The Crystal Empire is almost swallowed by King Sombra's shadow as his head appeared, laughing evilly.

Back at the castle, Shining Armor saw this as he turns to Twilight, Rainbow Dash, and Cadance. He lifts Cadance who woke up. They smile as Cadance gain her determination and used her magic again to make a shield. Sombra notice as he tries to get in but his horn got cut by the shield making him yell in pain. The shield covered the empire again. After that, Cadance almost fell but Shining Armor grabbed her in time.

King Sombra's horn magically faded into the ground. It left purple and green spots shining on the ground.

Cadance is getting weaker worrying Shining Armor.

"I have to find the Crystal Heart." Shining Armor said.

"No, you stay here with Cadence." Twilight told him as Cadance fell into Shining Armor's hoof. "She needs you, Shining Armor. I'll retrieve the heart."

"Let's do this." Rainbow Dash zoomed after her inside the castle.

"I've been trying to figure out how I'm meant to pass Celestia's test. Retrieving the Crystal Heart must be it. But there is something else you can do." Twilight explained as they ran/flew to find an exit.

"Name it." Rainbow Dash nodded.

"You and the rest of our friends have to keep the faire going."

"What? With that thing moving into the empire?"

"The whole purpose of the Crystal Fair is to lift the spirits of the Crystal Ponies, so they can activate the Crystal Heart."

"Yeah, and?"

"If the Crystal Ponies find out that King Sombra is trying to take over the empire again, their spirits are gonna be anything but lifted."

Outside Applejack is looking at the carved Crystal Heart but covers it when a Crystal pony walks by. Twilight and Rainbow Dash came out of the castle's door.

"It won't matter if I find the Crystal Heart. They won't be able to make it work. You have to keep them happy here at the faire." Twilight finished.

"Keep the faire going and the Crystal Ponies' spirits high. Done and done." Rainbow Dash saluted, flying off as we view Cadance and Shining Armor.

"Twily," Shining Armor called as Twilight look up. "be careful."

"I will." Twilight nodded running off.

Shining Armor and Cadance looked at each other as Twilight left to go find the Crystal Heart. Back where the horn dissolve, a black crystal rose from the ground with a growl noise in the background.

A ring hits a crystal like a horse shoe toss by a two female Crystal ponies, they smile bringing back their crystal forms. Another female Crystal pony ate a corn making her smile and crystallized making Fluttershy happy. She sees a pony wearing a hat. When she turns around, she frowns. Erin is looking down with her hat covering her head and face still upset about Tails' breaking up with her. SG and Alyssa still watches her.

"Oh Erin, I know you're upset but we need to make the Crystal ponies happy." SG said.

"If they see you upset, they…" Alyssa paused as she realized the only way the Crystal Ponies would be upset is King Sombra.

Erin didn't answer as she sighs heavily. SG and Alyssa look worried until Rainbow Dash appeared and whispered in Erin's ear.

"She's what?" Erin asked softly.

"Yes, and what's wrong with you?" Rainbow Dash asked.

SG and Alyssa used "slice throat" signals to tell her don't ask. Rainbow Dash was confused but shrugged as she whispers to SG and Alyssa.

"Twilight?" Alyssa asked.

Rainbow Dash nodded, flying off. When Alyssa and SG look at Erin, she is running off.

"Senpai, wait up!" Alyssa called, taking SG's hand and dragging her.

"Wait!" SG cried being dragged.

We now view Rarity weaving a basket and use her magic to lift it making the ponies glow back to their form. They all gathered to buy some making Rarity and Spike smile. Rainbow Dash came up and whispered, "Okay, here's... (becomes indistinct)."

Rarity gasped loudly which the crystal ponies and Spike look.

"I... just found out they're offering face painting for the little ones." Rarity recovered picking up Spike and laughing nervously.

The crystal ponies went back to having fun. Rarity whispers to Spike as he spoke, "Uhuh. We can do that." Then hears something surprising. "Twilight's doing what?!" Spike zooms off fast.

"He... really... loves getting his face painted. Haha." Rarity nervously spoke again.

Twilight ponders as she walks around.

"Who wants a flugelhorn?" Rainbow Dash called.

Pinkie Pie appeared dressed as a jester, "I wanna flugelhorn!"

Rainbow Dash ignores her, "Who else wants a flugelhorn?"

"I wanna flugelhorn!"

Twilight keeps pondering until she realizes and turns back to the castle. She smiles thinking she might know where the Crystal Heart is!

