1
00:00:00,900 --> 00:00:04,103
♪♪
2
00:00:06,206 --> 00:00:07,139
Whoa, whoa, whoa ahhhhhh!
3
00:00:07,174 --> 00:00:08,106
[smashing glass]
4
00:00:08,141 --> 00:00:09,008
Agh!
5
00:00:12,112 --> 00:00:15,414
Well, we don't all
have magical horns.
6
00:00:15,449 --> 00:00:17,349
I've been meaning to
move these older books
7
00:00:17,384 --> 00:00:19,418
to my "reference"
section for a while.
8
00:00:19,453 --> 00:00:21,553
Gotta keep the new
books front and center!
9
00:00:21,588 --> 00:00:23,388
Thank you both for
your help.
10
00:00:23,423 --> 00:00:25,757
Are you kidding? After
all you've done for me?
11
00:00:25,792 --> 00:00:27,592
This is the least
I can do.
12
00:00:27,627 --> 00:00:30,095
Oh please, I haven't
done that much.
13
00:00:30,130 --> 00:00:33,365
Nah. You just taught me
the value of friendship.
14
00:00:33,400 --> 00:00:35,367
Not much at all.
15
00:00:35,402 --> 00:00:37,269
I may have offered
some guidance,
16
00:00:37,304 --> 00:00:40,072
but you are responsible
for the pony you've become.
17
00:00:40,107 --> 00:00:43,108
I'm proud to call you my
student AND my friend.
18
00:00:43,143 --> 00:00:45,310
Now, we just need to
get rid of these boxes.
19
00:00:45,345 --> 00:00:47,546
Spike, can you... Spike?
20
00:00:47,581 --> 00:00:49,081
What's that?
21
00:00:50,584 --> 00:00:52,350
Is it a bird?
22
00:00:52,385 --> 00:00:53,852
Is it a parasprite?
23
00:00:53,887 --> 00:00:56,721
It's... It's... INCOMING!!
24
00:00:56,756 --> 00:00:59,191
[crash]
25
00:01:04,464 --> 00:01:07,799
Oh. I usually get
letters by dragon.
26
00:01:07,834 --> 00:01:09,501
It IS the fastest
way to get mail.
27
00:01:13,874 --> 00:01:16,375
For me? Who would be
sending me a letter?
28
00:01:19,546 --> 00:01:22,514
It's the ponies
from my old village.
29
00:01:22,549 --> 00:01:23,615
Are they in danger?
30
00:01:23,650 --> 00:01:25,150
Are they upset with you?
31
00:01:25,185 --> 00:01:27,319
No. It's worse.
32
00:01:27,354 --> 00:01:30,122
They've invited me to the
annual sunset festival!
33
00:01:35,495 --> 00:01:38,830
♪ My little pony,
my little pony ♪
34
00:01:38,865 --> 00:01:40,765
♪ Aaaahhh ♪
35
00:01:40,800 --> 00:01:42,834
♪ My little Pony ♪
36
00:01:42,869 --> 00:01:45,403
♪ I used to wonder what
friendship could be. ♪
37
00:01:45,438 --> 00:01:47,305
♪ My Little Pony ♪
38
00:01:47,340 --> 00:01:49,741
♪ Until you all shared
its magic with me. ♪
39
00:01:49,776 --> 00:01:51,776
♪ Big adventure! ♪
♪ Tons of fun ♪
40
00:01:51,811 --> 00:01:53,912
♪ A beautiful heart! ♪
♪ Faithful and strong! ♪
41
00:01:53,947 --> 00:01:56,281
♪ Sharing kindness ♪
♪ it's an easy feat ♪
42
00:01:56,316 --> 00:01:58,283
♪ And magic makes it
all complete! ♪
43
00:01:58,318 --> 00:02:00,385
♪ To have my little pony ♪
44
00:02:00,420 --> 00:02:03,722
♪ Do you know you're all
my very best friends? ♪
45
00:02:03,757 --> 00:02:05,858
♪♪
46
00:02:10,830 --> 00:02:17,369
♪♪
47
00:02:17,404 --> 00:02:18,303
[sigh]
48
00:02:23,977 --> 00:02:26,878
Uh, hey there,
everypony.
49
00:02:26,913 --> 00:02:31,616
Uh. Hey Starlight. What
are you doing here?
50
00:02:31,651 --> 00:02:36,188
I... I was invited. To
the Sunset Festival?
