SUITED FOR SUCCESS

Written by Charlotte Fullerton

Produced by Sarah Wall

Story editing by Rob Renzetti

Supervising direction by Jayson Thiessen

Co-directed by James Wootton

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to the exterior of the Carousel Boutique during the day.)

Rarity: (from inside) Oh, Opalescence…

(Cut to a close-up of a levitating sketch that depicts her in an elaborate gown, necklace, earrings, and tiara, with her mane loosely tied and hanging to one side. The head and forelegs of one of her mannequins can be seen beyond the paper’s edge.)

Rarity: (from o.s.) …can’t you just picture it? (backing it away, stepping into view) Moi, stepping out in a stunning new gown at the Grand Galloping Gala in Canterlot!

(The motion of the paper exposes the mannequin, which has a length of magenta cloth draped over its back; napping on this is a fluffy white cat with violet eyeshadow and a darker bow, matching Rarity’s mane, in one tuft of hair atop her head. This is Opalescence, or Opal for short. Rarity’s words wake her up; she yawns and stretches, revealing a jeweled purple collar, and Rarity yanks the cloth away to dump her onto the ground. After a short bounce and startled meow, Opal walks across the floor. The décor does not match that of the ground floor, marking this scene as taking place on the upper story.)

(Rarity, meanwhile, has loosely wrapped the cloth around herself and is lost in the moment. Zoom in on her.)

Rarity: Why, yes, I did make it myself. Thank you so much for asking.

(As she bats her eyes and pouts prettily for the camera, Opal settles down on a free corner to resume her nap, but finds herself being dragged o.s. in short order. She jumps off and walks away with a grumble. The reason for this interruption is that Rarity has begun to run the cloth through an antique sewing machine. She has put on a pair of red-framed, tinted reading glasses and will wear them until further notice.)

Rarity: Oh, Opal, of course you can help me. Thank you.

(The cat is promptly set on a tabletop and gets a pincushion put in her mouth; she voices a discontented meow around it. Cut to Rarity; behind her is a rack loaded with bolts of fabric, as well as a bulletin board with notes tacked up.)

Rarity: What’s that? You want to help me more. (levitating various supplies) Oh, aren’t you the sweetest thing.

(They sail toward Opal, who mews bemusedly as she suddenly finds herself balancing glue, scissors, measuring tape, and spools of thread on every available body part. Zoom out; Rarity has gone to work, stitching cloth over the mannequin to follow the floating sketch.)

Rarity: Careful, now. Don’t move. (Stitches pull tight.) This shouldn’t take long at all.

(Cut to a close-up of Opal, zooming in as she grumbles and tries to balance, then fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the exterior of the Carousel Boutique. Zoom in toward the upper story, then cut to inside its closed door. A knock is followed by its opening; Applejack is on the other side, followed by Twilight Sparkle.)

Applejack: Howdy, Rarity! (They walk in.)

Twilight: Shhhh!

(Quick pan to Rarity, still working on the dress design. It now shows darker magenta trim and lighter material for the chest and forelegs; the skirt has been built up in layers.)

Twilight: (from o.s., whispering) Can’t you see Rarity’s trying to concentrate?

(Zoom in to a close-up of the seamstress’ face, then pan slightly to show Applejack behind her on one side. Both she and Twilight keep their voices down, but Rarity glances sidewise from one speaker to the other with growing annoyance.)

Applejack: What do you think she’s makin’? (Pan to Twilight on the other side.)

Twilight: Looks like a dress. (To Applejack.)

Applejack: Well, that makes sense— (Rarity sighs.) —since this is a dressmaker’s shop and all.

(Longer shot; Rarity growls quietly to herself, then turns to face the pair with the politest smile she can manage on very short notice.)

Rarity: Is there something I can help you with? (Twilight has now brought her saddlebags in.)

Twilight: Oh…so very sorry to trouble you, Rarity, but I need a quick favor.

(Digging in the bags for a moment, she pulls out a dress—red, with yellow sleeves—and lays it on a tabletop. A close-up reveals that one of its buttons has come loose.)

Twilight: (from o.s.) Could you please fix a button for me? It’s my dress for the Grand Galloping Gala. (Shocked gasp from Rarity.)

Rarity: Oh, no, no, no! You can’t wear this…uh, old thing. You need a glamorous new outfit for the Gala, and I’ll make it for you. No problem at all. It would be my pleasure.

Twilight: Oh, that’s really sweet of you to offer, Rarity, but I can’t let you do that. It would be so much work. This dress is fine.

Rarity: (reprovingly) Twilight Sparkle, I insist on making you a new dress. (Cut to Twilight.)

Twilight: But—

Rarity: (from o.s., waving hoof in her face) Not another word. (Cut to frame all three.) I won’t take no for an answer.

Twilight: Well, in that case…thank you for your generosity, Rarity. Knowing your handiwork, I’m sure it will be absolutely beautiful.

(The camera cuts to Rarity and pans as she turns a slightly critical eye toward Applejack.)

Rarity: Let me guess, Applejack. You don’t want a new gown either.

Applejack: Gown? Shoot. I was just gonna wear my old work duds. (Bigger shocked gasp from Rarity.)

Rarity: You can’t possibly be serious, Applejack! You absolutely must wear formal attire!

Applejack: (thinking hard) Hmmm…nah.

Rarity: (smiling) What if I just spruce up your, uh…duds…for you a little bit?

Applejack: Uh…okay, sure, why not? Since you’re offerin’ and all. Just don’t make them too, uh…frou-frou-y.

Rarity: Deal!

Rainbow Dash: (from outside) Look out below!

(There follow a panicked yell, a crash that sends bits of the ceiling raining down, and one sky-blue pegasus who hits the floor much too hard for her liking. She bounces backward and ends up tangled among mannequins and cloth bolts, with a bucket on her head.)

Rainbow: Sorry. New trick. Didn’t quite work. (Nervous chuckle; Rarity thinks hard.)

Rarity: Hmmm… (Sharp gasp; smile; singsong.) Idea! (normal tone) I’ll make you an outfit for the Gala too, Rainbow Dash!

(Still standing among the mannequins, she looks back and forth with great confusion.)

Rainbow: Outfit for the what, now?

Rarity: (indicating Rainbow, then Applejack) I’ll make one for you, and you, and all of you! (jumping in place) Ooh, and of course Pinkie and Fluttershy too. Oh, and when I’m done, we can hold our very own fashion show!

Twilight: What a great idea! If you’re sure you can handle it.

Rarity: (levitating cloth bolts from rack) Oh, it’ll be a little bit of work, but it’ll be a wonderful boost for my business—plus, fun! (Cut to Rainbow.)

Rainbow: Oh, I love fun things!

(Zoom out to frame all four; Rarity lays out cloth at her worktable, her measuring tape around her neck and at the ready.)

Rarity: Then it’s settled. We’ll have a fashion show, starring us! (Cheers from the others; she begins cutting fabric.)

Applejack: So all you have to do is make a different, stunnin’, original, amazin’ outfit for one, two, three, four, five, plus yourself—six ponies? And lickety-split?

Rarity: (chuckling) Oh, Applejack, you make it sound as if it’s going to be hard.

Light mandolin/tambourine melody, up-tempo 4 (E flat major)

(Dissolve to an extreme close-up of the sewing machine’s needle, pistoning up and down as it stitches purple cloth. Zoom out to show Rarity at work; dress pattern diagrams float behind her. The tone of her singing is quite relaxed despite the tempo.)

Rarity:        Thread by thread, stitching it together

(The cloth fills the screen and parts are snipped out to expose her behind it.)

                Twilight’s dress, cutting out the pattern snip by snip

(Opal, on the floor, yowls before the material falls down to cover her and fill the screen.)

                Making sure the fabric folds nicely, it’s the perfect color and so hip

(Behind it, the measuring tape rolls out on the tabletop and the pieces drop into place.)

                Always gotta keep in mind my pacing, making sure the clothes correctly facing

(Thread zigzags across the screen and pulls together two purple edges that block out the view.)

                I’m stitching Twilight’s dress

Bass drum/bass/synthesizer/acoustic guitar in

(The seam spins in place and resolves into an end-on view of a fabric roll, one of several on the table. Opal lies on top of the rolled-out sections, but they are yanked away one by one to leave one very confused cat.)

Rarity:        Yard by yard, fussing on the details

(A green collar, secured by a bolo tie with an apple-shaped clip, floats onto a mannequin.)

                Jeweled neckline, don’t you know a stitch in time saves nine?

(Opal’s tail waves across the screen; tilt down from it to show her playing with the clip.)

                Make her something perfect to inspire, even though she hates formal attire

(It floats away under Rarity’s control, and she crosses the floor as Opal runs after it. Mannequins float around her in a circle.)

                Gotta mind those intimate details, even though she’s more concerned with sales

(Overhead view of the room; they turn in formation while circling her.)

                It’s Applejack’s new dress

(Dissolve to an extreme close-up of the bobbin on her sewing machine and pan past the unwinding thread to a stretch of cloth. Behind it, a tacked-up sheet of another dress appears: striped vest secured in front with a large bow, ribbons at the hem, candy corn and lollipops on the skirt’s lacy top layer, ribboned shoes, pillbox hat.)

Mandolin/synth out; snare drum and electric guitar in

(A bright pink marker floats down and scribbles on the skirt.)

Rarity:        Dressmaking’s easy, for Pinkie Pie something pink

(Tilt down to a sketch of a pony with leaves at the collar and butterfly-shaped earrings; a blue marker quickly draws in a long flowing skirt. The figure wears low shoes similar to those used by ballet dancers.)

                Fluttershy something breezy, blend color and form, do you think it looks cheesy?

(This line is directed at Opal, who sits on a mannequin and meows softly.)

Original instrumentation resumes, with bass drum

(all other instruments except electric guitar enter during next verse)

(Now a steam iron slides up the screen, the view changing behind it to show a sketch of a pegasus in a dress with a train striped along its length. The hem is trimmed to resemble clouds; a laurel wreath rests above the ears, the mane is tied in a loose bunch to one side, and a clasp at the neck looks like a bunch of grapes. Sandals with long ties cover the hooves. Zoom out; Rarity inspects a length of rainbow-striped fabric.)

Rarity:         Something brash, perhaps quite fetching

(Two gold laurel leaves are hooked together.)

                Hook and eye, couldn’t you just simply die?

(They float to rest on a mannequin’s ears.)

                Making sure it fits forelock and crest, don’t forget some magic in the dress

(The fabric settles over the hindquarters.)

                Even though it rides high on the flank, Rainbow won’t look like a tank

(She levitates the dangling edge a bit to see how it will hang at “floor” level.)

                I’m stitching Rainbow’s dress

(A dress pattern is unrolled over the screen.)

Stoptime; electric guitar in

(Pieces of fabric float in to cover the appropriate spots before a pair of scissors cuts the lot away. Behind it, fabric is laid onto a mannequin.)

Rarity:        Piece by piece, snip by snip, croup, dock, haunch, shoulders, hip

(A needle is threaded and an iron rums over a piece, its steam filling the screen.)

                Thread by thread, primmed and pressed, yard by yard, never stressed

(The view clears to an overhead view of Rarity, zooming out to frame the supplies and mannequins circling around her.)

                And that’s the art of the dress

Normal rhythm resumes as she holds the last note; song ends

(Fade to black.)

(Fade in to Rarity, backing across the room as Fluttershy and Pinkie Pie advance with eyes closed, Pinkie hopping excitedly. This shot reveals a four-poster bed in this upper story of the building—combination workspace and living quarters.)

Rarity: That’s it…keep them closed… (Close-up.) …don’t look…

[Animation goof: Her mane briefly appears disheveled.]

(Head-on view of her five friends, all lined up and squeezing their eyes shut.)

Rarity: (from o.s.) Okay, you can look now!

(Ten eyes open wide and five throats gasp in surprise. Cut to a slow pan across a row of five mannequins, each decked out in an outfit meant for one wearer. Applejack: new brown cowboy hat, the green collar and apple bolo tie seen earlier, green boots trimmed with red/white on forelegs, red saddle with brown trim and a long, fringed underlying green piece that resembles a saddle blanket. Every piece is decorated with apples. Twilight: high-collared royal blue cape, secured by a star brooch at the neckline and gathered into a light blue saddle that sits slightly forward of where one would normally rest. Stars are sprinkled around the hem, collar, and saddle, and the mannequin wears star earrings. Fluttershy: light green cape, with butterfly brooch and earrings, light blue shawl looped around the rump, and flowers at the hemline. Matching green sandals with vine-like ties are on the forelegs. Rainbow: the rainbow-striped train hinted at in the song, with a loop of material under each wing to hold it in place, cloud-like white edging at the hem, and the grape-bunch brooch. The gold laurels rest atop the head, and the forelegs display gold sandals with long ties. Pinkie: the dress as seen in the song, with a skirt the same color as her mane; the bows on the hat and collar match it, the hem ribbon and shoe bows are light blue, and the vest is done in blue/white stripes. Opal nuzzles happily against Rainbow’s hem.)

Rarity: (from o.s.) These are your new outfits! (Close-up of Applejack’s boots, tilting up to the rest of the rig.) What do you think of your old duds now, Applejack? (Zoom out; Opal plays with the fringe.) Pretty swanky, are they not? (Giggle.)

(Quick pan to an extreme close-up of Twilight’s earrings, then zoom out to frame the rest of the gown. Opal approves.)

Rarity: (from o.s.) And Twilight, I made this dress for you, and I designed each outfit theme to perfectly reflect each pony’s unique personality.

(Close-up of Rainbow’s hem, panning/tilting up along the rest of her gown.)

Rarity: (from o.s.) Oh! It took me forever to get the colors right on this one, Rainbow Dash, but I did it. (Zoom out; Opal loves it too.) Oh, and it turned out beautiful, don’t you think?

(Close-up of Fluttershy’s sandals, then zoom out to frame her ensemble. Opal rolls happily past it.)

Rarity: (from o.s., gasping) And I know you’re going to love yours, Fluttershy. It just sings spring!

(Close-up of the bow at Pinkie’s neckline.)

Rarity: (from o.s.) And Pinkie Pie, look! (Zoom out; Opal lies on the mannequin’s rump.) Pink! Your favorite!

(Cut to frame her, standing in the center of the floor with all five outfits ranged behind her.)

Rarity: Aren’t they all amazing?

(The others just stand there, stunned into total silence for several seconds as she aims a huge, expectant grin across the room. Finally they begin to recover their senses, but their body language gives away their unease.)

Twilight: Wow…they’re…

Rainbow: Yeah, they’re…

Applejack: They sure are, uh…somethin’.

Twilight: Yes! Something!

Pinkie: I love something! Something is my favorite!

Fluttershy: It’s…nice. (Rarity starts to catch on.)

Rarity: But what’s the matter? Don’t you like them?

Twilight: They’re very nice.

Applejack: And we’re plumb grateful ’cause you worked so hard on them.

Rainbow: Mine’s just not as cool as I was imagining.

 (She finds herself on the wrong end of annoyed glares from Twilight and Applejack.)

Rainbow: She asked.

Twilight: I guess what we’re all saying is that they’re just not what we had in mind.

(During this line, cut to the gobsmacked designer and zoom in to a close-up. Back to the five after she finishes; Applejack, Pinkie, and Rainbow voice general assent, while Fluttershy paws nervously at the carpet. Rarity groans and hangs her head for a moment, then brings it up with a slightly pained smile.)

Rarity: That’s okay. Not a problem. There’s plenty more where that came from. They were only a first pass. You’re my friends, and I want you to be one hundred and ten percent satisfied. Not to worry. I’ll redo them!

Fluttershy: Oh, Rarity, you don’t have to do that. They’re fine.

Rarity: (levitating Applejack’s new hat and Twilight’s earrings off) I want them to be better than just fine. I want you to think they’re absolutely perfect.

Applejack: Are you sure? I mean, we wouldn’t want to impose.

Rarity: (laughing, floating Twilight’s dress off, letting it drop) Oh, it’s no imposition. Really, I insist!

Twilight: (as others leave) Well, in that case, thank you again, Rarity.

(The white unicorn laughs politely until they have all made it out the door. Her face then falls as the camera zooms out on the next line to frame the five mannequins, all partially or completely stripped; the outfit pieces lie on the floor around them.)

Rarity: What have I gotten myself into?

(Opal meows plaintively. Snap to black.)

Act Two

(Opening shot: fade in to a close-up of Rarity, hard at work behind her sewing machine and with her mane noticeably disheveled. The door is heard opening.)

Fluttershy: (from o.s.) Hello? (Cut to her, entering; the machine stops.) You wanted to see me, Rarity?

Rarity: Fluttershy! Your new new gown’s ready! (She crosses the room.) I completely revised it, and I know you’re going to love it!

(Dissolve to the yellow pegasus, framed from the wings forward, eyeing her reflection in a mirror. A flower is tucked behind one ear, and the dress is still light green with a butterfly brooch.)

Rarity: (from o.s.) What do you think? (Long pause.)

Fluttershy: I…love it.

(Cut to frame both. She now wears sandals on all four hooves, the front two showing the vine ties, and the dress hem has been marked with pastel spots that resemble Easter eggs.)

Rarity: Oh, you’re just saying that.

Fluttershy: No, no, I do. It’s…nice.

Rarity: (not convinced) Nice.

Fluttershy: (dropping her eyes) Nice.

Rarity: If you don’t like it, you should just tell me.

Fluttershy: (smiling) Oh, but I do like it.

Rarity: (impatiently) Like it or love it?

Fluttershy: (backing off a bit) Um…both?

(Now Rarity starts to advance, forcing Fluttershy to back up before the eyes behind the tinted lenses.)

Rarity: Which is it?

Fluttershy: Please stop asking me this, I—

Rarity: Well, just tell me what you really think.

Fluttershy: Oh, no, that’s okay. (She runs into the wall.)

Rarity: Tell me!

Fluttershy: No, i-it’s fine.

Rarity: Tell me!

Fluttershy: (sweating profusely) I-I like it.

Rarity: (with mounting fervor) Tell me, tell me, tell me, tell me, tell me!

Fluttershy: All right, since you really want to know. (deep breath; rapid fire) The armscye’s tight, the middy collar doesn’t go with the shawl lapel, the hems are clearly machine-stitched, the pleats are uneven, the fabric looks like toile, you used a backstitch here when it clearly called for a topstitch or maybe a traditional blanket stitch— (Cut to Rarity, openmouthed; she continues o.s.) —and the over-design is reminiscent of prêt-a-porter and not true French haute couture.

(Rarity gasps softly on the end of this, taken aback at the meek pony’s knowledge of clothing design. Said pony has made it off the wall and turned her head disdainfully away from Rarity, but turns back to her after a moment and resumes her usual demeanor.)

Fluttershy: But, uh, you know, um…whatever you want to do is fine.

Same melody/key/tempo as in Act One, with mandolin/bass drum/bass (snare drum sneaks in)

(Dissolve to a close-up of Twilight as she paces the floor and Rarity works the sewing machine. The fabric is purple and embellished with constellation diagrams.)

Twilight: Now the stars on my belt need to be technically accurate. Orion has three stars on his belt, not four.

(Although the vocal melody is the same, Rarity’s tone betrays the frazzled mood hinted at by her rumpled mane.)

Rarity:        Stitch by stitch, stitching it together

(The fabric is thrown free and drapes over a mannequin; she levitates stars and a green swatch.)                        Deadline looms, don’t you know the client’s always right?
(The swatch waves by; behind it, pan across the five mannequins, stripped except for this one.)

                Even if my fabric choice was perfect, gotta get them all done by tonight

(Pinkie, now in the room, eyes the green bolt happily; Rarity opens the window curtains to let sunlight shine over it.)

                Pinkie Pie, that color’s too obtrusive, wait until you see it in the light

(Pinkie sticks her head under the stretch on the floor.)

                I’m sewing them together

Bass/snare drums out

Pinkie: Don’t you think my gown would be more “me” with some lollipops?

Rarity: Well, I think—

Pinkie: Balloons? (Cut to Rarity.)

Rarity: Well— (Dozens of balloons float up to fill the screen.)

Pinkie: (from o.s.) Do it!

Mandolin out; snare drum/electric, acoustic guitars/bass in

(The flood resolves into pieces of vivid blue and pink fabric lying side by side; these are quickly stitched together with a needle.)

Rarity:        Hour by hour, one more change

                I’m sewing them together, take great pains

(The seam spins in place. Dissolve to Rarity trying to take Fluttershy’s measurements with a tape wound around her front hooves; she then gallops past an idle Rainbow.)

