The Pony Guard (Season 2)

by MXCDarkHorse2020


Episode 3: Lesson Zero

Episode 3:

Lesson Zero

On the sunrise of a bright and sunny day in Ponyville, Twilight is already up bright and early with her eyes and ears perked up as the sun rises ready with her latest do-to-list.

“Quill.” She asked her number one assistant.

“Check.” Spike replied as the unicorn levitated a purple-feathered quill for her to place on her desk with the other two matching quills while repeating the process with what she makes sure she has and that includes extra supplies.

“Parchment.”

“Check.”

“Extra ink.”

“Check.”

“Extra extra ink.”

“Check.”

“Is that everything on the checklist?”

“Yep.” He replied which left Twilight pleased as she walks by from behind.

“Great. Now that we've completed the checklist of things we need to create a checklist, we can make my checklist of the things I have to get done by the end of the day. Ready?

“Ready!”

“Item one: create checklist of the things I have to accomplish by the end of the day.” She began as Spike slouched with an exhausted sigh as he sees he has a lot of writing to do today.


A little later when the bright blue sky was shining and every pony and Pride Lander was happily walking through town Twilight took a moment to turn to her faithful assistant on what’s next on their agenda.

“How are we doing, Spike?” She asked as he looked at the checklist.

“Let's see... We've already dropped off your cape at the cleaners, returned the blackboard you borrowed from Cheerilee, ordered new parchment and quills from the stationery shop...”

“Hmm... Seems like we just placed an order for those a few days ago.” Twilight expressed surprise hearing that last part.

“Can't imagine why we go through so many of them.” Spike replied with a knowing sly smile as he looks back at the extra, extra, long list for the day.

“Sounds like we're ahead of schedule.” Twilight felt pleased to hear that. “What's next?”

“Cupcakes!”

Which means… a trip to Sugarcube Corner to where they met up with Kion and Ono who were also dropping on by to get cupcakes too.

“Hey Twilight! Spike!” Kion greeted. “How’s it going?”

“It’s going great Kion!” Twilight happily returned. “Everything so far is going exactly as planned.”

“Oh, really.” Ono asked seeing the unicorn’s eager smile. “How so?”

“Oh, nothing other than getting ahead of my to-do-list for the today.” She cheerfully replied while pointing to her long checklist.

“Hapana!” Ono gasped upon seeing how look the scroll is as Kion looks equally surprised at the sight as well.

“Hevi Kabisa!”

“I know.” Spike replied to them. “She is that busy of a mare.”

“Well, I hope that won’t keep you busy from our picnic later today.” Kion jokingly said to his best friend.

“Of course not.” Twilight dismissed it as she stated it won’t be a problem. “Because it’s on the schedule.” She said as she presented said item on her list.

“Of course it is.” Ono stiffed a chuckle as Twilight just shook her head still unfazed not about to let a little friendly jab ruin this day just as Mrs.Cake brings the two pairs two boxes of cupcakes.

“Whoa...” Spike marveled at the sight of them as Twilight inspects finding something not right about them.

“What’s wrong?” Kion asked.

“Uh, I only ordered twelve.” Twilight noted to Mrs. Cake who was currently moving back towards the kitchen with two boxes on her head in tow.

“Oh, I know, dear, but I had an extra. So I thought I'd make it a baker's dozen.”

Spike was then pulled aside by Twilight with her magic. "Oh, that was very thoughtful of you. It's just some of the icing from the extra cupcake is getting all over the one next to it. See?" She pointed to said treat with her hoof.

“Ohh... sure...” Mrs. Cake just went along with it for her sake as Ono flew over to examine them.

“Uh…not really…” Ono tried to explain to the unicorn as she refused to accept it.

“Yes really, you’ve got a keen eye.” Twilight pointed out while holding up the extra cupcake. “See the extra frosting.”

“Yes.” He replied with a sigh as he used one of his wings to wipe away the very small bit of icing. “Got it.” He then tasted the frosting off of his wing. “And I can assure you from the Keenest of Sight that they all taste good in case you are worried they might be poisoned.”

“I know.” Twilight acknowledged that she trusts Mrs. Cake with that. “It's just that I'm planning on sharing these at a picnic later and I don't want anypony to feel like somepony else is getting more icing.”

“Help me.” Ono pleadingly whispered to Kion.

Just as Twilight moved to make adjustments to the icing, Kion stepped forward before Ono could fly over and use his keen sight to make the “necessary” adjustments to place a calming paw on her shoulder.

“Easy Twilight. They’re all great the way they are. One small ounce of extra frosting isn’t going to make a difference.” Kion assured her.

“You’re right.” Twilight then relented as she let it slide and placed aside the utensil she was going to use. “One small thing isn’t going to ruin this day.”

“Truer words have never been spoken.” Spike agreed as he eyed the extra cupcake to which Twilight handed it to him before closing the box.

“Indeed Spike.” She agreed too before motioning him to come along. “Come on. Still got a lot to accomplish.”

“Okay.” Spike said with a mouthful of cupcake as he carried her checklist.

“See you both at the picnic!” She called out as she left.

“See you there, Twilight.” Kion called back as they take their box of cupcakes from the counter.

“Look forward to it.” Ono also said in her direction before turning to the lion with as he examined the cupcakes.

“Please, tell me that’s not getting into your head now?” Kion asked of him about to look dismayed if that's the case.

“No.” He denied as Kion closed the box. “Maybe. Yes.”

“They’re all okay.” Kion insisted with his paw still on the box cover. “Even if one cupcake has an extra bit of frosting.”

“Yeah, sorry.” Ono sheepishly apologized. “Sometimes that unicorn is just a little hard to please at times unless it’s absolutely perfect.”

“Maybe so, but she still means well.” Kion acknowledged. “Even so I doubt she would let one small thing get to her.”

