♪♪
Magic is disappearing
all across Equestria.
Didn't we learn about a
creature that eats magic?
Somepony should investigate.
We'll go.
- I thought
- Starlight Glimmer
- was going to be
- temporary Head Mare.
With Equestria under att*ck,
Ponies must stand together!
I need the Cutie Mark Crusaders!
My friends are in trouble!
It seems my little protégé's
plan worked after all.
The future empress
of friendship!
Hahaha!
♪ My little pony,
my little pony ♪
♪ Aaaahhh ♪
♪ My little Pony ♪
♪ I used to wonder what
friendship could be. ♪
♪ My Little Pony ♪
♪ Until you all shared
its magic with me. ♪
♪ Big adventure! ♪
♪ Tons of fun ♪
♪ A beautiful heart! ♪ ♪
Faithful and strong! ♪
♪ Sharing kindness ♪
♪ it's an easy feat ♪
- ♪ And magic makes it
- all complete! ♪
♪ To have my little pony ♪
♪ Do you know you're all
my very best friends? ♪
♪♪
Cozy Glow is
behind all of this?
Ha ha ha ha!
I'm not usually a
fan of ponies,
but draining your
precious world of magic
so she could trap the six
of you was inspiring.
Ha ha ha ha!
Um... there's
seven of us.
I knew we shouldn't have left!
But Starlight's in
charge at the school.
If anypony can stop
Cozy Glow, it's her.
[Tirek] Cozy Glow
outsmarted the six of you.
I doubt this "Starlight"
stands a chance.
We have to get out of here.
Our students can't
handle Cozy on their own.
Then I guess we'll just
have to bust our way out!
[yell]
[crash]
[groan] That didn't work.
Not everything can be
solved with brute force.
We need magic to escape.
Maybe there's a way to
get out without magic.
Like a secret lever,
or a secret button,
or a secret admirer who knows a
secret about you, but is all,
- "Your secret's safe with me
- because I put it in Tartarus
and I have a key."
I'm afraid not.
- The most powerful villains and
- monsters of all time
are trapped here.
And without our
magic, so are we.
Unless...
...These creatures might be
losing their magical powers,
but there's still a magic
that makes up what they are.
- Maybe we can borrow
- some of that!
[tapping at door]
Uh, excuse me?
Chancellor Neighsay?
- You might as well get used
- to calling me
Headstallion Neighsay.
I plan to be here
for quite some time.
Gee, it sure is a relief
to have somepony in charge,
what with the magical
crisis going on,
and we're all so grateful to
you for taking care of those
non-ponies, but doesn't
the EEA need you?
What the EEA needs is somepony
to protect this school
from the threats at
Equestria's borders
instead of gallivanting off
on adventures beyond them.
Twilight didn't just
run off willy-nilly.
She left me in charge.
I'm her right-hoof-mare!
Another in a long
list of mistakes
the "Princess of
Friendship" has made.
Rest assured, from now on this
school shall be run
- according to strict
- EEA guidelines...
the way it always
should have been.
Well, that sounds just peachy...
[slam]
Headstallion Neighsay!
Sweetie Belle: Cozy Glow did
all of this? How? Why?
- I don't know, but
- come on, y'all.
We gotta get Starlight out of
there before she comes back!
Sandbar: Wait!
[roaring sound]
[scream]
Sweetie Belle!
Help!
That's gotta be what's sucking
up all the magic in Equestria.
- But if that's true, then
- Twilight and the others
went to Tartarus for nothing.
And if all of Equestria's magic
is getting sucked up in there,
there's no way for
them to get back!
We need to get help! But
Starlight's trapped here,
And there's no way to get word
to Celestia or anypony else.
I guess we're on our own.
[struggling]
[thud]
Still locked, huh?
We've gotta at least
try to get out.
Why? If Sandbar's
turned his back on us,
every other pony
probably has too.
Sandbar not turn his back.
Sandbar is our friend.
- Uh, Did you miss the part where
- he said he didn't want
anything to do with us?
Maybe he just said that so one
of us could be free to snoop
around and figure
out what's going on!
Sandbar: I don't know.
That sounds too clever for
a pony to come up with.
Ya ha ha ha!
Yona knew Sandbar
was still our friend!
We all are.
Except for Cozy Glow.
That pony is not who
we thought she was.
She's the one draining
magic out of Equestria.
WHAT?
- We'll explain on the
- way, but right now,
- we've gotta get to
- Chancellor Neighsay.
- I know he doesn't
- like non-ponies,
but if we tell him what's
going on, he'll help.
I'm sure you're all concerned
about the magic situation,
but I want to assure you that
this institution is safe,
despite the absence
of your Headmare.
As your new Headstallion, let
me be the first to say
that the reign of Princess
Twilight is over.
From now on, this school will
adhere to EEA doctrine
as it should have
from the start.
[alarmed murmurs]
Thank you, Chancellor Neighsay,
for that rousing speech.
I know you're a stallion who
truly believes what you say.
- And when you say this
- school will be run
according to EEA doctrine,
I know you mean it.
And when you say there won't
be any more lessons
from the Princess of Friendship
at the School of Friendship,
I guess you mean that too.
