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♪ [dramatic music] ♪
2
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Ahem!
3
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I don't want to tattle
on my good friend, Tirek,
4
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but.. you might like to know
he left food out. Again.
5
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I'll deal with it when I'm done.
6
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♪♪
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Don't trust anything that
nosy little Pegasus says.
8
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I don't trust anything
any of you say.
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Hmph.
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Are you planning on
attacking anypony
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anytime soon? If
not, I don't know why
12
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I'm wasting my time here.
I am a queen, you know!
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I am leaving, since it's
impossible to accomplish
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the work I need to do here!
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I suggest the three of you
come to some kind of accord.
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I don't care how, but you
must learn to work together!
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Only then can we accomplish
what you so greatly desire:
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the defeat of Twilight
Sparkle and her friends!
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♪♪
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Nothing says teamwork like
an inspirational banner!
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When Grogar sees this,
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he'll realize there's no way
he could survive without me!
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You're gonna have
to exercise a lot
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to get as big as you were
25
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when you absorbed the life
force of all those ponies.
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Anyhoo... Grogar wants
us all to work together
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so I've scheduled
a team meeting!
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Doesn't that sound fun !?
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And since Grogar
left me in charge...
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No, he didn't!
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Someone's a real
grumpy-taur today.
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If we aren't meeting, I
guess I could just stay
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and offer positive
and inspiring-
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Fine! I'll join your
meeting. Just leave.
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See you soon!
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It's been weeks and
Grogar has done nothing!
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It's not healthy to hold
onto all of this rage!
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I could lash out at any moment...
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And how are you
doing this fine...
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HOW DO YOU THINK I'M DOING!?
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I'm ready to exact my revenge!
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See what I mean?
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Being cooped up with
nothing to do is the worst.
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You know what you
need? A team meeting!
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I don't do meetings.
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Grogar left me in charge.
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No, he didn't! And even if he
did, Chrysalis obeys no one.
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There'll be cupcakes...
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Grogar wants us to work together
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to defeat our enemies.
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Which means we need
to trust each other.
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If we are to trust one another,
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perhaps inform Lord Tirek...
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to STOP trying to
absorb my essence!
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Pfft. I wasn't doing anything
of the sort! How dare you?
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How dare I? Do you know
to whom you are speaking?
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How could I not! You tell
your log every five minutes!
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This is why Grogar
left me in charge...!
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NO! HE! DIDN'T!
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♪♪
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Grrrr! ...Huh?
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♪♪
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♪ I think I know ♪
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♪ A way that we can grow ♪
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♪ Time to try something
new something better ♪
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♪ No more Solo ♪
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♪ Trust is the way to go ♪
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♪ And all we need to do ♪
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♪ is work together ♪
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Ah, please.
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♪ No, thanks. No way ♪
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♪ I feel the need to say ♪
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♪ I'm smarter, stronger and ♪
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♪ I don't need you two. ♪
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♪ Hah! Stronger? ♪
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♪ OK. ♪
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♪ I guess we'll downplay ♪
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♪ How bad you got
your rear-end ♪
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♪ Handed to you? ♪
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♪ It's time to try ♪
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♪ A better way to be bad ♪
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♪ Do we really need ♪
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♪ A better way to be bad? ♪
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♪ United as one! ♪
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♪ Teamwork? Please,
what a fad! ♪
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♪ Combine all our strength ♪
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♪ We'll go to any length ♪
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♪ Once we have ♪
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♪ A better way to be bad ♪
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♪ Let's go! ♪
