YAKITY-SAX

Written by Michael P. Fox, Wil Fox

Produced by Devon Cody

Story editing by Nicole Dubuc, 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 bird in flight, silhouetted against the cheery midday sun, and zoom out to ground level. Accompanied by her rabbit Angel, Fluttershy strolls through a wooded glade with the handle of a wicker basket in her mouth. He leads her to a bush freighted with vibrant blooms, and she sets her basket down so she can pluck one in her teeth and add it to the load she has already accumulated. A sprig of leaves is pulled down from a low-hanging branch and dropped in; next Angel targets a flower sprouting from the dirt path. It stoutly resists for several seconds his attempts to pluck it, then pulls loose without any warning to leave him tumbling head-over-paws until he collides with Fluttershy’s legs. Once he comes to his senses, he offers up his find and she shifts her basket closer so he can drop it in. Just as he does so, a sound shatters the tranquility—something like a tuba at the bottom of its range overlaid on a guttural, birdlike screech.)

Fluttershy: Huh?

(Quite a lot of avians scatter upward in all directions from the treetops, followed in short order by another discordant blat in the same vein. In close-up, Fluttershy peeks out with a gasp from the bushes in which she has taken cover.)

Fluttershy: Some poor creature’s in trouble! We have to help it!

(The whatever-it-is sounds off again as she jumps clear and breaks into a gallop, with Angel hot on her tail.)

Fluttershy: Oh, listen to that suffering! It must be in horrible agony!

(She pulls ahead of the little guy while a new element replaces the screeching, this one perhaps resembling an accordion whose keys are being walked on by a hyperactive house cat. Below this and the low-register burps, a series of steady, droning tones begins to underpin the sonic wreckage. When she finally slides to a stop, it takes Angel a moment to catch up and pitch face-first to the ground from imbalance and fatigue. She scans the surrounding terrain quickly before settling on one direction.)

Fluttershy: Oh! It sounds like a herd of injured chimerae!

(Off she goes at speed, Angel now following with noticeable reluctance.)

Fluttershy: Or…it’s Cerberus with sniffle-itis in two of its heads and kennel cough in his [sic] third. Or maybe it’s…

(She slams on the brakes again, coming to a stop just short of something resting partly in frame and visible from this angle as only a dim silhouette from which several, brass-tipped protrusions jut on one side. A longer shot frames her and the entire source of the cacophony—it is Pinkie Pie, sitting on a log with her back to Fluttershy. There are five of these protuberances, which flare out to various larger diameters at the free ends and which are swept/curved forward to suggest a Mohawk haircut on a giant pony’s head. The light slowly comes up on Pinkie to illuminate her in full and reveal that these pieces are attached to a cloth bag held near the body; she is huddled intently over this portion.)

Fluttershy: Pinkie Pie?

(As Angel catches up, Pinkie plays one last note and swivels to face them. The bag has a mouthpiece on a long, bent shaft attached to one end, so that the entire contraption somewhat resembles a set of bagpipes.)

Pinkie: Thaaaaaat’s me!

(She stands up on the log, revealing a few tassels that dangle from the side of the bag away from her body.)

Pinkie: And-a-one, and-a-two, and-a-I know what to do!

(She sits back down with a wink, takes a deep breath, and launches into a new serenade that sounds exactly as bad as the first one. Cut to Fluttershy, who voices a gagging sound of disgust.)

Fluttershy: At least no animal is suffering… (looking down behind herself) …right, Angel?

(Cut to said bunny, whose facial expression puts the lie to her statement. He rips a tuft of fluff from his tail, divides it into two lumps, and stuffs one into each ear to get some relief from this auditory blitzkrieg. Fluttershy grimaces at his reaction, but works up a sheepish giggle.)

Fluttershy: Well, until now.

(She aims a very worried glance at Pinkie as the view fades to black.)

OPENING THEME

Act One

(Opening shot: fade in to a bustling stretch of park land outside Ponyville proper. The not-too-distant sound of Pinkie’s playing brings the varied goings-on to an abrupt halt and sends the ponies scurrying away; pan to a small gazebo on a nearby stage, where she is doing a number for her friends. Sour notes and botched rhythms crop up with great frequency, prompting reactions of discomfort and unease on the other five faces. A particularly forceful passage actually elicits a few cries of physical pain. Except where noted, all speakers keep their voices down in the following exchange.)

Applejack: (to Twilight Sparkle) What is that thing?

Twilight: It’s called a yovidaphone. (Angel is now among them, his ears unstopped.) It’s from Yakyakistan, where it’s actually quite popular.

Rainbow Dash: (normal volume, briefly covering ears) Is it supposed to sound like that?

(An accented burst of discord causes all to wince anew; cut to Angel, who upends Fluttershy’s now-empty flower basket and shelters himself bodily underneath it.)

Twilight: (from o.s.) Not exactly. (The group again.) It’s known to produce a fairly complicated, melodically rich, and harmonious tone.

(So “harmonious,” in fact, that a passing bird’s feathers spontaneously eject themselves from its body at high speed in a single instant. The flyer lets out an alarmed squawk, now bare except for one plume atop its head, and flaps madly and futilely to keep aloft before dropping like a rock. Fluttershy is quick to take wing, catch it, and set it safely on the grass; throwing a dirty look toward the stage, it strides away past the gathering. Normal speaking volume resumes at this point.)

Rainbow: Uh, are you sure we’re talking about the same thing?

(With one final mighty blast, Pinkie ends her performance and leans back from the mouthpiece to catch her breath.)

Pinkie: (wiping sweat from forehead) Phew! And that’s with only a few days of practice! (leaning out toward others) Can you believe it?

(She backs off and hits them with one more “chord” at full volume, nearly blowing all five off their hooves and causing Rarity to plug her ears with hers. Cut to her.)

Rarity: (icily) Yes. Yes, I can. (She takes her hooves down; pan to Applejack.)

Applejack: (stunned) I can honestly say I’ve never heard anythin’ like it in my life.

Pinkie: Well, if you enjoyed listening to my playing half as much as I enjoyed playing my playing, then I should totally play more! That way we’ll be even.
Twilight: (smiling hastily) Oh, I don’t think that’s necessary, Pinkie.

(A scramble of affirmatives from all five mares gathered before the stage, followed by Rainbow throwing herself beseechingly onto her belly and staring up at Pinkie.)

Rainbow: Please, don’t.

Pinkie: There’s a chance I may have missed a note or two here or there. (hugging instrument; it lets out a few “burps”) I just love playing so much! (Sigh.) You complete me.

(Rainbow backs up slowly past Twilight, a pain-contorted look never leaving her face.)

Twilight: Well, I for one am glad you’re having so much fun with your new hobby. (Pinkie is now lying on the stage and caressing the thing lovingly.)

Pinkie: (distractedly) Uh-huh. Sure.

Twilight: And it’s great that you’re learning a new skill and… (Words fail her for a moment.) …and you’re just waiting for me to finish talking so you can start playing again, aren’t you?

Pinkie: (airily) No! But if you’re done…

(In no time flat, she is up on her hind legs and positioned the device to play an encore.)

Pinkie: (winking) And-a-one, and-a-two, and-a-I know what to do!

(A deep breath, and she is blowing into the mouthpiece with gusto while hopping off the stage and across the meadowland. The view blacks out briefly as she approaches the camera, then snaps to frame her from behind, headed straight toward Ponyville.)

Fluttershy: (to Angel, lifting his basket) Oh! It’s okay. She’s gone.

(Tipping it away, she finds that the rabbit has pulled his ears down and knotted them under his chin to block out the “music.”)

Applejack: Anypony else think that sounded like an apple core caught up in a pulp grinder?

Rarity: Apple-solutely! (catching herself, sputtering a bit) Absolutely.

Twilight: Okay, so maybe she isn’t good yet. But she’s our friend, and we should be supportive.

Applejack: She just started playin’. She’s bound to get better. (tentatively) Right?

Rainbow: Yeah, we just need to be supportive of her practicing… (Wince; scratch at one ear.) …so the “getting better” part happens as fast as possible.

(A round of hesitant agreement from the five mares as the denuded bird climbs to the gazebo roof constructed above the stage and puts its back crossly to them. Dissolve to Rarity in her upper-story workroom/living area of the Carousel Boutique, running a length of fabric through her sewing machine as the strains of Pinkie’s clumsy playing come through all too loud and clear. The pink mare pops up with her rig at point-blank range behind the seamstress, scaring a brief yelp out of her, then proceeds to parade around the room. A clash of notes, and the seam Rarity was stitching has gone haywire to the sound of her dismayed cry. Finally she stops the machine, rests her head next to it with a vexed sigh, and throws a mildly panicked glance back over her shoulder at the aspiring musician.)

(Dissolve to a close-up of several baskets, filled with small animals settled in for a nap, on the floor of the living room in Fluttershy’s cottage. The yovidaphone’s caterwauling fades away as she covers one group with a blanket and eases her way across to check that the birds in the houses up near the ceiling are asleep. Cut to just outside the front door, whose top half is open; she leans out to close it, but stops short with concern at something going on o.s. A cut to just behind her tells the rest of the story: Pinkie is sitting on the bridge that leads to the cottage, waving animatedly to her under the starry night sky. The party pony sucks in a huge breath, utterly ignoring the animal expert’s frantic waving attempt to cut her off, and starts blaring obliviously away at full volume. Birds scatter in every possible direction, and in short order Fluttershy finds herself surrounded by far too many crying animals for her taste—naptime has just been yanked off the schedule. She grimaces at the uproar within and without.)

(The music fades away again as the view dissolves to a string of flight-suited Wonderbolts speeding past a bank of clouds during the day. Rainbow is in the lead position, and a zoom out shows them on the cloud racetrack in Canterlot that has appeared from time to time in past episodes. The stands are full of fans, and a few others have congregated at a bend in the path that runs along the adjacent ledge. Cheers rise as Rainbow leads the others through lap after lap—and then Pinkie leans forward through the bleachers with her yovidaphone at the ready. She has donned the horned helmet she received in “Not Asking for Trouble” to mark her as an honorary yak, with tassels and gold bands added to the horns. In addition, she wears a brown blanket trimmed in blue and a large jewel pendant on a gold necklace. A breath, and she is playing her lungs out—and forcing Rainbow to clap hooves to ears. The speedster drifts to a midair stop, allowing Spitfire and Soarin’ to crash into her from behind so that all three tumble o.s. These other two and Fleetfoot have covered their ears as well, the latter wobbling in her flight path, and another Wonderbolt begins to skid out as he flies past. In the stands, Pinkie continues her one-pony pep band show, the other spectators having scooted away and stopped their ears while glaring daggers at her.)

(Dissolve to a treetop-level view of a stretch of trees in the Sweet Apple Acres orchards, ready for harvest, as the cacophony dies away. Tilt down to an overhead shot of all four members of the Apple family getting themselves and their baskets into position at four adjacent trees, then cut to ground level. Applejack bucks her tree first, releasing enough fruit to fill her basket; before Big Macintosh can follow suit, Pinkie’s yovidaphone makes itself heard in the distance. An alarmed Applejack spots the mare hopping into view over a rise in the path, blanket, helmet, and all. As she passes each laden tree, the fruits on the branches explode into gobbets of pulp and peel in reaction to the inhospitable sound waves. Next to go is the load in Applejack’s basket, splattering her from one end to the other; she wipes the mess from her eyes just in time to see Pinkie travel past the other three Apples, detonating their harvests and mucking them up in like manner. Tilt up slowly into the sky as the traveling minstrel goes on her way, popping every apple within earshot; the view stops on the sun, the music fading away.)

(From here, pan/tilt down quickly to a close-up of Twilight sitting placidly on a bench in Ponyville. She ignites her horn while putting her forelegs behind her head and leaning back.)

Twilight: (sighing blissfully) You’re absolutely right, Spike. Sometimes it is nice to get out of the library and be in the sun.

(Her field brings up an open book to eye level for her reading enjoyment. A longer shot picks out the dozens of others stacked up all around the bench, and the one held by Spike.)

Spike: (cocked eyebrow, adding it to a stack) Especially when you take the library with you.

(The Princess closes hers and settles it onto a pile with a giggle as a flap of his wings brings him up to sit next to her. Applejack skids into view and stops, shaking herself clean, and is soon accompanied by Fluttershy, Rainbow, and Rarity. The blue flyer is still in her flight suit, but with her goggles up on her forehead, and the yellow mare almost immediately goes to sleep on her hooves, snoring softly with mane badly rumpled.)

Applejack: We need to do somethin’ about Pinkie Pie’s playin’!

Rainbow: Like, now! (Cut to Twilight.)

Twilight: Is it really that bad?

Rainbow: (from o.s., shoving a silver trophy into view) Does this answer your question?

Twilight: Uh, a trophy? (It is yanked away; cut to frame her and Rainbow.)

Rainbow: For second place. (Toss it aside.) Second place! All because of Pinkie’s playing!

Rarity: (crossing to Twilight) And I wanted to turn heads with my new fall line…

(As she finishes, she levitates a dress into view—made from the cloth she was sewing, with blue ruffled trim at the waist and crazily stitched seams that run every which way.)

Rarity: (sobbing, resting it on bench) …but not like this!

Applejack: And thanks to her fruit-blastin’ melodies, I got an orchard fulla nothin’ but applesauce! And it ain’t even saucin’ season!

Rarity: (gesturing toward Fluttershy) And just look what her playing did to poor Fluttershy!

(Only a nudge by Rainbow to the side of the sleeper’s head wakes her up.)

Fluttershy: What?…Oh. So very tired.  (yawning) It practically took me all night to get the nursery back to sleep. (She dozes off again.)

Applejack: I mean, I know we said we should all be supportive, but Pinkie’s been playin’ for moons now and she’s not gettin’ any better.

Rainbow: Yeah. If anything, she’s gotten worse.

Twilight: (floating up a book, flipping through it) Okay. Maybe we can just pretend she’s really good, and then I’ll find a spell that will— (Applejack plops a hoof on the pages to stop her.)

Applejack: Oh, no, no, no. We’re not goin’ through that again. Remember how well it worked out when you weren’t honest with Celestia about her actin’ ability?

(Referring to the near-wipeout of the play Twilight wrote in “Horse Play.” Cut to her on the end of this line, ears wilting as a chastened expression takes hold.)

Twilight: (moaning) You’re right. (setting book aside) We’ll just have to tell Pinkie Pie she’s not very good at the yovidaphone.

(Said instrument makes itself heard in the distance and is immediately accompanied by a stampede of shrieking mares that wakes Fluttershy up in a very big hurry. The epicenter proves to be Sugarcube Corner, in front of which Pinkie has set up to do a little rehearsing, and the vicinity is cleared out within seconds.)

Rarity: Well, there’s no time like the present.

(A round of determined nods passes between all seven, and they make a beeline for the inept soloist, who stops after a few last eruptions.)

Pinkie: Phew! (Catch breath, then look around puzzled.) Huh.

(Only now does she notice that the street is completely bare of pony life.)

Pinkie: That’s weird. I coulda sworn this place was packed a second ago. (The others fly/gallop over to her.) Hey, guys! Can I favor you all with a tune? (slyly) I take requests.
Applejack: Actually, we do have a request, and yeah, it involves your yovidaphone.

Pinkie: You mean the thing I love more than anything else in Equestria? (hugging it) My sun…my moon…my stars…my everything? Ooh! Tell me, tell me, tell me!

Applejack: All right. In all honesty…

(Her mind locks up as Pinkie strokes the instrument’s bag fondly, and only starts working again at an uneasy stare from Rarity.)

Applejack: …uh…in all honesty… (Eyes flick from side to side; she hastily shoves the unicorn forward, sparking a surprised gasp.) …Rarity has somethin’ to say!

(Another low-register hug to the yovidaphone.)

Rarity: Pinkie, please…listen to Rainbow Dash!

(Pan/tilt up quickly to the Wonderbolt, caught very much off guard at having the buck passed to her so abruptly.)

Rainbow: Ugh, fine! (She lands in front of Pinkie.) So, Pinkie, remember when we were all shocked to discover Princess Celestia wasn’t so good at acting?

Pinkie: Yeah! She was awful! But that’s kind of a random thing to bring up. I thought you wanted to talk about my yovidaphone playing.

Rainbow: (grinning fixedly, backing away) Well, it’s, uh…it’s just…you need to know the… (nudging Twilight) …Twilight?

(The resident Princess heaves a deep sigh at finding that buck resting squarely at her position.)

Twilight: (stepping forward) Pinkie, we all support you, but we’re afraid you’re just not good at the yovidaphone.

(Head-on view of Pinkie, stunned into silence; zoom in slowly as the scenery behind her recedes.)

Twilight: (from o.s.) And none of us want you to waste your time on something you can’t do well. (The camera/scenery motions stop.)

Pinkie: (softly) Oh. (She smiles after a long beat of silence.) Why didn’t you just say so?

(The contraption is tossed aside, deflating with a flatulent outrush of air when it hits the cobbles and bringing smiles to the six onlookers’ faces. Rainbow is firs to respond, voicing a sigh of relief.)

Rainbow: We were all really nervous to tell you.

Pinkie: Why? It’s just a silly instrument. (removing horned helmet) Well, lunch break’s over. Gotta get back to the bakery. (singsong) Those apple turnovers aren’t gonna apple themselves!

(She hops through an open door and into Sugarcube Corner, carrying the headgear and whistling a merry tune, then pokes her head out again.)

Pinkie: (singsong) No more yovidaphone playing for me! (In she goes, pulling the door to.)

Fluttershy: Wow! She took that so much better than I thought.

(All others nod. Clock wipe to the yovidaphone lying where Pinkie chucked it; the streets have darkened into nighttime and all the windows of Sugarcube Corner glow a warm yellow. A trash can on wheels is pushed slowly into view by a pegasus stallion on janitorial duty who is using his head for the job. With barely a pause, he scoops up the rig and stuffs it in with the other gathered refuse. Tilt up to Pinkie’s upper-story living space; she huddles at one open window, having shed her blanket and necklace in favor of the quilt from her bed, wrapped in it as if for warmth. A close-up tells of the despondency that has taken hold of her normally bubbly mind.)

Pinkie: No more yovidaphone playing for me. (dully, tearing up) And-a-one, and-a-two, and I don’t know what to do.

(She begins to sob quietly, laying her head on the windowsill. Fade to black.)

Act Two

(Opening shot: fade in to a long overhead shot of the town square the next day and cut to Twilight and Spike walking along a busy street lined with market stalls. All are at peace again, and she underscores the general good feeling with a contented sigh; Spike, though, shifts his mood to one of concern when he looks off to one side.)

Twilight: Another beautiful day in Ponyville.

Spike: Uh, Twilight, when was the last time you saw Pinkie Pie?

Twilight: Hmmm…not since we told her to stop playing the yovidaphone. I’m still surprised with how well she took it. (Both stop.)

Spike: I don’t think she took it as well as you think she took it.

(One clawed digit points across the street, drawing the boss’s attention. Cut to Pinkie plodding past the stalls on this side—good cheer gone without a trace, mane/tail completely straight as when she temporarily flipped out in “Party of One,” coloration somewhat muted. Having shed her bed’s quilt, she approaches a flower stand manned by Daisy and stops at the latter’s greeting.)

Daisy: Top of the morning to you!

Pinkie: Is it morning? I hadn’t noticed.

Twilight: (to Spike) That’s not good. (Sound of approaching hoofbeats.)

Rainbow: (from o.s.) There you are! (arriving with Applejack/Fluttershy/Rarity) We’ve been looking all over for you!

(She has shed her flight suit, and Fluttershy has properly groomed her mane.)

Rarity: It turns out Pinkie may not have taken our critique of her yovidaphone playing in the spirit with which it was intended.

Twilight: I saw.

(She and Spike look over their shoulders toward Daisy’s stall, every single one of whose blooms crumples into a blackened, withered mess as Pinkie trudges past. The proprietor shoots a flat look after her and pulls down a giant screen like a windowshade to close the stall off from public view—no more fresh flowers today. Cut to Twilight and Spike.)

Spike: There’s gotta be something we can do!

Twilight: I’m sure there is, Spike. We just have to figure out what. (Cut to Rainbow on the next line.)

Rainbow: (sighing) I don’t get it. So she’s no good at playing the yovidaphone. What’s the big deal? There’s sooooo many other things she’s really good at doing.

Applejack: Yeah! Not bein’ able to play the yovidaphone is nothin’ compared to all the things she can do well.

Twilight: And that’s exactly what we’ll show her. I bet if we get her to do the stuff she likes and is good at doing, she’ll cheer right back up and forget all about the yovidaphone.

Applejack: (rearing up briefly) Hoo-wee! That’s a great idea!

(Spike shifts his gaze in a certain direction, unsettling all to a degree as they follow his lead. Cut to Pinkie as she slogs past a balloon vendor stallion, his wares swiftly deflating and flopping to the ground without bursting.)

Rarity: Let’s get started. Apparently there’s not a moment to lose!

