THE CART BEFORE THE PONIES

Story by Ed Valentine, Michael Vogel

Written by Ed Valentine

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to the exterior of the Ponyville schoolhouse in the morning. Zoom in slowly to the sound of foals’ happy chatter, then dissolve to the classroom. The camera, positioned to give an overhead shot of the students, zooms out slightly after a moment to frame Cheerilee stepping to the front. An extra blackboard on a rolling frame has been set up alongside her desk; it is chalked thick with graphs and figures. The conversations quickly transition into the following line.)

Foals: Good morning, Miss Cheerilee!

Cheerilee: Good morning, everypony. I hope you brought your thinking caps, because today we’re going to learn about physics!

(General bewilderment among the youngsters.)

Scootaloo: Physics?

Cheerilee: (nodding) Mmm-hmm. Specifically, the use of force in energy conversions! (gesturing to board) In this case, using mechanical work to convert potential energy into kinetic energy.

Apple Bloom: The what, now?

Sweetie Belle: (raising a hoof) Um, Miss Cheerilee? That sounds a bit over our heads. (A round of nods from the others.)

Scootaloo: Yeah. Why would we even need to know that stuff?

Cheerilee: Oh, it’s very important. (pacing) In fact, you’ll most likely end up using it tomorrow.

Bloom: Tomorrow? What for?

Cheerilee: Why, for participating in the…

(One hard whack at the board sets it spinning on its frame; after several revolutions, it stops dead with its other side now showing. Here is a drawing of an open-topped vehicle not unlike a non-motorized Soapbox Derby racer, with key components—wheels, seats, axles, and so on—drawn separately and marked as to where they should go. A rolled-up sheet is attached to the top edge of the board, stretching its full width.)

Cheerilee: …Applewood Derby!

(Every youthful face in the room brightens with happy murmuring that develops into full-throated cheers. Zoom out slowly from then, then cut to a close-up of Snails at his seat in the back row.)

Snails: (wiping forehead) Oh, phew! For a second I thought we were gonna have to, you know… learn stuff.

(He grimaces and hunches down a bit. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a close-up of a grinning Scootaloo with the other students talking excitedly all around her.)

Scootaloo: We get to race in the Applewood Derby tomorrow? That’s so cool! (Pan to Bloom on the start of the next line.)

Bloom: My family’s talked about it for years, and now I’m finally old enough to race!

(The sound of a hoof tapping against the board interrupts; cut to frame Cheerilee, seen over the foals’ heads. The side with graphs and formulas has again been turned to face front.)

Cheerilee: Now hold on to your horseshoes, everypony. You’ve got a lot of work to do before you’re ready to race.

Snips: (raising a hoof) Yeah, but…not schoolwork, right?

(The teacher allows herself a momentary eye roll of disgust at his obtuseness before putting on her usual smile to continue. Now the vehicle diagram is visible again.)

Cheerilee: (pulling down edge of top sheet, pointing) There’ll be a block of applewood just like this one waiting for you at Sweet Apple Acres tomorrow. And you’ve got one day to turn it into a race-ready cart.

(What she unrolls is a sketch of the aforementioned block standing next to a foal under a bright sun, with relative dimensions marked in, and several woodworking tools. After this line, cut to a slow pan across the students, all of whom groan and slump wearily at the prospect of having to put in some actual labor.)

Scootaloo: Oh, yeah. That is a lot of work.

Cheerilee: (nodding) Mmm-hmm. Luckily, you’ll each get to pick an older pony to help you. But choose wisely, because they’ll also have to ride in the cart with you during the race. (She crosses to her desk; excited murmurs among the foals again.)

Scootaloo: Hmmm…I think I know just the pony to ask.

Sweetie: Me too!

Bloom: Me three! (A hush falls.)

Cheerilee: Just remember, everypony. Your cart has to be able to finish the race if you want to win one of the awards.

(She pulls out a small, flat case on the end of this, then opens it to reveal three blue first-place ribbons. A close-up and slow pan across them picks out the slightly different styling and gold accents of each.)

Cheerilee: (from o.s.) Fastest, for winning the race, naturally. Most Traditional, for the best working replica of an original Applewood cart. And Most Creative, for the cart with the best overall design.

(Cut to the Cutie Mark Crusaders.)

Bloom: (dreamily) Hoo-wee! Those ribbons are the bee’s knees. (Pan slowly across the desks.)

Other foals: (nodding) Uh-huh!

Cheerilee: (from o.s.) All right, then, class!

(The entire room again; she has returned the awards to her desk.)

Cheerilee: You’ve got a lot to learn if you want to build a race cart.

(A round of very vocal, very disappointed moans greets this assessment.)

Snips: (moaning, pounding desk) I knew there was gonna be a catch!

(He props his head resignedly on a front hoof. Dissolve to the schoolhouse exterior as foals make their way out—it is the end of the day, and Bloom and Sweetie are walking side by side along the path. Both have their saddlebags on, and the white filly is floating a book at eye level to do some quick reading. She swaps it for a different one as Scootaloo rolls after them on her scooter, crash helmet strapped on.)

Sweetie: Wow! Have you seen what the carts used to look like in the olden days?

(She and Bloom stop, the book’s position shifting so they can both get a good look.)

Bloom: Yeah.

(Close-up of one page, showing a sepia-toned photo of a vehicle that strongly resembles a “surrey” carriage, with a canopy added to shield its two passengers from the weather. A passing stallion tips his hat to them. The style of dress and architecture points to this scene as having taken place way, way back in the day.)

Bloom: (from o.s.) I know all about them. (Cut to her and Sweetie.) When Ponyville started the Derby, they decided to use the wood from our apple trees for the carts. The race has been a part of Sweet Apple Acres ever since. (Sweetie moves the book back to herself.)

Sweetie: I just think these old carts look so cool! (closing it, returning it to her bags, securing flap) But I guess you and Applejack will probably win the award for Most Traditional, huh?

Bloom: The Apples usually do, but honestly— (excitedly, rearing up briefly) —I’d rather build the fastest cart there is and win the race!

(Enter/exit Scootaloo, motoring along and hauling a wagonload of books. Her passage stirs up enough dust to fill the screen for a moment.)

Bloom: But I’m pretty sure Scoot and Rainbow Dash’ll take that award. (Scootaloo joins them, having shed her helmet and dismounted.)

Scootaloo: You know, I race around so much on my scooter, being the fastest isn’t such a big deal. (rearing up briefly) Maybe I’ll try to make the wildest-looking cart I can think of!

Bloom: Really?

Scootaloo: Sure! If I win Most Creative, you can totally win the award for Fastest.

Sweetie: And I can win the award for Most Traditional! (Scootaloo nods.)

Bloom: Sounds like we’re all gonna try somethin’ different. (rearing up) I can’t wait to tell Applejack!

Scootaloo: Let’s get to it!

Crusaders: Go, Crusaders!

(On the end of this, cut to a point just above their heads as three front hooves slap together for a high five in extreme close-up. From here, dissolve to a long shot of Rainbow Dash’s cloud house and zoom in slowly. The hot-air balloon that she and her friends have used in the past is parked next to the front walk.)

Rainbow: (voice over) Are you kidding?

(Cut to her hovering above Scootaloo in the living room—the balloon was evidently for the filly’s use.)

Rainbow: (doing a loop-the-loop) Of course I’ll help with the Applewood Derby. I want you to have as much fun as I did when I was a filly.

Scootaloo: Wait. Cloudsdale has a Derby too?

Rainbow: Sure. Practically every town in Equestria has one. (Contented sigh; zoom in slowly.) I still remember racing my cloud cart.

(The scene undergoes a wavering dissolve to a head-on view of a track with a concave surface, similar to a bobsled run. Rainbow’s younger self hurtles toward the camera, wearing a helmet and goggles and riding a cart mounted on runners.)

Filly RD: This is so awesome!

(Fade to black as the vehicle’s front end fills the screen, then snap to a long overhead shot of the entire course—a twisting, convoluted affair constructed of clouds and floating somewhere outside Cloudsdale proper. Filly RD has a considerable lead on the other competitors, and the camera pans to follow her through a loop-the-loop as she lets out an extended, exultant whoop. After she comes out of it, another wavering dissolve shifts the view back to a close-up of her in the present, lost in the good memories.)

Scootaloo: (from o.s.) And let me guess. (Cut to her.) You won Fastest Cart.

Rainbow: (chuckling dismissively) Obviously.

Scootaloo: So what do you say? Will you help me make my race cart?

Rainbow: Help you? I’m all over it! I’ve got tons of ideas.

(She wastes no time in pushing a sizable trunk out from behind her couch. Cut to Scootaloo, crossing the floor to the sound of fast rummaging.)

Scootaloo: Don’t worry. I’ve got a lot of—

(A banner depicting the ace flyer is thrown past her—a memento from younger days, no doubt.)

Scootaloo: —whoa!—ideas of my own.

(Here comes a soccer ball, which she ducks; it knocks over a vase of flowers.)

Scootaloo: Um, uh, what are you looking for?

(The next shot frames both pegasi, the older one having dug into the trunk for these items; now she brings up a trophy with a blue ribbon attached.)

Rainbow: The blueprint for my Derby cart, of course. I’ll have to change it a little ’cause this race is on roads, not on clouds, but— (throwing trophy aside) —trust me. Your cart is gonna be amazing!

(The high-speed rooting around continues, sending out a variety of objects that Scootaloo wisely sidesteps.)

Scootaloo: Um…okay, Rainbow Dash! Thanks! (She begins to walk away; close-up.) How awesome is this? (Zoom in slowly.) With Dash on my team, how could anything go wrong?

(Dissolve to a long shot of the main barn at Sweet Apple Acres and zoom in slowly. Applejack and Bloom are standing in the barnyard, the latter no longer wearing her saddlebags.)

Applejack: Huh. Well, I’m mighty flattered you want to work with your big sis on your cart. (Close-up of her.) I mean, the Applewood Derby did—

Bloom: (from o.s.) —start on our farm. (Face falls a bit; cut to frame both.) I know.

Applejack: (smiling) Well, I couldn’t be more proud to help my little sister take the prize for Most Traditional.

Bloom: Actually, I was kinda thinkin’ of somethin’ else…like Fastest?

(Big sister voices a sotto-voce scoff at the very idea.)

Applejack: Fastest? Apple Bloom, things aren’t like they were in the old days. The fastest cart now has gotta be slick and modern and—

Bloom: Exactly! (Applejack leans sternly down to her.)

Applejack: —not Apple at all. The Apples win Most Traditional. We have since the Derby started. (Soft chuckle.) Why would anypony want to win anythin’ else? (Smile.) Now why don’t you head off and get some chamomile vines, some hickory sticks, and some apple barrels, and I’ll show you what an Apple family cart should look like.

(Cut to the yellow filly and zoom in on her suddenly deflated expression.)

Bloom: I guess I do have a family tradition to uphold.

(She masks her disappointment with a grin that does not quite reach her eyes. Dissolve to the ground-floor showroom of the Carousel Boutique; Rarity straightens up into view with an ecstatic gasp and puts her hooves to her cheeks.)

Rarity: The Applewood Derby?!?

(Zoom out to frame more of the room as she trots in place with a giddy squeal. A mildly bemused Sweetie stands before her, no longer toting her saddlebags, and the well-dressed ponies browsing in the shop aim a round of very funny looks in Rarity’s general direction.)

Rarity: Of course I’ll help!

Sweetie: Wow! Uh, Rarity, I didn’t know you’d be this excited. (Close-up of Rarity.)

Rarity: Me? Oh, why, I’m just itching to right an old wrong from long, long ago.

(A wavering dissolve shifts the view to a close-up of her younger self in the same pose.)

Rarity: (voice over) I designed my own cart when I was just a filly.

(Zoom out; she stands near a cart resembling a Formula One dragster in shades of pink and violet, with swept-back feathers attached to the body. It sits on a dirt track lined with hay bales that runs through the park outside Ponyville, and a few appreciative onlookers have gathered to scope it out. During the next line, a unicorn stallion walks past, clad in a sweater/shirt/tie and levitating a clipboard—a judge for this contest.)

Rarity: (voice over) And I was positive I was going to win the prize for Most Creative, hooves down.

(Without breaking stride, he floats a red ribbon out from among the documents on his board and sends it toward Filly RA’s cart; extreme close-up of this as it settles on, marked for second place.)

Rarity: (voice over, bitterly) But I came in second. (shrilly) Second!

(Zoom out quickly to frame the award reflected in the widened pupils of Filly RA’s dumbstruck eyes. She stands with hooves clapped to cheeks and mouth so far open that her jaw might fall off at any moment. The reflections fade away as she lowers her hooves and the blue eyes fill with incredulous tears, after which the camera cuts back to the showroom in the here and now.)

Sweetie: You? Second for Most Creative? To whom?

(Cut back to Filly RA, now staring wordlessly and dry-eyed at the camera, and zoom out quickly. The judge and the onlookers have now gathered around a cart built from unfinished wooden planks, with wheels that look as if they were fashioned from slices of a tree trunk. A blue first-place ribbon is attached, and they are cheering for the builder, who stands proudly atop the contraption on her hind legs—it is a young, pre-cutie-mark Derpy Hooves. Confetti and streamers rain down over this group as a gloomy black cloud drifts in to assault Filly RA with rain and lightning. In close-up, she lets her face twist into a wet-eyed scowl of unadulterated fury.)

Rarity: (voice over) But I learned a valuable lesson.

(Wavering dissolve to a close-up of her in the present, features set in that same expression.)

Rarity: I learned to know my audience, and the race cart audience wants big! They want bold!

(During this line, the camera zooms out to frame Sweetie and the customers, all of whom start giving her odd looks again. Once she finishes speaking, she opens the front door with her magic and gestures toward it. Cut to an overhead view of the building as she zips to the doorway, ushering the patrons out and eliciting a chorus of indignant splutters and remarks.)

Rarity: Chop-chop! Everypony out! We’ve got work to do!

(Once the last of them have gone, she steps back in and pulls the door shut with her aura. Cut to her, crossing the showroom with newfound fire.)

Rarity: This will take all of my considerable skills.

(Her field brings a notepad and pencil to her as she finishes, and she shifts into a bit of tuneless humming while taking notes. After a few steps, she stops.)

Rarity: But I will fashion the biggest and boldest Derby cart to ever win the prize for Most Creative! (More scribbling.)

Sweetie: (crossing to her) Actually, I was sort of thinking of something more…traditional?

Rarity: (laughing dismissively, turning to her) Please, darling, leave tradition to the Apples. We dream big, we dream bold!

(She trots off, humming and taking the pad and pencil with her. Close-up.)

Rarity: Soon the prize for Most Creative will finally be in my hooves! (Zoom out; Sweetie stands near her, properly puzzled.)

Sweetie: You mean, my hooves.

Rarity: Yes, that’s what I said. “My hooves.” Darling, I hope you’re ready to get an early start tomorrow! (She trots off.)

Sweetie: Uh…how early?

(Zoom in slowly on her, then dissolve to a stretch of pre-dawn sky visible over the treetops of Sweet Apple Acres and the distant hills. As the purple of night yields to the pinks and golds of sunrise, the camera cuts to the three teams moving through the orchard paths. Applejack and Rarity are walking point, Rainbow flies behind them, and three half-asleep fillies are hauling wagons piled with supplies to bring up the rear. Cut to an extreme close-up of one of these and zoom out as it stops to show Sweetie in the harness; she lets go with a yawn and groan, and Scootaloo trundles in next to her.)

Sweetie: Rarity, the sun’s not even up yet! (Cut to the three mares, now on a hilltop.)

Applejack: Oh, apples. Quit complainin’! In my day, we were up even earlier. (Rainbow rises to a hover in close-up.)

Rainbow: Hey, I’d get up in the middle of the night if it means my cart crosses that finish line first and wins Fastest! (Pan/tilt down quickly to Rarity.)

Rarity: And my cart wins Most Creative! (Pan to Applejack.)

Applejack: And my cart wins Most Traditional! Hoo-wee! It’s gonna be a good day!

Scootaloo: (from o.s.) You mean our carts, right?

(Those five words snap the older trio out of their collective reverie, Rainbow dropping back to the ground.)

Rarity: (smiling) Yes, that’s what we said, darling.

Applejack: Yep.

Rainbow: Our carts!

(They spread out, the camera cutting back to the Crusaders; each youthful face broadcasts the apprehension that has already started to take hold in the minds connected to them. It takes only a few glances from one to the other to convince all three that they are thinking the exact same thing—“this is going to end very, very badly.” Fade to black.)

Act Two

(Opening shot: fade in to the Crusaders.)

Bloom: Their carts? It almost sounds like they’re planning on building them without us.

Sweetie: I’m sure they meant our carts, like “the team cart,” right? (Scootaloo smiles.)

Scootaloo: Of course! I mean, they’re all our older sisters—practically—plus they’ve all done this before. I’m sure they know best. (Bloom and Sweetie nod.) Let’s just buckle down and get to work.

(They start forward with their loads. Dissolve to a long shot of a tract of grassland within the orchards, now dotted with fenced-off stalls in which teams have begun to hash out their cart designs, and pan slowly across to stop on a row of three. The sky has lightened into daytime blue now. Rainbow hovers above a large block of wood in the far right stall, which is decorated with a rainbow banner, strings of pennants, and two columns of clouds topped by lightning bolts, and reads over a sheet of drawings. The middle stall bears Rarity’s hallmarks of opulent fabrics and frame detail, with a tarp-covered shape visible inside, while the far left one is of plain wood and has had a couple of bedsheets pulled across its front to conceal the Apple sisters’ work from view. Assorted tools rest near each stall, and here comes Scootaloo, straining to drag her loaded wagon across the grass.)

Rainbow: (irked) Scootaloo, where have you been? I’ve only got ’til noon to make the fastest cart ever! (She zips into the stall; cut to Scootaloo.)

Scootaloo: Uh…about that. I was really thinking of going for the Most Creative prize. I mean, I know all about speed already, so…

Rainbow: (from o.s.) Exactly!

(Cut to her, now hovering just above the wood with safety goggles on and saw in hoof. She has also donned an apron, a tool belt, and heavy mitts to protect her front hooves.)

Rainbow: It’s all about speed! (She cuts a few strokes.) We’ve gotta get across the finish line to win a prize, so we might as well get there first, right? Uh, hey, I left a bunch of paint cans by the road. Bring them up here, would you? Nothing as fun as painting racing stripes on the winning cart!

(She goes back to sawing as Scootaloo lets go with a heavy sigh.)

Scootaloo: (trudging off) Right. Fun.

(The filly has unhitched herself from the wagon by this point. Dissolve to a close-up of Bloom, standing on a hay bale next to the bedsheet curtain outside her stall. She too is no longer in her wagon’s harness. From this angle, tufts of shrubbery can be seen attached to the tops of the fence planks.)

Bloom: Spendin’ time buildin’ a cart with my big sister? Why, this is just tee-rific! (Pause.) Um…

(Cut to the other side, the camera positioned to give a close-up of Applejack from the shoulders up. Bloom pokes her head through the gap between the sheets.)

Bloom: …how can I help?

Applejack: You can feast your eyes on… (yanking fabric away) …this!

(Little sister’s eager grin turns to a look of horror; cut to frame the entire stall. A row of apples now hangs exposed where the sheets had been, and “this” proves to be a cart that is a remarkably faithful adaptation of the old-style one in the book Sweetie had been reading after school in Act One. It has a fringed canopy, a red paint job, and an apple on the dashboard in front. Bits of excess material litter the turf around the wheels.)

Applejack: I-I mean, it ain’t quite finished yet.

Bloom: Oh…heh…good.

Applejack: But don’t it have the makin’s of the best cart you ever did see? (A grin that lasts only a moment.) Uh…is somethin’ wrong, Apple Bloom?

Bloom: Actually, I was kinda thinkin’ of somethin’ a little more modern and…less rickety.

(The pressure of one hoof against a canopy support causes it to flex and creak alarmingly.)

Bloom: With maybe a chance of winning?

(Her hopeful grin is met by Applejack pulling her hat off and throwing it down in a sudden fit of pique.)

Applejack: Bless my hooves, I thought we covered this! Tradition is all that counts, and who knows tradition better than Apples? Nopony! That’s who! So are you an Apple, or are you an Apple? (Huff.)

Bloom: I’m an Apple, but… (reaching toward canopy) …what if I just take off this fringe?

(Extreme close-up of the hoof she has rested on the side of the carriage; the weight shift causes a joint to give way. Back to Applejack on the start of the next line.)

 

Applejack: (panicked) No! Not the fringe!

(The sound of collapsing wood makes her cringe and turn her head, as if to shield herself from bits of debris that never come flying her way. When she brings herself to look, she finds that the entire dashboard has fallen off—and some of the fringe on the canopy has come loose as well. Applejack voices a frustrated grunt.)

Applejack: Why, shoot! Now I’ve gotta start all over from scratch! And it’s almost race time!

Bloom: Oh! So maybe we can redesign it, then. Just a little.

Applejack: No time! And who’d want to redesign somethin’ that’s already perfect?

Bloom: (glumly) Right. Perfect.

(Dissolve to Sweetie galloping across to the tarp-draped bulk in her stall, a clipboard in her magical hold. She too is no longer encumbered by the freight of supplies she pulled in.)

Sweetie: Okay. So I sketched out some of my ideas. (Ratcheting is heard; she floats up a piece of yellow fringe.) How about a nice yellow fringe on top?

Rarity: (slightly muffled by tarp, laughing) Oh, darling. (Peek out.) The fringe is not exactly big, and that yellow is the least bold color I can imagine.

(The ratcheting stops when she puts her head up—she was working the tools. Back she goes.)

Sweetie: Well, it doesn’t have to be yellow, but I really do love the old-timey style— (turning clipboard around) —like this.

(The top sheet presents a picture of a surrey-style cart, which Rarity pokes her head out to inspect. Zoom in quickly to a close-up; it is a crayon rendition, with a blue ribbon on the dashboard and a happily waving Sweetie in the driver’s seat. The older unicorn gives it a condescending smile.)

Rarity: Sweetie Belle, precious face, “old-timey” is just another word for “passé.” Remember big, and bold! I do have a reputation to uphold.

(She adds an airy laugh under the last few words, then gets serious.)

Rarity: It was one thing to lose as a filly, but can you imagine if I didn’t win the Most Creative now? Ponies might stop buying my couture!

(Under the tarp and back to work, leaving a crestfallen Sweetie who has put down her clipboard and fringe sample.)

Sweetie: But we’re supposed to be doing this together! (Rarity crosses to her.)

Rarity: Yes, of course we are, darling. (giddily, lighting horn) In fact, we just finished! Voilà!

(The tarp is whisked away overhead, and one face slaps on a satisfied grin while the other stares in wide-eyed shock. Long silence.)

Rarity: I know. You’re speechless.

(Cut to an extreme close-up of the unveiled vehicle’s wheels and zoom out to frame all of it: a cart styled as a giant white swan with elegantly arched neck, jeweled gold collar, and a gold tiara. Massive wings are folded in tight to the sides, the driver’s seat sits just behind the base of the neck, and an elevated passenger seat is in the rear.)

Rarity: (from o.s.) But if that isn’t big and bold, I don’t know what is! (Cut to the sisters.) Isn’t it wonderful?

(She trots toward it, humming to herself, but Sweetie just lets off a pained sigh as the camera zooms in on her.)

Sweetie: Right. Wonderful.

(Dissolve to a close-up of Rainbow in the cockpit of the cart she and Scootaloo are building. From this angle, it bears a likeness to a Formula One racer with a rear spoiler wing added. She has shed the work and safety gear she sported earlier in the act. As she fiddles around under the dashboard, Scootaloo reaches into view and plunks something tall and feathery on the hood. Rainbow glances out around it; cut to a profile view of this cart, which has an open cockpit, broad yellow lightning bolt on the hood, and the spoiler supports shaped/colored likewise. Most of the body is gray, with the exception of the bolts and the blue paint on the front fenders and the tip of the hood. What Scootaloo has brought in is a giant chicken head; as soon as she departs, Rainbow airlifts it away. The filly returns with a pair of wings to complement it, but she lets them drop and stares in disbelief upon seeing that her idea has been shot down.)

(Dissolve to an overhead shot of the cart; she has now attached the wings on the sides, and she gallops off just before Rainbow flies back carrying a toolbox. The blue face shifts into a glower; cut to Scootaloo, returning with a small stuffed chicken head on a stick in her teeth. She stops short, dropping the prop, and the camera zooms out to frame Rainbow cruising overhead and toting the removed wings. Disbelief gives way to deflation.)

(Wipe to Applejack and Bloom. As the older sister—now wearing her hat again—fits a wheel into place on their cart, the younger drags a brightly colored piece of bodywork over with her teeth. She sets it flat on the top edge of the rear gate—a simplified spoiler wing—and gives it a couple of taps with a hammer to secure it. Once she steps away, Applejack moves in with a length of fringe in her mouth and kicks the piece away with ease; as she starts hanging the decoration, the red-maned filly stares popeyed and lets her eyes turn down in defeat.)

(Wipe to a close-up of the front end of one side panel. Bloom stands up into view, paintbrush in mouth, and applies a lick of yellow/orange flame with a couple of deft strokes. She turns away cheerfully, but here comes Applejack with her jaw clamped around the handle of a paint can. Setting it down, she pulls out a roller and reapplies the original red coat with one effortless swipe. The tool is returned to the can, which she picks up to carry away—and she completely misses the return of Bloom, dumbstruck at the loss of her customization.)

(Wipe to Rarity, doing a little touch-up of her own on the swan cart. Sweetie gallops by, towing a length of yellow fringe in her field. It loops around the head in close-up, and a zoom out reveals that she has applied two strands—this one, which drapes around the wingtips as well; and a lower second one for the base of the neck and the wings’ lower portion. The young unicorn grins and points at her handiwork, but Rarity just smiles and shakes her head to wipe that elation away in a heartbeat. The fringe is most efficiently removed, trailing after Rarity as she walks off and magically passes the paintbrush to Sweetie. Green eyes narrow slightly in a faint scowl.)

(Dissolve to a close-up of Rarity, polishing the cart’s three control levers with a levitated cloth. She finishes the job and walks off, the camera panning slightly in her direction and then back when she returns without the rag. The motion puts the driver’s seat out of frame for a moment; on the return trip, Sweetie has climbed up and replaced the levers with a horseshoe-shaped yoke, which she tests by twisting it back and forth. A disapproving glare, and Sweetie glumly plies her magic to remove the piece and reinstall the levers, bringing a grin to the fashionista’s face.)

(Dissolve to a slow pan across the entire tract of stalls; the carts are now in fighting shape and getting a final spit and polish. Most of the participants, youth and grown-up alike, have donned crash helmets. Subdued chatter is heard among the teams as the camera cuts to just behind Sweetie, standing alone on a hilltop, and tilts up. She is overlooking the Crusader teams’ preparations—or rather, the work being done by the three older sisters— and a dispirited Bloom plods over to her.)

Bloom: Hey, Crusader. How’s it goin’?

Sweetie: (sighing) Rarity’s definitely made the biggest, boldest cart anypony’s ever seen.

(A cut to that stall points up the truth of her words, and Rarity is plying her cloth to shine up a spot on the swan’s neck.)

Bloom: Wow! Well, Applejack’s built somethin’ so traditional, it’s practically an antique.

(Cut to her perspective on these last four words, panning to follow her hoof gesture away from Rarity’s stall and toward Applejack’s. The cart is complete and receiving a last bit of polish on one wheel spoke. Back to the two fillies, zooming out slightly as Scootaloo walks up with a sigh.)

Scootaloo: No matter what I say, there’s no talking Rainbow Dash out of making the fastest cart in Equestria.

(Cut to that particular stall on the end of this line, the ace aviator buffing the hood a little, then back to the Crusaders.)

Sweetie: Doesn’t look like any of us ended up with what we wanted.

Bloom: (smiling weakly) But…I’m sure our older sisters know what they’re doin’…right? (Pause; Scootaloo and Sweetie trade an uncertain look.)

Scootaloo: Right.

Sweetie: Right.

Bloom: And even if our carts aren’t exactly what we had in mind, it’ll still be fun to drive ’em to the finish line. (Scootaloo and Sweetie brighten.)

Sweetie: Sure! The race is the best part!

Bloom: Yeah. CMC’s behind the wheels!

(That gets a round of cheers from the others, and they trade a three-way high five.)

Cheerilee: (from o.s.) Derby racers to the starting line! (They gallop off.) Derby racers to the starting line!

(They stop near the side of a dirt path so that Rainbow can roll up in the speed-demon cart. She has donned an orange helmet with a rainbow stripe—and she is sitting in the driver’s seat.)

Rainbow: The race is about to start, Scootaloo! You better shake a leg if you want to ride in the winning cart!

(Cue one gobsmacked orange filly. Here comes Rarity in her swan cart. Blue helmet; white stripe edged with very pale blue; her cutie mark on each side, with additional blue gems along the stripe’s length; light blue sash tied under the chin in place of a strap. She too is at the controls.)

Rarity: You too, Sweetie Belle! There’s only one seat left aboard this creative masterpiece, and it’s just for you. Woo-hoo!

Applejack: (from o.s.) Whoa, ponies! Wait for me!

(The front wheels of her almost-antique cart roll slowly into view, carrying her in the driver’s seat. She has traded her hat for a red helmet marked by a green stripe.)

Applejack: This traditional cart handles at the exact perfect pace—slow! And I got the passenger seat all warmed up for you, Apple Bloom!

Bloom: Passenger seat?!?

(The expressions on the faces of the other two tell the tale: she has just voiced their anger and disgust at how far this school racing project has gone off the rails. All three shift into a world-class grimace before the view fades to black.)

Act Three

(Opening shot: fade in to the starting post, backstopped by hay bales. Cheerilee stands here, clad in a cheerleader’s outfit consisting of a sleeveless white turtleneck trimmed in yellow/blue pinstripes and a yellow skirt with blue edging. A bow in these two colors secures her mane, and she wears matching pom-poms on her front hooves. A similarly attired colt and filly are behind her at a short distance, and a few mares have gathered at trackside to watch the competitors roll into position. In addition to the creations of Applejack, Rainbow, and Rarity, the other carts cover the gamut from a sleek open-cockpit roadster to an unpainted rig that looks as if it was crudely hacked out of the original block of applewood. The Crusaders stare incredulously from several yards back at trackside, Scootaloo uttering a fed-up groan.)

Scootaloo: They’re the only older ponies driving!

(They are indeed; all the other carts have foals at the wheel.)

Sweetie: First they built the carts, now they’re gonna drive them?

Bloom: I know they were all excited to help, but I don’t think they’re really helping anymore.

Scootaloo: We better hurry if we want to be a part of this race at all.

(As they gallop toward the line, Cheerilee registers a degree of concern over seeing the three older sisters in the driver’s seat.)

Cheerilee: (crossing to them) Um, aren’t you all missing somepony?

Applejack: They’ll be along.

Cheerilee: And, uh, usually the younger ponies drive the carts.

Rarity: (laughing airily) Darling, do these look like usual carts to you?

(Cheerilee falls back on the stock response to an overbearing older family member—a thoroughly annoyed scowl and eye roll—and crosses the track. Right behind her are the Crusaders, helmeted up and sprinting toward “their” carts. Scootaloo is first to jump in and fasten her seat belt, riding behind Rainbow; next Rarity levitates Sweetie to her up-top seat and straps her in, and finally Bloom hops in next to Applejack and belts herself down. With the passengers all secured, Cheerilee lifts a bugle to her lips and blows a call. Three vertical panels slide in from top/bottom to tile the screen, each showing a close-up of one mare’s determined face.)

Cheerilee: (from o.s.) Racers! On your marks… (All tense over their controls.) …get set…

(The panels slide away, revealing an expanse of sky behind them, and she stands up into view to wave one of her pom-poms, having put the bugle away.)

Cheerilee: …GO!

(A checkered flag waves across the screen, and the carts start to accelerate downhill. Sweetie uncorks a shrill scream in close-up, the camera panning quickly to Scootaloo and Bloom so they can do the same. Wind whistles around the first two heads, but not the third, and a quick zoom out reveals why: Applejack’s cart is moving at a dawdling pace past Cheerilee, who is now absolutely confounded by its lack of speed. Bloom shoots an irked squint at her beaming sister.)

Bloom: Can’t we go any faster?

Applejack: Faster? Don’t be silly. This is perfect.

Energetic mandolin/acoustic guitar melody, brisk 4 (D major)

Every “giddyup” and “go, go, go” is spoken/chanted in rhythm

(Bloom sighs in disgusted resignation and lets her head flop forward over the dashboard. The pack threads through the curves of a serpentine course marked with hay bales at each curve and emerges into Ponyville proper.)

Spectators:                Go, go, go!

Bass/drums in

(One cart wheel rolls through a mud puddle, sending up a brown tide that washes over the screen. It drains away to show the racers—all but Applejack/Bloom, that is—going full tilt. As they zoom ahead, the camera pans back to frame this last pair cruising at their sedate pace.)

Applejack:                Check me out, racin’ the Derby, check out my old-fashioned cart

(Rarity/Sweetie pull in ahead of her.)

Rarity:                Check me out, racing the Derby in my original work of art

(Rainbow/Scootaloo jump their cart ahead and slam it down onto a curve.)

Rainbow:                Check me out, faster than ever, there’s nopony can catch me now

(Close-ups of Bloom and Sweetie slide in to hide her from view and tile the screen next to Scootaloo’s image.)

Crusaders:                Let me out, I’d do it over if I only knew how

(The panels slide away, revealing another bend in the track.)

Spectators:                Giddyup, Derby racers, giddyup, Derby racers

(Over a bridge they go; Cheerilee and her two helpers cheer them on.)

                        Giddyup, Derby racers, go, go, go!

(Four carts roll across the screen, painting it in alternating black/white stripes, and four more go top to bottom to checker the backdrop. Zoom in quickly on one white square and fade to Rarity’s cart, rotating slowly under a spotlight. She and Sweetie are not in it at this point, but she pops up in the fore.)

Bass/drum shuffle with minimal guitar/mandolin accents

Rarity:                 My cart’s the most original, designed with imagination

(She slides away; behind her, wipe to Applejack regarding her own cart, also empty.)

Applejack:                 My cart’s the most traditional, just plain, no complications

(Wipe to Rainbow at the wheel of her cart and zoom out; she speeds along, a terrified Scootaloo hunkered down behind as she bumps two other carts away.)

Rainbow:                Look at me, I am the ace, might as well give up the chase

(Zoom in on Scootaloo as panels of Bloom and Sweetie—now back on board with their sisters—slide in diagonally above/below, then cut/pan to close-ups of each in turn.)

Crusaders:                Wish we could stop this race, start again and do it our way

(Rainbow/Scootaloo pass Applejack/Bloom, who are on a nearby straightaway.)

Normal rhythm resumes

Scootaloo: (sarcastically, to Bloom) Having any fun yet?

Bloom: Nope! (to Applejack) Maybe if we could go a little faster!

Spectators:                     Giddyup, Derby racers, giddyup, Derby racers

(Several of them do the wave.)

                                        Giddyup, Derby racers, go, go, go!

A major

        

(A checkered flag waves across the scene, becoming a new curve for the contenders to follow. Zoom in on Rarity, who pulls a lever to unfurl her cart’s wings—thus blocking several others from passing her due to their span, which stretches nearly the full width of the track. Normal backdrop resumes.)

Rarity:                Gotta get some attention if I want that ribbon

B flat major

(Rainbow puts the hammer down to speed ahead, throwing out clouds of dust.)

Rainbow:                Gotta push the limit further, blow away the competition

B major

(When the view clears, Applejack and Bloom are still puttering along. Cherry Berry walks past them without much effort at all and gives them a funny look.)

Applejack:                 Gotta coast on through, just relax, we’re gonna cruise it

C major

Bloom:                Guess I don’t really care, since we’re clearly gonna lose it

D flat major

(Rarity flaps her cart’s wings in and out for show and ends up irritating those who would try to overtake her.)

Rarity:                See, everypony’s watching, presentation is a glory

D major

(Rainbow and Scootaloo barrel past the teams they sideswiped.)

Rainbow:                Just passed you even faster, speed is king, end of story

(What she fails to notice, and Scootaloo does not, is that one rear wheel has started to work itself loose from the axle. Here come Rarity/Sweetie, those oversized wings still making a bottleneck for all the would-be speedsters behind her.)

Rarity:                        Bigger, bolder, down the track

(Bloom glances disgustedly aside as she and Applejack keep up their snail’s pace.)

Applejack:                        Love the view from the back of the pack

(Rainbow and Scootaloo barrel along toward the finish line.)

Rainbow:                        Won’t stop, we’re on the attack

(Three horizontal panels slide in to tile the screen, each showing one panicked young face.)

Crusaders: (spoken in time)        Too late to take it all back!

(Zoom out to a long overhead shot of the entire course, which is laid out as a four-leaf clover that stretches through all of Ponyville. Their images contract into one of its four lobes and fade away. The three sister teams are moving toward the center point where all the paths intersect. In close-up, Rarity continues to infuriate drivers with those wings, Applejack/Bloom roll toward the crossing and barely miss hitting the faster carts broadside, and the bum wheel comes off Rainbow’s cart to send her and Scootaloo skidding hopelessly out of control.)

Spectators:                Giddyup, Derby racers, giddyup, Derby racers

                        Giddyup, Derby racers, go, go—

Crusaders: LOOK OUT!!

Song ends as their collision fills the screen

(The flash of impact is accompanied by an almighty crash, a cacophony of loose clattering parts, and a curtain of dust. Gradually, the haze clears on a pileup of dazed, moaning racers and totally trashed vehicles, with a few spectators moving in to rubberneck. Rarity regards the demolished swan cart with a moan, seeing the head broken off and lying on the track.)

Rarity: My beautiful swan cart is an ugly duckling! (Pan to Applejack, standing over her own junk pile.)

Applejack: And my old-time cart is a rootin’-tootin’ wreck!

(As she speaks, the remains of Rainbow’s cart slide slowly into view, pushed by the equine motorhead herself.)

Rainbow: It still counts as a win if I push my cart across, right?

(The lost wheel bounces past on the end of this, and she then goes back to heaving and straining against the splintered hulk. Pan ahead to the Crusaders, who have extricated themselves from the mess and are standing at the finish line. Six sullen eyes watch the wheel go by, their owners showing a plethora of scuffs on helmets and coats and bits of debris stuck in disordered manes/tails. Bloom grits her teeth, causing the chin strap on her helmet to creak alarmingly, before all three fillies blow their tops.)

Crusaders: THEY’RE NOT YOUR CARTS!!

(Every single pony freezes at the savagery of this outburst.)

Applejack, Rainbow, Rarity: Huh? (Close-up of the Crusaders.)

Bloom: We were supposed to design them!

Scootaloo: And we were supposed to drive them!

Sweetie: The Derby was supposed to be for us, not the three of you! (Zoom out to frame the older trio.) Now you’ve ruined it for everypony!

(Chastened looks pass among the older sisters, who then glance behind themselves. Cut to a pan across a host of dejected/indignant entrants and their totaled rides, and stop on Rarity gazing sadly at them in the fore. The focus shifts to her as she voices a nervous little shudder; a moment later, one of the wings falls off her cart.)

Rarity: Yes, well, I suppose we might have gotten a…teensy bit carried away. (The Crusaders cross to Applejack.)

Applejack: But I thought you all wanted our help.

Bloom: We did! We wanted your help to build our carts, but we all ended up with carts that are what each of you wanted.

Scootaloo, Sweetie: (nodding) Mmm-hmm. (Rainbow steps over.)

Rainbow: But…why didn’t you say anything? (Close-up of Scootaloo.)

Scootaloo: You’ve all done the race before. I just figured you knew best. (Pan to Sweetie.)

Sweetie: Plus it’s hard to speak up to older ponies.

Rarity: Oh, I certainly understand that. But you mustn’t think older ponies automatically know best.

Rainbow: And we probably could’ve done a better job of listening to you. (Recoil.)

Applejack: Uh…I guess we owe all three of you an apology.

Bloom: (smiling) Maybe not just us.

(The three mares glance back at the other wiped-out drivers, then forward to find a stern-faced Cheerilee coming their way. Rainbow works up a lame little chuckle.)

Rainbow: Um, how do you feel about a do-over?

Cheerilee: (beaming) I think that’s a wonderful idea! (pointedly) But maybe the older ponies should sit this one out.

(The three of them at fault stitch on embarrassed little grins and somehow manage to avoid making eye contact with her. Dissolve to an extreme close-up of an orange/red portion of a cart body. Rainbow steps into view with a paintbrush in her teeth and colors in a bare spot; she has traded her helmet in for a baseball cap and coveralls, both carrying their share of grease spots along with any exposed parts of her body. A zoom out frames the entire craft, which is styled as a phoenix with raised wings and tail. Scootaloo sits in the driver’s seat, properly cleaned up and still wearing her helmet.)

Scootaloo: Thanks for helping us fix up our carts. Pretty creative, right?

(Cut to a close-up of Applejack, adjusting a spoiler wing mounted on the rear end of a wooden vehicle. She too has donned cap and coveralls, the former in place of her hat, and is plenty dirty. Zoom out to show Bloom at the wheel of this cart, an open-cockpit dragster shaped like an elongated cider barrel cut in half along its length. The wheels are painted as apple halves, the front fenders and spoiler supports are green, and red apples have been painted on both sides and the hood. Bloom is also back in proper shape, helmet and all.)

Bloom: I know it’s not traditional, but it sure looks fast, don’t it?

(Cut to a close-up of a length of yellow fringe being applied to a canopy thanks to Rarity’s magic; the curtains are pale green, secured with yellow bows. A tilt down to her on the start of the next line shows the designer in her own set of work clothes and properly gunked up.)

Rarity: You know, darling, I can’t believe I’m saying this, but…

(Longer shot: she stands alongside a traditionally styled, brown cart with yellow fringe on canopy, dashboard, and lower body panel edges. The canopy stops short of the driver’s seat, where a cleaned-up and helmeted Sweetie is sitting.)

Rarity:  …that yellow fringe is rather bold after all.

(Cut to the first two of the reconciled teams, now on the track with the vehicles; the third joins them a moment later. This time, though, each filly is running solo, with her sibling standing alongside.)

Sweetie: Thanks, everypony. We couldn’t have done it without you.

(Rainbow and Scootaloo trade a high five, and the three drivers cruise ahead as the mares gather in the middle of the track.)

Applejack: Yep. I sure am glad Miss Cheerilee agreed to run the race over again.

(Wipe to a close-up of that very mare at the starting line.)

Cheerilee: Well, it isn’t every year I get to say this twice, but… (waving a pom-pom) …Derby racers to the starting line! (Zoom out; they all pull up.) Derby racers to the starting line!

(The carts have all been rebuilt, the foals properly groomed, and every one of them is now the sole occupant of his/her rig. Cut to a slow pan across them, starting from the side opposite Cheerilee.)

Cheerilee: (from o.s.) Racers! On your marks… (Stop on her.) …get set… (waving a pom-pom) …GO!

(And go they do, to a chorus of cheers and whoops. Sweetie brings up the rear, just as Applejack and Bloom did the first time around, but she is in high spirits nonetheless.)

Rainbow: And it’s probably best keeping all the grownups on the sidelines. But…what are we supposed to do now? (Rarity thinks for a moment.)

Rarity: I think I have an idea.

(Dissolve to a close-up of a glass of lemonade resting on a table. The edge of a beach chair is just in view nearby, and Rarity’s magic levitates the drink up as the camera pans/tilts up slightly to frame her lounging in it. Having cleaned up, discarded her work clothes, and donned a pair of sunglasses, she takes a sip through the glass’s silly straw.)

Rarity: Ahhh, much better.

(Longer shot: the other two mares are taking it easy in chairs of their own, each with beverage and shades. Rainbow is disposed similarly to Rarity, while Applejack has curled up with her drink. Rarity sets her glass back on its table. All have changed and washed, and Applejack has her hat back on. They have set up their chairs on a quiet patch of grass.)

Rarity: Honestly, I’m not sure why we wanted to race those carts in the first place.

Rainbow: Seriously. (Sigh; stretch out.) This is the most relaxed I’ve been all day.

(The foals’ cheers float over, Applejack lifting her lenses for a closer look, and the camera pans a short distance to the track. Bloom zooms into view and past the camera, well ahead of her nearest competitor, and Scootaloo’s rolling phoenix comes by behind them. The pack slingshots around a curve, after which the camera cuts to a profile close-up of a very serene Sweetie, who turns to wave with a sudden grin. A quick zoom out shows her taking her time as the speed demons flash by and jump their carts over a hill. Cut to Rainbow, popping up out of her chair to hover with shades propped on forehead.)

Rainbow: GO, SCOOTALOO, GO!!

(She tacks on a hoof-pumping whoop, then catches herself and looks toward the others. Zoom out to show her on the receiving end of knowing smiles and glances above/below the tinted lenses.)

Rainbow: Uh…I mean… (Chuckle; settle back down.) …this is the life. Right, ponies?

(She pulls her sunglasses back down over her eyes and relaxes fully into the chair with a blissful sigh, but tips them up again to sneak one last look at the race. “Iris out” to black, centered on her face.)


28 PRANKS LATER

Story by Meghan McCarthy

Written by F.M. De Marco

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a treetop view of the Everfree Forest at night and tilt down to an overhead shot of a misty path. Fluttershy is walking along it, accompanied by four animal friends: her rabbit Angel, Harry the bear, and a squirrel and mouse. The following line begins during the camera motion, before she is in view.)

Fluttershy: I’m so sorry I lost track of time at our picnic. (Close-up.) I didn’t mean for us to get caught out here after dark. But there’s really nothing to be afraid of. The forest at night is the same as the forest during the day.

(A sudden gust of wind brings the whole group up short and prompts her to rethink that statement as leaves whirl on the air currents. Close-up.)

Fluttershy: Only…darker.

(Her face stretches into a very uneasy grin just before she is lifted off her hooves by something very large, brown, and furry rising from below. Its color, and the grunt that accompanies the hoist, tell the tale even before the camera tilts down to ground level: a spooked Harry has taken shelter underneath her as best he can. His teeth chatter mightily as the other three animals perch on his head.)

Fluttershy: (losing her nerve) Still, maybe we should…hurry back to the cottage.

(A shadowy form rockets past in the foreground; she and the small animals all get down, and Harry sits up so he and she can have a look.)

Fluttershy: (patting his shoulder) Nothing to worry about. No reason to—

(Now a rustle in the undergrowth stops them both cold, and the inky shape looms partway up to face them, showing only a head with a long, jagged, most unfriendly-looking beak. It utters a tormented moan that sets the entire quintet to huddling against each other for protection. Two glowing, lurid pink eyes with no trace of iris or pupil open to stare them straight on.)

Fluttershy: RUUUNNN!!

(They waste no time in doing so; she falls to the rear of the pack, but the others hit the brakes and she skids to a stop just short of slamming into Harry’s back. The apparition is now emerging from the mists dead ahead, its outline now exposed as a quadruped with bat wings and gnarled horns and hooves. It leaps skyward with another moan and rises to a hover as a lightning bolt rends the air, throwing it into a moment’s sharp relief. Cut to a close-up of Fluttershy and zoom in as her features reconfigure themselves into a look of soul-freezing terror. The creature opens its beak for a screeching roar, which is all the excuse the timid pegasus needs to let go with a shrill scream and pop into the air, legs pistoning madly as she hovers. Harry is quick to snatch her up and shield her with his brown bulk as she sobs out her fear.)

(Now the beast advances into the light—it is Rainbow Dash, having used branches for the horns, strips of bark as the beak, and bits of cloud to alter her general shape. She proceeds to laugh herself stupid as Fluttershy continues to cower into Harry’s furry grip. After a moment or two, Fluttershy opens one watery blue-green eye and Rainbow shakes herself clean.)

Rainbow: Gotcha!

(More laughter, accompanied by a flip onto her back and float down to ground level—and a bout of full-tilt hyperventilation on Fluttershy’s part that lasts for several seconds.)

Fluttershy: That wasn’t funny! You really scared me! (glaring sidewise) I hope you’re happy.

(Harry is equally unamused, and he adds a growl to back it up. Rainbow gets to her hooves.)

Rainbow: Nope, you’re too easy. You’re scared of everything.

Fluttershy: That’s not true! (Long pause.)

Rainbow: Boo.

(Fluttershy uncorks a shriek and takes off in a yellow blur, leaving a very puzzled Harry behind. She ends up hanging from a tree branch, holding on with all four hooves, and shivering as if she had just been dunked in an ice-cold lake. Harry aims an irritated huff at Rainbow, who responds with a half-shrug as if to say, “I rest my case.” Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a close-up of Rainbow sitting in her seat within the throne room of the Castle of Friendship.)

Rainbow: I mean, how could you not appreciate that?

(Overhead shot: Twilight Sparkle stands nearby, facing her, and the rest of the six mares are all on their respective thrones. Rainbow is on the receiving end of dirty looks from both Twilight and Fluttershy, the latter sitting with her forelegs tightly crossed. Spike is not present, and the central map table is bare.)

Fluttershy: Because I don’t think being scared is very fun!

Pinkie Pie: (jumping up briefly from her seat) I do! Your heart gets all racy, your hooves get all tingly, your mouth gets all draggy…

(Accompanied by the following, in sequence: her heart trying to pound its way out of her chest, her front hooves wobbling as if made of Jell-O, her lips stretching a bit to hide her teeth and take on a contour similar to those of Granny Smith. She ends the demonstration by clapping her mouth shut, returning it to normal, and letting her spirits deflate.)

Pinkie: Actually, I don’t like that part. (smiling) But the rest is great! (Cut to Twilight/Fluttershy/Rainbow; Pinkie in the fore.)

Rainbow: See? Everypony likes a good prank. They’re just jokes.

Rarity: (from o.s.) Now, Rainbow Dash… (Cut to her.) …I don’t think Fluttershy would’ve called us all here to talk about this if she thought it was funny. Everypony has things they like and things they don’t.

Applejack: (pounding table) And scarin’ Fluttershy is just lazy.

Rainbow: (scoffing) Lazy?

Twilight: A prank isn’t very good if you’re the only pony laughing.

Pinkie: (hopping over to her and Fluttershy) But what if it’s really, really, really, really, really funny?

Rainbow: (propping forelegs behind head) And I can do funny.

Twilight: (pacing behind her) I know you can. I guess the trick is making sure that your idea of funny matches the pony you’re pranking.

(The blue trickster stifles a snicker on the end of this; now Twilight reaches her seat and begins to lower her haunches onto the cushion.)

Twilight: That way—

(She gets no farther before the distinctive sound of a whoopee cushion cuts her off. It lasts for some seconds, making itself heard loud and clear in the sudden dead silence, and Rainbow gives voice to her merriment as it dies away. The Princess levitates the flattened item out from beneath herself and regards it with visible vexation. Applejack, Fluttershy, and Rarity mirror her reaction, but Pinkie instead comes down with a giggle fit of her own. She zips over to Rainbow, the camera cutting to that side of the table, and the two joke lovers break into full-voiced laughter and trade a high five as Twilight glares daggers at them.)

Pinkie: Good one, Rainbow! (to Twilight) You have to admit, that was funny! (Twilight floats the cushion away.)

Twilight: Not really.

Applejack: (from o.s,) Yeah. (Cut to her.) A whoopee cushion is like a joke shortcut. (Cut to Pinkie and Rainbow.)

Pinkie, Rainbow: (shocked) Whaaat?!?

Rarity: (from o.s.) Honestly, Rainbow Dash. (Cut to her.) If you are not willing to put forth the effort required to pull a prank that everypony can enjoy, you may as well not pull one at all.

(She thumps a hoof against the table on “everypony.” This bit of chastisement prompts Pinkie and Rainbow to exchange a worried look, which leads the pegasus to lean across the table, her dander up.)

Rainbow: Fine! If you ponies want effort— (hovering out of her seat) —then that’s just what you’ll get!

(She flies off. Cut to just outside an open upper window as she cruises out, hiding a devious grin. The others, framed in a long overhead shot from this angle, stare out after her with concern.)

Twilight: I’m not sure she understood what we meant.

(Dissolve to the exterior of the Carousel Boutique and zoom in slowly. It is daytime.)

Rarity: (voice over) I know you’re excited about the Filly Guide cookie drive—

(Cut to a closed door inside; her magic swings it open so she and Sweetie Belle can enter.)

Rarity: —but I still have to do a few finishing touches on your uniform.

(They stop short, the older sister’s face radiating puzzlement, the younger’s delight. Cut to a close-up of a foal-sized mannequin dressed in a green beret-style cap with a red ribbon hanging by one ear, narrow red neckerchief with a yellow stripe at each end, green sash around the midsection, and a red ribbon knotted at the base of the tail—the aforementioned uniform. The cap has holes cut for the ears and bears a gold emblem of a proud mare’s face in profile. The mannequin is mounted on a pole up near the ceiling, and a zoom out shows it as the topper for an enormous three-tiered cake with white icing, pink/green trim, and pink roses around the edges. The gargantuan dessert is standing in Rarity’s upper-story workspace and living quarters, where she and Sweetie have just entered; they move slowly toward it and find a card propped on the edge of the bottommost tier. Sweetie snags a bit on a hoof and eagerly scarfs it down, while Rarity floats the card off.)

Sweetie: Hmm! Not bad.

Rarity: Huh. (reading) “You’ve asked for it.” (Sweetie crosses to her, holding another chunk.)

Sweetie: What does it mean?

(She eats, smearing the stuff across her mouth and cheeks, as Rarity lowers the message.)

Rarity: Hmmm… (pacing) …I assume this is Dash’s idea of a prank, which can only mean she’s rigged some kind of booby trap to your Filly Guide uniform up there.

Sweetie: So…how do we get it down?

Rarity: (smiling fiercely) We don’t! If Dash thinks I’m going to fall for whatever she’s got in mind, she’s got another thing coming. (crossing to her sewing machine) There’s more uniforms where that one came from!

(A length of fabric is telekinetically whipped off the nearby rack and positioned under the needle. As soon as the machine whirs up to speed, though, it collapses into a pile of soft chunks—another cake—and Sweetie promptly gallops over to get a mouthful.)

Sweetie: Hmm! The sewing-machine cake is actually better than the cake cake!

Rarity: (exasperated) Rainbow Dash!

(Cue muffled laughter from the original prankster; a zoom out shows her hovering just beyond the room’s closed window. Cut to her outside.)

Rainbow: Gotcha! (Snicker.) How’s that for effort?

(She flies off. Cut to the two sisters approaching the window, seen from outside. Rarity alternates her attention between glaring out after the departing Rainbow and at the mess Sweetie has made of her face due to all this dessert gorging. Wipe to a close-up of a different window, seen from inside at night; a rope is strung along the wall, hung with assorted small bells, and a heavy pot lid dangles from a separate loop. Applejack sits up into view to hang a skillet from a hook, having removed her hat. A tap at it causes it to clank against the lid and sets all the bells jingling—a homemade burglar alarm—and a longer shot reveals that her preparations have extended to nearly every inch of her bedroom within the main barn at Sweet Apple Acres. She is sitting up in bed, and Apple Bloom steps to the doorway from the hall, taking surprised notice of the network of strands and pulleys.)

Bloom: What’s all this, Applejack? I thought you were gonna help me get ready for the Filly Guide cookie drive.

Applejack: Uh…yeah, sorry ’bout that. But Rainbow Dash has been on a prankin’ tear.

(She tugs on a free rope, the camera tilting up to ceiling level; it runs through a pulley and is connected to one end of a board over the door that holds a full bucket. Pull the rope hard enough, and the board gives way to dump the contents on an intruder.)

Applejack: (from o.s.) And you can never be too careful. (Tilt down to Bloom.)

Bloom: (backing away warily) Do you really think Dash is gonna try and prank you in your sleep? (Back to Applejack.)

Applejack: Not if I have anythin’ to say about it!

(Grabbing the bedside lamp’s pull cord in her teeth, she gives one yank to extinguish it, then lets go and settles down.)

Applejack: See you in the mornin’, sugar cube.

(One slightly worried little sister clomps away, switching off the hall light as she goes. Cut to an overhead close-up of the slumbering mare, the light gradually brightening from night to morning. She shifts a bit under the blankets, and the camera zooms out to disclose the fact that she is no longer alone in bed. A large, mud-spattered pig is facing her; the green eyes flutter drowsily open and closed, and a contented grunt brings her around for another sleepy blink. It is followed by a return to full, shocked consciousness.)

Applejack: Huh?!?

(Cut to a longer shot of the bed—which has been moved into the muddy wallow outside the pigpen outbuilding last seen in “Applejack’s ‘Day’ Off.” Morning has broken, and a rooster perched on a fence post announces it at full voice and flaps away as Applejack stands up on the bed.)

 

Applejack: (toppling, flailing for balance) Whoa!

 

(Gravity wins this round and takes her into the mud; as she pulls her head free, one of her frying pans drops into view and embeds itself, handle up. A glance toward the roof reveals the presence of Rainbow, hovering up here.)

Rainbow: Heh. Still think I’m lazy? Gotcha! (laughing, cruising away) Pigpen…

Applejack: (sputtering) RAINBOW DASH!!

(A fresh gout of mud is kicked up from o.s. to douse her, accompanied by the pig’s happy grunts and squeals, and the camera zooms out to frame it now down in the wallow with her. The besmirched earth pony lets her head flop down with a venomous glower.)

(Wipe to a close-up of Cranky Doodle Donkey approaching a mirror in his home. He rubs his eyes and smiles, the camera tilting down from his bald visage to the blond toupee resting on a dummy head nearby. Two sky-blue hooves reach into view, whisk it away, and replace it with a napping skunk. Cranky sets it on his head, grasping the full extent of the switcheroo only when the black/white-striped tail dangles down over his nose. He shoots upright with a bray, turning panicked eyes up toward the now-awake animal, and his ears droop with silent, desperate hope that it will not discharge its noxious payload. Its beady black eyes narrow and the tail cocks up, prompting him to hunch down in silent terror; cut to just outside an upper-story window, where Rainbow hovers to get a good view of the room filling with the dreaded vapors. She laughs over her success under a sky that has advanced to a later morning hour.)

Rainbow: Gotcha!

(She flies off. Wipe to Spike, standing at a small table in the library of the Castle and writing out a scroll. Once the job is done, he parks his quill in a handy inkwell, rolls/seals the document, and zaps it with his fire to send it off to Princess Celestia. Almost as soon as it has burned away, though, it drops into view and bounces off his head to land on the table. Confused over the sudden return to sender, he picks it up and fire-mails it again; another instantly bonks him in the spines, and he eyes it with increased puzzlement. Cut to Rainbow, sitting on a high ledge with dozens of scrolls stacked up to either side; she grabs one in her teeth, lets it go, and hunkers down to grin over her coup while staying out of sight. Down below, the baby dragon scratches his head and repeats his task time after time, each new scroll appearing as fast as he incinerates the old one. Cut to the throne room of Canterlot Castle, now half-buried in the scrolls. The latest one materializes and tumbles onto the pile, and the white sovereign’s head breaks the surface to aim a thoroughly perplexed look toward the camera over this sudden torrent of junk mail.)

(Wipe to a long shot of Big Macintosh hauling a cart up a steep hill on the grounds of Sweet Apple Acres, then cut to a close-up of his stolid face. A sudden tremor shakes the camera and stops him in his tracks, the green eyes popping wide in surprise, and a longer shot picks out the massive boulder that has been dropped into his cart. He is nearly at the top of the hill, but the added weight swiftly drags him all the way back down, leaving him lying on his belly. As he regards the monolith, a few apples fall into view around him; glancing upward, he finds Rainbow hovering gleefully in the air.)

Rainbow: Gotcha!

(She flies off. Wipe to a close-up of Mr. Cake in the kitchen of Sugarcube Corner, standing at a table and grinning over the sandwich on the plate before him. Licking his chops, he rubs his front hooves together in anticipation and picks up the food to take a bite. As soon as his teeth sink into the bun, there is the sound of them striking something hard; he lowers the sandwich, rubbing his jaw, and opens it to find a brick tucked in among the vegetables and condiments. The baker turns toward the door leading outside, its top half open, and finds Rainbow hovering there.)

Rainbow: Gotcha!

(Wipe to the classroom of the Ponyville schoolhouse, where a lesson is in progress. The Cutie Mark Crusaders are in the front row, Sweetie having washed her face after her earlier spate of cake-chomping. Cheerilee walks past in the foreground with one end of a pointer rod in her teeth. She stops next to the extra blackboard that was added for “The Cart Before the Ponies” and uses the pointer to swivel it so that its rear side now faces the room. What she finds to her consternation is a caricature of herself, pointer in teeth and stink lines rising from her head, eliciting a gale of laughter from her students. The irked teacher flips the board back, only to find Rainbow wedged into the frame and grinning like an idiot.)

Rainbow: Gotcha!

(She peels herself off and takes wing to stay ahead of Cheerilee’s furiously galloping pursuit. The view dissolves to a point between several cupcakes resting on a counter, the camera pointing straight up between them. Pinkie leans into view and dispenses sprinkles onto them from a shaker in her mouth; cut to a close-up of the treats—a whole box full, already iced—as she finishes and reaches into view to close the lid. A longer shot frames her working at a table on the shop floor of Sugarcube Corner; having put the shaker away, she gets her teeth onto the box and turns to carry it away. Twilight, Applejack, and Spike are standing here and waiting for her; Applejack has donned her hat and cleaned up after her unexpected visit to the pigs.)

Twilight: Pinkie! (Pinkie stops short and drops the box.)We need your help. (Longer shot: Fluttershy and Rarity are also here.)

Pinkie: Okay. (Pause.) For what?

(A still longer shot picks out the presence of Macintosh, Mr. Cake, Cranky, and all four of the animals who accompanied Fluttershy on the way through the forest in the prologue. Not a single one of these visitors—now twelve in all—is too pleased at the rash of practical jokes. Cranky has put on his toupee instead of the skunk Rainbow used to replace it. Macintosh is no longer pulling his ridiculously over-encumbered cart.)

Rarity: Are you honestly going to stand there and tell us you know nothing about all the pranking Rainbow Dash has been doing?

Pinkie: (cheerfully) Oh, no! She’s been pranking up a storm! (Berry Punch, Cheerilee, and a stallion have now joined the gathering; Cheerilee without her pointer.)

Fluttershy: Did she get you too?

Pinkie: (laughing, dropping to haunches) Oh, yeah. She and Gummy both!

(Pan quickly to a set of double doors marked with balloons in her bedroom. She crosses to these and stands up on her hind legs to open them; cut to the dim interior as the light from the room widens across it. Hanging side by side among the dresses and above a tumble of party supplies are Rainbow and Gummy—the former suspended by her hind legs, the latter by his tail.)

Rainbow: Boo!

(Back to the room; Pinkie straightens up with a bug-eyed scream of fear, then shifts into a merry laugh as the camera zooms out to frame the open closet. A quick pan brings the view back to her on the shop floor—the previous was a flashback.)

Pinkie: They got me good.

Applejack: Well, she needs to stop.

Pinkie: Stop? But pranks are so much fun!

Twilight: Not for everypony. And it doesn’t seem like Dash is taking the time to find out who enjoys them— (glancing back at others) —and who doesn’t.

(Various sounds of agreement, both articulate and not; Rarity steps across to the pink mare.)

Rarity: Uh, since you and Dash share such an…uh, affinity for pranking, we thought you might be able to get her to, um, uh… (with sudden rancor) …quit it!

(Pinkie looks uncertainly past her, the camera cutting to her perspective and panning slowly across the assembled crowd. Cut back to her and zoom in slowly as she mulls it over, eyes flicking here and there and mouth stretching into a pensive frown as she scratches the back of her head and begins to sweat.)

(Dissolve to an overhead view of her walking slowly down a path in the park land outside Ponyville, then cut to just behind her at ground level. She has a clear line of sight to Rainbow’s cloud house.)

Pinkie: HEY, RAINBOW DASH!! I HAVE SOMETHING VERY IMPORTANT TO TELL YOU!! (Rainbow puts her head out a window.)

Rainbow: Pinkie! Hey. (flying out to hover) I actually have something totally important to tell you! (She descends toward the ground.)

Pinkie: You do? (Rainbow drops toward her; she trots excitedly in place.) Ooh! You go first!

(The airborne joker glances furtively around herself, making sure that the coast is clear before speaking again.)

Rainbow: Okay. You know how I’ve been pranking everypony?

(A huge grin steals over her face, and she briefly claps both front hooves over her mouth to keep from blowing her cool.)

Pinkie: Yeah. (giggling) It’s been pretty funny! (catching herself, pawing the ground a bit) Uh, I-I mean, actually, that’s what I have to talk to you about.

Rainbow: (whipping out a box of cookies) Here, have a cookie. (Pinkie is now down on her haunches.)

Pinkie: Ooh, thanks!

(One is tossed toward her, and she leaps up to catch it in her mouth and chomp it down.)

Rainbow: So, I got to thinking. Why waste my time pranking everypony one at a time when I could prank everypony at once?

Pinkie: (swallowing, mouth gradually clearing) Mmm, wow! Everypony at once? (standing, jumping up) That sounds amazing!

(Gravity takes a coffee break, leaving her in midair as she remembers her orders again.)

Pinkie: (sputtering a bit) Um, wait! I mean, it’s not. (She settles back onto her hooves.)

Rainbow: You don’t even know what it is yet! (Another furtive look around.) Pinkie, this is gonna be the best prank ever! (holding box forward) I special-ordered these joke cookies so the colors would match my mane.

Pinkie: And…? (Rainbow leans down to her.)

Rainbow: (shoving another cookie into Pinkie’s mouth) And I’m gonna switch them with the Filly Guide cookies.

(A splotch of rainbow-striped pigment appears on the bridge of the party pony’s nose as she chews during this line. When Rainbow takes her hoof away with a snicker at the end of it, the color is seen marking the entire nose and lips.)

Rainbow: When Scootaloo and her friends sell them— (Pinkie swallows.) —everypony in town’s gonna get a rainbow mouth, courtesy of Rainbow Dash! (She laughs and throws a foreleg around Pinkie’s shoulders, leading her away.) It’s gonna be so awesome!

(Close-up of a puddle, in which the pair’s images are reflected once they move close enough. Pinkie regards her tinted embouchure with some worry and scrubs at it a bit.)

Pinkie: Uh, I don’t know. I mean, it doesn’t really seem all that funny. (Rainbow scoffs in disbelief; cut to a close-up of her.)

Rainbow: What?!? (Pinkie stands up.)

Pinkie: Maybe this is a good time to stop pranking for a while. The other ponies in town really—

Rainbow: (horrified) Stop?!?!? No way! This prank is happening, Pinkie. (pushing box into her grip) And it’s gonna be high-larious!

(She clears out fast enough to blow the fluffy magenta mane/tail sideways for a moment. The owner of said masses of hair stares searchingly after Rainbow, then slowly pulls another cookie from the box and crunches into it. Snap to black.)

Act Two

(Opening shot: fade in to the exterior of Sugarcube Corner, seen from a short distance down the block. Rainbow wings into view and toward the half-open front door, landing on the stoop; cut to just inside as she pushes the bottom half open in a bit of a tizzy.)

Rainbow: (walking in) Pinkie, what’s the deal? I told you I needed your help switching out all the Filly Guide cookies for the joke cookies.

(The top of the stairs in Pinkie’s bedroom.)

Rainbow: (climbing them into view) But when you didn’t show, I had to do it all by myself!

(A look around the place informs her that the pony she seeks is tucked into bed and turned away from her, with the normally vivid mane and protruding ears perhaps a bit muted in their hues. The closet in which she and Gummy pulled their double-team prank is now closed.)

Rainbow: Uh, Pinkie?

(Pinkie turns over with a cough; a quick zoom in picks out the bags under the tired blue eyes, the unkempt mane, and the varicolored smears still around her mouth. Rainbow crosses to her bedside with a chuckle.)

Rainbow: Wow. Your face is still pretty rainbowed.

Pinkie: (weakly) Yeah. I haven’t really— (Cough.) —been feeling well. (gesturing to nightstand; the box of cookies rests on it) And these joke cookies are the only thing that makes me feel better.

(Seeing it empty except for a few last crumbs, she snaps upright in bed and grabs at Rainbow’s chest with a sudden burst of crazed energy.)

Pinkie: You don’t have any more, do you?!?

Rainbow: (pushing her back) Uh…no, I just told you. I used them all for the prank.

Pinkie: (deflating) Oh. (She sinks back into bed.)

Rainbow: (pacing, increasingly giddy) Pretty soon, the CMC’s will start selling them to everypony in town. (hugging stairs’ newel post) Ponies will open their boxes and start eating, then all of their teeth will turn rainbow-colored, and they’ll know it was me! (She flies back to Pinkie.) It’s gonna be so awesome! (tugging at bedspread) Come on. You don’t want to miss it.

