♪♪
[bump]
[grunt]
Thank you for the mail delivery!
Have a wonderful day!
♪♪
You're new here, right?
I'm Cozy Glow, Professor
Sparkle's Friendship Assistant.
Welcome to our school!
Your first class is
just down that hall.
[door opens and closes]
A seven-letter
word for teamwork...
- Have you tried
- synergy?
That's it!
Thanks, Cozy!
What are friends for?
[door opens and closes]
Good morning,
Professor Sparkle!
The mail's here already?
What time is it?
- I'm late for my class's
- field trip to Cloudsdale!
[gasping]
Don't worry!
I asked Professor Rainbow
Dash to cover for you.
And she said yes?
Uh huh! I told her
how busy you are,
and how much her
loyalty meant to you.
I also color-coded your teaching
schedule by friendship element,
and cataloged all the magical
artifacts in the school.
I hope that's OK...
OK? Cozy,
that's amazing!
- You're like my
- right-hoof pony.
- I don't know what
- I'd do without you.
[giggle]
It's like you taught me.
Helping is what
friendship's all about.
Exactly!
- And hopefully my class
- is learning that
- on their field
- trip right now.
I heard they might do
some sight-seeing first.
Tada!
The Pegasus Weather Factory!
Every drop of rain or flake of
snow from Cloudsdale
comes from there!
Whoaaa.
I know, right?
Hey! The cool
stuff's over here!
Wow. I've never stood on
a cloud before.
You can't, normally.
But for our trip,
I cast a spell that lets
us walk like Pegasi.
[wind rumbles]
Hey Yona!
Come check out this view.
Unless you're too scared...
Yona not scared.
Now yona scared!
[gasp]
♪ 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? ♪
♪♪
[scream]
[gasp]
C'mon! We gotta catch them!
[screams]
Gotcha!
It's OK, Yona!
You like flying, remember?
Flying. Not falling!
[thud]
[kissing]
I don't understand!
It's like my spell
stopped working!
That's never happened before!
We have an emergency.
The students dropped
out of the sky!
- Slow down.
- What happened?
I cast a spell for our
field trip to Cloudsdale.
But my magic just failed!
We barely caught
everypony in time!
I'm glad you're all OK.
But I'm sure it's nothing
to worry about, Starlight.
Maybe you did your
spell wrong.
Let's take a look.
I didn't drop that book.
- Maybe you did
- your spell wrong?
[bang]
[Rarity] Owwww!
Rarity ran into the door.
My magic is GONE!
I even had to use my
hooves to coif my tail!
Still think there's
nothing to worry about?
This doesn't make any sense.
Magic can't just disappear.
- Something has to
- be causing this.
Um...
Didn't we learn in class about
a creature that eats magic?
Tir...Something.
Tirek!
Isn't he trapped in Tartarus?
[bang]
[gagging]
Spike? What's wrong?
[gagging]
Whew. Thanks.
I've never had a letter
get stuck before.
It's from Princess Celestia.
We've all been called to an
emergency meeting in Canterlot!
Look!
- Pretty sure I know
- what it's about.
Throughout our city,
ponies have been reporting
tales of their magic failing.
Spells going wrong,
potions not working...
Even raising the moon
has become difficult.
- Are there similar
- troubles in Ponyville?
We experienced it first hoof.
It's the same in my kingdom.
The Crystal Heart
seems safe for now,
but I worry if this continues.
Letter for the Princesses,
from Starswirl the Bearded.
It is even more
terrible than we feared.
Magic is disappearing
all across Equestria.
[gasps]
Starswirl believes the power
will drain from our land
in three days.
First, unicorn magic
and spells will fail.
That's what's happening now!
On the second day, creatures
will lose their magic abilities.
Oh, no!
And finally, magical
artifacts will stop working.
When the sun sets
on the third day,
the magic in our
world will be gone...
forever.
[gasp]
But why is this happening now?
That's the worst part.
We have no idea.
Has anypony checked on Tirek?
You mean the big red scary
centaur who eats magic?
Why would we want...
Ohhhh. Right.
If he has found some way
to escape his prison,
or work from within it, he
could be responsible for this.
That is the best
explanation so far.
- Somepony should
- investigate.
We'll go.
Oh, no no no no.
Not without us you wo--
Wait. Did you say "we"?
- I've finally learned
- that it's OK
to count on your
friends for help.
Um...You do want
to come, right?
Uh, DUH!
Thank you all.
We will search for ways
to protect Equestria
in your absence.
Be careful. Tartarus has
changed since you were there.
It now holds many
dangerous creatures,
and you won't be able
to rely on your magic.
With her friends by her
side, she won't have to.
OK. I left you my lesson
plan, all my student files,
and my annotated syllabus notes.
