Twilight was practising another spell on her dragon assistant, Spike.

"C'mon, Twilight", Spike said eagerly. "You can do it."

"Okay, here goes", Twilight answered. Twilight caused Spike to grow a moustache on his face.

"Aha, you did it", he said cheerfully. "Growing magic. That's number twenty-five. Twenty-five different types of tricks and counting. And I think this is the best trick so far. Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache." Spike started laughing, cheerfully.

Twilight sighed after hearing this. "Knock yourself out."

Twilight, Spike, Rainbow Dash, Applejack, Rarity, and Fluttershy stood around the grass of Sweet Apple Acres, enjoying a picnic, but wondering where Pinkie Pie was.

Spike was showing his moustache off to Rarity, but she was completely oblivious.

"It is absolutely beautiful outside", she noted.

"Hm, ah wonder where Pinkie Pie is", Applejack said.

"She's probably at some weird Pinkie antics", Rainbow Dash thought. The ponies, and Spike nodded in agreement.

"Hey, did you guys hear about Twilight?" Spike was gushing. "25 different spells. Her magic is really improving. I thought unicorns only had a little magic that matched their talent."

"True", Twilight replied. "For ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent is magic?"

"Like you, Twilight", Spike added. "You're gonna go far with that magic".

"Oh, Spike, stop", Twilight said. "I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me."

"Are you kiddin'?" Spike asked. "I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight."

"Yeah, Twilight's good with all kinds of magic", Rainbow Dash added.

"You definitely have much potential", Rarity told Twilight. Twilight began to blush from being flattered so much.

Suddenly, Pinkie Pie sped in. "Hey guys", she greeted.

"Oh, hi, Pinkie Pie", Spike greeted.

"Guys, there's a new magician in town", Pinkie Pie said with glee.

"What could that be?" Twilight wondered, as they walked away from their picnic.

Many ponies in Ponyville stood around a cart. A voice started calling out to them.

"Come one, come all! Come and witness the amazing magic of the Great and Powerful Trixie!" The ponies gasped in awe, as they saw a showmare form from white smoke. She had a dark blue coat, and a grey mane, standing proudly in a performer costume: a cloak, and a tall hat. She began speaking to the crowd of ponies.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!"

Fireworks shot up out of her cart, as the ponies cheered in delight.

The showmare, known as Trixie, began to start her show.

"For Trixie's first trick, Trixie will need a volunteer", Trixie announced.

Pinkie Pie hopped forward, as she raised her hoof. "Oo, oo, me, me", she called to Trixie.

Trixie smirked, as she began to speak. "Hmm, Trixie wonders who she should pick."

Pinkie forced her hoof up with another one. "Me, me!"

"Hmm." Trixie was still thinking.

Pinkie Pie raised all four of her hooves in the air, still able to stand.

"How about... you." Trixie pointed to Pinkie Pie.

"Yes!" Pinkie screamed in delight, as she stepped forward.

As Pinkie stepped on the stage, the ponies stomped on the ground, as they cheered for the pony.

"Oh, my Celestia", Pinkie said. "I've always wanted to perform, and now I can. I'd like to thank Nanna Pinkie, Granny Pie, my sisters, my mom, and dad, and" - She was interrupted by Trixie who put her hoof over Pinkie's mouth to silence her.

"Watch in awe, as The Great and Powerful Trixie, takes food out of this ponies ears!" Trixie announced. The ponies gasped.

"Name your choice of food", Trixie told Pinkie.

"Ooh, cupcakes", Pinkie responded. "And could you make them strawberry? No wait! Raspberry? Oh no, uh, banana. No, uh, coconut?" Trixie silenced Pinkie once again.

"How about Trixie goes with strawberry?" Trixie suggested

In seconds, Trixie lit her horn, and popped out cupcakes out of Pinkie Pies ears, as a dozen lay on the stage. Pinkie Pie gobbled them up in seconds.

"Mm, tasty", Pinkie said.

"Now you know, ponyvillians... anything you can do, I can do better".

Two unicorn colts started talking in the crowd.

"Go, Trixie", one yelled up.