                Fluttershy, you’re putting me in a bind, Rainbow Dash, what is on your mind?

(She gallops back and sings in an overhead view, the camera zooming out to frame supplies circling around her.)

                Oh my gosh, there’s simply not much time, don’t forget, Applejack’s duds must

    shine

(She leans in front of a slightly smug Applejack; a flash of her horn sends apples cascading down.)

                Dressmaking’s easy, every customer’s call

(A shake of the bond head sends her scrambling and pulling fabric out from under Opal.)

                Brings a whole new revision, have to pick up the pace, still hold to my vision

Snare drum/electric, acoustic guitars out; mandolin in

(snare sneaks back in during the following lines)

(Dissolve to Twilight and Rarity at a star chart.)

Twilight: That constellation is Canis Major— (Close-up of Rarity; she continues o.s.) —not Minor.

(Two birds carry a sketch over to the high-strung designer. In close-up, it depicts a pony n a wide-brimmed, feathered hat, strappy sandals, and a dress that might do well on a pony that happened to wander into the universe of The Jetsons.)

Fluttershy: (from o.s.) French haute couture… (It is lowered, she peeks into view.) …please.

Rarity: Ugh…

(She levitates some fabric from the rack, letting it float across the screen. Behind it, the view wipes to show her and Applejack.)

Applejack: What if it rains? (Cut to Rarity; she continues o.s.) Galoshes!

(The suggestion sits very badly, but she fires up horn all the same. Now Pinkie is in the workroom.)

Pinkie: More balloons! (Rarity floats a bunch to the mannequin.) Oh, no. That’s too many balloons. (They float away.) More candy! (It moves in.) Oh, less candy! (It falls off.) Oh, wait. I know. Streamers!

Rarity: (wearily) Streamers. (Pinkie gets in her face.)

Pinkie: Whose dress is this?

Rarity: Streamers it is.

(A mass of them drifts across the screen; behind them, Rainbow leans against the sewing machine’s table. She has no immediate criticism to offer, even after Rarity glances impatiently back at her from the other side of the room.)

Rainbow: What?

Rarity: (a bit snippy) Aren’t you going to tell me to change something too?

Rainbow: No. I just want my dress to be cool.

Rarity: Do you not like the color?

Rainbow: The color’s fine. Just make it look cooler.

Rarity: Do you not like the shape?

Rainbow: The shape’s fine. Just make the whole thing, you know, cooler.

Music stops

Rainbow: It needs to be about twenty percent cooler.

Music starts; electric guitar in

(The overworked unicorn leans her head disgustedly against a mannequin. Snap to a light blue background, against which Pinkie pops into view to sing her line. She then ducks o.s., and each following singer trots across as Rarity plods toward the camera.)

Pinkie:                All we ever want is indecision

Rainbow:        All we really like is what we know

Twilight:        Gotta balance style with adherence

Fluttershy:         Making sure we make a good appearance

Applejack:         Even if you simply have to fudge it

(Behind her, wipe to Rarity, slumped over her sewing machine, and zoom out the others lean in toward her.)

All five:        Make sure that it stays within our budget

Rarity:         Got to overcome intimidation, remember it’s all in the presentation

(Zoom in on her open mouth.)

Stoptime

(The view resolves into a length of purple fabric with paper patterns laid over it. Scissors snip between them, revealing Twilight holding a pincushion in her teeth and with a pattern laid over her rump; Pinkie then marks a couple laid on her.)

Rarity:        Piece by piece, snip by snip, croup, dock, haunch, shoulders, hip

(Fabric unrolls over the screen and is ironed; the steam clears to show her.)

                Bolt by bolt, primmed and pressed, yard by yard, always stressed

                And that’s the art of the dress

Normal rhythm resumes as she holds out the last note to end the song

(Zoom out to an overhead shot, framing the supplies, implements, and overturned mannequins that litter the floor. In close-up, she keels over with an exhausted moan, the camera zooming in on a sketch taped to the wall behind her. It illustrates the dress first seen in the prologue, which she had been designing for herself. She winds up lying at the base of the mannequin on which the half-finished garment rests; Opal is on its head. On the next line, zoom out to frame silhouettes of the other mannequins; the outline details give hints of the new dresses.)

Rarity: Oh, Opal, these are the ugliest dresses I’ve ever made.

(She sighs sadly. Fade to black.)

(Fade in to a close-up of her.)

Rarity: Okay. I did exactly what each of you asked for. Now don’t hold back.

(Cut to the other five, lined up and staring ahead incredulously, and zoom out to frame the silhouettes—which Opal is now hissing at. The gear has now been moved down to the ground-floor showroom of the Carousel Boutique.)

Rarity: (from o.s.) Let me know what you really think.

(In close-up, the fussy cat swipes at the hem of Twilight’s star-studded gown, then crosses to a pair of yellow galoshes on another set of hooves—for Applejack—and makes as if shoving a paw down her throat to vomit. These actions occur during the next four lines, which overlap somewhat and are all delivered o.s.)

Twilight: Oh, my!

Fluttershy: It’s perfect!

Rainbow: It’s cool!

Applejack: Why, they’re the best duds I ever did see. (Cut to the five and zoom in.)

All five: It’s exactly what I asked for! (Rarity sighs, relieved, Twilight walks up to her.)

Twilight: Thank you, Rarity. (Pinkie hops over with a little gasp.)

Pinkie: Are you as happy with them as we are? Huh, huh, huh?

Rarity: (as Pinkie backs off) Well, I’m…happy that all of you are happy. I’m just relieved to finally be done.

(Her fixed grin becomes slightly unsettling as the moment drags on a bit too long; it is broken by the sound of the front door opening. Cut to it, where Spike has just entered and is trying to catch his breath. It takes him a moment to get enough air into his lungs to speak.)

Spike: You are never gonna believe this! You’ve heard of Hoity Toity?

Twilight: The bigwig fashion hotshot in Canterlot?

Spike: Uh-huh! He heard about your fashion show—well, maybe I happened to mention it to him. He’s coming here, all the way from Canterlot, to see your work, Rarity! (Applejack’s eyes pop.)

Applejack: Whoa, Nelly! You could sell a ton of dresses to this guy!

(Cut to a shot of the five customers facing Rarity and zoom in, putting Applejack o.s. during the next line.)

Applejack: Your business will be boomin’! (The zoom continues, putting the others o.s. as well. Next four lines overlap.)

Rainbow: That’s so cool!

Fluttershy: Yeah!

Pinkie: I can’t believe it!

Twilight: Amazing!

Rarity: (uneasily) Hoity Toity? He’s coming here? To see these dresses? (Cut to Spike.)

Spike: Yep. Get ready for all your dreams to come true.

(On the end of this, cut back to the harried fashion maven, whose eye begins to twitch uncontrollably at this news.)

(Dissolve to a long shot of the Carousel Boutique exterior. It is now nighttime. A runway has been set up, leading from the front door—which now has a set of elaborate curtains set up across it—to a small stage on the lawn. Within seconds, a dense crowd of ponies gathers for the fashion show; Opal peeks out from the curtain, the camera zooming in on her, and Rarity puts her head out as well. She has put away her glasses and measuring tape, but her mane is still very much out of order.)

Rarity: Oh… (Sharp gasp.) There he is!

(Cut to a dark blue-gray earth pony stallion making his way through the crowd. He wears white jacket lapels edged in black and secured with gold studs, a dark magenta ascot, and mirrored sunglasses. His long mane and tail are striped white/light gray and carefully styled, the former tied in a loose ponytail that hangs forward over one shoulder, and he has a folded paper fan as a cutie mark. Hoity Toity’s passage prompts hushed murmurings from the onlookers as he comes to the edge of the stage. Clapping his front hooves, which are clad in white shirt cuffs, brings another stallion up to nose a cushion into place. Hoity brings his haunches down a bit too quickly, though, and the servant gets most of his face squashed into the ground. The cuffs are also secured with gold studs.)

(At the opposite end of the action, Rarity takes a few deep breaths to try and settle herself.)

Rarity: Okay…relax, Rarity…your friends like their outfits, and so will he.

(The lights dim, prompting her to cry out in fear.)

Rarity: What’s wrong with the lights? (calming down) Oh, yes, that means the show’s starting. Good.

(She pulls her head back through the curtain. Cut to a close-up of a DJ’s turntable, behind which an off-white pony’s body can be seen, along with a musical-note cutie mark and the end of a long unruly mane striped in light and electric blue. The needle is levitated to rest on one of the records as the camera zooms out to frame the pony: a unicorn mare whose entire mane and tail show the striped blues, and whose eyes are hidden behind violet sunglasses. This is DJ P0N-3, who nods her head in time with the music’s soft groove. Above the runway, one spotlight in a cluster fixture snaps on, followed by the rest of them; the glare completely whites out the screen.)

(A close-up profile silhouette of Spike, holding a microphone, fades into view.)

Spike: (dramatically) Since the beginning of time, the elite of Equestria have longed for pony fashions that truly express the essence of their very souls.

(During the latter part of this line, the runway and crowd fade into view behind him. The camera cuts to a long overhead shot, with spotlights roving here and there.)

Spike: (from o.s.) Patiently waiting decades—no, centuries—for the perfect pony gown. (Slow pan toward the building.) Today at long last, Equestria, your wait is over. (Ground level, pointing at the curtains.) Let’s hear it for the breathtaking designs of Ponyville’s own…Rarity!

(On this last sentence, the camera zooms in and the curtain goes up to expose the silhouettes of five ponies, standing before a backdrop that depicts Rarity’s eyes framed by a curly lock of her mane. The latter is shaped to resemble a capital letter R without the vertical stroke at the left. The lights come up on Spike’s last word to fully illuminate her five friends—Fluttershy and Rainbow hovering the other three. Twilight: purple gown, decorated with sun, moon, constellations, covering everything except head and tail. Star earrings, brooch, and tail clip, with a blue-green collar and bow on the tail, and a headdress consisting of stars on antennas. Pinkie: green blouse, with a huge, pale yellow bow at her neckline and a ruffled, light blue skirt that resembles a ballerina’s tutu. Yellow bows on all four hooves, a cupcake-shaped hat, and a bunch of balloons tied to her tail. Applejack: a getup that resembles a pair of denim overalls in front and a garishly checkered horse blanket in back, with patches and small saddlebags. She wears four yellow galoshes, a green bandana, and a bright red ten-gallon hat whose band displays a green apple. Fluttershy: voluminous, light green, flower-patterned cape with a darker green hem, huge flower collar, green shoes, hat styled as a bird’s nest complete with eggs and stand-up flowers. Rainbow: gold-trimmed, lightning-bolt-topped helmet whose rainbow-striped crest is swept straight back from her head, and four winged gold sandals with rainbow leggings. She wears a red collar secured with gold clips to a small triangular saddle/blanket piece on her back that displays a cloud and lightning bolt.)

(Their advance onto the runway is marked by a collective gasp and shocked murmurs from the audience—Twilight, Applejack, Fluttershy, Rainbow, Pinkie, in that order. Cut to a slow pan across the onlookers, who react with varying degrees of revulsion, then to the five models on the stage. Applejack is first to catch on to something being amiss, as seen in a close-up.)

Applejack: (softly) Why’s everypony lookin’ at us like that?

(Pan to Twilight, who eyes her own clothing with sudden concern.)

Twilight: Oh, dear.

Rainbow: (to Applejack) You think we overdid it?

Applejack: Nah.

(But she immediately has second thoughts upon eyeing those four thick-soled galoshes—and the other four soon begins to share her sentiments.)

Applejack: Okay. Maybe a little.

(Head-on view of Hoity, the camera set just above stage level; as he speaks, it rotates to bring one pony at a time in front of him. His voice carries an accent similar to that of an upper-crust New York resident, informally known as “Long Island Lockjaw.” The music stops.)

Hoity: Oh, those amateurish designs look like a piled-on mishmash of everything but the kitchen sink!

(Laughter from the crowd as the camera cuts to the patch of floor at Rarity’s hooves. Sitting here is an actual kitchen sink, which she nudges back and out of view. Zoom out to frame both her own cringing expression and Opal, who also sits near her.)

Hoity: It’s a travesty, it’s what it is. Those outfits are the ugliest things I’ve ever seen, oh, for shame! Who is responsible for subjecting our eyes to these horrors—not to mention wasting my valuable time?

Rarity: Oh! (small voice, shivering/hunching behind Opal) Hide me.

(Spike jumps out onto the runway and beckons toward the backstage area.)

Spike: Come on out and take a bow, Rarity! You worked really hard for this. (She emerges, head hung low, as he applauds.) Yes! All right! Woo-hoo! Go, Rarity!

(The spotlight follows her long, lonely procession down the runway and past the murmuring spectators. On the still-rotating stage, one face after another begins to fall at the realization that this show has become a public train wreck. Fade to black.)

Act Three

(Opening shot: fade in to the hallway outside the closed door of Rarity’s upper-story room in the Carousel Boutique. Her five models approach, now out of their dresses, and Pinkie knocks.)

Pinkie: Rarity? You okay in there? (putting ear to door) You haven’t come out for days.

Rarity: (from inside) I’m never coming out! (Pinkie backs off.) I can’t show my face in Ponyville ever again!

(Cut to inside the room. The distraught unicorn advances into view, now wearing a pink robe and with her mane a tangle of random curls. Her front hooves sport pink bedroom slippers.)

Rarity: I used to be somepony. I used to be respected. I made dresses—beautiful, beautiful dresses. But now everypony is laughing at me. I’m nothing but a laughingstock! (Outside, her sobbing is heard; Twilight addresses the door.)

Twilight: You’re not a laughingstock, Rarity.

Rainbow: (to her) She kind of is!

Twilight: Shh! (to door) Come on out and talk to us.

(Inside, Rarity throws herself across the bed on her back.)

Rarity: (sobbing) Leave me alone! (like Greta Garbo) I vant to be alone! (to normal accent) I want to wallow in…whatever it is that ponies are supposed to wallow in! Do ponies wallow in pity? Oh, listen to me! I don’t even know what I’m supposed to wallow in! (sobbing harder) I’m so pathetic!

(In the hall again; now all five are at a loss.)

Twilight: Now what do we do?

Fluttershy: Uh, panic?

Rainbow: That’s your answer for everything!

Applejack: (gesturing toward the o.s. door) Well, we can’t just leave Rarity like this.

Pinkie: She’ll become a crazy cat lady!

Twilight: She only has one cat.

Pinkie: Give her time…

(The take-charge unicorn’s next move is to put an eye to the keyhole. A cut to her perspective and slow pan exposes the stripped mannequins, the rack of materials, and Rarity’s own half-finished gown still on its dummy, its sketch still tacked to the bulletin board.)

Twilight: Hmmm…

(Dissolve to Rarity standing resignedly before her mirror.)

Rarity: Exile. I guess technically I’d have to move away to live in exile. (Close-up of her reflection.) Where would I go? And what would I pack? Oh, it’s going to take me forever to do all of that packing. What are you supposed to pack when you go into exile? Are you supposed to pack warm?

(Her wallow in the pity pool is interrupted by a loud, frightened meow from o.s.)

Rarity: Huh? Opal?

(The meow repeats itself as she walks o.s. Cut to outside the upper-story window, which she opens for a better view. After a panicked look left and right, the camera pans to follow her gaze to a nearby tree branch; Opal is here, shaking like a leaf and keeping a death grip on the wood. It is daytime.)

Rarity: Opal, how did you get up there? Hang on, you poor dear. Mama’s coming!

(Ducking back inside, she bursts out through the front door an instant later, only to skid to a stop with a huge gasp. The next shot frames more of the tree’s upper branches and shows Rainbow sitting on one not far from the cat, who tosses a slightly vexed glance her way. Zoom out to frame Rarity staring up at both of them.)

Rarity: Rainbow Dash? How dare you strand my poor Opal in a tree! (Close-up of Rainbow.)

Rainbow: Well, how else were we gonna get you out here to show you this?

(She glances toward the ground on “this,” the camera quickly following her eyes down to the other four. They are doing their best to block the view of a mannequin that is tricked out in the dress Rarity had been designing for herself, but much of it can still be seen over their heads. They back away to let her have the complete view: full two-layer magenta skirt trimmed with jewels and light yellow sashes; a lighter shade on the blouse; deep magenta collar, cape trim, and foreleg sleeve cuffs; additional yellow trim at the collar; gold tiara with jeweled earrings.)

Rarity: (stammering) What is it…it’s not…you… (Lung-inflating gasp.)

Pinkie: We all finished your dress for you!

Applejack: Thanks to Fluttershy’s freaky knowledge of sewin’.

Fluttershy: (blushing) Do you like it?

Rarity: (listlessly) Like it…

(She walks cautiously around to see the outfit from the back side.)

Rarity: (some life in her voice) Like it…

Fluttershy: Uh-oh. She doesn’t like it.

Rarity: (normal tone) No, I don’t like it.

Twilight, Applejack, Fluttershy: Pinkie: Awww…

Rarity: I love it!

Twilight, Applejack, Fluttershy, Pinkie: Yay!/Yahoo!/Yay!/Yay!

Rarity: You ponies did an amazing job! It’s exactly the way I imagined it! (Cut to Fluttershy.)

Fluttershy: We just followed your brilliant design. (Pan to Twilight.)

Twilight: Like we should’ve let you do for our outfits. Those first dresses you designed were perfect.

Pinkie: We’re so super-sorry. (Rainbow flies down, with Opal on her back.)

Rainbow: You worked really hard to make our dresses exactly the way we wanted them—and we all saw how well that turned out. (Rarity moves close so Opal can jump to her.)

Rarity: Oh, I forgive you.

Applejack: Well, that’s mighty big of you.

Rarity: (distraught, hoof to forehead) But my whole career is still ruined!

Applejack: Oh. Right. That.

(Twilight turns her attention away from the tableau. Pan to follow her eyes toward the corner of the building, where Hoity is standing.)

Twilight: Maybe not.

Hoity: All right, I haven’t got all day.

(Dissolve to a close-up of Opal, who is batting the curled end of the style expert’s ponytail like a ball of yarn. A longer shot frames the two in the Carousel Boutique’s showroom, with Rarity—now properly groomed and out of her robe—facing them uncertainly. Behind the three, a closed curtain has been set up.)

Hoity: Take two!

(He tosses his head back on these words, startling Opal into leaving his mane alone. Rarity looks across the room, the signal for Spike to close the window drapes. Fade to black.)

(Fade in to a close-up of Rarity, eyes closed and horn blazing, and zoom out. She takes a few steps forward, away from the curtain, and the screen fills with purple light around her. Hoity gasps softly at the sight; when the view clears, it has shifted to a night sky filled with flying stars. Several of these settle onto the hem of Twilight’s first dress in close-up, with four light-blue shoes visible beneath it—a detail not seen on its mannequin earlier. Zoom out to frame all of her, turned mostly away from the camera; she rears up briefly, pivoting to face front and put herself in profile as fireworks burst behind her.)

(The background dissolves to the showroom and the opened curtain that surrounds Twilight.)

Hoity: (from o.s.) Hello… (Cut to him, lowering his sunglasses.) …oh, this can’t be the same designer.

(The movement exposes a pair of blue eyes behind the mirrored lenses. The dress hem waves across the view, one of its stars flying loose and growing to flood the screen with white. Fade in to the brilliant sun in a clear blue sky and zoom out to frame it shining over Sweet Apple Acres. A pan across the laden trees brings one sparkling red apple into full focus; it is quickly lassoed, pulled loose, and whipped away. The other end of the rope is in Applejack’s teeth, and she lets it go as the background becomes a light green checked pattern accented with red apples. After a quick rear-up, she crosses one foreleg over the other and smiles with narrowed eyes, showing off her original outfit. Her mane and tail have been braided.)

Hoity: (from o.s., as curtain dissolves into view around her) Simply magnificent! (Cut to him.) And I suddenly have a fierce craving for some Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler…

(A mass of pink clouds moves into view, blocking him out. Candies of all sorts begin to rain down, and candy corn kernels and lollipops settle onto the lace trim around the blue/white-striped vest of Pinkie’s original dress. The pink bow drops neatly into place on her pillbox hat; in extreme close-up, she sticks out her tongue to catch a gumdrop and eats it blissfully. Zoom out to frame her, standing in a meadow amid confections that seem to have sprouted up from the grass. She wears pink, blue-bowed shoes on all four hooves rather than the two on the mannequin. As she beams for the camera, the scenery dissolves to the open curtain. Back to Hoity.)

Hoity: Brilliant!