- If anything goes
- wrong, get Celestia.
Got it.
- Maybe I should just
- close the school
and send my students home.
Would you go save
Equestria already?
OK! Cozy packed us all up for a
trip to bad guy central.
- Don't forget
- the sandwiches!
- I marked whose is
- whose just in case.
Starlight can't
stand mustard.
- That's so sweet
- of you, Cozy.
But Twilight has asked me to
stay here to run the school.
Oh. I thought that after what
happened last time...
- Once you survive
- Discord,
- anything else is
- a piece of cake.
Plus she'll have
you to help her.
Oh, golly, yes!
I promise I'll be the
best assistant ever!
- C'mon! We can start
- working on your
substitute Headmare plans
right now, if you like.
Wow. Uh, OK.
♪♪
See? Nothing to
worry about.
- Tell me there's
- nothing to worry about.
Good morning,
friendship students!
I know we're all sad
Professor Sparkle is away...
But don't worry, because
she left me in charge,
to do things just
the way she would!
I thought Starlight Glimmer was
gonna be temporary headmare.
She was. But she
left me this note:
I have to go. Twilight
needs my help.
I know the school is in
good hooves with you, Cozy.
[giggle]
Isn't that sweet?
We won't let Starlight
down, will we?
[agreeing chatter]
It's just kinda weird, isn't it?
I don't know
what you mean.
- Like... why'd she
- change her mind?
- Why did Starlight
- write a note,
instead of say goodbye
to us herself?
Doesn't make any sense.
[questioning murmurs]
Oh, Smolder.
You forget, we're
not scheming dragons.
We're ponies.
- Sounds like somecreature
- needs to do
- a little extra
- friendship homework!
[laughing]
Grrr.
Yak not pony either.
If Smolder get homework,
Yona get homework.
Me too.
I'm in.
Yeah! Homework party!
Fine.
What loyalty!
Professor Rainbow Dash
would be so proud.
You are such good friends.
You all are!
- And I'm grateful
- because it will be
awfully hard running a
whole school alone!
Can I count on each
of you to help me?
[agreeing shouts]
Thank you so much!
- It's just like our
- professors taught us:
together, we can get
through anything.
[buzzing]
[thunk]
Owww!
I have had it with
these horrible flies!
I miss my magic.
Have you tried using your
tail to shoo them away?
Oh! Bite your tongue!
- It's for decorative
- purposes only.
Hey, I didn't know we
packed green cupcakes!
Um. We didn't.
They must have gone bad without
magic to keep them cold.
Magic this, magic that.
We don't need magic to
go on a little hike!
[thunderclap]
You were saying?
You just need to think more
like Earth ponies, y'all.
Granny's Apple Core
No Bite No More.
That'll keep the flies off.
Ooh, it smells
just like it looks!
- Even if our
- food's spoiled,
these blueberries are
still good to eat.
Too bad we can't do anything
about the rainstorm.
I can't stop that storm by
myself but I can still help!
[thunderclap]
I think we have all the
magic we need right here.
- Not that I don't
- want to get it back.
Let's go!
[happy chatter]
Cozy Glow baked our
class cupcakes today!
And she made all of us
friendship bracelets!
She's the nicest
pony I've ever met.
I'm SO glad
she's Headmare.
Um, temporary
Headmare, right guys?
Oh, oh Of course!
But if Twilight takes her time
coming back, I won't mind.
[giggles]
Finally! We thought you
forgot about study club!
Sorry I'm late.
Cozy Glow gave our class tickets
to a Sapphire Shores concert
in Ponyville tonight.
You get the feeling
Cozy's trying too hard
to make us like her?
- Or maybe she just
- wants to help us
keep our minds off of how scary
it is that magic's disappearing.
I don't trust her.
What's she up to behind those
big eyes and bouncy curls?
[movement]
And why Cozy Pony coming out
catacombs so late at night?
♪♪
Let's go ask her.
- This is the only
- door to Tartarus.
The good news is, the
seal isn't broken,
so we know Tirek
didn't escape.
Let me guess.
Ya got bad news too.
Last time I was here, I had
to use magic to get in.
And according to Starswirl,
all unicorn magic
was gone by yesterday's sunset.
Maybe he was wrong!
[grunt]
[sigh]
Don't worry, Twilight.
I got this!
[knock knock]
Free pizza delivery!
Always worked before.
Oh, well.
Did any of y'all pack something
that could actually help?
These all do magic,
- but not the kind we're
- looking for, I'm afraid.
How about this!
The Key of Unfettered Entrance!
Where did you find this, Spike?
In your bag!
Cozy Glow must have
packed it for you.
She really did
think of everything!
Um, what does it do?
It can magically open any door.
And since artifacts like this
haven't lost their power yet...
