FAME AND MISFORTUNE

Written by M.A. Larson

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a slow pan along a Ponyville street during the day. Twilight Sparkle strolls past an elderly mare and a couple of laughing, galloping fillies. The camera shifts to a head-on close-up of the contented Princess, whose hooves come to an abrupt halt when a glob of ice cream is flung into view from one side, splatting against her chest. A filly’s voice speaks up.)

Filly voice: Oops!

(Cut to frame both Twilight and the speaker, Toola Roola. Light pink earth pony; short red/yellow/pink mane tied back; light blue-green eyes; two-tone blue tail; cutie mark of a paintbrush drawing a spiral curve. A capsized ice cream cone lies on the ground, not the flavor mashed into Twilight’s coat, and a table of assorted frozen dairy treats stands next to Toola.)

Toola: Sorry, Princess Twilight. (sourly, pointing across road) That was meant for her!

(Pan quickly in this direction and stop on an empty tub sitting outside a house. Both it and the areas of ground/wall surrounding it are liberally daubed in ice cream, and up from behind it comes a second scowling filly, Coconut Cream. Pale blue earth pony; narrowed yellow-brown eyes; mane/tail striped in bright pink, yellow-green, and yellow; cutie mark hidden behind the tub for now. She prepares to pitch a banana split.)

Toola: INCOMING!! (She and Twilight duck.)

Twilight: Whoa!

(The dessert barely misses their heads and lands on the table of a unicorn stallion, knocking away the bowl of soup he has been eating. After a brief puzzled stare at the sudden meal change, he shrugs and happily plunges his face in, having lost his spoon. Twilight straightens up and addresses each filly in turn.)

Twilight: (crossly) Toola Roola! Coconut Cream! What are you doing?

(Coconut steps out from behind the tub, revealing a small pie on her haunch.)

Coconut: (pointing at Toola) That was meant for my ex-friend.

Toola: I’m not your ex-friend, you’re my ex-friend!

(She seizes a small ice cream float from her table and lets fly—but her aim is just as bad as before and she nails Twilight again instead. Within seconds, the winged unicorn is being pelted from both sides and has lost her patience for this squabble.)

Twilight: Both of you, stop!

(She projects an egg-shaped shield around herself, the combatants’ last salvos squishing against its surface, and lets it drop once they have ceased fire. The ice cream stuck on her falls away as well, and she directs worried looks to each in turn. Clock wipe to the three standing together and in rather better spirits.)

Twilight: So you see, friendship isn’t always easy, but there’s no doubt it’s worth fighting for.

Coconut, Toola: Awww…

(They put a hoof across each other’s shoulders and laugh, their quarrel forgotten; Twilight, on the other hand, puts a puzzled hoof to her chin.)

Twilight: Hmmm…that sounds familiar.

(A thought hits, prompting her to gasp happily and trot away. Dissolve to a long shot of the Castle of Friendship, seen from the edge of Ponyville, and zoom in slowly as locals go about their business. A cut to the library frames Twilight levitating books down from the shelves and mumbling to herself as she flips through one or another. After several attempts, a particularly dusty volume comes to light, a six-pointed pink star visible on the back cover. She hoists it high, giving a clear view of the heavily battered and dog-eared pages as Starlight Glimmer enters, and then brings it down to eye level. The front cover gives away her find is the journal in which she and her friends recorded their observations on friendship throughout Season 4. The cover is in just as sorry a shape as the pages, sporting assorted frays, nicks, and stains.)

Twilight: Aha! Here it is! (Close-up of Starlight; she peers closely, with some disgust.)

Starlight: What is that?

Twilight: (from o.s.) Come on, Starlight. (Back to her.) Don’t judge a book by its cover. (She takes it in hoof.) This is the friendship journal my friends and I used to keep. (Flip pages.) It’s filled with all the things we’ve learned, like… (reading, floating it open) …“Friendship isn’t always easy, but there’s no doubt it’s worth fighting for.”

(A couple of pages choose this moment to fall out of the binding, deflating her self-satisfied mood a good bit.)

Starlight: I’ll judge a book by its cover just this once.

(Her mentor lets the beat-up tome drop and growls to herself. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the throne room, where all five of Twilight’s friends have taken their seats. Spike’s small throne is empty, and the central map table is bare. The doors open to admit Twilight and Starlight.)

Twilight: Thanks for coming, everypony. (Close-up.) I’ve got a surprise for you.

Fluttershy: (from o.s.) What is it, Twilight? (Cut to frame both.) Do I need to prepare myself?

Twilight: It’s this!

(A poof of magic materializes the journal, which thuds down onto the table and sends up a small cloud of dust. Applejack and Rarity regard it with visible disdain.)

Rarity: Ugh! What is that thing? (fanning at her nose) Why is it so smelly? (Pinkie Pie leans toward it.)

Pinkie: Wait a minute. (She snatches it with a shuddery gasp.) Is this our old friendship journal? I haven’t seen this thing in forever!

Applejack: Hoo-wee! It’s lookin’ a little, uh…overripe. (Rainbow Dash flies over to Pinkie.)

Rainbow: I’ll say.

(Taking the journal, she hovers a few feet up and starts to leaf through the pages. Close-up of one, which has an apple crushed onto it and a good bit of splatter on the facing page.)

Rainbow: (from o.s.) There’s a smushed apple in Applejack’s lessons.

(Another turn brings her to a page that is blank except for a square of tiny writing jammed into the top right corner.)

Rainbow: Fluttershy’s lessons are so small, you can barely read them.

Fluttershy: I, uh, wanted to leave room for all of you.

(A few more flips, and the ace flyer reaches a page whose lines are neatly and elegantly written.)

Rainbow: I-I don’t even know what this is. (She faces the book to Rarity, who eyes the passage and smiles.)

Rarity: It is called calligraphy, darling. If you’re going to make words, at least make them fabulous.

(Rainbow passes off to Applejack at her gesturing request, and the farmer turns it sideways with some degree of confusion. One page slides down, nearly falling free; it is marked with copious rents from either heavy erasing or bearing down too hard while writing.)

Applejack: Looks like you got a little aggressive with your friendship lessons, Rainbow Dash. (Cut to her perspective, looking at Rainbow through one of the many holes.)

Rainbow: What can I say?

(She reaches in to take the book; once the covers close and fill the screen, snap immediately to the table again. All but Pinkie and Starlight are in view.)

Rainbow: When I learn something, I learn it hard.

(The moment she reopens it, a blast of confetti and streamers greets her.)

Rainbow: (dryly) I found Pinkie’s page. (Giggle from the o.s. Pinkie; pan to her.)

Pinkie: Well, I am surprised! (Back to Rainbow, the journal levitating out of her grip.)

Twilight: (from o.s.) That wasn’t the only surprise.

(Cut to her on the end of this, having left her throne. As the book touches down on the table, Starlight steps up and takes a cue from Twilight to rev up her horn. One burst of magic lances into the journal, lifting it away until it floats above the center of the table. Six beams of blue-green energy extend radially outward from it, each terminating above a different throne, and sustain for a moment before winking out. The free ends of the beams have become fresh, new hardcover bindings whose design matches that of the journal. These are empty, but the original begins to spin in place, spewing pages at them like an automatic playing-card dealer gone haywire. Pan slowly across the incredulous Fluttershy and Pinkie and the two mages who put this scheme in motion, then cut to two of the bindings as freshly duplicated pages insert themselves neatly into place. When finished, they close themselves and descend to Applejack and Rarity.)

Twilight: (from o.s.) Ta-da! Starlight and I decided to make one for each of you!

Applejack: That’s amazin’! (Look inside.) A perfect copy! (Cut to Twilight, Starlight, and Fluttershy receiving her own.)

Starlight: I learned the spell years ago when I needed to make copies of a certain…

(Long pause, marked by an extremely nervous grin and a back-and-forth flick of the bright blue eyes. She clears her throat before finishing the sentence.)

Starlight: …manifesto.

(No doubt referring to the equals-sign books she used as part of her attempt to brainwash the six mares in Part Two of “The Cutie Map.” Now Rarity sniffs deeply at the cover of hers.)

Rarity: Ahh! Even better than a perfect copy. (Fluttershy skims a page.)

Fluttershy: Oh, I’d forgotten all about this lesson. (Pan to Rainbow, laughing and holding hers open as she hovers.)

Rainbow: Remember this one from when I helped Daring Do? (reading) “Never underestimate the power of friends who always got your back.” (Pan to Pinkie, looking over a passage.)

Pinkie: (warmly, but with growing fervor) Aw, Cheese Sandwich. Party cannon! Ah! Birth-iversary!

Starlight: After Twilight remembered the journal, I had so much fun reading all the stuff you’ve all learned— (floating up another one) —I just had to have my own copy. (Down again.)

Twilight: And that brings me to the second part of the surprise—my idea. How would you girls feel about making our journal available for everypony? If we can get these lessons into other ponies’ hooves, maybe they’ll benefit from them.

Fluttershy: Oh, I think that’s a great idea! (Pan to Pinkie.)

Pinkie: I’m in! Yaaay! (Cut to Applejack and Rarity.)

Applejack: We—we always said we wanted to.

Rarity: Sounds fabulous. (A laugh from the o.s. Rainbow; cut to her, reading away.)

Rainbow: I’m awesome.

(She realizes that the room has gone silent an instant before the camera zooms out to show too many pairs of eyes sending funny looks in her direction.)

Rainbow: (sheepishly) Oh, yeah, uh, good idea.

(Dissolve to a slow pan down a street in Cloudsdale. Market stalls have been set up here, much the same as in Ponyville, and Twilight approaches one of them—a bookseller—with her saddlebags slung up. She pops a flap and floats out a copy of the journal to show to the pegasus mare proprietor, who gets a grip and places it on a shelf.  The two trade a smile before the view dissolves to a close-up of another copy resting atop a stack in a different location; Twilight’s magic maneuvers one into view and props it up so the cover can be clearly seen. A longer shot picks out this place as a newsstand in Canterlot; Twilight has shed her bags and is now levitating the inventory alongside as she gives the unicorn colt in charge a searching look. Suddenly inspired, she transfers one more copy from her field to his so he can start reading, then leaves with a smile and wave.)

(Cut to the exterior of a bookshop on a city street. Journals are stacked up to form a prominent display in the front window, but they vanish in short order until only two are left, one propped on the other. One pair of hooves yanks the supporting copy away, and the other barely has time to hit the ledge before another pair snaps it up. Copies rain down past the camera, the view wiping behind them to a slow pan through the Bridleway theater district in Manehattan. As taxi carriages roll this way and that, the camera stops on a billboard depicting a tall stack of journals and tilts up to frame two others mounted above it, each showing a single copy. Another tumble of literature shifts the view to a slow pan through a stretch of park land outside Ponyville. Here, a line of excited, chattering foals snakes back into the distance; stop on Twilight at its head. She has several journals under her control and is shifting one so a unicorn filly can carry it away in her own. Before the Princess can shift her attention to the next customer, the voice of Toola cuts in.)

Toola: (from o.s., crossly) No! I don’t want to play with you anymore!

(Pan quickly to her and Coconut, glaring at each other across a hopscotch layout drawn on the grass.)

Coconut: Why not? You love playing hopscotch.

Toola: No, you do because you always win!

Twilight: (from o.s.) Hey, girls. (crossing to them, two books in tow) Couldn’t help but overhear. You might want to take a breather. (floating one down to them, opening it) Maybe read Rainbow Dash’s chapter on Rainbow Falls? It might help. (They smile.)

Toola: Sure, Princess.

Apple Bloom: (from o.s.) Thanks, Twilight!

(Pan quickly to the Cutie Mark Crusaders amid a knot of other foals; Bloom is holding a copy. On the next line, zoom out slowly to frame Twilight looking on, having crossed back to them and disposed of the other book.)

Bloom: The friendship journal’s makin’ us super-popular! (Excited murmurs.)

Twilight: (puzzled) Oh!

Bloom: We were thinkin’ of puttin’ together a cutie mark summer camp. Now everypony’s definitely gonna sign up for it. This is gonna be awesome!

(She exits with a giddy little laugh, accompanied by her two partners in mayhem, and leaves a noticeably discomfited Twilight behind. On the start of the next line, pan slightly to show Starlight approaching.)

Starlight: A cutie mark camp is a great idea.

Twilight: Yeah, but the purpose of the journal isn’t supposed to be marketing.

(She heads off, Starlight following with a bit of her enthusiasm sapped. Dissolve to the two walking down a street.)

Twilight: I just hope those foals actually learn something from our lessons. (Head-on close-up.)

Starlight: They will. I’m sure ponies all across Equestria will—

(Both stop short and she trails off into a cry of surprise as the camera zooms out to put an eagerly smiling stallion and mare directly in their path. Each has acquired a copy, and the next shot picks out two more stallions who have done likewise. All four keep their eyes trained on Twilight and Starlight, who glance back and forth for a long, tense moment before the former manages to inject some cheer back into her demeanor. The stallion who speaks up in response to her next words is a unicorn.)

Twilight: Uh, hello! Can I…help you?

Stallion 1: We’re here all the way from Fillydelphia because we got copies of your friendship journal. (Close-up of Twilight.)

Twilight: Wow! How wonderful!  What was your favorite friendship—

Stallion 1: (from o.s., levitating it toward her) Will you sign them?

(The other three brandish theirs in hoof and aura, and he brings out a quill.)

Twilight: (magically opening his, taking quill) Oh! Uh, I guess so. (writing) So, what did you think of the lessons?

Stallion 1: Oh, we haven’t read them. These are keepsakes. (sliding his into a plastic bag) We gotta keep them in mint condition. (Laugh.)

Twilight: (deflated) Oh.

(She finishes with the last and the owners take the books and quill back.)

Stallion 2: Wow, that was worth the trip.

(All four visitors hurry away, talking and laughing among themselves, as Twilight lets go with a heavy sigh and Starlight puts a comforting hoof on her shoulder. Dissolve to them walking into view and past the Ponyville Café.)

Starlight: Don’t worry, Twilight. I’m sure lots of other ponies are being inspired to be better friends.

(They get within earshot of a table occupied by a stallion and mare, each possessing a copy, with a hedge very close by.)

Stallion 3: Well, I for one found the journal terribly illuminating.

(Twilight voices a soft gasp and darts behind the hedge for cover, followed by Starlight. Cut to a close-up of them on the start of the next line, putting the table out of view; both are smiling.)

Mare 1: I agree. I’m seeing sides of these ponies I didn’t know were there. I only wish they’d left Rarity out. (The smiles vanish; Twilight peeks around at the pair.) She clearly doesn’t belong in that book with the rest of them.

(The camera shifts to point toward the patrons from just over the shoulder of a pony at a nearby table. A newspaper is held open in the fore, with the edge of one page just in view—a review of the journal, giving one and a half stars out of five.)

Stallion 3: Oh, I know. Who does she think she is? Certainly she did a fine job setting up the Ponyville Days celebration, but does she really believe it was a success just because of her? (snorting laughter) The nerve!

(A reference to the festival that figured in “Simple Ways.” Pan slightly to frame the holder of the periodical—who also happens to be the target of his derision. Rarity’s constricted eyes fill with tears, and she fights a silent battle to keep herself together but loses after a few seconds. The paper is flung away, and she gallops off wailing at the top of her lungs. Twilight and Starlight aim worried looks after her from their vantage point.)

Twilight: But that’s not what she was saying! (calling after her) Rarity!

(The two mares transfer their concerned looks to one another before the view fades to black.)

Act Two

(Opening shot: fade in to Rarity fleeing from the scene of her drubbing, still in fine voice and now with her mascara running badly.)

Twilight: Oh, poor Rarity! She overheard all the mean things those ponies were saying! She must be devastated! I’m going after her.

Starlight: (menacingly, pivoting toward table) Go ahead. I’m gonna have a chat with these two.

(Her teacher gives her a firm nod and peels out, leaving her to zero in on the offenders. After a few more screaming, blubbering seconds of Rarity’s flight, Twilight begins to close the gap.)

Twilight: Rarity, wait!

(She is promptly stopped dead in her tracks—and plowed back several yards to boot—when Pinkie slams head-on into her. The two end up in the middle of the road, Twilight on her back with Pinkie pinning her down.)

Pinkie: Twilight, isn’t it amazing? Our journals are everywhere!

Twilight: Pinkie, I-I’ve got to—

Pinkie: Ponies keep stopping by to tell me my entries are hilarious!

(One stallion eases up to the scene, journal and pencil in hoof; he holds the former out to her, and she takes the latter in her teeth to autograph it. Twilight gets upright, brushing away some dust, and Pinkie turns to throw a foreleg across her shoulders; the pencil is now gone.)

Pinkie: I even had somepony come all the way from Las Pegasus to say how much he liked my lessons!

Twilight: (relieved, as Pinkie backs off) I am so glad to hear some ponies are being inspired by the journal.

Mare voice: Hey, look!

(Zoom out slightly. The speaker is Cherry Berry, one of several ponies who have congregated around Twilight and Pinkie. All have their own copies.)

Cherry: There’s Pinkie Pie, the funny one! (Spectators laugh uproariously.)

Pinkie: (nudging Twilight) Giggly feedback is the best kind! (Again.)

Twilight: Well, at least you’re getting a positive reaction. I just saw Rarity, and I’m afraid this whole journal thing really upset her.

Pinkie: Aw, that’s too bad.

(The friends are caught very much off guard by an ensuing round of guffaws, even though neither has so much as smiled on their last exchange. Pinkie does not speak again until this has subsided.)

Pinkie: Wait. That wasn’t even funny. (But the crowd still gets a rise out of it.)

Twilight: (hesitantly, touching Pinkie’s chest) Oo-kay. Well, I guess I’ll catch you later.

(Her slightly fearful grin is met with dead silence from the peanut gallery, broken only by a cough from Cherry. The Princess grumbles to herself and plods away.)

Pinkie: (waving) Yep! Bye, Twilight!

(Here come the laughs again, falling on her ears like a great annoyance and prompting her to back slowly away. A mare addresses her closest neighbor, Berry Punch.)

Mare 2: Classic Pinkie! Oh, she’s even funnier in real life!

Pinkie: YOU’VE KNOWN ME FOR YEARS!!

(A beat of total quiet, followed by another salvo of roaring mirth. Dissolve to Twilight walking grumpily through the outskirts of town, her deep blue funk being interrupted by a sudden shower of book pages landing on and around her.)

Rainbow: (from o.s.) Maybe it’s time to call it a day.

(Twilight lifts off, the papers fluttering off her noggin. Cut to the blue flyer standing on a cloud before two pegasus fillies armed with a copy of the journal. The one who speaks up has a slight speech impediment, not reproduced here, that causes several of her R’s to sound as W’s.)

Filly: I ripped out all the Twilight Sparkle lessons ’cause they were getting in the way of the good ones. (The other filly nods; Twilight flies up to them.)

Twilight: What do you mean, you skipped the lessons? We’ve all had valuable experiences.

Rainbow: (to fillies) Hey, here’s a great idea. (circling behind, pushing them toward Twilight) Why don’t you guys talk to Twilight for a while, so I can get back to things like working and napping and, well, uh, pretty much anything else?

(The two youngsters have now turned to face her and shut the book; Twilight touches down behind them.)

Filly: Aw, we don’t wanna hear her boring lessons! (opening book; Twilight glares daggers at her) Come on. Tell us again about when you met Daring Do!

Rainbow: (chuckling weakly) Again? (She touches down on the cloud.) Haven’t we already covered that one…a couple dozen times?

Filly: (gasping excitedly) We can’t get enough of it! (slyly; close-up of the pair) Come on. You don’t want to disappoint your fans.

(Tilt up from them and stop on Twilight, who looks behind herself to find quite a few school-age pegasi now hovering just past the cloud’s edge. All are holding journals, and one also sports a cap with blue wings and the colors of Rainbow’s mane. The recipient of all this unexpected adulation groans softly to herself and thinks fast before continuing, while gray clouds start to drift past in the background.)

Rainbow: It’s just that I, uh…uh, really need to get those storm clouds back in their…pens.

Filly: Oh, cool! We’ll come along. You can tell us the story there!

(Rainbow lifts off on the end of this, after which the whole group starts to follow, cheering and starting up a loose chant of “Rainbow Dash! Rainbow Dash!” Twilight remains on the cloud for an indecisive moment, then gathers her indignation and flies after them, only to stop short at the sound of a commotion below.)

Twilight: Oh, what’s going on now?

(Cut to an overhead shot of a street just past the edge of the town square. Quite a few ponies have gathered at the doorstep of a particular house, and Twilight swoops down for a better look. She comes in for a landing at a distance before the camera cuts to a close-up of Fluttershy, huddled and shaking on the step.)

Fluttershy: Please! Just leave me alone!

(Twilight levitates two members of the crowd out of her own way and steps up.)

Twilight: Fluttershy! What’s wrong?

Stallion 4: We want answers!

Mare 3: Yeah, we’re entitled to know!

Twilight: What is it, everypony?

Mare 3: We want to know why Fluttershy keeps learning the same thing over and over again. Be assertive already!

Stallion 5: Even I’ve learned more than she has. (Starlight walks up.) Why can’t I be in the book?

Starlight: What?! Really? (She suspends him in her field.) Are you attacking my friend because you want to be in a book? (Fluttershy stands up.)

Fluttershy: It’s okay. I got this, girls.

(She takes a deep breath and puts some steel into her voice.)

Fluttershy: Listen up! I am more assertive! (crossing to Mare 3) And yes, it took me a while to get there. (Starlight sets Stallion 5 down; he bugs out during the following.) But can you honestly say that you could learn something one time and completely change who you are?

(The overly critical reader finds herself at a total loss for words under the yellow pegasus’ penetrating glare.)

Fluttershy: I didn’t think so.

Stallion 4: Wow. You’re way different from the Fluttershy in the book. (She smiles.) I don’t know how I feel about that.

(The smile turns into a dispirited moan, and she takes to the air amid murmurs from the remaining out-of-towners.)

Twilight: (to Starlight) It feels like everypony in Equestria is missing the “friendship” part of the friendship journals.

(Dissolve to the exterior of the Carousel Boutique. Zoom in slowly as the two approach the front door, then cut to within one of the rooms inside as its door swings open. A pincushion and spool of thread are flung into view, barely missing both mares’ heads when they peek in. The place is considerably darker than usual.)

Twilight: Rarity, are you all right?  

(She ducks with a yell of alarm to avoid an incoming bolt of fabric, a sound as of shattering ceramic drifting back to mark its o.s. impact. The whir of a sewing machine asserts itself just before the camera cuts to behind the two new arrivals’ heads. They have entered Rarity’s upper-story workspace and living quarters, whose windows have had their curtains closed, and the dressmaker herself hunches over the device amid an utter bedlam of materials and half-finished outfits draped on pony mannequins. Her mane and tail are a frazzled wreck.)

Twilight: What are you doing?

(Rarity turns to them, exposing a face smeared with runny mascara and set in an expression that is the pinnacle of mental derangement. Draped across her hooves is a long swath of fabric stitched together from several others that have no earthly hope of coordinating.)

Rarity: Why, I’m creating a gown, darling!

Twilight: For what?

Rarity: I don’t know! I’m stress-sewing! (She laughs madly to herself as the folds fall over her.)

Twilight: Stress-sewing? (Rarity crosses to her and Starlight.)

Rarity: When I overheard those two at the café, I suddenly understood why I’ve been getting cancellations for days! (Pace the floor.)

Starlight: What? Why are ponies canceling their orders?

(The crazed fashionista turns one mannequin’s head to face them.)

Rarity: Because! (crumpling to floor) Nopony likes me anymore! They’re boycotting me!

(With a feral snarl, she snaps to her hooves and gallops over to peek out through one set of curtains. The sound of an angry crowd wafts up to her; cut to just outside this window as Twilight joins her at it, then zoom out quickly to ground level. Several ponies have gathered on the lawn, carrying signs that depict a red circle-and-slash superimposed on a silhouette of Rarity’s head. Inside, Twilight crosses to the now-closed door.)

Twilight: I’m sure if I go out there and talk to those ponies, they’ll see that they’re being unreasonable.

(She does not even get hoof to knob before the door is flung open, pinning her between it and the wall. Applejack stands at the threshold, heaving for breath and with her mane/tail badly out of order.)

Applejack: I need a hundred blankets, and I need ’em now! (She spots the hoof/wing edges protruding beyond the door.) Sorry, Twilight.

(As Applejack races into the room, it swings back partway to expose her half-flattened form and the venomous look on her face. Rarity has gone back to her sewing machine.)

Rarity: Right away, pony who still likes me! (Supplies are levitated up; Applejack reaches the fabric rack.)

Applejack: I don’t need nothin’ fancy.

(She nips the closest stack of folded cloths off the shelves, drops them on her back, and hurries for the door.)

Twilight: What’s the matter, Applejack? (Applejack stops.)

Applejack: I’m popular, Twilight. I’m popular and I don’t like it one bit! (Out she goes.)

Starlight: (to Twilight) You go ahead. I’ll stay here.

(The violet Princess takes a quick breath to settle her nerves and gallops off, leaving her student to wonder just how much worse this can get. Dissolve to a stretch of Sweet Apple Acres land; a couple of stallions stroll blissfully through the fields, followed by Big Macintosh as he strains to carry their luggage. Each has a sheet of paper taped to his haunch, one showing half a red apple, the other two apples and two hearts. The excited chattering of a crowd is heard in the near distance, and a pan to the main barn picks out the multitude that has gathered on the grounds. Regardless of age, gender, or race, they all have one thing in common: an apple-related mark on a page stuck to the haunch. Applejack has returned, and Granny Smith wearily brings out a tray of food for the ones gathered at a long dinner table. Twilight arrives to survey the scene and notices several of the newcomers taking it easy among the apple trees. Pan quickly from this bunch to the table; Granny’s tray gets picked clean within seconds of its being set down, and she glumly picks it up for another trip to the kitchen. Another quick pan shifts the focus to several others enjoying cider from a keg tended by a gloomy-faced Bloom. She runs a glass full for a stallion, who chugs it down and holds it under the tap, and she snarls to herself while giving him a refill.)

(Having seen quite enough freeloading for the moment, Twilight crosses the barnyard to Applejack, who has begun to distribute the blankets she took from the Carousel Boutique to ponies as they pass.)

Twilight: Applejack, who are all these ponies?

Applejack: They call themselves the Sweet Apple Admirers. They say they read my journal entries, and they felt like a part of the family. And now they actually want to become part of the family!

(As she gives away the last blanket, one mare crowds in alongside, grinning for the camera that she holds up and aims at herself and Applejack. The workhorse slaps on a big fake grin just in time for the flash, but lets it crumble just as quickly afterward.)

Twilight: Your journal entries? (Applejack pushes a tub of apples across the yard with her head.)

Applejack: (rapid fire, bitterly, as ponies help themselves) Yeah, you know, all the stuff about how friends are like family and whatnot?

Twilight: Can’t you get rid of them?

Applejack: (half-crazed, pulling two fillies close) And kick out my own family?

(Granny trudges past, dirty dishes stacked high on back and head.)

Applejack: (galloping after her) Granny Smith! Hang on! Let me help!

Mare 4: There she is! (Applejack races by.)

Crowd: YEE-HAA!!

(Pan from them to Twilight, who grimaces fearfully at the craziness that has affected all her friends due to this publishing project.)

Twilight: Oh, I wish we’d never released that journal.

(Fade to black.)

Act Three

(Opening shot: fade in to Twilight, sitting on a couch in her bedchamber within the Castle and staring despondently out the window. Zoom in slowly, then cut to just outside it, the camera angled to catch Starlight’s entrance from the corridor.)

Starlight: (slightly muffled by glass) There you are! Okay. I just left Rarity, I-I think she’s doing better, and…ooh, boy. (Cut to her, heard clearly.) Window-staring, huh? Was it that bad at Sweet Apple Acres?

(A balloon marked with the anti-Rarity protesters’ symbol floats up beyond the panes.)

Twilight: It’s bad everywhere! I thought I was doing something good. I thought I was helping! (pacing) How could our friendship journal have led to so much… (She magically brandishes the original.) …anti-friendship?!? (Starlight pushes it down.)

Starlight: Oh, Twilight, i-it’s not your fault.

Twilight: (pulling at ears) Of course it’s my fault! If I hadn’t had the big idea to make copies, none of this would be happening! I’m afraid I made life awful for my friends! (She lets her head drop.)

Starlight: (stroking her mane) I really think you’re being too hard on yourself. (Twilight snaps up to face her.)

Twilight: Am I?!?

(Any further debate is curtailed by a distant knock. Cut to an extreme close-up of the front doors, which swing open under Twilight’s control to reveal her and Starlight standing just inside the entrance. Both faces register surprise and Twilight lets out a yelp just before the camera zooms out to put a clamoring mob on the steps. Applejack’s hat and the heads of Fluttershy and Rainbow can immediately be discerned in the front row, the blue pegasus having donned her favorite black sunglasses, and a slow pan across that rank tells it all. Pinkie and Rarity wear hooded cloaks to disguise themselves, Pinkie sporting oversized eyeglasses and Rarity with her messy makeup cleaned away, Applejack and Fluttershy are exhausted, and Rainbow cowers behind her shades. All five gallop into the entrance hall, barely keeping ahead of zealots and agitators alike, and Starlight hastily uses her magic to slam the doors, breaking a mare’s pro-Twilight sign off its stick. She gives a big dopey grin to Twilight, who uncorks a heavy sigh.)

Applejack: I didn’t know where else to go. I’ve got so much cookin’ and cleanin’ and family-in’ to do… (pulling hat down over ears) …I ain’t got time for anythin’ else!

(She hunkers down miserably to one side of a vase standing on the floor; Fluttershy is on the other, sitting on her haunches and looking to be on her last good nerve. Up pops Pinkie’s head from the ceramic itself, having shed her cloak and spectacles.)

Pinkie: At least ponies aren’t laughing every time you talk! (Fluttershy stands.) Not even I want to be funny all the time! I’m telling you, my days of hilariosity-ness-ness are over!

(She drops back into the vase; cut to Rainbow, now in a hover and without her shades.)

Rainbow: You think you’ve got problems? (touching down) I know I’m awesome, but I can’t even go to the bathroom without somepony trying to tell me how cool I am.

(She takes note of a length of fabric that extends into view toward her; zoom out to show it attached to a multi-layered mishmash of a gown worn by Rarity. She has shucked out of her cloak and stacked no fewer than three different hats atop her disheveled mane.)

Rainbow: Uh, Rarity? What are you wearing?

Rarity: My emotions, darling! (Float up a measuring tape.) Stress couture! (Cut to Fluttershy.)

Fluttershy: I don’t know what I’m gonna do if I have to defend myself one more time!

(On the end of this, the tape makes its way over and starts to take a few measurements; she regards it with pure hostility, then gives Rarity a dose of the same.)

Rarity: Hm? Oh, uh, sorry, darling. Force of habit.

(Twilight risks pulling aside the curtains over one window, only for a knot of ponies to mash themselves against the glass and shout mixed threats and adoration. She pushes the cloth back into place just as quickly and wheels away from the window in a fright. Cut to a slow pan across the rest of the gang—skittish Rainbow, Rarity curled up and rocking back and forth, sullen Fluttershy, snoozing Applejack, Pinkie trying to emerge from her hiding vase and falling across Applejack to wake her up. Starlight watches these developing mental breakdowns with clear concern as Twilight crosses to her.)

Starlight: Okay, so maybe they are having a hard time with it. That doesn’t mean you did anything wrong.

Twilight: Yes, I did! Releasing the journal was my idea, and it backfired in ways I could never have imagined!

Starlight: It’s not your fault! It’s everypony else’s! They’re just focusing on the wrong things and—

(She cuts herself off sharply with a gasp as a few synapses fire.)

Starlight: Wait here! I’ve got an idea! (She teleports away.)

Twilight: I can’t wait any longer. I’ve got to fix this.

(She marches off across the entrance hall, her friends gathering to watch her; Pinkie is now out of the vase. Outside, the mob is perhaps two or three rounds of invective away from moving on to actual physical violence when Twilight throws the doors open.)

Twilight: Everypony, please stop!

(No soap; they simply crowd up the steps toward her. Among them is a unicorn stallion reporter levitating a notepad and bringing a pencil out from behind his ear. Light brown coat, grayish-green mane, green eyes, loose necktie striped in two shades of green, cutie mark of a pencil within a word balloon. The mob falls silent as he speaks and begins to take notes.)

Reporter: Princess Twilight, I’m with the Canterlot Chronicle. Quick question. What would you say to ponies who wonder why you moved to Ponyville in the first place?

Twilight: I moved here to learn about friendship. That’s why the journal even exists.

(Pinkie steps up on one side to offer a reassuring smile and pat, and soon the other four co-authors are standing with them. Rarity has shed her crazy-quilt outfit, she and Applejack have groomed themselves properly, and Fluttershy is her usual sweet self again.)

Twilight: It took some time for me to get the hang of it, but it was each of these ponies standing next to me who taught me the lessons in those journals. (Cut to each in turn; she continues o.s.) Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy too. (Back to her.) Then it was all of you. I’ve learned so much from—

Reporter: What I mean is, some ponies would argue that it doesn’t seem believable that the six of you would be friends.

Twilight: Believable?

Reporter: (putting pencil behind ear, briefly floating up a journal) Well, sure. I read this journal cover to cover, and I have to say, your character would have been much more interesting if she’d stayed in Canterlot.

Twilight: (needled) My character? We are real ponies! This journal is a record of things that actually happened to us! We made mistakes, and we learned from them!

Stallion 3: What about Rarity? Are we really supposed to believe she learned anything she wrote in there?

(On the start of the next line, cut to a trio of airborne pegasus foals, the two fillies who refused to leave Rainbow alone in Act Two and a colt. The one who did the speaking in that scene now wears a T-shirt marked with the ace flyer’s face inside a heart, and the colt wears sunglasses in her favorite style and carries a sign with her cutie mark.)

Filly: That’s why you want to be Team Dash! She’s the only one who didn’t really need to learn anything, because she was already so cool.

Mare 5: (poking at journal) Twilight was better before she got wings!

Mare 3: Fluttershy is just so painfully shy, it’s hard to relate! I mean, come on!

(The arguments break out anew, and sweat begins to run down Twilight’s face as she glances fearfully from side to side and the camera zooms in slowly.)

Twilight: Wait a minute, everypony!

Stallion 6: (frantically, hooves to head) Are Pinkie Pie and Applejack related, or what?

(In the tumult, one copy is thrown free to land before the six friends, open and with its cover facing up. Zoom out to show it lying only a few feet from Twilight, who looks around herself in vain for some relief from all this madness.)

Twilight: Listen to me! (echoing) LISTEN TO ME!

Stoptime acoustic guitar/string melody, moderate 4 (B minor)

(The crowd instantly shuts up; she points out the dropped journal.)

Twilight:         I never claimed to be perfect, my mistakes are all written in ink

                None of us claim to be perfect, and it’s sad if that’s what you all think

Stoptime ends; electric bass, light percussion, piano in

(walking among the crowd)

                Our flaws help to make us special, they bond us and keep us strong

(The other five smile at each other.)

                Our flaws are what brought us together, so stop acting like something’s wrong

Piano out; mandolin, full percussion in

(She teleports back to them.)

All six:        We’re not flawless, we’re a work in progress

(Fluttershy and Rainbow sing to one another, each appearing against a background of the other’s coat color in a split screen. A 180-degree turn of the dividing line erases them, but they step back out from it on each other’s side and share a winking embrace.)

                We’ve got dents and we’ve got quirks, but it’s our flaws that make us work, yeah

(The six again.)

                We’re not flawless, we’re a work in progress

(They are reflected in the six-pointed pink star on the journal’s cover; zoom out as it opens, a rainbow-streaked mountain skyline popping up.)

                So tell me what flaws you got too, ’cause I still like what’s flawed about you

(Rainbow zooms into view, following the bright arc into the sky until it disappears behind a billboard.)

Strings out

Rainbow:        They say I’m a big shot, that my ego’s the size of a whale

(The display shows her in bigger-than-life detail, including sunglasses; she flies off.)

Billboard Rainbow: (raising/lowering shades)

                My confidence comes off as cocky, but it gives me the courage to fail

Strings in

(The entire scene lifts out of view to reveal Rarity draped across a couch under a spotlight. Close-up.)

Rarity:        Sure, I can be a drama queen, a bit stuck-up, it’s true

(Zoom out; the furniture has been replaced by Applejack, who bucks her off her back.)

Applejack:        And I can be too eager to please, there’s such thing as bein’ too honest, too,

                     ’cause

(As the crowd watches, unsure of what to make of all of this, Applejack and Pinkie step up to each other. A split screen puts each against the other’s coat color, Pinkie making a silly face; when the divider spins, Applejack emerges first from the pink side and Pinkie tackles her.)

All six:        We’re not flawless, we’re a work in progress

                We’ve got dents and we’ve got quirks, but it’s our flaws that make us work, yeah

(The six again.)

                We’re not flawless, we’re a work in progress

(They are reflected in the star on the cover; when it opens this time, a rain of balloons flies up and leaves behind two Pinkies in a psychiatrist’s office setting. The one on the couch sings the next verse, while the other wears Groucho Marx joke glasses and takes notes.)

                So tell me what flaws you got too, ’cause I still like what’s flawed about you

Instrumentation drops back sharply, then gradually builds again

Backing vocal accents under next verse

Pinkie:        Ponies think I’m all bubbles and laughter, that I don’t seem sincere

(A third Pinkie pushes the whole scene up and out of view, then pulls Twilight and Rainbow to herself for a hug.)

                I might joke around a little too much, but I’m just so happy you’re here

(A storm of bubbles rises past the camera; behind it, wipe to Fluttershy standing within an open clamshell. She rises into the night sky, Twilight’s face forming from the stars.)

Fluttershy:        It took me a while to be confident, to really come out of my shell

(A teleport, and all six are back together; now Twilight and Rarity face each other.)

Twilight:        But nopony has to be perfect, by now don’t you know us so well, because, yeah

(A split screen puts Twilight against a light blue background and Rarity against a pink one, and they emerge from these sides of the dividing line after it spins to clear them out. Twilight reads a book at first, but Rarity sets it aside with her magic so they can embrace.)

All six:        We’re not flawless, we’re a work in progress

                We’ve got dents and we’ve got quirks, but it’s our flaws that make us work, yeah

(The six again, standing back to back in a small cluster as the camera tracks around them.)

                We’re not flawless, we’re a work in progress

(They are reflected in the star on the cover; when it opens this time, all six pop up.)

                So tell me what flaws you got too

Pinkie:        You got too

All six:        ’Cause I still like what’s flawed about you

(Cut to an overhead shot of them in the same pose, now standing at the base of the front steps, and zoom out slowly.)

Song ends on a quiet chord in D major

(Close-up of Twilight as she approaches the crowd.)

Twilight: So you see, everypony? None of us ever claimed to be perfect. Without our flaws, there wouldn’t be any friendship lessons to learn. (Slow pan across the other five; she continues o.s.) Without our flaws, there probably wouldn’t be any friendships at all.

(The throng ponders this lesson for a beat—and then goes right back to its old, raucous behavior. All six faces fall, Applejack putting a disgusted hoof to hers. Cut to inside the again-closed doors, which Twilight shoves open with her magic so they can enter and then slams. There follows a collective sigh of defeat.)

Rainbow: So that just happened.

Starlight: (from o.s.) Girls!

(Cut to her, rounding a corner and followed by a smiling Coconut and Toola.)

Starlight: I found two ponies who have something I think you should hear.

Toola: Um, we just wanted to say thank you— (Close-up.) —to all of you. (Pan to Coconut.)

Coconut: Yeah, our friendship…well, we were having trouble until we read your journal. It showed us that friends can go through all sorts of tough times and come through stronger than before. (Toola throws a foreleg across her shoulders.)

Toola: It’s made us better friends than we’ve ever been.

Twilight: Really?

Coconut, Toola: (nodding) Mmm-hmm!

Twilight: Ooh, I can’t tell you how much it means to hear that. Thank you for telling us. We’ve had a tough couple of days, but knowing we’ve helped fillies like you…

Applejack: (crossing to fillies) …it makes everythin’ we’ve been through worth it.

Rarity: Absolutely. Fads come and go. (foreleg across Applejack’s shoulders) Friendship is forever. (Cut to Rainbow, hovering.)

Rainbow: There are worse things than not being able to do anything without being told I’m awesome. (Pan/tilt down to Fluttershy.)

Fluttershy: And we can’t change the way other ponies think about us, but we can change how we let it affect us. (Pinkie slides over to her, holding a pie.)

Pinkie: Or how we don’t let it affect us!

(She smacks herself in the face with it, the tin falling away to leave the big blue eyes shining out through a layer of filling and crust, and giggles.)

Pinkie: Go ahead! Laugh!

(All do so, Starlight moving to give the fillies a hug. The other six mares gather for one of their own, Pinkie with her face now clean; after their merriment dies down, Applejack shoots a glance toward the doors.)

Applejack: Reckon we still have to deal with them, don’t we?

(The war of words starts to make its way in through the doors. Pan quickly to the unruly bunch, now all but ready to go straight to open armed conflict, then cut back to a close-up of Twilight amid the pony pile.)

Twilight: Stay in the friendship moment, Applejack. They can wait a little longer.

(Fade to black.)


TRIPLE THREAT

Written by Josh Hamilton

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of the Ponyville town hall during the day and zoom in slowly. The entire town square is being decorated for a festival, including a flame-patterned banner that Twilight Sparkle and Starlight Glimmer are stringing up on the third-story balcony with the help of their magic. Spike paces the square with a quill and a long checklist in hand; close-up of him, visibly worried.)

Spike: Is the banner even?

(A glance upward tells him that his boss and her student are getting the ends just so.)

Spike: Are the flowers in place—by which I mean “completely out of view”?

(On the end of this, cut to Twinkleshine using her field to uproot one bunch and transfer them to a cart pulled by Berry Punch, who hauls them away.)

Spike: I’m pretty sure dragons don’t like flowers.

(The reptilian green eyes flick in a different direction; cut to a low circular platform, roughly hewn from red gems, with a hole bored down through its center.)

Spike: (crossing to it, peeking in) And what about the ceremonial Dragonfire Flame of Friendship? Is it still flaming?

(A gout of pale blue fire roars up, hurling him and the checklist away; he winds up nicely charred, but the scroll survives undamaged and is lying nearby.)

Twilight: (flying to him, as he dusts his face/belly off) Spike, everything looks great! You’re getting yourself worked up for no reason.

Spike: I have lots of reasons.

(He stands up, now fully clean of soot, and fishes in a hidden pocket.)

Spike: In fact— (pulling out a second, short list) —I wrote them down. (Cut to Twilight, joined by Starlight.)

Starlight: Ugh. You’ve been hanging around Twilight for too long. (Twilight chuckles lamely.)

Spike: (from o.s.) Reason number one— (Back to him.) —I invited Dragon Lord Ember to Ponyville today. Reason two—the Dragon Lord is a dragon. Reason three—she’s coming here to learn more about friendship.

Twilight: (from o.s., gesturing into view) According to Ember’s letters— (Cut to her and Starlight.) —the dragons are trying to be friends. But competing is in their nature, and it’s leading to more and more fights.

Spike: (from o.s., holding scroll into view/pointing at it) Which brings me to reason number four. (Pull it away; cut to him.) The Dragon Lord wants my advice, and as the new official Equestrian friendship ambassador to the dragons, I can’t let her down.

Twilight: I know you feel a lot of pressure, but you got this, Spike. (He beams, then deflates.)

Spike: I…I just want things to be perfect.

(A yellow-green hoof reaches into view to tap him on the shoulder, throwing a mild shock into both mares. Spike glances behind himself; cut to his perspective, tilting up from ground level to frame all of Thorax’s figure, including his smiling face and spread wings.)

Spike: (gasping softly) Thorax! (Grin; cut to all four.) You’re in Ponyville!

Thorax: (thumping his shoulder) Of course I am, silly! You invited me, and I’m not one to back out of an invitation. (waving) Hey, Twilight! Hey, Starlight! (Cut to these two.)

Twilight, Starlight: (weakly, Starlight waving) Hey./Hello.

Thorax: (from o.s.) Ooh! (Overhead shot of the group, panning slowly.) I can’t believe you did all this for me! (flying around) Great banner! Love the stage! (He lands by the Dragonfire Flame of Friendship.) What’s this flame thingie? (Close-up, the fire reflecting in his eyes.) Oh, it’s pretty.

(He leans toward the camera for an entranced, extreme close-up.)

Twilight: (whispering, to Spike) You invited Thorax over to Ponyville on the same day as Ember!?

Spike: Apparently.

Starlight: That doesn’t seem like a good idea. (whispering) How are you gonna entertain them both? (Spike’s ears droop.)

Spike: I have no idea.

(Zoom in as he sweats and shudders through clenched teeth, claws digging panicked furrows in his cheeks, then fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to Thorax, now seated on his haunches before the Flame of Friendship and stretching his forelegs happily toward it. On the start of the next line, pan away from him to Twilight, Starlight, and Spike.)

Spike: I completely forgot! Thorax wrote and said he needed to talk, and I told him to come over. I didn’t realize it was the same day I invited Ember! What am I gonna do? (Shiver.)

Starlight: Well, maybe they’ll like each other.

Spike: Probably not. Ember is tough and self-assured and intimidating, and Thorax is…

Thorax: (from o.s., excitedly) Spike!

(Cut to the quartet; he is now up on all four hooves, and a stallion pushes an ice sculpture in Dragon Lord Ember’s likeness past them.)

Thorax: (rearing up briefly) I’m so glad you invited me. (hugging him) You are one of my closest, nicest, most caring, most understanding friends ever! (He glances after the sculpture.) Ooh! Is that ice in the shape of a dragon?

(Four legs become a blur of motion as he races after it, leaving a properly confounded pair of mares in his wake. Close-up of them.)

Starlight: Yeah, I see your point. They might not get each other. (Zoom out to frame Spike on the next line.)

Spike: Or worse, they’ll hate each other! (pacing) And if the leader of the changelings and the Dragon Lord get into a fight… (He swallows hard.) …I could be responsible for starting a war that could ruin Equestria as we know it!

(Zoom in on one slitted pupil until it fills the screen as he pulls in a huge, terrified breath. Stars wink into being against the darkness, and stylized figures of Ember and Thorax glare at each other with open enmity. They start to butt heads, the camera zooming out to frame their respective armies closing in on one another over a barren, rocky landscape that resolves into the curve of a planet. Now lost behind the horizon, the two combatants annihilate one another in a blinding glare that spills over the terrain like a nuclear explosion, obliterating all in its path and washing out the screen. From here, fade in to one fear-stricken baby dragon, who overcomes his momentary paralysis with a fit of sweaty hyperventilation. Twilight bends down to him.)

Twilight: I’m sure that won’t happen. (He calms down.) Now pull it together.

(He glances after Thorax; cut to the latter admiring the Ember statue.)

Spike: (crossing to him, chuckling) So, Thorax. Everything good with you? (Thorax turns to face him.)

Thorax: Ugh, well, honestly, no, not really. I have indigestion. I’m not sure if it’s the new diet or stress, or—or maybe it’s both.

(During this line, Spike looks up to the sky and voices a strangled little yelp, having seen something closing in fast, and the camera zooms in to pick it out as the Dragon Lord herself.)

Spike: NO!!

Thorax: (smiling, relieved) Yeah, it really could be both. (Spike throws a desperate look to Twilight and Starlight.) And it might be affecting my sleeping, too. I’m a real tosser and turner these— (Cut to them on the end of this; both glance up.)

Twilight: (softly, over previous) Uh-oh. (Worried moan as she moves in; back to Spike and Thorax.)

Spike: Sounds like you really need to unwind. Uh, how about a, uh…a trip to the Castle? Heh. You can’t miss that view. (He starts to push Thorax along.)

Twilight: (crossing to them) Yes, the Castle! I’ll give you a personal tour.

(She begins to lead her fellow ruler away, leaving Spike to his own devices—but they stop after a few steps and Thorax looks back over his shoulder.)

Thorax: Uh, aren’t you coming?

Spike: (trying to sound casual) Yeah, I’m just gonna grab some ice cream for us and catch up.

(His not-entirely-convincing chuckle sends them on their way, and he shoots a scared look into the sky just as Ember rockets down, landing in a crouch with enough force to crack the earth. She stands proudly upright, hands on hips, and Spike directs a nod to one side. In a trice, three unicorn mares in gold-trimmed livery line up with trumpets aloft in their fields. A thumbs-up to his other side brings three more into formation. Cut to Ember, whose confident reverie is shattered when all six blow a rousing fanfare; she covers her ears and glares around herself, scaring them into lowering the horns and one into dropping hers. She is about to jump this hapless mare when Spike’s voice cuts in.)

Spike: (from o.s.) Dragon Lord Ember!

(The almost-victim peels out, taking her trumpet with her. Cut to Spike.)

Spike: As the official Equestrian friendship ambassador for the Dragon Lands and for Ponyville— (crossing to Ember) —I, Spike of Ponyville, welcome you to… (losing steam) …uh, Ponyville. (softly, to himself) I gotta work on my official speech.

Ember: (smiling) Okay, thanks.

(The hug that he latches around her midsection catches her off guard, but she manages a humoring chuckle.)

Ember: Right. The hug thing.

(He backs off with a laugh; she pats his head and glances around herself.)

Ember: This place has a lot of colors. In the Dragon Lands, everything’s just rocks or the color of ash.

(She lets go with a sudden flaming sneeze that does heavy damage to the decorations festooning the town hall; gasps and surprised cries from the nearest spectators.)

Ember: That’s probably why.

(The remaining five heralds, too stunned for words, abandon their instruments and beat a frenzied retreat with those same onlookers close behind. Ember smiles and looks past Spike with a wave.)

Ember: Hey, Twilight!

(The next cut reveals that she has actually addressed Starlight, who looks around only to find that the pony in question is nowhere in sight.)

Starlight: Actually, I’m Starlight. Starlight Glimmer. (She approaches and holds out a hoof.) Nice to meet you.

Ember: (shaking it) Oh! Sorry. I’m…really gonna have to get used to these pony names. Lots of “lights” and shiny things. (A brief look around.) Uh, so where is Twilight?

Spike: She’s in her castle.

(He immediately claps both clawed hands over his mouth, realizing that he has just said too much.)

Ember: We should go visit her, then. Part of friendship is saying hi to your friends, right?

Spike: (nervously, sweating) Uh…well…yeah, but… (He trails off into mumbling.)

Ember: You’re making weird noises. Do you have a stomachache?

Spike: Uh…I think I feel one coming on. (Tentative grin.)

Ember: Well, you know what us dragons say. “Push past the pain!” (walking past Starlight/Spike) Now let’s go!

Spike: Or we could stay here. (Ember stops.)

Ember: Or I could go without you.

(Start off again; Spike’s face falls in a mighty grimace as Starlight chuckles airily.)

Starlight: I like her.

(The little guy voices a choked noise of fear and hurries after his visitor, Starlight ambling along to bring up the rear. Dissolve to the entrance hall of the Castle of Friendship, one door creaking open just far enough for Spike to peek in.)

Spike: Good. They’re not here.

(The door is pulled out of his grip and opened farther thanks to Ember.)

Ember: What was that? (Starlight catches up.)

Spike: Uh…I… (forcing a smile) …I said it’s all clean in here.

(He works up a grin that manages to convince exactly none of the other two, and the sweat starting to dribble down his face helps not a bit.)

Spike: Uh, you must be hungry from your travels. Please, I-I’d love to present you with an official friendship welcome banquet.

(The Dragon Lord strides in, Starlight and Spike following as the unicorn magically exerts her magic over the open door. Dissolve to these two seated at a fully loaded table in the dining room and watching with mild horror as the sound of enthusiastic munching floats across to them. Bits fly in their direction before the camera pans to frame Ember sitting a short distance away. In front of her is a basket filled with an assortment of sweet treats; however, she has ignored the food and is chomping down on the container itself, which is made of crystal. Lying around it are the remains of several upended dishes. Ember finishes by dumping the basket out and taking another big bite.)

Ember: (mouth full) So this is something friends do? I can get used to this. (Munch; cut to Starlight and Spike.)

Starlight: Actually, that’s not food. (Spike elbows her.)

Spike: (whispering, to her) Dragons love gems!

Starlight: (pointing) Fine, but you’re telling Twilight what happened to her wall.

(Pan quickly in the direction she has indicated and stop on Ember, who is now putting a sizable dent in a nice crunchy column.)

Ember: Mmm!

Spike: (softly, to Starlight) Just keep her here. (full volume, to Ember) Okay, yeah! (Laugh; hurry out.) Enjoy all the, uh, crystal…things! (Cut to him.)

Ember: (from o.s., mouth empty) Where are you going? (Stop short; back to her.) I thought this was an official friendship banquet.

Spike: (racing off again) Just gotta use the little dragons’ room!

(The hasty exit leaves Starlight to slump sullenly in her seat as the out-of-towner keeps working on the column. Wipe to Twilight and Thorax in the library; she sits in an upholstered armchair under a reading lamp, levitating a book, and his smile is showing a bit of strain.)

Twilight: So this is my comfy chair for fictional reads.

(She grunts and squirms a bit to find just the right support, then levitates the book out of the way and jumps off. A few quick steps bring her to a table stacked with scrolls and equipped with crystal chairs, and Thorax crosses to her.)

Twilight: (jumping onto one) This is my studying chair because the hard back keeps me awake.

(Thumping her back against it causes her to wince slightly; he works up a grin of feigned understanding before the creak of a door snaps him back to the world. He turns in its general direction with a real smile and hurries over to where Spike is about to sneak out.)

Thorax: Oh, Spike! (trotting in place) I’m so glad you’re here. (softly) Uh, this Castle visit is getting weird. Twilight really likes chairs.

(A cut back to her discloses the fact that she is now floating three wooden ones overhead. From o.s., Thorax’s breath catches in his throat for a moment.)

Thorax: (from o.s.) Oh! (Pan to him and Spike.) What happened to the ice cream?

Spike: What? (remembering) Oh, right! Uh, they ran out. Heh. Hey, I-I’m really sorry, but I gotta borrow Twilight quickly.

(He runs across and yanks her bodily out of the library, leaving behind only her surprised yelp as the chairs crash to the floor.)

Spike: Be right back!

Thorax: Uh, but we didn’t get a talk yet!

(He grumbles to himself. Cut to the throne room, whose doors burst open just long enough for Spike to bulldoze Twilight in and slam them shut again. The central table is set with its magical map.)

Spike: Ember’s here!

Twilight: I know. I saw you coming and had to distract Thorax by showing him chairs. Why did you bring Ember to the Castle, of all places?

Spike: I don’t know! (pacing) Ember was asking for you, Thorax wants to talk with me— (He zips back to her.) —we need to switch places. They might be getting suspicious!

Twilight: (smiling) All we have to do is make both Thorax and Ember feel special and keep them apart for a few more hours. We can do this.

(Confidence in their pooled abilities goes bye-bye when Spike’s head spines start doing something new—namely, flashing from the top of his head down. He yells in pure terror.)

Spike: (sobbing) What’s happening?

(He tacks on a shuddery little cry before the camera cuts to an overhead shot of the pair. A pale green light shines from the vicinity of the table; on the next line, zoom out slightly to reveal that it has entirely turned this color.)

Twilight: I-I think it’s the map! (A tiny copy of Spike’s head descends to hover over it.) It’s calling you! (They step to the edge, green slowly yielding to blue.) Apparently you also have to solve a friendship problem.

(The camera cuts closer to the freaked-out baby dragon in three steps, stopping at an extreme close-up of his face and the clawed fingers pulling down at both cheeks. Sweat begins to run down the violet hide before the view snaps to black.)

Act Two

(Opening shot: fade in to Twilight and Spike.)

Spike: The map is calling me?!?

Twilight: Oh, amazing! The map is really reaching out! (He throws her a squinty sidewise glance.) Not a good time? I get it. (Sound of the doors opening.)

Starlight: (from o.s.) Spike, are you here? (Cut to her, entering.) Ember’s eaten all of Twilight’s decorations and— (She stops short with a big smile.) —oh! (laughing a bit, walking again) Hey, Twilight!

(The light show atop Spike’s head freezes her again and brings a sharp gasp.)

Starlight: (apprehensively) Glowing map…

(Cut to it, now all blue again. The sound of her hard swallow comes through loud and clear; back to her.)

Starlight: …glowing spikes…

(Pan quickly to the number-one assistant, sweat glands working double time.)

Starlight: …that’s not good.

Spike: I know! (He starts pacing.)

Starlight: At least your friendship problem is in Ponyville? (Weak laugh; he stops.)

Spike: Okay, okay. To pull this off, I’m gonna need both of you to help. (Dart back to them.) You two need to keep Ember and Thorax separate while I get ice cream.

Twilight: (pointedly) You mean, find the friendship problem.

Spike: (pained) Yes! Go easy on me. (walking out) I’m under a lot of pressure.

[Animation goof: He briefly appears in the library during the previous exchange.]

(Twilight moves to follow him away. Dissolve to a busy Ponyville street; Spike tops a rise and comes into view, his spines no longer flashing.)

Spike: (voice raised) Friendship problem? Anypony got a friendship problem here?

(Daisy trots past in the foreground; behind her, the view wipes to Twinkleshine and a stallion talking beneath a tree. Spike hangs his head into view from the leaves, upside down.)

Spike: Any problems to solve?

(He pulls back into the foliage, leaving two very surprised ponies to stare up at where it had been. Pan down the block; he pops up from a bush to address a construction worker.)

Spike: Friendship problems?

(This stallion is so spooked that he leaps into a nearby freshly dug hole. The pan continues and stops on a bin of apples being looked over by a mare out to do a little produce shopping. He emerges from within the pile, scaring her off.)

Spike: Friendship problems!

(His face falls at the sudden abandonment. Cut to within a house’s kitchen; Spike opens a window and climbs halfway in to address the two stallions sitting at a table.)

Spike: Anypony got a friendship problem here? (They just stare at him.) No? Okay.

(Exit, closing the window; the two trade hopelessly confused stares. Cut to Bon Bon and Lyra Heartstrings, out in the street and out of sorts.)

Lyra: (scoffing) Well, I think vanilla strawberry crème is overused!

Bon Bon: Hmph! (Zoom out to put Spike in the fore.)

Spike: Yes! Fighting! (Both shoot him vexed looks.) Um, I mean…what seems to be the problem?

(Their reaction mirrors that of the stallions. Wipe to Ember in the dining room, chewing on a bite of crystal from the columns and tossing another fragment down the hatch.)

Ember: (mouth full) Mmm…mmm, good stuff!

(She converts the mouthful to a flaming belch as Twilight opens the door and looks in.)

Twilight: (smiling, waving) Ember! There you are! (She darts over to hug the dragon.)

Ember: Okay, right. More pony hugs. (Twilight backs off.)

Twilight: How’s your trip to Ponyville so far?

Ember: Well, I’m certainly learning a lot about friendship. I had no idea it was polite to decorate your walls in your friends’ favorite foods.

(A shot of the entire room shows that she has taken this “lesson” a bit too far by eating hunks out of every single column at heights ranging from floor to ceiling. Twilight looks around at the extensive damage and voices a weak giggle.)

Twilight: Oh, my.

Ember: Where’d Spike and Starlight go? (testily) I feel like I’m being avoided.

(Crossing her arms, she huffs out a burst of black smoke to underscore the sentiment.)

Twilight: (reassuringly) No! They’re just making sure everything is perfect for your welcome party later. In the meantime, how about I show you around town?

Ember: (smiling) Sounds good. I can’t exactly learn about friendship if I don’t make new friends.

(Off she goes, passing Twilight and the fixed grin that has settled on her face. Once the winged unicorn is sure she will not be heard, she lets it drop with a sigh and grimace. Wipe to Thorax in the library, now sitting on her “comfy” chair and straining to find just the right spot for maximum relaxation. Eventually he hits it.)

Thorax: Ahhhh…

(Enter Starlight; the sound of the door closing behind her startles him out of his bliss with a gasp.)

Starlight: Uh, hey, Thorax. Um, Twilight and Spike had some boring official paperwork to deal with, so, looks like you and I get to hang out. What would you like to do?

Thorax: But I wanted to talk with Spike. He said he’d be right back.

Starlight: Oh, you will, but first, how about we grab a bite to eat?

Thorax: Huh. (rubbing belly) Well, you know, now that you’ve said it, I am a little hungry. (climbing off chair, walking off) Is there a dining room in the Castle?

Starlight: (suddenly panicked) No! (Puzzled look from him; she catches herself.) I-I mean, yeah, but that’s Castle food. If you want the good stuff, we gotta go to town.

(Grinning at the suggestion, he crosses past her.)

Starlight: (to herself, wiping forehead) Phew!

(She gets her hooves moving to catch up. Wipe to a close-up of Spike walking down a street between Bon Bon and Lyra.)

Spike: And that’s why you should never let cupcake flavors get in the way of your friendship.

(Longer shot, framing all three as they pass a table outside Sugarcube Corner at which Starlight and Thorax are having tea. The two mares’ mood is much improved.)

Lyra: Huh. I guess I never thought of it that way. Thanks, Spike.

(She and Bon Bon continue on their way, while Spike stops, waves goodbye, and looks expectantly up at the top of his head in close-up. When his spines fail to start flashing—his particular equivalent of a pony’s cutie mark flaring to indicate a completed mission—his face falls and sweat starts to run down his exasperated features.)

Spike: Aw, come on, glow!

Thorax: (from o.s.) Spike!

(The little guy straightens up and turns to the table.)

Thorax: There you are! Uh, done with your boring paperwork, I see.

(As he sips his tea, the dragon gives him an odd look while the unicorn voices a big fake laugh.)

Starlight: (jerking head toward Thorax, as a signal to Spike) Uh-huh? Uh-huh? (He catches on and grins.)

Spike: Yep! (laughing, crossing to table) I am done with whatever Starlight says I was doing. (He climbs up onto a nearby fence.)

Starlight: Thorax wanted to get out of the Castle. I thought coming to town was a really, really great idea.

Thorax: Well, maybe now we can talk. (Starlight, between Spike and Thorax, slides down and out of sight.)

Spike: (uneasily) Uh, sure.

(He takes Starlight’s place at the table and she backs off from it.)

Starlight: I’ll leave you guys to it. (Exit.)

Thorax: First of all, I want to say thank you for having me over. (scratching back of head) I’m in a bit of a leadership pickle, and I could use some advice.

Spike: Well, I definitely want to help you out as quickly as possible.

Thorax: Here’s my problem. There’s this renegade group of changelings who still feed off of love. Even though I said, “Hey, let’s not do that anymore,” they say, “Hey, this is how we’ve been doing things for hundreds of years…”

(The unlikely confidant does his level best to present himself as alert and attentive throughout the previous line. On the end of it, dissolve to a close-up of him, ears wilting, lower lip caught in teeth, and eyes darting desperately back and forth in his sweaty face. The previous line fades away as the next one fades up.)

Thorax: (from o.s.) …but it’s like they don’t want to, even though I’m the leader and I asked them…

(His last few words fade out as the view wipes to Twilight and Ember following a stallion and his apple cart down the block. When they pause after a few paces, quite a few ponies stop to stare for a moment and then gather in close, murmuring excitedly.)

Ember: (voice raised) Hello! I am Ember, daughter of Torch, winner of the Gauntlet of Fire and lord of all dragons!

(She ends her introduction with a fiery exhalation directed skyward that turns the onlookers’ interest to screaming, fleeing panic.)

Ember: (normal volume, chastened) Usually when I do that, the dragons are eager to meet me.

Twilight: That’s not how ponies make friends. (Ember thinks a bit, smiles, and starts to pace.)

Ember: Ahh, I get it.

(Cut to a close-up of Derpy Hooves, poised to scarf down a muffin. Ember reaches into view and swipes it off her hoof.)

Ember: This is a weird friendship thing you ponies do, right?

(She proceeds to mash it against the nearest patch of wall, causing the cross-eyed pegasus to flinch in utter disbelief at this crime against baked goods. The brows above the red eyes and grinning mouth quirk twitch upward, as if encouraging Derpy to see the humor in it all, but the latter just backs away fearfully. Starlight hurries up to the scene of friendship gone a bit off the rails.)

Starlight: Uh… (The muffin falls off the wall.) …you guys are in town too?

Ember: What are you talking about? You’ve been with me this whole time.

Starlight: No, I’m Starlight.

(Zoom out slightly to put Twilight in view, standing behind Ember. The Dragon Lord looks from one to the other.)

Ember: Riiight. I’m sorry, but you can’t blame me. You both look and act so much alike.

Twilight, Starlight: (needled) What?!

(Another look between the two equine faces, and the view dissolves to an extreme close-up of Spike’s fingers tapping distractedly against the table next to his teacup. On the next line, zoom out to frame all of him, still perspiring profusely and wishing he could take a crash course in teleportation, and cut to his perspective of the cup.)

Thorax: (from o.s., fading up) …and they said to me they just keep saying the same thing. You know, I think my leadership problem started in childhood. (fading out) I must have been three when…

(Under this last, a dissolve shifts the cup’s shadow from one side to the other, marking the passage of a sizable length of time.)

Thorax: (from o.s., fading up) Three’s a different story— (Cut to just behind his head, framing Spike, as he continues.) —a-and you’ve definitely gotta hear it.

(Under his next words, the inattentive dragon peers past him, eyes popping wide, and the camera cuts to his perspective of a stallion and mare getting into a confrontation over a single stool at the next table behind Thorax.)

Thorax: But the story about my brother was when I was two—or was I one? (Close-up of the two.)

Stallion: This is my seat! I saw it first!

Mare: Well, I got here first! (They butt heads.)

Spike: Thorax, uh, excuse me for a second.

(He wastes no time in pushing his own stool over to the table and pushing their noggins apart.)

Spike: Ponies, please! If I may— (now standing on stool) —I think I can help solve this friendship problem.

(Hopping down, he pushes both seats together.)

Spike: (jumping back up) You two should sit together. You both like the same place, you both ordered muffins, you’re both ponies. I think if you made a little effort, you’d find—

(The customers, now smiling, plunk themselves down back to back and force him off the stools with a yell. He gets up and walks away, brushing dust from his hands.)

Spike: Okay. That had to have done it. (sweating, addressing himself upward) Come on, spikes. Glow!

(A moment’s silent strain fails to set off any light show on his head spines, and he groans softly to himself.)

Thorax: (from o.s.) Hey. (Zoom out; he is looking down at Spike from his stool.) That was really great advice. So what do you think I should do?

(The little guy throws back a frightened grin and casts his eyes all around the area in desperation. Cut to his perspective, spotting Twilight, Starlight, and Ember a short way down the block, and zoom in to the sound of his startled gasp before cutting back to the table.)

Spike: (backing away) Actually, I, uh…uh, need a minute…alone, to, uh…really come up with great advice! (Now o.s., he pokes his head back into frame.) I’ll be right back. (Away again.)

Thorax: (deflated, sighing) Great. No problem. (Head meets table.) Leave me again. It’s fine.

(Wipe to the other trio, Ember now a little out of sorts.)

Ember: I’m just saying, you’re both purple ponies with purple hair.

(Twilight and Starlight run confused eyes over each other and, in close-up, train them in the Dragon Lord’s direction. The mood is starting to deteriorate on both sides now.)

Ember: (from o.s., pointing at them) You both have cutie marks with sparkly things. (Both turn to show them.)

Starlight: (laughing, but with slight disdain) Mine’s more of a glimmer. (Ember leans toward them.)

Ember: How is that different? (looking off to one side with relief) Oh, good! Spike! (He crosses to them.) Can you please tell these two I’m right? They look very similar.

Spike: Uh…well, you know, one thing friends do is let something go when it’s upsetting somepony else.

Ember: But I’m right. (leaning into his face) Besides, who are you to be telling me about friendship? I’ve barely seen you all day.

Spike: Uh…well, I-I’ve seen you.

Ember: ARE YOU CALLING ME A LIAR?!?

(Delivered with enough oomph to deposit him several feet back on his rump, not too far from Thorax’s table. He shivers in fear as the changeling ruler stands, dander up.)

Thorax: Hey! No one yells at my friend!

(A burst of green flame wreathes his form and subsides to leave a very large and very angry bear standing in his place. He uncorks a chest-pounding roar and leaps, casting an immense shadow over Spike and landing to insert himself between the two dragons.)

Ember: Spike, get away from the bear! (Twilight and Starlight grin as reassuringly as they can.)

Twilight: Actually, the bear is a changeling, and he’s quite gentle.

Thorax: Not anymore!

