The Pony Guard (Season 3)

by MXCDarkHorse2020


Episode 17: Keep Calm and Flutter On

Episode 17:

Keep Calm and Flutter On

On another beautiful day in Ponyville, Spike along with the Lion and Pony Guard minus Applejack, Fluttershy, Ono, and Beshte all waiting around expecting both Princess Celestia and King Simba to meet with them in the meadows outside of Ponyville. They both have something important to discuss with them to which none of them not even Twilight knows what it is. But whatever it is they’ll explain when they get here.

“I love it when Princess Celestia and King Simba comes to Ponyville!” Bunga commented in excitement along with Pinkie.

“I know!” Pinkie expressed in a similar manner. “I even got my hooves shined just like Rarity for the occasion.” She then presented her shiny hoof to the pony spraying herself with perfume to which both Rainbow and Fuli both turned away due to not liking the smell of it. “Ya like?”

“I certainly do!” Rarity approved of while getting a good look at herself from the shiny reflection it produced.

“Speaking of the king and princess, what’s taking them?” Kyoga asked Twilight and Kion with the latter pacing around and the former deep in thought with a hoof on her chin.

“I don’t know.”

“Honestly, I'm surprised they're not here yet.”

The two leaders expressed while facing each other.

“I wonder what's taking so long?” Spike asked with an annoyed sigh finding it unlike of them to be running late with nothing to expect from them other than meeting here.

“And where are Applejack and Fluttershy?” Twilight asked.

“Along with Ono and Beshte?” Kion added.

“Fluttershy and Beshte are detained helping Applejack and Ono with a mishap at Sweet Apple Acres. They'll be along.” Rarity answered while still gazing upon herself upon the reflection from Pinkie’s shiny hoof along with Bunga seeing himself flex his muscles.

“But, I still don't get why the Princess would be so late.” Spike couldn’t help but wonder.

“Yeah, it’s not like them but whatever it is, it must be important.” Kyoga deduced.

“She's bringing an important visitor. That could be part of it.” Twilight brought up just when Rainbow flies over to complain to her.

“They did say that.” Kion remembered them saying that.

“A visitor who's important and slow.” Rainbow irritably voiced her annoyance of being kept waiting.

“Like a turtle?” Fuli guessed while voicing she is not fan of someone in the slow lane.

“Maybe it's somepony or some Pride Lander so terribly important, they still had many more terribly important things to do before they got here.” Rarity suggested.

Spike turned around and then gasped in fright. “Maybe the visitor has a deer antler, a goat leg, a bat wing, and a snake tail!” He exclaimed while tugging onto Twilight’s tail.

“Yeah, right. That's Discord.” Twilight replied with a smirk finding it a joke along with Rarity who smirked along with Fuli.

“Discord?” Fuli scoffed amusingly. “That would be a laugh if they did.”

“Why in the wide, wide world of Equestria would Princess Celestia bring along someone like that?” Rarity asked.

“M-m-maybe you should ask... her!” Spike told them just when they both arrive on separate chariots each pulled by four Pegasus guard ponies with a third chariot of four more guard ponies carrying the very statue of Discord himself appearing exactly in the same frightened and panicked pose when the Guard defeated him.

“Huh?” What?!” Fuli exclaimed upon seeing his petrified body while the others look on with widen eyes of shock. “I was kidding?”

When both Princess Celestia and King Simba both got off of their chariots, both Twilight and Kion were the first to approach them with the former being the first to question this more directed at the alicorn princess since it was pretty much her idea.

“With all due respect, Princess Celestia…” Twilight calmly began before shouting off the top of her lungs to the point she can be heard echoing across Ponyville. “How could you bring Discord here?!” She then cleared her throat to recompose herself and then politely added. “Your majesty.”

“Yeah, what is he doing here?” Kion asked rather puzzled that she would bring one of their most dangerous foes to date to them to which the white alicorn calmly took it in before explaining why.

“Yes, I know what you’re all thinking and I'm fully aware that the last time Discord was here, he created serious havoc.” She began to everyone.

“If by "serious havoc" you mean "turning Ponyville into the chaos capital of the world"...” Rainbow brought up.

“…and slamming me aside hard into the ground…” Fuli added.

“…and tricking us all into being the opposite of our true selves...” Rarity also added.

“…and tricking me into thinking I saw Scar and losing my self-confidence…” Kion included.

“And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight! Not a single dollop!” Pinkie further complained rather unnecessarily to which Kyoga and Fuli rolled their eyes in annoyance to that compliant.

“I know right!” Bunga agreed while still frowning at the frozen state of their enemy. "Why is he back?”

“Yes, I understand.” She calmly replied. “But I have use for Discord's magic if it can be reformed to serve good instead of evil. This is why I've brought Discord here, because I believe that you are the ponies who can help him do just that.”

“What?” Kion asked rather baffled by what she had just said.

“Reform Discord?” Fuli added rather incredulous.

“This will never work!” Spike exclaimed frantically. “This is a disaster! How will we ever control him?! We're doomed!”

“Need I remind you that you are the ponies who turned him back into stone like this in the first place?” Princess Celestia pointed out.

“Along with two lions who both have the Roar and magic that helped them out big time.” Simba added with a confident expression towards them.

“That’s true.” Kyoga accepted.

“Yeah.” Kion reluctantly acknowledged while Twilight after giving it much thought then sees this as an opportunity to utilize going forward.

“I suppose we can just use the Elements of Harmony against him again if it gets out of hand.” Twilight added in the same tone to the Leader of the Lion Guard who turned to his father for his say in the matter.

“And you agree with this, Dad?” The prince asked.

“Honestly I didn’t at first…” Simba calmly began to assure his son. “…but then after listening to her explanation, I decided it was worth giving a chance because if it works then it will mean one more powerful ally to have on our side for the next time Scar strikes again.”

“Well, yes, I get it but…why?” Kion again asked still flabbergasted with his approval of this.

“Aside from it being a necessity to protect both Equestria and the Pride Lands, it is also because I feel that Discord has the same desire deep down that Makuu wants when he came to the Savannah Summit. A second chance.” Simba explained to which Kion softened a bit upon remembering the young crocodile proving that he really is a changed croc after some maturing when they last saw him.

