? [chamber music] ?
First lesson of the day. We
very carefully set the table
without using magic
so that-- YIPES!
Did you-- how-- when-- what?
What?
I said no magic. You were
supposed to do it by hoof
so I could work in
a friendship lesson.
Oh. I heard set the table
and just kinda went for it.
Well, if you
hadn't used magic,
you'd have heard
me say, uh,
this plate represents your
head, this spoon is your heart
and the knives... are sharp.
Always be careful with knives.
[sigh]
The metaphors make more
sense when you're actually
setting the table.
Should I change it back?
I just want to make sure
you're ready for this dinner.
Princess Celestia will be
joining us tomorrow night
to see how the friendship
lessons are going.
If it's just you, me
and Princess Celestia,
why are there
four seats?
Well, the whole point is for
you to bring a new friend.
That way the Princess
will see for herself
just how far
you've come.
And how good a
teacher you have.
I can't choose. I
like all your friends.
That's the best part. You
have to make a new friend.
New friends?
Hey, maybe I'll just
force friendships
by magically enslaving
the entire population
of Ponyville!
Starlight!
Kidding! Heh heh heh.
♪ My little pony,
my little pony ♪
♪ Aaaahhh
♪ My little Pony
♪ I used to wonder what
friendship could be. ♪
♪ My Little Pony
♪ Until you all shared
its magic with me. ♪
♪ Big adventure!
♪ Tons of fun
♪ A beautiful heart! ♪
Faithful and strong! ♪
♪ Sharing kindness
♪ it's an easy feat
♪ And magic makes it
all complete! ♪
♪ To have my little pony
♪ Do you know you're all
my very best friends♪
♪
?
Let's see. Make new
friends in Ponyville,
the friendliest
place in Equestria.
Shouldn't be hard.
Need to make a new
friend, huh?
I know just the
pony for you!
Ms. Starlight
Glimmer,
meet Mrs. Cake.
How are you, dearie?
Are you baking?
Can I help?
Wow. Mrs. Cake! Look what
your "new friend" made you.
Ah ha ha! New friend? I like
the sound of that. [gasp]
Howza-whoza!
Are you trying to put
me out of business
with your fancy
magica-thingy-whatsit cake?
[splat]
Oh!
Sorry!
[slurp]
In her defense,
it is delicious.
[chomp]
[crash]
I think I have just the
pony for you, Starlight.
Meet Big Mac.
Eyup.
He's not much
of a talker.
Nope.
Oh that's too bad. I
love a good conversation.
Eyyyyyyyyup-yup-yeah-yeah-you
did something!
Whoa! What's happening?
I feel really weird.
I'm talking so much
and I'm so articulate
enunciating with such
precise pronunciation!
Annie Apple Awoke
And Accidentally Ate
an Auburn Azalea!
Aaaah! MAKE IT STOP!
[growl]
I can't be friends with
somepony who doesn't talk.
[growl]
And I guess my first
instinct shouldn't be to
magically command ponies to
act the way I want them to.
[louder growl]
All right! I'll
change him back!
The trick to
finding a new friend
is to render
yourself radiant.
First impressions count
a great deal, you know.
I'm glad you all got
past my first impression.
Well, everypony deserves
a second chance!
Oh now, I have a
top-notch idea.
I'm thinking pastel
silk here and here,
with crinoline underneath.
You really think a new outfit
will help me meet ponies?
Oh, with the right outfit,
you can do anything, darling.
When will it be ready?
Three weeks.
Dinner's tomorrow.
Well, then! How about
a hat from the, ahem,
"clearance bin?"
[grunt]
Maybe not.
Nopony's gonna make
friends with you
because of your outfit.
The only thing you want a new
friend draped in is coolness.
Like you?
Yeah, but you already
know me, so...
[gasp] Spitfire!
Sorry.
Who's that?
Only the Wonderboltiest
Pony in the Wonderbolts.
Come on, I'll
introduce you!
You coming or what?
I guess my first
question would be...
what's a Wonderbolt?
You've never heard
of the Wonderbolts?
Where have you been?
Heh... enslaving
villages, I guess.
Right.
You're adorable, but probably
not what Twilight had in mind.
What is going on?
This is Ponyville!
If I can't make
a friend here,
there's got to be
something wrong with me.
[frustrated sigh]
OK. Calm down.
Nobody makes friends
with a total stress case.
Stop stressing!
STOP STRESSING!
Ahhh. This is just
what I needed.
Tell me about it.
You ever have one
of those days?
For me, they're all
one of those days.
Ha-ha-ha.
I'm going to start coming here
every time I visit Ponyville.
I'm not from here either. I've
been trying to make friends,
but it's not easy.
They're not saying it,
but I think everypony
knows about my past.
I... may have been
a tiny bit...
