In the sky, the girls are able to fly to Manehattan. However, Rainbow and the others are getting tired. Other than Fluttershy, the other wing girls have to carry the friends who doesn't have wings of their own.
Pinkie says, "Well it looks like we made it to Manehattan, but we're not at the school yet."
"According the the rainbow trail, it seems to be near downtown," Twilight replies, adjusting her glasses.
"I hope it's not any father now. Phew, my wings are getting a bit tired," Rainbow says feeling a bit tired.
"Bet you never had to carry a person before," Applejack remarks.
"Nope," Rainbow bluntly answers.
Fluttershy sadly sighs, and says, "I hope we can help Falling Star and Sun. I just hope this Mistress Star hasn't done anything awful to her."
"I don't think so. Even though Falling Star has been consumed by magic and turned into this Mistress Star character, I don't think she will hurt Sun," Adagio clarifies.
.Aria sighs, "I just hope Sun can reason with her until we get there."
The girls continue to fly to downtown town, and see the rainbow leading to a large red building with white and black linings at the windows.
"Looks like we made it," Rarity says seeing the building,
Then Rainbow says, "Let's hope we can stop her and save Sun before the magic gets worse."
The friends fly over to the school to where the trail lads. They are able to land safely on the ground. Once on the ground, the girls walk over to the opening of the gym. Luckily, the doors to the gym are still open so they decide to take a peek inside. They gasp shock to see what is going on in there. They see all the students having glowing eyes, and black stars on their forehead. They fear that Mistress Star has taken control of everyone in the school.
Fluttershy quietly says, "Look over there."
The look inside and see Mistress Star is sitting on a throne on the stage. At the side of Mistress Star, they see Sun still unconscious and is trapped in a protective field.
Aria asks, "Okay so we ound Sun and Mistress Star, but how exactly are we going to stop her and save Sun?"
"Well maybe some of us can create a distraction while the rest of us try to get Sun out of that bubble," Pinkie suggests.
"That… could work," Rainbow questionably replies.
Then Applejack asks, "But we do after we get Sun out of there?"
"That I don't know," Pinkie sheepishly replies, shrugging her shoulders.
Then Adagio says, "We need to find someway to convince Mistress Starto stop. I know what it's like to be consumed by magic like that."
"So do I," Twilight sadly replies.
Sonata smile and says, "And that's how we can distract her."
Sonata then grabs hold of Adagio and Twilight as she says, "Follow me!"
With that, she drags Twilight and Adagio in the gym. Rainbow, Aria and Applejack follow them inside, while Rarity, Pinkie, and Fluttershy quietly sneak inside, and hopefully able to get to Sun without Mistress Star seeing them.
Sonata continues to walk around the hypnotized people, and is able to make it a few feet away from the stage.
Sonata happily calls out, "Hi Mistress Star!"
Mistress Star hears this and look to see Sonata and the others. The zombies turn to face them and is about to grab them. But Mistress Star uses her magic to get a message to the slaves, telling them that she'll deal with them.
Mistress Star shows a smile, and says, "Hello girls, it's very nice to see you there of all places. And… I see I'm not the only one who poses magic as well."
"We sure do alright," Applejack bluntly replies.
Then Rainbow says, "Falling Star… I mean Mistress Star, don't you think you're taking this a little too far."
"No. No I don't," Mistress Star firmly answers.
"But Mistress Star, what you're doing is not just mean, it's also very dangerous," Sonata explains.
"Yeah. Sometimes magic cause more trouble than what it's worth. You need to stop this before your magic gets out of hand," Aria advise.
"And how exactly will this magic be too dangerous for me to use? From what I can see. it given me everything I wanted," Mistress says with a grin, and not listening to the others.
"I don't think so. Even though Equestrian Magic have given my sister and I power in the past. But sadly, we weren't fully happy with it. Sometimes powerful magic doesn't lead to really happiness," Adagio explains.
Seeing Fluttershy and the others getting close to Sun on stage, they need to explain it to Mistress Star more. They need to talk to her more to distract her.
Then Twilight worriedly says, "Adagio is right. She, her sisters, and I were consumed by magic before, and caused us to get out of control. Maybe it's time you stop using magic. Too much of it can be dangerous if you can't control it."
"Even if it did help you get what you want. It won't solve your bully problem. In the end, you'll end up being as bad as they were when they hurt you," Rainbow adds with a stern look.
Mistress Star gets off of her throne, and floats to the others. Now it's Fluttershy and the others chance to get Sun out of the bubble.