“True. But honestly doubtful because last thing we need is Twilight going off the deep end over it like she nearly did when the parasprites nearly infested Ponyville.” Ono replied as he still couldn’t help but think something bad is going to happen.

“Well, I’m sure she won’t.” Kion confidently replied as Scar secretly observed the image from his magic as hid for cover from the bushes across the street.

“We’ll see about that.” Scar quietly remarked certain that otherwise before sneaking away unnoticed by anybody and anypony as he continues monitoring Twilight and Spike as they press forward with their list together.


“Looks like that's everything!” Spike said as he jumped off of Twilight’s back once they got back.

“Almost everything.” Twilight pointed out there’s one more thing left as Spike read the last item of business.

"Triple-check checklist to make sure we didn't miss anything when we double checked the checklist!" Uh... check!” Spike then checked it off as he dropped the quill and parchment paper as his writing claw got sore from all of that writing. “Ugh... I've been holding that quill so long, I've got a claw cramp! Well, good thing we don't have anything to report to Princess Celestia this week... I don't think I could write another word!”

Hearing this sparked alarm in her head just as she was admiring the beauty of Mrs. Cake’s work.

“We haven't sent a letter to Princess Celestia this week?!”

“Why? Is that bad?” Spike asked as he bandaged his sore claw.

“Bad? BAD? Of course it's bad!” She stated. “I'm supposed to send Princess Celestia a letter every week, telling her about a lesson I've learned about friendship! Not every other week, not every ten days, every... single... week!” She added with a slight tap of her hoof on his chest for emphasis.

“Huh?” Spike was lost as Twilight started picked up books with her magic desperately searching for something she needs.

“Ohh... Where's my calendar, where's my calendar?!” She frantically asked as she looked all around her desk.

“Where it.. always is?” Spike pointed out as he pulled it out from its usual placement as Twilight levitates it over to her stand.

“When did we send the last one?”

“Last...Tuesday?”

“And today is...”

“Tuesday?” He honestly answered which still didn’t do his friend any good as she quickly ran upstairs to the upstairs window to look at the time flying sun on the horizon.

“Argh! Nononononononono! If I don't send her a letter by sundown, I'll be... tardy!”

“What's that now?” He asked as he pulled aside the reddish-pink background when she stated tardy.

“Tar-dy, Spike! Late, I'll be late!” She spit out the definition as she fell onto her bed while spiraling slightly while wrapping herself under her bed sheets. “Oh, how could I let this happen? I'm usually so organized. I've never been late with an assignment.”

“Oh, please!” Spike exclaimed as he pulled the covers off of her and dropped down to the first floor. “You're the most studious student ever! I'm sure the Princess will forgive you if you miss one little deadline.”

“I'm afraid to take that chance, Spike.” Twilight refused. “This is the ruler of all of Equestria we're talking about. The pony who holds my fate in her hooves! What if she doesn't forgive me?”

“Yeah... I don't think she—“ Spike tried to say otherwise as she continued speaking off of her mind as she teleported right in front of him.

“What if instead she starts thinking I'm not taking my studies on friendship seriously?”

“Why would she—“

“What if she makes me come back to Canterlot and puts me back in school and makes me prove I've been taking them seriously by giving me a test?! What if I don't pass?!” She further rambled as she paced around the room while Spike just shakes his head.

“Well, why wouldn't you pass—“

“She's my teacher. Do you know what teachers do to students who don't pass? “ She asked as Spike didn’t have an answer as he face-palmed. “They send them back a grade! But she won't just send me back a grade. She'll send me back to... magic kindergarten.”

Twilight sat and shuddered at the memory of all of the fillies laughing at her for her intelligence just as Spike literally pulls up the shades containing the flashback up and away.

“Twilight? Twilight!” He called and nudged her to get her to snap out of it.

“Huh?”

“That is the most ridiculous thing I've ever heard! You're not going to be sent back to magic kindergarten.” Spike insisted that’s crazy talk and she has nothing to worry about.

“You're right. I have no reason to worry.” She then calmed down to which Spike smiles seeing that she is coming to her senses at least until she then said… “Because I'm going to solve a friend's problem and get that letter to Princess Celestia before sundown!” Spike groaned.

“So... got any problems, troubles, conundrums, or any other sort of issues, major or minor, that I as a good friend could help you solve?” Twilight offered while sporting an eager smile.

“Huh. Hmm. Huunh. Huh...” Spike tried to think of something but came up empty-clawed. “I got nothin'.”

Twilight’s ears and smile dropped for the moment before setting out to resolve it herself someway somehow.

“Then it looks like I'm going to have to find somepony who does.” She vowed as she left the library.

“This won't end well.” Spike murmured to himself as he placed a claw on his forehead.

“You’re right about that.” Scar secretly agreed as he secretly watches from one of the tree branches as he sees Twilight leaving before leaping off of the tree and onto the ground. “Because I have a plan for that.”


As the day progresses late into the morning, Twilight happily trots around while confident she’ll prevail as always while Scar follows her by leaping from roof top to roof top.

“You've got this, Twilight. You still have plenty of time to get that letter to Princess Celestia! Has to be somepony who needs the help of a good friend!”

And as luck would have it she heard a familiar scream.

“Rarity!”

Twilight quickly ran over to Carousel Boutique with Scar quickly teleporting to the tree in front of the shop just as the unicorn kicked open the door.

“Don't worry, Rarity! I'm here!” Twilight announced her presence as she came across the unicorn sobbing with Ono by her side.

“Why me-e-e-e-e-ee…WHYYYY?! Why? Why-y?! And of all the worst things that could happen, this is THE. WORST. POSSIBLE. THING!”

“What's happened? Are you alright?” Twilight asked as she eagerly pounced on the potential opportunity.

“I've lost my diamond-encrusted purple ribbon! I have searched high, and I have searched low. Low and high! High and low! But I can't find it anywhere! Anywhe-e-e-e-ere! How can I possibly finish my latest creation if I can't find it?!” She explained as she pulled up a special couch to act dramatically on while crying.