(A cluster of fully inflated ones drifts past the camera, the view wiping behind them to a long shot of Sweet Feather Sanctuary The camera zooms in slowly on a table abutting the property’s stream, set up for tea and attended by Fluttershy, Pinkie, and several of the animal residents. In close-up, the yellow hooves set a bouquet of flowers in a vase, lay out a plate of cookies, pour tea from a pot into a cup, and set the latter on a saucer before Pinkie. Zoom out quickly from this last to frame the entire gathering: the two mares, Angel, Pinkie’s alligator Gummy, a giraffe, and one chair turned away from the camera so that its occupant cannot be seen. Pinkie’s sullen demeanor stands out in sharp contrast to the others’ upbeat moods, and her color has faded another step. The last chair proves to be occupied by a the bird that lost its feathers to Pinkie’s concerto, now wrapped in a scarf. Fluttershy sips from her cup, while a balloon tied to Gummy’s tail lifts his hindquarters off his chair so that his snout tilts forward to blow bubbles in his tea. This bit of beverage buffoonery thoroughly fails to get a rise out of Pinkie, who flops bonelessly forward to plant her face in her cup and dump its contents all over the tablecloth. Fluttershy grimaces slightly at the big downer.)

(A splash of tea washes over the screen, the view wiping behind it to a long overhead shot of the barnyard at Sweet Apple Acres, fully tricked out for a foal’s birthday party. Young and full-grown ponies enjoy the day as the camera cuts to a ground-level view, one unicorn mare levitating a cake as she crosses the yard, and Applejack pushes Pinkie into view. The dour mare is sitting on her haunches and making no effort at self-propelled motion, and she has gone still grayer. In no time flat, her party cannon is wheeled over to her breech-first, and the pull-string trigger is wrapped around one front hoof. Applejack bails out and covers her ears along with the nearest group of foals, fully prepared for a merrymaking fusillade; when Pinkie finally deigns to set off the cannon, though, all they get is an anemic puff of streamers/confetti that barely clears the muzzle. Dismay plays across the observers’ faces as Applejack goes to investigate. Cut briefly to within the cannon, the camera pointing out the muzzle as she leans in for a close look, then back to her. Now it discharges at full force, blowing her hat off and depositing confetti all over her instantly scrambled mane/tail. Pinkie sighs quietly, her expression never changing.)

(A deflating balloon arcs wildly around her and toward the camera; as it settles out of sight, the view wipes to an extreme close-up of her hoof being guided by Rainbow’s to mix a bowl of batter at a counter within Sugarcube Corner. Zoom out to frame the apprehensive, hovering pegasus and the apathetic earth pony, whose color has diminished once more. Rainbow shifts Pinkie’s grip to pour the batter sloppily into a waiting cupcake/muffin tin, taking a few eggshell fragments with it, and then load the tin into a preheated oven to bake. Cut to a platter set with delectable-looking cupcakes, each bearing a freight of icing/sprinkles and topped with a cherry. This proves to be only an illustration in a book, however, and it is lowered out of view to frame the actual result—hopelessly burnt and mangled amid a ruin of spilled ingredients. Rainbow laughs heartily at the foul-up, but her mirth quickly fades upon seeing the lack of any positive emotion on her friend’s slack face. She pulls the corners of the mouth up and back to simulate a grin, opens the faded blue eyes wide, perks the ears up, and fluffs the mane. What she ends up with, though, is a disturbing near-monochrome parody of Pinkie’s usual appearance—and it proves to be a moot point anyway, as all the changes swiftly undo themselves before Rainbow’s eyes. The sky-blue mare groans through her teeth and pulls her face downward at her crash-and-burn.)

(A gout of batter rains down past the camera; behind it, wipe to an extreme close-up of a hair curler held in a magic field and being wrapped tightly around a lock of Pinkie’s mane, now with only a faint hint of pink mixed in with the gray. It pops loose after a long moment’s tension, and a longer shot puts her and Rarity in the ground-floor showroom of the Carousel Boutique. Pinkie stands on a platform as the designer deftly shifts curlers and hair/makeup accessories through every conceivable angle for some seconds. Once Rarity decides the job is done, she levitates a hand mirror to show Pinkie the end result and is even a bit surprised herself to see it in full. She has managed to restore the mare’s normal appearance, color, curls, and all—with two glaring exceptions: the mouth does not smile, and the eyes are still a lifeless gray. One final touch of a powder puff around the nose and mouth fills in a still-visible spot of gray but sets off a sneeze that blows particulates everywhere. Rarity finds the mirror’s glass cracking and falling apart from the force of it, and she grimaces at the sight of all her hard work having been undone in that split-second. Pinkie stands before her, mane/tail a stringy disaster, coat having gone almost totally gray, all trace of the makeover gone except for a few random smudges of cosmetics around the mouth and eyes. Rarity hangs her head in defeat, letting her lush purple mane flop forward to hide her face.)

(Dissolve to a long shot of the main entrance to Town Hall and zoom in slowly. The four thwarted cheer-up-Pinkie specialists have gathered here in very low spirits and voice a collective sigh. Applejack has cleaned up and put her hat on in the wake of the party cannon misfire. Twilight and Spike join them after a moment.)

Twilight: So I’m guessing nopony had any success? (Cut to Applejack.)

Applejack: (sighing) My party cannon idea was a real dud. (Zoom out to frame Rainbow.)

Rainbow: Don’t blame yourself. None of us did any better.

Twilight: Well, not to worry. I came up with the perfect solution. Instead of trying to remind her what she’s good at, we’ll remind her what she’s best at. And that’s being our friend. We’re gonna throw her a Pinkie Pie appreciation party!

Fluttershy: That’s a wonderful idea! If anypony needs to know how much she’s appreciated, it’s Pinkie Pie. (Rainbow pops up into a hover.)

Rainbow: We can get the whole town involved, just so she can see what a good friend she is to everypony!

Twilight: Then I hereby officially declare today Pinkie Pie Appreciation Day!

(Cheers and laughter from all six, after which the view dissolves to a couple of Pinkie-shaped balloon sculptures floating near a row of paper hearts strung in a tree. Tilt down to ground level to frame a happy filly holding the balloons, then cut to a slow pan across a long shot of the town square. Every vertical and horizontal inch has been filled with decorations of all sorts in the pink pony’s likeness, and shades of pink naturally dominate the overall color scheme. Ponies blow noisemakers, wave signs, wear Pinkie-themed articles of clothing; Twilight finishes tacking up a banner above the doors of Town Hall while her friends and Spike gather at the steps. An enormous cake in Pinkie’s likeness is towed past on a wagon as Twilight drops to their level.)

Rarity: Now this is perfection!

Rainbow: Yeah! If anything can help Pinkie cheer up and make her forget about her yovidaphone, this is definitely it.

Applejack: Sure is. Okay. Who’s gonna get her?

Twilight: No need. Gummy’s on it. (pointing) In fact, there he is now!

(The alligator in question arrives by keeping his jaws clamped around the string of a balloon and letting himself be dragged along the ground on his belly as the wind blows it. He lets go at just the right moment, prompting smiles at his arrival and then puzzled looks when he proceeds to say and do absolutely nothing. Applejack cautiously approaches him across the confetti-strewn square.)

Applejack: Uh, Gummy? (She puts a hoof on his tail to flip him upright.) You were supposed to bring Pinkie Pie. What happened?

(His only response is an out-of-sync blinking; now Rainbow and Rarity close in.)

Rarity: Is she still coming? (Still nothing; Rainbow shrugs.)

Twilight: Fluttershy, can you understand what he’s saying?

Fluttershy: I could, if he was talking. (Here comes Spike.)

Spike: Let me try something. (slowly, yelling into Gummy’s ear) GUMMY! WHERE IS PINKIE PIE?

(All he gets is the sight of a long forked tongue that snakes out to lick one vacant, blue-violet eye. Spike aims a “beats me” shrug at Twilight.)

Twilight: Maybe we should just go and get her.

(Dissolve to a section of a room marked by an open wardrobe and a clutter of random junk and cardboard boxes. The five mares materialize here thanks to Twilight’s teleportation, Rarity blowing a noisemaker, but grins give way to puzzlement as the camera zooms out. They have arrived at Pinkie’s living quarters in Sugarcube Corner, but all the furniture and personal effects are gone to leave a recently-vacated appearance.)

Applejack: What in tarnation is goin’ on here? (Rarity looks around, sans party favor.)

Rarity: This décor is dreadful. (Rainbow flies over her head.)

Rainbow: And all of Pinkie’s stuff is…gone? (Close-up of Rarity.)

Rarity: It is a puzzle.

Maud Pie: (from o.s.) Excuse me.

(Surprised blue eyes turn in the direction of that stoic voice; cut to a longer shot. Maud has arrived and is focused on a box against which Rarity is leaning.)

Rarity: (shifting away from it) Oh, yes, of course.

(The gray mare dips her head to get the box balanced on it and heads downstairs, paying no mind to the bemused looks coming her way from the other five. As they begin to follow, the camera cuts to just outside the building’s front door, where Maud transfers the box to a cart stacked improbably high with Pinkie’s belongings. The others hurry out to her.)

Twilight: Um, Maud, can I ask you a question?

Maud: You just did.

Applejack: Well, can I ask you a question?

Maud: You just did.

Rainbow: Ugh! Fine! How about if I ask you a— (She spots Rarity’s disgusted reaction and cuts herself off.) —wait.

Rarity: (crossing to Maud) Oh, for goodness’ sakes. Maud! All of your sister’s things are gone. Explain.

Maud: (pointing to cart) No, they’re not. They’re right here.

(A few stray balloons drift out of a box she has touched and float away.)

Fluttershy: Have you seen Pinkie Pie? (Maud harnesses herself to the cart.)

Maud: Lots of times. I grew up with her.

(Away she goes, leaving five very confused mares in her wake who soon hustle to catch up.)

Twilight: Okay, let’s try this a different way. Why did you pack up all of Pinkie’s things?

Maud: She asked me to.

Other five: What?

Maud: Pinkie told me to pack up her room and take everything to the rock farm.

Other five: What?!?

Maud: She said she wouldn’t need them since she’s moving to Yakyakistan. (She goes on; the others stop short.)

Other five: WHAT?!?!?

(Fade to black.)

Act Three

(Opening shot: fade in to Maud hauling the laden cart through the grasslands outside Ponyville proper. The other five quickly close the distance, Rarity taking the lead.)

Rarity: Terribly sorry, Maud. Must have misheard you. (laughing airily) It almost sounded like you said Pinkie moved to Yakyakistan. (Applejack pulls up.)

Applejack: Uh, Rarity? (She and Rarity stop.) She did say that.

Rarity: Uh…terribly sorry, Applejack. Must have misheard you. (laughing airily, as Twilight/Rainbow fly past) It almost sounded like you said she did say that.

(The two winged mares catch up to Maud.)

Twilight: Maud, I don’t understand. Why would Pinkie leave Ponyville?

Rainbow: Yeah. Why would she want to go live with the yaks?

Maud: She said without the yovidaphone, her life had no meaning, and at least in Yakyakistan she could listen to the masters play. She hoped that would give her some semblance of happiness.

(She trundles along the path as a gobsmacked Twilight touches down.)

Rarity: (resolutely) Well, no. No, no, no, no, no, no, no. (Rainbow rejoins the group.) That will not do.

Applejack: (stomping emphatically) I say we go to Yakyakistan right now and make her come back home.

Twilight: We can’t just march up there and tell Pinkie what to do.

Fluttershy: (voice breaking) But we didn’t even get a chance to say goodbye. (Twilight watches Maud round a bend.)

Twilight: Well, we may not be able to go to Yakyakistan and force her to come home— (smiling) —but we could go say goodbye. And if we happened to mention how much her friendship means to us, and how much we’d miss her if she were gone forever, and then she decided to come back home on her own… (The others begin to catch her drift.)

Rainbow: Then what are we waiting around here for? Let’s get going to Yakyakistan!

(All five cheer their agreement. Dissolve to a broad field of puffy white clouds surrounding a cluster of mountain peaks as the group’s favored hot-air balloon veers drunkenly into view. It bounces off one tuft after another, setting off varied cries of discomfort and fear, before swinging into a patch of clear sky and homing in on the great wooden gates and statues that mark the entrance to Yakyakistan.)

Twilight: We’re almost there.

(Cut to the center of the walled realm as the balloon touches down. Rainbow is first out of the basket, hovering for a visual search of the vicinity as Applejack ties a mooring rope to a stake driven into the ground. She, Fluttershy, and Twilight have exited, while Rarity stays aboard to check another direction.)

Applejack: Pinkie’s gotta be around here somewhere.

Fluttershy: But where?

(A distant, majestic tune reaches Rarity’s ears—the sound of a well-played yovidaphone.)

Rarity: Is that…?

Twilight: The music of the yovidaphone. (Rainbow zeroes in on a hut, the source of the sound.)

Rainbow: Are you sure? Because that actually sounds kinda…good.

Twilight: Oh, I’m sure. Come on.

(She leads the others toward the blanket-draped entrance. Cut to just inside, the music coming through loud and clear, as her magic pulls the textile aside so they can look in, and zoom out to frame the interior. The player is Yigrid, an elderly female yak performing on a small stage and seated on a stool; her mane and fur have gone gray with age, and she wears a helmet and blanket in shades of purple with pale blue trim. The helmet is decorated with a cluster of gold petals marked by a pale blue pearl; its horns bear gold bands set with these same pearls, and her braids and hooves are ringed with unadorned gold bands. The hut is filled to capacity, the listeners bobbing their heads solemnly from side to side; a tear even runs down from beneath the shaggy fringe covering one set of eyes, the mouth beneath them curving into a serene smile. Rainbow hovers among them.)

Rainbow: Huh. Not what I expected.

Yaks: Shhh!

Rainbow: Oh, sorry.

Yaks: Shhh! (She darts away to the back.)

Rainbow: (landing by Fluttershy/Rarity, scoffing/whispering) I said I was sorry!

(Fluttershy turns her attention in a new direction; cut to her perspective. Pinkie sits alone at a table by the opposite wall, her back to the camera and a major-league ice cream sundae within easy reach. The stack of empty, dirty bowls at the table’s end suggests that she has been at this for a while. Any last vestiges of color have utterly fled her now.)

Fluttershy: (gasping, pointing) There she is!

(Cut to the table, where the formerly pink mare turns sourly away from the wall and tosses the entire contents of the bowl down her throat in one gulp as if knocking back a shot of whiskey. The makeup residue from Rarity’s failed spruce-up is gone from her face, but smears of ice cream and sprinkles replace it. A tuxedo-clad yak waiter gathers up this bowl and all the other empties as she wipes the mess away.)

Pinkie: Gimme another.

Waiter: But pony already had twenty-five ice—

Pinkie: (pounding table) I SAID, GIMME ANOTHER!!

(The yak hastily clears off with the dirty dishes as the other five ease across the hut. The next three lines are mixed with exclamations of dismay from the speakers.)

Twilight: Pardon me.

Applejack: Excuse us.

Rainbow: Sorry!

(Pinkie turns back to the wall, lost in her depression, and rests her chin on the table as a fresh sundae is served up.)

Pinkie: I feel nothing.

Twilight: Maybe we can help with that. (Pinkie sits up and turns listlessly to face them.)

Pinkie: Oh. Hey. (turning away again) What are you guys doing here?

Applejack: Just hear us out.

Rainbow: We respect your decision to move to Yakyakistan. (Cut to Twilight.)

Twilight: But we just wanted to remind you how much you mean to us, and how much we’d miss you if you decided to move here for—

Pinkie: (from o.s.) Fine.

(The purple eye contract, surprised; cut to frame the other five.)

Pinkie: I’ll move back to Ponyville.

Rainbow: (smiling) Wow. That was a lot easier than I thought. We’re awesome!

(Twilight’s approach and silent, grimacing point toward Pinkie cut the celebration short; she moves tentatively toward the expatriate.)

Twilight: Pinkie, what’s wrong?

Pinkie: (pointing toward stage) That’s what’s wrong. (Cut to Yigrid; she continue o.s.) I thought coming here and listening to real yovidaphone playing would make me happy.

(The piece finishes as she does, followed by a bow and an exit stage right to a round of stomping applause. Back to Twilight and Pinkie as Yigrid lumbers up to the table.)

Pinkie: It makes me feel worse. I’m never gonna sound like that.

Yigrid: (setting her rig next to them) Yovidaphone fan pony watch instrument while Yigrid visit little yaks’ room?

Pinkie: (as Yigrid walks off) Eh, if I can’t play it, I might as well do menial chores for those who can.

(Twilight pivots back to her other friends.)

Applejack: Okay, so Pinkie Pie is obviously still miserable.

Fluttershy: Oh, I can’t bear to see her like this.

(Pinkie rests her head on the yovidaphone, producing a moment’s squawk.)

Rarity: Indeed. (A faint smile on the grayed-out face.) But what else can we do? (Fluttershy starts to get an idea.)

Rainbow: Yeah. We’ve tried everything.

Fluttershy: Maybe not. (pointing toward Pinkie) Look!

(A few more pokes at the central bag cause that smile to widen into a silly little grin accompanied by an involuntary giggle under her breath. Realizing that she is being watched, she shoots upright in her seat and instantly drops back into her funk.)

Pinkie: Whoops! Sorry. (She pushes it off the table.) I forgot what an awful yovidaphoner I am.

Twilight: Playing it makes you so happy. (Pinkie now stands facing her.)

Pinkie: (smiling, sighing wistfully) It sure does. (dejectedly)) I mean, it did.

Twilight: Then you should never stop.

(Gray eyes widen at these words; the next three lines overlap slightly.)

Rainbow: Yeah!

Fluttershy: Of course.

Rarity: So say we all.

Applejack: Absolutely.

Pinkie: But you were the ones who told me to stop because I wasn’t good.

Twilight: And we were wrong.

Fluttershy: Playing makes you happy. (Applejack whisks away the dropped instrument…)

Rarity: And as long as it makes you happy— (…and brings it back to the group.) —it doesn’t matter how good you are.

Applejack: (setting it down before Pinkie) So get up there and show these yaks how it’s done!

Pinkie: (whispering loudly) I don’t know if you’ve noticed, but the audience are all yaks. And they kinda have issues with things that aren’t perfect, like my playing.

(She is recalling the disastrous attempts to replicate yak culture in “Party Pooped,” and she adds quotation marks with her hooves on “issues.”)

Rainbow: Pinkie Pie, you get up on that stage and play. If these yaks don’t like it— (pulling Applejack/Fluttershy close) —they’ll have to answer to us!

Pinkie: (uncertainly) Well, okay. If you all say so.

(Rainbow flies to the front of the hut, hovers above the stage, and clears her throat.)

Rainbow: Ladies and gentle-yaks! Performing for her very first time here, let’s give a big round of stomps for… (Shift to one side, making room for Pinkie to carry the yovidaphone onstage.) …Pinkie Pie!

(She clears off as Pinkie clears her throat and faces the crowd.)

Pinkie: Um…hi! So, uh, any yaks her from outta town?

(Except for an impatient snort from one in the front row, the room is dead silent.)

Pinkie: O…kay. (She sits on the provided stool.) And-a-one, and-a-two, and I kinda remember what to do.

(A deep breath, and she is into it—just as ham-fisted and raucous and unappealing as in Act One—but her smiling friends ease their way up to the front. As dribbles of saliva spurt from her embouchure and over the edge of the mouthpiece, her natural vibrant colors gradually suffuse her form from the ground up, and a mighty squawking blast causes her mane/tail to pop back into their usual curly disarray as the final touch. Applejack and Fluttershy grin at one another while Pinkie stalks the stage and slides to its front edge on her hocks to play the final notes. She pulls away from the mouthpiece to catch her breath, greeted by stony silence that lasts for an unbearably long moment before shattering into wild cheering from every yak in the joint.)

Pinkie: (puzzled, to her friends) Uh, I kinda wasn’t expecting this.

Rainbow: Me neither. (Yigrid steps up and stomps twice.)

Yigrid: Oh! Pony play good set!

Pinkie: Do you think so? Even though it wasn’t perfect?

Yigrid: Yovidaphone is instrument of happiness. Playing yovidaphone make pony happy. Pony playing is perfect!

Pinkie: Well, if that’s the case, let me play you this song I just wrote two seconds ago!

(As she continues, zoom out slowly from the stage to frame her friends joining her on it.)

Pinkie: It’s called “I’ve got the Best, Most Supportive Friends a Pony Could Ever Ask For”! (aside, to Yigrid) It’s a working title. (Cut to Twilight.)

Twilight: And-a-one! (Pan to Applejack/Rarity.)

Applejack, Rarity: And-a-two! (Cut to Fluttershy/Rainbow.)

Fluttershy, Rainbow: And-a-you know what to do!

(Namely, to cut loose with a round of off-track, off-key, off-kilter playing as the view “irises out” to black, centered on Pinkie’s face with cheeks bulging past all reasonable proportions.)

A MATTER OF PRINCIPALS

Written by Nicole Dubuc

Produced by Devon Cody

Story editing by Nicole Dubuc, 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 of a closed wooden chest trimmed in brass. Spike flies down and pulls the lid open from above, revealing an assortment of items that are quickly floated out in a magic aura. A longer shot puts them, him, and Twilight Sparkle in her lecture hall at the School of Friendship; standing on the stage, she maneuvers the items up into a slow holding pattern above her students’ heads. There are six: a silver necklace shaped as a winged eye, a scepter topped by a jewel held in a pair of pincers, a helmet adorned with yak horns and a red plume, a gold crown set with red gems, a spiny shell whose contours resemble a saddle, and a cloak secured with a flower brooch.)

Twilight: Who can tell me what these are? (Ocellus holds a sizable book.)

Sandbar: (awed) Whoa…

Gallus: Me likey!

Yona: Shiny!

Smolder: Treasure?

