1
00:00:06,173 --> 00:00:07,117
Whoa, whoa, whoa ahhhhhh!
2
00:00:07,132 --> 00:00:08,077
[smashing glass]
3
00:00:08,092 --> 00:00:09,092
Agh!
4
00:00:12,096 --> 00:00:15,433
Well, we don't all
have magical horns.
5
00:00:15,474 --> 00:00:17,351
I've been meaning to
move these older books
6
00:00:17,393 --> 00:00:19,437
to my "reference"
section for a while.
7
00:00:19,478 --> 00:00:21,606
Gotta keep the new
books front and center!
8
00:00:21,647 --> 00:00:23,399
Thank you both for
your help.
9
00:00:23,441 --> 00:00:26,068
Are you kidding? After
all you've done for me?
10
00:00:26,110 --> 00:00:27,653
This is the least
I can do.
11
00:00:27,695 --> 00:00:30,030
Oh please, I haven't
done that much.
12
00:00:30,072 --> 00:00:33,367
Nah. You just taught me
the value of friendship.
13
00:00:33,409 --> 00:00:35,369
Not much at all.
14
00:00:35,411 --> 00:00:37,079
I may have offered
some guidance,
15
00:00:37,121 --> 00:00:39,999
but you are responsible
for the pony you've become.
16
00:00:40,040 --> 00:00:43,043
I'm proud to call you my
student AND my friend.
17
00:00:43,085 --> 00:00:45,296
Now, we just need to
get rid of these boxes.
18
00:00:45,337 --> 00:00:47,840
Spike, can you... Spike?
19
00:00:47,882 --> 00:00:49,341
What's that?
20
00:00:50,885 --> 00:00:52,344
Is it a bird?
21
00:00:52,386 --> 00:00:54,096
Is it a parasprite?
22
00:00:54,138 --> 00:00:57,057
It's... It's... INCOMING!
23
00:00:57,099 --> 00:00:59,477
[crash]
24
00:01:04,482 --> 00:01:08,110
Oh. I usually get
letters by dragon.
25
00:01:08,152 --> 00:01:09,862
It IS the fastest
way to get mail.
26
00:01:13,992 --> 00:01:16,702
For me? Who would be
sending me a letter?
27
00:01:19,580 --> 00:01:22,541
It's the ponies
from my old village.
28
00:01:22,583 --> 00:01:23,918
Are they in danger?
29
00:01:23,960 --> 00:01:25,127
Are they upset with you?
30
00:01:25,169 --> 00:01:27,296
No. It's worse.
31
00:01:27,338 --> 00:01:30,382
They've invited me to the
annual sunset festival!
32
00:01:35,513 --> 00:01:39,141
* My little pony *
*my little pony *
33
00:01:39,183 --> 00:01:41,101
* Aaaahhh *
34
00:01:41,143 --> 00:01:43,270
* My little Pony *
35
00:01:43,312 --> 00:01:45,397
* I used to wonder what
friendship could be *
36
00:01:45,439 --> 00:01:47,149
* My Little Pony *
37
00:01:47,191 --> 00:01:49,819
* Until you all shared
its magic with me *
38
00:01:49,861 --> 00:01:51,863
* Big adventure! *
* Tons of fun *
39
00:01:51,904 --> 00:01:54,032
* A beautiful heart! *
* Faithful and strong! *
40
00:01:54,073 --> 00:01:56,241
* Sharing kindness *
* it's an easy feat *
41
00:01:56,283 --> 00:01:58,243
* And magic makes it
all complete! *
42
00:01:58,285 --> 00:02:00,371
* To have my little pony *
43
00:02:00,412 --> 00:02:05,167
* Do you know you're all
my very best friends? *
44
00:02:18,222 --> 00:02:19,264
[sigh]
45
00:02:24,812 --> 00:02:27,690
Uh, hey there,
everypony.
46
00:02:27,732 --> 00:02:32,194
Uh. Hey Starlight. What
are you doing here?
47
00:02:32,236 --> 00:02:36,074
I... I was invited. To
the Sunset Festival?
48
00:02:36,866 --> 00:02:40,285
Uh yeah. But we
didn't think you'd
actually show up.
49
00:02:40,327 --> 00:02:43,915
You didn't think we really
wanted you here did you?
50
00:02:45,917 --> 00:02:50,337
But I apologized. I thought
everything was fine.
