It is a beautiful day in Ponyville as the Mane 6 enjoy a lovely summer afternoon together with a picnic at Fluttershy’s house. Suddenly, the Cutie Mark Crusaders – Scootaloo, Sweetie Bell, and Applebloom – race over the hill on Scootaloo’s scooter and crash into Rarity and Applejack. They apologize and exclaim that they have very exciting news; they finally earned their cutie marks! Everyone is pleased and they congratulate them on their achievement; even Rainbow Dash, who is usually more collected in similar situations, is ecstatic and embraces Scootaloo in a warm hug. They explain how they got them to the group while Twilight Sparkle and her friends listen intently. All of a sudden, Twilight whips her head around to a copse of trees on the edge of the Everfree Forest, believing she heard something rustling in the bushes. Applebloom asks her if something is wrong, and Twilight reassures her that it was nothing, so she joins her friends in a celebratory party at Sugarcube Corner, but not before looking back at the tree line. As they leave, a mysterious hooded figure peers out from the thicket and unveils herself; “Yes, enjoy your time with your friends, Twilight,” Starlight Glimmer says to herself. “It may well be the last time you see them alive”; then, she disappears into the forest.
Later that night, Twilight and her friends prepare for the Grand Galloping Gala at Rarity’s Carousel Boutique. Applejack mentions that it has been a long time since they have been to the Gala, with having to make sure friendship in Equestria is balanced every so often. Twilight agrees and says that she is looking forward to having fun with all of them. At the sound of the word “fun” Pinkie Pie brightens up and pulls out a confetti cannon from nowhere and fires it into the air while shouting “Fun!” Rarity complains about confetti getting lodged in her mane after having it washed and stylized while the others laugh at her predicament. Sweetie Bell asks if the Ponytones will be providing the music, to which Rarity explains that she does not know, for she hasn’t been in contact with neither Toe Tapper nor Torch Song in a long time. As everypony talks about the gala, Twilight cannot help but let her thoughts wander to the mysterious figure she saw in the forest, and what it could mean for Equestria.
In Canterlot, the Mane 6 and the CMC arrive at the palace for the gala, where they see a lot of familiar faces, like Discord, who immediately goes over to them and embraces them in a hug while performing levitation tricks with the CMC. Fluttershy sees Treehugger among the throngs of ponies and rushes over to catch up on her latest adventures with the Equestrian Society for the Preservation of Rare Creatures. Rarity, Applejack, and Rainbow Dash spot their friends from the outskirts of Ponyville – John Darkblaze, Emily Twinkleheart, Jenna Lightningstrike, and Jacob Braveheart – and trot over to greet them. Twilight wanders around the palace until she sees Princess Celestia sitting atop the staircase greeting other ponies and flies over to her. They exchange greetings and Twilight is about to ask if there is anything she can do to help when she notices that her mentor looks more tired than usual. She asks if there is anything wrong, but Celestia merely brushes it off as being deprived of sleep; Twilight tells Celestia that if there is anything she needs, then call for her. Just as Princess Celestia is about to thank Twilight for her offer, she seems to notice something in the distance; suddenly, she stares straight ahead, going into spasms and shaking uncontrollably. As soon as Twilight shouts her name, the spasms stop and Celestia regains her composure; Twilight asks what happened, but Celestia walks away before she gets the chance to answer.
As the night wears on, Twilight tries to keep a watchful eye on Princess Celestia to make sure whatever happened before does not repeat itself. She follows her around, ignoring her friends’ offers to join them for a drink, and never allows her to escape her sight. Eventually, John Darkblaze ventures over to Twilight and comments “Twilight, I know Celestia is your mentor and all, but following her around all night seems a bit extreme, don’t you think?” “You don’t understand. I saw something strange happen to Princess Celestia earlier tonight, and I’m making sure it doesn’t happen again,” Twilight responds. “Something strange? Like what?” John asks. “Well,” Twilight begins, “she started to shake and seemed rooted to the spot. She started to have what looked like muscle spasms.” John suddenly becomes very serious. “Was it something like that?” he says and points over to Celestia. Twilight turns to see Princess Celestia staring intently at the far side of the palace, once again shaking and going into spasms. As Twilight approaches, Celestia screams “Get away from me!” and runs away; Twilight, shocked, follows her out the door, with John close behind.
Once outside, Celestia whips around, clearly seeing something that nopony else does, and shouts “This is not right. This cannot happen!” and runs around the courtyard trying to get away from something, all the while shouting at random. All of a sudden, the shaking and spasms stop again, and Princess Celestia stares around at the shocked faces on the guests. Then, she flies away from the party and lands on the balcony leading into the throne room and rushes inside. Everypony wonders what happened when Princess Luna appears and addresses the guests “Please forgive my sister, she must have simply had something bad to eat. Please, return to the festivities and enjoy the rest of your night,” and flies away to the throne room. As the guests look around at each other, visibly shaken by the experience, the rest of the Mane 6 and John’s friend’s race over and try to get answers out of Twilight. “I don’t know what happened or why it happened, but I’m going to find out,” she responds and flies away to the balcony where Celestia disappeared, with John extending his wings to follow.
Once inside, Twilight Sparkle and John Darkblaze see Princess Celestia, the graceful ruler of Equestria, crawled into a ball like a filly in her throne, crying with Princess Luna standing over her, trying to console her older sister. “Why does this keep happening? When does it stop?” Celestia stammers through fits of tears. Hearing the despair in her voice and sensing the privacy of the conversation, Twilight suddenly speaks up, “Forgive me, your Highness, but is everything alright?” Luna jumps slightly at their presence, but Celestia seems to have expected them; “Hello, Twilight, my faithful student,” she says as she sits up straight in her throne, “I am sorry you and everypony else had to see that. I hope you can forgive my actions.” “I’m not worried about what everypony else thinks, I’m more worried about you. Is something wrong?” Twilight ponders. Celestia, still unhinged by her experience, asks Luna to talk about the visions, so Luna begins, “For the past three nights, my sister has been experiencing what we both believed were nightmares at first, but they soon turned out to be visions of something terrible.” “What terrible thing was she having visions of?” John asks. “Complete destruction,” Luna answers, “Visions of the future, in which chaos and disorder takes over Equestria. We are not sure what they could mean, but what we do know is that dark times will be upon us soon.” “So, how can we help to stop this from happening?” John asks, to which Celestia replies solemnly, “Taking actions against this frightening occurrence, I fear, will only delay the inevitable. I believe it is not a matter of stopping whatever happens in the future; it is a matter of when it will happen, and if we will be prepared for whatever comes.” “Whatever happens,” she continues, “I must ask you to keep this between us. We don’t want everypony to panic until there is cause to,” Luna asks of Twilight and John, who agree to keep things hushed.
Meanwhile, on the other side of Equestria, in the dark realms of Tartarus, the once all-mighty and powerful Lord Tirek paces in his cell, reliving in his mind his glorious moments above ground in Equestria – until Twilight Sparkle ruined him with the power of friendship. Every day he sits in confinement, he longs for the day when he can escape into Equestria and exact his revenge on Twilight and her friends and rule Equestria as he was meant to do. However, he realizes that he was unprepared the last time, and vows to make sure he has enough force behind him to deliver a powerful blow to Equestrian society. One day, he listens to some of the other prisoners talking about their previous exploits; “I would have had Canterlot all to myself and my precious minions,” Queen Chrysalis says to nopony in particular, “if it wasn’t for that pony Twilight Sparkle finding Cadence and ruining my plans.” “Speak for yourself,” muttered King Sombra, whose cell was not far away from Chrysalis’, “I keep my crystal slaves protected from outsiders, and look how they repaid me – by sending me back to this dreadful place. And it’s all because of that lousy purple unicorn having her servant return the Crystal Heart.” As Tirek listens, he realizes something that might help him escape, and begins to formulate a plan. When the guard ventures too close to Tirek’s cell, he reaches out and grabs the guard with one hand and begins to slam him into the bars of the cell until the guard falls unconscious. He then reaches into the guard’s pouch and pulls out the keys to unlock the gates of the cells. Once he frees himself, he trots over to Chrysalis and Sobra’s cells; “What do you think you’re doing?” Sombra asks incredulously. “I require your assistance,” Tirek growls and unlocks their gates.
Lord Tirek, King Sombra, and Queen Chrysalis charge through the horrifying realm of Tartarus, battling monsters and anything else that gets in their way. When they reach the rock gates to the outside world, the trio encounters Cerberus, the three-headed dog that guards the gates between Equestria and Tartarus. Tirek, Sombra, and Chrysalis prepare for a fight while Cerberus bares its teeth at the group and prepares to charge; as it does so, however, it is suddenly lifted into the air by an unseen magical force before it can attack. “Who has done this?!” Sombra demands disbelievingly, to which the other two do not respond; instead, they race to the rock gate and Tirek crumbles it with his fists. When they first trot out into Equestria, they hear somepony say “Like my magic trick?” and from the shadows steps Starlight Glimmer. Sombra and Chrysalis go into defensive positions and ask her how she knew they were coming, which she dismisses with “I had a feeling,” and explains her past accomplishments. They then rear up on Tirek and demand the reason for their escape, to which he replies “I believe we all share a common enemy – Princess Twilight Sparkle. Am I correct?” All three of them agree, and Tirek continues, “Last time we all attempted to rule Equestria separately, we were unsuccessful. But power comes in numbers, and I need all of you in order to fulfill my master plan.” “What’s in it for us if we help you?” Queen Chrysalis asks; “Your very own kingdom to rule over. Your choice, of course,” Tirek adds. After some consideration, Sombra, Chrysalis, and Starlight agree to join, and the quartet begin to discuss their plans.