“Uh, w-w-we probably need a volunteer to run away from here right away to get them. I'll do it!” Spike volunteered so he can have an excuse to flee.

“No need, Spike.” Celestia stopped him with her still gentle voice while gesturing to two guards placing down the chest containing said elements. “I have them right here, and I've cast a spell so Discord can't take them and hide them again.“ She then looked around looking for the rest of the Guard still not here yet. “Now where is Fluttershy along with Beshte? I believe they may know best how to begin reforming Discord.”

“Fluttershy? Beshte? Really?” Rainbow asked why she thinks they are the best solution to this approach.

“Yes, because the Lion Guard’s Strongest is one the most kindest members of the Guard alongside Fluttershy.” Simba explained in response while looking around for them. “Who speaking of which along with Applejack and Ono aren’t here yet.”

“They’ll be here, Dad.” Kion assured. “Just as soon as they are done with their beaver problem back at the farm.”

“What kind of mishap is going on at the farm?” Bunga curiously asked.

“Well…” Kion began.


At Sweet Apple Acres, the mishap going on there is a beaver problem. Apparently, the beavers have set up a dam in the river there which is flooding their orchard. Both Fluttershy and Beshte have been asked to convince them to take it apart before the apple orchards get overwatered and move it somewhere else.

“What's he goin' on about now?” Applejack wanted to know what he is saying while standing in the overflowing stream of water ankle deep while Ono and Fluttershy hover above it.

“Anything good?” Ono also asked in a similar manner.

“Yes, Ono.” Beshte happily replied. ”Mr. Beaverton Beaverteeth has agreed to take his dam apart and move it.”

“Well, it's about time.” Appejack felt satisfied yet frustrated with that he is now finally cooperating. “My apple trees are so waterlogged, I can practically hear 'em gargle!”

“And I believe you.” Beshte replied managing to hear the gargling too.

The beaver then loudly complained to which Fluttershy translated.

“And what’s the catch.” Ono asked expecting he wants something in return.

“But he says first you'll both have to apologize for calling him "a nuisance".” Fluttershy explained to the farm pony and egret.

“What?!”

“Apologize?”

Both Ono and Applejack could not believe what he expects from them.

“He's lucky I didn't call him a varmint!” Applejack commented back.

“Or worse such as that you are a…” Ono added to which the rest of his words were muffled out by the beaver’s loud complaining mouth.

The two got nose to nose with each other along with Applejack until Fluttershy floated over and separated them while gasping at the beaver’s chattering along with Ono’s words that both Applejack and Beshte didn’t quite hear.

“Mr. Beaverton Beaverteeth! Ono! Such language!” She scolded them before turning to Applejack than the former will not settle for anything less.

“Fine, fine.” She relented deciding it was best that she does. “I apologize.”

“Me too.” Ono begrudgingly did so as well with the beaver blowing a raspberry at them to which he and Applejack both growl back at the smug critter while being held back by both Beshte and Fluttershy.

“Take it easy, Ono.” The Lion Guard’s strongest advised when the beaver pulls a twig that caused most of the logs holding up the dam to fall over allowing the water to properly flow through the river and give the trees much needed relief.

“Thanks, Fluttershy, Beshte. Don't know what I would've done without you.” Applejack said with a relieved sigh.

“Yeah, thanks.” Ono added

“Glad I could help.“ Fluttershy happily replied.

“Me too.” Beshte added just when Rainbow suddenly arrives.

“Hey, slackers! Double time it on over to Ponyville, would ya?! We're all waiting on you!” Rainbow impatiently said to them before doubling it back over to where the others are waiting for them.


Back where the others on the hill outside of Ponyville, Princess Celestia and King Simba both explained to Applejack, Fluttershy, Behste, and Ono with what they have told the rest of the guard. The princess has also told Fluttershy and Beshte that they are the ones that would know the best approach in reforming Discord.

“I realize that this is a tall order, but I wouldn't ask if I weren't confident you could get him to use magic obediently of his own free will.” The alicorn princess told them.

“Really?”

“And... you really think I'll know best how to do that?”

Both Beshte and Fluttershy returned with the latter more nervous than the former.

“Yes.” Simba nodded. “Because you two were the only ones that were able to beat Discord’s mind games. Therefore, you both have what it takes to reform him.”

“So do I.” Celestia warmly added while placing a hoof on the Pegasus’s chin with a matching smile to which had the girl looking aside with a blush before the princess made her way back to her carriage.

“Now, we must return to Canterlot for Equestria's royal summit. You may release Discord when ready.”

“Huh?” Kion was surprised seeing they are both quick to leave. “You’re not staying?”

“I wish we could but we feel that Discord might pull some rather mean pranks that I personally do not want to be around to give him that opportunity.” Simba explained. “Mostly because given Celestia’s history with him.”

“Makes sense, I guess.” Kion didn’t argue further since Equestria and the Pride Lands do needs it’s king and princess before letting them go.

“Good luck, my little ponies.” Celestia bid them farewell when her chariot takes off.

“Be safe.” Simba advised when his chariot takes off as well.

“I still can’t believe they actually think this will all work out in the end.” Ono still voices that this is a bad idea.

“I can’t believe we have to deal with him again.” Fuli added in agreement.

“Yes, yes, I know.” Kion acknowledged his friend’s complaints with his eyes tilted upwards not liking it either when Twilight leads her friends to the chest where the elements are held inside. “But it’s the princess and king’s orders and if they think we can do it. Then we can do it too.”

“Well said.” Kyoga nodded in approval.

“Okay, ponies, guess it's time to get started. Let's just hope this releasing spell works combined with your magic and the Roar.” Twilight told everyone while levitating the girl’s elements to them.

“Or... let's not.” Spike nervously suggested while hiding behind Twilight’s tail.

“We could but we won’t.” Twilight said to him to remind him this is what the king and princess want. “Worst case scenario we know how to turn him back to stone.” She added seriously before turning to the others. “We'd best keep our elements on at all times 'til further notice?”

“Check!” The rest of the Mane Six all said together in agreement when Twilight turns to Kion and Kyoga.

“You both ready?” She asked them.

“Ready!” They both said in unison as they both got in ready postion so they can do their part.

