1
00:00:01,868 --> 00:00:06,538
Dear Twilight, it is difficult
to express how grateful I am
2
00:00:06,640 --> 00:00:10,709
to you for teaching me the
power of friendship.
3
00:00:11,011 --> 00:00:12,545
[grunts]
4
00:00:13,147 --> 00:00:16,281
You would think after more
than a thousand years,
5
00:00:16,483 --> 00:00:18,750
there would be nothing
left to learn
6
00:00:19,152 --> 00:00:24,524
[whistling wind]
7
00:00:25,326 --> 00:00:31,163
And yet, even a pony as old as
I can continue to be surprised
8
00:00:31,365 --> 00:00:33,832
by how much there
is to know.
9
00:00:38,039 --> 00:00:47,743
♪♪
10
00:00:47,915 --> 00:00:50,315
"I hope you find these
postcards enjoyable
11
00:00:50,417 --> 00:00:52,317
and I look forward to
seeing you again,
12
00:00:52,419 --> 00:00:55,154
though I can't say when my
journey will be complete.
13
00:00:55,256 --> 00:00:57,189
Your friend, Starswirl."
14
00:00:57,291 --> 00:01:01,460
♪♪
15
00:01:01,562 --> 00:01:04,062
It must be gratifying to have
your idol writing to you
16
00:01:04,164 --> 00:01:06,265
about the friendship
lessons he's learning.
17
00:01:06,367 --> 00:01:08,167
I'm not sure I'll
ever get used to it.
18
00:01:08,269 --> 00:01:11,436
Of course, if he really wants
to learn about friendship,
19
00:01:11,538 --> 00:01:13,372
he could just come
to our school..
20
00:01:14,141 --> 00:01:15,407
Professor Sparkle?
21
00:01:15,609 --> 00:01:19,312
The Mail Pony just came
with uh, a few things.
22
00:01:20,014 --> 00:01:20,947
[door squeaks open]
23
00:01:21,949 --> 00:01:25,151
Oo! The sewing machines
I ordered for my class!
24
00:01:26,553 --> 00:01:27,787
These came, too.
25
00:01:27,889 --> 00:01:29,755
I wasn't sure what
to make of them.
26
00:01:33,560 --> 00:01:35,227
These machines were costly,
27
00:01:35,329 --> 00:01:37,129
but I am quite certain
the friendship lessons
28
00:01:37,231 --> 00:01:40,065
I can teach my students with
them will be invaluable.
29
00:01:40,167 --> 00:01:40,867
[Twilight sighs]
30
00:01:41,869 --> 00:01:43,268
Oh don't worry, darling.
31
00:01:43,370 --> 00:01:44,369
I'll think of something
32
00:01:44,471 --> 00:01:46,371
and I didn't use school
funds to buy these.
33
00:01:46,473 --> 00:01:49,108
I made the purchase
entirely with my own bits.
34
00:01:49,210 --> 00:01:51,643
It's not that. It's this!
35
00:01:52,980 --> 00:01:54,780
"Why waste your time at
a friendship school
36
00:01:54,882 --> 00:01:56,181
that's just a school?
37
00:01:56,383 --> 00:02:01,220
Learn everything they teach and
more at Friendship University!?"
38
00:02:40,294 --> 00:02:42,528
Who would open
another friendship school?
39
00:02:42,830 --> 00:02:45,931
Oh pffft. I'm sure it's nothing
to worry about.
40
00:02:46,033 --> 00:02:47,899
You're the Princess
of Friendship.
41
00:02:48,001 --> 00:02:50,068
What could this other
school possibly offer?
42
00:02:50,170 --> 00:02:54,406
It isn't just another friendship
school, it's a University!
43
00:02:54,508 --> 00:02:56,976
It says they teach
"the same lessons
44
00:02:57,078 --> 00:02:59,444
of competing schools
in half the time."
45
00:02:59,646 --> 00:03:01,146
That's twice the
learning!
46
00:03:01,248 --> 00:03:03,515
And it's in Las Pegasus?
47
00:03:03,617 --> 00:03:07,586
If Professor Rarity lets us skip
her sewing class -- ROAD TRIP!
48
00:03:07,688 --> 00:03:09,354
[excited chatter]
49
00:03:09,456 --> 00:03:12,491
I think we need to
look into this school.
50
00:03:14,027 --> 00:03:16,862
I don't like to judge
solely on appearances,
51
00:03:16,964 --> 00:03:21,133
but.. what kind of
friendship school is this!?
52
00:03:21,335 --> 00:03:23,869
Only the best friendship
school in the West...
53
00:03:24,171 --> 00:03:26,405
and maybe all of Equestria!
54
00:03:27,308 --> 00:03:30,742
[excited shouts]
55
00:03:30,866 --> 00:03:38,766
♪♪
56
00:03:38,852 --> 00:03:41,553
There's more ponies in here
than at our whole school.