“Oh, brother.” Ono just grumbled with a resigned expression as he flies over to and does a quick scan of the room just as Twilight’s eyes glimmered as she vowed to help her.

“Never fear, Rarity. As your friend I'll do my best to help you fi—“

“Never mind found it.” Ono reported as he pointed to the missing item in plain sight.

“Oh, there it is. Isn't it always just the last place you look?” She said as she picked it up with her magic.

“So... you just lost your ribbon?” Twilight asked now feeling taken aback by that over reaction.

“Mm-hm!” She nodded as she starting snipping away.

“But now you've found it?”

“Yuh-huh.”

“And nothing else is bothering you? Nothing that I, as a good friend, could help you with?” She prodded trying to peg for an actual problem lingering around while sporting open her right eye to which Ono picked up a vibe wondering why she is so interested in trying to solve a major problem.

“Hmm... there is one thing.” She responded as she thought off the top of her head.

“Yes?” She eagerly asked as she got face to face with the unicorn as she turns to address her.

“I think I left my measuring tape under the fabric over there. Could you get that for me?”

Twilight just sighed as she levitates the requested item.

“Measuring tape? Sure.” She just said feeling rather disappointed that was all for essentially nothing to which Rarity took notice of along with Ono.

“Twilight? Is there something bother—“ She asked before seeing she disappeared. “Twilight?”

“She’s already gone!” Ono explained while gesturing to the door. “And I got a pretty bad feeling there is something bothering her.” He then said feeling his earlier concerns were correct as she was hoping for a really big problem to actually solve.

Twilight then pressed forward with Scar secretly following her unnoticed.


“No need to panic. Rarity is just one pony. I'm sure one of my other friends will need me.” She said to herself as she heard and witnessed Rainbow Dash who is wearing safety goggles beat the heck out of the barn ahead with Applejack, Fuli, and Bunga watching from a safe distance just as a loose board lands right in front of her with her super speed.

“What in the world...?” She wondered in surprise at the sight. “Rainbow must be angry with Applejack!” She then deduced of what she think is going on. “She must hate her guts! How wonderful!”

She then ran over and immediately stopped Rainbow by gaining a magical hold on her tail.

“Rainbow Dash! Stop! Listen, Rainbow. I know you're upset with Applejack, but don't worry. Whatever it is that has come between you two, I'm sure that I, as a good friend, can help you resolve your problems.“ She assured as she let go her grip on the blue peagsus.

“Uh, what are you talking about?” Rainbow asked while confused.

“Oh, Rainbow Dash, you don't have to hide your feelings from me!” She continued as she got into her face with her front hooves on her cheeks. “I can tell you two must've had a terrible fight.”

“Hey what’s going on? What’s happening to all of the fun smashing and trashing?” Bunga called out from the nearby trench.

“Bunga?” Twilight was surprised to hear his voice as she ran over to the trench where the others are. “Fuli, Applejack, What’s going on?”

“Oh hey, Twilight!” He greeted with a wave. “We were just watching Rainbow Dash destroy the old barn.”

“But why?”

“Because she asked me to. Right, Applejack?” Rainbow replied while turning to the farm pony.

“Yes, ma’am. I wanted to put up a new barn, but this one's gotta come down first.” Applejack confirmed.

“And we’re here to help and watch.” Fuli added.

“But why, Fuli?” Twilight asked trying to understand what she is seeing. “You hate getting dirty and you usually don’t spend time with Bunga. No offense.” She quickly added to the honey badger’s direction.

“None taken.”

“Normally, that’s true.” She replied still smiling why turning to Bunga. “But we found something in common together. And helping wreck this old farm is one of them as well as watching them crumble.”

“You said it!” Bunga agreed. “So un-Bunga-veilable!”

“Yes, ma'am.” Applejack chuckled before turning to the Pegasus readjusting her safety glasses. “Now get back to it, R.D.”

“You got it, boss!”

She immediately flew up high in the sky to finish the job.

“I'd take cover if I were you.” The farm pony warned her as she, Fuli, and Bunga take cover with Twilight quickly following suit upon seeing what Rainbow is about to do.

With one mighty yell she charges down full throttle as she destroys the barn into a million pieces while leaving behind a rainbow mushroom cloud in her wake while covering the four in rubble from the impact of the explosion leaving them all covered in dirt. Well expect for Scar who effortlessly managed to put up a green force field with one paw while watching from an unnoticeable distance.

“Yeah, man!” Bunga cheered as he and Applejack rush over to prepare for the next part of their job with Twilight and Fuli both emerging from the dirt and rubble with the former’s mane now a little messy from the impact as she just sighs and walks off seeing that everything is fine since for once Applejack and Rainbow Dash are getting along.

“You okay, Twilight?” Fuli asked as she took note of her disappointment.

“Yes, everything’s fine.” She responded as she still walked off not even making eye contact with her to which puzzled the cheetah upon seeing this.

“I better go talk to Kion about this.” She said to herself before running off to do so as Scar continues his monitoring of the troubled unicorn.


At that point it is now early afternoon with Twilight’s mane still messy as she is started to get a little unhinged from worry as she is running out of time as she makes her way over to Fluttershy’s cottage.

“I can't believe I wasted all that time. I should have just come here first. Fluttershy always has some fear she's trying to get over. As a good friend, I'll be able to help her.”

By the time she got there and arrived at her backyard she saw Fluttershy facing a bear that is roaring right in her face to which she quickly flies underneath before quickly tackling him to the ground while pulling on his back leg as the bear growled in pain.

“Fluttershy?” Twilight questioned in surprise seeing this as the bear cried in pain while dropping her jaws in shock that she is this brave fighting a bear and even twisting his neck.

“I know it’s impressive isn’t it.” Beshte replied to the unicorn as he came outside from the Pegasus's home. “Who would have known that a pony like her can give a very mean message that actually works.”