Twilight starts off by activating the magical aura on her horn. Once the magic from her horn is shining bright with powerful magic, the magic from the other elements were activated. The six ponies were all lifted into the air when the elemental magic from Twilight’s tiara creates a sparkling rainbow that passes through each other’s elements.

When the Mane Six’s rainbow was in full circle ready to undo the magic that turned Discord inot stone, both Kion and Kyoga locked eyes on the rainbow before the former unleashed the Roar and the latter unleashed her magic when the rainbow magic made its way over to the petrified body of Discord. The combined power of magic proved just as powerful as before and ended up cracking the stone and freeing Discord who released a powerful scream and groan.

“Oh! Ooh! Ooooh!” He moaned in pain while shaking his body around freely. “Well, it's about time somepony and some lions got me out of that prison block. What a relief!” He happily expressed feeling pleased that he is free once more wasting no time turning an innocent squirrel into a muscular wood eater with a snap of his fingers.

Everyone gasped at what Discord had done before Twilight demanded an answer for doing so not even a minute after being freed.

“What do you think you're doing?!”

“Why, stretching, of course.” Discord simply replied trying to act like he is doing nothing wrong. “When you're a creature of chaos, stone bodysuits aren't your typical go-to fashion choice.“ He added while repeating the process with a nearby bunny turning him muscular and buck-toothed who roared ferociously before hopping off.

“Hey!” Bunga exclaimed calling him out for that. “ What’s the idea turning that bunny into a monster?!”

“Make that bunny cute again! Now!” Pinkie demanded.

“Oh...” Discord replied with a snicker ignoring the two’s demands. “He's adorable the way he is.” He added while scratching under his chin. The bunny however did not agree before attempting to chomp his teeth onto his finger to which he quickly retracted before he could get bitten.

Discord crossed his arms in response and returned a raspberry at him before continuing to speak to the Guard shooting glares at him. “You know what else is adorable? You ponies truly believe that you can reform me, and that you're putting your faith in these two here to make it happen.” He said while inspecting the two closely with his magnifying glass before pinching their cheeks while wearing an elderly grandmother outfit and makeup. “Makes me wanna pinch your little horsey and hippo cheeks...”

“How'd you know about that?!” Kion demanded.

“Being turned to stone doesn't keep me from hearing every word Celestia and Simba says, Kion.” He replied while leaning towards the lion cub. “Although I admit it makes rolling my eyes a challenge.” He added while literally pulling out his eyes, rolling them across the ground like dice and then magically appeared with his eyes back on his face.

“I warning you, Discord.” Kion growled threateningly. “Unless you want me to use the Roar on you, you’ll return those animals back the way they were, now!”

“Oh…” Discord mockingly returned. “The Roar. I’m so scared.” He laughed at the thought before waggling a finger at him to warn him against doing so. “Just be careful now. You wouldn’t want to risk becoming like your grand uncle Scar now don’t you?“

“I am not like Scar.” Kion gritted his teeth trying to restrain himself from letting his anger get the better of him.

“Aren’t you?” Discord returned unconvinced before smirking and turning to the scarred unicorn. “Your best friend sure seems to be following in his paw prints.” He snapped his fingers to have Twilight appear sporting a small goatee beard along with a slicked back black mane, green eyes, and reddish-orange colored coat of fur just like the evil lion himself. “Honestly, I think you should be wary of her if you ask me.”

Kion could only growl at him constantly trying to push his buttons and get him all riled up while Twilight still looks on unamused with his antics before ripping the Scar costume off and tossing it aside like a throw rug.

“And I think unless you wanted to be turned back to stone, I suggest you zap all those animals back the way they were, pronto!” Twilight sternly warned him.

“Oh, you wouldn't dare turn me back to stone and risk disappointing your precious princess.” Discord retorted unconvinced they would do that to him.

“Try us, "Dip-cord"!” Rainbow retorted they will if it comes to that.

“And we’ll see who’s disappointing both the king and princess.” Fuli seriously added to back that up.

“Especially if you got no respect for the Circle of Life and friendship.” Beshte seriously added when Fluttershy gets up into the Lord of Chao’s face.

“You think you can treat poor defenseless animals like that and get away with it?!” She exclaimed while glaring at him who looks on amused finding it rather cute when she tries to get angry.

“You go, Fluttershy!”

“Tell him!”

Both Rainbow and Fuli cheered for her.

“You'd best watch your step, buster, or I'll give you... the Stare!” She threatened while getting up in his face.

“The Stare? Oh no, please, not that! Anything but your disapproving eyeballs!” Discord suddenly felt scared for his life before laughing it off which led to Fluttershy unleashing her Stare on him. “Oh no! No no no, stop! No, no! I can't! Stop! I can't take it anymore! I'll do whatever you say! Because... “ He further pleaded until he burst out into laughter revealing that he is immune to it. “You're hilarious!”

“If it turns out we need to use our elements against you, I'm sure we can convince Princess Celestia and King Simba it was for a good reason!” Twilight firmly warned him.

“That’s right!” Kion said in agreement which had Discord groaning while realizing they’re right.

“Mmm... I suppose that's correct.” Discord relented while returning everything back to normal with a snap of his fingers but secretly snapped his fingers behind his back to turn a group of beavers eyes red with his tail to which Ono spotted with his keen sight. “Oopsie!” He whispered to the frowning egret before speaking to everyone else. “Well, it looks like I know where I'll be crashing while I'm being "reformed"...” He said while motioning his fingers while saying that last word with a tone of falsetto before placing an arm around Beshte’s back and nuzzling Fluttershy while ruffling her mane. “With you, Fluttershy and Beshte.”

“Oh, dear.” Fluttershy said to herself already feeling what she is for along with Beshte.

“No kidding.” He likewise returned with slight worry while the others could only imagine what he can do to them as well.


With that said, Fluttershy lead Discord back to her cottage under the watchful eye of the Guard. There Fluttershy starts rearranging her home to accommodate her new guest.

“He may be horrible, but that doesn't mean we have to act the same way. We should at least try to be hospitable.” She told everyone before turning to pet Angel and asked. “You don't mind giving up your favorite spot on the couch, do you, Angel Bunny?”

Angel did mind considering he quickly moved to futility try to get Discord who is currently sitting there off of the couch before releasing an angry squeak of protest before turning away

“Oh, I'm sorry about Angel. Are you alright?” Fluttershy apologized on his behalf before asking.