(He roars again, sparking Ember to let go with a flaming one of her own, and the two hurl themselves at one another with fury written in foot-high letters across each face. A split-screen view of them is punctuated by a terrified yell from Spike, and the panels slide apart to give a close-up of him looking up toward the camera, the face-off reflected all too clearly in his eyes.)

Spike: My worst fears are happening!

(Zoom in slowly and snap to black.)

Act Three

(Opening shot: fade in to a split screen of Ember and Thorax, still going full throttle and determined to rip each other to pieces. The view flicks briefly between this shot and a close-up of each n turn, after which the background changes to the Ponyville street and they freeze just inches short of making contact.)

Spike: (from o.s.) NOOOOO!! (Zoom out to frame him and both mares as well.)

Thorax: Back away, Spike! I’m not gonna let this dragon harm a scale on your back!

Ember: (to Thorax) You back away! I’m not gonna let you harm him! (Eyes pop wide as it all sinks in.) Wait. Did you say you’re not gonna let me harm Spike?

Thorax: Yeah!

Ember: But that’s what I’m doing! (Thorax’s breath catches a bit.)

Thorax: What?

Ember: Yeah. What?

(She drops out of her hover as Spike huddles sobbing on the ground.)

Spike: Equestria as we know it is over! (Thorax reverts to his natural form.) The war that pits changeling against dragon is about to begin! And it’s all my fault! My title of Equestria’s friendship ambassador is a lie!

(Only now does he realize that hostilities have failed to break out.)

Spike: Oh. Hey. You guys aren’t fighting?

Ember: Why would we be fighting?

Spike: (standing up) Because I accidentally invited you both over to Ponyville on the same day? (Tilt up to both visitors’ faces.)

Ember, Thorax: So what?

Spike: So I… (They lean down to him.) …was trying to keep you apart because I didn’t think you’d get along.

Ember: (needled) Ohh! I get it. You thought he wouldn’t like me just because I’m a dragon and I’m bad at friendship?

Spike: No, no, of course not! But…wait. Isn’t that why you’re here?

Ember: I can say I’m bad at friendship! You can’t say it about me! You know what? I don’t want to talk about it. (She flies off.)

Spike: Wait! Please! (Sigh; he addresses Thorax.) I’m sorry.

Thorax: (bitterly) No, no. It’s cool. You thought I would be too soft and someone like Ember would never respect me—just like my own changelings! (He too takes wing.)

Spike: No! That’s not it! Thorax, wait!

(He finds himself standing alone in the street, his ears wilting.)

Spike: Oh, no! What have I done?

(Dissolve to a stretch of water, a pebble plunging in with a loud splash, and cut to a close-up of Thorax’s hooves at the shore. One of several loose stones is kicked in, and a longer shot puts him dropping to his haunches at the edge of a small pond. Close-up of his reflection and dejectedly drooping head as Ember comes in for a landing behind him.)

Ember: Why are you still here? (Cut to both; she sits.)

Thorax: (sighing) Because I’m having trouble leading my pack, so I don’t really want to go home.

Ember: Wait. You’re in charge? (chuckling) Oh, boy. You need to be more assertive. (Cut to him.)

Thorax: Well, that’s my problem. I don’t know how. I tried asking them to please follow my directions, I-I even offered a prize, and then—

Ember: (from o.s., putting a finger to his lips) Shhh! (She stands and leans in close.) Stop talking!

(Two dumbfounded magenta eyes blink toward her.)

Ember: That’s how you do it.

Thorax: (laughing) Whoa! That just gave me chills.

Ember: I know you have it in you. You turned into a bear to defend Spike.

Thorax: Huh. I guess I can be tough when I’m defending my friends, but when I’m just enforcing my rules, I-I feel unsure of myself. (She puts a hand to his shoulder.)

Ember: There’s nothing to be unsure of. You’re the leader for a reason. Make a decision and let it be known that the decision is final.

(She socks a fist into a palm for emphasis on the end of this, then continues with a smug smile.)

Ember: And if that doesn’t work, turn into a bear.

Thorax: (chuckling) Well, that’s good advice.

Ember: I know it is. (He stands up.)

Thorax: So what’s your deal? Why do you think you’re so bad at friendship? (Most of the starch goes out of her.)

Ember: I don’t want to talk about it.

Thorax: Oh, you have to. How else are you gonna solve your problems?

(A few yards’ quick flight, and she is hoisting up a boulder nearly as big as she is.)

Ember: Through feats of strength and fire duels, of course.

(The mass is flung for distance and a fiery exhalation goes up after it, scoring a direct hit. Nothing but gravel is left to patter down on and around Thorax in close-up.)

Thorax: Uh, how does that help?

(Zoom out to put a much larger boulder in the fore; Ember lands atop this, hard enough to crack the surface.)

Ember: Crushing another dragon in competition establishes my dominance and makes me feel great!

Thorax: (pacing toward her) Right, but, uh, how do you think they feel?

Ember: Humiliated! Ashamed! They probably want to run away and bury themselves under a rock and… (losing steam) …never come out. They’re probably sad. (She flies down to him.) Kinda low. Definitely not happy.

Thorax: (touching his chest, then hers; zoom in slowly) That’s because that kind of competition can divide you. And it doesn’t get to the heart of the issue. Talking about your feelings does.

(Close-up of Ember, who lets go with a flaming sneeze and wipes her nose.)

Ember: Ugh! I think I’m allergic to feelings. (Cut to frame both on the start of the next line.)

Thorax: (as she blows out a smoldering spot on an antler) You know, you don’t have to be sappy or huggy-feely about it, but you should let your friends know how you feel.

Ember: (smiling) Uh, I know where we can start. (She lifts off.)

Thorax: Where? (Pause, then smile.) Oh! Spike. Heh. I got there.

(Dissolve to the town square, where Twilight, Starlight, and Spike are working on various portions of the cleanup from Ember’s welcome reception. Twilight pulls down one end of the half-torched banner, Starlight pushes a wagon full of trash with her magic, and Spike sweeps up debris. The Flame of Friendship has been removed. Close-up of the crestfallen little guy.)

Spike: I think they’re gone. They probably never want to see me again.

(Two legs—one blue-green, one yellow-green—slam down in the fore to shake him out of this deep blue funk.)

Starlight: (brightly) Or, they want to see you now.

(The little guy swallows hard and raises his eyes to the stern countenances glaring down at him.)

Ember: Guess what, Spike?

Spike: I know. I’m so sorry.

Ember: LET ME TALK ABOUT THIS!! (with great effort) I…feel…

(Her whole face goes purple and sweaty for a few seconds as she struggles not to blow a gasket, but she gets herself back under control.)

Ember: …mad. (Relieved sigh.)

Thorax: (smiling encouragingly, tapping front hooves together) Okay, that’s a good first attempt. Now maybe try to be more specific?

(She does a few stretches to limber up and fans at her face before speaking again.)

Ember: I’m… (Sigh.) …upset!

Spike: You have every right to be.

Ember: I know I do! And I know I need to tell you how I feel because my friend Thorax— (flying over him, landing on other side) —said it would make me feel better. And it does!

Thorax: (to Spike) Yeah! And I have no problem telling you what you did was wrong because my friend Ember is helping me be more assertive.

(The end result is to send the little dragon to the ground on his back.)

Spike: (awestruck) Whoa.

Ember: (to Thorax, giving thumbs-up) Nice!

(The two trade a laughing high five and turn to Spike, who sits up.)

Spike: You guys should be mad at me. I was so worried about how it could go wrong, I didn’t even think about how it could go right.

(He lies down on his belly, hands clasped, and raises two contrite green eyes.)

Spike: Can you forgive me? (Ember and Thorax trade a glance.)

Ember: I really do feel better. So, yeah. I’m good.

Thorax: Heh. Me too.

(One foreleg reels in Spike, the other Ember, and both dragons find themselves in a crushing hug. No points for guessing which one is more caught off guard by it.)

Ember: Ugh! Again?

(Spike just laughs as his spines flash—friendship mission accomplished.)

Spike: No way! It’s finally happening! (pumping fist) I solved a friendship problem! (Cut to Twilight and Starlight walking up on the following.)

Starlight: Actually, you created the friendship problem by not trusting your friends. (Thorax has let go of Ember now.)

Spike: Yeah, but then I solved it by learning my lesson. (He jumps down to face Ember and Thorax.) I should’ve told my two friends about each other immediately— (pacing away from them) —instead of assuming they wouldn’t get along.

Twilight: (crossing to them with Starlight) Good job, Spike. (He hugs her.)

Ember: Is this another part of pony friendship? Telling each other what you learned all the time?

(The three locals ponder this query for a moment, then laugh.)

Starlight: Yeah, pretty much.

Spike: Yep.

(A mass of balloons floats up past the camera; behind them, wipe to a slow pan across the town square, whose decorations have been fully reset for a lively crowd of spectators. Ember and Thorax stand facing each other opposite sides of the steps, Twilight and Starlight a short distance back from Thorax, and Spike is behind the lectern on the porch. The Flame of Friendship has been reinstalled and continues to burn brightly.)

Spike: (voice raised) So, as a show of unity, I present the Dragonfire Flame of Friendship— (Close-up.) —to both Dragon Lord Ember and Thorax, leader of the changeling pack! May the flame of friendship burn for eternity.

(Cheers and confetti mark this announcement, as do pleased smiles from Twilight and Starlight—but just as in Act One, the riot of color triggers a pyrotechnic sneeze from Ember. Thorax and the mares sidestep just in time to let the fireball hit an ice sculpture of Twilight and both honorees, reducing most of it to puddles and slush. Once the shock wears off, Ember glowers in Spike’s general direction.)

Ember: You should have more things made of rocks.

(The tension breaks with a hearty three-way laugh. Fade to black.)


CAMPFIRE TALES

Written by Barry Safchik, Michael Platt

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Notes:                This episode makes reference to characters who have appeared in the IDW comic

                series My Little Pony: Legends of Magic. Reading those stories is not essential to

                being able to follow this one, but the episode and the comics do dovetail with

                each other slightly.

                All lines marked with one asterisk (*) are delivered as a voice over.

Prologue

(Opening shot: fade in to a daytime stretch of woods, against which the canopy of a red, apple-patterned tent rises into view and is pulled taut. Grunts from o.s. and the tension in the guy line attached to the front upper corner tell of the effort, and the camera cuts to a straining Applejack with the free end in her teeth. Behind her, Apple Bloom is spreading out a picnic blanket in a clearing.)

Applejack: Hey, kid, get over here!

(Little sister applies her own chompers to the task; once the tension is right, she uses them to drive a stake into the earth, the rope now tied off, and Applejack hammers it down with a hoof. A longer shot puts this tent at one end of a row of three, the center one of which is purple and trimmed with lace and a diamond pattern. The tent on the other end is green.)

Applejack: Tents are lookin’ good, and we made good time today. At this rate, we’ll be at Winsome Falls by tomorrow.

Bloom: We should do the annual big-sister-little-sister campin’ trip every weekend!

Applejack: Then it wouldn’t be annual. And if we did it every weekend, it prob’ly wouldn’t be as special. (Wink.)

Bloom: But the more we do it, the better we get at campin’! Remember the first time we came here and Rarity had that ginormous tent?

(Referring to the events of “Sleepless in Ponyville,” in which Winsome Falls was the group’s final destination. The unicorn in question walks leisurely into view.)

Rarity: I heard that! (Giggle.) I’ve gotten much better at roughing it, haven’t I?

(Pan slightly to bring Sweetie Belle into view, teeth gritted under the weight of the three not-inconsiderable suitcases stacked on her back.)

Sweetie: Yep. This time you only packed three suitcases. (Applejack shoots Rarity a knowing smile.)

Rarity: (to her) I know what you’re thinking, but I promise I only brought the essentials.

Applejack: (pointing upward) Like those light thingies?

(Zoom out to frame the whole clearing, whose surrounding trees have been liberally hung with paper lanterns in a plethora of colors.)

Rarity: Of course! What is life if you can’t make it beautiful?

(Pan slightly to put Rainbow Dash in the foreground. After a critical look at the nearest patch of bushes, she takes flight for a bit of aerial surveillance and closes in on a shrub studded with clusters of vivid reddish-pink berries.)

Rainbow: Mmm! These berries look good enough to eat! (She starts to gather them.)

Scootaloo: (from o.s., shrilly) Don’t!

(Zoom out slightly; the filly stands just behind the forager, a book spread out on the ground before her.)

Scootaloo: (pointing to it, facing pages to Rainbow) According to my book, they’re extremely poisonous!

(The load of fruit gets a funny look from the red-violet eyes before being dumped to the grass. Scootaloo sighs with relief as a leaf flutters down, but as soon as it settles on her nose, she gasps in fright and steps back, dropping the book. A twig snaps under her hoof, prompting a yelp and whirl to face it, and a longer shot reveals that she is now looking directly into the mouth of a not-too-hospitable cave. She uncorks a scream that brings Rainbow on the wing in no time flat.)

Rainbow: What?

Scootaloo: I heard something, I stepped on something— (shivering) —and I saw that creepy cave! I guess I still get a little bit scared out here, even after the last camping trip.

(Recall that she had a phenomenal bout of insomnia during “Sleepless in Ponyville,” when the group took shelter in a cave not unlike the one she has found.)

Rainbow: Don’t worry, kid. You’ve got a big sister this time.

(She delivers an affectionate ruffle to the magenta mane, and the two head back toward the tents. Cut to a close-up of the picnic blanket, now set with a couple of carrot hot dogs on plates and the ingredients needed to make more, some of which Rarity is levitating down into position on a plate. An open thermos bottle and a bowl of marshmallows are also present and accounted for.)

Bloom: (from o.s.) This looks amazing!

(Longer shot: the earth pony and unicorn pairs have sat on their haunches around the spread, and Sweetie has unloaded the luggage.)

Sweetie: (to Rarity, as Rainbow/Scootaloo join them) This is gonna be the best big-sister-slash-little-sister camping trip ever!

(Drinks are poured and food is magically shifted about for the start of the meal. Sweetie levitates a carrot hot dog to her mouth, ready to dig in, but freezes at the sight of an insect settling onto it. In close-up, it looks very much like a winged, dark gray spider with red eyes and head/body markings; it scrabbles at the surface a bit, then sends a jet of fluid from its rear to impact squarely with one big green eye. The material solidifies in the manner of spider silk, blocking half her vision, and almost instantly the six campers finds a dense swarm of the airborne pests descending on them. All scream as the onslaught closes in, hiding them completely, and the view fades to black.)

OPENING THEME

Act One

(Opening shot: fade in to a screenful of the winged intruders, which retreat just enough to give a clear view of the group, glowering/cowering/shouting on all fronts as the camera zooms in. Every hide is stippled with the angry red spots of multiple bites. Rarity takes the offensive by swinging a flyswatter in her magical grip, while Rainbow gains a bit of altitude and knocks away a couple of small clouds before the rest of the swarm envelops her again. One set of fangs sinks into Scootaloo’s wing.)

Scootaloo: Ow! (batting it away) What are these things?

(She is quickly overwhelmed and forced to flee with a yell; meanwhile, Applejack and Bloom are faring no better.)

Applejack: Flyders! Everypony run for cover! (galloping clear) Don’t get stuck in their…

(Her forward motion turns into a headfirst tumble when a jet of silk wraps itself around all four hooves for an instant hogtie.)

Applejack: …web!

(Bloom races across, knocking her away; at the site, Sweetie cries out and puts up a domed shield around herself. This shot frames a campfire burning within a ring of stones off to one side, and the first clear view of Sweetie with her eye clear of the webbing that had covered it.)

Sweetie: Now what? (Rainbow returns.)

Rainbow: Follow me, everypony!

(She backs out, followed by both unicorns and Scootaloo; Rarity and Sweetie drop their flyswatter and shield, respectively. At the mouth of the cave, she motions frantically for Rarity, Bloom, and Sweetie to get inside, followed by a hopping Applejack. A cry from Scootaloo is followed by a cut to her, on the verge of a total freak-out.)

Scootaloo: Not the scary cave!

(She can only shiver in mute terror as Rainbow scoops her up and makes a beeline for it. Cut to a shot that frames the entire campsite under the flyders’ bombardment and zoom out to frame Scootaloo watching from the mouth of the cave.)

Scootaloo: Where did those terrible bugs come from? (Applejack frees her legs; Rarity runs a levitated brush through her mane.) And why did they destroy our camp? (Rainbow grunts and scratches.)

Applejack: Flyders are from the Luna Bay area. Never seen ’em this far east, though. Prob’ly attracted to the food. Best wait here until they’re gone.

Bloom: Oh, apple rot! What are we supposed to do now? We had games to play and marshmallows to roast at camp. In here we got nothin’. (She sits sullenly on her haunches.)

Rarity: Mmm—that’s not entirely true. (close-up; hugging Sweetie) We have each other. (Applejack and Bloom cross to them.)

Applejack: That’s right! And if you girls want to, maybe we could tell some stories to pass the time. (Bloom smiles.)

Rainbow: (from o.s.) You want stories? (Cut to her and Scootaloo.) I’ve got a ton of stories. Spoiler alert—they’re all about me and how awesome I am.

Applejack: (dryly) I was thinkin’ more like campfire stories?

Bloom: But we don’t even have a campfire! (Rainbow darts to her.)

Rainbow: I got this.

(The flying ace zooms o.s. and out of the cave. There follows the sound of a brief, buzzing brawl, after which all the components of the campfire—still burning—and its ring of stones are flung into view to reassemble themselves perfectly.)

Applejack: Wow! (Scootaloo joins the group.) That was brave.

Rainbow: (from o.s.) Uh…

(Cut to her, suffering from a badly disheveled mane and enough flyder bites to swell her face almost beyond recognition. She somehow manages a wheezing laugh.)

Rainbow: …it was no biggie.

(A cough expels one of the pests from her throat, followed by a grin.)

Scootaloo: (as all sit around the fire) We aren’t gonna tell scary stories like our last camping trip, are we? (shuddering) It’s bad enough just being in here!

Applejack: Don’t worry, Scootaloo. (pulling Bloom close) I was gonna tell you mine and Apple Bloom’s favorite legend.

Bloom: Oh! (Pull away; stand up.) You mean Rockhoof? (trotting in place, gesturing) I love that one! He was so strong, and when he—

Sweetie: Apple Bloom, shh! (Bloom drops to a huddle.) We haven’t heard it yet!

Bloom: (sitting up) Oh, okay. (giddily) But it’s so good! (Giggle.)

Applejack: Well, it’s true. (Zoom in slowly.) Rockhoof was known far and wide for his incredible strength. But he didn’t start out that way. You see— (briefly pushing Bloom’s head down) —Rockhoof was a tiny little feller, the son of a farmer.

Bloom: Just like us!

(The humorless stare coming from her big sister reminds her not to hog the spotlight, and she wilts down with an embarrassed chuckle. Applejack leans dramatically toward the flames, the camera zooming in slowly on them as she continues.)

Applejack: They lived in a village that sat at the foot of a gigantic volcano.

(On the end of this line, dissolve to a long shot of this settlement and smoking mountain, situated at the shore of a small bay, during the day. Zoom in slowly and cut to a group of locals clad in various homespun articles of clothing; braids and tied-back manes/tails are in evidence among stallions and mares alike. They are earth ponies, as will be all others seen in this sequence, and the houses have stone walls and thatched roofs. Two spears swing into view from opposite sides, clashing loudly as they watch with some excitement; zoom out to show them wielded by two armored stallions in winged helmets. Each also has a large, battered steel medallion around his neck.)

* Applejack: And the village was protected by an elite group of guard ponies— (One disarms the other.) —called the Mighty Helm.

(The one still holding his spear throws it aside, and both laugh heartily while throwing a foreleg across each other’s shoulders. In the fore, a third one straightens up into view, holding an axe by its handle in his teeth, and throws it to stick in the center of a target painted on a tree stump. Pan from this spot to bring a scrawny young newcomer into view. Light blue-gray coat with a pale “blaze” stripe running down between his eyes and covering his nose/mouth; two-tone golden brown mane/tail, both tied back and the mane further secured by a headband; short beard; bright blue eyes; leather tunic with medallion; wrappings on legs; cutie mark of three interlocked triangles. This is Rockhoof, who smiles with a flick of his ear and circles to the axe.)

* Applejack: Young Rockhoof wanted nothin’ more than to be part of the Mighty Helm.

(He locks his jaws on the handle, but try as he might, the blade remains stuck fast in the wood. Finally losing his grip, he tumbles to the ground in front of the three Mighty Helm members, who let go with a horse laugh. He stands up, only for one of them to grab his foreleg and lift; the muscles droop pathetically.)

* Applejack: But he was told that he was too scrawny and weak to protect the village.

(The eager blue eyes fill with tears, then pop in surprise as the same stallion presents a shovel. Rockhoof takes it, gets a taunting noogie in return, and is dropped on his belly when the Helm trio saunter away. Once they are gone, he sits up to his haunches and regards the tool glumly.)

* Applejack: But Rockhoof wouldn’t take no for an answer.

(Extreme close-up of the blade, reflecting features that shift from dejection to defiance as he tilts his headband down toward his eyes. Dissolve to a row of outhouses with two freshly dug holes in front of them; the cyclical raising/lowering of the blade in one tells who has been on the job.)

* Applejack: Then, one fateful day… (The ground shakes; Rockhoof puts his head up.) …the volcano erupted!

(It does exactly that, the smoke plume thickening and giving way to a belch of lava. The recruit on latrine duty lets off a shriek of terror—in Bloom’s voice—that is on the ragged edge of being audible only to dogs. Zoom in quickly on the inside of his mouth, then out to the present; Bloom is squealing happily. The group’s flyder bites have all healed now, to all appearances.)

Bloom: This is my favorite part!

Rainbow, Scootaloo, Sweetie: What happened next?

(Rarity has remained silent, but she adds her expectant grin to their query.)

Applejack: The molten lava poured down the side of the volcano.

(During this line, the view undergoes a wavering dissolve to the eruption in progress. From here, zoom out to frame the Helm trio at its base, in the midst of a heated argument.)

* Applejack: And try as they might, the Mighty Helm couldn’t figure out a way to save the village.

(They clear out. Cut to a dock; one has boarded a waiting boat, while a second is intent on shepherding several residents onto it.)

* Applejack: They had to evacuate— (Lower the gangplank.) —but the village ponies didn’t want to leave their homes.

(Looking between the boat and the impending natural disaster, they shake their heads quietly.)

* Applejack: They spent their entire lives there. They had nowhere else to go.

(The one on the dock boards the craft and pulls in the gangplank, and the below-decks rowers pull away to the water. Zoom out to put Rockhoof in the foreground, looking down on the failed evacuation from a higher spot on the shoreline.)

* Applejack: So Rockhoof decided to do somethin’ crazy.

(With a determined grimace, he gallops through the village and straight toward the volcano. Wipe to an extreme close-up of his shovel blade biting into a bit of turf at its base, then zoom out as he shifts one load after another.)

* Applejack: He thought if he could divert the flow of the lava, he might be able to save his village.

(Cut to the summit and tilt down to frame him in a long shot; the job site is on a ridge overlooking the village, and the lava has nearly reached the base.)

* Applejack: He started diggin’ a trench!

* Sweetie: Wait a minute.

(Cut to her in the present.)

Sweetie: All by himself?

Rainbow: It’d be impossible for one pony to dig a trench fast enough to stop the lava. I mean, even I couldn’t do that.

(Bloom does her best impression of a four-legged fire siren, clapping both front hooves to her mouth to hold in her sheer glee.)

Applejack: Good thing Rockhoof didn’t believe in the word “impossible.”

(Wavering dissolve to an overhead shot of the single-minded excavator as the lava closes in.)

* Applejack: He continued to work, knowin’ the odds were against him— (Long shot.) —but determined to push through.

(Zoom out to the third Helm stallion, doing crowd control in the village. He pivots to gape at Rockhoof’s digging and is soon joined by several villagers.)

* Applejack: Then, somethin’ magical happened.

(Cut to an extreme close-up of the shovel blade on the end of this. As it stabs into the earth once more, rays of light flare up and the camera zooms out to put Rockhoof on the receiving end. His whole form is wreathed in blinding white, which subsides to reveal a surprising transformation: he is now much taller and bulkier, a braid hangs in his mane, and his facial hair has grown out to a full beard and mustache. Under the leg wrappings, the tips of his hooves have gone the same pale shade as his blaze. He looks himself over, justifiably puzzled.)

* Applejack: Rockhoof got visibly stronger! (He glances upslope.) But the lava was gettin’ closer.

(As it reaches the flat, he chomps down on the shovel handle and starts digging fast enough to make every known piece of earth-moving equipment look like a teaspoon by comparison. Lava flows into the trench, which descends to the plain on which the village stands and curves around its perimeter. Punching through the edge of the shore, he jumps clear and lets the hot stuff stream into the bay. Clouds of steam boil up, Rockhoof standing proudly among them; once the haze clears, the villagers let go with a round of wild cheering from the other side of the trench. The two Helm members who fled on the boat push their way to the front and can only goggle at the perpetrator of this one-pony public-works project. Rockhoof grabs his shovel in his teeth, jumps across, and plants its blade in the dirt.)

* Applejack: Through his extraordinary determination— (All three gather hesitantly around; he pulls them in for a crushing hug.) —and sheer force of will, Rockhoof more than earned his place in the Mighty Helm.

(He gives a noogie to one helmeted head on the end of this, after which all four share a laugh and the villagers’ hooves rise triumphantly in the foreground to fill the screen. From here, cut to the cave, the Cutie Mark Crusaders cheering this conclusion.)

Rainbow: Good story, Applejack! Even if it wasn’t about me. (All others laugh; cut to Applejack and Bloom.)

Bloom: I love that story, no matter how many times I hear it. (Pan slightly to frame Rarity.)

Rarity: Why don’t we see if it’s safe to head back to camp?

Sweetie: (from o.s.) Uh, girls?

(Cut to her, looking out with a small portion of the site framed beyond the cave mouth; nearly all of this is lost under layers of webs.)

Sweetie: There is no camp to go back to.

(Zoom out to frame the rest of the area—still heavily infested with flyders that have wrapped up all three tents. The other five straighten up from the fire with a collective gasp of horror before the view snaps to black.)

Act Two

(Opening shot: fade in to the site and pan slowly to the six looking on from the cave.)

Sweetie: All our hard work is ruined!

(She plods back in; close-up of her crushed visage as she settles by the fire, then zoom out. Rarity moves in to pat her head consolingly.)

Rarity: There, there, Sweetie Belle. (Sit on haunches; lift her chin.) Not to worry.

Sweetie: How? Our camp was so pretty and this cave is so… (Longer shot; all gather in.) …not.

Rarity: Oh, no, no, no, no, no. Not true. There’s beauty in everything. Even these blah rocks aren’t really blah. (scratching at wall, exposing bright gold bits) If you look closely, you can see flecks of gold in them. (moving front hooves, casting shadows) And the way the firelight dances on the cave wall…

(Cut to a higher stretch; the umbrae form into the figure of a dancing ballerina.)

Rarity: (from o.s.) …shadow and light, ooh, it’s so gorgeous!

(Down below again, the show of dexterity has raised all spirits except those of her sister.)

Rarity: (patting Sweetie’s head) Sweetie Belle, have I ever told you about my favorite legend?

Sweetie: No. I didn’t know you had one.

Rarity: Her name was Mistmane.

Rainbow: (scornfully) Mistmane? Isn’t she the old wrinkly sorceress with the flower?

Rarity: Yes— (poking Sweetie’s nose, making her smile) —but did you know she used to be the most beautiful unicorn in all the land?

Rainbow: (dryly) No.

Crusaders: So what happened to her?

Rarity: Well, Mistmane was a very promising young sorceress.

(As she finishes, a wavering dissolve shifts the scene to an Oriental-style village set against a forest backdrop during the day. All the ponies living here are unicorns with slightly backward-curving horns. Zoom in slowly on a distant group, then cut to them embracing one particular mare on the next line. Mistmane has a very pale violet coat fading to white on the hooves, light blue eyes, and a long two-tone blue-green mane/tail that billow gently of their own accord, much like those of Princesses Celestia and Luna. Her cutie mark is a cloud, and she wears a short, light blue kimono-styled robe with white sash and trim. One mare’s face falls among the group of well-wishers as several youngsters crowd her out.)

* Rarity: She was as talented as she was beautiful and kind. Everypony loved her— (She leaves the village, waving goodbye.) —and missed her when she was sent to the finest magic school.

(The unhappy mare, Sable Spirit, turns away from the waving group. Light orange coat; bright pinkish-violet eyes; two-tone, deep pink mane/tail bound into intertwined braids; cutie mark of a stylized eye framed by feathers; violet kimono with darker trim. Dissolve to Mistmane levitating some herbs into a mortar bowl and using a pestle to crush them.)

* Rarity: While she was gone, she was delighted to find out that her best friend, Sable Spirit, was crowned Empress. She couldn’t wait to return home once she finished her studies.

(This line is accompanied by the following. A scroll is held into view toward her; she transfers her magical hold to it. A longer shot frames her as one of several ponies working on various projects in an open-walled room filled with low tables; the mare who has delivered the message wears leather armor and gives a salute before departing. Mistmane snaps the scroll open, smiles upon looking it over, and closes it again. After Rarity finishes, she stands up and leaves the room; dissolve to her walking past a row of houses in obvious disrepair, then stopping for a dismayed look around.)

* Rarity: But once she arrived, she was devastated by what she saw.

(A long shot and slow pan put her back in her home village, all of which has gone to pot under a dismally clouded gray sky. Only a couple of ponies are out of doors, one carrying a bucket while another listlessly sweeps a front walk, and a number of circle-and-slash signs have been posted to indicate some type of prohibition. Mistmane approaches the sweeper, a shabbily dressed stallion, and speaks in a gentle, tremulous voice.)

Mistmane: W-What happened here?

Stallion: (bitterly, pointing ahead) The Empress happened.

(Cut to his perspective, zooming in slowly on a neatly kept, opulent palace at the far end of all the squalor.)

Stallion: She makes everypony work day and night on her palace. (Back to him and Mistmane.) We don’t have time to take care of anything else.

Mistmane: Well, that can’t be. I know her. She would never do this.

(Zoom out; a colt gallops frantically past, toting a flower in his field.)

* Rarity: But there was no denying what was in front of her.

(The youngster gasps as a different aura, this one brick-red, displaces his own and yanks the bloom away. It drifts toward a red/gold carriage pulled by two armored mares; the interior is almost totally hidden by dark canopies, one of which lifts ever so slightly to expose part of a veiled/cloaked figure wearing a red butterfly brooch at the throat. The flower is whisked inside and out of sight, and the canopy drops back into place before the carriage rolls out. The colt reaches futilely after it.)

* Rarity: Sable Spirit took everything that was beautiful away from anypony else. (He trudges away; the stallion resumes his sweeping.) And Mistmane was sure there had to be some explanation.

(The pale violet features steel themselves and she moves off with a firm nod. Wavering dissolve back to the present.)

Sweetie: (to Bloom/Scootaloo) I’d assume there was to, if somepony told me either one of you two’d gone evil.

Scootaloo: Yeah, I’d never believe it.

Bloom: (smiling cunningly, cocking an eyebrow) I don’t know. I’ve seen the way you two get when you miss breakfast.

(The glares that both of the other fillies throw at her would cut glass, if there were any present in the cave. Bloom thinks better of her comments and offers a conciliatory smile and laugh.)

Bloom: Just kiddin’. But I’d want answers too.

Rarity: So did Mistmane. (dramatically, casting shadows from hooves) She went to confront her friend.

(Pan to the cave wall on the end of this, the dim outlines taking the shape of Mistmane striding purposefully, then dissolve to the actual unicorn on the move along a column-lined walkway. Her steps bring her to an ornate throne, ringed by all manner of high-quality goods both floral and ceramic and flanked by two guards. The veiled figure from the carriage occupies the seat of power, its dark cloak edged in red at the hem, foreleg sleeves, and waist; the exposed hooves and horn are off-white, and a red/black headdress sits behind the ears.)

Mistmane: Sable? Is that you?

(The camera is now close enough to give a hazy view of the mare’s face behind the veil, and as Sable speaks, she turns her head to expose a mane gone gray and white and tied in a large bun. Her voice drips with haughty contempt.)

Sable: Don’t tell me you don’t recognize your old friend.

Mistmane: I don’t. My friend would never work our families and friends to the bone for something as silly as a palace.

Sable: Silly? My palace is a beacon of beauty. Anypony who passes will be in awe of its majesty!

Mistmane: What good is a pretty palace if it just hides the misery of its ponies?

Sable: Beauty is everything. You taught me that.

Mistmane: What? (Sable descends from the throne to stare her down.)

Sable: You were always the pretty one. You got to go to the best magic school. Everypony missed you. Everypony loved you! (pacing around Mistmane) I admit I was jealous, so I tried to perform a spell that would make me beautiful. (pivoting to her, pulling veil back) You can see how that went!

(The face beneath the cloth is gaunt and wrinkled, the eyes faded to a dull gray. Mistmane recoils with a gasp before Sable closes the distance between them.)

Sable: I vowed if I couldn’t have beauty, I would take it! I wasn’t chosen to be Empress, you know. I took it! (menacingly, pacing back to face throne) Just like I’m going to take everything else. (Head-on shot of her.)

Mistmane: (from behind) I can’t let you do that.

(Surprised, the Empress turns to look her straight on as the camera shifts enough to put her in view again.)

Sable: (smiling derisively) Let me?

(She finishes the thought with a peal of cackling laughter and a blast from her horn that strikes the carpet just short of Mistmane. In response, thorny vines spring up to form a cocoon around the target. Sable revels smugly in her triumph, only for the mass of vegetation to blaze white and disintegrate under Mistmane’s power. Sable’s guards clear out as she projects a beam upward, resolving into a red dragon serpent that voices a screeching roar. Mistmane conjures a circle of pale blue energy around herself and sends up a dragon of her own to strike Sable’s dead on. They thrust and parry in midair above the two unicorns. Where Sable strains and exerts great effort to keep up her offensive, Mistmane is the picture of tranquility, keeping her eyes closed and gracefully directing her horn this way and that. The blue dragon darts in to wrap around the full length of the red and then constricts to vaporize it. Mistmane’s next move is to send her creation down toward Sable, who leaps aside with no time to spare. The dragon strikes a plant instead, destroying it and overturning its pot to spill a little dirt onto the imperial red carpet. Sable throws back a feral grin, but the pot crackles with energy and throws out an eruption of vines under Mistmane’s control. The Emperor advances on the rebellious subject, only for the sudden overgrowth to loop around her midsection. She has barely time for one surprised grunt before they reel her back and imprison her in a cocoon not unlike the one she deployed against Mistmane.)

(With the threat contained, the two AWOL guards poke their heads up from trees on either side of the throne and cheer wildly. Mistmane tentatively steps up to the thorny trap.)

* Rarity: Everypony thought Sable Spirit was defeated and that was that. But Mistmane knew there was more she could do to help.

(She levitates a flower from a bouquet tucked in at one corner of the throne. Wipe to her walking through the ruined village with it in her aura and zoom in slowly.)

* Rarity: Beauty isn’t everything— (She digs a hole and plants it.) —but Mistmane knew that it does have the power to make ponies smile.

(She sends power into the blossom, causing it to grow at a vastly accelerated rate; around it, other flowers of all shapes and colors sprout and bloom within seconds. The magic suffuses her as well, greatly aging her features, fading and graying her mane/tail somewhat, stooping her posture, and fraying her robe.)

* Rarity: She made a huge sacrifice to bring that smile back to her friends’ and family’s faces…

(One last mighty flash washes over the entire village, clearing the sky and restoring all the buildings to their original tidy appearance. Within the palace, the magic causes the viny cocoon holding Sable to start unraveling.)

* Rarity: …including Sable Spirit’s.

(As the tendrils go limp on the floor, Sable steps out dazedly—her original coat/mane/tail/eye colors and youth restored. She looks and feels herself over with a shaky gasp, then points toward the approaching Mistmane.)

Sable: You did this for me, even after I was so cruel? (Mistmane pulls her into a hug without a word; she starts to cry.)

* Rarity: Sable Spirit was so touched that she vowed to be more like her friend in the ways that mattered.

(Dissolve to the throne room; she sits regally before the approaching subjects.)

* Rarity: From then on, she ruled with kindness and compassion.

(The colt whose flower she stole steps up to the front and gets a garland of blooms levitated onto his head; he grins widely, she smiles and nods in apology, and all laugh and cheer. Mistmane watches from several yards back for a moment, then turns serenely to exit. Dissolve to a close-up of a bitten, rotted apple lying on a patch of grass. As Rarity continues, it is picked up by a mare in coarse clothing, and she and a similarly dressed stallion turn sad eyes upward from it. Both are earth ponies, and this scene is taking place away from the village.)

* Rarity: Even though she gave away her physical beauty—

(Longer shot; they are looking at a gnarled, withered tree in a meadow. Mistmane approaches from behind.)

* Rarity: —she dedicated her life to spreading beauty all over Equestria.

(Placing the tip of her horn against the roots on the end of this line, she channels magic into the hulk and instantly converts it to a straight, tall apple tree loaded with fruit ready for the picking. On the next line, the two earth ponies smile at each other, then become confused as they look down and ahead of themselves; a path of flowers has sprung up in front of them, leading away through the meadow.)

* Rarity: Anytime you go out of your way to brighten somepony’s day by doing something like giving them flowers—

(Pan/tilt up slightly to frame Mistmane exiting the scene, the flowers blooming wherever her hooves touch the grass.)

* Rarity: —you’re following in the hoofsteps of Mistmane.

(Dissolve to a shadow image of the old sorceress retreating on the cave wall, then pan/tilt down to Rarity creating it and Sweetie watching. Older sister turns warmly to younger.)

Sweetie: I think she’s my favorite legend too.

(They share an affectionate nuzzle as a gobbet of liquid silk slashes down past them at an angle; a sizzle, and the glow of the fire dies out. The shot has quenched the flames, and the unmistakable sound of buzzing flyders throws a fresh scare into the campers-turned-refugees. Scootaloo voices a terrified scream as the camera zooms out to frame the cave mouth and the swarm that has slowly begun to enter it. She then huddles down.)

Rainbow: Ugh! These flyders won’t quit! What do they want from us now?

Applejack: Well, like it or not, we’re food too.

Sweetie: (lifting a bitten foreleg) And I’ve got the bites to prove it!

Scootaloo: (shivering) What are we gonna do?!? They’re almost here!

(Rainbow has the answer, flying up to the roof and bucking a section to collapse it. The screen fills with tumbling chunks and clouds of dust, then clears to show the cave mouth entirely plugged with debris. The pegasus waves away the last of the dust and turns to Applejack with a grin, but gets a stony look in return that quickly puts her on the defensive.)

Rainbow: What? Now those bugs can’t get in.

(Scootaloo gallops over and scratches at the pile, hyperventilation setting in to mark her extreme panic.)

Scootaloo: And we can’t get out!

(A cry of anxiety is marked by another round of over-breathing. Zoom in slowly and snap to black.)

Act Three

(Opening shot: fade in to Scootaloo, lungs still working triple-time until Applejack speaks.)

Applejack: Let’s all just stay calm! (sitting down, scraping webs away from fire ring) Let me relight this fire…

(Holding one stick vertically against a scatter of others, she rotates it quickly back and forth until the friction builds up enough heat to ignite the wood. The fire is soon blazing merrily again, and a smiling Sweetie sits to face Rarity in close-up.)

Rarity: (sitting as well) We just have to wait until the swarm moves on. Then we’ll think of a way out. (Zoom out slightly to frame Scootaloo, nerves strung to the breaking point.)

Scootaloo: How long will that be? Don’t bears live in caves?!

(She degenerates to the point of moaning and rocking in place; down comes Rainbow, nonchalant as ever.)

Rainbow: Whoa, whoa, whoa. Scootaloo, you’re focusing on the wrong things. (The filly gets in her face.)

Scootaloo: You have a plan?

Rainbow: (patting her head) Close. I have a story. (This news fails to assuage Scootaloo’s jitters.)

Applejack: Let me guess. It’s about you?

Rainbow: (pacing to fire, sitting) Practically. It’s about my favorite legend— (spreading wings proudly) —Flash Magnus!

Bloom: Wasn’t he the pony who took on the dragons?

Scootaloo: Dragons?! (She sits and shivers.) Big scary mean ones, or like Spike? (Rainbow hunches down to her.)

Rainbow: Oh, these were definitely the big scary mean kind!

(Not what her unofficial little sister wanted to hear, if the resultant ball of quivering orange equine fear is any indication. Rainbow looks across the way for help, but gets only disapproving looks from the other two mares.)

Rainbow: But not too scary. (Back to the fire; sit and pat the ground alongside.) You can sit closer to me if you want.

(That same little ball zips across to stop under her foreleg, and she smiles gently down at it before beginning her tale.)

Rainbow: A long time ago, before the Wonderbolts were even founded…

(Wavering dissolve to an expanse of thick daytime clouds, from which three pegasi burst upward into view and fly ahead. Each wears a helmet with a dark red winged crest, a matching sash knotted around the neck, an armored shoe on the left front hoof, and an armored piece around the midsection whose interlocking scales resemble the “pteruges,” or skirt of leather straps worn by soldiers in ancient Rome. The first of the three to emerge is Flash Magnus, an orange-brown stallion with light blue-green eyes, a tied-back tail in the same shade as his helmet crest, and quite a few nicks and notches in his wings.)

* Rainbow: …Flash Magnus was a lowly cadet in the Royal Legion.

(He trades a feathery high five with the other two, then leads them to catch up with three other flyers. Two of them wear the same type of armor, but the third wears additional pieces to cover his front half and has shoes on all four hooves. He is further differentiated by the color of his armor—bronze, not steel—and the gray beard/mustache he wears as a sign of his seniority by age. This is Commander Ironhead, with a dark bluish-gray coat, short gray tail, and piercing, faded blue eyes; his crest, sash, and pteruges are all a lighter red than the accessories worn by the lower ranks. The manes and cutie marks of all six are hidden by their armor. All too soon, they find themselves passing from sunlit skies and grassy hills to a gloomy, overcast expanse of rocky crags and cliffs.)

* Rainbow: And the Legion needed to fly over the Dragon Lands to get to their comrades on the other side. (Visibility decreases in the thickening smoke; Magnus coughs.) But as they got closer to the dragons…

(A low, grating growl makes itself heard as two pairs of glowing eyes shine out through the haze, a massive draconic silhouette with a burning mouth slowly forming behind each.)

* Rainbow: …the dragons attacked!

(Cut to Scootaloo, having climbed atop Rainbow’s head and pulled the blue jaws wide open as she shivers fast enough to blow out any known oscilloscope.)

Scootaloo: You said this wasn’t too scary!

Rainbow: (garbled) Scootaloo, if you just hang in there…

Scootaloo: What? (Rainbow yanks her loose and plunks her down by the fire.)

Rainbow: I said, if you just hang in there, I promise you’ll like the ending. (Zoom in slowly.) So, like I was saying, Flash Magnus and the Royal Legion tried to get past the dragons.

 (Two glowing eyes open on the stone face behind her, and a dissolve turns them into the glaring orbs of Torch, the Dragon Lord who relinquished—or, rather, will eventually relinquish—his title in “Gauntlet of Fire.” He breathes a gout of flame into the fume-choked sky as the second beast, this one green and longer-necked, uncoils itself out of the clouds.)

* Rainbow: But the dragons wouldn’t let them!  (Green lets off a blast and spreads its wings.)

Ironhead: Everypony, retreat!

(He and the two pegasi who had been flying lead bug out, leaving Magnus and his two colleagues behind. These three scatter to avoid a swing of the thick green tail; he rights himself from a tumble and catches one…)

* Rainbow: Flash Magnus and a few other cadets were separated from the battalion.

(…only to see him snatched away. Magnus avoids the grab and flips his helmet’s visor out of his eyes as reptilian screeches shred the air and Green’s shadow passes overhead. By the time Green meets up with Torch again, both of the others have been snapped up.)

* Rainbow: He managed to get away, but the dragons captured his friends and took them back to their lair!

[Animation goof: One soldier’s armored shoe has moved to her right front hoof.]

(The captives’ struggling and screams goad Magnus into beginning a headlong charge, but Ironhead darts in to tackle him. The stallions tumble toward a cloud bank before righting themselves, and the commander tows his subordinate away from the battle zone. Closer to ground level, the foul miasma begins to disperse, revealing a foreboding bulk of a mountain that roughly resembles a creature hunched to strike with claws extended. A single giant cave entrance encompasses nearly the entire lower half, its mouth-like appearance enhanced by stalactite and stalagmite “teeth.” Green and Torch wing their way into this and are lost from view, and Ironhead carries Magnus down into a natural trench at the foot as his other two soldiers go in for their own landing. Inside, Magnus is dropped unceremoniously to the trench floor and is not a bit happy about it.)

Magnus: Commander, we need to save our captured comrades.

(Seen in close-up for the first time, Ironhead sports his share of battle scars across his face.)

Ironhead: I appreciate your loyalty, Flash Magnus, but getting past those dragons is going to be impossible. Nothing will work.  (He turns away; Magnus lets his head drop.)

* Bloom: The commander was right.

(Wavering dissolve to the cave.)

Bloom: You can’t out-fight dragons.

Rainbow: (tapping temple) But you can out-think them!

(Wavering dissolve to the trench, seen from a long overhead shot near the mountain. Magnus pokes his head up to do a little recon; cut to within the trench as he drops to address Ironhead.)

Magnus: Commander Ironhead. (Who turns away from the others to face him.) I’m pretty sure I can out-fly the dragons. If I can lure them into chasing me, you can all sneak into the lair and retrieve our friends before they get back.

Ironhead: Are you really willing to take that chance, soldier?

Magnus: (saluting) I am, sir.

(Ironhead ponders the situation very carefully before speaking again.)

Ironhead: It’s a very brave thing you’re doing. You’ll need all the help you can get.

(He pulls off a piece of armor from his own back and presents it: a bronze shield with a large semicircular notch cut from each side edge. Etched into the metal is a winged four-point star overlaid on a sprig of laurel leaves. Magnus takes the item and stares at it, wide-eyed.)

Magnus: Is this Netitus? The fireproof shield?

Ironhead: It has protected Legion heroes for generations, and today, I can’t think of a worthier flank for Netitus to protect. (He claps a foreleg across his own chest.) Good luck, soldier.

(Returning the salute that Ironhead and the rest of the squad give him, he lifts off and zooms toward the entrance of the dragons’ lair. He pulls into a hover, lets out a lungful of air, and sets himself to it; the shield Netitus is now strapped to a foreleg.)

Magnus: HEY! COME AND GET ME, FIRE-BREATH, IF YOU CAN! (banging on Netitus) Hey! Hey! Come and get me! (Torch’s eyes open in the lightless reaches as a growl rumbles out…) Hey! I’m over here!

(…followed by the infernal glow of his mouth. A stream of fire roars out toward Magnus, who gets Netitus up just in time to block it. He suffers no ill effects except for a smoldering helmet crest, which he quickly extinguishes by shaking his head, and clears out at top speed to stay ahead of the emerging Torch. Green follows to join the chase; zoom out slowly.)

* Rainbow: While Flash Magnus bravely flew for his life— (The other three pegasi leave their trench and advance.) —Commander Ironhoof [sic] was able to get his soldiers back.

(Cut to a very long shot of Magnus, visible only as an orange-brown speck as he rises clear of the smoggy clouds. Green and Torch dwarf him when they break through on either side, and they cut loose with converging flame jets, intent on roasting him where he hovers. Only a last-split-second rush keeps him intact, but both dragons are quick to come after him. The screen blacks out as Torch’s mighty wing fills it; snap to Magnus going flat out.)

* Rainbow: Flash Magnus flew like the wind…

(Dodging a burst, he lowers Netitus onto the incandescent “surface” and rides it like a surfboard to dodge strikes and shots from both.)

* Rainbow: …faster than the dragons!

(Almost as soon as he gets the shield back on his foreleg, he has to use it to stop another tag-team incendiary offensive. He is pushed steadily back, but remains whole.)

* Rainbow: But he knew he couldn’t do this forever.

(A quick downward glance informs him that the rescue mission has succeeded, and Ironhead takes notice of Magnus’s situation and throws a hard look to the rest of his cadets.)

* Rainbow: Luckily, he had a plan.

(All five take to the air. Cut to a lightning bolt flashing out against a black field, which resolves into a gargantuan storm cloud that crackles in spots as they build it up. Ironhead bucks one spot, causing a few sparks to snap the air; satisfied, he whistles shrilly and throws a hoof signal to clear the crew out.  Green and Torch drive Magnus back with their fire for several dozen more yards before he breaks away, barely staying clear of the burning salvos, and heads directly for the cloud. All three disappear into its murky heart.)

* Rainbow: He led the dragons straight into a storm that the Legion had planted!

(A string of lightning flashes sharply outlines their three silhouettes, which change position on each.)

* Rainbow: One taste of the lightning— (Zoom out; the others watch from a distance.) —and the dragons retreated!

(Here they come, flapping slowly away with hides badly singed and spirits sunk all the way down to their claws. Fearful grimaces take hold on the faces of Ironhead and company as the camera zooms in slowly on the cloud; after several tense seconds, Magnus emerges in just as bad a shape as his assailants and coughs out a puff of soot.)

* Rainbow: Flash Magnus’s plan worked!

(He is immediately mobbed by his four cheering colleagues, while Ironhead gazes sternly at the celebration from a distance. The medium-well-done pegasus breaks loose and flies over to him, head bowed and Netitus held straight out to return it. Instead of reclaiming the shield, Ironhead pushes it back and salutes, allowing himself just the hint of a proud smile; in close-up, Magnus realizes the honor that has just been bestowed on him and smiles in return.)

(A dissolve to the present frames Rainbow’s face set in that same expression.)

Scootaloo: (from o.s.) Wow! (Zoom out; she eases closer.) I did like that ending! (Rainbow lifts her up, eliciting a giggle.)

Rainbow: Told you! (tossing/catching her) He always inspired me to be my brave and awesome self.

Bloom: (nodding) Mmm-hmm. (Rainbow sets Scootaloo down.)

Applejack: Yeah, I guess he kinda reminds me of you.

Rainbow: (scoffing) You guess? (Hover.) Come on! I’m just like him!

(The hoof she extends for a high five is met with a round of laughter from the others, prompting her to go into a midair sulk. Once the noise subsides, Applejack tilts her head and listens intently for a moment—silence except for the crackle of the flames.)

Applejack: Hey. D’you hear that? (Rainbow and Rarity cup hooves to ears; the fillies cock their heads.)

Bloom: Uh, I don’t hear anything. (Applejack stands up.)

Applejack: Exactly. Those gosh-darn flyders are gone! (trotting toward cave mouth) We can get out!

(She rises to her hind legs, intent on clearing the blockage, but her first few strikes bring down a fresh tumble of rubble and she clears out fast.)

Applejack: Whoa!

Rarity: Or not.

Applejack: (pointing deeper into cave) We’re gonna have to see if we can get out the other way.

(“The other way” throws a fresh round of shivers into Scootaloo.)

Scootaloo: You mean, go further into the dark spooky cave? (Rainbow rests a calming hoof across her back.)

Rainbow: Scootaloo, just remember the story. Gotta be brave like me and Flash Magnus, okay?

(With a nod and smile, the filly allows herself to be pulled into a hug. Rarity leads the way into the blackness, a spot of light kindled on the tip of her horn, and soon the sound of rushing water can be heard.)

Rainbow: I hear water!

Rarity: And if there’s flowing water, then—

Applejack: —it might lead to the way out!

(Cut to a dark chamber, which lights up as the ponies hurry into view; they find themselves standing on one bank of a stream.)

Crusaders: (awestruck) Whoa…

Rarity: Okay, on three. One! Two!

Bloom, Sweetie: (jumping in) Three!

(Applejack and Rarity are next to take the plunge, the latter keeping her horn lit as she bobs along in the current. The older pegasus picks up the younger, flies over the water, and lowers herself into it to float on her back with Scootaloo riding on her belly. From here, cut to a waterfall under an open expanse of blue sky, the first four emerging from the torrent and dropping o.s. in the same order they went in. Rarity has put out her light.)

Bloom: Woo-hoo!

Sweetie: (now o.s., laughing) Yeah!

(Rainbow is last to reach air, now carrying Scootaloo. Zoom out to frame the shore of the pool at the base of the falls; Bloom and Sweetie climb out as Rainbow sets Scootaloo down next to them. Bloom shakes herself dry, spattering Sweetie to her dismay, and a short pan frames Applejack and Rarity also back up on the land.)

Applejack: (looking ahead) Huh. Well, what do you know? (pointing) We’ve found ourselves a shortcut to Winsome Falls!

(Cut to her perspective on the end of this, panning slowly across a lush, tree-lined plain cut by the stream they have just ridden—now widened to a river. The sky is marked by a few happy white clouds from which rainbow-hued curtains of water stream down—the highlight of Winsome Falls, as seen at the end of “Sleepless in Ponyville.”)

Scootaloo: (from o.s., immensely relieved) Oh, it’s never looked so beautiful! (Back to Applejack and Rarity, both dry; Rarity puts her mane back in order.)

Rarity: Well, almost.

(A quick bit of magic collects the blossoms from a nearby tree, weaves them into garlands, and settles one on the head of each Crusader as Sable did at the end of Mistmane’s tale. They gasp in wonder and delight; Sweetie is now dry as well.)

Applejack: (crossing to them) We sure are sorry that our campin’ trip wasn’t what we hoped it would be.

Bloom: Are you kidding? This trip is awesome!

Rarity: It is?

Sweetie: We got to hear legendary stories and go on an adventure.

Applejack: Wait. You three want to stay?

Crusaders: Of course we do!

Sweetie: (moving away from pool, pointing across meadow) We could turn those trees into a nice little shelter!

Bloom: (ditto) We can get you some big logs and branches to help build it!

Scootaloo: (ditto) And I bet we could find some more berries! Come on!

(She utters an amped-up squeal as all three gallop ahead, Rainbow swooping above.)

Scootaloo: (as they move o.s.) I can’t wait to see what happens next year!

(Applejack and Rarity get their hooves in gear to catch up with the others. Fade to black.)


TO CHANGE A CHANGELING

Written by Kevin Lappin

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a long shot of the changeling hive formerly ruled by Chrysalis, seen during the day. Both it and the surrounding craggy plain have taken on a rather more inviting appearance since she was sent packing in “To Where and Back Again,” with grass, flowers, and the occasional tree growing in to cover the once-barren ground. The hive itself is marked by shoots and climbing vines, and its color has changed from the original diseased gray to a more natural, stone-like hue. A poof of magic deposits Starlight Glimmer and Trixie on a small promontory at the base of an overlooking ridge.)

Starlight: Hah! (Close-up.) Straight to the changeling hive. I told you I could do it.

Trixie: (unimpressed) Well, not exactly straight, Starlight. We’ve been popping all around Equestria, and we still have to walk.

Starlight: Pfft! It’s, like, twelve steps away. Before Chrysalis’s throne was destroyed, the closest magic would have gotten us was… (gesturing behind herself) …waaay over there.

(Zoom out to show her indicating the ridge. Recall that this was the closest that she, Discord, Thorax, and Trixie were able to get to the hive by teleporting. Starlight hops down off their perch, Trixie throwing the ridge a funny look before following suit, and they begin to cross the plain.)

Starlight: On a scale of one to ten, how happy do you think Thorax is gonna be about our surprise visit?

Trixie: Definitely ten. (working up to full ham mode) I mean, who wouldn’t be happy at the chance to marvel at the overwhelming talent that is the Great and Powerful Trixie?

(She ends this line standing on her hind legs, with fireworks bursting around her. Starlight stops to throw her a quizzical look.)

Starlight: Trixie, we’re coming to offer Thorax encouragement and support. His letters make it seem like the responsibilities of being the changeling leader are a little overwhelming. (She starts off again.)

Trixie: (following, dryly) Yeah, I know. That’s basically what I said.

Starlight: He’s dealing with the wants and needs of his subjects. Redesigning the hive— (Sigh.) —a dread maulwurf wreaking havoc outside—

Trixie: It does sound like a lot, but…are you sure that last thing is real?

Starlight: The dread maulwurf? Sure it is. Thorax said it’s like half-bear, half-mole— (stopping, rearing up) —half raging pile of claws! (moving again) But now that the changelings don’t feed on the love of everything around them, plants have started to grow back.

(Zoom out slightly as they stop at the edge of a large, freshly dug hole whose edges are strewn with half-eaten leaves.)

Starlight: But this maulwurf keeps eating them all up.

Trixie: (unconvinced) Maulwurf. Uh-huh. (pacing away from hole) You’re just trying to scare me, but it won’t work. Because not only am I the Great and Powerful— (rearing up) —I am also the Un-scare-able Trixie!

(A flare of green fire immediately behind the blue unicorn marks the appearance of a male changeling who has not undergone the transformation effected by Thorax’s outpouring of love in “To Where and Back Again.” This one, Pharynx, has solid blue-violet eyes, a red finned crest running down the back of his head and short tail, translucent blue-violet wings, and a purple section of carapace covering his back. He snarls at Trixie, spooking her into a yell and a dive for cover behind Starlight.)

Trixie: (gasping, rapid fire) Please tell me Thorax also mentioned a terrifying-looking changeling who greets visitors but is actually nice? (Pharynx hovers to glare down at them.)

Starlight: (small voice) Nope.

Pharynx: And I’m not nice!

(Borne out by the gruff, grating tone of his voice. He dives on the pair as Starlight leaps ahead to open fire, but he nimbly dodges every shot.)

Trixie: (standing up) Starlight, you got us here. I’ll take us home.

(Pharynx swoops low, picks up an empty sack, and charges with its mouth held open toward them.)

Trixie: Teleportation spell, go!

(But she gets no farther than igniting her horn before both of them are swept up into its folds. The drawstring is cinched tight.)

Trixie: (from inside) Did I save us?

Starlight: (from inside) Nope!

(Pharynx drags his prizes off by the free end of the string, held in his teeth. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the upper portion of the hive, the camera pointing up from some distance above the ground. Tilt down to the base, where Pharynx flies into view towing the bagged captives toward the entrance. The path is pocked by two large holes like the one Starlight and Trixie found in the prologue. Cut to them within the sack.)

Trixie: What are you waiting for? Use some magic to get us outta here!

Starlight: Calm down, Un-scare-able Trixie. (Sigh.) We have to find out what’s going on. Thorax might need our help!

Trixie: We need our help! Teleportation spell, go! Teleportation spell, go! (Frightened gasp.) Teleportation spell—

 

(Each of the first two repetitions is accompanied by a brief flare of her horn that does nothing whatever to change their circumstances. They do get on Starlight’s nerves in short order, though, and she cuts off the third one with an irritated groan.)

Starlight: Why do you keep doing that? You know it doesn’t work that way.

Trixie: I know! But this is my process.

(They are tumbled roughly ahead with a yell of surprise; cut to a stretch of stony ground as they slide out of the sack and end up in an undignified heap. Pharynx stands proudly over them.)

Pharynx: I captured these trespassers!

Thorax: (from o.s.) Starlight!

(Pan quickly to him, standing atop a large wooden throne flanked by three of his subjects. The seat and armrests appear to have been carved from a massive tree stump, and the back rest is styled as a tree with leafy limbs. It rests on a carpet of moss, and the fact that the back wall of the room stands only in bits and pieces indicates that he has set it up in the remains of Chrysalis’s throne room.)

Thorax: Trixie! It’s okay, Pharynx. You can let them go. (Starlight and Trixie get up.)

Pharynx: But they were lurking on our grounds! (hovering toward them) In the old days, I would have already feasted on their love. (Thorax flies over to back him down.)

Thorax: Well, that’s why they’re called the old days, because they’re old. We don’t do that anymore.

(Cut to a long shot and slow pan across the peaceful open-air throne room, a few changelings flitting about, then back to Thorax and Pharynx.)

Pharynx: (grunting disgustedly) I liked the old days better.

(He trots off past the ruler and the two visitors.)

Thorax: What are you two doing here?

Starlight: We wanted to surprise you. (lamely) Surprise!

Thorax: (chuckling) Well, it’s great to see you. I’m sorry about the welcome committee.

(Whose sole member has shifted his efforts to hissing at a couple of changelings and frightening them into a hasty airborne exit.)

Starlight: I thought Ember helped you get more assertive so you could deal with all the renegade changelings who didn’t want to change.

Thorax: (nodding) Oh, she did. Really helpful. I was able to convince all of them to change—except one of them. (deflated) My brother.

(They are referring to the events of “Triple Threat.”)

Starlight: (surprised) Your brother? (Pharynx skulks past…)

Thorax: Yep. Pharynx is my elder brood-mate.

(…and stops to chomp a mouthful out of a small bush and spit it away in revulsion. He wastes no time in stomping and shredding the vegetation, an action that leaves Starlight concerned and Trixie wary.)

Starlight: (forcing a smile) Oh, yeah! You guys have the same…mmm…eye shape?

(Pharynx drops the mouthful of vines he has been worrying and glares at Thorax.)

Pharynx: What a ridiculous comparison! (stomping away) We are nothing alike!

(Thorax voices a heavy sigh, which is followed by a grunt and thump from the direction of the exit.)

Thorax: Stop doing that!

(Cut to Pharynx, who has just kicked a hole in a stone wall within sight of the other three.)

Pharynx: The hive looked better with holes.

(Another strike breaks the top from a small outcropping, and the subsequent hiss scares a passing changeling into a spooked duck-and-cover. He stalks o.s., a few bits of stone flying back into view as the result of one more kick at the scenery, and Thorax voices a resigned little grunt.)

Thorax: (to Starlight/Trixie) Well, how about I show you the rest of the hive— (walking off) —where it’s less loud and bang-y?

(The mares stay put, trading a very worried look as the camera zooms in on them. Dissolve to the three proceeding through an area in which a few changelings have gathered to talk, while others are at a small stone slab that serves as a table, working on small craft projects.)

Thorax: There have been a lot of changes since you were here last. I’m trying to start some new activities, since he only thing we did before was hunt and patrol. (gesturing to one side) There’s theater…

(On the end of this, the camera pans quickly to follow his gesture and stops on a pair acting out a scene for an audience. One wears a white ruff around its neck. Another pan frames two others dancing for their own set of spectators.)

Thorax: (from o.s.) …swing dancing…

(A third: a table is being set with an assortment of foods.)

Thorax: (from o.s.) …a once-a-week potluck lunch… (He crosses to another one.) …ooh! And who can change shape and organize craft time, hmm?

(A wash of green energy turns him into a flamingo as the two changelings behind the table hold up a simple drawing of Starlight and Trixie. Paint is spattered across the cheeks of one; the other has pencil in teeth.)

Thorax: (indicating himself) This guy!

Starlight: I am really impressed, Thorax. (He resumes his usual form.) The hive, all the activities—

(A changeling plods into view and uncorks a loud, disgusted grunt—a female, judging by the voice. Most of her body is liberally befouled with dark gray slop, and she leaves a trail of prints as she walks.)

Changeling 1: He did it again! Pharynx dumped an entire can of black paint on me! He said my fuchsia color wasn’t intimidating to our enemies! What enemies?!?

Thorax: I am so sorry. I promise I’ll talk to him.

Changeling 1: (poking Thorax’s chest, leaving paint on it) You’re the ruler of the hive, Thorax! (walking off) You need to do more than talk!

Trixie: (to Thorax) Well, maybe not everything here is amazing.

Starlight: Seriously, Thorax, what is up with your brother?

Thorax: (sighing, wiping himself clean) Pharynx used to be Head of Patrol. But now we’re peaceful and there’s no need to patrol, so he just stalks around the hive making everyone miserable. The other changelings are sick of it, and if I can’t get him to accept love and friendship and change like the rest of us, everything I’ve done here is at risk.

(The mares exchange unsure looks, but Starlight’s quickly shifts to a cocked-eyebrow smile that thoroughly fails to put Trixie at ease.)

Trixie: (shaking head) Uh-uh!

Starlight: (grinning widely) Hmm?

Trixie: (sighing heavily, nodding) Uh-huh.

Starlight: (to Thorax) We know a thing or two about what it’s like to be outsiders. Maybe we could talk to him for you.

Thorax: Do you really think you could help?

Trixie: Thorax, if there’s anypony who can help your brother, it’s me.

(Her traveling companion’s bright blue eyes pop wide open in slightly skeptical surprise.)

Trixie: (touching Starlight’s back) And with Starlight helping, it might take slightly longer— (pulling her closer) —but I guarantee you we can do it.

(That companion expresses her opinion with a loud, fed-up groan. Now two changelings fly over to Thorax, each carrying a load of leaves. The one who speaks up next is male.)

Changeling 2: Thorax, we’re ready to start work on the trail of plants to lead the maulwurf away.

Thorax: Oh! (They fly off.) I have to head outside. (He rises to a hover.) You sure you’re okay handling Pharynx?

Starlight: Absolutely.

(A savage yell from the elder brood-mate brings a quick pan to him, ripping into a tangle of hanging vines. The camera returns just as rapidly to a bewildered Starlight and Trixie, who do their best to get reassuring grins onto their faces in very short order.)

Trixie: Yeah. We totally got this.

(She manages a strained little giggle and both sets of eyes turn toward the ruckus before the view fades to black.)

Act Two

(Opening shot: fade in to Pharynx still gibbering and gnawing at the vines. He tears a clump free, throws it down, and kicks it aside as the camera zooms out to frame Starlight and Trixie watching.)

Trixie: So, how do you want to play this? I’m thinking “good pony, bad pony.” You yell and blast him with magic— (Starlight starts toward Pharynx, ignoring her.) —while my natural charisma will convince him that—

(She cuts herself off upon realizing that she has lost her audience, then turns to watch this new turn of events.)

Trixie: Uh, Starlight?

Starlight: (forced casual tone) Hey, Pharynx! I-I know when we first met— (Trixie crosses to her.) —i-it didn’t go so well.

Pharynx: I put you in a bag. I thought it went great. (He resumes chewing at the vines.)

Starlight: Right. (Clear throat.) So… (Laugh.) …not a big fan of the vines, huh?

Pharynx: They’re a safety hazard. An enemy could hide in them or use them as weapons. I don’t even know why they’re here.

Starlight: (poking at them) Because they’re pretty? (He pushes her hoof down.)

Pharynx: That’s ridiculous. (He walks off.)

Starlight: (laughing) Oh, totally. We get you. But… (Clear throat.) …maybe don’t express how you feel by destroying them?

Pharynx: I don’t take advice from ponies. The only thing I take from you is breakfast. (under his breath) At least I used to.

(Trixie plants herself in his path, bringing him up short.)

Trixie: You know, you’re a lot like us.  

Pharynx: (hurrying past her) Doubt it. (Cut to him.)

Trixie: (from o.s.) It’s true. (She scrambles to catch up, followed by Starlight; he stops.) Do you know who Twilight Sparkle is?

Pharynx: No.

Trixie: Well, she’s the most well-liked, studious, do-goodiest pony in Equestria.

Pharynx: (groaning) She sounds awful.

Trixie: Oh, you hate her. I used to. She made me unsure about my place in the world, which led me to act out against her.

Starlight: And I used to be a dictator who ran a village with an iron hoof.

Pharynx: Really! Hmmm…maybe you two do understand me.

Starlight: (nodding enthusiastically) Yes! We do! But now Trixie has come to terms with being second best— (Trixie’s eyes widen at her bluntness.) —and I no longer control ponies against their will. And our lives are so much better for it.

Pharynx: Wow, so you’re both losers. (poking Starlight in the chest) Stay away from me, or I’ll do to you what I did to the vines.

(The blue unicorn sends a vitriolic glare after him as Thorax arrives.)

Thorax: Well, Operation “Lead Maulwurf Away” is coming along. How’d it go with Pharynx?

Starlight: Your brother is…um…challenging. (Deflated sigh from Thorax.)

Thorax: That bad, huh?

Starlight: It wasn’t great.

Thorax: You want to talk it out? You can come with me to the Feelings Forum.

Trixie: The Feel-like-what, now?

Thorax: Oh, it’s a place for changelings to express their feelings so we all gain a better understanding of each other. It’s really helped bring the hive closer together.

(Cut to a close-up of Starlight and Trixie, who trade an uneasy look at this bit of news. Behind them, the background dissolves to a different portion of the hive’s open-air structure; they stare straight ahead, Trixie with the clearest skepticism.)

Female voice: Sometimes I feel like I’m a blue changeling.

(Longer shot of this area; they, Thorax, and several others are sitting in a large circle, with the speaker standing at its center. One is dressed in a loose flowered outfit, headband, choker, and small tinted pince-nez glasses—the group leader, a female.)

Changeling 3: Sometimes I feel like I’m a purple changeling. But here I am— (Ears droop.) —a green one.

