When Clifford, Simba, and Daffodil arrive to the Underworld, they were shocked to see that it was scary down here.

Clifford; wow, so this is the Underworld.

Daffodil; I can almost feel what it like to be down here.

Simba; don't worry, once we find Twilight's friends, everything should be back to normal.

Daffodil; I guess so.

Clifford; come on, let go talk to the ruler of the Underworld.

Daffodil; Clifford you can't just walk and ask him.

Clifford; why not?

Simba; because then he'll figure out what were up to.

Daffodil; it might be better if we do this ourselves.

So the three went to find Twilight's friends, it took them a half-hour just looking for them. Later, they found Fluttershy.

Daffodil; hey, is that Fluttershy?

Clifford; yeah, but why is she more of a bat?

Simba; that because she been turn into a Flutterbat.

Clifford; so how are we ganna get her back?

Simba; wait, you know how god see everybody on Earth right. So if we could restore Fluttershy memories, she can forget she is a vampire or a bat.

Daffodil; and how are we ganna restore her memories?

Simba; we have to use the monster weakness. Then after that, she'll remember who she really is and turn back to normal.

Clifford; okay so, to defeat the vampire bat, what do we need?

Daffodil; I think we need some sort of knife thingy.

Simba; I know just where to get some.

Simba went to the other side of the Underworld and grab a knife.

Clifford; that will work.

Simba; now we need to lure Flutterbat here.

Daffodil; and I know just how to do it.

Daffodil took out a carrot.

Clifford; you bought that with you.

Daffodil; just for carrot emergency.

Simba; alright, now Clifford, call the Flutterbat.

Clifford; okay, hey Flutterbat.

Flutterbat saw someone calling her.

Clifford; look, a nice juicy carrot.

Flutterbat zooms in for the carrot. When she got closer to the carrot, Simba quickly stabbed Flutterbat, causing her to hiss.

Simba; got it.

Flutterbat had a flashback in the episode of Keep Calm and Flutter on

Fluttershy: Discord! That's not fixing it! Why, I oughta...

Discord: Where are you going? What's wrong, pal?

Fluttershy: Don't call me your pal!

Discord: Oh, Pfft, come skating with me, and we'll let bygones be bygones.

Spike: Here you go, Fluttershy! Game on!

Twilight Sparkle: He fixes this or he goes back to being stone! Princess Celestia will understand!

[suspenseful pause]

Fluttershy: I made a promise not to use my element against him, and I'm going to keep it.

Pinkie Pie: [gasps]

Applejack and Rainbow Dash: [groans]

Discord: Hahah! You see? She wants to have fun with me because we're friends. She can't use the elements against me because we're friends. I'm free forever! [laughs]

Fluttershy: [growls] Not. Your. Friend!

Discord: Who cares? I can do whatever I want, whenever I want. I'm Discord, the master of chaos! You think you can boss Discord around? You think I'm just going to turn all this back because you say so? Because if I don't, I'll lose the one friend I ever had? [pause] Oh. Oh. Well played, Fluttershy. Well played.

magic noises]

Main cast sans; [cheering]

Discord: I liked it better my way, but... I guess when you're friends, you can't always have things exactly your way all the time, eh?

Discord and the mane 6 went back to Ponyville.

Discord: Yes, Princess, I'm ready to use my magic for good instead of evil. [under his breath] Most of the time.

Princess Celestia: Congratulations on your success, ponies. I definitely sense a big change in Discord. [to Twilight] I'll leave the Elements of Harmony with you, Twilight. Just in case.

Twilight Sparkle: You were right when you said Fluttershy would be the one to find the way to reform Discord. By treating Discord as a friend, she got him to realize that friendship was actually important to him. And something that, once he had, he didn't want to lose.

Fluttershy: Go on. Say it...

Discord: [groans] Alright. [quickly] Friendship is magic.

Fluttershy: See? He can be a real sweetheart once you get to know him.

End of flashback.

Fluttershy; huh, what happen?

Clifford; Fluttershy, your back.

Fluttershy; of course I'm back, where am I?

Daffodil; you turned into a Flutterbat.

Fluttershy; oh dear.

Simba; don't worry, your safe now.

Fluttershy; well, thank you.

Clifford; your welcome.

Daffodil; now we need to get the other ponies.

Fluttershy; you know, I did see Rarity on the way.

