//------------------------------//
// S8 E2: School Daze, Part 2 (What If?) 
// Story: My Little Pony Friendship is Magic What If?: Volume 9 
// by SuperPinkBrony12 
//------------------------------//

The last time we left Twilight Sparkle and her friends, they were facing a dilemma that was unlike anything they had ever encountered before. And it had all sprung up from a development that occurred after the Festival of Friendship.

"This happened while we were gone?!" Applejack had exclaimed upon seeing the table map in the throne room had expanded to include locations outside of Equestria.

That prompted Twilight to make an unusual suggestion. "It would be foolish to try and go all over Equestria and beyond to solve every friendship problem that comes our way. What if there was a way we could bring the friendship to the problems and fix them before they start? We could open our very own School of Friendship, right here in Ponyville!" And her friends had all agreed.

Unfortunately, getting the school up and running was a challenge. Twilight had to impress the EEA, headed by Chancellor Neighsay. "I am Chancellor Neighsay, head of the EEA. Equestria owes you and your friends a great debt of thanks for your many acts of heroism and bravery." The chancellor had introduced himself.

Twilight was able to get the chancellor to approve of the school's construction, even though she didn't tell him that the school would be open to creatures besides ponies.

However, Twilight and her friends were not the only ones with plans for the school. Queen Chrysalis, posing as Photo Finish, had slipped in and stolen mane hairs from each of the seven mares. "I will have my revenge! And I'll make Twilight Sparkle, Starlight Glimmer, and all their friends rue the day they ever crossed my path!" To that end, she created a clone of Starlight Glimmer to trap six students.

Those six students included Smolder the dragon, Gallus the griffon, Silverstream the hippogriff, Yona the yak, Ocellus the changeling, and an earth pony colt named Sandbar. "I think you'd all make good friends if you could learn to not always be so hostile and different to each other. They say friendship is one of the most magical things in all of Equestria." Sandbar had suggested, before Chrysalis sprang her trap.

"Come and get me, Twilight Sparkle! I'm waiting for you!" Chrysalis had thought to herself as she vanished alongside the students, intending to hold them as prisoners.

Meanwhile, an unaware Twilight Sparkle was facing her own problems dealing with Chancellor Neighsay. Who was anything but pleased to find out the true nature of the school. "You lied to me!" He'd bellowed at the top of his lungs, and then proceeded to insult the leaders of Equestria's allies.

When Twilight had pressed him on this, Neighsay simply retorted. "I simply stated what many ponies besides myself believe. Besides, even if we put aside who was attending your school, the school itself was a disaster!" And he listed several griveances, ending with calling her out on the missing students. "Nothing is more important in the world of academia than ensuring the safety and well being of the students, which includes knowing where they are at all times!"

"But Neighsay-" Twilight had pleaded. 

Alas it was all in vain. Neighsay used his magic to surround the school with magical chains and a lock. "By the power invested in me as head of the EEA, I, Chancellor Neighsay, am shutting this school down!" And just like that, Twilight's dream had been crushed. And she had no idea what she could do to change Neighsay's mind.



It all felt like a bad dream to Twilight. A school of friendship that she had worked so hard to make a reality was now in chains, everyone bared from entering. Empty spots where the leaders of Equestria's allies had stood only moments prior highlighted the grave concern for the missing students, and the international turmoil that would erupt if they were not found.

Twilight's friends all huddled around her for support, many of them casting harsh glares at Chancellor Neighsay who remained unrepentant even in the face of so much hostility.

In fact, the lanky stallion simply snorted as he coldly remarked. "Well, princess, I wish I could say it's been an honor. But we both know better than that. Despite all you've done for Equestria, it seems you still have much to learn. And your leadership skills still pale in comparison to your fellow alicorns, who are much older and much wiser."

"Neighsay, this isn't about me! This is about the well being of Equestria!" Twilight retorted as she felt something boil over inside her. "Your thoughtless actions and words have put us all in danger!"

Neighsay only snapped back. "You already put the lives of six students in danger! How can you be trusted to run a school if your students could just up and disappear?! This is for the greater good of all."

"More like the greater good for you," Starlight protested with a glare. "What's your problem with the other nations anyway? What did they ever do to you?"

The chancellor only shook his head. "Don't try to change the subject, Miss. Glimmer. I already told you my reasons, they don't deserve to be our allies after the way they've treated us. Let them clean up their own messes instead of dragging us into conflicts we aren't prepared to deal with."

"But you don't see?" Spike pleaded with Neighsay. "That's exactly what this school was aimed at doing. The whole point of it was to inspire the other nations, cement our new alliances and encourage them to open up and make friends."

"Yet it was not my decision to bring them here when their safety could not be guaranteed. Now was it?" Neighsay corrected.

Twilight simply sighed. "Look, Chancellor, I get it. I messed up. You have every right to be mad with me for the things I said and did, regardless of whether they were right or wrong," Then she stood up as a fiery determination was reflected in her eyes. "But you owe it to me and to Equestria to give me another chance. Those students are still out there, and right now every moment we spend arguing is a moment we could spend trying to find them. Allow my friends and I to search for the missing students and bring them to safety."

Neighsay appeared skeptical of the proposal if his arched eyebrow was any indication. "Are you simply trying to trick me again, princess? I won't be fooled so easily a second time. Unlike you, I don't make mistakes."

"Wow, and I thought Cranky was a grouch. You really take the cake, Neighsay," Pinkie stuck out her tongue. "You and your rules are the whole reason this school wasn't working. We tried to do things your way, and the students hated every minute of it!"

"The EEA rules exist for a reason, Miss. Pie. And I would advise you to watch how you talk to me!" Neighsay snapped back, before turning his attention to Twilight. "You do make a good point about the students. Their safety should be a top priority, regardless of what kind of school you're running."

"So that's it, you'll give me a chance to fix the school?" Twilight hopefully pleaded.