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♪ Begin ♪
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♪ This time we're gonna win! ♪
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♪ The ice you're on is thin ♪
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♪ So watch what you say ♪
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♪ I know ♪
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♪ You're in ♪
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♪ I think I see a grin! ♪
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♪ For all this pain
and torture ♪
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♪ I swear you'll pay ♪
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♪ This time we've got ♪
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♪ A better way to be bad ♪
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♪ Sounds like a long shot ♪
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♪ This better way to be bad ♪
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♪ United as one! ♪
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♪ We'll make those ponies so
sad! ♪
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♪ If we say OK ♪
107
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♪ would you just go away? ♪
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♪ Once we have ♪
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♪ A better way to be bad! ♪
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♪ We want to break
their friendship ♪
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♪ We want to make them weak ♪
112
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♪ You want revenge
on Starlight ♪
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♪ You want that huge physique ♪
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♪ So let's increase
our chances ♪
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♪ By working as a team ♪
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♪ To crush our
enemies to dust ♪
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♪ And laugh as
they all scream! ♪
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♪ I think I see ♪
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♪ A better way to be bad ♪
120
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♪ Just put me in charge! ♪
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♪ Make me Queen; ♪
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♪ you'll be glad ♪
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♪ No! Listen to me! ♪
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♪ I'm the best of us three ♪
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♪ Then you'll see ♪
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♪ A better way to be bad ♪
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♪ Wait! This is my thing! ♪
128
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♪ A better way to be bad ♪
129
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♪ You shall do as I command ♪
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♪ I will rule this triad ♪
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♪ Hey! This is my song. ♪
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♪ Sorry not any long-er! ♪
133
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♪ A better way to be bad ♪
134
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♪ Now you're making me mad ♪
135
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♪ Won't the ponies be sad ♪
136
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♪ That would make me so glad. ♪
137
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♪ Now we got a better
way to be bad! ♪
138
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Hey! You stepped on my cue!
139
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Well, I did not!
Ah.. your rhythm was way off.
140
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ENOUGH!
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I had hoped by now
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you would have resolved
your differences.
143
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But apparently not.
144
00:06:39,900 --> 00:06:42,734
Perhaps if we knew
what the plan WAS,
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we would be better
able to prepare.
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Assuming you even have a plan.
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00:06:47,941 --> 00:06:50,075
Of course, I have a plan.
148
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I have located an
object of power
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and it occurs to me this
is the perfect test.
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The three of you will work
together to retrieve it.
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00:06:58,886 --> 00:07:04,089
Against this item, those
ponies won't stand a chance.
152
00:07:04,791 --> 00:07:09,094
I have come close to ruling
Equestria several times.
153
00:07:09,296 --> 00:07:11,330
Perhaps I should be
the one to lead us.
154
00:07:11,532 --> 00:07:13,965
I nearly drained all the
magic from Equestria!
155
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That was good!
156
00:07:15,436 --> 00:07:19,604
I absorbed all the
magic of Equestria!
157
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I could feel it flowing
through my body as I grew!
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Each of you FAILED to defeat
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00:07:31,618 --> 00:07:33,786
Twilight Sparkle
and her friends.
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00:07:34,888 --> 00:07:38,390
My power is greater than
all of yours combined.
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00:07:38,492 --> 00:07:41,560
This is but a fraction
of it. Understood?
162
00:07:41,762 --> 00:07:43,628
Uh huh. OK!
163
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Now YOU shall retrieve
the rest of it.
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♪ [mysterious music] ♪
165
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Thousands of moons ago,
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the self-righteous
Gusty the Great,
167
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unable to best me
face-to-face,
168
00:08:00,781 --> 00:08:02,948
stole my bewitching bell,
169
00:08:03,350 --> 00:08:06,151
a talisman containing
much of my own magic.
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00:08:06,453 --> 00:08:08,887
The bell cannot be destroyed
171
00:08:09,089 --> 00:08:11,056
so Gusty hid it in a place
172
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it has taken me
millennia to discover.
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An enchanted cave
high atop Mt. Everhoof
174
00:08:17,564 --> 00:08:20,866
protected by magical
winds that prevent anypony
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00:08:20,968 --> 00:08:22,401
from reaching its peak.
176
00:08:22,703 --> 00:08:27,406
There the bell has
remained... until now.
177
00:08:27,908 --> 00:08:32,311
Scale Mt. Everhoof.
Bring me back my bell.
178
00:08:32,713 --> 00:08:36,315
Ha ha! The ease of this
task is laughable.
179
00:08:39,152 --> 00:08:40,919
Well, it sounded easy.
180
00:08:44,504 --> 00:08:48,504
♪♪
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Scale the mountain.
182
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Retrieve Grogar's bell.