...completely and
utterly evil?
Ponies judge me on
my past, too.
Finally, a pony I
can relate to.
Soup spoon, salad fork, pasta
spoon, strawberry pick.
I'm beginning to think
that after Friendship,
the greatest magic
of all...
is proper silverware
placement. [giggle]
Twilight, guess what!
I made a new friend!
That's fantastic news.
She's great!
Great!
She's powerful!
Powerful?
She's--
Hello, Princess.
♪ [horror sting]
Trixie?
You know each other?
You could say that.
We've had our
differences.
What matters is Twilight
gave me a second chance
and I appreciate it.
So, um, what brings
you to Ponyville?
The great and powerful
Trixie has come to perform
a new stage show of grand
illusion. I'm calling it
"The Humble and
Penitent Trixie's
Equestrian Apology Tour."
That's kind of
a mouthful.
It's a working title.
Starlight? A moment?
Over here?
I know I said make
friends with "anypony,"
but... well, with Trixie's
past and your past,
I'm not so sure she's
the best "first friend."
But whatever she did,
you've forgiven her, right?
It's just...
She wasn't the
nicest pony.
Well, you did say anypony
and I just assumed
that you'd trust me
to make my own friends
the way Princess
Celestia trusted you.
[sigh] You're
right. I trust you.
Just be back in
time for the dinner.
Thanks, Twilight.
You won't regret it.
I hope not.
Ugh.
This Magic Show's gonna
be the greatest thing
Ponyville's ever seen.
[soft murmurs]
Everypony always says they'll
give you a second chance,
but deep down,
they never forget.
That's what I'm
worried about.
[sigh]
What is it?
I heard what Twilight said
about me and she's right;
I wasn't very nice.
So, I'd understand if you
didn't want to be friends.
Are you kidding?
You're the first pony
I've met who has
any idea how I feel.
Can you keep a secret?
What are friends for?
The things I've done,
I did them because I
was jealous of Twilight.
She's just the
best at everything
and I wanted to b*at
her at something.
Your secret's
safe with me.
Thanks.
Wanna help me
unpack my wagon?
I spend a lot of time on
the road with my wagon,
so it might be
a tad messy.
Maybe I can help. I'm pretty
good at organizing stuff.
Magic props,
brainwashed crowds.
[giggles]
Psssst! Psssst! Psssst!
Shhhhh!
Uh, I'll catch up. I think
there's something in my hoof.
Sure, the wagon's right
around the corner.
So. How's it going
with your new friend?
Great. Thanks for asking in
a completely not creepy way.
Because, you know, if it isn't
working out for any reason,
I could introduce you
to my friend, here.
Nice to meet you.
No, no. You can
come out now.
[electronic buzz]
You like music, right?
DJ-Pon 'd be the perfect
friend for tonight's
incredibly important
dinner with Celestia.
You know, if you decide to
make a last minute change.
So... back at your castle
when you said, "I trust you,"
you meant, "I
don't trust you."
Who can really say who said
what? I know I can't. Can you?
Starlight, I'm just trying
to look out for you.
[sigh] I appreciate it, but
you're wrong about Trixie.
She's just like me. We
have a real connection.
That's kind of what I'm afraid
of. OH! What about her!
[crash/thud]
Please, Twilight! I know
you're trying to help,
but I need to make
friends on my own
if I'm going to
become a better pony.
But do you really
think Trixie is the one
to help you with that?
Wow, Trixie was right.
You're not really giving
her a second chance.
I wonder what that says
about how you feel about me.
Oh! Now he'd be PERFECT!
Ugh.
I was thinking.
You said Twilight is better
than you at everything,
but that's not true.
You're better at magic.
Only when I'm wearing a
soul-sucking evil amulet,
so I don't think
that counts.
Funny story. Don't
need to get into it.
I meant stage magic.
Well, of course. Great?
Yes. Powerful? Obviously.
But I'm not the best.
As great and powerful
as I am,
there's one trick I've
never been able to do.
The Moon-sh*t
Manticore Mouth Dive.
♪ [old-style piano]
Only one magician has
ever pulled it off:
my hero, Hoofdini.
You are supposed to blast
yourself into the open mouth
of a hungry Manticore.
After the Manticore chews
you up and swallows you,
you magically step
out of a box
on the other side
of the stage.
Completely unharmed.
That sounds very...
Dangerous?
I was going to
say, "cool."
I knew I liked you
for a reason.
I don't know how he did it.
If I tried it, I'd get
chewed up and swallowed
by that Manticore.
Not if you could
use real magic.
Obviously. Way
to rub it in.
No, I mean I could help.
You could start the trick
and right before
you got chewed up,
I could use magic
to save you
and make you appear
in the black box.
I guess that would work.
But if you made one
mistake, I'd be a goner.
