MY LITTLE PONY: THE MOVIE

Executive producers: Josh Feldman, Meghan McCarthy, Kirsten Newlands, Sarah Wall

Produced by Brian Goldner, Stephen Davis, Marcia Gwendolyn Jones, Haven Alexander

Story by Meghan McCarthy, Joe Ballarini

Screenplay by Meghan McCarthy, Rita Hsiao, Michael Vogel

Directed by Jayson Thiessen

Transcribed by Alan Back (ajback@yahoo.com)

Notes:                Unlike the Equestria Girls films to date, this one does not have a prologue

                before the opening credits. This transcript begins with the display of the main

                title on the screen.

                The breaks between acts are somewhat arbitrary, and have been chosen so that

                each act has approximately the same running time as a typical episode.

                Background song lyrics are in square brackets; any marked with an exclamation

point are shouted rather than sung.

                A deleted scene is included at the end of this transcript.

Act One

To the tune of “We Got the Beat” by the Go-Go’s

Energetic pop melody with synthesizer/drums, fast 4 (A major)

Vocals by Rachel Platten

(Opening shot: tilt down from the title in a sparkling night sky, which gradually lightens into sunrise as the camera settles down to the upper edge of a thick layer of clouds. One pegasus after another zooms into view, the camera following their descent through the clouds. The group is five strong by the time they emerge to follow a road that bisects a grassy plain.)

Platten:                [Hey! Hey! Hey!]

                        [Hey! Hey! Hey!]

                        See the ponies trotting down the street

                        Equestria’s where they want to meet

                        They all know where they want to go

                        And they’re trotting in time and they’re trotting, yeah

(Their flight brings them toward Canterlot, a rainbow arcing over the opulent metropolis and through the clear blue sky of morning. Scores of other ponies are making their way in, the camera following.)

                        They got the beat, they got the beat, they got the beat

                        Yeah, they got the beat

(Strings of pennants stretch overhead from one side of a public square to the other, highlighting the sun/moon ornamentation and the statues of Princesses Celestia and Luna on the arched main gate. The square itself is crowded with ponies engaged in setting up for a festival, and the camera moves past them and follows a bridge toward a higher tier of houses, also abuzz with preparations.)

Platten:                Go-go music really makes us dance

                        Doing the Pony puts us in a trance

                        Do Watootsie, just give us a chance

                        That’s when we fall in line

                        ’Cause we got the beat, we got the beat, we got the beat

                        Yeah, we got it

Vocals end; music continues with shouts of “Hey! Hey! Hey!” under the following

(Stop on a table at which Carrot Top and another mare are laying out trays of assorted desserts. Spike drops into view, carrying an armload of scrolls, and bounces off a Jell-O mold to hit the ground running through the crowd.)

Spike: ’Scuse me! Dragon on the move! Important princess documents coming through! (Two earth pony mares address one another.)

Mare 1: Wow! Everypony from Manehattan to Saddle Arabia is here!

Mare 2: I know, filly. We almost couldn’t book a stable. (Two pegasus mares fly up over the hubbub.)

Mare 3: Princess Twilight must have her hooves full with this giant festival.

Mare 4: (swooping around her) Are you kidding? She’s smart and organized and cool under pressure. (as both ascend o.s.) There’s nothing she can’t handle.

(Their flight path carries them past a row of stained-glass windows, every other one of which depicts a different princess—left to right: Luna, Twilight Sparkle, Cadence, Celestia. Zoom in slowly and dissolve to a close-up of Twilight’s window; the zoom continues until the actual winged unicorn in question can be discerned beyond the glass. She stands on the carpet that stretches along this corridor, facing the window and with wings spread to mimic its pose, and a tiara can be seen on her head.)

Twilight: Ooooommmmm…

Song ends

(The camera passes through the window and stops on a close-up of her, eyes closed and horn aglow. Her tiara is actually a small crown, gold with pink gems set at the points, and of a different design than any of the others she has worn to date.)

Twilight: Ooooommmmm…

(Her whole face scrunches up in a sudden panic, eyes popping wide open and horn going out.)

Twilight: (circling in place) …mmmmmy goodness, I can’t handle this! Ooh, nothing is working! I just have to get it together. Just go in there, and ask. This is your Friendship Festival. Everypony’s happiness rests in your hooves.

(After a long beat of silence, she claps a hoof to her forehead and voices a distressed moan. Any further stewing, though, is cut off by the slow creak of one of the double doors at the end of the corridor opposite her. It opens just far enough to admit Spike.)

Spike: Okay. Twilight. Got all your charts and graphs. (Door closes.)

Twilight: Oh, thank goodness you’re here, Spike. I’m just so nervous about this meeting!

Spike: What’chu talkin’ ’bout?

Twilight: (sighing, turning away) I’m about to ask the three most royal princesses of Equestria for a huge favor. What if they reject me?

Spike: It’ll be fine. Just remember the most important thing.

Twilight: (turning back, with a huge strained grin) Smile?

Spike: Uhhh…no. You’re a princess too.

Twilight: Right.

(The grin wilts away into a deflated sigh, and she fires up her horn to open the doors at her end of the passage and advances through them. Beyond is the throne room, with a number of notable changes from its appearances in the series to date. Instead of a single throne on the dais at the far end, two stand side by side, one topped by a gold sun and the other a blue crescent moon. These are backed by a pair of curtained doorways each framed by a stained-glass representation of the heavenly body that is one sister’s charge. Above them is a larger window that presents suns and comets in a night sky. The dais itself now has only two levels instead of three, and curved ramps lead down to the floor from either side of the lower level. Out in front is a set of four-level fountains, with drainage channels running from the lowest tier and down the length of the room toward Twilight’s end; the flower-filled planters to either side of the red carpet leading to the dais have been removed. The violet paint on the side walls has been replaced by a gentle greenish-blue that lightens toward the floor, while that at the dais end is a darker shade. Celestia stands on the carpet, Luna off to one side; Cadence is a few paces back on the other. Cut to a long overhead shot of the tableau, the doors slowly closing as Twilight and Spike enter. Set into the floor, and divided by the carpet, is a design of a four-petaled flower overlaid on a circle; the watercourses end at the base of the wall, on either side of the doors.)

Twilight: Good morning, Princesses. (Floor level.) Thank you all for seeing me. I have an idea that I think will make our Friendship Festival the most wonderful celebration Equestria has ever seen. (Cadence moves up alongside Celestia and Luna.)

Celestia: Yes, Twilight. We are very excited.

Cadence: Ponies have been arriving from all over, all morning.

Luna: I’d like to think it’s to see us, but Songbird Serenade might be the bigger attraction. (Cut to Twilight.)

Twilight: Yes, she is the “mane” event. (giggling a bit) And to make it extra special, I could use your help. Spike?

(A creaking of wheels accompanies a cut to the little guy, who has put aside his freight of scrolls and is humming to himself as he drags in a wheeled whiteboard. The corner nearest him bears an abstruse equation, and a zoom out reveals that the whole thing is at least twice his height and roughly double that from end to end. A few other formulas, diagrams, and sticky notes mark the edges, while the bottom center shows a drawing of a stage and a singing, hovering pegasus.)

Twilight: (trotting to it) Songbird Serenade’s performance is not scheduled to start until after you begin the sunset. (levitating a marker, writing; zoom in slowly) And based on my precise calculation, to get the very best lighting for the stage, Princess Celestia, I was hoping you could make sure the sun stays about twenty-eight-point-one degrees to the south. And Princess Luna, if you could raise the moon sixty-two degrees to the north at the same time, it would reflect the sunlight on the other side and really frame the entire stage perfectly!

(By the time she finishes, the empty space on the board has been greatly diminished—and so has her sanity, judging from the off-kilter grin now stretching her cheeks. Her audience finds itself at a collective loss for words when the camera cuts to the trio.)

Luna: I—

Twilight: (from o.s.) But wait. There’s more! Cadence— (Back to her) —if you could use your crystal magic to create an aurora above the stage— (She floats up a pointer rod to emphasize here and there.) —the sun and the moon will shine through it and create a truly amazing light show.

(Tilt up to the top edge, Spike reaching up into view from behind it to throw a pinch of golden glitter into the air. On the next line, he holds a cutout drawing of a pegasus mare, attached to a stick, up into view and waves it back and forth. Off-white coat; dark gray, short-sleeved top, half-blond/half-black mane/tail cut in thick blocky layers, the former completely hiding the eyes and decorated with a huge pink bow. Musical notes on springs issue from the mouth.)

Spike: (from behind board) Presenting…Songbird Serenade!

(He hoists himself up to balance on the edge.)

Spike: (singing tunelessly) Yeah, yeah, yeah, whoa-ho…

(He trails off into a yell of fear as he loses his balance and smacks into the floor, letting go of the prop. The mishap breaks Twilight’s concentration, and her pointer clatters down as well.)

Spike: (weakly) Ta-da!

(Twilight slaps on a big stupid grin and spreads her wings to full extension, only partly hiding him from view. Another whole lot of bewildered silence from the royal observers.)

Luna: So you’re saying you want us to move the sun and the moon for the party.

Twilight: Well, I’d do it myself, except I don’t have your magic. (Sheepish grin and snort.)

Celestia: (gently, crossing to her) Twilight— (She, Luna, and Cadence light their horns.) —each of us uses our powers to serve Equestria in our own way.

(Close-up of a now-chastened Twilight.)

Celestia: (from o.s., lifting her chin) You are the Princess of Friendship. (Back to her and the others; horns quiet.) You already have all the magic you need.

Twilight: So…that’d be a no?

(Her ears droop in anticipation of the inevitable refusal as Spike offers his best nervous grin.)

Rainbow Dash: (from outside, distant) Yes!

(Cut to a happy cloud in the morning sky; the blue speedster rockets into view and plows through, instantly disintegrating it into wisps of water vapor. Three more meet the same fate, after which she comes to an abrupt hovering stop.)

Rainbow: Sky’s cleared and ready for the Festival!

(She zooms away, the camera tilting down to frame Canterlot Castle as she circles down to it and away. The royal residence gives onto a broad circular plaza whose circumference is studded with tents and stalls. A circular, purple-draped stage stands before the front entrance; extending from its front edge is a runway that terminates in a smaller circular platform at the exact center of the plateau. One tiny figure can be seen rehearsing on the stage, while another is working on something off to one side. From here, cut to a head-on close-up of the latter figure—Pinkie Pie, blowing up a balloon and standing before a collection of others shaped as animals. She adds enough air to grow it a few notches, then executes a quarter-turn to show it as a long, slender one. A few moments’ deft manipulation are all she needs to tie off the end and turn the thing into a free-standing effigy of Discord. She beams at her work until the knot at the end of the tail comes undone; the air vents out with enough speed to blow her mane/tail back, and both she and it go flying in opposite directions.)

Pinkie: Whoa!

(Cut to the stage. The figure seen here proves to be Fluttershy, in the process of leading a choir of birds through a rehearsal. Her pet rabbit Angel sits on the bottommost row of perches, wearing a vividly colored bird suit and looking very much out of sorts as the real avian musicians whistle their way through a jaunty tune. Pinkie’s deflated balloon barrels past to break up the act and prompt a cry of fear from Fluttershy.)

Pinkie: (leaping across, scattering birds) Heads up, Fluttershy! Out-of-control ballooooon!

(The only ones not to bail out are Angel and one small tweeter, which bonks Fluttershy in the side of the head.)

Fluttershy: Oh! (It perches on her hoof.) I don’t think it’s the balloon that’s out of control, Pinkie Pie. 

(She finishes this line with a nuzzle and a knowing smile. Cut to Applejack, hauling a cart loaded with kegs of cider across the plaza and balancing a full mug on a hoof.)

Applejack: Hey, y’all!

(She is met by the midair passage of a screaming Pinkie, who has latched onto the errant balloon, and stops.)

Applejack: Anypony up for some free samples of my family’s apple cider? (This gets Rainbow’s attention.)

Rainbow: Ahh!

(A vivid blur flashes past the farmer and plucks the mug away, nearly blowing her mane, tail, and hat off.)

Rainbow: (now o.s.) Thank you!

(A loud slurp is heard; just as quickly, she makes a second pass and returns the mug.)

Rainbow: (now o.s.) Loved it!

(Applejack glances down at the emptied vessel with slight bafflement. Cut to Rarity, humming placidly to herself and using her magic to attach a gem to the knot of a pink bow hanging on a swatch of blue fabric before her.)

Applejack: (from o.s.) Wow, Rarity.

(Zoom out; she approaches, having unhitched herself and put the mug down. The bow is being used to adorn a skirt that hangs from the edge of the stage.)

Applejack: That’s a…fine job you’re doin’ there.

(Cut to a very long shot of the two mares. The bow Rarity has finished touching up is the only one on the skirt, which encompasses both the stage and the runway.)

Applejack: (pointedly) ’Course, it might not get done ’til after the concert.

Rarity: Applejack, darling. (Back to them.) Anypony can do fine. Twilight asked me, so clearly she’s going for fabulous, and fabulous takes time. (Rainbow descends to them, rolling her eyes.)

Rainbow: Fabulous takes forever! But awesome…

(She zooms off, skimming the perimeter of the entire setup and blasting past Fluttershy to leave her spinning in place like yellow/pink top; the bird she was cuddling gets clear just in time.)

Fluttershy: Whoa!

(When she comes to a dizzy stop, she finds a length of pink ribbon tangled around her body and all four legs and a gem shoved in her mouth—the result of some overeager decorating. By the time Rainbow stops, the stage/runway edges are hung with sloppily tied bows whose gems teeter at crazy angles.)

Rainbow: …can get done in four seconds flat. Faster if I do my Sonic Rainboom. (Rarity voices a terrified cry.)

Rarity: No-no, oh, no! Don’t you dare, Rainbow Dash!

(The camera swivels quickly away from them to a stretch of Rainbow’s messy work.)

Rarity: (from o.s.) It looks wretched enough already! (The gem falls off one bow.)

Rainbow: (flying to it) Oh, come on. It’s fine.

Rarity: If you were raised in a barn!

(She catches herself, clears her throat demurely, and addresses herself over her shoulder.)

Rarity: No offense, Applejack.

(Cut to the workhorse, setting a mug on her cart. During the next two lines, Rainbow makes several passes to drain it and Applejack sets up a refill.)

Applejack: None taken, especially since I wasn’t raised in a barn. My family just happens to have a barn, where I was born— (deflating) —and spent most of my formative years.

Rainbow: (rapid fire, on last pass) You were raised in a barn!

(Cut to Twilight and Spike crossing the plaza, the mare levitating a checklist and quill at eye level and marking items off.)

Twilight: Okay. Just two hundred and eighteen things left to do, and we’re ready. (Rarity begins straightening Rainbow’s slipshod work.)

Applejack, Rainbow: Hey, Twilight!

Rarity: Hello, Spike.

Spike: (waving bashfully) Uh, hi, Rarity. (He blushes and laughs softly.)

Applejack: (to Twilight) How’d it go with the other Princesses? They like your idea?

Pinkie: (hopping down runway, chasing her balloon) I bet they loved it!

Twilight: (sighing) Not exactly. They think I can make today perfect without their magic.

Rarity: And they are absolutely right, darling. This festival is your brilliant idea, and we know you’re up to the task.

Twilight: (panicky) But what if I’m not? What if Songbird Serenade hates the stage— (Pinkie joins the group, balloon in teeth.) —or nopony makes a new friend? And if I fail at the Festival, then who am I?

(The party planner darts in close, having spat out the balloon, and lifts the light violet face as scroll and quill hit the ground. Deadly serious blue eyes bore into scared purple ones at point-blank range.)

Pinkie: (increasingly worked up) Twilight, look at me. This will be the biggest celebration Equestria has ever seen. As the Princess of Friendship, you cannot fail! This day will define who you are! The pressure is intense! It’s almost too much for any single pony to handle!

(By the time she reaches the end of this line, she has backed Twilight down so far that the winged unicorn has collapsed onto her back. Pinkie finishes her thought with a hooves-to-temples scream that earns uneasy/disgusted looks from the rest of the gang. Spike has taken up the discarded implements. Pinkie’s fit dissipates as quickly as it came on, and she smiles broadly and hops backward to stand with the others, the dragon now having procured a balloon.)

Pinkie: But you have us! So stop worrying.

(Rarity applies her field to touch up another bow as the ribbon and gem fall away from Fluttershy, Spike’s balloon pops, and Rainbow lets go with an idle burp. The jewel is picked up in a clawed hand and tossed down the scaly violet throat for a snack.)

Bouncy string/piano melody with light percussion, brisk 4 (E major)

(A surprised yelp escapes Twilight’s throat as Applejack pulls her upright and brushes her off.)

Applejack:                It’s time to show ’em what you’ve got

(Rarity magically adjusts the crown.)

Rarity:                 It’s time to go and get things done

Fluttershy:                 But you don’t have to do it on your own

(Pinkie gathers the other five mares into a hug.)

Pinkie:                ’Cause you’ve got friends right here to make it fun

Percussion strengthens

(Giggles around Twilight as Fluttershy and Rarity squash their cheeks against hers; all then back off to point at her and finish by clustering back in.)

All mares but Twilight:                We got this, you got this, we got this together

Horns, acoustic guitar in

(Rainbow lifts off towing Twilight, who in turn has Spike hanging onto her tail.)

Twilight: Whoa!

Spike: Whoa!

(They split apart and fly side by side under gloomy gray clouds, Spike climbing up to Twilight’s back.)

Rainbow:                Sometimes the pressure gets you down, and the clouds are dark and gray

(She punches through, creating a sunbeam toward which Twilight flies.)

                        Just kick them off and let the sunshine through

(They emerge above the cloud cover and into blue skies, and Rainbow stretches Twilight’s cheeks into a grin.)

                        And scary as it seems, more help is on the way

(Five Wonderbolts blast upward to clear the bank.)

                        ’Cause friends have friends that want to help out too

(The new arrivals drop back to circle around the trio, then rise to knock out one last cloud blocking the sun.)

Rainbow, Wonderbolts:                We got this, you got this, we got this together

(As the Princess raises a puzzled hoof toward her eyes to shade them, Rainbow seizes it and hauls her back to ground level. Twilight finds herself flying slowly through a lively stretch of games, vendors, and partygoers.)

Crowd:                It’s the Festival of Friendship, and we can get it done

(Bulk Biceps punches the target on a pony-specific “high striker” game hard enough to smash the bell off its top end. Photo Finish snaps a picture of Twilight and Spike, capturing her in a come-hither pose and him with a dashing grin.)

                        A festival that they won’t forget

(The snapshot spins in place and becomes an extreme close-up of a record being scratched on a turntable. A longer shot frames DJ P0N-3 at the deck, with speakers and spotlights in abundance, as Twilight flies Spike overhead and delivers a cheerful high five.)

                        A party to be proud of, a day of games and fun

(They swoop down one street and into a fenced enclosure—a petting zoo set up by Fluttershy.)

                        Just you wait and see, a magic day in perfect harmony

(Angel is out of the bird costume he wore during the earlier rehearsal, and the little flyer that Fluttershy looked after is perched on her hoof. Twilight comes in for a landing, Spike jumping down from her back.)

All instruments out except soft piano and tapping drumsticks

Fluttershy:                You got this

(The bird whistles the next three notes of the chorus, then accompanies Fluttershy as Harry the bear shambles in to wrap them all up in a crushing group hug.)

                        We got this together

Piano out; banjo/violin in; drum flourish subsides to handclaps

(An entire flock swings past the camera; behind them, wipe to a slow tilt down to Granny Smith holding a freshly baked pie. She blows a stray feather away from the crust; now Applejack stands with a second one balanced on her hoof, facing Twilight and Spike in a side street. Apple Bloom has a third and is off to one side.)

Applejack:                                With friends and family you are never alone

(She thumps Spike on the back, startling him into a flaming exhalation that burns through his checklist.)

                                        If you need help, we’ve got your back

Drums sneak in

(Twilight levitates a full ladle up from a cider vat and takes a sip; wincing, she brings up a bucket of sugar and pours it in.)

                                        You can be honest, let your problems be known

(Several passing Apple family mares join in, two of them hefting a tray of rolls on which Spike is riding with a new copy of the list.)

Applejack, Apples:                        ’Cause you’ve got us to pick up the slack

Woodwinds in

(Pies are set down on a table; zoom in quickly to Big Macintosh at the far end, holding one of his own.)

                                        We got this

Macintosh: (spoken in rhythm)         Ee-yup! (He takes a bite.)

Applejack, Apples:                        We got this together

(Long overhead shot of the area, framing no fewer than three freshly set tables. Zoom out as the view takes on a bluish crystalline character, as if being seen through a gem. It resolves into a heart-shaped jewel held in Rarity’s field, and the camera begins to pan along the edge of a raised platform on the stage as one after another is set in place. Twilight and Spike marvel at the unicorn’s effortless handling of the decorations.)

Light string/woodwind/percussion melody (E flat major)

Rarity:                         Pay attention to the details, every gem even spaced

                                Make the colors perfect

Spike: (grabbing one)        Taking one or two to taste

(He wolfs it down; Rarity gently prods Twilight’s chest as Coco Pommel and Sassy Saddles carry supplies past.)

Rarity:                        Inside and out, beautiful throughout

(She magically passes Spike a basket of scraps, including a crystal that he eagerly gobbles up.)                                        Generosity is what we’re all about

All instruments out except for quiet woodwinds

Spike: (mouth full)                 You got this

(Rarity levitates a piece consisting of interlocking helical ribbons down to Twilight.)

Rarity:                        You got this

Drums in; horns/strings build

(The Princess lifts off, taking the item in her field to hang it high above the stage.)

Twilight, Rarity:                We got this together

Acoustic guitar in; percussion drops back to bass drum beats

(She flies up farther and pivots to regard the entire plaza.)

Twilight:                Today needs to be perfect, it all comes down to me

                        I don’t know if I’m ready for all the things they need me to be

Drums gradually build

(She angles her flight down toward a packed avenue, then regards her own reflection while skimming a hoof across the surface of a river.)

                        I am the Princess of Friendship

                        But that is more than just a crown

(Under a bridge she goes, then sharply up to send water splashing everywhere as her silhouette disappears against the sun.)

                        It’s a promise to bring ponies together

                        And never let anypony down

Syncopated bass/drum shuffle with woodwind and baritone saxophone accents (E major)

(Cut to a slow zoom in on Pinkie, balanced atop a giant crank-operated eggbeater that stands in an appropriately sized bowl of batter. A bicycle frame and seat are attached for her to maintain balance, and she wears sweatbands on her forehead and all four legs as she works the pedals mounted on the cranks for all she is worth. Crates and sacks of ingredients are piled up around the bowl, as are a few drifts of loose flour and sugar.)

Pinkie:         We’ve got an awful lot to bake, each pony needs a piece of cake

(She looks off to one side; cut to Trixie setting off a load of fireworks amid the spectators as Starlight Glimmer watches.)

