1
00:00:01,135 --> 00:00:08,703
♪♪
2
00:00:08,876 --> 00:00:09,475
[bump]
3
00:00:14,682 --> 00:00:16,282
Thank you for the mail delivery!
4
00:00:16,384 --> 00:00:18,483
Have a wonderful day!
5
00:00:18,585 --> 00:00:30,353
♪♪
6
00:00:30,531 --> 00:00:31,998
You're new here, right?
7
00:00:33,200 --> 00:00:36,502
I'm Cozy Glow, Professor
Sparkle's Friendship Assistant.
8
00:00:36,604 --> 00:00:38,070
Welcome to our school!
9
00:00:38,872 --> 00:00:41,841
Your first class is
just down that hall.
10
00:00:45,446 --> 00:00:46,879
[door opens and closes]
11
00:00:49,550 --> 00:00:52,084
A seven-letter
word for teamwork...
12
00:00:52,486 --> 00:00:53,952
Have you tried
synergy?
13
00:00:55,489 --> 00:00:56,488
That's it!
14
00:00:56,590 --> 00:00:57,790
Thanks, Cozy!
15
00:00:58,392 --> 00:00:59,958
Heh. What are friends for?
16
00:01:04,165 --> 00:01:05,865
[door opens and closes]
17
00:01:06,267 --> 00:01:08,033
Good morning,
Professor Sparkle!
18
00:01:09,603 --> 00:01:11,470
The mail's here already?
What time is it!?
19
00:01:11,572 --> 00:01:13,672
I'm late for my class's
field trip to Cloudsdale!
20
00:01:15,776 --> 00:01:16,675
[gasping]
21
00:01:16,777 --> 00:01:17,877
Don't worry!
22
00:01:17,979 --> 00:01:20,546
I asked Professor Rainbow
Dash to cover for you.
23
00:01:20,648 --> 00:01:22,614
And she said.. yes?
24
00:01:22,816 --> 00:01:24,917
Uh huh! I told her
how busy you are,
25
00:01:25,019 --> 00:01:27,286
and how much her
loyalty meant to you.
26
00:01:27,388 --> 00:01:30,089
I also color-coded your teaching
schedule by friendship element,
27
00:01:30,191 --> 00:01:32,858
and cataloged all the magical
artifacts in the school.
28
00:01:33,060 --> 00:01:34,326
I hope that's OK...
29
00:01:34,628 --> 00:01:37,096
OK? Cozy,
that's amazing!
30
00:01:37,198 --> 00:01:38,731
You're like my
right-hoof pony.
31
00:01:38,833 --> 00:01:40,466
I don't know what
I'd do without you.
32
00:01:40,868 --> 00:01:43,068
[giggle]
It's like you taught me.
33
00:01:43,170 --> 00:01:45,737
Helping is what
friendship's all about.
34
00:01:45,839 --> 00:01:46,872
Exactly!
35
00:01:46,974 --> 00:01:48,574
And hopefully my class
is learning that
36
00:01:48,676 --> 00:01:50,542
on their field
trip right now.
37
00:01:50,644 --> 00:01:53,144
I heard they might do
some sight-seeing first.
38
00:01:54,825 --> 00:01:56,525
[lightning]
39
00:01:56,650 --> 00:01:57,783
Tada!
40
00:01:57,885 --> 00:02:00,119
The Pegasus Weather Factory!
41
00:02:00,221 --> 00:02:03,722
Every drop of rain or flake of
snow from Cloudsdale
42
00:02:03,824 --> 00:02:05,424
comes from there!
43
00:02:05,626 --> 00:02:06,959
All: Whoaaa.
44
00:02:07,061 --> 00:02:08,028
I know, right?
45
00:02:09,030 --> 00:02:11,330
Hey! The cool
stuff's over here!
46
00:02:12,600 --> 00:02:16,335
Wow! I've never stood on
a cloud before.
47
00:02:16,737 --> 00:02:18,771
You can't, normally.
But for our trip,
48
00:02:18,873 --> 00:02:21,173
I cast a spell that lets
us walk like Pegasi.
49
00:02:21,975 --> 00:02:23,775
[wind rumbles]
50
00:02:23,877 --> 00:02:24,643
Hey Yona!
51
00:02:24,745 --> 00:02:26,245
Come check out this view.
52
00:02:26,547 --> 00:02:28,915
Unless you're too scared...
53
00:02:30,117 --> 00:02:31,483
Yona not scared.
54
00:02:33,254 --> 00:02:35,220
AHHH! NOW YONA SCARED!
55
00:02:35,322 --> 00:02:36,288
[gasp]
56
00:03:14,461 --> 00:03:17,828
[scream]
57
00:03:20,667 --> 00:03:21,433
[gasp]
58
00:03:22,313 --> 00:03:24,213
[squeals]
59
00:03:24,338 --> 00:03:25,904
C'mon! We gotta catch them!