He then walked over to the two just as Fluttershy flew down to the bear’s eye level as he was now feeling completely relaxed.

“How can this be happening?” Twilight wondered out loud now very baffled with everything that's happening around her. “Of all the days she had to stop being such a scaredy-pony, she had to pick today?! What am I going to do?!” She then walked off seeing that she isn’t getting anything out of this.

“You really should have come to me sooner. You were carrying so much tension in that shoulder.” Fluttershy said to the bear who growls as he feels so much better from that massage.

“You never disappoint when it comes to animals.” Beshte complimented as the peagsus slightly blushed. “I’m glad you managed to catch that Twilight…” He added as he turned back only to see the unicorn already left. “Twilight? Where did you go?” He wondered as he looked around while Fluttershy looks confused.

“Twilight? Where?”

“She was here a second ago.” He honestly replied while wondering why she had to leave in a sudden.

“No worries, we can talk to her and explain all about it to her at our picnic later today.” Fluttershy didn’t make too much of a big deal over it.

“You’re right.” Beshte then let it slide feeling certain it wasn’t something major she had to see them for.

Although, little do they realize of how wrong they truly are as the unicorn retreats to a bench in the park as Scar follows her.

“Well, that was certainly impressive.” Scar commented to himself with what he saw back at the cottage. “And how interesting of how everything is going so perfect for today. Perfectly for me.” He said as he teleports away while pleased that everyone’s perfect day is working against Twilight when she needed some trouble brewing the most as she gets all curled up on the bench while patting her messy tail and trying to keep herself together.


“It's fine. It'll all be fine. The day isn't over yet. But it will be over soon!” She still pressed to assure herself until she looked up at the sun as it starts to get into the middle of the afternoon before groaning in frustration while crying tears into the nearby puddle of water. “It'll be all over! My time in Ponyville! My advanced studies! No no. You're a good student. You can do this. “

“Ooh! But what if I can't?” Twilight’s voice spoke to her on its own accord.

“You can! You just have to keep it together. Keep. It. Together!” Twilight shouted back at her despairing reflection while sporting a maniacal smile.

Spike with the box of cupcakes for the picnic in tow arrived just in time to witness this little episode.

“Are you talking to... yourself?” Spike asked in concern before waving a claw in her face. “Twilight?”

Twilight didn’t respond as she saw a trio of fillies playing jump rope nearby laughing at her along with Scar himself evilly smirking at her from behind to which sparked surprise in Twilight’s eyes until Spike appeared over the distressed unicorn.

“Snap out of it!” He shouted at her which caused her to shake her head with her eyes closed for the moment.

“Huh?” She questioned just as what she saw quickly disappeared in a flash.

“Are you okay?” Spike asked with his tone softened up as they turned to the direction of the laughing fillies having fun together while playing jump-rope which is not directed at anybody.

“Twilight, I'm really worried.” Spike then calmly said to her just as Twilight was trying to make sure she wasn’t seeing things while rubbing her eyes. “I mean this letter thing is really getting to you. Here.” He then presented her the box of cupcakes. “You've been so anxious all day that you completely forgot about the picnic. Why don't you just relax and go hang out with—“

“The picnic! I should go see my friends!” Twilight immediately replied with a crazed smile as she magically takes control of the box of treats before running off with a new shine of hope she can turn to.

“I'm glad you've come to your senses.” Spike then said pleased before seeing that the unicorn isn’t feeling any better before running back over to the library just in case his thoughts are true to form.

As Spike left, the fillies then stopped jumping rope as the trio’s innocent smiles turn into mean and devious smiles as they transform back into Scar as he cancels his spell that had him appear and talking to her from the reflection and posing as the kids laughing at her just as the reflection turned into Scar’s himself evilly smirking.

“So am I.” Scar said with a satisfied tone of voice as slowly and stealthily makes his way over to where the Guard is having the picnic together.


As Applejack placed down the red and white checkered table cloth, Rainbow Dash put on sunglasses and sunscreen, as Pinkie brings forward her basket and small table cloth which revealed balloons from inside which air lifted the basket away. To which Bunga laughed at the sight just as Pinkie smiled as she was laughing inside her mind while Beshte silently giggled finding it funny much to Fluttershy’s confusion.

“Please tell me I did not forget the plates.” Rarity worried to herself as she searched through her picnic basket. ”I did. I totally forgot them. Of all the worst things that could happen, this is THE. WORST. POSSIBLE. THING!” She then stated as she dramatically cried onto her red velvet fainting couch that she had just pulled out. “Why, why, why... Uh...” She then sees everyone is eyeing her for her outburst. “What? You didn't expect me to lay on the grass, did you?” She then said in slight defense.

“Seriously?” Kyoga remarked while shaking her head.

“Why yes really.” She continued while showing her white fur coat to the lioness. “I just can’t bear to get my fur coat dirty. I mean I just had it cleaned up.”

“If I hadn’t seen that compared to Pinkie just bringing a basket that ends up flying away. I probably deem you the craziest pony I have met.” Kyoga then said with a deadpan expression as she points to the plates she in fact already did bring over.

“Oh, lighten up.” Applejack insisted as she got the cloth setting all fixed up. “That may be there so but she’s still completely fine in the head just like all of us here.”

Just then, Kion, Fuli, and Ono all arrive on the scene.

“Girls!” Kion called out to everyone as they run over to them.

“What’s up Kion?” Bunga happily returned while ignoring the worried look on her friend’s faces.

“What’s going on?” Beshte asked as he saw that the others are looking concerned.

“Have any of you seen Twilight?” Fuli asked.

“Not since this morning.” Rarity honestly replied. “Why do you ask, darling?”

“Well from what she and Ono have been just telling me is that Twilight was looking very troubled throughout today.” Kion answered.

