It is nighttime in Equestria. Most ponies in Ponyville are sleeping, preparing for a big day tomorrow...in this case the end of winter! The ponies had been having a great year so far, especially with Twilight and her group's trip to the Human Realm, defeating the Dazzlings, Fafnir and their allies. It was a risk, especially with the alien paranoid thing happening because of the battle with the Decepticons, but after the event is over, relationships between the Humans of the Equestria Girls world and the ponies of Equestria Prime are improving.

Twilight heads out on the balcony, as if preparing to go out to do something. But she looks embarrassed and come inside. Ben, who was still up while making a schedule for tomorrow, looks up, commenting, "Forgetting that it's too early for Winter Wrap-Up, Twiley?"

"Yeah. Bad habit,” Twilight said sheepishly. "I am a bit excited. I have been looking forward to this all year."

"Yeah, you're lucky after the events in the Human Realm that you are alive to see it!"

"Hee hee; I know. Being the Princess of Friendship, I can oversee this. Now, you remember the biggest rule, right?"

"Yeah, do it the traditional way, no magic." Ben remarks, rolling his eyes while chuckling. "Twilight, relax. I have promised that I wouldn't use my Triforce powers to help with the cleaning up of winter. I wouldn't break it down and ruin things."

"I did notice something: you haven't decided on what part of the Winter Wrap-Up to do yet." Twilight said in realization.

It's true. Every winter since his return, Ben had yet to decide as to how to help out in the Winter Wrap-Up. The truth is, he hasn't decided on what to do yet and just stay out of it; Though the prince felt like that he should try to help out in this.

"I didn't think of anything until now." Ben said to Twilight with a shrug. "Perhaps I should do what you do: check things off."

"Well, I would appreciate it...but I am fine on my own." Twilight admits to her love in concern. "Why don't you just did I was used to? Try out the other activities in the Winter Wrap-Up and see what you could do."

"Seriously; you tried that and each attempt ended up in disaster."

"Well, I am normally used to using my magic. You're just an Earth Pony by birth. I'm sure you can try something."

Ben pauses as Twilight left to get undressed to get back to bed. The Alicorn is right. Ben could try what he could do. After all, he is an Earth Pony...with magic and can fly. Ben could try not to use his powers to help out and see which one can suit him better.

After all, Ben hasn't forgotten his promise before and he won't this time.

-------------

In the hideout of Lorcan's former followers, the minions are doing their own thing. The Diamond Dogs are training their boys, Gilda is lying on her back ignoring, Film and Flam are making more weapons, and Trixie is elsewhere working with the Apocalypse Ponies at the moment. Of course, the main bosses of this group are in Boris's room, discussing some plans.

"Soooo....I heard that Winter Wrap-Up is coming." Bocolix said to Boris with a smile. "Shall we participate?"

"Yeah, Ponyville trust us now!" Dumbledore exclaims with a stupid laugh.

"Boys, tomorrow is Winter Wrap-Up...and you know what that means." Boris said to his boys who gave him confused looks. Sighing in annoyance, he continues, "Ben is once again staying out...but I've heard that there's a possibility of him doing so."

"How did you know?"

"Because Chase, who you know as the Shadow Dragon, told me so himself after Ben's return from the Human Realm during that incident with the Dazzlings themselves. He wants to help out in the Winter Wrap-Up but doesn't know what to do."

"Uhhhh..." Bocolix said, blinking his eyes. "I don't get it."

"Moron. It's tradition that magic isn't used during the thing." Boris explains to Bocolix clearly while nodding. "You see, this is our chance to make Ben look bad in front of Twilight...and wreck that Earth Filth of a town!"

"I thought you decided that Trixie is your queen, not Twilight!" Dumbledore exclaims to Boris in confusion. After the incident when the boss was controlled by Twilight Moon, the minions thought that Boris and Trixie is a thing now.

"Yes, but I still got something for Twilight. Anyway, if we play our cards right..."

"Oh, I see! We get a Royal Decree!"

Boris rolls his eyes at what Dumbledore said. He corrects him, "Royal Flush, Dumbledore. Now then, we must be going. Tomorrow is the night that will never be forgotten..."

------------------------

Morning has come to Equestria. The ponies of Ponyville gather around the Town Hall, preparing for the Winter Wrap-Up as they do every year. This time, Twilight and Ben are with the mayor, talking in front of the waiting ponies.