When it comes to magic,
I don't make mistakes.
Maybe I could be your...
"magic-show-helper-pony?"
We call it "assistant" in
the magician biz and...
nopony's ever offered
to help before.
Well, I'd be honored.
You may have just made my
great and powerful magic show
even better, which I
didn't think was possible.
We're gonna blow
them away tonight!
Oh, I can't. Tonight's this
"incredibly important"
dinner with Twilight.
Oh.
Can I vent for a minute?
What are friends for?
Even after Twilight
says she trusts me,
she clearly doesn't
trust me enough
to choose my own friends.
I guess you were right.
No second chances.
I wish I could say
I was surprised.
Well, lucky for
"Princess" Twilight
I have my magic
show tonight.
If you have to go
to the dinner,
I completely understand.
I just hope I find
a way to survive
the Moon-sh*t Manticore Mouth
Dive without my new assistant.
♪ [dramatic crescendo]
[dripping]
Starlight Glimmer should
be here any minute.
Any... minute...
now. [nervous laugh]
How about I
introduce everyone?
Our friendship lessons
are going so well.
She made three
new friends!
She has such great
taste in friends.
I don't know where she
would have learned that.
Starlight Glimmer? I thought
you said nose-hair trimmers!
What's going on? I'm hungry!
And my nose is too hairy!
HAHA! Cranky Doodle,
you're so funny!
If you'll excuse me, I'm
going to check the kitchen.
Maybe she got lost amongst
the... artichokes.
Starlight? Has anyone
seen Starlight Glimmer?
I'm looking for her.
Trixie!
So this is the "The Humble
and Penitent Trixie's
Equestrian Apology Tour."
Ain't that a
mouthful of molasses.
It's a working title.
This is going to be the
greatest night of my life.
Excuse me, our lives.
I'm so glad that we're
not at that boring dinner.
Twilight: Ahem.
You just decided to skip our
dinner without telling me?
Are you aware that
at this very moment,
Princess Celestia is
waiting for you at a table--
--with exquisite
silverware placement?
Yes, but...
This is exactly why
I didn't want you to make
friends with Trixie.
Ah-HA! You still
don't trust me!
But guess what, "princess?"
It doesn't matter if you want
to give me a second chance
or not. Starlight had to
choose between you and me
and she chose me! Your pupil
chose me! So HA. I win!
You win? That sounds like you
just made friends with me
to b*at Twilight.
Exactly!
Wait. I mean, no! I got caught
up in the moment. I like you.
b*ating Twilight
is just a bonus.
Oh, saying that
didn't help, did it.
I should have known.
Nopony else in Ponyville
wanted to be my
friend. Why would you?
Wait! It's not like
that! I am your friend!
Oh. [whimper]
Well, you "won." I
hope you're happy.
Looks like the great
and powerful Trixie
is back to a solo show...
Trixie?
...which is exactly
the way she likes it.
Thank you,
Princess Twilight,
for getting rid of
that annoying pony
who wanted to be my first
friend. I am not sad at all.
I definitely don't feel
like my heart is breaking
into a million pieces.
Come one, come all!
Come and see
"The Pathetic and Friendless
Trixie's Way-To-Go-Dumb-Dumb
You-Really-Messed-It-Up-This-
Time Repentance Tour."
[murmurs from the crowd]
IT'S A WORKING TITLE!
Behold, your fears come true...
a pony-eating MANTICORE,
[ferocious growl]
for tonight, the great
and powerful Trixie
will be performing the
Moon-sh*t Manticore Mouth Dive.
[excited gasps]
Now, now. Save your gasps
for when I defy the beast's
jaws of doom and appear
inside that black box.
I was supposed to
perform this trick
with my great and
powerful assistant,
who was also my great
and powerful friend.
Starlight? When I first
came to Ponyville,
Princess Celestia gave me
room to make my own decisions
and my own friends. I need to
give you the same freedom.
I shouldn't have tried
to pick and choose
your friends for you.
Just like me, you have to
make your own decisions...
and your own friends.
But, what if Trixie really was
using me just to one up you?
From what I've seen...
she's the real thing.
But it's not my place to
judge. It's all up to you.
[roar]
Starlight? If
you're out there
and you still want
to be friends,
let's be great and
powerful together.
Please.
[roar]
Ahhhhh!
[gulp]
[burp]
[shocked cries from the crowd]
Behold, the pate and
growerful Triskee!
[thud]
[cheering]
And now, I'm proud
to introduce
my great and powerful
assistant...
and best friend...
Starlight Glimmer!
[cheers]
Trixie!
What do you want?
I was wrong,
I'm sorry.
And I have to hand
it to you.
I could never have pulled
off a trick like that.
Thank you... Princess.
[explosions]
[dripping]
How do you get yer hair
to do that all the time?