1
00:00:01,834 --> 00:00:08,000
♪♪

2
00:00:08,041 --> 00:00:10,000
Hear ye! Hear ye!

3
00:00:10,041 --> 00:00:15,000
The Ponyville Foal and Filly
Fair is almost ready to begin!

4
00:00:15,041 --> 00:00:18,375
(excited chatter)

5
00:00:18,417 --> 00:00:21,125
Whee! Ha ha!

6
00:00:21,166 --> 00:00:22,250
(ding)

7
00:00:22,291 --> 00:00:23,333
Ha ha!

8
00:00:23,375 --> 00:00:24,333
Hee hee hee!

9
00:00:24,375 --> 00:00:25,375
(giggling)

10
00:00:26,417 --> 00:00:28,291
Just because the
attendees are young,

11
00:00:28,333 --> 00:00:31,709
doesn't mean they don't deserve
my very best creative work.

12
00:00:31,750 --> 00:00:33,959
Why, this puppet theatre
is going to be the talk

13
00:00:34,000 --> 00:00:35,458
of the Foal and Filly Fair.

14
00:00:36,834 --> 00:00:38,208
How could it not be?

15
00:00:38,250 --> 00:00:40,417
You're the one making it.

16
00:00:40,458 --> 00:00:42,917
Oh, but I couldn't have
done it without the help

17
00:00:42,959 --> 00:00:45,917
of one of my dearest and
most supportive friends.

18
00:00:45,959 --> 00:00:49,083
You are my favorite dragon.

19
00:00:49,125 --> 00:00:51,417
Your favorite dragon?

20
00:00:51,458 --> 00:00:52,959
Aw, gee.

21
00:00:53,000 --> 00:00:56,709
The hours have been long, the
work taxing beyond compare,

22
00:00:56,750 --> 00:00:58,959
but it will all be
worth it when we hear

23
00:00:59,000 --> 00:01:00,458
those three little words--

24
00:01:00,500 --> 00:01:03,291
Gruff voice: This is awful!

25
00:01:03,333 --> 00:01:04,500
Awful?

26
00:01:04,542 --> 00:01:07,166
Completely unusable.

27
00:01:07,208 --> 00:01:09,834
Hmmm.

28
00:01:09,875 --> 00:01:12,542
It doesn't travel!

29
00:01:12,583 --> 00:01:16,542
There's no room for my puppets!

30
00:01:16,583 --> 00:01:19,542
It appears I won't have a
travelling puppet theatre

31
00:01:19,583 --> 00:01:21,500
to use after all.

32
00:01:25,750 --> 00:01:28,083
I don't know what that
guy was talking about.

33
00:01:28,125 --> 00:01:30,458
This thing is perfect.

34
00:01:36,083 --> 00:01:39,875
♪ My Little Pony,
My Little Pony ♪

35
00:01:39,917 --> 00:01:40,875
♪ Aaaaahhh! ♪

36
00:01:40,917 --> 00:01:41,917
♪ (upbeat) ♪

37
00:01:41,959 --> 00:01:44,125
♪ My Little Pony ♪

38
00:01:44,166 --> 00:01:46,333
♪ I used to wonder what
friendship could be ♪

39
00:01:46,375 --> 00:01:48,333
♪ My Little Pony ♪

40
00:01:48,375 --> 00:01:50,583
♪ Until you all shared
its magic with me ♪

41
00:01:50,625 --> 00:01:51,583
♪ Big adventure ♪

42
00:01:51,625 --> 00:01:52,750
♪ Tons of fun. ♪

43
00:01:52,792 --> 00:01:53,917
♪ A beautiful heart ♪

44
00:01:53,959 --> 00:01:55,041
♪ faithful and strong ♪

45
00:01:55,083 --> 00:01:56,041
♪ Sharing kindness ♪

46
00:01:56,083 --> 00:01:57,333
♪ it's an easy feat ♪

47
00:01:57,375 --> 00:01:59,083
♪ And magic makes it
all complete ♪

48
00:01:59,125 --> 00:02:01,208
♪ My Little Ponies ♪

49
00:02:01,250 --> 00:02:03,875
♪ Do you know you're all
my very best friends? ♪

50
00:02:03,917 --> 00:02:08,041
♪♪

51
00:02:12,917 --> 00:02:14,333
Rarity: This is terrible.

52
00:02:14,375 --> 00:02:16,250
Simply terrible!

53
00:02:16,291 --> 00:02:18,250
(sobbing)

54
00:02:18,291 --> 00:02:21,125
So that puppeteer didn't like
your exquisitely crafted,

55
00:02:21,166 --> 00:02:23,125
best puppet theatre in the
history of puppet theatres

56
00:02:23,166 --> 00:02:24,166
puppet theatre.