"Okay, ponies, it's time now for the Winter Wrap-Up!" Mayor Mare exclaims to the crowd who cheers on eagerly. "Now then, you all got your jobs, tasks and what to do. Princess Twilight Sparkle will make sure things are organized."

"Yep! Also, the prince Ben will be participating in the activities. He will try to find something that he can help out with!" Twilight exclaims, making the crowd cheer. Ben stood proudly. "So make him feel welcome."

"Uh, excuse me? Twilight," Sunset, the one who used to live in the Human Realm until the EP version of herself stranded her, spoke as she wave a hoof. "I am actually new at this and haven't got an assignment yet."

"Oh. Well, just go with Ben. Figure out what to do. That can help you out."

"And Flash Sentry will assist." Ben said as Flash flew in, landing near his best friend with a grin. "I'm sure we both can find some job for us to do."

Sunset smiled. Perhaps her friends could help her out with this.

"Okay, ponies! Time to begin...and have fun," Mayor Mare exclaims. The ponies cheer on as they head off to do their assigned tasks.

---------------

Soon, Twilight took Ben, Sunset and Flash with her, wanting to help look for what they could do for Winter Wrap-Up.

"Thanks for giving me a chance, Twilight." Sunset said to Twilight with a smile. "I hope that I am not a bother."

"No problem, Sunset. Your pony self did help me and Ben saved your world from Fafnir, the Decepticons and the Dazzlings." Twilight explained to Sunset with a giggle.

"I hope you don't mind staying here longer." Ben said in concern, sensing that Sunset hasn't decided to go back home yet.

"Oh, to be honest, I don't mind being a resident here. After all, I don't want my pony self to be taken away from her friends, old and new, especially since everyone is starting to warm up to her from what you told me." Sunset said to the two with a smile.

"Then Nyx would love to have you here longer." Twilight said happily.

"Hey Twilight," Rainbow exclaimed, flying down.

"Rainbow, how are things with the weather?" Twilight asked Rainbow with a grin.

"All organized and ready, Princess Egghead!" Rainbow crowed a bit, making Twilight giggle a bit.

"Well, I need something to do: all right if I tag along?" Flash asked with a grin, showing his wings. "I am a Pegasus too."

"Why, of course you can tag along, Flash!" Rainbow said in delight, "The more wings, the better!"

With that said, Flash flew up. Ben smiled as he prepares to tag along, saying, "Hey, wait up!"

"Uh, Ben," Twilight spoke up awkwardly, stopping Ben. "You don't fly naturally."

"Yeah? So?" Ben asked, not sure what Twilight meant at first.

"And the only way you could fly is with your Triforce powers...and you did remember what I said about using magic, right?" Twilight reminded Ben of his promise not to use magic to help out in the Winter Wrap-Up.

"Ohh, that's right." Ben said, realizing what his marefriend just reminded him about.

"No problem. We will fill ya in on what ya miss." Rainbow said, winking an eye as the Pegasus ponies flew off. "Later!"

Ben sighed a bit. He spoke up, "I wonder why ponies don't use magic in Ponyville."

"Tradition, of course; And who am I to go against it?" Twilight asked Ben with a shrug. "You could try the nests though."

"Great idea," Sunset said thoughtfully.

The trio headed over to the area where Rarity and her team are working on nests for the birds. The white unicorn smiled as she put one away, saying, "Ta-da! A nice piece of work if moi say so myself."

"I thought magic isn't supposed to be used." Sunset said, noticing how Rarity is using her own magic to help make nests.

"True, but this is an exception. She is using it to make nests." Twilight explains clearly to Sunset as to why Rarity is allowed to use her magic: to make nests.

"Oh! Then perhaps I could give it a try." Sunset said with a smile.

"Yeah, me too," Ben said nervously.

"Well, sit on down, and have a nest." Rarity said as Sunset and Ben sat down. "Now then, you know these nests are for the birds being guided back from the south, correct?"

"I didn't, I'm new here." Sunset explains nervously to Rarity. "Also, I am not experienced in magic like you are yet."

"No problem. Making magic is like falling off a bike. If you fall off, just get back on, darling!" Rarity explained proudly to Sunset while showing her how the nest making is done.

"Oh, yeah; just like when you taught Nyx back when you first met her." Ben said, recalling when Twilight and Nyx told him everything about when the black filly first arrived in Ponyville, but not publicly known yet.