[power up]
[creaking]
[smash]
I guess it only works once.
[clang]
Aaah!
Cockatrice!
Do something, Fluttershy!
Don't look at it!
It'll turn you to stone!
[growl]
I don't feel like stone.
- Unless it's really
- bouncy stone.
I think he lost
his magic too.
All the creatures
here must have.
Starswirl said that would
happen on the second day.
I know it should
make me feel safer, but...
it just makes me sad.
We gotta fix this!
Where is Princess Twilight?
Oh, golly! She's
away on a quest.
I'm watching the
school for her.
Magic is failing
across our land,
and she left a foal
in charge of this facility?
Yes sir!
- Is there anything
- I can do for you?
That won't be necessary.
Twilight's folly stops here.
As of now, I am Headstallion.
And I have quite a
few changes to make.
♪♪
- If all these monsters
- lost their magic,
then getting past Cerberus
should be easy-peasy.
[footsteps]
Look out!
I'll talk to him.
[growl]
Um, excuse me, puppy...
You're a very good guard dog.
Yes you are!
But um, we were wondering if we
could get by to check on Tirek.
[slurp]
That looks like a yes.
[splash]
- I'll get you a
- towel, darling.
[giggle]
♪♪
The Princess of Friendship,
here for a visit.
What have I done to earn
the honor of your company?
We want answers, Tirek.
Magic is disappearing
from Equestria.
I know.
What a waste of such
delicious power.
[slurping]
So you are behind this!
Silly filly.
If I had all that magic,
do you think I'd still
be locked up in here?
But I might know
something about it.
What are you doing?
Those are Twilight's
student files.
These aren't. Not anymore.
With Equestria under att*ck,
ponies must stand together!
Twilight has endangered us all
by skipping off on
"friendship trips," while these
dangerous creatures run loose!
You don't think they're the
reason magic is disappearing,
do you?
Yes.
I came to warn Twilight.
But since she is gone, it falls
to me to protect you foals
from those monsters.
He's blaming us?
[all talking at once]
Did you hear something?
It sounded like it
came from over there.
[gasps]
You again, as I suspected.
[zap]
[shouts]
From now on, this
school is pony only.
As nature intended.
[thud]
Since you refuse to explain
your plot against Equestria
- and return the magic
- you stole,
- you will stay here while I
- summon your guardians
to take you home.
Wait!
You were right about them from
the beginning, Chancellor.
I see that now.
- What are you saying?
- Sandbar?
- I don't want anything
- to do with creatures
that could thr*aten Equestria!
Wisely put, colt.
[zap]
Everypony will come to
their senses, eventually.
[door closes]
[knock]
[knock]
[knock]
[yawn]
What in tarnation?
Sorry. I ran
out of apples.
I need the Cutie Mark Crusaders.
My friends are in trouble.
- Chancellor Neighsay
- locked them up!
Huh? I thought Cozy
Glow was in charge.
Not anymore.
But you guys are good buddies.
- If you can convince her
- to distract Neighsay,
I can break out my friends.
Will you help me?
- Do mulberries
- have seeds?
That's a yes.
Where's Equestria's
magic going, Tirek?
What's making it disappear?
If you let me out, I'm sure
it would jog my memory.
What do you say? I scratch
your back, you scratch mine?
How 'bout you tell
us what you know,
- or you'll be stuck
- here forever,
because we're out of magic keys
and nopony can open the door?
Oh, dear. I hadn't
thought of that.
We're just as
trapped as Tirek?
Ha ha ha ha ha.
What a pity.
Well, for you.
Sweet revenge for me.
It seems my little protegee's
plan worked after all.
[all gasp]
Which little protegee?
Oh, we've never met.
We're pen pals.
Each letter had so many
questions about draining magic.
And you answered them?
Well, I was bored.
So I simply pointed my pen
pal in the right direction.
[thud]
Can't you just tell us
your pen pal's name?
I mean, since we're
stuck here anyway.
Oh, why not.
The irony is too perfect.
Her name is...
Cozy Glow!
- I could've sworn I saw
- her come down this way
when she left her office.
[gasp]
Enjoying yourself
in there, Starlight?
I'm sorry I had to push you
in, but what else could I do?
You were going to
ruin all my plans.
[gasp]
You might get some company soon,
if I can't make that
annoying Neighsay BACK OFF.
All this magic needs time to
drain from Equestria
before my vortex sucks
it to another realm.
[giggle]
Three days can sure
seem like forever, huh?
You know, you ponies
got it all wrong.
Friendship isn't magic.
Friendship is POWER!
With Twilight and her
lackies out of my way,
all of Equestria
will bow to me...
The future empress
of friendship!
[evil laugh building to
shrieking laughter]