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1
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♪♪
2
00:00:08,642 --> 00:00:09,608
[bump]
3
00:00:09,643 --> 00:00:10,642
[grunt]
4
00:00:14,748 --> 00:00:16,415
Thank you for the mail delivery!
5
00:00:16,450 --> 00:00:18,216
Have a wonderful day!
6
00:00:18,251 --> 00:00:21,253
♪♪
7
00:00:30,597 --> 00:00:33,331
You're new here, right?
8
00:00:33,366 --> 00:00:36,535
I'm Cozy Glow, Professor
Sparkle's Friendship Assistant.
9
00:00:36,570 --> 00:00:38,603
Welcome to our school!
10
00:00:38,638 --> 00:00:42,341
Your first class is
just down that hall.
11
00:00:45,512 --> 00:00:47,079
[door opens and closes]
12
00:00:49,616 --> 00:00:52,517
A seven-letter
word for teamwork...
13
00:00:52,552 --> 00:00:53,752
Have you tried
synergy?
14
00:00:55,555 --> 00:00:56,521
That's it!
15
00:00:56,556 --> 00:00:58,423
Thanks, Cozy!
16
00:00:58,458 --> 00:00:59,758
What are friends for?
17
00:01:04,231 --> 00:01:06,398
[door opens and closes]
18
00:01:06,433 --> 00:01:08,333
Good morning,
Professor Sparkle!
19
00:01:09,669 --> 00:01:11,803
The mail's here already?
What time is it?
20
00:01:11,838 --> 00:01:13,572
I'm late for my class's
field trip to Cloudsdale!
21
00:01:15,642 --> 00:01:16,708
[gasping]
22
00:01:16,743 --> 00:01:18,210
Don't worry!
23
00:01:18,245 --> 00:01:20,779
I asked Professor Rainbow
Dash to cover for you.
24
00:01:20,814 --> 00:01:22,747
And she said yes?
25
00:01:22,782 --> 00:01:25,150
Uh huh! I told her
how busy you are,
26
00:01:25,185 --> 00:01:27,619
and how much her
loyalty meant to you.
27
00:01:27,654 --> 00:01:30,422
I also color-coded your teaching
schedule by friendship element,
28
00:01:30,457 --> 00:01:33,191
and cataloged all the magical
artifacts in the school.
29
00:01:33,226 --> 00:01:34,659
I hope that's OK...
30
00:01:34,694 --> 00:01:37,229
OK? Cozy,
that's amazing!
31
00:01:37,264 --> 00:01:38,864
You're like my
right-hoof pony.
32
00:01:38,899 --> 00:01:40,799
I don't know what
I'd do without you.
33
00:01:40,834 --> 00:01:43,201
[giggle]
It's like you taught me.
34
00:01:43,236 --> 00:01:45,770
Helping is what
friendship's all about.
35
00:01:45,805 --> 00:01:47,205
Exactly!
36
00:01:47,240 --> 00:01:48,707
And hopefully my class
is learning that
37
00:01:48,742 --> 00:01:50,775
on their field
trip right now.
38
00:01:50,810 --> 00:01:52,844
I heard they might do
some sight-seeing first.
39
00:01:56,716 --> 00:01:57,916
Tada!
40
00:01:57,951 --> 00:02:00,452
The Pegasus Weather Factory!
41
00:02:00,487 --> 00:02:03,655
Every drop of rain or flake of
snow from Cloudsdale
42
00:02:03,690 --> 00:02:05,657
comes from there!
43
00:02:05,692 --> 00:02:07,192
Whoaaa.
44
00:02:07,227 --> 00:02:09,261
I know, right?
45
00:02:09,296 --> 00:02:11,230
Hey! The cool
stuff's over here!
46
00:02:12,666 --> 00:02:16,768
Wow. I've never stood on
a cloud before.
47
00:02:16,803 --> 00:02:19,304
You can't, normally.
But for our trip,
48
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I cast a spell that lets
us walk like Pegasi.
49
00:02:21,441 --> 00:02:23,708
[wind rumbles]
50
00:02:23,743 --> 00:02:24,776
Hey Yona!
51
00:02:24,811 --> 00:02:26,578
Come check out this view.
52
00:02:26,613 --> 00:02:29,948
Unless you're too scared...
53
00:02:29,983 --> 00:02:31,383
Yona not scared.
54
00:02:33,320 --> 00:02:35,353
NOW YONA SCARED!