We hear Spike, Alyssa, SG, and Erin panting.

"Twilight, wait! I'm coming with you!" Spike panted.

"Us too." Alyssa nodded.

"You can't. I have to retrieve the Crystal Heart by myself." Twilight reasoned.

Spike and the girls were determined, "I know. I promise I won't lift a claw to help you."

"Or a finger!" Alyssa held her finger.

As they waited for an answer, Twilight uses her magic to lift Spike and on her back as she sighed, "Not a claw, Spike. And not a finger, girls!"

Twilight runs fast as Spike held on. The girls run after her down the road.

"Where are we going exactly?" Spike asked.

"I think I might know where King Sombra hid the Crystal Heart." Twilight explained.

"The castle?"

"The king would've been counting on the fact that nopony would dare come looking for it here. They'd've been too afraid to even try."

Twilight, Spike, and the girls arrived at the door as Spike said, "I hope you're right."

"You and me both." Twilight agreed.

As Alyssa and SG went inside, Erin stops and turns to Tails who is looking down not happy. Erin sighs but glares.

"If you think I don't care about you, well just wait and see." Erin goes inside closing the door.

With Applejack she's guarding the fake Crystal Heart. Rainbow Dash looks around before zooming off. Then she appeared next to Applejack making her whinnies in surprise. Rainbow Dash looks cautious until a yellow male Crystal Pony appeared but Rainbow Dash went into his face.

"What are you lookin' at?!" Rainbow Dash yelled making him back away. "That's what I thought!"

Applejack yanks Rainbow Dash by the tail and whispered, "Uh, Rainbow Dash? We're supposed to be actin' like nothing's wrong."

"Exactly." Rainbow Dash nodded. She saw two ponies coming and she growls making them run off.

"What I mean is, maybe you should let me keep the Crystal Ponies away from the fake heart, while you show off your joustin' skills." Applejack explained.

"Huh, seeing my awesomeness does have a way of putting ponies into a pretty good mood." Rainbow Dash boasted and flew off as Applejack waved.

At a petting zoo, a male pony saw ewes bleating happily making him smile and turn back to his crystal form. Fluttershy guided another ewe in while holding a cane. She smiles happily making sure the Crystal Ponies are happy. Suddenly Rainbow Dash nudged under her and pushed her.

"Come on, Knight Fluttershy." Rainbow Dash pushed her.

"Huh?" Fluttershy asked.

"It's showtime." Rainbow Dash explained.

Back with Applejack, she was standing on her hind legs guarding the fake heart. Soon a female Crystal Pony appeared.

"How are y'all feelin'? Havin' a good time?" Applejack asked.

"The best I've had in over a thousand years!" The female Crystal Pony gladly said.

The Crystal pony try to see but Applejack blocked her as she backs her away.

"Well, that's good! Gotta renew that spirit of love and unity if you're gonna power up that Crystal Heart, right?"

"I sure would like to see it before the ceremony. It's been such a long time."

"Oh, I hear ya, but, uh... Phew!" She takes her hat off and fan herself. "Gettin' a little toasty out here. Bet you'd like to cool off with a little Crystal Empire nectar!" Applejack pointed at a nectar booth.

The female Crystal Pony left for nectar. Applejack turn to a male Crystal Pony who he try to left the curtain up. Applejack panicked as she quickly covers the curtain and held up a bowl of what appears to be a lumpy soup.

"Uh, you tried the Crystal Empire fritters yet?" Applejack asked as the male sniffs and transforms back. "Made from a traditional Crystal Empire recipe! You're gonna love 'em!"

She saw another female coming up. She panics as she tosses it and the male went after it.

"Uh, I hear there's a joustin' match about to start! You don't wanna miss that!" Applejack yelled, guiding the female the other way. She sighs and spoke, "Come on, Twilight... these Crystal Ponies are more curious than a cat!"

Applejack notice Tails who is moping. She looks around to see anyone not near the fake heart. She snuck up to him making him look up.

"What's matter, sugar cube?" Applejack asked.

"I broke up with Erin because I said she thinks her adventures and friends are more important then me." Tails explained.

"You serious?!" Applejack snapped making him jump. "What made you think of that idea?"

"Because… she's never with me a lot and I feel lonely and thought she doesn't love me."

"Tails, I don't why you think of that but Erin still loves you more then anything in the world. She even talks about you dozens of times. She goes on adventures to make friends because you shoulda realize how much she cares about people. She loves making friends, she hates being lonely. You should of know that."