The chancellor shook his head. "Not on your life, Princess Twilight! Your school is still a disaster and always will be as far as I'm concerned!" Then he paused, before he added. "But regardless of how I may feel about those... creatures it certainly won't look good if they were to remain missing, or worse. You and your friends may have time to look for those six students," Lighting up his horn, Neighsay brought forth a magical hourglass similar to the chains and the lock. "I will give you twenty four hours to locate the missing students. No more, no less. If time passes and they are not back here safe and sound, you'll leave me no choice but to go directly to Princess Celestia and Princess Luna, and have them call out the royal guard."

"Don't worry, Neighsay. That won't be necessary. We'll find those students, you can be sure of that!" Twilight declared. "My friends and I haven't met a problem yet that we couldn't solve."

"Then let's hope this is not the first such 'unsolveable problem' for your sakes," Neighsay cautioned. "But don't get any ideas. If you find the students, you are to return them to their leaders. It is for the greater good that they remain with their kind."

Applejack protested. "Uh, don't forget that one of them's a pony."

Neighsay replied. "You need not worry too much about him. He is free to return to his family and attend any EEA school of his choosing. He is still a child, in time he will understand why the other creatures had to be sent away," Then he conjured up a portal with the tangelo glow of his magic. "I'll return to Canterlot to make my official report to the EEA. See that you make the most of the time I've given you. And don't make me question my decision." He subsequently walked through the portal and disappeared.

Fluttershy was the first one to speak up after the chancellor had left. "No wonder he's called Neighsay. How could a pony like him ever become head of the EEA?"

"Who cares? We've got more important things to worry about!" Rainbow Dash spoke up. "Like how the hay we're supposed to find our missing students when we don't even know where they went!"





Miles and miles away from the school, Chrysalis held the six students within cocoons. It didn't take long for her to notice that one of them was a changeling, and she knew who that changeling was. "Ah, Ocellus. I didn't know Thorax had taken you under his wing," She commented with a fiendish cackle. "How fun, I can add him to the list of creatures I'm going to get my revenge on!"

Ocellus pounded on her cocoon. "Leave Thorax out of this! The only thing he did was get me away from you, free me from your control!"

"Only after he and that goody two-horseshoes Starlight Glimmer turned the hive against me!" The disgruntled former queen hissed. "But now, the foolish Princess Twilight Sparkle has given me the means by which I can have my revenge! I'll turn her own strength against her!"

"H-how are you gonna do that?" Sandbar gulped. "I don't think Headmare Twilight even knows you took us yet."

Chrysalis just grinned. "But she will in time. And her friends will surely come rushing to her aid, including that meddlesome Starlight Glimmer. And when they do, they'll play right into my hooves!"

Smolder rolled her eyes. "Big deal, Queen Cheeselegs. You don't scare me. I could totally take you! In fact, watch!" She took a deep breath and tried to burn her cocoon, but it didn't work.

"Those cocoons are indestructible," Chrysalis taunted in reply. "You really think I'd bother to take you all prisoner, just so you could escape? This time, I'll ensure I account for every potential threat!"

"And you think just holding us captive is gonna solve anything?" Gallus remarked as he too rolled his eyes. "Some of us have leaders who wouldn't take kindly to finding out we'd been kidnapped."

Yona eagerly declared. "Chrysalis wait until Prince Rutherford and yaks find out Yona missing! Yaks destroy anyone that threaten other yaks! Chrysalis not stand a chance!"

Chrysalis only snapped back. "Let them all come! Let them try to stop me!" She floated over the strands of hair she'd picked up from each of Twilight's friends (and Twilight herself). "I'll have an army at my disposal! And soon all will bow before me!"

Silverstream was the last one to speak up as she nervously questioned. "What are you gonna do with those hairs?"

"As if I'd tell the likes of you!" Chrysalis coldly hissed. "Though if you're really so curious to know, I suppose there's no harm in showing you. You won't be escaping to warn anyone anyways." She then walked away from the cocoons and over to some nearby trees, all lined with photos of the ponies whose hair strands she matched. Then she lit up her horn, casting its sickly green glow as it surrounded all the nearby trees. The six students watched with horror as one by one, duplicates of Pinkie Pie, Fluttershy, Rainbow Dash, Applejack, Rarity, Starlight Glimmer, and finally Twilight Sparkle all took shape.

The duplicates did have a couple of details that did not match the ponies they were supposed to look like. Their coat colors were dulled a bit, some of their cutie marks were wrongly colored or upside down, and most noticeably their personalities were nowhere close to the ponies they were supposed to represent. "Ugh, why did we have to be created? This is so boring." The imposter Pinkie Pie complained.

The imposter Fluttershy just looked around as she grumbled. "There's nature everywhere... and I hate it! Everything's so nice and peaceful." She stuck out her tongue, pretending to gag.

"Ooh, so many valuable objects!" The imposter Rarity exclaimed, rushing all about. "It's mine! All mine!"

"Gosh, it sure has been a long time since we came into existence." The imposter Applejack lied.

"I'm just glad to be free again!" The imposter Starlight Glimmer declared and ominously warned. "The next creature who does anything to me is getting trapped in crystal!"

The imposter Rainbow Dash simply flapped her wings. "I don't care about the rest of you losers. I'm getting out of this dump."

But the imposter Twilight moved to pull the imposter Rainbow Dash close. "You're not getting away, fool!" She turned to Chrysalis with an evil gleam in her eyes. "Why have you created us, your majesty?" She delivered the last line with a noticeably sinister undertone. The venom in it was clearly registered.

"One of the downsides to mass cloning, some details have to be sacrificed to ensure success," Chrysalis thought to herself. "Although if I'm being honest, the Starlight clone is a marked improvement over the original counterpart." But she didn't bother to say such things out loud. Instead, she cleared her throat. "Listen, you seven. I created you for one purpose and one purpose only: To destroy Twilight Sparkle and her friends, forever!"

"Then do it yourself, this is so boring!" The fake Pinkie Pie complained.

Chrysalis shook her head. "I've tried twice to do so, and twice they have bested me. I believe it's because they stick together somehow. That's where you seven come in. I want you to infiltrate their circle of friends, discover the source of their power, and take possession of it so that I too might wield it."