"Yeah, she's the greatest", the other one added.

Twilight, and Spike tilted their heads to see two colts.

"Who are they?" Twilight asked.

"I agree with the unicorn", said Trixie.

Spike sighed for a moment. "That's Snips", he said, as he pointed to a grayish blue colt, with an orange mane, short in size, "And that's Snails." Spike pointed to a colt slightly taller than his companion, with an amber coat, and a green colored mane.

"Trixie is the highest level unicorn we know!" yelled Snails. "Nopony else can get food out of ponies ears."

Spike yelled at them. "Yeah? Well Twilight did that spell on me, and gems came out."

"Spike!" Twilight grabbed him, and brought him over to a corner.

"What is it?" Spike asked.

"Please, Spike", Twilight asked. "Don't be selling me off like that. I don't want to get competitive."

"But you're the best", Spike told Twilight.

"Even if I am, it'll be rude", Twilight answered. "It took me a while to master that spell, and Trixie was able to do it with no difficulty. Maybe she is as good as me."

"No, Twilight", Spike replied. "Don't be so hard on yourself."

"Give Trixie a chance", Twilight answered. "She's a performer after all. Like I said, each unicorn has a talent that revolves around a spell or two. And Trixie's is performing."

Twilight, and Spike turned around, and noticed Trixie talking to her audience once again.

"Does anypony else question Trixie's natural talent?" Trixie asked in her high and mighty voice.

"Yeah, I do", Rainbow Dash called.

"Rainbow Dash!" Twilight called. "Don't."

"Don't worry, Twilight", Rainbow Dash replied. "I got this". Rainbow Dash tilted her head around to Trixie.

"Think you're so powerful?" Rainbow Dash cheekingly asked.

"You don't know the half of Trixie's talent", Trixie answered.

"Oh yeah?" Rainbow Dash challenged Trixie. Rainbow Dash sped into a windmill, and caused it to spin quickly. After that, Rainbow dashed into the air, and punched through clouds, as she flew up to the sun. Rainbow Dash flew back down the same clouds, absorbing the rain with her wings, and then drying herself as she entered back in the stage, a rainbow lighting above her head.

"See that?" she asked. "I'm more great and powerful than any old showmare."

In moments, Trixie lit her horn, and levitated the rainbow onto Rainbow Dash, spinning her around, causing her to be dizzy.

"Anypony with a dash of common sense would no better than to challenge Trixie", she said. Trixie created a thundercloud above Rainbow Dash, and made the thunder strike Rainbow Dash's tail.

Applejack helped Rainbow Dash up, and darted her eyes at Trixie angrily. Applejack took a deep breath before speaking.

Applejack walked up on stage to speak to her. "Listen 'ere, Trixie. Ah know that yer performin' and all, but could ya mind not hurtin' mah friends?"

Trixie laughed at Applejack. "Haven't you ponies ever heard of a show? Trixie is showing you just how inferior you all are. With your idiotic pegasi, and your hayseed earth ponies. Noone can best the magical talents of the Great and Powerful Trixie!"

Applejack put her hat over her head in disappointment and sadness. Fluttershy, and Rarity tried comforting her.

Angel jumped out behind Fluttershy, and hopped up to the stage.

"Angel, no", Fluttershy called. "Come back".

Trixie looked down at Angel, who smirked, and grabbed her hat, biting on it. Trixie took a deep breath, and levitated a few of her curtains to wrap Angel with them. Trixie snatched the hat from Angel's mouth while he was still in place. Angel tried hopping of while wrapped, but simply fell over. Fluttershy rushed to the stage to help him. She slowly walked over to Trixie.

"Oh, um, sorry to bother you", Fluttershy noted. "But, um, could you please, um, not hurt Angel?"

"Um, maybe you should, um, be more, um, assertive", Trixie replied, as she mocked Fluttershy, talking in a soft tone.

Fluttershy had a tear form in her eyes.

"Does Trixie see a tear?" Trixie wondered. "Big surprise for an 'assertive' pony".

Fluttershy grabbed Angel, and placed him on her wing. She cried relentlessly, flying away from the stage.