Leader: You can be anything you want to be. Be blue one day and purple the next. Be both on the same day.

(A turn of the head during this line exposes a flower and beaded ornament attached to the headband.)

Changeling 3: But then I feel like I’d be living a lie.

Leader: (crossing to her, touching her shoulder) It’s very brave of you to share something so personal. (Changeling 3 leaves the circle.) Does anyone else have similar concerns?

Changeling 4: (male, raising a hoof) I used to. (He holds up a small clay pot.) But craft time has given me such a creative outlet, I feel great now.

Changeling 5: (female, nodding) Uh-huh. Everyone loves craft time. (Murmurs of assent around the circle.)

Changeling 4: (sourly) Well, everyone except for… (behind a hoof) …you-know-who.

Changeling 5: (nodding) Yeah. You-know-who spends all his craft time making spears.

Changeling 4: (pacing in circle) He’s scary and intimidating. You-know-who makes me uncomfortable.

Changeling 3: He makes us all uncomfortable.

Thorax: Everyone, please! I understand Pharynx can be challenging at times.

Changeling 4: That’s an understatement. He lined a hallway with thorns!

Changeling 3: He teaches little changelings to growl and hiss!

Male voice: My soup’s too hot!

(The non sequitur catches the whole group off guard. Cut to the speaker, who sits with a bowl of this foodstuff before him. Very long pause.)

Changeling 6: What? I thought the Feelings Forum was for sharing our problems.

Pharynx: (scornfully, stepping into view to face them) It sounds like your lame Feelings Forum is for talking about me behind my back!

Leader: The Feelings Forum is for talking about anything that’s bothering you. Is there something you’d like to share, Pharynx?

[Continuity error: A gold bauble appears on her choker now.]

(The other participants back away nervously during this line, leaving her alone to face him as he paces across the open ground.)

Pharynx: Actually, there is. The changelings used to be a fearsome swarm.

(Cut to a slow pan across Thorax, his suddenly chastened subjects, and Starlight.)

Pharynx: (from o.s.) Now we sit around talking about our feelings so much, you can’t even stop a maulwurf from eating all your pretty plants. (He leans angrily into view.) I could’ve sent that thing packing before— (Overhead shot of the gathering.) —but I guess now we’ll just try to lead it away and hope that keeps us safe! (He flies off.)

Changeling 4: (pacing to center) I-I don’t feel safe with him around!

Changeling 5: I’d feel safer if he were gone!

Thorax: I can’t do that.

Changelings: WE WANT HIM BANISHED!!

(The outburst shifts into a confusion of heated arguments as Changeling 6 gingerly dips a hoof into his bowl of soup. Surprised, he lifts it and takes a long, noisy sip.)

Changeling 6: Hey! My soup’s cooled down. These Feeling Forums [sic] are great for solving problems.

(The strike of a gong reverberates across the circle and slashes off the tumult; cut to the leader, who has hit a large suspended shell.)

Leader: Everyone, please. If we are interrupting each other, we are not affirming each other.

(The quietude is broken almost immediately as the disagreements resume at elevated volume. She struggles to hold her composure, but gives up as the camera zooms out quickly to frame all.)

Leader: THAT’S IT!! (All fall silent.) FEELINGS FORUM IS OVER!!

(The audience disperses amid a round of discontented grumbling to leave Starlight, Thorax, and Trixie sitting alone. The looks that the unicorns give to each other tell all of their fear at very likely being in too far over their heads. Dissolve to these two walking through the hive together; Starlight stops after a few paces.)

Starlight: I… (Trixie halts; she sighs heavily.) …I want to say something, but it goes against everything I’ve been taught as Twilight’s pupil. (Trixie gasps and adopts a cunning smile.)

Trixie: (propping chin on hoof) Ooh! Then by all means, say it.

(The reformed despot pushes the leg down and lets out a long breath to steady herself.)

Starlight: I think Pharynx is a lost cause.

Trixie: Mmm. I’m all for second chances, third even, but he just seems like a bad bug.

Starlight: And Thorax has a duty to the whole hive, not just his brother.

Trixie: If he keeps sticking up for Pharynx, the hive might decide they don’t want Thorax as their leader.

Starlight: I think he might have to kick Pharynx out, but I don’t want to be the one to tell Thorax that.

Trixie: (shaking head, walking off) Me neither. But somepony probably should.

(After an uneasy moment of silence, she pokes her head back into view with a big smile.)

Trixie: I nominate you!

(Said nominee groans loudly and plods away, not noticing the pair of solid eyes in Pharynx’s shade of blue-violet that open on a small rock formation in the background. Zoom in on this; a lick of green fire turns it back into the unreconstructed patrol leader, who glares after the pair with unmixed rancor.)

(Wipe to Starlight and Trixie approaching Thorax, who sits on his throne with forelegs draped over one armrest.)

Starlight: Thorax, we have something to tell you. (He hops down, crestfallen.)

Thorax: It’s about Pharynx, isn’t it?

(Neither mare can meet his eyes, but Trixie takes the evasion a step farther by tilting her whole head to one side and humming/mumbling through closed lips. It takes her a couple of seconds to work her way up to one hesitant word.)

Trixie: Maybe?

Thorax: Look. I know he’s an aggressive warrior type, but when I was little, every young changeling wanted to be like that.

(Wavering dissolve to a chamber within the hive, its ceiling hung with green-glowing pods. Three changeling youths walk/fly into view, their dark gray coloration indicating that this moment is from Chrysalis’s tenure as queen. They launch themselves across the room, shouting fiercely, and descend on a trio of stuffed pony dummies with branches for tails, horns, and wings. These are swiftly stomped, ripped, bitten; pan quickly from this area to a fourth changeling playing alone with a few dolls—one dragon, two ponies.)

Thorax: (voice over) Every young changeling, except me.

(Shadows of the others loom over his younger self.)

Thorax: (voice over) The others would pick on me for not wanting to fight.

Youth: Look at the little grub, playing with his dollies!

(All three laugh derisively and close in; Young TH hunkers down to protect his playthings, but a menacing male voice draws the attention away from him. Zoom out in time with it.)

Young voice: Step away from my brother!

(This would be Pharynx’s past self, then. One pocked foreleg slams down to the stone in the fore, and the camera cuts to a close-up of his figure with its stern visage and narrowed eyes.)

Thorax: (voice over) But Pharynx never let them hurt me. (All three are instantly scared.)

Youth: (stammering) We were just complimenting his dollies!

(Older brother leaps straight up, wreathes himself in green fire, and comes down as a massive, black/purple-striped flyder—the winged spiders that terrorized the camping trip in “Campfire Tales.” A red crest in Young PH’s color runs down the back of his head. A screeching roar douses all three antagonists in saliva and spurs them into a screaming retreat. As Young TH approaches, Young PH undoes the change.)

Young TH: Thanks, Pharynx.

(He sits on his haunches and is immediately beset by strikes from his own hoof, seized and swung about by Young PH.)

Young PH: (tauntingly) Why are you hitting yourself? Stop hitting yourself! Why are you hitting yourself?

Young TH: (grunting in pain) Ouch! Cut it out, Pharynx! (Who steps away and glares back and him with contempt.)

Young PH: They’re right, you know. You need to have tougher skin.

(The junior sibling glances regretfully away as the senior strides off. A wavering dissolve shifts the focus to Starlight and Trixie in the present.)

Trixie: (warmly) Aw, that was a really sweet story… (dryly) …until the end.

Thorax: I know Pharynx loved me, in his own way, and I know there’s still good in him. That’s why I keep sticking up for him. Anyway, what did you want to talk to me about?

Trixie: Me? (sputtering a bit) Nooo! (poking Starlight) But, uh, Starlight has something she’d—

(A pinkish-violet hoof corks the flow of words, and its owner slaps on a big forced grin.)

Starlight: Actually, Thorax, um, never mind. (levitating Trixie, pushing her away) Come on, Trixie. We’ve got a…thing to do.

(She gallops off after the unwitting floater, leaving a properly puzzled Thorax in her wake. Cut to a passage well away from the throne as they both move into view, Starlight rotating Trixie to face her.)

Trixie: (whispering) What are you doing?!? (She is set down.) I thought we agreed, you’d tell Thorax he had to kick his brother out of the hive!

Starlight: Maybe we don’t have to. Get Pharynx and meet me at the hive entrance. I’ll explain everything. (She teleports away.)

Trixie: (voice raised) And how am I supposed to know where Pharynx is?!? (A male changeling passes by.)

Changeling 7: (pointing) I just saw Pharynx.

Trixie: (walking in that direction) Oh! Well, that was easy.

(Dissolve to Starlight walking backwards across the plain surrounding the hive, a load of miscellaneous greenery held aloft in her field. Various bits are lowered to the ground to form a trail, and she sets down the last one several yards short of the hive entrance, where Trixie is looking on. Starlight turns from her work and approaches.)

Starlight: We’ll just use one problem to solve another.

(Pan away from them to frame the leaf-strewn path on the start of the next line.)

Starlight: (gesturing to it) I switched the trail of plants around to lure the maulwurf here. (Cut to her.) The changelings may not be able to stop it anymore, but Pharynx certainly can. (excitedly) When it attacks, he’ll save his brother, showing everypony his good side! The others will accept him, and Pharynx will finally let love and friendship into his life and transform!

(She finishes with a gleeful rearing-up, but has not noticed Trixie’s steadily deepening worry.)

Trixie: Wow.

Starlight: I know, right? Great idea. (Pause.) Where’s Pharynx?

Trixie: He’s gone!

Starlight: (hopefully) Gone, like “gone to the throne room”?

Trixie: Gone, like “gone”! One of the changelings said Pharynx left the hive for good.

(The revelation sparks a round of cheers from three who have overheard this exchange from a nearby hill. Starlight, on the other hand, pulls in a spooked gasp.)

Starlight: Then who’s gonna stop the dread maulwurf I’m leading here?!?

(The eavesdroppers’ jubilation turns to terrified screaming. Cut to a close-up of Starlight’s grimacing visage, zooming in slowly, and fade to black.)

Act Three

(Opening shot: fade in to a stretch of the hive’s interior. Starlight and Trixie gallop into view, the camera panning to follow them until they stop before Thorax.)

Starlight: Thorax! There you are! Pharynx is missing! (Cheers and whoops from the nearest changelings.)

Trixie: (to herself) Wait for it…

Starlight: And the dread maulwurf is coming this way! (The screams come right on cue.)

Trixie: Told you.

Thorax: That doesn’t make any sense. The trail of plants should’ve led the dread maulwurf away.

Starlight: (laughing weakly) I might have re-laid them to lead it back toward the hive.

Thorax: Why would you do that?

Starlight: I thought if Pharynx saw you were in danger, the loving, caring side of him would come out when he protected you.

Thorax: (hovering) But instead he’s out there alone, somewhere between us and that rampaging monster? (flying off) I have to save him!

Starlight: (galloping after him) I’m coming with you! (He whirls to face her, incensed, as Trixie catches up.)

Thorax: Of course you are! This is all your fault!

Trixie: (mock pity) Oh, don’t be too hard on Starlight. Her heart was in the right place.

Thorax: You’re coming too!

Trixie: (deflated) Oh, right. (smiling, moving up) I mean, I was gonna volunteer anyway.

Thorax: (to other changelings) Who else is coming?

(To a one, they either avert their eyes or clear out. Cut to Thorax.)

Thorax: (groaning) Fine.

 (Pan/tilt down to the mares; Starlight finds a new resolve and trots toward the group.)

Starlight: (cuttingly, pacing past them) Oh, sure, you could all stay here, not help Pharynx, and he won’t bother you anymore. It’s your choice. But remember when you didn’t have a choice. When you were forced to obey Chrysalis. You might have been unstoppable, but you weren’t free to choose. And now you are, because of Thorax! Well, it’s his brother out there, and now it’s your chance to prove you’re just as strong embracing love as you were feeding on it! Now is your chance to show what changelings can really be—not because you have to, but because you choose to!

(Wipe to a profile close-up of Trixie walking across the plain; she looks back over her shoulder with genuine respect.)

Trixie: That was an amazingly epic speech, Starlight.

(A long shot and slow pan frame her, a rather put-out Starlight, Thorax bringing up the rear, and not another living soul out on the flats.)

Trixie: I just can’t believe not a single changeling was moved by it.

Thorax: I can’t blame them. (Close-up.) If he wasn’t my brother, I don’t think I’d be here. We’re gonna have to face the maulwurf by ourselves. (Pan ahead to Starlight and Trixie.)

Starlight: Maybe it’ll be long gone and we’ll find Pharynx out here alone.

(They are forced to stop short by a grunt and a scatter of dirt clods flung in their direction. These are being kicked up by a set of claws on the end of a brawny, purple-furred paw from somewhere below ground level. An accompanying growl issues hollowly before Pharynx hurtles upward into view and circles back to drop from sight again.)

Starlight: Or maybe not.

(Racing/flying toward the site, they find themselves on a ridge that overlooks the renegade squaring off against a creature with the size and bulk of a bear, the facial structure of a mole, and a cluster of thick, light blue whiskers on the end of the elongated snout. The fur is two shades of blue, ending in purple around the long, lethal claws that tip all four limbs, and the eyes are beady black with yellowed whites and set far back from the snout. This is the maulwurf, which stands on its hind legs to snap its jaws at Pharynx. He gains a bit of altitude and transforms into the giant flyder seen in Thorax’s Act Two flashback. Letting out a gurgling roar of his own, he charges the maulwurf and drives it back several yards to cut a furrow in the dirt. One meaty swing knocks him away; he reverts to his natural form, shakes his head clear, and moves in for another strike. Thorax watches in horror as he dodges another swipe that rips into the dirt. This camera angle frames the maulwurf’s short, blue/purple tail.)

Thorax: Pharynx!

Pharynx: What are you doing here?

Thorax: I’m here to save you! (He lifts off from the ridge.)

Pharynx: (dodging attacks) Get outta here! Let me handle this!  

Starlight: We’re not leaving you!

(She and Trixie go over the edge, side by side; once they reach the bottom, Trixie whips a number of pellets out of her cape and lets fly. These burst against the side of the maulwurf’s head in a cloud of smoke that serves only to enrage it further; next Starlight kicks her horn into gear and puts a beam dead center into the monster’s chest. It has exactly the same effect as Trixie’s smoke bombs, and all three find themselves bombarded with droplets of saliva from its infuriated roar.)

Thorax: Uh, I may have forgot [sic] to mention in my letters that maulwurfs have really thick hides!

(Here it comes, one foreleg raised to deliver a slash that will surely disembowel at least one of them. Before it can hit home, Pharynx darts in to knock it off balance; the great discolored teeth snap together on the end of his tail, and a flick of the head hurls him to the ground near Thorax. Starlight and Trixie hurry to the fallen defender as Thorax flies ahead.)

Starlight: I thought you said you could beat this thing!

Pharynx: Yeah, with the rest of the swarm, not alone!

Changeling 5: (from o.s.) Good thing you’re not alone!

(All five heads turn toward the source of this interruption, the maulwurf adding a puzzled grunt for good measure. Cut to the ridge, where this particular member of the hive stands proudly with a multitude of others on hoof and wing—a delayed effect of Starlight’s address to the “troops.”)

Trixie: (smugly, to Starlight) I told you it was an epic speech.

(The new arrivals pour over the brink and through the air with a babel of battle cries. They gather on one side in an attempt to topple the maulwurf, but its roar and swing force them to drop back. Next they charge in to deliver a massed punch against one blue cheek, knocking it off balance, and follow this up with a ground-based rush that dumps it to the hardpan. All gallop/fly in and pile on to pin the maulwurf down, but it rises to its knees with a fresh scream that sends them reeling.)

Thorax: It’s no use! We’re out of practice and he’s too tough!

(Pharynx picks himself up and zooms in, while Trixie telekinetically breaks a chunk of rock loose and heaves it. The maulwurf effortlessly bats it away, smashing it to gravel, and unleashes a spittle-filled roar.)

Trixie: And strong! Too bad we can’t get it to fight itself!

Pharynx: (smiling) That’s it! Thorax! Remember when we were young and I made you hit yourself?

Thorax: (cringing) Now is not the time to make fun of me, Pharynx! (His eyes widen as inspiration hits.) Ohhh, right! Of course!

(Both brothers fly a tight circle around the maulwurf’s head, then clear out as it raises a paw to strike; it ends up only smacking itself a good one. They curve sharply up and down its height, tricking it into one self-inflicted bash after another.)

Pharynx: (tauntingly) Why are you hitting yourself? Why are you hitting yourself? Why are you hitting yourself?

Thorax: Yeah, maulwurf. Why are you hitting yourself?

(It dazes itself badly with a misaimed palm, and here comes Thorax again.)

Thorax: Why are you hitting yourself? (Dodge, resulting in a gut punch.) Huh? Huh? Huh?

(Having knocked the wind out of itself, the massive beast goes down like a ton of bricks to land across the furrow it cut when Pharynx drove it back. That self-same changeling flies down to land on one paw and voice a feral hiss; the maulwurf opens its jaws wide and leans in to bite, but he zips away with no time to spare. Those horrid teeth snap together on the purple-furred digits, causing the beady eyes to pop wide open in supreme surprise and pain.)

Trixie: Ooh, that looks like it hurts.

(With a final agonized scream, the maulwurf starts digging a tunnel into the earth and soon drops from sight.)

Starlight: We did it! It’s gone! (Cheers all around as Thorax and Pharynx touch down.)

Thorax: (to him) What were you doing out here?

Pharynx: Leaving. I’m done with all of you.

Thorax: Oh. (smiling slyly) It’s just—why bother fighting the maulwurf, then? You coulda left it alone.

Pharynx: Well, I couldn’t just let it attack you.

Thorax: But I thought you were done with us and you didn’t care.

Pharynx: I never said that. The hive is the thing I care about most.

Thorax: Well, you certainly don’t act like it.

Pharynx: Well, I’m sorry if I don’t get excited about pretty flowers and Feelings Circles and—

Thorax: It’s a Feelings Forum.

Pharynx: Whatever. It doesn’t matter. Even if I do care about the hive, I obviously don’t have a place there anymore.

Changeling 4: (crossing to him with Changeling 5) Actually, you do, uh, because we’ve been wrong. Um, the hive may be a gentler, nicer place—

Changeling 5: —but that doesn’t mean we won’t have to defend ourselves… (gesturing to maulwurf’s escape tunnel) …clearly.

Thorax: And who better to help us do that than the only changeling who never stopped protecting us?

(Cut to a flabbergasted Pharynx and zoom in slowly as approving murmurs float in from all sides. In due time, the fanged mouth curves into a smile.)

Pharynx: You all…want me to stay?

Thorax: Unless you still want to leave the hive.

Pharynx: Why would I want that? I love the hive.

(To the sound of a collective cheer, a spot of brilliant white light blazes up on Pharynx’s chest and he is lifted off his hooves. Much as happened with Thorax, a cocoon of energy wraps itself around him from top to bottom and flares blinding white to fill the screen, forcing the onlookers to shield their eyes until it subsides a bit. Awed murmurs float up as the silhouette of a newly transformed changeling spreads its wings within the corona, and Pharynx descends to the ground and looks himself over uncomprehendingly as the last of the light fades away. His head, throat, and legs have gone a deep blue-green, and his eyes are still blue-violet. A pair of short antlers and the exposed back portion of his carapace have gone the red of his original head crest and tail, while his underbelly is blue-gray. Wings and tail are now translucent red, the former emerging from beneath a second, open outer carapace layer in shades of blue and purple. Like Thorax, three pale blue crystals are set at his throat, which shades to red before the underbelly takes over. He folds down his wings and the outer carapace and scratches his head. He is perhaps half a head shorter than Thorax.)

Trixie: He did it! He transformed! (She and Starlight cross to the brothers.)

Starlight: (to Pharynx) I always knew you had it in you!

Pharynx: Really? (smiling, cocking an eyebrow) Because I thought you said I was a lost cause and you were going to tell Thorax he should kick me out.

Trixie: (feigning offense) Oh! Starlight! How could you say that?

Starlight: (sputtering indignantly) What?! That’s—I mean—but you…

Thorax: (to Pharynx) Lucky for us you weren’t a lost cause.

Pharynx: Lucky for me you didn’t give up on me.

(The rest of the attack force gathers around, offering words of congratulation.)

Trixie: (smiling innocently, to Thorax) Sooo…glad everything worked out.

Thorax: (pointedly, to Starlight) Yeah! Let’s talk about how you not only led the maulwurf to the hive, but also drove my brother away from it! (Trixie, between them, sinks down and sneaks away.)

Starlight: I am so sorry about that. But I would like to point out that my admittedly terrible plan did bring everything together in the end. (Weak giggle.)

Pharynx: (to the crowd) Hey, do you guys want to hear the story about how I used to make Thorax hit himself?
Starlight: (hastily, relieved) Oh, absolutely, yes, right now! (Zoom out slowly; the crowd pulls in around him.)

Pharynx: Well, when we were young, every changeling wanted to be a warrior—except for Thorax. He was a little weak, and I had to protect…

(His last words fade out as the view fades to black.)


DARING DONE?

Written by Gillian M. Berrow

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Notes:                This episode makes reference to a character who has appeared in the IDW comic

                series My Little Pony: Legends of Magic. Reading those stories is not essential to

                being able to follow this one, but the episode and the comics do dovetail with

                each other slightly.

                All lines marked with one asterisk (*) are delivered as a voice over.

Prologue

(Opening shot: fade in to a Ponyville street during the day. A bespectacled pegasus colt stands in the middle of the road, next to a stack of newspapers and holding a rolled-up copy, and a few ponies are hanging around to read the ones they have purchased. The sound of Pinkie Pie’s hopping fades up.)

Paper vendor: (addressing himself o.s.) Morning, Pinkie Pie! Get your Ponyville Chronicle right here!

(She bounces merrily into view and stops before him.)

Pinkie: Fan-tizzy-astic!

(She flips him a coin, snatches the paper away, and whips over to sit on a nearby bench where a rather bored-looking Rainbow Dash has just arrived. The pegasus flutters up to take a seat on the next line.)

Pinkie: (opening paper) I just love to read about happy happenings, and it’s always good to be a pony in the know, you know? And there’s so much to know!

Rainbow: Eh, seems like a bunch of boring hooey to me.

Pinkie: (skimming a page) Does “New Shrubbery in Castle Gardens” sound like boring hooey to you?

Rainbow: Snoo-ooze!

Pinkie: What about… (smiling at one item) …“Parasprite Infestation in Fillydelphia Eradicated”? Ah! That’s great news!

Rainbow: Nah. Another day, another parasprite hype story.

Pinkie: (reading) “Noodles Named Official Food of Whinnyapolis”…“Author A.K. Yearling Announces Retirement”…“Cloudsdale Election Heating Up for Candidate in Favor of Cooling It Down.”

(Only after this last headline does Rainbow’s dispassionate demeanor crack.)

Rainbow: What?!? (grabbing paper) Oh, let me see that!

Pinkie: I never knew you were so into politics, Rainbow!

Rainbow: No…this!

(On that second word, she holds the newsprint up to the camera, clearly exposing two pictures on facing pages: a profile close-up of a most unhappy A.K. Yearling on the left, a steaming bowl of noodles on the right. Next to Yearling’s picture, and partly covered by Rainbow’s hoof, is a photo of an open book with a question mark superimposed over one page. She lowers it out of view.)

Rainbow: It can’t be true! (She reads some more.)

Pinkie: Well, I’d have never picked noodles as the official food of Whinnyapolis either, but… (Shrug.) …here we are.

Rainbow: (exasperatedly) No, Pinkie! I can’t believe that the greatest author and secret pony adventurer of all time, A.K. Yearling, is retiring!

(She points emphatically at the author’s image upon mentioning the name and finishes with a frightened little shiver. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to Pinkie and Rainbow galloping flat-out through a forest. Pinkie’s copy of the paper is rolled up and protruding from her mane.)

Pinkie: A.K. Yearling just retired, like, today. Are you sure she wants visitors?

Rainbow: Pinkie, the A.K. Yearling I know would never quit and retire out of the blue. Something could be really wrong, and we need to make sure she’s okay.

Pinkie: Okay. (suddenly suspicious) Heeeeey, you’re not just trying to make sure she writes more Daring Do books, are you?
Rainbow: Of course not! (smiling) But that wouldn’t hurt either. Now come on!

(She speeds ahead, followed by Pinkie. Cut to an extreme close-up of one sky-blue hoof pounding frantically on a wooden door, then to a longer shot of Yearling’s cottage as seen in “Daring Don’t.” Both mares have arrived at the front step, but there is no immediate response to the knock except for the hushed noises of the woodland wildlife.)

Rainbow: Uh…maybe she’s not home. (Close-up; she smiles hopefully.) Maybe she went to the editor-in-chief of the Ponyville Chronicle to correct the misprint they’ve made.

Pinkie: (from o.s., brightly) Nope. She’s home.

Rainbow: (irked) How do you know?

(Cut to frame both; Pinkie has moved to the front window and is looking in.)

Pinkie: Because she’s right there, looking all sad and alone. (Rainbow gasps.)

Rainbow: I knew it! Something is wrong! (knocking on door) A.K.!

(Close-up of Pinkie, seen from just inside the window.)

Pinkie: (slightly muffled by glass) Now she’s sighing with the weight of the world… (Mash face against glass; shade eyes with hooves.) …now she’s hanging her head in utter despair…oh, now she’s shaking her hoof and cursing the heavens like nothing could ever possibly be the same again… (Outside again; she backs off a bit.) …why, oh, why did this happen to her?!?

Rainbow: What?!?

(Just inside again; Pinkie peers intently a moment longer, then smiles.)

Pinkie: (muffled) Whoops! Never mind. That time, she was just stretching. (Chuckle, back to Rainbow at the door.)

Rainbow: (knocking madly) A.K., it’s us! Rainbow Dash and Pinkie Pie! Your friends!

(It swings open at last, and the two pegasi look each other straight on across the threshold. Yearling wears her cape and glasses, but not her cloche hat, and her mane is neat if slightly ruffled. The eyes behind the red-framed glasses broadcast just how far off her game she is, but narrow into a suspicious squint as she glances from side to side and Pinkie steps up. The coast being clear, she beckons them on and turns to re-enter the living space.)

(Cut to the interior, the two visitors descending the steps that lead down from the door. Cardboard boxes of various sizes are set around the place, some closed, others open and brimming with notes and possessions. Yearling listlessly packs a few items into one as Pinkie takes interest in a small, open chest holding a glowing gold object.)

Rainbow: Oh, no. Did somepony ransack your cottage again and steal some ancient mysterious relic that’s the key to saving all of Equestria? (Pinkie lifts the item from the chest—an animal totem that begins to crackle with energy.)

Pinkie: Ooooh! (Sit on haunches.) Sparky!

(Yearling turns from the boxes with a sudden gasp and gallops across to Pinkie. Snatching the totem away, she hastily shoves it back into the chest and slams the lid down.)

Yearling: (sighing quietly) Nothing’s been stolen.

Rainbow: (tensing for action) Then is somepony blackmailing you and forcing you to retire? ’Cause if they are… (She finishes with a defiant neigh.)

Yearling: No, nothing like that.

Rainbow: (supremely panicked, sputtering) So you’re just quitting and moving away? (yanking Yearling back and forth by her collar) Why—would—you—do—that?!?

(An unamused glare from behind the lenses prompts her to release her grip on the fabric.)

Yearling: I already explained everything to the Ponyville Chronicle.

Rainbow: (hovering) Oh, really? (She drags the paper out of Pinkie’s mane, opens it, and reads.) “Author A.K. Yearling announced yesterday that the next adventure novel in her popular series, Daring Do and the Curse of the Pharaoh’s Tomb, will be her last. Yearling looks forward to her retirement.” (Roll it up.) That doesn’t explain anything!

(Yearling turns away with an almost inaudible mutter; Rainbow lands to stare her down point-blank, no longer carrying the paper.)

Rainbow: It just says you’re giving up writing stories! But most ponies don’t know that you actually are Daring Do, and that the stories are real! So what you’re really saying is that you’re giving up being Daring Do— (poking her in the chest) —but you’re not saying why! (Pinkie inserts herself between them and pushes Rainbow back a step.)

Pinkie: Of course, if you don’t feel like talking about it, that’s A-okay, A.K. As your friends, we completely understand. (pointedly) Right, Rainbow Dash?

(Zoom in on the blue flying ace as her name is mentioned; she snaps out of her sulk.)

Rainbow: (smiling hastily) Oh, yeah! (Yearling paces.) We just came to make sure you’re all right. That’s really why we wanted to find out what’s going on.

Yearling: (fishing in a box) If you really want to know, my last quest took me to a village in southern Equestria, where I started seeing these.

(She holds up a file folder on “these.” Pinkie and Rainbow lean in, the pink mare sitting on her haunches and taking/opening it so she and her friend can put eyes on the contents.)

Pinkie: (reading) “Wake of Destruction, colon.”

(Her perspective: the folder is filled with news clippings and a couple of loose photos.)

Pinkie: (reading) “Daring Do Ruins Entire Village Marketplace!”

(She lowers it on the end of this, giving a clear view of Yearling’s downcast expression; from here, cut to Pinkie and Rainbow.)

Rainbow: (reading) “Dare or Scare? Local Rogue Daring Do Involved in Frightful Fiasco”? (Pinkie’s perspective again, the author becoming increasingly hacked off.)

Pinkie: (reading) “Daring Do Leads Bull into China Shop During High Speed Chase!”

Yearling: That’s enough! (Sigh.) Everypony I tried to help is mad at me. (All three again.)

Pinkie: That’s not true. They’re not mad at A.K. Yearling. (Sly smile.) They’re mad at Daring Do. (Flip the folder closed.)

Yearling: They don’t sell my books in southern Equestria. The ponies there don’t know who A.K. Yearling is. They only know Daring Do, and apparently she does more harm than good.

(On the next line, Pinkie holds up a monochrome close-up shot of Daring Do’s face, obscuring that of the author, and lowers it again.)

Pinkie: Then I guess it’s a good thing you look so different as A.K. Yearling. (Close-up of Rainbow.)

Rainbow: (smiling, holding up folder) So all we have to do is go down there and explain to these ponies that none of this stuff is true! (She tucks it behind a wing; zoom out. She and Pinkie are both sitting now.)

Pinkie: Easy-peasy-cheesy!

Yearling: But that’s just the thing! It is true.

Pinkie, Rainbow: (shooting upright) What?!?

Yearling: I guess I’ve always been so focused on saving priceless relics and stopping the bad guys that…I never really thought about the mess I leave behind.

Pinkie: Then you are in a tricky pickle! But…why is all this happening now?

Yearling: (sighing) I guess ponies are finally fed up. Either way— (pivoting angrily to her) —I’m done with adventures—having, or writing. (The folder lies on the floor.)

Rainbow: Come on! For every one pony who’s upset— (Pinkie grins and nods.) —there must be at least a hundred that know you’re a hero!

Yearling: (sadly) I don’t think so, Dash.

(Those words cause the party planner’s perkiness to plummet as her pink posterior plunks onto the planks. Yearling paces gloomily across the floor as Pinkie shrugs resignedly to Rainbow.)

Rainbow: Well, why don’t we go visit this village… (checking folder, sounding name out) …Som-nam-bu-la… (dropping it) …and see for ourselves?

Yearling: (packing a box) Those articles seem to make it pretty clear how the villagers feel. (Pinkie stands and brightens.)

Pinkie: But if we go there, the ponies can tell you in person just how much they appreciate you.

Rainbow: (brandishing folder) And what a heap of rotten apple cores these articles are!

(The retiring writer’s spirits rise a notch as she turns away from the box.)

Yearling: You really think so?

Rainbow: (hovering briefly, tucking folder away) I know so! Let’s go!

(She and Pinkie make tracks for the door; Yearling thinks hard for a moment, then dons her cloche with an uneasy sigh and starts after them. Dissolve to a slow tilt down the length of a map, a red line drawing itself in to mark the trio’s route—from the cottage, to a city, across railroad tracks and into a mountain range, past a bend in the tracks to a forest, following to their end and veering away into a desert, then finally ending at a cluster of buildings around a pyramid. From this last, dissolve to the three mares entering the village of Somnambula, whose architecture strongly resembles that of small Egyptian towns from the early twentieth century. Buildings are squat and square, none more than two stories tall; market stalls line the wide, busy streets; a well in the middle of one; and a great pyramid towers over all in the background. It is daytime, and Rainbow is no longer carrying the folder of clippings.)

Rainbow: (to Yearling, shuddering excitedly) This is so cool! (All stop.) It looks just like that village in your last book, where Daring Do recovers the Doomed Diadem from the Wild Bunch Gang, who chase after her through the desert!

Yearling: It should. I based that entire chapter on my experiences here in Somnambula.

Pinkie: What happens? (pacing, collecting herself) No, wait, don’t tell me. (freaking out, to Rainbow) I changed my mind! TELL ME!!

Rainbow: Daring Do thwarts Ahuizotl’s evil plot to separate the Sister Crown Relics! (Pinkie backs off.) And if it wasn’t for her, the region would be cursed with eternal night, and the entire town of Somnambula would have sunk into the ground!

(She and Pinkie have both dropped to their haunches by the time she finishes, Pinkie having hunched down a little farther in sheer anticipation.)

Pinkie: (contemptuously, to Yearling) Aw, puh! (standing up) There’s no chance that these ponies don’t think you’re a hero. (Rainbow gets up.)

Rainbow: Watch this!

(She trots off, leading the others to a wizened tan earth pony vendor stallion sitting at his battered, heavily patched cart of bruised apples. Blue eyes; two-tone red mane/tail, the former held by a brown headband; brown vest over a long-sleeved, pale gray shirt; a single long beard tuft.)

Rainbow: Hiya there, mister! (coaxing tone) I was hoping you could tell me about a pony named Daring Do. I hear she’s an awesome adventure pony hero.

Apple vendor: Daring Do? Oh, she’s awesome, all right.

(Rainbow smirks back at Pinkie and Yearling, but the oldster stand and shatters their triumph by shifting into instant bitterness. His cutie mark, previously hidden by the camera angle, consists of a red apple overlaid by a violet, five-pointed blossom from that type of tree.)

Apple vendor: Awesome at destroying ponies’ apple carts…

(The whole rig promptly goes to pieces, spilling dust and fruit everywhere.)

Apple vendor: …and priceless sacred statues!

(He points furiously off to one side; cut to a point just ahead of an archway through which the huge pyramid can be seen and zoom in slightly. A stallion in a hooded brown cloak and off-white scarf stands to one side, showing no facial features except a gray-tinged khaki nose and a crop of beard stubble around his mouth. Beyond the archway, in a wide village square, a pile of tumbled and broken stones litters a broad dais—the remains of the statue Daring allegedly wrecked. Back at the scene, Rainbow aims a querying look at Yearling, who averts her eyes ruefully; they are interrupted by a stallion’s hushed, heavily accented voice.)

Voice: Indeed.

(The speaker proves to be Hood, who steps off from the archway.)

Hood: Daring Do is a menace who destroys everything she touches.

(He gestures off to one side on the end of his, exposing a shirt with rolled-up sleeves in the same color as the scarf. Pan quickly in this direction to stop on two stallions, a pegasus and an earth pony, working to rebuild a trashed stall and not looking too happy about it. They stop and grumble their agreement with the statement around the tools in their mouths.)

Rainbow: (taken aback) What? No! Daring Do is the exact opposite of a menace!

Yearling: (groaning, whispering to Rainbow) I tried to tell you! Coming back here was a mistake!

(She gallops off. Cut to a long shot of Pinkie and Rainbow staring after her with clear concern, while Hood resumes his spot by the archway. Zoom out slowly and fade to black.) 

Act Two

(Opening shot: fade in to a fleeing Yearling, closely followed by Pinkie on the ground and Rainbow in the air.)

Rainbow: Come on, A.K.! So we picked a bad example. That was just one angry pony.

Pinkie: Two angry ponies!

Yearling: It doesn’t matter! I-I never should have come with you! You two should just go home!

(As said two come to a stop, she pelts out through an arch that marks the edge of town and is soon lost amid the desert wastes.)

Rainbow: Come on! We gotta follow her!

Pinkie: I don’t know. It reeeeally seemed like she doesn’t want us cramping her saddle.

Rainbow: (landing to face her) But we have to convince her that ponies do appreciate her! As her friend, I have to make sure she believes that.

(She trots away from the village, Pinkie following. Dissolve to them topping a dune; the sky has deepened into twilight. Rainbow’s eyes widen in surprise.)

Rainbow: Oh, look, Pinkie! (pointing ahead) It’s the Get On Inn!        

(Cut to a long shot behind them. The establishment in question sits on the other side of a river from them, in a bend fringed by palm trees and lush vegetation, and a wooden bridge leads from one bank to the other.)

Rainbow: Daring Do stays here all the time in her adventures! (Close-up; an idea hits.) Which means there must be ponies here who love Daring Do! Maybe they can help us! (Pan to Pinkie, who inhales a drifting wisp of aroma.)

Pinkie: Mmmm! My nose is telling me to help myself to muffins!

(Cut to a close-up of a desk bell on the corner of a countertop inside. Rainbow reaches into view and hits the button to ring it; a longer shot puts her and Pinkie at the front desk. The sound of slowly approaching hooves asserts itself.)

Rainbow: (impatiently, ringing repeatedly) Come on…

(Cut to a curtained doorway behind the counter. Through this comes a slightly irritated earth pony mare on desk clerk duty. Pale blue coat; curly, two-tone grayish-green mane; faded brown eyes behind blue-framed cat-eye glasses; white/lavender/gold earrings; sleeveless lavender dress with white trim that covers her tail and cutie mark; three necklaces—gold, pearls, small twinkling plaques of a light green stone strung on a gold cord; two bracelets on one foreleg—one gold, the other made of that same stone.)

Pinkie: (from o.s.) Ooooh! (Cut to her and Rainbow.) She’s fancy! I got this.

(The clerk glares at the two new arrivals from her side of the counter; her voice carries a faint, hard-bitten Western twang when she speaks.)

Pinkie: (over-the-top sophisticated tone) A good evening to you, madame. We are but weary travelers who humbly wish to inquire on the status of a certain mare of intrigue taking residence here.

Desk clerk: What in southern Equestria are you on about?

Pinkie: (normal tone, resting front hooves on counter) Is it true that Daring Do stays here?

Desk clerk: (contemptuously) Hah! (Pinkie backs off; she sets her own hooves up here.) Not anymore, she doesn’t.

[Animation goof: She now wears bracelets on both forelegs.]

Rainbow: (hesitantly) Why not? (Hooves down.)

Desk clerk: The last time I rented that rascal a room, she was in such a rush to hightail it outta here, she didn’t even pay her bill. (Rainbow leans across to her.)

Rainbow: But—

Desk clerk: After that, a band of ruffians showed up and destroyed half the rooms lookin’ for her! (leaning toward Rainbow) Guess she made them even more mad than she made me!

Rainbow: No, no, no. You’ve got it all wrong!

Desk clerk: Heh. How do you figger?

Rainbow: (hovering) Daring Do was trying to save everypony from the curse of the Doomed Diadem of Xilati! And she was only in a rush because she had to get the crown back to the Tiara of Tioclale before the curse took effect!

(Dropping to the ground, she trades a satisfied smile with Pinkie.)

Rainbow: (to her) Chapter seventeen.

Desk clerk: Sounds like a tall tale to me, and a hard one to believe now that I know Daring Do is a scoundrel and a thief!

(She glances down at her neck and lifts the string of green plaques.)

Desk clerk: Every year, ponies come to offer precious glowpaz to the Somnambula statue in the village, in hopes for a good future.

(She points across the lobby at Hood, who chooses this moment to wander away with a faint smile.)

Desk clerk: Why, that poor fella had his glowpaz necklace stolen by Daring Do just yesterday! (Pinkie and Rainbow trot after him.)

Rainbow: Hmmm…

(They stop in close-up, flick their eyes around the area, and gasp loudly in unison. Zoom out quickly as they point in the same direction, putting Yearling in the fore, seated at a table.) 

Pinkie, Rainbow: (pointing to same side) There’s A.K.!

(They cross the lobby to her, and all three shift their focus to the stallion, now standing on a table to address the crowd that has gathered in close. Zoom in slowly.)

Hood: Daring Do ruined our town and stole our precious glowpaz! We need to make sure that if she turns up again, there will be consequences! Everypony who’s with me, meet at the statue tomorrow!

(Yearling leaves her seat to join the other two, amid a swell of grumbling from the listeners.)

Yearling: (sighing) Now I’m getting blamed for things I didn’t even do? Why would I steal from them?

Pinkie: They are super-bad! (smiling) But we’re still staying the night, right?

(A muffin is swiftly lifted and stuffed into her mouth, leaving a spray of crumbs across her cheeks.)

Pinkie: (mouth full, sitting on haunches, holding up an empty plate) Because I already ate all the free mini-muffins. (Giggle.)

Rainbow: Listen, A.K. (hoof to shoulder) After a good night’s sleep, we’re gonna fix all of this. I promise. (Pinkie nods.)

(Dissolve to the Somnambula village square. It is now the following day, and quite a few ponies have gathered before the wrecked statue. Pinkie, Rainbow, and Yearling make their way in, Pinkie hopping and the others walking; the pink mare has cleaned her face and ditched the plate.)

Yearling: (whispering) I shouldn’t be here, Rainbow Dash! This is never gonna work!

Rainbow: Of course it will! All I have to do is go up there and explain to everypony how wrong they all are. (Cut to Pinkie and Yearling.)

Pinkie: (foreleg around Yearling’s shoulders; she smiles briefly) Yeah! And then I’ll be like, “What she said!”

Yearling: (sighing heavily) Easy-peasy-cheesy.

Pinkie: (hopping in place) Exactly!

Hood: (from o.s.) Here it is!

(Cut to him, up on the dais to address those gathered.)

Hood: The remains of your—I mean, our Somnambula statue! Now that Daring Do has destroyed it, tell me! Where will we hang our glowpaz?

Mare 1: We don’t even have any glowpaz because they were stolen by Daring Do!

(Outraged responses from the crowd catch the trio off guard. Rainbow is the first to take action, leaping forward and overhead to land on the dais.)

Rainbow: Daring Do would never steal anything! And, okay, she destroyed your statue, but it was because she was trying to save you all from Ahuizotl!

(The collective ire turns to confusion.)

Rainbow: Ahuizotl? (Rise to the peak of the debris.) He’s about yea big? (indicating features on herself) Long neck, itty-bitty face, weird claw thingie on his tail?

(Dead silence from the spectators, without even a flicker of recognition.)

Pinkie: (hopping to front) Ooh, ooh! I know him! (She hooks a foreleg around each nearest neighbor’s neck.) He’s a baddie!

(She is gone in a blur, leaving bewildered mumblings that seem to unnerve the mystery agitator. Rainbow lands next to him.)

Rainbow: Trust me. If Ahuizotl had gotten away with the Doomed Diadem, your entire village would have been swallowed up! And that’s a lot worse than losing some crummy old statue.

(This brings a shocked gasp from the audience, followed by a lone throat-clearing. Pan from them to the old apple vendor seen in Act One, standing off to one side.)

Apple vendor: This was not some crummy old statue! (moving up to face Rainbow) It was the namesake of our town! If you want to understand us, you must first understand her!

Rainbow: Who?

Apple vendor: Somnambula. Long ago, this village fell prey to an evil Sphinx who demanded most of their crops.

(During the first half of the previous line, the view dissolves to a hieroglyphic-styled rendition of the village and nearby pyramids, appearing as if it has been painted on slabs of weathered sandstone inscribed with pictograms. Once the transition is complete, the remainder of his words are delivered as a voice over. The camera pans to a profile of the Sphinx, an enormous, nastily grinning giant to which ponies bow fearfully. The body is that of a pegasus mare, but with a long lion’s tail and legs that end in feline paws rather than hooves. The coat is a dark grayish-purple, with lighter gray underbelly, wing surfaces, and tail tuft, and blue bands encircle the visible foreleg and the base of the tail. The eyes are medium orange, in black-rimmed sockets and with blue-shadowed lids, and it wears a two-tone blue headdress, a gold tiara that hooks behind the tufted ears, and a broad neck piece inlaid with gold and dark blue pieces. While the hieroglyphic style holds, characters move in sudden jerks, as if a series of still frames were being shown for the camera, and all ponies have black makeup rimming their eyes.)

(The Sphinx preens as the ponies prostrate themselves, and the camera pans farther to stop on two earth ponies, a raggedly dressed old stallion who approaches a well-groomed young mare at a stall stocked with bread. She turns away impassively, seeing that he has no money.)

* Apple vendor: Like her fellow villagers—

(Pan slightly farther still; watching them is a pink, blue-violet-eyed pegasus mare with straight, two/tone green mane/tail, the latter tied back with gold bands. A crescent-topped gold band and white veil cover her mane, the eyelids are shadowed purple, and she wears a pearl necklace and a gauzy, gold-trimmed white dress that hides her cutie mark. This is Somnambula.)

* Apple vendor: —Somnambula didn’t have much. (She pulls off her necklace, trades it for a loaf, and offers it to the elder.) But she used what she had to keep others from giving up hope.

(He takes the food and the two bow to one another. Zoom out to frame five newly arrived stallions. One is Prince Hisan, a dark blue-gray pegasus draped in lighter gauze, with a broad gold collar and a matching band, topped by a snake’s head, that holds back his upswept, two-tone faded red mane. The tail is cut short, the eyes brown with light blue-gray shadow to match the headband’s wings positioned behind his ears, and a short, golden false beard is attached to his chin. The four behind him are identical white earth ponies with short, straight-cut, two-tone red manes/tails, gold collars, and green eyes. Servants all, they bear the same cutie mark of a snake wrapped around a staff.)

* Apple vendor: The son of the Pharaoh, Prince Hisan, was so moved by her compassion—

(Dissolve to a close-up of Hisan making a proclamation and zoom out. He stands before rows of these same white earth ponies.)

* Apple vendor: —that he decreed nopony would go hungry again.

(All bow; now he descends from the dais on which he stands and passes rank on rank of helmeted guard stallions. His steps take him past a chariot, pulled by a guard, that holds a stern-faced medium violet-gray pegasus stallion robed in a darker hue, with a broad gold necklace and matching bands on his braided tail. Both it and the mane are striped in two shades of dark grayish-red, the former straight and kept back with a gold, snake-topped headband, gold earrings hang in the ears, and a small mole rests under the gray left eye. Based on the apple vendor’s description, this must be Hisan’s father, the Pharaoh. Hisan stops before one of the Sphinx’s mighty paws.)

* Apple vendor: But when Hisan stood up to the Sphinx…

(He stomps and huffs imperiously, only for the giant to rear up, unleash an arc of flame, and snatch him. This move reveals a gold band on the foreleg not seen earlier.)

* Apple vendor: …the beast captured him… (She hovers over the Pharaoh and guards, now ringed by a full corona.) …telling the Pharaoh the only way to get Hisan back… (Fly off; perch atop a pyramid.) …was to solve her riddle!

(This structure is different from any of those seen up to now, built of darker stone with upward-projecting spires on the slopes and a statue of a lesser sphinx to either side of the entrance. The Pharaoh turns to his troops, but they all bow and back away as Somnambula steps up instead, to his noticeable surprise.)

* Apple vendor: Nopony would volunteer to save the prince—nopony except Somnambula.

(As she hits the road, the animation returns to normal and the ponies’ colors brighten visibly from their depiction on the sandstone. Somnambula’s coat has a tinge of red to the pink, and the Pharaoh’s is medium blue-violet under a darker-hued robe. She gallops away to take flight over the desert, making for the pyramid to which the Sphinx fled, and zeroes in on the doorway. As she zooms through it in close-up, the outside light fading, her dress shifts enough to expose a cutie mark of an unclasped gold necklace with two pearls at either end. The camera then cuts to an interior chamber, framing one of the Sphinx’s front paws at ground level, and Somnambula lands to face her. The clawed digits show a more vibrant shade of purple than that from her image on the sandstone, and the eyes’ pupils are narrowed to catlike slits.)

* Apple vendor: The Sphinx gave her the riddle.

(As he provides the dialogue, the relevant characters’ mouths move in time.)

* Apple vendor: “I shine brightest in the dark.” (covering face with a wing, peeking through feathers) “I am there, but cannot be seen.” (Wing down.) “To have me costs you nothing.” (leaning down over Somnambula) “To be without me costs you everything.”

(Cut to an overhead shot of Somnambula and zoom in slowly as she begins to think very hard.)

* Apple vendor: As Somnambula thought of the hardships she and her fellow villagers had experienced— (Big smile.) —she instantly knew the answer. “Hope!” she shouted.

(The Sphinx unleashes a furious, frustrated roar toward the upper reaches of the chamber. Now a deep rectangular pit can be seen behind her, filled with glowing green liquid; a rope/plank bridge leads from the edge to a pillar, on which Hisan stands lashed to a large stone carved to resemble a gem. When seen next in close-up, he proves to have a dark blue coat, deeper red shades to his mane/tail, blue-shadowed eyelids, and a gold bracelet on one foreleg.)

* Apple vendor: The Sphinx was so enraged— (Cut to Hisan and zoom out; she drops to all fours and glares down at Somnambula.) —it seemed she might still refuse to release the Prince. (Somnambula gathers herself, bows, and addresses the enemy.) So Somnambula asked her for one more challenge. But if she accomplished it, the Sphinx would leave from the kingdom forever.

(The Sphinx grins and begins to pace.)

* Apple vendor: The Sphinx quickly agreed, asking only that Somnambula “walk to the Prince,” across a deep chasm… (A band of cloth covers Somnambula’s eyes.) …blindfolded!

(The pegasus tries to dislodge it, but to no avail.)

* Apple vendor: Further, the Sphinx had cast a powerful spell— (A flare of light, and she is unable to spread her wings.) —that prevented Somnambula from flying!

(The Sphinx utters a low, reverberating laugh and pushes Somnambula to the end of the bridge. After one tentative move of a hoof, she steels herself and stands up to her full height.)

* Apple vendor: But Somnambula never lost hope. (A great bound…) She knew she’d need to make a leap of faith to save the Prince.

(…and she lands neatly on the planks, cupping an ear to get a bead on Hisan’s shouting.)

* Apple vendor: Guided by the sound of the Prince’s voice— (Walk toward him; the Sphinx glowers silently.) —she easily made it across.

(His abductor lets go with one enraged scream and flies up to exit the pyramid through a long vertical shaft. Somnambula gets one end of Hisan’s ropes in her teeth and releases him with one deft tug, and he in turn strips off her blindfold. Both turn to look proudly up toward the exit, the camera zooming to a profile close-up of Somnambula, and a dissolve shifts the view back to the hieroglyphic-style animation and muted colors. She bows.)

* Apple vendor: The Pharaoh asked how Somnambula prevailed. (Zoom out; father and son stand before her, surrounded by ranks of servants.) And she explained that she had always hoped she could make things better for her people, and that hope had carried her through.

(Hisan steps forward, a necklace of light green glowpaz stones hung over a hoof, and drapes it around Somnambula’s neck.)

* Apple vendor: The Prince replaced the pearls Somnambula gave up with a string of glowpaz. (Zoom out as it flares with light.) And around her neck, they glowed bright enough to light the entire kingdom.

(The radiance whites out the screen as he finishes the tale, then subsides to give a close-up of him in the here and now.)

Apple vendor: Forever after, glowpaz became our symbol of hope. (Appreciative murmurs from the crowd.)

Rainbow: Wow. I had no idea how special the statue was to you. Somnambula sounds like a pretty cool pony. But I bet if she were here— (Cut to Pinkie and Yearling; she continues o.s.) —she’d tell you how cool Daring Do is too, because they both fought to protect this town.

(The murmurs gain a few decibels, and the deflated writer lifts her head ever so slightly to take them in as the camera zooms out to frame the group.)

Hood: If Somnambula were here today, she would condemn Daring Do for destroying your—our symbol of hope!

(The instant souring of the mood sends Yearling into a fresh funk. She plods away from the simmering hostility, missing the looks of worry and desperation that Pinkie and Rainbow respectively send her way. Fade to black.)

Act Three

(Opening shot: fade in to the village square. The last of the crowd is dispersing, but Rainbow and Hood are still on the dais. The red-violet eyes are filled with tears, but quickly dry on their own as she turns an enraged glare his way.)

Rainbow: Hey, buddy! What did Daring Do ever do to you to deserve all this?

Hood: Only…

(In one swift move, he rips off the cloak and scarf and throws them down to reveal himself as Daring’s archrival Dr. Caballeron.)

Caballeron: …everything! 

Rainbow: Dr. Caballeron?!?

Caballeron: (leaning toward her; she backs down) Yes, Rainbow Dash. (Laugh; she drops to her haunches.) When I saw you, her closest friend, I knew that Daring Do would not be far behind. I really do owe you for leading her right to me.

Rainbow: But I—I didn’t mean to—

Caballeron: Thank you for helping me break Daring Do’s spirit by destroying her reputation. (menacingly) But I can’t have you running off and telling her my plan.

(His whistle brings four stallions on the double—Baldy, Biff, Withers, and Vest, the thugs who assisted him in “Stranger Than Fan Fiction.” Rainbow can only look from one to the next, utterly paralyzed by fear, as they close in and the view fades to black. Snap immediately to her standing upright, blindfolded and with Withers cinching a rope to bind her wings. The five villains move out, Rainbow being led by the free end of the rope.)

Rainbow: HEEELLLLP!!

(Pan quickly to a dejected Pinkie and Yearling; they stop short and whirl to face the group.)

Yearling: Caballeron?! No!

Pinkie: He’s got Rainbow Dash! Come on!

(She is gone in a pink blur and a cloud of dust, but Yearling cringes silently in place. Wipe to a long shot of the pyramid to which the Sphinx took Hisan in the apple vendor’s tale. A swirl of dust is moving rapidly toward the entrance. Pan back in the direction from which it came, showing a second swirl charging after it, then cut to Pinkie racing across the desert. Just as quickly as she started moving, she skids to a stop and crumples to the ground, heaving for breath as the grit boils and swirls around her.)

Pinkie: (between gasps) I’m…coming…Rainbow…Daaaash!

(A dim shape appears within the dust and resolves into a galloping Daring, who has shed the trappings of her alter ego. Pinkie stands to face her, instantly revitalized.)

Pinkie: Oh, I knew you’d come!

Daring: You did? I sure didn’t. What if I cause more trouble?

Pinkie: You won’t.

Daring: How do you know?

Pinkie: I just do. You wouldn’t let anything happen to Rainbow Dash. You care too much.

Daring: You’re right! (She pulls out a pair of binoculars and begins scanning the area.) Which way did they go?

(Cut to her perspective through the instrument, panning here and there and stopping on the pyramid’s entrance. The two lesser sphinx statues still flank it, but are somewhat the worse for wear after the passage of uncounted centuries. A cluster of tiny dots recedes into the blackness—Caballeron and crew with their hostage—and the camera cuts back to Pinkie and Daring, the latter putting the binocs away.)

Daring: To the pyramid!

(They race off; wipe to them charging through its dim corridors.)

Voice of Rainbow: (distant) SOMEPONY HEEELLLLP!!

(They emerge into light on the end of this and slam on the brakes, hooves coming to rest a fraction of an inch away from a sudden drop-off. On the next line, a glance down and zoom out below ground level reveal that they have come to the pit of green gunk over which the Sphinx held Hisan. However, the bridge is gone.)

Rainbow: (from o.s., closer) SOMEPONY!! ANYPONY!!

(The two would-be rescuers trade a panicked glance, then look ahead of themselves and see Rainbow tied to that self-same carved stone and still blindfolded.)

Rainbow: Pinkie Pie? Daring Do? Is that you?

Pinkie: Don’t worry, Rainbow! We’ll save you!

(As the pillar begins to sink into the pit, Caballeron’s crazed laughter drifts down from above. Pinkie and Daring look toward it; tilt up quickly to frame him peeking into the opening of the shaft through which the Sphinx fled.)

Caballeron: If my previous plan didn’t cause you to give up, Daring Do, then the shame of losing your dear friend Rainbow Dash to the slime will! (Ground level, then back to him as he continues.) Oh! And that ancient magic from the legend…is real. There’ll be no flying in the pyramid! Good luck, Daring Do!

(He ducks out of sight with one last wild laugh, and a stone slab slides into place to cut off this means of egress. Daring tries to spread her wings, but has exactly as much success as Somnambula did during her face-off.)

Daring: He’s right! We’ll never get to her in time!

Pinkie: If this really is like Somnambula’s story, then we just have to have hope that we can.

Daring: I think we need more than hope, Pinkie. (pointing ahead) There was a bridge in the story, and there’s no bridge here! What are we gonna do? (Rainbow strains against her bonds.)

Pinkie: I don’t know. But Rainbow Dash is our friend. Just like Somnambula, we need to make a leap of faith and hope that we can save her! (She dives into the pit.)

Daring: PINKIE!!

(Taking a deep breath—with the full understanding that it might well be her last—she hurls herself toward the sluggishly bubbling ooze. Instead of belly-flopping into it, though, she finds herself borne upward and ahead by a series of sudden bursts of vapor.)

Daring: Aha!

(Up ahead, Pinkie is getting the same ride. The spurts are coming from a row of nozzles that protrude above the surface of the slime.)

Pinkie: Whee! (Giggle; both land safely on the platform in close-up.) I knew we’d do it!

Daring: (touching Pinkie gently) Thanks for reminding me to never give up hope, Pinkie. (Zoom out to frame Rainbow on the start of the next line.)

Rainbow: (very snarky) And I’m kinda hoping you ponies will untie me before we all take a bath in bubbling green slime!

(Sure enough, they have sunk so far that it is beginning to lap over the edge. Daring jumps across to the knot in the ropes.)

Daring: We’re on it!

(A quick bite and pull undoes them, and Pinkie follows suit to remove the blindfold. All three bug out, riding the vapor spurts from the nozzles to make it out of the pit and then galloping for the door. Cut to a swath of desert under its unforgiving sun, the camera at ground level; Daring steps partly into view, then Rainbow, and both stare after the fleeing quintet. The next shot frames a close-up of all three mares’ grim-set faces. A look of silent agreement passes between them before they move out.)

(Dissolve to Caballeron and company on their way out of town, Biff and Withers dragging a bulky sack by the ends of its cinching rope in their teeth as Vest pushes it from behind. Daring plants herself in their path, bringing them up short.)

Daring: Not so fast, Caballeron!

(The three with the sack try to make a break for it, but find Pinkie and Rainbow in place to head them off. The rope comes undone, allowing the contents—glowpaz jewelry of all sizes and types—to spill across the ground. Incredulous gasps from the perpetrators; one loose stone bounces away and off a set of hooves, and the mare attached to them quickly puts two and two and two together.)

Mare 2: You stole our glowpaz!

(The suddenly riled-up crowd begins to close in on the thieves.)

Daring: (to Caballeron) I should’ve known you were just trying to sully my name so that you’d be free to steal whatever you wanted.

Caballeron: Of course that was the plan, Daring Do! At first, I just wanted the glowpaz. But then I saw an opportunity to write you out of the story for good! (Deranged laugh; gasps from the crowd; he gets in her face.) And with the destruction you leave in your wake, it didn’t take too much to convince ponies you were a villain! (He backs off.)

Daring: You’re wrong, Caballeron! (stomping) And I won’t let you break my spirit again, because I’m never gonna give up hope that I can protect ponies and ancient treasures from miscreants like you!

(One pony after another falls in behind her as she speaks, including the apple vendor and the desk clerk from the Get On Inn, and every eye trains itself on Caballeron with pure righteous fury. His own two, on the other hand, widen in fear as some most unfriendly shouts start coming his way.)

Caballeron: (stammering) Remember! She ruined your statue! You’re fools to believe in her!

(But they start to close in on the gang, ready to take a piece out of their hides. Before a hoof can land, Caballeron snarls through gritted teeth and leads his hench-ponies in a frenzied gallop to the open desert.)

Caballeron: YOU’LL PAY FOR THIS, DARING DOOOO!!

(With the threat gone, the locals cheer and gather around Daring, lifting her overhead in celebration for some seconds.)

Daring: (laughing) Okay, okay, that’s enough. (She is set down to face Pinkie and Rainbow.) Thanks for helping me come to my senses. You two are true friends.

Rainbow: Are you kidding? (doing aerial loop-the-loops) That was awesome!

Pinkie: (putting foreleg around Daring’s neck) We’re just glad you’re back to your old self again.

Daring: (laughing) Me too. But I’m glad I realized that even if you’re fighting for something good, you’re still responsible for your actions.

Rainbow: And if something bad happens that you didn’t intend, you shouldn’t give up hope or lose faith in yourself.
Pinkie: Yeah! All you gotta do is make it right. (Wink; lean in close.) Feel free to use that in your next book. (Back off.)

Daring: You know, I think I will.

(Pinkie claps and hugs Rainbow as both let go with a gale of joyful squeals and laughter. Daring spares them a warm glance before turning her head to gaze skyward, much as Somnambula did after saving Hisan.)

(Clock wipe to a uniformed unicorn delivery stallion levitating a brand new cart into place for the apple vendor. The oldster gapes openmouthed at it—and the inventory of fresh, shiny apples it carries—as the stallion passes him a note. He smiles at the sight of Daring’s cutie mark at the bottom, seeing that she has made good for the damages she caused him.)

(Wipe to the desk bell in the lobby of the Get On Inn; a very full, very heavy sack is dropped into view to ring it. A picture of gold coins is attached to one side to indicate the contents, which jingle on impact, and a tag with Daring’s mark is tied on to indicate the source. Zoom out slightly to frame the desk clerk, who examines the tag confusedly at first and then smiles—the explorer has settled up her bill and paid for the trashed rooms. On the wall is a picture of a downcast Daring, marked with a red circle-and-slash to denote her as a banned customer. This is pulled down, and a similarly arranged picture of a fuming Caballeron is put up in its place.)

(Wipe to a close-up of the upper portion of a very large object, sitting outside, as the tarp covering it is pulled away. Revealed is a stone head in Somnambula’s likeness, eyes blindfolded and mouth smiling, and a zoom out shows it to be part of a new statue in her honor, replacing the one smashed by Daring in the village square. It is draped in red ribbons, and others have been strung around it as a perimeter. As the villagers cheer the unveiling, Yearling turns and leaves with a quiet smile, knowing that she has put everything right here at last. The view rolls up from right to left as if it were a scroll, leaving the screen black.)


IT ISN’T THE MANE THING ABOUT YOU

Written by Josh Haber

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a Ponyville street bristling with market stalls. The camera points out from behind a display of floral arrangements and across the way as Berry Punch steps up to survey the offerings. A moment’s indecision yields to a pleased little grin; cut to outside the stall. Rose is behind the counter, Daisy and Lily off to either side, and Berry takes a bouquet in her teeth, pays Lily, and walks off. Pan slowly away from the trio and along the sizable line of customers waiting their turn, with Diamond Tiara and her father Filthy Rich joining the end. It is daytime.)

Filthy: Hmph! Looks like I’m not the only one who left Mare’s Day to the last minute.

(Diamond rolls her eyes at his lack of planning. Meanwhile, Bon Bon has reached the counter and is at a complete loss in the face of the brightly colored options.)

Bon Bon: There’s just so many. How can I choose?

(She is promptly joined by a knot of ponies all clamoring for assistance.)

Rose: Now hang on, everypony! (Silence; she tacks on a big smile.) We’ll help all of you! (Bon Bon leans into her face.)

Bon Bon: HOW?!?!?

Rarity: (from o.s.) What I would do…

(A collective gasp, and the crowd parts to reveal her standing proudly at its rear, a faint corona shining briefly around her and fading away.)

Rarity: …is pick flowers that accentuate my mane. (She flicks a curl and advances toward the stall.) It makes for a captivating color story when you present them to whomever they’re intended.

(She gives Bon Bon’s nose a playful little poke on the end of this, then uses her magic to float a bunch of flowers off the display and wrap them in paper. The overjoyed earth pony clamps her jaws around the stems’ ends and hurries away.)

 

Lily: (happily) That’s it!

(The line begins to move rapidly, its shrinkage marked by two dissolves that also shift the three florists among the positions before and behind the stall. After the second dissolve, the last stallion in the queue leaves with a bouquet as Rarity telekinetically runs a brush through her mane. The shelves have been picked nearly clean.)

Rose: Color consultations was [sic] a great idea, Rarity! Now, what can we do for you?

Rarity: (tossing head) Oh, darling, I need a dozen lavender pieces for Photo Finish’s shoot on “The Most Beautiful Manes in Equestria.”

(The three are a bit caught out by this, finding nothing in easy reach but a single sheaf of mixed blossoms.)

Rarity: I know you’re swamped, but it’s for Vanity Mare. (flicking a curl) She’s going to take pictures of my mane, so color coordination is a must.

(She ends this line by steepling her front hooves together and offering up her best imploring grin and shining eyes. A beat of silence, and the proprietors smile.)

Rose: Anything for you, Rarity.

(The white unicorn grins dazzlingly in close-up. Behind her, the background dissolves to a roomful of indoor fans going like sixty. Every purple hair on her head and rump waves vigorously back and forth in the wash as the camera zooms out slowly; she addresses herself o.s.)

Rarity: Have you a single big one? If the wind came from one direction, it would really intensify the effect.

(Cut to just behind her shoulder; she is speaking to Mr. Breezy, the fan shop proprietor seen briefly in “The Show Stoppers.” Standing behind a counter at a cash register, he speaks with a slight Irish brogue.)

Mr. Breezy: I don’t. Uh, but I could make you one. It’s not like I’ve got anything else to do.

(She follows his glum gaze across the shop and finds it to be bereft of any other signs of life. The door opens to admit a stallion, who leaves in a very big hurry to chase down the hat that gets blown off his head by the fans.)

Rarity: Hmmm…I do enjoy the windswept look, but other ponies might need to see it before they feel it.

(Mr. Breezy ponders for a moment, then grins under the impact of an inspiration. Cut to just outside his front window; the rows of fans are swiftly yanked away in Rarity’s aura, he plops a single unit at one side, and she floats a mare mannequin with a voluminous mane/tail in to stand before it. As soon as Mr. Breezy hits the power switch, the masses of synthetic hair begin streaming wildly backward. Zoom out to frame several curious onlookers, then cut to just inside the shop. Rarity uses a bit of power to straighten Mr. Breezy’s bow tie just before door opens and they enter, instantly all a-murmur upon seeing the goods. His amazed grin is met by a supremely confident, cocked-eyebrow smile from Rarity, and he surprises her by wrapping her up in a crushing hug. Once she levitates a curl free from being pinned against her neck by his foreleg, she offers him a warm smile and reciprocates the embrace.)

(Dissolve to an extreme close-up of the head end of a couch as she drapes herself over it, mane unrolling indulgently across the cushion. On the start of the next line, cut to frame her in the Quills and Sofas shop and addressing its proprietor Davenport, who holds a document.)

Rarity: My mane will be flowing over the chaise in the tableau I have in mind. But I was hoping to choose the color?

(His face registers a touch of concern, and the camera zooms out to frame more of the showroom as she lets her eyes flick around it. An elderly mare is scrutinizing a different sofa, and one wall is given over to racks of the quills that constitute the other major item in his inventory.)

Rarity: Could you make one in a pale yellow? I need something across the color wheel from… (flicking a curl) …this. (Airy laugh.)

Elderly mare: Oh, if these came in different colors, I’d buy one for every room!

Davenport: Hmmm…sales have been down. (He thinks and mutters to himself, then smiles.) More colors it is!

(Rarity allows herself a pleased little grin, and the elderly mare tips some coins out of a pouch in her teeth and offers them. The grin is joined by a wink in Davenport’s direction. Dissolve to an extreme close-up of the bell hanging above a door in Sugarcube Corner. The door is thrown open to ring it, and a zoom out frames Rarity entering from outside as she runs a floating brush through her mane. Streamers line the walls and doorframe.)

Rarity: Pinkie? I need to put Photo Finish in a good mood. And nothing creates a better mood than your confecti— (staring wide-eyed) —ooh.

(Cut to Pound and Pumpkin Cake sitting in front of the display case. A cupcake with a lit candle has been set before each toddler, and a few bits of confetti litter the floor.)

Rarity: (from o.s.) Am I interrupting? (Pinkie Pie leans into view.)

Pinkie: We were just celebrating the anniversary of the twins’ first sneezes!

(Giggle; cut to a longer shot that frames the entire shop floor. Treats, gifts, and party favors cover the tables, and banners and strings of paper cutouts in the twins’ likenesses stretch overhead. Pinkie nips an accordion out of its case with her teeth, flips it back overhead, and catches its ends with her forelock and the tip of her tail while clearing her throat.)

