My Little Pony Friendship is Magic What If?: Volume 3

by SuperPinkBrony12

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Spike, Cutie Mark Crusaders, Other, Alternate Universe, Anthology, Main 6
Length: 90303

The third installment of a What If series, that involves the rewriting of episodes. This collection contains episodes from Seasons 1-5 (Warning!: Episodes rewritten based on personal opinion, please respect it)

Are you ready for a third helping of that series that seeks to answer the faithful question "What if that episode had been written differently?", then let's go!

Now, a couple of Season 5 episodes are on the list, as well as a few episodes from Seasons 1-4 that could've been a little bit better. And we've even got a couple of bonus chapters, exploring what would happen if a different character or characters was made the foucs of an episode. But which episodes made the cut, and which ones were left out? You'll have to read to find out.

Remember that all the episodes included here are the result of personal opinion, so don't be upset if an episode you hate isn't on the list, or an episode you love is. I will glady respect your opinions, so please respect mine. If you don't like the episodes selected for rewritting, you are not obligated to read the resulting chapters.

And as always, I mean no disrespect to Hasbro, the DHX staff, or the people who like the episodes that appear here. The intent of this fic is for entertainment purposes only.

Curious as to what episodes have already been rewritten?: Check out volumes 1 and 2. Volume 1 can be found here, and Volume 2 can be found here.

Published 2016-03-04 14:50:01 UTC
Last updated 2016-05-11 17:42:44 UTC

S1 E22: A Bird In The Hoof (What If?)

Fluttershy was normally not one to run, no matter what the situation might be. She always preferred to take her time, and enjoy the sights and sounds on her way to whatever destination she had in mind.

But today was different, this was no ordinary occasion. And as Fluttershy ran through the streets of Ponyville, one thought remained at the forefront of her mind the entire time "I'm late, for a very important date!"

Fluttershy managed to reach her destination, Sugarcube Corner, just as the local clock tower struck the hour. She stopped for a moment to catch her breath, while nervously eyeing the two royal guards stationed at the front door.

The guards didn't flinch, or even blink, not even as Rainbow Dash made a wide variety of funny faces directly at them. They stood there so still and motionless, that one could've easily mistaken them for a pair of decorative statues.

After only a few minutes, Rainbow Dash gave up on trying to get a reaction out of the guards. "You're good...." she said to them "too good, I'm bored." And flew past them, and into Sugarcube Corner.

Reluctantly, Fluttershy approached the guards, only to have them block the door with their wings. "Halt!" they ordered "State your name and intention at once!"

Fluttershy gulped, and slowly backed away. "Was it something I did?" she thought to herself.

Fortunately, before Fluttershy could even think about turning around and heading home, Twilight appeared in the door way. "Fluttershy!" she called happily, and said to the guards "It's okay, she's my friend, and one of the invited guests. Let her pass."

The guards parted, allowing for Fluttershy to enter "Sorry for the trouble, miss," they apologized, as Fluttershy made their way past them "But you can never be too careful when you're guarding royalty."

"It's alright, you were just doing your job." Fluttershy said kindly, as she entered Sugarcube Corner. "Never thought there'd be this much security just for a casual visit from Princess Celestia." she thought to herself.

"I'm glad you could make it, Fluttershy," Twilight said, breathing a much needed sigh of relief "This breakfast wouldn't be the same without you."

"Sorry I'm late," Fluttershy apologized, as she noticed Mr. and Mrs. Cake running about, tending to their various customers "I had a patient to take care of first. Poor Mr. Mousey hurt his leg pretty badly, and I had to patch it up."

"Oh, you and your tender loving care of little animals. I just know Princess Celestia is gonna love that about you. At least, I hope she will... I mean, of course she will!" Twilight said with a nervous giggle "Why wouldn't she like that?"

"Wow, Twilight. And I thought I was the only one who got nervous at social gatherings," Fluttershy observed "It's not like the fate of Equestria is at stake or anything, it's just a casual breakfast visit."

"Oh, it's not that. I just want the princess to approve of my friends," Twilight insisted "We may have been chosen to wield The Elements of Harmony, but that doesn't necessarily mean we get a free pass to be friends."

"But she's met us all before, don't you remember?" Fluttershy asked "It's not like she forgot about us."

"Oh, I'm sure she hasn't, and she's heard all about you and the rest of our friends from my letters," Twilight replied, once again giggling nervously "But this is the first time she'll be meeting you all up close and personal. And I want everypony to make a good first impression."

"That shouldn't be too hard," Fluttershy said with little concern "I'm sure our friends will be on their best behavior."

"Well, you already saw Rainbow Dash goofing around as if this were some sort of prank," Twilight told Fluttershy "And just take a look at some of our other friends."

Fluttershy looked around, and quickly took notice of how Rarity and Applejack were behaving. Rarity was wearing a rather lavish dress, and seemed to be taking every precaution to avoid ruining it. "Don't touch me! Watch the dress! Careful, you're gonna spill that on me!" she yelled at random intervals to various guests "Do any of you know how hard it is to get stains out of this dress?!"

Meanwhile, Applejack was struggling with how to eat while not looking like a slob. " Uh... which one's the salad and which one's the appetizer again? And which am I supposed to eat first?" she asked, but nopony answered her, not even The Cakes (they were too busy tending to Princess Celestia to notice anything else).

"It's okay, Twilight," Fluttershy said in a reassuring tone of voice "Nopony's perfect. And so what if our friends' manners' aren't their best? I doubt Princess Celestia will even notice."

But as soon as those words left Fluttershy's mouth, Pinkie Pie came bouncing onto the scene, giggling excitedly. "Whoo-hoo! Cupcakes, candies and pies, oh my!" she cheered, as she hit herself in the face with a pie. She then dipped her head into a chocolate fountain, and somehow managed to eat her way out even after the chocolate encased her face. Then, she jumped onto the table where Princess Celestia was sitting, and scooped up one of the cupcakes "You gonna eat that?!" she asked, before she tossed the cupcake into her mouth.

Mr. and Mrs. Cake were shocked at such a display, and quickly dragged Pinkie Pie off the table. "A thousand pardons, Your Majesty," Mr. Cake spoke up "We are so sorry about that. Pinkie Pie says she's sorry too."

"Yes indeedy," Pinkie Pie said sadly "I got carried away."

"It's alright," Princess Celestia reassured the Cakes "No harm done, it's just one cupcake."

"Still, allow us to make it up to you," Mrs. Cake insisted "Would you like a refill on your cup of tea?"

Princess Celestia looked down at her teacup and appeared to eye it for a moment, then with a warm smile she said to Mrs. Cake "Sure, go ahead," Mrs. Cake did so, only to find out too late that the teacup was already full, and the tea she just poured spilled out of the cup. "Gotcha." Princess Celestia teased, letting out a playful giggle. Mr. and Mrs. Cake couldn't help but laugh too.

"See, nothing to worry about." Fluttershy told Twilight.

"Guess you're right," Twilight realized, then she remembered something "Oh, by the way, Princess Celestia told me she wanted to see you. She said it was very important."

"Me? Whatever for?" Fluttershy asked.

"She didn't say," Twilight answered "But whatever it was, she seemed quite confident you were just the pony for the job."

Reluctantly, Fluttershy made her way over to the table where Princess Celestia was sitting. As she drew close, Fluttershy could see what appeared to be a very sick looking bird, but Fluttershy no idea what kind of bird it was.

"Ah, you must be Fluttershy," Princess Celestia greeted warmly "So nice to meet you, dear. I understand from Twilight Sparkle's letters, that you enjoy tending to the needs of woodland creatures. Is that right?"

"Oh yes, I love to take care of animals." Fluttershy nodded.

"As do I. As Princess, I care deeply about all creatures, great and small," Princess Celestia replied "Which is why I have something I need to ask of you, something very important."

"What is it?" Fluttershy asked nervously.

Princess Celestia turned around, and looked at the bird in the cage to her left. Fluttershy did so as well. "This is my pet, Philomena," Princess Celestia told Fluttershy "She's quite a sight, isn't she?"

"Oh... my," Fluttershy exclaimed, as Philomena coughed a bit "I... I... I've never seen anything like it."

"I apologize in advance for the fact that you have to see her in this state," Princess Celestia said, the faintest hint of sorrow hidden within her tone "Normally, she's a very lively phoneix. But today is the day when she is due to combust and rise from her ashes, fully renewed. I don't tend to take her outside of the palace when she's like this, but the pony I usual entrust her care to when I'm not around called in sick, and Captain Armor has made it very clear that the royal guard does not run a pet sitting service."

"So, you want me to look after your pet phoneix?" Fluttershy asked, her voice both fillied with excitement at the thought of taking care of a new creature, and concern at letting down Princess Celestia.

Princess Celestia nodded "Just until I'm done visting with Mayor Mare. I should warn you though, Philomena can be quite demanding, phoneixs often need extra special care."

"When will she turn to ashes?" Fluttershy reluctantly asked.

"Not for a few hours still, though I can't give you the exact time," Princess Celestia told Fluttershy.

"I'll do it!" Fluttershy said seriously "You can count on me, Princess Celestia! I won't let you down!"

"I'm sure you won't," Princess Celestia smiled "With you, I am absolutely certain that Philomena is in good hooves."

"She asked you to pet sit Philomena?!" Twilight exclaimed once the breakfast had ended.

"She did indeed," Fluttershy nodded "I've never taken care of a phoneix before, I feel so excited!"

"Well, you won't be excited for too long," Twilight commented "I know Philomena well enough to know that she can be quite the troublemaker. She even tricked me once when she was on her burning day, and made me think I was in trouble with the princess when she burst into ashes right in front of me."

"Oh, I'm sure she didn't mean to cause so much trouble." Fluttershy insisted.

"Trust me, Philomena has a cheeky streak a mile wide, if not longer," Twilight warned "If you think taking care of her will be easy, think again."

"I never said it would be easy, taking care of animals is a big responsibility," Fluttershy said seriously "But I gave Princess Celestia my word, and I'm not about to go back on it! I haven't met an animal yet that I couldn't handle!"

"Don't say I didn't warn you," Twilight replied "If you'd like, I can lend you some books on phoneixs and tips on how to take care of them."

"Thank you for the offer, Twilight, but I'll manage just fine on my own," Fluttershy said affirmatively "Now, I'd better get Philomena to my cottage before ponies start staring at her."

"Alright, but I'm still going to stop by later to see how you're doing," Twilight told Fluttershy "And if you need my help, just ask."

"I'll keep that in mind." Fluttershy nodded, and went to fetch Philomena's birdcage.

"Welcome to my home, sweet home, Philomena," Fluttershy said cheerfully, as she carefully trotted through the front door of her cottage, carrying the birdcage behind her with her tail "I know it's probably not as luxrious as the royal castle, but I think you'll find this place has a certain 'charm' to it that you won't find anywhere else."

Philomena's response was to cough repeatedly for about a minute.

"Oh my, we really must do something to get that cough under control," Fluttershy observed "Princess Celestia said it's normal for you to cough from time to time, but not for as long as that. Fortunately, she was kind enough to give me some medicine that will remedy that problem."

Philomena continued to cough.

"Don't worry, Doctor Fluttershy knows just the trick to cure the bland taste of your medicine," Fluttershy said with a wink, as she placed a red and yellow pill on a plate and presented it to Philomena. She then dumped an entire box of bird seed on top of the pill, effectively covering it up. "Go on, eat it all up." Fluttershy encouraged.

Philomena did so, and within seconds the mountain of bird seed was gone. However, the pill remained untouched on the plate.

"Philomena!" Fluttershy angrily exclaimed, before realizing she sounded perhaps a bit too angry and lowered her voice "Why didn't you eat the pill? If you want to stay healthy and stop coughing all the time, you have to eat it."

Philomena's response was to stick out her tongue in disgust, even as she continued to cough.

"I know it probably doesn't taste good, but you need to take it," Fluttershy pleaded "Pretty please? I'll give you a treat if you co-operate."

Philomena appeared to reluctantly reach her tongue out to grab the pill, and swallow it with an audiable gulp.

"Good girl," Fluttershy praised "Now, to get you that treat I promised."

Unfortunately for Fluttershy, even after being given a treat, Philomena continued to be stubborn and uncooperative, much to Fluttershy's annoyance. Philomena soon began to make what sounded like a raspy chirping sound, which drove most of Fluttershy's animal friends crazy.

"I know you miss being with the princess, Philomena," Fluttershy said kindly "But she couldn't take you to see the mayor when you're like this. She's entrusted me with caring for you, the least you can do is cooperate with me."

Philomena responded with another raspy chirp.

"Maybe you'll feel better after a song?" Fluttershy suggested "That always cheers me up. Wait right here, I have someone who I know wouldn't want to miss out on this."

Fluttershy returned a short time later with a hummingbird who's feathers were colored a dark green, which contrasted quite nicely with the brighter green feathers on its chin. The hummingbird proceeded to great Philomena with a sweet sounding hum. Philomena replied with yet another raspy chirp, though this one wasn't as sad sounding.

"This is my fine feathered friend, Hummingway," Fluttershy told Philomena "He always like to sing, isn't that right, Hummingway?"

"Mm-hmm!" Hummingway hummed in reply.

Philomena coughed, then chirped.

"Oh, singing is fun, every creature's capable of doing it," Fluttershy said eagerly "You've just got to find the music inside you and let it out. It's easy."

Philomena coughed some more.

"Just watch, you'll see," Fluttershy said cheerfully "Ready, Hummingway?"

"Mm-hmm!" Hummingway hummed happily.

"Okay then, let's start with something simple," Fluttershy suggested "That way, Philomena can join in once she knows how it goes." Fluttershy proceeded to cheerfully sing a happy little tune that she always liked to sing whenever she was busy doing something, but especially when she was busy cleaning. After all, a little bit of singing always helped the job to get done faster.

Hummingway quickly joined in, humming along as he and Fluttershy performed a delightful melody that echoed out of the cottage windows, and into the wilderness of The Everfree Forest (not to mention into Ponyville). All of Fluttershy's animal friends gathered round to watch, including Angel Bunny for whom the music seemed to have an almost hypnotic effect on, as his ears moved up and down to the beat of the song.

Even Philomena seemed to temporarily forget about her current surroundings, as she became entraced with the music's soothing melody and cheerful chorus.

Alas, the song ended all too soon, much to Philomena's displeasure. It seemed like she had just gotten into the song, only for it abruptly end a few seconds later.

"Oh, thank you, thank you all," Fluttershy said to her animal friends "I'm glad you all enjoyed it, you're such a wonderful audience," then she turned to Philomena "Okay, it's your turn now, Philomena. Go ahead. You can do it."

Philomena opened her mouth, and attempted to sing in the same tune she'd just heard Fluttershy singing in. But she only managed to produce a really raspy and sickly sounding voice that made every last critter in the cottage cover their ears.

"Oh! Um... good try?" Fluttershy said nervously. Philomena got a sad look in her eyes, and it seemed as if she was about to cry. "No, no, it's okay," Fluttershy reassured her "Please, don't cry. I should've realized you wouldn't be able to sing very well in your current state. I'm sure that once you've risen from your ashes, you'll be able to sing even better than I can."

That appeared to make Philomena feel better, as the sad look in her eyes faded. Then, she looked at Fluttershy as if she were curious about something, and indeed she was, for she let out a faint chirp.

"'Why don't you sing in front of other ponies with that lovely voice'?" Fluttershy translated "Because, I'm still working on overcoming my shyness. I'm actually working my up to singing in front of a crowd step by step. Some day, I know I'll get there, because my friends will be there to make sure I don't give up."

With her question answered, Philomena chirped happily, before she started to cough again. This caused some of the feathers still attached to her coat to fall off.

"Oh my goodness!" Fluttershy exclaimed, as she remembered what Princess Celestia had told her "Philomena will lose all of her feathers gradually, and when the last of her feathers have been shed, she will burst into flames and turn to ashes." "Philomena's losing her feathers far sooner than I thought she would," Fluttershy thought nervously to herself "Something I'm doing must be speeding up the process!"

When Twilight arived at Fluttershy's cottage, she was amazed at what she saw. Fluttershy and Philomena were sitting comfortably on the sofa, reading a book about a scientist that attempted to create new life and ended up creating a monster, only for said monster to turn out to be a gentle (not to mention misunderstood) giant. Philomena was still coughing a bit, and most of her feathers had fallen off, but she seemed to be giving Fluttershy no trouble at all.

Twilight was most impressed "Wow, Fluttershy," she observed "I knew you were good with animals, but I didn't think you were this good. Whenever I'm around Philomena, she's been a major hoofful. How did you manage so well?"

"I simply showed Philomena that I wanted to be her friend, and helped her get to know me for who I am," Fluttershy explained "It wasn't easy, but I think she's really grown to like me."

"But how is that possible? You're not Princess Celestia, and whenever I tried to take care of Philomena the same way the princess did it, it never worked!" Twilight said, her voice a mixiture of confusion and frustration "What's your secret?"

"There is no secret, Twilight," Fluttershy replied "I just took care of Philomena the way I'd take care of any animal. No matter what, I can never be exactly like Princess Celestia, even if I were to ask her personally how she cares for her pet. Whenever you were sick while you were studying under Princess Celestia, did she try to take care of you exactly the same way your mother would take care of you?"

"No. At least, after a while" Twilight responded "For the first couple of times, she would ask me how my mother would nurse me back to health, and she tried her best to recreate the experience. But as I got older and got more comfortable around her, she'd take care of me in her own special way. Some things stayed the same regardless, but not everything was exactly as it used to be."

"And was that a bad thing?" Fluttershy asked. She knew what the answer was, but she wanted to see if Twilight knew it as well.

"Of course not," Twilight told Fluttershy "So, do you still need any help? Because it seems like you have everything under control."

"Actually, there is one thing I'm still having trouble with," Fluttershy confessed "For some reason, Philomena refuses to cooperate and take her medicine. I managed to get her to swallow one pill, but every time since I haven't had any luck."

"Then you have to MAKE her take it," Twilight said seriously "You've got to put your foot down and let her know you're the boss. This is one time where you really can't be a pushover."

"But what if she doesn't like it?" Fluttershy asked in a worried tone "I don't want to force myself or my ways onto her, that wouldn't be right."

"Tough love, baby," Twilight replied "Sometimes, that's what it takes. You want her to get well, don't you?"

"Of course, but..." Fluttershy began.

"No excuses!" Twilight interrupted, grabbing a pill "Now, where's the patient?"

"Well, she's right here," Fluttershy said nervously, before she noticed that Philomena was no longer on the couch "Or at least, she was here just a minute ago. You must've scared her."

"I didn't mean to," Twilight apologized "But where could she have gone?"

As if to answer Twilight's question, a raspy chirp that was interrupted by a cough filled the air. Twilight and Fluttershy spun around, just in time to see Philomena run through the open door, and off down the path leading from the cottage.

"No! Philomena! Come back here!" Fluttershy cried, but it was too late. Philomena was already well on her way into town. "Where does she think she's going?" Fluttershy wondered outloud.

Meanwhile, Twilight was beginning to panic "Oh no. NonononononoNO!" she exclaimed "This, is bad. Very, very bad. You have no idea what Princess Celestia is gonna do if she finds out you let her pet run away, do you?!"

"Do you?" Fluttershy asked.

"Well... no," Twilight admitted "But it can't be anything good. She might banish you from Equestria. Or throw you in a dungeon. Or banish you, and then throw you in a dungeon in the place that she banishes you to!"

"You really think the princess would do that?" Fluttershy asked Twilight "Sounds a bit excessive, don't you think?"

"Okay. Granted that probably won't happen," Twilight realized "But wouldn't you be mad if you trusted somepony else with looking after you pet, and they let said pet run away?"

"I guess so," Fluttershy considered "But we'll worry about that later. Right now, we've got a bird to catch!"

"Then we'd better not waste anymore time," Twilight said seriously "Knowing Philomena, she'll try to trick an unsuspecting pony into thinking she's worse than she really is." And with that, the two mares set off to chase after Philomena.

After what felt like an eternity chasing Philomena (during which time Twilight and Fluttershy had learned just how clever Philomena could really be), Twilight and Fluttershy were exhausted. But they had nothing to show for their efforts, Philomena had appeared to have given them the slip.

"I knew we shouldn't have made that left turn at Aloe and Lotus' Spa." Twilight groaned.

"For a phoneix who's close to combusting, she sure is hard to find," Fluttershy added "Maybe we should just go to Princess Celestia and tell her what happened, I'm sure the royal guard could find Philomena in a heartbeat."

"You're joking, right?" Twilight replied "The royal guard has better things to do than look for the princess' missing pet, especially when it's not even supposed to be missing in the first place."

"But we've looked just about everywhere," Fluttershy protested "The only place we haven't checked yet is the fountain in the town square."

"Then that's where Philomena must be," Twilight realized "Sherlock Hooves once famously said 'When you have eliminated the impossible, whatever remains, however improbable, must be the truth.' In this case, since we know Philomena couldn't have run into The Everfree Forest, and we've already checked everywhere else in town, the fountain has to be where we'll find her. Now come on!"

Fluttershy reluctantly followed Twilight to the town square, only for them to discover that their friends had decided to hang out there. They also discovered, to their horror, that Philomena was perched atop one of the fountain statues. Nopony seemed to notice her, or if they did they chose to ignore it.

"Looks like you were right, Twilight," Fluttershy whispered "Maybe we should ask our friends to help us out? Twelve hooves are better than four hooves."

"Hopefully, that won't be necessary," Twilight replied confidently "We'll just carefully sneak in, grab Philomena, and get back to your cottage before anypony even knows what happened."

"Then we'd better be fast!" Fluttershy said seriously "Philomena could burst into ashes at any second!"

"So let's stop talking, and start doing!" Twilight replied "I'm right behind you!"

Pinkie Pie was happily munching on a treat from Sugarcube Corner, while Rarity, Applejack, and Rainbow Dash spent time talking amongst themselves about Princess Celestia's visit. None of them were aware of Philomena's presence (largely due to the fact that Philomena was perched so still and silently, that one could easily mistake her as part of the fountain statues).

All of a sudden, Pinkie Pie felt herself being lifted up a bit, courtesy of Fluttershy. "Excuse me!" Fluttershy apologized.

"Hi!" Pinkie Pie called "Where've you been all day, Fluttershy? Today's such a glorious day."

"I'm sure it is, but I'm very busy with something," Fluttershy replied, as she set Pinkie Pie down "Just forget you saw me."

Meanwhile, Twilight was moving past Rarity and Applejack, who were not too pleased with Twilight shoving past them. "Beg your pardon!" Twilight apologized "So sorry about this, just coming through!"

"Put me down!" Rarity demanded "This is no way to treat a lady!"

"What in tarnation ya tryin' to do, Twilight?!" Applejack asked angrily "This ain't like ya."

"Sorry, but we're looking for a bird." Fluttershy apologized.

"What bird? I don't see any bird," Rainbow Dash replied "Except maybe for that weirdly colored bird statue."

"That's the bird we've been looking for!" Twilight exclaimed. As soon as she said that, Philomena announced her presence with a cough. Everypony (except for Twilight and Fluttershy who already knew) gasped.

"Philomena, come down from there this instant!" Fluttershy demanded "You'll hurt yourself!"

Philomena responded with a long, drawn out cough, before she plunged off of the statue she had been perched on.

Reacting quickly, Fluttershy raced forward with her front hooves ahead of her face, as she prepared to catch Philomena in mid air. But then, to the shock of everypony present the last of Philomena's feathers flew off, and she burst into flames! Despite the shock of this, Fluttershy managed to catch the ashes as they fell into her hooves.

"That was a close one," Fluttershy said, breathing a much needed sigh of relief "Are you okay, Philomena?" she asked the pile of ashes.

"Uh, is Fluttershy okay?" Applejack asked nervously.

"Oh, she's fine." Twilight reassured Applejack.

"Then how come she's talking to that pile of ashes?" Rainbow Dash asked "And since when does a bird just suddenly catch fire like that?"

"Just watch, you'll see," Twilight said eagerly "Philomena's just playing with you all, just like she did with me. She'll rise from the ashes any second now."

Several seconds passed, but nothing happened. An awkward and uncomfortable silence loomed over the ponies. Nopony dared to say much of anything, even Pinkie Pie was silent.

"Um, Twilight, it's been over a minute," Pinkie Pie said in a worried tone "Nothing's happening. You're sure everything's okay?"

"Of course I'm sure," Twilight replied, then she glared at the pile of ashes and said "Okay, Philomena, you've had your fun! Now stop fooling around, and quit being so dramatic! You're scaring everypony!"

Just as soon as Twilight had finished saying those words, there was a gust of wind that blew the ashes out of Fluttershy's hooves. Everypony watched in awe, as the ashes rose into the air, and disappeared in a blinding flash of white light. When the light faded, there stood the most beautiful bird that anypony had ever seen. Its firey red and orange feathers glistened in the bright afternoon sun, and it let out a majestic sounding squawk.

"Well, I'll be," Rarity exclaimed "A living, breathing phoneix. I always thought they were just legend."

"Oh, they're quite real, and born pranksters no less," a familiar royal voice called out "Perhaps that is why Philomena here took such a shine to me."

Everypony turned around, and their mouths dropped open in surprise. There stood Princess Celestia in all her glory, accompanied by two of her royal guards. "Princess Celestia!" the ponies all exclaimed.

"Indeed, it is so lovely to see you all gathered together on such a splendid day," Princess Celestia said with a warm smile "And I see you've all met my pet, Philomena. She is quite a sight to behold, isn't she?"

"She sure is," Applejack replied "But just what she was doin' tryin' to trick us into thinkin' she was sick? That wasn't very nice."

"It would seem that Philomena decided to take the occasion of her annual burning day to have a little fun with you all," Princess Celestia explained, as she strecthed out her front right hoof, allowing for Philomena to perch on it "Say you're sorry, young lady." she ordered.

Philomena turned to face the six ponies, and let out a sad sounding cry. Fluttershy translated "She said she's very sorry, especially for giving me such a hard time early on. She was just bored of waiting for her feathers to fall off so she could combust, and wanted to have some fun. She never intended to cause trouble."

"I'm sure she didn't, and do not feel bad," Princess Celestia reassured Fluttershy "This is hardly the first time Philomena has done such a thing. She is quite the mischievous creature, but I love her with all my heart. I trust you did a good job taking care of her?"

Fluttershy nodded "It wasn't easy, but I realized that it was better if I tried to take care of her in my own way, rather than try to do everything the way you did it. You have your methods, and I have mine. And today, I think Philomena learned that different methods aren't always bad. Just because someone does something a bit different from how you're used to does not mean their way of doing it is wrong. But Philomena also taught me something."

"And what would that be, Fluttershy?" Princess Celestia asked.

"Philomena taught me that just because I have experience with something, it doesn't automatically make me an expert on that subject," Fluttershy explained "I thought that because I had taken care of so many other woodland critters big and small, I would automatically know how to take care of a phoneix. But Philomena was unlike any animal I'd ever taken care of before, and I should've taken that fact into consideration, instead of assuming I would know what's best for her. I was just lucky that everything worked out in the end."

"Sounds like a valueable lesson to have learned, Fluttershy," Princess Celestia smiled "I can see that you are truly worthy of being The Element of Kindness, and one of Twilight Sparkle's friends. It takes a great deal of courage to admit when you've made a mistake, no matter how small it might be."

"Should I write you a letter about that lesson, Princess?" Twilight asked.

Princess Celestia giggled "No, that's quite all right. I think I can remember."

"Hey, Philomena," Rainbow Dash called, attracting the phoneix's attention "You know what you should do? You should go over to those royal guards and tickle them. Get 'em to lighten up a little."

"Hey, I was gonna suggest that!" Pinkie Pie insisted "I guess great minds think alike."

"So, whadya say, Philomena?" Rainbow Dash asked "Wanna give it a try?"

Philomena squawked, and flew off of Princess Celestia's hoof. She then swooped around and appeared in front of the two royal guards accompanying Princess Celestia. She extended her wings out towards their noses, tickling them a bit.

The royal guards tried to remain stotic and expressionless, but the tickling was too much for them. In a matter of seconds, they burst out laughing, as did everypony else.

Author's Note

And so, we have come to the third installment of my "What If?" series. Like last time, I'm going to use these author's notes to explain where the original episode went astray, and why I rewrote it the way I did.

This episode mostly suffers from trying to utilize gross-out humor, but the animation plays it way too safe for such humor to work. There's also the problem of the ending being ripped straight from "Harry Potter and The Chamber of Secrets" as well as the plot hole of how Twilight, a pony who idolizes Princess Celestia, wouldn't know about the princess' pet and what it is.

To change that, I decided to make it so that the phoneix revelation is done sooner. As a result, I decided the moral would have to be changed, since Princess Celestia would give Fluttershy permission to take care of her pet, instead of Fluttershy borrowing it while Princess Celestia wasn't looking. I know I cut out the "Benny Hill" chase scene from the episode, but it still takes place in this rewrite. I just couldn't think of a way to write it believably, and I didn't want to break immersion with another YouTube video.

I know that Lauren Faust has said this episode was originally concieved as a tug at your heartstrings episode about losing a pet, but I don't believe she has ever specified whether losing meant a pet that died, or a pet that ran away. Plus, we kind of got that (to some extent) with "Tanks For The Memories" in Season 5.

This rewrite is dedicated in loving memory of award winning voice actor Joe Alaskey, one of many successors to the late, great, Mel Blanc. May he (Joe) rest in peace.

Hopefully, I'll be able churn out a rewrite a week, but don't be too surprised if this stretches into the end of May/start of June before it wraps up.

Episodes to be rewritten:
~~A Bird In The Hoof~~
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me

S2 E18: A Friend In Deed (What If?)

"Ah, what a glorious Spring day," Pinkie Pie thought to herself, as she marveled at the early morning sunshine "Just another fine day here in Ponyville. I can't wait to go out and say hi to all of my friends." And as soon as the rooster crowed, that's exactly what she did.

The very first friend she ran into, was a brown coated cow with dark brown spots. Pinkie Pie remembered seeing her at Sweet Apple Acres. "Good morning, Daisy Jo!" Pinkie Pie greeted cheerfully "Have you come to pick up some cookies to go with your tasty milk?"

"Oh ya, Pinkie, don'tcha know?" Daisy Jo replied "Sorry I can't stop to chat today, but I'm going to be very busy."

"That's okay, just being able to say hi to you is enough," Pinkie Pie said with a smile "By the way, Mrs. Cake just baked a fresh batch of your favorite oatmeal."

"Sounds delightful." Daisy Jo mooed, as she made her way past Pinkie Pie and into Sugarcube Corner.

Pinkie Pie quickly made her way into the heart of Ponyville, making sure to stop and say hello to all of her friends whenever she met them. And considering the number of friends she had, it was impossible for her to turn a corner and not meet one of them. Whether they be old friends she'd know for years, new friends she'd known only for a few days, and any kind of friends in between.

Her friends were amazed not only at how friendly Pinkie Pie was, but just how much she remembered about them. And this was a fact that she demonstrated quite well with her good friend, Matilda, an old mule who had lived in Ponyville since moving from Canterlot when she was a young jenny.

"Happy birthday to you, Matilda," Pinkie Pie greeted cheerfully, and before Matilda had a chance to correct Pinkie Pie, she added "In one hundred and thirty two days from now!"

Matilda was most impressed "Pinkie Pie! How do you remember everything about everypony?" she asked "Even I can't keep track of that much information."

"'Cause everyone's my friend and I love to see my friends smile!" Pinkie Pie explained, flashing a bright smile at Matilda "I'm even working on a song about it. It's not finished yet, but it's going to be super duper amazing when I finally work out all the lyrics. I could hum a few lines if you'd like, but right now I've only gotten as far as 'And you fill me with good cheer'. Wanna help me figure out the rest?"

"Oh, I'd love to help you, Pinkie Pie," Matilda replied "But I can't. I'm busy rearranging some things around my house. It's gotten quite clutterd up. Perhaps tomorrow I'll have time."

"Do you need any help?" Pinkie Pie asked.

"Thank you for the offer, but I can manage on my own," Matilda told Pinkie Pie "It's mostly just a bunch of small items that need to be put away."

"Okay then, but if you change your mind just call me." Pinkie Pie nodded, and bounced happily away, humming a little tune to herself. "Now, where do I wanna go after 'It's true some days are dark and lonely'?" she thought to herself.

Pinkie Pie focused so much on this thought, that she almost didn't notice when she bumped into a donkey. Said donkey had a coat in a dull brown color, and his green eyes reflected a look of unhappiness that perfectly matched the black locks of hair atop his head. He was hauling a wagon loaded with all sorts of trinkets and nick nacks.

"Oh, I'm so so so SO sorry," Pinkie Pie apologized "I didn't hurt you, did I, Mr. Donkey?"

"Nope. No bumps, bruises, or aches," the donkey replied in a somewhat glum tone of voice "And call me Cranky."

"Cranky, huh?" Pinkie Pie thought outloud, then quickly realized something "I've never seen you before."

"Kid, you're smarter than you look." Cranky said in reply, and went back to hauling his wagon.

"Cranky sure is a fitting name for him," Pinkie Pie thought to herself "It's not going to be easy getting him to be my friend, but I'm gonna try my hardest. I can tell when someone's feeling unhappy, and Cranky's definitely unhappy about something. Lucky for him, I'm just the sort of pony to cheer him up."

Little did Pinkie Pie know, that the key to cheering up Cranky was going to come from the most unlikely of sources. And that Cranky was going to be a case in friend making unlike any other.

Knowing that the key to making friends revolved around both parties knowing each other's names, Pinkie Pie quickly caught up to Cranky, and spoke to him. "Sorry about earlier, I forgot to introduce myself," Pinkie Pie said boldly "The name's Pinkie Pie, but you can call me Pinkie. All of my friends do."

"Friends?" Cranky replied, sounding rather unhappy about the idea.

"Of course, everyone's my friend," Pinkie Pie explained "And you're no exception."

"Listen, kid, I traveled around Equestria my entire life. I've made many friends. I don't need any more," Cranky insisted in a somewhat angry tone of voice "Well, except maybe for that one special friend, but I gave up on trying to find her years ago."

"Who are you talking about?" Pinkie Pie asked.

"It's nothing," Cranky quickly replied "It's a long and sad story, one that I'm sure you wouldn't want to hear. Right now, I just want to be alone with my memories."

"So, you're moving to Ponyville?" Pinkie Pie asked eagerly "'Cause if you are, I'm gonna have to throw you a 'Welcome to Ponyville' party!"

"Yes, I'm moving to Ponyville," Cranky said with a sigh, sarcastically he added "What gave you the hint there, kid? The cart full of stuff, maybe?"

"I told you, my name is Pinkie Pie." Pinkie Pie replied.

"Well, Pinkie," Cranky said, trying his best not to sound too frustrated "You say you've got lots of friends, so why don't you go off and make more?"

"But I don't need to go when I can stay and make friends... with you," Pinkie Pie explained "You're definitely a friend in need. And a friend in need is a friend indeed."

"What I need the most right now is some peace and quiet," Cranky complained "Is that too much to ask for?"

Pinkie Pie didn't reply, she was too busy staring at a trio of initials on the back of Cranky's wagon. The initials displayed were the letters "C", "D", and "D", and Pinkie Pie read them outloud. "I'm guessing that last "D" is for "Donkey"." she said to Cranky.

"Quick as a whip, kid." Cranky remarked.

"Cranky D. Donkey," Pinkie Pie wondered outloud "Mind telling me what your middle name is?"

"If it'll get you off my back, yes," Cranky said to Pinkie Pie, then he sighed and under his breath he murmured "It's Doodle."

"I'm sorry? What was that?" Pinkie Pie asked "If I'm gonna throw you a party, I've got to know your full name."

"Doodle." Cranky said quickly.

"One more time...!" Pinkie Pie insisted.

Sighing, Cranky cleared his throat and reluctanly said "Doodle." This prompted Pinkie Pie to break into a quick little song and dance routine, much to Cranky's annoyance. "So much for peace and quiet." he thought to himself.

"C'mon now, Doodle, give me a smile!" Pinkie Pie shouted, lifting Cranky's cheeks up so that his mouth formed a smile. But as soon as Pinkie Pie let her hooves go free, Cranky's smile automatically reverted to a frown.

"No one calls me Doodle!" Cranky shouted angrily "Got that?!"

"Uh, yeah, I got that." Pinkie Pie said nervously, and backed away slowly.

"Good, try to remember that fact," Cranky replied, before he quietly said to himself as he walked slowly away "Because the only one who I'd ever give the privilege of using that name left me long ago. Ah, there you go getting all reminiscent again, Cranky. It's becoming a bad habbit. She left, and she's never coming back!"

As Cranky occupied himself with hauling his wagon to wherever his destination was, Pinkie Pie was wondering outloud "What just happened? I've never met anyone so grouchy before. Maybe I messed up my routine somehow?" and she began to mentally go through her checklist of what she did whenever she encountered someone she wasn't friends with "Let's see if I remember it correctly. Meet someone new: check. Introduce myself: check. Sing random song outta nowhere: check. Become instant best friends: uncheck. I don't get it. Was it something I said? Or maybe it was something I sang?" she shook her head to clear her thoughts "This is no time for the blame game, Pinkie! You've got to bring your A game! 'Try everything you can to make Cranky smile and become your friend': check." And after stowing the green felt check mark she'd used away, Pinkie Pie began to make a plan, and it revolved around getting Cranky to open up about this 'special friend' he'd mentioned earlier.

It didn't take Pinkie Pie long to catch up to Cranky again, the wagon he was carrying prevented him from getting anywhere fast. "Hey there, Cranky," Pinkie Pie greeted cheerfully "I think we got off on the wrong hoof back there, I wasn't trying to be rude."

"Well, you were," Cranky hissed "Now would you mind leaving? Right now, all I want is to get to my new home and unpack my stuff."

"You've got quite the collection," Pinkie Pie observed, noticing the huge pile of items from all over Equestria that were stacked on top of each other "Mind if I take a look? Maybe I can take some of it off your hooves!"

"That stuff's not for sale! And keep your hooves off my wagon!" Cranky scolded.

"Okay, Cranky. I promise I won't touch your wagon." Pinkie Pie insisted, then she gasped as a new idea came to her. She ran off in a pink blurr, then came back with a small wagon of her own. This wagon was a brightly colored yellow, not unlike cake batter.

"What kind of a wagon is that?" Cranky asked, stopping for a moment.

"It's my welcome wagon, I use it to welcome newcomers!" Pinkie Pie explained "You gotta let me give you the special welcome that comes with it. It won't take more than a minute or two, I promise." She then proceeded to whimper slightly at Cranky, while making the best sad face she could muster.

Despite his years of experience with various ponies and non ponies making such faces at him, Cranky found that he couldn't bring himself to say no to Pinkie Pie. "Oh, alright. Let's get this over with, I've got places to be." he said to Pinkie Pie.

"Ah, see? Now that's the spirit!" Pinkie Pie said, smiling the biggest smile she had ever smiled. The gleam it displayed was enough to rival even Celestia's sun. Pinkie Pie then turned a crank on the wagon, and in seconds a cheerful melody began playing, as Pinkie Pie happily sang:

Welcome welcome welcome

A fine welcome to you

Welcome welcome welcome

I say how do you do?

Welcome welcome welcome

I say hip hip hurray

Welcome welcome welcome

To Ponyville today

When the song had ended, Pinkie Pie quickly said to Cranky "Wait for it!" Just seconds before the oven in the wagon gave off a ding, and confetti shot out of it like a blast of hot air. At the same time, the party kazoos planted on the wagon fired off a blast of cake batter.

Cranky didn't realize until too late, that the batter was headed straight for him. "Noooo!" he cried, as he and Pinkie Pie were covered in cake batter from head to hooves.

Pinkie Pie quickly ate her way out of the batter "Oh, silly me! I must've put the confetti in the oven and the cake in the confetti cannons! Again! One of these days I swear I'll get it right!" she chuckled "You oughta try some of the batter, Cranky. It's from Sugarcube Corner, and it's guaranteed to make even the most soury of sourpusses smile like they've never smiled before."

But Cranky wasn't smiling. He was too busy panicking at the loss of something that had until just recently been atop his head. "Come on! Where is it, where is it?!" he asked nervously "It's gotta be around here somewhere!"

"Where's what?" Pinkie Pie asked, before her eyes gazed upon an object that was black in color and looked to be rather hairy. This prompted Pinkie Pie to let out a yelp "Spider! Big hairy spider!" she shouted, before she began to bash the "spider" repeatedly "Get it away from me! Get it away, get it away!"

"Stop! That's my wig, Pinkie!" Cranky shouted, pushing Pinkie Pie aside. Unfortunately, the damage had already been done. The black haired wig had been smashed into small clumps of hair that were of no use to anyone.

"Oh my gosh! I am so, so, so, SO sorry about this, Cranky!" Pinkie Pie apologized "I can fix this!"

"Please, don't! Anything you attempt now is sure to end in disaster!" Cranky complained, but Pinkie Pie took no notice. She grabbed Cranky, and rushed him across town to the Ponyville Spa.

Aloe and Lotus were surprised when they saw Pinkie Pie burst through the spa doors, with Cranky in tow.

"Pinkie, what a surprise." Aloe commented.

"What brings you here today? Your appointment isn't due for a few more weeks." Lotus added.

"Ladies, this is a spa emergency. Cranky needs help, STAT!" Pinkie Pie declared.

"Can do, Pinkie," Aloe said cheerfully and turned to Lotus "I'll need your help on this one."

"Wouldn't have it any other way," Lotus replied "Let's do this!"

Before Cranky had a chance to protest, Aloe and Lotus grabbed him and ushered him away. Surprisingly, Cranky found that the spa treatment he recieved worked wonders. "It's been years since I've felt this good in mind and body," he thought to himself, as he relaxed in a steam bath "I feel just like my young self again. I guess that Pinkie Pie isn't all bad after all."

When the spa treatment had ended, Cranky felt much better. His coat was spotless, and it glistened in the bright afternoon sun. But he still wasn't smiling, mostly because he was still bald. He felt very silly without his whig on, and hoped that no one else would see him in his current state. Just then, Pinkie Pie came bouncing up to Cranky, smiling in a way that Cranky was starting to find enjoyable. "Never thought I'd get used to somepony as hyper as her." he thought to himself.

"Hiya, Cranky!" Pinkie Pie greeted, holding out a box colored a brilliantly bright shade of green, and topped with a yellow bow "I've got a present for you! I know it's probably not your birthday or anything, but I hope you like it."

"Oh, you don't need to give me a gift," Cranky said, politely pushing the box away "The spa treatment was gift enough. I haven't felt this good in ages."

"It's not going to explode or anything. I promise. Just open it, I think you'll like what's inside!" Pinkie Pie insisted. Cranky reluctantly did so, and he was amazed at what rested at the bottom of the box. It was a hair piece that was a bright blonde in color, and had a series of long and wavy lines. "It's a brand new toupee! I had my friend Rarity make it just for you. She calls it the 'dreamboat special'. Try it on!"

Cranky did so, and he immediately fell in love with it. True, it didn't exactly go well with his tail, but he could always dye it later on if that was a problem. "This is wonderful," he commented "Thanks, kid." And he trotted away, still not smiling (though he certainly wasn't frowning anymore).

"He's starting to warm up, but still no smile," Pinkie Pie said to herself "Maybe I'm out of touch. Of course, that must be it! I need to do some smile exercises to get back into shape. And I know just the ponies who can help me." And she trotted home to Sugarcube Corner, bouncing and humming a little tune to herself. She was still trying to work on that new song about smiling. "Now, what rhymes with 'smile'?" she thought to herself.

Once she arrived back at Sugarcube Corner, Pinkie Pie trotted up to her room, and slipped into her exercising gear. As she did so, she made sure to turn on her favorite exercising music, to get herself all pumped up.

Upon securing a belt around her waist, Pinkie Pie was ready. "Let's do this!" she said to herself.

It turned out that the ponies she had in mind were the twins, Pound and Pumpkin Cake. And they were hard to please.

Pinkie Pie tried everything to get them to smile, including making funny faces, sticking out her tongue, and boucing up and down. But nothing worked, the twins were not amused.

Having worked up quite the sweat from her exercises, Pinkie Pie sat down to rest. Unfortunately, she forget to check the floor around her, and accidentally sat on a bunch of jacks that lay scattered just a short distance away from Pound and Pumpkin's crib.

Feeling a sudden jolt of pain, Pinkie Pie shot up like a rocket, somehow managing to get herself stuck on the ceiling fan. She spun round and round like a top, before she was thrown into a pile of stuffed animals. Luckly, she wasn't hurt, and the performance she'd unintentionally given was enough to get Pound and Pumpkin Cake laughing.

"Still got it!" Pinkie Pie said to herself.

After she had finished her smile exercises, Pinkie Pie was resting on her bed, thinking to herself about Cranky. "I haven't lost my touch when it comes to smiling, but I've tried everything and I still can't get Cranky to smile," she thought to herself, before sighing "It looks like I'm gonna have to try and find that special friend he was talking about earlier. If only I had some sort of clue where to start my search."

Just then, Pinkie Pie was snapped out of her train of thought by the sound of the ringing bell. Another customer had come to Sugarcube Corner, and with Mr. and Mrs. Cake busy tending to the twins, that left Pinkie Pie to serve the customer.

Quickly bouncing down the stairs, Pinkie Pie made her way to the counter to greet whatever customer had decided to stop by for something sweet. "Hello! Welcome to Sugarcube Corner, what I can get for you?" She greeted cheerfully, flashing a sincere smile.

"Do you have any special cakes on sale today?" a perky and friendly voice replied "After all, today is a special day." Said voice belonged to none other than Cheerilee, the school teacher.

"Oh, that's right!" Pinkie Pie realized "Today is your birthday, Cheerilee. Happy birthday to you!"

"Thank you, Pinkie." Cheerilee said with a smile.

"I've got just the thing for your birthday celebration, wait right there!" Pinkie Pie told Cheerilee, and disappeared into the kitchen in a pink blur of motion. She returned shortly with a freshly baked chocolate cake, which she stuffed into a box.

"Wow, you even remembered how much I love chocolate cake!" Cheerilee exclaimed, as she tossed Pinkie Pie the bits to pay for it "You truly are the best friend anypony could ask for!"

"Sorry for not remembering earlier," Pinkie Pie apologized "I've been kind of distracted today."

"It's alright, Pinkie," Cheerilee reassured her "I'm sure you didn't forget on purpose. I'm just glad you remembered now. Can I count on you to stop by to help with the party tonight?"

Seeing this as the perfect opportunity to get her mind off of Cranky for a while, Pinkie Pie quickly replied eagerly "You betcha!"

"Good," Cheerilee smiled, and prepared to leave with her birthday cake in tow. Then, she remembered something "Oh, by the way, Pinkie. Have you heard the news?"

"What news?" Pinkie Pie asked.

"A donkey just moved into town, he's living on the outskirts," Cheerilee said, stopping in her tracks "I believe his name is Cranky."

Upon hearing the name "Cranky" Pinkie's eyes widened considerably. "Do you know where exactly he lives?" she asked Cheerilee.

Cheerilee shook her head "No I don't, but you could probably ask Derpy. As Ponyville's mailmare, it's her job to know the address of every single resident."

Derpy was indeed able to point Pinkie Pie in the right direction. Cranky's house was a simple and humble cottage far removed from the center of Ponyville. The perfect location for anyone seeking some peace and quiet.

Cranky had parked his wagon, and was currently in the process of moving the wide assortment of souvenirs from said wagon into his house. And as luck would have it, he was still wearing the toupee he'd been given earlier and hadn't dyed it.

"Hey there, Cranky!" Pinkie Pie greeted "Need some help with your unpacking?"

"No thanks, I don't need or want any help," Cranky insisted "For now, I just want to get settled in."

"Well, can I at least you ask a question or two?" Pinkie Pie said to Cranky "There's something I've been wanting to ask you for a while now."

"Really? What could you possibly want to know?" Cranky asked.

"You've been all over Equestria, right?" Pinkie Pie asked Cranky.

"You bet I have, and I've got the collection to prove it," Cranky boasted "I've got things from Manehattan, Fillydelphia, Canterlot, Baltimare, Los Pegasus, and even Appleloosa. Just about the only place I haven't been is Cloudsdale, but I'm in no hurry to go there."

"That's a shame, you're really missing out," Pinkie Pie said eagerly, remembering her own trip to Cloudsdale for the Best Young Flyers Competition "I've been there, and it is absolutely amazing! It's like Equestria's little slice of heaven."

"I'm sure it is, but I like my hooves on solid ground, thank you." Cranky insisted.

"So, what were you doing traveling from place to place?" Pinkie Pie asked Cranky, getting back on subject "Was it for a job?"

"Oh no, it wasn't for a job or anything," Cranky explained "I was traveling by choice, trying to find a friend."

"Oooh, I'm always trying to find friends, and today I found you. See how good I am at it?" Pinkie Pie grinned.

"This was different, it was a special friend," Cranky told Pinkie Pie, as she followed him into the cottage "The kind of friend you couldn't find anywhere else. Know what I'm saying?"

"Do you mean like me?" Pinkie Pie asked.

"No, you're extra special, kid," Cranky replied "In your own way no less."

"Yes! I'm in!" Pinkie Pie thought to herself. mentally congratulating herself for her apparent victory "Now's my chance to really press that 'Special Friend' area. Just need to find the right way to ask." Then, her eyes caught notice of the most dazzling ornament, resting on a nearby table. "Woow, where in Equestria did you get this, Cranky?" she asked.

"Fillydelphia, and it wasn't cheap." Cranky explained.

"It's awfully pretty." Pinkie Pie commented.

"Yes, she was." Cranky said in reply, before realizing what he'd just said.

"She?" Pinkie Pie wondered.

But before Pinkie Pie had the chance to ask Cranky, he quickly said "I mean, it was– I mean, it is. Yes, it's pretty. Now put it down!"

Pinkie Pie did so, and that was when she spotted a book colored a soothing light blue. But instead of asking Cranky about it, Pinkie Pie decided to look inside it herself "There's gotta be something in here that can help me out." she thought, and began to flip through the pages. Page after page was filled with photos of Cranky visiting all of the locations he had previously talked about traveling to. One photo in particular caught Pinkie Pie's eye, something about it was very familiar.

However, right at that very moment, Cranky snatched the book out of Pinkie Pie's hooves and shut it with an audiable thud. "Just what do you think you're doing?!" he asked angrily "I don't go snooping through your personal belongings whenever I feel like, now do I?!"

Pinkie Pie gulped, she'd been caught redhoofed "I'm really, really sorry, Cranky." she apologized.

"Oh, you're sorry?" Cranky asked sarcastically "Well that's just fine!"

"I just wanted to ask you about something," Pinkie Pie insisted "I thought your scrapbook could help me."

"Well you should've asked me first!" Cranky bellowed "But you didn't, you violated my privacy! And there is nothing you can do to make up for it!"

"But Cranky-" Pinkie Pie spoke up.

"No buts!" Cranky snapped "I want you out of my house, do you understand?!"

"I just wanted to be your friend!" Pinkie Pie said sadly, tears forming in her eyes.

"If this is how you go about making friends, I want no part of it!" Cranky demanded "Get out and stay out! And don't ever let me catch you snooping through my things ever again, do you understand?!"

Pinkie Pie gulped, and tried to fight back the tears "Yes." she nodded.

"Good." Cranky replied, and slammed the door shut in Pinkie Pie's face. That was enough to get Pinkie Pie to cry. Not overly dramatic or loud or anything, Pinkie Pie wasn't as much of a crier as Fluttershy or Rarity, but that didn't mean she didn't tear up if she was really unhappy. And this was one of those situations.

After allowing herself some time to stop crying, Pinkie Pie tried to turn her attention to the photo she'd seen in the scrapbook, and what was so familiar about it. Numerous attempts to rack her brain failed to produce the answer she wanted.

"Maybe Twilight will know," Pinkie Pie thought to herself, as she wandered back into the heart of town "At the least it's better than just wandering around, moping and feeling sorry for myself." And with this thought process in mind, Pinkie Pie headed for the Golden Oaks Library.

Twilight was more than a little surprised when she answered the door, and saw Pinkie Pie looking noticeably less cheerful. She wasn't crying or frowning, but she certainly wasn't smiling, and the spring in her step seemed to be gone.

"Hey, Twilight," Pinkie Pie greeted "Do you have a moment? I'd like to talk to you about something."

"What sort of something?" Twilight asked.

"Something that's really troubling me," Pinkie Pie replied "I don't know if you can help me, but I don't know who else to turn to."

"Well, I was going to have a talk with Rainbow Dash about the next Daring Do book," Twilight spoke up "But I think I can make time for you really quick."

"Thanks, Twilight," Pinkie Pie said in a slightly cheerful tone "I'm sure you'll do your best."

"Indeed I will," Twilight replied "Now, tell me what's wrong and how you think I can help."

Pinkie Pie sighed "I suppose it all started earlier this morning. I was leaping along, minding my own business, when all of a sudden I bumped into this donkey. I soon learned his name was Cranky, and his middle name is Doodle."

Pinkie Pie proceeded to tell Twilight everything that had transpired over the past few hours, including her intrusion of Cranky's privacy by looking through his scrapbook.

"And that's when he shut the door in my face, and I started to cry," Pinkie Pie told Twilight "After that, I came to see you."

"Well, Pinkie, I do hope you realize that it wasn't right for you to read through that scrapbook without Cranky's permission," Twilight said seriously "Invading someone else's privacy is wrong."

"I know that, Twilight," Pinkie Pie said glumly "And I'm ashamed of myself for it. I wanted to ask him, I really did, but my curiosity got the best of me."

"I'll say," Rainbow Dash commented "No offense, Pinkie, but what you did was pretty rude. I hope you realize that."

"Rainbow!" Twilight scolded "That's not going to make Pinkie Pie feel any better."

"No, no, Twilight," Pinkie Pie replied "Rainbow Dash is right, I'm in the wrong and I should feel bad for what I did."