183
00:08:52,232 --> 00:08:54,833
Together! I drew
up a detailed plan
184
00:08:54,935 --> 00:08:57,136
with several visual
aides to show how we can...
185
00:08:57,938 --> 00:08:59,905
ditch each other
and do it alone.
186
00:09:00,007 --> 00:09:01,906
Maybe when I'm waiting
for them at the top,
187
00:09:02,008 --> 00:09:03,675
then they'll appreciate me.
188
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♪ [music intensifies] ♪
189
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♪♪
190
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As if anything on this
mountain is scarier than I.
191
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Ha ha ha ha!
192
00:09:33,506 --> 00:09:39,744
♪♪
193
00:09:41,915 --> 00:09:42,647
Ptui!
194
00:09:48,021 --> 00:09:51,256
Halt! Who goes there? A pony!?
195
00:09:51,358 --> 00:09:53,091
There ain't been
ponies round here in
196
00:09:53,193 --> 00:09:55,360
I-don't-know-how-many moons!
197
00:09:58,865 --> 00:10:00,499
Oh, golly, good sir.
198
00:10:00,601 --> 00:10:03,769
I'm just a poor lost
pony looking for help.
199
00:10:04,471 --> 00:10:06,405
Oh, don't fret li'l filly.
200
00:10:06,607 --> 00:10:09,508
Ol' Rusty Bucket
here, at yer service!
201
00:10:09,710 --> 00:10:11,876
I'm so glad
I found you!
202
00:10:12,078 --> 00:10:14,647
I need help getting to
the top of the mountain.
203
00:10:14,949 --> 00:10:17,182
Eh. No can do, ma'am.
204
00:10:18,251 --> 00:10:19,450
WHY NOT!?
205
00:10:20,388 --> 00:10:25,223
Shh! Not so loud! This here's
avalanche territory!
206
00:10:25,425 --> 00:10:27,358
I'm the guardian of
this here mountain.
207
00:10:27,460 --> 00:10:30,161
It's my job to keep
ponies from heading up.
208
00:10:30,263 --> 00:10:32,497
Nothing at the top
but dangerous snow,
209
00:10:32,599 --> 00:10:34,966
dangerous ice, and
dangerous wind.
210
00:10:35,168 --> 00:10:37,436
Basically, it's dangerous.
211
00:10:38,238 --> 00:10:40,972
It must get lonely
all by yourself.
212
00:10:41,074 --> 00:10:43,442
Maybe I could be
your... friend?
213
00:10:43,544 --> 00:10:45,610
Oh! I'd love a friend!
214
00:10:46,012 --> 00:10:47,879
So now that we
are friends,
215
00:10:47,981 --> 00:10:49,782
you could help me
up the mountain.
216
00:10:50,684 --> 00:10:53,618
Hm. A real friend wouldn't
ask me to do something
217
00:10:53,720 --> 00:10:55,320
I'm not supposed to do.
218
00:10:55,422 --> 00:10:57,956
Says so right here in the
journal of friendship
219
00:10:58,058 --> 00:11:00,959
written by Twilight
Sparkle and her friends.
220
00:11:01,761 --> 00:11:04,595
ARE! YOU! KIDDING ME!
221
00:11:08,268 --> 00:11:09,435
Sshhhhhhh!
222
00:11:10,437 --> 00:11:12,070
I didn't want to
be friends anyway.
223
00:11:12,272 --> 00:11:13,204
Aww...
224
00:11:20,547 --> 00:11:22,847
♪♪
225
00:11:24,051 --> 00:11:31,256
♪♪
226
00:11:31,358 --> 00:11:32,857
Almost there.
227
00:11:32,959 --> 00:11:46,171
♪♪
228
00:11:48,975 --> 00:11:55,580
♪♪
229
00:11:55,682 --> 00:11:57,416
Nope. Not that
way neither.
230
00:12:08,929 --> 00:12:10,729
I TRIED being NICE.
231
00:12:12,732 --> 00:12:16,301
Shhhhh. Now just calm
down there, filly.
232
00:12:16,403 --> 00:12:17,370
You calm down!
233
00:12:17,571 --> 00:12:21,238
Ponies are supposed to
do what I ask them to do!
