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]