51
00:02:36,223 --> 00:02:39,758
Uh yeah. But we didn't think
you'd actually show up.
52
00:02:39,793 --> 00:02:42,794
You didn't think we really
wanted you here did you?
53
00:02:45,265 --> 00:02:49,601
But I apologized. I thought
everything was fine.
54
00:02:49,636 --> 00:02:51,637
[laughing]
55
00:02:57,310 --> 00:02:59,678
PLEASE. Stop. STOP!
56
00:02:59,713 --> 00:03:06,284
♪ [eerie music] ♪
57
00:03:06,319 --> 00:03:09,855
What happened? Is
anypony there?
58
00:03:12,425 --> 00:03:16,228
Princess Luna? What
are you doing here?
59
00:03:16,263 --> 00:03:18,630
Dreams are my domain,
Starlight Glimmer.
60
00:03:18,665 --> 00:03:21,266
I am here because
you need me to be.
61
00:03:21,301 --> 00:03:24,402
Oh! It's only a dream.
62
00:03:24,437 --> 00:03:28,673
It may only be a dream, but
the feelings in it are real.
63
00:03:28,708 --> 00:03:31,009
Great. So I guess
I'm more afraid
64
00:03:31,044 --> 00:03:32,644
of going back
to the village
65
00:03:32,679 --> 00:03:35,380
than I thought.
What do I do now?
66
00:03:35,415 --> 00:03:36,982
I have been helped
time and time again
67
00:03:37,017 --> 00:03:39,651
by six very
special ponies.
68
00:03:39,686 --> 00:03:41,820
They helped me
overcome my past.
69
00:03:41,855 --> 00:03:44,456
You are fortunate to
have them as friends.
70
00:03:44,491 --> 00:03:46,825
I suggest you share your
concerns with them.
71
00:03:48,962 --> 00:03:51,663
I see much of myself in
you, Starlight Glimmer
72
00:03:51,698 --> 00:03:54,366
and I can tell you from
personal experience
73
00:03:54,401 --> 00:03:57,002
that things do
indeed get better.
74
00:03:57,037 --> 00:04:00,772
[whoosh]
75
00:04:00,807 --> 00:04:02,241
Huh?
76
00:04:05,612 --> 00:04:08,747
... and Princess Luna
said I should tell you all
77
00:04:08,782 --> 00:04:13,718
how I was feeling.
So, there it is.
78
00:04:13,753 --> 00:04:16,921
I'm afraid to go back to the
village for the celebration.
79
00:04:16,956 --> 00:04:20,925
But why, darling? You went back
to apologize; they accepted.
80
00:04:20,960 --> 00:04:23,361
Everypony has moved on!
81
00:04:23,396 --> 00:04:26,965
But have they? They don't really
know how much I've changed.
82
00:04:27,000 --> 00:04:29,501
Or even worse, maybe I
haven't changed as much
83
00:04:29,536 --> 00:04:31,503
as I think I have!
84
00:04:31,538 --> 00:04:35,040
TRUST ME. You are a totally
different pony now.
85
00:04:35,075 --> 00:04:37,342
I mean...you were
pretty awful!
86
00:04:37,377 --> 00:04:38,643
RAINBOW DASH!
87
00:04:38,678 --> 00:04:42,547
WHAT?! She WAS!
It's a compliment!
88
00:04:42,582 --> 00:04:44,616
I don't think they would
have sent the invitation
89
00:04:44,651 --> 00:04:46,451
if they didn't want
you to come.
90
00:04:46,486 --> 00:04:48,787
I'm sure they'd be
happy to see you.
91
00:04:48,822 --> 00:04:51,890
And getting an invitation
to a party and NOT GOING?
92
00:04:51,925 --> 00:04:54,693
That's like...
it's like...
93
00:04:54,728 --> 00:04:57,962
Well, I don't know what it's
like, but it is definitely bad.
94
00:04:57,997 --> 00:05:00,098
Just be honest
with them.
95
00:05:00,133 --> 00:05:02,600
I'm sure they'll understand
where you're comin' from.
96
00:05:02,635 --> 00:05:04,803
I understand how
hard this is for you.
97
00:05:04,838 --> 00:05:06,438
Maybe if you took
a friend along,
98
00:05:06,473 --> 00:05:07,772
it might
make things easier.
99
00:05:07,807 --> 00:05:10,676
Somepony you trust who
would look out for you.
100
00:05:16,883 --> 00:05:18,583
Thanks so much for
doing this, Trixie.