"I know this is hard for you, Pinkie, seeing that you're friends with everypony, but you just have to accept that Cranky is gonna be an exception," Twilight said kindly "You can't make everypony your friend, no matter how hard you try. Sometimes, you can try your hardest, and you still won't be friends. It happened with Chancellor Puddinghead and Smart Cookie. Even years after Equestria was founded, they never really became friends. They accepted each other's differences and still wrote to each other from time to time, but even by the time they passed on they weren't friends."

"I'm aware of that, and I've accepted the fact that I can't force Cranky to become my friend," Pinkie Pie told Twilight "But I really want to help him find that special friend he's been searching for all his life. I know I've seen that one photo before somewhere, but for the life of me I can't figure out where."

"I wish I could help you, Pinkie," Twilight said unhappily, frowning a bit "But I wasn't there, and I don't know everypony the way you do. You know everypony in town on a level that I don't, in a way that's specific to you. You're going to have to figure this one out on your own, I'm sorry."

"Same here," Rainbow Dash added "I don't even really know half the ponies in this town, let alone what sort of photos they keep. Otherwise, I'd gladly help."

"Well, thanks anyways, girls," Pinkie Pie said sincerely "I'll just have to figure this puzzle out on my own. See you at Cheerilee's birthday party tonight."

"Goodbye, Pinkie. And best of luck on your search." Twilight called.

"So much for Twilight being able to help me," Pinkie Pie thought unhappily to herself, as she trotted away from the Golden Oaks Library "Come on, Pinkie. Think, think, think! Where have I seen that photo before?" Then, suddenly, it hit her "Of course! Why didn't I think of it before?! I know just what to do, I can only hope she is indeed who Cranky's been looking for."

It been had a few hours since Cranky had heard from Pinkie Pie. By now, he was starting to feel a bit guilty. True, he had a right to be mad with her for snooping through his personal belongings without his permission, but he hadn't intended to lash out so harshly at her. He could well remember that when he was a young jack, he'd caused his fair share of problems without intending to. "I hope the kid didn't take it too hard," he thought to himself "I guess my temper hasn't really improved since my more energetic days."

Just then, there was a knock at his front door. "Who is it?" Cranky called, as he adjusted his toupee a bit. He was actually growing to like it quite a bit, it made him feel young again.

"Cranky, it's me," Pinkie Pie called from the other side of the door "I understand that you don't want me as a friend, and I'm sorry I invaded your privacy the way I did. But I just wanted to say 'I really am sorry', and I brought you something to at least try to make up for my behavior earlier today."

"Kid, I'm sure you're sorry, but I'm still pretty mad with you for all the trouble you've caused me today," Cranky replied, trying his best not to sound too angry "Right now, I don't really feel like accepting your apology. So please leave me alone."

"Goodness, you really are cranky." a muffled female voice said from the other side of the door.

"It can't be," Cranky thought outloud, as he unlocked the door. But sure enough, when he had done so, standing in front of him was a mule he'd thought for sure he'd never see again "Is it really you?" he asked.

"It can, and it is. How I've longed to see you again!" the mule said cheerfully.

"Matilda!" Cranky gasped, as he rushed forward and gave the old mule the biggest hug his body could manage "But how?" he asked.

Matilda smiled "Pinkie." she replied, causing Pinkie Pie to squeek with delight.

"But... I never even told you about her!" Cranky exclaimed.

"You didn't have to. I put two and two and two together and it added up to Matilda," Pinkie Pie said, holding out six hooves as she showed how she'd reached such a conclusion. "Remember when you were talking about your souvenirs, you said something about trying to find a special friend! And y'know, I wasn't just born yesterday. Nuh-uh! My birthday isn't for another seventy five days, I've made sure to remember it after what happened last time!"

"Huh?" Cranky asked.

"You don't wanna know, from what I've heard she went a bit crazier than usual." Matilda told Cranky.

Pinkie Pie went on explaining "And then, in your scrapbook, there was a flower, an old ticket, and a menu from the Grand Galloping Gala! And I knew I recognized all these things. It took me some time, but I managed to figure why."

"But how could you have ever seen them before?" Cranky asked Pinkie Pie "Not just anyone can get invited to the Grand Galloping Gala."

"Because I also have those things in my scrapbook." Matilda explained.

"And I'd seen them in Matilda's book!" Pinkie Pie said eagerly "And that's when I knew Matilda had to be the special friend you were looking for. What I don't understand is, how did you two get seperated in the first place? You attended the same gala, in the same year, at the same location. And I know for a fact that if I met a friend there, I'd make sure to keep in touch with them as best I could."

"I don't know, Pinkie," Matilda replied "The day after the gala, I left a note in my room for Cranky, informing him that I was moving to Ponyville."

"A note? I never found any sort of note," Cranky admitted "I searched everywhere I possibly could, but I found nothing. I went from town to town to town, searching all over Equestria for you. Until finally, I gave up. I came here to Ponyville to retire from my search, I figured there was no point wasting the rest of my years searching for you. If only I'd know sonner, I would've moved here in a heartbeat!"

"I always hoped that some day you would come and find me... Doodle. And now you have." Matilda said happily.

"Uh. Matilda? No one calls him Doodle." Pinkie Pie whispered nervously.

"No one... but Matilda," Cranky replied, and he and Matilda shared a passionate kiss. When the kiss had finished he turned to Pinkie Pie and gave her what she had wanted to see from the very beginning, a great big smile "Thank you so much for reuniting me with Matilda, Pinkie," he said happily "You've got such a good memory. Just how do you know so much about everyone?"

"It's like I told Matilda," Pinkie Pie said eagerly "Everyone's my friend, and I love to see my friends smile! In fact, I just finished a song about it!"

"Oh, you have?" Matilda asked, to which Pinkie Pie nodded "Then let's hear it, I've been looking forward to it ever since you said you were working on it."

"Okay, here goes!" Pinkie Pie said cheerfully, and she began to sing:

(Smile Song)

"So, does this mean that you accept my apology?" Pinkie Pie asked Cranky, once the song had ended.

"Yes, Pinkie, I accept your apology," Cranky replied "We're eternally grateful to you. But... Matilda and I just want to spend some time together in peace and quiet. Especially after a day like today."

"Alright, peace and quiet works for me," Pinkie Pie agreed with a nod "I know it's too soon for us to become friends after what I did, but do you think, in time we might be able to become friends?"

"We'll see," Cranky told Pinkie Pie "For now, Matilda and I have some catching up to do."

"That's fine, you two deserve each other, and I hope you'll both be happy together," Pinkie Pie said cheerfully "But, if you think you're up for it, feel free to come to Cheerilee's birthday party tonight. The whole town's going to be there."

Cranky looked at Matilda, as if he were unsure about what to say. Matilda answered for him "We may swing by for a piece of cake really quick."

"Okay then, hope I'll see you two around." Pinkie Pie said, and cheerfully bounced away humming the tune she had sung earlier. As she did so, a thought came to her mind "I think I learned something today about friendship," she thought to herself "Sometimes, you can try your hardest, but you won't always be able to make a new friend. But that's okay, what matters is that you try your hardest, and do your best to be nice to everyone. It's also important to realize that friends respect the privacy of other friends. Invading somepony else's privacy is wrong, and very rude. But the most important thing about friendship, is that you can't put a price on it, and yet it is worth more than anything else in the whole wide world of Equestria, maybe even beyond."

Author's Note

This Pinkie Pie episode tends to be considered among her weaker episodes, even though it gives us the "Smile Song" a.k.a "Smile, Smile, Smile". The problem stems from the fact that Pinkie Pie's flaws are exaggerated to the point where she disregards the privacy of others and comes across as a stalker. But in the end, she still manages to achieve what she set out to achieve, even though her behavior would in real life likely get you thrown in jail or at the recieving end of a restraining order.

To fix that, I decided to touch on what this episode had the chance to show, but ultimately failed to do. I know that since friendship is this show's bread and butter, it's unlikely that we'll ever see an aesop that says friendship can't solve all your problems, or that you can't make everyone your friend. However, I think a bit of realism never hurts when it comes to this moral. Sometimes, even if you try your hardest, you won't be able to make someone your friend. But that's not an excuse not to make friends, or try your hardest when you do. You should always try to make everyone your friend, just don't go expecting that to happen all the time.

I also took some advice from Mr.Enter's review of this episode, when he complained about the episode taking too long to get started, and when he suggested that the smile song should've been moved to the end. Just like with my "One Bad Apple" rewrite, I know the video I linked to is at odds with what happens in my rewrite, but just imagine that Cranky has his Johhny Bravo esque toupee on and isn't frowning (and that the setting in is front of his cottage).

"Maud Pie" did do a better job of coming closer to touching on this moral, but even then it was held back by having everyone find a way to become friends in the end. And yes, sometimes being friends with someone else can be enough of an extension to be friends with their friends, but just like with the above example that won't always be the case.

Up next we have the first of three "Bonus Chapters", I'll explain them a bit more in detail on the next rewrite, but the basic idea for them is "What if a certain character or characters was/were made the focus of the episode? What would change?". As for who the rewritten "Apple Family Reunion" will focus on, you'll just have to wait and see.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof

S3 E8: Apple Family Reunion (What If?) (Bonus Chapter)

Inside the barn of Sweet Apple Acres, Applejack was helping Granny Smith sort through some boxes. Said boxes were old, and very dusty. They had been stored away up in the loft, and had not been touched for a very long time.

At last, Applejack found the box she'd been looking for. It contained all of the Apple family's prized heirlooms. "Ha! Found 'em!" she declared to Granny Smith, as she tossed the box onto the ground.

Some of the dust found its way into Granny Smith's nose, causing her to let out a rather audiable "Aaa-choooo!"

"Gesundheit," Applejack said with a slight chuckle, then her voice changed tone to one of concern "You've been sneezin' an awful lot lately, Granny. Maybe ya oughta rest for a while, and leave everythin' to me."

"Ah, I'm fine, Applejack," Granny Smith replied "It's just all these old dusty objects, it's enough to make anypony sneeze. I'll be fine by the time of the reunion. Still can't believe it's been almost two years since our last family reunion. Aw, I remember it like it was yesterday."

"Well, you have been talkin' about it pretty much every day since then," Applejack commented "And goodness knows how much you enjoy these reunions."

"Yeah, it seems like every reunion a fond new memory joins the collection," Granny Smith replied, then she turned to Apple Bloom and asked "Apple Bloom! How them RSVPs comin' along? I wanna know just who's gonna be showin' their muzzle at this reunion, so I can start plannin'."

"Just about everypony!" Apple Bloom exclaimed eagerly "I'm gettin' letters from all over Equestria, I'm surprised the mail box can handle them all!"

"Everypony?" Granny Smith asked nervously, and whispered to Applejack "Feathers on a goat. We're gonna need a bigger cider trough."

"You sure about that, Apple Bloom?" Applejack asked "It's possible you could've mistaken some of the other mail for RSVPs, I know I have."

"Oh, I know for a fact I haven't made a mistake," Apple Bloom boasted "I've got RSVPs from Apples from Yonder Hill, Hollow Shades, Galloping Gorge, Foal Mountain, Fillydelphia, Tall Tale Town, and all the Apples from Appleloosa!"

"Well, I'll be," Granny Smith commented "I knew things had been lookin' up for that town ever since the peace treaty with the buffalo, but I didn't think it'd become such a huge town in such a short amount of time. Took years for Ponyville to have a population even close to a portion of Canterlot."

"Oh! And how could I forget?" Apple Bloom remarked "I've got RVSPs from Manehattan, includin' Babs Seed! I'm gonna get to see my favorite cousin!" And she carelessly knocked the letters aside, as she pranced happily around the barn.

"Sounds to me like we've really got our hooves full," Applejack said to Granny Smith "I'm probably gonna need my friends help to get everythin' ready in time. How 'bout you, Granny?"

But Granny Smith didn't reply, she had fainted.

"Granny Smith?" Applejack asked in a worried tone of voice, there was no reply. Quickly taking charge of the situation, Applejack rushed to Granny Smith's side, and helped her up "Come on, Granny Smith! Up and at 'em!" Applejack said seriously, groaning under the weight. Then, she shouted to Apple Bloom "Tell Big Macintosh to run into town and fetch Doctor Muffin Top!"

"On it!" Apple Bloom replied, and raced out of the barn as fast as her legs could carry her.

"Just hang on, Granny Smith," Applejack thought to herself, as she escorted Granny Smith inside the house "You're not going to miss out on this reunion, not if I can help it!"

Big Macintosh had already departed by the time Applejack managed to get Granny Smith upstairs, and into her bed. Fortunately, by this point, Granny Smith had regained consciousness (though she was still a bit dazed).

Doctor Muffin Top arrived shortly afterward, and instructed Applejack, Apple Bloom, and Big Macintosh to wait outside while he examined Granny Smith. "Patient privacy is always a priority, even for house calls," he explained "I shouldn't be long." And indeed he wasn't, it only took a few minutes for him to come back out of Granny Smith's bedroom. But for the Apple siblings, those few minutes had seemed to stretch on forever.

"Well, Doc? Is Granny gonna be okay?" Big Macintosh asked.

"She'll be fine," Doctor Muffin Top reassured the three "But I'd recommend she gets plenty of bed rest for the next few days, and stay away from anything really stressful, like planning a family reunion."

"Granny Smith's not gonna be too happy about that." Apple Bloom said nervously.

"But it has to be done if we want her to get better," Big Macintosh said seriously "Thanks for comin' on such short notice, Doc. We really appreciate it."

"Think nothing of it, I'm always happy to help." Doctor Muffin Top replied.

"I thought your speciality was in baby ponies?" Applejack asked.

"Just because I specialize in baby ponies doesn't mean I don't know anything about taking care of ponies in any other age groups. There are some things that all doctors are required to know, regardless of what they specialize in," Doctor Muffin Top explained "Now, I'd better get back to the hospital before anypony starts wondering why I've been gone. I just hope Nurse Redheart doesn't chew me out for this."

"We'll send you the bill by the end of the week, we promise." Big Macintosh declared.

"Nonsense, this little house call won't cost you anything." Doctor Muffin Top replied, and with that he departed.

"So, who's gonna tell Granny Smith the bad news?" Apple Bloom asked nervously "She's not gonna like it when she finds out."

Big Macintosh pointed a hoof to Applejack "You're the best pony for the job." he told her.

"What?! Why me?" Applejack exclaimed.

"Granny Smith's always been fond of you," Big Macintosh explained "Sure, she loves all of us just the same, but I can tell she likes you the most. Plus, somepony's gonna have to take over plannin' the reunion now that she's bedridden, and I'd say it might as well be you."

"Me?! In charge of an entire family reunion? I couldn't," Applejack insisted "I'm not so good at the whole plannin' thing, Twilight, Rarity, and Pinkie Pie have always been the big schemers in my group. I usually just offer my two bits when necessary."

"But you were the one who came up with the whole plan to get Rarity and Sweetie Belle to bond as sisters," Apple Bloom replied "Not just anypony could've done that."

"You were in on it as well, Apple Bloom," Applejack protested "And we all worked together durin' that cider makin' contest."

"Eeyup, but you were also the one who let your friends join in to help us," Big Macintosh told Applejack "And it was your idea to let Babs Seed come down to Ponyville for the Summer Harvest Parade."

"And you all know how well that turned out, I had no idea Babs was bullyin' my little sister," Applejack said glumly "Sure, I helped put things right, but only after Apple Bloom and her friends told me what was goin' on. I should've noticed sooner that was somethin' was wrong."

"Look, you're not perfect, so stop pretendin' that you should be!" Apple Bloom said angrily, stomping a hoof on the ground "You've made some honest mistakes in the past, but when it matters most you've always come up with just the right plan to solve things. Besides, if you were able to come up with a way to earn money after you failed to win any events at the Dodge Junction rodeo, I'd say you're more than capable of plannin' an Apple Family Reunion!"

"Good, then it's settled!" Big Macintosh insisted, poor Applejack wished it wasn't.

Reluctantly, Applejack placed her right forehoof on Granny Smith's bedroom door, and knocked.

"Come in." Granny Smith called, coughing slightly.

Slowly turning the doorknob, Applejack trotted into the room. Granny Smith's bedroom was almost exactly the same as Applejack and Apple Bloom's bedrooms, except her bed had green bedsheets with red apples printed on them, and her bed rested on the side of the room opposite of the window.

"So, what did the doctor tell you?" Granny Smith asked Applejack "Don't try to sugarcoat it, tell it to me straight."

Applejack gulped "Are you sure? I don't think you're gonna like what he recommended."

"Whatever it is, I can handle it. I want to know the truth," Granny Smith demanded "Now tell me."

Applejack froze for a moment, and took a deep breath, before she reluctantly said "Doctor Muffin Top says you should be fine, but it's best if you just stay in bed for a couple of days, and stay away from any kind of plannin' of the reunion."

Applejack expected Granny Smith to be upset, probably even furious. But to her surprise, Granny Smith simply said in a flat tone "Oh, is that all?" to which Applejack reluctantly nodded. Granny Smith sighed "I should've figured. Looks like the family's grown tenfold since the last reunion! I'd have to be busier than a worm in a rotten tomater to get everythin' ready! And I'm a little rustier in the giddy-up since the last time the Apples all got together like this."

Applejack couldn't help but chuckle a bit when Granny Smith briefly rearranged her face to look more her appearance in the prime of her youth. "You may be a tad bit old, Granny, but you're as feisty and full of spark as ever." she said with a smile, before she gasped upon realizing what she'd just said.

"Just because I'm old doesn't mean I can't take care of myself! I've still got plently of energy left in these old bones!" Granny Smith snorted "And I'll be darned if I let this reunion go to waste just because I'm not as fast or energetic as I used to be! There's goin' to be a reunion, one way or another! I'll make sure of that!"

"Actually, that's kind of what I wanted to talk to you about," Applejack said nervously "Why don't you let me take over puttin' the reunion together this time 'round? Then all you need to worry about is enjoyin' yourself."

"You sure about that, Applejack?" Granny Smith asked "Plannin' a reunion is no easy task, it's probably even harder than Applebuck Season. I should know, I've been in charge of organizin' every major reunion since we first planted roots here in Ponyville. Heck, I've got the quilt to prove it."

"A quilt?" Applejack asked Granny Smith.

"You betcha!" Granny Smith said eagerly "I don't think we're ever gonna finish that doggone thing!"

"You've really been workin' on the same quilt since the first reunion?" Applejack asked.

Granny Smith nodded "Yes indeedy, and I have so many memories of workin' on that quilt. Heck, I remember when we started sewin' it at the first reunion, I couldn't do it properly. Nopony told me you actually had to knot the end of the thread!"

Applejack was surprised to hear such a thing, considering how good Granny Smith was at sewing nowadays. "Guess we all have to begin somewhere," Applejack thought to herself "I remember when I first started learning how to apple buck, I couldn't get it right no matter how hard I tried. That is, until Pa showed me how to do it, and encouraged me to keep on trying."

"That ain't the only memory I made at them reunions," Granny Smith spoke up, as she pulled out a photo album from under her bed and opened it to a page she had bookmarked "I remember how your folks and I learned you had the appetite of a full-grown stallion, when you were just a little foal no less." And in her mind, that memory began to play like an old movie.

One of the most popular treats at any Apple Family Reunion, were the apple fritters. They had a tendency to fly off the plates in a matter of seconds, once they had cooled off that is.

Half Baked Apple was about to learn the hard way, why apple fritters couldn't just be devoured as soon as you had them on your plate. Licking his lips greedily, he bit into one of the fritters he had so generously helped himself to. But in doing so, he felt the hot fritter burn his tongue. "Ooo, hot hot hot!" he exclaimed, as he dashed towards a nearby tub of cider to wash the fritter down his throat.

Meanwhile, Apple Split was hoping to grab an apple fritter for himself, but was surprised to discover that every last fritter had somehow disappeared. "Hey, where did all them apple fritters go?" he asked. As if to answer his question, there came a series of munches followed by a loud belch. Bending down beneath the table, Apple Split saw a foal with the most impressive coat of orange he'd ever seen. Her blonde mane and tail had been loosely styled, and her face was covered in smudges from the apple fritters she'd just eaten. "Who are you, little one?" Apple Split asked the tiny thief.

"I'm Applejack," the foal replied, behind the most adorable pair of green eyes, before it innocently asked "More apple fwitter?"

Granny Smith chuckled "In all my years, I'd never seen anypony eat that many apple fritters in one sitting, and still be hungry for more. And your appetite only got bigger as you grew, and started working."

"That was the one thing about Manehattan life I could never get used to," Applejack commented "At least for the sophisticated ponies like the Oranges. Hope they're still not mad at me for leavin' them to come back and live here."

"Ah shucks, Applejack, they knew you meant no disrespect," Granny Smith commented "City life just wasn't workin' out for you, and in their hearts they knew they couldn't replace your folks. Considerin' the fact that they're comin' to this reunion, I'd say they've more than forgiven you by this point."

"I hope you're right, Granny Smith," Applejack said seriously "You sure have some great memories of these reunions, don'tcha?"

"Indeedy I do," Granny Smith commented "I'm especially lookin' forward to seein' Apple Rose again. You know how Babs is Apple Bloom's favorite cousin, and Braeburn is yours?"

"Now, I wouldn't go calling him my 'favorite' cousin," Applejack replied "He's a fine relative, but I think he fools around a bit too much for his own good. One of these days, I just know he's gonna hurt himself."

"Braeburn just likes to live life to the fullest, he's a free spirit," Granny Smith told Applejack "Kind of like Apple Rose. Didn't seem like a day went by without bein' able to find a smile on her face. We did everythin' at those reunions, includin' the seven legged races, those were Apple Rose's favorites. Unfortunately, we never won a single one."

"Mighty sorry to hear that, Granny," Applejack commented "Maybe this will be the year that you finally break that streak."

"Nah, Apple Rose and I gave on tryin' to win those races years ago," Granny Smith replied "There were other fun things for us to do. I'm really lookin' forward to makin' more memories at this here reunion. Oh, I'm sure everypony is, and I do mean everypony! We got the whole family together this time 'round! Who knows if they'll all be able to make the next one?"

That prompted Applejack to look out the window of Granny Smith's bedroom, and as she did so, two shooting stars passed overhead. Most ponies would've shrugged it off as a random occurance, but to Applejack they held a very powerful emotional connection. They reminded her of her parents, and how much she missed them (though she tried her best to pretend their passing hadn't affected her as badly as it did). "That's true! Busy as everypony's lives are gettin' these days, chances are pretty slim we'll be this lucky next time 'round," she said to Granny Smith "Plus, some ponies might not be able to attend by the time the next reunion comes. This may be the last chance we'll have in a long time to see some old faces. Don't worry, Granny, I'm gonna make sure this is the most memorable reunion we've ever had! I swear to Celestia on that!"

"Alright, young'un, you got yourself a deal. You are in charge." Granny Smith told Applejack.

"Yee-haw!" Applejack cheered "I won't let you down, Granny. You just tell me what the reunion needs, and I'll take care of the rest."

Applejack was as good as her word, the very next day she was up by the time the rooster had crowed. Then, after a quick breakfast, the three Apple siblings set to work on preparing for the reunion. There was a lot of work to be done in a short amount of time.

The first thing that needed to be done, was to harvest all the apples from the tree (Applebuck Season wouldn't start until after the reunion, but it was better to harvest the apples rather than risk them being knocked loose during the reunion). Applejack, Big Macintosh, and even Apple Bloom took turns running through the orchard, bucking the trees with a few good kicks. The apples fell into the buckets placed beneath the trees, and the buckets were then taken into the barn for safe storage. Some of them would be used for cider and other treats, but most of them would be stored away until the reunion was over.

Then, while Big Macintosh and Apple Bloom went to gather some firewood, Applejack went into town to pick up supplies for the reunion's various activities. She stopped at Carousel Boutique to pick up sewing materials for the quilt, and some rolls of fabric to use for the banners. Rarity was more than willing to part with some of her less used fabrics, and even added a bow to one of them as the fabrics were loaded into a wagon.

Applejack then stopped at Sugarcube Corner to gather sugar and flour, which would be needed for the apple fritters. Pinkie Pie also provided Applejack with some honey, and some glitter.

After that, Applejack visited The Golden Oaks Library to pick up a few things required for the seven legged race, and also asked Spike to come over later to help her out with something.

Upon returning to Sweet Apple Acres, Applejack enlisted Rainbow Dash's help to fill up a row of buckets with rain water. Applejack ended up getting caught in the downpour, but she didn't mind, she just shook herself like a dog when the rain had stopped. Unfortunately, Rainbow Dash had forgotten that the cloud she'd borrowed contained more than just rain. She whistled nervously, and pretended not to notice when Applejack was struck by a bolt of lightning.

Finally, after Big Macintosh had gathered all of the firewood, Applejack used Spike to ignite the logs and boil the water inside the cauldrons placed over the firewood. At last, everything was ready.

Applejack stayed up planning late into the night, she was determined to make this reunion memorable, especially since there was a chance it would be Granny Smith's last reunion. "She ain't gonna be around forever, so who knows if she'll make it to the next reunion?" Applejack thought to herself "I've got to make sure she really enjoys this reunion, because I might not get another chance to impress her!"

Just then, Applejack's thoughts were interrupted by the familiar creeking of her bedroom door. A sleepy-eyed Apple Bloom stumbled in. Putting on the best smile she could, Applejack asked "Apple Bloom! What are you doin' up? You're suppose to be in bed."

"Funny, I could say the same thing about you," Apple Bloom said sleepily "For some reason, I can't sleep. What's your story?"

"My gears are turnin' in my head about this here reunion!" Applejack replied, nervously pacing back and forth "It's a lot harder to organize than I thought. I can't stop thinkin' about it!"

"Yeah," Apple Bloom yawned, climbing into Applejack's bed "I can't wait to see my cousin Babs again. We're gonna do so many fun things together, I just know it."

"Fun? That's just the beginnin' of it!" Applejack replied "Granny Smith hoofed me the reins of this reunion, and I'm gonna make the most of it. I owe it to her, and to Ma and Pa, to give one hundred percent. Apple Bloom, I've got so many fun things planned you won't even have a minute's rest!" However, those words had no sooner escaped Applejack's mouth, when she heard a loud snore. Apple Bloom had fallen asleep in Applejack's bed.

Rather than wake her little sister, Applejack simply pulled the covers up to Apple Bloom's head, softly tucking her in. "Trust me, little sis. This reunion I'm puttin' together is gonna be worth the wait," she whispered "I gurantee it."

The days leading up to the reunion passed quickly, both for Applejack, and for Granny Smith. It still frustrated her to no end that she wasn't able to do anything besides stay in bed and rest. But orders were orders, and Granny Smith was not about to defy them. "Besides," she thought "I've been runnin' these here reunions for years, it's time I finally let Applejack take charge. Even if she decides her future lies beyond Sweet Apple Acres, she's gonna have to learn how to organize and plan things on a big scale."

But as the days passed, Granny Smith started to grow worried. She had expected Applejack to be confused and unsure about some things, Granny Smith remembered that the first reunion she'd planned didn't go off without a hitch. But Applejack didn't seem to have any trouble at all, she never once came to ask Granny Smith for advice.

At first, Granny Smith didn't mind, she was proud of the fact that Applejack was taking charge all on her own. "I'm not gonna be around forever, and neither will my advice. Applejack needs to learn how to solve things on her own."

However, as the reunion drew closer and closer, Granny Smith started to hear complaints. Big Macintosh was surprisingly the one who was speaking up most often "Applejack's got a whole bunch of sewin' machines rigged up to help you finish that quilt you've never been able to finish," he complained one day "And she's tryin' to turn the apple fritter makin' into a factory production line."

Another day, Big Macintosh told Granny Smith "Now Applejack's tryin' to add onto the seven legged race. She's moved the finish line, and added a whole bunch of new challenges to turn the race into an obstacle course."

"Oh, come now," Granny Smith replied "It can't be that bad, can it?"

"I wish I was jokin', Granny Smith, but I'm not," Big Macintosh said glumly "The seven legged race now goes all the way through the east orchard, then the participants have to bob for apples, run around the trees fifty times, jump through a bunch of wooden hurdles, and balance plates on their heads while sayin' 'Pappy pony picked a pluck of prickly pluffnuggets' in that order. And the whole thing goes until there's only one pony left standin'!"

"Goodness sakes!" Granny Smith exclaimed "It's like she thinks she's hostin' a game show or somethin'!"

"Which is why you've got to talk some sense into her before it's too late!" Big Macintosh pleaded "I hate to say it, but she's gone completely overboard! If this keeps up, the whole reunion is goin' to be a disaster!"

But Granny Smith didn't do anything. She didn't want to believe that Applejack could lose sight of what made the reunion so important. "Applejack's done some pretty silly things in the past, but she's always seen sense before too long," Granny Smith thought to herself "I'm sure this will all blow over by the time the reunion is upon us."

Unfortunately, the complaints did not stop. In fact, they only increased as the reunion drew closer. Eventually, Big Macintosh wasn't the only one who had something to say about the way Applejack was running things.

The day before the reunion, Apple Bloom came bursting into Granny Smith's bedroom as if she'd just seen a ghost. "Applejack's really gone off the deep end this time!" she exclaimed "I don't know what's gotten into her, but I don't like it! Not one little bit!"

"Now calm down, sugarcube," Granny Smith said in a soothing voice "Just what is it that's got your goat?"

"Applejack's goin' to turn the relaxin' hayride around the farm into 'somethin' just a wee bit more excitin'.' as she puts it!" Apple Bloom complained "And with all the activities she's got planned, I don't think I'm gonna have even a minute to just hang out with Babs! I get that my big sis wants this to be like a super-awesome reunion, but this is just ridiculous!"

"Why would she do that?" Granny Smith asked "The hayride's always meant to be slow and relaxin', so we can have time to unwind after all the fun activites."

"It gets worse," Apple Bloom said nervously "She's plannin' to send the hayride through a different part of the farm."

"Let me guess, the west orchard?" Granny Smith asked reluctantly.

Apple Bloom nodded "Eeyup," she said, borrowing her big brother's catch phrase "She says it'll be just the thing to make this reunion the best reunion we've ever had!"

"What?! I was jokin'! Why, we haven't tended those fields since all the trees went and got filled up with..." Granny Smith gulped "Fruit bats. They're very beautiful, but they're attracted to all kinds of fruit. Goin' through that part of the orchard would be a disaster!"

"Granny Smith, I know the doctor said you need to rest, but I think it's best for everypony if you take over plannin' the reunion from here on," Apple Bloom pleaded "Otherwise, I'm gonna lock myself in my room and not come out until the reunion's over! I feel sorry for cousin Babs, and cousin Braeburn, and all my other cousins, they have no idea what's gonna be in store for them at this reunion."

"What about Big Macintosh?" Granny Smith asked Apple Bloom.

"He's been tryin' to convince Applejack to let him take charge of the reunion, but she won't listen to him," Apple Bloom explained "He's thinkin' of headin' into town tonight and not comin' back til the reunion's over. You're the only one left that stands any chance of savin' this reunion! Please, you've got to take charge, or else nopony's gonna have any fond memories of this reunion!"

Granny Smith was silent for a few moments, as she pondered and pondered about what to do. Doctor Muffin Top had specifically warned her stay away from anything as stressful as planning a family reunion, he had even told her that doing so could make her really sick. But if Applejack truly had lost sight of why the reunion was important, and was obessed with trying to make it the best by changing up everything that had been done in previous reunions, something would need to be done.

At last, Granny Smith came to a conclusion. "Apple Bloom," she said seriously "Tell Applejack that I want to see her, now!"

"Right away, Granny Smith!" Apple Bloom replied, and raced out of Granny Smith's bedroom as quickly as she had entered.

Granny Smith sighed, and mentally prepared herself for what she was about to do. "I can't believe it's come to this," she thought to herself "May Celestia give me strength!"

Applejack was quite surprised when she was informed that Granny Smith wanted to speak to her. She had just finished making sure everything was set for the reunion the next day, HER reunion.

"Wonder what's so important that Granny Smith couldn't wait to tell me about it tonight?" Applejack thought to herself, as she made her way upstairs "In just under 24 hours from now, the Apple family is gonna have a reunion the likes of which it's never had before, and it'll all be thanks to me! If only Ma and Pa were still around to see it."

Applejack didn't need to knock, the door to Granny Smith's bedroom was open, and she happily trotted in without fanfare. "Hey there, Granny Smith, how's it goin'?" Applejack asked "I hope you're gettin' plenty of rest, 'cause tomorrow is the big day!"

"That's what I wanted to talk to you about, Applejack," Granny Smith said seriously "I've been hearin' some 'stories' from your brother and your sister about what you're plannin' to do to the reunion."

"Now, Granny, you know you can't always believe everythin' you hear." Applejack cautioned.

"Then tell me it's not true!" Granny Smith pleaded "Tell me that you're not turnin' the seven legged race into an obstacle course with all these ridiculous extra challenges! Tell me that you haven't traded in the old rockin' chairs for sewin' machines so I can finish that quilt I've never finished! Tell me that you're not tryin' to speed up the apple fritter makin' process! And tell me that you're not turnin' the relaxin' hayride into an excitin' adventure through the west orchard!"

Applejack chuckled "It's all true, Granny Smith. But what's so wrong about changin' things up a bit for the sake of creatin' new memories?" Applejack asked "If that encounter with the Flim Flam brothers taught me anythin', it's that sometimes things have to change. Everythin' I'm doin', is for the sake of creatin' the perfect family reunion! One we'll be talkin' about for years and years to come!"

Granny Smith frowned, everything that Big Macintosh and Apple Bloom had told her was true. "You've completely lost sight of what's important about the reunion, Applejack!" she scolded.

"How have I?! I've created a reunion that's sure to create lastin' memories!" Applejack insisted.

"Not when you're not goin' to give anypony a chance to make them!" Granny Smith said angrily "The whole point of the reunion is for us Apples to get together and spend time with each other, it's not about the activities we do!"

"And yet every memory you mentioned happened as a direct result of one of those activities!" Applejack replied "This could very well be your last reunion, Granny Smith. Don't want you to be able to finally finish that quilt you've been workin' on?"

"I don't think I'm ever gonna finish that quilt, Applejack," Granny Smith said seriously "The intent isn't to finish it, the intent is simply to spend time with my cousins, addin' new patches each time we meet. And when we can no longer do it, other family members can pick up where we left off and add to it. The quilt is never supposed to end."

"Even if that's true, my new seven legged race is way more excitin' than just racin' from the startin' line to the finish line," Applejack protested "Everypony gets a chance to win, or at least finish one part of the race. And that hayride is goin' to be so enjoyable that everypony's goin' to like it! The west orchard is so beautiful, and it'll give everypony a chance to see actual live fruit bats."

"But don't you see the problem?" Granny Smith complained "These are all activities that you've set up, and you're goin' to be in charge of all of them. And because of that, Big Macintosh and Apple Bloom are actually thinkin' of not attendin' the reunion. In your determination to create some lastin' memories, especially for yourself, you've lost sight of how they occur, and why we have this reunion. Did you even remember the photo in front of the barn, so we can see how much our family's grown since the last reunion?"

Applejack gulped "No, I completely forgot," then it hit her "And I don't have any room in my schedule to fit it in. Oh, Granny, how could I forget about the most important thing of the entire reunion? I'm such a fool!"

"Oh, it's alright, child," Granny Smith reassured Applejack (who was beginning to cry) "We all make mistakes."

"But here you let me be in charge of creatin' great memories, and the only thing anypony's gonna remember about this reunion... is that it was the worst one we've ever had," Applejack said sadly "I let you down. I just wanted to create a reunion for you to remember, since you might not be around for the next one. You ain't gonna be around forever."

"Don't you worry about that, Applejack," Granny Smith said in a motherly tone of voice "Worry about the present, not the past or the future. Besides, there's still plenty of time to make good memories! You've just got to give everypony a chance to actually make 'em."

"I feel like such a fool, I should've known about that from the start," Applejack said, as she wiped the tears from her eyes "I suppose I can try to change things back to how they were. I'll give Rarity her sewin' machines back, return the extra plates to Twilight and Pinkie Pie, and tell Fluttershy that she doesn't need to worry about tryin' to coax the fruit bats into comin' out. It's just too bad we don't have the original barn anymore." (Applejack was remembering the parasprite infestation from shortly after Twilight had moved to Ponyville, during the parasprite's brief rampage of destruction, they had demolished the barn of Sweet Apple Acres and it had to be rebuilt from scratch).

Granny Smith chuckled "Oh, the original barn's been gone for a long time, Applejack," she said, a grin forming on her face "The original barn was destroyed in a bad storm long before you were ever born. And by the time you were old enough to start applebuckin', the barn had been rebuilt at least five times. One time it was even my fault, I was experimentin' with Zap Apple Jam and got a little too careless. I started a chain reaction that ended up blowin' the barn to bits, and I had to spend weeks covered in bandages."

"You never told me about that, Granny Smith." Applejack realized.

"Oh, there's a lot of memories from my youthful days that I haven't told you about, and some of them I probably never will," Granny Smith replied "But I remember one tradition that started durin' our second family reunion, when we had to rebuild the barn so we could take the family photo in front of it. Ever since that reunion, we've always had a special little dance just before the photo."

"How does it work?" Applejack asked.

Granny Smith smiled "I'll teach it to you as best I can. It goes something like this."

That evening, Applejack was busy writing a letter to Princess Celestia. The letter read as follows:

Dear Princess Celestia,

Today I learned a great lesson about family, which, if you think about it, is really the first group of friends you ever make. Turns out that when you're with folks you care about, you don't have to do much to make that time memorable. Even the simplest of activities can take on a whole lotta meanin'! And you'll find that you'll remember the "who" long after you've forgotten the "what".

Your humble subject,

Applejack

After traveling to the Golden Oaks Library, so Spike could send the letter to Princess Celestia, Applejack returned home to Sweet Apple Acres. As she did so, she looked up at the night sky, and saw two shooting stars pass overhead.

"Ma, Pa, I sure do miss ya," Applejack thought to herself "I just hope that, wherever you are now, you're happy. And that you're watching over me." And after taking a moment to wipe a lone tear from her eye, Applejack trotted up to her bedroom and fell asleep at once. Tomorrow was going to be a wonderful day.

Author's Note

And so we come to the first of three bonus chapters in this "What If?" series. Bonus chapters will explore what would happen if a different character or characters was made the focus of an episode.

Here, I decided to shift the focus from Applejack to Granny Smith, seeing as this was the episode that led to the unoffical word of God that Applejack's parents are dead. And if one applies this angle to the episode, it makes a little bit of sense why Applejack goes off the deep end. She wants to make the reunion memorable, because she fears it might be Granny Smith's last before she passes away.

Granted, the original episode suffers from having Applejack be the character of focus all the way through. Cindy Morrow's attempts at making sure Applejack isn't upstaged or outshined, results in any other plot points getting shut down before we have a chance to get invested in them.

So instead of focusing on the reunion itself, and control freak Applejack, I decided to change up the context of how Granny Smith hands control of the reunion to Applejack, and how Applejack learns her lesson. Mr.Enter pointed out in his review of this episode, that Applejack is the character that probably wouldn't need to learn the lesson about family, and I do agree with him to an extent there.

But even the most tightly nit of families are going to have some problems here and there. We've already seen that Applejack isn't exactly happy to see Braeburn, no doubt because he's almost never serious and to someone like Applejack that's something she has a hard time accepting. So I decided that the original moral could still stand, even if the focus was changed away from Applejack.

I suppose I should mention this now, to clear up any confusion. Regardless of how they turn out, no Season 6 episodes will appear on this list. I'm willing to bet there probably will be some clunkers in Season 6, but this rewrite list was set in stone long before Season 6 was announced, and I'm not about to change it. Season 6 episodes will eligable for rewrites in the fourth volume, which will probably be out sometime next year before the movie. But we'll have to wait and see, because if there aren't many episodes that need to be rewritten, I may make the fourth volume of this series focus on rewrites of various IDW main series comic arcs.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed

S4 E6: Power Ponies (What If?)

Spike was not normally one to panic when things started going wrong. It was kind of expected of him to be the voice of reason whenever Twilight went off the deep end and started having one of her fits of obessiveness.

However, under the current circumstances, panicking was all Spike could think about. He was dressed in a red cape, while a mask covered his eyes. He had a pair of blue gloves over his claws, and a matching pair of blue boots. Around his waist was a yellow belt buckle. And he was not the only one dressed up, all of his friends were dressed as his favorite superheros, The Power Ponies.

"Oh, I wish this was all a dream," he thought to himself, as he nervously watched the battle unfold from a safe distance. His friends were currently battling the Power Ponies dreaded arch-nemesis, a rather sinister pony who called herself The Mane-iac.

"This is your last warning, Mane-iac!" Twilight shouted, dodging a blow from The Mane-iac's green colored hair, which worked like a series of tentacles "Go back to whatever hole it is you crawled out of!"

"Gladly, Masked Matterhorn, once I defeat you and the rest of your friends!" The Mane-iac replied, chuckling fiendishly "You've foiled my plans for the last time!"

"I could use some help over here!" Twilight angrily shouted to her friends, as she dodged another blow from The Mane-iac's hair.

"Sorry, Twi-I mean Masked Matter-Horn, but we're a bit busy in case you haven't noticed!" Applejack replied "We've got to make sure these minions don't try to make a run for it while we're distracted!"

"We'll be there in a couple of minutes, just keep your cool until then!" Rainbow Dash added "Now, if you'll excuse me, I'm going to do what I would've done from the beginning of this fight, if a certain somepony hadn't interrupted me!"

"You're the one who got in my way!" Twilight complained to Rainbow Dash "I had everything under control!"

Spike watched the arguing and the bickering, completely horrified at what he saw. "Come on, Power Ponies!" he shouted, hoping they could hear him "You're supposed to be working together to take down The Mane-iac, not doing your own thing! You're a team!" Unfortunately, his words fell on deaf ears, his friends were too absorbed in the fight to hear Spike properly.

At last, the rest of the girls joined Twilight in fighting The Mane-iac, though each of them were still focused solely on their own individual skills. In fact, the only thing close to a plan that they agreed on was as follows, let Saddle Rager (Fluttershy) get mad. A task that was easier said than done.

It didn't take long for The Mane-iac to lose patience, and get really mad. "You Power Ponies are like insects!" she shouted at the top of her lungs "I've waited a long time for a chance to destroy this city, and I'm not about to let you goody two horeshoes stop me. NOT THIS TIME!" She quickly proceeded to pull out what looked like a giant spray canister.

Spike gasped in horror "The Hairspray Ray of Doom!" he cried "Watch out, Power Ponies! Don't let her spray you!"

The Mane-iac laughed wickedly, and pressed the tip of the nossel on the canister, unleashing a powerful spray of chemicals in the form of a purple cloud. Everypony ran for shelter, but unfortunately in their haste to do so, they forgot about Fluttershy. Fluttershy was just in the midist of transforming, when she became the first victim of the spray's power blocking abilites. She fell over on the ground like a glass figurine, completely immbolized.

"You'll pay for that one, Mane-iac!" Rainbow Dash bellowed "Prepare to feel the wrath of Mother Nature!"

"No, wait!" Spike cried out, but it was too late. With another wicked laugh, The Mane-iac managed to spray Rainbow Dash, sending her crashing to the ground. "First Saddle Rager, and now Zapp! It's a pity you power ponies fall so easily, or I might actually be enjoying this more!" The Mane-iac chuckled to herself "Now, who wants to be next?!"

Quickly deciding that the best course of action was to attempt a quadruple assault, Twilight, Pinkie Pie, Rarity, and Applejack all took off in different directions. Using the powers of Fili-Second, Pinkie Pie zipped all around, attempting to draw The Mane-iac's attention away from the others. "Can't hit what's not there!" Pinkie Pie taunted, zooming from here to there and back again.

But The Mane-iac took no notice, she had her sights set on a different target. More specifically, The Masked Matterhorn (Twilight), the leader of the Power Ponies "Taking Matter-Horn down will demoralize the rest," she thought "And I know how to trick her into stopping Fili-Second right in her tracks. Then I can deal with Mistrees Marevolus and Radiance at the same time. That'll just leave Hum Drum, and he'll be easy pickings. At last, I will have my revenge!"

Meanwhile, Spike was hiding behind a mail box a short distance away, and was wondering to himself "Just how do we get into these situations?"

The Mane-iac quickly put her plan into motion, she knew just what she would have to do to trick The Masked Matterhorn into helping her. Barely surpressing a fiendish smile, The Mane-iac crept up towards Masked Matter-Horn. When she was close enough, she quickly checked to ensure that Fili-Second was indeed coming after her, and she was.

"Hey, Masked Matter-Horn!" The Mane-iac taunted "Your aim seems to be quite off today, I reckon you couldn't hit the broad side of a barn! Let alone hit me!"

Twilight turned to face The Mane-iac, looking quite red in the face "That's it, you asked for it!" Twilight shouted, and with a flap of her wings she took to the skies before charging up the most powerful freeze spell she could muster. She aimed it directly at The Mane-iac, and fired.

But The Mane-iac was one step ahead, and quickly dodged out of the way, just as Fili-Second was approaching.

Pinkie Pie, realizing what was going to happen, tried to stop herself, but to no avail. The blast hit her dead on, freezing her right on the spot.

Twilight's mouth dropped open in shock. "Oh my gosh! I am so sorry, Pink-er-Filisecond!" she apologized.

Before Pinkie Pie could say anything in reply, The Mane-iac hit her with a blast from the Hairspray Ray of Doom, and quickly did the same to Twilight before she could recover from the shock of what she'd just done. "That was far too easy!" she chuckled to herself "Four down, and only two to go."

"That's quite enough, Mane-iac!" a familiar voice bellowed "This is as far as you go!"

The Mane-iac growled, as she looked up at a nearby rooftop, and saw Mistress Mare-volus (Applejack) and Radiance (Rarity) standing there. The former was wielding her trustry lasso, and the latter was perched atop a flying carpet courtesy of the powers of her costume's bracelet.

"Ready?" Applejack asked Rarity.

"You know it!" Rarity replied "Let's show her what happens when you mess with The Power Ponies!" The two then descended towards The Mane-iac aboard the flying carpet, Applejack holding the glowing golden lasso tightly in her hooves.

"Come on, girls!" Spike said nervously "Don't let her get you!"

When they were close enough, Applejack leaped down from the carpet, hurling the lasso at The Mane-iac's mane. "Got her!" Applejack shouted to Rarity.

"Good, just hold her down, I've got just the thing to cut that overgrown mane of hers down to size!" Rarity boasted, as a pair of giant scissors materialized from her bracelet. Unfortunately, she lacked the concentration or will power to maintain two objects at once, and the carpet she was on disappeared. Rarity hit the ground tumbling, and accidentally bowled straight into Applejack, knocking both mares to the ground as if they were bowling pins.

"No! Get up! Quick!" Spike shouted frantically, as The Mane-iac began to approach the downed superheros.

It was too late, with a blast from the Hairspray Ray of Doom, Applejack and Rarity were frozen and left unable to move. All six of the Power Ponies had been defeated.

"Oh no, tell me this isn't happening!" Spike said to himself, as he trembled behind the mailbox.

"Oh, but it is." replied a fiendish and diabolic voice, which soon revealed itself as The Mane-iac.

"Gah!" Spike shouted, jumping up in surprise.

The Mane-iac laughed "Don't be frightened, Hum Drum, it's only me," she then cackled fiendishly "Bet you're wondering what's going to happen to your friends, The Power Ponies. Well, I'll make sure to show them a good time when I bring them to my lair. And by that I don't mean we're gonna sit around playing board games and talking about the weather, it means I'm gonna destroy them!"

"I might have guessed." Spike muttered under his breath.

"It was pretty dumb of you to pin all your hopes on your friends to save the day," The Mane-iac boasted, grabbing Spike with her mane before he could run away "At last, I can finally give this stinking cesspool of a city the makeover it deserves! And if you were thinking of trying to thwart my plans, think again!"

"Why?" Spike asked nervously, though he wasn't sure he wanted to know the answer.

"Because, that would be bad. Bad for you that is." The Mane-iac taunted.

"Exactly how bad?" Spike reluctantly asked.

"Like this!" The Mane-iac explained, and quickly threw a punch to Spike's stomach area that made him wince in pain. The pain continued, even as The Mane-iac dropped him on the ground "So, let that be a warning to you, Hum Drum," The Mane-iac said in a threatening tone of voice "You and I both know you have no super powers at all. There is nothing you can do to save your friends, so if you know what's good for you, stay out of my way and start thinking about yourself! Now, I'd better go make sure your friends haven't been giving my minions a hard time. But we will meet again, I swear it!" And with that, The Mane-iac, as if to make herself heard, trotted away with another fiendish laugh.

"Some day this is turning out to be," Spike thought to himself, once he was certain The Mane-iac was gone "And to think it all started with a comic book. By the time this is over, I don't know if I'll ever be able to look at a comic book the same way again."

And with that thought, Spike began to reflect back to the events that had led up to this moment, and how he and his friends had ended up dragged into the world of a comic book.

Surprisingly enough, it started just a day earlier. Spike, being a vivid comic book collector, could hardly believe his eyes when he stumbled across one of his all time favorite comic book series. More specifically, an issue he had been trying to get his claws on for a long time.

"'The Power Ponies: Revenge of The Mane-iac'," he read outloud, as he brought the issue inside the Golden Oaks Library "This issue's been sold out for months! At last, I can complete the collection and get all caught up on the story!"

Spike became so observed in the comic, that he ignored almost everything else that day. Twilight had to remind him of the chores he needed to do arond the library. "Just because we're not having guests over anytime soon doesn't mean you can slack off," she said kindly, as she levitated the comic out of Spike's claws, and put it away on a shelf "There will be plenty of time for you to read it tomorrow, when the girls and I are busy fixing up The Castle of The Two Sisters."

"Ah yes, I was wondering when you were going to ask me about that," Spike said eagerly "Whatever you want me to do, I'll do it! That place isn't so scary now, at least in broad daylight."

Twilight's smile was quickly replaced with a frown "I'm sorry, Spike, but I think it's best if you stay here. That castle isn't safe."

"What do you mean it isn't safe?!" Spike complained "It's not actually falling apart anymore, I'll be fine!"

"Spike, you may be a dragon, but that doesn't mean you can't be hurt!" Twilight replied "What if a beam fell on you? Or what if you triggered some sort of booby trap? You're my only son, and I don't want anything bad to happen to you if I can help it."

"I'll be fine, I promise!" Spike insisted "I won't get in the way of anypony, and I'll even wear a crash helmet if it makes you feel better! I really, really, really want to help!"

"There will be plenty of opportunities to do so, my son," Twilight said in a motherly tone "The girls and I are simply going to be cleaning the castle, and repairing or replacing the boards and beams. Once the castle's been reinforced and no one is at risk of anything falling on them, it should be safe for you to help."

"Twilight, this isn't your idea of revenge for the time I burned that book and didn't tell you about it, is it?" Spike asked nervously "I told you, it was an accident."

"This isn't because of something you did in the past, my son," Twilight replied "But my decision is made. There's been far too many instances already where I've come close to losing you for good. I'm not about to put you in harm's way again if I can help it. Besides, you've been working so hard lately, you deserve a day off. You'll have the library all to yourself for hours, you'll be free to do whatever you want. Won't that be nice?"

"I guess so." Spike said reluctantly, but he was still very unhappy with the idea of being left behind, while all of his friends and his mother went off to do something. He'd already missed out on a few of their adventures, and did not like the thought of having to miss the chance to be a part of another one. But he knew that once Twilight made up her mind about something, she usually didn't change it.

When Spike had completed his chores for the day, he passed the rest of the time reading the comic book. Unfortunately, he didn't get very far when Twilight came up to the bedroom and told him "It's time for bed."

"Aw, I'm just getting to the good part," Spike complained "Two more minutes, please?"

"Spike, believe me, if anypony understands what it's like to caught up in a really good book, it's me," Twilight said kindly "But you really need to go to sleep. And so do I."

"But The Mane-iac and her henchponies are planning to break into the Maretropolis Museum and steal the Electro-Orb, so she can use it to power up her doomsday device! The Power Ponies have to stop the Mane-iac or Maretropolis is doo-hoo-hoo-hoomed!" Spike said dramatically "So do you see, I can't go to sleep! Not until I know whether or not The Mane-iac succeeds in getting away with the orb! Once I know that, I promise I'll go to sleep. But until I do, can I stay up pretty please?"

Twilight yawned a little, she was feeling rather sleepy, and she did not want to be too tired for tomorrow. She was going to be in charge of organizing the cleaning and repairing (or "Magical Makeover" as she and Rarity had agreed to call it, after all there was a chance that the castle could still be of some use) at the the old castle, and she wanted to make sure she was well rested.

However, Twilight found that she could not bring herself to resist the sad puppy dog eyes that Spike was giving her. So, reluctantly, she admitted defeat. "Two more minutes, that's it," she told Spike "When those two minutes are up, it's bed time! Do you understand?"

"Okay, Mom." Spike replied. And using his claw he turned the bedroom lamp on, curled up in his basket, and began to read again.

The next day, after breakfast was finished, Twilight was waiting for her friends at the front door, while Spike occupied himself with reading more of his comic book.

Twilight glanced up at the clock on the wall, the time was ten o'clock. "They should be here any minute now. I hope they're ready!" she thought to herself, as she paced nervously back and forth at the door.

Just after that thought entered Twilight's mind, there was a knock at the door. Twilight opened it, and in trotted her friends, all of them carrying buckets, brushes, sponges, and liquid soap bottles.

"Hello, Twilight," Rarity greeted "We've got a busy day ahead of us."

"I'll say," Applejack replied "So let's stop talkin' and start walkin', because time's a wastin'."

However, before the six friends could even think about leaving, Spike approached them. Twilight was quite surprised "What's wrong, Spike?" she asked "Do you need something?"

