//------------------------------//
// S8 E16: Friendship University (What If?) 
// Story: My Little Pony Friendship is Magic What If?: Volume 8 
// by SuperPinkBrony12 
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When Twilight and Rarity had been called by the map to Canterlot, neither of them could've imagined what they were in for by investigating the so called "Friendship University".

Of course, before that could happen Twilight needed to make arrangements so the School of Friendship could continue to operate in her absence. And to that end she sought out Starlight. It had taken quite a bit of convincing, but Starlight ultimately said yes.

With that out of the way it was on to Canterlot for Twilight and Rarity. The last time the two had shared a meaningful interaction had come back when Rarity had ended up kidnapped by a roc, a creature that up to that fateful day neither she or Twilight had ever heard of before.

Yet now the two were on a train, bound for Canterlot. And Twilight couldn't stop herself from pacing the floor. "How could I have not known about a rival school being established? Have I really been so bad at running my own school that somepony else thinks they can do it better?"

"Twilight, darling, you mustn't worry yourself so much," Rarity spoke up. "We don't even know if this 'Friendship University' is really a rival school to yours. It could've come about not knowing you already planned to open your own."

"Rarity, I made no efforts to hide the fact that I was building such a school!" Twilight protested as she shook her head. "Only Chancellor Neighsay wasn't convinced it would work. And I'm still convinced he's secretly plotting to bring down my school somehow."

Rarity couldn't help but roll her eyes. "Twilight, don't be ridiculous. Neighsay doesn't strike me as the type to do something so reckless. Much like certain ponies I've dealt with," She coughed into a hoof. "Whose names I shan't mention, Neighsay strikes me as a pony concerned with his own reputation. He wouldn't do something even he knows would get him into trouble."

Twilight shook her head again. "Neighsay's not like Diamond Tiara's mother though, Rarity. He's actually done something to get up to the position he's in. And with that position comes the power to do as he sees fit. It wouldn't surprise me if he knew about this school specifically because it would oppose my school."

"Well whoever is behind this 'Friendship University' I'm certain they don't intend to challenge you, Twilight. For all we know the friendship problem might not even be at the school itself, it might be somewhere else in the city." The fashionista suggested.

"But it might be the best place to look for the friendship problem," Twilight suggested. "The map seemed to be pointing us directly to the school's location, and the map has never been wrong before. Not even when it sent Pinkie Pie and Fluttershy to the land of the kirins, or Applejack and Rainbow Dash to Las Pegasus."

Rarity sighed. "We'll worry about the friendship problem when we come to it. And as for this school, I have a feeling that whatever the friendship problem may be will also help us learn more about the school. Perhaps the problem is even related to whoever built 'Friendship University'."

And in a way, Rarity was going to be proven right. But not in the way the young fashionista was expecting.



When the train arrived in Canterlot, the two friends quickly departed. Directions to the school were easy to obtain when the building stood out for its rather "drab" outward appearance to say the least.

Because of the design, Rarity was far from impressed. And her face registered her disapproval. "I don't like to judge solely on appearances. But... what kind of friendship school is this? Your school looks so much better than this cheap imitator, Twilight."

"Looks can be deceiving, unfortunately," Twilight sighed. "And seems like it's drawn quite a crowd of students. For a competitor it seems to have plenty of ponies."

"But not any other creatures, it would seem," Rarity commented. "Think that was intentional?"

Twilight uncertainly replied. "I sure hope not. Friendship shouldn't be restricted only to us ponies, so many other creatures could learn a lot about friendship. And I always believed most ponies knew that."

The two made their way inside, overhearing chatter from some of the potential students. "This has to be the best friendship school in the west... and maybe all of Equestria! I'm so glad it's so easy to get into! If only more schools in Equestria were this accessible."

"Whoever's in charge here clearly isn't worried about money, at least up front," Rarity whispered to Twilight. "Think that's a good sign?"

"I'm more worried about the student count," Twilight whispered back. "Look around, Rarity! There's more ponies in here than at our whole school. Who is running this place?"

Just then a microphone crackled to life and a voice echoed. "Welcome, friends! You are all about to embark on a journey of amazing magnitude! One that we promise will completely change your lives forever!"

And another voice added. "Prepare yourselves to embrace a new path and become students of..."

Bursting onto the stage from a paper backdrop were two very familiar unicorn stallions with light yellow coats and red manes and tails. The one on the right had a mustache, whereas the one on the left did not. But both wore matching yellow hats. "-Friendship U!"