57
00:02:25,709 --> 00:02:27,000
You can just contribute
something else

58
00:02:27,041 --> 00:02:28,667
to the Foal and Filly Fair.

59
00:02:28,709 --> 00:02:30,333
(sobbing)

60
00:02:30,375 --> 00:02:32,709
I suppose I could.

61
00:02:32,750 --> 00:02:34,583
Forget it, Spike.

62
00:02:34,625 --> 00:02:36,834
I'd never have something
finished in time.

63
00:02:36,875 --> 00:02:39,875
(crying)

64
00:02:44,250 --> 00:02:46,834
I wanted to leave my
creative mark on the fair

65
00:02:46,875 --> 00:02:48,542
and I have failed.

66
00:02:48,583 --> 00:02:49,959
Mmm.

67
00:02:50,000 --> 00:02:51,709
Miserably.

68
00:02:51,750 --> 00:02:56,041
And that makes me miserable.

69
00:02:56,083 --> 00:02:59,041
(crying)

70
00:03:06,291 --> 00:03:08,959
There's gotta be something
in here somewhere.

71
00:03:09,000 --> 00:03:10,333
Hoo!

72
00:03:10,375 --> 00:03:12,667
It's not who, it's what.

73
00:03:12,709 --> 00:03:16,166
Like what can help Rarity make
something in time for the fair?

74
00:03:16,208 --> 00:03:19,709
She really, really, really wants
to make a creative contribution.

75
00:03:19,750 --> 00:03:21,792
She said I'm her
favorite dragon.

76
00:03:21,834 --> 00:03:25,125
So it's up to me to come through
for her in her time of need.

77
00:03:27,458 --> 00:03:30,000
There's gotta be some kind of
spell that'll do the trick.

78
00:03:30,041 --> 00:03:31,417
Owl: Hoo!

79
00:03:31,458 --> 00:03:33,166
Come on, help a dragon out!

80
00:03:34,542 --> 00:03:35,542
Hoo!

81
00:03:37,375 --> 00:03:38,375
Hoo!

82
00:03:41,166 --> 00:03:42,208
Hoo!

83
00:03:42,250 --> 00:03:43,208
Agh!

84
00:03:43,250 --> 00:03:44,417
It's not for me!

85
00:03:44,458 --> 00:03:45,834
It's for Rarity.

86
00:03:45,875 --> 00:03:48,041
The one who made you that
bow tie you liked so much.

87
00:03:48,083 --> 00:03:49,291
Hoo hoo!

88
00:03:49,333 --> 00:03:51,291
OK. I get it.

89
00:03:53,041 --> 00:03:54,291
(rumbling)

90
00:03:54,333 --> 00:03:55,959
You don't think we
should use magi--

91
00:03:56,000 --> 00:04:01,667
♪♪

92
00:04:01,709 --> 00:04:04,041
What is that?

93
00:04:04,083 --> 00:04:05,500
Hoo! Hoo!

94
00:04:08,250 --> 00:04:09,417
(whoosh)

95
00:04:09,458 --> 00:04:10,709
(clink)

96
00:04:11,750 --> 00:04:14,250
Hoo! Hoo!

97
00:04:18,125 --> 00:04:20,834
(squeaking bats)

98
00:04:20,875 --> 00:04:27,875
♪♪

99
00:04:28,417 --> 00:04:30,875
Hoo! Hoo!

100
00:04:30,917 --> 00:04:32,500
What?

101
00:04:32,542 --> 00:04:35,041
If I wasn't supposed to have it,
it wouldn't be so easy to get.

102
00:04:35,083 --> 00:04:36,083
(rumbling and cracking)

103
00:04:36,125 --> 00:04:37,750
And it's covered
in spikes, like me!

104
00:04:37,792 --> 00:04:39,166
Hoooo!

105
00:04:39,208 --> 00:04:41,667
(crashing)

106
00:04:41,709 --> 00:04:43,125
Hooo!

107
00:04:43,166 --> 00:04:45,625
(cracking)

108
00:04:45,667 --> 00:04:51,083
"Inspiration Manifestation,
instantly brings ideas to life."

109
00:04:51,125 --> 00:04:53,250
I'm liking the
looks of this one!

110
00:04:53,291 --> 00:04:54,375
Hmm.

111
00:04:56,208 --> 00:04:57,250
(slam)

112
00:05:00,125 --> 00:05:02,125
(Rarity bawling)

113
00:05:08,375 --> 00:05:09,625
Rarity!

114
00:05:09,667 --> 00:05:11,625
Leave me be!

