The secret of Elixa's empire had been revealed. There, Rainbow Dash, Pinkie Pie, and Fluttershy stood before the false ruler of a phony kingdom. But it appeared that the tables had turned on them as Elixa had them cornered inside her secret cave.

"I just have one very important question for you three...do you like my new dye? I had it done this afternoon," said Elixa.

"Oh yes, it's very pretty," said Fluttershy.

"Fluttershy!" said Rainbow.

"It was all a trap!" said Pinkie.

"You knew we would eventually find our way down here, didn't you?" Rainbow said.

"Phillies and gentleponies, the winner for Most Intelligent Pony goes to Rainbow Dash!" said Elixa.

Very funny, Queen Elixa

Your humor is far superior to others, Queen Elixa

No one can even think to compete with you in comedy, Queen Elixa

"So you've been using potions to make these other ponies like you and do what you want them to do!" said Rainbow Dash.

"Correct again! One more and you win the grand prize!" said Elixa.

"How could you do this?" asked Fluttershy.

"Oh, it's easy. Just make about a dozens pounds of potion, purchase a few hundred vials, pour the potion into the vials, hide them in a secret cave where no one can find them, create a magic neutralization potion so no unicorns or alicorns can detect it, cetera, cetera, yadda, yadda, hay and oats, you've seen it yourself, you get the idea," said Elixa.

"No, I mean, why would you force these ponies to like you? That's not what true friendship is," said Fluttershy.

"What would you know!? You have a bunch of friends who appreciate you and whatnot! Ahem, anyway, if you're going to be a queen, you need ponies to listen to you and for that to happen, sometime, you need a little-a lot-extra push," said Elixa.

"Twilight was right, you're no queen. You're just a controlling, egomaniac," said Rainbow.

Elixa growled in anger. "I am not an egomaniac! I deserve to be admired and respected for my talents!" she shouted.

"Talent for what? Manipulating other ponies for your own self-gratification?!" said Pinkie.

"Hmph, what will be gratifying is having three new servants to admire me, as well as give me daily sponge baths," said Elixa.

The queen waved her hooves and ordered the guards to seize the three ponies, but Rainbow Dash kicked the three guards in the face, knocking them out, then grabbed Pinkie and Fluttershy to escape.

"Yeah, you ponies were worth every one bit," Elixa said sarcastically.

Several more guards awaited the three ponies in the hall, but Rainbow Dash took them all down as well as several others until they reached the exit where a dozen other guards attacked them, but luckily, Rainbow Dash was able to fend them off, enabling her, Pinkie, and Fluttershy to escape.

Elixa stormed from out of the castle along with Twilight, Applejack, and Rarity. "Follow them! Don't stop until you find them! Bring them back to me alive! And you...get my sponge bath ready," she said, pointing to a servant.

On Elixa's command, the three ponies and a number of guards followed the other three ponies to the outskirts of the castle in search of them. So far, they couldn't find a trace, but, determined not to let down their queen, they continued searching.

Unbeknown to them, Pinkie, Fluttershy, and Rainbow Dash had taken refuge in a nearby cave in the mountain region. From inside, Pinkie looked to see the guards who weren't near their location, so for the time being, they were safe.

"Whew! That was close," said Pinkie.

"Nice job, Pinkie. Who knew you carried a handy pocket shovel," said Fluttershy.

"Just one the many devices I never leave home without," said Pinkie.

Rainbow Dash however was not so relieved as she hovered back and forth in frustration.

"Rainbow Dash, what's wrong?" asked Fluttershy.

"What's wrong? What's wrong? You're really asking me what's wrong?! Oh, well let's see; our friends are being controlled by an egomaniacal pony in a castle filled to the brim with guards, only a hoofull of which are searching for us right now and we have no way of how to get them back!" Rainbow Dash shouted.

It was true that the current situation the three ponies faced was not looking in their favor to the least. This pony whom they were facing seemed just as smart as Starlight Glimmer was. Suffice to say, they would need the cleverest of plans to not only save the other ponies, but their friends as well.

"Ooh! Ooh! I got it!" Pinkie exclaimed.

"Let me guess, does it have something to do with tricking Elixa into thinking she turned into a frog so we'll be able to take the potions?" said Rainbow Dash.

"OK, maybe I don't got it," Pinkie said.

"This is serious, Pinkie! We can't just up and think outside the box! Our friends and over a dozen other ponies are counting on us!" said Rainbow Dash.

"You don't think I know that?! They're my friends too!" said Pinkie.

"Well covering Elixa in confetti and balloons is not gonna stop her," said Rainbow Dash.

Fluttershy stepped in to quell Pinkie and Rainbow's arguing. "Stop it! This is no time to argue!" she shouted.

Rainbow and Pinkie nodded in agreement. They had to figure out someway to free their friends and the other ponies from Elixa's control. The only question was how.

The three ponies spent the next hour formulating a plan. Pinkie tried hitting her head hard on a rock to get an idea. However, no matter how hard they tried, it seemed as though they could not figure out the solution to their current problem.

Twilight, Applejack, and Rarity each lead their own group of guards in their search.

At the western end of the mountain region, Rarity spotted what looked like a silhouette of Pinkie Pie and ordered the guards to go after her. They lunged forward, but soon found themselves caught in a net trap.