Ocellus: Nope! They’re all legendary magical artifacts!

(Noticing the odd stares from her classmates, she wilts a bit and offers a sheepish laugh.)

Ocellus: (huddling behind her book) I read ahead in Equestrian Artifacts and Camaraderie, Volume Seven. (Gallus rolls his eyes; Yona smirks.)

Twilight: You’re right, Ocellus. (floating items to herself one by one, in the order listed above) This is the Amulet of Aurora…the Talisman of Mirage…the Helm of Yiksler…the Crown of Grover…Knuckerbocker’s Shell…and Clover the Clever’s Cloak.

Spike: (eagerly) And the gems are real! (Quizzical stare from Twilight.) Uh, not that I tasted them. (He backs off.)

Twilight: Princess Celestia gifted these to our school— (moving them aside) —since they each represent one of the cultures our students come from. And we’ll learn all about them— (dramatically) —in a spell-venger hunt!

(General bewilderment among the pupils.)

Smolder: (to Sandbar) Is that a pony thing?

Sandbar: (shrugging) Eh. (Twilight flies into his face.)

Twilight: It’s a magical scavenger hunt. (backing off, hovering with Spike) Each of you will work in pairs to try to find where in the School these artifacts are hidden. (The two trade a high five.)

Spike: The team that finds the most wins a private tour of the Canterlot Archives with Princess Celestia.

(A giggle and ear-to-ear grin from Twilight prompt Silverstream to pop up from her seat into an amped-up hover when the camera cuts to her.)

Silverstream: Oooooh! Learning and fun? Does it get any better than that? (She sits again.)

Gallus: You’ve been underwater a long time, haven’t you?

Twilight: (from o.s.) Gallus and Silverstream… (Cut to her and Spike, the artifacts settling back into the chest.) …sounds like you’re our first pair.

(A collective gasp issues from the audience at almost the exact same moment that the sound of a chiming cutie mark is heard.)

Twilight: What? They’ll make a great team. (Yona raises a hoof for attention.)

Yona: (pointing) Um, why pony glowing?

(Only now does the instructor shift her wings enough to get a good clear view at her own haunch and the summons flaring across it. Zoom in to a close-up, then cut to a long shot of both the School and the adjoining Castle of Friendship. It is daytime. Twilight is visible only as a speck racing across the walkway connecting the two, from the former to the latter; cut to a close-up of a set of closed doors, which are thrown open under her power. She and Spike enter from the other side and stop short, purple and green eyes widening in total shock, and the camera zooms out quickly to frame the throne room. Her other five friends are already here, regarding their own pulsing marks and not able to make head or tail of this development.)

Twilight: (entering) Wait. You all were called on this friendship quest too?

Fluttershy: It must be a really important one.

Rarity: (pointing across room) And terribly far away.

(Cut to an extreme close-up of a spot at the edge of the central table’s map where copies of all six marks are circling lazily, then zoom out to an overhead shot. It is on the side opposite the group and the Ponyville/Canterlot area. Spike has now entered the room and is hovering over Twilight’s shoulder.)

Rainbow Dash: (scoffing) Just getting there will take days!

Applejack: Do y’all know what this means? (Back to them.) There won’t be any teachers left to run the School!

(A round of gasps from the other six, then fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the far edge of the map, the camera pointing through the parked cutie marks at the group.)

Fluttershy: Should we send our students home? (Cut to Applejack, Rainbow, and Pinkie Pie.)

Pinkie: I say we take ’em with us! ROAD TRIP! (The other two cover their ears; pan to Fluttershy and Rarity on the next line.)

Rarity: In the middle of my friendship quilting class. I think not! (unnerved) All of those unfinished seams!

(The very thought causes her to pass out with a weak moan, but Fluttershy is there to catch her before she can hit the floor. One yellow hoof fans at the white face to try and bring her around. Back to the first three.)

Applejack: Problem is, we don’t even know how long we’ll be gone.

Twilight: (from o.s.) Don’t worry, everypony. (Cut to her, floating up a thick scroll, and Spike.) I already have a seventy-point plan in place for this very situation.

(Her confident wink is met with a round of extremely puzzled glances, after which the camera cuts to a close-up of a most perturbed Starlight Glimmer.)

Starlight: You want me to be headmare?

(Longer shot. She and Twilight are in the latter’s office at the School, Twilight sitting behind her desk and facing Starlight, whose cutie mark has gone dormant.)

Twilight: You’re the perfect choice. (circling to her) You’re a good leader and an expert in friendship. (touching Starlight’s chest) I trust you to run this school exactly as I would.

Starlight: (backing away) Uh, that’s a pretty big responsibility, Twilight.

(She is unceremoniously scooped up in the boss’s field and plopped into the chair.)

Twilight: (trotting to her) Which is why I’ve prepared everything you need.

(Now a small bell is floated up and rung, the cue for Spike to enter from a side door and push a severely overloaded wheelbarrow into the office. Books, scrolls, file folders, and other bureaucratic whatnot make up the freight. Upon reaching the two mares, it takes every bit of strength he can put into his flapping wings to tip the lot onto the desk in a papery avalanche.)

Twilight: (hovering more items onto the pile) The curriculum, rules for the spell-venger hunt, dining hall menus for the next six months…

(Spike just stares flatly at her through all this, which ends with Starlight completely hidden from view and only Twilight’s rump and tail visible at one end. He scrambles up to the peak.)

Spike: Six months?! (Slide down, taking a few scrolls with him; Twilight steps out.) You’re not really gonna be gone that long, are you?

Twilight: (levitating him back up on top) …and Spike. Anything that isn’t covered in my files, he’ll be able to help you with.

(The base of a mountain of rolled parchments crumbles away to expose Starlight’s head and forelegs.)

Starlight: Then why not put him in charge?

Spike: (laughing dismissively) No thanks! (Close-up.) Uh, being a princess for Twilight was hard enough.

(Referring to the events of “Princess Spike.” Tilt down to the half-buried unicorn, who puts a mildly exasperated hoof to her forehead.)

Starlight: I am gonna pretend that made sense. (to Twilight) But if you’re sure it’s what you really want… (smiling) …I promise I won’t let you down.

(Cut to Twilight, on her way to the exit with a suitcase in her telekinetic hold.)

Twilight: I knew I could count on you.

(One door opens long enough to let her out, then closes again. Spike goes airborne with a shout of surprise as the colossus disintegrates into a cascade of scrolls, leaving Starlight enough room to sit up and prop her chin on a hoof.)

Starlight: (wearily) Great. What could possibly go wrong?

(Dissolve to Twilight and company galloping/flying away from the Castle and School, marks all quiet, then cut to Starlight waving goodbye on the walkway with a grin that is a shade too forced to be genuine. Spike pops up into a hover alongside her.)

Spike: Goodbye, Rarity! (Funny look from Starlight.) A-And everypony! (He lands.)

Starlight: Come back soon! (quieter) Please!

(Zoom out slightly to frame a teary-eyed Discord leaning into view and waving a handkerchief. After a moment, he blows his nose into it, setting off a foghorn blast that jolts then rudely back to the present.)

Starlight, Spike: Huh?

Discord: I hate goodbyes, don’t you? (wiping eye) I just go to pieces.

(Which he proceeds to do, his body literally disassembling itself to end up as a pile of parts on the walkway.)

Starlight: Uh, Discord! (chuckling weakly) What a…nice surprise! (His lion paw gives a thumbs-up; cut to her and Spike.) This is your first time at our new school, isn’t it?

(The baby dragon gives her a tiny, shaky nod. On the start of the next line, zoom out slightly to frame the chaos master—fully rebuilt, dressed in a gray suit, white shirt, and gray tie, and back to his usual unctuous self.)

Suit Discord: Ohhh! Was I not invited to the grand opening? (Another appears, in a blue sailor suit and multicolored beanie.)

Sailor Discord: Friends and Family Day? (A third, in a graduation gown and mortarboard cap, with white shirt and polka-dotted tie.)

Graduate Discord: Baccalaureate?

All three: (dryly) I hadn’t noticed.

(A mighty flash of white clears away two of the three and leaves the original free of clothing.)

Starlight: Well, at least you’re here now. (Pause.) Um, why are you here now?

Discord: (pacing toward School entrance) To fill in for Twilight, of course, as head draconequus. I seem to recall a whole song about how this school is where you make your own rules. Now who better at that than me? (Spike flies up to his face.)

Spike: Then you also must have heard Starlight is in charge now.

Discord: Really! I thought there must be some mistake.

(A flick of the lion-paw digits sends the little guy tumbling back toward Starlight and sours his mood.)

Starlight: Nope. Twilight picked me for the job— (pulling out Twilight’s massive scroll) —and she left pretty detailed instructions for me to follow.

Discord: (taking it, reading quickly as it floats before him) Well, I’m sure that she wouldn’t mind if I made a few tiny suggestions.

(A snap of the talons conjures up a minute quill, and a pair of pince-nez eyeglasses appears next, balanced on the end of his nose and connected to a cord around his neck.)

Discord: (writing) Item one—gravity is optional.

(He, the interim headmare, and her assistant begin floating slowly up toward the sky.)

Starlight: Whoooaaa!

(Stepping stones and walkway sections follow them up.)

Discord: (writing) Item two—the School’s new mascot is an ambidextrous marmoset.

(This very animal floats slowly up into view: white body, four light blue legs, blue-green at paws and tail, purple athletic jersey, wearing an oversized mascot head of a pale blue primate face ringed by darker fur and topped with an absurdly small “#1” baseball cap and lavender/white-striped ears. It chitters happily until Discord loops a string around one hind limb and reels it back in.)

Discord: Item three— (Starlight levitates herself over to him and takes the scroll away.)

Starlight: Not gonna happen. I promised Twilight I’d handle this her way. So thanks, but no thanks.

(As she steers herself back the way she came, Discord shoots her a venomous squint and lets go of the string to let the marmoset drift away. Zoom in on him, all geniality gone in a heartbeat.)

Discord: Reeeeally! Well, we’ll see if you change your mind.

(With one taloned snap, he removes himself and re-establishes gravity, allowing the stones and walkway to fall into place. Starlight touches down on the doorstep and begins reading as Spike swoops to her.)

Spike: Uh-oh. When we play Ogres and Oubliettes and he puts that many E’s in “really,” things don’t usually end well.

Starlight: Don’t worry, Spike. Discord and I are old save-Equestria buddies. He’ll be fine. (standing, floating Twilight’s scroll up) Now, what’s next on Twilight’s list?

(Spike opens one door so the two can enter. Dissolve to a long shot of the marmoset bobbing on the air currents and into the distance toward the sun, and zoom out to frame the School.)

Spike: (voice over) Okay.

(Close-up inside; he walks alongside Starlight down a hallway, carrying a quill and a short checklist. Starlight is no longer toting Twilight’s massive missive.)

Spike: I hid the artifacts for the spell-venger hunt and ordered school supplies for the week. All you have to worry about is teaching class.

Starlight: (sighing happily) Thanks, Spike. Maybe we will get through this okay.

(Cut to a set of closed doors, which swing open under her influence to frame the pair on the far side; Spike’s hands are now empty. Zoom out slightly as both stop short, faces freezing in mingled fear and disbelief, then cut here and there in the surreal parody of a tropical rainforest laid out before them. Gaily colored birds perch in trees that are actually giant feather dusters; a sunglasses-wearing potted cactus waves lazily from its pot attached to the side of one “trunk,” a window mounted in the floor blows open to admit wind and rain from a violent thunderstorm occurring just beyond. The camera then cuts to just behind Starlight and Spike and tilts up slowly, revealing that all this madness has been set up in Twilight’s office. The floor is stone, with a small pond at its center, and the desk now rests atop the flat boughs of an impossibly spindly tree growing from a platform at the center of the water. A huge shaving mug and brush rest by the roots. Discord sits behind the desk, his earlier pince-nez replaced by a transparent green eyeshade visor, and he is using a typewriter with a slice of bread rolled in rather than a sheet of paper. Close-up.)

Discord: (with slight impatience, adjusting/removing bread) Come in, come in. You’ll let the twittermites out. (He eats it.)

Spike: Twittermites?

(A cloud of the electrically charged insects—which Apple Bloom dreamed about learning to capture in “Bloom & Gloom”—descends and gives him a shock that sends him into the pond with a yell of pain.)

Starlight: (irked, as they clear out) Discord, what are you doing? (Spike surfaces for air; Discord has ditched his visor.)

Discord: Nopony was at your desk. (He elongates himself to face her, still keeping his seat.) Imagine what Twilight would say.

(In a blink, he has dropped entirely to her level and switched his visor for a wig and horn to match Twilight’s.)

Discord: (imitating Twilight badly) Oh, how could you, Starlight? You’ve broken my trust and failed me completely.

(The wig is pulled off, its horn disappearing, and clapped onto Starlight’s head.)

Discord: (own voice) Oh, don’t worry. I’ll cover for you. (The incensed unicorn floats the wig off…) By the way, I hope you like Limburger cheese.

(…then throws it down as Discord floats by and Spike plies a can of insecticide against the twittermites.)

Discord: I got a month’s supply for the teachers’ lounge.

(At his snap, a large crate materializes across the way, tended by a uniformed delivery stallion holding a clipboard. He is most surprised to see the container fall open and an enormous cheese wheel roll out. Finding the dairy behemoth bearing down on him, Spike voices a yell of terror and tries to run, but gets only a few steps away before it topples and crushes him to the floor. One patch of the surface crumbles away to reveal the hapless dragon, now covered in lumps of cheese and emitting curls of the aromatic fumes. Green eyes water profusely, cheeks bulge, and hands clap to mouth in a supreme effort to hold in his breakfast. Starlight sniffs the air and quickly covers her nose, while Discord has produced a C-clamp ad screwed it into place on his own.)

Starlight: (with a forced chuckle) We’ll take it from here, Discord. (magically opening door, ushering him out) Go relax. Have a cup of tea—at home!

(Just as the door is about to swing shut, his deer hind leg wedges it open and he puts his head back in with a scoff, the clamp gone.)

Discord: (offended) Some thanks for all my help. And after I hired all those substitute teachers for you.  (He gives her a shiny-eyed whimper; Spike extricates himself from the cheese.)

Spike: Actually, that does sound kinda helpful. (pulling out besmirched checklist for Starlight) And it was next on our to-do list.

(Now it is the mare’s turn to choke down her gorge for a moment, but she recovers quickly and turns two suspicious blue eyes toward Discord.)

Starlight: Which teachers did you hire?

(A devilish grin spreads over the snaggle-toothed face. Dissolve to a knot of badly scared students in one of the classrooms, the camera positioned so that a hoofed hind leg slams down in the foreground. All cower from the crack of keratin against floor, and a longer shot puts them in Fluttershy’s room—with Iron Will filling in for her.)

Iron: They call it “making friends”— (flexing muscles) —because you have to make creatures be your friends! (The students again; he points at Yona and continues o.s.) Show me what you got, yak!

(Wishing perhaps that she had gone in for a scholarship to a good university in, say, the Dragon Lands, Yona steps up to a broad tree stump at the front of the room. Iron has already rested a hoof on this, and he bends to bring his head down toward Yona’s level and cups a hand to his ear.)

Yona: (clearing throat, very quietly) Be my friend.

Iron: (straightening up) If you’re quiet, I don’t buy it!

Yona: (louder, more assertively) Be my friend. (Tentative grin.)

Iron: I’ve heard pudding that’s more convincing!

(Now the young yak goes full tilt: grimacing, snorting steam, rising to her hind legs.)

Yona: Be my friend!

(This attempt has the effect of causing the other students to scatter in all directions at top speed. Yona slaps hooves over her stunned mouth, but Iron looks thoughtfully off to one side. The camera follows his gaze to the edge of the doorway, where a dismayed Starlight, a worried and cleaned-up Spike, and a smug Discord have been watching the lesson.)

Starlight: (to Spike) That’s not how Twilight teaches friendship.

(Wipe to a buckball field set up outdoors and zoom in slowly as Gallus flies toward a gathering at midfield, carrying a tray. Cranky Doodle Donkey is stretched out on a lounge chair under a beach umbrella and being attended by several students. A close-up picks out Cozy Glow, the filly befriended by the Cutie Mark Crusaders in “Marks for Effort,” filing one of the old jack’s hooves; others are massaging, fanning, adjusting the umbrella, and Cranky wears the same sort of green eyeshade visor Discord used earlier.)

Cranky: Some field trip. Where’s my iced tea?

(Gallus presents a glass from the tray he carries, sullenness etched into every inch of his face. Cranky takes a pull from its straw and immediately spits it all over him.)

Cranky: This is too cold!

(The griffon ducks away and immediately returns, carrying only a mug on his tray. A sip from its straw earns the exact same result.)

Cranky: Now it’s too hot!

(Another trip, and Gallus now has a glass full of ice cubes and a pitcher on the. He fills the glass and offers it to Cranky, who uses its straw and lets him have it all over again.)

Cranky: (knocking tray aside) Now it’s too tea-flavored! You call yourselves friends?

(Zoom out to put Spike in the fore, looking on from the bushes that line the perimeter of the field, then cut to a head-on shot of him and Starlight.)

Spike: That is definitely not how Twilight teaches friendship.

(Discord sidles up, glass in hand and slurping loudly from its straw, and gets an irked glare from Spike. Wipe to a close-up of the red-leaved, fully flowered boughs of a Dragon Sneeze tree—the species that touched off Spike’s fiery allergies in “Princess Spike”—and zoom out. It stands behind the front desk of a full classroom, and its silent immobility draws puzzled stares from the students—some aimed at it, some at each other. Silverstream hesitantly eases up to the desk, sets an apple on its edge, and races back to her seat as if the fruit were a grenade with the pin out. Watching from the doorway, Starlight cannot believe her eyes as Discord smiles broadly, no longer carrying his tasty beverage. The spines atop Spike’s head are just visible at the bottom edge of the screen below them.)

Starlight: You hired a tree as a teacher?!

Discord: (shrugging) Its schedule was free.

Spike: (from o.s.) Uh, guys? (Tilt down to him, eyes bloodshot and fingers covering nose.) That’s not just any tree.

(He gets no farther before the o.s. Smolder goes into the windup for a sneeze. The orange dragon’s cheeks are already flushed by the time the camera cuts to her, and when she finally lets it rip, the recoil throws her backwards off her stool and the rest of the students duck and cover with a yell to avoid the blast of flame that lances toward the front of the room. Spike blows his nose into a handkerchief.)

Spike: It’s a Dragon Sneeze tree.

(Smolder’s next sneeze comes within a hair of barbecuing Spike and Starlight, who dive to the floor just in time. Discord, on the other hand, leisurely pulls his head away from the line of fire and toasts a marshmallow on a stick when the fire roars through. All three clear the way for a stampede of screaming students, followed by a badly afflicted Smolder, and Discord eats his treat as Starlight and Spike race off to restore order, the latter now fully recovered.)

Starlight: W-Wait! Calm down, everycreature! (Spike begins to spray a fire extinguisher over the burning spots.) It’s gonna be okay!

(A loud grunt from the o.s. Yona draws her attention; cut to a stretch of wall, through which the beefy bovid bursts from behind with a savage yell.)

Yona: (stomping, pounding chest) BE MY FRIEND!!

(She charges off down the hallway, Iron peeking out from the hole with a fiercely proud smile. Zoom out to put Starlight in the fore, her brain too locked up from seeing all the destruction and mayhem to let her form any words.)

Discord: (from o.s., patting her head) My, my, my. (Cut to frame both.) You do seem like you’re in over your head. (circling lazily around her) Won’t Twilight be so disappointed with how you’re ruining—I mean, running her school?

(He goes on his way, the camera zooming in slowly on Starlight’s shell-shocked expression as one eye begins to twitch alarmingly. Fade to black.)

Act Two

(Opening shot: fade in to the exterior of the School, zooming in on the great front doors as they burst open to release a swarm of panicked students, including a still-sneezing Smolder. The situation is no better inside as Starlight, Spike, and Discord watch, the trickster eating popcorn from a bag he has procured and the dragon no longer toting the fire extinguisher.)

Starlight: (exasperatedly) Discord, this is all your fault!

Discord: (affronted, dropping a few kernels) Mine? I thought you were in charge here.

(He materializes a catcher’s mitt on his lion paw and crumples the bag into a ball.)

Discord: (winding up to throw) But I’m happy to pitch in if you need me.

(Instead of hurling a fastball, he sets the wad back on the mitt and flicks it casually to the floor. The mitt itself then vanishes, and an annoyed Spike flies a recycling bin across the way and drops the litter into it on the next line.)

Starlight: What I need is for you to leave!

(He snaps himself into the form of a giant leaf, easily twice her height and still sporting his eyes and bushy brows.)

Discord: Happy now? (He turns his “back” on her; Spike returns without the bin.)

Spike: Come on, Discord. (Half-turn back to them.) You know that’s not what she means.

Discord: Fine! (He drifts to a window.) From now on, I won’t try to help… (Knock it open; float away on the wind.) …at all!

Starlight: (sighing, wiping forehead) Thanks, Spike. Let’s just hope he stays gone.

Spike: I wouldn’t count on it. I think Discord’s trying to test you.

Starlight: (sighing, pacing) But why? I thought we were friends.

Spike: (hovering alongside her) Well, it’s kinda what he does, even to ponies or dragons he cares about.

Starlight: (laughing derisively) Well, I’m ready for him.

(The two approach a portrait of Twilight hanging on a wall.)