“Oh, yes. Thank you, Fluttershy, for your concern.” Discord happily replied. “If only your pony and Lion Guard friends could be as considerate...”

“Maybe if you had given us a good reason to trust you maybe we would consider it.” Ono grudgingly responded.

“Yeah, don't listen to him, Fluttershy!” Bunga added while speaking up. “He's just trying to drive a wedge between us like he always does.”

“Now why in the world would I ever try to do a thing like that?” Discord asked with faux innocence to which had Rainbow join Bunga in getting face to face with him.

“So we can't unite and use the Elements of Harmony against you, that's why!” Rainbow answered with glaring eyes while hovering right in front of him

“I never thought of that...” Discord spoke still pretending to act innocent.

“You big liar!” Rainbow retorted not fooled by the attempted charade.

“We weren’t born yesterday. And if we were we’d be wearing diapers.” Bunga added to which Discord mischievously took the opportunity to have diapers magically appear on both Rainbow Dash and Bunga along with baby bibs and pacifers on their heads and mouths. “Hey!”

The two quickly removed the diapers and baby accessories before rejoining their friends.

“Now, look who's a liar. Anyone can plainly see that I'm not big at all.” Discord remarked by shrinking in size to which Angel saw this as an opportunity to get back on her favorite couch. But of course, Discord was quick to re-size himself to immediately boot him off the couch. But he ended up accidentally knocking over the lamp on the table side. “Oops.” He apologized before putting back together with another snap of his fingers. Or more accurately, fixed it to his liking which was him with the lamp cover being worn as a skirt while holding the actual light bulb. “There, all better.” He said very pleased with his magic-craft while tail-slapping Angel off of the couch again.

“I can't watch...” Applejack remarked while burying her hat in her face in shame before turning to walk away.

“Me neither.” Ono groaned in disgust before following after her along with the others.

“We'll be outside.” Rainbow added while glaring at Discord along with Bunga still peeved at his childish trick on them leaving Beshte, Twilight, Kion, and Kyoga the only ones who hadn’t left yet.

“You sure you're okay with this?” Kion asked Fluttershy to make sure she’ll be fine along with Beshte.

“I know it's not gonna be easy, but Princess Celestia's counting on me.” She acknowledged and reassured him. “And... I think I actually know what to do.”

“You do?” Twilight asked liking what she is hearing while Beshte notices that Angel is still angrily protesting Discord taking over the couch before moving to take action to calm him down.

“Now come on Angel.” He kindly urged him to try to let it go. “It’s only for a day.”

“I think the key is to befriend him. Being kind to him and letting him be my house guest is probably the best way to do that.” Fluttershy further explained to the three.

“And you really think that'll work?” Kion asked once more.

“I think it's worth a try.” Fluttershy confidently answered.

“And you’ll be okay with that too, Beshte?” He asked of him who had just got Fluttershy’s pet bunny to calm down.

“I’m pretty sure we’ll manage, even though I’m not really comfortable having to deal with him either.” Beshte honestly replied.

“Okay, then we will trust you both to take it from here.” Kion reluctantly accepted their decision before turning to leave.

“But if you need us, all you need to do is whisper "help", and we'll be back here with our elements along with Kion’s Roar and Kyoga’s magic.” Twilight advised before catching Discord tormenting Angel by holding him upside down. “So watch that goat-legged step of yours, pal!”

Discord quickly stopped what he was doing before donning an eloquent outfit along with chairs for them to sit on with both sporting cups of tea in their paws. “Wh-what?! Look at me! I'm practically reformed already.”

“Just stay out of trouble if you know what’s good for you.” Kyoga sternly said to him before leaving along with both leaders of the Guard while Fluttershy closes the door after them.

When they met up with the others outside, they discussed their thoughts on the matter.

“She's really alright with him staying there?” Rarity asked Twilight.

“That's what she said.” Twilight replied.

“And Beshte is okay with being around him?” Fuli asked Kion.

“Yes, even though he doesn’t like it.” Kion answered. “And neither do I.”

“Can’t blame you.” Fuli agreed.

“Personally, I think we should come up with a backup plan, in case this whole "befriending" business doesn't work out.” Rainbow spoke up.

“Rainbow Dash is right.” Rarity supported her suggestion. “This is Discord we are talking about, girls. It wouldn't be a bad idea to have another trick up our sleeves.”

“And I think I know just the trick.” Twilight then thought of an idea while feeling confident about going forward with this.

Back inside the cottage, Discord is still lounging on the couch eating something from a bowl using a fork while Fluttershy and Beshte make their way back to the living room.

“So far so good.” The hippo said to the Pegasus.

“Yep.” She nodded. “Let’s just hope we can keep it going.” She added before walking inside the living room to check up on Discord. “Discord?” Fluttershy looked where she thought he was before finding him right where they left him. “Oh, there you are. Listen, Discord, I just want to make sure you know that if there's anything I can do to uh, umm…” She and Beshte suddenly see that Discord is eating paper.

“Are you eating... paper?” Beshte asked.

“Am I?” Discord pretended to act surprised once more. “Huh, how odd of me.”

“Okay...” Beshte could only say not even going to bother to comment even further on that.

“Well, um...” Fluttershy paused before saying what she was going to say. “We’re just heading out, so you just make yourself at home while we’re gone.”

“Really?” Discord asked feeling surprised by what he had just processed.

“Yes.” Beshte nodded. “We’re just going to check up on her friends and let them know that everything’s going good so far.”

“Really?” Discord asked once more feeling pleased until Beshte gave him a serious look.

“But don’t get too comfortable to it, because we’ll be back and we will know if you’ve been causing trouble around here.”

“Oh, of course.” Discord acknowledged expecting that response in return. “How silly of me.” He giggled before the two head out of the cottage. “Buh-bye, have a nice time! Everything is fine here. Bye bye... Bye bye...” He waved after them while carrying a cup of hot cocoa and wearing a sleeping robe.

Once he was certain they were both gone, he dropped the smile after shutting the door after him before turning to Angel with a malicious grin. “You like carrots, Angel?” He asked him while pulling a carrot out of his ear before slapping him with it. “I'm playing your owner for a fool!” He laughed with his face appearing on the carrot looking down towards the confused bunny. “How d'ya like them carrots?“

Angel screamed before running away with the carrot transforming back into Discord’s tooth sticking out to which he puts back into place.