60
00:03:27,808 --> 00:03:33,278
[screams]
61
00:03:33,380 --> 00:03:34,413
Gotcha!
62
00:03:34,715 --> 00:03:35,847
It's OK, Yona!
63
00:03:35,949 --> 00:03:37,616
You like flying, remember?
64
00:03:37,718 --> 00:03:39,384
Flying. Not falling!
65
00:03:39,486 --> 00:03:40,152
[thud]
66
00:03:40,454 --> 00:03:42,120
[kissing]
67
00:03:43,490 --> 00:03:44,423
I don't understand!
68
00:03:44,525 --> 00:03:46,725
I-I-It's like my spell
stopped working!
69
00:03:47,027 --> 00:03:49,461
That's.. never happened before!
70
00:03:52,208 --> 00:03:52,708
[door opens]
71
00:03:52,833 --> 00:03:53,899
We have an emergency!
72
00:03:54,001 --> 00:03:56,201
The students dropped
out of the sky!
73
00:03:56,503 --> 00:03:58,003
Slow down.
What happened?
74
00:03:58,105 --> 00:04:00,339
I cast a spell for our
field trip to Cloudsdale.
75
00:04:00,441 --> 00:04:02,107
But my magic just.. failed!
76
00:04:02,209 --> 00:04:04,577
We barely caught
everypony in time!
77
00:04:05,279 --> 00:04:06,645
I'm glad you're all OK.
78
00:04:06,747 --> 00:04:08,847
But I'm sure it's nothing
to worry about, Starlight.
79
00:04:09,049 --> 00:04:10,516
Maybe you did your
spell wrong.
80
00:04:11,318 --> 00:04:12,384
Let's take a look.
81
00:04:15,556 --> 00:04:17,189
I didn't drop that book...
82
00:04:17,291 --> 00:04:19,324
Maybe you did
your spell wrong..?
83
00:04:19,426 --> 00:04:20,225
[bang]
84
00:04:20,327 --> 00:04:21,326
Rarity: OWWWW!
85
00:04:21,428 --> 00:04:23,195
Rarity ran into the door.
86
00:04:23,297 --> 00:04:26,698
My magic is GONE!
87
00:04:26,800 --> 00:04:31,203
I even had to use my
hooves to coif my tail!
88
00:04:31,705 --> 00:04:33,572
Still think there's
nothing to worry about?
89
00:04:33,774 --> 00:04:35,274
This doesn't make any sense.
90
00:04:35,576 --> 00:04:37,476
Magic can't just disappear!
91
00:04:37,578 --> 00:04:39,344
Something has to
be causing this.
92
00:04:39,746 --> 00:04:40,546
Um...
93
00:04:40,648 --> 00:04:44,216
Didn't we learn in class about
a creature that eats magic?
94
00:04:44,418 --> 00:04:47,452
Tir...T..Tur..something?
95
00:04:47,754 --> 00:04:49,488
[gasp] Tirek!
96
00:04:49,890 --> 00:04:52,124
Isn't he trapped in Tartarus?
97
00:04:52,426 --> 00:04:52,925
[bang]
98
00:04:53,027 --> 00:04:54,426
[gagging]
99
00:04:54,528 --> 00:04:55,861
Spike!? What's wrong!?
100
00:04:55,963 --> 00:04:58,929
[gagging]
101
00:04:59,053 --> 00:05:00,300
[whoosh]
102
00:05:00,501 --> 00:05:01,533
Whew. Thanks.
103
00:05:01,635 --> 00:05:03,702
I've never had a letter
get stuck before..
104
00:05:04,104 --> 00:05:06,305
It's from Princess Celestia!
105
00:05:06,407 --> 00:05:09,874
We've all been called to an
emergency meeting in Canterlot!
106
00:05:09,976 --> 00:05:10,742
Look!
107
00:05:12,913 --> 00:05:14,746
Pretty sure I know
what it's about.
108
00:05:16,750 --> 00:05:19,151
Celestia: Throughout our city,
ponies have been reporting
109
00:05:19,253 --> 00:05:21,086
tales of their magic failing.
110
00:05:21,188 --> 00:05:23,889
Spells going wrong,
potions not working...
111
00:05:23,991 --> 00:05:26,358
Even raising the moon
has become difficult.
112
00:05:26,460 --> 00:05:28,460
Are there similar
troubles in Ponyville?
113
00:05:28,562 --> 00:05:30,529
We experienced it first hoof.
114
00:05:30,631 --> 00:05:32,431
It's the same in my kingdom.
115
00:05:32,533 --> 00:05:34,600
The Crystal Heart
seems safe for now,
116
00:05:34,702 --> 00:05:37,435
but.. I worry if this continues.
117
00:05:41,041 --> 00:05:44,609
Letter for the Princesses,
from Starswirl the Bearded.
118
00:05:48,215 --> 00:05:50,616
Ah! It is even more
terrible than we feared.
119
00:05:50,918 --> 00:05:53,752
Magic is disappearing
all across Equestria.