In the days following the Grand Galloping Gala, everything in Equestria seems fine and word has not spread about Celestia’s nervous breakdown. While everypony carries on with their lives, Twilight and John become concerned with Celestia’s visions and what they could mean for the state of Equestria. They meet often and discuss different theories on what kind of future will take hold based on these visions. Twilight and John’s friends, who have not been told the events following Celestia’s strange actions at the Gala, believe that something more, like a crush, is developing between them, but they both reassure them that it is simply “research”. One particular night, Twilight stays up late looking through spells book by book trying to look for a way to see into the future. Spike, who is one of the only ones who Twilight confided the details of the Gala to, becomes concerned for her health; “But I need to figure this out or Equestria will suffer!” she insists. “You’ve been looking through books for days; maybe the visions really meant nothing more than a bad dream – or bad hors d’oeuvres,” Spike says, and insists that she take a break. Eventually Twilight agrees, and they both venture to bed. Meanwhile, in the homes of Fluttershy, Rarity, Pinkie Pie, Rainbow Dash, and Applejack, a hooded figure sneaks in, along with more dark figures; when they find their target, one of the dark figures shape-shifts to replicate each member of the Mane 5 and the hooded figure places the real Mane 5 under a short-term amnesia spell.
The next morning, Twilight Sparkle, feeling well-rested, decides to go for a morning trot while Spike continues to snore in his bedroom. As she trots along the streets of Ponyville, she spies Rainbow Dash racing through the clouds and flies up to greet her. When Twilight arrives, however, Rainbow Dash races away again, completely ignoring Twilight; a little taken aback, Twilight chases after her until she catches up. “Oh, it’s just you. I thought I was leading on flyer who was actually good,” Rainbow Dash sneers. “What are you talking about, you know I’m a terrible flyer,” Twilight responds, surprised by Rainbow’s sudden hostility. “Whatever. I don’t have time to hang with you, you’ll just slow me down even more than you are right now. I’m outta here!” Rainbow Dash replies and zips away into the clouds. Twilight cannot believe what just happened, but eventually she just skeptically blames the event on Rainbow’s volatile spirit. As she continues her trot around town, she meets Pinkie Pie at Sugarcube Corner, who is baking one of her favorite recipes. Twilight says hello and asks if she needs any help, but Pinkie Pie suddenly whips around and spills her batter all over the floor. Instead of cheerfully cleaning up the mess, Pinkie shouts “Look what you’ve done! Now I need to start all over again.” “Sorry, I –” Twilight starts, but Pinkie interrupts her; “Just get out of here, Twilight. I don’t need you butting in around here ever again!” Feelings hurt and shocked, Twilight gallops out of the kitchen and away from Sugarcube Corner, wondering why her friends have all of a sudden become so rude.
All day, Twilight finds that the rest of her friends have abruptly become callous jerks – even Fluttershy threatened to use “the Stare” just to make her go away. Confused and dispirited, Twilight asks for Spike’s help in the matter, but he does not know what to do and reminds her that, if anypony can solve this problem, it would be the “Princess of Friendship”, referring to Twilight herself. Twilight, seeing no other way out of her situation, and not wanting to disturb the other princesses during their troubles, decides to visit the only other place where her true friends are – John Darkblaze’s Blacksmith Shop. Along the way, however, she sees Applejack and Rarity having a conversation; she trots over to them and they begin introducing themselves as if they had never met her before. “Now’s not the time to mess around, why were you two so mean to me this morning?” Twilight asks. “Why, darling, we’ve never even seen you before, let alone act in a disrespectful manner to you,” Rarity says soothingly. “She’s right, sugarcube,” Applejack butts in, “I’ve never seen you around these parts. Did you just move to Ponyville? If so, then let us give you a tour of our town.” “Stop playing around. Tell me why!” Twilight asks again, but to no avail, so she finally leaves, leaving her “friends” looking very confused. As she continues on her journey, she has similar encounters with the rest of her friends, which does not help to lighten her mood.
John, Jacob, Emily, and Jenna are talking amongst themselves in the shop, observing John’s latest gadgets when Twilight arrives and explains her situation; “Well, that is quite strange, but what can we do to help?” Jacob Braveheart asks. “I want to know what you guys would do in a situation like this,” Twilight offers, and Jenna Lightningstrike replies “Aren’t you supposed to be the princess of friendship?” “I know, Spike already reminded me of that,” Twilight snaps back. “Alright, calm down Twilight, I think you’re making a bigger deal about this than there really needs to be,” John says. “Why don’t you try talking to your friends one on one and try to work out your problems?” “I don’t know if that will work; just yesterday they seemed normal and happy. I haven’t seen them act this way before, at least not since –”
Twilight suddenly stops mid-sentence and becomes furious. “Uh, Twilight,” Emily asks “are you –” but before she can finish, Twilight screams in rage “DISCORD!” and, moments later, the master of chaos himself appears in the room. “Hoo, hoo, did somepony mention my name?” he asks in his joking manner, but Twilight tackles him to the ground. “What do you think you’re doing?!” she demands of Discord; “Now, now, as nice as it is to see you again too, Princess, I haven’t the slightest clue of what you’re talking about,” Discord responds calmly. “Don’t play games with me Discord, you know what I’m capable of. First, you alter my friends’ personalities, then you wipe their memories?! This is exactly something you would do!” “Who, me?” Discord asks innocently, “I would never do that to you or your friends at all. Well, not again, anyways,” he adds, remembering their first meeting. Twilight, however, will not have it; “Tell. Me. The. Truth!” she says as she blasts Discord with her dark magic. “No . . . wait, stop it! I swear, I didn’t do anything to your friends. Honest!” Discord shouts; after that, Twilight turns back to her normal self, however looking very defeated. “I know,” she says, sensing the truth in Discords words.
After apologizing to Discord and saying goodbye to her friends, Twilight returns home to her castle, feeling more helpless than ever. Although she is supposed to be the Princess of Friendship, she does not know how she can fix the problems between her and her old friends. Once inside, Spike immediately asks if she solved her friendship problems, which Twilight declines to comment. “Well, I’m sure they’ll come to their senses by tomorrow. What you need now is a good night’s rest to take your mind off things,” Spike suggests, which Twilight agrees. Then, they hear a knock at the door just before it is blown inward by an unseen force; Twilight and Spike have just enough time to dive out of the way of the oncoming projectile. After the dust clears, Twilight spins around to see their attacker – and is shocked to see Starlight Glimmer standing where the door used to be. “What are you doing here?!” Twilight demands and prepares to fire a blast of magic; “I just thought I’d drop by to deliver some news,” Starlight says slyly as she teleports out of Twilights range of fire. “What news?” Twilight asks through gritted teeth. “The news that we have returned and are stronger than ever,” Starlight replies; “Who’s we?” Twilight asks, to which Starlight responds “Well, I’ll give you three guesses.” Twilight thinks and realizes exactly who she was talking about. “But, that’s impossible. They’re supposed to be gone,” Twilight states, but Starlight explains “No, they’re not gone, but simply been lying in wait. Oh, and you might want to know that Tirek is very keen to speak to you, and we have a little surprise waiting for you in the Everfree forest,” and Starlight shows Twilight an image of her friends tied up calling for her. “Oh, and I wouldn’t wait around too long. Tirek gets impatient, and he doesn’t care who he exacts his revenge upon,” and with that, Starlight vaporizes into thin air.
For a moment, Twilight sits frozen to her spot; could Tirek and Starlight really have her friends tied up somewhere, or was it just a trap. Nevertheless, Twilight decides to go to the Everfree forest to save her friends; before she can fly away, however, Spike receives a message from Princess Celestia. Twilight opens it and finds out that Queen Chrysalis has stormed upon Canterlot with her army of Changelings; the castle has gone into lockdown, but she fears that it will not remain that way forever. Twilight realizes that she has to choose between either saving her friends from Tirek and Starlight Glimmer, or rescuing the royal princesses of Equestria from Queen Chrysalis’ wrath. What makes the decision worse is that she is only one pony; she cannot be in two places at one time. “What are we going to do?” Spike asks. “I don’t know. I can’t –” then she realizes four of her friends who are still free; “but I know who can help!” and she gallops away to John’s shop again. When she arrives, she quickly explains her predicament to the group and they immediately agree to help; “But, how can we help?” Jacob asks. “We can split up into two groups; I’ll confront Tirek and Starlight Glimmer and get my friends back, while you four go to Canterlot and protect the princesses,” Twilight explains. “No, that doesn’t make sense, Tirek and Starlight are far more dangerous, you shouldn’t take them on alone,” John says, “Jacob, Jenna, you help Twilight; I’m sure you and I can handle Chrysalis and her Changelings, right Emily?” to which Emily agrees. “Alright, let’s go before anything worse happens!” and she takes off with Jenna and Jacob in tow, while John and Emily teleport to Canterlot.