57
00:03:41,655 --> 00:03:43,289
Who is running this place?
58
00:03:43,390 --> 00:03:43,766
[click]
59
00:03:43,891 --> 00:03:45,691
[Male voice] Welcome, friends.
60
00:03:45,793 --> 00:03:49,428
You are about to embark on a
journey of amazing magnitude,
61
00:03:49,530 --> 00:03:51,864
one that will change
your lives forever.
62
00:03:51,966 --> 00:03:54,767
Prepare yourselves to
embrace a new path
63
00:03:54,869 --> 00:03:59,204
and become students of
FRIENDSHIP U!
64
00:03:59,306 --> 00:04:01,273
Flim and Flam. Of course.
65
00:04:01,375 --> 00:04:03,375
♪ If you're alone and you
can't make friends ♪
66
00:04:03,477 --> 00:04:05,511
♪ we understand your plight ♪
67
00:04:05,913 --> 00:04:07,946
♪ Until now there was
just one way ♪
68
00:04:08,048 --> 00:04:10,115
♪ your friendships could
take flight ♪
69
00:04:10,217 --> 00:04:12,184
♪ There is a school
real far away ♪
70
00:04:12,286 --> 00:04:14,253
♪ that'll teach you
what to know ♪
71
00:04:14,355 --> 00:04:16,956
♪ But if you live here
you couldn't stay ♪
72
00:04:17,158 --> 00:04:20,291
♪ you'd learn you have to gooo.. ♪
73
00:04:20,493 --> 00:04:21,460
[sad sighs]
74
00:04:21,562 --> 00:04:24,263
♪ Now there is an alternative
to all of that adversity ♪
75
00:04:24,365 --> 00:04:25,764
♪ Not just a school
I'll have you know ♪
76
00:04:25,866 --> 00:04:30,402
♪ But a whole University! ♪
77
00:04:30,504 --> 00:04:33,939
♪ At Friendship U
our aim is true ♪
78
00:04:34,141 --> 00:04:37,809
♪ In a city not
some backwater ♪
79
00:04:37,911 --> 00:04:39,645
♪ You'll learn the
things you need to know ♪
80
00:04:39,747 --> 00:04:43,048
♪ At our new alma mater! ♪
81
00:04:43,150 --> 00:04:45,016
That's it, everypony!
You heard correctly!
82
00:04:45,119 --> 00:04:48,319
Friendship U, the one and only
University of friendship!
83
00:04:48,422 --> 00:04:51,657
♪ As you can see we're a
success by any kind of stat ♪
84
00:04:51,759 --> 00:04:55,427
♪ That may be so for all I
know but I still smell a rat ♪
85
00:04:55,529 --> 00:04:58,830
♪ Everypony lookie here that
other school's headmare! ♪
86
00:04:58,932 --> 00:05:04,369
♪ Her presence is a testament
to the mutual respect we shaaare..
87
00:05:04,471 --> 00:05:05,306
What? No it isn't!
88
00:05:05,407 --> 00:05:11,542
♪ It really is the final piece
to make our work complete ♪
89
00:05:11,645 --> 00:05:14,045
♪ To have the
Friendship Princess ♪
90
00:05:14,147 --> 00:05:16,915
♪ bless our school is
such a treat ♪
91
00:05:17,017 --> 00:05:18,684
Were so honoured!
92
00:05:18,786 --> 00:05:23,255
♪ At Friendship U
we teach to you AND YOU! ♪
93
00:05:23,457 --> 00:05:26,491
♪ All of our friendship
knowledge ♪
94
00:05:26,693 --> 00:05:28,327
♪ You'll learn it all
in half the time ♪
95
00:05:28,429 --> 00:05:32,296
♪ at the one and only
friendship college ♪
96
00:05:33,400 --> 00:05:36,034
But how can anypony learn
friendship in half the time!
97
00:05:36,136 --> 00:05:38,237
Our coursework is
so accelerated
98
00:05:38,339 --> 00:05:40,305
to take longer'd
be a crime!
99
00:05:40,407 --> 00:05:41,573
♪ The lessons that we teach ♪
100
00:05:41,675 --> 00:05:43,709
♪ Have been reviewed and
checked and edited ♪
101
00:05:43,811 --> 00:05:48,580
♪ Which might explain
why our school's about
to be accredited ♪
102
00:05:48,682 --> 00:05:51,783
♪ At Friendship U
Oh yes, it's true ♪
103
00:05:51,985 --> 00:05:55,321
♪ Even the Princess of
Friendship agrees ♪
104
00:05:55,823 --> 00:06:00,859
♪ The only place in
Equestria to give out
friendship degrees! ♪
105
00:06:01,161 --> 00:06:01,961
Yeah!