Simba; can you take us to her?

Fluttershy; why sure, come on.

So Fluttershy took them to see Rarity. When they got there, they saw that Rarity had turned into a ghost.

Simba; whao, Rarity a ghost.

Clifford; a ghost.

Daffodil; so how are we ganna bring her back?

Fluttershy; well, some says that ghost weakness is the cross.

Clifford; what cross?

Fluttershy reached into her bag and grab the cross.

Daffodil; oh, that cross.

Fluttershy; use it on Rarity.

Simba; hey Rarity, look what we have.

Rarity saw the cross. She was paralyzed. She went closer to it. The closer she went, the more nervous she get. Later, she got her weakness and fell to the ground. She had a flashback in the episode of Sweet and Elite.

Fancy Pants: [to Rarity] You know these ponies?

[ponies chattering]

Rarity: Yes. Yes, I do know them. They may not be as sophisticated as some of you Canterlot ponies, but they are my best friends. And they are without a doubt the most important ponies I know.

Jet Set: Important ponies? These ruffians?

Upper Crust: Don't make me laugh!

Jet Set and Upper Crust: [laughing]

Fancy Pants: I, for one, find them charmingly rustic.

[ponies gasp]

Fancy Pants: And I think the dress you made for your friend is lovely. [chuckle] I dare say every mare in Canterlot will be wanting one.

Upper Crust: Oh, I'd like to place my order right now.

Jet Set: I think you should get two.

Fancy Pants: Er, yes, now then. How about you introduce me to your friends?

Rarity: With pleasure!

The next morning, Rarity is writing Princess Celestia a friendship letter.

Rarity: Dear Princess Celestia, I wanted to tell you about the important lesson I learned during my visit.

Princess Celestia: Now that I would like to hear.

Rarity: I learned that no matter where you go in life, you should never forget that you are the product of your home and your friends. And that is something always to be proud of, no matter what.

Princess Celestia: Hm, a very valuable lesson to have learned.

End of Flashback.

Rarity; ooh, where am I?

Fluttershy; Rarity, are you okay?

Rarity; yes, and I do not like this place, it disgusting. Somepony should give it a spring cleaning.

Clifford; can we spring clean later?

Simba; right now, we still have three more ponies to catch up on.

Rarity; right.

Daffodil; so who next?

Rarity; well, I did see Applejack on the way here.

Fluttershy; can you take us to her?

Rarity; absolutely.

So Rarity took them to see Applejack. When they got there, they were shocked to see that Applejack was known as s Frankenstein

Simba; oh great, now we got a Frankenstein.

Clifford; it look cool.

Daffodil; it hideous.

Rarity; I agreed.

Simba; so how do we change her back?

Rarity; well, the weakness of Frankenstein is fire.

Fluttershy; there fire all over the Underworld.

Rarity; then it look like we need to make it more easier.

So Rarity grab a candle. She went to the fire and light it up.

Daffodil; okay, now what?

Rarity; hey Frankenstein.

Applejack saw the fire and went toward it.

Applejack; fire.

Clifford; it working.

Simba; I thought caveman weakness is fire.

Rarity; it the same thing.

A few moments later, Applejack got her weakness and began to have a flashback in the episode of The Last Roundup.

Applejack: Fine. Now you know.

Twilight Sparkle: Know what?

Applejack: Well, just look!

Twilight Sparkle: I am. You won an amazing number of ribbons, just like Miss Jubilee said!

Applejack: Don't you get it? There's every color of ribbon down there. Every color... but... blue. I came in fourth, third, even second, but I didn't win one first prize, and I certainly didn't win any prize money.

Rainbow Dash: But the telegram said you were gonna send money.

Applejack: That's why I came here. I wanted to earn some money. After that big old send off Ponyville gave me, I just didn't have the nerve to come home empty-hooved. I couldn't come home a failure.

Twilight Sparkle: Applejack, you're not a failure.

Rainbow Dash: And we're your friends! We don't care if you came in fiftieth place! You're still number one in our books.

Applejack: So... you're not upset or disappointed?

Fluttershy, Rainbow Dash and Twilight Sparkle: Nn-nn.

Applejack: But what about the mayor? I don't think I can face her and tell her I didn't get that money to fix the broken roof.

Fluttershy: Applejack, we can always find a way to fix that hole in the roof. But if you don't come back, we'll never be able to fix the hole in our hearts.