Mistress Star says to the others, "None of you have any idea what I've been through, and I'm not going to stop till I make each and everyone of them pay…"
While Mistress Star is talking to the girls, Fluttershy, Rarity and Pinkie sneaks on the stage, and look to see Sun inside the bubble.
Fluttershy asks,"How are we going to get her out?"
"I don't know. A magical field might be too hard for us to break, and none of us knows magic like Sun doesn't," Rarity says in a dramatic tone.
Pinkie steps forward, and says, "Leave it to me."
She turns to Rarity and asks, "Rarity, do you have one of your sewing needles?"
"Yes?" Rarity answers then brings out a sewing needle from her mini sewing case. Rarity always brings it for emergencies.
Pinkie simply takes it from Rarity and walks to the bubble. Then she pricks the bubble with the need and it pops like a balloon. Fluttershy and Rarity are shocked to see this, and wonder about something.
"How do you know that?" Rarity asks.
"It's like a bubble, and you need something sharp to pop it," Pinkie answers with a smile on her face.
Rarity and Fluttershy are still confused about Pinkie's methough. But now is not the time to worry about it. They need to see if Sun's alright. They walk to Sun and sit on her knees to check on her.
Rarity slowly moves her head, and asks, "Sun, darling, are you alright?"
As Rarity slowly ake Sun, Sun's body begins to move a bit. Then her head turns to where Rarity is at.
Sun begins to slowly opens her eyes as she asks, "Rarity… is that you?"
"Yes darling, and Fluttershy and Pinkie are here too. Are you alright?" Rarity asks.
Sun begins to sit up as she rub her head, and says, "I think so… Falling Star magic wasn't anything I've seen in Equestria. Or what we can do for that matter."
"What happened?" Sun asks.
"Mistress Star turned everyone in her school into zombies, and is talking to Rainbow and the others right now," Pinkie fastly answers.
"She what?" Sun questionably asks.
Pinkie points her finger off the stage, and says, "Yeah. I think they're still talking."
Sun, Rarity, and Fluttershy look to where Pinkie is pointing at, and are shocked to see the girls are facing Mistress Star. Sun and the girls know that they need to do something, but what.
Back to where Rainbow and the others are, they are still trying to reason with her, but she refused to listen.
Rainbow angrily shouts, "Why are you being so stubborn about it?"
"Rainbow, we're trying to reason with her," Adagio firmly scolds.
"Adagio's right, Mistress Star is just upset and confused. We need to be calm about this," Applejack.
"I don't want to be calm!" Mistress Star angrily shouts with a loud voice.
When that happens the ground begins to shake. Making everyone including the girls fall to the ground.
Sun calls out, "Mistress Star, all of this has gotta stop."
Mistress Star and the girls look to the stage to see Sun up with Rarity and the girls.
Sonata happily cheers, "Sun!"
"You're okay," Rainbow adds with glee.
Mistress Star evilly smiles and says, "Well Sun, it looks like you're finally wake."
Sun gets off the stage and walks to Mistress Star as she says, "Listen, you need to stop all of this, and what you're doing isn't solving anything."
"Give me one good reason why?" Mistress Star firmly asks.
"Because I met someone who wanted revenge on me. But she believed that it was my fault for getting in trouble even though I never did anything mean to her. Like you, she thought getting revenge is going to make her feel better but it's not. Please, don't do anything that will make you regret for the rest of your life," Sun explains with concern.
But Mistress Star angrily says, "I've already make a lot of mistakes by not doing anything about it and not telling my parents."
"But you were able to tell us about it," Fluttershy sadly says.
"And since we're here we can help you talk to your parents and the principal," Rarity adds.
"You see you don't need to use magic to solve this. I also don't think revenge is what you really wanted. You just need to find real friends who cares for you, and can help you sort this out," Sun explains.
Mistress Star begins to take in every word the girls say, and begin to wonder if what they're saying is true.
Mistress star calmly says, "I… I want to believe you. Really I do…"
Just then, Mistress Star begins to cry and screams, "But they still need to understand who I feel!"
With that, a large gust of wind surrounds the room. The girls end up getting knocked down to the ground. Mistress Star then uses her magic to create a magical dark blue arm and have it close to her chest. She then levitates herself in the air so no one can reach her unstable magic and the heavy gust, many of the students end up breaking out of the transe. Their eyes change back to normal and the stars on their forehead are gone. When they become clear of what is going on, they gasp and try their best to run away, but the wind is making it impossible.