51
00:02:50,379 --> 00:02:57,177
[laughing]
52
00:02:57,970 --> 00:03:00,431
PLEASE. Stop. STOP!
53
00:03:00,472 --> 00:03:06,938
* [eerie music] *
54
00:03:06,979 --> 00:03:10,983
What happened? Is
anypony there?
55
00:03:13,111 --> 00:03:16,864
Princess Luna? What
are you doing here?
56
00:03:16,906 --> 00:03:19,241
Dreams are my domain,
Starlight Glimmer.
57
00:03:19,283 --> 00:03:21,911
I am here because
you need me to be.
58
00:03:21,953 --> 00:03:25,081
Oh! It's only a dream.
59
00:03:25,123 --> 00:03:29,418
It may only be a dream, but
the feelings in it are real.
60
00:03:29,460 --> 00:03:31,837
Great. So I guess
I'm more afraid
61
00:03:31,879 --> 00:03:33,380
of going back
to the village
62
00:03:33,422 --> 00:03:36,050
than I thought.
What do I do now?
63
00:03:36,092 --> 00:03:37,802
I have been helped
time and time again
64
00:03:37,843 --> 00:03:40,387
by six very
special ponies.
65
00:03:40,429 --> 00:03:42,598
They helped me
overcome my past.
66
00:03:42,640 --> 00:03:45,143
You are fortunate to
have them as friends.
67
00:03:45,184 --> 00:03:47,937
I suggest you share your
concerns with them.
68
00:03:49,772 --> 00:03:52,274
I see much of myself in
you, Starlight Glimmer
69
00:03:52,316 --> 00:03:55,027
and I can tell you from
personal experience
70
00:03:55,069 --> 00:03:58,072
that things do
indeed get better.
71
00:03:58,114 --> 00:04:01,533
[whoosh]
72
00:04:01,575 --> 00:04:03,202
Huh?
73
00:04:06,330 --> 00:04:09,500
and Princess Luna
said I should tell you all
74
00:04:09,541 --> 00:04:14,296
how I was feeling.
So, there it is.
75
00:04:14,338 --> 00:04:17,466
I'm afraid to go back to the
village for the celebration.
76
00:04:17,508 --> 00:04:21,720
But why, darling? You went back
to apologize; they accepted.
77
00:04:21,762 --> 00:04:24,015
Everypony has moved on!
78
00:04:24,056 --> 00:04:27,768
But have they? They don't really
know how much I've changed.
79
00:04:27,810 --> 00:04:30,312
Or even worse, maybe I
haven't changed as much
80
00:04:30,354 --> 00:04:32,190
as I think I have!
81
00:04:32,231 --> 00:04:35,860
TRUST ME. You are a totally
different pony now.
82
00:04:35,901 --> 00:04:38,237
I mean...you were
pretty awful!
83
00:04:38,278 --> 00:04:39,321
RAINBOW DASH!
84
00:04:39,363 --> 00:04:43,242
WHAT?! She WAS!
It's a compliment!
85
00:04:43,283 --> 00:04:45,327
I don't think they would
have sent the invitation
86
00:04:45,369 --> 00:04:47,121
if they didn't want
you to come.
87
00:04:47,163 --> 00:04:49,331
I'm sure they'd be
happy to see you.
88
00:04:49,373 --> 00:04:52,668
And getting an invitation
to a party and NOT GOING?
89
00:04:52,710 --> 00:04:55,337
That's like...
it's like...
90
00:04:55,379 --> 00:04:58,757
Well, I don't know what it's
like, but it is definitely bad.
91
00:04:58,799 --> 00:05:00,926
Just be honest
with them.
92
00:05:00,968 --> 00:05:03,303
I'm sure they'll understand
where you're comin' from.
93
00:05:03,345 --> 00:05:05,556
I understand how
hard this is for you.
94
00:05:05,597 --> 00:05:07,099
Maybe if you took
a friend along,
95
00:05:07,141 --> 00:05:08,350
it might
make things easier.
96
00:05:08,392 --> 00:05:11,478
Somepony you trust who
would look out for you.
97
00:05:17,651 --> 00:05:19,278
Thanks so much for
doing this, Trixie.
98
00:05:19,319 --> 00:05:20,988
When Twilight said I
should bring a friend,
99
00:05:21,030 --> 00:05:22,907
you were the first
pony I thought of.