"Not to be a burden on you, but why do you think that you are the best?" Rarity asked.

"That's simple", Trixie said. "When the town of Hoofington was under attack from an Ursa Major, The Great and Powerful Trixie vanquished it, and has been a travelling performer ever since. Nopony can best Trixie's magical skills".

"Oh yeah?" Rainbow Dash interrupted. "And just where is this Ursa Major?"

"Trixie doesn't need to say anything", Trixie responded. "Trixie is the most powerful unicorn in Equestria!"

"What if an Ursa Major does come into town then?" Spike asked.

"Trixie can obviously vanquish it", Trixie replied. "Now if you'll excuse me, I must prepare for tomorrow's show in Ponyville." With that, Trixie closed up her cart, and carried it with her on a long string

Twilight, and her friends walked back to the picnic. Fluttershy was weeping. Rainbow Dash sped over to her to comfort her.

"Do not worry about her behaviour", Rarity asked.

"Yeah", Rainbow Dash added. "She's all bark and no bite."

"And we all know that Twilight's the best unicorn in Ponyville anyways", Pinkie Pie said.

Twilight blushed hearing this.

"Hey, maybe you should challenge her", suggested Rainbow Dash. "You know? Show her who's boss."

"I don't know, everypony", Twilight replied. "She seemed pretty powerful out there."

"Yeah, but ya have a load of spells that ya can do", Applejack noted.

"And you're all about books", added Rainbow Dash.

"Alright, everypony", Twilight answered. "But not now. I don't want to be too confrontational." The ponies nodded in response, as they continued their picnic.

The next morning, Twilight, and her friends walked over to Trixie, with Ponyville watching.

"Hey, did you hear about what Twilight Sparkle is doing?" one asked.

"Yeah, she's challenging this performer", another said.

"I hope one of them makes muffins come out of my ears", said a third voice.

"Trixie!" Twilight called. "I'm here to challenge you".

Trixie laughed for a moment. "You challenge Trixie, by yourself?" Trixie asked, as she laughed once again very loudly.

"Are you going to fight or not?" Twilight asked.

"Oh, of course", Trixie replied.

In moments, Trixie opened her cart, to get her supplies ready. She levitated a few curtains, and quickly wrapped Twilight in them. Luckily, Twilight still had her horn. She levitated the curtain with her horn, and, with a high amount of magical strength, managed to cause he curtain to loosen from her. Twilight shot the curtain at Trixie to blind her.

Trixie was now blinded, and couldn't see. Twilight levitated Trixie up onto the stage, causing her to do weird movements, such as barking, and picking her nose. Just then, Trixie lit her horn up, and levitated Twilight onto the stage also. She levitated Twilight's hind legs to to kick the air, as she folded Twilight's front hooves. After this, she dropped Twilight onto the stage, on her head, making Twilight dizzy.

Trixie used her magic to make a thundercloud appear, as it struck Twilight. Despite injuring her, it managed to make Twilight no longer dizzy, as she levitated the thundercloud to strike Trixie also. In moments, Trixie and Twilight shot a bunch of rays at each other, each ray destroying another ray.

Twilight and Trixie were worn out.

"Your a quite formidable opponent Trixie has faced", Trixie noted.

"You also", said Twilight.

"Snips, Snails, get over here", she called. Snips and Snails hopped happily over to her.

"Help Trixie up, and give her a hayshake", she asked. The duo lifted Trixie off the ground, and gave her a shake, extra hay. This gave Trixie enough energy to levitate Twilight, and spin her to dizzy her again. Twilight was too exhausted to fight back.

Snips and Snails cheered. "Trixie wins!" they screamed.

Twilight was helped up by her friends. As Rainbow Dash was helping, she gave a disgruntled look at Trixie.

"Cheater", she said to herself.

"Let it go, Rainbow", Applejack suggested.

"She'll learn soon", added Rarity.

Twilight was sleeping in her bed. Spike walked over to her, and comforted her.

"Don't worry, Twilight", he said. "You'll get her another time."

"Yeah", Twilight agreed. "I just need to beat her to ruin her." The two smiled at each other happily.

Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie sat around Sweet Apple Acres.

"There's something fishy about that pony Trixie", Rainbow Dash thought out loud.

"She is acting quite the boaster in her magic", noted Rarity.

"And she was... mean", added Fluttershy in a quiet tone.

"Aw, c'mon guys", Pinkie Pie requested. "Lighten up. I liked her."

"Pinkie Pie, imagine if she didn't pull cupcakes out of your ears", asked Rainbow Dash.

Pinkie Pie paused for a moment, and felt slightly angry. "Well, she's a bit of a meanie-pants, but I love talking to new ponies."

"Don't ya get it, Pinkie?" wondered Applejack.

"She's not nice", added Rainbow Dash. "We can never be friends with someone who's boasting all the time." Applejack gave a blank look at Dash.

"Uh, what 'bout you?" asked Applejack.

Rainbow Dash stuttered for a moment, but worked up the nerve to speak. "The difference is that I'm more awesome." Rainbow Dash flew in the sky, and grinned to herself.

The ponies looked at her angrily.

Snips and Snails slowly crept towards Trixie, who was combing her mane.

"Hi, Trixie", Snips said.

"What do you two want?" Trixie asked.

"Can we do anything to help you?" offered Snails.

"No", Trixie answered. "Trixie is fine." Snips and Snails looked up at her, with smiles that made her groan. "That means for you two to go."

"Anything you say", Snails said, as the two slowly crept back.

Spike noticed them, walking backwards with innocent expressions. "What are you two up to?" Spike asked suspiciously.

"Just seein' if Trixie needs anything", Snips replied.

"Yeah", Snails said. "We're at her service."

"How can you be sucking up to her like that?" Spike asked. "She's lying".

"But, uh, she vanquished an Ursa Major!" Snails said in a frightened tone.

"Were you two even there?" asked Spike.

"Uh... no?" Snails answered confusedly.

"I'm not believing Trixie until she actually proves herself", Spike replied. "Neither should you two. She doesn't deserve this. Twilight is better. You know why? Because she has proof. Trixie doesn't have any about an Ursa Major. Unless she's face to face with one and defeats it, I'm not gonna believe her."

"Hmm", Snips thought. "An Ursa huh?"

"You two better not", Spike suggested.

"Do what?" Snails asked.

"Yeah", Snips agreed. "We don't know what you're talking about." He winked at Snails, who looked confused.

"No, seriously, I don't know what we're talking about", Snails noted.

Spike gave an annoyed look at the two. "You two better not bring an Ursa Major into town", he said. "We'll be in big trouble." Spike walked away from them.

Snips turned to Snails to speak to him in private. "Not if the Great and Powerful Trixie has anything to say about it", said Snips.

"Yeah", laughed Snails. "Wait, what?"

Snips turned around at Trixie.

Snips started talking to Trixie. "Excuse me, Trixie?"

"What do you two colts want now?" asked Trixie, now very frustrated.

"Do you want us to bring an Ursa into town?" asked Snips.

"Celestia, no!" replied a bewildered Trixie.

"Why?" Snips asked.

"I mean, yeah, sure", she said. "Trixie can take care of it. However, be warned. For Trixie has already taken down Ursa Majors before. If another were to come, then Equestria will explode!" Trixie gave a somewhat horrified look, as Snips and Snails looked at her, puzzled.

"Now, be gone with you two until morning", demanded Trixie.

Snips and Snails stood in town.

"You know, Snails, I think Trixie lied to us", thought Snips.

"Yeah", agreed Snails. "We should bring in an Ursa Major. Equestria won't explode."

"Well then, let's prove Spike wrong and get going", suggested Snips. The two were on their way to the everfree forest.

Twilight was reading over a book, as Spike entered the library to speak to her.

"Twilight, we may have a bit of a problem."

"What is it?" Twilight asked.

"I think Snips and Snails might be bringing in an Ursa Major for Trixie to vanquish it", he answered.

"What?!" Twilight shrieked, shocked at hearing this. "We need to get those two featherheads before its too late."

Spike jumped on Twilight's back, as she trotted fast.

