Meanwhile in the school Warren, Rainbow Dash, Frank, and Sheen were facing off Speed. "Can't catch me, dorks." Speed bragged.

Frank said, "Loyalty," but missed."

As Speed was running, Sheen followed him. Ethan, Applejack, Connie, and Kiki ran to The Mad Science lab where they found Mr. Medulla's villain net and captured Lash. As they left, Ethan saw Speed coming and turned into a puddle. Sheen saw what happened and stopped. Warren threw a fireball, Frank said, "Loyalty" and

Kiki said, "Honesty" and stopped Speed.

Magenta, Betty Ann, Rarity, and Steven went to the music room. There Jack Spicer summoned his monkeys. Betty Ann said, "Generosity!" and made them wear clown suits.

Jack screamed and ran away!

Zach, Tucker, Pinkie Pie, Baymax, and Trini were in the library where they saw Max. He used his telekinesis to toss books at them, where Tucker said, "Laughter!" and tossed Halloween cakes at him.

There he ran off in terror.

Layla, Fluttershy, Bubbles, Sam, and Angel ran to the cafeteria. Numerous Pennys were following them. They said, "Aren't you going to fight back?" Layla refused because she didn't believe in violence. Sam said, "Kindness!" and worked off some Penny clones. Then the real Penny punched Layla in the face. Layla said, "Big Mistake."

There she used her plant powers and gathered All the Pennys, while Sam said, "Kindness!"

As they left with excitement, the real Penny shouted, "Don't leave us here to die, Royal Pain sabotaged the anti-gravity device. The whole school is going to fall out of the sky and we only have 10 minutes losers."

"That big dumb meanie," Fluttershy shouted in rage, "Round everyone up!"

Meanwhile, The Minions were throwing a wild party like they always do when everyone in The Xavier Apartments is out for the night. They saw Royal Pain and Will fighting on the cameras and decided to help.

In the teacher's lounge, Layla rounded everyone up and showed a map. They found the anti-gravity room, though they were afraid Royal Pain sealed all the routes. Suddenly, Kiki noticed a small that only a rat could get in. They all looked at Magenta and she said, "I'll do it."

Then Warren saw that Fluttershy has gone missing. Buttercup, Bubbles, Rainbow Dash, Layla, Sam, Frank, and Warren left to find her.

They found her being really angry at Royal Pain for trying to destroy them, so angry she charged. She accidentally bumped into Twilight and knocked Will off. Luckily, he was flying. They made Royal Pain dizzy and she fell onto the ground.

Royal Pain didn't give up, she brought out robotic doubles of The Celestian Alliance. Lilo said all of her elements and destroyed them. Now Royal Pain got really furious. She activated her Pacifier, shouted at Lilo and Lilo was helpless. Then Stitch pushed her out of the way, causing him to turn into a crystal statue.

Lilo felt extremely heartbroken. The others came to tell them they already took out the bomb, though it was the wrong time to tell them. She shedded a tear. The tear contacted all of the 6 Prism Stones turning them into The Heart of Cresselia. Suddenly, Layla eyes glow white and headed for the heart. Then the heart formed a tiara and Layla puts it on.

Finally, her outfit changed into a long green dress and her hair turned into curls.

"It's Layla!" Magenta shouted.

"She's the wielder of the heart!" Ethan shouted.

"She looks exactly like Rose Quartz," Lilo comments

"Rose Quartz," Royal Pain groaned, "She's always Starswirl's favorite. She makes me sick."

There they fought off until The Minions came and attacked Gwen. Dave gave Will The Pacifier and he destroyed it with his super strength. There everyone turned back to normal.

Trini noticed that Warren felt lovestruck, he was starting to fall in love with Layla and Layla did the same thing after seeing his smile. Then they kissed and Bubbles awed.

"Your gonna let her go," Gary asked Will.

"We've been best pals since 1st grade and I don't think I'm ready for dates yet," Will replied.

"Though you're ready for one thing." Stitch said as he got up.

They saw The Commander and Jetstream came in and Will embraced them will a super strong hug. Happy that his parents are okay.