101
00:05:18,618 --> 00:05:20,352
When Twilight said I
should bring a friend,
102
00:05:20,387 --> 00:05:22,087
you were the first
pony I thought of.
103
00:05:22,122 --> 00:05:24,489
Great idea,
Princess Twilight.
104
00:05:24,524 --> 00:05:27,625
Asking me, Starlight's
BEST friend,
105
00:05:27,660 --> 00:05:29,894
to help her on this
difficult journey
106
00:05:29,929 --> 00:05:33,798
really shows how wise a
princess you have become.
107
00:05:33,833 --> 00:05:35,734
Thanks, Trixie.
108
00:05:35,769 --> 00:05:37,669
I was TALKING about me.
109
00:05:39,706 --> 00:05:41,039
The festival lasts
a whole week,
110
00:05:41,074 --> 00:05:43,041
but I'm sure we
won't stay that long.
111
00:05:43,076 --> 00:05:44,909
Oh I don't know,
Starlight,
112
00:05:44,944 --> 00:05:47,579
time really flies when
you're spending it
113
00:05:47,614 --> 00:05:49,614
with your BEST FRIEND!
114
00:05:55,955 --> 00:05:59,057
Bye Starlight!See
you later! Good luck!
115
00:06:03,830 --> 00:06:06,564
There it is! The
town where you --
116
00:06:06,599 --> 00:06:08,099
Magically stole
everypony's cutie mark,
117
00:06:08,134 --> 00:06:10,068
replaced them with equal
signs and forced them all
118
00:06:10,103 --> 00:06:13,171
to hide their
natural talents? Yes.
119
00:06:13,206 --> 00:06:16,808
I was going say
where you came from.
120
00:06:16,843 --> 00:06:20,812
But yours is a more...
emotionally traumatic answer.
121
00:06:20,847 --> 00:06:22,514
[sigh]
122
00:06:22,549 --> 00:06:25,550
I just want to blend in. Be
just another pony in the crowd
123
00:06:25,585 --> 00:06:27,852
enjoying the Sunset
Festival with my friend.
124
00:06:27,887 --> 00:06:30,522
Sounds good to me. And if
things get weird for you,
125
00:06:30,557 --> 00:06:32,957
just let me know.
I've got your flank.
126
00:06:32,992 --> 00:06:34,559
Is that a promise?
127
00:06:34,594 --> 00:06:39,831
Not just a promise. A GREAT
and POWERFUL promise.
128
00:06:39,866 --> 00:06:40,999
[pow!]
129
00:06:41,034 --> 00:06:43,435
[cough]
130
00:06:43,470 --> 00:06:46,204
Well, I couldn't ask
for more than that.
131
00:06:46,239 --> 00:06:48,540
If we're gonna do
this, let's do it!
132
00:06:58,251 --> 00:07:01,920
Ahh! STARLIGHT! YOU CAME!
133
00:07:01,955 --> 00:07:03,455
[nervous giggle]
134
00:07:03,490 --> 00:07:05,557
We were worried you
wouldn't be able to make it!
135
00:07:05,592 --> 00:07:06,858
Are you staying
the whole week?
136
00:07:06,893 --> 00:07:09,561
We have different
events planned each day!
137
00:07:09,596 --> 00:07:11,663
How is it living
in a castle?
138
00:07:11,698 --> 00:07:14,833
It is SO good
to see you.
139
00:07:14,868 --> 00:07:18,937
Oh yeah. These ponies
are terrifying.
140
00:07:18,972 --> 00:07:21,539
[giggle]
141
00:07:21,574 --> 00:07:24,242
It's good to see
all of you too.
142
00:07:24,277 --> 00:07:26,778
You got here
JUST in time.
143
00:07:26,813 --> 00:07:29,614
We were having some debate
about these banners.
144
00:07:29,649 --> 00:07:33,051
Which do you think
feels more sunsety?
145
00:07:33,086 --> 00:07:36,087
Oh, you don't need
me to decide that.
146
00:07:36,122 --> 00:07:38,656
Whatever you think
is probably best.
147
00:07:38,691 --> 00:07:41,025
Uh well, how about
helping us with the routes
148
00:07:41,060 --> 00:07:44,496
for the relay races tomorrow.
Can you take a look?
149
00:07:44,531 --> 00:07:47,699
Oh, I shouldn't.
You all go ahead.
150
00:07:47,734 --> 00:07:49,834
I just want to
enjoy the festival.
