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Pinkie Pie: Hear ye, hear ye! The Ponyville Foal and Filly Fair is almost ready to begin!
[crowd chattering]
Pinkie Pie: Whee, ha-ha, whoa! [laughing]
Rarity: Just because the attendees are young doesn't mean they don't deserve my very best creative work. Why, this puppet theater is going to be the talk of the Foal and Filly Fair!
Spike: How could it not be? You're the one making it...
Rarity: Oh! But I couldn't have done it without the help of one of my dearest and most supportive friends! You are my favorite dragon.
Spike: Your favorite dragon? Aw, gee...
Rarity: The hours have been long, the work taxing beyond compare, but it will all be worth it when we hear those three little words!
Claude: This is awful!
Rarity: Awful?!
Claude: And completely unusable. Hmmm... Ugh! It doesn't travel! Oh, there's no room for my puppets! It appears I won't have a traveling puppet theater to use after all.
Spike: I don't know what that guy was talking about. This thing is perfect!
[theme song]
Rarity: This is terrible, simply terrible! [whines]
Spike: So that puppeteer didn't like your exquisitely crafted best puppet theater in the history of puppet theaters puppet theater. [beat] You can just contribute something else to the Foal and Filly Fair.
Rarity: [sobbing] I suppose I could... Oh, forget it, Spike. I'd never have something finished in time! [crying] [nomming] I wanted to leave my creative mark on the fair, and I failed – [chewing] miserably! And that makes me miserable! [crying]
Spike: Argh, there's gotta be something in here somewhere.
Owlowiscious: [hoots]
Spike: It's not "who", it's "what"! Like, what can help Rarity make something in time for the fair? She really, really, really wants to make a creative contribution. She said I'm her favorite dragon, so it's up to me to come through for her in her time of need. There's gotta be some kind of spell that'll do the trick.
Owlowiscious: [hoots]
Spike: Come on, help a dragon out!
Owlowiscious: [hoots]
Spike: Ugh! It's not for me! It's for Rarity! The one who made you that bow tie you like so much?
Owlowiscious: [hoots]
Spike: Okay, I get it.
[gears cranking]
Spike: You don't think we should use magic– What is that?
Owlowiscious: [hoots]
Spike: [blows fire]
Owlowiscious: [hoots nervously]
[bats chittering]
Owlowiscious: [hoots nervously]
Spike: What? If I wasn't supposed to have it, it wouldn't be so easy to get. And it's covered in spikes, like me.
Owlowiscious: [hoots nervously]
Spike: "Inspiration Manifestation: Instantly brings ideas to life."
Owlowiscious: [hoots nervously]
Spike: I'm likin' the looks of this one. Hmmm.
Rarity: [crying] [nomming]
Spike: Rarity!
Rarity: Leave me be! Can't you see how distraught, disappointed, and downtrodden I still am?
Spike: But I brought you something.
Rarity: Unless it's another carton of vanilla oat swirl or word that the festival has been cancelled, I don't think I'm interested.
Spike: It's magic!
Rarity: Spike, precious scales, I already have magic.
Spike: But not the kind that can help you create something in time for the fair. This can!
Rarity: I suppose it's worth a try. "From in the head to out in the world, every thought to action. Hold close this book and through its spell, you'll start a chain reaction, projecting forth whatever beauty you see. Only when true words are spoken will you finally be set free."
Spike: Did it work?
Rarity: Hm, there's only one way to find out.
[magic zap]
Rarity: [gasps] Oh, my! I thought about making this a much more beautiful spell book, and I have!
[magic zap]
Rarity: Dear, dear Spike! Here I was about to give up, but like a true friend, you've come through with flying colors! Come! We must find the puppeteer right away, so that I may provide him with the most fabulous theater he's ever imagined! Or, should I say, that I've ever imagined.
Claude: Ah, Miss Rarity, come to see the show, I presume? You'll notice I had to make do in light of your recent failure to produce a functioning theater.
Rarity: Oh, but I think you'll find the new one I've created will be much more to your liking!
Claude: [mumbling] Ah, well, it is gorgeous, but that was never the problem now, was it? Oh, well, this one does seem to travel. Plenty of room for my puppets... I say, Miss Rarity, I don't know how you managed to do so in such a short amount of time, but you seem to have redeemed yourself. How did you manage to do so in such a short time?
Spike: As a matter of fact, she used a s–
Rarity: A good designer never reveals her tricks.
Rarity: Thank you again, Spike, for being such a dear friend and finding this book for me!
Spike: My pleasure. Well, guess I can return it now that the fair's over.