“All according to plan.” He said to himself while twiddling his fingers before evilly chuckling to himself.


At the Golden Oaks Library, Twilight along with Kion and Spike are looking around for all books containing a specific spell that Twilight can use later on should the befriending plan fail but to their surprise the search is not going well. “That's weird.” She commented upon coming up empty-hooved. “The spell I had in mind isn't in here. Spike, Kion, where are the other books I asked you to pull?

“Right here, Twilight.” Spike presented all of the requested books in his arms with Kion gently and carefully bringing them over one at a time until Twilight used her magic to levitate them all at once. “I really want to have a reforming spell up and running pronto.”

Kion then had a personal question in regards to her approach. “Are you sure?” He asked with a conflicted glance. “Because it sounds like you’d be doing exactly what Discord would do if you were in his hoof steps or paw prints?”

“Sometimes you have do things you don’t like in order to get what you want.” Twilight simply said not even denying of how amoral it is while continuing her search for the spell she was looking for.

“But what if he makes the Elements of Harmony disappear like he did last time?” Spike brought up. “Or tries to strip Kion of the Roar or Kyoga of her magic?”

“Not going to happen.” Twilight asserted. “Discord can’t lay a claw on Kyoga and Kion’s Roar can only be stripped if he used it for evil. Besides, Princess Celestia cast a spell protecting them, remember?” She continued looking through the books before uttering something when a thought occurred to her. “Uh-oh.”

“What's wrong?” Spike asked.

“Princess Celestia didn't cast a spell protecting our books!” Twilight explained before flipping the pages of one to show one of the pages ripped right out of it. “Everywhere I thought I'd find the reforming spell…”

“Is gone!” Kion finished. “Then that’ means…”


Said culprit is just finishing off the last page of paper by wiping his mouth with it like a napkin before tossing it into his mouth while having the cottage rotating around and around up in the air.

“Are you sure this isn't overdoing it?” He asked while lounging on the couch with Fluttershy the only one to be able to stay eye to eye with him because she can fly while Beshte is finding himself rolling around the house like a hamster on a wheel. “You said to make myself at home while you were gone, but I wouldn't want to overstep my bounds.”

“Whoa! Discord! Fluttershy!” Beshte cried unable to stop himself from rolling around to which Discord snickered at the sight.

“What’s wrong?” Discord asked. “I thought you like rolling around.”

Fluttershy didn’t find it funny seeing it was a mean joke targeted at the hippo’s expense. “...I did say that, so... if this makes you more comfortable... by all means, please feel free.” She didn’t mind too much but added. “But at least have Beshte not tumble around like that.”

“Oh, of course.” Discord complied while snapping his fingers so that Beshte is able to control himself while floating alongside the other two. “Sorry.” He said to the hippo before turning back to Fluttershy with his claws and paws on her shoulders. “You're so very kind, my dear Fluttershy. I always knew that you were the understanding one, not like those nasty friends of yours.”

“My friends aren't nasty!” Fluttershy responded with an offended gasp while pushing him away. “They’re the best friends a pony could ask for so watch that mouth of yours.“

“Yeah!” Beshte exclaimed taking offense to Discord’s comment too. “I’m being just as hospitable as you and I have never said one bad thing about you.”

“Well, of course you'd say that.” Discord returned somewhat insincerely. “It just goes to show how understanding you two truly are. You know, I think Princess Celestia is right when she singled you two out as the ones who could reform me. You're both off to such a good start, I'm seriously considering actually being reformed.”

While Discord was talking to the two Guard members, Discord had another head appear on the back of his head so he could blow a raspberry at Angel’s direction since he was the only one unable to stay afloat with a bowling ball crashing into him.

“Fluttershy! Beshte! Can you hear me?” Twilight’s voice called out to them.

“Are you both okay?” Kion’s voice also called out to them.

“Goodness! I hear Twilight!” Fluttershy recognized.

“And Kion!” Beshte added before Fluttershy grabbed onto him and Angel so they can safely float down to the ground. It wasn’t easy due to Beshte being a hippo since she really had to maintain a good grip around his waist to ensure a safe descent, but it was doable.

“Fluttershy, Beshte, what's going on? Are you both okay?!” Kion asked hoping for something good to come out of it.

“We're fine.” Fluttershy positively answered. “Everything's going great. Isn't it, Angel?”

Angel didn’t really respond due to being dizzy from all of that spinning around before hopping off away.

“Really?” Kion asked Beshte not convinced.

“Believe it or not, he so far has been on his best behavior.” Beshte honestly replied while looking up at the spinning cottage before turning back to the others “So what brings you here?”

“We've come to get you away from Discord!” Kion answered with a tone of urgency. “He's just terrible and, from the looks of it, completely out of control!“

Twilight however had an expression of disagreement. “From the looks of it, he hasn’t done anything other than rotating Fluttershy’s cottage around in the sky.”

“Huh?” Kion returned rather dubious by that statement.

“Oh, but you're wrong!” Fluttershy insisted otherwise. “We're making great progress!”

“Seriously?!” Kion and Spike questioned like she is crazy.

“We’re earning his trust by giving him a little space to be himself.” Fluttershy further explained.

“Hate to break it to ya, but he used that "space to be himself" to tear out all the reforming spells from the library!” Spike brought up while holding up one of the books with said page torn out of it.

“That does explain the paper eating...” Fluttershy now understood what kind of paper he was eating earlier.

“He ate them?!” Twilight exclaimed in disbelief. “Ugggghhhh!” She then groaned and rubbed her head in frustration with the fact that she had a bunch of books ruined because of him. “Now I got to get new books.”

“But we aren't gonna need a spell.” Fluttershy assured her. “He's already really considering being reformed! He said so.”

“And you believe him?” Twilight asked if that’s something she could believe.

“Of course.” She nodded. “If I'm going to be his friend, I have to start by giving him the benefit of the doubt!” She then thought of an idea to prove it. “Tell you what. You both bring all of the others from the Guard over for a dinner party this evening, and I'll bet his manners will have really improved by then. I'll even get him to put the cottage back on the ground first.” She happily added before flying back up inside.