"Not a problem! I'll do it myself!" The fake Rainbow Dash insisted.

But the fake Twilight protested. "No, her majesty wants us to work together. If the ponies we're clones of could defeat her, they could easily defeat us if we take them on one at a time."

The fake Starlight added. "Yeah, we need to be super sneaky about it. We'll replace them one by one until one of them tells us how to defeat them. And that's when we'll pounce!"

"Ooh, an ambush! Now that sounds positively fiendish!" The fake Fluttershy said with an evil grin. "Count me in!" And the other clones nodded in agreement one by one.

Chrysalis smirked, rubbing her hooves together with glee. "Excellent! Now go, my clones! Failure is not an option, and any who come back without results will answer to me! And don't forget that I brought you all into this world, I could easily destroy you all and start again! So don't make me have to do so."

The fake Twilight bowed her head. "Not to worry, your majesty. We won't let you down. You can depend on that." But in her mind she was thinking. "You may have created us, but I for one don't intend to keep taking orders from you. Once I discover what makes those ponies so powerful, I'll use it against you!"





Back at the still shuddered School of Friendship, Twilight and her friends began their search. Unfortunately, they had no real leads to go on.

That wouldn't be the case for long though, as suddenly a rather exhausted looking Photo Finish came running up. "Ach, Princess Twilight Sparkle. My zincerest apologies for ze delay."

"What delay? There's not going to be a yearbook, Chancellor Neighsay closed the school." Twilight glumly remarked.

Photo Finish seemed alarmed and surprised by this. "Vat?! Vat yearbook?! I do not recall accepting zuch an offer!"

Starlight blinked as she turned to the photographer. "Uh, you came by when we opened this school? Said you'd come back for the yearbook during Friends and Family Day celebrations. And you insisted on getting a strand of mane hair from everypony."

"Not to mention the fact that you were being rather pushy," Rarity commented. "Almost as if you couldn't stand to be in the same room as us."

Photo Finish shook her head. "Zat vas not me. Ze Canterlot Historical Society, zheir photographer she called in zick with ze flu. I had to fill in for her before zey could send me here to Ponyville," And she declared. "But now I am here, I vish to create 'Da Magics'!"

But Twilight seemed to be deep in thought. "Wait a minute, something's not right with this picture," She turned to Photo Finish. "Pardon the joke."

Photo Finish simply shrugged her shoulders while setting up her photography equipment.

Twilight took the time to think more, pacing about. "Two Photo Finishes, the first one was acting odd. The second doesn't remember anything about a yearbook. The first shows up just before the students go missing, the other arrives just after the school's been shut down."

"What are you thinking, Twilight?" Spike questioned as he reached out a claw toward her.

Suddenly, a look of realization flashed in Twilight's eyes as she let out a gasp! "Of course! Why didn't I think of it sooner?! There's only one creature that cause all of this: Chrysalis!"

Twilight's friends all gasped! "Chrysalis?!"

"But I thought she was driven away from her hive in shame!" Fluttershy exclaimed with fright.

Applejack just groaned, kicking at the dirt. "Yeah, but she still got away. Should've figured she'd rear her ugly head again at some point."

Rainbow simply waved a hoof. "No big deal! We've beaten her before, and we can do it again!"

The young alicorn shook her head at the notion. "Chrysalis has to be behind the students' disappearance. We'll need to rescue them before we do anything else."

"But what if the students manage to escape while we're out looking for them and come back here?" Fluttershy nervously inquired. "They don't know the school's closed."

Spike immediately rose to his feet and declared. "Leave it to me! Besides, I know how to contact some ponies who might wanna know what the not so friendly chancellor's been up to. It's better than having a bunch of angry leaders come storming in to confront them."

"Good idea, Spike. Princess Celestia and Princess Luna will know how to handle Neighsay." Twilight nodded her head.

"Which means the rest of us can focus on teaching that no good ex-queen a lesson!" Rainbow vowed as she pounded a hoof. But then she hovered close to Twilight and asked. "Uh, how are we gonna do that, exactly?"

"In a situation like this it's best not to take any chances. I know it's been a while since we've used them, but I think we're going to need the Elements of Harmony again." Twilight suggested.

Pinkie Pie leaped up and shouted. "Woohoo! Another world saving adventure! Now this is more like it!"

Meanwhile, Starlight nervously backed away. "Uh... I think I'll just... stay here with Spike. You know, since I can't use the Elements of Harmony."

"That didn't stop you with the Pony of Shadows. And we never would've freed Stygian without your help," Twilight reassured her former student. "We're all responsible for ensuring the safety of our students. And since you played a big role in defeating Chrysalis last time, you're exactly the kind of pony whose help we may need the most."

"Well, when you put it like that, I guess I really can't say no," Starlight commented. "Alright, I guess I'll tag along. Just give me a minute to get ready. This time I want to be prepared." She trotted away to the nearby castle to pack.

Unknown to the mares (and dragon) the evil clones Chrysalis had made of them lurked nearby, hiding in the bushes. "Now's our chance!" The fake Twilight grinned and shoved the fake Starlight forward.

The fake Starlight trotted up to Twilight and the others, who didn't seem to be any the wiser (though they did take notice of Starlight's changed appearance). "I'm here, let's go!" She declared in a rather impatient tone of voice.

"Wow! Already?! You're an awfully fast packer." Rainbow Dash commented in amazement.

The fake Starlight just grinned. "Well, my time is short. Er... I mean our time is short. Now come on! I know a shortcut!"

Applejack eyed the fake Starlight skeptically, her eyes gazing deep into the clone's. "Really? First time I've ever heard ya mention it."

The fake Starlight struggled to keep from breaking out into a nervous sweat. She knew the pony she was based on would come back at any minute. And if that happened she'd be exposed and likely destroyed. "W-well... it's a... shortcut I just found not too long ago. But we need to hurry if we're gonna take it and rescue the missing students!"