151
00:07:49,869 --> 00:07:52,971
But you WILL be a judge for
the baking competition, right?
152
00:07:53,006 --> 00:07:55,240
We had a few questions
about the order of the acts
153
00:07:55,275 --> 00:07:57,075
for the talent show.
154
00:07:57,110 --> 00:07:59,511
And the unicorns have a
fireworks show planned.
155
00:07:59,546 --> 00:08:01,246
We could REALLY
use your help!
156
00:08:01,281 --> 00:08:03,482
[Talking over each other]
157
00:08:08,988 --> 00:08:09,954
NO!
158
00:08:09,989 --> 00:08:10,955
[explosion]
159
00:08:10,990 --> 00:08:13,224
[chattering teeth]
160
00:08:13,259 --> 00:08:17,228
Huh?
161
00:08:17,263 --> 00:08:20,665
The great and powerful Trixie
would like to thank you all
162
00:08:20,700 --> 00:08:22,634
for being such an
amazing audience!
163
00:08:22,669 --> 00:08:24,736
Sadly it is time
for us to depart!
164
00:08:24,771 --> 00:08:26,938
Good night, fillies
and gentlefoals!
165
00:08:26,973 --> 00:08:27,839
[explosion]
166
00:08:27,874 --> 00:08:30,608
[coughing]
167
00:08:30,643 --> 00:08:33,879
[all chattering]
168
00:08:41,621 --> 00:08:44,923
Ugh. I was horrible
when I led that town.
169
00:08:44,958 --> 00:08:47,992
I was ready for them to not
trust me, but I wasn't ready
170
00:08:48,027 --> 00:08:50,795
for them to put me
in charge again!
171
00:08:50,830 --> 00:08:54,098
With my past, I should never
be in charge of anything.
172
00:08:54,133 --> 00:08:56,801
So you messed
up. Big deal.
173
00:08:58,705 --> 00:09:01,839
Don't you ever tell
another pony I said this,
174
00:09:01,874 --> 00:09:05,910
but even Trixie's made
mistakes. Ha, I know!
175
00:09:05,945 --> 00:09:10,148
The trick is to just move on and
pretend they never happened!
176
00:09:10,183 --> 00:09:12,817
I feel like that's
almost good advice.
177
00:09:19,158 --> 00:09:22,160
Hey! Uh, Pinkie Pie!
178
00:09:22,195 --> 00:09:24,729
Hey, you!
179
00:09:24,764 --> 00:09:28,199
So. You're probably wondering
why I'm back so soon.
180
00:09:28,234 --> 00:09:29,934
Where were you?
181
00:09:29,969 --> 00:09:33,605
I went to my old village?
For the festival?
182
00:09:33,640 --> 00:09:36,908
Ooo sounds fun!
How was it!
183
00:09:36,943 --> 00:09:38,776
It was kind of a disaster.
184
00:09:38,811 --> 00:09:40,979
I came back early
because I freaked out.
185
00:09:41,014 --> 00:09:43,014
Oooh, sounds awful! Bye!
186
00:09:45,885 --> 00:09:48,286
That was strange.
187
00:09:48,321 --> 00:09:50,722
Isn't she always strange?
188
00:09:50,757 --> 00:09:52,957
Yeah, but not like that.
189
00:09:52,992 --> 00:09:55,860
Hey! I'm back early!
190
00:09:55,895 --> 00:09:58,363
Ah, welcome
back.
191
00:09:58,398 --> 00:10:01,265
Have you two noticed Pinkie
acting a little strange?
192
00:10:01,300 --> 00:10:03,134
Pinkie Pie always
acts strange.
193
00:10:04,270 --> 00:10:05,903
Told you.
194
00:10:05,938 --> 00:10:08,106
Anyway, I wanted to
talk to all of you.
195
00:10:08,141 --> 00:10:10,742
Things didn't go the way I
thought they were going to go
196
00:10:10,777 --> 00:10:11,976
at the Sunset Festival.
197
00:10:12,011 --> 00:10:13,378
What happened?
198
00:10:13,413 --> 00:10:16,414
I kind of freaked out and
ran out of the village.
199
00:10:16,449 --> 00:10:19,017
HA HA HA!
200
00:10:19,052 --> 00:10:21,886
You freaked out and ran
away from a festival?
201
00:10:21,921 --> 00:10:25,990
Ha! That's the funniest dang
thing I've heard all day!