"Of course, I haven't ridden a bike myself, but still." Rarity giggled a bit as Sunset and Ben works on their nests. "Twilight was a wreck when she tried this."

"Yeah, my nest looked like an outhouse." Twilight said, blushing in embarrassment. "I would never forget that."

Ben chuckled in amusement at this.

"Hmm..." Sunset said as she looked at the nest she was going to make, "You know, despite that I never used magic, I think I remember making up a nest in arts and crafts class some time ago back in my world, way before I was stranded."

The two mares watched on a bit. They wondered if Sunset would succeed even when she's a pony now.

"So what do you think?" Sunset asked when she was done. The two mares look impressed. Her nest looked like a dream.

"Fantastico," Rarity spoke in an Italian-like tone of voice. "You are definitely a marvel, Sunset!"

"Thanks." Sunset said, blushing proudly.

"So how about you, Ben," Twilight asked Ben curiously.

"How's this?" Ben asked as he shows off his creation...which looked like a mini-treehouse.

"Uh, well...nice...but not what we're going for." Twilight said awkwardly to Ben. "It's supposed to be a nest, not a tree house."

"Oh...well...in case of tradition...we could at least give something for the birds to use, right?" Ben asked, feeling sheepish for what he did.

"But it's too small and not nest-worthy." Rarity insisted as she quickly took the tree house-shaped nest and begins to tear it apart. "Honestly, Ben, didn't you take arts and crafts at school?"

"I couldn't. I was busy being shy and being bullied by Boris the Animal." Ben said bitterly to Rarity, being reminded of his colt days.

"Oh, right." Rarity said sheepishly, "Sorry I asked."

"IT'S JUST BORIS!" A familiar voice snapped angrily.

The ponies look around, but found no sign of the one who yelled. Sunset asked nervously, "Did you hear that?"

"I don't know...and I don't want to know." Ben said in concern and worry.

-----------

Boris grumbled as Dumbledore covered his mouth. The villain had reacted angrily to what Ben had called him a few seconds ago.

"Get off me!" Boris hissed as he forced Dumbledore off of him. "What's the big deal?!"

"Boss, I may be dumb, but I don't think it's a good idea for you to almost reveal us like that." Bocolix said to Boris in worry. Their boss's bad reaction to being called 'Boris the Animal' almost gave the three villains away.

"Yeah, you don't wanna get us busted, do you?" Dumbledore asked in concern.

"Fine, fine, right; Okay, I need a plan to get closer in my plan." Boris said to his boys thoughtfully.

"Uh, how," Bocolix asked while scratching his mane.

"Boys, you must remember, I am the brains, you are the everything else." Boris said to his men with a devilish smirk.

"Oooooh," The two nitwits said with a nod.

"You two got no idea what I meant, do you?" Boris asked Bocolix and Dumbledore dryly, not really needing an answer. They shook their heads in reply, meaning 'no'. "I thought not. Look, just walk this way."

Boris then walked off in an odd matter. Bocolix and Dumbledore looked at each other, shrugged, and then imitated Boris's way of walking as they followed him.

-------------------------

"Okay, so nest building isn't for you, Ben." Twilight said as she and Ben continued heading through Ponyville. Nyx, Spike and Phobos, after getting some snacks at Sugarcube Corner, joined the two in helping Ben. "But I think Pinkie could help."

"Oh, sure, right," Spike remarked in amusement while licking his cone. "Like how you did on your first time?"

"Hey, I never said that I was an expert on skates, Spike!" Twilight exclaims to Spike in embarrassment.

"I think I recall seeing that when I was the Demon Pony." Ben said with a thoughtful smile. "I was hiding, of course."

"Ha ha! And Twilight slipped and fell on her flank!" Spike exclaimed with a laugh.

"Shut up, Spike." Twilight said dryly in embarrassment.

The group reached the pond where Pinkie is at work: scoring the ice so that it would melt more easily when the Weather Team Pegasi would clear away the clouds.

"Pinkie; Pinkie!" Twilight called out to Pinkie who doesn't seem to hear her, "Pinkie!"

"Right here, Twilight." Pinkie said as she popped in next to Twilight's group, startling them. "Why are you shouting?"

"We were calling out to you." Ben replied as he recovered.

"Okie dokie lokie," Pinkie exclaimed happily. "Walk this way!"