120
00:05:53,854 --> 00:05:54,987
[gasps]
121
00:05:55,489 --> 00:05:58,223
Starswirl believes the power
will drain from our land
122
00:05:58,325 --> 00:05:59,758
in three days.
123
00:06:00,060 --> 00:06:03,028
First, unicorn magic
and spells will fail.
124
00:06:03,230 --> 00:06:04,730
That's what's happening now!
125
00:06:04,832 --> 00:06:08,667
On the second day, creatures
will lose their magic abilities.
126
00:06:08,769 --> 00:06:10,369
[gasp] Oh, no!
127
00:06:10,771 --> 00:06:14,606
And finally, magical
artifacts will stop working.
128
00:06:14,708 --> 00:06:17,009
When the sun sets
on the third day,
129
00:06:17,211 --> 00:06:19,611
the magic in our
world will be gone...
130
00:06:19,713 --> 00:06:20,579
forever!
131
00:06:20,681 --> 00:06:21,480
[gasp]
132
00:06:21,582 --> 00:06:23,683
But why is this happening now?
133
00:06:24,385 --> 00:06:25,550
That's the worst part.
134
00:06:25,652 --> 00:06:26,919
We have no idea.
135
00:06:27,121 --> 00:06:28,954
Has anypony checked on Tirek?
136
00:06:29,056 --> 00:06:31,723
You mean the big red scary
centaur who eats magic?
137
00:06:31,825 --> 00:06:35,926
Why would we want...
Ohhhh. Right.
138
00:06:36,630 --> 00:06:39,598
If he has found some way
to escape his prison,
139
00:06:39,700 --> 00:06:44,570
or work from within it, he
could be responsible for this.
140
00:06:44,672 --> 00:06:46,905
That is the best
explanation so far.
141
00:06:47,007 --> 00:06:48,707
Somepony should
investigate.
142
00:06:48,909 --> 00:06:49,674
We'll go.
143
00:06:49,776 --> 00:06:51,109
Oh, no no no no.
144
00:06:51,211 --> 00:06:53,078
Not without us you wo--
145
00:06:53,280 --> 00:06:55,781
Wait. Did you say "we"?
146
00:06:55,983 --> 00:06:57,849
I've finally learned
that it's OK
147
00:06:57,951 --> 00:06:59,685
to count on your
friends for help.
148
00:06:59,987 --> 00:07:02,153
Um...You do want
to come, right?
149
00:07:02,255 --> 00:07:03,722
Uh, DUH!
150
00:07:04,024 --> 00:07:05,190
Thank you all.
151
00:07:05,292 --> 00:07:07,359
We will search for ways
to protect Equestria
152
00:07:07,461 --> 00:07:08,694
in your absence.
153
00:07:08,796 --> 00:07:11,863
Be careful. Tartarus has
changed since you were there.
154
00:07:11,965 --> 00:07:14,399
It now holds many
dangerous creatures,
155
00:07:14,501 --> 00:07:16,735
and you won't be able
to rely on your magic.
156
00:07:16,837 --> 00:07:19,738
With her friends by her
side, she won't have to.
157
00:07:21,284 --> 00:07:21,884
[door opens]
158
00:07:22,009 --> 00:07:24,743
OK. I left you my lesson
plan, all my student files,
159
00:07:24,945 --> 00:07:26,645
and my annotated syllabus notes.
160
00:07:26,847 --> 00:07:28,980
If anything goes
wrong, get Celestia.
161
00:07:29,082 --> 00:07:29,749
Got it.
162
00:07:30,451 --> 00:07:32,184
Maybe I should just
close the school
163
00:07:32,286 --> 00:07:33,853
and send my students home?
164
00:07:33,955 --> 00:07:37,056
[sigh] Would you go save
Equestria already?
165
00:07:38,058 --> 00:07:42,294
OK! Cozy packed us all up for a
trip to bad guy central.
166
00:07:42,396 --> 00:07:44,062
Don't forget
the sandwiches!
167
00:07:44,164 --> 00:07:45,964
I marked whose is
whose just in case.
168
00:07:46,066 --> 00:07:47,733
Starlight can't
stand mustard.
169
00:07:48,435 --> 00:07:50,335
That's so sweet
of you, Cozy.
170
00:07:50,537 --> 00:07:53,405
But Twilight has asked me to
stay here to run the school.
171
00:07:54,407 --> 00:07:57,008
Oh. I thought that after what
happened last time...
172
00:07:57,110 --> 00:07:58,610
Once you survive
Discord,
173
00:07:58,712 --> 00:08:00,445
anything else is
a piece of cake.
174
00:08:00,846 --> 00:08:01,624
[soft whine]
175
00:08:01,749 --> 00:08:03,782
Plus she'll have
you to help her.
176
00:08:04,284 --> 00:08:06,118
Oh, golly, yes!
177
00:08:06,220 --> 00:08:09,154
I promise I'll be the
best assistant ever!