"The Flim Flam Brothers," Twilight commented in realization. "Should've figured. Only they could afford to be so cheap on the tuition fee."

"But what are they doing here?" Rarity whispered to Twilight. "Applejack and Rainbow Dash mentioned that they run a resort in Las Pegasus, a pretty successful one at that. How and why would they want to open up a school here in Canterlot of all places?"

Twilight whispered back. "I don't know. Given their 'complicated' track record though, it wouldn't surprise me if they had some kind of ulterior motive to all of this."

Meanwhile, Flam was proudly boasting! "That's right, folks! We, the world famous Flim Flam Brothers have opened up this university to all of you!"

"At no little effort and great expense, we might add," Flim added. "In fact, our school is due to be EEA accredited very shortly."

Upon hearing those words, Twilight stumbled back. "Accredited? By who?"

"Why, the EEA of course." A snooty sounding voice called from behind Twilight. And the crowds parted ways to make room for a tall, lanky unicorn stallion clad in a dark red robe that had a golden amulet in the center of it. He had a very light grayish-white coat, a dark gray mane and tail, and stern moderate turquoise eyes.

"Chancellor Neighsay!" Twilight gasped in surprise.

Neighsay didn't appear to be concerned by the gasp, or the glare he started to get from Twilight (and Rarity). He simply replied. "Ah yes, Princess Twilight. So we meet again. Wish I could say it was a pleasure, but that would make me a liar."

"Feeling's mutual, Neighsay," Twilight commented in a tone of voice that only barely sounded like a hiss. "Let me guess, you're here because this school appeals to your idea of a 'pony first' environment."

But Neighsay retorted. "Why, Princess, I am shocked you would ever think that of me! Surely you didn't think your school has a monopoly on the concept of teaching friendship, did you?"

"Well, she did write the book on it if I recall. That has to count for something, right?" Rarity suggested.

Neighsay coldly replied. "Ah yes, I remember that well. That was the first time anyone had the nerve to talk back to me and say I was in the wrong. This university, however, appears to be a promising option for those who'd prefer to stick to the EEA book on the subject. As opposed to sharing our greatest secrets with other creatures, so they might one day use it as a weapon against us?"

"How could they use friendship as a weapon?! Have you lost your marbles or something?!" Twilight remarked in a hurt tone of voice.

Neighsay was quick to answer. "You tell me. It's your book. By the way, your highness, I do hope you didn't up and drop everything just to come and spy on a competitor. If you're here then who did you leave in charge of the school back in Ponyville?"

"I left it in capeable hooves, Neighsay. But I suppose you won't be visiting my school anytime soon," Twilight commented. "I'm surprised you still have your job. If I recall, your comments almost sparked an international incident. Twice, I might add."

The chancellor only shook his head. "And I said I regretted the harshness of them. It doesn't mean I'm wrong though, and any other EEA member in my position would think the same way. I've kept my title because ponies seem willing to trust me despite a well intentioned mistake. The question is, do you? Surely, the Princess of Friendship would be friendly even to those who have wronged her in the past. I thought that was what you did best."

"W-why you!" Twilight snorted.

Fortunately, Rarity quickly moved to intervene. "Don't argue with him, Twilight. Regardless of your past difficulties, he is still head of the EEA for now and should be treated with respect," But she was quick to add. "And Chancellor, if you came here solely to belittle my friend over an old grudge, then shame on you. If you're here because your job says so, then kindly get on with it."

Neighsay nodded and smiled at Rarity. "Finally, a pony who understands the way I work," Then he turned to Flim and Flam. "Now you understand that EEA accreditation can't simply be 'given' to any school that wants it. You have to 'earn' it. And for that to happen I'll need to observe some classes."

"Then by all means, Chancellor, why don't I show you around?" Flim offered.





Flim led Neighsay, along with Twilight and Rarity, through the school. The interior was at least a little bit less drab, the hallways were lined with lush blue carpeting.

Twilight still had her doubts and she had no problem expressing them. "Don't take this personally, Flim, but given the track record between you and your brother approval from the EEA won't magically convince me that this school is what you promise."

"And what, pray tell, would it take to convince you, Princess?" Flim asked as he stopped in his tracks.

"Well, somepony whose opinion I respect, for one," Twilight answered. "And Neighsay's doesn't count. We have our 'differences' so to speak."