Pinkie: (weakly) Actually— (Cough; Rainbow lets go.) —I don’t think I can even stand up.

(Again she shoots up to paw at Rainbow with wild fervor.)

Pinkie: Unless you’ve got more cookies!

(The pegasus backs up into midair with an audible shudder as the patient composes herself.)

Rainbow: On second thought, maybe you better stay here and rest.

Pinkie: (sighing, weakly) Yeah. You’re right. Sorry to miss out. I’m sure it’s gonna be hilarious.

(She turns away, leaving Rainbow to think very carefully. Wipe to a close-up of the topmost box in a stack of these trick cookies. Applejack leans into view and grabs it in her teeth, flipping it to Rarity so her magic can grab it and pass it on to Scootaloo. The little pegasus catches the box on her head so Sweetie can exert her field and maneuver it upward to Bloom, who stands atop an impressive stack of the parcels. It lands on her rump, and a little flick of her muscles deposits it neatly on the top of the pile. All three Crusaders are now wearing Filly Guide uniforms identical to the one atop the giant cake in the Carousel Boutique, Bloom having removed her bow to make room for the cap. The entire operation starts inside the main barn at Sweet Apple Acres and ends just outside its door. A longer shot of the area shows that the five have been loading up a wagon whose collected boxes reach to the top of the hayloft window. Bloom bounds down as Rainbow flies to the scene.)

Rainbow: All right! Who’s ready to sell some cookies?

Crusaders: MEEEE!! (Applejack steps up through them.)

Applejack: (sternly) Look here, Rainbow Dash. (Rarity does the same.) I know you promised Scootaloo you’d help out, but I don’t want none of your pranks ruinin’ these fillies’ night.

Rainbow: Look. I’ll be with you the whole night, so you can totally keep an eye on me.

Bloom: Come on, Applejack! Let’s get started! (She gallops off.)

Scootaloo: Yeah! We’ve got a lot of ground to cover! (Ditto.)

Sweetie: (galloping after them) We want to hit every house in Ponyville!

(All three are now o.s., as is the harness end of the wagon. They have moved in its direction, and the vehicle begins to trundle slowly away, marking one or more of them as its motive power. Rainbow hides her grin and silent snicker from Applejack and Rarity before turning to them.)

Rainbow: Come on! You heard her—every house in Ponyville!

(She flies off, chuckling wickedly under her breath and leaving the other two older sisters to trade a quizzical look before they trot after her. Dissolve to a close-up of the closed front door of Fluttershy’s cottage; three young hooves reach up into view and knock, and the door swings inward to reveal one very skittish pegasus. Harry barges out past her, roaring and all set to attack any potential threat to his pony friend. All three Crusaders fire off ear-splitting screams of terror, Rainbow recoiling from the sheer force of lung as Applejack and Rarity hang back for safety. Before the ursine bodyguard can fall to, a yellow hoof reaches up to tap his chest for attention; zoom out to show Fluttershy smiling and holding a coin in her teeth. She drops it onto Sweetie’s hoof, and Scootaloo holds up a box of cookies for her to take. Through all of this, Rainbow has kept up her cringing pose from Harry’s roar and the Crusaders’ scream. She comes out of it with a timid grin and wave; he responds unsmilingly by pointing two claws at his own eyes and then turning them to point at her—“I’m watching you.”)

(Dissolve to the closed front doors of the Castle. The triplicate knock is repeated here, and Twilight’s magic opens the entrance to reveal herself and Spike. Both emerge onto the stoop, finding the Crusaders each holding one box and Rainbow three, and Twilight levitates a pouch out from within and brings up a coin from it. A hopeful nudge and grin from the baby dragon prompt her to roll her eyes disgustedly and float out five more coins. The money drops into a pouch held in Sweetie’s aura, and Twilight floats all six boxes across to herself. She and Spike return inside, taking the sweets and their coin pouch with them. Rainbow grins perhaps a bit too widely at the sale.)

(Dissolve to the exterior of the house shared by Cranky and Matilda and zoom in slowly. They stand outside the front door, facing the Crusaders as the older sisters hang back with the wagon. In close-up, Scootaloo passes three boxes to Matilda and Cranky brings forth three coins in his teeth; Sweetie uses her magic to move them into the group’s coin pouch, and the fillies exit as Cranky waves goodbye.)

(Dissolve to a close-up of a door whose top half bears a heart-shaped cutout; it opens to reveal Mr. and Mrs. Cake. A door on the main barn at Sweet Apple Acres opens next; Macintosh is behind it. Another door—Cheerilee. Each occupant smiles in turn, and a cut to Mrs. Cake shows her buying two boxes and depositing payment from her mouth to Sweetie’s pouch—now rather fuller than it was before. More coins drop in at a different place as the unicorn watches, then still more in extreme close-up, and the customers eye their boxes eagerly. Cheerilee has three, Macintosh ten, Mr. and Mrs. Cake three each.)

(From here, dissolve to the group moving slowly down a Ponyville street. Bloom is pulling the wagon, whose load is considerably reduced from its original height, and Rainbow flaps slowly along at the back, laughing fit to burst. Two more dissolves shift the time into late afternoon and then night, the inventory shrinking each time and Rainbow’s mirth absolutely not doing the same. One last dissolve frames a close-up of the Crusaders leaning in over the sides of the wagon and smiling as Sweetie stacks the few remaining boxes.)

Applejack: (from o.s.) I think you three should be real proud. (Cut to frame her and Rarity walking up on the end of this; Bloom hops down to her.) Y’all did a mighty impressive job for your first go-round.

(She tousles the exposed red forelock on the end of this.)

Rarity: You took the words right out of my mouth, Applejack. (addressing herself o.s.) Isn’t that right, Rainbow Dash?

(Not getting any immediate response, she looks around with a touch of trepidation. Pan quickly to the daredevil, who is hovering just above ground level and watching the quiet street expectantly. Close-up.)

Rainbow: (softly, rubbing front hooves together) Any minute now…

Applejack: (from o.s.) Uh…

(Rainbow snaps out of it; pan slightly to frame Applejack, Rarity, and Bloom approaching.)

Applejack: …“any minute now” what?

Rainbow: Huh? Oh, uh, nothing. Have you guys noticed how quiet it’s gotten? (flying closer) I mean, it’s still early, right?

Rarity: Of course it’s quiet. Ponies can’t talk while they’re eating those fabulous cookies. (Chuckle.)

Rainbow: You think?

Rarity: Of course. They’re probably all in a cookie coma right now.

Rainbow: Huh…maybe you’re right. I’ll go check.

(As soon as she flies off, a round of odd looks flashes between the remaining five. Rainbow cruises down the block, glancing all around herself but seeing only empty streets and silent, darkened houses. Now well and truly flummoxed, she stops in front of an upper-story window with drawn curtains and tries with all her might to see through the fabric. Once she realizes that she does not have X-ray vision, she backs off a few yards.)

Rainbow: What is going on?

(A few flaps carry her across the street to an unobstructed window, through which she can see a living room littered with loose cookies and empty boxes. The camera cuts to within this space and pans quickly from one disordered section to another.)

Rainbow: (from o.s.) Okay. (To a third.) Definite cookie-eating happening.

(Back to her, seen from inside through the window.)

Rainbow: (slightly muffled by glass) But where is everypony?

(Outside again; she turns away from the house.)

Rainbow: They must have seen their rainbow mouths by now. They should all be running out into the streets. (One occupant stalks past behind her, eyes narrowed to a scowl.) Unless everypony went to bed early.

(She zooms off, homing in on the upper stories of Sugarcube Corner, all its windows as dark as the others throughout town. Cut to within Pinkie’s room, the camera positioned near a curtain-covered window; she eases the drapes open for a peek inside. The window itself is open.)

Rainbow: Pinkie?

(No answer. She flies in, dropping until her hooves make contact with the floor that is just off the bottom edge of the screen. A loud crunching noise greets the touchdown, and she cringes and lifts one front hoof—which is now daubed with the cookies’ rainbow pigments. A downward glance discloses the presence of a box, smeared with crumbs and colors from the cookie she has just stepped on. She gingerly picks her way across the floor, dodging the wild scatter of boxes and their contents; her hoof is now clean.)

Rainbow: The whole town got the cookies, and now everypony is shut up in their houses. (hesitantly) You don’t think there’s something wrong with the joke cookies, do you?

(A sudden clangor from somewhere else in the building jars her out of her spell of ratiocination. Cut to the ground-floor storage room; she flies down the stairs that give onto this area and plants all four hooves on the boards, only to be met with a second round of noise. Boxes and cookies are thrown about here as well, and a look over to the kitchen tells her that it is in the same sorry state. Pan slightly away from her to show Mrs. Cake hunched down over the oven, her face turned away from the camera. Rainbow crosses to the kitchen, her face breaking into a relieved smile. Cut to just in front of the older mare, framed so that one shoulder and a sliver of face are in view; the edge of a discolored smear can be discerned near the mouth, and she mechanically raises/lowers her foreleg, chomping noisily at something. Rainbow approaches.)

Rainbow: Mrs. Cake! (wiping sweat from forehead) Phew! Have you seen Pinkie? I was thinking I might have something to do with her not feeling great.

(She hazards a step or two closer; now the camera cuts to just behind Mrs. Cake, showing the cookie box from which she is gorging herself. The further sound of stertorous breathing, combined with the sight of a slightly messy mane, causes Rainbow to recoil a bit.)

Rainbow: Uh… (moving closer) …Mrs. Cake?

(A tap on the blue earth pony’s back elicits no response for a couple of seconds. When she does turn around, the eyes are bagged and contracted into crazed points and the mouth/chin/nose are smeared with the rainbow gunk. She speaks in the drawn-out, raspy, mindless monotone of horror-movie zombies; and her coloration, like Pinkie’s, is a bit washed out.)

*** All lines marked with one asterisk (*) are delivered in this fashion. ***

* Mrs. Cake: Cookies! Cookies!

(Back to Rainbow on the end of this; she voices an audible shudder and starts to back away before the reaching front hooves.)

Rainbow: (hastily) I-I can see you’re busy! I’ll come back!

(One hind leg comes down in a box, causing her to stumble backwards and hit the floor on her back near a cabinet. The sound of its latch being undone throws a fresh scare into her, and the door swings open to give her an all-too-clear view of Pinkie in the same condition as Mrs. Cake, with a half-chewed mouthful threatening to spill down her chin.)

* Pinkie: (leaning into the light) Cookies!

(Back to Rainbow on the end of this, seen in an upside-down close-up from above. Her horrified scream splits the air as Pinkie looms over her and young, inarticulate voices assert themselves.)

* Pinkie: More cookies!

(During this line, cut to the source of the new disturbance—Pound and Pumpkin, also afflicted and shambling out from behind the counter. The camera then shifts back to the terror-stricken pegasus and zooms in slowly as Mrs. Cake and the twins advance into view from different directions.)

* Mrs. Cake: Cookies…

(Snap to black.)

Act Three

(Opening shot: fade in to an extreme close-up of the prone Rainbow’s trembling face, lower lip caught in teeth, and zoom out quickly to an overhead shot on the next line. The three Cakes and one Pie have her penned in on three sides, with the kitchen counter along the wall blocking off the fourth, and continue their shambling advance.)

* Pinkie, Mrs. Cake: Cookies…

(The instant she gets her brain back into forward gear, she zooms up to the ceiling. The camera cuts first to her and then to her perspective of the stricken quartet during the next two lines, which overlap slightly.)

* Mrs. Cake: Cookies…

* Pinkie: Cookies…

(Back to the flying ace on the end of this; it is enough and too much for her, and she bails out. Cut to the exterior of Sugarcube Corner; the top half of the front door bursts open and she hurtles down the block as they come slowly after her, opening the bottom half.)

* Pinkie: More cookies…

(Cut to Rainbow on the end of this mindless repetition. Voicing a shuddery little moan, she turns into a side street but comes up short with a gasp upon finding Lyra Heartstrings and Twinkleshine coming her way, just as bad off as Pinkie and the Cakes.)

* Lyra, Twinkleshine: Cookies…

(Rainbow zooms up to rooftop level and begins to survey the neighborhood, finding only ponies that have fallen victim to the brain-scrambling sweets. Out of breath due to exertion or fear, she makes a beeline for the town hall and touches down in front of a fountain near it. The sound of crunching draws her ear, and the camera pans to follow her glance off to one side, where Twilight and Spike are sitting with their backs to the camera. On the ground before them is an open box of cookies, from which they are eating their fill.)

Rainbow: Twilight! You gotta come with me to Sugarcube Corner! Something’s going on with the Cakes! Well…not something, exactly…I mean, it may have something to do with these joke cookies.

(The Princess and her number-one assistant lift their heads—slowly—and pivot to stare at her—much more quickly. Both of them are in the same state as all the other ponies Rainbow has come across. Spike moans under each of Twilight’s next two lines.)

* Twilight: Cookies!

Rainbow: Oh, no! (They advance toward her; she takes off.)

* Twilight: Cookies…

(Wipe to a long shot of Fluttershy’s cottage, which stands out from all the buildings in Ponyville in that its windows are fully lit. A panicked Rainbow pops up in the fore with a shaky little moan and glances off to one side, the camera panning to follow. She catches sight of the animal lover and several of her charges, including Angel and Harry, gathered around a hollow log; each face is turned away from the camera, but Fluttershy has the telltale paleness of the affliction. In close-up, Rainbow steps over to her and taps her on the shoulder; all but Harry are in view.)

Rainbow: Fluttershy—

(All faces swivel toward her, confirming that they have succumbed as well.)

* Fluttershy: Cookies!

(Harry leans down over her and roars, showing himself to be in as poor a shape, and Rainbow peels out. Wipe to the darkened kitchen within the main barn of Sweet Apple Acres. The door bursts open, and Rainbow zips inside, slams it shut, and leans her back against it to catch her breath. Within seconds, she has grabbed every loose or movable item within easy reach and piled them up in front of the door as a barricade. A wordless moan from a cracked old voice brings her attention around in one high-strung split second; sure enough, here comes Granny, hobbling in from the living room alongside Macintosh. Both have fallen to the scourge, and the massive stallion’s eyes are pointed in two different directions.)

* Granny: Cookies!

(Rainbow has just enough time for one freaked-out glance over her shoulder toward them before the camera cuts to just outside this door. She bursts out, nearly smashing it off the hinges and scattering the items she used to block it off, and flies away over the grounds as Macintosh and Granny plod after her.)

* Granny: Cookies!

(Wipe to the front door of the Carousel Boutique. Applejack, Rarity, and the Crusaders are out here along with the wagon from which Bloom has unhooked herself, and Rarity floats up a ring of keys to slot one into the lock.)

Applejack: You sure you don’t mind us all comin’ over?

Rarity: Oh, of course not. (hugging Sweetie) I think the girls have earned a little celebration for all of their hard work—and I have plenty of sewing-machine cake left over. (floating up a box of cookies) Unless anypony wants a cookie?

(A blue/rainbow streak blasts into view and kicks the container away.)

Rainbow: DON’T TOUCH THOSE!! (Dirty looks from Rarity and Sweetie.)

Rarity: Oh! There is certainly no call for that. There’s plenty for everypony.

Rainbow: Come on! We gotta get outta here!

Applejack: What in tarnation are you goin’ on about?

Rainbow: There’s no time! You have to follow me!

Rarity: Oh, Rainbow Dash! If you want all of those cookies, you will have to buy them, just like everypony else.

Rainbow: I don’t want the cookies!

(The all-too-familiar sepulchral moaning kicks up, and she turns to find a brigade of zombie ponies coming her way across the meadow.)

Rainbow: But they do!

Rarity: W-W-W-What’s happening?

Rainbow: (grabbing Sweetie) I’ll explain later. Come on!

(Scootaloo is already in the wagon by this point, and Applejack boosts Bloom up after her. Rainbow drops Sweetie in after them, stuffs herself into the harness, and starts pulling as fast as wing power will let her go. Applejack and Rarity gallop alongside as the mindless hulks begin to overrun the area. Wipe to a head-on view of a rise in the terrain, the camera retreating quickly as the six refugees advance into view over it.)

Sweetie: We need to find somewhere to hide! (A wrinkled green hoof plants itself in their path.)

* Granny: (from o.s.) Cookies!

(Long head-on shot of her, the camera now riding next to one wagon wheel and zooming in quickly; they have reached Sweet Apple Acres. As she stands in their path, eyes out of alignment and giggling madly, Rainbow grimaces and drags the wagon into a hardpan-tearing swerve to avoid a collision.)

Applejack: This way!

(She leads them through the orchards, a few boxes flying over the tailgate to hit the ground in front of the horde coming in from a side path. As their shadows loom over the dropped treats, the view dissolves to a long shot of a barn standing by itself elsewhere on the property, under a sky thick with unfriendly gray clouds. The main doors and hayloft are closed, and the sound of hammering is heard from within. Cut to an extreme close-up of Applejack’s rear hooves, rising into view to buck a couple of nails into place on a board inside—reinforcing the sealed doorway. The space is dimly lit, and the view cuts to a slow pan across the rest of the interior. As Rarity levitates a pile of nails, Rainbow spits out the hammer in her mouth and heaves for breath. The windows have been secured with a haphazard array of boards running in all directions.)

Rainbow: Did we lose them?

(Scootaloo peeks through a gap; cut to her perspective, panning slowly across the empty yard.)

Scootaloo: W-Why are we running from the ponies of Ponyville? (Back to the Crusaders on the end of this; Applejack crosses to them.)

Sweetie: What happened to all of our friends?

(Rainbow sighs and retrieves a box from the wagon.)

Rainbow: (opening it, smiling weakly) I think it’s something in the cookies.

Applejack: (scoffing) That’s ridiculous. Filly Guide cookies haven’t changed for years. It’s not like there’s a new ingredient that’s turnin’ the whole town into cookie-cravin’ zombies. (Rainbow flies slowly across to her.)

Rainbow: Uh…unless there is.

Rarity: What are you saying?

Applejack: (sternly) What did you do?

(The joker gets no farther than a very nervous grin before several hooves punch through the boards over the nearest window and reach blindly inside.)

* Ponies: (moaning, from outside) Cookies…

(A second window gives way next, followed by an alarming creak of wood from the doors as they begin to buckle.)

Rainbow: Cover the windows!

(She shoves a stack of hay bales over as a barricade for one, Sweetie floats a spare wagon wheel into the frame of the other, and Applejack and Rarity roll a hay-filled wagon in front of the doors. Cut to just outside the gap between them; Cheerilee starts to close in, but is stymied when Applejack slaps a fresh board into place. A longer shot paints a very dire situation indeed, with equine victims trudging toward the barn from a dozen different angles. Inside, Rainbow pushes a crate along the wall and rises to a hover as the other five gather in. The camera is positioned for an overhead shot, and her face is the only one of the six that can be seen.)

Rainbow: Okay. So I may have switched all the Filly Guide cookies for joke cookies that were supposed to make ponies’ mouths rainbow, but somehow turned everypony into mindless cookie-eating zombies instead!

(Extreme close-up of a lantern resting on the crate as she finishes. One sky-blue hoof punches the button to turn it on, and she lifts it up, the camera panning to her.)

Rainbow: I figure if we just hide out here until the effects wear off, and as long as nopony else eats the cookies, we’ll be fine.

Rarity: (from o.s., woodenly) That’s lovely, darling.

(Cut to her, at a short distance with head bowed and eyes closed. Even though she is standing outside the brightest of the lantern’s glow, enough light falls on her to pick out the fresh rainbow smears around her mouth and nose. As she speaks, she steps forward just enough to show that her colors have faded a bit and a few strands have popped loose from her mane.)

Rarity: Except for one thing.

(Move fully into the light. Raise the head and open the eyes. She is indeed down with the sickness.)

* Rarity: We’ve already eaten them!

(If Rainbow were wearing socks, she would certainly be scared out of them by this sight and the cacophony of guttural moaning that accompanies it. A midair pivot brings her nose to nose with Applejack, who has also given in.)

* Applejack: Looks like your prank up and backfired!

(The winged mare shoots up to the rafters with a cry, dropping the lantern so that it rolls to illuminate the Crusaders—now victims, one and all.)

* Crusaders: Cookies!

(As they and Rarity close in, Applejack bucks the wagon away from the doors; one shocked gasp from Rainbow later, and the ponies outside have battered their way into the barn. An overhead shot shows her hovering over a pile of cookie boxes, with the main horde pouring in through the doors and Rarity and the Crusaders coming at her from the side. Back to ground level; she drops to her hooves and frantically gathers up a few leftovers.)

Rainbow: (backing up, pushing the rest behind her) No! No! Stay away! They’re making you sick! You don’t want these!

* Pinkie: But we do. We want cookies!

Rainbow: (whimpering) Please! Stop! (She falls to her haunches before the reaching hooves; zoom in slowly.) I never meant for this to happen! It was just a harmless prank! It was supposed to be funny! BUT THIS ISN’T FUNNY AT ALL!!

(The camera has reached an extreme close-up of her by this point, and a shadow looms over her.)

Pinkie: (from o.s., triumphantly) Exactly!

(One red-violet eye pops open in shock at hearing this perfectly normal, perfectly perky voice, and the camera cuts to her perspective of the throng. Manes, tails, and coats have returned to their full coloration and been properly groomed, but the faces still hang in fixed glares and slack-jawed stupor—all except Pinkie, who displays a broad grin. The others quickly copy her, and the rainbow residue is swiftly wiped off every face.)

Rainbow: What?!? (She stands up.) Wait. What’s happening?

Rarity: (floating a comb up to straighten her own mane) Just delighting in pranking the prankster.

Applejack: (chuckling) Yeah. How does it feel to get some of your own medicine?

Rainbow: (stammering) So…you’re…not sick? None of you are?

Pinkie: (poking her with a knee) Of course not, silly!

All but Rainbow: GOTCHA!! (Harry growls amiably along with them.)

Rainbow: This…was all…a prank?!?

Applejack: Yep, and you can thank Pinkie Pie. After you told her about your plan to prank the whole town, she got everypony together and came up with a way to turn the tables on you.

Pinkie: Aw, shucks, it was nothing. Just a little something I threw together.

Rainbow: (mind still blown) Uhhhh…

Scootaloo: Wow! You should see your face!

Bloom: (laughing) Talk about funny!

Rainbow: (sputtering indignantly) Well, I don’t think it’s very funny, and I’m the one that got pranked! I was really scared! I thought I made everypony sick! Y-You can’t just go around—

Twilight: —pranking whoever you feel like?

Fluttershy: Without thinking about how it might make them feel?

Rarity: Or if they’d even enjoy it?

Applejack: Or think it’s funny?

Rainbow: (needled) Yeah! (It finally sinks in.) Oh! I see what you did there.

Pinkie: Pranks can be a lot of fun when everypony has a good time. I thought you just needed to see what it’s like when they don’t.

Rainbow: I…guess I did. I’m sorry, everypony. I haven’t really been thinking about how other ponies feel.

Fluttershy: Well, I hope you learned your lesson.

Rainbow: Totally! You ponies pulled off an amazing prank. (Zoom in; she puts on a calculating smile and rubs her front hooves together.) I’ll have to work extra-hard to top it.

(Cut to her perspective, panning slowly across the crowd—all staring dumbstruck at her incredible obtuseness. There is no sound except for the chirping of a solitary cricket and the soft creak of the barn’s timbers. After a few seconds, the camera cuts back to her.)

Rainbow: Gotcha!

(All laugh as the camera zooms out slowly and the view dissolves to the exterior of the barn, their good cheer remaining audible. The zoom out continues before the view fades to black.)

(The usual closing theme does not accompany the credits. In its place is an abbreviated version of the background score that played from the start of Act Three to the moment that Rainbow found Twilight and Spike eating cookies. Discordant, suspenseful strings with low brass and deep percussion; funereal 4; starting in E minor and wandering through several keys to end in B minor. The slow, steady, crunching creak of footsteps runs throughout to underscore the mood, and the piece ends with a harp flourish.)


THE TIMES THEY ARE A CHANGELING

Story by Michael Vogel, Kevin Burke, Chris Wyatt

Written by Kevin Burke, Chris Wyatt

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Note:                All crystal ponies seen during this episode have the bright solid coloration that

indicates “mid-level” good spirits, rather than the translucent crystalline

appearance of their most positive emotions.

Prologue

(Opening shot: fade in to a long shot of a train chugging across a snowy landscape during the day. Pan to follow it into the grassy outskirts of the Crystal Empire, then cut to Twilight Sparkle inside one car, gazing excitedly out the window.)

Twilight: I hope Shining Armor and Princess Cadence don’t think it’s too soon for me to come back to the Crystal Empire for a visit.

(She turns away, the camera panning slightly to frame her and Starlight Glimmer side by side on a seat; the latter reads a book held in her aura.)

Twilight: But I just know Flurry Heart’s grown so much already. I wonder if I’ll even recognize her.

Starlight: She’s the only baby they have, Twilight. (lowering book) I think it’ll be pretty easy to figure out who she is.

(The Princess grumbles a bit at this jibe, prompting her student to shut the cover and put on a humoring smile.)

Starlight: Sorry. (touching her wing, setting book on seat) I know you want to visit your niece as much as possible, and I’m excited to see Sunburst again. I just don’t want to fall behind on my friendship lessons back home.

Twilight: Starlight, your work in Ponyville isn’t going anywhere. Besides, I think we all know you can learn about friendship anywhere. (addressing herself o.s.) Right, Spike?

(Starlight turns to follow her gaze; cut to the aforementioned baby dragon, parked on a different seat. He has donned a trenchcoat, wide-brimmed fedora, and sunglasses, and he folds up the newspaper he is holding up to conceal his face. A small valise rests alongside.)

Spike: (deep voice) Spike? Who’s Spike? (Twilight scowls as Starlight smiles.)

Starlight: Pffft! Uh, you’re Spike, Spike, and why are you dressed like that?

Spike: (own voice, groaning, throwing paper aside) Guys, you’re blowing my cover! (He crosses to them, carrying his luggage.) How’d you even know it was me? (It is set down.)

Starlight: Because you’re you— (Close-up; she leans down to him.) —in a coat, hat, and glasses. Also, we’re the only ones here.

(A quick zoom out confirms this assertion; there are indeed no other passengers in this train car. Spike looks around himself as recognition sinks in.)

Spike: Right.

Twilight: Spike, why do you need a disguise?

Spike: (removing shades) The last time we came to the Crystal Empire, there was a lot going on with the new baby and the Crystalling, but I still got mobbed in the street. (Shades on; cut to the two mares.)

Starlight: I wouldn’t say “mobbed.”

Spike: (from o.s.) And this is just a family visit. (All three again; he continues smugly.) I wouldn’t want the presence of Spike the Brave and Glorious to turn it into some kinda circus.

Starlight: We get it. The crystal ponies adore you.

Twilight: He did save the Empire—twice. (Spike starts rooting around in the valise.) But still—

(Close-up of her; random items are flung past.)

Twilight: —I don’t think your presence will turn our visit into a circus.

Spike: (from o.s.) Not if I find the right disguise, it won’t.

(Her eyes pop a bit; cut back to him—now with a bushy orange wig resting on his cranium, topped by the hat. Zoom out to frame Twilight and Starlight aiming extremely quizzical looks down at him and the junk he has scattered around the aisle—including a little Rarity doll. He leans against the end of their seat, propping himself up with one arm and grinning broadly, and the two spectators shift into indulgent smiles. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a close-up of the three travelers standing on the platform at the Empire’s train station. Twilight and Starlight look confusedly around themselves as Spike adjusts his coat lapels; he no longer has the valise.)

Starlight: Uh…disguise or not, Spike, I don’t think you need to worry about being mobbed.

(Zoom out quickly to a long shot. The train has pulled out, and the only sign of life is a single tumbleweed drifting along in the wind. The next three lines echo slightly across the distance.)

Starlight: Nopony’s here. (A hawk’s cry rings out.)

Spike: It’s like a ghost town. (All three start walking.)

Twilight: I’ve got a bad feeling about this.

(Wipe to the upper portion of a tall domed building within the Empire proper and tilt down to the street corner on which it stands, to the sound of clopping hooves. The three are making their way down the block and casting wary eyes over the total lack of equine activity.)

Starlight: (slowly) Yeah…this is weird. (They stop.)

Spike: I guess I don’t need the disguise after all.

(As soon as he pulls off the sunglasses, hat, and wig, a throng of crystal ponies instantly crowds the thoroughfare, to the great surprise of all three. Zoom out as a babel of excited voices the air.)

Mare 1: Ooh! It’s Spike, the Brave and Glorious!

Mare 2: He’s come to save us yet again!

(The little guy finds himself hoisted overhead and carried a few steps, his coat stripped off.)

Crowd: (chanting) Spike! Spike! Spike! Spike!

Spike: Save you from what?

Starlight: Yeah, what’s going on?

Twilight: Why was everypony hiding?

(Two mares at the back of the crowd take notice of the new arrivals and turn worriedly to one another. The next three lines are delivered in hushed tones.)

Mare 3: Oh, it sure looks like Princess Twilight and her pupil.

Mare 4: But how can we be sure? (A stallion joins them.)

Stallion: We can’t! E-Either one of them could be the…you know…

(Scared almost completely senseless, he peels out. Highly puzzled blue and purple eyes exchange flummoxed glances; noticing them, Mare 3 starts to hyperventilate and grabs the cheeks of Mare 4, pulling her back and forth.)

Mare 3: (between breaths) What if this…isn’t…the real Spike?

(She drops her companion, who rises to her hind legs.)

Mare 4: Everypony RUUUNNN!!

(The admirers vacate the street in a blink, leaving Spike in midair above a few dissipating wisps of multicolored dust. He slams to the crystalline pavement on his back and sits up, rubbing his head; close-up of Twilight and Starlight.)

Twilight: Okay. Something strange is definitely going on. (Groan from the o.s. Spike; zoom out to frame him.)

Spike: (sarcastically) You think?

(Dissolve to the square beneath the Crystal Castle and zoom in slowly. The Ponyville three walk up to a pair of guards in full armor, and a close-up picks them out as pegasus stallions—one light yellow, the other violet, both with gray tails and helmet crests. Yellow raises a front hoot to bar their passage.)

Yellow: Who goes there?

Starlight: (gesturing to Twilight) Um…you don’t recognize the Princess of Friendship? (He lowers the hoof.)

Yellow: Of course we recognize her.

Violet: But that doesn’t mean it’s really her.

Spike: (stepping forward, smiling) It’s okay, guys. (winking) They’re with me. And any friend of Spike the Brave and Glorious is a friend of the Crystal Empire, am I right?

(He cocks a knowing eyebrow at the two guards.)

Violet: (thoughtfully) Huh. It does look like him.

Yellow: Well, it would, wouldn’t it? I’m sorry— (leaning down to Spike) —but we’ll need to see some proof of identification.

(The dragon’s spirits wilt in the moment that lapses between this directive and the next voice, underscored by the sound of approaching hooves.)

Princess Cadence: (from o.s.) We’ll take care of things from here.

(Spike brightens as the guard backs off. Here she comes, accompanied by Shining Armor in his full armor and Starlight’s old friend Sunburst, last seen in “The Crystalling.” Floating in Sunburst’s aura is a small baby seat that holds Flurry Heart, the royal couple’s daughter. Each adult face is firmly dialed into its maximum “no nonsense” setting.)

Twilight: Oh, Cadence, thank goodness! What’s going on?

Shining: We can explain, Twilie—if it really is you.

(A nod to his wife sends her over to her sister-in-law. Cadence starts the following with the dance she and Twilight first did in “A Canterlot Wedding,” and Twilight quickly joins in.)

Cadence:                Sunshine, sunshine—

Twilight, Cadence:        —ladybugs awake.

                        Clap your hooves and do a little shake!

(They embrace with a contented hum, and Cadence backs off to stand next to a now-smiling Shining.)

Shining: It’s okay, everypony! It’s her.

(The guards smile and stand at ease as Sunburst walks up; now the infant can be seen working on a baby bottle.)

Starlight: Of course it’s her! (She hurries over to him.) What’s all this about?

Sunburst: A changeling’s been spotted nearby.

Twilight: (shocked) A changeling?

Spike: That’s not good.

Cadence: No, it’s not. (Long overhead shot of the group; slow pan.) After Queen Chrysalis took my place at our wedding and invaded Canterlot with her army of minions, we’re not taking any chances.

Sunburst: Changelings feed off of love. (Close-up.) And ever since Flurry Heart’s Crystalling, the Empire is filled with more love than anywhere in Equestria. It’s possible they’ve come for the baby.

Shining: That’s why we posted the extra guards, and why we’re—

Twilight: —checking everypony’s identity.

Cadence: (sighing) I’m sorry for all of this. (smiling) Flurry Heart’s really been looking forward to seeing you.

(The tyke adds a cheerful little coo to affirm her mother’s assessment, and Twilight, Starlight, and Spike gather around to smile at her.)

Twilight: (extending a foreleg; Flurry grabs it) Oh, she’s gotten so big! Starlight and I will do whatever we can to help protect her.

Cadence: To be honest, having you here is already a big relief.

(Yellow whispers in Shining’s ear for a moment.)

Shining: Hmm. The Royal Guards were wondering— (Violet and Yellow grin.) —if Spike the Brave and Glorious would like to join in the search for the changeling.

Spike: Really?

Twilight: Uh, I don’t know if that’s such a good idea, Spike. It sounds dangerous.

Spike: (pacing, flexing muscles) Come on, Twilight, this is Spike the Brave and Glorious you’re talking to. Have you ever known me to run from danger?

Twilight: (glancing worriedly away) Um… (Shining leans over to them.)

Shining: He’ll be safe with our guards.

Spike: (with bravado) Or will your guards be safe with me?

(To which Twilight can manage only an eye roll and sigh, followed by a gentle smile. Dissolve to a long overhead view of Spike and a squad of Royal Guard stallions, one of whom is Yellow, marching through a tract of snowscape outside the Empire under a gloomy gray sky. Zoom in slowly on them through the rocky crags that dot the area.)

Yellow: Spike the Brave and Glorious.

(Head-on shot: all but Spike stop. Violet and Yellow are at the head of the formation. The others visible behind them are all pegasi and have the same coat color as Violet. Some tails and helmet crests are gray, others reddish-pink.)

Yellow: You’ve faced the evil changelings before. What can you tell us? (Spike stops short, caught off guard.)

Spike: Oh! Uh…well, they are changelings, so they…can…change.

Yellow: (to others) Do you hear that? These monsters can look like any of us, so be on guard, guards—even more than normal!

Spike: (smiling) And they could be anywhere. (His perspective; they snort angrily down at him.) So… (Back to him.) …we should cover as much ground as possible.

(He becomes all business in a heartbeat.)

Spike: (pointing to one side) You! Search that way! (pointing to other side) And you! Search that way!

(Each command is met by part of the squad thundering off in the indicated direction, and a subsequent zoom out shows him now standing alone on the plain.)

Spike: And…I’ll…just search…here, I guess. (Close-up.) Not many places to hide.

(The brows lower over the reptilian green eyes, and he cautiously approaches a small boulder about as tall as he is.)

Spike: Unless that rock is a changeling. (addressing it) Okay, rock, how do I know you’re really a rock? (He glares at it.) Hmm. Not talking, huh? Well, you can’t fool me!

(A kick fails to get any information out of it, but succeeds in throwing him off balance so that he tumbles backward with a yell. Instead of thumping down into the snow, however, he drops through it and is lost to sight, a prolonged scream fading out as the upper portion of the rock breaks loose and slides in after him. Cut to the baby dragon, sliding on his back down a steep, snowy incline and with his lungs working overtime. The mineral mass bounces after him as he barrels through a low-ceilinged passage and into the open toward a broad ravine. He slams into a stalagmite at the edge and hangs on for dear life, a few clumps of dislodged snow falling over the precipice and followed by the rock. Cut to an extreme close-up of his face, eyes squinched shut in mortal terror until he dares to open them once he hears the stone hit the bottom, and zoom out.)

Spike: Phew!

(Planting a string of kisses on the stalagmite that has saved him from meeting that same fate, he stands up.)

Spike: Okay. (pacing) Maybe it’s time Spike the Brave and Glorious went back to, uh…protect those guards.

(He stops with a weak chuckle, which gives way to a yell of horror. A longer shot frames more of the icy cavern he has wound up in, which includes a vertical surface that displays his mirror image. Spike sighs and waves to himself.)

Spike: Just my reflection.  

(He turns away through the snow, but the duplicate does not copy his movements; instead remaining in place. Spike doubles back.)

Spike: Huh?

(Now the copy begins to act as a mirror image again, replicating every move he makes. Hold out one palm, then the other; zip to one side; return to center; laugh and make a goofy face.)

Spike: Hmm. (scratching behind one ear, walking away) Just my imagination, I guess.

(The charade ends abruptly when the second Spike slips and falls on his back. By the time the real one can whirl back to the “mirror”—actually only a gap in the ice wall—the other is upright and dusting himself off. He grimaces at being caught out, and a lick of pale blue flame washes up over his form, disappearing to leave a flesh-and-blood changeling standing in the snow. Spike voices a scream of brain-melting terror before the view snaps to black.)

Act Two

(Opening shot: fade in to a close-up of him.)

Spike: (shivering, stuttering badly) CHANGELING!!

(His legs give out and he falls onto his rump, but the shape-shifter impassively regards him with two solidly pale blue eyes. Only when it cocks its head toward him does he scramble up and run for his life. It speaks up in a nervous young male voice—this is Thorax.)

Thorax: No, wait! Come back!

(Spike does nothing of the sort, screaming full volume as he runs smack into the stalagmite that kept him from falling into the ravine. Now, though, the impact knocks him silly and he totters over the brink, screaming along every inch of the free fall. In extreme close-up, he covers his eyes to prevent himself from having to see his inevitable end, only to have his downward momentum sharply arrested. As he brings his hands down, the camera zooms out to show that Thorax has clamped his fanged jaws around the scaly tail and is hovering in midair.)

Spike: This is unexpected.

(He is airlifted out of the ravine and dropped onto the snow, where Thorax hovers in front of him. Now his voice takes on a tone of chronic insecurity.)

Thorax: The ice is pretty slippery. (He touches down.) I wouldn’t want you to get hurt because of me.

Spike: You…saved me? (Close-up of Thorax.)

Thorax: It’s okay. I know you don’t want to be friends. (He starts to flit away.)

Spike: (from o.s.) Wait! (Stop/turn; cut to him.) I don’t understand. Changelings are supposed to be evil…right?

Thorax: (touching down) Evil? Oh, not me. All I’ve ever wanted is a friend.

(Zoom in slowly on him and dissolve to a close-up of an egg standing upright as it starts to shake from inside. Pieces of others litter the floor in this space.)

Thorax: (voice over) From the moment I first split my egg in the nursery hive.

(As he speaks, the shell’s upper end cracks and flakes away so that a hatchling—the newborn Thorax—can poke his head up amid a runnel of grayish slime. The face is dark gray, but the rest of the body is a white, grublike structure with dark spots. The hue of his eyes indicates that the colors of this recollection are slightly faded. He looks wonderingly around himself, the camera zooming out quickly to pick out the cavernous chamber in which he and dozens of eggs are scattered about. Some are on the floor, others on the ceiling, and several have already hatched. In a close-up and slow pan, narrowed eyes glare and forked tongues hiss all hostility as Baby TH hunkers back into his eggshell and whimpers softly. The newborns crawl across the cavern floor toward and up the pocked legs of a much taller changeling, who proves to be Chrysalis when the camera tilts up to frame her fully. Her horn glows a sick green as she levitates a hatchling and grins savagely down at it, throwing a fresh scare into Baby TH.)

Thorax: (voice over) I…was…

(Cut to him, now fully grown and hovering indecisively above Canterlot as the swarm attacks during Part Two of “A Canterlot Wedding.” As he speaks, the view cuts to Twilight and her five friends, surrounded by changeling duplicates and bracing for a scrap. The faded colors continue through this memory as well.)

Thorax: (voice over) …part of the attack on Canterlot during the royal wedding. But I’d never seen true friendship like that— (They leap; he holds his position.) —and I couldn’t just steal it and feed on its love. I wanted to share it.

(Long shot of the entire city; the turbocharged spell cast by Cadence and Shining sends all the invaders hurtling toward parts unknown. Just as one of them is about to hit the camera, the screen flashes white and fades to a close-up of Thorax in the present.)

Thorax: After that, I knew I couldn’t live with my kind anymore.

(Cut to Spike, eyes tearing up and head spines sagging a bit at the pathos of this story.)

Thorax: (from o.s.) I set off looking for love to share, but… (Spike snaps to.)

Spike: But…what? (The spines straighten.)

Thorax: I’m starving! And there’s so much love in the Crystal Empire right now! I-It’s what drew me here! (Close-up.) But it’s driving me crazy! (Zoom out; Spike smiles and touches his face.)

Spike: That would be from the royal Crystalling. It’s pretty much a giant outpouring of light and love for a new baby.

(Without warning, the changeling growls in the back of his throat and lets go with a feral, snarling hiss, his tongue extending to full length for a moment. As soon as he reels it back in, he comes over in a panic.)

Thorax: Oh! Sorry. (Cut to Spike; shivering and recoiling; he continues o.s.) I’m just so hungry! (Long overhead shot of both; slow pan.) If I had a friend, maybe the love we shared could sustain me, but… (hanging head) …I don’t think the crystal ponies want to be friends.

(Close-up of Spike, who thinks for a tick before inspiration strikes.)

Spike: What if I told you there was somepony they respect and admire so much, he could convince them to give it a try?

Thorax: If only that were true.

Spike: It is! I mean, I am! It’s me, Spike!

(His big grin is met with blank-eyed confusion.)

Spike: Spike, the Brave and Glorious? (Still nothing.) I’m sure you’ve heard of me.

Thorax: No, but I was raised by an evil queen. I’m Thorax. (smiling, laughing a bit) I can’t believe you want to help me!

Spike: Why? Hasn’t anypony ever just been nice to you?

(Here comes that savage hiss again, with lashing tongue. By the time he gets himself under control, Spike has dropped into a huddle.)

Thorax: Oh! Sorry, sorry! (Spike stands.) Kindness like that kind of brings it out. Do you still want to be my friend?

Spike: (smiling) Of course! And I am one hundred percent sure I can get the whole Crystal Empire to be your friend too.

(Thorax does it again, right in his face; he gets a fright but keeps his footing as Thorax corks his own mouth with both front hooves.)

Spike: But…maybe I should just, uh…talk to them first. (Shaky grin.)

Thorax: (nodding, muffled) Y…yeah.

(Dissolve to a long shot of the square beneath the Crystal Castle, where two guards are standing watch.)

Yellow: (voice over) What do you mean?

(Close-up; other guards gather in around the pair. They are in one of the corridors.)

Yellow: Did you see the changeling?

Violet: Did you defeat the evil creature?

(Cut to Spike, standing before them and smiling proudly.)

Spike: (leaning against a table) Defeating a changeling would be brave, but do you know what would be glorious?

Yellow: Defeating two changelings?

Violet: (eagerly) Defeating all the changelings? (Close-up of Spike.)

Spike: Not having to fight the changeling at all—because I made friends with him.

(He flashes a toothy grin, but is absolutely poleaxed when a gale of laughter comes down on top of him. Zoom out as the two speakers yuk it up, then cut to them.)

Yellow: Oh, wow! For a second I thought you were serious.

Violet: Could you imagine? Friends with a changeling? (All calm down.)

Spike: (indignantly, crossing arms) I am serious! He wants to be friends.

(Another round of laughter sours him even more on the prospect of working with this lot.)

Violet: Oh, right.

Yellow: Not only are you Spike the Brave and Glorious—(resting a foreleg on his head) —you’re also Spike the Hilarious! (Violet chuckles; Spike throws the leg off.)

Spike: I’m not joking! The changeling is nice!

(A beat of silence, and the two pegasi fall all over themselves and him as Spike seethes at their refusal to accept his account. Both shut up as soon as the next voice cuts in.)

Shining: (from o.s.) I’m sorry— (Cut to him, standing at a doorway and tapping a hoof for emphasis.) —but I don’t think it’s funny. The changeling queen Chrysalis kidnapped Cadence and cast a spell on me.

(Violet and Yellow, now standing at attention, ease one step off to the side and then vanish in a steel-colored blur and clatter of armor plate. Spike glances worriedly after him before Shining leans down to aim two icy blue eyes at him.)

Shining: There’s no such thing as a nice changeling.

Spike: (cowed) You’re right, Shining Armor. Sorry. That was a…bad joke.

(Wipe to the ice cavern. Thorax walks to the edge of the ravine, but flies back to rendezvous with the arriving Spike.)

Thorax: (excitedly) So? So? Uh, what did they say? (Land; walk next to Spike.) How many new friends do I have?

Spike: (pulling ahead; Thorax stops) Well, it…didn’t go exactly the way I thought.

(The stubby legs halt, the head droops, and his half-shrug tells the rest of the story and brings Thorax’s head down as well.)

Thorax: (sighing heavily) I understand. (turning away) Well, thanks for trying. I…I guess it’s not surprising. How can you expect ponies who look like this…

(He transforms into a crystal pony colt whose coat is ice-blue, with a slight green tint. His eyes are a deeper blue-green, and he has a curly, two-tone dark bluish-gray mane/tail. The mane is held back with a light gray band, and a slight pivot shows him to have a cutie mark of an urn marked with a horseshoe pattern. This alter ego is Crystal Hoof, but his voice remains unchanged.)

Crystal: …to trust something that looks like this?

(Back to his true form; now Spike has a fresh brainstorm.)

Spike: I think I might know!

(The dark gray head tilts in puzzlement. Wipe to a closed doorway within a corridor of the Crystal Castle; after two guards march past side by side, one door swings open so Spike can have a look. Satisfying himself, he steps in and gestures toward the doorway, which is the cue for Crystal to step apprehensively in after him.)

Twilight: (from o.s.) Spike!

(All four eyes pop; in a longer shot, she trots to them from around a corner.)

Twilight: If you’re done searching for the changeling, Starlight and I could use your help. We’re working on a protection spell for Flurry Heart, and nopony takes notes like you.

(The same four eyes trade uneasy looks—“what now?”—for a moment before Spike comes up with any words.)

Spike: (scratching side of head; Crystal backs up slowly) Uh, actually, Twilight… (smiling, moving forward, sweating a bit) …I, uh, wanted to introduce you to my friend…uh…

(Cut to his perspective: an extreme close-up of a cluster of crystal facets that form one of the columns lining the walls.)

Spike: …uh, Crystal, uh… (Pan to Twilight’s hooves.) …Hoof!

(Tilt up to the winged unicorn’s now-puzzled face.)

Spike: Crystal Hoof, heh. (Cut to the three.) My good friend Crystal Hoof. (He pushes Crystal forward.)

Crystal: (raising a front hoof) Nice to meet you. (Twilight smiles and taps one of hers to it.)

Twilight: Oh! Well, it’s nice to meet you too. How do you know Spike?

Thorax: Oh, uh, Spike and I go way back. (Spike zips in front of him.)

Spike: (hastily) To the Equestria Games! (composing himself) Uh, that’s when we met. (Brief grimace and sweating fit.) We’ve been pen pals ever since. (Twilight leans down to him.)

Twilight: Pen pals? (beaming, straightening up, flapping wings) Spike, you could’ve been using my pen-pal quill set! Why didn’t you tell me?

Spike: Well, I…I pretty much only write to him when you and Starlight are…studying.

Crystal: I like to brag to all my friends about my letters from Spike the Brave and Glorious. (Close-up: Spike starts to sweat again.)

Spike: (forcing a laugh) Yeah!

(Zoom out to frame Crystal as he joins in on the inauthentic kidding about and very real perspiration, which last for an awkward moment.)

Twilight: Well, I’m sure Starlight and I can manage, if you want to spend time with your friend.

Spike: Great! Crystal Hoof promised to take me around the city.

(She goes her way and they go theirs, Crystal voicing a giddy yelp once she is out of earshot.)

Crystal: That was amazing!

Spike: I told you.

(Dissolve to a long shot of the square, Spike leading Crystal along one of the main streets, and cut to a close-up of the colt’s enraptured face as he looks around. They come to the corner at which Spike was mobbed at the beginning of Act One, but this time the reaction to his presence is considerably more civilized. Two mares approach to talk with him, and all three laugh as Crystal looks on with a serene smile. Next the camera cuts to a group of spectators and pans ahead to frame the two tourists at their head. As Spike regales the crowd with stories, Crystal begins to pass him autographed publicity photos so he can give them out. It does not take long for some of the locals to engage Crystal in conversation; he beams as the camera pans from him to stop on a thoroughly satisfied Spike as the onlooker this time.)

(Dissolve to a corridor within the Crystal Castle. Violet and Yellow step into view from around a corner, followed by Spike and Crystal. Close-up of the guards.)

Yellow: (softly, to Violet) Crystal Hoof is nearly as entertaining as Spike himself.

(He gets a nod in reply; pan back to the smaller pair.)

Crystal: (sighing blissfully) This place is everything I’ve ever dreamed of! (Face falls; he addresses Spike softly.) But I can’t keep pretending to be a crystal pony forever…can I? (Longer shot of all four; pan to follow them.)

Spike: Relax. You’re winning them over. (Close-up of him and Crystal.) Pretty soon, nopony’ll care that you’re a changeling. (They smile at each other.)

Cadence: (from o.s., sharply) Spike!

(Both cringe at that single word and move toward its source. Cut to the throne room as they run/gallop in to stop before the seat of power, where Cadence is standing. To her left are Twilight, Starlight, and two guards; to her right, Sunburst floating Flurry in her baby seat, Violet, and Yellow. Flurry is no longer working on the bottle she had in Act One and is taking a nap.)

Cadence: (stepping down) Twilight told me you were off with a friend.

(The dragon can only get out a half-strangled burst of laughter as Crystal chews his lower lip.)

Cadence: (smiling) And any friend of Spike the Brave and Glorious is a friend of mine.

(At her gesture, Crystal walks up to get an eyeful of Flurry, who gurgles and waves her stubby little forelegs sleepily in his direction. Cadence crosses to them.)

Crystal: Oh, she’s so beautiful! (unnerved, trembling) There’s so much love around her! (backing away) I…I…

(The blue-green eyes start to cloud over with his pale blue fire; he squeezes them shut, but the radiance leaks out through the lids, and in one swift flash he is Thorax again. Instinct has taken over to force a snarling hiss from his throat, bringing gasps from first Cadence and then Twilight/Starlight.)

Thorax: (backing away, choking on words) I…I’m so…sorry!  I-I can’t, can’t…stop!

Twilight: Spike! Get away from the changeling!

(Between Thorax’s two sentences, Twilight and Starlight take a step toward him and Sunburst puts a protective bubble around Flurry, shifting her out of the baby seat and moving it behind himself. Now Twilight warms up her horn, but Spike plants himself squarely in front of the interloper.)

Spike: Wait! No! (Her magic envelops him.) You don’t understand!

(The energy hoists him off the floor and maneuvers him over between Cadence and Sunburst/Flurry.)

Sunburst: This changeling replaced your friend to get close to the baby! What other explanation could there be?

Spike: I…

(He looks forlornly from the pink Princess on one side of him to the o.s. violet one on the other. Pan quickly to Twilight and Starlight, both ready to throw down, then to Thorax now standing very painfully alone and undergoing a fresh spasm.)

Spike: (softly) I don’t know.

(The solid blue eyes pop wide open and tear up at this act of betrayal, and Thorax utters a soft whimper and flies for the doors.)

Yellow: (as all four guards gallop to pursue) After it! Don’t let the changeling escape!

Cadence: (to Spike) I hope your friend is okay.

(He takes a few steps out and stops, letting tears brim in the green eyes.)

Spike: Yeah. Me too.

(One of them slides down his cheek before the view fades to black.)

Act Three

(Opening shot: fade in to the square beneath the Crystal Castle. Two guards keep their eyes peeled as three others gallop past; cut to a close-up of a thoroughly deflated Spike out walking.)

Yellow: (from o.s.) Spike. (He approaches; Spike stops short.) You should go find Crystal Hoof while we hunt down the changeling.

Spike: I’m pretty sure he doesn’t want to see me.

Shining: (from o.s.) Spread out!  

(Yellow gallops away; cut to the Prince now standing amid the troops as he joins them.)

Shining: The changeling is probably still nearby!

(They follow orders and he races away with one group, leaving Spike by himself.)

Spike: Actually, I’m pretty sure he ran as far away from here as possible. (An idea hits him.) But I bet I know where!

(Now it is his turn to beat feet. Wipe to the underground ice cavern.)

Spike: (running into view, calling out) Thorax! Hello? (He hurries toward the ravine.) I just want to apologize! I should’ve stood up for you!

(Cut to an extreme close-up of a rock, which he tips up for a fruitless look underneath.)

Spike: Aw, come on, Thorax! (Plunk it down.) I know you’re in here!

(A lick of blue flame, and the chunk has transformed into one good-and-angry changeling who leans down to let blue eyes bore into green.)

Thorax: Leave me alone!

(A hiss sends Spike reeling backward with a cry; he stops at the very edge of the ravine, a patch of which crumbles away beneath him. Only a last-second grab at the lip keeps him from going down for the count.)

Spike: Uh…um…little help?

Thorax: Why do you think I would help you? I’m an evil changeling!

(Having the product of his own actions thrown back in his face chastises the baby dragon greatly.)

Spike: Because you’re my friend. I just wish I had been one to you.

(His claws give way on the snowpack, and he plunges out of sight with a scream. In extreme close-up, two dark gray hooves latch onto his flailing hand; zoom out as Thorax airlifts him back to the surface and drops him into the snow before touching down to face him. All rancor is now gone from the insect-like face, replaced by an air of utter defeat.)

Thorax: It’s okay. I know it’s hard. Everyone in the Crystal Empire loves you. I couldn’t ask you to give that up for me.

(The brows draw down over the closed green eyes, which open with a sudden burst of resolve.)

Spike: You don’t have to ask. (He starts for the passage to the surface…)

Thorax: What are you gonna do? (…and then stops briefly, turning to face him.)

Spike: What I should’ve done in the first place.

(The violet feet get moving again. Wipe to a room within the Crystal Castle; orders are barked in all directions as guards begin searching in here and sprint past the doorway outside. The scene in the corridor is as chaotic, with several sets of doors already thrown open and stallions galloping through them. Cut to just inside the open doors leading to the throne room and zoom out to frame Starlight watching the efforts with concern. She turns to address herself in the general direction of the royal seat.)

Starlight: I know it’s bad that there’s a changeling around, but—

(Longer shot; Twilight, Cadence, Shining, Sunburst, Flurry, and one guard have gathered in here, and Flurry is back in her baby seat.)

Starlight: —is all this really necessary?

Cadence: If there’s one changeling, there may well be a whole army on the way. (Twilight crosses to her and Shining.)

Twilight: True, but Starlight has a point. This is getting a little out of hand.

Cadence: (sighing) I understand, but I don’t know what else we can do.

Spike: (from o.s.) I do!

(All eyes turn toward the doors; cut to them and zoom in on him and a contrite Thorax standing side by side. There is a round of shocked gasps and yelps, accompanied by Sunburst magically nudging his glasses up a bit, and Shining moves closer as several guards take up defensive positions.)

Shining: Spike! What are you doing? Get away from that thing!

Spike: No. He’s not a thing. His name is Thorax, and he’s my friend.

(Another round of gasps, louder than the first; Thorax shoots a very worried glance to Spike, who returns a supremely confident one before stepping forward to face the gathering. The lights in the room dim, except for a spotlight that follows his motions.)

Quiet piano/woodwind melody with backing strings, moderate 4 (F major)

Glockenspiel accents on opening bars, dropping out as first verse begins

Spike:                Would you say I’m a hero, glorious and brave

                If I told you something you wouldn’t believe?

(Wavering dissolve to the entire tableau, normally lit; all the ponies turn away from Thorax, and he gallops away from Spike as the background fades out.)

                That sometimes I’m scared, and I can make mistakes

                And I’m not so heroic, it seems

(The spotlight returns to him; now he addresses first the guards, then Twilight/Starlight/Cadence/Sunburst.)

                

Spike:                But if day can turn to night, and the darkness turn to light

(Normal lighting resumes; he crosses back to Thorax and lifts his chin.)

                Then why can’t we imagine a changeling can change?

Cymbal flourish; brass in

(Against a solid blue background, two identical stallions leap out from an imaginary vertical line down the center. The one on the left turns into Thorax, scaring the other into a hasty retreat.)

Spike:                No two ponies are exactly the same

(He disappears behind a rain of snowflakes, two of which separately depict his true form and his Crystal Hoof disguise at their centers.)

                No two snowflakes ever match their design

(Extreme close-up of one settling onto a violet palm; the fingers squeeze shut.)

                And I thought I was strong, but I was nothing but wrong

(He moves over to console Thorax, the spotlight following him.)

Glockenspiel in for next line only

                When I forgot to be friendly and kind

(It flares up before the guards now as he straightens up into view, then follows him as he slides over to Twilight and company. The expressions of Twilight and Starlight have softened a hair.)

Spike:                But if day can turn to night, and the darkness turn to light

(Lights come up; dissolve to him facing Thorax.)

                Then why can’t we imagine a changeling can change?

(Dissolve to the statue erected in his honor, showing him holding the Crystal Heart aloft, then to him standing in the same pose.)

Woodwinds/brass out; glockenspiel accents in for first line of next verse only

Spike:                 Would you say I’m a hero, glorious and brave

(Dissolve to a slow pan across his downcast visage in the throne room, then to one across the skeptical spectators. Shining has now joined them; Starlight’s face has hardened again, but Twilight is still unsure.)

                If I told you something you wouldn’t believe?

(To Thorax; Spike gestures toward him. Lights dim to leave Spike in a spot.)

Woodwinds/brass/acoustic guitar in

                This changeling, it seems, knows the real me

(Thorax advances into the circle of light.)

                And would stay by my side ’til the end

Cymbal flourish; light percussion in

                So if day can turn to night, and the darkness turn to light

(Normal light resumes in the throne room; the stony countenances before him begin to yield.)

Intensity builds

                Then why can’t we imagine, just why can’t we imagine

(Overhead view of the face-off; zoom out slowly.)

                Then why can’t we imagine a changeling can change?

Intensity/instrumentation drops back as he finishes

Song ends with one last quiet chord

(There is dead silence in the throne room once he finishes, broken only by the shimmering sound of the magic Sunburst is using to hold up Flurry’s baby seat. Spike stands despondently, seeing hostility on some faces and indecision on others; presently Twilight shoulders her way through to face him and Thorax.)

Twilight: (quietly) Spike, I’m so proud of you.

Spike: (smiling) You are?

Twilight: (beaming, hugging him briefly) Of course! You’re a celebrity here in the Crystal Empire, and you just risked all of it for a friend. (He grins.) I can’t imagine anything more brave than that.

(She straightens up and turns to address the others.)

Twilight: As the Princess of Friendship, I try to set an example for all of Equestria. But today, it was Spike who taught me that a new friend can come from anywhere. I guess everypony still has things to learn about friendship—even me. And if Spike says Thorax is his friend— (turning to face Thorax) —then he’s my friend too.

(She holds out a front hoof, prompting a surprised smile and step forward from him. Extreme close-up of it, zooming out as he gratefully takes it in one of his own with tears gathering in his eyes.)

Thorax: Thank you!

(He wipes them away; cut to frame all on the start of the next line, Cadence/Shining/Starlight/Sunburst stepping forward with Flurry floating alongside. The distrustful glares have been replaced by welcoming smiles.)

Cadence: On behalf of the Crystal Empire— (holding a foreleg forward) —I would like to extend my hoof in friendship, and I am sure all of my subjects are eager to do the same.

(Cheers and whoops erupt throughout the throne room as Thorax smiles at Cadence, tears about to spill the banks of his eyes again. She floats Flurry up out of the baby seat, spooking him a bit as he remembers what happened the last time he was this close to her, but the little foal puts him at ease with a coo and blush.)

Shining: Welcome to the Crystal Empire, Thorax. I’m sorry we didn’t take the time to get to know you. Maybe we can change that now. (Cut to Thorax, his eyes dry; zoom in slowly.)

Thorax: That’d be so amazing! I want to know all about friendship, and maybe one day I can take that knowledge back to the Changeling Kingdom. (Longer shot of the group; slow pan.) If my kind learned how to create love for one another, maybe they wouldn’t have to take it from others!

Yellow: To Spike the Brave and Glorious!

(Fresh cheers and jubilation as the guards gather in closer, hoisting both new friends overhead. Spike flips a thumbs-up to Thorax; cut to Twilight as Starlight steps up alongside.)

Starlight: Looks like you were right after all.

Twilight: Right about what?

Starlight: Friendship lessons can happen anywhere.

(Both smile at the celebration as the view fades to black.)


DUNGEONS & DISCORDS

Written by Nick Confalone

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to an extreme close-up of a set of saddlebags. Fluttershy’s hoof reaches into view and opens one flap so she can drop in a pair of earmuffs, and a longer shot frames the bags and assorted cold-weather gear spread out on the floor in her cottage. She flies across the room to pick up a small coin purse in her mouth, the camera panning to follow; by the time she returns, Discord has appeared out of nowhere and is holding a teapot and two cups on a tray.)

Discord: Tea? (She gasps and drops the purse; he scans the floor.) Trendy coat, bedroll, saddlebags? (laughing, throwing a forelimb around her shoulders) Oh! A surprise vacation just for the two of us? How thoughtful!

(He has set down the tray by this point, and in another moment he has backed off and is lounging in a beach chair under an umbrella among drifts of sand. Black sunglasses cover his eyes.)

Discord: I hear Puerto Caballo is lovely this time of year. (He scoops up some of the…) Sand like powdered sugar.

(A puff of air sends the fine grains across the room toward Fluttershy, who regards them worriedly.)

Fluttershy: Um…Princess Celestia’s taking us on an overnight goodwill tour of Yakyakistan. I just found out.

(Her nervous grin is answered by the draconequus’ gasp and his eyes very nearly popping out of their sockets, the lenses of his shades flipping up in the bargain.)

Discord: So, what you’re saying is… (removing them) …no tea?

(He stands up with a disdainful scoff, now holding the tea tray again and with all traces of the shoreline relaxation gone.)

Discord: Well… (clearing throat) …that’s fine. I wasn’t thirsty anyway.

(The whole rig is folded up like a piece of paper, and he stretches out the upper edge of his brown body fur like a shirt collar and drops it in. Fluttershy thinks for a moment, then smiles.)

Fluttershy: If you’re looking for something to do, you could spend the evening with Spike and Big Mac.

(This suggestion earns her a round of hearty laughter, during which Discord describes a slow loop-the-loop. It only peters out once he realizes that the hopeful smile has not left the yellow face.)

Discord: You aren’t kidding.

Fluttershy: (pulling saddlebags toward herself) They’re very nice. They have a top-secret thing they do whenever we leave Ponyville— (laughing, shifting a box) —although everypony knows about it, so it’s not a very good secret. I think you’d have fun with them.

Discord: (scornfully) Fun with sidekicks? Oh, you must think that we’re in a dimension where everything is opposite.

(A snap of his talons, and all the colors of the room and its occupants have become their own photographic negatives. The next two lines echo weirdly.)

Discord: (sappily) Da-de-la! I’m Opposite Discord, and I want to hang out with Spike and Big Mac. I’m sure I’d have fun.

Fluttershy: (flying up into his face, borderline unhinged) Well, guess what, sassafras! I’m Opposite Fluttershy, and I’m sick of being nice and quiet all the time!

(By the time she finishes, she has managed to back him down far enough to bend him triple. Another snap restores the natural colors; she instantly backs off and he stands upright.)

Discord: Let me explain it to you as simply as I can. Me, amazing. Them? Uh, well, I’ve already forgotten who we’re talking about. You see? (Fluttershy settles down to the floor.)

Fluttershy: All I’m saying is, it’s an opportunity to expand your circle of friends.

(She transfers the coin purse into her bags and stands up with a teasing little smile.)

Fluttershy: Unless you’re afraid they won’t like you?

Discord: Oh, please. Don’t stoop to tedious reverse psychology. (disdainfully) You’re better than that.

Fluttershy: It never hurts to make new friends.

(Nipping the end of a rolled blanket in her teeth, she pulls it closer to the bags as he lets a snort convey his low opinion of this idea.)

Discord: Consider it considered.

(Away he goes with a poof; she adds a bedroll to her pile of equipment and shuts the open saddlebag flap, humming to herself. An instant later, it flips back thanks to the miniature Discord that has shown up inside; she gasps sharply upon noticing him again.)

Discord: (pleadingly, clasping paw/talons together) Couldn’t I just come with you instead?

(She meets his beseeching expression with a gentle smile. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the sun in a peaceful blue sky and tilt down to a long shot of the Ponyville train station. Fluttershy and Discord are on the platform, the former fully loaded up with her luggage and wearing a sweater, the latter back to his normal size.)

Discord: (overwrought) I suppose this is goodbye, then. (airily, smiling in close-up) Have an absolutely fabulous voyage.

(A surreptitious snap of the digits on his lion paw causes a smoldering volcano to appear on the horizon—and the train tracks to corkscrew their way straight up the slopes and into its crater. Once Fluttershy gets an eyeful of it, she fixes him with a steely gaze.)

Fluttershy: Discord…

Discord: (gasping, feigning innocence) Well, it’s not my fault the new train route leads into an active volcano. Guess you’ll have to stay.

(Finding himself on the receiving end of an eyebrow that slowly rises to mark its owner’s complete lack of amusement, he drops the act.)

Discord: Oh, you’re no fun.

(The volcano disappears at his next snap; she smiles, and in short order here come Twilight Sparkle, the rest of her friends, Spike, and Big Macintosh. All but the baby dragon and the big stallion are kitted out for cold-weather travel.)

Applejack: I got my bedroll, parka, unattractive but functional hikin’ boots…uh, anything I forgot, Pinkie Pie? You’re our resident Yakyakistan expert.

Pinkie Pie: Nope! I brought yeti food!

(Her cheery grin stands out in sharp contrast to the concerned looks that steal over all the other faces. Long pause.)

Pinkie: Did I forget to mention there’s a pony-eating yeti on Frost Field Glacier? (Another pause.) We’re gonna have so much fun! (Bigger grin.)

Rainbow Dash: Heh. If he messes with us— (punching at air) —I’ll turn that yeti into confetti!

(The whistle of an approaching train cuts off any further braggadocio, and it pulls in at the platform. Almost as soon as the doors slide open, Applejack finds herself being bulldozed toward one of them by Macintosh.)

Applejack: Heh. Somepony’s in an awful quick hurry to get us outta here. (She steps on board, followed by Fluttershy and Rainbow.) Don’t y’all have too much fun without us.

(Pinkie hops after them, leaving Twilight, Rarity, Spike, Macintosh, and Discord on the platform.)

Twilight: (smoothing Spike’s head spines, elbowing him) I bet you boys have big plans. Right, Spike? (His eyes and Macintosh’s pop in surprise.)

Spike: I’m sure I don’t know what you’re talking about. (Macintosh nods; he whips over to Rarity.) Although if I did, I certainly wouldn’t be allowed to discuss it with you girls.

(The white unicorn gives him a slightly irked look and heads for the train, with Twilight close behind.)

Twilight: Bye-bye!

(Spike and Macintosh grin at each other as the whistle sounds off again; now the doors are closed and the wheels begin to roll. Applejack waves from a closed window.)

Applejack: (slightly muffled by glass) Bye, y’all!

(The other five mares copy her gesture, each at a different window, and in short order the train has departed to leave Discord and Spike/Macintosh standing at opposite ends of the platform. The trickster waves a handkerchief in farewell, but quickly folds his forelimbs and adopts a surly expression. Spike and Macintosh hunker down for a quick private talk, their next three lines being delivered in barely audible whispers.)

 

Macintosh: Nope? Yup?

Spike: Uh, I don’t know what to say. I mean, I hope he comes and I kinda don’t. What do you think?

Macintosh: Ee-yup.

 

(The exchange ends with a pair of calculating smiles. Discord, still doing his best not to take notice of them, has stowed the hanky and now conjures up a magazine whose cover depicts him as a 1980s-era yuppie. He gets to reading.)

Discord: Fascinating article, yes. (Chuckle; whisper to himself.) Don’t let ’em come over, please don’t let ’em come over. (Spike and Macintosh move toward him.) Please don’t let ’em come over, please, please, please…

(Realizing that the battle is lost, he throws the periodical aside and turns to them with a big smile.)

Discord: Oh! Salutations, my friend. Wish I could stay and chat, but…I don’t want to. (He turns to walk away.)