55
00:02:35,388 --> 00:02:36,288
[gasp]
56
00:02:38,525 --> 00:02:42,460
♪ My little pony,my little pony ♪
57
00:02:42,495 --> 00:02:44,429
♪ Aaaahhh ♪
58
00:02:44,464 --> 00:02:46,464
♪ My little Pony ♪
59
00:02:46,499 --> 00:02:48,433
♪ I used to wonder whatfriendship could be. ♪
60
00:02:48,468 --> 00:02:50,302
♪ My Little Pony ♪
61
00:02:50,337 --> 00:02:52,771
♪ Until you all sharedits magic with me. ♪
62
00:02:52,806 --> 00:02:54,806
♪ Big adventure! ♪♪ Tons of fun ♪
63
00:02:54,841 --> 00:02:56,975
♪ A beautiful heart! ♪ ♪Faithful and strong! ♪
64
00:02:57,010 --> 00:02:59,277
♪ Sharing kindness ♪♪ it's an easy feat ♪
65
00:02:59,312 --> 00:03:01,313
♪ And magic makes itall complete! ♪
66
00:03:01,348 --> 00:03:03,448
♪ To have my little pony ♪
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00:03:03,483 --> 00:03:06,751
♪ Do you know you're allmy very best friends? ♪
68
00:03:06,786 --> 00:03:09,655
♪♪
69
00:03:14,427 --> 00:03:16,328
[scream]
70
00:03:20,533 --> 00:03:21,533
[gasp]
71
00:03:24,404 --> 00:03:25,904
C'mon! We gotta catch them!
72
00:03:27,774 --> 00:03:33,311
[screams]
73
00:03:33,346 --> 00:03:34,646
Gotcha!
74
00:03:34,681 --> 00:03:35,880
It's OK, Yona!
75
00:03:35,915 --> 00:03:37,649
You like flying, remember?
76
00:03:37,684 --> 00:03:39,317
Flying. Not falling!
77
00:03:39,352 --> 00:03:40,285
[thud]
78
00:03:40,320 --> 00:03:41,920
[kissing]
79
00:03:43,556 --> 00:03:44,656
I don't understand!
80
00:03:44,691 --> 00:03:46,858
It's like my spell
stopped working!
81
00:03:46,893 --> 00:03:49,261
That's never happened before!
82
00:03:52,699 --> 00:03:53,932
We have an emergency.
83
00:03:53,967 --> 00:03:56,434
The students dropped
out of the sky!
84
00:03:56,469 --> 00:03:58,036
Slow down.
What happened?
85
00:03:58,071 --> 00:04:00,472
I cast a spell for our
field trip to Cloudsdale.
86
00:04:00,507 --> 00:04:02,340
But my magic just failed!
87
00:04:02,375 --> 00:04:05,010
We barely caught
everypony in time!
88
00:04:05,045 --> 00:04:06,778
I'm glad you're all OK.
89
00:04:06,813 --> 00:04:08,880
But I'm sure it's nothing
to worry about, Starlight.
90
00:04:08,915 --> 00:04:10,949
Maybe you did your
spell wrong.
91
00:04:10,984 --> 00:04:11,984
Let's take a look.
92
00:04:15,522 --> 00:04:17,322
I didn't drop that book.
93
00:04:17,357 --> 00:04:19,057
Maybe you did
your spell wrong?
94
00:04:19,092 --> 00:04:20,058
[bang]
95
00:04:20,093 --> 00:04:21,459
Rarity: OWWWW!
96
00:04:21,494 --> 00:04:23,328
Rarity ran into the door.
97
00:04:23,363 --> 00:04:26,831
My magic is GONE!
98
00:04:26,866 --> 00:04:31,636
I even had to use my
hooves to coif my tail!
99
00:04:31,671 --> 00:04:33,705
Still think there's
nothing to worry about?
100
00:04:33,740 --> 00:04:35,407
This doesn't make any sense.
101
00:04:35,442 --> 00:04:37,509
Magic can't just disappear.
102
00:04:37,544 --> 00:04:39,077
Something has to
be causing this.
103
00:04:39,112 --> 00:04:40,779
Um...
104
00:04:40,814 --> 00:04:44,349
Didn't we learn in class about
a creature that eats magic?
105
00:04:44,384 --> 00:04:47,585
Tir...Something.
106
00:04:47,620 --> 00:04:49,821
Tirek!
107
00:04:49,856 --> 00:04:52,057
Isn't he trapped in Tartarus?
108
00:04:52,092 --> 00:04:53,058
[bang]
109
00:04:53,093 --> 00:04:54,559
[gagging]
110
00:04:54,594 --> 00:04:55,894
Spike? What's wrong?
111
00:04:55,929 --> 00:04:57,829
[gagging]
112
00:05:00,467 --> 00:05:01,866
Whew. Thanks.
113
00:05:01,901 --> 00:05:04,035
I've never had a letter
get stuck before.
114
00:05:04,070 --> 00:05:06,638
It's from Princess Celestia.
115
00:05:06,673 --> 00:05:09,607
We've all been called to an
emergency meeting in Canterlot!
116
00:05:09,642 --> 00:05:10,842
Look!
117
00:05:12,879 --> 00:05:14,646
Pretty sure I know
what it's about.
118
00:05:16,916 --> 00:05:19,084
Throughout our city,
ponies have been reporting
119
00:05:19,119 --> 00:05:21,119
tales of their magic failing.