Flim just grinned. "Figured you might say something like. Fortunately, I have just the pony in mind who should convince you." He lit up his horn and opened the door to a small classroom.

Sitting at one of the desks was a unicorn stallion that both Twilight and Rarity instantly recognized! He sported brilliant gold eyes, a blueish-gray coat, and a very recognizable hat and cape with yellow moons and stars all over it. Most telling of all about the stallion's identity though, were the jingling bells around his hat and cape. It was none other than Starswirl the Bearded, one of the pillars that Twilight and her friends had freed from limbo!

Starswirl turned to the source of the gasp. And when his eyes fell upon Twilight he seemed to be most surprised. "Twilight?"

"Uh-oh." Was all Rarity could bring herself to say.

Twilight was still trying to process this sudden new piece of information. "Starswirl? What are you doing here?"

"Why, studying friendship at Flim and Flam's wonderful new school of course!" Starswirl declared.

Rarity wasn't convinced. She approached the wizard as she remarked. "Oh, please. I think I know a disguise when I see one. So take off that ridiculous beard... Flam!" She used her magic to pull on what she believed was a fake beard, all the while Starswirl screamed!

At that moment, who should come trotting in but Flam himself? "How's it going in here? Everything okay?"

"Wait, but I thought..." Rarity began, before she realized her mistake. "Oh dear. Not my finest moment," She snapped the beard back into place as she apologized. "I am so sorry, Starswirl."

Starswirl groaned as his beard returned to normal. "It-It's really me, I assure you."

Neighsay smiled. "Ah, so you've returned. I'd heard rumors of course but I didn't believe them until now. A pony of your stature studying here is a promising sign," Turning to Flim and Flam he added. "I'll need to observe a few more classrooms. But from what I've seen so far I can all but guarantee complete and unreserved EEA accreditation! I think I'll take my leave before the princess and her friend here make even greater fools of themselves. A pity how easily those we put on a pedestal can fall from the light." And with that the chancellor left.

Twilight, meanwhile, was trying to understand why a pony she'd admired so much could end up at a school intended to compete with her own. To say it was a sense of betrayal would be an understatement. "I... I don't understand, Starswirl. Why would you come here and not my school? I kept you up to date on it through our letters."

Starswirl sighed. "I can't tell her the real reason why I'm here, not while Flim and Flam are around. I'm under strict orders to tell as few ponies as possible." He mentally recalled and then out loud he answered. "My travels brought me to Las Pegasus. I didn't come for the school, but Flim and Flam convinced me to try it out. Imagine my surprise when I learned they had based it in Canterlot and had to move here. Or I should say, move back here. For this was the city I called home prior to my disappearance."

"But you don't know the brothers the way I do," Twilight protested. "They always have a crafty reputation about them. The first time they showed up, they challenged the Apples to a cider making contest for the farm and nearly won. The second time they were around, they knowingly sold a fake curative 'tonic' that somepony else had already made. And I hear they have a resort in Las Pegasus that became theirs only by forcing the previous owner to leave."

"Gladmane was just as corrupt as you say we are, if not more. He even pitted us against each other." Flim coldly hissed.

"Besides, technically our resort is a legitimate business," Flam added. "Just ask the Golden Horseshoe Gals or any of our other high profile clients."

Starswirl then turned to Twilight. "Don't forget that I spent a thousand years thinking the worst of a 'bad' pony. You and your student taught me to look for the best in him. Whatever Flim and Flam's past may be, starting this school shows to me that they want to change for the better. Besides, what's untrustworthy about opening another school of friendship? They don't even charge for classes. They're paying for this whole thing out of their own pockets."

"I wish I could believe that's because they're so noble," Twilight commented to Starswirl. "But something about this place doesn't feel right. Its claims feel exaggerated and its foundations don't seem all that admirable. If it were ponies with reputations not as sketchy as the brothers, I'd have an easier time believing this is a selfless goal for them."

The wizard simply sighed, stroking his beard. "Twilight, I promise I'll visit your school soon enough. For right now, I owe it to Flim and Flam to give their school a fair chance. I suggest you either do the same, or return to your school."





The two mares left the classroom and trotted back out into the hallway. By now the crowds from earlier had thinned and thus there were no ponies around. That left the two to discuss what their next best option would be.

"We still haven't found or solved the friendship problem, Rarity. But I just know it's got to be related to this school somehow!" Twilight firmly insisted. "You don't think a plain old friendship school is what Flim and Flam are actually running, do you?"