202
00:10:26,025 --> 00:10:29,927
Ha ha, Oh my! Let me guess. The
decorations were TERRIFYING!
203
00:10:29,962 --> 00:10:36,267
HA HA HA!
204
00:10:36,302 --> 00:10:39,270
[Whisper]
205
00:10:39,305 --> 00:10:42,907
Hello ponies. We need
Rarity and Applejack.
206
00:10:42,942 --> 00:10:45,644
Very important
friendship business.
207
00:10:51,084 --> 00:10:54,118
I have to say I'm really not
as impressed with your friends
208
00:10:54,153 --> 00:10:56,688
as the rest of
Equestria is.
209
00:10:56,723 --> 00:10:58,322
I need to talk
to Twilight.
210
00:10:58,357 --> 00:11:04,195
♪♪
211
00:11:04,230 --> 00:11:05,329
[knock on door]
212
00:11:05,364 --> 00:11:08,366
Twilight! Hello?
213
00:11:08,401 --> 00:11:11,135
What do you want?
Twilight's very busy!
214
00:11:11,170 --> 00:11:13,337
Spike, I really need
to speak with her.
215
00:11:13,372 --> 00:11:18,309
Make an appointment! She's
a princess after all. [slam]
216
00:11:18,344 --> 00:11:21,045
[knocking] What's wrong with
you? Why are you being so--
217
00:11:21,080 --> 00:11:25,383
Rude? I think a certain dragon
didn't get his nap today!
218
00:11:25,418 --> 00:11:28,119
Yeah right. Whatever...
219
00:11:28,154 --> 00:11:31,089
Sorry, he's been acting
a little off all day.
220
00:11:31,124 --> 00:11:32,990
I think he missed a
meal or something.
221
00:11:33,025 --> 00:11:34,459
He's not the
only one.
222
00:11:34,494 --> 00:11:37,862
Everypony is acting a
little strange today.
223
00:11:37,897 --> 00:11:42,333
Yes. It's definitely been one
of those days. How are you?
224
00:11:42,368 --> 00:11:44,736
Not great actually.
You're probably wondering
225
00:11:44,771 --> 00:11:47,205
why I'm back from the
village so early.
226
00:11:47,240 --> 00:11:50,808
I didn't want to bring it up but
yeah, it did seem strange.
227
00:11:50,843 --> 00:11:52,276
Did it not go well?
228
00:11:52,311 --> 00:11:54,278
The townsponies kept
asking me things,
229
00:11:54,313 --> 00:11:56,914
like they expected me
to be in charge again.
230
00:11:56,949 --> 00:11:59,917
But being a leader is the
last thing I should ever be.
231
00:11:59,952 --> 00:12:04,522
So we left. Very suddenly.
In a literal puff of smoke.
232
00:12:04,557 --> 00:12:08,793
Wow. You should DEFINITELY
never go back to that village!
233
00:12:08,828 --> 00:12:10,228
What?
234
00:12:10,263 --> 00:12:13,164
If you were worried about what
they thought of you before,
235
00:12:13,199 --> 00:12:17,101
it's probably WAY worse
now. I'd cut my losses.
236
00:12:17,136 --> 00:12:20,772
That's surprising
advice coming from you.
237
00:12:20,807 --> 00:12:23,841
Trust me. I'm the
Princess of Friendship.
238
00:12:23,876 --> 00:12:27,011
You don't need those ponies. You
can always make more friends.
239
00:12:29,949 --> 00:12:32,283
Ah, speaking of friends,
if you'll excuse me.
240
00:12:32,318 --> 00:12:33,785
Important business to attend to!
241
00:12:38,991 --> 00:12:40,324
[slam]
242
00:12:40,359 --> 00:12:43,361
♪ [mysterious music] ♪
243
00:12:47,900 --> 00:12:51,235
Cut my losses? That
can't be right.
244
00:12:51,270 --> 00:12:54,272
♪♪
245
00:13:06,452 --> 00:13:11,189
Hey! I wanted to apologize
for my behavior earlier.
246
00:13:11,224 --> 00:13:15,860
Party Favor? Can you hear me?
247
00:13:15,895 --> 00:13:20,965
I TOLD you, you can never
speak to them again!
248
00:13:21,000 --> 00:13:22,934
What are you all doing here?
249
00:13:22,969 --> 00:13:27,371
Making sure you do what I said!
I'm your teacher,aren't I?
250
00:13:27,406 --> 00:13:29,974
Didn't I say to
never come back here?