106
00:06:02,863 --> 00:06:04,296
Friendship U!
107
00:06:04,598 --> 00:06:06,098
Friendship U!
108
00:06:06,300 --> 00:06:07,799
Friendship U!
109
00:06:07,901 --> 00:06:09,101
That's it, everypony!
110
00:06:09,203 --> 00:06:10,335
Let's hear it!
111
00:06:10,437 --> 00:06:13,071
Tell us again why
it's the best!
112
00:06:13,173 --> 00:06:20,310
♪ It's the only University
of Friendship U! ♪
113
00:06:20,412 --> 00:06:21,713
♪♪
114
00:06:21,815 --> 00:06:22,648
Yeah!
115
00:06:24,718 --> 00:06:25,884
Accredited?
116
00:06:25,986 --> 00:06:28,220
It means officially
recognized or authorized.
117
00:06:28,322 --> 00:06:29,888
We know what it means.
118
00:06:30,190 --> 00:06:32,124
But who would
accredit this place?
119
00:06:32,226 --> 00:06:35,027
Why the EEA, of course!
120
00:06:36,730 --> 00:06:38,697
Chancellor Neighsay?
121
00:06:38,899 --> 00:06:42,000
The Equestria Educational
Association has taken an
122
00:06:42,102 --> 00:06:45,204
interest in institutions
that teach friendship
123
00:06:45,306 --> 00:06:47,773
in a pony-first environment.
124
00:06:47,875 --> 00:06:49,374
Surely you didn't
think your school
125
00:06:49,476 --> 00:06:51,643
has a monopoly on
the concept?
126
00:06:51,845 --> 00:06:54,179
Well, she did write
the book on it.
127
00:06:54,481 --> 00:06:55,514
Ah, yes.
128
00:06:55,616 --> 00:06:58,183
"How to teach
friendship to creatures
129
00:06:58,285 --> 00:07:01,920
who will one day use it as
a weapon against us."
130
00:07:02,222 --> 00:07:04,323
How could they use
friendship as a weapon?
131
00:07:04,425 --> 00:07:06,858
You tell me; it's your book.
132
00:07:06,960 --> 00:07:10,062
Meantime, this university
appears to be a promising option
133
00:07:10,164 --> 00:07:15,534
for ponies who'd prefer to stick
to the EEA book on the subject.
134
00:07:15,836 --> 00:07:17,236
You can't be serious.
135
00:07:17,338 --> 00:07:19,204
They're obviously
up to something.
136
00:07:19,406 --> 00:07:20,806
It's Flim and Flam!
137
00:07:21,208 --> 00:07:21,873
[indignant gasp]
138
00:07:21,975 --> 00:07:25,077
Well, that certainly
wasn't.. friendly.
139
00:07:25,679 --> 00:07:29,181
One would think the headmare
of a school of friendship,
140
00:07:29,283 --> 00:07:33,152
albeit an unaccredited one,
would behave differently.
141
00:07:33,554 --> 00:07:38,590
Unless she was trying to
undermine the competition? Hmm?
142
00:07:38,692 --> 00:07:39,891
[gasp]
143
00:07:39,993 --> 00:07:43,028
I... No... What? I am not!
144
00:07:43,130 --> 00:07:45,597
I did think the Princess of
Friendship would be friendlier.
145
00:07:45,699 --> 00:07:47,733
Now, now fillies
and gentlecolts,
146
00:07:47,835 --> 00:07:51,203
let's show the Princess
just how friendly we are
147
00:07:51,305 --> 00:07:54,339
by signing up for
some classes!
148
00:07:54,441 --> 00:08:00,912
[excited chatter]
149
00:08:01,114 --> 00:08:03,248
Why don't I show you around?
150
00:08:07,187 --> 00:08:10,122
I'm sorry, but approval from
the EEA won't convince me
151
00:08:10,224 --> 00:08:12,124
that this school is
what you promise.
152
00:08:12,226 --> 00:08:15,261
And what would it
take to convince you?
153
00:08:15,763 --> 00:08:18,930
Well, somepony who's
opinion I respect, for one.
154
00:08:19,132 --> 00:08:24,037
Really? Somepony like... this?
155
00:08:25,239 --> 00:08:26,238
[gasp]
156
00:08:26,840 --> 00:08:28,040
Twilight?
157
00:08:28,242 --> 00:08:29,774
Uh oh.
158
00:08:33,847 --> 00:08:36,582
Starswirl? What are
you doing here?
159
00:08:36,984 --> 00:08:41,553
Why, studying friendship at Flim
and Flam's wonderful school!
160
00:08:41,655 --> 00:08:42,888
Oh, please..
161
00:08:42,990 --> 00:08:45,290
I think I know a
disguise when I see one.
162
00:08:45,392 --> 00:08:47,592
Take off that
ridiculous beard!
