FILLI VANILLI

Written by Amy Keating Rogers

Produced by Sarah Wall, Devon Cody

Story editing by Meghan McCarthy

Supervising direction by Jayson Thiessen

Co-directed by Jim Miller

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

Light woodwind/harp/string melody, triplet feel, brisk 4 (A major)

(Opening shot: fade in to the exterior of Fluttershy’s cottage in the morning. Zoom in slowly as three chirping birds fly toward one of the uppermost windows, then cut to it. They gather here, tweeting happily, and the pegasus opens the window to address them.)

Fluttershy: Oh, good morning, little friends. Your singing is oh so pretty. (They circle before her, chirping a bit.) Oh, yes, it is a very beautiful day today— (Off they go; tilt down slowly.) —certainly something worth singing about.

(Ducking inside the cottage, she is out among the birdhouses a beat later to feed the animals: balls of seed for the birds, flowers and vegetables for the rabbits.)

Fluttershy:                There’s music in the treetops, and there’s music in the vale

(Now she scatters feed for the chickens gathered outside the coop.)

                        And all around you, music fills the sky

(Bread crumbs for the ducks in the brook; a bird brings in a wrapped load and sets it down—acorns for some squirrels.)

                        There’s music by the river, and there’s music in the grass

(She spirals upward after the birds.)

                        And the music makes your heart soar in reply

(Her words give way to vocalizations as she sets a honey-saturated beehive down in front of a sleeping bear; it wakes up with a grumpy growl, but her voice quickly pacifies it. Next she turns her attention to three mice in the knotholes of a tree and gives a hunk of cheese to each, then trots along a path in a flower-filled meadow with her rabbit Angel on her back and plenty of bunnies and birdies in tow. A couple of blooms are stuck into her mane before she gallops ahead and Angel jumps clear. At the brook’s edge, she leans down to sing briefly to a couple of frogs, then lifts off to turn somersaults over a cavalcade of small cute critters making their way across her backyard. Finally she rises high into the air to hold out one last high note.)

Song ends

(The performance earns her a hearty round of applause and cheers from the bunch; she descends to the ground in front of them.)

Fluttershy: Oh, thank you so much. (Chuckle.) You’re too kind. (Blush.)

Pinkie Pie: (from o.s., awestruck) Wow!

(The yellow face goes slack with instant shock; cut to her five friends in the backyard. All jaws but Pinkie’s are hanging full open in total surprise, Applejack’s hat pops briefly off her head, and a guttural little bray emanates from somewhere among these four. The pink mare, on the other hand, is smiling broadly at the impromptu aria. Although mostly hidden by Rainbow Dash’s head, the bottom edge of Rarity’s saddlebags can be seen in this shot. Cut to Fluttershy, half-hunched down on her haunches among the animals.)

Fluttershy: Ohhhh. (Zoom in slowly.) You…um…you didn’t hear me…um…

Pinkie: (increasingly worked up) Singing in the most beautiful voice ever?!? (Rainbow flies across the yard.)

Rainbow: Uh, yeah, we did!

(The singer’s face leaps from mere fear to brain-melting terror in the time it takes her to pull in a soft gasp. As the sky darkens behind her, the flowers fall from her mane and she voices a horrified little shudder, hunkering down and covering her eyes while a long pink strand falls over one of them. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the gathering in Fluttershy’s backyard, then cut to Twilight Sparkle and Applejack at one end of the line.)

Twilight: Wow! I’ve never heard you sing a solo like that before! (Pan slowly from one to the next.)

Applejack: It was like a little slice of heaven.

Pinkie: (rising to hind legs) With ice cream on top! (Rarity whisks across.)

Rarity: Fluttershy! I cannot believe your spectacular voice isn’t part of the Ponytones Quartet!

Fluttershy: Um…well…I…

Rarity: (magically opening her bags, floating/unrolling a poster) Especially since you’re having us perform for your Ponyville Pet Center fundraiser tomorrow night.

(On the end of this, she maneuvers the sheet close enough to show its design in full detail. A piggy bank with a coin dropping in is surrounded by rabbits and twinkling stars, with the faces of four ponies in a row across the bottom. Two are Rarity and Big Macintosh; the others are an earth pony stallion and mare. He is blue and lanky, with a darker blue mane and brown eyes, while she has a white coat and a red/magenta-striped mane in a bead-studded bun with one strand hanging over her pink-shadowed, pink-violet eyes. All four are dressed in matching blue-green sweaters with yellow trim, white shirts, and pale-yellow/blue-green-striped bow ties, and musical notes and symbols surround their faces. Cut to Fluttershy.)

Fluttershy: Well…uh, well, you see, I— (Back to Rarity; the poster is rolled up.)

Rarity: This simply must be rectified. You must share that stunning voice at the event. (Pinkie zips up behind Fluttershy.)

Pinkie: Yeah! It’ll be so amazing! You’d be there on stage, basking in the hooflights, the center of attention!

(Cut to a most uneasy Fluttershy and zoom in slowly; during the next line, the background behind her darkens and goes out of focus and her disquiet grows a few notches.)

Pinkie: (from o.s.) A shining star, with everypony staring at you! (Back to her; zoom in slowly.) Judging you, jealously noting how they could be way better than you! Why wasn’t it them? Why wasn’t it them? (To Fluttershy, with tears running from both eyes; she continues o.s.) And then, when you choke— (To Pinkie.) —they’ll turn on you, becoming a seething, angry mob, and you’ll be horribly humiliated— (To Fluttershy on those last two words, then back.) —never able to show your face in Ponyville again!

Rarity: Pinkie Pie! (She telekinetically whaps Pinkie over the head with the poster.) Don’t be ridiculous! (The latter shakes her head clear.)

Pinkie: Aww, but I’m so good at it! (Close-up of Rarity.)

Rarity: (sighing, walking back toward cottage) Come, Fluttershy. You will join the group, making the Ponytones Quartet the Ponytones Quintet!

Fluttershy: (from o.s.) No.

(Longer shot, framing both; she has not moved, and Rarity freezes in her tracks, caught completely off her guard.)

Rarity: Pardon me?

Fluttershy: I love the Ponytones. I’m one of their biggest fans. But I do not want to perform with them.

Twilight: Why not, Fluttershy?

(Cut to a long shot of the pegasus, the camera aimed at her from between Twilight and Rarity; zoom in slowly.)

Fluttershy: Well…you see…I…I have…um…I…I have… (Rainbow flies over to her.)

Rainbow: Spit it out!

Fluttershy: I have…stage fright.

(Sucking in a sharp gasp, Pinkie dives for cover behind the nearest clump of bushes and fearfully puts her head up.)

Pinkie: Is it contagious? (Twilight jumps over near her, smiling.)

Twilight: Stage fright isn’t a disease, Pinkie. It just means that Fluttershy is scared to perform in front of everypony. (Fluttershy smiles as well.)

Fluttershy: I’m very thankful the Ponytones are singing at the Pet Center fundraiser. (Cut to a disgruntled Rarity; she continues o.s.) And I’m really looking forward to the performance. (Back to Fluttershy.) But I’ll be watching safely from the audience.

Rarity: (sighing disappointedly) Well, I think it’s a terrible waste of an exquisite talent. (smiling gently) But I understand that you’re not comfortable. (Close-up of Fluttershy.)

Fluttershy: Thank you.

(Angel jumps up to get her attention; zoom out quickly to frame her, Pinkie, Rainbow, and Rarity.)

Fluttershy: Oh! Angel’s right! We better get going! (Rainbow flies off; she and Rarity start walking and Pinkie hops.) There’s a lot of work to do before tomorrow’s event.

(Tilt up into the blue sky, then dissolve to a banner strung up overhead, depicting alternating rabbits and hearts. Balloons and ribbon-bedecked bunches of flowers are on display up here as well, and a low murmur of conversation can be heard. Zoom out to frame the entire area, a stretch of park land outside Ponyville proper; quite a few ponies are on the job setting up for this fundraiser. In the background is a sign that displays a picture of Fluttershy. As the camera pans through the site, it picks out plenty of other decorations and volunteers; on a hilltop in the distance is s small gazebo set up with a stage. A dissolve shifts the view to this structure; the four Ponytones are on the stage, with Spike behind them at the curtain and a few onlookers out front. Zoom in slowly as Rarity clears her throat. They are dressed in the sweater/shirt/tie outfits from Rarity’s poster, and their sleeve cuffs are marked with yellow and white stripes. The blue stallion, Toe Tapper, has a cutie mark of five eighth notes arranged in a star; Torch Song, the mare, has a deep pink hat with a card or photograph tucked into its band as hers. Macintosh does not wear his hitching collar, and Rarity has done away with her saddlebags.)

Rarity: All right, Ponytones, let’s run through that again.

(She levitates a pitch pipe out from behind herself and blows a B flat.)

A cappella doo-wop melody, bright 4 (B flat major)

(Macintosh starts off with a low scat-style rhythm line, to which the others add higher harmonies after a couple of bars, then begins to sing.)

Macintosh:                        Everypony’s sayin’ you should learn to express your voice

(Fluttershy sings along to herself while setting out birdhouses, but stops short upon seeing a couple of mares passing close by her table.)

                                But if talk doesn’t seem like it’s the answer

Ponytones:                        Luckily you have a choice

(The vocal line now splits into multiple parts; each of the following groupings constitutes one separate line of the song.)

Macintosh:                        When you find you’ve got the music, music in you

Rarity:                        Find the music

Toe, Torch Song:                When you find you’ve got the music, got the music in you

(The audience members are bobbing their heads with the beat, and a zoom out frames Fluttershy watching from a bridge over the stream and twitching her tail in time.)

Macintosh:                        Find you’ve got the music, music in you

Rarity:                         Oh, you’ll find the music

Toe, Torch Song:                Find you’ve got the music, got the music in you

Song ends

Fluttershy: (contentedly) Mmmm… (She steps away; cut to Spike.)

Spike: Woo-hoo! Yeah! (He runs across the stage to Rarity, shoving past the others.) Rarity, you were awesome!

(Said three give him a round of funny looks…)

Rarity: Uh, thank you, Spike, but this is an ensemble.

(…and line up with eager smiles as he straightens up to face them.)

Spike: (dismissively, walking away) Meh, the rest of you were pretty good too.

(The funny looks turn dirty and aim themselves at the back of his head; now Fluttershy and Angel approach the stage.)

Fluttershy: Oh, I thought you were all amazing, Ponytones. (Smiles all around; Torch Song laughs a bit.)

Torch Song: Thanks, Fluttershy.

Rarity: Now, Ponytones, I want you all to rest your voices for the remainder of the day. We’ll do a final run-through tomorrow before the big event. All right?

Macintosh: Ee-yup.

Torch Song: (following Toe away) Sounds great. (Fluttershy flies up onto the stage.)

Fluttershy: Oh, Rarity, the Ponytones are really gonna make the Ponyville Pet Center fundraiser so special. Thank you so much for helping me help the animals.

Rarity: Oh, yes. It is wonderful when a plan comes together without any sort of drama, isn’t it? (They nuzzle happily.)

Fluttershy: Mmm-hmm.

(Her soft giggle is followed by a dissolve to a long shot of Ponyville under a peaceful moonlit sky. The moon drops below the horizon like a rock and is just as quickly replaced by the sun, the purple shades of night giving way to cheerful blue as a rooster’s crow pierces the calm. Cut to a close-up of the animal and zoom out; it is roosting on the edge of a low wall that encircles a festooned tree at the fundraiser site, and Fluttershy walks through with Angel on her back. Booths, flowers, ribbons, a few bunnies touching up their own duds for the night, and a fenced-in enclosure filled with animals ranging in size from mice to full-grown deer.)

(Cut to a long shot of the stage and zoom in slowly. Toe and Torch Song are here, pacing a bit; cut to a close-up as Fluttershy walks up, with Angel now alongside her.)

Torch Song: ’Morning, Fluttershy.

Fluttershy: Good morning, Ponytones. (Rarity puts her head out from behind the curtain.)

Rarity: Actually, we’re the Ponytones minus one ’Tone. Big Mac is inconveniently late.

(A clatter of approaching hooves asserts itself, and the camera pans to the opposite end of the stage just in time to catch the big red workhorse clambering up onto it. He is badly winded and sounding more than a little hoarse, but this does not stop Rarity from training her most withering glare on him. The fact that his bow tie is undone does very little to endear him to her at this particular moment.)

Rarity: Well, there you are! (His head snaps up.) Have I not told you about punctuality?

(Before he can get a word out, she fires up her horn and knots his tie, adding a sound that might best be translated as “shut it.”)

Rarity: I don’t want to hear it.

(A few steps to her place in the lineup, and she floats out her pitch pipe to blow a B flat. She, Toe, and Torch Song start to bob in time with the tempo, but Macintosh stands rooted in place and looking scared enough to get Rarity grimacing his way. His hard swallow comes through loud and clear; Angel quickly picks up on the feeling that something is wrong, but Fluttershy just smiles and waits for the music to start. Sweat starts to run down the broad red face, contorted in a grimace.)

Rarity: (pointedly) Big Mac? Can you please start the song?

Macintosh: (hoarsely, stammering) Nn-nope. (She leans into his face, instantly panicked.)

Rarity: Big Mac! Did you lose your voice?

Macintosh: (swallowing hard) Ee-yup.

(A unison gasp from his three group-mates, then a separate one from Fluttershy. Snap to black.)

Act Two

(Opening shot: fade in to a long shot of the stage. Zoom in slowly, then cut to a close-up.)

Rarity: (to Macintosh) Whatever did you do to cause this?

Macintosh: Well…

(A wavering dissolve shifts the scene to a different stage, this one set up on the grounds of Sweet Apple Acres and topped with a sign showing a turkey’s head. Applejack stands here, next to a large trophy topped with a statue of the bird. Her words are amplified by the microphone in front of her. Zoom in slowly past the considerable crowd.)

Applejack: Howdy, everypony, and welcome to the twelfth annual Ponyville Turkey Call!

(Cheers from the crowd, which includes Granny Smith, Apple Bloom, Cranky Doodle Donkey, and his old flame Matilda. A turkey pops up among them with an apprehensive little gobble; cut to a profile close-up of Applejack.)

Applejack: Who will take the title this year? Will it be somepony new…

(She backs away slightly, revealing Macintosh off at one end of the stage, and gestures to him. He does wear his hitching collar, no Ponytones outfit, and half a dozen gold medals around his neck. During the next line, zoom in slowly on the big stallion, putting Applejack o.s.)

Applejack: …or will the turkey-call champion of six years defend his title to make it lucky number seven?

(On the second half of this, Pinkie slowly pokes her head up into view beyond the stage edge, displaying a devious little grin, then descends out of sight in the same way.)

Granny: We’ll find out if you stop your gabbin’ and get on with the gobblin’! (Close-up of Applejack.)

Applejack: All right, everypony. Let’s talk turkey! Big Mac, you’re up!

(Zoom out quickly to frame the entire stage; her brother crosses calmly to the microphone and takes a deep breath. Around him, the scenery dissolves to the here and now of the stage, and his head and Rarity’s drop in unison.)

Rarity: (indignantly) A…a…a turkey call? You lost your voice doing a…a turkey call?

(She magically yanks on his tie at each repetition of “turkey call.”)

Pinkie: (hopping past, wearing a gold medal) Lost his voice and the title!

(The goofy pink pony lets go with a very realistic turkey gobble, eliciting a round of surprised stares.)

Rarity: Now we can’t perform tonight!

Fluttershy: Wait. What? (Angel shakes his forelegs frantically and points.) No!

(She takes note of his gesturing, catches its meaning with a gasp, and turns back to Rarity.)

Fluttershy: You have to perform! Otherwise the fundraiser will be a disaster!

Rarity: Well, we cannot perform tonight with only three voices.

Fluttershy: Why not?

Rarity: (rolling her eyes) It would take rearranging all the music, and we just don’t have time. (Cut to Fluttershy; she continues o.s.) I’m sorry, Fluttershy, but I have no remedy for this situation.

(The fan ponders these words for a moment, then draws in a long gasp as a brainstorm strikes under the pink mane. Zoom out to frame the entire stage.)

Fluttershy: (smiling) Of course! A remedy! Follow me!

(She gallops off, Angel scrambling to catch up, and Rarity and Macintosh leaping down to follow them. Toe and Torch Song, on the other hand, stay put and trade a fairly confused look. Dissolve to the exterior of Zecora’s hut and zoom in slowly.)

Zecora: (from inside) Hmm-hmm.

(Cut to a head-on shot of the zebra inside, seen from behind the teeth and tongue of a slowly opening mouth that she is examining intently. The next voice gives away the owner of this dental equipment.)

Macintosh: Ahhhhh… (She leans in closer.)

Zecora: Mmmm…mmmm… (Cut to a close-up of both.)

Macintosh: Ahhhhh…

(After a second or two, she closes his mouth with her hooves to cut off his voice. Zoom out to frame him, her—standing on a stool to gain the needed height—Fluttershy, Rarity, and Angel.)

Zecora:                 I can cure this pony that is hoarse.

(She jumps down and crosses the floor.)

                        But it will take a longer course.

Rarity: Uh, come again? (Zecora examines a shelf of bottles.)

Zecora:                Mmm…I can mix a brew that will work just right,

                        But it cannot heal him by tonight.

Fluttershy: Oh, no! (Half-grunt of frustration/fear.) Where are we ever gonna find a deep voice to replace Big Mac’s?

(The herbal expert, having rejoined the others, just chuckles knowingly and manages to get on Rarity’s nerves in a hurry.)

Rarity: Pardon me, Zecora, but this is no laughing matter. We need a bass voice for the harmonies to work. Without it, the performance will be ruined! (Cut to Macintosh and Zecora.)

Zecora:                Please, forgive my strange elation.

                        But I was not laughing at your situation. (Pan to frame Rarity behind her.)

Rarity: Then what? (A wavering dissolve begins.)

Zecora:                Remember when you pony folk

                        Stumbled into Poison Joke?

(The second half of the previous line is delivered in voice over as the transition is completed, presenting a soft-focus flashback to “Bridle Gossip.” The mares stand within a patch of the blue plants that have a very strange sense of humor, with Bloom riding on Applejack’s back and Pinkie jumping around in the foliage. As Zecora continues, the view cuts to each afflicted pony in turn, now back in the library: Fluttershy unwilling to speak, tiny Applejack, Twilight with her horn blue-spotted and floppy, Pinkie blowing a raspberry with her swollen and similarly spotted tongue, Rainbow struggling to get free of the bookshelf ladder due to her upside-down wings, Rarity blowing her long and matted mane out of her face.)

Zecora: (voice over)                Miss Fluttershy had an unusual change,

                                Deepening her vocal range.

Fluttershy: (deep male voice) I don’t want to talk about it.

(WD back to the present.)

Rarity: (catching on) Yes, yes! (She crosses to Fluttershy.) Your voice became really low, making it sound like… (A gasp from the pegasus; zoom in.)

Fluttershy: …Flutterguy!

(The nickname that Spike came up with for her in “Bridle Gossip.” Now Zecora holds a bowl of Poison Joke leaves taken from a shelf.)

Zecora:                With these leaves, I can mix a brew

                        Creating the same effect on you.

Rarity: Zecora, that’s fantastic!

Fluttershy: Yes! I’ll do it! I’d do anything for the animals!

Rarity: Why, you’d even appear onstage!

Fluttershy: (stunned) Oh. Except that.

(This response prompts the unicorn to direct a puzzled glance over at Macintosh, then a glare at the pegasus with performance anxiety.)

Fluttershy: I just can’t bring myself to sing onstage in front of everypony.

(Her glance toward Angel is met with a refusal to make eye contact and an out-thrust forepaw as if to say, “Don’t come crying to me, sister.” Now it is Rarity’s turn to get an idea cooking in close-up; as she speaks, zoom out to frame all five.)

Rarity: What if you sang not in front of everypony?

Fluttershy: Huh?

Rarity: What if Big Mac was on stage, moving his lips while you’re behind the curtain singing his part? (Macintosh nods encouragingly.) It would be just like singing in your house! (Close-up of the unsettled Fluttershy; she continues o.s.) Nopony would know it was you.

Fluttershy: Even still, I just don’t think I could sing in front of— (Zoom out; Rarity leans into her face.)

Rarity: You must! (levitating Angel up) For the animals!

(The white fuzzball puts on his most pathetic, teary-eyed face and voices a little whimper for added effect.)

Fluttershy: Oh… (Encouraging smiles from the other three equines.) …okay, then. (She swallows hard and puts some steel in her voice.) Mix it up.

(Dissolve to a pan through the fundraiser site that evening, now filled with ponies and animals enjoying themselves in various ways. Stop on a long shot of the stage and its gathered audience and zoom in slightly, then cut to the backstage area. The Ponytones are gathered here, along with Fluttershy.)

Rarity: (whispering) Now, do it just like we practiced.

(Fluttershy and Macintosh nod; Rarity turns toward the curtain, and Fluttershy takes a deep breath and holds it, the blue-green eyes flicking back and forth. Outside, the stage’s front edge and the beams holding up the gazebo roof have been dotted with fireflies whose lights are out. Rarity emerges onto the stage to take in the excitedly murmuring crowd. Spike is front and center, but a large pegasus stallion steps up and takes a seat directly in front of him. White coat; short, dark gray mane/tail, beard, and mustache; dark gray hoof tips and T-shirt; hard green eyes behind “hipster” glasses; cutie mark of an acoustic guitar. A very small pegasus filly flits in to hover near his shoulder, prompting a brief smile out of him. This one, Zippoorwill, has an off-white coat, brown mane/tail, lighter green eyes, glasses, a small tiara, and a cutie mark of three paw prints. She perches on the stallion’s shoulder—father and daughter—and Rarity speaks up to address the gathering.)

Rarity: Good evening, citizens of Ponyville! I want to thank you all for coming out tonight and generously supporting the Ponyville Pet Center.

(A series of cuts to various spots in the audience follows: a filly grinning at a tortoise that looks very much like Rainbow’s pet Tank, Lyra Heartstrings and a stallion smiling at the bird that has taken a seat on the latter’s head, old Goldie Delicious—the cousin sought out in “Pinky Apple Pie”—with cats stuffed into her saddlebags. Applejack and Bloom shoot disapproving glances at her from either side, most likely remembering the feline-infested state of her cabin. From them, pan to Twilight, Pinkie, and the turkey from the previous day’s contest. The Princess glances around nervously, while the pink champ—no longer wearing her medal—just grins toward the stage.)