Sun knows that she has to do something so she manages to get up and try to beat the wind and reach to Mistress Star. The others are trying their best to hang on to each other in the strong wind. Sun struggles to reach Falling Star, as the girls and everyone who are seeing it are astonish by Sun's courage and devotion to confront her. Sun continues to struggle to reach Mistress Star to see her on her knees and covering her face with her hands as tears streamed down her face, but is still floating in the air.
When Sun manges to get close enough, she cries out, "Falling Star, you need to stop! I know that you're badly hurt when the students hurt you and your friend turned your back on you, but this isn't the way to do it! I know what it's like to have that feeling that we hard to bear!"
Mistress Star slowly looks to face Sun, and asks with tears, "How… how could you?"
"Because I was bullied before I came to Canterlot High," Sun answers, shedding tears as well.
Mistress Star eyes widen and look at Sun with a shocked look. She can't believe that Sun know what it's like to be bullied.
"I understand what you've been through. When I was young and was bullied I didn't have friends, and gave up on having any friends beside me and just focus on my studies. When I lost my memories and came to CHS I end up with many friends who loved me for who I am, even if I'm smart or different from everyone else. One day, I was able to remember everything and realized that friendship is very important to me. You're important to me because you're my friend, and I'm not going to stop until I help you, and free you from her hurt feeling and this magic." Sun explains with all of her heart.
Then Sun declares, "I know that I have to be brave for you. I have to be brave… for FRIENDSHIP!"
Just then, a strange glowing orb appear in front of Sun, and stop the wind in the gym. Everyone in the gym are shocked to see the storm stop, but more surprised to see aorb close to Sun. Sun then grabs hold of the orb, and look to see a crimson red and gold yellow glow with in it. Sun hold it close to her, and it feels so warm, and think this is the only way to save the students, her friends, and Falling Star.
Sun continues to hold on to the shimmer red and yellow orb. Then transform to what the girls like to call DayDream Sun, the form she has taken from the Friendship Games. Mistress Star then begin to use the dark blue orb to unleashes the power all over the room, and begin to attack Sun.
Song:
There comes a time
When you face the toughest of fights
But Sun is not giving up, and uses the power of the orb to repel Mistress Star's magic.
Song:
Searching for a sign
Lost in the darkest of nights
The girls and the students are standing there seeing Sun fighting with all her might to bring Falling Star back.
Song:
The wind blows so cold
Standing alone
Fluttershy shouts, "Sun!"
"You can do it, darling!" Rarity adds.
Song:
Before the battle's begun
"Be strong!" Applejack shouts.
"We're with you!" Pinkie asks.
Song:
But deep in your soul
"You can bet her!" Rainbow adds.
"You can win!" The Dazzlings cry out.
Song:
The future unfolds
Twilight quietly says, sounding astonished, "Sun."
Song:
As bright as the rays of the sun
Hearing her friends encouragement, and the magic within them. Sun is able to get more power and the strength to fight back.
Song:
You've got to believe
In the power of love
Sun says in her thoughts, "I have been scared and had trouble fighting it,"
Song:
You've got to believe
"But now…" Sun adds, holding out the orb.
Song:
In the power of love
"I have the courage to fight… to help my friends... to save my friends," Sun says determine to help her friends and save Falling Star. Just then a spark shines out from her eyes.
Song:
The power of love
Back in Equestria, the elements of harmony from the tree flashes bright.
Song:
Blazing emotion
Then the elements disappear from their branches and stump.
Song:
There's a light that flows from your heart
And reappear in front of Twilight and the girls. The girls are shocked to see the elements in front of them. And the jewel went to each girl.
Rarity shocked says, "The Elements of Harmony!"
Song:
It's a chain reaction
Just then, The Dazzlings' left side of their chest begin to glow. And gems slowly comes out, and are like the ones when their curse is lifted.
Song:
And nothing will keep us apart
The girls can't believe it, including the Dazzlings. That powerful gems come before them.
Sonata shockley exclaims, "Our hearts?!"
"But how?" Aria asks.
Song:
Stand by my side
There's nothing to hide
The gems begin to glow more, and each of them, excluding Twilight begin to glow brighter.
Knowing what to needs to be done, Adagio stands up and says, "Come on guys! The element and our hearts wants us to help Sun!"
Song:
Together we'll fight to the end
Everyone else begin to sand on their feets as well.
"Sun needs us!" Fluttershy agrees.
"We've stand by her side before…" Applejack says, getting up.
