Twilight, Applejack, and Rarity had openly declared their intentions to stay in Elixa's kingdom right in front of her, even though that wasn't part of the plan, much to Fluttershy, Pinkie Pie, and Rainbow Dash's confusion. They had also expressed much positive affection for the queen which was also quite suspicious. It seemed as though the original plan had all but gone south as far as Twi, AJ, and Rarity were concerned.

The six ponies took a walk through Elixa's royal garden where the servant were trimming and sculpting more busts, statues and topiaries of Elixa; including a Mount Rushmore-like statues with four of her heads.

AJ noticed this and commented. "Now that is the purdiest I've ever seen Elixa look. Ain't she just the bee's knees?" she said.

"What?! Yesterday you were talking about how big an ego she has and now you're drooling over a statue of her?!" said Rainbow, noticing Applejack actually drooling.

Luckily, Pinkie had a napkin for her.

Fluttershy tickled her nose on one of the bushes and was about on it when Twilight blocked her sneeze with her magic. Rarity used her magic to give Fluttershy a handkerchief.

"Careful, Fluttershy, you almost sneezed on one of Queen Elixa's beautiful topiaries," said Twilight.

"Oh, sorry," said Fluttershy.

Rarity checked to make sure no damage had been done.

"What is with you two?! We came here to solve a friendship problem and now you're worrying about a stupid topiary?!" said Rainbow Dash.

"Rainbow! Elixa's topiaries are not stupid!" shouted Rarity.

"Yeah! Elixa's topiaries are not stupid!" shouted Twilight.

"Yeah! Elixa's topiaries are not stupid!" shouted Elixa.

Rainbow and Pinkie glared at Elixa. Somehow, they could tell she had something to do with whatever was going on with AJ, Twi, and Rare.

"It was you! You did something to them, I just know it!" said Rainbow Dash, pointing to Elixa.

"I did nothing of the sort. Your friends just came to respect and appreciate the marvelous, magnificent, malevolent, magnanimous, eh...mostly good looking, Queen Elixa," Elixa said.

"Well, she did help us out with guards. She can't be all that bad," said Fluttershy.

Elixa rushed over and placed an arm around Fluttershy. "Exactly! See? Now would such a bad pony do such a heartwarming and generous thing? Let me answer that, uh...no. Only me. I mean, I'm so generous it hurts, ohh, right in the gut right there! Wowee! My kindhearted nature did a number on me there," she said.

"Geez, she talks almost as much as me," Pinkie said to Rainbow.

"Yeah. And I thought Trixie had a big ego," said Rainbow Dash.

Twilight, Applejack, and Rarity on the other hoof thought her comments were very funny, very much so, to point of almost uncontrollable laughter until Elixa waved her hoof, making them stop.

"Listen, Elixia has been nothing but kind to us since we got here. The least we can do is return the favor," said Applejack.

"Plus, why would ever want to leave such a beautiful castle ruled by such a benevolent queen?" said Rarity.

"You wouldn't," Elixa said.

"Listen guys, I thought things were funny at first, but Elixa and I talked and she seems on the up and up, so we really don't have anything to worry about," said Twilight.

"Well, if you say we have nothing to worry about Twilight, then it's OK with us," said Fluttershy.

Rainbow and Pinkie were still a little incredulous, but Fluttershy assured her friends and Elixa that they were fine.

"Hey, I have a wild idea, how bout we go into the castle and admire my portraits?" Elixa asked.

Fluttershy, Pinkie, and Rainbow declined the offer, but Twilight, Rarity, and Applejack were more than happy to accept, complimenting Elixa as they accompanied her inside,

"There's something I don't trust about her," said Rainbow.

"Me either, wild ideas are my shtick," said Pinkie.

"Fluttershy, are you sure we can trust Elixa?" Rainbow asked.

"Oh, well, not really. I was just saying that to keep Elixa from getting suspicious. I mean, Twilight and the others are acting pretty weird. Rarity, I almost couldn't tell, but Applejack and especially Twilight didn't seem like themselves," said Fluttershy.

Rainbow and Pinkie nodded in agreement. Something was definitely up with their friends and they knew they needed to get to the bottom of it. And the answer was probably somewhere in the castle. But from their experience from last night, they also knew they would have to careful. Elixa had more than a hoof full of guards and more of them were probably gonna be gunning for them just like before.

"Alright listen up you guys! Obviously, Twilight, Applejack, and Rarity won't be able to help us, so it's up to figure out exactly what is going on," said Rainbow.

