Sleepless in Ponyville


 * [rain falling]
 * [splash]
 * [shop bell ringing]
 * [items clattering]
 * Shopkeeper: May I help you, traveler? Hmm, something drew you to my shop... something powerful. Ah, you have a keen eye. The Alicorn Amulet is one of the most mysterious and powerful of all the known magical charms. Uh, ah— I'm afraid this is... far too dangerous.
 * [bits clinking]
 * Shopkeeper: [quickly] Would you like that gift-wrapped?




 * Fluttershy: Don't be scared, little friends. Twilight is wonderful with magic. [to Twilight] Anything happens to them, Twilight, so help me...
 * Spike: Aww, don't worry, Fluttershy, Twilight's magic has gotten a lot better since she accidentally crushed me and Applejack with a giant snowball.
 * Fluttershy: Of course she's good with magic. Twilight's great with magic. I guess I just don't want my little friends to be scared. Oh, oh, look how scared they are!
 * [animals chittering]
 * Twilight Sparkle: I promise, Fluttershy. Nothing bad will happen to them.
 * Fluttershy: [high-pitched] I know! Stop, stop! They can't take it!
 * [animals chittering and cheering]
 * Fluttershy: [teeth chattering]
 * Spike: Twilight, that looks amazing!
 * Twilight Sparkle: Phew!
 * [animals chittering]
 * Twilight Sparkle: That's all for now, little ones. Maybe we can practice again later, if Fluttershy says it's alright.
 * [animals chittering]
 * Spike: Your magic has really improved since we came to Ponyville, Twilight. Princess Celestia's going to love it.
 * Twilight Sparkle: Thanks, Spike. I have to be at my best when she arrives with the delegates from Saddle Arabia. I can't believe she's trusting me with the entertainment.
 * [thud]
 * Rainbow Dash: Twilight! Come quick! It's an emergency!


 * [poof]
 * Rarity: [gasp] You beast! This shade of brown should only be used for accents!
 * Pinkie Pie: Come on, Applejack. We've got to get her in a nice, soothing pink, stat!
 * Twilight Sparkle: What's going on here?
 * Trixie: Well, well, well. If it isn't... Twilight Sparkle.
 * [ponies gasp]
 * Twilight Sparkle: [gasps] Trixie!
 * Spike: What's she doing here?
 * Rainbow Dash: You call that great and powerful?
 * [poof]
 * Rainbow Dash: [yelps]
 * Snips: Oh! She's Rainbow Wobble, now!
 * Snails: Yeah! Ha ha ha ha!
 * Rainbow Dash: [yelps]
 * Snails: Good spell, oh Great and Powerful Trixie!
 * Trixie: You two! Quiet!
 * [poof]
 * Snips: Uh, hey! W— What happened?
 * Snails: Get off of me! Brbrbr.
 * Snips: Let go!
 * Snails: Go this way!
 * Twilight Sparkle: Stop picking on my friends, Trixie!
 * Trixie: You and I have some unfinished business. My magic's gotten better since I was here last. And I'm going to prove it! Me and you, a magic duel. Winner stays, loser leaves Ponyville forever!
 * Twilight Sparkle: Forget it! I'd never make a deal like that!
 * Trixie: Hm. Your choice.
 * Spike: [yelps]
 * [stretching noise]
 * [bouncing]
 * Twilight Sparkle: Trixie, put him down. Why are you doing this?
 * Trixie: Why? Because you humiliated me! After you showed me up with that Ursa Minor, I became a laughing stock! Everywhere I went I was laughed at and ostracized. I even had to take a job on a rock farm just to earn a living! A rock farm!
 * Pinkie Pie: Hey! You're lucky a rock farm would take the likes of you!
 * [click and drag sounds]
 * Trixie: Now I want revenge! And I'll just keep casting spells 'til you agree. Well? What do you say?
 * [Snails and Rainbow Dash grunting]
 * Spike: Whoooaah! Help... me!
 * Twilight Sparkle: Alright, Trixie. Let's duel!
 * Trixie: Excellent.
 * [thud]
 * Rarity: [crying]
 * Pinkie Pie: [indignant muffled noises]
 * Trixie: If I lose, I won't set hoof in Ponyville again. But if you lose, you're the one banished from this one-horse town!
 * Rest of main cast: [gasps]
 * [tense music]
 * Trixie: Draw!
 * [poof]
 * [ponies gasping]
 * Shoeshine: [Wilhelm scream]
 * Twilight Sparkle: [grunts] Phew. [gasps]
 * [poik]
 * [parasprite burping]
 * Twilight Sparkle: [exhales]
 * [snow melting]
 * Rest of main cast: [laughing]
 * [snip, snip]
 * Trixie: Snips, Snails, step forward!
 * Snips: Wh— what is it, oh Great and P— P— Powerful Trixie? [laughs nervously]
 * Baby Snips: [crying]
 * Twilight Sparkle: An age spell? But... how could you do an age spell? That's only for the highest level unicorns!
 * [wiping noise]
 * Trixie: Well, Twilight? Give up?
 * Twilight Sparkle: [sighs] [grunts]
 * Baby Snips: [surprised noise]
 * Spike: Come on, Twilight, you can do it!
 * [magic sputtering]
 * [thud]
 * Baby Snips: [crying]
 * Old Snails: [spine clicking]
 * Trixie: Trixie is the highest level unicorn! [laughs] And now it's time for you to leave Ponyville! FOREVER!
 * Applejack: That's enough, Trixie!
 * Rarity: You proved your point, but you can't possibly expect Twilight to leave Ponyville!
 * Trixie: You fools! She's already gone!
 * Twilight Sparkle: [yelps]
 * [pop]
 * [thud]
 * Twilight Sparkle: It's okay, guys. I'll figure something out. Just take care of each other. And keep an eye on Trixie. There's something strange about her.
 * Spike: Twilight? [thunk]