The imposter's argument was able to convince the others, particularly Twilight. "She makes a good point. It can't hurt to try this shortcut, we've already wasted a good deal of time." She gestured a hoof to the magic hourglass, a few strands of sand had already moved from the top half to the bottom half.

Reluctantly, the rest followed. But Applejack could be heard whispering to herself. "Somethin' ain't right about Starlight. She ain't actin' like herself."





Miles and miles away, Chrysalis had left with her clones to await any information about the weaknesses of her sworn and hated enemies.

As a result she had left the six cocoons with the captive students unattended, convinced that there was no way they could escape. She'd made the cocoons from the finest materials known to a changeling on the run, and if her cocoons could hold even alicorn princesses then what chance did considerably less powerful creatures have of breaking free?

Well, Smolder didn't know about those details. And if she had she wouldn't have cared. She continued to breath fire as best she could in her confined prison. But the best she could mention was a puff of smoke and several coughs.

"Give it up, Smolder. You'll never break the cocoon like that," Ocellus unhappily replied. "Face it, we're stuck here. Probably forever."

"What?! No, no, no! I can't be stuck here! There's so much I still want to see, so much I want to do!" Silverstream protested as she wiggled about in her cocoon.

And Gallus was shaking about. "Will you cut it out?! I can't stand small spaces, and your comments aren't helping!"

Sandbar, meanwhile, was just commenting. "Come on, guys. There's no need to worry. I'm sure Headmare Twilight and her friends will find us and rescue us soon."

"Yeah, and then what? We'll just all go back to our leaders, probably. There's no way I'm going back to that boring old school, and Ember can't make me!" Smolder protested. "The only thing I hate more than it, is being trapped in this stupid cocoon with no way out!"

Yona complained. "Cocoon too small, Yona can't move. Otherwise Yona could probably break free. Why this have to happen to Yona? Yona just want to tell others about Yakyakistan, share what make Yakyakistan great."

Ocellus simply hung her head, unable to even look at the other creatures. "At least you'll all come out of this with your reputations intact. Now I'm gonna have nightmares, and everyone's going to say that changelings can't be trusted. It took so long for Thorax to convince the other nations otherwise, and Chrysalis had to come along and ruin it."

"Hey, I don't have anything against you or any other changeling, Ocellus!" Smolder glared. "Right now the only changeling I don't like is that annoying Chrysalis. Her voice is so annoying, she never shuts up, and it looks like she has more holes in her than there are craters in the dragon lands. And if I could find a way out of here, I'd catch up to her and give her a piece of my mind!"

It was then that Sandbar suggested. "You know, maybe since Ocellus is a changeling herself, she could tell us how to get out of these cocoons?"

Ocellus nervously answered. "Well, I don't know if it'll work. But maybe if you use your sharp claws, Smolder, you could make an opening and crawl out."

The orange scaled dragon took Ocellus' advice. It took some effort, but eventually Smolder was able to free herself. "Ew!" She gagged, observing the slime that clung to her scales.

"Don't worry, it's easy to remove," Ocellus insisted to the dragon. "Now come on, you need to get the rest of us out."

"Maybe she doesn't want to," Gallus remarked in a noticeably unhappy tone. "Anyone else in this situation would get the heck out of here while they still could."

But Smolder instead set to work on freeing Gallus. "I'm not that kind of dragon, feathers for brains. You're gonna help me free the others."

"Yeah!" Sandbar eagerly declared. "We've gotta get back to our professors and warn them! They'll be charging right into a trap!"





Sandbar was right. The fake Starlight led the ponies she was supposed to be friends with on a long and winding path through the Everfree Forest. She didn't actually know where the Elements of Harmony were located.

"Starlight, is this some kind of joke?! If it is, it's not funny!" Twilight protested while panting. "Our students' lives could be in danger!"

"Trust me, I know where I'm going! This is a shortcut!" The fake Starlight insisted while looking around at the bushes, as if expecting something to emerge from it at any moment.

Rarity shook her head. "Darling, do you think we're so easily fooled? You've been acting just as weird as that fake Photo Finish. And is it a trick of the light, or have you done something with your cutie mark?"

Applejack stomped her hoof down. "I keep tellin' ya, somethin' ain't right with this girl. This ain't the Starlight we know!"

"I knew that too, Applejack," Twilight declared as she stopped in her tracks. "I didn't want to say anything at the school because I didn't want to alarm Spike and Photo Finish," She glared at the fake Starlight. "But nomore! You've been leading us on a wild goose chase! Who are you, and what have you done with the real Starlight?!"

At that very moment, an exhausted looking Starlight with a very frazzled mane and tail came panting up. "Twilight! Thank goodness! Spike told me you'd already gone ahead with a fake me!" She declared, before pausing to catch her breath.

The fake Starlight stepped back in horror when she saw the real Starlight! "You! You weren't supposed to follow me!" Then she snarled before turning to the bushes. "Oh well, now's as good a time as any for this," She gave a whistle. "Okay girls, let 'em have it!"

Suddenly, amidst a rustling of bushes came a series of screams and battle cries! The evil copies of Twilight, Pinkie, Rainbow, Fluttershy, Rarity, and Applejack all emerged from hiding. The evil Starlight laughed wickedly. "That's right, you fools. I've got back-up! Now I know the source of your power!"

"Very well done, you played your part well," The fake Twilight said to the fake Starlight. Then an evil grin formed on her face as she added. "But I'm afraid your services are no longer required. After all, only six of us can actually wield those elements." Lighting up her horn, she directed a blast at magic at the fake Starlight.

The fake Starlight screamed! But before she could say anything in protest, she was turned into a pile of wood with Starlight's grayish-purple coat color and purple and white star with a gleaming stream of two-toned blue printed on it! The real Starlight and her friends were horrified!

The fake Twilight just laughed and brushed aside the display, blowing the smoke from her horn. "You six think you're so clever. But you're weak! This time, your friendship will be your demise!"

"Don't count on it, evil me!" Twilight declared. "If you're working for Chrysalis, my friends and I will show you no mercy!"