115
00:05:11,667 --> 00:05:13,583
Can't you see how
distraught, disappointed

116
00:05:13,625 --> 00:05:16,875
and downtrodden I still am?

117
00:05:16,917 --> 00:05:19,458
But I brought you something.

118
00:05:19,500 --> 00:05:22,792
Unless it's another carton
of Vanilla Oat Swirl

119
00:05:22,834 --> 00:05:25,417
or word that the festival
has been cancelled,

120
00:05:25,458 --> 00:05:28,166
I don't think I'm interested.

121
00:05:28,208 --> 00:05:30,458
It's magic.

122
00:05:30,500 --> 00:05:34,000
Spike, Precious Scales,
I already have magic.

123
00:05:36,291 --> 00:05:38,500
But not the kind that can
help you create something

124
00:05:38,542 --> 00:05:40,667
in time for the fair.

125
00:05:40,709 --> 00:05:43,583
This can!

126
00:05:43,625 --> 00:05:46,083
I suppose it's worth a try.

127
00:05:46,125 --> 00:05:48,750
From in the head to
out in the world.

128
00:05:48,792 --> 00:05:51,208
Every thought to action.

129
00:05:51,250 --> 00:05:54,083
Hold close this book,
and through its spell,

130
00:05:54,125 --> 00:05:56,750
you'll start a chain reaction.

131
00:05:56,792 --> 00:06:00,041
Projecting forth
whatever beauty you see.

132
00:06:00,083 --> 00:06:05,792
Only when true words are spoken,
will you finally be set free.

133
00:06:05,834 --> 00:06:06,959
Did it work?

134
00:06:07,792 --> 00:06:09,417
There's only one
way to find out.

135
00:06:13,834 --> 00:06:14,959
(poof)

136
00:06:15,000 --> 00:06:16,750
Oh my!

137
00:06:16,792 --> 00:06:19,709
I thought about making this a
much more beautiful spell book

138
00:06:19,750 --> 00:06:21,000
and I have!

139
00:06:23,208 --> 00:06:24,291
(poof)

140
00:06:26,125 --> 00:06:29,500
Dear, dear, Spike, here
I was about to give up,

141
00:06:29,542 --> 00:06:33,333
but like a true friend, you've
come through with flying colors.

142
00:06:35,125 --> 00:06:37,542
Come! We must find the
puppeteer right away

143
00:06:37,583 --> 00:06:40,125
so that I may provide him with
the most fabulous theatre

144
00:06:40,166 --> 00:06:42,083
he's ever imagined.

145
00:06:42,125 --> 00:06:46,875
Or should I say that
I've ever imagined.

146
00:06:57,583 --> 00:07:00,625
Ah, Miss Rarity, come to
see the show, I presume.

147
00:07:03,125 --> 00:07:05,750
You'll notice I had to make
do in light of your recent

148
00:07:05,792 --> 00:07:08,500
failure to produce a
functioning theatre.

149
00:07:08,542 --> 00:07:14,000
♪♪

150
00:07:14,041 --> 00:07:16,625
Oh, but I think you'll find
the new one I've created

151
00:07:16,667 --> 00:07:18,959
will be much more
to your liking.

152
00:07:22,041 --> 00:07:25,000
♪♪

153
00:07:25,041 --> 00:07:28,250
Hmm yeah well, it is gorgeous,

154
00:07:28,291 --> 00:07:30,375
but that was never the
problem now, was it?

155
00:07:31,834 --> 00:07:35,250
Oh, well this one
does seem to travel.

156
00:07:38,709 --> 00:07:41,750
Plenty of room for my puppets.

157
00:07:41,792 --> 00:07:44,625
I say, Miss Rarity, I don't
know how you managed to do so

158
00:07:44,667 --> 00:07:46,333
in such a short amount of time,

159
00:07:46,375 --> 00:07:49,792
but you seem to have
redeemed yourself.

160
00:07:49,834 --> 00:07:53,208
How did you manage to do
so in such a short time?

161
00:07:54,333 --> 00:07:56,291
As a matter of fact,
she used a sp-

162
00:07:56,333 --> 00:07:57,959
A good designer never
reveals her tricks.

163
00:08:01,875 --> 00:08:05,208
♪♪

164
00:08:05,250 --> 00:08:08,125
Thank you again, Spike, for
being such a dear friend

165
00:08:08,166 --> 00:08:10,375
and finding this book for me.

166
00:08:10,417 --> 00:08:12,166
My pleasure.

167
00:08:12,208 --> 00:08:14,792
Well, guess I can return it
now that the fair is over.

168
00:08:14,834 --> 00:08:16,208
Yes, of course.