(An o.s. lightning strike nearly sends his shades flying off his head; cut to it—cycling quickly through the colors of the rainbow. When it lets up, a wisp of smoke floats into view and crosses the cloudless sky toward the sun; once it gets there, it and the heavenly body both vanish to leave the sky gray. Shafts of light in different hues pierce the gloom one by one and blend to form a rainbow, which resolves into the billowing, cloud-trimmed train of Rainbow’s first-run outfit. She flies confidently along, her mane tied back as in the sketch Rarity used for the design work, and glides to a stop as the curtain dissolves into view around her. Cut to Hoity.)

Hoity: Oh, spectacular!

(He is caught off guard by the green tendrils that snake up from below. The rest of the view fades away as these begin to sprout leaves and burst into bloom; the flower petals then fall away at once and become a shower through which butterflies flit here and there. One comes to rest by Fluttershy’s ear and the flowers woven into her mane, becoming an earring, and the camera backs up to frame her standing demurely amid the flowers in her Mark I dress. She now wears green sandals on all four hooves, but only the front ones have the vine-like straps seen when the dress first appeared. The curtain dissolves into view around her. Cut to Hoity.)

Hoity: (clapping) Now this is a fashion show! Oh, these dresses are absolutely amazing! (looking around) Who is responsible? Step forward, show yourself!

(A blaze of light from o.s. forces him to shield his eyes. It is coming from Rarity’s horn, and a zoom out reveals that she has donned her own dress, tied her mane as in her sketch, and taken a position alone before the closed curtain. Her horn throws spots of light on the walls and floor that dance like the reflections from a disco ball. These die down as the curtain opens to reveal the other five ponies, who hold their places as she steps proudly to the edge of the floor.)

Hoity: (from o.s.) Brava! Brava! (Cut to frame him, her, and Opal; he claps wildly.) Magnifico! Encore!

Rarity: Oh, thank you! Thank you! Oh, thank you so much!

(Around her, the scenery dissolves to the normally lit showroom. The curtains have been put away, and Pinkie and Rainbow are talking behind her. All six ponies are still in their dresses.)

Twilight: (from o.s., dictating) “Dear Princess Celestia…” (Rarity walks o.s.) “This week, my very talented friend Rarity learned that if you try to please everypony…” (Slow pan; Applejack and Fluttershy are talking.) “…you oftentimes end up pleasing nopony, especially yourself.” (Cut to her.) “And I learned this.”

(Longer shot; she is dictating to Spike, who stands on a vanity’s seat to write the message.)

Twilight: “When somepony offers to do you a favor—” (eyeing her own dress) “—like making you a beautiful dress, you shouldn’t be overly critical of something generously given to you. In other words, you shouldn’t look a gift horse in the mouth.”

(She laughs to herself, and Spike rolls up the scroll and hits it with his fire breath to send it on. The smoke drifts out the window and past Hoity.)

Hoity: (crossing to Rarity) Rarity, my congratulations to you on a most impressive fashion debut. (Cut to her; he continues o.s.) Would you do me the great honor of allowing me to feature your couture in my Best of the Best Boutique in Canterlot?

(Her eyes steadily widen as these words make their way from ear to brain, and she gasps ecstatically after the last of them. Cut to him.)

Hoity: Now, I’ll need you to make a dozen of each dress for me by next Tuesday.

(Back to her on the end of this. Her joyful reverie goes straight out the window when these words make the trip from ear to brain—seventy-two dresses that quickly? The only response she can muster up is a combination of a gasp, a twitchy eye, and the sort of unstrung giggle that might turn into a crying jag at any moment. Snap to black.)

[Note: These dresses can be briefly seen during “Swarm of the Century,” when the Carousel Boutique is overrun by parasprites. This fact suggests that the latter episode, four spots earlier in the broadcast order, takes place after it chronologically.]

FEELING PINKIE KEEN

Written by Dave Polsky

Produced by Sarah Wall

Story editing by Rob Renzetti

Supervising direction by Jayson Thiessen

Co-directed by James Wootton

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to an overhead shot of Ponyville during the day. The camera, set somewhat above the town square pavilion, zooms in on the area beyond it, where two tiny figures can be seen on a hill between some houses. A dissolve to a close-up reveals them to be Twilight Sparkle and Spike. The baby dragon has a rock balanced on his head, some leaves around his neck, and a twig in his hand like a cane; the unicorn aims her glowing horn at him, strain showing on her face. A quick poof turns the leaves into a black tuxedo jacket and ruffled white shirt with a red bow tie, and a second one leaves him holding a gold-headed walking stick instead of a twig. He looks back over his shoulder with slight trepidation.)

Twilight: Eyes over here, Spike!

Spike: Uh, sorry. (She goes back to it.)

Twilight: For this to work, it’s crucial we keep our concentration totally on the—

(Close-up of him during this line; the rock bobs up off his head and changes into a glossy top hat. He is promptly distracted by Pinkie Pie’s voice, coming from the vicinity he glanced toward.)

Pinkie: (from o.s.) Ooh!

(The brand-new headwear promptly resumes its rock-like qualities and drops squarely on Spike’s noggin, smashing him down o.s. By the time he hits the ground, his tux and stick have turned back as well.)

Twilight: (annoyed) Spike! This magic needs our full attention to make it happen! (Something is heard zooming around o.s.) There’s no other way!

Spike: I can’t help it! (gesturing her to him) Look!

(The something is the hyperactive pink pony, who sticks her head—covered by an umbrella hat—out from behind a tree and dashes into some bushes. Next she ducks underneath a porch, risks a peek, and zips away to a rock. As Twilight and Spike look on, totally bewildered, she lifts it up off herself and darts away, letting it slam back down. Twilight sighs impatiently.)

Twilight: Never mind her. She’s just being Pinkie Pie.

Spike: (scratching his head) Super-extra-Pinkie Pie today.

(Pinkie’s next move is to tiptoe across the green space between two houses; before she gets clear, though, she stops stock-still and her tail begins to twitch. She eyes it as if it were a rattlesnake about to strike.)

Pinkie: Huh…twitchy twitch-a-twitch-a-twitch. (It settles down; Twilight and Spike approach.)

Twilight: Pinkie Pie, what in the wide wide world of Equestria are you up to?

Pinkie: Oh, it’s my tail! (putting it in Twilight’s face) It’s my tail!

(Close-up of the latter, who has to raise her head and push the magenta fluff down with a hoof.)

Pinkie: (from o.s.) It’s a-twitch-a-twitchin’! (turning around to face her) And you know what that means! (Long pause.)

Twilight: Actually, Pinkie, I haven’t the slightest idea.

Pinkie: (dropping into a huddle) The twitchin’ means my Pinkie Sense is telling me that stuff’s gonna start falling! You two better duck for cover! (Twilight and Spike trade a smile.)

Twilight: Oh, Pinkie, it’s not gonna rain. Why, there’s barely even a cloud in the—

(She never gets to finish that thought due to the frog that sails into view and lands squarely on her face. It gives her a loud, cheerful ribbit as Pinkie stands up.)

Pinkie: He just said “nice catch” in Frog.

(It repeats itself while she smiles and the catcher grimaces mightily. Snap to black.)

OPENING THEME

Act One

(Opening shot: fade in to the three plus the new arrival, which is still plastered across Twilight’s face. They look upward at the sound of the next words.)

Fluttershy: (from o.s.) Oh, I’m so, so sorry.

(Cut to her, hovering some distance up. She is toting saddlebags full of frogs, carrying a basket on one foreleg, hauling a cartload, and letting one extra ride on her head.)

Fluttershy: You okay, Twilight Sparkle? I just couldn’t stand to see the pond getting so overpopulated, what with the frogs all hopping into each other and all— (Ground level; she continues o.s. Twilight’s frog climbs down her mane.) —so I decided to fly as many as I can on over to Froggy Bottom Bog.

Twilight: (levelly) Of course you did. (Fluttershy gets the basket handle in her teeth.)

Fluttershy: Bye-bye!

(Off she goes with her croaking cargo. The dropped frog is now hanging onto Twilight’s cheek.)

Pinkie: Um, Twilight? You got a little something on your face there.

Twilight: (sarcastically) Oh, really? Did your Pinkie Sense tell you that too?

Pinkie: Nah. I could just see it.

(She trots off, singing to herself; the frog takes its leave of Twilight, launching itself with enough force to set her whole head vibrating for a moment.)

Twilight: Come on, Spike. (walking off; he follows) Let’s continue our practice session where there’s a little less commotion. (He jumps on her back.)

Spike: Wow! That was amazing! Pinkie Pie predicted something would fall, and it did!

Twilight: Oh, come on. She said something would fall, and a frog just happened to fall right around the same time. A coincidence. Nothing else to it.

(Pinkie rockets into view from behind and hops frantically in place with her tail vibrating, then stands on her forelegs.)

Pinkie: My tail, my tail! Twitch-a-twitch! (Close-up of it; she continues o.s.)  Twitch-a-twitch! (Cut to Twilight and Spike; he looks fearfully around.) Something else is gonna fall!

(Cut to frame all three; the umbrella-hatted pony collapses onto her haunches as Twilight walks away, carrying Spike.)

Twilight: Oh, Pinkie, please. (Close-up.) Nothing else is gonna faaaAAAAAA—

(This time, she gets cut off by suddenly dropping o.s., leaving Spike hanging in midair. A thud and grunt mark her landing, followed by Spike’s fall to end up with just his head in view. In a longer shot, she has fallen into a ditch and landed on her back, knocking herself silly; he has landed at its edge.)

Spike: Oh, no! Twilight fell! (Pinkie walks up; he addresses her.) Is it…safe to go help her?

Pinkie: It’s okay. (swishing her tail) My tail’s stopped twitching.

(With a toss of her head, she relieves herself of the umbrella hat and trots away singing. Spike regards her and the dropped headgear, then peeks into the ditch with a laugh. Twilight is growling quietly and working her way back up to vertical.)

Spike: That was amazing!

Twilight: Oh, please.

Applejack: (from o.s.) Uh, Twilight? (Cut to her, now at the ditch’s edge.) Why are you hangin’ out in a ditch?

Spike: Because Pinkie Pie predicted it! (Surprise from Applejack; Twilight peeks up.)

Twilight: Honestly, Spike, she did not. Two coincidences in a row like this may be unlikely, but it’s still easier to believe than twitchy tails that predict the future. (She swishes her own at the proper moment to make the point.)

(Applejack manages to voice an unnerved gasp and neigh at the same time.)

Applejack: Twitchy tail? (rearing up) Pinkie Sense?

(She dashes away and takes cover beneath a nearby produce cart, pulling her hat down tighter with a scared moan before Spike crosses to her.)

Spike: Don’t worry, it’s safe. The prediction already came true. (Twilight climbs out.)

Twilight: Oh, wait. Don’t tell me you believe in this stuff too. (Applejack emerges.)

Applejack: I know it doesn’t make much sense, but those of us who have been in Ponyville a while have learned over time that if Pinkie’s a-twitchin’, you better listen.

(Right on cue, she shows up; this time, though, her ears are doing the mambo.)

Pinkie: My ears are flopping, my ears are flopping! (Spike recoils in terror with a cry.)

Spike: What does that mean?

Pinkie: (to Twilight) I’ll start a bath for you.

Twilight: Huh? (laughing; Spike and Applejack back up) A bath? This thing keeps on getting more ridiculous by the minute!

(The fact that she actually finished this bit of criticism does not stop another calamity from befalling her—in this case, being splattered with mud thrown up by a passing hay wagon. She sinks to her haunches with an infuriated groan.)

(Dissolve to a full, sudsy bathtub in which the befouled unicorn’s head can be seen above the bubbles. She blows some of them away as Pinkie emerges from behind its curtain, a bottle of bubble bath soap balanced on her head. The candy/sweets print on the curtain, and the candy-cane striping of its rod, give this room away as being in Sugarcube Corner.)

Pinkie: So basically, it works like this. (She sets the bottle down by the sink.) I get different little niggly feelings and they mean different things. (demonstrating) Like when my back is itchy, it means it’s my lucky day. And when my knee gets pinchy, that means something scary’s about to happen.

Twilight: Is your knee pinchy now?

Pinkie: (working a foreleg around) No, but my shoulder’s achy. That means there’s an alligator in the tub. (plunging head into suds) Look!

(It takes her an instant to come up with a small one that has impossibly blue-violet eyes. The sight of this creature freaks Twilight out so badly that she jumps out of the tub with a cry and balances all four hooves on its far edge.)

Twilight: How come your knee didn’t get pinchy? (as Pinkie sets the alligator down) That isn’t just scary, it’s downright dangerous! (Cut to Pinkie.)

Pinkie: No, it’s not, silly! This is my pet alligator Gummy. (Open mouth, exposing toothless gums.) He’s got no teeth! (He nips her foreleg.) See?

(Neither this nip, nor the ones that follow to her mane and tail, has any ill effects, and she even giggles as he plies his gums on her.)

Twilight: (from o.s.) Okay, okay. (Cut to frame both ponies.) I get it.

(Dissolve to outside the front door of Sugarcube Corner, from which the two ponies are headed away. Evidently the bathroom is on an upper floor of the building. Twilight is clean and dry.)

Twilight: Well, I still don’t believe all this “special power” stuff. It’s just a bunch of mumbo-jumbo.

Pinkie: What’s not to believe? You do magic. (Twilight stops, surprised; she goes on.) What’s the difference?

Twilight: Huge!

(She gallops to catch up, finding Pinkie stopped at a well near a cart selling cleaning products. A crate sits on the ground between the two.)

Twilight: For one thing…

(Pushing the items on the crate off to one corner, she climbs atop it—literally getting on a soapbox—and clears her throat.)

Twilight: …magic is something you study and practice. It only happens when you decide to do it, and it’s meant to make something specific, that you choose to happen, happen! (Cut to Pinkie; she continues o.s.) With you, uh…it makes no sense at all!

Pinkie: That’s so not true, Twilight. (brightening; zoom out to frame Twilight) Sometimes it’s a bunch of random things happening to my body at random times that supposedly predict the future. I call ’em “combos.”

Twilight: (jumping down, walking o.s.) “Combos”? (Pinkie hops after her toward the library.)

Pinkie: Sure! You know, like ear flop, then knee twitch, then eye flutter?

(She shows off each movement in the sequence as she names it.)

Pinkie: That means the sky is about to be graced with a beautiful rainbow.

Twilight: Yeah. Sure. (She heads for the door.)

Pinkie: Uh-oh. I feel a combo coming on. (It goes off, step by step.) Ear flop…eye flutter…knee twitch!

(The bookworm unicorn just throws a skeptical glance back from the library doorstep. She then gets the entire door thrown at her—more precisely, slammed into her face by Spike, who backs out with a stack of books. When it swings shut, she is seen to be squashed flat across its woodwork, from which she slides down with a pained moan to wind up in a heap on the doorstep.)

Twilight: (moaning woozily) You said that combo meant “beautiful rainbow.”

Pinkie: Oh, no, no, no, no, no. (acting out) You’re thinking of an ear flop, then knee twitch, then eye flutter. This was an ear flop, then eye flutter, then knee twitch. That usually means “look out for opening doors.” You okay? (Twilight gets up.)

Twilight: (frustrated) I don’t believe this! (Pinkie gets in her face.)

Pinkie: You don’t believe because you don’t understand. (She backs off.)

Twilight: Hmmm…

(Dissolve to a close-up of a bubbling flask in a rack, then pan/tilt down to frame a roomful of laboratory equipment. Stairs lead down into this area, whose root-covered ceiling gives it away as being underground. The color of the walls and floor is the same as that in the library, suggesting that the lab may be in its basement. Pinkie stands on her hind legs behind a console, resting her forelegs on it and wearing a helmet covered with diodes. Near her is a strip chart recorder that has been hooked up to the console; Twilight grips one last wire in her teeth and plugs it into the helmet. As the diodes wink to life, she throws a burst of telekinesis at two clamps on the console, causing them to flip shut on Pinkie’s forelegs and hold her in place.)

Twilight: Okay. Now when you get another twitch— (The recorder starts cranking out graphs and chuffing steam.) —we’ll have all kinds of scientific information.

Pinkie: (cheerfully) Okey-dokey-lokey!

(Her expression rearranges itself into stoic composure as she stands there and Twilight watches both her and the chart. Nothing happens for several seconds, except for the periodic puffs of steam coming off the recorder.)

Twilight: Any twitches yet?

Pinkie: (cheerfully) Nopey-dopey!

(Nothing persists in happening for several more seconds, with the side effect of making Twilight slightly impatient.)

Twilight: Now? Anything? (Pinkie concentrates for a moment.)

Pinkie: Wait! Hold on! (Zoom in on her.) Uh, no.

Twilight: Are you kidding me? After a whole day of nonstop twitching, now that I’ve got you all hooked up, you’re not getting a single one?

Pinkie: I don’t control it. They just come and go.

Twilight: That makes no sense!

Pinkie: Sometimes you just have to believe in things, even when you can’t figure ’em out. (Twilight gets in her face.)

Twilight: I will not believe in anything I cannot explain.

Pinkie: Wait! Hold on…I’m feeling something…

Twilight: Oh my gosh! (looking at chart) What? What is it?

(The answer: a loud grumble from Pinkie’s gut.)

Pinkie: It’s my tummy! That usually means I’m hungry. Let’s eat! (Loud groan from Twilight.)

Twilight: You know what?

(The exasperated scientist yanks the wires out with her teeth, shutting down the entire rig, and spits them away.)

Twilight: Just forget it! I don’t need to know if this is real or not. I don’t need to understand it. I don’t even care!

(She walks off, and Pinkie pulls her forelegs out of the clamps and flips the helmet off her head.)

Pinkie: Okey-dokey-lokey!

(She hops past Twilight and up the stairs leading out of the lab. Tilt up quickly to the closed exit door; as they approach it, she goes rigid with a little gasp and backs away.)

Pinkie: Uh-oh.

(A combo hits her—ear flop, eye flutter, knee twitch—that causes her to gasp loudly and jitter backward. Twilight, at the door, has just enough time for one glance at her before it is flung open, smashing her for the second time in two minutes. Spike is on the other side; he addresses himself to Pinkie, who hops merrily along the path.)

Spike: Pinkie, have you seen Twilight?

Pinkie: (hopping through door) Uh-huh.

(He does not find the unicorn until the door swings shut, with her again pounded flat on the boards.)

Spike: Twilight? What are you doing back there?

Twilight: (groaning, with effort) Did you two plan this?

Spike: Plan what? (She pops loose and thuds down with a louder groan.)

Twilight: This is ridiculous! This can’t be happening! This makes no sense! (determinedly) I have to figure this out.

(Snap to black.)

Act Two

(Opening shot: fade in to a scrolling view of afternoon sky. A frog croaks as it is lifted into view atop Fluttershy’s head in close-up; it smiles and points ahead, and the camera cuts to frame the flying pegasus and her passengers. In a still-longer shot, she descends toward a broad stretch of swampland—this must be Froggy Bottom Bog, the destination she mentioned in Act One.)

(Wipe to the fountain in the park outside Ponyville proper. Pinkie hops along, giggling to herself, and stops to smell a flower.)

Pinkie: Mmmm!

(As she resumes her cheerful travels, a bush rises clear of the ground and begins to follow her, moving under the power of four violet legs. Once it settles down, a pair of binoculars pokes out of the leaves; cut to Twilight’s perspective through them, focusing and zooming in on Pinkie, then back to her. She has donned a pith helmet and stuck a pencil in her teeth, and she quickly ducks behind the bush. The binoculars and a notepad both rest on the ground, and she levitates the pencil to write, taking a cautious peek over the shrubbery as she does so.)

Spike: (from o.s.) Twilight?

(She leaps straight up with a frightened scream and thuds down by the bush; Spike, now standing nearby, gets yanked back there in a hurry with a yell of his own.)

Twilight: Honestly, Spike, don’t you know better than to sneak up on ponies?

Spike: Oh, sorry, but… (She peeks up.) …um, well, isn’t that what you’re doing?

(He looks over the bush as well; she gasps and tackles him to the ground.)

*** All lines marked with an asterisk are delivered in hushed tones. ***

* Twilight: No… (peeking through bush) …I’m doing scientific research. I’m observing Pinkie Pie, scientific name Pinkius pieicus, in its natural habitat. (Spike peeks through.)

* Spike: Pinkius who-icus? (Both duck down; cut to inside the bush.)

* Twilight: There’s something fishy going on with the whole twitchy prediction thing, and I’m getting to the bottom of it. So, shhh!

(He acknowledges with a finger to his lips. Outside the bush again; she puts her head up and spots Pinkie at a distance, hopping along.)