120
00:05:21,154 --> 00:05:24,022
Spells going wrong,
potions not working...
121
00:05:24,057 --> 00:05:26,591
Even raising the moon
has become difficult.
122
00:05:26,626 --> 00:05:28,593
Are there similar
troubles in Ponyville?
123
00:05:28,628 --> 00:05:30,662
We experienced it first hoof.
124
00:05:30,697 --> 00:05:32,564
It's the same in my kingdom.
125
00:05:32,599 --> 00:05:34,733
The Crystal Heart
seems safe for now,
126
00:05:34,768 --> 00:05:36,835
but I worry if this continues.
127
00:05:41,107 --> 00:05:44,109
Letter for the Princesses,
from Starswirl the Bearded.
128
00:05:48,681 --> 00:05:50,849
It is even more
terrible than we feared.
129
00:05:50,884 --> 00:05:53,685
Magic is disappearing
all across Equestria.
130
00:05:53,720 --> 00:05:55,520
[gasps]
131
00:05:55,555 --> 00:05:58,056
Starswirl believes the power
will drain from our land
132
00:05:58,091 --> 00:06:00,091
in three days.
133
00:06:00,126 --> 00:06:03,061
First, unicorn magic
and spells will fail.
134
00:06:03,096 --> 00:06:04,963
That's what's happening now!
135
00:06:04,998 --> 00:06:08,500
On the second day, creatures
will lose their magic abilities.
136
00:06:08,535 --> 00:06:10,902
Oh, no!
137
00:06:10,937 --> 00:06:14,839
And finally, magical
artifacts will stop working.
138
00:06:14,874 --> 00:06:17,142
When the sun sets
on the third day,
139
00:06:17,177 --> 00:06:19,644
the magic in our
world will be gone...
140
00:06:19,679 --> 00:06:20,612
forever.
141
00:06:20,647 --> 00:06:21,713
[gasp]
142
00:06:21,748 --> 00:06:24,416
But why is this happening now?
143
00:06:24,451 --> 00:06:25,583
That's the worst part.
144
00:06:25,618 --> 00:06:27,152
We have no idea.
145
00:06:27,187 --> 00:06:29,087
Has anypony checked on Tirek?
146
00:06:29,122 --> 00:06:31,856
You mean the big red scary
centaur who eats magic?
147
00:06:31,891 --> 00:06:34,826
Why would we want...
Ohhhh. Right.
148
00:06:36,796 --> 00:06:39,831
If he has found some way
to escape his prison,
149
00:06:39,866 --> 00:06:44,803
or work from within it, he
could be responsible for this.
150
00:06:44,838 --> 00:06:46,938
That is the best
explanation so far.
151
00:06:46,973 --> 00:06:48,740
Somepony should
investigate.
152
00:06:48,775 --> 00:06:49,707
We'll go.
153
00:06:49,742 --> 00:06:51,042
Oh, no no no no.
154
00:06:51,077 --> 00:06:52,911
Not without us you wo--
155
00:06:52,946 --> 00:06:56,014
Wait. Did you say "we"?
156
00:06:56,049 --> 00:06:57,882
I've finally learned
that it's OK
157
00:06:57,917 --> 00:06:59,918
to count on your
friends for help.
158
00:06:59,953 --> 00:07:01,986
Um...You do want
to come, right?
159
00:07:02,021 --> 00:07:03,855
Uh, DUH!
160
00:07:03,890 --> 00:07:05,223
Thank you all.
161
00:07:05,258 --> 00:07:07,492
We will search for ways
to protect Equestria
162
00:07:07,527 --> 00:07:09,027
in your absence.
163
00:07:09,062 --> 00:07:11,996
Be careful. Tartarus has
changed since you were there.
164
00:07:12,031 --> 00:07:14,632
It now holds many
dangerous creatures,
165
00:07:14,667 --> 00:07:16,968
and you won't be able
to rely on your magic.
166
00:07:17,003 --> 00:07:19,538
With her friends by her
side, she won't have to.
167
00:07:22,075 --> 00:07:24,776
OK. I left you my lesson
plan, all my student files,
168
00:07:24,811 --> 00:07:26,878
and my annotated syllabus notes.
169
00:07:26,913 --> 00:07:28,713
If anything goes
wrong, get Celestia.
170
00:07:28,748 --> 00:07:30,682
Got it.
171
00:07:30,717 --> 00:07:32,217
Maybe I should just
close the school
172
00:07:32,252 --> 00:07:34,486
and send my students home.
173
00:07:34,521 --> 00:07:37,589
Would you go save
Equestria already?
174
00:07:37,624 --> 00:07:42,227
OK! Cozy packed us all up for a
trip to bad guy central.
175
00:07:42,262 --> 00:07:44,095
Don't forget
the sandwiches!
176
00:07:44,130 --> 00:07:45,997
I marked whose is
whose just in case.
177
00:07:46,032 --> 00:07:48,566
Starlight can't
stand mustard.