"Actually, there's something I need to show you," Spike said nervously, as he held out his comic book "There's a huge blank page towards the end of the comic, just when things are getting to the good part!"

"It's probably just a printing error, the publishing company must have run out of ink," Rarity commented "It's happened to me a couple of times with some of my fashion magazines."

"But there's something written on the blank page, like some sort of note," Spike explained "I can't make out what it says, because it's so small. I was hoping I could find a magnifying glass or something."

"I've got one right here!" Pinkie Pie said eagerly, pulling one out from her mane "Never hurts to come prepared in case of a magnifying glass emergency."

"Thanks, Pinkie," Spike replied, as he grabbed the magnifying glass with his claws and pointed it towards the small words written on the blank page. He read outloud "'You can return to the place you started, when The Mane-iac is defeated."

Twilight's eyes widened in surprise and horror upon hearing those words. "Spike, wait, don't!" she shouted, but it was too late. Like magic, a blinding white light emerged from the comic book, and it began to pull Spike, Twilight, and all of their friends towards it.

"What's happening?! What's going on?!" Rainbow Dash shouted.

"Oh, I don't like this! I don't like this at all!" Fluttershy said nervously.

The light grew brighter and brighter, as Spike and the girls tried in vain to avoid being sucked in. In a matter of seconds, the light completely enveloped them, and they could see nothing. Once they had been pulled inside the comic book, it slammed shut with a thud. You never would've guessed that anypony was trapped inside it.

When Spike opened his eyes, he wasn't sure how long he'd been out, or where he was. But it didn't take him long to notice that something was different, he now had a black mask across his eyes, and had blue gloves covering his claws. Stumbling awake, Spike was certain of one thing "I've got a funny feeling I'm not in Ponyville anymore," he said to himself, then he wondered outloud "Is this... Maretropolis?" Spike soon got the answer to his question, when he got a good look at his surroundings. Everywhere he looked, he could see skyscrapers against a purple fog that covered the sky. A lone blimp flew overhead. And just across the street from where he was standing, Spike could see what looked like a museum.

"Somepony wanna tell me what the hay is goin' on?" a familiar voice asked angrily.

Spike spun around, and gasped at what greeted his eyes. "Holy new personas, ponies!" he exclaimed " You're the... Masked Matter-Horn! Fili-Second! Zapp! R-Radiance! Mistress Mare-velous! Saddle Rager! You're the... Power Ponies!" Each of his friends were now dressed in the costume that matched the superhero Spike had named.

Twilight had a suit that stretched from her legs up to her chest, it was a majestic shade of magenta, except for the neck collar which was an icy blue in color. Her face was covered by a mask the same shade of magenta as her suit, with a pair of yellow colored goggles to match.

Pinkie Pie wore a suit that was white with pink streeks all throughout it, and for some reason she couldn't stop herself from prancing.

Rainbow Dash's mane had been styled into a mohawk, while she wore a black suit with a lightning bolt shaped pendant that hung on her neck.

Rarity had a costume that was a dark blue in color, and covered in diamonds. Heck, even her mane and tail had diamonds in them. She also had a dark blue mask that was not covered in diamonds, and a small yellow collar with a light purple diamond on it. And on her front legs rested two purple diamond shaped charm bracelets.

Applejack had a suit that was dark red in color, which matched nicely with her dark brown boots and mask, as well as her dark green harness that held a gold colored lasso. The back half of her mane, and all of her tail were protected by a green tube.

And Fluttershy had on a forest green suit with butterflies stiched onto the front legs. Her face was protected by a purple mask, which matched the purple collar she was wearing.

However, Spike had little time to admire this startling (and quite unexpected) development, for at that moment there came the sound of a wall being demolished. Spike and the girls spun around in time to see the wall of the muesum across the street come tumbling down, and from the wreckage emerged a purple coated mare with a green colored, tentacle like mane. "Power Ponies! How kind of you to join us!" the mare greeted, laughing wickedly "At last, you'll have a front row seat to your own destruction!"

"Just what in the hay is going on?!" Rainbow Dash asked Spike, pointing to the mare below "Just who is this mare?!"

"And did she just call us... Power Ponies?" Applejack added.

"You're the... the superheroes from my comic book! It somehow zapped us all in here!" Spike realized "And that mare is The Mane-iac, The Power Ponies most dangerous nemesis! She used to just be the power-mad owner of a hair-care product company. But then a tragic accident at her own shampoo factory not only gave her mane strange new powers, but also caused her to go completely insane!"

"That explains why she called us Power Ponies," Rainbow Dash replied, then she angrily added "But somepony better zap us back out! We've got better things to do than play superheros and super villans! Though the mohawk is a nice touch."

"My comic book! It said the way to get back to where we started was to defeat the Mane-iac! Your arch-nemesis!" Spike explained "Until she's defeated, we're not going anywhere!"

"Well, that shouldn't be too difficult!" Rainbow Dash boasted "I was already awesome. And now we've all got superpowers! This'll be a snap! Just tell us what our powers are, and we'll defeat this Mane-iac bozo before you can even blink!"

"It's not going to be that easy," Spike said nervously "The Mane-iac is dangerous and unpredictable! You let your guard down for even a second, and she'll have you!"

"Then I guess we'd better settle this in a flash! I'm tired of standing around!" Pinkie Pie said impatiently, and zipped away in a blur of pink energy.

"Hey! Where does Pinkie Pie think she's running off to in such a hurry?!" Rainbow Dash asked "And since when did she get so fast that she could leave streaks of energy behind?!"

"Pinkie is Fili-Second, the fastest pony in all of Maretropolis!" Spike explained "Unfortunately, it seems she also picked up Fili-Second's impatience. She almost never stands still due to all the energy built up inside her! She could be miles away from here by now!"

Meanwhile, The Mane-iac laughed some more "Too bad Fili-Second turned chicken and ran away, I was so looking forward to her humilating defeat. Oh well, I suppose that just leaves more of me for the rest of you."

"Twilight! Freeze her mane!" Spike instructed "End this, now!"

"I'm sorry, do what?!" Twilight exclaimed.

"You're the Masked Matter-horn! You can shoot all kinds of crazy power beams from your horn!" Spike told Twilight "Come on, freeze her mane!"

Twilight concentrated, and to her surprise she quickly discovered that she had no trouble at all building up energy for the freezing shot. But, before she had a chance to fire it at The Mane-iac, her concentration was broken by a smack from a lasso. This caused the energy beam to fire off in a random direction, and accidentally hit Fluttershy.

"Twilight!" Fluttershy said angrily.

"Oops! I am so sorry about that!" Twilight said with a blush "Applejack hit me with her lasso, and it made me misfire. Why did you do that, Applejack?!"

Applejack began to sweat, nervously she gulped and told Twilight "I don't know what came over me. All I know is, somethin' inside me felt like I couldn't let you have all the glory, and the next thing I knew my lasso developed a mind of its own."

"That's because you're psychically connected to it!" Spike said to Applejack "Will it to where you want it to go, and it'll obey you!"

"But that still doesn't explain why Applejack would get mad with Twilight for trying to save the day." Rarity replied, as she tried to thaw out Fluttershy.

"It's the narrative!" Spike realized "It's trying to force you to act like the real Power Ponies. And in the comics, Matter-Horn and Mare-volus are often clashing over leadership. Some of Mare-volus' rivalry must've gotten ahold of Applejack."

"So, does that explain why I'm feeling so angry all of a sudden?" Fluttershy asked nervously.

"It's because you're Saddle Rager, and when you get mad you turn into an unstoppable monster!" Spike told Fluttershy.

"Oh gosh, that wouldn't be very polite," Fluttershy said with a blush "Though I guess it could be useful in the right circumstances."

Meanwhile, down below, Pinkie Pie had finally shown back up at the scene of the crime. She was just in time to see The Mane-iac start to leave. "Well, this has been quite the experience. But I really must be going," The Mane-iac boasted "I've got what I came for."

"No you don't! You're not getting away that easily, not on my watch!" Pinkie Pie said angrily, rushing forward to block The Mane-iac's path.

"Get out of my way, Fili-Second, or I'll destroy you!" The Mane-iac shouted angrily.

"You and what army?" Pinkie Pie taunted.

"Army?" The Mane-iac said, before she remembered "Oh, right. Okay boys, it's time you started earning your paychecks! Get rid of these do gooders!"

"Yes ma'am!" shouted a series of goons, as they came rushing forward to do battle with Fili-Second, and draw the attention of the remaining Power Ponies.

"Pinkie Pie's in trouble! You've got to help her!" Spike shouted to his friends, then he turned to Rainbow Dash "Dash! Quick! You're Zapp, and your superpower is controlling the mighty forces of nature!"

"Is that what this pendant is for? I thought it was just some sort of trinket." Rainbow Dash replied.

"Just unholster it and hold it up!" Spike instructed "Bring forth something that'll rain down justice on the Mane-iac's minions, but don't hit Pinkie Pie by accident!"

"I'll try, can't gurantee." Rainbow Dash said nervously, and did as Spike had instructed her to do. Electricity began to spark out from the lightning bolt shaped pendant, and the sky above began to be covered with a series of dark storm clouds.

Twilight and Applejack quickly climbed down to the street, using the golden lasso, to join the fight against The Mane-iac's minions. While Rarity continued to try, to little avail, to thaw Fluttershy out.

"Ugh! Rarity! Use your jewelry to create attack constructs!" Spike told Rarity.

"I beg your pardon, but what's an attack construct? And how is that supposed to help me?" Rarity asked Spike.

"Just think of something, anything, and your bracelet makes it appear! But make it something useful." Spike explained.

"I've got just the thing," Rarity quickly replied, and in a glow of purple light a small hair dryer appeared.

"Rarity, that's not going to help us!" Spike groaned.

"Oh, but this is no ordinary hair dryer, Spikey-Wikey," Rarity said with a grin "This hair dryer has a little bit of extra punch to it." To prove her point, she flicked the switch to turn it on, and then pointed the nozzle at the ice that kept Fluttershy trapped. In a matter of seconds, the ice began to melt, and Fluttershy was soon freed.

"Thanks for thawing me out, Rarity, or should I be calling you Radiance?" Fluttershy asked.

"It's probably best if we start calling each other by our superhero names," Spike told Fluttershy, then he turned to Rarity "How did you melt the ice with just a hair dryer?"

"I told you, it's no ordinary hair dryer," Rarity said with a wink "This is a portable version of an industrial strength dryer used at the spa. Now, let's go save the city, and get ourselves home!"

"Just keep The Mane-iac and her henchponies busy," Spike instructed, as Rarity brought forth a flying carpet for them to ride on "I'll grab the Electro-Orb while they're all distracted."

"Are you sure that's a good idea? What if you get caught?" Rarity asked Spike "This is serious, darling. If you're not careful, you could get hurt, or worse!"

"You sound just like Twilight," Spike growled "I'm tired of her thinking I can't take care of things on my own! I'm going to prove to her, and to everyone else, that I can manage just fine on my own!" And he hopped off the carpet before Rarity or Fluttershy could say anything else.

"That wasn't what I meant," Rarity said glummy "Something bad's going to happen to him, I just know it."

"Now, Rarity," Fluttershy replied, putting a hoof around her friend "We need to have faith in Spike. He's been in tough situations before, and he's always come out of them in one piece. This is no different than when he went off on his own to find out what it means to be a dragon, or when he risked his life to bring the Crystal Heart to Princess Cadence, so she could stop King Sombra."

"You're right, Fluttershy-I mean Saddle Rager," Rarity nodded "Now, we've got a job to do! It's time we showed The Mane-iac what happens when you mess with The Power Ponies!"

As the fighting raged on just outside the museum, Spike spotted the Electro-Orb resting comfortably on the ground. The Mane-iac was barking out orders to her underlings, and thus she did not appear to have her attention focused on the orb. "This is almost too easy," Spike thought to himself "I just hope that orb is as light as it looks."

But, just as Spike reached out a claw to grab the Electro-Orb, The Mane-iac spun around and gazed grimly at him "You shouldn't be taking things that don't belong to you," she scolded, as she snatched the orb away with her mane "Did you really think I'd be dumb enough to not see through your little ruse, Hum Drum?"

"Hum Drum?" Spike asked, as if shocked that The Mane-iac had said that.

"I wasn't born yesterday, I know a trap when I see one," The Mane-iac said angrily "You thought that since you had no superpowers of your own to challenge me with, you'd intentionally 'slip up' and tell me about the Electro-Orb, knowing that I wouldn't be able to resist stealing it. Then, when I did, your superhero friends would be waiting. You intended to have them defeat me, so that you could then use me as an example of what teamwork could accomplish. Nice try, but you'll have to do better than that."

"But, but..." Spike stuttered.

"Oh, what? You thinking of thwarting my plans?" The Mane-iac asked "Because I wouldn't if I were you. I own you like I own this city, and pretty soon you'll meet the same fate as it. But if you get in my way, I won't hestiate to destroy you here and now! So, unless you're in such a hurry to lose, I suggest you keep your nose out of my business, Hum-Drum," then The Mane-iac turned to her henchponies "Okay boys, we've wasted enough time here! Let's go!"

"Uh, we'd love to, boss. But we can't." one of the henchponies said nervously.

"And why can't we?!" The Mane-iac growled.

Another henchpony gulped "Because of that!" He pointed towards the sky, where a fearsome tornado had just descended from the storm clouds.

"Zapp! You were supposed to use lightning, not a tornado!" Spike shouted angrily.

"Sorry, this pendant seemed to have a mind of its own! But you can't deny it's helping to clean up the streets!" Rainbow Dash called, as several of the henchponies were sucked into the funnel. Unfortunately, it also managed to pull in some of the Power Ponies, until only Mistress Mare-volus and Zapp remained.

"Oh my, this is quite the dilemma on your hooves, Power Ponies!" The Mane-iac chuckled "You can try to stop me, or you can save your teammates and the city you're supposed to protect! What's it's going to be?"

"We can totally take her!" Rainbow Dash said angrily.

"But we've got to stop this tornado before it's too late!" Applejack replied, and reluctantly sighed "We've got no choice, it's too dangerous for either one of us to go after The Mane-iac alone."

The Mane-iac laughed, and using her mane like a rope, she swung away. The few henchponies who had escaped the wrath of Zapp's tornado followed after her.

Rainbow Dash tried her hardest, but she was unable to call back the tornado. The pendant would not obey her. "Why's this thing being so stubborn?" she thought to herself "It's just like controlling the weather back home."

"Stand back, sugarcube," Applejack said kindly "My lasso and I will take care of this! That there twister's about to get hogtied!" Applejack hurled her lasso at the top of the funnel, and held on for dear life as she pulled the noose tight. The tornado spun faster and faster, as it began to expand. At last, it grew so big, that it could not maintain itself, the energy it needed had been used up. It burst open like a balloon, hurling the henchponies over the horizon. It would've done the same for the Power Ponies, were it not for Rarity's quick thinking. She had managed to encase them inside a protective case, and levitated it safely to the ground.

"Whew! That was quite a ride!" Pinkie Pie remarked.

"I thought I was going to be sick! I hate getting spun around like that!" Fluttershy said, stumbling around in a dizzy trance for a minute or two.

"I'm just glad we're all okay," Twilight replied, then she noticed that someone was not with them "Hey, has anypony seen Spike?"

"Over there!" Rarity cried, pointing a hoof towards the rubble that used to be the museum wall.

Spike was standing at the rubble, but he wasn't looking at it, he was looking at himself. "I'm Hum Drum...?" he said sadly, as he looked at himself.

"Spike, what's wrong?" Twilight asked, as she approached the dragon "You're a superhero with superpowers, just like the rest of us."

"No, I'm not anything like the rest of you," Spike said glumly "I'm Hum Drum, The Power Ponies' bumbling and totally useless sidekick. He never ever stops the villan, he's only there for comedic relief. He always gets in the way!"

"But surely, you must have powers too, Spikey-boo," Rarity said kindly "Your character is wearing a mask and cape!"

"Yeah, for absolutely no reason at all," Spike complained "He used to have powers, way back when. But he lost them early in the comic's run and ever since he's been nothing but a joke they use to extend the plot if need be. He's pretty much useless, just like me in this instance."

"Well, it's a good thing you're not really Hum Drum, then," Twilight said, as she comforted Spike "You've done so many incredible things without any super powers in real life."

"True, but having super powers would really come in handy right now. As it is, there's not much I can do in this comic," Spike replied sadly, then he added "But, thanks for trying to cheer me up, Twilight. You always know just what to say to cheer me up, but I guess that's to be expected."

"Indeed it is, mothers always know how to make their children feel better," Twilight said with a motherly smile "And that's something that is never going to change no matter what, not even in this comic book."

"Are you two done chit chatting?" Rainbow Dash asked "Normally, I wouldn't mind this sappiness, but the sooner we defeat The Mane-iac, the sooner we can get back to Ponyville!"

"Rainbow Dash is right," Twilight realized "Spike, where is the Mane-iac building her doomsday device? Destroying it will make dealing with her much easier."

"If I had to guess, I'd say her top-secret headquarters! But you'd better get there quick. That Electro-Orb she just stole is what she's going to use to power it up!" Spike explained "It's like a super battery that never runs out of energy!"

"Lead the way, Spike!" Applejack insisted.

"And then leave the rest to us!" Rainbow Dash boasted "The Mane-iac's going down!"

With a sigh, Spike set off down the streets of Maretropolis, and all six of the girls followed him close behind.

Spike led his friends through Maretropolis, until he stopped just as they rounded the corner of one building. A short distance away stood a drab looking factory that barely stood out admist the bustling city. Were it not for the buzzing neon sign, hardly anypony would've noticed it was there. "There it is!" Spike said, pointing a finger towards the building.

"Is that a... shampoo factory?" Applejack whispered.

Spike nodded "The Mane-iac is many things, but subtle isn't one of them."

"Thank goodness for that." Pinkie Pie chuckled, Rarity and Fluttershy couldn't help but join in.

"So, what's the plan, Twi-I mean Matter-Horn?" Rainbow Dash asked "You always have one."

Twilight eyed the factory from a distance, then she turned to the others and said "We'll have a much better chance of defeating The Mane-iac if we can somehow sneak in without being noticed. A direct approach is out of the question. Rainbow-I mean Zapp, you fly around that factory. See if you can find some kind of back door or secret entrance we could use."

"And what about the rest of us?" Rarity asked Twilight, as Rainbow Dash flew off.

"Just stand by for now," Twilight instructed "Radiance and Marevolus, your help may be needed if we have to climb up a story or two. Saddle Rager and Fili-Second, you may be needed to create a distraction. And Hum Drum, you're with me unless I say otherwise."

"You don't need me, I'll only get in the way!" Spike complained.

"No you won't," Twilight reassured him "You know more about that factory than any of us. That makes you the best one to point us in the right direction once we get inside."

Just then, an alarm sounded followed by the sound of evil laughter. Rainbow Dash flew back to join the others, looking quite embarassed.

"What did you do?!" Twilight angrily asked Rainbow Dash.

"I must've tripped some sort of alarm, I didn't get a chance to see where it was," Rainbow Dash replied "Sorry about that, Power Ponies. The Mane-iac definitely knows we're here now."

"Then there's only one thing to do!" Applejack said seriously, gritting her teeth "We're gonna have to fight our way inside! Just keep your guard up, The Mane-iac's got a tone of henchponies workin' for her!"

Sure enough, the factory's front door rose up, and all of the Mane-iac's henchponies emerged from it. "Nopony's gonna mess with the big mare while we're on duty!" they insisted.

"Alright, Power Ponies!" Applejack shouted "Time to Power Pony up!"

"Ooh! Nice catchphrase!" Pinkie Pie complimented.

"Guess I'll just hang back here doing nothing." Spike lamented, as he watched his friends dash off in every direction to battle with the Mane-iac's goons.

"Alright, time to rain down swift justice!" Rainbow Dash shouted, as she unholstered her lightning bolt pendant. Storm clouds began to gather in the sky, as electricity surged out from the pendant.

Meanwhile, Twilight was busy focusing on taking down whatever henchpony was foolish enough to approach her. "Freeze ray!" she shouted out, as she fired a freezing blast. Unfortunately, she didn't pay attention to where she was aiming it, and ended up hitting Rainbow Dash by mistake.

Rainbow Dash groaned, as the icy blast was enough to interrupt her concentration and make the storm clouds vanish. "What the hay, Matter-Horn?!" she said angrily "Why did you freeze my wings?! Who's side are you on?!"

"I'm on your side, Zapp!" Twilight protested "That was a mistake! Besides, you're the one who got in my way!"

"You got in my way, you mean!" Rainbow Dash hissed, turning her attention to Twilight.

"I think you'd better remember who wields the power to freeze, burn, or magically strike whoever she wants!" Twilight warned.

"You couldn't hit straight if your life depended on it!" Rainbow Dash taunted "You just got lucky with that last hit!"

"No, what are you doing?!" Spike commented, hiding behind a mailbox "You're suppose to be fighting The Mane-iac, not each other! Come on!"

Unfortunately, Twilight and Rainbow Dash were not the only ones fighting. The other girls were having their own issues as well.

Rarity was enjoying the seemingly unlimited possibilities that came with her superpower, as she brought forth a set of plates and hurled them at a goon, causing him to trip up and stumble to the ground. "Ooh, I do so love a functional accessory!" she said to herself "I can do anything in this little number!"

But when she turned her attention back to the fight, she saw Pinkie Pie zipping back and forth amongst the various underlinings, using her super speed mostly to annoy them.

"Fili-Second, are you ever actually going to fight? Or do you want me to do all the dirty work for you?" Rarity groaned.

"Hey, I'm just getting warmed up," Pinkie Pie replied "I could clear out these goons in the blink of an eye, but that wouldn't be any fun. If you had my super speed you'd understand."

"Speed isn't everything!" Rarity insisted.

That comment made Pinkie Pie angry "Shows what you know, that's what slow ponies say!"

"Sounds to me like the only thing that runs faster than you is your mouth!" Rarity complained "Why don't you put your money where that big mouth of yours is, and make yourself uself?!"

"Fine, if it'll make you happy, I'll take out all five of these guys at once!" Pinkie Pie shouted "And I won't even break a sweat doing it. On the other hoof, you're just going to waste your time using your powers to throw tea sets at these no gooders! Bring something useful to the fight and make things more interesting, maybe give yourself a nice bow, and a few arrows to go with it."

"You'll be lucky if I don't turn you into a pin cushion with one!" Rarity hissed, but did as Pinkie Pie had suggested.

Fluttershy was battling the underlings who thought she would be too easy, all the while fighting to keep her anger in check. "I need to save the anger for when it's really necessary. If I get mad now, everypony's in big trouble!" she thought to herself.

But to Applejack, it seemed as if Fluttershy was going out of her way NOT to fight. She was only using defensive moves whenever she was attacked, only occasionally tossing in an offensive attack or two.

This made Applejack furious, as she found herself protecting Fluttershy far more than she would've liked. "Seriously? You aren't even just a little angry right now?" she angrily asked Fluttershy.

"Oh, I'm getting mad alright," Fluttershy warned "I've been trying to keep my temper under control though. I'm pretty sure nopony wants to deal with a raging monster worse than The Mane-iac right now."

"Why are you holdin' back?!" Applejack groaned, deflecting an attack from an underling that had tried to sneak up on her "Do you want me to finish this fight for you or somethin'?!"

"You don't need to protect me, I was doing just fine on my own!" Fluttershy protested.

"Then maybe you could start goin' on the attack more often, and stop leavin' me to have to guard your sorry behind!" Applejack insisted "It would make things a whole lot easier for the both of us!"

Despite the setbacks caused by the arguing, the ponies managed to defeat The Mane-iac's henchponies fairly quickly. Spike was impressed. "They didn't even need my help," he thought, as he raced to join them "They should have no trouble dealing with The Mane-iac. And after that they're just going to leave me behind when they go to work on the castle. Then again, maybe I don't need to join them. This is all the excitement I need for one day."

"Nice work, Power Ponies!" Twilight said proudly.

"Now all we need to do is take care of The Mane-iac, and we can put an end to this story!" Rainbow Dash added eagerly.

"But we'd better be careful," Spike cautioned "Knowing The Mane-iac, she could be anywhere."

"Like right behind you?" The Mane-iac cackled, quickly grabbing Spike before he had a chance to react.

"Oh no, Hum Drum!" Twilight gasped. The Mane-iac just chuckled, as she held Spike tightly and refused to let go.

Spike began to panic, as he felt The Mane-iac put him in a hold that made it difficult to breath. "My neck! My most vital area!" he thought anxiously "Come on, Spike! Think! You've got to do something!" In a fit of desperation, he did the first thing that came to mind. He sank his fangs into The Mane-iac's mane in the hopes of getting a reaction out of her! He most certainly did!

The Mane-iac howled in pain, as if she'd been stabbed by a giant needle. "You lousy little-" she growled "-Let go!" She began to shake her mane furiously in an effort to shake Spike loose. Spike held on for dear life, refusing to let go. But at last, with one enormous effort, The Mane-iac managed to shake Spike free and hurled him into the air!

"I gotcha!" Rainbow Dash shouted, quickly soaring into the air and grabbing Spike in mid-flight.

Spike was most grateful for his rescue "Thanks for the catch." he said to Rainbow Dash.

"Anytime," Rainbow Dash replied "And that was quite the stunt you pulled back there. The Mane-iac certainly didn't like that at all."

"Her mane is the source of her great strength, but it's also an enormous weak spot for her!" Spike explained "But don't try to go for a direct assault on it, she's too smart for that!"

"Don't worry," Rainbow Dash assured Spike, as she set him gently down on the ground "We can handle The Mane-iac, no sweat." But unfortunately, Rainbow Dash turned out to be mistaken. The Mane-iac easily outsmarted the Power Ponies, defeating them one by one, and immoblizing them with a few sprays of The Hairspray Ray of Doom. After a brief amount of time spent rubbing her victory in Hum Drum's face, The Mane-iac retreated back to her factory. At last, she was going to defeat the six ponies responsible for stopping her attempts to control the city. And the best part was, there seemed to be no one left to stand in her way.

If only she knew how wrong she was.

"I must be crazy!" Spike thought to himself, as he worked his way into The Mane-iac's factory the only way he knew how "Here I am, crawling through the air vents, in an attempt to rescue my friends from a crazy super villan! I must be hanging out with Rainbow Dash too often, she's rubbing off on me! What exactly am I supposed to do? I'm Hum Drum, I'm useless. My friends are the ones with superpowers. They've probably already figured out how to escape In fact, I'll bet they've already defeated The Mane-iac, she can't be any harder than the countless other adverseries they've faced over the years."

At last, with a clang, Spike forced his way out of the vents. He now stood on a platform overlooking the entire factory. Various containers holding liquids in every color of the rainbow greeted his eyes, as did the bright interior lights that illuminated the factory floor. And there, resting inside a giant cage, were Twilight, Pinkie Pie, Rainbow Dash, Rarity, Applejack, and Fluttershy. "Or not!" Spike said to himself, barely able to keep himself from gasping.

Spike's friends were trapped inside of the cage, unable to move thanks to the effects of The Hairpsray Ray of Doom. To make matters worse, just as the effects of the spray began to wear off, a timer sounded and one of The Mane-iac's goons applied the spray again. Spike was horrified "How am I going to get them out of this one?" he thought anxiously.

Meanwhile, on the factory floor, The Mane-iac was gloating about her victory to her imprisoned enemies. "Congratulations, Power Ponies!" she said with a laugh, as she held the Electro Orb in her mane. "You shall live just long enough to see me fire," she yanked the cover off of a large object, revealing it to be a massive cannon in the form of a hair dryer "The instrument of your destruction! Once the Electro-Orb has powered it up completely, this cannon will amplify the power of my mane one million times!" she cackled, before she added "Bet you're wondering what the point of that is. Well, I could tell you, but I don't wanna spoil the surprise! You'll find out soon enough, because the six of you shall be my weapon's first victims. and there is nopony who can save you from this fate! So say your prayers!"

To the surprise of The Mane-iac, and her underlings, Fluttershy was the one to speak up " I don't mean to interrupt, but aren't you forgetting about a certain someone?" she asked, glaring at The Mane-iac with a stare that would unnerve most ponies.

Unfortunately, The Mane-iac wasn't one of them "Oh, are you talking about Hum Drum? Little guy with absolutely no super powers whatsoever?" she asked, before letting out an evil laugh "He's utterly useless!" She then waited impatiently, as the timer sounded, and one of her goons repsrayed the Power Ponies " Puh-lease. Everypony knows you just keep him around because you feel sowwy for him. Wah. Wah." she taunted in the most condesecending tone she could muster up.

But just seconds after The Mane-iac had made such a statement, Twilight replied by firmly saying "Maybe in your world, Mane-iac. But in our world, Spike— uh, Hum Drum always comes through when we need him! Always!" And the other girls nodded in agreement.

"Twilight's right, I'm not like Hum Drum!" Spike realized "I still have my own abilites as a dragon, the comic didn't take those away! My friends are counting on me to save them, and I'm not going to let them down!"

The Mane-iac just laughed "I guess dementia must be a side-effect of prolonged exposure to the Hairspray Ray of Doom. Oh well, I suppose that's to be expected. You put up a good fight, Power Ponies. But I am stronger, faster, smarter, and so this ends the only way it could've! Now get comfortable, because the six of you have a front row seat to your own destruction, and the show's about to begin!"

"NOT JUST YET, MANE-IAC! FIRST YOU GOTTA DEAL WITH ME!" Spike shouted, as he came swinging down to the ground on a rope.

If The Mane-iac was surprised, she sure didn't show it, she just laughed like crazy "Oh if it is't Hum Drum, this day just keeps getting better and better! Have you come here to surrender? Beg for mercy? Or maybe even request to join my ranks? I assure you all three of them are useless at this point."

"I didn't come to surrender, or beg for mercy, and I'd rather die than join you!" Spike said defiantly "I came here to defeat you!"

The Mane-iac laughed once again "You must be a comedian, Hum Drum! You can't possibly be serious! There's no way you can win."

"Maybe, but we don't know that just yet, do we?" Spike asked in a confident tone.

The Mane-iac was surprised, but tried not to let this fact show "You have no super powers, Hum Drum. You're just a bumbling sidekick that can never do anything right!"

Those words set off a powder keg inside of Spike. Glaring at The Mane-iac, he said to her "Really? Well you know what I have to say to that?! Forget super power! Forget super heroes and super villans! But most of all, FORGET YOU!!!" He proceeded to unleash a powerful flame belch from his mouth.

"Aw, that's so ador-WHOA!" The Mane-iac cried, as the belch struck her in the face, knocking her off the seat of the cannon.

"How's that for not having any super powers?!" Spike asked furiously "Hot enough for you, or do you want more?! Because there's a lot more where that came from!"

The Mane-iac quickly recovered, brushing the soot out of her face. "So you can shoot fire out of your mouth, big deal!" she replied angrily, her hooves shaking in anger "You probably just had a whole bunch of spicy peppers, anypony could do that! If that's the best you can do, I'm not impressed!"

"Trust me, you haven't seen anything yet!" Spike taunted "Care to try your luck against an opponent who can actually fight back?"

"Bring it, flame boy!" The Mane-iac replied "You won't beat me so easily! That first blast caught me by surprise, you won't be lucky a second time!"

"Wanna bet?!" Spike asked, as he shot another firey belch towards The Mane-iac, while brandishing his claws.

The Mane-iac dodged the belch with ease, and began to tussle with Spike. In the process, every single one of her minions found themselves attracted to the exchange, including the one who was supposed to be monitoring the Hairspray Ray of Doom.

Unfortunately, even with his claws and his thick dragon scales, Spike was still no match for the incredible super powers of The Mane-iac. And so, after only a short amount of time, he was defeated.

"What's the matter, Hum Drum?" The Mane-iac taunted, as she slowly approached her defeated opponent "No wity comeback? Cat got your tongue? Run out of quips or cheesy one-liners about how I'm going to pay for my crimes? No more words left to fail?"

"I... can't lose... You must be stopped," Spike stuttered, as he tried to catch his breath "You're evil, and evil always... loses in the end."

"Oh come now," The Mane-iac gloated with a sinister smile "If I'm really as evil as you claim I am, then may the almighty creator strike me down where I stand!" As if the universe had heard that remark, a sudden magic bolt struck The Mane-iac. But it failed to do anything, and it faded without fanfare. "Ha! Nice try, big mare!" The Mane-iac taunted "Perhaps next time that'll actually tickle!"

"Oh, it'll do more than tickle! That just a warning shot!" a familiar female voice shouted.

The Mane-iac froze in place upon hearing that voice, she turned around slowly "It can't be!" she thought, and yet it was. The Power Ponies had escaped.

"Alright, my plan worked! You're free!" Spike cheered.

"Yup, looks like we owe you one." Rainbow Dash replied.

"You sure had some guts taking on The Mane-iac by yourself." Pinkie Pie added.

"I know, I can't believe I actually did that." Spike chuckled.

"Neither can I!" The Mane-iac said angrily, as she once again grabbed Spike with her mane "And if you want my personal opinion, that has to be the single worst mistake you've made today!"

"Put him down, Mane-iac! It's us you want!" Twilight demanded.

"Not just yet!" The Mane-iac said ominously, holding Spike in front of her to use as a shield "It may be a first, but it's far from a pleasure. I have been made a complete laughing stock. AND I DON'T LIKE IT ONE LITTLE BIT!"

"Oh gee, I'm ever so sorry," Spike said sarcastically "But it serves you right for being such a jerk. I told you that evil always loses in the end!"

"You're a smart alack," The Mane-iac growled "And if there's one thing I hate more than anything else, it's annoying smart alacks like you that don't shut up!" And she hurled Spike across the factory, causing him to slam into a wall at high speed. There was a sickening smack sound.

"Spike!" Twilight cried (momentarily forgetting what she was supposed to call him in the comic book world) as she rushed to his side "Are you alright?" she asked him.

"Aside from a few bruises on the face, I think I'll live," Spike replied, as he was peeled off the wall with Twilight's magic "Once again, my thick dragon scales have saved me from what could've been a nasty injury."

Fluttershy was relieved to see that Spike was okay (as were the other girls), but at the same time she could feel a great anger welling up inside her, and she knew she couldn't keep it inside. "Are you kidding me?" she angrily asked The Mane-iac, as her eyes began to glow red with anger " I mean, I know you're evil and everything, but you hurt someone you knew had no superpowers and couldn't hope to fight back and win?! Really?! Well you're just a great, big, meanie!" as soon as she said that, her voice began to grow deeper "There! I said it! What makes you think you're so special?! Like the rules of common courtesy don't apply to you, or something like that?! Well then, why don't you try to pick on somepony your own size?!" Upon finshing this statement, Fluttershy had managed to transform into a massive hulking monster, her suit had even been ripped slightly as a result.

The Mane-iac gulped, as the transformed Fluttershy let out a roar. "I'm dead aren't I?" she asked the other Power Ponies.

Applejack smirked "Oh yes, you're in a lot more trouble than you realize."

The Mane-iac gulped once again, and tried to make a desperate run for it. Alas, she couldn't even begin to put distance between herself and Fluttershy, when she was ambushed, and ended up on the recieving end of a punch that sent her to the floor.

And then, while the transformed Fluttershy quickly set to work on taking down the rest of the Mane-iac's goons, Rarity used her magic to hijack the Mane-iac's cannon and gain control of it. "Just tell me where to aim, and I'll shoot!" she said to Twilight.

But Spike quickly spoke up and asked Rarity "Could you do me a favor and aim it at The Mane-iac? I wanna see what happens."

"Are you crazy?! That'll just make her stronger!" Rainbow Dash complained.

"Oh no it won't," Spike said with a smirk "If the power of her mane is amplified, it'll grow wild and uncontrollable. Just watch."

"I hope you're right, darling, for all our sakes." Rarity said nervously, as she reluctantly aimed the cannon at The Mane-iac and fired. The blast struck her head on, knocking her away from Fluttershy.

Sure enough, just as Spike had predicted, The Mane-iac's mane grew wild. In fact, it grew right to the point where it entangled The Mane-iac as if she were locked up in a straight jacket. "My mane!" she cried, and began flopping around as the electricity surged through her like crazy "My maaaaaane!" she then began to laugh insanely, and just kept on laughing.

"Once again, the day is saved by—" Spike said heroically, before there came a strange sensation and a blinding flash of white light.

When the light had faded, Spike and the girls were all safely back inside The Golden Oaks Library. The comic had closed shut the moment after it had expelled them.

"Whoo-ee! Boy am I glad to be out of that comic!" Applejack cheered.

"I think I'll stick to Daring Do books for the near future," Rainbow Dash commented "At least I know those won't be enchanted to pull me inside, not that I would mind."

"Cupcakes?" Pinkie Pie asked, holding up a plate of the tasty treats.

Rarity was surprised "How did you-" she began.

"Eh, we had a good half second before we got sucked back out of the comic, and the Maretropolis bakery was only sixty-five blocks away!" Pinkie Pie interrupted.

"I'm just glad to be back," Spike said, as he lay on the floor "I've changed my mind, you girls go right ahead and work on the castle without me. After everything I've been through, I just want to take a nap and try to forget all about it."

"We wouldn't have made it without you, Spike," Twilight said proudly "You were amazing, my son. All the same, you really had me worried when you took on The Mane-iac by yourself. Please try not to do that again, I don't know if I can take another scare like that."

"Sorry, Twilight," Spike apologized "But it was the only way I could get her and her minions distracted long enough to buy you and the girls time. Trust me, if there was any other way to save you all, I would've done it in a heartbeat."

"Well, I hope you realize that just because we don't always need your help, it doesn't mean that we don't think you're helpful." Twilight told Spike.

Spike nodded "And that you don't have to have superpowers to be a super friend." There was a general argeement from everypony on that statement, so not one of them said a thing.

"But I do have one question" Twilight said to Spike "Just where did you get that comic from? An enchanted comic doesn't just appear on a store shelf by accident."

"I wish I knew where that comic came from, Twilight, but I don't," Spike admitted "I just found it laying on the ground outside the other day. I never would've touched it if I'd known it was enchanted."

"Well, maybe there's something on the back of the comic that can tell us where it came from." Twilight suggested, but when she turned to where the comic had been, she was shocked to find that it had disappeared without a trace.

"An enchanted comic that vanishes into thin air," Rarity remarked "Forgive me for being paranoid, but I get the feeling it was no accident the comic ended up in Spike's clutches. Someone or something wanted him to find it."

"But would could that be?" Fluttershy wondered outloud, unfortunately nopony knew the answer. And neither did they know about a mysterious shadowy figure watching them from outside the library window. "Curses," the figure thought to itself "That miserable little dragon foiled the enchanted comic, it would've been the perfect trap."

Author's Note

Whew, I apologize for this chapter being so long and taking so long to come out, but there was a lot I knew I would need to do with it.

The main problem with "Power Ponies" is that the moral makes it seem like Spike is useful only when the rest of the mane six are useless. This also results in the mane six being nerfed to an unbelieveable level, since they are forced to have the cliched "struggling with superpowers" subplot seen in most superhero stories where a character suddenly gains superpowers. The Mane-iac is also a really generic villan, even by comic book villan parody standards.

To correct all of this, the first thing I did was include the Twilight/Spike dynamic I included in some of my rewrites from the second volume (in which Twilight and Spike are written as a mother/son pairing when it's appropriate). Second, I changed Spike feeling useless the entire episode, since by the time this episode aired its two immediate predecessors had already used this same theme and arguably had done it better. Instead, Spike only feels useless when he learns he's stuck as Hum Drum, and overcomes it by the end in order to save his friends.

Lastly, I knew I had to change the ending and where the comic came from, because the ending really destroys the moral by making it seem like once again Spike is a character that screws up and is the designated "Butt monkey". I believe the enchanted comic was connected to the shadow figure seen at the end of "Castle Mane-ia" and I believe that said figure was Lord Tirek. But that will not change "Twilight's Kingdom", since I would just be adding a few small details and not really changing the overall story.

I have already set the rewrite list for this volume in stone, so unfortunately despite having recently obtained an idea for how to rewrite "Made in Manehattan" (the location would change to Fillydelphia, as the writers had originally intended) it will not be included on this rewrite list. But it will definitely be on the fourth rewrite list which will probably be out around this time next year, perhaps earlier. I'm almost certain there will be a couple of Season Six episodes that will end up there, but let me repeat that regardless of what happens in Season Six NO Season Six episodes will appear in this volume!

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)

S5 E3: Castle, Sweet Castle (What If?)

It had been about two weeks since the girls had followed the newly discovered map in Twilight's castle, and ended up having to free an entire village from the control of a dangerous (not to mention unpredictable) unicorn who called herself Starlight Glimmer. Since then, life had gone back to normal, for the most part.

Currently, the six friends were enjoying a pancake breakfast at Twilight's castle, and chatering amongst themselves in between bites.

"Mm, these are delicious, Pinkie Pie!" Applejack said happily "You've really outdone yourself this time."

"Thanks!" Pinkie Pie replied, as she slurped down her own pancakes "But I couldn't have done it without Twilight's help, she spent all night helping me pick out the right flavor. The funny thing is, I kept thinking we'd found the right one, but she insisted I make even more to try. And more. And more and more and more and more!" To emphasize this point, Pinkie Pie stacked a bunch of pancakes on top of each other, creating a large stack. "It was like she never wanted to leave. I ran out of time, so she convinced me to just go with every-berry-any-chip-surprise!"

"Surprise?" Rarity asked curiously.

Pinkie Pie whispered into Rarity's ear "You wouldn't like it, the surprise is that I ended up losing a measuring spoon in the batter at some point," then in her usual cheerful she smiled and said "Somepony's gonna get a very special pancake!" Before she went back to her seat, while Rarity cautiously checked her pancakes for any unusual bulges.

"Up all night, huh?" Rainbow Dash asked "I guess that would explain why Twilight's so... out of it?"

As if to emphasize Rainbow Dash's point, Twilight shut her eyes and began to snore. Her face fell forward, planting itself firmly in her pancakes, which she snuggled as if they were a pillow.

"Um, I don't mean to sound unappreciative, but has anypony else noticed that Twilight has been a little too helpful lately?" Fluttershy asked the rest of her friends "It's like she'd rather be anywhere but here."

"Funny you should mention that, 'cause I was thinkin' the same thing ever since Twilight lent a hoof at Sweet Apple Acres the other day," Applejack replied "I was grateful for the help with some of my tougher chores, but she kept hangin' around and askin' if there was somethin' else she could do. Eventually, I told her everythin' was fine, and sent her on her way. But I got the feelin' she was tryin' to avoid somethin'."

"I felt the same way after Twilight stopped by the boutique, and spent an entire afternoon rearranging my gem drawers," Rarity commented "Even after she'd sorted them out one way, she tried to sort them in another way. Even for her, that's unusual."

"And I got the feeling something was up when Twilight tried to challenge me to a bunch of races a few days ago," Rainbow Dash added "Even when I went easy on her, she still didn't win. Then, when I told her there was no point racing somepony who's heart wasn't into it, she decided to stay and talk about Daring Do for as long as possible. She even pleaded with me to give her another flying lesson, but I could tell she was no in shape to learn."

"So, I wasn't just being overly worried when Twilight stayed until sunrise to help me give all my animals a bath yesterday," Fluttershy concluded "She even knocked Angel into a mud puddle, so she could give him another bath. I just don't know what's come over her."

"I can only think of one reason why anypony would act like that," Applejack said with great reluctance "As soon as Twilight wakes up, we're gonna have to ask her just what it is she's tryin' to stay away from."

"And what if she doesn't feel like talking?" Rarity asked "What happens then?"

"Then we find a way to make her talk," Applejack replied seriously "Perhaps we'll even ask Spike. No matter what, we're goin' to get some answers from Twilight."

Just then, Pinkie Pie coughed, and spit out a metal measuring spoon that landed on the table. "I win!" she cheered, albeit a little too loudly. Twilight woke up with a start!

"Huh?! I'm pancake! I mean, awake." Twilight called, not noticing she had a pancake stuck to her horn.

A long, drawn out silence hung in the air of the castle. Nopony said anything for a couple of minutes. Twilight just looked at her friends, who looked back at her with looks of concern and confusion.

At last, Applejack broke the silence and asked "Uh, Twilight? Is there somethin' you wanna tell us? You've been actin' awfully strange lately."

"You know how much we appreciate all you do for us, and we simply adore having you around... but... we worry you might be... ahem... avoiding something else?" Rarity nervously chimed in.

Much to everypony's surprise, Twilight immediately responded by saying "Oh, has it been that obvious?" to which all of her friends nodded. Twilight sighed, as she told her friends "The thing is... I know it's silly, but I... I've been avoiding... this place."

All of Twilight's friends gasped, they could hardly believe their ears. "But why in Equestria would you want to avoid being in such a splendid castle?" Rarity asked "Especially since you've been living here for about a month now."

"Rarity's right, this castle's got everything," Pinkie Pie commented "It even has a library. Anypony would love to be in your horsehoes," Applejack coughed slightly at the statement "Well, almost anypony." Pinkie Pie added.

"This castle is amazing, there's no doubt about that," Twilight agreed "But the thing is," she sighed "It just doesn't feel like home. I thought maybe this feeling would go away in time, but I just can't get used to the place. My home was the Golden Oaks Library, until Tirek blew it up. And this castle just hasn't been able to make me feel at home the same way the Golden Oaks Library did. Not even having Spike and Owlowiscious with me have done enough to make this place feel like a home."

"I know how you feel, Twilight," Pinkie Pie said sympathetically, putting a hoof around her tired friend (as well as helping herself to the pancake on Twilight's horn, though she had to free it first) "When I first moved to Ponyville from my family's rock farm, Sugarcube Corner didn't really feel like a home to me. I kept missing my family's rock farm and longed to go back there. But The Cakes understood how I was feeling, and you wanna know what they suggested I do?"

"What?" Twilight asked.

"They suggested that I decorate my room, make it my own!" Pinkie Pie explained "And it worked like a charm. Sure, sometimes I would still feel a bit homesick, but decorating helped me get used to the idea of calling Sugarcube Corner my new home. I'm sure it'll work the same for you."

"But, it's just so daunting! Look how big it is! I-I don't even know where to start!" Twilight complained.

"You can start by letting us do it for you," Rarity offered "We will make this the castle of your dreams while you go to the Ponyville spa for some much needed rest and relaxation," Rarity then held up a mirror with her magic "I'm saying this with love, but... have you looked in a mirror lately? I've never seen you look this..." she paused, as if trying to think about how to best to describe Twilight's appearance, without sounding inconsiderate.

"Frazzled?" Fluttershy suggested.

Rarity smiled "Yes! That is absolutely the word I was going to use. Thanks for helping me out, Fluttershy."

"You're welcome." Fluttershy replied.

"Ooh, I guess I do need a little help," Twilight realized "And so does my castle. And I just know you'll do a great job, because nopony knows me better than you girls. But are you absolutely sure you're up to the challenge?"

"Of course we're sure, darling," Rarity said eagerly "Think of it as our way of repaying you for all the nice things you've done for us. Now, where's Spike?"

Just then a familiar voice grumpily called out "What's all the fuss? I was trying to sleep." And in strolled Spike, with a blanket wrapped around his body, and a Rarity plushie clutched firmly in his claws.

"Sorry if we woke up you up, darling," Rarity apologized "But how come you didn't want to attend the pancake breakfast with us? I would've gladly shared some of my pancakes."

"I'm not much of a breakfast type of creature," Spike admitted "Besides, I had pancakes just the other day."

"Well, in any case, I'm glad you're here," Rarity said with a smile "Twilight's going to the spa, and you're going with her, while the rest of us decorate the castle for her."

"Sounds good to me, I've been meaning to get my claws done," Spike commented "How long do you girls think it'll take to complete the decorating?"

"We should be done by sunset. The spa trip probably won't last that long, so why don't the two of you spend the rest of the day together?" Rarity suggested "Think of it as 'Mother/Son Quality Time'."

"Alright, sunset it is," Spike agreed "Come on, Twilight, let's get you down to the spa. You're in need of some serious pampering right now." And he dragged Twilight away before she could say anything.

"Alright, ya'll!" Applejack declared, once Spike and Twilight had left "Let's get to decoratin'!"

Aloe and Lotus were quite surprised when Twilight stumbled into the Ponyville Spa, looking like she'd gone days without bothering to brush her mane and tail.

"Your highness," Aloe and Lotus greeted, bowing in respect "What brings you to our humble spa on such short notice?"

"I was told I needed some rest and relaxation by a friend," Twilight replied nervously "I didn't think I looked that bad, but I really am a mess."

"Say no more, princess," Lotus said warmly "I'll get a hot bath going for you. Shall I prepare one for your son as well?"

"Of course, a hot bath sounds lovely right about now." Spike replied.

"Then I shall start two hot baths at once," Lotus said with a smile "After that, we'll need to work on your mane." And with that, Lotus left to get the spa baths running.

"Feel free to help yourselves to our catalog while you wait," Aloe offered "We've recently hired Bulk Biceps as a massage therapist, and he's running a special."

"The 'Extra-strength-hot-stone-deep-tissue massage'?" Twilight read "That sounds... painful."

"Yeah, I think we'll just stick with two regular massages, a claw filing for me, and a mane re-styling for my mom." Spike declared.

"Very well then, your total comes to twenty eight bits." Aloe said, ringing up the total on a cash register.

Twilight went up to the coutner the register was on, and deposited the necessary amounts of bits for the treatment. Aloe scooped them up with a smile, and put them into a compartment of the cash register.

A short time later, Lotus appeared in the waiting room. Smiling, she cleared her throat and said to Twilight and Spike "Your baths are ready. Please, follow me."

As soon as Twilight set hoof into the bath, all her worries seemed to wash away. "I haven't felt this relaxed in ages," she thought to herself, sighing happily as she slowly sank into the warm bath waters "I need to come here more often, being a princess is an incredibly stressful job."

After their baths, Twilight and Spike were seperated for a while, but they didn't mind. Spike was taken by Lotus to have his claws filed, while Aloe helped Twilight to a seperate part of the spa to have her mane worked on.

"Just relax, princess," Aloe instructed with a friendly smile, before she frowned as she obeserved the state of Twilight's mane "You're not making my job any easier when you come to me with your mane messed up like this. Syrup and tree sap aren't easy to wash out."

"I'm very sorry, Aloe," Twilight apologized "I didn't mean for it to get this messy, honest."

Aloe smiled again "It's quite alright, this is only a mild setback. I've had customers with manes in far worse shape than yours." And she set to work on cleaning and re-styling Twilight's mane.

Much to Twilight's surprise, the process didn't take as long as she thought it would take. Soon, she was under a giant mane dryer, happily reading one of the magazines Aloe had provided for her.

Just then, Spike came whistling into the room. His skin was spotless, and his green scales had been polished to the point where they glistened brightly. "Hey, Twilight." he greeted cheerfully.

"Spike, you're back!" Twilight called happily, just as the mane dryer let off a small ding, and began to power down "How do I look?" she asked, as she poked her mane out from under the dryer.

Spike could hardly believe his eyes, Twilight's mane had been completely re-styled, but not in a way he had been expecting. Her mane now looked rather wavey, with a few of her curls hanging off to the side. "You look great!" Spike said with a smile "But that mane style's going to take some getting used to."

"Don't worry, I'll probably change it back later on," Twilight reassured him "Looks like Lotus did a fine job with your claws."

"She sure did, they feel so much better now," Spike replied "Now, all that's left are the massages."

"Did somepony order massages?" Aloe called cheerfully, as she stood in the doorway leading to the massage room. Twilight and Spike nodded, and followed Aloe through the door.

Surprisingly, although he ended up with Bulk Biceps as his massager, Spike found that he rather enjoyed his treatment. Twilight felt the same way about her treatment, and she and Spike said thanks and goodbye to Aloe, Lotus, and Bulk Biceps, as they left the spa. Celestia's sun was high in the sky, signifying that it was just after noon.

"I wonder how Rarity and the others are doing?" Twilight pondererd outloud "Maybe we should stop by the castle and see if they need a helping hoof, or claw?"

"I think they've got everything under control," Spike insisted "With Rarity in charge, there's no way they could mess up even if they wanted to. They promised to have it done by sunset, and I know they won't go back on that promise. Besides, it's been a long time since we've had an entire day just to ourselves without anything to do. The last time that happened, was when you took me to town hall to offically make me your son. And that was the happiest day of my life."

"It was the same for me," Twilight replied with a motherly smile "I'm glad Mayor Mare and Princess Celestia were able to get all the necessary paperwork required for the process," She then decided to change the subject "Great suggestion on the massages, I feel totally relaxed. Since it's such a lovely day, what else do you think we should do while we wait for sunset?"

"Why don't we pay a visit to what's left of The Golden Oaks Library?" Spike suggested "I wanna see if anything survived the explosion that we didn't notice before. Plus, I wanna see if maybe I can salvage some of my comic collection."

Upon hearing Spike mention the destroyed library, Twilight seemed to freeze in place. She trembled slightly, as if she'd just seen a ghost, and her legs wobbled. However, she quickly calmed herself and hastily said to Spike "Actually, maybe we'd better wait and do that later. You must be starving, after all it's just about lunch time."

"Now that you mention it, I am getting kind of hungry," Spike replied, as his stomach rumbled slightly "But I'm sure we could-"

"-Make a quick trip to Sugarcube Corner for a bite to eat? Of course we can!" Twilight interrupted.

"But that wasn't I was gonna-" Spike protested.

"Good, lunch it is! Come on, let's go!" Twilight cut in, before taking off at a speed that would rival even Pinkie Pie (at least when she wasn't on one of her sugar rushes).

Reluctantly, Spike sighed, and set off after Twilight. "She can't keep avoiding the library forever," he thought to himself "Sooner or later, she's going to have to go back there. And today might be her best chance."

When Spike arrived at Sugarcube Corner, he was out of breath and felt ready to collapse from exhaustion. Luckily, Twilight was already there, waiting for him.