100
00:05:22,948 --> 00:05:25,159
Great idea,
Princess Twilight.
101
00:05:25,201 --> 00:05:28,328
Asking me, Starlight's
BEST friend,
102
00:05:28,370 --> 00:05:30,414
to help her on this
difficult journey
103
00:05:30,455 --> 00:05:34,543
really shows how wise a
princess you have become.
104
00:05:34,585 --> 00:05:36,461
Thanks, Trixie.
105
00:05:36,503 --> 00:05:38,463
I was TALKING about me.
106
00:05:40,424 --> 00:05:41,842
The festival lasts
a whole week,
107
00:05:41,884 --> 00:05:43,844
but I'm sure we
won't stay that long.
108
00:05:43,886 --> 00:05:45,679
Oh I don't know,
Starlight,
109
00:05:45,721 --> 00:05:48,390
time really flies when
you're spending it
110
00:05:48,432 --> 00:05:50,392
with your BEST FRIEND!
111
00:05:56,732 --> 00:06:00,194
Bye Starlight!See
you later! Good luck!
112
00:06:04,573 --> 00:06:07,243
There it is! The
town where you...
113
00:06:07,285 --> 00:06:08,911
Magically stole
everypony's cutie mark,
114
00:06:08,953 --> 00:06:10,871
replaced them with equal
signs and forced them all
115
00:06:10,913 --> 00:06:13,999
to hide their
natural talents? Yes.
116
00:06:14,041 --> 00:06:17,419
I was going say
where you came from.
117
00:06:17,461 --> 00:06:21,548
But yours is a more...
emotionally traumatic answer.
118
00:06:21,590 --> 00:06:23,092
[sigh]
119
00:06:23,134 --> 00:06:26,220
I just want to blend in. Be
just another pony in the crowd
120
00:06:26,262 --> 00:06:28,430
enjoying the Sunset
Festival with my friend.
121
00:06:28,472 --> 00:06:31,183
Sounds good to me. And if
things get weird for you,
122
00:06:31,225 --> 00:06:33,727
just let me know.
I've got your flank.
123
00:06:33,769 --> 00:06:35,229
Is that a promise?
124
00:06:35,271 --> 00:06:40,567
Not just a promise. A GREAT
and POWERFUL promise.
125
00:06:40,609 --> 00:06:41,777
[pow!]
126
00:06:41,819 --> 00:06:44,071
[cough]
127
00:06:44,113 --> 00:06:47,032
Well, I couldn't ask
for more than that.
128
00:06:47,074 --> 00:06:49,409
If we're gonna do
this, let's do it!
129
00:06:59,086 --> 00:07:02,673
Ahh! STARLIGHT! YOU CAME!
130
00:07:02,714 --> 00:07:04,008
[nervous giggle]
131
00:07:04,049 --> 00:07:06,218
We were worried you
wouldn't be able to make it!
132
00:07:06,260 --> 00:07:07,469
Are you staying
the whole week?
133
00:07:07,511 --> 00:07:10,222
We have different
events planned each day!
134
00:07:10,264 --> 00:07:12,350
How is it living
in a castle?
135
00:07:12,391 --> 00:07:15,477
It is SO good
to see you.
136
00:07:15,519 --> 00:07:19,690
Oh yeah. These ponies
are terrifying.
137
00:07:19,731 --> 00:07:22,193
[giggle]
138
00:07:22,234 --> 00:07:25,070
It's good to see
all of you too.
139
00:07:25,112 --> 00:07:27,489
You got here
JUST in time.
140
00:07:27,531 --> 00:07:30,284
We were having some debate
about these banners.
141
00:07:30,326 --> 00:07:33,829
Which do you think
feels more sunsety?
142
00:07:33,871 --> 00:07:36,874
Oh, you don't need
me to decide that.
143
00:07:36,915 --> 00:07:39,335
Whatever you think
is probably best.
144
00:07:39,377 --> 00:07:41,545
Uh well, how about
helping us with the routes
145
00:07:41,586 --> 00:07:45,132
for the relay races tomorrow.
Can you take a look?
146
00:07:45,174 --> 00:07:48,386
Oh, I shouldn't.
You all go ahead.
147
00:07:48,427 --> 00:07:50,512
I just want to
enjoy the festival.