Spike: Uh, wait! (Freeze.) Um…w-we were…wondering. What are you up to tonight?

(He and Macintosh grin nervously, the former scratching the back of his neck and the latter nodding, and Discord slaps his lion paw over his face and pulls it down with a weary sigh.)

Discord: (whispering, to himself) Here we go… (He pivots back to them.)

Spike: Do you want to…I don’t know…hang out? Is that, like, something you do?

Discord: (smiling, normal volume) Ohhh! Twilight’s friend and Applejack’s monosyllabic brother. If only I weren’t super-busy this evening.

(Cross forelimbs. Glower at the pair.)

Spike: (to Macintosh) I guess Guys’ Night will just be you and me.

(Their move toward the steps leading down from the platform prompts Discord to rethink his attitude, and he flies over to intercept them as they descend.)

Discord: A Guys’ Night? You mean a rowdy evening of reckless revelry? Zoot suits, fedoras, swing dancing? (He claps with nervous excitement.)

Spike: Uh, something like that. You should totally come. (scratching back of neck) The three of us would be way better than two.

(Again the double grin, accompanied by Macintosh’s nodding.)

Discord: (stroking beard) That does sound fun, actually.

Spike: Too bad you’re busy.

(Discord vanishes in a burst of light, then reappears in front of the pair as a business-suited executive seated behind a desk that floats just off the ground. A bit of rooting around in a drawer yields a calendar, which he inspects. Nestled behind his bushy white eyebrows is a dark gray toupee.)

Discord: Well, I suppose I could squeeze you in if I move a few very important ponies around.

(Cut to an extreme close-up of an intercom speaker at one corner and zoom out as he pushes its button and leans down to address it.)

Discord: (New York accent) June, honey, be a dear. Re-schedule Luna and K-K.

(Finger off button; he addresses the camera as an aside in his normal voice.)

Discord: That’s what I call Princess Celestia. What a hoot! (On again; accent resumes.) In fact, clear the whole evening. Tonight is Guys’ Night.

(Cut to Spike and Macintosh, a touch perplexed by this new scenario.)

Discord: (from o.s., gesturing toward them) These fellas invited me to spice things up and bring a little class to the whole affair.

(Desk and Discord flash away, only for the joker to emerge from the ground and sweep one male up in each forelimb. His suit and toupee are gone, and he reverts to his normal voice.)

Discord: Tonight will be the best night of your lives, and not just because you get to bask in my greatness.

Spike: I do love basking in things. (winking) See you tonight. (Grab one of Discord’s ears; whisper into it.) Twilight’s castle. The fun starts promptly at sundown.

(The moment he lets go, the chaos master drops both him and Macintosh to the dirt.)

Discord: Technically, the fun starts when I arrive, but I’ll make sure it’s around sunset. (bowing) Adieu, fellas.

(Instead of walking away, he twists his serpentine body into a whirling circle that shrinks down to a point and finally winks out. Smiles pass between Spike and Macintosh as they set off. Dissolve to the sun sinking behind the hills that stand past the farthest reaches of Sweet Apple Acres.)

Spike: (from o.s.) And…we have sundown.

(The sky has now completed its transition into the starry purple of early evening, and the camera tilts down to frame the little guy, standing on a balcony of the Castle of Friendship. He has an excellent view of Ponyville from here.)

Spike: (turning away from rail) Repeat, we have sundown.

(Cut to just inside the doorway that gives onto this balcony; he bounds in toward the waiting Macintosh.)

Spike: I declare tonight’s Guys’ Night ceremonies officially open!

Macintosh: (rearing up) Eeeeeee-yup!

(The two start dancing around each other in the corridor, occasionally bumping together.)

Spike:                It’s Guys’ Night

Macintosh:                                Yup

Spike:                 Aw, yeah

Macintosh:                                Yup

Spike:                Having fun now

Macintosh:                                Yup

Spike:                 Oh, yeah

Macintosh:                                Oh, yeah

(A trumpet fanfare brings an abrupt end to their jubilation; they hurry down the stairs leading to the entrance hall, but stop on the landing.)

Spike: What the hay?

(Zoom out to put two horns in the foreground, one extending from either side of the screen. The arms holding them are clad in jacket sleeves with ruffled shirt cuffs and one set of digits is clad in a glove, but enough features are left exposed to mark the blowers as clones of Discord. The camera then cuts to a long shot of the main entrance’s open double doors, confirming their identities and marking them as heralds. As they finish the fanfare and lower their instruments, a tiny figure scurries in from the front steps; a close-up picks it out as a miniscule third duplicate, dressed the same as the others. He stops just past them and unrolls a scroll.)

Tiny Discord: (reading, high squeaky voice) “Announcing the much-anticipated arrival of the Spirit of Chaos and Disharmony, the Purveyor of Pandemonium—” (Cut to Spike and Macintosh, trading confused looks; he continues o.s.) “—Lord of Lawlessness, Earl of Turmoil, Bringer of Bedlam…”

(Back to him; now he imitates a trumpet flourish and spreads his forelimbs wide, showing the scroll to bear only a rough doodle of his own face.)

Tiny Discord: (gesturing toward doors) …Discord!

(Pan quickly to them. The lights have been lowered, but a broad spotlight shines on a huge sheet of paper that has been strung up to depict the mayhem master as a basketball player going up for a slam dunk. Cheers are heard from nowhere as clouds of artificial fog boil out from behind it and a second, brighter spot flicks on to rove all over the hall. This eventually stops on the sheet, through which the real McCoy bursts in the same outfit and carrying a ball, which he dribbles back and forth and spins on one lion-paw digit. Finally he lets it fly as if trying to sink a half-court shot; it arcs toward Spike and Macintosh, but bursts into a shower of confetti and streamers just short of their heads. He poofs onto the stairs a moment later, having stripped out of his game apparel; normal lighting resumes in the hall.)

Discord: So, shall we hop to it? (pulling out a scroll) I made a list of the rowdiest establishments in Ponyville.

(This is unrolled, proving to be roughly half as long as it is wide and contain only two entries.)

Discord: It’s rather short. (Spike and Macintosh trade a look.)

Spike: Actually, we’re staying here. (Macintosh nods.) I hope you like awesome games! (They trade a high five.)

Discord: Games?! I love games. I’m great at games.

(A taloned snap transforms the area into a wood-paneled living room that would not be out of place in the 1970s, complete with a bar and stools at one end. A coffee table stands in the center; a bewildered Spike and Macintosh sit on a couch near it, and Discord has taken an armchair across from them. He produces a bowl filled with paper slips.)

Discord: Famous pony charades? (Draw one and read.) Oh, this is an easy one.

(Both it and the bowl are tossed aside in opposite directions.)

Discord: Who am I?

(Passing his paw and talons over his head and neck, he turns them white and changes his mane to the multicolored, flowing one of Princess Celestia. Duplicates of her horn, tiara, and necklace manifest themselves as well, and the white of his neck gradually shades downward into its natural brownish-gray at the base. The camera is positioned to frame him only from the waist up, but a sliver of pastel hair can be seen poking up into view from below to indicate that he has replicated Celestia’s tail as well.)

Discord: (pointing to himself) Huh? Huh? (Spike and Macintosh stare blankly.) Oh, come on! (Close-up of Spike.)

Spike: Uh…I’m talking about a real game.

(Back to Discord, who has resumed his normal appearance except for the added tail, which is purring contentedly like a cat as he strokes it.)

Discord: Oh, you mean like trapping best friend ponies in hedge mazes and turning them against each other. (fondly) Those were the days.

(The hank of hair grows four legs, jumps off his lap with an irritated meow, and bounds away. A snap transports the trio back to the entrance hall of the Castle.)

Spike: Not exactly. Wait here. (He hurries away.)

Discord: (to Macintosh) Whatever it is, it can only get better by adding me to the mix.

Spike: (from o.s.) Okay!

(The workhorse gallops after Spike and Discord follows on wing. Snap to black, against which a flashlight beam flicks on to the sound of its switch. It is angled upward to illuminate a close-up of Spike’s face; the light, held under his chin, throws his features into eerie relief. The remainder of the screen beyond the beam’s edges is dimly lit. He sits in one of the throne room’s seats.)

Spike: (hushed, dramatically) In a world where evil reigns supreme, a small band of warriors stands tall against the darkness. This is…

(He flicks off the flash as normal illumination resumes and the camera zooms out.)

Spike: …Ogres and Oubliettes.

(The motion, which stops at the opposite side of the central map table, shows him in Fluttershy’s seat and an eagerly grinning Macintosh in Rainbow’s. Instead of the magic map, the table bears all the essential paraphernalia of a role-playing game: spread-out map, dice and screen, guidebooks, character note sheets. Spike lowers the flash just before the camera cuts to Discord, who recoils in horror and can manage no vocal reaction except a shaky little gasp. Snap to black.)

Act Two

(Opening shot: fade in to an overhead shot of the table. Discord flies closer to it so he can run an eye over the map; cut to a close-up of his disgusted expression.)

Discord: Ohhhh, this looks like— (Pan quickly to Spike; he has put the flashlight away.)

Spike: —the best game ever? You’re right! (Discord settles onto Rarity’s throne.)

Discord: Uh, yes.

Spike: (holding up one guide) Ogres and Oubliettes is a fantasy role-playing adventure game. (Set it down.) Our goal? Defeat the evil Squid Wizard— (stifling a giggle with Macintosh) —or as we call him—

(A snort of laughter; cut to a close-up of a flat cardboard token standing vertically in a base as he holds it up. On it is an angry-looking cephalopod that sports a starry wizard’s hat and a white collar trimmed with a stylized gold S; it holds up two star-tipped wands in separate tentacles.)

Spike: (from o.s.) —the Squizard!

(Zoom out to frame him snickering over the name as Macintosh’s chuckles drift over, then cut to Discord, drumming his lion-paw digits on the table in a very bored manner. After a few sullen seconds, the camera cuts back to the young dragon, who gets himself under control. Clearing his throat, he climbs onto the table.)

Spike: (placing token on map) The Squizard has laid siege to the last free city in Spiketopia—that’s the name of the land. He’s kidnapped a beautiful unicorn princess named Shmarity.

(The similarity of that name to the object of his affection hits him after a delay, and it brings nervous sweat to his face.)

Spike: Uh, which is like a normal name in Spiketopia, so, you know, don’t think about it too much. (Blush.)

Discord: Fear not. Your romantic delusions are safe with me.

(He underscores the point by pulling his lion-paw digits across his mouth to magically zip it. Spike settles back onto the seat cushion.)

Spike: First things first. (holding up a sheet for a moment) You gotta create a character. Name?

Discord: How about…Discord?

(The teeth of the zipper part and move normally with his lips for this line. Spike rolls his eyes with a smile and sigh as Macintosh catches his lower lip in his teeth to keep from bursting into laughter.)

Spike: The whole point of the game is, you get to use your imagination and be someone you’re not.

(A nod from the big red gamer; cut to a close-up of the box that held all the supplies as a clawed hand dips inside. It comes up holding a token that shows a caricature of himself, with a long beard/mustache/eyebrows in two shades of pale green, blue-green wizard’s hat and darker cape, dark gray boots/belt, and a staff topped by a carved hand holding a pearl between thumb and forefinger. The mage retains Spike’s tail and head spines and is flashing a V-for-Victory sign with his free hand. Zoom out to frame Spike standing over the box on the start of the next line.)

Spike: I’m Garbuncle, a famous magician. Everyone treats me with the utmost respect.

(Back to Discord, who has removed the zipper and produced a set of clippers to trim the claws on his reptilian hind leg.)

Discord: (dryly) Just like in real life? (Clip.)

Spike: (returning to seat) And don’t get jealous. (holding up a sheet) But I’m a level-thirty enchanter with major skill points assigned to intellect and perception.

(Now the draconequus sits with his mane in curlers and under the hood of a salon-style hair dryer, reading a magazine. The clippers are gone.)

Discord: (distractedly) Go on, I’m listening.

(Close-up of one section of the map. The tokens for both Garbuncle and the Squizard have been set down, and a third is quickly added—a bulked-up, battle-scarred unicorn version of Macintosh in dark gray armor and helmet. Two lighter gray horns mounted on the helmet curve down and forward from the ears to frame the face, and he carries a shield in his magic and a sword strapped to his back.)

Spike: (from o.s.) Big Mac’s character is Sir McBiggin, a level-twenty-seven black knight unicorn from Castle Chadwick.

(Back to Discord, who has shed the dryer/curlers/magazine and turned his attention to building a gargantuan house of cards. It is tall enough to reach the ends of the strings of gems that hang from the throne room’s tree-stump chandelier, and he hovers near its peak with cards in hand.)

Discord: (distractedly) I’m listening.

(Two more are set in place; back to Spike and Macintosh.)

Spike: When his king allied himself with the Squizard, Sir McBiggin would not besmirch his honor.

Macintosh: (proudly) Nn-nope.

(Discord, meanwhile, has gotten rid of all the pasteboards and tucked himself into a floating bed, with a sleep mask over his eyes.)

Discord: (clearing throat, half-mumbling) I’m listening.

Spike: (dramatically) And so it came to pass. (holding up his and Macintosh’s tokens) The magician and black knight vowed to rid Spiketopia of the evil Squizard.

(He grins hopefully across the table at Discord, who has returned to Rarity’s seat and dispelled the bed and mask. However, his attitude has not improved one whit; instead, he deflates into a pile of limp coils and his head flops onto the table.)

Spike: (brightly) So, your character’s name? (Discord sits up.)

Discord: I already have the best name in the universe. Why would I change it for something like “Captain Wuzz”?

Spike: “Captain Wuzz” it is!

(He enters this bit of data on a sheet as Discord lets off a long, sotto-voce groan and rests his chin on his lion paw.)

Spike: What class are you, Captain Wuzz? There’s archers, mages, rogues… (Discord snorts out steam.)

Discord: Can I suggest we take a break and, I don’t know, go out and have some fun? (holding up a bucket of red paint and a brush) Ponyville’s not going to paint itself red.

Spike: You’ll love it once we get started.

(He snatches up a die, lets it roll, and leans down to check the result.)

Spike: How about an archer? (Discord sets down the paint and brush.)

Discord: (sourly) Sounds just as miserable as the other options, so— (waving forelimb digits) —fine.

(A fourth token is added to the map: Discord in a green tunic with dark gray sleeves, brown belt/boots/wrist bracers, and a short yellow cape, equipped with a bow and quiver of arrows. The beard is missing, the eyebrows are black instead of white, and the mane is pale blond and grown out longer with a short braid. Pan from it to Spike.)

Spike: Sir McBiggin, are you prepared to enter the world of Ogres and Oubliettes?

Macintosh: Ee-yup!

Spike: Discord—or should I say “Captain Wuzz”—are you

Discord: Oh, get on with it.

(After a quick look at his guide, Spike grabs a few dice and rolls them behind his screen. He checks the pages again before speaking.)

Spike: We find ourselves trapped in the dungeon of the evil Squizard. The bars are locked tight.

(This bit of narrative only prompts Discord to cock an eyebrow in an extremely unimpressed way.)

Spike: (dramatically) The bars exist in our imagination.

Discord: (sarcastically) Really! You describe things, and then we pretend it’s real.

Spike: It is real—in our imagination. It’s your turn first. What do you want to do?

Discord: Curse myself for attending this infernal evening? (laughing) Oh, oh! No, no, you mean in the game.

Spike: Well, you can do whatever you want. (getting a die from behind screen) Then I roll this twenty-sided die to see if you’re successful.

(A set of prison bars slams down in front of the unappreciative guest, who grips two of them and leans his head forward through a gap.)

Discord: I stick my head through the bars and demand for the immediate release of the Lord of Chaos.

Spike: That’s a big risk. You have to roll a seventeen or higher to succeed.

(The icosahedron clatters across the tabletop and stops on a six; Spike consults his guide and looks up with worry in his eyes.)

Spike: Oh. Bad idea. The guard gets mad.

(Talons yank the volume away so Discord can see for himself; after a bit of scrutiny, he points out a certain section. The bars have disappeared from his side of the table.)

Discord: This spell here. I transform him into a parsnip.

Spike: You need eleven intelligent points to cast a “Transform into Root Vegetable” spell.

Discord: (indignantly) I’m not intelligent? (tossing guide away) I cast it anyway because this game is stupid.

(It lands before the diminutive game master, falling open, and he grabs his die and rolls. Check the number, check the page.)

Spike: The spell backfires— (trying not to laugh) —so your claws grow leaves and…transform into…parsnips.

(He claps a clawed hand to his mouth o cork a giggle, but Macintosh has no such inhibitions.)

Macintosh: (chuckling) Parsnips.

(The most powerful magical being in the room growls in quiet fury as he keeps laughing and Spike rolls again and looks up the result.)

Spike: The guard laughs. He calls his friends over and they laugh too.

(Now both of them voice their mirth and pay no attention even when Discord leans across the table to point straight at Macintosh’s face.)

Discord: Don’t you laugh at me, Big Mac! (puzzled) Does it really say that? Let me see.

(He snatches up the guide for a look as the big galoot commences to pounding the table. Finding something clearly not to his liking, he aims a very hairy eyeball across the way. Spike stops laughing just long enough to roll, then goes right back to it.)

Spike: As you get angrier, everypony laughs harder!

(Having had quite enough of this humiliation by proxy, the walking anatomical smorgasbord throws the guide behind himself.)

Discord: (gesturing) I seal Sir McBiggin in a magic bubble until he stops laughing. (Snarl; gnash of teeth.)

Spike: I told you, you can’t do magic!

(That does it. Discord’s eyebrows kindle into flame, and a moment later Macintosh is very, very surprised to find himself encased in a spherical force field. It floats him up to the level of the chandelier’s lower reaches, all the laughter coming to an abrupt end as he shouts in surprise.)

Macintosh: (muffled, trying to break out) Nope! Nope! Nope!

Discord: (scoffing, eyebrows extinguished) Not intelligent enough. Please!

Spike: Cut it out, Discord!

Discord: Oh, this game is insufferable. Let me show you a real Guys’ Night!

(A casual snap puts them in a tropically themed jazz/dance club from the 1920s. Discord has shown up in an orange suit whose pants are slightly darker than the jacket, with white shirt and huge purple bow tie, dark red shoes, a pencil-thin mustache, and a red fedora whose brim is at least three times as wide as the crown and cut to accommodate his horns. Macintosh is still caught up in his hovering bubble. A lively tune underscores the festivities.)

Discord: Ohhh! (Laugh; the bubble pops and Macintosh  lands on all fours.) This is the life. Jazz, dancing, the best table magic can buy.

(For “jazz,” he emerges halfway from the bell of a saxophone, played by one member of a trio up on the bandstand. “Dancing”: he instantly replaces a mare whose partner has spun and dipped her almost to the floor. “The best table” is one on which he winks into being at a semicircular booth. From here, he teleports back to Spike and Macintosh.)

Discord: This is what Guys’ Night is all about. Am I right, fellas?

(A mare strolls past in the fore, and Spike hurries away in her general direction as Macintosh aims an approving look after the both of them.)

Macintosh: Ee-yup.

Spike: (now o.s.) I know you probably didn’t do this on purpose— (Cut to him, setting up the game on “the best table.”) —but this table’s the perfect size and shape!

(A jacket-clad lion paw reaches into view and sweeps the lot away, and the hatted head pops up behind him with a disdainful countenance.)

Discord: I don’t think so. (smiling) Let’s have a drink.

(All three are swiftly teleported over to the club’s bar, leading the other customers to storm off in disgust. Discord picks up a pair of…)

Discord: Chocolate milkshakes? (Spike takes one and sets it on the floor with a testy sigh.)

Spike: No. We want to go back to Ogres and— (Discord leans down to him.)

Discord: Ohhhh! How about a different game?

(A flash, and all three have joined a card game played by three dogs in a different booth. The loosest of loose cannons bends down for a peek at Spike’s hand.)

Discord: Those are very bad cards.

Spike: (throwing them in his face) Stop messing with us! We want to—

(Another flash takes them onto the dance floor, near the bandstand.)

Discord: A dance contest?

(He gets into the spirit with a few lively steps as the tune comes to a close, and is met with a round of cheers and a rain of balloons.)

Discord: Surprise!

(Close-up of a properly irked Spike as the lion paw reaches into view to hand him a trophy topped with the dancing fool himself, wearing a top hat and holding a cane.)

Discord: (from o.s.) We won! (Spike throws it aside.)

Spike: Discord! 

(For a moment, the lights in the club go dim except for one beam that shines on his suddenly sinister countenance as he leans down toward Spike. A sudden silence falls over the place.)

Discord: Yes? (Macintosh crosses to them; lights come up.)

Spike: (sighing) Look. We don’t want to do these things. We want to play our game. If you don’t want to play with us, you can…I don’t know, sit and watch.

Discord: (offended) “Sit and watch.” Fine. We’ll play your game.

(Close-up of him; he slowly straightens to full height as threatening gray clouds gather overhead. He has removed his clothing, and his narrowed eyes glow a most unfriendly red and yellow.)

Discord: (dramatically, reverberating) Are you ready to enter the world of Ogres and Oubliettes?

(Both forelimbs are thrust forward, a beam emanating from each to hit Spike and Macintosh dead-on. The screen flashes white, then clears to show them standing on a plain marked off with a lattice of perpendicular lines to form a grid similar to that on their game map. Giant dice are half-embedded in the turf to serve as mountains, and cardboard trees provide the foliage. The two fantasy enthusiasts are now wearing the attire of their respective characters, and Macintosh sports a unicorn’s horn and a faceful of stubble but is not carrying the shield drawn on his token. They glance confusedly around themselves before locking eyes.)

Spike: Sir McBiggin?

Macintosh: (grinning broadly) Ee-yup!

Spike: (looking himself over) And…I’m…Garbuncle? That means…sweetness! (jumping in place) We’re in the game! Check it out! (pointing staff elsewhere) Ka-zam!

(The pearl clamped between the fingers on the business end fires off a spell, which connects with one of the massive dice and blows it apart into a shower of small ones. Another shot hits a stream that courses through the rectilinear terrain and ices it over. Flush with success, Spike does a backflip and shoots another die, causing it to sprout wings, pull loose from the dirt, and fly off past Macintosh. Now the armored stallion gets into the act, using his newfound magic to pull the sword on his back from its scabbard and cleave one fake tree after another. His last bound brings him down next to Spike, and he sheathes the blade before they go into the same sort of dance they did in Act One to mark the start of their night.)

Spike:                It’s Guys’ Night

Macintosh:                                Yup

Spike:                 Oh, yeah

Macintosh:                                Ee-yup

Spike:                In the game now

Macintosh:                                Yup

Spike:                 Oh, yeah

Macintosh:                                Oh, yeah

Spike: (voice raised) Discord? Where are you? This is great! (A cloud drifts slowly into view.) You made the game real!

(They are met by a slightly malicious burst of his laughter, and a light gray copy of his head pokes out of the cloud to address them. His next two lines are delivered in a booming, echoing voice.)

Discord: Aren’t games fun?

Spike: (to Macintosh) Should we be worried he’s using his scary voice?

(The pondering is cut short by the tromp of approaching footsteps. Zoom out to show the Squizard and several pony-skeleton minions—all as cardboard tokens—gaining the high ground atop one huge die.)

Squizard: Behold! (Extreme close-up of his eyes.) I am the Squizard!

(Spike and Macintosh back away with an unnerved cry as Discord grins savagely down at them.)

Discord: (chuckling) Oh, you’re welcome.

Squizard: ATTAAAAAACK!!

(He and his troops charge in a yelling body down the die and toward the camera. Fade to black as his eyes fill the screen.)

Act Three

(Opening shot: fade in to a long shot of the board/field and zoom in slowly as the Squizard’s forces barrel toward Spike and Macintosh, then cut to a close-up of the latter two.)

Spike: RUUUUNNNN!!

(They peel out, only to find more skeletons lying in wait for them up ahead. These are armed with bows and arrows, and they let fly with a salvo—still cardboard markers, held up on the ends of thin poles. Just as the heroes are about to get severely perforated, though, Macintosh levitates his shield up to intercept the missiles. The action comes to a dead stop, and Discord’s voice booms out again.)

Discord: (from o.s.) You find yourself on a battlefield. A barrage of arrows rains down on you. (Cut to him.) If you roll a fifteen or higher, the shield protects you. Fourteen or lower, and, well… (Laugh.) …you get the idea.

(Opening his mouth, he lets his tongue extend to a ridiculous length as an arcing slide so a twenty-sided die can roll down from within his mouth. It free-falls off the end and slams down squarely on top of the waiting arrows, showing a seventeen, and he manifests on top of it with his normal self and voice.)

Discord: Seventeen! Lucky you.

(The few arrows still in the air embed themselves harmlessly in the shield, and Macintosh grunts and lets it drop. The chase resumes, with him and Spike fleeing along a dice-lined path and into the mouth of a cave; inside; they take cover behind a six-sider and try to catch their breath. However, their respite is short-lived, as Discord hangs upside down from the ceiling to look them dead in the eye.)

Discord: Boo. (A double yell of fright.)

Spike: DISCORD!!

(Who promptly poofs away and reappears right side up as the horde closes in.)

Discord: Sir McBiggin, I’d cover the entrance if I were you.

(The knight telekinetically draws his sword and races out for a scrap while Spike points the business end of his staff at Discord.)

Spike: This isn’t funny!

Discord: (pushing staff back) Isn’t this what every gamer wants? To live the game… (viciously, pointing at him) …like this?!?

(He vanishes and is replaced by the Squizard, who shoots a spell from one of his two wands; it connects with Spike’s staff, pushing him back but doing no other harm. The dragon-turned-wizard leaps away from the next shot and starts running, trading fire until he slams into a rock formation and pitches backward to the ground. He looks up with a fearful cry as the cardboard villain’s shadow falls over him, and here comes the whole evil army with a captured Macintosh being levitated upside down over their heads. He is unceremoniously dumped on top of Spike as the forces encircle them.)

Spike: (groaning) This kind of hurts! Like, real pain!

(A very tiny Discord pops into existence on the end of his nose; extreme close-up of the two.)

Discord: Oh, how kind of you to notice. It’s the little details that really bring alternate dimensions to life. Wouldn’t you say?

Spike: Discord, this is awful! (He vanishes.)

Squizard: (from o.s.) Of course it is! (Cut to him, advancing with his ranks.) Spiketopia will be mine, and Rarity shall be my bride! (catching himself) I mean, Shmarity.

(But enough small talk. One wand fires off a spell that hoists the good guys several feet off the ground and sends a few thousand volts through them, dropping them to the ground as a singed, smoking mess.)

Spike: Why are you doing this? You’re the worst! (Discord leans down to them.)

Discord: (smugly) If I’m the worst, then why did you invite me?

Spike: Because we felt bad for you!

(If Discord’s sudden look of utter disbelief is any indication, those six words are near the top of the very short list of things he never expected to hear. He is caught so completely off guard that his mismatched eyes briefly become the same size, and he straightens up.)

Discord: Because you…what?!?

(Incredulity gives way to boiling rage, and a snap shifts the view to an extreme close-up of the game map on the table in the throne room. Zoom out quickly as the three reappear in their respective seats, Spike and Macintosh having returned to their usual appearances.)

Spike: (shuddering) We’re okay, we’re okay—no thanks to you, Discord! (He and Macintosh glare across the table.)

Discord: You felt sorry for me? 

Spike: Who wouldn’t? Fluttershy told us you practically begged her to stay, and then at the train station, you were just standing there, all alone!

Discord: (chastened) This can’t be. I’m supposed to feel sorry for you, because I’m me and you’re you.

Spike: (sighing) We only invited you to be nice. I mean, you’re kind of a…weirdo.

Macintosh: Ee-yup.

Discord: I ruined your night and you don’t even think I’m cool?

(With a mortified sigh, he conjures up a paper bag to cover his head, which he lets hang.)

Discord: (slightly muffled) How embarrassing. I should go.

(He pops up, back turned to Spike and with the bag gone.)

Discord: I have a lot of…other friends I need to see tonight.

Spike: Good.

Discord: (pacing, forced casual tone) Yes. So many other friends.

(His body language betrays him after a few steps; he pauses and slumps with a forlorn little whimper, then pokes his head around the side of Fluttershy’s throne to eye Spike.)

Discord: (overwrought) Farewell, Garbuncle the magician… (He zips over to Macintosh.) …and brave Sir McBiggin. May Providence smile upon thee in thy quest to rid Spiketopia of the dreaded Squizard.

(Pausing for a moment’s thought, he continues in his normal tone of voice.)

Discord: (stroking beard) Oh. When I say it that way, the game doesn’t sound half bad.

(With a shrug, he teleports himself over to a door and plods sadly toward it.)

Discord: Oh, well.

(Vanish; now Spike lets go with a heavy sigh and turns to Macintosh.)

Spike: It…it’s better this way, right?

Macintosh: Ee-yup.

Spike: Because…now he can’t bother us ’cause he’s off somewhere by himself… (gradually deflating) …all alone…with no friends.

Macintosh: (glumly) Yup.

(The dragon sighs, clears his throat, and picks up the guidebook.)

Spike: (reading, listlessly) “We find ourselves in the dungeon of the evil Squizard. The bars are locked and—” (dropping book) —aw, who am I kidding? (to Macintosh) We should give him another chance.

(The stallion responds with a smile and nod, and Spike clears his throat and addresses the room at large.)

Spike: (voice raised) Captain Wuzz? Can you hear me?

(The answer turns out to be a big yes, as Discord promptly pops into being to hover over the table. He is in considerably higher spirits.)

Discord: Ohhh! You realized how amazing I am, and that I make you cooler just by being around me?

(He grins broadly but gets only a pair of quizzical stares back, so he dials down the self-aggrandizement a step.)

Discord: Um… (sputtering a bit) …no, no, no. Actually, that’s not what I meant to say. (Again.) I’m…

(Whatever words he might have intended to use next are lost to an inarticulate series of grunts and hisses through a set of jaws that seem to have instantly locked up. A bulging eye and a tongue protruding through his teeth emphasize the degree of his strain.)

Spike: What?

Discord: I’m… (Same struggle, same result.)

Spike: We can’t hear you.

Macintosh: Nope.

Discord: I’m trying to say I’m sorry, all right? I’m sorry for ruining your game, and I’m sorry that I thought I was better than you. (He stops for breath, then flops back onto Rarity’s throne.) Now let’s play before this evening gets any sappier, shall we?

(The Captain Wuzz token that Spike set on the map during Act Two appears in his hand and is set down along its counterparts. Spike smiles at the change of heart, and Macintosh leans over to whisper in his ear.)

Spike: (with growing excitement) Uh-huh…yeah…yeah…okay. (Macintosh backs off; he addresses Discord.) What if we forgot the board and the pieces for a minute? (Discord cocks an eyebrow.) I mean, the whole game coming to life was completely terrifying, but also kind of the best thing ever! So, uh… Big Mac and I were wondering…what if you toned it down just a teensy bit?

(The pair’s grins spark a calculating smile on the snaggle-toothed face as the mismatched palms rub together. Dissolve to the exterior of the Castle, seen in a long shot during the following day. The six travelers haul their gear toward the front doors, talking and laughing among themselves. Cut to just inside the doors, which swing open under Twilight’s influence; the jocularity abruptly shifts to a total lack of comprehension as they stare in.)

All six: Huh?

(What they find is an entrance hall that has been transformed into the full-scale game board, floor and all, and all three players kitted out as their characters—including a horn protruding from Macintosh’s forehead. Discord, as Captain Wuzz, floats above Spike and Macintosh; his taloned digits are somewhat swollen and pale. Unlike the character’s appearance on Spike’s playing pieces, his beard is back where it belongs and his eyebrows are dark gray rather than black. Waves of cardboard-token skeletons move in to attack and are swiftly dispatched with spell, sword, and arrow, the fragments disintegrating into puffs of magic. However, reinforcements keep pouring in to press the attack. A closer shot of the three reveals that Discord’s talons have taken on a gnarled, off-white appearance—the result of the kickback from the “Transform into Root Vegetable” spell he tried to cast during his first foray into the gaming sessions.)

Spike: I’ve got your back, Captain Wuzz!

(The trio steps up its collective game, knocking out one adversary after another until the battlefield is clear. Weapons are lowered and wielders gasp for breath, but only for a moment before the Squizard’s mad laughter rings out. Cut to him, slowly advancing from one side.)

Discord: (nocking an arrow) Garbuncle! Follow my lead!

(He lets it rip and Spike launches a spell, which hits the arrow mid-flight and sets it on fire. The enchanted projectile ricochets off a giant die and zeroes in on the flip side of the Squizard’s token; a thwack, and the insane mage’s eyes pop wide open. He tries to scuttle off with a pained whimper, but only succeeds in falling on his two-dimensional face.)

Spike: Bullseye! (He jumps up to high-five Discord.)

Discord: Nice one!

(All three go into the same jumping, bumping dance that Spike and Macintosh have already done twice.)

Spike, Discord:        It’s Guys’ Night

Macintosh:                                        Ee-yup

Spike, Discord:        Oh, yeah

Macintosh:                                        Ee-yup

Spike, Discord:         Having fun now

Macintosh:                                        Ee-yup

(Discord high-fives both of the others at once.)

Spike, Discord:        Oh, yeah

Macintosh:                                        Oh, yeah

(Zoom out slightly to frame Fluttershy looking on with an approving smile as he inclines his head to her in silent gratitude, then cut to a head-on view of her and Rarity. The yellow mare returns the gesture; on the start of the next line, pan to Twilight, Pinkie, and Rainbow. All five are now inside the hall, and the portion around them is still its normal crystalline self.)

Twilight: We should just close the door and…let them finish. (Nervous laugh.) Whatever this…is.

Rainbow: No way! Did you see Big Mac’s sword? I totally want in! (She gallops toward the game.)

Pinkie: Yeah! I don’t know what it is, but it looks like super-duper fun!

(Off she goes after the daredevil. As soon as each crosses the boundary between the normal and game areas, her clothing and gear turn into an ensemble more appropriate for the milieu—Pinkie as a bard or minstrel, Rainbow suited up for clandestine operations. After looking themselves over, they rise cheerfully to their hind legs.)

Pinkie, Rainbow: Guys’ Night!

(They embrace and gallop/fly to join the gang of three in the heart of the action as ranks of skeletons close in from both sides. All five leap toward the camera, the action shifting to slow motion as the foes scatter in all directions and dimensions. Snap to black.)


BUCKBALL SEASON

Written by Jennifer Skelly

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of Applejack standing under one of Sweet Apple Acres’ many trees during the day. A bullseye target has been set up several yards in front of her. Zoom in slowly as she runs a critical eye over the trunk and boughs, then cut to a close-up. With a determined smile and narrowed green eyes, she focuses on one particular apple, a gleam of light playing off its deep red skin. She spits on a front hoof, holds it up to test the wind, and lets her rear ones slam into the bark. The chosen fruit vibrates for a moment and falls free, leaving a red-tinted afterimage behind itself as the action shifts to slow motion. Applejack pivots 180 degrees and leaps to hit the apple with a hind-leg kick; just before she can connect, though, Rainbow Dash arrives on the scene and normal motion resumes.)

Rainbow: Hey, Applejack!

(The kick misses, but Applejack’s momentum turns her into a whirling blur of blond and orange-tan before gravity dumps her flat on her back. Both the apple and her trusty hat fall free.)

Rainbow: Whatcha doin’?

(A second apple drops out of the tree, bonking Applejack squarely in the head and eliciting a grunt of pain before the hat settles down over her face. She pushes it back to expose a very sour expression.)

Applejack: Well, I was practicin’ my distance buckin’.

Rainbow: Uh, distance bucking? (Applejack stands up.) What for?

Applejack: (dusting herself off) Because Cousin Braeburn and the rest of the Apple family in Appleloosa seem to think that their team can beat Ponyville at buckball.

(She expresses her opinion of this claim by bucking the tree again to bring down another apple and lashing out with one hind leg to propel it toward the target. Dead center hit.)

Rainbow: (incensed) What?!? Hah! That’s ridiculous! (hovering) Nopony beats Ponyville. I mean, I could beat the whole town of Appleloosa at buckball with one wing tied behind my back!

(Applejack bucks once more, dropping another apple which she kicks skyward; the blue speedster responds by going airborne and striking it down as if spiking a volleyball. As soon as it gets within range of Applejack’s hind legs, she brings one up for a kick that sends the piece of produce through the center of the target, which topples over for good measure. Rainbow descends to the ground.)

Applejack: So I can count on you to join the Ponyville buckball team?

Rainbow: Oh, yeah! I am so there! I’ve just got one question.

Applejack: Hmm?

Rainbow: (suddenly puzzled) Uh…what’s buckball?        

(The earth pony’s smile turns into an irritated groan and eye roll at her opposite number’s total ignorance of the sport. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to Applejack, Fluttershy, and Pinkie Pie walking along a path through the orchards as Rainbow keeps pace above their heads. She has regained her original enthusiasm.)

Rainbow: So basically, buckball is the coolest game ever. (All stop.) Offense, defense, teamwork, nonstop action! (She drops into a head-down hover between Fluttershy and Pinkie.) It’s got it all!

Fluttershy: Wow, Rainbow Dash. You sure seem to know a lot about this game. (Rainbow zips away) I’ve never even heard of… (puzzled, to Pinkie) …buckball.

Rainbow: Yeah, I’m kind of an expert.

Applejack: (sarcastically) Heh. An expert who hadn’t heard of the game either until I told you. (Rainbow lands facing the others.)

Rainbow: Well, it’s a new game. I probably know more than most ponies, so that makes me an expert.

Pinkie: I don’t know anything about it at all, but it sounds like there’s a ball and bucking— (rising to hind legs) —so I’m betting it’s super-duper fun! (She settles down.)

Applejack: (pacing) The point is, my cousin Braeburn somehow convinced a pegasus and a unicorn to come play with him on the Appleloosa team. And he can’t stop braggin’ about how his team is gonna beat ours. (Cut to Fluttershy and Pinkie.)

Fluttershy: But, um…we don’t have a team. (Rainbow pops up in between them.)

Rainbow: Well, between Applejack and me, we’ve got two-thirds of a team. All we need is a unicorn. That’s where you two come in.

Pinkie: (whispering, to Fluttershy) Uh…they know we’re not unicorns, right?

Rainbow: Uh, obviously.

(One nimble, wing-assisted bound takes her back to stand alongside Applejack.)

Rainbow: (to Pinkie) You’re gonna be on my team, and Fluttershy is gonna be on Applejack’s team.

Applejack: We’ll play against each other, along with whatever unicorns want to try out, until we find the best one.

Pinkie: Ohhhh! Phew! That’s a relief, because I left my unicorn costume at home.

(The two athletic mares trade a hopelessly confused glance upon hearing this. Clock wipe to a large open field set up as follows. Four concentric circles, a small inner pair and a large outer pair. Two empty apple baskets on poles mounted diametrically opposite one another on the inner circle of the large pair. A diameter drawn perpendicular to the imaginary line connecting the bases of the poles, bisecting both this same circle and the two innermost ones. Applejack and Fluttershy have donned sleeveless green jerseys, Pinkie and Rainbow red ones, all trimmed with white at hem and collar. In addition, Pinkie sports a red/white sweatband across her forehead and has used matching scrunchies to gather her mane into two huge puffs that stick out from the sides of her head. Granny Smith is a short distance back, wearing a referee’s black/white striped shirt and a black cap, and Big Macintosh is off to one side with a cartload of red balls similar to those often used in dodgeball. He wears a dark gray cap turned backwards and a matching jacket over an off-white turtleneck. At midfield, Fluttershy stands facing a seated Pinkie across the line as Rainbow hovers behind the latter.)

(Applejack stands facing a group of ponies whose backs are turned to the camera; they stand at the edge of the outermost circle among a scatter of empty baskets. Zoom in slowly as she starts to pace, then cut to a close-up of her and this group—all unicorns, wearing jerseys in either red or green.)

Applejack: I know a lot of you are here because I told you what an amazin’ game buckball is. (Stop.) And even though it’s already an Apple family favorite, most of you probably don’t know anything about it. So I thought we’d give you a quick demonstration.

(Close-up of Macintosh; now a bit of decoration can be seen on the jacket—a lightning bolt overlaid on a red apple. He grabs a ball in his mouth and flips it to Granny, who catches it on a front hoof, and Applejack and Pinkie move to opposite sides of the midfield line.)

Applejack: The two earth ponies are on offense. They meet in the middle of the field for the buck-off.

(On the end of this, she turns to aim her hindquarters at the line.)

Applejack: (kicking up with a hind leg) They both try to be the first one to kick it.

(Granny throws the ball straight down, hard enough so that it rebounds several feet, and the orange-tan legs boot it sharply so that it arcs toward the basket on Pinkie’s half of the field. Just as it is about to drop neatly in, though, a sky-blue wing lashes into view to bat it away; it ends up being bounced on Rainbow’s pinions.)

Rainbow: And the pegasus is on defense. (Slow pan across the unicorns; she continues o.s.) She tries to keep the ball from going in the goal— (Back to her.) —and passes it back to the earth pony on her team. (Catch on a front hoof.) Just give it a little kick, Pinkie.

(The rubber sphere is tossed easily toward the mare in question, who is facing it but flips/twists to get a rear hoof onto it. By the time she lands on all fours, Applejack is staring intently at its trajectory; cut to her side’s basket, where a very scared Fluttershy is playing defense. She covers her head with a whimper as the ball clatters in.)

Pinkie: Ohhhh! I get it! (Fluttershy touches down between her and Applejack.)

Applejack: And all the unicorns have to do is float these here baskets around the outside of the field— (pacing; they are levitated up) —and catch as many balls as possible for their team.

(Stopping at midfield, she addresses Fluttershy and Pinkie.)

Applejack: You two get the idea?

Pinkie: (bounding up) Absolutely!

Fluttershy: Oh, I don’t know. That ball moves pretty fast. (Rainbow flies over to the unicorns.)

Rainbow: All right. Now let’s see which of you has what it takes.

(She returns to the field, followed by two candidates; in close-up, one of the pole-mounted baskets is pulled down and a magic-controlled one replaces it. Zoom out to frame the stallion keeping it aloft as Fluttershy gets into position to guard it and Rainbow hovers just behind them both.)

Stallion: Um…what do I do? (Rainbow lands next to him.)

Rainbow: When the ball comes towards you, catch it.

(Giving him an encouraging smile, she zooms to her position on the other end of the field, whose pole has also been removed; a mare has this basket in her aura. Cut to a close-up of Granny, blowing a blast on a whistle around her neck, and zoom out. She holds up a fresh ball for the buck-off between Applejack and Pinkie, both turned to face away from midfield.)

Applejack: Okay, just try your best, Pinkie. I have been doin’ this a lot longer than you.

(Almost as soon as the ball hits the ground and bounces up, the party pony launches herself into a sideways flip and nails a kick that leaves Applejack staring in mute shock.)

Applejack: (stunned) Nice kick.

(It hurtles straight and true toward a shuddering Fluttershy, who drops into a midair somersault fast enough to turn her into a yellow/pink swirl—with the red of the ball caught up in it. She comes out of it right side up, smiling joyfully and slinging the ball back the way it came with her tail.)

Fluttershy: Whee! (Giggle.)

Applejack: Great save, Fluttershy!

(Not missing a beat or turning around, she hoists a hind leg to boot the projectile over Pinkie’s head. The mare holding the basket on this end gasps in fright; she and it hit the deck as Rainbow flies in to intercept.)

Rainbow: (punching ball away) Coming your way, Pinkie! (Pan quickly to her and Applejack on the next line.)

Pinkie: Somersault…kick!

(She suits the action to the words by doing a backflip and scoring a rear-hoof hit. As the ball bears down on her team’s goal, the stallion keeping it up cries out in fear and flips it so that the shot bounces off the closed bottom end. The force of impact drives the container onto his head, knocking him flat; at midfield, Rainbow lands next to Applejack and Pinkie.)

Pinkie: (catching/bouncing ball on hind legs) Hey! This game is easy!

(As she kicks it away and somersaults after it, here comes Fluttershy in a lazy backwards hover, fooling with two more on her tail.)

Fluttershy: Oh! (Giggle.) It actually is kind of fun.

(Neither Applejack nor Rainbow has any immediate response to these unexpected displays of sporting prowess. Here comes the stallion with the basket still on his head, stumbling about and emitting muffled cries.)

Applejack: Where did Pinkie Pie learn to buck like that? 

Rainbow: And Fluttershy’s spinning tail catch is pretty amazing.

Applejack: Um…okay. (to the remaining unicorns) Well, let’s see what the rest of you can do.

(Another stallion and mare trade uneasy looks and float their basket sup to get in the game. Dissolve to Applejack and a hopping Pinkie at midfield, ready for Granny to initiate a new buck-off.)

Applejack: (as Granny bounces the ball) Now don’t expect to be able to beat me twice in a row.

(And just as before, the pink bundle of energy backflips into a kick even before Applejack can get a hoof off the ground. The ball sails toward Fluttershy, now much more at ease.)

Fluttershy: Well, hello there, Mr. Ball. (Catch on tail; spin in midair, hurl it back.) Whee!

(Down below, Applejack flips her hindquarters up to kick it over the head of Pinkie, who has taken to bouncing in place on her haunches. Rainbow darts in to deflect it, setting Pinkie up for a forward flip kick. A diagonally divided split screen frames close-ups of Applejack and Rainbow, both sweating freely and staring in disbelief; from here, cut to Fluttershy and the mare holding the basket she is defending. A couple of butterflies flit past, not seeming to be in any hurry.)

Fluttershy: (ushering them along) Hurry along, butterflies, before that ball comes and hits you.

(The unicorn’s nerves get the better of her, and she drops to her haunches and covers her head with a cry of fear. Her basket thuds to the ground, a streak of red marking the ball’s passage.)

Applejack: (from o.s.) Nope! (Cut to frame the entire group; the mare stands up.) Um…okay! Let’s see what the rest of you can do.

(Macintosh and Granny have left the field by this point. Clock wipe to a stallion on the green side, floating up a basket and having serious second thoughts about trying out. The impact of ball against foreleg sends him to the turf on his face, and his basket drops onto his rump.)

Rainbow: (from o.s.) Nope!

(Another such wipe frames a stallion on the red side, who skids to a stop but fails to keep his basket within easy reach. A ball dribbles slowly past him across the grass.)

Applejack: (from o.s.) Definitely not.

(Another wipe to the green side: now a mare is in the hot spot, spinning a basket rapidly overhead. Too rapidly for her own good, in fact, as it induces a bout of motion sickness; cheeks go green and she claps a hoof to her mouth in order to avoid vomiting all over the field. The basket falls away as a ball bounces past.)

Rainbow: (from o.s., emphatically) No.

(Another: over on the red side, a mare is more focused on touching up her lipstick with the help of a hand mirror than she is on the game. A ball comes down just behind her, completely missing her basket.)

Applejack: (from o.s.) Not a chance.

(A fifth clock wipe brings her and Rainbow into view, sitting on their haunches at midfield and watching balls sail and bounce across from either side.)

Rainbow: No.

Applejack: Nope.

Rainbow: Aaaaand…no.

(Dissolve to them in the same positions, but noticeably worn out from fatigue and disappointment. The balls have now stopped flying.)

Rainbow: Uh, this didn’t go how I thought it would.

(On the end of this line, zoom out to show all the unicorns sprawled out with their baskets around the field perimeter. Fluttershy and Pinkie are the only two ponies still in the game, the pink pony’s laughter and squeals drifting across as they pass a ball back and forth.)

Applejack: It sure didn’t.

(Here comes Fluttershy, holding one in her tail. She is followed by Pinkie, who is doing cartwheels to keep three of her own aloft.)

Fluttershy: (as both move o.s.) This game is a whole lot more fun than I thought it would be! (Cut to the pair; now they bounce/juggle in place.)

Pinkie: It’s exactly as much fun as I thought it would be— (kicking hers away) —a whole bunch!

(Pan slightly away from them in that direction to bring Snails into view, topping a small rise with two buckets slung on a pole across his shoulders.)

Next two lines sung a cappella, loosely based on the tune of “Alouette”

Leisurely 4 (A flat major)

Snails:         Carryin’ my water, my water, my water

                Carryin’ my water on my shoulder pole

Pinkie: (panicked) SNAILS!! LOOK OUUUUT!! (He glances up.)

Snails: Hmm?

(As the trio of scarlet projectiles homes in on him, he levitates the whole assembly away and whirls it in midair, positioning it perfectly so that all three plop into the buckets. The load goes right back on his shoulders, and he placidly crosses the field to the very great surprise of both Applejack and Rainbow. Fluttershy and Pinkie gather behind them, grinning at the display of agile magic. All the rejected unicorns have cleared out.)

Applejack: Amazing!

Snails: You should be more careful with these. (He floats the buckets/pole away and sets them down.) You could lose them.

(The balls are telekinetically lifted away and returned to Applejack’s grip. It takes only a moment for her and Rainbow to tune in on the same wavelength, marked by the big grin that steals across the orange-tan face.)

Rainbow: Hey, Snails? Can you float one of those baskets over here? (He spots a dropped goal basket near him.)

Snails: Hmm? Sure. (It rises.) What do you want me to do with it?

Applejack: (tossing all three balls up) Catch! (She bucks them at him; he does so effortlessly.)

Snails: Anything else?

(The demonstration leaves these two observers’ minds blown all over again, but they quickly recover with a pair of calculating little smiles.)

Fluttershy: Wow, Snails. You’re a natural at buckball.

Pinkie: It’s a good thing, too. We were running outta unicorns.

Fluttershy: Do you think you’ll be ready to play with Applejack and Rainbow Dash against the Appleloosa team? (Snails has now set the basket down.)

Snails: I guess I’ll find out. Plus, after I deliver this water, I don’t really have anything else to do. (Rainbow flies over to him.)

Rainbow: Well, Snails— (touching his shoulders) —with you on the team, Ponyville is one step closer to crushing Appleloosa! (Applejack crosses to them.)

Applejack: Heh. And after today, it’s pretty clear who the other two players should be.

(All three train their gazes across the field; cut to Fluttershy and Pinkie on the receiving end.)

Fluttershy: What do you mean? I thought you and Dash were gonna play.

Pinkie: Yeah! If you’re not crushing Appleloosa, who is?

(Rainbow drops to her haunches with a knowing laugh.)

Rainbow: Uh, you two. (Fold forelegs.) Obviously.

(Cut to the two unlikely players, zooming in slowly on their dumbfounded expressions, and fade to black.)

Act Two

(Opening shot: fade in to the same zoom in on Fluttershy and Pinkie. They finally get enough neurons working to trade an utterly confounded look.)

Fluttershy: Um, you want us to play buckball against Appleloosa instead of you?

Rainbow: (as she and Applejack nod) Mmm-hmm. (Fluttershy crosses to them; Pinkie hops over.)

Pinkie: That’s un-credible!

(A round of uncomprehending stares from Applejack/Rainbow/Snails; Pinkie drops to her haunches.)

Pinkie: Unbelievable and incredible? (Impatient scoff.) Come on!

Applejack: I can’t explain it, but you two are really good at this game. And if it means beatin’ Appleloosa, I’ll give either one of you my spot on the team quicker than Granny Smith can core an apple. (Rainbow nods under the end of this.)

Rainbow: Me too! (She shoots up several yards.) I’d normally be so pumped all of Ponyville was counting on me to win, I-I’d run right over the competition. But you still flew rings around me.

Fluttershy: Oh. I’m sorry. I was just having fun.

Applejack: Well, you can have all the fun you want, as long as it’s while you’re beatin’ the hide off of Braeburn’s team. (Pinkie sidles up next to Fluttershy.)

Pinkie: (singsong) I do like fun!

Fluttershy: Honestly, the game was a little scary at first— (smiling) —but once I got the hang of it, I had a pretty good time.

Pinkie: (backflipping, dancing on hind legs) Let’s get this party started!

Applejack: All right. But if we really want to beat Appleloosa— (suddenly all business) —we’re gonna have to get serious.

Fluttershy: Serious? (Pinkie stops dancing.)

Pinkie: (skeptically) Serious, how?

(Dissolve to the four mares at the outer edge of the field, facing away from it across the grass. Applejack gestures ahead of herself as Fluttershy and Pinkie stare in disbelief. The pole-mounted basket on this side has been set up again, and Applejack and Rainbow have both shed their jerseys.)

Applejack: With serious practice!

(As she speaks, the camera zooms out to frame an obstacle course laid out on this trace. Hurdles, slide, a zigzag pattern of hoops laid on the ground as an agility exercise, and so forth.)

Fluttershy: (shivering) Um…wow. This looks pretty intense. (Rainbow lands between her and Pinkie, throwing a foreleg around each set of shoulders.)

Rainbow: Well, duh! You two are gonna be representing all of Ponyville, and more importantly, us.

(She releases her grip and points to herself on this last word. Zoom out slightly as Applejack crosses to them.)

Applejack: That’s why, before we leave for Appleloosa tomorrow, you two are gonna practice just as hard as we would.

Rainbow: So let’s hop to it! (She launches herself into a hover.) Snails already has a head start on you!

(A hoof pointed off to one side sends the camera into a quick pan across the field. Stop on the gangly colt, who has two baskets held in his aura and is idly flicking them up and down to send balls arcing between them for a little midair juggling. Fluttershy and Pinkie trade fearful glances—“what have we gotten ourselves into?”)

(Wipe to the obstacle course and zoom in slowly on Fluttershy and Rainbow, at the start of the zigzag hoop run. The blue pegasus hovers, tossing a ball.)

Rainbow: Okay. (Close-up of them.) If you want to win, you totally gotta get this drill down.

Fluttershy: (shivering) I-I-I do?

(The pegasus-turned-coach wastes no time in hopping through the hoops, working the ball back and forth and prompting a wide-eyed gasp from her counterpart. A serpentine carry through a row of poles draws another gasp, and Rainbow’s nimble leaps up a set of ascending platforms—while catching and bouncing the ball off each one—elicits a third. The camera then shifts to a head-on view of Rainbow and zooms out as she flies through holes cut in a series of vertically mounted planks, doing a tight roll and carrying a ball. Thee badly flustered Fluttershy gasps in sheer fright, chewing a front hoof, as Rainbow emerges from the board run to zoom down a curved tube and pop out at ground level, still flying like sixty. She skids to a stop before Fluttershy and pulls up into a hover.)

Rainbow: It’s all about ball control.

(She drives the point home by tossing the one she carries to Fluttershy, who bobbles and nearly drops it.)

Fluttershy: (stammering) Whoa!

Rainbow: Ready? (Tiny nod.) Go!

(The self-confessed weak flyer flaps toward the hoop run and begins to pick through it at a speed far lower than Rainbow’s, fumbling the ball back and forth.)

Rainbow: Come on! Faster! You don’t want Ponyville to lose because you can’t get into high gear, do you?

Fluttershy: (shuddering, stumbling) Whoa!

(She pitches face-first to the turf, the ball squirting out of her grip. Pan quickly to Snails, who has donned a red jersey and is sitting tranquilly atop an upended basket at the edge of the buckball field. Eyes closed, forelegs raised and hind legs crossed as if meditating, he has five other baskets floating around him in a circle. Popping one eye open, he shifts a container out of position just long enough to catch the errant ball. Fluttershy stands up, pulling a hoop partway off her head and risking a fearful look at Rainbow; the red-violet eyes and disapproving set of the blue face say all that needs to be said. Cut to Applejack, walking up.)

Applejack: All right. (holding up a ball) Bein’ able to buck a ball into a goal from any direction is the most important thing in the game.

(As she speaks, the camera cuts to a longer shot; she is addressing Pinkie on the field, and Macintosh’s cart of balls stands between them. She ends her sentence by setting hers on the ground. Pinkie nods casually.)

Pinkie: Eh, if you say so.

(The workhorse flips it into the air and easily bucks it into the basket on top of its pole. Back to a close-up of her, smiling her satisfaction, then zoom out to show that Pinkie has cleared out. Green eyes pop at the sudden disappearance, but she has merely gone to the midfield line and is standing on a ball with all four hooves balanced on it. Tiptoeing motions roll it along the lines, accompanied by little squeals and noises of glee; after a few seconds, she flips into a one-hoof headstand and kicks it smack into the goal. Applejack gapes at the feat, then smiles fiercely and smacks a hoof into the cart’s tailgate. A panel falls open, allowing one ball to fall free so she can buck it to Pinkie; the fun-loving mare just swings her rump around to knock it away.)

Pinkie: Whee! (Here comes the next one, she propels it back with her head.) Woo-hoo!

(A third one is kicked up as she balances on her tail; cut to a close-up of the goal and zoom out as all three shots find their mark. Applejack keeps firing balls toward the o.s. Pinkie on the next line, and they come back on target.)

Applejack: Keep it up! Just one miss’ll ruin the Apple family’s buckball reputation forever!

(Cut to the ace rookie on the end of this line, which leaves her considerably rattled even as she keeps returning balls.)

Pinkie: Whoa! What?

(One of them sweeps her tail out from under her, leaving her as a whirling pink/magenta blur in midair for a moment. She thuds down on her flank, a ball bouncing high off her head only to be snagged in a basket that shoots up under Snails’s control. He brings it down to join the other four in their slow orbit around his seated form, never once breaking his semi-trance.)

Pinkie: Whoops.

(She offers Applejack a sheepish grin and is met with a scowl. Pan quickly to the pole course, where Fluttershy is straining to run the serpentine but not making very good time under Rainbow’s critical eye. She has removed the hoop from her head.)

Rainbow: Come on, push! Push! PUSH!

(Whereupon Fluttershy runs flat into one pole, losing the ball she carries and knocking herself silly. Pan quickly back to Applejack and Pinkie, the former rolling balls to the latter so she can flip and buck them up.)

Applejack: Come on now! Every shot is for Sweet Apple Acres! And me! And Dash! AND ALL OF PONYVILLE!

Pinkie: (slipping on a ball) Whoooaaa!

(Down she goes, the pink chin meeting the green grass in a most abrupt and unwelcome fashion.)

Pinkie: Ow. (Pan quickly to Rainbow.)

Rainbow: Faster!

(Cut to a hovering Fluttershy, who loses control of the ball balanced on her hind leg.)

Fluttershy: Whoa! (Pan quickly back to Applejack.)

Applejack: Come on now!

(Cut to Pinkie, standing at midfield; she misses a kick but launches herself into a blur of somersaulting motion.)

Pinkie: Wh-wh-whoooaaa! (Slam down spreadeagle on her back. Pan quickly to Rainbow.)

Rainbow: Come on!

(Cut to Fluttershy, huddled in a large spring-mounted bowl at the top of a slide; she gets out a terrified little squeal and begins to hyperventilate. Pan quickly to Applejack.)

Applejack: Keep it up!

(Pinkie tries to keep her balance on a ball, two hooves at a time.)

Pinkie: Whoooaaa! (Pan quickly to Rainbow.)

Rainbow: Come on!

(Now Fluttershy threads the needle through the planks as she did, holding the ball and executing the tight roll, but thuds her way down through the final tube. She tumbles out in a heap, losing the ball so that it rolls to a stop on the field in close-up. Zoom out quickly as she and Pinkie both lunge for it but only manage to bonk their heads together. Neither Applejack nor Rainbow is even remotely impressed. Once the two novices get their wits about themselves, Pinkie is first to dive for the ball with a gasp, but it shoots out of her grip and comes down on Fluttershy’s head.)

Applejack: What in the apple happened to those two?

Rainbow: I don’t know! They mopped the field with us before.

(Cut to midfield. Pinkie bounds nimbly to intercept the incoming ball, but miscalculates her grab and comes down without it on top of Fluttershy.)

Applejack: (from o.s.) All right! That’s it for today, y’all!

Fluttershy, Pinkie: Phew!

(Cut to Applejack and Rainbow and zoom out as the other two mares and Snails cross to them. The colt has put away his baskets.)

Pinkie: I thought practice was supposed to make us better.

Fluttershy: Maybe we just need a little rest.

Rainbow: (sourly) Or a whole lot of it.

Applejack: Just be sure to get your heads in the game before tomorrow. All of Ponyville is countin’ on a win.

(Exeunt these last two, followed by Snails; the fear and nervous tension in the other mares’ minds comes through in their mutual grimace. Dissolve to a stretch of a path through the orchards as they walk into view, having shed their practice gear; Pinkie has untied her mane as well.)

Fluttershy: I really don’t want to let Applejack and Rainbow Dash down— (Both stop.) —or anypony else, but…after that practice, I’m not feeling very confident.

Pinkie: (smiling) Maybe we weren’t that bad. (Fluttershy moans; the smile fades.) I guess I was hoping you saw something I didn’t.

Fluttershy: I know our friends want us to win, but…how can the whole town be counting on us if most ponies have never even heard of buckball?

Pinkie: I know! How can we disappoint a pony who doesn’t even know we have a team? (Both smile.)

Fluttershy: Or that we’re gonna play Appleloosa!

Pinkie: Pfft! Yeah. I don’t think we need to worry. (as they start walking again) I’d be surprised if anypony in this town cares about this game at all.

(Clock wipe to a group of ponies decked out in face paint and assorted apparel items in which shades of blue and white dominate. Two hovering pegasi, one of whom is Derpy Hooves, unfurl a banner that depicts the faces of Fluttershy, Pinkie, and Snails, and the camera zooms out to show the whole bunch waiting on the platform of the Ponyville train station. A train idles behind them.)

Crowd: Go Ponyville! Go Ponyville! (Confetti/streamers rain down.) Win! Win! Win!

(A heavy burst tumbles over the screen to the sound of their cheers; behind it; the view wipes to the unlikely all-star trio at one end of the platform. Fluttershy and Pinkie gape at the unexpected display of fervor, their minds totally shorted out for the moment, while Snails just adopts a mildly puzzled frown. He is the only one of the three still wearing his jersey.)

Snails: Whoa. (smiling, pacing) The whole town really seems to care about this game a lot.

(His teammates can manage no response beyond a pair of horrified, breathy gasps and a sidewise glance at each other, as if searching desperately for any scrap of hope or comfort. Fade to black.)

Act Three

(Opening shot: fade in to a close-up of the upper end of the train locomotive’s smokestack. It emits a burst in time with the crowd’s cheering, and the camera tilts down to frame them just before the train begins to roll. A flabbergasted Fluttershy and Pinkie have boarded and are staring mutely out at them from one window; cut to inside this car as Fluttershy hastily pulls down the shade. Seated facing each other, they exchange unnerved looks as the camera zooms out to frame Applejack and Rainbow approaching them.)

Rainbow: Heh. We kinda went around town and talked up the team a little.

Applejack: Yep. We wanted to make sure you two knew that all of Ponyville was behind you.

(This update thoroughly fails to settle their audience’s minds, but Pinkie forces herself to smile.)

Pinkie: Greeeeat.

Applejack: I hear the whole town’s already plannin’ a parade for when you get back after whuppin’ Appleloosa. (Pinkie shivers.) That should feel pretty good.

Fluttershy: It should? (Rainbow flies over to her.)

Rainbow: Totally! Just spend the whole ride to Appleloosa thinking about everypony cheering for the victorious Ponyville buckball team. (Gasp.) I bet Princess Celestia even comes to congratulate you. (nudging Fluttershy) If that doesn’t get you in the zone, I don’t know what will!

(She and Applejack take their leave, so thoroughly satisfied with the quality of their pep talk that they fail to notice that it has only strung the other pair’s nerves even tighter.)

Fluttershy: I don’t know what zone Rainbow Dash is talking about, but I’m pretty sure I don’t want to be in it. Do you?

(The pink pony can muster no words in reply, only letting her eyes flick toward Fluttershy for the briefest moment. From here, dissolve to Applejack and Rainbow on another pair of facing seats; the earth pony looks out the window, while the pegasus lounges against the wall for a nap. She snaps upright at the approach of Fluttershy and Pinkie.)

Rainbow: Hey! You two are supposed to be in the zone!

Pinkie: (whimpering/sniffling fearfully) You see…thing is…thinking about everypony…thinking about us… (Yelp.) …there’s just no way to—

Fluttershy: (with sudden, growing fury) There’s no way that we can get in the zone, because the zone sounds like a horrible place, since we are terrible at buckball, and we are going to lose and let everypony down, AND WE DON’T WANT TO PLAY ANYMORE!!

(On the end of this line, cut to Applejack and Rainbow, who can only goggle at this display of rancor from deep left field. However, it is Pinkie who responds first, turning tail and galloping away with an anguished wail. Fluttershy races after her, leaving the two to face each other in the uneasy silence—until Snails pops up between them, that is. He has shed his jersey.)

Snails: I’m still okay with playing, in case you were worried.

(Which they are, very much so. Dissolve to Applejack and Rainbow pacing uneasily down the length of a full car.)

Rainbow: I don’t get it. They’re naturals. Why wouldn’t they want to play anymore?

Applejack: Maybe us tellin’ them how much everypony was countin’ on them messed them up somehow.

Rainbow: (smiling) What? (Both stop; she turns to face Applejack.) That’s crazy talk. (Close-up; she hovers.) Having ponies depend on you is exactly what you need to focus and—

(Cut to Applejack on the next line, now sitting on her haunches in the aisle.)

Applejack: —get serious and play hard and—

Rainbow: —get ready to totally smash the competition and—

(Both snap out of their building fervor as a sudden realization catches hold.)

Rainbow: And…none of that sounds like Pinkie or Fluttershy, does it?

Applejack: (sighing) Guess not. We got so wrapped up in what’s important to us, we went and ruined what was fun about the game for them.

Rainbow: (groaning loudly) What do we do now?

(Hooves go to chins in deep thought. Dissolve to a close-up of the door at one end of a car; it is shut, but swings open after a string of knocks rings out from the other side. The faces of Applejack and Rainbow are exposed around the sides of the frame; zoom out as they enter—this is the luggage car.)

Rainbow: Pinkie? Fluttershy?

Applejack: We know you’re in here! (Their perspective, panning slowly from one side to the other.) We’ve looked in every other car on the train!

(The sound of the next voice brings the camera back to center. The next three lines are muffled somewhat.)

Voice of Fluttershy: Maybe you need to look again!

Voice of Pinkie: Yeah, because…we’re totally not in here! (Back to Applejack and Rainbow, trading smiles and moving farther in.)

Voice of Fluttershy: And we’re definitely not in here if you’re gonna try and make us play against Appleloosa!

(Cut to the two fugitives, huddled together behind a stack of suitcases as Applejack and Rainbow reach them.)

Pinkie: Or anypony else! (Applejack clears her throat; they look up.)

Fluttershy: Oh… (They pull apart.) …we’re sorry to let you down. But it’s better to do it now than during the game against Appleloosa. (Pinkie nods sadly under this last.)

Rainbow: You don’t have to play against Appleloosa.

Fluttershy: (puzzled) We don’t?

Applejack: Nope. We’re gonna take your place, so you don’t have to worry about that at all. (Cut to Fluttershy and Pinkie, Applejack in the fore; all smile.)

Pinkie: (sighing with relief) Why didn’t you say so?

Rainbow: (from o.s.) Buuuut… (Cut to her and Applejack.) …we can’t take on Braeburn and his team without any practice, so we need you to play just one more time.

Applejack: Against us.

(The smiles on the yellow and pink faces turn to pensive little frowns. Dissolve to a long shot of a buckball field drawn on a patch of arid desert land and zoom in slowly. All four mares and Snails stand at midfield, and a pole-mounted basket lies on the ground off to one side. Applejack, Rainbow, and Snails have donned sleeveless blue jerseys, and Applejack has a ball under one hoof. Zoom in slowly.)

Applejack: Now I know we mixed up the teams before, but since Dash and I really need the practice, we’ll play against the two of you.

(Rainbow flies over to set the pole upright, and Snails floats a spare basket along as he ambles to the other side of the field.)

Fluttershy: Oh, I don’t know how much practice you’ll get against us. We’ve been playing just awful.

Rainbow: Don’t worry about it. Applejack and I just need a little workout.

Applejack: Yep. You two just do your best.

Pinkie: (brightly) I can do that!

(As Fluttershy flies into position to defend Snails’s goal, Applejack flips the ball high for a buck-off. The camera shifts briefly to point straight up at it, the view blacking out for an instant as it falls to fill the screen. Snap immediately to Applejack and Pinkie, the latter jittering badly in place and moaning out her trepidation as her eyes fix themselves overhead. The farmer pivots away from her and bucks the ball hard toward Fluttershy, who shivers and moans in midair before dodging to let the shot thunk into the levitated basket. Snails calmly brings the container down and sends the ball back to land between the two offensive players. Pinkie gasps and flinches away as it takes one short bounce to stop, but Applejack just clears her throat and gives it a leisurely kick. This time, Fluttershy goes into the same high-speed somersault she pulled off during the Act One tryouts and flings the ball back from her tail. Once she realizes her success, she lets off a giggly little sigh.)