178
00:08:09,356 --> 00:08:11,156
C'mon! We can start
working on your
179
00:08:11,258 --> 00:08:13,558
substitute Headmare plans
right now, if you like.
180
00:08:14,060 --> 00:08:16,428
Wow...! Uh, OK.
181
00:08:16,930 --> 00:08:19,431
♪♪
182
00:08:19,533 --> 00:08:21,767
See? Nothing to
worry about.
183
00:08:22,469 --> 00:08:23,935
Tell me there's
nothing to worry about.
184
00:08:29,720 --> 00:08:30,320
[door opens]
185
00:08:32,145 --> 00:08:34,279
Good morning,
friendship students!
186
00:08:34,581 --> 00:08:37,949
I know we're all sad
Professor Sparkle is away...
187
00:08:38,151 --> 00:08:41,486
But don't worry, because
she left ME in charge,
188
00:08:41,588 --> 00:08:43,855
to do things just
the way she would!
189
00:08:44,457 --> 00:08:48,326
Uh. I thought Starlight Glimmer was
gonna be temporary headmare.
190
00:08:48,428 --> 00:08:50,862
She was. But she
left me this note:
191
00:08:51,064 --> 00:08:54,065
"I have to go. Twilight
needs my help."
192
00:08:54,167 --> 00:08:56,934
"I know the school is in
good hooves with you, Cozy."
193
00:08:57,036 --> 00:08:57,702
[giggle]
194
00:08:57,804 --> 00:08:59,004
Isn't that sweet?
195
00:08:59,406 --> 00:09:01,506
We won't let Starlight
down, will we?
196
00:09:01,808 --> 00:09:03,975
[agreeing chatter]
197
00:09:04,077 --> 00:09:06,244
It's just kinda weird, isn't it?
198
00:09:06,746 --> 00:09:08,247
I don't know
what you mean.
199
00:09:08,749 --> 00:09:10,749
Like... why'd she
change her mind?
200
00:09:10,851 --> 00:09:12,217
Why did Starlight
write a note,
201
00:09:12,319 --> 00:09:14,619
instead of say goodbye
to us herself?
202
00:09:14,721 --> 00:09:16,354
Doesn't make any sense.
203
00:09:16,756 --> 00:09:19,289
[questioning murmurs]
[cozy giggling]
204
00:09:19,491 --> 00:09:20,325
Oh, Smolder.
205
00:09:20,427 --> 00:09:23,194
You forget; we're
not scheming dragons.
206
00:09:23,296 --> 00:09:24,496
We're ponies!
207
00:09:24,698 --> 00:09:26,497
Sounds like somecreature
needs to do
208
00:09:26,599 --> 00:09:28,799
a little extra
friendship homework!
209
00:09:28,901 --> 00:09:29,934
[laughing]
210
00:09:30,036 --> 00:09:31,002
Grrr.
211
00:09:31,104 --> 00:09:32,837
Yak not pony either.
212
00:09:32,939 --> 00:09:35,573
If Smolder get homework,
Yona get homework.
213
00:09:35,675 --> 00:09:36,574
Me too.
214
00:09:36,676 --> 00:09:37,342
I'm in.
215
00:09:37,444 --> 00:09:39,944
Yeah! Homework party!
216
00:09:41,514 --> 00:09:42,914
Ugh. Fine.
217
00:09:43,216 --> 00:09:44,515
What loyalty!
218
00:09:44,617 --> 00:09:47,118
Professor Rainbow Dash
would be so proud.
219
00:09:47,220 --> 00:09:49,053
You are such good friends.
220
00:09:49,455 --> 00:09:50,388
You all are!
221
00:09:50,490 --> 00:09:52,256
And I'm grateful
because it will be
222
00:09:52,358 --> 00:09:55,193
awfully hard running a
whole school alone!
223
00:09:55,295 --> 00:09:57,228
Can I count on each
of you to help me?
224
00:09:57,430 --> 00:09:59,731
[agreeing shouts]
225
00:09:59,833 --> 00:10:01,532
Thank you so much!
226
00:10:01,634 --> 00:10:03,634
It's just like our
professors taught us:
227
00:10:03,736 --> 00:10:06,904
together, we can get
through anything!
228
00:10:09,576 --> 00:10:12,376
[buzzing]
229
00:10:12,479 --> 00:10:13,879
[thunk]
Owww!
230
00:10:14,081 --> 00:10:17,182
Ugh! I have had it with
these horrible flies!
231
00:10:17,284 --> 00:10:20,419
[whining] I miss my magic.
232
00:10:20,921 --> 00:10:23,321
Have you tried using your
tail to shoo them away?
233
00:10:23,623 --> 00:10:25,223
Oh! Bite your tongue!
234
00:10:25,325 --> 00:10:27,158
It's for decorative
purposes only.
235
00:10:27,260 --> 00:10:30,094
Hey, I didn't know we
packed green cupcakes!