178
00:07:48,601 --> 00:07:50,668
That's so sweet
of you, Cozy.
179
00:07:50,703 --> 00:07:54,038
But Twilight has asked me to
stay here to run the school.
180
00:07:54,073 --> 00:07:57,041
Oh. I thought that after what
happened last time...
181
00:07:57,076 --> 00:07:58,843
Once you survive
Discord,
182
00:07:58,878 --> 00:08:00,245
anything else is
a piece of cake.
183
00:08:01,915 --> 00:08:04,115
Plus she'll have
you to help her.
184
00:08:04,150 --> 00:08:06,251
Oh, golly, yes!
185
00:08:06,286 --> 00:08:09,287
I promise I'll be the
best assistant ever!
186
00:08:09,322 --> 00:08:11,089
C'mon! We can start
working on your
187
00:08:11,124 --> 00:08:13,791
substitute Headmare plans
right now, if you like.
188
00:08:13,826 --> 00:08:16,961
Wow. Uh, OK.
189
00:08:16,996 --> 00:08:19,564
♪♪
190
00:08:19,599 --> 00:08:22,200
See? Nothing to
worry about.
191
00:08:22,235 --> 00:08:23,835
Tell me there's
nothing to worry about.
192
00:08:32,211 --> 00:08:34,312
Good morning,
friendship students!
193
00:08:34,347 --> 00:08:37,882
I know we're all sad
Professor Sparkle is away...
194
00:08:37,917 --> 00:08:41,119
But don't worry, because
she left me in charge,
195
00:08:41,154 --> 00:08:44,188
to do things just
the way she would!
196
00:08:44,223 --> 00:08:48,159
I thought Starlight Glimmer was
gonna be temporary headmare.
197
00:08:48,194 --> 00:08:50,895
She was. But she
left me this note:
198
00:08:50,930 --> 00:08:53,998
I have to go. Twilight
needs my help.
199
00:08:54,033 --> 00:08:56,267
I know the school is in
good hooves with you, Cozy.
200
00:08:56,302 --> 00:08:57,335
[giggle]
201
00:08:57,370 --> 00:08:59,137
Isn't that sweet?
202
00:08:59,172 --> 00:09:01,239
We won't let Starlight
down, will we?
203
00:09:01,274 --> 00:09:03,708
[agreeing chatter]
204
00:09:03,743 --> 00:09:06,277
It's just kinda weird, isn't it?
205
00:09:06,312 --> 00:09:08,580
I don't know
what you mean.
206
00:09:08,615 --> 00:09:10,582
Like... why'd she
change her mind?
207
00:09:10,617 --> 00:09:12,050
Why did Starlight
write a note,
208
00:09:12,085 --> 00:09:14,352
instead of say goodbye
to us herself?
209
00:09:14,387 --> 00:09:16,287
Doesn't make any sense.
210
00:09:16,322 --> 00:09:18,222
[questioning murmurs]
211
00:09:18,257 --> 00:09:20,158
Oh, Smolder.
212
00:09:20,193 --> 00:09:22,927
You forget; we're
not scheming dragons.
213
00:09:22,962 --> 00:09:24,329
We're ponies.
214
00:09:24,364 --> 00:09:26,130
Sounds like somecreature
needs to do
215
00:09:26,165 --> 00:09:28,132
a little extra
friendship homework!
216
00:09:28,167 --> 00:09:29,367
[laughing]
217
00:09:29,402 --> 00:09:30,835
Grrr.
218
00:09:30,870 --> 00:09:32,670
Yak not pony either.
219
00:09:32,705 --> 00:09:35,106
If Smolder get homework,
Yona get homework.
220
00:09:35,141 --> 00:09:36,207
Me too.
221
00:09:36,242 --> 00:09:37,175
I'm in.
222
00:09:37,210 --> 00:09:39,144
Yeah! Homework party!
223
00:09:40,980 --> 00:09:42,847
Fine.
224
00:09:42,882 --> 00:09:44,248
What loyalty!
225
00:09:44,283 --> 00:09:46,851
Professor Rainbow Dash
would be so proud.
226
00:09:46,886 --> 00:09:48,886
You are such good friends.
227
00:09:48,921 --> 00:09:50,121
You all are!
228
00:09:50,156 --> 00:09:51,889
And I'm grateful
because it will be
229
00:09:51,924 --> 00:09:54,926
awfully hard running a
whole school alone!
230
00:09:54,961 --> 00:09:56,961
Can I count on each
of you to help me?
231
00:09:56,996 --> 00:09:59,364
[agreeing shouts]
232
00:09:59,399 --> 00:10:01,265
Thank you so much!
233
00:10:01,300 --> 00:10:03,267
It's just like our
professors taught us:
234
00:10:03,302 --> 00:10:06,104
together, we can get
through anything.
235
00:10:09,442 --> 00:10:11,909
[buzzing]
236
00:10:11,944 --> 00:10:12,910
[thunk]
237
00:10:12,945 --> 00:10:14,112
Owww!