Pinkie: (smiling) Ooh!

(Up go the hind legs for a buck that deprives Applejack of a chance at another offensive shot. The ball sails over Rainbow’s outstretched forelegs and drops into the pole basket for a goal; both she and Applejack gape at the resurgence of the amateurs’ skills.)

Fluttershy: (teasingly) Looks like you two really do need practice.

(A smile passes between them; cut to a ball rising in slow motion and tilt down to follow its descent as normal speed resumes. Pink hind legs re-launch it into a high arc, but this time Rainbow dives across just in time to catch it and throw to a beaming Applejack. The apple expert’s buck sends it up and across the field, where Fluttershy casually puts herself in position to snag it with her tail and flick it away. Pinkie skids up to midfield and bounces her rump up to send the ball over Applejack’s head; Rainbow makes another last-second catch and tosses it back. Once again Applejack takes a shot, but now Fluttershy is so perfectly placed for a tail catch that she does not have to shift even an inch. She does a 180-degree spin and hurls it back, sending it down so neatly that Pinkie has only to buck where she stands in order to get her shot off. Rainbow makes a jumping catch and pitches the ball down at the peak of her trajectory so Applejack can kick it up to Fluttershy. The yellow pegasus plies her tail to intercept, then whirls it like a helicopter rotor to build up speed for a lightning-fast return. As Applejack stares in total disbelief, Pinkie takes to the air in an upside-down leap and one-legged kick, which Rainbow blocks with only inches to spare. Applejack’s buck sends Fluttershy into an easygoing climb and tail block/return, which ricochets off the top of Pinkie’s head; Rainbow dives madly for it but fails to stop the shot before it scores.)

(The camera stays on the pole basket, cutting to frame it from different angles and distances as five more shots find their mark, accompanied by laughs and whoops from the o.s. Pinkie. From here, cut to Snails, half-slumped over the basket he has set down and snoring heartily as he naps, then pan back to midfield, where Fluttershy and Pinkie are laughing and passing the ball back and forth. It ends up balanced on the end of Pinkie’s forelock, now standing upright under its own power, as a thoroughly tired, scuffed, and disheveled Applejack and Rainbow cross slowly to them.)

Fluttershy: If you need more practice, we can keep going.

Pinkie: Yeah! (bouncing ball on forelock) I can do this all day.

Rainbow: (trying to catch her breath) No thanks. Playing against you two is just as humiliating now as it was when we weren’t trying to show you how awesome you are.

Pinkie: (letting ball and forelock drop) Wait. What?

(Pan to follow the ball’s rolling course over to the snoozing Snails, who wakes up just in time to levitate his basket.)

Snails: Finally!

(The vessel is flipped upside down and plunked over the ball.)

Applejack: (to Fluttershy/Pinkie) You musta noticed how you aren’t bad anymore.

(Blue-green and blue eyes contract to stunned points, then widen again as Pinkie smiles.)

Pinkie: Oh, yeah! (Fluttershy follows suit.) Weird.

Fluttershy: But, um, why were we so terrible before?

Rainbow: I guess some ponies thrive on pressure and some ponies don’t. And even though we weren’t playing, we were treating you like us, which totally stressed you out.

(Back to Fluttershy and Pinkie on the end of this.)

Applejack: And that just sucked the fun right out of the game for you.

Rainbow: And having fun is what makes you really, really, really good!

Fluttershy: But…being good doesn’t matter if we’re too afraid of letting ponies down.

Pinkie: Yeah! What about all those ponies back in Ponyville counting on us to win?

Applejack: I’m sure folks want you to win, but not if worrying about it makes you miserable. Winning’s never worth that.

Fluttershy: But…how do we keep from worrying about it?  

(On the start of the next line, pan to Snails sitting by his overturned basket.)

Snails: You could do what I do and not think about it. (Pause.) Seriously. I don’t think about anything…ever!

Pinkie: Hmm. (smiling) Works for me!

(She stomps on the ball resting before her to send it up. Dissolve to a close-up of one rising to the top of its flight and falling again, then cut to a long shot of the area—a different buckball field, this one encircled by a perimeter wall with a horseshoe-shaped gate at the far side. Immediately beyond the wall are sections of packed bleacher seats and loudspeakers mounted on poles; the frontier skyline of Appleloosa is visible in the distance. The teams are on the field and suited up—Fluttershy, Pinkie, and Snails in blue for Ponyville; Applejack’s cousin Braeburn, a fierce-looking unicorn mare, and a heavily bulked-up pegasus mare in red for Appleloosa. Both unicorns have their baskets in the air.)

(Pinkie is first to strike on the buck-off, doing a partial backflip to get a rear hoof onto the ball. It sails past the Appleloosa defender and into Snails’s basket, drawing cheers from the crowd. On the start of the next line, spoken by the voice of an announcer stallion through the loudspeakers, cut to a scoreboard set up behind one section. Apple-marked placards show the score as 5-4, but a pegasus flips one over on the lower side to even the count.)

Announcer: And with another bouncing goal from Pinkie Pie, the score is tied!

(The blue-clad trio gathers, Pinkie panting slightly, and Applejack and Rainbow are quick to join them. The latter two are now cleaned up after their rigorous practice session.)

Rainbow: You guys are amazing!

Pinkie: (gasping for breath) Braeburn is really good! (Close-up of her and Fluttershy.)

Fluttershy: So is that pegasus. Oh, I don’t know if we can win. (Zoom out to frame Snails a few steps back.)

Snails: You know what I would do? (Pinkie sidles up with a sly smile…)

Pinkie: Not think about it? (…and zips away.)

Snails: Not think a—

(He cuts himself off sharply upon realizing that he has lost his audience. After a very long pause, his bewildered expression shifts into his usual dopey smile.)

Snails: Oh! Yeah. That.

Applejack: (to Fluttershy/Pinkie) Huh. And as long as you’re havin’ fun, it doesn’t matter if you win or not.

(This pep talk proves much more effective than the one she and Rainbow gave on the train in Act Two, and the two playing mares return to the field with a smile at the sound of a referee’s whistle. Cut to a close-up of this individual—an earth pony stallion—holding up the ball and zoom out to show Applejack and Braeburn facing off. He puts on his best game face, but she flips over with a giggle to stand on her head, bringing him around to an involuntary smile.)

Pinkie: I think it’s more fun this way!

(The ball is thrown up; Braeburn does an about-face in preparation to buck it, but his opposite number snaps her hind legs forward and gets herself upright almost in the same motion. It hurtles up and over his head.)

Announcer: And Pinkie wins the buck-off!

(The Appleloosa defender hurls herself up to swat the ball away.)

Announcer: (as Braeburn skids over to Pinkie) But her shot’s rejected! Back to Braeburn—

(This time he is first to the ball, sending it toward Fluttershy. During the next line, she catches it with her tail and flicks it back.)

Announcer: —whose kick’s stopped by another Fluttershy save! (Braeburn stares as Pinkie lifts her rump to bounce it high.) Next point wins.

(It gets briefly stuck amid the overdeveloped muscles on the pegasus mare’s chest, and one vigorous flex sends it back. Braeburn bucks it downfield on the next line.)

Announcer: Lots of tense back-and-forth here.

(But Fluttershy’s cheerful grin never wavers as she goes into her aerial somersault, catching the ball and returning it at ludicrous speed.)

Announcer: Fluttershy unleashes her patented spin move… (Braeburn gallops across the turf.) …but Braeburn’s there to…

(He skids to an abrupt halt as Pinkie tumbles past, bucking the ball skyward the instant it lands on her rear hooves.)

Announcer: …no! It’s Pinkie with a somersault kick!

(Which zings just past the defender’s reaching hoof to slam into the basket under Snails’s control. And the crowd goes wild.)

Announcer: What a move!

(The scorekeeper puts up the sixth point on the same side as before.)

Announcer: And that’s the game! Ponyville wins!

(The spectators break into a chant of “Ponyville! Ponyville!” as Fluttershy and Pinkie embrace joyfully and their coaches and Snails join in. They fall quiet for the next line, Pinkie hugging Snails and Rainbow delivering a happy little noogie to Fluttershy’s mane.)

Applejack: Huh. Looks like you three made quite an impression.

(Zoom out slightly as the home team crosses to them.)

Braeburn: Well, cousin, I have to admit— (Here comes Applejack…) your Ponyville team played a pretty good game. (…followed by a smug, hovering Rainbow.)

Rainbow: Hah! Good game? We bucked the hooves right offa you!

Braeburn: (removing his hat) Yep, you sure as shootin’ did. I’m gonna have to get real serious about a strategy for our rematch. (Close-up of Fluttershy and Pinkie.)

Fluttershy: Oh, I wouldn’t get too serious.

Pinkie: Yeah! Everypony knows the secret to good buckball is just having fun.

(On the end of this, zoom out to frame the whole Ponyville quintet gathering together. They break into a round of laughter, causing a perplexed Braeburn to glance toward his teammates, but he just gets two shrugs to indicate their equal degree of befuddlement. Cut to the winners, zooming out slowly, and fade to black.)


THE FAULT IN OUR CUTIE MARKS

Story by Josh Haber, Meghan McCarthy

Written by Ed Valentine

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a slow zoom in on a Ponyville house during the day. From here, cut to a close-up of Scootaloo, frantically shifting a toy bucket here and there to catch dollops of sand being flung her way. She miscalculates on the last one, though, and catches it with her face instead. As she shakes herself clean, the camera zooms out slowly to show her sitting in a sandbox, at the center of a fenced-in backyard. Next to her is an earth pony filly: light blue coat; dark blue eyes; wavy, two-tone medium blue mane/tail, the former tied with an orange bow. On her haunch is a cutie mark consisting of a pony skull and two bones, and she is liberally stained with sand kicked up by her enthusiastic use of the toy shovel in her mouth. This is Petunia, who wastes no time in further excavating the considerable hole she has already dug in the sandbox.)

(The zoom out continues through a window until Sweetie Belle comes into view, watching from inside the house.)

Sweetie: So, Scootaloo’s keeping Petunia busy like you asked.

(Longer shot of this area, the living room. She and Apple Bloom sit on one of two couches placed near a coffee table, and the yellow filly is sipping a cup of tea. The pot, her saucer, and Sweetie’s cup/saucer are on the table. The other couch is occupied by Petunia’s parents, both earth ponies, both wearing slightly unnerved grins. Father: cream-colored coat; medium blue eyes; short, tousled, two-tone light blue mane/tail; gray golf shirt with a dark blue sweater loosely knotted around his shoulders; wristwatch on one foreleg. Mother: blue-green coat; pale green eyes; two-tone grayish-blue mane/tail; necklace/earrings/foreleg bracelet all sporting off-white pearls; orange blouse. Her cutie mark is visible as an open oyster with a pearl nestled inside, but his cannot be seen due to the camera angle and the arm of the couch.)

 Sweetie: What did you two want to talk about?
Mother: I’m sure you get these questions all the time. (Father puts a reassuring foreleg around her shoulders.) Oh, this is so awkward.

Father: Um, you’re the experts, so we thought you’d have some insight into our daughter’s new…uh, cutie mark.

Bloom: What’s wrong?

Mother: Obviously we’re both very proud of her— (queasily) —and her cutie mark.

(When Father shifts his hoof to scratch the back of his neck, his mark comes into full view—a pair of crossed fencing swords.)

Father: Despite its, um…unsettling nature. (The grins go back on.)

Sweetie: Unsettling?

(Cut to just outside the window as she crosses to it for a good look, then cut to the sandbox. Petunia has ditched the shovel in favor of her hooves, and she keeps right on throwing sand every which way as the camera zooms in to a close-up of her haunch. Back to the window; all four gather at the panes. The next two lines are slightly muffled by the glass.)

Bloom: I don’t get what you mean.

Mother: Her mark doesn’t…bother you at all?

Scootaloo: (from o.s.) Hey! Check out what we found!

(They move off; cut to within the hole, the camera pointing up at Scootaloo as they peek in around her. An excited young voice, that can only belong to Petunia, speaks up next.)

Petunia: (from o.s.) Look!

(Overhead close-up of her, standing proudly next to a freshly exposed skull and a scatter of bone fragments.)

Petunia: A spiny-backed ponasaurus! In our own backyard! And I found him on my very own! How cool is that? (Close-up of her parents.)

Mother, Father: (laughing with relief) Ohhh! She’s an archaeologist. (Cut to the Cutie Mark Crusaders.)

Scootaloo: Of course! What’d you think she was gonna be, a pirate?

(Mild bewilderment settles in on the three young faces as the camera zooms out. Across from them, the two grown ponies are now holding up the parts of an outfit that might be worn by a high-seas buccaneer; these are thrown aside with big dopey smiles.)

Mother: Pirate? Pffft! Why would we think that?

(They do their best to force out nonchalant chuckles, which the Crusaders absolutely do not buy, and the skull slowly rises into view on Petunia’s front hooves. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a close-up of a helmeted Scootaloo advancing into view. The whirring of her scooter’s wheels is heard as she moves along a street.)

Scootaloo: Woo-hoo! Another successful cutie intervention! (Bloom and Sweetie catch up.) You know, Crusaders, I don’t want to toot our own horn, but we’ve helped a lot of ponies figure out their purpose in life. (They pass a saxophone-playing stallion.) Like Blue Note here. (to him) Nice saxophone, Blue Note!

Bloom: Yep. Everywhere you look—

(Cut to a close-up of Bulk Biceps lifting a barbell and zoom out to show two foals matching his feat—one with apples on the bar, the other with cupcakes.)

Bloom: (from o.s.) —there’s a pony we’ve helped find a purpose.

(The camera shifts to an extreme close-up of two orange rear hooves tapping out a dance rhythm on a stage As the Crusaders cruise by, the tempo speeds up considerably and a zoom out frames the dancer as Tender Taps, the colt Bloom helped to find his love of performing in “On Your Marks.” A sizable crowd has turned out to watch him do his thing. Next they pull up in front of the town hall.)

Bloom: You’ve gotta admit, we’ve had a pretty good effect on everypony since we discovered our destiny.

Scootaloo: And started helping other ponies discover theirs! Could this get any better or what?

(They carry on. Wipe to them traveling along one of the paths at Sweet Apple Acres.)

Sweetie: Now, Scootaloo, you do know there will always be challenges. Someday, somepony might even come to us with a problem that even we can’t handle—like, say… (All stop.)

Bloom: (staring ahead) A griffon?

Sweetie: Hah! Exactly! Like a griffon. (Scootaloo stares.) But that’s just crazy talk.

Scootaloo: (pointing ahead) Or not!

(Now the young unicorn catches on, her green eyes registering their own measure of surprise. Cut to a long shot of the Crusaders’ clubhouse, which has had a new addition in the form of a griffon perched on the observatory roof. One set of foreleg talons is raised to shade the eyes for a long-distance scan of the horizon, and the camera zooms in slightly. The new arrival has fur and feathers in four shades of bluish-gray, with the lightest hue under the chin and the darkest on wings and the end of the tail. A close-up picks out the dark blue-green eyes, the strap of a pair of pouches stuffed with envelopes across the back, and the head plumage tied back in a short ponytail. The contour of the eyelashes marks this one as a female.)

(The Crusaders dive into a handy bush for cover as she scratches behind one ear with a hind-leg paw. This shot is close enough to pick out the light markings around the avian eyes and the tied-back feathers. Sweetie is first to risk a look in close-up.)

Sweetie: Is that really a griffon? (Zoom out; Bloom and Scootaloo put their heads out, Scootaloo without her helmet.)

Bloom: You’re darn tootin’ it is. What do you think that griffon wants?

Sweetie: I guess we’ve gotta ask her, but…

(Close-up of the griffon, again shading her eyes for a searching look.)

Sweetie: (from o.s.) …aren’t griffons supposed to be kind of mean and cranky? (The bush again.)

Scootaloo: Crusaders, looks like we gotta step carefully.

(They plunge back into the bush and emerge from one side, moving as stealthily as they can, but the visitor gets an eyeful and dives off the roof. An instant later, the feathered head pops up from the bush to scare them into a halt, and the griffon speaks with a young, excited voice. This is Gabriela, or Gabby for short.)

Gabby: The Cutie Mark Crusaders! (leaping out to stand over them; they fall backward) I can’t believe it’s really, really you!

(With a peal of wild laughter, she gathers the fillies up into a bone-crushing hug.)

Scootaloo: (strained) This griffon’s not cranky!

Bloom: How in the blooming apples did you know who we are?

Gabby: Know who you are? (Her perspective, shaking them back and forth.) Know who you are?!?

(She sets them down; cut to her as she pops up to a hover.)

Gabby: Why, I’ve heard about you from everypony in Ponyville! I’m so excited to meet you, I could just explode!

(For the first time since opening her beak, she actually calms down a bit.)

Gabby: I’m Gabriela. (Touch down before them.) But you can call me Gabby since we’re friends now.  (grabbing all six of their forelegs) Pleased to meet you!

(The ensuing shake rattles the equine skulls and leaves their owners badly dazed for a few seconds. Bloom is first to speak once they recover.)

Bloom: Well, howdy, um, Gabby. (Up goes the visitor with an ecstatic squeal.)

Gabby: I’m just about the most excited any griffon has ever been about anything!

Sweetie: (confusedly) Excited? But…whatever for?

Gabby: What for? What for? Everypony in town tells me of your amazing assistance! (doing a loop-the-loop) How you help ponies find their place in the world!

Scootaloo: It’s a calling. But— (Gabby swoops down to her.)

Gabby: And that’s why I’m here. I need help too. (pointing to her haunch) I want you to give me a cutie mark!

Bloom: (hushed, to Scootaloo/Sweetie) Um, can a griffon even get a cutie mark?

Scootaloo: (hushed) I don’t know, but I think we should probably find out.

(All three slap on huge nervous grins, letting weak little chuckles slip out between their teeth; Gabby beams and rubs her talons together in anticipation. Dissolve to an extreme close-up of a tabletop in the clubhouse. Scootaloo sets a full glass on it; on the next line, Gabby’s talons settle down at the edge and the camera zooms out to frame all four around the table.)

Scootaloo: So, Gabriela…

Gabby: Gabby, ’kay?  

Scootaloo: Gabby. (Who picks up the glass and starts guzzling.) Why do you even want a cutie mark? It doesn’t seem like a very…griffon-y thing to want. (Gabby slams it down, empty.)

Gabby: (leaning toward her, with growing zeal) Right? Right? Right?

(She spreads her wings on the last repetition, startling Scootaloo into a topple backwards to the floor.)

Gabby: You’re telling me! (She settles down and taps her talons.) I don’t know if you’ve heard, but griffons can be a little bit…unfriendly.

(Her eyes swivel toward the ceiling in recollection, and the camera tilts up to follow them as the view undergoes a wavering dissolve to a long shot of Griffonstone, the realm visited by Pinkie Pie and Rainbow Dash during Season Five. It is in somewhat better shape than they left it, suggesting that this flashback is set sometime after they turned up, and residents bustle about through the air.)

*** Until the end of the flashback, all of her lines are delivered as a voice over. ***

Gabby: Most griffons don’t pay much attention to each other. (Two nearly collide in midair and exchange angry squawks, a third joins in.) And if they do, it’s not, you know, the good kind of attention.

(She perches atop a roof.)

Gabby: As for me, I’m just a little mail delivery griffon— (She pulls a letter from her saddlebags with her beak and gives a cheery salute and thumbs-up.) —who likes to spread a little bit of griffon-y sunshine on my rounds—

(The recipient of this gesture is a sour-faced local who is dumping a bucket of water out of his birdhouse-styled home’s front entrance hole. Gabby wings over to him.)

Gabby: —which always makes me feel different from the other griffons.

(He snatches the letter away, ducks inside, and slams the door. Similar scenarios play out twice more with others on her route. She stops in a downcast hover, but her eyes widen upon glancing downward; on the start of the next line, cut to an elderly female hobbling along with a cane as she arcs down to help.)

Gabby: I’d do anything for any old griffon in need.

(What she gets are a few angry yelps and swings of the stick that send her scrambling for cover.)

Gabby: But it just always seemed like the harder I tried, the less I fit in.

(On the next line, she peeks out from the alley in which she is hiding and sees Pinkie talking with Gilda. The two are standing by the latter’s scone cart.)

Gabby: It wasn’t until your friends came to Griffonstone that I realized some creatures actually like helping each other— (Smile; eyes shine.) —and I saw something so awesomely awesome!

(Cut to the moment of Gilda offering a scone to Greta.)

Gabby: How helping spreads from pony to pony and griffon to griffon!

(Her excitement fades into bewilderment; cut to her perspective and zoom in on Pinkie’s and Rainbow’s cutie marks—flaring to indicate a completed friendship mission.)

Gabby: I knew then that I had to find out why I was so different from the other griffons. (The two ponies leave; she watches from the carved archway leading into Griffonstone.) And I knew the answer just had to have something to do with those wonderful, amazing marks on the ponies’ flanks.

(Her eyes widen in close-up; behind her, the background dissolves to a thatched rooftop.)

Gabby: And I admit—

(Giggle; cut to a longer shot. She hovers behind Gilda, who is sealing an envelope that bears Rainbow’s cutie mark.)

Gabby: —I became m-maybe a little obsessed.

(She practically vibrates in place with nervous excitement, earning a stony glare from the brown/white scone baker before the letter is held out to her. Gabby’s wings flare out to full spread in the bargain.)

Gabby: So, first chance I had to deliver a letter from Gilda, I took it—

(She snatches it in a blur of talons and paper and is airborne in almost the same motion, leaving nothing but a couple of feathers drifting to the ground as Gilda stares dumbstruck after her.)

Gabby: —so I could find the perfect ponies to understand what those marks are!

(She makes a beeline for Ponyville; cut to a close-up of Petunia and her parents standing in front of their house and zoom out on the next line. The filly has cleaned up since her fossil dig in the backyard sandbox. Gabby hovers nearby to hear their tale, and they point off down the street.)

Gabby: Everypony here told me one thing.

(Away she goes; now Bulk says his piece to her, pointing to his barbell cutie mark for emphasis and then directing her elsewhere.)

Gabby: I just had to see the Cutie Mark Crusaders.

(She zooms away; as she continues, cut to Tender on his stage, indicating his own mark and adding a few words and a new direction to check out.)

Gabby: They’ve helped everypony here get their cutie marks, and I knew— (She takes off again.) —I just knew—

(Now she finds Blue Note, the sax player, hanging out near the clubhouse; he makes a suggestion and points her toward the structure.)

Gabby: —that someday I’d have one too! (Close-up, her eyes shining.) A cutie mark of my very own!

(The flashback ends with a wavering dissolve back to the present, framing her identically composed face inside the clubhouse.)

Gabby: (jumping onto table, standing on hind legs) That’s why I flew all the way here! I want to find my own place in the world, and I know you can help me, by giving me a cutie mark! (hovering) So, let’s make with the cutie!

(She covers her eyes, only to separate her one set of talons so she can open one of them to peek out.)

Gabby: Whenever you’re ready. (Cover, then uncover both and check the haunch.) Did it happen yet?

Sweetie: Uh…not exactly.

Gabby: (rapid fire) How about now, how about now, how about now, how about now?

Bloom: Um…Gabby, I hate to break it to you, but…it sounds like you mighta heard some tall tales about what Crusaders can do.

Scootaloo: I mean, we are kinda awesome and all, but nopony can just give you a cutie mark. It just sort of…happens. (Bloom nods.)

Sweetie: Though I’m pretty sure it doesn’t happen to griffons, or if it does, we’ve never, ever heard of it.

Gabby: (dejected, touching down) Oh. I hadn’t thought of that. (brightening, hovering) Sounds like a challenge! And who could be up to it but the world-famous Cutie Mark Crusaders? Cutie marks! It’s in your name and everything, right? Right? Right?

(She leans into one Crusader’s face on each “right”—first Sweetie, then Bloom, lastly Scootaloo—and then backs off.)

Gabby: (pulling a letter from her pouches) Now I have to deliver Gilda’s letter to Rainbow Dash. (Tuck it away.) I bet by the time I get back, you’ll have it one hundred percent figured out!

(Cut to just outside the door as she opens it from inside.)

Gabby: Toodles for now!

(She flaps away to get on the job, punctuating her departure with a long, high-spirited whoop as the Crusaders step to the door with clear worry in their eyes.)

Gabby: (fading out) GONNA GET MY CUTIE MARK!! (Close-up of them on the end of this.)

Sweetie: What she wants…it’s not possible, right?

Scootaloo: I don’t know. But I know someone who just might.

(Wipe to an extreme close-up of a table cluttered with books. One more is plunked down and opened with magic, the pages flipping quickly, and Twilight Sparkle leans into view over it.)

Twilight: I’ve read every book on the subject—

(Cut to a longer shot; she and the Crusaders are in the library of the Castle of Friendship.)

Twilight: —and I’ve never read a thing about any creature other than a pony getting a cutie mark.

Scootaloo: But, Twilight, Gabby flew all the way here so we could help her! There’s gotta be something we can do! (Sweetie thinks for a second.)

Sweetie: Say, is there some kind of spell you can whip up to make her mark appear?

Twilight: Um, I don’t know if any of you remember, but using magic to get a cutie mark never really works out all that well.

(Referring to both her attempts to conjure one onto Bloom’s haunch in “Call of the Cutie,” and the filly’s run-in with the title affliction in “The Cutie Pox.”)

Crusaders: (deflated) Ohhhh! Right. (Twilight paces the room, floating a couple of books along.)

Twilight: Crusaders, I’m sorry. While I can’t say for certain that it’s utterly impossible— (shelving them) —the chances of Gabby getting an actual mark are…pretty slim. Everything I’ve ever learned tells me—it’s just not gonna happen. (Cut to the Crusaders.)

Bloom: Oh, no! Poor Gabby (to Scootaloo/Sweetie) What the apples are we ever gonna tell her?

(Zoom in slowly on their apprehensive expressions and fade to black.)

Act Two

(Opening shot: fade in to a long shot of the Castle and tilt down to frame the Crusaders heading away from it into town. Scootaloo is back on her scooter and wearing her helmet.)

Sweetie: Crusaders, this is terrible! Gabby really believed in us, and now we’re gonna let her down.

Bloom: But…what else can we do?

Scootaloo: Hmm.

(A split-second inspiration causes her to wheel around and stop so that she faces them.)

Scootaloo: You know what, Crusaders? So what? Maybe we can’t help Gabby get a cutie mark, but we can still do what we’re best at. We can help her find her purpose! (Bloom and Sweetie brighten.)

Bloom: And I reckon doin’ that is the same for griffons as it is for ponies, or any other creature in Equestria. (Scootaloo is now off her scooter.)

Scootaloo: All we have to do is be extra-special-clear with her. (Close-up.) Like, “Crystal Empire” clear. (Zoom out to frame all three.)

Crusaders: Yeah!

(The little speed demon mounts her vehicle again and all three continue their travels. Dissolve to them crossing the stretch of land surrounding the clubhouse as Gabby barrels toward them from above.)

Gabby: INCOMING!!

(The warning brings them up short; cut to just below the plunging flyer, the camera pointing straight up at her splayed limbs and exuberant countenance. The view blacks out as she fills the screen, then snaps to her delivering a triple-whammy hug to the fillies. After several seconds that probably rearrange a few too many bones, she puts them down. Scootaloo has shed her helmet and scooter again by this point.)

Gabby: Hiya, you wonderful, wonderful Crusaders! I just know you’ve figured out how to help me because you’re all so incredible! (Cut to the trio.)

Scootaloo: Well, Gabby, we’ve talked it over, and we think we may just be able to help you out—but not exactly in the way you think. See, here’s the thing about you getting a cutie mark. (Back to Gabby on the next line.)

Gabby: (shrilly) I’m getting a cutie mark! (She lifts off into a whooping, corkscrewing ascent.)

Scootaloo: (calling after her) Wait! You didn’t let me finish!

Sweetie: (to Scootaloo) Um, I think maybe that could have been clearer.

(Dissolve to an open clubhouse window, seen from outside. She stares glumly out beyond the shutters, watching the enraptured Gabby flap into view.)

Gabby: Cutie mark, cutie mark, gonna get my cutie mark! Yahoo!

(Off she goes with yet another round of joyful vocalizations; cut to inside, where Sweetie turns away from the window to address the other two.)

Sweetie: She’s still going. Anypony know if griffons ever get tired?

(Said griffon chooses this moment to hang upside down into view from outside, startling her a good bit.)

Gabby: What do you think my mark’ll be? A lightning bolt? An erupting volcano? (Cut to Bloom and Sweetie, trading unhappy looks; she continues o.s.) I don’t care if it’s a jar of marmalade! (All four again; she is now right side up.) I know I’ll love it, whatever it is!

Bloom: (stepping to window) Hold on just a hoofstep, Gabby. There’s somethin’ we need to clear up. We can definitely help you find your purpose, but… (scratching back of neck) …that mark’s probably not gonna happen.

(Gabby zips in through the open door, talons to cheeks in total shock.)

Gabby: What?!?!?

Scootaloo: (stepping toward her) It’s true. Twilight’s never heard of a creature other than a pony getting a cutie mark.

(Instead of being utterly crushed by this bit of information, the newcomer smile and waves it off.)

Gabby: Oh! (scoffing) Is that all? You had me worried for a second. I mean, there’s a first time for everything, right? (knowingly) And she didn’t say it was impossible, right?

(On her last word, cut to the Crusaders, more than a bit flummoxed by her sudden shift in attitude and/or failure to comprehend the situation.)

Bloom: Well, not exactly. (Gabby rises to a hover.)

Gabby: Well, then, if anypony can make it happen, it’s you three! I mean, you haven’t failed yet!

(That gets the three youngsters’ minds working.)

Scootaloo: You know what, Gabby? (crossing to her) I promise we’re gonna do everything we can to help you get your mark.

Gabby: (hugging her) Ooooh! It’s gonna happen! (Let go.) I can feel it!

(The exterior of the clubhouse; she launches herself out the door for the latest round of jubilation in flight. Out come the Crusaders onto the platform, definitely not sharing the mood.)

Sweetie: And she’s off again.

Bloom: (to Scootaloo) Why in tarnation would you promise somethin’ that just can’t be done?

Scootaloo: (flapping her wings) I know what it’s like to want something that’s out of reach. (looking up, smiling) And just because it hasn’t happened yet, doesn’t mean it can’t. (stepping toward ramp) Maybe trying for the impossible isn’t so bad. (The others flank her.)

Sweetie: Guess we’ll never know for sure unless we give it a try.

Bloom: All right, but…where do we even start?

Scootaloo: Where we always do—with a good old-fashioned Crusaders chart!

(Dissolve to a tilt up the length of a long sheet of paper tacked on a wall inside. It is covered with crayon drawings of various activities and topped with a header that shows the group’s insignia.)

Bloom: (from o.s.) The first thing we gotta do is find your purpose.

(On the end of this, a pointer rod taps the sheet and the camera zooms out to show her holding it alongside. A longer shot frames all four gathered here.)

Scootaloo: Nopony gets a mark without one. (Gabby sits.)

Gabby: Oh, right! (pumping fists) Let’s do this!

Scootaloo: What are you good at? Do you play any sports?

Bloom: (tapping paper) Or like to dance?

Sweetie: Or how about singing? I just love to sing.

(And she demonstrates with a quick, slightly out-of-tune arpeggio. Gabby moves a bit closer to the visual aid.)

Gabby: Wow! I kinda want to just try everything! I mean, I don’t even know what to pick!

Marching drum cadence, moderate 4

Scootaloo: (nudging her flank) Don’t worry. That’s what we’re here for.

Acoustic guitar/mandolin in; quiet melody with flute/glockenspiel accents (D flat major)

(All three fillies start marking time, but each stops when she sings.)

Sweetie: (crouching)                Like a racer at the starting line, you’re chomping at the bit

Scootaloo:                        You are here to find your purpose and the place you really fit

(Bloom sidles up to Gabby, having put her pointer down.)

Bloom:                        And until you find your place in life, you’re never gonna quit

Crusaders:                        We can help you find the purpose in your life

 

Drum cadence replaced by standard percussion, with heavy accent on first beat of each bar

Flute out immediately; mandolin/glockenspiel out at start of next verse

 

(Scootaloo and Sweetie, now over by the sheet of drawings, pull on the lower end and cause the whole thing to roll up like a windowshade. It floats down, briefly filling the screen with whiteness that yields to a close-up of Gabby holding the document.)

Gabby:                A griffon mixes lion strength with winged eagles’ might

(Roll it up; tuck under a foreleg; point to haunch.)

                        When I finally find my purpose, then my cutie mark’s in sight

                        Crusaders, I won’t let you down, I’ve just begun to fight

(Outside the clubhouse; she opens the door and flies out, having shed her mail pouches.)

                        You’re gonna help me find the purpose in my life

String accents in; mandolin/glockenspiel in for two bars, then out again

(The Crusaders gallop down the ramp after her, Sweetie carrying the rolled sheet in her magic; a moment later all four are bounding down the block in Ponyville proper.)

Drum cadence takes over for percussion (A flat minor)

(They slide to a stop, Gabby shades her eyes for a look around, and Sweetie unfurls the sheet as Scootaloo points in a certain direction.)

Gabby:                Got a job that’s just no fun? Call on me, I’ll get it done

(All race off that way, Sweetie pulling the paper past the camera. Behind its trailing edge, the view wipes to a frustrated Zecora in her hut, trying and failing to stir an incredibly thick brew in her caldron. Gabby steps up and takes over for her, successfully agitating the batch and bringing a smile to the zebra’s face.)

                        Caldron stuck and needs a mix? I’m the one who’s got the fix

(She pulls a blackboard eraser across the screen; behind it; wipe to a stretch of the green surface and zoom out as she chalks up a formula for Cheerilee and the students in the classroom of the Ponyville schoolhouse. Bubbles wash this view away to show her now cleaning a patch of floor in the ground-floor showroom of the Carousel Boutique. Rarity and the Crusaders look on with delight.)

                        Help you teach pre-calculus, scrub the floors, won’t make a fuss

(A strand of seaweed waves across the screen; behind it, wipe to her and a stallion cleaning up the green stuff on a beach as the Crusaders look on. A quick rain of apples changes the view to the Sweet Apple Acres orchards, where she hangs from a branch to drop fruit into one of several waiting tubs. Applejack smiles at the help. In both of these scenes, the Crusaders look on approvingly and Sweetie keeps the sheet handy.)

                                        Clearing kelp, just give a yelp, raring to go, ready to help

Half-time feel; strings strengthen; mandolin in

Drum cadence replaced by standard percussion (E major)

Crusaders:                That’s the spirit, you want to see what you do best

(Gabby pores over it and picks out a picture of a baby; several other options are now crossed out.)

                        Try it all, pick your fave and leave behind the rest

(All four stand in a street; she lets Sweetie pull it away and magically roll it up.)

Gabby:                I’ll try anything to get my cutie mark

(She takes to the air and they gallop after her.)

                        Keep up with me, Crusaders, we’re just getting our start

Half-time feel ends; strings out (D flat major)

(The cylinder of paper floats past the screen; behind it, wipe to a fenced-in yard in which Gabby is rocking an infant gently in a cradle. The mother wipes her forehead in silent gratitude for this respite as the griffon turns away to hang laundry on a clothesline.)

Gabby:                Rock your little ones to sleep while hanging up the sheets

(Next she helps Bulk tote stacks of boxes, but passes her load off to him as the Crusaders catch up, leaving him to tumble onto his back. She zips past them to find Granny Smith and escort her across the road.)

                        I can help you with your heavy load, walk Granny ’cross the street

(A baseball bat swings across the view; behind it, wipe to home plate at a packed stadium. She is up to bat, and she gets a hit and breaks into a run for first, passing the Crusaders and stripping a pennant from Bloom’s grip.)

                        I’ll run you ’round the bases fast, it’s really no big feat

(The fillies suddenly become very uneasy; Sweetie levitates the sheet up from behind the wall that runs along the foul line.)

Crusaders:                Can we help her find the purpose in her life?

String/glockenspiel accents in

(A flash of white fills the screen and clears to give an extreme close-up of a set of teeth being fitted out for braces. Two gloved hands grip the ends of the wire running along the front teeth and pull it taut; zoom out to show Gabby on the job in a dentist’s office. Her patient, a colt, smiles gratefully from the examination chair in which he sits; across the way, though, the Crusaders are now very worried and Sweetie uses her field to float the sheet and maneuver a pencil to cross off yet another item.)

Glockenspiel/mandolin out; drum cadence takes over for percussion (A flat minor)

(A gush of water streams down over the screen, triggering a wipe to a close-up of Gabby putting a wing around a glum-faced stallion on a bridge and causing him to smile. She has removed her gloves. Next a rush of flowers shifts the view to a close-up of a potted plant getting attention from her watering can. Zoom out to show her at work on a path lined with copious flora and two pony topiaries. The Crusaders watch, awed.)

Gabby:                Cheer you if you’re feeling low, plant your garden, make it grow

(A sheet of music is extended into view; one set of talons holds it while another adds a few bars, and she hands it off to a vocal/harp/cello trio and pulls out a clarinet to accompany them.)

                        Write a piece for your quartet, filling in on clarinet

(Muffins tumble down from above, the view wiping to the kitchen of Sugarcube Corner. As the Crusaders sit at the counter, sheet held magically in tow, Gabby pulls a fully decorated three-tier cake from the oven and sets it before them. Oven mitts cover the taloned digits.)

                        Bake that cake as fast as lightning

(Sweetie scratches another idea off the list.)

Crusaders:                She’s so good at things, it’s frightening

(Closer shot, tilting down from top to bottom; every choice has been stricken through.)

                        Cutie Mark Crusaders, I think we’ve got a problem

Half-time feel; strings strengthen; mandolin in

Drum cadence replaced by standard percussion (E major)

(The multi-talented avian now stands at the wheel of a ship, having ditched the oven mitts and donned a life jacket.)

Gabby:                Build a boat and sail it out across the sea

(Leaves stream past, the view wiping to a street as she flies along to the admiration of those she has assisted; she has ditched the survival gear, and she winks and waves to them.)

                        Need some help? You know that you can count on me

(She lands among the Crusaders and gathers them into a hug with her wings, but the gesture only worsens their unnerved state.)

                        CMC’s, you’re gonna help me find my purpose

(She rises alone into the sky high above Ponyville, twirling slowly.)

                        The purpose in my life

Half-time feel ends and standard percussion resumes as she holds the last note

Glockenspiel accents in

(Swoop down to ground level, where two stallions hold her aloft on their front hooves, then lower her onto their backs for a celebratory procession.)

Gabby:                In my life

Hold a dramatic chord (D major)

(Pan a short distance away from her to stop on the Crusaders, Bloom sitting on her haunches and holding the sheet.)

Bloom: Now how we gonna do this?

Song ends with a pair of stingers (E major)

Sweetie: Gabby’s special purpose can’t be everything, right?

Bloom: It may as well be. I don’t know how we find what she’s supposed to do— (holding sheet out for others to see; every single item is now marked off) —when she can do it all. (Scootaloo sits down with a heavy sigh.)

Scootaloo: And if finding her purpose seems impossible— (Close-up.) —we can just forget about the whole “griffon getting a cutie mark” thing, which is actually impossible.

(Sound of the paper being rolled up; cut to frame all three, Bloom holding it in a foreleg and seated on her haunches, Scootaloo clapping hooves to eyes.)

Scootaloo: I never should’ve gotten her hopes up!

(On the start of the following, zoom out to frame “her” hovering nearby.)

Gabby: (emphasizing each word) I did it all! (normal enunciation) So? Lay it on me, Crusaders. (Land.) What’s my purpose? (pointing to haunch) And how do we get a mark on these here haunches?

(Red-gold, violet, and green eyes telegraph pleas of silent desperation to one another before Scootaloo steps forward.)

Scootaloo: Gabby…we… (hanging head) …we don’t.

Gabby: Wait. What are you saying?

Bloom: (standing up) We’re sayin’ that since you can do everything so amazingly well…

Sweetie: …we just can’t figure out what one thing you’re supposed to do.

Scootaloo: (voice breaking) Gabby…we can’t help you.

Gabby: (tearing up) B-But-but…y-you’re the world-famous Cutie Mark Crusaders! I can’t believe it. I…I… (with sudden ire) …I won’t believe it! (She takes off.)

Bloom: Gabby, wait! (All three gallop after her.)

Scootaloo: We’re sorry! (All stop.) We’re so, so sorry! (softly, to Bloom/Sweetie) This is just awful. For the first time ever, the Cutie Mark Crusaders are cutie mark failures.

(Tears brim in her eyes on the end of this, and the other two pairs follow suit all too quickly. Fade to black.)

Act Three

(Opening shot: fade in to the trio in their clubhouse, seated despondently on their haunches near a wall. Scootaloo rolls up their list of ideas.)

Scootaloo: I’m sorry, Crusaders. I really thought we could help Gabby.

Sweetie: I thought we could help anypony.

Bloom: Maybe that’s just it. Maybe we can only help ponies.

Scootaloo: (angrily) Or maybe we just plain failed.

(She throws the roll aside, but her sulking is interrupted by the sound of the opening door.)

Gabby: (from o.s., excitedly) Failed? (Cut to her, having just entered and wearing her pouches.) Then what do you call this?

(On her last word, she points to her haunch and lifts her wings slightly the camera zooming in to a close-up of a full caldron on the bluish-gray hide. The new mark gleams, throwing a hearty measure of surprise into the Crusaders.)

Crusaders: A cutie mark?

(Bloom and Scootaloo are all smiles and galloping across the room in a trice, but Sweetie stays put and boggles at this new development.)

Sweetie: What?!? You got your mark after all! Even though we couldn’t find your purpose? But…what? Huh? How?

Bloom: And what does it mean? A caldron?

Gabby: (suddenly jittery, folding wings to cover it) Uh…I don’t know. M-Maybe it means my purpose is, uh, helping Zecora with potions. That was the first thing I tried. I guess it just took some time to appear. But here it is!

Scootaloo: (jumping around Gabby) This is awesome! We’re not failures! Whatever we did worked! (nudging her) I had a feeling we could help you, and we did!

Bloom: Oh! We’ve gotta go see Twilight right away! She’ll want to know about this.

(If the griffon got a bit jumpy before, this idea really jams up her mental gears and brings her over in a sweat.)

Sweetie: Correction—she needs to know about this. I bet she’ll want to write a whole book about the very first griffon to get a cutie mark of her own!

Gabby: O-Oh! Um…totally! Um, but, you know, uh, Rainbow Dash asked me to pick up her answer to Gilda’s letter. I better take care of that before I forget. (Weak laugh.) Here’s an idea. Uh, y-you head to the Castle, and I’ll meet you there… (giving double thumbs-up) …cutie mark and all! Um…toodles!

(And out the door she goes in a cloud of dust and loose feathers. Cut to just outside as the three gather on the platform.)

Scootaloo: Wow! Can you believe it? We were able to help her get her mark after all! Come on, Crusaders! Let’s tell Twilight!

(All twelve hooves pound down the ramp. Dissolve to the library within the Castle; they are now here, and Twilight has two stacks of books floating in her aura and brings one down for a quick riffle through the pages. Zoom in slowly.)

Twilight: Gabby? You just missed her. She was in such a hurry, she didn’t even come in. (A folded sheet is levitated out.) Just dropped this letter and zoomed away.

(The book goes to one stack, the note toward the fillies, positioning itself at their eye level. Behind them, one tome after another is floated back toward the shelves.)

Scootaloo: (reading, with growing puzzlement) “Dear Crusaders: I’ll never forget you. You really are every bit as awesome as I’d heard. I’m heading home to tell all the griffons how you did the impossible by getting me my cutie mark. Toodles.”

(Twilight’s eyes shrink to flabbergasted points and all the books she has been shifting around hit the floor. Scootaloo catches the note before it can do the same.)

Twilight: (turning to face them) Wait a second. (beaming) Cutie mark?

(A poof of magic puts her right in front of them.)

Twilight: You actually got a griffon a cutie mark for the first time in recorded history? You know what this calls for? (singsong, floating materials toward herself) A full-scale research project!

(She walks off, the gear following, as Scootaloo sets the note on the floor and pins it under a hoof.)

Sweetie: This makes no sense! Gabby didn’t come in and show you her mark?

Twilight: (floating more books off shelves) You have got to get Gabby back here right away! I have so many questions! Ooh, I hope I have enough ink and parchment to document everything!

(Cut to the corridor, just outside the closed doors.)

Twilight: (from inside, muffled) SPIKE!! (They burst open; she gallops out, pulling the supplies along.) GUESS WHAT JUST HAPPENED!!

(Inside the library again.)

Bloom: Weird. Gabby didn’t show Twilight her mark like she said she was gonna do? Somethin’ in this here applesauce smells kinda fishy.

Scootaloo: We’d better find her and find out what’s going on. Come on, Crusaders!

(They beat hooves toward the exit. Wipe to them sprinting along one of the paths through the Sweet Apple Acres orchards, eyes trained upward.)

Scootaloo: Keep your eyes on the skies, ponies. Gabby can’t have gone far. (Bloom looks straight ahead…)

Bloom: She’s not in the air— (…and now the others do too.) —she’s right there!

(Cut to their perspective, closing in on the flighty griffon. She is straining to push a cart free of a muddy patch as Doctor Whooves, in the harness, pulls from the front end.)

Bloom: Gabby, hold up! We’re a-comin’! (Gabby reacts with visible alarm; cut to her.)

Gabby: (hastily) Um, sorry, uh, no time to chat. (They catch up.) I just stopped to help this pony get out of the muck, and then I really gotta fly, okay? (Quick, forced chuckle; she pushes again.) Heave, ho!

(The shove imparts enough momentum to break the wheels loose so Whooves can gallop away, but she overbalances and goes face first into the mud. Voicing a woozy little moan, she lifts herself partway up as the Crusaders gather around.)

Sweetie: Gabby, we’re your friends! Why in Equestria are you running away from us? (Close-up of Gabby, from the shoulders up.)

Gabby: Running away? (smiling weakly) O-Oh, I’m not running away. I’m just, uh, e-excited to show my lovely new cutie mark to everyone in Griffonstone!

(Pan slightly to bring her hindquarters into view—along with Bloom, staring at the caldron cutie mark. The fact that it has degenerated into a smear of paint after the graceless splash landing speaks to a definite lack of authenticity.)

Bloom: You mean the cutie mark that’s runnin’ right off your flank?

Gabby: (deflated) Yep. That’s the one. (rubbing it off) I guess the one thing I’m really not good at is…faking things.

Scootaloo: Wow, Gabby. Painting on a fake cutie mark to make yourself feel better? You must’ve been really upset.

Gabby: Sure, I was disappointed. (smiling) But I didn’t do it to make myself feel better, I wanted to make you feel better.

(A tripartite gasp from the locals.)

Gabby: I couldn’t bear you three thinking you failed after you tried so hard to help. That’s why I had to leave before your Twilight found out the truth. (Sigh.) I’m sorry I wasn’t honest with you. (walking past them) I’ll just wing my way back to Griffonstone. Thanks for trying.

(Bloom’s next words bring her to a halt.)

Bloom: You don’t need to apologize for carin’ about how other ponies are feelin’.

Sweetie: I’m just sorry we couldn’t come through for you. (Gabby turns back to them.)

Scootaloo: Hmm… (smiling) …maybe we can! Gabby, clean up and meet us at the Crusaders’ clubhouse.

(Gabby’s reply is a smile and salute. Dissolve to the interior of the clubhouse, Sweetie standing by the closed door; she opens it to admit the griffon, freshly scrubbed but down in the mouth again.)

Gabby: (walking in) I know you all tried your very best. But I guess griffons and cutie marks just don’t mix. Maybe I don’t even have a special purpose.

(Cut to Bloom and Scootaloo, elsewhere in the room. The earth pony filly has focused her attention on a small box resting atop a crate.)

Scootaloo: Hang on a second. (Glance at Bloom.) We were racking our brains, trying to figure out your destiny, until we remembered how every time you did something new, you tried to help everypony around you.

Sweetie: (leading Gabby toward them) Even us. How did it feel when you showed up with that fake mark, and the three of us thought we’d actually helped you?

Gabby: (smiling) Well, I was really glad I helped you feel happier.

Scootaloo: So maybe helping is your thing. (slyly) You might even say it’s your purpose!

Gabby: (slightly perplexed) Uh, but helping just feels…good. (scratching back of neck) I-It couldn’t have anything to do with what I’m supposed to do with my life…right?

Scootaloo: Gabby, finding your special purpose doesn’t have to be about being good at something. It’s about feeling good about something, inside.

Bloom: And it looks like your destiny is a whole lot like ours—helping others. And you don’t need a symbol on your flank to know that.

Sweetie: But since we are the Cutie Mark Crusaders, we made you one anyway.

(Gabby’s eyes pop to the size of poker chips just before Sweetie fires up her horn.)

Sweetie: Behold!

(Her magic brings the box over and sets it before the uncomprehending flyer, leaving the lid behind.)

Crusaders: Your very own cutie mark!

(Close-up of the open container, zooming in slightly. Inside are two wooden crests shaped and colored to match the red/pink/magenta shields they bear on their haunches, each with a pink trophy chalice overlaid on a purple starburst.)

[Animation goof: The order of shield stripe colors is reversed here, but will fix itself in the next shot.]

Crusaders: (from o.s.) Ta-da! (Cut to Scootaloo.)

Scootaloo: We carved it to mark the moment we all figured out what you should do with your life. (Sweetie magically clips them onto Gabby’s mail pouches.)

Gabby: But they look just like yours. (Their meaning sinks in all the way.) You can’t mean…?

Scootaloo: You bet we do! You’re one of us now! Gabby, today we dub thee…

Crusaders: …the very first griffon member of the Cutie Mark Crusaders! (rearing up briefly) Woo-hoo!

Sweetie: You may not be able to get a cutie mark…

Bloom: …but you’re selflessly dedicatin’ your life to helpin’ others anyhow. I can’t think of anything more Crusader-y than that.

(Dissolve to a close-up of Gabby’s joyful countenance in midair.)

Gabby: AWESOME!! (turning around) My very own cute-ceañera!

(On the end of this, the camera zooms out to a long shot of the town square. Both it and the town hall are fully decked out for this very sort of party: balloons, pennants, confetti, and plenty of banners and decorations sporting Gabby’s newly bestowed crest A lively crowd has turned out to commemorate the occasion; cut to an overhead close-up of the Crusaders among them.)

Bloom: Oh, land sakes! You sure have earned it.

Sweetie: And so have we. Scootaloo, you’re pretty amazing. (Ground level.) Even though things looked bleak, you still found a way to help Gabby in the end.

Scootaloo: ’Course! Helping’s what we do, right?

(A giddy gasp from the o.s. guest of honor; now she flutters down to the gathering, which includes the trio for which she composed music during her Act Two song. With a laugh, she sweeps the Crusaders into her patented pulverizing hug.)

Gabby: I am so grateful! (Set them down.) I’m gonna go home and do my very, very best to bring Cutie Mark Crusader values to Griffonstone! (talons to hips) I promise!

Scootaloo: Promise us one other thing, too? (A quick glance among the Crusaders.)

Crusaders: Come back soon!

Scootaloo: After all, you’re a Crusader now. Crusaders forever?

Gabby: Crusaders forever!

(Cut to a point just above their heads. Three hooves and one set of talons clap together in extreme close-up for a four-way high five, celebrating the club’s first cross-species initiation. Fade to black.)


VIVA LAS PEGASUS

 

Story by Michael Vogel, Kevin Burke, Chris Wyatt

Written by Kevin Burke, Chris Wyatt

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

 

Transcribed by Alan Back (ajback@yahoo.com)

 

 

Prologue

 

(Opening shot: fade in to a long shot of the Castle of Friendship during the day and zoom in slowly.)

 

Applejack: (voice over) The map is sendin’ us where?

 

(Cut to an extreme close-up of one spot on the magical map in the throne room. Her cutie mark and Fluttershy’s are orbiting a cluster of major landmark structures so varied in design that no civilized society would ever have built them together over the course of history. The lot sits in the clouds that hover above a mountain range.)

 

Fluttershy: (from o.s.) Las Pegasus?

 

(Zoom out to frame these two mares standing next to the table and eyeing the display with crystal-clear confusion and trepidation.)

 

Applejack: But Las Pegasus is a wild vacation spot! It’s just one big party!

Fluttershy: All those lights and sounds…not to mention the crowds. (Huddle into herself.) Oh, just the thought of it is overwhelming!

 

(Long overhead shot of the table, zooming in slowly. Twilight Sparkle crosses to them.)

 

Twilight: I know Las Pegasus doesn’t seem like either of your cups of tea, but I have total faith you wouldn’t have been called unless you were the perfect ponies for the job. (Close-up of Applejack and Fluttershy; both smile, relieved.)

Applejack: Prob’ly not as bad as we think. It can’t just be a loud, obnoxious party all the time…right?

 

(Fearful grins stretch both corners of both mouths. Behind them, the background instantly changes to a new location; they glance around, clearly thrown off their game.)

 

Fluttershy: Uh, Applejack? It isn’t as bad as we thought.

 

(Zoom out slightly to put them on a sidewalk, as a mass of cheerful, shouting ponies thunders past, threading around and between them.)

 

Applejack: You’re right.

 

(Cut to a long shot of this new milieu and zoom out slowly. The walk is part of a lattice of paths that traverse an expanse of cloud, with an ornate fountain at the center of it all. In the very near distance stands an array of gaudy buildings whose designs reflect the wild mishmash seen on the map. Billboards of various make and model float on clouds above the rooftops, various rides and amusements are set up here and there, and rainbows arc over the entirety of Las Pegasus as ponies of all tribes whoop it up in every way possible.)

 

Applejack: It’s worse!

 

(Snap to black.)

 

 

OPENING THEME

 

 

Act One

 

(Opening shot: fade in to the lobby of one very busy local establishment. The immense, gilded double doors depict a heavyset earth pony rearing up into a confident pose as if performing for a crowd. The tail is short, the mane styled into a pompadour with prominent sideburns, and he wears a jacket with a short cape streaming back from the collar. His cutie mark is a tumble of coins and sparkles. A uniformed bellhop stallion opens one door to admit Applejack and Fluttershy; both stop on the threshold, jaws falling open, and manage a tiny gasp before the view cuts to their perspective and pans slowly across the lobby. The place is jam-packed with diversions at all altitudes, and a fountain topped with a gilded statue of this stallion dominates the whole crazy tableau. Cut here and there among the rides and games, then back to the flabbergasted newcomers.)

 

Fluttershy: Do you think the map could be on the fritz again?

 

(Referring to the problems that Starlight Glimmer caused by misusing it in “The Cutie Re-Mark,” and which she and Twilight fixed in “Spice Up Your Life.”)

 

Fluttershy: I mean, this place seems a lot more suited to Pinkie Pie, or even Rainbow Dash.

Applejack: If Twilight trusts the map, then so do I. (They start across the lobby.) All we have to do is solve our friendship problem and get back home. ’Course, we have to find it first.

 

(They stop as the voice of a stallion standing behind a lectern near the wall reaches their ears, and the focus shifts to him and the crowd gathered around. His boater hat, red bow tie, white shirt, and red/white-striped suit jacket mark him as a barker similar to those employed by carnivals. He stands at a lectern; hanging behind him is a poster that shows an earth pony acrobat mare poised on a trapeze. Other images hang to either side of it.)

 

Barker: And make sure to experience our signature show, Poney Fantastique! (Lean down toward the front row.) Trust me when I say you’ve never seen anything like it! (Straighten up; gesture to poster.) Unparalleled acrobatics!

 

(He turns to indicate another one, which captures the image of two heavily made-up, effeminate-looking unicorn stallions—one in a tuxedo, the other in a jumpsuit—with a gray-white-striped hamster or guinea pig.)

 

Barker: Unique animal antics! (Face front.) Your only regret will be that you didn’t see it sooner! And like everything at this amazing, incredible, “I-can’t-believe-it-even-exists” hotel, Poney Fantastique is brought to you by the chair-pony of kindness, Gladmane himself!

 

(The camera pans quickly to follow his pointing hoof and stops on the fountain statue, sparking a cheerful charge across the lobby and leaving a very puzzled Applejack and Fluttershy to stand and watch.)

 

Fluttershy: Wow! This Gladmane sure seems impressive.

 

(The pair’s ponderings are cut off by an older male voice with a distinct Southern drawl, and the owner steps partway into view behind them as it speaks. Blue jacket, sparkly lapels, off-white dress shirt, deep yellow bow tie marked with a coin pattern. The patch of skin visible above the shirt collar is blue with a faint violet tinge.)

 

Southern voice: Uh, well, uh, it is a little embarrassin’.

 

(Cut to a close-up of the hooves and tilt up slowly to frame the speaker, whose appearance matches that of the statue and door images. The cape attached to the jacket is translucent and bears the same sparkles as his lapels, and small, diamond-shaped buttons are set on the jacket’s sleeve cuffs. His eyes are pale green, and his mane/tail are a glossy, pale blue-violet. Gladmane has just made the scene.)

 

Gladmane: But the crowds seem to like it.

 

(He punctuates this assessment with a throaty “uh-huh-huh” very similar to the mannerisms of Elvis Presley. From time to time throughout the episode, he will throw in this interjection while speaking.)

 

Applejack: Mr. Gladmane?

Gladmane: Just Gladmane’ll do. (taking two of their hooves in one of his) And it’s a pleasure to meet actual cohorts of the Princess of Friendship! Thank you for comin’. (shaking vigorously) Thank you very much. (He lets go.)

Fluttershy: You know who we are?

Gladmane: I’m what you might call a friendship connoisseur. So naturally I’m familiar with the friends of the great Twilight Sparkle. Applejack, Fluttershy— (bowing) —it’s an honor to have you here. (Straighten up.)

Applejack: I have to admit, you’re not the type of pony I expected to find in Las Pegasus.

Gladmane: (laughing) Well, my guests may be lookin’ for lights, music, and parties, but workin’ hard and makin’ friends is how I turned this hotel into what it is today—

 

(On the end of this line, he gestures toward the lobby at large and the camera zooms out to frame the bustle of activity. A glassed-in skybox office overlooks it all, with two loudspeakers set at the base of the windows.)

 

Gladmane: —and how I plan to make it even bigger. (Close-up; he leans toward them.) Uh, excuse me one second.

 

(Backing off, he takes hold of a microphone being lowered from the ceiling on a cord and speaks into it.)

 

Gladmane: (amplified) Wise ponies may say the folks that come here are customers, but I can’t help but thinkin’ of each and every one of you as friends.

 

(Extreme close-up of one speaker. During the next line, the camera cuts to a slow pan through an arcade, whose patrons have stopped their games and are listening with great interest.)

 

Gladmane: (on speaker) That’s why there’s a three-for-one special on apple fritters in the café for the next hour! Enjoy!

 

(Back to the lobby. Gladmane lets go of the mic, which is reeled back up to the ceiling, and a knot of jubilant equines thunders past to take advantage of the offer. Applejack and Fluttershy goggle at the instant result, but Gladmane just puts on a supremely confident little smile and paces past them.)

 

Gladmane: Would you two like to take a tour of the place? I’m just about to do my rounds and check on my friends who work here. (The mares smile and start after him.)

Fluttershy: (whispering, to Applejack) We do have a friendship problem to find.

 

(Both stop, the apple farmer thinking carefully for a moment before addressing herself ahead.)

 

Applejack: Lead the way, Mr. Gladmane.

Gladmane: Just Gladmane now, you hear?

 

(Off they go. Dissolve to a backstage area equipped with scenery pieces that suggest a nautical theme: sailing ship, spouting whale, giant open clamshell, and so forth. The acrobat mare depicted in the barker’s first poster is back here and limbering up. Her coat is light tan, her two-tone blue-green mane/tail gathered into tight buns/curls and set with tiny spangles, and she wears a deep pink leotard with one long foreleg sleeve. Both the garment and the touches of makeup under her blue-shadowed, deep red-violet eyes are styled to resemble fish scales. She straightens up with a huge gasp and a smile when Gladmane steps into view, leading Applejack and Fluttershy. This shot is close enough to pick out her cutie mark as a trapeze.)

 

Acrobat: Gladmane! You’re just in time to see my newest move!

Gladmane: New moves or not, I’m glad to have a star like you workin’ for me, I tell you what.

Acrobat: (blushing) Oh, don’t make me blush. Now watch this.

 

(A powerful vertical leap takes her up to a suspended trapeze, whose bar she grips with her forelegs so she can flip herself onto it. Perching here on her hind legs, she does a backflip and ends up balanced on one foreleg. Applejack and Fluttershy beam at each other as Gladmane smiles his approval.)

 

Gladmane: Stellar!

 

(Now a French-accented male voice cuts in.)

 

French voice: Oh, oh!

 

 (Its owner, a heavily bearded unicorn stallion in a white shirt, brown jacket, and yellow scarf, comes in. His coat is pale blue-green, his short mane/tail/beard/mustache in two shades of dark grayish-blue, and his eyes are red-violet and framed by gold-framed pince-nez spectacles. On his haunch is a cutie mark of a megaphone surrounded by stars—he is the director of this performance.)

 

Director: Monsieur Gladmane himself is here! Let’s run through the whole routine! (The acrobat stretches a bit.)

Gladmane: Now don’t make a fuss for old me. (crossing to director) I’m just gonna keep on givin’ a tour to my new friends, Applejack and Fluttershy.

 

(They catch up at the mention of their names.)

 

Applejack: Howdy!

Fluttershy: Hi.

Director: If this pony calls you friend, you’re welcome backstage anytime. I owe him my entire career.

Gladmane: Aw, shucks. (leading Applejack/Fluttershy onward) Well, let’s leave the artists to their work.

Applejack: (whispering, to Fluttershy) Doesn’t look like there’s any friendship problems here.

 

(Her traveling companion responds with a pop-eyed happy gasp and flies ahead. Cut to the interior of a small cage, the camera pointing out through the front, as she practically mashes her face against the curlicues of its design. Inside is a small, sleeping, bright pink critter that strongly resembles the one on the trained-animal act’s poster, except for the color; she pulls in a second gasp at the sight of it.)

 

Fluttershy: I’ve never seen a pink prairie dog before!

 

(It wakes up and the two wave to each other. Cut to an entire set of these cages, stacked up in a double row, as Applejack and Gladmane approach. Fluttershy darts from one to another, smiling and waving in at the cute little inhabitants.)

 

Gladmane: I like the folks that come here to have a unique experience.

 

(Another new voice makes itself known, this one with a heavy German accent.)

 

German voice: Und we love him for it!

 

(Applejack and Gladmane glance over their shoulders and find the two unicorn stars of this show, as seen in the barker’s second poster. The one in the tuxedo is light gray-green, with a short, artfully messy mane/tail in two shades of pinkish-violet. Purple eyes; pink tiger-striped jacket with white lapels and unadorned pale pink sleeves over a ruffled, deep pink shirt; purple bow tie; cutie mark of a white tiger’s head. The jumpsuit-clad one is blue-violet, with a carefully styled, two-tone deep pink mane/tail and deep blue-green eyes. His suit is white, with pink edging at collar and belt and a vest in the same tiger-stripe pattern; the front gapes open to expose chest hair and a gold chain around the neck. Both have thin, meticulously sculpted eyebrows. In unison, they throw out pinches of sparkly glitter and cross to the cages; Tuxedo opens one with his magic and levitates out a prairie dog whose coloration matches that on the poster—a white tiger, that is. Jumpsuit speaks next, the pitch of his voice marking Tuxedo as the one who announced their entrance.)

 

Jumpsuit: (petting the animal) With Gladmane’s help, we were able to take care of all these little guys.

Fluttershy: (crossing to them) Now this place is overwhelming in a good way! (She nuzzles it.)

Gladmane: Oh, glad you like it!

 

(He exits through a curtain, Applejack clearing her throat pointedly as she follows.)

 

Applejack: Fluttershy?

 

(Across the way, the animal lover now has no fewer than seven of the prairie dogs out of their cages and is giving and getting plenty of love.)

 

Fluttershy: Hm? (The trainers levitate them all away; she hurries off.) Oh! Um, coming!

 

(Dissolve to her, Applejack, and Gladmane back on the lobby floor and zoom in slowly as the hotelier and farmer shake hooves. Both sides turn to go their separate ways; cut to Applejack and Fluttershy.)

 

Fluttershy: There doesn’t seem to be anything wrong around here at all!

Applejack: I figured lookin’ for a friendship problem in Las Pegasus’d be like tryin’ to find a needle in a stack of needles, but everypony seems to be gettin’ along just fine.

 

(The next voice—male, smooth, fast-talking, and very familiar—sends both mares into popeyed shock.)

 

Flim: (from o.s.) Ladies and gentle-ponies! Despite what my competition might say—

 

(Fluttershy glances toward the source with concern, while Applejack’s face hardens into a stony glare as she remembers her past run-ins with the Flim Flam Brothers. The latter slows to a halt, Fluttershy bumping into her.)

 

Flim: (from o.s.) —I know you’ve come to this fair city to be entertained!

 

(Extreme close-up of the clean-shaven unicorn’s mouth, seen in profile.)

 

Flim: And I assure you, there is nothing more entertaining than the astounding acrobatics in Gladmane’s Poney Fantastique!

 

(Another such shot frames a close-up of the mustachioed Flam’s mouth.)

 

Flam: Now I suppose that might be true, if it weren’t for the existence and far superiorly entertaining presence of the show-stopping exotic animal act that Poney Fantastique includes!

Fluttershy: Those voices sound familiar.

Applejack: (groaning softly) They sure do.

 

(Close-up; her eyes narrow and the light contracts to highlight them and shade the rest of her face.)

 

Applejack: Flim and Flam.

 

(Normal illumination resumes with a cut to the fraternal hucksters, standing at lecterns on either side of a curtained archway. Posters for these two acts hang behind them.)

 

Flim: Why, I won’t even dignify that assertion with a response— (floating up a fanned-out stack of tickets) —except to say that if you were to consider buying your tickets from me— (Close-up.) —I might consider offering them to you at a substantial discount.

 

(Pan quickly to Flam on the start of the next line.)

 

Flam: But I have always thought you get what you pay for— (floating up his own fan of tickets) —and in my humble opinion, these tickets are a value at twice the price! (Flim leans angrily toward him.)

Flim: Don’t let this price-gouging charlatan take you for a ride! (Flam leans in with an incredulous gasp.)

Flam: Charlatan?! How dare you!

Flim: Hah! How dare I?

 

(Both have put away their proffered tickets by this point. The face-off quickly degenerates into a shouting match; cut to Applejack and Fluttershy.)

 

Fluttershy: Well, they certainly don’t seem to be getting along. (Gasp.) You don’t suppose we’ve been brought here to help them?

 

(The very thought causes the workhorse’s eyes to shrink to disbelieving points.)

 

Applejack: Absolutely not!

 

(Snap to black.)

 

 

Act Two

 

(Opening shot: fade in to the squabbling brothers, now standing in front of the archway with Gladmane caught in the middle, and zoom out slowly to frame the Ponyville pair watching at a distance.)

 

Fluttershy: (soothingly) I know you and the rest of the Apple family have had your issues with Flim and Flam in the past, but they’re definitely having trouble. And solving a friendship problem is important, no matter who’s having it.

Applejack: Well, of course that’s true… (pointing ahead angrily) …for anypony but them!

 

(Flim and Flam put their backs to one another and stride away, leaving a properly bemused Gladmane alone before the curtains. He crosses to Applejack and Fluttershy, showing that he has removed his cape to expose both his coin/sparkle cutie mark and the gold braid that adorns the shoulders of his jacket.)

 

Gladmane: I’m sorry you two had to see that. I don’t know why, but those two have been fightin’ ever since they got here. I thought givin’ them these jobs might help, but I—I guess it just made matters worse.

Applejack: Trust me. I know those ponies, and you’re better off with them apart. Two of them together will cheat the hooves right out from under you.

Gladmane: Eh, I suppose you’re right. Flim’s such a show-pony, and Flam has such a head for business. Why, if they ever did work together, they’d be runnin’ this place in two shakes. (Chuckle.) Speakin’ of which— (adjusting his tie) —I better get back to work. (walking off) Y’all enjoy your stay now, you hear?

Fluttershy: (coaxingly, to Applejack) I’m pretty sure we should help Flim and Flam…

Applejack: And I’m pretty sure there’s another friendship problem here, and I’m gonna search this resort top to bottom ’til I find it!

 

(She gallops away, leaving the pegasus to voice a deflated sigh. Wipe to a close-up of Flim sitting on a couch, his features set in disdainful hostility.)

 

Flim: I hope you didn’t travel all the way from Ponyville to try to get me to reconcile with my no-account brother.