Cheerful accordion/xylophone melody, leisurely 4 (F major)

(As she plays, she leans over to poke Pumpkin’s nose.)

Pinkie:        Just about one year ago, there was a tickle in your nose

(A hug for Pound; she mashes her own nose, snorts loudly through it as she sings, and stands up to let her instrument drop.)

                You snorted through the nursery, happy sneeze-iversary

Song ends on a B flat major chord

(She picks up an aerosol can, holds it in front of her face, and pretends to sneeze three times while pressing its button with her forelock. It sends out tendrils of yellow “silly string,” the last one rapidly and completely filling the screen. Snap immediately to the shop floor, now festooned with ropes of the stuff at all levels from ceiling to floor; of the four inhabitants, only Pinkie has emerged completely untouched. The can lies discarded by the accordion case.)

Rarity: (sourly) Congratulations.

(The twins choose this moment to blow out the candles on their cupcakes, the view snapping to black at the same moment.)

OPENING THEME

Act One

(Opening shot: fade in to a more-or-less empty stretch of the shop floor, seen from above. A hand mirror is shifted into view, presenting an all-too-clear image of Rarity and her gunked-up mane; she floats up her brush to attack, but only manages to get it stuck good and tight. A cry of distress gives way to an annoyed glare directed off to one side.)

Rarity: Pinkie! I can’t have Photo Finish shoot my mane like this! (Cut to frame the whole room.) And this party string won’t come off!

Pinkie: Oh, that’s because it’s not just party string. It’s super-sticky celebration string!

(Rarity lowers the mirror and lets go with a soft, menacing growl that takes the wind out of the pink pony’s sails.)

Pinkie: Sorry. (Both twins throw their cupcakes aside.) I guess my sneeze-iversary was a little too sneeze-ebratory.

(She offers up a weak giggle as Pumpkin jumps on the prone Pound, but Rarity’s only response is a shuddery little sigh followed by a slightly crazed grin.)

Rarity: It’ll be fine, Pinkie. I will find a way to clean this up before the shoot tomorrow. (She moans quietly and lets the mirror drop all the way.) Actually, you might consider doing the same.

(Only now does the pink party expert take full notice of the twins. She darts over and tries a rapid succession of strategies to dislodge them from the floor—pull, push, kick—but they are stuck fast due to the contents of that aerosol can. Brute force yields to brainpower in due time.)

Pinkie: If only we had some kinda super-sudsy mane-conditioning shampoo for you, and a magical cleaning remover potion for me!

(One puzzled shrug later, she whips a crowbar out of her mane and starts trying to pry the babies loose as Rarity gasps happily.)

Rarity: That’s it! We’ll pay a visit to Zecora! She’s a wonder with a caldron. I’m sure she can mix up a fix for both of us.

(Having had no luck so far, Pinkie stomps both front hooves on the free end of her crowbar and finally gets Pound and Pumpkin loose—from the floor, at least. However, they end up stuck to either side of her head.)

Pinkie: (gesturing toward counter) That’s good, because it would take forever to yank all those baked goods out of this super-sticky celebration string.

(Zoom in on one open box, heavily encrusted with the adhesive, then cut back to the four.)

Rarity: (hesitantly) I think you may still have some baking to do.

(Dissolve to an extreme close-up of a patch of spiderwebs at ground level on an outdoor path. A bit of magic pulls them up and away as Rarity’s hooves advance into view, and Pinkie’s own four hop blithely after them. Pairs of glowing yellow eyes open in the shadows of the undergrowth, and a long shot establishes the path as leading through the Everfree Forest. More eyes peer inquisitively after the two mares as they push through a stretch of overgrown foliage. Pinkie has removed the twins from her head, but now has quite a load of twigs and leaves caught up in her mane and tail.)

Rarity: I do wish Zecora lived in town. One shouldn’t have to brave the darkest part of the forest for shampoo. (Pinkie drops into a walk.)

Pinkie: Do you think Photo Finish would want to take a picture of my mane?

(Both stop and she fluffs it with a grin, the camera cutting to a close-up; a bird emerges from the thick bushes and flies away past her. Zoom out to frame Rarity on the start of the next line.)

Rarity: W—um… (Clear throat.) …I’m not sure that your style is quite right for this particular photo essay. (walking on) Photo Finish traveled everywhere in her search for the most beautiful of manes.

(Pinkie shakes her head vigorously, sending a twig flying to smack against one pair of prying eyes and eliciting an animal whimper. In a head-on close-up, she catches up to Rarity, all the debris now gone from her mane and tail.)

Pinkie: Even Yakyakistan?

Rarity: Well, yaks don’t have manes per se, and I’m not sure their style is quite what she’s looking for either.

(A splash brings them both up short; tilt down to frame the puddle she has just stepped in, then cut to a close-up of her staring disconsolately into its wavering surface.)

Rarity: Though at this moment, neither is mine! (Pinkie’s hoof plants itself in the water.)

Pinkie: (from o.s.) Don’t worry. (Both again.) Zecora will absi-tively be able to help! (She hops ahead.)

Rarity: I’m sure you’re right.

(She leans down to one group of eyes with sudden great animosity.)

Rarity: Listen, spooky eyes! Why don’t you take a picture? It will last longer!

(They all clear out in a burst of frightened squeaks and chitters, and her outrage melts into self-pity just as rapidly.)

Rarity: On second thought, don’t. (galloping off) Getting my picture taken in this state is what I’m trying to avoid!

(Dissolve to the exterior of Zecora’s hut, zooming in slowly.)

Rarity: (voice over) Are you certain that’s safe?

(On the end of this line, cut to an extreme close-up of a handle dangling from the end of a vine rope inside. A striped hoof reaches up to pull this; tilt up through the height of a bamboo framework and stop on a wooden mug poised above a hollowed-out vertical branch. The rope runs over a pulley and is tied to the mug’s handle, and Zecora’s tug tips it over to empty the violet contents into the branch; two lower outlets send the liquid in different directions as a puff of vapor wafts up.)

Zecora: (from o.s.)                 I’m sure they seem strange, but my methods are mine.

(One flow sets a small wheel to spinning and turns yellow and then green; the other touches three hanging leaves, turning them to dust, and goes green before returning to violet.)

                                After all, I’ve been doing this for quite a long time.

(They land in dispensers above separate caldrons and drip slowly in. After stirring one of them with a mouth-held ladle, she transfers a load to one of two empty bottles on a waiting stool. Cut to Pinkie and Rarity, standing before a bare table; the potion expert sets this bottle, now full and corked, before them.)

Pinkie: I’ll have those cupcakes cleaned off in no time!

Rarity: You really should bake new ones.

Pinkie: Nah.

(The second bottle goes on the table, also filled and stoppered. Both are identical in every detail, including the color of the liquid within, and neither bears any label or identifying mark.)

Zecora: (to Rarity)                For your mane, of course, just soap will do,

                                So use my super-sudsy shampoo.

Rarity: (laughing, toying with mane) Oh, what a relief! I can’t tell you how worried I was that my mane wouldn’t be ready for the shoot.

(It takes her a bit of effort to pull her hoof loose; she smears its residue of celebration string onto her chest with an airy giggle.)

Zecora:                                 You were right to be concerned.

(running a hoof through her mane)        Manes are tricky, I have learned.

Rarity: (groaning loudly) Pfft! Tell me about it!

Zecora:                                Cleaning is simple, but a magical fix

(pacing away)                                 Could cause any number of troublesome tics.

Pinkie: Really? (Zecora is back at the caldrons; zoom in slowly.)

Zecora:                        Ohhh, there are tales I could tell to make your hair stand on end.

                                Horrifying, terrifying attempts to mane-mend!

(Cut to Pinkie and Rarity.)

Rarity: Well, I do enjoy a good yarn, but I’m not sure I could take any more mane fright today.

Pinkie: Well, I love a good scary story! (Giggle.)

(The white mare magically lifts one bottle from the table and starts for the door, but stops at Zecora’s next words.)

Zecora: (from o.s.)                There’s the contagious frizz that spreads friend-to-friend,

(crossing to table)                Or the story of the infinitely splitting end.

(Rarity rears up with an affrighted cry, jolting the table and sending the bottles bouncing across the floor to stop at Zecora’s hooves. They are quickly levitated back up, and she keeps one in her aura while setting the other on the table with a shaky little laugh.)

Rarity: (hastily, turning to door) Mmm—yes, well, very entertaining, uh, thanks for the shampoo, ta-ta!

(One bound takes her out into the wild woodlands; the sound of her pounding hooves fades as Pinkie turns to Zecora with a smile.)

Pinkie: Anything about curls that keep on curling until your whole body is one big curl?

(She demonstrates the idea by elongating her neck and coiling it into a spring. The zebra is more than a bit surprised, but comes up with a humoring chuckle.)

Zecora:                 There is one story I nearly forgot,

                        Of an earth pony who needed to clean up her shop.

Pinkie: Wooow! That’s just what I have to do! Ha! Weird.

(Accompanied by her body whirling in place while her head remains stationary, so that she ends up with her anatomy back to normal. This line brings a slightly unamused look from Zecora, but it lasts only a moment before she smiles and paces the floor.)

Zecora:                Perhaps it’d be better if I were more clear.

(She indicates her open door.)

                        You can’t clean up Sugarcube Corner from here.

Pinkie: Gee, Zecora. I can take a hint.

(The magenta forelock snakes around the remaining bottle and lifts it away; cut to just outside the door as she steps to the threshold.)

Zecora:                With just a few drops, any mess you’ll improve

                        If you focus on that which you want to remove.

Pinkie: It won’t be hard to focus on the super-sticky celebration string. (hopping away) It’s kinda the only thing you can see.

(She leaves a mildly concerned zebra in her wake. Dissolve to a patch of floor within Sugarcube Corner; three cloths extend into view—one on her hoof, the others covering smaller ones—and are joined by the now-open bottle in her forelock.)

Pinkie: (from o.s., dosing each cloth) Zecora said it would only take a few drops, but I figured we should all chip in.

(A longer shot frames the messy shop floor; she has recruited the twins to help with the cleanup.)

Pinkie: Just in case! (scrubbing a box of cupcakes; suds start to bubble up) Remember to only focus on the party string. We don’t want to accidentally remove anything else.

(The babies ply their cloths on one another with a giggle, raising more bubbles, and Pinkie notices the effect on the box she is cleaning.)

Pinkie: Ooooh! Sudsy!

(She giggles merrily as soapy clouds begin to spread across the floor. A particularly large one floats up past the camera in the foreground; behind it, the view wipes to a bathroom within the Carousel Boutique. The shower is running, and Rarity is visible only as a silhouette beyond the closed curtain that encircles the bathtub. She sings to herself a bit as the camera zooms in slowly. Her bottle of Zecora’s brew sits at the edge of a mirrored vanity.)

Rarity: (tossing head) Ah! A relaxing shower really gives you the chance to focus on the fabulosity of your mane.

(A carefree laugh and sigh mark the magical removal of the cork and the bottle’s journey behind the curtain. She sniffs at it.)

Rarity: Not the most pleasant scent— (dumping it over her head) —but it gets the job done.

(She hums to herself while sending the bottle back to the vanity and lathering up. Cut to her favorite robe and a folded towel lying ready on a countertop; these are lifted away under her influence, the shower flow stopping, and the camera returns to the tub. The curtain is opened, and the mare of the house steps out wearing the robe and with her mane covered by the towel. Once she has moved o.s., the latter item is floated back to the tub and wrung out before being draped over the edge. The next shot is a close-up of the vanity mirrors; even steamed up as they are, a hazy image of Rarity and her scrambled, sodden mane can be discerned. Her field brings up a squeegee to clear the center mirror and expose what used to be an elegant coiffure. Most of her mane is simply gone, leaving only spots of stubble around her horn, and the remnants look as if they have fallen victim to a set of psychopathic hedge clippers. If the abounding soap suds from Pinkie’s cleanup campaign had suggested a mix-up of the two bottles, this revelation etches it in stone.)

Rarity: My mane feels lighter alr—

(She cuts herself off, face distorting into a stare of utmost, brain-liquefying horror. Cut to just outside the Carousel Boutique’s second-story windows and zoom out quickly to frame the entire building in time with a scream forceful enough to shake the vicinity. Snap to black, the sound becoming instantly muted and dying away a moment later.)

Act Two

(Opening shot: fade in to Zecora tranquilly stirring a caldron in her hut. She brings the ladle out and takes a sip just before the door behind her swings open. The interruption causes her to spit out her mouthful; on the front step is Rarity, clad in a dark gray hooded cloak that leaves only her face and hooves exposed.)

Rarity: It’s important that you know that I am not pointing hooves, but—

Zecora: (turning to her)        I don’t understand. Is that you, Rarity?

                                Why would you think to point your hooves at me?

Rarity: (smiling uneasily) Let’s just say I understand why your shampoo hasn’t made a splash in the marketplace.

(With an almighty cringe, she lowers her hood to expose the follicular wreckage. Zecora recoils before the extent of the devastation.)

Rarity: (sighing) Goodness, Zecora, you could at least pretend it isn’t that bad!

Zecora:        I’m sorry, my dear, but there’s nothing to say.

                You just took the wrong potion from here yesterday.

Rarity: (smiling) Oh, thank goodness! (toying with strands) I thought maybe your shampoo had triggered early-onset mare pattern baldness.

Zecora:        No, this lack of hair was put into motion

                When you mistakenly washed with remover potion. (She crosses the hut.)

Rarity: (laughing lightly) Oh, what a relief! (crossing to a stool) Well, if you could just whip up a cure, I’ll be on my way. (sitting, levitating out an open scroll) So much to do before the shoot tomorrow.

(Zecora turns away from her caldron to face the ravaged unicorn.)

Zecora:        As I mentioned before, there’s no easy fix.

                Mane-mending magic’s the trickiest of tricks.

Rarity: (distractedly) Hmm? Ooh? Uh, sorry?

(The naturalist takes hold of Rarity’s horn and uses it to tilt her head forward for a better look, while the scroll goes to the floor.)

Zecora:        I doubt that your mane has left us forever.

                There’s a chance we can fix it, I think, if we’re clever. (She paces away.)

Rarity: (stammering badly) Wait. There’s a—there’s a chance? (standing on stool) You think?!

Zecora:        I need to focus if I’m to work any faster.

(She pulls a plant bulb down from the ceiling on its stem and shakes pollen into the brew.)

                One wrong ingredient spells utter disaster.

(As soon as she releases her grip, the bulb snaps up and out of sight.)

                You should go finish your list of to-do’s.

(stirring)         Keep your mind off of all of these mane-losing blues.

(Rarity grimaces fearfully and levitates her scroll. Dissolve to the flower sellers’ stall, restocked with both bouquets and customers. Bon Bon accepts one from Daisy and departs; zoom out to put Rarity in the fore, hunkered down behind an apple stall to keep a clandestine watch on the proceedings. She lets out a quivery sigh and turns away after a moment. Her hood is still down.)

Rarity: There’s nothing to worry about. (floating list out from cloak) Zecora will have a cure before I’ve even finished my to-do’s. (unnerved) But I don’t know if I can even show my face looking like this!

(A sharp gasp snaps her out of these ruminations; pan slightly to frame Caramel and a filly standing thunderstruck just behind her. The voice is his, and the youngster swiftly launches into a loud crying jag; he tries to comfort her as Rarity puts her hood up and hastens away. At the flower stall, Rose bundles up a collection of blooms for a mare, who sets her teeth into them and exits to make room for the hunched-down Rarity. Rose considers her with some trepidation, glancing at one side of her covered head and then the other before looking her straight on.)

Rose: I’m sorry, miss, but I can’t match your mane if I can’t see it.

(One white hoof goes up to push the hood back, but the big reveal is cut off by the sudden arrival of Carrot Top.)

Carrot: (fluffing her mane) What about mine?

Rose: Marigold, I should think.

Rarity: Um, sorry, I, uh, believe it was my turn and—and I— (stammering badly) —I just need to pick up some— (Rose presents a bunch to Carrot.)

Carrot: Perfect!

(As soon as she gets her jaws on them and clears off, another mare takes her place.)

Mare 1: Now me!

(Rarity tries to move up, but gets a faceful of the new arrival’s tail instead and decides to get gone, tears pooling in the blue eyes. Wipe to just inside the closed door of Mr. Breezy’s shop; a burst of magic turns the knob to open the way for a re-hooded Rarity. The sound of a running fan is heard, and on the start of the next line, the camera cuts to the stallion in charge and a trio of ponies, all watching the mannequin/fan display that Rarity and Mr. Breezy set up in the window.)

Mare 2: It’s wonderful how this display shows that your fans provide just the right amount of air.

Mr. Breezy: (tipping cap) Well, I owe it all to Rarity.

(Puzzlement flickers over his face; cut to his perspective as Rarity joins the group.)

Rarity: Oh, so kind of you to say. I-I—

Mr. Breezy: (holding up a hoof) Uh, kindness has nothing to do with it. (Back to him.) Rarity always knows how to make something look its best, probably because she looks so good herself. (nudging her knowingly; she looks bashfully away) That ain’t something us non-fabulous folk here can understand.

(The use of that adjective toward her brings up a stricken little gasp.)

Rarity: Non-fabulous?

(Sounds of agreement rise from the three browsing ponies, but quickly subside as she slinks away with her head hung low. Wipe to a head-on close-up of her walking down a street, casting anxious glances from side to side and raising a hoof to keep others from getting a good look at her face. A wave of surprised murmurs stops her in her tracks; the source proves to be a considerable line outside Quills and Sofas. Zoom in slowly on Davenport at the door; a yellow-upholstered item is prominently placed in the front window, matching Rarity’s Act One request.)

Davenport: Now I appreciate everypony’s interest in our new sofa colors, but the yellow one is spoken for. (Rarity puts her head up at the back of the crowd.)

Rarity: (softly) Oh, thank you, Davenport. Um, perhaps I can pick it up once everypony lea—

Berry: I’ll give you twice whatever the pony who wants to buy the yellow one is paying!

Mare 3: Three times!

Rarity: (normal volume, flustered) But—but—I—I—

Davenport: Sold!

(He pivots to enter the shop, followed by all the customers. As Rarity turns to leave, one of them steps on the hem of her cloak, causing the hood to drop around her shoulders. Eyes swivel her way, voices gasp in shock, and Rarity manages only a little gasp as she covers her head again. She then flees the scene with a cry of terror.)

(Dissolve to the upper reaches of the library in the Castle of Friendship and tilt down slowly to frame an overhead shot of the floor. Rarity has hunkered into one of the well-padded armchairs around a table stacked with books, her hood back up, and Twilight Sparkle and Starlight Glimmer are on hand to listen.)

Rarity: I can’t believe how differently ponies treat you when you can’t command their attention. (She buries her head in her forelegs; ground level.)

Twilight: Are you sure that’s what happened?

Starlight: Wait. You can’t command ponies’ attention because your mane’s messed up?

(She very nearly misses the “cut it out” gesture that Twilight frantically sends her way.)

Rarity: (acidly) “Messed up.”

(She straightens and throws back her hood, levitating a reading lamp closer so that its glare throws her features into sharp relief.)

Rarity: (crazed) Does this look “messed up” to you?!?

(Twilight and Starlight gasp at the sight, and Rarity’s fit breaks just as quickly as it came, the lamp settling back into place.)

Rarity: Honestly! How hard is it to pretend it’s not so bad? (She picks listlessly at a strand.)

Starlight: Hard.

Rarity: If today is any indication of how ponies will treat me from now on, I can’t simply wait to see if my mane grows back!

(Pulling the hood up, she contracts into a little dark gray ball of misery. The Princess and her student exchange concerned looks before the former moves toward the chair.)

Twilight: (touching Rarity gently) I’m sorry, Rarity. I’m sure nopony means to make you feel worse than you already do. (Starlight takes her place.)

Starlight: Didn’t you say Zecora was working on a cure?

(The edge of the hood shifts just enough for two narrowed blue eyes to glare out from beneath.)

Rarity: (dramatically, sitting up, throwing cloak wide) Yes, well, even if everypony isn’t utterly indifferent to my presence, Zecora might not be able to fix this in time for the shoot!

(She pushes the hood down on “this,” then throws herself at Twilight’s hooves in close-up after she finishes.)

Rarity: Can’t you do a spell to restore some semblance of my mane?

(Those blue eyes turn imploringly upward, the camera following them to stop on two properly rattled mares.)

Starlight: The thing is, it’s pretty much like Zecora said. Fixing manes with magic is— (Rarity springs to her hind legs, pitching both aside.)

Rarity: (borderline unhinged) Tricky! I know! I don’t care! Make with the tricks! (One eye starts to twitch warningly.)

Starlight: (shrugging confusedly) Huh?

(This last is meant for Twilight, who responds with a resigned moan and lets fly with a wide-angle blast from her horn. The energy lifts Rarity off her hooves as it fills the screen; fade immediately in to an extreme close-up of the white face with eyes shut tight. She risks a look from one, and the camera zooms out quickly as she regards the end result—a two-tone, blue-green style very similar to those worn by the denizens of the Crystal Empire. She pats her new forelock with a grin; pan quickly to a street in that far northern realm, where a stallion rubs a hoof over a scalp dotted only with stubble. The coloration of his tail matches that of Rarity’s new mane—the spell has literally snatched him bald—and he cuts loose with an ear-splitting scream as several bystanders gape at him.)

(Pan quickly back to Rarity, lost in the glory of once again having a mane to pat into place. Within seconds, though, it cracks and shatters like glass; the fragments rain down around her as her trashed tresses spring back into view. She turns to Starlight, who unloads a beam of her own; when this subsides, the designer is sporting a brown pompadour. The touch of a hoof reveals this to be rather more solid than she might like, and a bird flits across to start pecking furiously at it—solid wood. Rarity waves it away, and Starlight watches it exit; cut to a fresh hole in one of the doors, the exact shape and size of the ersatz toupee, marking the source of the material. After the bird flies out through the new gap, Twilight’s magic wraps itself around the handle to open the door and she steps out to look at it from the other side.)

Rarity: (from o.s.) This won’t do! (Cut to her, sitting by a table.) I need an actual mane!

(Head meets surface despondently as Twilight and Starlight cross to her.)

Starlight: But it has to come from somewhere.

Twilight: Well, you can’t just make a mane with magic. The results could be disastrous. (Rarity leans hard into her face.)

Rarity: (gesturing to her own head) More disastrous than this?!?

(A slam of cranium against table shakes a stack of books on it, knocks the wooden toupee free, and lets the purple mess spring forth once again. Wipe to a close-up of a stoically determined Twilight, who uncorks a fresh spell, then cut to Starlight doing the same. Both arcane power surges hit Rarity from opposite sides, narrowing their focus and growing in intensity to fill the screen. Snap to a long shot of the Castle and zoom out as blinding white light pours from every window, blanking out the entire view before subsiding. All is quiet on the royal front until masses of hair in a riot of colors spill from every available opening.)

(Dissolve to an extreme close-up of a few runaway locks in the library. Spike advances into view, clipping at them with scissors, and gathers up a large wad of hair; in a longer shot, he stows the load in an already-overflowing wheelbarrow and trundles it all away. A sigh from the o.s. Twilight; pan across the room to frame her and Starlight, half-knocked out in the seats surrounding the table where they first found Rarity. The subject of their experiments stands up into view and dispiritedly drapes a few loose purple strands over her forehead.)

Twilight: I don’t think there’s anything else we can try.

Rarity: (whirling to her; the hairs fall off) W-We—but—but—but Zecora said there was still a chance!

(The doors behind her swing open to admit that self-same zebra.)

Zecora:        At last, Rarity, I have searched for so long!

(entering)        What I told you before was totally wrong.

Twilight: Zecora! (flying to her; Rarity follows) You found a cure? That’s amazing!

Rarity: (sighing happily, hugging Zecora) You mean I’ll get my fabulous mane back in time for the shoot?

Zecora: (pushing her back)         Oh, no. I’m afraid I can’t fix it before the big shoot.

(ruffling Rarity’s mane)        But in time, the hair will grow back from the root.

(Horror-stricken, the unicorn slithers her hood back into place.)

There’s no magical cure to hasten us through it,

                                Unless you went backward in time to undo it.

(Rarity uncovers her head and shoots a beseeching grin to Twilight and Starlight.)

Starlight: (as Twilight shakes her head) Uh-uh. I think we can both say that’s not a good option.

(Once again Rarity balls up under her cloak, this time on the floor, with a moan that shifts into a gale of sobs. Twilight offers a few consoling pats as the view fades to black.)

Act Three

(Opening shot: fade in to the exterior of the Carousel Boutique and zoom in slowly.)

Rarity: (voice over) I have always believed that the right outfit can make up for any other areas that are lacking.

(Cut to her upper-story workspace/living quarters on the second half of his line, framing her as a silhouette behind a translucent folding privacy screen. Applejack, Fluttershy, and Rainbow Dash stand watching her as she floats a dress down from its resting place draped over the screen’s edge and dons it. Cut to the three-mare audience, trading uneasy looks.)

Rarity: (from o.s.) But I will need your honest opinions.

(Out she comes, having shed her cloak at last. The dress is sleeveless, with alternating pastel yellow and blue layers accented by magenta trim; the belt and necklace are gold, the latter set with a large jewel. She makes a half-hearted “ta-da” sound, but quickly lets her feigned enthusiasm evaporate and fluffs what is left of her mane.)

Rarity: How awful is it?

Applejack, Fluttershy, Rainbow: (Rainbow covering face with a wing) Uhhh…

(Her cat Opalescence delivers the final verdict by springing up from the bed with an affronted yowl and peeling out.)

Rarity: Oh, come on! Can’t anypony pretend it’s not bad? (Rainbow gradually lowers her wing.)

Fluttershy: We could, um, try.

Rainbow: (tentatively) Maybe…?

Rarity: (voice slowly breaking, mussing mane, pacing) Well, if any of you have an idea how to make this disaster look good enough for Photo Finish’s piece in Vanity Mare on “The Most Beautiful Manes in Equestria,” I’m open to hearing it!

(She does her turtle-in-its-shell impression for the third time on the end of this line, balling up on the floor and magically pulling the skirt forward to cover her head as she degenerates into sobs. This shot reveals that her tail, previously either covered or out of view, has fared just as poorly as her mane. The spectators advance toward her with unexpected smiles.)

Applejack: Is that all?

Rainbow: No problem! (Rarity peeks out.)

Rarity: (small voice) Hmm?

(Getting a nod from Fluttershy and a grin from Applejack, she allows herself a tiny grin with just a sliver of hope. Dissolve to a long shot of the main barn at Sweet Apple Acres and zoom in slowly. As Big Macintosh and Sugar Belle amble off toward the orchards together, Applejack leads a re-cloaked, re-hooded Rarity across the yard toward a couple of cows. One of them is being milked by a figure whose features are completely hidden by a long dress and bonnet, and a close-up from behind picks out the thick blond braids that hang down from either side of the head. Zoom out slightly to frame the pair watching.)

Rarity: I don’t understand, Applejack. How is milking a cow going to help?

Applejack: (crossing to milker) That’s just it. It looks like we hired a new milkmaid.

(Who chooses this moment to stand up and pivot, revealing her identity as Granny Smith.)

Granny: (flicking one braid) This is pretty close to my color as a young’un.

(She removes the bonnet—with the braids attached—and Rarity steps closer to examine it.)

Applejack: Just a little down-home ingenuity. (Rarity drops her hood; the bonnet goes on her head.)

Rarity: It’s a good idea, Applejack, but— (stroking a braid) —Photo Finish is looking for the most beautiful manes, not bonnets.

(She floats the rig away dejectedly on the end of this line, letting Applejack take hold of it again. A bird flies in, grabs a wisp from one braid in its beak, and is gone before the rest of it can fall loose—hay or straw. Applejack offers an embarrassed laugh that fails to mollify the unicorn.)

(Dissolve to an expanse of sky in which Rainbow arcs up to grab a small cloud; she bulldozes it down to the top of a small hill on which Rarity is standing. They are in a meadow outside Ponyville proper.)

Rainbow: This’ll do the trick. (Plop it on Rarity’s head.) Just you wait.

(A few tight, fast circles turn the mass of water vapor into a collection of curls in pale grays and whites, and a levitated hand mirror elicits a gasp from Rarity once she sees the end result.)

Rarity: (toying with a curl) You know, this is really quite fetching!

Rainbow: Yes! (Mirror down.) Nailed it!

(Only figuratively, though, as the newly styled wig fails to stay on Rarity’s head when she starts to walk. It remains exactly where it is, in midair at scalp level, and disintegrates after only a few steps to bring her to a stop. Rainbow grimaces at the botched trial.)

Rarity: (slumping gloomily) Just not portable.

(The pegasus groans softly and puts a hoof to her face. Wipe to the backyard of Fluttershy’s cottage and zoom in slowly on her and several animals; Harry the bear sits on his haunches to work intently on something, his back to the camera. A head-on close-up sees him constructing a small shrubbery with tufts of leaves and grass sticking out at random angles, and in due time he presents a twig for Fluttershy’s consideration.)

Fluttershy: (pointing) There!

(Once Harry has carefully inserted it in the indicated spot, he spreads his arms wide in triumph and the camera zooms out. The mass of greenery has been assembled on Rarity’s head, but neither she nor Fluttershy is particularly thrilled at the result. One of the leaves drops out.)

Rarity: (crushed) Oh, let’s face it. We’ll just have to call Photo Finish and cancel.

(The bird that stole the piece of straw from Granny’s braided bonnet perches on her head and tucks it in among the boughs as if making a nest, and Fluttershy grins lamely as Harry looks away and taps his claws together with a sad grunt. Dissolve to an overhead shot of Twilight, Applejack, Fluttershy, Rainbow and Starlight approaching the front door of the Carousel Boutique. Rainbow is the only one in the air, and Applejack no longer carries the bonnet.)

Twilight: I think we all know how bad Rarity’s been feeling— (Ground level; profile close-up.) —but I never thought she’d cancel her shoot with Photo Finish. (Rainbow swings down to her.)

Rainbow: You saw her mane, right? (Pan back to the other three.)

Applejack: But it’s Rarity. If anypony can turn lemons into lemonade, it’s her.

Fluttershy: I guess it’s harder for her when she feels like the lemon. (All stop.)

Twilight: Well, she’s not a lemon. She’s our friend, and right now she needs our support.

(Four smiles and a salute from the airborne mare prompt her to knock on the front door.)

Rarity: (listlessly, from inside, muffled) Come in.

(Twilight works the handle; cut to inside the door as she opens it, ringing the bell that hangs above. The showroom is dimly lit, and the mannequins are partly/totally covered with sheets. All five gather to look in from the doorway, and one of Rarity’s hooves rises limply into view, projecting from a sleeve of her robe.)

Rarity: (from o.s.) Would you mind closing the door?

(Cut to her, sprawled across a couch and surrounded by empty tubs of ice cream and full boxes of tissues. The hoof finds its way down to rest across her forehead, which has been cleared of Harry’s try at an arboreal mane replacement.)

Rarity: I’m more comfortable in the dark.

(All the lights flick on, surprising her greatly, and she turns to bury her face in the cushions as Opal emerges from a spent tub.)

Applejack: (fed up) Okay, Rarity. (The group enters.) You’ve done just about enough sulkin’. Havin’ a fabulous mane is a wonderful thing, but it ain’t the only thing.

Rainbow: Yeah! And we’re here to remind you how awesome you are, mane or no mane. (Rarity sighs; Opal stretches.)

Rarity: It’s lovely of you to say, but it’s hard to argue with cold hard facts.

(She thumps a hoof against the cushions on each of “cold” and “hard,” prompting Opal to jump up to one armrest, and lets her head flop to the other one on “facts.”)

Fluttershy: What facts are those? (Rarity lifts her head; zoom in slowly.)

Rarity: (wearily, flicking her mane) That without my mane, I simply can’t shine as I once did, and ponies treat me like the sad invisible pony I’ve become.

(She floats the nearest ice cream tub and a spoon over to her face and starts to eat.)

Twilight: Rarity, you’re not invisible. (She and Starlight smile.) You’re our friend. A friend who’s started a fashion empire.

Fluttershy: A friend who made us all feel beautiful in her lovely creations.

Rainbow: A friend who’s stuck by us no matter what!

Applejack: A friend so generous that she once chopped off her own tail to help a sea serpent!

(This litany of her achievements prompts her to sit up out of her self-pity, and Twilight crosses to her while using her own magic to remove the spoon and return it to the container.)

Twilight: I know you lost some confidence when you lost your mane. But unlike your hair, confidence is something you can get back right now. (She pulls Rarity into a hug.)

Rarity: Goodness! You’re right! The only pony behaving differently today was me! (She stands, knocking the tub away.) Besides, one doesn’t shine from the outside in.

(A bound and a few steps take her behind a privacy screen—the same one she used at the start of this act, or an exact duplicate—and her magic goes to work. Studded bracelets and lengths of dark purple fabric are pulled in after her, and the sounds of rapid-fire tailoring drift back out.)

Starlight: (worried) Um, Rarity? (More bracelets drift past.) What are you doing?

(Cut to ground level and pan slightly to follow Rarity as she emerges into full view. Seen from the chin down, she has outfitted herself in a sleeveless, belted purple top with flipped-up open collar and stud accents, with a matching bracelet on one foreleg. Her tail is neatly trimmed, striped yellow and light green in addition to its natural purple, and secured with a studded purple band. A few strands hang down into view over her neck, matching the dye job on her tail.)

Rarity: I’m preparing to shine from the inside out!

(Zoom out to frame all of her. The surviving portions of her mane have been styled and dyed to form a long, unruly Mohawk cut. The other five voice exclamations of surprise and delight.)

Rainbow: Awesome!

(Rarity strides calmly past them in the fore, the view wiping behind her to a row of market stalls. His forelegs loaded with what could well be the flower sellers’ entire inventory, Filthy takes a few staggering steps and sets his burden down.)

Filthy: It’s my own fault. I shouldn’t have bought flowers without askin’ Spoiled what she likes.

(A reference to Spoiled Rich, his wife. The next camera angle reveals that he has brought the bouquets back to these same three mares, whose shelves are almost bare.)

Rose: Well, we don’t have much left. What does she like?

Filthy: Um…uh, purple? (A slight motion reveals Rarity partially in view some distance back.)

Rarity: I have a solution!

(He steps aside with an incredulous stare, the camera zooming in on the punked-out mare.)

Rose: (admiringly) Rarity, that mane is—

Daisy, Lily: —amazing!

Rarity: Thank you. (crossing to them) Although I’m afraid I missed my chance at Vanity Mare— (slyly, to Filthy) —which means I have quite a few lavender arrangements to spare. (Wink.)

Filthy: Uh, is lavender purple?

(A quick glance from the color consultant, and the three vendors have whipped out a plethora of bundled flowers to answer that question with an overwhelming yes. Rarity lifts her head proudly in close-up; behind her, the background dissolves to the interior of Mr. Breezy’s shop, the fan still blowing at the mannequin in the front window.)

Rarity: Mmm—the windswept look is very last-season. (Longer shot; she faces Mr. Breezy and a fan twice his height, not running.) Perhaps you could set this up outside. It’s sure to draw in the hoof traffic.

(Wipe to a close-up of the gigantic appliance—doubtless made to her Act One order—sitting outside the shop and connected to a pedal. A stomp on this from Mr. Breezy’s hoof kicks it into gear, generating enough wind velocity to strip all his clothes off. He glances behind himself, the camera panning a short distance to stop on a group of watchers; his outfit has ended up on the one stallion among them.)

Stallion: Ahhh!

(There follows a round of murmuring/stomping/clapping applause, which begins to radiate out from the shop as Rarity effects her departure. Wipe to the interior of Quills and Sofas; in the foreground, a coin purse is emptied onto Davenport’s extended hoof. He backs out of view, then returns with a sheet in his teeth to drape over a sofa, and the camera zooms out to frame Rarity looking on—she has made this purchase.)

Rarity: (over her shoulder) Photo shoot or no, you can always use a chaise.

(Cut to Twilight, Applejack, Fluttershy, and Rainbow lounging on seats at the other side of the showroom. Her words were directed to these four, and she crosses to them. Pan slowly toward her during the next line.)

Applejack: (climbing off her seat) Well, Rarity, if you wanted to shine from the inside out, I think this afternoon you became the brightest filly in Equestria. (Close-up of her and Rarity.)

Rarity: Oh, pshaw, Applejack. (Davenport pushes the covered sofa past her.) I’m simply making up for all the time I wasted feeling sorry for myself. (Zoom out to frame Rainbow hovering nearby on the following.)

Rainbow: I don’t know why you were so upset. Your mane looks awesome!

Rarity: I’m just glad that I have all of you to remind me that even if I accidentally use magical remover potion on my mane, I can look good on the outside as long as I feel good on the inside.

Twilight: (crossing to her) How’d you end up using remover potion on your head, anyway?

(The smiling unicorn opens her mouth to respond, but her mood shifts directly to wide-eyed shock without using the clutch as the camera zooms in quickly on her.)

Rarity: (gasping deeply) Pinkie!

(Cut to a street; she gallops madly into view, leading the other four toward Sugarcube Corner.)

Rarity: If I had the remover potion this whole time… (She reaches the front door.) …that means Pinkie must have the…

(She gets no further before both halves of it fly open to release a torrent of suds and one very, very happy pink pony. Twilight throws up a spherical shield around the party of five, but the sheer momentum of the frothy tsunami is enough to push them down the block.)

Pinkie: Wheeeeeee!

(She trails off into a giggle as the wave subsides, carrying her past, and Twilight drops the barrier.)

Rarity: …shampoo.

(Pinkie straightens up out of the bubbles, revealing a mane whose volume and curl have been considerably augmented by Zecora’s elixir.)

Pinkie: Shampoo? Wow! (wagging tail; it is similarly affected) That explains why our manes are all so bouncy and soft.

(Up pop the heads of Pound and Pumpkin, whose manes have gained the same benefit. Cut to just inside the open door and zoom out as Rarity peeks worriedly in; the yellow celebration string is still plastered everywhere, now joined by mounds of suds.)

Rarity: (walking in, all but Pinkie and twins peek in at door) Uh, perhaps I’ll fetch the rest of that remover potion. (Pinkie hops in over her head.)

Pinkie: Great! (Twins reach the door; she eyes Rarity suspiciously.) Heeeey. (stroking chin) Is there something different about you? (Rarity smiles to herself; Pinkie peers at her hooves.) New hoof polish?

(That smile turns into a mildly disgruntled look at the pink mare’s utter failure to spot the obvious. Dissolve to the six mares out for a walk/fly down the street, Rarity back to her normal appearance in every aspect—mane/tail grown out and back to purple, new outfit gone. Pinkie’s mane has returned to its usual behavior as well.)

Rarity: So you’re sure. (patting a curl) You’re sure it’s fully recovered.

Applejack: (slightly irritated) Yes, Rarity. It’s been months. (They pass a newsstand.) Your mane looks fine.

(Pinkie whips back to scope out the display and covers the distance between it and herself in one impossible bound.)

Pinkie: Ooooh, look! (holding up a magazine, faced toward the others) It’s the “Most Beautiful Manes in Equestria” issue of Vanity Mare! (slyly, extending it to Rarity) You should read it. (Close-up of the unicorn.)

Rarity: Oh, honestly, Pinkie, after all I went through, I’m not sure it even matters what mane graces the page—

Pinkie: (from o.s., slapping it into her face) READ IT!

(A bit of magic peels the periodical from Rarity’s face, she sits on her haunches, and the eyes bug out and the jaw drops at what she sees—her own image on the cover, sporting the punk garb and mane style.)

Rarity: But I—I canceled the shoot!

Applejack: (circling around her, winking) We had a little talk with Photo Finish.

Fluttershy: (crossing to them) And explained just how beautiful we thought you were, inside and out.

(Rarity uses horn power to flip through the issue and stops short, wonder registering on her face. Cut to a close-up of it. The left page is filled with her beaming close-up, while the right shows one photo of her tail and another of her helping Filthy choose flowers for Spoiled. On the start of the next line, she turns ahead three times to find pictures of the following. Herself talking with Mr. Breezy; some of his fans; her foreleg bracelet…speaking with Davenport; her truncated forelock; her open collar…a two-page photo of Pinkie and Rarity cleaning up Sugarcube Corner with a bit of help from Pound and Pumpkin; a small corner picture in the lower right corner that shows a photographer hiding in some bushes.)

Rainbow: (from o.s.) While you were shining from the inside out, Photo Finish took a few pictures.

(A zoom in on this last picks out the renowned mare, zoom lens at the ready, mud smudged on her face, and a clump of foliage on her head. From here, cut back to the group.)

Rarity: (closing magazine) I don’t know what to say!

Applejack: (winking) Luckily, you don’t have to say anything.

(Zoom out across the street. Every mare in the area has adopted some variation of the mane/tail styling, with or without added color.)

Applejack: Your style speaks for itself.

(All six pile in for a giggly group hug as the view fades to black.)


A HEALTH OF INFORMATION

Written by Sammie Crowley, Whitney Wetta

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Notes:                This episode makes reference to characters who have appeared in the IDW comic

                series My Little Pony: Friendship Is Magic. Reading that particular issue (#58)

                is not essential to being able to follow this episode, but the two do dovetail with

                each other slightly.

                All lines marked with one asterisk (*) are delivered as a voice over.

Prologue

(Opening shot: fade in to an expanse of trees with overgrown, drooping foliage that waves slightly in the breeze of late afternoon. Large, pale blue flowers with light orange spots sprout from branches and trunks, and one breaks loose to ride the air currents as the camera pans to follow it. The trees line a swamp, at which Fluttershy and Zecora have arrived; the pegasus stands on solid ground, while the zebra has wrapped her tail around an overhead branch to anchor herself as she stands on a protruding root and leans toward the water. Broad smears of yellow-green plant growth cover the surface, and a few blossoms sprout from floating lily pads.)

Fluttershy: Thank you so much, Zecora. I never would have found the criss-cross moss without you.

Zecora: (leaning toward one patch) Of course!

                        I know where it grows, so it’s not much to ask,

                        Though retrieving it has been a difficult task.

Fluttershy: Oh, but the oxen visiting Sweet Feather Sanctuary next week will surely appreciate it. It really adds a shine to their coat.

(Recall that this was the facility she set up in “Fluttershy Leans In.” A striped hoof punches into one mass, swirls around in it, and drags the viscous stuff up into free air.)

Zecora:                 There we go! Now, that wasn’t so tough.

                        Fluttershy, tell me—will this be enough?

Fluttershy:                 Gee, I don’t know. It’s a pretty big pack.

(holding up a bag)         So maybe enough to fill up this sack?

(Gasp, then laugh as she drops it.)

Fluttershy: Oh, my! You’re rubbing off on me, Zecora!

(The herbal expert smiles and leans back into her task, but her rear hooves begin to lose purchase on the root’s slimy surface. She yelps in surprise and fright as the branch held by her tail snaps, sending her into the water with a splash and bringing down a shower of the trees’ blossoms. Fluttershy screams and gallops to the edge.)

Fluttershy: Oh no, oh no, oh no!

(Zecora’s head breaks the surface and she pulls in a huge breath.)

Fluttershy: Zecora, are you all right?

Zecora:                 No need to fret.

                        I only got wet.

(gathering moss)        At least now I can easily grab

                        All the criss-cross moss there is to be had.

(With a sizable accumulation encircled by her forelegs, she wades toward the shore. A lily pad floats past, the flower on it emitting a sudden dense burst of pinkish pollen that fills the screen. When the view clears, Fluttershy has backed up a few steps before the cloud that has drifted toward her and Zecora is emerging from this. A closer shot picks out a few new, bright red-orange spots on the striped coat; the sight of these prompts Fluttershy to utter a deep gasp.)

Fluttershy: What’s happening to you?

Zecora: (voice weakening)                Honestly, it’s hard to tell.

                                        But suddenly I don’t feel so well.

(Taking a good look at herself, she starts in surprise upon noticing the stipplings. Fluttershy gasps again, her eyes constricting to terrified points, and the view fades to black.)

OPENING THEME

Act One

(Opening shot: the black screen splits horizontally and resolves into the interior of a slowly opening mouth. The camera points out between the teeth and into a doctor’s examination room, and two eyes behind pince-nez spectacles lean in for a close look, noticing the heavily spotted tongue. They glance one way, then another, and the camera cuts to the room itself. Zecora is sitting on an examination table, fully dried out and mouth open, and the doctor in question is the khaki stallion who had a look at Spike during “Secret of My Excess.” Fluttershy stands a few paces back, no longer hauling her moss collection bag.)

Doctor: All right, Zecora. Let’s have a listen to the old ticker.

(Putting his stethoscope to her chest, he is rewarded with the sound of an energetic drum solo.)

Doctor: Hmmm…hmmm.

(He backs off and pulls the earpieces out.)

Doctor: (ominously) Hmmm.

Fluttershy: Do you think it’s serious, Doctor?

Doctor: Well, that wasn’t a good sign. (He paces away.)

Fluttershy: I can’t believe a flower did this! (pacing, viciously) I take back thinking it was pretty!

(As he examines Zecora’s ear, she coughs up a few bubbles; thinking fast, he trades his scope for a small vial half full of pale blue liquid. Close-up of this; a deft hoof maneuver gets one bubble balanced on the neck, and a second fits the cork in to capture it without popping.)

Doctor: (from o.s., shaking) Mmm-hmm. (Cut to him.) We’re looking for any color other than red.

(The agitation stops and the vial is held up—no color change.)

Fluttershy: Phew!

(And now the contents go red, bringing a long gasp from her throat.)

Doctor: Oh, it’s just as I thought. (to Zecora) I’m afraid you have a very rare disease called… (echoing) …swamp fever! (Lightning cracks out behind him.)

Zecora:                 Tell me, Doctor, what should I do?

                        I’ve never heard of swamp fever, mind you.

Doctor: (pacing) Unfortunately, very little is known about the disease— (dipping down and o.s.) —except, of course, its symptoms.

(He comes up with a book and begins to skim its pages.)

Doctor: Change of coat…coughing bubbles…shock sneezing…confusion…and the last stage… (facing book to camera: pictures, of the flower, the symptoms, and a swamp tree) …the afflicted turn into the very trees that drop the disease-spreading flower.

(Zoom in to a close-up of the illustration as he finishes, then cut to Zecora as Fluttershy crosses to her.)

Zecora: (gasping softly)        Is there anything that can be done

                                For such a terrible conundrum?

Doctor: (checking book) A cure has yet to be discovered. (Close it; head drops sadly.) I’m sorry, Zecora.

Zecora: (to Fluttershy) Hmmm…

Doctor: (opening door) It’s a lot to take in. (brightly) I’ll leave you two to discuss.

(Having already blown a hole in his bedside manner, he decides to completely sink the rest by darting out and shutting the door behind himself.)

Fluttershy: Zecora, this is all my fault! If you hadn’t been helping me get the criss-cross moss, you wouldn’t have gotten swamp fever! I’m so sorry.

Zecora:                 Fluttershy, you are not to blame.

                        These things happen all the same.

Fluttershy: (firmly) I refuse to accept that! There has to be somepony who can help you! (Zecora thinks had for a moment.)

Zecora: Ahhh!

                                            There’s a healer of legend who never would fail,

                                                But I only know her from ancient folk tales.

(covering eyes, gesturing)                        Mystical and masked, she came in the night,

(Cut to Fluttershy; she continues o.s.)        And cured everything from hoof cough to fur blight.

(Back to her.)                                        What became of the healer, nopony knows,

                                                For she disappeared ages and ages ago.

Fluttershy: The Mystical Mask! Of course! My parents would tell me about her whenever I was sick in bed.

Zecora:                There’s so many accounts of her power to heal,

                        She can’t just be a legend. I think she’s real.

Fluttershy: If that’s who we need to cure you, then I’m going to find her—and I know just the pony who can help.

(Dissolve to a long shot of the Castle of Friendship and zoom in slowly as a panting Fluttershy gallops up to the front doors, then cut to just inside them. She throws one open.)

Fluttershy: Twilight?

(Off she goes across the entrance hall; cut to within Twilight Sparkle’s bedchamber, whose doors are flung open. The yellow flyer surveys the room, finding no other signs of life.)

Fluttershy: Twilight!

(Hooves race off down the corridor; cut to an extreme close-up of another door and zoom out as she opens it from the other side. Here stands Twilight in the kitchen, wearing a white chef’s toque on her head and splotches of flour on the rest of her. She stands at a messy table, cradling a bowl of batter in her forelegs and using a magically held spoon to stir it.)

Fluttershy: Twilight! (The stirring stops; Twilight turns to her.) Oh! I’m so sorry to bother… (puzzled) …are…are you cooking? (The bowl is set down; now lopsided cakes can be seen on the table.)

Twilight: Yeah! Spike and I are having a cook-off.

(On the start of the next line, cut to Spike pulling a tray from of the ovens. He wears a toque of his own, along with a heart-decorated apron and matching oven mitts.)

Spike: My cauliflower bites blew her sweet potato muffins out of the water! (Twilight spares him a tight smile, then turns back to Fluttershy.)

Twilight: I’m glad you’re here, Fluttershy— (levitating a tray of muffins and a bowl of bites to her) —because we’re gonna need a second opinion about that.

(Her field moves a sample of each across the gap for a taste-test.)

Fluttershy: Um, they’re both delicious, but… (rapid fire, leaning into Twilight’s face ) …Zecora has swamp fever and there’s no cure and it’s all my fault and the only pony who can cure her is the Mystical Mask and I need your help to find her!

(She finishes this line by bulldozing the winged unicorn out the door.)

Twilight: Uhhh…

Spike: (crossing kitchen, setting a tray on the stove) So what’d she pick? The cauliflower bites, right?

(It takes him a moment to realize that has lost his entire audience. Dissolve to a close-up of one shelf in the library, from which Fluttershy pulls several books at once and then takes one more after a moment’s thought. She flies them down to ground level, which is littered with stacks and untidy piles of literature; Twilight sits reading at a similarly disordered table. After a quick flip through the pages with her aura, she shuts the cover and lets it flop with a disappointed moan. She has cleaned up from her kitchen venture and shed her toque.)

Twilight: That’s the last book on ancient ponies. (Fluttershy sets her stack down.) And still no mention of the Mystical Mask.

Fluttershy: Hmmm…did we check the unabridged versions?

Twilight: Yes, and the books on rare diseases, the books on rare plants— (floating one up) —and the entire section on bog habitation. (Down again.)

Fluttershy: Well, we might have to look through every book in the entire library, but I know we’ll figure it out.

(She takes wing for the upper reaches as her research partner moans again and magically scoops up another book for perusal. Tilt up to Fluttershy, who begins pulling one at a time from the shelves, giving a cursory glance, and  tossing them over her shoulder—nothing promising in any of them. A dissolve leaves the place stripped clean, the volumes thrown down in great piles tall enough to reach most of the way to the highest level. The next-to-last book is flung away, and a flip through the very last one brings a crushed moan from Fluttershy’s lips before it too joins the pile.)

Fluttershy: Another dead end. (addressing herself down o.s.) Have you found anything yet, Twilight?

(A soft snore drifts up to her; cut to the bookworm, crashed out atop one of the piles. Fluttershy flies down to her.)

Fluttershy: Twilight? (Who snaps awake with a cry and falls off.) Goodness! Are you okay?

(Twilight sits up wearily, a book lying open on her head.)

Twilight: (sighing) I’m fine. Fluttershy, you know that I want to help Zecora. But I think we’d be a lot better off if we got some sleep. We’ve been at this for hours.

Fluttershy: Oh, I’m so sorry. I didn’t realize how late it had gotten. (Twilight slides down to the floor.)

Twilight: No problem. I’ll grab you a pillow and— (Fluttershy descends to her.)

Fluttershy: Oh, no, no, no. I meant you should sleep. I can’t rest until Zecora is healed.

Twilight: I understand how you feel, but I still think we’d have more luck if we tried again in the morning. (Fluttershy sits down and starts reading.) Just promise me you’ll take a break soon.

Fluttershy: (distractedly) Mmm-hmm.

(On her way out the door, Twilight uncorks a cavernous yawn.)

Twilight: Good night, Fluttershy.

(Her field pulls the doors shut behind her. Dissolve from them to her sleeping uneasily in bed.)

Twilight: (talking in sleep) …nine-by-thirteen-inch pan…

(Her slumber gets derailed when the doors burst open to admit a fatigued but excited Fluttershy, who has donned her saddlebags.)

Fluttershy: Twilight!

(Who falls off her bed, sheets and all, and sits up in a googly-eyed panic; the pillow is on her head, and the blanket is snarled around her body.)

Twilight: Nonstick pans!

(In walks Spike with a drowsy groan, a butterfly-decorated sleep mask propped on his forehead and one fist rubbing his eyes He has ditched his toque from the previous day’s cook-off.)

Spike: What’s all the commotion in here, ladies?

Fluttershy: Sorry! But I figured out who the Mystical Mask is.

(Twilight pulls herself up to mattress level with a lung-bursting gasp. The early morning sky can be seen through the window behind her.)

Twilight: You did?

Fluttershy: All I had to do was cross-reference a book about masks with another book on ancient Equestrian healers, then use a third book to translate it all from Old Ponish, and there it was! Zecora was right! The Mystical Mask wasn’t just a legend. (She jumps on the mattress and leans toward Twilight.) The Mystical Mask was Mage Meadowbrook!

(This revelation causes Twilight to gasp again and her eyes to roll back in her head before toppling onto her back.)

Twilight: The ancient sorceress from Hayseed Swamp? We studied her at Celestia’s School! Are you sure?

Fluttershy: Absolutely! Mage Meadowbrook wasn’t just a sorceress, she was also a healer, and back then healers wore masks so they wouldn’t get sick themselves!

Twilight: (sitting up) Fluttershy, I am so incredibly proud of you for using your research skills to figure this out! (Fluttershy climbs down to the floor.) But Meadowbrook lived ages ago, and…didn’t she disappear?

Fluttershy: (nodding) Mmm-hmm. (pulling Twilight upright) But if we go to Hayseed Swamp, maybe we can find something she left behind—something that could lead to a cure!

Twilight: It seems like a longshot, but I guess it’s possible.

(A light yellow hoof hooks itself around her foreleg and yanks her away; a moment later she finds herself being shoved toward the door with some effort.)

Fluttershy: We have to try. I’ve got a route all planned out, and on the way we can check up on Zecora, and then—

Twilight: Whoa, whoa, whoa. (Fluttershy stops pushing.) We’re leaving now?

Fluttershy: Of course! Every second we spend waiting is a second Zecora is coughing bubbles!

Twilight: But, Fluttershy, you haven’t slept! And that’s a long journey!

Fluttershy: (moving toward Twilight) There’s no use trying to talk me out of this, Twilight.

(She starts trying to muscle the Princess out the door, with much grunting but no forward progress, as Spike crosses toward the bed.)

Fluttershy: We’ve got no time to waste! (Close-up of her and Twilight.)

Twilight: Can we at least grab some breakfast?!

(The pegasus relaxes and produces a grease-stained paper bag from her luggage.)

Fluttershy: I packed cauliflower bites.

Twilight: (dejectedly) Awww…no sweet potato muffins?

Spike: (from o.s.) I, uh… (Cut to frame him at bedside.) …ate them all.

(As Fluttershy gets her hooves in gear and Twilight smiles in at him, he climbs up with her discarded pillow.)

Spike: (settling sleep mask over eyes) They were actually really good.

(Fluttershy reaches back to yank Twilight away as he settles down for a nap. Fade to black.)

Act Two

(Opening shot: fade in to a bedroom nook within Zecora’s hut. She is tucked in, and the two mares are attending to her. Zoom in slowly.)

Fluttershy: And that’s when I realized the Mystical Mask was actually Mage Meadowbrook!

Zecora: (coughing a bit)         That’s marvelous, Fluttershy. I am quite impressed.

                                While you’re gone on your journey, I’ll try not to be…

(She taps her chin for a moment, trying to find a way to finish the couplet.)

Zecora: …worried. (Fluttershy gasps, shocked top to bottom.)

Fluttershy: Oh, no! Zecora, you didn’t rhyme! You must be getting worse!

Zecora: (forcing a smile)         Oh, no, no! No, not at all!

                                Something, something…ball?

(A weak offering indeed, but the sneeze she fires off next has considerably more juice behind it. Namely, a bolt of lightning that singes Twilight’s forelock as she ducks barely in time. This would be the “shock sneeze” portion of the symptoms read off by the doctor in Act One.)

Fluttershy: (shuddering, to Twilight) That’s it! We have to go now! (She trots away.)

Twilight: Lead the way, Fluttershy.

(She follows her traveling companion, who runs headfirst into the closed front door and ends up seeing stars for a second or two. After a woozy moan and head shake, she gets it open and exits, trailed closely by Twilight. The door slams behind them; cut to outside the hut as both take flight, then dissolve to them making a beeline through a sky that has progressed to late afternoon. Twilight’s mane has sorted itself out from being nearly fried. Fluttershy, now hanging back and still visibly worn down, fails to notice Twilight’s stop and rams her from behind. Both look down to find a cluster of ramshackle houses and docks that project out from the shore of an expansive swamp. Twilight and Fluttershy smile at each other, having recognized the area as their destination of Hayseed Swamp, and land on one of the rickety platforms. The camera pans ahead of them to show a little more of this settlement—with no visible signs of pony life—then cuts to a close-up of an uneasy Twilight.)

Twilight: So…

(She shudders ever so slightly as a dragonfly meanders lazily past.)

Twilight: …where do you think Meadowbrook lived? (Pan back to a yawning Fluttershy.)

Fluttershy: I’m not sure. Maybe there’s somepony we can ask.

Twilight: I think we might be the only ponies here.

(Both look uncertainly around themselves for some seconds before Fluttershy’s eyes lock onto a particular direction.)

Fluttershy: Wait!

(Not too far from them, on dry land, is an old tree with a thick, gnarled trunk.)

Fluttershy: I recognize that tree!

(She lifts off from the dock, followed by Twilight, and they are at it in no time flat. So many age-thickened branches and brambles have twisted around the trunk and each other that it is impossible to tell where one ends and the other begins. A door is set deep into the wood, and Twilight lands next to this as Fluttershy does a victory lap around the tree.)

Fluttershy: (gasping softly) Yes! This has to be it! It’s just like the illustrations of her home!

Twilight: Anypony who lives in a tree is okay by me.

(Landing and shedding her saddlebags, Fluttershy heaves and grunts in a prolonged but futile attempt to push the door open. Finally she collapses to her haunches.)

Fluttershy: Phew! Well, if the doorway’s sealed up, we’ll just have to dig our way in! (standing up) Back up, Twilight! I don’t want you to get hurt!

(She goes to it with gusto, sending dirt clods flying in all directions. Twilight, already a few paces back, lets a mildly disgusted expression flick across her eyes before stepping over.)

Twilight: (dryly) Or we could try the handle.

(This brings the equine excavator up short, having already dug a wing-deep hole and made quite a mess of herself.)

Fluttershy: (laughing sheepishly) It really blends in with the bark.

Twilight: Easy to miss.

(It is, in fact, wider than the keyhole plate and made of metal in a shade that contrasts markedly with the wood. Cut to the tree’s interior, which bears quite a few similarities to Zecora’s hut: assorted masks hanging on the walls, shelves of varied medicaments, a large caldron in the center of the floor, and so on. However, the thick layers of cobwebs in nearly every crevice tell of the severe neglect that has befallen the place. The door swings open and Twilight and Fluttershy put their heads in for a look-see; the latter is clean again.)

Fluttershy: Wow! (They enter.) It looks like this place has been abandoned for years.

(Almost as soon as a bit of horn power shuts the door, the timid mare finds herself staring at a bottled specimen of the flower that infected Zecora. She gasps sharply.)

Fluttershy: Twilight, look! It’s the same kind of lily pad that gave Zecora swamp fever! (She smiles to herself as Twilight crosses to her.) Hmm. I wonder if Meadowbrook was looking for a cure for swamp fever too! (Gasp.) Do you think she found it? (Close-up of Twilight.)

Twilight: I hope so, but let’s not get ahead of ourselves. (A loud squeak from o.s.) That’s exactly what I’m talking about! You’re making your excited squeaking noise!

Fluttershy: (nervously) Uh…I wasn’t making my excited squeaking noise.

(It asserts itself again, loud and clear, and the camera zooms out at ground level to frame the lower portion of a creaky rocking chair in motion—and the two legs hanging over its front edge. Twilight and Fluttershy scream in terror and clutch at each other as the camera cuts to a head-on view of the chair’s occupant, who climbs off and advances from shadow into light. Heavyset, dark tan earth pony stallion; thick, two-tone blond tail/beard/mustache, the first two tied into loose sheaves; red kerchief tied across forehead; mane covered by a brown top hat with a lighter band accented by green leaves; narrowed red-violet eyes; sleeveless green shirt with yellow edging around the foreleg holes; two necklaces, one gold and one of beads strung on a cord; cutie mark of two crossed cattail reeds under a yellow sunburst spiral. This is Cattail, who puts a foreleg around each mare’s shoulders and pulls them gently apart with a friendly grin, causing them to fall silent. He speaks with a pronounced Cajun accent.)

Cattail: Y’all can stop screamin’ now. Didn’t mean to scare you. (Chuckle.) I do that a lot. (He walks past them.)

Twilight: (testily) Scare ponies, or rock creepily in the dark?

Cattail: Well…both, I s’pose. Name’s Cattail.

(He doffs his hat, exposing a mane swept/bundled up and back in the same fashion as his beard and tail.)

Cattail: Pleased to meet you.

Fluttershy: Likewise. But, um, may I ask—why are you in Mage Meadowbrook’s home?

Cattail: (opening caldron; hat on again) Oh, I take care of the place. (A dragonfly buzzes out; the lid goes back on.) I ain’t much of a cleaner, but from what I hear, my kin wasn’t either, so I doubt they’d mind a few cobwebs in our ancestral home.

(Fluttershy flies across and clasps one of his front hooves with an ecstatic gasp.)

Fluttershy: You’re related to Mage Meadowbrook?

Cattail: (nodding) Mmm-hmm. (She drops the limb.)

Fluttershy: Oh my goodness, Twilight, we did it! (She wheels around and squashes the violet cheeks.) Not only did we find Mage Meadowbrook’s old house— (foreleg across shoulders) —we actually found one of her descendants!

Twilight: Honestly, I would not have guessed it.

Cattail: So you’re lookin’ for some kinda cure, huh? Well, now, I know Meadowbrook was known to always be writin’ in her journals. If she had the cure you want, I reckon that’s where it’d be. (beckoning) Come on. I’ll show you the library.

Twilight: (excitedly) Library?! (following him) Now we’re talking!

(Cattail proudly turns to indicate a smallish bookcase whose three shelves are stuffed with a haphazard assortment of books, many with slips of paper protruding from between the pages. Like the rest of the place, it bears the cobwebs of poor upkeep. Cut to within a gap between tomes, the camera pointing out at a dumbstruck Twilight and a hopefully smiling Fluttershy.)

Twilight: (forcing a smile) Oh! Well. (Chuckle.) Libraries come in all shapes and sizes. (Cut to Fluttershy.)

Fluttershy: This is good! It’ll take us less time to go through everything.

(A quick sweep of Cattail’s hoof clears a small side table so Twilight can have a spot to set down a stack of journals under her influence. Fluttershy takes the topmost one, blows dust from its cover, and opens it.)

Fluttershy: (reading) “Today, my mom made me eat peas. Peas are yucky.” (Glance up with a smile.) And we can probably skip this one, unless she found a cure when she was a foal. (Cut to Twilight, levitating another open one.)

Twilight: (reading) “I met a colt today. He pulled my mane, so I put a frog on his head.” (She closes it.) Also not helpful. (Open it again and flip ahead.) But I do kinda want to see where it goes.

(The yellow hooves thrust a third volume toward her. Irritated at having been interrupted in her desire to read about budding young romance and/or the battle of the sexes, she groans softly and transfers her hold to this one so her eyes rove over their pages. Fluttershy is the first to hit paydirt in a fourth, though.)

Fluttershy: Wait! Listen to this! (reading; zoom in between them) “Today I tried again to brew an un-sniffle elixir.”

(The camera ends up focused on the caldron, and a dissolve restores the hut to the state of neatness that comes from conscientious long use. Glowing orange crystal encircle the caldron’s base, similar to those seen in “A Hearth’s Warming Tail,” and two earth pony mares fade into view around it. The younger, who stirs the brew, wears a sleeveless, light green sundress with pale yellow collar/hem accents and a brown necklace and foreleg bracelet. Her coat is sky blue, her eyes blue-green, and her two-tone red mane/tail are tied back in a manner similar to Cattail’s, the former further restrained by a pale yellow headband. This is Mage Meadowbrook. The coat of the older one, her mother, is light blue-violet; her dress is also sleeveless and done in purple with lighter waist/hem trim. Her eyes are faded red, and her mane/tail are two-tone orange and each in a single bunch, the former upswept and held with a purple band and a pale violet kerchief that matches the one around her neck. A brown belt is around her waist. Meadowbrook lifts a ladle full of the mixture. Both mares’ voices carry less pronounced versions of Cattail’s Cajun accent.)

Fluttershy, Meadowbrook: (Fluttershy in voice over) And I finally got it right.

(A tiny, congested snort is heard from o.s.; cut to the source, a chipmunk whose inflamed eyes and nose give away the cold it has picked up. It sneezes loudly and sips from the ladle extended in its direction. The redness and swelling go down almost instantly, and it takes an effortless deep breath and wags its tail happily before scampering away.)

Mother: (pulling a gift box from a drawer) Meadowbrook, I think it’s time you had this.

(The lid is marked with a cluster of acorns/berries/leaves. Meadowbrook opens the box, stares into it for a long moment, and gasps happily while lifting out the item it contains—a mask styled as a parrot’s blue/yellow-striped head with a crest of green/orange feathers.)

Meadowbrook: My very own healer’s mask! You think I’m ready, Mother?

Mother: (nodding) Mmm-hmm.

(The happy reverie is broken by a knock at the door. Mother opens it to find an exhausted mare on the step, a gray hooded cloak covering everything from the knees/hocks up except for her face and the very fringe of her forelock. She lowers the hood to expose the telltale red-orange spots of swamp fever; Mother darts over, takes one good close look, and gasps softly.)

Mother: What caused this?

(Without a word, the afflicted pony produces one of the culprit blooms from within her cloak. Close-up of it.)

* Meadowbrook: Mother calls it “swamp fever.”

(Around it, the background dissolves to put it on a small platform. Zoom out slightly as a ladle of liquid is poured over it.)

* Meadowbrook: We’ve been tryin’ to find a cure, but it hasn’t been easy.

(Cut to a longer shot on the end of this; Mother is the one doing the dosing, while her daughter takes notes. A sudden burst of pollen, the same as that which blew up in Zecora’s face during the prologue, causes Mother to cough and drop the ladle held in her teeth. Meadowbrook hurries to comfort her, but once again a knock curtails the tender moment. Cut to just outside the door and zoom out slightly as Meadowbrook opens it to find three new arrivals on the step, all showing the rash and one coughing up bubbles. Zoom out quickly to frame a long line of suffering residents all in search of relief. The sky over the swamp shows the red-orange of approaching sunset.)

* Meadowbrook: The fever’s spread like wildfire.

(More coughs, more lightning-bolt sneezes—and in close-up, Mother coughs a bit s well, startling Meadowbrook no end.)

* Meadowbrook: I fear if we don’t find a cure soon— (Zoom in slowly on her face.) —everypony will be in grave danger! 

(Dissolve to a close-up of Mother laid up in bed, properly spotted up and coughing, and zoom out to frame Meadowbrook hurrying over to feel her forehead.)

* Meadowbrook: With Mother sick—

(Dissolve to the far end of Hayseed Swamp, the village visible in the distance, and pan to frame her on one shore, pondering the laden lily pads on the water.)

* Meadowbrook: —I didn’t think I’d ever find a cure. But starin’ at those cursed flowers today…

(Two large, blue/yellow-striped bees with long antennae buzz lazily into view over one flower, their stingers jagged and resembling lightning bolts.)

* Meadowbrook: …I saw somethin’!

(They get a good dose of pollen, but are unfazed by it and descend to start gathering the grains. As Meadowbrook stares across the water, her mind blown, she watches other bees carry out this same activity with no ill effects and voices a gasp of happy epiphany.)

Meadowbrook: Flash bees!

(Her determination restored, she gallops off after the closest two to leave their flower. Within only a few steps, she finds herself chasing them all, now coalesced into a blue/yellow/white-glowing swarm that crackles with electrical energy.)

* Meadowbrook: I realized the flowers’ poison didn’t affect the flash bees, and if they were immune to swamp fever, their honey could be the cure!