251
00:13:30,009 --> 00:13:32,543
Yes, but that's just
doesn't seem right.
252
00:13:32,578 --> 00:13:37,148
You aren't acting like
yourself. Something is wrong.
253
00:13:37,183 --> 00:13:39,851
[whistling wind]
254
00:13:39,886 --> 00:13:42,620
A dream! This is
another dream!
255
00:13:42,655 --> 00:13:44,188
Starlight Glimmer...
256
00:13:44,223 --> 00:13:45,923
Princess Luna?
257
00:13:45,958 --> 00:13:47,391
Starlight Glimmer!
258
00:13:47,426 --> 00:13:49,460
Princess Luna, where are you?
259
00:13:49,495 --> 00:13:52,864
STARLIGHT GLIMMER!THERE IS
NO TIME! YOU MUST GET HELP!
260
00:13:52,899 --> 00:13:55,867
What? What are you talking
about? This is just a dream!
261
00:13:55,902 --> 00:13:59,503
NOT HERE! IN THE WAKING WORLD!
THEY'VE TAKEN MY SISTER AND I!
262
00:13:59,538 --> 00:14:01,339
IT'S WORSE THAN THE LAST TIME!
263
00:14:01,374 --> 00:14:03,875
YOUR DREAM CALLED TO ME AND
I WAS ABLE TO BREAK THROUGH!
264
00:14:03,910 --> 00:14:05,142
YOU MUST FIND HELP!
265
00:14:05,177 --> 00:14:07,144
What are you saying?
WHO'S taken you!
266
00:14:07,179 --> 00:14:09,347
BE CAREFUL WHO YOU TRUST.
267
00:14:09,382 --> 00:14:11,415
YOU WILL NEED ALL THE
HELP YOU CAN FIND.
268
00:14:11,450 --> 00:14:12,483
THE CHANGELINGS
HAVE RETURNED AND--
269
00:14:12,518 --> 00:14:15,653
Princess Luna!
270
00:14:15,688 --> 00:14:18,956
[whoosh]
271
00:14:18,991 --> 00:14:20,391
[gasping]
272
00:14:20,426 --> 00:14:21,559
THEY'RE BACK!
273
00:14:34,006 --> 00:14:35,206
[knocking]
274
00:14:35,241 --> 00:14:38,542
Trixie? Trixie, it's
Starlight! Are you awake?
275
00:14:38,577 --> 00:14:42,480
Of COURSE Princess Celestia,
I'd love to perform
276
00:14:42,515 --> 00:14:44,515
for Peanut Butter crackers.
277
00:14:44,550 --> 00:14:46,217
TRIXIE! WAKE UP!
278
00:14:48,654 --> 00:14:53,057
[firecrackers explosions
and whistles]
279
00:14:53,092 --> 00:14:57,395
[coughing]
280
00:14:57,430 --> 00:15:01,966
Starlight? What time is it?
281
00:15:02,001 --> 00:15:05,069
It's late. I think I figured out
what's wrong with my friends.
282
00:15:05,104 --> 00:15:06,671
I have a whole
list of things
283
00:15:06,706 --> 00:15:08,506
that are wrong
with your friends.
284
00:15:08,541 --> 00:15:11,142
We can go over it
in the morning.
285
00:15:11,177 --> 00:15:13,278
No! Trixie, we're in danger!
286
00:15:16,349 --> 00:15:21,052
OK fine. Aside from lack of
sleep, how are we in danger?
287
00:15:21,087 --> 00:15:23,454
I think the--
288
00:15:23,489 --> 00:15:27,358
What did you tell me never
to tell another pony?
289
00:15:27,393 --> 00:15:30,628
Starlight, if you woke me
up to play guessing games--
290
00:15:30,663 --> 00:15:32,363
After we left my village!
291
00:15:32,398 --> 00:15:37,435
What did you tell me to never
tell another pony you said!?
292
00:15:37,470 --> 00:15:40,304
That even Trixie's
made mistakes.
293
00:15:40,339 --> 00:15:43,641
Trixie, there's no time for
this. What did you say?
294
00:15:43,676 --> 00:15:48,612
That even Trixie's made
mistakes, OK? Are you happy?
295
00:15:48,647 --> 00:15:53,084
Yes. Sorry. I just had to make
sure you weren't one of them.
296
00:15:53,119 --> 00:15:54,118
One of who?
297
00:15:54,153 --> 00:15:55,987
A changeling.