"Sorry I forgot to wait for you, Spike," Twilight apologized "But I was really hungry."

"That's not the real reason you took off so quickly." Spike thought, but he kept it to himself.

"I'll bet The Cakes will be glad to see us," Twilight smiled, as she and Spike walked through the front door of Sugarcube Corner. Then, Twilight remembered her mane styling from the spa treatment. "I should probably brush it back to its original state now, it does make it hard to see," Twilight quickly used her magic to readjust her mane back to the state it was usually in. "Much better," Twilight said cheerfully, and turned to Spike "Know what you want? You can have anything on the menu."

"I'll be fine with just a few donuts and some hot chocolate," Spike replied "You know me, if I have too many donuts I go crazy."

Twilight chuckled a bit, as she remembered all the visits to Donut Joe's shop from when she and Spike lived in Canterlot. Spike could never resist Donut Joe's donuts, and more often than not he'd ended up acting rather unusual afterwards (Twilight suspected it had something to do with all the sugar, but she couldn't be sure). "Okay then, some donuts and hot chocolate for you. And for me, I'll just have a bagel with cream cheese." And with that, Twilight and Spike made their way up to the counter, where Mrs. Cake was busy taking orders from customers.

"Oh, hello dearies," Mrs. Cake greeted cheerfully, when Twilight and Spike approached "You're looking a lot better than you were the last time I saw you."

Twilight couldn't help but blush a bit, as she remembered the fact that Mrs. Cake had seen her in her messed up state shortly before the pancake breakfast. "Well, as you can see, I'm much better now," she chuckled nervously, then coughed and cleared her throat "Anyway, for our order, Spike will have some of your donuts and hot chocolate, and I'll have one bagel with cream cheese, plain if you please."

Mrs. Cake rang up the total on the cash register, and Twilight hoofed over the necessary amount of bits to pay for the order. "Go and have a seat, your highness. Carrot will bring your order over when it's ready."

Twilight immediately trotted over to one of the open booths, and sat down in it. But Spike remained by the counter, he was hoping to have a talk with Mrs. Cake about something.

"I'm so glad Princess Twilight's looking so much better now," Mrs. Cake said with relief "I was really worried about her this morning. It's not healthy for anypony to be such a state for so long."

"Well, it's because she's been trying to avoid her new castle," Spike explained "The girls are redecorating it as we speak, so it'll feel more like home. They asked me to take Twilight to the spa to get pampered, and then told me I could spend the rest of the day with her. I figured now would be a good time to finally go back to the Golden Oaks Library, but she seems to want to do anything but go there."

"Oh, the poor dear," Mrs. Cake commented "It reminds me so much of Pinkie Pie when she first came here. For nights on end she would stay up until long after the stars came out, and cry. Carrot and I tried to comfort her as best we could, but there was only so much we could do to cure her homesickness. She was very much like a daughter to us, and you can't begin to imagine how much it pained me to know that my daughter was upset, and there was nothing I could do to help her."

"Tell me about it," Spike replied "I feel the same way right now with my mother. I know she misses the library, and pretends it doesn't bother her, but I can tell how upset she really is. Even on our first night in the castle, I could hear her crying her heart out about how much she missed the library and wished Tirek had never destroyed it. They say time heals all wounds, but I don't see how it's possible for a wound that deep to ever heal."

Mrs. Cake was silent for a moment or two, as she pondered the information she'd just recieved from Spike. But at last she broke the silence and said to Spike "I'm no doctor, but I can tell that the only way for a wound like that to heal, is to address the source. For Pinkie Pie, getting her to write a letter to her parents, as well as helping her decorate her room, did the trick. For Twilight, visting the site of the destroyed library should do the same thing."

"But, what if Twilight doesn't want to visit the ruined site?" Spike asked.

"Then you've got to make her," Mrs. Cake said seriously "She may not like it, but she'll never be able to move on until she does."

"Thanks for the advice, Mrs. Cake," Spike replied "What do I owe ya?"

"Oh, the advice won't cost you a single bit. You just enjoy your lunch, and remember what I said." Mrs. Cake smiled.

Twilight and Spike ate their lunch in silence, and nothing more was said while they were at Sugarcube Corner. They made sure to say thanks and goodbye to The Cakes afterward, as they left Sugarcube Corner. Celestia's sun had shifted its position in the sky a little, and the glow it admitted signified that the middle of the afternoon was upon Ponyville.

"We've still got a few hours left to go until sunset comes," Twilight smiled, as she and Spike walked through town "Where should we go next?"

"Actually, now would be the perfect time to go and visit what's left of The Golden Oaks Library," Spike suggested "We might not get another opportunity like this."

"What are you talking about? Of course we'll have another opportunity," Twilight nervously chuckled "We can visit that place anytime we want, and why waste this lovely afternoon visiting a place like that?" Spike opened his mouth to protest, but Twilight spoke up before he could say anything "That was a trick question, you weren't supposed to answer that!" then she chuckled some more.

"Twilight, please, we NEED to visit the library!" Spike insisted "You can't keep putting it off forever!"

"I'm not putting it off forever!" Twilight protested, her eyes twitching a bit "I simply don't want to ruin a lovely afternoon visiting a place that we can't do anything at."

"Twilight." Spike frowned, rolling his eyes.

Twilight took no notice "Maybe we should go to Sweet Apple Acres next and talk to Granny Smith and Big Macintosh?" she suggested.

"Twilight!" Spike said angrily, to no avail.

"Or maybe we can see if Cheerilee needs help at the school house. You know how much I love teaching." Twilight went on.

"Twilight, please!" Spike pleaded. He was coming dangerously close to losing what little patience he still had.

"Or maybe we can-" Twilight began.

But before Twilight could say anything else, Spike finally decided that he'd had enough. "TWILIGHT!" he angrily bellowed at the top of his lungs, so loudly that he made Twilight jump. Now that he knew he'd gotten her attention, Spike paused for a moment to calm down, before he said seriously "This has to stop! I know you want to keep pretending that everything is alright, and that nothing has gone wrong, but you can't. The library was destroyed, Twilight! DESTROYED! It's been that way for weeks now, so it's time you stopped pretending it didn't happen."

Spike paused for a moment before continuing. "The only way you'll ever truly be able to accept the castle as your new home, is if you acknowledge that your old home is gone and is never coming back. Do you think I wasn't upset when Tirek blew up the library? Do you think it didn't hurt me deep inside to see the place I'd come to call home go up in smoke? Do you think a day goes by where I don't wish the whole thing had never happened? Because if so, then you don't know me at all. I know it's going to hurt, revisiting that place, but you need to do it. You need to move on, otherwise your castle will NEVER feel like a home!"

A long, drawn out silence filled the air. Twilight didn't say or do anything for quite a while, and Spike didn't move at all. At long last, Twilight broke the silence as she turned to Spike and with tears in her eyes she said to him "You know what, you're right. I've been running from the fact that the library was destroyed for a long time, but it was going to catch up to me sooner or later. I need to stop trying to run from my past, the time has come for me to accept what has happened, and move on. I can't change the past, only the future."

"Exactly, glad you're finally seeing sense." Spike said with a smile.

"You truly are the best son a mother could ask for," Twilight smiled back "I must look so foolish right now."

"Hey, we all make mistakes," Spike replied "Now come on, we don't have all day!" And this time, it was Spike who raced away at a ridiculous speed, while Twilight followed him as best she could.

The afternoon sun illuminated the chared remains of The Golden Oaks Library, as two of its former occupants approached it. Already, tears were forming in Twilight's eyes, as she sighed and said "I really miss this place, Spike. We had so many wonderful memories here over the years."

Spike put a claw around Twilight, and clung tightly to her body as he said in reply "We sure did, didn't we...?"

"Oh, Spike, I'm so sorry. Of course losing the Golden Oak Library was hard for you too," Twilight realized "Do you want to try and salvage your comic book collection? Maybe a few issues survived the explosion?"

"Nah, those comics are all just stuff," Spike said to Twilight, even as tears streamed down his cheeks "I can always obtain more. What's most important is that we have each other, and Owlowiscious, and all our friends."

Twilight nodded "And we'll make new memories in the castle together. I've got an idea. Why don't we have the girls add some things to make the castle feel more like your home as well?"

"Really? You'd do that for me?!" Spike exclaimed.

"Of course," Twilight replied "Anything for my number one assistant, first friend, and the best son any mother could ever ask for. Just hop on and name the place!"

Spike was about to climb onboard Twilight, when a thought came to him. "I, um... I just thought of what I want!" he said sheepishly.

"Oh, okay. What is it?" Twilight asked.

"It's a... well, I want a... it's... I kind of need a... a bed!" Spike declared "That old basket is nothing but ashes now, and those cold castle floors make it kind of hard to sleep."

"Hey, I thought you said you sleep like a baby in the castle." Twilight complained.

Spike scoffed "Everypony knows babies are terrible sleepers. Let's go!"

"Okay then, please remain seated and keep your arms and legs inside the ride at all times," Twilight said proudly "Thank you for flying 'Air Twilight'. Next stop Sofas, Quills, and Beyond!" And with a flap of her wings, Twilight took off into the sky, with Spike riding on her back.

Just after Twilight and Spike had left, a group of shadows began to approach the site of the ruined library. They had big plans for what was left of it, but they had waited until Twilight and Spike had left so they wouldn't know about said plans. "It's time to put this old stump to good use." the leader of the group thought to itself.

It took surprisingly longer than Twilight thought it would take, to find a suitable bed for Spike. At last, they settled on one, payed for it, and left. When they had exited the store, and looked up to the sky, they could see the rays of Celestia's sun as it began to set in the west.

"The girls should be finished with their decorating by now," Twilight said to Spike "So let's go home, and see what they've done with the place. I'll bet we won't even recognize the castle!"

"That would certainly be a nice surprise," Spike chuckled "But something tells me they've got something else in store for us."

"Well, there's only one way to find out! Ready for another flight?" Twilight asked Spike.

"You sure you're up for it?" Spike asked nervously "It's not just me you're carrying."

"You know what, on second thought, maybe we'd better walk home." Twilight said nervously, and she and Spike did just that.

Upon opening the castle's front door, Twilight and Spike were surprised to find that the girls were nowhere to be seen. It was as if they'd vanished without a trace in the middle of decorating. "Hello? We're home!" Twilight called.

Just a few seconds later, Rarity, Fluttershy, Rainbow Dash, Applejack, and Pinkie Pie all emerged. "Welcome home!" they called.

Twilight took a quick glance around the castle, but didn't see anything that hadn't been there before she'd left "Oh, I, uh... love what you've done with the place," she said nervously "You did such a good job of... preserving the integrity of the original design. Not quite what I thought you'd do when you offered to decorate."

"Aw, come on! It looks exactly the same!" Spike grumbled "Did you girls actually decorate the castle at all?!"

"Well, it did take a teensy bit longer than we thought it would, let's just leave it at that," Rarity laughed nervously "But we did redecorate, we've got a big surprise for you in the throne room."

"A surprise?" Twilight asked.

Applejack nodded, and explained, as the girs led Twilight and Spike through the castle hallways "What really makes home feel like home isn't what it looks like. It's the memories you make when you're there."

"So we've made something that celebrates the memories we've made with you since you moved to Ponyville," Rarity added, as she opened the door to the throne room "Behold!"

Twilight and Spike looked up, and their mouths dropped open in shock. There was the root of the tree that had served as The Golden Oaks Library. It had been turned into a chandelier with a variety of different colored ornaments hanging from it.

"The ornaments on the chandelier are reminders of all the fun we've had together," Fluttershy explained "Rarity found a spell that can copy memories from the mind, and place them into solid objects. Sort of like a mental photograph."

"That one shows your party at the library welcoming you to Ponyville!" Pinkie Pie smiled, as she pointed to one of the ornaments.

"And this one displays the time we shared donuts after the Grand Galloping Gala!" Fluttershy said happily, pointing to another ornament "And there's a lot more memories from the years we've spent together, even some of the more recent ones such as the Equestria Games, and our defeat of Tirek."

"It's very lovely, but what's with the memory ornaments?" Spike asked.

"We were hoping that being able to look at your beautiful old memories would inspire you both to make new ones." Rarity explained.

"And the best part of it is, it's made from the roots of the Golden Oak Library, so you'll never forget where you came from," Applejack said proudly "it wasn't easy to unearth it and move it here, but somehow we managed. Do you like it?"

"Like it? I love it!" Twilight exclaimed happily "It's exactly what the castle needed. And I am ready to make new memories here. You girls are the best friends anypony could ask for!"

"Then let's start right now with a new memory cake! Seven layer what's-that-flavor mystery surprise! These might be chocolate chips or they might be super-spicy black beans!" Pinkie Pie suggested, whipping out a cake that she'd apparently made for just such an occasion. "Oh, and I suppose I should warn you, there may or may not be some confetti cannons laying around. I don't remember where I hid them."

"And the rest of us couldn't help but spruce up a few parts of the castle as well," Rarity added "The dining room will probably look a bit more lavish than it did when you left."

"Your kitchen might have a small flower garden growin' there." Applejack chimed in.

"I took the liberty of putting some Daring Do posters in your bedroom," Rainbow Dash spoke up "Don't worry, I've got plenty of Wonderbolts posters and Daring Do items at my place."

"And I hope you and Spike will appreciate the stuffed animals I left behind." Fluttershy smiled.

"You girls didn't have to do that, but I'm glad you did," Twilight said, beaming brightly. "Now, let's enjoy the cake!"

Author's Note

And so we have the first of the Season 5 rewrites, and one that many people are probably going to be surprised at. The big problem with this episode, at least to me, is that instead of focusing on Twilight and Spike interacting and dealing with the loss of the library, the episode instead focuses on a rehashed plot from "Ticket Master" with the same resolution of "Too many cooks spoils the soup".

Since I've written Spike as Twilight's son in some of my previous rewrites, I decided to make the focus of this rewrite be on the two of them spending the day together. But there were some elements from the original episode that I felt could be salvaged and used here. And since the chandelier appeared in future episodes, I knew I would need to include its introduction here.

You can also consider the backstory stuff for Pinkie Pie a slight foreshadow to my rewrite of "Hearth Breakers", but that rewrite won't be for a couple of weeks.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)

S5 E6: Appleloosa's Most Wanted (What If?)

At Sweet Apple Acres, Applejack was complaining to Granny Smith. "But Granny," she protested "I can't compete in the Appleloosa Rodeo and keep an eye on Apple Bloom and her friends at the same time. I've only got two eyes and four hooves."

"No buts, Applejack," Granny Smith said stubbornly "If you're goin' to worry yourself about your sister's well bein' so much, you've got to learn to take responsibility and make sure she's alright. Apple Bloom's a growin' filly, and she can take care of herself."

"But she's never been to Appleloosa before, what if she gets lost?" Applejack asked.

"I don't get lost! I have an impressive sense of direction!" Apple Bloom boasted.

"Oh really, so where was that sense of direction when you ended up in the firey swamp and almost got eaten by that chimera?" Applejack asked her little sister. Apple Bloom said nothing. "That's what I thought. And that's exactly why I'm not takin' another chance."

"But Applejack, how are my fellow crusaders and I supposed to cheer you to victory if you won't let us come?" Apple Bloom protested "We'll behave, I promise."

"My answer is no, Apple Bloom!" Applejack said seriously "And that's final! Braeburn asked me to take his place in the rodeo long before I knew you were havin' another one of your crusader sleepovers this weekend. You'll just have to find somepony else to watch over the three of you."

"Aw, come on, Applejack!" Apple Bloom pleaded "You heard what Granny Smith said."

"No means no, Apple Bloom!" Applejack protested.

"Applejack, I ain't runnin' a foalsittin' service!" Granny Smith complained "I won't have Big Macintosh to help me like I did last time, he's goin' to be out of town with Filthy Rich workin' on a new trade deal. Don't you remember?"

"All the more reason why I'm not bringin' Apple Bloom and her friends with me to Appleloosa," Applejack insisted "Somehow, the three of them always end up gettin' into trouble. And if anythin' happens to them in Appleloosa, I don't know if I'll ever forgive myself. But I can't disappoint Braeburn after I promised him I'd take his plce in the rodeo."

"Please, Applejack, let us come with you!" Apple Bloom pleaded, clinging to Applejack's foreleg "I promise we'll be on our best behavior, we won't even try to look for our cutie marks. We'll only be there to cheer you on, nothin' more."

Applejack sighed, Apple Bloom and Granny Smith were incredibly persistent. "Oh, very well. I suppose if you and your friends agree to keep that promise, there should be no harm in lettin' you tag along. But stay out of trouble, got it?!"

Applejack's words fell on deaf ears, Apple Bloom had already raced out the door shouting "Wait til' Sweetie Belle and Scootaloo hear about this! They're finally goin' to get to see just how amazin' my big sister is when it comes to rodeos."

Applejack sighed "I just hope everything goes smoothly this weekend," she thought to herself "Between keeping an eye on the crusaders, and competing in that rodeo, I'm going to have my hooves full."

Apple Bloom could hardly contain her excitement during the whole trip from Ponyville to Appleloosa. She was eagerly looking forward to the chance to see her big sister compete. "Aren't you glad y'all came with me to see Applejack compete in the Appleloosa rodeo?" Apple Bloom asked her fellow crusaders, as they stepped off the train upon its arrival in Appleloosa.

"Totally!" Scootaloo buzzed in excitement "This is going to be amazing! I've never seen a real rodeo before!"

"Me neither!" Sweetie Belle added "And from the looks of things, Rarity wasn't kidding when she said your sister could be a big time rodeo star if she really wanted to."

The Cutie Mark Crusaders gathered to watch Applejack practice her skills, unaware that from a considerable distance away someone was watching the rodeo practice as well. "This is it," the figure thought to itself "After all this time spent running, I'm finally going to put an end to it all."

Applejack was currently practicing her hay bale tossing, as The Cutie Mark Crusaders and Braeburn watched with amazing. Applejack was tossing bales like there was no tomorrow, launching them through the air at a speed that could rival Rainbow Dash.

"Woo-hoo! Yee-haw! That's my cousin! Go, Applejack, go!" Braeburn cheered, as Applejack finished tossing the bales into a pile. Braeburn currently had a sling wrapped around his front right hoof, but that had done little to dampen his spirit.

Applejack trotted over to Braeburn, whiping the sweat from her brows. Practicing for a rodeo was good exercise, but it was also a lot of hard work. "Whew! It's been a dog's age since I got a chance to compete," Applejack said to Braeburn "All the rodeos in and 'round Ponyville are closed down for some reason."

"Well, I guess havin' injured kinfolk in Appleloosa sure paid off then, huh, cuz?" Braeburn asked.

"Just doin' my best to fill your horseshoes, Braeburn," Applejack replied "A shame about your accident, they say it'll be weeks before you're back to normal."

"Well you keep tossin' hay bales like that and I'll be out of a job!" Braeburn teased "I just know you're goin' to do fantastic!"

"I hope that's not just talk." Applejack teased, accidentally poking Braeburn's sling with her hoof in the process.

Braeburn howled in pain "Ow, ow! Watch it!" he complained.

"Ooh, sorry 'bout that," Applejack apologized nervously "Say, I've been meanin' to ask you, how exactly did you injure your hoof like that?"

"It's really embarassin' and I hate talkin' 'bout it, but I guess I've only got myself to blame," Braeburn said, hanging his head low in embarassment "I was bein' careless and foolin' around too much while I was preparin' for the rodeo. I ended up landin' on my front right hoof wrong and badly twistin' it, doctor said there was no way I'd mend in time for the rodeo. That's why I sent you that letter askin' you to take my place."

"Well, that's a darn shame." Scootaloo said kindly.

"Yeah, but on the bright side, Applejack's sure to win every event in your place," Apple Bloom added "And maybe when you're better, you could come to Ponyville and compete in a rodeo there."

"I'd like that, but Sheriff Silverstar wouldn't be too happy if I just up and left Appleloosa for a rodeo competition." Braeburn chuckled.

"Speakin' of the sheriff, where is he? He wasn't at the train station, or at his office," Applejack said to Braeburn "And I can't help but notice there seems to be some extra security at this rodeo. Is there somethin' goin' on that you're not tellin' me?"

Before Braeburn could answer, in the distance came the sound of an explosion, followed by a series of worried shouts.

"What's all the commotion?" Sweetie Belle asked "I hope nothing bad is going on."

Braeburn gulped "No, it can't be him." he whispered to himself.

"Braeburn! Get over here, now!" Sheriff Silverstar shouted "It looks like our worst fears have come true."

Braeburn reluctantly walked towards Sheriff Silverstar, Applejack and the Cutie Mark Crusaders followed close behind. "What is it, Sheriff?" he asked.

"Look at that hoofprint," Sheriff Silverstar said ominously "I'm sure you know that there's only one pony it could belong to."

Gulping, Braeburn bent down as best he could, and examined a massive hoofprint next to a stack of barrels (though it seemed like one was missing for some odd reason). "So, he's finally decided to show himself?" Braeburn asked Sheriff Silverstar.

Sheriff Silverstar nodded "Ain't no doubt. It's Trouble Shoes. Braeburn, start spreadin' the news, we're having a town meetin'!"

"Yes sir, Sheriff Silverstar!" Braeburn replied.

"Who's Trouble Shoes?" Sweetie Belle wondered.

"Trouble Shoes is bad news," Braeburn told Sweetie Belle "He's a notorious outlaw that's been stirrin' up trouble in the Equestria Rodeo Circut for years. Because of him, several high profile rodeos have been forced to shut down. He's likely why all of the rodeos in and 'round Ponyville haven't been runnin' lately, they're too afraid to operate as long as Trouble Shoes is at large."

"An outlaw? Here?" Scootaloo asked "This is starting to sound like one of those old movies they sometimes show at the theater."

"This ain't a movie, this is real!" Applejack said seriously "If there's an outlaw on the loose 'round there parts, we're goin' to have to send you three home."

Applejack decided to wait until after the town meeting, just in case she might have misheard or in case the Trouble Shoes Sheriff Silverstar had mentioned wasn't an outlaw.

Meanwhile, the entire town of Appeloosa had gathered, and began to chatter and rabble amongst themselves. "Is it true? Is Trouble Shoes here?" one pony asked.

"Sheriff Silverstar's not gonna shut down the rodeo just because of one incident, is he?" another pony asked.

The chattering, rabbling, and shouting continued, even as Sheriff Silverstar emerged from his office to address the crowd. "Quiet! Quiet, please!" he called, and a swift hush fell over the crowd "That's better," Sheriff Silverstar smiled, then continued "Now first of all, I called for a town meetin', not a mob scene! So put away those torches and pitchforks, that's not how we do things around here."

A few ponies quickly put away their torches and pitchforks, as Sheriff Silverstar went on talking "Now, you all know that there was an 'accident' at the our own rodeo this mornin'. Someone put blastin' powder in one of the barrels, and when the sun hit the barrel just right it ignited the powder and triggered an explosion. Fortunately, nopony was hurt, only a few bits of fencin' were damaged. I examined them hoof-prints myself and, uh... it was Trouble Shoes, all right. The very same Trouble Shoes who's been terrorizin' other rodeos with his dirty, underhoofed deeds."

Everypony in the crowd gasped. "Trouble Shoes? Here?" they chattered amongst themselves.

"Yes, yes, it's all true I'm afraid," Sheriff Silverstar told the crowd "Now, I know what you might be thinkin'. You're thinkin I oughta cancel this here rodeo like all the others have done. But dag-nab it, this has gone far enough! I'll be darned if Trouble Shoes thinks he can just frighten me into shuttin' down this rodeo after all the time and effort that went into planin' it! We'll double the patrols! We'll enlist the help of the Buffalo tribe! This rodeo will go on! Appleloosa ain't gonna be intimidated! Not on our watch!" That bold statement was enough to get the crowd cheering wildly.

When the town meeting was over, Applejack and Braeburn carefully escorted The Cutie Mark Crusaders to Braeburn's house, where Applejack quickly made it clear she was going to send the crusaders home.

"Don't send us home! You're not gonna let one accident frighten ya like it did last time!" Apple Bloom protested.

"I'm sorry, Apple Bloom, but I ain't takin' any chances!" Applejack said seriously "I can't have the three of you 'round here when there's an outlaw on the loose. The longer you stay, the more at risk you become! Heck, maybe I oughta call it quits and go home too. I learned my lesson about unneccesary risks."

"No, you can't quit!" Braeburn pleaded with Applejack "This rodeo is important to Appleloosa! And with you in there, we got a real shot at winnin'! Come on, now, you head on back to practice and don't worry none about these three. I won't let 'em outta my sight."

"You absolutely sure 'bout that?" Applejack asked Braeburn "I assure you, these three fillies can be quite the hoofful. And what about your patrols?"

"I won't be much help with an injured forehoof," Braeburn explained "I'll make sure these three stay safe until they're on the train headed home."

"But Braeburn-" Applejack protested.

"No buts!" Braeburn interrupted "You get out there and work on your skills, I'll make sure to keep an eye on these fillies, they won't be goin' anywhere wthout me!" And with that, Braeburn quickly ushered Applejack out the door, then he turned to The Cutie Mark Crusaders and said seriously "Ya hear? Y'all ain't leavin' my sight! So don't even think about tryin' to wander off!"

"Come on, now! Time's a wastin'!" Braeburn called, as he led the three fillies to the train station "The sooner we get down to the station, the sooner we can send you three safely home!"

"But Cousin Braeburn, we want to stay and cheer on Applejack!" Apple Bloom pleaded "This is our first chance to see an actual rodeo!"

"Well, I'm sorry, but with that pesky Trouble Shoes on the loose, you three are in very real danger!" Braeburn insisted "Granted, I think it's possible he might not be as bad as everypony says he, but that's hardly a reason to let you fillies stay."

"Guess this wasn't meant to be our first rodeo after all," Scootaloo said, admitting defeat "We'll have to call off the sleepover when we get back home, there's nopony who can replace Applejack as the one watching us. Guess that means my folks are going to stick me with a babysitter, again."

"You could always sneak out and avoid your babysitter," Sweetie Belle suggested "I did it once."

"Don't you think I've tried that?" Scootaloo complained "The last time I tried to sneak out, my dad caught me, and I was grounded for a whole week. I'm not about to chance it, and risk being grounded for two weeks."

"I just wish there was a way we could prove to everypony that we can take care of ourselves!" Apple Bloom said angrily. But she didn't know what, she just continued to dwell on that thought the whole way to the train station.

However, Braeburn was in for quite the surprise when he approached the ticket window. "Well, don't that beat all?!" he grumbled "There's been a derailment just outside of Appleloosa, and the line won't be clear until after the pegasi bring the scheduled thunderstorm through here tonight!"

"What?!" The Cutie Mark Crusaders exclaimed.

"I know, I can barely believe it myself," Braeburn said unhappily "But it is what it is I'm afraid. Come on, we'd better head back to my place. You three will spend the night there, and then we'll go down to the train station first thing tomorrow. Got it?!"

"Yes, Braeburn." The Cutie Mark Crusaders reluctantly nodded.

"Cheer up," Braeburn replied "There'll be plenty of other rodeos and plenty of other opportunities to visit Appleloosa. It's just a shame this all had to happen during your first visit to Appleloosa. Normally, things are really peaceful around here."

The remaining hours of daylight passed uneventfully for The Cutie Mark Crusaders, as they found that Braeburn was quite insistent on not letting them leave his house. Not even playing a few board games, or a delicious meal of homemade hay burgers was able to cheer them up.

As Luna's moon rose high into the night sky, Braeburn ushered the three fillies upstairs to the guest bedroom, and tucked them in. Then, he made sure to close the bedroom door, before he went back downstairs and propped up a chair against the front door. "There's no way those fillies are gonna get past me." he thought to himself, then he yawned. The doctor who treated his broken forehoof had told Braeburn to get plently of sleep. Yawning again, Braeburn closed his eyes and drifted off to sleep.

Unknown to Braeburn, The Cutie Mark Crusaders weren't about to go to sleep. In fact, Apple Bloom was wide awake and making a plan. "If we could find Trouble Shoes and get him arrested, that would show everypony who seems to think we always need somepony watchin' over us!"

"And just how are we supposed to find Trouble Shoes?" Scootaloo asked Apple Bloom.

"We'll follow his hoofprints of course, there's bound to be some by where that barrel blew up," Apple Bloom explained "So we'll follow that trail, until we find Trouble Shoes."

"But how are we supposed to capture him?" Sweetie Belle asked "It's not like we can just waltz right up to him and say 'We're taking you to Appleloosa.' It's never that simple."

"We don't have to capture him, we just need to find him," Apple Bloom said with a smile "Then we'll lead Sheriff Silverstar right to him, and he'll be locked up! The rodeo will go on, and we'll be heroes, just like our big sisters!"

"Sounds like an awesome idea! Count me in!" Scootaloo cheered.

But Sweetie Belle was concerned, going out to look for a wanted outlaw wasn't even something she'd consider for a cutie mark. And now her friends were encouraging her to do it simply for the sake of being a hero? "Uh, I'm gonna be the only smart one here and say 'absolutely not'!" she protested "Even if we could find Trouble Shoes, and that's a big if, there's no telling what he'll do to us. Besides, what about that storm?"

"Trouble Shoes couldn't have gotten far," Apple Bloom replied "If we go now, we could probably follow the trail all the way to wherever he's hidin' out. And we'll just leave some sort of marker that the storm can't erase, so we can find our way back."

"If we can't find him before the storm breaks, we'll turn back," Scootaloo added "And you don't have to come along if you don't want to, Sweetie Belle. The only reason I'm going along with it is because it beats laying here and doing nothing."

"I hate it when you girls get like this," Sweetie Belle admitted, as the three fillies carefully climbed out of bed and tiphoofed downstairs "You make me feel like if I don't tag along, something bad's going to happen to you both, and I'll feel guilty," she then sighed again "Something tells me this is going to end very badly for all of us. If Braeburn or Applejack find out, we'll be in big trouble."

Apple Bloom chuckled "I wouldn't worry too much about Braeburn, look over there." Apple Bloom pointed a hoof to the makeshift barrier in front of the door. Braeburn had fallen asleep in the chair blocking the door.

"Well, whadya know?" Scootaloo replied softly "I guess even somepony as full of energy as he is has to rest at some point," she turned to Apple Bloom "You're sure Applejack and Pinkie Pie are only distant cousins, right? Because if I didn't know any better, I'd swear Braeburn and Pinkie Pie were related much more closely, like first cousins."

"I'm sure it's just a freak coincidence," Apple Bloom shrugged, as she carefully opened one of the nearby windows "Now come on, time's a wastin'! The sooner we find Trouble Shoes, the sooner we can turn him over to the sheriff."

"Worst, idea, ever." Sweetie Belle muttered under her breath, as she reluctantly followed Apple Bloom and Scootaloo, and together the three of them climbed out of the window. Already, they could hear the distant rumble of thunder. The storm was approaching fast, they would not have much time to follow the trail before the rain washed it away.

The Cutie Mark Crusaders followed the trail of giant hoofprints, as it led them past the outskirts of Appleloosa, and into the wilderness. It didn't take long for things to go wrong.

"It's another giant hoof print!" Apple Bloom exclaimed "We've got to be on the right path!"

"Do either of you have any idea where we are?" Sweetie Belle asked.

"You know, I think Sweetie Belle's right, Apple Bloom," Scootaloo said nervously "Feels like we've been going in circles. Maybe we should turn back now and head home before it's too late."

"But we're so close, I can feel it!" Apple Bloom protested.

However, at that moment, there was a flash of lightning and a clap of thunder. Just seconds later, rain began to fall, washing away the trail.

"I think we've gone far enough!" Sweetie Belle shouted, as the wind began to pick up " It's time to go back! We'll never find Trouble Shoes in this weather!"

"The storm is only getting worse, Apple Bloom!" Scootaloo added "The last thing I need is to catch a cold!"

Apple Bloom sighed "Maybe y'all are right. There's no point in tryin' to find anythin' in this kind of weather." However, before the crusaders had a chance to turn around and try to find their way back to Appleloosa, the cliff side they were standing on gave way! All three fillies screamed, as they were swept away with the raging storm waters.

"You've had some crazy ideas in the past, Apple Bloom, but this one really takes the cake in terms of foolishness," Sweetie Belle complained, when at last they were able to again set hoof on dry land "Not only have we not found Trouble Shoes, but now we're completely and totally lost!"

"You can yell at me all you like once we're out of this rain!" Apple Bloom replied "For now, we just need to find some sort of shelter to spend the night in. We'll start back first thing in the mornin'."

"Look, over there!" Sweetie Belle shouted, pointing towards a large shack of some kind.

"It looks abandoned." Scootaloo commented.

"Looks can be decieving, Scootaloo." Sweetie Belle nervously replied.

"Maybe, but it's better than standin' out here and gettin' poured on," Apple Bloom spoke up "Let's go see if we can find some blankets or somethin'. Once the rain stops, we can leave and find a better place to stay."

"It's not like we've got a lot of options right now." Scootaloo added.

Sweetie Belle sighed, and followed Apple Bloom and Scootaloo to the front door of the shack "Wait for me!" she pleaded.

Apple Bloom knocked on the door, only to recieve no reply. When she accidentally leaned against it, the door opened with a faint creak. Reluctantly, the three fillies went inside. It was very dark, and quiet. But not for long. All of a sudden, a lightning flash lit up the cabin revealing a rather massive brown coated stallion with a shaggy black mane and tail, and green eyes reflecting a somber look. The crusaders took one look at the stallion, and screamed in fright. The stallion did so as well. What followed was a series of chain reactions, that ended with the massive stallion getting a rather nasty bump on his forehead, knocking him out cold.

When the stallion opened his eyes, he felt very disoriented and confused. As his vision slowly returned, his eyes settled on three fillies who were gazing at him with looks of concern.

"Hello? You alright?" Apple Bloom called to the stallion.

The stallion responded by shaking his head, then after taking a good look at Apple Bloom, Sweetie Belle, and Scootaloo, he immediately said "Oh no! No, no, no, no! I am NOT adding foalnapping to the list of crimes they're goin' to charge me with!"

"Are you," Sweetie Belle gulped "Trouble Shoes?"

"Guilty as charged," Trouble Shoes replied glumly "Had some hot cider a-cookin' in the kitchen. Doubt it survived though."

"But, you weren't expectin' guests, were you?" Apple Bloom nervously asked.

"Of course not," Trouble Shoes replied "The cider was for me. Just my luck that a storm would break and drive three fillies right into my house. Even when I'm tryin' to get myself arrested, nothin' goes right for me."

"Wait? Why are you trying to get yourself arrested? You're an outlaw!" Scootaloo spoke up "I thought outlaws always loved running from the law and causing trouble! Unless, you're not really an outlaw and this is all just a misunderstanding."

"Oh no, I'm an outlaw all right, no doubt about that," Trouble Shoes glumly admitted "And for a time, I was enjoyin' the perks that came with it. But I'm gettin' tired of always runnin' away, I figured life in jail can't be any worse than life on your own. That's why I came to Appleloosa, I was hopin' the extra security would be enough to catch me and throw me behind bars. But as usual, it would seem lady luck just loves to kick me where Celestia's sun don't shine. This here storm's gonna erase the trail I'd left for that sheriff and his deputies to follow. Scores more misfortune points for old Trouble Shoes," He then tired to get up, only to lose his balance and crash into a few more objects that lay scattered around his shack. " Typical. Bad luck never rests for me." he complained.

"You sure that's bad luck?" Apple Bloom asked the outlaw "Seems like maybe you're just a little, um..."

"Klutzy?" Sweetie Belle suggested, that prompted Apple Bloom to glare at Sweetie Belle with a most unpleasant scowl "What? I meant no disrespect." she replied.

"I wish bein' a klutz was the cause of all my misfortune," Trouble Shoes complained "But you can tell that to the flank!" he pointed to his cutie mark, which was a horeshoe stuck in an upside down position "Upside-down horseshoe – bad luck. Follows me wherever I go like sour on old milk. Y'all best vamoose before my bad luck rubs off and sticks to y'all. I ain't about to play foalsitter for three fillies who should've known better than to wander off in a thunderstorm!"

"But mister!" Scootaloo protested.

"Get along! Skedaddle!" Trouble Shoes demanded, interrupting Scootaloo. He opened the door, and as lightning cracked he pointed a hoof towards the wilderness " Am-scray!" he shouted.

"Um, we don't really know the way back to Appleloosa..." Scootaloo sheepishly admitted.

"But o' course I do," Trouble Shoes replied, then he frowned and sighed "Wouldn't you know it? My lucky day. Oh well, I suppose I don't have much of a choice. I was thinkin' about turnin' myself in anyway, and it seems my decision has been made for me."

Once the storm had passed, Trouble Shoes led The Cutie Mark Crusaders back to Appleloosa. The whole time, he remained gloomy and miserable.

"It's actually kind of sweet of him to help us out like this," Sweetie Belle whispered to Apple Bloom "I guess he's not all bad, but do you think we can trust him? He could be lying."

"He's not lyin'." Apple Bloom whispered in reply.

"How can you tell?" Scootaloo asked.

"I don't really know how to explain it," Apple Bloom said to Scootaloo "But somethin' in my heart can sense that he's indeed tellin' the truth. Also, I couldn't help but notice a couple of pictures of him in the shack. He seemed younger and more cheerful in most of them, there's got to be some sort of story that explains why."

"Uh, Mr. Trouble Shoes?" Scootaloo said nervously "You sure you want to take us all the way back to Appleloosa? We could probably find our way back from here, and nopony would have to know we found you."

"Don't try to make me change my mind, kid," Trouble Shoes responded "I've spent a life time runnin' from the law, and I'm tired of it. Like it or not, the time's come for me to turn myself in and answer for my crimes."

"Why did you even decide to become an outlaw in the first place?" Apple Bloom asked "It seems to me like you weren't born that way. In fact, it seems like you were quite happy when you were younger."

"Y'all like stories?" Trouble Shoes asked his guests, all three of them nodded in response. "Just my luck. I was hopin' you'd say no," Trouble Shoes said glumly "It's a long, sad, story. When I was a colt, I wanted to be a rodeo star somethin' fierce, but I just didn't seem to have the knack for it. I practiced and practiced, but I always seemed to mess up. Finally, I somehow wrangled up the guts to audition for rodeo school."

"So what happened?" Sweetie Belle asked Trouble Shoes.

Trouble Shoes sighed again, and continued his story "Right in the middle of that tryout, I knew I was doin' what I was meant to do. And wouldn't you know it? In a flash comes this here cutie mark. I messed up my whole routine once again, and everypony started laughin' at me. Didn't even finish my routine 'cause right then I knew bad luck was my fate. That fire for rodeo never did leave me, though. Couldn't keep away from 'em. But the next rodeo I tried out for, the judges wouldn't let me participate, they said I was too big. I got so mad, that I smashed up the entire rodeo arena. It was the first time in years I'd felt so happy, so I started doin' it again, and again, and again. Rodeo after rodeo. 'Til I'd finally built up a reputation as a pony to be feared. But after my efforts to sabotage the Dodge Junction Rodeo backfired, I started havin' second thoughts about my life."

"And that's when you decided to come here, and attempt to sabotage this rodeo." Scootaloo realized.

"Yup, and now you know the whole sad story," Trouble Shoes replied "But don't bother tryin' to tell that to anypony, they'll tell ya that I made it up to sound like a nice guy. Just my lot in life, I reckon..."

"Poor Trouble Shoes." Sweetie Belle whispered.

"It's too bad he had to resort to sabotage," Apple Bloom added "He put on quite a show back in that shack. He would've made a great rodeo clown. And he could've still participated in rodeos, just not in the way he thought."

"So he's been looking at his cutie mark wrong the whole time!" Scootaloo realized "It's not bad luck at all. He just needed to keep on trying, until he found a way to control himself. Maybe I could teach him some of my ballet moves, if they helped me learn how to balance and pull off sick tricks on my scooter, I bet they could teach him how to work with his massive body and not be so clumsy."

"Well, here we are," Trouble Shoes spoke up "And wouldn't you know, the calvary has arrived."

Sure enough, there stood Sheriff Silverstar, Braeburn, Applejack, and a few other Appleloosa residents. And of all them looked quite angry, Applejack and Braeburn especially.

"Well, well, what an unexpected surprise," Sheriff Silverstar said in a low, growly voice "So, Trouble Shoes, just terrorizin' the good citizens of Appleloosa wasn't enough for ya. Now ya had to go and abduct these three fillies. I am surprised."

"But he didn't kidnap us!" Apple Bloom protested "We snuck out and got lost, he brought us back here."

"You did what?!" Applejack exclaimed "Apple Bloom! You delibertly disobeyed me, and made poor Braeburn here worry himself half to death!"

"Ya'll got some nerve disobeyin' cousin Applejack like that, and draggin' your friends into this!" Braeburn scolded "Do you have any idea how worried we were?!"

Apple Bloom, Sweetie Belle, and Scootaloo all hung their heads in shame. "We're sorry." Apple Bloom apologized.

"Well, sorry ain't gonna cut it!" Applejack said angrily.

"And if Trouble Shoes didn't fillynap you three, there's still the charges of attempted vandilism, intent to cause harm, and generalized mayhem!" Sheriff Silverstar said ominously "And so, by the power granted to me by the good citizens of Appleloosa, I hereby place Trouble Shoes under arrest! Trouble Shoes, you have the right to remain silent!"

"Just my luck." Trouble Shoes said glumly, as Sheriff Silverstar and Braeburn led him to the jail cell.

Meanwhile, Applejack brought the CMC back to Braeburn's house. "Get some sleep!" she said angrily "We'll discuss this in the mornin', but the three of you are in a lot of trouble!" And Applejack led them upstairs and tucked them into bed without another word.

Next morning, things were hardly any better. Tempers had cooled off a little, but Applejack and Braeburn were still furious with Apple Bloom and her friends. And they made this fact clear in no uncertain terms.

"Snakes alive, what's with you?!" Applejack angrily asked Apple Bloom "What were you thinkin' wanderin' off like that?! You could've gotten hurt, or worse!"

Apple Bloom gulped, she knew she really didn't have an excuse for her actions, and she now felt very silly. "But Applejack, I was just tryin' to be brave like you. I wanted to prove to you that I could take care of myself."

Applejack sighed "Sugarcube, you need to listen very carefully to what I'm about to tell you. I am brave, when the situation calls for it. I've been brave when facin' down threats like Nightmare Moon, King Sombra, and even Tirek. I've been brave when facin' down timberwolves or a chimera. And I've been brave when dealin' with the possibility of losin' Sweet Apple Acres. But, just because I'm brave, doesn't mean I try to prove myself by rushin' head long into danger. Bein' brave, doesn't mean that you go lookin' for trouble."

"But, Rainbow Dash is always charging into things without thinking, and nothing bad's ever happened to her." Scootaloo protested.

"And if Rainbow Dash was gonna jump off a cliff, would you follow her even if you could fly?" Braeburn asked Scootaloo.

"No way! I would never do something like that!" Scootaloo insisted.

"So then, you should know that just because somepony like Rainbow Dash does it, doesn't automatically mean it's okay for you to do it." Braeburn explained.

"Even Rainbow Dash wouldn't go rushin' off to face an outlaw, just to show that's she brave," Applejack added "In fact, lately R. D.'s has been workin' on not bein' so rash."

"And what about me?" Sweetie Belle asked.

"If you were convinced that what your friends were doin' was wrong, you should've told me or cousin Applejack," Braeburn said to Sweetie Belle "Doin' the right thing isn't easy, but you should never be afraid to speak up if you think your friends are doin' somethin' you know is wrong. Of course, there's a difference between tellin' on someone because you want to keep them safe, and tellin' on someone just to get them into trouble. And it's important to realize the difference."

"All three of you are lucky that Trouble Shoes was willin' to help you out," Applejack scolded "I hope the three of you have learned your lesson, because when we go back to Ponyville, your parents are goin' to hear about what happened. And Apple Bloom, I'm pretty sure Granny Smith won't be too happy to hear about this, so don't think you're off the hook either."

There was a long silence, until finally Apple Bloom spoke up "Whatever sort of punishment we'll have to face for bein' so stupid, we'll take it. But right now, there's a pony who's lookin' at his cutie mark all wrong. He may think his life has been nothin' but bad luck, and we have a plan to show him that's not the case."

"Besides, we kind of owe him for helping us find our way back." Sweetie Belle added.

"I don't know about this," Applejack said nervously "Even if Trouble Shoes was tellin' the truth about his cutie mark story, you can't just bust him out of jail. That's against the law!"

"Well, actually, we can't really hold Trouble Shoes for long," Braeburn admitted "The only thing we could even charge him for at the moment was the barrel explosion, and nopony got hurt. His crimes against the Equestria Rodeo Circuit will have be settled in a court. Right now, he's probably in the jail so that ponies who have a grudge him against him for what he did in the past can't hurt him."

"So, do you think we could arrange to get him released?" Scootaloo asked "He'll probably still have to go to jail, eventually. But if we can help him see what his cutie mark really means, maybe we can help him turn over a new leaf so that he's a better pony by the time he goes to trial."

"I suppose we can head down to the sheriff's office, and see what he thinks," Braeburn considered "But if he says no, that's the end of it."

After a quick breakfast, Braeburn took the CMC down to see Sheriff Silverstar, while Applejack headed off to compete in the rodeo. "No way am I'm gonna let myself walk away without at least one blue ribbon this time." she thought to herself.

Braeburn spoke with Sheriff Silverstar, while the CMC waited anxiously outside the sheriff's office. They tried their best to listen in on the conversation, but to no avail.

At last, Braeburn came out of the office. Compared to yesterday, he was no longer smiling, but at the same time he didn't seem to outright angry and on the brink of exploding with fury like he had seemed last night.

"Well?" Apple Bloom asked Braeburn.

Braeburn cleared his throat "It wasn't easy, Sheriff Silverstar was really worried somepony might try to hurt Trouble Shoes if he lets him out. But, I managed to convince him to let you three spend some time with him under the guise of 'Community Service'. I just hope you know what you're doin' this time."

"Trust us, Braeburn, everything is going to work just fine," Sweetie Belle reassured him, but under her breath she added "I hope."

"Then he's all yours," Braeburn said seriously "But I'm still gonna keep an eye on the three of you. You ain't pullin' another fast one on me, no siree!"

"Thanks for the help. And don't worry, we wouldn't dream of running off again." Scootaloo replied, as she and her fellow crusaders walked up to the jail cell Trouble Shoes was resting in.

Due to his massive size, Trouble Shoes was having trouble sitting upright in the cell bed. Sure enough, it couldn't take his weight and collapsed. "Figures." he grumbled.

"Aw, come on now, Trouble Shoes! That's the fifth matress you've broken since I put you in here!" Sheriff Silverstar complained "I'm runnin' out of mattresses!"

"Okay, Trouble Shoes, let's go!" Apple Bloom called, as Sweetie Belle took the jail cell keys off their rack with her magic.

"Ain't no need. Can hear the rodeo just fine from this vantage," Trouble Shoes protested "You three don't owe me anythin'. Far as I'm concerned, I'm much safer in here then I am out there."

"But we've got a plan to help you live your dream!" Scootaloo spoke up "Apple Bloom's pretty confident it'll work."

"Listen, y'all, I'm a known criminal. How you proposin' on gettin' me into a rodeo?" Trouble Shoes complained "There's no way the judges or rodeo officals will agree to it."

"We'll see about that." Apple Bloom grinned, as she opened the jail cell.

Apple Bloom's plan was soon put into motion, even though the rodeo was already underway. The current event was known as "The Hay Bale Monster Stack", and the objective was simple, stack as many hay bales as you could within the time limit. Whichever team had the highest stack won.

Thanks to Applejack, the Appleloosa team was firmly in the lead. The sound of hay bales being kicked and the crowd cheering could be heard from miles away.

"Go, Applejack!" Apple Bloom cheered "Show 'em how it's done! That's my sister!"

"You can do it!" Scootaloo and Sweetie Belle cheered simultaneously.

"Well, how do I look?" Trouble Shoes asked, drawing the CMC's attention away from the rodeo. Trouble Shoes was dressed up like a traditional rodeo clown, including a bright red nose, a multi-colored wig, floppy red shoes, and a powdered white face. The CMC couldn't help but giggle.

"Nice job on the decoratin', Cousin Braeburn." Apple Bloom complimented.

"Wasn't easy usin' only one hoof," Braeburn replied "Doc says another day or two at the earliest before I can start usin' the other one again."

Just then, "The Hay Bale Monster Stack" event ended. The judges had declared a winner, Team Appleloosa. "Alright, Applejack!" Apple Bloom shouted "I knew you'd do it!"

"I sure hope she thanks me for lettin' her compete," Braeburn added, then he turned to Trouble Shoes as entertainment music began to play over the rodeo loudspeakers "Okay partner, you're on!"

"Say what?! I may be dressed like one, but I ain't no rodeo clown," Trouble Shoes protested "My cutie mark's an upside-down horseshoe, and that means bad luck."

"That all depends on how you look at it," Sweetie Belle said kindly "Think of this as a chance to turn it all around."

"You always wanted to be a part of the rodeo, right? Well, now's your chance. Go on!" Apple Bloom encouraged.

"I still don't see how this is supposed to help." Trouble Shoes complained.

"You gotta start at the bottom, and work your way up," Apple Bloom explained "Once ponies get used to seein' you around, you'll feel a lot more comfortable and be able to perform much better. Then, you can work on your skills and get into the rodeo as a participant."

"You sure 'bout that?" Trouble Shoes asked.

"Not absolutely, but if you don't try you'll never know," Apple Bloom encouraged Trouble Shoes "This is a chance for you to turn your life around and free yourself from your streak of bad luck."

With a reluctant sigh, Trouble Shoes stumbled his way into the rodeo with the other clowns and entertainers. His klutzy ways soon proved to be a hit with the audience.

"There y'all are!" Applejack called to the CMC and Braeburn. She was carrying a huge golden trophy from her victory in "The Hay Bale Monster Stack" event. "How 'bout your big sis, huh?" She asked Apple Bloom.

"You were great." Apple Bloom said somewhat eagerly, then quickly turned her attention back to Trouble Shoes.

"Say, since when are y'all so into rodeo clowns?" Applejack asked, as she noticed the crusaders devoting their attention to said clowns antics. "And where the hay's Trouble Shoes?"

"He's right in front of ya!" Apple Bloom explained with a laugh "Notice anythin' familiar about the stallion in the center?"

"Now that ya mention it, he seems a tad bit bigger than the rest of the performers," Applejack realized, then she laughed as well "That's the best rodeo clown I ever seen! So, this was your plan all along?"

"Eeyup," Apple Bloom nodded "And it seems to be workin'."

"I hope you cleared this up with Sheriff Silverstar so he could inform the crowd." Applejack said to Apple Bloom.

Apple Bloom sweat dropped "Oh no, I completely forgot! Oh man, if the audience finds out it's him, there's sure to be a panic!"

"Then I hope his costume holds up until he's done with the act, for his sake." Sweetie Belle said nervously.

Unfortunately, shortly after Sweetie Belle had said that, disaster struck. Trouble Shoes was so absorbed in his new role as a rodeo clown, that he forgot to pay attention to what he was doing. In a series of mishaps, his costume fell apart. When at last he realized his mistake, it was too late. A barrel landed on top of his head, the water inside it washed away the powder on his face, and in the proces of trying to remove the barrel he knocked off his red nose.

Everypony in the crowd gasped. "He escaped from jail!" One mare shouted.

"Let's get him!" another mare shouted.

"He's not ruinin' this rodeo!" a stallion chimed in.

The CMC, Applejack, and Braeburn were horrified at what they saw. In the blink of an eye an almost mob like mentality swept over the crowd, as several ponies grabbed torches and pitchforks.

"Stand aside, young'uns!" Sheriff Silverstar called, as he arrived on the scene "Guess it's up to me to once again calm these folks down." And he raced towards Trouble Shoes as fast as he could. "Now wait just a darn minute here, folks!" he demanded "He ain't what you think he is, at least not anymore! I know he's caused trouble in the past, but that's no excuse to resort to violence! Revenge won't solve anythin'!"

"But it'll feel great! Besides, he deserves it!" a mob pony shouted.

"It's true that Trouble Shoes has caused trouble in the past, but if any of you attack him you're no better than he is," Sheriff Silverstar lectured "How do you think this is gonna make us look in the eyes of Equestria if we allow for this to happen? The rest of Equestria is goin' to look upon us with shame, and it'll all be our fault! Trouble Shoes may have been a notorious outlaw, but he still deserves to be treated like any other Equestrian bein'!"

"He's ruined so many rodeos! Why should we trust him?!" another mob pony demanded.

"You don't have to trust him, but at the same time don't you think it's wrong to stay mad at him?" Apple Bloom asked, as she and her fellow crusaders approached the mob.

"Trouble Shoes is still going to stand trial for what he's done, but this way he has a chance to turn his life around." Sweetie Belle added.

"He's maybe the best rodeo clown I've ever seen!" Scootaloo finished "You can't deny that he made you all laugh."

"That's true! He is awful funny." a rodeo judge admitted.

"He thought his cutie mark was tellin' him to keep away from rodeos, but deep inside he knew it's where he was meant to be. He just didn't know how to do it." Apple Bloom went on.

"What she says is true. I didn't mean no harm here, honest!" Trouble Shoes spoke up "The entire reason I chose this rodeo in the first place was so I could get caught. I rigged a barrel to blow up when I knew nopony would be around, then I was goin' leave a powder trial for your sheriff to follow and arrest me. Things didn't turn quite how I'd hoped though. But know, I just want to have a chance to make up for all the bad deeds I did in the past. I'm tired of bein' known as Trouble Shoes the no good outlaw. Turns out I've been lookin' at my cutie mark wrong all along. My talent isn't bad luck, it's entertainin' and performin'."

"Even so, Trouble Shoes, you still gotta face charges for the problems you've caused! And I doubt Princess Celestia will be as merciful," Sheriff Silverstar warned "You may not have caused any serious trouble here, but several other rodeos have evidence of your sabotage. You'll probably have to face serious jail time."