Rarity: Oh, yes, of course. I've made my creative contribution as I'd hoped to do, and all is well! Uh, then again, perhaps I should keep it just a skotch longer... You don't mind, do you, Spike?
Spike: Of course not! See you tomorrow! [to Owlowiscious] What? She'll keep it for a few more hours, no harm in that.
[distant magic zaps]
Spike: [whistling]
Spike: Rarity?
[muffled magic zaps]
Spike: Whoa!
Rarity: Spike, I'm so glad you're here!
Spike: Whoa! Are... you okay?
Rarity: Oh, I've never been better! This book you've given me is amazing! Why, I, I, I, I've been up all night just creating and creating and creating and creating! I've completed my fall line for the next fifteen seasons!
Spike: Wow!
Rarity: But then I started thinking, 'why stop there'? Oh, Spike, I've always thought this town of ours could use a few beautifying upgrades, and with this book, I can make that happen with such ease! You will support me in this endeavor by letting me keep the book just a little longer?
Spike: Of course I will!
Owlowiscious: [hoots nervously]
Spike: [panting] What do you say we get a little breakfast before we get started?
Rarity: No time for breakfast! I want to get started right away!
Spike: Technically, we do have time, because with that book held close, you can just make things– Rarity?
Rarity: Now, this is exactly what I'm talking about! Why, that cart hasn't an ounce of stylish flair!
[magic zap]
Granny Smith: My eyes playin' tricks on me again?
Applejack: What in rhubarb pie just happened?
Rarity: Isn't it gorgeous?
Spike: It's amazing! You should ask Applejack if she wants you to give all the Apple family carts a makeover!
Rarity: Oh, I don't really think I need to ask permission, darling. Everyone loves surprises, especially when they're gorgeous ones!
Spike: You're right! Everypony does love surprises.
Rarity: [hushed] We shouldn't even tell anypony that it's me who's behind all the fabulous changes I'll be making! [giggles] Won't that be a fun little secret for the three of us to share?
Spike: The... three of us?
Rarity: You, me, and the book, of course. My marvelous, marvelous book!
Spike: ...Of course.
Rarity: Promise me you won't say a word to anypony?
Spike: [muffled] You got it!
Rarity: I knew I could count on you, Spike. And I also know just what I want to do next!
Rainbow Dash: [sounds of exertion] Take that! And that! [grunting] [laughs]
[magic zap]
Rainbow Dash: What in the... Get... it... off... me! [grunts]
Rarity: I've always thought Rainbow Dash could use a little more glamor, and now look at her! Cloud-busting with style! [short laugh] Moving on!
Spike: She'll be fine. It's just a dress. Uh, wait for your favorite dragon!
Rainbow Dash: [exhales]
[birdseed pouring]
Fluttershy: La la-la la-la la-la la la... There you go, Mr. Robin!
Mr. Robin: [chirping]
Fluttershy: Don't you look so content in your little house–
[magic zap]
Fluttershy: [gasps] Oh, my goodness!
Mr. Robin: [distressed chirping]
Fluttershy: You're lost? No, not that way, that looks like it's the door to a... bedroom. Try that one over there. No, no, that leads to a...
[door slams]
Fluttershy: Shoe closet? Oh, dear. Maybe try the staircase? Oh, no-no-no, the other staircase.
Rarity: Isn't it gorgeous?
Spike: It's probably the most beautiful birdhouse ever created.
Rarity: Go on.
Spike: I'm just not sure how the bird feels about it.
Rarity: Pfft, what does a bird know about architectural design? What matters is what you think, Spike. And you love it. Don't you?
Spike: Of course I do. It's so... [beat] Rarity.
Rarity: It is, isn't it? Ooh!
[foals laughing]
Rarity: Oh, adorable! But it could use a touch of class, don't you think?
Spike: Oh yeah, definitely.
[magic zaps]
Rarity: This party doesn't even seem to have a proper theme. Let's do something about that, shall we?
Spike: You've already made things look really really great. Maybe you should stop while you're ahead?
Rarity: You're right, Spike! There's so much to do elsewhere!
Spike: Right! Elsewhere...
Rarity: Just one more little thing before we go...
[abrupt music change]
Rarity: Why, this party is certain to make the society page now. Won't Pinkie Pie be pleased?
Pinkie Pie: Happy, happy day to– huh?!
Rarity: I am simply buzzing with ideas. Simply buzzing!
Spike: That's great! But, uh, you've been at this for a while now. How 'bout you take a break? Give that brilliant mind of yours a rest?
Rarity: Don't be silly! I'm not going to stop now! Why, I won't stop until every inch of Ponyville has benefited from my creative vision! Starting with you, Spike!