163
00:08:48,094 --> 00:08:49,228
FLAM!
164
00:08:49,930 --> 00:08:50,695
[stretching sound]
165
00:08:50,797 --> 00:08:51,763
[grunt of pain]
166
00:08:51,865 --> 00:08:53,131
How's it going in here?
167
00:08:53,233 --> 00:08:54,866
[stretching sound]
168
00:08:54,968 --> 00:08:55,434
[snap]
169
00:08:55,536 --> 00:08:58,003
Oh.. It-it's really me.
170
00:08:58,305 --> 00:09:00,439
I'd heard rumors
you've returned,
171
00:09:00,641 --> 00:09:02,641
but I didn't believe
it until now.
172
00:09:02,743 --> 00:09:05,410
And if a pony of your
stature is studying here,
173
00:09:05,512 --> 00:09:08,714
there really isn't anything
else I need to see.
174
00:09:10,451 --> 00:09:14,286
I, Chancellor Neighsay,
hereby confer upon Friendship
175
00:09:14,388 --> 00:09:19,858
University complete and
unreserved EEA accreditation!
176
00:09:22,062 --> 00:09:24,029
I-I don't understand.
177
00:09:24,231 --> 00:09:26,765
Why would you come
here and not my school?
178
00:09:26,967 --> 00:09:29,067
My travels brought
me to Las Pegasus.
179
00:09:29,169 --> 00:09:30,635
I didn't come for the school,
180
00:09:30,737 --> 00:09:33,772
but Flim and Flam convinced
me to try it out.
181
00:09:33,874 --> 00:09:35,807
Twilight: You can't
trust Flim and Flam!
182
00:09:36,009 --> 00:09:38,510
They tried to con the
Apples out of their farm!
183
00:09:38,612 --> 00:09:40,145
They sold fake health tonic!
184
00:09:40,247 --> 00:09:42,281
They run a resort
in Las Pegasus!
185
00:09:42,583 --> 00:09:46,251
Technically, our resort
is a legitimate business.
186
00:09:46,653 --> 00:09:48,153
I spent a thousand years
187
00:09:48,255 --> 00:09:50,856
thinking the worst
of a "bad" pony.
188
00:09:50,958 --> 00:09:53,258
You taught me to look
for the best in him.
189
00:09:53,560 --> 00:09:55,694
Whatever Flim and
Flam's past may be,
190
00:09:55,896 --> 00:09:59,332
starting this school shows they
want to change for the better.
191
00:10:00,934 --> 00:10:02,401
I wish I could believe that.
192
00:10:02,603 --> 00:10:04,636
Besides, what's untrustworthy
193
00:10:04,738 --> 00:10:06,738
about opening a
school of friendship?
194
00:10:06,940 --> 00:10:09,308
They don't even
charge for classes.
195
00:10:09,810 --> 00:10:10,976
I don't know.
196
00:10:11,078 --> 00:10:12,511
But I know they're
up to something
197
00:10:12,613 --> 00:10:13,664
and until I find out,
198
00:10:13,765 --> 00:10:17,016
I'm begging you, come
to my school instead.
199
00:10:17,618 --> 00:10:22,220
I understand feeling
threatened by competition.
200
00:10:22,322 --> 00:10:26,625
But my word, Princess, I
wonder if the ill-manners
201
00:10:26,727 --> 00:10:30,362
of the creatures at your
school aren't contagious.
202
00:10:30,664 --> 00:10:34,499
I think I will take my leave
before I become infected.
203
00:10:36,336 --> 00:10:39,704
Twilight, I promise I'll
visit your school soon,
204
00:10:39,906 --> 00:10:44,476
but for now, perhaps it's
best if you return there.
205
00:10:47,648 --> 00:10:50,048
You don't think they're running
an actual friendship school,
206
00:10:50,150 --> 00:10:51,049
do you?
207
00:10:51,151 --> 00:10:52,251
Darling, of course not.
208
00:10:52,353 --> 00:10:54,886
Which is why we
have to investigate!
209
00:10:55,388 --> 00:10:57,355
But we can't go poking
around the school.
210
00:10:57,457 --> 00:10:58,923
Everypony'll think
I'm still just
211
00:10:59,025 --> 00:11:00,659
"threatened by
the competition."
212
00:11:00,761 --> 00:11:04,730
Only if we do it
as.. ourselves.
213
00:11:05,532 --> 00:11:08,467
[door opens and closes]
214
00:11:09,369 --> 00:11:11,369
♪♪
215
00:11:11,471 --> 00:11:12,704
In these disguises,
216
00:11:12,806 --> 00:11:15,006
we could pass as students
at out own school.
217
00:11:15,308 --> 00:11:16,459
I don't know, Rarity.
218
00:11:16,560 --> 00:11:19,611
Ah-ah. What did I say about
using our real names?