169
00:08:16,250 --> 00:08:18,625
I've made my creative
contribution as I'd hoped to do,

170
00:08:18,667 --> 00:08:19,750
and all is well.

171
00:08:25,041 --> 00:08:28,959
Then again, perhaps I should
keep it just a skotch longer.

172
00:08:29,000 --> 00:08:30,625
You don't mind do you, Spike?

173
00:08:31,291 --> 00:08:33,083
Of course not!

174
00:08:33,125 --> 00:08:34,542
See you tomorrow.

175
00:08:38,250 --> 00:08:39,375
What?

176
00:08:39,417 --> 00:08:41,125
She'll keep it for
a few more hours.

177
00:08:41,166 --> 00:08:42,166
No harm in that.

178
00:08:45,709 --> 00:08:50,125
(Spike whistling cheerfully)

179
00:08:50,166 --> 00:08:52,041
(knock knock knock)

180
00:08:52,083 --> 00:08:53,083
Rarity?

181
00:08:53,125 --> 00:08:56,500
(rumbling)

182
00:08:56,542 --> 00:08:57,542
Wha!

183
00:08:58,709 --> 00:09:00,500
Spike! I'm so glad
you're here!

184
00:09:05,583 --> 00:09:06,792
Whoa!

185
00:09:10,542 --> 00:09:12,542
Are you OK?

186
00:09:12,583 --> 00:09:14,166
Oh! I've never been better.

187
00:09:14,208 --> 00:09:16,333
This book you've
given me is amazing!

188
00:09:16,375 --> 00:09:19,083
Why, I've been up all night
just creating and creating

189
00:09:19,125 --> 00:09:20,875
and creating and creating!

190
00:09:20,917 --> 00:09:24,792
I've completed my fall line
for the next fifteen seasons!

191
00:09:24,834 --> 00:09:26,125
Wow!

192
00:09:26,166 --> 00:09:28,834
But then I started
thinking, why stop there?

193
00:09:28,875 --> 00:09:31,208
Oh, Spike, I've always
thought this town of ours

194
00:09:31,250 --> 00:09:33,333
could use a few
beautifying upgrades.

195
00:09:33,375 --> 00:09:37,041
And with this book, I can make
that happen with such ease.

196
00:09:37,083 --> 00:09:39,250
You will support me in this
endeavor by letting me

197
00:09:39,291 --> 00:09:41,458
keep the book just
a little longer?

198
00:09:42,291 --> 00:09:43,750
Of course I will!

199
00:09:45,667 --> 00:09:47,542
Hoo!

200
00:09:53,166 --> 00:09:56,000
What do you say we get a little
breakfast before we get started?

201
00:09:56,041 --> 00:09:57,250
No time for breakfast.

202
00:09:57,291 --> 00:09:59,208
I want to get
started right away.

203
00:09:59,250 --> 00:10:01,125
Technically, we do have time

204
00:10:01,166 --> 00:10:02,667
because with that
book held close

205
00:10:02,709 --> 00:10:03,834
you can just
make things--

206
00:10:06,208 --> 00:10:07,208
Rarity?

207
00:10:10,166 --> 00:10:13,792
Now this is exactly
what I'm talking about.

208
00:10:13,834 --> 00:10:16,166
Why that cart hasn't an
ounce of stylish flair.

209
00:10:20,458 --> 00:10:21,542
(poof)

210
00:10:25,291 --> 00:10:28,500
My eyes playin'
tricks on me again?

211
00:10:28,542 --> 00:10:30,500
What in rhubarb
pie just happened?

212
00:10:32,959 --> 00:10:34,750
Isn't it gorgeous?

213
00:10:34,792 --> 00:10:36,000
It's amazing!

214
00:10:36,041 --> 00:10:37,750
You should ask Applejack
if she wants you

215
00:10:37,792 --> 00:10:40,000
to give all the Apple
family carts a makeover!

216
00:10:40,041 --> 00:10:43,583
Oh, I don't really think I need
to ask permission, darling.

217
00:10:43,625 --> 00:10:45,709
Everyone loves surprises.

218
00:10:45,750 --> 00:10:48,166
Especially when they're
gorgeous ones.

219
00:10:48,208 --> 00:10:49,166
You're right!

220
00:10:49,208 --> 00:10:51,166
Everypony does love surprises!

221
00:10:51,208 --> 00:10:54,458
We shouldn't even tell
anypony that it's me

222
00:10:54,500 --> 00:10:57,291
who is behind all the fabulous
changes I'll be making.

223
00:10:57,333 --> 00:10:58,458
(giggle)

224
00:10:58,500 --> 00:11:00,000
Won't that be a
fun little secret

225
00:11:00,041 --> 00:11:01,834
for the three of
us to share?