                Oh, wait, there’s something better we can do

Strings sneak in (modulate through other keys and back over the next two lines)

(One zooms past the camera, filling the screen with its exhaust; when the view clears, Pinkie is pulling a cartload of party paraphernalia down a road and has shed her sweatbands. She stops near Cheese Sandwich, who pauses in a bit of welding and flips up the protective mask covering his face. Zoom out; stacked up behind him is a mishmash of crates, sacks, and gigantic mechanical components that includes a wrecking ball.)

                We’re gonna need some more supplies to make a really big surprise

(Her pet alligator Gummy’s mouth falls open in shock, letting a wrench fall from his jaws; she catapults everything out of her cart by stomping on the harness struts, then dons a pair of safety goggles.)

                She’ll be so shocked, she’s sure to love it too

Full orchestra

(Cheese is nearly lost amid a cloud of dust kicked up by a fresh spurt of activity, and she throws a few parts to him before ditching the eyewear and lifting Gummy.)

Pinkie: (spoken in rhythm)                You got this!

(sung)                                        We got this together

(Tilt up just in time to frame the Wonderbolts speeding overhead to break up a cloud, then cut back to the plaza. Throngs of ponies march amid a shower of confetti and balloons.)

All:                        It’s the Festival of Friendship, together we are one

(Twilight, all her friends except Pinkie, and Spike fall into their own formation and advance down the runway, Rainbow flying above the others and Spike no longer holding the checklist and quill.)

                        A day we will never forget

(They stop at its end; the bows on the stage skirt have all been repaired. Four of the ace flyers pair up for high fives, the odd stallion ending up across from Derpy Hooves in a party hat. Her timing is a bit off, though, and her hooves catch nothing but air as she throws herself bodily into the gesture and down o.s.)

                        And now everything is ready, so when the day is done

(Cut to each in turn, overseeing her particular area.)

Rainbow:                The weather

Applejack:                The banquet

Rarity:                The style

Fluttershy:                And music

(They march toward the camera, peeling off to alternate sides; Twilight brings up the rear.)

All:                        All will be in perfect harmony

(As they hold out the last note, she rises slowly to her hind legs and spreads her wings in triumph, not noticing the massive bulk of an object that is slowly trundling toward her from behind. A ponderous upward rotation frames it as an enormous, light blue cannon.)

Song ends abruptly after a final brass flourish

(It blasts its charge skyward, the camera tilting up to pick it out in full—an upside-down, five-tiered behemoth of a cake with white-trimmed pink icing. It rises with all the grace and artistry of a very delicious brick amid a salvo of confetti, and the tiers start to separate as is passes through the highest point of its trajectory. Cut to a long overhead shot of the equine quintet and zoom in on Twilight as she turns away from the others; all eyes turn up, confusion stenciling itself in foot-high letters on every face. The next shot is an extreme close-up of her, zooming in on her eyes as she draws in a stunned gasp and the cake’s shadow envelops her form, followed by a split-second cut to her perspective as it bears down on her. From here, cut to all five; the tiers slam down on her one by one in proper order, each prompting a muffled yelp of surprise. The colossal dessert stands before the others in all its disheveled glory for a long moment before coming apart in a torrent of pink sludge. A muffled, weary moan issues from within as the onlookers voice dismayed reactions and the gunk laps at their hooves. Popping her befouled head out from the epicenter, Twilight catches sight of the huge firing-piece.)

Twilight: (annoyed) Pinkie!

(The final insult comes in the form of a lit candle that lands, upright, on the tip of her horn; next Pinkie climbs partway up from within the muzzle.)

Pinkie: Oopsie! Guess my Easy-Bake Confetti/Cake Cannon needs a little bit more fine-tuning.

(Twilight voices an irritated huff, directing the air upward to extinguish the flame, and follows it up with a groan. Any further grouching is cut off by a round of hushed, awed murmurs.)

Stallion voice: Songbird Serenade!

(Cut to the crowd, which slowly begins to part so two dark gray unicorn bodyguard stallions in black suit jackets, white dress shirts, and black neckties and sunglasses can pass. Behind them, the figure of Songbird Serenade is partly visible, matching the details of her cutout self that Spike used in Twilight’s pitch to the other Princesses. The stallion who just spoke is among the group.)

Stallion: Is it really her? (The two bodyguards push others aside.) It is! It is!

(One of them turns his head slightly as he clears the way, revealing a headset microphone plugged into one ear. Songbird can now be seen in full, with a few added details that Spike failed to catch. One, her collar bears two gold buttons. Two: the “black” portions of her mane/tail are actually a very dark gray with the faintest of blue tinges. Three, both these and the blond portions have slightly darker highlights.)

Songbird: Hiya. I’m looking for the pony in charge?

(She strikes a few quick poses for Photo to shoot from seemingly impossible angles, revealing a cutie mark of a white cloud with six hearts hanging from its underside, each a different color.)

Songbird: I need to set up for my sound check.

Twilight: (flustered) Songbird Serenade?

(She extricates herself from the ruined cake, smears of it adhering to her wings and coat. Now mics are visible as part of both bodyguards’ equipment.)

Twilight: Um, I was just going to check on you. (Nervous giggle.) I’m Princess Twilight, and sorry about the mess. (scraping at herself) I’m usually not so…

(She accidentally flicks a glob onto Songbird’s clothing, prompting mildly shocked murmurs from the spectators, but the performer comes up with a wry smile.)

Songbird: …caked in cake? (Twilight chuckles lamely; one bodyguard taps his earpiece.)

Bodyguard 1: You have visual on buttercream? (The other does likewise.)

Bodyguard 2: Visual confirmed. Go for cleanup.

(He takes a step forward, wipes the mess away, and backs off again. All is well, if perhaps a bit strained on Twilight’s part, until a rumble of thunder barges in. She glances up with an incredulous little gasp; as the crowd copies her actions, the view cuts to a very long shot of the plaza. A mass of brownish-black clouds is expanding slowly into view over the otherwise-tranquil sky. Tilt up slowly.)

Twilight: (from plaza) Storm clouds?!

(Overhead close-up of her, Pinkie, Rainbow, and Rarity in their growing shadow. Her hooves leave a faint trail of batter as she steps toward them, but she is otherwise completely cleaned up and has taken the candle off her horn.)

Twilight: I ordered perfect weather! (menacingly) Rainbow Dash…

Rainbow: Uh…

(Cut to behind their heads, then tilt up slowly toward the ballooning cloud bank, putting them out of view, on the next line.)

Rainbow: …I-I don’t think those are storm clouds.

(Snap to an extreme close-up of the inky murk, against which two short, blue-white lightning bolts fade slowly into view—vertical, and mirror images of one another. They retreat from the camera at a glacially deliberate pace, resolving into adornments on the gas envelope of an airship that emerges from the clouds. The envelope is dark gray, the gondola dark wood with steel reinforcements—all cruel sharp edges and hooked bowsprit—and the ponies can only stare in mute, wide-eyed fear as its shadow reaches over them. Pinkie, however, is totally unfazed.)

Pinkie: Ooooh! (hopping in place) I bet those are the clowns I ordered!

(Down and down it comes, grazing and shattering several of the pennant-topped spires erected around the perimeter of the plaza. One chunk lands squarely on a bin of party equipment, flattening it and launching a balloon dog through the resulting dust clouds.)

Pinkie: (puzzled) Or definitely not the clowns I ordered.

(The airship has now descended low enough to reveal the source of the black haze—a plume of sooty exhaust billowing from the tailpipes in its stern. One end of a gangplank comes down on the rubber critter, deflating it and sparking a round of shocked gasps. Twilight and company have an all-too-clear view of the casualty.)

Party Favor: (anguished) Brian! NOOOO!!

(A blocky silhouette appears within the mist-filled hatch at the upper end, that pair of lightning bolts serving as the only visible detail. Slow footsteps begin to clunk their way down the gangplank, and the figure emerges into full light soon enough. Stubby gray arms support the weight of a crate whose top bears the insignia, and matching legs serve as the carrier’s locomotion. The fur shades gradually to a darker tint on hands and feet. Celestia, Luna, and Cadence watch from a balcony of Canterlot Castle—accessible from the throne room, as established by the stained-glass windows in the wall behind them. Their faces broadcast varied degrees of hostility and worry; the carrier reaches ground level with a grunt, sets the crate down, and steps aside as the top opens. Male, short and squat, with a shock of two-tone pale gray hair that extends down the back; unfriendly, slitted, dark gray eyes with pale blue whites under brows so short as to be dots; flat, pig-like nose over a wide, snaggle-toothed mouth; garment similar to a long bib that covers both chest and back, darker than hands/feet, that carries the two bolts. This is Grubber, who holds a horn-shaped microphone attached to the crate by a wire as a speaker horn telescopes and curves its way out from the open top. Once it has fully deployed, a brief whine of feedback cuts the sudden dead silence and he clears his throat into his mic. His voice contrasts sharply with his menacing visage and arrival in its high, reedy timbre and pronounced lisp, and his next three lines echo over the plaza, amplified by the portable sound system.)

Grubber: Ponies of Equestria! We come on behalf of the fearsome, the powerful, the almighty…

(Cut to a close-up of one side of the ship’s gondola. Three banners are unrolled to hang over the hull, the center one depicting the head/arms/upper body of a fearsome simian-like, bipedal creature. Male, clad in dark gray armor plates at shoulders and chest, the latter bearing the ship’s mark; matching wrist bracers; pale gray fur and darker hairless face with sunken eyes with blued whites under thick brows; a pair of long black horns with a small, jagged, dark gray crown nestled between them. The banners to left and right are much narrower, black, and emblazoned with the bolts.)

Grubber: (from o.s.) …Storm King!

(A round of confused/scared murmurs drifts up; down in the plaza, reactions are decidedly mixed. Applejack tenses for a scrap; Fluttershy looks ready to bolt; Twilight shows concern; Spike cannot make head or tail of the interruption. The camera stays on these last two, who trade dismayed glances.)

Grubber: (from o.s.) And now— (Back to him.) —to deliver the evil, evil message, put your hooves together for Commander Tempest!

(A pony-shaped silhouette advances, slowly and imperiously, from the foggy hatch. Instantly discernible is a crackle of sparks from the area of the forehead; these prove to be issuing from a unicorn’s horn that has been snapped off to leave only a short, jagged stump. The Storm King’s two lightning bolts glow on the haunch—not a cutie mark, but adornment on the armor plates that cover this area, as well as the back and shoulders. A dark, close-fitting bodysuit with short sleeves is worn underneath these. The mane/tail are deep red and swept roughly back, the former resembling a windblown Mohawk haircut. A close-up picks out the facial features of Tempest Shadow: mare, deep magenta coat, icy blue-green-eyes narrowed in contempt, a vertical scar intersecting the right socket. Soft gasps float up as her horn goes quiet.)

Twilight: Is that a…unicorn?

Spike: I think so, but…what happened to her horn?

(The other three Princesses fly down from their balcony and plant themselves in front of their subjects.)

Celestia: (levelly) Tempest, is it? How may we help you?

(The new arrival’s voice is a perfect match for her expression.)

Tempest: Oh, I’m so glad you asked. How about we start with your complete and total surrender? (A round of murmurs; Twilight circles out from behind the three.)

Twilight: (waving) Hi there! Princess of Friendship. Not exactly sure what’s going on, but I know we can talk things out. (Hopeful grin.)

Tempest: (dryly) Oh, goody. All four Princesses.

(She begins to step down the incline, revealing an armored shoe on every hoof and her greater-than-average height.)

Tempest: Here’s the deal, ladies. I need your magic. Give it up nicely, please, or we make it difficult—for everyone!

Luna: And why should we cower before you? There’s one of you, and hundreds of us!

Tempest: (chuckling softly) I was hoping you’d choose “difficult.”

(Two more shapes lean into view around the sides of the hatch, voicing low growls whose malice rings out loud and clear. They are tall, broad bipeds, with pale blue pinpoint eyes and thick fur in assorted gray/black shades covering their bodies, and carry spears and shields in hands whose meaty fingers end in fierce claws. A red streak extends from the forehead down the back of each neck to mark them as Storm Guards. Within seconds, more airships are pulling in to foul the air even further, one on either side of Tempest’s; their ornamentation is simpler than hers. Twilight has time enough for one stunned gasp before more troops—foot soldiers, as seen by the lack of the red stripe—start to jump down to the plaza, throwing up dust and sending the populace into a screaming stampede. They have distinct wolverine-like characteristics and long, slim tails tipped in pale gray tufts, and wear rudimentary black uniforms with the Storm King’s logo on belt and shoulders; their height is at least twice that of the average pony. All four royals gasp as they leap high and low to scare the daylights out of the revelers.)

(Sparking her horn and launching herself into an impressive vertical leap off the gangplank, Tempest flips a small black sphere with a glowing yellow-green crystal core up from a back hoof. A roundhouse kick from that same limb propels the thing toward the freaked-out masses. Celestia gasps, momentarily rooted in place, but Cadence reflexively throws herself in its path and conjures a shield. The sphere embeds itself in the surface, sparks spitting in every direction; the pink Princess strains to keep it at bay, but it punches through and smashes into her chest to release a blast of yellow-green smoke. She cries out in agony, dark stone spreading rapidly over her body from the impact point, and Twilight sucks in a horrified gasp.)

Celestia: Cadence!

Cadence: (with effort) I…I can’t…stop it!

(Tempest races down the gangplank and across the plaza.)

Celestia: Luna, quick! Go south, beyond the badlands!

(On the end of this, cut to the younger sister, who nods resolutely and grunts her understanding. The maimed intruder rolls across the ground, tossing up another sphere and kicking it with vicious accuracy, and comes up on all fours.)

Celestia: Seek help from the queen of the hippo—

(She never gets to finish her sentence, as the missile hits home against her flank and rapidly begins to encase her as with Cadence. Luna gasps sharply and rounds on the nearest soldiers, blasting one away and leaping straight up over the head of a second—but here comes yet another magic ball, slammed up by Tempest’s armored hoof like a volleyball being served by a heavyweight boxer. It catches up to the flying Princess of the Night from behind, detonating against her haunch and sending her into a graceless plummet as the dark stone coating begins to take her over. By the time she tears through the stage’s overhead canopy, she is nothing more than a motionless statue. Twilight’s magic wraps itself around the inert form.)

Twilight: LUNA!!

(With a rich, venomous chuckle, Tempest leaps up, up, up—high enough to show her that both Celestia and Cadence have been totally petrified by her attacks. A fourth orb is attached to her haunch, but she executes a descending midair somersault to dislodge and kick it into play—straight toward the one Princess still able to move. The camera shifts to ride with it in slow motion over the final yards, and she gasps through her terror-induced paralysis.)

Rainbow: (from o.s., distant) TWILIGHT!!

(Her contrail blazes across the screen at ludicrous speed to hide Twilight from view, and the projectile explodes at that point, forcing the nearest two soldiers to shield their faces from shrapnel. A cloud of smoke persists at the spot as Tempest advances slowly into view with an unpleasant chuckle and Grubber comes up behind her.)

Tempest: Easy as pie.

Grubber: (softly, blissfully) Oh, I love pie.

(Cut to a close-up of the cloud, which gradually begins to dissipate and expose the stone-frozen silhouette within.)

Grubber: (from o.s.) Oh, you totally got the last Princess!

(But by the time he finishes, reality has put the lie to his plaudit. The victim is not Twilight but Derpy, whose party hat slides off her head.)

Tempest: (horn stump sparking) That’s not the Princess! (Twilight’s crown is now seen lying abandoned.) Grubber… (Her perspective of him.) …get her now!

Grubber: (running off) Guys, we gotta get the Princess!

(Tempest’s armored hoof crushes the crown to scrap.)

Applejack: Over here, y’all!

Twilight: Come on!

(She, Fluttershy with Spike riding, Pinkie, and Rarity start galloping toward a waterfall. Across the way, Twilight and Rainbow find themselves being hemmed in by too many of Tempest’s troops for their comfort.)

Rainbow: Come on!

(She puts on a kick of airspeed to get away, while Twilight relies on hoof power for her own escape. By the time all seven make it to a canal-spanning bridge, Rainbow has dropped into a gallop alongside the others. Two grunts drop onto the path to intercept, forcing them to a sliding stop; Twilight cranks off a quick spell, but it ricochets off the raised shield of one and blows out the stretch of bridge where the mares are standing. Billows of stone dust clear to leave them at the mercy of gravity, which pulls them screaming into the unstoppable rush of water. Heads break the surface, mouths gasp for air, and the current sweeps them over one of the city’s mighty waterfalls before any of them can even think about trying to swim for safety. Their screams are lost under the incessant foaming roar, and Grubber and two of their pursuers edge cautiously up to the precipice for a very, very long look down.)

Grubber: Which one of you guys are going down there? (Grunts in reply; he sighs.) I would, but I just had a hearty meal— (All three turn away; tilt down slowly, putting them out of view.) —and I will sink and I will side-cramp. I’m very big-boned. I sink quick.

(Dissolve to a gently rippling expanse of water and tilt up slowly to frame a placid riverbend far downstream of the mountaintop city. The sky here has not been polluted by Tempest’s flotilla. Applejack’s hat drifts lazily into view around a half-submerged boulder and is nipped up by its owner in close-up. Standing at the water’s edge, she flips the sodden article back onto her head; behind her, five of the six escapees have gathered under a gnarled tree to catch their breath. Twilight stands alone, gazing morosely across the river. By the end of the following exchange, Applejack’s hat is dry again.)

Applejack: Everypony okay? (She turns to them; zoom in slowly past these six toward Twilight.)

Rarity: (woozily) I think my bottom’s on backward.

Pinkie: We just got our cupcakes handed to us by the worst party-crasher ever!

Rainbow: I gotta go back there and fight!

Spike: You saw the size of those goons. Do you seriously want to go back?

Applejack: So now what? We can’t hide here forever. (now o.s., fading out) And let’s be honest. We can’t go back. Look at what they did to the Princesses. (Twilight turns away from the bank.) We’ve gotta keep them from Twilight.

Twilight: (to herself) The queen… (She walks off, Pinkie hopping after.)

Pinkie: Yeah, the queen! (suddenly puzzled) Uh, what queen?

Twilight: Celestia told Luna to find the queen of the…hippos. (with growing resolve) Luna can’t, so I have to. (Rainbow drops to a hover beside Pinkie.)

Rainbow: Uh, hippos? (under her breath) Seriously?

Pinkie: I’ve heard they’re surprisingly graceful for their size. Hm, but they’re always hungry.

Spike: (spooked) Hungry?

Applejack: Hippos?!

(The glance that passes between Fluttershy and Rarity says everything about just how easily they have not been able to follow this conversation.)

Twilight: They’re somewhere south, past the badlands.

Fluttershy: That means we’ll have to… (really scared) …leave Equestria. Ohh…

Rarity: I’m not even packed!

Twilight: I understand you’re scared, and nopony else has to go. But I have to find this queen. She might be our only hope.

(As the light violet mare starts to walk off at a measured pace, Applejack, Pinkie, and Rainbow smile at one another, and the pegasus flies off at a nod from the farmer to cut off the exit.)

Rainbow: (cockily) Well, you’re not getting all the glory. We’re in this together. (Applejack crosses to them and throws a foreleg across the blue shoulders.)

Applejack: We got your back. (Pinkie hops over.)

Pinkie: Indeedy!

Rarity: (joining them) I am ready to save Equestria! (Fluttershy slinks to them.)

Fluttershy: Yay. (Spike hurries in.)

Spike: We’re all behind you, Twilight!

Pinkie: (hopping away) Let’s go find this hippo!

Spike: (pointing the opposite direction) Uh, south?

(The pink dynamo bounds back and away as indicated with a merry giggle, a few cries of “Whee!” mixed in for good measure. Various pairs of eyes roll in good-natured exasperation as the other six get on the move after her. Cut to just behind them and tilt up slowly over the path they are following through a forest—possibly a dry riverbed.)

Pinkie: (slowly fading out) Boingy, boingy, boingy, boingy, boingy…anypony up for a game of I Spy? (Loud groans from the others.) No, really, come on! I spy, with my little eye, something that is orange. (Pause.) No takers? It’s you, Applejack!

(She tacks on a laugh that, like her attempt at the old game, utterly fails to get a rise out of the others as they venture into the sunlit distance. Cut to an extreme close-up of a procession of plodding hooves, the clawed feet of Tempest’s soldiers thudding down to keep pace in the fore as a jangling of metal is heard. A longer shot shows this unpleasant gathering in Canterlot, the ponies now fitted with heavy iron restraints—muzzles strapped to heads, those for unicorns including a sheath that covers the horn, collars strung one to the next, bands around midsections that bind the wings of subjugated pegasi. One captor grunts curiously at a bunch of balloons and unties them, the camera tilting up to follow their lugubrious rise toward a Canterlot Castle balcony on which Tempest stands.)

Tempest: (turning away from rail) All this power, wasted on parties…

(Cut to inside the throne room, a long overhead shot of the dais; she steps in through the curtained moon doorway. In close-up, she moves past the stony form of Celestia, regarding her own reflection in one of its surfaces as her horn stub sparks.)

Tempest: …when there are far greater uses.

(A short, chipper xylophone passage is heard over and over as she walks along the carpet toward two Storm Guards and a stone basin. The pale gray tufts on their tails are edged in red to match their head stripes. Luna is visible on one petal of the floor’s flower/circle design, and the whiteboard Twilight used for her presentation to the other Princesses has been removed. One of the Storm Guards carries a flask whose pale blue contents pulse and glow bright white in time with the music; cut to Tempest, behind whom the three-tier fountains stand empty.)

Tempest: (impatiently) Well? Answer it!

(The flask is uncorked and poured into the basin, the tune cuts off, and both Storm Guards back fearfully away as blue/white flames erupt. There is a sound as of a dial-up modem trying to connect to a computer network, which fade away as a ghostly image of the Storm King appears within the fire—seen from the neck up, at an off-kilter angle with the upper half of the face cut off by the screen’s top edge. The intimidating effect is fairly well hampered by the slightly scatterbrained quality of his voice, which echoes slightly from his image throughout their conversation.)

Storm King: Where am I supposed to be looking? I never understand how this spell works. Tempest!

Tempest: (slightly weary tone) Over here, Your Excellency. (Her perspective of him.)

Storm King: (looking around) Where?

Tempest: Over here.

Storm King: Huh?

Tempest: No… (Back to her.) …no, right…look right. (Her perspective.)

Storm King: My right?

Tempest: Yep. (He bends down far enough to show his entire face.)

Storm King: Oh, there you are. Here’s the deal, I’m in the middle of a big re-brand here. “The Storm King” is tracking, well, as intensely intimidating. But you know what? I need to back it up. You know what I need to back it up with? (suddenly enraged) A storm! That would be great!

(Cut to Tempest, then back as he continues in a calmer tone, now holding a weathered wooden staff with a long, slim crystal protruding axially from its forked upper end.)