Rarity gladly shook her head. "Darling, of course not. Which is why we have to investigate!" She happily squealed. "Ooh, I always did want to be the star of my own Shadow Spade adventure! Did I ever tell you about the time I helped clear Rainbow Dash's name of a crime she didn't commit?"

"Focus, Rarity!" Twilight spoke up, drawing her friend back to reality. "We can't just go poking around the school like this. Not only will Flim and Flam catch on, but everypony'll just think I'm 'threatened by the competition' as Neighsay would put it."

Rarity grinned. "Which is why we'll need to go undercover. It's a pity I didn't bring my make-up kit or my emergency sewing supplies," Then she eyed a nearby closest. "Fortunately, I think we can make do with lesser materials," She led Twilight into the closet and shut the door. A short time later, Rarity emerged from the closet. She had let her mane go rough and unkempt and had fitted a light blue baseball cap on top of it. She wore baggy yellow shorts and had some packs of bubblegum. "Perfect! In these disguises, we could probably pass as students at our own school."

From the other side of the closet door Twilight called out in a muffled tone of voice. "I don't know about this, Rarity."

The fashionista raised a hoof to shush Twilight. "Ah-ah. What did I tell you about using our real names? Do you want to blow our cover?"

A reluctant Twilight trotted out of the closet a short time later wearing only an eye patch over her left eye, and a plain black jacket that only barely concealed her wings and her cutie mark. "Sorry, 'Plainity'. But I'm pretty sure this isn't enough of a disguise. I look ridiculous. Something like this is so obvious!"

Rarity winked. "That's exactly the point. It's so obvious Flim and Flam will never suspect it, they'll think a smart pony like you would go for something a lot more complicated and subtle. Plus, they'll be so distracted by what they think is an obvious disguise that they won't even notice me. And with this disguise, I can blend in with the other students and talk to them normally."

"I get it!" Twilight commented. "And since only Flim and Flam know what I look like, everypony else will think I'm one of the students. So I'll be able to get close to them without them even knowing, finding the friendship problem will be much easier!"

The fashionista smiled. "Now you're starting to get it! Just remember, we need to have our backstories down pat. I can't tell you the number of times in Shadow Spade where that's been what allows her to crack the case. A great detective knows how to blend in," She cleared her throat, adopting what she considered to be a "plain" way of speaking. "I'm Plainity and I just love bland old normal stuff. No frills for me."

The disguised princess groaned. "My name's Eyepatch. I have an eye patch. No, I don't wanna talk about it, thank you."

The disguised fashionista clapped her hooves in applause. "Perfect! Okay, we've got that down pat. So, should we start our investigation?"

"Flim and Flam don't know who you are, so you should enroll in their classes and see what they're actually teaching," Twilight instructed to Rarity. "I'll look around and see what I can find, assuming I'm not recognized."

"Twilight, are you sure that's wise? From what I hear, your last sneaking attempt didn't go so smoothly." Rarity commented with concern.

"I was stressed out and not thinking clearly. This time will be different," Twilight firmly insisted. "After all, you're looking at the mare who as a filly used to sneak cookies from the cookie jar when her parents were asleep."

Rarity reluctantly nodded. "Suit yourself, but be careful. If either of us gets caught, we'll never find the friendship problem or what Flim and Flam are hiding!" And then the two disguised friends split up to do their own investigations.





Twilight hadn't been wandering on her own for very long when she suddenly bumped into somepony else. "Oh my gosh, I'm sorry!" She apologized and quickly spun around. When she did she got a good look at who it was that she'd just collided with, and she could hardly believe her eyes! "Starswirl?!" She gasped.

Starswirl took one look at Twilight's disguise and in an instant he recognized her. "Twilight Sparkle! Did you really think an eye patch and that old gown were enough of a disguise?"

Twilight shook her head. "No, but Rarity told me it'd be so obvious nopony would ever suspect it," Then she hung her head. "You must think I'm an awful pony for doing this. Sneaking around in disguise because I don't trust Flim and Flam, and don't wanna risk my reputation if it turns out I'm wrong."

But Starswirl was quick to reply. "You've done nothing wrong yet, Twilight," Then he quickly looked around and whispered. "Let's continue this discussion somewhere more secluded."

"Somewhere more secluded" turned out to be the same closet Twilight and Rarity had gotten their disguises from just a short while ago. Once the wizard was certain that he and Twilight were alone and that no one would come barging in and see them, he cleared his throat. "You can keep a secret, right?"