Rarity: (from o.s., during previous) Thanks to your kindness, pets are finding loving homes and we’re sure to meet our fundraising goal.

Twilight: Where’s Fluttershy?

Applejack: Prob’ly hidin’. (Pinkie’s alligator Gummy starts trying to chew on the turkey.) You know how much that pony hates the spotlight.

(Long shot of the stage, zooming in slowly; Rarity stands in a spot at stage right.)

Rarity: So, with no further ado, please welcome… (All the fireflies light up at once; the rest of the group comes out through the curtain.) …the Ponytones!

(Enthusiastic cheering greets their arrival; cut to Fluttershy backstage, positioned so she can just barely see through an opening in the curtain. She swallows hard to force her nerves down, while out onstage Rarity levitates up her pitch pipe and sounds a B flat. A deep breath from the hidden pegasus, a matching one from the red stallion, and Fluttershy begins to sing his scat introduction in the low voice she gained after falling victim to Poison Joke. Macintosh lip-syncs to the melody as the others join in, and a few beats in, Fluttershy’s trepidation yields to a genuine smile.)

*** Until further notice, her voice remains in this deep register. ***

Same doo-wop style/key/tempo as rehearsal, but with drums/bass/handclaps added

Vocal harmonies and accents added under the main melody

Fluttershy:                Trot outside and you see the sunshine, something’s in the air today

(Spike starts to get funky, even though his line of sight is blocked by the big pegasus.)

                        Sky is clear and you’re feelin’ so fine, everything’s gonna be A-okay

Rarity, Toe:                If you listen carefully, on every corner there’s a rhythm playing

                        Then it happens suddenly, the music takes you over

(Each of the following two groupings constitutes one line.)

Fluttershy:                        And you’ll find you’ve got the music, music in you

Rarity:                        Find the music

Toe, Torch Song:                And you’ll find you’ve got the music, got the music in you

(Cut to a close-up of Fluttershy’s tapping hooves and tilt up slowly to her beaming face.)

Fluttershy:                        Find you’ve got the music, music in you

Rarity:                         Oh, you’ll find the music, oh

Toe, Torch Song:                Find you’ve got the music, got the music in you

(Now Fluttershy lets her vocalization lead the others into the second verse, and Cheerilee is so overcome that she goes over in a semi-faint in the front row, tipping a wink to Macintosh.)

Fluttershy:                        Everypony’s sayin’ you should learn to express your voice

                                But if talk doesn’t seem like it’s the answer

Ponytones:                        Luckily you have a choice

(Same split as in rehearsal.)

Fluttershy:                        When you find you’ve got the music, music in you

Rarity:                        Find the music

Toe, Torch Song:                When you find you’ve got the music, got the music in you

Fluttershy:                        Find you’ve got the music, music in

Rarity:                         Oh, you’ll find the music

Toe, Torch Song:                Find you’ve got the music, got the music in

Ponytones:                You’ve got the music, got the music in you

Song ends

(Zoom out quickly from the stage; the fireflies lining it flit away, and the crowd breaks into wild applause and cheers. It comes through clearly to an ecstatic Fluttershy in her hiding place; she lets her face shift into an appreciative smile. Cut to the crowd.)

Crowd: (chanting) Ponytones! (The group again; they continue o.s.) Ponytones!

(They grin in acknowledgement; Fluttershy nudges the curtain closed and hunches down with a little smile of pure joy. Seconds later, there is a stampede pat the animal enclosure, leaving it completely empty and with its gate swinging open. A rush back toward the stage consists of Twilight, Applejack, Pinkie, Rainbow, and Spike.)

Twilight: Ponytones! That was truly amazing!

Applejack: And you sounded better than ever, big brother!

(Cut to the singers on the end of this; Macintosh blushes and can manage nothing beyond a bashful little giggle/snort. Fluttershy takes advantage of the moment to slip away from the far end of the stage, but suddenly finds her escape cut off by Pinkie.)

Pinkie: Fluttershy, you were on the wrong side of the curtain! (Zoom out to frame Twilight/Applejack/Rainbow.) You totally missed the show!

(That gets Rarity good and scared; her eyes flick from side to side before she crosses to the pair, recovering her composure.)

Rarity: Uh…just like a true professional, Fluttershy was backstage making sure everything ran smoothly. (whispering to Fluttershy, winking) And it was perfect.

(The blue-green eyes pop wide open above a surprised smile. On the start of the next line, cut to a longer shot of the stage. Zippoorwill’s father flies over, speaking in a South American accent; she is not on his shoulder.)

Father: That was fantastic, Ponytones!

(Here comes the little filly, carrying a puppy and flying in short, sharp jerks like a hummingbird. She has the same accent and sounds as if she has sucked down half a tank of helium.)

Zippoorwill: (flying around within the group) My new puppy and I thought it was super-duper crazy good!

(She finally stops in front of Fluttershy, the pet looking woozy enough to lose its lunch on the spot.)

Rarity: Why, thank you! (Zippoorwill flies back to her father, taps him on the chin, and drops o.s.)

Father: And we were wondering if you would consider performing at my daughter Zippoorwill’s cute-ceañera. (Tilt down to her.)

Zippoorwill: (flying up a bit) Will you? Will you?

Rarity: We’d love to. Uh, when is it? Next week? Next month?

Father, Zippoorwill: Tomorrow!

(The brains of all three musical conspirators throw a rod at the same time; it takes a moment before the unicorn trusts herself to get out a coherent reply.)

Rarity: Oh, gracious, I’m terribly sorry. (walking to stage edge) That’s just much too last-minute. (Father’s ears droop.)

Zippoorwill: (crushed) Oh, no!

Father: (walking away; she follows, flying) Well, I understand.

(The disappointment is so great that her wings, which up until now have been buzzing nonstop, drop back to a slow flap. Fluttershy shifts position to stare after them and sees Zippoorwill drop to the ground and aim one last despondent glance back at the stage. She plods after her father.)

Fluttershy: Oh, Rarity, we can’t disappoint that sweet little filly.

Rarity: Are you sure you’re up for it?

(To which the basso-voiced mare gives a demure but confident nod. Dissolve to the exterior of the town hall and zoom in slowly. The entire town square is liberally decorated, with a banner over the front entrance as the capper; it shows Zippoorwill’s face, flanked by a large copy of her cutie mark to either side. Ponies gravitate toward the building; cut to inside, where the Ponytones are doing their thing onstage. Colts and fillies are listening eagerly, among them Zippoorwill and her father.)

Same style/key/tempo as at the fundraiser, with three-way split vocals

Fluttershy:                        When you find you’ve got the music, music in you

Rarity:                        Find the music

Toe, Torch Song:                When you find you’ve got the music, got the music in you

(Her face clearly broadcasts the fun she is having as the singing equivalent of a ghostwriter.)

Fluttershy:                        Find you’ve got the music, music in

Rarity:                         Oh, you’ll find the music

Toe, Torch Song:                Find you’ve got the music, got the music in

Ponytones:                        You’ve got the music, got the music in you

Song ends

(The juvenile crowd’s cheers are accentuated by Zippoorwill flying all over the place.)

Zippoorwill: Whoo! Yeah! All right! We got the Ponytones! We got the Ponytones!

(The positive response continues as the quartet goes backstage, with Fluttershy holding the curtain open for them. However, as soon as Mayor Mare walks into view, she whisks up and o.s. as if shot from a cannon.)

Mayor Mare: (laughing) Amazing, Ponytones! And it would be even more amazing if you could perform at my ribbon-cutting ceremony tomorrow.

(Just as before, it takes Rarity a second or two to recover from the surprise of this request.)

Rarity: Oh, Mayor, we would love to, but—

(A glance away and a slight pan reveal the presence of Fluttershy, who is hanging upside down from above to eavesdrop. Receiving a sideways flick of the head and a node from the inverted mare, Rarity quickly shifts gears and smiles.)

Rarity: Um— (Clear throat; Fluttershy rises o.s.) —will you excuse us for a second, Mayor?

Mayor Mare: Certainly.

(As soon as she is out of earshot, a right-side-up Fluttershy drops down to Rarity’s level.)

Rarity: (whispering) Don’t worry, Fluttershy. You don’t have to perform again.

Fluttershy: But we wouldn’t want to disappoint the Mayor.

(The unicorn is taken slightly aback by this response at first, but then throws her a calculating smile.)

Rarity: Well, then. (addressing herself o.s.) Mayor?

(Cut to the elected official and a bespectacled earth pony mare who is showing her a clipboard of documents. The two look back toward the group; Fluttershy is huddled down behind Rarity.)

Fluttershy: The Ponytones will happily perform at your ceremony.

(Big grin from Mayor Mare; a cut to the other three group members and pan to Fluttershy and Rarity shows that the feeling is mutual. Wipe to a close-up of a broad red ribbon strung in front of a closed passage.)

Same style/key/tempo as at the fundraiser, with vocal harmonies/accents

(A pair of golden scissors is lifted into view to snip the ribbon as the Ponytones’ introductory vocals start up, and they straighten up into view. Zoom out quickly; they are in the town square, behind a market stand whose sign marks it as selling jokes/novelties. Mayor Mare is alongside it, and a good-sized knot of ponies has congregated to listen. When Macintosh starts to “sing,” his lines come through with a higher degree of energy and a slightly different melody.)

Fluttershy:                Trot outside and you see the sunshine, something’s in the air today

(He glances toward a barrel at one end of the stand, with sound waves emanating from its bunghole. Cut to inside, where Fluttershy has stashed herself.)

                        Sky is clear and you’re feelin’ so fine, everything’s gonna be A-okay

(Her perspective through the hole as the group shifts back to the intro harmonies; Aloe and Lotus, among the audience, stomp their hooves in wild applause and trade a glance. Outside; after the show, they slide up to Rarity with eager looks, but she shakes her head—turning down what can only have been an offer to do a gig. However, a yellow hoof snakes into view and taps her on the shoulder; she turns to the barrel, from which Fluttershy is peeking out with its open lid propped on her head.)

Fluttershy: We wouldn’t want to disappoint the spa patrons.

(A smile and over-shoulder glance from Rarity. Cut to the periphery of the main hot-tub room at the spa; all the chairs are occupied by clients being thoroughly pampered. Pan to the tub itself, where the Ponytones are arranged on the platform that encircles its rear half; a short tube protrudes from the surface of the water. A tilt down from their level shows where Fluttershy is hiding out this time: in the tub, wearing a deep-sea diving helmet with a tube attached to pipe her voice up to the surface.)

Rarity, Toe:                If you listen carefully, on every corner there’s a rhythm playing

(Post-show: Rarity, still on the platform, watches the other three talking with Cheerilee and Lotus. Fluttershy puts her head up, the front sight window of her helmet open.)

                        Then it happens suddenly, the music takes you over

Fluttershy: (under previous) We wouldn’t want to disappoint the school ponies.

(Yet another smile from Rarity. Cut to the classroom inside the schoolhouse; the Ponytones are up front, putting on a show for Cheerilee’s class. Through a window in the far corner, the top of Fluttershy’s head is visible but going quite unnoticed; she has shed the helmet. Zoom in on it, then cut to her outside in the bushes; she is really getting into the act now, and she even flips over to shake her rump in the air.)

Three-way split vocals

Fluttershy:                        Find the music you got in your heart

Rarity:                        Find the music

Toe, Torch Song:                And you’ll find you’ve got the music, got the music in you

(The changed-up lyrics throw Macintosh for a loop, and a few trickles of sweat work their way down his face as he does his best to keep up. It is abundantly clear that his co-conspirator is starting to go off the rails.)

Fluttershy:                             You can find it, oh yeah, yeah, it’s in you now

Rarity:                        Find the music

Toe, Torch Song:                And you’ll find you’ve got the music, got the music in

Two-way split vocals

Fluttershy:                        Yeah, got the music in you

Rarity, Toe, Torch Song:        You’ve got the music, got the music in you

Song ends

(Cheers from the foals; Macintosh throws an unnerved glance toward the window, then faces front and smiles with the others. Dissolve to a slow pan along one street and a very long line of ponies stretching down the block. It is nighttime, and they are queued up in front of Sugarcube Corner, where the camera stops. A sign depicting the Ponytones’ faces has been set up here, and Spike—equipped with a pair of sunglasses and a clipboard—is on doorman duty. Close-up: when Carrot Top steps up, he gives her a brief look over the lenses’ top edges, scrutinizes the list, and waves her in. As she enters the building, the camera pans past the sign and stops on a window just beyond its far edge. The curtains are closed, but Fluttershy twitches them open from inside to scope the turnout. What she sees brings a huge grin to her face.)

Rarity: (from inside) Fluttershy…

(Curtains close; cut to inside, an area cut off from the rest of the shop floor by a curtain. Rarity and Macintosh cross the impromptu backstage area toward Fluttershy.)

Rarity: …we must talk to you. (giddily) Big Mac’s voice is all better!

Macintosh: (no longer hoarse) Ee-yup.

(Rarity gives him a grin, and both of them show all their teeth toward their backstage savior—who unequivocally fails to return the sentiment in close-up. Zoom out slightly as Rarity moves a bit closer to her.)

Rarity: Now you can bathe in the Poison Joke antidote and sound like your lovely self again. (Fluttershy lets her head drop.)

Fluttershy: It’s just…I didn’t know that last performance was my last performance. (She trudges toward the hall; cut to just behind her.)

Rarity: (from o.s., shocked) Fluttershy, stop!

(The yellow hooves cease their forward motion and the head above them turns to glance back; cut to the other two.)

Rarity: Oh… (to Macintosh) …would it be okay if Fluttershy sang for you one last time?

(Here comes a beseeching pout from Fluttershy, accompanied by two shining, pleading blue-green eyes.)

Macintosh: (smiling) Mmm… (nodding) …yup.

(The eyes instantly fill with stars, the pout turns into a gigantic grin, and Fluttershy gallops across the floor to put a foreleg around both sets of shoulders. They are caught slightly out by her fervor, but shift to humoring grins before the curtain in front of them is pulled shut to block them from view. It is whisked back a moment later to frame Fluttershy now by herself and singing up a storm backstage, while the Ponytones are up front in the spotlight.)

Same style/key/tempo as at the fundraiser, with acoustic guitar and two-way split vocals

Fluttershy:                                Hey, find it, oh, why, you can find it

Rarity, Toe, Torch Song:                When you find you’ve got the music

(The ad-libbing has Macintosh completely at a loss, and his floundering throws a scare into the others.)

Fluttershy:                                In your heart, yeah, yeah, find the music, yeah

Rarity, Toe, Torch Song:                When you find you’ve got the music

C major

(The overly ardent mare does a midair spin and rams the curtain, shoving Macintosh forward on the stage and leaving him unable to close his mouth from sheer shock.)

Fluttershy:                                It’s in you right now

Rarity, Toe, Torch Song:                When you find you’ve got the music

(Now she bangs her rump into the rod from which the curtain hangs, bringing it down on the quartet.)

Fluttershy:                                Oh, yeah, you can find the music

Rarity, Toe, Torch Song:                When you find you’ve got the music

(They fall silent, the spotlight shining over the fabric-covered lump of their forms and angling itself upward to pick out Fluttershy hovering overhead.)

Music trails off

Fluttershy:                                Yeah, yeah, I love the music, ye—

(It finally sinks in—she has completely blown her cover—and she stares popeyed and slack-jawed over the crowd. They look incredulously up at her, a strangled neigh floating up from somewhere.)

Twilight, Applejack, Pinkie, Rainbow: FLUTTERSHY?

(The mortified singer does her very best to cover her face with her tail, hunches down behind it, and drops o.s. Snap to black.)

Act Three

(Opening shot: fade in to a long shot of Fluttershy standing at the far wall of what used to be the backstage area. She is pinned in the spotlight’s glare, and Rarity and Macintosh glance worriedly toward her, having partially worked their way out from the fallen curtain. All eyes are on Fluttershy, whose nerves have rooted her to the floor; she can only shiver a bit under the massed, silent stares. After a couple of seconds that might be a month, cheers and whoops erupt from every equine throat—but the pegasus is far from reassured at the response.)

(Zoom in quickly on her as the background around the spot fades to black and her own color becomes washed out in the glare. She darts away, only for a second light to snap on and pick her out; another mad dash, and another, end in the same way. She freezes after the third attempt, many more spots training themselves on her. The cheers have slowly shifted into distorted, low-pitched mockeries of themselves, and the camera zooms out to frame the sources of all the beams: giant, hairless, laughing pony heads whose white-glowing eyes are casting the lights. Their glare becomes blinding, and Fluttershy’s figure disappears as if being erased in quick, long strokes until the screen is left blank and white.)

(The view resolves into the whites of her eyes as the camera zooms out quickly to frame her at the back wall. Normal lighting and sound have resumed, and she breaks into full-voiced wailing and bolts outside through the nearest door. Macintosh and Rarity, now fully extricated from the curtain, wordlessly watch her abrupt exit; the camera pans slightly away from them to frame the rest of the crew at the edge of the stage. The older of the stallion’s two sisters is plenty steamed as she climbs up to his level.)

Applejack: Big Mac, you got some ’splainin’ to do! (Rarity hastily backs away; a brief pause, and Applejack continues in a level rapid fire.) Turkey call?

Macintosh: Ee-yup.

Applejack: Trash your voice?

Macintosh: Ee-yup.

Applejack: Zecora remedy?

Macintosh: Ee-yup.

Applejack: Not quick enough?

Macintosh: (shaking his head) Nn-nope.

Applejack: Needed a deep voice?

Macintosh: Ee-yup.

Applejack: Poison Joke?

Macintosh: Ee-yup.

Applejack: Flutterguy?

Macintosh: Ee-yup.

Applejack: Better now?

Macintosh: Ee-yup.

Applejack: And that shy filly was livin’ her dream in the shadows because she couldn’t bring herself to come into the spotlight?

Macintosh: Ee-yup. (She turns toward the room in a huff.)

Applejack: Well, for corn’s sake! Let’s go!

(This is the cue for Macintosh and the six friends less one to clear out at top speed. Dissolve to the exterior of Fluttershy’s cottage, all the windows glowing warmly and all five mares gathered at the closed front door.)

Twilight: (knocking) Fluttershy?

(She opens the door; cut to a slow pan through the interior, starting at the stairs, that slowly brings the group into view.)

Twilight: You in here?

Fluttershy: (from o.s., normal voice) Yes.

(Tilt up to the second floor; she flies out to a railing overlooking the stairs, a towel wrapped around her mane and steam drifting out through the doorway behind her. She has no doubt just taken the herbal bath that counteracts Poison Joke, as noted in “Bridle Gossip.” Close-up.)

*** Her voice remains in its original register from here on in. ***

Fluttershy: I’m here.

Pinkie: (from o.s.) That was totally unbelievable!

(Fluttershy looks down; cut to her perspective of the hyperactive pony climbing the wall toward her.)

Pinkie: I mean, the curtain came up, and there you were— (Cut to frame both; Pinkie gains the railing.) —singing in front of everypony! (putting foreleg around Fluttershy’s shoulders) And you know, I don’t think anypony was jealous— (waving wildly) —’cause there certainly wasn’t an angry mob. (sinking o.s.) But it must’ve been horrible standing there onstage— (She pops back into view next to Fluttershy.) —all eyes glued directly on you! It’s like you were living your own personal worst nightmare!

(On these last four words, she leans toward/over Fluttershy so forcefully that the latter ends up lying on her back and sobbing mightily, with tears streaming down her cheeks.)

Fluttershy: It was!

(The four on the floor—first, that is—watch sadly as their winged friend zooms down the stairs and out of sight. As soon as the sound of the closing door reaches them to mark her exit, all eight eyes narrow into hard glares and lock onto Pinkie, now half-hanging over the railing.)

Pinkie: What? Too much?

(Cut to the crying Fluttershy outside, now without her head towel and galloping away over the bridge that spans the brook on her land. Tilt up to the door, now open again; Applejack races out, Rainbow goes airborne, and Twilight steps up after them.)

Twilight: What Pinkie meant to say was that you were really great! (She flies off after the others; Pinkie peeks out.)

Pinkie: Wait! Didn’t I say that?

Rarity: (galloping out past her) Hardly!

Pinkie: Whoops. (galloping after them) YOU WERE GREEEAAAT!!

(Cut to a head-on close-up of Fluttershy and zoom out to frame Rainbow matching her stride for flap; the chase has moved into Ponyville proper.)

Rainbow: You totally blew my mind! (Applejack plants herself in their path; Fluttershy slides to a stop.)

Applejack: Incredible!

(Fluttershy lifts off straight up and sprawls out on a roof; Pinkie hoists herself up on the beam projecting from its end.)

Pinkie: Though, no offense, you kind of sounded like a dude.

(Fluttershy takes off sobbing; Twilight and Rainbow hover up, glaring daggers, and Pinkie grins sheepishly in reply as the fleeing mare races down the street.)

Pinkie: Uh, a great-sounding dude!

(Stopping on a bridge, Fluttershy wipes her eyes and takes a moment to compose herself, but does not turn to face the others.)

Fluttershy: Well, thank you all. I’m glad you enjoyed it. (Warm smiles; Pinkie now on the roof. Fluttershy turns partway toward them.) Because I’m never going to sing in front of anypony ever again.

(She gallops off. Cut to all others but Pinkie; the four gasp sharply and hurry after her, shouting an assortment of entreaties.)

Pinkie: Are you kidding me?!? (She jumps down to give chase.)

Rarity: Can we please stop running?

(The fugitive does so, having arrived at the stage that the Ponytones used for the fundraiser. Zoom out to frame the others coming up, slightly winded.)

Rarity: I just don’t understand why, Fluttershy. After all, you’re the one that wanted the Ponytones to sing for every silly thing that was requested of us.

(During the previous line, the camera cuts to a close-up of Fluttershy, a strand of mane falling loose over her eyes, then back to Rarity as she crosses the grass to her friend.)

Fluttershy: You mean, you knew I really wanted to perform?

Rarity: Of course I knew.

Fluttershy: (deflated) Oh.

Rarity: And for all her babbling, Pinkie Pie was right about one thing. (Pan to Pinkie.)

Pinkie: (miffed) Only one? (Cut to Fluttershy.)