219
00:11:20,214 --> 00:11:21,180
[door opens]
220
00:11:22,382 --> 00:11:26,151
Sorry, "Plainity." But
I'm pretty sure this..
221
00:11:26,453 --> 00:11:28,119
isn't enough of a disguise.
222
00:11:28,221 --> 00:11:28,822
[door closes]
223
00:11:29,123 --> 00:11:31,624
Hey, strangers. Are
you two new here?
224
00:11:32,148 --> 00:11:32,625
[pop]
225
00:11:32,826 --> 00:11:35,460
We sure are. Completely new!
226
00:11:35,662 --> 00:11:37,862
Great! See you in class!
227
00:11:38,364 --> 00:11:39,298
[excited squeal]
228
00:11:39,399 --> 00:11:42,833
Now, I've read enough Shadow
Spade to know the key to going
229
00:11:42,936 --> 00:11:45,370
undercover is rehearsing
your backstory.
230
00:11:45,472 --> 00:11:46,256
[ahem]
231
00:11:46,357 --> 00:11:50,341
I'm "Plainity" and I love
bland-old-normal stuff.
232
00:11:50,443 --> 00:11:51,876
No frills for me.
233
00:11:51,978 --> 00:11:54,079
OK! Heh. Your turn.
234
00:11:54,181 --> 00:11:57,649
[groan] My name's Eyepatch.
I have an eyepatch.
235
00:11:58,051 --> 00:11:59,317
Per-fect!
236
00:11:59,419 --> 00:12:01,654
Now, how do we start
our investigation?
237
00:12:02,456 --> 00:12:03,755
I think we should split up.
238
00:12:03,857 --> 00:12:04,923
You enroll in some classes
239
00:12:05,025 --> 00:12:06,892
and find out what they're
actually teaching.
240
00:12:07,094 --> 00:12:08,960
I'll look around and
see what I can find,
241
00:12:09,062 --> 00:12:11,463
assuming I'm not recognized....
242
00:12:13,133 --> 00:12:14,999
Welcome, newest students!
243
00:12:15,101 --> 00:12:16,668
Let's dive right in, shall we?
244
00:12:16,770 --> 00:12:18,770
One of the most important
elements of friendship
245
00:12:18,872 --> 00:12:21,606
is being thoughtful,
true or false?
246
00:12:22,008 --> 00:12:24,476
[eager chatter]
247
00:12:24,578 --> 00:12:28,113
If by thoughtful you mean
generous, I'd say true.
248
00:12:28,315 --> 00:12:29,981
Correct! Ha hah!
249
00:12:30,083 --> 00:12:31,216
It was a trick question.
250
00:12:31,418 --> 00:12:33,084
Very impressive, Ms...?
251
00:12:33,286 --> 00:12:34,336
Plainity.
252
00:12:34,437 --> 00:12:37,087
Well, well well, Ms. Plainity,
keep it up and you'll be ready
253
00:12:37,190 --> 00:12:39,558
for our next level in no time!
254
00:12:40,060 --> 00:12:42,427
[impressed sighs]
255
00:12:42,529 --> 00:12:45,396
Now, let's see if you can
demonstrate for the class.
256
00:12:45,498 --> 00:12:49,067
What's something generous you
could do for me right now?
257
00:12:51,004 --> 00:12:57,709
♪♪
258
00:12:57,811 --> 00:13:01,212
Class, Plainity here
is now my star pupil.
259
00:13:01,314 --> 00:13:04,449
If any of you want a chance
at studying with Starswirl,
260
00:13:04,551 --> 00:13:07,652
I'd take notes on
her every action.
261
00:13:11,368 --> 00:13:12,068
[door squeaks]
262
00:13:13,393 --> 00:13:14,727
Hello?
263
00:13:14,828 --> 00:13:17,762
The door is open, so I'll just
assume it's OK to come in
264
00:13:17,864 --> 00:13:21,233
and look around, unless
somepony says it's not.
265
00:13:21,635 --> 00:13:22,801
All right, then.
266
00:13:25,083 --> 00:13:26,183
[door closes]
267
00:13:27,708 --> 00:13:30,842
"The Element of Laughter
and its applications."
268
00:13:30,944 --> 00:13:33,178
OK, that seems pretty genuine.
269
00:13:35,082 --> 00:13:36,648
"When to support your
friends' decisions
270
00:13:36,750 --> 00:13:38,183
and when to talk sense."
271
00:13:38,385 --> 00:13:41,320
Huh, that's actually
kind of interesting.
272
00:13:42,589 --> 00:13:46,157
Ah-ha! "Friendship
University's true goal
273
00:13:46,459 --> 00:13:49,662
is to help friends
become better friends?"