Starlight: I told Twilight I’d run her school right— (Stomp for emphasis on the last word.) —and I’m gonna keep that promise… (icily) …no matter what.

(Once the two have moved on, the painting’s purple eyes become the red/yellow ones of Discord, brows and all. After a long squint in their general direction, he pushes his whole head up past the top edge of the frame and both sets of digits extend out from behind it to grip both sides. The painting itself is left with two holes where the eyes had been. Dissolve to the exterior of the School that night, the sky rapidly lightening into morning of the next day.)

Starlight: (voice over) Good morning, students!

(Cut to the entrance hall and zoom in slowly on her, Spike, Maud Pie, Spitfire, and Trixie facing the gathered student body. Spitfire is in her military uniform jacket and sunglasses.)

Starlight: I know there’s been a little bit of adjustment since the professors left for their trip— (Close-up; she gestures toward the new arrivals.) —but I’ve brought in new new teachers!

(Pan slightly to frame these three, the Wonderbolt giving a salute.)

Starlight: (pacing past them) And now everything should run smoothly. (Chuckle.) Now it’s time for class, and don’t forget—this afternoon is the spell-venger hunt!

(Excited conversation ripples through the crowd as the students disperse and the three fill-ins follow Starlight and Spike. Dissolve to a long shot of Twilight’s lecture hall, a few last arrivals joining the audience already in their seats. The doors burst open to admit Discord back in his draconequus form; his unexpected arrival and choice of outfit elicit a round of gasps. Gray T-shirt marked by a black lightning bolt; red jacket and backwards baseball cap; long blue shorts that sag down far enough to expose the heart-patterned white boxers beneath them.)

Discord: Yo! Greetings, fellow creatures! (He poofs down to wedge himself between Gallus, Ocellus, and Smolder.) Is this seat taken?

(The three spread away from him, distrust playing across the faces of Gallus and Smolder as Ocellus voices a nervous little laugh. They and the rest of the class are promptly treated to an explosion of smoke from the stage, within which Trixie materializes.)

Trixie: Welcome, class. You may call me the Great and Powerful Professor Trix—

(The ringing of a telephone stops her cold before she can hit the last syllable; Discord glares indignantly around himself.)

Discord: (lion-paw digit to lips) Shhhh! Really! That’s so inconsiderate.

(He offers Trixie a “please continue” smile and gesture, but a second ring breaks the silence all over again. Shifting in his seat, he exposes a lunch bag that had been tucked under his tail, decorated with drawings of a smiling sun and Fluttershy’s equally happy face. A bit of fishing around inside brings up a banana, which proves to be the source of the noise.)

Discord: Oh, I better take this.

(He lounges across the cushions in close-up, fruit to ear as if it were an actual phone; the nearest students clear off with dirty looks. Muffled gabbling is heard over the line between his words.)

Discord: Hello?…Oh, he did not!…And what did you say? (Gasp; big smile.) You did not! (Gabbling continues.)

Trixie: (from o.s., really fed up) Discord! (crossing to him, pointing) Why are you here? (He covers the “mouthpiece” end of the banana; line goes quiet.)

Discord: Why, I’m a student of friendship, of course— (smugly) —unless you don’t think you’re good enough to teach me.

Trixie: Of course I am! (She stalks back to the stage, then rounds on him again.) No fruit calls in my class!

(As she returns to her post, he shrugs and peels the banana to reveal an actual telephone handset, which he swallows whole. Now Trixie addresses the class.)

Trixie: Magic is the most important element of friendship. (rearing up, spreading cape) So today, I, the Great and Powerful Trixie, will put on a magic show.

(Awed murmurs from every spectator save Discord, who snaps his talons without being seen. The blue unicorn floats her hat off, rests it upside down on the stage, and dips a hoof inside with the intent of producing something from it. What she pulls out partway is a fat, pink, happily squealing pig—perfectly ordinary, except for the fact that it has wings. It takes her a moment to notice and hurriedly stuff the porker back inside—clearly not the effect she had intended. A hasty grin and rummage, and now she yanks out Derpy Hooves by the wings, as far as the midsection. The cross-eyed pegasus waves to the crowd as Trixie offers a bigger, more embarrassed grin and shoves her back down—strike two. On her third attempt, she comes up with an Ursa Major—the gargantuan, star-filled, purple bear whose offspring ravaged Ponyville in “Boast Busters.” Claws and teeth and roar send all but Discord into a screaming flight toward the exit.)

Discord: (laughing) I’m learning so much. Aren’t you? (Trixie has wound up huddled on the stage.)

Trixie: (snarling) DISCORD!

(Now he follows the others out, the Ursa vanishing in a flash; she stands up and levitates the hat back onto her head, only to be immediately interrupted by a telephone ring. A banana is promptly floated out from under the headwear and the ends positioned by ear and mouth.)

Trixie: Hello? (Blabbering over the line; she starts to pace away.) Um, uh, what exactly is a long-distance plan?

(The indistinct voice fades away as the view dissolves to the buckball field. Cranky and his student-run pampering have been cleared from midfield, and Spitfire flies away as several students clamber wearily onto the bleacher seats around the perimeter—the end of a rigorous physical education class session, no doubt. Among them, Sandbar can barely prop himself upright, Silverstream is stretched out on her back, and Yona uses her looped braids as a makeshift fan to cool herself off. Discord appears here in a flash, having changed into a yellow golf shirt, blue shorts, red/white sneakers with striped athletic socks, and a red/blue baseball cap. He is equipped with a clipboard and a whistle on a lanyard around his neck, and he has grown a mustache to match his beard and eyebrows.)

Discord: Take a lap, team!

Sandbar: Uh, actually, we just finished Professor Spitfire’s workout.

Discord: Sounds like somepony needs a little motivation.

(A blast on his whistle and a poof from behind the bleachers bring a growling bugbear to the scene—see “Slice of Life” for details on this monster. Roaring and snapping its jaws, it begins to chase the luckless, screaming students around the perimeter of the field.)

Silverstream: (excitedly) Oh, I’ve never run so fast in my life! Oh, this is great!

(But perhaps not so much for Yona, who begins to fall behind and flag badly. Sandbar, badly winded, stops to address Discord.)

Sandbar: Hey, Coach? We need a break.

Discord: Friendship is about honesty, so believe me when I say… (leaning into his face) …WE’RE NOT STOPPING!!

(A whistle blast at point-blank range spooks the colt into resuming his mad dash, followed closely by Yona and then the bugbear. The savage jaws snap toward the yak’s short tail, missing by inches.)

Yona: (between breaths) Yona…can’t run…faster!

(She trips on the turf and slides to a stop on her belly, the behemoth going into a dive and angling its stinger. Before the barb can drive home, a beam of magic rips into view from one side and scores a direct hit to drop the bugbear like a ton of bricks. It rolls itself upright with a woozy grumble and scurries away, and Sandbar/Silverstream/Yona look back in the direction from which the spell was cast. The shooter proves to be a good-and-angry Starlight walking onto the field, followed by Spike.)

Starlight: Discord, that’s enough! Endangering students crosses the line! I don’t know why you’re trying to ruin this school— (stomping for emphasis) —but it stops now!

(The recipient of this tongue-lashing drops his clipboard, pulls off his cap and mustache, and reverts to his usual appearance in a flash.)

Discord: (smugly) I wouldn’t be so sure.

Starlight: (menacingly, warming up horn) This is your last warning. (Spike plants himself in front of her.)

Spike: (laughing gamely) Hey, take it easy, Starlight. Discord’s your friend, remember? (The students gather at a distance behind Starlight.)

Starlight: Well, he’s not acting like it.

Spike: (sighing) She’s right, Discord. What’s your problem? (Starlight powers down.)

Discord: My problem? How is the fact that Twilight decided to put an incompetent, power-hungry unicorn in charge of her school my problem?

(The unicorn in question utters one soft gasp, then kicks her horn up to overdrive without any warning and lets him have it with a yell. Her magical onslaught lifts Discord clear of the ground and disintegrates his flailing form to leave not even a single bit of beard hair; it also rips a furrow in the earth that starts at midfield and extends well past one of the pole-mounted goal baskets. As the dust clears, the students murmur fearfully among themselves, catching Starlight’s attention at last.)

Starlight: (laughing airily, turning to them) Don’t worry. I just banished him from School grounds forever. (Spike inspects the torn-up area.) He’s fine.

(The young scholars disperse, thoroughly unconvinced, and Starlight gloomily lets her head dip.)

Spike: That probably made things worse. Why didn’t you just talk to Discord?

Starlight: Because he’s right about one thing. I’ve been doing a terrible job as headmare.

Spike: (patting her shoulder) No, you haven’t. Discord is just being…Discord.

Starlight: Maybe. But I wonder why me being in charge bothers him so much. (School bell rings; Spike brightens.)

Spike: We can figure that out after the spell-venger hunt. (running toward School) Come on!

(She trots after him, a hopeful smile settling on her face. Dissolve to an extreme close-up of the School’s closed front doors, which three approaching students push open to frame a full entrance hall beyond. Zoom in slowly on Starlight and Spike addressing a large gathering.)

Starlight: For this afternoon’s spell-venger hunt…

(Close-up. She conjures up images of the six artifacts presented by Twilight in the prologue, while a bucket rests next to him.)

Starlight: …you’ll need to use the artifacts’ history to find where they’re hidden in the castle.

(The images merge into a single question mark; close-up of this, zooming out slightly. Two ponies now stand flanking it, each with a wristwatch-like device strapped to one foreleg.)

Starlight: (from o.s.) When you spot one… (The mark becomes the Amulet of Aurora.) …touch it with a magic shield to keep track of your score.

(One pony does so on the end of this line, his device’s face changing to show a check mark. Cut to Spike gaining a bit of altitude and carrying the bucket—full of these shields—and a scroll. As he speaks, he unrolls the document to show sketches of the outlines of students’ heads, paired up and joined by plus signs.)

Spike: Twilight left a list of your hunt partners before she left. (He sticks it to a column.) I’ll pass out the shields.

(Now he cruises slowly overhead, dropping one to each student, and soon returns to Starlight’s side with an empty bucket. She floats up a small gong and mallet.)

Starlight: Ready…set…spell-venger hunt!

(A tap against the brass touches off a scramble of happy conversation and sends them off on the search, and she sends the instrument away.)

Spike: (to Starlight, hovering, leaving bucket behind) Come on! We can use Twilight’s observatory to watch the teams!

(She follows him away. Out in the hallways, the teams are hard at it, every member having strapped on his/her shield. Ocellus and Smolder form one such pair, the former trotting and the latter flying.)

Smolder: I hope you know where you’re going.

Ocellus: To the Helm of Yiksler!

Smolder: (pausing briefly, shrugging) Eh, works for me.

(She catches up to the changeling at a junction, the camera zooming out to frame a connecting hallway lined with suits of armor and wall-mounted torches, banners, and weapons. The two proceed slowly down the way.)

Ocellus: In our book, it says Yiksler was an honorable yak warrior. Any enemies that saw him put down their weapons in peace. I think his artifact must be in one of these suits of armor.

(As she finishes, they stop not far from a suit whose head has been crowned with the Helm of Yiksler. Smolder then casts her eyes from side to side, the camera shifting to her perspective and panning among the suits until she spots the Helm. Zoom in on this, then cut back to her.)

Smolder: (dryly, pointing) I’m guessing that one.

(Zoom out slightly. Ocellus is now consulting the book she showed off in the prologue; she raises her eyes from the pages with a smile, snapped back to reality by her teammate, and both hold their shields near the Helm to check it off.)

Ocellus: Yes! One down, five to go!

(Smolder gives her a high five with just a bit too much force, knocking her to her haunches, then helps her up. Zoom out slightly, a circular border appearing around the image, then cut to Starlight and Spike on the start of the next line. They are in the uppermost room of a tower equipped with a telescope aimed out one window, star charts, and other astronomy/stargazing-related paraphernalia—the observatory Spike mentioned. He hovers near Starlight, who has been peering through the telescope from her perch in a small basket suspended by ropes from the ceiling. The floor has been cut away beneath this, suggesting that it serves as an elevator for entering/exiting the room.)

Starlight: (warmly) Aw, Ocellus and Smolder found their first artifact. (Looking through the eyepiece again, she becomes concerned.) Wait. What’s that?

(Her perspective: the armor wearing the Helm begins to advance threateningly on the pair, forcing them to back up. Cut to the scene.)

Ocellus: (hiding behind Smolder as she lands) Uh, I don’t think that’s part of the spell-venger hunt!

(Its subsequent attempt to tackle them is definitely out of line, then, and they flee yelling as it hits the floor in a crash of metal and a cloud of dust. It gets upright and gives chase all too quickly for their comfort.)

Ocellus: The School is haunted!

Smolder: (yelping) Not cool!

(Cut to Starlight and Spike, who recoil from the eyepiece with a double cry of fear, and fade to black.)

Act Three

(Opening shot: fade in to the School’s library as Gallus and Silverstream enter.)

Silverstream: We’re totally gonna win this spell-venger hunt!

Gallus: Yeah, I doubt that. But at least I know where one of the artifacts is. Saw Spike hide it yesterday.

(Cut to his perspective, stopping before three paintings on the wall—Yiksler the yak, Grover the griffon, and Aurora the hippogriff, judging from the accessories they wear. Gallus lifts his shield into view and is rewarded by a signal on its face locking in on Grover’s image. Back to him, beak curving into a fiercely satisfied little grin; he flies to the wall and, with a bit of effort, swings the painting out on a hidden hinge as Silverstream arcs in for a look. Behind it is a small alcove containing…)

Gallus: The Crown of Grover! Score! (They lift their shields to mark it off.) They say it’s magic and King Grover used it to become the first ruler of Griffonstone. (Both land.) I know. Pretty sweet, right?

Silverstream: You paid attention in class!

Gallus: (taken aback) What?! (indignantly) I-I-If you ever tell an—

(The painting swings back into place by itself, surprising both of them into silence, and the regal eyes burn red above a suddenly grimacing mouth. Grover’s entire image leans forward off the canvas, becoming three-dimensional and giving them a new thrill.)

Gallus: Whoa! (Grover screeches at them.)

Silverstream: Three-D painting!

(The entire work takes the concept just a little too far by wrenching itself completely off the wall and going after the pair, sending them into a hollering race for the door. Elsewhere, a painting of a changeling—Mirage, based on the scepter she holds—begins to hiss at the nearest team and pops off the wall to get at them. Both flee with vocal cords working overtime, the earth pony jumping on her pegasus partner’s back for an emergency airlift. Pan quickly to yet another team looking over the balcony shelves until a portrait of Clover the Clever—judging from her cloak—detaches itself from the wall with a venomous hiss and sends them yelling and clearing out.)

(Cut to Starlight’s telescope-magnified perspective of the book-based bedlam, Aurora’s picture having now gotten into the act, and zoom in on one particular stretch of shelves at the far wall on the ground floor. Discord’s head protrudes among the masses of literature as a translucent gray specter of his usual form, and he is laughing himself stupid over the raging mayhem. He extricates himself fully with an ecstatic whoop.)

*** His laughter and whoop reverberate slightly, as will all of his lines and vocal effects until further notice. ***

(Cut to Starlight in the observatory.)

Starlight: (pushing telescope away) Yep, that’s definitely Discord. (hoof to forehead) This is not good.

Spike: I thought you banished him from the School.

Starlight: Only his body. (sourly) Apparently his ghost can come and go just fine. Let’s go. We have to stop this.

(A pull at one of the central basket’s supporting ropes triggers a mechanism to lower her through the floor. Cut to her descending through the tower’s height as Spike flies down to her; the surrounding walls are studded with gems, stars/moons, and the School’s crest.)

Starlight: How? No offense, but I don’t think magic is the answer against Discord.

Spike: (smiling confidently) This time, I’m not using magic.

(Wipe to Sandbar and Yona at the base of a staircase, the earth pony examining a few books on a nearby shelf as he climbs to a landing. The yak has chosen to strap her shield to one of her braids instead of a hoof.)

Yona: Hmmm…what Yona look for?

Sandbar: The Shell of Knuckerbocker. It’s like a seashell, but if you blow into it, you call a dragon. There’s a sweet poem in our book about it. (reciting) “Climb to the heights with dragon flight.”

(He gasps as a burst of inspiration hits.)

Sandbar: (pointing upstairs) Like “flight of stairs”!

Yona: Yona take pony word for it.

(The first hoof she places on a step begins to sink into the surface, accompanied by a moist squelching sound as if she had just stepped in a great deal of gluey mud.)

Yona: Huh?

(She tries to pull free, only for the mire to suck her hoof down even deeper; soon she has all four of them on the stairs and is properly stuck. The entire flight wastes no time in transforming to quicksand, and Sandbar’s weight begins to drag him down.)

Sandbar: (grunting, grabbing at banister) What’s…happening?

Yona: Y-Yona not know, but Yona do know…YONA NOT LIKE SPELL-VENGER HUNT!!

(The inexorable tide sweeps both of them slowly off the stairs and back into the hallway as Discord’s spirit manifests itself with a hearty laugh and a string of goofy vocal sound effects. His snap causes Knuckerbocker’s Shell to appear in midair, and he seizes it and creates a portal just big enough for him to fly through and leave the area. After it fades away, the camera shifts to the far end of the hall, where Gallus/Silverstream and Ocellus/Smolder flee from their respective foes. The first team stops short to avoid being hit broadside by another pair fleeing from the armor bedecked with the Helm, while the second gets a good eyeful of the portraits of Grover and Mirage going after some other ponies who just happened to be in the wrong place at the wrong time. Both pairs hustle to the quicksand staircase, Gallus working to free Sandbar and Smolder doing likewise for Yona; Silverstream drops to a terrified huddle and covers her eyes, while Ocellus bolts away with a cry only to find the crazed armor cutting off her retreat.)

Ocellus: (running from it and Mirage’s portrait) Whoa!

(All six gather into a terrified knot, Sandbar and Yona now free of the quicksand. The camera is positioned at ground level to point through Starlight’s legs as she steps into view; cut to her and Spike on the next line.)

Starlight: Everycreature, STOP!!

Silverstream: B-B-B-But the School is haunted!

Starlight: It’s not haunted, it’s Discord.

(A painting of Knuckerbocker floats by on this last—a formidable red dragon in gold robes, holding the Shell. One blinding flash then puts the entire hallway back in order, and a second deposits Discord in midair near the rafters, the artifacts circling around him.)

Discord: Headmare Starlight, look at me, look! (He angles himself closer.) I won the spell-venger hunt! Well done, me! Now what’s my prize?

Spike: (acidly) Detention!

Discord: (magically tossing items high overhead) Well, that’s disappointing.

(His eyes shrinking to panic-stricken points, the little guy hurls himself belly-first to the carpet and manages to catch the Amulet, Talisman of Mirage, Crown, and Shell with the help of both arms, one leg, and his tail. The Helm plunks itself down over his head, and Clover the Clever’s Cloak settles over him and the lot.)

Starlight: Discord, you can’t keep messing up the School!

Discord: On the contrary, I think I rather can—and will.

Starlight: Then I have just one thing to say to you.

Discord: (eagerly, floating down to her level) Well, do go on.

Starlight: I’m sorry. (Discord backs off, completely floored; Spike has stood up and piled the artifacts on the carpet.)

Discord: What?

(The acting headmare zaps him with a spell that restores his body and leaves him standing in the middle of the hallway.)

*** His voice loses its reverberation at this point. ***

Starlight: I had to stop thinking like a headmare and start thinking like a guidance counselor to finally understand. You felt left out.

Discord: (turning away, stammering hesitantly) Uh…I-I-I-I don’t know what you’re getting at.

Starlight: Nopony ever invited you to the School— (crossing to him) —and when you offered to help, I didn’t listen.

(Slow pan across the six students, who gradually begin to smile.)

Starlight: (from o.s.) I was so worried about doing things Twilight’s way, I didn’t stop to think about being a good friend. (Back to her.) I’d like to apologize for that—and offer you the job of vice-headmare.

Spike: Huh?

Silverstream: Really?

Gallus: What?

Ocellus: Why?

Yona: No!

Smolder: Him?

Sandbar: Totally confused.

(Pan/tilt up from them to the draconequus, who turns toward Starlight with a beaming smile and forelimbs thrown wide.)

Discord: I accept! (He shakes hooves to Starlight, then reins himself in.) I mean, I-I suppose I can find some time in my busy schedule to help you out. (counting off items on talons) But I will need my own office, expense account, parking space…

Spike: You’re new to the world of education, aren’t you?

Starlight: (to Discord) Next time you want something, just ask for it, all right?

(He sweeps a protesting Spike into a hug and turns to her.)

Discord: But then we’d miss out on all those delightful misadventures.
Spike: Hey! (He pulls free and hovers.) Watch the wings!

Starlight: Now, Vice-Headmare Discord, if you’ll help me get this spell-venger hunt back in order… (He snaps his talons; the artifacts vanish.)

Discord: Everything is re-hidden.

(A small painting of a flower jumps off the wall and zooms off, causing Silverstream to cry out when it barely misses her and Ocellus.)

Discord: (chuckling) Well, with a few surprises.

(Zoom out to a long shot of the gathering, accompanied by the bang of a door being thrown open. Twilight and company plod into view toward them, every mare a disheveled, filthy wreck ready to flatten him with a steamroller if one were available.)

Twilight: Discord! I can’t believe you tricked us into going on a friendship quest that wasn’t real!