Storm King: You promised me magic that could control the elements, and right now I’m holding a what? A branch, a twig. (He makes a sound of disgust, tongue lolling out.)

Tempest: (stepping toward basin) Uh, that would be the Staff of Sacanas, Your Excellency, and it will channel the magic of the four rulers of this land. You’ll soon have the power of a hundred armies.

Storm King: (distractedly, under her first sentence) Mmm-hmm…mmm-hmm?

(The camera cuts to a close-up of Tempest as she finishes, then shifts to frame both on the start of the next line.)

Storm King: So that would be a yes on you locking down the four pega-cornicus-es-es, whatever you call ’em.

Tempest: Give me three days. I’ll have everything ready for your arrival.

Storm King: (warningly) Remember, Tempest. Only I have the power to make you whole. Make this twig work— (Cut to her, his reflection playing across her pupils; zoom in slowly.) —and you’ll get your reward. Fail me, and your horn won’t be the only thing that’s broken.

Tempest: It won’t be a problem.

Storm King: (beaming) Great! (Transmission crackles and distorts.) I’m ready to power up, crash and bash, and be the biggest, baddest boogaloo…

(His image disintegrates into wisps of fire that dissipate over the basin to expose Grubber now standing opposite Tempest.)

Grubber: Sorry, bad spell service. You want me to call him back?

Tempest: (moving toward him) Do you have the Princess?

Grubber: Well, uh, funny story. It kinda seems like she…she might have, like, you know, got away. (Big dumb grin.) A little bit.

(The wordless hardening of her stern features is enough to throw a good scare into him.)

Grubber: I know you’re disappointed, but I got one word for you.

(He reaches behind his back and comes up with a sizable piece of…)

Grubber: Sponge cake.

(He immediately finds himself on the receiving end of a violent energy discharge that chars both him and the treat and leaves him badly dazed. Cut to a long shot of the throne room; now Celestia, Luna, and Cadence can all be seen positioned at three corners of the floor’s central design. On the next line, the gray goofball horks the cake down and the scorches fade away with the smoke curling up from his body.)

Tempest: (levelly, pacing) I need all four for the Staff to work.

Grubber: Hey, I know. I want the Storm King to fix that crazy horn as badly as you do. It looks like a crackly chipped tooth on the top of your head. And you know you don’t look good in hats.

(She wheels furiously toward him, power streaming erratically from the jagged appendage for a long moment before she composes herself.)

Tempest: That Princess is not gonna keep me from getting my horn back. Prepare my ship!

(Grubber peels out with a strangled cry of terror; she lets out a long, quiet breath. Zoom in slowly.)

Tempest: (to herself, dismissively) Please. How far can one little pony get on her own?

Act Two

(Cut to a close-up of a bleached skull lying half-buried in the dunes of an unforgiving desert under a harsh sky of faded orange. Eight red eyes, four large and four small, open within one lightless eyesocket, and the fat sluglike insect attached to them crawls out and across the elongated snout to drop out of sight. Pan slowly across the trackless waste and stop on a particular dune whose surface is pocked by lines of hoofprints. Twilight and her friends are cresting it slowly and laboriously, lungs short of breath and images blurred by the shimmering heat waves in the air.)

Pinkie: (panting) There’s…sand in my…everything…

(Close-up of the seven sojourners: eyes sunken, faces running with sweat, manes/tails in varied disarray, all looking as if they might topple in a hard gust of wind.)

Pinkie: Saving…Equestria… (She voices a brief, unhinged laugh.) …oh, look!

(She picks up a bird skull, letting sand run from its eyesockets.)

Pinkie: Maybe this guy knows which way to go! (Deranged grin; the bug crawls out and across her face.) What’s that, friend? We’re lost?

(The laugh that follows this blinding revelation is even more deranged, but it peters out into a coughing fit as she pitches the skull away. She manages to gather herself up to full height and get out one last teeth-locked giggle before collapsing spreadeagle on her face. Spike is the next to start cracking with a stumble.)

Spike: (hoarsely) We could be going in circles…endless…sand… (pulling at cheeks) …nothing for miles…but sand… (He picks up a stone.) …and this rock… (Cough; hold up tail, with a cactus stuck on it.) …and this cactus…

(Now on his knees, he gestures down at a stretch of flat stones laid out in some vague semblance of order.)

Spike: …and this road…

(He proceeds to measure his height on it, face first, rivulets of sweat instantly boiling and steaming away as soon as they touch the ground. Twilight is a few feet ahead and numbly plodding along the path.)

Spike: …this road…

Twilight: (weakly) Hmm? A road? (voice regaining strength) Where there’s a road, there’s a…

(She sucks in an ecstatic gasp; cut to behind her and tilt up slowly. In the near distance is a settlement that is a multi-level crazy quilt of structures built on the high, sprawling sandstone formations at the edge of a cliff. Smoke dribbles skyward from several chimneys both here and among the assorted half-wrecked outbuildings, some of which jut up from the swirling sand at the cliff’s base. The road follows the downhill slope of the dune toward this ramshackle area—identified as Klugetown in the My Little Pony: The Movie Prequel comic series. Rainbow advances slowly to the vantage point, then Applejack.)

Spike: (from o.s., awestruck) Whoa…

Rainbow: Cool!

Rarity: (from o.s.) What is that?

(Pinkie extracts herself from the sand, her appearance and cheer instantly restored.)

Pinkie: Ooh! A city! (Tiny happy noise.) We are doing it, you guys!

Rarity: You know what they say. Where there’s a city… (shoving limp mane back from face) …there’s a spa! (All start toward Klugetown; the cactus is gone from Spike’s tail.)

Rainbow: Who says that? (A bird flies past them and on ahead.)

Applejack: (testily) ’Case you forgot, we’re on a mission to save Equestria?

Rarity: I can multitask.

(Cut to a midair point somewhere among the wildly askew structures. The bird flies toward the camera with a raucous cry, only for a lasso to flick up into view and snare one leg. It is dragged down amid a startled squawk and a scatter of loose feathers; at ground level, a fat pig holds a small cage open to catch it, then slams the lid on. A second one wears a larger, also-occupied cage strapped to his back. Zoom in slowly past them. They are bipedal; the same will be true of all other Klugetown residents.)

Pig 1: Don’t worry, little one. We’ll let you go.

Pig 2: To the highest bidder! (Both laugh raucously.)

Pig 1: Nice!

(Twilight and company—now fully cleaned up and groomed—advance warily into view around a corner, where several caged flyers are far from happy at their circumstances. A hooded vendor with a ratlike snout peers out at them from behind a counter cluttered with animal horns in a range of shapes and sizes.)

Hooded vendor: Ooh…Hey! You with the horn! (Twilight glances his way.) You selling?

(She recoils in horror and moves on; now Fluttershy takes note of a couple of captive birds.)

Fluttershy: Ohh… (They screech, scaring her badly.) …ohh!

(She races away. A turtle-like stevedore lugs a barrel toward a wagon; the camera points out across a stall counter ad zooms out slowly, framing a red-sleeved orange arm in the fore. One clawed digit taps against a cup.)

Twilight: Hi there!

(He tosses it in, causing two others to roll off the open tailgate.)

Twilight: Oh! I’m sorry. (levitating them) Here. Let me help you with that.

(As her magic lifts them up and over the side, the view cuts to a head-on view of the stall. The arm is attached to a feline figure leaning against the counter, its back to the camera. Orange fur with darker-tinted tufts on ears and the end of the tail, long red tailcoat with upturned collar and darker fabric on the sleeve cuffs and across the shoulders, bandage wrapped around the tail, a shock of dark blue-violet fur swept forward between the ears. This is Capper, who turns partway to expose a face tinted that darker shade of orange and a light green eye with no visible white. Across the way, Twilight has finished re-stacking all the barrels.)

Turtle: Hey! (The seven travelers gasp.) No magic around my merchandise!

(They bug out in a vocal panic, and Capper pivots the rest of the way to regard these events with one elbow on the counter. His coat front is open, exposing paler fur on his chest, and his voice is smooth and calculating.)

Capper: (stroking chin thoughtfully) Hmmm…very interesting. (Cut to Twilight/Applejack/Rainbow.)

Twilight: (to them) Okay. We just gotta stick together. Be careful who you talk to, and try to blend in.

Pinkie: (from o.s., a short distance away) CAN I HAVE YOUR ATTENTION, PLEASE?

(All three stop dead, their brains locked solid, and Twilight lets go with a major-league groan. Cut to an overhead shot of the pink wacko, standing in the middle of a street and being mostly ignored by the passing locals.)

Pinkie: CAN ANYPONY TAKE US TO THE QUEEN OF THE HIPPOS? (Close-up of a hefty fish.)

Fish: You want somethin’? You gotta give somethin’! (Pinkie hops into his arms.)

Pinkie: Well, how about a big warm hug from a grateful pony friend?

(She is unceremoniously dumped to the hardpan, but instantly turns to a snakelike spectator, having flipped to hang upside down from an overhead canopy. One hoof grips a comb with a few magenta hairs tangled in its teeth.)

Pinkie: How about this comb that I’ve never used? (She pops up behind the turtle, holding up…) A picture of my sister Maud? (Over to a pig; she whips out…) This breath mint? Seriously, buddy, help me help you.

(He responds by exhaling most noxious lungful into her face, turning her face green with nausea and causing her to crumple bonelessly to the ground. The hoof with the proffered mint is the last body part to drop.)

Twilight: (crossing to her) Pinkie, you can’t just take off! (Pinkie is up and refreshed; she continues through gritted teeth.) And you don’t need to announce to every—

Pinkie: Relax, Twilight. I’ve totally got this. (Rarity and Spike have joined them by now.)

Snake: How much for the giant gecko? (Here comes Applejack.)

Spike: (incensed) Who you calling a gecko?

Twilight: (under previous) Huh?

(She angles herself between him and the unsavory crowd.)

Twilight: Uh, Spike isn’t for sale.

Deer: I want that fancy purple hair! (holding up two fingers) I’ll give you two storm bucks for it!

Rarity: (affronted) Two storm bucks?! It’s worth more than that!

Twilight: (puzzled) Huh?

(A clamoring throng begins to advance on the group, which now includes Fluttershy and Rainbow, as Capper eases into view in the fore. On the next line, cut to a close-up of him, purring thoughtfully to himself as claws stroke chin. This shot frames a large patch sloppily stitched onto one coat sleeve and strips of dark red edging down the lapels.)

Voices: Gimme that pink one!…I’ll take the blue one!…No, I want the blue one! (Back to them.)

Snake: I need that lizard!

Voice: I’ll take the picture of your sister!

Deer: I want all seven for my collection!

(Said seven have nearly backed themselves up against a vacant stall, and they cower as they realize the peril facing them. Capper drops into view facing the crowd.)

Capper: Back up, everyone! (A hush falls.) Back it up! Y’all in some serious danger! (poking at an aardvark’s chest) Now you didn’t touch any of them, did you? (whisking back to the group) Just look at all those colors! You think that’s natural? (aside, to a porcupine) They’re infected with pastelis coloritis.  

(Gasps from the crowd; cut to a vexed Applejack crossing to him on the start of the next line.)

Applejack: Now you listen here, fella! There ain’t— (He muffles her protest with his tail.)

Capper: (throwing arm around turtle’s shoulders) Don’t worry, don’t worry! As long as you’re not covered in purple splotches…

(Cut to an extreme close-up of a puddle of spilled purple paint as he speaks—his tail snaking down to scoop up a load—then back to him for the finish. He flicks a few blots onto the fish, who is standing to his other side, without being noticed.)

Capper: …you’ll be fine. (He turns to the fish and feigns worry.) Uh-oh.

(His next move is to back off as the walking sea creature looks himself over in alarm and cries out.)

Fish: What do I do?

Capper: Enjoy your last moments. And don’t touch anyone… (ominously) …because parts will fall off.

Fish: (blubbering) Me parts!

(He peels out, as does every occupant of the area who is not a pony, dragon, or cat.)

Capper: Well, all right. (Purr.)

Rainbow: (flying around him) You…are…awesome! (She thumps his shoulder.)

Capper: Mmm-hmm. (Rarity crosses to them.)

Rarity: And quite charming! (Giggle.)

Spike: (sourly, arms crossed) Hmph!

Capper: (dusting off coat, bowing) Capper’s the name, charming’s my game. So…to the hippos, then?

(He ambles away; Pinkie is first to follow, hopping along with a giggle, but Twilight goggles at her easy trust and slips ahead to block her with a wing.)

Twilight: I don’t know if we should trust him.

Pinkie: We could definitely use a friend out here.

(A clawed orange digit pokes up into view behind the flared pinions and eases them down so he can lean close.)

Capper: You know what? Little Cotton Candy here is right. And if I do say so myself…

Melancholy stoptime string melody with light percussion/accordion accents

Slow loose 4 (D minor)

(He straightens up to full height and circles around the group.)

Capper:        This town is not a nice place for little fillies all alone

(He gestures to a shady alley and a rough customer idling in a doorway.)

                There are lots of twists and corners that could lead to the unknown

Flute, double bass in

                Let me guide your way and I’ll be sure to help you through

(The swing of one claw slices a rope, causing overhead shutters to block out the meager light, leaving only his eyes visible against a totally black screen.)

                You could really use a friend out here, and luckily for you

(The eyes dart toward the camera until the view is filled with their green; from here, fade in to a silhouette of him sliding into view against the similarly rendered alley. A snap brings up normal illumination and puts a spotlight on him.)

Latin groove with percussion, acoustic guitar, bass; occasional woodwind accents (lively 4)

(He leads the wondering group toward a doorway guarded by a beaver.)

Capper:        I’m the friend that you need when you’re lost and don’t know what to do

(A complex handshake passes between the two, and the way is opened for him.)

                I’m your pal, your amigo, useful and resourceful too

Strings in

(He ushers them in and swipes three fruits from a vendor’s table with his tail.)

                And my help, you’ll concede, is a plus, guaranteed

Horns in; switch to/from stoptime through remainder of verse

(A quick bit of juggling, and he holds one out to Applejack , who regards it quizzically and then smiles at the offer.)

                You can call and I’ll come running, just follow my lead

(tossing it to her)

                ’Cause I’m the friend you need

Mouse:                        He’s a friend

Lizard: (spoken in rhythm)        Quite a friend

(Each of these two comes up holding one of the other fruits.)

Lizard, Mouse:                He’s a friend indeed

Horns out; woodwinds in

(They chomp the food down. Now Capper leads the gang down a dimly lit passage, stops the mares just in time to avoid being crushed by a giant reptilian foot, and slaps away a tentacle issuing from a bucket toward Spike.)

Capper:        You need a bud to spot the danger, a pal to stop the creep

(He flips a plank down to bridge a gap between rooftops so they can cross.)

                A chum and not a stranger to assist

(They ride in a mine cart, which overturns at a break in the tracks and throws them ahead to the other side.)

                You need a bro who is cunning, that can help you take the leap

(A step backward, and he vanishes into the hazy brownish air that now fills the screen.)

                A friend who knows what’s lying in the mist

All instruments out except strings, flute, accordion

(Fade in to an apprehensive Fluttershy, looking up at dozens of bats hanging from a broken shutter, their eyes opening to glow yellowly in the half-light.)

Capper:        Don’t fear these darkened alleys, they’re scary, yes, I know

(They swarm down toward her, but Capper darts in and opens an umbrella to deflect their momentum.)

                Why, you could use a friend to protect you wherever you go

All instruments in

(He slides over to Rarity and points out the puddle in which she is standing, the mud having stained her hooves.)

                And such a dazzling beauty, covered in dirt and muck

(Roll out a red carpet that stretches for dozens of yards and stops directly in front of her.)

                But now your fate is changing, now you are in luck

Horns in

(He tumbles the full length of the fabric and springs up before all the mares save Twilight; Rarity’s hooves are now clean. They fall in line and strut behind him.)

Capper:        ’Cause I’m the friend that you need when you’re lost and don’t know what to do

(Tilt up to frame a tumbledown windmill on the far side of Klugetown.)

                I’m your pal, your amigo, looking out for friends like you

(He ushers them to a pair of batwing doors set in its perimeter fence and on in. Spike and a very skeptical Twilight are now bringing up the rear.)

                And my help, you’ll concede, is a plus, guaranteed

Stoptime

                Just call and I’ll come running, we’ll say it’s agreed

Music pauses

(The light brightens, and he bends down to address a diminutive raccoon that has gone unnoticed just outside the doorway. It is nearly swallowed up in a bulky gray sweater, leaving only its eyes, snout, and the top of a light gray head surmounted by a ridiculously tiny bowler hat.)

Capper: Here. (tucking a folded paper into its collar) Tell Verko—my place, twenty minutes. I’ve got something that will magically erase all my debt.

Music resumes

(He boisterously passes through the batwings, the light level returning to normal.)

Capper:                ’Cause I’m the friend you need

(Fade to brown, then in to the seven out-of-towners riding upward on one tooth of a slowly rotating gear wheel. He leaps aboard with them, holding out the last word over the next two lines.)

Applejack, Fluttershy, Pinkie, Rainbow:                 He’s a friend

Rarity: (spoken in rhythm)                                Quite a friend

Stoptime

(Tilt up toward the mill’s half-broken vanes.)

All mares but Twilight:                                He’s a friend indeed

Song ends

(Cut to a close-up of a trapdoor set in the floor inside. Capper flips it open from below.)

Capper: Welcome, my little ponies… (He leaps out and o.s.; they and Spike peek up.) …to my little manor.

(Eyes widen and mouths gape in combined shock and pleasure; cut to their perspective, panning slowly across the interior. Dishes are stacked in a wall cabinet near a dining table and piled on horizontal support beams; cooking pots and oven mitts dangle from nails in the wall; a wrench, floor-mounted stanchion, and lantern have been fashioned into a pole lamp; framed pictures are hung up; an armchair stands by a gramophone. Everything shows signs of wear and minor damage, as if acquired as castoffs and salvage and well-used since then.)

Rarity: Ooh! A sort of a roco-hobo-bohemian hodgepodge. (Laugh.)

Capper: (from o.s.) Apologies for the state of my litter box. I wasn’t expecting guests.

(Overhead shot of the domicile. Upended drinking glasses hanging from the ceiling clink together softly, a couple of small rugs lie askew on the floorboards, and a set of stairs winds up the circular perimeter to an upper level. Mares and dragon climb fully out of the trapdoor.)

Pinkie: (over others’ murmuring) Ooooh! So many fun breakables!

(Floor level, panning slowly across the space as they fan out. Rainbow notices a teapot with multiple spouts.)

Rainbow: Whoa.

(Applejack laughs, walking alongside her. Rarity spots a picture of a military officer standing proudly on a clifftop—with Capper’s face pasted in—and Twilight gravitates to a set of bookshelves under the stairs.)

Capper: (from o.s.) Y’all sure y’all want the hippos? (Her perspective, panning along one shelf.)

Pinkie: (from o.s.) Yes-sirree! The queen of the hippos!

Capper: (from o.s.) Not like the queen of the lions or tigers or bears? (Stop on an atlas during this line, then cut to Twilight.)

Fluttershy: (from o.s.) Oh, my.

Twilight: (to herself) Huh?

(Cut to within the darkened interior of a closed barrel of vegetables, the camera pointing up through them. The lid is yanked away so one of the Storm Guards can glare in with an impatient grunt; after a second or two, cut to the hulking beast standing in a Klugetown alley. It heaves barrel and lid away in a fit of pique and storms off, sweeping aside a display of fabrics staffed by the deer who earlier had a particular interest in Rarity’s mane and causing her to scream. As the ransacking continues up and down the block, Tempest strides haughtily through the chaos with Grubber close behind, eating a caramel apple.)

Shark: (sobbing) Please! Please! I don’t know anything!

Grubber: (to Tempest, mouth full) You really think the ponies got this far?

(The commander sniffs at the air and stops to eye a long, curly strand of magenta hair snagged in a pile of junk.)

Tempest: Oh, they’re here. (She raises her voice to address the public.) Attention! A little purple pony passed this way. (Close-up.) Tell me where she is…

Grubber: (brandishing apple, mouth empty) …or something real bad’s gonna happen.

(The sound of slow, heavy approaching footfalls brings a frightened little squeak from his lips, and he backs away. The fish that Capper tricked is advancing on Tempest; he has scrubbed off the paint used to put one over on him and is plenty angry.)

Fish: You think we’re gonna fall for this again? I don’t know what kinda scam you’re workin’ with Capper and the rest of your friends, but— (Cut to Tempest’s impassive face on the last word.)

Tempest: (cocking an eyebrow) Friends?

Fish: Poison or no poison, you’re gonna pay.

(He throws a punch, which she easily ducks before countering with a hind-leg kick to the gut. Despite his overwhelming advantage in height and bulk, the strike slides him back several feet and leaves him badly winded. She rushes in to sweep his legs out from under him, and he crashes onto his back, but even the fall is no reprieve; seizing his tail, the unicorn leaps up to roof level and hurls him back down to hit the ground on his belly. He can only groan, pained and woozy, as Tempest touches down. Cut to Grubber on the start of the next line; he has done away with his snack.)

Grubber: Ohhh! Fish-man just got dropped! (Tempest steps onto the fallen fighter’s back with a frightening smile.)

Tempest: Now, about this Capper…

(Power begins to spark from her ruined horn as the reptilian eyes bug out in abject fear. A slow dissolve transforms them into two glass globes among a mishmash of bottles and flasks, all suspended from a rope strung across a window. To the mares’ laughter and the sound of the bossa nova tune “The Girl from Ipanema,” the camera zooms out slightly and pans across the upper story of Capper’s bachelor pad. Stop on him, lounging on a bed and surrounded by Applejack/Fluttershy/Pinkie/Rainbow, on the start of the next line.)

Capper: (to Rainbow, chuckling) Stop playing me. A Sonic Rainboom? (standing up from bed) That’s not a real thing. (Pause.) Is that a real thing?

Rainbow: (hovering) I’ll show you!

Capper: (turning away) No, no, no, I don’t need you Sonic Rainbooming up in my place, thank you very much.

(He stops short upon finding a needle and thread floating in Rarity’s magical grip, which promptly extends to pull his left arm out straight and expose a ripped seam at the edge of his sleeve cuff.)

Capper: Whoa, hey, hold up now.

(By the time he finishes these five words, the needle has already zigzagged through the torn edges. A smart tug on the thread pulls them together, and a second snaps off the excess to leave the seam good as new.)

Capper: Whoa. (The music fades out.)

Rarity: Here you go. (Now her aura settles a gold button on each lapel.) I do apologize.

(Close-up of the confounded feline, eyeing the additions to his coat.)

Rarity: (from o.s.) If we were back home, I could have done something truly fabulous.

Capper: Okay. (Cut to frame both.) What’s the catch? (He paces away.)