* Twilight: Come on! (She ducks back in and lifts the bush.) Pinkius pieicus is on the move!

(The little dragon’s legs are too short to touch the ground, so he treads air while she moves the greenery. Dissolve to the schoolhouse playground, where the goofy pink pony is rolling about on the grass and humming to herself, and zoom out as Twilight peeks up to scope the scene with binoculars. Her perspective, focusing in; Pinkie stands, scrunches up her face, and scratches her nose.)

* Twilight: Hmmm… (Behind the bush; she is framed from shoulders down as Spike takes notes.) …itchy nose.

(Back to the view of Pinkie, who suddenly gasps wide-eyed; zoom out and re-focus just in time to frame her zipping across the playground and huddling beneath an oversized horseshoe. Head-on view of Twilight, who lowers her binoculars.)

* Twilight: Aha! That makes no sense! (Cut to Spike; she continues o.s.) See? (leaning down to him) She’s hiding like something’s about to fall from the sky, but a twitchy tail means something’s gonna fall from the sky, not an itchy nose.

(Spike looks nervously overhead during this line, and Pinkie does the same a moment later, the camera tilting up toward the schoolhouse roof. A sizable swarm of bees flies out from behind a treetop and streaks toward ground level; back to Twilight and Spike—only one of whom is paying attention.)

* Twilight: This proves— (Spike gasps.) —perhaps conclusively, that— (He bails out with a yell; she looks up.) Spike! Where are you going? I’m trying to teach you the value of scientific obser—

(She gets no farther, as the swarm descends on the bush with enough ferocity to make it jump in place as Twilight gets stung again and again.)

Twilight: Ow! Ouch! Ow! Ooh!

(Dissolve to an extreme close-up of her raised binoculars and zoom out. Now wearing a plethora of Band-Aids as well as her pith helmet, she has moved operations to Sweet Apple Acres and is watching from behind a stack of hay bales next to the barn.)

* Spike: (from o.s.) What’s she doing now?

(On the end of this, cut to her perspective of Pinkie, who is smelling flowers in the orchard.)

* Twilight: Smelling a flower. (Cut to him on the ground beside her, taking notes.)

* Spike: Holy guacamole! I wonder what that means!

* Twilight: (lowering binocs) Probably that the flower smells good. (raising them) Wait! I’m getting something! Ear flop…eye flutter…knee twitch.

Spike: Hold on. (running off; she lowers binocs) You told me that’s the combo that says “watch out for opening doors”!

(Looking behind herself, Twilight takes note of a door whose top half is open and laughs dismissively. A camera shift reveals that he has taken cover behind a second stack of bales several yards in front of this one.)

Twilight: You really, really believe this stuff, don’t you? (She turns to the door.) Here. Let me show you there’s nothing to be afraid of.

(She props one foreleg on the edge of the closed lower half and smirks across the way.)

Twilight: You see? (trotting away; a ground-mounted hatch flips open) I promise you there’s nothing to fear from that—

(Not minding her step, she reaches the opening and drops out of sight, her helmet dangling in midair for a second before following her down. A close-up on the next line reveals a staircase leading into the depths, and a series of thuds marks her progress to the bottom.)

Twilight: Whooaa! (now out of view) Ow! Ow! Ow! Ow! (Final thud.)

Applejack: (from below) Twilight! You came to visit my new apple cellar! (Spike peeks down.) How nice!…Twi? You okay?…Uh, Twi?

(Dissolve to a profile close-up of a thoroughly exasperated unicorn and zoom out. The helmet and bandages are gone, but she is now sitting in a wheelchair with casts on both forelegs, which are propped on the back of a park bench. The binoculars are gripped in these, and traction wires are attached to the limbs, running up and o.s. Spike, standing next to her, squints ahead and then looks her way. In a longer shot, the wires are shown to run over a couple of pulleys attached to a framework above Twilight’s head and connected to a lever on the chair back.)

Spike: Here. Let me help you.

(A few pumps on the lever reel in the wires, lifting her forelegs to bring the binocs to eye level.)

* Twilight: Okay. Take this down. (Her perspective of Pinkie, with a…) Twitchy tail. (Cut to Spike.)

* Spike: Twitchy tail…

(He gasps and goes into a full-scale panic, throwing the notepad away and letting go of the lever.)

Spike: TWITCHY TAIL!! (Twilight’s forelegs fall and she drops her binoculars.)

* Twilight: Hush, Spike! We can’t let Pinkie know we’re here, remember?

Spike: Something’s gonna fall! Something’s gonna fall! Run for your lives! (He does so, whooping crazily.)

* Twilight: Ugh! Spike, honestly. You’re overreact—

(The prediction comes true, four times in five seconds; a flowerpot, anvil, hay wagon, and piano all crash squarely down on her head. Tilt quickly up from the pile of dust and rubble to a delivery truck floating in midair and pulled by two pegasi. At the tailgate, the foreman—khaki stallion, grizzled white mane/tail, crate cutie mark, cap, five o’clock shadow—glares at two others, while yet another crew member carries a box away. The two grin sheepishly at the apparent lapse of concentration that did all this damage; one of them gasps as well. She is the recurring background character Derpy Hooves: gray coat, light blond mane/tail, crossed amber eyes, cutie mark of several bubbles.)

(Wipe to Pinkie in the park, humming and licking at a spot on a front hoof, and zoom out as Applejack walks up with a basket of apples on her back.)

Pinkie: Hey, Applejack! Whatcha doin’?

Applejack: Takin’ more apples to my new apple cellar. How ’bout you, Pinkie? What you doin’?

Pinkie: Oh, letting Twilight secretly follow me all day without me knowing.

(Cut to a longer shot and zoom out as Twilight hobbles over to the pair. She looks very much the worse for wear after that four-way combo, and the casts are still on her forelegs.)

Twilight: You mean you knew all along?! Why didn’t you tell me?

Pinkie: (giggling) Silly, that would have spoiled the secret.

(Her huge smile is met by a series of contorted, lopsided grimaces and a groan as Spike pokes his head out from behind Twilight’s tail.)

Spike: (fearfully) Tail still twitching? (Pinkie looks at her own.)

Pinkie: All done. Clear skies from here on in, as far as I can tell.

(But now she pulls a new trick: her entire body jitters briefly. Spike ducks behind Twilight again as Applejack lets her basket fall.)

Spike: Oh, no! What does that one mean?

Pinkie: Don’t know. Never gotten any like it before. (Cut to Twilight and Spike; she continues o.s.) But whatever that shudder’s about, it’s a doozy! Something you never expect to happen is gonna happen!

(Another, longer shudder wracks her as all three watch.)

Pinkie: And it’s gonna happen… (Zoom in.) …at Froggy Bottom Bog! (Applejack gasps.)

Applejack: That’s where Fluttershy’s headed! (Spike peeks from behind Twilight.)

Spike: Oh, no! Is it about her?

Pinkie: Uh…I’m not sure.

Applejack: We’d better go and make sure she’s okay. (She gallops off.)

Twilight: Calm down, everypony. (Pinkie follows; Spike does the same as she continues.) All we know right now is that Pinkie Pie just got a case of the shivers. That’s all.

(She finally realizes that she has lost her audience, much to her discontent. The other two ponies, meanwhile, are making good time; Spike is slowly falling behind, but Twilight pulls up and slips her head underneath to flip him onto her back. She has completely recovered from her various injuries now.)

Spike: Hey! I thought you didn’t believe in this stuff!

Twilight: I don’t. I just want to be there to see the look on Pinkie’s face when we find out nothing’s wrong.

Pinkie: Okey-dokey.

(Applejack leads them along the road toward the overgrown quagmire. Cut to a close-up of Fluttershy’s cart, now on the ground; she flips open the front, allowing the frogs inside to hop out. In a longer shot, she watches as they make their way into the water. The camera then cuts to behind her at a distance and zooms out slowly; something very large, brown, and scaly cruises through the sluggishly bubbling water back here, submerging with a splash.)

(Wipe to the three ponies charging through the outskirts of the bog area; Spike is off Twilight’s back and running under his own steam. Pinkie stops short, struck by another shudder.)

Twilight: (stopping, sardonically) Cold? Need a jacket or something? (Pinkie starts ahead; now all are walking.)

Pinkie: No, thanks. I’m fine. (She gets another one.)

Spike: (to Applejack) So, what do you think happened to Fluttershy?

Applejack: I hope nothin’.

Spike: I know, but…what do you think happened?

Applejack: I’m tryin’ not to think about it.

Spike: (resolutely) Me too. (fearfully) But… (Cut to a worried Applejack; he continues o.s.) …I’m thinking about it anyway. Like… (The whole group.) …what if…she exploded?

Applejack: (skeptically) Just exploded, for no reason?

Spike: Yeah, like, boom! (All stop.)

Pinkie: Whoa!

Spike: I know!

Pinkie: What if…what if she exploded, and then… (jumping up) …and then exploded again?

Spike: Can you do that? Can you explode twice?

Applejack: (testily, starting ahead) Of course not. (Spike follows; close-up.)

Spike: But what if…she exploded…and exploded again…and then—

(He stops, pulled back by something. On the next line, cut to a longer shot; Twilight has his tail under her hoof.)

Twilight: Will you two stop! (She lets go; Pinkie skids up.) She’s fine, I’m sure of it. (All move ahead.)

Applejack: I hope you’re right, for Fluttershy’s sake.

(They stop again, and Applejack and Pinkie peek through the trees to find the heart of the bog before them.)

Applejack: Look! There’s Froggy Bottom Bog!

(Zoom in on the wetland as a dragonfly buzzes lazily over it, then cut to Applejack, Pinkie, and Spike moving to the edge of it.)

Applejack: (calling out) Fluttershy! (Pan to frame Twilight, bringing up the rear.)

Pinkie: Fluttershy!

(Twilight climbs a sloping tree, Applejack scopes the scene from a small neck of solid ground, and Pinkie lifts the edge of a lily pad to peek beneath. A frog promptly jumps onto it, knocking it flat and eliciting a surprised gasp; next Spike leaps onto the magenta mane to drive its owner’s face into the muck. A longer shot of the area frames Fluttershy—standing a few feet out on a rock and emptying her basket of frogs.)

Spike: Fluttershy! (jumping over, hugging her) You’re okay!

(She is more than a bit surprised by this greeting. Zoom out to frame Twilight and Applejack watching from shore.)

Fluttershy: Of course.

Applejack: Whoo…what a relief. (Cut to frame Fluttershy, Pinkie, and Spike.)

Pinkie: I’m so glad everything’s all right.

Twilight: (from o.s., smugly) Sorry. (Pan to her and Applejack.) I know it’s not nice to gloat, but… (Zoom out to frame all five.) …AHA!

(Spike is so surprised that he falls into the water, Fluttershy and Pinkie aim slightly vexed looks her way, and she does not notice the large, brown, scaly whatever-it-is swim by as she continues.)

Twilight: I told you there was nothing to worry about, and I was right. (Green mist starts to rise.) Pinkie Pie said whatever she was shuddering about was a— (Cough; Applejack walks away.) —doozy, and— (Cough.) —and the only— (Cough.) —doozy here is how right I am.

(Overhead view of the five. Spike is now out of the water, and he, Fluttershy, and Pinkie are staring at a vertical stretch of the brown thing as it slowly rises from the water, throwing the green mist as it does so. Twilight has her back to it and does not notice; Applejack, near her, catches a look at it.)

Applejack: Um… (Hard swallow.) …Twilight? (She crosses to the other three.)

Twilight: Pinkie’s made a lot of predictions today, but— (Close-up; cough.) —ugh, what is that smell?

(Longer shot; there are actually three vertical things standing up from the mire, hemming the group in, and a guttural growl drifts down over them.)

Twilight: But what we’ve shown here is that there’s no point in believing— (Cough.) —in anything you can’t see for yourself.

(On the end of this, cut to the moaning, terrified quartet that has been looking this threat straight on the entire time.)

Spike: (pointing) W-W-Well, then, s-s-see what’s b-b-behind you, Twilight!

(Back to the scientifically minded unicorn, who finally turns and looks up to see the expanse of scaly brown hide that now fills the screen behind her. The growl has intensified by a few dozen decibels, and a long overhead shot reveals that there are now four of these pillars standing up from the bog.)

Twilight: I see it…

(Tilt up to frame a snakelike head at the top end of each—these are actually necks.)

Twilight: (from o.s.) …but I don’t believe it!

(Three of the four heads roar in unison; the fourth—second from left—joins in a moment later. Snap to black.)

Act Three

(Opening shot: fade in to a long shot of the four monstrous heads and necks towering over the hapless quintet.)

Pinkie: Is that a hydra?

Applejack: Who cares? RUN!!

(The group bails out save Pinkie, who finds herself on the receiving end of the creature’s hungry stares and starts to back up.)

Twilight: Pinkie! Come on!

(One head lashes down, but gets only a mouthful of mud thanks to Twilight’s last-second lunge to tow Pinkie away by the tail. She is flung ahead of Fluttershy, who in turn passes one of the frogs she brought to the bog as it flees.)

Fluttershy: Oh, I’m so sorry.

(Another head focuses on Twilight, throwing a good scare into her, and the hydra’s entire lizard-like body emerges from the ooze. A strike at her comes up just short; ditto the next one, which targets Applejack as she hops from root to root. Fluttershy barely gets away from a chomp that catches the rock she was standing on. The second head from the left, the only one to stay out of the action, laughs at the other three—angry, with a mouthful of tree, and dazed.)

(Four screaming ponies book it while Spike scrambles along a low-hanging vine; cut to an earth outcropping as the ponies race up and stop in front of it. Twilight takes a swift look around.)

Twilight: (galloping to one side) Everypony up that hill!

Spike: (from o.s.) HEEELLLP!!

(He has become bogged down in the morass and only digs himself in farther when he tries to swim away from the approaching hydra. Twilight charges back.)

Twilight: Coming, Spike! Hang on!

(Racing into the mud, she scoops him up on her head and makes tracks an instant before the reptilian jaws slam shut. As the other three ponies sprint uphill and she catches up, the four heads give chase but snap back o.s. suddenly. A cut to ground level reveals that one of the hydra’s feet is mired in glop; it pulls loose after a moment and resumes the pursuit.)

Twilight: I think we’re gonna make it! (Cut to Spike, who points ahead.)

Spike: But Pinkie’s still shuddering!

(She is indeed, but stops abruptly and ends up standing still as Fluttershy gallops by.)

Pinkie: Oh, looky there. It’s stopped!

(Only for a moment, though.)

Pinkie: (voice vibrating) Ohhh! Theeere iiit iiis agaaaiiinnn!

(Spike arrives on the end of this to push her up the slope, and Twilight follows him while glancing back down the way. Cut to a cliff, where Applejack has stopped and voices a gasp; the other three ponies put their heads over the edge, and a long shot reveals the next stretch of the path. Half a dozen tall, narrow stone pillars, separated by large gaps, stand between them and the cliff on the opposite side of this canyon. A tremor from the beast’s footstep brings a frightened gasp from the group; quick pan to the massive carapace as the stumpy legs begin to climb the hill. Twilight cries out before putting together any coherent words.)

Twilight: He’ll be up here in no time! Quick! One at a time! (racing toward edge) Cross!

(When Spike zips up to the edge, his momentum brings him within an ace of going over it. He yells, gets himself safely back, and turns to Twilight as Pinkie’s shudders resume.)

Spike: Uh, do you know any spells for turning a hydra into a mouse?

Twilight: No!

Spike: How about a squirrel?

Twilight: No!

Spike: How about—

Twilight: No small rodents of any kind! (Cut to Fluttershy.)

Spike: (from o.s.) That’s too bad.

Fluttershy: A hop, skip, and a… (She leaps toward the first pillar.) …jump!

(And hits it dead center, bounding away for good measure—she has remembered Pinkie’s advice from “Dragonshy.” Spike is next to go, thrown by Twilight; he lands on the flat and watches as the equine jackhammer skitters up, then jumps ahead. She goes over the edge, taking one pop-eyed look at the air below her hooves, but remains suspended in midair long enough for Applejack to get a mouthful of tail and yank her back.)

Twilight: He’s too close! (She lowers her head and paws the ground.) I’ll distract him. You two go! (Pan to Applejack and Pinkie; she continues o.s.) Now!

(The farmhand pushes off from the brink, hauling Pinkie along.)

Twilight: Ohhh…what would a brave pony like Rainbow Dash do?

(An idea causes her eyes to widen and her ears to perk up as a fierce expression settles on her face. A moment later she is in full gallop down the slope.)

Twilight: CHAAARRRGE!!

(All four of the hydra’s head whip down toward her, but she holds her course. After a few seconds, the heads stop and the second from left voices a puzzled grunt, looking back toward ground level. The fierce and/or foolhardy unicorn races directly beneath the underbelly and keeps running, three heads peeking down and snaking through the legs after her. As the entire body starts to overbalance, the puzzled head—which has stayed out of it—gapes after the others, just in time for the hydra to flip itself forward up the hill and land on its back.)

(Twilight skids to a stop, cut to the far side of the chasm, where the rest of the group has made it across. Pinkie is shuddering again.)

Pinkie: T-T-T-Twilight!

(The hydra begins to peel itself up and takes note of Twilight rushing past uphill with a puzzled little whimper. A giant brown foot slamming to the turf and a feral growl terrify her all over again; she jumps back to avoid being eaten alive when the cliff’s edge gets smashed away. The first of the stepping-stone pillars winds up at a crazy angle after the hit, and as Twilight gets turf under her hooves, she sees it topple over and knock out the next three like dominoes. Her four friends gasp, she does likewise, and the head that went in for the strike woozily regards the fresh lump on its crown before roaring in unmitigated fury.)

 (Twilight cowers for a moment, then gets upright and eyes the now-impassable gap before her when the camera zooms out.)

Pinkie: (shuddering briefly) T-T-T-Twilight! You have to jump!

Twilight: I’ll never make it!

Pinkie: You’ll be fine!

Twilight: I will not!

(The hydra adds a bellow that turns into a quadraphonic yell.)

Pinkie: (shuddering) It’s your ooonly hooope!

(The trapped pony takes one more look over the precipice, the camera cutting briefly to her perspective of the rocks and slime far below, and the hydra closes in.)

Pinkie: You have to take a leap of faith!

(After one very last quick glance, Twilight swallows hard enough to send a brick down her gullet if she were chewing on one, backs up a few steps, and gallops ahead while one head descends. It bashes the clifftop loose just as she poises herself, and she is forced to jump clear while it starts to tumble away.)

Twilight: No!

(Cut to her perspective, sailing toward the first unbroken pillar, then to a long shot of her trajectory across the divide. A series of dissolves marks it out—but she comes up well short of the flat and begins a hoof-flailing plummet. Eight eyes pop and four jaws hang slack; cut to her perspective of the rapidly approaching bog. A large bubble has begun to grow at the surface.)

Twilight: Oh, no! (Back to her.) NOOOOOO!!

(She lands spreadeagle on the bubble, which hurls her upward and then bursts…)

Twilight: Whooooaaaa!

(…causing her to land on the first intact pillar, from which she bounces to the second and then into a rock face on the far side. She winds up sitting against it on her haunches, with all the sense knocked out of her, as the others eye her worriedly. Just as rapidly, she shakes herself back to normal and gives the gang a big squeaky grin, getting a round of cheers and leaving the hydra to pout by itself across the way. Pinkie lays a king-size hug on her.)

Pinkie: I knew you could do it, Twilight!

Twilight: I don’t know how it happened. Coincidence… (Cut to a grinning Spike; she continues o.s.) …dumb luck, or what. (Back to her.) But you said there’d be a doozy here at Froggy Bottom Bog, and I’d say we just had ourselves one heck of a doozy. (Pan to Pinkie; she continues o.s.) I mean, that hydra…

(She cuts herself off when the pink prognosticator’s face goes slack and the rest of her starts jittering all over again.)

Twilight: Pinkie? (She stops.)

Pinkie: That wasn’t it.

Twilight: Huh? (Start again.)

Spike: What wasn’t what? (Stop.)

Applejack: What are you talkin’ about, Pink?

Pinkie: The hydra wasn’t the doozy.

(Quick pan across the gap; it stomps away, one head blowing a raspberry. Pinkie’s tremors kick in again.)

Pinkie: I’m still getting the shudders! (Her quaking moan stops when they do.) You see? There it is again! Whatever the doozy was at Froggy Bottom Bog… (Zoom in on Twilight, putting her o.s.) …my Pinkie Sense says it still hasn’t happened.