Rainbow Dash: [sniffles] Darn it! Now you got me acting all sappy!

The ponies went back to Ponyville.

Applejack: Dear Princess Celestia, It's a tad easier to be proud when you come in first than it is when you finish further back. But there's no reason to hide when you don't do as well as you'd hoped. You can't run away from your problems. Better to run to your friends and family.

End of flashback.

Applejack; [groan] what in tarnation just happen?

Clifford; you turned into a Frankenstein.

Applejack; I did.

Simba; yeah.

Applejack; well, thank you for helping me.

Daffodil; no problem

Clifford; so who next?

Applejack; well I did see Rainbow Dash went we fell here.

Clifford; can you take us to her?

Applejack; sure.

So Applejack took them to see Rainbow Dash. They looked for half-hour and they haven't even find her. Soon a lighting bolt zoom right pass them.

Daffodil; what was that?

Fluttershy; it look like a lighting bolt.

Rainbow Dash; AHAHAHAHAHAHAHA!

Rarity; I know that evil laugh.

Clifford; look.

Applejack; it Rainbow Bolt.

Rainbow Dash shoot her bolt at them.

Applejack; duck.

They ducked for covered.

Simba; how are we ganna restore her memories if she keep on shooting bolt at us?

Fluttershy; well, the fire weakness is water.

Daffodil; that means the lighting bolt weakness is also water.

Applejack; how the hay are we ganna get water?

Simba; wait, I was saving this water before I left the Prideland.

Clifford; then use it on Rainbow Dash and quick.

Simba; okay here goes nothing.

Simba quickly threw the water on Rainbow Dash. Rainbow Dash was paralyzed as she scream. She began to have a flashback in the episode of Sleepless in Ponyville.

Rainbow Dash: What were you doing out here in the middle of the night?!

Scootaloo was starting to cry, then she looks up to the moon.

Princess Luna: [echoing] It is time for you to face your real fear, Scootaloo!

Scootaloo: [sighs] I'm so, so sorry, Rainbow Dash! I just wanted you to hang out with me and see how cool I was so you'd take me under your wing, teach me everything you know, and become like my big sister! [takes breath] But then you started telling those spooky stories and I got scared! I thought I heard The Headless Horse so I ran out here by myself, and... [crying] ...well, I guess you know the rest. [sniffling]

Rainbow Dash: Hey, I'm gonna tell you something, but if you ever tell anypony else, I'm gonna deny it. First time I heard those stories... I was scared too.

Scootaloo: [sniffles] You were?

Rainbow Dash: Sure! I mean, I got over it because I realized pretty quick that if there was such thing as a Headless Horse, I could totally take it on. So, you're looking for somepony to take you under their wing, huh?

Scootaloo: Mm-hmm.

Rainbow Dash: Yeah, I might be up for something like that.

Scootaloo: Really?

Rainbow Dash: As long as you don't go falling into any more rivers in the middle of the night.

Scootaloo: [giggles] It's a deal!

End of flashback.

Rainbow Dash; [groan] my head.

Clifford; Rainbow Dash, are you okay?

Rainbow Dash; yeah, what happen?

Daffodil; you turn into a bolt and started shooting everybody.

Rainbow Dash; Wonderbolt or Shadowbolt.

Rarity; just a normal bolt.

Rainbow Dash; damn.

Simba; okay, the last pony we need is Pinkie Pie.

Rainbow Dash; uh, maybe we should come back later.

Clifford; why?

Rainbow Dash; because the Pinkie Pie your referring to is a monster, she eat everything.

Clifford; so.

Fluttershy; it might be hard for us to stop her.

Applejack; beside, I don't think a regular monsters had weakness.

Simba; wait, Pinkie Pie can eat anything right.

Applejack; yes.

Daffodil; even disgusting stuff.

Applejack; well she did eat a cupcake with hot sauce.

Rainbow Dash; but when she tried your muffin, it was gross.

Daffodil; that it, if we can make the most disgusting cupcake ever, that will end the monsters weakness.

Rarity; but how are we ganna make the cupcake?

Clifford; is there a kitchen?

Applejack; yeah.

Daffodil; can you take us?

Applejack; sure.

So they went to the kitchen to make the most disgusting cupcake ever.

Simba; okay, what do we need first?

Clifford; well, the first thing Emily put when she makes cupcake is eggs.