"As long as it's not a 'Pinkie Promise'," Twilight nodded her head. "What's your secret, Starswirl? Are you really not bearded after all?"

Starswirl laughed. "Of course I'm bearded. How could I be Starswirl the Bearded without a beard," Then he adopted a more serious tone of voice as he explained. "I couldn't tell you this with Flim and Flam around, but I'm actually here undercover."

The princess felt a huge smile creep upon her face! "Oh, I should've known there was no way you'd willing come to this school before mine! Were you called by the map too? Can it really call ponies from outside of Ponyville?"

"No no no, I assure you that map of yours has nothing to do with the reasons for my being here," Starswirl laughed again. "You're right to be suspicious of this school, Twilight. Flim and Flam are clearly being bankrolled by someone, but they refuse to say who it is. Even the paperwork lists an unknown alias. So that's why they're not concerned about charging for tuition. Someone or something else is in charge, and I suspect that they aren't doing it just for the sake of spreading friendship. Princess Celestia needed somepony to serve as her eyes and ears, somepony that nopony would ever suspect of being a double agent. And as it happens, I got volunteered for the part. I obviously couldn't write my letters to you from the school. Even if I didn't tell you what I was really doing here, if they got intercepted ponies might start to become suspicious."

Twilight smiled. "Don't worry, Starswirl. We'll get to the bottom of things. I'm just so glad you haven't been lured to the competition," Then she gasped. "Oh no, I really am starting to fear having to compete with another school no matter what!"

"Twilight, if I were to establish my own school of friendship, would you still be jealous?" Starswirl questioned.

"W-well, maybe a little at first," Twilight confessed. "But I'd trust you to know how to truly teach friendship. Flim and Flam just don't have that kind of trust for me."

Starswirl nodded. "Then perhaps it's best if I take point and you follow. At the least if I'm caught, your mission won't be compromised as well," Then he poked his head out of the closet. He saw nopony. "Looks like the coast is clear. Let's go before anypony starts to notice I'm gone." He instructed.





Meanwhile, Rarity had enrolled in one of the first classes being offered by the school. Flam was the teacher. "Welcome, newest students!" He proudly declared. "Let's dive right in, shall we? Here's a pop quiz for you all: One of the most important elements of friendship is being thoughtful. True or false?"

Rarity raised her hoof and answered. " If by 'thoughtful' you mean 'generous', I'd say true."

Flam smiled. "Correct!" Then he seemed to laugh. "Though actually it was a trick question. Thoughtful can mean generous though. Very impressive thinking on your part, Miss...?"

Rarity cleared her throat. "Plainity. My name is Plainity."

Flam simply clapped his hooves together in approval. "Well, well, well, Miss Plainity, keep it up and you'll be ready for the next level in no time!" The other students all gave various awes. "Now then, how about a demonstration? A practical example if you will. Plainity, what is something generous that you can do for this class?"

The disguised fashionista put a hoof to her chin, deep in thought. "Hm, I could maybe... let you all borrow my notes after class, free of charge of course. We'd all benefit from that."

"Splendid, splendid!" Flam encouraged. "Go on! Maybe there's something generous you could do for me?"

"Perhaps I could, invite you to have lunch with me and share my lunch with you," Rarity suggested. "That would be pretty generous. And an act of kindness too."

"Ah yes, I hadn't even thought of that!" Flam realized. "Two lessons at once. I like your style of thinking, Plainity," And then he twirled his mustache as he added. "Class, Plainity here is now my star pupil. So if any of you want to have a chance at studying at the advanced level with Star Swirl, I'd take notes on her every action. In the classroom of course."

Rarity looked around as the students started to write all sorts of notes on their sheets of paper. "Maybe I could use this new status to get them to open up," She thought. "One of them's bound to know something."





While Rarity was impressing Flam in the generosity class, the disguised Twilight was tailing Starswirl the Bearded as the two surveyed the school more in depth. "Everything seems legit so far," Twilight commented to Starswirl. "I'm starting to wonder if the map sent me here just so I could learn not to be jealous."

"The pillars and I believed the map was directing us to the Hollow Shade simply to protect the realm. But it was so that we could save Stygian from his inner darkness," Starswirl replied to Twilight. "The map has never steered you wrong before. If it says there's a friendship problem here, then there must be a friendship problem somewhere. Perhaps it has to do with the Flim Flam brothers and whoever their mysterious supporter is."