(Reaching an old tree at the swamp’s edge, the swarm turns into a vertical climb and disappears among the ponderous boughs. With barely a moment’s hesitation, Meadowbrook leaps from one protruding root and branch to another, swings from a loop of vine by her teeth, and slides to a stop on a contorted limb that puts her eye to eye with a large hanging beehive. Cut to just inside its opening as she stares in, finding the flash bees going about their work and a particularly large one perched on a small raised platform. This one wears a small crown and has a pronounced ruff of blue/yellow fuzz around its neck—the queen of the hive—and is surrounded by bees standing quietly motionless.)

(Outside again. As Meadowbrook leans a bit closer, one limb snaps under her weight. Inside: the disruption draws the ire of every bee within earshot, and her eyes widen in a silent “uh-oh.” Outside: she ducks just in time to avoid being electrocuted by the entire swarm when it rockets out at her, but one stinger after another still finds its way into various bits of her anatomy, sending up sparks. Thrown off by both the swarm’s aggression and the pain of these strikes, Meadowbrook loses her balance and lands flat on her back at the base of the tree, smoke curling upward from her body. On the start of the next line, though, she quickly rises to her hooves and glares up at them.)

* Meadowbrook: But they were so aggressive defendin’ their hive, I didn’t know how I was gonna get it!

(She gives the matter some serious thought. Dissolve to a close-up of the hive and zoom out; her injuries healed, she has perched a short distance away and is holding the mask that Mother gave her.)

Meadowbrook: Here goes nothin’!

(She puts it on as the swarm begins to close in, and the view fades to black.)

(The screen splits horizontally and the gap widens as if it were an eye opening, giving a close-up of Meadowbrook smiling and holding up a small, stoppered vial of flash bee honey. The image is slightly fuzzy at first, but quickly focuses itself before the view cuts to frame her at Mother’s bedside. This was the latter’s perspective, and she offers a weak smile and reaches for the sweet stuff.)

* Meadowbrook: Today, I cured Mother—

(Zoom out to frame Twilight and Fluttershy in the foreground as the view dissolves to the present, Meadowbrook and Mother fading away.)

Fluttershy, Meadowbrook: (Fluttershy reading, Meadowbrook in voice over) “—and the rest of the bayou.” (Meadowbrook drops out.) “It was the greatest feeling I’ve ever experienced, and I promise to dedicate my life to curing ponies all over Equestria.”

Cattail: (from o.s.) And she did just that. (Zoom out slightly; he crosses to the pair.) Right up ’til she disappeared without a trace. (Fluttershy closes the journal.)

Fluttershy: So all we have to do is find those aggressive flash bees and get them to give us their honey!

(Another glance at the pages takes the wind out of her sails.)

Fluttershy: Of course, it doesn’t say how she did that.

(A mild grimace of apprehension passes between Twilight and Cattail, prompting her to lower the book.)

Fluttershy: What?

(She turns her head slightly, revealing quite a bit of dishevelment in the back portion of her mane. The hoof she lifts to fluff it carries the distinctive red-orange spots of swamp fever.)

Fluttershy: Is my mane messy? I know I haven’t slept in a while, but—

(A longer shot picks out lesions on all four legs. Without a word, Cattail picks up a grimy old mirror and pivots it to face her. Even as she watches her own image in the sullied glass, the spots begin to spread upward to her face; she gasps in horror and backs away.)

Fluttershy: Oh, no! I’ve caught swamp fever!

(Fade to black.)

Act Three

(Opening shot: fade in to a close-up of Fluttershy, face frozen in horror as the pustules multiply across every inch of her. The colors of her mane/tail have lost some of their brightness, and more of her mane has deteriorated into disarray.)

Fluttershy: Huh?

(She snatches her saddlebags from a hook on which they have been hung up, takes some specimen bottles from a shelf, and pulls down two masks from the wall. These last are plunked onto the heads of Twilight and Cattail—a bird and wolf, respectively.)

Twilight: (muffled, dryly) Are you sure these are necessary?

Fluttershy: What? (Twilight lifts her mask.)

Twilight: I said, are you sure these are necessary?

Fluttershy: Yes! (She pulls it back into place.) I won’t risk infecting you or Cattail!

Twilight: (muffled) What you can’t risk is getting any sicker. If you don’t rest, your symptoms’ll only get worse. (Fluttershy coughs out some bubbles.)

Cattail: (nodding) Mmm-hmm. You really should rest up before goin’ up against those flash bees. They are nasty critters.

(Unlike Twilight, the cut of his mask leaves his mouth free enough to speak normally. Fluttershy gives him a condescending little smirk.)

Fluttershy: Um, you don’t know this about me, but I’m pretty good with animals. And besides, Dogtail—

Cattail: Cattail.

Fluttershy: —um, Zecora is counting on me. (breathlessly, flying toward door) I have to help her, just like Meadowbrook helped her mother and all those bayou ponies long ago!

Twilight: (muffled) But, Fluttershy, as much as Meadowbrook took care of other ponies, I’m sure she also took care of herself.

Fluttershy: (savagely, pushing her and Cattail toward door) You’re not gonna change my mind, Twilight!

Cattail: (chuckling faintly) Ooh! For being sick, she sure is strong. 

(Dissolve to a hilltop, the camera zooming out to give a full view of the tree in which Meadowbrook found the flash bees’ hive so many years ago. They are out in force.)

Cattail: (as all three advance into view) The flash bee hive is just up yonder. (Fluttershy now has her saddlebags on.)

Twilight: (to Fluttershy) Are you sure you don’t want me to come with you?

Fluttershy: No. It’s too dangerous, Twilight. Besides, I’ve already gotten one friend hurt. I won’t let it happen to another! (Exhale.) Okay, Fluttershy. You can do this.

[Error: Twilight’s line in the preceding exchange is heard normally instead of being muffled.]

(But a bubbly coughing spasm provides evidence to the contrary. Dissolve to the base of the tree; the faded pegasus gallops up, already winded, and leaps/flies from one perch to the next with considerable effort. Her first attempt to climb the trunk sends her sliding back down.)

Fluttershy: Mind over matter!

(A second attempt also fails, but her third does not and she gets her forelegs hooked onto a branch. After a pause to catch her breath, she heaves herself up the rest of the way and stands facing the hive, whose denizens have now retreated within. The blue-green eyes narrow over a fierce little smile, and she takes Meadowbrook’s last slide to end up staring the structure dead on. Cut to just inside as she peers in through the entrance, finding the same tableau encountered by the healer of old—some flying about, the queen on her platform surrounded by silent, unmoving ones.)

Fluttershy: (brightly, reverberating slightly through hive) Hello, flash bees! I was hoping I could get some of your honey.

(An endearing, hopeful grin is met by glares from every pair of apian eyes. Outside, Fluttershy turns her face away as the entire swarm starts to boil out toward her.)

Fluttershy: (unnerved) Oh! I see. You don’t let others have any. (looking them full on) Well, I’m sorry, but I really need it!

(She takes a sting to the nose that sends her yelping and reeling back as far as she can without toppling, then sighs quietly.)

Fluttershy: I didn’t want it to have to come to this, but I’ll just have to use… (leaning in point-blank) …the Stare!

(She lets them have it with both barrels for some seconds, but it has absolutely no effect on them. One after another amped-up stinger strikes home, and she cries out and slides to a low point in the branch’s twists to avoid the flash bees’ massed charge.)

Fluttershy: (coughing) You really are aggressive!

(A more violent spasm cuts off any further words; she looks up, the camera cutting to her perspective of the swarm directly above her. The view begins to rotate and go out of focus; back to her, eyes spinning in their sockets from pain and extreme exhaustion.)

Fluttershy: Oh, dear.

(And down she goes with a weak moan, collapsing off the branch as if every solid bone had been removed from her body. The camera tilts down to follow her insensate plunge, passing into an area of leaves thick enough to completely black out the screen.)

(As in the flashback of Meadowbrook’s successful cure, the screen splits horizontally as if it were an opening eye to give a blurry view of w very worried Twilight and Cattail. The image quickly focuses itself—Fluttershy’s perspective—and Twilight smiles with relief. They are back in Meadowbrook’s hut and are no longer wearing the masks.)

Fluttershy: (moaning woozily) What happened?

(Cut to the three; she is in the same bed in which Meadowbrook’s mother was laid up. The stings have healed, but the swamp fever rash remains; her saddlebags have been set aside.)

Fluttershy: Where am I?

Twilight: (touching her hoof) Oh, I’m so glad you’re okay! You’re still in Meadowbrook’s tree.

Cattail: You fainted, but Twilight shot some magic up and caught you. It was crazy!

Fluttershy: Goodness gracious! (Cough; turn to Twilight.) Have you heard from Zecora? Is she okay?

Twilight: (hesitantly) Uh…

Cattail: We got word your zebra friend has started sproutin’ leaves!

Fluttershy: (shocked) She’s already turning into a tree? I thought we’d have more time!

Twilight: Actually, you’ve been asleep for three days.

Fluttershy: Three days!?

Twilight: (nodding) Mmm-hmm. You were asleep so long, we were afraid you wouldn’t be able to move when you woke up. But thankfully, you just wore yourself down.

Fluttershy: Oh, dear! We have to get back to the hive! (Out of bed; cross the floor.) I’ve wasted so much time, and—

Cattail: Now hang on there, Fluttershy. (She stops.) Those flash bee critters are tricky.

Twilight: (circling to them) Cattail’s right. I can’t even use magic to calm them down. We’ll have to find another way to get the honey.

Cattail: We’ve tried everything, from disguises to things I won’t even speak of. (Shudder.)

Twilight: (touching his shoulder) He’s been through a lot these past three days.

Fluttershy: (thoughtfully) Wait…disguises.

(A tiny buzzing marks the passage of a single bee around Twilight’s and Cattail’s heads. Now wearing her saddlebags, Fluttershy glares daggers at its flight toward the parrot mask that Meadowbrook’s mother gave her, hanging on the wall. Age and use have faded the colors and left cracks and spots on the surface, but the bee cares nothing for this damage and lands to nuzzle it happily. Fluttershy gasps sharply at the sight and breaks out in a huge smile.)

Fluttershy: That’s it! I know how she did it! I know how Meadowbrook got the honey!         

(Dissolve to an overhead close-up of the hive, orbited closely by two bees on guard duty, and pan to frame Twilight, Fluttershy, and Cattail. Fluttershy has the parrot mask in hoof, and the other two are wearing the ones she chose for them.)

Fluttershy: (showing them the one she holds) This is how Meadowbrook got the honey from the flash bees.

Cattail: She threw a mask at ’em? I wouldn’t recommend that.

Fluttershy: No. The male bees aren’t aggressive around the queen bee, and this mask has the same stripes that she does.

Twilight: (muffled) Fluttershy, that’s brilliant!

(The determined smile on the yellow face gives way to a sneeze that makes her drop the headpiece; its concomitant lightning bolt barely misses Cattail’s hooves.)

Cattail: (diving into weeds) Whoa! (Thud and grunt.)

Fluttershy: (gasping) There’s no time to waste!

Twilight: (muffled, crossing forelegs) Hooves crossed!

(Throwing her horn into drive, she levitates both her ailing friend and the mask up into the branches as Cattail peeks out from the undergrowth.)

Cattail: Oh, golly! (covering eyes) I can’t watch!

(By the time Fluttershy lights on the branch near the hive, the flash bees have gathered outside it in preparation for her approach.)

Fluttershy: (coughing) Mind over matter!

(Steeling herself, she plucks the mask out of the air and dons it. One slide later, she is again nose to nose with the energized swarm. A single bee perches on the mask, treating it just as the straggler did in Meadowbrook’s hut, and she voices a series of buzzing noises that cause the swarm to part and let her have a clear line of sight through the opening. Inside, the peers in and continues her speech, drawing the ire of the queen and her attendants—but only for a moment before all eyes widen and the group disperses. Outside, Fluttershy puts a hoof through the opening and draws it out laden with honey.)

Fluttershy: (muffled) Twilight… (Raise mask and hoof.) …it’s working!

(She beams at her success. Dissolve to an extreme close-up of Zecora’s face as she leans forward to swallow some honey from an offered ladle. Cut to Twilight and Fluttershy in her hut, the utensil in the yellow mare’s teeth; she is fully cured, her coat and mane are back to their normal brightness and neat appearance, and she has shed her saddlebags and mask. In addition, Twilight no longer wears the mask given to her. After Fluttershy sets the ladle down, the camera cuts to the bedridden zebra, whose condition has advanced since Cattail’s update—not only leaves, but twigs and branches are growing all over her fever-spotted body. Almost as soon as she swallows, though, the foliage drops off and the rash fades away.)

Twilight: I think she’s cured now, Fluttershy.

Zecora:                 Oh, I do feel fine,

                        And this honey is divine.

Fluttershy:                Oh, you’re rhyming again!

                        Welcome back, my friend. (Pan slowly across the group.)

Zecora:                Thank you, Fluttershy, for all you endured.

                        If not for you, I would not be cured.

Fluttershy: (sadly) Oh, if it wasn’t for me, you wouldn’t have been sick in the first place.

Zecora:                 Regret is not what you should feel,

                        Because on this journey you’ve learned a great deal.

Fluttershy: (smiling) That’s true. I certainly learned that if you don’t take care of yourself, you won’t be able to take care of anypony else. In fact, if I had rested, like Twilight suggested all along, maybe I would’ve thought to use Meadowbrook’s mask sooner.

(Comes now a loud creak followed by a hearty coughing fit that sends bubbles drifting and popping. On the start of the next line, pan to the source of the commotion—the doctor who diagnosed Zecora in Act One, having opened the nearest window and put his head in. He is in just as bad a shape as she was before eating the honey, having contracted swamp fever himself.)

Doctor: (wearily) Please tell me you’ve found the cure!        

(He lets go with a lightning-laced sneeze. As the view “irises out” to black, centered on his face, a few more bubbles drift from his mouth and two of these make it out through the aperture, followed closely by the bolt from a second sneeze. The bubbles then pop to leave the screen empty.)


MARKS AND RECREATION

Written by May Chan

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to an extreme close-up profile of an earth pony filly with the handle of a paintbrush in her teeth. Light yellowish-brown coat; blue-green eyes; short, curly, two-tone pink mane/tail tied back with blue bows, no cutie mark. This is Kettle Corn, who stands in the Cutie Mark Crusaders’ clubhouse and intently plies her brush on a canvas placed just o.s. Daytime sky can be seen through the nearest window. She backs off after a few seconds, the camera cutting to her perspective and panning briefly from the easel to a still-life display of assorted fruits and a bottle of milk set up on a crate a short distance ahead. When the view shifts back to Kettle, she has risen to her hind legs and is adding a few more strokes.)

Apple Bloom: (from o.s.) Okay!

(Zoom out as all three Crusaders cross to her, Sweetie Belle levitating a clipboard. A turn of Kettle’s head reveals that she wears her mane in two pigtails, each with its own bow.)

Bloom: Let’s see how your still life’s comin’ along, Kettle Corn.

(The young artist steps to one side and proudly indicates her canvas—which displays nothing but a red circle whose start and end points do not quite meet. All six observing eyes pop wide in mild shock.)

Sweetie: (smiling weakly) Well, that certainly is…round.

Kettle: (eagerly) I can make it rounder! (Back to work she goes.)

Bloom: I’m afraid that’s all the time we have today. (Stop; Kettle removes brush from mouth.) We’ll try somethin’ else tomorrow. (Close-up of Kettle.)

Kettle: (setting brush down) But I like circle painting. (Zoom out slightly to frame Scootaloo on the start of the next line.)

Scootaloo: And on the way to figuring out what you’re meant to do, you’ll find a ton more stuff you like. That’s what makes looking for your cutie mark so great.

Bloom, Sweetie: (nodding) Mmm-hmm!

(All three see her out, Bloom opening the door for her and stepping out onto the platform as Sweetie sets her clipboard down. Cut to a close-up of the yellow filly, whose face registers very great surprise, and zoom out quickly. No fewer than five foals are waiting in line on the ramp, Pipsqueak, or Pip, is at their head.)

Bloom: Sorry, everypony. We’re closin’ up shop. (Her perspective of them.) We’ll have to help y’all tomorrow.

Foals: (dejectedly) Awww…

(Back to her, closing the door as they disperse, then inside.)

Scootaloo: I don’t know if we can help them tomorrow. Working with blank flanks one at a time takes forever.

Bloom: If only there was a way we could help a whole herd of ’em at once.

Sweetie: (grinning suddenly, squashing Bloom’s cheeks) That would be perfect! We’d save time, and they could help each other!

Scootaloo: (catching on, rearing up briefly) Just like we used to! Oh, but it’d have to be somewhere big enough to handle all those blank flanks.

Sweetie: (after a moment’s thought) Somewhere outside, with tons of activities to try!

Bloom: Are you two thinkin’ what I’m thinkin’?

Crusaders: Cutie Mark Day Camp!

Bloom: And I know just the place! Applejack used to go there when she was little.

Scootaloo: (rearing up, wings buzzing) Camp Friendship!

(The exclamation earns her a pair of very funny looks as she settles back to all fours.)

Scootaloo: Oh. Sorry. (blushing, scratching back of head) I thought we were all gonna yell that one too.

(Her sheepish grin is met by a pair of knowing smiles, and all three break into a round of laughter. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a cluster of balloons floating on the ends of strings in front of a building in Ponyville. Each is stenciled with one of the Crusaders’ cutie marks in white, and one more promptly rises to join them. Stacks of flyers bearing pictures of an archery target and canoe/oar at a wooded lakeshore are set on a table by Sweetie, and a red/pink/magenta-striped flag is run up a pole, bearing the trio’s insignia of a caped, rearing filly in bright pink with a purple outline. A longer shot frames all three at the table; the balloons are tied down to one end, and Bloom secures the pole’s lanyard. A crowd of adults and youths begins to gather during the next lines.)

Bloom: Attention all blank flanks!

Scootaloo: And blank-flank affiliates! Come to our Cutie Mark Day Camp to find out what you’re truly good at!

Sweetie: Bond with other blank flanks, and find out what you’re meant to do together!

(Inquisitive murmurs pass among the onlookers as they move in a bit closer. Rumble, the younger brother of Thunderlane, takes notice of the display and cringes, keeping his face turned away and doing his best not to notice as he slinks by.)

Scootaloo: (waving) Hey, Rumble!

(So much for a quiet exit, then; he turns to face them.)

Rumble: (casually, waving back) Oh, hey, Crusaders. (moving on) Look, I can’t stop. (Bloom grabs a flyer.) Gotta meet my brother for… (Close-up; he sighs almost inaudibly.) …something.

Bloom: (from o.s.) No problem. (crossing to him; passing him the sheet) Just wanted to make sure you heard about our Cutie Mark Day Camp. The first session’s tomorrow.

(After she has galloped back to the table, he grits his teeth in a sudden flare of hostility, throws the flyer down, and grinds it under a hoof. He is interrupted by the arrival of Thunderlane and picks up the balled paper.)

Thunderlane: Well, what you got there, little brother?

Rumble:  (tossing it in a trash can) What? Oh, nothing. Come on! (hovering) I want to show you a new dive roll I’m trying.

(He rockets away, but his elder sibling does not immediately follow, instead smoothing out the crumpled flyer for a careful inspection.)

Scootaloo: (from o.s.) Come one, come all! (Cut to the Crusaders at the table.) Cutie Mark Day Camp is for blank flanks of all kinds!

Thunderlane: (smiling) Hmmm…

(Dissolve to a small stage set up in a tree-lined clearing, with logs and stumps sunk into the ground for use as seats. A banner has been hung up over the stage, set with the same rearing-filly image from the flag inside a shield outline, and the Crusaders stand up here to watch as six laughing, cheering foals gather, including Kettle and Pip. None have their cutie marks. Zoom in slowly.)

Bloom: Welcome, Cutie Mark Campers!

Sweetie: Who’s excited to be here? (A round of enthusiastic responses.) Well, we’re excited too! At Cutie Mark Day Camp, you’ll be able to try all kinds of things.

Bloom: Kayaking!

(Pan quickly to a row of three kayaks—one capsized—and a rowboat floating at the shore of a lake, then again to the stake and titular objects all ready for a game of…)

Scootaloo: (from o.s.) Horseshoe tossing!

(A third pan shifts the view back to Kettle in front of the stage; she holds up her paintbrush and circle drawing from the prologue.)

Kettle: Circle painting!

Bloom: You can try ’em all. But the most important thing is that you’ll be tryin’ them together. (She high-fives Scootaloo on the end of this.)

Scootaloo: That’s what worked for us.

Thunderlane: (from o.s.) Then I bet it’ll work for these little guys too!

(Cut to the campers, who turn away from the stage to get a good look at the speaker—Thunderlane, now clad in his Wonderbolt flight suit, goggles propped on forehead, and accompanied by a rather sullen Rumble. Zoom in on these two to the sound of a collective awed gasp; Thunderlane winks to them.)

Rumble: (to him) I thought you said we were gonna go practice for the Wonderbolts’ Ponyville Extravaganza show!

Thunderlane: I’m going to Wonderbolt practice. (ruffling Rumble’s mane) You’re going to cutie mark practice.

Sweetie: And we’re glad to have you!

(Accompanied by the campers’ charge toward the brothers. One of them, Skedaddle, addresses Rumble. Light blue unicorn colt, messy dark blue mane with yellow streaks, bright blue eyes.)

Skedaddle: I can’t believe your own brother is a Wonderbolt!

Scootaloo: (hastily) Uh, Rainbow Dash is practically my sister and she’s a Wonderbolt too!

(Her attempt to steal the spotlight gets her only a round of flat looks from the foals, who are quick to shift their attention back to Thunderlane and Rumble.)

Pip: (to Thunderlane) Do you know Spitfire?

Thunderlane: I know she’ll be mad if I’m late. (patting Rumble’s head) Now you have a good time and try some stuff. (chuckling) Who knows what you’ll be good at?

 

(Before him in the grass is a scatter of horseshoes. A light stomp on one flips it up so he can catch it in his mouth, and a toss of his head sends it across the clearing to clatter its way down the stake Scootaloo pointed out—a clean ringer. The crowd expresses its subdued admiration, with the exception of a sour-faced Rumble.)

Bloom: All right! Looks like we’ve found the first activity of the day—the horseshoe toss! (Hearty cheers.)

Thunderlane: Well, wish I could stay and play, but it’s time to fly! (lifting off) Have fun!

(Dark gray wings carry him up into a loop-the-loop, then back for one last roll and wide turn before he is gone. As before, every foal except Rumble wastes no time giving voice to his/her amazement. Cut to an extreme close-up of Scootaloo nipping up the horseshoe Thunderlane threw, then zoom out to frame all three Crusaders around the stake; she carries the projectile away.)

Sweetie: Come on, Rumble!

Bloom: Step on up and show us how it’s done!

(Stopping next to Rumble, Scootaloo removes the shoe from her teeth and offers it so he can glumly take it in his own, then escorts him to the throwing line.)

Kettle: (to Skedaddle) No way he’s as good as his brother.

(This remark does not go unheeded by the pegasus colt, whose eyes narrow in disgust. Once at the line, he does little more than simply open his mouth to let the shoe clank down at his hooves.)

Rumble: (with feigned disappointment, fading away) Whoops. Aw, guess I won’t be getting my cutie mark in the horseshoe toss.

Sweetie: Don’t worry about it, Rumble. (as Bloom nods) Hardly anypony finds their calling on the first try. (Cut to him.)

Rumble: Eh, I wasn’t worried. (Zoom out to frame Scootaloo alongside.)

Scootaloo: Good! (She throws a foreleg across his shoulders.) ’Cause there’s a ton of other stuff to try. We’ll find you something you’re good at.

(The cheers from the rest of the group only serve to deepen his general distaste for the proceedings, and his sigh underscores it. The Crusaders’ flag waves past the camera on a pole, the view wiping behind it to a long shot of the foals gathered at the lakeshore. In close-up, Scootaloo dons her trusty crash helmet, picks up a double-ended oar, and demonstrates its use. A zoom out frames two campers already in the water, helmeted and life-vested, and starting to get the hang of maneuvering their kayaks. Scootaloo sets her oar down and glances away from them, surprise taking hold on her face; pan quickly in this direction to the third, capsized kayak seen earlier. It is positioned so that part of its length is on dry land, and she rushes over and flips it away to expose Rumble—also with helmet and life vest, but hunkered down to play hooky and enjoy a drink.)

Rumble: Whoops.

(Wipe to a pan along a row of foals practicing archery. The lower ends of their bows are attached to tree stumps, and they are up on their hind legs to aim and fire suction-cup arrows. Sweetie watches as their shots hit the targets with varying degrees of accuracy, then turns to find Rumble lackadaisically nocking an arrow and letting it fall even before he releases the string. All have shed their kayaking gear.)

Rumble: Whoopsie.

(Wipe to a close-up of a crank-operated phonograph on which a record is playing, then cut to a close-up of four sets of young hooves. Three are practicing a dance step in unison, Bloom’s among them, but Rumble remains motionless at the far end. A longer shot picks out the other two members of this class, who giggle along with Bloom as he glares at them with clear contempt. All four are up on the stage, while the phonograph rests on a small barrel just past one end. Bloom diverts her attention to give him a worried look, to which he responds by listlessly shifting one hoof and immediately falling off the stage. By the time the yellow filly can get over there, he has shifted to lie on one side.)

Rumble: Whoops.

(Concern takes hold as she lets her head drop ever so slightly. The entire scene is pulled away as if it were a book page being turned; behind it; wipe to a an extreme close-up of a pencil held in a magical aura to write a line on a sheet of paper. A longer shot frames the campers gathered around a long table under a canopy, the Crusaders watching from not far away; Scootaloo has removed her helmet. All campers except Rumble are working on their own compositions, and the pencil is being manipulated by Skedaddle.)

Skedaddle: (reading from page, sounding out one syllable at a time)        

“The first and last lines

                        Have five syllables, but the

                        Middle has seven.”

(proudly) It’s called a haiku.

(Pan slowly down the length of the table to stop on an unenthused Rumble, the only one whose paper is blank. As soon as he touches the pencil in his teeth to it, the tip breaks and he spits it away.)

Rumble:                                         Whoops. I’ve tried it all.

(shrugging, propping head on front hooves)        Time to tell my brother this

                                                Camp isn’t for me.

(The Crusaders approach.)

Scootaloo: Come on, Rumble. Isn’t it fun just trying stuff?

Rumble: Not really.

(He pushes his seat back from the table and flies off, the view shifting to an overhead shot of the table and canopy as the three aim worried eyes toward him and each other. Fade to white, which immediately retracts to become a gleam on Kettle’s haunch that fades to show a brand-new cutie mark of a quill pen writing a line. Zoom out to frame the overjoyed filly holding a paper and surrounded by cheering onlookers.)

Kettle: (reading)                “Haiku cutie mark!

                                And I never would have tried

                                Without Skedaddle.”

(The blue colt blushes at the mention of his name.)

Bloom: That’s what Cutie Mark Day Camp is all about.

Sweetie: Working together and helping each other. (Cheers.)

Kettle: But I can still come back, right? And maybe paint some circles?

Scootaloo: Of course! Let’s all meet right back here tomorrow.

Campers: Hooray!

(All clear out, leaving the Crusaders to themselves.)

Sweetie: Wow. I can’t believe we got a cutie mark on the first day!

Bloom: Yep. This camp was a pretty swell idea. Everypony’s really enjoyed it.

Scootaloo: (sighing heavily) Everypony except Rumble. He didn’t have much luck with anything.

Sweetie: Trying to find out what you’re meant to do can be frustrating. You remember how long it took us to get our cutie marks?

Bloom: (shuddering) I remember the nightmares.

Scootaloo: Well, we can’t let Rumble quit camp just because he didn’t find something he’s good at.

Sweetie: We’ll just have to convince him to come back and try harder.

Crusaders: (nodding) Mmm-hmm!

(They fall in line and walk purposefully away. Dissolve to an aerial obstacle course set up before three banks of bleacher seating in a clearing. Various Wonderbolts are going through their paces on it, and blue banners with yellow lightning bolts hang on poles behind the seats—this is the venue for the show whose practice Thunderlane left to attend earlier in this act. As Rumble watches, the only denizen of the bleachers, his brother does a few sharp turns to maneuver through the cloud hoops set before him. The high-speed moves shake the youngster only partway out of his deep blue funk before the Crusaders approach.)

Scootaloo: Hey, Rumble!

Rumble: What are you all doing here?

Scootaloo: We just wanted to apologize for not finding anything you liked today.

Rumble: (standing up, walking down bleachers) Oh. Whatever. It’s fine. (Bloom intercepts him.)

Bloom: It’s not fine! It’s frustrating, and we know what it’s like.

Rumble: I’m not frustrated! (Down to ground level.)

Scootaloo: It’s okay. We’ve all been there. But we won’t give up on helping you.

Sweetie: We know you’ll get your cutie mark. (rearing up) Everypony does.

Rumble: Actually, I don’t need your help, because I don’t want to get my cutie mark!

(Three more-or-less vertical panels slide in to fill the screen, each presenting a close-up of one gobsmacked Crusader.)

Crusaders: What?!?

(Snap to black.)

Act Two

(Opening shot: fade in to the three fillies as Rumble strides away past them.)

Bloom: I-I…I must have hay in my ears, because I thought I just heard Rumble say— (He stops and glares scornfully back over his shoulder.)

Rumble: You heard right! (stomping) I don’t want my cutie mark!

Sweetie: (gasping deeply) He said it again!

(All three hurry to cut off his resumed departure.)

Scootaloo: Not wanting a cutie mark is like not wanting to breathe!

Sweetie: Everypony wants to know what they’re meant to do!

Rumble: Hmph! Not this pony!

Crusaders: Why?

Rumble: Because cutie marks are silly! And…and they just force you into one thing your whole life!

Sweetie: That’s silly. Having a cutie mark doesn’t mean you can’t do other things.

Bloom: Yeah! Our cutie marks are in helpin’ ponies with their cutie marks, but I still like makin’ potions with Zecora.

Rumble: (dryly) And when was the last time you did that? (The query catches Bloom off guard.)

Bloom: (stammering) Um…I-I-I-think it was…uh…

(She scratches the back of her head and begins to sweat, and the smile she offers up does nothing to shift Rumble’s skepticism.)

Bloom: …well, we’ve been pretty busy helpin’ other ponies lately.

Rumble: Oh! You mean doing the thing you got your cutie mark for? The thing you’re stuck doing for the rest of your life?

(Bloom’s spirits sink right down to her hooves, her eyes shining as if she might dissolve into tears at any instant, but she rapidly snaps back to herself as Sweetie crosses to her.)

Sweetie: Okay. Maybe we will be doing that more than anything else. (Both smile.) But we love being Cutie Mark Crusaders.

Rumble: Well, that’s fine for you, but I’m not gonna be put in a box! (He flies off.)

Scootaloo: (to Bloom) A blank flank who doesn’t want a cutie mark? That’s gotta be the strangest thing I’ve ever heard.

Bloom: Granny always says, “Some ponies have to find their own hay.”

Scootaloo: Are you sure she didn’t mean “find their own way”?

Bloom: Oh. That would make more sense. (Cut to Sweetie.)

Sweetie: I can’t believe Rumble isn’t interested in getting his cutie mark either, but we can’t force him. (Zoom out to frame all three on the following.)

Scootaloo: And we’ve got a whole camp full of other ponies who are interested in cutie marks.

Crusaders: (nodding) Mmm-hmm!

(They start for home. Wipe to an oval racetrack in a meadow; several cloud hoops are already in position just above it, and Rumble brings another one down. After a quick look to make sure he is alone, he backs up into the sky and rubs his front hooves together.)

Rumble: And here he comes. (Charge down, threading through the hoops.) The fastest, most elite flyer in Equestria…

Thunderlane: (flying up past him) Thunderlane!

(The disruption sends the colt bouncing and yelling into the grass beyond the track’s edge. After a long, dizzy moment, he shakes his head clear with a groan as Thunderlane walks over to him.)

Rumble: I was gonna say “me.” You’re not the only pegasus in the family, you know!

Thunderlane: Well, sorry, little brother. You’re right. (pulling him upright) You might be the most elite flyer in Equestria someday, but for now, you should try other things too. (poking his shoulder) Speaking of which, aren’t you supposed to be at camp?

Rumble: (pushing him away) Pfft! That camp is for losers who can’t do anything.

Thunderlane: (smiling) Great! So there’s no pressure. (Cut to Rumble; he continues o.s.) You could try everything and not be worried about looking bad.

Rumble: I’m not worried about that. I just don’t want to get a cutie mark in any of their ridiculous activities.

Thunderlane: Well, you’re still going back tomorrow. (Smile; wrap a wing around Rumble.) You can’t be a blank flank forever.

(Close-up of the little guy, whose mind starts to work after Thunderlane backs away.)

Rumble: (to himself, smiling wickedly) Ahhh…

(Dissolve to the lakeshore, zooming in slowly on the cabins set back from it. A school bell rings out; cut to a close-up of a wall clock and zoom out. It is above a window in one cabin, and Sweetie is looking up at it.)

Sweetie: All righty, Cutie Mark Campers! That’s it for jam making!

(Longer shot: all the campers but Rumble are seated around a long table, with several freshly filled jars and a bowl full of the stuff before them. The tablecloth and a handy dishtowel are both liberally stained, as are various bits of Pip, and the Crusaders have been supervising.)

Pip: But this is fun! And I didn’t get my cutie mark yet. What if I’m not good at anything else?

Scootaloo: (circling to him) You don’t get a cutie mark just because you’re good at something, or even because you like it. There’s more to it than that.

(A light yellowish-brown hoof bearing a glob plants itself on the table and begins to draw a curve; cut to Kettle sketching it out. Several sheets marked with her previous tries are tacked up on the wall behind her.)

Kettle: I’m real good at painting circles—

(If nothing else, this particular one shows one improvement: the form is fully closed in.)

Kettle: (showing her haunch) —but I got my cutie mark in haikus. (Skedaddle zips over.)

Skedaddle: Which is what I like! (Kettle licks her hoof.) But— (Sigh.) —I’m still a blank flank like you.

Pip: (from o.s.) So— (Back to him.) —you can’t get a cutie mark in something you like?

Bloom: Now we didn’t say that. (Sound of the door being thrown open.)

Rumble: (from o.s.) You don’t have to!

(Pan quickly to him, shifting his stance from leaning cockily against the doorframe to standing on all four hooves.)

Scootaloo: Rumble! You came back!

Rumble: (very snarky) Say bye-bye to painting circles. You’ll be too busy haiku-ing from now on!

Kettle: (small voice) But…I like circles.

Bloom: Come on, Rumble. That’s not how cutie marks work.

Pip: (crossing past her) So…that’s how cutie marks work?

Bloom: (needled) Am I speaking Old Ponish? (Cut to the others, abandoning their seats; she continues o.s.) I just said it wasn’t!

(The six campers gather before the renegade; both Pip and Kettle’s hoof are now clean.)

Stoptime swing melody with horns and drums, fast 4 (B major)

Spoken lyrics are in square brackets

Rumble:                Cutie marks are great, they say

                        [Pfft! Yeah, right!]

                        They make you special in your way

Flute/glockenspiel in

(He crosses to Kettle and points at her new mark.)

                        But that special mark that’s just for you

(Jump onto the table.)

                        Will erase the stuff you like to do

Stoptime ends; electric bass, finger snaps, piano accents in

All other instruments out except for light percussion

(He slings the contents of the bowl at the camera; as the jam drains away, the view changes to show him leading the campers through the grass outside the cabin.)

Kettle: So no more painting?

Skedaddle: No more haiku? (Sweetie hurries to catch up.)

Sweetie: Rumble, stop! That’s just not true!

Piano/snaps out; bass, percussion, mandolin in; Indian accents for next two lines

(Close-up of a hypnotized cobra rising slowly into view. A turban-clad colt is playing a flute to charm it, but Rumble pops out from the headwear and steals the instrument.)

Rumble:                So you’re good at charming snakes

                        [Too bad!]

(A cake topper consisting of a pyramid of happy foals under a rainbow rises into view; zoom out as a dissolve shifts the action to a kitchen, where a filly is presenting Rumble with a cake. He casually sweeps it into a trash can.)

                        Or you bake delicious cakes

                        [Oh, well]

Mandolin out; horns in

(A tree passes the camera; behind it, wipe to Skedaddle taking archery practice outside. Rumble peeks out from a nearby tree and grabs the lower portion of the bow.)

                        Maybe there are lots of things

That you like to do

Stoptime

(The string snaps back into place, sending Skedaddle flying instead of his arrow; he covers his eyes as he hurtles toward the target and ends up getting stuck in it.)

                        Well, your options get pretty stark

                        Once you got that cutie mark

Stoptime ends; woodwinds, strings, glockenspiel in for next two lines

                        

(Rumble yanks Skedaddle loose and trots across the campground, followed closely by a confused Kettle, Skedaddle, and the snake-charmer colt, now without his turban.)

Rumble:                Blank flanks are better, nopony to tell you who you have to be

(Kettle glances uneasily at her mark, and the rest of the campers fall in as he shoots skyward.)

                        Blank flanks are better, keep your spirit soaring free

(He touches down on the stage and paces sideways; the others sit before him.)

                        So listen up, ’cause I ain’t lying, don’t need no mark, so why keep

                             trying?

(Now he works his way down the line behind them, ending with Pip.)

                        If you like just being you, then keeping that blank flank blank is the

                             thing to do

All instruments out except bass and drums; flute accents on next eight lines

(He pulls a new scene down like a windowshade, presenting four campers standing under a spotlight.)

Campers:                [Blank flanks!]        (Scootaloo and Pip pop up in the fore.)

Scootaloo: Cutie marks don’t limit you!

Campers:                [Blank flanks!]        (Bloom leans in.)

Bloom: They only show you what you can do!

Campers:                [Blank flanks!]

Pip: But…what if you can’t do a thing?

Campers:                [Blank flanks!]

Pip: These cutie marks are frustrating!

Mandolin, horns in

(An oar sweeps across the screen, wiping the view to a close-up of the side of the camp rowboat on the lake. Zoom out; Rumble is singing to Kettle, Pip, and Skedaddle as these three paddle along. All four are wearing helmets and life vests.)

Rumble:                You say there’s nothing you can do

Others: Yeah, exactly!

(Rumble throws Pip’s oar overboard.)

Rumble:                A blank flank is the way for you

(The brown/white colt shrugs to his fellow rowers, who jettison their oars in turn. Extreme close-up of Rumble’s face, zooming out; he is airborne and without the safety gear.)

Stoptime; mandolin out

                        It’s no work to just be who you are

(He produces a spyglass and peers through it; zoom in on the free end, which captures an image of himself wearing sunglasses, which he tips down to throw off a barrage of cutie marks.)

                        No hunt to be some cutie star

(“Star wipe” to the immobilized canoeing trio; he leaps back into the craft, helmet and vest in place again, then circles around to push it ahead.)

                        You’re perfect just being you

                        Don’t bother with what you cannot do

Stoptime ends; woodwinds, glockenspiel in for next two lines only

Capitalized lyrics are sung/shouted by campers in unison with Rumble

(The resulting wake sends out a cascade of water, which drains to show all the other campers but Pip on the shore; those who were in the canoe have shed their gear. Kettle daubs some yellow paint onto her haunch to cover her cutie mark as Rumble soars overhead and struts past the Crusaders, having also removed his helmet/vest.)

Rumble:                BLANK FLANKS are better, nopony to tell you who you have to be

(A quick loop puts him into a hover above these foals; from here, he buzzes down past them and bursts up through a cloud to silhouette himself against the sun.)

                        BLANK FLANKS are better, keep your spirit soaring free

(A flash of white, and down he comes, landing to lead them in a trot across the site.)

                        So listen up, ’cause I ain’t lying, DON’T NEED NO MARK, so

     why keep trying?

(Now he approaches the uncertain Pip, who regards his own unmarked haunch sourly.)

                        If you like just being you, then keeping that blank flank blank is the

                             thing to do

(A hard push sends the Trottingham nature tumbling against Skedaddle; he starts to march and sing in time with the rest of them.)

Campers:                Blank flanks forever

Blank flanks forever and ever

Blank flanks forever

                        Blank flanks forever and ever

Rumble: (over previous four lines) That’s it, blank flanks! Be proud of who you are! You don’t need some phony pony telling you you’re just one thing!

(Overhead view: they are circling around him, and he rises toward the camera.)

Campers:                Blank flanks

Rumble:                [Blank flanks!]

Campers:                Forever

Rumble:                [Forever!]

Campers:                Blank flanks forever and ever

(Reaching the apex of his flight, he darts down to land at the center of the other six, who slide together into a final pose.)

Rumble, Campers:                Blank flanks

Song ends

Pip: Whoopee! (All disperse in Rumble’s general direction.)

Bloom: (stomping) Now wait just an apple-pickin’ minute, Rumble! Where do you think you’re leading our campers?

Rumble: (trotting to Crusaders) They’re not your campers anymore. I’m starting a new camp.

(One gray hoof scratches a line through the grass and into the dirt beneath, putting the Crusaders on one side and the rest of the foals on the other.)

Rumble: Everypony on this side of the line is in Camp Blank Flanks Forever!

(His new adherents cheer this declaration with gusto.)

Scootaloo: Whoa, whoa, whoa! You can’t be a blank flank forever! (They gasp.)

Rumble: That’s just the kinda talk I’d expect to hear from Camp Cutie Mark— (smiling smugly) —which is why blank flanks need a camp where we can enjoy being blank flanks and appreciate our blank-flankiness without feeling pressured to get a cutie mark! (More cheers.)

Scootaloo: Now hold on, everypony.

Rumble: Blank flanks forever! (He gallops off.)

Campers: (chanting, following him) Blank flanks forever! Blank flanks forever! Blank flanks forever! Blank flanks forever!

(They trail off into cheers and whoops, vanishing behind a distant stretch of bushes, as the Crusaders can only stare in purest disbelief.)

Sweetie: What just happened?

Scootaloo: Has everypony gone mad?

Bloom: In a word, yes.

(Fade to black.)

Act Three

(Opening shot: fade in to Bloom pacing the floor in the jam-making cabin as Sweetie uses her magic to stack the filled jars into a pyramid.)

Sweetie: I just can’t see what we did wrong. I thought everypony was having fun.

Bloom: (sourly) They were until that Rumble came and made a mess of things.

(Scootaloo has taken up a post on a stool at one window and is peering through a spyglass.)

Bloom: What are they doin’ now? (She and Sweetie approach.)

Scootaloo: It looks like…whatever they want.

(At a tap from Sweetie, she vacates her perch; the young unicorn exerts her field over the scope and gets her eye to it while propping her forelegs on the stool. Cut to her perspective, panning slowly across a clearing in which the foals are doing much the same activities as they were before, including a bit of on-land kayak rowing practice. Rumble is napping under a tree; on the start of the next line, cut to just outside the Crusaders’ window, Sweetie’s eye magnified by the spyglass lens.)

Sweetie: Honestly, it’s not all that different from what they were doing here. (She lets it drop on the next line.)

Bloom: Then what was the point? (Inside: Scootaloo has caught it in close-up.)

Scootaloo: (bitterly, collapsing it) Point is that Rumble is a mad-pony who must be stopped!

Sweetie: (from o.s., touching her) Now calm down, Crusaders. (Cut to all three; she is down off the stool.) We just need to talk to him again. The key is to remain calm.

(She allows herself a confident little smile, an instant before the view cuts to a close-up of them standing among the camp cabins. Scootaloo no longer holds the spyglass, and Sweetie is gritting her teeth hard enough to fracture the enamel.)

Sweetie: (borderline unhinged) CUTIE MARKS…MAKE YOU…SPECIAL!!

(Cut to a long shot of them and Rumble’s faction, on opposite sides of the line Rumble drew, during this last. The dirt that clung to Rumble’s hoof when he drew the line of demarcation is now gone.)

Rumble: (stomping) By putting you in a special little box!

Sweetie: (leaning toward him) SPECIAL!!

Rumble: (ditto; they butt heads) BOX!!

(Bloom pushes her colleague back with a conciliatory little smile.)

Bloom: Come on, Sweetie Belle.

(The smile becomes a half-panicked grin as she quickly drags Sweetie back from the line.)

Bloom: I think you remained calm long enough.

(The murderous look in the green eyes shifts to a penetrating stare, which zeroes in on the splotch of paint that hides Kettle’s quill mark.)

Sweetie: (eyes popping wide) Kettle Corn, you covered your cutie mark?

Kettle: (pacing toward her)        I’m blank flank again,

Keeping my options open.

I’m more than haikus.

Sweetie: You just haiku-ed right then!

Rumble: (to Kettle) Don’t let them get in your head! You’re an open-ended question. Blank flanks forever!

Campers: Blank flanks forever!

(As they trot away from the face-off, Scootaloo deliberately lifts the spyglass—fully extended—and collapses it as if wishing it were Rumble’s skull. Bloom and Sweetie shoot highly concerned glances her way. Wipe to Pip hurrying along a trail.)

Pip: Blank flanks forever!

(He reaches Kettle, who is painting at an easel, and Skedaddle, who stands before a couple of horseshoes on the ground.)

Pip: Blank flanks forever!

(The two colts each get one in their jaws and let them fly, but Pip’s throw clatters to the dirt only a couple of feet ahead of him while Skedaddle scores a bang-on ringer.)

Pip: Whoa! You’re cracking great!

Skedaddle: Thanks! (Sudden, scared gasp.) Oh, no! What if I get a cutie mark in it?

Rumble: (crossing to him) Then you’ll be stuck doing it forever! (voice raised) Blank flanks, no more potential cutie mark activities!

(Any enjoyment that Pip and Skedaddle may have had for their game evaporates in a blink, the latter sadly kicking away the shoe thrown by the former. All around the clearing, items and equipment are dropped or abandoned out of pure shock—with the exception of Kettle, who shrugs and continues painting a circle on her canvas. Dissolve to the Crusaders standing dispiritedly at the end of the dock that juts into the lake as an oar drifts past; Scootaloo is no longer carrying the spyglass.)

Sweetie: Well, Cutie Mark Day Camp is a bust.

Bloom: (smiling) No, it isn’t. It’s a swell idea! We just can’t seem to talk any sense into that…that Rumble.

(A boom of thunder shakes the trio out of their down-in-the-mouth reverie, and in short order the source appears over the hills on the far side. Three Wonderbolts are flying in formation, leaving dark gray cloud trails behind themselves, and Scootaloo pays close attention as they arc from sight among the hills on their shore.)

Scootaloo: Maybe we can’t…but I bet I know somepony who can!

(Her determined grin sparks Bloom and Sweetie to trade smiles—calculating for the former, hopeful for the latter. Wipe to one ring in the obstacle course seen in the airshow venue at the end of Act One; after three ace flyers have gone through it one by one, the camera tilts down to frame Thunderlane addressing the Crusaders.)

Thunderlane: Let me get this straight. My little brother upended your entire camp? How in Equestria did he do that?

Sweetie: Well…

(After a deep breath that packs her lungs with every molecule of oxygen they can possibly hold, she begins to tell the tale at a speed that would earn the undying respect of Pinkie Pie.)

Sweetie: …it started when he couldn’t toss a horseshoe or paddle a kayak or shoot an arrow or use a pencil, and we felt bad that he wasn’t good at anything, but now he doesn’t want a cutie mark at all because he’s afraid he’ll get stuck doing something he doesn’t like forever, you know?

(Cut to a thoroughly puzzled Thunderlane and back during this torrent of verbiage. Once it subsides, Sweetie pulls in another bushel or two of air.)

Thunderlane: No, I don’t. Rumble’s good at all that stuff.

Bloom: Well, that doesn’t make a lick of sense. (An idea occurs to her.) Unless…he was bein’ bad at stuff on purpose!

Thunderlane: (sighing) I was afraid of this.

Scootaloo: Afraid of what?

Thunderlane: Ever since I became a Wonderbolt, Rumble’s either watching me or trying to fly like me. (Close-up.) He won’t do anything else. That’s why I thought your camp was such a good idea.

Scootaloo: (from o.s.) I don’t understand. (All four again.) If Rumble wants to be a Wonderbolt someday, what’s wrong with that?

Thunderlane: Not a thing. But right now, he isn’t even giving anything else a chance.

Bloom: (smiling, cocking an eyebrow) Sounds to me like Rumble isn’t afraid of bein’ put in a box at all.

Sweetie: It doesn’t?

Bloom: Nope. I think Rumble’s already picked out a box. (pacing) He’s afraid he’ll get a cutie mark that’ll keep him from it.

(The sound of tearing air accompanies a zoom out that frames the other Wonderbolts flying the course above the four ponies’ heads. Wipe to Rumble and company now lying listlessly among the trees of their campsite, with the exception of Skedaddle hanging upside down from a branch. After some seconds of nothing whatever happening, the face-down Pip lifts his head from the grass.)

Pip: I don’t know how to say this, Rumble, but… Blank Flank Forever Camp is kinda…

Skedaddle: Boring?

Rumble: If we want to stay blank flanks, we can’t risk doing stuff.

Skedaddle: What if I get a cutie mark in being bored?

Scootaloo: (from o.s., distant) Attention, blank flanks of Cutie Mark Day Camp!

(Startled, he falls out of the tree; all others except Rumble get up and start moving eagerly toward the voice, and it takes Skedaddle only a moment to stand and follow them. Laughing and chattering among themselves, the six foals approach the Crusaders on a stage set up among the cabins—but stop short of crossing the line that separates them from it. Pip touches one front hoof to the grass beyond and draws back as if it were red-hot. This stage has bunting strung along its edges and a string of pennants overhead, and no log/stump seats are set up before it.)

Sweetie: The Cutie Mark Crusaders are pleased to announce today’s special guest… (gesturing overhead) …Thunderlane!

(The dark gray stallion swoops down right on cue, leaving his cloud contrail, and pulls up to a hover. He has his goggles down over his eyes for the first time this episode.)

Thunderlane: Hey, everypony! It’s me!

(Only now does Rumble join the gathering. Big brother barrels down toward them, producing enough wind to stir leaves and manes and bring a round of awed murmurs. He follows this up with a string of loops and another pass.)

Bloom: Anypony who’s interested, gather ’round for a day of camp activities with a genuine Wonderbolt!

(The special guest drops straight down for a four-point landing and puts his goggles up with a grin.)

Skedaddle: Uh, sorry, Rumble, but…cutie mark or not, I’m not missing out on this!

(He hops the line and gallops off, followed by Kettle and a colt as Rumble glowers after them. These three surround Thunderlane.)

Kettle, Skedaddle, Colt: Whoa…

(Thunderlane hefts Skedaddle on a foreleg; pan to the stage, where Bloom and Sweetie trade a high five and Scootaloo gives them a smile. A dissolve frames the returnees, sweating mightily and grunting with the effort they are using to pull a rope that runs through their jaws. A longer shot puts Thunderlane on the other end, holding his ground without any visible effort but letting them have their fun. Another of Rumble’s campers changes sides, and the view cuts to a close-up of a horseshoe rattling its way down a stake to score a ringer. Zoom out; Thunderlane and the four foals are at the far end, and the stallion ruffles the new arrival’s mane in congratulation for making the throw.)

(The last filly on Rumble’s side tiptoes sideways toward the line just a bit, then a bit more, then a tiny bit more, and finally peels out at top speed to leave only him and Pip. With an apologetic grin, the little pinto bounds over the border to join the others. Cut to inside one cabin, whose wall is lined with Kettle’s circle paintings; Thunderlane and Pip are at a table, putting the finishing touches on a Popsicle-stick model of the Castle of Friendship. Once these pieces are in place, both laugh and the camera zooms out through one window to frame Rumble looking on from a few yards off. He turns his rancorous glare away, a fair bit of self-doubt creeping into the narrowed eyes, and makes to return to his own territory.)

Bloom: (from o.s.) All right, campers! (He stops.) It’s time for our last activity of the day! (Cut to the Crusaders on the stage.)

Sweetie: (pointing to one side) A Wonderbolt obstacle course!

(Pan quickly in that direction to a course lined with various challenges: hurdles, zigzag tire run, hoops on poles to jump through, and so on. The camera drops back to a slow pan across the path.)

Sweetie: (from o.s.) Just like the one they’ll fly through in their upcoming show! (Back to the stage.)

Scootaloo: But on the ground, since not everypony has wings.

(Six foals cheer and stampede toward it, leaving Rumble alone beyond the line. He gazes ruefully down at it, extending a foreleg to step over and then pulling it back as old convictions war with new circumstances in his mind. Finally he gathers himself and the four gray hooves advance into what he had considered to be enemy terrain; realizing that the planet has not spun off its axis, he breaks into a huge grin and gallops to join the others. A look at the obstacle course shows him the fun that the other foals are having, but Thunderlane is nowhere to be found among them. A glance across the clearing informs him that the Wonderbolt has switched his goggles for a chef’s white toque and is tending a cooking pot near a canopy-covered table. A close-up shows that said table is already loaded with various foodstuffs; Rumble crosses to Thunderlane, properly confounded.)

Rumble: Thunderlane, aren’t you gonna run the course?

Thunderlane: Nope! I know I’m a Wonderbolt and my cutie mark is all about moving fast, but I really like to cook!

Rumble: Since when?

Thunderlane: Oh, we take turns making the meals at Wonderbolt HQ. I didn’t want to at first, but now I love it. I just wish I’d tried it sooner. (Wink.)

Rumble: You do?

Thunderlane: Of course! There’s more to me than just flying. (holding a mixing spoon out to Rumble) And I bet there’s more to you too.

(After a moment’s internal struggle, Rumble smiles gratefully and takes the handle in his mouth, earning a warm smile from his brother. Wipe to a slow pan along the lakeshore; two colts are preparing to shove off for a rowing excursion as the mud-splattered Crusaders, Kettle, and Skedaddle return to camp and an equally filthy Pip gallops ahead. Kettle has washed the paint off her haunch to display her cutie mark for all to see.)

Kettle: (to Bloom)         Obstacles are fun!

                        Running free through mud and dirt

                        Beats circle painting!

Bloom: That haiku pretty well sums it up.

(They gallop past Thunderlane and Rumble, who have moved the cooking pot to stand in front of a cabin, but Scootaloo stops for a brief look before hurrying to rejoin her fellow camp counselors. Now Rumble wears a toque of his own and is stirring the chow.)

Scootaloo: Looks like Thunderlane was right about the obstacle course getting Rumble to come back over.

Sweetie: (calling out) Hey, Rumble! Aren’t you gonna do our Wonderbolt course?

Rumble: I’m cooking today. Maybe I’ll do the course tomorrow.

Bloom: So you’re comin’ back tomorrow?

Scootaloo: You’re not worried about getting your cutie mark?

Rumble: Nah. I already know I’m a good flyer. It kinda runs in the family. I guess it’s time to see what other stuff I can do.

(Pan from him to Thunderlane, who utters a sotto-voce chuckle accompanied by a flick of both eyebrows—a gently ribbing “I told you so.” With a round of smiles and grins, the Crusaders stack up one mud-caked hoof each to celebrate bringing the obstinate little colt around. Tilt up to the camp flag waving in the breeze and fade to black.)


ONCE UPON A ZEPPLIN

Written by Brittany Jo Flores

Produced by Devon Cody

Story editing by Joanna Lewis, Kristine Songco, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Notes:                The title is presented here exactly as seen in the original on-screen credits.

All lines marked with one asterisk (*) are heard over a loudspeaker.

All lines marked with two asterisks (**) are amplified and delivered by the

speaker while on camera.

Prologue

(Opening shot: fade in to the uppermost portions of two stacks of documents within the library of the Castle of Friendship—tall enough to reach the top of the windowed archway visible between the sets of shelves. Twilight Sparkle’s magic floats a page up onto one stack and retrieves the topmost one from the other; tilt down to follow its journey onto the table at which she sits. An additional, much shorter stack of paperwork rests to either side of her, and she wearily props her chin on one front hoof while levitating a quill to begin writing. Extreme close-up of the implement, whose tip breaks at the end of a line.)

Twilight: (from o.s.) Oh!

(Back to her; as she floats it up with mild annoyance, Spike pops up at tableside with a small flat case in hand and opens its lid. Inside are several spare quills, one of which she takes in her field; almost as soon as he closes the case, his eyes shrink to points and a loud rumble begins to emanate from points farther south. Violet cheeks bulge, and the mouth unleashes a fiery green belch that drops a scroll on Twilight’s table. Once the little dragon is sure that the spasm is past, he sighs with relief and wipes his forehead.)

Spike: Thank goodness. I thought I had too many deep-fried gems. (Big grin.)

(Twilight smiles in return and opens the scroll with her aura to read, mumbling her way quickly through a few words before speaking aloud.)

Twilight: It’s from my parents! (standing, floating letter alongside, trotting in place) Spike, they won a zeppelin cruise and get to take the whole family!

(A sudden realization snaps her out of celebration mode, and the sheet flutters to the floor as she casts a concerned eye over the papery skyscrapers awaiting her attention.)

Twilight: (moaning sadly, turning to them) I wish I had time to go with them. (floating quill up) But there’s just too many princess duties I have to take care of.

(A fresh page drifts down in her control and gets ink put to it; now Spike takes up the dropped missive, having put away the case of quills.)

Spike: Come on, Twilight. Even Princess Celestia takes a break sometimes, and she raises the sun.

(His hopeful grin finds no purchase against the unwilling scrivener’s glumness, so he sets the letter down and rearranges his features into a look of stolid determination. Smoothing the scaly hide of his arms back as if rolling up the sleeves of an imaginary shirt, he begins to push her across the floor to the sound of her surprised yelp.)

Spike: You need a vacation. (Stop at an open door.) I can keep track of the friendship log, boost community morale— (producing/opening case and holding up a quill) —and answer fan mail for a few days. (Close it; head back toward the table.)

Twilight: But, Spike, you’re as much a part of my family as anypony. I can’t just leave you here to do all that work.

(By this point, he has reached the laden table and started in on the mass of forms, standing on the cushion where she had sat.) 

Spike: (voice raised) Whaaat? I can’t hear you! You’re on vacation! (She grins at the joke.)

Twilight: (laughing) I guess I could use a little time off from being a princess. You’re the best, Spike!

Spike: I know.

Twilight: I’m gonna go pack everything neatly into one suitcase! (She trots out and down the corridor.)

Spike: (to himself) Wait for it… (Long pause.)

Twilight: (distant, from corridor) CRUISES HAVE ACTIVITIES, RIGHT? I SHOULD PROBABLY MAKE A SCHEDULE?

Spike: (to himself, smugly) There it is.

(He goes back to writing as the view fades to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long shot of an airship docked at the edge of the mountain plateau on which Canterlot is situated. The craft has three decks, with an enclosed bridge or pilothouse on the topmost one, and is done in white and gold with two-tone blue fins jutting from the forward portion of the hull near the mast. The gas envelope is striped in pastel pinks and blues, with a gold support frame, and clusters of loudspeakers hang from the lower surface. It is daytime, and a steady procession of chattering ponies follows a long ramp to board the vessel as the camera zooms in slowly. A close-up picks out Twilight’s family among them—parents, then Twilight herself with saddlebags on, and Princess Cadence and Shining Armor with Flurry Heart riding in a covered, wheel-less stroller under Shining’s telekinetic control.)

Mrs. Sparkle: Oh, gee. I am really looking forward to a relaxing vacation.

Mr. Sparkle: (aside, snickering, to Twilight) Watch out. She won’t admit it, but when your mother says “relaxing vacation,” she means “doing something crazy.” Last time, she ended up bungee-jumping over Luna Bay.

Mrs. Sparkle: What was that, hon?

Mr. Sparkle: (caught off guard) Oh, I was, uh, just telling Twilight about my new, uh, bingo strategy book. (laughing) It’s a real page-turner. (Wink to Twilight.)

Shining: Oh, I can’t wait to get on this zeppelin and fly like a pegasus!

Twilight: (smirking) Really? I remember you getting airsick on Admiral Fair Weather’s Wild Ride at Pony Island.

(The royal couple’s eyes pop very wide as she continues along the ramp—Shining’s out of embarrassment, Cadence’s out of surprise at hearing this tidbit for the first time as she stifles a giggle.)

Shining: (scoffing) Oh, please! I grew out of airsickness a long time ago.

(As the family steps aboard, the overhead speakers come alive with a shrill whine of feedback and the voice of Iron Will—the minotaur assertiveness trainer from “Putting Your Hoof Down”—booms out over the crowd.)

* Iron: I hope you ponies feel welcomed aboard, because you are! (The speakers shut off.)

Twilight: Well, that was an…assertive welcome.

(Recall that neither she nor any member of her family ever met him in the flesh during that episode. As they move a bit farther in from the rail, a couple of ponies lean into view to gaze eagerly after them. Mooring lines are cast off from the cliff’s edge, and the great ship begins to pull away; extreme close-up of a beefy grayish-blue hand opening a throttle, then of the hull’s blue fins as they begin to undulate in response. Within moments, the zeppelin is breaking upward through the cloud cover and climbing through the clear blue sky above it.)

(Dissolve to a close-up of a pair of closed double doors onboard, each set with a round window. The tops of the family’s heads can be seen beyond these, and an extra horn exerts its field to swing them open. This one belongs to a unicorn porter stallion; Mrs. Sparkle floats up a coin purse and transfers a bit from it to his hoof, and he pockets it and magically tips his hat with a bow. As the passengers file in, murmuring excitedly and Flurry leaving her stroller to fly overhead, he departs to get about his other duties and shuts the doors. Zoom out to frame a spacious, well-appointed stateroom whose contents soon have all six smiling and talking excitedly among themselves.)

Mr. Sparkle: (chuckling, patting a couch cushion) Guess this is what it’s like to be big-time prize winners. I just wish I could remember what contest we won.

Twilight: Wait. You don’t know where this prize came from?

Mrs. Sparkle: When somepony offers you a free vacation, you just sign the paperwork and don’t ask questions.

Mr. Sparkle: (pulling her close) Especially when it means we all get to fly off together. (Cadence and Shining cross to them, the former holding Flurry.) What should we do first?

Twilight: (floating a sheet from her saddlebags, unfurling it) Well, I did categorize the ship’s activities and make a schedule organized by each of our interests.

(The fully unfolded document is quite lengthy and marked with rows of colored bars. A collapsible pointer rod is next to be pulled out and fully extended.)

Twilight: Dad, you’re easy. Bingo competition, right here. (She taps a spot; Mr. Sparkle leans in close.)

Mr. Sparkle: Oh, I just love how the numbers and letters are organized in their little boxes and… (Back off.) …it’s so satisfying.

Twilight: Shining Armor, they’ve got a tiny-boat race in a tiny pool, here. (Point it out; cut to Cadence/Shining/Flurry.)

Shining: (stroking Flurry’s face; she squeals happily) Aw, sis, only you would remember I love tiny things.

Twilight: (from o.s., floating schedule to them) And, Cadence— (tapping with pointer) —there’s a Pee-Wee Princess Playtime here that Flurry’s gonna love!

(Both items are magically pulled back as the little winged unicorn gurgles with joy.)

Cadence: Oh, wonderful! (Mrs. Sparkle hooks the schedule toward herself for a look.)

Mrs. Sparkle: Hmmm…this barrel jumping at Neighagara Falls sounds interesting. (Her husband smiles indulgently.)

Twilight: Eh.

(A moment’s levitation brings a quill from her bags to mark that event.)

Twilight: (tacking schedule to wall with her aura) I just want to see you all have a good time, and this works out perfectly— (floating a book out) —because we have room for the one thing I want to do.

(The cover depicts the two hemispheres of a globe. Cut to the rest of the family as the volume is propelled over to them and opened.)

Twilight: (from o.s., turning pages, pointing to one) Our ship passes the frozen north at sunset, which is the only time you can see the astrological phenomenon known as…the Northern Stars!

(Said pages prove to contain an assortment of maps and drawings of different terrain types, the last being a sketch of shooting stars over a mountain range. Back to her.)

Twilight: (giddily) It’s like the stars are shooting out of the setting sun!

(Appreciative comments among the ones capable of speech, and cheery burbles from the one who is not.)

Cadence: Well, we definitely don’t want to miss that. (Twilight shuts and bags the book.)

Twilight: Then it’s settled. (Check the schedule.) Hmmm…but we don’t have anything to do right now. Any suggestions? (Speaker feedback cuts in.)

* Iron: Attention, cruise ponies! Don’t let this zeppelin be a bore—leave your room and see the tour! (Shut off.)

Cadence: A tour could be fun.

(Noises of assent from those of all ages as Twilight leads them toward the door. Dissolve to a long shot of the zeppelin, now at cruising altitude, and cut to a close-up of one stretch of rail as Shining pops up at it with forelegs waving.)

Shining: I’m flying! I’m—

(His rapture comes to a screeching halt as his whole face turns a most unhealthy shade of green, cheeks and eyes bulge to alarming dimensions, and a few hairs pop loose on the three-tone blue mane. Evidently the airsickness that plagued him in his youth has not quite left him. A longer shot puts him on the main deck, at the prow; he claps a hoof to his mouth as Cadence approaches, carrying Flurry.)

Cadence: (humoring tone) I’m afraid Flurry may be airsick. Since I know that isn’t a problem for you, would you mind taking her below?

(He snatches his daughter up and is gone in a blink; now Twilight steps to the prow, having shed her saddlebags. Before either of them can speak, the speakers squeal their way into the scene.)

* Iron: Far to our right— (Ponies start to gather in.) —you can just make out the white tufts of Cloudsdale—

(They move in the stated direction and are treated to a good view of the aerial metropolis.)

* Iron: —where Princess Twilight Sparkle once toured the weather factory! (Shut off; murmurs among the crowd.)

Twilight: (to Cadence) How’d he know that? (to her parents, now behind her) And why announce it on a cruise?

(More hushed talking draws her attention to a knot of nearby passengers who are displaying varied degrees of glee, admiration, timidity, and reverence toward the foursome. The whole tableau puts Twilight just a bit ill at ease, but Cadence is quick to catch on to her mood.)

Cadence: (quietly, to her) Why don’t we move to the other side of the deck?

(The two Princesses ease away, followed by Mr. and Mrs. Sparkle, but again the speakers cut stridently into the proceedings.)

* Iron: We are now high enough to see all of Canterlot, even the royal tree where Princess Twilight and her brother Shining Armor were born! (Shut off.)

Twilight: What? That’s not right.

(The accuracy of this claim, or lack thereof, does not stop the other passengers from charging past her to gather at the rail and snap a picture or two. Mr. and Mrs. Sparkle are among them; their next two lines overlap slightly, a fair bit of laughter mixed in.)

Mrs. Sparkle: Ooooh!

Mr. Sparkle: Ooooh! (over her chatter) Well, let’s get down for that! (Twilight pops up next to them.)

Twilight: (pointing over rail) Um, you guys know that’s not where we were born. What are you so excited about?

Mr. Sparkle: Well, it is a really nice tree, sweetheart.

(His wife’s agreeing nod earns a slightly disgusted eye roll from their daughter, but she has very little time to stew on it before noticing a trio of nervously grinning passengers a short distance behind her. A fourth, this one a unicorn mare, zips up to get nose-to-nose with her.)

Mare 1: (with growing fervor) We just wanted to say how excited we are to be here!

(Her words also carry quite a bit of saliva into the light violet face.)

Twilight: (uncertainly, wiping herself off) Um…yeah. Us too.

* Iron: On our route north, we will pass the spires of the Crystal Empire, where Princess Cadence rescued her alicorn baby Spike from a monster made of fire!

(Close-up of the pink Princess on the end of this; now she gets a chance to look a trifle disconcerted as Twilight backs up to her.)

Cadence: Well, that doesn’t even make sense.

Mr. Sparkle: (from o.s.) Well, “Royal Grandparents” sounds a bit fancy, but— (Cut to him and Mrs. Sparkle, amid a group of camera-carrying ponies.) —of course you can take our picture.

(Ear-to-ear grins plaster themselves on the blue and gray faces as the shutterbugs click away.)

Twilight: (irked) What?!?

(A glance off to one side discloses the shirts that two mares are wearing, one displaying Twilight’s face and the other Cadence’s. On the other, the real-life sovereigns spot a pair of earth ponies wearing fake wings, horns, and manes/tails colored to match Twilight. They grimace at the sight before a small hoof in a bootie colored to match Cadence’s coat and gold shoes reaches up to tap her wing. It proves to be attached to a filly wearing a mask styled as her face, mane, and tiara, who pulls a notepad and pen in a silent request for an autograph.)

Cadence: (recoiling in surprise) Uh—oh!

Twilight: (fed up) Okay, that’s it! Does anypony know where the cruise announcer is?