274
00:13:49,786 --> 00:13:50,563
[groan]
275
00:13:50,664 --> 00:13:52,697
Where is the proof
that it's all a scam?
276
00:13:52,899 --> 00:13:54,799
There isn't any...
277
00:13:56,103 --> 00:13:56,936
[shutter click]
278
00:13:57,738 --> 00:13:59,471
Twilight Sparkle!
279
00:13:59,673 --> 00:14:03,107
Did you really think an eye
patch was enough of a disguise?
280
00:14:03,209 --> 00:14:04,643
No, I didn't!
281
00:14:04,845 --> 00:14:08,012
Well then, we agree that
everypony will recognize the
282
00:14:08,114 --> 00:14:11,049
Princess of Friendship
in this photo of you
283
00:14:11,151 --> 00:14:13,485
sneaking into our office.
284
00:14:13,687 --> 00:14:17,656
I can see the headline
now, "Princess of Jealousy!
285
00:14:17,758 --> 00:14:21,326
Twilight Sparkle bent on
ruining her competition!"
286
00:14:21,428 --> 00:14:22,794
So sad.
287
00:14:22,896 --> 00:14:26,765
A news story like that
would destroy your reputation.
288
00:14:26,867 --> 00:14:31,870
Nopony will want to go to
your school after that.
289
00:14:36,509 --> 00:14:41,112
Just wait until the
papers get a hold of this.
290
00:14:41,614 --> 00:14:43,247
Princess Unhinged!
291
00:14:43,349 --> 00:14:45,283
It'll be the talk of Equestria.
292
00:14:45,785 --> 00:14:49,120
Well, gentleponies, I've
finished another stack.
293
00:14:49,222 --> 00:14:52,457
The lessons in these worksheets
are quite fascinating.
294
00:14:52,659 --> 00:14:54,792
Twilight? What's
going on here?
295
00:14:54,894 --> 00:14:58,963
Oh, just your protégé getting
caught snooping in our office
296
00:14:59,065 --> 00:15:02,467
in disguise! Well, sort of.
297
00:15:02,569 --> 00:15:07,572
Oh honestly, Princess Twilight,
envy does not look good on you.
298
00:15:09,142 --> 00:15:10,508
I'm not envious!
299
00:15:10,810 --> 00:15:12,477
I know these two
are up to something.
300
00:15:12,579 --> 00:15:14,546
I'm just trying
to find out what!
301
00:15:15,048 --> 00:15:18,116
The only pony I see who's up
to something is the pony
302
00:15:18,218 --> 00:15:21,686
in this picture, and it is
not the Princess I know.
303
00:15:24,257 --> 00:15:28,259
Well, it's about to be the
Princess all of Equestria knows.
304
00:15:28,361 --> 00:15:29,979
Unless...
305
00:15:30,180 --> 00:15:33,998
you decided to drop the whole,
"uncover the scam" thing.
306
00:15:34,200 --> 00:15:36,701
Then we'll rip this silly
picture up and not let it
307
00:15:36,803 --> 00:15:40,038
completely and utterly
ruin you and your school.
308
00:15:40,841 --> 00:15:41,673
[moan]
309
00:15:42,475 --> 00:15:45,376
You can be generous with
all sorts of things.
310
00:15:45,478 --> 00:15:47,779
Gifts, compliments, your time.
311
00:15:48,081 --> 00:15:52,116
[excited chatter]
312
00:15:52,218 --> 00:15:53,251
Hey, Eyepatch!
313
00:15:53,353 --> 00:15:54,319
Where's your eyepatch?
314
00:15:54,421 --> 00:15:56,054
[gasp] Was your cover blown?
315
00:15:56,156 --> 00:15:57,522
You could say that.
316
00:15:57,624 --> 00:16:00,925
Flim and Flam took a picture of
me sneaking into their office.
317
00:16:01,027 --> 00:16:03,028
Were we wearing our eye patch?
318
00:16:03,830 --> 00:16:06,331
If I don't stop investigating,
they're going to tell everypony
319
00:16:06,433 --> 00:16:08,032
that I'm trying to
sabotage their school
320
00:16:08,134 --> 00:16:09,300
because I'm jealous.
321
00:16:09,402 --> 00:16:10,335
But but but...
322
00:16:10,437 --> 00:16:11,803
that's ridiculous!
323
00:16:11,905 --> 00:16:12,738
I don't know.
324
00:16:12,839 --> 00:16:15,072
Maybe I am just upset
that Starswirl came here
325
00:16:15,175 --> 00:16:16,574
instead of my school.
326
00:16:16,776 --> 00:16:19,077
Flim and Flam may have
turned over a new leaf.
327
00:16:19,179 --> 00:16:21,213
We should probably just go home.
328
00:16:21,815 --> 00:16:24,615
Twilight, you are not
the kind of pony
329
00:16:24,717 --> 00:16:26,584
to let your emotions
cloud your judgement.