236
00:10:31,064 --> 00:10:32,831
Um. We didn't.
237
00:10:32,933 --> 00:10:36,034
They must have gone bad without
magic to keep them cold.
238
00:10:36,936 --> 00:10:39,204
Magic this, magic that.
239
00:10:39,306 --> 00:10:41,739
We don't need magic to
go on a little hike!
240
00:10:41,841 --> 00:10:43,342
[thunderclap]
241
00:10:44,744 --> 00:10:46,178
You were saying?
242
00:10:46,680 --> 00:10:49,748
You just need to think more
like Earth ponies, y'all.
243
00:10:50,250 --> 00:10:52,417
Granny's Apple Core
No Bite No More.
244
00:10:52,519 --> 00:10:53,784
That'll keep the flies off.
245
00:10:55,255 --> 00:10:58,589
[sniff] Ooh, it smells
just like it looks!
246
00:10:59,659 --> 00:11:01,259
Even if our
food's spoiled,
247
00:11:01,361 --> 00:11:03,428
these blueberries are
still good to eat.
248
00:11:04,230 --> 00:11:06,731
Too bad we can't do anything
about the rainstorm.
249
00:11:07,033 --> 00:11:10,401
I can't stop that storm by
myself but I can still help!
250
00:11:12,304 --> 00:11:13,837
[thunderclap]
251
00:11:15,876 --> 00:11:18,944
I think we have all the
magic we need right here.
252
00:11:19,746 --> 00:11:21,746
Not that I don't
want to get it back...
253
00:11:22,048 --> 00:11:22,714
Let's go!
254
00:11:25,152 --> 00:11:28,186
[happy chatter]
255
00:11:28,288 --> 00:11:30,889
Cozy Glow baked our
class cupcakes today!
256
00:11:30,991 --> 00:11:33,358
And she made all of us
friendship bracelets!
257
00:11:33,460 --> 00:11:35,393
She's the nicest
pony I've ever met.
258
00:11:35,495 --> 00:11:37,595
I'm SO glad
she's Headmare.
259
00:11:37,697 --> 00:11:41,165
Uh, temporary
Headmare, right guys?
260
00:11:41,467 --> 00:11:42,801
Oh, oh. Of course!
261
00:11:43,003 --> 00:11:46,537
But if Twilight takes her time
coming back, I won't mind.
262
00:11:46,639 --> 00:11:48,205
[giggles]
263
00:11:50,755 --> 00:11:51,555
[door opens]
264
00:11:53,680 --> 00:11:56,981
Finally! We thought you
forgot about study club!
265
00:11:57,183 --> 00:11:58,016
Sorry I'm late.
266
00:11:58,118 --> 00:12:01,052
Cozy Glow gave our class tickets
to a Sapphire Shores concert
267
00:12:01,154 --> 00:12:02,387
in Ponyville tonight.
268
00:12:02,489 --> 00:12:04,655
You get the feeling
Cozy's trying too hard
269
00:12:04,757 --> 00:12:05,890
to make us like her?
270
00:12:06,092 --> 00:12:07,692
Or maybe she just
wants to help us
271
00:12:07,794 --> 00:12:11,529
keep our minds off of how scary
it is that magic's disappearing.
272
00:12:11,731 --> 00:12:13,164
I don't trust her.
273
00:12:13,266 --> 00:12:16,001
What's she up to behind those
big eyes and bouncy curls?
274
00:12:16,103 --> 00:12:18,036
[creak]
275
00:12:18,138 --> 00:12:22,240
And why Cozy Pony coming out
catacombs so late at night?
276
00:12:22,342 --> 00:12:27,745
♪♪
277
00:12:27,847 --> 00:12:29,447
Let's go ask her.
278
00:12:32,986 --> 00:12:34,886
This is the only
door to Tartarus.
279
00:12:35,088 --> 00:12:37,155
The good news is, the
seal isn't broken,
280
00:12:37,257 --> 00:12:39,323
so we know Tirek
didn't escape.
281
00:12:39,425 --> 00:12:40,458
Let me guess.
282
00:12:40,660 --> 00:12:42,260
Ya got bad news too.
283
00:12:42,562 --> 00:12:45,196
Last time I was here, I had
to use magic to get in.
284
00:12:45,298 --> 00:12:47,665
And according to Starswirl,
all unicorn magic
285
00:12:47,767 --> 00:12:49,768
was gone by yesterday's sunset.
286
00:12:50,170 --> 00:12:51,502
Maybe he was wrong!
287
00:12:52,605 --> 00:12:54,371
[grunt]
288
00:12:55,275 --> 00:12:56,340
[sigh]
289
00:12:56,442 --> 00:12:57,775
Don't worry, Twilight.
290
00:12:57,877 --> 00:12:58,943
I got this!
291
00:13:00,113 --> 00:13:00,812
[knock knock]
292
00:13:01,014 --> 00:13:03,213
Free pizza delivery!