(Quite a few hooves point in the general direction of the pilothouse. Cut to just within its closed glass door, the camera set at floor level to frame one hoof at the end of a dark grayish-blue leg in the fore. Twilight lands just beyond the door, pushes it open, and walks in.)

Twilight: Excuse me, sir.

(The view shifts to just behind her, framing Iron hunched over next to the wheel, with his back to her and thrown into silhouette by the sunlight pouring in through the expansive windows. He straightens up to full height and folds his arms behind his back; the necktie and wireless headset microphone he used in “Putting Your Hoof Down” are still in evidence, and he has added the sort of white peaked cap worn by naval officers.)

Iron: You can call Iron Will… (turning, flexing muscles; zoom in quickly) …Iron Will!

Twilight: (gasping, indignantly) What are you doing here? And why do you keep announcing random things about me and my family?

Iron: The assertiveness seminar market dried up, so Iron Will started a new career, organizing themed vacation packages!

Twilight: (fearfully) And the theme of this vacation is…?

(The big guy darts over to a microphone on a desk and pushes a button to activate it, setting off a burst of feedback.)

** Iron: Everypony, stomp your hooves if you are here for the premier “Cruise of the Princesses” experience!

(Cut to just outside the pilothouse windows and zoom out to main-deck level as the speakers cut off and banners depicting Twilight’s and Cadence’s faces are unfurled from above. Gathered down here are dozens of cheering, clamoring travelers whose hooves are pounding against the planks—with a noticeably concerned, healthy Shining and Mrs. Sparkle at the back of the throng. Cadence’s tiara juts up above the heads, but the rest of her and all of Mr. Sparkle are lost from sight due to the crush of bodies. Up above, Twilight grimaces mightily at the spectacle as the camera zooms in slowly. Fade to black.)

Act Two

(Opening shot: fade in to a long shot of the zeppelin, zooming in slowly to the sound of carousing ponies, then cut to several of them advancing along a corridor toward the camera. At their head is Mare 1, an autograph book in her magical hold. The doors of the Sparkles’ stateroom are slammed shut to block the group from view, thanks to Cadence’s magic, but they press up to the windows and their muffled exclamations can still be heard through the wood and glass. Zoom out to frame all six and Iron gathered in here.)

Twilight: (crossing to Iron) Iron Will, I’m not sure it was entirely honest of you to offer this cruise to my family without telling us that ponies bought tickets just to see Cadence and me!

Iron: (pulling out a sheaf of papers) Iron Will outlined all the details of the cruise in the prize acceptance and consent form that you signed.

(On these last three words, the camera cuts to Mr. and Mrs. Sparkle, sitting on a couch with Shining and Flurry, and he holds the pages out to the couple. Mrs. Sparkle takes them in her field.)

Mrs. Sparkle: (sheepishly) Well, when somepony offers you a free vacation, who reads the fine print?

Iron: Iron Will prides himself on providing a quality vacation experience. But if Twilight Sparkle and her family don’t want it, Iron Will can cancel the cruise— (socking fist into palm, flexing biceps menacingly) —and break the hearts of every princess-adoring pony on board.

(Close-up of Twilight. She lets off a weary, cowed groan as the mare wearing the shirt with her face in Act One mashes her face against the exterior surface of a porthole.)

Mare 2: (muffled by glass) I LOVE YOU, PRINCESS TWILIGHT!! (The curtains are magicked shut.)

Cadence: (crossing to Twilight) As much as I want a family vacation, I don’t think I could entertain all these cruise ponies. My hooves are pretty full taking care of Flurry Heart. (Cut to Mr. and Mrs. Sparkle on the start of the following.)

Mrs. Sparkle: I guess we were just so excited by the idea of a family cruise. (Mr. Sparkle sighs, leaves the couch, and crosses to Iron.)

Mr. Sparkle: All right. I guess we better turn this ship around. (The minotaur starts for the door…)

Twilight: Wait! (…then stops.) Iron Will, what if I offered you a deal? If I agree to do whatever princess activities you want, will you promise that my family gets to do the activities they want?

Shining: Sis, you don’t have to do that. We want you to enjoy yourself too. (Flurry babbles.)

Twilight: I don’t want the vacation to end now, or let down all of these ponies who were looking forward to seeing us.

(Gathering her nerve in one swift instant, she flies up to Iron’s level.)

Twilight: So what do you say, Iron Will? (extending a foreleg) Do we have a deal? (A tense beat of silence.)

Iron: (grabbing/shaking hoof in a crushing grip) Princess Twilight has a deal!

(She waits to speak again until he has let go.)

Twilight: (rubbing leg) Great! (landing near others) So it looks like we have some time before Dad plays bingo.

Iron: (pushing her toward doors) Actually, we have just enough to pick the winner of our grand prize raffle! (Close-up of her.)

Twilight: Oh. Well. (Chuckle.) Who doesn’t like prizes?

(She manages a halfhearted grin as he pushes her out of view; behind him, the view wipes to a shot of all three decks. The Sparkle clan and Iron are on the upper one, Twilight standing on a small platform to face the passengers gathered on the lower two. A barrel full of tickets is on the platform with her, and Iron and a pole-mounted microphone stand off to one side. Zoom in slowly as the big guy sweeps the device up in one hand, setting off feedback.)

** Iron: All right, cruise ponies! (Close-up.) When the zeppelin flies— (pointing to barrel) —it’s time for a prize!

(Cheers rise from down below as he sets the mic before Twilight.)

** Twilight: Thank you all for being so gracious and respectful to me and my family. And now, without further ado, the winner is…

(She uses her magic to mix the tickets, pull one from the barrel, and bring it up to eye level.)

** Twilight: …Star Tracker!

(The pair of blue eyes that contract to stunned points are all that it takes to pick out the winner: a dark grayish-blue earth pony stallion with a short, slightly unkempt, two-tone blond mane/tail and birdcatcher spots under the outer corners of his eyes. The portions of his cutie mark that can be seen reveal a white star and small gold horseshoes, and he wears a pendant shaped as the six-pointed pink star from Twilight’s cutie mark. Amped-up nervous energy comes through in Star Tracker’s grin as the other ponies stomp applause and she addresses him off the microphone.)

Twilight: Congratulations, Star Tracker! Enjoy your prize!

(Cut to her, crossing the deck and passing Mr. Sparkle.)

Twilight: Okay, Dad. Bingo time.

(She has not noticed that Star is now up on this same level, but running flat into him gives away the quick move. Now his mark can be seen in full: three horseshoes beneath the star.)

Twilight: Uh…oh! I’m sorry. I don’t have the prize.

(Iron leans into view, microphone in one hand as he gestures to the two with the other and feedback sounds off.)

** Iron: Congratulations to Star Tracker, who wins the grand prize—spending the day with Twilight as an honorary member of her family!

(Another squeal from the mic. He flexes for the crowd, raising it overhead, and fireworks pop and confetti/streamers rain down as they cheer wildly.)

Twilight: (aghast) That’s the prize?!?

(She shoots a bug-eyed look to Star, whose voice frequently wavers and is punctuated by nervous little giggles.)

Star: (nodding) Uh-huh.

(He can manage no more than a round of sweating and scratching at the back of his head.)

Twilight: (forcing a smile) Okay, well, I guess you should come with us, honorary family member.

Mr. Sparkle: Sure! (laughing, nudging him) There’s always room at the bingo table!  

(The invitation brings a face-splitting grin to the raffle winner’s face. Wipe to a large, horseshoe-shaped table set up on the main deck, its open ends facing a small stage on which Twilight stands. She has been put on bingo-caller duty, judging from the provided bullhorn on a stand, large spherical bingo cage filled with balls, and board to keep track of the numbers. Speakers are mounted at the tops of the poles that support the board at either end. Ponies sit around the outer perimeter of the table, cards and markers at the ready; Mr. Sparkle and Star are at the bend, the farthest point from Twilight. Zoom in slowly and cut to her at the horn.)

** Twilight: (clearing throat) Is everypony ready?

Mr. Sparkle: (from o.s.) Sure are, sweetie!

(Surprised, she shades her eyes for a better look; cut to her perspective of the players.)

Mr. Sparkle: (waving) Give that cage a whirl! (Back to her.)

Twilight: (off horn) Dad? (into it, amplified) What did you say? (Star leans into view next to her.)

Star: Uh, he…he said to, uh…uh, give it a-a whirl.

(Once it fully sinks in that he has gotten the drop on her, she hastily backs away from him and the bullhorn.)

Twilight: (trying to sound casual) Oh! Um, thanks.

(He slowly backs away; she aims a very funny look at him and resumes her post. A bit of magic turns the crank attached to the cage’s axis, and after a moment one ball drops out through a chute and lands on a waiting plate. This is floated up to her eye level.)

** Twilight: I-nineteen! (Star is now sitting by Mr. Sparkle again.)

Mr. Sparkle: Hey-hey! Now we’re talking!

(He magically lifts his marker and places it on his card.)

Mr. Sparkle: This Princess Bingo is great! (He waves to his daughter.)

Twilight: (off horn) Did you get that one, Dad? (into it, amplified) Can anypony tell me how my dad is doing?

(Cut to an extreme close-up of one ear as Star leans into view to address it.)

Star: Yeah. He said the Princess Bingo is, uh, great.

(Hearing that voice sends her into a panic all over again, and she recoils in mild terror as a chant of “Princess Bingo!” breaks out among the players.)

Star: Twilight is my favorite time of day—and it’s also your name. (stammering, sweating) I just thought that was cool.

(She somehow works up a strained chuckle and grin in reply. Dissolve to an open-air swimming pool around which quite a few vacationers have gathered; it consists of a rectangular run that opens up into a larger circular section at one end. A string of floats divides it into two lanes along its length, and a paddle boat floats in each lane at the smaller end. A rack of life vests stands by the stairs leading up to the higher decks; Shining is already wearing one and is climbing onto one boat as the camera zooms in slowly. His earlier queasiness has returned in force. Twilight gallops into view; close-up as she stops near both him and Mrs. Sparkle.)

Twilight: (wiping forehead) Phew! Just made it!

(And here comes Star at full speed, ramming into her from behind and earning a dirty look. Shining fights the urge to lose his lunch.)

Twilight: (to Shining, slapping his back) And I’m ready to give you the tiny-boat race of your life!

(That thump nearly does him in, but he gets his digestive tract back under some shred of control with a mighty effort and slumps forward in his seat.)

Twilight: Are you sure you’re not airsick, big brother?

Shining: (weakly) No way! How could I be airsick? I’m in the water, so it totally cancels out.

(Another heave bubbles up, this time taking both front hooves to cork it.)

Twilight: (laughing) I don’t think that’s how it works, but I’m ready if you are.

(She floats a life vest off its hanger, but Iron leans down to her before she can even think about buckling it on. Zoom out as she glares up at him; in one hand is a checkered flag marked with her face. He no longer carries the microphone from the raffle.)

Iron: (taking vest) Technically, Princess Twilight Sparkle should officiate the Princess Paddle Boat Race.

(The move has left an empty bubble of hovering magic, but he quickly slips the flag into this. She cuts the spell and gloomily takes it in hoof as Mrs. Sparkle crosses to her.)

Mrs. Sparkle: Well, I suppose I could race your brother. (Chuckle; Twilight drops the flag, surprised, as she dons a vest.)

Twilight: Oh. Well, as long as Shining Armor gets to race, I’m happy.

(A quick teleport deposits her at the large end, and Mrs. Sparkle boards the second boat as cameras pop all around. Twilight brings up the flag and takes a step back, only to run into Star now directly behind her.)

Star: (shuffling aside) Oh! S-Sorry.

(The Princess takes a deep breath and prepares to start the race, but Star leans back into her face.)

Star: Oh, I’m gonna write about this race tonight in my journal! (rearing up) Oh, it’s just so exciting!

(He jitters in place a bit to work out his nerves.)

Twilight: On your mark…get set…

Star: (grabbing/waving flag) GO!!

(Mrs. Sparkle is off like a shot, whooping her way down the full length of the pool and plowing over the string of floats into Shining’s lane. The sharp turn sends a cascade of water over the camera, which drains to show a mildly disgruntled Twilight and an extremely amped-up Star in close-up, staying dry under a shield put up by the former. She lets it drop; on the start of the next line zoom out to show Mrs. Sparkle stopped before the pair.)

Mrs. Sparkle: (laughing) Oh, my word, that was exciting! (addressing the small end) Wasn’t it, son?

(Jubilation turns to worry once she sees him right back where he started and forcing his stomach contents to stay put.)

Shining: (weakly, climbing out of boat) Just so everypony knows, I’m getting out of this boat because of how not sick I feel.

(The front hooves are back on the deck, but a rear one misses a step and drops into the pool, leaving him clutching the edge for dear life. Mrs. Sparkle, now out of her boat, races back to his end.)

Mrs. Sparkle: (levitating him onto deck, guiding him away) Oh, that’s all right, dear. We’ll take you back to the room.

(A properly freaked-out Twilight starts to gallop after the two, but is brought up short by running into Iron’s muscular elbow. Both Star and the flag are gone from the area.)

** Iron: That was just the first heat…of ten!

(Extreme close-up of his abdominal muscles—two neat columns of five tracing up his chest. They tense one at a time, working from bottom to top, after which the camera cuts to him.)

** Iron: Now, who’s ready to see a princess face when they win their race?

(Almost as quickly as Mrs. Sparkle won her showdown, he and a rather put-out Twilight are surrounded by cheering, clamoring spectators. Finding herself holding the flag after he produces and passes it down to her, she slaps on a big strained grin and starts waving it. Dissolve to an extreme close-up of the top of a very young foal’s head held in a levitation field as a toy block is maneuvered onto it, then zoom out. Flurry is in a play area for babies and has stacked up no fewer than half a dozen of them in a wobbly tower, adding the block to cap it off. Her field gives out and all tumble laughing to the soft mats that cover the floor. Across the way, a spectator stallion and mare applaud the effort as Cadence shifts a very funny look between them and her daughter. As Flurry stars to exert her hold on one of the infants again, Cadence gallops over to break it and magically lift her up into a worried hug.)

Twilight: (from o.s.) Cadence!

(She trots into view, wearing a brown cowboy hat and no longer carrying the flag.)

Twilight: I’m so glad you got in the Pee-Wee Princess Playtime!

Cadence: (as Flurry floats a baby up) Flurry is having a wonderful time.

(Noticing the bit of magic at work, she covers the white horn with a wing to dispel it.)

Twilight: That’s great. I’m just on my way to take some old-time Appleloosan photos. (Star leans into view beside her, sporting a hat as well.)

Star: Themed photo shoots are the best. (She pushes him away.)

Twilight: And then do a quick question-and-answer session on becoming an alicorn before Mom’s barrel ride at Neighagara Falls. (suddenly worried) I really hope I don’t miss that. (Cadence sets Flurry down.)

Cadence: Twilight, are you sure you don’t mind doing all of these princess activities?

Twilight: (smiling broadly, slightly crazed) Mind? What? Absolutely not. I mean, you guys are having fun, right? (She deflates with a heavy sigh.) Besides, I have to make sure these cruise ponies are happy if I want to be a good princess.

Cadence: (flipping hat back) You’re already a good princess, Twilight. (Twilight removes it.)

Twilight: Honestly, as long as I get to see the Northern Stars tonight with everypony, I’ll be happy.

(A dark grayish-blue hoof reaches into view and taps her on the shoulder; sure enough, here comes Star to point back behind himself.)

Twilight: (donning hat, winking) But right now, I gotta go take some pictures. (waving with a wing) See you later!

(Cadence rolls her eyes, not at all convinced that her sister-in-law in enjoying the trip. In the play area behind her, the other foals have been picked up by their parents, who are gathered eagerly around Flurry.)

Mare 3: (to her child) Why don’t you play and make a princess friend?

(They are all set down around Flurry, close enough to squash their cheeks against hers and leaving her more than a little perplexed at the sudden attention. Mommy dearest extracts her with magic, leaving one baby to topple face-first to the mats, and settles her into the crook of a foreleg with an apologetic laugh.)

Cadence: I am so sorry, everypony— (easing away slowly) —but it looks like Flurry needs her nap.

(She keeps her face turned carefully away from the parents so that neither side sees the concerned look in the other’s. Dissolve to a long shot of the zeppelin docked at a pier constructed among the clouds that hover above a tract of roaring waterfalls. The sky has advanced into afternoon. Zoom in slowly and cut to Twilight galloping madly away from the ship, trailed closely by Star; both have ditched their cowboy hats.)

Twilight: Oh, why did that last question have to be a two-parter? I just hope I have time for one barrel ride with Mom!

(So this is Neighagara Falls, then. Farther up ahead, a mare in helmet and life vest glances down over the edge of the pier while standing inside a barrel, apprehension writ large on every square inch of her face. A dark gray goat, one of Iron’s assistants in “Putting Your Hoof Down,” sets a lid on the barrel to close her in, backs up a few steps, and delivers a charging headbutt that rams her into space. Spare equipment and customers are lined up behind the scene. As Gray walks away, the white goat that also helped Iron pushes a dripping-wet cask into view with its head. Twilight and Star sprint over to this one just in time to see it rattle back and forth and the lid pop off, and up comes a thoroughly soaked Mrs. Sparkle, attired similarly to the one who just took the plunge.)

Mrs. Sparkle: (ecstatically) Ohhh! Neighagara Falls was amazing! (tossing head; mane strands stick across her face) The endless open air, the water in my mane— (shaking barrel) —oh, the small confines of the barrel…

(Chuckling, Mr. Sparkle crosses to her with a camera on a jointed holder around his neck.)

Mr. Sparkle: (winking) Another “relaxing vacation” in the books, hon.

(He kisses her cheek, but Twilight slumps dejectedly at having missed her chance as the barrel tumbles onto its side, releasing a gout of water and one drenched mare who looks sadly up at her royal daughter.)

Mrs. Sparkle: Oh, honey, I know you’re disappointed, but we waited as long as we could. (smiling) Maybe you should take a break from these princess things.

Twilight: (taken aback) Disappointed? No! (smiling, but strained) I’ve just been answering some detailed questions about alicorns. You know how much I love details. (Mr. Sparkle helps his wife up.)

Mrs. Sparkle: I just don’t want you to forget—it’s your vacation too.

Twilight: How can I when it’s a totally successful vacation?

(The two parents trade a look that might as well be a sign reading “not buying it” in ten-foot-tall neon letters.)

Mr. Sparkle: All right. (smiling, as both exit past her) Well, uh, we can’t wait to see those Northern Stars!

(Twilight sends a weak smile after them in close-up, but lets it melt into gloom as the camera zooms out quickly. Star leans grinning into her face, while Iron stands just behind her.)

Iron: Iron Will lived up to his side of the bargain— (patting her head) —and Princess Twilight only has one more thing to do for the day.

(Close-up of her face on the end of this; he extends one index finger into view toward her, bringing a big hopeful grin. He proceeds to scoop her up, tuck her under one arm like a football, and charge along the pier with a free arm extended in the manner of a running back going for a touchdown. The grinning, starstruck Star gallops after them.)

(Cut to a table on the zeppelin’s main deck, bare except for an inkwell. The beefed-up captain slides into view and plunks her down behind this.)

** Iron: It’s your last chance! Come get in line if you want the Princess to sign!

(Star pops up next to the puzzled Princess, holding/opening the case of spare quills Spike had at the ready in the prologue. Iron whips out a thick, untidy stack of papers and slaps them on the table just as a throng of eagerly shouting passengers races up. Twilight’s face falls at the fact of having been pressed into service for an autograph session. Dissolve to a long shot of her—the table is set at the stern of the craft and Star is now gone—and the sizable line of signature seekers that snakes back and forth four times. The sun has begun to set beyond the rail, and two dissolves sink it farther toward the horizon and mark the progress of the line. Cut to an extreme close-up of an open autograph book and a quill on the table, her magic holding both to sign an open spot and then shut the cover. Two hooves reach into view to take the book; tilt up to frame both the mare holding it and her friend, who has one of her own. With fake wings, horns, and manes/tails on full display, they take their leave amid a gale of giddy squeals and chatter as Twilight waves goodbye. Above the deck, the stars have come out in the night sky.)

Mare 4: (fading out, over the other one’s chatter) Best night! I’m never letting this go.

(The grin fades into a weary moan, her field ready to replace the quill in the inkwell—and then one more open book is pushed toward her. The hoof moving it is Star’s, a sight that catches her completely off guard.)

Twilight: How long have you been waiting?

(The stallion’s nerves permit him no response beyond a chuckle and a stroke of the untidy blond mane. In close-up, she rolls her eyes with barely contained exasperation, to the sound of pen scratching on paper. As she finishes, a gentle glow casts itself over her face and two tired purple eyes flick up toward the structure of the upper decks, behind which it begins to strengthen. The eyes widen in sudden panic.)

Twilight: Oh, no. (grabbing Star) What time is it?

(Not waiting for an answer, she lets go of him and dives over the table to gallop along the deck. She slams on the brakes with a sharp gasp, Star following and stopping just in time, and sees groups of passengers on benches and spread-out blankets at the prow. The rest of her family is among them, Shining letting Flurry perch on his head for a better view of the brilliant shooting star that blazes across the heavens—the Northern Stars phenomenon Twilight had longed to see. Laughs and gurgles float back from the quintet, Shining now recovered from his recurring airsick spells. Both have dried off and removed the safety gear from their respective aquatic pastimes, and Mr. Sparkle no longer wears the camera he was using at Neighagara Falls. Twilight sobs quietly in utter dejection, tears running freely from both eyes, and the view fades to black.)

Act Three

(Opening shot: fade in to the rest of the Sparkle family still marveling at the light show they have just witnessed. As Twilight stares from the background, the other ponies begin to disperse around her.)

Twilight: I missed them? I missed the Northern Stars?

(She begins to cry again, a few tears splashing to the deck in extreme close-up. The hooves of Cadence and Shining step into view; tilt up to frame them on the start of the next line, Flurry still riding on Shining’s head.)

Cadence: You were right, Twilight. They were breathtaking. (Flurry blabbers; now Mr. and Mrs. Sparkle step up.)

Mr. Sparkle: Aw, we wish you’d been here to see it, sweet pea— (Star crosses to them.) —but we’re sure you’re making a whole bunch of cruise ponies happy. (He puts a foreleg around the other stallion’s neck.)

Star: I’m so happy I could cry!

(The put-upon Princess shuts off her waterworks and gets her dander up in a very big hurry.)

Twilight: (very snarky) Oh, yeah. The cruise ponies are happy, my family is happy, even Iron Will is happy.

(Pan/tilt up to follow her gesture and stop on the second deck, where the minotaur in charge and a third goat assistant—this one tan and wearing only a headset microphone—are lounging and lifting tropical drinks on side-by-side lounge chairs. The goat takes a bite out of the hollowed-out miniature pineapple that holds its beverage.)

Twilight: You know who isn’t happy?!? ME!!

(Wheeling away from the clan, she runs headlong into Star, now standing directly behind her with a camera slung up, and steps hard on one of his hooves. The injury causes him to cry out in pain.)

Star: Oh, my hoof!

Twilight: (sarcastically, hovering in his face; he collapses to his haunches) I’m sorry, but maybe that wouldn’t have happened if you weren’t practically standing on my tail!

(She backs up and gestures to the rest of her kin.)

Twilight: Not even my real family stands so close!

(She rounds on Star again, who can only whimper and hunch down into himself as tears gather in his eyes. Instead of giving him what for all over again, she just stomps the deck with a supremely frustrated groan and storms off, not seeing the slight narrowing of Cadence’s deeply worried eyes.)

(Dissolve to a long shot of Twilight sitting near the autograph table, staring morosely over the rail with her back to the camera. Cadence steps into view in the fore.)

Cadence: Twilight? (Head-on shot: the breeze plays with Twilight’s mane as she rests her forelegs on the rail.)

Twilight: I only made that deal with Iron Will so my family and the cruise ponies could have the vacation they wanted.

Cadence: What about what you wanted?

Twilight: I just want everypony to be happy.

Cadence: (crossing to her) Well, sometimes ponies want more from a princess than you can give, and it can be hard to know where to draw the line.

Twilight: You seem to know pretty well.

Cadence: Once I had Flurry Heart, the line was easier for me to see. (She drapes a wing around Twilight.) You will always have obligations as a princess, but you also have an obligation to yourself.

Twilight: (sighing) You’re right. (Cadence withdraws the wing.) I think I need to set some boundaries—but first, I owe somepony an apology.

(She responds to Cadence’s gentle smile with one of her own. Dissolve to an extreme close-up of Star’s pendant, lying discarded on a table in the Sparkles’ stateroom, and zoom out on the start of the next line. Mrs. Sparkle sits on the couch next to Star, who has an ice bag on his stomped hoof; Mr. Sparkle stands nearby, while Shining sits in a chair holding a napping Flurry.)

Mrs. Sparkle: (tenderly) Oh, how’s that, dearie?

Star: Better, thanks.

(The sound of an opening door draws all eyes; zoom out to frame Twilight and Cadence entering. The patient yelps in fear and shoves the bag over to Mrs. Sparkle.)

Star: But I-I think I should go! (He jumps off the couch; Twilight cuts him off.)

Twilight: No, Star Tracker. (He sits again.) You should stay. I have something to tell you—all of you. (Slow pan.) I’m glad you all got to do the things you wanted. But I should have stood up for myself so that I could do what I wanted too.

(Close-up of Star’s downcast face.)

Twilight: (from o.s., lifting his chin with a feather) It wasn’t fair of me to lash out at you. (Zoom out to frame her.) If I felt like you were standing too close, I should’ve said something. I’m sorry.

(With a tentative smile, she floats up the cast-off pendant and secures it around his neck to lift his spirits.)

Twilight: (to all) What do you say we do something off the schedule?

(There follows a collective gasp of utter disbelief, with even Flurry joining in as her vocal abilities permit.)

Star: (softly) Who are you?

Twilight: Yep! We’re gonna do something I want us to do, as a family.

(The raffle winner’s face falls at this last but, but she directs her next words to him.)

Twilight: Honorary members too.

(That brings him around to a grin. Dissolve to a close-up of Twilight outside, levitating up two ice cream cones, then cut to a longer shot. All seven are on the main deck, at the prow; an elderly mare has set up a cart here to sell the sweet treats. Mr. and Mrs. Sparkle already have cones of their own, as does Cadence. The violet Princess gives one of hers to Star and steps across to present the other to Shining, whose face still betrays a touch of queasiness as he cradles Flurry. At the sight of it, he goes green all over again and has to strain to keep his gorge in check; she giggles softly and shifts it down to Flurry, who digs in with relish. All six Sparkles by blood and marriage share a laugh as Star smiles at the spectacle, keeping a bit of distance. For the first time this episode, the nervous cracks and laugh are gone from his voice.)

Star: You and your family have been really kind to include me, but you deserve your own vacation together.

(Twilight crosses to him, prompting him to drop right back to his original speech pattern.)

Star: And I’m really glad we met, too.

Twilight: (hugging him) Ohhhh…

(Once she backs off, he turns to leave and immediately runs flat into the broad chest of Iron; the hit causes him to drop his cone and fall dazed to his haunches. Twilight aims an unamused glare up at him.)

** Iron: Attention, cruise ponies! (hoisting cart) If it’s your dream, come to the deck for ice cream!

(Here come a great many eager customers, but now it is Star’s turn to find no fun in this as he stands up. Once again he gets his nerves fully under control.)

Star: (angrily) Oh, no! Leave the Princess alone! (Iron turn to him, having set down the cart.)

Iron: What did you say to Iron Will?

(His resolve evaporates as swiftly as it came, and he drops into a shivering huddle.)

Twilight: (smiling) It’s okay, everypony.

(Now her smile goes bye-bye as her field plucks the headset away from Iron’s cranium and settles it in place on hers.)

** Twilight: (clearing throat, hovering above crowd) First, I want to thank all of you for coming. It means a lot that you’d spend your hard-earned bits just to be with us. But I honestly came on this cruise to take some time off from being a princess. I’m just a pony too, after all. (landing; zoom in slowly) And even though I want everypony here to be happy, I’d really like to spend the rest of the cruise relaxing with my family.

Mare 2: Of course, Princess Twilight.

Mare 3: But why was this trip advertised as a Cruise of the Princesses if you just wanted to get away?

[Error: Both of them speak with different voices from the ones they used in Act Two.]

(Eyes—and a decent bit of indignation on Twilight’s part—turn toward Iron, who is now leaning against the rail and whistling innocently.)

Iron: (whipping out a stack of papers) Iron Will’s Cruise of the Princesses makes no guarantees as to the participation of actual princesses.

(On the end of this, he pulls out a magnifying glass, holds it up to point out a large red X on the sheaf, and throws both aside.)

Mare 5: (incensed) What?!?

(What follows is a cacophony of hacked-off shouting from the paying customers who start to advance slowly toward the entrepreneur.)

Iron: (backing up step by step) But Iron Will learned his lesson before. Satisfaction not guaranteed. (jumping over rail, fading out) NO REFUUUUNNNDS!!

(Ire turns to incredulity as ponies, including a fully recovered Shining, gather to look down after his sudden departure. A long overhead shot of the plummeting captain picks out a knapsack on his back—not previously visible—which bursts open into a large round parachute. Red, depicting a jubilant Iron amid showers and piles of hard legal tender, but not wearing his peaked cap or headset.)

Shining: Wow. He may be pushy and manipulative, but nopony can say that minotaur isn’t prepared.

(The rest of the onlookers ponder this observation glumly. Dissolve to Twilight and Cadence walking along the deck, the former reading the multi-page schedule she tacked up on the stateroom wall as it floats ahead of her.)

Twilight: There’s still plenty of activities. We pass Fillydelphia on the way back. I could give Flurry Heart a quick history tour.

Cadence: That’s very thoughtful. But right now, the family and I have something scheduled for you. (Surprise registers on Twilight’s face as Cadence’s aura replaces hers on the document.)

Mr. Sparkle: (from o.s.) Behold!

(Cut to Twilight’s perspective. Now his magic has taken hold, and it pulls the schedule away to give her a clear view of him at the prow, levitating a large construction-paper sun colored with crayons and markers.)

Mr. Sparkle: The Northern Stars!

(His wife, son, and granddaughter float up from behind the mockup, dressed in shooting-star costumes patched together from various scraps of fabric. Mrs. Sparkle is providing the horn power for this bit of lifting, and Flurry flaps over with a happy coo to snuggle against her before facing forward again. Cut to a floored Twilight and zoom in slowly.)

Twilight: (smiling, tearing up) You did all this for me? (She wipes her eyes dry.) This is amazing! Thank you. (laughing a bit at Shining’s returning nausea) And, Shining Armor, I can’t believe you’re up there even though you’re airsick!

Shining: I am not air—

(He gets no further before his complexion greens up again and his latest meal threatens to kick into reverse gear.)

Shining: (groaning weakly) Okay. Maybe I’m not feeling great!

(There follows a round of laughter from the rest of the family as Mrs. Sparkle’s magic deposits him gently on a bench and places Flurry in his forelegs. The other four gather around, Mrs. Sparkle having removed her star outfit; she and Twilight sit on the bench with the pair.)

Twilight: (gathering all in for a group hug) Now this is the only activity I need.

(Cut to a long shot of the zeppelin making its final approach on the return trip to Canterlot, framed by the glow of sunrise just beneath the horizon. A shooting star describes a long, graceful arc over vessel, clouds, city, and mountaintops, and the view fades to black.)


SECRETS AND PIES

Written by Josh Hamilton

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to the exterior of Sugarcube Corner, seen from across the street during the day, and zoom in slowly.)

Pinkie Pie: (voice over) Okay. All we need is a dot of salt, a dab of sugar, and a spritz of ginger.

(Cut to a close-up of a rather perplexed Twilight Sparkle in the kitchen. A bowl rests on the counter behind her, and ingredients are flung into view to land in it.)

Twilight: Uh, are those real measurements?

(Zoom out; the rest of the work surface is cluttered with assorted sweet foodstuffs, and two pink hooves are slinging items up into the bowl from somewhere behind them. Spills and splatters in various interesting colors decorate the floor and counter.)

Twilight: How do you keep track without a recipe? (Pinkie Pie stands up into view.)

Pinkie: Pie baking is more art than science, and this will be my masterpiece.

(After a moment’s drop out of sight, she comes back with a stack of containers balanced on each front hoof.)

Pinkie: (tossing them up; they pile up neatly on the counter) It’s to celebrate Rainbow Dash’s seventy-third Wonderbolt training session!

Twilight: Seventy-third? That’s specific.

Pinkie: I know! (picking up/setting aside berries and crust in turn) The pie is blueberry because Wonderbolt outfits are blue, the crust is rainbow for obvious reasons, but the most special part is the seventy-three super-secret sweets and spices that represent each training session! (Giggle.) Could you please pass the… (rapid fire) …brown sugar, pink sugar, sweet root, apple jelly, berry mash, and a towel?

(Twilight has no trouble levitating all these items from their assorted resting places around the room and hovering them over Pinkie’s head. The baking ace deftly adds each of the five ingredients to her mix, the containers being set down by magic as they are used, and Twilight turns her head away in a not-quite-successful attempt to avoid the splashes from mixing.)

Twilight: You sure are going to a lot of trouble for Rainbow Dash’s pie. (Pinkie stops her spoon and wipes her forehead with the provided dishtowel.)

Pinkie: Phew! That’s because I know how much she loves them! My pies are her favorite! It’s worth all the trouble to see her happy. (tossing towel aside; Twilight now clean) Now I’m gonna need some cocoa powder, cocoa flakes—ooooh! (Duck away; come up with a slab of chocolate.) Cocoa bar!

(She chomps into this and offers the remainder to Twilight.)

Pinkie: (mouth full) Want some?

Twilight: Isn’t that for the pie? (Pinkie swallows and laughs heartily, wiping a tear from her eye.)

Pinkie: Oh, Twilight, that’s hilarious! You don’t mix chocolate into a blueberry pie. (hefting bar) This is my mid-morning pie-making chocolate fuel that keeps this Pie baking train chugging down the tracks. (She takes it in one bite and chews.) Mmm!

(A glass of chocolate milk is chugged next; tossing the empty over a shoulder, she shakes her head vigorously to mix the lot in her mouth and puts it away in one monster swallow.)

Pinkie: Break time’s over! Now let’s finish this pie! (pistoning forelegs back and forth) Chugga-chugga-chugga-chugga, choo-choo!

(Her grin is met with a soft giggle from her friend as the view fades to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long overhead shot of the Wonderbolt headquarters, zooming in slowly as various team members get in a bit of practice, then cut to the front steps of the main barracks. Rainbow Dash, Spitfire, Fleetfoot, and Soarin’ come in for a landing, all in flight suits and goggles; the captain flips her eyewear up.)

Spitfire: Good training, everypony. (tapping Rainbow’s chest, as Fleetfoot/Soarin’ head in) Nice work, Crash. You really added that sparkle to that Pressure Diamond Drop.

(Recall that the squad bestowed the “Crash” nickname on Rainbow during her first day on the team in “Newbie Dash.” Spitfire goes in; Rainbow flips her goggles up with a happily surprised gasp and makes to follow, but the sudden emergence of Pinkie stops her cold. The pink pony has tied a bunch of balloons around her midsection in order to reach this altitude.)

Rainbow: Oh!

Pinkie: Surpriiise! (hugging Rainbow) Happy seventy-third Wonderbolt training session! (She whips out a party horn and blows a blast.)

Rainbow: My seventy-third training session? (Horn away.) That’s specific.

Pinkie: I know! (trotting in place, rapid fire) I’m just so proud and happy for you, and I’ve been counting all your training sessions and I was gonna wait until your hundredth, but I got too excited, and I know how much you love pie— (pulling a pie from her mane) —so happy seventy-third training session!

(It is the one she was concocting in the prologue, with a blueberry garnish atop the rainbow-striped crust.)

Rainbow: Whaa—? (Pinkie sets it down.) You didn’t have to do this!        

Pinkie: Oh, I know I didn’t have to, but I reeeally wanted to.

(One giggly jitter later, she gets a spatula by its handle in her teeth just long enough to cut a slice and hold it up on a plate.)

Pinkie: Have a bite!

Rainbow: (suddenly surprised, pointing past her) Whoa! What’s that?

(Pinkie turns to look, the camera panning to follow; the motion keeps her in view, but puts Rainbow and the proffered treat out of frame. There is a whole lot of nothing going on in this bit of the compound.)

Rainbow: (from o.s.) Huh.

(The pan reverses itself; now her cheeks bulge and the plate is empty save for a few crumbs.)

Rainbow: Guess it was nothing, but wow! (Chuckle.) This pie is the best I’ve ever had! (Chew and swallow.) Is that cinnamon?

Pinkie: (jumping in place) I knew you’d love it! (She pushes the rest over to Rainbow, surprising her slightly.) Have more. I made the whole thing for you.

Rainbow: Really? Oh, that’s so great! But I need to go change, and then I have to take Tank to the vet. Heh. His sensitive tortoise tummy’s been acting up again. (lifting pie on a wing) Do you mind if I take this pie with me?

Pinkie: Of course not! I gotta get back to my shift at Sugarcube Corner anyway. Congratulations again!

Rainbow: Heh. Thanks!

(Pinkie waves goodbye as she enters the barracks, then voices a satisfied sigh as the sound of squeaking wheels asserts itself.)

Pinkie: I knew she’d love it!

(She trots away with a merry giggle, not noticing the reason for the noise—a janitor pegasus stallion pushing a wheeled trash can with his head. Riding atop the piled-high contents is the very pie she brought with her. The janitor pauses to wipe his brow, then goes back to his work; now Pinkie takes notice, drawing in a long, shocked gasp. Pan quickly from her to a close-up of the discarded dessert.)

Pinkie: (from o.s., softly) Is that… (Cut back to her; louder,) …is that…

(She peels out after the janitor, one of her balloons coming loose, and comes to a stop at a particular intersection. Zoom out quickly to put her at the mouth of an alley, in which he is emptying the trash can into a chute.)

Pinkie: STOOOOP!!

(To his very great consternation, she dives headfirst into the can and rattles her way to the bottom, coming up with nothing but a banana peel on her head.)

Pinkie: You didn’t see a blueberry, rainbow-crust, seventy-three-ingredient pie with a slice eaten out of it in here, did you? (Big ingratiating grin.)

Janitor: (nervously) Uh, n-no?

Pinkie: (becoming slightly crazed) Right. Of course you didn’t. That would be ridiculous, because I made it for Rainbow Dash and she loves my pies. (leaning over him; he hunches down) She would never throw them away like trash in the trash with other trash, right?

(By this time, he has gone all the way to the cloud “ground”; she yanks him up by his shirt front.)

Pinkie: Right?!?

Janitor: (really scared) Um…right?

(She lets go of the fabric and stares confusedly into space as he backs slowly away. A pie appears in the center of the screen, expanding to fill the entire view and shrinking away to nothing; behind its receding outline, the view changes to the upper reaches of Pinkie’s hidden party-planning cave as seen in “Party Pooped.”)

Pinkie: (from o.s.) Hmmm…

(Tilt down to floor level. She is pacing, having cleaned herself up and shed the balloons, and her alligator Gummy sits on a table.)

Pinkie: That pie couldn’t have been the one I made. I must be seeing things. (smiling) I did have a lot of chocolate this morning.

(A bar of the stuff rests on the table, and a hoof flicks against the end hanging over the edge to launch it into her mouth. Chew, swallow, start thinking.)

Pinkie: But what if I wasn’t seeing things? What if that was my pie? (Smile; scoff.) That would be bananas.

(The giggle that follows this declaration starts off light enough, but rapidly degenerates into something considerably more unbalanced and yields to a sharp gasp.)

Pinkie: Unless Rainbow Dash has been replaced by an impostor who throws delicious pies away!

(Gummy offers nothing but a slow blink in which both eyelids fail to work in time with each other.)

Pinkie: Or…has she been brainwashed by a pie-hating evil queen?

(Another off-kilter blink, this one accompanied by a glacial emergence of the reptilian tongue.)

Pinkie: You make a good point. (pacing) Rainbow Dash is too stubborn to be brainwashed, plus she hates washing. Hmmm…there’s something else going on here. (opening a file cabinet drawer, extracting three folders) Let’s look up a few of the more recent pies I’ve made for her.

(Close-up of a patch of floor as two of them are tossed down to land open, each containing photos and details of a different type of pie. During the next line, the camera pans slowly across the documents and reaches the third folder, also open.)

Pinkie: (from o.s., pointing to each in turn) The boysenberry pie I made for her birthday…and her three half-birthday lemon meringues…and the “It’s Not Your Birthday, but Here’s a Pie Anyway” Day custard pie! (Cut to her.) She ate all of these…right?

(Wavering dissolve to her presenting the first of these three treats to Rainbow at a birthday celebration in full swing; both mares wear party hats, and Rainbow is not wearing her flight suit in this flashback.)

 

Rainbow: (gasping happily) Another pie? Thank you so much! (pointing past Pinkie ) Whoa! What’s that?

(The pink baker turns to look, and one sky-blue hoof knocks the pie away. By the time Pinkie returns her attention to Rainbow, the latter is miming the action of chewing over a bulging mouthful.)

Rainbow: Mmm-mmm…huh. Guess it was nothing. (Chuckle.)

(A flash of white shifts the scene to her seated at a table outside Sugarcube Corner. Some cloth-covered object rests before her, and Pinkie nips the fabric in her mouth and pulls it away to reveal the trio of pies from the second file. Neither is wearing her party hat now.)

Rainbow: Awesome! Three lemon meringues? (pointing) Uh…hey! What’s that over there?

(The distraction again works as intended; this time, she snaps the tablecloth hard enough to send the pies flying so that they land squarely on the three nearest tables. Cut back to her and Pinkie on the start of the following.)        

Rainbow: (miming full mouth) Mmm-mmm-mmm. Oh, never mind. Heh. Great pies!

(Another flash, and she is walking along a street only to stop short when Pinkie emerges from a bush, the pie from her third file in hoof.)

Pinkie: Happy “It’s Not Your Birthday, but Here’s a Pie Anyway” Day! (Rainbow takes it.)

Rainbow: Thank you! (looking past her) No way. Check that out!

(With Pinkie momentarily sidetracked, the daredevil sets the pie on an unattended cart, then slams her hooves down on the harness struts to launch it skyward. It makes a perfect landing on the sill of an upper-story window, and a mildly surprised mare glances out at it and laughs.)

Mare: It’s not even my birthday!

(This unexpected development catches Rainbow off guard, and it takes her a second to get her fake-chewing act in gear as Pinkie turns back to her.)

Rainbow: Oh, sorry. Guess it was nothing. (She licks her chops.) Mmm. But that custard was everything!

(Wavering dissolve back to Pinkie in the present.)

Pinkie: Have I ever really seen Rainbow Dash eat one of my pies? (to Gummy) And do I always look when somepony points behind me? (He blinks and extends his tongue; she pivots to glance behind herself.) What’s there?!?

(The answer: nothing but a tub of some sugary whipped confection, topped with sprinkles and a cherry. She throws him a knowing smile.)

Pinkie: Heh. Good one. (standing, pacing) But I need answers.

(A moment’s fishing around in the tub yields the checked gray deerstalker hat that she and Twilight passed back and forth during their investigation of the destroyed desserts in “MMMystery on the Friendship Express.” Setting it firmly atop the curly magenta mane and adopting a no-nonsense demeanor, she heads off. Dissolve to a long overhead shot of the Wonderbolt headquarters and zoom in slowly as the flyers go through their drills.)

Pinkie: (voice over) I’ve sent Rainbow Dash a pie every month she’s been a Wonderbolt—

(Cut to a close-up of her addressing Spitfire outside the mess hall; she is carrying the bubble pipe that also figured in that earlier bit of detective work.)

Pinkie: —and you’re telling me you’ve never seen her eat one?

(Longer shot; Fleetfoot and Soarin’ are here as well, and all three have their goggles up. They respond at first with a round of indecisive mumbling, not meeting her eyes; finally Spitfire gets her words working.)

Spitfire: Uh, a-affirmative! (Pinkie glares at her.) Or, uh, negative.

(One blue eye bulges from its socket to intensify the scrutiny.)

Spitfire: Um, I-I-I mean, she wasn’t seen eating one. (The eye retracts.)

Pinkie: Hmmm…interesting. Very interesting.

Spitfire: Are we under investigation?

Pinkie: As chief detective on the pie case, I’ve labeled you all “ponies of interest.” So it’s best you tell me everything you know. (She blows bubbles from the pipe.)

Spitfire: Well, we have been getting mysterious monthly pie donations.

(Both blue eyes pop wide, the pipe falling away as the amateur sleuth gasps softly and circles to put a foreleg across Spitfire’s shoulders.)

Pinkie: Would you be able to pick these pies out of a lineup?

(The three pegasi nod confidently. Dissolve to the examination room within the clinic of Dr. Fauna, the veterinarian who found herself swamped with animals to help in “Fluttershy Leans In.” The room is empty except for her and Pinkie, who stand facing each other from opposite ends of a long table. The camera points down at them from just above the blades of a creaking, slowly turning ceiling fan, and a light shines on the tableau as Pinkie lounges against her end, bubbling away with pipe in mouth. Zoom in slowly for a moment, then cut to a close-up of these two.)

Pinkie: (setting pipe down) I hear Rainbow Dash’s pet tortoise Tank has been having tummy troubles. (steepling front hooves on table edge) When did it start?

Fauna: About a week ago. (pulling out/opening a file folder) Poor Tank had all the telltale signs of sugar overload. Jittery shell, sleeplessness, reptilian indigestion.

Pinkie: (pipe in mouth, but pacing and removing it) Hmmm. And this all happened the day after I made Rainbow Dash a “Thanks for Lending Me Your Jacket” peach pie. (Zoom in quickly to a close-up as she chews the stem briefly.) It seems the pieces of the puzzle are plopping into place—but the picture isn’t pretty.

(She gasps as an idea hits her, and in no time flat she has a notepad on one hoof and a pencil in her forelock.)

Pinkie: (writing) Note to self—“P” alliteration pie. (The items are put away.) Is that everything, Doctor?

Fauna: Well, there’s also this.

(She pushes one item from her file across the table; close-up of it—an X-ray of Rainbow’s tortoise Tank with a whole pie in his gut. Pinkie takes this and holds it up.)

Pinkie: Interesting. Did you have the lab analyze the flavor of that pie? (She slams it down.)

Fauna: No. But you know, Miss Cheerilee was in here not long ago. The class hamster was having similar symptoms. (Horrified gasp.) Perhaps it’s a pie pandemic!

Pinkie: Perhaps— (turning away from table with pipe) —and I just might know Pony Patient Zero!

(As she blows a few bubbles, a surge of them rises past the screen. Beneath their trailing edge, the view wipes to the classroom of the Ponyville schoolhouse. Cheerilee sits behind her desk at the front, while Pinkie faces her across it, pipe in mouth.)

Cheerilee: Dr. Fauna’s right. I do always have to remind the foals and fillies not to share the pies with the class hamster. (She sets a book on a stack.) Animals just can’t digest pony food. (Pipe down.)

Pinkie: Indeed. But where do these pies come from? (Pipe up; bubble.)

Cheerilee: Well, they’re from Rainbow Dash. She drops off her “Day After Rainbow Dash’s Half-Birthday” pie every year.

(The party pony’s all-business attitude disintegrates in the very short time it takes her to leap onto the desk and drop the pipe.)

Pinkie: Did you say the day after her half-birthday? (composing herself, lifting pipe) Very, very interesting. (Climb down; pipe in mouth.) Because I give her a pie on her half-birthday every year—and I have a feeling it’s the same pie! (An indignant little bubble drifts up.)

Cheerilee: Well, wherever it comes from, the students just love it.

Pinkie: (a bit sardonically, removing pipe) I’m so glad. (aside, under her breath) At least I can be sure somepony is!

(Dissolve to her in the party-planning cave, still wearing the deerstalker but no longer using the pipe as she paces the floor. Hanging on the wall, and illuminated by a single hanging light, is a bulletin board covered with notes, photos, slices of various types of pie, and a plethora of multicolored strings tacked up to connect one item to the next. A picture of Rainbow is stuck at the center of it all, ringed by a big red circle, and a few of the documents either hang off the board’s edge or are affixed to the wall itself.)

Pinkie: She didn’t eat the blueberry. She didn’t eat the banana. She didn’t eat the cream, and she didn’t eat the chocolate. She didn’t eat any of ’em! (pointing dramatically at camera) Why?

(A different angle frames Gummy as the recipient of her query, and a longer shot puts him on a table.)

Pinkie: And don’t tell me this all just started recently. It’s been going on for years!

(Close-up of a picture of Cheerilee with a red X drawn over it.)

Pinkie: (from o.s., pointing to it) Cheerilee said so herself. (Overhead shot of her, pointing from spot to spot.) If there’s one thing I know, you can’t escape the truth.

(In her mind’s eye, a glowing blue outline appears around the teacher’s snapshot, then roves across the board to pick out four others: Spitfire, Soarin’, the janitor, and finally Rainbow in close-up. All but this last are X’ed out. Pie slices slide in from the edges of the screen to fill the circle, the background flaring white behind them, and the dessert  becomes an extreme close-up of one constricted blue iris and black pupil. Zoom out quickly to frame all of Pinkie, her mind completely blown by the revelation that has just struck her like a concrete block to the head. Lightning bolts tear the blackness that has replaced the cave interior behind her, but it soon fades into view.)

Pinkie: (freaking out, forelegs flailing wildly) Rainbow Dash doesn’t like pie, and she’s been lying to me about it the whole time!

(Pink front hooves clap against temples as if trying to keep the brain housed between them from blowing itself straight up to heaven, but Gummy just sits and stares impassively. Cut to an overhead close-up of her, now collapsed to her haunches. Zoom out slowly as she uncorks a mind-shattering scream, the camera slowly rotating at the same time, and fade to black.)

Act Two

(Opening shot: fade in to the shop floor of Sugarcube Corner as Applejack enters, a basket of apples balanced on her back. She is just in time to her Pinkie’s scream come up through the floorboards.)

Applejack: Pinkie Pie?

(Cut to that mare’s upper-story bedroom; Applejack gallops into view but finds it empty.)

Applejack: Pinkie Pie!

(While surveying the area, she backs into the ice-cream-cone newel post for the balcony stairs. Just as in “Party Pooped,” it retracts into itself and the trapdoor leading to the hidden cave opens beneath Applejack’s hooves to drop her and the fruit out of sight.)

Applejack: Whooooaaaa!

(As she yells, cut to the bottom of the playground slide that empties into this space. She lands upright, the basket plunks onto her back, and every last apple bounces into it.)

Applejack: (relieved) Oh! Party-plannin’ cave. Right. (She trots across.) You okay?

(She has arrived at Pinkie and Gummy around the table; the pink mare stands up.)

Applejack: Or are you just screamin’ for fun?

Pinkie: (brightly) Screaming is fun! (angrily, stomping) But I’m not okay! (pointing to bulletin board) I’ve been making Rainbow Dash pies for years, but she doesn’t even like them! She’s been lying to me!

Applejack: But everypony loves your pies. They’re the greatest thing since sliced apples.

Pinkie: Thank you!

Applejack: And I could swear I’ve seen her eat one of your pies before.

Pinkie: (leaning into her face) Have you really?

Applejack: Um…I…thought I had. That’s…why I said it?

Pinkie: Are you sure?

Applejack: Maybe I…haven’t?

Pinkie: Exactly! (hoof to face) Because it’s all been a sham! Rainbow Dash has been laughing at my pies behind my back and scheming of a way to get rid of them for years!

(Tilt up slowly toward the ceiling and dissolve to a long shot of the Ponyville town hall, looking unusually dark and foreboding, under a sky crammed with angry-looking storm clouds. Thunder rumbles back and forth, and lightning crackles as a lone pegasus mare rises above the scene. She resembles a hastily drawn caricature or parody of Rainbow: dark blue coat, too-bright neon colors on the mane/tail; jagged polygonal contours for most of her form and features, eyes perhaps a shade darker than normal, no cutie mark. She speaks with a voice somewhere between the genuine article and Nightmare Moon, revealing a mouthful of viciously sharp teeth.)

Evil RD: Bring forth the worst-tasting food in all of Equestria!

(Pinkie can only watch in mute horror as one cloaked, hooded pony after another hauls cartloads of pies past her.)

Evil RD: (descending; the pullers disperse) And now, I will destroy Pinkie Pie’s horrid abominations, freeing the land of these disgusting pies FOREVER!!

Pinkie: NOOOOOOOO!!

(Cut to Evil RD on the end of this; she fires a beam of red energy from her eyes, obliterating two pies in quick succession.)

Evil RD: Good riddance, strawberry cream and Peaches Aplenty! (Slow pan across the carts; she continues o.s. while blowing others away.) Begone, apple crumble and Lemon Surprise!

(On the end of this, cut quickly to Pinkie taking tasty shrapnel to the face and then back to Evil RD. The crazed flyer fires wildly in all directions; back to the yummies on the receiving end as they go up in smoke.)

Evil RD: (from o.s.) Gone, gone, GONE!!

(A mushroom cloud spreads from the last point of impact, to the sound of her deranged laughter, and the camera zooms in on her as crumbs spray through the air. One last flash of lightning brings the camera back to the party-planning cave.)

Applejack: I really don’t think that’s what happenin’.

Pinkie: (smiling) I don’t think so either. (scowling) I know so! (Applejack quails before her glare.)

Applejack: Well, I’ve got just the thing to get your mind off all this madness. (removing basket from back, setting it down) We’ve had a great apple harvest, so I was hopin’ you could whip up a few of your delicious pies.

(Cut to inside the basket, the camera pointing up at Pinkie’s smiling face from among the fruit.)

Pinkie: (lowering brows, reaching in) Yes. I will make pies. Lots of pies. (Overhead shot; she paces around it.) I’m going to make Rainbow Dash so many pies, it’ll force her to admit the truth, or I’ll catch her in the act of getting rid of them. (A hop dislodges a few apples.) Operation Pie-of-Lies is a go. (brightly) Thanks, Applejack! I knew I could count on you to come up with a plan.

Applejack: (as Pinkie sinks slowly behind the basket) I don’t think that’s what I did. (looking around, now alone) Also, uh, how do you get outta here?

(Dissolve to a close-up of Rainbow asleep and snoring blissfully in bed, at her cloud house above Ponyville. She has stripped off her flight suit and goggles. The camera follows her roll toward one side and frames Pinkie sitting on the mattress to face her with a smug, narrow-eyed smile. No longer wearing her deerstalker, she allows the sleeper one last moment of quiet before ringing a cowbell on a loop of rope around one foreleg.)

Pinkie: SURPRISE!!

(Rainbow snaps to full consciousness in one terrible instant, yelling in panic and tumbling backward out of bed with her mane in disarray.)

Rainbow: Wh-wh-what’s happening? (Pinkie ditches the bell.)

Pinkie: Happy unofficial “Wake Your Friends Up” Day!

Rainbow: (grunting, climbing onto bed, hoof to face) I’ve never heard of “Wake Your Friends Up” Day.

Pinkie: Well, it’s unofficial. But I made you your favorite pie in celebration. (She reaches below the bed and whips out a pie.) Ta-da! Gifts are the second most important part of “Wake Your Friends Up” Day.
Rainbow: (trying to straighten her mane) Wh-what’s the first most important part?

Pinkie: (menacingly) Accepting the gifts and enjoying them immediately.

(Her mood shifts back to sunny just as quickly, and she passes the pie to Rainbow with a dazzling grin.)

Rainbow: (uneasily) Uh… (smiling) …well, I-I’m sorry I forgot about “Wake Your Friends Up” Day. (glancing at open window) Uh, let me make it up to you.

(A quick snatch at the flowerbed outside, and the camera cuts to Pinkie as a bunch of uprooted blossoms are waved in her face.)

Rainbow: (from o.s.) Here!

(Pinkie takes them and promptly lets go with a sneeze that sends petals all over the room. Meanwhile, Rainbow rolls up a Wonderbolt poster tacked up by the window, exposing a chute set into the wall; she throws the pie into this and lets the poster drop back into place. The camera shifts to follow the pie on its journey through a cutaway view of the house’s levels; after a few moments, cut to the kitchen, where the chute terminates in a hatch. The dessert rumbles its way around the final turns and pops out, at the perfect height for Tank to poke his head out of his shell and gulp it down whole without letting it hit the floor or his food bowl.)

(Up in the bedroom, Pinkie finishes her sneezing fit in close-up. Zoom out to frame the flower debris scattered around her on the mattress.)

Pinkie: The pie! Where’d it go? (Rainbow hovers into view.)

Rainbow: What do you mean, “where did it go?” (Chuckle; lick chops and rub belly.) Mmm-mmm. (She flies off.)

Pinkie: (looking under pillows/bed) How? Where? When?

(Frantic little moans escape her throat as she checks the window and the poster, and one eye begins to twitch in a most alarming manner. Dissolve to several Wonderbolts practicing their maneuvers and tilt down to frame Rainbow on the plateau at headquarters—now groomed, suited up, and with goggles on forehead. As she begins to cross the runway, Pinkie plunges into view and lands face-first on the pavement despite the balloons tied around her midsection. These come loose and drift away as she looks up with a smile.)

Pinkie: Congratulations on your seventy-fourth Wonderbolt training session! (She stands up, holding a pie.) Here’s a pie. (threateningly) Now eat it! (Big grin.)

Rainbow: Okay, this is getting a little out of hoof. I haven’t even trained yet.
Pinkie: Well, I wanted to pre-celebrate because I already know how great you’re gonna do. (unsmilingly, thrusting pie toward her) Eat the pie!

(The ace flyer takes it, ponders it with great trepidation, and suddenly lets her eyes pop.)

Rainbow: (pointing past her) Pinkie! Look out!

Pinkie: I’m not gonna fall for—

(She trails off into a scream as Spitfire swoops down and rams her away; a moment later she finds herself riding among the clouds on the blue-clad back. Once the captain realizes that she has a stowaway, she flips her rump forward to pitch Pinkie away.)

Pinkie: Whooooaaaa!

(With all the grace and aerodynamic finesse of a brick, she disappears among the boughs of a tree. Tilt down to follow her rustling, yelping path, which ends with her hanging upside down from the lowest branches. Rainbow takes advantage of the mishap to toss this pie aside and fly off; cut back to the tree, where a medic pegasus stallion has parked his ambulance wagon in just the right spot for Pinkie to drop loose and land on her back.)

Rainbow: (from o.s.) Pinkie!

(She and Spitfire arrive as the medic straps Pinkie down.)

Rainbow: Are you okay?

Pinkie: (struggling) Get me down!

Medic: (gently pushing her back) Sorry, ma’am, but we have to make sure you didn’t sustain any internal injuries. (He slips into the wagon harness.)

Pinkie: But the pie! What happened to the pie?

Rainbow: (chuckling) Oh, the pie was delicious. You just get better. (The “patient” is towed away.)

Pinkie: NOOOOOOOO!!  

(Wipe to a close-up of her peeking into view around the corner of a building in Ponyville. A fierce, partly crazed smile comes across her face; cut to just behind her—she has spotted Rainbow cruising over a rooftop down the block, and she ducks out of the mare’s line of sight. Rainbow is out of uniform.)

Pinkie: (calling out, stilted) Ahhhh! Somepony help me!

(The ersatz cry for help brings Rainbow around to her general direction, and she zips away to stay just ahead. Cut to just behind Pinkie, now perched precariously on a tottering pie well above ground level as Rainbow pulls to a hover. On the start of the next line, the camera angle changes to pick out the massive pile of baked goods supporting her.)

Pinkie: Rainbow Dash, thank goodness you’re here! I was trying to fix the top pie on my pie pyramid, but the whole thing became unstable! And there’s only one way to save me! (imploringly) You have to eat the pies!

Rainbow: Don’t worry. I gotcha!

(A tight spiral carries her to the pinnacle, from which she easily evacuates Pinkie and brings her in for a safe landing.)

Pinkie: (sourly) Oh, right. Or you could save me that way.

Rainbow: You gotta be more careful, okay?

(She flies off, leaving the pink pony to voice a rising growl of furious frustration that turns into a camera-shaking stomp. The ensuing tremors bring the entire mishmash of pastries down on her in what is surely the most delicious avalanche in recorded history; she puts her head up, covered in filling, crust, and pie tins and stares popeyed after Rainbow. Wipe to a pan down another block, this one serving as a play area for several fillies, the camera panning to follow the blue mare’s casual stroll. Out of nowhere, Pinkie races in to cut her off, fully cleaned up and hauling a cartload of pies. She is back to her happy self.)

Pinkie: Rainbow Dash! I wanted to thank you for saving me from the pie pyramid— (passing one over) —so have a pie! (passing more, increasingly unhinged) Have three! Have fifteen!

Rainbow: Whoa!

Pinkie: I know how much you love them. Now eat up!

(She has managed to empty her cart by this point, and the expression on her face makes her mental breakdown in “Party of One” look like a model of straitlaced sanity by comparison.)

Rainbow: (sweating profusely) Uh…thanks!

(She throws a desperate glance back the way she came; pan quickly to the fillies she passed, then cut back to the two mares.)

Rainbow: I can’t wait to eat… (addressing fillies) …ALL THESE PIES!!

(Cut to them on the end of this; every eye pops, every mouth smiles, and every little hoof hammers the roadbed in a wild stampede toward the pair. Within seconds, the pint-sized herd has thundered past and left Rainbow holding not one scrap of pie; she does her old fake-chewing bit as Pinkie boggles after them.)

Pinkie: What?!? Where did they—how did you— (She settles for glaring at Rainbow.)

Rainbow: (licking chops, rubbing belly) Dee-licious! You did it again, Pinkie!

(Cut to a close-up of the pink face and zoom in slowly as it contorts into a grimace of unmitigated, unbalanced fury, an almost inaudible growl escaping through gritted teeth. From here, dissolve to a pie-decorated banner hanging from the third-story balcony of the town hall. Other decorations have been added at points high and low, and the camera zooms out to frame the town square, which sports an abundance of tables stacked high with pies for ponies to look over. Twilight and Applejack are at a table off to one side, and Rainbow crosses to a different one—only for Pinkie to spring out from beneath it with a pie balanced on her head. The magenta curls and pink face are matted with splotches of ingredients, and the eyes are swollen, watery, bloodshot, and unblinking.)

Pinkie: Rainbow Dash! (backing her up) There you are! I made a pie for everypony and you’re the only one who hasn’t eaten hers yet. (She removes it from her head.) So here. Your pie. For you to eat. Now!

Rainbow: (taking it, hesitantly) A-Are you okay? You seem to be staring more than usual.

Pinkie: I just really like to watch others enjoy my pies.

(The cracked giggle that makes its way out through clenched teeth, coupled with the tilt of her head and uncontrollably twitching ears, does nothing to assuage Rainbow’s concern. Red-violet eyes flick between the pie and the crazed pony who made it.)

Rainbow: You sure you don’t have to blink?
Pinkie: Me? Nope. I’m not much of a blinker.

(She somehow manages to take the creepy vibe up a notch or three by licking her own eyeballs.)

Pinkie: Uh, don’t mind me. Go ahead and take a bite.

Rainbow: (tentatively) Well…do I want to take a big bite or a small bite?

(She flashes the tiniest hint of a calculating smile. Cut to Pinkie, gradually boiling over.)

Rainbow: (from o.s. ,with deliberate slowness) I just don’t know. (Back to her.) Or maybe medium…no, no, no. Definitely not medium.

Pinkie: (breathlessly, straining) Just try some!

Rainbow: Ahhh…

(The contorted shape of Pinkie’s mouth might barely qualify as a smile if one were feeling extremely charitable toward victims of severe mental illness. Rainbow’s mouth opens slowly in extreme close-up, then closes again as the camera zooms out.)

Rainbow: Do you have any…milk?

(Pinkie goes into full-body, teeth-grinding shivers as a bell rings; cut to the source—the town’s clock tower. In slow motion, the next chime sounds at a lower pitch…and Cherry Berry munches into a slice, spraying her table-mate Caramel with crumbs…and a bird flaps lazily through the sky…and, in a cut to her perspective, Pinkie does actually blink to black out the screen. The moment her upper and lower lids meet, normal speed resumes and the view snaps to the two mares. Rainbow seizes a bunch of balloons from the nearest table, ties them to the pie, and heaves it upward and out of sight while Pinkie still has her eyes closed. Snap to black, which splits as a slowly opening eye—Pinkie’s perspective again—to show Rainbow licking her chops and rubbing her belly in feigned satisfaction. The clock tower rings once again, heard at its normal pitch; Caramel wipes his face; the bird goes on its way. Pinkie is floored by the fact that the pie she forced on Rainbow has gone bye-bye, but at least her eyes have lost their puffy, bloodshot appearance.)

Rainbow: Ah, never mind. Your pies are just too good to resist! (She walks off; zoom in on Pinkie.)

Pinkie: What?! No! No! (glaring after Rainbow, now at Twilight/Applejack’s table) That’s it! I can’t take it!

Rainbow: Uh, everything okay, Pinkie?

Pinkie: No! Everything is not okay! YOU HATE MY PIES!!

(Every eye in the town square swivels disbelievingly toward the face-off.)

Rainbow: What are you talking about?

Pinkie: You know exactly what I’m talking about! I saw what you did—well, I didn’t see what you did, but I know that you’ve been fake-eating my pies! You threw away the pie I made for your seventy-third Wonderbolt training session, and I know you secretly somehow got rid of all the other pies I gave you! ADMIT IT!!

Rainbow: That’s crazy! What do you think I did, somehow make them all disappear into thin air?

(Thin air chooses this moment to return the one she airlifted out, which comes down squarely on the head of the boiling-mad baker.)

Rainbow: (chuckling weakly, scratching back of head) Okay. So maybe I made one of them disappear into thin air.

(She earns a round of very puzzled looks from the other consumers and a withering glare from the pie-wearing Pinkie. Fade to black.)

Act Three

(Opening shot: fade in to the face-off in the town square.)

Pinkie: HOW COULD YOU?!? 

Rainbow: What?! I-I, uh… (hovering, thinking fast) …I-I just wanted to share these amazing pies with the folks of Cloudsdale. (tapping hooves nervously) So I, uh, I was trying to send them up via…balloon mail.

Pinkie: (accusingly) But you just said they were delicious.

Rainbow: Well, obviously that’s because… (A moment’s thought.) …I have amnesia!

(Blue eyes narrow through the smears of filling as she descends to the ground.)

Rainbow: I’ve been brainwashed! (smiling weakly) I-It’s…Opposite Day?

Pinkie: (advancing on her; the mess falls off her face) Your memory’s working fine, you hate washing, and I know today’s not Opposite Day because I bake you a pie for it every year. A pie that you probably just throw away, or give to charity, or destroy with your laser eyes while laughing at me!

Rainbow: (really puzzled) Laser eyes?

Pinkie: Oh! Oh! So you admit it! (She storms off.)

Rainbow: What?! No! I-I can explain!

Pinkie: (flipping a pie tin off her head) I DON’T WANT TO HEAR IT!!

(She gallops away from the square as the empty container rattles forlornly to a stop before Rainbow, who stares at it and lets her head droop sadly. Dissolve to the library within the Castle of Friendship; she paces the floor moodily while Twilight and Applejack sit on a couch.)

Rainbow: She won’t listen to me, she won’t let me apologize… (Stop; sigh.) …I feel terrible. (Close-up of Twilight.)

Twilight: Well, you have been lying to her. To all of us, actually. (Pan to Applejack.)

Applejack: (accusingly) Yeah. Is there anythin’ else you’re lyin’ about that we should know?

Rainbow: No! (wilting a bit) Well, not that I can think of off the top of my head.

(The brow over one green eye arches just a notch to accentuate a fresh scowl on the farmer’s face.)

Rainbow: (pacing) Is it my fault that I don’t like pies? And not just Pinkie’s pies, all pies! I know how much she loves making pies, and if I told her I didn’t like them, it would’ve crushed her!

Applejack: Uh, you kinda crushed her anyway.

Rainbow: (sputtering) But I— (Long, resigned sigh.) —you’re right. I guess I should’ve just eaten the pies in the first place.

(A pause, then a gasp.)

Rainbow: (smiling) Wait. That’s it! I know how I can make it up to her!

(She gallops away. Wipe to Pinkie’s bedroom, the newel post and trapdoor having reset themselves from Applejack’s accidental triggering of them in Act Two. As the pink goofball lies face-down on her bed and Gummy perches on the pillow, a wisp of greenish vapor drifts in through a partly open window. She has fully cleaned herself up from the debacle in the town square, and she sits up to get a lungful of the gas.)

Pinkie: Pee-yew! (pinching nose) Gummy, is that you?

(A small stone arcs up just beyond the window to tap against the panes; she lowers her hoof.)

Pinkie: Huh. What is that?