Rarity: Nothing. After all that you’ve done for us, consider it a thank-you.

Capper: (thrown for a loop) Oh…uh…don’t thank me. (slumping) Really.

Twilight: (from o.s.) Guys!

(She floats an unfolded map to the dining table as the others gather around.)

Twilight: We’ve been looking for the wrong queen! We don’t need the queen of the hippos, we need the queen of the hippogriffs!

(On this last syllable, cut to one particular spot as she points it out. A tall, slender mountain peak is drawn here, with detailing around the summit that resembles a pair of folded wings. Two flying equines with birdlike heads hover above it.)

Twilight: (from o.s.) Part pony, part eagle!

Capper: (from o.s.) Oh! (Tilt up to him.) Oh, the hippogriffs! Now the trouble with that is, no one knows where they are. (Cut to the table.)

Twilight: (testily, jabbing at map) Says here they’re on the top of Mount Aeris.

Pinkie: (pointing) You mean the mountain right outside the window?

(Sure enough, in the featureless expanse beyond the panes, the murky silhouette of a tall, slender peak can be seen at the sand-swept horizon.)

Capper: Objects in windows may be less mountainous than they appear.

(Twilight responds to his nervous chuckle by folding the map with her telekinesis and turning away from the table, taking it with her.)

Twilight: Let’s go, everypony.

(With a gasp of fear at being bowled out, he whips across the room and plasters his back against the door that she is approaching.)

Capper: Wait! (A startled yowl floats up.) You c—you can’t make it by yourselves! You need an airship— (arm across her shoulders; she glowers at him) —and lucky for you, I can get you a ride.

Twilight: (throwing arm off) I think we can get there on our own.

(She kick-starts her horn and pulls the door open; cut to her perspective—an extreme close-up of a rat’s pale, liver-spotted face, the beady eyes covered by goggles and everything else by a dark hat and coat. This is Verko.)

Verko: Here’s Verko!

(Wheezing laugh; Twilight backs off with a horrified gasp. A longer shot frames him from the waist up: ratty black top hat with red band and a chunk gone from the brim, gray dress shirt and black bow tie under a brown vest, patched brownish-black overcoat. Just outside the door, a banner in the Storm King’s likeness has been hung up and a circus cage wagon has pulled in, driven by the raccoon Capper tipped off.)

Verko: (stepping in, poking Capper in the chest) These ponies better shoot rainbow lasers out their eyes if they’re gonna settle your debt.

(This motion exposes the brown spats and black pants he wears.)

Verko: (gesturing to wagon) Brought the big cage. Let’s load ’em up! (Gasps from the ponies and dragon.)

Rarity: (to Capper) You were…you were going to sell us?!?

Twilight: I knew it!

(Cut to the frantically recoiling con artist on this last line, then back to the would-be merchandise on the start of the next.)

Twilight: We gotta get outta here!

(A rich, feminine chuckle stops every hoof and foot cold and brings a gasp from the Princess’s throat—and here comes Tempest, energy fizzing and popping around her fractured horn. She is accompanied by a brace of Storm Guards.)

Tempest: Silly little ponies.

Twilight: Tempest!

(Spike cries out, while Fluttershy whimpers, grabs the shade off a cracked lamp, and stuffs it down onto her head.)

Tempest: (chuckling, entering; Grubber follows) Trusting strangers? Big mistake. Big.

Grubber: Huge!

Verko: (laughing) My goodness! (He pinches Tempest’s cheeks and peers closely.) Well, look at you! (His perspective.) With your scary broken horn and scowly eyes. (Hers.) What tricks do you know, my little pony-wony?

(Back to his perspective on the end of this. She answers by cranking up her scary broken horn; cut back to him, surprise registering on his face an instant before she lets him have it. The rodent lowlife ends up charred and smoking from top to toe, goggles cracked and bow tie shredded.)

Verko: (hoarsely) Not bad.

(He faints; Twilight is at the window, levitating the map she found. The others have already slipped out and are clinging to one of the windmill’s slowly turning vanes for dear life. Fluttershy has ditched her lampshade.)

Twilight: Go! Go! (She dives out.)

Tempest: (horn sparking) Get her NOW! (The Storm Guards charge in past her.)

Grubber: You gonna be scared now, ponies!

(High above, Twilight and Rainbow fly alongside the vane while the other five hang on, cries and squeals of panic floating up. One Storm Guard smashes the window and clamps both massive hands onto the first vane, forcing the mill to a stop; the two flyers throw their weight behind the one carrying their friends, setting off a rotational tug-of-war. The shaft attached to the hub groans under the conflicting strains, and soon enough the vane held by the Storm Guard breaks away entirely. It throws the now-useless chunk of wood aside, only to get repeatedly bashed in the face by the others as the riders describe a screaming high-speed circle. The shaft gives way, allowing the wheel of vanes to drop loose and bounce madly down the block.)

Applejack: (between bounces) I’m…gonna…be…siiiick!

(All seven bail out and land on a rickety wooden scaffolding that stretches down the length of a building, with Spike ending up on Applejack’s back. Hooves and wings barely keep them ahead of the wheel as it bears down on them, chewing up the planks every time a vane makes contact. They bound over a gap to reach a higher level, then into an open window just as the last of their perch disintegrates into splinters and sawdust. Cut to within a dimly lit, cluttered hallway; they pelt and fly along, fueled by adrenaline and sheer terror—with the exception of Pinkie, who is grinning from ear to ear.)

(Cut to their perspective, approaching the other end of the passage and the airship docks just beyond it, and tilt up slightly to the one vessel moored there. A stylized, streamlined gold eagle’s head and wings are attached to the upper surface of the gas envelope.)

Twilight: We have to get there! (Back to them.) To the docks!

(They cut a hairpin turn to climb a short flight of stairs; cut to a long shot of the midair shore, seen from several yards out along the occupied pier. The not-quite-magnificent seven emerge into the open and race toward the airship, which is beginning to pull away.)

Twilight: Hurry!

(A surge of wing power carries Rainbow ahead of the group, and she bites down on a loose mooring rope and takes in all the slack by pulling it back to the pier. Rarity is first to ease out onto the makeshift tightrope, followed by Applejack and Spike, who has dismounted; Fluttershy flies above them.)

Applejack: (under Rarity’s yelps) That’s it…don’t look down now…

(Spike’s own scared little vocalizations are cut off by a mighty leap from Pinkie.)

Pinkie: Yay!

(Her weight on the rope drags Rainbow off the dock, and both Pinkie and Spike go screaming over the edge. The pegasus hauls up the end of the rope, taking the dragon with it, but the earth pony grabs uselessly at air and begins a very, very long free fall.)

Twilight: PINKIE!!

(Spreading her wings, she hurls herself down into empty space. Pinkie’s lungs and wildly flailing limbs work overtime until Twilight catches her only inches short of the jagged, tumbled boulders at the base of the cliff on which the docks stand. The two ascend to the airship, and Twilight tosses Pinkie onto the deck before belly-flopping onto it and sliding to an exhausted stop.)

Pinkie: Best escape plan ever!

Twilight: What?!?!?

(A lasso drops around both their necks and yanks them o.s., prompting a startled yelp from her. Cut to a darkened enclosure filled with untidy piles of crates, many of which display the Storm King’s mark. The rest of the group is in here, and Applejack reels these two in and lets the rope drop.)

Spike: Shhh!

(Two birdlike silhouettes step into view a short distance back; the placement of the crates keeps them from immediately spotting the stowaways. One is upright, the other stooped.)

Upright figure: (weathered male voice) Did you hear something?

(The stooped one squawks hoarsely in reply.)

Upright figure: Yeah…probably just the rats. (Both move off.) If we find ’em, we’ll eat ’em.

Rarity: (whispering, to others) Rats?

(A Storm Guard’s rising growl is heard; cut to a patch of empty floor as Capper slams down to it face first and Tempest’s shadow extends itself over him. He has just had a bit of her enforcers’ ministrations.)

Tempest: (from o.s.) Now… (He glances fearfully upward; cut to her and Grubber.) …where are they going?

(A spit of sparks from her horn; he gets nonchalantly upright, the two Storm Guards who came in with Tempest standing behind him.)

Capper: Okay. No need for violence. Uh, they’re headed…

(He pauses to aim a long, thoughtful glance at the two new gold buttons on his lapels, and remorse at being so ready to sell the group out plays across his face. The whiskered mouth curves up into a smile just before the camera cuts to a long shot of the group, on a pier where Tempest’s airship is now moored.)

Capper: …they’re headed east. (pointing) Yeah, to…to Blackskull Island.

(Cut to Tempest and Grubber, who trade an unconvinced glance, then back as he continues.)

Capper: (bowing, easing away) So, uh, glad I could be of service to His Majesty, the Storm King. (chuckling) I’ll just be on my way.

(The two Storm Guards step sidewise toward each other, blocking off the gap between them. He utters a slightly frightened meow at finding his escape route blocked; cut to a close-up, seen from behind.)

Tempest: (from o.s.) When I get my Princess. (He turns glumly back; cut to her and Grubber.) Until then, your fate is still up in the air. (She walks toward her ship.)

Grubber: (chuckling) Oh, you’re gonna go in the skiff, which is a boat! Specifically, a air boat [sic]!

(He hurries after his boss with a nasty little laugh; Capper yowls upon being shoved by a Storm Guard, and all three clump toward the ship. Cut to a long shot of the entire progression on the start of the next line.)

Grubber: (to Tempest, fading out) We make a great team. I love it how you said his fate is up in the air, and then I said, “You’re gonna be in the air on the air boat!”

(Snap to black as he finishes, then tilt up slowly into an expanse of night sky filled with threatening storm clouds. Thunder rumbles among them as the ship Twilight and company boarded breaks into view and sounds a bellowing blast from its horn. The ringing of its bell is nearly lost following its reverberation. Cut to a close-up of Applejack and Rainbow peeking out between a couple of crates, then to their perspective. A squat, bipedal female parrot plods into view, carrying a crate: two-tone pale grayish-pink plumage; stained, dark gray coveralls and kerchief tied on top of head, the former set with a patch of the Storm King’s mark; long, darker pink reptilian tail missing its tip and capped in brass. A second, similarly attired figure steps into view in the fore, its head cut off by the top edge of the screen; its reptilian tail is a dark gray-green and it wears brown spats. This one stops, burps, and scratches its posterior; back to Applejack and Rainbow, the latter making a sound of disgust at the uncouth display.)

Applejack: (hushed, addressing behind herself) What do you think, Twilight?

(Cut to the winged unicorn, who is using her magic to hold the map she stole from Capper at eye level.)

Applejack: (from o.s., hushed) Should we just…ask ’em to take us? (Map down and away.)

Twilight: The last time we trusted somepony, he tried to sell us!

(A crate is heaved aside to expose the septet, whose members gasp in fright. The voice of the male upright figure who wondered about rats onboard speaks up.)

Upright figure: (from o.s.) Hey, guys…

(Head-on view of him: same coveralls as the others, cap instead of kerchief, green plumage with a darker shade on the chest, long feathers in dark blue-gray down the back of his head, reptilian tail nearly the same color as his clothes. This is Boyle.)

Boyle: …come check this out!

(Another male, Mullet, leans down over them. Same clothing as Boyle; nearly the same tint to the plumage, but all one solid color; right eye covered by a patch; long red feathers down the back of his head. He is the one who burped and scratched himself earlier.)

Mullet: Looks like a pack of stowaways.

(The squat grayish-pink female, Lix Spittle, joins them with fork in hand.)

Lix: (scratching chin with it) What are we s’posed to do with them?

(The head of the squawking hunched silhouette pokes into view and sounds off again. Pale green; deeply bagged magenta eyes completely out of sync with one another; knit cap with a dark red feather sticking out under the brim in front; upper portion of the beak replaced by a brass prosthesis. This is Squabble. Cut to their perspective of the apprehensive group.)

Boyle: I think we tie ’em up. (Zoom in quickly on Applejack, who gasps.)

Lix: Nah, we clip their wings! (Zoom out, then in on Rainbow; she gasps, hunched down to fight.)

Mullet: Nah, we scar ’em! (Out, then in on Rarity, who cries out, then pan to Fluttershy.) Emotionally.

(The timid pegasus begins sobbing uncontrollably into her mane. Zoom out.)

Mullet: Wait, wait, wait, wait. (Cut to him, turning slowly to the camera.) What say the book, Captain Celaeno?

(Cut to an extreme close-up of two lower limbs moving slowly and sullenly across the deck planking, trailed by the fringes of a two-tone light green tail—feathered rather than reptilian like those of the others. One is a bird’s foot like the others’, clad in a jointed metal brace, while the other is a wooden peg leg. The next shot is a close-up of a thick book carried by the walker, sporting the Storm King’s insignia on its cover and a plethora of colored tabs protruding from the pages. Finally, the camera cuts to a blurry head-on shot of this female figure, Captain Celaeno, and focuses as she leafs through the pages. She is attired identically to the rest of the laborers, with a head kerchief similar to Lix’s, and has pale brown plumage and magenta eyes, the left accented by a beauty mark. Two green feathers poke from the leading edge of her head kerchief, slightly paler than her tail, and a glimpse of matching longer plumes can be seen beyond her shoulders.)

Celaeno: Storm King’s rulebook says… (menacingly) …“throw them overboard.”

All seven: Huh?

(Mullet pulls on a dangling loop of rope to project a plank out from a slot in the side of the hull. Zoom quickly out to a long overhead shot of the airship, then cut briefly to the travelers’ perspective of the snarling crew, Celaeno and Boyle reaching in for them. The next shot is a slow zoom in on the seven—Twilight glowering, Applejack and Rainbow ready to throw down, the others whimpering in brain-paralyzing panic—followed by a close-up of a clock and quick zoom out. Mounted on one of the masts, it has an attached steam whistle that sounds off as the hands click to 12:00.)

Celaeno: ALL RIGHT, THAT’S LUNCH!!

(Cut to an extreme close-up of some unidentifiable, thoroughly unappetizing brown slop being dumped into a dish and zoom out. It sits before Twilight, who glares at it with the clearest disgust from her position seated at a table in a cabin that doubles as a mess hall. This shot reveals Squabble’s outfit as the same as the other parrots’, except for his knit cap, and he has lost nearly all the feathers from the exposed skin of his head and reptilian tail.)

Twilight: (totally confused) What?

(As squawks and the clanking of spoons float around her, the camera cuts to a longer shot of the entire table. All twelve are seated around it, with benches running down both long sides and a small crate set on one to serve as a booster seat for Spike. Rainbow is at the near end, sitting on a crate of her own, Celaeno at the other, and the table is set with mugs and loaded plates. The blue pegasus is first to break the silence.)

Rainbow: Whoa, whoa, whoa. (Her perspective of the table.) So you were about to toss us overboard— (Back to her.) —and you stopped for a lunch break?

(Twilight throws her a “shut it” look. Next to her, Boyle’s right arm—and the brass cap fitted onto the wrist in place of its missing hand—can be seen clearly for the first time. Cut to him and Fluttershy on the start of the next line.)

Boyle: Storm King only allows one break a day for meals, then it’s back to hauling goods.

Spike: So you’re delivery guys?

Celaeno: And gals. (picking at coveralls) These uniforms aren’t exactly doing us any favors.

(A swing of her head on this line reveals the paler tips of her long green head plumes.)

Twilight: (floating map up) Then can you deliver us to Mount Aeris?

Celaeno: (holding up rulebook, plopping it on table) Sorry. We do what the Storm King orders, or we suffer his wrath.

Twilight: (letting map drop) Right. Still going overboard. (Cut to Lix on the next line.)

Lix: Eh, it’s nothing personal. Pudding?

Rarity: (eagerly) There’s pudding?

(Her answer comes in the form of a plate being slid to her and filled with the same brown goop.)

Rarity: (wearily) Oh.

Rainbow: You weren’t always delivery birds, were you? (Cut to a downcast Celaeno; she continues o.s.) What about before the Storm King?

Celaeno: Yeah…we used to be much more adventurous.

(She turns her attention off to one side; cut to a tattered poster of the Storm King on a side wall. She reaches into view and pulls it partway aside to expose an equally beat-up variant of the Jolly Roger flag tacked up beneath it, with a parrot’s skull superimposed on the crossbones.)

Pinkie: (from o.s.) Ooh! I met that guy in the desert! (Back to Rainbow.)

Rainbow: Whoa. You used to be… (smiling) …pirates? (Cut to frame Applejack and Mullet on the next line.)

Mullet: Um, we prefer the term “swashbuckling treasure hunters.”

Rainbow: So, pirates.

(Squabble squawks, scattering half-chewed particles over Fluttershy and Spike to either side of him.)

Rainbow: (firmly, thumping hoof on table) You birds have a choice to make.

(Her perspective of Celaeno and Twilight’s side of the table; cut to Applejack and Mullet as she speaks.)

Rainbow: You can let some cloven-hooved Storm King tell you how to live your lives— (Back to her.) —or… (She rips the poster down.) …you can be awesome again!

Twilight: Rainbow Dash, this really isn’t a good time for a…

Dramatic string melody, lively 4 (D major)

Stoptime for first two lines only

(Rainbow plants her hooves on the table; zoom in on her.)

Rainbow:                I know the world can get you down

Twilight: (disgustedly, hoof to face) …song.

Rainbow:                Things don’t work out quite the way that you thought

(walking down the middle)

                        Feeling like all your best days are done

                        Your fears and doubts are all you’ve got

Clangs, handclaps in

(She stops to lift Squabble’s chin, then gets to trotting proudly and stomps a full mug flat, dousing Twilight.)

Rainbow:                But there’s a light shining deep inside

                        Beneath those fears and doubts, so just squash ’em

(She tears down a flag emblazoned with the Storm King’s mark, revealing an alcove filled with relics from the crew’s piracy days. At the heart of it is a framed wall portrait of Celaeno, standing proudly in one gold hoop earring, a yellow-trimmed dress, and a broad dark tricorn hat with long plumes of red-orange.)

                        And let it shine for all the world to see

(Applejack and Rarity, seated on both sides of Lix, sweep their plates aside.)

                        That it is time, yeah, time to be awesome

Clangs/handclaps out; drums/shaker in; Twilight does not sing for the remainder of the song

Spike accompanies all remaining group lines sung by mares

Other mares: (Applejack/Rarity pounding table in time)                Ah, ah, ah-h, awesome

(Lix pitches her dish away, and the others begin to join in.)        

All mares:                                                                It’s time to be so awesome

(Twilight peruses her map, irritation all over her now-dry face, and eventually gives up and leaves.)

Other mares:                                                                Ah, ah, ah-h, awesome

All mares:                                                                It’s time to be so awesome

Woodwinds/horns in; each background line is sung under the preceding main one

Celaeno:                        You’ve no idea how hard it’s been

Mares:                        [Ah, ah, it’s time to be awesome]

(She sweeps her food off the table and turns to her portrait.)

Celaeno:                        This dull routine we’ve been forced to do

Mares:                        [Ah, ah, for you]

(Rainbow brings her old hat over.)

Rainbow:                        Don’t let them rob you of who you are

Other mares:                        [Ah, ah, who you are]

(hovering above table)

Rainbow:                        Be awesome, it’s all up to you

Other mares:                        [Ah-h, be awesome]

Celaeno: (animatedly)        I feel the light stirring deep inside

Mares:                        [Ah, ah, ah-h, ah, ah, ah-h]

(She rips the kerchief from her head and replaces it with the hat.)

Celaeno:                        It’s like a tale still yet to be told

Mares:                        [Ah, ah, ah-h, it’s time to be awesome]

Celaeno, Mares:                And now it’s time to break the shackles free

(Caps and kerchiefs are joyfully thrown to the ceiling, and more appropriate accessories are snatched from a trunk in the corner.)

Rainbow, Celaeno:                And start living like the brave and the bold

Other mares:                        [Be free]

Capitalized words are shouted

(Laughing, Boyle snaps a hook onto the cap for his missing hand. He is now more suitably kitted out; the same will be true of the other crew members when seen next. His new tunic leaves dark green feathers exposed at both chest and shoulders.)

All:                        It’s time to be AWESOME

(Squabble fits a collar around his neck that might double as a life preserver. He has donned an aviator’s leather cap and goggles.)

                        Let loose, be true, SO AWESOME

(Celaeno kicks open the door leading to the deck and the five emerge. She is in her old threads, brandishing a cutlass, and wearing an emerald peg leg in place of her wooden one. Her good foot now sports a gold brace, and the gray-brown skirt of her dress is open in front to show the dark knee-length breeches beneath. Lix has traded in her fork for a serving spoon; a crest of pale green feathers stands up from her now-uncovered scalp.)

                        It’s time to be AWESOME

(They jump aside to make room for the five mares and dragon, who have borrowed a few wardrobe items of their own; Applejack has traded her cowboy hat in for one similar to Celaeno’s and covered one eye with a patch.)

                        Go big, be you, SO AWESOME

Woodwinds/horns/shaker out; tin whistle in

(Mullet swings across on a rope and scoops up Rainbow.)

Mullet:                We used to soar through the clouds in the skies

(Elsewhere on deck, Twilight’s attempts to annotate the map are frustrated by Pinkie’s doodling and Lix’s commandeering of a quill. Fluttershy and Spike look on. Rainbow rockets past, depositing a Jolly Roger hat on Twilight’s head.)

Lix:                        Elaborate schemes we would love to devise

(Boyle hefts a chest and sends it in a spinning slide to Rarity and Celaeno.)

Boyle:                        We rescued our treasure and store [sic] it away

(The boss flips the lid and retrieves a huge gem whose every facet reflects the unicorn’s awestruck expression in close-up.)

Celaeno:                Saving those gemstones for a rainy day

(It is lowered out of view to frame all eleven at the prow, the camera zooming out as Celaeno leaps onto the bowsprit and strides to its end, rulebook in hand. Rainbow hovers alongside.)

Woodwinds/horns in

Each background line is sung under the preceding main one

Celaeano, Crew:        We see that light filling up our skies

Mares:                [Ah, ah, ah-h, ah, ah, ah-h]

(Rainbow grabs the book away and hurls it into space.)

Rainbow:                So take the Storm King’s orders and toss ’em

Other mares:                [Ah, ah, ah-h, ah, be]

All:                        ’Cause it’s the time to let our colors fly

(Celaeno has returned to the prow.)

Celaeno:                Hey, scallywags, it’s time to be awesome

All instruments out except for pounding, gradually building drums

Vocals are shouted on the fourth beat of each bar

(Spike bangs out a percussion rhythm on two crates, each fourth beat accompanied by a different bit of action. In order: Applejack and Squabble hang from the rigging, Rainbow and Celaeno spar with cutlasses, Squabble hammers a second pair of crates with his head to add to the groove and soon knocks himself silly, Fluttershy and Rainbow dance as Boyle and Mullet raise a saluting fist to each other.)

All:                        [Hey! Hey!]

                        [Hey! Hey!]