Kion and Spike then turn to Beshte if he has something else he can share than would help them feel more comfortable that Discord is someone they can handle having dinner with.

“If you ask me that sounds doable.” Beshte honestly said. “So far he hasn’t really done anything really evil.”

“At least not yet.” Spike grumbled.

“Come on, Spike.” The Lion Guard’s strongest tried to encourage him to think otherwise. “Remember how Makuu was given a chance before?”

“Yes, and he actually pulled through and proved himself.” Spike answered begrudgingly.

“But Discord is different. He’s unpredictable and has done worse than Makuu.” Kion protested. “There’s no way of knowing if he’s just playing her and waiting for the right moment to betray her.”

“Only one way to find out.” Twilight spoke up to point out before turning back to leave. “We better go on over and get the others on over here for dinner.”

“Alright.” Kion sighed reluctantly. “Dinner it is.”


Both Twilight and Kion would then gather everyone back on over to the cottage for tonight’s special dinner with Discord. And unsurprisingly, many members of the Guard have reservations about all of this.

“Ugh, I can't believe we're having a dinner party with Discord!” Rainbow complained.

“Me neither.” Ono agreed.

“This evening is sure to be a disaster.” Rarity also spoke up while wearing a purple dress. “Glad I didn't bother wearing my fanciest outfit.”

Kyoga rolled her eyes at the fashionista. “Glad that’s the only thing you got to complain about that.” She muttered under her breath before Twilight explains to everyone what Fluttershy and Beshte have told them.

“Look, I know none of you like this but Fluttershy thinks this is the way to reform Discord and asked us to give it a chance. And I think we should give it to her.”

“I don’t know.” Bunga voiced in slight disagreement. “His kind of fun sounds a little chaotic for me.”

“Well, hopefully Discord can be on his best behavior tonight.” Was all Kion could say about it when Discord opens the door to greet them.

He was wearing a black tuxedo with a matching tie and mustache, white shirt and matching gloves, and a red vest when he opened the door. “Oh, our Pony and Lion Guard guests!” He said in an upper class voice before rolling out a red carpet from his tongue. “We're so delighted that you've come.” He added with a bow to them before teleporting back over to inside the house. “Please, do come in.”

Everyone all came inside with Twilight leading the way before finding Fluttershy in the main dining room polished up with fancy plates, silverware, and pillows on a table fit for fifteen guests.

“See what a beautiful job he did helping?” Fluttershy told the crew pleased with what she is seeing. “Discord set the entire table himself. I'm so proud.”

“May I take your...” Discord offered while clearing his throat and gestured to the girl’s necklaces along with Twilight’s tiara. “…hats, ladies?”

“No, thanks. That wouldn’t be necessary.” Twilight politely declined the offer with a smile before turning to the girls with a whisper. “Hang on to your elements, girls. It's gonna be a bumpy night.”

Soon dinner is served with everyone spread across the table with Fluttershy and Twilight sitting next to Discord.

“So far so good.” Twilight thought to herself having no discomfort sitting next to the Lord of Chaos when Fluttershy speaks up.

“As you all know, Princess Celestia hoped we'd help Discord use his magic for good instead of evil.” She told everyone before turning to Pinkie and Bunga digging into their mashed potatoes. “Pinkie Pie, Bunga, would you both care for some gravy?”

“You bet!”

“Sure!”

They both happily accepted.

“Allow me.” Discord offered before using his magic to have the gravy boat come to life. It moved like a dog and licked both Pinkie and Bunga before pouring gravy on their mashed potatoes and they both couldn’t help but gush over the thing like a puppy dog begging for attention with the former even petting it like a dog.

“Aww, how cute!”

“Oh, what a cute little gravy boat you are! Yes you are! Yes you are!”

“That's one creepy little gravy boat if you ask me.” Rainbow commented finding it very disturbing.

“Oh, come on now, Dashie. You're not even giving this a chance.” Fluttershy scolded just when the gravy boat moves on over to Rainbow Dash and Fuli.

It poured gravy onto the former’s leg and nearly landed on her crotch before she flew up in the air and dodged the bullet with the latter quickly sprinting to the other side of the room before any gravy could spill on her.

“Hey! That's hot!”

“Watch it!”

They both remarked.

“Whoops! I'm so sorry!” Discord quickly apologized when Fuli makes her way back to her seat while still keeping a watchful eye on the gravy boat.

“He did that on purpose!” Rainbow immediately accused with a pointing hoof.

“Oh, well, I don't know about that.” Discord trying to act like it was an accident although Fluttershy and Beshte were both giving him the stern look for that. “Mistakes happen. Oh, look, everypony, dancing candles!” He added when the candles start dancing at the center of the table to which Spike found the sight very entertaining at least until Rainbow quickly blows them all out still not buying it.

“I'm not falling for that! Discord's just trying to distract us from–“ She complained before finding herself constantly poked by the candles. “Hey! Knock it off! I suppose that's another "mistake"?”

“No, I think you just made them mad.” Discord answered with the egret flying up from his seat which a skeptical look at the candles surrounding Rainbow.

“There's something fishy going on.” Ono suspiciously brought up to which Discord has the ceramic fish tea pot squirt tea into his face to knock him backwards along with Spike.

“Discord?” Beshte asked of him for the meaning of this.

“Well, it's hardly my fault if the soup tureen finds the term "something fishy" to be offensive.” Discord said in his defense which did little to convince him and Fluttershy that he is innocent.

“Come now, look what you’re doing to our friends.” Beshte pointed to the tea pot moving to squirt Rarity.

“Not the dress! Not the dress!” She desperately cried to no avail.

The tureen then turned to do the same to Applejack and Kion only for both to block the attempt with a hoof and paw.

“That tureen's only doin' what you're makin' it do!” Applejack said while continuing to block off the pot’s efforts to spray her and Kion.

“And it’s not funny either.” Kion added while keeping the tureen at bay.

“Now let's not jump to any conclusions.” Fluttershy tried to insist to everyone.

“Fluttershy!” Rainbow responded while finally getting the candles to back off. “Can't you see what he's doing? He's playing innocent with you so you'll never agree to use the Elements of Harmony against him!” She is then suddenly greeted with soup being sprayed in her face by the tureen.