 

(Pan quickly to said brother, standing in front of a potted palm tree in the lobby and looking equally inhospitable.)

 

Flam: Brother? I don’t believe I have one of those. (Pan back to Flim.)

Flim: Oh, I already know what he thinks of me—all show and no substance. Well, if he’s so smart, he should have no trouble becoming a big success on his own! (To Flam.)

Flam: (mockingly) Ooh, why, he’s the greatest sales-pony that ever lived, of course. (angrily) Just ask him! He’ll tell you all about it!

 

(Cut to Fluttershy, sitting at a table and slumped over a clipboard. The pencil in her teeth, which she has been using to take notes, clatters down onto the paper as she straightens up. She is seated on a couch whose color matches the one Flim has been using, suggesting that she is currently talking to him.)

 

Fluttershy: I’m sure you could work out your differences if you just sat down and talked to each other. (Split screen of the brothers.)

Flim, Flam: I’m never speaking to that pony again!

 

(They turn their backs to the vertical divide between their panels, which slide away to give a close-up of Fluttershy. She half-crumples down with a dejected sigh. From here, dissolve to an overhead shot of the arcade and tilt down slowly toward ground level as Applejack picks her way along the central aisle, her eyes searching the crowd at every step. No friendship-related crises immediately present themselves, even as she emerges back into the lobby for a check of the overhead roller coaster. As she plods past a curtained doorway marked with a “no admittance” placard—a circle-and-slash superimposed on a pony’s silhouette—a voice from within brings her up short.)

 

Director: (from inside, slightly muffled) NOOOO!!

 

(Cut to the other side; in close-up, Applejack pokes her head through.)

 

Director: (from o.s.) You are ruining my show!

 

(On the start of the next line, zoom out to frame both him and the acrobat mare, who has donned a top hat with a pink band to match her leotard.)

 

Acrobat: It isn’t just your show, and I’m improving it.

Director: You don’t pull a rabbit out of a hat on a trapeze!

Acrobat: That’s the point—to give the audience something they’ve never seen before. Acrobatic magic.

 

(A leap, a grab at the trapeze, and she has swung herself up onto the bar for a backflip and swing/tumble around it. She ends by planting three hooves on the wood, sweeping her hat off with the fourth, and holding it upside down so that a little gray rabbit can jump out. It does a flip of its own and lands on the brim. This is Bernard.)

 

Bernard: Ta-da!

Acrobat: (donning hat; Bernard jumps onto the brim) It’s called “blending genres,” and it’s awesome!

 

(As the unconvinced director turns away, a stage manager trots across in front of Applejack. Earth pony stallion; yellow-orange coat; short, untidy two-tone red mane/tail; light green eyes behind pince-nez spectacles; cutie mark of a sandbag hanging from a rope; yellow-green golf shirt with lighter collar/cuffs; clipboard; wireless headset microphone. He stops as Applejack walks in to address him.)

 

Applejack: Shouldn’t somepony do somethin’?

Stage manager: (sourly) Hah! They’ve been doin’ this since they started workin’ here. (Close-up.) Too bad, really; if they ever stopped shouting at each other, we could take the show on tour. They’d be way more successful than staying at Gladmane’s.

 

(He walks off, the camera panning back to the grin that has stolen over Applejack’s face.)

 

Applejack: (chuckling) Now that sounds like a real friendship problem!

 

(Cut to a close-up of the bottommost portion of a hoop being held in a magical aura. The hooves of Tuxedo are visible behind it, and each of his taps against the floorboards is accompanied by a cry of “Hup!” to cue four prairie dogs to jump through, one by one. A longer shot frames these critters and several others assembling themselves into a double column—ten in all.)

 

Jumpsuit: (from o.s.) Stop!

 

(Zoom out; Applejack watches from across the room, and the hoop hits the ground as Jumpsuit trots over, good and steamed.)

 

Jumpsuit: What are you doing? It’s supposed to be a pink prairie dog pyramid! It’s alliterative!

 

(The little guys quickly rearrange into a pyramid formation, four rows tall.)

 

Tuxedo: Wh—? You said a tower! Why do you keep changing everything?

 

(They start shifting back to the double column, or tower.)

 

Jumpsuit: I’m not changing anything! You said “pyramid”!

 

(The prairie dogs pause in mid-shuffle, confused as to which directive to obey, and Tuxedo vents his frustration with a growl that rises into a scream.)

 

Tuxedo: You are driving me crazy!

 

(He gallops off in a huff. On the start of the next line, pan slightly to frame Applejack stepping up to Jumpsuit.)

 

Applejack: I thought you two got along.

Jumpsuit: We used to, but we just can’t seem to agree on anything anymore. (The prairie dogs shake their heads.) We used to perform all over Equestria, but if we can’t agree on a new act, we might as well stay at Gladmane’s forever!

 

(Two stomps bring the rodents scurrying over to follow him farther into the wings.)

 

Applejack: Two friendship problems? (smiling) In the same theater? Now we’re talkin’!

 

(Dissolve to an overhead shot of her and Fluttershy sliding trays along the edge of an expansive buffet table, and zoom in slowly through the other passing/eating customers.)

 

Fluttershy: If you count Flim and Flam— (Close-up, panning to follow the pair.) —that’s three big friendship problems all in the same place.

Applejack: (tapping her tray) Well, I don’t count Flim and Flam, since those two not being friends isn’t a problem.

 

(Under magic control, a ladle full of soup is emptied into her bowl and a bunch of carrots lands on Fluttershy’s plate.)

 

Fluttershy: It certainly isn’t for Gladmane. (They slide their trays along.) It sounds like he’s better off with them fighting. (Applejack starts to think.)

Applejack: Actually, the other ponies’ problems seem to be good for Gladmane too. Both the trapeze show and the animal act would be better off if they left, but everypony’s so busy arguing that they can’t!

Fluttershy: Do you think he knows? (A levitated pitcher fills her cup…)

Applejack: I don’t know. (…and then is removed.) But I’m startin’ to think we should find out.

 

(The determined smile now on her face is answered with a cunning one on Fluttershy’s. Wipe to a close-up of the acrobat mare, applying makeup at a dressing room mirror. She no longer wears the top hat she used to show off her idea for improving the act, and a lipstick is strapped to one front hoof.)

 

Acrobat: Of course Gladmane wants everypony to get along. He’s the nicest, most genuine pony I’ve ever met.

 

(Her head pivots around fast enough to give any normal pony whiplash, and the red-violet eyes narrow in a burst of unexpected ire.)

 

Acrobat: Did the director put you up to this?

 

(Cut to Applejack and Fluttershy on the receiving end. The earth pony, in the foreground, mulls this over as the camera zooms in slowly on the pegasus farther back. She is getting a whispered rundown from Bernard, who has climbed halfway out of the acrobat’s upside down hat sitting on the floor. Wipe to a close-up of the director.)

 

Director: I tell you, if Gladmane is your friend, you are welcome backstage. (with sudden, rising fury) But if you are speaking of him poorly… (Cut to Applejack, surprised; he continues o.s.) …you leave!

 

(She backs away, slowly and cautiously. Wipe to a close-up of Tuxedo.)

 

Tuxedo: Gladmane is the kindest, most gentle… (Pan quickly to Jumpsuit.)

Jumpsuit: …most compassionate pony I’ve ever known!

 

(A longer shot frames them facing away from each other backstage as Applejack watches.)

 

Jumpsuit, Tuxedo: My problem… (pointing at each other) …is with him!

 

(Cut to Applejack and Fluttershy and zoom in slowly on the latter, who is hearing a chittered briefing from several of the act’s prairie dogs as the former does some pondering. From here, wipe to an overhead shot of the lobby and pan slowly toward the pair as they emerge from somewhere near the arcade.)

 

Applejack: I just can’t figure it. (Close-up of them.) The only pony who benefits from all this feudin’ is Gladmane. But by all accounts, he’s the best friend any of these ponies have.

Fluttershy: (stopping) Well, Bernard, that adorable bunny from the acrobat’s hat, claims that every morning Gladmane tells the director that the star wants control of the show, and every afternoon tells the star that the director wants to get rid of her. But neither is true.

 

(Applejack, now also stopped, lets off an irritated little huff.)

 

Fluttershy: And the Flying Prairinos, the pink prairie dog family, say Gladmane keeps changing their act to make each trainer think the other is doing it.

Applejack: So all his talk about friendship is just a load of applesauce. He’s gettin’ them all to fight with each other on purpose!

Fluttershy: But how can we get everypony to believe that’s what he’s doing?

Applejack: There must be a way to trick him into tellin’ the truth!

Fluttershy: (pretending to think hard) Gee, if only there was a pony who knew how to trick a trickster.

 

(Her sneaky little smile tells right away that she has a candidate in mind, and the Flim Flam Brothers’ shouting voices pick this moment to make themselves heard. Applejack and Fluttershy glance across the lobby at the pair, who have gone right back to their argument.)

 

Fluttershy: (pointing toward them) Or maybe a pair of ponies?

Applejack: (sighing heavily) Fine. Guess bringin’ Flim and Flam back together might be why we’re here. (Pause.) Maybe.

 

(She grimaces as if an order has just come down for her to start growing avocados instead of apples. Fade to black.)

 

 

Act Three

 

(Opening shot: fade in to Flim and Flam, standing behind their respective lecterns with boater hats hung on the edge. Applejack and Fluttershy are before them.)

 

Flim: Sorry if I don’t take the word of somepony off the street, even if that street is in Ponyville. (Cut to the mares.)

Fluttershy: But Gladmane is behind so many other friendship problems. How can you be sure he isn’t the cause of yours? (To Flam on the start of the next line.)

Flam: (pointing toward Flim) Because the only problem I have is standing right there! (Pan quickly across.)

Flim: Same here, buster!

Applejack: Do either of you even know what you’re fightin’ over? (Cut to Flim.)

Flim: Gladmane let me know that ex-brother of mine thinks I’m just a mouthpiece without a single good idea! (Pan quickly to Flam.)

Flam: Gladmane assured me this former fraternal foal here thinks I couldn’t sell heat lamps to yaks!

Applejack: Sounds to me like neither of you said those things. Why’d you believe Gladmane when he said you did?

Flim: Why would he lie?

Fluttershy: Because he’s afraid that the two of you together could move in and take over his resort.

Applejack: And if I’m telling you he said it, you know it’s the absolute truth, because—

 

(Two panels slide together to form a diagonal split screen, with Flim at top left and Flam at bottom right.)

 

Flim, Flam: —you never lie!

 

(They trade a chastened look across the divide; cut to the group. Both unicorns float their hats onto their heads and step out from the lecterns toward each other.)

 

Flam: Oh, brother of mine, I think it’s time for a little payback.

Flim: The Canterlot Two-Step?

Flam: Mmm—we don’t have the chickens. How about the Baltimare Flair?

Flim: Eh, my Flair isn’t what it used to be. (Squeal of speaker feedback.)

Gladmane: (on speaker) Listen here, y’all. (Overhead shot; slow pan.) If you’re a friend of mine, you’re entitled to a free night’s stay—and everypony here’s a friend of mine! Thank you! Thank you very much. (Another squeal ends the announcement.)

Flim: Are you thinking what I am?

Flam: (rearing up briefly) The High Roller Hustle!

 

(Wicked little grins come over both stallions’ faces, but neither Applejack nor Fluttershy is anywhere near being able to catch on.)

 

Applejack: The what, now?

Flam: Mmm—trust us. When we’re done, there won’t be a pony in town who doesn’t know the Applejack-iest truth about Gladmane— (leaning toward Applejack) —that is, assuming you two are willing to help. (Flim leans toward Fluttershy.)

Flim: (to her) What size gown do you wear?

 

(The mares exchange highly unsettled glances before the view wipes to a dense crowd of clamoring, picture-taking ponies, through which a sliver of Flam’s mustachioed visage can be discerned. Pan away from them and zoom in on Flim and Gladmane, looking on from an archway on the opposite side of the lobby.)

 

Gladmane: Wh-what’s all the fuss, now?

Flim: (pointing) It’s the grand matriarch of the Rich family, Impossibly Rich!

 

(As he says the name, the camera cuts to a new angle that frames a gap in the crowd. A light yellow mare can be seen at the center of the hubbub, with a wavy, two-tone green mane. Enormous sunglasses with jeweled purple frames obscure most of her face, and her clothing consists of a sparkly purple skirt that covers her entire rear half, light blue fur stole around her neck, and jeweled gold foreleg bracelets and matching earrings. Cut to a close-up of Impossibly Rich as the cameras click away.)

 

Flim: (from o.s.) She’s one of the wealthiest ponies in Equestria. (Back to him and Gladmane, the latter showing new enthusiasm.)

Gladmane: Well, why didn’t somepony tell me? (slicking back mane) You know how I like to give VIP guests my personal touch.

Flim: Well, she’s not exactly a guest.

 

(The gathering again; now a unicorn tourist floats up a quill/inkwell/book in hopes of getting Impossibly’s autograph, but she waves him off.)

 

Flim: (from o.s.) Word is, she’s planning a resort of her own.

 

(Back to the pair; he leans close and lowers his voice.)

 

Flim: I think she’s here to scout the competition.

Gladmane: (a trifle vexed) Oh, really?

 

(The entire floor; now the crowd disperses, leaving Flam and Impossibly.)

 

Flim: And with her bits, she could take over the whole strip. (Close-up of him and Gladmane.) Hire away anypony she wants.  

 

(The threatening growl from Gladmane gets him to change his tune in a hurry.)

 

Flim: Not me, of course. I love it here. (sourly, pointing ahead) My good-for-nothing brother, on the other hoof…

 

(That riles the boss up enough to snort out some steam and head across the lobby, missing the sneaky smile that Flim aims after him. Cut to Flam and Impossibly as Gladmane eases his way toward them, all smiles again.)

 

Gladmane: Impossibly Rich! (taking her hoof for a moment) What an honor it is to have you at my humble five-hoof resort. I’m sure Flam has done an excellent job showin’ you around, but nothin’ could beat a personalized tour from the Mane himself. (Impossibly whispers a bit to Flam.)

Flam: You’ll have to excuse Ms. Rich. She saves the energy other ponies spend talking out loud and uses it to make more money. (Another whisper.) She’d love a personal tour…uh, say, in about an hour?

Gladmane: Well, that sounds right pleasant. And if you can break away for a moment, Flam, I’d love to see you in my office so I can get ready.

 

(He and they depart in opposite directions, but he shoots a very suspicious glance back at them from the corner of his eye as he walks. Cut to a stretch of curtains, through which Flam and Impossibly emerge to meet up with Applejack and Flim in the backstage area. Only now does Impossibly speak up at full voice, instantly marking herself as Fluttershy in disguise. On the start of the next line, she pulls off the sunglasses and green mane—only a wig—and drops them on the floor.)

 

Fluttershy: Are all of you sure this is a good idea?

Flim: Abso-tively!

Flam: Gladmane is one fish that’s hooked but good.

Applejack: I sure hope you two know what you’re doin’.

Flam: (chuckling, crossing to stand with Flim) Oh, don’t you worry. When it comes to throwing ponies off their game…

Flim: …no two ponies do it better than us! (Double grin.)

Applejack: (sourly) Can’t argue with that.

 

(Dissolve to a long shot of the interior of Gladmane’s office and zoom in slowly on him standing behind his desk, on which a lamp, intercom speaker, and roll of documents rest. He has his back to the lot, gazing through the expansive windows at the riotous merrymaking in the lobby. After a few moments, cut to just in front of him; one of the double doors at the far end opens and Flam steps in.)

 

Flam: Hey there, boss. Impossibly Rich is just about ready for that tour. So what’d you want to see me about? (Gladmane turns to him with a little smile.)

Gladmane: Actually, there’s somethin’ I want you to see.

 

(The roll of paper is unfurled to reveal a blueprint.)

 

Gladmane: The grand plan!

 

(Close-up of the drawing: an overhead view of the district as seen at the end of the prologue, on which several spots are marked with his grinning face. Zoom out to frame him and a noticeably concerned Flam on the next line, now standing across the desk from each other.)

 

Gladmane: Every hotel on this strip as amazin’ as this one, and every one of ’em mine. (Flam lets go with an appreciative whistle.) And all it’ll take is a little sales-ponyship, like this.

 

(He presses the intercom button and speaks into the device.)

 

Gladmane: (amplified) Hey there, friends!

 

(Cut to the lobby, the camera angled upward to frame him at the windows.)

 

Gladmane: (amplified) If you think my resort is fantastic, wait ’til you see Poney Fantastique! (Cut to the arcade; he is heard over the speaker.) Tickets are on sale now—two for the price of one! (Back to him.) Thank you! Thank you very much.

 

(Releasing the button, he circles slowly around the desk to close the distance between himself and Flam.)

 

Gladmane: Now I know Impossibly Rich has probably made you a tempting offer to come work for her.

Flam: Well, uh, now that you mention it— (Gladmane moves in even closer.)

Gladmane: And as your friend, I’d never tell you what to do. (menacingly) But nopony’s gonna stand in the way of my plans, no matter how rich she is! (jabbing a hoof into Flam’s chest) And I sure wouldn’t want you to end up on the losin’ side. (Predatory smile.) Think you might consider stayin’ here?

 

(The unicorn can get out nothing but a scared little nod and a half-word of assent. Just as quickly as the pique came, it vanishes to be replaced by Gladmane’s genteel demeanor.)

 

Gladmane: Well, all right, then.            

 

(Dissolve to the lobby. Gladmane leads Flam and Fluttershy—now back in full costume as Impossibly—across the floor, approaching an archway from which Applejack is peeking out.)

 

Applejack: (addressing herself within) They’re comin’!

 

(She ducks away; cut to the backstage area on the other side, where she and Flim put their heads out from a hidden niche. The unicorn slickie has a microphone in his aura. On the next line, zoom out to show Gladmane leading Flam and Impossibly toward their general vicinity.)

 

Gladmane: And last but not least, Ms. Rich, the jewel in my crown. (Impossibly whispers to Flam.)

Flam: Impossibly wants you to know she’s very impressed, but doesn’t think you can keep a resort of this caliber going for long.

Gladmane: Oh? And why’s that? (More whispering.)

Flam: Because you’ve got the best talent in the industry. What stops them from just leaving to join any competitor?

 

(Gladmane is mildly incensed by this query, but plays it off with an airy chuckle. As he speaks, the camera pans/zooms slowly away from him and toward Applejack/Flim in their hiding place, and the focus shifts to them.)

 

Gladmane: Well, you see, I have a trick for that, I must confess.

 

(Anticipatory smiles fix themselves on both faces, and Flim floats the mic toward the gathering so that it ends up hovering above them.)

 

Gladmane: And it all has to do with how I handle my employees.

 

(The end of this line becomes amplified due to the mic picking up his words.)

 

Flam: (eagerly) And how is that?

 

(The pair on surveillance duty smile a little wider…and Gladmane allows himself a tiny, satisfied smile in close-up.)

 

Gladmane: (amplified) Well, like friends, of course!

 

(This pronouncement is accompanied by a quick zoom out that frames four suddenly disappointed, dumbstruck faces—nothing incriminating here.)

 

Gladmane: (amplified) And I treat every one of my employees— (The lobby; he is heard on the speakers.) —with the kindness they deserve.

 

(A few passing ponies pause in brief perplexity, but quickly go on about their business with smiles on their faces. Backstage, Impossibly’s mouth falls open ever so slightly at the innocuous statement, but Flam is positively poleaxed.)

 

Flam: (stammering) That—that’s it? That’s your secret? (Nervous chuckle.) There’s… (Clear throat; Fluttershy nods.) …nothing else?

 

(The microphone has been withdrawn now.)

 

Gladmane: Nope. Just friendship. (leaning toward Impossibly) But you know all about friendship, don’t you…

 

(The bulky head lashes forward like a cobra’s and the teeth snatch the green wig and sunglasses away to expose Fluttershy and end the deception.)

 

Gladmane: …Fluttershy? (Applejack and Flim step out from the curtains.)

Flim: You knew the whole time?

Gladmane: Never try to con a con-pony.

 

(He walks off, cutting loose with a gale of malicious laughter that ends with an exultant “Yeah!” as the four conspirators hang their heads in defeat. Dissolve to a long shot of him, seated in a chair behind his office desk and contentedly sorting through a stack of coins that have replaced the blueprints he showed to Flam earlier. There is the sound of the door opening, followed by the slow advance of Applejack and Fluttershy into view; the pegasus has shed the rest of her disguise.)

 

Gladmane: (sweeping coins into a drawer) I’d have thought you hit the road by now. (Cut to the two mares.)

Fluttershy: Whether we were able to fool you or not, you can’t just go on keeping ponies from getting along. (They stop before the desk.) It’s just…mean!

Gladmane: Now maybe it is… (with vicious glee) …but it’s a meanness that works, unlike your pathetic little ploy. (Both mares’ eyes pop.) I practically invented the High Roller Hustle. (stepping out from desk to windows) But I suppose I should be impressed. You’re the only ponies to ever figure out the secret to my success. Takes a lot of work keepin’ everypony fightin’. But as long as I keep ’em convinced that I’m their only friend— (tapping glass) —all of Las Pegasus will be mine.

 

(He pivots away from the windows to face them.)

 

Gladmane: (stepping behind desk) Oh, you can’t trick a confession out of a pony like me. (close-up, sitting) I’m always one step ahead. (Cut to Applejack, looking surprisingly smug.)

Applejack: Well, you better check your hooves, because you’ve just stepped in a confession!

 

(On the end of this, pan slightly to frame her compadre—who is standing right next to the intercom speaker with her hoof pressed firmly down on its button to broadcast the whole monologue. Fluttershy allows herself a little grin that, for her, might as well be a full-volume roar of triumph; Gladmane, meanwhile, shoots out of his chair with panic spray-painted all over his face.)

 

Gladmane: Oh, no. (turning to windows) Oh, no, w-w-wait, wait!

Fluttershy: (addressing intercom, amplified) Did that sound okay?

 

(The scheming stallion can now get an all-too-clear view of many, many hacked-off equines on the lobby floor, including the acrobat, her director, and Jumpsuit and Tuxedo with their caged prairie dogs. There is no missing the “gotcha” smiles on the faces of Flim and Flam among them.)

 

Flim, Flam: (slightly muffled by glass) Never better!

 

(Cut to a window-level view of the office, seen from outside, and zoom in slowly.)

 

Applejack: (amplified) Flim and Flam told us you’d see right through the “fake rich pony” bit, and that once you did, you wouldn’t be able to resist gloatin’ about it. (Close-up; the amplification stops.) This was all part of the plan!

 

(Cut to just outside the window at which Gladmane stands, sweat running freely down his face.)

 

Gladmane: (slightly muffled by glass, tapping at it) Oh, now, now, friends! Listen, I-I-I can explain everything! (Lobby floor.)

Director: I think you’ve done enough of that! (offering a foreleg to the acrobat) Darling?

Acrobat: (taking it, addressing Gladmane) Hmph! (They exit.)

Tuxedo: (to Jumpsuit) Oh, I cannot believe we let him almost ruin our friendship.

Jumpsuit: And our act. (addressing Gladmane) Good luck finding another one! (They storm off; back to Gladmane’s window.)

Gladmane: (muffled, banging glass) Wait! No! Y’all come back! Come on, I’m not—I’m gonna be ruined! This is Gladmane, y’all! Come on!

 

(He turns away; cut to within the office. Fluttershy has shut off the intercom now.)

 

Gladmane: (galloping out) You can’t do this to… (His voice fades out.)

Applejack: (to Fluttershy) Gladmane has left the buildin’!

 

(Dissolve to the statue of the disgraced tycoon atop the lobby fountain, which has been drained. A pegasus stallion in hard hat and safety vest drops a loop of rope around the head, one of several attached up and down the gilded figure. These are pulled taut to rip it from its perch, a crash and dust cloud marking its unceremonious meeting with the floor, and the camera pans/tilts down to frame Applejack and Fluttershy emerging into the lobby.)

 

Fluttershy: I guess the map wasn’t on the fritz after all.

 

(Diagonally split screen, showing extreme close-ups of both their cutie marks as they flare to indicate a completed mission, then cut to both again. As Fluttershy continues, they stop and the marks go quiet again.)

 

Fluttershy: If it weren’t for your history with Flim and Flam, you never would have been so determined to find somepony else to help— (They move on.) —and we never would have found out what Gladmane was doing.

Applejack: And if it weren’t for you wantin’ to show even those two con-ponies kindness, we never would’ve been able to trick the trickster.

 

(Cut to the two con-ponies of the hour, standing over the wreckage of Gladmane’s statue. Flim is using his magic to sweep up the smaller bits with a broom and dustpan. On the start of the next line, zoom out to frame Applejack and Fluttershy crossing to them.)

 

Applejack: Must’ve felt pretty nice to finally put all your connivin’ and cheatin’ skills to good use. (Flam turns to them, followed by Flim; the cleaning items are set down.)

Flam: In fact, we like to think of it as a once-in-a-lifetime opportunity.

Flim: Emphasis on the “once.” (Wink to Flam.)

Fluttershy: (uneasily; Applejack grimaces) What do you mean?

 

(The ceiling microphone drops neatly into Flim’s upraised hoof, and he speaks into it.)

 

Flam: (amplified, floating it up a few inches) Oh, while this establishment undergoes a slight change in management, my brother and I want to assure you that it remains the pinnacle of Las Pegasus entertainment! Which is why we invite each and every one of you to experience the wonder of the Poney Fantastique Theater, at half the normal cost of admission!

 

(Now Flim’s aura takes hold of the device and brings it to his lips.)

 

Flim: (amplified) And while you’re appreciating this historic venue, totally devoid of performers of any kind, we invite you to use the wonder of your own imaginations to fill the space— (Cut to Applejack/Fluttershy; he continues o.s.) —at no additional charge!

 

(The worried looks on the mares’ faces are quickly replaced by total shock as two very pertinent facts sink in. One is that this announcement—inviting ponies to pay for a chance to sit in a totally empty venue—has drawn a stampede of eager customers; the second is that they are in very real danger of being trampled into the floor by said horde. They drop to their bellies, hooves up to protect their heads, as the newly minted suckers thunder past.)

 

Applejack: (enraged) FLIM AND FLAM!!

 

(The screen blacks out with the silhouettes of ponies charging by in extreme close-up.)

EVERY LITTLE THING SHE DOES

Written by Michael Vogel

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of the Castle of Friendship at sunrise and zoom in slowly as a few rays throw dazzling reflections from the crystalline exterior. The camera then cuts to just inside the closed doors of the library, which swing open under magical control to admit Twilight Sparkle and Starlight Glimmer. Both look as if they have just woken up, and the latter lets her horn wind down from the spell she has just used. She stops and yawns, Twilight moving a few steps farther in before doing the same and levitating a sheet of parchment.)

Twilight: I’ve prepared a full day of spells. You’ve been doing great, but now it’s time for a real challenge.

Starlight: (chuckling determinedly) Oh, it is on! Where do we begin? (Twilight cranks up her horn.)

Twilight: Teleportation. Multiple locations. Try to keep up.

(Having put the sheet away, she disappears in a flash, Starlight following suit a moment later. Cut to a long shot of the uppermost balcony, Twilight materializing nearby and Starlight several yards farther away. Both are in midair, the student using the self-levitation spell she exhibited in “The Cutie Re-Mark” to stay up. She turns toward Twilight just in time to see her teleport away; cut to a patch of the Everfree Forest, where the Princess pops back in on the ground and Starlight shows up on a tree branch. They do their one-two vanish again, cut to the bottom of a body of water, where Twilight has already arrived and is holding her breath. Here comes Starlight, who remembers to do the same before trying to inhale as denizens of the deep go about their unhurried business.)

(Twilight poofs away; cut to a ledge among a group of sandstone formations, where she pops back in and Starlight reappears on top of a nearby butte; both are instantly dry. The ceiling of a cave filled with slumbering bats is seen next; they appear side by side, hanging from the ceiling, only to wake up all the locals. Taking in the plethora of red-eyed glares, both mares grimace in fear as the last motes of magical energy drift downward from their bodies.)

(Wipe to the library, the camera pointing at the pair over a tabletop set with a line of assorted objects.)

Twilight: Transfiguration!

(A zap from her horn turns an apple into a nest full of eggs, one of which promptly hatches to reveal a cheeping chick. Starlight lets one fly, turning a stack of books into a teacup. They continue to alternate: a quill and inkwell changed to a top hat, a candle and its holder to a carrot hot dog, a book to a watermelon, a scroll to a teapot, a framed picture to a banana, a vase of flowers to a set of dentures. Finally, Starlight blows a breath upward to cool her red-glowing, smoking horn. She and Twilight trade proud looks before the view wipes to a long shot of them, facing each other and standing several yards apart.)

Twilight: Shields!

(She lets one rip, Starlight quickly conjuring up a barrier to deflect it. Once the shock of the sudden assault wears off, the unicorn grins savagely and returns fire; Twilight puts up a hemispherical field around herself to absorb the ensuing salvo. Once the shots stop coming, she lets it drop, flies up several feet, and shoots again. Starlight lets her first shield dissipate and creates a lattice of small planes that fit together like a giant crystal to envelop her. Twilight’s beam bulldozes the entire assembly backwards, its bottommost tip scraping a groove into the floor, and she keeps up the intensity for some seconds. Once she cuts it off, Starlight gathers her power and causes her shield to fly apart, the pieces consumed by a blinding sphere of radiance that swiftly grows to fill the screen.)

(From here, snap to a stretch of shelves being swept clean by the blast, then cut to a table being upended and swept away. The hovering Twilight gets a full-body shield up just in time for the bombardment of heavy reading to slam into her. Popping one fearful eye open afterward, she discovers that every shelf has been stripped bare and nearly all their contents have ended up in one massive pile on the floor. A few books have, most improbably, wound up in tall stacks, among which a few loose pages and scrap papers float lazily down to the floor. Starlight hovers near the base of the utter chaos.)

Starlight: Whoo! (touching down) I am on fire! What’s next?

(Her mentor is far too panicked to get any immediate words out, and it takes her a second to drop her shield and smile weakly.)

Twilight: Maybe there is such a thing as too much studying.

(Behind her, one of the ladders intended for use in reaching the highest shelves topples over and crashes to the floor. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long shot of the pair, now joined by Spike, and zoom in slowly. They are all standing on the floor in the trashed library. Cut to a close-up of Starlight on the next line.)

Starlight: As you know, speed spells like Accelero are not easy. But if done correctly, they can allow you to be much more efficient with your day.

(A glow from her horn is the prelude to a blur of motion that would draw a nod of approval from Rainbow Dash. As Twilight and Spike stare worriedly, Starlight sweeps all the tumbled books off the floor, re-shelves every single one, and sets all the furniture upright. She skids to a stop, facing the other two across the now-clean floor.)

Spike: Way to go, Starlight!

Starlight: (chuckling) Oh, I’m not finished. I’ve discovered a very old spell, Similo Duplexis. When combined with Accelero in just the right way…

(Now she points her horn toward the ceiling and lets the magic blaze from it, brightening into a sudden brief flash of white. Once it clears, she is seen standing exactly where she was—and then a second Starlight pops out from her right flank to stand next to her.)

Starlights: …you can literally be in two places at once!

(Twilight and Spike goggle at this display, their minds properly blown, and the new Starlight retreats into the original as quickly as she arrived. Starlight lets off a relieved sigh.)

Starlight: Now I’m finished.

Twilight: I have to admit, your skills with magic really are nothing short of amazing. I’m very impressed.

Starlight: (laughing, toying with mane) I’ve always been something of a natural.

Twilight: (crossing to her, floating/reading a clipboard) However, it doesn’t look like you’ve tackled any friendship lessons since you met Trixie.

(Referring to the events of “No Second Prances.” Starlight exerts her field over the board and turns it toward herself for a look.)

Starlight: (a bit hesitantly) Are you sure? I coulda sworn there were a couple in there somewhere. (Twilight takes it back.)

Twilight: (dryly) I’m sure.

Starlight: (smiling nervously) I see. (backing away) Well, I’m really quite busy this week. (turning around) So many commitments. I’ll try and find some time in my—

(Her attempt to sneak out is cut short when a smiling Twilight teleports over to face her point-blank, the clipboard gone.)

Twilight: No time like the present. Spike and I are headed to Canterlot. Princess Celestia wanted me to give her students a quick overview on the history of enchanted objects in Equestria. (Zoom out; Spike carries a stack of books to her.) We’ll be back after the presentation, which should be…

Spike: (snarky) …twenty moons from now?

Twilight: (needled) Tonight. (smiling) It’s a quick presentation.

Spike: (rolling eyes) Sure. Keep telling yourself that. (He and Twilight cross past Starlight.)

Twilight: You can tackle a friendship lesson today, and we can review your progress when I get back later this evening.

Starlight: (forcing a smile) Of course! No problem. Friendship lesson…on it!

Twilight: Great! Can’t wait. Now, Spike—

(As he sets the books on the floor and she floats up a stack of index cards, neither one sees the uneasy expression on Starlight’s face.)

Twilight: —help me color-code these cards according to time, place, and object.

(They land in his scaly grip as Starlight eases out of the library; he slumps down on his feet with a weary sigh. Dissolve to a close-up of three wooden shapes—cube, pyramid, sphere—floating and shifting about in her aura. A zoom out frames her lying on a bed and staring worriedly up at the ceiling, ignoring both the daytime sky visible through a nearby window and the potted plant on its sill. A knock startles her into letting them drop; cut to a long shot of this area, one part of her bedroom within the Castle. Plain wooden head/footboards; bookcase with hourglass and another plant; nightstand with framed picture; a second window; stone floor; walls painted with pattern of blue-green bush undergrowth against blue sky. Starlight sits up to her haunches; cut to a close-up of the door, which swings open to admit Spike. He is no longer carrying Twilight’s stack of cards. The smile on his face turns to a look of confusion; zoom out to show that Starlight is no longer on her bed, then pan to follow his gaze and stop on her sitting at a desk in another corner of the room—her living quarters. A book rests open before her, a quill and inkwell stand ready, and she has three sheets floating at eye level. A stack of books, a kite, and a pot filled with scrolls litter the floor, a navigational sextant rests on the windowsill, and several pictures hang on the wall. The stylized tree pattern worked into the windows and banners in other areas of the Castle is here painted to incorporate the doorway.)

Starlight: (startled) Huh? Uh… (Hasty bit of humming/singing to herself as she looks over the papers.) …ooh, yeah, mmm-hmm…

Spike: Hey! Twilight and I are about to head to Canterlot. (walking in) Just checking to see if you need anything before we left.

Starlight: (hastily) Nope, not at all. I’m good here—oh, not good, great, not a problem in the world!

(By the time she finishes, she has propped her chin on a foreleg and added a most unconvincing little laugh.)

Spike: (not buying it) Uh-huh. So…what are you doing, exactly?

Starlight: (thinking fast) I…was… (smiling) …just trying to decide which friendship lesson I was going to tackle while you two are in Canterlot.

(Humming a bit, she levitates a multitude of crumpled pages out of a handy trash can.)

Starlight: Oh, yep…

(Close-up of it; one set of intact cards rises from the mess and all the other bits hit the floor.)

Starlight: (from o.s.) Right here! (Back to the pair; she holds them fanned out.) Where I just left them a second ago.

(The baby dragon plucks them from the air, re-stacks them, and blows off a puff of dust.)

Spike: (pacing, reading) “Bake a cake with Pinkie Pie…scrapbook with Applejack…sew with Rarity…”

(Starlight’s cheery façade slips as she allows herself a slightly exasperated groan. Cut to Spike’s perspective of the cards, the topmost one showing Fluttershy’s face and some writing.)

Spike: “…help an animal with Fluttershy…” (The next one has Rainbow’s grinning mug.) “…chillax with Rainbow Dash”? (Back to him; he turns, puzzled.) What is chillaxing? (Cut to Starlight.)

Starlight: No idea.

Spike: (from o.s.) You know… (Back to him.) …uh, if you’re nervous about your friendship lessons, it’s totally okay to say so.

(The preceding sequence reveals more details of Starlight’s room, including a full second bookcase, a locked chest, a small globe sitting on a couple of books under one window, and a table with a spherical paperweight on a stand in its center. Zoom out to frame Starlight trotting across the floor to him.)

Starlight: (a bit worked up) Nervous?! Me? (Big fake laugh.) Oh, Spike, you really are hilarious. (Another laugh; she paces past him.) You think I’m nervous that I’m gonna fail something as simple as baking a cake?

Spike: Well, if you were, it’d be— (She zips back to him.)

Starlight: —silly! Twilight just said how impressed she was that I combined a speed spell and a duplication spell. (poking him in the chest) That was a challenge. (levitating notes, crossing room with them) These? Pfft! Ha. I could combine all five of these at the same time without breaking a sweat.

Spike: I think maybe you’re missing—

Starlight: —an opportunity to really impress Twilight? (Excited gasp.) Great idea, Spike! I’m gonna get right on that. Good talk. (She trots away.)

Spike: (to himself, scratching head) And I thought Twilight was the master of the freak-out.

(Wipe to a close-up of Starlight in one of the Castle’s corridors, cards at the ready before her anxiously grinning face.)

Starlight: So, with your help, I figure these should be done in no time.

(On the start of the next line, her face falls and the camera cuts to frame the rest of Twilight’s friends standing before her. Applejack is harnessed to a cart stacked high with books; Fluttershy has brought several of her animal friends, including her rabbit Angel, Harry the bear, and a bald eagle with one wing in a sling; Pinkie Pie and Rarity wear saddlebags stuffed with baking supplies and fabric rolls, respectively; and Rainbow hovers above the group.)

Applejack: Are you sure this is what Twilight would want? Seems like you might want to take your time with each of these.

Starlight: (smiling, floating cards away) But by working as a team— (Longer shot; they are in the entrance hall.) —we can get them done faster. And isn’t teamwork a key factor in friendship? (Applejack and Rarity trade uncertain looks.)

Applejack: I…guess.

Starlight: Super! (She turns to…) Pinkie Pie! Since we’re baking— (Close-up of the pink mare; she continues o.s.) —you will be in the kitchen.

(Exactly the words that Pinkie most wanted to hear, if her joyous gasp is any indication. She clamps her mouth shut and lets the air balloon her cheeks to ridiculous proportions before Starlight continues her review.)

Starlight: Rarity, Applejack, you two can set up in the library.

Rarity: Oh, I don’t know that the dusty old library has the proper lighting. Perhaps we can stay out here in the foyer.

Starlight: I thought that Fluttershy and I could work with the animals right here in the foyer.

(They pronounce “foyer” differently, Rarity using the French pronunciation so that the last syllable rhymes with “day,” while Starlight goes for the Americanized version and rhymes it with “her.”)

Fluttershy: Oh! Um, whatever you think is best. (Cut to Starlight.)

Starlight: Great! Now, Rainbow Dash—

Fluttershy: (from o.s.) But it might depend on the animal. (Back to her.) For instance, this poor little eagle with a sprained wing might be better off up in one of the towers. (Starlight again.)

Starlight: Yeah, yeah, yeah, sure.

(The continuing sound of the pegasus’ voice starts to work a nerve; on the start of the next line, cut to her, hunched down and stroking a chipmunk’s head.)

Fluttershy: And these adorable chipmunks might prefer a nook somewhere. (She stands up.) Maybe if you spend some time getting to know—

Starlight: (from o.s., abruptly) In a minute, Fluttershy. (Back to her; now Rainbow swings down to her height.)

Rainbow: Uh, I don’t know if we can chillax properly in the Castle. We need very specific conditions for optimal chillaxing.

Starlight: Oh. I just assumed chillaxing could happen anywhere.

Rainbow: Heh. Shows what you know about chillaxing. Let me do some location scouting.

(She is off in a multicolored blur, leaving Starlight to pace the hall.)

Starlight: (puzzled) Okay. (recovering herself, reaching Applejack/Rarity) Uh, it seemed more efficient to start with the scrapbooking, so we could just get it out of the—

Pinkie: (from o.s.) Ooh, ooh, ooh-ooh-ooh! (hopping into view, saddlebags off) Can we start with me? We’re gonna need time for the cake to bake. (Close-up.) After all…

Enthusiastic, belted-out vocal melody with orchestral oom-pah backing

Moderate 4 (B flat major)

Pinkie:        It’s a piece of cake to bake a pretty cake

Song ends abruptly (Starlight’s hoof stuffs itself into her mouth)

(On the start of the next line, cut to frame both mares; Pinkie has dropped to her haunches.)

Starlight: Uh, we’re on a schedule. No time for a song. We can start with baking, then— (Pinkie zips away.)

Rarity: (walking into view) But we can’t design dresses after you’ve been baking with Pinkie. (whispering, behind a hoof) She can be a bit messy.

(Both glance after the party pony with visible unease; pan quickly across the hall and stop on Pinkie, who has procured a can of whipped cream and is gleefully spraying it into her mouth. A few dollops have found their way onto her cheeks.)

Pinkie: Mmmm…

(Closing her mouth, she lets her cheeks expand, bugs her eyes out, and slaps on a half-crazed grin with runnels of whipped cream and saliva oozing out between her teeth. To their credit, both Rarity and Starlight hold their ground and refrain from blowing their cool; Rarity has now shed her saddlebags.)

Starlight: Fine. We can start with the dresses, and then— (Zoom out to put Applejack in the foreground, out of her cart’s harness.)

Applejack: While y’all figure that out, I’m gonna start layin’ out the pictures for scrapbookin’. (glancing at cart) We got a whole lot of time to cover.

Starlight: How much is a whole lot?

Applejack: We’ve got at least eighty moons’ worth of memories to go through. (Starlight zips up next to her.)

Starlight: Eighty moons?!? 

(Her slowly growing panic is cut off by a soft, raspy sigh and the return of Rainbow.)

Rainbow: There is nowhere to chillax in this castle! We’re gonna have to set up somewhere else.

(All five mares advance toward Starlight, voicing a babel of their own concerns for some seconds before she speaks up. Pinkie has swallowed her mouthful of whipped cream and cleaned her face, and Rarity has her saddlebags on again.)

Starlight: (backing away, smiling fearfully) Could you all excuse me for one second? (She bails out.)

Rainbow: Wow. That pony really needs to chillax.

(Cut to an overhead view of the library as Starlight’s magic throws the doors open and she steps in, doing a fair bit of hyperventilation that resoundingly fails to get her nerves under control.)

Starlight: Okay, Starlight. You’ve got this. (Close-up.) A handful of friendship lessons is nothing compared to the spells you’ve mastered.

(Weak laugh, followed by a grimace and a snap to black. The view immediately resolves into an extreme close-up of a book being pulled away by her field, the camera having shifted to point out from the bookshelves at the unicorn. She floats the selected volume down to her level.)

Starlight: (opening it) Maybe if I cast a little spell to help things along? (Close-up; she flips pages.) Something simple and safe. (eyeing one entry) Fiducia Compelis? That’s not bad. They would barely notice it, but is it enough? (floating/opening another book with a grimace) Oh…maybe Cogeria so they’re more…open to suggestion. (Another idea hits; she stacks one book on the other.) O-Or maybe Cogeria combined with Fiducia Compelis! Yes…that could work nicely. (flicking a wisp of energy from her horn) Uh, with a hint of Persuaderi to be sure it sticks.

(A glowing ball of power rises from the tip, shrinking briefly to a point before flaring white to fill the screen. Fade in to Starlight as it floats down to hover before her, multicolored streaks shifting and flowing across its surface.)

Starlight: Everypony’ll probably thank me for getting it all done so quickly, and Twilight will be thrilled I’ve completed so many lessons. (She beams and sends it across the library.) Everypony wins!

(The orb hurtles out the doors, pauses briefly in the corridor for the few seconds it takes her to stroll toward it, and streaks out of sight. Before she can make it outside, a mighty blast of white light spills back from the direction it has gone, leaving her visible only as a silhouette until it retracts to the doorway.)

Starlight: Congratulations, Starlight. (smiling fiercely) You’re a genius.

(Cut to a point several feet below the balcony railing outside the library, the light having returned to normal; she steps up to this and directs a smiling look down toward the entrance hall. Triumph quickly gives way to a stunned gasp as the camera zooms out the rest of the way to ground level, partly framing the faces of Fluttershy and Rarity standing side by side. Tendrils of translucent arcane power curl around these two, and their faces display utterly blank expressions and unblinking eyes shrunken to points. Cut to a slow pan across the quintet, all standing silent and still and lifeless among the wisps of energy, then back to Starlight. Her apprehensive expression tells it all: evidently that three-way combo packed a little more punch than she expected.)

Starlight: Maybe the congratulations were a little premature.

(Fade to black.)

Act Two

(Opening shot: fade in to an extreme close-up of Pinkie’s face. Starlight reaches into view and waves a hoof before the contracted blue eyes, getting not a flicker of response; zoom out to frame her giving the mare a searching look.)

Starlight: (to herself, pacing) Cogeria…Persuaderi…Fiducia…hmm. (Brainstorm; she smiles.) Ah! Of course! Fiducia Compelis needs a trigger.

(Her soft laugh gives way to a full-throttle horn charge and her eyes blaze white.)

Starlight: (reverberating) Ponies! Hear my voice and listen!

(Rarity has again removed her bags by this point. A flash of white, and the view shifts to a pan across the other five, who begin to blink but retain their contracted pupils/irises. Starlight leans toward Pinkie at one end, her eyes and voice back to normal. The flickers of magic around them have dissipated now.)

Starlight: Pinkie, kitchen! Rarity, Applejack, library! Fluttershy, stay here! Rainbow Dash, find somewhere inside the Castle and set up a place where we can chillax.

(The four she has directed to other locations clear out with a round of acknowledgements, and she ambles out of the entrance hall with a satisfied little smile. Cut to the kitchen, with all the typical accoutrements: ovens, pans hanging from a long overhead light fixture, a central countertop for prep work, and so on. Pinkie stands behind this last, an open carton of eggs and a mixing bowl resting before her, and does not move a muscle even as the door swings open under Starlight’s influence to admit her.)

Starlight: (crossing to her) Let’s get to work, Pinkie.

(The baker responds in a voice that carries a decidedly mechanical quality under its cheery tone.)

Pinkie: Okey-dokey! What would you like to do first?

Starlight: Uh, what are we supposed to do first?

Pinkie: Whatever you want to do first, Starlight Glimmer.

(Slightly flummoxed, the ace wizard uses her magic to flip open the nearest cookbook and starts perusing the pages.)

Starlight: (reading) “In a medium-size mixing bowl, beat together eggs, sugar, and two teaspoons of vanilla.”

(Each ingredient is added at warp speed as she names it, and Pinkie gives the lot a quick stir but stops as soon as she looks up from the recipe.)

Starlight: (reading) “Mix in flour.”

(Same routine as before. For the next round, Starlight glances quickly at the book but trains her eyes on Pinkie before speaking again.)

Starlight: (from memory, rapid fire) “Add baking soda, salt, and cinnamon.”

(As before, but this time Pinkie does not stir the batter; Starlight peeks into the bowl, then shifts the book a bit closer.)

Starlight: Hm. I think you can take it from here. (She turns to leave.)

Pinkie: Take what from where?

(The unicorn freezes in her tracks, realizing now that her mixed spells have definitely gone a bit farther than she planned.)

Starlight: (a bit irked) The baking. (walking to door) Just keep following the instructions in the book until I get back.

Pinkie: Absi-tively! Instruction following, starting…now!

(The pink goofball proceeds to pore over the pages and sling one ingredient after another into the bowl in a whirl of frenetic activity. For her part, Starlight just smiles smugly.)

Starlight: Baking a cake, check! (walking out, horn glowing) Now on to sewing.

(The door swings closed behind her. Wipe to Applejack and Rarity in the library. The farmer sits on her haunches at one of the tables, with photographs and an album laid out before her and her stacked-up cart parked alongside, and the designer crosses the room while floating a piece of fabric overhead. She arrives at another table loaded with swatches, where Starlight now stands, and sets it down among the lot.)

Starlight: What did you have in mind, Rarity?

Rarity: Whatever you want me to have in my mind, Starlight Glimmer.

(Like Pinkie, her voice has an unmistakable automaton quality to it. Starlight levitates a paperback from the nearest shelf, flips through it, and smiles at one particular page before bringing it over to Rarity. What she has found is a picture of a mare wearing a gown checkered in light shades of green and brown.)

Starlight: Can you make a dress exactly like that one?

Rarity: Just like this one?

Starlight: Just like it.

Rarity: Absolutely. (Starlight lets go of the book and walks off.) It will look perfectly divine.

(Next stop, Applejack’s table. Cut to a close-up of the scattered pictures and tilt up to Starlight.)

Starlight: That’s a whole lot of photos. How do you usually organize them?

Applejack: However you want me to organize them, Starlight.

(Hearing that same flat affect under the Southern drawl gives Starlight pause, but she smiles after a moment.)

Starlight: (pointing to a photo) Okay. Tell me about this one.

(Close-up of it as she finishes. Once she takes her hoof away, it can be seen in full detail: Granny Smith shrugging helplessly as a fat pink pig wearing swim goggles and reclining on an inner tube floats past, carried on a stream that runs through Sweet Apple Acres.)

Applejack: (from o.s.) Sweet Apple Acres. Twenty moons ago. (Cut to her.) Granny Smith was lookin’ for her favorite pie tin. She looked in the kitchen, but it wasn’t there. (Cut to a dismayed Starlight; she continues o.s.) She looked in the barn, but it wasn’t there.

Starlight: (rolling eyes, groaning) I don’t need every little detail. (Chuckle.) Just sum up the story in one sentence. (Back to Applejack.)

Applejack: Huh. (shrugging) Well, turns out Granny Smith didn’t know how to make a pig do the backstroke.

Starlight: (completely lost) Uh-huh. (smiling, circling to Applejack’s side) Why don’t you keep putting these photos in chronological order, and when I come back, you can give me more…highlights. (Grin.)

Applejack: Sure thing, Starlight Glimmer.

(The grin fades in a hurry. Wipe to a close-up of Fluttershy standing at the bottom of a staircase; on the start of the next line, zoom out to frame Starlight descending to her. A door is placed nearby; around them, the blue-painted walls show a landscape of trees and distant mountains.)

Starlight: Fluttershy, where are all the animals?

Fluttershy: They ran away.

(Again the monotonic under-layer to that soft, gentle voice.)

Starlight: And why didn’t you stop them?

Fluttershy: Because you didn’t ask me to.

Starlight: (sighing exasperatedly, pacing a bit) Obviously I wanted you to— (catching herself) —never mind. Can you please round up all the animals in the Castle and bring them back here to the foyer?

Fluttershy: All the animals. Got it.

(She has barely taken wing to get after this assignment before Rainbow flaps into view, carrying towels and a bucket.)

Starlight: Did you find a place to chillax, Rainbow Dash?

Rainbow: Sure thing, Starlight Glimmer.

(There it is for the fifth time—a clean sweep of lifeless undertones in the ponies affected by Starlight’s conjurations.)

Starlight: Great. Let me know when it’s ready.

Rainbow: Yes, Starlight Glimmer.

(Off she goes, the camera cutting to a close-up of the pinkish-violet face and its content smile. A wipe frames that same close-up now in the library, but the smile has been replaced by a look of utter weariness and frustration. Zoom out on the start of the next line to frame her sitting next to Applejack, with her chin propped on a foreleg.)

Applejack: Granny Smith knew she was gonna need a bigger boat, so Goldie Delicious says, “If you can’t say anythin’ nice about anypony…”

(Close-up of one photo, which depicts the elderly Apple relative—last seen in “Pinky Apple Pie”—seated on a park bench and indicating a vacant spot. Several of her cats are goofing off all around her.)

Applejack: (from o.s.) “…come sit by me!”

(Pan/tilt down to another snapshot: Big Macintosh hunkered down in the farm’s pigsty, next to one of the inhabitants. Both are slathered in mud and doing their best to avoid detection by a hulking, wolf-like beast silhouetted against the full moon.)

Applejack: (from o.s.) Big Mac knew if he just covered himself in mud, the creature wouldn’t be able to see him. (Back to her and Starlight on the end of this.)

Rarity: (from o.s.) Starlight Glimmer!

(Grateful for a reprieve from the bite-size stories, Starlight darts away. Cut to a close-up of a rolled document floating in Rarity’s magic. This is quickly unfurled to expose a very rough colored-pencil sketch of the gowned mare on the book page she was shown; zoom out to frame Rarity smiling with vacant pride.)

Rarity: I have finished the dress. Isn’t it gorgeous?

Starlight: (skeptically) What is that?

Rarity: You wanted me to make a dress exactly like the one in the book.

Starlight: (groaning impatiently) Go make a real dress out of fabric, exactly like the one in the book.

Rarity: (rolling up sketch, dropping/stomping it) Huh. I see. Yes, of course, Starlight Glimmer.

(She sprints away and Starlight turns confidently toward the rest of the library, only to have a second thought and pivot right back.)

Starlight: Rarity…

(Cut to frame both. The dressmaker has a couple of very small fabric bits in her telekinetic grip, along with a needle and thread, and is just about to begin stitching them up.)

Starlight: …make it bigger than the one in the book.

Rarity: Of course, darling. Bigger it is.

(She cuts her eyes toward the floor, the camera shifting to the mouse on the receiving end of this attention. It is already wearing a tiny copy of the dress, as well as complementary earrings, and it shrugs and squeaks in confusion at having been called in as a model. From here, wipe to Applejack and Starlight facing each other across the table of photos.)

Applejack: She was just a pony standin’ in front of another pony, askin’ him to love her.

(The overeager unicorn’s mood rapidly switches from mild irritation to being just plain fed up by the time Applejack reaches the end of this very short yarn. Wipe to the door at the bottom of the staircase where Starlight found Fluttershy without all her animal friends. She walks up, pulling it open with a burst of her magic—and is greeted by a floor-to-ceiling conglomeration of baked goods, utensils, and equipment that spills out to bury her. Beyond the mess, the kitchen can be seen. Starlight pokes her head up, a cupcake impaled on her horn and frosting splattered all over her face and disheveled mane.)

(Cut to inside the kitchen; her magic sweeps part of the floor clean, and she leaps in with the cupcake gone and her appearance back to normal. Cakes are stacked up on every square inch of countertop space and have taken over a good bit of the floor to boot.)

Starlight: Pinkie, what are you doing?!

(Zoom out to put the industrious pink mare in the fore—still reading intently from the cookbook Starlight left for her and slinging ingredients every which way. Dirty dishes have piled up at the end of the kitchen, the overhead light hangs askew, and boxes and bags have spilled out everywhere.)

Pinkie: Following all of the instructions in the cookbook in order, Starlight Glimmer.

Starlight: I meant just the one cake! (crossing to her) I was only gone a few minutes! How in Equestria did you get all of this done so fast?

Pinkie: First I combined three eggs. Then I—

(She cuts herself off with a gasp as Starlight’s aura clamps her mouth shut and lifts her clear of the culinary disaster area. However, the muffled, unintelligible sounds that continue to issue from her closed lips betray the fact that her tongue is still stuck in overdrive. It takes her a few seconds to wind down.)

Starlight: Think the baking lesson is done.

(Comes now a very angry, growling roar from parts unknown.)

Starlight: Oh, what now?

(She gallops off with Pinkie in tow, the camera panning in the opposite direction to stop on the heavily befouled ovens—and the smoke that begins to curl through the grating in one hatch. Cut to Starlight and Pinkie racing/floating down a corridor; as they hustle out, Applejack’s voice is heard from the library and the camera stops on its open doors, beyond which she can be seen still at it.)

Applejack: They can take our farm, but they can’t take our freedom!

(The fleeing mare slides to a stop with a gasp in the entrance hall, seeing a trail of muddy paw prints that snake along the carpet and up one wall.)

Starlight: (galloping to them) What’s going on?

(What she finds before her is a group of very frightened, shivering animals and more prints where they have absolutely no business being. Harry, the biggest of the bunch and the source of the roar that startled her, manages a scared little growl and points behind himself.)

Fluttershy: (stepping into view next to Starlight) I’ve gathered all of the animals like you asked, Starlight Glimmer.

(And she has clearly not discriminated as to size, behavior, or potential to spread a host of diseases. Crawling all over her body and mane are spiders, ticks, centipedes, a couple of snakes, and one rather displeased-looking rat riding on top of her head. Starlight is so freaked out by the sight of the walking vermin magnet that she inadvertently lets go of Pinkie, who tumbles sideways to the befouled carpeting. Here comes Rarity, whose wide-eyed smile fixes itself back in place as she turns to Harry and company.)

Rarity: Oh, yes. (exerting her field on the rug under them all) This will do nicely.

(It is unceremoniously yanked away and rolled up, dumping all the beasts hard onto the floor, and she walks off with it floating overhead.)

Rarity: A much bigger dress.

Applejack: (from library, slightly muffled) It was the best of apples, it was the worst of apples. (Starlight lets out a loud sigh.)

Starlight: I can handle this. It’s just magic— (Gray smoke begins to descend.) —and I know magic!

(Fire safety is perhaps a different matter, as she looks up to find that the haze has thickened to the point that it obscures everything from about head height up.)

Starlight: (scared) What’s that?

(Pinkie, still immobile on the floor, tries to get some words out through her locked lips.)

Starlight: (briefly exerting magic over her) What did you say? (Pinkie stands up.)

Pinkie: The cakes are burning! (pointing down corridor) You left the ovens on!

Starlight: (shaking Pinkie in her field) We need water!

(Now Rainbow flies in to join the bedlam as she lets the party master hit the ground face first. The daredevil is no longer toting the towels and bucket she had when she came back from looking for a spot to chillax.)

Rainbow: Yes, Starlight Glimmer.

(She rockets off. Cut to a long shot of the Castle as she and several other pegasi push masses of dark storm clouds to block it from the cheery daytime sun, then back to Pinkie and Starlight. Rainbow returns just as quickly as she left, in time for the unicorn to grab hold of the sky-blue cheeks.)

Starlight: Storm clouds?!

(They have even settled into place over the entrance hall, and they waste no time in beginning to discharge their freight of rain. Harry lets off an unnerved growl as the accumulating water begins to rise, floating him, Fluttershy, and the other animals clear of the floor. The same begins to happen to Starlight, while Rainbow hovers above her and Pinkie floats by on her back with a mindless grin. In a long shot of the Castle exterior, the water begins to gush from the upper-story windows and doors and surges toward the camera, filling the screen.)

(The torrent drains away to give a view of the sodden corridor, where all the animals and all the mares except Applejack and Rainbow have wound up in a waterlogged heap. The blue flyer is still relatively dry and hovering above them. Both the smoke and the clouds have dissipated, most of the water has drained out, and Fluttershy has been washed clean of all the creepy-crawlies she rounded up. Zoom out slightly to put a soaked Applejack in the fore, floating by on her library table. Incredibly, she has managed to hold on to one of her photos; the others that were on the table, and the album she was looking at, have all been swept away.)

Applejack: Big Mac told me, “With a whole lotta power comes a heck of a lotta responsibility.” (Grin.)

Starlight: (groaning) This can’t get any worse!

(But it does, in the form of Twilight entering the Castle with Spike at her side. Purple and green eyes stare in total disbelief at the mayhem for a long moment.)

Twilight: (with growing anger; zoom in to a close-up) What is going on?!?

(Snap to black.)

Act Three

(Opening shot: fade in to an extreme close-up of a cobweb-covered stretch of library shelves. A broom swings up into view to drive off a spider and sweep the strands away; cut to an overhead shot of Spike on cleanup duty. Several puddles still dot the floor.)

Spike: I had no idea we had spiders in the Castle!

(He walks off; cut to another area at ground level. Starlight has commandeered a couch and is sitting on her haunches, reading a book held in her magic.)

Spike: (crossing to her) I’m never sleeping again!

Starlight: Maybe if I had reversed the Fiducia Compelis and Cogeria…or maybe I added too much Persuaderi… (She sees Spike’s funny look.) …what?

Spike: You’re really missing the point here.

(On the start of the next lien, zoom out to bring Twilight into view, plodding wearily toward him.)

Twilight: (moaning) I finally untangled that mess of a spell and got everypony home. It was really powerful stuff. They’re gonna feel that in the morning. (crossing to Starlight) Now please try to explain to me how in the name of Celestia things got this out of control!

Starlight: (lowering book) Well, it was the first time I cast that particular spell, and I-I didn’t fully think it through. I-I bet if I had reversed—

Twilight: I think you might be missing the point here.

(The sound of Spike’s broom horns in under her words, and the camera then cuts to the smug little guy.)

Spike: Told you.

Twilight: (to Starlight) What made you think that casting a spell on your friends to do your bidding was even remotely a good idea?

Starlight: (reluctantly, rubbing temple) Well, when you put it that way, it sounds really bad.

Twilight: (with sudden fury) That’s because it is really bad!

(The errant unicorn stammers a bit before the camera cuts back to her worried mentor, who has calmed down.)

Twilight: Starlight, I’m not mad at you—but I am disappointed. You’ve been doing so well. (Spike crosses to them, without his broom.) I-I just don’t understand how a friendship lesson turned into all of this!

Starlight: (groaning loudly) Fine! I’ve been avoiding the friendship lessons on purpose.

Twilight: Why?

Starlight: I can cast complex spells, but… (hoof to forehead) …baking a cake with Pinkie Pie freaks me out! And yes, I know how ridiculous that sounds. (leaving couch, pacing) That’s why I didn’t say anything. I thought if I just kept wowing you with my magical abilities, you might just…not notice?

Twilight: (puzzled) Baking a cake freaks you out?

Starlight: (turning to her) Yes! Baking a cake, sewing, all of it! What if I was bad at it? (Close-up.) I didn’t want to be a disappointment to anypony, and…I ended up being a disappointment to everypony.

Twilight: (from o.s.) Starlight… (Zoom out slowly; she approaches.) …do you think anypony cares if you can bake a cake?

(She touches Starlight’s chest gently, only for the unicorn to push the hoof away.)

Starlight: But…the lesson…

Twilight: …was to get to know Pinkie Pie better by doing something she loves. It was a friendship lesson— (smiling, rolling eyes) —not a baking lesson.

Starlight: Oh. (scratching head) You know, I think I might have missed the point here. (Spike pops up between them, without his broom.)

Spike: Told you.

Starlight: So now what?

Twilight: Now it’s time for a pretty advanced friendship lesson. It’s called apologizing.

(Starlight allows herself a little smile. Wipe to the other five mares sitting/standing around two of a café’s outdoor tables—Pinkie/Rarity at one, Applejack/Fluttershy/Rainbow at the other—and zoom in slowly. All five have had a chance to dry off and sort themselves out properly from their mishaps in the Castle, but none are looking too ready to tackle the day. Based on the blue sky above them and Twilight’s “they’re gonna feel that in the morning” comment, it is now the day after all these events went down. Rarity has donned a pair of sunglasses and a broad-brimmed sun hat. She is the only one whose mane and tail are completely in order; the others show varying degrees of disarray and hairs popped out of place. Applejack utters a prolonged, pained groan and rests her head on her folded forelegs. The eyes and voices of all five have returned to normal, free of the influence of Starlight’s spell.)

Applejack: I don’t know what kinda whammy Starlight put on us, but I feel like I got shoved through the Super Speedy Cider Squeezy Six Thousand.

Rainbow: (grunting) Tell me about it.

Rarity: (softly) If everypony could speak in a whisper for the next few days, that would be delightful. (chin on table) My head is thumping. (Cut to Fluttershy.)

Fluttershy: I was up all night calming the animals down.

Rarity: (from o.s., normal volume) Fluttershy, please! (Pan quickly to her and Pinkie; she continues softly.) Not so loud.

Pinkie: (angrily) Starlight’s spell made me burn perfectly good cake! I never burn cake!

(These last four words are delivered with enough force to make Rarity’s shades pop briefly out of place on their own. Pinkie then punctuates them by slamming her whole face flat onto the table.)

Starlight: (from o.s.) Yeah. About that.

(Longer shot of both tables; she walks up to the gathering.)

Starlight: Things got a little out of hand last night. (Cut to Applejack/Fluttershy/Rainbow.)

Applejack: (dryly) Well, ain’t that the understatement of the day. (Pan to Pinkie/Rarity, Pinkie now sitting up.)

Pinkie: Hmph! Tell it to the cake, sister!

(One pink hoof bangs into the table, causing Rarity’s sunglasses to fall askew.)

Rarity: (readjusting them, pulling hat brim over eyes) Can we all please argue at a lower volume? (Cut to Starlight on the start of the next line.)

Starlight: I really messed up. I cast the spell because I was…nervous about working with you on the friendship lessons.

Rainbow: (acidly) Well, here’s a friendship lesson for you. (standing up to full height) DON’T CAST SPELLS ON YOUR FRIENDS!

(The sudden increase in decibels makes Applejack’s eyes pop and Fluttershy clap hooves to ears. Cut to Starlight.)

Starlight: Believe me, I know. (Zoom in slowly.) What I did was wrong, a-and I can’t take it back. You’re right to be upset, and I hope one day I can make it up to you. But…all I can say is…I’m sorry. (All six again.) Now if you’ll excuse me— (walking away) —I’ve gotta go clean the Castle covered in wet cake batter and spiders.

(Rainbow waits to speak until she has cleared the area.)

Rainbow: That was a pretty good apology.

Fluttershy: Seems like she feels really bad. (Pause, then Applejack gets off her seat.)

Applejack: Hey, Starlight!

(She trots off. Cut to the contrite unicorn walking slowly down the block; she stops at the sound of Applejack’s voice.)

Applejack: (hurrying to catch up) Most of the Apple family photos are still layin’ around in the wreckage. (winking; Starlight smiles) I-I think I’ll come along and hunt ’em down.

Fluttershy: (flying to them and landing) Oh, and I feel awful for disturbing all those cute little spiders and bats. (winking) I should check on them.

Rarity: (from o.s.) Ah, yes.

(Head on view of her walking up alongside Fluttershy.)

Rarity: And I left some lovely fabric out. I should come and move it to that nice quiet library.

Rainbow: (from o.s.) Uh… (Tilt up to her, hovering above the pair.) …I’ll come and get those storm clouds out of the bathroom.

Pinkie: (from o.s., viciously) Fine!

(The weather expert gives a startled little neigh at the outburst; cut to the five glancing back at her, still seated at her table.)

Pinkie: (overwrought) Somepony has to bake a cake to honor all the poor cakes that sacrificed their batter in last night’s tragedy!

(On the end of this line, she puts a hoof to her forehead dramatically and the camera cuts to a close-up. She gives the lie to her histrionics with a big, bright grin.)

(Wipe to an extreme close-up of a magically held needle and thread stitching up a rip in a piece of cloth, then cut to Rarity and Starlight seated side by side on a carpet. Rarity has done away with her shades and hat. Starlight is mending a torn banner laid out before the pair; once the last stitch is in, she floats it up and hangs it as Rarity grins. Zoom out from them to put a smiling Twilight in the fore, looking on from around a corner; she levitates a quill and scroll, makes a note, and walks off. This area, and all those to be seen following it, are clean of water and paw prints. Rarity is fully rested and groomed now, as will be the other four whom Starlight bewitched when they are seen next.)

(Wipe to a close-up of a photo album lying open amid a great many pictures on a table in the library. One finds its way into an open space on the page thanks to Starlight’s aura, and she walks over to it as the camera tilts up to frame her. She grins tentatively across the table, finding a happy Applejack and her loaded cart on that side, and circles around to float up a different picture. The blond mare goes into a story that elicits a laugh from the unicorn; meanwhile, Twilight strolls by, taking notes on a clipboard instead of the loose scroll.)

(Another wipe changes the view to the upper reaches of a dimly lit corridor, within which Starlight’s field hoists one end of a string of cobwebs and anchors it to the wall. Fluttershy flies up with a spider on her hoof and gently sets it on the sticky strands; zoom out to show Starlight smiling up at her. The yellow pegasus winks, and the two head off together along the web-choked pathway; Twilight and Spike peek in around a corner, the baby dragon cringing in fear as the Princess jots down some more notes.)

(A fourth wipe, and the camera is now in the kitchen, at the level of the repaired overhead light. Tilt down to reveal the entire place has been cleaned from top to bottom; Pinkie is at the central counter, glumly mixing a bowl of batter. A second one floats across and rests itself next to her, followed by a grinning Starlight with a spoon in her field. Pinkie regards her incuriously for a moment, then goes back to stirring; Starlight does likewise, using her magic. In a profile close-up, Pinkie pauses and throws a bewildered glance over her shoulder; zoom out to show that Starlight has succeeded in staining most of her face, mane, and hooves white with the contents of her bowl. They smile at one another, Starlight blushing a bit, and quickly escalate to grins and laughs. These events do not go unnoticed by Twilight, who has gone back to her original scroll for note-taking at her vantage point in the doorway. She walks off, floating the document and quill along.)