Song ends; music transitions into background score

Celaeno: (spinning ship’s wheel) Come on! Let’s show these little ponies how it’s done!

(Her four subordinates haul on the lines, causing the streamlined gold eagle detailing on the airship’s gas envelope to slowly expand. The wings rotate forward by 90 degrees; from beneath them, a spread of brilliantly hued feathers springs into a majestic display as a sunbeam breaks through the clouds to illuminate them. The five travelers still on deck—Applejack, Fluttershy, Pinkie, Rarity, Spike—ooh and ah over the revelation while the crew regards it proudly; cut to a long overhead shot of the craft, the camera swiveling down to frame it from behind.)

Rainbow: (from deck) Awesome! (Cut to her and Celaeno.) I knew you had it in you! And now for the finishing touch!

(She hurtles forward and into a sharp climb, the kerchief she has tied on her head falling loose. Within seconds she has gained several hundred feet of altitude; on the start of the next line, cut to the others, save Celaeno, gathered on the deck to watch. Pinkie has taken a particularly high perch, and Twilight has joined them, still wearing the hat Rainbow dealt out to her.)

Pinkie: (chanting) Rainboom! Rainboom! Rainboom! Rainboom! (Cut to a suddenly panicked Twilight on the third repetition.)

Twilight: (pulling hat off) Oh, no, no, no, no! No!

(Not one word of her worry reaches the ace flyer, who angles herself down toward the vessel and lets her momentum build. A wave front starts to form ahead of her, throwing off brightly colored sparks as it elongates inch by inch, and it becomes the scintillating detonation of a Sonic Rainboom to tint the heavens. She barrels along, leaving the familiar rainbow contrail behind herself as her extended front hooves briefly glow red-hot.)

Rainbow: Aw, yeah!

(Laughing wildly, she arcs below the ship and up the other side.)

Celaeno: (awestruck) Wow!

Twilight: (dumbfounded, hoof to face) Ohhhh…

(Rainbow keeps doing vertical circuits around the craft, tracing out a wide corkscrew with her contrail. Cut to Grubber at the wheel of Tempest’s ship, working it with one hand and licking his chops in the direction of the slice of cake he holds in the other. Before he can sink his teeth into it, there is the sound of a distant explosion and a faint wash of color—the Rainboom has just gone off.)

Grubber: Huh? (He drops the cake.) Huh?

(Cut to his superior officer, who steps to the rail and is treated to a good clear view of the light show—distant, but no clouds to obscure it.)

Grubber: (from o.s.) Look at that rainbow! (Head-on view of both.) Look at that rainbow! Whoa, that’s so cool!

Tempest: (smiling faintly) Yeah—of them to alert us. (pivoting to Capper, also on deck) Funny, though. They don’t seem to be heading to Blackskull Island.

Capper: (trying to smile, but losing steam) Like “ha-ha” funny, or “huh-huh…”

(Grubber is head-butted from his post with a yell of surprise, causing the wheel to spin madly. The shove of a hoof against a floor-mounted throttle handle brings the ship around in a lumbering, exhaust-spewing U-turn and accelerates it through the foreboding sky. Cut to a close-up of two cutlass blades as they clash together, then to an overhead shot of the deck of Celaeno’s ship. She and Rainbow are sparring again, with Applejack/Fluttershy/Rarity/Spike watching from the sidelines and Boyle acting as informal referee. Ponies and dragon have shed their pirate accessories, and Applejack has her usual hat back on.)

Celaeno: Yeah! (Laugh.)

Rainbow: Nice!

(The captain’s chuckle turns into a surprised gasp at the ringing of the ship’s bell and Squabble’s squawk from somewhere overhead. She whirls to face the rigging on the opposite side, showing the hunched parrot hanging on a few feet up and pointing frantically. Pan quickly to Applejack/Rarity/Spike as they glance toward the stern, then zoom in quickly on Tempest’s ship slowly trundling through the clouds.)

Celaeno: (from o.s., groaning softly) Storm Guards! Looks like they found you. (Cut to Twilight and Pinkie, the latter also her non-pirate self.)

Twilight: Tempest! (To Celaeno.)

Celaeno: Secure the rigging! Lock down the cargo! Everyone, prepare to be boarded!

(On her last four words, pan to Boyle holding a hatch open so the group can descend below decks.)

Fluttershy: Oh, goodness!

(Cut to them in the hold as she finishes; there is the sound of the hatch being closed.)

Rainbow: (smiling sheepishly) You think she saw my Sonic Rainboom?

Twilight: Are you KIDDING ME?!?

(The prow of Tempest’s ship snaps out to form an enormous ballista, which launches a massive spear attached to a chain. It homes in on Celaeno’s vessel, punching cleanly through the hull and nearly shaking Celaeno and Boyle off their talons. In the hold, the yelling fugitives end up in a tumbled heap among the stacked crates; directly across from them, four metal beams pop out from the spearhead to form a giant X. The missile is reeled in just enough to embed the free ends in the wood; with the chain taut, the capturing ship begins to winch itself toward its prize. The distance is closed all too soon amid a cloud of disagreeable exhaust fumes, and Tempest, Grubber, and two Storm Guards easily leap across the gap to land on the deck. Grubber has procured a new piece of cake, from which he takes a hearty bite as Tempest levels a slit-eyed glare at the buccaneers. Celaeno voices a soft, horrified gasp as the mangled unicorn’s armored shoes clank past her.)

Tempest: Where is the pony Princess?

Celaeno: (feigning confusion) Princess?

(She picks up a clipboard from a nearby crate and runs an eye over it.)

Celaeno: Princess, Princess…nope. All we’re hauling is Storm King merchandise.

(Squabble squawks happily and holds up a bobblehead in the big guy’s likeness, bumping his own cranium against it so that both end up in motion. Long pause. As Tempest continues, the camera cuts to her perspective and pans slowly along the line toward Celaeno.)

Tempest: You do realize that if you were to shelter fugitives, the Storm King would be quite… (Stop on the head pirate.) …explosive.

(Celaeno swallows, slowly, loudly, and scared out of her feathers; cut to an equally freaked-out Twilight in the hold.)

Twilight: (whispering) We have to get off this ship before they tell Tempest we’re here!

Rainbow: (ditto) We helped them get their mojo back! They’re not gonna give us up!

(Twilight just gives her a very funny look. Elsewhere in the hold, Spike tries to calm a hyperventilating Rarity; Fluttershy shivers and tries to make herself as small as she can behind a crate; Applejack slumps against a wall, sighing and pulling her hat down over her eyes; and Pinkie rummages in an open container, but slips and topples in.)

Pinkie: Whoa!

(The resident Princess limits her reaction to a supremely disgusted eye roll, soft sigh, and barely perceptible head shake. Turning away from the pink klutz, she spots a tarp marked with a monochrome image of the Storm King’s face, hung up near a cargo hatch in the floor. A coil of rope and a crate full of junk lie close by as well. The discoveries bring a confident smile to the violet face.)

Twilight: (whispering) I’ve got this.

(Up on deck, Tempest and the Storm Guards begin a slow, inexorable advance.)

Tempest: (softly, deadly calm) Now, I’m gonna count to three. And if you don’t tell me where they are, your ship is going down. (Cut to Boyle and Lix; she continues o.s.) One…

(They avert their eyes, glancing first to each other and then off to one side. In the hold, Twilight’s telekinesis lifts the coil of rope and whisks the tarp away; Rainbow ends up holding the latter.)

Twilight: (whispering) Hold this!

Rainbow: (ditto) What are you doing?!

(Twilight exerts her hold over the handle connected to the gears for the floor hatch’s opening mechanism.)

Tempest: …two…

(Celaeno steels herself and, ever so slowly, begins to ease her cutlass out of her belt. She has discarded the clipboard.)

Grubber: Oh, this is intense! (A long, nearly unbearable pause.)

Tempest: …three!

(A muffled chorus of drawn-out, terrified screams comes up through the planks, bringing her attention instantly to the handle of the now-closed deck hatch.)

Tempest: (softly) What?

(The two Storm Guards pivot toward it and Celaeno quietly draws and releases a breath, figuring that the jig is up. Cut to the hold, whose floor hatch is now hanging open and which is empty of any unauthorized ride-alongs. The next view is a very long shot of the ship and a scatter of plummeting, pastel-colored specks that can only be the seven voyagers amid a spread of jettisoned items.)

Rarity: OH, FOR CELESTIA’S SAKE!!

(Pinkie shifts from high-decibel screams to gales of euphoric laughter as she does her skydiver impression.)

Pinkie: Whee!

(Fluttershy, a few yards to one side of her, is enjoying the drop not nearly as much. Cut briefly to her perspective of the slowly approaching ground.)

Fluttershy: Ohhh… (Back to her.) …I can’t look!

(She wraps her wings over her eyes and huddles into herself as best she can. For her part, Rarity screams at the top of her lungs until she finds herself passing a full-length mirror.)

Rarity: (calmly) Ooh!

(She examines her image closely in the glass until it has passed out of reach, then goes right back to screaming. Twilight keeps her cool, warming up her horn and throwing herself into a steep dive to grab one friend after another in her aura. Rarity, the first, goes silent once she realizes what has happened. Fluttershy, next, yelps as she is dragged sideways; Applejack and Pinkie get picked up after this.)

Pinkie: Whee! (Rainbow tries to fly, but Twilight yanks her back.)

Rainbow: Huh?!

(She crosses her forelegs and tacks on a grumpy look at not being allowed to move under her own power. All five plus Spike find themselves being placed in the crate Twilight spotted, its contents having fallen out. The airborne mage redirects her field onto the rope she swiped, now uncoiled, and flies one end over to them.)

Applejack: What in the hay is she up to?

(The answer: snagging the tarp and looping the rope around both its edges and the crate as she flies tight circles around her friends. After securing it with one final knot, she leaps into the crate, clamps both forelegs around Spike’s midsection, and hauls him bodily away. He has time for one half-choked yell before she points his face upward and squeezes his gut with all the force she can muster. From his mouth issues a blast of green fire that causes the tarp to fill with heated gas as the canopy of the improvised hot-air balloon that Twilight has cobbled together. Screams ring through the air as it plunges toward a forest, pulling up in the nick of time to graze the treetops.)

Pinkie: Whee!

(Her laugh is followed by a round of weary, relieved sighs, the balloon settling down to a slow drift.)

Rarity: Oh, thank goodness!

Applejack: Phee-yew! Quick thinkin’, Twilight.

Twilight: Yahoo! (Laugh.)

Pinkie: That was fun! Can we do it again? (Big eager grin; Rainbow gets behind the crate/basket.)

Rainbow: Next stop, Mount Aeris! (She starts pushing in that landmark’s direction.)

Twilight: We’re home free! (Cheers from the others onboard.)

Act Three

(Cut to the deck of Celaeno’s ship. Five of Tempest’s subordinates are now on the job, three foot soldiers busily going through every nook and cranny large enough to hold a pony, two Storm Guards standing guard with spears/shields at the ready. One searcher throws a barrel aside with a frustrated grunt and moves off; zoom in slowly on Tempest as she paces toward the captives. Grubber comes up from the hold, carrying Twilight’s map and a cupcake.)

Grubber: There’s no ponies. (holding up cupcake) But I found this. It’s a…kind of a cupcake…some sprinkles… (holding up map) …oh, yeah, and I found this too.

(It has had a red dotted line drawn on, leading directly to Mount Aeris, and Pinkie has added a couple of hearts and a happy doodle of herself by the peak. Tempest takes it from him and smiles faintly as she looks it over.)

Tempest: (softly) Huh.

Grubber: Wow, this is a real artist. (He bites into his snack.)

Tempest: Looks like they’re heading to Mount Aeris.

Capper: (feigning surprise, chuckling nervously) Really? Mount…Mount Aeris? I didn’t… (Cut to her unamused visage; he continues o.s.) …well, that’s my mis—I didn’t know that they… (Back to him.) …Mount Aeris, that’s my bad, I didn’t…that’s my b—I’m sorry, I’m very, very sorry for this.

Tempest: (advancing slowly, horn stub sparking) Now…

(Her perspective of the feline and turncoats, all good and scared.)

Tempest: …about your betrayal.

(Cut back to her as she lets go with a blast that snaps and arcs wildly into a stack of crates, blowing them to matchwood. Further shots tear into the sails, the deck, the envelope, creating multicolored showers of sparks that ring the ship in a lurid pyrotechnic display in a very long shot from below. A barrel and the ship’s wheel plunge into view and splash into the water in which this image is reflected, and the gold eagle fuselage follows them down and lands hard enough to send a wave washing over the camera. This drains away to reveal a treacherously rocky shore marked by a flight of steps that lead up to the foot of Mount Aeris; the wreckage of the balloon lies piled up near this.)

(A shaft of sunlight falls on the lower portion of the near-vertical rock face, which is marked by a “switchback” trail—zigzagging back and forth across the face to allow a less strenuous, but longer climb. The face is framed along its entire height by a pair of stone carvings styled as folded wings.  Cut to a long overhead shot of Twilight and company, on their way up and spread over three different levels of the trail.)

Rarity: (petulantly) We had to crash the balloon at the bottom of the mountain!  (Close-up.) That’s it! I simply cannot even! I have nothing. (overwrought) The bad guys have won! (She collapses.) I’m so sorry!

(She peters out into a piteous little whine; Rainbow, farther up, rises into a hover.)

Rainbow: We’re almost there!

Rarity: (growling) Will you stop saying that!

Rainbow: No, really!

(She loops down and back onto the trail. Cut to a long shot behind Twilight and Spike, who have been walking point, as she flies to catch up to them. They have reached the top, finding themselves at an open gateway that runs between two huge, off-white stone hippogriff statues—avian/pony crossbreed figures seated facing each other, with beaked faces bowed and wingtips brushing the ground. Pony ears stand up from the heads, and a mane runs down the back of each neck. Vines and moss growths snake here and there over the surfaces; beyond the gateway, a few withered trees can be dimly glimpsed within a blanket of mist. Tilt up slowly.)

Rainbow: We’re actually here!

(As the others gain the landing, Twilight voices a soft, anticipatory gasp.)

Twilight: This is it!

Pinkie: Ooooh!

Applejack: Well, I’ll be! (Chuckle; long overhead shot of the group, zooming out slowly.) Hippogriffs, here we come!

Rarity: (sighing happily) Time to rest my hooves.

(In a head-on shot, the group’s eager smiles and grins begin to wilt as they look around themselves. A cut to their perspective tells the reason: before them stretches a fog-choked avenue lined with trees and houses—built into the trunks and among the boughs—that have all been ravaged by neglect. Aside from the few straggling clumps of greenery on the trees, there is not a sign of life to be found. Even the imposing castle looming up through the miasma at the far end of the path is dead and empty. Cut to Rarity. The next eight lines echo in the silent streets.)

Rarity: Are we sure this is the right place?

Applejack: (calling out) Hello? Is anypony home?

(Pinkie pops up to check out a cobweb-covered teapot on a table.)

Pinkie: No hippogriffies here! (She drops out of sight and emerges from behind a tree.) Or here! (popping in/out among several odd spots) Or here, or here, or here, or here!

(She makes a perfect four-point landing in front of Twilight and fixes those big blue eyes on a loose stone in the path.)

Pinkie: Waaaaaait… (Flip it up.) …nope. This place is eeemp-ty!

Twilight: But…Celestia! The map!

(She starts forward; long overhead shot of the abandoned territory, zooming out slowly. None of the seven are in view.)

Twilight: (from o.s.) They have to be here! (Cut to Spike, approaching a moss-covered statue.)

Spike: (with great trepidation) Something bad happened here—something that turned this whole place into a ghost town.

Fluttershy: A….g-g-g-g-ghost town?

(A faint, plaintive musical vocalization is all the impetus she needs to gasp and wrap her mane around to cover half her face. Twilight gasps as well, more puzzled than unnerved, and the camera cuts to a passage whose entrance has been almost completely sealed off by a rockslide.)

Twilight: (from o.s.) It’s coming from over there!

(A long overhead shot and slow pan establish that this ingress is at the base of the castle. Cut to within the passage; Twilight summons a light on the tip of her horn and crawls in under a rock, Applejack being the first to follow. Soon the group has enough clearance to stand upright in what is actually a cavern, and the ethereal sound becomes louder and closer as they venture in. In short order, they arrive at a broad pool fed by streams of water that pour from the heads of hippogriff statues at the edge. Ornately carved steps on the far side lead up to a small alcove set off by a tapering pillar and a back wall that displays lines of hieroglyphics. A large pink flower floats at the center of the pool, its heart glowing with yellow light, and cool natural illumination bathes the entire area. Unlike everything the group saw outside, this area has remained largely untouched by the passage of time.)

(Twilight douses her horn at this point. As they begin to descend a set of steps on their side, a fragment crumbles away under Pinkie’s hoof and clatters down. The vocalization stops with a sharp gasp that seems to come from the flower itself, followed by a young, scared female voice.)

Young voice: What was that?

(The light dives out from among the petals and into the pool.)

Pinkie: (hopping down to edge) Hey, wait up! (leaping high and far) Cannonball!

(She hits the water with all the aerodynamic grace of that very object; the others hurry down after her.)

Twilight: PINKIE!!

(They wade in, the water barely deep enough to reach their cutie marks, only to be cut off by the pink mare when she breaks the surface and spits out a mouthful.)

Pinkie: (shrugging) She’s gone! (A sound as of a giant toilet being flushed.)

Twilight: (wearily) Now what? (The water begins to swirl.)

Pinkie: Huh?

(The current begins to carry her away. The center of the forming whirlpool is directly beneath the flower, which rises slightly before retracting out of sight. Sounds of discontent from the swimmers as they are dragged in.)

Applejack: Whoa!

Rainbow: Oh, boy.

Rarity: I hate epic adventures!

(The yelps and moans turn to screams as they corkscrew down the vortex, the camera shifting to ride with them. Fade to black, then snap immediately to another cavern that is lit only by the violet light coming in from an opening high in one wall. A surge of air bubbles gushes in at this point—this entire space is flooded floor to ceiling—and the ponies and dragon end up floating helplessly as the gap seals itself to leave them in near-total darkness. Twilight is first to regain her senses, cheeks inflated to bursting with the breath she is struggling to hold in, and a cut to her perspective informs her that the others are faring no better. The view blacks out in the manner of a slowly closing eye, then cuts back to her as she slowly passes out, a few bubbles slipping from her nostrils and lips. Fade to black.)

(After perhaps four seconds that feel like four hours or four days, the view fades in to an extreme close-up of Twilight’s face—blurry at first, but gradually coming into focus. She draws a breath, eyes popping wide as she realizes that the action has filled her lungs with air instead of water, and looks around herself as the sounds of her friends’ respiration drift to her. A slow zoom out provides the explanation: each head is encased in an air bubble, and Applejack’s hat is riding atop hers. The camera motion brings Pinkie into view during the next line. All lines spoken while in this condition reverberate faintly.)

Pinkie: (between breaths) Way to leave it…’til the last minute, Twilight!

Twilight: I didn’t make these bubbles!

Fluttershy: Then…who did?

(The darting passage of a silhouette in the foreground causes them all to gasp and cluster together.)

Twilight: Hello? (Pause.) We’re looking for the hippogriffs.

(The yellow light that bailed out of the flower in the pool emerges into view, speaking with the same young voice and also reverberating.)

Young voice: How do I know I can trust you?

Twilight: Please. The Storm King invaded our land, and we need their help.

Young voice: (shocked) The Storm King?!

(In a blink, the light forms into a creature with a pony’s head and finned forelegs, tapering into a broad fishtail. A wide fin on the head curls down to one side in the manner of a pony’s mane, in a pale blue that matches the ones on ears, forelegs, and tail. A small dorsal fin in the same color projects upward near the base of the tail. The skin is pale yellow, and a pair of translucent red wings project backward from the shoulders. A red fringe runs around the neck, nestling a large pearl at the throat. The eyes are pale blue, with a scattering of freckles running between them down the bridge of the nose; a small, bright pink anemone serves as a mane-fin decoration similar to a barrette, and a pale blue antenna dangles forward over the forehead, its end glowing brightly. This is Princess Skystar, a sea pony. Her demeanor instantly shifts from suspicion to bright, ditzy cheer, and her voice loses its reverberation.)

Skystar: I’m so glad I saved you guys! (She swims closer with a happy gasp.) I’m totally taking you to my mom.

(She hooks her foreleg through one of Twilight’s and starts to pull her along; the land-bound Princess gasps softly as the others fall in.)

Twilight: Does your mother know where they are?

Skystar: (laughing, singsong) She might have an idea.

(Twilight laughs over her shoulder at Spike on her back and Rarity hanging on to one of her hind legs. Applejack and Fluttershy are swimming close behind, but Pinkie is nowhere to be seen; as Rainbow flaps to catch up, a school of luminous fish passes in the fore, filling the screen with bubbles. When the view clears, the camera zooms in through the group toward Skystar, who has stopped a few yards short of a gap in a natural stone wall.)

Skystar: We’re almost there!

(She swims on, the camera zooming ahead of her and passing into a colossal, domed circular chamber lined with colonies of stationary aquatic life. The dominant feature is a gently glowing violet chandelier that resembles an upside-down jellyfish, suspended from the center of the ceiling and ringed by hundreds of tiny spots of light on the upper portion of the walls. Zoom in slowly, the camera tilting ever so slightly, then cut to the newcomers; Spike slowly rotates until he is upside down.)

Mares, Spike: Wow/Whoa…

(Skystar leads them through the open water toward the massive fixture as other sea ponies look on from the periphery with clear unease; one mother gathers her child in with a small gasp. The group reaches the lowest portion of the structure and swims up through a hidden passage; cut to its upper end inside as Skystar emerges and makes room for the others. The camera zooms out slowly, framing a throne room decorated with seaweed fronds, coral formations, and clusters of glowing tubules at floor level. Two spear-carrying guards in armor, one male and one female, guard the bases of the two natural stone staircases that lead up to a dais on which a purple throne in the shape of an open flower is standing. A figure is draped lazily across this seat of power, which rests beneath a stationary jellyfish attached to the ceiling.)

Skystar: Mother!

(She swims up to the throne and its female occupant, Queen Novo. Pale pink body; darker pink neck fringe, translucent wings, and foreleg/dorsal fins; purple mane/tail fins, the former with darker patches; small gold headdress; three lighted, pale pink antennae extending up from the forehead; lavender shadow on the closed eyes.)

Skystar: (singsong) Look what I found!

(Novo speaks in a throaty, bored voice.)

Novo: Is it another shell?

Skystar: (shaking head) Mmm-mmm.

Novo: Because I am telling you, if it is another shell, I am—

(She opens her eyes for the first time during the previous, revealing deep magenta irises, and cuts herself off with a sharp gasp upon getting a look at the gang.)

Novo: Princess Skystar, what have you done? You know surface-dwellers are forbidden here! GUARDS!