Rarity: (from o.s.) When that curtain fell— (Tilt up; she now stands onstage, looking down at Fluttershy.) —and everypony saw you singing— (Zoom out to frame both.) —you lived your worst nightmare! (gently) Was it really that bad? (Long pause.)

Fluttershy: (covering eyes, tearing up) Yes!

Twilight: Well, what was so bad about it? (Rainbow steps over.)

Rainbow: The thunderous applause? (Applejack ditto.)

Applejack: The praise for your fantastic singin’? (Pinkie pops up.)

Pinkie: The screeeeaming faaaans?!?

(Fluttershy whisks up, up and away, spooked by this last, and misses the funny looks that the others aim at Pinkie as a result. The timid mare descends to the stage, her hooves barely making any noise as they touch the boards, and ends up standing next to Rarity. Zoom out to frame all six; she glances nervously down at her own hooves, then lifts her head with a smile which she transfers to Rarity, extending it to show just a few teeth.)

(Dissolve to a close-up of her hooves and tilt up to frame all of her, now sporting a Ponytones outfit of her own and standing in front of a flowered curtain. The other four singers quickly join her onstage.)

Doo-wop melody with backing drums/bass/acoustic guitar, bright 4 (A major)

Vocal harmonies and accents added under the main melody

Fluttershy:                There’s music in the treetops, and there’s music in the vale

(They put their heads together, seen from ground level with the camera pointing up through them. The sky now shows the blue of the following day.)

                         And all around the music fills the sky

(Zoom in past their heads toward the sky, then cut back to the stage; she stands out front.)

                        There’s music by the river, and there’s music in the grass

(She lifts off, enraptured.)

                        And the music makes your heart soar in reply

Ponytones:                When you find you’ve got the music        (Fluttershy touches down.)

Fluttershy:                You’ve got to look inside and find

Ponytones:                Find you’ve got the music

Fluttershy:                The music deep inside you

(Zoom in on the inside of her open mouth and fade to black.)

B major

(Zoom out quickly. The black resolves into the pupil of one eye, and she has rejoined the group onstage.)

Ponytones:                        Find you’ve got the music

Fluttershy:                        ’Cause when you look inside, you’ll see it

Ponytones:                        Find you’ve got the music

Fluttershy:                        You’re gonna find it, gonna find

(Overhead shot, zooming out slowly. The others stand ringed around her, facing outward in four different directions.)

Ponytones:                         When you find you’ve got the music

(Stage level again; they gather facing her now.)

Fluttershy, Ponytones:        Got the music, got the music

                                Got the music in you

Song ends

(Cut to Twilight, Applejack, Pinkie, Rainbow, and Spike, all of whom waste no time in making their approval known at top volume, then pan/tilt up slightly to frame the area behind them. Spike has done away with the clipboard and shades he used while working the door at Sugarcube Corner. Back here are quite a few animals, including Angel, and they too give their positive opinion in various ways according to their respective species. A long shot of the area reveals that the stage has been set up in Fluttershy’s backyard, next to the fenced-off enclosure that surrounds her chicken coop. She smiles gratefully, perhaps on the verge of tears, as Rainbow hops up to the stage alongside her.)

Rainbow: You did it, Fluttershy! (Applejack steps up.)

Applejack: See? That wasn’t so bad.

Pinkie: And you didn’t look completely petrified by the fact that we’re all staring at you at all!

(Her overexcited jump toward the stage is arrested by Twilight’s last-second magical grab, which lowers her back to the grass.)

Twilight: How do you feel? (Close-up of Fluttershy.)

Fluttershy: Surprisingly… (smiling) …okay.

Rarity: (from o.s.) Fantastic! (Cut to frame Fluttershy looking at the Ponytones; Rarity steps across.) Because the Ponytones have been booked for the Apple family’s Zap Apple Jam Extraordinaire! (The others smile; she giggles softly.)

Fluttershy: (suddenly terrified) Oh, no! I couldn’t do that!

(Dive toward the curtain, to the considerable consternation of every pony on the scene. The next four lines overlap as the camera zooms in on the fabric barrier past them.)

Twilight: Come on, Fluttershy!

Applejack: How come?

Pinkie: For real?

Rainbow: Seriously? (Fluttershy peeks out, greatly calmed.)

Fluttershy: I’ll get there someday, but for now…baby steps, everypony. Baby steps.

(The other five gather around, smiling. Dissolve to a long shot of her on the now-deserted stage, resting on her belly and using the pencil in her teeth to write in the group’s shared journal. Various animal members of the audience play on the grass as the camera zooms in slowly; she is no longer wearing her sweater/shirt/tie.)

Fluttershy: (voice over, dictating) “Sometimes, being afraid can stop you from doing something that you love.” (Close-up.) “But hiding behind these fears means you’re only hiding from your true self. It’s much better to face those fears—” (A bird hovers down behind her and tweets; she sets down the pencil and turns to it, singing in reply.)  “—so you can shine and be the best pony you can possibly be.”

(Fade to black.)

TWILIGHT TIME

Written by Dave Polsky

Produced by Sarah Wall, Devon Cody

Story editing by Meghan McCarthy

Supervising direction by Jayson Thiessen

Co-directed by Jim Miller

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to the exterior of the library during the day. Zoom in slowly.)

Twilight Sparkle: (from inside) Uh, Sweetie Belle… (Cut to her, pacing in the reading room; pan to follow.) …maybe we should run through the steps another few times before you try it on your own.

(The camera movement frames the heads of the Cutie Mark Crusaders in the foreground, and an intricate diagram tacked up on the back wall. It has a few notes and sketches attached to it, and it appears to deal with the six-locked box she received from the Tree of Harmony in Part Two of “Princess Twilight Sparkle.” Cut to a head-on view of the three fillies, all sitting on their haunches.)

Sweetie Belle: (confidently, standing up) Nope. Ready to give it a shot!

(Cut to a close-up of a broom leaning against the wall by the front door and zoom out to frame Twilight eyeing it.)

Twilight: Okay, then.

(The young unicorn puts her mind to it and gets a spark going at the tip of her horn; in a close-up and slow zoom in, the broom becomes enveloped in a magic aura. Her first labored grunts are heard just before Apple Bloom and Scootaloo break out in beaming smiles. Soon the entire end of her horn is glowing, not just the tip.)

Sweetie: (grunting, with effort) Can’t…seem…to…

(A long, pained groan through locked teeth as she stands up to full height and tilts her head farther and farther back. The sound of crackling vertebrae comes through loud and clear, but all she gets for it is a weak little telekinetic nudge that causes the broom to fall forward. The end of its handle clatters against the floor, and she grunts in frustration and pain as the other two cross to her.)

Sweetie: (rubbing her neck) I think I threw my neck out.

Scootaloo: Aw, you’re okay.

Bloom: A little more magic practice, and liftin’ brooms’ll be a cinch.

Sweetie: I doubt it. That thing weighs a ton. (Close-up of the door; it opens and Spike looks in.)

Spike: Hey, has anypony seen my— (He looks down.) —oh.

(Zoom out; his attention has been caught by the fallen broom.)

Spike: There it is.

(Whistling gaily, he picks it up and gives it a deft one-handed twirl before putting it to use on the floor. Sweetie dejectedly plunks her haunches down.)

Sweetie: Hmph. I’ll never get my cutie mark for this. (Zoom out to frame Twilight watching the Crusaders.)

Twilight: Maybe not. But I’m happy to keep helping you learn just for the fun of it as long as you like.

(The broom head makes its way to an assortment of vehicle parts scattered elsewhere on the floor.)

Spike: Hey! (Overhead shot.) Who’s gonna clean up this mess? (Ground level; Scootaloo steps over to him.)

Scootaloo: This is no mess. These are the carefully arranged pieces of a unicycle I took apart and will be putting back together, as soon as Twilight shows me how.

(During this line, the view shifts to a close-up of the single wheel, which she pushes forward, and then back to her. She finishes with a big squeaky grin and shining eyes, both aimed at the winged unicorn.)

Twilight: Scootaloo, I already told you I won’t show you how, but I’ll help you find the instructions so you can figure it out yourself. (The big grin turns into a loud groan.)

Scootaloo: I hate research! (She stands up and clumps toward the bookshelves.)

Twilight: To your left, third shelf from the bottom. You’ll find it in no time.

Bloom: Thanks so much for helpin’ us all learn these new skills, Twilight. (Scootaloo climbs the ladder toward the topmost shelves to pull a book.)

Twilight: Always glad to pass on my love of learning for learning’s sake.

(In close-up, the little earth pony steps past a row of glassware set up in holders on the floor and filled with bubbling liquids. At the end of the line is a dispenser whose spout is positioned directly above a seedling plant in a pot.)

Bloom: Only I’m afraid I’ll never get the hang of this potion-makin’. (She stops by the pot; zoom out to show Twilight now alongside.)

Twilight: Did you follow the magic plant-growing formula I gave you?

Bloom: Well, uh… (nudging pot) …more or less.

(She grimaces nervously, but gets an understanding smile.)

Twilight: Well, let’s try it out on this apple seedling and see how we do.

(Cut to a close-up of it on the end of this, then zoom out. Bloom voices an uneasy moan.)

Bloom: I hope this works…

(One yellow hoof pulls down a lever mounted on the side of the dispenser, and a bright yellow-green drop starts to ooze slowly from the spout. It elongates with maddening slowness as all three Crusaders watch, having gathered around the pot, and finally detaches itself to drop free. The liquid splashes down on the droopy little plant; instantly a burst of greenish-brown fumes erupts to fill the screen. The haze clears to give a close-up of a mightily coughing Twilight; she is most surprised to see the plant slowly straighten up, leaves and all, and start coughing on its own. The hearty hacking brings smiles to all equine faces except Bloom’s, and her two fellow travelers get a good laugh out of the mishap to boot.)

Bloom: Layin’ it on a little thick there, aren’t we, pal?

(It finally falls silent and lets its head loll on the end of the stem. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a patch of sky above the schoolhouse roof. Sweetie stands up into view on her hind legs, tosses a ball into the air, and strikes it with a front hoof as if serving a volleyball. A longer shot frames a game of four square in progress, with the Crusaders and Pipsqueak, or Pip, in the quadrants of the court.)

Diamond Tiara: (from o.s.) Yoo-hoo! (Cut to her and Silver Spoon walking across the grass.) Gather ’round! It’s time!

(On the end of this, cut here and there to other foals who start to murmur among themselves and gravitate toward the two snobs.)

Diamond: As you all know, I had promised to put on an amazing, first-time-ever, acrobatic display for you all today! (Cheers.) I know. It’s so exciting. (Her face falls.) But I’m tired. (Big pathetic pout.)

Foals: Awww…

Diamond: (smiling smugly) But I did not wish to disappoint you all—

(Zoom out slightly. A very old earth pony stallion is hobbling across the lawn to her. Medium blue-violet coat, bushy white eyebrows, curly white mane/tail that have mostly fallen out, dark blue eyes, dark gray vest over a short-sleeved white shirt, floppy blue-green ascot/bow tie, cutie mark of a feather duster.)

Diamond: —so I brought my butler Randolph to do them for me.

(Forcing himself upright with a pronounced creaking of joints, Randolph tenses himself and backflips into a front-hoof stand, from which he springs away to land on all fours. A leap carries him through a midair twirl and brings him down for another perfect four-point landing, but the moment’s dignity is destroyed when Diamond slides across to hip-check him out of the way. Pan quickly from her to the now-supine, now-dizzy butler, who promptly gets stampeded past by a knot of cheering students that gather around his boss and her friend.)

Silver: That was amazing, Diamond Tiara!

Diamond: I know. I don’t know how I do it.

(At the edge of the four square court, a worried Sweetie steps over to a staring Scootaloo and a disbelieving Bloom.)

Bloom: I can’t believe she gets so much attention without even really doin’ anything!

Scootaloo: She’s using somepony else to build herself up, and without even putting in the effort to learn her own skills like we do!

Sweetie: Hey. Come to think of it… (Zoom in slowly; she starts to get an idea.) …if we get really good at the stuff Twilight’s teaching us, we could be the big shots around here for a change. (rubbing chin thoughtfully) Hmmm…

(Wavering dissolve to the lawn, with Scootaloo as the center of attention. The unicycle parts from the prologue are laid out on the grass before her; zoom in slightly.)

Scootaloo: Check this out!

(Her hooves become a blur for a moment, which ends with the machine fully built. Cut to Bloom, sitting on her haunches and wearing a lab coat and goggles; a few flasks and test tubes are set up nearby, as is a flowerpot full of dirt, and she holds up one vessel.)

Bloom: And check this out!

(The mixture is poured into the pot, which hops a short distance away and sprouts an apple that grows to the size of a small house. It rises clear of the ground on a tree trunk, leaving her seated at its base, and the foals talk excitedly among themselves.)

Sweetie: And check this out!

(With no strain at all, she gets her magic wrapped securely around Diamond and hoists her off the grass, turning her around and about and eliciting a cry of surprise.)

Diamond: Hey! (spinning in place) Put me down!

(A round of laughter from the audience. Close-up of Sweetie; she giggles to herself, and a WD frames the same shot of her in the present.)

Diamond: (thumping her head with a hoof) Hey! Can’t you hear me? (Sweetie snaps to.)

Sweetie: Huh? Huh? Wha—? What?

Diamond: I was asking if your sister Rarity will be taking you to Manehattan anytime soon.

Silver: Because if she is, maybe you can meet up with us while we hang out with a bunch of famous celebrities. (Close-up of Scootaloo.)

Scootaloo: (buzzing wings, hovering briefly off ground) Cool! (Pan to Bloom.)

Bloom: (sarcastically) Wow, that’s… (The words sink in; she shifts gears.) …pretty nice of you guys.

Sweetie: (glumly, backing into view next to her) Actually, my sister hasn’t offered to take me to Manehattan anytime soon. (Diamond and Silver trade a mocking look.)

Diamond: Yeah, we figured.

Diamond, Silver: Bump, bump, sugar lump rump!

(Accompanied by their routine from “Call of the Cutie,” with the following changes. On the first “bump,” Silver taps her front right hoof against Diamond’s front left one, and they each stand on the matching hind leg. On ‘sugar lump,” Silver’s left hock and Diamond’s right one touch. The nasty giggles that follow it set Sweetie’s mental gears grinding and a snarl going in her throat.)

Sweetie: Oh, yeah? Well…I don’t have to go all the way to Manehattan to hang out with the famous and super-cool ponies! Me and my friends hang out with Princess Twilight all the time!

(Stomping a front hoof on the grass at the last word, she walks off with her nose in the air; the other two fall in behind her. Only Bloom catches a brief glimpse of the wide-eyed stares that their nemeses are sending after them; the two pairs of blue eyes turn uncertainly to each other, then forward again, showing their owners’ utter confusion at having been one-upped. Diamond finally speaks after a moment.)

Diamond: (hurrying after Crusaders) Did you say “Princess Twilight”? (She catches up.) You hang out with her all the time, for real? (Silver is now behind her; close-up of Bloom.)

Bloom: More like just once a week. (Pan to Scootaloo.)

Scootaloo: She helps us learn cool new stuff to do— (pointedly) —that we actually do ourselves!

(Pan quickly back to the lawn, where Randolph has balanced on one hoof atop a ball and is juggling bean bags for the other foals’ amusement. Diamond stitches on a big appeasing smile.)

Diamond: You must bring me along next time you go! (Silver zips up alongside her.)

Silver: Bring us along.

Diamond: I mean, we used to see her around town all the time and I thought, “Whatever.”

Silver: Me too. I thought that.

Diamond: But now she’s a princess, which makes her totally awesome! (Close-up of Silver.)

Silver: Plus, she has wings. (Pan to Diamond.)

Diamond: And she’s an alicorn! So can I— (Silver sidles up again.)

Silver: —we—

Diamond: —go? (All stop.)

Bloom: I don’t think we should—

Sweetie: Will you two excuse us for a moment?

(She sprints o.s., then reaches back into view to yank the yellow filly after her. Sweetie gallops to follow them. Cut to within the huddle they have formed.)

Sweetie: We should totally say yes. This is a golden opportunity!

Bloom: Are you kiddin’? I don’t want them laughin’ at us while I’m mixin’ potions and accidentally sendin’ plants into chokin’ fits.

Sweetie: But don’t you get it? They’ll have to learn something too!

(Outside the huddle, with Diamond and Silver a short distance away. The Crusaders glance toward the pair, who smile and wave placatingly; cut to within the huddle again.)

Scootaloo: And they won’t be able to laugh at us when they’re so busy trying to learn stuff of their own.

Bloom: (smiling) I must admit, it’s kinda fun to see them workin’ hard to get on our good side for a change.

(She breaks out in a hopeful grin, which Scootaloo matches. Dissolve to the observatory platform at the top of the library’s boughs and tilt down to ground level as the sound of approaching hooves asserts itself. Here, the Crusaders, Diamond, and Silver are on their way to the front door.)

Diamond: (excitedly) Oh, my gosh. A princess lives in there— (Cut to her and Silver.) —and I’m about to go inside and see her! (They stop.) I can’t even tell you how excited I am.

Silver: (jumping in place) I can’t either!

(Up ahead in close-up, the trio have also stopped. Scootaloo’s grimace of mild distaste at this display turns into a smile as she steps forward and reaches o.s. to knock at the door.)

Sweetie: (to Diamond, Silver) Now remember. Twilight takes this time out with us so we can learn stuff. (Door opens; Twilight stands inside.)

Twilight: Hey there, guys. Come on in.

Diamond, Silver: (squealing, galloping to her) The Princess Twilight! (Both start jumping in place.)

Diamond: Oh, it’s really her!

Silver: Oh, my gosh, I don’t believe it!

(This sudden outpouring has left the Princess in question very, very puzzled.)

Twilight: (to the Crusaders) Oh! And, uh…you brought guests. (The two fillies stop jumping.) Great.

Diamond: Princess Twilight, it is such a thrill and honor to be here. You have no idea. (A thought hits her.) Oh, my gosh! (gesturing toward Twilight’s tail) Who dyes your tail? (Twilight eyes it, confusedly.)

Silver: I so have to get that done. (Close-up of Twilight.)

Twilight: Actually, it’s not dyed. I’ve always—

Diamond: (from o.s., gasping) Are those books in there? (Cut to frame all three.) What a bold design choice!

Silver: (as both enter library) You should so do that, Di.

Diamond: I know, right?

(The Crusaders are close behind the pair, but Twilight stops them at the doorstep.)

Twilight: Listen. I’m all for helping as many ponies as I can, but maybe we should keep these weekly visits just between us, hmm?

(Their three-part grin is followed by a cut to just inside the entrance; she leads them in.)

Twilight: Okay. Which one of you wants to practice first? (All three fillies stop short, seized by a burst of anxiety.)

Sweetie: (pointing ahead) Shouldn’t they go first?

(Their instructor glances across the reading room and spots Diamond and Silver gaping rapturously at the display of literature, then turns back to the Crusaders.)

Twilight: No, silly. I set up Twilight Time especially for you. Apple Bloom, go ahead. (She floats up a potted seedling.) Let’s see how your plant potions are coming.

(The two stuck-up jerks put their heads into view and shoot malicious little smiles past her shoulder from behind. Bloom, meanwhile, looks ready to bug out of the joint; glancing to her partners and finding no help at all, she steels herself and steps forward.)

(Dissolve to the Crusaders plodding through a stretch of meadow, with spirits sunk into their hooves.)

Bloom: (to Sweetie) I can’t believe I let you talk us into bringin’ guests yesterday.

Scootaloo: I didn’t hear them laugh at us once, Apple Bloom.

Bloom: ’Cause they laughed on the inside.

Sweetie: Don’t worry. We won’t make that same mistake again. (All stop, eyes popping wide.)

Bloom: Aw, great.

(Cut to just behind her, the camera aimed at a sizable group of their fellow students topping a rise—with Diamond and Silver leading the pack.)

Bloom: Look who’s showed up to make fun of us.

Scootaloo: So much for learning skills to be big shots.  (Longer shot; the two groups are outside the schoolhouse.)

Diamond: Hey, guess what? I told everyone about your special Twilight Time!

Sweetie: (wincing) Oh, no, here it comes. (Close-up of Diamond and Silver.)

Diamond: And they all want in! (Zoom out to frame the newcomers.)

Foals: (chanting) Twilight Time! Twilight Time! (slowly closing in) Twilight Time! Twilight Time!

(The chant continues under the following.)

Diamond: (crossing to Crusaders) Thanks to me, you three are now the hottest thing around. (Pause.) You’re welcome. (Head-on view of the trio, zooming in on Sweetie’s face.)

Sweetie: (fearfully) Uh-oh.

(Snap to black.)

Act Two

(Opening shot: fade in to a long shot of the gathering, zooming in slowly.)

Foals: (chanting) Twilight Time! Twilight Time! (Close-up of the Crusaders; the chant continues.)

Sweetie: Wow. All these ponies really want to meet Twilight that badly? (Chant stops; Pip pops up at the front of the crowd.)

Pip: We love you, Cutie Mark Crusaders!

(The lively cheers from the rest of the bunch get the three fillies looking confusedly around themselves.)

Diamond: Now, now, everypony. Demanding time with the Princess as an unruly mob simply won’t do. (She whisks over to the Crusaders.) Might I suggest you get organized through us… (close-up; foreleg around Scootaloo’s shoulders) …the Cutie Mark Crusaders’ nearest and dearest friends?

(Zoom out slightly; Silver now stands next to her, holding a clipboard.)

Silver: (gesturing) Everypony get in line! (Cut to a stampede of cheering foals; she continues o.s.) No pushing, no pushing!

(They slow to a walk and fall in as instructed, and Scootaloo turns toward her friends with visible trepidation.)

Bloom: (sighing heavily) What a mess.

Sweetie: (smiling) Of awesome! Don’t you see? (Close-up.) We’re really and truly and certifiably the biggest of the big shots in school right now! (Grin; zoom out slightly to frame Scootaloo.)

Scootaloo: Huh?

Sweetie: They all think we’re the greatest— (Cut to a slow pan along the line; she continues o.s.) —because we’re their ticket to get time with Ponyville’s newest and biggest celebrity! (Back to the Crusaders; she jumps gleefully in place.) Princess Twilight!

Bloom: We just said, like, two seconds ago that invitin’ two ponies to Twilight Time was a big mistake! (Close-up of Sweetie; she continues o.s.) And now we’re supposed to bring the whole class? (The young unicorn smiles knowingly on the end of this.)