 * Twilight Sparkle: [grunts of exertion] Ugh! It's impossible! How could Trixie know such advanced magic? Without Spike, I can't get a message to the Princess in Saddle Arabia. So who else do I know who understands strange and powerful magic?


 * [tribal music]
 * Zecora: Your tale of woe upsets me so. [sips] No wonder you're dour. It's an abuse of power!
 * Twilight Sparkle: I don't know what to do, Zecora. I feel like I've abandoned my friends. But I can't take her on horn-to-horn.
 * Zecora: [sips] If you train with me, so good you'll be. I'll show you the way to make sure she won't stay.
 * Twilight Sparkle: You'll train me in magic? But she was doing age spells, weather spells, you name it!
 * Zecora: When it comes to magic, it would be tragic if somepony licked me, especially Trixie.
 * Twilight Sparkle: You really think I can beat her?
 * Zecora: Mm-hmm.
 * Twilight Sparkle: Okay, when do we start?


 * [banner unfurling]
 * Trixie: You two! Hurry up with my throne.
 * [splat]
 * Trixie: And you, how long do I have to wait for my applesauce facial?
 * Applejack: Forget it, Trixie! I ain't doing nothin' 'til you let Twilight come home! [laughs uncontrollably] Okay, I'll do it! Just make it stop! Hoo!
 * [crash]
 * Trixie: I thought I told you to dance!
 * Rarity: Oh, Trixie's cruel magic is ruining Ponyville. Ow! [whines] Oh, somepony has to help us!


 * [tribal music]
 * Zecora: Ah, no noise, no sound, no din, no fuss must interfere with your focus. Unlearn what you have learned. Only then can victory be earned.
 * Twilight Sparkle: [grunts]
 * Trixie: [echoing] Trixie is the highest level unicorn! [laughs]
 * [splash]
 * Twilight Sparkle: [yelps]
 * [splash]
 * Zecora: There is much, much that I can teach, but the answer you need may still be out of reach.
 * Twilight Sparkle: I'm sorry, Zecora. I'm trying my best, but... I can't stop thinking about Trixie. There was something different about her. It's like she's gone from high and mighty to mean and nasty.
 * Zecora: Your thinking needs a readjust. Total concentration is a must.