330
00:16:26,686 --> 00:16:28,853
If you think Flim and
Flam are up to no good,
331
00:16:28,955 --> 00:16:29,955
you can't give up,
332
00:16:30,156 --> 00:16:32,756
even if their lessons
really are impressive!
333
00:16:33,359 --> 00:16:34,159
Wait. WHAT?
334
00:16:34,361 --> 00:16:36,928
Which reminds me. Can you
get a message to Spike?
335
00:16:37,030 --> 00:16:38,863
I want to return
those sewing machines.
336
00:16:38,965 --> 00:16:41,499
I need the bits if I'm going
to keep advancing here.
337
00:16:41,601 --> 00:16:44,468
Tuition's free, but the
worksheets sure aren't!
338
00:16:44,992 --> 00:16:48,292
♪♪
339
00:16:48,375 --> 00:16:50,975
Flim and Flam are
charging for these?
340
00:16:51,077 --> 00:16:53,111
Well, they have
to cover expenses,
341
00:16:53,213 --> 00:16:55,413
and Flam insists that
everything extra
342
00:16:55,515 --> 00:16:57,082
goes to improving
the school and...
343
00:16:57,984 --> 00:16:59,651
This is the scam, isn't it?
344
00:16:59,853 --> 00:17:01,419
Let's find out!
345
00:17:04,424 --> 00:17:06,624
These lessons are
so valuable.
346
00:17:06,726 --> 00:17:08,560
Are you sure I
can't give you more?
347
00:17:08,662 --> 00:17:10,561
Ah ah ah! Unnecessary!
348
00:17:10,763 --> 00:17:13,598
Being able to share them
with a pony like you
349
00:17:13,700 --> 00:17:16,200
is our real reward.
350
00:17:20,206 --> 00:17:25,677
Oh, my. And you want to study
alongside Starswirl, hm?
351
00:17:26,379 --> 00:17:27,846
It's all I have.
352
00:17:30,684 --> 00:17:31,450
[rip]
353
00:17:34,287 --> 00:17:36,788
Come back for the rest
when you can afford it.
354
00:17:36,890 --> 00:17:39,324
Wait! I'll sell the
shirt off my back!
355
00:17:39,426 --> 00:17:41,659
Aaand that's the kind of
determination that'll get you
356
00:17:41,761 --> 00:17:45,129
to the next level, student
whose.. name I know!
357
00:17:49,235 --> 00:17:51,836
Twilight, maybe I should
take over the investigation.
358
00:17:51,938 --> 00:17:53,338
Think of your reputation!
359
00:17:53,440 --> 00:17:55,840
My reputation isn't worth
much if I won't risk it
360
00:17:55,942 --> 00:17:57,275
for what I think is right.
361
00:17:57,477 --> 00:17:59,611
Besides, I have a plan.
362
00:18:00,213 --> 00:18:02,547
♪♪
363
00:18:02,649 --> 00:18:03,548
[door creaks]
364
00:18:03,650 --> 00:18:12,355
♪♪
365
00:18:12,526 --> 00:18:13,225
[slam]
366
00:18:13,327 --> 00:18:20,699
♪♪
367
00:18:20,801 --> 00:18:24,335
Well, brother of mine, we've got
almost all the bits we need
368
00:18:24,437 --> 00:18:25,804
to expand our resort.
369
00:18:25,906 --> 00:18:28,373
If we add another level of
classes and worksheets,
370
00:18:28,575 --> 00:18:29,741
we'll be there!
371
00:18:29,843 --> 00:18:33,044
Maybe we should add two
levels, just to be safe.
372
00:18:33,446 --> 00:18:36,815
[beep and power up]
373
00:18:36,917 --> 00:18:38,316
[splashing]
374
00:18:38,718 --> 00:18:41,219
Ah! It's a thing of beauty.
375
00:18:41,321 --> 00:18:42,453
But I was thinking,
376
00:18:42,555 --> 00:18:46,291
what if we added another
extreme pool slide here?
377
00:18:46,893 --> 00:18:49,994
Sure, as long as the pipes for
the musical chocolate fountain
378
00:18:50,096 --> 00:18:51,963
go through.. here.
379
00:18:52,065 --> 00:18:53,264
Twilight: But
shouldn't it go closer
380
00:18:53,366 --> 00:18:55,566
to the pudding
hot tub here?
381
00:18:55,668 --> 00:18:57,602
Fair point, but-- WHAT?
382
00:18:57,704 --> 00:19:00,004
I knew your school was a scam!
383
00:19:00,406 --> 00:19:02,040
Well, well, well.
384
00:19:02,142 --> 00:19:04,375
If it isn't the
Princess of Jealousy.
385
00:19:04,477 --> 00:19:07,445
I guess we'll be going
to the papers after all.