Sweetie: Relax. (Zoom out to frame all three.) I got this.

(Her air of self-confidence is a total mystery to the others. A fast-food sandwich stuffed with hay or grass drifts past in extreme close-up; behind its trailing edge, the view wipes to the exterior of a diner-style restaurant toward which they are now walking. Its thatched roof is topped by a sign displaying a sandwich and a cup of soda. They stop outside the door.)

Bloom: I don’t like this, Sweetie Belle. (Cut to Sweetie.)

Sweetie: You said not to invite them to Twilight Time, and I didn’t. So what’s the problem? (To Bloom and Scootaloo.)

Scootaloo: This feels like a trick. (Back to Sweetie.)

Sweetie: What’s tricky about inviting Twilight out for a meal, thanking her for all the nice things she’s done for us? Seems like the least we can do for the Princess.

(Zoom out to frame an adjoining hedge, over which an overexcited Pip is peeking.)

Pip: Did someone say “Princess”?

(A couple of other heads emerge from behind the shrubbery and the building corner, as well as Diamond and Silver. The latter no longer has her clipboard, the former shoves Pip down out of sight, and they and the others quickly duck away. Sweetie shoots a funny look at the interruption, while Bloom and Scootaloo toss perplexed glances at each other. Cut to a close-up of the hedge’s top edge; Sweetie pops up to peek over, her jaw falling open, and the camera zooms out. She is on the restaurant’s side, staring down at all her hunched classmates, and the gape turns into an annoyed grimace.)

Sweetie: When I told you when you could come eyeball the Princess at one of her favorite hangouts, I said only two or three of you, tops!

Diamond, Silver, Foals: Oops. (A few weak giggles.)

Scootaloo: She’s coming! (Sweetie looks back up the way, then over the hedge again.)

Sweetie: Okay, but stay out of sight.

Diamond: (smiling nastily) As you wish, Sweetie Belle.

Sweetie: (missing the tone, smiling smugly) Yes. As I wish.

(She ducks away. Wipe to the busy interior of the restaurant; the three fillies are seated at a table and staring off to one side with absolute bewilderment, their food sitting forgotten before them. The sound of vigorous chomping from o.s. is accompanied by bits of food tumbling across in front of them, and a cut to the other half of the table reveals the source. Here sits Twilight, ketchup smeared liberally across both cheeks and munching greedily into two conveniently placed sandwiches at once. Two others, an order of horseshoe-shaped fries, and a soda are ranged around her as well.)

Twilight: (mouth full) I didn’t realize how hungry I was. I’m so glad you asked me to join you here today. (Swallow; float up a sandwich.) I’m so honored!

(The mess on her face is quickly wiped away with the food, which she proceeds to gulp down in one massive bite.)

Sweetie: (puzzled) You are?

Twilight: When you first asked me to help you develop new skills, I thought, “Working with young students so devoted to the joy of learning purely for its own sake? What could be better?” (levitating several fries) You all remind me of myself when I was your age.

(She proceeds to dispose of the one closest to her mouth; meanwhile, Scootaloo and Sweetie have managed to get strained little smiles in place. Only Bloom’s face still betrays her utter puzzlement and borderline revulsion at this display of gastronomic stupidity. Long, uncomfortable pause.)

Sweetie: Yes! Well, we feel the same way.

Bloom: (forcing a smile) That’s why we invited you here.

Scootaloo: Uh, because of our love of learning!

(Three young faces put on big ingratiating grins. Cut to the Princess, who has both a sandwich and her soda gripped in her magic and takes a pull at the straw.)

Pinkie Pie: (from o.s.) Twilight!

(Twilight somehow manages not to spew her mouthful over half of the room. Sure enough, here comes Pinkie with a tray of her own, on a holder around her neck; she stops next to the Crusaders.)

Pinkie: Haven’t seen you here in like— (Dismissive sigh.) —forever and a half.

(The rest of the school foals put their heads up into view outside the window to watch, but Twilight sees none of them because her attention is fixed on Pinkie.)

Twilight: (floating sandwich up) I know. I’ve been so busy, I forgot how delicious everything is here.

Pinkie: (cocking head 90 degrees to one side) Totally! (She snaps it up again and points.) Hey! What’s going on out there?

(All three fillies start in surprise, and the onlookers dive out of sight just before Twilight takes a look around herself.)

Pinkie: Eh, never mind, they’re gone. (Twilight turns away; they pop up again.) They’re back! (Look around; they hit the deck.) Never mind, they’re gone.

(She trots away, singing cheerfully to herself, and the Crusaders slap on too-casual smiles and grins. As Twilight chows into her meal, the foals resume their observation through the glass—even more of them than before, several now holding cameras. A close-up of the oblivious violet face and a slow pan from one side to the other pick out the whole eager crowd and all the shutters clicking merrily away. Across the table from her, Scootaloo goes into a string of smiling/grinning poses, one of which involves a foreleg thrown around Sweetie’s shoulders to pull her a bit closer.)

Bloom: (softly, through her teeth) Knock it off! (She and Sweetie plaster on grins.)

Twilight: (turning toward windows) What in the world is going on out—

(The query dies away as her face contorts itself in queasy bemusement; cut to her perspective of one window. She pulls in a soft gasp as the foals drop out of sight; back to her. Squinting carefully, she trots o.s. toward the spot.)

Bloom: (to Scootaloo) What was all this? (She imitates one of Scootaloo’s faces.) And this? (Another.)

Scootaloo: I couldn’t help it! When I don’t smile in a picture, I look sad.

Sweetie: (moaning, dropping head to table edge) We’re gonna look sad, all right.

(Cut to just outside the front entrance. Twilight emerges, the doors swinging shut behind her, and gasps in shock. A long shot of the building front frames the crowd of foals directly in front of her, as well as a few others camped out on the roof. The camera cuts to a very slow pan across the silent, staring youngsters, then back to the Princess on the receiving end. She stands with a big grin firmly in place and takes a second or two before speaking.)

Twilight: (hesitantly) Uh, can I help you?

(The gaping mouths break out in a cacophony of ecstatic squeals, and dust flies as the small hooves thunder over to her. In short order they have surrounded her and sent her into a borderline panic; the arrival of Diamond and Silver does not help matters a bit.)

Diamond: (foreleg around Twilight’s neck) Get my picture with her! (Pip pops up in front of Silver.)

Pip: Me first!

Silver: (shoving him aside) Hey, get out of the shot!

(Cut to just outside one window; the Crusaders are inside, staring glumly out at the hubbub. Their voices are slightly muffled by the glass.)

Sweetie: This is bad.

Scootaloo: Twilight’s gonna be so ticked at us!

Bloom: I told you this was a terrible idea.

(Out front, the foals are holding up a surfeit of papers.)

Twilight: You seriously all want my autograph? (She smiles and levitates a quill.) Okay. (levitating/signing pages) I’ll sign just a couple more for you— (Door opens; Crusaders sneak out.) —but then I really must get back to my little friends.

(Zoom out slowly and pan slightly to follow the three escapees across the lawn. However, they have barely cleared the door before Twilight spots them.)

Twilight: Oh, there you are! (They freeze; close-up of Pip.)

Pip: Wow, to think! I’ve been to the Hayburger so many times, never knowing it was the regular hangout for a princess! (Tilt up to Twilight’s face.)

Twilight: (eyebrow cocked) This isn’t my regular hangout. (pointing o.s. toward Crusaders) I’m only here to be with them.

(Cut to the dumbfounded “them” and zoom out to put Pip in the fore.)

Pip: You mean…Princess Twilight decides where it’s cool to go based on where they go? (He points at the trio on “they.”)

Crusaders: Huh?

Twilight: Thanks, guys. This was fun. (Confused looks in reply; she lifts off.) See you around!

(After she has flown away, the foals gather around the Crusaders while murmuring appreciatively; the three realize that that they are starting to enjoy being movers and shakers.)

Pip: I’m opening a new lemonade stand. (Camera flash.) Won’t you come to the grand opening? (Nervous glances back and forth.) I’ll give you free lemonade for a week.

(More glances; zoom in on the Crusaders as Sweetie’s mouth curves into a calculating smile.)

Sweetie: Relax. I know exactly how to handle this.

(Dissolve to a close-up of a stretched-out length of red ribbon. A pair of golden scissors extends into view to snip it, and a long shot of the area frames a lemonade stand set up under a tree outside the village proper. All three Crusaders have a grip on the scissors, and the ribbon ends are held in the mouths of a colt and filly. The other foals present cheer with gusto, and two glasses of lemonade are lifted into view and clinked together in the foreground. Cut to a pan across the lively gathering; Pip moves through it all, a tray with pitcher and glass on his back, and stops in front of Sweetie. She sits on her haunches atop a pillow placed next to a small barrel; the empty glasses resting on both it and the ground testify to her thirst. She has donned a pair of sunglasses.)

Pip: More lemonade?

Sweetie: Don’t mind if I do!

(He turns to present the glass so she can nip it off the tray in her teeth, and she sets it on the barrel and starts drinking through its straw. Pip moves on, the camera panning to follow until Scootaloo comes into view; resting her haunches on a pillow of her own, she is getting a front hoof polished by a colt.)

Colt: Done shining your hooves. It’s an honor to do you the favor.

(Extreme close-up of that hoof being raised; it gleams with a high shine and throws back a reflection of the filly’s face.)

Scootaloo: Whoa! So bright I can see myself!

(Bloom’s image leans into view, her usual pink bow replaced by a Day-Glo one studded with small gemstones.)

Bloom: And so can I! (Cut to the pair; she turns to a nearby filly.) Nice job bedazzlin’ my bow. What do I owe you?

Filly 1: Your gratitude is thanks enough. (Diamond and Silver bull their way through the crowd.)

Diamond: You three must come to my pool party. (scowling with distaste) It’ll be much cooler than this.

(The two make a most haughty exit as all three Crusaders gather, Sweetie having shed her shades.)

Sweetie: (giddily) Look who’s inviting who to her fancy house!

Bloom: I believe we have arrived, Cutie Mark Crusaders.

(Close-up of one orange, one yellow, and one white hoof being clapped together for a three-way high five.)

Crusaders: (from o.s.) Yeah!

(Dissolve to a stretch of placid water, which gets very suddenly disrupted when Scootaloo does a cannonball dive into it. A zoom out frame the diving board from which she has jumped; Bloom watches the performance, reclining on a duck inner-tube float and wearing her usual bow again. They are both in a swimming pool appointed with lounge chairs, and the steps of an opulent residence are visible behind them. Scootaloo surfaces to spit a mouthful of water at Bloom, prompting a laugh, and the camera pans/tilts up to show more chairs at the far end of the pool. These are occupied by Sweetie, Diamond, and Silver; the first group seen is empty, though.)

Sweetie: Wow, this is nice, but…there’s no one else here. (Bloom and Sweetie float by.) Why is this party cooler, exactly?

Diamond: Because of all the ponies we’re keeping out.

(She gestures off in the direction from which the two swimmers drifted in. All three Crusaders turn their eyes that way, frowning slightly; pan quickly to a set of closed wrought-iron gates. The rest of the class is on the outside looking in enviously; this sight causes Scootaloo to spit her latest mouthful of water away at full force.)

Sweetie: This has been great, but… (Bloom and Scootaloo, now out of the pool and dry, hurry past her.) …we have to go. (She gets out of her chair.) It’s Twilight Time.

(Those four hooves scramble to catch up with the other eight, but Diamond’s voice stops them in mid-clop.)

Diamond: (expectantly) So we’re coming too, right? (Sweetie glances back, now really scared; the other two have stopped.)

Sweetie: Um…uh, actually, no. (Dejection on the faces of Diamond and Silver.) We didn’t have a chance to ask Twilight, so…

(On the end of this, the spoiled pink filly comes over, now plenty sore.)

Diamond: Really? (The other members of both sides join the face-off.) After all the favors we did for you? (pointing o.s.) After all the favors they did for you?

(Pan quickly to the gates on the end of this. The foals on the other side of it are in a much less sunny mood than at the lemonade stand opening.)

Filly 2: (banging on gates, chanting) Twilight Time! (Outside; many others join the refrain and pounding.)

Foals: Twilight Time! Twilight Time! Twilight Time! Twilight Time! Twilight Time! Twilight Time!

(One colt has even started to slaver a little bit as he yells with them. Cut to the Crusaders, paralyzed with fear; Sweetie is first to get her wits about her as the chant continues under the following.)

Sweetie: Okay. I know exactly how to handle this. (Pause.) RUUUUNNNN!!

(They peel out at ludicrous speed. Snap to black.)

Act Three

(Opening shot: fade in to a long shot of the mob outside the gates. Pan slowly away from them to a stretch of the high hedges surrounding Diamond’s family mansion.)

Foals: (banging on gates, chanting) Twilight Time! Twilight Time! Twilight Time!

(The mantra continues from o.s. and fades away as the Crusaders clamber up and over the greenery from the pool side, one by one, gibbering all the way to the ground.)

Scootaloo: We gotta beat them to Twilight’s so we can explain!

Sweetie: (pointing) This way! I know a shortcut!

(They are a little slow on the draw, though, as the angry bunch starts to close in.)

Foals: (chanting) Twilight Time! (They continue under the following.)

Bloom: Then we run, like the wind!

(All three get to galloping as the hacked-off equines continue their inexorable advance. Dissolve to the exterior of the library; the Crusaders race into view and brake hard to a walk.)

Sweetie: (gasping for breath) We…made…it…Quick!…Knock on…

(Two irked colts on scooters roll up to block their approach to the door. Caught between them and the advancing, now-silent foals, they get a good look at Diamond and Silver when these two stride up to the front lines. All three can only watch in silent horror as one of the scooter riders raps a hoof against the door. It opens almost immediately, the camera tilting up to frame Twilight at the threshold; her welcoming smile turns into a gape of shock once she sees the size of the crowd. All the angry looks have been replaced by eager smiles, with the exception of the three at the center of it all.)

Sweetie: Twilight, we can explain!

Bloom: We know you said we should just keep Twilight Time to us!

Scootaloo: We didn’t mean for so many other ponies to be here! Honest!

Twilight: (smiling) Oh, don’t be silly. I only meant that for your benefit so you could get the most out of our time together. But if you want to share your time with others, that’s fine.

Scootaloo: So you’re not mad?

Twilight: Of course not. (Cut to inside the door; she gestures welcomingly and all start to enter.) Come on in, everypony! Spike made nachos.

(The baby dragon is crossing the reading room with a tray of that particular snack.)

Twilight: Turns out we’ll need some more than that.

(Two surprised reptilian green eyes flick down at the food, then toward the crowd, and Spike trudges away with a groan to pull kitchen duty again. Dissolve to a reading room now packed with foals talking and reading everywhere and pan to follow Twilight over to the center table. She jumps onto it and raises her voice to be heard over the noise.)

Twilight: Before we start, we should maybe get a bit more organized? (pointing in various directions in turn) Ponies interested in magic, in this corner. Ponies who want to learn potions, over here. Bookworm ponies, over there.

(The crowd quickly disperses to leave the Crusaders smiling to themselves.)

Bloom: Incredible! Looks like everything’s workin’ out just fine.

Scootaloo: And I was so afraid Twilight would be disappointed in us.

Sweetie: Told you I knew exactly how to handle all this. (Twilight walks past.)

Twilight: (addressing the room) Thanks to all of you for taking time out to come learn new things.

Diamond: (really sucking up) Thank you, Princess!

Silver: We love you, Princess!

(Cheers from the other foals; they gradually fall quiet at her next words.)

Twilight: Okay, okay. Let’s settle down. If you want to thank anypony— (gesturing to one side) —thank the Cutie Mark Crusaders— (Cut to them; she continues o.s.) —for so generously sharing this time.

Sweetie: It was nothing, really. We just felt it was the right thing to do.

Diamond: (irritated) Hmph! (aside, to Silver) What a laugh.

Twilight: Let’s begin over here. (crossing/kneeling to Pip) And what would you like to learn, little one?

Pip: I want to learn how to become a Cutie Mark Crusader! (Twilight stands up.)

Twilight: And why do you want to become a Cutie Mark Crusader so badly, hmm?

Pip: Because then I could get all my classmates to do me favors and stuff, because I’m friends with a famous princess!

(His statement has all the impact of a two-by-four upside the royal head. The purple eyes narrow slightly as they aim themselves back over Twilight’s shoulder and across the room; at the wall, Sweetie backs up ever so slightly between her two friends.)

Sweetie: (apprehensively) Oh, boy. (Twilight steps over to them; all three grimace in fear.)

Twilight: Is this true?

Sweetie: (hastily) We wanted our time together just as a way to be with you and learn new things—really and truly!

Twilight: (smugly) Prove it.

Sweetie: Huh? (Stunned little neighs from Bloom and Scootaloo at the same time.)

Twilight: If it’s true, then I’m sure you’ve all been practicing your skills over the past week. Show me how much better you got.

(A shared look of total panic among the Crusaders.)

Bloom: Uh…well…uh…we…can’t.

Scootaloo: We kinda rushed over and forgot to bring our stuff.

Twilight: Hm. I see. (She turns and begins to walk away.)

Sweetie: No, wait! (Twilight stops; she hurries out from the wall.) Hey, everypony! You’re in luck! You came to learn, but instead you’re getting dinner and a show! (zipping away, grabbing Bloom and Scootaloo) Get ready, ’cause we, the Cutie Mark Crusaders, are about to lay on you the amazing skills we learned in Twilight Time!

(Hopelessly confounded looks from her two partners in mayhem, excited murmurs from the onlookers, and a puzzled glance between Diamond and Silver. At center stage, Sweetie motions for Bloom and Scootaloo to head out in opposite directions, leaving her to stand alone.)

Sweetie: Unfortunately, since we don’t have Scootaloo’s unicycle parts, she’ll take apart and put back together one of the scooters from outside.

(Cut to Pip on the end of this; the pegasus wheels a vehicle partly into view, causing him some degree of consternation, Zoom out to frame all of her.)

Pip: Hey! That’s my scooter!

Scootaloo: You got us into this mess, kid. (pulling on handlebars) Might want to roll with us. (She yanks them free of the frame.)

Pip: Huh?

(The handlebars are tossed aside; cut to Bloom, crossing the floor with an apple in her mouth, and pan to follow her over to her potion-making equipment.)

Scootaloo: (from o.s.) Apple Bloom doesn’t have her apple seedling, so she’ll just grab an apple from the kitchen.

(She sets the apple down and points nervously to it on the end of this line. Back to Sweetie.)

Sweetie: And I will begin by using my magic to lift this broom!

(A zoom out on the end of this line frames the cleaning implement now lying on the floor before her. Scootaloo has reduced Pip’s scooter to a scatter of parts, and a most uneasy Bloom stands with apple and glassware at the ready. With every eye training itself on the three, Scootaloo gets the handlebars in her teeth and re-attaches them to the vertical front bar, Bloom dribbles a few drops into a flask from a test tube and gets a burst of purple vapor, and Sweetie trains her full focus on the broom. A few sparks sputter from the tip of her horn, and the magic starts to take hold of the item as Diamond and Silver stare in surprise and Twilight watches skeptically. More parts of the scooter are fitted together, and another reagent sends up green smoke when it is added to the potion mixture. Sweetie keeps up her fierce concentration, causing the broom to wobble a bit and then slowly float clear of the ground.)

(Now Scootaloo, wearing her crash helmet, pops a wheelie across the room on the fully assembled scooter and spins it 180 degrees around its front wheel.)

Scootaloo: Ta-da! (Bloom, sitting on her haunches, holds her flask of potion over the apple.)

Bloom: Become a tree! (She pours it on.)

Sweetie: (levitating broom higher) Rise!

(Once it reaches her eye level, though, the spell fizzles out and the thing drops back to the floor. The scooter instantly goes to pieces, dumping its rider onto her rump, and the apple proceeds to grow…and grow…and grow. Many eyes slowly widen and many hooves step cautiously backward; cut to the exterior of the library. A great blast of juice and pulp issues from every window at once, and in the reading room, the floor and every living thing standing on it is now thoroughly besmirched with fragments of the exploded fruit. Scootaloo has lost her helmet.)

Sweetie: (wiping her face) That didn’t turn out quite how I had hoped.

Twilight: (shaking off a little muck) Looks like Twilight Time is over.

Diamond: (relishing every word) And look who’s not the Princess's entourage anymore.

Foals: (mockingly) Oooooh!

(Cut to the unfortunate triumvirate during this, then back to Twilight and the rest of the foals.)

Silver: Guess they didn’t come here to learn after all.

Twilight: (icily) Well, neither did any of you.

Foals: (disappointedly, walking out) Awwww…

(Cut to the heartbroken Crusaders and zoom out as Twilight crosses to them. All four are somewhat cleaned up now.)

Sweetie: We’re really sorry, Twilight. (Twilight shakes off another glob; Scootaloo nudges a couple of parts.) We made a huge mistake.

Bloom: And we really and truly did enjoy learning new skills with you.

Scootaloo: (pushing scooter) Guess we’ll just have to keep on doing it without you now.

(The Princess's eyes have slightly bugged out upon noticing that the filly has completely put the vehicle back together, except for one handlebar. This is quickly snapped into place and the scooter pushed over to Twilight, staying intact the whole way.)

Scootaloo: Thanks, Twilight.

(As she clumps away, the camera cuts to Bloom at her potion setup. She adds a little bit of a new mix to a flowerpot, squinting through the smoke that boils up, and holds it at Twilight’s eye level. Up comes a shoot that blossoms into a small flower but quickly droops to one side.)

Bloom: Thanks.

(It is straightened up in a burst of magic, and here comes Sweetie, horn glowing to cast the enchantment. She pulls the bloom off the stem and floats it over to tuck behind Twilight’s ear.)

Sweetie: Thanks.

(All three head for the door, leaving their mentor temporarily at a loss for words. Finally she addresses the filly at the back of the line.)

Twilight: Sweetie Belle?

(All stop and Sweetie glances back over her shoulder; cut to a head-on shot of a now-smiling Twilight and zoom in slowly.)

Twilight: Remember a moment ago when you asked me to give you a chance?