Twilight, Jenna, and Jacob vigorously scout almost every square inch of the Everfree forest before Twilight begins to believe that it was simply a fool’s mission. Just as she is about to suggest they return to Ponyville, Jacob shouts out and points down towards a small clearing in the trees; Twilight flies over and is relieved to see her friends safe, albeit tied to a large wooden stake. She calls down to them and they look up in earnest and cry for her help as the three of them land in the clearing. As they do so, they feel the ground shake in spurts, and realize that Tirek is not too far away from them and race to free their friends. Suddenly, however, Starlight Glimmer appears directly in front of Twilight and the two of them tumble hoof over head of each other. At the same time, Tirek plows through the treeline, not as towering as he was before, but menacing regardless of size. Jenna and Jacob fly up and attempt to distract Tirek while Twilight battles with Starlight to reach her friends. “I didn’t say we would make this easy for you,” she sneers as they fire laser bolts at each other.
Meanwhile, John and Emily arrive inside the palace and race to find Celestia and Luna before the Changlings find them first. They eventually find them in the corridor facing the entranceway, where the door is being banged violently inwards. “Do we have a plan of attack?” Emily asks nervously, to which Luna replies “There’s no time for that. When the doors open, be prepared to fight!” Just as the last word escapes her mouth, the door cracks to pieces and Queen Chrysalis and her Changelings swarm in straight for the Princesses. Soon, everyone is part of the action; Princess Celestia takes on Queen Chrysalis alone while Luna, John, and Emily fight back against the Changelings. After a while, however, the battle intensifies; John and Luna are overrun by the increasing amount of Changelings, Emily has knocked to the ground, and Chrysalis has Celestia locked in a fierce battle when their beams connect. Suddenly, however, Chrysalis pulls away from Celestia and begins talking to herself; after a little while, she retreats, with the rest of her Changelings in tow. John, Emily, and the royal princesses’ stand there dumbfounded; “It’s not like Chrysalis to give up a fight so easily,” Luna says, looking around at the damage the battle inflicted to the interior of the castle. “You’re right – which means that the worst has yet to come,” Celestia says solemnly. “Well, next time she decides to show her face in Canterlot again, we’ll be more prepared than ever!” John says optimistically. “Speaking of ‘we’, where’s Twilight Sparkle? I thought my sister sent her message directly to her,” Luna says to John and Emily. “Oh no, Twilight!” Emily says from her position on the ground, “She might need our help. We have to find her,” but as she tries to stand, she falls back over. “You can’t possibly teleport us in this condition, you’ll hurt yourself even more,” John says sternly; he nudges Emily onto his back and unfurls his wings. “Let us know if Chrysalis tries to invade again,” John says to the princesses; they agree, and John and Emily fly back to Ponyville in the light of the setting sun.
Back in the forest, Jenna and Jacob are still battling Tirek, who is becoming increasingly annoyed by their tactics, and Twilight manages to fend Starlight off by blasting her into a tree, rendering her temporarily unconscious. Twilight makes a mad dash for her trapped friends when another set of her friends charges through the trees and into the clearing. Momentarily stunned by this sudden arrival, Twilight exclaims “Wait a minute – which of you are my real friends?” “We are!” shouted the trapped Applejack, while the free Applejack exclaims “Don’t listen to them, Twilight, we’re your real friends!” and the bickering between the two groups continues. Little did Twilight know that the set of friends that were free were indeed her real friends, but they were being controlled by King Sombra, who was hiding in the trees. Finally, Twilight moves towards her tied-up friends when free Pinkie Pie suddenly tackles Twilight to the ground; “If you don’t wanna believe us, then we’ll make you believe us!” she says and the rest of them pile on top of Twilight. Realizing that it was this group of friends she encountered earlier that day, Twilight blasts them off of her and begins to fight them. After a while, Jenna and Jacob temporarily incapacitate Tirek by forcing him into a nearby lake, they rush back to see Twilight battling her friends, who were supposedly free. “What’s going on down there?” Jacob wonders, and Jenna says “I don’t know, but we better help her,” and they fly towards the fighting friends. Meanwhile, John and Emily find the rest of their friends fighting each other, and land just as Twilight shouts “Enough! You can go back to where you came from!” and fires a beam of magic at the group of friends, which encompasses them inside a ball of light; suddenly, the ball of light explodes, sending a shockwave all through the Everfree forest. Feeling relieved that the battle was over, Twilight turns to free her friends from their stake.
However, when she turns, she does not see her friends tied up, but instead five Changelings with the rope laying loosely around their hooves. They cackle with delight and fly away into the night, leaving Twilight, who realizes what just happened, too shocked to speak. “Twilight, what happened here? Where are your friends, and Jacob and Jenna, too?” John asks. “I . . . I . . .” Twilight stammers, “I . . . I think I just . . . killed them,” she finishes with tears in her eyes. John and Emily gasp; “What do you mean?” Emily asks, but before she can get an answer, Twilight unfurls her wings and zooms away. “What are we going to do now?” Emily asks; “I don’t know,” John says, “but I do know that we should get back to Twilight before she does anything irrational. Here, get on my back, I’ll get us there.” “It’s alright, I’m feeling good enough to teleport us back to Ponyville – it’ll be much quicker.” John agrees and they vanish once more to find Twilight.
Back in Twilight’s castle, Spike paces around Twilight’s bedroom, worried that something had gone wrong. Soon, however, Twilight appears on the balcony outside her door, and Spike becomes overjoyed to see her. He begins asking questions, “You’re back! What happened? Did you defeat Starlight Glimmer and save –” then he sees that Twilight is the only other pony in the room. “Where are our friends?” Spike asks warily, to which Twilight replies “I don’t really want to talk about it.” Spike, however, insists on uncovering the truth, “Where did they go? Were they really captured? You said you would protect them, right? You promised to return –” but the emotional strain becomes too much for Twilight. Her eyes begin to glow solid white and her horn acts up, throwing random objects across the room in a fit of rage. “Twilight, what are you doing?!” Spike shouts, and at the sound of her name, a bright light encompasses Twilight and bursts outward as she screams out in agony. Meanwhile, John and Emily arrive in the middle of Ponyville and make their way to Twilight’s castle. “Do you think she’ll be alright? Will she be able to cope with what she did?” Emily asks; just before they reach the castle, they hear Twilight’s scream and are flung backward by her shockwave of emotions. “I think we found the answer to that,” John says sarcastically, and they race inside to comfort their friend.
When they find Twilight and Spike, the room is a complete mess; Spike is doing his best to hastily tidy the room up while Twilight lays face down on her bed, crying her eyes out. John and Emily immediately feel sorry for her and try to get her to talk about what happened in the forest. "They . . . I thought . . . they were . . . the bad ones, they . . . acted like the bad ones, but . . .” Twilight manages to stammer through fits of fresh tears. “But, if they were your real friends, then why did they attack you? Unless . . . they weren’t in control of their own actions,” John concludes. “What makes you think that? What unicorn in Equestria has the power take control of five ponies at once, other than maybe the princesses?” Emily asks. “I don’t know,” John says, “Was there anypony else in the clearing besides you, Starlight, and Tirek?” he asks Twilight, but she doesn’t answer; instead, she keeps muttering the same phrase, “I can’t feel them anymore”. John and Emily are trying to make sense of its meaning when Princess Celestia teleports into the room; “Twilight, I sensed that you were upset. What is the matter?” she says soothingly. “Oh, Celestia,” Twilight begins, “I didn’t have a choice, they would have torn me apart, but –” and she falls back and begins to sob again. “I could sense their presence before, but now I can’t feel anything,” she adds, which leaves everypony puzzled. “What does she mean by that, your Highness?” Emily asks, to which Celestia replies, “I believe it might be a side effect of carrying the elements of Harmony for so long. Twilight must have a deep psychological connection with her friends; she feels their emotions just as they probably can feel hers.” “If that’s true, and she can’t sense anything from her friends, then Jacob and Jenna –” Emily starts, but John interrupts her, “No, I refuse to believe they’re really gone. I’ll be right back,” and he flies out of the room and into town.