(Dissolve to Starlight, now clean, walking slowly along a corridor while sweeping the floor with a telekinetically held broom. Twilight hurries up to her, no longer with the quill and scroll.)

Twilight: It seems your apology went well.

Starlight: (sighing with relief) I’m just lucky to have such understanding friends. (cutting off spell, gripping broom) But it’s probably gonna be a while before I try to tackle those friendship lessons again.

Twilight: (laughing a bit) What do you mean? You’ve been doing them all day.

Starlight: What are you talking about? I’ve been cleaning up the mess I made by totally failing at friendship.

Twilight: (knowingly, moving closer) Really? But didn’t I see you sewing with Rarity?

Starlight: Yes, but—

Twilight: And you and Applejack did a great job collecting those photos and putting them in the book. (pacing around Starlight) Helping animals with Fluttershy…baking with Pinkie Pie…those sound like your assignments to me. In fact, I think there’s just one that you’re missing.

(Wipe to Rainbow relaxing on a beach chair, forelegs behind head and her favorite black sunglasses over her eyes. Off to one side, Applejack lies on a second chair with her hat tilted forward over her face. The sound of rushing water can be heard, and clouds are visible above the crystalline floor and gilded railing, suggesting that the action has shifted to one of the Castle’s balconies. Starlight walks into view, no longer carrying her broom.)

Starlight: Sun, check. Chairs, check. And thanks to a simple Catadupa Levitata spell, we’ve got water. Is that everything we need to chillax?

Rainbow: Nope.

Starlight: (worriedly, pacing) No?

(Cut to a longer shot of this balcony, the uppermost one. Seven chairs are arranged in a semicircle around a small pool whose contents are describing a constantly flowing arch and refracting the sunlight into a rainbow. All the mares except Starlight have each claimed one; Twilight is reading a book, while Rarity has put her sunglasses and sun hat back on and is using a folding reflector to angle the rays up under her chin and ears. Spike is up here as well, lounging in the pool itself.)

Starlight: What’d I miss?

Rainbow: (whispering) Quiet. (Starlight climbs onto the empty chair; cut to her and Twilight.)

Starlight: Ah! Right.

Twilight: (closing book, setting it down) Great job, Starlight. Looks like you’ve completed another friendship lesson. (Blissful sigh.)

Rainbow: (from o.s., full volume) Hey!

(Both glance her way, Twilight starting in surprise; cut to her, sitting up and with shades propped on forehead.)

Rainbow: She completes the lesson when I say she completes it. (leaning back; shades down) So less learning, and more chillaxing. (Very long pause.)

Starlight: So…how long do we sit quietly?

(The others share a laugh, and she joins in once she catches on to the joke. Zoom out slowly and fade to black.)


P.P.O.V. (PONY POINT OF VIEW)

Story by Kevin Burke, Chris Wyatt, Michael P. Fox, Wil Fox

Written by Michael P. Fox, Wil Fox

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a stretch of railroad tracks running through the outskirts of Ponyville during the day. Zoom in slowly as birds fly past and Twilight Sparkle trots briskly into view from among the clustered houses, moving away from town and paralleling the tracks. Several yards back, an out-of-breath Spike tries to keep pace, but soon gives it up and stops.)

Spike: Twilight, can you slow down a bit?

(In close-up, he wipes the freely running sweat from his face and blows out a breath; Twilight backs up to him, hooves clopping excitedly against the hard-packed dirt.)

Twilight: Sorry, Spike. It’s just Pinkie Pie, Rarity, and Applejack are getting back from their Seaward Shoals boat trip! And I can’t wait to hear all about it! (She hurries on, floating him onto her back.) It’s such a shame Rainbow Dash and Fluttershy had to miss it for their Cloudsdale flight school reunion. Maybe the rest of us not going was for the best, anyway. I know the three of them were really looking forward to getting out of their element.

(Reaching the train station, she hops up the steps and onto the platform.)

Spike: Getting out of their element? (Twilight stops; he jumps down.)

Twilight: (looking off in distance, shading eyes) I think they all just wanted to try something new.

Spike: Huh. I guess a boat trip qualifies as that.

Twilight: My only worry is that they’ll be so excited, they’ll talk over each other and I’ll miss some of the details! (floating up a quill/scroll, shoving them into Spike’s hands) Just to be safe, I may need you to take notes.

(Her eager grin stands in sharp contrast to his look of mild resentment. The chug of an approaching train engine is heard.)

Spike: Uh, right.

(It pulls in, hiding them from view, and vents clouds of steam that fill the screen. When they clear, the view has shifted to a close-up of the legs of Applejack, Pinkie Pie, and Rarity standing side by side, just inside the open door of one car. All three are liberally besmirched with dirt and muck, manes are out of order, and Rarity is wearing a rumpled, dark red trenchcoat. Zoom out quickly to frame the trio fully, all displaying very bad attitudes and draped in assorted bits of loose seaweed, then cut to a recoiling Twilight and Spike. The screen quickly tiles itself with three horizontal panels that slide in from the left, each framing an extreme close-up of one pair of narrowed, disgruntled eyes, then cuts back to the welcoming committee. Twilight slaps on her best placating grin, while Spike stares in silent bewilderment.)

Twilight: So, how was the trip?

(She rubs one foreleg nervously with the opposite hoof just before all three try to push through the doorway at once. After a long moment’s strain, they spill out and tumble to the platform in a filthy heap. They stand up, Applejack and Rarity walking away from each other along the length of the train, and Pinkie throws befuddled glances from one to the other. In an overhead shot of the station and platform, the farmer and fashionista exit off opposite ends of the platform, while the party planner clambers up onto the train roof and leaps off the other side to put her back to the others. A close-up of Twilight and Spike picks out the instant dismay that has rooted itself on her face; he has put away the quill and scroll she foisted on him.)

Spike: (shrugging) Well, at least you don’t have to worry about them talking over each other.

(She grimaces as the full import of his words sinks in, and the view fades to black.)

OPENING THEME

Act One

(Opening shot: fade in to the dining room in the Castle of Friendship. Twilight is busy setting the table for tea, floating cups to rest in front of the seats and giving one a final nudge; zoom in as Spike brings in a plate of cookies and sets it in place. The pot is levitated up for a critical inspection, as is a napkin which she licks and uses to polish up a spot before sending it away again.)

Twilight: I don’t know what happened on that boat trip. (smiling, returning pot to its place) But once Rarity, Applejack, and Pinkie Pie have some tea and talk it out, I’m sure everypony will feel better.

(Another bit of her aura removes the lid, immerses three tea bags to steep, and sets it back on. Spike takes advantage of the momentary distraction to snatch a cookie, but she is quick to whip it away and return it to the plate so that his teeth snap together on empty air. He gives her a dirty look as the sound of knocking at the doors is heard.)

Twilight: (trotting across, magically opening one) Come on in, everypony!  

(Her grinning gesture of welcome gets no immediate response, as no living thing is immediately visible in the corridor beyond. She glances confusedly out the door; cut to a close-up of three most unexpected visitors: Applejack’s dog Winona, Pinkie’s alligator Gummy, and Rarity’s cat Opalescence. Winona has a note in her mouth, while Opal bears an envelope clipped to her collar that shows Rarity’s cutie mark. Gummy carries no such freight. Zoom out slightly to frame Twilight staring at them on the start of the next line.)

Twilight: Gummy, Opalescence, and Winona? (She backs up a bit; they enter.) This is a surprise.

(Spike runs up; cut to the corridor as he peers out into it.)

Spike: Aren’t Pinkie Pie, Rarity, and Applejack with you?

(Close-up: Twilight looks down toward the sound of Opal’s purring, and the camera tilts down to frame the pampered feline rubbing up against her legs. She plucks the note away with her telekinesis and unfolds it to read.)

Twilight: (reading) “Sorry, darling, but I must decline the invitation to your soiree. While I’m sure it will be positively resplendent, there are certain ponies I’d rather not associate with at the moment. Rarity.”

(The substance of this message seems to affect her thought processes in the way that a gas tank full of water might affect the performance of the average car. The sound of Spike’s running footsteps marks his return from the corridor, and he snatches the note away for a frantic perusal.)

Spike: Rarity’s not coming? (Groan; he lets it drop.) So I polished my scales for nothing.

(The boss rolls her eyes and grimaces to herself. Cut to one end of the dining room table, where Winona has perched on a seat and is idly turning herself around on it by wagging her tail. Gummy climbs up next to the plate of cookies and rolls onto his back, exposing a swath of writing on his belly. The pooch’s missive is plucked away in Twilight’s field, so she turns her attention to scratching behind an ear. As Twilight gets it into position to read, Opal contents herself with circling around Spike and brushing her tail against him.)

Twilight: (reading) “Sorry I can’t make it, but I’m still a mite upset about everything that happened on the boat. Applejack.”

(Opal gets bored and walks off on the end of this. The Princess exchanges concerned glances with Spike and lets this letter drop; cut to Gummy, who starts to nudge one of the cookies free with the end of his tongue before she floats him off the table. Zoom out to frame her, peering closely at the ink on his scaly hide.)

Twilight: (reading) “Sorry I can’t make the tea party today, but there’s a small problem with the guest list. Plus I’m right in the middle of a very important cupcake.” (setting him down) “Pinkie.”

(Her mood sours considerably as Spike crosses to her and Opal strides imperiously past the table.)

Twilight: Come on, Spike. Since our friends won’t come here and tell us what happened— (walking out) —we’ll just have to go to them! (Winona jumps down to follow Opal.)

Spike: Right behind you!

(But not immediately; he darts back to the cookies and proceeds to stuff nearly every single of them into his mouth before hurrying after her. Dissolve to a close-up of Rarity’s unkempt, highly annoyed reflection in a mirror within the Carousel Boutique; she is no longer wearing the trenchcoat she sported in the prologue. Throwing a disgusted look at a strand of seaweed clinging to her mane, she levitates it away and brings up a hairbrush to put the purple locks back in order. It catches on something buried deep, which proves to be a small crab that has been hiding somewhere near one ear. She voices a cry of revulsion and uses her magic to pluck it away, holding it by one pincer as it clacks the other one at her.)

Rarity: I am sorry— (fluffing mane) —but my mane wasn’t made to support marine life!

(She lowers the crustacean to the floor; in close-up, it gives her a baleful look, then scuttles grumpily away past Twilight’s hooves. Zoom out to show both her and Spike on the scene, which is in Rarity’s upper-story workspace and living quarters; Spike has swallowed the cookies he filched from the tea party setup.)

Rarity: (crossing to them, floating trashed coat along) Ruined! Completely ruined! (Cut to Twilight, smiling encouragingly.)

Twilight: I don’t know, Rarity. Maybe you could—

Rarity: (from o.s.) —throw it away? (Back to her; she pulls it back.) Yes, I agree. (It goes into a trash can.) Just another innocent casualty of that disastrous boat trip.

Twilight: About that. Spike and I were wondering what happened out there.

(The glow of her horn brings out the quill and scroll that Spike ditched at the train station and smacks him in the face with them. He glares down at the offending items as they drop into his hands, then transfers the ire-filled green pupils to her.)

Rarity: Please, darling. I don’t know if I’ll ever be able to discuss it. (hoof to forehead) It’s far too painful!

(Her favorite couch slides into view under her influence, and she flops onto it with a pained sigh, landing on her back.)

Spike: If it’s too difficult to talk about, we completely understand.

 

(He pushes the scroll back to Twilight, who shoots daggers at him from her narrowed eyes, and Rarity sits up, the focus shifting to her in the fore.)

Rarity: Well, since you dragged it out of me. (Close-up of her.) It all started at the docks. (Zoom in slowly.) I knew Applejack and Pinkie Pie wanted to get out of their element, so I thought I would surprise them with an elegant cruise.

(The view undergoes a wavering dissolve to a long overhead shot of a sizable sailing vessel moored at a dock, with several rowboats tied off to nearby rocks in the water. One of the three sails is marked with a giant red apple, and the mast to which it is attached flies a flag that shows a stylized sunrise and crescent moon. Pinkie stands waiting by the stern with loaded saddlebags slung up, and the distant purple/white speck that is Rarity moves along the dock with a second pony trailing closely behind. It is daytime. Zoom in slowly.)

Rarity: (voice over) I had brought a small bag with just a few key essentials.

(Close-up: she wears a life jacket and is followed by a bearded stallion sailor in a striped sweater and knit cap. His teeth are clamped around the handle of a smallish travel bag whose jewel accents mark it as hers.)

Rarity: All right, ponies! Prepare yourselves for luxury on the high seas!

(She reaches Pinkie, whose bags can now be seen to be stuffed with equipment for other diversionary pursuits—including a fish-shaped piñata. She also has a stack of board games balanced on her back and is wearing a life jacket of her own.)

Pinkie: That sounds… (forcing a grin) …fun?

(Orange-tan legs step into the fore, catching the two mares by surprise. Applejack’s forelegs and front half are covered by a dark gray, long-sleeved garment with the edges of light green sweater sleeves peeking out from the cuffs. Cut to a head-on shot and tilt up slowly: the outer garment is a heavy pea coat, the sweater is a thick turtleneck, and she has traded her cowboy hat for a red knit cap. The overall “old salt” impression is further reinforced by her scowling countenance with one eye screwed nearly shut, and by the gravelly pirate cadence that overlays her Southern accent.)

Applejack: The sea air carries a portent for trouble this day. ’Tis a treacherous and perilous journey that lies ahead of us. We sail to adventure—or our very doom.

(Neither Pinkie nor Rarity has any immediate response to this radical shift in their friend’s demeanor. The prim unicorn is first to speak.)

Rarity: I…have no idea what you just said. (smiling) But your wardrobe is delightfully seaworthy.

(Double grin, Pinkie’s a bit hesitant; the dour farmer-turned-seafarer clomps past them and up the gangplank. Dissolve to a long shot of the ship now sailing through open water and zoom in slowly. Applejack stands on the main deck, Pinkie at the bowsprit mounted on the prow, Rarity on the elevated poop deck near the stern. Pinkie has unloaded her gear, while Rarity has her bag floating at eye level. Zoom in slowly.)

Rarity: (voice over) Despite Applejack’s colorful seafarer attitude—

(She lowers it to the planks on the end of this; cut to a close-up. She undoes the clasp and lets her horn bring up a serving dish with a cover far taller than the bag’s dimensions should allow.)

Rarity: (voice over) —I was still determined to get my friends out of their element— (She descends from the poop deck with it.) —by providing them with all the refinements of a luxury cruise. (It is set down on a spool of rope.) I’d made sure to bring all the most delectable nibbles for them to enjoy.

(On the end of this, the cover lifts away to reveal a three-tiered tray of sandwiches and cupcakes; Applejack regards it with squinting scorn, Pinkie with wonderment.)

Pinkie: Ooh! I brought food too!

(A quick bit of o.s. rummaging yields a picnic basket, whose contents she gleefully empties onto the main deck—a mélange of candies and goodies that include bags of unshelled peanuts. She leans down over the lot.)

Pinkie: Let’s see. I’ve got cotton candy, taffy, circus peanuts, and lots of other super-yummy stuff!

Rarity: (airily) Oh, Pinkie Pie, that all looks positively delectable. (floating a sandwich up) But you simply must try one of these cucumber sandwiches.

(Cut to Pinkie’s side of the spool; a plate and utensils have been set out for her, and the food settles down into its place. She is fully upright again.)

Rarity: (from o.s.) Dig in!

(The pink pony proceeds to run a skeptical eye over the proffered sandwich for some seconds, tilting her head back and forth and voicing a series of thoughtful “hmm”s. Finally Applejack can take no more of this.)

Applejack: Arr! (sweeping the spread overboard) Get those off me ship!

(Both Pinkie and Rarity dart to the rail and watch unhappily as the delectable nibbles splash down and sink into the water, a few forlorn bubbles ascending to break the surface.)

Rarity: (to the o.s. Applejack) Oh, I’m so sorry! I had no idea you had such distaste for cucumbers.

Applejack: (slightly crazed) Yarr-har-har-har! Har-de-har-har-har!

(Wavering dissolve to a close-up of a dumbstruck Spike in the present. Zoom out to frame Twilight thinking carefully.)

Twilight: Hmmm…that doesn’t sound like Applejack. (Spike voices an affirmative grunt and lowers his quill/scroll.)

Rarity: (from o.s.) Well, hold on— (Cut to her.) —because it gets even worse. (She reclines on her couch and continues in a disdainful tone.) Pinkie tried to lighten the mood with some fun maritime games.

(Wavering dissolve to Applejack at the wheel, up on the poop deck. Pinkie’s fish piñata is hoisted up to hang from the boom attached to the bottom edge of one sail, and she straightens up in to view.)

Pinkie: (singsong) It’s piñata o’clock! (Cut to Rarity; she continues o.s., holding out a stick and blindfold.) Want to give it a whack, Rarity?

Rarity: Oh, darling, of course!

(Just as the stick becomes wreathed in her energy, a flash of lightning rips the sky. She wheels to stare out over the bowsprit; cut to her perspective. A wall of gray storm clouds is moving in far too quickly for comfort, the wind picking up for good measure. On the start of the next line, cut to Applejack at the wheel, now wearing a band of white cloth tied across her head to cover her left eye.)

Applejack: Ha-ha-har, ha-har, ha-har! (Zoom in.) I’ll be chartin’ a course to the very heart of that maelstrom!

(A spin of the spokes sends the vessel into a sharp turn, Pinkie and Rarity watching fearfully as the bowsprit swivels to point dead into the storm. Applejack pulls up a map and spreads it on the wheel, anchoring it with a hoof as Rarity steps over to her with a tremulous smile.)

Rarity: Uh… (Clear throat.) …uh, Applejack, just a thought, but maybe we should steer the ship toward calmer waters.

Applejack: This be the only way to Plunder Cove!

(Extreme close-up of the map on the end of this; she jabs a hoof against the wildly fluttering document, and Rarity flicks her uneasy blue eyes toward it and then the flashing lightning. The waters are becoming extremely choppy now, but the apple grower is undeterred.)

Rarity: (trying to pull map away with magic) Perhaps if I take a quick look-see at that map of yours, I could find us a more cruise-friendly— (Applejack slaps it back to herself and blocks Rarity’s reaching hoof.)

Applejack: There’ll be no mutiny aboard me ship! (Pinkie snatches it away.)

Pinkie: Look at me!

(She produces an old-style “bicorn” hat, the sort once worn by naval officers, and plunks it on her head.)

Pinkie: I’m the captain too!

(Her claim to authority is swiftly challenged in the form of the other two verbally challenging her and trying to take the map by force, Applejack using teeth and Rarity her horn. The wheel is left to turn on its own now.)

Rarity: (voice over) Clearly Pinkie Pie had caught Applejack’s sea madness.

(Applejack is first to lose her grip, tumbling across the poop deck an instant before a wave washes over the rail and plows them back. The map is swept away by the surge; Pinkie hits the rail back-first and is momentarily stunned as Applejack straightens up, a crazed smile showing under her exposed eye. The ship is now pointed directly into the path of an oncoming monster wave; she sprints to the wildly spinning wheel and wrestles it under control as Rarity watches in mute shock.)

Applejack: Is that all you’ve got?!?

(She trails off into completely unhinged laughter as the towering crest thunders down on the craft, totally submerging it and washing over the entire screen. The waters drain away to give a close-up of Twilight and Spike in the present, both faces frozen in the farthest extreme of brain-wrecking terror.)

Spike: Then what happened?

(Cut to Rarity, now sitting up on her couch and plying a levitated file against a hoof.)

Rarity: (casually) Oh, the boat sank, obviously.

(She shows just as much visible concern over the bit of dust that she blows off—that is to say, none at all. Princess and dragon look helplessly to each other for any suggestion as to how to process this total disconnect in the narrative, but it does them not a bit of good. Fade to black.)

Act Two

(Opening shot: fade in to the pair.)

Twilight: So…Applejack got some sort of sea madness and caused the boat to capsize? (Spike starts in fear.)

Rarity: (indignantly, floating file away) After all the effort I put in to provide her and Pinkie with the exact luxury cruise they needed to get out of their elements, that is how Applejack thanked me!

Spike: So you were stuck out in the middle of the ocean? How in Equestria did you get back?

(The overly dramatic narrator falls full length on the couch with a sigh, hoof to forehead.)

Rarity: Spike, darling, you’ll have to forgive me. I am far too emotionally drained to discuss the matter any further.

Twilight: (crossing to her with Spike) Rarity, I don’t suppose there’s any chance you might be…uh, exaggerating things just a little?

(During this last, Rarity summons a container of ice cream and a spoon to herself and starts eating. The words prompt her to sit bolt upright, good and sore.)

Rarity: Well! I can assure you that that is exactly what happened! And if you don’t believe me, you can ask Pinkie Pie.

(The name is spoken in a tone that is the audio equivalent of picking up some particularly noxious bit of refuse with two fingers and holding it at arm’s length.)

Rarity: I’m quite certain her story will be the same.

(The view pivots 180 degrees around an imaginary vertical axis through its center, becoming a close-up of this very mare. She has cleaned herself up and is standing in Sugarcube Corner, but looking very much out of sorts.)

Pinkie: So that’s what Rarity said happened on the boat, huh?

(Zoom out slightly. She stands at one of the ovens in the kitchen, and she pulls the door open, slides in a tray of cupcakes or muffins, and kicks it shut. Cut to a nervously grinning Twilight standing by the counter, on which Spike has taken a seat next to a mixing bowl. He is no longer holding the quill and scroll.)

Twilight: We thought there was a chance she might have… (Clear throat; Spike stirs the bowl…) …embellished the story just a tad. (…and pulls out a spreader laden with batter.) So we wanted to hear about what happened from you.

(Before the reptilian tongue can make contact with the implement, her magic removes it from his grip and returns it to the bowl. His face falls at being denied this treat.)

Twilight: Did Applejack really capsize the boat?

(The two secretarial items are telekinetically shoved over to the number-one assistant again.)

Pinkie: (cheerfully) Of course not! Pfft. That’s just silly. There’s no way Applejack could’ve sank the boat.

Twilight: I knew it!

Spike: That’s a relief. (Pinkie zips over into Twilight’s face, full of rancor.)

Pinkie: Because Rarity did! (She walks past them.)

Twilight, Spike: What?

(The baker has reached a cabinet, and she turns back to them with assorted useful items now lodged in her mane.)

Pinkie: It all started on the docks.

(One vigorous shake sends them flying across the kitchen; Spike has to do a very hasty backwards slide in order to make room for everything to land in one neat line. She pops up behind the counter, her fit of pique having ended as quickly as it began.)

Pinkie: I knew Rarity and Applejack wanted to get out of their element, so I figured I’d throw them the funnest, silliest boat party ever. (sourly) But I guess Rarity had other ideas.

(Wavering dissolve to the docked ship, as seen at the start of Rarity’s account, except the positions of the principals have changed. Now Applejack stands near the stern, wearing the red knit cap and having switched the pea coat and turtleneck for a life jacket, and Pinkie walks toward the ship with the same full load of gear. Zoom in slowly, then cut to a close-up of the pink pony during the next line, showing her to be wearing the same safety gear.)

Pinkie: (voice over) I thought I over-packed, until I saw Rarity and her team of porter ponies!

(She reaches Applejack on the end of this. The farmer is studying the same map as before, but there is no longer anything unusual about her appearance. Rarity’s legs step into view in the fore, stopping both of them cold; her front half is decked out in a sparkly purple jacket with gold bands/buttons at the sleeve cuffs and a white shirt visible beneath. A head-on view of her frames the outfit fully: gold shoulder epaulets and breast pocket trim on the jacket, white dress shirt with blue bow tie and gem studs, white peaked cap of the sort worn by naval officers, lightly tinted sunglasses, mane tied back in a ponytail. Behind her is not one happy sailor stallion toting a single bag, but an entire squadron of them in striped sweaters and caps—all hauling gear, none looking too thrilled about the assignment.)

Rarity: Prepare yourselves for a luxury cruise! A day of opulence, decadence, and extravagance!

Pinkie: (sardonically) That sounds fun.

Applejack: (smiling, saluting) Ahoy, mateys! Batten down the hatches, y’all, ’cause this here’s gonna be a boat ride of adventure!

Pinkie: (smiling) Eh, I can live with that.

(Applejack’s words demonstrate that she is back to her usual manner of speaking in this recollection. Rarity grins from ear to ear and boards, followed by her numerous porters. The other two mares’ enthusiasm gradually fades as the procession goes on and on and on.)

Pinkie: Huh. They just keep coming.

(Wavering dissolve to a long shot of the ship on open water, zooming in slowly. As before, Applejack is up front, Pinkie at the bowsprit, Rarity on the poop deck. The only difference is that Pinkie is hunkered down, as if fishing something out of the bags she is no longer wearing.)

Pinkie: (voice over) Now you can’t throw a silly boat party without snacks.

(Close-up of the rope spool that served as a table the first time; she sets down a platter loaded with all the goodies she dumped onto the main deck back then.)

Pinkie: (voice over) So I made sure to pack the funnest party food I could find.

(Rarity descends the steps as Applejack looks over the spread and Pinkie sets one last giant lollipop in place. The unicorn regards them with narrowed, disapproving eyes.)

Pinkie: Rarity, would you care for some cotton candy? (holding two cones of it out to her) It’s freshly spun.

Rarity: (laughing haughtily) Oh, Pinkie Pie, those all look simply… (pulling shades down to peer over them) …well, simple. (Back up to her eyes.) But they’re obviously unfit for a luxury cruise.

(Just as before, her aura brings over the serving dish with its tall cover. Pinkie’s offering is shifted off the spool to make room for it, and the cover is pulled off to reveal the higher-class treats. She brings a sandwich over to herself.)

Rarity: Now my cucumber sandwiches, on the other hoof—try one. (sending it back to Applejack/Pinkie) Then you’ll understand.

(She puts on a supremely self-assured little grin; cut to Pinkie. The whole thing jams itself into her mouth, and it takes a moment or two for her to chew it down.)

Applejack: (from o.s.) Ooh! (Cut to her, pointing at the top-tier cupcakes as Rarity glances her way.) Are those chocolate chip?

(She is very surprised indeed to see the overdressed mare suddenly float the entire tray off the spool and heave it overboard. Both earth ponies hustle to the rail and see the snacks sink away amid a sad, scarce froth of bubbles as before.)

Rarity: (from o.s.) Sorry. (Cut to her.) Cucumber sandwiches are so ten seconds ago.

(A wavering dissolve begins…)

Twilight: (voice over) Wait, wait, wait.

(…and ends on her, Pinkie, and Spike in the present. The little guy has put away the quill and scroll and procured a bag of popcorn, which he eats with gusto.)

Twilight: That doesn’t sound like Rarity.

Pinkie: Just wait until you hear how much more unlike her she sounds! (smiling, propping one knee on the counter) I thought I’d lighten the mood with some super-fun party boat games. (bitterly, both knees on counter, chin on hooves) But Rarity was a real wet blanket.

(Wavering dissolve to the poop deck as the fish piñata is hoisted up onto the boom. Pinkie quickly straightens up into view; behind her, Applejack is at the wheel.)

Pinkie: It’s piñata time! Ooh!

(Cut to Rarity, who is busy in brushing down her jacket as the stick and blindfold are held out to her.)

Pinkie: (from o.s.) Want to give it a whack, Rarity?

(The invitation elicits a burst of loud, slightly mocking laughter that gradually trails off as the items are withdrawn.)

Rarity: Oh. You were serious. (smiling) Well, that’s adorable.

(And she proceeds to trot past the dismayed mare, only for Applejack to take her place.)

Applejack: I’ll give it a go! (Pinkie brightens again.)

Pinkie: That’s the spirit! Let’s get this boat party started!

(The cloth is quickly tied over Applejack’s eyes and she takes the stick in hoof. One good hard spin later, she is veering and wobbling about the main deck, laughing woozily with every step.)

Applejack: Whoa, doggie!

(Here comes the lightning, which scares her back to full equilibrium; she nudges the blindfold off just in time to see the bowsprit angling itself toward the most unfriendly cloud bank. As the wind churns the waters, she dives for the wheel and seizes the spokes to halt its uncontrolled spin. A wave swamps the vessel, pulling all of Pinkie’s game supplies overboard when it recedes; cut to her, staring sadly after them only to be interrupted by cries and grunts from the o.s. Applejack and Rarity. They are fighting over the map, trying to wrest it away with teeth and magic.)

Pinkie: Tug of war? (Happy gasp.) Now we’re talking! (She claps hooves onto the page and starts pulling mightily.) Whoever wins gets to be captain!

(This goes on for several seconds until the unattended wheel starts to spin wildly again; Pinkie is first to notice, her levity going bye-bye.)

Pinkie: Or…one of us could just be captain now?         

(Rarity releases her hold, leaving both Applejack and Pinkie to careen into the rail and hit it with their backs as the map blows away on the wind. Instead of taking the wheel, though, she advances serenely to the prow.)

Rarity: Oh, don’t worry, dear. (A huge wave bears down on the ship.) Luxury cruises never sink. (Pinkie gets up.)

Pinkie: What?!?

(Her fellow earth pony is right behind her to fight the jittering wheel, but it is too late. Just as before, a colossal wave breaks over the vessel, submerging it and filling the screen with froth. And, just as before, the water drains away to return the scene to the present time. Pinkie is stirring the bowl of batter from which Spike tried to swipe a taste; he has set his popcorn on the floor and has been industriously taking notes.)

Pinkie: And that’s why the boat sinking was all Rarity’s fault.

Twilight: That seems…odd. (Pinkie gives her a hairy eyeball.) I mean, we trust you, of course. But it’s all so…extraordinary?

(She gets an irate face leaned over the counter into her own.)

Pinkie: Oh, it’s extraordinary, all right. But that’s exactly what happened! In fact, the only thing I might have gotten wrong was that there was even more porter ponies! (smiling) But just to be safe, you should talk to Applejack. She’ll know exactly how many porter ponies there were.

(Twilight takes a second to mull this over.)

Spike: Okay. But if the boat sank, how did you all get rescued?

Pinkie: Ah, that’s easy. We just…

(She gets no further before clouds of thick gray smoke begin to drift into view overhead. A quick sniff at the air leads into a panic-stricken gasp, the camera zooming in quickly to an extreme close-up.)

Pinkie: MY MUFFINS!! (She dashes away; Spike hops down from the counter, fed up.)

Spike: That’s it! (to Twilight, rolling up scroll) We’ve gotta go talk to Applejack. (The smoke slowly clears.)

Twilight: Good idea. She’ll straighten this out. (She starts for the door.)

Spike: I just really, really want to know how they made it back. (following her) But, yeah. That’d be great too.

(Wipe to an extreme close-up of one tree within the Sweet Apple Acres orchards. Applejack rears up into view and bucks it, releasing a shower of apples, then straightens up to address herself o.s. Like Pinkie in Sugarcube Corner, she has had a chance to wash up from the disastrous outing, but is quite cross.)

Applejack: Hold on a tick!

(Longer shot: she is addressing Twilight and Spike, the latter not carrying the quill and scroll.)

Applejack: Pinkie Pie says it’s Rarity’s fault, and Rarity says I sank the boat? Well, that’s plumb crazy! If you two really want to know what happened, I’ll tell you. Y’all know how Pinkie Pie and Rarity wanted to get out of their element?

(Cut to the two visitors; once more Twilight’s magic sticks Spike with the writing tools, which he accepts with visible resentment.)

Applejack: (from o.s.) Well, I brought a treasure map to give ’em a rip-roarin’ seafarin’ adventure.

(For the third time, the view undergoes a wavering dissolve to the docked ship and zooms in slowly. Applejack stands by the stern, wearing a life jacket and her usual brown hat, as Rarity approaches with a second pony trailing close behind. The unicorn has donned a different outfit from her captain’s getup now.)

Applejack: (voice over) But they had other ideas.

(Close-up. Rarity wears a pinstriped white traveling suit with a long skirt that covers her entire rear half except for the tail. Dark magenta trim at lapels, belt, and sleeve cuffs; the same color for her wide-brimmed hat decorated with an enormous white/pink-striped bow; white blouse with a black ribbon tie held by a blue gem clip; mane gathered into a loose bun; pale pink gloves on her front hooves; small blue gem earrings. The other pony is the sailor stallion from her own account of events, but carrying her gear in saddlebags and a box on his back this time. She sings a couple of notes to announce herself.)

Rarity: Prepare yourselves for the most luxurious boat outing that ever outed a boat!

(She reaches Applejack on the end of this, the camera now close enough to show the pick and shovel that the workhorse has slung across her back. Pinkie steps into view in the fore, already wearing her own life jacket; both turn toward her, and the camera cuts to a close-up of her hooves and tilts up. Here are the saddlebags stuffed with the fish piñata and other items, but the tottering tower of other recreational equipment on her back would easily fill them three times over. The stick she had previously offered to hit the piñata protrudes from her mane.)

Pinkie: And more fun than you can shake a stick at! (Big squeaky grin; she yanks it loose.) Because I brought a stick! (Cut to Applejack.)

Applejack: All right, mateys! But just y’all wait ’til you see the high-seas adventure I’ve got planned.

(A dip of the head toward her life jacket, and she comes up with the map in her teeth and lets it unroll. The grating sound of something very heavy being pushed along combines with the sound of Pinkie’s hopping to make her glance toward the prow. The stallion is bulldozing a very large chest up the gangplank for Rarity, who stands at the bowsprit as Pinkie hops merrily near the rail, no longer holding the stick or carrying any of her other freight. Applejack rolls up the map, stows it, and trots to join them. Dissolve to a long shot of the boat on the move and zoom in slowly; she paces near the prow, Pinkie hunches down to peer at something on the main deck, and Rarity descends from the poop deck. In close-up, the blond mare brings out a spyglass and extends it to full length ,having stowed her digging tools.)

Applejack: (voice over) Unfortunately—

(Her perspective, raising the glass to one eye to focus on an outcropping of rock and then panning to a distant island and a shipwreck in turn.)

Applejack: (voice over) —they seemed less interested in a treasure-huntin’ adventure— (Back to her as she continues; she lowers the glass.) —and more interested in snacks.

(She turns to look behind herself, her face falling; zoom out to frame Pinkie setting her load of goodies on the rope spool. Game equipment is now scattered all over the main deck. The lot is held out for the approaching Rarity, who eyes it with unease and then mild contempt.)

Rarity: Oh, darling— (pushing it away) —that food isn’t fit for a pony of proper breeding, darling, and refinement, darling. (floating her own tall covered serving dish over) Now my cucumber sandwiches, on the other hoof…

(The dish is set down and the cover pulled off. Applejack has stowed her spyglass now.)

Pinkie: Betcha I can fit them all in my mouth! (opening mouth very wide) Ahhhh…

 

(So wide, in fact, Applejack cringes mightily at the sight or the thought that she might actually pull it off. Any gustatory stupidity is averted when the magic field floats the whole tray safely out of reach.)

Rarity: Pinkie, darling, please!

(The poised teeth clack together a few times as Applejack cuts her a wide berth. One hoof comes down on a volleyball, sending her into a yelling roll across the main deck as she tries desperately to keep her balance on it. Gravity wins out, though, and sends her tumbling into Rarity; the tray of refined eats hurtles over the rail and into the drink, sending up the all-too-familiar spray of sad bubbles as all three watch. Rarity aims a murderous glare at Applejack and growls softly in the back of her throat.)

Applejack: Oh, uh, Rarity, I—

Rarity: Well, I never! Hum-phuh! (She strides away; Pinkie darts in to replace her.)

Pinkie: Me neither! Hum-phuh!

(Away she goes. Wavering dissolve back to the present.)

Twilight: (dryly, to Spike) Do you want to say it or should I?

Spike: I’ll go. (to Applejack) That sure doesn’t sound like Rarity or Pinkie Pie.
Applejack: Oh, it gets a sight worse than that.

(Wavering dissolve to the fish piñata being hoisted onto the boom; Applejack is at the wheel, and Pinkie stands up into view in the fore.)

Pinkie: It’s PWT—Piñata Whacking Time!

(The stick and blindfold are held out to Rarity, who recoils as if she has just been offered a big frothy mug of toxic waste.)

Rarity: Oh, darling, whacking is a base pastime for common ponies. (pushing them away) Doesn’t interest me in the least.

(She paces along the main deck, full of pride in herself and not noticing the very weird look that Pinkie aims after her. The pink pony shifts to a nonchalant grunt and shrug, then instantly brightens up. As Applejack continues to steer the vessel, Pinkie peeks out behind her from each side in turn, voicing a giggle before ducking back out of sight.)

Applejack: (looking around herself) Huh?

(Before she can react further, the blindfold is swiftly tied into place over her eyes and she is spun around, the stick ending up in her grasp. Applejack moans and stumbles her way toward one mast, but a lightning strike from the approaching storm puts the sense back into her. Setting the stick down and pushing the cloth off, she grimaces at the rough weather that is rapidly closing in and scrambles back to the wheel.)

Applejack: Looks like we need to change course!

(The map is whipped out for a quick look, but Rarity’s magic whisks it away so she can run an eye over it instead.)

Rarity: Ooh! Why, this will make a perfect tablecloth for my cheese board!

Applejack: (taking it back) Maybe so, but it’s also the only way to find Thunder Cove!

(A slightly different name from the one she used in Rarity’s description of events—“Plunder Cove.” Now Pinkie reaches into view and latches onto the document with a giggle; cut to her, now wearing a peaked cap and laughing over the tussle.)

Applejack: (voice over) And Pinkie Pie was just about as helpful as a weasel in a henhouse. (All three struggle over the map now.)

Pinkie: Captain Pinkie Pie, reporting for map duty!

(A wave breaks over the rail, soaking Applejack and causing her to let go. She looks up through her sodden mane to see the wheel twirling in a blur of spokes—and the gargantuan crest building up dead ahead. A moment later she is fighting the wheel to reassert a semblance of control, but the howling winds rip her hat away. Pinkie just watches, her tongue hanging out between her vapidly smiling lips and flapping like a sail in its own right.)

Applejack: Hold on, everypony!

(The ship makes its final, doomed ascent up the wave and is lost under a screenful of thundering water. This drains away to give a view of Twilight and Spike in the present, the Princess bending to look closely over Spike’s shoulder at the abundance of notes he has taken. The sky above them has advanced to late afternoon, hinting further at the length of Applejack’s account.)

Twilight: Wait. So it was Rarity and Pinkie’s fault?

Applejack: Yep. (She flips a tub of apples onto her back using her head.) And maybe if they ever apologize, I’ll consider talkin’ to them again.

(Exit one ticked-off earth pony.)

Spike: If they all blame each other, I don’t know how we’re gonna get them to talk again.

Twilight: Neither do I, Spike. Neither do I.

(Fade to black.)

Act Three

(Opening shot: fade in to an overhead shot of the throne room in the Castle and zoom in slowly. Twilight paces the floor at the back as Spike lounges on Pinkie’s throne. The scroll he has been using to take notes in all three interview sessions has unrolled to stretch quite a few feet across the central map table, which is bare.)

Twilight: There’s gotta be some way to fix this! (Close-up.) If Applejack, Pinkie Pie, and Rarity keep not talking to each other, they could forget what good friends they really are!

(Cut to Spike, who starts to flip through the folds of parchment. This shot reveals that he has had to tape several scrolls together, end to end, in order to accommodate the day’s observations.)

Spike: I just don’t get it. All of their stories are so different. (He sets it down and plops his chin on the table with a sigh.) We’re never gonna figure out what really happened.

(The mega-scroll is pulled away in a burst of magic so Twilight can do her own reading.)

Twilight: Their stories were different— (Spike crosses to her.) —but they also had a lot in common.

Spike: (not entirely convinced) I guess. They were all on a ship that sank and…that’s about it. (She rolls up the whole thing and grins.)

Twilight: Not quite.

(It is propelled away and promptly replaced by a blackboard, whose chalk floats up under her power and begins to draw: a sandwich, a cluster of bubbles, an ocean wave. Zoom out slightly from this last to show her deep in thought. A brainstorm strikes, bringing a big smile to her face.)

Twilight: Aha! Not only do I think I know how the boat sank, I have a pretty good idea how to get Rarity, Applejack, and Pinkie Pie back together!

(The smile becomes a grin, but Spike is totally lost in trying to follow her chain of reasoning. Just as in the shift from the end of Rarity’s interview to the start of Pinkie’s, the scene spins 180 degrees around a vertical center axis to shift the action to the dock. Twilight and Spike stand out here next to a sailboat; zoom in slowly and cut to a close-up of them.)

Spike: (uneasily) I hope this plan of yours works.

(There comes the clatter of racing hooves on the dock planks; cut to Applejack galloping out to them.)

Applejack: Winona brought me your note about a friendship emergency! (Rarity gallops in behind her.) H-How can I help?

(The unicorn slides to a stop next to her, drawing an extremely vexed sidewise glare as she catches her breath.)

Rarity: Opalescence delivered your message, Twilight! What’s the emergency?

(Here comes Pinkie, popping up in the middle and pushing them aside to make room for herself.)

Pinkie: It’s a good thing it was time for Gummy’s bath— (They give her dirty looks.) —or I might not have seen your note about the emergency, Twilight!

(Only now does each fully take in the presence of the other two, the six eyes broadcasting undiluted enmity in every direction.)

Applejack, Pinkie, Rarity: (pointing at each other) What’s she doing here?

Twilight: Sorry, but I just didn’t know else to get the three of you here together. And there really is a friendship emergency—yours.

Applejack: (rolling eyes) Oh, there’s no emergency. I’m just waitin’ for an apology.

Rarity: (affronted) An apology?

Pinkie: What?!? (to Applejack, pointing at Rarity) Why would you want me to apologize when it was Rarity’s fault?

Rarity: (pushing the hoof down) What are you talking about? (She jabs at the nose of…) Applejack clearly caused the boat to sink! She stranded us in the middle of the ocean!

(Spike, who has had to put up with both hearing these conflicting stories and writing them up, finally snaps and lets go with a yell of supreme frustration.)

Spike: Will somepony please tell me how you made it back?!?

(The three squabbling ponies are stunned into silence, flicking their eyes back and forth among themselves with a real measure of unwillingness to say any more. Wavering dissolve to the shredded sails and off-kilter masts of the ship sinking into the now-calm ocean under a clear blue sky. Applejack is first to break the surface, gasping for air, and is quickly followed by Rarity doing the same; last is Pinkie’s tail, followed by a few bubbles and her head. All three are now wearing life jackets; under hers, Rarity has switched her traveling suit for the dark red trenchcoat she wore in the prologue. All three are filthy with dirt and seaweed, and Applejack fishes up her bedraggled hat and puts it on. They then stand up their full height, finding the water level below their knees/hocks, and stare in total bewilderment as the camera zooms out to establish their exact location—in the shallows only a few feet from the docks.)

(Wavering dissolve back the contrite trio in the present.)

Rarity: Well, maybe it wasn’t the middle of the ocean.

(Having had his burning question answered in such an anticlimactic way, Spike slaps a hand to his face and pulls it down with a groan. Applejack zeroes in on Twilight with a critical eye.)

Applejack: Even so, I don’t appreciate being hornswoggled into comin’ back here. (She walks off.)

Rarity: On that, at least, we agree. (Ditto.)

Pinkie: Yeah! (Ditto; close-up of Twilight.)

Twilight: I know you each have a different perspective on how the boat capsized and blame each other. (Zoom out slightly; she smiles and indicates the boat behind her.) But if you come on the boat with me, I’ll show you what really happened.

(The three not-friends stop their exit and turn hard eyes back toward her, thinking the offer over very carefully.)

Rarity: Well, not that I have any doubts— (starting toward boat) —but it will feel good for everypony to see exactly whose fault it was. (Applejack follows suit.)

Applejack: I think we all know which pony’s about to be proven right. (Pinkie looks around herself.)

Pinkie: We sure do.

(She goes after them. Back to Twilight and Spike, the Princess using magic to untie the mooring rope. Behind them, Applejack is already aboard, wearing a life jacket, and facing stonily toward the stern with eyes closed.)

Spike: Like I said, I sure hope this works.

(They prepare to board as the camera zooms out slowly. Rarity stands at the bow, looking straight out over the water, and Pinkie is starboard with her back to the dock. Dissolve to an overhead shot of the boat on open water, with Twilight standing at the bow, Spike nearby, and the other three seated facing astern and resolutely refusing to meet each other’s eyes. All five have donned life jackets.)

Spike: (laughing nervously, then addressing Twilight tensely) Whatever you’re looking for, I hope you find it soon.

Twilight: (smiling) Don’t worry, Spike. I’ve got it all under control.

(She turns her attention to the three passengers.)

Twilight: While all of your stories seemed very different, they all had something in common—cucumber sandwiches.

(They start in surprise; now Spike opens a cooler and retrieves a paper-wrapped package, which Twilight levitates out of his hands and opens. Inside is a sandwich, which remains aloft as the paper drops into the boat.)

Applejack: What in the hay does that have to do with anything?

(The food goes flying over the side, and all five gather to watch.)

Rarity: And why would you waste a perfectly good hors d’oeuvre?

Twilight: You also mentioned the bubbling water.

(Sure enough, a few bubbles float up from the depths as the sandwich sinks into them. Twilight’s next spell lifts the entire boat from the water, far enough so that it clears a sudden wave that rumbles past.)

Twilight: And the swell. (She sets it down again.) Cucumber just happens to be the favorite food of the tri-horned bunyip. And bubbles, followed by a swell, is what happens when they swim up to the shallows from deep water.

(Puzzled/suspicious glances among the three feuding friends.)

Applejack: So…we attracted a tri-horned whatchamacallit? (Something very large and dark starts to rise behind them, growling very softly.)

Rarity: With cucumber sandwiches?

Pinkie: Sounds like a stretch.

(Enough of the aforementioned something has now emerged to give views of a bulbous head on the end of a long, snaky neck, with a line of three horns on a doglike snout. A cut to just behind the head, looking down at the boat, picks out the dark magenta hide and the thick, stubby canine teeth protruding from the upper jaw. Twilight, facing astern, waves happily up at the beast; Spike can see it as well, but the other three still have their backs to it.)

Twilight: Hello, bunyip, sir!

(The heads turn; the eyes pop; the jaws drop open—and the tri-horned bunyip waves a forelimb in greeting with a cheery growl. Floppy pink ears hang down from the sides of the head, the eyes are bright green, two rows of orange spines run along the back, and the stump of a tail protrudes from the rear end. It does a quick roll, exposing an underbelly slightly darker than the spines, and comes up.)

Rarity: (tentatively) So that’s a—

Twilight: A tri-horned bunyip! (indicating it) Who’s very sorry he accidentally knocked over your boat. Right? (It nods and grunts agreement.)

Pinkie: Wait. The storm had nothing to do with the capsizing?

Twilight: Nope. (Cut to Rarity.)

Rarity: All right. Even if our friend the bunyip is responsible for sinking the boat, that still doesn’t excuse a certain pony’s behavior. (Applejack finds herself on the receiving end of this barb.)

Applejack: Me?!? How ’bout you and Pinkie Pie?

Pinkie: Pfft! What! Who? Me? (Scoff.)

Twilight: (from o.s.) I think I can explain that too. (Overhead shot of all five.) Each one of you spent so much time trying to come up with the perfect way to get the others out of their element, that you didn’t notice your friends were doing the same thing. (Close-up: Applejack has a flash of insight.)

Applejack: Wait a minute. (to Pinkie) You brought all those games and things…for us?

Pinkie: Of course! I figured the boat trip was the perfect time to do things that were silly and fun. (Grin.)

Rarity: And I was just trying to give the two of you the elegant cruise I thought you deserved.

Applejack: And I just wanted to give you two a high-seas adventure, since that’d be somethin’ new and different for y’all.

Applejack, Pinkie, Rarity: Ohhhh! (Each smiles now.)

Rarity: (warmly) That is so sweet. You must have gone through so much trouble.

Applejack: Well, not half as much trouble as you did makin’ all that fancy food— (to Pinkie) —a-and bringin’ all those games. (Cut to Twilight and Spike on the start of the next line.)

Twilight: I guess this just teaches us that even longtime friends need to work at communication. (Spike nods.)

Pinkie: Well, there’s something I’d like to communicate to you all right now. (beckoning; the other mares gather in) You girls are the best friends a pony could ever have!

Rarity: Oh, let’s never fight again! (Group hug.)

Applejack, Pinkie: Agreed!/You got it!

(Spike clambers across to join in, and the camera zooms out to show that the bunyip has craned its neck down to give a warm-hearted grunt of its own.)

Applejack: All right, you big softie. Bring it in!

(So it does, by hoisting the boat and nuzzling the hull in the group’s general vicinity. Dissolve to a close-up of the boom as Pinkie’s fish piñata is raised, then cut to a longer shot. The bunyip has been blindfolded and the stick placed in its jaws for a swing, and Pinkie stands ready at the stern; the boat is back in the water now.)

Pinkie: Come on, bunyip, sir! You got it!

(Pan ahead to the bow. As Twilight, Rarity, and Spike watch, Applejack hauls on a set of lines in her mouth and drags up a fishing net that contains a wooden chest bound in rusty iron. Rarity’s magic flips the lid open to expose the gold and silver coins that fill it to the brim, along with a few loose gems, a pearl necklace, and two jeweled goblets. She floats up this last pair of items between herself and Applejack and manipulates a spoon, whipped cream cans, and cherries to turn out ice cream sundaes, one of which she offers to the farmer with a grin. Cut to Twilight and Spike, the latter none too pleased at having suddenly been pressed into note-taking duty one more time.)

Twilight: One thing’s for sure, Spike. There’s nothing like a luxurious adventure boat party to get you out of your element.

(She catches him off guard by stripping the quill/scroll away and replacing them with a third sundae in its own goblet, bringing the little guy around to a smile. Cut to a long shot of the boat, silhouetted against the afternoon sun, and zoom out slowly as the bunyip keeps swinging at the piñata.)

Spike: You said it!

(Fade to black.)


WHERE THE APPLE LIES

Story by Meghan McCarthy, Dave Rapp

Written by Dave Rapp

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Note:                   This transcript presents the episode as it originally aired in the United States. On

                            the home video releases (Netflix and Season 6 DVD), all mentions of “cider”

have been changed to “juice” or “juicing.”

Prologue

(Opening shot: fade in to the yard outside the main barn at Sweet Apple Acres during the day. Filthy Rich stands in the back of a parked wagon as Applejack waits alongside. It is loaded with crates, and Big Macintosh brings another one out from the barn on his head. In close-up, he nudges it into place among the others—all bearing an apple-marked label.)

Applejack: (to Filthy) Well, that’s the last of it, Filthy Rich. 

Filthy: (chuckling) Just Rich, please. And on behalf of Rich’s Barnyard Bargains— (winking) —thanks for another season’s shipment of Zap Apple jam.

Applejack: Our pleasure. See you next time.

(He and the siblings wave goodbye to each other as the stallion harnessed to the wagon pulls it away. Cut to just inside the barn as Applejack and Macintosh walk in, to the sound of something being slid across the floor o.s.)

Applejack: Uh, Apple Bloom, did you pack up the cider into the same crates as the Zap Apple jam?

(Cut to just behind her, staring at a pyramid of crates that all have the same marking as the ones Filthy just picked up. They are stacked against the far wall, and Apple Bloom sits proudly on her haunches atop one of them.)

Bloom: Sure did! Now that I’m gettin’ older, I want to prove I can handle more responsibility on the farm.

Applejack: (crossing to her) But the crates aren’t marked. (Bloom’s eyes pop.) You kept track of what went into which crate, right?

Bloom: Oh! Um… (stammering a bit) …yep! I totally kept track of everything. (Big grin.)

Applejack: Good. Because we wouldn’t want Filthy Rich to get a shipment of cider when he’s supposed to get Zap Apple jam. You know how Granny feels about sellin’ cider anywhere but on the farm. (skeptically, pointing toward Bloom) Are you sure he got the right crates?

(The filly scoffs a bit and pushes the orange-tan hoof out of her face.)

Bloom: Sure I’m sure!

(Hopping down from her perch, she starts to back Applejack up toward Macintosh and the small pile of crates next to him.)

Bloom: Now why don’t you and Big Mac head on out to the house and let me finish up here?

(One of Applejack’s rear hooves makes contact with a crate, setting off a rattle of glass on glass that gives her pause. She turns toward it; extreme close-up of one top corner as she pulls the lid away. Inside, the metal lids of jars are lined up row on row, and enough of the colorful contents are visible to mark this as a load of Zap Apple jam.)

Applejack: (from o.s.) If you gave Rich the Zap Apple jam…

(She fishes in the box; cut to all three as she lifts one container out and Bloom wilts badly.)

Applejack: …then what’s this here?  

Bloom: Um… (smiling weakly) …extra?

Macintosh: Nn-nope!

(The youngest Apple chews her lower lip and lets her head droop, having been bowled out. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a close-up of a put-out Macintosh loading up Filthy’s wagon again. The tycoon is still riding in the back and looking quite ill at ease.)

Filthy: Granny knows I-I wasn’t tryin’ to make off with a shipment of cider, right? (Longer shot; he is addressing Applejack and Macintosh.) Because I would never do that.

Applejack: Don’t worry. We know exactly whose fault it was.

(Again the two sides wave goodbye as the wagon pulls out. Inside the barn, Bloom glumly shoves a crate over to the pile she had shown off in the prologue, and her cross older sister steps over to her.)

Applejack: Now why in tarnation would you lie to me, Apple Bloom?

Bloom: I was kinda hopin’ I could fix it before anypony found out.

Applejack: Tellin’ lies won’t fix anythin’! (Macintosh enters, crate on head.) Trust me. I know.

(This one is set down with a different rattle from the one Applejack bumped in the prologue—the cider being returned to its storage spot.)

 

Bloom: What could you possibly know ’bout it? You’ve never told a lie in your whole life!

(Macintosh breaks into a hearty, bass-tinged laugh and is soon joined by the cackling of the o.s. Granny Smith. All three faces turn toward the door, the camera panning quickly to the old green mare standing here. As she wipes a tear from her eye, it zooms out to frame the other Apples crossing to her. Applejack is the most annoyed by this turn of events.)

Bloom: What’s so funny?

Granny: (still chuckling) Oh, sugar cube, your big sister lied so much when she was a filly, the whole family ended up in the hospital.

Bloom: (jumping up, shocked) What? 

Macintosh: (chuckling) Ee-yup!

(Applejack slaps a hoof to her face with a resigned sigh.)

Applejack: You might as well tell her the whole story. Might even do her some good.

(In a display that would draw the approval of Pinkie Pie, Granny stretches her forelegs like rubber bands to reach o.s. and whips a rocking chair back into view. A blink later, she is comfortably seated and easing herself back and forth.)

Granny: When Applejack and Big Mac were just a wee bit older than you are now, they both kept a-squabblin’ over who would run the farm better.

(A wavering dissolve frames the same view of the open barn door, seen from inside during the day, but the tableau is replaced by Applejack and Macintosh in their youth, seen in profile. Both have their cutie marks, indicating that this flashback is set sometime after the trip to Manehattan that she described in “The Cutie Mark Chronicles.” Applejack is not wearing her hat, but Macintosh has his hitching collar; his mane/tail are shorter than the present day, and the former sticks up in tufts. Their contentious glares tell of a disagreement even before Applejack speaks. The bridge of her nose is speckled with birdcatcher spots as it was during her trip, and her overall build is noticeably more slender than in the present day.)

*** Until further notice, all characters appear as their past selves. ***

Applejack: All I’m sayin’ is that you may have plenty of brawn—

(Close-up, showing her mane to be divided into two loose pigtails tied off to hang behind her ears.)

Applejack: —but I’m the one with the ideas on how to run things better around here!

(Big brother voices an indulgent chuckle—and then goes on to speak at length. His cadence in this time is considerably faster than the slow, laconic one he employs in the present.)

Macintosh: Applejack, Applejack, Applejack. Ideas are all well and good, but you can’t plow a field with them. I don’t know how many times I’ve told you that.

Applejack: Too many.

(Each stomps a hoof to punctuate the end of his/her words.)

Granny: (walking into view) You two horned toads better stop jabberin’ and get to workin’! (to herself) Yeah, they’d better. (to them) I need you to go to town. The apple blight’s been awful, and if we don’t get more spray, cider season’ll be shorter than a dwarf crabapple tree!

(Except for her mane/tail being in slightly better order and a few lines gone from her face, the matriarch’s appearance is virtually unchanged from the present day. Applejack and Macintosh growl softly at each other at having been thrown together on this task. Wipe to a profile close of the scarlet colt walking through Ponyville, hoof to chin in thought.)

Macintosh: It’s like I was just tellin’ Cousin Braeburn last week. Now there’s a pony who knows how to put his back into a problem.

(On the end of this, zoom out and pan ahead slightly to put a hacked-off Applejack in view, leading the way. She snarls through clenched teeth, but suddenly registers surprise.)

Applejack: Oh! (Both stop; she smiles.) Hey there, Filthy Rich!

(The magnate strolls up; in this period, he wears a red bow tie instead of a necktie, and his suit jacket lapels and shirt collar are gone. Next to him is a chronically stuck-up, disdainful earth pony mare whose coloration instantly pegs her as Spoiled Rich, Diamond Tiara’s mother as seen in “Crusaders of the Lost Mark.” However, she does not wear the blouse and necklace she sported during that episode; in addition, her mane is tied back in a high ponytail, and her double chin has not yet begun to come in.)

Filthy: (chuckling) Just Rich, please. And I’d like you to meet my fiancée, Spoiled Milk. (She turns her nose up; he addresses her.) Honey, this is Applejack and Big Mac, the two hardest-workin’ ponies at Sweet Apple Acres.

(So they are not yet married, and Milk is her maiden name. Cut to said ponies as he finishes; Applejack smiles and Macintosh grins proudly.)

Spoiled: You work on a farm? (slightly revolted) How quaint.

Filthy: (chuckling, putting a foreleg across her shoulders) Now, dear, be nice. Sweet Apple Acres makes Zap Apple jam. It’s one of Dad’s best sellers. (She pivots to push her nose against his and points.)

Spoiled: You mean one of your best sellers. (crossing to Applejack/Macintosh) My amazing husband-to-be is running the Rich family business now. Did you know that? Well, now you do.

Filthy: (chuckling, joining her, foreleg across shoulders) Don’t mind Spoiled Milk. She’s just proud of me. But she’s right. I’m in charge of the store now, and I’m just burstin’ with ideas I want to try.

Applejack: Like what?

Filthy: Well, how ’bout this? Cider season’s around the corner. Why not let me sell it for you? (Close-up of Applejack.)

Applejack: That is an interesting idea!

Macintosh: (from o.s.) Well— (Zoom out to frame him.) —maybe it’s interestin’ and maybe it ain’t. But it’s definitely not a new idea. Granny Smith told us your grandpa Stinkin’ Rich used to ask her every year if he could sell our cider in your store, and Granny told him every year about the tradition of everypony in Ponyville linin’ up out at Sweet Apple Acres.

(Throughout all of this monologuing, Applejack just stands there and glowers silently at him.)

Filthy: So start a new tradition! Someday one of y’all’ll take over the farm, just like I’ve taken over the store. (He leans close to Applejack and lowers his voice.) I’m guessin’ it’ll be the one with the best ideas.

(One calculating blue eye flips her a wink, but Macintosh is first to muster a response.)

Macintosh: (chuckling a bit; Filthy backs off) Well, now, as I’ve said many a time before, ideas are all well and good, but you can’t plow a field— (Applejack loses her cool.)

Applejack: You know what? How ’bout we give you three barrels of cider early— (extending a hoof) —and if it sells well, we’ll make a deal for the rest.

Filthy: (laughing, shaking it) Hey, now, perfect! (walking off with Spoiled) Come on, honey. I’ve gotta get everything ready.

Applejack: (to Macintosh) Hoo-wee! I tell you, if the future means me runnin’ Sweet Apple Acres and you bein’ quiet, I can’t wait.

(The loquacious red colt meets her eager grin with a glare of clearest disapproval. Dissolve to the interior of the barn as they enter, carrying spray canisters on their backs.)

Macintosh: I just can’t believe you’d make a deal with Filthy Rich— (They stop, dumping the loads.) —without even talkin’ to Granny!

Applejack: (dismissively) Ah, Granny will love the idea. And then she’ll decide that I’m the one who should take over the farm. You’ll see.

Granny: (from o.s.) See what?

(The enterprising filly whirls to face the door, where her grandmother is walking in with a very funny look on her face. Cut to Macintosh, who adds a disdainful eye roll on the two emphasized words of the next line.)

Macintosh: Applejack here had another one of her big ideas, and I think we all know my position on ideas. (Zoom out to frame all three.) You can’t—

Applejack, Granny: (wearily, overlapping his last word) —can’t plow a field with ’em.

Macintosh: (dropping head) Ee…right.
Granny: (to Applejack) Big idea, hmm?

(Applejack tentatively backs away from the two old eyes, one half-squinted and the other wide open, and ends up next to Macintosh.)

Applejack: Actually, more of an opportunity. You see, we ran into Filthy Rich in town. Did you know he’s runnin’ the family store now?

Granny: And what does this here opportunity mean for Sweet Apple Acres?

Applejack: (stammering a bit) Well, since cider season is almost here, he—or, I-I mean, I—thought it’d be a good idea to give him a few barrels of cider to sell at the store before the season starts.

Granny: (crossing to her with a smile) Oh, is that all?

(Applejack smiles at Macintosh, secure in the knowledge that her point has been made, but the calm goes out the window when the elderly mare shifts straight to boiling anger.)

Granny: ABSOLUTELY NOT!!

(Shouted with enough force to vibrate the entire barn, and followed up with a furious huff for good measure. The sheer volume has stunned both grandchildren into silence, and Applejack can only manage a deflated groan. Fade to black.)

Act Two

(Opening shot: fade in to the three. Now Applejack voices a petulant sigh as Macintosh smiles smugly.)

Applejack: But, Granny, why can’t we sell a few barrels of cider early to Filthy Rich? And how is it any different than when you gave Zap Apple jam to Filthy’s grandpappy to sell?

Granny: Your cider and your jam ain’t the same thing! (Hold up a jar of…) Zap Apple jam jars preserve the flavor for moons. (Put it away.) But cider starts to spoil the second it comes out the press. That is why every cider season, all of Ponyville lines up at Sweet Apple Acres, and first come is first served! Hmph!

Applejack: I get what you’re sayin’, Granny, but…couldn’t you make an exception just this once? I…sorta promised.

Granny: (shaking head) Mmm—uh-uh.

(As she continues, she crosses to two large bins; the apples in one are plump and shiny, while the other holds discolored, shriveled ones. Each bears a label with a picture of the fruit, but the one on the reject bin has a circle and slash superimposed on it.)

Granny: Besides, cider makin’ is iffy business, and we’re prob’ly not gonna have a lot this year anyway, what with all the blight. I’m sorry, Applejack, but you’s just gonna have to un-promise.

(Applejack lets off a long, disappointed moan as Macintosh throws her a merciless little smile. Dissolve to the two walking through Ponyville.)

Macintosh: I hate to say I told you so, Applejack, but…

Applejack: You and I both know you don’t hate to say anything.

Macintosh: Well, I’ve always thought that the most important thing a pony can do is say exactly what’s on his mind to anypony who’ll listen, so everypony everywhere always knows everything you’re thinking. And—

Applejack: (walking on, as Macintosh stops) And you don’t ever have to listen to anypony else.

Macintosh: (taken aback) What? (Applejack pauses at a store entrance.)

Applejack: Exactly!

(They head in. Cut to Filthy standing behind a counter inside, with a cash register in easy reach and shelves of various items on the wall behind him. This can only be Barnyard Bargains. He sets a bag of groceries on Mrs. Cake’s head, and she departs as the two Apples step up. The only noticeable change in the baker’s younger self is that she is not wearing her apron.)

Filthy: Well, if it ain’t my new business partner!

Applejack: Uh…about the cider, Rich.

Filthy: Take a look at what I did last night after we made our deal.

(He dashes away from the counter and pulls a rope hanging from the ceiling with his teeth. Behind him, a curtain opens to reveal an apple-themed advertising display: tree, fruit, barrels, crates, cider jugs, glasses. Applejack’s eyes pop at the spectacle, but Macintosh maintains his stoic demeanor.)

Filthy: (rearing up briefly) Whoo! Hah! Pretty great, huh?

Applejack: The thing is, I-I don’t think I can get you any.

Filthy: (stunned) What? (indignantly) Well, I-I did all this work on your say-so! We shook hooves and everything!

Macintosh: Well, you see, at Sweet Apple Acres we’ve always been about quality, and while your basic jam jar’ll keep—

Applejack: (hastily) Plus it’s been a tough harvest this year, what with all the blight. (Macintosh glares at her; Filthy scoffs disgustedly.)

Filthy: Sounds to me like you’re tryin’ to make excuses! Whenever Granddad dealt with Granny Smith, she kept her word! If you can’t do that, then maybe our families should stop doin’ business together— (leaning into her face; zoom in to a close-up) —altogether!

(He adds a stomp to emphasize “she”; once he finishes, he backs off, leaving one very badly shaken filly rooted to the shop floor.)

Macintosh: (chuckling) Now, now, the thing is, Rich, it ain’t really up to us. You see, Granny’s—

Applejack: Uh, uh, sick!

Filthy: Wait. Granny’s sick? I-I had no idea.

Macintosh: (pointedly) Ee-yeah. Nopony did. (Applejack kicks one of his hooves to cut him off.)

Applejack: What Big Mac means is, uh, we’ve been tryin’ to keep it quiet. Don’t want people to make rash decisions about doin’ business with Sweet Apple Acres just because we’re, uh, a little short-hooved at the moment.

Filthy: Oh, my! O-Of course, of course! I am so sorry! Please, let me know if there’s anything I can do.

Applejack: (slowly pushing Macintosh away) Much appreciated, but right now, we—we only ask for your understandin’ durin’ this difficult time.

Filthy: (nodding solemnly) Mmm-hmm.

(Dissolve to a long shot of the Sweet Apple Acres grounds and zoom in slowly.)

Macintosh: (voice over) You were supposed to tell Rich the simple truth!

(Cut to them seated on their haunches at opposite ends of a table in the house’s dining room.)

Macintosh: But instead you made things worse with a giant lie! (He pounds the table on the end of this.)

Applejack: W-W-What was I supposed to do? You heard Rich. If I told him the truth, he was gonna stop doin’ business with us altogether!

(Granny enters from the kitchen, pushing through a set of batwing doors and carrying a bowl of salad in her teeth.)

Macintosh: Yeah, but that’s only because I— (noticing Granny, quickly shifting gears) —I forgot to ask if we had any oat crumbles for this delicious-lookin’ salad, Granny.

Granny: (grumbling, returning to kitchen) Yeah, I’ll go take a look.

(Once she is through the doors, Macintosh leans across the full length of the table to stare his sister down point-blank.)

Macintosh: (hushed) That was only because you made promises you couldn’t keep! But there’s gotta be a better way out of this mess than by makin’ up some story about Granny bein’ sick!

Applejack: (hushed) Well, it worked, didn’t it?

(The face-off is interrupted by a knock at the door; cut to it. Reaching into view, Macintosh pulls it open to find Filthy and Spoiled at the threshold. The stallion carries a bouquet of flowers.)

Filthy: Sorry to drop by unannounced. (Zoom out; Macintosh and Applejack boggle at the pair.) We just wanted to come by to wish Granny a speedy recovery. (Cut to the siblings.)

Macintosh: (mildly sarcastic tone) Look, sis! (She sticks on a grin.) Our good friend Mr. Rich and his fiancée…are here. (The bouquet is held out to them.) Oh, and they brought flowers… (taking them) …for Granny! On account of, she’s…sick! Like you said. Ain’t that sweet?

(The sounds of an opening door and shuffling hooves shift their attention away from the uninvited guests, and they spot Granny backing in from the kitchen. However, the lines of sight are such that Filthy and Spoiled cannot directly see her.)

Applejack: Uh, excuse me one second!

(Slamming the door shut, she tackles the matriarch through the batwings, salad bowl and all. A tremendous crash shakes the camera; cut to Granny, fetched up against the wall with the bowl on her head and its contents spread all over the floor.)

Granny: What in tarnation?!

(Longer shot; she has ended up near the open back door, and a hanging picture has been knocked out of kilter. Applejack sits on her haunches before Granny.)

Applejack: Oh, I’m sorry, Granny! I-I didn’t see you there!

Granny: You came blastin’ in so fast, ’tweren’t possible to see nothin’! (Applejack stands up.)

Applejack: Can you go out to the barn? I, uh, I-I think we might have left a blight sprayer in the orchard.

(Granny snaps upright, no longer covered with salad or crockery, and taps a hoof against the orange-tan forehead.)