(Her smile becomes a grin, prompting hopeful smiles on the three young faces, then shifts into a worried look at the sound of Spike’s labored grunting from o.s. A zoom out brings him into view, lugging a tray piled with nachos to nearly three times his own height. He sets it down next to Twilight and the scooter, then looks around and realizes that the intended consumers have cleared out of the joint. The bat-wing ears droop in stunned surprise before he gets his tongue working to voice his sudden frustration at having lost his audience.)

Spike: Aw, come on!

(Twilight just gives him a humoring smile. Dissolve to a close-up of the base of a book stand and tilt up; Sweetie stands here, writing in an open book with a pencil in her teeth. The next line marks it as the shared journal, in which only Twilight and her five friends have been making entries up to this point. The library has been cleaned up, as have she, Twilight, and the other Crusaders when they appear on camera during this scene.)

Sweetie: (voice over, dictating) “I guess Twilight must not be so super-upset anymore, ’cause she’s letting us do a diary entry like our sisters do. Boy, did we get our priorities mixed up.”

(She looks across the room, the camera panning to frame Bloom haunch-sitting at her potions kit with Twilight supervising. The latter has removed the flower from her mane.)

Sweetie: (voice over) “We started acting special because we were friends with someone special.” (Dose added to flowerpot; burst of smoke.) “We almost forgot the real reason she’s special— ” (A tall stem emerges and blooms into a broad pink/blue flower.) “—because she’s our friend.”

(Twilight congratulates the yellow filly, and the camera zooms out to frame a re-helmeted Scootaloo maneuvering the unicycle from the prologue—now fully rebuilt—back and forth with ease.)

Sweetie: (voice over) “But she forgave us. And, like magic, things are good as new. That’s the kind of magic I really want to get good at…” (She fires up her horn and gets the broom to do loop-the-loops.) “…now that I’m getting so good at the other kind.”

(It plants itself neatly and gracefully in front of Twilight, Bloom, and Scootaloo, and Sweetie crosses to them, having put down the pencil.)

Twilight: Wow! (Scootaloo stands on her front hooves and jumps off the unicycle.) All three of you have made so much progress! I’m really proud of you. See you next time. (They head for the door; cut to a head-on view of them.)

Sweetie: (voice over) “We’re just glad Twilight Time is back to normal…well…”

(They stop short, glance down toward the floor, and dip out of sight for a moment. When they come up, they have donned “disguises” that can only make them stick out like three sore thumbs. Bloom: cloche, scarf, coat, huge sunglasses. Scootaloo: gray trenchcoat and fedora, eyeglasses, fake mustache. Sweetie: broad-brimmed sun hat, coat, kerchief around neck, shades with frames styled to resemble wings.)

Sweetie: (voice over) “…almost back to normal.”

(Cut to outside. Bloom is first to exit through the open front door; a nearby trash can has been stuffed full of Spike’s unused nachos. They keep their voices down on the following lines.)

Sweetie: (from inside) I just hope no one sees us! (She and Scootaloo follow.)

Bloom: Because we’re tryin’ to keep Twilight Time a secret now?

Scootaloo: Or because we look ridiculous?

Sweetie: A little of both, actually.

(Twilight, standing in the doorway with the broom propped up next to her, laughs gently to herself. Fade to black.)

IT AIN’T EASY BEING BREEZIES

Written by Natasha Levinger

Produced by Sarah Wall, Devon Cody

Story editing by Meghan McCarthy

Supervising direction by Jayson Thiessen

Co-directed by Jim Miller

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a pennant streaming atop a high spire in a gentle breeze during the day. The rooftops of Ponyville are present in the distance, and the camera pans/tilts down to frame Twilight Sparkle and company, except Pinkie Pie, in a stretch of park land outside the village proper. Fluttershy paces past the other four, who have lined up side by side.)

Fluttershy: Okay, everypony. As you know— (Close-up behind the four; she moves to Rainbow Dash’s end.) —the adorable fairy creatures known as Breezies are about to come through Ponyville. (Pinkie swings down, hanging from a tree branch by her tail.)

Pinkie: (ecstatically) Yes! (drumming hooves on trunk) Ooh, it’s so exciting! Ah! (grabbing Fluttershy’s cheeks) I can’t wait for Rainbow Dash to make the breeze for them so I can see how cute they are up close!

Rainbow: I’ve never done it before. Not that I won’t be totally awesome at it, because I totally will!

Fluttershy: And that breeze is very important. (She hovers in front of the group.) But so is cheering on those teeny tiny little things, so they have the confidence to ride that breeze to their native land. Did I mention how tiny they are?

(Close-up of a blade of grass; she leans over it as a ladybug crawls toward its tip.)

Fluttershy: (giddily) So tiny. (She turns away; normal tone.) I was thinking we could do a special Breezie cheer.

(Her tranquil little smile lasts for the split second it takes Pinkie to leap toward her.)

Pinkie: I love cheers! 

Fluttershy: But these cheers should be quiet cheers. (hoof briefly to Pinkie’s mouth) We don’t want to startle them. They need to be able to concentrate. (She takes a few steps away.) Why don’t we try it? “You can do it, Breezies!”

Other five: YOU CAN DO IT, BREEZIES!

(This response comes with enough oomph to blow her mane sideways.)

Fluttershy: Oh, my.

Applejack: Heh. Sorry, Fluttershy. I had no idea how hard it was to do a cheer quietly.

Fluttershy: Oh, it’s okay. Quiet doesn’t come naturally for everypony. Let’s try it again.

Other five: (only slightly less volume) YOU CAN DO IT, BREEZIES!

Fluttershy: Perhaps just a little bit quieter.

Other five: You can do it, Breezies!

Fluttershy: Just a little quieter.

Other five: (whispering) You can do it, Breezies! (Fluttershy shoots up into the air.)

Fluttershy: Perfect! (catching herself, dropping back) Oh! Um, I mean… (softly) …yay.

(She puts on a slightly embarrassed smile at her own outburst. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long overhead shot of Ponyville under the same sort of mild breeze that toyed with the pennant in the prologue. Tilt down to the town square, packed with ponies, and cut to a pan through it at ground level. A three-stallion mariachi band is playing near the town hall, and equines of all ages bustle back and forth. Stop on Rainbow, hovering and watching intently; she puts a front hoof in her mouth to wet it, then holds it up to gauge the wind speed. A critical look around and she addresses herself upwind, raising her voice slightly to be heard over the rushing air.)

Rainbow: That’s too strong!

(Cut to Flitter and a dark gray pegasus stallion in another patch of sky; they are providing the breeze with their flapping wings. The stallion bears a strong resemblance to Thunderlane, but with different-colored eyes and mane/tail, and he wears wristbands on his forelegs and a headband to keep his mane out of his eyes. Rainbow flies up to them.)

Rainbow: We gotta slow this breeze down or we’re gonna blow those Breezies apart!

(The two assistants grimace slightly and slow their wings. Pan/tilt down to the area in front of the town hall; a table of snacks has been set up here by Mr. and Mrs. Cake, and Fluttershy stands with them next to the spread.)

Mr. Cake: What I don’t understand is why they need the pegasi to make a breeze for them.

Fluttershy: Well, you see, it’s the breeze that activates the Breezies’ magic, and that magic protects the pollen they’re carrying from being destroyed.

Mr. Cake: So…no breeze means no magic, means the pollen goes bad?

Fluttershy: That’s right! (flapping wings briefly) And they only have two days to get that pollen back before the portal to their home closes. That’s why it’s ever so important that we help them make their way through Ponyville safely.

Mrs. Cake: We certainly wouldn’t want to scare them and divert them from their path.

Fluttershy: Now you understand.

Mr. Cake: (chuckling) You certainly know a lot about them.

Fluttershy:  Oh, thank you. I went to see them gathering their pollen in western Equestria.

(A reference to the trip she took in “Three’s a Crowd,” no doubt. The calm is broken up by an intense magenta glow that begins to emanate from a point behind her and o.s.; she turns partway toward it but quickly has to shield her eyes. Cut to a close-up of the source: a cloak worn by Rarity that sparkles almost brightly enough to require sunglasses for safe viewing. Zoom out to frame the nearby ponies, including Twilight, squinching their eyes shut against the glare. Fluttershy eases up to her, having put on a pair of shades for her own protection.)

Fluttershy: Um, Rarity? I, uh, hate to weigh in with you when it comes to fashion, but…

Rarity: (eyeing herself) Oh, there’s too much purple on this, isn’t there? I knew it!

(Cut to the winged unicorn at a lectern, organizing a set of levitated notes, and zoom out to put Rarity in the fore.)

Rarity: But Twilight refused to admit it!

Twilight: What?!? I—

Fluttershy: (from o.s.) Oh, no, no, no, no. (Cut to her, stepping a bit closer.) It’s the perfect amount of purple. It’s just that there’s an awful lot of sequins on your jacket.

Rarity: (stepping past her) Oh, darling, please! (Chuckle.) One can never have too many sequins.

(She punctuates these words with a light giggle; Fluttershy moves over to her again.)

Fluttershy: (increasingly worked up) You can if they reflect the sun, and the light catches a group of Breezies right in their eyes, and blinds them long enough to get them off their course so they never get home! (Terrified grimace; Rarity gets her point.)

Rarity: I stand corrected. I suppose there is the rare instance when one can have too many sequins. (Horn warms up.) I’ll just take off my jacket.

(As she finishes, the camera cuts to a close-up of the knotted cords at her throat holding the cloak on. These are magically untied and the garment is cast off to reveal a ruffled outfit underneath, which instantly begins to glow blinding white over every square inch of its fabric. Zoom out to frame all of her again; the glare is even stronger and harsher than that from the cloak, and Fluttershy and others have to shield their eyes all over again.)

Rarity: (sheepishly) I suppose this won’t do either?

(Fluttershy shakes her head. Cut to Rainbow and her two wind-makers overhead. She shades her eyes, gazing intently toward the horizon, and catches sight of a darkish airborne smudge coming in past the mountains. Instantly her whole face lights up; down below, she leans in to whisper in Twilight’s ear. The violet mare breaks out in a huge grin and settles her notes onto the lectern. All lines are spoken in whispers until further notice.)

Twilight: Everypony, it’s time. Please welcome…the Breezies!

(Pan/tilt up to follow her gesture and stop on Flitter and the stallion hovering above a nearby bridge. A swarm of tiny winged creatures makes its way into view past them, and a close-up reveals more details of the Breezies. They are roughly pony-like in body shape, but with insect-like antennae and translucent wings; in addition, their slender legs are greatly elongated and they have prominent eyelashes. Coats, manes, and tails show the same diversity of colors as the Ponyville locals, and each one has a pair of baskets slung across his/her back; these are loaded with the pollen Fluttershy mentioned in her talk with the Cakes. The crowd watches, enraptured, as the Breezies make their way through the placid airspace; pan to Applejack and Rarity among them on the start of the next line. The unicorn has shed her scintillating white getup.)

Applejack: They’re as cute as Apple Bloom on the day she was born.

Rarity: And would you look at those adorable little packs they carry their pollen in!

(Cut back to the swarm on the end of this; here comes one grumpy-looking blue Breezie with a fluffy pink mane/tail and magenta eyes. This is Sea Breeze, who is dressed in a dark gray jumpsuit with white sleeve cuffs and white fur at the collar. He shouts angrily toward the ones in front of himself, using a gibberish that can only be the species’ native tongue; however, the effect is somewhat blunted by the fact that he sounds like a very tiny Viking on helium.)

Pinkie: So cute! (straining) Can’t…take…it!

(She claps a hoof over her mouth as her cheeks bulge out, fighting to contain a burst of jubilation. Spike scrambles here and there in search of a decent view through the ponies’ heads and finally get a clear line of sight—but just as he stars to really enjoy the show, a mare steps to block him out. The little dragon snarls to himself and hurries over to Pinkie, who has lowered her hoof but still looks as if she might pop at any moment.)

Spike: Pinkie Pie! Can I hop on you so I can see the Breezies?

Pinkie: (choked) May…explode!

(She goes back to holding her breath as he backs warily away. A few more steps bring him to a tree, which he runs into with his back and then climbs so he can stand on a branch. The Breezies are gliding just over his head; watching intently, he runs out to the end and bounces happily in place. Zoom in on a cluster of leaves attached to the outermost twig; one of these drops away under the vibrations. Cut to a longer shot of the spectacle as the leaf begins to drift ahead, caught up in the pegasus-driven breeze, and sends Spike into a freak-out. Normal speaking volume resumes at this point.)

Spike: Oh, no!

(The errant bit of foliage drifts among the crowd, and Sea Breeze’s eyes widen once he spots it coming up toward the swarm. Its looping trajectory stirs up enough of a wake to send the rearmost portion out of control; tiny voices yell in fear as the creatures are buffeted this way and that, cut off from the others. The crowd gasps in shock; among them, Fluttershy can now be seen without the sunglasses she used to ward off the glare from Rarity’s outfit. Close-up of Rainbow.)

Rainbow: (to the o.s. Flitter and stallion) Slow down the breeze for the other group to catch up! (Pan to frame them.)

Stallion: They’re too far back! We can’t connect the breeze to both sets of Breezies!

Rainbow: What if we speed it up?

Flitter: Then the first group will be going too fast, and will get separated from each other!

(The boss winces at the no-win situation; meanwhile, the rear guard of the Breezie swarm is having no luck getting itself back on a level course. Cut to a close-up of Fluttershy, eyes constricting in terror and jaw falling open, and zoom in before the view snaps to black.)

Act Two

(Opening shot: fade in to an extreme close of a spiraling, screaming Breezie and zoom out slowly as others careen in all directions. Sea Breeze, though, has managed to right himself and get into a stationary hover, and he yells a couple of orders to the others. Cut to a close-up of two linked limbs and zoom out; these Breezies struggle to keep their hold, but the wind force yanks them apart after a moment. Fluttershy gasps and takes to the air, hurtling toward one of the separated pair as Spike watches in silent horror. The yellow pegasus positions herself with her back to the breeze, creating a windbreak for the Breezie to settle into so she can grip it gently in her forelegs.)

(With this one secured, she zooms ahead. Cut to a close-up of Sea, who yells an order, then pan to Fluttershy a short distance back.)

Fluttershy: He’s right! You must all gather as close as you possibly can!

(They do so, finding holds all over her body, and she swoops down to the cheers of the crowd. Once she lands near a relatively flat rock outcropping, they gather atop it and voice their own gratitude in close-up. Sea adds a query on top of this; zoom out to frame Fluttershy watching him from close range.)

Fluttershy: Oh! I understand the language of all kinds of creatures.

Sea: (snarkily) Ooh, you must be so proud.

Fluttershy: And you speak my language too?

Sea: I can. (glancing at others) This lot can only understand you. Clearly, they’re not the brightest bunch around.

(Followed by a tumult of angry shouts from said bunch. Fluttershy smiles gently down at the rescued Breezies, only to be interrupted by the sudden arrival of an excited Pinkie.)

Pinkie: That…was… (jumping in place) …amazing! (Here come the other four.)

Rainbow: I’m sorry we couldn’t get a breeze going that would get them back to the others.

Fluttershy: Oh, it’s not your fault.

Twilight: I, for one, am very proud of you, Fluttershy— (Fluttershy blushes.) —leaping into action like that.

Rarity: I feel like I should design you a special hero’s gown! (She chuckles; Applejack and Pinkie nod.) Or a sash. At least a sash.

Spike: (from o.s.) Okay! Okay, okay! (Longer shot as he continues, rushing up to the group.) I know what you’re all thinking! Why don’t you just say it? (sobbing, throwing himself at Fluttershy’s hooves) I’m sorry!

(Close-up of two puzzled mares—one yellow, one violet.)

Spike: (from o.s.) This is all my fault! (Ground level; he stands up, tears in eyes.) I’m so, so sorry! (Another wave of sobs.)

Fluttershy: Oh, Spike, it’s okay. It could’ve happened to any one of us.

(The waterworks dry up, and he straightens up to give her a squeaky little grin.)

Spike: Okay. (hugging her) Thank you!

(The Breezies gathered on the rock start mouthing off at the dragon who got them marooned.)

Spike: (backing up away from them) Uh, I-I’m just gonna stay over here. (They fall quiet.)

Rainbow: So, Fluttershy, you want us to get the breeze going again so these little guys can get a move on? (Now chattering fearfully, they flit over and gather on Fluttershy.)

Fluttershy: Maybe we should wait just a moment or so. They’ve been through so much. (Various puzzled glances among the other five.)

Rainbow: Just gimme the word when you think they’re ready.

(Cut to Fluttershy and zoom in past her to an extreme close-up of Sea, who has not left the rock and is quite worried about this turn of events. A dissolve shifts the view to the exterior of Fluttershy’s cottage; zoom in slowly, then cut to a group of birds jammed wing to wing on a ledge inside and not looking too thrilled. A short pan tells the rest of the story: several Breezies have commandeered a nearby birdhouse for themselves. One, peeking out from the entrance hole, shoves another off the perch mounted below it. They, along with all other

Breezies hanging out here, have shucked off their pollen baskets. On the floor, Fluttershy’s rabbit Angel turns grumpily away from his basket, which a few others are using for a lounge chair. Fluttershy walks through, taking note of the tiny visitors at all heights; cut to a close-up of a shivering one.)

Fluttershy: (from o.s.) Oh, my, Twirly. (She leans into view.) You look like you need a blanket.

(A handy box of tissues provides the solution when she nips one away in her teeth and drapes it over Twirly, who expresses thanks.)

Fluttershy: Oh, no problem.

(Leaning down a bit farther, she finds another one holding up an empty thimble and voicing a request. Fluttershy stands up.)

Fluttershy: Oh! Did you need some more water?

(This time, she turns to an eyedropper resting in a half-full jar; catching its bulb in her teeth, she dispenses one drop that is enough to fill the thimble to the rim. The Breezie grins from ear to ear and starts to slurp it down, and Fluttershy puts the dropper away.)

Fluttershy: (holding up a front hoof; something is on it) Now, who else needed a hoof-knitted sweater?

(An extreme close-up picks out the minuscule garment resting on it, which is quickly plucked away by a hovering Breezie. The whole bunch cheers vigorously before the camera zooms out slightly to the sound of the front door opening. Applejack puts her head in.)

Applejack: Hey there! (Cut to inside the door; Twilight peeks past her.) Can we come in?

Fluttershy: (from o.s.) Oh, of course! (They enter; she whisks up to stop them.) But watch your step!

(All three glance down toward the floor; cut to a close-up of Applejack’s front hooves, one of which has come within an ace of treading on a terrified, shivering Breezie.)

Applejack: (from o.s.) Oop. Sorry ’bout that, little one.

(Cut to frame all three on the end of this; the critter crawls up Fluttershy’s mane.)

Twilight: We just wanted to see if you thought the Breezies were ready to give it another try.

Fluttershy: Has it been an hour already? (She glances at the climber.) Oh, my goodness!

(Cut to just outside one window; she steps up to it.)

Fluttershy: Time flies when you’re making sure little creatures don’t feel that you’re abandoning them to the cruel world.

(On the second half of this, cut to a slow pan across the land surrounding the cottage. “The cruel world” is its usual peaceful self, with a passing butterfly as the only immediate peril. The edge of the Everfree Forest is not far away. Back to inside; Twilight crosses to Fluttershy.)

Twilight: But they’re not going to a cruel world, right? They’re going home.

(One small face after another trains big, slightly scared eyes toward the benefactor.)

Fluttershy: Oh, yes! That’s right!

(Here they come, shouting and beseeching and instantly causing her concern.)

Fluttershy: On second thought, I don’t think they’re quite ready.

(The conference is broken up by an exasperated tirade from the o.s. Sea; cut to a long shot of him on the couch and zoom in quickly as he escalates his rhetoric. Its effect is to leave Fluttershy absolutely gobsmacked.)

Applejack: Uh, what did he say?

Fluttershy: (blushing) I’d…rather not say.

Applejack: Okay, well, I’m sure you know what you’re doin’.

(Twilight nods her agreement. Cut to just outside the closed door, which opens so the two visitors can exit.)

Applejack: No one knows rare magical creatures like you do.

Twilight: We’ll just wait for your word.

Fluttershy: Thank you. (Door half-closes.) I’ll be in touch very soon.

(It closes the rest of the way; inside, the Breezies have now gathered on the floor around her. On the start of the next line, zoom out across the room to put Sea in the fore.)

(The second half of this line is accompanied by a cut to the other Breezies and a tilt up to Fluttershy; their stunned response to this chewing-out is matched by her own. The one clinging to the pink mane has let go now. Back to Sea.)

Sea: Why do we have to need magic to keep our pollen safe? (Zoom out slightly on the next line; Fluttershy leans down to him.)

Fluttershy: N-Now, Sea Breeze—

Sea: Why are you giving in to these wimps? If they had not been so scared in the first place, this never would have happened! (Fluttershy straightens up; they are now on her head and back.)

Fluttershy: Well, that is just not true, Sea Breeze. It was because of a leaf! And you know that. (He darts up to her eye level.)

Sea: Oh, puh-lease! They have no idea what they are doing out there! Like you said, we need as much time as we can get— (turning away, descending to couch) —because they are so incompetent!

Fluttershy: (hesitantly) Well, I didn’t say that exactly, now, did I? (The boss Breezie crosses his forelegs.)

Sea: Hmph!

Fluttershy: Oh! Well, maybe a snack will lighten the mood.

(Eager chatters of assent from the crowd. Dissolve to a close-up of a cookie on the floor, being energetically gnawed at by four of them, then cut to another chomping down a grape bite by bite. A cut to another patch of the rug frames one eating a cupcake and others lounging amid half-eaten bits of food. From here, tilt up to Fluttershy on the couch, sitting on her belly and warmly regarding the ones drowsing on her back after over-indulging. One lets go with a burp and says something that must surely mean “excuse me” in Breezie.)

Fluttershy: You’re excused.

(Using her tail, she carefully scoops the layabouts off her back; cut to a close-up of the couch cushion as they gather in.)

Fluttershy: (from o.s.) Well, my Breezies… (Cut to her.) …I think we can all agree that now that you’ve eaten and you have a little energy going in your Breezie bodies, you’re strong enough to face the breeze. (She leans down to them.) I’ve loved having you here, and I hope I’ve made you all feel loved and special— (straightening up, gesturing toward door) —but you have to go. Nopony here will deny that—

Sea: (from o.s.) There is nothing special about these losers! (Couch level; he flies to the front of the group.) They cannot handle a simple breeze home! (Up to Fluttershy’s eyes.) If they could just stick with the program and listen to me, we would be safe at home!