Twilight: Huh? But I— (with sudden fury) —what?!? (composed, but slowly losing it again) The hydra wasn’t the doozy? How could it not be the doozy? What could be doozy-er than that?!

Pinkie: Dunno, but it just wasn’t it.

(The terminally frustrated violet unicorn scrunches her face in a silent growl and gives voice to it as the camera slowly zooms in to an extreme close-up. Her mental teakettle sings in an insanely high register for an unbearable moment—and then she completely loses it with an unhinged snarl and a huge vertical leap. Her entire body goes bone-white, her eyes blaze red, and her mane and tail go up in flames, giving her an uncanny resemblance to the Pokémon character Rapidash.)

(Applejack, Pinkie, and Spike recoil before the glare, which lasts nearly four seconds before it burns itself out. Twilight is left hanging, with soot all over her normally-colored body and her mane and tail a half-burned shambles, and sighs wearily.)

Twilight: I give up.

(She drops to the ledge, all the burn marks instantly vanishing when Spike crosses to her.)

Spike: Give what up, Twi? (Pinkie starts shuddering.)

Twilight: (weakly) The fight…I can’t fight it anymore. I don’t understand how, why, or what. (Cut to Pinkie; she continues o.s.)  But Pinkie Sense somehow…makes sense. (The whole group.) I don’t see how it does, but it just does! Just because I don’t understand, doesn’t mean it’s not true.

Pinkie: Y-Y-You mean you b-b-believe?

Twilight: Yep. I guess I do.

(The tremors intensify, then give way to a quick succession of cartoonish contortions that stretch the pink body in ways it was surely never meant to go. When they stop, Pinkie is left standing perfectly normal and motionless.)

Pinkie: Oh! (She looks herself over and gasps.) That was it! That’s the doozy! (Twilight and Spike gape at her; Spike shakes his head clear.)

Twilight: What? (crossing to her) What is?

Pinkie: You believing! I never expected that to happen! That was the doozy! (laughing) Oh, and oh, what a doozy of a doozy it was!

(She trots off along the cliff, singing to herself leaving three ponies and one dragon to stare incredulously after her. Fade to black.)

(Fade in to the exterior of the library and zoom in slowly. Twilight and Pinkie are heard laughing inside as Spike runs toward the door. Cut to just inside it; he opens and peeks in.)

Twilight: (from o.s.) Oh, good, Spike. You’re here. Take a letter.

(He steps into the reading room and toward a quill and scroll set up on a stand.)

Spike: With pleasure, Twilight. (Pick them up, ready to write.)

Twilight: (from o.s., dictating) “Dear Princess Celestia…”

(Instead of jotting the words, he looks ahead with a suddenly puzzled stare.)

Twilight: (from o.s.) “I’m happy to report that…”

(Cut to a ground-level shot, just behind her with head off the top of the screen.)

Twilight: (sternly) Spike. What have I been saying about focus?

(She taps a hoof against the floor to emphasize the point.)

Spike: I know, but I…well…

(A head-on view of her discloses the reason for his distraction: she has donned an umbrella hat identical to the one Pinkie wore at the start of this episode.)

Twilight: (smiling) What’s wrong, Spike? Never thought you’d see me with an umbrella hat on?

Spike: Not really, no.

Twilight: (looking to side; Pinkie’s mane/hat barely in view) Pinkie’s tail’s a-twitchin’. (Pan to her, vibrating tail and all, putting her o.s.) What else can I do?

(The two ponies share a laugh and Spike joins in after a moment, continuing well after the others have gone silent and the tail has quit. Close-up of him; a gentle nudge from Twilight’s hoof helps him focus on the problem at hand, and he begins to write.)

Twilight: (from o.s., dictating) “I am happy to report that I now realize there are wonderful things in this world you just can’t explain, but that doesn’t necessarily make them any less true.”

(Cut to her on the second half of this and zoom in, then back to the little stenographer.)

Twilight: (from o.s.) “It just means you have to choose to believe in them.” (She turns to Pinkie.) “And sometimes, it takes a friend to show you the way.”

Pinkie: (touching Twilight’s nose) Honk! (Cut to Spike.)

Spike: (writing) “Honk.”

Twilight: (from o.s.) “Always your faithful student, Twilight Sparkle.”

(Outside, she and Pinkie trot happily out—but the latter stops short when her tail goes off.)

Pinkie: There it goes again!

Twilight: I wonder what’s gonna drop out of the sky this time.

Pinkie: (walking off) You never know.

(Tilt up to a window near the balcony. Spike opens it and leans out with the scroll, ready to put flame to it and send it on its way. However, he holds his breath at the whistling sound of something coming down way too fast, and in short order Princess Celestia herself thumps down onto the balcony railing. The force of her landing nearly breaks the entire platform loose from the tree.)

Spike: Twitchy tail?

(Taking the scroll in her mouth, she lifts off at a much more comfortable rate of speed. He gapes up after her, flabbergasted that Pinkie’s last prediction has come true in such an extreme way.)

Spike: Holy guacamole!

(Snap to black.)

SONIC RAINBOOM

Written by M.A. Larson

Produced by Sarah Wall

Story editing by Rob Renzetti

Supervising direction by Jayson Thiessen

Co-directed by James Wootton

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a stretch of peaceful blue sky. Tilt down toward ground level as Rainbow Dash flies into view in a close-up, pacing in midair.)

Rainbow: Now, what have we learned? (Longer shot; she paces behind a standing Fluttershy in a meadow.)

Fluttershy: Lots of control.

Rainbow: Good.

Fluttershy: Screaming and hollering.

Rainbow: Yes. And most importantly?

Fluttershy: Passion.

Rainbow: Right! (landing in front of her) So now that you know the elements of a good cheer, let’s hear one!

(The soft-spoken pegasus inhales a bushel of air and lets it go on a single word…)

Fluttershy: Yay.

(…that is no louder than her usual speaking voice, causing Rainbow to put a hoof over her own face with a disgusted groan.)

Rainbow: You’re gonna cheer for me like that? Louder.

Fluttershy: (barely louder) Yay.

Rainbow: Louder!

Fluttershy: (a bit louder) Yay.

Rainbow: (with camera-shaking force) LOUDER!!

(This time, Fluttershy sucks in every molecule of air her lungs will hold and cuts loose.)

Fluttershy: Yaaay.

(Only a bit louder than her previous attempt; this time, Rainbow not only groans and covers her face, but keels over backward.)

Fluttershy: Too loud?

(Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a slow pan through a moving bank of clouds. Rainbow stands proudly on a stationary one behind these; cut to her perspective of Fluttershy far below, looking up.)

Fluttershy: Yay.

(Back to Rainbow, who takes a deep breath, bounces on the cloud as if it were a diving board, and plunges into space. She pulls up just short of the ground and buzzes through the flowers, streaking the air with her multicolored mane.)

Rainbow: And now, Phase One of my routine.

(This consists of a close slalom through a row of trees, followed by a straightaway run that blows Fluttershy’s mane/tail sideways.)

Fluttershy: Ooooh. (Rainbow gains altitude and stops.)

Rainbow: Phase Two.

(For this step, she dives toward a large cloud and flies tight circles around it, causing it to spin in place; she does the same to two others before zipping away. On the ground, Fluttershy’s eyes have started turning in opposite directions to follow them all, but she quickly shakes some sense into herself.)

Fluttershy: Way to go. (Rainbow climbs again.)

Rainbow: Here we go…Phase Three. The Sonic Rainboom!

(Once she reaches an appropriately extreme height, she cuts a couple of vertical loops and goes into a screaming dive, one foreleg extended to cut the air resistance. The wind peels her lips back from her teeth and plasters her mane to her skull, and a rounded wave front forms in front of her due to the sheer speed and starts to build. Fluttershy stares with apprehension from the meadow.)

Rainbow: (with effort) Come on…

(Both sides of the wave front stretch as if made of elastic; now every extra foot that she flies causes more resistance to build up. Eventually she stops dead in midair, unable to punch through.)

Rainbow: Uh-oh.

(She is flung backward and out of sight, screaming all the while, and the spectator puts a hoof over her mouth worriedly. Cut to a close-up of a book being levitated into its place on a shelf.)

Twilight Sparkle: (from o.s., sighing contentedly) Last one.

(A longer shot shows that she is in the library’s reading room, along with Applejack, Pinkie Pie, and Rarity.)

Twilight: Thank you so much for helping me clean up all these books, guys. (Close-up.) It was a crazy weekend of studying.

(She makes her eyes counter-rotate on the word “crazy,” then looks o.s. in surprise at a distant, growing sound. It resolves into Rainbow’s panicked yell as the camera pans in its direction to a nearby window; a tiny speck grows into her hurtling form, followed by a crash that throws up enough dust to fill the screen. When the view clears, all the books have tumbled off the shelves and Twilight, Rainbow, and Rarity are sprawled out on top of them. Twilight lifts her head, her mouth jammed full of scrolls, and Applejack and Pinkie pop their heads up from the scatter before Fluttershy flies in through the window in close-up.)

Fluttershy: Rainbow Dash, you rock. Woo-hoo.

(Zoom out to frame the room as she takes in the disaster area with a soft gasp.)

Fluttershy: Did my cheering do that? (Rainbow stands up with a sheepish laugh.)

Rainbow: Sorry about that, ladies. (annoyed) That was a truly feeble performance.

Fluttershy: Actually, it wasn’t all bad. I particularly liked it when you made the clouds spin.

Rainbow: (sighing angrily) I’m not talking about my performance, I’m talking about yours! 

(Cut to the other four, now all on their hooves. Twilight no longer has a mouthful of parchment.)

Rainbow: (from o.s.) That feeble cheering!

Twilight: What are you two arguing about (Back to Rainbow.)

Rainbow: (sighing again, to the others) I wish you guys could come to Cloudsdale to see me compete in the Best Young Flyer Competition.

Twilight: What’s that?

Pinkie: (excitedly) It’s where all the greatest pegasus flyers get together and show off their different flying styles. (rearing up) Some are fast!

(She races around the room, throwing books here and there as she swerves about, then stops to balance on one front and one rear hoof.)

Pinkie: And some are graceful!

(Which she certainly is not, judging from the way she yells and stumbles across the floor before crashing down.)

Applejack: (to Rainbow) Gol-lee. I’d love to see you strut your stuff in that competition.

Rainbow: Yeah. I wish you guys could be there. Fluttershy’s a great support, but her cheering isn’t exactly inspirational. (Pinkie stands up, an open book on her head.)

Pinkie: Ooh! I’d love to see you make a Sonic Rainboom! It’s, like, the most coolest thing ever! (jumping in place; book falls off) Even though I’ve never actually seen it, but I mean, come on, it’s a Sonic Rainboom!

(Applejack and Rarity have followed her movements with noticeable puzzlement, and a cut to Twilight shows that she is not doing any better.)

Pinkie: (from o.s.) How not cool could it possibly not be?

Twilight: What’s a Sonic Rainboom? (Pinkie leans into her face.)

Pinkie: You really need to get out more. (jumping up to a loft) The Sonic Rainboom is legendary! When a pegasus like Rainbow Dash gets going so fast…

(She jumps over the edge and plunges into the piled books, landing hard enough to clear a space on the floor.)

Pinkie: …BOOM! A sonic boom and a rainbow can happen all at once!

Applejack: And Rainbow Dash here’s the only pony to ever pull it off.

Rainbow: (playing it off) It was a long time ago. I was just a filly.

Pinkie: Yeah, but you’re gonna do it again, right?

(Cut to Rainbow on the end of this; the inquiry leaves her flat-hoofed for a second, but she gradually recovers her usual braggadocio.)

Rainbow: Are you kidding? I’m the greatest flyer to ever come out of Cloudsdale. (Zoom out; Twilight is eyeing her happily.) I could do Sonic Rainbooms in my sleep!

Twilight: Wow! If you pull that off, you’ll win the crown for sure!

Rainbow: The grand prize is an entire day with the Wonderbolts! (lost in the idea) A whole day of flying with my lifelong heroes. It’ll be a dream come true! (Cut to Fluttershy.)

Fluttershy: Yay.

(Quick pan back to the blue flying ace, who throws her a fed-up look and then turns back to the other four.)

Rainbow: I’m gonna go rest up. Don’t want to over-prepare myself, you know? (Brief laugh; then she rounds on Fluttershy.) You, on the other hand, better keep practicing! (trotting toward window) I need a cheering section to match my spectacular performance.

(Cut to outside as she flies out over the balcony and away, then back to Fluttershy at the window. She turns despondently toward the room.)

Fluttershy: She’s practiced that move a hundred times, and she’s never even come close to doing it. I don’t know if I can cheer loud enough to help her. (She flies out the window.)

Twilight: Well, guess we better get this cleaned up. (Pause.) Again. (She levitates a book.)

Rarity: (poking Twilight in rump with horn) Go on, go on. (Book falls.)

Twilight: Go on, what?

Rarity: Find a spell that will get us wingless ponies into Cloudsdale. Didn’t you see how nervous she was?

Applejack: Nervous? Have you spit your bit or somethin’? She was tootin’ her own horn louder than the brass section of a marchin’ band.

Rarity: Oh, puh-lease. I’ve put on enough fashion shows to recognize stage fright when I see it. We’ve got to find a way to be there for her. Now go on! (She slams Twilight away with her rump.)

Twilight: Ow!

(She fetches up in a pile of books and sticks her head out of it with a loud groan.)

Twilight: How am I supposed to find a flight spell in this mess?

Pinkie: A flight spell? One sec.

(She zips away and returns an instant later, carrying a book in her teeth which she tosses across the room.)

Pinkie: Page twenty-seven.

(On these words, cut to Twilight; the book lands in front of her, open, and she magically flips pages, Cut to Applejack and Pinkie.)

Applejack: How’d you do that?

Pinkie: It landed on my face when Rainbow Dash knocked me into the bookcase.

Twilight: (from o.s.) Here it is! (Back to her, levitating the book.) A spell that will allow earth ponies to fly for three days. (walking ahead with book) Ooh…it looks really difficult. I’m not sure I can do it.

Rarity: You’ve got to try!

Twilight: Okay, but who’s gonna volunteer to be the test subject?

(An uneasy look passes between the two earth ponies—clearly neither of them is hot to pull guinea-pig duty—and Rarity lowers her eyebrows determinedly.)

Rarity: I will! For Rainbow Dash, I will go first.

Twilight: Here goes.

(The book lowers out of sight and she gets her horn going in fourth gear with a strained grunt. Ribbons of brilliant blue light begin to wind around Rarity’s motionless form and contract toward her. As Twilight gives it her all, the white unicorn is slowly lifted free of the ground and enveloped from head to tail like a caterpillar forming a cocoon. Finally a ball of light emerges from the violet unicorn’s horn and floats slowly across until it is halfway between the two; here it stops and emits a blinding white flash that throws her back and fills the screen.)

(Fade in to a section of empty bookshelves, against which she, Applejack and Pinkie stand up into view, very woozy and unsteady on their legs. A pattern of multicolored light spots projects itself across the view; she smiles and the other two gasp happily at the sight, and the camera zooms out to frame Rarity’s still-suspended legs.)

Twilight: I think it worked.

(Snap to black.)

Act Two

(Opening shot: fade in to Fluttershy and Rainbow in flight.)

Rainbow: You’ve got to learn to be assertive, Fluttershy. Don’t be afraid to speak up.

(The clouds ahead of them part to reveal an entire city built in the sky, with architecture similar to that of her house. This is Cloudsdale, the aerial town seen in Twilight’s book at the start of “Mare in the Moon.” A pan through the streets depicts the pegasus locals going about their business while walking and flying. Columns predominate in the overall city plan, including a stadium and a temple-like structure. The two encounter a trio of stallions, all clad in white hard hats and lab coats, standing at the end of a street—Dumbbell, Hoops, and Score, from left to right. Dumbbell: dark brown coat, light tan mane/tail, barbell cutie mark, blue eyes set unusually far down toward his nose. Hoops, the largest of the three: dark tan coat, brown mane/tail, cutie mark of three basketballs. Score, the shortest and bulkiest: gray coat, dark gray mane/tail, cutie mark of at least two footballs partially covered by his lab coat, the only one of the three whose tails extend over its wearer’s back and flanks. The manes of all three hang down into their faces; Dumbbell is the only one whose eyes are visible. He and Hoops sound like typical high-school bullies.)

Dumbbell: Well, well, well. What do we have here?

Hoops: It’s our old friend, Rainbow Crash! (Close-up of the three.)

Dumbbell: Get kicked out of any flight schools lately? (All three laugh; cut to an incensed Rainbow.)

Rainbow:  I didn’t get kicked out. (Dumbbell crosses to her.)

Dumbbell: Face it, Rainbow Crash. Flight school had too many rules and not enough naptimes for you. (Hoops boxes her in.)

Hoops: Heh! Ask her about the Sonic Rainboom!

Dumbbell: That’s nothin’ but an old mare’s tale. (to Rainbow) You don’t have the skills to try somethin’ like that!

Fluttershy: (from o.s., angrily) Now wait just a minute! (Quick pan to her; she cringes.) Oh, I’m sorry. I’m trying to be more assertive. (with renewed oomph) Anyhow, she is going to do a Sonic Rainboom.

Dumbbell: No, she’s not, ’cause there’s no such thing!

Fluttershy: Then show up at the Cloudosseum and see for yourself! (Her eyes pop; she huddles back again.) If you’re free.

(Uproarious laughter from the three stallions.)

Hoops: (during laughter) Yeah, we’ll be free.

Dumbbell: (once it ends) Oh, don’t worry. We’ll be there. (They lift off, Hoops hanging back.)

Hoops: See you then, Rainbow Crash! (He leaves.)

Fluttershy: (flying to Rainbow) Did you see that? I was so assertive.

Rainbow: (sighing heavily) Those guys are right. I’ll never be able to do it.

Fluttershy: But, Rainbow Dash, just because you’ve failed the Sonic Rainboom a hundred thousand times in practice… (Cut to the flummoxed flyer; she continues o.s.) …doesn’t mean you won’t be able to do it in front of an entire stadium full of impatient, super-critical sports-fan ponies.

(To say that these words fail to inspire Rainbow’s confidence would be a colossal understatement. Unease and panic steadily get the better of her until she lets go with a blabbering wide-eyed scream and rushes over to Fluttershy.)

Rainbow: What do I do? Everypony’s gonna see me fail! The Wonderbolts will never let a loser like me join! Princess Celestia will probably banish me to the Everfree Forest! MY LIFE IS RUINED!!

(The audience of one does not immediately respond, but stares incredulously into the distance.)

Fluttershy: Rare…?

Rainbow: Rare? The Sonic Rainboom is way more than rare!

Fluttershy: (pointing) Rarity…?

(She had been trying to say that name a moment earlier. Now Rainbow swivels to look in the direction Fluttershy has indicated, the camera tilting quickly up to an extreme close-up of a multicolored, translucent butterfly-like wing unfurling slowly in midair. A similar shot frames the other wing, after which the camera cuts to an extreme close-up of the white unicorn’s face with the wings as a backdrop.)

Rainbow: (from o.s.) Rarity! Are you… (Zoom out; the wings sprout from her back.) …flying?

Rarity: I most certainly am! (flying down to the pair) Aren’t my wings smashing? Twilight made them for me. I just adore them.

(The colors on her wings explain the light patterns that played across the library at the end of Act One—sunlight shone in through them. Cut to the two pegasi, whose jaws would hit the ground if they could hang any lower.)

Rarity: (from o.s.) Why so shocked? (Back to her.) We couldn’t leave our favorite flyer without a big cheering section.

Rainbow: “We”?

(She and Fluttershy get another surprise when a hot-air balloon—the same one Pinkie and Spike used in “Fall Weather Friends”—breaks upward through the clouds. Riding in its basket are Twilight, Applejack, and Pinkie; it stops to leave them floating a few feet above the surface. All smiles from both pegasi.)

Rainbow: I…I can’t believe it!

Fluttershy: It’s incredible! (The balloon touches down.)

Rainbow: This is so cool! You guys made it!

Pinkie: Sure did!

(She hops over the side; cut to Rainbow, whose good cheer instantly gives way to sheer panic.)

Rainbow: WAIT!!

(The four pink hooves make contact with the clouds but do not fall through, instead sinking in slightly as if Pinkie were standing on a mattress. She grins hugely, leaving all three flyers greatly confused. Twilight and Applejack jump out a moment later.)

Rainbow: How’d you do that? Only pegasus ponies can walk on clouds.

Pinkie: (giggling, turning cartwheels) Pretty cool, huh?