 * [banners flapping in wind]
 * [wind whistling]
 * Rarity: Ugh, this really doesn't seem to be getting us anywhere.
 * Pinkie Pie: [muffled noises]
 * Applejack: I hear you, Pinkie. I can't find anything that describes the kind of magic Trixie's doin'.
 * Spike: Ugh, there must be something! Twilight has every magic book there is!
 * Fluttershy: [quietly] Um, I think I may have found something?
 * Rarity: Yes, it's time for us to consider our futures in this new Trixie-led Ponyville.
 * Fluttershy: [quietly] Um, this sounds an awful lot like Trixie's magic–
 * Applejack: She wants me to grow apples with no peels! Now how the hay am I supposed to do that?
 * Fluttershy: [quietly] Um, there's a picture here of that necklace–
 * Pinkie Pie: [muffled noises]
 * Fluttershy: [quietly] It's called the Alicorn Amulet, and whoever wears it is blessed with untold—
 * Spike: Hey, everypony, look! This book has a picture of Trixie's necklace! It's called the Alicorn Amulet, and whoever wears it is blessed with untold powers!
 * Fluttershy: [quietly] If you read a little further, you'll see—
 * Rarity: [reading] Even though it provides great power, it also corrupts the user!
 * Fluttershy: [quietly] Yes, but, um, you can't—
 * Spike: [reading] You can't just take the Alicorn Amulet off her neck, it has a magical lock! Trixie's the only pony who can take it off!
 * Fluttershy: [quietly] Maybe we could—
 * Applejack: We need to get this information to Twilight. She'll know what to do.
 * Fluttershy: [quietly] But, h— how—
 * Rarity: If any of us try to leave, Trixie's magical force field will tell her!
 * Fluttershy: [quietly] Maybe we should—
 * Rainbow Dash: I've got it! Trying to sneak past the force field would be impossible without help, but I know who's got the goods to get into those woods!
 * Fluttershy: [quietly] It— it must be—
 * Rainbow Dash: Fluttershy!
 * Fluttershy: Whaaat?!
 * [thud]
 * Applejack: What do you say, Fluttershy? Can you handle the mission?
 * Fluttershy: No! I'll crack under the pressure! I'll snap like a twig!
 * Rainbow Dash: Perfect! Fluttershy'll sneak out of Ponyville and find Twilight.
 * Fluttershy: But— but I—
 * [thud]
 * Fluttershy: [teeth chattering] [sighs] Okay.
 * Applejack: Alright!
 * Other ponies and Spike: [general agreement]
 * Rarity: I know just the design for a dangerous mission outfit!


 * Snips and Snails: [grunts of exertion]
 * Trixie: Pull, you fools! [cracks whip] Somepony set off the magic force field, and Trixie intends to punish them!
 * Snips: [gasping] But... wouldn't it be faster if we had some... wheels?!
 * Trixie: The Great and Powerful Trixie doesn't trust wheels. Now pull faster!
 * Snails: [gasping] I'm telling ya, Snips, she's getting weirder and weirder!
 * [whip cracking]
 * Snips and Snails: [grunts of exertion]
 * Trixie: Stop! You there! What are you doing?!
 * [beaver chittering angrily]
 * [thud]
 * [poof]
 * Snails: Gah, why is she so mean to us?
 * Snips: Yeah! I miss the days when she was just a fraud!
 * [whip cracking]
 * [grinding noises]
 * [beaver chittering]
 * [pop]
 * Fluttershy: Oh, oh dear! Rarity's dangerous mission outfit is ruined! Guess we'd better go back! [laughs nervously]
 * [beaver chittering]
 * [birds tweeting]
 * Fluttershy: Oh, okay, okay, you're right. I need to be brave and find Twilight.
 * [bird tweeting]
 * Fluttershy: Oh! Y— you found her?
 * [bird tweeting]
 * Fluttershy: She's in the Everfre Forest?!
 * [whoosh]
 * [pop]
 * Fluttershy: Oh, this is me being brave! I wanna be brave at home, locked in my closet, with my teddy bear!


 * [tribal music]
 * Fluttershy: [sips]
 * Twilight Sparkle: I can't believe I didn't recognize the Alicorn Amulet!
 * Fluttershy: The more she uses it, the more it will corrupt her!
 * Twilight Sparkle: But how am I supposed to beat that amulet? My magic's not good enough!
 * Zecora: Twilight Sparkle, much work have you done. You learned all of my lessons; all but one. If Trixie's tricks have you in a fix, you must nix your magic and use the six.
 * Twilight Sparkle: Nix your magic, use the six... Nix your magic, use the six! Use the six! That's it! Zecora, you're a genius! Now we'll need to get you back inside Ponyville, Fluttershy.
 * [scribbling]