Twilight’s friends, Jacob, and Jenna, who had lost consciousness when Twilight shot at them, begin to wake up and check to see if everypony is alright. Then, they gaze at their surroundings; they are on what appears to be a rock-covered mountain, where the sky and the ground have a reddish tint to them. “Where the hay are we?” Applejack asks nopony in particular, to which the group answers with “I have no idea”. Just then, a strange-looking creature dives down from the sky and swoops back up before it hits them. “The Everfree forest?” Rarity offers, but Fluttershy answers nervously “No, that was much scarier than anything in the Everfree forest,” and hides behind Rainbow Dash. “Well, wherever we are,” she says as she brushes Fluttershy off, “we need to get back to Ponyville as soon as possible, before Tirek gets the chance to take his revenge out on Twilight.” “But, how?” Applejack asks, “even when were held hostage by them, we couldn’t figure out a way of escaping then, let alone trying to figure out where we even are right now.” “Ooh, an adventure! I’ll lead the way!” Pinkie says, and she zips away in a flash of pink. “What was that about?” Jenna asks; “I wouldn’t pay any mind to it,” Applejack reassures her, “It’s just Pinkie being –” but before she can finish, Pinkie Pie reappears behind her, giving her a shock. “Where did you go?” Rarity asks Pinkie Pie, and she replies “Well, I went all the way across this place from one side to the other and, boy, is it dreary! Absolutely no party balloons anywhere!” she says in her usual chipper self. “Pinkie, I don’t think party balloons are our biggest concern right now,” Jacob says sternly, “What else did you see?” “Well, I also saw this giant dog with three ginormous heads who was guarding what looked like a gate made of rocks,” she says without missing a beat. The others in the group suddenly gasp in unison; “I think we have a pretty good idea of where we are now,” Applejack mutters, “we must be in Tartarus!”
Back in Ponyville, Twilight is still upset by her actions and Celestia tries to comfort her as much as she can. Meanwhile, John has since returned with parts and pieces from his shop; “What are you up to, John?” Emily asks when she comes into the den from Twilight’s bedroom. Well, as I said before, I’m going to try to find out where our friends are before they get into real trouble,” he says. “John, you heard what Celestia said; for all we know, our friends might be –” “No!” John interrupts. “We can’t give up so easily. I know our friends are still out there. Twilight may have felt them disappear, but I didn’t feel anything, so I’m going to try and contact them if it’s the last thing I do!” he says sternly. “Okay, okay,” Emily says to calm him down, “I believe you, but how exactly are you planning on contacting them when we don’t know where they are?” John answers, “I’m building a device which should show us a visual of our friends and their exact location, kind of like in a picture frame. Of course, it needs magic to operate, so that’s where you’ll come in: all you need to do is think about our friends and shoot a beam at the device and it should come to life.” “Are you sure it will work? I don’t know how much more suffering Twilight can take,” Emily asks concerned. “How is she now?” John asks, to which Emily replies, “She’s still hurting. She genuinely believes she killed her friends and there is no hope for their return.” “Which is all the more reason to put our trust in my abilities to get this device up and running. You trust me, right?” John asks of Emily. “Of course I do,” she says, “I’m sure whatever you’re doing will help. Now, I’ll leave you to it, I’ll go up and see what else I can do for Twilight,” and she exits the room, leaving John to work on his machine.
Deep in the Everfree forest, Lord Tirek and Starlight Glimmer await the arrival of King Sombra and Queen Chrysalis. “I never should have let her go off on her own. Better yet, I should never have released her from Tartarus in the first place!” Tirek growls to Starlight. “Like you said before, you need our help, so I suggest you stop complaining and focus on completing the plan,” Starlight Glimmer says coolly. Just then, Sombra and Chrysalis appear in front of the duo; as soon as Chrysalis materializes, Tirek strides over to her and grabs her by the neck. “What were you thinking?!” he roars, “You’re little stunt in Canterlot wasn’t part of the plan!” Chrysalis gasps for breath, so he releases her so she can answer; “But, you said we could have our very own kingdom of our choosing, and I want Canterlot!” she complains. “I said you can have whatever kingdom you wish after we’ve finished the plan,” Tirek explains, “I still want to get my hands on Twilight before any of you even think about deserting me!” “Sure, fine, but how are we going to do that now that we have no idea where she went? She was supposed to go with her friends to Tartarus so we could take them all at the same time, but now that she’s survived, where do we look?” Sombra says condescendingly. “Twilight mentioned that she lived in a castle now, but she did not say where,” Starlight Glimmer says. Then, Tirek smiles evilly; “We may not know where Twilight is, but I know where we can find some leverage to draw her out of hiding,” he says malevolently, and explains the rest of his plan to the others.
After what seems like a few days, the Mane 5 and Jacob and Jenna continue their trek through the dreaded lands of Tartarus, looking for a way out. “Ugh, it’s no use,” groans Rarity one time they stop for a break, “there’s no way we’ll ever find a way out of this place; it’s hopeless!” “Calm down, Rarity,” Applejack says, “We just need to keep going and trust that there will be an exit somewhere along here; I mean, how do you think Tirek, Sombra, and Chrysalis escaped?” Just then, Pinkie Pie, who was elected to occasionally scout ahead of the group to put her energy to good use, comes over the top of a hill beneath which the group was resting. “Not sure if this will solve our problem, but that weird-looking dog thing is right above us and the gate is right behind him,” she says with a smile. “Good work, Pinkie Pie! You’re a natural at this sort of thing,” Rainbow Dash says commending her friend’s efforts. “Alright ya’ll, settle down. Now, we need a plan of action when we come up against Cerberus,” Applejack says to the group. Rainbow Dash, however, is already on her hooves; “Come on, everypony, let’s get the heck outta here! Woo hoo!” she shouts and leads the others over the hill. “Wait, we need a plan!” Applejack shouts as she chases behind them. When they reach the top, they gasp at the sight; Cerberus, looking as mean as ever, glares down at them with his three massive heads while behind him lies the gateway back to Equestria, which is made completely of rock. “Alright everypony, listen up,” Rainbow dash says as they huddle around her, “Here’s how it’s gonna go; Fluttershy and Pinkie Pie, you distract him, Rarity and Applejack, you find a way to tie him down, and Jacob, Jenna, and myself will grab boulders to drop on each of his heads – just to knock him unconscious, Fluttershy,” she adds when she sees her friend’s look of concern. “Ready everypony; to positions!” Dash shouts, and the group of friends race towards Cerberus as he lunges at them.
Meanwhile, John finally manages to finish his communication device, and he and Emily prepare to power it up. Celestia has since returned to Canterlot to help with cleanup, and Twilight, who had calmed down enough to leave her bedside, watches on earnestly; “Are you sure this will work?” she says anxiously. “Don’t worry,” Emily says calmly, “John always knows what he’s doing when it comes to this sort of thing.” She then leans down and whispers to John “You do know what you’re doing, right?” “Only one way to find out,” he replies; Emily then sits back up and smiles nervously at Twilight, “Nothing to worry about,” she tells her. “Well, I certainly hope so,” Twilight says, “I don’t know what I’d do without my friends –” she then starts to tear up again at the thought of her friends. “It will work, Twilight. You’ll see,” John reassures her, then turns to Emily. “Ready?” he asks, “Ready,” she replies, and shoots a beam of magic at the device while simultaneously picturing their friends in her mind. The machine begins to whir, and everypony looks on in hope, but ultimately the device does nothing. Twilight feels that all is lost, but John keeps reassuring her that it will work, that it must not have gotten a good signal. The more they try, however, with failed results, the more john begins to share Twilight’s feelings of hopelessness.
Back in Tartarus, the Mane 5 and Jacob and Jenna manage to take down Cerberus; Fluttershy and Pinkie Pie confused him with their dueling personalities, Rarity found some vines and she and Applejack threw them over him, keeping him in one place, and Rainbow Dash, Jacob, and Jenna used large rocks to render him incapacitated for a short time. Rarity trots up to the gateway and begins to use her magic to try and crumble it to pieces; the more she tries, however, the more she believes she cannot do it. “Come on Rarity,” her friends shout as encouragement, “you can do it!” So, Rarity gives it all her might and, much to her surprise, the gate comes crumbling down with ease. “Jumping June bugs, Rarity,” says Applejack, “When did you get so strong?”; “I don’t know, dear,” Rarity explains, “I didn’t know I had it in me. I just willed it to come down and, so it did!” “Wow, Rarity, your magic must be improving by the second!” says Pinkie Pie, but before they can get back to Ponyville, the air in front of them suddenly starts to shimmer. Then, an image of Twilight’s castle appears before the group, with John and Emily apparently fiddling with something out of sight. In the castle, John and Emily finally get the device to work and an image showing them the insides of Tartarus and their friends appears just over the machine. Twilight is the first to notice this and immediately trots over to greet her friends. “Applejack! Rarity! Fluttershy! You’re all here!” she squeals with delight. Applejack looks into the image and says “Twilight, is that you? Oh, it’s great to hear somepony familiar again. Where are you?” “I’m in my castle, where are you?” Twilight says. “We were in Tartarus, but we’ve just opened the gate to the outside and are on our way,” Rarity explains. Just then, the image of the Mane 5 shakes and John, Emily, and Twilight hear a loud stomping noise on the other side of the conversation. “What was that?” Twilight asks through the device, but their friends have already scattered; “Oh no, not him again!” Applejack shouts, and orders her friends to stand guard, but soon the image goes fuzzy and eventually blanks out, leaving the trio to wonder what could have happened to their friends.