(In no time flat, two have zoomed into view from behind her, and they and the ones already on duty get the seven at spear-point.)

Skystar: (hastily) N-N-N-No, Mom, Mom, Mom, please! It is so not like that! (Cut to her and Novo.) The Storm King is trying to destroy their home too! (Back to the group on the next line.)

Twilight: I need to find the hippogriffs. (Pinkie pokes at a spearhead.) Do you know what happened to them?

(Novo and Skystar have now moved a short distance toward them.)

Novo: Well, of course I know. I’m the queen. I know everything.

Skystar: (swimming excitedly past her) Oh, oh, it’s such a good story!

Novo: Don’t you dare tell them!

(A pale yellow hoof waves across an empty “window” frame, its fin glowing briefly to conjure up luminescent tracings of Mount Aeris and several hippogriffs circling it in flight.)

Skystar: Once upon a time, like, a while ago, the hippogriffs did live on Mount Aeris.

Mares, Spike: Ooooh!

Novo: (hoof to face) Did I not say “don’t tell them”? But hey! I’m just the queen. Don’t mind me.

Skystar: (rolling eyes, swimming to them) Fine. I can’t tell you. (smiling) But if I could tell you— (swimming to another frame; the Storm King appears) —I’d say that that horned beast did show up to steal their magic!

(Cut to Novo, seated on her throne again and with her chin propped on a hoof.)

Novo: Seriously? (Back to Skystar on the start of the next line.)

Skystar: But to keep it out of his clutches, their brave and majestic leader, Queen Novo, hid them deep underwater where he could never go! We are—well, we were the hippogriffs! Ta-da!

(Accompanied by her swim to the next two frames, which light up with a hippogriff rearing up over ocean waves and the chamber through which she led them to reach the throne room. She finishes with a giggly backflip and a drop to face them at close range.)

Skystar: (whispering) But I totally did not tell you that.

Novo: (resignedly) Well, I guess the pearl is out the oyster now. I am Queen Novo.

Applejack: (swimming a bit closer) Hold on now. Let me get this straight. When the Storm King came— (A guard bars her path.) —you just abandoned your entire city and fled?

Skystar: (gliding down to her) We didn’t flee, we swam! (Pause.) You know, in order to flee.

Twilight: But…how?

Skystar: (to Novo) Oh! Can we show them? (Whoop; singsong tone.) These are the first guests we’ve had in, like, forever. (poking her chest) Can we? Can we? Can we? Can we? Can we? Can we? Can we? Can we? Can we?

Novo: (over end of previous; both swim up to ceiling jellyfish) Well, I suppose I should make sure it still works.

(A quick pass around the lower rim causes it to extend an internal appendage, which disgorges a pearl several times larger than the one Skystar wears. Its surface glows a vivid pink, shot through with motes of white and a cluster of darker pulsing strands, and the Queen chuckles indulgently while her daughter claps and does a poor job of stifling her giddy giggles. Close-up of it, settling into Novo’s grip.)

Novo: (from o.s.) Careful now.

(Skystar watches, hooves to cheeks and a tiny squeal on her lips. Novo’s gentle stroke at the surface triggers a wave of pinkish energy tendrils that reach toward the surface-dwellers, who mumble their surprise and recoil instinctively. As the magic touches one mare at a time in close-up—Twilight, then Fluttershy, then Applejack—the air bubble around her head bursts and she undergoes a dramatic physiological change. Coat becomes scaly skin, mane becomes a fin retaining its style and coloration, hind legs disappear, the rear half of the body extends into a fishtail styled/colored after her own, and a dorsal fin bearing her cutie mark pops up near the base of the tail. Applejack’s hat settles back onto her head, but will float off from time to time, requiring her to jam it back in place. With the bubbles gone, their voices come through normally now.)

Twilight: Oh! (Laugh.)

Fluttershy: Ooh…oh! (Giggle.)

Applejack: W-W-W-Whoooaaa!

(Laugh; now all six are sea ponies, murmuring excitedly among themselves. The three with wings find that these appendages have become translucent, and each dorsal fin is the same color as the mane with the exception of Rainbow’s, which is bright blue. The three gems of Rarity’s cutie mark glow bright blue-white, and two more have appeared at the base of her tail fin.)

Fluttershy: Wow! (A laughing Rainbow tries a couple of nimble moves.)

Rarity: These fins are divine!

Rainbow: Hey, Applejack, I’ll race you to that coral.

Applejack: You’re on!

(They zoom away, leaving room for Pinkie to do a somersault near a drifting Fluttershy.)

Pinkie: Woo-hoo! (Giggle.) Ooh, try it, Fluttershy! (She swims away.)

Fluttershy: (smiling, giggling just a bit) Yay.

(Now, and only now, do they get a good look at their dragon buddy—who has been transformed into a blowfish.)

Spike: (with growing panic) Guys?…Guys!…What is—

(Nature being what it is, his new body chooses this moment to inflate to nearly twice its diameter, spines popping out all over his skin. Pinkie gasps in delight.)

Spike: (muffled) —happening?!

Fluttershy: Aww, so cute!

Twilight: This is amazing! (swimming to Novo, now back on her throne) With this, we could transform everypony at home into something powerful enough to face the Storm King’s army! (Novo, needled, floats off to face her down.)

Novo: Or it could end up in his greedy claws!

Twilight: But—

Novo: (gently) Honey, I’m sorry about your home. I truly am. (grimly) But my responsibility is to protect my subjects. The pearl…

(Holding it aloft, she allows the jellyfish to absorb it back into itself. The camera tilts up to follow the motion, then cuts back to her as she continues.)

Novo: …is not going anywhere. (Sit on throne; Twilight circles to face her.)

Twilight: (crushed) But…we’ve come all this way. And you can’t just hide down here, trapped forever. There’s so much you’re missing!

Novo: We are one hundred percent okay with that.

(A small octopus scurries over and chitters to Novo.)

Novo: Yes, Jamal? (More chittering.) Ooh! Time for my seaweed wrap. (Again; she swims off, voice fading out as Jamal follows.) Yes, a massage too. Mama needs her deep tissue.

(The transformed mares regroup following her departure; Spike has now deflated and retracted his spines.)

Applejack: (to Twilight, acidly) So that’s it? We left home for nothin’?

Skystar: (from o.s.) Oh, my gosh. (Cut to her.) Best idea! You can stay with us. (waving forelegs wildly) Forever!

(Her perspective of the seven, none particularly won over by this suggestion, based on their expressions and lackluster muttering.)

Skystar: (laughing) There are so many things we can do! (Back to her.) We can make friendship bracelets out of shells, and picture frames out of shells, and decorative wastebaskets out of shells…

(She holds up an example of each project in turn and lets the last one float away before continuing.)

Skystar: …oh, I have so many projects that involve shells. (Giggle.) Now I have someone new to share them with. (holding up two oyster shells with googly eyes) I mean, aside from my friends Shelly and Sheldon.

(The first is pink, the second blue. Her perspective of the group, still unenthused except for Pinkie.)

Skystar: (clacking each in turn) Right? Shelly and Sheldon? (giggling; Pinkie gasps happily) Get it?

(Her mirth trails off into little snorts; cut to her approaching Pinkie and Rarity.)

Rarity: Ooh, oh. (gently pushing them back; Pinkie giggles) That sounds lovely, darling, but you must realize—we can’t stay.

Applejack: We’ve gotta get back to our families.

Skystar: (disappointed, but smiling) Oh, no, of course, of course. (chuckling a bit) Of course you have your own friends back home. It’s fine, it’s fine. (whispering) Shelly and Sheldon get jealous anyways. (normal volume) It’s probably for the best.

(She lets her false cheer evaporate with a heavy sigh.)

Skystar: (swimming away) Yeah, I’ll just, um…I’ll get Mom to, uh, turn you back so you can go home.

(Pinkie regards her exit with obvious concern.)

Pinkie: I know we have to go, but you guys saw how disappointed Princess Skystar was. (holding hooves very close together) Couldn’t we stay for just a little longer?

Applejack: Pinkie, we just don’t have time—

Twilight: (smiling suddenly) Oh, no. No, no. Pinkie’s right. (Pan away from these three to frame the others.)

Rainbow: Say what, now?

Twilight: Well, we still need to come up with a plan to get back. (escorting Pinkie away) A few minutes won’t make a huge difference. And if there’s anypony who can cram a lifetime of fun into a blink of an eye… (Close-up of the beaming pink face; she continues o.s.) …it’s Pinkie Pie.

(The face shifts to a big squeaky grin; back to Twilight.)

Twilight: So go ahead and show Skystar the best time ever!

Pinkie: (saluting) I won’t let you down! (Twilight backflips behind the other five and ushers them toward Pinkie.)

Twilight: I’m counting on it.

(Laughing softly, the rest of her friends continue o.s. After they are well out of earshot, she turns her attention toward the ceiling, the camera zooming out slowly to frame the dangling fronds of the jellyfish that houses the magic pearl. Cut to a down-in-the-dumps Skystar, paddling lackadaisically along and no longer carrying Shelly and Sheldon; she stops to choke back a sob.)

Skystar: It’s probably for the best.

Light woodwind/drum melody, bright swinging 4 (D major)

Twilight is not seen or heard throughout

(Another sob is stopped barely in time, after which she gets a real surprise in the form of Shelly and Sheldon being held up and clacked by a pair of bright pink hooves to simulate speech. The first half of the following line is sung with an exaggerated feminine tone, the second half with a masculine one, and the combination brings a little smile to the pale yellow face.)

Pinkie:                 Hey now, don’t be sad, I know we cannot stay

(Pan to her, the other mares save Twilight gathering around.)

                        But we’ve got a couple minutes and a little time to play

Quiet, sad woodwind/string/acoustic guitar line with glockenspiel accents

Skystar: (sadly)        I know you have important things, so it’s okay, just go

Bright feel

(Pinkie hangs upside down into view to look her in the eye, having set the shells aside, and Skystar’s spirits rise as she is led away by all five and Spike.)

Pinkie:                But we can still pick one small little thing to do with you, you know

Xylophone, electric bass, saxophones, handclaps, light percussion in; guitar, woodwinds out

(Extreme close-up of a shell’s reflective surface. The images of all but Spike appear in it one by one, comically distorted as they make goofy faces.)

Pinkie:        One small thing doesn’t seem like a lot

(Zoom out slightly; it is small enough to fit on Pinkie’s hoof, and she presents it to Skystar.)

                One small thing, work with the time you’ve got

(She threads it onto a string with several others and passes it to the royal heir—one in each of the six mares’ coat colors.)

                Soon one small thing becomes two, after two, perhaps another few

(Rarity’s magic ties it in place as a necklace, and Pinkie floats with Skystar as the other four and Spike swim/dive around them.)

                Then one small thing is not so small, one small thing can be the biggest

                     thing of all

(Fluttershy passes near the camera in the fore, the view wiping behind her tail to show Skystar leading the gang.)

Handclaps out; trumpets in, gradually building to full brass and drums

Skystar: (laughing)                All right, now since you’re here, let’s see what we can do

(They follow her as she weaves through a maze of hanging lights.)

                                Swim with the flow until you go, together, me and you

(Pinkie, riding alongside Skystar on a pair of fish, scatters a double hoof-load of necklaces.)

Pinkie:                         I’ve got necklaces for every fish, so what else do you got?

(Skystar grabs and hugs one fish from a passing school.)

Skystar:                        Well, we could play the bubble fish, you’ll like this one a lot

(Spike’s sudden inflation and spine deployment does not stop Pinkie from taking hold and squeezing the air out of him. Skystar and the other mares do the same with several of the bubble fish they have caught.)

Pinkie, Skystar:                One small thing, it’s a good place to start

Other four:                        Just one small thing

(A re-inflated Spike floats up past the camera; behind him, wipe to the pair strutting within a large bubble that briefly splits before rejoining.)

Pinkie, Skystar:                One small thing, and we don’t seem so far apart

Other four:                        Don’t seem apart

(Fluttershy takes a glum sea pony’s hoof, bringing a smile to her face, while Applejack beckons several others to come join in the merrymaking.)

Mares, Spike:                        Soon one small thing leads to more, it’s so much more than there

                                     was before

(Forming an equine chain, they spiral up around a column of bubbles that supports the one containing Pinkie and Skystar.)

                                Just one small thing and you will see the start of something big

                                     for you and me

Drums/tambourine only, with horn/bass riffs and handclaps (G flat major)

(The whole assembly bursts in a blinding flash, which clears to leave the six singers floating amid a knot of very happy locals. Novo emerges from an enclosure, trailed by Jamal the octopus and removing an errant bit of seaweed from her face—left behind from her spa treatment, no doubt—and is treated to the sight of a tiny jellyfish dancing above Pinkie’s raised hoof.)

Pinkie:                One small thing

Crowd:                Just one small thing

(Skystar poses atop a jellyfish whose height is several times her own.)

Skystar:                Or a tall thing

Crowd:                Just one tall thing

(Fluttershy plays pattycake with an infant.)

Fluttershy:                Or a sing thing

Crowd:                Just one sing-y thing

(Rarity flourishes two shells in a fan dance, backed by a chorus line.)

Rarity:                Or a bling thing

Crowd:                 Just one bling-y thing

Full horn melody; organ in

(Applejack and a mare swim across to catch her up in a conga line, with the baby and a deflated Spike bringing up the rear.)

Applejack:                A conga thing

Crowd:                 Yeah, a conga thing

(Rainbow heads up a considerably bigger one.)

Rainbow:                Or a long-a thing

Crowd:                Just one long-a thing

(Pan quickly to an upside-down Pinkie.)

Pinkie:                 A blue thing, true thing, you thing

Crowd:                Ooh-ooh

(To a right-side-up Skystar.)

Skystar:                A we thing, see thing, me thing

Crowd:                 Ooh-ooh-ooh

(Overhead shot of them, forelegs joined and turning in a small circle, and zoom out. Rings of turtles, paired sea ponies, and jellyfish are rotating around their common center.)

Pinkie, Skystar:        So many things and everything until our time is done

(Cut here and there among the celebrators, both familiar and new, ending with the pair and a zoom out to frame them with the other four mares at the center of a new formation.)

                        There’s one small thing for each and everyone

Hold last note, then change to a melody of quiet piano/flute/string chords with glockenspiel accents (D major)

(The onlookers part for Novo and bow as she moves up for a better look.)

Skystar:                One small thing, so much we can create

(She joins hooves with Pinkie and the two rise above the gathering.)

                        You and me, we started something great

                        It’s so amazing, look around at all the happy sights and sounds

                        One small thing is big, it’s true, you did this all for us

Percussion in; music builds

(With a warm, understanding smile, Novo swims out to join her daughter at the center of it all.)

                        I just wish there was one small thing, an extra-special kind of thing

Skystar, Crowd:        That we could do for you

Full brass/drum/bass melody

                        One small thing

(Sea ponies twirl and gambol in pairs as Novo and Skystar rest their foreheads together, then form into a double line and raise their forelegs out of the way of the rapidly advancing camera. Stop on the pair striking a final joyous pose.)

Song ends on a horn riff

(They have wound up well above the rest of the partying throngs, and the faint sound of wild cheering floats up to them.)

Novo: Whoo!

(She chuckles richly as Skystar voices a soft, tentative laugh, and Pinkie’s delighted squeal is the cue for Applejack/Fluttershy/Rainbow/Rarity to join her in a round of laughter.)

Pinkie: (among laughs) Yeah!

Novo: (as Skystar nods/hums encouragingly) Well, I guess there is one small thing we can do.

(Cut to the quintet, now rejoined by Spike, on the end of this.)

Pinkie: (giddily) Ahhh…

(The general jubilation is ruined by the blaring of a not-too-distant alarm, which spooks Spike into inflating and the mares into a unison gasp.)

Voice: (distant) It’s the pearl alarm! Oh, no, it’s the pearl alarm!

(Skystar utters a gasp of her own during this line, bringing a withering glare from her mother. Cut to the throne room, the alarm heard much more clearly now and accompanied by the glare of a red light flashing from o.s. Novo rises into view from the central floor entrance, followed by Skystar and the Ponyville contingent, and are greeted with the sound of Twilight’s labored grunt. The next shot frames the surface-dwelling Princess heavily entangled in the fronds of the jellyfish above Novo’s throne; the red flashes are issuing from its core. She is stretching a foreleg toward the magic pearl, which is held just out of reach.)

Twilight: (amid grunts) Ow! (She is stung.) Ow!

(Snarling in barely controlled rage, Novo zooms up to pluck the great jewel away; the alarm shuts off.)

Twilight: No! Please!

Novo: All of this so you could sneak in and take the pearl?

(One pale pink foreleg lashes down and drags Skystar away, the latter barely having time for one half-sob.)

Novo: This is why we don’t bring strangers into our home!

(Twilight finds herself the center of far too much unwanted attention, her eyes widening in mute fear.)

Novo: (softly, venomously) You don’t deserve to be one of us.

(She releases the pearl, the camera zooming in as dazzling swirls of arcane power issue from its surface to fill the screen. Dissolve slowly to a featureless blue blur, which resolves with agonizing deliberation into a stretch of ocean water lapping lazily against a misty beach during the day. Seven heads break the surface in quick succession, their owners gasping desperately for air and coughing to clear their lungs. From here, cut to an extreme close-up of one bit of sand as Twilight’s sodden legs plod onto it—she is now back to her usual form, and a longer shot establishes the same for all the others as they follow her out. Rarity flops onto her belly, Pinkie shakes herself dry, and the others slump on their hooves/feet, utterly spent. Spike runs a hand over his tail to press some water out of it.)

Applejack: What were you thinkin’?

(Twilight, now sitting on her haunches, starts to do the same with her mane as Rarity gets up.)

Applejack: I mean, stealin’ their pearl?

Twilight: (sighing) It was the only way to save Equestria!

Pinkie: Except it wasn’t! The queen was going to say yes! (moving closer) We did what you told us, and that’s what made her realize we were ponies worth saving! (Big gasp.) Unless… (accusingly) …you didn’t really want us to show her the best time ever! You just wanted us to distract her!

(Incredulous gasps from the other four mares.)

Twilight: (very irritated, standing up) I never would have done it, but this isn’t Equestria! (Cut to them; she continues o.s.) We can’t just dance around with con artists, make Rainbooms in the sky, and expect everything to work out! (Back to her.) It’s not enough! We are not enough!

Pinkie: No, Twilight. We stuck together. We were gonna get the help we needed! (crossing to Twilight, pointing fiercely) The only thing that stopped us was you.

Twilight: (pushing her foreleg down) Well, I’m doing the best I can! (pacing away) It’s all on me. I’m the one Tempest wants. I’m the last Princess.

Pinkie: You’re also the only one who doesn’t trust her friends! (Twilight wheels back to her, freshly needled.)

Twilight: Well, maybe I would have been better off without friends like you!

(A flare of magic kindles dangerously at the end of her horn on this last word, and the display of open rancor causes Pinkie to gasp in utter disbelief. The big blue eyes turn despondently toward the ground, and the purple ones widen as Twilight fully comprehends the devastating impact of her outburst. The other four mares cannot believe their own ears either, Fluttershy stifling a quiet sob, and Pinkie puts her tail to Twilight and trudges slowly away, her ebullient spirit absolutely crushed.)

Twilight: Pinkie…I… (Pinkie pauses.)

Pinkie: (sniffling, voice breaking) I just can’t talk to you right now.

(The pink hooves carry her on from the dumbstruck Princess, and the other four follow, refusing to make even the slightest sliver of eye contact except for a brief glance from Applejack that could bore a hole through battleship armor. Only Spike remains at Twilight’s side; he reaches out in a futile attempt to stop them, then watches Twilight drop her head and plod away in the opposite direction. Cut to a very long shot of the splintered septet, then to the waves lapping at a rocky stretch of shoreline. A tilt up frames Twilight at the edge of one crag, now crumpled onto her haunches and wishing she could teleport herself far, far away from the scene of all this misery. Spike inches toward her; both are now entirely dry.)

Spike: Twilight? (No response.) It’s okay. We’ll figure it out.

(She sobs quietly; close-up, framing the tears that begin to run freely down her cheeks.)

Twilight: No. I can’t. I ruined everything. There’s no chance to save Equestria now. It’s all my fault.

(No sound for a long moment, except for her weeping and the rumbling surf.)

Twilight: Spike?

(An over-shoulder glance dries up her eyes in one awful instant, and a muffled outburst from the baby dragon’s direction prompts a horrified gasp. Cut to Spike, now wrapped up in the beefy arm of one of the Storm King’s soldiers and forcing out a muffled exclamation of alarm. His boss immediately gets upright and braces for a brawl, but a bell-shaped cage drops into view to pen her in closely, its two halves and attached floor snapping shut around her as she charges her horn. The energy kicks back on her in a burst of sparks, causing her to cry out in agony, and she gasps as the cage is hauled up.)

Twilight: No, no, no, no, no! No!

(Cut briefly to her perspective on this, then to a long shot from beneath as Spike’s indistinct cries float up—she is being hoisted into Tempest’s airship—and her perspective again.)

Twilight: SPIIIIIKE!!

(As high up as she may now be, she can still make out the flare of Spike’s fire wreathing the soldier’s arm, forcing it to let go.)

Spike: TWILIIIIGHT!!

(Cut to a close-up of a length of vertical chain that runs up through a brightly lit square aperture. The sound of the lifting machinery dies away, and the camera tilts down slowly to the sound of Twilight’s strained grunts. It stops on an overhead shot of her in the cage, which is suspended over a circular gap at the center of a hexagonal arrangement of floor gratings; lurid red-orange light shines up from beneath the assembly. She hits the bars with a spell, only to get another faceful of blowback; next she throws herself against them, but only succeeds in making the cage swing slightly. A fresh blast gets her just as far as the last one; cut to her perspective, the bars glowing red for a moment and fading as Tempest descends a flight of stairs and walks smugly toward her. They are now inside her ship.)

(Back to Twilight, who gasps softly, then to her perspective again on the start of the next line.)

Tempest: (mock pity) Aww, the Princess of Friendship… (laughing mockingly) …with no friends… (Her perspective of Twilight.) …and no way out.

Twilight: Why are you doing this? You’re a pony, just like me.

(Both again. The armored unicorn lunges in, horn stump crackling with ribbons of power that course up and down the bars. Twilight gasps in fright and shrinks away.)

Tempest: I’m nothing like you. (Switch off.) I’m more than you’ll ever be.

Sinister string/brass melody with timpani accents, moderate 4 (G minor)

(She begins to pace around the cage.)

Tempest:                 It’s time you learned a lesson, it’s time that you understand

                        Don’t ever count on anybody else in this or any other land

                        I once hoped for friendship, to find a place among my kind

                        But those were the childish wishes of someone who was blind

Snare drum in

(She whirls to face Twilight, spurts of flame issuing up through the floor gratings to either side.)