148
00:07:50,554 --> 00:07:53,515
But you WILL be a judge for
the baking competition, right?
149
00:07:53,557 --> 00:07:56,060
We had a few questions
about the order of the acts
150
00:07:56,101 --> 00:07:57,602
for the talent show.
151
00:07:57,644 --> 00:08:00,147
And the unicorns have a
fireworks show planned.
152
00:08:00,189 --> 00:08:02,066
We could REALLY
use your help!
153
00:08:02,107 --> 00:08:09,198
[Talking over each other]
154
00:08:09,740 --> 00:08:10,559
NO!
155
00:08:10,574 --> 00:08:11,700
[explosion]
156
00:08:11,742 --> 00:08:14,286
[chattering teeth]
157
00:08:14,328 --> 00:08:17,789
Huh?
158
00:08:17,831 --> 00:08:21,335
The great and powerful Trixie
would like to thank you all
159
00:08:21,377 --> 00:08:23,295
for being such an
amazing audience!
160
00:08:23,337 --> 00:08:25,423
Sadly it is time
for us to depart!
161
00:08:25,464 --> 00:08:27,674
Good night, fillies
and gentlefoals!
162
00:08:27,716 --> 00:08:28,577
[explosion]
163
00:08:28,592 --> 00:08:31,511
[coughing]
164
00:08:31,553 --> 00:08:34,681
[all chattering]
165
00:08:41,897 --> 00:08:45,276
Ugh. I was horrible
when I led that town.
166
00:08:45,317 --> 00:08:48,362
I was ready for them to not
trust me, but I wasn't ready
167
00:08:48,404 --> 00:08:51,115
for them to put me
in charge again!
168
00:08:51,156 --> 00:08:54,576
With my past, I should never
be in charge of anything.
169
00:08:54,618 --> 00:08:57,455
So you messed
up. Big deal.
170
00:08:58,997 --> 00:09:02,167
Don't you ever tell
another pony I said this,
171
00:09:02,209 --> 00:09:06,255
but even Trixie's made
mistakes. Ha, I know!
172
00:09:06,297 --> 00:09:10,550
The trick is to just move on and
pretend they never happened!
173
00:09:10,592 --> 00:09:13,471
I feel like that's
almost good advice.
174
00:09:19,643 --> 00:09:22,604
Hey! Uh, Pinkie Pie!
175
00:09:22,646 --> 00:09:25,023
Hey, you!
176
00:09:25,065 --> 00:09:28,610
So. You're probably wondering
why I'm back so soon.
177
00:09:28,652 --> 00:09:30,279
Where were you?
178
00:09:30,321 --> 00:09:33,865
I went to my old village?
For the festival?
179
00:09:33,907 --> 00:09:37,244
Ooo sounds fun!
How was it!
180
00:09:37,286 --> 00:09:39,079
It was kind of a disaster.
181
00:09:39,121 --> 00:09:41,581
I came back early
because I freaked out.
182
00:09:41,623 --> 00:09:43,583
Oooh, sounds awful! Bye!
183
00:09:46,462 --> 00:09:48,713
That was strange.
184
00:09:48,755 --> 00:09:51,008
Isn't she always strange?
185
00:09:51,049 --> 00:09:53,552
Yeah, but not like that.
186
00:09:53,593 --> 00:09:56,180
Hey! I'm back early!
187
00:09:56,221 --> 00:09:58,640
Ah, welcome
back.
188
00:09:58,682 --> 00:10:01,685
Have you two noticed Pinkie
acting a little strange?
189
00:10:01,726 --> 00:10:03,603
Pinkie Pie always
acts strange.
190
00:10:04,688 --> 00:10:06,231
Told you.
191
00:10:06,273 --> 00:10:08,484
Anyway, I wanted to
talk to all of you.
192
00:10:08,526 --> 00:10:11,028
Things didn't go the way I
thought they were going to go
193
00:10:11,069 --> 00:10:12,571
at the Sunset Festival.
194
00:10:12,612 --> 00:10:13,905
What happened?
195
00:10:13,947 --> 00:10:16,867
I kind of freaked out and
ran out of the village.
196
00:10:16,908 --> 00:10:19,370
HA HA HA!
197
00:10:19,411 --> 00:10:22,206
You freaked out and ran
away from a festival?