“What happened to them? Was it your device?” Twilight asks the other two frantically, pacing around the room. “I don’t think so,” John says, puzzled, “It shouldn’t have done anything like that.” “Applejack said him, so they must have encountered somepony unfriendly,” Emily suggests. “It must have been Tirek! Nopony else would have been able to shake the ground that much,” Twilight says angrily, “And if he’s there, then the others can’t be too far away. We have to get to them before they do something horrible to my friends again!” “Now, hold on, Twilight. We don’t even know where the gates to Tartarus are, let alone finding somepony to tell us how to get through it,” John says. “I don’t think we need to worry about that,” Emily puts in, “They looked like they had already gone through the gates, so they’re already in Equestria.” “Yes, but, that doesn’t tell us where Tirek and his gang have taken them,” Twilight says, not calming down a bit, “We need somepony to help us.” Just then, Discord materializes in Twilight’s living room, right next to the group, “Well, maybe I can help with that,” he says vainly. “Discord! How did you know we needed help?” Twilight asks; “Oh, I have my ways,” he says cheekily. “Well, how exactly can you help us?” John asks urgently. “Well, as you may know, I can track dark magic wherever it goes if it is powerful enough,” Discord explains, “Tirek gives off so many, oh, how would Treehugger put it – “bad vibes” – that he shouldn’t be too hard to find. And where we find him, we find Fluttershy and the rest!” “That would be great!” Emily begins to say, but Discord suddenly says, “Unfortunately, I don’t think I should have to help you, not after how Twilight treated me yesterday.” “What are you –” then Twilight remembers what happened in the shop, “Well, I was upset and you weren’t giving me straight answers. Plus, I already apologized to you!” But Discord won’t hear any of it; he continues to sulk. Finally, Twilight says in despair, “Please, Discord? I . . . I don’t want to lose my friends again,” Discord turns around and sees the look of hopelessness on her face. “Oh, alright, I’ll help. Apology accepted,” he says, then grabs hold of everypony and teleports them out of the castle.
When Twilight, Discord, John, and Emily appear again, they are on the outside of a forest near the base of a tall mountain. Twilight looks around and spots Starlight Glimmer and Tirek gathering their friends into a tight circle, unable to fight back. Twilight unfurls her wings and zips towards the group while shouting “STOP!” Tirek turns around in time to see Twilight streaking towards him when her front hooves make contact with his face and he topples over. “Well, well, well,” Tirek laughs evilly, “I was expecting you’d show up at any time. Now, you and I have some unfinished business.” “Then let’s finish it!” Twilight shouts as her horn powers up; “Now, hold on, Twilight,” Tirek says, “Instead of me taking your magic and finishing you off once and for all, I’m willing to offer you a trade. Either you give me your magic, and I let you and your friends go, or I take your magic by force and I banish you all to Tartarus!” John and Emily gasp, but Twilight stays firm as she shouts, “You can keep your trade, Tirek! I’m getting my friends out of here, whether you stand in my way or not!” “Have it your way, Princess,” Tirek growls and lunges at Twilight and the rest of the group while Starlight stands guard over the Mane 5 and Jacob and Jenna. John, Emily, and Discord try to get to their friends, but Starlight casts an impenetrable protective barrier around them and takes on all three of them at once. Little does everypony know, King Sombra and Queen Chrysalis have broken away from the group and make their way towards Canterlot.
The three royal princesses of Equestria – Celestia, Luna, and Cadence, who joined them shortly after she heard about Twilight – wait in the castle at Canterlot, anticipating another attack from Chrysalis. “I wish I could see Twilight for myself,” Cadence says thoughtfully, “From what you told me about what happened, she couldn’t have been in good shape when you left her.” “As I’ve mentioned before,” Celestia begins, “If Chrysalis tries to invade again, we need to be better prepared for whatever comes.” Almost as if on cue, one of the castle guards runs into the throne room and exclaims, “Your Highnesses! Chrysalis has been spotted in the skies over the palace. And there’s somepony else with her.” “We must go!” shouts Luna to the others, who follow her suit and fly out into the courtyard, where Chrysalis and another face they have not seen in a long time enter shortly after. Princess Celestia and Luna gasp, shocked at what lies before their eyes; “King Sombra!” Luna exclaims, “What are you doing here?” “My, my, my princesses,” Sombra says coolly, “It certainly has been a long time, hasn’t it?” “You were supposed to have been destroyed when Spike returned the Crystal Heart,” Celestia says, her brow furrowed. “No, no, far from being destroyed, just biding my time in Tartarus until my chance came.” “Enough catching up!” Queen Chrysalis says impatiently, “Are we going to do this or what?” “My pleasure,” says Cadence coldly, and gallops towards Chrysalis when she is take down by three Changelings. “I didn’t say we’d be fighting alone,” Chrysalis sneers, and together she, Sombra, and her minions charge the Princesses.
Back on the edge of Equestria, Tirek and Twilight continue to battle each other while Discord, John, and Emily try to penetrate Starlight’s barrier around the Mane 5, which seems to be draining them of their strength. They gather together and try to come up with another plan of attack when an idea flies into John’s mind; “Wait a minute, I forgot I had a special upgrade in my wing-pack that might just help to break the barrier, but I’ll need a distraction.” “We can take care of that, just go!” Emily says urgently, so John shoots up into the air; Starlight begins to blast away at him, but Emily counter-fires, sending blasts of magic towards Starlight. She manages to dodge them, but her shield begins to falter, which is exactly the space John is looking for. He reaches back to his wing-pack and presses a button, which opens up not only his wings but also a jetpack. Look out, everypony!” he shouts from above and streaks back to the ground, diving at a faster speed than even Rainbow Dash could manage. When he almost reaches the barrier, knocks together the metal bracelets on his front legs, which extends his custom-made claws, and makes contact with the force field, which dissolves upon impact and sends a mini shockwave outwards. Twilight, momentarily distracted by the sudden force, looks over at her friends, but Tirek takes no notice and slams his fist into her side and sends her flying backward. Twilight groans as she tries to get back into the air, but realizes her wing is broken. She can only watch as Tirek strides over to her, a menacing smile creeping across his face.
“What’s the matter Twilight? Have nowhere to go?” Tirek says mockingly. “Do you have any idea what it’s like to spend one day in a place like Tartarus? Well, thanks to you, I had to spend an entire five years in that god-awful place. But, don’t worry – when I’m finished with you, you’ll finally know what that will feel like!” Suddenly, Twilight screams out on pain as Tirek begins to take her magic; John, Emily, and the rest of their friends can only watch in horror as the event unfolds. When the transfer is complete, Twilight struggles to her hooves and says “There, you’ve got my magic. Now let us go.” “Oh, I will,” Tirek says malevolently, “But first, I’m going to have a little fun!” All of a sudden, Tirek begins using his newfound power to slam Twilight around, into trees, the ground, and even the mountain. Having a new sense of urgency, the Mane 5, John, Jacob, Emily, and Jenna try to stop Tirek from harming Twilight, but he simply flings them aside like rag dolls. Finally, Tirek throws Twilight into the air and shoots a powerful beam of magic at her, which encompasses her in an orb of light similar to how her friends were the other day. This ball of light, however, does not explode, but grows bigger and bigger until Tirek stops shooting at it, jumps up, and hits it with a mighty blow from his fist, sending it screaming across Equestria. In Canterlot, the three Princesses, who fought valiantly but were overtaken by Chrysalis’ changelings and Sombra’s power, were now gathered on the balcony of the throne room, told to watch the “spectacle”. “What spectacle?” Cadence asks, but before she can get an answer, they see the orb of light streaking across the sky. Celestia gasps because, even though the others cannot tell, she senses Twilight within it. “TWILIGHT! NO!” she shouts, but just as she screams, the ball of light crashes somewhere in the Everfree forest, leaving a trail of purple smoke rising into the night air. Princess Luna and Cadence shout in horror as they try to escape from their bonds, but Celestia can only watch as she begins to sob over her lost friend.
Somewhere in the Everfree forest, Twilight Sparkle’s body, which is lying in a crater caused by Tirek’s magic death ball, suddenly becomes surrounded by a swarm of Changelings. A few of them venture into the hole, prepared to finish her off, when all of a sudden, they hear a loud shrieking sound and Rainbow Dash slams into the ground, creating a sonic rainboom which blasts away the first wave. “Keep. Your. Hooves. Off. Our. Friend!” she shouts as she uses her momentum to punch and kick at a few more changelings. Another group of them close in on Twilight when a lasso appears from out of the trees and Applejack ties them to the trunk of a tree. Then, John and Emily materialize in the middle of the second wave; John extends his metal claws and the two of them work their way around the group, decimating row after row. Fluttershy, Pinkie Pie, Jenna, and Jacob soon enter the fight, with Jacob and Jenna carrying Pinkie Pie, who is in turn firing at the Changelings with her signature party cannon and Fluttershy inadvertently helping in the battle. Even Rarity eventually helps Rainbow Dash kick away the last few of them before trotting over to the crater. John clambers into the crater and leans down to listen for a heartbeat; after a short while, his face falls. “It’s not looking good. She’s very weak, I don’t know if she’ll be able to stand.” Just then, Twilight’s eyes open wide and she struggles to stand up; “Wha . . . what happened? The fight, Tirek – we have to stop Tirek!” she says, only to fall back down on her side, leaving her friends very concerned.