386
00:19:07,847 --> 00:19:09,647
And I suppose I'll just
lead your students
387
00:19:09,749 --> 00:19:13,151
into this secret room of bits
and resort expansion plans!
388
00:19:13,753 --> 00:19:16,487
Err.. let's not get hasty.
389
00:19:16,589 --> 00:19:19,424
You have something on us;
we have something on you.
390
00:19:19,726 --> 00:19:21,559
Let's just call it.. even.
391
00:19:21,661 --> 00:19:22,727
I don't think so.
392
00:19:22,829 --> 00:19:24,996
You can destroy my
reputation if you want,
393
00:19:25,098 --> 00:19:28,466
but using your students' bits to
expand your resort is wrong,
394
00:19:28,568 --> 00:19:30,935
even if the lessons you
teach are good ones.
395
00:19:31,037 --> 00:19:32,403
Of course, they're good.
396
00:19:32,505 --> 00:19:34,839
We copied them from your book.
397
00:19:34,941 --> 00:19:36,541
We just skipped
every other page.
398
00:19:36,643 --> 00:19:38,509
"All the lessons,
half the time!"
399
00:19:38,811 --> 00:19:41,546
Ugh. Fine. If you really
want to call it even,
400
00:19:41,648 --> 00:19:44,649
give back the bits and stop
charging for my lessons.
401
00:19:44,751 --> 00:19:47,052
Then you can teach them
as much as you like.
402
00:19:47,854 --> 00:19:50,855
Nah! Running a school is
more work than we thought.
403
00:19:50,957 --> 00:19:53,392
Besides, we almost have
everything we need.
404
00:19:54,094 --> 00:19:55,660
I think not!
405
00:19:55,962 --> 00:19:57,095
Plainity?
406
00:19:57,297 --> 00:19:59,130
My star pupil?
407
00:19:59,232 --> 00:20:01,032
Not Plainity, but...
408
00:20:01,234 --> 00:20:02,500
Rarity!
409
00:20:02,902 --> 00:20:03,535
Who?
410
00:20:03,637 --> 00:20:05,470
We decided to bring
somepony else here
411
00:20:05,572 --> 00:20:08,006
to listen to everything
you just said!
412
00:20:08,908 --> 00:20:13,010
[mumble] Hey! Starswirl. We
were just about to--
413
00:20:13,112 --> 00:20:15,012
Return the bits
you've collected from
414
00:20:15,114 --> 00:20:18,016
your students and
close your school?
415
00:20:18,218 --> 00:20:20,151
[gulp] Yeah. That.
416
00:20:20,453 --> 00:20:25,957
♪♪
417
00:20:26,059 --> 00:20:29,160
Ah, it seems I'll
never stop learning
418
00:20:29,262 --> 00:20:30,929
from your example,
Twilight.
419
00:20:31,131 --> 00:20:34,666
It is a valuable lesson to stand
up for what you know is true.
420
00:20:34,968 --> 00:20:36,834
I wish I had known it too.
421
00:20:36,936 --> 00:20:38,836
Thanks for returning our bits,
422
00:20:39,038 --> 00:20:42,106
but how are we going to
learn about friendship now?
423
00:20:42,208 --> 00:20:44,943
[disappointed murmurs]
424
00:20:45,045 --> 00:20:49,380
Well, I can refer you to a
fairly reputable establishment
425
00:20:49,482 --> 00:20:51,349
just outside of Ponyville.
426
00:20:51,451 --> 00:20:55,453
I'm quite certain the headmare
would consider letting you in.
427
00:20:55,955 --> 00:20:56,788
[giggled agreement]
428
00:20:57,290 --> 00:20:58,890
[cheers]
429
00:20:58,992 --> 00:21:01,759
"Of course, if I ever
go to a school again,
430
00:21:01,861 --> 00:21:05,696
I'll make sure it's yours.
In friendship, Starswirl."
431
00:21:05,898 --> 00:21:07,865
I still don't understand
how Flim and Flam
432
00:21:07,967 --> 00:21:09,701
could have gotten
a copy of your book.
433
00:21:10,303 --> 00:21:12,870
Uh. I finished straightening
up in the library.
434
00:21:13,072 --> 00:21:15,406
Professor Rarity, I just
wanted to make sure
435
00:21:15,508 --> 00:21:17,408
you're definitely
keeping these.
436
00:21:17,710 --> 00:21:19,010
But of course, darling.
437
00:21:19,211 --> 00:21:21,411
If there's one thing I learned
at Friendship University,
438
00:21:21,514 --> 00:21:23,748
it is not to give up when
you know what's right
439
00:21:24,050 --> 00:21:27,485
and I know teaching friendship
through sewing is right!
440
00:21:27,687 --> 00:21:30,421
I just need to figure out how...