
464
00:20:44,042 --> 00:20:47,613
if I can't make that
annoying Neighsay BACK OFF.
465
00:20:51,549 --> 00:20:53,985
All this magic needs time to
drain from Equestria
466
00:20:54,018 --> 00:20:56,921
before my vortex sucks
it to another realm.
467
00:20:56,954 --> 00:20:58,556
[giggle]
468
00:20:58,589 --> 00:21:01,426
Three days can sure
seem like forever, huh?
469
00:21:01,459 --> 00:21:04,663
You know, you ponies
got it all wrong.
470
00:21:04,696 --> 00:21:06,765
Friendship isn't magic.
471
00:21:06,798 --> 00:21:08,567
Friendship is POWER!
472
00:21:10,335 --> 00:21:13,571
With Twilight and her
lackies out of my way,
473
00:21:13,604 --> 00:21:17,642
all of Equestria
will bow to me...
474
00:21:17,675 --> 00:21:21,479
The future EMPRESS
OF FRIENDSHIP!
475
00:21:21,512 --> 00:21:27,519
[evil laugh building to
shrieking laughter]