Twilight: I found a spell that makes temporary wings. (Cut to Rarity; she continues o.s.) But it was too difficult to do more than once. (Zoom out to frame all six.) So I found an easier spell that lets the rest of us walk on clouds.

Applejack: And we came to cheer you to victory.

Rainbow: To be honest, I was starting to get just the teeniest, tiniest bit nervous. (Cut to just behind her, at cloud/ground level.) But I feel a lot better now that you guys are here. (Close-up.) Hey! We’ve got some time before the competition. (Zoom out to frame Fluttershy.) Why don’t Fluttershy and I show you around Cloudsdale?

(Enthusiastic agreement from the four visitors, who follow the pair away. Wipe to just behind them as they near the top of a ridge, and zoom in over it.)

Rainbow: Here it is. (now o.s.) The greatest city in the sky!

Twilight, Applejack, Pinkie, Rarity: (now o.s.) Ooooh… (Tilt down to frame flying pegasi.) …ahhhh…

(They are now seeing for themselves the vista that presented itself at the beginning of this act. Back to Rainbow, who looks ahead with a healthy dose of civic pride, which quickly vanishes at the sound of Rarity’s voice.)

Rarity: (from o.s.) Ooooh…

(Cut to her, admiring her winged reflection lovingly in a window.)

Rarity: …ahhhh! (Zoom out, putting Rainbow in the fore. The window is that of a clothing shop.)

Rainbow: (uncertainly) Uhhhh…

(Walking on, she and Fluttershy lead the rest of the group.)

Rainbow: (now o.s.) Some of the greatest pegasi in history came from Cloudsdale.

Rarity: Ooh, wait for me!

(She flies away from the shop window to catch up. Elsewhere, three stallions in hard hats, tool belts, and orange safety vests are doing construction work. Two grip the ends of a tape measure in their teeth to size up a column, while the third uses a jackhammer on the cloud foundation. The one with the free end lets go, allowing it to snap back into his partner’s mouth, and the jackhammer jitters away over the edge as all three look off to one side. Zoom out quickly to frame the cause of their distraction: Rarity flitting by on her new wings.)

Free-end stallion: Those wings are gorgeous!

Rarity: Why, thank you! (She swoops down over the others.)

Twilight: Be careful with those wings, Rarity. They’re made from gossamer and morning dew, and they’re incredibly delicate.

Rarity: Don’t worry, Twilight. I’m sure they can’t get worn out from too much attention.

Applejack: Since we’re up here, I’d sure like to get a look at where the weather’s made.

Rainbow: Great idea! Come on, girls! (flying ahead o.s.) To the weather factory!

(Wipe to a long shot of a building complex, built on the cloud equivalent of a narrow road winding along a cliff, and tilt up slowly to frame all of it. A rainbow laces down into one wing, waterfalls of its light trickle over the edges as they do at Rainbow’s house, and black storm clouds hang over other areas and crackle with lightning. Close-up of a closed door, which hisses upward in its frame to expose all but Rarity, now dressed in white hard hats and coats. Rainbow leads them through and into the factory, keeping her voice down on the next three lines.)

Rainbow: This is where they make the snowflakes.

(Cut to several under a magnifying lens on a table, being inspected by a worker dressed for the cold—fur-lined lab coat, with earmuffs over the hard hat.)

Rainbow: (from o.s.) Each one is hoof-made.

(Pan across the area. This pegasus and a second one are at workstations on opposite sides of a large vat of flakes, and all six ponies come into view during the pan. Rarity has a hard hat and coat as well, as does every pony employed here.)

Rainbow: As you could [sic] see, it’s a delicate operation.

(Rarity flies up to check out a couple of large specimens hung from the ceiling.)

Rarity: Ooh, the snowflakes look even better from up here!

(But the air currents created by her flapping not only cause these two to swing on their wires, but also send all the regular-size ones every which way on the production floor. Grumbling ponies gallop after them, many with bowls balanced on heads to catch them, but the sound of delicate flakes shattering on walls and floor comes through all too clearly.)

Rainbow: We better move on before Rarity ruins winter and causes a drought.

(She winces at the tinkle of another broken flake. Dissolve to three workers criss-crossing the upper reaches of a large round chamber, each with a net on a long pole—similar to a pool skimmer—over one shoulder. A freshet of rainbow light spills out of an aperture near the open ceiling level; tilt down to follow it through several suspended pools and toward the floor. Other pegasi are at work on these platforms, using their own skimmers to keep debris out.)

Rainbow: (from o.s.) And here’s where they make the rainbows!

(All but Rarity are down here, following her through the area. Pinkie dips one front hoof into the pool and licks it, smacking her lips to get the taste. Her face then cycles through a quick series of colors and painful contortions, accompanied by a brief burst of flame from her mouth, and she gasps for breath once she is back to her normal pink. This stuff has disagreed with her so badly that she almost cannot get her next word out.)

Pinkie: Spicy! (She gallops off; Twilight smiles; Applejack laughs.)

Rainbow: Yeah. Rainbows aren’t really known for their flavor.

Hoops: (from o.s.) Whoa!

(Cut to him, Dumbbell, and Score crossing the floor and keeping their eyes trained on Rarity, who is out for a midair stroll.)

Dumbbell: Oh, where’d you get those amazing wings? I want a pair!

Rarity: Hmmm…yeah, I guess I could see that.

Dumbbell: Oh, hey, look, it’s Rainbow Crash again!

Hoops: (laughing) Yeah! Rainbow…um… (fumbling for words) …Crash!

Rainbow: (from o.s.) Rarity! (Pan to the group as Rarity crosses to them.) What are you doing talking to these guys?

Rarity: Oh, they were just admiring my wings, Rainbow Dash.

Dumbbell: Yeah. You should forget the Sonic Rainboom and just get yourself some wings like these!

(The three lunks laugh heartily and fly off; Rainbow slumps despondently.)

Fluttershy: Oh, come on, girls. Why don’t we go see how clouds are made? (They head out; she addresses Rainbow.) Don’t listen to them. You’re gonna win that competition for sure.

Rainbow: Are you kidding? I can’t do the Sonic Rainboom. And just look at these boring, plain old feathered wings. (Cut to Twilight and Applejack; she continues o.s.) I’m doomed!

(The two followers share a concerned look. Wipe to the domed, open ceiling of an immense circular chamber and tilt down to ground level. Several pegasi are hard at work here, stirring large kettles that send up thick white clouds of vapor, while others pump the bellows to heat the ovens on which they sit. A mare flies to one empty kettle and tips in the contents of a bucket on her head; instantly the vessel erupts to life in a geyser of clouds.)

(Cut to a very uneasy Rainbow, whose attention is grabbed by a babel of admiring voices o.s.; a look across the room informs her that Rarity has once again become the center of attention. Close-up of her.)

Rarity: What, these old things? Go ahead, everypony. Photos are encouraged.

(Pan/tilt down to three slightly fed-up ponies—Twilight, Applejack, Fluttershy—on the latter part of this, then cut back to Rainbow, whose nerves are starting to chew her up again. As the showboating unicorn plays to the crowd, Twilight steps over for a word.)

Twilight: (softly) Rarity, we’re supposed to be helping Rainbow Dash relax, remember? Put your wings away and stop showing off! (Rarity flies higher with a contemptuous sigh.)

Rarity: How can you ask me to put away perfection?

(She ends up directly in front of the sun, so that its rays shine through her wings and throw pastel spots over the gathered workers. Pinkie has now rejoined the group, having recovered from her disastrous rainbow taste-test; she is the only Ponyville resident to join the workers in voicing their awe at the display. Seeing the end product of her impromptu light show, Rarity lets a wild laugh ring over the crowd.)

(Cut to a close-up of Twilight and zoom out as she turns to Rainbow, who is now huddled down on the factory floor with her head propped on her front hooves.)

Twilight: Rainbow Dash, are you okay? You don’t look so good.

Rainbow: (hyperventilating) Of course. Why wouldn’t I be okay? Everyone’s so in love with Rarity’s wings that they won’t even notice when I totally blow it in the Best Young Flyers Competition! (One young worker zips to the front.)

Young cloud worker: Hey, there’s an idea! (Cut to Rarity; she continues o.s.) You should enter the competition! (Ground level; an old one speaks up.)

Old cloud worker: Yeah! I could watch you fly all day long!

Rarity: There really isn’t anypony who uses their wings quite like me. Perhaps I should compete.

Rainbow: What?!? 

(Rarity shifts away from the sun; tilt down to the sound of more awed mutterings. The cloud crew follows her off the production floor, leaving one shocked blue pegasus to gape after them. Her other four friends gather around.)

Rainbow: What am I gonna do? I’ll never win the competition now.

(Snap to black.)

Act Three

(Opening shot: fade in to the exterior of the Cloudosseum, the stadium seen in passing during earlier scenes. The ponies’ hot-air balloon floats at the edge of what would normally be the parking lot. Zoom in slowly to the sound of a trumpet fanfare and a packed house full of cheering fans, then dissolve to a zoom in on one section of the stands inside. Here, clouds at three levels have been set up as box seats, with a single large, ornate seat placed dead center at the lowest level. Above it are a large emblem depicting Princess Celestia’s sun cutie mark within a heart, and a statue of a winged unicorn walking on a cloud—this is her private loge.)

(Cut to the backstage area and pan across the gathered competitors as they talk excitedly among themselves, each with a number pasted over his/her cutie mark. Rainbow, wearing number 2, paces nervously by herself before the entire group starts to move out. Behind them, one mare knocks at the closed door of a dressing room; it opens and Rarity puts her head out. She, Rainbow, and all the ponies of concern have put away the hard hats and coats they wore at the weather factory, and Applejack will have her cowboy hat back on when she is seen next.)

Rarity: I’m going to be a while!

(She lifts one gleaming front hoof, blows a bit of dust from it into the mare’s face, and slams the door. Now Rainbow peeks out from behind a curtain and spots her friends in one of the boxes, the camera zooming in and cutting to a close-up. Pinkie laughs while holding a “#1” foam finger aloft on one front hoof, but a tilt down to the next level frames Dumbbell, Hoops, and Score, whose laughter is far from light-hearted. This shot frames Score’s cutie mark in full: three footballs. Rainbow swallows hard upon catching sight of them.)

(Cut to a long shot of the crowd and tilt up on the next line to frame the speaker: a blue stallion with gray/white mane and tail and a dark gray jacket, trimmed in white, that hides his cutie mark. He also sports sunglasses and a headset microphone that amplifies his voice, and a cloud lifts him well above the top-level seats. This is Madden, the event announcer.)

Madden: Fillies and gentle-colts! Please rise and join me in welcoming our beloved Princess Celestia!

(The cheering intensifies as the fanfare plays again and she descends into her seat, flanked by two guards, before waving to the crowd.)

Madden: Please welcome our celebrity judges for the Best Young Flyer Competition…the Wonderbolts!

(Zoom out as six pegasi fly overhead, approaching from behind. They wear the blue/yellow jumpsuits and goggles seen in Rainbow’s fantasy during “The Ticket Master,” and they leave gray cloud contrails in their wake. In an instant, they launch into a near-vertical climb, then form a single-file line that becomes an impossibly tight cluster before they fly apart in a burst of fireworks. Their six trails form an outline in the sky that bears some slight resemblance to a head-on view of a pegasus with wings spread. Cheers erupt from the audience, and Rainbow smiles at the display as three Wonderbolts settle into the box seat to Celestia’s left and the other three rise out of view.)

Madden: And now, let’s find out who will take the prize as this year’s Best Young Flyer!

(Backstage. A light tan mare with bright orange mane/tail, a pink sweater that hides her cutie mark, and a pair of half-moon glasses on a chain walks in; she too wears a headset mic. Her mane is curly, but her tail is straight. This is the stage manager, Lucy, whose voice carries a nasal New York accent and marks her as an older, hard-bitten type.)

Lucy: Okay, contestant number one, you’re up!

(On the end of this, cut to #1 as she trots eagerly past Rainbow. The latter looks toward her own rump and lets off a startled yell, the camera zooming in on the big 2 stuck there. Outside, #1 flies through the curtain and into the arena; cut to backstage again.)

Lucy: Okay, number two, let’s go!

(Now in a total panic at being called up on deck, Rainbow looks here and there quickly.)

Rainbow: Um…

(Cut to #5, a stallion chewing on a tuft of hay; she slinks quickly behind him.)

Lucy: (from o.s.) Come on, come on, we ain’t got all day!

(In close-up, his number is yanked off and switched for hers; zoom out to frame both.)

Rainbow: She’s talking to you! (Spooked, he lets the hay fall out.)

New #2: Oh! Uh… (trotting ahead) …well, I guess that’s me!

(She watches him head out with a smirk. Dissolve to a pair of contestants, stallion #12 and mare #6, in the backstage area; as he flexes a foreleg muscle for her, Rainbow reaches into view and swaps #6’s placard for her #5. Pan to Lucy.)

Lucy: Okay, number four, time to go!

(The dressing room door opens and Rarity steps up—mane in curlers, face covered with her favorite mud mask.)

Rarity: I’m number four, and I need just one more itsy-bitsy minute. Be a dear and have somepony go ahead of me, hm?

Lucy: Look. I don’t care who it is, but somepony’s gotta go on! (#7, a stallion, is raring to go.)

#7: Let’s do this!

(Once he has galloped out, Rainbow makes a little noise of surprise upon seeing her #6.)

Rainbow: What am I gonna do?

(Quick pan to #15, who happens to be the cross-eyed pegasus Derpy Hooves seen in “Feeling Pinkie Keen,” and zoom in on her number. From here, dissolve to Twilight, Applejack, Fluttershy, and Pinkie in their box seat and cut to a close-up of Twilight.)

Twilight: I loved number seven! Doing fifteen barrel rolls in a row can’t be easy! (Pan to Fluttershy.)

Fluttershy: My favorite is number ten. She just looked like such a nice pony.

Applejack: Hm. Wonder how come we haven’t seen Rainbow Dash or Rarity yet. The competition’s almost over.

(A cut and pan across the now-empty backstage area answers half of her question: Rainbow’s nerves have reduced her to a bug-eyed, twitching wreck huddled at the base of a column. A close-up reveals that she has acquired the #15 worn by Derpy; zoom out as Lucy comes over and prods her with a hoof.)

Lucy: Number fifteen, let’s go!

(The sound of an opening door catches both of them off guard. Cut to one of the dressing rooms, with mist swirling out of the just-opened door and a hazy silhouette visible beyond. The camera shifts to frame Rarity’s emerging figure from the shoulders down, then cuts to a close-up and zooms out to frame all of her on the next line. As Lucy turns toward Rarity, her sweater shifts enough to expose her cutie mark, which depicts three tornadoes. The vainglorious unicorn has shed her curlers and mud mask and donned a headdress of pink feathers whose base fits over her horn, as well as a garment styled to resemble her wings—yellow-dotted pink upper portions arcing over her flanks, yellow-streaked blue ones riding low toward the floor. The two sections join at a pink collar fringed with fluffy yellow/blue feathers, and she wears heavy makeup and yellow/pink anklets on each foreleg.)

Rarity: Rarity is ready!

Lucy: (from o.s.) Look, ladies. (Cut to her and Rainbow.) I don’t know what to tell you. There’s only time for one more performance. (as Rarity approaches) If you both want to compete, you’ll just have to go out there together.

Rarity: Well, Rainbow Dash, shall we?

(Her unstrung opposite number can do little more than smile and gibber weakly. Cut to Madden.)

Madden: And now, for our final competitor of the day… (The curtain; Rainbow floats out as he continues o.s.) …contestant number fifteen! (Rarity comes out after her.) Uh…and apparently contestant number four.

(The other four cheer, with Pinkie waving her foam finger and Fluttershy barely making herself heard. Close-up of Rarity.)

Rarity: Good luck, Rainbow Dash. Just do your best. (Pan to Rainbow; she leans in close.) I hope you don’t mind, but I took the liberty of changing our music. That rock and roll doesn’t really match my wings.

(A piece of news Rainbow did not want to hear, judging from her scared gulp. Rarity does a couple of dance steps and twirls in midair as a pizzicato string introduction is heard.)

Rainbow: (tapping head with hoof) Come on, Rainbow Dash. You can do this.

(Cut to just behind her, panning across the arena as she continues; ahead of her is a long line of cloud pillars. A light waltz begins to play.)

Rainbow: Just remember the routine. (now o.s.) Phase One.

(Back to her; she takes off, swerving through the obstacles at high speed just as she did during her practice in Act One. Her cheering section whoops it up as before, and she is on top of her game—until she swerves a bit too early and slams into a pillar. The error sends her yelling and careening into the arena wall; tilt up from her to the three trash-talking stallions.)

Hoops: Nice work, Rainbow Crash!

(Horse laughs from all three as she regains her senses and the camera tilts up to the four suddenly worried mares. Rarity, meanwhile, makes a nimble leap and follows it with a high-speed pirouette before flying backward in the direction of her jump. Some distance below, Rainbow recovers herself as best she can.)

Rainbow: Time for Phase Two.

(Off she goes, flying up and out of the Cloudosseum at an angle and circling a cloud to set it spinning as in practice. Two others in a nearby bank of three get the same treatment.)

Fluttershy: Look! Phase Two is working!

(Cheers from the other three; now the sky-blue daredevil gets the last cloud turning, but a wayward clump smacks her in the face and sends her tumbling. The cloud drifts out of position as she describes a graceless head-over-heels backward flight, and she stops just in time to realize that it is headed straight for the royal box. Celestia gasps softly, and she and her two guards duck out of the way an instant before the cloud smacks into the arched entrance and evaporates. Naturally, this goof throws an even bigger scare into Rainbow, who looks across the way and spots her opposite number doing a few twirls for the crowd.)

Rarity: And now for my grand finale, I will fly right up to the sun and beam my beautiful wings over the whole city of Cloudsdale! (giddily) Oh, they’ll be talking about it for years!

(Now she does her own climb as a very flustered Rainbow stares up after her.)

Rainbow: Looks like this is my last chance to turn things around. Phase Three—the Sonic… (Gulp.) …Rainboom. (Zoom out slightly as she eyes her wings.) Wings, don’t fail me now.

(Up she goes, quickly pulling even with Rarity in a very long shot and even passing her. Several spectators in the stands gasp, and she continues her ascent while the wind tries its best to peel her face off. Rarity, on the other hand, glides serenely up and toward the sun, stopping only when she has centered herself in front of it. Sweat begins to run down her face due to her exertion and/or the heat at this altitude, and she addresses herself toward the crowd far below.)

Rarity: Look upon me, Equestria, for I am Rarity!

(Zoom out slightly on the end of this; she spreads her wings, creating a spread of pastel-tinted sunbeams that bathe the entire Cloudosseum and elicit awestruck gasps from the fans. Way in the middle of the air, though, a close-up of one wingtip frames a wisp of black smoke that licks upward from it as the waltz comes to an end. In a longer shot, both wings vanish in a sudden lick of fire, incinerated by the sun’s energy, and leave behind only flakes of soot that crumble away from the showoff unicorn’s back. Her eyes go wide as she realizes that the laws of physics have just socked it to her.)

Rarity: (softly) Uh-oh.

(They get her again once gravity takes hold; she plummets screaming toward the Cloudosseum with every limb flailing wildly.)

Twilight: (from far below) Oh, no! (Cut to her.) Her wings evaporated into thin air!

(And the unicorn in question promptly drops past all three levels of box seats and out through the arena’s open floor. The three Wonderbolts in the box seats spring to attention and dive after her, only to be knocked senseless one by one when they catch up to her windmilling hooves. Her scream drifts up to the still-climbing Rainbow, who slams on the brakes.)

Rainbow: Hold on, Rarity! (dropping through Cloudosseum) I’m coming!

(She dives, Rarity screams, and Fluttershy covers her eyes with a scared little cry.)

Fluttershy: I can’t look!

(If the wind was trying to peel Rainbow’s skull clean before, now it is toying with the idea of turning all of her inside out. There is one difference from her practice session: she now dives with both forelegs extended, not just one. Ahead of her hooves, the rounded wave front begins to form just as before; Rarity gives a surprised gasp, followed by happy ones from Twilight, Applejack, and Pinkie as Fluttershy uncovers her eyes. Now the turbocharged pegasus’ eyes water from the air rushing past her face, and sparks begin to crackle from the wave front. It elongates just as before, but this time there is no resisting force to slow Rainbow’s flight and hints of varied colors shimmer along its edges.)

(With a sudden hard kick of acceleration, she breaks through the wave, which turns into a rainbow-hued blast that ripples outward from the spot. She continues her plunge at this insanely fast speed, leaving a sparkly rainbow contrail that persists in the air long after she has gone. When the burst washes over the Cloudosseum, every jaw hangs slack except one, whose owner leaps ecstatically in her seat while yelling at the top of her lungs.)