“Trouble what kind of trouble?” Fluttershy asked just as the mare herself arrived with the cupcakes in tow appearing over Rainbow’s face as she was resting on her back with another creepy smile as she looks cracked in the head from stress to which surprised everyone upon seeing.

“Hevi Kabisa!” Kion quietly remarked upon seeing her like this.

“This doesn’t look good.” Fuli also noted as she whispered to Kion.

“You’re right about that.” He whispered back as Applejack popped the question to Twilight.

“You alright, hun?”

“No! I am not alright.” She shouted back to which startled the group. “It's just terrible.”

“Yes?” Everyone all questioned together.

“Simply awful.” She added.

“Yes?!” They all questioned as they leaned in to hear more.

“It's the most horrific trouble I've ever been in and I really really really need your help!”

“YES?!”

“My letter to Princess Celestia is almost overdue, and I haven't learned anything about friendship!”

The girls minus Kyoga all release relieved sighs upon hearing this while Kyoga and everyone else were all lost for words as they were unsure of how to respond to that.

“Oh, thank goodness. I thought something really awful had happened.” Fluttershy commented now relaxed as Twilight didn’t take that response very well as she gave a shocked gasp in response to them seemingly blowing her concerns to the sky as she randomly teleported to the others from Rainbow as her shades flew away as a result, to Rarity as she ended up spitting her tea, to Applejack with hooves on her arms.

“Something awful has happened! If I don't turn in the letter on time, I'll be tardy! TARDY!”

The girls minus Fuli and Kyoga all still giggle as Twilight’s anger increased as her cheeks turned red to match as this insensitive response was really steaming her.

“No offense, sugarcube, but it looks like somepony's gettin' themselves all worked up over nothin'.” Applejack replied as she pushed the unicorn’s hooves away.

“This is not nothing.” She insisted it’s serious business. “This is everything. I need you guys to help me find somepony with a problem I can fix before sundown! My whole life depends on it!” She then screamed in Pinkie’s face.

“Oh, Twilight, you're such a crack-up!” Pinkie responded as she rolled onto her back while laughing.

“Come on now. Have a seat and stop sweatin' the small stuff.” Applejack insisted just as the unicorn just angrily groans in frustration and again before teleporting away and leaving the scene.

“Wow. I've never seen Twilight so upset before.” Fluttershy commented to Applejack.

“Oh, what a drama queen.” Rarity agreed as she laid on her couch. “Mm. Relatively speaking...” She quickly added as they found it hypocritical and ironic coming from her.

“Says the pony on a couch to faint on every time she forgets where her measuring tape is.” Kyoga deadpan remarked before focusing back on the main subject. “And as over-reacting she may have been you all did little to help her with what you all said to her just now.” She then scolded.

“What did we do?!” Rainbow questioned not comprehending of how insensitive she was back there.

“Well let’s see…” She then said as she drew out digits on her claws as she sat down. “…Twilight explained to you all of her problem…She is incredibly stressed and losing her mind over it…you all laughed and dismissed her concerns…she angrily teleports away in a huff…you tell me.”

“But she was getting worked up over nothing. Right?” Applejack insisted her stance as she turns to the Lion Guard for backup who all silently don’t feel the same way.

“Maybe so.” Fuli didn’t even deny that. “But it didn’t change of how she was practically begging for help and was really starting to panic back there. I mean did you not notice the disheveled mane and the crazed look and creepy smile on her face?”

“Uh…” Was all the girls could say as they all overlooked it in favor of laughing at her to which Fuli could only stare at them in disappointment as Kion speaks up.

“We’ll deal with them later.” He said to her before turning to the rest of the Guard of what must be done. “We gotta go find her before she breaks a hoof out there because friends are always there for her when they need her.”

“Absolutely.

"So True."

“Affirmative.”

“You said it.”

The other Guard members agreed as they all set out to find her who is currently back at her library on the verge of completely losing it now as the sun starts to set with the early evening peaking.


“Clock is ticking, Twilight. Clock. Is. Ticking.” She said to herself with still sporting crazed smiles throughout the scene. “Keep it together. If I can't find a friendship problem... I'll make a friendship problem!” She then resolved as she pulled something out from her toy chest while stroking her messy mane as Scar smirks from watching the scene from the window undetected.

Once she has what she needs she heads back on over to the park while giggling rather insanely with another creepy smile as she pops her head out from a bush with a bird’s nest popping up from the branch the bird was on as she peeks towards the Cutie Mark Crusaders who are all playing ball together with the kids who are fans of the Guard.

Coincidentally, the Lion Guard were swinging by to see if she came across here.

“Hey, girls!” Kion greeted the trio.

“Hey, Kion!” Apple Bloom happily returned as she nuzzled the young lion cub.

“Hello, again Sweetie Belle.” Ono greeted the little unicorn.

“Hello, again Ono.” Sweetie returned as Scootaloo ran up to the cheetah.

“Fuli!”

“Scootaloo!”

The two shared a fist bump together as the filly really admires her since like Rainbow Dash she too has super speed and they are best buds.

“Hi there!” Beshte greeted their fan club.

“Hi, Beshte!” Mtoto happily greeted. “What’s going on?”

“Not much.” He replied. “We were just all looking for Twilight.”

“Why?” The little ostrich friend asked.

“Is something wrong?” The little zebra friend also wondered as they worry what’s if something happened to her just as the ball expanded until it popped revealing Twilight herself with a rather insane looking appearance which took everyone by surprise seeing her like this as she is really off her rocker.

“Hi, girls!” She greeted as her left ear twitched.

“Uh oh.” Kion said to himself along with the others.

“This isn’t good.” Fuli noted upon seeing the increased insanity going through their unicorn friend's mind.

“Oh, hi, Twilight.” Apple Bloom greeted with a frightened smile. “How's it go—“

“Gr-eat. Just great.” She answered mid-sentence as she approached them to which they all kept their safe distance from her as her eye still twitched with a drop of sweat falling from her forehead. “You eight all look like you're doing great too! Looks like eight good friends who obviously don't need the help of another good friend.”