Song:
Take hold of my hand
"And always will be," Aria adds.
Song:
And you'll understand
"Together we can win!" Twilight says.
"Let's help Sun fight!" Rainbow shouts.
"After everything she done for us," Sonata adds.
Song:
What it truly means to be friends
"Let's do it" Rarity says looking determine.
"For Friendship!" Pinkie shouts.
Song:
You've got to believe
(you've got to believe)
In the power of love
Twilight and the others begin to walk towards Sun to help give her powers, with the strong wind gusting against their faces.
Song:
You've got to believe
(you've got to believe)
In the power of love
Applejack, Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash hold each others hand and line up together. The Dazzling hold hands and line up in front of the five friends. Finally Twilight gets in front of the two groups, and they're all behind Sun ready to help her out.
Song:
It gives meaning to each moment
It's what our hearts are all made of
Sun begins to struggle through Mistress Star's attack, but try to stay strong for her friends, and all the one who needs protecting. She hope it will be enough to set Falling Star free.
Song:
You've got to believe
(you've got to believe)
In the power of love
One by one, the Elements of Harmony and The Dazzlings Heart begin to glow. Then the girls start to admit their color aura as they still transformed in their pony form.
Song:
The power of love
(the power of love)
Twilight still feels a bit scared as she try to use the magic within her. But her eyes begin to glow bright blue, and fear of turning back into Midnight Sparkle.
Instrument Music:
She then start to remember what Sun has said to her before leaving her room, "You just need to let the magic know who is incharge. You're the one who is incharge and not Midnight Sparkle. You're not Midnight Sparkle!"
Twilight's eyes goes back to normal and finally understands who should be in control of the magic, and what it should be used for.
Twilight says as Sun still struggles to keep her power going, "She's right. I'm not Midnight Sparkle. I am Twilight Sparkle. I'm incharge of my magic, and I need to help my friends... I have..."
"The Magic of Friendship!" Twilight declares, and her magic and element begins to glow.
Just then, Twilight begins to admit a purple aura around her body, and transform like the others. She gain alicorn wings, an extended tail, and pony ears. Sun starts to feel strong magic, and look to see her friends with the elements and heart gems. Sun smiles to see that Twilight has mater her element.
Sun says in her thoughts, "My friends... thank you for standing by me. I know that our friendship is powerful as much as our magic."
Then Sun loudly announces, "We are Friendship Power!"
Song:
You've got to believe
(you've got to believe)
"Honesty!" Applejack calls, and the element glows.
"Kindness," Fluttershy calls, and the butterfly gem glows.
Song:
In the power of love
"Laughter!" Pinkie calls out, and her gem glows.
"Generosity!" Rarity calls out and the gem glows.
Song:
You've got to believe
(you've got to believe)
"Loyalty!" Rainbow calls out and the thunder crystal glows.
"Music!" The Dazzlings call and their heart gems glow.
Song:
In the power of love
"Magic!" Twilight calls out, and the star crystal begins to glow.
Then all the elements shoot a magical beam to the orb Sun is holding.
Song:
It gives meaning to each moment
Sun closes her eyes and a voice from her thoughts says, "I'm not just connected to The Element of Magic... I am... The Element of Courage."
With the elements and the hearts' magic, the orb Sun is holding begins to change its shape. And orb changes into a magical gem matches Sun's cutie mark and necklace that has is the colored crimson red and gold yellow.
Song:
It's what our hearts are all made of
(just look inside)
With the glow of the elements, they all creates a magical rainbow. And it heading towards Mistress Star.
Song:
You've got to believe
(you've got to believe)
Mistress Star can't move away and is being caught in the vortex of the Magic of Friendship. Sun flies over to the vortex to see Mistress Star is disappearing and the real Falling Star is struggling.
Sun calls out as she reaches out her hand, "Falling Star, take my hand!"
Song:
In the Power of love
Falling Star looks up to see Sun in her transformation.
In tears Falling Star reaches out her hand cries out, "Sun!"
Song:
In the Power of Love
The two girls grab each others hand, Then Sun begins to pull Falling Star until she and her ego, Mistress Star is separated from each other. Sun then pulls Falling Star into a hug while her new gem changes into a shiny crown with the gem in the middle.
Song:
In the Power of Love
Falling Star feels Sun magic, love, and friendship around herself. She she hugs Sun back with tears of joy falls down her face. She know knows that she has a true friend who risked her life to save her from her mistake.
Then a white glow surrounds the room as the elements and heart gems do their magic.