That's not exact--
But Twilight decided
to run her school
outside of the EEA guidelines.
And even though you
tried to stop her,
Princesses Celestia and
Luna trusted her enough
to support her.
Well, I wouldn't say--
So since I know you
mean what you say,
my question is really
for the students.
Are we going to give the pony
who already tried to wreck
Twilight's school once
another chance to do it?
No!
No way!
Not gonna happen!
I guess things will have to stay
the way Twilight wants them,
which includes
leaving me in charge.
Yeah!
OK, so maybe we need a new plan.
[dramatic music]
Oh, oh, not too tight.
- We don't want to
- hurt the Chancellor.
- I'm sure Twilight will
- know what to do with him
when she gets back.
Now, back to class everyone.
We've let the EEA disrupt our
friendship studies long enough.
[grunt]
Why are you doing this?
- I thought you wanted
- to have somepony
in charge of the school.
Oh, I do! You just aren't
the pony I had in mind.
I can't very well have the
EEA running the school
if I want to run it myself.
Of course, that's
just the beginning.
You see, if there's one
thing I've learned here,
it's that friendship is the
most powerful thing there is,
and as Headmare of the
School of Friendship,
nopony will have more
friends than me!
Making me the most
powerful pony in Equestria!
[evil laugh]
[gulp]
[soft giggling]
Hey, Cozy Glow.
What's so funny?
Are you just happy to
be running the school?
Oh, I'm just keeping
Twilight's seat warm.
Still, it's pretty impressive!
- Is there anything
- we can do to help?
We can hang out with
you all day if you want.
You know, there is
something I need help with.
Yay! Whoo-hoo! Awesome!
Oh. Wonderful.
I suppose you've
all come to gloat.
Actually, we've come to undo
all these chains and free you!
But why?
Now that nasty pony
met even nastier pony,
maybe nasty pony
not be so nasty.
[crash]
- Also we'd kinda
- like to stop Cozy
before she drains all the
magic from Equestria.
She's behind that as well?
I must get word to
Celestia and Luna.
How? Without magic, it'll
take forever to get to them.
While it's true that unicorns
have lost their ability
to cast spells, the most
potent magic in Equestria
is housed in our... artifacts!
The EEA medallion allows me to
travel throughout Equestria.
Its magic worked when
I chained you up,
perhaps it still has enough
to send me to the Princesses.
[zap]
I hope he makes it.
I hope he doesn't come
back and lock us up again.
If he comes back.
Everything's
gonna be fine!
Twilight and the others are
probably already on their way.
Are you sure there's
magic in Cerberus?
Clarissa the pig has two tails,
- and while her singing
- voice is lovely,
- I don't think
- it's magical.
We need to try everything if
we want to get out of here.
I don't know,
Tartarus isn't so bad.
I could hang out
here for a while.
[whoosh]
[crunch]
Maybe not
forever, though.
But that is just
what it will be.
If my protege has followed my
instructions, by sunset tonight,
every last vestige
of Equestrian magic
will disappear into
the ether forever!
Have you even thought about
what losing magic would mean?
It means the six of you will be
trapped here, like me.
[Spike] Seven!
Exactly.
It means you're trapped here.
Forever. With us.
I hadn't thought
of it like that.
So what do we do, Twilight?
Dash and Applejack nearly
have Cerberus tired out.
If Rarity pitches in, I think
they can get him to sit still
long enough to try
what I have in mind.
I'm sure I can get the
other monsters to help.
Besides, I would never
call them monsters.
What about Tirek?
- He's probably got
- some magic too, right?
Leave him to me.
Dooowwwn...
OK, everyone.
Time to show Equestria
that you aren't "monsters"
You're wonderful,
mystical creatures!
♪ I know it's not
your birthday so, ♪
- ♪ you get a party
- even though, ♪
- ♪ we'll sing and dance
- from one to ten, ♪
♪ and then we'll do
it all again! ♪
More tea, Princess Pudding Rock?
"Oh, don't mind if I do!"
I can do this all eternity.
Fine! I'll help you leave.
Just please stop.
Tirek's in!
It's just so excitin' to have
a foal our age runnin' things.
We should have an ice
cream social every day!
That's a splendid
idea, Apple Bloom.
But to tell you the truth,
the thing I need help
with most is cleaning.
Say no more. Just take
us around the school
and show us everything
you want cleaned.
Well, actually, you can
start right in here.
It looks pretty clean already.
[slam]
- Do you three think
- you can fool me?
- I know a diversion
- when I see it.
Why pony lead us back down here?
We obviously can't
handle Cozy on our own,
- but we can't just sit
- around and wait for help.
So, there's one more prisoner
I think we should free.
Ooh! I guess Starlight.
Is it Starlight?
[dramatic music]
Counselor pony come out!
We need help with nasty pony!
- She can't talk to
- us from in there.
- We'll have to figure
- a way to get her out.
♪♪
- Hey! This is just like
- chapter twelve in
Kanthaka's Facts & Artifacts,
from Twilight's class.
- What? I've
- been studying.
- Finals are coming
- up, you know.