"And I know just how to do it," said Pinkie.

Pinkie grabbed both Rainbow and Fluttershy and took them behind the castle. After making sure no one was around, she pulled an army tent down from the sky and she, Rainbow, and Fluttershy were in army uniforms. Pinkie stood in front of a chalkboard as Rainbow and Fluttershy sat at a table in front of her.

"OK, here's the plan; Fluttershy will send a small group of mice to infiltrate Elixa's throne room and tie her up and then we interrogate her for answers," said Pinkie.

"I don't think Elixa is the kind of pony to let mice roam around her castle," said Rainbow.

"And I could never put cute little mice in such danger," said Fluttershy.

"OK...oh! How bout this; we tell Elixa that she has won an all expense paid trip to Manehatten to see the Juggling Polar Bears to get her and most of her guards out of the castle!" Pinkie suggested.

"Oh...that's good, but don't we usually take the Friendship Express to Manehatten?" Fluttershy said.

"And I'm not a big expert on Manehatten shows, but I'm pretty sure don't have juggling polar bears," said Rainbow Dash.

"No, but it would so cool if they did!" said Pinkie.

"Also, polar bears wouldn't survive in Manehatten. They are native to the Arctic Circle and can only survive in temperatures of up to -34 degrees Fahrenheit, which is -29 degrees Celsius," Fluttershy said.

"OK then, how bout this? We tell Elixa that the castle is infested with termites and tha she needs to leave the castle right away!" Pinkie suggested.

"Good, but again, Elixa doesn't seem like she would allow termites in her castle," said Rainbow.

Pinkie slumped her head down in annoyance. "Well does anyone else have a better plan?" she asked.

Rainbow flew over to Pinkie, lifted her up, and sat her next to Fluttershy. "Yeah, I do. We're gonna search for clues like we did last night, only this time, we're gonna stay together instead of splitting up," she said.

"But won't we cover more ground if we split up?" asked Fluttershy.

"Yeah, but if we're all together, there's a less chance of use getting caught. This way, we'll all have eyes in the back of our heads," said Rainbow.

"You know, I've always wondered what that would like. Being able to see in front and in back of me would be so awesome!" exclaimed Pinkie.

Rainbow Dash just rolled her eyes and then facehoofed before going back to the garden where Twilight, Applejack, Rarity; along with Elixa were talking to one of the servants who had finished making yet another statue of her.

Elixa examined the newly made statue thoroughly. "Good...great...spectacular!" she said.

"Really?" the servant said.

"No, honey, I'm just humoring you, it's terrible. Make it more fabulous, like me," said Elixa.

Absolutely, Queen Elixa

As you wish, Queen Elixa

Just then, the servant began to have a feeling of woosiness. "What? Huh? Where...am I?" the servant said wearily.

"Boy, who knew sculpting could exhaust a pony, huh? Twilight, Applejack, Rarity; why don't you take him into castle and get him a drink," Elixa said with a subtle wink.

"Of course, Queen Elixa," said Twilight.

"Yes, Queen Elixa," said Rarity.

"As you wish, Queen Elixa," said Applejack.

Rainbow Dash rubbed her chin in suspicion as all three of the ponies escorted the servant into the castle.


Just like last night, Rainbow, Pinkie, and Fluttershy waited until late in the night before going out to search. Rainbow Dash cracked her door open and checked for any guards. For right now, the coast was clear. She knocked on Pinkie and Fluttershy's doors and the three ponies met out in the hall.

"OK, so the plan is we stick together and keep an eye out for any guards. And most importantly, we only talk if one of us sees them, so for the most part, we have to make sure to keep quiet. Right, Pinkie Pie?" Rainbow said, giving Pinkie the lazy eye.

Pinkie imitated zipping her mouth, then locking it with a key, placing the key in a tiny safe, locking the safe, putting the small safe in a bigger safe, locking the safe, tying a rope around it, then hanging the safe in the air, and building a moat under the safe.

"I think that means she understands," said Fluttershy.

Pinkie nodded to confirm.

"Yeah...anyway, let's get going," said Rainbow Dash.

The three ponies stayed close as made their way through the halls. Rainbow looked to the front while Fluttershy and Pinkie kept an eye out from behind. Rainbow decided it would be best to start their search from the bottom and work their way up, so the group headed down to the first floor of the castle where they spotted Elixa with two guards.

"Is everything in order?" Elixa asked.