Unfortunately, Snips and Snails were already in The Everfree Forest, entering a cave as they got further into the forest. They couldn't see anything while in the dark.

"I don't think I can see anything with everything being so dark", Snips pointed out.

"Hang on", Snails answered. He lit his horn up, not to do magic, but as a simple light. In front of them however, was an Ursa Major. He roared at them in a snarling voice.

"Run!" Snips screamed. The two trotted fast.

Twilight and Spike were getting further into the forest. Suddenly, they saw Snips and Snails in the distance, quickly coming closer.

"Run!" Snails screamed.

Twilight had a horrified look as she began to talk to them. "Did you two seriously bring an Ursa Major with you?"

"Yep", Snails answered. "Trixie's gonna vanquish it."

Just then, the Ursa Major got closer, and roared at them. Twilight, Spike, Snips and Snails ran fast, with the Ursa Major on their tail.

Snips and Snails knocked on Trixie's door. "Trixie!" they yelled in unison.

Trixie gave an angered look at them. "What do you two want Trixie for now?" she asked.

"We have a problem", Snips answered. The duo pointed to an Ursa Major, licking his lips at Trixie. Trixie screamed in terror, and dashed off, Snips and Snails followed behind.

Meanwhile, Twilight and Spike were on their way to the library.

"Why are we going to the library, Twilight?" he asked. "We need to stop that thing."

"I just need to do something first, Spike", she replied.

The Ursa's crashing footsteps caused all of Ponyville to wake up. The got out of their homes, with a blank expression, as they were shocked as to what was before their eyes. The Ursa Major crushed Trixie's cart, and home.

Trixie gave a horrified look. "My... shelter."

"Quick, Trixie", Snips asked. "Get it out of here".

"Uh, alright", Trixie replied nervously.

Trixie levitated a nearby curtain, and tried wrapping the Ursa Major with it. The Ursa bit the curtains off in one bite, and have a glare at Trixie.

"C'mon, Trixie", Snips asked annoyed.

"Vanquish it already!" Snips requested.

"Uh... okay", Trixie said nervously. She lit her horn up to try to make food come out of the Ursa's ears. She caused a piece of hay to come out. The Ursa flicked it away angrily.

"Boo!" Snips and Snails yelled at Trixie.

Trixie lit her horn again, and tried levitating the Ursa to spin him. Using all of her energy, Trixie levitated the Ursa Major. Just then, Trixie's horn stopped glowing, and she collapsed to the ground under all of her energy used. The Ursa Major dropped to the ground also slightly injured. He opened his mouth to snap Trixie. Trixie turned around and bucked the Ursa in the face, as he bit her tail, causing both to be injured.

Snips and Snails smiled. The Ursa was wiping the mark off his face.

"Alright Trixie!" Snips cheered.

"Now finish him off", Snails requested.

Trixie sighed. "I can't." Snips and Snails gasped for a moment. "Well, I can't. Noone can vanquish an Ursa Major. I just... made it up."

"Made it up?!" shrieked Snips and Snails.

The Ursa growled at Trixie, and lunged at her. Trixie jumped out of the way, causing the Ursa to crash to the ground.

Suddenly, Twilight appeared, with Spike and a book. The Ursa Major turned his focus away from Trixie and onto Twilight. Twilight lit her horn up, and teleported. Before it could have the chance to find Twilight, she was already on top of it. Twilight lit her horn up, and focused it on the Ursa, charging up her energy.

For some reason, it was practically paralyzing the Ursa in position. The body of the Ursa had a glow surrounding it, Eventually, the Ursa regained the ability to move. Instead, it lay still. Twilight fell on his back from the tiring work, but luckily managed to regain energy.

The Ursa Major walked over to Trixie, licking her affectionately.

"C'mon, Ursy", Twilight called.

"Ursy?" Spike wondered.

Twilight pointed forward, as the Ursa Major and her ran back to The Everfree Forest.

Twilight came back moments later. The ponies of Ponyville that had woken up cheered for her. Trixie gave an envious look.

"Wow, Twilight". Spike was delighted. "What was that spell?"