226
00:11:01,875 --> 00:11:04,458
The... three of us?

227
00:11:06,083 --> 00:11:08,583
You, me, and the
book, of course.

228
00:11:11,125 --> 00:11:13,875
My marvellous,
marvellous book.

229
00:11:15,625 --> 00:11:17,125
Of course.

230
00:11:17,166 --> 00:11:19,667
Promise me you won't
say a word to anypony?

231
00:11:21,291 --> 00:11:22,625
You got it!

232
00:11:22,667 --> 00:11:24,917
I knew I could
count on you, Spike.

233
00:11:24,959 --> 00:11:27,375
And I also know just
what I want to do next.

234
00:11:28,792 --> 00:11:30,959
Take that!

235
00:11:31,000 --> 00:11:32,000
And that!

236
00:11:33,750 --> 00:11:34,709
Ha ha.

237
00:11:34,750 --> 00:11:35,709
(poof)

238
00:11:35,750 --> 00:11:36,792
What in the--

239
00:11:36,834 --> 00:11:41,291
Get. It. Off. Of. Me!

240
00:11:41,333 --> 00:11:43,083
I've always thought
Rainbow Dash

241
00:11:43,125 --> 00:11:45,041
could use a little more glamour.

242
00:11:45,083 --> 00:11:46,166
And now look at her!

243
00:11:46,208 --> 00:11:48,000
Cloud-busting with style!

244
00:11:49,625 --> 00:11:50,625
Moving on!

245
00:11:52,375 --> 00:11:53,375
She'll be fine.

246
00:11:53,417 --> 00:11:54,917
It's just a dress.

247
00:11:54,959 --> 00:11:56,792
Wait for your favorite dragon!

248
00:11:58,792 --> 00:11:59,875
(crash)

249
00:11:59,917 --> 00:12:01,291
(sigh)

250
00:12:05,834 --> 00:12:08,959
♪ La la la la la la ♪

251
00:12:09,000 --> 00:12:10,834
There you go, Mr. Robin.

252
00:12:10,875 --> 00:12:12,291
(chirping)

253
00:12:13,959 --> 00:12:16,208
Don't you look so content
in your little house.

254
00:12:16,250 --> 00:12:17,500
(poof)

255
00:12:17,542 --> 00:12:18,875
Oh my goodness!

256
00:12:20,667 --> 00:12:21,667
You're lost?

257
00:12:21,709 --> 00:12:23,041
(chirp)

258
00:12:23,083 --> 00:12:24,333
No. Not that way.

259
00:12:24,375 --> 00:12:27,083
That looks like that's
a door to a bedroom.

260
00:12:27,125 --> 00:12:28,208
Try that one over there.

261
00:12:28,250 --> 00:12:29,375
(chirp)

262
00:12:29,417 --> 00:12:30,375
No. No.

263
00:12:30,417 --> 00:12:32,333
That leads to a...

264
00:12:32,375 --> 00:12:33,542
shoe closet?

265
00:12:33,583 --> 00:12:34,583
Oh dear.

266
00:12:34,625 --> 00:12:36,208
Maybe try the staircase?

267
00:12:36,250 --> 00:12:38,959
No. No. No. The
other staircase.

268
00:12:39,000 --> 00:12:40,709
Isn't it gorgeous?

269
00:12:40,750 --> 00:12:43,792
It's probably the most beautiful
bird house ever created...

270
00:12:43,834 --> 00:12:45,041
Go on.

271
00:12:45,083 --> 00:12:47,750
I'm just not sure how
the bird feels about it.

272
00:12:47,792 --> 00:12:52,333
Pfft. What does a bird know
about architectural design?

273
00:12:52,375 --> 00:12:55,792
What matters is what you
think, Spike, and you love it.

274
00:12:55,834 --> 00:12:58,166
Don't you?

275
00:12:58,208 --> 00:12:59,333
Of course I do!

276
00:12:59,375 --> 00:13:03,041
It's so... "Rarity".

277
00:13:03,083 --> 00:13:04,291
It is, isn't it.

278
00:13:05,667 --> 00:13:06,667
Oooh!

279
00:13:08,083 --> 00:13:09,083
(clunk)

280
00:13:15,000 --> 00:13:21,250
(kids chattering)

281
00:13:21,291 --> 00:13:23,709
Oh, adorable!

282
00:13:23,750 --> 00:13:26,834
But it could use a touch
of class, don't you think?

283
00:13:26,875 --> 00:13:28,875
Oh. Yeah. Definitely!