Discord: (disappointedly) Oh, back so soon?

Rarity: A glamour spell on our cutie marks!

Rainbow: A fake summons from the map?

Pinkie: (smiling) Hey! At least we got to go spelunking in that really creepy cave with all those eyeless worm creatures chasing us.

Yona: (elated, hugging Applejack) Oh, Yona so glad ponies back!

Applejack: (to other mares) Uh…y’all get the feelin’ we missed somethin’? (All but Twilight and Starlight move off.)

Twilight: Thanks for taking care of the School, Starlight.

Starlight: It was a challenge. Heh. (They follow.) But I think things turned out just the way you’d have handled them. (Spike flies up to Discord.)

Spike: (smugly) Guess this means you’re not vice-headmare anymore.

Discord: (holding up stacks of cards) Oh, poo! I just ordered business cards!

(He lets them spray toward the camera—his name repeated several times in varied font sizes, next to his beaming face—and the view snaps to black as one fills the screen.)

THE HEARTH’S WARMING CLUB

Written by Brian Hohlfield

Produced by Devon Cody

Story editing by Nicole Dubuc, Josh Haber

Supervising direction by Jim Miller

Directed by Denny Lu, Mike Myhre

Transcribed by Alan Back (ajback@yahoo.com)

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

Prologue

(Opening shot: fade in to the exterior of the School of Friendship and zoom in slowly. The sun has begun to set, and snow is falling steadily to blanket the building and grounds in a fresh layer of white. Dissolve to an extreme close-up of one bough of a tree decorated for the Hearth’s Warming holiday as a hoof reaches into view to hang up an ornament, then zoom out. The limb belongs to Sandbar.)

Same melody as prologue song in “A Hearth’s Warming Tail,” brisk 4 (G flat major)

Sandbar:                Ponies’ voices fill the night, Hearth’s Warming Eve is here once again

(spoken, addressing himself o.s.) Come on, everycreature! Sing!

(Long shot of this area, a common room within the School that has been kitted out from floor to rafters for the big day, including a tree topper of a brightly glowing pink heart with small licks of flame rising from it. Applejack and Rarity are talking at ground level, Fluttershy and Rainbow Dash are working on the overhead decorations, and students and adults fill nearly every bit of the floor not occupied by wrapped gifts. The buzz of conversation dies away at remarkable speed for a fraction of a second at his command, then starts right back up as he trots across the floor singing the melody to himself. He ends it by arriving at a chair in which Ocellus sits and giving her a “take it” gesture. Finding herself ringed by her five friends and classmates, she grimaces with clear unease and manages a few shaky, halfhearted notes.)

Yona: Not everycreature celebrate same way, you know!

Smolder: Yeah. (picking up a pony rag doll) Dragons don’t do pony holidays.

Spike: (from o.s.) Sure we do. (He walks up to the six, followed by Twilight Sparkle and Rainbow.) I love Hearth’s Warming Eve. It’s all about friends and presents and family and…presents! (Close-up of Twilight.)

Twilight: It’s also about putting aside differences to come together, like the earth ponies, pegasi, and unicorns did on the first holiday.

(She briefly spreads her wings and gestures to her horn on “pegasi” and “unicorns,” respectively.)

Ocellus: (from o.s.) Oh! (Pan to her and Sandbar.) Is that why you put their Fire of Friendship on top of the tree— (Eyes turn toward the heart.) —to help us remember their unity? (Rainbow flies up to it.)

Rainbow: And ’cause it looks cool.

Silverstream: This is my favorite day of the year! (Giggle.) Not that I don’t like the other ones. (rearing up/spreading wings, knocking Smolder over) Tuesdays are great!

(The orange dragon sits up, rubbing one eye that has just been hit with a wall of feathers.)

Yona: Yona like any day that is start of winter break.

Gallus: (gently jibing tone) Two whole weeks without classes. How will Ocellus survive? (Smolder stands up as Ocellus laughs weakly.)

Twilight: (crossing to them) I think you’ll all enjoy the time off to be home with your families, to celebrate your own traditions. (addressing the room) Attention, everycreature! School is officially out. Happy holidays, and we’ll see you after the break.

(The pony portion of the crowd files out amid a rush of happy small talk, Rarity employing her magic to swing the room’s doors open.)

Twilight: And for those of you traveling outside Equestria… (Rainbow hovers next to her.)

Rainbow: Yeah, shouldn’t you guys be getting ready to go? If you miss that train, it’s a really long walk.

Twilight: Go pack up, and we’ll take you to the station.

(Chattering excitedly, the remaining six students head for the exit, the camera positioned in the hallway to frame Twilight and Rainbow watching them go. A gift is tossed into view from beyond the edge of the doorframe, drawing the two mares’ attention; cut to another one near the tree as Spike lifts it, puts an ear to the side, and gives it a hearty shake to try and divine the contents.)

Spike: (to Twilight) It’s that new bow tie I wanted, isn’t it?

Twilight: You’ll have to wait and see.

(Unnoticed by the three, an inky figure begins to make its way across the rafters toward the tree.)

Spike: I’m waiting— (shaking box again) —but in the meantime, I’m shaking!

(The interloper leans out, showing only a dark gray cloak and hood, and one forelimb reaches out to shake some glittering powder over the Fire of Friendship tree topper. A close-up of the container picks out the vivid violet hue and the spatter of slime that passes for a label. The powder settles onto the Fire, causing it to flare brightly and erratically for a moment before intensifying its glow to near-blinding levels. Twilight, Rainbow, and Spike notice the glare and look up toward the source with a tripartite gasp, just in time to see the Fire decompose into a torrent of purple sludge that gushes down the tree toward them. Spike has barely enough time for one stunned gasp before it covers him, and the view fades to black as it washes over the entire screen.)

OPENING THEME

Act One

(Opening shot: fade in to an extreme close-up of Spike’s gasping face just before it disappears under the slimy tsunami. When it drains away, he is left wearing a translucent coating of the muck and stumbling backwards with a grunt of supreme disgust. A longer shot frames the deposits clinging to nearly every surface in the common room, the tree having taken the worst of it by far. Rainbow has gone airborne to avoid the deluge, while Twilight drops the shield she has put up around herself in order to stay dry. Spike manages to lift off with considerable effort and quite a few more grunts, but his boss quickly zaps him with a spell to reel him back in. Her efforts to strip off the goop take a moment to pay off, as its hold is quite tenacious.)

Spike: Wh-what happened? (Zoom out slightly; now evening sky and stars can be seen through the windows.)

Twilight: Everything’s ruined! That’s what’s happened!

(After a moment’s scan of the area, Rainbow zooms upward. Cut to an extreme close-up of the powder can, lying overturned on the tree’s uppermost limbs, and zoom out as Rainbow zeroes in on it.)

Rainbow: (picking it up) And I don’t think it was an accident. (She sets it down and backs off.) Somepony was up here!

(The cloaked/hooded perpetrator breaks from cover and races for an exit.)

Spike: (pointing after it) Over there!

(Twilight spots the figure pushing a window open and diving clear. Cut to just outside as the three approach to peer through the wind-driven snow.)

Twilight: Outside!

(They get moving across the courtyard; after a quick stop at its center to survey the vicinity, Spike notices a set of doors slamming shut on the opposite side.)

Spike: That’s the students’ quarters!

(Both ponies pump their wings to close in. Cut to a broad hallway lined with doors on each side; there is the sound of a closing door, followed by the trio’s emergence from o.s.—they are now inside this area of the School, with no other signs of life.)

Rainbow: (voice raised) Might as well give up, whoever you are! We gotcha cornered! (No response.)

Twilight: Hello? Is anypony there?

Rainbow: I’ll check the back door!

(She zips away. Now two doors open, facing each other across the hall, and Silverstream and Smolder step out.)

Silverstream: What’s happening? (Happy gasp.) Another decorating party?

Twilight: Has anycreature come in here?

Smolder: Well, yeah. All of us did—to pack, like you told us to?

Spike: After that! Did you hear anything? (Next two lines overlap.)

Silverstream: Uh…uh-uh.

Smolder: Uh-uh.

(Comes the sound of another door opening from o.s.; cut to it as Gallus emerges.)

Gallus: What’s up? (The next one opens; out comes a very happy Yona.)

Yona: Yona done packing!

(More hinges creak; pan across the hall to frame Ocellus and Sandbar leaving their rooms.)

Ocellus: Is something wrong? (Rainbow returns.)

Rainbow: The back door’s locked! No way out!

Twilight: But whoever did it had to have come in here! We saw them!

Ocellus: Whoever did what?

(Dissolve to a head-on close-up of an extremely confused Ocellus, Sandbar, and Yona in the common room, eyes tilted upward.)

Sandbar: Whoa! That is so not cool.

(Cut to the top of the slimed tree and tilt down to its base, bringing Twilight, Rainbow, and Spike into view facing them accusingly on the start of the next line.)

Spike: (pacing) And whoever did it ran into your rooms.

(Overhead shot: they and all six students are gathered here as purple gobbets drip past the camera in the fore. The window used for the perpetrator’s escape has been closed.)

Spike: No one came out, and all of you are still here. (Ground level.)

Rainbow: (pointing at them) One of you must have done this! (Pause.) But why would any of you want to sabotage Hearth’s Warming Eve?

(Six young scholars voice a cacophony of puzzled responses.)

Yona: Ugh! Yak not do this! Yona offended by accusation!

Twilight: We don’t know what happened. Maybe this wasn’t even on purpose. But I want to give whoever caused this mess a chance to tell the truth and explain themselves. I’ll make it easy for you. Close your eyes.

(Five students do so promptly, but Yona keeps hers open until an irritated nudge from Ocellus prompts her to follow suit.)

Twilight: Now, if you did this, raise your hoof—or claw—or whatever.

(Rainbow and Spike have joined in by this point; there is no sound or motion but that of the viscous purple residue dripping from the ceiling, and Twilight sighs in mild frustration.)

Twilight: Come on, Spike. Looks like we have to—

(She cuts herself off, surprised; cut to him with hands over eyes, then zoom out to frame her on the start of the next line.)

Twilight: (mildly annoyed) Spike, you can open your eyes. (He does so, removing his hands.)

Spike: What? Oh! (Zoom out to frame Rainbow on the next line.)

Rainbow: Uh, what about me?

Twilight: You all can. (All do so, Rainbow with a laugh.) But, since nocreature took responsibility for this mess, you’re all gonna have to help clean it up before we can go home.

(Groans and noises of protest from the students.)

Smolder: Why do I have to stay?

Sandbar: Aw, but the holidays!

(The headmare impassively floats rags, mops, and buckets over to them.)

Twilight: While you’re cleaning, we’ll bring you into my office one at a time. Since honesty is one of the Elements of Harmony, we want to give you each a chance to tell us the truth.

Rainbow: (threateningly) And once we find out who did it, just you wait! We’re gonna… (losing steam) …we’ll… (to Twilight) …w-what are we gonna do, exactly?

Twilight: (sighing heavily) The guilty party won’t be going home over Hearth’s Warming break. She or he will stay here for some one-on-one friendship lessons.

Silverstream: (scared) But what if none of us confesses?

Twilight: Then… (Sigh.) …I guess there’s no holidays for anycreature. You’ll all stay over the break.

(A six-way gasp of shock, accompanied by a fresh glob of gunk splattering to the floor, and the view snaps to black.)

Act Two

(Opening shot: fade in to an extreme close-up of a mop being withdrawn from a bucket and plied against a splotch on the carpet. It is held by Gallus, who sullenly wipes sweat from his brow just before a set of doors swings open, pushed by Twilight’s hoof. Long shot of the entire common room: all six students are on cleanup detail, and Twilight/Rainbow/Spike have just entered from a hallway.)

Twilight: All right, let’s get to the bottom of this. Who wants to be interviewed first? (Brief silence.)

Gallus: Eh, I’ll go. Beats mop duty.

(He throws the cleaning implement to Silverstream, who catches it, and follows the trio out. The camera remains on her and Smolder.)

Silverstream: Hey, I know! We can make a game out of this—see who finishes cleaning up first! (She begins mopping.)

Yona: (from o.s.) Woo-hoo! (Pan to her, rag in hoof.) Yak win! Yak best at cleaning!

(She laughingly makes short work of a couple of spots, and Smolder easily sops up another bit.)

Smolder: Let’s save time and cut to the chase. (Wring out her rag over a bucket.) Which one of you did it?

Ocellus: I would never do something this horrible! I love Hearth’s Warming Eve— (angrily) —and I do not want to miss going home for it.

Sandbar: Huh. I didn’t even know changelings celebrated Hearth’s Warming.

Ocellus: (brightly, nodding) Oh, yes. It’s our favorite holiday—well, since Headmare Twilight shared it with us last year. She gave our hive very clear instructions.

(A wavering dissolve shifts the scene to a patch of ground against which an extremely long scroll unrolls itself into view. On the start of the next line, zoom out to frame Ocellus holding the other end and addressing her family—parents and two younger siblings—at home in their hive.)

Ocellus: (clearing throat, reading) “Welcome to the traditions and fun of Hearth’s Warming. Here’s a guide to help you enjoy this celebration of pony history. Families start the holidays by putting the tree up.”

(Wipe to the whole group backing slowly into view and hauling on a rope with teeth and hooves. It runs through a pulley attached to an overhead beam, and the other end is tied securely to the trunk of an uprooted tree that is being hoisted clear of the ground. They get it tied off, leaving the tree to dangle upside down, and smile up at the low-altitude boughs. Wipe to Ocellus reading from the scroll.)

Ocellus: “Thirsty? Dive into some holiday punch.”

(Wipe to the surface of a body of some deep pink liquid, whose tranquility is broken when she dives into it headfirst. She surfaces with a grin, the camera zooming out to frame her and the rest of the family bobbing/jumping in a natural basin of this stuff and laughing. The color gives it away as the punch described in Twilight’s list, and this scenario and their response to the “putting the tree up” suggestion indicate that they have taken her words a bit too literally. Wipe to a close-up of Ocellus picking up a wrapped gift box and passing it to her left; on the next line, cut to the five seated in a circle. This box and two others are passed from hoof to hoof, over and over.)

* Ocellus: “Just before bed, everypony exchanges gifts.”

(The passes continue for some seconds before she speaks up.)

Ocellus: (embarrassed) It doesn’t say how long we keep doing this.         

(Wipe to an extreme close-up of two short pieces of wood being nailed into place to hold two larger, red/orange-painted ones together.)

* Ocellus: “ And to finish celebrating, you can build a fire…” (The hammer is traded for a lantern.) “…light it up…”

(More such lanterns are produced and held up. This construction proves to be a facsimile of a large campfire built within a ring of stones.)

* Ocellus: “…and sing carols.”

Ocellus, Family: (singing, G major)                  Carols, carols, carols, carols, carols\

(They break off and laugh warmly over their unwitting literal-mindedness. Wavering dissolve back to Ocellus and Sandbar in the present.)

Sandbar: You might have misunderstood things just a little.

Ocellus: Eh. We may not have done everything exactly the way you do, but we made our own tradition. And I can’t wait to do it all again this year.

Smolder: If we ever get out of here.

Twilight: (from o.s.) Ocellus? (Cut to her and Gallus, standing at the open hallway doors.) Your turn.

(She paces away as a silent summons for the very nervous changeling to follow her and pass the returning griffon. Rainbow brings up the rear, flapping slowly behind Ocellus to usher her down the dimly lit hallway and into Twilight’s office; its doors close ominously behind them.)

Silverstream: (to Gallus) What happened?

Gallus: What do you think happened? I told her I didn’t do it. (Cut to Silverstream/Smolder/Yona.)

Yona: Ugh! (stomping; the room shakes) Yona tired of waiting! Yaks always home for holidays! (To Sandbar on the start of the next line.)

Sandbar: How do you celebrate Hearth’s Warming in Yakyakistan, Yona?

Yona: Yaks do not. Our holiday much better. Is called Snildar Fest. (Close-up.) Night before, yaks gather things to smash and put them in big pile. (brandishing rag) Then, in morning, we smash them! In afternoon, we smash them again! In evening—

Gallus: (from o.s.) So— (Cut to him, her, and Sandbar.) —it’s just about smashing stuff, like all your other holidays.

Yona: (offended) No! How griffon get that idea? This holiday about so much more. (smiling warmly) Last year, for example—most perfect Snildar ever.

(Wavering dissolve to an elderly yak couple tromping through the countryside under a steady snowfall. They are followed in turn by two calves, then a couple younger than the first, and finally Yona—her hair long and loose rather than braided. The sun has begun to set.)

* Yona: Whole family. Grandpa, grandma yak, Yona’s brother, sister, mother, father yak, all go to woods singing yak song.

Ponderous melody, slow 4 (E major)

Yona, Family:                 Yak song, yak song not very long, sing again

(They approach the edge of a forest.)

                                Yak song, yak song not very long, sing again

                                Yak song, yak song not very long, sing again

(Stop near a scatter of fallen logs, which she and her siblings inspect.)

* Yona: Calves and family pick out perfect smashing log. (They decide on one.) Then yaks smash it!

(With a chorus of savage yells, the whole clan joins in on battering the piece to splinters and throwing out enough powdery snow to fill the screen. Once the view clears, cut to an extreme close-up of a wall of snow getting an extra lump pressed into it by Yona.)

* Yona: Then yak family build perfect snow fort… (Long shot; they have put up a serviceable hut.) …and smash it!

(Hooves big and small waste no time in pummeling the structure from all angles, Yona stomping on the roof until the whole thing tumbles down in a gale of blowing snow that whites out the view all over again. After the haze clears, cut to a close-up of what might be an evergreen tree cut down and laid on its side, already bedecked with bows and tribal-patterned cloth bands. Family members add various items during the next line: a bow, a gold ring, a twig.)

* Yona: Then we hang perfect things on perfect moss pile and—

(Cut to the common room.)

Gallus, Sandbar, Silverstream, Smolder: (wearily) —you smash it.

Yona: (needled, brandishing rag) What you think yaks are, barbarians? (smiling) Moss pile is for special family rituals. Last year, ritual for Yona.

(The family at the forest’s edge again. Now the “tree” can indeed be fully seen as a sizable, lumpy pile of moss. Grandparents, parents, and siblings pack in tight around Yona.)

* Yona: All yak family gather around Yona…

(When they back off, her hair is in the long, straight braids she first sported upon arriving at the School.)

* Yona: …and braid Yona hair for first time.

(In close-up, she regards the style change with a joyful grin; behind her, the background dissolves to the common room.)

Gallus: (from o.s.) So, to recap… (Cut to him her, and Sandbar.) …your holiday is about smashing things and family.

Yona: Two most perfect things ever, put together! Happy Snildar Fest!

(She gets into the spirit by leaping onto the nearest bucket with a grunting laugh and crushing it to scrap wood. On the start of the next line, pan to frame Silverstream and Smolder.)

Silverstream: Happy Snildar to you too, Yona! (dropping her mop) It’s so cool to learn new traditions from new friends!

(Her attempt to emulate the practice only gets as far as knocking her bucket onto its side, her follow-up stomp and smacks leaving it quite intact.)

Smolder: Yeah. Well, one of these new friends has gotten us all in trouble, and they’d better confess soon.

Ocellus: (from o.s.) Sandbar? (Long shot; she has now returned.) Sorry, but they said they want you to go in next.

(The young earth pony lets his mop clatter to the floor and trots off.)

Silverstream: Why the rush to get home, Smolder? Like you said, dragons don’t really have holidays—do they?

Smolder: (shrugging) Meh.

Ocellus: (gasping, shocked) That’s so sad! You must do something in the winter for fun.

Smolder: Well, we do have the Feast of Fire. Everydragon gets together and tells stories. The best one wins a pile of gemstones.

Yona: Ooh! What story won last year?

Smolder: It was called “A Dream Come True.”

Silverstream: Come on! Now you’ve gotta tell it!

Smolder: (rolling eyes) Ugh, fine. (Silverstream calms down.) Once upon a time, there was this sad little dragon.

(Wavering dissolve to a barren, rocky plain under a torrential rainstorm at night. Zoom in on a large outcropping, at the top of which a tiny figure can be seen beneath an overhang as lightning bolts throw their harsh glare over it. A close-up picks out the occupant as a rather glum dragon with pink hide, green eyes, pale yellow underbelly and tail spines, a light orange-pink projection at the tail tip, and horns striped in these last two colors.)

* Smolder: Her name was Scales. She lived alone in the wilderness, with nothing to eat.

(Scales’ gut chooses this moment to voice its displeasure at being empty.)

* Smolder: But one night, as she sat alone in the storm, she heard something.

(Leaving the relative dryness of the overhang, Scales ventures to the edge of the plateau beyond it and finds a much larger, blue male flying up from below to look her straight on. His underbelly is pale blue, the lower surfaces of his wings are light green, the large horns are striped in yellow and light green, and the eyes are bright yellow with a faint green tinge. One hand carries the Bloodstone Scepter, the Dragon Lord’s badge of office, and he wears a dark skullcap topped with a cluster of red gems that match the one set in this item.)

* Smolder: It was the Dragon Lord! Scales was scared— (He speaks to her…) —but the Dragon Lord told her not to be afraid. (…and extends his free hand.) That he was taking her to the Dragon Lands for a great feast.