Just then, Spike arrives, panting and wheezing; “Twi . . light . . I . . saw the . . explosion and . . came as . . fast as I . . could!” he says between gasps for breath. “Spike,” Twilight says as John helps out of the crater, “We . . . need to –” but she only manages to fall back on her side again. “What happened to her? Was she in the explosion?” Spike asks, concerned for his friend; “You could say that,” Rainbow Dash says, as John presses a button on his wing-pack which causes his wings to stand out stiff like a board. “I can carry her on my wings without doing too much more damage to her,” he says, “It’s not too far back to Ponyville, right Spike?” “Sure, but, will she be safe?” Spike asks; “We won’t t let anything else happen to her, even if our own lives depended on it,” Jacob says confidently. So, Rarity and Emily use their magic to lift Twilight onto John’s makeshift stretcher and together the group walks back to Ponyville. Meanwhile, the villains of Equestria reunite in Canterlot, after Queen Chrysalis and King Sombra throw the royal princesses in the castle dungeon, left to mourn over presumably losing Twilight. “Finally, we can have our kingdoms now. I call Canterlot!” Chrysalis squeals with delight like an excited filly. “And I shall take back my crystal slaves, and I will make them suffer!” Sombra says equally excited as Chrysalis. “You can have those, but Twilight’s castle is mine, wherever it is,” Tirek growls. “Starlight, how would you like to have Ponyville all to yourself?” he offers; “Ponyville, hm?” Starlight considers, “Not quite as flashy as a castle, but maybe they’ll be more welcoming than my treacherous old village. Deal,” she finally agrees, and the four villains part ways for their new empires.
A few weeks pass with Equestria under control of the villains who returned from Tartarus; King Sombra’s totalitarian authority prevents the Crystal Ponies from spreading their love over Equestria, and all the nations across Equestria feel this significant change. In Canterlot, Queen Chrysalis and her Changelings finally have an official kingdom to rule, and they make everypony’s lives miserable. Tirek settles into his new home in Twilight’s castle, while Starlight Glimmer begins to spread her dreary views of friendship across Ponyville, with only a few ponies refusing to obey. Since Twilight’s castle has been taken by Tirek, the Mane 5, John, Jacob, Jenna, and Emily take shelter in Fluttershy’s house, where they try to nurse Twilight back to health, but to no avail; she continues to grow weaker by the day. After Fluttershy tends to her one day, the Mane 5 decide to discuss their options on what to do about their situation in the den. “I’m still not sure what’s wrong with Twilight or why she suddenly became so weak,” Fluttershy says sounding very concerned, “It’s as if Tirek took something other than her magic, but her will to fight back.” “Well, he did throw her halfway across Equestria in a ball of his dark magic,” Applejack says bluntly, “Maybe that’s how she lost her strength.” “Maybe, maybe not,” Jacob says, “Whatever happened, it doesn’t help us now. Tirek and his gang have every corner of Equestria covered with their rule, and if we go up against them again, we’ll be sure to fail!” “Calm down, Jacob,” John says, “There has to be a way we can figure out what happened so we can figure out what to do now.” “Maybe I can offer some insight,” a voice says from behind the group; they all twirl around and see former Princess Celestia standing before them, looking very battered.
“Princess Celestia!” Rarity squeals, and they all bow at once; she smiles at the group but winces with every step she takes towards them. “Are you alright, your Highness?” Jenna asks, and Celestia replies, “Well, our time in the dungeons has taken its toll on all of us, but that is beside the point.” “Why have you come here? How did you get here?” Applejack asks. “I teleported while the Changelings had their backs turned,” Celestia responds, “which means I don’t have much time. What can I try to help you with?” “Do you know why Twilight has become weak and how she doesn’t have the strength to stand?” Fluttershy asks. “I have been thinking about that myself, and I believe it is because of the connection she shares with her Element,” Celestia replies, and is met by puzzled looks from everypony. “You all share a certain connection to your Element of Harmony, just as Twilight does with hers, which gives you all a special kind of magic” Celestia explains, “However, after all this time, Twilight’s connection has become deeper than the rest of yours because of her magical abilities. When Tirek took Twilight’s magic a few weeks ago, he also stole this connection away from her, so she was left with no magic and no element, which has left her in this state. Now, if you will excuse me, I would like to see my student one last time before I have to go. I wish you all the best of luck,” and she leaves the den. After she is gone, the friends discuss what they have just learned; “If Twilight has no magic and no connection, then I don’t think there is anything we can do to help her,” Jacob says. “But we have to find a way,” Pinkie Pie says, losing her usually-cheery persona, “We can’t lose her!” “But what can we do? Unless anypony has some extra magic lying around in their pocket, then I don’t see a way for Twilight to get better,” Rainbow Dash says sounding defeated.
Just then, John gasps and exclaims “I think I’ve got an idea!” he says as he races out of Fluttershy’s house and into town. He uses stealth to get through town so as to not be seen by anypony Starlight may have converted by her methods. When he gets to his workshop, he piles as many bits and bobs, pieces of machinery and different tools as he can into his magic saddle-bag. Then, he flies as quietly as he can back to Fluttershy’s house and sets up shop in a deserted room in the house. When he returns, the Mane 5 and his friends come down to the room to find out what he has planned. “Well, I was thinking,” he begins to explain, “What if you all gave up your magic to Twilight?” “Uh, come again?” Applejack asks, “What do you mean, ‘give her our magic’. Not everypony has magic to give, and it would be impossible regardless if we did.” “But we do,” Fluttershy says, “didn’t you hear Princess Celestia? She said our connection to the elements of Harmony gives us magic.” “That may be so,” says Jenna skeptically, “but we can’t just simply give it up – we don’t know how!” “True, but, if I can build a device to take your magic away and transfer it to Twilight,” John says, “We may have a chance to take down the villains. It’s the only option we have at this point,” he adds as he notices the looks of doubt on his friend’s faces. Finally, they all agree, and John sets to work on the machine that he promises will “restore Equestria back to what it is supposed to be!”
Over the next few days, John works hard on his machine, sometimes accepting help from other ponies, while the rest of his friends try to comfort Twilight into believing that everything will be alright soon. Twilight, despite still being in her current physical state, is grateful for her friend’s comfort and hospitality, and tries desperately to be able to stand on her own. When the magic transfer machine is finished, John calls everypony down to begin the transfer. When they arrive, they cannot believe what they see – the device has seats for each of the Mane 5, with a partial headset for each seat, all connected to a large, complicated machine with a glass ball on top. “My, oh my,” Rarity says nervously, “Will it be safe?” “Of course it will, Rarity,” John reassures her, “You shouldn’t feel a thing.” “No, I mean for my hair,” Rarity says vainly, “I just got it done this morning!” The others roll their eyes and prepare for the transfer; Jenna and Fluttershy help Twilight into the room, who has barely enough strength to stand on her own. Just as the Mane 5 get into their positions, they hear a sound like hooves trotting around outside. “Who was that?” Emily asks; since everypony was already in one room, John asks them to go see what made the noise while he completes the finishing touches on the machine. The others trot warily outside, looking for any sense of danger. Then, a beam of light hits the entire group from behind and sends them flying across the lawn; just before they hit the ground, some of them see another pony walk through the from door – somepony who looks very familiar.
John has just completed the sequence for the magic transfer when he hears the front door open and close. “Jacob, Jenna? Did you find out who it was outside?” he calls out, but gets no answer in reply; “Emily? Rainbow Dash? Pinkie Pie?” he continues to ask, but continues to get no response. Finally, he decided to leave the room to see who it is, but as soon as he leaves the room, a figure races in the door and closes it behind her. Twilight, still lying on the floor resting, freezes when she hears the figure speak; “Hello, ‘Princess’ Twilight,” Starlight Glimmer says with a sneer. Twilight gasps, and Spike tries to attack her, but Starlight simply grabs hm with her magic and flings him across the wall. “What are . . you . . doing here?” Twilight asks with a struggle; “I’ve been observing what you all have been planning, and I’m here to put a stop to it!” Suddenly, John and Twilight’s friends burst in through the door and gasp when they see Starlight Glimmer standing over Twilight. Rarity shoots a beam of magic at her, but she merely teleports to the top of the machine and emits another one of her impenetrable magic force fields, which begins to spin around. Inside, Starlight watches in earnest as Twilight, who tried to sit up, falls back over, as the spinning force field begins to take the last of her magic which was keeping her alive.