"Animal taming spell", she answered. "It'll wear off in twenty-four hours, but the Ursa is under my control, so I brought it back to its cave".

"So, it is possible to vanquish an Ursa Major?" Spike pondered.

"That wasn't an Ursa Major", Twilight replied. "That was just a baby. An Ursa Minor."

Trixie was shocked. "Just a baby?"

"And he's not that bad once you get to know him", Twilight replied. "He's actually pretty nice. He was just cranky because some fillies woke him up." Twilight pointed at Snips and Snails, who giggled nervously.

Rainbow Dash laughed at Trixie. "Hah, I knew Twilight would beat you. Great and Powerful my hoof".

Trixie gave a glare. "Haven't you ponies ever heard of a show?"

"Huh?" the ponies all pondered in unison.

"I'm just a performer", Trixie added. "And you ponies fell for it. I tried stopping the Ursa too." She looked at Snips and Snails. "And if it wasn't for these hooligans, I wouldn't lose my home. Now I have to gain money to build another cart."

The ponies gave a sympathethic look. Twilight put her hoof around Trixie.

Twilight sighed. "Listen Trixie, we're sorry."

"Yeah", Rainbow Dash agreed. "I guess we were just so angry with your showmare behaviour."

"And I always like ponies that give me free cupcakes", said Pinkie Pie.

"Do you accept our humblest apologies?" requested Rarity.

Trixie glared and pushed Twilight away. "No. Trixie never forgives. You ponyvillians will soon pay for your insolense, as you tremble to the might of the great and powerful, Trixie!"

With that, Trixie caused a cloud of smoke to appear. As it cleared, she trotted away. The ponies gave a guilty look.

"Maybe we went too far", thought Rainbow Dash.

"At least we're saved", Twilight answered.

Snips and Snails slowly crept away. Spike appeared in front of them.

"Where do you think you two are going?" Spike asked suspiciously.

Snips and Snails trembled to the ground. "We deserve whatever punishment you give us", noted Snails.

"For starters, you can clean up Trixie's cart", Twilight said.

"Of course", Snips said.

"Next, I want the two of you to do whatever we say", she added.

"What do you mean?" the two asked.

"For bringing an Ursa Minor into town, and nearly demolishing Ponyville, you must follow our every order the next day.

"Alright", the two said, reluctantly agreeing.

Twilight lit her horn to levitate a quill, as she dipped it in ink to write to Princess Celestia.

Dear Princess Celestia,

Today I learned that you should always think before thinking of somepony as bad. No matter how bad they may be, they may have some sort of excuse, such as being a performer. Today, we all blindly accused a showmare of being a boaster, but she was doing us a favor. And I learnt not to be so confrontational of others. If you start challenging a boaster, then you can eventually turn out to be just as bad as they are. Though some things are worth fighting for, you should take the right safety precautions first, because how good your skills are all come down to opinion in the end.

Your faithful student,

Twilight Sparkle.

Spike walked into the library. "So, do you finally think that you're the most powerful unicorn in Ponyville?"

"You can be the judge, Spike", replied Twilight. "So, uh, how did Rarity go?"

"Aw, she was too busy again", Spike replied.

Twilight lit her horn to make the moustache dissapear, and started speaking. "You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself."

"Hmm", Spike thought. "Or... Maybe the mustache wasn't enough. Maybe if I had a mustache and a beard?"

Twilight felt slightly angered. "Have you learned nothing, Spike?"

"Learned what?" he wondered.

"Ugh", she groaned.

Snips and Snails walked in.

"Your shake?" offered Snips.

Twilight smirked. "Thank you", she said, grinning.

Somewhere off in the distance, Trixie stood on a few rocks, smirking.

"One day, I will have my revenge, Twilight Sparkle", she thought to herself. "Then we shall see who is more great and powerful..."

Author's Notes:

And so, we have my rewrite of my least favorite episode in the entire show. The rest of the episodes to be rewritten are as follows.

Stare Master
Hearts and Hooves Day
MMMystery on the Friendship Express
One Bad Apple
Spike at Your Service
Just For Sidekicks
Games Ponies Play