"But…"

"Nah uh! No buts! Think about Erin for second. If you really love her, that means you let her do what she wants to do. Think Tails, do you want her to make friends, stop being lonely, and save lives all the time or keep her to yourself like a selfish big bad timberwolf!"

Tails gasped a little but turns away as Applejack turns and goes back to the fake. Tails looks down and ponders.

"Maybe AJ's right, I mean being selfish." Tails thought. "But Erin is nowhere to be found right now."

Twilight, Spike, Erin, Alyssa, and SG run around in the castle for the Crystal Heart or something that will lead them to it. Twilight picks up a statue and groans in exertion. After Twilight left, Spike stops and pants hard.

"It's gotta be here somewhere." Twilight said looking around the table. "It's just gotta be!"

Spike saw a lump of the carpet and ponders. Twilight used her magic to left the books to find it. She saw Spike as she puts the books away. She also sees Erin looking in a vase, Alyssa looking in a chair and SG lifting a shelf.

"Not a claw, Spike." Twilight recoiled. "And not a finger, girls!"

"Uh…" Spike laughs nervously as Twilight walk by him.

"Celestia's orders!" Twilight ponders.

They pass the throne room but Twilight backs up and looks. She saw the Crystal as Spike and the girls walk by. Twilight gasped at the crystal tip of the throne, remembering what Celestia said as a flashback of her talk with Celestia appears.

Princess Celestia reverberating, "If the empire is filled with hope and love, those things are reflected across all of Equestria. If hatred and fear take hold…" It echoes when Celestia did the dark magic.

"Of course!" Twilight exclaimed.

The girls and Spike came to her panting for breath but they ran into Twilight.

"What? Did you find it?" Spike asked.

"No." Twilight answered.

"What?" Erin asked.

"Because this isn't King Sombra's castle." Twilight explained.

"Well, isn't this where he lived when he was in power?" Spike asked.

"Yeah doesn't all rulers live in castles like this?" SG agreed.

"It is. But it didn't look like this." Twilight showed the beauty of the room. She then does her magic making her grunts. Her horn glow pink as she focuses hard soon it turn black. The magic is making her sweat hard. Her eyes had purple aurora coming out and her horn had purple parts coming out. Soon it blasted at the Crystal making it glow black making a shadow going down the throne and on a floor. Then a hole with stair cases appeared.

"Whoa!" Spike said in amazed.

Twilight clapped her hooves happily.

"When did you learn to do that?" Spike asked looking down.

"That was a little trick Celestia taught me." Twilight replied.

Erin takes her hat off while ignoring her runny nose. She then ponders as she concentrate. She held her hand up and concentrated hard as her hand turn from blue to black and purple parts. She opens her eyes which are green with purple auroras. Her hair flow up as she does the magic. She blasted the magic on side of the wall showing an image of Crystal Ponies as slaves.

"Whoa!" Erin gasped.

"Senpai!" Alyssa exclaimed. "How'd you do that?!"

Erin shook her head putting her hat back on. "Well. I'm a visual learner. I watch and learn."

"Lemme try." SG suggest.

SG concentrate and soon her eyes turn green with purple auroras. She blasted her magic at the roof and dark crystals appear.

"Amazing…" SG whispered.

Alyssa decides to do it as well. She concentrated as she held her hand.

"Come on! Come on!" Alyssa thinks hard.

"Come on, Aly." Erin cheered.

Alyssa's eyes turn green with purple aurora and shoots out dark magic making paintings into King Sombra.

"Whoa!" Alyssa exclaimed. "That was cool, scary but cool."

"Girls, cut it out!" Twilight snapped. "I know you did the same trick but we have no time to play with it."

Spike looks down where it's really deep hole. He gulps nervously and making nervous noise. Twilight's horn glow to make light and walk down the steps. Spike try to go after but slowy tries to put one foot down but Twilight appears.

"You stay here." Twilight told him.

"Huh, if you insist." Spike agreed.

Erin and SG decides to follow Twilight as well. SG went down first before Erin stops to see Alyssa nervous.

"Are coming?" Erin asked.

"Me? No, I'm just… a little hot that's all." Alyssa wipes her sweat off.

"Come on Aly! You want to be brave and heroic like me right?"

"Yes but…"

That's when Erin held up her hand. The two play rock-paper-scissors but Erin has paper and Alyssa had scissors, Erin lost. Erin groans and walks down stairs by herself.