Fuli quickly intercepted her as she quickly got in front of her to stop her from further intimidating them.

“Easy Twilight…” Fuli urged her to stop with his paws on her shoulders as she looked at her in the heavily bagged eyes as her ears twitched again. “…You’re scaring them.”

“Don’t worry. I’m not going to hurt them.” She replied as she levitated the cheetah aside and presented the kids a ragged doll. “This is Smarty Pants. She was mine when I was your age, and now I want to give her to you!”

The kids all looked at the doll as they all had confused expressions mixed with slight fear of the insane unicorn and finding the doll a little unappealing to them.

“Uhh... she's... great.”

“Yeah. Great.”

“I really... like her... mane.”

The Cutie Mark Crusaders all replied rather nervously.

“She even comes with her own notebook and quill, for when you want to pretend she's doing her homework!” She continued as she presented them said quill and notebook while twitching her head to the side.

“That's... um... great.”

“Yeah... great.”

“I really like her... mane?”

Mtoto, Gumba, and Shaku all forcibly complimented.

“I just hope the fact that there are three of you and only one of her doesn't become a problem! I'd hate to cause a rift between such good friends.” She then said while smiling manically aside as Scootaloo gestures to the kids with a hoof waving around her head to indicate that she is bonkers with Gumba and Shakku snickering as Ono quickly glared at them to knock it off and get them to see that this isn’t funny.

“So, who wants to play with her first?” She asked and pressed of them as she levitated the doll over to them.

“Uh... You should play with her first, Sweetie Belle.” Apple Bloom said to the little unicorn before fleeing not wanting to play with her yet unable to say no to Twilight. “Y'know, 'cause you like her mane so much.”

“Nonononononono. I think Scootaloo should get to play with her first.” She insisted to the Pegasus as she too fled.

“I'd love to, but, um, you take her, Kwato.” Scootaloo replied while attempting to shove her towards it.

“Um, no thanks.” She politely declined before turning the ostrich. “Kambuni should. She would love playing with dolls.”

“Not this doll.” She said to the contrary as she shoved the boys as the girls tried to shoved one of them into playing with it just to appease Twilight.

“Hey come on, don’t drag me into this.” Gumba protested. “I don’t want it!”

“Well neither do I!” Shauku exclaimed as Mtoto decided it was best to just back away from this.

“Applejack says it's important to share.” Apple Bloom argued as Kion moved in front of Twilight who is still in her mid-crazed panic upon seeing that her initial plan is failing.

“Twilight, please, stop!” He urged her to get a grip before she’ll do something she’ll regret. “I know you are stressing over this letter of yours but this isn’t the answer for it.”

“Yeah, and if matters so much to you we’ll make the problem ourselves.” Bunga happily offered as he went over to jump in the struggle until Beshte stopped him with his voice.

“Or we could just explain to the princess that you just need a little more time. I’m sure she’ll understand that.” Beshte also advised the unicorn as it fell on deaf ears as her insane and evil looking grin reappeared.

“Oh, that wouldn’t be a problem because I already know how to get this to work.” She said as she thought of sinister idea in her head as she addressed the fighting and resisting group of children trying to avoid playing with it. “Ooh, you're going to like Smarty Pants. And you're going to like her more than anything.”

She then casted a spell on it with hearts popping out of her horn and onto the doll to which got the kid’s attention as they all looked at the doll with a completely different approach towards it.

“I want it.” Scootaloo said with matching hearts in her eyes.

“I need it.” Apple Bloom said with the same eyes.

“I really like her mane!” Sweetie Belle also said with the same eyes as the three all got into a fist fight together with the Pride Landers expect for Mtoto who covered his eyes with his ears as they all fight for the doll together.

“Hevi Kabisa! What did you do Twilight?!” Kion asked in shock at the fact she actually used her magic to start up a fight.

“The 'want it, need it' spell. Works every time.” She said very pleased with herself while ignoring the shocked reactions from her friends. “Okay, okay, let's break it up. I think we can all see that there is an important lesson to be learned here about…” She then said to the kids trying to peace-maker now yet finds herself knocked aside by the tough crowd. “C'mon, girls, we're all friends here, right? Don't you think you ought to share?” She urged them to stop and even jumped into the forming dust cloud to break it up to no avail as she thrown away just in front of Big Macintosh.

“So much for a quick problem and fix.” Fuli snarked under her breath as Twilight turned to the nearby red stallion for assistance.

“Big Macintosh! Thank goodness! You've gotta help me get that doll away from those girls!”

“Eeyup.” He calmly replied as he walked over and just pulled it away from them as the eight continue to argue and fight each other.

“Oh, thank you so much.” Twilight thankfully expressed her relief.

“Okay, little ones. Let’s break it up.” Bunga said as he stepped forward to do so as Twilight tried to take back her doll.

“Now if you could just give her to me?”

“Nnnope.” He replied as hearts appeared in his eyes as he too was drawn into the spell as he refused to let go of it and ran off.

“Oh no!” She expressed as she realized that her little scheme is going terribly wrong as the kids all give the stallion a chase while trampling Bunga.

“Ow! Ooo! Ouch!”

“Give her back!“

“Don't touch it!”

“It's mine!”

“I want it!”

“I found it first!”

“No I did!”

“Why you little…”

The kids all screamed which caught the attention of the town mayor who was about to sit on her lounge chair.

“What's all the commotion about?” She asked.

“They're fighting over that doll!” A Pegasus with peach shade of orange fur and pinkish-purple mane and tail answered as she too is drawn to the spell.

“That incredible, amazing doll!” A pony with a dark blue mane and pink mane exclaimed as she along with many ponies in Ponyville and Pride Landers nearby joining in on the fight for the doll as Twilight dives in to try to use her magic to get it away from everyone.