234
00:12:21,341 --> 00:12:23,908
It's like MY thing, OK?
235
00:12:31,651 --> 00:12:32,317
Eh.
236
00:12:34,387 --> 00:12:37,889
♪♪
237
00:12:37,991 --> 00:12:41,492
Apparently I don't
need anypony else.
238
00:12:42,594 --> 00:12:49,934
♪♪
239
00:13:03,850 --> 00:13:05,850
It's not. Funny. Tirek!
240
00:13:06,252 --> 00:13:10,855
Didn't make it to the
top? Surprise surprise.
241
00:13:10,957 --> 00:13:13,024
You didn't make it
to the top either!
242
00:13:13,226 --> 00:13:15,827
I didn't try to...
243
00:13:16,029 --> 00:13:16,595
What!?
244
00:13:16,697 --> 00:13:18,863
It took about five
minutes to deduce
245
00:13:18,965 --> 00:13:20,565
that Grogar was right.
246
00:13:20,667 --> 00:13:22,834
None of us could
make it up alone.
247
00:13:22,936 --> 00:13:25,737
So rather than subject
myself to the elements,
248
00:13:25,839 --> 00:13:29,607
I decided to let you
two face the danger,
249
00:13:29,709 --> 00:13:33,444
take what you learned and
use it to my advantage.
250
00:13:34,915 --> 00:13:37,348
I put up with your "I'm
smarter than you" attitude
251
00:13:37,450 --> 00:13:39,618
in Tartarus! But
I'm over it!
252
00:13:40,220 --> 00:13:42,453
I've had enough of you
trying to manipulate me
253
00:13:42,555 --> 00:13:45,490
with that insincere
syrupy sweetness.
254
00:13:45,592 --> 00:13:48,193
At least now we can
see the real you.
255
00:13:48,495 --> 00:13:52,297
This is NOT the real me!
I'm cute and LOVABLE!
256
00:13:52,599 --> 00:13:58,369
Ha! No, you're not. You're
annoying and you snore!
257
00:13:58,471 --> 00:14:00,104
I do not snore!
258
00:14:03,176 --> 00:14:06,444
At least I don't talk to
my gram-gram in my sleep.
259
00:14:06,546 --> 00:14:09,113
Don't you DARE bring
Gram-Gram into this!
260
00:14:11,584 --> 00:14:12,751
This is your fault!
261
00:14:22,595 --> 00:14:23,428
Mmm?
262
00:14:24,230 --> 00:14:26,965
♪♪
263
00:14:27,067 --> 00:14:28,866
Quick! It's
distracted! Let's go!
264
00:14:28,968 --> 00:14:29,667
Wait.
265
00:14:38,945 --> 00:14:41,880
Mmmm. So much love...!
266
00:14:42,082 --> 00:14:45,050
I haven't eaten
this well in ages.
267
00:14:45,652 --> 00:14:47,586
[gag] So gross...
268
00:14:48,088 --> 00:14:49,721
Just so we're clear.
269
00:14:49,923 --> 00:14:51,890
I didn't save you
because I like you.
270
00:14:51,992 --> 00:14:53,858
I did it because...
Because I...
271
00:14:53,960 --> 00:14:56,060
Neeeeeed us?
272
00:14:56,362 --> 00:14:57,262
...Yes.
273
00:14:57,664 --> 00:15:00,064
Clearly, I was
right to wait.
274
00:15:00,466 --> 00:15:03,134
Now tell me everything
you learned today.
275
00:15:03,236 --> 00:15:04,502
Leave nothing out.
276
00:15:04,604 --> 00:15:09,908
♪♪
277
00:15:10,010 --> 00:15:11,275
Why are you doing that?
278
00:15:11,377 --> 00:15:13,378
Didn't you already
drain it of love?
279
00:15:13,480 --> 00:15:16,014
I always save a little
for the next day.
280
00:15:16,216 --> 00:15:19,050
You cocoon all of
your... meals?
281
00:15:19,152 --> 00:15:20,102
Of course.
282
00:15:20,303 --> 00:15:22,553
So when you pony-napped
Twilight and the others,
283
00:15:22,655 --> 00:15:23,855
you cocooned them.