284
00:13:28,917 --> 00:13:32,917
♪ (country swing) ♪

285
00:13:32,959 --> 00:13:34,166
(poof)

286
00:13:36,417 --> 00:13:37,709
(poof)

287
00:13:40,041 --> 00:13:41,291
(poof)

288
00:13:42,291 --> 00:13:44,625
This party doesn't even
seem to have a proper theme.

289
00:13:44,667 --> 00:13:47,750
Let's do something
about that, shall we?

290
00:13:47,792 --> 00:13:50,375
You've already made things
look really, really great.

291
00:13:50,417 --> 00:13:52,917
Maybe you should stop
while you're ahead?

292
00:13:52,959 --> 00:13:54,458
You're right, Spike.

293
00:13:54,500 --> 00:13:56,750
There's so much
to do elsewhere.

294
00:13:56,792 --> 00:13:58,083
Right.

295
00:13:58,125 --> 00:13:59,417
Elsewhere.

296
00:13:59,458 --> 00:14:01,417
Just one more little
thing before we go.

297
00:14:02,709 --> 00:14:03,709
(poof)

298
00:14:03,750 --> 00:14:05,583
♪ (classical) ♪

299
00:14:05,625 --> 00:14:09,500
Why, this party is certain
to make the society page now.

300
00:14:09,542 --> 00:14:13,208
Won't Pinkie Pie be pleased?

301
00:14:13,250 --> 00:14:15,917
Happy happy day to--huh?

302
00:14:20,291 --> 00:14:22,500
I am simply buzzing with ideas.

303
00:14:22,542 --> 00:14:23,542
Simply buzzing!

304
00:14:25,583 --> 00:14:26,792
That's great!

305
00:14:26,834 --> 00:14:29,500
But, uh, you've been at
this for a while now.

306
00:14:29,542 --> 00:14:31,083
How about you take a break?

307
00:14:31,125 --> 00:14:33,208
Give that brilliant
mind of yours a rest.

308
00:14:33,250 --> 00:14:34,583
Don't be silly.

309
00:14:34,625 --> 00:14:36,583
I'm not going to stop now.

310
00:14:36,625 --> 00:14:39,166
Why, I won't stop until
every inch of Ponyville

311
00:14:39,208 --> 00:14:41,125
has benefited from
my creative vision.

312
00:14:44,834 --> 00:14:46,458
Starting with you, Spike!

313
00:14:53,000 --> 00:14:53,959
You.

314
00:14:54,000 --> 00:14:54,959
Look.

315
00:14:55,000 --> 00:14:56,500
Fabulous!

316
00:14:56,542 --> 00:14:58,542
All because of you!

317
00:14:58,583 --> 00:15:03,125
Anything for my favorite dragon
and most supportive friend.

318
00:15:03,166 --> 00:15:05,333
Come! There's so
much more to do!

319
00:15:08,834 --> 00:15:10,500
Oh, no!

320
00:15:10,542 --> 00:15:11,625
Not you, too.

321
00:15:13,917 --> 00:15:16,375
What do you mean "not me, too"?

322
00:15:16,417 --> 00:15:19,250
Oh, judging by that outfit, I
thought for sure you'd--

323
00:15:19,291 --> 00:15:20,375
What? This?

324
00:15:20,417 --> 00:15:22,375
I just wanted to
try out a new look.

325
00:15:22,417 --> 00:15:23,709
(thud)

326
00:15:23,750 --> 00:15:25,333
You like?

327
00:15:25,375 --> 00:15:26,875
Hmm.

328
00:15:26,917 --> 00:15:30,417
Well, in that case, have you
seen anypony suspicious around?

329
00:15:30,458 --> 00:15:31,709
Uh, nope.

330
00:15:36,083 --> 00:15:37,333
Princess Twilight!

331
00:15:37,375 --> 00:15:39,250
The gazebo has been
turned into solid crystal

332
00:15:39,291 --> 00:15:41,834
and two ponies are now
trapped inside its walls!

333
00:15:48,458 --> 00:15:49,834
Hoo!

334
00:15:49,875 --> 00:15:53,417
No! I made a promise to Rarity
to keep this to myself.

335
00:15:53,458 --> 00:15:54,417
Hoo!

336
00:15:54,458 --> 00:15:55,667
(sigh)

337
00:15:55,709 --> 00:15:58,875
But you're right
Owlowiscious, I have to tell.

338
00:15:58,917 --> 00:16:02,000
And once I do, I can forget
Rarity thinking of me

339
00:16:02,041 --> 00:16:04,750
as her most supportive friend.

340
00:16:04,792 --> 00:16:08,542
I can forget Rarity thinking
of me as a friend at all.

341
00:16:18,709 --> 00:16:20,458
I can't do it.

342
00:16:21,291 --> 00:16:24,208
I promised I'd keep all of
this between the three of us.