238
00:10:14,147 --> 00:10:17,115
I have had it with
these horrible flies!
239
00:10:17,150 --> 00:10:20,752
I miss my magic.
240
00:10:20,787 --> 00:10:23,154
Have you tried using your
tail to shoo them away?
241
00:10:23,189 --> 00:10:25,056
Oh! Bite your tongue!
242
00:10:25,091 --> 00:10:26,991
It's for decorative
purposes only.
243
00:10:27,026 --> 00:10:29,294
Hey, I didn't know we
packed green cupcakes!
244
00:10:30,830 --> 00:10:32,764
Um. We didn't.
245
00:10:32,799 --> 00:10:36,367
They must have gone bad without
magic to keep them cold.
246
00:10:36,402 --> 00:10:39,037
Magic this, magic that.
247
00:10:39,072 --> 00:10:41,272
We don't need magic to
go on a little hike!
248
00:10:41,307 --> 00:10:44,175
[thunderclap]
249
00:10:44,210 --> 00:10:46,711
You were saying?
250
00:10:46,746 --> 00:10:49,981
You just need to think more
like Earth ponies, y'all.
251
00:10:50,016 --> 00:10:52,150
Granny's Apple Core
No Bite No More.
252
00:10:52,185 --> 00:10:53,284
That'll keep the flies off.
253
00:10:55,421 --> 00:10:57,989
Ooh, it smells
just like it looks!
254
00:10:59,425 --> 00:11:00,992
Even if our
food's spoiled,
255
00:11:01,027 --> 00:11:03,961
these blueberries are
still good to eat.
256
00:11:03,996 --> 00:11:06,964
Too bad we can't do anything
about the rainstorm.
257
00:11:06,999 --> 00:11:09,701
I can't stop that storm by
myself but I can still help!
258
00:11:11,370 --> 00:11:12,837
[thunderclap]
259
00:11:15,842 --> 00:11:19,377
I think we have all the
magic we need right here.
260
00:11:19,412 --> 00:11:21,379
Not that I don't
want to get it back.
261
00:11:21,414 --> 00:11:22,414
Let's go!
262
00:11:25,118 --> 00:11:28,119
[happy chatter]
263
00:11:28,154 --> 00:11:30,822
Cozy Glow baked our
class cupcakes today!
264
00:11:30,857 --> 00:11:33,091
And she made all of us
friendship bracelets!
265
00:11:33,126 --> 00:11:35,126
She's the nicest
pony I've ever met.
266
00:11:35,161 --> 00:11:37,328
I'm SO glad
she's Headmare.
267
00:11:37,363 --> 00:11:40,998
Um, temporary
Headmare, right guys?
268
00:11:41,033 --> 00:11:42,834
Oh, oh Of course!
269
00:11:42,869 --> 00:11:45,970
But if Twilight takes her time
coming back, I won't mind.
270
00:11:46,005 --> 00:11:47,305
[giggles]
271
00:11:53,446 --> 00:11:56,814
Finally! We thought you
forgot about study club!
272
00:11:56,849 --> 00:11:58,249
Sorry I'm late.
273
00:11:58,284 --> 00:12:00,785
Cozy Glow gave our class tickets
to a Sapphire Shores concert
274
00:12:00,820 --> 00:12:02,320
in Ponyville tonight.
275
00:12:02,355 --> 00:12:04,188
You get the feeling
Cozy's trying too hard
276
00:12:04,223 --> 00:12:05,823
to make us like her?
277
00:12:05,858 --> 00:12:07,425
Or maybe she just
wants to help us
278
00:12:07,460 --> 00:12:11,262
keep our minds off of how scary
it is that magic's disappearing.
279
00:12:11,297 --> 00:12:12,997
I don't trust her.
280
00:12:13,032 --> 00:12:16,134
What's she up to behind those
big eyes and bouncy curls?
281
00:12:16,169 --> 00:12:18,069
[movement]
282
00:12:18,104 --> 00:12:21,873
And why Cozy Pony coming out
catacombs so late at night?
283
00:12:21,908 --> 00:12:27,378
♪♪
284
00:12:27,413 --> 00:12:28,847
Let's go ask her.
285
00:12:32,852 --> 00:12:34,819
This is the only
door to Tartarus.
286
00:12:34,854 --> 00:12:36,988
The good news is, the
seal isn't broken,
287
00:12:37,023 --> 00:12:39,056
so we know Tirek
didn't escape.
288
00:12:39,091 --> 00:12:40,291
Let me guess.
289
00:12:40,326 --> 00:12:42,293
Ya got bad news too.
290
00:12:42,328 --> 00:12:45,129
Last time I was here, I had
to use magic to get in.
291
00:12:45,164 --> 00:12:47,398
And according to Starswirl,
all unicorn magic
292
00:12:47,433 --> 00:12:49,901
was gone by yesterday's sunset.