"Yes, Queen Elixa. Everything is in order and the situation is under control...you nightly seaweed wrap has just been prepared," one of the guards said.

Elixa jumped up and down like a schoolpony. "Yay! If there's one thing a queen doesn't need, it's saggy skin. I mean just imagine it; you're sitting on your throne one day and all of a sudden, BOOM! You're skin sags all over the ground. Ewwwww," she said.

You have beautiful skin, Queen Elixa

The most beautiful skin in the world

Our skin doesn't even compare to yours

Suddenly, one of the servants started to get a headache, much to Elixa's annoyance.

"Wh-wh-wha-what is...going...on..." the guard said.

"Oh brother, not again. You two know what to do, get him a drink," Elixa said casually.

At Elixa's command, the other guards escorted the first one away in the direction of where Rainbow, Fluttershy, and Pinkie were standing. The group quickly hid underneath a nearby table.

"Let's follow them," said Rainbow.

"How come?" asked Pinkie.

"Have you ever noticed that every time someone gets woosy and or has a headache, Elixa tells the to 'go get a drink?'" Rainbow asked.

"Hmmmm...no," said Pinkie.

Rainbow sighed in annoyance. "Well I have. I noticed it when we were having dinner last night and earlier today in the garden," said Rainbow.

"Come to think of it, yesterday, when I was with a guard feeding Elixa's pet alligators, who are super cute by the way, he did start acting a little funny and after she noticed, she told the two guards she had with her to take him to get a drink," said Fluttershy.

"Actually, now that you mention it, when I was telling a knock knock joke to one of the guards, he did seem like he had a major ache in the head. I took him to see Elixa about it and she told the other guards to take him to get a drink," said Pinkie.

The three ponies began to notice a pattern and quickly followed the guards to wherever they were taking the other one.


Eventually, the group followed the guards to Elixa's throne room. They hid next to the entrance so as not to be seen after the guards entered.

As one of the guards restrained the other one, the first one approached a wall next to Elixa's throne and knocked on it in a very complicated pattern.

Rainbow, Pinkie, and Fluttershy watched as the wall opened up, revealing a hidden entrance that appeared to go below the throne room.

The two guards escorted the other one down the corridor before the wall closed behind them.

Rainbow rushed over to the wall and knocked on it, trying to figure the pattern to open it, but couldn't get it. Eventually, she kicked the wall in frustration. "Gah! It's no use!" she said.

"I'm sure you'll figure it out," said Fluttershy.

"It's not like simply unlocking a door with a key," said Rainbow Dash.

Just then, to Rainbow and Fluttershy's surprise, the wall opened up again. Pinkie stood next it, smiling.

"Well? You guys coming or what?" Pinkie asked.

"Pinkie, how did you do that?" asked Rainbow Dash.

"I just memorized the pattern, silly," said Pinkie.

"Nice work, Pinkie," said Fluttershy.

And with that, the group headed down, not knowing what they would find.


It was a bit of a long way down the dark winding staircase, but eventually, the group made it down to the bottom into what appeared to be a cave that lead straight forward from where they stood. Fluttershy attempted to cower away, but Rainbow Dash grabbed her by the tail before she could leave.

The three ponies walked down the cave, not a sound to be hear until they approached the end where the saw the guards sitting the third one in a chair in the middle of a small room. Surrounding the seated guard were three shelves upon which sat hundreds and hundred of tiny circular vial's of red liquids.

"What are those things?" asked Fluttershy.

"I think they're...potions," said Rainbow Dash.

The woosy guard gingerly sat as one of the other guards took a vial from one of the shelves.

"Ugh...my head hurts," the guard said.

"It's OK, this will make you feel all better," the other guard said as he opened the vial and made the other guard drink it.

Suddenly, the seated guard felt a strange sensation in his body and soon, his headache was gone. Then, he froze.

The second guard approached him. "Now, who is our supreme queen?" he asked.

Queen Elixa, the greatest, kindest and most generous queen in all of Equestria

"And most beautiful, don't forget. But how could you? I mean look at me," said voice coming from behind the three ponies.

They turned around to find Elixia standing behind them, now with a red stripe running down her hair.

As she walked past them, she pulled back her robe to reveal her cutie mark which was a vile of potion. With a sinister smile on her face, she stood in front of the three ponies as her three guards walked up to her.

All hail Queen Elixa

All hail Queen Elixa

All hail Queen Elixa

All hail Queen Elixa