284
00:15:24,057 --> 00:15:27,358
Yes. Until that sow
Starlight Glimmer
285
00:15:27,460 --> 00:15:31,396
freed them, corrupted my
subjects, and stole my hive!
286
00:15:31,698 --> 00:15:33,598
Those ponies have weaknesses.
287
00:15:33,700 --> 00:15:36,167
I used that turncoat Discord.
288
00:15:36,269 --> 00:15:38,569
Tricked him into
helping me capture his
289
00:15:38,671 --> 00:15:40,705
so called "friends".
290
00:15:40,807 --> 00:15:45,276
Ah. Discord was really something
until friendship ruined him.
291
00:15:45,578 --> 00:15:47,678
You should've seen
Twilight's face
292
00:15:47,780 --> 00:15:50,515
when her friends appeared
in bubbles around me.
293
00:15:50,617 --> 00:15:51,349
She was all...
294
00:15:58,158 --> 00:16:00,558
She's SO stressed
out all the time!
295
00:16:00,660 --> 00:16:03,327
When I posed as her
former foal-sitter,
296
00:16:03,429 --> 00:16:05,696
I thought she was
going to implode!
297
00:16:08,901 --> 00:16:10,234
I wish I could
have seen her face
298
00:16:10,336 --> 00:16:13,471
when I nearly erased all
the magic from Equestria...
299
00:16:13,573 --> 00:16:17,375
ALL magic was a little
excessive, don't you think?
300
00:16:17,477 --> 00:16:18,609
Meh. I think big.
301
00:16:18,711 --> 00:16:21,079
Besides, it would've
been worth it
302
00:16:21,181 --> 00:16:24,916
just to see Twilight and
her friends bow down to ME.
303
00:16:25,018 --> 00:16:28,686
Indeed, it would. Who
wouldn't love to see
304
00:16:28,788 --> 00:16:32,490
those prissy ponies realize
they've lost everything!
305
00:16:33,793 --> 00:16:36,260
I'm a pathetic pony princess!
306
00:16:36,362 --> 00:16:40,665
I made a detailed list of
all the ways I'm a failure!
307
00:16:44,704 --> 00:16:46,737
You know, working with you two
308
00:16:46,839 --> 00:16:49,074
may not be the worst thing.
309
00:16:49,576 --> 00:16:52,143
Mm. Perhaps... as long as it results
310
00:16:52,245 --> 00:16:54,813
in the complete
destruction of our enemies.
311
00:16:55,015 --> 00:16:57,548
I wouldn't have
it any other way.
312
00:16:57,650 --> 00:16:59,450
Do the "pathetic
princess" thing again!
313
00:17:17,069 --> 00:17:18,202
I'm OK!
314
00:17:18,304 --> 00:17:26,911
♪♪
315
00:17:28,748 --> 00:18:01,623
♪♪
316
00:18:05,618 --> 00:18:06,951
[zap] Wah!
317
00:18:09,689 --> 00:18:10,789
[zap] Uh!
318
00:18:11,491 --> 00:18:13,558
Can you absorb it
and make it go away?
319
00:18:13,660 --> 00:18:16,695
I can only absorb magic
from living beings.
320
00:18:17,597 --> 00:18:18,763
Like her..?
321
00:18:19,665 --> 00:18:20,698
Betrayal!
322
00:18:21,200 --> 00:18:23,201
Not betrayal. Teamwork.
323
00:18:23,403 --> 00:18:25,269
If Tirek absorbs your energy,
324
00:18:25,371 --> 00:18:27,638
he might be strong
enough to break through.
325
00:18:27,740 --> 00:18:29,073
And then..?
326
00:18:29,175 --> 00:18:31,109
Then... he
gives it back.
327
00:18:31,711 --> 00:18:32,543
I do?
328
00:18:32,645 --> 00:18:33,412
Mhm!
329
00:18:34,013 --> 00:18:36,880
How do I know you won't
take my magic and leave me?
330
00:18:36,983 --> 00:18:39,218
Would we do
that to you?
331
00:18:40,220 --> 00:18:42,353
OK. Normally
yes, we would.