293
00:12:49,936 --> 00:12:51,102
Maybe he was wrong!
294
00:12:52,271 --> 00:12:53,471
[grunt]
295
00:12:54,841 --> 00:12:56,073
[sigh]
296
00:12:56,108 --> 00:12:57,308
Don't worry, Twilight.
297
00:12:57,343 --> 00:12:58,343
I got this!
298
00:12:59,579 --> 00:13:00,845
[knock knock]
299
00:13:00,880 --> 00:13:02,213
Free pizza delivery!
300
00:13:04,851 --> 00:13:06,050
Always worked before.
301
00:13:06,085 --> 00:13:07,451
Oh, well.
302
00:13:07,486 --> 00:13:10,021
Did any of y'all pack something
that could actually help?
303
00:13:14,160 --> 00:13:16,060
These all do magic,
304
00:13:16,095 --> 00:13:17,962
but not the kind we're
looking for, I'm afraid.
305
00:13:19,031 --> 00:13:20,531
How about this!
306
00:13:20,566 --> 00:13:22,366
The Key of Unfettered Entrance!
307
00:13:22,401 --> 00:13:24,068
Where did you find this, Spike?
308
00:13:24,103 --> 00:13:25,136
In your bag!
309
00:13:25,171 --> 00:13:27,238
Cozy Glow must have
packed it for you.
310
00:13:27,273 --> 00:13:29,240
She really did
think of everything!
311
00:13:29,275 --> 00:13:31,876
Um, what does it do?
312
00:13:31,911 --> 00:13:34,011
It can magically open any door.
313
00:13:34,046 --> 00:13:36,414
And since artifacts like this
haven't lost their power yet...
314
00:13:38,084 --> 00:13:41,319
[power up]
315
00:13:41,354 --> 00:13:43,988
[creaking]
316
00:13:47,960 --> 00:13:50,261
[smash]
317
00:13:50,296 --> 00:13:51,529
I guess it only works once.
318
00:13:55,268 --> 00:13:56,401
[clang]
319
00:13:58,437 --> 00:14:00,271
Aaah!
320
00:14:00,306 --> 00:14:01,439
Cockatrice!
321
00:14:01,474 --> 00:14:03,274
Do something, Fluttershy!
322
00:14:03,309 --> 00:14:04,308
Don't look at it!
323
00:14:04,343 --> 00:14:05,943
It'll turn you to stone!
324
00:14:05,978 --> 00:14:07,245
[growl]
325
00:14:07,280 --> 00:14:09,380
I don't feel like stone.
326
00:14:09,415 --> 00:14:11,216
Unless it's really
bouncy stone.
327
00:14:15,321 --> 00:14:18,489
I think he lost
his magic too.
328
00:14:18,524 --> 00:14:20,525
All the creatures
here must have.
329
00:14:25,398 --> 00:14:27,965
Starswirl said that would
happen on the second day.
330
00:14:28,000 --> 00:14:30,301
I know it should
make me feel safer, but...
331
00:14:30,336 --> 00:14:32,036
it just makes me sad.
332
00:14:32,071 --> 00:14:33,204
We gotta fix this!
333
00:14:47,320 --> 00:14:49,921
Where is Princess Twilight?
334
00:14:49,956 --> 00:14:52,256
Oh, golly! She's
away on a quest.
335
00:14:52,291 --> 00:14:54,659
I'm watching the
school for her.
336
00:14:54,694 --> 00:14:57,161
Magic is failing
across our land,
337
00:14:57,196 --> 00:15:00,131
and she left a foal
in charge of this facility?
338
00:15:00,166 --> 00:15:01,499
Yes sir!
339
00:15:01,534 --> 00:15:03,234
Is there anything
I can do for you?
340
00:15:03,269 --> 00:15:05,369
That won't be necessary.
341
00:15:05,404 --> 00:15:07,672
Twilight's folly stops here.
342
00:15:07,707 --> 00:15:10,675
As of now, I am Headstallion.
343
00:15:10,710 --> 00:15:14,145
And I have quite a
few changes to make.
344
00:15:14,180 --> 00:15:17,682
♪♪
345
00:15:25,291 --> 00:15:27,258
If all these monsters
lost their magic,
346
00:15:27,293 --> 00:15:30,695
then getting past Cerberus
should be easy-peasy.
347
00:15:30,730 --> 00:15:32,463
[footsteps]
348
00:15:32,498 --> 00:15:33,364
Look out!
349
00:15:36,102 --> 00:15:37,601
I'll talk to him.
350
00:15:37,636 --> 00:15:39,036
[growl]
351
00:15:39,071 --> 00:15:42,406
Um, excuse me, puppy...
352
00:15:42,441 --> 00:15:44,575
You're a very good guard dog.
353
00:15:44,610 --> 00:15:46,444
Yes you are!
354
00:15:46,479 --> 00:15:49,981
But um, we were wondering if we
could get by to check on Tirek.