(The forlorn dragon allows herself a hopeful smile, places her hand in his, and is airlifted to a cave whose mouth glows with an inviting yellow light. Inside, she finds a trove of gems waiting for her and stuffs her mouth full; looking up from the mineral smorgasbord, she spots many other dragons eating their fill. All have gathered around a table with the Dragon Lord.)

* Smolder: Scales sat with the Dragon Lord’s family and friends and had the biggest, best dinner of gemstones she’d ever eaten. (One stands to tell a dramatic story, shadow standing tall on the cave wall.) Then, while the dragons were telling stories…

(With all eyes on the speaker, Scales casts a calculating eye toward the Scepter.)

* Smolder: …Scales thought it would be so easy to seize power from this feeble and sensitive Dragon Lord.

(The camera begins to zoom in slowly on the thoroughly distracted ruler during the end of this line.)

* Smolder: She saw her chance… (Back to Scales.) …and took it!

(A blast of fire issues from the determined mouth to white out the screen; snap to a long shot of the cave from outside, shafts of light lancing through the storm as the whole area shakes and a mighty belch of flame issues from the opening. Through the clearing smoke rises the tiny pink figure of Scales, carrying a gleaming red spot that can only be the Scepter—her power grab has succeeded. On the next line, its power washes over the form of the new wielder.)

* Smolder: She claimed the Bloodstone Scepter and took over the Dragon Lands—

(Scales laughs madly in Smolder’s voice; cut to the deposed Dragon Lord, huddled miserably beneath the overhang Scales had used—far too small to shelter more than a fraction of his bulk.)

* Smolder: —and forced the Dragon Lord to live out in the cold— (Scales hovers triumphantly over him.) —just as she used to.

(The yellow eyes slowly fill with tears, a crushed little moan rumbling up from the draconic throat as the Scepter’s great gem reflects in the slitted pupils. Wavering dissolve to Gallus/Ocellus/Silverstream/Yona in the common room, all briefly stunned into total silence by this tale.)

Ocellus: That’s a horrible story!

Smolder: Maybe to you, but dragons like hearing about weak, kind creatures getting defeated.

Rainbow: (from o.s.) Silverstream!

(Pan to the hallway doors, where she is hovering and Sandbar is making his way back in.)

Rainbow: You’re up!

(Cut to the hippogriff, who trades a most unsettled look with Yona.)

Rainbow: (from o.s.) Let’s go!

(Silverstream plods out, moving as if her hooves and talons are now filled with lead shot, and Rainbow follows her and pulls the doors closed.)

Smolder: (impatiently, to Sandbar) So, did you tell them you did it?

Sandbar: What?! No way! Why would I say that?

Smolder: You already live in Ponyville. Staying here over break is no big deal.

Yona: (suspiciously) School of Friendship good place for pony to have pony holiday. (Gallus and Ocellus close in.)

Sandbar: I’d still rather spend it with my family at home. (A thought hits him.) Oh! That reminds me! I have the best holiday story ever! It’s called…

(Wavering dissolve to him standing before a blazing fireplace and lifting a rag doll in his own image. Zoom out slowly.)

* Sandbar: …“The Day My Hearth’s Warming Doll Almost Fell Into the Fire.”

* Gallus, Ocellus, Smolder, Yona: (awed) Ohhhhhh!

(The camera shifts to within the fireplace, pointing out at him, an older stallion and mare reaching up toward the mantel, and a toddler filly. All are earth ponies, as seen when the two elders back away during the next line.)

* Sandbar: Just before we went to bed, my mom, my dad, and my sister all put our Hearth’s Warming dolls up on the mantel.

(Cut to the room on the end of this; the mantel is set with three dolls, and Sandbar prepares to add his. Holiday decorations and lights lace across the ceiling of the family home.)

* Sandbar: Just like we do every year. (It is set in place and starts to topple forward.) But this year, I put my doll too close to the edge… (He turns back toward it.) …and it fell!

(The action shifts to slow motion.)

Sandbar: (half speed) NOOOOOO!!

(Normal speed resumes with a cut to below the mantel, the screen blacking out as gravity drags the doll over the precipice and toward the camera. Snap immediately to the common room.)

Ocellus: (gasping softly) And? (Long paus.)

Sandbar: (casually) My doll hit the floor. (dramatically) But it could have gone in the fire!

(The four listeners’ enthusiasm drains away at the sheer banality of this ending.)

Smolder: (dryly) That’s a great story, and you told it really well.

Sandbar: (completely missing her meaning) Yeah. It was a Hearth’s Warming miracle.

(One door opens partway behind him so Rainbow can put her head in.)

Rainbow: Next!

(It swings the rest of the way to allow a slightly shaken Silverstream to return; cut to her passing Smolder and Yona.)

Rainbow: (from o.s.) Smolder, come with me.

(The dragon’s snarky attitude vanishes in a trice, replaced by genuine apprehension as she slumps her way out of the room.)

Rainbow: (from o.s.) Yona, Twilight’s waiting for you.

(Now the hirsute youngster looks as if wishing she could wrap herself up in her own blanket and vanish, but clomps out after Smolder. Rainbow ushers them out, pulling the door to behind herself.)

Ocellus: Last two. So if neither one of them confesses, that means… (Silverstream’s eyes pop.)

Silverstream: …we’re never going home!

(Fade to black.)

Act Three

(Opening shot: fade in to the remaining quartet.)

Ocellus: We’ll be here forever!

Sandbar: Beyond forever!

Silverstream: But I can’t miss the “Three Days of Freedom” celebration!

Gallus: (deadpan) How long does that last?

Silverstream: (smiling) It used to be only one day, but now to commemorate our escape from the Storm King, we’re adding two more days of awesome! (holding up a book) See?

Gallus: (puzzled) There’s a book? (Close-up of Silverstream.)

Silverstream: (nodding) Mmm-hmm.

(When she raises it again, a hippogriff and sea pony can now be seen on the cover, bodies curved to form a circle.)

Silverstream: Queen Novo had these made for the Mount Aeris Board of Tourism, to explain it all to guests.

(The blue eyes roll wearily in the griffon’s face before the view undergoes a wavering dissolve to a close-up of the book, which opens and flips pages as the camera zooms in. Stop when an illustration of sea ponies frolicking in the underwater realm of Seaquestria fills the screen. Throughout the following account, all movements have the feel of construction-paper figures being moved against a static background.)

* Silverstream: We’ll spend the first night in Seaquestria— (Tilt up to Mount Aeris, dark clouds and the Storm King moving in to threaten it.) —thanking the ocean for protecting us from the Storm King.

(A page is turned; now the sea ponies celebrate in the depths.)

* Silverstream: Sea dancing… (Two whales swim up.) …whale singing… (They vocalize a melody; another turn, and a mare and stallion exchange seashell necklaces.) …shell-stringing… (Laughter.) …lots of “ing”s.

(Another turn, to an image of the water’s surface; several sea ponies leap clear of it, instantly becoming hippogriffs and flying up to the shores at the base of Mount Aeris.)

* Silverstream: The second day will be on Mount Aeris.

(They gather around an immense bonfire; another turn shows them gamboling among the clouds as musical notes float up.)

* Silverstream: With sky dancing, and a wind song in the Harmonizing Heights to celebrate the Storm King’s defeat.

(Tilt up into the heavens as the sun rises, then flip another page to return the action to the shores—sea ponies in the water, hippogriffs hovering above it. Zoom out.)

* Silverstream: Then the third day, everycreature will party together, on land and sea. (More gather in.) Grandparents and parents and sisters, uncles, brothers, acquaintances, neighbors, and cousins.

(Flip to a long shot of the peak and the jubilant crowd at its base. Two simultaneous clock wipes turn day to starry night, one sweeping through the sky and the other across the water.)

* Silverstream: And at the end of the night…

(Flip to a gathering of hippogriffs, with Queen Novo presenting a wrapped gift to Silverstream front and center. It glows brightly as the student takes it on the next line.)

* Silverstream: …Queen Novo is gonna give out presents!

(The book closes itself and is pulled away from the camera, the background showing the common room to mark the end of her narrative. It is lowered out of view to frame a still-skeptical Gallus.)

Gallus: (shaking head clear) Wait, hold on. C-Cousins? What are those?

Ocellus: Your aunts’ and uncles’ children—you know, part of your family.

(Long, uncomfortable silence from Gallus, broken by Ocellus’s hesitant laugh.)

Ocellus: Ohhh! You’re teasing us again, right?

(The sound of the door opening precedes the return of a rather grumpy Smolder and Yona; cut to Sandbar.)

Sandbar: I’m guessing neither one of you confessed. (Door closes under his words.)

Yona: (sighing, stomping) Headmare Twilight say “wait here.”

Silverstream: (smiling hopefully) Maybe they’re changing their minds about sending us home!

Smolder: Why would they? Face it. We’re stuck here.

Ocellus: (crying) But-but…but I have to go home!

Silverstream: (tearing up) My mom makes the best kelp fritters!

Sandbar: (to Smolder) How can you be so cool about this? (Gallus mulls this over.)

Smolder: We’re mad. We just show it differently.

Sandbar: (peering closely at her) More like you don’t show it at all.

(These words get under the scaly orange hide, but before Ocellus can deliver a crusher of a comeback, Yona zips over and into Sandbar’s face.)

Yona: What pony getting at?

Silverstream: Maybe it wasn’t just one prankster! Maybe there were three of you—and you’re trying to hide your guilt by not being upset!

Ocellus: It does make sense. (Pan to Gallus.)

Gallus: Guys, stop it.

Smolder: (pacing) Or, maybe whoever did it is only pretending to be upset— (pointing at Ocellus) —to throw us off.

Ocellus: Me? But I didn’t!

Gallus: Come on, let it go.

(The other five do nothing of the sort, instead launching into volley on volley of recriminations. Sandbar speaks up over the tumult.)

Sandbar: Come on! Ocellus, you know you did it! (crossing to face her down) Just fess up!

(The accusations fly for several more seconds until Gallus has had quite enough and too much, clapping talons to temples before shooting into the air.)

Gallus: I said, stop fighting! (Instant dead silence.) That’s not what the holidays are about, no matter what you call them or how you celebrate!

(Chastened looks pass among the five as he touches down on the befouled carpet.)

Gallus: (slowly losing composure) D-Do you know how lucky you all are? With your stories about sharing and-and kindness and getting together with everycreature that you care about?

(He turns away and covers his eyes.)

Ocellus: But…griffons do that too, don’t they?

Smolder: Some holiday about a moon? (Gallus uncovers his face.)

Gallus: (sighing wearily, turning to them) Blue Moon Festival. The one time of year when griffons are nice to each other—well, as nice as we can be.

(Wavering dissolve to a table fashioned from a broad tree stump, within a house in Griffonstone. Sunset is visible beyond the windows, and Gilda brings over a platter of scones. Three of the four stools are occupied by Gruff, Gabby—the excitable female who visited the Cutie Mark Crusaders in “The Fault in Our Cutie Marks”—and a young griffon, and a large serving bowl filled with gruel sits in the center of the table.)

* Gallus: Families get together to eat and then complain about the food— (The other three grumble and/or glare at the culinary offerings.) —and give each other presents they don’t like— (Gilda sets the scones on the table, any good cheer gone.) —and mostly just try not to yell at each other.

* Silverstream: Well—

(Cut to her in the present time.)

Silverstream: —at least you get to be with your family.

Gallus: (from o.s.) No. (Her face falls; cut to him.) Because I don’t have a family.

(Wavering dissolve back to the dysfunctional dinner. The general mood has brightened a few notches, and Gilda and the youngster are chomping into the scones.)

* Sandbar: What about Grandpa Gruff?

(Gabby leans eagerly across the table, but backs off slightly at Gruff’s reproving glare as the camera zooms out beyond a window. Gallus is out here, staring forlornly in at the quartet.)

* Gallus: That’s just his name. He’s not anygriff’s actual grandpa.

(Longer shot: he turns away from the scene and trudges away past the snow-blanketed houses as the camera zooms in on him.)

* Gallus: I felt like I never had a place in Griffonstone.

(Around his moving figure, the background dissolves to the common room to leave him approaching the window. He sits to gaze out through the panes as the others watch from a respectful distance.)

Gallus: Then I came here and, well— (Cut to them; he continues o.s.) —met all of you. (All six again.) So I don’t want to go home for the break. And that’s why… (with sudden resolve) …I did it!

Yona: (gasping in shock) Griffon mess up decorations?

Gallus: (reluctantly) Yeah, it was me. I put goo powder in the Fire of Friendship.

(Deep, incredulous gasps from the others.)

Sandbar: So it wasn’t Ocellus? (She gives him a brief, funny look.)

Ocellus: (to Gallus) Why would you ruin things for us?

Gallus: I didn’t plan to. I just figured if I made a mess, our teachers would make us stay to clean up—be together a little longer.

Smolder: (sourly) Well, it worked, didn’t it?

Gallus: Better than I thought. (pacing) And when Headmare Twilight threatened to cancel winter break, that meant I would get to be with all of you the entire holiday. That’s why I didn’t confess.

Sandbar: So why are you admitting this now?

Gallus: I hated seeing all of you fighting and—and blaming each other. That’s the opposite of what all your holidays mean—except maybe yours, Smolder.

(Pan to Smolder, who opens her mouth for a retort but shifts into a “point taken” smile and shrug instead, then back to Gallus.)

Gallus: I can’t keep all of you from the happiness of your homes and families just because I feel bad. (Downcast looks pass among the other five.) I’m sorry. Don’t worry. You won’t have to tell our teachers. I will.

Twilight: (from o.s., gently) You don’t have to.

(The blue eyes go very, very wide at the sound of these four words; he glances back toward the now-open hallway doors, the camera panning to frame Twilight, Rainbow, and Spike looking on with warm smiles.)

Twilight: We already know. (Gallus grimaces and sheepishly scratches an itch under his chin.)

Rainbow: We kinda guessed it was you. But we wanted to give you the chance to tell the truth.

Twilight: I’m proud that you did, and I’m glad to see you’ve been paying attention in Professor Applejack’s honesty classes. (Cut to him on the end of this sentence, then back to the three as he crosses to them.) But you’re still gonna have to make amends and stay over break for extra friendship lessons—by yourself.

(He has barely let his head drop in resigned acceptance before Silverstream is at his side with a smile.)

Silverstream: I’ll stay with him. (His spirits rise; the next three speakers step up one by one.)

Ocellus: Me too!

Yona: Yona stay also.

Sandbar: I’m staying.        

(By this point, the beaked blue face is displaying a full-tilt grin. All five pairs of eyes shift inquisitively toward the missing sixth; cut to Smolder, who regards them impassively with arms folded.)

Smolder: (shrugging) What? (Pause; she drops the act) All right. I guess pony holidays can’t be that bad. (She crosses to them.)

Sandbar: (to Gallus) Now you can finally know what it’s like to spend Hearth’s Warming with friends who care about you.

(They gather in for a six-way hug; cut to Twilight and Rainbow.)

Rainbow: (aside, to Twilight) Looks like they don’t really need any extra lessons.

Twilight: (addressing group) Since you obviously know that Hearth’s Warming is about coming together, I’d be honored if all of you would join my friends as guests at our holiday table.

(Amazed gasps are followed by a round of joyous cheers.)

Twilight: After we finish cleaning up.         

(The feeling of bonhomie is not reduced one whit by this fiat; in fact, they continue to voice their enthusiasm as they hop to it. Dissolve to a close-up of a patch of purple slop on the floor as Sandbar drops a sponge into it from his mouth and begins to scrub. Tilt up to frame his face.)

Sandbar: Hey! This reminds me of another story! (dramatically) The time I almost spilled grape juice on the white couch! (Elsewhere, Ocellus and Smolder are back at work cleaning as well.)

Smolder: (eagerly) Does it have a depressing ending?

Ocellus: I’m not sure pony stories work that way.

(Gallus attacks a spot as Yona crosses to him.)

Yona: (hesitantly) Um, Gallus want Yona braid feathers?

Gallus: Uh…pass. (Silverstream makes her way to them, working a mop.)

Silverstream: (singing, E major)                Hearth’s Warming Eve is here once again

(Cut to the exterior of the School, room and holiday lights glowing invitingly under a deep purple night sky. Zoom out slowly and fade to black.)

FRIENDSHIP UNIVERSITY

Written by Chris Wyatt, Kevin Burke

Produced by Devon Cody

Story editing by Nicole Dubuc, 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 Starswirl the Bearded standing on a desert mesa at sunset, a picture postcard and quill held in his magical grip so he can write a message.)

Starswirl: (voice over, dictating) “Dear Twilight…”

(As he continues, a dissolve shifts him to a snow-blown path leading up a steep mountain under an ice-blue sky, camping gear piled on his back.)

Starswirl: (voice over) “It is difficult to express how grateful I am to you—” (Tilt up to the peak.) “—for teaching me the power of friendship.”

(Glancing back down the trail, he spots a second stallion struggling to move and ultimately collapsing under the weight of his own possessions. The old unicorn quickly fires up his horn to float the load away and helps the other pony upright.)

Starswirl: (voice over) “You would think after more than a thousand years, there would be nothing left to learn.”

(The two resume their ascent and are soon planting a flag at the summit and trading a high five in short order. A wisp of cloud blows past the camera; behind it, the view wipes to an extreme close-up of a patch of water being broken up as an oar is thrust into it. A longer shot on the start of the next line puts him and Tree Hugger on a raft together during the day, paddling down a river; both wear life jackets and helmets.)

Starswirl: (voice over) “And yet, even a pony as old as I—” (Tree points ahead, her sudden panic spreading to him.) “—can continue to be surprised—” (Zoom out quickly; they are headed for a waterfall.) “—by how much there is to know.”

(A flash from his horn teleports them both safely to the bank, leaving the raft at gravity’s mercy, and they celebrate their escape with a sedate tap of pasterns. Now a paintbrush swings across, triggering a wipe to a long shot of a dock at which Starswirl and another pony have set up easels side by side to do a little painting. He is back in his belled robe and hat now. Zoom in and cut to just behind his shoulder; he steps aside, revealing a simplistic rendition of a passing sailboat, and his eyes pop as he glances in his companion’s direction. Pan to frame the other painter as a light gray earth pony stallion whose long, thin, dark mustache sweeps dramatically up and outward to either side from beneath his nose. He steps away after applying a few last touches from the brush in his mouth, showing a much more detailed—and slightly surrealistic—vision of the boat. After a searching look at the sheepish wizard’s effort, he offers a big smile around the brush handle and Starswirl grins in reply.)

(Dissolve to a close-up of Twilight Sparkle, holding his postcard in her aura.)

Twilight: (reading) “I hope you find these postcards enjoyable, and I look forward to seeing you again, though I can’t say when my journey will be complete. Your friend, Starswirl.”

(She floats the card up; cut to a close-up of it being taped to a pane of glass, then zoom out to a long shot. She is in her office at the School of Friendship, seated at her desk, and this message is now one of dozens stuck to the window and display cases behind her. Rarity sits across from her on a stool.)

Rarity: It must be gratifying to have your idol writing to you about the friendship lessons he’s learning.

Twilight: I’m not sure I’ll ever get used to it. Of course, if he really wants to learn about friendship, he could just come to our school.

(She is interrupted by the sound of the doors opening; cut to frame them. Cozy Glow has put her head in from the hallway.)

Cozy: Professor Sparkle? The mail pony just came with…uh, a few things.

(She pushes the doors fully open to reveal a stack of papers on her back and several crates of considerable size stacked up behind her.)

Rarity: (eyes shining) Ooh! The sewing machines I ordered for my class!

(She is off and across the room like a shot to caress the bottommost crate lovingly.)

Cozy: These came too. (removing papers, holding them out) I wasn’t sure what to make of them.

(Twilight lifts them away with her magic; now out from behind the desk, she pulls off the top sheet and runs an eye over it. Meanwhile, Rarity uses her own field to pull one crate into the office and yank off one side panel. Inside is a sewing machine.)

Rarity: These machines were costly— (Close-up.) —but I am quite certain the friendship lessons I can teach my students with them will be invaluable.

(Sigh from the o.s. Twilight; cut to her, eyes constricted and brain completely locked up, as Rarity approaches.)

Rarity: (hoof across Twilight’s shoulders) Oh, don’t worry, darling. I’ll think of something. And I didn’t use the School funds to buy these. I made the purchase entirely with my own bits.

Twilight: It’s not that… (shoving paper into her face) …it’s this!

(The white unicorn exerts her own hold over the notice and pulls it free, finding a design of a pink heart on a vertical gold banner ringed by gold ribbon.)

Rarity: (reading) “Why waste your time at a friendship school that’s just a school?” (Cozy steps in for a look.) “Learn everything they teach and more—” (incredulously) “—at Friendship University”?!

(Twilight grimaces as the view snaps to black.)

OPENING THEME

Act One

(Opening shot: fade in to Twilight and Rarity trotting along a hallway, Twilight levitating the flyer again.)

Twilight: Who would open another friendship school? (Close-up of the two.)

Rarity: Oh, pfft! I’m sure it’s nothing to worry about. You’re the Princess of Friendship. (taking flyer) What could this other school possibly offer?

(The next words bring them up short, the camera zooming out to frame students reading their own copies with great interest. The core six have gathered in for a huddle.)

Smolder: It isn’t just another friendship school. (Cut to within their knot, the camera pointing up at their faces.) It’s a university!

Ocellus: (looking over one held up by Gallus) It says they teach the same lessons of competing schools in half the time.

(The hallway again; Twilight and Rarity have taken cover behind a column to eavesdrop.)