Twilight, determined not to go out crying, confronts Starlight, “Why are you doing this? What do you have against us? Against me?” she shouts over the sound of the whirling barrier. “You don’t understand! All I ever wanted was to have true friends of my very own, but those are hard to come by when your magic hasn’t fully developed,” she explains angrily, “Even when I got better at my magic, nopony would give me a second glance, let alone be my friend. So, I did what I had to do; I used my magic to either make them my friends or destroy those who didn’t want such a privilege. I’ve been scouting Equestria for all my life, finding new ponies to make my friends, but when you became the ‘Princess of Friendship’, all my plans went up in smoke because everypony began to realize that my offerings wasn’t true friendship.” Starlight continues as Twilight become weaker with every second, “It’s because of you that I had no friends, so when you are out of the way, everypony will come to me for friendship!” she says as she laughs evilly. “No, you don’t understand, Starlight,” Twilight shouts, “If there is one thing . . that I’ve . . learned since I became Princess, . . it’s that you . . can’t force anypony . . to be your . . friend. You have to . . give them a . . chance to like you . . for who you are . . if you want to have any . . friends.” “I have friends now, and they’ve helped me with my plans to destroy you!” Starlight shouts back. “And look at how . . they’ve treated you!” Twilight says, “They use you . . as their messenger . . and when all is said and . . done, they all got fancy kingdoms . . but all you got . . was a much less glamorous . . less powerful than the others.” Starlight, realizing Twilight’s words to be true, stubbornly remains in control, but allows her barrier to falter slightly. Twilight continues, despite getting noticeably weaker, unable to stand on her own again, “So go ahead . . finish me off, and my friends . . it won’t change the fact that . . you have no . . friends. That, Starlight Glimmer . . is a conflict inside of you . . that you have to face . . on your own.” Starlight begins to consider what Twilight said; “But, all I’ve ever known is how to be rude and inconsiderate to everypony. I don’t think I know how to make friends your way.” “You can change, Starlight,” Twilight continues on her last breath, “you . . can . . change . .” and with those last words, Twilight lies on her side, the last of her magic finally escaping her.
Starlight Glimmer stares at Twilight’s body in front of her, and she sees the despair on her friend’s faces when they realize what happened to their friend. She considers what Twilight told her before she died, and finally makes up her mind; she lowers the force field to allow Twilight’s friends to help her. “Hurry, everypony!” John exclaims urgently, “To positions!” and the Mane 5 take each seat as the magic transfer begins. The headsets capture each pony’s magic and exerts it into the machine, which grows in quantity in a matter of seconds. When all of the Mane 5’s magic has been transferred, John hits a button on a control panel which moves the magic into the glass orb on top of the machine, which begins to glow and radiate power. Suddenly, the magic shoots out of the ball and seeks out Twilight, as it encompasses her in a brilliant ball of light and lifts her above the floor as she absorbs the magic. When the transfer is complete and Twilight is set back on the ground, John, Jacob, Emily, Jenna, and the Mane 5 trot over to where Twilight should be in the room. However, they are met with a very different sight; the pony lying before them is purple like Twilight, yet has the body of Princess Celestia – her legs, mane, tail, horn, muzzle, and wings have all become longer. “Twilight,” Rarity says warily, “Is that you, darling?” Then, the pony wakes and stands up, towering over the other ponies; “Why are you all looking at me like that?” she says in Twilight’s voice, then she looks down at herself and gasps, “Oh, my. What happened to me?” The Mane 5, overjoyed that they have their friend back, all gather together in a group hug; “Twilight! We’re so glad you’re back!” Applejack says while Pinkie Pie screams “BEST DAY EVER!” “I’m happy to be back, too. But I wouldn’t be here if it weren’t for all of you – even you, Starlight Glimmer,” Twilight says as she smiles at Starlight, and she returns the gesture.
At the mention of her name, however, everypony else’s senses kick back into gear and they prepare to fight; Rainbow Dash streaks towards Starlight and tackles her to the ground. “What’re you even doing here?” she demands, “Actually, it doesn’t even matter; if you try anything, we’ll send you back to your buddies!” “Rainbow Dash, she’s changed,” Twilight says urgently, “Please, don’t do anything to her,”; “Well, why not, dear?” Rarity asks with a fierce look in her eyes, “She almost killed you! Why shouldn’t we take our revenge?” “Because that won’t make us any better than she was,” Twilight explains, “Besides, she knows better than know and is willing to help us. Right?” she directs at Starlight. She looks around at everypony else staring at her intently, waiting for an answer; finally, she answers, “Yes, I will. I moved mountains to get them where they are now, and they never appreciated what I did. Count me in!” she says to everyopny’s relief. “So, what’s the plan now? Tirek, Sombra, and Chrysalis are still in control of every corner of Equestria, and the last few time’s we’ve taken them on, we’ve been – unsuccessful, to say the least,” Rainbow Dash says. “But in all of those cases we were separated,” Twilight says in response, “This time, we need to stay together in order to take them down. We’ll draw them out into the open, where they’ll be most vulnerable, and take our chance to strike!” “Sounds like a plan to me,” Jacob says, “but, one thing: we’re not all-powerful like they are, and we’re not all princess alicorns. I just don’t think we have the strength to take all three of them down at once.” “That, my dear Jacob,” John reassures him, “is where I might be able to help us all out. Everypony, follow me!”
The other ponies follow John through Ponyville to his shop, trying to avoid any signs of trouble that might get them caught by Tirek. When they arrive at the shop, John takes them to the back wall of the abode, where all of his metal-working tools are kept. “Uh, what exactly are we doing here?” Rainbow Dash asks, “I think we’ll need something bigger than what is on this wall to take down the enemy.” “I know,” John says, “I never said we would be using these. I think you guys will want to use these instead,” and presses his hoof to a clipboard hanging on the wall, which activates a section of the wall and begins to lift it up into the roof. When the other ponies see what is on the other side, they gasp – an entire arsenal of hoof-crafted weapons lay before them, taking up the entire wall. John points out a few of the more interesting items; “This here is what I call the Gatling hoof; it attaches to your lower leg and you can use it to fire beams of magic at the enemy,” he says like a colt in a candy store. “Ooh, and over here is the Deathcollar, which allows the wearer to bite through solid objects and is impenetrable,” he motions towards a mask contraption. “What are these things here?” Twilight asks, peering at what appear to be high-tech necklaces; “Those,” John begins, “are my personal favorites. I call them the Elements of Disharmony. They take your primary inner strength and amplifies it into your very own superpower!” “I thought magic wasn’t your game,” Rainbow Dash says suspiciously; “Well,” John says, “Just because I have no magic myself doesn’t mean I can’t find ways to incorporate it into my ideas.” “Where in Equestria did you find the magic to put in your weapons?” Rarity asks, to which John replies, “You’d be surprised to know that the mountains to the north aren’t only known for their freezing temperatures. I had to dig deep into the heart of that wasteland to find the magic for my devices.” “Well, I guess we are prepared for a fight, after all,” Jacob says confidently, “Who do we hit first?” he asks Twilight. “We’ll have to split up first; John, Emily, Jacob, Jenna, and Starlight, you go to the Crystal Empire and drive King Sombra towards Ponyville. The rest of you will aid me in driving Chrysalis out of Canterlot and freeing the Princesses. Then, we’ll meet back up and take my castle back from Tirek, taking all three of them in the same place. Equestria will be ours again!”
The different groups of ponies leave the shop, with all except Twilight fitted with different gadgets from John’s arsenal, for their destined locations. When John and his gang arrive in the Crystal Empire, it has gone back into its original state of dictatorship when Sombra was in power over a thousand years ago. As the group of ponies begin to make their way to the castle, they encounter a group of three guard ponies sent by Sombra to interrogate them. They demand to know where Twilight Sparkle is, but the group refuses, so the guards charge at the friends. They knock them down easily, then make their way to the castle, which is now covered in dark spikes. Upon entering the castle, King Sombra mocks them for being late, but fails to hide his shock when he sees Starlight turned against him. Enraged by her betrayal, he and some brainwashed guards lunge at them, and a great battle ensues. Meanwhile, the Mane 6 sneak into Canterlot and move stealthily through the night towards the palace. They come across random groups of changelings, which they easily navigate around as not to arouse any suspicion. When they reach the castle, they find Queen Chrysalis sitting in the throne room while her minions tend to her like a god. When she sees Twilight in her new form, she initially believes that Princess Celestia escaped; when Twilight reveals her true identity, however, Chrysalis laughs and mocks that they cannot stop her. Rainbow Dash, hearing a challenge, becomes eager to deliver, and she fires a few shots form her Gatling hoof, which hit the Changelings closest to Chrysalis. Together, the Mane 6 charge at Chrysalis and the Changelings, who form up and try to keep the friends from defeating them.
After a brief conflict, Chrysalis, fearing that she will be overrun, teleports out of the castle to somewhere unknown to the Mane 6, leaving the Changelings no other choice but to flee. The friends, led by Twilight, hurry down to the dungeon, where they find the Princesses collapsed on the floor of their cells, weakened from exhaustion. Princess Cadence is the first to wake when the Mane 6 enter the hallway and becomes overjoyed upon their arrival; hearing this commotion, Luna wakes up and greets the ponies warmly. Princess Celestia, however, remains unconscious on the floor; while Pinkie Pie and Rainbow Dash search for the keys, Twilight asks what happened to Celestia, and Cadence explains that after she returned back to her cell, chrysalis found out and had her Changelings “teach her a lesson”. Shocked and enraged by the news, Twilight lets her anger get the better of her and blasts each of the doors wide open with her newfound magical powers. Surprised by the sudden display of power, everypony stares at Twilight, including Rainbow and Pinkie, who just returned from their search. Cadence and Luna comment on Twilight’s new appearance, but she does not hear them as she rushes into Celesita’s cell and tries to wake her up. Finally, she coughs dryly and peers up at Twilight and smiles; “I . . knew . . you could . . do it,” she musters before lying back down. Realizing the severity of the princess’ conditions, Twilight tells Fluttershy and Spike to tend to and watch over them, to which she agrees, and the rest of the Mane 6 leave to track down Tirek and Chrysalis.