355
00:15:52,451 --> 00:15:54,085
[slurp]
356
00:15:54,120 --> 00:15:55,686
That looks like a yes.
357
00:15:55,721 --> 00:15:57,688
[splash]
358
00:15:57,723 --> 00:15:59,123
I'll get you a
towel, darling.
359
00:15:59,158 --> 00:16:00,324
[giggle]
360
00:16:00,359 --> 00:16:07,098
♪♪
361
00:16:07,133 --> 00:16:11,202
The Princess of Friendship,
here for a visit.
362
00:16:11,237 --> 00:16:14,505
What have I done to earn
the honor of your company?
363
00:16:14,540 --> 00:16:16,073
We want answers, Tirek.
364
00:16:16,108 --> 00:16:18,175
Magic is disappearing
from Equestria.
365
00:16:18,210 --> 00:16:20,011
I know.
366
00:16:20,046 --> 00:16:24,448
What a waste of such
delicious power.
367
00:16:24,483 --> 00:16:27,418
[slurping]
368
00:16:27,453 --> 00:16:29,387
So you are behind this!
369
00:16:29,422 --> 00:16:31,122
Silly filly.
370
00:16:31,157 --> 00:16:33,057
If I had all that magic,
371
00:16:33,092 --> 00:16:35,126
do you think I'd still
be locked up in here?
372
00:16:37,596 --> 00:16:40,999
But I might know
something about it.
373
00:16:46,072 --> 00:16:47,471
What are you doing?
374
00:16:47,506 --> 00:16:50,174
Those are Twilight's
student files.
375
00:16:50,209 --> 00:16:52,777
These aren't. Not anymore.
376
00:16:52,812 --> 00:16:56,280
With Equestria under attack,
ponies must stand together!
377
00:16:56,315 --> 00:16:59,417
Twilight has endangered us all
by skipping off on
378
00:16:59,452 --> 00:17:03,454
"friendship trips," while these
dangerous creatures run loose!
379
00:17:03,489 --> 00:17:06,457
You don't think they're the
reason magic is disappearing,
380
00:17:06,492 --> 00:17:09,193
do you?
- Yes.
381
00:17:09,228 --> 00:17:11,162
I came to warn Twilight.
382
00:17:11,197 --> 00:17:14,565
But since she is gone, it falls
to me to protect you foals
383
00:17:14,600 --> 00:17:17,168
from those monsters.
384
00:17:17,203 --> 00:17:18,302
He's blaming us?
385
00:17:18,337 --> 00:17:19,703
[all talking at once]
386
00:17:19,738 --> 00:17:21,138
Did you hear something?
387
00:17:21,173 --> 00:17:23,774
It sounded like it
came from over there.
388
00:17:23,809 --> 00:17:26,110
[gasps]
389
00:17:26,145 --> 00:17:30,214
You again, as I suspected.
390
00:17:30,249 --> 00:17:32,216
[zap]
391
00:17:32,251 --> 00:17:35,119
[shouts]
392
00:17:35,154 --> 00:17:39,156
From now on, this
school is pony only.
393
00:17:39,191 --> 00:17:41,159
As nature intended.
394
00:17:43,229 --> 00:17:44,628
[thud]
395
00:17:44,663 --> 00:17:47,598
Since you refuse to explain
your plot against Equestria
396
00:17:47,633 --> 00:17:49,567
and return the magic
you stole,
397
00:17:49,602 --> 00:17:51,602
you will stay here while I
summon your guardians
398
00:17:51,637 --> 00:17:53,437
to take you home.
399
00:17:53,472 --> 00:17:55,739
Wait!
400
00:17:55,774 --> 00:17:58,309
You were right about them from
the beginning, Chancellor.
401
00:17:58,344 --> 00:17:59,543
I see that now.
402
00:17:59,578 --> 00:18:01,112
What are you saying?
- Sandbar?
403
00:18:01,147 --> 00:18:02,880
I don't want anything
to do with creatures
404
00:18:02,915 --> 00:18:04,715
that could threaten Equestria!
405
00:18:04,750 --> 00:18:07,451
Wisely put, colt.
406
00:18:07,486 --> 00:18:09,487
[zap]
407
00:18:09,522 --> 00:18:14,158
Everypony will come to
their senses, eventually.
408
00:18:16,395 --> 00:18:17,395
[door closes]
409
00:18:19,665 --> 00:18:20,731
[knock]
410
00:18:22,434 --> 00:18:23,434
[knock]
411
00:18:24,170 --> 00:18:24,836
[knock]
412
00:18:26,272 --> 00:18:27,305
[yawn]
413
00:18:30,342 --> 00:18:32,143
What in tarnation?
414
00:18:32,178 --> 00:18:33,778
Sorry. I ran
out of apples.
415
00:18:36,315 --> 00:18:37,882
I need the Cutie Mark Crusaders.
416
00:18:37,917 --> 00:18:39,483
My friends are in trouble.
417
00:18:39,518 --> 00:18:41,485
Chancellor Neighsay
locked them up!