Actually, I remember that too.
- Cozy must have linked
- these artifacts
to act like a mystical magnet,
attracting all the magic
in Equestria into that orb!
So, we can shut it down
by yanking one of these
things out, right?
Sure, though, that would
probably cause a magical
feedback loop and
destroy the whole school.
[Cozy] Destroy the
School of Friendship?
Oh, dear...
Chancellor Neighsay was
wrong about a lot of things,
but I guess he was
right about all of you.
All right.
Is everypony ready?
Sit!
Good.
I can't say for how much longer.
[smashing cymbals]
All eternity!
Yes, by all means.
Please, just get on with it.
[smash]
Ahem.
There's your cue, you
evil centaur, you.
[zap]
♪♪
That's it!
I think its working!
[doors creaking]
Come on!
- I don't know how
- long I can hold it!
Good boy!
Bye friends!
Hopefully we'll be able to turn
you all back into your normal
wonderful selves soon.
- Thanks for the
- assist, Your Redness!
♪♪
[creaking]
[slam]
Yay! Twilight did it!
I couldn't have done it
without all your help.
I'm not sure we did.
No!
Tirek said all of Equestria's
magic would be gone at sunset.
- Without magic, there's
- no way we'll get back
to the school in time.
What does that mean?
It means we failed.
After everything
Twilight's done for you,
why would you want
to destroy her school?
We don't!
- You're the one using
- these artifacts
to drain magic from Equestria.
Me?
We all just saw you with
your claws all over them.
It all makes sense.
These creatures want magic
gone from Equestria
because it's the only thing
ponies have that they don't!
Technically, there's
a magical component
- when Silversteam
- and I transform.
And Yona's friends'
friendship is magic.
Twilight said!
And you repaid her by
sending her to Tartarus
- on a wild goose chase
- so you could destroy
everything she's built!
They've even trapped
Starlight in that thing!
We have to defend the school!
[angry shouts]
No! No! Don't listen to her!
[shouts]
[snap]
Aaaah!
[tense music]
Gallus!
♪♪
They just sacrificed themselves
trying to save their friend.
- Professor Dash always
- says there's nothing
more loyal than that.
Shouldn't we try to save them?
They brought this on themselves.
There's nothing we can do.
That doesn't seem very
generous or kind.
Yeah, yeah.
The Elements of Harmony
are very important.
They're just not applicable
in every circumstance.
- And with magic gone
- from Equestria,
- I'm not even sure
- the Tree of Harmony
will be as helpful
as it once was.
[whoosh]
What's happening?
[majestic music]
- They're glowing
- like the Elements.
I think the Tree of
Harmony saved them.
Guess our friendship is
pretty magical after all.
Hurry, grab the artifacts!
Um... didn't you say that
could destroy the school?
But if we don't try, we
could lose magic forever.
You all better get clear.
[screams]
Wait! Where are you going?
[scream]
[zapping / chimes /
rushing sounds]
♪♪
[laughter]
Counselor Pony!
It's nice to see you too.
I guess magic is back.
[Cozy] You've
ruined everything!
- Now Twilight and her
- ridiculous friends
can escape from Tartarus!
[zap]
I mean... Yay!
All my friends are safe.
You can drop the act, Cozy Glow.
Your pen pal, Tirek, told us
all about how he helped you
suck up all that magic.
But I still don't
understand why.
Why? Because
friendship is power.
- You might be the
- Princess of Friendship,
but as Headmare
of this school,
I can collect even
more friends than you.
[questioning sounds]
- You're the one who
- doesn't get it, Cozy.
Friendship is powerful,
but power isn't why
you make friends.
I'm sorry I couldn't
teach you that.
Well, you taught us!
You can't let one bad apple
make you think you failed.
- And we never could
- have stopped her
- if we hadn't learned what you
- taught us about friendship.
Honesty?
Loyalty?
Generosity?
Blah blah blah.
I can make more friends
without using any of them.
And if I can't do it here,
I'll do it somewhere else!
Yeah. I don't think so.
I'm glad you are
back in charge
of the School of
Friendship, Princess.
It's clear to me now that there
is no pony better suited
for the job.
What's going on?
Hi, Headmare Twilight.
We're just practicing
for graduation.
Graduation?
- Now that we've
- saved Equestria,
we figured we were
done with school.
[laughter]
Saving Equestria is nice, but
I'm afraid it'll take
more than one semester to learn
- all there is to know
- about friendship.
Told ya!
Awwwwww!
Your Headmare is right.
I thought friendship was
something that only ponies
should share with each other,
but you all taught
me how wrong I was.
I suppose true friendship can
take a lifetime to understand.
If it were easy to learn,
we wouldn't need a school.
[crash]
We held her off as
long as we could!
- But she locked us
- in this closet!
- What happened! Is
- everything all right?
Where's Cozy Glow?
[laughter]
Everything worked
out just fine.
As for Cozy Glow,
I can assure you.
Where she's going, she won't
be causing any more trouble.
Of course it's
boring here now,
- but at least you're
- not in a cage.
[door clangs shut]
Hey neighbour,
wanna be friends?