"Good," The evil Fluttershy remarked with narrowed eyes. "Because we won't either." And then the six clones and the seven real mares charged forward, each preparing to face off against the opposition.





Smolder and Gallus worked hard and fast, eventually managing to free all of the other entrapped students. Ocellus then showed them all the fastest way to remove the left over goo that clung to them.

"Okay, so we're free of those cocoons and that angry bug lady isn't here. Now what are we supposed to do?" Gallus questioned.

"We gotta find a way back to our professors of course!" Sandbar declared. "If only we knew where we were."

"Actually, I think I might have an idea," Ocellus commented. "I kind of paid attention during Headmare Twilight's class of pre-Equestrian friendships. If I'm right, we're somewhere within the heart of the Everfree Forest."

"Forest?" Yona gulped. "That mean spiders and other insects?"

Ocellus nodded. "Yeah, but I don't think we'll run into any dangerous creatures like that. It's not star spider season."

"Okay, but just how do we get out of here?" Smolder inquired of Ocellus. "In case you haven't noticed, we don't have a map!"

But Sandbar put a hoof to his ear. Closing his eyes, he tried to concentrate on what he was hearing. At last he declared to the others. "Actually, I think I have an idea of where we are. My parents used to take me camping out to the Everfree Forest, and they had a special place they'd love to go to. It was right by a stream that runs close to the Castle of the Two Sisters."

"That leads to the Tree of Harmony!" Ocellus realized with a gasp! "We could get there before the clones and stop them!"

"Ooh, that would be totally great!" Silverstream cheered in delight. "Just point me in the direction of that stream, Sandbar!"

Sandbar happily nodded. "Okay, just stay close to me. I can hear the stream from here." The colt proceeded to lead his friends through the forest, past thick, tall trees that all but blocked out the sunlight despite it being day.

Eventually, the rag tag group of self-liberated students pushed past some stray branches, and they came to a small clearing. Just as Sandbar had said, there was indeed a small stream.

Even so, the mere presence of it excited Silverstream and made Yona nervous. In contrast to her usual self-confident persona, she now seemed to shrink and step back. "Yak not like water. Yona can't swim."

"Don't worry, Yona, it's not that deep. You can practically wade through it," Sandbar insisted as he stepped into the stream to prove his point. "See? You'd barely even get your hooves wet."

Yona wasn't convinced. "Yona not want yak fur to get wet. Other creatures go on, leave Yona behind."

But Sandbar protested as he stepped out of the stream. "Yona, we're not gonna leave you behind. We're not leaving any creature behind," He sighed. "We'll just have to build a raft and ride it down the stream."

"Ooh, better yet!" Silverstream declared, clutching the necklace that hung around her neck and flying over the water. In a flash of light she transformed, her claws and wings being replaced with fins. "I can totally power that raft! Now I have a chance to show off my seapony side."

"You're a seapony? I thought you were a hippogriff." Gallus questioned.

Silverstream giggled. "I'm both you big silly goose," She gestured a fin to her necklace. "This is a fragment of the Pearl of Transformation. It was split up among our kingdoms when the Storm King was defeated."

"Wait? Kingdoms? I thought all the hippogriffs went home to Mount Aris," Sandbar pondered. "At least, I think that's what Headmare Twilight said. Probably should've been paying more attention to her class."

The seapony just giggled again. "It's okay, I get that a lot. Long story short, not every seapony chose to turn back into a hippogriff and go back to Mount Aris. Some, like my mom, decided they liked being seaponies and they decided to stay in Seaquestria. So we split up the Pearl of Transformation necklace and Seaquestria is ruled as a joint kingdom with Mount Aris, though my mom usually leads Seaquestria if Aunt Novo's not around."

Smolder snorted. "Well that's... very fascinating, Silverstream. But we need to focus on building a raft."

"Oh, that's easy! All you need is some logs and some vines to hold them all together." Sandbar declared.

As if on cue, Yona stomped about and brought down some trees. "Yak love to smash things!"

Gallus sighed. "I guess I'll get some vines. Am I the only one who thinks we should just stay here until everyone gives up looking for us? Seems like we're having more fun here than we ever did in school."

"You know, he makes a good point. I never thought I'd say this, but hanging out with other creatures is actually... not bad." Smolder commented.

"Our professors might be in danger because they went out to look for us!" Ocellus protested. "We owe it to them to warn them. They'd do the same for us. Now hurry up with those vines, it'll be night soon!"





The struggles between the six clones and the seven mares raged on, the six clones alternating between attempted attacks and retreating deeper into the Everfree Forest.

Even with the aid of Starlight, it was still a tough battle. The evil clones may not have had the same personality as the originals, but when it came to skills and abilities they were able to match the originals almost perfectly.

The passage of time became almost an afterthought as the clash continued.

Eventually though, the six mares found themselves nearing the site of the Tree of Harmony, the resting place of the Elements of Harmony. And the last gleams of twilight were giving way to the rising moon as the stars came out.

The clones reached the same location at about the same time. A fact that did not go unnoticed by the evil Twilight. "Excellent," She whispered to herself. "Now you just need those other five imbeciles, and your plan will be a success."

"Uh, what was that about 'your plan'?" The evil Applejack questioned.

The evil Twilight seemed to hesitate before she answered. "I mean 'The plan'. You know, the bidding of 'her majesty'."

"Oh, okay." The evil Applejack replied.

The evil Pinkie Pie simply complained. "Do we have to keep her in the dark? I'm so bored of pretending."

The evil Twilight just grinned. "Don't worry, soon we'll have everything we need. Once the elements are under our control, not even 'her majesty' can tell us what to do."

"You'll never get to the Elements of Harmony! This is as far as you go!" Twilight declared, swooping down in front of the clones.

"Yeah!" Pinkie Pie added as she and the rest of the mares surrounded the clones. "The party's over, you meanie pants!"

Applejack declared. "You made a mistake tryin' to outsmart us."