298
00:15:56,022 --> 00:15:58,589
I think they've taken Princess
Celestia and Princess Luna.
299
00:15:58,624 --> 00:16:01,425
What? Are you sure? I
mean, what do we--
300
00:16:01,460 --> 00:16:03,394
We have to tell Twilight!
301
00:16:03,429 --> 00:16:06,230
If I'm right, then it's
too late for that.
302
00:16:17,309 --> 00:16:22,146
[muffled conversation]
303
00:16:26,819 --> 00:16:28,019
Agh!
304
00:16:28,487 --> 00:16:29,553
Agh!
305
00:16:29,588 --> 00:16:32,090
[nasty laugh]
306
00:16:34,260 --> 00:16:35,526
Is it ready?
307
00:16:35,561 --> 00:16:37,395
Just one more.
308
00:16:38,564 --> 00:16:40,565
[zapping]
309
00:16:46,072 --> 00:16:48,472
QUEEN CHRYSALIS!
310
00:16:48,507 --> 00:16:51,342
Ugh, I can't take
any of you seriously
311
00:16:51,377 --> 00:16:52,710
when you look like that.
312
00:16:52,745 --> 00:16:54,145
Oh. Right.
313
00:17:01,220 --> 00:17:04,288
MUCH better. Now report.
314
00:17:04,323 --> 00:17:07,058
Everything here is going
according to plan.
315
00:17:07,093 --> 00:17:09,560
We've replaced the six
ponies and their dragon
316
00:17:09,595 --> 00:17:12,430
and have taken
control of the castle.
317
00:17:12,465 --> 00:17:15,466
Excellent. And I've
just received word
318
00:17:15,501 --> 00:17:17,735
that the Princesses from
Canterlot have successfully
319
00:17:17,770 --> 00:17:19,804
been replaced as well.
320
00:17:19,839 --> 00:17:23,140
[cackling]
321
00:17:23,175 --> 00:17:25,509
We thought too small last time,
322
00:17:25,544 --> 00:17:28,612
ONE ponynapped
princess wasn't enough.
323
00:17:28,647 --> 00:17:32,349
With ALL the most beloved ponies
of Equestria taken care of,
324
00:17:32,384 --> 00:17:34,852
NOPONY can stop us.
325
00:17:34,887 --> 00:17:39,757
[evil laugh]
326
00:17:39,792 --> 00:17:41,059
[whoosh]
327
00:17:42,528 --> 00:17:43,494
[creak]
328
00:17:43,529 --> 00:17:45,329
[hiss]
329
00:17:45,364 --> 00:17:47,065
[whoosh]
330
00:17:59,612 --> 00:18:03,815
[sniff sniff]
331
00:18:11,257 --> 00:18:13,290
[panicked whimpering]
332
00:18:13,325 --> 00:18:15,526
[zap zap]
333
00:18:15,561 --> 00:18:18,762
I can't deal with this.
I'm just a performer.
334
00:18:18,797 --> 00:18:21,565
This is... this is
princess level stuff.
335
00:18:21,600 --> 00:18:25,603
But the changeling's have all of
the princesses. We're doomed!
336
00:18:25,638 --> 00:18:29,507
Maybe not. Queen Chrysalis only
said they took Luna and Celestia
337
00:18:29,542 --> 00:18:31,342
and obviously Twilight
and the others,
338
00:18:31,377 --> 00:18:33,310
but maybe Cadance is still safe.
339
00:18:33,345 --> 00:18:35,479
Our best bet is to get
to the Crystal Empire
340
00:18:35,514 --> 00:18:37,414
before the changelings
do. That way we--
341
00:18:37,449 --> 00:18:39,684
There's no help coming
from the Crystal Empire.
342
00:18:41,954 --> 00:18:45,723
[frantic screaming]
343
00:18:45,758 --> 00:18:46,757
Thorax?
344
00:18:46,792 --> 00:18:47,725
Yes.
345
00:18:47,760 --> 00:18:49,527
Your wings look... different.
346
00:18:51,597 --> 00:18:53,264
I guess they do.
347
00:18:56,402 --> 00:18:58,469
How do I know you aren't
some other changeling
348
00:18:58,504 --> 00:19:01,172
pretending to be Throax?
349
00:19:01,207 --> 00:19:03,541
You were there when Spike
defended me to the ponies
350
00:19:03,576 --> 00:19:05,309
of the Crystal Empire.
351
00:19:05,344 --> 00:19:07,778
Princess Twilight said...