Suddenly, up ahead Twilight saw an open door. On it read the label: "Teachers' Offices"

Starswirl looked across to Twilight. "I suppose it wouldn't hurt to have a quick look around. This might be the lead we've been looking for."

Twilight followed Starswirl into the offices, which consisted of two desks on opposite sides of a room currently darkened by window blinds pulled down. Strangely though, two large paintings hung in the center of the room that depicted the same stallion and the same mustache.

Starswirl's wandering bright gold eyes fell upon what appeared to be a journal resting on the left sided desk. "I'll bet this'll shed light on the brothers true intentions!" He declared.

However, Twilight teleported over to Starswirl's location and raised up a hoof to stop him. "Wait a minute, Starswirl! It could be a trap! Flim and Flam are many things, but careless isn't one of them! There's no way they'd just leave their private journal out where anyone could come in and read it. At least, that's probably what they'd expect me to do. If they could catch me in the act, they could easily turn it against me and destroy my reputation."

"Fair point," Starswirl considered. Just then he heard what sounded like hoofsteps. "Somepony's coming!" And lighting up his horn, he cast an invisibility spell on himself and Twilight, concealing them from view.

Mere seconds later, Flim entered the office looking as if he'd seen a ghost. He appeared to be double checking his surroundings with every step he took, as though afraid he might be spotted. Only when he had shut the office door behind did the stallion allow himself to breath. "Hope I remember this right." He told himself as he trotted up to the paintings. Carefully, he moved the mustaches so that both were facing sideways. There was a click, and a hidden door swung open. Flim trotted through it, not aware that Starswirl and Twilight were following him from a distance.

The door led to a secret room that resembled a vault. Huge piles of bits lay all around, while a large table display of Las Pegasus stood near the center. Next to the table was a chair, which swung round to reveal an earth pony stallion of medium build. He had a grayish-persian blue coat, grayish-green eyes, a white mane and tail that had some streaks of a blueish-gray shine to it, and a cutie mark depicting three golden bits surrounded by sparkles. He wore a dark blue business suit with a white collar, a blueish-green cape with diamonds in various colors of blue and white, and an orange polka doted bow tie. "Ah, Flim, nice of you to finally join me." The stallion commented in a noticeable country drawl.

"Sorry, Mr. Gladmane, sir," Flim apologized as he appeared to sweat. "There's been an unexpected complication. Princess Twilight Sparkle was here alongside one of her friends. I think she suspects something, and I can't keep Chancellor Neighsay in the dark much longer. If he finds out it's just my brother and I teaching classes, he's sure to be furious."

Gladmane simply smirked. "Don't you worry about the chancellor. What matters is that you've got all of Canterlot flocking to ya, paying money for a chance to learn about friendship. We just need to hold on a little bit longer, then we can quietly wrap up operations here and take everything back to Las Pegasus, uh huh huh huh," And then he instructed to Flim. "You tell your brother to get his hide in here as soon as possible, we've got a few things we need to discuss. Don't forget, I provide the bits and you boys provide the cover. So don't be getting cold hooves on me now, ya hear?"

Flim gulped and saluted. "N-no sir, Mr. Gladmane, sir. I-I'll get r-right on it, sir!"

"Excellent! That's just the kind of talk I like to hear. So don't keep me waiting, boy!" Gladmane firmly demanded.

"I won't, sir. You can count on it!" Flim saluted again and then departed the secret room as fast as he could.





Having overheard everything, Starswirl and Twilight quickly left the secret room as well and then left the office. They retreated to the safety of the closet to plan their next move!

"So Gladmane's the backer!" Starswirl commented with shock. "Now it all makes sense. I thought there was something off about how much the lesson plans resembled your own."

"Applejack and Fluttershy told me that Gladmane considered himself a friendship connoisseur. He must blame me for them pulling the plug on his schemes to keep everypony working for him at his resort!" Twilight realized.

Starswirl glumly added. "But how are we going to prove that? Even if their intention is to spite you, nothing Gladmane or Flim and Flam have done is illegal."

Just then, there came a knock from the other side of the closet door. Both ponies froze, terrified of being caught! But they couldn't bring themselves to move.

The closet door swung open, and the disguised Rarity trotted in. She promptly shut the door behind her. "Twilight! Starswirl! Thank goodness I have a chance to talk to you!"