Pinkie bounced back to the lake. Phobos smirked as he imitated her bouncing...only to fall into some deep snow.

"No worries, folks, not all of us are doing that joke!" Nyx exclaimed to the camera as the others just follow Pinkie normally.

"Twiley, Twiley/Twilight; Twilight," A couple familiar young voices called out excitedly, getting Twilight's group and Pinkie's attention. It was a group of foals at a bush, including a familiar fun trio, calling out while waving to her, Ben and Nyx.

Nyx smiled in delight as she recognized them all while exclaiming their names in order, "Jakk Checkers! Colby Lollygagger! Matelda! Truffle Shuffle! Sun Glimmer! Archer! First Base! Aquamarine! Cotton Cloudy! Button! Rumble! Zippoorwhill!" The little foals Nyx mentioned were all jumping up and down eagerly while calling out to Twilight- except for Colby, who was standing and waving, while Zippoorwhill was waving as well, yet she was hovering while calling out Twilight's name.

"Well, there you are!" Twilight said happily on recognizing the foals, "I was wondering."

"Okay, so you wanna do ice skating?" Pinkie asked Ben, surprising him. "Come on! That's why you're here, right?"

"Right, how did you know?" Ben asked Pinkie curiously.

"Happened to Twilight; Landed right on her flank and into a snow bank," Pinkie explained happily to Twilight, making her frown a bit. "Okay! It's easy, just watch an expert!"

Pinkie skated around, doing the scoring a bit as the others watch.

"See? Easy, huh," Pinkie asked Ben with a smile.

"Yeah, for you...but I don't know how to ice skate." Ben said to Pinkie nervously.

"Come on, daddy, we will help you." Nyx said to Ben with a grin.

"Yeah, Nyx did help me out before, and I got the hang of it ever since." Twilight said with a smile.

Ben hesitated and decided to give it a try. The stallion managed to find skates in his size before he got up and tried to skate across...but slipped on his stomach, sliding around a few times before stopping.

Pinkie slid forward, smiling as she asked, "Some fun, hey Benny?"

Ben groaned before he nodded with a smile as he said a bit unenthusiastically, "Yeah."

"All right, get up, like this." Twilight said to Ben with a smile.

Twilight then slid some more to demonstrate to Ben. The stallion nodded as he tried to get up...only to slip and land on his stomach again. Ben tried to get up again, but then slipped back down. So the brown pony tried getting up slowly, doing well at first.

But then, Ben slipped and fell down once more. The others laughed with Pinkie asking, "What is this; My Little Pony or Bambi?"

"Yeah, that's funny!" Nyx agreed while giggling cutely with the other foals watching this laughing.

Twilight giggled as she got ready to help Ben, saying, "All right, we'll help you out."

Spike slid up to to Ben to help him out. He got his back legs up a bit. Once he's done, the baby Dragon slid to the front and lifted Ben's help up before helping him get his front legs up, one at a time.

"Kinda wobbly, aren't ya?" Spike asked while fixing the legs. Suddenly, Ben slipped a bit, startling him, "Hoo boy."

Spike got back to work on the legs...but Ben slipped and fell on the ice once more. Luckily, the Dragon got out of the way in time. Spike cleared his throat as he helped work on the legs again, starting with the front and back.

Ben slipped backwards a bit then yelped as his back legs got winded together. He looked back with Pinkie speaking, "You gotta watch both ends at the same time."

Nyx skated to behind Ben's back legs before she remarked to him, "I guess you better unwind it."

"Come on, kids, let's help get Benny to his feet!" Phobos exclaims to the other foals with a mischievous smile.

"Here we come, Benny!" Jakk said as he, Colby, Matelda and the rest, all wearing skates, joined Nyx on the ice and helped Nyx and Phobos unwind Ben's back legs.

"There you go, Ben." Matelda said with a smile as she, Zippoorwhill, Cotton Cloudy and Aquamarine helped Ben stand upright on the ice.

"Now push!" Twilight exclaimed. Then, everyone began to push Ben forward on the ice. The Earth Pony gulped, hoping that he wouldn't fall.

Once they're certain that Ben can moves, the ponies and Dragons slid with him...only for the prince to slip and knock into the group. They all screamed as they hit a snow bank.

The gang and the watching foals got out of the snow, shaking the stuff off themselves. Pinkie giggled, "If I didn't know any better, I say we did a reference to a Disney movie!"