343
00:16:24,250 --> 00:16:25,750
Hoo!

344
00:16:25,792 --> 00:16:27,959
Of course, it's weird
that she meant me, her,

345
00:16:28,000 --> 00:16:29,959
and the spell book, but--

346
00:16:30,000 --> 00:16:32,041
The spell book! Of course!

347
00:16:32,083 --> 00:16:33,875
If I can get it away from her,

348
00:16:33,917 --> 00:16:36,041
I bet she won't be able
to use its magic anymore.

349
00:16:37,959 --> 00:16:40,083
Oh, come on! It's
the perfect plan.

350
00:16:40,125 --> 00:16:43,041
I just have to figure
out which way she went.

351
00:16:43,083 --> 00:16:44,583
I can't see!

352
00:16:44,625 --> 00:16:49,750
(screams)

353
00:16:49,792 --> 00:16:52,542
I'm thinking she's
headed this way.

354
00:16:55,333 --> 00:16:56,750
(evil cackle)

355
00:17:09,375 --> 00:17:10,917
What do you think
you're doing?

356
00:17:10,959 --> 00:17:15,792
Me? I was just uh, basking
in your creative radiance.

357
00:17:17,417 --> 00:17:20,917
Oh, Spike, you do say
the nicest things!

358
00:17:20,959 --> 00:17:22,792
Thanks.

359
00:17:22,834 --> 00:17:24,500
Now where was I?

360
00:17:28,458 --> 00:17:29,500
Oh, yes!

361
00:17:29,542 --> 00:17:32,917
Gold-plated roof-tops
for everypony!

362
00:17:32,959 --> 00:17:34,959
Hoo! Hoo! Hoo!

363
00:17:41,125 --> 00:17:42,125
Spike!

364
00:17:43,208 --> 00:17:44,291
(munch)

365
00:17:45,792 --> 00:17:47,750
I have just had the
most marvellous idea!

366
00:17:48,375 --> 00:17:50,333
(gulp)

367
00:17:50,375 --> 00:17:51,625
(sigh)

368
00:17:51,667 --> 00:17:54,083
Of course you have;
you're Rarity.

369
00:17:55,458 --> 00:17:58,125
My work here in Ponyville
is nearly complete.

370
00:17:58,166 --> 00:18:00,834
Don't you think it's time
the rest of Equestria

371
00:18:00,875 --> 00:18:02,709
benefited from my
creative vision?

372
00:18:03,750 --> 00:18:04,875
Absolutely!

373
00:18:06,208 --> 00:18:08,875
I'm thinking we go by chariot.

374
00:18:08,917 --> 00:18:11,917
Or as everyone will soon
be calling them, "Rariot".

375
00:18:11,959 --> 00:18:14,041
(manic giggle)

376
00:18:14,083 --> 00:18:16,333
Oh, yeah! We should
definitely go by--

377
00:18:16,375 --> 00:18:17,542
(poof)

378
00:18:21,000 --> 00:18:24,250
How...how did you do that?

379
00:18:24,291 --> 00:18:26,333
Why, whatever do you mean?

380
00:18:26,375 --> 00:18:29,500
The book. It's... I
mean... you don't...

381
00:18:29,542 --> 00:18:31,208
It's gone.

382
00:18:31,250 --> 00:18:32,458
The book is gone.

383
00:18:32,500 --> 00:18:33,500
Gone?

384
00:18:33,542 --> 00:18:34,875
Why it's right there.

385
00:18:34,917 --> 00:18:36,375
(gasp)

386
00:18:36,417 --> 00:18:38,333
I need my book, Spike!

387
00:18:38,375 --> 00:18:40,125
What have you done
with my book?

388
00:18:40,166 --> 00:18:41,709
(growl)

389
00:18:41,750 --> 00:18:44,208
Why would I do anything
with your book?

390
00:18:44,250 --> 00:18:45,542
We're friends.

391
00:18:45,583 --> 00:18:47,667
It was probably the owl!

392
00:18:49,250 --> 00:18:50,542
Hoo!

393
00:18:50,583 --> 00:18:55,208
But, wait, I don't seem
to need it anymore, do I?

394
00:18:55,250 --> 00:18:57,709
Yes! Yes!

395
00:18:57,750 --> 00:19:00,917
I can feel its magic
flowing within me now.

396
00:19:00,959 --> 00:19:04,458
I'm so excited!
I'm so excited!

397
00:19:04,500 --> 00:19:06,250
I'm so scared.

398
00:19:06,291 --> 00:19:08,041
Oh, the places
we'll go, Spike.

399
00:19:08,083 --> 00:19:09,125
Manehattan.

