A few days have passed since Tirek was defeated and Twilight was named the Princess of Friendship. Now with a huge burden of responsibility bestowed upon her Twilight is depressed and unable to sleep. Getting up to assist Spike with his own issues, Twilight may find that she is the one in need of help.

Derpy is a lonely mare with no friends. Dr. Whooves is a lonely stallion who has left or outlived all his friends. They are perfect for each other. Unfortunately the doctor has something of use for a sadistic factory owner and gets kidnapped. Determined to find him, she sets out on a quest to find him, with the help of a few unlikely ponies along the way.