 * [dragging noises]
 * Trixie: This better not be another false alarm, or the Great and Powerful Trixie will– [gasps] You! [muffled] What's the matter, Twilight Sparkle? Not enjoying your exile?
 * Twilight Sparkle: I know about the Alicorn Amulet. I know you cheated.
 * Trixie: Cheated? Moi?
 * Twilight Sparkle: Yeah. And I thought you might wanna see what a real magical amulet looks like. Zecora gave it to me. [muffled] It's from beyond the Everfree Forest, [normal] and it's way more powerful than your measly little Alicorn Amulet!
 * Trixie: Ha! Nothing's more powerful than the Alicorn Amulet! And nopony's more powerful than the Great and Powerful Trixie!
 * Twilight Sparkle: [muffled] Care to put your amulet where your mouth is? [normal] How about another duel?
 * Trixie: [muffled] Why should I? I already beat you.
 * Twilight Sparkle: That's up to you! But I guess you'll never see the totally awesome magic from beyond the Everfree Forest. Come on, Zecora.
 * Trixie: Wait!
 * [poof]
 * Trixie: Okay, okay, you're on! A second duel.


 * [thunder rumbles]
 * [lightning cracks]
 * [hoof stomps]
 * Trixie: Let's start with a simple age spell, shall we?
 * Twilight Sparkle: Let's.
 * Trixie: Snips, Snails.
 * [poof]
 * Baby Snips and Baby Snails: [crying]
 * Trixie: An oldie, but a goodie, ha. Now, let's see what your little charm can do.
 * Twilight Sparkle: No problem. Um, Applejack, Rarity? Could you help me, please?
 * Applejack: Huh?
 * Rarity: Huh?
 * [scratching]
 * [magic zap]
 * Trixie: Oh, ho-hum. So you can do an age spell, big deal.
 * [magic zap]
 * [magic zap]
 * [magic zap]
 * [magic zap]
 * Trixie: That's... That's impossible!
 * Twilight Sparkle: That's nothing!
 * [magic zap]
 * Rainbow Dash: Yow!
 * Trixie: How did you–
 * Twilight Sparkle: Duplication spell. Ever see one pony play ten instruments?
 * [magic zap]
 * Pinkie Pie: [plays one-pony band]
 * Trixie: This... just can't be!
 * Twilight Sparkle: Ooh, one more. I can turn a mare into a stallion.
 * [magic zap]
 * Big McIntosh (as Male Applejack): (nervously) Eeyup.
 * [magic zap]
 * Twilight Sparkle: Well, Trixie, looks like my amulet is more powerful than yours– Hey! Give it back!
 * Trixie: [laughs] With this amulet, I shall now rule all of Equestria!
 * [click]
 * [electricity sparking]
 * [click]
 * Trixie: Witness, my subjects. Gaze upon an ever greater and 'powerful-er' Trixie!
 * [lightning cracks]
 * Trixie: Hey! [coughs] I don't need that old Alicorn Amulet. I have this!
 * [weak electricity crackling]
 * Rainbow Dash: [laughs] Stop it! Tha— that tickles!
 * Trixie: Tickles?! That was supposed to make you writhe in agony! This amulet is defective! [zaps magic] Give mine back!
 * Rainbow Dash: Sorry. This is going back into hiding where it belongs.
 * Twilight Sparkle: By the way, Trixie, the amulet around your neck? It's one of Zecora's doorstops.
 * [rock shattering]
 * Trixie: [upset] But... how did you do those spells? Nopony can do those spells!
 * Twilight Sparkle: You're right. Not even me. Zecora taught me so much about magic while I was in exile. She even taught me when not to use it. My magic alone wasn't powerful enough to take on the Alicorn Amulet head to head, so I needed to use a different kind of magic – the magic of friendship. I also knew that the only pony who could get the amulet off your neck was you.
 * Trixie: But... what about the pony with the ten instruments?
 * Twilight Sparkle: That's not magic. That was just Pinkie Pie.
 * Pinkie Pie: [continues playing one-pony band]
 * [ponies cheering]
 * [birds singing]


 * [ponies in awe]
 * Saddle Arabian delegates: Oooh!
 * [fireworks exploding]
 * Twilight Sparkle: Trixie?
 * Trixie: It's the least I could do. I treated you and your friends so horribly when I was wearing that Alicorn Amulet. I just couldn't control myself. You can forgive me, can't you?
 * Twilight Sparkle: Hmmm. Sure.
 * Trixie: Oh, good. Don't you think the Great and Apologetic Trixie is the most magnificent humble pony you've ever seen?!
 * [poof]
 * [thud]
 * Pinkie Pie: [angry muffled yells]
 * [poof]
 * Pinkie Pie: [inhales]


 * [music]
 * [credits]