“Can't... get... a clear shot!” Twilight struggled with the massive crowd as others keep blocking her shot as the mayor obtains the doll with her teeth with Thurston quickly body-slamming her out of the way so he can obtain it.

“Not anymore!”

“Gimme!”

The two argued as the latter along with Big Macintosh pursue him after plowing through the dog-piled mob.

“Oh, what have I done?!” Twilight said to herself as the situation is really spiraling out of control.

“Well…” Kyoga began to bluntly answer until being cut off by the leader of the Lion Guard.

“Kyoga!” He sternly frowned against saying it. “Now is not the time for that."

Meanwhile back at the Mane Five’s picnic sighting as they all relax hoping the Lion Guard will return with Twilight so they can talk to her when they hear the commotion.

“Y'all hear that?” She asked as they all run right past them. “What in the name of all things oats 'n apples is goin' on here?!”

“Don't look at it!” Twilight quickly appeared and covered Rainbow’s eyes.

“Don't look at what?” Rarity asked.

“My Smarty Pants doll! I enchanted her and now everypony is fighting over her!” She explained to everyone.

“Why would you enchant your doll?” Fluttershy asked as Twilight explains her desperate motive as she laid on the ground while covering her head.

“Oh, I had to do something! I had nothing to report to Princess Celestia! I thought if I couldn't find a problem, I'd make a problem! The day is almost over!”

“Not almost!” Applejack pointed to the sun which is now setting as the nighttime sky starts to settle thus rendering Twilight’s actions in triggering the whole thing all for nothing to which she lowered her head down to the ground in shameful despair at her failure.

“Twilight Sparkle!” Princess Celestia’s voice called out as everyone all turned their heads up at the sight of the alicorn princess furiously glaring down at her student.

“Hapana!”

“Hevi Kabisa!”

“Whoa nelly.”

Kion and Ono both expressed along with the farm pony taking her hat off for the moment as everyone looks on with sudden shock at seeing the upset princess as she works her magic in undoing Twilight’s spell and once everyone all snapped out of it they all gathered and looked upon the doll they were all hypnotized into fighting over.

“Well this is embarrassing even for me.” Thurston awkwardly spoke as the mayor blushed in embarrassment while everyone walks away acting as casual as possible as they all try to pretend that scene never happened.

Big Macintosh after looking around to make sure nobody was around before securing the doll with his teeth before happily running off as he actually loved the doll.

At that moment, Princess Celestia after performing her magic then flew down in front of her student who still has her head lowered in shame as everyone all share worried looks in stunned silence as the alicorn sternly gazes upon her groveling pupil as they all have never seen her get this angry before not counting when Discord briefly returned.

“Meet me in the library.” She boldly ordered her before flying on over there.

Twilight stands up as she prepares to do so with no way around it.

“Goodbye, girls.” Twilight said in a depressed and defeated tone. “If you care to visit, I'll be in magic kindergarten, back in Canterlot. And as for you guys…” She then said to the Lion Guard as she struggled to keep herself from crying as voice waivered. “…I’m sorry for putting you all through that.”

Twilight then slowly walked over to the Golden Oaks Library where her punishment awaits her as Kion looks on feeling really bad for her right now.

“Twilight…” He could only whisper after her direction with his voice nearly starting to crack in sadness as well.

“Magic kindergarten?”

“Canterlot?”

Fluttershy and Rarity both questioned.

“We're never gonna see Twilight again!” Pinkie exclaimed as she face-hoofed in guilt.

“Uh, what are we gonna do, y'all?” Applejack asked everyone as she comforted Pinkie.

“Of all the worst things that could happen, this is THE. WORST. POSSIBLE. THING!” She dramatically cried out as everyone looks at her with befuddled expressions. “What? I really mean it this time!” She said in her defense.

“Only one thing we can do!” Kion stated as he looked at the girls before running on towards the library. “We gotta go over there and convince her not to send her way. I’ll take full responsibility for all of this.”

“WHAT?!” The girls exclaimed at his noble gesture as they run up beside him as he sets out to do so.

“WHAT?!” The Lion Guard also shouted just as surprised.

“You don’t have to do that, Kion?” Applejack insisted otherwise.

“Yeah, we were the ones who drove her off the deep end. You and the others did try to do something about it.” Rainbow agreed and argued as Kion still focused solely in the library’s direction while ignoring Rainbow flying right beside him.

“Yeah, it’s not your fault!” Pinkie added.

“Maybe not, but she is my best friend and as leader, looking after her and stepping up when something goes wrong is also my responsibility.” Kion said without batting a glance at the others as they all see that Kion is not backing off from this even though this means risking punishment as well.

“Kion is right.” Kyoga vouched for them. “Even though I didn’t have anything to do with this, I’m sticking by her side no matter what.”

As they all approach the library, Kion smiles of how Kyoga is setting an example for the team as they all arrive at the library.

“Me too.” Rainbow agreed as she flew ahead towards the entrance in plain sight.


Inside the library where Twilight is meeting with the princess who is still groveling before her as she explains why she caused that mess in the first place while Spike watches in secret from the nearby corner while feeling to blame for this as well as he did not expect the princess to show up and give her a stern talking to for whatever she did back at the park.

“But...but... I'm supposed to send you a letter about friendship every week. I missed the deadline. I'm a bad student! I'm... tardy!” She still lowered her head ashamed of herself for both that and the park incident that her mentor had to clean up herself as she looked down at her sympathetically having calmed down by the time Twilight arrived.

“You are a wonderful student, Twilight. I don't have to get a letter every week to know that.” Celestia said to her what she needed to hear instead of letting her have it.

“Really?” She asked as she looked up in surprise at that statement just as her friends all burst inside the room.

“Wait!” Rainbow shouted with a raised hoof in protest.

“You can't punish her!” Pinkie cried out.

“It wasn't her fault!” Applejack added.

“I'm listening.” The princess said with listening ears.