But at that moment the sound of an approaching raft caught everyone's attention. All turned to look, and saw that the students who were supposed to be missing were on it. Silverstream (as a seapony) and Ocellus (having transformed into a sea creature) were pulling it, and Sandbar, Yona, and even Gallus and Smolder were on it (the latter two resting their wings).

"Headmare Twilight! It's a trap! Chrysalis wants the Elements of Harmony!" Sandbar warned as he and the other students departed the raft (as it drifted ashore), and then Ocellus and Silverstream transformed and left the raft behind to join their friends.

Seeing an opportunity for a distraction, the evil Fluttershy just grinned before she gave a whistle. "You might wanna get to your students soon. Because otherwise, things are gonna get ugly for them."

Just a second later, a few stray hedgehog like creatures in various colors appeared. Sandbar yelped and stepped back just before his hoof would've landed right on one of them! "What is that thing?!" He questioned in fright.

"It's a puckwudgie!" Ocellus realized. When the other students looked at her she added. "Am I the only one who didn't sleep through Professor Fluttershy's 'Critters of Comfort and Conflict' class? Maybe I can make friends with them?" She turned herself into a puckwudgie that had the same pale green coat as her, approached the other puckwudiges, and garbled something.

The puckwudgies growled in response as Ocellus nervously transformed back to normal! "Oops!" She apologized.

"What did you do?! And should we be concerned?!" Gallus questioned the changeling.

"Well I either asked nicely if we could be friends, or said their mothers are ugly beasts," Ocellus explained. "Considering their reaction, I think it's not the first option. And yes, we should definitely be concerned."

"Puckwudgies' quills are sharp enough to pierce metal!" Fluttershy gasped. "We've got to protect those students, their lives are in danger!" She flew over as the puckwudiges prepared to fire off their quills!

"Uh? Guys? Not that I mean to panic, but they're getting closer!" Sandbar shouted in fright as he dove for cover behind a tree.

"Yona not scared, Yona have friends," Yona declared. "Yak fur will stand up to spikes!"

But Fluttershy swooped forward, pulling Yona down as quills rained down around them. "Yona, if those quills touch you you'll barely even notice the pain before it's too late! Even yak fur won't protect you!"

Reluctantly, the rest of the mares all rushed over to protect the students from the puckwudgies. Twilight and Starlight touched horns to generate a magical barrier to keep the puckwudiges and their sharp scales at bay.

"Don't hurt them!" Fluttershy pleaded. "Just ask them to leave nicely."

"No worries, I'll round 'em up!" Rainbow Dash declared. "Pinkie, you get your party cannon ready!" A short time later, all the puckwudgies were deposited into Pinkie's party cannon and launched into the sky. Fortunately, they were given parachutes.





While the seven mares were busy protecting the students, the clones seized their opportunity to approach the Tree of Harmony. The Elements of Harmony were finally within their reach.

However, the evil Rarity was drawn to the shiny nature of the elements. With a cackle she declared. "Ooh, that one there is mine! And that one too! I want them all! I'll add them to my collection!" The Element of Generosity flashed black as a result, but no one paid it any attention.

The evil Fluttershy tripped up the evil Rarity a moment later. "Oops. I'd say sorry, but I'm not!" She sarcastically declared, causing the Element of Kindness to flash black.

And the evil Rainbow Dash just yawned and lay down. "Call me when it's my turn." The Element of Loyalty flashed black.

"Stop it, you fools!" The evil Twilight protested to the others, watching as the evil Pinkie gave up and lay down too, and the evil Applejack just shook the tree over and over again. "You're going to ruin everything! We'll need those elements to take out Queen Chrysalis, she's the only one who stands in our way!"

At that moment, who should come upon the scene but Queen Chrysalis herself?! She'd been observing the behavior of her clone creations from afar, and had suspected something was up. Now she knew what that something was. "Of all the nerve! I created you six! I shouldn't have had to grubsit you to make you obey!"

"Well that's where you made your mistake, Chrysalis," The fake Twilight remarked with dripping venom in her tone of voice. "We were never going to be your obedient creations! You may have created us, but did you really think we'd let a two time failure like you lead us?"

"If you say yes, you're a bigger liar than I am. And I never lie." The fake Applejack declared.

Chrysalis just hissed. "It is you six who are the fools! From the moment you destroyed the Starlight Glimmer clone, I knew you were up to no good! Servants always fail you in the end." She shot out a beam from her horn, clashing with the fake Twilight.

The fake Twilight just laughed, effortlessly pushing back against Chrysalis. "Even you can't stop us anymore, your majesty. Soon, the Elements of Harmony will be under my control, and I will reign triumphant!"

However, at that moment, Twilight and her friends came up to join the fight. "Don't count on it! The Elements of Harmony will never work for creatures that don't understand how friendship works!" Twilight told her clone.

Chrysalis looked across to Twilight. "Much as I'd like to be rid of you and your pathetic friends, it seems we have a common enemy. If you help me dispatch these rebellious, ungrateful grubs, I'll leave your students alone."

"Why should we trust you, Chrysalis? How do we know you won't go back on your word?" Starlight Glimmer questioned. "This has your hoof prints all over it."

The ex-queen simply replied (while continuing to fight the Twilight clone). "You're right, you can't trust me. But if you'd rather not take my help and try to fend off these powerful clones on your own, be my guest."

"We'll deal with you later, Chrysalis," Twilight protested and then motioned to her friends. "Come on, let's show these imposters what happens to those who mess with the Tree of Harmony!"

Starlight joined Twilight and Chrysalis in the magic beam struggle, while the rest of the mares took advantage of the conflict to pin down their respective clones.

Suddenly, the Element of Magic flashed black, and the Tree of Harmony seemed to react. Pure white magical vines shot out from it, ensnaring all the clones one by one and pulling them close to its trunk!

One by one they were turned into colored pieces of wood. The evil Twilight was the last one to disappear. "Imbeciles, you've ruined everything!" She shouted, before a flash of magic made her disappear. Just like that, the changeling clones had vanished.