198
00:10:22,247 --> 00:10:26,335
Ha! That's the funniest dang
thing I've heard all day!
199
00:10:26,377 --> 00:10:30,506
Ha ha, Oh my! Let me guess. The
decorations were TERRIFYING!
200
00:10:30,548 --> 00:10:36,678
HA HA HA!
201
00:10:36,720 --> 00:10:39,681
[Whisper]
202
00:10:39,723 --> 00:10:43,227
Hello ponies. We need
Rarity and Applejack.
203
00:10:43,268 --> 00:10:46,230
Very important
friendship business.
204
00:10:51,443 --> 00:10:54,696
I have to say I'm really not
as impressed with your friends
205
00:10:54,738 --> 00:10:56,948
as the rest of
Equestria is.
206
00:10:56,990 --> 00:10:58,742
I need to talk
to Twilight.
207
00:11:04,748 --> 00:11:05,749
[knock on door]
208
00:11:05,790 --> 00:11:08,793
Twilight! Hello?
209
00:11:08,835 --> 00:11:11,505
What do you want?
Twilight's very busy!
210
00:11:11,547 --> 00:11:13,715
Spike, I really need
to speak with her.
211
00:11:13,757 --> 00:11:18,720
Make an appointment! She's
a princess after all. [slam]
212
00:11:18,762 --> 00:11:21,390
[knocking] What's wrong with
you? Why are you being so...
213
00:11:21,432 --> 00:11:25,810
Rude? I think a certain dragon
didn't get his nap today!
214
00:11:25,852 --> 00:11:28,480
Yeah right. Whatever...
215
00:11:28,522 --> 00:11:31,442
Sorry, he's been acting
a little off all day.
216
00:11:31,483 --> 00:11:33,318
I think he missed a
meal or something.
217
00:11:33,360 --> 00:11:34,736
He's not the
only one.
218
00:11:34,778 --> 00:11:37,906
Everypony is acting a
little strange today.
219
00:11:37,948 --> 00:11:42,744
Yes. It's definitely been one
of those days. How are you?
220
00:11:42,786 --> 00:11:44,996
Not great actually.
You're probably wondering
221
00:11:45,038 --> 00:11:47,583
why I'm back from the
village so early.
222
00:11:47,625 --> 00:11:51,086
I didn't want to bring it up but
yeah, it did seem strange.
223
00:11:51,128 --> 00:11:52,671
Did it not go well?
224
00:11:52,712 --> 00:11:54,673
The townsponies kept
asking me things,
225
00:11:54,714 --> 00:11:57,217
like they expected me
to be in charge again.
226
00:11:57,259 --> 00:12:00,220
But being a leader is the
last thing I should ever be.
227
00:12:00,262 --> 00:12:04,766
So we left. Very suddenly.
In a literal puff of smoke.
228
00:12:04,808 --> 00:12:09,062
Wow. You should DEFINITELY
never go back to that village!
229
00:12:09,104 --> 00:12:10,606
What?
230
00:12:10,648 --> 00:12:13,525
If you were worried about what
they thought of you before,
231
00:12:13,567 --> 00:12:17,446
it's probably WAY worse
now. I'd cut my losses.
232
00:12:17,488 --> 00:12:21,032
That's surprising
advice coming from you.
233
00:12:21,074 --> 00:12:23,868
Trust me. I'm the
Princess of Friendship.
234
00:12:23,910 --> 00:12:27,665
You don't need those ponies. You
can always make more friends.
235
00:12:30,250 --> 00:12:32,794
Ah, speaking of friends,
if you'll excuse me.
236
00:12:32,836 --> 00:12:34,379
Important business to attend to!
237
00:12:39,551 --> 00:12:40,802
[slam]
238
00:12:40,844 --> 00:12:47,851
* [mysterious music] *
239
00:12:48,185 --> 00:12:51,813
Cut my losses? That
can't be right.
240
00:13:06,870 --> 00:13:11,542
Hey! I wanted to apologize
for my behavior earlier.
241
00:13:11,583 --> 00:13:16,129
Party Favor? Can you hear me?
242
00:13:16,171 --> 00:13:21,259
I TOLD you, you can never
speak to them again!
243
00:13:21,301 --> 00:13:22,969
What are you all doing here?
244
00:13:23,011 --> 00:13:27,766
Making sure you do what I said!
I'm your teacher,aren't I?