"If I done wrong, I'll see to it that I take my medicine and square my accounts. I promise." Trouble Shoes insisted.

"So, don't you all see?" Apple Bloom asked the crowd "Trouble Shoes wants to turn over a new leaf, but he knows he's still goin' to have to pay for his past misdeeds. Don't you think it's better to let go of your anger, before you do somethin' you'll regret later?"

That seemed to convince the crowd to leave Trouble Shoes alone. Slowly but surely, tempers cooled off, and the former mob dispersed peacefully.

"Ya'll were quite brave facing down that angry mob there," Applejack said to Apple Bloom, as she and Braeburn approached the trio of fillies "Even so, you made me really worried."

"I'm sorry, Applejack," Apple Bloom apologized "But I knew I couldn't let Trouble Shoes get hurt because of a misunderstanding, and what he did in the past. Nopony deserves to be treated like that, no matter what they might have done."

"That's true, nothin' good ever comes from resortin' to violence as soon as you get mad," Braeburn nodded "Anger is a very powerful emotion, but if you let it get the best of you, it always leads to trouble."

Applejack quickly changed the subject "Now, don't think that just 'cause y'all helped Trouble Shoes realize what his cutie mark really means, you're off the hook for what happened last night. Braeburn and I have been thinkin'-"

"And we've come to a decision-" Braeburn added.

"If the three of you agree to help clean up the mess Trouble Shoes left behind durin' his clownin' around, then I'll see about keepin' what happened here to myself," Applejack explained "But in return, I want you three to promise not to wander off on me ever again. Words can't express how worried I was that night! I thought for sure somethin' awful would happen to ya'll So, what do you say?"

Apple Bloom quickly spoke up and said "I suppose you've got a deal. We may have made things a little better, but we still shouldn't have wandered off in the middle of the night."

"Yeah, that was pretty foolish of us," Sweetie Belle added "We'll make sure we never do that again."

"Uh-huh," Scootaloo nodded "I'd feel pretty bad if that somehow ended up being our special talent. So, when do we start cleaning up?"

"Right now," Applejack replied "Braeburn and I will help a little, but the three of you are goin' to do most of the work."

"That'll take forever!" Apple Bloom groaned.

"Well, I guess it's what we get for making such a stupid mistake," Scootaloo replied "We might as well make the most of it." And so, the three crusaders set to work on cleaning up the rodeo grounds.

"So, how was Appleloosa?" Granny Smith asked Applejack and Apple Bloom when they returned home.

"Pretty good! Applejack won first place in 'The Monster Hay Bale Stacker' event!" Apple Bloom boasted.

"And Appeloosa found itself a promisin' new rodeo star," Applejack added "All thanks to Apple Bloom and her friends."

"Sounds as if you both had quite the adventure there." Granny Smith concluded.

"You could say that." Applejack and Apple Bloom both said with a wink. At least for the forseeable future, the events that had unfolded down in Appleloosa would remain known only to them, Braeburn, Sweetie Belle, and Scootaloo.

Author's Note

And so, just days before we get the first CMC episode to take place after they've earned their cutie marks, I present to you the last episode that focused exclusively on them trying to find them.

Appleloosa's Most Wanted mostly suffers from a glaring flaw that plagued "Feeling Pinkie Keen" which Dave Polsky also wrote, it tries to include something that defies explanation (in this case luck) but in doing so the implications make it seem as if though there are some who are born simply to be unlucky and be laughed at. While it's always good to have a sense of self-deprecation and learn how to laugh along with the world, it's certainly not good to think that your life is only worth living if someone else benefits from your misery.

In addition, this episode is incredibly mean-spirited and rehashes the same Applejack/Apple Bloom conflict we'd already seen done poorly in "Somepony To Watch Over Me". So here, while Apple Bloom still does do something reckless, she is appropriately called out on it, and Applejack is nowhere near as stubborn and unwilling to listen. She is also much more responsible.

Braeburn and Sheriff Silverstar also needed some tweaking, since the former is horribly butchered in character, and the latter falls victim to the meanspirited stupidity plaguing the original episode. Rather than bring up the fillynapping plot that any rational minded criminal investigation would've disproved, I had both serve as reasonable authority figures and a voice of reason. Fear and anger are not bad emotions to experience, despite what the famous Yoda quote might claim. Both emotions can be important, as long as you learn to keep them under control. If you are mad at something, channel that anger into energy and use it to bring about change.

Up next, we have the rewrite I'm sure everyone is looking for to. So, hopefully, the rewrite of "Princess Spike" will be out before "Gauntlet of Fire" airs (here's hoping it turns out good, it has the potential to erase the failures of past Spike episodes if done correctly). And despite a few people seeming less than impressed by it, I will NOT be adding "Gift of The Maud Pie" to the list of episodes to rewrite in the fourth installment. It was a fine episode that could've done with a little more fine tuning in spots.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle

S5 E10: Princess Spike (What If?)

In the city of Canterlot, an important event was unfolding in the hallway of the royal castle. Delegates from all over Equestria had showed up for what promised to be a momentus occasion. In fact, it was SO important that for the first time in Equestria's history, all four princesses were in Canterlot and were going to stay for the duration of the event.

The delegates chattered amongst themselves for a little bit, before their conversations were interrupted by the sound of trumpets, announcing the arrival of the four princesses. Princess Luna was the first one to speak up "Welcome to the Grand Equestria Royal Summit!" she declared proudly "It is good to see that so many of you could attend."

Princess Celestia spoke up next "You delegates have traveled far and wide to represent your cities and towns, as we seek to celebrate and learn from all the unique places that make up our wonderful land of Equestria."

"To celebrate this event, it is my great honor to announce that, at tonight's opening ceremony, I will dedicate this beautiful friendship statue made up of gemstones from each of your home cities and towns." Princess Cadence declared, drawing attention to the massive pony like figure made entirely out of different colored gemstones. The delegates all oohed and ahhed, they had never seen anything like it ever before.

Standing next to Twilight, his mother and close friend, Spike found that he couldn't keep himself from occasionally glancing at the gem statue and licking his lips. "If it wasn't so important to this summit, I'd eat it up right now." he thought to himself.

"And now, it gives me great pleasure to turn things over to the pony who organized this summit:" Princess Cadence went on "My sister in-law, Princess Twilight Sparkle!" The crowd burst in thunderous applause at this statement, Princess Twilight was the youngest of all the princesses, and the most popular.

Normally, Twilight wouldn't have minded all the attention that was focused on her. Rarity had taught her to embrace the spotlight, while making sure it didn't go to your head. But today was different, Twilight felt exhausted. Her eyes had noticeable bags underneath them and felt quite heavy. She could barely keep herself awake, a task that took every ounce of determination she had. "Thank you, everyone," she said with a yawn (which she hoped none of the delegates had heard) "With delegates from over fifty cities attending three days of conferences, receptions, and meetings, this promises to be the largest Grand Equestria Royal Summit yet. And let me tell you, putting it all together has led to more than one sleepless night. We're so excited to have you here and to learn more about life all across this great land of ours. I hope this will help to bring us all closer together."

The crowd cheered even louder than it had before, while Spike tugged at Twilight's tail to get her attention. Twilight turned to Spike, who whispered something into her ear. Then, with a smile, she turned back to the delegates and told them "And now, my son and faithful assistant Spike would like to say a few words." She proceeded to playfully nudge him onto the stage with the other princesses.

"Um, hello, everyone!" Spike greeted in a half cheerful, half nervous tone "I'm here to help any way I can. So if there's anything I can do for any of you, um... just let me know."

A few delegates exchanged concerned whispers, and some even seemed surprised that a dragon had been allowed to speak at all. A couple of delegates from the Crystal Empire shouted "Long live Spike The Brave and Glorious, he who rescued The Crystal Heart!", and some of the delegates from Ponyville and Canterlot who had seen him before sincerely applauded his speech. But for the most part, Spike's statement seemed to be ignored.

Then, a delegate from Cloudsdale named Fluffy Clouds spoke up. He knew nothing about Spike, and didn't seem to care "No offense, but I don't need some random dragon's help. I wanna hear what Princess Twilight has to say." he said rudely.

Most of the Cloudsdale delegates then began to chant "We love you, Princess Twilight!" And soon, most of the gathered delegates started to shout "We love all the princesses!" And they clapped and cheered loudly.

Spike was quite upset, but his feelings of anger were soon replaced with feelings of sadness. "I guess everyone loves a princess," he said with a sigh, and turned and walked sadly away "If anyone needs me, I'll be back at Twilight's tower doing what I always do best, sorting and cleaning."

"Poor Spike," Princess Cadence thought to herself "Those delegates have some nerve treating him like that! If I wasn't the Princess of Love, I'd give them a piece of my mind right now! No one treats my nephew-in-law like he doesn't matter! He most certainly DOES matter! But how do I show that to Spike?"

It didn't take Spike long to clean the tower he and Twilight were staying in, before long he grew bored. But he knew there wasn't anything he could do, the delegates clearly didn't want him around. He wasn't a princess, so there was little he could do to make them listen to him. "Is it really so wrong to ask for just a little recognition from time to time?" he thought unhappily to himself "I'm not asking to be an Equestria wide hero, I just want to feel like I belong. That can't possibly be selfish, can it?"

Spike was snapped out of his thoughts by the ringing of the clock tower, he glanced out the window. "Mother should be back by now," he said to himself "I guess she was held up meeting with some of the delegates," then he gasped "Or, what if something awful happened to her?! What if she's been ponynapped?! Or what if she's hurt, or sick?! Or-" Spike smacked himself with one of his claws, and tried his best to ignore the pain in his right cheek from said smack "No, I'm sure there's a perfectly logical explanation for why Twilight isn't back yet." In his mind he was thinking "Plus, am I really concerned about her well being? Or do I just want an excuse to show off and prove my worth?"

Deciding it was best to wait until he knew for sure, Spike reluctantly passed the time pacing back and forth in the tower's main room, while occasionally glancing out the window for any sign of Twilight, or any of the other princesses.

Seconds ticked by, then minutes, but still Twilight didn't show. Spike grew more and more anxious, perhaps something had happened and by standing here he was preventing Twilight and any other victims from getting the help they needed. But if that was the case, how come he hadn't heard any sort of commotion or cries of panic? Everything was quiet, for the most part. Aside from the occasional chirp of the birds, or the sound of a construction worker making some repairs with his power tools, all was silent.

At last, just when Spike felt he could wait no longer, the tower door flung open and in strolled a rather anxious looking Princess Cadence. "Hello, Spike. It's good to see you again."

"Same to you, Cadence," Spike replied, then he noticed the look of concern on Cadence's face "What's the matter? You look upset."

"Well, it's about Twilight." Princess Cadence said nervously.

"What about her? Is she sick, or hurt?" Spike asked.

Princess Cadence shook her head "She's fine, for the most part. But-"

Just then, Twilight came trotting into the room. She looked like she was barely able to stay awake, and seemed ready to fall asleep at a moment's notice.

"Whoa! What happened to you?!" Spike asked Twilight.

"I just..." Twilight spoke up, before she yawned "Need a quick, nap. Napkin! Tell the delegates I'll..." The rest of her sentence was cut off, as she fell asleep atop a pile of books. She even held one as if it were a pillow.

"She's really worn out from planning this whole summit, and she needs to rest if she's going to be ready for the opening ceremony tonight." Princess Cadence told Spike, as she used her magic to pry Twilight off of the books, and tuck her gently into her bed.

"And you want me to make sure nothing disturbs her? Well, you've come to the right dragon!" Spike said proudly "I won't let you down, Cadence! Nothing's going to wake up Twilight, not while I'm on duty!"

"That's very nice of you to offer, Spike," Princess Cadence said sweetly "But I'm afraid I already have a solution in mind." She then whistled, and two crystal guards came marching into the tower's main room.

"How can we be of service, your highness?" the guards asked.

"Can I count on the two of you to stand guard outside this tower, and make sure that Princess Twilight isn't disturbed while she rests?" Princess Cadence instructed "It's important that she gets plenty of sleep before tonight's opening ceremony."

"Don't worry, your crystalness," the guards replied "With us in charge, Princess Twilight will be sleeping like a baby."

"Good, I knew I could count on the two of you," Princess Cadence smiled "Make sure to pass word on to the rest of the delegates, that if they need any help, they are to go to Princess Celestia or Princess Luna, Princess Twilight and I will be unavailable until tonight at the earliest."

Spike was surprised to hear Princess Cadence give such a command. He knew why she'd want the delegates to know not to bother Twilight, but he couldn't see a reason for her to not be available if needed.

The guards were surprised as well, but they still obeyed. "Understood, your highness. We will do as you have requested." And the two of them marched out to take up their posts without another word.

"Bet you're wondering why I said I wouldn't be available to help the delegates." Princess Cadence said to Spike.

"The thought did cross my mind." Spike replied.

Princess Cadence smiled brightly "Well, it's been so long since the two of us have had a chance to do much of anything together. So, why don't we spend the rest of this lovely afternoon on a sight seeing tour of Canterlot? It'll be just like old times!"

Spike could well remember the fond memories he had of the times when Princess Cadence would come over to foalsit Twilight, and help her take care of Spike. Cadence often loved to take Twilight and Spike out on spring and summer afternoons to see the many wonderful sights of Canterlot, and occasionally Shining Armor would tag along.

Eager for an opportunity to escape his boredom (and take his mind off of the fact that the delegates didn't want him around) Spike said "Do you really mean it?!"

"Absolutely!" Princess Cadence replied "And while we're doing that, maybe we could exchange news? I'm sure a lot has happened since we last met, and I have quite a few things I'm sure you'd be interested in hearing about."

"Sounds like a plan. What are we waiting for, let's go!" Spike said cheerfully, a little bit too loudly.

"Huh? Does something need scheduling?" Twilight asked sleepily, sitting up in her bed.

"Oh my gosh! I am so sorry," Spike apologized "I didn't mean to wake you up, Twilight. Please don't be mad at me."

Twilight apparently didn't seem to hear Spike properly, for she responded by saying "Okay, no problem. Just put the apple in the hay and eat the candle, hm."

"What?" Spike replied, but Twilight didn't answer, she had already fallen back asleep. Spike scratched his head "Just what was that all about?" he thought to himself "She must be more tired than I thought." With this thought clear in his mind, he made sure not to say anything else, as he and Princess Cadence quietly walked out of the tower.

Once she and Spike were outside, Princess Cadence gently closed the door with her magic, and locked it. Then, she unfolded her wings and said to Spike "Hop on," Spike did so without hesitation. "Comfy?" Princess Cadence asked Spike, who nodded happily "Okay, hold on tight." And with a flap of her wings, Princess Cadence took off.

"Thank you for flying Air Cadence, we hope you enjoyed your flight," Princess Cadence jokingly called out, as she touched down in the heart of Canterlot "Please, remain seated until the ride comes to a complete stop." She and Spike shared a good hearted laugh at the little joke, as Spike carefully climbed off Cadence's back, and set his feet on solid ground.

"It's been a while since I've been back in Canterlot," Spike commented "The last time I came here, I spent all day helping Twilight search for an enchanted comic book store, but we found nothing. And no one remembered anything about there ever being one. It's nice to be able to just take in the sights of the city for once, and not have to worry about anything."

"I agree," Princess Cadence replied, as she and Spike walked down main street together "The city is especially beautiful at this time of year, I'm glad those so called 'Dragon Sneeze Trees' were replanted somewhere else."

"Tell me about it," Spike complained "I hated those things so much. One time, someone even sent a potted version of one of the trees because they thought it would be a funny prank. I had half a mind to hunt down the sender and make them pay, but my mom wouldn't let me. She said that if I did that, I'd be letting the sender get to me. But she made sure no more 'Dragon Sneeze Trees' got delivered to me."

"Twilight has raised you well," Princess Cadence observed "I'm proud to call you my nephew-in-law," then she remembered something "Oh my goodness, how could I forget?!" she said out loud.

"What is it?" Spike asked.

"Twilight was supposed to meet with an important pony to help brief her on all the different gemstones before the ceremony tonight!" Princess Cadence exclaimed.

"Well, maybe I could meet with that pony in Twilight's place?" Spike suggested, as his eyes lit up "After all, I'm the son of a princess, and the nephew-in-law of another, that technically makes me royalty."

"Spike, I don't think that's such a good idea." Princess Cadence said nervously.

"Why not?" Spike asked innocently "If it's because she's expecting a princess, then she can always call me 'Princess Spike'. After all, it seems like you have to be a princess in order to get any kind of recognition around here."

"Spike, that's not true, and you know it!" Princess Cadence said seriously, and used her magic to hold Spike in place before he could run off "I'll just tell the pony that the meeting will have to be postponed, and see if she can send the notes over to Twilight. That should work just fine."

"Or, you let her meet with me, and I can deliver the notes to Twilight myself," Spike insisted "Or, don't you trust me to do the right thing? It's not like I'm being greedy, I just want a little recognition."

Princess Cadence sighed "I do trust you, Spike. But you can't just abuse your connection to Twilight because you want others to notice you."

"Who said anything about abusing it?" Spike replied "I'm only doing it because that way the delegates will actually start to listen to me. If they think I'm a princess, they'll be fawning over me like no tomorrow. I'll be able to make decisions and be taken seriously, I'll be able to make a contribution to the summit, I'll finally feel like I belong!"

But Princess Cadence only shook her head "Spike, there's more to being a princess, or a prince for that matter, than simply making decisions because you want to be recognized by others. Being a princess is an extremly important and difficult responsibility, it isn't something to be taken lightly."

"But, I want to feel like I belong!" Spike complained "What's so wrong with wanting to get a little respect for a change? The only time I ever get sort of acknowledgement, is when I come to The Crystal Empire. And even the delegates from there clearly don't care about me if I'm not a princess! If being a princess is what it takes to make them acknowledge my presence, instead of pretending I don't exisit, so be it!"

Princess Cadence sighed once again "I was hoping it wouldn't have to come to this, but it looks like we're going to have to a little talk about what it really means to be a princess."

Princess Cadence led Spike to a small cafe just off of Main Street, she wanted to make sure that the important conversation she was about to have wouldn't be overhead by anyone else.

"Why can't you just let me do a few things as 'Princess Spike'?!" Spike complained "I could make it so that Twilight only has to worry about tonight's opening ceremony, and I'm sure she'd like that a lot."

Princess Cadence looked at Spike, took a deep breath, and said to him "Spike, you are in a position that anyone would kill to be in. You are offically the right hoof dragon of Equestria's newest princess. That alone would be enough to make just about anyone bow to you if you so commanded."

"And what's so wrong about that?" Spike asked "Think of all the good things I could do with that authority."

Princess Cadence only shook her head "Many ponies and non-ponies alike have thought that way about their power, and they always start with the best of intentions. But if you abuse your powers, especially if you do it often, it leads to a slippery slope that is almost impossible to climb back up. Once you start getting used to using your powers to make others do what you want, it's easy to forget the responsibility that comes with those powers. To have power alone is not to be strong, you have to know how to use that power."

"But I do!" Spike insisted "I won't abuse it, I promise! After today, I'll never abuse my connections to Twilight ever again!"

"Spike, you don't need to please some delegates to feel important," Princess Cadence replied "They are supposed to represent the will of the cities and towns that elect them, but sometimes even the best of them can forget that fact. I assure you that not a day goes by in The Crystal Empire where ponies aren't fawning over the statue of you, or eagerly listening to the story of how you saved them all. And Twilight has told me that many ponies in both Ponyville and Canterlot know who you are, or have heard about you from word of mouth."

"For all the good that does me around here," Spike complained "It seems like the delegates only care about princesses. It's always princess this and princess that, I'm sick of it!"

"I am too, Spike," Princess Cadence said kindly "As important as it is that the delegates be pleased, I wish they would make more of an effort to solve problems on their own. It seems that, whenever something goes wrong, they are always quick to come rushing to my aunts, Twilight, or myself."

"Can't you command that they stop bugging you?" Spike asked "You could tell them to jump and they'd ask 'How high?', so I don't see why they would have any trouble following an order to leave you and the other princesses alone."

"If only it was that simple," Princess Cadence said with a shake of her head "Most of these delegates are incredibly stubborn, they like to think that they're in charge. They simply believe the princesses are there to help them out whenever they get stuck on something, which is all the time. But not all of the delegates are like that, most of the ones from my empire and from Ponyville are well behaved. It's mostly the delegates from the big cities that seem to have trouble controlling their egos."

"Why?" Spike asked Princess Cadence.

"I wish I knew," Princess Cadence unhappily replied "My guess is that they've been in power for so long, they've forgotten what it's like to not automatically have the authority to make others obey you. I almost ended up like them, once."

"No way! You mean, you were once as haughty and stuck up as those delegates from earlier?" Spike asked, his mouth hanging open in shock.

"Not quite," Princess Cadence said in response "But when I was the newest and youngest of all the princesses, I couldn't help but get caught up in the spotlight. I started realizing that others would crowd around me whenever I did something, and I often took advantage of that free publicity. Fortunately, Aunt Luna and Aunt Celestia helped straighten me out before too long. But ever since, I have strived to do my best to remember, that I am not all powerful. I cannot just make ponies and non ponies bow to my will. With great power, there must also come a great responsibility. A responsibility to use that power wisely, and for the right reasons."

"I suppose, pretending to be a princess, or using my connections with Twilight, would be an abuse of power," Spike reluctantly considered "But I just want to feel like I've helped, that I'm a noble dragon."

"You already are a noble dragon, Spike," Princess Cadence insisted, walking over to Spike and embracing him in a big hug "And you always will be. I know that, and so does Twilight. The same goes for her friends, my husband, and Princess Celestia and Princess Luna. Just because a few delegates don't acknowledge this fact, doesn't mean it doesn't exisit."

"Thank you, Cadence," Spike replied happily "I'm glad I have somepony like you to talk to. Somepony I know I can count on to help me be the best that I can be. I would've hated for Mom to wake up and find out I was abusing my power, giving her a bad name."

Just then, there came the sound of a faint crack, followed by the sound of gushing water and a lot of yelling and shouting. Princess Cadence and Spike quickly became aware of it, and could tell by how loud the noise was, that they were close to the source of the disturbance.

"Wonder what all the commotion is about?" Spike wondered outloud.

"I don't know, but we're going to find out!" Princess Cadence insisted, unfolding her wings "Hop aboard, Spike!" Spike did so, and once he was safely on board, Princess Cadence took off.

She touched down a short time later, when she spotted water shooting up from a pipe, and a green coated stallion with a hard hat barking out orders to other ponies. "What's going on here?!" Princess Cadence asked seriously.

"Stupid power tools!" the green coated stallion grumbled "We were doing some repair work to the water main when Charlie over here got careless and struck a pipe with his drill!"

"I told you, it wasn't my fault!" an orange coated stallion yelled in response "That drill had a mind of its own!"

"Whatever," the green coated stallion shrugged "The two of you better stay out of the way, it's going to take a long time to repair the damage, and in the mean time we're going to have to shut off the water supply. We don't need the main hallway of the castle flooding!"

"I believe I can help," Princess Cadence offered "If you'll allow me, that is."

"What can you possibly do to help?" the green coated stallion asked.

"I was hoping you'd ask," Princess Cadence said with a smile "Just stand back, so I have a clear view of the broken pipe." The green coated stallion did so, and once he was out of the way, Princess Cadence lit up her horn which sparked to life with its soft blue aurora. Suddenly, in the blink of an eye a massive pile of crystals emerged from not of nowhere. They quickly enveloped the crack in the pipe and the water shooting out of it, completely encasing the both of them. Spike and all the construction ponies gathered were speechless.

"That... was... amazing!" Spike exclaimed.

"Ma'am, you're a life saver," the green coated stallion said kindly "My boss would've fired me for sure if he'd found out about this, and the delegates would've run me out of town. How can I ever repay you?"

"There's no need for any sort of repayment," Princess Cadence replied "I'm simply glad I could help. Just make sure that you get this area sealed off. My crystal casing should hold the broken pipe in place for a few hours, but it hasn't fixed the problem completely."

"I'll have to talk to the boss and get his approval first," the green coated stallion told Princess Cadence "But I should be able to get the necessary repair work done by tonight, you can count on that." And then he turned, and trotted quickly away.

"Why didn't you use your authority as a princess to command that pony's boss to have the damaged pipe blocked off until it could be repaired?" Spike asked Princess Cadence, as the two of them headed back towards Twilight's tower to check on her.

"Because, the situation did not call for it," Princess Cadence explained "The ponies down there needed to know that they had to solve the problem themselves. If I commanded them to take the actions necessary to solve it, they would come to depend on me the next time something went wrong."

"I see," Spike nodded, and changed the subject "I never knew you could make crystals grow out of the ground at will! What other surprises have you been keeping from me?"

Princess Cadence chuckled "Well, to be fair, that crystal trick is something I only recently got the hang of it. It took months of practicing."

"Do you think you could make gems appear in the same manner?" Spike asked "Cause I'm getting kind of hungry, and some gemstones would really hit the spot right about now."

"Sorry, I'm afraid I can only bring up massive crystals at the moment," Princess Cadence replied with a laugh "I'm sure I could learn how to apply it to small scale things like gems and rocks, if there's a spell for that anyway."

"Maybe we can ask Twilight, once this summit is over," Spike suggested "It'll give us an excuse for the three of us to hang out together, just like old times."

"That would be lovely, but we'll have to see if Twilight is up for it," Princess Cadence told Spike "This summit is going to be going for several days, and Twilight and I are going to both be very busy, as will Princess Celestia and Princess Luna."

Suddenly, one of the crystal guards that had been instructed to stand guard outside the door to Twilight's tower came running up to Spike and Princess Cadence. He looked extremly worried about something, because his eyes had widened quite a bit and he was panting up to them with every ounce of strength he had. "I'm... sorry, your crystalness... I tried my best to send them away." he apologized.

"What are you talking about?" Princess Cadence asked with concern "And why are you not at your post like I instructed?"

"It's about the delegates," the crystal guard explained "They all want to talk to Princesss Twilight, and when I told them no they got really mad and shoved me aside. My comrade went back to block the door, so that I could find one of the other princesses."

Immediately upon hearing this, Spike felt something begin to boil up inside him. He knew what it was, it was pure anger, and he knew who it was directed at. "They've got some nerve bothering my mother when she's trying to rest!" he thought to himself, clenching his claws as his anger grew "Well, I think it's time someone finally taught them a lesson!"

"Spike?! Where are you going?!" Princess Cadence asked, as she saw Spike race off towards the tower.

"To make those delegates go away, whether they like it or not!" Spike replied "Don't try to stop me!" And he took off as fast as his legs could carry him.

"Spike, come back! Spike?! SPIKE!" Princess Cadence shouted, but it was no use, Spike was already gone.

When Spike reached the tower, all the delegates were yelling and talking at once. Many of them saying things like "Where is Princess Twilight?!" or "How dare the princess make us wait!" and even "If Princess Twilight doesn't come out soon, we'll have to make her come out!".

The noise was deafening to Spike, but he tried his best to ignore it as he raced up the tower railing, and jumped in front of the delegates, firmly blocking the door to Twilight's room.

"Out of the way, little dragon!" a delegate from Whinnyapolis demanded "I'm about to blow my stack at Princess Twilight!"

"WILL ALL OF YOU BE QUIET?!" Spike roared at the top of his lungs, shocking all of the delegates into silence "My mother is trying to sleep, and she can't do that with all of you yelling and complaining. How would you feel if you were trying to sleep, and ponies and non-ponies kept bugging you or making lots of noise? You wouldn't like it at all, would you?"

The delegates seemed to briefly consider this, before a Fillydelphia delegate said to Spike "But Princess Twilight-"

"-Can't help you with your problems," Spike cut off "She can only do so much. She's worn out from trying to make sure this royal summit goes off without a hitch. All she asks in return is for a little peace and quiet for a few hours. All of you say you have problems, but did any of you actually try to solve them on your own, or did you just immediately decide to come and see the princess so that she could help you?"

A great silence fell over the crowd of delegates, as they all suddenly began to feel incredibly guilty. Not unlike a foal caught trying to steal a cookie from the cookie jar.

"I know it's hard being a politican, it's hard to make decisions when there's so much at stake," Spike said kindly "But you can't depend on others to solve your problems for you. The princesses have better things to do than to help solve silly disputes that you could easily settle on your own if you just tried. The entire point of this summit is for all of the nations of Equestria to come together as one, not to just depend on the princesses."

None of the delegates bothered to say anything, they were too ashamed.

"Well, what are you all standing around here for?" Spike asked "Go away, and leave my mother alone! If you really can't solve your problems on your own after trying your hardest, you can always ask Princess Celestia or Princess Luna."

And that was that, the delegates dispersed without another word. Meanwhile, Spike stood there with a look of relief on his face.

However, Spike was surprised when one he saw one delegate still remained. Said delegate was a unicorn stallion with a majestic white coat, elegant blue eyes, a royal blue mane and tail properly styled into a charming look, a glass monocle in his left eye, and an elegant black suit with a pink bowtie. Spike realized at once who he was. "Fancy Pants?" he exclaimed "I didn't know you were a delegate as well."

"I most certainly am, Spike," Fancy Pants replied "I must apologize for the commotion raised by the other delegates, I wanted no part of that and tried to no avail to talk them out of it. I have been insisting for a long time now that we come to not depend on the princesses of Equestria to help us all the time. That's why I was so looking forward to this summit, it would give me a chance to present my case and show how much good we could do working together."

"Seems like the other delegates didn't get the message." Spike said angrily.

"Well, hopefully they will have learned their lesson this time," Fancy Pants remarked, then he said to Spike "I must say, you were quite splendid when you were arguing your case, I don't think I could've done a better job myself."

"Oh, it was nothing, really." Spike insisted.

"There's no need to be so humble, Spike," Fancy Pants replied "You were quite brave, and quite determined. I dare say, you'd make a fine delegate. In fact, how would you like to take my place as a delegate from Canterlot? You would have all the perks that come with such a title, and we could certainly use a dragon like yourself to show off our diversity. You grew up in Canterlot for several years alongside Princess Twilight, and princesses cannot become delegates. So, what do you say? I would be more than happy to make the necessary arrangements to make you an offical Canterlot delegate."

Spike was silent for quite a few moments, as he considered this offer in his mind. At last, he looked Fancy Pants firmly in the eyes and told him "Thank you very much for the offer, but I'm not interested in replacing you as a delegate. As much as I would love to be one, I'm happy just being Twilight's number one assistant and adopted son. Equestria needs a delegate like you, one who understands the importance of humility. Maybe someday, I might be interested in being a delegate. But that's something I want to earn on my own, not something I want to have given to me. I'm flattered you think so highly of me, but my answer is no."

Fancy Pants smiled "You are quite humble, Spike. Truly the most noble of all dragons. I shall respect your wishes, but if you ever change your mind do not hesitate to tell me. Now then, I best be on my way. But I hope I will see you tonight at the opening ceremony, I have just the thing to reward your dedication to the princess."

"As long as it's not a 'Dragon Sneeze Tree' I'm all for it." Spike replied, and he waved until Fancy Pants was out of sight.

Just after Fancy Pants had left, Twilight came stumbling out into the rays of the afternoon sun. Now well rested, she looked much better than she had just hours earlier. She had heard everything. "I'm very proud of you, my son," she said with a smile "It takes a great deal of humility to turn down something you want so badly."

"That's because I've had an excellent mother to help raise me properly," Spike replied, embracing Twilight in a hug "I'll always love you, no matter what."

"The feeling's mutual, Spike," Twilight said with a motherly smile "You mean more to me than this entire royal summit, and that is no lie. I don't care what those other delegates think, to Cadence and I you will always be Spike The Brave and Glorious."

"Hey, if the Crystal Ponies want to call me that, I don't mind it. But for you, Cadence, the princesses, and all our friends and family, just Spike is fine," Spike insisted "That's who I am, and who I always will be. Not Princess Spike, not Delegate Spike, just Spike."

Author's Note

And so, we have the one rewrite that I'm sure everyone was looking forward to the most.

The original version of this episode suffers greatly from the fact that it is another Spike episode where he is flanderized and treated poorly for the sake of the story. Spike is potrayed as a greedy idiot who can't do anything right, and since this was the only Spike episode of Season 5 and one that came on the heels of his highly successful outings at the end of Season 4, there was no excuse for this.

But the original version also suffers from the delegates, who make it seem like nothing in Equestria can get done if a princess isn't there to help, and they only further add to the episode's problem because they get mad at Spike for things that aren't his fault, while ignoring the bad and selfish things he did in Twilight's name.

Even Princess Cadence wasn't able to escape being treated badly here, because in the original version she is the one who plants the idea in Spike's mind to abuse his newfound power, and she does this without any sort of justifcation. Not to mention the fact that she could easily have ordered guards to watch over Twilight, and send the delegates to her or one of the other princesses.

So, to fix all of that, I took out the annoying plot device that was the dragon sneeze trees, treated everyone better, and made the focus be on Spike and Cadence, something that is not been explored all that much in the show or the IDW comics.

Fancy Pants was perhaps the only good thing about the original version of this episode, so I knew I had to include him here, but I decided to give him a slighlty different narrative role. I also tried my hardest not to get too political.

Finals are fast approaching for my EMU classes, so I can't gurantee the next rewrite will come out on time, but I'll try my best to not get too far behind. And regardless of how it turns out "Gauntlet of Fire" isn't going to be rewritten in this installment. Next installment though, you can bet I'll be rewriting if it turns out bad.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
~~Princess Spike~~
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted

S5 E14: Canterlot Boutique (What If?)

It was a peaceful (and rather uneventful) day in Ponyville, with not a crisis or friendship problem in sight. Ponies went about their business as usual, enjoying the fine spring weather.

At the throne room inside The Castle of Friendship, five ponies and one dragon were passing the time with a variety of different activities. Twilight and Rainbow Dash were discussing the latest Daring Do book, Applejack and Fluttershy were engaged in an intense staring contest, and Spike was watching Pinkie Pie as she blew up a balloon, let the air out of it, then blew it up again.

Suddenly, the peace and quiet was disturbed, as Rarity came rushing into the throne room with a huge smile on her face. "Good news everyone!" Rarity called eagerly, immediately attracting the attention of her friends "It's finally going to happen! At long last, my dream is going to come true!"

"What are you talking about, Rarity?" Applejack asked.

Still smiling, Rarity had to take a minute to calm herself, before she explained "Ever since I got the paycheck for helping Sapphire Shores and her backup dancers, I've been looking for a place in Canterlot to open a second boutique. And at long last, I've finally found a location! Canterlot Carousel is finally going to become a reality!"

This news prompted everyone to gasp, including Pinkie Pie. And the resulting rush of air caused her to over inflate the balloon, it popped with a loud bang! But everyone was so swept up in the shock of Rarity's announcement, that they didn't notice.

Fluttershy was the first one to speak up, once the reality of the news sank in. "Oh, I'm so proud of you, Rarity. I know how much you've dreamed about having your very own boutique in Canterlot. I can't wait to see it!"

"Neither can the rest of us," Rainbow Dash chimed in "I just know it's going to be a success. So, when's it going to open?"

That question caused Rarity's smile to fade, and be replaced by a slight frown "Unfortunately, I've only just managed to get my hooves on a suitable location for my shop. And there's no way I can manage everything on my own. I'm going to have to go into business with a partner if I'm ever going to be able to get the boutique ready for opening day. I'm sorry, but it'll be weeks before I'll be ready to let you all see it."

Everyone in the room let out a small "Aw." in complaint, but they knew it was wrong of them to put more pressure on Rarity.

"Cheer up, you can read all about the opening ceremonies in Canterlot Times," Rarity replied, then she turned to Twilight "And, there is something I need your help with, darling."

Twilight was surprised "What?! Me?!" she exclaimed.

Rarity nodded "You're going to play a very important role in all of this. You are the key to drumming up publicity for the boutique. It's all part of the plan, or 'pattern' if you will."

Upon hearing the word "pattern" Fluttershy's expression changed from one of confusion, to one of concern. "Rarity?" she asked "Who are you going into business with for your Canterlot shop? Not many ponies would be available on short notice."

Rarity smiled "I'm glad you asked me that, Fluttershy," then, turning to one of the throne room doors she declared "It gives me great pleasure to introduce to you all, Sassy Saddles!"

The throne room doors were flung open by a pale, light grayish olive magic glow. Into the room trotted a tall but slim looking unicorn mare, wearing a two-tone black dress with a yellow saddle resting firmly on the shoulder area. The mare had a coat that was a pale, light grayish cerulean in color, a fairly curly mane and tail that was brilliant vermillion with light amber and tangelo stripes running through them (with moderate fuchsia on the shadowed side of the curls), and brilliant orange eyes complimented by moderate persian blue eyeshadow. If one looked closely, they could see her cutie mark, which consisted of two small pins that were obscured by her dress.

"Well, bust my buttons, Rarity!" Sassy Saddles exclaimed "So these are you friends that you've told me so much about. What a charming little bunch."

"You must be Sassy Saddles," Applejack greeted "Sure is... interestin' meetin' a big fashion hot shot like yourself."

"Oh, I'm not a designer," Sassy Saddles replied "I'm simply the manager, and I do what all good managers do, ensure the shop I oversee runs smoothly. A task, I assure you, is quite difficult."

Fluttershy spoke up next "Rarity, are you really sure you want to hire her? Sassy Saddles doesn't exactly have the best track record."

"I understand your concerns, Fluttershy," Rarity reassured her "But Sassy was the only pony available on such short notice, and when I saw that she worked in all of the finest boutiques in Canterlot, I hired her right on the spot!"

"I then laid out this plan, or 'pattern' as we say in the fashion biz, for Canterlot Carousel so that Rarity's boutique will be a guaranteed success and those doors will never, ever, ever close!" Sassy Saddles explained, showing off a series of hoof-stitched pannels that depicted various objects or ponies.

Twilight was most impressed " Wow, Sassy. Your attention to detail is truly impressive. You remind me a lot of myself."

"That certainly doesn't surprise me," Sassy Saddles replied, chuckling a bit "Rarity has told me all there is to know about each of you. And I must say, Rarity couldn't possibly ask for a better batch of friends."

"We've already set to work on the first piece," Rarity explained "Beautify the Boutique! However, the next two pieces are extremly crucial to the boutique's success, and that's where you come in, Twilight."

"It's all a part of Marketing to the Mares, though the stallions are just as important," Sassy Saddles added "Turns out that everypony here loves royalty! So, along with her new boutique, Rarity is going to be debuting a collection of dresses inspired by royalty. And it just so happens there's a hot new princess in Equestria!"

"In every poll Sassy Saddles took, you were the most popular princess!" Rarity told Twilight "Coincidentally, one of my gowns is inspired by the window in Canterlot Castle commemorating your coronation! It's sure to be the star attraction of my new line. I wanted to call it 'The Reign in Stain', but Sassy's research showed that not many ponies got the play on words, or what they referenced."

"Which is why we decided, for the sake of simplicity, to rename it 'The Princess Dress'," Sassy Saddles said proudly "My marketing research also confirmed that customers who viewed someone famous wearing a gown, then wish to own that gown for themselves. I call this piece of the pattern Celebrity Status!"

"So, Twilight, we were wondering if perhaps you might possibly wear 'The Princess Dress' at the opening ceremonies tonight?" Rarity asked "The dress was designed specifically for you, and I've taken my latest collection to a whole new level with 'Rarity's Rules of TLC'! When customers get a look at the work that went into the dresses, I'm sure to have more orders then I'll know what to do with."

"If being a princess and wearing that dress can help your boutique in any way, then I say: Stick a pin in it, it's done." Twilight said proudly, as she used her magic to plant a pin in the pattern piece, showing her wearing a dress that looked like it had been made out of a stain glass window.

"So I'm guessing TLC stands for-" Rainbow Dash began.

"-'Time, Love, and Couture', actually," Rarity replied "I want each dress to truly be the best it can be. It's done wonders for me in Ponyville, and I'm sure the clientle in Canterlot will readily accept it as well. I'm going to take the fashion world by storm!"

"Not if we don't head down to the train station this instant!" Sassy Saddles demanded "There are still some things we need to take care of if we're going to open the doors tonight! The boutique could do with a little more beautifying, and the dresses all need to be moved into their proper places. Everything must go off without a hitch if we're to succeed."

"Sassy's right!" Rarity realized "Come with me, Twilight! There's no time left to waste!" Then, just before she dashed out of the throne room with Sassy and Twilight, Rarity said to the rest of her friends "Wish me luck!"

Canterlot Carousel was a moderate sized building that still easily dwarfed Carousel Boutique. And as luck would have it, it was located right in the heart of Canterlot. Already, word had spread that a new business was opening, and crowds were starting to form outside as they waited for the doors to open.

Inside of the boutique, Rarity was helping Twilight get ready, while Sassy was busy making sure all the dresses were placed wherever they were required. "Is everything ready?" she asked Rarity, as she carefully moved a dress based on the fountain in the castle garden into place.

"Pretty much," Rarity replied "Twilight's all dressed up and ready to show off 'The Princess Dress'," then she noticed the dress that Sassy Saddles was moving "Oh, I'm afraid I've not had enough time to give that dress enough love to become couture." She told Sassy Saddles.

"Are you absolutely sure about this, Rarity?" Sassy Saddles asked "I think this dress has tons of potential."

"Yes, I think so too," Rarity nodded "But I just don't feel it's ready to be shown off, at least not for the grand opening. Be a dear and place it in storage, I'll work on it when I find the time."

"As you wish, Rarity," Sassy Saddles reluctantly agreed, and moved the dress into Rarity's workshop. Rarity then used her magic to close the workshop door. Once that was done, Sassy Saddles proudly declared "Alright, everypony! Let's set the stage! Those doors will open any minute now!"

Rarity could hardly contain her excitement "Ever since I was a little filly, all I've ever wanted was to own a boutique here in Canterlot. Somepony pinch me! I'm about to open the doors to that very boutique!" she said to herself, and went to go open the door. But when she did so, she was shocked at just how many ponies were waiting in line. The crowd seemed to stretch out as far as the horizon, possibly even beyond. And quite a few high profile ponies were in attendence, including Fancy Pants and his wife Fleur, Jet Set and Upper Crust, and even Hoity Toity. Rarity froze in place, the words she wanted to say died on her tonuge. "I wasn't expecting such a huge crowd for opening night," she thought nervously to herself "I certainly wasn't expecting celebrities to be in attendence. This could be a problem."

Fortunately for Rarity, Sassy Saddles quickly came to her rescue. "Welcome to the grand opening of Canterlot Carousel!" she proudly declared "Rarity and I thank you all for coming!" The crowd cheered in excitement, and raced into the boutique as fast as their hooves would let them.

Sassy Saddles quickly occupied herself with meeting and greeting the ponies in the crowd, as they observed the boutique in all its glory (as well as occasionally helping themselves to the catering that been provided for the celebration).

Meanwhile, Rarity was trying her best to regain her composure. She knew it would not look good if ponies saw her all worked up and anxious. "Deep breaths, Rarity," she thought to herself "You can DO this!"

"Rarity, are you ready to reveal the collection?" Sassy Saddles suddenly asked, snapping Rarity out of her mental pep talk.

"What? Oh, yes-yes, of course!" Rarity quickly replied, shaking her head briefly. Clearing her throat, she turned towards the chattering customers and said to them "Fillies and gentlecolts! I am designer and couturier Rarity Belle, or Rarity for short. I'd like to welcome you – once again – to the grand opening of Canterlot Carousel!" she said with a nervous laugh "And I'm thrilled that you are all here to see my newest collection inspired by this regal city!" As she spoke those words, Sassy Saddles used her magic to lift the various dresses into the air. The crowd started to let out oohs and aahs in excitement, as photographer cameras clicked away. The noise of both was soon drowned out, as music began to fill the boutique.

Rarity was a bit jealous of Sassy's impressive feat, but quickly forgot all about when she descended the steps of the stage and came face to face with a blueish green coated unicorn stallion, with a wavy two tone gray mane and tail cut short. He had a red plaid scarf wrapped tightly around his neck, and his blue eyes were obscured by a pair of red titned sun glasses with bright white frames. His cutie mark was a trio of stars. "Greetings, Rarity!" the stallion said eagerly "I'm-"

"-Fashion Plate of Cosmare magazine!" Rarity exclaimed "I'm so honored that Cosmare is willing to do a piece on the grand opening of my boutique!"

"Well, when Sassy Saddles calls, saying she's found the latest and greatest in fashion, we hightail without fail!" Fashion Plate boasted "Now, what can you tell us about this marevolus collection you've assembled?!"

"Oh, uh, it's offically called 'Rarity's Royal Regalia'." Rarity told Fashion Plate. It was always easier to slip into the zone when designing dresses, or telling someone how you made them.

Fashion Plate gasped "Royally radiant!" he exclaimed.

Rarity went on with her explanation, as Sassy Saddles used her magic to provide the necessary backdrops to compliment Rarity's narration. "My favorite part of being a designer is finding my inspiration, and that really wasn't difficult when it came to Canterlot," Rarity told the gathered crowd "Everywhere I looked, the royal city just spoke to me! I call it 'In-spire-ation'." Quite a few ponies in the crowd began to ooh at such a statement, as they witnessed a dress that had a design similar to the ones seen in the castle spires, be moved onto the stage for display. All thanks to Sassy Saddles.

"Genius! Simply genius!" Fashion Plate said eagerly as he lifted his sunglasses up, while snapping dozens of photos with his camera.

"I spent hours upon hours by the lily pond on the castle grounds, which inspired this gown – 'Water Filly'!" Rarity went on, as another dress replaced the one that had been standing behind her. This one had an aqua blue colored front half with bubbles, reeds, and small roses, while the back half was as green as a leaf and had a few bubbles on it. The two halves were joined at the hip by a small flower like fold. As Rarity was speaking, the background changed to match the dress.

The crowd oohed once again, as their excitement rose. Fashion Plate's did as well. "Oh, the whimsy!" he casually remarked.

With help from Sassy Saddles, Rarity had no trouble explaining her "Royal Regalia" to the gathered crowd, in addition to "In-spire-ation' and 'Water Filly', Rarity had dresses designed after Princess Celestia and Princess Luna. The dresses were titled 'Tripping The Light' and 'Over The Moon' respectively, and both attracted a huge amount of attention (especially from Fashion Plate). But it was 'The Princess Dress' that had the mouths of everyone present dropping open in shock and surprise. Twilight moddled it to perfection, as she trotted down the stairs and past the crowd of ponies, as the spotlight shined on her.

"Rarity, I want to be the first pony to congratulate you!" Fashion Plate exclaimed, as he looked at the dress "The grand finale of this grand opening is a dress that is guaranteed to ensure Canterlot Carousel's success! This event is going to make a fabulous article for Cosmare, probably even headlining news! Your name and face will be all over Canterlot, I gurantee it!"

Meanwhile, Sassy Saddles was already wasting no time in drumming up publicity for the dresses. "We'll be sure to send out a catalog within the week. And the best part is, these dresses will sell for a price you'll all find to be very reasonable."

When the opening ceremonies were over, and the crowds had dispersed, Sassy Saddles quickly put the collection of dresses back on the display stand (making sure to put "The Princess Dress" in the center so that it would stand out more). Meanwhile, Twilight was talking with Rarity about a concern that had come to the young princess' mind.

"Rarity, Sassy completely and totally stepped on your hooves back there!" Twilight complained "She was the one running everything, all you did was follow her leads and explain about your dresses."

"Twilight, Sassy Saddles did nothing of the sort!" Rarity angry replied "I got nervous when I saw that huge crowd of ponies waiting outside, and I found myself at a loss for words. If Sassy hadn't stepped in, I would have made a complete fool of myself and the grand opening would've been ruined."

"Maybe so, but you just agreed with her to rename the signature dress of your collection," Twilight added "I know how much you loved 'The Reign in Stain' and I thought it was a fitting name."

"I understand you're concerned about Sassy, Twilight," Rarity realized "But she has every right to inform me of the results of her research, and make suggestions as needed. If she believes 'The Reign in Stain' is too complicated to explain, and she has the research to prove it, I'm going to trust her judgement. After all, the next piece of the pattern is The Success of the Signature Dress."

"And it's quite simple," Sassy Saddles explained, walking over to Twilight "Market research helps us figure out what ponies and non-ponies want, and then we give it to them. Sure, we push all our dresses from the collection so we don't flood the market too soon. But if one dress stands out from the rest, it becomes a guranteed money maker. That way, even if the other dresses don't sell well, we can still make a profit and keep the boutique running."

"Well, Rarity's Royal Regalia is amazing," Twilight commented "And I do appreciate a pony that understands the importance of research. But I learned the hard way that research only gets you so far, and there are times when you won't be able to develop the necessary data."

"Twilight, I assure you that Sassy and I are well aware of that fact." Rarity said kindly.

"But my only goal right now, is for Canterlot Carousel to succeed. That's why I changed the name, and that is why I made such a strong push for the dress to stand out. Thanks to me, you can bet your saddle that everypony seemed to love the Princess Dress!" Sassy promised.

"I will make sure that I sew my very best to provide each and every individual a Royal Regalia dress full of TLC, regardless of what they order," Rarity reassured Twilight, and changed the subject "You were a big help in promoting the signature dress, and for that I thank you."

"I hope you weren't planning to make me a full fledged model for the Princess Dress," Twilight joked "Because that would be bad."

"How bad exactly?" Rarity asked.

"'I'd have to throw you and Sassy in the dungeon' kind of bad." Twilight replied, which caused her, Rarity, and Sassy Saddles all to laugh.

A few days passed uneventfully, as Canterlot Carousel offically opened for business, and Rarity and Sassy waited for the order forms to be delivered. When at last they did, Rarity was quite overwhelmed and nearly fainted right on the spot.

"One hundred and twenty five orders?! All at one time?!" Rarity exclaimed.

"And exactly one hundred of them are for the Princess Dress, just as the pattern predicted," Sassy Saddles boasted "That's not going to be a problem, is it?"

"It's just too much too soon!" Rarity protested "It would take even a team of highly skilled sewers days to complete the orders, and we don't have that kind of budget. It'll take a week and a half to finish all the Princess Dress orders, and at least three more days after that to complete the rest."

Sassy Saddles gasped "Are you actually saying we should... cancel all these orders?!" she remarked "That would be a public relations nightmare!"

"Uh, n-no, Sassy," Rarity nervously stammered "Promises were made, and it wouldn't be right to go back on them now. These orders are my responsibility. All I have to do is stick to my plan so I can deliver each and every dress in accordance with my Rules of Rarity! But, if possible, try not to take on anymore orders without asking me first."

"Satin and silk, Rarity, I'll try my best." Sassy Saddles promised.

"Good, then I'll leave you to deal with any customers that come into the shop," Rarity told Sassy "I will require absolute concentration when I am 'In The Zone'. We certainly can't afford to make mistakes."

"No we cannot." Sassy Saddles nodded, as Rarity retreated to her workshop within the boutique.

Pretty soon, Rarity was hard at work making the dresses. And as she often did, Rarity sang a little song to herself to help pass the time. And it went something like this:

The rules of Rarity, guaranteed quality

This I can assure

For each and every dress

I vow to give finesse

With time, love, and couture.

It didn't take long for her to begin to fantasize about what she hoped to accomplish in Canterlot, and why she had decided to become a dress maker to begin with. And this fantasy worked its way into her song:

My favorite moment's when a pony sees it

That special gown that she just adores

That pony's now in style

My hard work's all worthwhile

Oh, yes, it makes my heart

My heart just soar.

The days flew by pretty quickly once Rarity started to focus on making the dresses. But it didn't take long for more orders to come in, and unfortunately many of them seemed to be for the Princess Dress only. Even with her secret of switching the gem stones around on each Princess Dress, Rarity couldn't help but grow unhappy. It pained her very much to see the parts of her collection (which she had worked just as hard on) be ignored in favor of the signature dress. And this unhappiness seeped its way into her song, which began to sound like this:

The rules of Rarity, just a parody

No dress here's unique

The panels all the same

Each colored windowpane

I fashion only makes me want to shriek!

Dress making slowly stopped being fun for Rarity, as more and more orders for the Princess Dress flowed in (the other dresses still occasionally got an order, but those were becoming increasingly rare). One day, with a sigh, Rarity stopped in the middle of sewing and laid her head down on her desk. By now, her song was starting to sound more like this:

Oh, to create would give me elation

To feel once again some inspiration

Come on now, Rarity

Give me some clarity

Time for your couture love to rule!

Suddenly, as if in answer to her pleas, Rarity spotted a pile of new gemstones that had not yet been touched. Their radiant glow was enough to give Rarity an idea. They would make a fine addition to the next batch of Princess Dresses, and as she worked them into each one she sang happily to herself:

The rules of Rarity, guaranteed quality

All can see it's true

These new gems add such flair

Their beauty can't compare

This old style suddenly gleams anew.

Just as Rarity put the finishing touches on the fifth to last Princess Dress, the door bell rang. Seconds later, Sassy Saddles came trotting into the workshop with a few more order forms. "The Princess Dress is really selling, I don't think the fashion world has seen anything like it!" she exclaimed happily "It's too bad I can't say the same for the other dresses. I've been trying my hardest to push them, but practically nopony wants to wear them."

"I've noticed," Rarity remarked glumly, then her mood changed as she asked Sassy Saddles "Is that the customer who ordered this Princess Dress?"

Sassy Saddles nodded, but said to Rarity "I'll take care of her. You keep working on the dresses."

Rarity plucked up courage "Uh, actually, I'd love to see her reaction to this particular dress."

"Paisley and poplin, Rarity, look at all the orders you still have to finish, and you want to take a break? Now?" Sassy Saddles remarked "You're behind as it is, and I'm certainly no sewer," then a thought came to her "What are you up to, Rarity?"

"Well, it's just that I made some really lovely changes to this dress—" Rarity began.

Sassy's eyes briefly widened to the size of dinner plates in surprise "You did what?!" she remarked.