“Oh, well, that's a bit harsh, isn't it?” Discord commented while pretending to be hurt by that accusation when Rainbow places a container over the tureen to get it to stop.

“You see what I'm saying, right, Fluttershy? Fluttershy!” Rainbow turned to her for to see that Discord is pretending to be reformed.

“You know what I see? I see that Discord's far from perfect, but I also see none of you giving him a chance!” Fluttershy responded to which had the Guard minus Twilight and Kyoga complaining in protest.

“Beshte?” Ono asked upon seeing the hippo’s expression that agrees with Fluttershy.

“Sorry Ono, but I haven’t really seen anything out of the ordinary or do anything evil.” Beshte firmly yet gently answered to which had Rainbow and Ono demanding answers. "Even if he is messing around with us, we still really shouldn't be too hard on him."

“What's gotten into you?!”

“Why do you keep cutting him so much slack?”

They both asked of them.

“Because that's what friends do.” Fluttershy firmly answered while placing her arms around Discord.

“We're friends?” Discord asked taken aback by that response like it’s the first time anyone has ever said that to him.

“Why, of course!” She warmly confirmed. “I can't remember my house ever being this lively before you came along.”

“Oh... Well, I've... never really had a friend before.” Discord returned not sure what else to say.

“Well, now you do! Two friends I might add.” Beshte added with a friendly smile to which had the others speechless with Ono dropping his jaw in shock by this statement with Kyoga closing his mouth without even turning to him. “And trust me when we tell you that.”

Just when everyone but Twilight and Kyoga are still processing what has just happened, Angel came busting inside through the window with urgent news to tell them.

“Now is not a good time, Angel. We're having a dinner party.” Fluttershy gently said to him while he stills tries to tell everyone what’s going on.

“Hold up! I-I think he's tryin' to tell us somethin'!” Applejack pointed out when he pours water on his head while holding up an apple before plopping it into the jug of juice.

Kion being quick to translate Angel’s demonstrations figured out what he is saying to them. “Flooding at Sweet Apple Acres.”

Angel nodded before he mimicked a beaver to which Ono immediately understand what’s going on. “Beavers are behind this.”

“And we all know who's behind that now, don't we?!” Rainbow added with a glare directed at Discord.

“I should have known.” Bunga scowled.

“Who, me?” Discord responded still acting innocent to which isn’t fooling anyone not even Fluttershy and Beshte.

“Oh, give it a rest!” Rainbow raised a hoof at him before flying out of the house with the others minus Twilight, Kyoga, Fluttershy, and Beshte following suit. “What do you think of your "friend" now, Fluttershy?”

Discord turned to the others with a shrug to which was only meant with sighs and slight shakes of their heads before they moved to join their friends heading on over to the farm.

“Let’s just get going.” Twilight said to the others before leading the way on out the door.


As soon as they all left, Discord looks on pleased hearing that the beavers he secretly transformed are doing their part and playing right into his claws and hooves.

At Sweet Apple Acres, chaos ensued with all of the flooding going on there with the entire orchard transformed into a island with trees buried halfway deep in water due to the dams the beavers have constructed. Luckily for Applejack, the rest of his family was unharmed and are all floating in wooden baskets while salvaging the apples that fell into the over floating river.

“I've never seen the floodin' this bad! They've built dams 'round here before, but never like this!” Applejack commented in horror at the sight before turning to Ono who returned from a quick flyover the drowning orchards. “What's goin' on, Ono?“

“The apple orchards are flooded with overflowing water but the rest of your family is okay.” He reported while Fluttershy tries to talk to the beavers currently building another dam to get them to stop to no avail with strong chattering mouths in response to her kind and gentle request.

“Such language!” Fluttershy gasped before flying back over where the others are standing and watching the scene unfold. “It's no use. They won't listen to a word I say!“

“You see Discord's behind all this, right?” Rainbow asked while flying over to her.

“Oh, of course I do!” She replied which caught the others minus Twilight, Beshte and Kyoga off-guard. “Do you all think I'm a silly, gullible fool?”

They all were left at a loss for words of how to respond to that before Fluttershy moved forward with her approach in dealing with Discord.

“I've just been trying to gain his friendship any way I can, so he'd come to trust and listen to me! And Beshte is trying to do the same as well.” She explained to everyone which left them with nothing else to say when Discord calls out to them.

“Hey there, Fluttershy, Beshte, do either of you want a turn? The water's great!” He greeted the two kindest members of the Guard with a wave while waters skiing across the over-flowing body of water with two magically powered tureens’s pulling him at a fast speed.

“Time to see if it worked.” Fluttershy said hoping for the best. “Ready, Beshte?”

“Ready.” Beshte nodded adopting the same serious expression along with the Pegasus.

“Fluttershy, Beshte, oh there you both are. A sight for sore eyes.” Discord greeted upon landing on dry land.

“As you can see, there's a big mess down here at Sweet Apple Acres.“ Fluttershy seriously directed his attention to the chaos at the farm and apple orchards.

“Oh, yes. Awful business, that. Mm.” Discord responded like it’s none of his concern while drying himself clean.

“It is awful.” Beshte stated while chastising him. “This is Applejack's home, and it's being destroyed by innocent creatures who would never be acting this way if it weren't for your reckless behavior. You need to fix this.”

Discord took a moment to think about before responding with his answer. “Oh, yes, very well, I will fix it. I only ask one thing in return.”

“Yes?” Both Fluttershy and Beshte asked.

“I ask that you never use your Element of Harmony against me. As a sign of our friendship.” Discord replied while pointing a finger at Fluttershy’s necklace.

Fluttershy thought for a moment while turning her head towards the Guard along with Spike with everyone sans Twilight and Kyoga shaking their heads against saying yes. She turned back to Discord clasping his claws together feeling confident that he has set up his winning move on the girl.

Staying true to herself then gave her reply when she took of her necklace. “I will never use my Element of Harmony against you.” She promised while tossing it aside into Spike’s claws.

“Fluttershy?!” Kion quietly voiced his disbelief while Twilight continues quietly watching to see where this is going.

“Excellent!” Discord said pleased feeling that he has won before snapping his fingers to fix the mess…

…But instead turns the flooding farm into an ice rink with Discord already donning a pair of ice skates to skate across the ice. “There, much better! I do prefer ice skating to water skiing! Don't you?”