(He lets his whole body sag dejectedly in midair; when he next raises his face, his eyes are filling with tears.)

Sea: Home, where every Breezie is like us.

(He flies slowly past Fluttershy, his spirits down at the ends of his overly long legs, and looks out the peephole of the closed front door with a heavy sigh.)

Fluttershy: (slightly confused) Okay. Well, a confusing pep talk, but nonetheless. (to others) I do know that if you don’t leave soon, you may never make it back, and that would be terrible.

(They look up at her with big round eyes for a long, silent moment—and then one of them lets go with a loud sneeze. Its pathetic-sounding comment to her is perhaps undercut by the glare and nudge it gives to its neighbor, who winks knowingly and lets go with a nice loud cough. This one also says something pitiful.)

Fluttershy: I had no idea you all have colds! (leaning closer) Really? All of you?

(They give her a chorus of coughs and sneezes, bamboozling her completely.)

Fluttershy: Oh, dear. I can’t let you go out there sick. (They perch on her foreleg.) What kind of a friend would I be if I made you go now?

(Cut to a close-up of the instantly cheered-up Breezies as she lifts them up for a nuzzle, then pan to an irate Sea hovering near a birdhouse. Unleashing a stream of untranslatable obscenities, he retreats into the shelter; his words reverberate slightly from within as he keeps voicing his opinion, freely and loudly.)

(Dissolve to the exterior of the cottage. Rainbow and her two breeze-makers fly toward the front door; cut to an extreme close-up of it as she knocks. It opens slightly to reveal a sliver of Fluttershy’s worried countenance; the sounds of a lively party emanate from behind her.)

Rainbow: (from o.s.) Hey, Fluttershy. (Fluttershy’s perspective of the three.) Just wondering if the Breezies are ready to go yet. (Outside again.) Clock’s kinda ticking for them to make it back before the door closes on their home.

Fluttershy: (smiling) Oh, yes. (Face falls.) I mean…not quite, um…maybe just a few more minutes? (Door closes.)

Rainbow: Uh…all right.

Flitter: We wait too much longer, we’ll have to create such a strong breeze, it may be more than they can handle. (Rainbow lifts off; the other two follow.)

Rainbow: We just have to trust Fluttershy. She must know what she’s doing.

(Neither she nor the others put much stock in this assertion, judging from the uncertain looks that take hold on their faces. Wipe to an extreme close-up of two thimble tumblers being clinked together inside—now full of grape juice rather than water—and zoom out quickly. The Breezies holding them proceed to gulp down the contents; elsewhere, others are dancing, twirling, using a strip of cloth draped onto the fireplace hearth as a slide. A pan brings Fluttershy into view, dancing at the center of the revelry as a musically inclined Breezie plays a saxophone solo. The groove comes to a sudden end when Sea zips over, yanks the horn away, and throws it down to smash on the floor.)

Breezies: Awwww…

Sea: Why are you spending your time on this? I will never get home! (Fluttershy gathers herself.)

Fluttershy: Breezies, I must say, Sea Breeze has a point. I think it’s time for me to get Rainbow Dash and her friends so they can create the breeze for you to get home.

(She steps cautiously across the room on the end of this; the partiers grab the end of her tail and pull to arrest her motion, calling up beseechingly.)

Fluttershy: Ooh…you’re all awfully anxious. (turning/hunching to them) Oh…I don’t want you to feel abandoned, or that I wasn’t the most kind host I could possibly be. (One Breezie speaks up.) Oh, yes. That does make sense. (addressing herself o.s.) Sea Breeze, do you think you could wait just a couple more hou—

(Cut to a vacant patch of rug as she finishes—Sea is nowhere in sight—and pan to the other Breezies staring in surprise toward the spot. Fluttershy stands up to her full height.)

Fluttershy: Sea Breeze?…Sea Breeze?

(Her first thought is to check the bottom of one hoof just in case she has stepped on him; nothing there. Her second is to address the floor.)

Fluttershy: Has anypony seen Sea Breeze?

(A general shrug is all she gets. Cut to a head-on close-up of her panicked, grimacing face; the blue-green eyes pop wide as the camera shifts slightly to frame both her and the front door. The latter is out of focus, but the peephole has been pulled open as if it were a ship’s porthole. She throws it a sidewise glance, and the camera zooms in quickly to an extreme close-up of it to mark Sea’s exit route.)

(Fluttershy gallops over and stands up on her hind legs so she can put an eye to the opening. Outside, the lone traveler is riding a breeze toward Sweet Apple Acres; inside, she gasps in fright.)

Fluttershy: Where’s he going? (She turns around and puts her back against the door with another gasp.) There’s no way he can handle being out there on his own!

(She grimaces as the camera zooms in slightly, and the view snaps to black.)

Act Three

(Opening shot: fade in to the wooded stretch surrounding the cottage. Sea’s flight has turned into a corkscrewing trajectory that has only a semblance of control to it, and his yelps of fear underscore just how far in he is over his head. Rose and Doctor Whooves trot cheerfully past, the latter sporting a pair of red/blue 3-D glasses in addition to a white shirt collar and blue necktie, and pay him not a particle of attention. Sea gets himself more or less upright with a few more grumbles, but a series of falling acorns very nearly takes him out and sends him veering wildly away. Cut to his spinning perspective, on a direct course toward a busy beehive, then back to him. He squeezes his eyes shut and throws both forelegs up to shield his face before slamming into the side; the impact leaves him stuck in the wall with only his rear half hanging out.)

(Snap to black, then immediately fade in to a close-up of the scuffed blue face protruding from the honeycombs inside. The light is cast from the tips of his antennae; he is knocked out, but soon comes around and lifts his head. A zoom out shows that he is only illuminating a small portion of the chamber—and that many, many of the wall cells are occupied by rather puzzled bees. Sea starts in surprise as quite a few more buzz into view to give him a dirty look; outside, he struggles to pull loose, his grunts and cries muffled by the hive wall, and drops to a lower branch after a few moments. His antennae lights are out now, and his face is clean. As he totters dizzily backward toward the end, the denizens come pouring out through the fresh hole and straight toward him.)

(The solo Breezie tiptoes back, only to get a nasty surprise when he finds himself at the end of the branch. He drops down onto his belly, wrapping all four limbs around the wood, and the camera zooms out to frame all the buzzing defenders bearing down on him. Out come the stingers, looking as big as swords to the little guy, but a voice cuts in before they can start diving.)

Fluttershy: (from o.s.) Excuse me, bees?

(They look toward the sound, as does Sea, and a longer shot frames her hovering just past him.)

Fluttershy: Can you please back off my Breezie friend? He didn’t mean any harm. It was just an accident.

(Back to the bees; the oil-black eyes train themselves on Sea and the brows come down in fresh anger, but again her words stop them short.)

Fluttershy: (from o.s.) I’m working on a bee-type dance and was hoping you could help me?

(Cut to frame her again. She has donned a round black cap that covers only the top of her head and has two protruding antennae, and a yellow/black striped piece with a stinger is on her haunch and rump.)

Fluttershy: (wiggling rump) Does this bring to mind any images for you? Perhaps a bee?

(For the second time, a close-up of the swarm tells that she is having not the first bit of luck. The stingers are brought into position—and once again her voice halts their strike. Now, though, she is plenty riled up.)

Fluttershy: (from o.s.) Excuse me! (Longer shot, framing her; she is out of the bee getup.) I have done nothing but be kind, but I guess that is not working!

(She leans toward them on the word “not” and gets them to recoil slightly. Cut to them; she leans into view on the start of the next line, slowly backing them up.)

Fluttershy: You bees know better than to hurt a helpless Breezie! I demand that you go away now, or you’ll have to answer to me!

(The stare-down drags out for a long second or two—and then the bees turn around and fly back into the hive through the hole Sea punched. They even close it up with the piece he knocked loose. He stands up, saying a few relieved words in his own language, then switches over as he turns to face Fluttershy.)

Sea: Thank you! (Close-up.) Thank you so much! Thank you for coming after me.

Fluttershy: (from o.s.) Of course. (Cut to frame both.) You could have gotten seriously hurt out there. Ponyville is much too dangerous for you. One tiny acorn is a threat.

Sea: Yah, I know! (grumpily) That is one reason why I have been trying to get us to go from the beginning!

(Now the well-intentioned pegasus starts to get it.)

Fluttershy: Oh, my goodness. I was just trying not to hurt any creature’s feelings. My displays of kindness may have cost you everything. (She snaps her head up with a gasp.) Time is running out, and you may never make it home! (Close-up of him.)

Sea: That is exactly what I have been telling all of them, but they do not listen to me! No Breezie ever listens to me!

(He turns despondently away from her.)

Fluttershy: (from o.s.) Sea Breeze? (Pan to her as she continues.) I understand your feelings are hurt, but it’s hard for them to hear you when you’re shouting and being mean. (smiling) The message doesn’t get across.

Sea: (turning to her, gesturing at hive) But what about those bees? You were not nice to them, and that was the only way they listened.

Fluttershy: Yes, but they had to go, and they wouldn’t listen to me any other way.

(Something clicks inside the pink-maned cranium and a now-familiar shimmer of rainbow light plays across one of Sea’s wings, answered by a brief matching flare from Fluttershy’s irises. Her mouth falls open in stunned realization, then snaps shut into a firm line.)

Fluttershy: We need to go—now!

(The Breezie jumps onto her proffered hoof; a moment later she is flying straight and true over the meadows, with him hanging onto her mane. The turbulent swirling air stirred up by her passage has him holding on for dear life and peels his lips back from his teeth. Taking notice of Sea’s distress, Fluttershy screeches to a midair halt and resumes her flight at a more sedate pace.)

(Dissolve to the exterior of the cottage and zoom in slowly.)

Fluttershy: (from inside, assertively) My dear Breezies…

(Cut to her inside, addressing the group; Sea hovers by her shoulder. The peephole in the front door has been closed.)

Fluttershy: …I had to rescue Sea Breeze from serious harm. And now I know more than ever that you must leave before it’s too late.

(Cut to a slow pan across the chastened ranks on the end of this, then back to her.)

Fluttershy: You would never survive in Ponyville.

(The boss regards his kind sternly; cut to floor level as they hurry over, grabbing Fluttershy’s hooves and begging mightily, then tilt up to her and Sea.)

Fluttershy: I can’t help you anymore. In fact, I wasn’t helping you at all by being nice. (Sigh.) But the truth of the matter is that I must be firm.

(They back off, one sliding down her hoof, and she crosses to the door and grabs its handle.)

Fluttershy: You must go… (opening it, pointing out) …now!

(When one last plaintive stare fails to change her mind, the whole bunch of tiny houseguests/freeloaders lifts off and slowly exits the cottage. Sea, bringing up the rear, stops briefly to give her one final look and then follows them out. Tears fill the blue-green eyes and spill down the yellow cheeks as she closes the door, sniffling and sobbing quietly, and sits on her haunches.)

(Dissolve to Rainbow and her two assistants, hovering in midair above the meadows and flapping to stir up a breeze. A few leaves on a nearby branch rattle back and forth on their stems.)

Rainbow: It’s too strong! (She glances toward Flitter.)

Flitter: I can’t do it any lighter! (Close-up of the stallion’s wing; pan to his face.)

Stallion: Neither can I!

Rainbow: Fly back! (They do so.) I’m gonna try and see if I can slow it down.

(By adjusting the position of her body and her flapping rate, she is able to get the leaves to stop altogether. However, this result does not satisfy her either.)

Rainbow: Now it’s too light! Oh, this will never get them home!

(Pan back to her partners, who exchange befuddled glances, then tilt down to the other five mares on the ground. They are all looking apprehensively upward, and the Breezies have gathered around Fluttershy’s hooves, having slung up their loads of pollen.)

Fluttershy: Oh, my. Maybe it’s because there are too few of them. When they started their journey, there was [sic] more of them to face the breeze together.

Twilight: (crossing to her, hunching down toward them) I’ve been studying an old spell book from the Castle of the Two Sisters. There’s a spell that I think could help us.

(Doubtless this is another way of referring to the Castle of the Royal Pony Sisters. She stands up again and turns toward the group.)

Twilight: This is probably gonna feel a little funny at first, but you’re gonna have to trust me.

(Dipping her head, she channels magic into her horn as Fluttershy moves toward the others. Rainbow lands next to Applejack, and Pinkie bounds across to sit on her haunches.)

Pinkie: I love new ideas that make me feel funny at first!

(The energy builds into a magenta/white discharge that washes over the clearing. Cut to Fluttershy and Rainbow, who both gasp as they find themselves floating off the turf in its grip; now Twilight fires a beam from her horn and strikes the yellow flyer squarely in the chest. Identical beams hit the other four, now also floating, in a pan down the line, and a sixth lances into the knot of Breezies behind her. This last is cut off after a moment, leaving bands of magical energy swirling around them, and one more burst in the beams pouring into her friends causes the screen to flash white.)

(The radiance recedes to give a close-up of Applejack, whose hat turns into a pair of antennae. Another flash, and Rarity gains wings and antennae; delight turns to a loud gasp of shock as one foreleg shrinks down to match the Breezies’ limbs in circumference. Flash: now Pinkie giggles at her own wings and antennae, just before her body undergoes quite a bit of shrinkage. Flash: extreme close-up of Rarity’s face, now showing the same contours as those of the itty-bitty travelers, and zoom out to a slow pan through the group. Twilight’s spell has faded away. All six have become Breezies, with their manes/tails grown out to many times their original length, and their cutie marks are still intact. Twilight and Rarity still have their horns, and the wings of Twilight, Fluttershy, and Rainbow have turned into the translucent ones possessed by Breezies. Assorted exclamations of delight—in the Breezies’ mother tongue rather than their own—and the real McCoys give them a round of smiles after a moment to fully regain their senses. Fluttershy moves between the two groups, says something to her friends in Breezie that they thoroughly fail to understand, then catches herself. Her words take on the same helium-pitched tone as the swarm, as will those of the other five when they speak; in addition, her foreign statement is delivered in the Breezies’ funky accent.)

Fluttershy: Um, I mean, let’s go!

(She flies off. Dissolve to Flitter and her partner, hovering and working their wings slowly, and pan ahead of them to frame the Breezies on the move. At the head of the formation are Fluttershy’s five friends, led by the yellow caretaker herself and Sea. The camera tracks their progress; as they pass behind a tree, the view wipes behind its trailing edge to a snowy winter landscape. A second such transition puts them in a barren desert, and a third—this one involving a cactus—gives a close-up of a fatigued, flagging yellow Breezie. Zoom out to frame a second, mushroom-capped one nearby, who lunges to catch the first when it begins to tumble out of line. Fluttershy and Sea look worriedly toward them, and Sea flits back away from his position. Mushroom offers words of encouragement to Yellow, but the response indicates that they have done no good. Sea approaches, putting real contrition into his voice.)

Sea: You can do this! I am sorry for how I treated you before. It was not right that I called you names. I did not even really believe those things I said. I was worried we would never get back to our home, and I lashed out.

(He glances ahead to Fluttershy, who gives him a “you’re doing great” grin, and smiles at the faltering pair.)

Sea: I know you can do this! I believe in you! (He maneuvers in between them.) Hold on to me. (Each links a foreleg with his.) Let us join the group.

(Their six wings begin to propel them ahead. Dissolve to the augmented swarm as it approaches a natural tunnel in one wall of a cliff over which a waterfall is pouring. Once they have entered it, cut to within the passage; Sea, now flying solo and back up at the vanguard position with Fluttershy, points toward the exit. Its edge shimmers slightly in the shaft of light shining in from beyond, and it is very slowly contracting. Cut to just outside this end as the two emerge. Right behind them are the other five pony-Breezies, who stop short and gasp in delight; cut to their perspective of a mass of flowering shrubs and tilt up. Behind the greenery is a miniature settlement, the perfect scale for the Breezies flitting about to live in comfortably. Back to the five.)

Rainbow: Holy mini-sized paradise!

(Cut to the upper reaches of one stretch of buildings and tilt down slowly as a few flutter here and there.)

Rarity: (from o.s.) This is simply beautiful! (Cut to her.) So much inspiration. Where is my sketch pad when I need it?

Pinkie: So—stinking—cute!

(There follows a round of joyful reunions, and Sea eagerly darts forward to one who holds a sleeping baby as her eyes glimmer with tears. The child wakes up from its nap, and Sea gently takes it to cradle in his forelegs; his mate soon joins the embrace. Pan/tilt down to the six out-of-towners, watching from the ground; Fluttershy is tearing up a bit as well.)

Applejack: You okay, Fluttershy?

Fluttershy: I’m just… (wiping her eyes, letting tears run) …so very happy they got to be reunited with their family.

(Her voice catches a bit on this last word, and the camera cuts to a pan through the celebrating Breezies before shifting to Rarity. She eyes the shimmering gateway intently for a moment before turning to Twilight, Pinkie, and Rainbow.)

Rarity: We’d better get going before the entrance—well, exit for us—closes.

(Applejack leaves Fluttershy’s side to join the others; the yellow flyer rises to face Sea and the others.)

Fluttershy: Goodbye, Breezies. I must go now.

(Turning away, she halts upon catching sight of a flower being held out to her by the little guy. It has a yellow center and blue-green petals.)

Sea: To remember us by. (He tucks it into her mane.)

Fluttershy: (sighing, tearing up) Thank you. I’ll miss you. I’ll miss all of you.

(The two share an embrace, and she then takes her leave with her friends as the others wave. The next two lines, comprising an entry in the shared journal, are delivered in her normal voice.)

Fluttershy: (voice over, dictating) “My experiences with the Breezies have helped me to see that kindness can take many forms.” (All but Fluttershy enter the portal, now shrinking faster than before; she hangs back.) “And sometimes being too kind can actually keep a friend from doing what they need to do.”

(Her over-shoulder glance is met by a confident wink from Sea.)

Fluttershy: (voice over) “Pushing them away may seem cruel— ” (She grins and enters the portal just before it contracts to nothing.) “—but it’s sometimes the kindest thing you can do.”

(Cut to the tunnel end that the group first entered; all but Fluttershy fly out and o.s. into the clear air of sunset. Stay on the yellow caretaker as she emerges, then zoom out.)

Rainbow: (from o.s.) Whoa! (now in view) That was a close one! (Pan to Applejack and Rarity.)

Applejack, Rarity: Mmm-hmm!/Yes! (Pinkie descends to them.)

Twilight: (from o.s.) Okay. (Cut to her, floating near a passing ladybug.) Gather ’round.

(A lowered horn, a magenta/white flash of magic, and the screen clears to leave the insect in the same place—now walking past a set of full-sized violet hooves. A zoom out frames all but Fluttershy now back to their pony selves; Twilight watches the ladybug fly past before Rainbow eases up to her. All remaining lines are spoken in normal tones.)

Rainbow: So, uh…I’ve always kinda wondered what it would be like to be a griffon. (Funny look from Twilight, then a cocked-eyebrow smile.)

Twilight: Not a chance.

(She walks off as the daredevil’s spirits deflate. A longer shot frames Fluttershy with the group, also restored and still wearing Sea’s flower—now full-sized—in her mane. Rainbow barely misses a beat before smiling hopefully again and addressing herself after Twilight.)

Rainbow: You sure? (galloping off) Uh, what about a dragon? (Applejack/Pinkie/Rarity follow at a leisurely pace.) No? It doesn’t have to shoot fire!

(Fluttershy, now standing by herself, looks up at the blue-green bloom nestled among the long pink strands, and the camera zooms in on it. The familiar rainbow shimmer works its way from one side to the other, as it did for the items given to Rarity, Rainbow, and Pinkie in previous episodes. “Iris out” to black, centered on the flower.)

SOMEPONY TO WATCH OVER ME

Written by Scott Sonneborn

Produced by Sarah Wall, Devon Cody

Story editing by Meghan McCarthy

Supervising direction by Jayson Thiessen

Co-directed by Jim Miller

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of the main barn of Sweet Apple Acres at sunrise. Zoom in slowly to the sound of indistinct, muffled voices, then cut to an extreme close-up of the knob on a closed door inside. The voices are coming from its other side, and an anxious Apple Bloom stands up into view to put an ear to the wood. This does nothing at all to decipher the conversation; in a longer shot, she begins to pace the floor while Scootaloo and Sweetie Belle sit on their haunches nearby. Bloom’s nerves string themselves tighter and tighter with every step that clops against the planks. Cut to her perspective of the door, zooming in slowly, then to her with lower lip caught in teeth and repeat the zoom as her eyes begin to quiver under the stress. She has stopped pacing and sat on her haunches, facing the door, and the voices can no longer be heard at this point.)

Scootaloo: Whatever they decide, Apple Bloom, we’ll be here for you.

Sweetie: Totally. Even though it could change everything for you— (Cut to Bloom; she continues o.s.) —forever, and ever!

(Any semblance of calm in the yellow filly’s demeanor goes right down the drain when she hears these last three words. The doorknob begins to rattle a bit, and the door swings inward a fraction. Scootaloo and Sweetie move toward their friend as the hinges creak ominously. The first shadow to emerge from the gloom beyond has an outline around its head that resembles the brim of Applejack’s hat, and all three Cutie Mark Crusaders snap to stolid-faced, haunch-sitting positions as she steps out. Right behind her are Granny Smith and Big Macintosh; the three grown ponies, their eyes solemnly closed, line up facing the three young ones. Sweat begins to dribble down Bloom’s face, but she maintains her composure.)

(The eyes open, and Granny aims a searching glance toward each of her two oldest grandchildren before addressing the Crusaders.)

Granny: (slowly, weighing every word) So, we here have decided…

 (The Crusaders sit up a little straighter, toughening themselves for whatever pronouncement might come next. However, the deadly serious mood breaks when the faces under the blond, orange, and white manes break out in broad smiles.)

Granny: …that you’re old enough to stay home alone and take care of the chores yourself for the afternoon!

(Cut to the Crusaders on the end of this; initial dumbstruck reactions give way to happy gasps, but Bloom quickly recovers herself and puts her forelegs out to hold the others back. All three drop to all fours, their previous stoicism re-establishing itself.)

Bloom: I accept your decision.