352
00:19:07,813 --> 00:19:11,182
As the Princess of Friendship,
I should set an example
353
00:19:11,217 --> 00:19:15,352
for all of Equestria, but today,
it was Spike who taught me--
354
00:19:15,387 --> 00:19:18,789
OK! OK. I believe you. We
don't need the whole speech.
355
00:19:21,260 --> 00:19:23,627
Trixie, this is Thorax.
356
00:19:23,662 --> 00:19:27,365
He's a reformed changeling.
He's on our side, understand?
357
00:19:29,935 --> 00:19:32,469
Hi, it's a pleasure to--
358
00:19:32,504 --> 00:19:35,439
If Starlight says you're on
our side I believe her but...
359
00:19:35,474 --> 00:19:37,875
maybe just stay over
there for now, OK?
360
00:19:39,845 --> 00:19:41,645
What did you mean
there's no help.
361
00:19:41,680 --> 00:19:44,548
Did the changelings
get Cadance too?
362
00:19:44,583 --> 00:19:48,352
They took Cadance, Shining
Armor AND Flurry Heart!
363
00:19:48,387 --> 00:19:50,854
Sunburst sent me here to get
Princess Twilight's help
364
00:19:50,889 --> 00:19:54,325
but it sounds like it's
too late for that too.
365
00:19:54,360 --> 00:19:56,327
So what should we do?
366
00:19:56,362 --> 00:19:59,430
Yeah, Starlight what
are we going to do?
367
00:19:59,465 --> 00:20:02,866
I... I don't know. There
has to be somepony else
368
00:20:02,901 --> 00:20:04,401
who can handle this.
369
00:20:04,436 --> 00:20:06,570
There is NOPONY else.
370
00:20:06,605 --> 00:20:09,840
Everypony with powerful
magic is already gone!
371
00:20:09,875 --> 00:20:12,376
You know, whenever ponies
talk about powerful magic,
372
00:20:12,411 --> 00:20:14,245
they always leave me out.
373
00:20:14,280 --> 00:20:17,848
If I weren't so evolved, I might
decide to take it personally.
374
00:20:17,883 --> 00:20:19,683
Well, isn't this
QUITE the combination
375
00:20:19,718 --> 00:20:22,419
of secondary characters.
376
00:20:22,454 --> 00:20:24,455
Where are Twilight
and the girls?
377
00:20:24,490 --> 00:20:27,825
First, how do we know
that you're really you?
378
00:20:28,694 --> 00:20:29,893
[snap]
379
00:20:29,928 --> 00:20:35,466
♪♪
380
00:20:35,501 --> 00:20:37,434
Shall I continue?
381
00:20:37,469 --> 00:20:39,536
Chrysalis and the
changelings are back.
382
00:20:39,571 --> 00:20:41,405
They've ponynapped all of
the most powerful ponies
383
00:20:41,440 --> 00:20:42,873
in Equestria.
384
00:20:42,908 --> 00:20:45,876
Celestia, Luna, Cadance,
Shining Armor, Flurry Heart,
385
00:20:45,911 --> 00:20:48,512
Twilight and her
friends. We need to--
386
00:20:48,547 --> 00:20:49,913
They took Fluttershy?
387
00:20:49,948 --> 00:20:50,948
Yes.
388
00:20:50,983 --> 00:20:52,683
Where?
389
00:20:52,718 --> 00:20:55,052
The changeling kingdom. With
you on our side, I think we --
390
00:20:55,087 --> 00:20:56,287
[poof]
391
00:20:57,856 --> 00:21:01,558
Odd. I was trying to take
us right to Fluttershy,
392
00:21:01,593 --> 00:21:04,295
but there is no Fluttershy.
393
00:21:05,064 --> 00:21:07,364
[smash]
394
00:21:07,399 --> 00:21:10,834
I think I have a pretty good
idea where she might be.
395
00:21:10,869 --> 00:21:13,871
♪ [dramatic] ♪
396
00:21:18,444 --> 00:21:22,746
Oh. I'd hoped to never see
that place again. Now what?
397
00:21:22,781 --> 00:21:25,783
♪♪
398
00:21:32,024 --> 00:21:34,358
♪ My Little Pony ♪
399
00:21:36,428 --> 00:21:38,529
♪ My Little Pony ♪
400
00:21:49,508 --> 00:21:51,542
♪ My Little Pony ♪
401
00:21:51,577 --> 00:21:55,313
♪ friends ♪