Rarity growled in anger before she heard familiar hopping sounds and an all too familiar giggling. She turned to see Pinkie Pie behind her, waving her butt in her face.

"Bet you can't catch me," said Pinkie before running off.

Rarity ran after her in pursuit.

Elsewhere, Applejack and her troops soon encountered Rainbow Dash who zipped past them.

"Get her!" Applejack shouted.

"Catch me if you can, slowponies!" Rainbow Dash said before flying away.

Applejack and the guards chased Dash to the edge of the mountains where she just disappeared.

Just then, they heard the sounds of horse feet clopping in the distance and went to check it out.

Applejack was about to follow when she was grabbed by the tail by Rainbow Dash and pulled away from the guards.

As for Fluttershy, she was being chased by a group of guards led by Twilight. She tried avoiding them in the forest region by zigzagging through the trees and it seemed as though she had lost them, but suddenly, Twilight teleported in front of her.

Fluttershy tried to escape, but the guards were blocking her way. "Oh, goodness," she said.

"Give it up, Fluttershy. You can't escape," said Twilight.

"No, I can't...at least not by myself," Fluttershy said before she gave a whistle.

Suddenly, a bunch of animals jumped out and attacked the guards, incapacitating them.

Furious, Twilight turned to see that Fluttershy had just disappeared.

Unknown to her, Fluttershy was hiding in the trees, shaking in fear, hoping that she wouldn't be seen.

As Applejack pursued her, Rainbow Dash proceeded to mock her.

"C'mon, Applejack, you're slower than a...a...really...slow...turtle!" said Rainbow.

Meanwhile, Pinkie and Fluttershy were keeping Rarity and Twilight occupied for as long as they could.

Fluttershy tried to get away from Twilight, but was quickly stopped by her magic.

"I've got you know, Fluttershy," said Twilight.

But Rainbow Dash, out of nowhere, came in and tackled Twilight to release Fluttershy and the two soon escaped and ran into Pinkie Pie who took out her party cannon and launched a net Twilight, stopping her as the three ran off.

After losing sight of the three mind controlled ponies, Rainbow, Pinkie, and Fluttershy stopped to catch their breaths.

"I don't know how much longer I can keep this up," said Pinkie.

"Me either," said Fluttershy.

"I'm exhausted too, but we can't let them catch us," said Rainbow.

"And they caught us," Pinkie said as Rarity, Applejack and Twilight suddenly surrounded them. "BANANA CREAM PIE IN THE HOLE!"

Pinkie pulled out three banana cream pies and threw them in the three ponies faces.

"Now!" Rainbow shouted to Fluttershy who jumped.

As Twilight, Applejack, and Rarity were wiping the cream off their faces, Fluttershy pulled out a slingshot and fired three balls of goo at their feet, trapping them.

The three ponies escaped and on Rainbow's command, the three split up again, hiding in the nearby trees.

Using her magic, Twilight freed herself and the others from the goo. "C'mon! We have to find them!" she said.

From this point out, Rainbow, Fluttershy, and Pinkie Pie used a variety of traps to outsmart their three mind-controlled friends.

Pinkie trapped Rarity in a leg rope trap; Fluttershy made Applejack fall into a hole by leading her in with an apple pie; and Rainbow Dash lead Twilight into a net.

Afterwards, the group reunited, all pretty exhausted from their efforts and at this point, they had all run out of traps. Try as they might, they wouldn't be able to hold them off forever.

Just then, they found themselves caught in a familiar purple wave of energy as Twilight, Applejack, and Rarity approached them.

"Nice try, but there's no gettin' away this time," said Applejack.

"Now you will be brought to Queen Elixa," said Rarity.

Before Twilight could get a word in, she began to feel a little...woosie. "Wh-wha-what's going on?" she said.

Her woosiness caused her to break Fluttershy, Pinkie, and Rainbow from her hold.

Soon, Applejack and Rarity began to have the same feeling, gaining tiny headaches that brought them to their knees.

"What the Sam Hill just happened?" asked Applejack.

"How in Equestria did we get here?" asked Rarity.

It seemed as though Elixa's spell had worn off. Rainbow, Pinkie, and Fluttershy's plan had worked. As Rarity, Twilight, and Rarity rubbed their heads, their three friends approached them.

"Are you guys ok?" asked Fluttershy.

"I think so. The last thing I remember is I was having dinner with Elixa then she offered me a drink and took to this underground chamber with all these potions. then she used one on me that disabled my magic, so I couldn't fight back, then she gave another potion and that's all I can remember," said Twilight.

"The same thing happened to me too," said Applejack.

"And me too," said Rarity.

Pinkie rushed over and gave all three of them a group hug. "I'm just sooooooooooooooooooooooo glad you're all back to normal," she said.

After Pinkie let them go, Rainbow walked over to them. "OK, so we got you guys back, but what are we gonna do about those other ponies?" she said.

The obvious course of action was to get to Elixa's potions and destroy them, but as Rarity pointed out earlier, Elixa was sure to hundreds or thousands of guards on hand to keep them from getting to it. Not to mention the fact that she showed to have a high degree of intelligence to the point where she was able to get an alicorn under her control.

Twilight pondered and pondered as to what to do until she came up with an idea. It may be a little risky, but if everypony played their cards right, it just might work.