[magic zap]
Rarity: You look fabulous!
Spike: All because of you, heh...
Rarity: Anything for my favorite dragon and most supportive friend. Come, there's so much more to do!
Twilight Sparkle: [gasps] Oh no, not you too!
Spike: What do you mean, not me too?
Twilight Sparkle: Oh. Judging by that outfit, I thought for sure you'd–
Spike: What? This? I just wanted to try out a new look.
Spike: You like?
Twilight Sparkle: Hmm... Well, in that case, have you seen anypony suspicious around?
Spike: Uh, nope.
Mayor Mare: Princess Twilight, the gazebo has been turned into solid crystal, and two ponies are now trapped inside its walls!
Owlowiscious: [hoots]
Spike: No! I made a promise to Rarity to keep this to myself!
Owlowiscious: [hoots]
Spike: [sighs] But you're right, Owlowiscious. I have to tell. And once I do, I can forget Rarity thinking of me as her most supportive friend... I can forget Rarity thinking of me as a friend at all...
Spike: [sighs] I can't do it. I promised I'd keep all of this between the three of us!
Owlowiscious: [hoots]
Spike: Of course it's weird she meant her, me and the spell book. But– The spellbook! Of course! If I can get it away from her, I bet she won't be able to use its magic anymore! Oh, come on, it's the perfect plan! I... just have to figure out which way she went.
Stallion: I can't see!
[ponies complaining]
Spike: I'm thinking she's headed this way.
Rarity: [giggling] What do you think you're doing?!
Spike: Uh, me? I was just, uh... basking in your creative radiance.
Rarity: Oh, Spike, you do say the nicest things.
Spike: Thanks.
Rarity: Now, where was I? Oh yes! Gold-plated rooftops for everypony!
Owlowiscious: [hooting]
Rarity: Spike!
Spike: [chomp]
Rarity: I have just had the most marvelous idea!
Spike: [gulps] [gasps] Of course you have. You're Rarity.
Rarity: My work here in Ponyville is nearly complete. Don't you think it's time the rest of Equestria benefited from my creative vision?
Spike: Absolutely!
Rarity: Ooh, I'm thinking we go by chariot! Or, as everyone will soon be calling them, "Rariot"! [laughs]
Spike: Oh, yeah, we should definitely go by–
[magic zap]
Spike: Huh?! How... how did you... do that?
Rarity: Why, whatever do you mean?
Spike: The book! It's– I mean– you don't– it's gone! The book is gone!
Rarity: Gone? Why, it's right there. [gasps] I need my book, Spike! What have you done with my book?! [growls]
Spike: Why would I do anything with your book? We're friends! It... it was probably the owl!
Owlowiscious: [hoots]
Rarity: But, wait... I don't seem to need it anymore, do I? Yes... yes...! I can feel its magic flowing within me now! I'm so excited! I'm so excited!
Spike: [quietly] I'm so scared.
Rarity: Oh, the places we'll go, Spike! Manehattan, Fillydelphia, Canterlot! And there you'll be by my side, just as you've always been here in Ponyville, your constant praise and adoration driving me to even greater heights, until there isn't an inch of Equestria that hasn't been utterly transformed by my creative genius!
Spike: ...No.
Rarity: What did you say?
Spike: I said 'no'. You've been changing things, but you haven't been making them better. I should have told you the truth at the very beginning, but I didn't because I was trying to be a supportive friend. [sighs] But instead, I let you become something awful.
Rarity: Awful?
[magic whirling]
Rarity: Ugh... what happened?
Spike: Rarity! You're okay?
Rarity: I... I think so... though by the looks of it, something quite terrifying has happened to Ponyville.
Spike: You happened.
Rarity: Me?
Spike: The last part of the spell!
Rarity: [flashback] Only when true words are spoken will you finally be set free.
Spike: The spell took over you, and you wanted to change everything in Equestria. I was afraid to tell you how I really felt about it, but then I... I told you the truth.
Rarity: Dearest Spike, you should never be afraid to tell me the truth. We're friends, remember?
Spike: Today I learned how important it is to be honest with your friends when they're doing something that you don't think is right. A true friend knows that you're speaking up because you care about them.
[door opens]
Twilight Sparkle: Spike. Never, ever, ever, ever take another book out of the library at the castle without asking! Princess Cadance and Princess Luna have much better things to do than help me clean up Ponyville! Do you have any idea how hard it was to reverse that much dark magic?!
Spike: [chuckles] You don't look so good.
Twilight Sparkle: [growls]
Spike: What? I'm just being honest! It's what good friends do!
Twilight Sparkle: [growls]