245
00:13:27,807 --> 00:13:30,268
Didn't I say to
never come back here?
246
00:13:30,310 --> 00:13:32,854
Yes, but that's just
doesn't seem right.
247
00:13:32,896 --> 00:13:37,735
You aren't acting like
yourself. Something is wrong.
248
00:13:37,776 --> 00:13:40,111
[whistling wind]
249
00:13:40,153 --> 00:13:43,073
A dream! This is
another dream!
250
00:13:43,114 --> 00:13:44,783
Starlight Glimmer...
251
00:13:44,824 --> 00:13:46,201
Princess Luna?
252
00:13:46,243 --> 00:13:47,869
Starlight Glimmer!
253
00:13:47,911 --> 00:13:49,871
Princess Luna, where are you?
254
00:13:49,913 --> 00:13:52,874
STARLIGHT GLIMMER!THERE IS
NO TIME! YOU MUST GET HELP!
255
00:13:52,916 --> 00:13:55,877
What? What are you talking
about? This is just a dream!
256
00:13:55,919 --> 00:13:59,923
NOT HERE! IN THE WAKING WORLD!
THEY'VE TAKEN MY SISTER AND I!
257
00:13:59,964 --> 00:14:01,717
IT'S WORSE THAN THE LAST TIME!
258
00:14:01,759 --> 00:14:04,135
YOUR DREAM CALLED TO ME AND
I WAS ABLE TO BREAK THROUGH!
259
00:14:04,177 --> 00:14:05,470
YOU MUST FIND HELP!
260
00:14:05,512 --> 00:14:07,472
What are you saying?
WHO'S taken you!
261
00:14:07,514 --> 00:14:09,725
BE CAREFUL WHO YOU TRUST.
262
00:14:09,767 --> 00:14:11,810
YOU WILL NEED ALL THE
HELP YOU CAN FIND.
263
00:14:11,851 --> 00:14:12,894
THE CHANGELINGS
HAVE RETURNED AND...
264
00:14:12,936 --> 00:14:16,106
Princess Luna!
265
00:14:16,147 --> 00:14:19,234
[whoosh]
266
00:14:19,276 --> 00:14:20,902
[gasping]
267
00:14:20,944 --> 00:14:22,320
THEY'RE BACK!
268
00:14:34,040 --> 00:14:35,250
[knocking]
269
00:14:35,292 --> 00:14:38,920
Trixie? Trixie, it's
Starlight! Are you awake?
270
00:14:38,962 --> 00:14:42,924
Of COURSE Princess Celestia,
I'd love to perform
271
00:14:42,966 --> 00:14:44,926
for Peanut Butter crackers.
272
00:14:44,968 --> 00:14:46,886
TRIXIE! WAKE UP!
273
00:14:49,097 --> 00:14:53,602
[firecrackers explosions
and whistles]
274
00:14:53,644 --> 00:14:57,981
[coughing]
275
00:14:58,022 --> 00:15:01,985
Starlight? What time is it?
276
00:15:02,026 --> 00:15:05,363
It's late. I think I figured out
what's wrong with my friends.
277
00:15:05,405 --> 00:15:07,115
I have a whole
list of things
278
00:15:07,157 --> 00:15:08,950
that are wrong
with your friends.
279
00:15:08,992 --> 00:15:11,453
We can go over it
in the morning.
280
00:15:11,495 --> 00:15:13,913
No! Trixie, we're in danger!
281
00:15:16,708 --> 00:15:21,588
OK fine. Aside from lack of
sleep, how are we in danger?
282
00:15:21,630 --> 00:15:23,841
I think the...
283
00:15:23,882 --> 00:15:27,719
What did you tell me never
to tell another pony?
284
00:15:27,761 --> 00:15:31,055
Starlight, if you woke me
up to play guessing games...
285
00:15:31,097 --> 00:15:32,724
After we left my village!
286
00:15:32,766 --> 00:15:37,979
What did you tell me to never
tell another pony you said!?
287
00:15:38,021 --> 00:15:40,649
That even Trixie's
made mistakes.
288
00:15:40,691 --> 00:15:43,985
Trixie, there's no time for
this. What did you say?
289
00:15:44,027 --> 00:15:48,990
That even Trixie's made
mistakes, OK? Are you happy?