"Whoa!" Gallus commented in amazement, having watched the whole thing. "You know what? I take back all the things I said about our professors before."

Sandbar couldn't help but rib the griffon, as well as the other creatures. "And you all had your doubts. Is it any wonder why I look up to those girls? They sure are something."

"Okay, so they're awesome when they're out saving the world and fighting evil. Why can't they be like that all the time?" Smolder grumbled. "It'd sure make classes more interesting."

But Ocellus just gulped. "Um, it's not over yet. Chrysalis is still unaccounted for. Our professors will have to deal with her."

And that's exactly what the seven mares did as they eyed the colored logs that had previously been evil clones, created by an evil former queen.

"Alright, Chrysalis," Twilight sighed. "What are we gonna do with you? That's three times now you've threatened Equestria."

But the crafty ex-queen simply replied. "Princess, you saw what happened. I'm just as much a victim in this as you, your friends, and your students. My own creations turned against me. And I certainly didn't tell them to sic those nasty puckwudgies on the students. I assure you, my methods would've been far more direct."

"Even so, you can't be allowed to slip away again," Twilight declared with a glare. "After all the trouble you've caused, I have half a mind to blast your sorry hide halfway across Equestria."

"Uh, Twilight, not that I mean to interrupt but we've got bigger problems to worry about." Starlight gestured a hoof to the students nearby.

Starlight didn't need to speak a word. Twilight remembered the deadline Chancellor Neighsay had given, and much time had passed already. She reluctantly turned back toward Chrysalis. "Consider this your lucky night, Chrysalis. Since you did sort of help us, my friends and I won't use the Elements of Harmony against you."

"Oh thank you, Princess Twilight! And you too, Starlight Glimmer," Chrysalis delivered the lines with a noticeable hint of malice. "How can I make it up to you?"

Starlight glared into Chrysalis' eyes. "Run as far away from here as you can! And don't even think about showing your face anywhere near here, the school, or anywhere else in Equestria."

"After all, next time we may not be so generous." Rarity added.

Chrysalis gulped. "Very well, you win this time, ponies. But don't think this is over, we'll meet again someday." She proceeded to scoop up the log with the same color as Twilight's coat, and then took off.





With Chrysalis defeated, Twilight and the others trotted over to the six students. "Thank goodness you're all okay!" Twilight declared. "I thought for sure something awful had happened to you!"

"Ah, we were fine, Headmare Twilight," Sandbar replied as he waved a hoof. "I suppose you've come to ask us all to come back to school." His question was confirmed with a nod.

Smolder let out a sigh as she explained. "Look, Headmare Twilight. If it's all the same to you, we'd rather not go back to school. School was boring."

"Yona not really like school, but Yona like new friends!" Yona declared as she hugged the other students tightly!

Smolder choked out. "Smolder... like breathing."

Twilight felt pride well up inside her as she looked over the six students. They definitely seemed closer together. "I'm glad you're all safe, and that you've started learning friendship without your professors. But there's only so much you can learn on your own. We'd be happy to share all that we know about friendship... if you're willing to come back to school with us tomorrow."

"Wait, you're not going to send us back to our leaders?" Gallus questioned.

Twilight shook her head. "The school isn't going to be run like a traditional EEA school. We tried the EEA's way, and for a friendship based school those guidelines just weren't working. If you come back with us though, we can all show you how different the school will be. You'll like the changes."

Rainbow Dash added. "Trust me, with me teaching class my way, you'll all agree that classes are two hundred and twenty percent cooler!"

"Not to mention it'll be much friendlier and inviting." Fluttershy declared.

"But we don't want to force you back if you'd rather not attend," Twilight told the students. "It's your choice. And whatever you choose, we'll respect."

"You kidding?! We'll be more than happy to give your school another chance!" Sandbar happily declared as he kicked his legs. "I've already made several new friends, and we've all learned so much from each other. If school is like this, it'll be a blast!"

Pinkie Pie cheered! "Great! Now let's get you out of this forest! And then tomorrow, your leaders hopefully won't be angry with us anymore."





Everyone returned to the school the next morning, even the leaders of the other nations had been brought back. As it turned out, this was because of Princess Celestia. "Spike has told me everything," She told Twilight. "And I can assure you, I'll be having a long talk with Chancellor Neighsay about his conduct when this is all over," A sigh escaped her lips. "It's a pity, I had hoped he would be better than his reputation would have you believe."

"Well there won't be much he'll able to do," Twilight replied to the sun princess. "When he finds out this is no longer an EEA school, he'll have no real authority over it."

"And how are you even going to get inside?" Ember questioned to Twilight. "The door's locked."

Twilight grinned. "Just watch," She used her magic to remove the lock and chains that prevented anyone from accessing her school. "I'm proud to declare that school is now officially back in session!" She declared.

But the announcement was premature as the familiar form of Chancellor Neighsay emerged from a portal. "Who has dared remove my magic seal from this accursed school?!"

Twilight cleared her throat. "I did, Chancellor Neighsay. And now I'm going to have to ask you to stand aside, or else classes will start late. You don't want that, do you?"

Neighsay growled. "Classes will never start! I stand by what I said, this school is a disaster and cannot be allowed to operate! The EEA has spoken, and none shall pass!"

"Yaks pass if yaks says so! Pony no tell yak what to do!" Prince Rutherford declared.

But Princess Celestia threw up a wing. "Everyone, please, let's at least try to be civil about this. It might be best if we let Princess Twilight explain before someone says something they'll regret."

Neighsay wasn't deterred in the slightest by the presence of Princess Celestia. "Princess Celestia, you don't realize that you're on the wrong side. I'm simply using the power bestowed upon me as head of the EEA to ensure all schools in Equestria meet only the highest of standards."

"EEA standards, or your standards, Chancellor?" Celestia questioned. "It seems to me that you're opposed to this school because of what it dares to be, not because of any actual faults it has."

The chancellor only hissed. "Princess, this is exactly why the EEA was created in the first place. You haven't seen the things I've seen. Anypony in my situation would've said the same. How could I overlook disorganized classes, unqualified teachers, and students lives being put in danger?"