While he skates, three Discord duplicates cheer for him while giving him three perfect ten’s for his performance.

“Discord!” Fluttershy furiously addressed him before making her way onto the ice to confront him for that. “That's not fixing it! Why, I oughta...”

But because ice is slippery, she finds herself sliding across instead of stopping right in front of Discord.

“Where are you going? What's wrong, pal?” Discord asked before skating over to the angrily glaring Pegasus trying to keep her balance on the ice with Beshte following after them while slowing walking across the ice to keep his balance.

“Don't call me your pal!” Fluttershy refused to accept that since he did the opposite of what she asked of him.

“And that’s not how pal’s treat each other.” Beshte angrily called him out for his double-cross before finding himself breaking through the ice because of his weight. “Whoa!” Luckily, he’s okay but stuck half-sunk into the freezing cold water.

“Oh, pfft.” Discord scoffed before having a pair of ice skates magically appear in his hands. “Come skating with me, and we'll let bygones be bygones.”

Spike seeing this quickly skated over to offer Fluttershy her necklace back. “Here you go, Fluttershy! Game on!”

“He fixes this or he goes back to being stone!” Kion issued the ultimatum. “Princess Celestia and my dad will understand!”

“Yeah, come on!” Bunga yelled out to her. “Put back on so we can blast that guy right back to where he came from!”

There was a long suspenseful pause when Fluttershy was faced with two very tough choices, but she still stayed true to her word while refusing to put back on her necklace and taking the ice skates instead. “I made a promise not to use my element against him, and I'm going to keep it.”

Everyone sans Twilight and Kyoga could not believe what they were hearing and seeing from Fluttershy. Rarity looked like she was going to faint, Applejack buried her hat in shame, Ono dropped his jaws once more with Kyoga closing them again, and Bunga feel face first into the snow.

“Hahah! You see?” Discord triumphantly taunted the group. “She wants to have fun with me because we're friends. She can't use the elements against me because we're friends. I'm free forever!”

Fluttershy’s eyes furrowed in fury before tossing the ice skates away. “Not. Your. Friend! And! Neither! Is He!” She growled before turning to try to free Beshte who is starting to sink into the freezing cold water under the ice not that it mattered to Discord now that he ensured that the elements can’t be used against him.

“Who cares? I can do whatever I want, whenever I want. I'm Discord, the master of chaos!” Discord asserted his victory. “You think you can boss Discord around? You think I'm just going to turn all this back because you say so? Because if I don't, I'll lose the only two friends I ever had?” But then he paused when those last words suddenly registered in his head. Sure he managed to secure his freedom but at the cost of the friendship he had gained and came to value. “Oh. Oh. Well played, Fluttershy. Well played.” He said with tears in his eyes before skating on over to lift Beshte out of the hole along with Fluttershy just when they were about to fall into the water that would have had caused them to suffer hypothermia.

He paid no attention to the surprised looks of the two before skating over to sit on the top of an apple tree to sadly lament of what he has done while returning order to Sweet Apple Acres.

“Hapana!” Ono exclaimed.

“I don’t believe it.” Kion voiced in astonishment.

“Me neither.” Bunga added in the same tone.

“Both Fluttershy and Beshte actually did it.” Fuli whispered before she and the others made their way over to congratulate them for their success with a group hug.

Discord then suddenly reappears beside the group after regaining the courage to face them.

“Thanks.” Beshte said to the now humbled spirit.

“Think nothing of it.” Discord simply said not expecting anything in return. “I like it better my way, but... I guess when you're friends, you can't always have things exactly your way all the time, eh?”

“Well like my dad used to say, you don’t know what you’re throwing away until it’s gone.” Beshte happily replied to which Discord chuckled getting the saying.

“And that sure is something that I just nearly did for a second. And for that I’m sorry.” He added to the two. “Especially you Fluttershy.”

Fluttershy returned a forgiving smile in his direction while Twilight and Kyoga both look on pleased to see the results with the former looking on seeing that it was exactly what she and the princess wanted.


Sometime later in the day, Spike along with the Lion and Pony Guard gathered together with Princess Celestia and King Simba to report their success in reforming Discord.

“So…” Simba inquired of him.

“Yes your majesties, I'm ready to use my magic for good instead of evil. He vowed with a bow before adding under his breath. “Most of the time.”

“Very good.” Simba returned very pleased with his response.

“Congratulations on your success, ponies, Lion Guard.” Celestia warmly commended them. “I definitely sense a big change in Discord.” She then whispered to Twilight secretive with a sense of distrust in Discord. “I'll leave the Elements of Harmony with you, Twilight. Just in case.”

Twilight nodded in response before speaking up. “You were right when you said Fluttershy and Beshte would be the ones to find the way to reform Discord. By treating Discord as a friend, they got him to realize that friendship was actually important to him. And something that, once he had, he didn't want to lose.”

“Go on.”

“Say it...”

The Lion Guard’s Strongest and Pony Guard’s Kindest members encouraged.

“Alright.” Discord groaned before saying it rather quickly. “Friendship is magic.”

“See? He can be a real sweetheart once you get to know him.” Fluttershy said with a smile in his direction with most of the Guard including the king and princess all returning awkward grins and glances with each other with the term she had used to describe him.

“Kind of a stretch there if you ask me.” Fuli commented with a chuckle.

“Oh well….” Discord casually responded while literally stretching his body to which had him appear all the way across town while doing so. “…It is the long truth.”

Everyone could only shake their heads finding it rather funny and admittedly amusing with some members even laughing finding it funny…


…. All while being seen by Scar’s watchful eyes from the palm of his magic. He liked what he saw transpire while holding up copies of the books with the reformation spells in his other paw. To which he secretly managed to obtain while everyone was busy discussing the plan to have Discord freed from his petrified state and reformed.

He then locked eyes with both Twilight and Princess Celestia when the latter presents the case for the former to store the elements in her home. When the rest of the Mane Six take off their necklaces upon seeing they don’t need them anymore for the rest of the day, Scar evilly smiles very pleased that the elements are now under Twilight’s care. Exactly what he was wanting out of all of this, with confidence that he can arrange on how to deal with Discord in the future. And it won’t be long until that happens…