400
00:19:09,166 --> 00:19:10,250
Phillydelphia.

401
00:19:10,291 --> 00:19:11,834
Canterlot.

402
00:19:11,875 --> 00:19:13,583
And there you'll
be by my side.

403
00:19:13,625 --> 00:19:15,667
Just as you've always
been here in Ponyville.

404
00:19:15,709 --> 00:19:18,166
Your constant praise and
adoration driving me

405
00:19:18,208 --> 00:19:19,750
to even greater heights

406
00:19:19,792 --> 00:19:21,291
until there isn't an
inch of Equestria

407
00:19:21,333 --> 00:19:23,125
that hasn't been
utterly transformed

408
00:19:23,166 --> 00:19:26,875
by my creative genius!

409
00:19:26,917 --> 00:19:32,709
♪♪

410
00:19:32,750 --> 00:19:34,166
No!

411
00:19:34,208 --> 00:19:36,083
What did you say?

412
00:19:36,125 --> 00:19:37,667
I said, "No!"

413
00:19:37,709 --> 00:19:38,917
You've been changing things,

414
00:19:38,959 --> 00:19:40,875
but you haven't been
making them better.

415
00:19:40,917 --> 00:19:43,333
I should have told you the
truth at the very beginning,

416
00:19:43,375 --> 00:19:44,625
but I didn't

417
00:19:44,667 --> 00:19:46,709
because I was trying to be
a supportive friend.

418
00:19:46,750 --> 00:19:51,000
But instead I let you
become something awful.

419
00:19:52,375 --> 00:19:53,375
Awful?

420
00:20:03,709 --> 00:20:06,667
What happened?

421
00:20:06,709 --> 00:20:09,333
Rarity, you're OK?

422
00:20:09,375 --> 00:20:12,834
I...I think so.

423
00:20:12,875 --> 00:20:15,709
Though by the looks of it,
something quite terrifying

424
00:20:15,750 --> 00:20:17,542
has happened to Ponyville.

425
00:20:18,834 --> 00:20:20,291
You happened.

426
00:20:20,333 --> 00:20:21,375
Me?

427
00:20:22,625 --> 00:20:25,375
The last part of the spell!

428
00:20:25,417 --> 00:20:27,667
"Only when true
words are spoken,

429
00:20:27,709 --> 00:20:30,375
will you finally be set free."

430
00:20:31,458 --> 00:20:33,250
The spell took over you

431
00:20:33,291 --> 00:20:35,667
and you wanted to change
everything in Equestria.

432
00:20:35,709 --> 00:20:38,750
I was afraid to tell you
how I really felt about it,

433
00:20:38,792 --> 00:20:42,166
but then I, I told
you the truth.

434
00:20:42,208 --> 00:20:46,291
Dearest Spike, you should never
be afraid to tell me the truth.

435
00:20:46,333 --> 00:20:47,917
We're friends, remember?

436
00:20:51,709 --> 00:20:53,542
Spike: Today I learned
how important it is

437
00:20:53,583 --> 00:20:55,083
to be honest with your friends

438
00:20:55,125 --> 00:20:56,291
when they're doing something

439
00:20:56,333 --> 00:20:58,041
that you don't think is right.

440
00:20:58,083 --> 00:21:00,333
A true friend knows
that you're speaking up

441
00:21:00,375 --> 00:21:01,667
because you care about them.

442
00:21:01,709 --> 00:21:02,667
(door opens)

443
00:21:02,709 --> 00:21:04,083
Spike!

444
00:21:04,125 --> 00:21:08,291
Never, ever, ever take another
book out of the library

445
00:21:08,333 --> 00:21:10,667
at the Castle without asking.

446
00:21:10,709 --> 00:21:12,291
Princess Cadance
and Princess Luna

447
00:21:12,333 --> 00:21:15,125
have much better things to do
than help me clean up Ponyville.

448
00:21:17,667 --> 00:21:20,041
Do you have any idea how
hard it was to reverse

449
00:21:20,083 --> 00:21:21,166
that much dark magic?

450
00:21:23,125 --> 00:21:24,333
You don't look so good.

451
00:21:26,000 --> 00:21:26,959
What?

452
00:21:27,000 --> 00:21:28,166
I'm just being honest.

453
00:21:28,208 --> 00:21:29,625
It's what good friends do.

454
00:21:30,917 --> 00:21:33,333
(growl)

455
00:21:34,834 --> 00:21:37,208
♪ My Little Pony ♪

456
00:21:39,250 --> 00:21:41,625
♪ My Little Pony ♪

457
00:21:52,125 --> 00:21:54,125
♪ My Little Pony ♪

458
00:21:54,291 --> 00:21:58,291
♪ friends ♪