Fluttershy: A SONIC RAINBOOM!! SHE DID IT!!

(Ground level, long shot of the four falling ponies.)

Fluttershy: (from o.s. above) SHE DID IT!! WHOOOOO!!

(Cut briefly to an overhead view of the group and quick zoom toward Rarity. At ground level again, Rainbow’s trail and the quartet both disappear behind the tall grass, then emerge from it together and rocket along to barely clear the tops of the blades. The three befuddled Wonderbolts have wound up piled on Rainbow’s back, while Rarity is hanging on to both forelegs for dear life. A not-quite-so-sharp 90-degree turn takes them back up toward Cloudsdale; only now does Rainbow glance back over her shoulder and take in what she has done.)

Rainbow: Whoa.

(Her rainbow describes a semicircular arc over the Cloudosseum, dropping out of sight on the far side, after which she rises up through its base with the trail no longer stretching behind her. Inside, a squad of pegasi helps the three professional flyers off her back and holds Rarity up while Rainbow settles at the edge of the arena. Her hooves have barely touched down before the crowd explodes into a storm of cheers, confetti, and streamers, and she stares around openmouthed as Fluttershy gives her pipes another workout.)

Fluttershy: A SONIC RAINBOOM!! WHOOOOO!! YEAH!!

(Whether the tears forming in Rainbow’s eyes are due to the standing ovation, or to the fact that she finally got Fluttershy to do a proper cheer, may never be known. She turns to Rarity.)

Rainbow: I did it! I did it!

Rarity: (out of breath) Yeah…you sure did. Oh, thank you, Rainbow Dash. You saved my life.

Rainbow: Oh, yeah. I did that too. (laughing) Best day ever!

(Cut to a long overhead shot of the Cloudosseum and zoom out slowly to frame the glittering rainbow, which still stretches over it from side to side, then dissolve to its first level just past the edge of the arena floor. The hot-air balloon is parked here; Rarity stands in it, having shucked out of her costume, while the other five cluster around. Since she never had the cloud-walking spell cast on her, the basket affords the only solid patch she can stand on. Zoom in on the six.)

Rarity: I want to apologize to all of you for getting so carried away with my… (choking back a sob) …beautiful wings. I guess I just lost my head. (Next three lines overlap.)

Fluttershy: It’s okay.

Applejack: Oh, don’t worry ’bout it, kiddo.

Pinkie: We still love you.

Rarity: (to Rainbow) And I’m especially sorry that I was so thoughtless as to jump into the contest at the last minute, after you had worked so hard to win it. Can you ever, ever forgive me?

Rainbow: Aw, it’s okay. Everything turned out all right, right? I just wish I could’ve met the Wonderbolts when they were awake.

(A hoof clad a blue jumpsuit sleeve, marked with a yellow lightning bolt, reaches into view and taps her on the shoulder. When she turns around, she finds herself face to face with the three Wonderbolts who swept down to save Rarity. She manages a tiny gasp before getting her tongue in gear.)

Rainbow: (excitedly) Oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh!

(One of the three, a yellow-orange mare with a two-tone orange mane, speaks up. She will later be identified as Spitfire.)

Spitfire: So you’re the little pony who saved our lives. We really wanted to meet you and say thanks.

Rainbow:  Oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh!

(Cut to Celestia and her guards as they arrive on the scene.)

Twilight: (from o.s.) Princess!

(All Ponyville residents but Rarity kneel briefly and stand up as the camera zooms out to frame the royal trio.)

Celestia: Hello, Twilight Sparkle, and hello to your friends too. (Cut to Rarity.)

Rarity: Princess Celestia, I’m sorry I ruined the competition. (Zoom out slightly; she turns to Rainbow.) Rainbow Dash here really is the best flyer in Equestria.

Celestia: I know she is, my dear. That’s why for her incredible act of bravery, and her spectacular Sonic Rainboom, I’m presenting the grand prize for Best Young Flyer to this year’s winner, Ms. Rainbow Dash.

(Cut to said Best Young Flyer on the second half of this line. She stares in slack-jawed bewilderment until Celestia finishes and sets a gold tiara on her forehead; it is decorated with a lightning bolt centered above her eyes and a wing near each ear. As her mouth freewheels again, she is lifted on the heads of Applejack, Fluttershy, and Pinkie and carried away.)

Rainbow:  Oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh, oh my gosh! (Pan to Celestia, Twilight, and Rarity.)

Celestia: So, Twilight Sparkle, did you learn anything about friendship from this experience?
Twilight: I did, Princess… (glancing at Rarity) …but I think Rarity learned even more than me.

Rarity: I certainly did. (Cut to her.) I learned how important it is to keep your hooves on the ground— (Zoom out to frame Twilight.) —and be there for your friends.

Celestia: Excellent. Well done, Rarity.

(Zoom out again as the three carriers rejoin them and set Rainbow down.)

Rainbow: This really is the best day ever!

(Pan slightly; the three stallions are behind her, and all their earlier derision has vanished.)

Dumbbell: Uh, hey, Rainbow Crash—

Hoops: (nudging him in the ribs) Dash!

Dumbbell: Oh, uh—sorry, Rainbow Dash. Uh, we just wanted to congratulate you on winning the competition.

Hoops: (rearing) That Sonic Rainboom was awesome!

Rainbow: Heh…thanks, guys.

Dumbbell: Uh, w-we’re really sorry we gave you such a hard time before.

Rainbow: Aw, that’s okay. Don’t worry about it.

Dumbbell: Hey, do you want to hang out with us? Uh, maybe you could show us how you did that incredible trick.

Rainbow: Sorry, boys.

(She zips up to where two Wonderbolt stallions are waiting in midair, drops a foreleg over each one’s shoulders, and starts away with them.)

Rainbow: (not looking back) But I’ve got plans.

(To claim her prize and spend the day with her idols, that is. The three fly off, silhouetting themselves against the sun as the view fades to black.)

STARE MASTER

Written by Chris Savino

Produced by Sarah Wall

Story editing by Rob Renzetti

Supervising direction by Jayson Thiessen

Co-directed by James Wootton

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to Sweetie Belle, standing in the upper-story room of the Carousel Boutique that serves as Rarity’s workroom and living space. She worriedly eyes various materials that zip back and forth under the older unicorn’s control, followed by said unicorn on the edge of panic. The daytime sky can be seen through the window behind Sweete.)

Rarity: Where’d I put that…oh, I thought I already…ooh! And I can’t forget I’ve got…ooh…

(She stops by her fabric rack and sewing machine, with several balls of yarn floating above.)

Rarity: (letting them drop) How am I ever gonna get this done? (Pan to Sweetie.)

Sweetie: Are you sure I can’t help? I could— (Rarity starts moving again.)

Rarity: No!

Sweetie: Maybe just a—

Rarity: No thanks!

Sweetie: How about— (Rarity stops at a yarn basket.)

Rarity: (pointing) Just stand over there!

Sweetie: But—

Rarity: Where you’ll be out of the way.

(The little unicorn cocks an eye across the room, where Rarity has put a couple of fabric swatches on mannequins and has a third spread out on the floor. The camera closes in on her in steps during the next line.)

Rarity: Ribbon…ribbon…where’s the ribbon?

Sweetie: (from o.s.) I got it!

(Quick pan back across the room. Sweetie has one hind leg planted on a stool, the other atop the sewing machine, and is straining to get a spool of ribbon from the top shelf of the rack. Both support points totter precariously as she finally knocks it free.)

Sweetie: (tumbling down) Whoooaaa!

(Rarity gets out a scared gasp and the ribbon bounces across the floor to knock against a mannequin’s support pole. The dummy rocks back and forth a few times, finally coming down on the end of an ironing board and catapulting the yarn balls on it toward the rack. In a blink, they have knocked almost every fabric bolt to the floor; Rarity ducks with a grunt and cry as the ribbon, one ball, and her sewing machine go flying overhead, the last taking down a mannequin. The camera shakes with the force of this impact and others, while a mannequin sails across the room. Cut to the exterior of the Carousel Boutique; a series of even louder crashes is heard from inside, giving the camera a real workout.)

(Inside, pan to follow the ribbon spool, which rolls across the floor to stop next to Sweetie’s hooves, and tilt up to frame her contrite expression. A shot of the entire room reveals it to be completely trashed.)

Sweetie: Um…I…I’ll just go and stand over there, where I’ll be…out of the way.

(She zips o.s. with a speed that would have earned the approval of Rainbow Dash, leaving Rarity to voice a heavy sigh over the 360-degree destruction. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a couple of fabric pieces and a ball of yarn on the workroom floor. Rarity gets the cloth in her teeth; in a longer shot, she lays it over own back as Sweetie watches. On the next line, she does the same with the yarn. The room is back in order now.)

Sweetie: Won’t you at least let me help you clean up?

Rarity: No. You’ve helped me quite enough.

Sweetie: I’m sorry, sis. I just thought that if I could help, I might find my special gift and finally earn my cutie mark.

(This exchange establishes the relationship between the two. Zoom in on her haunch as she casts an unsettled eye over it, then cut to big sister at the rack, putting the yarn away.)

Rarity: I understand, it’s just that… (sighing softly, crossing to mannequins) …I need this time to fill this order without any…complications.

(Cut to Sweetie on this last word, which makes her hang her head dejectedly. Rarity next flips her last mannequin upright.)

Rarity: Okay. All done. (crossing room) Now, back to work. I’ve lost a lot of time, and I cannot have any more interruptions.

(She has ended up at her sewing machine, ready to start back in the current job, but the sound of the doorbell puts a quick end to that.)

Rarity: (groaning) What now?!?

(Pan to frame the door, where Fluttershy has just come in. A basket rests on the floor beside her, with a blanket tucked over the contents.)

Fluttershy: Oh! Sorry. I thought the OPEN sign meant you were open, but... (backing out) …I-I must have been mistaken. (Rarity notices her and gasps.)

Rarity: Fluttershy! (crossing room) Forgive me. I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming. (Fluttershy comes in again.)

Fluttershy: No worries, Rarity.

(Close-up of the basket; a fold of the blanket has come loose, revealing the cat’s face in the shade beneath it.)

Fluttershy: (from o.s.) I’ve left her there in the basket.

(From which she promptly jumps out with a grumbly meow to show off her spotless coat.)

Rarity: (from o.s.) Ooh, she looks great. (Cut to her and Sweetie.) I just don’t understand how you’re able to do it.

(She leans down to Opalescence, who is now rubbing her head against Fluttershy’s foreleg and purring contentedly.)

Rarity: I can’t get near her without getting a swipe from her claws.

(And she gets one aimed at her nose, with a complimentary snarl to boot.)

Rarity: Did you use… (Zoom in slightly; her eyes widen.) …the Stare on her?

Fluttershy: Oh, no! I wouldn’t! I couldn’t! I-I don’t really have any control over when that happens. I-It just happens. No. I’m just good with animals. (kneeling to nuzzle Opal’s cheek) It’s my special gift, you know.

Rarity: (winking) Well, you should have a picture of Opal as a cutie mark instead of those butterflies. (Sweetie gets an idea and rushes to Opal.)

Sweetie: Oh, oh, oh, oh! Oh! Oh! Maybe I can be good with animals too!

(The cat is clearly not thrilled with this suggestion and takes a swipe at her mane, severing one of its curls. A big nasty smile stitches itself across the fluffy white face.)

Sweetie: (unnerved) Or not.

(She gallops away as the two mares have a laugh; once it dies out, Opal makes her own stately exit.)

Rarity: I’m sorry I can’t invite you to stay and chat, Fluttershy. I’ve bitten off a bit more than I can chew with this order. (Cut to Sweetie, now by the sewing machine. The curl has grown back out.)

Sweetie: But you’re not eating anything. (Rarity crosses to her.)

Rarity: No, Sweetie, it’s an expression. It means that I’ve taken on more work than I can handle. I’ve got twenty of these special robes to make tonight. They’re due in Trottingham tomorrow morning.

(Ducking her head briefly toward the floor, she comes up with the edge of a piece of glittering yellow fabric that briefly waves across the entire screen. When it settles the view has shifted to Fluttershy, who gasps happily. Rarity holds the material up on a foreleg.)

Rarity: See? I’ve lined them in this special gold silk. It took so long to make, but I think it adds just the right touch, don’t you?  

(On the second half of this line, the camera zooms in slightly to focus on Sweetie, who eyes the silk with undiluted wonder.)

Fluttershy: These are lovely, but twenty? By tonight? How will you get it all done?

Rarity: Well, I, uh…

Sweetie: Oh, oh, oh! Maybe I could… (losing steam as Rarity glares at her) …just… (trotting away) …just stand over here and watch.

Rarity: I’ll manage.

Fluttershy: Well, maybe I should get out of your mane so you can work.

(Before she can even make it to the door, the hunched-down figures of Apple Bloom and Scootaloo barrel in past her, so close to the floor that they might as well be trying to slide into home plate.)

Bloom, Scootaloo: Hi, Fluttershy! (Past Rarity.) Hi, Rarity!

Rarity: Hello, uh, girls.

(Now they reach the glum little unicorn and instantly stop dead, having found the third member of the Cutie Mark Crusaders.)

Bloom, Scootaloo: Hey, Sweetie Belle!

Sweetie: (all smiles) Scootaloo! Apple Bloom!

Scootaloo: You ready for tonight?

Sweetie: (saluting) Yep! Cutie mark planning session is a go! (Cut to Bloom.)

Bloom: Tonight is the night we each try to find our own special talent! (Pan to Scootaloo.)

Scootaloo:  Even if it takes us all night! (Bloom leans over to her.)

Bloom: I’m ready. You ready?

Scootaloo: (winking) Very ready.

Crusaders: CUTIE MARK CRUSADER SLEEPOVER AT RARITY’S!! YAY!!

(The force of their triplicate yell is enough to shake the whole building and every pony in it, as seen when the camera cuts to Fluttershy and Rarity at the end of this line. Stay on them.)

Sweetie: (from o.s.) Aaand…look what I made us!

(She is now wearing a red cape with a blue patch that displays the yellow silhouette of a caped, rearing filly. Enthusiastic approval from Bloom and Scootaloo.)

Fluttershy: What does that patch on your cape mean?

Crusaders: THE CUTIE MARK CRUSADERS!! YAY!!

(On the end of this, cut to Fluttershy, who squinches her face up against their intensity.)

Scootaloo: We’re on a crusade! A mission! (Pan to Bloom.)

Bloom: To find our cutie marks!

Sweetie: Yep, and look.

(By lifting one foreleg, she exposes the inner lining of the cape—a very familiar-looking yellow fabric.)

Sweetie: I lined ’em with this special gold silk. It took so long to make, but I think it adds just the right touch, don’t you?

(During the second half of this line, cut to Rarity, whose face goes slack with a very unpleasant thought, then to a zoom in on the cape lining. The older sister’s eyes contract to panicked pinpoints and one of them starts twitching on its own.)

Bloom, Scootaloo: (from o.s.) Ooooh!

(With a rising moan, Rarity flashes past the Crusaders and Fluttershy to reach her sewing machine. She grabs the edge of the gold silk in her teeth and pulls it free, exposing three rectangular holes where Sweetie cut it out. Back to the trio as the remnant waves into view, framing Sweetie in one of the holes.)

Rarity: (from o.s.) Sweetie Belle! (Sheepish grin.) What have you done?!

(Cut to her; she lets the scrap fall to the floor.)

Rarity: That was the last of the gold silk! Oh, now I’ll have to make more! (shuddering) Oh, I hope I can make more. I’m gonna have to work all night! Which means… (Cut to the downcast trio; she continues o.s.) …sorry, girls. (She turns to face them.) I’m afraid the Crusader sleepover is canceled.

Sweetie: What?!?

Rarity: I just won’t have any time to watch you if I want to get these robes delivered on time.

Sweetie: But—

Rarity: No buts this time. I’m sorry, Sweetie Belle, it’s just the way it has to be.

Crusaders: (dropping heads) Awww… (Zoom out as Fluttershy walks to them.)

Fluttershy: I, uh…I suppose I could take them for the night.

(Three little heads bob up and aim huge ingratiating smiles toward Rarity. They, and the camera, swing from one speaker to the other.)

Rarity: I couldn’t ask you to do that.

Fluttershy: Oh, it’s no problem at all.

Rarity: Have you met my sister and her friends? (Smiles vanish.) A problem is all it would be.

Fluttershy: Did I have a problem with Opal? You’ve seen how well I handle small creatures. (Smaller smiles now.)

Rarity: I suppose that’s true, and I do have a lot of work to do.

Fluttershy: Come on, it’ll be fun. (Smiles vanish.)

Rarity: I assure you, they’re quite a handful. (Smiles widen.)

Fluttershy: These sweet little angels?

(The smiles become positively beatific as a halo appears above each Crusader’s head.)

Rarity: Well…all right.

Crusaders: CUTIE MARK CRUSADER SLEEPOVER AT FLUTTERSHY’S COTTAGE!! (zipping out the door) YAY!!

(With the usual reaction from Fluttershy and Rarity; the former looks warmly after them.)

Fluttershy: So cute. (suddenly panicked) Wait for me!

(She kicks her wings into top gear and flies out, leaving the overworked designer to voice an uneasy moan by herself. Snap to black.)

Act Two

(Opening shot: fade in to the Crusaders as they gallop through a Ponyville street. Sweetie no longer wears her cape, and Fluttershy brings up the rear.)

Fluttershy: Oh, won’t this be ever so fun? We can have a nice little tea party, and braid each other’s tails, and sit quietly and color, and tell each other fairy tales, and—

(By this point, her three charges have long since left her behind, but she does not realize it until this moment. They flash past Twilight Sparkle in a giggling mini-stampede that leaves her spinning in place; once she regains her balance and gets her eyes re-focused, she finds them goofing around at a well. Turning away from the scene, she addresses herself back down the street.)

Twilight: Hello, Fluttershy. (Fluttershy flies into view.)

Fluttershy: Oh! Hello, Twilight. Where are you off to?

Twilight: I’m heading to the Everfree Forest, to Zecora’s, to get some of my favorite tea.

Fluttershy: (suddenly unnerved) The…th-th-the Everfree Forest? Uh, you’ll be careful, won’t you?

Twilight: Of course. How about you? What are you doing with the girls? (Fluttershy touches down.)

Fluttershy: Rarity has a big order to fill tonight, so I volunteered to take the girls over to my cottage for a sleepover.

Twilight: Wow! Sounds like everypony has their hooves full today.

(Pan to the well on the next line, putting her out of view; the Crusaders are nowhere to be seen,

but they soon pop back up. Bloom is on its roof, Scootaloo behind it, Sweetie in its bucket.)

Twilight: Taking care of those three fillies all by yourself? (now o.s.) You sure you can handle it? (They duck away; cut to Fluttershy.)

Fluttershy: What? These sweet little angels?

(On this line, pan slightly away, putting her out of view, as the three zip up and smile hugely with halos popping up over their heads.)

Fluttershy: (from o.s.) They’ll be no problem at all.

(Dissolve to the roof of her cottage at sunset. Her penchant for taking care of animals extends even up to this level; a couple of birdhouses are mounted on the sides of the chimney. Tilt down to ground level as evening comes and she reaches out over the closed bottom half of her front door to pull the top half shut. All the windows glow warmly, and the creatures in their assorted habitats are settling down for the night.)

(Inside, it is much the same story, with the camera positioned at ceiling level to frame a squirrel and a bird in the dwellings built around the chimney. Their preparations are interrupted by the sound of Sweetie’s voice.)

Sweetie: (from o.s.) Wow, look at this place!

(Both of them duck to avoid a pair of saddlebags that are flung their way, and all three Crusaders promptly make themselves heard in an excited cacophony. A shot of this entire end of the room frames them zipping from one place to another, rooting out every surprise they can find in drawers and cabinets.)

Fluttershy: (to herself, smiling fixedly) No problem at all. (addressing them) Okay, girls, uh, what should we do? (Zoom out to frame Scootaloo in the fore.)

Scootaloo: I’m gonna get my mark first!

Fluttershy: Girls? (Sweetie pops up.)

Sweetie: Nuh-uh!

Fluttershy: Should we— (Ditto Bloom.)

Bloom: I am!

Fluttershy: Girls…o-okay now, settle.

(During this line, cut to a large basket in one corner, which Angel the rabbit is using for a bed. He wakes up and jumps clear just before Scootaloo leaps into it, briefly knocking herself cockeyed upon landing.)