290
00:15:49,032 --> 00:15:53,620
Yes. Sorry. I just had to make
sure you weren't one of them.
291
00:15:53,662 --> 00:15:54,663
One of who?
292
00:15:54,705 --> 00:15:56,206
A changeling.
293
00:15:56,247 --> 00:15:59,000
I think they've taken Princess
Celestia and Princess Luna.
294
00:15:59,042 --> 00:16:02,003
What? Are you sure? I
mean, what do we...
295
00:16:02,045 --> 00:16:03,755
We have to tell Twilight!
296
00:16:03,797 --> 00:16:06,884
If I'm right, then it's
too late for that.
297
00:16:17,895 --> 00:16:22,774
[muffled conversation]
298
00:16:27,529 --> 00:16:28,529
Agh!
299
00:16:29,072 --> 00:16:30,058
Agh!
300
00:16:30,073 --> 00:16:32,701
[nasty laugh]
301
00:16:34,828 --> 00:16:36,037
Is it ready?
302
00:16:36,079 --> 00:16:37,997
Just one more.
303
00:16:39,082 --> 00:16:46,047
[zapping]
304
00:16:46,339 --> 00:16:48,842
QUEEN CHRYSALIS!
305
00:16:48,884 --> 00:16:51,929
Ugh, I can't take
any of you seriously
306
00:16:51,970 --> 00:16:53,137
when you look like that.
307
00:16:53,179 --> 00:16:54,765
Oh. Right.
308
00:17:01,521 --> 00:17:04,608
MUCH better. Now report.
309
00:17:04,649 --> 00:17:07,318
Everything here is going
according to plan.
310
00:17:07,360 --> 00:17:09,947
We've replaced the six
ponies and their dragon
311
00:17:09,988 --> 00:17:12,783
and have taken
control of the castle.
312
00:17:12,824 --> 00:17:15,827
Excellent. And I've
just received word
313
00:17:15,869 --> 00:17:18,162
that the Princesses from
Canterlot have successfully
314
00:17:18,204 --> 00:17:20,248
been replaced as well.
315
00:17:20,290 --> 00:17:23,418
[cackling]
316
00:17:23,460 --> 00:17:25,879
We thought too small last time,
317
00:17:25,921 --> 00:17:29,007
ONE ponynapped
princess wasn't enough.
318
00:17:29,048 --> 00:17:32,928
With ALL the most beloved ponies
of Equestria taken care of,
319
00:17:32,970 --> 00:17:35,305
NOPONY can stop us.
320
00:17:35,346 --> 00:17:40,184
[evil laugh]
321
00:17:40,226 --> 00:17:41,645
[whoosh]
322
00:17:43,146 --> 00:17:43,924
[creak]
323
00:17:43,939 --> 00:17:45,899
[hiss]
324
00:17:45,941 --> 00:17:47,651
[whoosh]
325
00:18:00,163 --> 00:18:04,584
[sniff sniff]
326
00:18:11,549 --> 00:18:13,844
[panicked whimpering]
327
00:18:13,885 --> 00:18:15,887
[zap zap]
328
00:18:15,929 --> 00:18:19,182
I can't deal with this.
I'm just a performer.
329
00:18:19,223 --> 00:18:21,935
This is... this is
princess level stuff.
330
00:18:21,977 --> 00:18:25,981
But the changeling's have all of
the princesses. We're doomed!
331
00:18:26,023 --> 00:18:29,860
Maybe not. Queen Chrysalis only
said they took Luna and Celestia
332
00:18:29,901 --> 00:18:31,653
and obviously Twilight
and the others,
333
00:18:31,695 --> 00:18:33,613
but maybe Cadance is still safe.
334
00:18:33,655 --> 00:18:35,824
Our best bet is to get
to the Crystal Empire
335
00:18:35,866 --> 00:18:37,742
before the changelings
do. That way we...
336
00:18:37,784 --> 00:18:40,411
There's no help coming
from the Crystal Empire.
337
00:18:42,413 --> 00:18:46,167
[frantic screaming]
338
00:18:46,209 --> 00:18:47,195
Thorax?
339
00:18:47,210 --> 00:18:48,196
Yes.
340
00:18:48,211 --> 00:18:50,129
Your wings look... different.
341
00:18:52,215 --> 00:18:53,884
I guess they do.