293
00:13:04,785 --> 00:13:06,317
Huh. Always worked before.
294
00:13:06,419 --> 00:13:07,118
Oh, well.
295
00:13:07,420 --> 00:13:10,721
Did any of y'all pack something
that could actually help?
296
00:13:14,594 --> 00:13:16,027
These all do magic,
297
00:13:16,329 --> 00:13:18,462
but not the kind we're
looking for, I'm afraid.
298
00:13:19,365 --> 00:13:20,298
How about this!
299
00:13:21,000 --> 00:13:22,733
The Key of Unfettered Entrance!
300
00:13:22,835 --> 00:13:24,435
Where did you find this, Spike?
301
00:13:24,537 --> 00:13:25,303
In your bag!
302
00:13:25,405 --> 00:13:27,105
Cozy Glow must have
packed it for you.
303
00:13:27,407 --> 00:13:29,707
She really did
think of everything!
304
00:13:29,809 --> 00:13:31,643
Um, what does it do?
305
00:13:32,145 --> 00:13:34,178
It can magically open any door.
306
00:13:34,280 --> 00:13:37,314
And since artifacts like this
haven't lost their power yet...
307
00:13:38,018 --> 00:13:42,086
[power up]
308
00:13:42,188 --> 00:13:45,088
[creaking]
309
00:13:48,394 --> 00:13:50,328
[smash]
310
00:13:50,530 --> 00:13:52,129
I guess it only works once.
311
00:13:55,002 --> 00:13:56,401
[door closes]
312
00:13:58,746 --> 00:13:59,646
[scream]
313
00:13:59,771 --> 00:14:00,738
Aaah!
314
00:14:00,840 --> 00:14:01,906
Cockatrice!
315
00:14:02,008 --> 00:14:03,641
Do something, Fluttershy!
316
00:14:03,743 --> 00:14:04,575
Don't look at it!
317
00:14:04,677 --> 00:14:06,310
It'll turn you to stone!
318
00:14:06,412 --> 00:14:07,612
[growl]
319
00:14:07,714 --> 00:14:09,147
I don't feel like stone.
320
00:14:09,849 --> 00:14:11,716
Unless it's really
bouncy stone.
321
00:14:15,555 --> 00:14:18,056
I think he lost
his magic too.
322
00:14:18,858 --> 00:14:21,125
All the creatures
here must have.
323
00:14:25,532 --> 00:14:28,132
Starswirl said that would
happen on the second day.
324
00:14:28,234 --> 00:14:30,468
I know it should
make me feel safer, but...
325
00:14:30,670 --> 00:14:32,103
it just makes me sad.
326
00:14:32,405 --> 00:14:33,704
We gotta fix this!
327
00:14:40,129 --> 00:14:47,529
♪♪
328
00:14:47,654 --> 00:14:49,788
Where is Princess Twilight?
329
00:14:50,190 --> 00:14:52,523
Oh, golly! She's
away on a quest.
330
00:14:52,625 --> 00:14:54,326
I'm watching the
school for her.
331
00:14:55,128 --> 00:14:57,228
Magic is failing
across our land,
332
00:14:57,330 --> 00:15:00,498
and she left a foal
in charge of this facility!?
333
00:15:00,800 --> 00:15:01,566
Yes sir!
334
00:15:01,668 --> 00:15:03,501
Is there anything
I can do for you?
335
00:15:03,603 --> 00:15:05,436
That won't be necessary.
336
00:15:05,738 --> 00:15:07,939
Twilight's folly stops here.
337
00:15:08,041 --> 00:15:10,942
As of now, I am Headstallion.
338
00:15:11,044 --> 00:15:14,112
And I have quite a
few changes to make.
339
00:15:14,514 --> 00:15:19,482
♪♪
340
00:15:21,600 --> 00:15:25,300
♪♪
341
00:15:25,425 --> 00:15:27,225
If all these monsters
lost their magic,
342
00:15:27,327 --> 00:15:30,562
then getting past Cerberus
should be easy-peasy.
343
00:15:31,832 --> 00:15:33,464
[footsteps]
Look out!
344
00:15:33,588 --> 00:15:36,088
[loud footsteps continue]
345
00:15:36,236 --> 00:15:37,568
I'll talk to him.
346
00:15:38,070 --> 00:15:39,003
[growl]
347
00:15:39,105 --> 00:15:41,973
Um, excuse me, puppy...
348
00:15:42,675 --> 00:15:45,042
You're a very good guard dog.
349
00:15:45,144 --> 00:15:46,111
Yes you are!
350
00:15:46,313 --> 00:15:50,281
But um, we were wondering if we
could get by to check on Tirek?
351
00:15:51,060 --> 00:15:51,960
[growl]
352
00:15:52,685 --> 00:15:54,252
[slurp]
353
00:15:54,354 --> 00:15:55,953
That looks like a yes.