Twilight simply replied. "Chancellor, you're not even giving me a chance to make amends. I know my school isn't the greatest, but it's full of potential. I can make changes. I'll overhaul the lesson plans, modify class sizes, and line up better teachers to coach my friends and I."

"It doesn't matter. Your school will never be EEA accredited," Chancellor Neighsay stubbornly declared as he stomped a hoof. "And it will never be a school at all."

But Twilight smirked. "Maybe it won't be an EEA school, but in this case I'd say it's for 'the greater good' as you put it. A school of friendship is an experiment that has never been done before. Regardless of well I try to follow the EEA's guidelines, it will never be exactly what they or you want it to be," Then she gestured a hoof. "These students reminded me that every friendship is special, so the way we teach it has to be just as unique. My school is going to do things differently. And I hope you'll understand why."

Neighsay didn't, he snapped. "You can't possibly expect that to work! I can't even begin to count the number of ways it could go wrong! Changing the rules for these new creatures, shutting the EEA out of the classroom all together, running it your way, it simply won't work."

Princess Celestia couldn't help but smirk as she sarcastically remarked. "Oh really? I've never heard that one before," Then she adopted a sincere tone as she explained. "When you're as old as I am there's a lot of things you tend to remember. And one of the things I seem to remember, is a lot of opposition similar to yours when it came to the idea of teaching all three kinds of ponies together, under one roof. Heck, when I wanted to open my own school to teach students advanced magical spells and abilities, I remember an EEA head who told me it would never work. You wanna know what happened to that pony? They ultimately came around and admitted they were wrong."

Twilight proceeded to plop down her own rule book. "Chancellor Neighsay, I assure you that despite your concerns my school will help protect Equestria."

"Or destroy it!" Chancellor Neighsay hissed. "But it seems you're intent on defying me no matter what!"

Princess Celestia spoke up. "Chancellor, you've already caused enough of a scene here. And you're making a lot of these 'dangerous creatures' very unhappy with you," She cautioned him. "If I were you, I'd leave before I could no longer hold back these leaders and one of them decides to give you a lot more than just a piece of their mind."

If that comment was enough to unnerve the chancellor, he didn't show it. The stallion simply turned very slowly toward Twilight and told her. "It seems you've won this round, Princess Twilight. But as far as I'm concerned your school is still a disaster waiting to happen. You'll see me again, even if I have to come back tomorrow, or the day after that."

"And just what will you be doing tomorrow, oh Chancellor?" Twilight innocently questioned.

Neighsay growled. "The same thing I'll do every day from now on, princess. Try to get this school shut down for good!" Then he leaped through a portal and disappeared, to a chorus of cheers from all gathered.

Grandpa Gruff still had his doubts. "How is this school going to be any different from last time?"

Twilight grinned. "Oh, I'm sure you'll see." And it wasn't long before she, her friends, and their new students all began to sing.





The song lasted for quite a while, and by the time it had ended many of the leaders were convinced one way or another. Ember in particular had gotten quite fed up with the song. "Ugh, fine! You win!" She complained as she put her claws to her ears. "Smolder can stay here! Just please, nomore singing! I can't take any more of it!"

Smolder cheered! "Woohoo! Thank you, Ember!"

Prince Rutherford spoke next. "If dragon is staying, then yak stays too. It not right for prince to take young yak away from friends."

"Yona love friends!" Yona happily declared. "Yona can't wait to meet more friends!"

Thorax stroked Ocellus with a hoof. "You'll grow into a fine young changeling, Ocellus. I look forward to hearing you progress, my student."

"Thanks, Thorax," Ocellus smiled back. "I'll do my best, and try to come out of my shell a little."

General Seaspray didn't need much convincing. "Silverstream, your Aunt Novo says you can stay as well. Just be sure to stay safe and out of trouble."

Silverstream smiled, happily shaking Seaspray's paw. "Oh, thank you SO much, Seaspray! Now come on, there's a lot of things I gotta show you! Wait until you see this thing they call a sink, it'll totally blow your mind!"

Sandbar looked up at his parents, who gave him a confirming nod. "Okay, Mom and Dad. I'll stay here too. And I hope you'll let me bring my friends over to my house sometime."

"Oh we'd like that, honey," Mrs. Sandbar told her son. "But I think we'll need to prep the house a bit before that can happen."

Mr. Sandbar laughed. "Yeah, I don't think our house is exactly 'Yak proof' or 'Dragon proof'."

"Alright, well let me know when it is," Sandbar commented and then looked around. "Hey, where's Gallus?"

Gallus was trying to stay hidden, hoping to avoid being seen by Grandpa Gruff. It didn't work, the older griffon spotted Gallus from a mile away. "What? Why are you looking at me, sonny? It was a mistake to let ya come here. You belong at home with me, not halfway across the world. You'll make poor Gabby work herself to the bone with all the letters we'll have to share," Then he coldly added. "Besides, you think I care if you made new friends?"

Gallus adopted the best pleading face possible as he got down on his knees and held up his claws. "Please, Grandpa Gruff? I promise I won't write to you very much. And didn't you once say you weren't running a chicksitting service?"

Grandpa Gruff couldn't resist the pleading look Gallus gave him. "Ugh! Alright, alright, you can stay! But don't come crying to me if it doesn't work it. You're on your own, sonny!" And with that he flew away.

A joyous celebration soon erupted as Gallus' friends all rushed to surround him, glad to know that he was staying.

The seven mares and Spike smiled as they observed the whole thing. "You know, I have a feeling this school is going to work out just fine." Twilight commented.

Starlight nodded. "I think it's safe to say, with this you'll definitely leave your mark on the future of Equestria," Then she commented. "Now, about the staff..."

But unknown to everyone, the celebration was being watched from afar. By who, you may ask? Why, by none other than a still very revenge minded former queen. Chrysalis' eyes narrowed as she looked at the school. "Celebrate while you can, ponies! When you least expect it, Chrysalis will strike again!"