Granny: Are you out of your apple-pickin’ mind? It’s suppertime, girl!

Applejack: (stammering a bit) I know, but if we forgot a sprayer, I’d want to get it before dark. (ushering her out) Y-You go start countin’, a-and I’ll tell Big Mac we’ll be right back. O-Okay?

(Without waiting for a response, she slams the door shut and pokes her head back out through the batwings to find Macintosh holding court with the visitors.)

Macintosh: So from that moment on, I took to referrin’ to myself as Big, or Large, or— (Applejack whisks over to his side.)

Filthy: Ah, Applejack! Your brother was just explainin’ why he always wears his yoke.

Spoiled: Even though we asked him how your grand-mare is doing! (Macintosh wipes sweat from his face.)

Applejack: (poking his flank) Oh, well, you know how Big Mac can get to—to talkin’, especially when he’s upset. (as all four exit) And right now, he’s just as worried about Granny Smith as I am.  

(The door swings shut behind them; dissolve to a long shot of the main entrance to the property, where they have all gathered, and zoom in slowly.)

Filthy: Oh, dear. Is she doin’ that bad? (Close-up of Applejack.)

Applejack: Well, one thing’s for sure. She—she shouldn’t be seein’ anypony right now.

(A major-league grimace follows these words; cut to her perspective of the open barn doors and zoom in quickly to a close-up. Granny has pushed a bin full of spray canisters over to this spot. Back to Applejack.)

Applejack: I-In fact, I’m gettin’ more upset just thinkin’ about it. E-Excuse me!

(A few bounds carry her across the yard and put her in range to head-butt Granny’s rump and send her flying into the barn. There follows a mighty crash as she trots in; cut to the old pony, half-sprawled out in the hay.)

Granny: (standing up, turning to Applejack) Oh, what in the frilly fumidil has gotten into you?!

Applejack: Sorry, Granny. I just decided if I helped you, it would go faster.

Granny: Well, you’re too late! All the sprayers are here.

(The scheming granddaughter glares toward the barn door; cut to her perspective, zooming quickly on Macintosh talking to Filthy and Spoiled, then back to her and Granny.)

Applejack: Oh. Good. (stopping Granny from leaving) Uh, say, Granny, when did you first fight the apple blight again?

(The dilatory tactic instantly has the desired effect as the seamed green face softens into a mood of warm reminiscence.)

Granny: It was my second year here in Ponyville. (Applejack sneaks away.) Uh, that was before I had the rick on the one knee.

(Cut to Filthy ad Spoiled, still at the entrance and with their patience wearing thin. Applejack moves toward them from the barn as if trying to tiptoe across a minefield.)

Macintosh: (from o.s.) And others say that’s how the trees got to growin’ so tall. (Cut to him.) But to me— (chuckling) —it’s just how I got my cutie mark. (Grin.)

Spoiled: But we asked when we could come back to see Granny! (Applejack gallops out to them.)

Applejack: Uh…Big Mac didn’t want to be rude, but…you just can’t see Granny right now because she’s… (Think fast, think desperately.) …got apple blight!

Filthy: (gasping) I thought only trees got the blight! (Macintosh gives her a strange look.)

Applejack: Yeah, that’s usually the case. (Eyes dart back and forth.) The doctors think it’s from workin’ in the orchard for so many years. (Puzzlement from Filthy/Spoiled.) You see, we had to take Granny to Ponyville General. We just got back right before you showed up. (Close-up of Filthy.)

Filthy: Oh, my! That is terrible! (Pan to Spoiled; she makes a sound of revulsion.)

Spoiled: It’s not contagious, is it? (Applejack leans toward her with a shaky smile.)

Applejack: Um…I’m sure you’ll be fine, but you should leave… (Exaggerated cough.) …just in case.

(Almost as soon as she backs off, Spoiled trots briskly away from the property; Filthy follows her for a few steps, but pauses to address the Apples over his shoulder.)

Filthy: You’re right. We’re gonna have to hurry if we want to get there before visitin’ hours are over!

Applejack: That’s right. (Panicked double take.) Wait. Get where?

Filthy: Why, the hospital, of course! I’m sure we’ll see you there.  

(He hurries off after his fiancée, leaving Macintosh to train his latest irked expression on Applejack. She begins to shiver, eyes flicking from side to side out of soul-freezing dread at having her deception discovered. Fade to black.)

Act Three

(Opening shot: fade in to a long shot of the two at the property entrance and zoom in slowly.)

Macintosh: Tellin’ Filthy Rich that Granny’s in the hospital just made everything a hundred times worse! (hoof to forehead) What are we s’posed to do now?

(In close-up, Applejack risks a split-second look toward the barn and grins hesitantly.)

Applejack: I got it!

(Wipe to the barn interior. Granny is right where Applejack left her in Act Two, having taken no notice of her departure, and both grandchildren are sneaking back in.)

Granny: Dropped my second-best teeth right in the pigpen, and that was the worst case of apple blight I have ever seen!

Applejack: I’d love to hear more, Granny, but we gotta get to the hospital right away!

Granny: The hospital? Why? Who’s sick?

Macintosh: (relishing the moment) You are, apparently. (Applejack snarls silently at him.)

Applejack: What he means is, you’re needed at the hospital.

Granny: Heh! Whatever for?

(The conniving brain under the blond mane spins in neutral for a second before coming up with a new tack.)

Applejack: It’s the apple blight! It’s startin’ to infect ponies now! The doctors need an expert opinion, and nopony knows more about fightin’ blight than Granny Smith.

Granny: Well, what in tarnation are we waitin’ for? Let’s go!

(She trots purposefully away past them; Macintosh draws in a breath to speak his mind, but Applejack heads him off by stuffing an apple into his mouth. Wipe to the exterior of the local hospital that has appeared in previous episodes—Ponyville General. Macintosh has removed the fruit from his pie-hole. Applejack freezes in her tracks, having spotted Filthy and Spoiled approaching along a different road; zoom in quickly on the pair, then cut back to the three, now all stopped.)

Applejack: (to Granny) You know, we’re supposed to go in, uh…in the back! (smiling placatingly; Macintosh rolls his eyes) Uh, to avoid anypony in the waitin’ room with the blight.

(She turns off in a new direction. Cut to a corridor lined with doors on both sides, only one of which is open. Applejack leads the rest of the family into view around a corner, finding it teeming with doctors and nurses—and Filthy and Spoiled crossing a juncture at the far end. Zoom in quickly on these two for a moment, then cut back to the Apples, now at the open door.)

Applejack: Oops! I almost forgot.

(She pushes the aged mare into the room beyond; Macintosh holds his position and looks around himself, but she leans back out to yank him inside as well. A moment later, she leads them back out, Granny now clad in a surgical mask and light blue scrubs that include covers for her mane/tail and hooves. Her next two lines are slightly muffled by the cloth over her mouth.)

Applejack: This is perfect! Now you don’t have to worry about catchin’ the blight.

Granny: If you say so, dearie.

Applejack: Now you wait right here while I, uh, check on your presentation. (She gallops off.)

Granny: What in the rotten rhubarb’s goin’ on here?

(Cut to the waiting room, well stocked with patients suffering from various and sundry maladies and injuries. Filthy and Spoiled have reached the front desk and its receptionist mare, and they turn toward Applejack as she enters with an airy laugh.)

Applejack: Fancy meetin’ you two here!

Spoiled: Well, we told you we were coming.

Filthy: (chuckling) I’m glad we found you— (glowering briefly at receptionist) —because I can’t seem to find Granny’s room, or any nurses who’ve even heard about a pony with apple blight.

Applejack: Granny’s room…sure! (rapid fire) Just go down here, take a left, then a right, go down some stairs, up a bunch more stairs— (Her perspective of the three, all unconvinced.) —uh, through the cafeteria, left three more times, and then you’re there. (Back to her.) Easy as Granny’s apple pie.

(The green eyes have shrunk to severely unnerved points, and she forces out a chuckle as sweat starts to dribble from beneath the blond mane. She turns to leave, but halts as soon as Filthy opens his mouth.)

Filthy: Um, aren’t you comin’ with us?

Applejack: I’ll catch up! I gotta find Big Mac!

(She trots away. Cut to a close-up of Macintosh and Granny, still waiting in the corridor, and zoom out to show Applejack having rejoined them.)

Applejack: Okay, Granny. Just wait here one second, and we can go.

(Now it is Macintosh’s turn to be on the receiving end of her headfirst bulldoze, but bulk and irritation prevent her from shifting him more than a few inches.)

Granny: Where are you two going? (Close-up of the younger pair on the end of this.)

Applejack: Big Mac can’t come. He, uh… (poking his flank) …might be contagious!

Macintosh, Granny: (Applejack pushing Macintosh in) Contagious?!

(Inside the room, Applejack nips a sheet in her teeth and pulls it away to expose a gurney. Beds separated by sliding curtains line the walls, and a cart stacked with food trays stands in one corner.) 

Applejack: (tapping its surface) All right. Climb up here and I’ll cover you up. Then I’ll bring Rich in, tell him you’re Granny, but you’re not allowed to take the sheets off. You moan a few times, he leaves, and this whole thing is over.

Macintosh: This is spinnin’ way outta control, Applejack! Now I know you thought sellin’ cider in Filthy’s store was a good idea, but it ain’t worth lyin’ to him about Granny bein’ sick and needin’ to go to the hospital, or fibbin’ to Granny about them wantin’ her to come here to talk about the blight, or—

Applejack: BIG MACINTOSH, PLEASE JUST LISTEN TO ME FOR ONCE!! This ain’t about my ideas! If Rich finds out about all the lies, he’ll cut off ties with us and the farm’ll go under! Now do you want that to happen, or do you want to help?

Macintosh: (petulantly) Why can’t you be Granny? You’re her size and this is all your fault in the first place.

Applejack: I would, but if I let you do the talkin’, you’d just ramble on and on until we all got caught.

(The bigger-than-average colt uncorks an exasperated groan and climbs onto the gurney to lie on his back.)

Applejack: Just lay down, keep still, and promise me you won’t say anythin’ for once in your life!

Macintosh: Ee-yup.

(She tosses a sheet over his entire form just as Granny shuffles past the doorway. Cut to the corridor.)

Applejack: (from inside room) Granny!

(She bolts out into view, the green grandmother turning to her with a quizzically cocked eyebrow and just missing the arrival of Filthy behind her. Applejack sees him all too clearly, though, and her whole face seizes up.)

Applejack: (whispering) Granny! (She hurries over.)

Granny: It’s about time! What is goin’ on around here?

Applejack: (normal volume) Uh…Granny, they need you to wait here. I-I’ll come get you.

(She opens the nearest door, giving a flash of a closet filled with janitorial supplies, and shoves Granny in. The latter lets out an alarmed squawk as Applejack slams the door shut and presses her back against it; a moment later, Filthy’s out-of-breath panting marks his and Spoiled’s arrival.)

Filthy: There you are! We’ve been goin’ in circles lookin’ for Granny’s room.

Applejack: Well, you’re in luck, ’cause it’s—it’s right over here, and this time I’ll make sure you don’t get lost.

(As she speaks, the covered gurney begins to roll out from the room in which she stashed Macintosh. She begins to lead them down the corridor, taking no notice of either the vehicle or the unicorn stallion orderly propelling it along with his magic. After they enter, cut to them within the room.)

Applejack: What in the dadgum…? (Zoom out to frame the distinct lack of Macintosh.)

Spoiled: What now?

Applejack: He…I mean…she was right here!

(A moment’s thought, then a horrified realization.)

Applejack: Oh, no. We gotta go!

(She gallops out; cut to the corridor as she emerges and stops, followed by the engaged couple. The squeak of gurney wheels is heard from somewhere down the way.)

Spoiled: (pointing ahead) I-Is that Granny Smith?

Filthy: Where are they takin’ her?

(The ersatz Granny is being wheeled away around a corner, while the real one steps out from the closet, prompting Applejack’s face to rearrange into yet another novel expression of full-scale panic.)

Applejack: You two, don’t lose that gurney!

(All three get their hooves moving; Applejack is first to her target, intercepting Granny.)

Applejack: (hushed) Granny, what are you doin’? You were supposed to stay there!

Granny: It was a supply closet!

Applejack: (normal volume, feigning ignorance) Ohh! Uh…well, okay, come with me, but be quiet! (smiling) You know, save your voice for the big presentation.

(Granny is clearly not buying a word of it, but she allows Applejack to lead her around the corner—following the same route taken by Macintosh. In this new corridor, the filly traces a frantic zigzag route from one open door to the next as Granny ambles confusedly along. Finding no trace of her brother, Applejack races to a pair of imposing, closed double doors; once Granny reaches them as well, the camera cuts to the other side as they swing open, then to just behind them. The two Apples have arrived in an operating theater, and the third is already there on his gurney, hooked up to an intravenous drip and with one hoof poking out from the sheet that still covers him. Ponies in scrubs and masks are gathered around him, and quite a few medical professionals are watching from the tiers of elevated seats that run around the circular perimeter. Filthy, Spoiled, and a scattering of other civilians are in the audience as well. Close-up of the couple, Filthy recoiling slightly in anticipation of what is to come, then tilt down quickly to the patient and cut back to Applejack and Granny. The younger pony gasps in fright and starts to follow the older one into the theater; however, a masked surgeon stallion moves in to block her.)

Surgeon 1: Ah, ah, I’m sorry, but you can’t get any closer without a gown and mask.

Applejack: But…but-but…but that’s my brother on there!

(Her perspective on the end of this, pointing at Macintosh, then back to her and the surgeon.)

Surgeon 1: Don’t worry. This is our best doctor. She’ll have your brother back on his hooves in no time.

(He returns to his post as she groans loudly and puts a hoof to her face; now Granny addresses the audience.)

Granny: Now apple blight is a serious disease.

(A second surgeon stallion on the floor utters a grunt of surprise to the nearest colleague.)

Surgeon 2: Did she say “apple blight”?

Surgeon 3: I-I think she said “gasket mites.” (Pan to Granny on the other side of the gurney from them.)

Granny: (holding up Macintosh’s hoof) And once your trunk turns red like this, the only thing to do is prune the branches. (Filthy gasps.)

Filthy: Oh, no! Granny!

(The mare whose overeager sales tactics started this whole mess grits her teeth and shivers at the very real prospect of her brother coming home on fewer than four legs.)

Surgeon 3: (really confused) Did you say “prune them branches”?

Granny: Well, sure! What else you gonna do once the blight gets this bad?

(Turning to a nearby cart, she pulls its sheet covering away to expose a gleaming saw. Ponies from floor to back row gasp sharply at the revelation, and Macintosh sweats and shivers silently under his own sheet. The perspiration runs freely down Applejack’s face as she fights an agonizing battle with her nerves and conscience and ultimately loses it, clapping hooves to temples.)

Applejack: Everypony just stop! This is all a big misunderstandin’! (Sigh; enter the theater.) Actually, it’s a big lie.

(Close-up; she whips the sheet away from the gurney to reveal Macintosh, prompting gasps of astonishment rather than horror. Granny pulls the surgical mask down from her face as the camera zooms out slightly.)

Granny: Big Mac?

Filthy: (from o.s., gasping) Granny Smith? (Cut to him and Spoiled; he leans forward.) What is goin’ on here, Applejack?

Granny: (to Applejack) That is a darn good question!

(Her grand plot having finally crashed down, she sighs quietly as Macintosh sits up to his haunches and Filthy resumes his seat. The IV line has been unhooked by this point.)

Applejack: I’m not sure if I was worried that nopony was listenin’ to my ideas, or just nervous that I wouldn’t be the one to end up runnin’ the farm, but…I promised somethin’ to Filthy Rich that I couldn’t deliver. (Sigh.) And I was too embarrassed to admit it.

Filthy: So Granny was never sick?

Granny: And there ain’t no apple blight in ponies?

Macintosh: Nn-nope. (Overhead shot of the theater floor; zoom in slowly.)

Applejack: (to Filthy) Those were all lies, a-and I thought if you found out, you’d stop doin’ business with the farm. So I just kept tellin’ more. (Floor level again.)

Surgeon 1: So she’s not a doctor. (Cut to Applejack.)

Applejack: Please don’t make Granny and the farm suffer for what I did! This whole thing is my fault.

Macintosh: (smiling, crossing to her) That’s not entirely true. Maybe if I paid more attention to what you had to say instead of talkin’ all the time, none of this woulda happened in the first place. I just need to talk less and listen more… (He pulls her into a one-hoof hug.) …especially to you.

Applejack: (sighing contentedly) Thanks, big brother. And whether it’s me runnin’ Sweet Apple Acres or you, I know it’ll be in good hooves.

(Their embrace is rudely interrupted by the cracked old voice they both know so well.)

Granny: (from o.s.) Well, that’s nice— (Overhead shot of the floor; she is glaring at them.) —but I don’t know what in blazes you two are talkin’ about. I ain’t goin’ anywhere anytime soon! (She blows a raspberry.) Runnin’ the farm—not after this display! Not likely!

(The old eyes shift sharply toward the seats; cut to Filthy and Spoiled on the receiving end. The next words cow him to the point that he tries to shrink out of sight, while she edges slowly away from him.)

Granny: (from o.s.) And don’t you go gettin’ any ideas about cuttin’ ties with Sweet Apple Acres! (pacing deliberately toward him) Or I’m goin’ right to your grandpappy. Get me?

Filthy: (sweating, stammering badly) Um, yes, ma’am.

Granny: (smiling, addressing all) Now, who here still wants to hear about the apple blight? (Hooves go up all over the room.) Now when I was a filly…

(Wavering dissolve to a close-up of Bloom in the present, marking the end of the protracted flashback.)

*** Characters appear as their modern-day selves again. ***

Bloom: I can’t believe you told all those lies!

(Longer shot, framing the entire Apple family in the barn. Granny is still in her rocking chair, the other three sit on their bellies, and the sky beyond the open door is now the orange/gold of late afternoon.)

Applejack: It’s not a story I’m proud of, but it taught me a lifelong lesson about bein’ honest. I hope you learned somethin’ too.

Bloom: I sure did! I learned that nopony starts out perfect, and sometimes you gotta make a few mistakes to figure out who you are.

Macintosh: Ee-yup. (Close-up of Bloom.)

Bloom: But I think the most important thing I learned is who really runs Sweet Apple Acres. (Zoom out to frame all four.)

Applejack, Macintosh, Bloom: (pointing at…) Granny!

Granny: You’re darn tootin’! Now everypony quit your lollygaggery and get back to work!

(She shifts to a smile and holds up a tray set with a jug and four glasses.)

Granny: Right after we have a glass of cider.

(They share a gentle laugh as the camera zooms out slowly and the view fades to black.)


TOP BOLT

Story by Meghan McCarthy, Joanna Lewis, Kristine Songco

Written by Joanna Lewis, Kristine Songco

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Note:                All ponies other than previously named characters are pegasi.

Prologue

(Opening shot: fade in to the interior of a locker, the camera aimed toward the door as it swings open. An eager Rainbow Dash stands at it, wearing the bomber jacket she received upon joining the Wonderbolts in “Newbie Dash.” This is the locker room in the team’s compound. A pair of goggles and a set of saddlebags are visible among the items she has stowed away.)

Rainbow: Spring training was awesome— (picking up bags) —but I can’t wait to see my friends!

(She closes the locker; cut to the room’s benches. Across from her sits Misty Fly, in her flight suit and with goggles on forehead, to do a bit of stretching.)

Rainbow: I’m gonna catch up on some Daring Do with Twilight— (setting bags on bench) —help Applejack make my favorite cider, and have a sleepover with Pinkie. (She drops an item in.)

Misty: We get it. You have a fun week planned.

(As Rainbow gives a vigorous nod, Spitfire plods by in the foreground, out of uniform.)

Spitfire: (rolling eyes) Meanwhile, I’m stuck here running Trials Week at the Academy.

Rainbow: But you love yelling and blowing your whistle. (Spitfire stops at her locker and smiles fondly.)

Spitfire: Yeah. I do.

(The blue flying ace pops up into a hover, tosses her bags toward the ceiling, and positions herself so that they land neatly across her back.)

Rainbow: (saluting) See you gals later!

(She peels out, but inertia keeps the luggage right where it was and it thumps to the floor. A second later she doubles back to scoop the load up with an embarrassed laugh, trying to play off her re-creation of the classic “yank the tablecloth away without upsetting the flowers” bit. After she zooms off a second time, cut to a long overhead shot of the plateau and surrounding cloud barracks that serve as the Wonderbolts’ compound. It is daytime, and she streaks through the sky with a blissful sigh. Contentment is short-lived, though, as her cutie mark begins to flare—a summons by the map in the Castle of Friendship—and she stops to eye it.)

Rainbow: Huh? (Extreme close-up of it, zooming out to frame her face as she continues.) Oh! The map!

(It goes quiet as a copy floats free of her haunch and starts to drift ahead; instantly she ratchets up to fifth gear and rockets after it. Both she and it close in on the Castle; cut to the upper reaches of the throne room as it descends into view, and tilt down to follow it to the map deployed on the central table. Twilight Sparkle, Starlight Glimmer, and Spike watch as it begins to orbit the Wonderbolts’ winged lightning-bolt logo on a cloud, joined by Twilight’s mark. Destination: team headquarters.)

Rainbow: (from o.s.) Hey, Twilight! (Cut to her, entering through a window.) So where am I going? The Crystal Mountains? Vanhoover? Here? Please say here.

Twilight: Well, the good news is, we both got called by the map.

Rainbow: Awesome! (apprehensively) Does that mean there’s bad news?

Twilight: No…well, not exactly.

(She, Starlight, and Spike glance toward the map, the camera zooming in quickly between them to an extreme close-up of the marked spot.)

Rainbow: (groaning loudly) I was just there!

(Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to an expanse of thick clouds, which part to give a long overhead shot of the compound. Twilight and fly toward it, Rainbow having shed her jacket and bags, and stop short to avoid running into two cadets as they do a loop-the-loop.)

Twilight: (impressed) Ooh!

     

(Rainbow snaps her out of her reverie with a nudge and a clearing of the throat, and points down toward the runway plateau. Cut to her perspective: Spitfire, in her uniform jacket and sunglasses, is addressing a line of brand-new recruits.)

Spitfire: All right, newbies! (Close-up; a whistle hangs around her neck.) Welcome to Trials Week for the Wonderbolt Academy! (pacing; they straighten up one by one) You’ll be judged on your speed, strength, agility, and technique, culminating in a final evaluation. Will it be hard? Yes! Will you cry? Maybe. Will you fly so much, your wings fall off? (A moment’s thought.) That has only happened once.

(One of the mares, Angel Wings, addresses herself behind a hoof to the two recruits standing nearest to her in close-up. She has a pale grayish-pink coat, blue eyes, and a long pink mane/tail shot through with darker streaks that match the bow in her mane. Her cutie mark cannot be seen due to her folded wings.)

Angel Wings: She’s just exaggerating to make a point, right? I mean, wings can’t really fall off…can they?

Spitfire: (pacing) You think you’ve got what it takes to be an elite flyer?

(The camera cuts to a longer shot of the group during Spitfire’s query, picking out the two bracelets that Angel Wings wears on her left foreleg. A self-assured stallion at one end of the line speaks up next. This is Sky Stinger: dark blue coat with a green tinge; medium green eyes; prominent eyebrows in a shade darker than his coat; short, light green mane/tail with paler streaks. The mane is in a crew cut with the forelock styled to resemble a lightning bolt; this last feature is replicated on the end of his tail and the outer edge of his eyebrows. Like Angel Wings, he keeps his wings pulled in to cover his cutie mark.)

Sky: Yes, ma’am!

Other recruits: YES, MA’AM!

Spitfire: Well, let me tell you. (She rounds on a short, pudgy one.) You don’t!

(That gets the sweat glands working; she straightens up with a smug little smile as Twilight and Rainbow descend behind her.)

Rainbow: (sighing happily) I remember when she said that to me.

(She remains hovering as Twilight puts her hooves on the runway. Spitfire pulls her shades down to make sure she is seeing this right, while the recruits break into excited murmurs—all except Sky, that is. Once the hubbub dies down, Angel Wings is first to speak again.)

Angel Wings: You don’t think Rainbow Dash is the pony whose wings fell off, do you?

(The cocky stallion rolls his eyes wearily at her obtuseness. A whistle blast ends any further speculation, and all eyes face front.)

Spitfire: Quit your whispering and give me five hundred laps! Go! Go! Go!

(Sky is first to lift off on the end of this, the others following suit to leave Angel Wings standing alone. Instead of racing after them, however, she flaps slowly over to Twilight and Rainbow.)

Angel Wings: Um, I just wanted you to know, you two are my favorite ponies in all of Equestria. (She turns to find Spitfire hovering right behind her.)

Spitfire: Well, isn’t that sweet? NOW GET GOING ON THOSE LAPS!

(The star-struck mare lifts off in a blink to join the other recruits. With her charges all airborne, Spitfire adopts a much more casual tone.)

Spitfire: Welcome, Princess Twilight. (She touches down and looks/points to Rainbow.) What are you doing back so soon?

Rainbow: Official friendship business.

Twilight: Have you noticed anypony having a hard time with their friends? (Spitfire thinks for a second.)

Spitfire: Not really. But it’s not my job to worry about their relationships. (Recruits fly past.) I’m here to make them elite flyers.

Rainbow: (sighing) Adorable. They’re so full of hope and competition.

(They settle into a large, slow circular path; she looks up and voices a quiet groan.)

Rainbow: Their technique could use some work, though.  (Cut to Twilight and Rainbow.)

Twilight: You should tell them. I’m sure they’d appreciate any notes from you.

Rainbow: Nah. I wouldn’t want to mess with their confidence.

Twilight: But they’ll never get better if they don’t know what to work on.

Spitfire: (from o.s.) Sloppy wing placement… (Long overhead shot of all three mares, watching the drill.) …crooked lines…

(She props her sunglasses on her forehead and turns to the Ponyville pair.)

Spitfire: I’m gonna have to drill them on basic technique in the classroom portion. (Stars instantly shine in Twilight’s eyes.)

Twilight: Classroom portion?! (Spitfire nudges her back; shades back in place.)

Spitfire: Yeah. It’s everypony’s least favorite part of Trial Week, but it has to be done.

(A short burst of pondering brings a big smile to the egghead Princess’s face.)

Twilight: Maybe we can help!

Rainbow: (puzzled) We can?

Twilight: Absolutely! Between your flying skills and my teaching expertise, they could learn a lot! Plus, once they get to know us, they’ll be more comfortable coming to us with their friendship problems.

Rainbow: Count us in!

Spitfire: Great!

(A shot from her whistle, aimed right into their faces, brings the recruits down so that they skid to a stop. They land in a line, the first few touching down neatly, the last several sliding into each other so that all but Sky, at the front, end up in a tangled heap. Angel Wings, at the rear, has her wings lifted so that her cutie mark can be seen—a pink heart with white wings.)

Spitfire: (walking away) You have your work cut out for you.

(Twilight throws a weak little grin at Rainbow, who thoroughly fails to reciprocate the sentiment. Clock wipe to the two crossing the compound; Twilight walks out front, levitating scrolls and papers, and a bored Rainbow flaps slowly along behind.)

Twilight: Thank goodness I had time to whip up a few charts on flight patterns and wing symmetry.

(They stop at the front door of one of the buildings constructed on the clouds surrounding the runway. A shield emblazoned with the Wonderbolts’ logo hangs overhead.)

Twilight: It’s fresh in my mind from when I learned to fly.

(She opens one scroll and pushes it into Rainbow’s face; in close-up, it depicts a rearing pegasus with spread wings, and small graphs and drawings run down both sides. This is pulled down after a moment to expose Twilight’s grinning visage.)

Twilight:  THIS IS SO EXCITING! (Big squeaky grin; Rainbow’s blasé attitude does not change.)

Rainbow: Maybe for you. I practically fell asleep when I went through this. (smiling) Tell you what. I’ll leave the teaching stuff to you, and I’ll just make sure they stay awake.

(She demonstrates her strategy for doing so by pulling out an air horn and uncorking a blast into the academic’s face that causes her eyeballs to vibrate in their sockets.)

Twilight: (rubbing one ear) I’m pretty sure their thirst for knowledge will keep them bright-eyed and bushy-tailed. (Rainbow chuckles and puts a foreleg across her shoulders.)

Rainbow: Good one, Twilight.

(Cut to a classroom inside the building. The blackboard on the front wall is covered with notes and diagrams, and the recruits are in their seats for the day’s lesson. It starts in a most unconventional manner, with Rainbow bursting in through the door and sounding a one-note fanfare with her air horn. A round of yelps and gasps lasts just long enough for her to stop front and center.)

Rainbow: Wake up, newbies! Class is in session!

(Twilight walks in, floating some notes onto a lectern and standing behind it.)

Twilight: Hello, students! I’m Twilight Sparkle, and this is Rainbow Dash. (Rainbow tosses the horn aside and flies close to the recruits.)

Rainbow: But you can call us “T-Sparks” and “the Dashinator”!

(A slightly irked throat-clearing prompts her to back off with a sheepish laugh.)

Rainbow: Just kidding. (Close-up of Twilight.)

Twilight: (levitating chalk, drawing a bit on board) And we’re here to go over basic flying technique.

(She lets the chalk drop and gestures to Rainbow on the end of this line. A male voice utters a bored, drawn-out groan, souring the blue daredevil’s mood in a tick.)

Rainbow: Who said that?!

(Cut to frame the students; Sky, in the back row, raises a hoof. At normal speaking volume, his voice is the epitome of full-of-himself cockiness.)

Sky: Me. I mean, we’re here because we’re amazingly awesome, crazy good flyers. We’re way past basics. (Rainbow flies into his face.)

Rainbow: What’s your name?

Sky: Sky Stinger. (chuckling derisively) You’ve, uh, never heard of me?

(A white mare in the next seat over pipes up. Her mane/tail are long and wavy, striped in pastel shades of yellow, blue, and green, and her eyes are a light blue-green. This is Vapor Trail, whose wings and chair hide her cutie mark from view.)

Vapor: He set the record for the fastest vertical acceleration rate! Five hundred feet in two seconds!

Rainbow: Huh. That’s pretty impressive.

Vapor: It’s amazing! (Twilight clears her throat o.s.; cut to her, Rainbow backing up toward the front.)

Twilight: (dryly) It is, and we can talk personal records after class, Ms. …?

(Back to Sky and Vapor; now the mare’s mark is visible as a gold shooting star. She hunches down timidly into herself as Sky nudges her.)

Sky: Vapor Trail. She’s my wing pony. I never fly without her.

Rainbow: But you’ll have to in the solo trials.

Vapor: (fearfully) There are… (Gulp.) …solo trials?

Rainbow: Yep. It’s a part of your final evaluation.

(Sky blows out a breath to show just how little this fact concerns him.)

Sky: We’ll ace that test with our wings tied behind our flanks.

(Zoom out slightly; he gestures toward a group of framed pictures, each showing a different flight-suited Wonderbolt. Rainbow is among them, grinning stupidly and with her goggles on her forehead rather than over her eyes.)

Sky: My picture will go right up there—next to yours.

Rainbow: That’s a mighty big claim, considering everypony here is an amazingly awesome, crazy good flyer. (Close-up of Sky.)

Sky: I know. (Loud throat-clearing from Twilight’s direction; cut to her and Rainbow.)

Twilight: Okay! (Close-up.) Let’s get back on track. Now who can tell me the best wing angle to achieve minimal air resistance?  

(The sound of a grating snore startles her, and the source proves to be Rainbow herself, now crashed out in an empty seat with all eyes turned to her. Not one to tolerate laziness of this magnitude, Twilight brings up the dropped air horn in her magical hold and lets one rip, scaring Rainbow into a flailing hover.)

Rainbow: (panicked) Wake up, newbies! Class is in session!

(Funny looks from the students, and a smirk from her teaching partner, who has let the noisemaker fall. Dissolve to the front steps of the classroom building; the door is closed, but it swings open to release a torrent of recruits who waste no time in flying out to the wild blue yonder. Twilight trots out after them.)

Twilight: Well, there were a few hiccups— (Rainbow flies out, rubbing her eyes.) —but overall that went pretty well.

Rainbow: (yawning, stretching) Yeah. Nopony fell asleep.

(An “Oh, really?” look from Twilight brings her up short.)

Rainbow: What? I’m not a student.

Sky: (from o.s.) Hey! Teach! (Cut to him emerging onto the front steps toward them.)

Rainbow: Me or Twilight? (Pause.) Probably Twilight.

(Close-up of the stallion. Enough of his cutie mark is now visible to establish it as an upside-down, gold lightning bolt.)

Sky: Um, uh, both. About the solo test. I’m—I’m actually kinda worried about it.

Twilight: Aw, that’s all right. (touching his shoulder) We all have moments where we doubt ourselves.

Sky: (pushing her back, chuckling) No, no. I have absolutely zero doubts about myself. I’m a strong flyer—like, really, really, really strong. But this isn’t about me. I’m worried for Vapor. (This catches Twilight and Rainbow off guard.)

Twilight: Oh! Well, that is very…kind of you?

Rainbow: Tell you what. It’s almost time for your freestyle training. Why don’t you grab her and show us what you’ve got?

Sky: (pumping a hoof) Yes! (hovering) Prepare to be impressed. (He zooms away, then returns.) By me. (Again.) Like I said, Vapor still needs work.

(He makes his third departure in five seconds, leaving Twilight to aim a hopeful little smile at a rather bemused Rainbow. Dissolve to him and Vapor in flight, swooping down low over the runway to pass Twilight and Rainbow standing/hovering on it. The sky-blue speedster has donned a baseball cap and hung a towel across her back. They watch the airborne pair execute a turn and continue flying, Vapor’s face betraying how much of a strain this is for her compared to Sky.)

Twilight: Well, he may be full of himself, but I have to admit, Sky’s an excellent flyer. He must have shot up two hundred feet!

Rainbow: But did you see Vapor Trail? Her wing was under his. I think she gave him a boost.

Twilight: I guess I didn’t even notice Vapor. I was too busy watching Sky.

(They glance up. Cut to Sky doing a series of loop-the-loops—and Vapor floating along at a lower altitude, flipped onto her back so she can gently flap her wings up toward him.)

Twilight: (from o.s., gasping) I think you’re right! (Back to her and Rainbow.) Vapor just created a gust of wind that caught Sky’s wing at a forty-five-degree angle, propelling him into a flipping loop! (Satisfied smile.) Somepony paid attention in class.

Rainbow: Sky obviously has no idea he’s not actually amazingly awesome.

Twilight: And Vapor’s so busy making her friend look good, she’s not focused on her own flying at all. (Gasp; an idea strikes.) This must be our friendship problem! And there’s only one thing to do. (Next two lines overlap.)

Twilight: Tell them the truth.

Rainbow: Fix it without telling them.

(Purple and red-violet eyes pop as their owners realize that they have managed to reach completely opposite conclusions from the same set of facts. Fade to black.)

Act Two

(Opening shot: fade in to Sky and Vapor performing maneuvers together and tilt down to Twilight and Rainbow.)

Twilight: You don’t want to tell them?

Rainbow: Of course not. Flying is, like, thirty percent skill and seventy percent confidence. Can’t mess with a flyer’s confidence.

Twilight: But you can’t improve if you don’t think you have to. Besides, Vapor’s keeping a pretty big secret from Sky, and that can lead to trouble.

Rainbow: Yeah, but if we tell them that they’ve been holding each other back, that could be trouble too. (Sky comes in for a landing.)

Sky: Ah, I nailed that flipping loop. I’m actually surprised you’re still here.

(What really surprises Rainbow is his casual appropriation of the towel on her back so he can wipe his face.)

Sky: Thought I blew you away. (Vapor lands behind him, out of breath.)

Vapor: You were…great, Sky!

(He tosses the used towel over his shoulder without looking and ends up knocking her to the tarmac with it. Here comes Spitfire, back in drill-instructor mode.)

Spitfire: Come on, Vapor Trail! You’re gonna have to build up your endurance if you want a shot at the Academy! Wonderbolts don’t get winded!

(She turns her attention to Angel Wings, who has donned a pair of goggles and is ineffectually bucking a cloud up above.)

Spitfire: Angel Wings! You call that cloud-busting? That cloud barely knew you were there! (She flies up, but doubles back to Twilight and Rainbow with a smile.) I love my job.

(Away she goes again; now Sky turns to Vapor.)

Sky: We’ll keep working and…who knows? One day you might come close to being almost as good as me.

Vapor: (standing, dropping towel) Oh, I don’t think so. You were voted Stratusburgh’s most promising flyer! (Gasp.) I was voted Best Sneeze.

(She proceeds to let one go—a very quiet, demure one at that.)

Sky: You do have a really great sneeze.

Vapor: Thanks, Sky, but I don’t think I can sneeze my way into the Academy. (Sigh.) I’m pretty beat. I’m gonna hit the showers. (She walks away; Sky turns to Twilight/Rainbow.)

Sky: You have to help her.

Twilight: Actually, she’s not the one—

(She never gets to finish the thought, as Rainbow claps a hoof over her mouth from behind and starts pushing her along.)

Rainbow: Will do!

(Wipe to an extreme close-up of the handle of a closed locker. Vapor steps into view, clamps her teeth on it, and pulls it open so she can start stowing her gear.)

Rainbow: (from o.s.) Hey.

(Zoom out; she and Twilight stand at the entrance to the locker room, and she has removed her cap.)

Rainbow: You did great. You’re a really strong flyer.

Vapor: (surprised) Uh…me?

Twilight: Vapor Trail, we know what you’ve been doing. (Again a blue hoof over the mouth.)

Rainbow: (with a big smile) You’ve been doing great!

(The Princess decides to exert a little royal prerogative by floating the blue pegasus off and setting her down a foot or two away. She then puts a hoof to her face with a fed-up groan.)

Twilight: You’ve been helping Sky!

Vapor: (suddenly flustered) Uh, I don’t know what you’re talking about. Sky doesn’t need anypony’s help. He’s amazing.

(Noticing Rainbow’s reluctance to elucidate, Twilight nudges her impatiently in the chest. The Wonderbolt rolls her eyes with an irritated groan.)

Rainbow: Not without you. (Twilight nods sadly.) And it’s gonna be pretty obvious during the solo trials when he can’t get enough air to do a flipping loop.

Vapor: (aghast) Oh, no! I can’t let that happen! (catching herself) I mean… (stammering a bit, hoof to face) …aw, sugar cubes!

Twilight: Why are you doing this for him? (Cut to Vapor; zoom in slowly.)

Vapor: (sighing) It started when we were kids. You have to understand…

(Wavering dissolve to an extreme close-up of Sky’s eyes. On the following line, zoom out to show him as a colt, hovering in the middle of a house’s fenced-in backyard and waving his forelegs eagerly. He does not have his cutie mark or heavy eyebrows at this point. Around him are a stallion and mare—his parents—and four sisters who range in age from a few years above him down to a toddler in a sandbox. Toys and playthings litter the yard.)

Vapor: (voice over) Sky had a lot of siblings. It was tough.

(A ball is tossed from hoof to hoof, starting at his father and always arcing over the colt’s reach.)

Vapor: (voice over) He was always trying to get his parents’ attention. (Sky eventually gives up and slumps in midair.) Meanwhile…

(Tilt up to her own filly self, gazing fondly but sadly down from the edge of a cloud.)

Vapor: (voice over) …I was an only child who hated all the attention I got from mine.

Mare voice: Vapor Trail, where are you?

(The white filly turns her eyes glumly away from the scene and trains them on a house below and behind her, built in the clouds. Her own parents are in the front yard, and her mother is the one who just spoke.)

Mother: Do you need a snack? Do you want to do homework?

Father: Or we can just spend some time together. All day is never enough!

(They embrace, but Filly VT just sighs wearily at the overly sappy display.)

Colt SK: (from o.s.) Mom! Dad!

(She turns away and spots him now hovering several yards above the rest of his family, waving wildly but futilely to get their attention.)

Colt SK: Up here! Look! Look! Look, look, look, look! Look! Hey! Mom! Dad! Can you see?

(He starts into a loop-the-loop, his tiny wings beating and straining to their limit, but is unable to make it through any more than a quarter-circle before dropping back. Filly VT drops to his level, revealing that she does have her mark, and one strong flap sends out a gust ahead of herself that pushes him through all 360 degrees. He revels in his unexpected success, but his face falls upon seeing that none of the other family members have taken even the smallest bit of notice. In close-up, he heaves a sigh and slumps.)

Filly VT: (from o.s.) Whoa! (Pan to frame her, now close behind.) That was amazing!

(He smiles and flies over to her, they shake hooves, and he leads her on a flight. Dissolve to the pair still on the move, now closer to their current ages and wearing goggles; she flaps out a gust that allows him to hit overdrive, and she zooms after him. The upside-down lightning bolt now decorates Sky’s haunch, and his eyebrows have grown in. Each pegasus leaves a contrail behind him/herself upon hitting high speed. Sky’s is dark blue with a two-tone zigzag streak in pastel blue and green; Vapor’s is white and striped in the colors of her coat and mane/tail.)

Vapor: (voice over) Flying together gave us both what we wanted. (Zoom in on her face.) But I never told Sky how much I was helping him.

(On the end of this, the scene undergoes a wavering dissolve back to her in the present.)

Vapor: It started with a small boost here, or a little gust of wind there— (pacing a bit) —but I didn’t think my help could actually hurt his chances.

Twilight: (crossing to her) I understand, but now you’re both in trouble.

Rainbow: You need to work on your tricks. And Sky needs to be able to fly without you, or he won’t make it.

Vapor: Oh, but he has to! Flying with the Wonderbolts has been Sky’s dream ever since he was a colt.

Twilight: What about you? (Vapor turns away.)

Vapor: I…I guess I haven’t thought about it. I just want to be with my best friend.

Rainbow: Then we have to find a way to help both of you.

Twilight: Starting with telling Sky the truth. (Vapor’s eyes shrink to pinpoints; she whirls to Twilight, hooves on shoulders.)

Vapor: No! You can’t! Sky would be crushed, and without his confidence, he won’t fly as well.

(A short pan brings the cockily smiling face of Rainbow into view—Vapor has just underscored the point she made at the start of this act—and Twilight sighs and pushes the white mare back a bit.)

Twilight: Then I guess we’ll give Dash’s method a shot.

Rainbow: (pumping a hoof) Yes! (Laughing, she pops up to hover on her back.) I love being right. (flipping over) Okay, here’s what we do. Sky needs to build his strength. Air drills, wing lifts, all that boring methodical stuff.

Twilight: Sounds like my cup of oats.

Vapor: But how will we get him to do that? He doesn’t think he needs practice.

Rainbow: (landing) We’ll just tell Sky that he should practice with Twilight— (pulling Vapor closer) —so you won’t feel so self-conscious about getting special training from me.

Vapor: (brightening) With you? Really? You’d do that for me?

Rainbow: (letting go, thumping Vapor’s chest gently) Heh. You say that like it’s not gonna be a blast.

(Wipe to Twilight at the front of the classroom, using a telekinetically held pointer to indicate one of the notes on the blackboard. A quick zoom out shows Sky as the only student in attendance—a private instruction session—but Twilight shoots him a dirty look. His eyes are open, but he is staring vacantly toward the ceiling with his jaw hanging open, and a close-up shows the reason: he is wearing a sleep mask, nearly the same shade as his coat but not quite, with the open eyes drawn on it as an attempt to hide a midday nap. The item is magically lifted away, bringing him back to bleary, blinking awareness and giving him a good clear view of the Princess’s thoroughly unamused eyes. An open book floats up and is shoved into his face, sliding off to land in his grip.)

(Wipe to Rainbow and Vapor hovering among the clouds. Vapor has donned goggles and the high-collared blue/yellow tunic of Wonderbolt cadets, and she nods at the full member’s “follow me” gesture. Rainbow flies a curving, rolling path and stops; when Vapor tries to copy it, though, she spins out with a cry and disappears into a cloud. Rainbow throws her a slightly pained smile.)

(Wipe to an extreme close-up of Sky’s hoof being raised so Twilight’s magic can buckle a weight onto it. A longer shot frames both of them hovering above the treetops; he too is in a tunic and goggles, and weights are attached to both forelegs and around his midsection. Twilight has a stopwatch, clipboard, and pencil under her control, and she jots a note before gesturing for the stallion to get moving. He does so, only to bounce through a series of hoops on poles set up as a maneuvering exercise. The violet mare grimaces and writes a bit more on her clipboard.)

(Wipe to a long shot of Rainbow flying tight loops around a large cloud, with Vapor hovering and watching in the foreground. The end result is to shape the mass into a rough likeness of Rainbow’s own head. Smiling, Vapor takes off and starts into her own bit of high-velocity sculpture; however, her final product comes out as Sky’s head. After a moment’s careful consideration, the teacher gives it a smile and shrug.)

(Wipe to an extreme close-up of the top of an open cylindrical container. An eyedropper is lowered toward it in Twilight’s field and squeezed to release a single drop of liquid. Clouds of blue vapor boil up on contact; cut to a longer shot of this rig—a large, blocky machine placed on the ground, with a wide-mouthed nozzle on one side pointed directly at the hovering Sky. He has shed the training weights he used on the maneuvering course. An intense wind blasts out of the nozzle, triggered by the chemical Twilight added. He holds his ground, so she pours in the entire contents of the glass from which she filled her dropper. More vapor spills upward, and the resulting wind is strong enough to fling the cocksure stallion away despite his strongest flapping. Twilight frowns slightly at his performance and floats up her pencil and clipboard to take more notes.)

(Wipe to a long shot of the plateau and tilt up to show Rainbow and Vapor seated on a cloud high above it. Rainbow has a pair of goggles propped on her forehead now; she socks them over her eyes, prompting her student to do the same, and both dive over the edge. Gravity accelerates the mares, bringing them closer and closer to the runway; with almost no room to spare, they turn sharply into a gentle ascent. Rainbow skids expertly to a stop, but Vapor slides past on her rear hooves, goes into an inadvertent somersault, and finally stops in a backward skid facing toward Rainbow. Close-up of her.)

Rainbow: (flying to her; goggles up) Oh, you were awesome! (Vapor puts hers up as well.)

Vapor: Really? Thanks! I can’t believe I was able to keep up!

Rainbow: That’s the first nice thing I’ve heard you say about yourself. (Sound of approaching hooves.)

Sky: (from o.s., angrily) Hey!

(Zoom out slightly; he is trotting along the runway toward them and not very happy, followed by Twilight. His goggles are also up now.)

Sky: Can we switch now? I want to do tricks with Rainbow Dash.

Vapor: (hastily) You can’t! (catching herself) I mean, uh, you’re already so good at the fancy stuff. (Big grin.)

Sky: Heh, and the basic stuff.

(He utterly fails to notice Twilight’s grimace and the clipboard she floats up, its top sheet marked with a column of zeroes to reflect his poor showing.)

Sky: (grinning) You’re right. I don’t need to practice at all.

Vapor: (timidly) Um, maybe, Sky, you should. (Clipboard down.)

Sky: I’m already the best and everypony’s gonna know it, when I’m asked to join the Academy tomorrow.

Vapor: But…not if you don’t practice.

Sky: (scoffing) I wouldn’t be surprised if they asked me to become a Wonderbolt straight out of the trials. Boom! Dream achieved.

(Something in Vapor’s mind finally gives way and she turns to him with an expression of savage desperation.)

Vapor: Sky, you’re not as good as you think you are!

(Realizing the sheer devastating potential of this outburst, she claps a horrified hoof to her mouth. Twilight’s visage has frozen in a popeyed, lopsided grin, Rainbow’s in a lip/hoof-chewing paroxysm of undiluted fear, and Sky’s bravado goes bye-bye. The following exchange brings a quiet smile to Twilight’s face and leaves Rainbow incredibly confused.)

Sky: What did you say?

Vapor: (sighing, crossing to him) Sky, I want you to get in as much as anypony, and you’re amazing. But, uh…

Sky: But what?

Vapor: I’ve been…helping you.

Sky: (scoffing, pacing past her) Puh-lease!

(The violet Princess’s smile evaporates in short order.)

Sky: I don’t need your help. Watch.

(He snaps his goggles into place and does a loop-the-loop, but stalls out while trying to climb higher after its completion. The blue wings flap for all they are worth just to keep him from plummeting back to the runway, and Rainbow makes a sympathetic groan that might be translated as “I feel your pain.” Sky’s muscles finally give out; he slams flat to the tarmac as Vapor winces and turns her face away. He sits up to his haunches and heaves for breath; Vapor offers a hoof to help him up, but he slaps it away bitterly as Twilight and Rainbow approach.)

Sky: How could you do this to me? Did you all know?

(Uncertain glances flick back and forth between the three pairs of observing eyes before Vapor works up enough nerve to nod sadly. Sky pushes his goggles to his forehead and refuses to meet their gazes.)

Sky: Aw, great! So everypony but me knows I’m a joke. Was this your plan the whole time—to embarrass me?

Vapor: What? No! Don’t you know me at all? (Sky is now upright; he rounds on her.)

Sky: (pointing accusingly) I guess not, since it took me this long to find out you’re a terrible wing pony!

Vapor: (gasping in shock) I can’t believe you!

Sky: I can’t believe I was ever your friend!

(He takes off, leaving one devastated cadet and two disbelieving mares in his wake.)

Vapor: (softly, sourly) Thanks a lot.

(She clears out in the other direction as Twilight opens her mouth in a hopeless attempt to dissuade her. Giving it up, the winged unicorn trades a dismayed look with the blue pegasus before the view snaps to black.)

Act Three

(Opening shot: fade in to an extreme close-up of the upper edge of the Dizzitron, the spin-out recovery simulator used in “Wonderbolts Academy.” It is whirling madly away, and Angel Wings is the cadet in the hot seat at the moment. A longer shot picks out Spitfire and one of her junior instructors supervising the exercise, as well as a line of other cadets waiting their turn, all in goggles and tunics. Sky is at the head of it, Vapor at the tail. As Angel Wings goes flying off, zoom out slightly to put Twilight and Rainbow in the fore, looking on. Rainbow has removed her goggles.)

Rainbow: Do you think they’re still mad?

(The resentful sidewise glances that the two former friends aim at each other answers that one clearly enough. Sky faces front and steps deliberately toward the machine.)

Rainbow: Yeah. They’re still mad.

Twilight: This is all my fault. If we had just done things your way, maybe we could’ve avoided this whole mess.

Rainbow: No, it’s my fault. It hit me when I was watching Sky train with you. He wasn’t even trying.

(With the Dizzitron now stopped, the instructor snaps the restraining bar in place across Sky’s midsection and Spitfire throws the lever to fire it up. As the RPM’s build, the other cadets’ eyes rotate in their sockets to follow its motion—all but Vapor, who turns hers away with the clearest disgust. The wind peels Sky’s lips back from his teeth until the moment of release, but he does not even try to right himself; instead, he hurtles bonelessly away until a safety net held by four hovering pegasi arrests his momentum.)

Rainbow: Oh, no. He’s lost his confidence.

(On the start of the next line, cut to a longer shot that frames an irate Spitfire crossing to them and a dispirited Sky flying past, goggles on forehead.)

Spitfire: Do you want to tell me why one of my most promising students is flying like a balloon with a hole in it?! (Rainbow approaches.)

Rainbow: Uh…it’s a long story, but…we’ll fix it.

Spitfire: Yes, you will!

(She delivers a whistle blast forceful enough to send her subordinate tumbling backwards and stomps off. Down on the grass, Rainbow moans woozily at the sonic assault and rubs the feeling back into her ears.)

Rainbow: (looking up at Twilight) We really messed up, huh? (Tilt up to the Princess, who smiles and strokes her chin.)

Twilight: I have a plan.

(Rainbow shoots upright, all eagerness and anticipation. Wipe to Sky, now out of uniform and hovering just above the plateau, and zoom in slowly as he strains to pull off his favorite loop. After a couple of failed tries, he flops to the grass on his back and covers his eyes, but he pulls his hooves away as the camera zooms out to frame Twilight approaching on the start of the next line.)

Twilight: Hey, Sky. I thought I might find you here.

Sky: (very snarky) Well, apparently I need a lot of practice. (He stands up and paces a bit.) Guess I’m not the natural I thought I was.

Twilight: No. You’re not. (His eyes pop.)

Sky: Thanks. Good pep talk.

Twilight: I wasn’t a natural at friendship, but with some practice and some help from my friends, I got better. (She moves a bit closer.) And now I’m the Princess of Friendship.

Sky: (puzzled) So you’re saying I can be the Princess of Flying?

(Her expression takes on a slightly humoring quality, as if reminding herself to cut him a little slack for not being the sharpest tool in the shed. Wipe to Vapor, also out of uniform and sulking on a cloud; Rainbow swoops around to her and climbs up over the edge.)

Rainbow: You know, you’re really good. You’re lead-pony material.

Vapor: Huh. That’s sweet of you, but no. I couldn’t handle all the attention.

Rainbow: But you’ll never become a Wonderbolt if you’re too afraid to shine.

(She boosts herself onto the cloud, jostling the surface so that Vapor bounces slightly where she sits.)

Rainbow: That is what you want, right?

Vapor: Oh, not at first. I just wanted to be with Sky. (smiling) But learning to do all those fun tricks with you? It made me realize this is something I want for myself.

Rainbow: I was hoping you’d say that. Come with me.

(She dives over the side, Vapor following after a moment. Wipe to Twilight and Sky coming in for a landing on the grass and zoom in slowly. Rainbow leads Vapor down, this pair landing a few feet away from the first.)

Sky: (accusingly, pointing at Vapor) What’s she doing here?

Rainbow: Sky, Vapor was never trying to steal your spotlight. (pacing) She thought she was helping you.

Twilight: And Vapor, you shouldn’t have been so content to take a back seat.

(During this line, a flick of Rainbow’s rump propels Vapor into the space between and the camera cuts to her as Sky is pushed toward her. Rainbow then pops up between the estranged pair, a foreleg across each set of shoulders.)

Rainbow: Now you can either stay mad, or help each other and become two of the greatest flyers the Wonderbolt Academy has ever seen! (Pause.) Please pick the second option. I don’t want Spitfire to be mad at me.

(She zooms up, up, and away in a varicolored blur, leaving them to stare uncertainly at one another for a long second. Soon enough, smiles come across both faces; Sky offers a conciliatory hoof to shake, but Vapor goes one better by launching herself at him for a full-contact hug. Twilight and Rainbow trade a high five to celebrate getting them back together.)

(Dissolve to the wind machine on which Sky was training in Act Two. It is now late afternoon, and he and Vapor are back in their cadet tunics and goggles. He hovers in front of the discharge nozzle, while she and Twilight are up top; his confident nod is the Princess’s cue to pour in the glass of liquid floating in her aura. Just as before, the wind whistles out of the nozzle at gale force and starts to push him back.)

Vapor: You’ve got this, Sky!

(Freshly inspired, he kicks into third or fourth or twelfth gear and manages to push closer to the nozzle, holding his ground until the machine shuts down on its own. Twilight and Vapor smile at his improvement. From here, wipe to a hovering Rainbow and Sky; Vapor flies past in a curving, rolling path much like the one Rainbow tried to get her to do during her Act Two training. Just as before, she wipes out into a cloud; Rainbow grimaces a bit, but Sky smiles and heads out after her. As she perches on the cloud to get her bearings, he lands alongside.)

Sky: Focus on the cloud when you spin. It’ll help you fly straight when you come out of it.

Vapor: (nodding, smiling) Uh-huh.

(Lifting off she zeroes in on a different mass of water vapor, does a neat roll and loop-the-loop, and hits it straight on to burst it apart without slowing down. The two trade an ecstatic high five once she returns. Dissolve to a close-up of the sun in a clear blue sky—it is now the following day—and tilt down to Spitfire on the plateau, clipboard in hoof. Both of her junior instructors are on hand now. She glances up, pencil in teeth, and flies down the line of cadets on the runway. Sky and Vapor stand side by side at the far end. One yellow-orange hoof picks out the blue stallion, who salutes and does a lightning-fast vertical liftoff as one instructor starts a stopwatch.)

(Sky slaloms easily through a set of poles, drawing a cheer from Vapor, then threads his way through a zigzag line of rings with the same level of agility. Through a curved pipe, then a long, arcing descent that brings him in for a deft stop on the runway. He ends up just in front of Spitfire, who writes a bit as the instructor checks the stopwatch. Wipe to a close-up of Vapor going flat out and starting a roll; next, as Spitfire watches, she cuts a series of tight turns around a cloud to sculpt it as in Act Two. Sky watches from the ground, Twilight and Rainbow hovering a distance back; his goggles are up on his forehead now.)

Sky: Whoo! Yeah! (Laugh.)

(An irked glare from Spitfire prompts him to curb his enthusiasm. Vapor streaks down, sticking her landing as neatly as Sky did, and the wisps of vapor dissipate from the cloud she had been shaping. It now bears an excellent likeness of the pegasus mare’s head that forms the lead/wing pony badges given to cadets. Spitfire impassively jots notes. Now two vertical panels slide in from opposite sides to fill the screen, each showing a close-up of one cadet. Both pairs of goggles are pulled down over eyes, and both pegasi blast off to follow flight paths that are almost mirror images of each other. A rise; a loop toward and then away from center screen. From here, cut to a set of bleachers on which Twilight, Rainbow, and the cadets have taken a seat to watch the show. These last two are the only ones cheering; the cadets are all too flabbergasted to get any words out, and Spitfire and her instructors maintain their stoic demeanor.)

(The spilt resumes, with a corkscrew, a final rise, and a sharp descent that now has them pointed toward center screen. Eight hooves hit the runway, throwing up dust at the skidding contact, and the dividing line disappears as they come to a stop—practically nose to nose. They grin appreciatively at each other, but register surprise at the sound of cheers coming from the throat of the entire crowd of bleacher bums. After one last searching stare from Spitfire and her instructors, the mare in charge turns to the two cadets, who straighten up to their full height, and smiles. She has put away her clipboard and pencil.)

Spitfire: Congratulations.

(Close-up of them. As Spitfire continues, she reaches into view and pins a gold lead-pony badge to each tunic.)

Spitfire: (from o.s.) You’ve both made it into the Wonderbolt Academy!

(The instructors walk off, and Vapor tackles Sky to the tarmac in a joyous hug as Twilight and Rainbow approach. Spitfire turns to them.)

Spitfire: Whatever you did, it worked. These two have a lot of potential.  (The two trade a smile and grin.) Who knows? They might even be better than you, Crash.

(Being the nickname that Rainbow picked up during her less-than-amazing start with the squad in “Newbie Dash.”)

Rainbow: (laughing) Okay, let’s not get carried away. (Cut to Angel Wings, crossing to Sky/Vapor with goggles on forehead.)

Angel Wings: Um, I just wanted you to know, you two are my new favorite ponies in all of Equestria.

Rainbow: (from o.s., needled) Hey! (Back to her, Twilight, and Spitfire; the last two are grinning.) I heard that!

(The senior officer waggles her eyebrows, but Angel Wings, spooked by the outburst, flies away.)

Vapor: (to Sky) I can’t believe we did it!

Sky: You were great! Even though you can out-fly me— (nudging her chest) —you can be my wing pony anytime.

Vapor: Aww— (giggling, returning the nudge) —and you can be mine.

(They lift off, flying along the runway and doubling back. Cut to an extreme close-ups of Twilight’s and Rainbow’s cutie marks in turn, flaring to indicate a completed friendship mission, then to both mares glancing back at them. As the signal quiets down, they trade a high five and go airborne to start for home.)

(Dissolve to the entrance hall of the Castle, the camera positioned just inside the closed front doors. These open to admit Twilight and Rainbow, saddlebags on backs; the former is walking, while the latter is on wing. Throwing her gear to the floor, she touches down and allows herself a good full-body stretch. Twilight magically closes the doors and wipes her forehead in close-up.)

Twilight: Phew! It’s good to be home. (Pan to Rainbow.)

Rainbow: (sighing) You’re telling me. Now we can finally catch up with some Daring Do, I can make cider with Applejack—

(Her elucidation of any further plans is cut off by a knock at the doors. Twilight opens one of them with her magic, and she and Rainbow find a rather flustered Misty on the other side.)

Misty: Dash! I’ve been looking all over for you. Wonderbolt emergency. We gotta get back to HQ.

Rainbow: You gotta be kidding me! I was just there!

(She lets go with a frustrated, exhausted groan and flops onto her back, out cold. Twilight and Misty throw her a concerned look, then smile at each other over this bit of histrionics. Twilight adds a giggle as the view fades to black.)


TO WHERE AND BACK AGAIN—PART ONE

Written by Josh Haber, Michael Vogel

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a staircase within the Castle of Friendship. Twilight Sparkle and Starlight Glimmer make their way down, each levitating a box full of books, and Spike carries a third one after them. He begins to stumble and eventually falls, pitching his cargo away just before Twilight’s magic saves him from meeting the floor with his face. She lowers him safely onto his feet as Starlight magically repacks the box and sets it down with several others.)

Spike: Well, we don’t all have magical horns.

Twilight: I’ve been meaning to move these older books to my reference section for a while. Gotta keep the new books front and center. Thank you both for your help.

Starlight: Are you kidding? After all you’ve done for me, this is the least I can do.

Twilight: Oh, please. I haven’t done that much.

Starlight: Nah. You just taught me the value of friendship. Not much at all.

Twilight: I may have offered some guidance, but you are responsible for the pony you’ve become. (crossing to her, touching her shoulder) I’m proud to call you my student and my friend.

(As she speaks, Spike aims an intent, worried look across this space and walks o.s.)

Twilight: Now we just need to get rid of these boxes. Spike, can you…?

(She only stops upon realizing that he is no longer within easy reach; in fact, he has crossed to an open window and pulled himself partway up onto the sill to look out at the daytime sky.)

Twilight: Spike?

Spike: (pointing out) What’s that?

(His perspective: a tiny speck is approaching from a great distance. Cut to outside the window as Twilight and Starlight gather in behind him for a closer look.)

Twilight: Is it a bird?

Starlight: Is it a parasprite?

Spike: (suddenly panicked) It’s…it’s…INCOMING!!

(Cut to his perspective again on the second “it’s”—the speck resolving into a speeding Derpy Hooves—then to just inside the window on his last word. All three hit the deck with almost no time to spare before the flying pony sails in through the window and plows into the cartons of heavy reading. One of them is kicked aside to expose the cross-eyed face and prone form of Derpy, clad in a brown/white delivery uniform shirt and cap. Shaking a loose book off her head, she snaps upright and nips an envelope out of her stuffed saddlebags with her teeth.)

Twilight: (standing with Spike, crossing to Derpy) Oh! I usually get letters by dragon.

Spike: (proudly) It is the fastest way to get mail.  

(The Princess tries to pull the envelope free with her aura, but the gray mare refuses to loosen her jaws and instead turns to present it to Starlight, who is now up and moving toward her.)

Starlight: For me? (floating it to herself) Who’d be sending me a letter?

(The envelope is opened, the sheet within unfolded and read, and the blue eyes widen in surprise.)

Starlight: It’s…the ponies from my old village.

Twilight: Are they in danger?

Spike: Are they upset with you?

Starlight: No. It’s worse!

(She turns the page toward the others, showing the sunburst pattern of its letterhead.)

Starlight: They’ve invited me to the annual Sunset Festival!

(Her trepidation is met by a round of properly perplexed looks from the other three. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long overhead shot of the desert village Starlight used to rule in “The Cutie Map,” seen from the ridge overlooking it, and zoom in slowly. It is daytime. From this distance, things are much the same as they were—two parallel rows of houses, with a single road leading down to the plain and running between them—but two key changes have been made. The house at the far end, where Starlight had lived, has been demolished and replaced by a large tree; and balloons and banners are on display up and down the block. Cut to the main thoroughfare and zoom out slowly as she steps hesitantly into view. Before her is a panoply of party paraphernalia: balloons, banners, strings of pennants, snack tables, and plenty of ponies hard at work on the setup. She stops, lets out a long-held breath, and grins as best she can while entering the village.)

(Up above, a banner is levitated onto a rope strung between rooftops. It depicts stylized likenesses of a smiling Double Diamond, Night Glider, and Party Favor—three of the ponies she had brainwashed into her equality movement—against a backdrop of a vividly colored setting sun and clouds. Zoom out to ground level, showing Party lifting it and Double watching; one pinkish-violet hoof touches down on the hardpan, and they are rather surprised to find her waiting for them with a tremulous smile.)

Starlight: Uh, hey there, everypony.

Party: Uh…hey, Starlight. What are you doing here? (More disbelieving ponies gather around.)

Starlight: I-I…I was invited. (floating invitation up) To the Sunset Festival?

(Surprise shifts into mild hostility on the part of the two stallions.)

Double: Uh, yeah— (Party wraps his field around the paper.) —but we didn’t think you’d actually show up.

Party: You didn’t think we really wanted you here, did you?

(Double’s front hooves become a blur of white as he shreds it to confetti, letting the bits rain down over Starlight in close-up.)

Starlight: But…I apologized. I thought everything was fine.

(Derisive laughter from the o.s. pair throws her for a loop or three, and a longer shot frames her backing slowly away from them as more gather to add to the mockery. Right behind her are Night and Sugar Belle; their voices ring in Starlight’s ears along with all the others. Close-up of her stricken expression, zooming in slowly.)

Starlight: Please…stop…STOP!

(And they do, as if the cacophony of voices had been shut off with a switch. When she cracks one eye open for a look, she discovers that night has abruptly fallen and the street is deserted. Mist begins to creep in from the surrounding arid flats, blanketing the ground, as the full moon shines among the stars.)

Starlight: What happened? (louder) Is anypony there?

(The blue eyes sweep across the area; cut to one densely fogged patch as a familiar dark-coated winged unicorn emerges, her mouth curved up into a small smile.)

Starlight: (from o.s.) Princess Luna? (Cut to frame both.) W-What are you doing here?

Princess Luna: Dreams are my domain, Starlight Glimmer. I am here because you need me to be.

Starlight: (relieved) Oh! It’s only a dream!

Luna: It may only be a dream— (moving a bit closer) —but the feelings in it are real.

Starlight: (sighing heavily) Great. So I guess I’m more afraid of going back to the village than I thought. What do I do now?

Luna: I have been helped time and time again by six very special ponies. They helped me overcome my past. You are fortunate to have them as friends. (touching Starlight’s shoulder) I suggest you share your concerns with them.

(She turns away and begins to walk, a cloud of stardust lifting her slowly off the ground, but stops as she begins to speak again.)

Luna: I see much of myself in you, Starlight Glimmer. And I can tell you from personal experience that things do indeed get better.

(Seeing the unicorn break into a grateful smile, she resumes her aerial exit and disappears against the moon with a flare of white that fills the screen for a moment. It fades to show the great orb hanging in the night sky, and the camera zooms out quickly to stop within Starlight’s bedroom in the Castle. It is perhaps a bit more cluttered than when it was seen in “Every Little Thing She Does,” and she sits up from her uneasy sleep in the bed.)

Starlight: Huh?

(A look around convinces her that nothing is out of the ordinary, but her mind is far from easy. Dissolve to the upper reaches of the throne room, and tilt down on the start of the next line to frame the central map table, which is bare. Twilight, her friends, and Spike are in their seats around it, and Starlight stands between Fluttershy and Pinkie Pie.)

Starlight: And Princess Luna said I should tell you all how I was feeling. So…there it is. (Close-up.) I’m afraid to go back to the village for the celebration.

Rarity: But why, darling? You went back to apologize. They accepted. Everypony has moved on.

Starlight: But have they? They don’t really know how much I’ve changed. (suddenly fearful) Or even worse, maybe I haven’t changed as much as I think I have!

Rainbow Dash: Trust me. You are a totally different pony now. I mean, you were pretty awful.

Applejack: (sharply) Rainbow Dash!

Rainbow: What? She was! It’s a compliment!

(The workhorse turns her face aside to spare Rainbow the full brunt of a supremely disgusted glare. Cut to Fluttershy, who gives Starlight an encouraging smile.)

Fluttershy: I don’t think they would’ve sent the invitation if they didn’t want you to come. I’m sure they’d be happy to see you.

(There is the sound of hooves hitting the table; pan quickly to Starlight’s other side on the start of the next line. Pinkie has shot out of her seat and is leaning toward her, plenty worked up.)

Pinkie: And getting an invitation to a party and not going? That’s like…it’s like… (She calms down.) …well, I don’t know what it’s like, but it is definitely bad.

Applejack: Just be honest with them. I’m sure they’ll understand where you’re comin’ from.

Twilight: I understand how hard this is for you. Maybe if you took a friend along, it might make things easier. (knowingly) Somepony you trust who would look out for you?