"Okay, Aly. Stay here but if we don't come back, follow us!" Erin ordered.

Alyssa nodded as Erin left not before she came back again and took her hat off.

"Here!" Erin gave her hat.

Alyssa takes the hat and holds it as Erin left. Twilight walks down with Erin and SG following her. They kept going down and down.

"Can you see what's down there yet?" Spike called echoing.

"Not yet. I can't even tell how far down this goes!" Twilight respond.

"Sempai, SG-san, are you okay down there?!" Alyssa called echoing.

"We're fine!" SG called. "Just wait for us."

Twilight saw something. A chunk of crystal on the wall. Twilight used her magic to break it off and held it over the hole. She drops it and it falls. She, SG, and Erin hear it fall. Twilight clean her ears out to hear better while Erin made her ear large. Soon they heard a distant clatter. They eye widen knowing how deep it is down there.

"Spike?" Twilight called.

"Aly!" Erin called.

"Yeah?" Spike and Alyssa called back.

"Can you see outside?" Twilight called which echoed.

Spike and Alyssa went to a window as thunder clap. They see the force field about to fade again. With King Sombra, he sees the force field fading.

Growling, he spoke, "Yess... Crystals…"

Alyssa covers her mouth with a gasp. Spike just eye widens in fear.

"It's not good! Cadence's magic must be fading (echoing) faster than before!" Spike called.

"Please hurry girls. Sombra will be here!" Alyssa called.

Twilight was shocked. Determined she runs down the stairs. Erin and SG runs after her fast too. Twilight then hit's a step making it break and her trip over the step. She hits the steps hard going down. Before she hits the ground her magic stops her.

"Twilight!" Erin called, running down but trips over and falls down. She soon hit the ground. When SG appeared, she trips over the grounded Erin and on top of her.

"Twilight? Are you okay?" Spike called.

"Senpai? SG? You okay as well?!" Alyssa cried.

"Yes…" Twilight cringed. Twilight disappeared and reappears on her hooves. She turns with a smile seeing a door.

Erin and SG got up and saw the door.

"A door?" Erin asked.

Twilight try to open it with her magic but it "moved" up.

"A moving door!" SG exclaimed.

Twilight turn and saw it. She tries to open it but it moved again. Twilight turns behind and sees it, "What in the…" She jumps after the door but hits the wall. "Stop… moving!" She tries to go after it. She got mad as her horn turn black and blasted the magic at the door. The black stream hit's the crystal on top and the door open with a bright light. Twilight look away but smiles.

"Spike, girls, I think it's here!" Twilight smiled.

"Let's go!" Erin exclaimed.

"Yes!" SG nodded.

Twilight runs into the door's light and goes in. The light glew brighter showing Twilight appearing in Celestia's throne room.

"Huh?" Twilight asked, confused. "Why am I here and where's SG and Erin?"

As Twilight looks around…

"What are you doing here?" Princess Celestia asked, rudely.

Twilight turns to her teacher writing reports.

"I don't know! I opened the door and-" Twilight to explain.

"And now you must go." Celestia told her, rudely not looking.

"Go where?"

"Doesn't matter to me." She said calmly then snaps as she glares at her. "You failed the test, Twilight."

When Twilight heard this made her smile fade. Her mouth and eyes open wide in total shock as she appeared in a red background.

Erin runs in but stops to sees herself back in Cartoon City.

"Cartoon City?" Erin asked. "But where's SG and Twilight?"

"We're over!" SG's voice yelled a bit mad.

Erin turns to SG, Twilight, Alyssa, Konata, Candace, Akira, Hibiki, Kanade, Hummy, Wendy, Kim, Kitty, Louise, Miyuki, Mavis on a computer screen, Jack, Tails, Ami, Yumi, Fluttershy, Pinkie Pie, Rainbow Dash, Applejack, and Rarity a bit mad at her.

"Guys, what are you doing here? We have to go back to the Crystal Kingdom." Erin asked. "It's in danger."

"We will… Without you!" Akira snapped.

"What?" Erin asked a bit shocked.

"Erin, just stay away from us! We hate you!" Tails yelled.

Erin gasped in dismay but she didn't want to believe this.

SG runs in but stops to sees herself back in Halloween Town.

"Halloween Town?" SG asked.

"SG! HELP!" Jack's voice cried.

SG turns and sees Jack fighting Oogie Boogie and when Oogie Boogie threw cards at Jack, it impaled him off-screen like a dagger. SG gasped as she covers her mouth with her one hand.