Tempest:                        Open up your eyes, see the world from where I stand

                                Me among the mighty, you caged at my command

(A push at the bars sets the cage to rotating; zoom out to a long overhead shot, then in again.)

                                Open up your eyes, give up your sweet fantasy land

High strings and glockenspiel only; other instruments sneak in and build

(lifting Twilight’s chin)        It’s time to grow up and get wise, come now, little one,

     open up your eyes

Melancholy woodwind/string line with very faint percussion (B flat minor)

(Zoom in through the pupil of her own left one until it fills the screen, then fade in to a slow pan along a forest path. Three young unicorns are following it, depicted in a simplified style not unlike construction paper cutouts, and using their magic to toss a ball back and forth. One is a colt, while one of the other two fillies is Tempest, her horn and eye unmarred, and their laughter wafts under the music.)

Tempest:                We all start out the same, with simple naïve trust

(An overeager throw sends it bouncing ahead and into a boarded-up cave marked with signs that indicate the danger of an Ursa Minor.)

                        Shielded from the many ways that life’s not fair or just

(The other two being unwilling to enter, Filly TE shoots them a slightly disgusted look at the one prompting her ahead and slips in under the boards. Inside, while levitating the ball, she sees a white star glinting in the blackness—followed by the glaring red eyes and the massive blue bulk of the starry bear.)

Strings strengthen (D minor)

                        But then there comes a moment, a simple truth that you must face

(She lets the ball go and tenses to face it down, but a slash from its claws fills the screen and clears to show the broken, sparking end of her horn floating against a black field amid a shower of shattered fragments.)

                        If you depend on others, you’ll never find your place

Soft, sad acoustic guitar chords with backing strings and woodwinds

(The severed piece becomes the foals’ ball, and the other two keep it aloft while laughing and bounding down a village lane. They pass a downcast Filly TE, horn snapped and face freshly scarred from the run-in. When the ball rolls back to her, she tries to float it up but only succeeds in charring it slightly at first; her second try sends bolts of energy arcing wildly over it. The other filly hastily lifts it in her own aura, and she and the colt bug out, deeply unnerved by Filly TE’s haywire magic. She watches them scamper down the lane, a new filly joining their game, and their laughter echoes down the block as the maimed little pony stares forlornly after them.)

Melody shifts briefly to flute/glockenspiel and back

(She turns away; extreme close-up of the stubby hooves moving through the grass, tilting up to her face and narrowing, freshly scornful eyes as she gains speed.)

Tempest:                And as you take that first step upon a path that’s all your own

Transition to same instrumentation/feel/key as first chorus

(Now well outside the village, she glares contemptuously back at it as thunder and lightning play in the storm clouds overhead.)

(bitterly)                You see it all so clearly, the best way to survive is all alone

(The damaged face advances slowly toward the camera, the view dissolving to an extreme close-up of Twilight’s very scared eyes in the here and now and zooming out. Tempest climbs the stairs to sing down at her.)

Tempest:                 Open up your eyes, see the world from where I stand

                        Me among the mighty, you caged at my command

(She pulls a lever, hauling the cage up.)

                        Open up your eyes and behold the faded light

(Once it reaches her level, she spins it to stare Twilight dead on for a moment, then sends her up again.)

High strings and glockenspiel only; other instruments sneak in and build

It’s time to grow up and get wise, come now, little one, open up your eyes

(The captive is winched through the square opening in the ceiling of this chamber and suspended above the deck; she shields her eyes from the sun’s harsh glare.)

(full voice)                Open up your eyes

(She stares in popeyed horror, the camera tracking slowly around to point ahead of her and frame Canterlot in the far distance. The uppermost reaches of its mountain are now totally obscured by a broad blanket of fumes from the ships in the invasion fleet, and other craft are fouling the sky further as they close in.)

Song ends with one final ominous chord

(The faint clank of Tempest’s armored shoes is the prelude for her ascent to the deck.)

Twilight: I’m so sorry you felt so alone.

Tempest: I saw the truth. My “friends” abandoned me when times got tough. (Cut to Twilight; she continues o.s., softly.) Looks like I’m not the only one.

(Twilight turns away, her face a case study in regret; back to Tempest.)

Tempest: Face it, Princess. Friendship has failed you too.

Twilight: Friendship didn’t fail me. I failed friendship.

(She turns her eyes to stare somberly ahead.)

Act Four

(Dissolve slowly to a long overhead shot of the other five mares on the beach, the surf washing over the rocks. They remain silent for quite a few seconds before Fluttershy sighs almost inaudibly. Cut to her and Rainbow, the former stroking her mane as the latter pokes disconcertedly at the sand. All are now dry.)

Fluttershy: (voice breaking) This whole journey was such a mistake. (Half-sob/half-hiccup.) All we wanted was somepony to help us.

Applejack: (sighing softly) You think maybe it’s time we talk to Twilight?

(Spike scrambles into view from behind an outcropping.)

Spike: SHE’S…BEEN…TAKEN!! (Rainbow leaps to her hooves.)

Rainbow: What?!?

Spike: Twilight’s been taken! Tempest…she grabbed her…and took her on her ship!

(The others snap out of their collective funk with a sharp gasp.)

Rainbow: We gotta get her back!

Fluttershy: How? (Overhead shot of the six.) We’ll never catch up!

Applejack: And we got no way to defeat those monsters!

(Heads droop, a few resigned sighs float up—and then a distinctly catlike shadow spills across the sand to envelop them. Cut to Capper, standing atop a crag, on the start of the next line; his first few words are heard from some distance away, but the rest come through loud and clear.)

Capper: Well, good thing I happen to know of a group of mighty heroes that could handle this easily!

Rarity: (from o.s., acidly) Well… (Cut to her.) …look what the cat dragged in—himself! (Back to Capper; zoom out slowly.)

Capper: These heroes have faced the Storm King’s army and escaped! I’ve seen them tackle the streets of the roughest towns—

(Cut to Fluttershy and zoom out slowly to frame all but Applejack, every face turned up to him with enraptured admiration.)

Capper: (from o.s.) —break out of the tightest situations, and inspire others to join their cause!

Fluttershy, Pinkie, Rainbow, Rarity, Spike: Ooooh! (Applejack, unimpressed, steps up next to them.)

Applejack: Now don’t get too excited. He’s just talkin’ about us.

(The others groan in disgust, their excitement instantly deflated.)

Capper: (leaping off peak, sliding down/somersaulting to them) They even escaped certain doom at the hooves of Commander Tempest! (Cut to Fluttershy and Rainbow, both starting to smile again.)

Rainbow: Yeah. That was pretty great.

Celaeno: (from o.s.) Are you kidding me?

(That voice draws both pairs of eyes to a second nearby rock formation. Cut to a long shot of its summit, seen from several feet below, and zoom in on the pirate parrot and her crew gathered here.)

Celaeno: (somersaulting down; others follow) That was awesome! (Squabble squawks loud agreement.)

Boyle: Figured you could use a claw!

(He holds up his right arm on this line, showing the mechanical pincers he now wears in place of his old hook.)

Celaeno: We’re onboard to help you fight the Storm King—just not onboard our actual ship.

Mullet: That crazy unicorn sunk it— (pointing) —but you got back our “arrrr.”

(Cut to Rainbow on the end of this, zooming in slowly on her proud expression, then back to the crew.)

Mullet: And we’re ready to kick some booty.

(Celaeno draws her cutlass amid a chorus of avian laughs and squawks, Lix brandishing her trusty serving spoon for good measure. Cut to a long shot of the newly formed gang of twelve, seen from out on the water. One spot begins to glow yellow and bubble vigorously; in close-up, the ponies and dragon turn toward it, voicing assorted awestruck reactions.)

Spike: (amid their responses) Whoa…

(What emerges from the depths is a mass of swirling light, which bursts outward to reveal a silhouette with distinct features of both pony and bird. Celaeno and Capper gape at the new arrival, their minds completely blown.)

Capper: (softly) Is that what I think it is?

(The figure descends to a rock, its coloration giving it away as Skystar. The mane/tail fins have been replaced by hair, and the luminous antenna on her forehead has becomes a single forward-hanging plume. Her wings are solid and feathered, in the same pale yellow as the body, and the fringe and pearl at her throat are gone. She still wears the necklace of shells that Pinkie gave her during their undersea frolic, and the anemone she wore in her mane-fin has become a rose. Feathers have grown in on the ears—now pale yellow—and all four legs, the front pair ending in talons and the rear in hooves, and her snout ends in a small beak. Now she is a hippogriff rather than a sea pony, and a tall, lanky one at that.)

Skystar: (singsong) Hel-loooo! (normal tone) Me again. (Chuckle.) I’m gonna get so grounded. But I talked things over with Shelly and Sheldon, and they pointed out that you were just trying to help your friends. (Cut to Pinkie on the end of this.)

Pinkie: (under last words) Ahhhhh! (Back to Skystar.)

Skystar: So I want to help too. (She flaps over to Pinkie.) ’Cause you know, one small thing… (whispering) …can make a really big difference.

Spike: (dryly) That’s it, right? We didn’t make friends with anypony else?

Capper: All right, y’all. I think our course is clear. Y’all ready to do this thing?

Pinkie: We’re coming, Twilight!

(Cheers and hollers and whoops from all species, the camera tilting up slowly to put them o.s. as Rainbow and Skystar circle up into the sky.)

Rainbow: Yeah!

Pinkie: (from o.s.) As soon as we bake up a plan!

(Dissolve from the cloudless, empty expanse to a stretch of equally unremarkable ground and tilt up slowly to frame a street in occupied Canterlot. As at the end of Act One, Tempest’s soldiers are leading trains of muzzled, collared ponies here and there; now, though, large cages similar to the one Tempest used to capture Twilight have been set up at the curbs. Among the captives are Bloom and Scootaloo, sharing a cage off to one side with a tuft of Sweetie Belle’s tail visible between them, and Songbird at the far end of the street. One grunt is receiving a shoulder massage from Lotus, who stands on the shoulders of another mare to get the needed height boost, and has propped its feet up on Aloe’s back. Zoom in slowly on Songbird.)

A cappella, slow 4 (D major)

Songbird:                 I am here and I see your pain

(Close-up.)                Through the storm, through the clouds, the rain

                        I’m telling you, you cannot escape

Song ends abruptly as a soldier pounds on her cage

(Songbird sighs quietly in the face of a reprimand whose meaning is all too clear, even if the words are foreign. Both glance toward the approaching sound of creaky wheels; the source proves to be a flatbed cart transporting the caged Twilight, drawn by two ponies and led by Tempest. The performer and the Princess lock eyes for a long moment, the style of the former’s mane notwithstanding, until the latter turns hers sadly toward the floor of her prison.)

(Cut to a set of closed double doors within Canterlot Castle. These are pushed open from the other side by a pair of Storm Guards, who step aside for Tempest and the cart to enter. The camera is positioned so that the view blacks out from one of the cage bars rolling toward it; from here, snap to an overhead shot of the throne room. The other three petrified Princesses are still where they were during the Storm King’s call in Act One—on three petals of the floor’s flower/circle design—but a couple of drastic changes have been made to the décor. One, black banners with the Storm King’s lightning bolts now hang between the stained-glass windows. Two, most of the red carpet has been ripped away to leave only a short stretch immediately in front of the dais. Three, the place is rather darker and gloomier than usual. The stone basin that Tempest used to communicate with the Storm King in Act One has been removed.)

(In close-up, Twilight’s eyes widen in pure terror as she beholds her mentor, frozen in stone, and a faint scream of agony echoes through her mind. The cage slams to the floor on the one unoccupied petal, one Storm Guard leads the now-empty cart and its pulling team away, and Grubber shuts the doors behind them and turns with a malicious chuckle. Tempest moves slowly toward the Princess.)

Twilight: Tempest, don’t do this. Don’t give the Storm King—

Tempest: —your magic? Did you think you’d keep it all to yourself? (Twilight quails slightly.) Time to share. (She turns away, eyes narrowing.) I’d love for everybody out there to know what I can really do.

(On the end of this, a tall, horned silhouette appears in the sun-framed doorway leading to the balcony outside the throne room. Its contours and the staff in one hand—the Staff of Sacanas, as named in Act One—give it away as the Storm King in the flesh. The legs are those of a goat or deer.)

Storm King: Ooh, fascinating!

(Both ponies turn toward him, Tempest with noticeable surprise and a bit of real fear, and he ducks slightly to get through the door in close-up. The fur on the upper legs is the same pale gray as on the rest of his body and the long tail not previously seen, while the lower portions are bare, exposing dark gray hide. The broad fingers are tipped with inhospitable claws.)

Storm King: (much less jovially) What can you really do? (Tempest turns to face him on the next line.)

Grubber: Your bidding, of course, Your Mighty One.

(He kneels as best his squat frame will allow, bowing his head and placing a paw flat on the floor. A quick glance left and right to make sure the coast is clear, and he springs up to let himself out of the room, shutting the doors as he goes. This sequence reveals that both Storm Guards have been dismissed.)

Storm King: (cheerful again, approaching Tempest) Bidding’s good. I like bidding. (noticing Twilight, suddenly puzzled) Um…what are you supposed to be?

Twilight: (resolutely) I’m the Princess of Friendship.

(That declaration earns her a gale of hearty laughter.)

Storm King: Oh, that’s nice. (to Tempest, angrily) Why is this one still moving?

Tempest: She and her friends put up a bit of a fight, but she’s alone now. (smirking) She won’t be a problem.

Storm King: (walking past, ruffling Tempest’s mane) Yeah, so. Speaking of problems, this place, it seems a little too…oh, I don’t know…CUTE!! I don’t like cute. I never did like cute. (Cut to the impassive Tempest and back as he continues.) Doesn’t really go with my whole “big bad powerful magic guy” thing, does it? Deliver the punchline, Tempest, because this has gotta be a joke!

(He stabs the lower end of the Staff into a hole at the center of the floor design, darkening the room and sending out streams of blue-white light to trace the outlines of the four petals.)

Storm King: Huh?

(Followed by a gasp as lines of this same radiance begin making their way up Celestia’s form, jagged as though following cracks in the stone. Once they reach her horn, both it and her eyes glow a sunny yellow and a beam of power erupts from the tip, aimed toward the center. The same happens for her sister and Cadence, the former’s horn/eyes/beam blue-violet and the latter’s blue-green. Twilight strains against the broken lines that are snaking up her legs, but in vain; magenta energy pours from her horn as her eyes blaze white.)

Twilight: No!

(The Storm King laughs in mad triumph and holds the Staff planted upright, the four streams of magic surging into the crystal at its upper end.)

Storm King: Check out the light show!

(Cut to a long shot of Canterlot Castle, the camera tilting up slowly past the rooftops of the surrounding houses. Tendrils of power wind across the buildings, the plaza on which the Festival was to be held, the royal residence itself. In the throne room, the siphoning ends along with the “light show” and he yanks the Staff free of its anchor point; the crystal now glows a crackling blue-white.)

Storm King: Wow! (chuckling softly) Wow.

(The light fades from Twilight’s eyes and she crumples onto her belly, sobbing softly.)

Storm King: Let’s get this storm started! (to himself) Ooh, hey, that’s good. I should trademark that.

(A casual flick of the Staff causes the crystal to snap and pop anew; cut to a long shot of the throne room balcony. A blast tears out through the sun doorway, reducing it and the surrounding masonry to a shower of very tiny pieces; among them is Twilight, who slams down onto the balcony amid the remains of her cage. The Storm King steps out.)

Storm King: Not bad! Actually kinda first-rate! What else does it do? (Tempest steps out; he flicks a fingertip against the crystal to make it ring.)

Tempest: Your Excellency, you promised to restore my horn and give me—

(He waves her off with an accompanying “not now” sort of sound.)

Storm King: Okay, hang on.

(When he tilts the business end of the Staff toward the sky, the sun immediately springs up from the horizon. It faithfully mimics his every swing of the relic, and a particularly hard flick sets it to bouncing so that the sun and moon rapidly cycle through day and night.)

Storm King: You gotta be kidding me! (The sun stops in the sky.) I can move the sun?

(A wild laugh; cut to Twilight, still half-dazed and down for the count.)

Storm King: (from o.s., stepping over her) Whoa! Now this is what I’m talking about!

(Cut to Tempest on the end of this, shifting uncertainly on the receiving end of a pleading look from Twilight. Another laugh from the Storm King spurs her to start moving; cut to him at the balcony railing as she approaches.)

Storm King: Time to play. (Cut to the rapidly shifting sun and moon; he continues o.s.) Tuesday, Wednesday, Thursday, Friday. (Back to him, waving the Staff about with increasing speed.) Day, night, day, night, day, night, day, night, day, night, sunrise, sunset!

(He hums and sings gleefully to himself as Twilight aims a very scared glance back over her shoulder and Tempest regards her boss stonily. Cut to a long shot of Canterlot Castle under the crazily changing sky and pan/tilt down slowly to the city’s main gate. The statues of Celestia and Luna have been pulled down, banners with the Storm King’s mark are on display, and two soldiers are standing guard. The top of something very large moves slowly into view in the fore, topped by Spike posing and blowing a tiny plume of green flame upward. A head-on shot and zoom in between the two sentries discloses that he is riding atop a gargantuan three-tiered cake being pulled by a dispirited Applejack, Fluttershy, Pinkie, Rainbow, and Rarity on a flatbed wagon. The icing is light blue-gray with dark gray edging; the bottom tier is decorated with collared ponies connected by strings of pink hearts, the middle with hearts cradled in copies of the Storm King’s logo, the top with large hearts in which the Storm King’s face is inscribed. Capper, now wearing a white apron and chef’s toque over his coat, is leading the group; when the soldiers cross shields to block his path, he consults the sheet of official stationery he is carrying.)

Capper: Uh, yeah. I got a delivery here for a Mr. The Storm King. (tapping page) I was given explicit instructions to bring this here cake to this here castle’s throne room.

(The soldiers trade a few puzzled grunts before making up their minds to thrust their spears in the smooth talker’s general direction. He barely even blinks at the show of force.)

Capper: All right, then. Look here. Could one of y’all go be a pal? Go tell your boss he’s not getting his “Congratulations on Subduing Defenseless Pastel Ponies” cake? (walking away) ’Cause I don’t want to be the one responsible for the big guy missing his special dessert. (laughing a bit) You know what I’m saying?

(He stops facing the mares, his back to the soldiers, and raises three clawed fingers in front of his chest. These are folded down one by one in a silent count; as soon as he hits zero, he jerks a thumb over his shoulder at them, exactly in time with their decision to stand down and allow entry. Pinkie smiles hopefully up at Capper and gets a knowing wink in reply, and the group resumes the delivery run.)

Capper: Thank you kindly, fellas. (patting one’s shoulder) I’m-a be sure and put in a good word for the both of y’all.

(Pinkie’s face is the only grinning one among the five ponies, and it draws a quizzical mutter from one of the soldiers.)

Applejack: (whispering) Pinkie, quit lookin’ so happy! You ain’t foolin’ nopony!

Pinkie: (whispering, nodding) Oh! Okay!

(Her entire face and forelock collapse into a pathetic, whimpering, downtrodden mess in less time than it takes to say “quick change.” As the sugary behemoth makes its way through the lower level of the city, now well and truly trashed, Grubber pops up behind a table loaded with pies at an abandoned vendor stall, holding one in each hand.)

Grubber: Mmm, pie. (looking out past them) Oh, hello, cake!

(The crusty desserts are promptly flung aside, and he climbs over the table and aboard the back of the wagon.)

Grubber: Ooh! Don’t mind if I do.

(He swipes a chunk out of the bottom tier and gorges himself messily, not noticing that the action has exposed a deeply bagged magenta eye staring out at him.)

Grubber: Mmm! That’s some, like, gourmet icing. (He sees it and stares, puzzled.) Who puts eyeballs in filling?

(The eye blinks, spooking him into a string of yelps that eventually resolves into a coherent word.)

Grubber: GUARDS!!

(The owner of said eye—Squabble—lunges out to grab him, and the two are back inside the cake in record time. However, the disturbance rouses the nearest pair of soldiers to cross spears and block the group’s path.)

Capper: Uh-oh. Plan B?

Rainbow: The jig is up!

(A kick at the wagon brings Celaeno, her crew, and Skystar out of the cake in one mighty bound, the action and sound both shifting to slow motion for only as long as it takes them to roar in savage fury and hit the deck amid the splattered remains. The captain has drawn her cutlass, Lix has switched her serving spoon for a cooking pot, and Skystar drops into a hover to provide air support.)

Celaeno: Come on!

(All five parrots lay into the enemy from different directions. Boyle gets the honors of the first strike, having switched back to his hook; he uses it to strip the spears from three foes at once with a yell, then pitches them up to barely miss Skystar.)

Skystar: Oh…

(Down she comes, dragging one soldier into the air by the arm…)

Skystar: Gotcha!

(…and dropping it to knock out a trio menacing Spike. Next Squabble rises behind another one, squawking loudly with life-preserver collar in hand; he jams this down around the beast’s shoulders and forces it all the way to the waist, pinning the arms. Lix adds her own vocals to the mix as she lashes her brass-capped tail squarely into the posterior of one; the eyes pop, spear and shield clatter to the ground, and it yells in pain and jitters madly in place while clutching at the point of impact. Lix just stands there and laughs herself stupid.)

(It is the work of only a few seconds for Applejack to hogtie a soldier, and a stretched-taut length of fabric trips up three others. Rarity and Capper have notched up this victory, the unicorn using her telekinesis to pull one end and the cat holding the other; he has shed his apron and toque. She finishes the job by wrapping them up with a bow. Applejack and Rarity are out of their collars; the same is true of the other three ponies when they are seen next.)

Rarity: Lovely!

(Pinkie races up to a grunt, a gift box balanced on her front hooves.)

Pinkie: Surprise!

(Startled, it throws its spear aside and takes the parcel. Pinkie darts away, only to emerge from the box itself a split second later with a cupcake in hoof.)

Pinkie: Double surprise! 

(She rams the treat into its face hard enough to propel globs of icing onto a wall several feet back, then hops down to the street and starts machine-gunning cupcakes with both forelegs.)

Pinkie: Whee!

(The soldier tries to mount a defense, but the frosted fusillade proves too strong and it collapses against the wall, sliding insensate to the ground. Pinkie’s accompanying laughter takes on a decidedly manic tone. Elsewhere, Fluttershy’s retreat is cut off by a spear stabbing into the ground, missing her by a fraction of an inch. She cries out at the near hit, then glances up along the shaft.)

Fluttershy: Oh… (The soldier wielding it grunts at her.) …you seem tense. (smiling) Do you want to talk about it?

(Its response might best be translated as “Say what?!?” On another block, Celaeno spin-kicks a trooper away.)

Celaeno: YEAH!!