(The obviousness of her ploy, and the hopeful grin that follows it, make Spike cross his arms and look away with the faintest touch of exasperation. Cut to a close-up of Starlight and zoom in slowly as she puts a hoof to her chin, the mental machinery kicking into gear. The next shot is a close-up of Trixie, leaning out through a pair of open swing-out windows on her wagon and straightening up with the strap of a pair of saddlebags in her teeth. Around it, her mouth has curved into a big smile. She sets the luggage down inside; cut to a longer shot. The wagon is parked right outside the Castle, the windows are set in the front end, and Starlight levitates a cooking pot up to her from a pile of gear on the ground as Spike adds to it. Twilight directs a slightly strained grin toward the working party. It is daytime.)

Starlight: Thanks so much for doing this, Trixie. When Twilight said I should bring a friend, you were the first pony I thought of. (Trixie ducks in and pops back out at a side window close to Twilight.)

Trixie: Great idea, Princess Twilight. Asking me, Starlight’s best friend, to help her on this difficult journey really shows how wise a princess you have become.

(As full of herself as always; Twilight narrows her eyes at her during this line and gets a poke in the nose at the end of it. However, the mildly affronted Princess gets a grin back in place and makes her best shot at good humor.)

Twilight: Thanks, Trixie. (sourly, whispering, to Spike) I was talking about me!

(The little dragon works up a grin of his own as the rest of the gang arrives. Trixie is now out of the wagon and has donned her starry wizard’s cape, and she floats the matching hat onto her head.)

Starlight: The Festival lasts a whole week, but I’m sure we won’t stay that long.

Trixie: Oh, I don’t know, Starlight. (pulling her closer) Time really flies when you’re spending it with your best friend!

(Giggle; as Starlight pulls away to see to the equipment, the blue unicorn shifts her smug smile to Twilight and Spike. Twilight’s fixed grin is offset sharply by one ever-so-slightly twitching eye and the pained laugh that slides out through her locked teeth. Cut to Starlight, walking along a road that leads through Ponyville and waving goodbye as Trixie catches up, now in harness and pulling her wagon. Shouts of farewell from the o.s. group; cut to them and zoom out slowly.)

(Dissolve to the long overhead shot of Starlight’s village seen earlier. The two traveling mares approach the edge of the overlooking ridge.)

Trixie: There it is! (Close-up; they stop.) The town where you—

Starlight: —magically stole everypony’s cutie mark, replaced them with equals signs, and forced them all to hide their natural talents? (resignedly) Yes.

Trixie: (mildly offended) I was going to say “where you came from.” (smiling) But yours is a more…emotionally traumatic answer.

Starlight: (sighing) I just want to blend in, be just another pony in the crowd enjoying the Sunset Festival with my friend.

Trixie: Sounds good to me. And if things get weird for you, just let me know. I’ve got your flank.

Starlight: (smiling) Is that a promise?

Trixie: Not just a promise.

(She shucks out of the harness and rears up in full ham mode, holding a small object.)

Trixie: A Great and Powerful Promise!

(The item is thrown down, detonating in a screen-filling burst of light blue smoke that triggers a coughing fit. The view clears to show both of them standing right where they were and waving off the last of the fumes.)

Starlight: Well, I couldn’t ask for more than that. If we’re gonna do this, let’s do it.

(They start walking down the path toward the village. Dissolve to its main street and zoom out slowly as they step into view. Trixie gives Starlight a reassuring smile and nod, and the same banner the former despot saw in her dream is levitated up as she moves toward Double and Party. Both stallions turn and smile in her direction the moment her hoof clomps down on the dirt, Double voicing a cheerful little laugh as well.)

Double: Starlight! You came! (She manages a strangled little laugh and wave.)

Party: We were worried you wouldn’t be able to make it! Are you staying the whole week?

(They move closer, and a contingent containing Night and Sugar does likewise from behind.)

Party: We have different events planned each day!

Sugar: How is it living in a castle?

Double: (clapping) It is so good to see you!

Trixie: (aside, to Starlight) Oh, yeah. These ponies are terrifying.

(She stifles a giggle as Starlight rolls her eyes and groans softly. Zoom out as the latter looks at the ponies gathered behind her with a smile.)

Starlight: It’s good to see all of you too.

Party: You got here just in time. We were having some debate about these banners.

(Pan/tilt up to follow his pointing hoof toward two banners in different designs, held aloft by a few pegasi. He pops up in front of them.)

Party: Which do you think feels more sunset-y?

Starlight: (backing away, laughing nervously) O-Oh, you don’t need me to decide that. Whatever you think is probably best. (Trixie is slightly dismayed at her demurral.)

Double: Uh, well, how about helping us with the routes for the relay races tomorrow? (Party nods.) Uh, can you take a look?

Starlight: Oh, I…I shouldn’t. You all go ahead. (Close-up.) I-I just want to enjoy the Festival. (Zoom out to frame Sugar on the start of the following.)

Sugar: But you will be in touch for the baking competition, right?

Double: We had a few questions about the order of the acts for the talent show.

Night: And the unicorns have a fireworks show planned! We could really use your help.

(In almost no time flat, Starlight finds herself thickly ringed in by ponies shouting questions and clamoring for advice. The only one to remain silent is Trixie. Cut to an extreme close-up of Starlight’s sweating face and zoom in slowly as her eyes dart back and forth and her teeth chatter uncontrollably. When the strain finally reaches a breaking point, she squeezes her eyes shut and the camera cuts to an overhead shot of the entire gathering—she lost at the center, Trixie at the outer edge. A spot of white light kindles among the mass of equine bodies and bursts outward as a hemispherical wall of force to propel all but Trixie toward the houses.)

Starlight: NOOO!!

(She ends up hunched down to the ground, hooves over eyes and shivering as if she had just been dunked in a half-frozen lake, as the traveling magician stares wonderingly around at the dazed locals. They straighten up, shaking their heads clear, and Trixie does some very fast thinking to cover for the mini-meltdown.)

Trixie: The Great and Powerful Trixie would like to thank you all for being such an amazing audience. Sadly, it is time for us to depart. Good night, fillies and gentle-foals!

(She throws down a smoke bomb like the one she set off on the ridge, filling the screen for a moment and leaving the spectators to cough their lungs clear. Perplexed murmurs start to spread among them as they realize that both Starlight and Trixie have vacated the street. The two are, in fact, galloping side by side and out of town; Trixie has spread her cape over Starlight to hide her from view. Snap to black.)

Act Two

(Opening shot: fade in to a long overhead shot of the village. Zoom out to frame Starlight and Trixie plodding away from the ridge, Trixie pulling her wagon.)

Starlight: (groaning loudly) I was horrible when I led that town! I was ready for them to not trust me, but…I wasn’t ready for them to put me in charge again! With my past, I should never be in charge of anything!

Trixie: So you messed up. Big deal.

(They stop and she lets her eyes flick furtively around the vicinity before continuing.)

Trixie: (whispering) Don’t you ever tell another pony I said this— (normal volume, smiling) —but even Trixie’s made mistakes. (Giggle.) I know. The trick is to just move on and pretend they never happened.

Starlight: (smiling teasingly) I feel like that’s almost good advice.

(They move out again. Wipe to a Ponyville street; they make their way down the block as Pinkie hops past in the fore.)

Starlight: Hey, uh, Pinkie Pie! (Pinkie stops; she gallops over.)

Pinkie: Hey…you!

Starlight: So, you’re probably wondering why I’m back so soon.

Pinkie: Where were you?

Starlight: (very slightly perplexed) I went to my old village…for the Festival?

Pinkie: Ooh! Sounds fun! How was it?

Starlight: (hanging head) It was kind of a disaster. I came back early because I freaked out.

Pinkie: (waving) Ooh, sounds awful! Bye!

(Throughout this exchange, the pink pony has spoken her lines is a tone that feels a bit forced and slightly off kilter from her normal bubbly cadence. She goes back to hopping along, leaving an extremely bemused unicorn in her wake. Trixie tows the wagon over to Starlight.)

Starlight: That was…strange.

Trixie: (floating hat/cape/harness off) Isn’t she always strange? (Applejack and Rarity pass, several yards away.)

Starlight: Yeah, but not like that. (calling to them) Hey!

(She trots across to the two new arrivals, who stop in the middle of the street.)

Starlight: I’m back early.

Rarity: Ahhh! Welcome back. (Trixie joins them.)

Starlight: Have you two noticed Pinkie acting a little strange?

Applejack: Pinkie Pie always acts strange.

Trixie: (smirking, to Starlight) Told you.

Starlight: Anyway, I wanted to talk to all of you. Things didn’t go the way I thought they were going to go at the Sunset Festival.

Rarity: What happened? (Close-up of Starlight.)

Starlight: I kind of freaked out and ran out of the village.

(The sound of raucous laughter from both Applejack and Rarity completely floors her; cut to them.)

Applejack: You freaked out and ran away from a festival? (Laugh; Rarity snickers silently.) That’s the funniest dang thing I’ve heard all day!

Rarity: (laughing aloud) Oh, my! Let me guess. The decorations were terrifying!

(Another round of less-than-kindhearted mirth puts Starlight even farther off balance; she glances at Trixie, who only shrugs helplessly, and in short order Fluttershy and Rainbow arrive. The yellow pegasus flips a foreleg around the white unicorn’s shoulders and whispers in her ear; the words cannot be made out, but the expressions on both faces only add to the overall impression that something is very much out of whack. Rainbow adds to it by shoving Applejack roughly aside and addressing Starlight in a tone that is a bit higher, less scratchy, and much less hospitable than her usual one.)

Rainbow: Hello, ponies. We need Rarity and Applejack. Very important friendship business.

(Exeunt the quartet, Rainbow adding a contemptuous flick of her tail. Starlight finds herself at a total loss for words.)

Trixie: I have to say, I’m really not as impressed with your friends as the rest of Equestria is. (Starlight thinks for a moment, hoof to chin; then her eyes widen.)

Starlight: I need to talk to Twilight.

(She gallops off. Cut to the closed front doors of the Castle; she races up the steps and tries to pull one open with her magic, but it remains stuck fast and she has to knock instead.)

Starlight: (voice raised) Twilight? Hello?

(A narrow panel slides open to expose Spike’s suspicious green eyes peering down at her from the other side.)

Spike: What do you want? Twilight’s very busy!

Starlight: (normal volume) Spike, I really need to speak with her.

Spike: (very snarky, rolling eyes) Make an appointment. She’s a princess, after all.

(The panel is slid to, shutting out the confounded mare.)

Starlight: (knocking again) What’s wrong with you? Why are you being so…

(She has trailed off because Twilight’s aura has enveloped both doors and flung them open. Spike has been using a stool to reach the panel, and the resident Princess walks up next to him, looking rather out of sorts.)

Twilight: Rude? I think a certain dragon didn’t get his nap today. (Under her glare, he climbs down.)

Spike: (dragging stool away) Yeah, right, whatever. (Just inside; Starlight steps in.)

Twilight: Sorry. He’s been acting a little off all day. I think he missed a meal or something.

Starlight: He’s not the only one. Everypony’s acting a little strange today.

Twilight: (smiling suddenly) Yes! It’s definitely been one of those days. How are you?

Starlight: (hanging head) Not great, actually. (stepping forward; Twilight backs up) You’re probably wondering why I’m back from the village so early.

Twilight: I didn’t want to bring it up, but yeah. It did seem strange. Did it not go well?

Starlight: The towns-ponies kept asking me things, like they expected me to be in charge again. But being a leader is the last thing I should ever be. So we left. Very suddenly. In a literal puff of smoke.

Twilight: Wow. You should definitely never go back to that village.

Starlight: (dumbfounded) What?

Twilight: (stepping forward; Starlight backs up) If you were worried about what they thought of you before, it’s probably way worse now. I’d cut my losses.

Starlight: (backing away a little farther) That’s surprising advice, coming from you.

Twilight: Trust me. I’m the Princess of Friendship. You don’t need those ponies. You can always make more friends.

(She grins broadly as the nearest set of double doors opens and Rainbow leans out to beckon impatiently.)

Twilight: Ah! Speaking of friends, if you’ll excuse me, important business to attend to.

(She gallops in after Rainbow and a scowling Spike leans into view. He points back and forth between his own eyes and Starlight’s direction in the classic “I’m watching you” gesture, then turns and runs for the doors, which slam shut behind him. Cut to a long shot of Starlight standing just within the closed front doors, and zoom out slowly as she walks away toward a side passage.)

(Dissolve to a long shot of the Castle, the sky above it darkening from day to full-moon night, and cut to her bedroom. Her face betrays her deeply troubled state of mind as she crosses to her bed.)

Starlight: “Cut my losses”? (A bit of horn work pulls the blanket down.) That can’t be right.

(Hopping onto the mattress, she settles the blanket over herself, puts out the lamp hanging by the window, and is instantly asleep. A wavering dissolve puts her back on her old stomping grounds, walking down the empty, mist-swirling street that is still bedecked for the Festival. The only moving things are a couple of tumbleweeds that blow forlornly past in a chance breeze—that is, until doors swing open and stony-faced ponies start walking across in front of Starlight.)

Starlight: (pacing after Double) Hey! I wanted to apologize for my behavior earlier. (No response; Party crosses in the other direction.) Party Favor! (waving toward him) Can you hear me?

Twilight: (from o.s., very cross) I told you, you could never speak to them again!

(Looking straight down the way, she finds the Ponyville six advancing resolutely toward her, naked hostility scrawled across every face.)

Starlight: What are you all doing here?

Twilight: Making sure you do what I said! I’m your teacher, aren’t I? (All close in.) Didn’t I say to never come back here?

Starlight: (backing fearfully away) Yes, but that just doesn’t seem right. You aren’t acting like yourself.

Starlight, Luna: (Luna o.s.) Something is wrong!

(Hearing that royal voice overlaid on her own brings all seven mares up short. In a shot from Starlight’s perspective, a sudden strong eddy of wind causes the antagonizing six to disintegrate into puffs of dust.)

Starlight: (wonderingly) A dream! (Back to her.) This is another dream!

Luna: (from o.s., whispering) Starlight Glimmer!

Starlight: (looking around) Princess Luna?

Luna: (from o.s., louder) Starlight Glimmer!

Starlight: Princess Luna, where are you?

(The moon starts to behave a little funky by glowing brighter than normal—and then Luna puts her head and forelegs up through its outline as if it were a window, hanging on for dear life.)

Luna: Starlight Glimmer, there is no time! You must get help!

Starlight: What? What are you talking about? This is just a dream!

Luna: Not here! In the waking world! They’ve taken my sister and I! (She starts to get pulled back.) It’s worse than the last time! Your dream called to me and I was able to break through! You must find help!

Starlight: What are you saying? Who’s taken you?

Luna: Be careful who you trust! You’ll need all the help you can find! The changelings have returned! I—

(One of them reaches into view through the moon’s aperture and drags her bodily out of sight; the added glow fades away. “The last time,” then, can only be the changeling invasion of Canterlot during “A Canterlot Wedding.”)

Starlight: PRINCESS LUNA!!

(She breaks into a headlong gallop away from the moon as the entire scene breaks apart into threads that are vacuumed up into its light, leaving the screen black. Finally its pull overwhelms her as well and sucks her into itself as it shrinks away to nothing, completing the blackout.)

(Snap to Starlight in bed and zoom in to an extreme close-up as she sits bolt upright, sweat running down around her bugged-out eyes as she heaves desperately for breath.)

Starlight: They’re back!

(Snap to black.)

Act Three

(Opening shot: fade in to a long shot of the Castle, seen from one side rather than straight on. Trixie’s wagon is parked out front, and the camera zooms in slowly as Starlight levitates herself off one balcony and down into a bush. In close-up, she pokes her head up from the foliage, a few bits of it sticking to her mane, and scopes out the lawn until she claps eyes on the wagon. A quick duck back into the bush, and she hurries across to deliver a furtive knock at the door, the leaves falling away from her head.)

Starlight: Trixie! Trixie, it’s Starlight! Are you awake?

Trixie: (drowsily, from inside, muffled) Of course, Princess Celestia. I’d love to perform for peanut butter crackers.

(Starlight finds herself totally unable to make head or tail of this utterance, but redoubles her knocking.)

Starlight: Trixie! Wake up!

(The vehicle starts to shake and rattle on its axles, but what comes out is a sudden salvo of fireworks from the side window, front end, and roof. Once the impromptu light show ends, a tendril of dark gray smoke begins to curl from the window, which slides up so the blue unicorn can hang her head over the sill and clear her lungs and streaming eyes. She is wearing a dark blue, tasseled nightcap decorated with her favorite star pattern.)

Trixie: (woozily, rubbing eyes) Starlight? What time is it?

Starlight: It’s late. I think I’ve figured out what’s wrong with my friends.

Trixie: (yawning) I have a whole list of things that are wrong with your friends. We can go over it in the morning. (Pulling her head inside, she shuts the window.)

Starlight: (half-sobbing) No! Trixie, we’re in danger!

(She dispenses with the pleasantries and simply fires up her horn to drag the sleeper out thrrough the rear door, waking her up in a very big hurry.)

Trixie: (sighing) Okay, fine! Aside from lack of sleep, how are we in danger?

Starlight: I think the…

(She cuts herself off sharply and fires a distrustful glare straight at Trixie.)

Starlight: What did you tell me never to tell another pony?

Trixie: (rolling eyes) Starlight, if you woke me up to play guessing games— (Starlight leans across and grabs her.)

Starlight: After we left my village! What did you tell me to never tell another pony you said?

Trixie: (sighing, mumbling heavily) That even Trixie’s made mistakes.

Starlight: Trixie, there’s no time for this! What did you say?

Trixie: (pushing her back) That even Trixie’s made mistakes! Okay? (viciously) Are you happy?

Starlight: (sighing, relieved) Yes. Sorry. I just had to make sure you weren’t… (whispering) …one of them!

Trixie: (whispering) One of who?

Starlight: A changeling! I think they’ve taken Princess Celestia and Princess Luna!

Trixie: What?!? Are you sure? (She fidgets in place; Starlight peeks around a corner.) I mean…what do we… (pulling her back, whispering) …we have to tell Twilight! (Zoom in slowly on Starlight.)

Starlight: If I’m right, then it’s too late for that.

(Wipe to the darkened entrance hall of the Castle, the camera pointed at the closed double doors. One of them swings open, slowly and with almost no noise, and she eases her head in to scope out the place. Finding it empty, she signals behind herself with a hoof and enters, followed by Trixie without her nightcap. The latter pauses just long enough to close the door softly with her magic. Indistinct murmuring voices are heard in the distance, and the two soon locate the source—a slightly ajar pair of doors from which a shaft of light is shining out into the corridor. The voices resolve into those of Twilight and company as they sneak up to close range, the camera cutting to just inside these doors as they get eyes and ears to the opening.)

(A zoom out frames the throne room, populated with mares who are operating far outside normal parameters. All but Twilight are immediately visible; Applejack paces the floor, eating a bite from a pear and tossing the rest over her shoulder, and the others are in their designated seats. Fluttershy sprawls out with hind legs propped on the central table; Pinkie is taking a nap; Rainbow and Rarity are talking in a most malicious manner. Cut to an extreme close-up of one vertical surface, on which Spike is drawing an unflattering caricature of Fluttershy in green crayon, then cut to a longer shot of the two. He is using the side of her throne as his canvas; without a word, she shoves him away hard enough to scare a yell out of him and send him tumbling against Pinkie’s throne. Irked at having been woken from her snooze, the pink pony grabs the back of his head and slams his chin against the table edge; down he goes like a sack of potatoes. She and Rarity smile viciously as his pained moan floats up from floor level, Rarity adding a nasty little giggle. Neither Starlight nor Trixie can believe that such blatant abuse and disrespect for royal property have just occurred right before their eyes.)

(Pinkie blows Spike a raspberry as he gets to his feet and Twilight enters the room to take her seat. Three small, flat black stones are placed on the table.)

Twilight: Is it ready?

Applejack: (holding up a fourth) Just one more.

(Extreme close-up of this one as it is slid to a certain spot. The outer surface is scored in such a way as to resemble the head and wing coverings of a beetle, and the latter sections swing apart and pivot forward to expose a glowing, sparking yellow-green core. An overhead shot of the table shows that the four stones have been arranged to form a square. A beam of crackling white/green energy travels from the opened one to the next in line, triggering it, and the process continues until all four are active and the square has been closed in.)

(Cut to tabletop level and zoom out slowly. A framework of stretchy, slimy filaments materializes in the shape of a rough cone, raising the devices and pushing them against one another. Once they connect, a flare of white light issues upward from them and resolves into a swirling vortex edged in black and lurid green. At its center appears a slightly washed-out image of the face of Chrysalis, the changeling queen; all seven bow to it. As in her attack during Part Two of “The Cutie Re-Mark,” her voice does not carry the buzzing undertone of her debut ninety-one episodes ago.)

Starlight: Queen Chrysalis!

Chrysalis: (groaning) I can’t take any of you seriously when you look like that.

Twilight: Oh. Right.

(Licks of green fire wash over all seven, one by one, and leave them exposed as changelings.)

Chrysalis: Much better. Now report. (The one who had been Twilight speaks up, nasally and full of malice.)

“Twilight”: Everything here is going according to plan. We’ve replaced the six ponies and their dragon and have taken control of the Castle. (“Applejack” nods.)

Chrysalis: Excellent. And I’ve just received word that the Princesses from Canterlot have successfully been replaced as well.

(A round of cheers and laughter greets this news; cut to just outside the doors, Starlight and Trixie ducking away from the light and grimacing in shock, then back to the videoconference.)

Chrysalis: We thought too small last time. One pony-napped princess wasn’t enough. With all the most beloved ponies of Equestria taken care of, nopony can stop us!

(She lets a rich, unhinged laugh bubble up from her throat and her partners in crime are all too eager to share in the mood. The viewing window shrinks away to nothing, and the communications setup dismantles itself to become four plain black stones arranged in a square again. Outside, Starlight and Trixie realize that their eavesdropping is done; Starlight pushes the open door back toward the frame, but a creak from the hinges brings all the insect-like heads around in a hissing, spitting fury. In very short order they have resumed their guises, and a gesture from “Twilight” sends the other six out to investigate.)

(Out in the corridor, the throne room doors are flung open so the group can exit, with “Twilight” bringing up the rear. Two faint, shimmering outlines can be seen against the back wall, but none of them take any notice—an invisibility spell cast on the two unicorns, with the shimmer added so the viewer can tell where they are. After the fakers have passed, zoom in slightly on them; each opens a pair of eyes, watching as all but “Twilight” fan out into different corridors. The last of these stops at an intersection, sniffs the air carefully, and begins to walk back toward the throne room. Starlight and Trixie squeeze their eyes shut as “Twilight” leans close enough to put herself nose to nose with them. A few more sniffs, a disgusted grimace, and she moves off again. Only after she has rounded a far corner do they let the enchantment drop, Trixie coughing and gasping for breath after holding hers throughout all of this. She goes into a hyperventilation fit, but instead of passing her a paper bag, Starlight grabs hold of her and teleports them both out of the joint. They rematerialize next to the wagon parked outside.)

Trixie: I can’t deal with this! I’m just a performer! This is…this is princess-level stuff! But the changelings have all of the Princesses! We’re doomed! (She drops into a shivering huddle.)

Starlight: (patting her) Maybe not. Uh, Queen Chrysalis only said they took Luna and Celestia— (Trixie stands.) —and obviously Twilight and the others. But maybe Cadence is still safe. Our best bet is to get to the Crystal Empire before the changelings do. That way, we—

(She is cut off by the male voice of a northerner that instantly sparks a bit of puzzled recognition on her part. As for Trixie, she just shifts into confusion and panic.)

Thorax: (from o.s.) There’s no help coming from the Crystal Empire.

(He emerges into view, pushing through a nearby stretch of bushes to face the two mares straight on. One detail about his appearance has shifted since “The Times They Are a Changeling”: his wings are no longer translucent like those of other changelings, but have taken on a glittery sheen. The sight of him sends Trixie into a rearing, screaming tantrum, but the sound lasts only a moment before Starlight encloses her in a field to silence it.)

Starlight: Thorax?

Thorax: Yes?

Starlight: Your wings look…different.

(He glances back at them and gives an experimental flap that sends ripples of light off their surfaces.)

Thorax: I guess they do.

(Trixie pounds on the barrier and keeps screaming soundlessly; meanwhile, Starlight shifts her features into a suspicious glare and starts to back him up slowly toward the bushes, horn ablaze.)

Starlight: How do I know you aren’t some other changeling pretending to be Thorax?

Thorax: You were there when Spike defended me to the ponies of the Crystal Empire. Princess Twilight said…

(And now he is Twilight, voice and all.)

Thorax/Twilight: As the Princess of Friendship, I should set an example for all of Equestria. But today, it was Spike who taught me—

Starlight: (hastily) Okay, okay. I believe you. We don’t need the whole speech.

(Thorax reverts to his normal self; within the force field, Trixie has done her best to get as far away from him as possible.)

Starlight: Trixie, this is Thorax. He’s a reformed changeling. He’s on our side. Understand?

(The blue captive nods, and the spell breaks to drop her on her rump. Thorax crosses to her with a friendly smile and a hoof extended to shake.)

Thorax: Hi. It’s a pleasure to—

Trixie: (shivering) If Starlight says you’re on our side, I believe her. (waving him back) But maybe just stay over there for now, okay? (He backs up next to Starlight.)

Starlight: What did you mean, there’s no help? Did the changelings get Cadence too?

Thorax: (voice hitching a bit) They took Cadence, Shining Armor, and Flurry Heart. Sunburst sent me here to get Princess Twilight’s help, but…but it sounds like it’s too late for that too. (stepping toward Starlight) So what should we do? (Trixie comes up on her other side.)

Trixie: Yeah, Starlight. What are we gonna do?

(The bright blue eyes flick from one to the other in a long moment of indecision.)

Starlight: I-I…I don’t know. (pacing) There has to be somepony else who can handle this!

Trixie: There is nopony else! Everypony with powerful magic is already gone!

(Another familiar male voice cuts in, this one unctuous in tone. It is accompanied by the lazy wave of a long, red, scaly tail that ends in a tuft of white hair. Zoom out slowly to show it dangling into view from the roof of Trixie’s wagon.)

Discord: (from o.s.) You know, whenever ponies talk about powerful magic, they always leave me out.

(Cut to just behind the three gobsmacked observers. The draconequus has draped himself across the roof and is knitting a doll in the likeness of Fluttershy’s rabbit Angel.)

Discord: If I weren’t so evolved, I might decide to take it personally. (smiling down at them) Well, isn’t this quite the combination of secondary characters? (a bit puzzled) Where are Twilight and the girls?

Starlight: (stepping a bit closer) First, how do we know that you’re really you?

(The chaos master shoots her a needled glare and snaps his talons. In short order, three nearby flowers uproot themselves and start dancing on the grass, a tree becomes a giant cuckoo clock whose door opens so that his lion paw can extend with a squirrel in its grip, the sky goes a most unnatural shade of pink, and the turf under the trio’s hooves becomes soapy water. Starlight and Trixie lose traction, thudding down on rump and belly respectively, while Thorax gets some air under his hooves to avoid the slip. A longer shot of the area reveals further radical changes: one Castle window is upside down, a small patch of its exterior architecture is now floating free on a tiny island, the ground in the distance has become custard, and Trixie’s wagon has turned into a giant purple pumpkin with wheels made from tightly rolled vines. She gets to her hooves.)

Discord: Shall I continue?

Starlight: Chrysalis and the changelings are back. (standing up) They’ve pony-napped all of the most powerful ponies in Equestria! (Close-up of his bored expression; he yawns as she continues o.s.) Celestia, Luna, Cadence, Shining Armor, Flurry Heart, Twilight and her friends…

(This last bit jolts him out of his lapse into ennui with a small gasp; cut to frame all four again.)

Starlight: …we need to—

(All of the wackiness he has just unleashed reverses itself in a flash, even without his snap. He leans hard into her face, all joviality replaced by ice-cold fury.)

Discord: (quietly, menacingly) They took Fluttershy?

Starlight: Yes!

Discord: (pupils briefly igniting) Where?

Starlight: The Changeling Kingdom. With you on our side, I can—

(The talons snap in front of her face, whiting out the screen. Snap to a small forest clearing, slivers of orange-brown sky visible through the trees. The four poof back into being here; Starlight and Trixie are loaded down with equipment, and Discord stands upright with a full pack on his back. He is wearing a scarf, and Trixie has her wizard’s hat on. The only one without any gear or accessories is Thorax. All four glance around themselves with a measure of perplexity.)

Discord: Odd. (picking up a boulder, looking under it) I was trying to take us right to Fluttershy, but there is no Fluttershy.

(He lets his eyeballs stretch down from their sockets until they are long enough to touch the exposed spot, and they twist this way and that in search of clues. No luck, so he slams the rock back in place and stands up to full height, his personal optics back where they belong. Now the edge of a ridge or cliff is just barely in view before them. As Discord strokes his beard in cogitation, Trixie voices a fearful little shudder and steps closer to the drop-off.)

Trixie: (pointing ahead) I think I have a pretty good idea where she might be.

(All eyes turn to follow her hoof; cut to just behind the group and pan slowly away from them. What lies ahead is a waste of craggy rock formations, dotted with only the very occasional, very dead tree. Standing at the center of this desolate landscape is a tall, foreboding gray structure that resembles a cluster of stalagmites pocked with holes from top to bottom like a hunk of petrified Swiss cheese. Minute black specks can just be discerned flying toward and around it. Back to the four adventurers.)

Thorax: Oh, I’d hoped to never see that place again! Now what?

(Based on the events of “The Times They Are a Changeling,” this place can only be the Changeling Kingdom. Starlight finds herself on the receiving end of three questioning gazes and is not at all comfortable about her inability to come up with a quick answer. In close-up, she catches her lower lip in her teeth as the camera zooms in slowly. Cut to a “To be continued…” title card and snap to black.)

Continued in Part Two


TO WHERE AND BACK AGAIN—PART TWO

Written by Josh Haber, Michael Vogel

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Tim Stuby

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: snap to a “Previously on My Little Pony” title card, then cut to the long overhead view of Starlight Glimmer’s old village seen at various times in Part One. It is daytime. Zoom in slowly; on the next line, cut to Double Diamond and Party Favor, interrupted in the midst of decorating for the Sunset Festival by her arrival.)

Starlight: (voice over) It’s…the ponies from my old village.

(Mocking laughter comes at her from all directions—this is the bad dream she experienced in Act One—and the view cuts to her bedroom within the Castle of Friendship as she wakes up during the night.)

Starlight: (voice over, relieved) Oh! It’s only a dream!

(Extreme close-up of her sweating, jittering face, zooming in slowly.)

Starlight: (voice over) With my past, I should never be in charge of anything!

(On the end of this, the camera cuts to an overhead shot of her in the village’s main street at the end of Act One. Buried in a knot of advice-seekers, she conjures her force field to throw all but Trixie aside. The next shot is of Princess Luna, having climbed partway through the image of the full moon in the night sky—warning Starlight during her second dream of the episode.)

Luna: They’ve taken my sister and I! (being pulled back) It’s worse than the last time!

(The slightly open doors leading to Twilight Sparkle’s throne room, seen from within. Starlight and Trixie peek in through the gap; zoom out to frame the team of pony-disguised changelings disrespecting the place.)

Starlight: (voice over) Chrysalis and the changelings are back. (They revert to their natural forms.) They’ve pony-napped all of the most powerful ponies in Equestria!

(The clearing outside: Thorax emerges from the bushes to face Starlight and Trixie.)

Starlight: (voice over) This is Thorax. (His new crystalline wings gleam in the moonlight.) He’s a reformed changeling.

(Discord leans down to the unicorn, his expression soaked in icy fury.)

Discord: (levelly, menacingly) They took Fluttershy?

(Cut to these two, Thorax, and Trixie standing on the ridge overlooking the Changeling Kingdom and pan slowly toward the twisted rock edifice at its center. Recall that both mares and Discord are toting gear, Trixie has her wizard’s hat on, and a scarf is wrapped around Discord’s neck.)

Trixie: (voice over, shuddering) I think I have a pretty good idea where she might be.

(Snap to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long shot of the pockmarked structure and zoom out to frame the foursome looking on from their vantage point.)

Discord: Oh, this is so strange. We’re here, and that’s there, and I clearly meant for us to be there and not here.

Thorax: Oh. I-I can probably explain—

Discord: (stretching forelimbs) Oh, well. If at first you don’t succeed…

(Extreme close-up of his raised lion paw, a wisp of Starlight’s magic seizing the digits to stop him from snapping. Tilt down to Starlight and a skeptical Thorax on the start of the next line.)

Starlight: Maybe we should come up with a plan first? (Discord blows the energy off.)

Discord: A what?

Trixie: (stepping forward) You know, figuring out the best way to do something before you actually do it?

Discord: (laughing, patting her head, mashing hat down) Oh, that’s adorable. (She pushes it up from her eyes.) But you see, unlike you, I can do anything.

Thorax: A-Actually— (Discord cuts him off with a digit to the lips.)

Discord: That’s all very nice, but really a waste of time. We have me! And what else could we possibly need?

Trixie: (rolling eyes) A draconequus with magic and half a brain might help! (He turns to her, now lying on his belly.)

Discord: Why are you here again? I mean, it’s not like you’re going to stop the changelings by pulling a rabbit out of the hat.

(As he speaks these words, he removes her hat, flips it over, and pulls out an exact duplicate of her as far as the head and neck. This second Trixie reacts with considerable surprise, a counterpart to the original’s indignation.)

Discord: At least my magic can do something. (Close-up of Thorax.)

Thorax: The thing about magic here is—

Discord: (from o.s., reaching into view in front of him) Like this!

(A snap puts him astride a winged, hovering pig, which has been outfitted with saddle and helmet. He wears protective headwear of his own and heavy leather gloves, his scarf now sports a brown/white checkerboard pattern, and he holds a lance ready to strike. Trixie’s hat is back on her head, and the copy of her that Discord conjured up is gone.)

Discord: For Fluttershy!

(The porcine steed flaps forward, but as soon as it passes the edge of the ridge, it and all of his knightly add-ons dissipate—including his redesigned scarf. He is left with only his pack, and a last-second grab is all that keeps him from tumbling into the deadly sharp crags below.)

Discord: Yow!

(He climbs up, wearing the original scarf, and snaps to bring a second pig into being. It grunts and flaps ahead at his impatient gesture, only to disintegrate into a wisp of light once it passes the ridge.)

Thorax: I’ve been trying to tell you! Nothing other than changeling magic works here! Chrysalis’s throne is carved from an ancient dark stone that soaks up outside magic the same way changelings soak up love. It’s how she keeps the hive safe.

(Now Starlight strides purposefully to the ridge, kindling a spot of light at the tip of her horn and releasing it as a spell. It, too, breaks apart the moment it gets clear of her.)

Trixie: So, uh, what kind of plan were you thinking?

Starlight: Without magic, I have no idea. But nopony else is coming, so somepony better come up with something. (Long pause.) Anypony?

(Her perspective of the other three, all at a loss. Another pause.)

Starlight: Anything? (Back to her; she sighs.) This throne. If we get into the hive and destroy it, can we get our magic back?

Thorax: Uh-huh.

Discord: Well, that’s a terrible plan. How are we even supposed to get to the hive? (The other three start climbing down the ridge.)

Trixie: We walk?

Discord: (pulling cheeks down) I haven’t walked that far in a millennia [sic]!

[Note: “Millennium” is singular; “millennia” is plural.]

(The complaint earns him a collective groan from the others as they reach the base. Dissolve to a long shot of them crossing the barren plain, panning slowly to follow their progress. Cut to a close-up of Discord on the start of the next line.)

Discord: Oh, I don’t know how any of you manage not being able to disappear and reappear whenever you want.

Trixie: (acidly) Well, I for one definitely miss you being able to disappear!

Starlight: Give Discord a break. None of us knew we weren’t going to be able to use magic.

Thorax: (glumly) I did.

(Starlight hurries to get ahead and pivots to face the rest of the gang, all of whom come to a stop before her as she speaks.)

Starlight: If we get separated, it might make sense to have a way to make sure we are who we say we are.

Discord: (brightening) Oh! Like a secret code! How about if I say “We are,” and you say “doomed”! (pacing) Or you say “rescue,” and I say—

(Before he can finish the thought, his deer hind leg catches on a projecting rock and he ends up measuring his full height on the ground. Tilt up from his woozy countenance to Starlight and Trixie on the next line.)

Trixie: How about if we say “klutzy” and you say “draconequus”?

Starlight: “Klutzy draconequus.” Works for me. (Discord gets up and gives them a dirty look.)

Thorax: I’ll definitely remember it.

(He moves out. Dissolve to the upper reaches of the ravaged structure at the center of the realm—the changeling hive, as identified by Thorax—and tilt down to the main entrance at ground level. Standing on duty are two guards in purple helmets whose cheek pieces extend down past the jawline and are styled to resemble elongated mandibles. The four infiltrators peek cautiously toward them from behind an outcropping closer to the hive; cut to them. Thorax glances around, taps Starlight on the back to get the others’ attention, and flies through a hole in the base of the outer wall. Discord stretches out to full extension, head propped on the lower edge and hind legs planted on the rocky ground, to form a ramp for Starlight and Trixie to use.)

(Cut to just inside their entrance, which is illuminated by irregular hanging globes that emit an unsettling green glow. Discord crawls in on all fours and stands up, just in time to freeze in his tracks alongside the two mares. A longer shot frames Thorax walking point for the team, and the camera zooms out to reduce them to specks at the bottom left corner of the screen. The whole place is a warren of twisting, turning passages and holes that open and close at random.)

Trixie: Okay. I am definitely glad you came. (Close-up.) I don’t think we’d be able to find our way without you. (Pan ahead to Thorax.)

Thorax: You definitely wouldn’t.

(And the aperture through which they slipped in chooses this moment to seal itself.)

Trixie: Um, where’s the way out?

Thorax: It’s a changeling hive. It shifts and changes like we do, and we’re the only ones who can navigate it. (trotting through a fresh opening) It’s total chaos to non-changelings.

(The others follow him in, Discord bringing up the rear; it closes up again.)

Discord: (disdainfully) Well, it’s decent chaos. I don’t know if I’d call it total.

(Wipe to another section of the hive, this one filled with rough-hewn stairways that connect one level to the next. The team is heading down to lower depths and out of view.)

Discord: Are we sure that I’ll get my magic back when we destroy this throne thingie? (They rise again in the fore.)

Starlight: If Thorax is right, then yes.

Discord: (sarcastically) Well, that’s reassuring. (All stop.)

Trixie: And how are we supposed to destroy the throne when we find it? (Close-up of Starlight.)

Starlight: I…

(Zoom out; Discord and Trixie lean toward her from opposite sides with expectant grins.)

Starlight: …don’t know. (The grins turn to scowls; cut to Trixie.)

Trixie: (mildly sarcastic tone) That’s reassuring.

(The sound of rummaging from somewhere very close by comes as a surprise; zoom out slightly to show Discord poking around in her saddlebags. As he speaks, he throws out some playing cards, a star, a microphone, and a rubber magic wand, earning a very nasty look from the one who brought them along.)

Discord: I don’t suppose you brought any throne-destroying tools along with these useless sideshow props.

Trixie: Asks the Lord of Chaos, who can’t go for a walk without whining nonstop! (He stands up.)

Discord: Yes, but when the throne is destroyed, I’ll be able to rip the very fabric of reality to save our friends— (leaning back down, poking her chest hard) —while you’ll still be a self-absorbed, below-average illusionist!

(He wraps up the taunt by yanking the brim of her hat down over her face. She flips it back up to give him a very clear view of two seriously angry violet eyes.)

Trixie: Self-absorbed?!? Why, you— (Starlight pops up between them.)

Starlight: (emphasizing first three words) Cut it OUT! I’m just barely keeping it together, and it would be wonderful if you two could actually try to help instead of bickering like foals!

(She trots away and up a flight of stairs, leaving them very much chastened.)

Discord: Okay. (They start after her.)

Trixie: How can we help?

Starlight: Don’t ask me! I couldn’t even handle giving advice at the Sunset Festival—and I had magic then! And the three of us are as good as useless! (They reach the top.) At least Thorax knows where we’re going.

Thorax: (from o.s.) Um, guys?

(They stop short; cut to him standing on a projecting ledge as they catch up.)

Thorax: I think we’re lost.

(Zoom out quickly. They have entered a vast cavern filled with narrow, spiraling paths that snake up and down the crazy quilt of ever-shifting formations.)

Trixie: Aw, great. (close-up; throwing down bedroll/blankets and sitting by them) We might as well just sit here and wait for the changelings to soak up all of our love, or whatever gross thing it is that they do. (A thought occurs to her.) How often do you all get hungry?

Thorax: Actually, I haven’t been since I met Spike—and changelings are always hungry. We can never get enough love.

(Behind Trixie, Discord is plying a whetstone on the claws of his reptilian hind leg.)

Trixie: (standing up; very snarky) Well, that’s just super! (Starlight corks her mouth with a hoof.)

Starlight: But—you aren’t hungry at all now? (Cut to Thorax.)

Thorax: Huh. Once I made a few friends, I guess I just sort of forgot about the whole feeding thing. (He buzzes his wings as she crosses to him.)

Starlight: Is that about the same time your wings changed? (They gleam briefly.)

Thorax: I guess so.

(A bored groan from the o.s. Discord; cut to frame all four again. He has put away the whetstone, and Trixie has all her gear slung up again.)

Discord: While I would love to sit around chit-chatting about feeding and not feeding…

(Zoom out quickly to a very long shot of them amid the labyrinthine passages.)

Discord: (loudly) …I have a Fluttershy to save!

(The reverberating echoes of his declaration bring changelings out from recesses high and low.)

Trixie: (hushed) Can you please lower your voice?!? You’re gonna get us all captured!

Discord: (scoffing) You keep saying that, but I haven’t seen an actual changeling since we got into this hive. (A droning buzz starts to build.)

Trixie: (nervously) W-What’s that?

Thorax: A changeling patrol!

(Fear instantly takes root in the other three minds. Cut to an empty stretch of the passage, zooming in slowly on a distant turn, and snap to black.)

Act Two

(Opening shot: fade in to a trio of flyers on the move, then cut to the team. Thorax begins to hyperventilate; even the gentle touch of Starlight’s hoof on his back does little to calm him down.)

Discord: This seems like one of those moments where we need a plan.

Trixie: (bitterly) What kind of plan? We have no magic, and it’s not like my illusions are gonna save us.

(An idea sparks in Starlight’s brain bucket, and she crosses to the blue illusionist with a smile.)

Starlight: Do you have any of your smoke bombs?

Trixie: (smiling shrewdly) Are you kidding?

(Wipe to a bend in one path. The three-member patrol cruises into view and around it to find Trixie standing on a ledge by herself. In close-up, she tips her head up to give them a good view of her defiantly narrowed eyes.)

Trixie: Looking for somepony?

(She lifts a small smoke bomb on one front hoof, the same as the ones she deployed during her and Starlight’s visit to the old village in Part One, and throws it down to detonate on the stony surface. Its effect is much more concentrated this time; the resulting burst only envelops her form and almost instantly dissipates to expose nothing but air where she had stood. The patrollers charge through the dissipating haze and stare confusedly at the empty space; far behind them, another bomb goes off and she reappears.)

Trixie: Is that the best you’ve got?

(Snickering wickedly, she sets off yet another and vanishes just before they can barrel through her position. Pop after pop goes off on the ledges, sending them into a crazed zigzag from one to the next but coming up empty every time. The fake-out does not remain effective for long, though, and in due time Trixie finds herself galloping madly to stay ahead of not three, but five pursuers. Discord and Starlight watch from a higher level as the last two peel off into a different corridor, whose entrance closes behind them.)

Discord: Not exactly Great and Powerful, but effective. (Trixie pops up between them.)

Trixie: Mmm—I’ll take it.

(Here comes a second Trixie, setting all three on edge.)

Starlight: Klutzy…

Trixie 2 (Thorax’s voice), Trixie: …draconequus!

(All relax at the successful use of the prearranged password, and Trixie 2 becomes Thorax. He and Trixie had evidently worked together to keep the patrol chasing shadows and buy enough time for the real McCoy to make it back.)

Discord: Ugh, I really think we need a new code word! (Cut to Thorax.)

Thorax: That was a pretty good plan. (Trixie turns to him.)

Trixie: But we still don’t know where we’re going!

Starlight: (from o.s.) Actually, we might. (Cut to all four.) Two of the changelings didn’t go with the rest.

Thorax: (smiling, clapping hoof to forehead) Oh! With an intruder in the hive, they went to protect the queen! (Chuckle.) Good thinking, Starlight!

(Zoom in on the de-facto leader as she voices a slightly high-strung chuckle, then dissolve to a tilt down the height of a broad column encircled by a spiral staircase. Drones buzz their way through the surrounding airspace as the camera reaches the bottom, where Thorax flies out from an internal passage and leads the others into a climb. Another dissolve frames the edge of the topmost step, seen in close-up; all four pull themselves partway up into view and find themselves staring at the lightless entrance to an imposing chamber. Six guards are posted here, three on either side of the path leading in; all wear the same purple armored helmets as the ones who were on duty outside the hive. Two more changelings—the ones who peeled off from the chase, based on Thorax’s account—fly over them and into the chamber. All four are good and spooked, Thorax so much so that he ducks out of sight.)

Trixie: (whispering, to Starlight) Now what?

Starlight: We…go in.

Thorax: (from below) Even if I wanted to— (Cut to just behind him, now hunched a couple of steps down.) —there’s no way past the guards. We’ll be spotted for sure.

Starlight: We need some kind of…distraction.

Trixie: (checking her saddlebags) I’m fresh out of smoke bombs.

Discord: Normally I’m the most distracting thing I can think of. But without magic…

Starlight: (smiling) You shouldn’t underestimate yourself.

(He has no good comeback for this assessment. Dissolve to a ground-level shot of the chamber entrance, whose great doors grind together to block off whatever lies beyond. Discord’s reptilian hind leg stomps into view in the fore, startling the six guards; cut to him, tapping the microphone he pulled from Trixie’s bags earlier before speaking into it.)

Discord: (amplified) Hello, changelings and change-lettes! Believe me, I was just as surprised as you are than I’m here. When I heard that I’d be playing for a bunch of changelings, I was beside myself! Then I realized it was just one of you.

(A drum/cymbal sting is followed by a massed hissing and narrowing of eyes and step toward him.)

Discord: (amplified, chuckling) But seriously, this isn’t the toughest crowd I’ve ever been in front of, but it’s definitely the easiest to bug. (Another sting; puzzled cocking of heads.) To bug? (eyeing mic) Is this thing on?

(The inept comedian gives it another couple of taps, only to have the very tough crowd snarl and advance on him. Unnoticed, Starlight peeks out from behind a jagged boulder, hurries to the doors, and forces them open so she can slip through, followed by Trixie and then Thorax.)

Discord: (amplified, throwing mic to guards) Well, if you think that you can do any better, be my guest!

(It has barely hit the ground and generated a whine of feedback before he peels out with all six in pursuit. The other three watch from just inside the doors.)

Trixie: It is absolutely ridiculous that that worked.

(Cut to a cavern filled with glowing green lights at all levels from floor to ceiling. Discord scrambles into view and dives out of sight behind a column; the guards zoom obliviously past, whereupon he steps back into the open.)

Discord: It is certainly a pleasure to have such dedicated fans. (Close-up.) I’ll have to come back with some new material after I rescue Fluttershy.

(His leisurely exit is cut off by the sound of that very mare’s piteous weeping.)

Fluttershy: (from o.s.) Please, help!

(Cut to another stretch as he walks into view, the camera zooming out to frame Fluttershy sitting on her haunches, with a rock pinning down the end of her tail.)

Discord: Fluttershy! (She stands and faces him with a smile.)

Fluttershy: Discord! I’m stuck!

Discord: You certainly are— (bending down over the rock) —and I should probably help you get free. But…

(Instead of moving the weight, he straightens up with a chuckle and waggles a lion-paw digit at her.)

Fluttershy: But what?

Discord: (leaning down, poking her nose) But you’re obviously not Fluttershy!

Fluttershy: (deflated) Oh. (He stands again.)

Discord: I mean, I’m separated from the group and just happen to come across the one pony I care most about? I can smell this setup a mile away

Fluttershy: (crying) No. You’re right. There’s no way you should trust me. Just go find the others.

(Two Pinkie Pie-caliber waterfalls of tears erupt from the big blue-green eyes.)

Fluttershy: I understand!

Discord: Oh, come on!

(The next thing he hears is a veritable symphony of her wailing multiplied by ten or a score or more. Turning around, he finds himself face to faces with countless duplicates of the yellow pegasus; the first one speaks up next as he swivels back to her.)

Fluttershy: We’re probably all changelings. You shouldn’t rescue any of us— (smiling nastily) —unless you think maybe one of us might be the real Fluttershy. Oh, that certainly would be a nasty changeling trick, wouldn’t it?

Various duplicates: I’m the real one!…I’m the real one!…I’m the real Fluttershy!

(The camera zooms in slowly on the outfoxed trickster’s face during this last, then wipes to Thorax risking a look around a corner toward a set of closed doors. He turns to address Starlight and Trixie.)

Thorax: We can’t wait for Discord. Between seeing him and Trixie, the castle will be crawling with guards soon. (Both mares grimace; Trixie shivers a bit. Cut to them.)

Starlight: But if we do manage to destroy Chrysalis’s throne, we’ll need him. He could take on the entire changeling army by sneezing if he wanted to.

Trixie: (hushed) He’s probably already been captured.

Discord: (from o.s., softly) Hel-looo? (He pushes his way through the doors.) Fellow rescuers? (The others step out to meet him.)

Thorax: We can’t stay here. We gotta find the throne.

Discord: (normal volume, slightly forced tone) Ooh! I heard some of the changelings who were chasing me say that they know where it is.

(A very worried look passes between Starlight and Trixie in less time than it takes to say “bad acting.”)

Trixie: Klutzy…?

Discord: Hmm? Oh, yeah. (Laugh.) I-I can be klutzy. (walking past them) Now, follow me. (They do so.)

Starlight: (whispering, to Trixie) You know that’s not Discord, right?

Trixie: (ditto) Obviously!        

(Which is true, as he has failed to give the proper password. They reach two tunnels, Discord indicating the one on their left.)

Discord: (entering) This way! We’re almost there!

Thorax: (to Starlight/Trixie) I know this trick. If he says to go left, we should definitely go right. He’s leading us to a swarm waiting to attack.

(He cringes; Starlight thinks; Trixie lets go with a big-league sigh, then gathers her nerves.)

Trixie: Okay. I’ll handle it. (trotting ahead) You two just get ready to run into the other tunnel.

Starlight: Wait. What? (She hurries to catch up; Trixie stops.) Trixie, you can’t! (Close-up of her.) I won’t know what to do! We’ve already lost Discord. I can’t lose you too! Without magic, I—

Trixie: (from o.s.) Starlight… (She leans into view.) …you got us this far with just my illusions and Discord’s annoying personality. (smiling) You don’t need magic to figure out what to do next. I know you’re afraid to be in charge, but you’re really good at it. Listen to your best friend.

(Her encouraging grin finally brings a smile to the pinkish-violet face, and they share a quick hug as Thorax steps up. Zoom out slightly to put Discord in the fore, just inside the mouth of the left tunnel; the blue unicorn addresses him next.)

Trixie: Hey, Discord! (moving toward him) Want to see the new trick I’ve been working on?

(Cut to an extreme close-up of his taloned forelimb, held out in front of himself, and zoom out quickly as she throws a handkerchief over both it and the foreleg she has extended.)

Trixie: (waving her other one) I call it…

(The cloth is nipped up and spat away, revealing a bright orange one tethering the limbs to each other. It is part of a rope wrapped around Trixie’s hoof.)

Trixie: …the Changeling Catcher! (He snarls daggers at her; she turns to the others.) RUUUUNNNN!!

(Both sets of hooves, whole and pockmarked, break into a gallop down the right-hand tunnel as “Discord” becomes an enraged, hovering drone. It lunges after the fleeing pair, the rope of multicolored silks paying out from its anchor point on Trixie’s hoof and finally snapping taut. There follows a brief, furious tug-of-war, in which she manages to hold her own—and then the camera zooms out, deeper into the tunnel, to the sound of malevolent hissing. She turns her eyes toward the inky void above her, dreading the truth of that sound but finding it anyway: a multitude of changeling eyes opening in the darkness and training themselves directly on the intruder. Overhead shot of her.)

Trixie: (weakly) Ta-da!

(They fall on her in a screaming, yowling mass to black out the screen. Fade in to another passage, along which Starlight and Thorax race for their lives; she has ditched her gear. They stop to catch their breath after several dozen yards, but are forced to move again and split up when the sound of droning wings asserts itself. A swarm barrels into view and chooses a passage that neither of them had taken. From here, cut to a large, quiet chamber whose floor, walls, and columns all sport queasy shades of green. As Starlight moves cautiously out from behind a column, the camera zooms out to frame the vastness of this space and the clusters of hanging lights. In close-up, she stops short, horror registering on every muscle of her face, as a gobbet of green slime drops into view and lands on her forehead. She wipes some of it away and looks up; cut to an extreme close-up of a translucent green cocoon—the sort used by changelings to imprison victims, as seen in Part Two of “A Canterlot Wedding.” Discord is floating upside down within it, and Starlight spots Trixie caught in another one…then Twilight and her friends. Discord and Trixie have both been relieved of their equipment; Discord’s scarf is gone, but Trixie still has her hat.)

(Cut to a longer shot of the dangling cocoon cluster, seen from below, and zoom out slowly to ground level. Directly beneath it, resting in a beam of that sick green radiance and within Starlight’s field of vision, is a chewed-up structure whose contours suggest a giant chair—the magic-sucking throne Thorax mentioned in Act One. The unicorn’s eyes narrow in steely determination, but before she can even get one step ahead, Chrysalis’s mocking laughter drifts across to her. The slime is gone from Starlight’s face by this point.)

Chrysalis: (from o.s.) One little pony all by herself.

(The queen slithers out from behind two side-by-side cocoons that hold Princess Celestia and Luna and clings to them, upside down. As she continues, she rotates her head 180 degrees so that it is now right-side up from the viewer’s perspective.)

Chrysalis: Oh, how will I ever prevent this daring rescue?

(Starlight takes a terrified step backwards as pair after pair of eyes opens in the blacked-out alcoves that line the walls and the changelings attached to them come pouring out. All too quickly she finds herself hemmed in, and one more defender rears up in front of her to black out the screen.)

Act Three

(Opening shot: fade in to Starlight, who tries to flee as the changelings back away from her. Both front legs are heavily layered with goop, though, keeping her firmly rooted to the floor.)

Chrysalis: (from o.s.) Well, well, well. (flying down to throne) The Princess of Friendship’s sole pupil. (laughing) Honestly, I didn’t think you were worth replacing with one of my drones.

Starlight: (struggling) You won’t get away with this!

Chrysalis: (gesturing overhead) I already have.

(Cut to a long overhead shot of her and the captive, the camera pointing down at them from within the cocoon cluster; she has now seated herself.)

Chrysalis: Nopony is coming to save you. Your little squad was it. (Close-up of Starlight; she continues o.s.) And now there’s just you.

Starlight: (confidently) Thorax is still out there! (Cut to Chrysalis, incensed.)

Chrysalis: Don’t mention that traitor’s name in my kingdom! (jumping down to face Starlight) He was a fool to leave, and even more a fool to return. (pacing) When I find him, he’ll learn just what happens to those who betray the hive!

(A gleam of light passes over the unicorn’s blue eyes as she voices an involuntary little shudder—and Chrysalis is only too quick to notice the reaction with a predatory smile.)

Chrysalis: And it seems I don’t have far to look, do I?

(A blast from the gnarled horn nails Starlight squarely in the head, triggering a burst of changeling magic that clears to expose Thorax in her place. The camera stays on him.)

Chrysalis: (from o.s.) Thorax!

(The onlookers hiss and snarl as she stands to her full height, ready to deliver a regal beatdown. Before she can get started, the sound of rock striking rock pulls her attention back toward the throne. Pan quickly to it, where the real Starlight has seized a boulder and is smashing it against the base with all her strength. She dives for cover just in time to avoid being barbecued by the spell Chrysalis slings at her.)

Chrysalis: (lifting off) Very clever.

(The would-be stonemason, hiding behind the base, manages to stay out of sight as Chrysalis glares in through one of its holes.)

Chrysalis: And clearly Thorax revealed to you the secret of my throne. (She crosses to another one.) I can’t have powerful ponies using their abilities against me.

(Starlight bugs out on the end of this line; cut to Chrysalis and her underlings out on the floor.)

Chrysalis: Even with your rather embarrassing little rescue attempt, everything has gone according to my plan. (She flies off; cut to Starlight in a new hiding place.)

Starlight: What plan? Why did you do all this? (She clears off as Starlight puts her head in the hole.)

Chrysalis: So I could feed, of course.

(Her side; she backs off, now hovering.)

Chrysalis: By replacing the most beloved figures in Equestria, my drones will be able to store all the love meant for them, and return it here to me! (She sits on her throne.) Everypony will do as I command, and my subjects and I will feed on their love for generations!

(Zoom out quickly to frame Thorax and his captors on the end of this. She goes into a deranged laugh that rings out over the chamber, underscored by the drones’ hissing snickers. Starlight peeks out around the base of the throne, seeing the trapped changeling’s crystalline wings gleam briefly in the light, and pulls her head back quickly. An idea has just come to her.)

Starlight: What if you didn’t have to? (Zoom out quickly; Chrysalis slams down within inches of her tail.)

Chrysalis: Ridiculous!

(The unicorn is briefly shaken off balance by the force of this hard landing, and Chrysalis takes advantage by biting down on her tail as she tries to make a break for it. Starlight is flung across the chamber and pinned down by the guards almost as soon as she hits the floor. On the start of the next line, zoom out to frame Chrysalis pacing before her.)

Chrysalis: The hunger of changelings can never be satisfied! (She crosses to Thorax.)

Starlight: Exactly! Thorax left the hive and made a friend. He shared love, and now he doesn’t need to feed. (The guards holding her back off; she stands up.) You don’t have to live your lives starving all the time!

(This sets off a round of bewildered buzzing among the drones, but she finds herself wrapped in Chrysalis’s magic and dragged in too close for comfort. Pan to follow the motion on the start of the next line.)

Chrysalis: You know nothing of the changelings or what it takes to be their queen!

(She hurls Starlight away to hit a wall, back first, and steps across to tower over the crumpled form.)

Chrysalis: I decide what is best for my subjects, not some mewling grub!

Starlight: I know what it’s like to lead by fear and intimidation! (standing up) And I know what it’s like to want everypony to do what you say! But I was wrong! (smiling) A real leader doesn’t force her subjects to deny who they are! She celebrates what makes them unique— (Cut to several of the drones; she continues o.s.) —and listens when one of them finds a better way!

(Back to her and Chrysalis.)

Chrysalis: (advancing on Thorax) The only thing Thorax has found— (lighting her horn; guards back off) —is what happens to those who turn their back on the hive!

(She lets him have it, full blast, right between the eyes; Starlight lunges in.)

Starlight: No! (Guards stop her.) Stop!

(The infernal magic slowly lifts him off the floor and free of the slime that has glued his forelegs down.)

Chrysalis: Just as soon as I drain every last ounce of love from him and show my subjects what a real leader is!

(Much as Tirek did during his magic-draining rampage in “Twilight’s Kingdom,” she opens her mouth wide and inhales deeply. A stream of pinkish-white energy begins to issue from Thorax’s chest and flow down her throat.)

Thorax: (strained) I can feel the love inside me slipping away! I can’t hold on to it much longer!

Starlight: Then…don’t! Sharing love is what made you different to begin with! You should share yours with Chrysalis!

(Zoom in to an extreme close-up as her mouth curves up in a fierce smile.)

Starlight: Give her all of it!

(With an almighty effort, the turncoat drone throws all four limbs as wide as they will go. The stream of love emanating from his form intensifies to a blinding series of shock waves that hurl Chrysalis backwards like a wet rag. She slams into her throne, cracking it badly, and looks up with two truly scared green eyes to see Thorax caught up in the swirls of the love given to him by all his friends. It contracts to form a cocoon that encases every inch of him, generating an intense flash for a split second before descending gently to stop a foot or two above the floor. Starlight pushes effortlessly past the two guards who prevented her from reaching him and closes the distance gingerly. At the lightest touch of her hoof, the still-glowing cocoon throws out a fresh shock wave and a white flash that washes out the screen.)

 

(Fade in to an extreme close-up of the patch of floor beneath it. Four yellow-green legs touch down gently, not a hole visible among them, and the camera zooms out to frame a very different Thorax as Starlight gapes at him. He still retains the insect-like carapace on his body—purple back, green underbelly—but the legs and head have taken on a decidedly pony-like appearance. The head is the same color as the legs, the neck shading into orange before yielding to the green covering, and three pale blue crystals are set at his throat. Two serene magenta eyes, pupil-less and with darker whites, gaze down at Starlight since he is now a full head taller than she; above them are two sizable antlers, slightly darker than the neck, and a small curving horn. His wings and tail are now long and slender, in a translucent, glittery blue-violet, and the wings extend from beneath an opened outer carapace layer, similar to that of most beetles and in the same purple hue as the rest of his back. Thorax looks himself over and breaks into a jubilant smile.)

Starlight: This is what happens when you give love freely instead of taking it!

(One after another, drones all over the chamber rise and begin the same radical transformation, the combined energy whiting out the screen. Snap to the base of Chrysalis’s throne, which becomes spider-webbed with glowing cracks and starts to vibrate, and tilt up the big boss herself as the fractures spread upward to the rest of it. Her eyes go very wide in the king daddy of all “uh-oh” stares just before the camera cuts to a long shot of the hive. Its uppermost spire shatters to gravel in a single apocalyptic blast.)

(Inside, a screenful of smoke slowly evaporates to reveal an extreme close-up of a hemispherical force field. It is one of Starlight’s, and the camera zooms out as she lets it drop—a shelter for herself and Thorax. Around them, all of the other drones have taken on a form similar to his, but without the antlers; they regard themselves and each other with confusion that gives way to elation. Across the way, near the smashed remains of one wall, Starlight sees five slime-spattered Ponyville mares woozily straightening up amid the shreds of their cocoons. Only Twilight is not immediately seen among them. An equally groggy Trixie pushes a chunk of her own prison away and sits up, rubbing her head, as Starlight trots over to her. The two embrace, paying no mind to the gunk still smeared on the blue unicorn. Celestia and Luna are next to make it up, the former filthy and the latter not, and the camera pans across other freed captives being helped upright: Spike, Shining Armor, Princess Cadence. One changeling flies over, carrying the royal couple’s daughter Flurry Heart; Cadence takes hold with her magic, and the family shares a joyful embrace.)

(A freed and fully cleaned-up Discord pushes through the crowd.)

Discord: Fluttershy?

(His mismatched forelimbs latch onto her shoulders almost before she can figure out where his voice is coming from, and she is yanked up to his level for a crushing hug. The slop disappears from her coat and mane in the instant it takes to haul her in. Behind them, the smoggy orange-brown haze in the air has started to clear away in favor of a sunny daytime sky.)

Fluttershy: It’s, um, good to see you too.

(A slight blush tints the yellow cheeks as he nuzzles her blissfully. Cut to Twilight, laid out on the floor and besmirched but good; finding a pinkish-violet hoof extended toward her, she dazedly places one of hers on it.)

Twilight: Starlight?

(She gets up and takes in the changes to both the scenery and the enemy forces.)

Twilight: What happened?

Starlight: We defeated the changelings with no magic at all, they found a new leader, and…they’re all kinda good now.

(She offers the violet Princess a slightly embarrassed grin, then transfers it to Thorax now standing right next to her. He just gives a quiet nod to confirm her highly condensed account, which leaves the whole crew absolutely speechless except for Luna.)

Luna: Well done, Starlight Glimmer. It seems as though you’ve learned a great deal since we last spoke.

(The sound of shifting rubble surprises her into silence; cut to a pile of slabs, amid which Chrysalis bursts up into view with horn aglow and a murderous hiss on her tongue. What she does not have, though, is the small crown-like cluster of antennae that used to top her ragged mane—blown off in the explosion. Her rage gives way to utter disbelief; cut to her perspective, panning slowly across the full extent of the opposition. Five Princesses, ranging in age from toddler to a thousand-plus years old; the powerful unicorn brother of one of them, father of another, and husband of a third; six mares and one dragon from Ponyville; a traveling magician; a draconequus; one disloyal changeling who got the royal makeover of a lifetime; and a few of his underlings just for good measure. Each and every one of them is fully cleaned up, and all of them are mad enough to shred her into confetti, with a single exception: Starlight, who stands at the front of them all with real pity and concern in her eyes. She steps up to the rubble pile, the wind whistling through her mane and tail.)

Starlight: When Twilight and her friends defeated me, I chose to run away and seek revenge. You don’t have to! You can be the leader your subjects deserve.

(She holds a hoof out to the fallen figure, who eyes both it and her gentle smile with the clearest indecision. One pitted foreleg rises tentatively, pauses, reaches forward with agonizing slowness…and then slaps the proffered limb away as the green eyes narrow in fury. Chrysalis stands up to her full height.)

Chrysalis: There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!

(Without another word, she dives over the edge of the broken wall. Starlight and several involved parties race over for a closer look and spot her zooming away over the rocky barrens that surround the hive. Starlight lets her head droop in defeat over being unable to talk Chrysalis around, but Twilight puts a comforting foreleg across her shoulders and offers a warm little smile that she returns in due time. Now Celestia crosses to Thorax.)

Celestia: Thorax, as the new leader of the changelings, I look forward to discussing how we can improve our relationship in the future. (He inclines his head in respectful agreement.) However, for the moment— (turning to Twilight/Starlight) —perhaps it is best that we leave the Changeling Kingdom to the changelings.

(Twilight nods; an instant later, Discord has poofed across to shove his head forward between Applejack and Rarity.)

Discord: (clapping) Splendid idea! (talons across Rarity’s shoulders; she glares at him) Now who’s ready for some celebratory tea at Fluttershy’s?

(Cut to the yellow mare on the end of this and zoom out slightly to show her now standing alone at the center of the gathering. Every pair of eyes is focused on her.)

Fluttershy: Oh! Um, everypony?

Starlight: (walking up to Discord) Actually, now that you can snap your claws and send us absolutely anywhere again, I think I have a better option.

(Dissolve to the main street in her own village, where Party is magically hanging up a banner for the Festival as Double watches. Starlight steps into view in the foreground, bringing both pairs of eyes around to her in slight surprise.)

Party: Uh…hey, Starlight. (They cross to her.) What are you doing here?

Double: You left in such a hurry before, we kinda thought you didn’t want to come.

Starlight: Yeah. I guess after the way I used my magic on all of you, I wasn’t sure I was somepony who should even be in charge of a baking contest. I was afraid I might go back to being the pony I used to be. (smiling) But I realized that sometimes you don’t have a choice. You have to step up. (confidently) And I have changed. (Both stallions smile.) I can handle it, whether that means saving Equestria or helping friends at the Sunset Festival.

(Night Glider flies/lands and Sugar Belle walks up behind her on the end of this, smiling as well.)

Starlight: Speaking of which…I know the Festival’s almost over, but I kinda invited a few of my friends to join.

(She gestures behind herself as she finishes, after which the camera cuts to those “few” friends: Twilight, her friends, Spike, Celestia, Luna, Discord, the Crystal Empire’s entire royal family, and Trixie—who is now wearing both her hat and cape.)

Starlight: Hope that’s okay.

Double: (laughing) Are you kidding? Of course!

Starlight: Great. Now where’s that baking contest? (walking off with the village four) This pony needs a cupcake!

(There follows a general move in that direction, but Discord hangs back to talk with Trixie.)

Discord: (closing lion paw into a fist) So, I’m able to rip the very fabric of reality again.

Trixie: Yeah, yeah, and I’m still a self-absorbed, below-average illusionist, right?

Discord: (slightly miffed) Actually, I was going to say a couple of those illusions were slightly above average. (smiling cannily) If you ever need a little chaos in your act, let me know.

Trixie: Ha! When pigs fly!

Discord: Your wish is my command!

(A snap, a flash, and they are sitting side by side atop a pair of winged pigs. He reaches across to slap the rump of hers, causing it to squeal in alarm; cut to the Ponyville crew gathered around a table of snacks. Trixie is carried past them with a panicked yell, followed closely by Discord on his flapping porker, and seven pairs of eyes swivel to track them with assorted reactions of disbelief and delight.)

Rainbow: Somepony is really gonna have to catch us up on what we missed.

(Fade to black.)