In the Crystal Empire, things are a different story; John and his gang manage to force Sombra out of the castle as he flees from the scene, but he makes the train derail before teleporting out of the area. With their quickest mode of transportation eliminated, the group wavers its options; Jacob suggests that they teleport to wherever the others could be, but when Emily tries to teleport them, she falls over, exhausted from the previous battle. Jenna asks Starlight Glimmer if she can try, but she admits that she had not practiced full teleportation, and does not want to risk sending them off-course. John agrees and says that, even if they could teleport, there would be no way of knowing for sure where the Mane 6 were now and whether or not they were in the middle of a battle. With no other options, John suggests that they fly, which Jacob bats down as “not being fast enough”, but seeing no other option available, he eventually agrees to their plan. So, John, Jenna, and Jacob carry Starlight and Emily all the way back to Ponyville, praying that they are not too late to help their friends.
At Twilight’s castle, Tirek continues to destroy Twilight’s castle, including the Golden Oaks chandelier and the throne room, as he takes his full revenge on the castle. Soon, however, both Sombra and Chrysalis arrive at the base of the castle and demand to speak with him at once. He comes down and listens as they talk about what happened to “their” kingdoms; “You said they wouldn’t fight back this time around,” Queen Chrysalis screams in anger. “We didn’t sign up for this, Lord Tirek,” Sombra agrees, “We agreed to help you get revenge and have our kingdoms back, nothing more!” “Tirek, however, merely chuckles, “You really thought that they would just give up? No, they’re fighters, alright, and if you want to keep your freedom, I suggest you both finish the job and find them before they become more powerful than us!” Just then, the villains hear Twilight’s voice shout “TIREK!” and he smiles, “Looks like we won’t have to look very far,” he says as she strides out of the castle, with Chrysalis and Sombra following close behind. The Mane 6 stand in the path leading up to the castle from Ponyville, their faces glowing determination; “Well, what do we have here?” Tirek roars, “Come to meet your maker again, Princess Twilight?” “That’s where you’re wrong Tirek. It’s your time to fall!” Twilight shouts back, “Equestria has had enough of your tyranny!” “I guess we’ll just have to see, then, which of us deserves to live or die,” Tirek growls as Chrysalis calls out for her minions to formation; suddenly, a giant army of Changelings appears in front of the villains, and she orders them to charge. Slightly intimidated by the sheer size of the Changeling army, Twilight musters the courage to get her friends on the attack, and soon an all-out brawl ensues, one of the largest in recorded Equestrian history.
Not long after the battle begins, John and his group descend upon Ponyville, where they see the Mane 6 taking on a massive army of Changelings while the villains of Equestria watch. “We have to go help them,” Jenna says urgently, and she, Starlight, and Jacob are about to dive into the action when John realizes that something’s missing. “Wait a minute, where are Celestia, Luna, and Cadence?” he asks, “If Twilight and her friends are here, then that means they’ve already been to Canterlot, but that means the princesses should be here.” “You don’t suppose they’ve been . . .” Starlight begins to say, but Emily interrupts her, “No! That can’t happen. That couldn’t happen!” “All the same, Emily,” John says, “we should go back to the palace and see for ourselves. Jacob, Jenna, Starlight, you three stay here and help with the fight. Looks like they could use it.” “Aww yeah, that’s what I’m talking about,” Jacob says excitedly and dives into the battle, with Jenna and Starlight close behind, while John and Emily fly back to Canterlot as fast as they can. When they arrive, they find the streets quiet due to all the Changelings being called away, so they gallop hard to get to the castle before too much time passes. When they get down to the dungeons, they see Fluttershy and Spike consoling three seemingly very weak princesses of Equestria; as soon as they enter the hallway, Fluttershy and Spike become overjoyed to see them, and even the princesses acknowledge their arrival despite their physical state. “What happened to them?” Emily asks Fluttershy, to which she replies, “They’ve been in those awful cells for too long, I’m afraid they won’t be able to stand, let alone help our friends.” “Well, maybe I can help here,” Emily says, “I’ve been practicing an intricate healing spell in case of emergencies like this, maybe it can heal them.” “It’s certainly worth a try,” Spike says, “go for it!” So, Emily trots over to Celestia and begins to cast her spell as the others watch in hope that their last option works.
Back in Ponyville, Twilight and her friends are becoming visibly tired from all the fighting; Jacob, Jenna, and Starlight’s arrival helped with the numbers for a little while, but there was still too many of them. When Twilight manages to break away from a group, she sees Tirek, Chrysalis, and Sombra merely watching the chaos with sickeningly gleeful expressions. “If you truly want to see who deserves to win, then why won’t you cowards fight us yourselves?” she asks them furiously. “Why, we thought we’d give you the benefit of the doubt, that if you couldn’t defeat my precious minions, then surely you would be no match for all of us,” Chrysalis jeers, “but, if you want to see our combined force, then be my guest!” and the three of them charge towards the fight. Feeling slightly overwhelmed but still determined to defeat them, Twilight prepares for the worst when Tirek is hit from behind by an unseen magical being and topples to the ground. Outraged, he spins around to see his attacker and roars; Sombra and Chrysalis do so as well and gasp; there, hovering above them, are the three princesses of Equestria in all their glory. John, Emily, Fluttershy, and Spike land not too far away from the group as Tirek taunts Celestia; “How did you escape? You can’t defeat us, we’re stronger than all of you!” he growls. “We’ll just see about that,” Celestia says as the three princesses cross their horns and create a giant magic “spirit bomb”, which they unleash upon the villains and engulfs them. When the spirit bomb disappears, so have Tirek, Chrysalis, Sombra, and the Changelings, leaving only the Mane 6 and their friends lying in confusion. “Where did they all go?” Rainbow Dash asks, then they all see the princesses and bow in respect and honor; Equestria was safe at last.
Once the princesses land, Twilight trots over and exchanges an emotional greeting. “But, how did you get out of the dungeons?” she asks them, “You didn’t look strong enough to stand.” “We had some help, which we are very grateful for,” Princess Celestia says to Twilight and motions to Emily, who blushes in gratitude. “You, on the other hand, seem to have grown quite a bit taller than I remember,” Celestia says approvingly, observing Twilight in her new form, which makes the others chuckle. Suddenly, Cadence sees Starlight Glimmer and glares at her; “Twilight, isn’t she one of them?” she snarls, but Twilight reassures her “not anymore, it’s alright.” Then, Twilight trots over to Starlight Glimmer, “Starlight, thank you for all that you’ve given up for us. For me,” which makes her smile. “I’m sorry for all that I’ve done to all of you; I guess I never really knew true friendship until know,” Starlight says, “But, I think I should go now, see if I can’t try making new friends again – the right way,” she adds. Everyone says goodbye to Starlight as she trots away to her bright new future. “Now, I suppose we should see what kind of damage those monsters inflicted to our home,” Princess Luna says solemnly, and they all walk away into Twilight’s castle.
Once inside, they gaze at the true extent of Tirek’s revenge against Twilight; she becomes especially emotional over losing the golden Oaks chandelier. Then, Celestia explains that they know a spell that will put everything right again in the world; Twilight agrees as the royal princesses form a circle – or at least part of one. They gesture for Twilight to come over; realizing the spell requires all the princesses, she trots over and they all touch horns with one another. From their tips, another ball of magic appears and emits a large wave of magic across Equestria, restoring it to its normal state, fixing the interior of Twilight’s castle, and returning Twilight to her original form and giving the Mane 5 their magic back. A couple of days after the defeat of the villains of Equestria, a world-wide celebration of the Mane 6’s and princess’ efforts takes place, with ponies recognizing everypony’s contributions, including the valiant efforts of John Darkblaze, Emily Flutterheart, Jenna Lightningstrike, and Jacob Braveheart. Parties were held in every town, which Pinkie Pie and Jenna had a part in planning, and Equestria was the most joyful place it had ever been. Even as night fell, ponies were still partying in every corner of Equestria; Twilight, however, was lying underneath a tree, reading a good book and gazing up at the stars, finally at peace with herself.
- Twilight Sparkle
- Rainbow Dash
- Pinkie Pie
- John Darkblaze
- Emily Flutterheart
- Jenna Lightningstrike
- Jacob Braveheart
- Princess Celestia
- Princess Luna
- Princess Cadence
- Lord Tirek
- King Sombra
- Queen Chrysalis
- Starlight Glimmer
- Sweetie Bell
- Derpy Hooves
- Lyra Heartstrings
- Bon-Bon/Sweetie Drops
- Mayor Mare (cameo)
- Photo Finish (cameo)
- Mr. and Mrs. Cake (cameo)
- Filthy Rich (cameo)
- Hoity Toity (cameo)