"Same here, Rarity!" Twilight replied. "Turns out, Starswirl's undercover too! He was investigating Flim and Flam's mysterious backer, and it turns out it's Gladmane. And Gladmane's somehow managed to copy my lesson plans."

"Oh dear, that makes what I have to say look even worse," Rarity glumly remarked. "The tuition really doesn't cost you more than a bit or two. But if you want to advance the lesson plans are anything but cheap. I literally just saw a pony sell the shirt off his back just so he could have a chance to study with Starswirl."

Twilight smacked her hooves together! "This madness has to end! Even Chancellor Neighsay can't possibly condone this at an official EEA accredited school."

"But Twilight, think of your reputation," Rarity cautioned. "There's no way Flim, Flam, or Gladmane will confess. And they could easily rat you out for spying. With your reputation in ruins your school would have to close."

Twilight shook her head. "My reputation isn't worth much if I won't risk it for what I think is right. Besides, I have a plan. It's risky, but if it works everypony will come out of this better off. Except for Gladmane of course."





A little later, Flam accompanied Flim to the secret vault room behind the paintings in their offices. And just like before, Gladmane was there to greet them. "You've done well so far, boys. And the good news is, we've already almost reached our goal to not only keep the resorting running but also expand it. Just another stack or two of lesson plans and we'll be there!"

"That's... great, sir," Flam replied in a noticeably distraught tone. "Then I assume we'll go our separate ways and never speak of this again, right?"

Gladmane smirked anew. "Now son, you know that's not how these things work. I was kind enough to bail you boys out when you got in a jam, so know you owe me."

"We don't owe you anything once the resort's expanded!" Flim boldly asserted. "If we weren't so desperate we would've never taken you up on your offer after everything you did!"

The stallion simply adjusted his mane. "Boys, boys, let's not point hooves. We've all done things we regret, and we all agreed to let bygones be bygones," He spoke the whole time in a calm tone of voice, as if nothing phased him at all. "Besides, if not for me this school wouldn't even been given the EEA accreditation it needed for this to work."

"What are you talking about?!" Flam demanded.

Gladmane laughed. "Oh come now. Surely you don't think it's coincidence that Chancellor Neighsay came here to survey this school, do you? A small school like this wouldn't even gotten a passing notice if I hadn't tipped him off about it."

Flim and Flam were deeply shocked and their mouths almost dropped open! "So you bribed the chancellor to give our school EEA accreditation? At the least my brother and I thought that could help us salvage something from the school when this was all over." Flim remarked.

"Bribed is such an ugly word," Gladmane innocently replied. "Persuaded was more like it. I can't take all the credit though, Neighsay had to take the bait. And I knew a school like this would be just the sort of school he'd like to see. Now you boys just relax, and let old Gladmane sort out your problems. Since this scheme was my idea, I think it's only fair that I get to decide how we'll spend the money. I'm think that for upgrades, we add an extreme pool slide. And the pipes for the musical chocolate factory can go where the Wild Blue Yonder used to take on passengers."

"But shouldn't it go closer to the pudding hot tub?" Twilight suggested.

Gladmane smiled. "Fair point, but—" Then suddenly he realized who had just spoken up. "What?!"

Twilight (who had now shed her disguise) appeared before the trio of earth ponies. And accompanying her was Starswirl the Bearded. "You can destroy my reputation if you want, but using your students' bits to expand a resort is wrong, even if the lessons you teach are good ones."

Flim and Flam gulped, and Flim protested. "It's not like that, Princess, really! It's just... things have been slow since we had to close the Wild Blue Yonder. We were about to go under and our resort was going to close."

"We had no other options, we had to make a deal!" Flam added. "Gladmane was the only one willing to make such a deal. Let's just say he made us an offer we couldn't refuse."

Gladmane smiled. "I got to take back control of my resort, and the boys got a chance to play the heroes for once. And you really should be grateful, Princess. The lessons here are so good because they were copied from your book. We just skipped every other page. So we can teach all the lessons in half the time!"

"You stole my lesson plans?!" Twilight gasped.

Gladmane shook his head. "I didn't steal 'em, someone else was just kind enough to give me a copy of them. Never met 'em face to face though, and even if I did I wouldn't talk. It ain't polite to snitch."

Starswirl (who had been silent up to this point) simply sighed. "It's really a pity you got involved in this, Flim and Flam. But it's not too late. If you give back the bits and apologize, then you can teach as much as you want. You can let Gladmane keep his resort for all the good it'll do him."