(Cut to outside the upper story of Sugarcube Corner as she opens the window for a peek out, then zoom out on the next line to frame a hovering Rainbow as the thrower.)

Pinkie: (sourly) Oh. It’s you. 

(Close-up of the pie-averse pony, framing Twilight and Applejack on the ground below her and something that stands between them, almost completely hidden by her form.)

Rainbow: Pinkie Pie, wait! (Sigh.) I know now that I should’ve been honest with you from the start because lying to your friends is wrong— (smiling, embarrassed) —and because getting rid of all those pies was a giant hassle. (Applejack puts a disgusted hoof to her face; Twilight grins stupidly.) I mean, do you have any idea how many pies you’ve made for me over the years?

Pinkie: (dryly) Yes, I know exactly how many. I have a very detailed pie-ling system.

Rainbow: (deflated) Of course you do. The point is— (Cut to Pinkie, forelegs crossed and face turned pointedly away; she continues o.s.) —I thought the hassle was worth it just to spare your feelings. (Pinkie turns toward her, surprised.) But I was wrong. (Back to her.) So, to make up for it…

(She shifts position just enough to fully expose the object placed between Twilight and Applejack: a pie that stands nearly as tall as they do and is absolutely unfit for consumption by any living organism. Part of the thick, pockmarked gray crust has broken loose to expose a filling whose color is normally associated with the contents of a backed-up septic tank, and Twilight and Applejack cringe away from the dribbles that have made it over the edge. Bits of badly abused plant matter protrude from the holes in the crust, and the whole abomination is emitting the green miasma that caught Pinkie’s attention so unwholesomely.)

Rainbow: …I made this pie for you.

(A bubble rises within the filling and ruptures with a glutinous pop.)

Rainbow: Well, I guess I made it for me, to eat in front of you. Point is, I’m eating this pie for friendship!

Pinkie: Wait. That smelly circular monstrosity is a pie?

Rainbow: Yeah! (scratching back of head) I know I can’t go back and eat all the pies you made for me in the past, so instead— (Cut to a highly concerned Pinkie; she continues o.s.) —I’m gonna eat this giant one for you now!

(The upper-story onlooker claps hooves to mouth on the end of this, out of fear for her friend’s digestive tract and/or to keep the contents of her own where they belong. Back to Rainbow.)

Rainbow: So…here I go!

(She shoots upward and dives smack into the center of the horrid mess, coming up with blots of it on herself and holding a sizable chunk that pops a bubble to douse her. The mouth opens wide, leaning unwillingly toward the worst meal in Equestria.)

Rainbow: (weakly) Ahhhh…

Pinkie: (from o.s.) Wait! (Cut to her.) I can’t watch you do this!

(The poofy-maned head pulls itself back in through the window, and a series of jerky camera motions marks her scrambling, clattering progress down to ground level. She throws the front door open to face the three visitors.)

Pinkie: I mean, is that crust or some kind of concrete?

Rainbow: Yeah, honestly, I have no idea.

Pinkie: Oh, I can’t believe you’re willing to eat this terrible pie for me! (crossing to her) It’s ridiculous and this whole thing is overly complicated, and…  (Sigh; smile.) …I think I finally understand why you lied.

(Wavering dissolve to her flashback of Rainbow’s birthday party in Act One: Pinkie is about to give Rainbow the pie she has brought.)

Rainbow: (pointing) Whoa! What’s that?

(Pinkie turns to look, the pie being knocked away.)

Rainbow: (fake-chewing) Mmm-mmm…huh. Guess it was nothing. (She chuckles as Pinkie squeals with delight and bounces in place.)

Pinkie: I’m so glad you enjoyed my pies!

(She hugs the guest of honor. A flash shifts the scene to the next memory, among the tables outside Sugarcube Corner. Having just distracted her, Rainbow snaps the tablecloth to send the three lemon meringue pies to the other customers.)

Rainbow: (fake-chewing) Mmm, oh, never mind. Heh. Great pies!

(Pinkie squeals and trots in place. Flash to the third memory: she has just popped out of the bush and given Rainbow the custard pie.)

Rainbow: (looking past her) No way. Check that out!

(Pinkie does so, the treat being set on the idle cart and launched up o.s.)

Mare: (from o.s. above, laughing) It’s not even my birthday!

Rainbow: (to Pinkie, fake-chewing) Oh, sorry. Guess it was nothing. (Lick chops.) Mmm. But that custard was everything!

Pinkie: Seeing you eat my pies makes me the happiest pony in all of Equestria!

Rainbow: (chuckling) I know it does.

(Wavering dissolve back to the pair in the present.)

Pinkie: You did a lot of ridiculous and overly complex things to get rid of my pies, because it made you happy to see me happy. Just like I went to a lot of effort to make you the pies, because it made me happy to see you happy.

Rainbow: Yes!

Pinkie: And if you’re willing to go through all of that, it really shows how much you’re willing to do for your friends.

(Cut to Rainbow on the end of this, Twilight and Applejack trading a smile in the background.)

Rainbow: (chuckling) Aw, shucks. It was nothing.

Pinkie: Now get outta that thing and give me a hug!

(The besmirched mare extracts herself from the filth—with some degree of effort—and zips down to fulfill the request. Pan slightly to put only these two in frame.)

Pinkie: Just remember. In the future, you can always be honest with me.

(She tightens her grip, causing Rainbow’s eyes to bulge from their sockets; pan to Twilight and Applejack on the start of the next line.)

Applejack: (dryly, to Twilight) Uh, I coulda told her that.  

Rainbow: (strangled, trying to laugh) Cool. How about this? Your hugs are too tight.

Pinkie: (laughing, patting Rainbow’s head) No, they’re not.

(Rainbow rolls her eyes through the brown muck caked onto her face and sighs with a mix of resignation and good humor. “Iris out” to black, the aperture taking the profile outline of a pie in its tin.)


UNCOMMON BOND

Written by Josh Haber, Kevin Lappin

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to the sun in a tranquil daytime sky and tilt down to the Ponyville train station. Starlight Glimmer paces the platform, a happy bundle of nerves, and gazes searchingly in one direction along the silent tracks that stretch toward the horizon.)

Starlight: (trotting in place, turning to conductor stallion at window) Ooooh! Excuse me, when does the noon train from the Crystal Empire arrive?

Conductor: (slightly bemused) Uh…noon.

Starlight: Huh. Right. (Laugh.) Sorry. (Trot in place.) I’m just a little excited because my friend Sunburst is coming!

(She directs a big grin through the glass. Dissolve to her walking alongside an engineer stallion as he pulls a dolly stacked high with luggage across the platform and pays no attention.)

Starlight: He’s my oldest friend. I mean, we’ve known each other practically forever. (She stops; he goes on.) We have tons in common.

(Another grin; now the view dissolves to a close-up of her sitting on her haunches and addressing DJ P0N-3, partly visible in the foreground. An energetic dance track can be faintly heard, the blue-maned unicorn bobbing her head to the beat.)

Starlight: We both love magic and games and jokes—everything, really. Now that I think about it, there isn’t a pony in all of Equestria I have more in common with.

(As she finally realizes that she is being roundly ignored, the camera zooms out to frame DJ P0N-3’s trademark headphones socked firmly over her ears. The music is coming from these, cranked up loud enough to be heard through the housings. Starlight shoots her a dirty look, but before she can come up with anything more devastating, the sound of a distant locomotive whistle prompts her to gasp happily, get up, and hurry toward the platform’s edge. A train pulls in, stopping in just the right spot to put one set of car doors directly in front of her. These slide open so that a great many crystal ponies can emerge; she looks eagerly back and forth through them, but worry pulls her mouth into a frown after a few seconds. Once the last of the passengers have debarked, she gallops to the open doorway and peeks inside. Cut to her perspective, looking down the length of the cars in one direction—empty—then back to her, glancing the other way—then to her perspective, finding these cars equally vacant.)

(When the camera cuts back to her, the doors slide shut with no warning and she pulls her head out barely in time to avoid a broken neck. The train pulls away in a hiss of steam, leaving one low-spirited unicorn now alone on the platform. She lets her head drop and begins to plod away, but the next word stops her cold.)

Sunburst: (from o.s.) Starlight?

(She glances back over her shoulder; cut to her perspective of her old friend, letting some of his overstuffed luggage settle out of his field and onto the platform. She gasps happily; back to her.)

Starlight: Sunburst! (They gallop toward each other and embrace.) You made it!

Sunburst: Of course! I’ve been looking forward to this visit for a long time.

(He levitates one suitcase into a nearby wagon and begins to shift a second, larger one. Starlight takes control, grunting with exertion, but it proves to be too heavy and hits the boards with a thud. The lid flies open—it is full of books, a few of which tumble out.)

Starlight: Whoa. How long are you staying?

Sunburst: Uh, just a little reading for the train. (Grin.)

Starlight: (giggling) Same old Sunburst.

(She has no trouble levitating the tomes back into the case and forcing the lid down, and one grunting heave sends the case into the wagon. Sunburst’s magic brings his last bag over to join them as she continues.)

Starlight: It’s gonna be so great spending time together! Just like old times. (Close-up.) You and me, doing the stuff we like—games, magic—

Sunburst: (from o.s.) —antiquing—

(Not at all what she had expected to hear, judging from her suddenly wide eyes.)

Starlight: What? (Cut to frame both.)

Sunburst: Antiquing. You know I like antiquing.

Starlight: You do?

Sunburst: (laughing a bit) Um, of course! Historical knickknacks, ancient relics—oh! You are so lucky! Ponyville is Antique Central!

Starlight: It is?

Sunburst: How have we never talked about this? (poking her in the chest) We are going antiquing, and you are gonna love it!

Starlight: (smiling) Okay. Let’s drop your stuff off at the Castle first.

Sunburst: Sure. Only…

(He gestures behind himself, the camera zooming out to frame a roof-high pile of luggage that most definitely was not there when he first arrived. A porter stallion strains to carry up one last suitcase by the handle in his teeth, having apparently been quite busy during the previous exchange.)

Sunburst: (laughing sheepishly) …uh…we may need to make a few trips.

(The piece is pitched atop the mass. Fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to a shelf within a store stocked with a wide variety of random items: candlesticks, mirrors, teapots, and so forth.)

Sunburst: (trotting into view, followed by Starlight; pan to follow) This is so great! Who knew I’d be the one showing you the cool sights of Ponyville?

(But she does not even come close to sharing his enthusiasm.)

Starlight: I’m a little surprised myself.

(After a quick glance this way and that, he stops and ignites his horn, bringing two bricks out of a crate and floating them overhead.)

Sunburst: (showing each in turn) Wow! What a difference between the hoof-molded bricks and the extruded ones, right?

Starlight: (gamely, glancing between them) Uh-huh. (Weak chuckle; he puts them away.)

Sunburst: (looking toward ceiling) Ooh!

(A longer shot establishes that an assortment of chandeliers has drawn his eye.)

Sunburst: And check out all these chandeliers! Sometimes, the crystals have magical properties.

Starlight: Oh! Oh, that’s cool. Uh, how do you—

Twilight Sparkle: (from o.s.) Sunburst! (Cut to her at a doorway.) I’m so glad you’re here! (She trots to the pair.)

Sunburst: In the antique store?

Twilight: In Ponyville! Starlight’s really been looking forward to your visit. (Starlight grins.) Though I’m glad you’re in the antique store, too. I’m usually the only one.

Sunburst: (snickering) That’s crazy! Who doesn’t like antiquing? (to Starlight) Right?

Starlight: (grinning/laughing unconvincingly) Right.

Twilight: (trotting across store) Ooh, look!  

(As she continues, cut to a close-up of a framed map, carved into a weathered stone slab and hanging on the wall, and zoom out to frame all three.)

Twilight: An ancient map of Equestria made by the Mighty Helm!

Sunburst: (to an uninterested Starlight) Without the help of unicorn magic or pegasus flight, the earth ponies of the Mighty Helm were able to map the entire coast of Equestria.

Starlight: (forcing a grin) Cool!

(Finding herself alone as Twilight and Sunburst set off across the shop floor, she starts gloomily after them. Dissolve to a slow pan along a set of shelves, the camera pointing out across the aisle and panning slowly as the two antique aficionados advance into view. Both stop short, gasping in unison, and race ahead as Starlight clumps wearily after them. What they have found is a pole-mounted hat rack; they circle around to inspect it from various angles, and Sunburst waves to Starlight, who does her best to feign interest with an artificial grin.)

(Dissolve to a close-up of a glass display case that holds a necklace consisting of a gold seashell strung on a thin chain. The beaming reflections of Twilight and Sunburst are visible on the surface, and both laugh merrily over the find before ducking out of sight. Cut to them; Starlight is a few feet back, chin propped on one foreleg supported by a stack of books and bored out of her gourd. They turn their eyes to her, but she does not react until one book slides loose, sending up a puff of dust and nearly dumping her to the floor. She manages a blushing smile and widens it to a grin while bending down to embrace the collection of well-aged literature.)

(Dissolve to a close-up of Twilight, floating a small stone carving past that might bear a strong resemblance to Sweetie Belle if she were an earth pony. Pan to follow it past an appreciative Sunburst and a dour-faced Starlight, who forces herself to grin at the item. Another dissolve, and Twilight is leading the other two down an aisle; only now does Sunburst fully notice just how much fun his old friend is not having. Cut to them.)

Sunburst: You don’t have to pretend to like all this stuff.

Starlight: (laughing airily) What? No! I do like it. I mean, if you like it, I like it. Besides, we’ve almost looked at everything, right?

Twilight: (from o.s.) Oh, wow! You have got to see this Saddle Arabian vanity!

(Sunburst gallops eagerly in the direction of her voice and finds her some distance along a side aisle, leaving Starlight to gaze dejectedly after him.)

Starlight: This shop looked a lot smaller from the outside.

(Dissolve to a long shot of the front entrance to the Castle of Friendship, zooming in slowly, then cut to a patch of floor in the library. Twilight’s magic sets down a multitude of items from a bygone era, a large, locked chest figuring prominently among them, and she and Sunburst step into view in the fore. Cut to the crowded interior of the chest, which lightens as the lid creaks open so the two can aim inquisitive, anticipatory grins toward the contents. Sunburst pulls out a lantern, which meets with Twilight’s approval, and pivots to show it off to an unenthused Starlight as the camera zooms out to frame her at a table. Caught out by the exhibition, she offers the best grin she can gin up on zero notice. A dissolve frames a close-up of Twilight, magically lifting a chipped teacup out of the day’s piled-up finds. Sunburst, having put the lantern aside, is quick to bring up a matching saucer on one hoof and let his own horn take control of it; Starlight, unnoticed, sourly twirls a teaspoon in her field until he notices and exerts his own to pull it away. As she grimaces to herself at being overlooked, Twilight and Sunburst have fun assembling the place setting in midair and stirring an imaginary cup of tea. The pinkish-violet face flops onto the table.)

(Dissolve to a long overhead shot of the three, Sunburst levitating an implement up for Twilight’s appraisal. Various items are scattered on the table, and others litter the floor among a couple of Sunburst’s suitcases. The cobbled-together tea service has been put away.)

Sunburst: Did you see this Palominian letter opener?

Twilight: (levitating a quill) Wow! That goes well with this ancient phoenix-feather quill! We could write to each other! (They embrace, setting the items down.)

Twilight, Sunburst: Pen pals!

(They pull apart with a laugh, Starlight joining in as best she can fake it.)

Starlight: Um, I-I really like this old-timey barrel.

Sunburst: Actually, the stuff I bought is inside the barrel. (leaning head against it, stroking staves, clapping) But I can’t wait to see what it is! (He floats the lid off…)

Starlight: Wait. You don’t know what you bought? (…and then back on, shaking his head.)

Sunburst: Mmm-mmm. It’s a blind buy. Sometimes, shops get too busy to go through everything. So they load up a box or barrel and sell it without knowing what’s inside! (Twilight grins.)

Twilight: Buying one is sort of like a treasure hunt. (Starlight does likewise.)

Sunburst: Once, I found a first-edition history of Equestria, in the original Old Ponish.

Twilight: Hleit farsetten pleit!

[Note: I have chosen to transliterate Twilight’s line as an approximation of spoken German, in which “ei” is pronounced as a long I and the “e” and “a” sounds in the second word are short vowels.]

(The two share a hearty laugh, but it takes a moment or two for Starlight’s total lack of comprehension to register in their minds.)

Sunburst: (to her) It’s an Old Ponish saying. “Reward prefers risk!” (Twilight considers this, not quite satisfied.) Uh, it loses something in the translation.

(Starlight nods and grins dumbly with a little laugh, but quickly deflates again.)

Twilight: (levitating everything off table and down to floor) Mmm—why don’t we look through this stuff later?

Sunburst: Yeah. What do you want to do, Starlight?

Starlight: (smiling slyly) Well, I don’t know if you’re gonna remember this, but…

(Tabletop-level view of the slightly confused stallion, seen from her side as she slides a flat, stained box into view toward him. He utters a short, sharp gasp, the eyes behind the round spectacles widening, and leans down over it.)

Sunburst: Is this…

(He grins, rotating it a quarter turn; cut to his perspective. The lid depicts two dragons breathing streams of fire that converge over an erupting volcano. Tilt up from it to frame a newly animated Starlight leaning over the table toward him.)

Starlight: Dragon Pit! (All three again.)

Twilight: I remember that game! You two used to play it?

Sunburst: (chuckling) Pretty much anytime we weren’t working on magic. (to Starlight) I can’t believe you found a copy!

(She offers up a genuine grin. Dissolve to the three sitting/lying on the library floor and gathered around the gameboard, which includes a model volcano at its center with tracks of “lava” snaking down its sides to run in all directions. Clusters of reddish crystals jut from the board surface as decoration. Each player has a dragon-shaped token on a path of movement spaces; Starlight nudges hers along, and Twilight uses a burst of magic to roll a die, which comes to rest showing one.)

Starlight: Sunburst would get so excited whenever his dragon got trapped, he knocked the whole board over.

(On the end of this, cut to a close-up of one token as Twilight leans down to float it one space ahead.)

Twilight: That’s adorable.

Sunburst: Uh, well, it’s an exciting game. But I have a little more control over my horn now.

(He proves it by levitating the die up, spinning it in place above one hoof, and letting it bounce across the floor. The roll is two, and he pushes his token ahead to match.)

Starlight: (tauntingly) Uh-oh! Somepony’s dragon’s gonna get trapped!

(The volcano rumbles and ejects a red-streaked marble, which rolls down the slope and along one of the tracks. It strikes Twilight’s token and stops dead as she watches with an amused smile.)

Twilight: Doesn’t seem so exciting to m—

(And then the space on which her token rests opens like a trapdoor to drop both it and the marble out of sight. She cranks off a peal of wild laughter, igniting her horn brightly enough to white out the screen as the whole board shakes and overturns. Fade in to the three and their capsized game, Starlight snickering silently while Twilight offers an embarrassed blush and grin.)

Sunburst: Huh. I guess it is adorable.

(Starlight giggles quietly. Dissolve to her and Sunburst in a guest room crowded with his luggage; he levitates books out of a case and tucks them away, while she shifts one of his bags off to the side.)

Starlight: (tentatively) I hope you’re enjoying your visit so far.

Sunburst: Are you kidding? I mean, first antiquing, and then spending time with Twilight? (Close-up of Starlight.)

Starlight: (caught off guard) Oh! Yeah. She’s pretty great.

Sunburst: (from o.s.) Right? (Both again.) I mean, I know she’s a princess, but I never thought she’d be so fun to just hang out with.

Starlight: (chuckling) Well, she is the Princess of Friendship.

Sunburst: (laughing) Right. I guess that makes sense.

Starlight: So, tomorrow I thought—

Sunburst: I suppose I’m just surprised at how well we get along. (His face falls; he stops sorting the gear.) I don’t have much in common with most ponies.

Starlight: You two are pretty similar. I don’t know many ponies who are fluent in Old Ponish.

Sunburst: Exactly! (He trots over, not seeing her sudden glumness.) Oh, I probably have more in common with Twilight than anypony in Equestria! (Back he goes.)

Starlight: Right.

Sunburst: (sighing, patting her shoulder) Anyway, I better get some sleep. (Yawn.) Ponyville might be small, but there’s a lot to do. (He ushers her out.) Maybe we should ask Twilight what she recommends we see!

(Having stepped out, Starlight puts her head back in through the doorway.)

Starlight: Um…sure. (Smile.)

Sunburst: Great! (His perspective of her.) Good night, Starlight.

Starlight: Uh—

(She gets no further before the door closes in her face. Cut to the discomfited mare in the corridor.)

Starlight: (softly) —good night.

(Four hooves plod away as the view fades to black.)

Act Two

(Opening shot: fade in to Sunburst sleeping soundly in his bed, glasses off, as the chirping of crickets drifts in from outside. With no warning, the door bursts open and a very perky Starlight bounds in.)

Starlight: (singsong) Knock-knock!

(Close-up of him on the end of this, grabbing and clapping on his specs, then cut briefly to his perspective as she leans grinning over him. When the view shifts back to the bed, he sits up with a yelp, the blankets sliding down enough to expose the fact that he has removed his cloak.)

Sunburst: (drowsily) Oh. Hi, Starlight. (Yawn.) Is it morning already?

(A glance out the window informs him that the hour is nowhere close to dawn.)

Starlight: Yep! Maybe a bit early— (He pulls the blankets up with an embarrassed grin.) —but like you said, there’s a lot to see in Ponyville.

Sunburst: Uh…right. Okay.

Starlight: (laughing) Plus, I couldn’t really sleep. I just kept thinking about all the stuff we have in common and how much fun we’ll have today.

Sunburst: Great! Uh, is Twilight up yet?

Starlight: Uh, actually, I’m pretty sure she’s busy with princess stuff today.

Sunburst: Oh.

(Yawning, he floats his glasses back onto the nightstand and settles down to sleep again; her next words jolt him out of it and prompt him to sit up again.)

Starlight: But I’ve got a full day of stuff planned—just you and me. (Chuckle.)

Sunburst: Uh…great! (Glasses on; she stares at him for a silent moment.) Um…would you mind turning around or preferably leaving the room so I could get changed?  

Starlight: (suddenly catching on) Oh! (laughing nervously, backing out of room) Right! Sorry.

(Her magic wreathes the door handle and pushes it closed once she has gone, leaving him sitting up in bed and mulling over this off-kilter wake-up call. Wipe to a close-up of him standing among a grove of trees—fully dressed, mane/tail/beard in their usual, slightly unkempt state, and wondering just what is going on. He waves off an annoying fly; zoom out slightly to frame Starlight standing a pace or two back and gesturing ahead.)

Starlight: One genuine Sweet Apple Acres apple tree! (Chuckle.)

(Cut to just behind them and tilt up slowly; it is indeed a healthy specimen, but Sunburst does not seem terribly impressed and turns a puzzled look to her. The camera then shifts to an overhead shot of them, seen from among the topmost branches.)

Starlight: (coaxingly) Because we used to drink so much apple juice as foals?

Sunburst: Uh—I don’t remember that. (Ground level.)

Starlight: Really? (laughing) I mean, it was all we drank. Uh, here. Try an apple. I bet that’ll jog your memory.

 

(A few steps bring her to the trunk, where she pivots to deliver a buck that brings down a respectable number of apples.)

Voice of Trixie: (from o.s.) Oh! Ow.

(Close-up of the itinerant magician as she totters sideways into view from behind the tree, stars whirling around her head and an apple freshly impaled on her horn. She is not wearing her usual wizard’s hat and cape.)

Starlight: (from o.s.) Trixie?! (Cut to her and Sunburst.) What are you doing here?

(Trixie comes to her senses with a little gasp. During the next line, she magically pulls the fruit off her horn, turns it into a teacup, and settles it on an upraised hoof.)

Trixie: I often seek the privacy of the orchard to practice new feats of amazement. (It vanishes; she deflates a bit.) And also, I fell asleep.

Starlight: Oh! Well, Sunburst and I were just catching up, so— (Trixie gasps excitedly.)

Trixie: I don’t suppose the two of you want to see a never-before-witnessed magical marvel?

Sunburst: Sure!

(Starlight gives him an “anything but that” look and utters a dispirited sigh.)

Starlight: (resignedly) Why not?

(He grins from ear to ear. Dissolve to a close-up of a fully kitted-out Trixie standing proudly in front of her wagon.)

Trixie: Behold, visiting friend from Starlight’s past, and be amazed by the Great and Powerful— (winking) —and current best friend of Starlight…

(Zoom out. She is up on a small, light-festooned stage set up in front of the wagon and has set out two trunks of props, and Starlight and Sunburst have taken up haunch-sitting positions on the ground to watch the show. The entire setup is parked around the side of the Castle.)

Trixie: …Trixie!

(Fireworks burst in the air around the setup, bringing a giddy grin to Sunburst’s face and a contented little smile to Starlight’s. Kicking her horn into gear, she brings a long chain out from each trunk, wraps these around her legs and body, and applies a padlock.)

Trixie: I give you… (She strains briefly against the bonds.) …the Unicorn Escape!

(Her magic pulls a long rod into view overhead, an attached curtain hiding her from sight.)

Trixie: (from behind, grunting with effort) Just…one…more…twist…and…

(During the previous, the camera cuts briefly to the two spectator unicorns, who let their faces communicate their perplexity at the way this show is turning out. The view shifts to behind them again after she finishes.)

Trixie: (from behind, hushed) The Great and Powerful Trixie requires a little assistance!

(Another cut to the pair on the end of this; they gallop toward the stage, and the curtain is whisked away to expose the hapless magician. She has managed to entangle herself even more thoroughly, and a few drops of sweat are dribbling down from beneath the hat that has crumpled under the weight of the chain loops now wrapped around it. A zoom out frames Starlight and Sunburst on the stage to either side of her.)

Sunburst: I know this trick. There’s a special link, but I could never hold the chain up long enough to find it.

(His aura pulls at first one length and then another, eliciting a range of pained grunts and mumblings from Trixie but yielding no progress. Starlight’s patience quickly runs out, and her magic hoists Trixie bodily off the stage and separates her from the chains in one swift flash, letting them rattle down while gently lowering her onto her hooves.)

Trixie: Well, if I could do magic like that, I’d have a whole slew of new tricks at my disposal.

Sunburst: I always liked close-up magic, because I knew I could do it if I just practiced enough.

(He steps closer to her, slips a hoof behind her head and under the hat brim, and withdraws a string of colorful handkerchiefs as she giggles to herself. Dissolve to the three unicorns still on the stage, Sunburst’s power whirling the bright cloths in a circle overhead as Starlight boggles at the sight. The trunks have been cleared away, and the sky has lightened into morning. Sunburst points one front hoof toward the clouds and brings the handkerchiefs down; from this camera angle, they seem to thread themselves directly into his foreleg and disappear from sight. He faces the hoof forward with a satisfied grin, showing no trace of them—and then the camera cuts to his perspective. On the side facing him are a couple of bits of tape, indicating a paper cover on the hoof that is the same color as its pale tan sock. These pop loose, the cover falling away to reveal the whole string wrapped around his actual hoof, and Trixie cheerfully stomps her approval of the trick while Starlight stitches on a slightly pained grin.)

 

(Dissolve to an extreme close-up of an open newspaper, which tears itself down the middle to show Trixie in control behind it. The two pieces are further shredded and crumpled into a single large ball, which she works between her hooves and then unfolds to reveal it completely restored. However, a cut to her perspective gives away her secret—dozens of pieces of tape holding the scraps together—and the whole thing falls apart to frame a grinning Sunburst as her audience. The handkerchiefs are gone from his hoof now.)

(An expanse of some starry material is pulled into view to fill the screen in extreme close-up, then floated away from the camera. It is a deck of cards in Sunburst’s magical grip; he fans them out, keeping their backs to Trixie, and turns his face away as she draws one with her own field, checks it—three of diamonds—and slips it back in. Sunburst executes a quick cut and shuffle, then flips up the top card with a dazzling grin. It is the ace of clubs, though, and Trixie shakes her head at the wrong pick as it is returned to the bottom of the deck. Card after card is shown and rejected in like manner, and Starlight puts an exasperated hoof to her forehead at her old friend’s ineptitude.)

(A blue, polka-dotted cup is pulled down past the camera; behind its upended bottom, the view changes to show Trixie standing behind it and two striped ones arranged in a row, a smug smile on her lips and a small red ball on one hoof. Her magic lifts the dotted one, in the center, just long enough to slip the ball underneath, and both front hooves shuffle the cups in a pastel blur. The classic “cups and balls” routine has begun, and Sunburst and Trixie stand facing each other across the cardboard box on which the cups are laid out. He points to the center one, which she lifts with her aura to expose the ball, and is so pleased with his success that he stomps applause. However, the motion jostles the box enough to topple the other cups and expose a ball hidden beneath each. One ball bounces across the stage and rebounds slightly against Starlight’s hoof as she stares flatly toward the two illusionists.)

(Dissolve to all three standing amid a scatter of props.)

Trixie: Starlight, why didn’t you tell me how much Sunburst and I had in common?

Starlight: (dryly) Gee. I don’t know.

(Dissolve to a slow pan across the underground cavern in which Pinkie Pie found the Mirror Pool in “Too Many Pinkie Pies.” Starlight leads Sunburst down the natural ramp into the area, having regained her chipper demeanor.)

Starlight: I know Trixie’s “magic” is, you know, fun, but the Mirror Pool is actual magic.

Sunburst: Whoa! Th-this place is pure pony lore!

Starlight: Yep. I mean, It’s supposed to be all dangerous and— (Cut to Sunburst, inspecting his reflection in the water; she continues o.s.) —I guess I shouldn’t have broken the seal to get in, but— (Her image leans into view.) —you wanted to see the sights of Ponyville, right?

(She has referred to the huge boulder that Twilight and Big Macintosh used to plug up the cavern entrance at the end of that same episode. She ducks away again as puzzlement registers on Sunburst’s face.)

Sunburst: So Pinkie Pie just dove in and made copies of herself?

Starlight: (nodding) Mmm-hmm. (coaxing) If we made copies of ourselves, we could get a year’s worth of hanging out over in one day.

(A mildly reproachful look from the stallion is all it takes to make her reconsider.)

Starlight: Uh, not that we would. (A distant tapping is heard against the rock walls.)

Sunburst: Do you hear that?

(He trots in the general direction of the disturbance and she follows. Cut to a head-on view of the pair, moving through a dim passage that slowly brightens.)

Starlight: Oh, I hope it’s not a leftover Pinkie Pie.

Maud Pie: (from o.s.) Not exactly. (Both smile.)

Starlight: Maud! How did you get in here?

(Cut to frame all three ponies within a small chamber illuminated only by the lamp on the hard hat worn by Maud.)

Maud: This cavern’s actually connected to mine.

(Referring to the domicile she set up for herself in “Rock Solid Friendship.” The cause of the noise becomes clear when she starts striking a front hoof gently against a patch of wall.)

Sunburst: Um, w-what are you doing?

Maud: Tapping.

Starlight: (to Sunburst) Maud isn’t super-chatty. (Close-up.) I mean, you and I could sit around and talk all day— (Laugh.) —but she looks pretty busy.

(She looks toward him with sudden surprise as the camera zooms out to show her now standing alone. The next shot is an overhead close-up of Maud and an intently watching Sunburst at the wall.)

Sunburst: Are you taking some kind of core sample?

Maud: Not exactly. I’m uncovering this section of strata for closer study.

(Cut to Starlight on the end of this, a slight scowl wrinkling her features, then back to the other two.)

Maud: You might want to step back.

(He does as instructed, and she delivers one more blow against the stone before doing likewise. A sizable patch fractures and collapses, giving a brief glimpse of violet crystalline material behind it as the screen fills with dust. Starlight’s coughing is heard in time with the clearing view; now the lustrous layer beneath the dull rock gleams for all to see.)

Maud: I’m studying this area’s metamorphic—

Sunburst: —foliation! Is this gneiss, phyllite, or slate? Wow. The pressure above must be pretty uniform to get the planar fabric to be this consistent.

Maud: You know about geology?

Sunburst: (pacing across chamber) Eh, I dabble. For example, by the speleothems in this cave, I kind of figured there was another way out.

Maud: (crossing to him) Because of the calcite deposits.

(They walk off together, leaving Starlight to voice a long sigh and turn back the way she and Sunburst came in. Dissolve to Maud and Sunburst crossing the open space to another exposed luminous patch, which draws an enthusiastic reaction from him, then to a small depression in the ground as they step to its edge. This is filled with some dark, sluggishly bubbling liquid that again draws Sunburst’s interest; a bit of horn work, and he has brought up a rock covered in spatters of this goop. After Maud runs a cloth over the surface, it proves to a sizable gem whose every facet reflects her impassive countenance. She answers his broad grin with a subdued nod of approval.)

(Cut to the two rockhounds on the move, Sunburst having set the gem down and Maud now carrying a small pickaxe in her teeth. They stop beneath one particularly large stalactite protruding downward from the ceiling, and she cautiously chips off the tip and catches it so Sunburst can give it a closer look. Finally, the view dissolves to Starlight sitting on a stool, at a table in the library of the Castle. Her back is to the camera, but the slump of her entire body says everything about the severe case of the blues she has contracted. The Dragon Pit board game rests on the table, and she listlessly floats the tokens in a small circle above it as Twilight enters.)

Twilight: Starlight? Where’s Sunburst? (Starlight gives an “I don’t know” grunt.)

Starlight: (softly, sourly) Doing stage magic with Trixie? Studying new rocks with Maud? (Tokens down.) You’re here, so I guess you two aren’t off translating some ancient Old Ponish text.

Twilight: What are you talking about? Why would Sunburst be doing any of that? I thought he came to Ponyville to see you.

Starlight: I thought so too, but it hasn’t worked out that way. (smiling wistfully, floating two tokens up) When we were foals, we had more in common than any two ponies in Equestria. (Face falls.) But now it seems like he’s got more in common with my friends than he does with me.

(The playing pieces tumble down onto the board, and a trapdoor opens beneath one to drop it.)

Twilight: (circling behind Starlight) Oh, everypony changes. But that doesn’t mean there aren’t still things you both like. You both love magic, right? (Starlight turns wonderingly to her.)

Starlight: Magic?

Twilight: Sure! You’re really good at it, and Sunburst practically knows every spell that ever was.

Starlight: (gasping happily) You’re right! Thanks, Twilight. (jumping off stool, hugging her) You’re the best! (She trots off.)

Twilight: Hm. I try.

(Wipe to an overhead shot of the throne room. The central map table is bare, and the only occupied seat is Twilight’s, where Starlight sits with a scroll spread out before her and a levitated quill taking notes. Sunburst enters.)

Sunburst: Starlight? What happened? (Close-up.) Maud and I found some fascinating sedimentary stratum [sic], but when I turned to show you, y-you were gone.

Starlight: (setting quill aside) Maud does have a way of making rocks really interesting, but I wanted to work on something a little more “us.”

[Note: “Stratum” is singular, while “strata” is plural.]

(She puts four hooves on the floor to face him and floats the parchment over, letting him take it in his magic and start skimming.)

Sunburst: What’s this?

Starlight: Just a little something I made up. (Grin.)

Sunburst: Whoa! You made up this spell, just now?

Starlight: (stretching legs) Yeah.

(After a contented sigh at the release of muscular tension, she re-exerts her hold on the scroll and sends it up to the room’s tree-stump chandelier. A blast from her horn causes the writing to flare bright yellow and a blue-green whirlwind to emanate from it, spiraling down to envelop both of them. Cut to one “wall” of the maelstrom as it subsides, the throne room disappearing behind it to become the room in which Sunburst earned his cutie mark while playing with Starlight in their youth—as seen in Part Two of “The Cutie Re-Mark.” On the next line, cut to the two standing in the middle of the floor, scroll floating overhead.)

Sunburst: Wow!

Starlight: I know, right? (She throws a foreleg across his shoulders.) But wait! There’s more!

(Taking a step away, she zaps it a second time to create another tornado that sweeps down to revert them to pre-mark foals. Sunburst’s cape and glasses are gone, their manes/tails have shortened, and Starlight wears her mane in pigtails tied with blue-green ribbons as she did back in the day. Sunburst is more than a little shocked at the transformation, but Starlight is gung-ho about it.)

Filly SG: Cool, right?

Colt SU: (hesitantly) Um…sure.

Filly SG: (pushing him across room) Now we can play Dragon Pit, just like we used to!

 

(She disappears in a blur of color and returns an instant later to set the treasured game on a low table, already out of its box and ready to play.)

 

Colt SU: A-Actually, I thought we could go with Maud and—

Filly SG: (laughing) I mean, nothing was better than just you and me playing this game when we were foals, right?

Colt SU: Starlight—

Filly SG: (floating up two tokens) Do you want to be red or blue?

Colt SU: (suddenly angry; they clatter down) Starlight, I don’t want to play the game at all!

(The outburst brings tears to the young blue eyes; struggling to hold them back, Filly SG fires a third shot into the scroll. This time, it crackles with arcane energy that briefly whites out the screen and subsides to show the two foals back in Twilight’s throne room. The scroll rolls itself up under the filly’s control, and one more flash restores their present ages and appearances as it drops to the floor between them. A side door opens and Twilight enters the room.)

Twilight: What’s going on in here?

Starlight: Nothing. I was trying to have fun doing the one thing I thought we still had in common— (tearing up again, voice breaking) —but I guess we don’t even have that anymore.

(She gallops out, leaving Twilight and Sunburst to trade extremely worried looks. Fade to black.)

Act Three

(Opening shot: fade in to Sunburst pacing back and forth past Twilight.)

Sunburst: I don’t understand. Starlight and I have known each other since we were foals, but that doesn’t mean we have to be foals to hang out.

(The Princess voices an uneasy little moan and brings the discarded scroll up in her telekinesis. During the next line, she opens it for a read and then rolls it up again.)

Twilight: Starlight does have a tendency to overdo. (Away it goes.)

Sunburst: I mean, it is surprising how well I get along with all of her friends, but she and I still have tons in common.

Twilight: Maybe you just need to remind her what those things are.

Sunburst: (catching on) That’s it! And that’s exactly what I’ll do! (puzzled) Uh…right after I think of them.

(He puts a hoof to his chin in thought as Twilight moans dejectedly over this new roadblock. Wipe to him standing before Trixie’s stage and zoom in slowly; she is setting up a horizontal box for the classic “sawing someone in half” trick.)

Trixie: Obviously you and I hit it off. I am quite impressive. (Chuckle.) And we share a love for prestidigitation.

(A deft twirl of one foreleg causes a bouquet of flowers to appear in its crook.)

Sunburst: Right! And Starlight and I share a lot of things too. I just need to think of them. What else do you guys have in common? (Trixie tosses the flowers over her shoulder.)

Trixie: (magically opening box) Well, we’ve both made not-so-great choices in the past.

(She steps behind the head end of the rig and climbs in, the panel swinging shut behind her. Two stained, stuffed legs made of blue cloth pop out from the holes in the other end, and she forces her head out through the opening meant for it.)

Trixie: And we’re self-conscious about everypony judging us, even though we’ve both changed—

(Now her power maneuvers a large saw into position above the seam that divides the two halves of the box.)

Trixie: —and are trying hard to be better. (The saw slices through the box.)

Sunburst: (turning face away) Yeah, we don’t really have that.

(With his eyes averted, he completely misses the blade being set aside and the two halves being magically slid apart. Trixie’s “ta-da” grin shifts into a petulant grimace over having her trick ignored; once Sunburst realizes his blunder, he grins and offers a couple of feeble claps.)

Trixie: Hmph! I can think of something you have in common.

(She pulls her head in and emerges from the back of that half.)

Trixie: (pointedly) You’re both poor practice audiences.

(One of the fake legs tears loose and flops wearily to the stage. Dissolve to Maud and Sunburst sitting at the edge of the Mirror Pool; she no longer wears her hard hat, but is now using a small balance scale to weigh stones from a pile alongside. Her pet rock Boulder has a front-row seat to watch her clean one sample with a cloth.)

Maud: Starlight and I don’t really have a lot in common, other than feeling different from most ponies—and comedy.

Sunburst: Comedy? (Maud puts the stone on the scale.)

Maud: I’m very funny.

Sunburst: Was that a joke?

Maud: No. (Sunburst stands up; she starts cleaning another one.)

Sunburst: Well, that’s more than I can think of that she and I have in common.

Maud: We don’t really spend that much time talking about that, though. Mostly we’re just comfortable around each other.

(Sunburst sighs, the camera zooming in slowly on him to put her out of view.)

Sunburst: (pacing) We used to be. We did everything together. (increasingly worked up) But now I’m wondering if we’ve spent so much time apart that we don’t connect over anything anymore. And if we can’t connect over anything, then maybe we’re not even friends!

Maud: (from o.s.) Well, at least it’s not serious. (He turns, surprised; cut to her.) That was a joke.

(Dissolve to Twilight and Starlight walking down a corridor in the Castle.)

Starlight: (sighing) I appreciate you trying to help, Twilight. But it seems pretty clear that Sunburst and I have grown apart.

Twilight: (smiling) I understand. But I feel like that only happens if you both let it. (as both stop) You still want to be friends, right?

Starlight: (dryly) I created a spell so we could relive playing a game in our childhood home— (deflating) —and bodies.

Twilight: Riiight.

Starlight: I’m just not sure Sunburst wants to stay friends too.

Twilight: (smiling, backing up, wrapping aura around nearest door handles) I think you might be surprised.

(They begin to swing inward, away from the pair; cut to their perspective of what lies beyond. A set of sparkly, gold-trimmed purple curtains has been lowered to block off most of the space, and Maud and Trixie stand before this, the former without her rock-weighing equipment, the latter having shed her hat and cape. Trixie has the whole thing under her control, and a length of bright orange fabric snakes out behind her from the far side.)

Maud: Prepare yourself…

Trixie: …for the new and improved Dragon Pit!

(The curtains part to reveal the library, whose furniture has been cleared out to make room for a scaled-up version of the gameboard. Books have been laid out to form paths on the floor, and the central volcano stands within a ring of planks and sawhorses, the cloth is one of several that stand in for its lava-flow tracks. Even the reddish crystal clusters on the board have been re-created. The whole assembly brings a very odd look to Starlight’s face before the view wipes to an overhead shot of it. Twilight, Maud, Sunburst, and Trixie have donned dragon costumes in different colors and taken places along the paths, and a giant stone die rests in front of Sunburst. Starlight advances hesitantly into the room, past the costume that has been set out for her.)

Sunburst: We had to take out a few spaces to get it to fit, but you hardly miss them. (tilting die) Maud made the dice [sic].

[Note: “Dice” is plural, but the game only uses one.]

(A solid push sends it thumping across the floor to stop before Maud, and he moves two spaces in keeping with the number he has rolled.)

Maud: Pumice is the lightest igneous rock. (resting a hoof on it) It seems the best choice.

(She rolls a one and moves; now Trixie kick-starts her horn. On the next line, the caldera begins to glow in response and emits a brief burst of sparks and plume of black smoke.)

Trixie: And I added the special effects. (Laugh.) There’s nothing like a little well-placed magic smoke.

(Just as the real game used a marble when its volcano erupted, this version rumbles and spits out a red-streaked bowling ball that bounces back and forth across the lip of the caldera.)

Twilight: (as it rolls along a track toward Sunburst) Looks like somepony’s dragon is gonna get trapped!

Starlight: (to him) I thought you didn’t want to play this game.

Sunburst: Well, I didn’t want to pretend to be a foal, but I know you wanted to play. I thought it’d be fun to play a version big enough for full-grown ponies. (The ball comes to rest by him.) What do you think? Fun, right?

(Starlight casts two indecisive blue eyes across the tableau and the four life-size game tokens—three smiling/grinning, one stoic as always—and lets a calculating smile curve her mouth.)

Starlight: (igniting horn) Actually, it’s missing something.

(She lances a burst into the floor beneath Sunburst’s hooves, causing a jagged outline of cracks to snake around him. The spot creaks loudly, and he has just enough time for one panicked look before it falls away and he drops out of sight with a yell and thud. He quickly gets upright, though, and smiles up from the floor below as a salute to her workaround for the board’s trapdoor mechanism. She steps to the edge of the hole, wearing both an answering smile and the last dragon costume and ready to get in the game.)

Starlight: (giggling) Now it’s fun.

(The other players promptly join her, Twilight/Sunburst/Trixie laughing, Maud surely doing so on the inside. Dissolve to the train station, Starlight and Sunburst on the platform with two of the latter’s suitcases. A train pulls in to hide them from view; as the last of the arriving passengers leave the platform, both unicorns get the luggage stowed away with their magic. They have shed their dragon getups.)

Starlight: I don’t know why I got so worried about us not having anything in common.

Sunburst: Yeah. (They touch hooves.) I kinda think it doesn’t matter, as long as we enjoy each other’s company.

Trixie: (from o.s.) And that game was certainly enjoyable!

(On the end of this, cut to a hopelessly disorganized jumble of items floating along the platform—the rest of his gear, and everything he bought during his visit to the antique store in Act One. Twilight and Trixie each have control of part of this lot, and it shifts toward the train to reveal them walking up with Maud in between. All three have also removed their outfits, and both magic users are sweating a bit from having to move so much at once.)

Starlight: What made it even better was getting to play it with all my friends.

(All but Maud gather in for a group hug, but Trixie’s bright blue hoof hooks itself around the bluish-gray shoulders to drag her in. Sunburst then steps aboard, Starlight moving to the platform’s edge.)

Sunburst: See you soon?

Starlight: You bet. I want to hear if you find anything interesting in that barrel.

Sunburst: Trust me, Starlight. You’ll be the first to know.

(He moves farther along the car. Cut to just inside one window; he waves goodbye to the four mares as the train pulls out, then shifts his attention to the “blind buy” barrel he picked up. Telekinesis pulls the lid off and brings out a book, which he begins to read as the camera zooms in slowly and cuts to a close-up of the vessel. It is stuffed with other volumes from past ages, the topmost of which has a stained, dark gray cover decorated with a faintly glimmering cluster of stars and swirling curves within a hexagon. Zoom in slowly on this and snap to black.)


SHADOW PLAY—PART ONE

Story by Josh Haber

Written by Josh Haber, Nicole Dubuc

Produced by Devon Cody

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

Note:                   Both parts of this episode make reference to characters who have appeared in the

IDW comic series My Little Pony: Legends of Magic and My Little Pony: FIENDship Is Magic, as well as the film My Little Pony: Equestria Girls—Rainbow Rocks. Familiarity with those stories is not essential to being able

                            to follow this one, but the events do dovetail with each other slightly.

Prologue

(Opening shot: fade in to a close-up of a book resting on a table by a quill, candle in holder, and stacks of notes. The design on the cover—stars and swirling curves within a hexagon—matches the book seen in Sunburst’s “blind buy” barrel at the end of “Uncommon Bond.” The only visible difference is the state of the cover: blue and intact, rather than dark gray and mottled with stains. A unicorn’s field opens the book and flips through the pages as a stern, elderly stallion’s voice begins to speak.)

Old stallion voice: The best elements within us can spread light and virtue.

(On these last two words, the riffle of paper stops to show a diagram consisting of five empty white circles, evenly spaced on the circumference of a ring; a sixth circle is in the center, connected to each of the others. Zoom in.)

Old stallion voice: And I know ponies who represent them all.

(For each of the first five attributes he names, a stylized storybook drawing of one of the five legendary ponies mentioned in previous episodes from this season appears in the peripheral blanks. In order: Rockhoof, Flash Magnus, Mage Meadowbrook wearing her bird mask, Mistmane, Somnambula. The third of these appeared in “A Health of Information,” the last in “Daring Done?”, the others in “Campfire Tales.” Each wears or carries the item associated with him/her in those old tales: shovel, fireproof shield Netitus, mask, flower, blindfold. His last word brings a picture of an old gray unicorn stallion to the center, whose copious gray/white facial hair and belled hat/cloak identify him as Starswirl the Bearded. The storybook style continues until the end of the prologue.)

Old stallion voice: Strength, bravery, healing, beauty, hope, and sorcery.

(Dissolve to the six standing in a line, each with a rising sun behind him/her; Meadowbrook has removed her mask, Somnambula her blindfold. As the narration continues, the camera pans to frame a smallish unicorn stallion standing alongside. Coat almost an exact match for Starswirl’s; pleading blue eyes; light blue-green mane/tail cut short and straight; short, ragged cloak. He stands outside a castle, and next to him is a grid containing the five key items and Starswirl’s journal.)

Old stallion voice: Myself and these Pillars of Equestria were gathered together by another to maintain and share the light of these powerful ideals.

(The unicorn glares at the array; on the next line, he casts a spell to vanish them and himself, and the camera pans further to show the castle now under a dark, threatening cloud cover.)

Old stallion voice: But we soon came to believe the pony who brought us together— (He reappears, levitating the items, and races off.) —only wanted that power for himself.   

(A dissolve replaces the empty grid with profiles of the other five humorless faces and shows Starswirl ordering him away in the main frame. During the next line, the stallion disappears and all six turn sadly away.)

Old stallion voice: Cast out and alone, this power-mad pony turned to darkness to satisfy his thirst.

(Dissolve to the outcast passing through a rocky wasteland and becoming consumed by a flare of dark energy from the ground. He ends up perhaps three times his original height and nearly black, his overall contour and jagged-toothed maw calling to mind a passing resemblance to Queen Chrysalis. The mane/tail stream back, as does a ragged tendril along the body that evokes his threadbare raiment. The eyes have dark gray whites and lighter pupils, and the horn is bent sharply backward.)

Old stallion voice: Transformed into a Pony of Shadows, he returned for revenge, to extinguish the Pillars’ light and rob the world of hope.

(Dissolve to the Pony of Shadows—“Shadows” for short—and the heroic sextet—the Pillars of Equestria—charging toward each other as the sun rises over the hill. Meadowbrook is wearing her mask again.)

Old stallion voice: To stop him, the Pillars and I must make a brave sacrifice.

(Dissolve to them, all but Starswirl wearing/carrying their signature items and framed in circles that are connected to a blue central gem against a backdrop of thick clouds. During the next line, power flows into this from each pony and it becomes a blue/gold sunburst, the haze partly clearing to allow glimpses of sun and moon.)

Old stallion voice: But we shall leave behind a seed, in hopes that one day it will grow into a force to stand against the darkness for all time.

(A dissolve replaces each pony with his/her item, including the journal, and causes a sapling to appear at the center; the clouds dissipate entirely to show both heavenly bodies in a starry night sky.)

Old stallion voice: We must now face the fiend with the only plan we have.

(On the end of this, the view dissolves to show this final image on a book page, above a few last lines of writing. The rest of that page and the whole of the facing one are blank, and a zoom out shows it held aloft in Sunburst’s field.)

Sunburst: (reading) “I only hope it will be enough.”

(It should be clear by now that the narrating voice is that of Starswirl himself, and when Sunburst closes and lowers the book, it proves to be the one from the barrel—the venerable mage’s journal. He is in the throne room of Canterlot Castle and facing Princesses Celestia and Luna, haunch-sitting side by side on the dais that holds the seat of power.)

Sunburst: That’s the last entry—

(Cut to just behind the sisters, framing the rest of the gang from Ponyville behind him—Twilight Sparkle, her friends, Starlight Glimmer, and Spike.)

Sunburst: —and maybe Starswirl’s final words before he vanished!

(Celestia and Luna both recoil in horror at this pronouncement when the camera cuts to them. Zoom in slowly and snap to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long shot of the gathering, zooming in slowly as Celestia floats the journal up to her level.)

Celestia: I’ve always wondered what happened to Starswirl. (Close-up; she turns pages.) This is quite a discovery, Sunburst. (He bows.)

Twilight: (moving up) So it’s genuine? (rearing up, wings twitching) You can verify that this journal really belonged to Starswirl the Bearded?

Luna: Indeed. (shifting it to herself) From the looks of it, the last thing he wrote before facing the Pony of Shadows.

Rainbow Dash: (slightly rattled) Uh, so the Pony of Shadows was really real?

(Referring to the legend that had most of the group freaking out during “Castle Mane-ia.” Long shot of the throne room in profile; slow pan.)

Celestia: It appears so.

Luna: We never met the other Pillars, and we were too young to understand the danger they faced.

Applejack: Hold on a second now. (Cut to her and Sunburst; she steps up.) All those legendary ponies were real too, and they went off with Starswirl to face the Pony of Shadows, and then none of them were ever heard from again? (Sunburst nods.)

Pinkie Pie: (scoffing laughter, leaning into view to nudge her) Yeah. Weren’t you listening? (Big dopey grin; cut to Fluttershy.)

Fluttershy: But what happened to them all? (She backs off on the next line, framing Rarity alongside.)

Rarity: They must have defeated the villain, since Equestria’s still full of light and hope.

Starlight: But how? And where did they go? (Celestia floats the journal close and skims a page.)

Celestia: My Old Ponish is a bit rusty, but I wonder if the answers can be found somewhere within the pages of this book. (Close it.)

Twilight: Well, I just happen to be an expert in Old Ponish. (trotting in place) I mean, I’ve practically memorized every ancient text about Starswirl there is!

Spike: (dryly, hand to face) Seriously. All of them.

Luna: We have fond memories of our old teacher. (Her magic grips the journal.) If you could discover what happened to him— (Send it away.) —we would be most grateful.

(Twilight is so amped up that she leaps to snatch it out of the air.)

Sunburst: Solving a thousands-year-old mystery could take forever! (He wheels to face Applejack with a slightly crazed grin.) Think of the research! The re-reading! (to Spike) The re-re-reading!

(One pale-socked front hoof comes up for a high five; the baby dragon reciprocates by thumping a fist against it and giving him a dirty look. Celestia and Luna smile gently.)

Celestia: You might find you need help.

(Close-up of a grinning Twilight; pan slightly on the next line to frame the rest of the bunch ready to get at it, Rainbow hovering above the others.)

Applejack: Luckily, she’s got a whole bushel of helpers— (gesturing to others) —right here.

Rainbow: Totally! (suddenly uncertain) Uh, how long will all this research take, exactly? (Twilight floats the journal up.)

Twilight: Let’s get this back to my library. I’m sure we’ll figure out what happened in no time.

(Eight ponies and one dragon move out with a chorus of happy agreement and encouraging words. Dissolve to a close-up of a stack of books resting on the floor, in the library of the Castle of Friendship. Scrolls lean/hang into view against it on one side, and the edges of Twilight’s hooves are visible at the other. On a nearby table is a candle that has burned down to a stub; once the flame goes out, a yawning Spike steps in to replace it with a fresh one. Zoom out to show his equally fatigued boss at the table, poring over the journal and chewing on a pencil as soft snores are heard from somewhere o.s. The whole area is littered with notes, parchment, piled-up books, and even an open box of cupcakes.)

Spike: Figure it out yet, Twilight?

(Pan quickly away from him to stop on Pinkie and Rarity, both also zonked out at the table; the unicorn has donned her reading glasses. Pinkie jerks her head up from the box of cupcakes she has been using as a pillow, one ending up stuck to her eye and a few other crumbs dotting her face, and gasps as Rarity comes around more slowly.)

Pinkie: You figured something out?

(Pan quickly away from him to stop on Pinkie and Rarity, both also zonked out at the table; the unicorn has donned her reading glasses. Pinkie jerks her head up from the box of cupcakes she has been using as a pillow, one ending up stuck to her eye and a few other crumbs dotting her face, as Rarity comes around more slowly.)

Pinkie: Huh? You figured something out?

(A flick of her tongue transfers the errant treat from eye to mouth. Now Applejack and Fluttershy come around from their naps on the floor, as do Fluttershy’s rabbit Angel and a few other small critters who are helping her out.)

Fluttershy: (rubbing eyes) What is it? (All gather in; zoom in slowly. Twilight has set the pencil down.)

Twilight: (sighing) Nothing. I mean, Starswirl was a genius, obviously. But forget Old Ponish. There’s parts where his horn-writing is like another language!

(She groans and pulls both front hooves down her face; Applejack moves a stack of books aside with a sigh.)

Applejack: Twilight, we’ve been studyin’ and referencin’ and cross-referencin’ for three days straight now.  

(She crosses her eyes briefly on “cross-referencin’.” Cut to Rainbow, who wakes up atop the tower of tomes she has been using as a bed and stretches.)

Rainbow: I haven’t spent this much time reading since the last Daring Do book came out. (Pan/tilt down to Rarity on the start of the next line.)

Rarity: Perhaps it is time to take a break. This mystery is over a thousand years old, after all.

(Behind her, Starlight’s magic exerts itself over a door and swings it open to admit her, levitating a tray with a teapot and cup/saucer.)

Rarity: Another day or two won’t make a difference.

Twilight: Two days?!? I don’t want to waste two seconds!

(As she begins to pace, followed closely by Applejack, Starlight approaches the table and casts a quizzical eye toward the battered old book. A few steps bring the Princess to a blackboard chalked thick with diagrams and formulas, at the center of which is Starswirl’s hat.)

Twilight: I’m close to an answer. I can feel it!

Starlight: (now o.s., slowly) Herk seilfum se Ponehenge.

(Those words do wonders to pull Twilight’s attention from the board; on the end of this line, cut to just behind her, watching Starlight read from the journal as Spike looks on. Starlight has set the tray down.)

Starlight: What’s that? (Close-up; Twilight bumps her aside, eyes bugging out.)

Twilight: “The temple of Ponehenge”? You can read that?

Starlight: The horn-writing’s pretty sloppy, but it’s nowhere near as bad as mine. (reading, slowly; others gather around table) “Tawar dul grimnik al fola fierginborg”?

Sunburst: (with growing comprehension) “At the base of Foal Mountain…” (Twilight throws him a grin, then turns back to Starlight.)

Starlight: “Usur endemest shield.”

Twilight: (gasping, wide-eyed) “Our last stand.”

(Pinkie’s face is clean in this sequence. A loud yawn from the o.s. Spike; pan quickly to him, setting up a cushion and pillow amid the clutter off to one side.)

Spike: (drowsily) Well, that sure sounds like a clue to me.

(He blows out the nearest candle and is instantly asleep. Now Sunburst floats a book onto the table and opens it; as all eight equines crowd in for an uneasy look, the camera cuts to a close-up of a drawing he has indicated and zooms in slowly. The page depicts a sketch of a clearing in which four stone pillars stand ringed around something flat in the center that might be a table or altar. Once the image fills the screen, the view dissolves to this actual location, which stands in a thickly overgrown forest. Only the bottommost few feet of each pillar remain, the rest having long since crumbled away, but their girth suggests the sheer mass of rock that went into building this place—Ponehenge—untold centuries ago. The broken tops of two other columns can be seen rising above the trees in the edge of the clearing nearest the camera, making six in all. The central structure is actually a platform topped by a flat stone ring. Broken rocks and uncontrolled plant growth give away the ravages of time and poor maintenance.)

(Twilight and company make their way in from one edge, she with the journal in her aura and open. Rarity has removed her glasses, and all have at least had a chance to rest up.)

Twilight: This is it. (The others spread out.) Ponehenge. I can’t believe it.

(Rarity scrapes away a layer of grime from one column, and Sunburst clears away some vines to expose two rows of characters etched into the surface.)

Sunburst: I’ve never seen magical runes like these before! (to Twilight) Have you?

Twilight: (shaking head) Huh-uh. (She paces; Pinkie jumps off a column; Rainbow inspects another one.)

Rainbow: I don’t think anypony’s seen any of this for a long time.

(During this sequence, the night sky becomes visible through the trees for the first time. Rainbow clamps her teeth onto the end of a particularly tenacious vine and backs up in midair, wings beating furiously in an effort to tear it loose. When it finally gives way, the sudden release of tension sends her hurtling across the clearing and past Applejack at another broken column.)

Rainbow: Whoa!

(She crashes into a bush, but the farmer is quick to chomp into the brightly colored tail and extricate her. The hard landing has left bits of greenery matted into mane and tail, and Rainbow spits out the last bit in her mouth.)

Applejack: It’d take a whole team of ponies to clear away all this brush.

(Cut to Fluttershy, cleaning off yet another monolith. When a stone fragment breaks loose, she frantically shoves it back into place.)

Fluttershy: Even then— (It falls off again.) —I’m not sure we’d find out what happened here over a thousand years ago.

(As she finishes, the camera pans to Twilight and Starlight at the central platform. The winged unicorn closes the journal with a sigh.)

Twilight: You’re right. (crossing to one column with it) I suppose it was a longshot.

Spike: Cheer up, Twilight. Finding a whole set of ancient ruins is pretty impressive. Or maybe you could write a paper on it.

Twilight: I guess I hoped we’d get here and the mystery would just magically be explained.

(She lets the old book drop onto the column’s flat base and turns away. Almost as soon as it touches the rock, though, pale blue energy flares up from Starswirl’s insignia, the hexagon surrounding it, and the bands on the spine. Rainbow is now clean of her added foliage.)

Spike: (backing away hastily) Uh, Twilight?

(All the others except for her have seen the start of this new light show by now. She turns back, gasps at the sight, and hits reverse just before the cover opens on its own and the pages flip madly, sending up their own burst of magic that resolves into a translucent image of Starswirl. His colors are somewhat washed out, and there are faint horizontal lines across his form, as if this were the product of a television set with a slightly balky picture tube. Two previously unseen details can be discerned during the following: the tips of his hooves are a darker gray than his coat, and even with the faded colors, the gray-violet of his eyes can be made out.)

Twilight: (smiling breathlessly, advancing toward him) Starswirl? I…I’ve wanted to meet you my whole life! (hovering, clapping, as Sunburst moves up) I can’t believe you’re here!

(She drops to all fours, Starswirl showing no response whatsoever. Sunburst puts a hoof through the old wizard, but encounters no resistance—merely a projection.)

Sunburst: I don’t think he is here. (pointing across clearing) I don’t think any of them are!

(Every living eye widens in pure shock as avatars of the other five Pillars flicker into being at the bases of the other columns, all shown in a manner similar to Starswirl. The camera pans slowly across the area, showing Rainbow near Magnus, Rarity next to Mistmane, Pinkie by Somnambula, Fluttershy hovering just above the masked Meadowbrook, and Applejack boggling at Rockhoof. The image of Starswirl fires a beam from its horn toward the center; Applejack, Starlight, and Spike clear out a split second before it hits. In response, a gout of dark grayish-black slime gushes up and forms into a large sphere; one inky hoof stomps down from this, then another, and a ghostly copy of Shadows rears up and cackles madly over the scene. His eyes burn pure white, rather than the two-tone gray seen in the prologue, and the tendril of energy around his throat has lengthened to better resemble the frayed cloak. His voice carries a British accent and plenty of unhidden malice, and his words reverberate weirdly.)

 Shadows: You summon me at your peril, Starswirl! Once I defeat all of you— (Slow pan across Magnus and Mistmane; he continues o.s.) —this realm will embrace the darkness— (Across the other three.) —as I did so long ago.

(Throughout this, the flesh-and-blood ponies have slowly moved to take cover behind the columns, Pinkie grabbing Fluttershy’s tail in her teeth and dragging her away. In a longer shot of the entire clearing, he unfurls a pair of nearly skeletal wings and roars, throwing out tendrils from the feathers that ensnare each of the six spectral heroes. Shadows laughs exultantly as umbrae close in, blackening both the sky and Ponehenge, and drags Starswirl away from his journal.)

Shadows: Drawing me here will only make me stronger. You will never defeat me!

Starswirl: We did not come here to defeat you.

(A flare from his horn vaporizes his bindings and allows him to stand upright, an immaterial duplicate of his journal rising from the real one and opening to emit a beam of white light. Magnus raises Netitus just high enough to take the hit, his own bonds vanishing; from here, the power shoots toward Mistmane and hits her flower to free her. On it goes to Somnambula’s blindfold on an upraised hoof, then Meadowbrook’s mask, and finally Rockhoof’s shovel, releasing each in turn. The beam passes back to Starswirl, forming a closed hexagonal perimeter, and begins to grow in intensity.)

Shadows: What are you doing?!

(Six vertical panels slide into place all at once to fill the screen, from alternating bottom and top edges. Each shows one of the six Pillars wearing/holding/levitating his/her item.)

Starswirl: We came to contain you!

(Long shot of Ponehenge; they slowly rise clear of the ground, taking the screaming Shadows with them in a giant, crackling, blinding ball of light. One almighty flash whites out the screen for a moment and clears to leave behind nothing but the six items. Ponies and dragon watch flabbergasted as, one by one, they fall and disappear into showers of sparks upon contact with the bases of the columns. The blade of Rockhoof’s shovel leaves a deep gouge in the stone surface when it hits. Last to fall is the ghost journal, which vanishes into the real one and causes its cover to close again. Starlight and Sunburst are the first to move toward it, their minds completely blown; Twilight is faring no better, but Pinkie is cheerful as always.)

Pinkie: (to her) Well, you did ask for a magical explanation.

(Twilight rolls her eyes wearily before the view fades to black.)

Act Two

(Opening shot: fade in to a close-up of the journal as Twilight lifts it in her field.)

Rainbow: Uh…what just happened?

Starlight: (scratching at platform wall) It looks like Starswirl cast a spell that banished the Pony of Shadows.

Sunburst: Of course! Powerful magic like that would leave an impression on this place. Bringing the book back here let us see what happened.

Applejack: Which was what? (Zoom in slowly on Twilight.)

Twilight: (wrapping a wing around the journal) Starswirl and the rest of the Pillars sacrificed themselves to save Equestria.

(Dissolve to a long shot of the Castle and zoom in slowly. It is now the following day. On the start of the next line, cut to Starlight and Sunburst walking along a corridor inside.)

Starlight: It’s amazing to think, one of the greatest mysteries of Equestria was solved with a musty old book from an antique shop.

Sunburst: (stroking beard) But I wouldn’t say the mystery’s solved. Starswirl’s spell was one of the most powerful feats of magic in all of history. (lighting horn) It’ll take years of study before we fully understand it.

(They have stopped before a set of double doors by now, and his magic opens them to reveal the library on the other side—still as much of a disaster area as it was before. Twilight pops up from behind a table piled with at least twice as many books as it should be able to hold safely.)

Twilight: I think I understand Starswirl’s spell!

(Extremely confused looks pass between the two unicorns at the threshold. Dissolve to an overhead shot of the throne room, which might as well be a branch library for all the books and notes piled up and thrown about on the floor, and zoom in slowly. All seven thrones are occupied by their intended users, and Starlight and Sunburst stand at the edge of the central table and its magical map.)

Twilight: I know I finished one of Starswirl’s spells before, but this one was on a whole different level.

(Cut to table level, the camera placed near Fluttershy and Rainbow, as three books sail in past them.)

Twilight: (from o.s.) Was it an explosion of magical feedback? (To Applejack/Pinkie/Rarity; ditto.) An evocation? A kind of incantation?

(Now she hovers over the table, the six volumes describing a lazy circle around her.)

Twilight: (doing a loop) It’s Starswirl, so the possibilities are endless! (All are sent flying; she descends to Starlight.) And once Starlight set me on the right track with his crazy horn-writing— (Snorting giggle.) —I mean, he was a genius, so I guess we can forgive a little messiness. (flying to Applejack, bopping her in face with levitated journal) I went through the journal again, and it’s amazing!

(The farm pony rubs her nose as the single-minded Princess shifts to a higher altitude with her favorite reading material.)

Rarity: Twilight, darling, we understand you’re excited— (dryly) —but that’s all we understand.

Rainbow: Uh, what exactly is so amazing? (Twilight swoops down to get in her face.)

Twilight: Only how Starswirl and the other Pillars sent the Pony of Shadows to Limbo!

Applejack: They did what, now?

(With an ever-so-slightly-unbalanced grin, Twilight settles back onto her throne and sets the journal on the table. She then ducks down for a moment and comes up with a cardboard model of Ponehenge; placing this in view, she uses her horn to kindle and grow a spot of light above its central platform. Zoom out slowly.)

Twilight: They used their magic to open a portal between worlds, to Limbo, and pulled the Pony of Shadows inside. (A poof, and the model is gone except for a curl of smoke.)

Rarity: (shocked) Darling, your diorama!

Twilight: (excitedly, pointing to one side) I made more!

(Pan quickly to a side table, which is stacked with both spare models and the raw materials and tools that went into their making. A stack of three in the middle chooses this moment to collapse under its own weight.)

Twilight: (circling table in air, carrying journal) Starswirl thought the only way to trap the Pony of Shadows in Limbo was for the Pillars to take him there. (It floats out of her grip.)

Applejack: So they got stuck too!

Fluttershy: (hunching down, shivering) The Pony of Shadows must have been really awful for them to do that. (Cut to Pinkie, idly crossing the room.)