354
00:15:56,255 --> 00:15:56,955
[splash]
355
00:15:58,057 --> 00:15:59,490
I'll get you a
towel, darling.
356
00:15:59,592 --> 00:16:00,791
[giggle]
357
00:16:01,093 --> 00:16:07,065
♪♪
358
00:16:07,167 --> 00:16:11,069
The Princess of Friendship,
here for a visit.
359
00:16:11,371 --> 00:16:14,672
What have I done to earn
the honor of your company?
360
00:16:14,874 --> 00:16:16,240
We want answers, Tirek.
361
00:16:16,342 --> 00:16:18,442
Magic is disappearing
from Equestria.
362
00:16:18,744 --> 00:16:20,178
I know.
363
00:16:20,280 --> 00:16:24,815
What a waste of such
[slurp] delicious power.
364
00:16:24,917 --> 00:16:27,285
[slurping]
365
00:16:27,887 --> 00:16:29,754
So you are behind this!
366
00:16:29,856 --> 00:16:31,189
Silly filly.
367
00:16:31,291 --> 00:16:33,224
If I had all that magic,
368
00:16:33,326 --> 00:16:35,526
do you think I'd still
be locked up in here?
369
00:16:37,730 --> 00:16:41,399
But I might know
something about it...
370
00:16:46,306 --> 00:16:47,538
What are you doing!?
371
00:16:47,640 --> 00:16:49,841
Those are Twilight's
student files!
372
00:16:50,343 --> 00:16:52,844
These aren't. Not anymore.
373
00:16:52,946 --> 00:16:56,347
With Equestria under attack,
ponies must stand together!
374
00:16:56,449 --> 00:16:59,584
Twilight has endangered us all
by skipping off on
375
00:16:59,686 --> 00:17:03,421
"friendship trips," while these
dangerous creatures run loose!
376
00:17:03,523 --> 00:17:07,024
You don't think they're the
reason magic is disappearing,
377
00:17:07,126 --> 00:17:09,360
do you?
- Yes.
378
00:17:09,462 --> 00:17:11,229
I came to warn Twilight.
379
00:17:11,331 --> 00:17:15,232
But since she is gone, it falls
to me to protect you foals
380
00:17:15,334 --> 00:17:16,835
from those monsters.
381
00:17:17,337 --> 00:17:18,669
He's blaming us?
382
00:17:18,771 --> 00:17:19,870
[all talking at once]
383
00:17:19,972 --> 00:17:21,005
Did you hear something?
384
00:17:21,107 --> 00:17:22,941
It sounded like it
came from over there.
385
00:17:23,942 --> 00:17:24,718
[door opens]
386
00:17:24,843 --> 00:17:25,877
[gasps]
387
00:17:26,679 --> 00:17:29,981
You again, as I suspected...
388
00:17:30,683 --> 00:17:33,483
[zap]
389
00:17:33,585 --> 00:17:34,986
[shouts]
390
00:17:35,288 --> 00:17:38,923
From now on, this
school is pony only.
391
00:17:39,325 --> 00:17:41,759
As nature intended.
392
00:17:43,363 --> 00:17:44,295
[thud]
393
00:17:44,397 --> 00:17:47,665
Since you refuse to explain
your plot against Equestria
394
00:17:47,767 --> 00:17:49,634
and return the magic
you stole,
395
00:17:49,736 --> 00:17:52,069
you will stay here while I
summon your guardians
396
00:17:52,171 --> 00:17:53,404
to take you home.
397
00:17:53,806 --> 00:17:54,406
Wait!
398
00:17:55,908 --> 00:17:58,376
You were right about them from
the beginning, Chancellor.
399
00:17:58,578 --> 00:17:59,710
I see that now.
400
00:17:59,812 --> 00:18:01,179
-What are you saying!?
-Sandbar!?
401
00:18:01,281 --> 00:18:03,147
I don't want anything
to do with creatures
402
00:18:03,249 --> 00:18:04,982
that could threaten Equestria!
403
00:18:05,084 --> 00:18:07,518
Wisely put, colt.
404
00:18:07,920 --> 00:18:09,454
[zap]
405
00:18:09,556 --> 00:18:14,658
Everypony will come to
their senses, ...eventually.
406
00:18:16,329 --> 00:18:17,295
[door closes]
407
00:18:20,099 --> 00:18:20,831
[knock]
408
00:18:23,068 --> 00:18:23,634
[knock]
409
00:18:24,504 --> 00:18:25,236
[knock]
410
00:18:26,406 --> 00:18:27,505
[yawn]
411
00:18:29,451 --> 00:18:30,351
[crash]
412
00:18:30,576 --> 00:18:32,210
What in tarnation!?
413
00:18:32,412 --> 00:18:34,278
Sorry. I ran
out of apples.
414
00:18:36,449 --> 00:18:38,049
I need the Cutie Mark Crusaders.
415
00:18:38,151 --> 00:18:39,450
My friends are in trouble!
416
00:18:39,652 --> 00:18:41,252
Chancellor Neighsay
locked them up!