342
00:18:56,720 --> 00:18:59,056
How do I know you aren't
some other changeling
343
00:18:59,097 --> 00:19:01,432
pretending to be Throax?
344
00:19:01,474 --> 00:19:04,143
You were there when Spike
defended me to the ponies
345
00:19:04,185 --> 00:19:05,603
of the Crystal Empire.
346
00:19:05,645 --> 00:19:08,231
Princess Twilight said...
347
00:19:08,272 --> 00:19:11,192
As the Princess of Friendship,
I should set an example
348
00:19:11,234 --> 00:19:15,655
for all of Equestria, but today,
it was Spike who taught me...
349
00:19:15,697 --> 00:19:19,534
OK! OK. I believe you. We
don't need the whole speech.
350
00:19:21,536 --> 00:19:23,997
Trixie, this is Thorax.
351
00:19:24,039 --> 00:19:28,001
He's a reformed changeling.
He's on our side, understand?
352
00:19:30,378 --> 00:19:32,797
Hi, it's a pleasure to...
353
00:19:32,839 --> 00:19:35,759
If Starlight says you're on
our side I believe her but...
354
00:19:35,800 --> 00:19:38,636
maybe just stay over
there for now, OK?
355
00:19:40,263 --> 00:19:42,015
What did you mean
there's no help.
356
00:19:42,057 --> 00:19:44,893
Did the changelings
get Cadance too?
357
00:19:44,935 --> 00:19:48,646
They took Cadance, Shining
Armor AND Flurry Heart!
358
00:19:48,688 --> 00:19:51,232
Sunburst sent me here to get
Princess Twilight's help
359
00:19:51,274 --> 00:19:54,611
but it sounds like it's
too late for that too.
360
00:19:54,652 --> 00:19:56,613
So what should we do?
361
00:19:56,654 --> 00:19:59,741
Yeah, Starlight what
are we going to do?
362
00:19:59,783 --> 00:20:03,286
I... I don't know. There
has to be somepony else
363
00:20:03,327 --> 00:20:04,704
who can handle this.
364
00:20:04,746 --> 00:20:06,915
There is NOPONY else.
365
00:20:06,957 --> 00:20:10,251
Everypony with powerful
magic is already gone!
366
00:20:10,293 --> 00:20:12,670
You know, whenever ponies
talk about powerful magic,
367
00:20:12,712 --> 00:20:14,255
they always leave me out.
368
00:20:14,297 --> 00:20:18,259
If I weren't so evolved, I might
decide to take it personally.
369
00:20:18,301 --> 00:20:20,261
Well, isn't this
QUITE the combination
370
00:20:20,303 --> 00:20:22,722
of secondary characters.
371
00:20:22,764 --> 00:20:24,766
Where are Twilight
and the girls?
372
00:20:24,808 --> 00:20:28,561
First, how do we know
that you're really you?
373
00:20:29,312 --> 00:20:30,313
[snap]
374
00:20:36,069 --> 00:20:37,737
Shall I continue?
375
00:20:37,779 --> 00:20:39,864
Chrysalis and the
changelings are back.
376
00:20:39,906 --> 00:20:41,950
They've ponynapped all of
the most powerful ponies
377
00:20:41,992 --> 00:20:43,326
in Equestria.
378
00:20:43,367 --> 00:20:46,287
Celestia, Luna, Cadance,
Shining Armor, Flurry Heart,
379
00:20:46,329 --> 00:20:49,082
Twilight and her
friends. We need to...
380
00:20:49,124 --> 00:20:50,333
They took Fluttershy?
381
00:20:50,374 --> 00:20:51,375
Yes.
382
00:20:51,417 --> 00:20:53,044
Where?
383
00:20:53,086 --> 00:20:55,755
The changeling kingdom. With
you on our side, I think we...
384
00:20:55,797 --> 00:20:56,797
[poof]
385
00:20:58,257 --> 00:21:01,886
Odd. I was trying to take
us right to Fluttershy,
386
00:21:01,928 --> 00:21:05,223
but there is no Fluttershy.
387
00:21:05,264 --> 00:21:07,308
[smash]
388
00:21:07,350 --> 00:21:11,312
I think I have a pretty good
idea where she might be.
389
00:21:11,354 --> 00:21:17,819
* [dramatic] *
390
00:21:17,861 --> 00:21:23,324
Oh. I'd hoped to never see
that place again. Now what?