Pinkie: I suppose being trapped for all time with a super-duper bad guy in Limbo might be okay if you were doing the limbo…

(On the end of this, she goes to her hind legs and bends the rest of her body backwards so that it is parallel to the floor, allowing her to avoid a collision with the slowly flying and reading Twilight. The pink pony then pops up with a laugh and shrug.)

Pinkie: …but that’s still pushing it.

Twilight: The thing is, I think I can get them out.

Sunburst: Twilight, are you serious? You can save the most legendary ponies of all time?

Starlight: (uncertainly) I don’t know. (scratching back of head) Opening portals between worlds didn’t work out well for me. (Nervous chuckle.) Are you sure it’s safe?

Twilight: (flying over table to point at her) First of all, you opened portals through time. And second of all, Starswirl wrote the spell you used to do it. If he’d been here— (Cut to a chastened Starlight; she continues o.s.) —he could have stopped it. (Back to her.) Equestria would be safer with him in it. We have to save him.

Applejack: But…you’d be savin’ all the Pillars, right? A-And they disappeared ages ago.

Twilight: (landing, setting book on table) That’s the thing about Limbo. It isn’t one place or another. It’s in between, so time stands still. If we can pull them out, it’ll be like they never left. (giddy) I actually built another model to demonstrate—

(A loud groan from Rainbow, couple with a thud of the blue head against the table’s edge, does wonders to silence her.)

Spike: What can we do to help?

Twilight: If I’m right, we need to find items that are connected to the Pillars in some way.

Rainbow: You mean like stuff that belonged to them?

Fluttershy: (as Rainbow lifts her head) How would we know what to look for? Or where?

Twilight: (levitating journal) Luckily, Starswirl took a lot of notes.

(A quick shuffle through the pages, and she lets the book settle into her hooves. Zoom out slowly.)

Twilight: (reading) “My compatriots are as varied as the realm itself, and hail from every corner of our land, bringing with them artifacts and talismans of great power.”

(She is so engrossed in the account that she fails to notice the glow that casts itself over the room from somewhere up and o.s.—but Fluttershy, Starlight, and Spike do not.)

Starlight: Um, Twilight, what are you doing?

(Now the purple eyes swivel upward, the jaw beneath them falling wide open in shock. Cut to a long overhead shot of the table; brightly glowing copies of the items corresponding to all Pillars except Starswirl have appeared and are circling beneath the chandelier’s roots.)

Twilight: I’m not doing anything!

(The sigils descend toward the map; cut to its level as they stop above different locations in time with the next five lines.)

Applejack: Rockhoof’s shovel!

Rainbow: Flash Magnus’s shield!

Rarity: Mistmane’s flower!

Fluttershy: Meadowbrook’s mask!

Pinkie: And the blindfold Somnambula wore when she faced that nasty Sphinx!

Twilight: I guess we don’t need to figure out who should get what.

(Zoom in to a close-up of the shovel, which has marked out the village that Rockhoof saved from the volcanic eruption in “Campfire Tales,” and dissolve to the actual locale. Time has worked the place over but good, and the volcano has gone extinct and eroded away to leave not much height projecting above its craggy foothills. From here, cut to an extreme close-up of a small brush being whisked across a patch of dirt to expose a long-buried, rusty helmet. The next voice that speaks is that of Petunia, the filly who proved to have a knack for archaeology/paleontology in “The Fault in Our Cutie Marks.”)

Petunia: (from o.s.) Professor!

(Longer shot: she and an earth pony colt stand over the spot, he with the brush in his mouth. They are soon joined by Professor Fossil, whom she has just addressed. Light gray earth pony mare, brown eyes behind half-moon glasses on a chain, square jaw, untidy two-tone gray-green mane/tail, brown bush shirt, blue kerchief tied around neck, cutie mark of a pickaxe poised over a stone, smudged with dirt.)

Petunia: It’s a Mighty Helm headpiece! Maybe it belonged to Rockhoof himself!

Fossil: (dismissively) Legends don’t wear helmets. (adjusting glasses) This belonged to a real pony.

Applejack: (from o.s.) Oh, I can guarantee—

(Cut to a long shot of the area, a dig site. Supplies and tents have been set up, and a few other researchers are on the job—and Applejack stands among them.)

Applejack: —Rockhoof was as real as you and me.

Fossil: (laughing contemptuously) And I suppose that ravine was dug with his trusty shovel to save the village from an erupting volcano.

Applejack: Probably.

Fossil: I love old legends as much as anypony, but a pony strong enough to save a village from rushing lava with a shovel is…preposterous.

(The head of a stallion’s pickaxe shatters a chunk of stone, setting off a tremor that prompts a round of fearful exclamations, and the massive boulder it had been supporting breaks loose and starts to roll across the site.)

Applejack: Huh?!?

(The monolith bears down on the petrified professor and her protégés, but stops inches short of turning them into pizza or puree. It quivers in place, a long shot disclosing the Herculean effort that Applejack is putting into holding it back with only her hind legs. One last heave sends it up and out of sight over a ridge; its unseen impact against the ground shakes the vicinity and spooks a flock of birds into taking flight. The blond workhorse just stands before the dumbfounded trio and works a kink out of one leg as the rest of the crew gathers around her.)

Fossil: I…can’t believe you just did that. You saved us!

Applejack: (smugly) I bet if you told somepony else this story, it might sound… (gasping; adopting her tone of voice) …preposterous.

(She drives her point home with a cocked-eyebrow smirk. The stallion who set off this near-disaster taps her shoulder for attention and points to the spot where the boulder had stood. Beyond it is the entrance to a small chamber built from stones, newly exposed by its motion. Cut to inside it, the camera pointing out at the entrance; visible to one side in the fore is a chipped, cracked, discolored shovel blade. Applejack moves cautiously in toward this, while Fossil and the stallion hang back at the threshold.)

 

Fossil: I suppose some stories might be true.

 

(Cut to just behind her. What they have found is a small shrine erected in Rockhoof’s honor, the shovel resting on a rune-carved altar before a panel that depicts the great stallion using it. As Fossil smiles and her colleague gapes, Applejack clamps her teeth around the handle and lifts the tool away, turning to face them. It begins to emit a golden glow.)

 

Fossil: And Rockhoof’s appears to be one of them!

(Wipe to an extreme close-up of the latch securing a pair of rusty wrought-iron gates. Rarity’s magic takes hold to release it, then swings one gate open in a longer shot. The gates are set into a wall and give onto a path lined by long-neglected tangles of towering bushes, brambles, and leafy undergrowth. Rarity steps warily through the gates and into view, pushing the uncontrolled greenery aside to find Mistmane’s flower in a small, cracked clay pot atop a moss-covered stone pedestal. It is in perfect shape, a sharp contrast to the expanse of chaos and disuse that has taken hold of all else in this place. Her eyes widen at the sight of it and one white hoof reaches toward the pot, only to be slapped away by a telekinetically held gardening trowel.)

Rarity: Ow!

Old mare voice: You keep those hooves to yourself, dearie!

(Zoom out on the end of this line to frame the speaker, a gray unicorn whose pale pink mane/tail are both tied into buns. She wears a dark pink-violet, sleeveless shirt with a pink bow tie, and she has violet-tinged blue eyes and a cutie mark of a blooming flower. The visible details of the house on whose porch she stands confirm the hunch suggested by the flower’s presence—this is Mistmane’s home village as seen in “Campfire Tales.”)

Old mare: This place has been in my family for generations— (descending porch with trowel) —and I’m not about to let some whippersnapper take the last good piece of it!

(Long shot, panning slowly: the entire settlement is nearly lost to the wild proliferation.)

Old mare: Time was, ponies came from far and wide to see these gardens. (Close-up.) But that flower’s the only worthwhile thing left!

(She stabs the trowel into the moss on the pedestal, unnerving Rarity for only a moment until she gets a big idea. Her aura pulls the tool loose; within seconds, she is on the move as the old mare watches, stupefied. The trowel and a pair of pruning shears attack a shaggy mass of vines in a blur of metal and flying leaves, quickly exposing a nicely manicured shrub in a hanging basket. A broom and dustpan are brought to bear as well, sweeping up bits of detritus as the high-speed vegetation cleanup continues. In no time flat, the path is left clean and lined with neatly tended miniature trees and bushes. Finally, two pairs of flying shears trim back the growth behind a bush gone brown from malnourishment, then hacks away the dead leaves to leave behind a mare-shaped bonsai tree studded with flowers.)

(Cut to a close-up of the old mare, staring in mute disbelief at the floral renovation that has just taken place, and zoom out to frame Rarity making one last snip with the shears before putting them away. The white unicorn is wearing a heaping helping of scuffs, dirt clods, and leaves tangled in her mane.)

Rarity: Perhaps it just seemed like your gardens were worthless, but a little pruning can work wonders.

(A long shot proves her words to be quite the understatement. Every square inch of the village has benefited from her ministrations, with lush flowers, plants, and bushes growing at all levels from ground to rooftop. Slow pan.)

Rarity: Of course, you will have to look after more than just one flower now. (Close-up; the aged eyes fill with tears.)

Old mare: You’ve given me back my family’s legacy. (wiping them dry, floating flower off pedestal) The flower you wanted seems like a fair trade for that.

(It settles on Rarity’s hoof and begins to glow as Rockhoof’s shovel did. Wipe to a rocky crevasse, the camera angled to point up into the sky from its depths. Rainbow swoops down from the sun with Spike on her back, punches through a cloud, and pulls up to a hover.)

Rainbow: (looking around) I can’t believe Flash Magnus’s shield ended up in the Dragon Lands! (She gets moving under an expanse of dark clouds.)

Spike: Good thing you brought the official Equestrian friendship ambassador to the dragons to help you navigate our customs. (eagerly, pointing down ahead) Like our favorite sport, gorge surfing!

(Several dragons are gathered at the top of a slope that serves as the bed for a sluggishly flowing stream of lava. Each is holding a large, flat slab of rock, and a lanky blue female leaps into the red-hot torrent, gripping hers so that she lands standing on it like a surfboard.)

Blue: (laughing) Woo-hoo! Yeah!

(She trails off into a string of enthusiastic whoops and yells while launching herself off an outcropping, touching down again only when she is almost to the bottom. A skid of stone on stone brings her to a stop and elicits a round of cheers from the rest of the crowd. Rainbow lands at a distance behind them.)

Rainbow: (to Spike) Okay. That was awesome! 

(The dragons turn to the pair, all hostility in an instant, and an orange male speaks up as Spike climbs off Rainbow’s back.)

Orange: Dragon Lord Ember commanded us to make peace with ponies, but it doesn’t mean you can surf in our spot. (The others growl softly; Spike stops Rainbow before she can deliver a retort.)

Spike: (chuckling a bit, stepping forward) Whoa, fellas! As the official Equestrian friendship ambassador to the dragons, I have to say that’s not very friendly.

(The pegasus allows herself a cocky smirk during these words, but it goes away in a hurry at the sound of the next voice.)

Garble: (from o.s., chuckling nastily) Well, what do you know? (He bulls his way through the group, Netitus under one arm.) The puny pony dragon’s sticking up for his pony pal!

(He spins the mythical shield on one finger, showing rust and chips along the edges.)

Rainbow: (hovering, angrily) Hey! That’s an ancient pony artifact! (She charges; he shoves her back and down.)

Garble: Hooves off my gorge board! I found it in the desert, and finders keepers.

Rainbow: It isn’t yours!

Garble: Huh. It sure looks like mine—but I might consider racing you for it. (Rainbow stands up.)

Rainbow: No problem.

Garble: Um…no. I mean… (pointing to Spike) …you.

(The little dragon has no response but a lame, sweaty-faced chuckle and a scratch at the back of his head. Wipe to an extreme close-up of the lava flow, the sound of cheering dragons drifting down to the surface, and tilt up. Rainbow and Spike stand on one bank at the top, Garble and the other dragons directly across from them. Blue has rejoined the group, but Orange is not present. Spike now has a stone board of his own in hand; he cringes and sweats in close-up, the camera zooming out to frame his sneering rival, who blows a loud raspberry and gives him a thumbs-down. Spike doe his best to swallow his fear and nerves before Orange swoops down to hover above the stream.)

Orange: On your marks…get set… (blowing a jet of fire) …surf!

(Garble is considerably quicker off the mark than Spike and barrels ahead, sending up a spray of lava and throwing his opponent off balance. Spike belly-flops onto his board with a string of terrified shouts, then fires off a hearty scream as an outcropping sends him airborne. Rainbow grimaces in fear amid the spectator dragons’ cheers and jeers, and he bounces gracelessly from one rock to another before describing a long, full-throated arc over the head of the disbelieving Garble. The red bully zooms ahead, but just before he reaches the bottom, Spike and his board plummet to break a tape stretched between two stakes as a finish line. It takes the unlikely victor a moment to realize that he is still among the land of the living and let go of his board.)

Spike: (standing, smiling tentatively) I won? (confidently, pumping fists) I won! Woo-hoo! Give up the shield, Garble!

(Who grunts in disgust and kicks the edge to flip it up into his back.)

Garble: (dusting himself off) Lord Ember only commanded us to be nice to ponies. (advancing on Spike, ready to grab him) She never said anything…

(Close-up of Spike, who loses his nerve and gets a bad case of the shakes as the bigger dragon’s shadow falls over him; zoom in slowly.)

Garble: (from o.s.) …about pony-loving dragons.

(Snap to black.)

Act Three

(Opening shot: fade in to a close-up of Spike, now sweating profusely, and zoom out slowly.)

Spike: (shakily) Uh, s-since Dragon Lord Ember commanded you to make peace with ponies, you can’t very well attack one of their friends, can you?

(Garble stomps into view in the fore and idly picks up a rock about the size of his head.)

Garble: I guess we’ll find out.

(He hurls the chunk toward Spike, but a rainbow-striped flash whisks it away before it can redesign the scaly violet skull. Spike cracks one eye open just in time to spot Rainbow heaving the rock back toward Garble, who screams and tries to run for cover. Too late, though; the weight lands squarely on his tail, pinning it and causing him to pitch to the ground face-first. In close-up, Rainbow comes in for a landing and gets a grateful hug from her traveling buddy; a groan from the o.s. Garble, and the camera zooms out to frame him.)

Garble: Why’s he always hiding behind ponies?

Spike: I wasn’t hiding when I beat you down the ridge! (Garble pushes the rock aside and stands up.)

Garble: You fell.

Rainbow: (smugly) Wow. You must be slow if all Spike had to do to win was fall down. (Spike snickers silently.)

Garble: I’m faster than you!

Rainbow: Doubt it.

Garble: Fine! I’ll race you back to the top. If you win— (pointing to Netitus on his back) —you can have your pony junk. But if I win— (poking Rainbow’s nose, then pointing to Spike in turn) —you’ll leave, and I get to give it to him.

Rainbow: Fine. (Garble limbers up.) I’m pretty sure I could beat you anyway, but with that heavy hunk of metal on your back, it’ll be a snap.

Garble: Huh? Oh, yeah. (He removes Netitus.) Thanks for the tip.

(It hits the stony plain with a clank, and he is off like a shot toward the peak.)

Garble: See you at the top, loser!

(He lands there in much less than ten seconds flat and turns two beady eyes back down the incline, puzzlement registering at the total absence of any sign of Rainbow. Orange taps him worriedly on the shoulder and points skyward to direct his attention—and sure enough, the blue mare is flying off, carrying Spike on her back and Netitus in her forelegs. Cut to a long overhead shot of the surfers and zoom out slowly.)

Garble: HEY!! THAT’S MINE!! (The shield starts to glow gold.)

Spike: (addressing himself downward, voice raised) Finders keepers, remember?

Orange: (to Garble, who growls quietly) See, because that’s what you said to them when they first showed up—

(A red palm shoved into his chest sends him sprawling before he can finish his completely superfluous explanation. Wipe to the overgrown, bramble-enmeshed tree on the shore of Hayseed Swamp that served as Meadowbrook’s old home in “A Health of Information.” It is late afternoon here, and a swarm of angry, glowing flash bees is parked just above the water’s edge. Meadowbrook’s descendant Cattail parts a patch of thick reeds, advances into view, and pulls her mask down to cover his face. Stopping at the shore, he rises to his hind legs and does a short, gyrating dance; a moment later he is on all fours and backing slowly away, leading the swarm, as Fluttershy peeks through the reeds. Recall that she had previously used the mask to fool the swarm into believing she was a queen bee so she could pacify them.)

Fluttershy: Just remember not to turn away from them, Cattail. Flash bees can get pretty aggressive. I guess that’s why none of the other bayou animals can get to the water.

(On the second half of this line, cut to a nearby patch of tall grass, which she pulls aside to reveal a fair number of amphibians and reptiles who have taken shelter beneath it. They express sad assent with noises and nods.)

Cattail: Wouldn’t it make more sense for you to wear the mask that calms the bees?

Fluttershy: It would… (She flies up to their now-empty hive…) …if I didn’t have to fly up here to move their hive. (…then unhooks it, carries it up to a higher branch, and reattaches it.) There!

(Down she comes; Cattail dives into the reeds, and the bees zoom straight into their relocated home. Fluttershy parts the grass so the refugees can return to the swamp, the camera panning to follow them and put her out of view during the next line.)

Fluttershy: Now the other bayou creatures can get to the water without the bees feeling threatened.

(Cut back to her; zoom out to frame Cattail crossing to her on the start of the next line, the mask no up on his forehead.)

Cattail: You know, you didn’t have to help with this. I woulda lent you the mask anyway. (He removes it and holds it out to her.)

Fluttershy: I know. (Giggle.) But I couldn’t leave without helping.

(As soon as the yellow feathers make contact with the item, it too becomes suffused with a sunny glow that surprises both of them no end. Wipe to a long shot of the pyramid in which Somnambula faced the Sphinx so many years ago, standing under a foreboding gray sky, and zoom in slowly to the sound of a young stallion’s voice.)

Young stallion voice: I don’t think anypony can find anything in there.

(Cut to the surface of the pool of bubbling green slime in the Sphinx’s chamber, the camera positioned just above the liquid and pointed at five ponies near the edge. One is a confidently smiling Daring Do, using one front hoof to pump a set of bellows whose outlet hose snakes into the pool; the fact that only one of the others is a stallion points to the speaker’s identity.)

Daring: I wouldn’t give up hope just yet.

(A sudden jerk on the hose yanks the bellows loose, and she very nearly goes into the drink while snatching it back. The level of the slime begins to drop with remarkable speed, a longer shot of the area showing that the platform on which Dr. Caballeron imprisoned Rainbow in “Daring Done?” has been removed. The last of the goop vanishes down a drain set into the floor of the pool, the hose snaking in as well; it proves to be attached to a deep-sea diving helmet worn by a wetsuit-clad Pinkie when she climbs halfway out.)

Pinkie: (holding up a strip of cloth, opening helmet’s face window) This old blindfold was stuck in the drain.

Daring: Weren’t you looking for a blindfold?

Pinkie: (smiling) Oh, yeah!

(She ducks away within the suit and leaps out through the helmet’s opening to snatch the item of interest in her teeth, causing it to glow like all the others. Dissolve to a long overhead shot of the Ponehenge ruins and zoom in slowly; it is daytime, and Twilight and Sunburst are at the central platform while Starlight inspects one of the broken columns.)

Twilight: I can’t believe I’m gonna meet Starswirl the Bearded!

(Close-up of her and Sunburst, with Starswirl’s journal open before them.)

Twilight: You know, outside of my dreams.

(Zoom out on the next line to put Starlight in view, her power wrapped around a vine.)

Starlight:  I can’t believe you’re actually going through with it. (She snaps it loose…)

Twilight: What do you mean? (…and vanishes it.)

Starlight: I’m all for pushing the envelope, obviously, but this is pretty out there for you, Twilight.

Sunburst: Wh-What’s out there about saving the most legendary ponies of all time from a thousands-year-old prison?

Starlight: (chastened) Well, nothing, when you say it like that. (She paces; Twilight floats the book up.) Unless the most legendary ponies of all time knew what they were doing and we shouldn’t mess with it. (Down again.)

Sunburst: I’m sure Starswirl and the Pillars did the best they could back then. (Twilight nods.) But magic has come a long way, mostly because of the work they did.

Starlight: (to Twilight) That’s true, and you did get your wings from finishing one of Starswirl’s spells. (Twilight lets them flare out.)

Twilight: Exactly!

(She folds them away and brings the journal up once more as Starlight resumes her pacing.)

Starlight: But then I messed with one and nearly destroyed the universe, so… (Down again.)

Twilight: (crossing to her) Starlight, Starswirl the Bearded is the greatest wizard who ever lived. The chance to have him back in Equestria is worth the risk.

Spike: (from o.s.) That’s good news!

(All eyes turn toward the surrounding forest, from which Rainbow wings into view, hauling Spike and Netitus.)

Rainbow: Otherwise, we’d have brought this shield for nothing.

(She plants it at the base of one column, wedging its point so that it stands vertically in the rock. It is no longer glowing; the same will be true of the other recovered items.)

Applejack: (from o.s.) I hope you don’t think you’re the only one to find her artifact—

(Cut to her, carrying Rockhoof’s shovel and smirking alongside the column at which he appeared during the Act One playback. One bent foreleg is propped on the base.)

Applejack: (twirling shovel, balancing it on a hoof) —because this here shovel says otherwise.

(She lays it down; now Rarity walks in, properly cleaned up from her Act Two gardening blitz and levitating Mistmane’s flower in a new pot.)

Rarity: (laughing) Honestly, you two. Not everything is a competition. (setting it at another base) But Mistmane’s flower is by far the most attractive of the artifacts.

(On the start of the next line, zoom out to frame Pinkie peeking out from behind the next column over.)

Pinkie: (holding up Somnambula’s blindfold) You’re just saying that because you didn’t have to scuba-dive in a pit of green slime to get yours.

(It is still as mucked-up as when she fished it from the drain, and she plops it onto the base. Pan to Fluttershy on the next line, one column farther along and wearing Meadowbrook’s mask propped on her forehead.)

Fluttershy: Or move a flash bee hive. (Long overhead shot of the ruins.)

Twilight: Good work, everyone!

(Close-up of the closed journal as it is levitated into place on the base of the one unoccupied column, then zoom out to frame Twilight.)

Twilight: Let’s do this!

(Sunburst is first to rev up his horn and open fire; Starlight rolls her eyes with a weary groan and does likewise a moment later. They are both targeting the journal, and Twilight rises a few feet and adds her own magic to the effort. Fluttershy has taken off the mask and laid it at her column’s base by this point. After some seconds, the three mages cut their spells as the journal starts to glow translucent white on its own, firing off a beam that works its way clockwise around the circle of artifacts to close in the old hexagonal circuit. Twilight and Sunburst grin, the former eagerly and the latter with brimming curiosity, but Starlight’s features arrange themselves into a grimace of barely contained fear and apprehension. The shape of light rises several yards off the ground, taking the artifacts with it, and begins to spin in place. It quickly degenerates into a circular smear of white that contracts briefly into a single point and then explodes outward to white out the screen.)

(Fade in to the clearing, with a few very prominent additions floating above it—the broken tops of the six columns, and the Pillars in the horseflesh. One new arrival after another tumbles insensate out of the air, the artifact finders catching/pulling/tackling them and their items in order to keep the falling rocks from doing any further damage. Magnus is the only one of the six not seen during this sequence, and Starswirl is the last to touch down. Meadowbrook is wearing her mask.)

Starswirl: (dazedly) What…what has happened?

(He stands partway up as Twilight lands. Now Magnus can be seen, being helped up by Rainbow.)

Twilight: It worked! (crossing to Starswirl) We brought you back!

Starswirl: (rubbing head) To where? (He gets fully upright.)

Twilight: You and the others have been trapped in Limbo for over a thousand years. (His eyes pop.) But I figured out how to get you ho—

Starswirl: What?!?!? No, no, no, no! You must undo what you’ve done!

Twilight: What? Why? I mean, I don’t think I can.

Starswirl: (stepping down, backing her up) You cannot bring us back!

Twilight: But I did! I brought all the Pillars back!

Starswirl: You cannot bring only the Pillars back!

(Lighting tears through the quiet daytime sky, and all present back fearfully away from the central platform as a wisp of dark gray vapor appears and grows rapidly. Voices cry out and hooves bug out just before the miasma coalesces into the same sphere that appeared in the Act One playback. Runnels of slime ooze down and thicken and writhe horribly, the vapor dissipating, and the whole mass resolves into Shadows to the sound of his wild, reverberating laughter. He rears up as dark clouds drift in to choke out the sunlight, then brings his front hooves down hard enough to shake the camera and opens his white-glaring eyes.)

Twilight: Oh, no!

(She catches her lower lip in her teeth, too scared to get any further words out. Cut to a “To be continued…” title card and snap to black.)

Continued in Part Two


SHADOW PLAY—PART TWO

Story by Josh Haber

Written by Josh Haber, Nicole Dubuc

Story editing by Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre        

Transcribed by Alan Back (ajback@yahoo.com)

Prologue

(Opening shot: fade in to a “Previously on My Little Pony” title card, then to black, then snap to Sunburst addressing Princesses Celestia and Luna in the throne room of Canterlot Castle, during the prologue of Part One. He has been reading from the old journal that had belonged to Starswirl the Bearded, and which he bought sight unseen during “Uncommon Bond.”)

Sunburst: That’s the last entry.

(The storybook illustrations: Starswirl and the other five Pillars of Equestria—Flash Magnus, Mage Meadowbrook, Mistmane, Rockhoof, Somnambula—turn away, having just exiled the unicorn stallion who summoned them. A dissolve during the next line shows them charging into battle against the Pony of Shadows—“Shadows” for short.)

Sunburst: (voice over) Starswirl’s final words before he vanished!

(The network of six circles, with Starswirl at the center and ringed by the others.)

Applejack: (voice over) All those legendary ponies were real too, and then—

(As she finishes, dissolve to the six standing in line, each framed by a rising sun. The camera then cuts to her and Sunburst in the throne room.)

Applejack: —none of them were ever heard from again?

(The ruins at Ponehenge, Act One: a beam spreads from one Pillar’s past item to another, ringing in the avatar of Shadows and allowing them to break loose of his snares.)

Twilight Sparkle: (voice over) They used their magic to open a portal to Limbo.

(All seven ponies rise within a brilliant corona, Shadows screaming every inch of the way before a flash whites out the screen and fades to leave only the Pillars’ items. Cut to the present-day ponies recovering these artifacts in turn during the next line: Applejack with Rockhoof’s shovel, Rarity with Mistmane’s flower, Rainbow Dash and Spike with Flash Magnus’s shield Netitus, Fluttershy and Cattail with Meadowbrook’s mask, Pinkie Pie with Somnambula’s blindfold. Each begins to emit a golden glow.)

Twilight: (voice over) We need to find items that are connected to the Pillars in some way.

(Act Three: Starswirl’s journal has been placed at the base of one Ponehenge column, and it begins to glow translucent white as Twilight, Starlight Glimmer, and Sunburst cut the beams they have been firing into it. From here, cut to the newly re-summoned Pillars being helped by their modern-day counterparts, Twilight crossing to Starswirl.)

Twilight: We brought you back!

Starswirl: (panicked) You cannot bring only the Pillars back!

(Shadows’ near-black form coalesces at the center platform with a sinister, reverberating laugh as storm clouds roll in. Front hooves come down with enough force to shake the camera, white eyes blaze out, and the view snaps to black.)

OPENING THEME

Act One

(Opening shot: fade in to a long shot of Ponehenge and zoom in slowly as Shadows lets his laughter boom out over fourteen stunned ponies and one incredulous baby dragon. Sunburst has the journal in his aura and is reading at top speed, and Meadowbrook has her mask up on her forehead.)

Shadows: Your pitiful attempt to imprison me has failed, Starswirl!

(The old unicorn tries to crank off a spell, but his horn fizzles out.)

Starswirl: (to Twilight) You must return us to Limbo! It’s the only way to stop him!

Twilight: I-I only figured out how to bring you back!

Sunburst: (frantically flipping pages) Working on it! No table of contents!

Shadows: Allow me to assist.

(He sends out a cluster of tentacles toward the columns, one of which rips the old book from Sunburst’s hold and impales it. Rockhoof tackles Applejack to save her from being speared; another stabs the stone, barely missing both Rainbow and Magnus; and in short order he has hit all six of the ancient formations. Pulses of dark magic race out from the unearthly equine, blowing the columns to dust and gravel, and Twilight/Starlight/Sunburst dive for cover as the journal is reduced to confetti. One piece thumps to the ground just in front of Twilight and smokes quietly as bits of the pages flutter down around her. Coming out of her duck-and-cover position, she stares in silent horror at the destroyed book in close-up.)

Shadows: (from o.s.) There!

(Long shot framing all; the central platform is also smashed, and he has withdrawn the tentacles. Slow pan.)

Shadows: Without the power of Ponehenge, your banishing spell is useless! (Cut to Twilight and Starswirl.)

Starswirl: (to Twilight) You have studied my writings. Surely you have some other plan!

Twilight: No! I just wanted to save you! I didn’t think—

Shadows: (from o.s.) Don’t fret. (Long shot, framing all.) When I extinguish the light and hope of this miserable world, you won’t remember any of this. (He fires a black beam from his horn.)

Twilight: No!

(Starswirl prepares a magical counter-strike, but she is faster on the trigger. Her power and Shadows’s meet at a point between their horns, canceling each other out in a blinding flash that causes him to recoil with a yell of pain.)

Shadows: (with slight effort) This one is almost as strong as you, Starswirl. (warming up again) But even in my weakened state, she cannot stop the might of shadows.

(He lets fly again, as does she; this time, his offensive begins to overpower hers and bulldoze its way toward her head in close-up. A second beam lances into view from somewhere behind her as backup.)

Starlight: (from o.s.) Lucky for her— (Twilight smiles, relieved; zoom out to frame them and Starswirl.) —she’s not alone!

(Starswirl watches wide-eyed as the two mares slowly drive Shadows’s beam back; when it reaches the tip of his horn, a flash clears the air and he unleashes a furious roar.)

Starswirl: Know this, fiend! (Zoom out slowly; all gather around him.) We will not rest until we find a way to return you to Limbo!

Shadows: (snarling) Never! Your days of glory are through, Starswirl! Now my dark power will reign, and you six will bow to me!

(With a final defiant yell, he collapses into a mass of mist and channels himself upward into the clouds, causing them to give way to clear blue sky. Rainbow and Magnus fly up for a bewildered look around the suddenly tranquil scene.)

Rainbow: Um…where’d he go?

(Somnambula, who has been hovering above the plain, settles down next to Pinkie. Her voice carries a heavy, husky Egyptian accent.)

Somnambula: That is a riddle we must unravel, and quickly!

Meadowbrook: (to Fluttershy) How long have we been gone?

Fluttershy: Over a thousand years.

(Confounded stares from all the Pillars within earshot—except for Starswirl, who smiles proudly.)

Starswirl: Then my spell worked— (pointedly, to Twilight) —before it was meddled with. (She cringes under his words and slinks away.) And the realm has been at peace for a millennia [sic].

[Error: “Millennia” is plural; the singular is “millennium.”]

(Pinkie slides over and throws a cheerful foreleg around his shoulders.)

Pinkie: Weeeellll… (rapid fire) …we did have to save everypony from Nightmare Moon and Discord and Chrysalis and King Sombra and Lord Tirek, and there was that one time when Starlight traveled through time and almost destroyed life as we know it.

(Accompanied by the following. She shows him an open book, which proves to be the friendship journal used by Twilight and company as she flips the pages. Drop it, then pull a rather rattled Starlight into view, who manages a timid grin and wave. After Pinkie finishes, she shoves the unicorn back out of view and shrugs casually.)

Pinkie: (laughing) But that’s all in the past.

Magnus: (to Rainbow) If you are truly this accomplished, we will stop the Pony of Shadows twice as fast together.

Starswirl: We shall see. It is an easy thing to say you have saved the world. It is quite another to do it. (Rainbow stares him straight on in an upside-down hover.)

Rainbow: (chuckling, flipping over) Oh, we’ve saved the world, Beardo. (She flicks his beard.) And we can do it again.

Starswirl: (pushing her back) Be that as it may, the problem of locating the Pony of Shadows remains. (Overhead shot of the group; slow pan.) And this land is vast.

(Cut to Rarity, Spike, and Mistmane.)

Rarity: It sounds like you need a map. Luckily, we have just the thing.

(Dissolve to an overhead shot of the central table in the throne room of the Castle of Friendship, set with its magical map, and zoom out slowly as all fifteen adventurers gather around it. Meadowbrook has shed her mask entirely.)

Starswirl: Something about this magic seems familiar.

(When he gives the map a jolt from his horn, it responds by transforming into an image of the Tree of Harmony, the Element jewels embedded in its branches and trunk. All gasp at its emergence; cut to Twilight, Rarity, and Spike.)

Rarity: (hushed, to Twilight) Did you know he can do that?

Twilight: (ditto) He’s Starswirl. He can do anything! (Pan to Starswirl.)

Starswirl: This map, and indeed this very castle, are grown from the seed we planted over a thousand years ago.

(Now Rockhoof speaks up with a Scottish accent.)

Rockhoof: (planting a hoof on table, shaking room) Then it did work!

Sunburst: Uh, what worked? (Cut to Pinkie and a hovering Somnambula on the next line.)

Somnambula: (touching down) Each of us infused a crystal seed with our magic, in hopes that it would grow into a force for good. (Cut to Mistmane on the next line.)

Mistmane: We wanted to leave something to protect the realm in our absence, but we never dreamed our gift would become so powerful.

Applejack: Y’all mean the Elements came from you?

(All eyes shift toward Starswirl, the camera cutting to him as he ponders the issue carefully.)

Pinkie: (from o.s.) You know— (Back to her and Somnambula.) —the sparkly crystal things that grow from the Tree of Harmony and represent each of us? Laughter, honesty, generosity, loyalty, kindness, and magic!

(Accompanied by the following demonstrations in turn. Jump onto her own throne, sending up a blast of balloons/confetti/streamers. Wrap both forelegs around Applejack’s haunches to accentuate her cutie mark, earning a nasty look. Pull a peacock-feather fan aside so Rarity can toss her mane. Toss it away and pull Rainbow down into view by her tail. Nuzzle her cheek against Fluttershy’s. Toss a puff of sparkly dust in front of Twilight, who manages a humoring smile. She finishes by resuming her seat next to Somnambula.)

Somnambula: They are reflections of our own elements of hope…

(Cut/pan to each of the other Pillars and his/her modern alternate in turn; she points to each.)

Somnambula: (from o.s.) …strength, beauty, bravery, healing, and sorcery.

(Twilight and Starlight both smile admiringly up at the elderly magic master, who adopts a stoic gaze with eyes unmoving. The disapproving sidewise glare that he throws at Twilight causes both mares to wilt. Cut to Fluttershy and Meadowbrook.)

Meadowbrook: We had no idea our small seed would bloom into the livin’ spirit of the land. I am glad our mantles have passed to such capable ponies.

Starswirl: (from o.s.) More importantly— (Long shot of the entire group; slow pan.) —we no longer need Ponehenge to send our foe back to Limbo. We can use the stored magic in this Tree of Harmony. (Cut to him and Twilight.)

Twilight: But…doesn’t a banishing spell take a lot of power? We’d have to sacrifice the Elements for that.

Starswirl: (nodding gravely) Mmm-hmm.

Fluttershy: They’d be gone forever?

Twilight: Starswirl, I don’t think the Tree can survive without the Elements. If it dies, Equestria will suffer.

Starswirl: If the Pony of Shadows has his way, your land will not exist! So, unless you have a better idea…

(The Princess turns her eyes sullenly away, not entirely sharing his confidence in his plan. The Tree image disappears in a swirl of white light and is replaced by the map, on which blots of black cloud appear over five widely scattered locations.)

Starswirl: Our foe will seek dark places from which to draw power. I will prepare my spell so that we may strike as soon as you find him.

Rainbow: What are we waiting for?

Magnus: (to her) I like your spirit.

(Various pumped-up exclamations around the table, with Twilight and Starlight the only abstentions. The former walks away from the table, and the sight of her plodding out the door leaves the latter more than a bit unsettled. Dissolve to the library, which is still as much of a wreck as it was after the full-tilt research bender in Part One. Twilight sits at a table buried under books and notes, reading from one tome held in her magic, and Spike has climbed a ladder to pull a book from one of the upper shelves.)

Spike: What about this one? (Twilight floats it down and checks the cover.)

Twilight: (setting it aside) Sea pony etiquette isn’t gonna help right now, Spike.

(As she levitates a scroll off the table for a read, one door opens under Starlight’s control and she enters.)

Starlight: Uh, Twilight? Are you okay?

Twilight: (setting scroll down, standing, gradually freaking out) I just unleashed ultimate evil and doomed Equestria because I was obsessed with meeting my idol! Why wouldn’t I be okay?

(She hammers the point home by flopping back onto her haunches and letting her face hit the table with a resounding whump.)

Starlight: (crossing to her) Pfft! You didn’t know that was gonna happen. (Twilight raises her head.)

Twilight: But I should have listened to you and left things alone. Now the Elements of Harmony will be lost to fix my mistake.

Starlight: Maybe there’s another way.

(Cut to Spike, who has made it down to the floor while carrying a ludicrously tall stack of books.)

Spike: (carrying them across) If there is, Twilight’ll find it.

(The boss’s telekinesis pulls a thick one from the middle and drops the ones above it back into place, nearly causing him to lose his balance. Back to Twilight and Starlight; the winged unicorn has it in front of her in a trice and starts turning pages.)

Twilight: Portal gate…portal keys…portal spells… (looking up, beaming) …yes! If the Pillars can hold open the gateway to Limbo, a powerful pony can do the banishing spell herself! Do you know what this means?

(A huff from the o.s. Spike; cut to frame him as well, plunking the rest of his load on the floor and rubbing his back.)

Spike: I can stop carrying books?

Twilight: The Pillars don’t have to leave Equestria! (She sets her book on the table.) Even though we’ll lose the Elements, we’ll have the ponies that created them, and the Pony of Shadows will be banished for good!

(This plan of action does not seem to sit well with Starlight.)

Starlight: (forcing a smile and chuckle) That’s great. But I was thinking of another way that maybe doesn’t involve banishing at all?

Twilight: (floating book off table) Starswirl knew what he was doing when he cast that spell. (A scroll joins it…) If I can make it even better— (…followed by a quill.) —maybe he’ll see that I take magic as seriously as he does.

(Starlight turns away, worry for her teacher etched into every bit of her face. Dissolve to a close-up of Pinkie and Somnambula, the earth pony smiling and the pegasus staring in openmouthed confusion as horns blare faintly around them. Applejack is partly visible to one side. Zoom out to show all three and Rockhoof standing in the middle of a busy Manehattan street; Rainbow and Magnus come in for a landing to join them.)

Rockhoof: It seems the dark places Starswirl indicated on the map have changed. (All six head for the sidewalk.)

Applejack: I bet the Pony of Shadows woulda loved the Ghastly Caverns before a thousand years of erosion turned it into the Ghastly Gorge.

(On the start of the next line, cut to a bonneted Fluttershy walking along and studying a map held up by magic.)

Fluttershy: The Appleloosian Wastes sure sounded dark and desolate.

(The sheet is lowered to reveal Rarity behind it, now wearing a blue cowboy hat and with part of her mane braided and tied with a bow.)

Rarity: Who knew they would become such a popular square-dancing destination?

(The start of the next line is accompanied by a cut that frames all five of Twilight’s friends and all the Pillars except Starswirl congregating on the sidewalk. This shot picks out the shirt, sweater, and boots that Rarity has donned to go with her hat—souvenirs from the trip out west, as is Fluttershy’s bonnet.)

Pinkie: And I get how this part of Equestria used to be cast in eternal night— (spookily) —where the Pony of Shadows could draw power and wreak havoc while ponies were powerless to stop him! (brightly) But…

(She zips away. Cut to Applejack, Rainbow, Rarity, and Somnambula; there is the clunk of a switch being thrown, followed by a harsh glare that forces them to screw up or cover their eyes.)

Pinkie: (from o.s., amplified) …it’s kinda made a comeback!

(A shot from just over Somnambula’s shoulder tells the story: the pink goofball has found and activated a trio of animated billboards that are all projecting images of her face. It is nighttime here.)

 

Pinkie: (amplified) Did I mention it’s really bright?

 

(A round of strange/nasty looks from the other nine travelers, and Rarity brings up the map for all to see. Extreme close-up of a quill in Starswirl’s aura as it crosses off a location on a different map, which is then pulled away to yield a close-up of the one in Twilight’s throne room. The cloud over Manehattan, the last one still in play, winks out of existence; on the start of the next line, cut to the mage, Sunburst, and Rockhoof looking on.)

Starswirl: (folding/banishing map and quill) It seems there are fewer dark corners in the realm these days.

(On the next line, cut to Rainbow on her throne, Magnus standing alongside; each has a mug of cider.)

Rainbow: Isn’t that a good thing?

Magnus: True. The Pony of Shadows will have a hard time regaining power. When he rears his head— (raising mug) —we’ll be ready!

(The blue pegasus clunks hers against it in a toast. Cut to Fluttershy and Meadowbrook, the animal lover having shed her bonnet and given up her seat to the healer for the moment.)

Fluttershy: (clasping a hoof) Isn’t there some way to banish him without losing all of you?

Meadowbrook: (sighing, patting her hoof) I wish there were. (Cut to a slow pan across the others; she continues o.s.) But to save our home, we are willin’ to leave it.

(Rarity no longer wears her cowboy attire and has undone her mane braid in this shot. The somber mood is shattered by the sound of doors being thrown open; pan quickly to Twilight, who has just burst in. She is up on her hind legs and is levitating a scroll.)

Twilight: I don’t think you’ll have to. (To all fours; a concerned Starlight and Spike follow her in.) My spell isn’t finished yet— (trotting in) —but I think we can send the Pony of Shadows to Limbo without all of you having to go as well!

(She lays the parchment on the table with the hopeful grin of a student presenting a teacher with what, in his eyes, is a masterpiece. The teacher in this case spares it little more than a brief, disdainful flick of his eyes.)

Starswirl: (magically pushing it aside) While I appreciate your enthusiasm, Twilight— (She hunches down and backs away, crushed.) —this is hardly the time to take risks on half-baked spells.

(The purple eyes go big and shiny, the ears droop, and the pony attached to these parts utters a barely audible moan of defeat in close-up. Zoom out on the next line to frame a riled-up Applejack standing alongside her.)

Applejack: Beggin’ your pardon, Mr. The Bearded— (Twilight smiles.) —but Twilight doesn’t do anythin’ halfway.

(Zoom out again; Pinkie is on Twilight’s other side, standing on her hind legs.)

Pinkie: (waving forelegs) Especially not magic! (Rainbow flies over.)

Rainbow: (unfolding Twilight’s wing briefly) Seriously. She got her wings by finishing one of your spells. (Here comes Rarity.)

Rarity: I think you’ll find her work is worth reading before you dismiss it out of hoof. (And Fluttershy.)

Fluttershy: (nodding) Mmm-hmm.

(All six confident/indignant faces turn toward the table; now Meadowbrook has moved over next to Starswirl for a look at Twilight’s efforts.)

Meadowbrook: While it is an unconventional approach, I believe it could work. (Starswirl floats the scroll up to eye level.)

Starswirl: Hmm…I suppose there is a chance.

Sunburst: But we still have no idea where to find the villain!

(Cut to an extreme close-up of Twilight’s face, which scrunches itself up in deep thought. The sound of a magic flare snaps her out of it in short order, and the camera zooms out to frame her entire circle of friends—all of whose cutie marks are sounding off. Images of these icons float off their wearers’ haunches and cluster up near the ceiling, Twilight’s mark at the center and the others describing a tight circle around it. The formation descends to hover above a craggy tract near where Spike is standing.)

[Animation goof: The tree-stump chandelier is missing in this shot.]

Spike: (pointing at the spot) Maybe we should try there?

(Confused looks pass among the six mares. Fade to black.)

Act Two

(Opening shot: fade in to an extreme close-up of the six spectral marks and zoom out slowly.)

Applejack: (from o.s.) The Hollow Shades. (now in view by map) I-I think a branch of the Apple family lives there. (Sunburst crosses to her.)

Sunburst: Uh, they’d have to be pretty distant. The Hollow Shades was abandoned eons ago. (Cut to Rarity, on her throne, and Mistmane.)

Rarity: Hmm, that’s odd. The only time the map’s called all of us to one place was Starlight’s village. (Rainbow swoops down over the map.)

Rainbow: So it’s like a supervillain tracker! (addressing herself o.s.) No offense.

(The recipient of these last two words turns out to be Starlight, who cocks a disgruntled eyebrow as Twilight adopts an expression of combined unease and profound embarrassment.)

Twilight: (to Starswirl) Do you think the map could be trying to tell us where the Pony of Shadows is?

Starswirl: Hmm…the Tree of Harmony acting to protect the light of the realm. Yes. A good thought, Twilight.

(Her whole face lights up, eyes shining in time with an ecstatic little squeak, and he lifts her notes in his field.)

Starswirl: I will make my notes on this spell. Ready yourselves for battle. (Close-up; pan to Starlight on the next line.)

Starlight: Uh, I know I’m not as experienced as all of you, but is banishment really the only option? I mean, it’s been a long time. Maybe the Pony of Shadows is ready to talk?

Starswirl: (scornfully) I doubt we can save our homeland with a conversation.

Starlight: (needled) But we could try.

Twilight: (crossing to her) Starlight, I’m sure Starswirl and the others did try.

(Her cutie mark has stopped pulsing; when the others are seen next, theirs will have quieted down as well.)

Starswirl: The Pony of Shadows was not interested in reconciliation. (pacing past, scroll in tow) Once a villain, always a villain. Twilight, Sunburst… (Twilight follows him, reluctantly; he stops at the doors.) …would you accompany me? (Roll it up; these two follow him out.) I wish to refine this spell for our use.

(The others walk/fly after these three.)

Rockhoof: Come! We must prepare for the struggle ahead.

(The only ones to hang back are Starlight and Spike.)

Starlight: (sighing) I know Starswirl is a great wizard, but this whole plan seems…wrong. The map’s only ever sent us to solve friendship problems.

Spike: Maybe so, but the Pony of Shadows doesn’t really seem like the friendship type.

(He adds quotation marks with his fingers on these last two words.)

Starlight: Honestly, we don’t know anything about him.

Spike: Well, nopony does. (Starlight starts thinking, a sly smile plastering itself on her face.)

Starlight: That’s not entirely true.

(She starts for the door, a mildly flummoxed baby dragon in her wake. Dissolve to an extreme close-up of Netitus, fully repaired and being polished by Rainbow until she can see her own reflection in the gleaming metal, then cut to Magnus adjusting his helmet. As she passes the shield to him, the camera pans across the entrance hall of the Castle. Applejack is working a pedal-operated grinding wheel so Rockhoof can sharpen his shovel blade and get the stains and chips out, and Meadowbrook has donned her mask—now fully restored—for Fluttershy to do a final cleaning. Starlight and Spike descend the stairs at the far end.)

Starlight: You all knew the Pony of Shadows before he became what he is now. You must have been friends, so…what happened?

(They reach the floor; now Rarity/Mistmane and Pinkie/Somnambula have joined the group, and all have finished their prep work.)

Rockhoof: The tale of our rift is a sad one.

(Wavering dissolve to a long overhead shot of a village from his time, the Sirens in their original form swimming/flying through the daytime sky above the countryside. For those who have not seen Rainbow Rocks, or who have and need a refresher: pony-like head, forelegs and front half transitioning into a long, scaly, finned tail. The pony half is one shade with gill slits on the neck, the tail another and matching the finned ears and spiny ridge running down the back of the head. The yellow one is Adagio Dazzle; the purple one, Aria Blaze; and the blue one, Sonata Dusk. They pull up into a hover, exposing the large red gems embedded into their throats, and vocalize a ghostly harmony that sends waves of red energy over the village. Within seconds, the ponies’ eyes have gone an unhealthy shade of green and the whole place has descended into chaos. A stallion and mare get into a scrap; another pair break the vanes off a windmill; a filly struggles futilely to budge a hunchbacked giant of a stallion, who simply grabs a church bell and slams it down over her, open end first, to leave her head ringing.)

(Cut to an extreme close-up of Adagio’s gem as it begins to absorb the bad vibes the trio has stirred up, then cut to a long overhead shot of the village and zoom out. All three Sirens are harvesting every scrap of negativity they can get, and a smallish unicorn stallion plods glumly along a ridge in the fore. Gray coat; blue eyes; short, straight-cut, two-tone dark blue-green mane/tail; short, ragged cloak that hides his cutie mark; bindle slung on a stick over one shoulder. This is Stygian; except for the shade of his mane/tail, he matches the unicorn who brought the Pillars together during the prologue of Part One. He stops short, gaping at the budding unrest as the singing fades away.)

Rockhoof: (voice over) Stygian was a pony like the rest of us— (He gallops away…) —though more scholar than hero. (…then returns, leading the Pillars and without his bindle. Meadowbrook is unmasked.) He recognized our emerging world would need champions to defend it.

(The six heroes charge/fly down toward the village at his gesture, and Magnus is first to crash the party by buzzing past Aria, who snaps her jaws at him but only gets a mouthful of air. Her feeding interrupted, she retaliates by spitting a red beam; he raises Netitus to block it, but gets bulldozed away from sheer momentum. Down below, Rockhoof uses his shovel to launch a couple of hefty boulders, only to have Aria shoot them down as well. All three Sirens have stopped absorbing energy by this point. As soon as they swing down toward the defenders, Somnambula takes to the air and does a couple of quick loops around them. Enraged, they set after her with a screeching snarl; Starswirl fires a spell into the clouds, opening a black aperture ringed by swirling color. Somnambula pulls up just short of it, but the Sirens are unable to correct their course in time and hurtle through it. The hole in space-time seals itself—this is the moment of their exit from Equestria to the human world—and the villagers begin to celebrate, having returned to their right minds. Stygian smiles, but finds himself ignored as an impromptu parade makes its way past him.) 

Magnus: (voice over) He may have gathered us together, but he himself was just an ordinary unicorn who soon grew jealous of our abilities.

(Stygian clumps dejectedly away through the fields. Dissolve to an extreme close-up of Mistmane’s flower being levitated onto the base of one column at Ponehenge. Evening sky is visible through the trees. On the next line, pan across the clearing to frame Netitus and Starswirl’s journal being set into place as well.)

Mistmane: (voice over) He stole objects from each of us.

(Long overhead shot, zooming out slowly. The low wall on the central platform, seen during the present day, is covered by a flat cap in this time period. Both it and the six intact columns have designs of swirls and curves etched into their surfaces. The Pillars watch from ground and air around the perimeter, and their items have all been set before the columns by Stygian.)

Mistmane: (voice over) Artifacts to use in a spell. (Starswirl gestures emphatically for him to leave.)

Meadowbrook: (voice over) And we cast him out for it.

(The unicorn departs, his spirits plummeting into his hooves. Dissolve to a long shot of the Castle of the Royal Pony Sisters under a torrential nighttime rainstorm and zoom in slowly.)

Somnambula: (voice over) We always thought he’d return and seek forgiveness.

(Cut to the Pillars in one of its corridors, Starswirl consulting the journal held in his magic. A set of double doors bursts open, Stygian standing outside in the downpour with head bowed.)

Somnambula: (voice over) But when we saw him again—

(He lifts his face, exposing a scowl and two hard blue eyes that go pure black and begin to ooze ichor.)

Somnambula: (voice over) —his heart was bent on revenge. (One swift flash transforms him into Shadows.) He dashed even my hope of saving him.

(The fight is joined, Starswirl and Shadows firing beams that generate enough backlash to white out the screen when they connect. Fade in to the present day, Starlight and Spike facing the Pillars and their modern variants in Twilight’s entrance hall.)

Starlight: But why did he steal the artifacts from you?

Meadowbrook: (stepping forward, raising mask) No doubt it was an enchantment to take our powers for himself.

Starlight: Hmm…

(Dissolve to Sunburst in the library, up on a ladder to bring a book to himself with his field and start reading. Another one floats by in Twilight’s hold, the camera tilting down to follow it and frame her and Starswirl doing some serious literature reviewing. Starlight magically opens one door and enters; cut to her.)

Starlight: (glancing at stacked books) That looks like a lot of work.

Starswirl: (from o.s., imperiously) It is what must be done— (Cut to just behind her; he has his back turned.) —and it would be best if we were not disturbed.

(Close-up: this dismissal rubs her the wrong way.)

Twilight: (crossing to her, still reading) I’m sorry, Starlight, but we can’t stop to talk. The stakes are too high and we have to—

Starlight: (irritated) —banish Stygian to Limbo. I get it.

Sunburst: Uh, who? (Cut to Starswirl on the start of the next line.)

Starswirl: “Stygian” was the name the Pony of Shadows gave up when he turned to darkness. (Starlight circles behind him.)

Starlight: And I’m just trying to figure out why.

Starswirl: (slamming book shut, advancing on her) Envy! He wanted more power than he had, and that desire led him down a path from which there is no return. (He turns back to his work.)

Starlight: I know from experience that’s not always true. (to Twilight) When the map called you six to my village, it was for a friendship problem. (Close-up of Twilight, sending a book away; she continues o.s.) Are you sure this is different?

Twilight: (uncertainly) I…

Starswirl: Stygian wants to destroy all that is good in this world. There’s no way to befriend a pony like that. (He strides away; sound of door slamming behind him.)

Starlight: (to Twilight, bitterly, tearing up) I guess I’m lucky your idol wasn’t around when you decided to be my friend. I might have been banished to Limbo too.

(She walks away, pointedly not making eye contact with the Princess. Cut to just outside the library, Starlight exiting and using her magic to slam the door shut, and snap to black.)

Act Three

(Opening shot: fade in to a close-up of the Tree of Harmony, in its cavern beneath the Castle of the Royal Pony Sisters, and zoom out slowly to frame the fifteen spectators. Meadowbrook has removed her mask.)

Somnambula: I am glad we have the chance to see what has grown from our efforts so long ago.  

Mistmane: (ruefully) It seems a shame to harm it.

Starswirl: (brusquely, stepping up) A necessary sacrifice. With the Elements’ power, we will bind the Pony of Shadows in Limbo. And thanks to Twilight— (Who grins.) —we will remain to watch over the realm ourselves.

(Starlight noticeably fails to share in the others’ general attitude of approval, but Starswirl pays no mind, channeling a pulse into the six-pointed star projection on the trunk that encases the Element of Magic. The Elements embedded at the ends of the branches flare in response and start to float free of the crystalline bark—first Loyalty, then Kindness, and next Magic is released. As Loyalty drifts toward Rainbow, the gold necklace in which it had been set materializes around her neck in a blaze of white to receive it. The same happens with Rarity and Generosity, followed by Fluttershy and Kindness. Two vertical panels wipe into view to fill the screen; Pinkie receives Laughter on the left, while Applejack gets Honesty on the right. These views slide away to either side, giving a fullscreen view of Twilight as Magic settles above her head. It winds up set into a tiara identical to the one bestowed on her in “Elements of Harmony,” but with one change—the small blue gems that had studded it are gone. Cut to Rockhoof, peering intently at Applejack’s necklace.)

Rockhoof: Um…how do we use them? (Zoom out to frame Rarity and Mistmane on the next line.)

Rarity: Well, you… (She stops, suddenly puzzled.) …oh. I-I’m not sure. They simply work for us.

Starswirl: (from o.s.) The Elements are attuned to you. (Long shot of the entire group.) We must use their magic in pairs.

Rainbow: No problem! (Cut to her and Magnus.) We’re used to banishing evil before breakfast.

(They trade a high five. Zoom out on the next line to frame most of the others.)

Applejack: (adjusting hat) And it’ll be an honor to save Equestria with y’all.

(The group moves out, except for Starlight and Spike.)

Starlight: I really hope Twilight knows what she’s doing.

(Hooves and stubby feet carry them after the others. Dissolve to the fourteen-pony troop on a ridge and zoom out to frame an arid, unforgiving wasteland spread before them, with jagged slabs of rock jutting from the ground on either side of a winding path. A crescent moon shines in a starry night sky whose lower reaches are tinted an oddly vivid pink color by the thin cloud. Off in the distance stands a cluster of houses, shadowed by one tilting monolith. They have arrived at the Hollow Shades.)

Sunburst: I-I don’t remember reading anything that said the Hollow Shades was like this.

(Cut to ground level; Starswirl leads them across the unforgiving terrain and into the village. The structures have thatched roofs, and the place is deserted except for a forlorn tumbleweed caught in the breeze.)

Mistmane: (shuddering) Oh, the Pony of Shadows must have twisted it to his purposes.

(They enter a common area marked by a well as Shadows’s low, unctuous chuckle asserts itself.)

Starswirl: Prepare yourselves. He is here. (All stop around the well.) Stygian! Show yourself and face us!

(The chuckle resumes, accompanied by a tremor that sets the ground to cracking. Within seconds, the ponies and the well are within a ring of fissures; after a long beat of silent tension, they and it plunge out of sight amid a babel of screams. Once the shaking stops, the camera cuts to them lying in an undignified heap on the floor of an underground chamber. Fluttershy and Pinkie are the last two to come crashing down, after which they start to pick themselves up and the camera zooms out. The chamber is a broad one, with arches overhead and a walkway lined by carved stone pillars that leads to a panel of Shadows on the far wall. Sunburst stands with a groan and adjusts his glasses, the view briefly cutting to his re-focusing perspective of the artwork before shifting back to him.)

Sunburst: I definitely would have remembered reading about this.

(Here comes that oily chuckle for the third time, blossoming into a full-throated laugh as blankets of black mist start to issue from both sides. Starswirl puts up a hemispherical shield around himself and the others, just before Shadows coalesces from the murk and faces them.)

Shadows: Welcome to the Well of Shade. (Cut to the group; he continues o.s.) When you turned your backs on me, I discovered this place. (leaning over them) The darkness spoke to me of a power beyond any I could imagine, and I listened. (straightening up, pacing) The shadow and I became one. Soon all of the realm will be the same. Then all ponies will feel the despair I did— when you cast me out!

Starswirl: We did what we had to do! (Shadows paces.) You tried to steal our powers for yourself!

Shadows: No, it was you who were selfish! (rearing up, charging horn) And now, you will pay!

(His beam hammers the barrier, causing cracks to race along its surface.)

Starlight: (to Twilight) Are you still sure this isn’t a friendship problem?

(Close-up of the suddenly unsure Princess as she worries her lower lip.)

Starswirl: (from o.s.) Ready! (Pan slightly to frame him on her other side.) Open the portal!

(Shadows’s next blast shatters the shield like an egg.)

Starswirl: Now!

(Pinkie touches a hoof to Somnambula’s chest as the latter holds up her blindfold, igniting a dazzling white glow in both it and the blue Element gem, and both rise slowly off their hooves. Similar contacts are made between the other pairs, Meadowbrook donning her mask, and all ten ponies float in a corona of white light to leave Twilight, Starlight, Sunburst, and Starswirl still on the floor. Beams from the five airborne Elements and the horns of Sunburst and Starswirl converge at a single midair point, from which a rainbow blast rockets toward Shadows at point-blank range. He ducks beneath it, but the shot hits the panel behind him and opens a portal just like the one that the Pillars used to banish the Sirens during the Act Two flashback. It starts to pull at Shadows’s insubstantial mane/tail like a vacuum cleaner, but he holds his ground until a second, sustained beam finds its mark in his chest. Now he is pushed into the rift, but hooks his forelegs on the edges to keep from going all the way through.)

Shadows: No! You will not trap me again!

Starswirl: Twilight! Push him in!

(Her Element begins to warm up…and then Stygian’s straining face begins to emerge from the behemoth’s lightless chest.)

Twilight: Huh?

(The pink jewel goes dormant, and the gray outcast continues to struggle against the thing that has consumed him.)

Twilight: (to Starlight) There’s a pony in there!

(Not waiting for a response, she launches herself toward Shadows and disappears into his chest. He voices a short, sharp cry of agony before the view snaps to black.)

(A close-up of Twilight’s bewildered face fades into view, illuminated only by the spot of light she has kindled at the tip of her horn. After a couple of glances around the featureless void, she picks a direction and begins walking. A few steps bring her to the huddled form of Stygian, here completely free of Shadows’s taint. Both ponies’ words echo slightly in this place.)

Twilight: Are you Stygian?

(He speaks quietly, with a trace of a British accent.)

Stygian: I was, once— (bitterly) —until my friends betrayed me.

Twilight: (as Stygian stands to face her) But Starswirl says you betrayed them! You wanted their magic!

Stygian: (surprised) No, I wanted their respect. I brought them together, I planned strategy, and I read all I could about the beasts we faced. But I didn’t have magic or strength— (turning away) —so nopony ever noticed me. I went to Ponehenge to make my own copies of the artifacts.

(Cut to Starswirl and Shadows, still right where they were when Twilight took her dive. A spot of light has begun to glow on the menace’s chest, and he roars in anger and confusion as Stygian’s voice reverberates through the Well of Shade. Sunburst and Starswirl have broken off their spell assault, and the others’ artifacts and Elements have also shut off.)

Voice of Stygian: With them I thought I could be a Pillar too— (Meadowbrook raises her mask; she and Fluttershy throw a puzzled glance to Mistmane.) —and stand by their side in battle. I never wanted to steal their power.

(Starswirl’s eyes go very wide as Starlight’s narrow in a silent “I told you so.” Cut to Twilight and Stygian.)

Stygian: (bitterly, turning to her) But instead of sharing and letting me help—

(He starts to back her up, wisps of shadow gathering around him to form Shadows’s outline as his eyes go pure white, and his voice changes accordingly.)

Stygian: —my friends threw me out. So I became stronger than any of them. The darkness welcomed me when nopony would. I will do what I must to protect it.
Twilight: This is all a misunderstanding! (Cut to the Well; her voice comes through now.) If the Pillars knew how you felt, I’m sure they wouldn’t have turned their backs on you! (Back to her and Stygian.) The shadow isn’t who you really are! (She grabs the front of his cloak.) Let me help you be Stygian again.

Stygian: Even if my friends did still care, what makes you think you have the power to help me?

Voice of Starlight: Because it’s what she does!

(Her words echo as theirs do. Four disbelieving eyes turn toward the source, Stygian’s returning to their normal blue, and find the pinkish-violet unicorn floating down in a glowing shield bubble of her own making. It pops once she is at their level.)

Starlight: (crossing to Stygian) I wasn’t so different from you, and Twilight helped me change. If there’s one pony in Equestria that can save a friendship… (smiling, touching Twilight’s flank) …it’s her.

Stygian: (normal voice) I…I want to believe you.

(A moment’s snarling struggle turns his eyes white and restores the reverberation to his voice all over again, Shadows’s wings emerging from his flanks.)

Stygian: But the darkness will not be stopped!

(He snaps them out to full extension, throwing Twilight and Starlight back several feet. Twilight is first to get her wits about her; she projects a magical lasso from her tiara, snags one front hoof, and lifts off to drag him backward through the “air.” Starlight hastily erects her shield again. Cut to the Well; Twilight comes flying out of the yelling Shadows’s chest as if shot from a cannon and lands at Starswirl’s hooves. Starlight is next to get clear, the bubble popping to drop her on the chamber floor, and Twilight starts to haul on her line as if trying to boat the biggest bass in the history of Equestria.)

Twilight: Fight the darkness, Stygian! You don’t need it anymore!

(Close-up of Shadows’s chest; the gray unicorn is slowly pulled out, one foreleg snagged in her lasso.)

Twilight: (from o.s.) Revenge isn’t what you want! Friendship is!

(A blot of near-black substance envelops him and starts to drag her up, but she redoubles her effort to continue the high-stakes tug-of-war.)

Starlight: Twilight!

(She conjures up an arcane rope of her own and lets it lash out; now both of Stygian’s forelegs break through to daylight, each mare having snagged one. Shadows snarls in mingled fear and fury.)

Twilight: (to the others) The shadow won’t let go of him! He wants to stop, but he can’t do it alone!

Starswirl: Then we must help him!

(He and Sunburst fire off spells of their own, and one by one, the pairs of current and past heroes smile as energy pours from the Element necklaces. All nine beams converge on Stygian’s half-submerged form as Shadows roars and strains, trapped between them and the portal—and after a few long, agonizing seconds, Stygian’s entire body comes free and all the tethers vanish. Shadows is pulled through the aperture with one final tortured scream, and he swirls away into the starry black expanse beyond as it seals itself with one apocalyptic flash. Cut to a long overhead shot of the Hollow Shades and zoom out as a broad, crackling, rainbow-striped beam roars into the heavens from below to part the thick cloud cover. When it dies away, the area is left in total silence and a broad beam of moonlight shines down onto it.)

(Cut to an extreme close-up of the edge of the hole through which the ponies fell to enter the Well. Twilight’s forelegs reach haltingly up into view and get a grip on the stone, followed by her head; she hangs there gasping for breath as five ponies rise behind her—Somnambula carrying Pinkie, Rainbow and Magnus hauling Rockhoof with some effort. Twilight pulls herself up to a standing position as the rest of her friends climb/fly out; all of their Elements and artifacts have gone quiet.)

Rainbow: Yeah! (Pinkie and Rockhoof are set down.) Oh, it felt so good to do that again!

Pinkie: Friendship power rush! (leaping several yards ahead and over Rockhoof) Woo!

(Applejack’s quizzical glance at Rarity’s neck prompts the unicorn to look down there, discovering that her necklace is still there and set with its Element gem.)

Rarity: The Elements! (Close-up.) They didn’t disappear! (Longer shot, framing Fluttershy, on the next line.)

Fluttershy: Maybe because we used them for healing magic instead of banishing?

Applejack: (pointing) Look!

(Cut to the edge of the chasm; Starswirl stands here, reaching down over the edge, and drags a fully restored Stygian up to solid ground. Old, regret-filled gray-violet eyes gaze into young, confused blue ones.)

Starswirl: Long ago you needed our help, Stygian. But instead of listening, we turned our backs on you. Pride clouded my judgment. (touching Stygian’s shoulder) I owe you an apology.

(He turns to address Twilight, the camera zooming out to frame all.)

Starswirl: Thank you for helping us see the errors of our ways, Twilight. It seems I never accounted for the magic of friendship.

(Cut to her on the last two words, which cause her whole face to light up.)

Twilight: Thank you, Swirlstar! (catching herself) Uh—Starswirl!

(Her embarrassed blush lasts only a fraction of a second, interrupted by the sound of a pulsing cutie mark, and a quick zoom out shows that hers and those of her five friends are going off—mission accomplished. Starlight clears her throat and leans toward Starswirl with a wry smile.)

Starlight: So, apparently a conversation can save Equestria?

Starswirl: (chuckling) Something tells me I will be making a lot of apologies today.

(Tilt up to the night sky and its crescent moon, then dissolve to an extreme close-up of a stained-glass window that shows the moon breaking through clouds. On the start of the next line, pan away from it and zoom out to show Celestia, Luna, and the group of fifteen gathered in the throne room of Canterlot Castle. None of the ponies’ Elements or artifacts are on display now, and the former group’s marks have gone silent again. Stygian is at the back, glancing appreciatively around the space, and Spike has rejoined them.)

Starswirl: (to Celestia and Luna) I simply cannot believe how tall you’ve gotten!

Celestia: Well, it has been over a thousand years. Will you stay here and teach magic once again? (nuzzling Luna) My sister and I have such fond memories of your lessons.

Luna: As long as you don’t ask for those essays we owed you before you disappeared. (Celestia giggles.)

Starswirl: (chuckling, stroking beard) I’m not certain Canterlot is where I belong. The realm has grown, and I believe I’ll have a look around before I settled [sic] in any one place.

Meadowbrook: And I long to see what has become of my home.

Mistmane: I believe we all do. (Nods from the Pillars.)

Celestia: Then I hope you will return to Canterlot on occasion and share the wisdom of your great experience with the next generation of ponies.

Starswirl: We would be honored. But if it is wisdom you seek— (gesturing to Twilight) —look no further than your own pupil.

(The purple eyes widen in surprise; close-up. His next words bring a warm smile to her face and put her on the edge of a crying jag.)

Starswirl: (from o.s.) She showed me that the power of friendship is a magical force indeed— (Back to him; Stygian and the other Pillars gather in.) —and that in turning away from others, you hurt yourself as well.

(There follows a group hug that encompasses these seven, Spike, and all of Twilight’s friends. Sunburst moves to join it as Twilight wipes her eyes dry and addresses Starlight.)

Twilight: It’s funny. I thought meeting my idol would give me all the answers I ever wanted. (sadly) But instead, I forgot what I already knew. (Starlight touches her; she smiles again.) Good thing I had a student of my own to remind me.

(Being pulled into a gentle embrace surprises that student a good bit, but she smiles and relaxes into it. Fade to black.)