Daffodil; I'll get it.

Rainbow Dash cracks the eggs and place the shell in the bowl.

Clifford; perfect, now we need butter.

Simba; wait, I have an idea.

Simba went to the bathroom and pee himself. After that, he pour some urine in the bowl.

Simba; there we go.

Daffodil; that is so disgusting.

Rarity; and awful.

Applejack; that is what were trying to do.

Clifford; alright, now we need a bag of sugar.

Fluttershy; I'll get it.

Fluttershy went to the cabinet and grabbed a bag of sugar.

Rainbow Dash; put a lot of sugar..

Fluttershy; alright.

Fluttershy poured the whole sugar in the bowl.

Clifford; great, next we need baking soda.

Daffodil; why don't we use this dirt as baking soda?

Clifford; great idea Daffodil.

Clifford dig the dirt into the bowl.

Clifford; perfect.

Applejack; now we need to mix it all up.

So the gang began cooking the cupcake. An hour later, they were done.

Daffodil; wow.

Rarity; that is so disgusting.

Simba; hey guy, I have some poop I like to add as topping.

Clifford; oohhh, great idea.

So Simba spread the poop all over the cupcake.

Clifford; this is perfect.

Applejack; now let take it to Pinkie Pie.

So they all took the cupcake to Pinkie Pie.

Clifford; hey look, isn't that the monsters of Pinkie Pie.

Daffodil; yeah.

Simba; well unleast her mane is okay.

Pinkie Pie; [roaring].

Rainbow Dash; quick, give her the cupcake.

Simba; hey Pinkie Pie, look I got a cupcake for you.

Pinkie Pie saw the cupcake and began eating it. After a while, she began to get all rumbling. She fainted and she had a flashback in the episode of Baby Cakes.

Pinkie Pie: Dear Princess Celestia, I've always had fun playing with little kids, and I thought babysitting meant just more playtime, right? Wrong! Being a caregiver is way more responsibility than just being a playmate. And today, I learned that sometimes our desire for responsibility can outrun our actual ability to handle it.

[bell rings]

Mr. Cake: Pinkie Pie! We're back!

Mrs. Cake: How did everything go? [gasps]

Mr. Cake: Are we in the right place?

Pinkie Pie: Shhh!

Pound Cake: [snoring]

Pumpkin Cake: [sleepy mumbling]

Mrs. Cake: P-Pinkie. This is just... just... Mr. Cake: Amazing is what it is. We had no idea how responsible you really are. Would you be interested in becoming our go-to babysitter on a permanent basis?

Pinkie Pie: [gasps] Hm- Ah- lemme check my schedule! I should be available a week from... never!

Pound Cake and Pumpkin Cake: [sighs]

Pound Cake: Pinkie...

Pumpkin Cake: Pie...

Pinkie Pie: [happily gasps] I have some free time next Tuesday.

End of flashback.

Pinkie Pie; huh, I just had the craziest dream, that I was a monster

Clifford; that wasn't a dream Pinkie Pie, it was real.

Pinkie Pie; oh well, thank you.

Daffodil; your welcome.

Simba; now we gotta get out of here.

Rainbow Dash; how are we ganna go back up?

Daffodil; actully, we need to say the magic word in order to get back to Equestria.

Applejack; what is the magic word?

Clifford; hmm, if you girls lives in Equestria and learn about friendship, then that mean the magic word is friendship is magic.

Rarity; then let say it togther.

All; friendship is magic.

After they say the magic word, they made it back to Earth.

Simba; hey were back.

Rainbow Dash; home sweet home.

Fluttershy; hey guy look, Twilight.

Simba; hey Twilight.

Twilight; huh?

Applejack; were back.

Twilight; [gasp] your alive.

Fluttershy; yes, we missed you.

Twilight; but how?

Daffodil; we went to Equestria, Heaven, and the Underworld to bring your friends back.

Twilight; oh, thank you so much.

Simba; no problem.

Applejack; and Twilight, sorry we scold you.

Twilight; it okay, I'm just glad everything is back to normal.

Daffodil; uh it not that normal.

Twilight; what you mean?

Clifford; Princess Celestia is waiting for you in Canterlot. She said that she had a special tasks for you and your friends.

Applejack; then let go.

So they all went back to Canterlot to see Princess Celestia. Next it Chapter 37.