“Please, your Highness. We all saw that Twilight was upset...” Fluttershy began as she approached her with lowered ears.

“…But we thought that the thing she was worrying about wasn't worth worrying about.” Rainbow added with lowered ears of regret as Pinkie rubbed her head on Twilight filled with remorse for blowing her off.

“So when she ran off all worked up, only the Lion Guard ran off and tried to check up on her.” Applejack added as Kion steps forward on behalf of everyone while standing by Twilight’s side as promised.

“As Twilight's good friends, we should have taken her feelings seriously and been there for her!” Rarity added.

“Please don't take her away from us just because we were too insensitive to help her.” Fluttershy pleaded.

“And if anyone should be punished it is me for failing to prevent all of this from happening.” Kion said as he bravely stepped forward to the princess. “I’ll accept whatever you see is fit.”

Princess Celestia takes a moment to process all of this before speaking her mind and approach to this.

“Looks like you all learned a pretty valuable lesson today.” Celestia replied with a warm smile as the girls all nodded together before turning to Kion who is standing in her pupil’s defense. “And while I commend you for stepping up and willing to take the fall for your best friend that wouldn’t be necessary.”

“Why not?” Kion returned with a raised eyebrow wondering why as she leaps over everyone.

“Because I'll forget Twilight's "punishment" on one condition.” She replied as the girls cheers until Kyoga silenced them as she speaks up.

“Girls. There’s a catch.” She reminded them. “My apologies, your highness.” She quickly bowed with an apologetic look.

“That’s quite all right.” She didn’t mind at all before continuing. “From this day forth, I would like you all to report to me your findings on the magic of friendship when, and only when, you happen to discover them.” She then added as she leaned down to Twilight’s eye level so she can personally relieve her student of her self-imposed burden as everyone all cheers with great pleasure as everyone all worked out in the end.

Before Princess Celestia could fly away just as she approached the balcony, Twilight ran after her for one last word with a question on her mind as Kion follows after her.

“Princess Celestia, wait! How did you know I was in trouble?”

“Your friend Spike made me aware that you were letting your fears get the best of you.” She answered as the baby dragon taking a peak quickly ducked out of sight as he still feels he is in trouble for meddling in her personal business and nearly getting her adoptive mother in trouble until Kion quickly placed a hoof to stop from running away while giving him an assuring smile to let him know that it’s okay and that he did what he had to do as everyone appears behind Twilight. “I commend him for taking your feelings seriously. Now, if you will all excuse me, I must return to Canterlot. I'm expecting some mail.”

Princess Celestia then flew away towards the moon before quickly teleporting away with a golden flash of magic.

“Well what you are waiting for?” Fuli encouragingly asked. “You heard the Princess.”

“Spike, take a letter.” Applejack added to the little dragon with his claws behind his back as he has a quill and scroll of parchment paper ready to use just as Twilight hugs him with a very thankful smile to let him know that she indeed is very grateful for helping her.

“Thank you.” She lovingly said to him as he returned the embrace before they all got together in a big circle as they all prepare their first group letter together as Applejack started as she took off her hat for the moment with Rarity getting her own personal pillow to rest her hooves on.

“Dear Princess Celestia,

We're writin' to you because today we all learned a little somethin' about friendship.”

“We learned that you should take your friends' worries seriously.” Fluttershy then said taking her turn in speaking.

“Always no matter what your friend is worrying about.” Fuli then added with a teasing grin at the girls who all stifle a group chuckle out of that comment.

“Even if you don't think that she has anything to worry about.” Rainbow continued.

“Especially when one small thing can make a difference no matter what…” Ono added Rarity took her turn in speaking.

“And that you shouldn't let your worries turn a small problem...” Rarity said as Pinkie and Bunga took their turns.

“...into an enormously huge entire-town-in-total-chaos problem…” Pinkie started.

“One where the Princess-has-to-come-and-save-the-day problem.” Bunga finished.

“And that true friends are always there for you.” Kyoga added.

“No matter what.” Beshte added in agreement.

“Who will always have her back no matter what." Kion finished as Applejack finishes with everyone’s signature as she put her hat back on.

“Signed, your loyal subjects."

“P.S. Obviously Spike did not have to learn a lesson, because he is the best, most awesome friend a pony could ask for. Unlike everypony else, he took things seriously, and- Eheh...” Spike then added and bragged as Twilight glared at him and shook her head disapprovingly of him for trying to be smug about it with everyone else following suit. “…uh... yeah... I'll just, um...” He nervously chuckled as he crossed it out to which everyone all laughed together while Kyoga just smirks while shaking her head while still finding it pretty amusing as the disgruntled dragon just snorted in a small huff even though he was trying to be overly prideful.

Outside of the tree-house and buried deep in the tree branches was Scar chuckling at the sight as well as he popped his head to get a good look at the laughing group of heroes before teleporting away to outside of Ponyville just at the entrance of the Everfree Forest.

“Such a very valuable lesson indeed.” He remarked at what had transpired during the day as displayed images of Twilight really losing it and going psycho.

“And all it takes is planting the right words in her mind.” He then recalled pretending to be Twilight’s conscience at the time when she was losing her mind.

“And it sure led to quite a show today to which she performed well at. All thanks to her so-called “friends.” dismissing her concerns when she needed their help the most.” He added while speaking friends with disdain. “Surely it goes to show of what you can do with the proper motivation.” He then pondered. “Now it’s just a matter of figuring out of how to use that to my advantage to tear that bond apart.“

He then pulled an image of Kion using the Roar of the Elders from when he helped defeat Nightmare Moon and later Discord.

“In the meantime, I will now see what the young leader of Lion Guard does while wracked with doubt because now it your turn, Kion. And I do hope you are ready to show me what you can really do with the Roar.” He then added as he viciously grinned at the image of the lion cub ready to test him in light of what happened earlier from that crazy afternoon.