Scootaloo: I’m staying up all night! (The others jump on in time.)

Bloom: Me too!

Sweetie: Me three! (Pan to Fluttershy.)

Fluttershy: Uh, I know you’re excited, but—

(The sound of their high-speed departure is heard under this; pan back to the now-empty basket.)

Fluttershy: Girls…

(A sound from elsewhere; cut to Bloom, who stands on a chair and is tipping it sideways to get at a picture on a table.)

Fluttershy: (from o.s.) Oh… (zipping over) …oh, careful with the— (She rights the chair; another noise.) —oh!

(The view shifts to Sweetie, who has her head stuck in the chimney birdhouse.)

Fluttershy: (from o.s.) Uh, girls…

(The unicorn pulls loose, going cockeyed for a moment as Scootaloo did, and Fluttershy blows a hank of her own mane back from her eyes and tries to compose herself.)

Fluttershy: So, what do you want to do? Play a game? (Zoom out; Scootaloo bounds over.)

Scootaloo: We are the Cutie Mark Crusaders! (Bloom joins them.)

Bloom: And we want to crusade for our cutie marks! (Sweetie pops up behind Fluttershy’s head.)

Sweetie: A-And…and we…um…yeah! What they said!

(Extreme close-up of the already-harried babysitter’s face; sweat is beginning to run down it.)

Fluttershy: Mmm—I don’t know. How about a nice, quiet little tea party?

Scootaloo: Or… (looking out window) …we could go adventuring in the Everfree Forest!

Bloom, Sweetie: Yeah!

(They make a beeline for the door, but Fluttershy intercepts them just in time.)

Fluttershy: Oh, no! The Everfree Forest is much too dangerous. It’s filled with far too many strange creatures.

Sweetie: But you could go with us and we could catch those creatures. We could be…um…creature catchers!

Crusaders: YAAAY!! CUTIE MARK CRUSADER CREATURE CATCHERS!!

(With the usual effect on Fluttershy and the cottage. Scootaloo flips an empty basket onto her head, then grabs a rug in her teeth and wraps it around herself and Bloom while standing on the latter’s back. Zoom out to frame all of the “creature,” which totters forward with Scootaloo’s eyes glowing beneath the basket’s shade.)

Scootaloo: (growling) I am a dangerous creature from the Everfree Forest!

(The third member of their ranks flips her eyes one way and another for a few seconds before catching on to the game.)

Sweetie: (advancing slowly) Halt, dangerous creature of the Everfree Forest! I am Sweetie Belle, the creature catcher, and I’m here to catch you!

Scootaloo: You can never catch me! I am far too powerful and dangerous!

Sweetie: You cannot run from me!

(The “creature” growls and flees across the room, with a laughing Sweetie in hot pursuit; a moment later, the unicorn filly is the one trying to get away. Fluttershy watches the spectacle with visible fear that her house will not be standing at the end of this game.)

Fluttershy: Um…oh, maybe that’s not such a…uh, now, girls, how about we do some nice coloring… (Sweetie bounces off her head and o.s.)…oh!

Sweetie: (from o.s.) Come back, dangerous creature…

(Fluttershy ends up sitting on her haunches and chewing her lower lip.)

Sweetie: (jumping onto/off a table) …so I can catch you!

Scootaloo: Never! (Back to Fluttershy; bangs and thuds from o.s.)

Fluttershy: Careful…you don’t… (Camera-shaking crash.) …break anything.

(Close-up of the debris, which used to be the table Sweetie jumped from; zoom out to frame all three fillies. Scootaloo has dismounted from Bloom’s back, but is still wearing the basket on her head, and the trio and the pieces are sitting on the rug they used as a creature pelt.)

Sweetie: Sorry, Fluttershy.

Scootaloo: Yeah, sorry. (Bloom and Sweetie huddle down.)

Bloom: I guess we aren’t creature catchers. (Pan to Fluttershy as she walks over.)

Fluttershy: Oh, girls, it’s okay. I— (Quick pan back to them.)

Bloom: I know! We could be…Cutie Mark Crusader carpenters!

Fluttershy: (small voice) Carpenters?

(The three aspiring woodworkers gallop past her and return to the wreckage one by one. Each now has a stethoscope around her neck and a doctor’s reflector strapped to her forehead. Left to right: Bloom, Sweetie, Scootaloo—the last no longer wearing her basket.)

Bloom: Hammer!

Scootaloo: Hammer!

(She picks one up in her teeth and passes it to Sweetie, who does likewise to get it to Bloom.)

Sweetie: Hammer!

Scootaloo: Hammer!

(She gets a second one and passes it to Sweetie.)

Scootaloo: Hammer! (Brief pause.) Hammer!

(Having realized that she must get the tool herself, she picks up a third one and the three glance sideways at each other with a nod. Back to Fluttershy, who gets startled clean off the floor and into a huddle at the sound of vigorous hand/power tool operation. The ruckus is enough to scare the bird and squirrel seen at the start of this act back into their homes near the ceiling. When it ends, the camera cuts to the overhauled table and zooms out to frame its three builders. The four pieces that made up the top have been sloppily nailed together into a shape that might vaguely resemble a humanoid if the viewer were taking large amounts of hard drugs. It stands atop the upside-down base. The Crusaders have done away with their hammers and medical gear.)

Sweetie: Um, that doesn’t look like a table.

Scootaloo: We were making a table?

Bloom: Somepony needs to put this thing out of its misery.

Scootaloo: (walking away) We are definitely not Cutie Mark carpenters. (Sweetie follows her; Fluttershy reaches in and whisks the thing away.)

Sweetie: Who wants a picture of a hammer on their flank, anyway?

Fluttershy: Well, now that we’ve gotten that out of the way, how about a game? (She flies across.)

Bloom: A game?

(Elsewhere, the other two Crusaders have taken seats on a couch.)

Fluttershy: It’s called “Shhh.” (Bloom pops up behind it.)

Scootaloo: What’s that?

Fluttershy: Well, it’s a game about who can be quiet the longest. Sound fun?

(The only response she gets is a three-way combo of skeptical stares, but she soldiers on. Bloom is now sitting on the couch.)

Fluttershy: I’m the world champ, you know. I bet you can’t beat me.

(Throwing them a big squeaky grin, she sucks in a huge breath and clamps her mouth shut so that the air bulges out her cheeks. Dead silence reigns in the cottage for perhaps three seconds.)

Scootaloo: I lose!

Sweetie: Me too!

Bloom: Me three!

(They are off like a shot, leaving the hapless pegasus to let out her breath. Scootaloo starts jumping on the cushions in Angel’s basket, Sweetie climbs on a cabinet, and Bloom pops up from a corner.)

Scootaloo: Okay, now what can we do?

(The Southern filly gallops across the room; cut to a close-up of the fireplace.)

Bloom: (from o.s.) Ooh! (She pops her head out—upside down, covered in soot.) How about Cutie Mark Crusader coal miners? (The other two emerge next to her.)

Crusaders: Yeah!

Fluttershy: No!

Crusaders: Awww…

(They file sullenly past her, no longer streaked with fireplace residue.)

Fluttershy: I mean, it’s time for bed, don’t you think? Aren’t you excited to get all toasty and warm in your snuggly-wuggly wittle beds? (Cut to Bloom.)

Bloom: “Snuggly-wuggly”? But we have more crusading to do! (Quick pan to Scootaloo.)

Scootaloo: We’ve got plans! (To Sweetie, who has laid Crusader capes by their saddlebags.)

Sweetie: And capes!

(The next shot frames the three headed glumly up the stairs.)

Fluttershy: (from o.s.) Uh, okay, um, maybe the crusading can wait until morning…when it’s light…and not so…dark?

(She comes into view on the second half of this line, shepherding them along. Dissolve to a thoroughly discontented Bloom and Scootaloo, hanging over the footboard of a bed. As Bloom speaks, cut to a shot of this room: a bedroom, with its own fireplace and plenty of small-animal dwellings, a bookcase, and various bits of artwork. Sweetie stands by the footboard, also not too jazzed at the prospect of turning in.)

Bloom: How are we gonna find our special talent in our sleep?

(Fluttershy flies up and blows out a candle on the mantelpiece, leaving the room dark.)

Fluttershy: Maybe you’ll have a lovely little dream about your special talent. (Cut to Scootaloo, now tucked in.)

Scootaloo: But we’re not even tired!

(Longer shot; all three are under covers, and Fluttershy nips the blanket in with her teeth.)

Fluttershy: How about I sing you a lullaby? (Next two lines delivered together.)

Bloom, Scootaloo: Mmm-hmm!

Sweetie: Yeah! (Fluttershy clears her throat.)

Quiet music-box tune, slow 4 (A flat major)

Fluttershy:        Hush now, quiet now, it’s time to lay your sleepy head

(Bloom and Scootaloo start to nod off, but Sweetie stays wide awake.)

                Hush now, quiet now, it’s time to go to bed

Music stops

Sweetie: I know this one!

Fluttershy: Oh, how wonderful! Why don’t you sing it with me?

(The little unicorn nods and coughs a bit, startling her two cohorts out of their half-doze, and throws them a knowing smile before standing up in the bed. They put hooves over ears, apparently knowing what is about to go down.)

Lively gospel melody with backing vocal accents, fast 4 (A flat major)

(Her rendition is considerably more energetic, not to mention louder, and she balances atop the headboard despite Fluttershy’s efforts to calm her down.)

Sweetie:        Hush now, quiet now, it’s time to lay your sleepy head

                Said hush now, quiet now, it’s time to go to bed

Fluttershy: Okay, Sweetie, that was—

(As the song continues, the camera zooms into Sweetie’s open mouth, the view resolving into her lying on a cloud that floats by while the sun sets and the moon rises. The sky darkens in time with this; next, items start to vibrate their way off the mantelpiece and she perches on a railing.)

[Animation goof: Sweetie’s horn is missing while she is on the cloud.]

Sweetie:        Driftin’ off to sleep, the exciting day behind you

                Driftin’ off to sleep, let the joy of dreamland find you

(All but the candle fall off.)

Fluttershy: Thank you, Sweetie, um—

A major

(Now Sweetie appears as a white silhouette standing in a crescent moon, with the night sky’s stars grooving to the music. The whole bed starts vibrating, as Fluttershy huddles and covers her ears against the sonic blitzkrieg. Bloom and Scootaloo, though, are loving every second of it.)

Sweetie:        Hush now, quiet now, lay your sleepy head

                Said hush now, quiet now, it’s time to go to bed

(As she holds the last note, the camera cuts to outside the cottage and pans across its backyard to the chicken coop, whose residents have been spooked into a full panic.)

Sweetie:        OW!!

Song ends

(One bird flaps and squawks past the camera. Behind her, the view shifts back to the bedroom; Bloom and Scootaloo have dived under the covers, but Scootaloo looks up at the sound of the panicked flock.)

Scootaloo: What is that?

(All three look toward the half-open window. Cut to Fluttershy, who finishes putting everything back on the mantelpiece, and pan to follow her turn toward the bed. She gasps upon finding it empty, then looks out the window; outside it, the light comes on and she opens it fully for a look.)

Fluttershy: Girls! (Zoom out; the Crusaders are in the backyard.)

Bloom: Fluttershy, your chickens are on the loose! (Cut to them on the end of this, then back to Sweetie.)

Sweetie: (pensively) I wonder what could have caused that.

(Bloom and Scootaloo glance disgustedly at her—“is she really that dumb?”—and Scootaloo addresses the window.)

Scootaloo: Don’t worry, Fluttershy! (saluting, winking) The Cutie Mark Crusaders will handle this!

Sweetie: Cutie Mark Crusader chicken herders! (as all three race off) Yaaaaay!

Fluttershy: No…I don’t think that’s a…come back!

(Ground level, in the fenced-off chicken yard; the fillies chase the birds back and forth.)

Fluttershy: (from o.s.) Please… (She lands here.) Come on, girls, the chickens are fine…oh…girls…

(One of them roosts on her head; this move, coupled with Sweetie’s lunge toward it, finally makes her blow her cool.)

Fluttershy: Girls!

(All three stop in their tracks, Scootaloo and one chicken peeking out from beneath the ramp that leads to the coop entrance. Eyeing the one still perched on her head, Fluttershy clicks her tongue and gets it to drop to the ground, then gently nudges several back toward the coop.)

Fluttershy: Come on… (They stop on the ramp.) …in you go…

(What she gets is a chorus of uncooperative cackling that annoys her considerably. With no warning, the meek pegasus leans in with eyes wide open, giving the poultry a good view of a surprisingly intense gaze that has not been seen on camera since the end of “Dragonshy.” This can only be the “Stare” that Rarity referred to in Act One. Her chickens’ noise gives way to frightened little squawks, and they slowly back up the ramp as the Crusaders watch, dumbstruck. She gives them a final one-eyed dose to persuade them to enter the coop, where three briefly get stuck abreast in the entrance before popping in. After they have done so, she resumes her usual sweet demeanor.)

Fluttershy: There’s some good chickens. (Cut to the Crusaders; she continues o.s.) Okay. (Zoom out; she turns to them.) You three. Isn’t it about time you got into bed?

Crusaders: But— (Close-up of them.)

Fluttershy: (from o.s.) Please?

(They drop their heads sadly, getting a little smile from her in return. Wipe to the darkened bedroom, where she has tucked them back in and is on her way out.)

Fluttershy: So, no more crusading for tonight, all right?

Scootaloo: Yes, Fluttershy!

Sweetie: We promise, Fluttershy!

Bloom: Good night, Fluttershy! (They close their eyes.)

Fluttershy: Okay. (Zoom in on the bed, putting her o.s.) Good night.

(The retreating sound of her hooves marks her exit from the room. Almost immediately after she has left, each Crusader pops one eye open to make sure the coast is clear. They keep their voices down through the rest of this act.)

Scootaloo: Okay, so what kind of crusading do we do next?

Bloom: There’s not much we can do from this room— (Close-up.) —unless we become Cutie Mark Crusader cottage cleaners. (Pan to Sweetie.)

Sweetie: (drawn-out, nervously) No thanks.

(She is perhaps remembering the fiasco that occurred in the prologue. Outside the window; Bloom peeks out.)

[Animation goof: Sweetie’s mouth moves on Scootaloo’s line.]

Bloom: Well, we have to think of somethin’. We can’t just waste this opportunity to find out what our special talents are…hey, girls! (The other two join her.) Look!

(Cut to an overhead shot of the chicken yard; there is a hole in its fence and a set of tracks leading out. Zoom in on these.)

Bloom: (from o.s.) Some of the chickens may have escaped!

(Pan to follow them to an opening in the backyard fence and onto a path leading away, then zoom out. It leads…)

Sweetie: (from o.s.) Into the forest! (Back to the window.)

Crusaders: (trading high fives) Cutie Mark Crusaders chicken rescuers are go!

(Inside, they peek over the top of the stairs and the camera pans/tilts down to the sound of Fluttershy’s sigh. She is relaxing on the couch.)

Fluttershy: It really wasn’t that hard. (Zoom in; she closes her eyes and the Crusaders peek over the back.) I mean, all I needed to do was just show them who’s in charge. (They sneak toward the door, all wearing their capes.) Nothing’s gonna get past Fluttershy. Good with animals, good with kids.

(Outside, the three hustle across the backyard, following the chicken tracks. Scootaloo gets her cape snagged on a fence post at the property’s edge, but she tears loose and leaves a red scrap behind.)

Scootaloo: Wait up!

(They disappear into the forest. Dissolve to a close-up of Fluttershy, dozing on the couch.)

Fluttershy: Mmm…peace and quiet. (Eyes pop open; she sits up with a gasp.) Too quiet.

(Cut to the bedroom; she flies up the stairs and gasps as she scopes out the Crusader-free area. Outside, she exits to the backyard.)

Fluttershy: Girls? (Inside the coop; she peeks in.) Girls?

(Her eyes pop; cut to her perspective of the nests—one of which is vacant.)

Fluttershy: Elizabeak! (Outside again.) She’s missing! (looking back) Girls? (Gasp; she sees the fence hole and tracks.) Oh, no!

(Pan/tilt up slightly to follow the tracks off the property. The scrap of Scootaloo’s cape still hangs on the post over a parallel set of small hoofprints.)

Fluttershy: (from o.s.) They must have gone looking for my missing chicken! (She trots into view.) Which means…they must have gone into…

(In close-up, she swallows hard and lets one ear droop as the camera zooms in. Her eyes contract almost to points.)

Fluttershy: (shivering) …the Everfree Forest!

(Snap to black.)

Act Three

(Opening shot: fade in to the path leading into the forest. Fluttershy trots resolutely along it.)

Fluttershy: Those girls have really done it this time! They’ve really bitten off more than they can chew… (She stops.) …oh, just like me. I never should have offered to watch them.

(The wild path looms before her; taking a deep breath, she puts her wings to work and flies ahead. Wipe to a close-up of Bloom, seen from the flanks down as she ventures on, followed by Scootaloo, then cut to an overhead view. Sweetie is leading them, and the glowing-eyed silhouette of an owl hoots from a tree branch.)

Bloom: Here, chick-chick-chick-chick-chick! (She squawks; close-up.)

Scootaloo: What are you doing?

Bloom: Callin’ for the chicken.

Scootaloo: That is not how you call a chicken.

Bloom: Oh, and you know how to call a chicken. (Close-up of Scootaloo.)

Scootaloo: I know that’s not the way. (Pan to Bloom.)

Bloom: Then show me. (Longer shot, framing both. Sweetie has gone ahead.)

Scootaloo: I don’t have to show you!

Bloom: You’re just chicken.

Scootaloo: Am not!

Bloom: Oh, wait! Now I know how to call a chicken! (singsong) SCOOTA-LOO-OO!! SCOOT- SCOOTA-LOO-OO!!

(They have stopped in front of a pitch-dark cavern, inside which quite a few glowing eyes open due to Bloom’s “call.” They move ahead again.)

Scootaloo: That’s so funny I forgot to laugh!

Bloom: You also forgot how to call a chicken. (She blows a raspberry.)

Scootaloo: Why, you—

Sweetie: (from o.s.) Come on, guys. (Cut to her; a branch creaks in the wind.) We’re not gonna find the chicken or our cutie marks by arguing.

Bloom: Maybe that’s our special talent! Arguing!

Scootaloo: Is not!

Bloom: Is too!

Scootaloo: Is not!

Bloom: Is too! (turning to present her haunch) Anything yet?

Scootaloo: Nope.

Bloom: Darn! (They laugh in the wind, then carry on.) Here, chick-chick-chick-chick. (Squawk.)

(Quick pan back to Fluttershy, who has reached the owl and is trying not to let nerves do her in.)

Fluttershy: Girls? (Gulp.) Girls?

(She huddles down with a little whimper as the wind kicks up; extreme close-up of her eyes, which flick from side to side and then constrict in terror. A gasp, and the camera shifts to frame all of her, now upright again.)

Fluttershy: (to herself) Get a hold of yourself, Fluttershy… (moving on) …just put one hoof in front of the other.

(Which works fine until she steps on a fallen branch; its snap causes her to yelp and back up.)

Fluttershy: What was that?

(She screams shrilly and gallops ahead at full speed upon running into a tree. When she gets her eyes aimed straight ahead, the camera cuts to her perspective of the path—with Twilight’s silhouette framed against the night sky.)

Fluttershy: Twilight? (Back to her.) Is that you?

(A hopeful little smile plays across her face as she reaches the inky figure and stops. Zoom in.)

Fluttershy: Oh, Twilight, it is you! (Close-up of her and Twilight’s tail.) Thank goodness you’re here. I need your help.

(Cut to the moon overhead; clouds drift away so that its light shines full.)

Fluttershy: (from o.s.) The girls are out here somewhere— (Back to her.) —and I’m afraid that they’re—

(She cuts herself off once enough of the moonlight has illuminated the unicorn’s figure to give her a full view of it. A close-up reveals that “statue” would be a better word, as the unicorn proves to be made of solid rock, her eyes wide and her mouth hanging open in surprise. Fluttershy’s terrified gasp is heard, and she reaches into view to touch the face.)

Fluttershy: (from o.s.) What’s happened to you?

(It topples over as she voices a strangled cry.)

Fluttershy: Oh, no! If you’ve been turned to stone, it must mean…oh…oh, no! The girls! (She takes off ahead, then zips back.) Don’t move! I’ll be back for you. (She flies ahead o.s.) Girls!

(Wipe to a close-up of the chicken tracks, panning to follow them.)

Scootaloo: (from o.s.) Is not! (Zoom out; the Crusaders are following.)