"I know it's a big change in comparison to just swapping around the gem stones locations with every dress," Rarity replied "But I was getting bored of each dress ultimately being the same. That's not what I intended."

Sassy's surprised state quickly became replaced by one of panic. "But every Princess Dress was supposed to be exactly the same! That's what I advertised in the catalogue!"

Now it was Rarity's turn to act surprised "Sassy, that was never supposed to be a thing! Each dress was supposed to be different!"

"Well, it's too late now, I'm afraid," Sassy said angrily "Even if I start advertising this 'fact', most ponies will have already been expecting a Princess Dress just like the one they saw Princess Twilight wearing. We're going to be flooded with letters demanding a refund and a new dress, a mistake that will cost us millions!"

"Relax, Sassy," Rarity reassured her "I don't think anypony will mind it, or at least I'm sure most ponies won't mind it. These gems just spoke to me."

Sassy wasn't convinced "You think so?" she said with a slight growl "Fine then. Go see her reaction for all I care. And if I'm wrong, feel free to rub it in my face about how I was wrong! Just don't come crying to me if it turns out I'm right!"

"I think I will!" Rarity said with a hmph, and stormed out of the workshop with the Princess Dress in tow. She made sure to take some deep breaths and put on a sincere smile for the customer though. "Hello, and welcome to Canterlot Carousel!" she said to a unicorn mare who had a pinkish white coat, a two tone pinkish-red mane and tail, and a cutie mark depicting two strawberries. "I am so pleased to present to you your—" Rarity went on, but was cut off when the mare snatched up the dress with her magic.

"Princess Dress! Finally!" The mare remarked eagerly "Everypony's been simply gushing about getting this ever since they saw Princess Twilight wearing it on your—", then the mare noticed the gems on the dress were a different color from how they had been depicted on the cover of the catalogue "Wait a minute. There's something different about this one." she said with a hint of anger.

Rarity gulped, but tried her best to reman confident "Well as an artist, I did take the liberty to change a few minor details," she confessed "I saw these gems glistening in the light, and they just spoke to me. Aren't they lovely? And so unique! Every dress has always been a little bit different, but this one is part of a 'limited edition'."

The mare sighed, and frowned "Well, they are unique, but they're not what I ordered! I was expecting a dress just like the one Princess Twilight was wearing. Otherwise, I'll be sure to tell everypony just what kind of second rate shop this is! Understand?"

Rarity's heart sank, Sassy Saddles had been right after all. "Y-Yes, of course," she told the mare, as she admitted defeat "I'll get right on it. This dress won't cost you a thing."

Upon returning to her workshop, Rarity didn't bother to look at Sassy Saddles. She simply set to work on undoing her "mistake" and sewing the correct dress for her customer. Determined to avoid any future "mistakes" Rarity gave up trying to make her vision work, and made every dress exactly as Sassy Saddles wanted it. But now her passion for dress making had left her, and on many days you could hear in her workshop singing unhappily to herself:

The rules of Rarity

Once stood for something

But now it feels just like some factory

Now every dress I make

With every flaw and mistake

Oh, how it makes my heart

My heart just break.

The days passed slowly, as Rarity unhappily occupied herself with making Princess Dress after Princess Dress. Nopony seemed interested in any of the other dresses anymore, at least that's how it seemed to Rarity.

At long last, just when Rarity thought she could take no more, she was able to put the finishing touches on the last of the Princess Dresses. All the orders were complete.

That was when Sassy Saddles came trotting into Rarity's workshop, in contrast to her business partner, Sassy Saddles was incredibly cheerful and upbeat. "Well, bless my bowties, Rarity!" Sassy Saddles exclaimed, upon seeing Rarity's work "You've managed to complete all two hundred orders for the Princess Dress, and sooner than I expected!"

"Yes, it's not like I had anything better to do with my time." Rarity glumly remarked.

Sassy Saddles quickly took notice of Rarity's depressed state of mind, and with a smile she said to her "Cheer up, I have a special surprise for you! I know you're going to love it! You remember Fashion Plate, right?"

"The photographer from Cosmare? Of course I do, he has a presence that's hard to forget." Rarity replied.

Sassy Saddles smiled "Well, he finally got around to putting the finshing touches on the exlcusive story covering Canterlot Carousel's grand opening. You're headlining news for the latest issue of Cosmare, which just hit the stands a short time ago."

Rarity read the title printed on the magazine cover "'Canterlot's newest rising star'?"

Sassy Saddles nodded "And thanks to that magazine, we've already got orders for one hundred more princess dresses. There are a few orders for some of the other dresses, but I'm afraid we might have to discontinue them at this rate. They just aren't selling."

Rarity looked at the order forms, the stack of already completed princess dresses, and the magazine cover that Sassy Saddles was holding. Then, she weakly muttered to herself "I'm on the cover of Cosmare... I run one of the most popular and successful dress shops in all of Canterlot... I've gotten everything I could've ever wanted.. and yet I feel miserable!"

Sassy Saddles scoffed Rarity's remark "How could you possibly be miserable? My pattern is perfect! Thanks to me, Canterlot Carousel's clinetle is growing at an explosive rate. It won't be long before we have the entire city flocking to us for dresses! Cosmare Cover Pony – done, and in record time! We have our signature gown, the Princess Dress of Success!"

"But I don't want to make another hundred Princess Dresses!" Rarity protested "In fact, I never want to see another Princess Dress as long as I live!"

"That's why I have a piece for that!" Sassy Saddles explained, unfolding the pattern "Assemble the Assembly Line! You'll never have to sew again, won't that be nice?"

Rarity was shocked at such a statement "What?! No!" she protested "You're treating this place as if it were a factory! You can't run dresses through an assembly line, it doesn't work like that!"

"Oh, but it will!" Sassy Saddles insisted "With it in place, we can keep cranking out Princess Dresses forever, and every so often we can swap the gems around to make it new! Canterlot Carousel will never close! Sassy Saddles will finally have a successful boutique!"

"That is it! This has gone far enough!" Rarity shouted angrily to Sassy "You are forgetting, that this is not your boutique! I hired you to help me manage it, not to take complete charge of everything! But if this is what success in Canterlot requires, then I want no part of it! By the power invested in me as the owner of this shop, I'm offically closing down Canterlot Carousel, whether you like it or not! Now, make up flyers for a going-out-of-business sale!" And with that, Rarity stormed out of her workshop, snatching up Sassy Saddles' pattern and ripping it apart for good measure.

Sassy Saddles was horrified, and began to protest "No! You can't do this, Rarity! I-I've worked too hard to make this a success! I can't be a part of another failed boutique! Please, I'll do anything, but don't close Canterlot Carousel!" But her plea fell on deaf ears, as Rarity slammed the workshop door shut.

"You can just stay in there until I figure out what to do with you. Be thankful I haven't decided to already fire you!" Rarity called from the other side of the door. She then trotted over to the closet that she had seen Sassy stuff the other dresses from the 'Royal Regalia' in when she had decided they weren't worth displaying. Fortunately, they were all still in good shape. "Oh, don't you look lovely?" Rarity said to one of the dresses, as she moved it onto the display stand and put the Princess Dress away "Nice to see you out here again."

Once Rarity had finished moving the remaining dresses from her collection into the places where she felt they would be best noticed, she looked out the window, and saw that a crowd had already gathered for the closing down sale. With a sigh, Rarity reluctantly went over to the door, opened it and said to the customers "Welcome to the going-out-of-business sale of Canterlot Carousel."

Despite the fact that the shop would close soon (or perhaps because of that fact) the crowd of ponies wasted no time as they dashed into the shop and began to look around. Immediately, they were surprised by the variety of dresses offered to them.

"Hey, is this Princess Dress on sale?" one mare asked Rarity.

Rarity immediately shook her head "Oh, no, I'm teribbly sorry, the Princess Dress has been offically discontinued. But there are plenty of other lovely dresses on sale today. Feel free to have a look around."

"Whoa. This dress completely speaks to my soul," said a blueish-gray coated unicorn mare with a midnight blue mane and tail styled into one long curl on her left side, green eyes, and a cutie mark depicting a purple heart. Her attention had been captured by the dress inspired by Princess Luna "Can I try it on?" she asked Rarity.

"But of course," Rarity replied with a smile "The dressing room is right back there."

Meanwhile, a peach coated unicorn mare with a bright yellow mane and tail loosely trimmed, bright orange eyes, and a cutie mark depicting a star with a few rays bouncing off it, looked at the dress inspired by Princess Celestia and cheerfully exclaimed "Oh my gosh! This is the most amazing of amazing dresses! Just looking at it brightens my day! I have got to try it on!"

"By all means, do so." Rarity said cheerfully.

Just seconds later, a white coated unicorn mare with purple eyes hidden behind a pair of blue glasses, a two-tone light pink mane styled into a series of waves, and a cutie mark depicting a stool with an arrow through it asked Rarity "Do you still have this In-spire-ation dress that's in the new issue of Cosmare? Everyone told me you stopped making it."

"Well, lucky for you that is not the case," Rarity said proudly "We still have a few left."

"Bats in the belfry! I have to try it on!" the mare exclaimed, as she picked up the dress with her magic.

The dressing room soon had a long line of ponies waiting eagerly to try on the various dresses from "Rarity's Royal Regalia", and Rarity had more customers than she knew what to do with. "How can I have forgotten?" Rarity said to herself, as she felt her passion return "This is what I've been dreaming about!" And she began to sing to herself:

My favorite moment's when a pony sees it

That special gown that she just adores

That pony's now in style

My hard work's all worthwhile

Oh, yes, it makes my heart

My heart just soar!

Now feeling geuinely happy for the first time in what felt like forever, Rarity cleared her throat and declared proudly "Attention, everyone! It is my great pleasure to announce that Canterlot Carousel will not be closing after all!"

The crowd cheered wildly at such a statement, before the blueish-gray coated mare from earlier asked flataly "But this stuff's still on sale, right?"

"Yes, yes, of course." Rarity giggled. Then a thought came to her "I may have been a bit too hard on Sassy Saddles. At the least, I should go let her ot now, and see if she's learned her lesson."

Rarity trotted over to her workshop, and slowly opened the door. There stood Sassy Saddles, looking rather glum. All the princess dresses had been tossed into the trash, alongside Sassy's torn up pattern.

"Oh, Rarity, I'm so sorry," Sassy Saddles apologized, practically throwing herself at Rarity's legs "Really, I am. I focused on that one dress, and the rest of 'Rarity's Royal Regalia' paid the price for it."

"So did the Princess Dress," Rarity said flatly "The more I sold, the more each dress lost its time, love, and couture, becoming terrible, lackluster, and common."

"Please, Rarity, give me a chance to redeem myself," Sassy Saddles pleaded "I want to make up for almost ruining your dream. I never intended for any of this to happen, honest."

"Well, why don't you go help that mare over there?" Rarity suggested, pointing a hoof towards a sea-green coated unicorn mare with violet eyes, an orange mane and tail with an orange-ish red skunk stripe, and a cutie mark depicting a small mirror and make-up locket.

"But, I've never done anything without a pattern before." Sassy protested.

"Then think of this as a chance to learn how to do without it," Rarity replied firmly "Patterns aren't everything, not even in business." And she shoved Sassy Saddles towards the customer before Sassy could get out a word in protest.

"Oh, finally," the mare said to Sassy "I've been looking through all the dresses in this rack, and they're all lovely. But none of them speak to me. Are there any other dresses I could maybe have a look at?"

"Perhaps you would be interested in a Princess Dress?" Sassy Saddles suggested, pulling out the one from the closet "This is the only one left, but it's still on sale. I'd take it if I were you, it's practically a steal!"

The mare looked at the Princess Dress, and immediately pushed it aside "It totally clashes with my complexion," she protested, then her eyes beheld a dress resting in Rarity's workshop. The incomplete dress that Rarity had never gotten around to working on "Ooh! What about that one?!" the mare asked Sassy " It's exactly what I've been dreaming of!"

"Are you sure you want that?" Sassy asked "It's not complete."

"I don't care, it completely speaks to me!" the mare insisted "I want it, and I won't take no for an answer!"

"Then, I guess it's all yours," Sassy replied "I'll have Rarity finish it for you, and send it to your doorstep when it's finished."

"Does it have a name?" the mare asked Sassy.

Sassy paused for a moment, as she struggled to recall where Rarity had said the inspiration for the dress had come from. Then, she told the mare "It's called 'The Fountain of Truth'! And it won't cost you a bit!"

"Oh, thank you! Thank you SO much!" the mare replied, and trotted happily away.

Rarity smiled, she had oberseved the whole thing from a distance. "You did well, Sassy. I couldn't have done a better job myself."

"I think I finally understand the Rules of Rarity..." Sassy Saddles said, before she frowned and reluctantly added "and will apply them at my next job, assuming I find one. Feel free to mention how horrible I was, I deserve no less after what I did."

"I beg your pardon?" Rarity asked "You may have made some mistakes, but I did too. We should've both communicated more clearly about what we wanted, and come to an agreement about who was to do what, and how it would be done."

"But, I'm the one who ruined everything. I'm the one who got so swept up in my pattern, that I failed to realize I was ruining your artistic vision in the name of success." Sassy protested.

"The whole point of opening this shop in Canterlot, and hiring you to manage it, was to test my Rules of Rarity and see if my vision could work with other ponies and in other locations," Rarity explained "I am happy to report that, despite a few bumps in the road, the test is a success. The Rules of Rarity are only to be applied at Carousel Boutique, Canterlot Carousel, and any expansions. Which is why you must continue to manage the boutique while I'm in Ponyville."

"Ponyville?" Sassy Saddles asked.

Rarity nodded "It was never my intent to stay in Canterlot, Ponyville will always be my home based no matter what. I'll still come to Canterlot with new designs and to see the customers of course. The entire reason why I waited so long to open a second boutique, was because I was waiting until I had found a suitable business partner. And in you, I have found just that."

Sassy Saddles could hardly contain her excitement. "Bobbins and bodkins, Rarity! Oh, thank you, thank you, thank you!" she proceeded to grab Rarity, and shake her vigorously. When at last, Sassy had calmed down, she said to Rarity "And I promise to run everything following your rules, you have my word on that."

"I would expect nothing less." Rarity said with a smile.

Just then, a massive unicorn mare came trotting into the boutique. "Oh, my gosh, a sale!" she remarked "Do you have the Princess Dress by any chance?!"

Rarity and Sassy were both silent for a moment, unsure of what to say. They had never seen anypony quite so heavy (even Bulk Biceps never looked as fat as the mare wandering around the boutique). Then, they both said at the same time "No!", before they found themselves unable to keep from laughing.

Rarity still speaks quite highly of Sassy, who continues to run Canterlot Carousel according to The Rules of Rarity. Every so often, Rarity comes to Canterlot to help Sassy out, and it was during one of these visits that Rarity found herself having to defend Rainbow Dash's reputation with The Wonderbolts when she was accused of a crime she didn't commit. But that's another story.

Author's Note

This episode probably comes as something of a surprise to many people, considering I don't hate this episode or even find it to be bad. At the same time, however, I hardly consider it among the show's finest episodes. It has quite a few flaws that seriously hold it back.

The major problem stems from Sassy Saddles, the "antagonist" of the episode (she is actually voiced by Kelly Sheridan, who is also the voice of Starlight Glimmer). After getting the obvious elephant in the room of her being a Fleur recolor out of the way, the problem stems from one of Season 5's most glaring flaws, every single "antagonist" is ultimately petty and rather bland (even Starlight Glimmer could not escape this in "The Cutie Re-Mark).

There will always be those in business who know that something sells, but don't understand how that something is sold, and believe that focus groups and charts give them all the information they need. Yes, market research is important, as is knowing what your intended audience likes. But if you try to appeal only to one specific group, you usually end up making it unappealing to everyone outside that group.

My Math teacher this semester has been particularly fond of quoting this follow famous saying: "There are three kinds of lies: lies, damned lies, and statistics." The line was made famous by Mark Twain, but it is credited with having originally been said by British Prime Minister Benjamin Disraeli (the only Jewish Prime Minister in British history). Statistics may help with things such as risk calculation, and even to some extent with investment. But they mean little in terms of actual helpfulness, because they only represent a certain amount of the human race. Depending on who is studied, the results will be different. And the statistics mean nothing to the people who defy the odds (such as the unlucky person who is struck by lightning, even though statiscally speaking the odds are against them).

But while it's always good to try and do new things, and ignore what the people want in favor of what they need, it's important to realize that it never hurts to get a second opinion. Because sometimes, your artistic vision may not be what is best. A good example of what happens when a person's artistic vision is taken too far, would be George Lucas. I mean no disrespect to him, but in the Star Wars prequel triology, it's obvious that he became too focused on the story he wanted to tell, without regard for how well it fit as an overall narrative. The result was bad writing, bad direction, and a lot of questionable decisions that left the fan base feeling disappointed. It doesn't help that by the time the prequels had ended, George Lucas had locked away the original version of the original triology, and added in a ton of changes that many people argued were not necessary. A good editor likely would've been able to hold Lucas in check.

To fix the problems plaguing this episode, I wrote out the mane six after the narrative shifts to Canterlot (though I kept Twilight since she does serve a role besides just being there), and had Sassy slowly take charge of more and more things as time progressed, since that is how most abuses of power begin. People give a certain individual or group more power, and said individual or group slowly becomes obessed with it. The saying goes "Absolute power corrupts absolutely". However, I knew that I needed to make Sassy Saddles work for her redemption, instead of just having her say I'm sorry and that being the end of it.

We've finally gotten a synopsis for "No Second Prances", and I'm definitely worried about the possibility of a "What About Discord?" rehash. I'm hoping that won't be the case, but several of the upcoming Season 6 episodes sound like they may not turn out too well ("Newbie Dash" will hopefully not be another episode that treats the Wonderbolts like antagonists, and "Applejack's 'Day Off" sounds like it will be rather bland if they stick with RariJack, "A Hearth's Warming Tale" could suffer if "No Second Prances" taints the teacher/student relationship that Twilight and Starlight have, "Saddle Row & Rec" should be good, assuming it can pull off the mixing of "Ponyville Confidential" and "Canterlot Boutique" well.) But as I've said before, no Season 6 episodes are going to be rewritten in this series. The next series will be the earliest any Season 6 episodes can be rewritten.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
~~Princess Spike~~
~~Canterlot Boutique~~
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike

S5 E20: Hearthbreakers (What If?) (Bonus Chapter)

Author's Note

I'll bet you're all surprised to see this episode end up on my list of rewrites, considering how much I like the episode and found it to be good. Well, this is more of a personal "What If?" than anything else, mostly just answering a question that I seem to be alone in wondering. As good as the original episode was, how would it have turned out if instead of The Apples meeting The Pies, we focused on The Cakes meeting The Pies? Lauren Faust confirms that The Cakes love Pinkie Pie like a daughter, so in a sense they're like a second family to her.

The only major problems plauging the original episode are how one note the Pie family is for the most part, especially Limestone and Marble. There's also a bit of control freak Applejack that leads to the typical misunderstanding and clash of traditions.

In addition to correcting those problems, I had to change how Igneous and Cloudy speak, since there's no way I could realistically write their "Ye Olde Elizabithian English" dialogue. I have a headcanon about why they speak that way, yet none of their daughters do (not even Limestone and Marble who have yet to leave the rock farm) that I decided to insert here. And on top of all that, I threw in a few nods to "Pinkie Pie and The Rocking Ponypalooza Party" by G. M. Berrow (which I highly recommend).

The explanation of the Pairing Stone draws inspiration from Chosen Love by Just A Random Pegasus, go check it out if you're interested.

Hopefully, all of these changes aren't a gamebreaker for any of you. But if they are, you can skip this chapter.

The next chapter should be out by the end of next week and then this series will come to a close. I won't make a fourth installment until late January/early Feburary of next year at the earliest, and I suppose I should mention now I might rewrite "No Second Prances", but for the most part it actually works pretty well with what I previously wrote for Trixie's character in my previous rewrite installment. Even though I would definitely change Twilight's behavior so she gives Trixie more of the benefit of the doubt, instead of acting out right hostile and unintentionally (possibly) driving her to suicide.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
~~Princess Spike~~
~~Canterlot Boutique~~
~~Scare Master~~
~~Hearthbreakers (Bonus Chapter)~~
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master

S5 E20: Hearthbreakers (What If?) (Bonus Chapter)

It was winter time in the land of Equestria, and the pegasi had pulled out all the stops to make the weather match the season. As the holiday known as "Hearth's Warming" approached, the town of Ponyville (as well as most neighboring cities and towns) was blanketed by a thick coat of fluffy white snow. Everywhere you looked, you could see decorations, and ponies rushing to and fro or playing in the snow. "Hearth's Warming" may have been a few days away, but as far as the citizens of Ponyville were concerned, the holiday cheer had already arrived.

No place was more busy during this time of year, than Sugarcube Corner. Mr. and Mrs. Cake were busy tending to customers, rushing to and from the counter to the kitchen to pull out tasty treats to deliver to paying customers. Pound and Pumpkin Cake watched their parents work, from the safety of a nearby playpen, the two foals occasionally playing with the various toys their parents had set out for them. They were looking forward to getting the chance to play in the snow later on, especially making snow angels and getting into snowball fights with their parents.

Suddenly, from up on the roof there arose a great noise, as if somepony were walking (or bouncing) along the tiled rooftop. The noise soon transitioned to the chimney, as if the figure on the rooftop had decided to travel down the brick chimney for some reason. The noise grew louder and louder, as the figure responsible for it traveled down the chimney at a speed that should've been impossible.

Deciding to investigate, Mr. Cake rushed to the kitchen, just in time to see a familiar pair of light cerulean eyes poke out from the chimney. Mr. Cake smiled, he knew who those eyes belonged to. Sure enough, a moment later, Pinkie Pie poked her way out of the chimney. Her bright coat was stained with chimney soot, but she didn't seem to mind. "Happy Hearth's Warming!" she said cheerfully, giving Mr. Cake a big hug.

"Happy Hearth's Warming to you too, Pinkie Pie," Mr. Cake replied "But next time, please use the front door."

"I was going to, but I figured the chimney would work better for this occasion," Pinkie Pie smiled "I felt just like Santa Hooves!" She then zipped out of the kitchen to wish Mrs. Cake and the twins a happy Hearth's Warming as well.

By the time Pinkie Pie had finished doing so, Applejack had showed up. "Well, ain't that just the sweetest thing?" she commented "Hearth's Warming truly is your favorite time of year, isn't it, Pinkie Pie?"

"It's not my only favorite time of the year!" Pinkie Pie announced, after she had finished wishing Pound and Pumpkin Cake a happy Hearth's Warming "But there's just something so magical about this time of year that makes me feel extra cheerful. And this Hearth's Warming is going to be one of the best ones ever, because I get to spend it with my favorite cousin!"

Applejack couldn't help but chuckle at Pinkie Pie's statement "Now, Pinkie, you know that we're only distantly related, if we're even cousins at all."

"So, a cousin is still a cousin. And family is family, no matter how distantly we might be related," Pinkie Pie replied "I can't wait for you and the rest of your family to meet my family, we are already friends Applejack, and after tomorrow night I can practically gurantee our families will be friends too!" Then Pinkie Pie gapsed "Do you know what that means? The number of Apples times the number of Pies is twenty four, minus my preexisting friendships plus one for Maud and when you take five from twenty four you get... nineteen new friendships!"

"That's assumin' we hit off right away," Applejack replied nervously "And after what happened with Maud, I think your family may take some gettin' used to. Even if their traditions are a lot like ours."

"A little nervous to be metting Mr. and Mrs. Pie aren't we?" Mrs. Cake asked kindly "Carrot and I know what that's like. I can say from experience that the Pies are certainly a bit odd, but once you get to know them they're a nice little family with a humbe little rock farm in Ponypalooza."

"Well, I'd love to stay and chat, but I've got lots of other friends I want to wish a happy Hearth's Warming to today!" Pinkie Pie declared "And there's plenty of other friends I want to write Hearth's Warming letters to, especially Cheese Sandwich!" And with that, after quickly brushing the soot off her coat, Pinkie Pie bounced out the front door of Sugarcube Corner, happily humming a little Hearth's Warming carol to herself.

"That's Pinkie Pie for you," Mr. Cake said with a smile "Not a day goes by where it seems like she doesn't have a smile on her face, and a spring in her step. But I can actually remember when that wasn't the case, isn't that right, sugar plum?"

"Indeed it is, honey bun," Mrs. Cake replied "I can remember how she was when we first met, the poor dear was so alone and so sad. I didn't know if she'd ever smiled before."

"Oh that's right," Applejack realized "Pinkie Pie moved in with the two of you shortly after she came to Ponyville, she's always said you two are like a second family to her."

"And indeed we are," Mrs. Cake said happily "But at first, she seemed afraid of that idea. She loved her first family so much, and she didn't want anypony to replace them. However, I can remember this one incident. It happened a few weeks after Pinkie Pie moved in with Carrot and I."

"Alright, Pinkie Pie," Mrs. Cake said to the brightly pink coated filly that had become a major source of joy for her and her husband "Carrot and I have a few errands to run, we'll be back in a couple of hours."

"We've already got all the baked goods ready for the customers to pick up," Mr. Cake added "You just need to take them out of the ovens and place them in the proper bags."

Pinkie Pie nodded "Okay, goodbye Mom, goodbye Dad," then a sudden silence fell over Sugarcube Corner, as the young filly realized her mistake and gasped "Wait, no! I didn't mean it like that! What I meant to say was-"

But Mr. Cake gently sushed Pinkie Pie, he knew what was going on. "It's alright, come here and hug it all out," he instructed kindly. Pinkie Pie did so without hestiation, her mane and tail falling flat and her coat becoming darker in the process "There's a good filly." Mr. Cake said sweetly, as he and his wife patted Pinkie Pie, while the filly hugged them tightly as she sobbed and tears flowed freely from her cheeks.

"I miss them so much!" Pinkie Pie said in between sobs.

"We know, Pinkie. We know," Mrs. Cake said kindly "I'm sure they miss you too. Carrot and I are aren't trying to replace them, but you don't have to call us Mom and Dad if you don't want to, Mr. and Mrs. Cake are just fine."

"But, you two feel so much like family to me," Pinkie Pie confessed "It just feels right to call you Mom and Dad, even if you aren't my Mom and Dad. This is making me feel all loco in the coco, and not in a good sort of way."

"Well, if you miss them so much, why don't you write them a letter?" Mr. Cake suggested "Let them know how much you miss them, and how you feel about us."

"Do you think they'll feel jealous of the fact that I feel like you two are my second family?" Pinkie Pie asked nervously.

"Maybe a little bit," Mrs. Cake said honestly "But I think they'll be glad to hear from you all the same. Family is family, and no matter how far away you are, you'll always share a special bond that cannot be broken."

Pinkie Pie sniffled a bit, as the water works slowly began to cease. "Thanks," she said to Mr. and Mrs. Cake "I feel a little bit better now," then she nervously asked "Could I have a few tissues, please?"

"Certainly, my little Pinkie Pie, you didn't even have to ask." Mrs. Cake smiled.

"Wow, I had no idea she was hurtin' that bad when she first came here," Applejack spoke up, once Mrs. Cake had finished telling her story "When Pinkie Pie and I first met, it looked she couldn't stop smilin' no matter what happened. In fact, she helped me get over my folks deaths more than anypony else did. She was the one who taught me to look on the bright side and enjoy the life I had, 'cause it's what Ma and Pa would want."

"Well, time has a way of easing some wounds," Mrs. Cake commented "Some pains can dull or even fade away with time, but there are some wounds that never truly go away no matter what. It all depends on the kind of wound, and how it was inflicted. A pain brought on by personal loss heals differently from a pain caused by seperation, either by choice or by accident or misunderstanding."

"Heh, Granny Smith's always fond of sayin' stuff like that." Applejack said with a slight chuckle.

"What can I say, it's just something you pick up on as you get older," Mrs. Cake replied "Beside, learning how to heal wounds and make pain go away is part of what being a mother is all about."

"Same goes for being a father." Mr. Cake added.

"So, you've known Pinkie Pie even longer than I have. By any chance, did you ever get to meet her parents?" Applejack asked "I met her folks once, before I knew Pinkie Pie and I might be related. They seemed alright, but a little on the grumpy side. Then again, they said it themselves they were upset because they were goin' to lose the rock farm."

"Oh, Mr. and Mrs. Pie are quite nice," Mrs. Cake told Applejack "I think you and your family will get along nicely with them," then she smiled and chuckled a bit "You certainly can't have a meeting more akward than the one Carrot and I had when we met Mr. and Mrs. Pie for the first time."

"When was that?" Applejack asked.

"Oh, it was years and years ago," Mr. Cake explained "At the very least, it was before Princess Twilight moved to town. It's a long story though."

"Well, I got nowhere better to be right now," Applejack told the Cakes "I was goin' to go see Twilight and Spike and see how they celebrate Hearth's Warmin', but I figure that can wait until tomorrow when Pinkie and I stop by to drop off our presents before we leave," and with that, Applejack pulled up a chair "So, assumin' ya'll ain't too busy, I'd like to hear the story."

Mrs. Cake looked anxiously at her husband, as if she were worried about something. Mr. Cake quickly replied back with an unconcerned look and said "Relax, sugar plum, I can manage just fine on my own. I'll call if I need your help."

"Thanks, honey," Mrs. Cake replied, pecking her husband on the cheek "And don't forget to check on the twins from time to time, just to make sure they're alright."

"You didn't even have to ask." Mr. Cake nodded, and with that he disappeared into the kitchen, leaving Mrs. Cake with Applejack.

"Well, I'm waitin'," Applejack said to Mrs. Cake, trying not to sound too rude "This sounds like it's goin' to be quite the story."

"Indeed it is," Mrs. Cake replied, laughing a bit "It's most certainly a Hearth's Warming Carrot and I will never forget." And this is the story that Mrs. Cake told Applejack:

It had been about a year or two since Pinkie Pie had moved in with The Cakes, and by now she felt comfortable enough to occasionally call them Mom and Dad, though never in public. She still maintained regular contact with her first family though, writing several letters to them. She especially enjoyed exchanging rock candy necklaces with her sister Maud, whenever she could visit.

Even so, Mr. and Mrs. Cake couldn't help but notice that Pinkie Pie still sometimes felt homesick. On quite a few nights, especially as Hearth's Warming drew near, she would look out at the night sky from her bedroom window. She never said a word, but it was obvious to anyone watching what was on her mind.

Then, one morning, Pinkie Pie recieved the news she'd been waiting for weeks to hear! It all began when Mr. Cake went out to fetch the mail from Derpy.

Mr. Cake trotted into Sugarcube Corner through the front door, whistling a merry little tune to himself. In his hooves, he carried a huge stack of letters, but the stallion didn't seem to mind. He quickly placed them down on the counter, and began to sort through them, placing them into piles based on their content as well as who they were addressed to.

When he reached the bottom of the stack, Mr. Cake noticed one letter that was not addressed to either him or his wife. He knew at once who it was for. "Pinkie Pie, a letter came for you!" he called up.

In the blink of an eye, Pinkie Pie appeared before Mr. Cake in a blur of pink. "Ooh! What does it say?!" she asked eagerly.

"I don't know, I haven't opened it yet," Mr. Cake told her "I thought you would like to do the honors."

Pinkie Pie could barely contain her excitement, as she carefully ripped open the envelope the letter was in, sending shards of paper flying everywhere. At last, she pulled the letter out and read it outloud:

Dear Pinkamina Diane Pie,

I hope you're enjoying life with The Cakes. Your father and I miss you very much, and so do your sisters, Marble and Limestone.

How would you like to spend Hearth's Warming at the rock farm with us? Maud will be coming home from her rock studies to spend the holiday, and she's really looking forward to seeing her favorite sister again.

Feel free to invite Mr. and Mrs. Cake, your father and I would love to get the chance to meet them. From what you've told us, they sound like nice ponies.

Hope to hear from you soon,

Your loving mother: Cloudy "Sue" Quartz

As soon as Pinkie Pie had finished reading the letter, she knew she could no longer contain her excitement. Leaping into the air, she happily shouted "This is going to be the best Hearth's Warming EVER!" at the top of her lungs, and started bouncing around like a pinball, ricocheting off the walls and ceiling.

Mr. Cake blinked and rubbed his eyes, no matter how often Pinkie Pie did things that were seemingly impossible, he never fully got used to them. It seemed like every time he had Pinkie Pie figured out, she somehow managed to surprise him with something new.

"What's all the excitement about, dearie?" Mrs. Cake asked, rubbing a sleepy eye.

Pinkie Pie stopped bouncing, and with a smile that was so big it looked like it would fall right off her face she said to Mrs. Cake "You and Mr. Cake are going to spend Hearth's Warming with my family on their rock farm! Picture the most fun-tacular thing you can think of. Now multiply that times infinity! Whoo! It's gonna be great!"

"I'm sure it will be, Pinkie," Mrs. Cake smiled back "When do we leave?"

"Hearth's Warming Eve's not for a few days still," Pinkie Pie replied "That gives me just enough time to write a reply and let my mom know we're coming! I can't wait to see everypony again, it's going to be like a great big family reunion! Pies and Cakes, together under one roof! And the best part is, we'll get to exchange Hearth's Warming traditions! I know my family's going to love your traditions, and I think you'll like their traditions as well! Ooh, just thinking about all the fun we're gonna have is making me feel even more excited than normal! I'm gonna have to come up with a new word to describe how I feel!"

And Pinkie then bounced away to retrieve a quill, a letter, an envelope to stuff in, and a stamp (Pinkie Pie had once forgotten to put a stamp on her letter, and it had not been delivered, since then she'd built up a stamp collection to ensure she would never run out of stamps, or forget to include one on her letters).

Mr. and Mrs. Cake were excited as well, though not quite as excited as Pinkie Pie. However, at the same time they couldn't help but feel nervous. Pinkie Pie clearly wanted them to get along perfectly with her parents and her sisters, but they only had Pinkie Pie's words to go on for what they were like. And there was no way to know for sure how accurate Pinkie Pie was when talking about her family, it was possible that her love for them might have caused her to overlook certain spots that others might find odd.

But Mr. and Mrs. Cake were determined to do their best to befriend the Pies, because it was obvious Pinkie Pie wanted them to get along.

The next few days passed in the blink of an eye, at least for Mr. and Mrs. Cake. Soon, Hearth's Warming Eve was upon them. Mr. and Mrs. Cake woke up early that morning, and after a quick breakfast with Pinkie Pie, they were off to the train station.

The trip to Ponypalooza passed mostly in silence, though Pinkie Pie remained as excited as she had been since recieving the letter, and constantly kept talking about wonderful her family was. Mr. and Mrs. Cake tried to calm her down a little, and hint that it might take some time for everypony get to know to each other and become friends, but Pinkie Pie was far too excited to listen to a word they said.

At last, the train ride was over. And waiting on the platform for Pinke Pie and The Cakes, was an earth pony with a coat that could best be described as persian blueish gray. Her mane and tail looked like Pinkie Pie's whenever they went flat, except this mare's mane and tail were colored a grayish blue violet, which matched her eye shadow. Her eyes were a light turquoise in color, but reflected no emotion. Her cutie mark (assuming she had one) was hidden from view by a blueish-green tunic with a dull brown stripe across the chest area.

Pinkie Pie recognized the mare at once, with a squeal she raced over and embraced the mare while happily shouting "Maud! Oh, I'm so glad you've come home for the holiday!"

"I'm so excited to see you, Pinkie Pie," Maud said in a tone that sounded flat and emotionless "And you too, Mr. and Mrs. Cake. Pinkie Pie has told me a lot about you both."

"What does she say about us?" Mr. Cake reluctantly asked.

"She just loves singing your praises," Maud replied "I think it's obvious she loves you both very much. And that's good enough for me, I'm happy to consider you honorary family." Mr. and Mrs. Cake smiled, at least one Pie family member already accepted them.

"How's school going?" Pinkie Pie asked Maud, as she and The Cakes followed Maud from the train station out into the snow covered country side.

"Let's just say, if you thought quartz was high on the Mohs hardness scale, wait 'til I tell you about corundum," Maud replied "It's a lot of work, but I'm learning so much. I can identify fault lines, even when there's no evidence on the surface. I can't wait 'til I can go away to study for my rocktorate."

"Here we are." Maud said at last, as she approached a small farm all decked out in Hearth's Warming decorations, at least on the exterior. Emerging from the house were a series of four earth ponies. One stallion, and three mares.

"Come on, everypony! Meet my super-mega-fun-derful family!" Pinkie Pie said eagerly, as she pushed The Cakes forward "Everypony, meet everypony!"

The first pony to speak, was the moderate amber coated stallion with a two tone gray mane and tail alternatively styled bushy (for the mane) and straight (for the tail), eyes the most brilliant shade of amber, a cutie mark depicting a pickax, a black stenson hat, and a gray collar with a black tie. "Greetings to you all, esteemed guests," he greeted "I am Igneous 'Clyde' Rock Pie, son of Feldspar Granite Pie."

"You will know me as Cloudy 'Sue' Quartz." said the mare who had a light cobalt bluish gray coat, eyes a peaceful light arctic blue, a grayish opal mane and tail styled like a mop, a cutie mark depicting three rocks, yellow trim glasses with similarly colored beed chains, and a black scarf with white lines and a small gold locket underneath it.

The next mare to speak up had a bluish gray coat, an opalish gray mane and tail styled similarly to Maud's, eyes the same moderate amber as Igneous', and a cutie mark depicting a lime between two rocks. "Gaze into the eyes of Limestone Pie," she declared in a growly voice "Ma and Pa may own this rock farm, but I keep it running. Cross me and you'll be sorry."

"Now, Limestone, you know that's no way to talk to honored guests," Igneous lectured, then he said to Mr. and Mrs. Cake "I apologize for my eldest daughter's outburst, she is fiercely protective of this farm. Just stay away from her mine, and you shouldn't run into any trouble with her. She's usually fairly sweet."

"Don't forget about Houlder's Boulder!" Limestone demanded.

"Aye aye, Captain Grumpy!" Pinkie Pie spoke up, and then she sighed "Everypony stay away from Holder's Boulder. There, are you happy now?"

"Yes indeed." Limestone nodded and said nothing more.

Just then, Mrs. Cake noticed the only mare who had yet to speak up trying to slip away unnoticed. Said mare had a turquoiseish gray coat that looked like it would blend in perfectly with the boulders and rocks on the farm, a dark gray mane with lighter gray streaks, grayish violet eyes (with the right eye hidden behind the mane), and a cutie mark depicting three purple marbles. "And you must be—" Mrs. Cake began.

Pinkie Pie, noticing the mare slipping away, immediately raced forward and grabbed her lightly before she could escape. "This is Marble Pie, my baby sister who's only a few minutes younger than me but she'll always be a baby to me, isn't that right?" she declared, hugging Marble tightly "She's so excited to meet everypony! Oh, and she wishes you all a happy Hearth's Warming!"

However, Marble didn't say anything. Pinkie Pie had to literally nudge her with a hoof in order to get her to say "Mm-hmm." ever so softly.

"Pinkamina's always been the one to do the talking for Marble," Cloudy told Mr. and Mrs. Cake "It takes a while for her to come out of her shell with strangers."

"We noticed." Mr. Cake replied.

"Speaking of talking, you seem to be speaking a lot differently from how Pinkie Pie said you usually do with strangers," Mrs. Cake added "What's up with that?"

"We use such old language around strangers, or when in mixed or polite company," Igneous explained "However, you are our honored guests, and practically honorary family members already. Therefore, we see no need to be so overly formal."

A second later, Pinkie Pie whistled, attracting everypony's attention. "Attention!" she shouted.

Limestone was furious when she saw where it was that Pinkie Pie was standing "Hey! What did I just say about the boulder?!" she demanded.

"I'll just be a second," Pinkie Pie replied "Everypony get settled in! We've got a lot of fun things to do this Hearth's Warming Eve!"

"Marble, please show our guests to their room," Igneous instructed "There's plenty of room for them upstairs."

"As you wish." Marble nodded softly, and led The Cakes away.

"So far, so good." The Cakes thought to themselves. Igneous and Cloudy seemed nice and welcoming, as did Marble (though that was hard to tell since she hadn't said much). Limestone seemed to be a bit on the grumpy side, but The Cakes were hopeful that would change with time.

Marble led Mr. and Mrs. Cake upstairs to a small bedroom with two sets of bunk beds, one on each side of the room. In between the two, the rays of the setting sun were reflected through a lone window.

"I hope you are comfortable with these arrangements," Marble spoke up, blowing her mane out of her right eye "If there's anything you need, feel free to ask. Dinner will be served shortly."

Mr. and Mrs. Cake were surprised to hear Marble speaking to them so comfortably when just a few minutes ago she had been hesitant to say anything.

"It normally takes a while for me to warm up to strangers, but you two seem friendly enough for me to let down my guard," Marble explained, as if though she'd sensed what they were about to say "We Pies each have our own special sixith sense that runs in the family. Mine gives me the ability to sense what others are thinking before they can say it, which is why I don't usually speak much. Actions always speak louder than words."

"Such impressive words of wisdom." Mr. Cake commented, he and his wife were impressed.

"Thank you," Marble nodded, then she added "Someday, I would like to become a farmer. Not a rock farmer like my parents, just a regular old farmer. I don't know what kind of regular farmer I want to be just yet though."

"Do you mind telling us why your oldest sister is so protective of that boulder?" Mrs. Cake asked Marble "It seems like just an ordinary boulder to me."

"Oh, it's no ordinary boulder," Marble said seriously "Our great-great-great-great-great-great-grandfather Holder Cobblestone – he found that boulder in a hallowed out dragon's nest, older than time itself! He built the family farm around it, even though it was just an ordinary rock. It's always brought us good luck, and it hasn't moved at all since the farm was built. Since Limestone is the oldest child of the family, it falls to her to carry on the Pie family tradition, even if she'd rather do something else with her life."

"Oh, the poor dear. That doesn't sound fun at all." Mrs. Cake commented, she and her husband now felt sorry for Limestone.

"Well, Limestone pretends not to care. And don't tell her or anypony else I told you about it," Marble cautioned "Limestone cares about our family just as much as the rest of us do, and looking after the rock farm is a big responsibility. That's why she's always so rough around the edges, she has to be tough to protect the farm, and everyone and everything on it." And with that, Marble let her mane fall back over her right eye, as she trotted down the stairs to the main floor.

Pinkie Pie came trotting happily up the stairs a few moments later. "Hope you're all settled in," she said eagerly, grinning from ear to ear "'Cause it's time for dinner! And guess who's hungry? Spoiler alert: It's me!"

Mr. and Mrs. Cake were hardly ones to question other ponies tastes when it came to food, after all lots of ponies seemed to have specific things they liked that other ponies thought were crazy.

However, being presented with what could be best described as rock soup was certainly not what The Cakes had in mind for a Hearth's Warming Eve dinner. The soup broth rested inside a series of small tins, with a single solid rock floating in the middle.

Much to the surprise of The Cakes, it seemed like all of the Pies (except for Pinkie Pie and Maud) consumed the rocks along with the soup broth. Considering the fact that they had expecting hot rolls and double-baked pot pie, the idea of eating rocks and drinking soup broth didn't exactly sound appealing to either of The Cakes, though they didn't dare say it outloud for fear of sounding inconsiderate.

"What's the matter?" Pinkie Pie asked "You two have barely touched your rock soup. Eat up, or we'll never get to our Hearth's Warming Dolls to hang over the fireplace."

"We were just... expecting something a little different, that's all," Mr. Cake said nervously "Rock soup is a bit... different from what we usually eat."

Limestone chuckled "Rock soup is a Pie family speciality, we've always had it for Hearth's Warming Eve dinner. Trust me, it's a bit of an accquired taste, but in time you'll wonder how you ever lived without it. Besides, it's good for the teeth." She emphasized this point by chomping down hard on the rock in her soup. Where one would expect her teeth to break into tiny pieces, Limestone's teeth remain completely intact and did not move, as she grounded the rock up into small chunks and ate said chunks.

"You do not have to eat the rocks if you don't want to," Cloudy offered kindly "Most guests usually just drink up the broth of the soup and leave the rocks behind. We always find good use for the uneaten rocks though."

"Like what?" Mrs. Cake asked.

"We make fine rock gardens out of the uneaten rocks," Maud explained in her deadpan voice "Some of Boulder's cousins come from said gardens."

"Go ahead and eat up, there's no hurry," Igneous told them "For Hearth's Warming Day dinner tomorrow, we would be honored to have you help us prepare a more traditional meal. Though, while I prefer not to brag, my darling Cloudy is quite skilled in the kitchen."

"Goodness knows how many new family recipes I've invented over the years." Cloudy chuckled.

Despite the ressuarance from their guests, Mr. and Mrs. Cake did not eat much of their rock soup. And they were glad when dinner was over. They were looking forward to the Hearth's Warming Dolls, those were always fun.

When dinner was over, and all the tins had been washed and put away, the Pie family lead the Cakes outside and down to a mine that stood next to an entrance to a series of crystal caves.

"Where are the Hearth's Warming Dolls?" Mrs. Cake asked.

"Our ancestors were too poor to afford the traditional crocheted dolls you pass down in your families," Limestone explained, as she tossed Mr. and Mrs. Cake a pair of pickaxes "So they carved their Hearth's Warming Dolls out of rocks. Since then, we've always carved new dolls every Hearth's Warming from the rocks on our farm. It's part of our tradition."

"Everything is so rock based here," Mr. Cake commented "It's a little unusual, even for a family of rock farmers."

Limestone chuckled "Well, how else would we do it? Now come on, those dolls aren't carve themselves!" And with that, she set to work on carving out her own Hearth's Warming Doll, as did the rest of the Pies.

But Mr. and Mrs. Cake were more than a little reluctant to start doing the same. They had already brought their own Hearth's Warming Dolls, and had even brought one they'd gotten for Pinkie Pie last Hearth's Warming. Said dolls were stored away in the trunk Mrs. Cake had brought with her and tucked away n the guest bedroom upstairs.

"Maybe we should just tell them we already have our Hearth's Warming Dolls," Mrs. Cake whispered to her husband "I'm sure they'll understand."

Mr. Cake shook his head "We are their honored guests, and I think it's important we show respect for their traditions even if we don't agree with them. If they carve their dolls out of rocks and expect us to do the same, who are we to disagree? Besides, look how happy Pinkie Pie is."

Pinkie Pie was happily chipping away at her rock at a pace unmatched by any of her sisters, or either of her parents. "Come on, slow pokes!" she called eagerly.

"We'll just carve out the dolls and hang our crocheted ones next to them on the fireplace." Mr. Cake suggested.

"Well, alright I guess," Mrs. Cake shrugged "I wish Pinkie Pie had told us sooner about this, I wouldn't have packed our crocheted dolls if I'd known about this."

Despite not being used to wielding pickaxes, The Cakes didn't have too much trouble carving out their own dolls from the rocks they were given. And they had to admit, the dolls didn't look half bad.

After the rock dolls were hung up above the fireplace as tradition dictated, it was time for the flag raising. And Pinkie Pie was all too eager to explain how her family always did it. " As everypony knows, when the three tribes united to form Equestria, the first flag was sewn by Nimble Thimble. It's tradition to raise a flag on Hearth's Warming to celebrate that famous day. Tradition dictates it goes on the highest point, but since we don't have a flagpole, we use Houlder's Bolder."

"Make sure you don't plant the flag too hard," Limestone cautioned "Houlder's Bolder is very old."

Pinkie Pie appeared to ignore Limestone's comment as she went on explaining how the flag raising tradition worked on the Pie family rock farm. "Earlier today, Limestone Pie hid an obsidian stone somewhere on the farm. Whoever finds it gets to raise the flag up Houlder's Boulder!"

"Beg pardon, but what's an obsidian stone?" Mr. Cake asked.

"It looks like something that formed when volcanic lava cooled quickly." Maud explained.

"Oh," Mr. Cake realized, then under his breath he added "I knew that."

"Now, we'll split into teams," Limestone spoke up "Pinkie Pie, do the honors."

"Aye aye, Limestone!" Pinkie Pie replied "You and Marble can team up with Mr. and Mrs. Cake for Team One, and Maud and I will team up with Mom and Dad for Team Two. On your marks, get set, go!" And before anypony could say anything, Pinkie Pie had already taken off.

Mr. and Mrs. Cake tried their best to search for the hidden obsidian stone, but since they didn't know the rock farm very well they knew the odds were against them. They didn't mind that too much, they figured they could use the opportunity to get to know Limestone better, and maybe even learn a bit more about the Pie family rock farm.

"So, what's it like growing up on a rock farm?" Mrs. Cake asked Limestone.

"It's... different," Limestone replied, a hint of regret buried in her tone of voice "I remember when I was the only sibling on the rock farm, Ma and Pa spent a lot of time fawning over me, though they also made it perfectly clear they expected me to follow in their hoofsteps. After Maud was born things started to change, I tried to interact with her but she always knew more about rocks then I did. I was actually surprised when she said she wanted to leave the rock farm and study rocks all over Equestria, Ma and Pa were surprised as well. Then came Pinkie and Marble, right from birth Pinkie was always a hoofful, never staying in one place for really long. Marble seemed to really grow attached to me for some reason, especially after Pinkie started fawning over Maud. It really pained me when I learned that both of my new sisters also had dreams that would take them beyond the rock farm."

"What exactly is your dream?" Mr. Cake asked Limestone, pretending he and his wife had no prior knowledge of Limestone's discontent with rock farm life.

"Truth be told, I've always wanted to open my very own mine," Limestone told Mr. Cake "As a filly, I loved to explore the crystal mines beneath the farm, there was always something magical about the place," she chuckled a bit "I remember the time when Pinkie thought it would be a good idea to play hide and go seek in those mines and make herself the seeker. That's when we all learned that Marble is a hide and go seek master."

"Tell them about the time we learned of the Pairing Stone!" Marble encouraged.

"The Pairing Stone?" Mr. and Mrs. Cake asked, such a thing sounded like it belonged in a fairy tale book.

"Mm-hmm." Marble nodded.

"It's a magical stone that the Pie family has used for generations to find their soulmates," Limestone explained "It's how Ma and Pa met each other. It rests deep inside the crystal mines, when the time is right you approach it and place your right hoof on it. Then you follow the electrical current that flows through your body until it stops, and that's when you know you've found the pony you're destined to be with for the rest of your life."

"What if it leads you to a non-pony?" Mr. Cake asked "What happens then?"

Limestone paused, and put a hoof to her chin "I'm... not really sure. As far as I know, that's never happened before. You'll probably have to ask Ma and Pa about that, they know more about the Pairing Stone then I do."

Just then, from inside the Crystal Mines, the familiar energetic voice of Pinkie Pie shouted out "Found it, found it, found it!" And she raced out of the mine, holding a crudely drawn picture of an obsidian stone in her mouth.

Mr. and Mrs. Cake were confused "I thought we were looking for a real stone?" Mrs. Cake spoke up.

"Usually we do, but for newcomers we always use a picture instead of the real thing," Limestone explained "Once you know your way around the rock farm, it's easier to spot the actual stone."

"Ooh! Do you know what this means?" Pinkie Pie asked "I get to raise the flag!" and she raced away to do just that.

"Boulder actually found the picture first, but he said it would be best to let Pinkie Pie have the victory instead," Maud said in a deadpan tone, as she petted her pet rock "I think he likes you both, he's heard good things about you from Pinkie Pie."

Evening soon came, and as the sun set quickly in the distance, Mr. and Mrs. Cake prepared themselves for bed.

"Pinkie certainly has an.... interesting family." Mrs. Cake commented.

"I can see why she may have left, though at the same time I can see why she missed them so much," Mr. Cake nodded in reply "Their Hearth's Warming traditions are quite different from our own. Not that there's anything wrong with that, they have their traditions and we have ours."

"True, but I don't know if I'll ever be able to get used to having only rock soup for dinner and making dolls out of rocks," Mrs. Cake said with concern "I think for all future Hearth's Warmings, if the Pies invite us we'll politely decline and let Pinkie Pie visit them on her own. In fact, if she decides she wants to move back onto the rock farm and be with her family, I think we should let her."

"You really think she misses her family so much that she'll want to stay with them for years and years to come?" Mr. Cake asked.

"She clearly missed them even after she moved in with us," Mrs. Cake commented "And I can tell that this has been the happiest day of her life for a long time."

"But what about us?" Mr. Cake asked worriedly "I know this probably sounds selfish, but I can't imagine a life without Pinkie Pie. Even if she writes to us all the time, it will never be the same. She's so much like family to us she might as well be our adopted daughter. Sugarcube Corner always feels more lively with her around."

"I know, honey bun, and I feel the same way," Mrs. Cake said, as she put a hoof around her husband "But it's wrong of us to deny Pinkie Pie her happiness just for the sake of making us happy. And think about her parents and her sisters, how would they feel if we selfishly held onto their daughter even if she didn't want to stay with us?"

Mr. Cake sighed "You're right, Cup Cake dear. If Pinkie Pie is truly happy here, then we should respect her wishes and let her stay."

Despite a tear forming in her eye, Mrs. Cake said to her husband "If that happens, Carrot Cake, we'll find a way to move on. And who knows, maybe someday we'll cross paths with Pinkie Pie again."

"We can worry more about that in the morning," Mr. Cake whispered "For now, let's try to get some sleep. It's all up to Pinkie Pie to decide who she wants to stay with." And with that, Mr. and Mrs. Cake reluctantly went unhappily to sleep. The very thought of having to part with Pinkie Pie, even if it made her happier, was something they found hard to accept. The fact that they might have to say goodbye on Hearth's Warming Day of all days only made the pain even worse, pushing out any and all dreams they may have otherwise had about the fun and excitement of the Hearth's Warming holiday.

As daylight broke over the Pie family rock farm, the inhabitants were woken up by the cheerful chants of Pinkie Pie. "Yay, it's Hearth's Warming! It's Hearth's Warming!" she cheered, bouncing here, there, and everywhere with a massive smile on her face.