417
00:18:41,654 --> 00:18:44,388
Huh? I thought Cozy
Glow was in charge.
418
00:18:44,490 --> 00:18:45,623
Not anymore.
419
00:18:45,925 --> 00:18:47,325
But you guys are good buddies.
420
00:18:47,427 --> 00:18:49,460
If you can convince her
to distract Neighsay,
421
00:18:49,562 --> 00:18:50,995
I can break out my friends.
422
00:18:51,097 --> 00:18:51,963
Will you help me?
423
00:18:52,565 --> 00:18:54,465
Do mulberries
have seeds?
424
00:18:56,035 --> 00:18:57,101
That's a yes.
425
00:18:59,072 --> 00:19:01,505
Where's Equestria's
magic going, Tirek?
426
00:19:01,707 --> 00:19:03,308
What's making it disappear?
427
00:19:03,610 --> 00:19:08,246
If you let me out, I'm sure
it would jog my memory.
428
00:19:08,748 --> 00:19:13,351
What do you say? I scratch
your back, you scratch mine?
429
00:19:13,553 --> 00:19:15,820
How 'bout you tell
us what you know,
430
00:19:15,922 --> 00:19:17,388
or you'll be stuck
here forever,
431
00:19:17,490 --> 00:19:21,292
because we're out of magic keys
and nopony can open the door?
432
00:19:21,494 --> 00:19:23,627
Ohh, dear. I hadn't
thought of that.
433
00:19:23,729 --> 00:19:25,697
We're just as
trapped as Tirek?
434
00:19:26,599 --> 00:19:28,499
Ha ha ha ha ha.
435
00:19:28,601 --> 00:19:29,867
What a pity.
436
00:19:30,169 --> 00:19:31,635
Well, for you.
437
00:19:31,737 --> 00:19:33,971
Sweet revenge for me.
438
00:19:35,808 --> 00:19:39,610
It seems my little protégé's
plan worked after all.
439
00:19:39,912 --> 00:19:40,911
[all gasp]
440
00:19:41,013 --> 00:19:42,446
Which little protégé?
441
00:19:42,748 --> 00:19:44,782
Oh, we've never met.
442
00:19:44,884 --> 00:19:45,883
We're pen pals.
443
00:19:45,985 --> 00:19:50,655
Each letter had so many
questions about draining magic.
444
00:19:50,957 --> 00:19:53,023
And you answered them!?
445
00:19:53,125 --> 00:19:54,525
Well, I was bored.
446
00:19:54,627 --> 00:19:58,362
So I simply pointed my pen
pal in the right direction.
447
00:19:58,664 --> 00:19:59,497
[thud]
448
00:20:00,099 --> 00:20:02,933
Can't you just tell us
your pen pal's name?
449
00:20:03,035 --> 00:20:05,704
I mean, since we're
stuck here anyway...
450
00:20:06,806 --> 00:20:08,539
Oh, why not.
451
00:20:08,841 --> 00:20:11,242
The irony is too perfect.
452
00:20:11,744 --> 00:20:14,245
Her name is...
453
00:20:14,547 --> 00:20:15,714
Cozy Glow!
454
00:20:16,216 --> 00:20:18,516
I could've sworn I saw
her come down this way
455
00:20:18,618 --> 00:20:20,050
when she left her office.
456
00:20:24,323 --> 00:20:25,089
[gasp]
457
00:20:28,194 --> 00:20:31,229
Enjoying yourself
in there, Starlight?
458
00:20:31,631 --> 00:20:35,966
I'm sorry I had to push you
in, but what else could I do?
459
00:20:36,168 --> 00:20:40,138
You were going to
ruin all my plans.
460
00:20:40,940 --> 00:20:41,840
[gasp]
461
00:20:42,342 --> 00:20:43,975
You might get some company soon,
462
00:20:44,277 --> 00:20:47,912
if I can't make that
annoying Neighsay BACK OFF.
463
00:20:51,584 --> 00:20:54,151
All this magic needs time to
drain from Equestria
464
00:20:54,253 --> 00:20:57,087
before my vortex sucks
it to another realm!
465
00:20:57,589 --> 00:20:58,422
[giggle]
466
00:20:58,524 --> 00:21:01,192
Three days can sure
seem like forever, huh?
467
00:21:01,494 --> 00:21:04,829
You know, you ponies
got it all wrong.
468
00:21:05,031 --> 00:21:07,031
Friendship isn't magic.
469
00:21:07,133 --> 00:21:09,166
Friendship is POWER!
470
00:21:10,170 --> 00:21:13,437
With Twilight and her
lackies out of my way,
471
00:21:13,839 --> 00:21:17,308
all of Equestria
will bow to me...
472
00:21:17,710 --> 00:21:21,445
The future EMPRESS
OF FRIENDSHIP!
473
00:21:21,547 --> 00:21:29,818
[evil laugh building to
shrieking laughter]