(Exeunt the trio, down the hall and around a corner. Bloom, Macintosh, and Granny turn away as they disappear from sight, leaving only their shadows visible against the far wall. The quiet is suddenly shattered by a cacophony of giddy squeals and exclamations from the youngsters, surprising the older ones for only a moment before they smile to themselves again. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the sun peeking over a cloud in a blue daytime sky. Pan/tilt down to the barnyard, where two wagons stand side by side. Each has a brown/white-striped awning that covers all sides and ends. The side awning panels are each decorated with a picture of a pie, and each roof sports a large model of this dessert bobbing on the end of a spring. One wagon’s awning is completely closed up, but the other has its side panel open to expose shelves beneath; a few pies are already laid out on these, and Applejack walks over with three more balanced on her nose. Macintosh is hauling in five more on his back, while she has a pair of heavy-duty saddlebags on hers. She noses her pies into place on the shelves with a grin; now Bloom zips out of the barn with three more perched on her head.)

Bloom: (breathlessly) Stayin’ home alone, by myself! (galloping across yard) On my own!

(Not paying attention to the path, she runs smack into Applejack’s rump and falls backward onto her own. The desserts are launched skyward; a horrified Applejack angles her head to follow their trajectory, then dives across the grass with forelegs desperately outstretched. One, two, three pies stack themselves neatly on her hooves, and the green eyes shoot a hard glare back at the yellow filly—whose mood does not shift a bit.)

Bloom: I can’t believe I’m really doin’ it! (Applejack gets the pies stowed away.)

Applejack: Now hey there, filly. I know you’re excited— (She lowers the awning.) —but bein’ the only pony here to take care of the day’s chores is a big responsibility. (Walk to the front end.)

Bloom: (saluting) I know it!

(She steps after Applejack, who has buckled herself into the harness of this wagon; Macintosh is in the other.)

Bloom: And it means everything to me that y’all think I’m grown-up enough to handle it. I won’t let you down. (Granny crosses to them, wearing her own saddlebags.)

Granny: Well, if’n I’m gonna make my train, I best to be off. When Great-Aunt Pineapple says a pony’s gots to arrive by a certain time, you’d better be there! (She turns to Bloom, patting her head.) You be sure and take care now, Apple Bloom. (walking to Bloom, Macintosh) Y’all take care as well. I don’t know which of your delivery routes is tougher.

(Close-up of the blond mare, who gets a map handed to her and takes it in her teeth; on the next line; cut to Macintosh, who takes a second one in his hoof and eyes it with trepidation.)

Granny: (from o.s.) You’re each headed to a mighty hard-to-reach town. (Cut to frame all three; Applejack puts her map away in her bags.)

Macintosh: Ee-yup. (Zipper closed.)

Applejack: We know, Granny. That’s the only reason I agreed to let Apple Bloom stay behind alone.

(Cut to the little sister on the end of this line.)

Bloom: (puzzled) It is? (Macintosh has now stowed his map as well.)

Applejack: (smiling, lifting Bloom’s chin) Oh, I didn’t mean it like that, sugar cube. It’s just…I take your job as my big sister real serious— (inclining head toward bags) —which is why I spent all night makin’ this.

(Back to Bloom as she finishes; “this” is a very, very long scroll whose end unrolls as it drops into view. The whole thing is then tossed down, landing on her head and covering her face.)

Bloom: What is it?

Applejack: (as Bloom pulls it partly away) Just a little list of helpful reminders.

Bloom: (reading) “There’s some soup for you in the ’frigerator.” (Cut to Granny, slightly taken aback; she continues o.s.) “Be sure not to heat it up too much.” (Pan to Macintosh, also puzzled.) “If it’s hot, blow on it to cool it off.” (Cut to Bloom.) “And take little sips. If you gulp, you could get hiccups.”

(She shifts the lengths of parchment off her head.)

Bloom: You don’t have to worry about me. I can take care of myself and the chores. I’m ready for this.

Applejack: Huh…I guess you are. I’m just not so sure I am. (Little sister zips over to her.)

Bloom: But you trust me and believe I’m grown-up enough to handle this, right?

(A big ingratiating grin comes as the capper to this line; Macintosh and Granny return it and nod heartily, but Applejack lets go with a heavy sigh when the camera pans to a close-up of her.)

Applejack: Right. (The others start out.) Okay, then. Good luck, little sis. (She is suddenly shoved forward.)

Bloom: (from o.s., hastily) Okay, great, see you soon, bye!

(On the end of this, cut to her pushing the rear end of Applejack’s wagon to get it rolling. The latter catches up to Macintosh, throwing a slightly uneasy smile back over her shoulder, and a cabbie stallion helps Granny climb into his taxi carriage. Once she is properly seated, he hitches himself up and starts galloping; there is a round of goodbyes among all four Apples, from both on and off camera. Bloom waves after her departing siblings and watches intently until both have dropped out of sight over the farthest rise, then turns jubilantly away from the road.)

Bloom: (jumping around) Woo-hoo! I’m alone! At home! I’m home alone! (She flops onto her back; overhead shot, zooming in slowly.) This is gonna be so awesome!

(Dissolve to Applejack and Macintosh pulling their wagons through a stretch of forest. Applejack, in the lead, keeps throwing unnerved glances around herself in contrast to her brother’s calm, steady progress. All too soon, sweat starts trickling down the orange-tan face and she gets to chewing her lower lip and biting a hoof for a moment. In close-up, she stops short with a grunt only to get bumped forward by the o.s. Macintosh; a sheepish chuckle, and the camera pans back to him. Rubbing his head from the impact and shooting her a dirty look, he begins to pull around.)

Applejack: (from o.s.) Sorry, Big Mac. (Head-on view of both; he comes up alongside.) I was just frettin’ a bit about Apple Bloom. You think she’s gonna be okay on her own?

Macintosh: Ee-yup. (He starts ahead.)

Applejack: (sighing, following) I just keep on thinkin’ of things I forgot to put on her list. Like, I didn’t write down that if she wants to get a spoon out of the drawer, she needs to open the drawer first.

(Close-up of the red stallion, whose expression is equal parts concern and irritation; zoom out to frame Applejack.)

Applejack: (sighing) I know I’m prob’ly just being silly…

Macintosh: Ee-yup.

Applejack: …but I know I’d feel a heap better if I could just check on Apple Bloom one last time.

(Furtively, she begins to drop back—but not without attracting a popeyed look of surprise from Macintosh. All eight wheels stop once she has completely backed out of view; cut to frame him looking back up the road at her. She has turned her wagon completely around.)

Applejack: You go on ahead and make your delivery. (heading out) I’m just gonna take a quick peek and then I’ll make mine.

(She completely misses his eye roll that might best be translated as, “Who’s more neurotic—Twilight Sparkle or my sister?” Shaking his head resignedly and walking toward the camera, he resumes his journey. Fade to black as his form fills the screen.)

(Fade in to a long shot of the barn.)

Bloom: (from inside) Okay. Number one-seventy-two.

(Cut to a stretch of Applejack’s very long list unrolled on a table inside, one end spilling over the edge, and pan to Bloom on the start of the next line. Each item has a check box next to it, and all but the last two are marked off.)

Bloom: (reading) “Make sure to pump the bellows to keep the stove warm.”

(She darts over to the kitchen stove and jumps a few times on the bellows attached to it at floor level, causing spurts of flame to issue from the burners. Extreme close-up of one of the empty boxes; a pencil checks it off.)

Bloom: (from o.s.) Check!

(Back to her, now standing at a closed door and reaching for its knob.)

Bloom: (voice over) “Make sure the hats-and-bows closet is fully stocked.”

(During this line, she opens the door; behind it is a mass of these two items, most of which are duplicates of the ones used by Applejack and Bloom, but a few are slightly darker shades. They totter a bit, threatening to spill out into the hall, but she quickly slams the door and puts her back against it for good measure. Extreme close-up of the last empty box, being marked.)

Bloom: (from o.s.) Check! (Cut to her at the table; she spits the pencil from her mouth.) That’s everything on Applejack’s list.

(Longer shot of the table, which is in the kitchen. Among the items ranged about the tabletop and floor are jars of jelly, a stack of folded linens, another of bowls, a cooking pot and a bowl of noodles with sauce.)

Bloom: And now that my chores are done— (She lets go of her end; the sheet rolls up and away from her, ending up on the floor.)—since there’s no one else here, I get to make all the decisions!

(Cut to her, dancing by a wind-up phonograph in the living room.)

Bloom: (voice over) If I want to listen to music… (to camera) …I can!

(She sits sideways in a rocking chair, reading a book; others are piled nearby on the floor.)

Bloom: (voice over) If I want to read a book… (to camera) …I can!

(The kitchen again; she jumps onto the table.)

Bloom: If I want to just stand here in the kitchen talkin’ to myself… (standing on one hind leg) …I can!

(The front door is visible through a doorway behind her, and Applejack throws it open. She has unhitched herself from her pie wagon and shucked her saddlebags.)

Applejack: Apple Bloom! (A yelp from the latter.)

Bloom: (losing balance) Whoooaaa!

(Down she goes, upsetting the table and sending assorted jellies flying amid a great clatter of kitchenware. Where she ends up is on the floor, sprawled out spreadeagle amid a brand-new mess with the upended noodle bowl on her head.)

Bloom: (groaning) Applejack? (Big sister rushes into the kitchen.)

Applejack: I came back to check on you, and I’m so glad I did.

(She takes in the extent of the damage and spillage—which, in a series of cuts from place to place, is seen to involve most of the kitchen. As she continues, Bloom stands up and begins to shake the mess off herself.)

Applejack: I never thought about how dangerous things are around here.

Bloom: Thanks, but I’m really gonna be okay. (Applejack yanks her into a tight hug.)

Applejack: You are now— (looking her straight on) —because I’m here, and I’m stayin’! (Another hug.) No way am I leavin’ my little baby sister home alone all by herself.

(And no way is she noticing the resentful expression making its way onto the little baby sister’s face—at least not until Bloom disentangles herself.)

Bloom: I’m not a baby! I can take care of myself! And what about those pies you’re supposed to deliver? (She walks off across the kitchen.)

Applejack: Pies? Huh. Family’s way more important than pies. (She trots across, broom in teeth.)

Bloom: But I’m fine! And actually… (Applejack starts sweeping.) …this was kind of your fault.

(The blond apple farmer stops and takes her chompers off the handle.)

Applejack: I know. (She grabs Bloom’s cheeks.) I should never have left you alone.

(Not at all the response Bloom had hoped to hear, based on her wide-eyed stare in response as Applejack backs off.)

Bloom: But I don’t need you lookin’ after me. I’m perfectly capable of stayin’ home alone—really!

(A glance around herself, and she dashes away and comes back with one end of the unrolled list, the last bits of food residue falling away from her.)

Bloom: Just look! (reading) “There’s some soup for you in the ’frigerator.” (She glares at the appliance; cut to Applejack, looking out a side door.)

Applejack: What was that? (Pan to Bloom at the fridge.)

Bloom: Watch me!

(Open the door. Jump up to grab the top shelf and the full noodle bowl and cooking pot placed there. Set the entire unit shaking from her impact and tip over an open jar of grape jelly resting on top. As the viscous purple contents stream down, Bloom has only time for one panicked glance upward before taking a glob to the face.)

Bloom: Whoa!

(Scrabbling for any bit of firm purchase, she instead gets hold of the pot and drags it down with her, dumping the soup it holds as she falls o.s. The bowl goes over the edge as well, showering its contents. Applejack turns her attention away from the door.)

Applejack: Oh, no!

(She hurries across the kitchen; cut to a very grumpy Bloom, sitting on her haunches amid a puddle of leftovers and drenched in the stuff. Zoom out as Applejack reaches her.)

Applejack: This is worse than I thought! (Bloom starts to shake herself off.) Well, don’t worry, Apple Bloom. I’m here now and I’m not leavin’ you home alone ever again.

(As the yellow filly starts to lick gunk off a hoof, Applejack loops a foreleg around her for a surprise hug.)

Applejack: I’m stickin’ right by your side— (pulling her upright) —always!

(Zoom in slowly on Bloom’s flabbergasted countenance and snap to black.)

Act Two

(Opening shot: fade in to the barnyard. Applejack stands here, looking about the place, then sets out across it.)

Applejack: (calling out) Apple Bloom?…Apple Bloom?

(The object of her search is currently hiding around a corner of the barn and cleaned up after her kitchen mishaps.)

Bloom: (to herself, as Applejack walks o.s.) Applejack’s just overreactin’ a bit. (walking away) I’m sure she’ll snap out of it.

(She gets the daylights scared out of her upon very nearly running into Applejack ,who has come around to the kitchen door.)

Bloom: Whoa!

Applejack: You need somethin’? I’m right here.

Bloom: (irritably, touching Applejack’s shoulder) I know you mean well, but I don’t need you watchin’ over me. I can take care of things myself!

(She gallops off as the overly protective big sister chuckles good-naturedly to herself, then stops near a pile of fallen leaves among the apple trees.)

Bloom: Look!

(Close-up of the handle of a farm tool—likely a rake, given the situation—propped against a tree. She snatches this up in her teeth and strides along, plying it against the ground and sending up a few scatters of leaves, but after a few steps she stops and her eyes pop in sudden surprise.)

Bloom: Huh?

(She tilts the handle upward, the camera following the motion to frame the rake’s business end—which has had a pillow tied on to cover the ends of its tines. Bloom lets it fall from her mouth.)

Bloom: (angrily) Hey! (Applejack walks over, grinning.) Who put pillows on this rake?

Applejack: (chuckling innocently) Oh, I don’t know. (pinching Bloom’s cheek) Maybe someone who really loves her little sister and doesn’t want her to get an owie?

(She goes the extra step by plunking a crash helmet onto the red-maned head; its owner just snarls quietly to herself. A rain of leaves tumbles down over the screen and clears to show her running a critical hoof over the bark of one tree; behind her, Applejack stands at another one, pulling with her teeth on a rope that runs up and o.s. into its branches. Bloom has shed the helmet.)

Bloom: Hey, Applejack! Watch me buck these apples on my own without anything bad happenin’ to me.

(She delivers a couple of solid strikes with her rear hooves and stands there smugly, but nothing more substantial than a few leaves comes down around her. Cockiness turns into total confusion after a moment.)

Bloom: Huh?

(A glance upward, and the camera cuts to the branches overhead—in which a net has been strung up to catch the dislodged fruit. A longer shot of the area reveals that every tree has been similarly equipped, thus explaining the rope Applejack was tightening. The big sister peeks out from behind a tree, either missing or ignoring the venomous glare coming from the red-gold eyes, and claps the helmet firmly back in place. Bloom’s snarl picks up a few decibels.)

(An apple tree floats across the screen, the view wiping behind it to show her trundling a wheelbarrow full of apples with the handle in her mouth. She has again ditched the helmet. One apple falls by the wayside in a brief jounce, but she keeps pushing on; in close-up, the thing lists a bit as the sound of mechanical work drifts back to her.)

Bloom: Huh? Hmm.

(It settles back onto a steady course, the camera zooming out to frame Applejack walking alongside with a screwdriver in her teeth and then cutting to a close-up of the front wheel. She has added a pair of training wheels, and she wastes no time in ramming the helmet back onto Bloom’s head. No snarl this time, only a very disgruntled glare.)

(Dissolve to a close-up of the front door, seen from inside with its top half open. The top of Bloom’s covered head comes into view from outside, and she lets herself into the barn only to stop with an incredulous look off to one side. A series of cuts and pans around the living room picks out a new series of extreme safety measures: bookshelves boarded over to keep their contents from falling, furniture covered in plastic, all breakable items and protruding corners well padded. She lets out a hearty growl of frustration.)

Bloom: For the love of… (sighing, walking in) …you’ve gone and baby-proofed everything! (Applejack peeks in behind her, no longer holding the screwdriver.)

Applejack: (chuckling) Yep. (walking in) Your big sister let you down once, but I promise it won’t ever happen again.

Bloom: But really, I’m fine! (crossing floor) I can take care of myself! I don’t need you watchin’ over me! (Applejack whips over and scoops her up as if trying to burp a baby.)

Applejack: Aw, that’s sweet. I appreciate you tryin’ to make me feel better, but don’t worry. I’ll always be here for you… (She slams a second helmet onto Bloom’s head.) …always!

(Yes, this helmet went right on top of the one already covering the bright red mane. Its presence is enough to send Bloom into a rising growl and grit her teeth to keep in what might have been a stream of wonderfully colorful language. Dissolve to a close-up of her, with no headwear except her bow and looking quite down in the mouth. She stands behind a railing, with her forelegs draped listlessly over it, and sighs heavily. On the start of the next line, zoom out to frame all three Crusaders in her bedroom. Safety rails have been added to both sides and the footboard of her bed, on whose mattress she is standing, and pillows are laid out on the floor alongside. Scootaloo and Sweetie are down among them.)

Bloom: And that’s the reason I asked y’all to come over quick. (The door is heard opening.)

Applejack: (from o.s.) Hey, Apple Bloom! (Cut to her, peeking in.) You need anythin’? A snack? A hoof massage? Maybe a snack while havin’ a hoof massage? (Bloom climbs down.)

Sweetie: Why, that sounds delightful!

Bloom: (through gritted teeth, covering Sweetie’s mouth) No, thank you!

Applejack: (as Bloom tries to close the door) Okay, well, you can count on me being close by if’n you need anythin’.  

(Once the filly has finally shut Applejack out of the room, she sighs and crosses to the other two Crusaders.)

Bloom: You see what I mean? (sitting on haunches) If this keeps up, I’m never gonna be able to do anything without Applejack hoverin’ over me.

Scootaloo, Sweetie: (nodding) Mmm-hmm. (Bloom paces past them.)

Scootaloo: So what can we do? (hoof to chin) Hmmm…

Sweetie: Uh…

(Cut to just outside the bedroom window; Bloom walks toward it as the others continue their thinking.)

Scootaloo: Um…

(As the young earth pony stares morosely out through the glass, the camera cuts to an overhead shot of Applejack’s parked pie wagon and zooms in slowly. When it cuts back to the window, her eyes widen with the inspiration that has just struck.)

Bloom: Hang on a sec… (smiling) …I got it! (Cut to her inside.)

Sweetie: (from o.s.) What? (She and Scootaloo gallop over.)

Bloom: The pies! I’ll sneak out and deliver them. (crossing to them) Granny said that they were goin’ to some incredibly hard-to-reach town. (walking to dresser) If I can do it alone, that’ll show Applejack I don’t need somepony watchin’ over me.

Scootaloo: Just one problem. Your sister’s gonna come back and check on you any minute! (She thinks hard.)

Sweetie: Which means you need an escape plan.

Scootaloo: Oh! (wings buzzing) And I got an idea for one!

(A lightning-fast gallop brings her to a wardrobe, which she opens to reveal an abundance of spare bows piled up in its bottom. She gestures at these with a shining-eyed grin; a moment later she has put one on her own head, clapped one atop Sweetie’s curls, and dived up over the bed rails and under the blankets. Bloom and Sweetie climb up to check the results, but all they can see of their friend is the back of her head due to the bedclothes and the position of her body. Her very loud and very inauthentic snores ring out for a moment before she sits up.)

Scootaloo: See? (adjusting bow) It’ll look just like you’re sleeping in bed. Sweetie and I can take turns. (closing eyes, half-opening one to peek at them) That way, when one of us gets tired, the other can take over. (She sits up.) Brilliant, huh?

Sweetie: (nodding, grinning) Mmm-hmm!

Bloom: (smiling slyly) You know what? (Huge smile.) It is! (She jumps down to the floor.) I got a feelin’ this just might work.

Serene banjo/string/drum melody, moderate 4 (E major)

(Zoom in to a close-up as the background goes pink behind her, then zoom out. All three Crusaders stand here in separate spotlights.)

Bloom:        We’re gonna make my sister see

(She hops downward off the crusts of floating pies.)

                I don’t need her watchin’ over me

(The last one she lands on carries her close to the camera until her face fills the screen.)

Song ends abruptly (Scootaloo’s hoof is shoved into her mouth at the same time)

Scootaloo: (from o.s.) Stop!

(She leans into view as the sound of hooves on wood starts to approach from outside.)

Scootaloo: No time for a song! Applejack’s coming!

Sweetie: If you’re gonna go, we’ve gotta get you out of here now! (Cut to a point between the three; they pile up one front hoof each.)

Bloom: (from o.s.) Cutie Mark Crusaders, let’s do it!

(Zoom out to frame all three on the end of this as they pull apart and lift the hooves toward the ceiling. Cut to outside the window; Bloom shoves up the sash and hoists herself out, only to end up hanging by her forelegs from the sill.)

Bloom: Whoa!

(She drops out of sight an instant before the others rush up to try and grab her. There is a rustling sound from below o.s., accompanied by their uncomprehending stares, and the camera cuts to an equally flummoxed Bloom lying on her back. Her drop has been interrupted not by the ground, but by a row of hay bales that apparently have no business being in this particular spot in the space-time continuum. As she sits up to her haunches, a zoom out frames both the window and the fact that these bales are at the top of a pile that reaches to only a couple of feet below the sill. Bloom looks down toward the ground; tilt down to show that the pile is built as a wide staircase that stops right next to the wagon. She snaps a salute up to her friends, having realized that this bit of her sister’s overzealous baby-proofing has actually come in handy, and dives away as they wave to her. The sound of the wheels starting to turn drifts up to them, and she is quick to get into the harness and start hauling up the road.)

(The pegasus and unicorn fillies keep waving until Applejack’s voice snaps them back to reality.)

Applejack: (from hall, though door) Everythin’ all right in there, sugar cube? (They hurry back to the bed.)

Scootaloo: (whispering) Quick! Get in while I hide!

(Sweetie starts to clamber up over the rails as she darts to the now-closed wardrobe, opens its doors, and packs herself inside. The ersatz sleeper settles daintily in under the blankets, and Scootaloo pulls the wardrobe doors most of the way closed before a frantic thought hits her. The next three lines are also delivered in whispers.)

Scootaloo: Sweetie, no! (Cut to Sweetie; she continues o.s.) You gotta sleep like Apple Bloom!

Sweetie: How does she sleep? (Both again.)

Scootaloo: Like she does everything— (Hooves approach from outside.) —with sass!

(She pulls the wardrobe shut and Sweetie dives under the covers with a split second to spare before Applejack opens the door to check in. A look around reveals nothing out of the ordinary. She keeps her voice down throughout the following sequence.)