"But we can't!" Flam protested. "Gladmane holds all the bits. If we break off the deal, he'll just take everything for himself and rat us out."

"I wouldn't be so sure! I brought somepony who can change of all that!" A familiar voice declared, and a moment later the disguised Rarity entered the room.

Flam gasped! "Plainity?! My star pupil?!"

Rarity smirked as she shed her disguise. "I'm not Plainity, Flam. My name is Rarity, and I've been on Twilight's side all along."

"B-but..." Flim protested, only to find the words he wanted to use wouldn't come out.

"It's no use denying it," Rarity added. "Because somepony else has been listening in on this whole conversation. And he's anything but happy about it."

"Indeed I am not. I'm actually quite furious!" The familiar voice of Chancellor Neighsay declared as he stepped forward. "I thought something was up when all the classrooms I examined were taught by the same two instructors. But an anonymous source told me this school was worth checking out," He turned to Gladmane. "Now I see my judgement was clouded, much as I am ashamed to admit it. I should feel impressed that somepony could manipulate me without my knowledge, but right now all I feel is disgusted!"

Gladmane started to break out in a nervous sweat. "N-now Neighsay, I'm sure we can work something out here."

Neighsay's eyes narrowed in fury. "No we can't! I may not care much for my own reputation but the EEA's reputation is quite another! If word of this gets out, the EEA will be finished! I can't allow that to happen," And then he declared. "By the power invested in me, EEA accreditation is hereby revoked! Shudder this school at once and repay all the bits you wrongfully collected. Flim and Flam, if you do that you may return to your resort business with no further penalties so long as you promise never to set hoof in a learning environment again," But to Gladmane he declared. "You won't be so lucky, Gladmane. Your actions are inexcuseable! I hope you know a good lawyer, because you'll certainly need one."





Just like that, Friendship U was closed down. Starswirl took charge of giving back the bits to all who payed into it. "Thanks for your help, Twilight Sparkle," He told the alicorn. "Without your help, I might have easily been caught in the act when Flim showed up. And I never would've suspected that the brothers' benefactor would be a pony like Gladmane, or that they copied your lesson plans word for word."

Twilight tried not to smile too brightly. "It was nothing, Starswirl. I'm glad I got the chance to work alongside you again."

Rarity added. "Will you be coming to Twilight's school now? It's really a lovely place, much better than this drab location that called itself a school."

"Perhaps I will, someday soon," Starswirl replied to the two mares. "For now though, I must inform Celestia of my mission's success. And then I'll probably get back to my travels. If there's one thing I've come to discover, it's that even for a pony as old as myself there is still much to learn," Then he noticed something on the flanks of both mares. "And it seems your work here is done too."

Twilight and Rarity eyed their flanks, seeing their cutie marks glowing. That was a sign that the mission was a success. They high hooved each other.

Chancellor Neighsay happened to be observing the scene, and he couldn't help but comment. "Do your marks glow like that every time you are called by that 'map' of yours?"

"Only when we're first embarking on an assignment and then again when it's complete," Twilight explained. "In this case, the entire school was the friendship problem."

Neighsay seemed to groan. "Yes, a fact I am now painfully aware of. I can only imagine how much Princess Celestia will chew me out for this when Starswirl informs her."

Rarity piped up. "I suppose that means you'll give Twilight's school a break now, and stop being so hard on Twilight because of it?"

But Neighsay coldly replied. "Absolutely not. Mark my words, Princess. You may have won this round, but you can be assured that there will be another. I still stand by what I said about your school. We will meet again, and hopefully it will not be I who is humiliated." Then he trotted away without saying another word.

Twilight shook her head. "It's really a shame he has to be like that. But I guess some creatures just never learn."

Rarity put a hoof around Twilight. "Don't bother with him, Twilight. Ponies like Neighsay come and go, but you can't let get under your fur. In time, I'm sure even he will come around," Then she suggested. "But for now, perhaps we should return to your school."

Twilight gasped! "You're right, Rarity! If we hurry, maybe I can make it back in time to see how my scavenger hunt is doing! I just hope Starlight and Spike have managed alright in my absence."

"I'm sure they're doing just fine, darling," Rarity replied. "I'd like to take this opportunity to check up on Sassy and Canterlot Boutique. I still haven't properly thanked her for filling in for me all those weeks back."