Mr. and Mrs. Cake tried their best to put on a sincere smile for Pinkie Pie, even if by the day's end there was a good chance they would never see her again. That just meant they would have to make the most of the few hours they had left to spend with her.

Presents turned out to be a rather unexpected and eventful surprise when Mr. and Mrs. Cake learned that, overnight all the presents had been hidden away, and everypony had to take turns hunting for them.

Maud found her presents first, followed by Limestone, then Marble, then Pinkie Pie, then Igneous and Cloudy, and finally Mr. and Mrs. Cake. Presents were opened up in the same order.

Maud got some rock polish from Limestone, a tiny shirt for Boulder from Marble, a leash for Boulder from Pinkie Pie, Forty Two Shades of Granite from her parents, and some jelly beans from Mr. and Mrs. Cake. "Thank you all," she said in her flat voice "Boulder and I appreciate all the gifts you got us."

Limestone and Marble opened their presents without much fanfare, and Pinkie Pie allowed her parents to go ahead of her since she said she had "Something super duper special for Mr. and Mrs. Cake!" and raced off to go fetch it.

Pinkie Pie was thrilled with each of her presents, including confetti for her new party cannon she'd gotten as a gift from Maud on their last Pie Sisters Swap Day (or P.S.S.D as they often called). But it was the traditional crocheted doll from Mr. and Mrs. Cake that she loved best of all, especially when they told her it was hers to keep. "Oh thank you, thank you both so much!" she said, giving Mr. and Mrs. Cake a big hug "I'll always treasure this doll!"

Mr. and Mrs. Cake opened their presents last, and were plesently surprised at some of the gifts they recieved, including a cookbook from Igneous and Cloudy. "Feel free to try some of the recipes I highlighted," Cloudy suggested "I'm sure they'll be a big hit with your customers back in Ponyville."

"We will." Mr. and Mrs. Cake promised, and then they eyed the present Pinkie Pie had gotten for them. Whatever it was, it promised to be truly amazing if the bright wrapping paper and big red bow on the top was anything to go by. Time seemed to slow to a crawl, as Mr. and Mrs. Cake carefully ripped away the wrapping paper, and opened the box. What they saw made their mouths drop open in surprise, and their eyes widen to the size of dinner plates.

"Happy Hearth's Warming Mr. and Mrs. Cake!" Pinkie Pie shouted at the top of her lungs.

Mr. and Mrs. Cake could hardly believe their eyes, Pinkie Pie had managed to create rock like replicas of the two of them with a rock replica of Pinkie Pie standing in between them! "Did you make this all by yourself, Pinkie Pie?" Mrs. Cake asked.

Pinkie Pie nodded "It took forever to get it down to the exact details, but I just knew I had to do something extra special for the two of you! I didn't realize it until just a few weeks ago, but you guys are just as much family to me as my actual family!"

"So then, you're not going to return to your family rock farm?" Mr. Cake asked Pinkie Pie.

"Of course not," Pinkie Pie replied "I may still miss my Mom and Dad, and all my sisters, but I've come to learn that family is family no matter how far away you roam. I can always come back and visit whenever I really miss them, but you two are like a second family to me, I could never just up and leave you guys!"

Mr. and Mrs. Cake couldn't contain themselves, and they burst into tears of happiness, even the usually stotic Maud had to admit the scene was heart warming. "Oh, Pinkie Pie, that is the best Hearth's Warming present you could've ever gotten us! You really don't have to do this!" Mrs. Cake said "Carrot and I know how much you missed your family last Hearth's Warming."

"And now I've gotten the chance to see them again, and I'm going to make sure to come back and visit far more often!" Pinkie Pie insisted "But I left the rock farm for a reason, I knew in my heart that I would never be truly happy just staying on it forever. It may be my home, but my talent for making other ponies smile deserves to be spread to all of Equestria! You two are my second family, but I'll always still have my first family that I can stay in touch with and visit whenever I get really homesick."

Nothing more was said for a few minutes, as Mr. and Mrs. Cake shared a massive hug with Pinkie Pie and let their tears of happiness flow freely. This had truly been a Hearth's Warming to remember, for all the right reasons.

At last, Maud cleared her throat and announced "I would like to sing some of the Hearth's Warming carols I just wrote. The first one is about rocks. They're all about rocks," she then pulled out a piece of paper, and began to read the words written on it "Hearth's Warming is great. Like calcium silicate. What a wonderful day. As good as mica or clay."

"And ever since that Hearth's Warming, Carrot Cake and I have been good friends with the Pies," Mrs. Cake finished "In fact, just last Hearth's Warming we took Pound and Pumpkin Cake with us when we went to go see them. They had such a wonderful time, and so did everypony else."

Applejack was amazed at what she had just heard "Wow, that's quite the story you just told!" she exclaimed "I had no idea Pinkie Pie used to miss her folks so badly. She and I may be more related than I previously thought."

Mrs. Cake couldn't help but chuckle at Applejack's statement "Well, if you two are indeed fourth cousins, then that means you're connected to us as well. Pinkie Pie has always been like a daughter to us, and that hasn't changed even with Pound and Pumpkin Cake. Carrot and I were really worried that Pinkie would be jealous of the twins, but we were so glad to be proven wrong."

"Well, thanks for the story," Applejack said to Mrs. Cake "I really must be goin' now."

"Just remember to respect the Pie family's traditions when you visit them tomorrow," Mrs. Cake called "Oh, and make sure to tell Cloudy I said thanks for the cookbook."

"Will do." Applejack replied, and now that she no longer felt anxious about meeting Pinkie Pie's family for Hearth's Warming tomorrow, she set off happily to go find her potential distant cousin.

S5 E22: What About Discord (What If?)

It was a fine spring morning in Ponyville, the kind of day that would make anyone want to be out and about. And as it just so happened, two ponies were.

Twilight and Fluttershy were on their way back from a trip to the Smokey Mountains, in which they had helped to solve a friendship problem between two feuding families of earth ponies. It had taken quite a bit of work to get The Hooffields and The McColts to stop fighting, but Twilight and Fluttershy were confident that the two families had learned their lesson, and would work together to protect the natural beauty of the valley they'd settled in.

"It sure feels nice to get out of the castle and do something," Twilight said to Fluttershy "Thanks again for helping me get my nose out of the books. I suppose some problems can't be solved by logical reasoning alone."

"It's alright, Twilight, the ideas your book suggested weren't bad," Fluttershy replied kindly "The important thing is that together we were able to find the solution, and bring peace to that valley. Hopefully, next time we visit it, it'll be as beautiful as used to be."

Twilight couldn't help but chuckle "Seems like a lot of information about remote locations in Equestria is outdated, I think I'm going to have to have a chat with Princess Celestia about this."

"Well, we can worry about that later," Fluttershy reassured Twilight "For now, I just want to get back home to my animal friends and make sure they're alright. Would you like to join us, we were holding a book club meeting."

"You have a book club?" Twilight asked, to which Fluttershy nodded "Since when?"

Fluttershy chuckled a bit "For some time now. It especially helps pass the time in winter when there's not much to do except stay indoors and cuddle up with a good book."

"Well, I might stop by later on, just to see what that club is like," Twilight told Fluttershy "But right now, I need to get some reshelfing done and see if there are any other books with outdated information. Considering Equestria and Yakyakistan are now friends, there's bound to be a book or two that contains inaccurate information about the yaks."

However, as Twilight and Fluttershy were preparing to go their seperate ways, a voice shouted "Incoming!" Twilight and Fluttershy looked up, just in time to see Rainbow Dash zoom past overhead, followed closely by the reformed spirit of chaos, Discord.

Twilight was surprised "Discord racing Rainbow Dash, and he's losing? Either he's toying with her, or something's going on."

Twilight and Fluttershy kept their eyes pealed on the race, as Discord seemed to trailing Rainbow Dash considerably and not making much of an effort to catch up.

"Now I've seen everything!" Fluttershy exclaimed, as she observed the scene unfolding above her "Even if Discord's going easy on Rainbow Dash, he should have no trouble keeping up with her. But it's like he doesn't even care if he loses."

"I know, it's just like when I kept racing Rainbow Dash to avoid having to go back to my castle," Twilight observed "But what could Discord possibly be trying to avoid? He's Discord, almost nothing phases him."

"You don't think he's still a bit upset about inviting Tree Hugger to the Gala instead of him, do you?" Fluttershy asked "I figured he and Tree Hugger patched things up after he almost sent her to that other dimension."

"I doubt it," Twilight commented "And even if he was, that doesn't explain why he seems to be trying to lose on purpose. Rainbow Dash hates when others intentionally lose to her, she loves a good challenge."

"Maybe things are different here?" Fluttershy pondered "Perhaps she was just mad at you because she went easy on you, and still won? Here, she seems to be going all out."

"This has got to be a cleverly thought out trick by Discord," Twilight assumed "He's pretending to be weak to lure Rainbow Dash into a false sense of confidence, then at the last minute he's going to stop holding back and beat her." However, seconds passed with Discord making no effort to catch up to Rainbow Dash.

"Come on, slowpoke!" Rainbow Dash taunted "Give it your A-game!"

"I'll give it my A-game when I'm darn good and ready!" Discord replied "You wait and see."

"Yeah, well you'd better hurry up," Rainbow Dash called "I can see the finish line, this race will be over in a matter of seconds," and shortly after she had said that, Rainbow Dash sped across a series of clouds stretched out to look like a rope. "Yes, I won!" she boasted.

"Oh darn," Discord replied, sounding quite unconcerned "Well, racing was never my forte. I'm the spirit of chaos, not a Wonderbolt reserve member." then, he spotted Twilight and Fluttershy on the ground below.

Was it Twilight's imagination, or did Discord seem to suddenly freeze up upon seeing them?

Discord whispered something into Rainbow Dash's ear, and after a brief moment of concern, Rainbow Dash seemed to agree to whatever it was that Discord had just said. The two flew down in front of Twilight and Fluttershy, and said at the same time "Hello, Twilight. Hello, Fluttershy."

"Hello to you both," Fluttershy greeted "This is certainly an unexpected surprise."

"I'll say," Twilight said skeptically "Just what was that all about?"

"What was what all about?" Discord asked "I don't like playing the pronoun game, it gets too confusing too fast."

"I'm talking about the race you two just had," Twilight commented "It seemed rather one-sided to me, and not in Discord's favor."

"Oh, well... 'You win some, you lose some' as the foals always say," Discord shrugged "Besides, maybe I just didn't 'feel' like racing." Then he gasped, as if though he had not meant to say what he'd just said.

"What do you mean you didn't 'feel' like racing?" Twilight asked.

Discord quickly responded by saying "Oh, nothing. You know me, always one for a quick joke. Surely you'll find this hissterical," as Discord spoke that line he transformed into a snake "Get it, 'hiss'terical?"

Twilight and Fluttershy exchanged looks of confusion, as if though they were struggling to decide whether they were supposed to laugh.

Rainbow Dash seemed to look the same way, at least until Discord nudged her slightly. "Oh," she realized, and started laughing like crazy "I get it now! Good one, Discord!"

"I know, I amaze myself sometimes," Discord replied "Well, I'd love to stay and chat, but I think I'm going to go meet up with some of my other friends. Ta ta for now!" And with a snap of his talons, Discord disappeared before either Twilight or Fluttershy could say anything.

"What just happened?" Fluttershy wondered outloud "Discord seemed to be acting kind of funny. And not the 'ha ha' kind of funny."

"Oh, what do you two know?!" Rainbow Dash spoke up "Maybe you just don't get it because it's an inside joke and you had to be there."

"I got the punchline pretty easily," Twilight replied "Hardly seemed like an inside joke to me. But Discord has never been this easy to figure out, his jokes have always had some kind of deeper meaning or logic behind them. Now, it seems like he's losing his touch."

"Ah, he's just trying out a new style of comedy," Rainbow Dash told Twilight "I guess everypony's a critic these days."

"We weren't trying to be critics," Fluttershy protested "Even you seemed to think the joke wasn't funny, until Discord encouraged you otherwise."

Rainbow Dash started to break out in a nervous sweat upon being confronted with this. "Oh yeah, about that," she nervously chuckled "Well, I... uh...gotta go...water the plants. Yeah, that's it, water the plants!"

"But you don't grow any plants." Fluttershy observed.

"Well, I do now, and they'll droop if I don't water them regularly!" Rainbow Dash replied, and zoomed off importantly, producing a miniature boom.

"First Discord, and now Rainbow Dash. What has gotten into our friends?" Fluttershy wondered outloud.

"I don't know," Twilight replied "Maybe Rarity will know, she's always good at picking up on those tiny details that other ponies might not notice."

After briefly parting ways to drop their saddle bags off at home (much to Fluttershy's relief, as that meant no longer having to carry the really heavy ones loaded with books), Twilight and Fluttershy met back up to go to Carousel Boutique and talk to Rarity.

However, upon arriving at the boutique and entering, Twilight and Fluttershy were surprised to see Discord was already there, talking to Pinkie Pie, Applejack, and Rarity.

"Remember, not a word to Twilight, even if she asks," Discord said urgently, then he added "It needs to look convincing, or she'll never buy it."

"Never buy what?" Twilight asked, announcing her presence.

Despite the noticeable gasps from Pinkie Pie, Applejack, and Rarity, Discord slowly turned around and smiled at Twilight and Fluttershy "Oh, hello again," he greeted "We seem to be bumping into each other a lot today, I hope this isn't becoming a habbit."

"Not that I would mind it." Fluttershy whispered, blushing slightly. Nopony seemed to notice, and if they did they didn't acknowledge it.

"Just what were you all talking about a moment ago?" Twilight asked Discord "It sounded rather important."

"Oh, we weren't talking about anything important," Pinkie Pie insisted "Discord was just practicing some new jokes on us."

"Yes, jokes," Rarity chuckled somewhat nervously "That is exactly what he was talking about."

"Well, let's hear them." Twilight suggested.

"Uh, now is probably not the best time, he just started doin' them not too long ago." Applejack protested.

"Yeah, he needs more time to practice," Pinkie Pie added "They're kind of a work in progress at the moment."

"Yes indeedy," Discord spoke up "So, if you two wouldn't mind leaving so I can practice in peace, that would be lovely. The jokes only really work if you know the context of them."

"You think we wouldn't understand them?" Fluttershy asked "I've always found your jokes funny, Discord. Why would I not find these jokes funny?"

"I just told you why," Discord complained "Now shoo, go write a friendship report or tend to your animal friends, or whatever it is that you do when I'm not around. I'll tell the jokes to you both when I feel I'm darn good and ready."

"Discord, are you trying to keep something from the two of us?!" Twilight asked.

"Oh, and when have I ever done that?" Discord asked in reply "Do you not think I can be trusted, princess?"

"What?! What sort of nonsense question is that? I do think you can be trusted," Twilight insisted "At least most of the time."

"Aha! So you finally admit it!" Discord said angrily "You don't like me, you don't want to be my friend! You're only pretending to be nice to me so I won't turn on you and make you look like a failure in the eyes of Princess Celestia! The truth is, you hate me and always will!"

"That's not true!" Twilight replied "Don't go putting words in my mouth! We may have had our 'differences' in the past, but I truly consider you one of my friends. I may not always understand what you do, and that may frustrate me to no end, but I don't hate you for being you."

"Then, why do you feel like I'm trying to hide something from you?" Discord asked innocently "Friends trust each other, don't they?"

"They do," Twilight said to Discord "But they also can pick up on when a friend is trying to keep something hidden, and that's what you're doing now. Just tell me what it is that's troubling you, I'm sure I'll understand."

"No you won't!" Discord hissed "But I'll tell you what, I'll tell you what's troubling me, if you agree to do something for me."

"Like what?" Twilight asked.

"Oh, I don't know, how about giving me a whole day to do whatever I feel like and you promise not to get mad?" Discord suggested "Does that sound like a fair trade to you?"

"That's ridiculous, just tell me the truth!" Twilight insisted "Something's troubling you, and I can't help you if you won't tell me what it is!"

"Won't you please tell us?" Fluttershy pleaded "We're all friends, even if we don't always act like it. Friends always tell each other when something's wrong. That's part of the magic of friendship."

"Yeah, it's a lot better than pretending to laugh at your unfunny jokes." Pinkie Pie added.

"And havin' to lie through your teeth." Applejack said angrily.

"Not to mention putting us on the spot like this, and accusing Twilight without proof." Rarity scolded.

Finding himself being pressured on all sides by his friends, Discord began to panic. He'd gone to great lengths to keep this secret from Twilight, and he really didn't want to have to tell her now. "She couldn't possibly understand how I feel. No one could hope to understand how I feel, this is not something I should be capable of feeling." Without saying a word, and while trying to hold back tears, Discord vanished with a snap of his talons, leaving Twilight, Fluttershy, Pinkie Pie, Applejack, and Rarity all confused.

"What has gotten into Discord? I've never seen him so upsest before, it's scary." Fluttershy said nervously.

"It seems like this all started yesterday, while Fluttershy and I were solving a friendship problem in the Smokey Mountains," Twilight realized "At the least, it began sometime after Nightmare Night."

Pinkie Pie grinned "Ooh! Are you suggesting, time travel?!" she asked eagerly, having styled her mane and tail to look more bushy, while also having put on an orange jacket and a wristwatch.

"Absolutely not!" Twilight scolded "Time travel is too dangerous to be attempted for something like this! There's a reason why the only time travel spells are kept in the Starswirl The Bearded section of the Cantelort Archives."

Unknown to Twilight, somepony had overheard what she'd just said. "Yes, that's it!" the pony thought to itself "Time travel is just what I need for my scheme! Just you wait, Princess! You'll regret that you did not destroy me when you had the chance!"

"So then, how do you propose to find out what Discord is trying to keep secret?" Pinkie Pie asked.

"Simple," Twilight replied, and pointed a hoof to all her friends "The three of you are going to tell me, right here and now. That's not going to be a problem, is it?"

Pinkie Pie, Applejack, and Rarity all gupled. Rarity and Pinkie Pie then quickly nudged a reluctant Applejack forward, and lightly prodded her with their hooves. "I'm sorry, Twilight," Applejack nervously spoke up "But we can't tell you that."

"Yeah, Discord made us promise not to tell. A 'Pinkie Promise' in fact," Pinkie Pie admitted "And you know a 'Pinkie Promise' is never broken."

"You're sure you couldn't even give us a hint so we could figure it out on our own?" Fluttershy asked.

Rarity shook her head, as did Pinkie Pie and Applejack. "I'm afraid not, darlings. And it wouldn't surprise me if Discord made Rainbow Dash promise something similar."

"But-" Twilight protested.

"No buts, sugarcube," Applejack said somewhat angrily "You're not gettin' anythin' out of us! Our lips are sealed!"

"But there's no way Discord's going to tell us himself what he's trying to hide," Twilight complained "He always like to keep his true intentions hidden until he thinks the time is right."

"Then you'll just have to wait until Discord decides he's darn and good ready to tell you," Applejack replied "In the meantime, you'll just have to find somethin' else to occupy your attention."

"It's nice of you both to show such concern for Discord, but as you can see it is not needed," Rarity spoke up, as she kindly but firmly escorted Twilight and Fluttershy out of the boutique "Thank you for stopping by. Please come again on some other day when Discord is not around."

As it turned out, Rarity was right. Discord had made Rainbow Dash swear to secrecy as well. Twilight and Fluttershy tried to get some answers out of her, but she refused to provide any.

"I'm not going to break my promise to Discord just because the two of you want to know what's bothering him," Rainbow Dash said firmly "You wouldn't like it if he inserted himself into your business."

"But we're only trying to help," Fluttershy protested "Pretty please? It would just be our little secret if you blabbed."

"The answer is no! Now go away!" Rainbow Dash replied, and slammed the door to her house shut.

Reluctantly, Twilight and Fluttershy decided it was best not to further intrude. But the question of what was troubling Discord still weighed heavily on their minds as they returned to Twilight's castle.

"I just don't understand it," Twilight said to Fluttershy, as the two sat in their respective seats in the throne room "We're only gone for one day on a map mission, and when we come back Discord is acting completely out of character. Or, has he been like this before?"

Fluttershy shook her head "I've never seen Discord act like that ever before, not even after The Grand Galloping Gala. Even when he came to visit me for Hearth's Warming, he was acting like his usual chaotic self."

"Well, it's obvious that something's going on that Discord doesn't want us to know about," Twilight realized "But like it or not, we've got to find out what that something is. Even if it means we have to force our friends to break their promise."

"Twilight, we really shouldn't do that," Fluttershy said nervously "Remember how mad Pinkie Pie got the last time somepony broke a 'Pinkie Promise'?"

"I don't like it either, Fluttershy," Twilight replied reluctantly "But it's our only option. That is, unless the 'Pinkie Promise' isn't really a 'Pinkie Promise' and it's actually a spell that Discord put on our friends."

Fluttershy gasped "Twilight! Discord has done some pretty rotten things in the past, but you're accusing him of being downright evil! How could you think such a thing after you said you trust him?!"

"I really don't want to believe he'd put our friends under a spell, Fluttershy," Twilight said glumly "I really don't. But after what happened with Tirek, I don't really know what to believe anymore. I thought he had changed, and maybe he did. But he betrayed us and very nearly allowed Tirek to destroy all of Equestria. The fact that he was willing to send Tree Hugger to another dimension just because he was jealous, is proof that he doesn't always think things through and sometimes that makes him look like he's slidding back into his old ways. If he did place our friends under a spell, I doubt it was purely out of malicious intent. But there's only one way we'll know for sure."

"What are we going to do?" Fluttershy asked "We can't just make our friends break their promise, and if they are under a spell there's no way we can just tell them to snap out of it."

"There's only one thing I can think of that will even come close to working." Twilight told Fluttershy, and she whispered something into Fluttershy's ear.

"You really think that will work?" Fluttershy asked Twilight.

"With Discord, nothing is ever a gurantee one way or the other. But I'm ninenty-nine percent certain this will work," Twilight replied "Now, I just need to obtain the necessary potion from Zecora."

The next day, Rainbow Dash, Pinkie Pie, Applejack, and Rarity were all surprised when Twilight invited them over to the castle. Suspecting nothing, they had all agreed, and were soon seated in their respective seats. Fluttershy had joined them at Twilight's insistance.

"Wonder why Twilight wanted to meet with us all so soon after returning from the Smokey Mountains?" Rainbow Dash wondered outloud.

"Another map adventure, perhaps?" Rarity proposed "This time involving all six of us?"

Pinkie Pie quickly zoomed around the throne room, checking the rumps of each of her friends and finding nothing. "Nope, no glowing tushies here." she replied innocently.

"Well, it'd better be important," Applejack snorted "I've got important things I need to tend to back on the farm, it's my turn to check the trees to see how the apple crop is comin' along."

All eyes quickly fell on Fluttershy, who tried her best to ignore the intense stares coming from her friends. "Um, I know you're all probably eager to go do other things, but Twilight just needs your co-operation for a little bit longer." she said nervously.

A few seconds later, Twilight entered the throne room carrying a rather large vial containing an unknown liquid. "Good, you're all here!" she said eagerly, and passed out a series of five plastic cups.

"What's this all about, Twilight?" Rainbow Dash asked.

"Oh, it's nothing important," Twilight insisted, smiling wide "I just need you all to drink this potion so I can see whether or not Discord put a spell on you."

Applejack glared angrily at the cup placed in front of her, as it was filled up with the blue liquid from the vial. Then she angrily pushed it away and asked "What kind of fertilizer do you have your nose in, Twilight?!"

"I beg your pardon?!" Twilight replied.

"You honestly believe Discord would place us under a spell, and that we wouldn't know he was up to no good?" Rainbow Dash said to Twilight "You know, maybe Discord was right about you. Maybe you really don't trust him!"

"But I do trust him! I just needed to rule out the possibility of you being under some sort of spell to protect him," Twilight insisted "This was the only way I could break the spell if there was one."

"So then, why was I going to recieve a sample of the potion as well?" Fluttershy asked.

"You and Discord are really close, closer than any of us to knowing him on a personal level," Twilight explained "It was possible Discord might have subtletly influenced you without you knowing about it. Just drink the potion, and we'll see what happens."

Reluctantly, the five friends did so, and Twilight (alongside Spike) waited anxiously to see what sort of effect the potion might have. Seconds ticked by, then minutes, but nothing at all happened.

"So, does that answer your question now, Twilight?!" Applejack asked angrily "There was never any sort of spell!"

"Then the promise is legit," Twilight realized "But I'm afraid I'm going to have to ask you all to break that promise, now."

Pinkie Pie gasped "Twilight, you can't possibly be serious!"

"Oh, I'm serious all right!" Twilight replied "Discord is already on his way here, and if you won't tell me I'll have no choice but to ask him directly whether he likes it or not!"

"Twilight, Discord made us promise not to tell you! What part of that do you not understand?!" Applejack complained "What kind of friends do you think we'd be if we went back on our word now?!"

But at that moment, a familiar voice spoke up "Applejack, I appreciate your honesty, really I do. But you don't have to lie for me, I made no such agreement." In a flash of light, Discord appeared.

"Ah, Discord, nice of you to show up when expected for a change." Twilight commented.

"Well, you are quite persistant I'll give you that," Discord complained "If I had it my way, you wouldn't know at all. You'd be kept guessing until I decided to tell you."

"Discord, Twilight's sorry for being so pushy, but she's just trying to show her concern for your well being," Fluttershy spoke up "And I'm worried too, and so are the rest of our friends. Did you really think you could keep such a thing secret from just one or two of us and think we wouldn't find out?"

Discord sighed "I'm really losing my touch, you read me like an open book, Fluttershy. But I suppose that shouldn't surprise me after how long I've spent with you ponies."

"So, mind telling us what this is all about?" Spike asked "Sounds to me like someone's got something they've been trying to keep to themselves."

"Please, if you would be so kind," Fluttershy pleaded "We all promise not to judge you. No one's perfect, and we all make mistakes."

Discord looked all around, and saw the looks of genuine concern reflected on the faces of his friends. Admitting defeat, he reluctantly sighed and said "Oh, I hate it when you get like this. Now if I turn tail and run off, I'll feel guilty. Very well, I'll tell you but it's not gonna be pretty."

Discord had managed to make a giant couch appear just outside the throne room, and was currently laying on it while gazing absent-mindedly at the ceiling. Thanks to his magic, Twilight was dressed up like a traditional shrink, complete with the glases and the clipboard.

"Is this role playing really necessary?" Twilight asked "I'm not interested in playing mind games."

"Who said anything about mind games?" Discord replied "This just feels more natural, now go ahead and ask me. I'll tell you what you want to know, but you won't like it."

"I'll be the judge of that," Twilight declared, before she cleared her throat "So, when did this 'problem' first occur? And how long has it been going on?"

Discord sighed, and shrugged "Oh, perhaps for the better half of two months now I suppose. Then again, maybe it was even longer. Time flows differently when you're capable of visiting alternative dimensions and universes, before long you start to lose track of who's what and where's when."

"Stop trying to skirt around the issue, I want answers!" Twilight demanded "I can't help you if you won't tell me what's wrong."

"Patience, Princess, I'm just getting to the good part," Discord replied "Now, as I was saying, this has been going for the better half of two months. But I think the source of it stems back to when we defeated Lord Tirek."

"You mean Mr. Tall, Dark, and Ugly?" Spike commented "I'm glad he's back in Tartarus, it's where scum like him belongs! Good riddance, that's what I say!"

"Is this about the fact that you sided with Tirek until he stole your magic?" Fluttershy asked "It's been almost a year since that happened, and we've all forgiven you. In a way, sidding with Tirek ultimately worked out for the better, because it gave us the final key we needed to open that chest. And without the Rainbow Power, we never would've been able to defeat him."

"Besides," Spike added "We guys have our own special way of picking on things, I know that you doubt yourself sometimes."

Spike's comment caused a hint of anger to appear in Discord's eyes, glaring at Spike he hissed "Spike, I will only say this once. I have lived for millions of years, far longer than any pony or dragon. I've seen things that no ordinary eyes have seen, things that would drive lesser beings to madness. I've seen civilizations rise and fall in the blink of an eye. I've done terrible things, some of which I regret, and some of which I don't. So, do not presume to know me, because you don't!"

"So, why is it that you've only now started to feel guilty about betraying us to Tirek?" Twilight asked.

"Well, if you must know, it's because I got a letter," Discord said glumly "A letter from my mother to be precise."

"You never mentioned anything about family before," Fluttershy spoke up "When you came to visit me for Hearth's Warming, you said you had no family."

"Yes, well what I say then was true. From a certain point of view anyway," Discord admitted "My mother stopped speaking to me after I befriended you ponies, she said friendship was a sign of weakness and that I was betraying my entire race and true nature. I told her she was full of it, and from then on we stopped staying in touch. But then, just after the dawning of the new year, I got a letter from her. She said that she'd heard about how I sided with Tirek, and she couldn't be more proud of me for finally going back to my old ways. I was ready to shrug it all off and tell her the truth, until I read what she put down at the very end."

"What did she say exactly?" Twilight reluctantly asked.

Discord frowned "She said, she was looking forward to visting me, and that she knew it was only a matter of time before my natural chaotic nature led me to betray all of my friends. It happened with her, and it happened with my father. And it led me to wonder 'What if she's right?'. If I was a true friend, I never would've betrayed you all to Tirek, I would've sent him back to Tartarus right when we first met, and I'd have been the big hero. I know I should be better than that, but I betrayed our friendship simply for the sake of wanting to have power. So that's why I made our friends swear to secrecy and act like we were all buddy buddy, because the truth is we're not. I don't deserve friends like you, you're too good for me."

"Oh come now, wipe that frown off your face," Pinkie Pie encouraged kindly "Nopony's saying that."

"But it's true!" Discord protested "Even after I acted up at The Gala and almost sent an innocent pony to another dimension, you all forgave me and had a good laugh about the situation, when you should've turned me back to stone. What if Fluttershy hadn't talked sense into me? What if I had sent Tree Hugger away for good and been unable to bring her back? Would you still have forgiven me?"

"That's a big if, and one that we'd rather not dwell on," Rarity said nervously "What matters is that it didn't happen, and it was all's well that ends well."

"See, you're all too kind!" Discord said sadly, tears streaming down his face "What kind of friend I am to repay such kindness by throwing it all back in your faces and make it seem like it was all for naught?"

"Discord, you don't have to beat yourself about what happened with Tirek," Twilight spoke up "Tirek always prided himself on that silver tonuge of his. It is very much possible that, even if you had refused his offer, he would've found another way to get to you."

"But I betrayed our friendship, and my orders from Princess Celestia. I became a traitor!" Discord insisted.

"And yet it was by siding with Tirek that you were ultimately able to obtain the key to his defeat," Twilight reassured him "Plus, whatever her intentions were, Princess Celestia shouldn't have sent you off on your own to face Tirek. The important thing is, that he was defeated, and we all forgave you for what you did. If you were truly still as evil as you think you are, you wouldn't be feeling the way you are now. A monster like Tirek would think he'd done nothing wrong, the very fact that you feel regret for siding with him, proves that you are not like him."

"And whatever your problems with your mother are, as your friends we'll be more than willing to help. If you'll let us." Fluttershy added.

"Really? You'd all be willing to face my mother and tell her how wrong she is about me?" Discord asked "My mother is a creature that you really don't want to mess with. And I know what I'm talking about."

"What part of 'We're friends' don't you get?" Rainbow Dash replied.

"This is just the sort of thing that true friends do for each other." Applejack chimed in with a nod.

"But. But." Discord stutered, trying to think of a good counter-arguement.

"But nothing, silly!" Pinkie Pie grinned "We're here for you now, and we love you for who you are."

"You're not perfect, but then neither is anyone else." Fluttershy said with a smile.

"So, what do you say 'friend'?" Twilight asked "Are you going to let us in and help you out, or are you going to push us away?"

Discord was silent for a couple of moments, as he pondered everything he'd just been told. But then, at last, with a massive smile on his face he said "You truly ARE the best friends anyone could ever ask for. I can't believe it's taken me this long to realize that." And with that, Discord enveloped all of his friends in a massive group hug.

"I take it this means the next time we meet you, you'll be back to your usual chaotic self?" Twilight asked.

"Count on it!" Discord replied "You can try, but you'll never truly take the Discord out of Discord."

Author's Note

And so my third rewrite series draws to a close with a rewrite of an episode that most people agree was bland. Aside from this episode having a glaring case of "Protagonist centered morality", and being the second episode about jealousy in the same season, the original episode primarily suffered from unfunny running gags and visual jokes hand waved with the phrase "You had to be there."

The moral they were trying to teach was important, your friends don't always have to do everything with you and it's important to realize when you feel jealous. But the delivery makes it seem like the episode is justifying feeling jealous as long as you admit to it, and considering what jealousy can lead to, justifying it tends to be the start of a slippery slope that is impossible to climb back up.

At some point prior to this episode airing, John De Lancie alledgedly mentioned something about the keyword for this episode being "Mommy", but it seems that was either intentionally misleading or something from an earlier draft that got discarded. I decided to use that keyword for this rewrite, and address something that the show ultimatley left to the IDW comics, Discord's actions in "Twilight's Kingdom" and who was truly at fault.

I understand that this rewrite spoils "The Hooffields and McColts", and if it existed as an actual episode, it would switch epsiode numbers with "The Hooffields and McColts" so that would air before "What About Discord?" and thus the ending would not be spoiled.

"Newbie Dash" is definitely going to be rewritten in my fourth installment, which should be out by early to mid Feburary of next year assuming all goes well. It may be the shortest one of all though, since there's only a few episodes I know I want to rewrite. A rewrite of various IDW comics issues may come later in 2017, or it may come in 2018. In the meantime, check out my other fanfics and stay tuned, my next fanfic should hopefully be out by the end of next month.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
~~Princess Spike~~
~~Canterlot Boutique~~
~~Scare Master~~
~~Hearthbreakers (Bonus Chapter)~~
~~What About Discord?~~

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers

S4 E22: Testing, Testing, 1, 2, 3 (What If?) (Bonus Chapter)

It was a lovely spring day in Equestria, and nowhere was it felt more than in the classroom of Ponyville Elementary. The various colts and fillies shifted anxiously in their seats, waiting for the school bell to ring and signify the end of class for the day.

Cheerilee was well aware of this fact, which is why she was currently standing at her desk with a huge stack of papers. Quickly attracting the attention of her students, she spoke to them "I have finished grading the tests from last week," she told them, as she grabbed the papers off her desk "I understand that this test was a little bit 'tricky' for lack of a better term."

"Try impossible," Ruby Pinch complained "There was so much information about the founders of Equestria, and far too many questions about obscure facts that almost nopony knows about." The rest of the class silently nodded in approval.

Cheerilee frowned a bit, but tried not to let it show too much "Anyway, I'm going to give you all your tests back so that you can see how you did. Rememeber, we have another test tomorrow on the history of The Wonderbolts. That test should hopefully be a little easier, but it will count more towards you overall grade, so be sure to study hard."

One by one, Cheerilee hoofed back the tests to each of her students, allowing them to see just how bad (or good) they had done.

Silver Spoon couldn't help but grin from ear to ear when she got her test results back "Eighty five out of one hundred!" she boasted, flaunting the test in front of the other students "I knew I was smart, but I didn't think I was this smart!" The other colts and fillies didn't take much notice, they were too busy focusing on their own test results. Some of them were relieved to see that they had not done as poorly as they thought, while others were shocked at just how many they'd gotten wrong.

"Seventy five out of one hundred," Apple Bloom said to Sweetie Belle "I guess that's okay, but I was so sure I was gonna do better."

"Well, I only got seventy three out of one hundred," Sweetie Belle replied "Mom and Dad might be impressed, but I'm still going to study really hard because I know the next one's going to be tricky. What about you, Scootaloo?"

Scootaloo held up her test score to reveal that she had scored sixity eight out of one hundred "I thought I was prepared for this test," she said glumly "Apparently, I didn't study nearly enough. I know it's not failing, but I need to do better or I'm gonna fail the class!"

"But the next test is on the history of The Wonderbolts," Sweetie Belle commented "You should have no trouble acing that, especially since you hang out with Rainbow Dash all the time."

"I didn't think there was much to the history of The Wonderbolts," Scootaloo replied unhappily "And Rainbow Dash apparently didn't know much about them either until recently. I'm gonna fail the test tomorrow, and flunk Miss. Cheerilee's class!" And she banged her head down on her desk, just as the school bell rang to signal the end of class.

"Come on, Scootaloo," Apple Bloom said in a reassuring tone of voice "Applejack says tests aren't everythin' when it comes to education. So you bomb one test, you could always take a make-up or do some extra credit to boost your grade."

"The make-up doesn't help me if I don't even know half of the material it features!" Scootaloo complained, as she and her fellow Cutie Mark Crusaders left the school house "And Miss. Cheerilee says there's not many extra credit opportunities left. I'm barely scraping by as it is, I have to pass this test by least a whole grade higher than I usually do, or my grade's going to plummet right into the toilet."

"At least you actually passed your most recent test, blank flank," Diamond Tiara muttered, stumbling past while looking more angry than usual. She held up her test to reveal that she'd gotten a score of only sixity one out of one hundred "When Mother hears about this, she's going to yell at me even more than she normally does. And Father's probably going to ground me until I pass the next test."

"As if that matters, you're always getting good grades on your homework!" Scootaloo replied.

"Yeah, because Father or Randolph always helps me if I get stuck," Diamond Tiara explained "And I can't ask for their help on tests, Miss. Cheerilee won't allow it. Just like you, I have to get a decent grade on the upcoming test, or I'm probably going to have to attend summer school."

Scootaloo shuddered at the thought of having to attend summer school, especially if she was forced to attend with Diamond Tiara. Already, she could picture her days being filled with endless amounts of taunts such as "Blank flank", "Dodo", and "Scootaloser".

"Go ahead, rub in your victory as much as you want," Diamond Tiara said glumly "Have your laugh now, anything's better than putting up with Mother's yelling."

"Does your Mom always yell at you?" Apple Bloom asked, when she saw Diamond Tiara's face briefly twist itself into a look of fright.

Diamond Tiara appeared to consider answering the question, and opened her mouth to speak. But before she could say anything, a voice angrily shouted out "Diamond Dazzle Tiara!"

Diamond Tiara gulped "Gotta go, looks like I've already stayed out for too long." And she took off without saying another word, leaving the Cutie Mark Crusaders baffled as to what they had just witnessed.

After stopping for cupcakes at Sugarcube Corner, Scootaloo decided to part ways with her fellow crusaders.

"Where are you going, Scootaloo?" Sweetie Belle asked.

"I must be studying all wrong," Scootaloo replied, as she hopped onto her scooter and fastened her helmet "If anypony can help me figure out how to properly study for a test, it's got to be Princess Twilight. She should know all about what it feels like to freak out about tests."

"What makes you say that? I mean, Princess Twilight is pretty smart, but I don't think I've ever seen her get all 'freaked out' about tests." Apple Bloom told Scootaloo.

"Seriously?" Scootaloo said with a roll of her eyes "It's like you don't even know her at all. Rainbow Dash says Twilight's freak outs are so incredible that she even sings entire freak out arias about freaking out. And I think I've walked in on one or two."

"Couldn't you just ask your parents for help?" Sweetie Belle suggested "Didn't you say your Mom used to be with The Wonderbolts?"

"Back before she met my dad and settled down," Scootaloo explained "I tried asking her for help on the homework, but she didn't know much. And neither did Dad. Princess Twilight's my best shot, and I've wasted enough sitting here, talking about it!" And with that, as if to make herself heard, Scootaloo sped away as fast as her scooter's wheels and her wings would let her.

"Guess we'd better go our seperate ways as well," Apple Bloom said to Sweetie Belle, once the two of them were alone "Applejack and Big Macintosh are always breathin' down my neck about studyin' more often."

"Same here, but with Rarity," Sweetie Belle replied "I just hope Twilight can give Scootaloo the help she needs. And I wish there was more we could do to help her study."

Twilight had just finished reshelfing all the books inside The Golden Oaks Library, and had stepped outside for a breath of fresh air. "Such a glorious Spring day," she thought to herself "Maybe I should try to see if those flying lessons with Rainbow Dash are paying off. She said it's possible for my wings to cramp up if I don't occasionally stretch them out a little."

However, before Twilight could even think about trying to fly, Scootaloo came rolling up to her on her scooter. She was out of breath, and panting heavily. "Twilight... you have to... help me... study." Scootaloo said in between pants, taking a moment to wipe the sweat from her brows.

"Help you study for what?" Twilight asked Scootaloo.

"For a... test... at school... tomorrow." Scootaloo panted again.

"Well, once you've taken a moment to catch your breath, come on inside and tell me everything." Twilight suggested.

"Okay... will do." Scootaloo nodded, still panting. It did indeed take a moment for her to catch her breath, but once she did she felt a little bit better. Then, she made her way inside The Golden Oaks Library.

"Would you like some tea?" Twilight offered, holding out a tea cup with her magic.

"No way, tea is for three year olds who like to have tea parties with their dolls!" Scootaloo protested.

"Scootaloo, tea isn't just for tea parties," Twilight explained "I go to Zecora's all the time for tea, and we don't have tea parties. The same holds true for Fluttershy and Discord, and they do it every Tuesday."

"And your point is?" Scootaloo asked in a skeptical tone.

"Tea can have a very calming effect on the nervous system," Twilight told Scootaloo "Even one cup of non herbal tea can be just the sort of thing needed to help you unwind. It's not healthy to get wound up so tightly all the time. Trust me, I speak from experience."

Scootaloo shuddered a little. She could well remember what had happened the last time Twilight had gotten so wound up, and that was back when she was just a unicorn. The image of Twilight with her mane sticking up and looking neglected, coupled with the shrinking eyes and the creepy smile, still made Scootaloo feel uneasy. "Okay, I guess a cup of tea wouldn't hurt." she shrugged, and reluctantly accepted the cup. Sure enough, just as Twilight had said, she felt much more relaxed once she drank the tea.

Twilight smiled "Now then, you said you needed my help studying for a test at school?" she asked Scootaloo.

Scootaloo nodded "It's on the history of The Wonderbolts! I never would've guessed that they had so much history! And I really need to do well on this test, or I'm gonna flunk!"

"Scootaloo, tests are not the only way to measure student success, and one test alone isn't going to make or break your grade," Twilight said to Scootaloo "There's a reason why homework and projects are also given."

"I know that, and so does everypony!" Scootaloo complained "But I haven't been doing the greatest on my homework or projects either. I haven't been failing them or anything, but I keep making mistakes that cost me lots of points. If anypony can help me learn how to study to the point where I don't make them again, it's you! Please, you have to help me!"

"Well, I'll see what I can do," Twilight replied "But I can't promise my methods will gurantee success. The only way you'll know for sure my method works for you, is when you get the results of your test back. I learned from Rainbow Dash that not everypony learns the same way, so it's possible these methods may not work for you even though they worked for me."

"Of course they'll work, why wouldn't they?!" Scootaloo complained "Are you going to help me, or not?!"

"I'm just trying to warn you in advance, Scootaloo," Twilight explained "Now, if you're ready, let's begin our study session."

"Don't hold back on me, Twilight. Give me everything you've got!" Scootaloo insisted.

After spending a little bit of time setting up a makeshift classroom on the ground floor of the library (this included a desk for Scootlaoo, and a chalkboard), Twilight was ready to start. Using her magic, she pulled out an incredibly thick book and dropped it onto Scootaloo's desk with a thud. Scootaloo's mouth dropped open in shock.

"This is the most complete—" Twilight spoke up.

"And ginormous!" Scootaloo interrupted.

"—book on the history of the Wonderbolts," Twilight continued, smiling brightly "It contains all the information we'll need."

"Okay, I figured that much out," Scootaloo told Twilight, then she nervously asked "But, just how am I supposed to get what's in there into here?" she pointed a hoof to her noggin to emphasize her point "That's a lot of information to take in all at once."

"Don't worry, Scootaloo," Twilight said with a smile "With my handy-dandy study checklist, we should have no trouble getting at least some of that book's information into your brain. Hope you're ready."

"Oh, I am." Scootaloo replied.

"Good," Twilight said happily "Okay, first up, reading and highlighting."

Scootaloo quickly opened up the history book, grabbed a highlighter with her mouth, and set to work. All the while, Twilight trotted back and forth in front of her desk, explaining to her how the method worked " Reading and highlighting is the foundation of any good study method," she told Scootaloo "It's what allows the student to hone in and boil down on what's really important, separating the good from the bad, the wheat from the chaff, getting to the crux of things. History books never intentionally include information that's not required, but you don't always need to know everything about a topic to be able to understand it. Sometimes, you don't need to know all the background details about a topic or subject."

Twilight then waited patiently, until Scootaloo had set down the highlighter, before she picked up the book with her magic. "Okay, let's see what you've got so far!" she said eagerly, and began to scroll through the textbook. However, she was a bit surprised and disappointed at what she saw. "It seems you highlighted more than you were supposed to." she told Scootaloo.

"Sorry, Twilight," Scootaloo apologized "I tried my best, there was a lot of information. It was hard to tell what wasn't important."

"It's alright, Scootaloo," Twilight reassured her "At least you didn't use the highlighter to draw a sketch of me looking taller than I actually am."

"What?" Scootaloo asked.

Twilight quickly shook her head "It's nothing. Anyway, it would seem reading and highlighting isn't the best strategy for you. Not to worry though, now we move on to the good old history lecture!"

After placing the history book back on the shelf, Twilight moved the chalk board closer to Scootaloo's desk in preparation for the lecture. But when she prepared to sit down at her desk, she was snapped out of her lecturing mood by a faintly audiable "Pfft!" sound. Twilight got up, and noticed a whoopee cushion had been placed on her desk chair.

Scootaloo giggled a bit "Sorry, couldn't resist," she said with a chuckle "I didn't think you'd actually fall for it."

"I sure hope you don't waste all your class time playing pranks on the teacher, Scootaloo," Twilight replied, a hint of anger in her voice "The classroom is a place for learning, not a place for fooling around and acting like a clown."

"Oh, don't worry," Scootaloo said, chuckling a bit more "The only other pony I ever pranked was Diamond Tiara, and I got the loudest whoopee cushion I could find for her. You should've been there, I didn't think it was possible for a pony's cheeks to turn that red. Too bad Miss. Cheerilee found out, and made me apologize. It's not like I did anything really harmful. Besides, Diamond Tiara deserved it for making fun of my wings! She's lucky that's the worst I did to her!"

Twilight cleared her throat and changed the subject "Well, anyway, are you comfortable?" she asked Scootaloo.

"About as comfortable as I can be, I guess." Scootaloo replied.

Twilight beamed a bright smile at Scootaloo "Good. Now then, prepare to experience the magic of learning. Feel free to take notes, and don't worry, I'm not going to be one of those teachers that pulls a pop quiz right after the lecture."

"That's music to my ears." Scootaloo said, breathing a much needed sigh of relief. She quickly retrieved some looseleaf paper and a pencil, and began to jot down notes, as Twilight went into lecture mode.

"Prior to Luna's banishment, there was no need for any sort of protection for the princesses," Twilight began "The Earth, Unciorn, Pegasi, or E.U.P guard was not formed until after that faithful night 1,000 years ago. Because the two princesses wielded The Elements of Harmony, they were more than capable of protecting themselves from all threats. But after Luna's banishment, the Protective Pony Platoons were formed to protect the now vulnerable Princess Celestia."

Scootaloo jotted down notes as best she could, struggling to keep up.

Twilight just continued to lecture. "On the anniversary of the first Celestial year of peace, a celebration was held. Headed by General Firefly I, an elite team of aerial performers were chosen to help celebrate the occasion. The performance of those flyers was so full of energy, and so magically charged, that it could not be contained to the flyers themselves. Magical lightning showered down on the crowd. Everypony was so filled with amazement and wonder that General Firefly dubbed them 'the Wonderbolts'! And to this day, they have remained the greatest aerial performers in all of Cloudsdale! In time, other leaders such as General Flash, and Colonel Purple Dart would take over. And with each new leader, new elements were added. Changes were made, until The Wonderbolts became what they are today. And that, is a brief history of The Wonderbolts!"

Scootaloo had been listening eagerly the entire time, and when the lecture was finished, she clapped her hooves in applause. "You sure you're not secretly a former teacher from Canterlot or something?" she asked "Because you have all the makings of one, heck I think you could take Miss. Cheerilee's place in a heartbeat and nopony would mind. Not that I expect Miss. Cheerilee to retire or move anytime soon."

"Oh, I'm no teacher, at least not on a professional level," Twilight chuckled "But I'm glad you enjoyed my lecture. Did you make sure to take notes, those are always a big help in any lecture."

"I sure did, see for yourself!" Scootaloo nodded, and showed Twilight an entire page worth of notes.

Twilight was amazed "Wow, that's a lot more information than I thought you'd write down," she said to Scootaloo "You don't have to write every last detail, just key terms, phrases, and figures. But maybe my favorite style of learning can help you with that."

"And what would that be?" Scootaloo asked Twilight.

"Flashcards!" Twilight said eagerly.

"Oh, does that mean I'll learn in a flash?" Scootaloo teased.

Twilight laughed a little "One can only hope. I've prepared some cards on various Wonderbolts leaders and important moments in their history, I'll read them to you once, then I want you to repeat what I told you on the second run through. Understand?"

"Yes I do. Ready when you are." Scootaloo replied.

It took some time for Scootaloo to get the idea of the flash cards lecture down, but once she did she had very little trouble. Only a few cards tripped her up, and even then Twilight encouraged her not to give up. On the tenth run through of the cards, Scootaloo was able to get every single one of them correct.

Twilight smiled "Excellent job, Scootlaoo. I think you've gotten the hang of flash cards pretty well. So then, would you like to put my methods to the test?"

"How so?" Scootaloo asked.

"Well, I'll give you a mock quiz to do," Twilight explained "Just answer the questions as best you can, and then I'll tell you the results once I've looked over the quiz."

"Okay then, I'm ready!" Scootaloo said eagerly.

"Very well." Twilight replied, and after taking some time to come up with a convincing mock quiz, she placed it on Scootaloo's desk.

Scootaloo carefully looked over the questions and the answers provided, and selected the ones she thought sounded right in her head. At last, she answered the last question and said to Twilight "All done!"

Twilight picked up the mock quiz with her magic, and instructed Scootaloo to wait while said quiz was graded.

Several tense seconds passed, as Scootaloo waited anxiously for the results. "Oh please, please tell me I did good!" she thought to herself.

After about three minutes had passed, Twilight approached Scootaloo, and gave her the mock quiz again. Nervously, Scootaloo looked at the results, and frowned. "Sixty nine out of one hundred? That's only one better than my last test!"

"I'm sorry, Scootaloo," Twilight said in a somber tone "But it seems like there were quite a few instances where you second guessed yourself, even though you had the right answer."

"But! But I don't understand!" Scootaloo complained "I took notes and got the flash cards right in a couple of rounds! How could I have done so badly?! If that had been the actual test, my grade would be right at the failing level! And it would be all your fault!"

"My fault?! I'm the one helping you!" Twilight protested, before she realized she was getting mad and tried to calm herself down "Look, Scootaloo, blaiming me isn't going to solve anything. I'm sorry I couldn't help you as much as you would like, but it's like I told you earlier, my methods don't work for everypony."

"I'll say," Scootaloo remarked "Maybe your famous study methods aren't all they're cracked up to be, eh, teacher?!"

"I'll have you know that I've used these methods to study for many a test and passed!" Twilight told Scootaloo "But Rainbow Dash didn't click with my methods, yet she was able to pass her Wonderbolts Reserve exam."

"How?" Scootaloo asked.

"I wish I could explain it, Scootaloo," Twilight replied "But Rainbow Dash's method is something that it is difficult to put into words, at least for me. You're better off asking her yourself."

"Do you think Rainbow Dash's methods could work for me?" Scootaloo asked Twilight hopefully.

"I'm afraid I don't have an answer for that, Scootaloo," Twilight admitted "Just because my method didn't work doesn't automatically mean Rainbow Dash's method will work. What you need to do, is find whatever method of studying works best for you. Maybe Rainbow Dash's method is the answer to that, and maybe it isn't."

"Then, I'm on my own?" Scootaloo concluded.

"For now, I'm afraid so," Twilight replied "But if you feel like giving my methods another shot, or just want to ask me something, I'll be here."

"Thanks, Twilight," Scootaloo said, feeling a little bit better than when she had arrived "I'm sorry I yelled at you earlier, I didn't mean to make you upset. I just got really mad, you know."

"Oh, you don't have to apologize," Twilight insisted "That wasn't the first time my methods were insulted, and I get the feeling they won't be the last. Good luck finding Rainbow Dash though, I have no idea where she could be. She wasn't at her home when I stopped by, but that was hours ago."

"If you see her, do you promise to tell her I've been looking for her?" Scootaloo asked Twilight.

"Of course I can," Twilight said happily "Just don't stay out too late looking for her. You won't have me to hide behind, this time."

Scootaloo didn't reply, she was already too far away to hear. All she could focus on right now, was finding Rainbow Dash, and learning how she studied for tests.

"Now, if I were Rainbow Dash, where would I be on a day like today?" Scootaloo thought to herself, as she sped across town on her scooter. In fact, Scootaloo was going so fast, she didn't notice until too late that somepony was on the same path she was on. Scootaloo braked hard, but was unable to stop herself from crashing face first into Fluttershy's side.

"Oh my goodness," Fluttershy exclaimed "Are you alright, Scootaloo?"

It took a second for Scootaloo to regain her composure, but once she did she quickly rose to her feet and said "I'll live, nothing's broken."

"You were certainly in a hurry," Fluttershy remarked "What's the rush?"

"I'm looking for Rainbow Dash, I need to know how she studies for tests," Scootaloo replied "Can you help me find her, please?!"

"I'm sorry, Scootaloo, but I haven't seen Rainbow Dash all day." Fluttershy apologized.