Applejack: Huh. (entering) I guess you musta been so tuckered out, you sent your friends home and went to bed.

(Close-up of Sweetie on the end of this; her face is turned away from the door, bus she is in a silent, popeyed panic. On the start of the next line, zoom out slightly to show Applejack now leaning over the rail toward her “sister.”)

Applejack: Then again, you are a delicate flower. (sighing, walking away) Sleep tight, Apple Bloom. (She stops at the door.) I’ll check on you again in a bit.

(Out she goes, pulling the door shut; just as quickly, Scootaloo opens the wardrobe to make sure the coast is clear. The lights go out, presumably from a switch in the hall, and both fillies let go with a relieved sigh. As soon as the door opens again without warning, they are back in their positions so Applejack does not spot the deception.)

Applejack: Just checkin’ in on you again.

(Still quiet, so she exits and shuts the door. Close-up of it; she puts her head in once more.)

Applejack: Need anythin’ now?

(The scene resets itself, with a cut rather than her exit/close, and she looks in again.)

Applejack: How ‘bout now? (Again; she holds a blanket.) Need another blanket? (Again; hoof to ear.) Did I hear a cough? (Again; she carries a full glass.) Want a glass of water?

(Cut to a close-up of a bedside alarm clock, which displays the time as 6:00. A dissolve shifts it to 6:15, and a cut to Sweetie shows her to be genuinely asleep and snoring—taking the charade just a little too far. Inside the wardrobe, Scootaloo lounges impatiently among the spare bows, but snaps to at the sound of the bedroom door being opened. She scrambles to get an eye to the crack of light between the wardrobe’s closed doors to the sound of Applejack’s yawn; cut to her entering the room.)

Applejack: (sleepily) Just checkin’ in on you again. (sighing, walking to bed) Look at you, dozin’ so peaceful-like.

(Close-up of the blanket-covered sleeper, her bow the only visible part of her.)

Applejack: (from o.s., stroking her head) Here I am, checkin’ up on you every five seconds, and you’re totally fine. (Cut to Scootaloo; she is heard clearly through the crack.) Maybe you don’t need me frettin’ over you all the time.

(The orange filly’s face splits into a broad grin as she pulls in a huge gasp; cut to Applejack at the rail.)

Scootaloo: (from inside wardrobe, through doors) Wow! Apple Bloom will be so glad to hear that!

Applejack: Huh? (On with the lights, yank the wardrobe open.) Scootaloo?!

Scootaloo: Uh, um…n-no.

(A freaked-out grimace from the mare; back to the bed. She reaches into view and yanks the covers off the snoozing Sweetie.)

Applejack: (from o.s.) Sweetie Belle?! (The latter wakes up, rubbing her eyes.) But…where’s Apple Bloom? (Cut to frame both.) She’s not here! (galloping past Scootaloo) She could be anywhere!

(A few articles of clothing are flung back past the wardrobe, hurled by Applejack in her ransacking of a dresser.)

Applejack: She could be lost! Cold! Hungry! Itchy! Stuffed up! Needin’ to go to the bathroom!

(Accompanied by the following actions: Briefly lifting the entire bed off the floor to look underneath, a dash o.s. that scatters a few more items around the room, and finally a cut to Scootaloo and Sweetie as they come together near the door.)

Sweetie: Don’t worry, we know exactly where she is!

Scootaloo: Yeah! She’s making your pie delivery.

(Back to Applejack, now rooting through the toybox, on the end of this line. She snaps her head out of it to look back at the pair with fresh terror in her eyes.)

Applejack: What? (wheeling to Scootaloo) No! Didn’t she hear how difficult and dangerous it was?

(She pulls in a colossal gasp, the camera zooming in on her stricken face and the background dimming behind her.)

Applejack: I may never see my little sister again!

(Snap to black.)

Act Three

(Opening shot: fade in to a close-up of a chastened Scootaloo and Sweetie, no longer wearing their borrowed bows, sitting on their haunches in the kitchen. Applejack’s pacing steps punctuate the air. The mess from Bloom’s Act One wipeout has been cleaned up.)

Applejack: (from o.s.) Okay. (Cut to frame her walking in.) Rarity’s on her way here to look after you two. Now tell me. Did Apple Bloom at least bring flameproof boots?…A lion tamer’s chair?…A snake-charmin’ flute?… A hunk of ricotta?

(She gets increasingly worked up with each successive query, and the two Crusaders’ reactions shift from puzzlement to fear until Scootaloo hunches down and Sweetie covers her eyes on the last one. Their lack of affirmative responses sends Applejack into a gasping, hoof-biting fit for a moment, but she recovers herself in time.)

Applejack: Okay. Maybe there’s still time to catch her before she gets there. (Cut to the two fillies; she continues o.s.) When did she leave? (They look to each other, then ahead.)

Sweetie: It must have been hours ago.

(A fresh wave of bug-eyed panic grips the farmer.)

Applejack: Oh, no!

(Dissolve to the upper reaches of a very dark, very misty, very unfriendly-looking patch of trees and tilt down slowly. The only light comes from a feeble red glow that has trouble penetrating all the murk. Here comes the silhouette of the commandeered pie wagon over a hill; as it rolls toward the camera, both its details and those of Bloom come into view. She is doing her best not to let fear and worry get the better of her in this inhospitable place, but the clouds of mist swirling around the filly have her very much on edge. Finally she stops and pulls out the map Granny gave to Applejack, but the poor visibility forces her to squint at the page.)

Bloom: (sighing) I can’t see a darn thing in this swamp.

(That problem gets fixed in a flash when a gout of flame briefly belches up from the ground, instantly consuming the map and causing her to cry out in fear. Several others pop around her, then stop as the terrain bubbles glutinously.)

Bloom: Well, now at least I can see.

(Another squint, this one aimed ahead; cut to her perspective of the fiery eruptions and of a dark, hunched silhouette making its way slowly toward her. A closer shot picks out the four legs on which it is moving and the long slim tail waving behind it, and it is voicing a low, menacing growl. A pair of narrowed yellow eyes opens as a broad sheet of flame roars up behind the shape—and then the head moves aside to its own right, revealing a tiger-like outline and a set of deadly long canines similar to those of the saber-toothed species. The movement exposes a second pair of eyes, which swing off to their left as part of a goat’s-head silhouette with long, curving horns. Now the tail comes into play, curling around next to the tiger’s head to show the yellow-eyed, hissing snake head attached to its end. Bloom can only recoil in horror, her hooves rooted to the crimson ground, as this beast stalks slowly toward her. The body’s front half and forelegs are those of a tiger, with a dark gray goat’s head attached to one shoulder, and the snake as its tail—a variation of the chimera from Greek mythology. Goat wears a small gold hoop in each ear, and the hind legs and quarters are those of this animal; the snake’s eyes go red as it is brought into the light, while the tiger’s go green.)

(The connection between brain and legs re-establishes itself, and Bloom slews the wagon around in a quick 180-degree turn to bail out. However, she gets only a few yards before a flame burst stops her short. Another turn, another blast; her next attempt is cut off by a cluster of them all in one spot. Easing away from the incinerating pyrotechnics, she finds herself eye to mouth with Tiger, who speaks in a raspy, mocking voice whose gender cannot be immediately discerned.)

Tiger: I’d stay where you are. This is the only safe spot around here.

Bloom: (shuddering, backing away slowly) It don’t look so safe to me.

Tiger: Oh, we just mean from the flames.

Goat: Yeah, not from us!

(This one has a bleating feminine tone. Tilt up to Snake, reared up well above the body, on the start of the next line. It also speaks in a feminine voice, but with a sibilance that comes through on every S sound.)

Snake: What was that? (sighing impatiently) Can you guys speak up?

Tiger: I was about to tell our guest how we haven’t eaten in days. (Cut to Bloom on the end of this, then back to the chimera.)

Goat: My sisters and I can never agree on what to eat. (Tilt up to Snake; a mocking hiss.)

Snake: Except…pie.

(This exchange establishes Tiger as also being female, then. Bloom throws a glance back at her wagon, then gives the three-in-one predator a big squeaky grin.)

Bloom: Well, unfortunately, I gotta get these pies to a town on the other side of the swamp, so, uh… (Cut to the chimera on the end of this; profile view.)

Tiger: Oh, you don’t have to worry about that.

Goat: Yeah! You don’t have to worry about anything anymore. (Pan back to Snake.)

Snake: Because we’re going to have our apple pie with a side of filly filet!

(She lets hypnotic colors play across her eyes, but the effect is lost on Bloom.)

Bloom: (slowly backing up) You don’t say!

(Her weak laugh evaporates before the chimera’s growling/bleating/hissing advance. Soon enough she is sweating profusely and scared enough to jump out of her horseshoes, if she were wearing any.)

Tiger: Now, sisters, on three. One! (Rear wheels hit a tree and stop.)

Goat: Two! (Bloom backs up as far as she can in her harness.)

Snake: (hissing) Three!

(The creature lunges at Bloom, who gallops off to one side to that it gets only a faceful of tree bark. Moving at a pace that would make any Kentucky Derby winner take notice, she swerves back and forth to avoid the flame spurts, then yanks herself clean out of the harness. On she goes, not noticing the jettisoned wagon until she has opened up a large gap between it and herself; finally she slams on the brakes.)

Bloom: No!

(She starts into a charge back toward the vehicle; cut to her perspective, which is quickly blocked by the leaping chimera.)

Tiger: Where do you think you’re going?

(Back to Bloom, who slides to a stop and stands her ground before the beast. Any ideas of striking at her go away when a blast of fire issues up right in front of it. She takes advantage of the moment to rush toward the wagon, seen from her perspective, but Snake swings down with a furious hiss to cut her off. Seen in a longer shot, Bloom yells and doubles back the way she came, the reptilian appendage hot after her. Bloom describes a couple of circuits around the monster and clears out; in trying to catch her, Snake ends up wrapping herself around all four limbs and pulling taut. The miscalculation causes the chimera to thud down onto its belly.)

Tiger, Goat: Ow!

(Getting behind the wagon’s rear end, Bloom puts her head to the boards and starts to bulldoze the thing away. She switches to her forelegs, digging her rear hooves in for traction, and muscles the wagon onto a hilltop. Her nerve and strength fail her here, not helped by the sight of the chimera’s silhouette closing in through the mist. As the flames lick up to illuminate it fully and show it untangled, she leans a front hoof against the wagon and is quite surprised when that bit of impetus sets it rolling down the other side of the hill. It rattles and creaks its way into a patch of bushes and disappears from sight, but the adversary continues its steady climb and looms over her at the top.)

Tiger: Where are the pies?!? (Snake looks back down the hill.)

Snake: They’re not back here. (Dirty looks all around.)

Goat: (to Tiger) This is your fault! You think you’ve always gotta be in charge!

Tiger: (sighing, to Bloom) You’re lucky, you know. You’ve got no idea what it’s like to have a sister constantly looking over your shoulder! (Cut to Goat on the end of this.)

Goat: (under previous, looking away disgustedly) Hmph!

Bloom: Uh, actually…

Goat: Let’s try listening to me for a change! And I say, if there are no pies, let’s settle for the filly filet!

(Cut to said filly on the end of this; she backs up before Snake’s hissing advance.)

Snake: Any last words?

Bloom: (panicky) I really wish my sister were here! (Snake bares her fangs, ready to strike.)

Applejack: (from o.s.) Hang on, Apple Bloom! I’m a-comin’!

(Through the jets of fire, the big sister comes leaping in—regular saddlebags on her back, long dark gray boots on all four hooves, and with a glare of unbridled fury that could burn a hole through a battleship’s hull. She lands somewhat behind the chimera, whose three heads turn to look at her.)

Tiger, Goat: Get her!

Goat: Hey! I thought I was in charge now!

(The motley body rushes at the newcomer, dragging all the heads after it, but she tenses herself and leaps straight ahead. Mare and monstrosity gallop toward each other; at the last second, Applejack drops into a hind-legs-first slide that takes her under the chimera’s jump. Coming up into a standing position, she pulls a flute from her bags, styled after those used by snake charmers in India. That is, it has a mouthpiece and a wooden pipe drilled with finger holes, mounted opposite each other on a small spherical gourd. As Applejack plays a droning melody on the instrument, the notes float through the air, passing Snake and lulling her into hissing, swaying docility. A few more of them send her to the ground, fast asleep and dead weight.)

(The chimera whirls on Applejack with a roar from Tiger; having put away the flute, she whips out a folded wooden chair and unfurls it with one flick of her foreleg. The orange/black-striped maw opens in an enraged roar, but she holds the chair out in front of herself, legs first, and jams the thing in upside down. Tiger strains to wrap her jaws around this new obstruction, shakes her head mightily, and finally crushes the chair to splinters. She and Goat glare downrange; cut to their blurry, wavering perspective of the now-distant Applejack.)

Applejack: (echoing slightly) Howdy!

(The camera locks in and focuses on her, picking out her taunting wave; back to the chimera, which charges toward her anew. However, the sleeping Snake gets her head caught in the fork of a tree branch, causing her body to stretch as the rest of the chimera races ahead. Applejack holds her ground until the last possible second, then leaps away to let it crash into the trunk behind her. Tiger’s elongated canines punch all the way through the wood; growling and straining, the chimera tries with all its strength to pull free but cannot. Snake, meanwhile, keeps napping peacefully through all this tumult.)

(Once the struggles cease, Applejack stares Goat straight on; the head growls threateningly at her, but she just smiles and pulls a lump of something white from her saddlebags. Since the first three items she has used—the boots, the flute, the chair—have corresponded to the ones she reeled off while questioning Scootaloo and Sweetie, this can only be the ricotta cheese that ended her list. She tosses it casually toward the chimera and trots away; in close-up, the hunk lands neatly in the bleating maw and shuts it up in a twinkling as Goat starts chewing.)

Goat: (smiling, mouth full) Mmm! Ricotta!

(Zoom out to frame all of the immobilized beast. Tiger paws on the forelegs scratch weakly at the tree in front of them, but this thing is not leaving anytime soon. Applejack gallops up to the top of the hill where Bloom is standing.)

Applejack: Let’s go!

(With only the briefest break in her stride, she flips her sister onto her back and charges off. A slide brings them down to the swampland, and the booted legs launch them from one tenuous safe spot to the next as the flame spurts go off around them. Once they are on clear ground, Applejack shucks Bloom off her back and heaves for breath.)

Applejack: You okay? (Bloom smiles and nods.)

Bloom: Thanks to you.

(Relief turns to a supremely vexed glare in less time than it takes to say “what are you, nuts?”)

Applejack: I told you, you need your big sister lookin’ after you! (Cut to a downcast Bloom; she continues o.s.) I’m just glad this wasn’t a whole lot worse.

(The red-gold eyes narrow in frustrated anger on the end of this, after which the camera cuts to frame both again. As Applejack continues, Bloom turns away and walks o.s.)

Applejack: I mean, sure, we lost the cart, and all the pies— (Rustling from Bloom’s direction.) —but at least you’re…

(Words fail her and she stares straight ahead, poleaxed, as the sound of turning wheels begins to grow. Here comes the intact pie wagon out of the bushes it rolled into, pushed by a thoroughly disgruntled and fed-up filly.)

Applejack: Huh…the cart! And all the pies! You actually got them all the way up here? In the dark? Through the Flame Geyser Swamp? Past that monster? (Long pause.) By yourself?

Bloom: Well…yeah.

Applejack: Huh. (smiling) Wow. That’s mighty impressive! (crossing to her) Anypony who can do that on her own, well…she don’t need somepony like me babyin’ her.

(Cut to a close-up of Bloom and zoom in slowly as her smile widens, then cut to frame both as they share a sisterly nuzzle. Dissolve to a long shot of a ramshackle cluster of houses in a different, much less threatening patch of swampland. Strings of lights run from house to house, tables stand out in front, and the locals—all earth ponies—are enjoying the pies from the wagon, which stands with one side of its awning raised. Applejack, now without her bags, and Bloom are talking with one stallion; pan to another one at a table. He buries his face in a pie and comes up with cheeks bulging and smeared with filling.)

Stallion: (Cajun accent) Mmm-mmm! Andouille! This pie’s even tastier than my mama’s swamp-water casserole!

(Cheers and whoops from the others as the camera pans back across the grounds, then cut to a shocked old mare on a porch.)

Stallion: (from o.s.) Aw, now, Mama, don’t be like that.

(The celebration continues in full force, and the stallion who was talking to Applejack and Bloom grabs a pie off the cart in his teeth and walks off to join it.)

Applejack: Just remember, you fellas wouldn’t be enjoyin’ these pies if it weren’t for my sister.

Bloom: (beaming, nuzzling her) And my sister!

Applejack: (sternly, to her) But this don’t change the fact that tryin’ to make this delivery on your own was a plumb crazy thing to do!

Bloom: (deflated) I know. (Applejack voices an exasperated little huff.)

Applejack: I’ll bet Granny Smith grounds you for a month for sneakin’ out! And if Big Mac, Granny Smith, and I ever have to be away for the day again…

(On the end of this, cut to Bloom, who cringes hugely at the thought of whatever might come next. The next cut frames both sisters and the unexpected smile on the elder one.)

Applejack: …I would totally trust you to stay home and take care of things on your own.

(Back to Bloom on the end of this; she looks up, not believing her ears, and finds that Applejack’s warm smile is no illusion.)

Applejack: I guess I did get a little carried away watchin’ over you. And if you hadn’t snuck out like you did, maybe I wouldn’t have figured that out.

Bloom: (grinning ear to ear) Yes! Now that is the kinda lookin’ out for me I can definitely appreciate. So, we’re good?

Applejack: Little sister… (extending a foreleg; Bloom walks into a hug) …we’re always good.

(Cut to a long shot of the settlement full of happy ponies, then tilt up into the hazy night sky and fade to black.)

MAUD PIE

Written by Noelle Benvenuti

Produced by Sarah Wall, Devon Cody

Story editing by Meghan McCarthy

Supervising direction by Jayson Thiessen

Co-directed by Jim Miller

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of Sugarcube Corner, seen from the rear, at daybreak. Zoom in on the back door as Twilight Sparkle, Applejack, Fluttershy, Rainbow Dash, and Rarity make their way toward it, all a bit ill at ease; Rainbow is the only one airborne.)

Applejack: Has anypony heard from Pinkie Pie since yesterday? (Varied negative responses from the others.)

Rainbow: (yawning) I don’t see what’s so important we had to meet her here this early. (gesturing toward sky) Celestia hasn’t even raised the sun yet!

(Pan quickly from her to a fence rail, on which a rooster is laid out and snoring heartily, then cut to Twilight on the doorstep.)

Twilight: I hope everything’s okay.

(Her tentative knocks are met with a great crash and clatter from inside before the door opens. Pinkie Pie stands here, attired in a white chef’s toque and a pair of safety goggles. Mild irritation at being interrupted gives way to giddy relief as soon as she spots the group.)

Pinkie: Thank goodness you’re all here! There’s no time to lose!

(Jumping out past the step, she throws first Fluttershy and then Rarity bodily into the building and steers Applejack in after them. Twilight follows under her own power, leaving Rainbow hovering by herself; she starts to fly in, but the door slams shut just in time for her to bang into it face first.)

Rainbow: (rubbing her face) Hey! (Door opens; Pinkie grabs her.) Whoa!

(It slams again as soon as she has been yanked in. Cut to the five visitors, now cautiously crossing the space inside; a pile of small bluish-gray rocks rests near a window. A crunching noise from below stops them short.)

Pinkie: (from o.s.) Careful!

(Floor level; they have stepped into a scatter of multicolored fragments, and Twilight shakes a front hoof to dislodge the ones now stuck on it. Tilt up to her face.)

Twilight: What is all this?

(Cut to just behind her and Fluttershy; they are in Pinkie’s bedroom, and she stands before them, holding a bowlful of the brightly hued minerals and trying her best to mix them with the wire whisk in her teeth. Piles of the material stand behind her. After a few seconds, she tosses the whisk aside.)

Pinkie: My sister Maud’s gonna be here soon and I need your help taste-testing my rock candy recipes. (Cut to Applejack and Rarity.)

Applejack: Uh, we’re happy to help you, Pinkie Pie, but this seems like an awful lot of candy.

Rarity: Even for you! (Close-up of Pinkie; she has put the bowl down.)

Pinkie: (smiling sheepishly) I may have gone a teensy bit overboard.

(The smile turns into a big squeaky grin just before the camera zooms out quickly to frame the entire room. The vast heaps of the confection in various hues taking up almost every available surface—floor, countertops, bed, stairs, balcony—would be enough to drive any sane dentist into either screaming fits or a catatonic state. Her friends trade puzzled looks before the view snaps to black.)

OPENING THEME

Act One

(Opening shot: fade in to the five sitting/standing/lying among the gargantuan array of rock candy varieties and groaning their distress. Clearly they have overindulged, but here comes Pinkie to wheel in a freshly loaded bin. Rainbow’s mouth and cheeks are speckled with crumbs.)

Pinkie: Everypony ready for more? (Close-up of Rainbow.)

Rainbow: (groaning) My teeth hurt. (Pan past a moaning Fluttershy and on to Applejack.)

Applejack: I think we’ve had plenty. And shouldn’t you be on your way to pick up Maud from the train station? (Pinkie gasps.)

Pinkie: But you’ve only tried half of the flavors! (scooping a hoof-load from the bin) And we have to choose the perfect ones before she gets here so I have time to make more!

(She proceeds to scarf down the candy she grabbed, then upends the bin over her head so she can chomp into its contents as well. Applejack and Rainbow recoil in mild horror, the latter’s face now clean, while Fluttershy stares fixedly ahead. There comes the clatter of the bin hitting the ground; a moment later, the pink sugar expert has polished off the lot.)

Twilight: (crossing to her) Maud is your sister. I’m sure she’ll love your rock candy— (looking around) —and I’m pretty sure you’ve made enough. She’s only staying for the week. (Pinkie smiles.)

Pinkie: Aw, it’s not just for Maud, silly. I’m making candy for all of us! (Winces and groans from the other four.) It’s part of a very important, super-duper-special tradition that only the closest and bestest of friends can share. We’re going to make rock candy necklaces together!

(She holds one up on the end of this—hunks of the sweet in different colors, threaded on a string—and lets off an ecstatic screech as the camera zooms out slightly. When she continues, she has calmed down again.)

Pinkie: It all started when Maud and I were fillies on the rock farm.