Ocellus: (hovering briefly) That’s twice the learning!

Gallus: And it’s in Las Pegasus? If Professor Rarity lets us skip her sewing class… (hovering) …ROAD TRIP!

(He leads his five chattering classmates away at speed; behind the column, though, both mares are more than a bit bewildered.)

Rarity: I think we need to look into this school.

(Dissolve to them standing in a Las Pegasus thoroughfare, minds still jammed up. The camera is positioned at the top of a flight of steps and aimed down at them.)

Rarity: I don’t like to judge solely on appearances, but…

(Long shot of them and the building they are facing: a gaudy affair trimmed in lights, with a sign depicting an open book mounted above the front entrance—the campus of Friendship University.)

Rarity: …what kind of friendship school is this?! (A passing unicorn stallion floats a brochure to her.)

Stallion 1: Only the best friendship school in the west…

(Close-up: he wears a white golf shirt and a sweater knotted around his shoulders.)

Stallion 1: …and maybe all of Equestria!

(He hurries up the stairs, followed by a whooping throng of prospective students who very nearly trample Twilight and Rarity into the cloud pavement. Cut to just inside the open front doors as they poke their heads in, then zoom out as they enter. A sizable crowd has gathered in a lobby, before a stage on which two lecterns stand, each equipped with a microphone. The two visitors ease their way up to the front row; close-up of them.)

Twilight: There’s more ponies in here than at our whole school! Who is running this place?

(The clunk of a switch being thrown punctuates the sudden dimming of the lights.)

Voice of Flim: (amplified) Welcome, friends! (Two spotlights sweep over the lecterns.) You are about to embark on a journey of amazing magnitude! One that will change your lives forever!

Voice of Flam: (amplified) Prepare yourselves to embrace a new path and become students of…

(On the end of this, the beams’ focus shifts to center stage and the brothers’ boater-hatted silhouettes become visible behind the featureless backdrop. They burst through and slide toward the crowd on their hocks.)

Flim, Flam: …Friendship U!

Twilight: (disgustedly) Flim and Flam. Of course!

Melancholy string/accordion melody, slow 4 (F minor)

(Flim, alone, stands up and sits down again.)

Flim:                If you’re alone and you can’t make friends, we understand your plight

(Flam crosses and helps him up.)

Flam:                Until now, there was just one way your friendships could take flight

(Flim pulls down a misty image of the School like a windowshade, hiding them both from view.)

Flim:                There is a school real far away that’ll teach you what to know

(He steps into frame, brushing the haze away, and a set of saddlebags lands on his back.)

(spoken)        But if you live here, you couldn’t stay

(Teary-eyed pout as Flam ushers him away.)

Flam:                You’d learn you have to go

(The lights come up on the room.)

Crowd: Awww…

Light string melody, fast 4 (B flat major)

(The picture is rolled back up to leave the unicorns on the stage again, Flim no longer wearing the bags.)

Flim:                         Now there is an alternative to all of that adversity

Flam:                        Not just a school, I’ll have you know

(Zoom out. Two gold banners now hang at the back of the stage, each depicting one brother; between them, a sheet unfurls itself, revealing the school seal from the flyers, as they drop to their hocks.)

Flim, Flam:                But a whole university

Jaunty march

(They leap down to the floor and trot through the crowd.)

Flim, Flam:                At Friendship U, our aim is true

(A snow globe containing the Ponyville town hall is knocked off a model of Las Pegasus.)

                        In a city, not some backwater

(Flim passes a diploma to a stallion, while Flam spins in him in place to leave him clad in a graduation gown and mortarboard cap.)

                        You’ll learn the things you need to know at our new alma mater

(Flim zips to his lectern.)

Flim: That’s it, everypony! You heard correctly!

Flam: (pulling a mare close) Friendship U, the one and only university of friendship!

Stoptime; strings/flute/glockenspiel only

(A blackboard eraser is swept across the screen; behind it, wipe to several graphs chalked up on the slate surface, the camera shifting from one to another.)

Flim: (spoken in rhythm)                         As you can see, we’re a success by any kind of stat

(A simplified image of Twilight appears in a poof of chalk dust.)

Drawing Twilight: (spoken in rhythm)         That may be so, for all I know, but I still smell a rat

Stoptime ends

(A gesture from Flam draws all eyes to the corporeal Princess, at the center of the room and surprised at the sudden attention.)

Flam:                                        Everypony, looky here, that other school’s headmare

(Flim crosses to her and throws a foreleg across the violet shoulders, followed soon by Flam on her other side, and they lift her off her hooves to her consternation.)

Flim:                                        Her presence is a testament to the mutual respect

Flim, Flam:                                We share

Twilight: What?! No, it isn’t! (They let her drop and address the crowd.)

Flam:                                         It really is the final piece to make our work complete

Flim: (bowing)                         To have the Friendship Princess bless our school is

     such a treat

(She cringes away behind a wing as he offers a bouquet.)

Flam: (now o.s.) We’re so honored!

Full instrumentation in

(They begin to march, leading others to fall in.)

Flim, Flam:                                        At Friendship U, we teach to you

(spoken; Flam points at Rarity)                And you

(A worksheet floats across the screen in their field; in short order, each new enrollee gets one.)

                                                All of our friendship knowledge

(One gets a stack of textbooks passed to her by Flam and is shown one half of a clock face snapped in two; the hucksters return to the stage, on hocks and doffing hats.)

                                                You’ll learn it all in half the time at the one and

     only friendship college

(The boaters go back on the red/white-maned heads as they stand up.)

Twilight: But how can anypony learn friendship in half the time?

Flam: Our coursework is so accelerated, to take longer would be a crime!

(On the second half of this line, he and Flim pull a set of jail-cell bars down behind themselves, the camera cutting briefly to their side as they finish and framing the rather confused spectators. A book drops into view and lands in the hooves of a stallion, who begins to read intently. Flim slides up alongside, now wearing eyeglasses; he floats a magnifying glass over a passage and changes one word.)

Flim:                        The lessons that we teach have been reviewed and checked and edited

(Flam pops up in extreme close-up and backs away; they are both onstage again, Flim without the specs and the blockade of bars gone.)

 Flam:                        Which might explain why our new school’s

Flim, Flam:                About to be accredited

(Cannons on the floor at either end of the stage blast confetti and streamers into the air as cheers rise from all sides.)

B major

Flim, Flam:                At Friendship U, oh, yes, it’s true

(Twilight scowls silently among the jubilant ranks.)

                        Even the Princess of Friendship agrees

(They now stand amid stacks of papers, each floating and rolling one as scrolls rain down.)

                        The only place in Equestria to give out friendship degrees

(When the view clears, they have been replaced by capped/gowned ponies, who waste no time in throwing their headwear toward the ceiling in celebration.)

Flam: (winking) Yeah!

Modulate to A flat major

(The crowd begins to chant “Friendship U!” in rhythm, continuing under the next line.)

Flim: That’s it, everypony! Let’s hear it! Tell us again why it’s the best!

(Now the chant stops and the ponies all sport blue/white/gold attire with the Friendship University seal—jackets, cheerleader outfits, pennants—and cavort throughout the lobby as two pegasi fly a banner set with the mark overhead. By the time they clear out, five cheerleaders have formed a two-level base for the natty unicorns to stand on.)

Flim, Flam, Crowd:                It’s the only university of friendship, too

(Zoom in to a close-up.)

Flim, Flam: (winking) Yeah!

Song ends with a stinger

(Cut to Twilight and Rarity, both thoroughly unconvinced of the legitimacy of this enterprise.)

Twilight: Accredited? (Zoom out; Flim and Flam cross to them.)

Flam: It means “officially recognized or authorized.”

Rarity: We know what it means—but who would accredit this place?

(The brothers trot proudly out of the way; cut to the next speaker, advancing smugly through the crowd, on the start of the following.)

Chancellor Neighsay: Why, the EEA, of course.

(Recall that he refused to grant accreditation to the School and went so far as to shut it down in “School Daze.”)

Twilight: Chancellor Neighsay?!

Neighsay: The Equestria Educational Association has taken an interest in institutions that teach friendship in a pony-first environment. Surely you didn’t think your school has a monopoly on the concept?

Rarity: (pointedly) Well, she did write the book on it.

Neighsay: (disdainfully) Ah, yes. How to teach friendship to creatures who will one day use it as a weapon against us!

Twilight: How could they use friendship as a weapon? (Neighsay leans into her face.)

Neighsay: You tell me. It’s your book. (pacing to Flim/Flam, tapping hooves with Flam) Meantime, this university appears to be a promising option for ponies who prefer to stick to the EEA book on the subject.

Twilight: You can’t be serious! They’re obviously up to something! It’s Flim and Flam!

(Both slick stallions recoil as if she had just accused them of stealing the Nightmare Night candy from every foal in Equestria.)

Flim: (gasping, as both tear up) Well, that certainly wasn’t friendly.

(Both end up sitting on their haunches by the end of this, then stand up with oily smiles during the next line.)

Neighsay: One would think the headmare of a school of friendship, albeit an unaccredited one, would behave differently—unless she was trying to undermine the competition, hmm?

(The crowd voices a collective gasp of horror and takes a step back from the Princess.)

Twilight: I—no! What? I am not!

Mare: I did think the Princess of Friendship would be friendlier.

Flam: Now, now, fillies and gentle-colts! Let’s show the Princess just how friendly we are— (levitating several papers) —by signing up for some classes!

(A table is promptly maneuvered into one corner of the lobby, and he and two thick stacks get behind it just in time for an excitedly talking multitude to line up. Pan to a satisfied Flim and Neighsay, and an uneasy Twilight and Rarity, back past the end of the queue.)

Flim: (to Neighsay) Why don’t I show you around?

(The stallions trot off, leaving the mares to exchange bewildered glances. Wipe to the former walking one of the hallways and stopping as the latter gallop to catch up.)

Twilight: (to Flim) I’m sorry, but approval from the EEA won’t convince me that this school is what you promise.

Flim: And what would it take to convince you?

Twilight: Well, somepony whose opinion I respect, for one.

Flim: Really? Somepony like… (magically opening the nearest door)…this?

(Cut to just within the doorway as all four peek in around the frame, the fast-talking unicorn gesturing confidently inside. Twilight and Rarity voice a double gasp of complete shock before the camera shifts to frame the occupant—Starswirl himself, seated at a table stacked with books and papers. He sets down the quill held in his magic and looks up with a smile.)

Starswirl: Twilight?

Rarity: Uh-oh.

(Fade to black.)

Act Two

(Opening shot: fade in to a longer shot of this space, now seen to be a classroom, as Twilight, Rarity, and Flim cross the floor to Starswirl.)

Twilight: Starswirl? What are you doing here?

Starswirl: (floating up/replacing a sheet) Why, studying friendship at Flim and Flam’s wonderful school.

Rarity: Oh, please. I think I know a disguise when I see one. (moving closer) Take off that ridiculous beard…FLAM!!

(She throws her horn into gear and proceeds to yank heartily on the white/gray strands rooted in his chin, but gets only a pained yell for her trouble. Now Flam and Neighsay arrive at the room.)

Flam: How’s it going in here?

(The proper answer would be along the lines of “not very well at all.” Rarity gives up her full frontal assault on Starswirl’s beard, letting it snap back so he can massage a little feeling back into one cheek with a groan.)

Starswirl: I-It’s really me.

Neighsay: (floored) I’d heard rumors you’d returned, but I didn’t believe it until now. (smiling) And if a pony of your stature is studying here, there really isn’t anything else I need to see.

(He shifts position to stand a bit closer to Flim and Flam.)

Neighsay: (touching Flam’s shoulder; both brothers raise their chins proudly) I, Chancellor Neighsay, hereby confer upon Friendship University complete and unreservéd EEA accreditation.

(The siblings throw congratulatory smiles to one another, then condescending ones to their adversaries.)

Twilight: (crushed, crossing to Starswirl) I…I don’t understand. Why would you come here and not my school?

Starswirl: My travels brought me to Las Pegasus. I didn’t come for the school, but Flim and Flam convinced me to try it out. (Pan from the pair to Twilight on the next line.)

Twilight: You can’t trust Flim and Flam! They tried to con the Apples out of their farm! They sold fake health tonic! They run a resort in Las Pegasus!

(Referring to “The Super Speedy Cider Squeezy 6000,” “Leap of Faith,” and “Viva Las Pegasus,” in that order.)

Flam: Technically, our resort is a legitimate business. (Twilight throws him a nasty look.)

Starswirl: (circling to her, touching a shoulder) I spent a thousand years thinking the worst of a bad pony. You taught me to look for the best in him. Whatever Flim and Flam’s past may be, starting this school shows they want to change for the better.

(The “bad pony” in question is Stygian, who broke free of the Pony of Shadows in “Shadow Play.” Flim and Flam tack on big wholesome grins and lean against each other, the mustachioed unicorn throwing a foreleg across his clean-shaven brother’s shoulders, but Twilight does not buy the act for a moment.)

Twilight: (to Starswirl) I wish I could believe that.

Starswirl: Besides, what’s untrustworthy about opening a school of friendship? They don’t even charge for classes.

Twilight: I don’t know, but I know they’re up to something. And until I find out, I’m begging you—come to my school instead!

Neighsay: I understand feeling threatened by competition, but my word, Princess. (contemptuously) I wonder if the ill manners of the creatures at your school aren’t contagious. (turning to door) I think I will take my leave before I become infected.

(As he strides away, the two proprietors shoot nasty little smiles toward Twilight.)

Starswirl: Twilight, I promise I’ll visit your school soon. But for now, perhaps it’s best if you return there.

(Any remaining fight and all the air go out of the winged unicorn in record time. Wipe to her and Rarity rounding a corner in the hallway.)

Twilight: You don’t think they’re running an actual friendship school, do you?

Rarity: Darling, of course not— (fiercely) —which is why we have to investigate.

Twilight: But we can’t go poking around the school! Everypony’ll think I’m still just threatened by the competition.

Rarity: (slyly) Only if we do it as ourselves.

(The smile that comes across Twilight’s face tells how well she is beginning to catch on. The designer magically pulls a door open, showing a supply closet on the other side, and enters while beckoning for her friend to follow. Just after the door shuts behind them, a clock wipe shifts the view to a floor-level close-up as it swings open again. Rarity steps out, framed from chin to hooves and with her appearance radically altered. Short-sleeved pink sweater over a long-sleeved, pale yellow dress shirt whose front has been left unbuttoned; light blue shorts that cover her cutie mark and match the bandana knotted around one hind leg; artfully unkempt mane/tail. Tilt up to frame her face as she kicks the door shut, framing the light blue baseball cap turned backwards to cover part of the purple mane.)

Rarity: In these disguises, we could pass as students at our own school! (Zoom out slightly to frame the entire door.)

Twilight: (muffled, from inside closet) I don’t know, Rarity.

Rarity: Ah-ah! What did I say about using our real names?

(The door flies open under Twilight’s control and out she comes—wearing a patch over one eye and a singularly sullen expression. Pasted over the pink/white/stars on her haunch is a yellow sheet of paper that bears a drawing of a smiling pony face with one eye covered.)

Twilight: (pointedly) Sorry, Plainity, but I’m pretty sure this…  (pointing to eyepatch) …isn’t enough of a disguise.

(The door closes just before the stallion who accosted them by the front steps in Act One happens by. Rarity adopts a blasé expression and lower-than-usual vocal pitch in her new Plainity persona and begins chewing gum.)

Stallion 1: Hey, strangers! Are you two new here! (Rarity blows and pops a bubble.)

Rarity: We sure are. Completely new.

Stallion 1: (jumping in place) Great! (trotting away) See you in class!

(Once he is out of earshot, Rarity trots giddily in place and lets off a little squeal, resuming her own voice.)

Rarity: Now, I’ve read enough Shadow Spade to know the key to going undercover is rehearsing your backstory. (clearing throat, as Plainity) I’m Plainity, and I love bland-o normal stuff. No frills for me. (as herself, brightly) Okay! (Laugh.) Your turn.

(Twilight lets off an annoyed sigh.)

Twilight: My name’s Eyepatch. (pointing to that item) I have an eyepatch.

Rarity: (first word singsong) Perfect! Now, how do we start our investigation?

Twilight: I think we should split up. You enroll in some classes and find out what they’re actually teaching. I’ll look around and see what I can find—assuming I’m not recognized.

(Dissolve to a full classroom, the camera aimed at neat rows of tables that accommodate two students each, and zoom out slightly to frame the open floor area in front of them. Rarity is sitting in the front row. Flam slides into view on his hocks to face them, tipping his hat and standing up on the start of the next line.)

Flam: Welcome, newest students! Let’s dive right in, shall we? One of the most important elements of friendship is being thoughtful. True or false?

(Hooves go up all over the room and voices clamor for attention until Flam indicates Rarity.)

Rarity: (as Plainity) If by thoughtful, you mean generous, I’d say “true.”

Flam: (jumping happily) Correct! Ha-ha! (circling to stand behind front desk) It was a trick question. Very impressive, Ms. …?

Rarity: Plainity.

Flam: Well, well, well, Ms. Plainity. Keep it up and you’ll be ready for our next level in no time!

(Awed gasps from her classmates throw her for a split second, but son enough she is reveling in the attention. Up front, Flam is now leaning back in the chair behind his desk.)

Flam: Now, let’s see if you can demonstrate for the class. What’s something generous you could do for me right now?

(A moment’s thought spurs Rarity to dart out of her seat and up to him, a bowl of grapes and a pillow floating under her power. The second item is tucked in behind his head, and individual grapes are picked off the stems and deposited into his mouth one by one for him to eat.)

Flam: Class, Plainity here is now my star pupil. (sitting up) If any of you want a chance at studying with Starswirl, I’d take notes on her every action.

(Pencils begin scratching feverishly across notepads as Rarity allows herself a self-satisfied little smile. Cut to a close-up of a pair of doors, one of whose knobs is seized by magic and swung open a bit. Twilight peeks into this dimly lit space from the hallway beyond.)

Twilight: Hel-loooooo? (nudging door farther) The door’s open, so I’ll just assume it’s okay to come in and look around—

(Her perspective, panning slowly across the room she has entered—an office with two facing desks/chairs. Separate portraits of Flim and Flam hang on the far wall, with a clock between them.)

Twilight: —unless somepony says it’s not. (Pause.) All right, then.

(The entrance again; she steps cautiously across the threshold, uses her magic to ease the door closed, and takes up a position between the two desks. A paper is then levitated up from one of them.)

Twilight: (reading) “The Element of Laughter and Its Applications.” Okay, that seems pretty genuine.

(A page is brought from the other desk for study.)

Twilight: (reading) “When to Support Your Friends’ Decisions and When to Talk Sense.” Hm. That’s actually kind of interesting.

(Setting these two aside, she snags a third with horn-power and gives it a look.)

Twilight: Aha! (reading) “Friendship University’s true goal…” (deflating) “…is to help friends become better friends”? (moaning, shifting stacks, looking under them) Where’s the proof that it’s all a scam?

(Cut to the doors on the start of the next line; Flim and Flam have slipped in, Flam dropping to his haunches and with a camera on a jointed holder around his neck.)

Flam: There isn’t any!

(All the office lights come on in response to a clap of his front hooves, and one brother’s field yanks the eyepatch off her stunned face just before the camera’s flash whites out the screen. Snap to Flam, who lowers the device as the picture slides out of its slot, then cut back to Twilight trying to rub her eyes clear; she has set the piles of papers back on the desks by this point.)

Flim: (indignantly, crossing to her) Twilight Sparkle? Did you really think an eyepatch was enough of a disguise?

(He is the one who tore it away.)

Twilight: (very snarky, grabbing/tossing it with her aura) No, I didn’t.

Flam: Well, then, we agree that everypony will recognize the Princess of Friendship in this photo of you sneaking into our office.

(On the second half of this, he levitates the snap—she has been caught in the act, in full color and with both panicked eyes on display.)

Flim: I can see the headline now. “Princess of Jealousy, Twilight Sparkle, bent on ruining her competition.”

Flam: (crossing to them, camera gone) So sad. A news story like that would destroy your reputation. (Twilight’s eyes pop.) Nopony will want to go to your school after that!

(The caught-out Princess chews her lower lip fearfully, finding herself caught on the uncomfortably sharp horns of the dilemma created by her own actions. Zoom in slowly and snap to black.)

Act Three

(Opening shot: fade in to Twilight as Flam leans into her face. She has shed her fake cutie mark.)

Flam: (levitating photo) Just wait until the papers get ahold of this! (Flim takes his place on her other side.)

Flim: “Princess Unhinged.” It’ll be the talk of Equestria. (Starswirl enters the office.)

Starswirl: Well, gentle-ponies— (floating in a tower of pages) —I’ve finished another stack! The lessons in these worksheets are quite fascinating. (noticing Twilight) Twilight, what’s going on here?

Flim: (throwing foreleg around her shoulders, twirling eyepatch) Oh, just your protégé getting caught snooping in our office in disguise! (under his breath) Well, sort of.

Flam: (reprovingly; Flim backs off) Oh, honestly, Princess Twilight, envy does not look good on you.

(He adopts an appropriately shocked expression while hovering the photo for Starswirl’s consideration; Flim, on the other hand, aims a “gotcha” smile at Twilight.)

Twilight: I’m not envious! (to Starswirl) I know these two are up to something. I’m just trying to find out what.