418
00:18:41,520 --> 00:18:44,221
Huh? I thought Cozy
Glow was in charge.
419
00:18:44,256 --> 00:18:45,656
Not anymore.
420
00:18:45,691 --> 00:18:47,458
But you guys are good buddies.
421
00:18:47,493 --> 00:18:49,293
If you can convince her
to distract Neighsay,
422
00:18:49,328 --> 00:18:50,728
I can break out my friends.
423
00:18:50,763 --> 00:18:52,396
Will you help me?
424
00:18:52,431 --> 00:18:54,165
Do mulberries
have seeds?
425
00:18:55,801 --> 00:18:56,701
That's a yes.
426
00:18:58,938 --> 00:19:01,438
Where's Equestria's
magic going, Tirek?
427
00:19:01,473 --> 00:19:03,641
What's making it disappear?
428
00:19:03,676 --> 00:19:08,679
If you let me out, I'm sure
it would jog my memory.
429
00:19:08,714 --> 00:19:13,384
What do you say? I scratch
your back, you scratch mine?
430
00:19:13,419 --> 00:19:15,653
How 'bout you tell
us what you know,
431
00:19:15,688 --> 00:19:17,521
or you'll be stuck
here forever,
432
00:19:17,556 --> 00:19:21,425
because we're out of magic keys
and nopony can open the door?
433
00:19:21,460 --> 00:19:23,460
Oh, dear. I hadn't
thought of that.
434
00:19:23,495 --> 00:19:26,230
We're just as
trapped as Tirek?
435
00:19:26,265 --> 00:19:28,232
Ha ha ha ha ha.
436
00:19:28,267 --> 00:19:29,700
What a pity.
437
00:19:29,735 --> 00:19:31,468
Well, for you.
438
00:19:31,503 --> 00:19:33,571
Sweet revenge for me.
439
00:19:35,674 --> 00:19:39,443
It seems my little protegee's
plan worked after all.
440
00:19:39,478 --> 00:19:40,744
[all gasp]
441
00:19:40,779 --> 00:19:42,479
Which little protegee?
442
00:19:42,514 --> 00:19:44,515
Oh, we've never met.
443
00:19:44,550 --> 00:19:45,916
We're pen pals.
444
00:19:45,951 --> 00:19:50,588
Each letter had so many
questions about draining magic.
445
00:19:50,623 --> 00:19:52,656
And you answered them?
446
00:19:52,691 --> 00:19:54,458
Well, I was bored.
447
00:19:54,493 --> 00:19:57,995
So I simply pointed my pen
pal in the right direction.
448
00:19:58,030 --> 00:19:59,930
[thud]
449
00:19:59,965 --> 00:20:02,766
Can't you just tell us
your pen pal's name?
450
00:20:02,801 --> 00:20:06,337
I mean, since we're
stuck here anyway.
451
00:20:06,372 --> 00:20:08,572
Oh, why not.
452
00:20:08,607 --> 00:20:11,475
The irony is too perfect.
453
00:20:11,510 --> 00:20:14,278
Her name is...
454
00:20:14,313 --> 00:20:16,347
Cozy Glow!
455
00:20:16,382 --> 00:20:18,349
I could've sworn I saw
her come down this way
456
00:20:18,384 --> 00:20:19,850
when she left her office.
457
00:20:23,889 --> 00:20:24,789
[gasp]
458
00:20:27,960 --> 00:20:31,662
Enjoying yourself
in there, Starlight?
459
00:20:31,697 --> 00:20:35,899
I'm sorry I had to push you
in, but what else could I do?
460
00:20:35,934 --> 00:20:40,571
You were going to
ruin all my plans.
461
00:20:40,606 --> 00:20:42,373
[gasp]
462
00:20:42,408 --> 00:20:44,008
You might get some company soon,
463
00:20:44,043 --> 00:20:47,612
if I can't make that
annoying Neighsay BACK OFF.
464
00:20:51,550 --> 00:20:53,984
All this magic needs time to
drain from Equestria
465
00:20:54,019 --> 00:20:56,920
before my vortex sucks
it to another realm.
466
00:20:56,955 --> 00:20:58,555
[giggle]
467
00:20:58,590 --> 00:21:01,425
Three days can sure
seem like forever, huh?
468
00:21:01,460 --> 00:21:04,662
You know, you ponies
got it all wrong.
469
00:21:04,697 --> 00:21:06,764
Friendship isn't magic.
470
00:21:06,799 --> 00:21:08,566
Friendship is POWER!
471
00:21:10,336 --> 00:21:13,570
With Twilight and her
lackies out of my way,
472
00:21:13,605 --> 00:21:17,641
all of Equestria
will bow to me...
473
00:21:17,676 --> 00:21:21,478
The future EMPRESS
OF FRIENDSHIP!
474
00:21:21,513 --> 00:21:27,518
[evil laugh building to
shrieking laughter]
32662
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