"Yeah, that was fun!" Nyx said as she and the other foals laughed, actually liking how they all slid into the snow like that.

"Right...but I don't think you're ready for this task, Ben." Twilight said to Ben sheepishly.

"You think?" Ben asked sarcastically as he spat some snow out.

-----------------

Boris and his Enforcers were seen spying on the gang as they appeared to have been magically changed from Alicorns into just two unicorns & Pegasus pony workers. Even Boxco & Dum Dum look like they were wearing silly mustache & beard disguises along with sunglasses.

"Boss, why are we stage crew?" Boxco asked off the question here.

"Yeah, I don't get it at all." Dum Dum questions this as it bother him.

"Dolts; I asked you both to change into your old selves and made myself look like another pony." Boris scolds his boys to understand the plot of this operation.

"But why these disguises then?" Dum Dum asked a dumb question here.

"Yeah, why change into our old selves?" Boxco questioned this method.

"So to keep your Alicorn transformation a secret if we get caught. Otherwise, if they know Dumbledore & Bocolix are you two, we'll lose gaining intel." Boris explained the case for even these two simpletons to get: if they are caught, no one must learn that the Enforcers Dumbledore & Bocolix, those that help the Sparkle Family in the past, are really Dum Dum & Boxco of his crew.

"Oh, that makes sense." The two stallions responded in getting the idea now as it makes sense; especially since it be hard to deal with the situation of those that were enemies now friends, and enemies; ehh...it just be too complicated to think about.

"Since they never expect a double magical disguise stunt, it shall serve right if this goes wrong. Now come along!" Boris silently whispered what he's done to insure that if some spell removes their magic disguises, at least his Devil Form will be seen and his two muscle-head members will not reveal their true forms since it's meant to be a secret.

Without arguing, Boris and his stooges quickly get out of sight; Looks like they'll be playing as those of the average ponies during this Winter Disaster event; And one can only guess what sorta trouble Boris will play out in this situation...

-----------------------------------

Pinkamena is helping out along with Golden Heart, Jack Zen, Omega, Autumn Gem, and Sombra (while Havis and Hikari are guarding off sight, and Gold Wing and Golden Moon are enjoying their time together). But the moment of peace was brought to question by...a strange sense.

"Hmmmm, my senses are going off. Might be trouble is going down, and evil is planning something. Pinkamena responded to say as her senses were going off and she looks around to see what was up while nothing is seen.

The others stop what they are doing and look at the pink pony in hearing such claims that worry them a little.

"Who is it, little sister?" Golden Heart was the first to ask the question.

"Well....what my senses are saying are...There is two false Alicorns and one devil-like Alicorn pony. And I fear they plan to make Ben look bad!" Pinkamena thought hard in determining what her senses were telling her about what was coming.

"We best be on alert then." Golden Heart suggested this out of sheer caution.

"That may not help, they might be in disguises. But I think its best you and the others meet up with Twilight and the others along with Ben." Pinkamena shook her head in making a different debate on the subject of what they gotta do.

"What is it you plan to do?" Autumn Gem asked in concerns of what the pink pony is gonna do from here.

"Well I know they have not seen any of us besides the two false seeing Omega. But you know what I am saying, and also to be careful, all of you be safe now." Pinkamena shrug off to say this simple answer off over the question while giving her concerns for her group.

Everyone in Goldie's group nod their heads in agreement to that. And now Pinkamena heads off and slowly slips into the forest, there she magically brings forth her armor to be worn just as she moves. She moves within the shadows and brings out a strange recorder device to hold.

"Before I act, I will record what they are doing here, and plan ahead. So I can clear Ben's name if needed and then I will act. And boy, will they be sorry for what they gone and done then." Pinkamena spoke her words to herself of her thoughts on the subject, if need be.

Now the pink pony vanishes into the forest to do some secret movement at this time...

Author's Notes:

Boris and his pals arrived. What will they be doing? In the next chapter, as Ben continues looking for something to help out in the Winter Wrap-Up, he reunites with his old friend Brave Heart who arrive to help, and meets up with a lazy yet crazy and rude Wild Maniac near Applejack's Farm. Ben recognized him as hero since the previous Equestria Girls Adventure. Read, review and suggest!

Ben's attempt at skating is a reference to a scene in 'Bambi' with Thumper trying to help the deer in question ice skate.