Starswirl: The only pony I see who’s up to something is the pony in this picture—and it is not the Princess I know. (He exits.)

Flim: Well, it’s about to be the Princess all of Equestria knows.

Flam: Unless…you decided to drop the whole “uncover the scam” thing. (He shifts the picture to dangle in front of her face.)

Flim: Then we’ll rip this silly picture up and not let it completely and utterly ruin you and your school.

(She can only voice a pitiful little moan in reply. Dissolve to a knot of students in a hallway, with the top of Rarity’s head just visible at its center.)

Rarity: (as Plainity) You can be generous with all sorts of things. (Close-up.) Gifts, compliments, your time.

(Excited murmurs race through the spectators as they take notes and disperse, leaving a clear approach for an extremely hacked-off Twilight.)

Rarity: (as herself) Hey, Eyepatch! Where’s your eyepatch? (Gasp.) Was your cover blown?

Twilight: You could say that. Flim and Flam took a picture of me sneaking into their office.

Rarity: Were we wearing our eyepatch?

(That question earns her a glare that might translate as “are you kidding?”)

Twilight: (pacing) If I don’t stop investigating, they’re gonna tell everypony that I’m trying to sabotage their school because I’m jealous.

Rarity: But—but—but that’s ridiculous!

Twilight: I don’t know. Maybe I am just upset that Starswirl came here instead of my school.

(Students pass in both directions, carrying stacks of papers on backs and in fields.)

Twilight: Flim and Flam may have turned over a new leaf. We should probably just go home.

Rarity: (touching her shoulder) Twilight, you are not the kind of pony to let your emotions cloud your judgment. If you think Flim and Flam are up to no good, you can’t give up— (laughing) —even if their lessons really are impressive.

Twilight: (surprised) Wait. What?

Rarity: (increasingly caught up) Which reminds me. Can you get a message to Spike? I want to return those sewing machines. I need the bits if I’m going to keep advancing here. (floating a bundle of sheets from behind herself) Tuition’s free, but the worksheets sure aren’t! (Laugh.)

(Something clicks under the pink/purple/blue mane, and Twilight glances around herself to see every student in sight hauling a load of them.)

Twilight: Flim and Flam are charging for these?

Rarity: Well, they have to cover expenses. And Flam insists that everything extra goes to improving the school and—

(The newfound enthusiasm disappears in the time it takes her to draw one short, sharp gasp as two narrowed purple eyes bore into her.)

Rarity: (dully) This is the scam, isn’t it? (Sheepish little grin.)

Twilight: (with fresh resolve) Let’s find out.

(They set off. Wipe to Flim and Flam behind the classroom’s front desk, a thick sheaf of worksheets resting before them and tall stacks of the same off to one side on the floor. Flam’s telekinesis shifts the desk pile to the waiting Starswirl, who floats up a coin as a shirt/sweater-clad unicorn stallion watches from the doorway.)

Starswirl: These lessons are so valuable! Are you sure I can’t give you more? (He moves it toward Flam.)

Flam: Ah-ah-ah! (Push it away.) Unnecessary! (beatifically) Being able to share them with a pony like you is our real reward.

(The old mage exits with papers in tow, making room for the other stallion to offer up a coin of his own. Now, though, the brothers’ expressions harden into clear disapproval.)

Flam: Oh, my. And you want to study alongside Starswirl, hmm?

Stallion 2: It’s all I have!

(Flam’s hoof lances up and snatches the money away; next his field retrieves the topmost sheet from one side stack and tears it in half lengthwise. The stallion watches in dismay as one piece is withdrawn and the camera cuts to the hucksters, it settles onto Flim’s upraised hoof.)

Flim: Come back for the rest when you can afford it.

(Back to the cash-strapped unicorn, who has now stripped off his clothing and huddled miserably on the floor.)

Stallion 2: W-Wait! (holding it up) I-I’ll sell the shirt off my back! (Flim and Flam are instantly all smiles.)

Flam: And that’s the kind of determination that’ll get you to the next level…student whose name I know.

(His magic quickly exchanges the sweater for the other half of the worksheet, which flutters down across the stallion’s eyes. The latter pulls it away with a grin as the camera zooms in slightly on the doorway, where Twilight and Rarity have put their heads in to watch this bit of predatory commerce. They duck out of sight; cut to them traveling the hallways. The next two lines are delivered in hushed tones.)

Rarity: Twilight, maybe I should take over the investigation. (Stop at a corner.) Think of your reputation!

Twilight: My reputation isn’t worth much if I won’t risk it for what I think is right. (smiling) Besides, I have a plan.

(Wipe to Flim and Flam walking down a hallway, a bulging sack held in the latter’s horn-powered grip. After the briefest of glances to make sure they are alone, Flim uses his magic to open the doors to their office. Both enter, not noticing Twilight put her head into view from around a corner; she reaches the doors as they close again, but a gentle push reveals that the latch has not quite engaged. Cut to her perspective through the widening gap: the bag now rests on the floor, and Flam is adjusting the hands of the clock that hangs between the brothers’ portraits. Once he gets the time just so, both of them rotate the artworks 180 degrees on the wall and step back. Flam levitates the bag as the wall portion between the frames slides up and out of view and the other two sections retract to either side, revealing a pair of doors that swing away from them to frame a near-lightless expanse beyond. They enter, taking the bag, and the doors close again.)

(Cut back to Twilight, whose disbelief quickly transitions into righteous anger as her horn blazes up and she shoulders her way into the office, then wipe to another set of doors. These open to admit the avaricious entrepreneurs; in close-up, Flam climbs a ladder partway while letting his power dump the sack’s contents—coins, and lots of them—onto a pile of legal tender. He slides down and jumps to the floor, where Flim is waiting by an easel on which a large drawing of a thermometer is propped. It is partly filled in with red, and measuring scales have been added on both sides and to the tube itself. A can of red paint stands on the floor, the handle of a brush protruding from the open top.)

Flim: (levitating brush, painting in most of the blank area) Well, brother of mine, we’ve got almost all the bits we need to expand our resort.

(The camera zooms out during this line to frame the entire space in which they have arrived. It is a large circular room hung with draperies on both the walls and the domed ceiling. Two couches, each positioned under one brother’s portrait; shelves lined with expensive-looking knickknacks; a table set with desserts of all types; masses of piled coins and jewels; a scale model of an extravagant resort complex on a table.)

Flim: If we add another level of classes and worksheets, we’ll be there.

Flam: (pacing) Maybe we should add two levels— (Close-up of the model; zoom out to frame him standing over it.) —just to be safe.

(The push of a large red button at the table’s edge brings the replica to life: turning Ferris wheel, spotlights on buildings, water flowing in a fountain. Flim crosses to it with a contented sigh.)

Flim: It’s a thing of beauty. But I was thinking. (levitating a flag to a certain spot) What if we added another extreme pool slide here?

Flam: (doing likewise) Mmm—sure, as long as the pipes for the musical chocolate fountain go through here.  

Twilight: (from o.s., pointing out another place) But shouldn’t it go closer to the pudding hot tub here?

Flim: A fair point, but—

(The next words die on his tongue as both pairs of green eyes shrink to freaked-out points and both heads whip toward the new arrival.)

Flim, Flam: What?!? (Cut to her.)

Twilight: (stomping) I knew your school was a scam! (They quickly regain their composure and circle to her.)

Flim: Well, well, well. If it isn’t the Princess of Jealousy. I guess we’ll be going to the papers after all.

Twilight: And I suppose I’ll just lead your students into this secret room of bits and resort expansion plans! (That puts a new scare into the swindlers.)

Flam: Uh…l-l-let’s not get hasty. (Chuckle.) You have something on us, we have something on you. Let’s just call it even.

Twilight: I don’t think so. (turning away) You can destroy my reputation if you want, but using your students’ bits to expand your resort is wrong, even if the lessons you teach are good ones.

Flam: (laughing, floating a thick file folder from a shelf) Of course they’re good. We copied them from your book.

Flim: We just skipped every other page. (Flam grins and flips through it.) All the lessons, half the time.

Twilight: (groaning, hoof to face) Fine! If you really want to call it even, give back the bits and stop charging for my lessons. Then you can teach them as much as you like.

(They react as if momentarily stunned by a two-by-four to the head, but snap out of it with one smiling word.)

Flim, Flam: Nah.

Flim: Running a school is more work than we thought. Besides, we almost have everything we need.

(They peel out, the stolen lesson plans forgotten, but skid to a halt just short of the doors that open under Rarity’s control to put her in their path.)

Rarity: (as Plainity) I think not!

Flam: Plainity? My star pupil?

Rarity: Not Plainity, but…

(A fraction of a second is all the time she needs to shuck off her disguise, bring her mane/tail to their original glory, and revert to her usual self and voice.)

Rarity: …Rarity!

Flim: (puzzled) Who?

Rarity: We decided to bring somepony else here to listen to everything you just said.

(This individual proves to be Starswirl, who strides in to skewer them with a steely glare. The camera is on him and Rarity at this point, but shifts to frame both them and the greatly unnerved brothers on the start of the next line.)

Flim: (stammering) Hey, Starswirl! We were just about to—

Starswirl: —return the bits you’ve collected from your students and close your school?

Flam: (swallowing hard) Yeah. That.

(Dissolve to an extreme close-up of one of said bits being passed from his hoof to that of a now-former student, then cut to a magically held bag being filled with them and being carried away by another. A long shot frames the refunds as taking place at the base of Friendship University’s front steps; Rarity keeps watch on Flim, Flam, and the line of ponies, while Twilight and Starswirl observe them and a sizable crowd of spectators from the steps. The stallion who gave up his shirt and sweater to buy worksheets earlier in this act is now wearing them again.)

Starswirl: (sighing) It seems I’ll never stop learning from your example, Twilight. It is a valuable lesson to stand up for what you know is true. (stroking beard) I wish I had known it too.

Stallion 3: Thanks for returning our bits. (slinging a bag of them across his back) But how are we going to learn about friendship now?

(Murmurs of confusion and concern rise from the crowd as he approaches Twilight and Starswirl.)

Starswirl: Well, I can refer you to a fairly reputable establishment just outside of Ponyville. I’m quite certain the headmare would consider letting you in.

(The headmare giggles softly at the recommendation and is met with a round of hearty cheers. Dissolve to her and Rarity in her office at the School; as in the prologue, Twilight sits behind her desk with a postcard held in her magic, while Rarity sits across from her.)

Twilight: (reading) “Of course, if I ever go to a school again, I’ll make sure it’s yours. In friendship, Starswirl.”

Rarity: I still don’t understand how Flim and Flam could have gotten a copy of your book.

(The sound of the opening doors cuts in, and both look in that direction to find Cozy pushing he head in through a gap between them. The sewing machine that Rarity inspected during the prologue has been removed from the office.)

Cozy: Uh, I finished straightening up in the library.

(She opens the doors fully to show the rest of the shipment still crated up and stacked in the hallway.)

Cozy: Professor Rarity, I just wanted to make sure you’re definitely keeping these.

Rarity: But of course, darling. If there’s one thing I learned at Friendship University, it is not to give up when you know what’s right. And I know teaching friendship through sewing is right. (stroking chin) I just need to figure out how.

(Twilight and Cozy beam at her determination as the camera zooms in slowly and the view fades to black.)

THE END IN FRIEND

Written by Gillian M. Berrow

Produced by Devon Cody

Story editing by Nicole Dubuc, 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 hallway within the School of Friendship. As a school bell rings to mark the end of a class period, one door opens in a magical hold and Rarity trots out of her classroom, closing it behind herself. She is wearing a short-sleeved pink sundress trimmed in white, light yellow shoes on all four hooves, and a pair of sunglasses. Her mane is tied in a ponytail and held back with a light yellow kerchief marked by her three blue gems. The camera follows her down the hallway and past a staircase on whose landing Starlight Glimmer is talking with a couple of students; the pinkish-violet unicorn glances up just in time to see the white one pass.)

Starlight: Oh! (Excusing herself, she hurries down the stairs.) Rarity!

(Who stops and levitates her shades to rest above her forehead in time for Starlight to catch up.)

Starlight: Just the pony I’m looking for. Can you come to Twilight’s class with me? I-It won’t take long.

Rarity: Oh, I’d love to help, but I have to meet Rainbow Dash for our day of fun together.

Starlight: (touching her shoulder) Twilight wants to use you as an example for the students.

Rarity: Ooh!

(Wipe to the closed doors of Twilight Sparkle’s lecture hall, seen from inside. These open under Rarity’s control to frame her and Starlight on the other side; she has disposed of her sunglasses, pushed the kerchief down around her neck, and untied her mane.)

Rarity: (singsong) Your example is here! (Giggle, then a surprised look.) Oh!

(The camera shifts to just behind her shoulder, revealing the slightly confused students staring up at her from their seats and the cause of her puzzlement. Down on the stage, Twilight stands alongside Rainbow Dash, the pegasus wearing a blue athletic jersey trimmed in a lighter shade and the most perplexed expression of the bunch. There follows a long, uncomfortable silence, during which the camera cuts to the stage and Starlight joins the pair on it.)

Rainbow: (to Twilight) I-I thought I was the example.

Twilight: (touching her wing) You both are. (Now all four are onstage; she places herself between Rainbow and Rarity.) Because together you perfectly demonstrate my lesson on compromise and friendship. (addressing the class; they take notes) Rainbow Dash and Rarity have very different interests that keep them busy. But being friends is so important to them, they always manage to make time for each other.

Rarity: (laughing, stepping forward) Our day of fun was hard-planned, what with Rainbow Dash’s extremely time-consuming and erratically scheduled Wonderbolts practice.

Rainbow: (stepping up) And Rarity’s weird fashion seasons. (An odd look from the corner of Rarity’s eye.) She’s working on her winter collection, and it’s not even summer yet. (Both grin for their audience.)

Twilight: But you still found time to be together, and that’s what counts. See, class? These ponies are models of true friendship in action.

(Pencils race across paper, held in mouth and magic and claw and talon, as the camera cuts to the doors and Twilight ushers Rainbow and Rarity up to them.)

Twilight: Thanks for stopping by. Enjoy your day of fun.

Silverstream: (from o.s., raising talons into view) Oh! Ooooh!

(The two guests pause and turn back toward the young hippogriff; cut to her.)

Silverstream: What amazing stuff are you gonna do together? (Cut to them.)

Rainbow, Rarity: (Rainbow holding up a kickball) Obstacle races!/Shoe shopping!…Buckball!/Dress shopping!…Flight goggle shopping!/Fabric dyeing! (Incensed glances between the pair.)

Rainbow: Oh, come on! I even said “shopping” that time!

Rarity: (smiling) Perfect! We’ll go shopping first.

Rainbow: (shoving ball toward her) But—I brought stuff for buckball g—

Smolder: (from o.s.) Are we supposed to be learning something here? (Cut to her and a rather bemused Ocellus and Yona.) ’Cause this doesn’t sound like compromising at all. (Yona nods; pan to Gallus on the next line.)

Gallus: Yeah, you guys have nothing in common. How can you be friends?

(All three mares at the doors wince at his bluntness. Zoom in slowly on Rainbow/Rarity, who manage a pair of very unconvincing laughs, and fade to black.)

OPENING THEME

Act One

(Opening shot: fade in to the two mares, scratching nervously at various spots around their heads as their forced grins crumble away. Zoom out slightly as Twilight zips up. Rainbow has now put away her ball.)

Twilight: Even though Rainbow Dash and Rarity enjoy doing different things, there are plenty of reasons why they’re friends.

Yona: Uh…like what? (Twilight leads them down to floor level, Rainbow hovering.)

Rainbow: (scoffing) We’ve always been friends.

Ocellus: Always? (Rainbow lands.)

Rainbow: Well, no, not always, but for, like, a super-long time.

Rarity: And we know all the same ponies.

Smolder: Um…is that it?

(Both scramble briefly for words in their minds before Rainbow speaks up.)

Rainbow: (hovering) There was that time, during the Cloudsdale Best Young Flyer Competition, when I totally saved Rarity’s life.

Rarity: Uh, yes! And I once proved Rainbow Dash’s innocence to her beloved Wonderbolts when she was being framed for a mysterious incident.

(Referring to “Sonic Rainboom” and “Rarity Investigates!”, respectively.)

Sandbar: Cool! What else?

(All young eyes turn expectantly toward the pair, who can only offer up weak chuckles as they rack their brains for a moment that seems to last days. Starlight breaks in by galloping to stands in front of them and Twilight.)

Starlight: Uh, look. It may seem like Rarity and Rainbow Dash don’t have that much in common when you try to put it into words, but sometimes friendships can’t be explained. You just have to see them in action to understand.

Twilight: Actually, that’s a great idea!

(Her big grin throws real unease into Rainbow and Rarity. Dissolve to a slow pan across the class, now occupying a bank of outdoor bleacher seats, and stop on Twilight out front with a notebook and pencil in her aura.)

Twilight: (addressing herself o.s.) Just go about your day of fun as you normally would.

(Longer shot: the students’ seats are at the perimeter of the School’s buckball field, Twilight sits on a stool, and Rainbow and Rarity stand on opposite sides of the midfield line. The fashionable unicorn has changed into a blue jersey to match Rainbow’s.)

Twilight: You won’t even know we’re here!

Rainbow: (hovering, singsong, calling o.s.) Game on!

(She zooms away as Rainbow plods toward her own half with much less enthusiasm. A still-longer shot sets the stage fully; it is daytime, the third member of their team is Braeburn, and their opponents are in red. A referee stallion in a black/white/striped shirt now stands at midfield, whistle around neck and kickball on one raised hoof, and Braeburn and his opposite number stand ready for the buck-off. The ball is thrown down to bounce off the dirt; the Red earth pony gets hooves to it first, but Rainbow snatches it just short of their unicorn-levitated goal basket. Tossing it up, she bounces it off her head and turns a midair somersault to kick it down the field. The Red pegasus dives for it but crashes down with a big bunch of nothing, and it sails cleanly out of bounds past Rarity—who, instead of maneuvering the Blue basket, has upturned it on the grass for use as a desk while she draws in her sketchbook. Rainbow’s smugness turns to irritation in nothing flat.)

Rainbow: Rarity! You were supposed to be holding your bucket!

Rarity: Hmm? Oh! Sorry, darling. (turning to her, tugging at jersey) Wearing this drab jersey gave me an idea for a buckball-inspired line of ath-leisure wear that would allow for maximum flexibility and style.

(She shows off her drawing during this line—a unicorn mare in a close-fitting, long-sleeved jersey and striped leggings. The cuffs, belt, and neckline are set with small gems that match the model’s earrings, the mane is held back with a headband, and the tail is gathered into a tightly braided bun. A flick at one curl accompanies her last words.)

Rarity: Uh, but I’m ready now. (Innocent blink.)

Rainbow: Good, ’cause this time I’m gonna try something new and super-intense!

(She returns to her starting position as the referee carries the ball to midfield. Another bounce and buck-off; this time, Braeburn gets the kick and the Red pegasus heads it away. Rarity has gone right back to her designing, hunkered down on her belly and floating the basket upright so that is barely clears the ground. Gaining a bit of altitude, Rainbow flies a tight vertical circle to generate a miniature Sonic Rainboom, which sends the ball down the field in a blaze of yellow fire and bright red rubber. The Red pegasus hits the deck to avoid having her head taken off, but just as before, Rarity pays absolutely no mind to the fastball streaking overhead. And, just as before, the daredevil player blows her cool at the flub.)

Rainbow: Rarity! (flying down to her) Are you even paying attention?

Rarity: (looking up) What? Oh! I mean, of course! (shifting goal slightly) Uh, I held my bucket and everything.

Rainbow: But you have to catch the ball!

(The white unicorn, now standing up, sets the basket down and tucks book and pencil away.)

Rarity: Really? Well, that sounds dangerous.

(Rainbow turns around and pulls a hoof down her face with a grimace of supreme exasperation.)

Rainbow: (to herself) Oh, forget it! She’s never gonna understand the point of this game. (She addresses Braeburn, the Red team, and their coach at normal volume.) Buckball time is over!  (All head off the field.)

Rarity: (bringing up the rear, huffing with impatience) Finally!

(Twilight grimaces to herself at the game’s early end.)

Twilight: (to students, forcing a smile) Uh…see? They did something Rainbow Dash likes, so now it’s time for something Rarity likes. Compromise!

(Wipe to an extreme close-up of Rarity’s hooves reflected in a mirror. All four are covered by short magenta cowboy boots that shed bits of glitter every time she moves. On the start of the next line, zoom out to frame her in front of the glass, jersey gone and a white scarf patterned with pink diamonds tied around her neck.)

Rarity: Hmm…I’m genuinely not sure.

(Cut to Rainbow; one leg is thrust toward her, poking the tip of her nose.)

Rarity: (from o.s.) Are they too in-style?

Rainbow: (pushing it away) Uh, isn’t that what you want them to be?

(Longer shot; they are in a showroom whose walls are lined with shelves. Boxes are arrayed on these, some spilling out to the floor or stacked up on the carpet.)

Rarity: Well, yes, yes, but they should be ahead of the curve. If they’re in fashion right now, then they’re practically already out.

Rainbow: That doesn’t make any sense.

(The fashionista strolls the showroom, casting an eye over a display of high-heeled shoes, and stops to levitate a particular one.)

Rarity: Hmm…perhaps I should get the stilettos instead. (shifting it toward Rainbow) What do you think? (The blue flyer bats it away with a scoff.)