(She blocks another’s spear with her blade, while Mullet squares off against a second. Rainbow adds a few decibels of her own as she dives low between Celaeno and her foe, forcing the brute to lift its spear; when it starts after the pegasus, Celaeno drives it back with a kick to the breadbasket from her peg leg. It returns to the fight all too quickly, though, and Celaeno has to put both her cutlass and her free hand into stopping the next spear strike.)

Celaeno: Head for the castle! We’ll hold them off!

Rainbow: (to the others) Come on!

(She is followed by Spike, Skystar, and all the other mares except Fluttershy—who is sitting with the soldier that attacked her and letting it cry its beady little eyes out.)

Fluttershy: (soothingly) Let it all out.

Other mares: (now o.s.) FLUTTERSHY!!

Fluttershy: Oh! Sorry, our time’s up. Bye-bye!

(She bounds after the group, getting a teary farewell. The group charges along the bridge leading up to the plaza and Canterlot Castle, Skystar bringing up the rear; as enemy troops close in fast; she stops to face them.)

Skystar: (over her shoulder) Keep going! 

(She hefts her two googly-eyed oyster shells…)

Skystar: Shelly? Sheldon?

(…and slings them full force toward the soldiers. They clatter open and shut in flight, and both end up clamped firmly over the eyes of one target. It topples to the pavement with an anguished yell that is a hair away from “I can’t see!”, but there are many to take its place. The mollusk-slinging Princess tows one away by the fur on its head, either to drag it back down the bridge or heave it over the side. Reaching the plaza entrance at the upper end, the five mares, one dragon, and one cat find themselves confronted by an entire platoon of hopping-mad soldiers.)

Applejack: Uh-oh.

Capper: (to Spike) Hey. Ain’t you a fire-breathing dragon?

(The little guy shoots him a fierce, determined smile, and in no time flat the laughing Capper is holding him horizontally and strafing the area with a wide-angle jet of flame. One hand is holding the tail stretched back, while the other has clamped around both of Spike’s arms as an impromptu pistol grip. One after another, the infantry forces are set alight and run screaming for cover, allowing the seven insurgents to advance toward Canterlot Castle. Tempest watches the unfolding rout from the throne room balcony, unable to believe her eyes.)

Tempest: What? (Head-on shot; Twilight is now upright as well.) How?

Twilight: (smiling, gasping softly) It’s…it’s the magic of— (The Storm King clomps into view behind them.)

Storm King: (sickly-sweet tone) Yeah, yeah. (hugging them) Friendship, and flowers, and ponies, and—

(He finishes by adding a noise of disgust and letting his tongue loll out, then lets go and gets down to business.)

Storm King: I’m so totally over the cute-pony thing. This ends NOW!!

(He unleashes a peal of deranged laughter and a blast from the Staff that lances into the sick brown clouds, which begin to circulate ever so slowly. On the plaza, Capper wraps up his flamethrower assault and lets Spike jump down. A glance overhead throws a scare into him.)

Capper: Uh-oh.

(Applejack, Pinkie, and Spike share his reaction, as do Fluttershy and Rarity when the camera cuts to them. They are nearly swept sideways by a hard gust of wind and yelp in surprise, the sky darkening noticeably as lightning cracks out. The next shot is of Twilight and Tempest on the balcony, both staring upward and too stunned to speak. The Storm King’s laugh rings out; cut to frame all three.)

Storm King: Yeah!

(The swirling clouds have now formed a tornado, which extends down past the balcony to start tearing up the plaza.)

Capper: Move them hooves, ponies!

(They do so, Spike hopping into Applejack’s back, and he joins them in bugging out just ahead of a fresh onslaught that sweeps a squad of soldiers over the edge. Others struggle to keep their footing in one of the streets, but end up being blown aside with other random items. To add insult to injury, the roaring wind propels several pies off a table and into their faces, then sends the table after them. A barrel smashes itself apart against a wall, barely missing the seven; Capper is now holding Spike. They risk a peek out from their hiding place; cut to their perspective of the maelstrom surrounding Canterlot Castle.)

Rainbow: You’d have to be flying faster than a speeding pegasus to break through that wind!

(Back to them on the second half of this line, then zoom in quickly on Pinkie as she gasps and smiles, a brainstorm having hit.)

Pinkie: (slyly, pulling on a crash helmet) Excellent idea, Rainbow Dash.

(A pair of goggles rests on the forehead. Cut to the Storm King and track slowly around him.)

Storm King: Now I truly am the Storm King! And the entire world will bow to my ba-ba-ba-boom, baby!

Tempest: (crossing to him) Yes, yes, you are every bit as powerful as I promised, Sire. Now, restore my horn— (bowing) —and I swear to use my magic to serve you.

(He just laughs and leans hard into her face.)

Storm King: Who cares about your dinky little unicorn horn? (He pushes her aside.)

Tempest: (circling to face him) But we…we had an agreement!

Storm King: Get with the program! I used you. (smiling sardonically, shrugging) It’s kind of what I do.

(He fires off three bolts that scorch the balcony surface; only her lightning-fast reflexes keep her from meeting the same fate. A fourth one runs flat into a discharge from her ruined horn, resulting in a detonation that throws both of them back. Tempest’s last-second grab at a broken bit of railing is all that keeps her out of the air; the Storm King slams into the castle wall, back first, and hits the ground on his belly. Twilight gasps, seeing one foe laid out flat and a second desperately hanging on; cut to Tempest. A single armored hoof strains to keep its grip on the railing amid the gale-force winds, but it slowly slides loose—and then, before she can go sailing into smoke-fouled oblivion, Twilight is there to grab that foreleg in both of hers. The icy blue-green eyes pop in a total lack of comprehension as a few sparks crackle from her horn.)

Twilight: Hold on!

Tempest: Why are you saving me?

Twilight: (softly, smiling) Because this is what friends do.

(Slowly, very slowly, the dark unicorn’s stern features relax into the faintest of smiles as these words sink in. One good heave deposits her on the balcony.)

Storm King: (from o.s., sarcastically) Aww… (Cut to him, chuckling nastily and on his feet.) …isn’t that just so sweet? (The false mirth goes bye-bye.) Yeah.

(He levels the Staff at the huddled pair, its crystal crackling; cut to them.)

Storm King: (from o.s.) See you.

(Cut to Capper, Boyle, and Squabble in a street. The parrot with the crazy eyes has recovered the collar he used to immobilize his enemy during the big brawl and put it on, and he stands gripping the handle of a plunger-style detonator box. Boyle holds up a length of the wires that coil from it and run o.s.)

Boyle: (addressing himself o.s.) You sure about this?

Pinkie: (from o.s., reverberating/muffled slightly) Just do it! (Pause.) Thank you!

(Cut to an overhead close-up of her, the other four, and Spike all jammed tightly into a dimly lit circular chamber whose walls are smeared with some pinkish muck. The goggles that had been on her helmet’s forehead now cover her eyes, and she is the only one not scared silly or thoroughly annoyed.)

Pinkie: (reverberating, rapid fire) I’m excited! Who’s excited? (Squeal.) I’ve never been so excited!

(Long shot of the block. The detonator is hooked up to the same absurdly huge artillery that blasted a cake onto Twilight in Act One—the Easy-Bake Confetti/Cake Cannon, as Pinkie called it. As Capper covers his ears, Squabble pulls the plunger up with a squawk and slams it home. The ensuing blast is shown four times from different angles, launching the pony/dragon payload high over Canterlot amid clouds of confetti and smoke, and screams ring out from Fluttershy/Pinkie/Rarity as they hurtle into the smoggy cloud cover. Pinkie somehow finds her way around to a merry laugh for a moment.)

Pinkie: Whee!

(But it is short-lived, as their descent has them bearing down toward the balcony. The Storm King laughingly menaces Tempest and Twilight with the Staff, but before he can get around to actually using it, all six living projectiles slam squarely into his gut, ramming him into the throne room.)

All six: Boom!

(The Staff, knocked free of his grip, punches through the center of the stained-glass window above the thrones and lodges there. Ponies tumble across the floor in all directions, Pinkie fetching up next to Fluttershy with her helmet and goggles gone.)

Pinkie: (woozily) Bullseye! (Twilight enters.)

Twilight: Pinkie! You all came back! I’m so sorry! I was wrong to—

(Any further words are cut off by the big squeaky hug that the party mare lays on her.)

Pinkie: I’m sorry too. (Applejack/Fluttershy/Rarity cross to them.) Friends mess up sometimes, but we never should have— (Cut to Rainbow, hovering overhead.)

Rainbow: (gesturing to Staff) Uh, make up later! This isn’t over!

(The artifact begins to vibrate and spark more strongly, and as the other five mares gasp, it cranks off a discharge that tears into the throne room ceiling like a blowtorch through butter. Chunks of masonry thunder to the ground from one end to the other; Tempest gallops in, but is forced to stop short with a gasp when several of them barely miss her. Twilight gets upright with some effort, having been downed momentarily, and gasps upon spotting the reason for the uncontrolled demolition.)

Twilight: I’ve gotta get control of it!

Pinkie: Go! You’ve got this, Twilight!

Twilight: (resolutely) No. We’ve got this—together.

(Six mares and one dragon smile confidently into the tumult. Applejack’s lasso lashes over a tumbled slab and cinches tight, and the seven form a line with Twilight at the head and Applejack at the tail. As the blond mare secures the free end around her midsection, each of the others holds out a leg—or tail, in Spike’s case—for the one behind/him/her to grab. Once the chain is completed, Twilight begins flapping to lift them off.)

Pinkie: Whee!

(They are buffeted this way and that, but the links and rope hold as she rises toward the Staff. The Storm King digs himself out of a pile of rubble.)

Storm King: (climbing) The Staff belongs to me!

(Twilight gasps upon spotting him; now he leaps in addition to climbing as various shouts of panic ripple up and down the chain. Close-up of Twilight, straining mightily to get a hoof on the Staff.)

Storm King: (from o.s.) No! (Pan to him.) That’s my Staff!

(Growling, he keeps clearing the gaps as she fights for every inch she can get.)

Storm King: Mine! Mine! (He leaps; Applejack slides forward to the full extent of the rope.)

Applejack: Whoa!

Twilight: NOOOOO!!

(She and the Storm King throw themselves into one last-ditch dive—and she ends up holding the Staff as he crashes through the window, shattering it. Both of them are pulled screaming into the murky winds, the camera zooming in through the empty frame.)

Pinkie: (from o.s.) TWILIGHT!! (Cut to her.) NOOOOOOOOOO!!

(She and the others can only stare heartbroken into the madness, while a thunderstruck Tempest watches from the floor. The rest of the Ponyville contingent settles down as the wind gradually subsides, the smoky clouds parting slightly to give a glimpse of clearing sky. Pinkie struggles mightily to keep her composure but fails, whimpering at first and then sobbing into the now-untied Applejack’s shoulder as her tears begin to fall. The farmer’s closed eyes show signs of puddling up as well, but a sudden gleam cuts the waterworks off sharply. Pinkie gasps at the reason—the sun shining brightly down through the gap, and a winged silhouette slowly descending with the now-placid Staff in hoof. Twilight, intact from one end to the other, makes her way down toward the throne room balcony as her friends charge out to greet her.)

Pinkie: Yaaaay!

Applejack: Yee-haa!

(A joyous shout from Rarity; cut to the Princess as she touches down.)

Applejack: (from o.s., laughing) All right!

Fluttershy: (from o.s.) Yay! (All cross to her, Pinkie squealing with delight.)

Pinkie: Group hug!

(There follows one, accompanied by contented sighs and coos from all parties involved. Tempest climbs over the piled debris just inside the sun doorway and watches them with a quiet, satisfied smile for a few moments. She then turns to leave, the corners of her mouth pulling into a slight frown—and the Storm King hoists himself up to the balcony railing. He goes unnoticed by the magnificent seven, but Tempest spots him and pulls in a soft, wide-eyed gasp. With a feral grin, the thwarted tyrant fishes up a sphere identical to the ones she used against the Princesses in Act One and pulls his arm back in slow motion. The camera cuts back and forth between Tempest, galloping pell-mell over the junk at normal speed with horn flaring, and the Storm King winding up for the pitch at reduced speed. The sequence ends with the unicorn’s mighty leap and a cut to her perspective, bearing down on the group. Applejack and Rainbow plant themselves on the front line, ready to kick or bite or tackle. Normal speed resumes for the Storm King as he lets the sphere fly.)

Tempest: (leaping over others toward him) NOOOOOOOOOO!!

(It detonates against her chest, the action and sound shifting to slow motion, but she continues her charge even as the dark stone layer starts to expand from the spot. The Storm King recoils from her approach, but forgets to keep hold of the railing. Both of them take the big dive toward the plaza, Tempest having thrust a hoof against the Storm King’s chest so that the petrifying enchantment begins to consume him as well. Both completely turn to stone within seconds, normal speed resuming, and the Storm King falls away from Tempest and is smashed to pieces on impact in the plaza. A close-up picks out the chunk containing most of his head, the lower jaw having been broken off, and a dim glint of light plays across one frozen eye as the dust slowly clears. His ships and their pollution are gone from the sky, leaving it in the deep orange and purple of sunset.)

(Pan/tilt up slowly from the crash site to a long shot of the balcony, seen from below. A tiny speck is hovering just beyond the edge, wrapped in a warm yellow glow, and a close-up confirms that Tempest has been saved from becoming gravel. She is gently reeled in, the magic issuing from the Staff braced by the seven. Close-up of the stone mare as she is set down.)

Rainbow: (from o.s.) Whoa. (Cut to the group.) I can’t believe she did that!

Twilight: I can.

(Pan from them to a close-up of the softly buzzing crystal, which fires a new pulse that wraps around Tempest’s inert form. It clears to show her back to flesh and blood, and she pulls in a deep breath that reflexively takes her up to her hind legs for a moment. Settling back to all fours, she turns confusedly to the group, finding a warm smile on Twilight’s face, and sighs softly. Cut to Applejack, Fluttershy, and Rarity.)

Fluttershy: Now what?  

(The camera pans across the seven, one looking uncertainly to the next, and stops on a thoughtful Twilight receiving a glance from Spike. After a long moment’s silent deliberation, she directs a little smile to Tempest, who returns it gratefully.)

Tempest: Now…we fix everything.

(Armored shoes clank across the balcony as she and Twilight enter the throne room, followed by the others. Extreme close-up of the Staff’s lower end being thrust into the center of the floor design, waves of color corresponding to the four Princesses—yellow, blue-violet, blue-green, magenta—washing outward. A longer shot and slow zoom out puts Twilight and Tempest at ground zero, the etched curves energizing as when the Storm King stole the Princesses’ magic. Cadence is first to be freed from her immobility in close-up, in the same manner as Tempest, then Luna and Celestia when the camera pans to each in turn. Lungs spasm briefly as they return to equine normalcy.)

Celestia: Twilight!

Twilight: (immensely relieved) Princesses!

(She hurries across the floor and embraces the solar sovereign with a happy sigh; meanwhile, the multicolored magics wash over the floor and up the walls to repair all the damage inflicted by the Storm King. Cut to a point in midair past the balcony and tilt down as tendrils of light slither along the walls and pavement, wreathing all the architecture in translucent vine-like patterns. A longer shot and slow zoom out shows the effect spreading over all of Canterlot and bringing a rather confused Derpy back to her normal, non-stone self. By the time it reaches the main gate, the statues of Celestia and Luna above it have been replaced and every trace of the Storm King’s depredations is gone. Fade to white.)

(Fade in to an extreme close-up of Spike, framed from nose to upper chest. The bottom edges of a pair of dark-tinted sunglasses are visible above the smiling, fanged mouth. A whine of feedback is heard as he lifts a microphone and clears his throat into it, and a longer shot puts him on a small platform, standing in front of DJ P0N-3 and her turntables. The whole rig is on the stage intended for use during the Festival, which has been fully repaired.)

Spike: (amplified, sliding/spinning to edge) Fillies and gentle-colts! (Cheering from o.s.) Get ready for a little…

(Two spotlights snap on, their intense glare washing out the screen as the camera zooms out quickly. When it stops and the view clears, Songbird stands on the platform at the end of the runway attached to the stage as more beams rove through the night sky. Initially hunched down with wings covering as much of her head as possible, she stands up to full height and spreads them proudly.)

Spike: (amplified) …Songbird Serenade!  

(A cut to the plaza shows it packed with cheering spectators, including Twilight and her friends, Celaeno and her crew, Capper, and Skystar. Twilight no longer holds the Staff.)

Songbird: And now to celebrate the fact that we’re all still here in one piece, give it up for Princess Twilight and her friends!

(Cut to the thirteen in question on the end of this, a spotlight picking them out.)

Stallion: (from o.s.) All right! (Cut to him.) Way to go, guys!

(Photo darts up to snap a few pictures, and Bulk rears up in the crowd, inadvertently launching a couple of hapless ponies over it.)

Bulk: YEAH!!

(Laugh; cut to Celestia/Luna/Cadence, who bow serenely toward one side, then to Twilight and company on the receiving end. The violet Princess returns the gesture, the spot on them going out. All the lights on the stage have also been extinguished, and Songbird stands facing away from the audience. Illumination gradually fades up as he begins to sing and turns back.)

Quiet synthesizer chords, slow 4 (D major)

Faint conga drum accents throughout

Songbird:                I know you, you’re a special one

                        Some see crazy where I see love

(pacing toward platform edge)

                        You fall so low, but shoot so high

                        Big dreamers shoot for open sky

Synth builds; shuffling electronic percussion in

(Several backup dancers jump out from behind her to either side, stallions wearing bow ties and mares with bows at the base of the tail; these are the same bright pink as her bow, but smaller. Manes/tails are cut similarly to hers, with half of each dark gray tinged by blue and the other half a deeper tint of the wearer’s coat color.)

Songbird:                 So much life in those open eyes

(Rainbow thumps a hoof against Celaeno’s fist, and Rarity telekinetically passes a purple-trimmed, dark gray cape to Capper, a matching top hat with a purple feather floating between them. A gem-capped gold braid is fastened across the lapels to hold it on.)

                        So much depth, you look for the light

(Under previous line.)                Capper: Ooh! (He dons it.)

Rarity: (singsong, setting hat on as he bows) And…perfection!

 (Pinkie and Skystar share a giggly hug and look overhead, Skystar gasping softly, to find Novo and several of her subjects coming in for a landing. Like Skystar, they have transformed from sea ponies to hippogriffs. The three glowing antennae on Novo’s head are now pale blue, diamond-marked plumes, and two more unmarked ones accent her tail, which has developed the same darker purple patches as her mane.)

Songbird:                 But when your wounds open, you will cry

                        You’ll cry out now and you’ll question why

(Under previous line.)                Skystar: (galloping to Novo) Mom! (She laughs as they embrace.)

                                Novo: (smiling) You are so grounded.

                                (She chuckles as wide-eyed shock registers on Skystar’s face.)

(Songbird is raised above the stage on a hidden platform styled as a cupcake, hearts on the vertical sides pulsing through different colors. Six vividly hued birds fly up and out from behind the stage, each towing a streamer that matches its plumage. A small perch raises her higher still.)

Background vocal harmonies under chorus

Syncopated shouts of “Hey! Hey! Hey! Hey!” repeat twice per line

Songbird:                I can see a rainbow in your tears as they fall on down

                        I can see your soul grow through the pain as they hit the ground

(She flies straight up for several yards, leaving a trail of glimmering motes in the air, and swoops down to cruise over the crowd.)

                        I can see a rainbow in your tears as the sun comes out

(She pulls into a hover to sing for Twilight, who smiles appreciatively.)

                        As the sun comes out

Music continues; harmonies out; shouts continue

(After Songbird zooms away, Twilight glances toward the back of the crowd, her celebratory mood swiftly replaced by one of deep concern. Through the rank on rank of grooving ponies and bobbing heads, Tempest can be seen standing at the far edge of the plaza. She turns and walks away; cut to her now standing alone and gazing out at the stars as Twilight lands nearby. This shot is close enough to show that the Storm King’s mark is gone from Tempest’s armor.)

Shouts out; music shifts to background score

Tempest: (sighing softly) That’s one thing that never changes around here—the party.

Twilight: Well, I hope you’ll stay. (Tempest’s eyes widen…) More friends are definitely merrier. (…and she takes a breath to keep her composure.)

Tempest: But, um… (Profile close-up.) …my horn…

Twilight: (from o.s.) You know— (Both again; Tempest turns to her.) —your horn is pretty powerful, just like the pony it belongs to.

Tempest: (smiling, stepping away) I did tell you I wanted to show everypony in Equestria what I could do, right?

(Overhead shot of her, zooming out; she throws her snapped horn into gear and lets rip. The beam rockets into the sky and disappears from sight, only to explode in a spectacular fireworks display above Canterlot a moment later.)

Song resumes; same instrumentation/harmonies/shouts as previous chorus

Songbird:                I can see a rainbow in your tears as they fall on down

(Smiles pass between the two mares.)

                        I can see your soul grow through the pain as they hit the ground

Vocals/harmonies out; shouts continue

(Pinkie hoists herself up over the crowd.)

Pinkie: Nice touch, Tempest!

Tempest: (shyly) Actually, that’s not my real name.

(The four-legged dynamo needs all of one leap to get right in front of her, while Applejack/Fluttershy/Rainbow/Rarity follow at a more sedate pace.)

Pinkie: (jittering in place) Ooooh! What is it?

Song ends abruptly

(Close-up: Tempest leans close to Pinkie’s ear.)

Tempest: (dropping to a whisper) It’s Fizzlepop Berrytwist.  

(Pinkie snaps upright, pulling in what might be the deepest gasp of her life as stars shine in her eyes, and hops over to get Tempest in a hug.)

Pinkie: Okay. That is the most awesome name EVERRRR!!

CLOSING CREDITS

Song resumes; same instrumentation/harmonies/shouts as chorus

(Songbird swoops into view, seen in the same construction-paper cutout style as in Tempest’s Act Three flashback, as a purple background slides in behind her. Zoom out; she is on her perch atop the stage’s raised platform, confetti showering down around her. This same visual technique is used throughout the credits.)

Songbird:                I can see a rainbow in your tears as they fall on down

(Rainbow’s contrail slashes across the screen; cut to her in flight and setting off a Sonic Rainboom as Skystar pulls even.)

                        I can see your soul grow through the pain as they hit the ground

(Tilt down to the plaza, where Bulk—now wearing a pair of pince-nez reading glasses—is on door-guard duty. Before him is a line of Storm Guards, their formerly red head stripes now dyed other colors. The first one up wears a party hat, and all carry various treats and gifts. Bulk closely scrutinizes a guest list, then throws it and the specs aside with a smile and lets them all in.)

                        I can see a rainbow in your tears as the sun comes out

                        As the sun comes out

Harmonies/shouts out

(A muffin comes flying up into view from below, and Derpy darts in to catch it; it bounces off her outstretched forelegs, though, and both she and it drop out of sight.)

Songbird:                I am here and I see your pain

(Rarity and a mirror sail up; she admires her reflection as long as possible before both drop out.)