Scootaloo's heart sank "Just great." she said sarcastically.

"Why do you need to know about Rainbow Dash's test studying methods so badly?" Fluttershy asked Scootaloo.

"Because I've got a test on the history of The Wonderbolts coming up tomorrow, and I need to do a good job or I'm gonna flunk my class and have to take summer school," Scootaloo said in one breath "I tried Twilight's methods, but they just didn't work for me, and I don't know what else to do!"

Much to Scootaloo's surprise, Fluttershy looked at her with a smile that would make Pinkie Pie proud and said "If you need help with studying, you should've come to see me. I don't study for tests the way most ponies do."

"You mean, you don't learn the Twilight way?" Scootaloo asked.

Fluttershy nodded "I prefer something a little more unconventional. But it's done wonders for me whenever I need to study. I'm sure it could do the same for you."

"Then teach it to me!" Scootaloo pleaded "Please, at this point I'm willing to try anything to pass that test! Anything short of cheating that is!"

Fluttershy led Scootaloo to a small stage in the park, the same stage that often saw musical performances from The Ponytones or the school choir. However, the performance beind held on the stage at the moment, was anything but musical. In fact, no sounds at all could be heard on the stage, except for the occasional chatter amongst the cast members.

"So, how does this work?" Scootaloo asked Fluttershy "I'm not learning anything right now."

"Patience, Scootaloo," Fluttershy replied and turned to Spike "Is everyone ready?"

"Ready and waiting, just give the word!" Spike instructed.

"Okay then, places everypony," Fluttershy said cheerfully, the performers did so without hesitation "Give the word, Spike." Fluttershy instructed.

"Action!" Spike shouted through a megaphone, and out trotted two pegasi that Scootaloo had never seen before. They each wore a headpiece that resembled the flowing manes of the two princesses of Equestria.

"This is the two royal pony sisters, Celestia and Luna, from back when they were happy," Fluttershy narrated to Scootaloo "But one faithful day, when Luna refused to lower the moon for the coming dawn, Celestia was forced to banish her to the moon."

The pegasus mare dressed as Princess Luna dramatically put a hoof to her head and shouted "Nooo!" as she was dragged off the stage.

Then, out trotted three more ponies. Scootaloo recognized them as Time Turner, Sparkler, and Derpy. "Those are-" Scootaloo realized.

"The E. U. P., helping to protect Princess Celestia," Fluttershy interrupted "The first Wonderbolts were recruited from the pegasi serving in this group. And that leads us to that faithful celebration of The First Year of Celestial Peace."

But before the play could progress, there was trouble. Part of Sparkler's costume got stuck on a nail sticking up from one of the floorboards. When she attempted to pull herself free, she ended up using a bit too much force and bumped straight into Time Turner. Time Turner lost his balance, and tried to grab hold of something to keep from falling. But all he managed to do, was grab hold of Derpy and drag her down with him. As a result, Derpy ended up bumping into some of the stage props, and in seconds a catastrophic chain reaction unfolded.

Luckly, nopony was hurt, but the performance had been ruined. The stage was now completely unuseable.

"Stop, stop, stop!" Scootaloo shouted "I barely learned anything from that performance before it was forced to end. It was aw—"

"Awesome!" Pinkie Pie interrupted, bouncing into view "I love a good show, even if this one didn't last very long. I give it three woohoo's! Woohoo, woohoo, woohoo! And an extra 'woo' for good measure! Woo!"

"Thanks for the compliment, Pinkie Pie," Fluttershy replied "It's just too bad it can't continue. But it'll take a long time to repair this stage."

"That's time I don't have," Scootaloo muttered "And as for that play, I just give a 'whoa, whoa, what?' I'm totally confused and I just wanna get out of here. Even if I can't find Rainbow Dash, at least I can spend the rest of my day studying at home."

But Pinkie Pie wasn't about to let Scootaloo leave "Whoa your woes there, woeful. Some ponies learn through theatrical presentation, but other ponies learn through musical intervention," she said cheerfully "And yours truly is one of them."

"You know the history of The Wonderbolts?" Scootaloo asked doubtfully.

"I've picked up a few things from some of my pegasi friends," Pinkie Pie explained "One of them's even a distant cousin of mine who used to fly with them. Now, you just sit back and relax, while I show you my method of studying. It'll blow your mind!" And she began to sing.

"So, do you get it now?" Pinkie Pie asked.

"I don't know," Scootaloo nervously admitted "For the most part, it seemed to sound like 'Wiki, wiki, wiki! General This and Colonel That, they're the Wonderbolts, something that rhymes with that!'"

"Maybe a reprise will help you get it down?" Pinkie Pie suggested "Sometimes, if you really want to learn this way, you've got to listen to the song more than once. It took me weeks to come up with this song, and it took even longer to get it set to the right beat."

"But I've gotta learn this stuff! Now!" Scootaloo complained "I'm sorry, Pinkie Pie, but your method only barely makes more sense than Fluttershy's method. No offense."

"None taken," Fluttershy replied "But there's plenty of other studying methods out there, I'm sure you'll find the right one for you."

"And I am just the pony to help!" Rarity boasted, appearing before Scootaloo dressed in an outfit that looked like it wouldn't be out of place in a marching band. "I think I know of a way that'll work like a charm!"

"Rarity, you look completely ridiculous!" Scootaloo giggled "Don't tell me you know about the history of The Wonderbolts as well?"

"Oh I do. Not enough to be an expert on the subject, mind you, but enough to where I think I can help you," Rarity replied "Want to give my method a shot?"

"Well, why not?" Scootaloo said with a sigh "It's better than wasting my time looking for somepony that might not even be around."

"I am going to ignore that comment out of my desire to help you," Rarity told Scootaloo "Now, follow me."

Rarity led Scootaloo to Carousel Boutique, much to Scootaloo's displeasure. She had nothing against the place, and didn't mind wearing a dress when the occasion called for it, but fashion was not something she was into.

"Get ready, Scootaloo," Rarity said eagerly "For I am going to take you on an historical adventure in fashion!"

"Hey, I thought you said you were going to teach me about the history of The Wonderbolts?!" Scootaloo complained "What does that have to do with fashion?!"

"It's actually quite simple, Scootaloo. If you would allow me to explain," Rarity replied "I am simply showing off my preferred method of learning. I find it helps that whenever there's something you need to learn, start from an area or aspect that interests you, and go from there. In this case, since I am majorly into fashion, I have used it as a starting point. I have done some research into the historical outfits of past Wonderbolts leaders, including their founder, General Firefly I. And from there, I have looked into anything that stands out about the outfits. For example, right now I am modeling the rather unattractive, and frankly itchy, original Wonderbolts flying costume. Back then, this is the best they could do."

"Why is that?" Scootaloo asked Rarity "Why would anypony wear something so itchy?"

"Because, Scootaloo, higher quality fabrics could only be imported from overseas at a great cost," Rarity explained "And unfortunately, when the Wonderbolts were just starting out, they operated on a shoestring budget. It was only as their impressive aerial performances attracted more attention, that The Wonderbolts were given the budget needed to upgrade. Thanks to the vision of Flair d'Mare, the Wonderbolts ensemble became more streamlined in a wonderfully breathable fabric. Of course, there were fashion hits... and misses. Just look at those dreadful bell-bottoms, I can easily see why this style did not last long after General Flash's departure."

"I dunno. I bet General Flash rocked these thangs!" Pinkie Pie exclaimed.

Scootaloo was shocked, and nearly jumped in surprise "Pinkie, you're real!" she exclaimed "I'm under attack from fashion models!"

"Whoa, whoa, calm down," Rarity said to Scootaloo "I apologize if Pinkie Pie startled you, but I needed some models for the various outfits of the famous generals, and Pinkie Pie was one of the only ponies available on such short notice."

"I don't think I like this method very much," Scootaloo said nervously "It's too much to take in all at once! It's too much for my eyes!"

"Now, don't you fret, sugarcube," Applejack spoke up, taking off her outfit "No offense to Rarity, but this whole fashion show nonsense wouldn't help me learn anythin' either."

"Really? Well, what special study trick do you have, Applejack?" Scootaloo asked.

"Who, me? Oh, I got nothin'," Applejack admitted, as she led Scootaloo outside "The way I see it, you can study as much you like, but the only true way you learn is through experience. I could tell you all there is now about a variety of things, farmin', history, you name it. But I picked all that up through years of obeservation and experience. Tests aren't a bad thing, but they ain't the best way to determine if ponies know enough about a subject or not."

"Have you seen Rainbow Dash at all?" Scootaloo asked Applejack.

"Sorry, I'm afraid I haven't." Applejack replied.

Then, to the surprise of everypony present, Scootaloo sighed and said glumly "Then, I might as well just head home and try to study a little more while I still can. Maybe if I'm lucky, I'll at least get enough to pass. I appreciate your help, everypony, but none of your methods work for me."

"Scootaloo, wait!" Rarity, Applejack, Pinkie Pie, Fluttershy, and Twilight called (Fluttershy and Twilight had both been brought in to serve as fashion models for Rarity's history tour), but it was too late, Scootaloo was gone!

"Maybe my Mom will still remember a thing or two from when she was with The Wonderbolts," Scootaloo thought to herself, as she sped home "At the very least, I can see if she has any sort of method she uses to help her study. It can't be any worse than any of the other methods I've tried so far. I just wish I knew how Rainbow Dash studies, and whether or not it worked for me."

"Hey, squirt," a familiar voice called out, breaking Scootaloo out of her unhappy thoughts "Heard you've been looking for me." Just a second later, Rainbow Dash touched down lightly in front of Scootaloo, who skidded to a halt to avoid crashing into her honorary big sister.

"Rainbow Dash? Where have you been all day?!" Scootaloo asked impatiently "Nopony knew where you were, I'd given up on trying to find you."

"Sorry, Scootaloo," Rainbow Dash apologized "Something came up at work on short notice, I didn't have time to leave a note. Luckly, I got it all straightened out. Now, what's with the long face? You know I don't like seeing you all down in the dumps."

"It's nothing," Scootaloo replied glumly "Nothing you could help with me anyway."

"Are you sure about that, Scootaloo?" Rainbow Dash asked.

"I'm pretty sure." Scootaloo reluctantly nodded.

"Well, how do I know that's the case if you won't tell me what's bugging you?" Rainbow Dash asked kindly "I just want to help you out, that's what sisters do."

"I'm beyond help at this point, I've tried everything," Scootaloo complained "I'm never gonna pass that test tomorrow. I'm going to flunk the class."

"Test? What test?" Rainbow Dash asked Scootaloo.

"A test on the history of The Wonderbolts," Scootaloo explained "I've tried every study method there is, and not one of them's worked for me. I thought maybe you might have some kind of trick to studying, but at this point I don't think even you could help me. If even Twilight and Rarity's methods can't help me, then whatever way I learn is a way that can't help me pass my test."

"So you're going to just give up?!" Rainbow Dash remarked.

"It's not like I have much of a choice, I don't know what else to do." Scootaloo said sadly.

Rainbow Dash lost patience "Scootaloo, I've been where you are, and I know how it feels when you can't seem to learn what you need to pass a test. But giving up is never an acceptable option! Do you want to know how I passed my Wonderbolts Reserve entrance exam? My friends helped me find a method that worked best for me, and never once did they give up on me and deem me a lost cause!"

"But I've tried every kind of studying," Scootaloo complained "Nothing's worked."

"So, you haven't given my method a shot yet," Rainbow Dash replied "My method's a little tough to explain, but I'm confident it'll help you out if you give it a try."

"Go ahead and try your best, it won't make a difference." Scootaloo said glumly.

Rainbow Dash smiled "Oh, I think it will. Now, let me tell you what I want you to do. In a little bit, I want you to meet me at Sugarcube Corner. Once you're there, I'll ask you some questions, and I think you'll be pleasantly surprised at what you remember. So, how about it, kid? Want to give the Rainbow Dash method an honest attempt?"

"Well, why not. It's not like I've got anything left to lose." Scootaloo shrugged.

"Trust me, this will work," Rainbow Dash replied "Now, I need to get everything set up. When I come back, you can head to Sugarcube Corner, okay?"

"Okay." Scootaloo nodded, and she watched as Rainbow Dash disappeared in a blur of rainbow light.

A little later, Rainbow Dash returned, smiling brightly. "Okay, everything's all set. See you at Sugarcube Corner, kid."

"Alright, see you there!" Scootaloo replied, as she hopped onto her scooter, fastened her helmet, and sped away.

Scootaloo journey to Sugarcube Corner passed mostly uneventfully, though she couldn't help but overhear a few faint things that sounded vaguely familiar. "No, I must be hearing things. There's no way that's how Rainbow Dash's method works." she thought to herself.

When Scootaloo arrived at Sugarcube Corner, she parked her scooter, hung up her helmet, and went inside. And sure enough, there was Rainbow Dash, chomping happily away on a cupcake.

"Hey, Scootaloo. How was your ride?" Rainbow Dash asked.

"Good," Scootaloo replied "But I don't really understand what your method was. How was it supposed to work?"

"Well, what do you remember about your ride to Sugarcube Corner?" Rainbow Dash asked Scootaloo "Anything important?"

Scootaloo sighed "I don't think so," but then something came jumping into the forefront of her mind "Except after Luna was banished to the moon, Celestia needed protective forces, so Earth, Unicorn, and Pegasi formed the E. U. P. Guard of the Protective Pony Platoons."

"And?" Rainbow Dash asked, a faint smile forming on her face.

Scootaloo, still suspecting nothing said "And, at the celebration of the first Celestial year of peace, an elite flying squadron performed, headed by General Firefly, who later named the group the Wonderbolts!" By now, her tone of voice was starting to become much more cheerful "Wait, what's going on?! I... I know the history of The Wonderbolts! I know it all! But how in Equestria did that happen?" she asked outloud.

Rainbow Dash's smile grew so big that Scootaloo thought for sure it was going to leap right off her face "An experienced flyer like me knows how to multitask. Whenever I'm flying, in order to stay safe in the sky, I've got to hear and see everything down to the littlest details. I always make note of everything when I fly."

"But I didn't fly!" Scootaloo remarked.

"You didn't have to fly," Rainbow Dash replied, and explained "My method involves multitasking, and memorizing details. For me, that happens whenever I fly, but for other ponies it can happen in a variety of ways. In this case, riding your scooter puts you in the same situation I'm in when I'm flying."

"Well, your method rocks!" Scootaloo cheered, hugging Rainbow Dash tightly "How could I have ever doubted you?"

"Hey, you were feeling down on your luck and not looking on the bright side of things," Rainbow Dash said to Scootaloo "But the most important thing to remember, Scootaloo, is that everypony learns and studies differently. Just because your method is based on my method doesn't mean it's exactly the same. And it can be applied to more than just tests, because tests aren't the only way of finding out how much you know."

Just then, Scootaloo's ears perked up, as a familiar cheerful voice cried out "Scootaloo!" Scootaloo realized at once who that voice belonged to. And sure enough, in the distance she could just faintly spot the familiar amber coat of her mother, Dizzy Twister. "Gotta go, Rainbow Dash," Scootaloo called "It's getting late, and Mom wants me home. Thanks for not giving up on me though, even when I was ready to give up on myself."

"Hey, it's what big sisters do!" Rainbow Dash said cheerfully "I know you'll do well on that test tomorrow, just make sure you put your new study method to good use!"

"Will do!" Scootaloo replied, and after climbing onto her scooter, she sped off for home.

A few days later, Cheerilee hoofed back the results of the test on the history of The Wonderbolts. "I must say, I'm quite surprised," she said with a cheerful smile "Many of you did much better on this test than you did on your previous tests. One of you in particular really surprised me with how well you did."

Silver Spoon once again cheered, when she got her test results back "Eighty out of one hundred! I doubt anypony's going to top a score like that! I really am the smartest filly in class!"

Apple Bloom and Sweetie Belle said nothing, they had scored seventy seven and seventy nine out of one hundred respectively. They didn't like Silver Spoon's gloating, but there was little they could do to make her stop.

Scootaloo, however, grinned at Silver Spoon as she asked "I'm sorry, would you care to repeat that last sentence, you little brat!"

This made Silver Spoon angry "How dare you!" she snorted at Scootaloo "You've got some nerve saying that to me, I'll bet you flunked this test!" But Silver Spoon was in for the shock of her life when Scootaloo held up her test to reveal that she had scored eighty two out of one hundred. "Impossible!" Silver Spoon exclaimed "How did you get so smart so fast?!"

"Simple, I just found a method of studying that works for me," Scootaloo replied "Guess you're not as high and mighty as you thought."

Silver Spoon was still angry, but she quickly realized that she'd been knocked off her pedestal "Well, you've got me there," she said to Scootaloo "Beaten by a blank flank, never thought I'd see the day. Guess that's what happens when I get too cocky though."

"Oh, so now you understand the concept of humility!" Apple Bloom thought to herself, but she knew it was best not to say such a thing outloud.

Meanwhile, Diamond Tiara was anything but silent. "I only got seventy five out of one hundred," she remarked "You've got to show me how it is that you became so smart in such a short amount of time! I'll do anything!"

"'Anything' huh?" Scootaloo pondered, a bit of a sadistic smirk appearing on her face "Well then, you know what I want to hear. An apology."

"For what?" Diamond Tiara asked, before she quickly realized what Scootaloo was talking about "Oh no, you can't be serious! I said I was sorry!"

"Well, how's about another one for the record?" Scootaloo asked.

Diamond Tiara sighed, and put on the most sincere apology face she could muster "I'm sorry I teased you about your wings, and made you feel like you had to fly even when you couldn't do it."

"And?" Scootaloo encouraged.

"And I'm sorry about the 'Twilight Time' fiasco." Diamond Tiara added.

"AND?" Scootaloo encouraged again.

Diamond Tiara growled, before she added "And, I'm sorry I exploited Sweetie Belle's stage fright because I got jealous. There, are you happy?!"

"Almost," Scootaloo smirked "There's one more thing I'd like to see from you."

Diamond Tiara hissed furiously "You actually want to see me BEG?!" she remarked "I don't think so! You're pushing your luck, Scootaloo!"

"I know," Scootaloo giggled "I was just teasing you, the apology is enough. Now, why don't we stay after class, and we can figure out what study method works best for you."

Author's Note

And so, just days before Season 6 debuts, I present you to the second bonus chapter and the last of the pre Season 5 rewrites.

I understand why this episode exisits as it does, the intended moral will resonate better with the target audience if someone like Rainbow Dash learns it, because kids will look up to the mane six as role models. And if they see their role models going through the same struggles they're going through, they'll feel better. Whereas, if a kid character like Scootaloo was learning this lesson, they'd just assume said kid character is lucky.

However, taking a suggestion from Mr.Enter, I decided to make Scootaloo the character of focus here, and make it somewhat similar to "Cutie Mark Chronicles". There is the problem of the moral being too optimistic for the American Education System, but the message will hopefully spark meaningful debate about how to messure student success and academic progress, without forcing students to learn a certain way and penalizing those who don't learn that way.

I've talked a lot about the headcanon of Dizzy Twister being Scootaloo's mother in other stories, so I won't repeat myself here.

I also decided to throw in a bit of foreshadowing to Spoiled Rich and Diamond Tiara's heel face turn in "Crusaders of The Lost Mark", for those who complain that there was never anything to suggest it and thus it felt forced and out of nowhere.

With the end of my first semester at EMU fast approaching, it's possible that this rewrite series might have to be put on hold, but for now I'm going to try and stick to my schedule of one rewrite a week. And remember, no Season 6 episodes will appear in this collection, regardless of how they turn out.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique
Scare Master
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies

S5 E15: Scare Master (What If?)

It was a peaceful, moonlit night in Ponyville. The perfect kind of night for the once a year spooky celebration known as "Nightmare Night". But although it didn't look like it, this Nightmare Night was going to quite frightening for a group of seven friends, and not in the way they had intended.

It all began at Fluttershy's cottage, as she made her final preparations for the night with her good friend, Discord. The reformed spirit of chaos and disharmony was surprised at the fact that Fluttershy had called for his services on Nightmare Night, but he was never one to disappoint his best friend.

"Now, Discord, are you absolutely sure you have everything under control?" Fluttershy asked, as she wandered about her cottage.

"Of course, everything has been laid out in accordance with your rules and conditions," Discord replied "I even have the checklist you gave me, right here!" He pulled out a checklist from seemingly nowhere and read it outloud, only to make it vanish when he realized he'd grabbed the wrong one "Or maybe it was here!" he said to himself, as he pulled out another checklist.

Fluttershy couldn't help but chuckle at Discord's antics, they never failed to put a smile on her face. "Well, you know how to reach me if anything goes wrong. I should be back by midnight, if not shortly afterward. I've been looking forward to this night for quite some time."

"Seriously, if I wasn't here to witness it for myself, I would never believe it," Discord exclaimed "You of all ponies, going out on Nightmare Night? You're sure you aren't some sort of advanceded changeling that's found a way to thwart my chaos magic?"

"I can hardly believe it myself," Fluttershy replied seriously "But I've grown a lot since I befriended the girls and since we became friends. I've even overcome my stage fright, more or less. I've come to realize that I can't keep taking baby steps forever, it's time I started taking grown up steps! And if that means going out on Nightmare Night, to prove to everypony that I'm not afraid, that's fine by me!"

"Not that I'm not ungrateful for asking me to look after your cottage, but what about your friend Tree... whatever her name was?" Discord asked "She gets along better with Angel than I do. Besides, I don't really speak bunny."

"I was going to ask Tree Hugger, but something came up at the Equestrian Society for the Preservation of Rare Creatures." Fluttershy told Discord.

"Well, that's a shame." Discord replied kindly. Ever since the "incident" at the Grand Galloping Gala, he'd actually started to grow fond of having Tree Hugger as a friend. She was a bit unusual, but that just made her all the more unique.

Fluttershy nodded "I'll make sure to invite her over for our next Tuesday Tea," she said to Discord, then she turned to leave "I'd better be going now, the girls will be expecting me anytime now." But after taking just a few steps towards her cottage door, Fluttershy stopped right in her tracks. Suddenly, she began to feel a pain in her mouth, as if something was growing inside it.

Discord's mouth dropped open in shock, as he saw Fluttershy begin to wince in pain and put a hoof to her jaw. Wasting no time, he snapped his fingers and made a dentist chair appear. With another snap of his fingers, he doned a dentist outfit while Fluttershy was teleported into the chair. "Alright, Fluttershy, let Doctor Discord take a look at those pearly whites of yours," he said to Fluttershy, his voice muffled behind the mouth mask "Say 'aaah'."

Despite her pain, Fluttershy quickly complied "Aaah." she said, opening her mouth as wide she could.

"Alright, let's take a lookesy," Discord declared, as he carefully shined a light on Fluttershy's mouth and checked her teeth one by one with a mirror. Suddenly, he saw something that made his eyes widen "Oh dear, it's worse than I thought." he remarked.

"What is?" Fluttershy asked.

"See for yourself," Discord told Fluttershy, as he gave her the mirror "But... you may not like what you see."

"Whatever do you..." Fluttershy began, before she gasped. Just off to the left side of her front teeth, was a bat fang and it was growing!

"I know, I know, it looks pretty bad," Discord said glumly, then he frantically pleaded "But please, for the love of Celestia, don't panic!" But it was too late, Fluttershy let out an ear piercing scream that could be heard for miles. "Or go ahead and panic anyway, that's always your answer for everything." Discord muttered under his breath.

It didn't take long for Fluttershy to stop screaming, and once she had done so she reluctantly asked Discord "Is it bad?"

"Bad?! Bad doesn't even begin to describe it!" Discord exclaimed "I'm the spirit of chaos, not a dentist, and even I know ponies shouldn't have fangs growing inside their mouth! And something like this doesn't just happen overnight, how did the fang get there in the first place?!"

Fluttershy gulped "It must've been from when Twilight turned me back to normal after I became a bat pony," she realized "Ever since then, I could feel something was off inside my mouth, but I always ignored it. I thought it was no big deal."

"No big deal?! Fluttershy, do you even hear yourself?!" Discord remarked "Look, I'm still new to this whole friendship thing, but I mean it one hundred percent when I say I'm worried about you! This is a huge problem, you need to get it fixed!"

"Oh, I'm sure it's nothing to worry about," Fluttershy replied "It hasn't bothered me until just now, one more night can't hurt. I promise that first thing tomorrow, I am going to march over to Twilight's castle, and tell her all about the fang."

"Why not do that now?!" Discord exclaimed, literally pulling the hairs out of his head in frustration.

"Because it's only now become a problem, and I don't want the rest of the girls to know about it," Fluttershy told Discord "Who knows, maybe if I just ignore it and pretend it isn't there, it will go away? Besides, Twilight's been organizing this Nightmare Night get together for weeks, I wouldn't want to seem rude by making her cancel it now. I'll be fine, Discord. I promise."

"Fluttershy, your ridiculous pony logic is making my head spin, and that's saying a lot," Discord said, as his head literally spun around "But, if you're really determined to go out and enjoy Nightmare Night anyway, I suppose there's little I can do to stop it. And if I tried to tell Twilight or anypony else, they'd think it was one of my pranks."

"I appreciate your concern, Discord," Fluttershy said kindly "But Nightmare Night only comes once a year, this is my chance to prove to myself and to everypony, that I'm NOT afraid! If I can stand up to the likes of you, and rat out Starlight Glimmer for being a liar, Nightmare Night shouldn't be able to frighten me. Now, it's getting quite late. I don't want to keep Twilight and the girls waiting any longer. See you in a few hours, Discord." And before Discord could said anything in protest, Fluttershy trotted out the front door of her cottage, and headed for Twilight's castle.

Discord tried his best to put on a brave face for Fluttershy, but as soon as she was out of sight he turned to Angel Bunny and said with a sigh "Well, this is certainly going to be a Nightmare Night to remember. I just hope that fang isn't a sign of worse things to come." Unfortunately for Discord, such would turn out to be the case.

Fluttershy wasted no time in making her way to Twilight's castle. Already, she was feeling quite pleased with herself. "Until just a few months ago, this would be the part where I turn around and run back home to hide under my bed," Fluttershy thought to herself "But that's what the old Fluttershy wold do, the new Fluttershy doesn't scare so easily. In fact, the new Fluttershy doesn't get scared at all, I think."

Making her past the crowd of colts and fillies that were rushing to and fro shouting "Nightmare Night, what a fright! Give me something sweet to bite!", Fluttershy soon found herself approaching the familiar crystal structure of Twilight's castle, all decked out in Nightmare Night decor. Paper bats and pumpkins hung from tree branches, eerie red lights dangled from the balcony, and a fake wooden sign read "WARNING: Enter at your own risk!" in blood red letters.

Walking her way into the castle, Fluttershy could soon hear the distant of screaming and laughing coming from the library. As she crept closer, she could hear Pinkie Pie, as she finished telling a rather spooky story. "And then it got very, very quiet. Almost like the grave," Pinkie Pie narrated in a creepy tone of voice "And all of a sudden, they realized that the balloons had never been inflated! So then, what had made that popping sound? They never found out!"

Twilight, Rainbow Dash, Applejack, Spike, and Rarity all screamed. Then they laughed. "That's certainly quite the story, Pinkie Pie," Rarity spoke up, holding a lattern with her magic. "But did I ever tell you about the night that the ponyquin in my boutique came to life and haunted all the costumes?"

"So what happened?" Rainbow Dash asked.

"I just told you, darling. A ponyquin came to life and haunted all the costumes." Rarity replied flatly.

Rainbow Dash face hoofed "I know, but what happened after that? And for the record, how did the ponyquin come to life in the first place?"

"Oh, you do not want to know," Rarity said ominously "It's certainly not a story for the faint of heart."

"What's the big deal? It's just a made up story, right?" Rainbow Dash asked.

"Maybe it is, or maybe it actually did happen." Rarity said in a fake ghostly voice.

"Was that supposed to scare me? Because it didn't work." Rainbow Dash replied in an unamused tone of voice.

It was at this moment that Fluttershy decided to make herself known. "Hi, everypony." she greeted cheerfully.

"Ah, there you are, Fluttershy," Twilight replied with a smile "Glad you could make it. Rainbow Dash was starting to think you wouldn't show up."

"I'm still having a hard time believing that you'd want to be out on a night like tonight," Rainbow Dash spoke up "Seriously, who are you, and what you have done with the real Fluttershy?"

"Nothing, I'm the same Fluttershy you all know and love," Fluttershy replied "I just decided that I'm sick of spending every Nightmare Night shut up in my cottage, while you girls go out and have fun. I had so much fun with the last Nightmare Night, but that wasn't a proper one. I want to experience Nightmare Night in all its glory. After all, it's just like when I was afraid to sing in public. If I hadn't given singing in front of everypony a try, I would've never found out how much I liked it."

"And we'd have missed out on how great you sound." Applejack said happily.

"Fluttershy with us on Nightmare Night? Why, that's positively the most wonderful news I've heard in ages!" Rarity exclaimed happily.

"You can get dressed up in a costume with us, and play Nightmare Night games with us, and eat candy apples with us!" Pinkie Pie added.

At the mentioning of candy apples, Flutershy felt the pain in her mouth from earlier return. To avoid suspicion, she quickly turned away and said to her friends "I'm not much of a candy apple pony." The pain subsided a moment later.

"Don't forget the best part. Goin' through my family's corn maze!" Applejack boasted "Not that I mean to brag, but Granny Smith's gone above and beyond this year!" Pinkie Pie squeed happily at Applejack's statement.

"Oh, right. The maze." Fluttershy replied, she had forgotten all about it.

"Uh, only if you're up for it that is," Applejack said nervously "No reason to be hasty, the maze isn't for everypony."

"Oh, I'm ready alright!" Fluttershy said proudly "I am ready to take on Nightmare Night!"

"Well, that's great!" Spike exclaimed, as he strode into the room. He was already in his costume, which was basically just himself with an extra head and a joined body "I've already got my costume picked out, Nightmare Night's always more fun with a buddy."

"Speaking of costumes, I'd say it's time we headed over to Carousel Boutique and got dressed up for the night," Rarity suggested "You'll see, Fluttershy. The beauty of Nightmare Night is that you don't have to dress up as something scary to have fun. Sweetie Belle's actually dressed up in a period costume, they're all the rage this year."

"Where is Sweetie Belle anyway?" Fluttershy asked.

"She's out with her fellow Cutie Mark Crusaders," Rarity replied "They said they were going to toilet paper a few trees while they were out getting candy. I just hope they keep their word and don't try anything else."

Upon arriving at Carousel Boutique, Rarity took the time to set out some costume choices for Fluttershy. Rarity herself was already dressed up as a mermaid, complete with a sky blue fish tail. "Since this is your first proper Nightmare Night out and about, I'd thought it best if I took the liberty of making a few different costumes for you," she told Fluttershy "I've got all kinds of choices, from scary, to silly, to drop dead gorgeous."

"Gosh, you've really thought of everything, Rarity," Fluttershy said, as she skimmed back and forth among the dresses. One of them, however, brought back painful memories from a night Fluttershy would rather forget. The night she turned into a bat pony at Sweet Apple Acres. "A vampire fruit bat?" she asked Rarity nervously, while trying not to pay attention to the growing pain of her fang.

"How ever did that manage to sneak in amongst the rest?" Rarity pondered, as she tossed the costume aside "Never fear! I have just the thing for you. Do you remember when you dressed up as Admiral Fairyflight?"

Fluttershy nodded "You still have that old costume laying around? I thought for sure you would donate it and the rest of the collection to a museum."

"I couldn't find any takers, it seems practically no one is interested in the uniforms of the past Wonderbolt generals," Rarity explained, as she pulled out the one that had belonged to Admiral Fairyflight and put it on Fluttershy "It's so extraordinary, it's frightening. And look, it still fits you perfectly!"

"It certainly is a nice costume." Fluttershy agreed.

Rarity smiled, then her eyes lit up as the rest of her friends came trotting out in their own Nightmare Night costumes.

Twilight was dressed up like one of the royal guards from Canterlot, complete with the suit of armor.

Pinkie Pie had blue eye shadow that perfectly complimented her white shirt and blue roller skates, her mane had been restyled to look more like that of a circus clown's wig.

Rainbow Dash had a big clear plastic bowl on her forehead and most of her body was covered with a white suit, with the exception of her neck, hooves, and chest which were colored green. She also had on a pair of boots with silver circles.

And Applejack was dressed up like a lion, with whiskers and a massive brown mane that covered her entire face. "Hoo-wwe, we're gonna have the best time! I can tell!" Applejack said proudly.

"We certainly are!" Fluttershy agreed. But deep down, she was not so sure. "I thought if I just pretended it didn't exist, the pain would go away. But it's getting worse," she thought to herself "What am I going to do if I transform in front of my friends?!" she shook her head, as she followed them to Sugarcube Corner "No, I can't think like that! I'm not going to chicken out of Nightmare Night now! I've come too far!"

"I didn't get a chance to throw a really fun Nightmare Night party last time, because I was so busy supervising the kids," Pinkie Pie said eagerly "I had a lot of fun, but this year I've finally got the opportunity to throw my very own Nightmare Night party just for the seven of us!"

"Wow, Pinkie, you really outdid yourself on the decorating," Twilight commented, as she obeserved Pinkie Pie's decorations "I especially love the design of your bats."

Upon hearing the word "bats", Fluttershy became reminded of the fang in her mouth. "I'll be fine as long as I don't think about it too much." she thought to herself.

"So, what's up first?" Rainbow Dash asked Pinkie Pie.

"It's not a party without party games!" Pinkie Pie cheered "I figured I'd save the really scary games for next year when Fluttershy's more used to it. So let's start off with a Nightmare Night themed version of pin the tail on the pony! You're up first, Rainbow Dash!"

"Heh, I never lose at this!" Rainbow Dash boasted, as she grabbed the tail just before she was blindfolded and spun around.

"Round and round and round you go, where you stop nopony knows!" Rainbow Dash's friends shouted, as the pegasus spun faster and faster.

At last, Pinkie Pie allowed Rainbow Dash to stop spinning and told her "Okay... give it your best shot!"

"I'll do more than that!" Rainbow Dash proclaimed, even though she secretly wasn't completely sure of herself. Despite how dizzy she felt, Rainbow Dash felt around, and planted the tail in the spot that felt right. Then, she lifted up her blindfold.

"Wow! Almost right on the bullseye!" Rarity exclaimed "I never have that kind of luck."

"Luck doesn't have much to do with it," Rainbow Dash insisted "It's just a matter of cordonation. Pegasi like me have a natural sense of direction, it helps with flying," then she turned to Fluttershy "Good luck trying to beat that! Just make sure you don't pin the tail on me this time!"

Fluttershy blushed, as she grabbed the tail and was blindfolded. Somehow, despite being spun around to the point where she felt she would fall over (and she very nearly did) Fluttershy managed to pin the tail directly on the pony.

Everypony was amazed, even Rainbow Dash! "That's the most unbelieveable case of beginner's luck I've ever seen!" she said, as her mouth dropped open in shock.

After everyone else had taken their turn at the game (including Pinkie Pie, who managed to get third place), Pinkie Pie asked "Who's up for a good old fashioned game of bobbing for apples?!" before she pushed a huge tub filled with apples into the room.

When the scent of apples reached Fluttershy's nose, she suddenly found herself feeling incredibly tempted to lick her lips, as if she had a huge craving for apples! In fact, part of her wanted to let out a hiss, and knock everypony out of the way so that she could have all the apples to herself. But Fluttershy shook her head to get rid of such a thought. "I should've known apples would set off my inner bat," she thought to herself "I've got to keep it under control before I bite something, or someone."

Fluttershy gulped, as suddenly a picture formed in her head of her turning back into a bat pony, and biting Applejack's flank.

"What the hay has gotten into you, Fluttershy?! And why did you just bite me on the butt?!" Applejack demanded, only for Fluttershy to hiss angrily.

"She's become a bat pony again!" Spike exclaimed "Quick, tie her up before she escapes!"

"Fluttershy?" a voice suddenly called out, snapping Fluttershy out of her fantasy. The voice turned out to be from Rarity, who asked "Is everything alright, darling?"

"Huh? Oh... y-yes, of course," Fluttershy quickly stuttered in response "Is it my turn yet?"

"It certainly is," Twilight encouraged "Good luck though, Applejack nabbed an apple in just eight seconds!"

"Um, maybe I could just sit this one out?" Fluttershy nervously asked.

"Come on, Fluttershy. What are you scared of, they're just apples! It's not like they're gonna bite ya." Rainbow Dash responded, pushing Fluttershy forward before the animal loving pegasus could say anything in protest.

Reluctantly, after taking a deep breath, Fluttershy stuck her into the tub to search for an apple. She soon found one, but as she moved to grab it, she was horrified when her tongue seemed to develop a mind of its own. It tried to lash out and grab the apple as if the pony it belonged to was actually a bat. To make matters worse, the fang in Fluttershy's mouth had now worked its way back up to the front and could now be seen easily by anyone.

Fluttershy waited without trying to grab the apple, hoping that if she didn't act on her growing bat instincts, they would go away. At first, nothing happened, but eventually the fang began to receed as the apple drifted away. Relieved at having avoided disaster, Fluttershy lifted her head back up. "I never thought bobbing for apples could be so hard," she lied "I had one in my teeth, but then it slipped out."

"That's alright," Twilight said kindly "You can't win them all. We're just glad you're here."

"And now it's time for candy!" Pinkie Pie said, as she pushed away from the tub with her roller skates.

"Oh, it's time that already?" Fluttershy asked.

"Yup. I made candy bags for everyone," Pinkie Pie boasted, as she set the bags down on the counter "Each bag has been made with each of you in mind, and complete with each of your favorite candies!"

"Awesome! Thanks, Pinkie Pie!" Rainbow Dash said eagerly, as she grabbed her bag.

Everyone else did the same (including Pinkie Pie, who had prepared her own bag of candy). But, once Fluttershy reached into her bag to grab a piece of candy, she was shocked and horrified at what greeted her. Apparently, Pinkie Pie had put a candy apple in the bag, on top of the massive pile of candy. It was now that Fluttershy could remember having developed a craving for the tasty treat ever since that faithful night at Sweet Apple Acres. "I should've known something was wrong, before that night I couldn't stand those things!" she thought to herself. And then, to make matters worse, her fang began to work its way back to the front! Fluttershy quickly shut her bag, and made for the exit!

"Are you okay, Fluttershy?" Spike asked anxiously "You're not looking so good."

"It must've been something I ate," Fluttershy nervously lied to Spike "I... think I'll just go home and rest. I'm sorry, everypony." And she bolted out the door before anyone could stop her.

"Just what was that all about?" Rainbow Dash wondered "If Fluttershy was really too afraid to be out and about tonight, she could've just said so. She didn't have to lie to us."

"I don't think she was lyin'," Applejack obeserved "Seems to like me there was somethin' else botherin' her."

"Like what?" Rainbow Dash asked.

Applejack shook her head "I don't know the answer to that, I'm afraid. But whatever it is, it's somethin' she doesn't want us to find out about."

"So, what can we do? If there's something wrong with her, we need to act!" Rainbow Dash demanded.

"If she doesn't want our help, there's nothin' we can do for her," Applejack said glumly "The fact that she was tryin' to keep this hidden all this time is proof that she didn't want any of us to find out."

"But we did, and I'll be darned if I just stand here and do nothing while the mare I've known since childhood is in trouble!" Rainbow Dash said seriously "I'm chasing after her, whether she wants me to or not! If any of you want to try and stop me, be my guest!"

Much to Rainbow Dash's surprise, however, no one did. In fact, they all agreed that something needed to be done. "Fluttershy's always been there for us when we need her most," Twilight spoke up "Now it's our turn to do the same for her." Without further fanfare, the six friends set off after Fluttershy.

They followed a trail of hoofprints through Ponyville, but were shocked when they discovered the trail abruptly switch direction. At the edge of town, instead of going towards Fluttershy's cottage, the hoofprints led towards Sweet Apple Acres.

"I thought Fluttershy would head back to her cottage," Rarity said nervously "Why would she want to go to Sweet Apple Acres?"

"Maybe she just needed some fresh air, and now that's she feeling better she decided to go to the corn maze?" Spike suggested.

"Or maybe... she's turning back into a bat pony!" Twilight realized.

"What?! But that's impossible!" Rainbow Dash exclaimed "She's supposed to be cured!"

"Somehow, the reverse transformation must've not worked all the way," Twilight concluded "There was always a possibility that I wouldn't be able to completely remove the bat from the bat pony, but the odds of it happening were so low I thought there was no point in bringing it up."

"Oh great, so we're dealing with the return of Flutterbat," Applejack remarked, then she gasped "Granny Smith and Big Macintosh are at Sweet Apple Acres! If Fluttershy's become a bat pony again, there's a good chance they might have seen her!"

"You say that like it's a bad thing." Rainbow Dash commented.

"Because it is," Applejack said, a cold sweat working its way down her spine "Even if they recognize Fluttershy, they're still going to see her as a pest tryin' to suck the juice out of all our apples. They'll stop at nothin' to get rid of her!"

"Then we'd better find her before they do." Pinkie Pie realized.

"There's no time to waste!" Rainbow Dash shouted "Everyone, to Sweet Apple Acres, now!" And the six friends took off as fast as their legs would let them.

Twilight, Spike, Rarity, Pinkie Pie, Applejack, and even Rainbow Dash, were all out of breath by the time they reached Sweet Apple Acres. By this point, the glow of Luna's moon was shining down brightly on the land below.

But the news only went from bad to worse for the six friends, as they discovered that Fluttershy's hoofprints faded away just after reaching Sweet Apple Acres.

"Where do we go now?" Rarity asked.

"The orchard's our best guess!" Applejack suggested "Granny Smith and Big Macintosh are runnin' the corn maze, all the trees in the orchard will be sittin' ducks!"

But just then, Granny Smith approached the group wearing a horse mask. They all screamed in shock. "Ah, come on you whippersnappers, it's me!" Granny Smith said angrily, as she took off the mask.

"Sorry 'bout that, Granny," Applejack apologized "Have you seen Fluttershy by any chance?"

"Can't say I have," Granny Smith replied "Why are you lookin' for her though? I thought she was with you."

Applejack gulped, she hated being put on the spot like this. But if she told the truth, Fluttershy would be in very real danger. Luckly, Spike spoke up for Applejack before the farm pony could say anything "We got seperated on our way over here, we all wanted to do the corn maze together."

"Well, that's a shame. I hope you find her, sorry I can't help but Big Mac ain't exactly the social type." Granny Smith said cheerfully, and trotted back to the corn maze.

"That was close," Applejack said, breathing a much needed sigh of relief "This is really scarin' me now, and not in the good way!"

"I know, I'm really worried about Fluttershy," Rainbow Dash added "We need to find her, now!"

Upon reaching the orchard, the group's worst fears were realized. Perched on a branch, looking directly down at them, was a familiar bat like version of Fluttershy that the six friends knew only too well. With a deep cackle, and a screech, Flutterbat descended on the group.

"HIT THE DECK!" Twilight shouted, and everyone dove for cover. Unfortunately, Spike wasn't quite so lucky. He just barely managed to escap unharmed, as the extra head in his costume was piereced by Flutterbat's sharp fangs and began to deflate.

"How are we going to change her back this time?!" Rainbow Dash wondered "We don't have a giant apple we can scarifice, and I doubt she'll fall for the mirror trick again."

"But there's no way she'll hold still and let us change her back willingly," Twilight said seriously "We've got to come up with a surefire way to keep her distracted just long enough for me to pull off the spell. This time, I should be able to completely remove the influence of the vampire fruit bats."

"I have an idea, but you won't like it," Spike told Twilight "It involves live bait."

"Who's going to be the live bait?" Twilight asked nervously.

"All of us are," Spike explained "Except for you, Twilight. We need you to perform the spell so we can get our friend back."

"And what if Flutterbat gets to us?" Twilight asked Spike "She seems to be a lot more hostile than she was last time, and I think it's got something to do with her struggles earlier, and tonight being Nightmare Night."

"She won't catch me!" Pinkie Pie insisted "I can be the live bait, my roller skates will keep me ahead of Fluttershy."

"And batpony or not, Fluttershy can't fly faster than me at my top speed!" Rainbow Dash added.

"I think I'll be fine, as long as I can keep on the move. I can be a pretty fast runner when I need to be." Applejack insisted.

"As much as I detest the thought of getting all sweaty and tired out, I think I can keep ahead of Fluttershy if I try hard enough," Rarity reluctanty chimed in "And if worse comes to worse, Spike can come with me for protection."

"What do you mean... oh yeah, my fire breath!" Spike realized "That'll definitely scare Fluttershy, but it might scare her into flying out of the orchard."

"Then we'll have to be extra careful, won't we?" Rarity asked Spike.

Twilight sighed "I don't like it, but it seems we don't have a lot of other options at the moment. If you're all sure you can keep ahead of Flutterbat, I suppose I'll have to trust you. Keep her busy long enough for me to charge up the spell, then leave the rest to me!"

"But, how will we know when you're ready?" Applejack asked Twilight "We'll need some sort of signal."

"I'll provide one with my magic, now go!" Twilight insisted "If we don't change her back before sunrise, we'll have to wait until tomorrow night to try again!" And with that, Pinkie Pie, Rainbow Dash, Applejack, Rarity, and Spike all ran off to different parts of the orchard with one goal in mind: Find Flutterbat, and keep her busy so that the apple crop would be protected.

Rarity and Spike were the first ones to encounter their friend turned batpony, and immediately they could see her heading straight for an unprotected apple tree. Reacting quickly, Rarity did something she had never done before, she shot off a beam of magic from her horn. The beam missed Flutterbat by a mile, but it managed to capture her attention.

"Whoa, Rarity! I never knew you could do that!" Spike exclaimed, he was impressed. Just then, Flutterbat came swooping down with an audiable hiss.

Rarity turned to run, only to end up tripping on the tail part of her mermaid costume "Sweetie Belle had a point with the layers on the dress." she muttered to herself, as she wiggled her way out of the tail and left it behind as she took off again.

Flutterbat chased after Rarity and Spike for a little bit, before Rainbow Dash suddenly zipped past her. "Batpony or not, you're still no match for me, Fluttershy!" Rainbow Dash taunted, then she sped away as fast as her wings would let her.

Hissing loudly, Flutterbat chased after Rainbow Dash. Rainbow Dash was surprised at how fast Fluttershy could fly in her batpony state. "I didn't think she'd be this fast." she thought nervously to herself, as Fluttershy began to close in on her.

But just then, Flutterbat felt something hit her on the head with a light thud. When she turned to look, she saw that the culprit was none other than Pinkie Pie, had who tossed a piece of sticky taffy at Fluttershy (fortunately, it was still wrapped). Applejack was standing next to her.

"Nice shootin' there, Pinkie," Applejack praised. "How did you manage to throw that piece of candy with your skates?"

"It just takes the right amount of know how," Pinkie Pie replied, before she heard Flutterbat hiss and swoop down towards her and Applejack "RUN!" she shouted at the top of her lungs, and sped off as fast as her roller skates would let her. Applejack followed as best as she could.

Unfortunately, before long Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Spike all found themselves being chased by Flutterbat at once. Despite their best efforts, they had somehow been outsmarted.

"Twilight, a litte help here please?!" Rainbow Dash pleaded.

"It's almost ready!" Twilight called back "Just a few more seconds!"

"But a few seconds is all it takes to cause trouble! We can't wait!" Rarity shouted, as the hissing from Flutterbat grew louder and louder.

"We'll see how much she feels like going after us after she'd had a taste of my fire breath!" Spike spoke up, throwing himself in front of his friends to protect them, all the while Flutterbat drew closer.

However, just as Flutterbat was about to swoop down and attack her friends, she was stopped by Twilight's magic. Straining heavily, Twilight slowly began to reverse the bat transformation, turning Fluttershy back into a pony.

When she had returned to normal, Fluttershy carefully fluttered down to the ground and with a sad look in her eyes she said to her friends "I'm so, so sorry. Can you ever forgive me?"

"Whatever would we be mad at you for, darling?" Rarity asked kindly "You couldn't help it."

"But, I could've hurt you all," Fluttershy insisted "And all because I didn't tell you about the bat fang in my teeth."

"So I wasn't seeing things during the party!" Spike realized "I thought for sure my mind was playing tricks on me, otherwise I would've said something."

"Why didn't you tell us about this earlier, Fluttershy?" Rainbow Dash asked "Do you have any idea how worried we were when you took off like that?"

Fluttershy hung her head low in shame "I didn't want you all to think I was weak and looking for an excuse to chicken out of Nightmare Night," she replied sadly "I thought that, if I kept it all to myself, I could show how brave I was. But I ended up taking all the fun out of Nightmare Night."

"Nonsense, we still had some fun before this whole bat fiasco," Pinkie Pie said kindly "And you becoming a bat was way more terrifying than the most terrifying thing I could have thought of!"

"It's certainly more frightenin' than anythin' in my family's corn maze." Applejack added.

"But please don't do that again," Rainbow Dash pleaded "I really don't like being chased and worrying that my best friend is going to bite me on the butt."

"I won't, you have my word on that," Fluttershy promised "In fact, I don't know if I'll ever want to celebrate Nightmare Night again. I'll always remember how I became a batpony and nearly caused you all to become hurt, just because I wanted to prove that I was brave."

"Fluttershy, you were brave," Twilight said seriously "It's always a brave thing to tackle your problems alone, but a even braver pony admits when they need help. There's nothing wrong with admitting you have a problem you can't solve on your own, that's what friends are for."

"So I am brave?" Fluttershy realized.

Twilight nodded "You've proven that fact simply by coming out and spending time with us tonight, instead of spending it hiding under your bed. But, you don't have to come and hang out with us every Nightmare Night if you don't want to."

"Yeah, I think at least for the next few Nightmare Nights, I'll just stay home and pass out candy," Fluttershy replied "Nightmare Night isn't my cup of tea, but I can't pretend it doesn't exisit. We do lots of fun things together, but I'm afraid this just isn't gonna be one of them. Actually, I'm not afraid. I'm perfectly fine with it."

"Then we are too." Twilight nodded.

"But that's for next Nightmare Night," Applejack spoke up "For now, let's just enjoy the rest of this Nightmare Night. You have got to try my family's corn maze, I gurantee there won't be any bats."

"That sounds like a good idea," Rarity agreed, then she noticed something "Fluttershy, what happened to your Admiral Fairyflight costume?"

"I think I ripped it apart on my way to Sweet Apple Acres," Fluttershy realized "I can take it home and sew it back together."

"That may be true, but you still won't have a costume for tonight." Rarity protested.

"Actually, I don't need a costume. There is something I can go as." Fluttershy told Rarity.

"And what would that be?" Rarity asked.

"I'm going as the bravest pony I know, and a good friend." Fluttershy explained.

Pinkie Pie cheered "That's the best costume in the history of forever!" And with that, the group of seven friends set off for the corn maze, determined to enjoy the few remaining hours of this fateful Nightmare Night. Just like the previous one, it was a night they wouldn't soon forget.

Author's Note

Now we come to an episode that a lot of people seem to be torn on. Some people praise this episode, while others (like myself) really don't like it. Also, this episode was 15 in production order even though it was the 21st episode to air.

The main problem for me with this episode, is that it is yet another Fluttershy focus episode that seems to feel the need to throw her character growth out of the window for the sake of the story. Considering how much character growth Fluttershy had been showcasing in Season 5, this episode felt a huge step backwards for her. I understand that they were trying to teach the moral of how friends don't have to do everything together, and there may be some things your friends like that you won't, but the execution completely butchers it.

There is nothing cute about hiding under your bed like a scared child because of something that cannot be ignored! Nightmare Night is something that Fluttershy cannot pretend does not exisit, and the episode ends by making it seem like she'll just go through the entire process again the next time Nightmare Night roles around. Naturally, having rewritten the previous episode to take place on Nightmare Night so that Fluttershy joined in, I knew that plot point would need to addressed here.

The ending borrows a little bit from "Boo To You Whinnie The Pooh", which took a concept similar to this episode and did it better. In it, Piglett wants to prove that he's not afraid, and his friends even point out how he cannot ignore what he is afraid of and hide from it. Since Fluttershy and Piglett are a lot alike, it's not hard to see the similarites in their conflicts.

At the rate this is going, I should be able to have this rewrite series complete by the middle of May, but we'll see how things go. With Mother's Day fast approaching, I will be very busy on that weekend at my job, and then shortly after that is my younger brother (by about 8 years)'s confirmation. Speaking of Mother's Day, for those of who you are in the "Motherhood is Magical" group, you'll be happy to know that I've reopened "The Magic of Motherhood" collab. Feel free to check it out if you haven't already.

Episodes to be rewritten:
~~A Bird In The Hoof~~
~~A Friend in Deed~~
~~Apple Family Reunion (Bonus Chapter)~~
~~Power Ponies~~
~~Testing, Testing, 1, 2, 3 (Bonus Chapter)~~
~~Castle, Sweet Castle~~
~~Appleloosa's Most Wanted~~
~~Princess Spike~~
~~Canterlot Boutique~~
~~Scare Master~~
Hearthbreakers (Bonus Chapter)
What About Discord?

Previously rewritten episodes:
Boast Busters
Look Before You Sleep
Feeling Pinkie Keen
Green Isn't Your Color
Over A Barrel
Luna Eclipsed
The Cutie Pox
Hearth's Warming Eve
The Super Speedy Cider Squeezy 6000
It's About Time
One Bad Apple
The Show Stoppers
Owl's Well That Ends Well
Dragon Quest
Spike at Your Service
Just For Sidekicks
Games Ponies Play
Bats!
Rainbow Falls
Three's A Crowd
Filli Vanilli
Somepony to Watch Over Me
A Bird In The Hoof
A Friend in Deed
Apple Family Reunion (Bonus Chapter)
Power Ponies
Testing, Testing, 1, 2, 3 (Bonus Chapter)
Castle, Sweet Castle
Appleloosa's Most Wanted
Princess Spike
Canterlot Boutique