332
00:18:42,655 --> 00:18:45,389
I'll give you
your magic back...
333
00:18:46,326 --> 00:18:47,325
Do it.
334
00:18:55,201 --> 00:18:59,804
So. Much. Power!
335
00:19:01,374 --> 00:19:03,541
Welcome back, baby!
336
00:19:05,278 --> 00:19:07,178
It's not big enough for me!
337
00:19:07,480 --> 00:19:08,714
Maybe not you.
338
00:19:09,816 --> 00:19:12,984
Keep it open or I'll
be trapped forever!
339
00:19:14,086 --> 00:19:16,220
Would that be so terrible?
340
00:19:19,459 --> 00:19:23,494
Can't... hold.... much longer!
341
00:19:24,797 --> 00:19:26,464
HURRY!
342
00:19:30,102 --> 00:19:31,036
Ta-da!
343
00:19:31,938 --> 00:19:33,071
My magic...
344
00:19:41,314 --> 00:19:44,315
I... wasn't sure you were
going to give it back.
345
00:19:44,617 --> 00:19:47,618
Neither was I. But working
together seemed...
346
00:19:47,720 --> 00:19:50,555
smarter than to
continue fighting.
347
00:19:50,757 --> 00:19:53,391
When we helped each other,
it felt better somehow.
348
00:19:53,493 --> 00:19:57,328
I haven't felt like this
since before I lost my hive.
349
00:19:57,430 --> 00:19:59,630
Having others who will
be there for you...
350
00:19:59,732 --> 00:20:01,666
is pleasing.
351
00:20:02,068 --> 00:20:07,171
All of these years...
taking power from ponies.
352
00:20:07,373 --> 00:20:09,907
When you use your
power to help others...
353
00:20:10,109 --> 00:20:11,443
Yes.... it feels....
354
00:20:12,445 --> 00:20:14,144
NO!
355
00:20:14,246 --> 00:20:14,979
Whoa!
356
00:20:15,881 --> 00:20:19,217
The magic of friendship
is like a disease.
357
00:20:19,319 --> 00:20:21,953
An infection that spreads
to those around you!
358
00:20:22,255 --> 00:20:24,322
I watched it
infect my hive.
359
00:20:24,424 --> 00:20:26,390
I will NOT let it get ME!
360
00:20:26,692 --> 00:20:27,258
Same!
361
00:20:27,360 --> 00:20:28,459
Obviously.
362
00:20:28,761 --> 00:20:31,996
But... Grogar said we
have to work together.
363
00:20:32,198 --> 00:20:34,432
Grogar is too powerful.
364
00:20:34,534 --> 00:20:36,901
Something must be
done about that...
365
00:20:37,603 --> 00:20:41,105
Let Grogar think we're
his loyal servants.
366
00:20:41,207 --> 00:20:45,043
In the meantime, we'll
hatch our own plan.
367
00:20:45,145 --> 00:20:48,579
Ooo. I love a good
backstabbing!
368
00:20:48,981 --> 00:20:50,414
After that, we can go back
369
00:20:50,516 --> 00:20:52,883
to trying to..
destroy each other.
370
00:20:52,985 --> 00:20:55,453
In the meantime, what
do we do with this?
371
00:20:57,190 --> 00:21:00,258
You failed to
retrieve the BELL?
372
00:21:00,860 --> 00:21:03,427
We're sorry,
Almighty Grogar.
373
00:21:03,529 --> 00:21:05,997
We worked together
as you asked!
374
00:21:06,099 --> 00:21:08,599
We just aren't as
powerful as you!
375
00:21:13,606 --> 00:21:14,806
Obviously!
376
00:21:15,208 --> 00:21:17,108
At least you finally
did as you were told
377
00:21:17,210 --> 00:21:18,609
and worked together.
378
00:21:19,946 --> 00:21:20,979
Of course!
379
00:21:21,281 --> 00:21:22,847
Whatever you command.
380
00:21:22,949 --> 00:21:24,849
Forget about
that old bell.
381
00:21:24,951 --> 00:21:25,719
You were right!
382
00:21:25,820 --> 00:21:29,888
We're SO much more powerful
when we work as a team...