I'm going to be honest, when I first watched this show all the way back in 2016 before the second season came out this was my favorite episode. Given how this is also the third most requested episode I have to say other people liked this as well. Also, spoiler, you are finally going to see this world's equivalent of "Toffee" as a villain at the end of this episode. Anyways, on with the show.

"Hiii-ya!" Marco slammed down a karate chop sending a barbarian to the ground clutching his head in pain with another yelling out. Marco and Star were fighting the Forest Barbarians in Marco's back yard, again.

"How did you do that?! Skulls are pretty tough items you know." Marco smirked and got into another fighting stance before replying.

"My tolerance to pain has increased as has my ability to take damage. I think you are outmatched man." Marco's gloating was cute short as Dumnorix body slammed Marco across the back yard into a statue chuckling at the boy before speaking.

"Outmatched eh? Let's see you take on a real warrior then. No offense." The other barbarians shrugged at this with Star yelling out.

"Heart swarm mist! Feel the love gents." A swarm of red hearts flew into Dumnorix and a few barbarians near him swooping them away in a tide that tumbled them like laundry. "Who's next?" Star turned looking around to come head to head with Mavis and Selene who had their sword and trench knives drawn respectively. As Star stared them down Mavis spoke to Selene quickly.

"Make sure Star here has a good beat down, I'll keep Marco off your back." Selene chuckled and leapt at Star with Mavis turning and charging at the still recovering Marco. "YOUR END COMES SHADOW MURDERER!" Marco ducked and rolled coming up into a fighting stance as Mavis misses by hair widths in her slices. "They have been with me since the day I had to leave Castle Butterfly for good!" Marco deflected her blade and kicked her just above the shin guard making her stagger as Marco replied.

"Preying off of Star's insecurities to get your prize; there's a special circle in hell for you." Marco then attacked her with a cold fury as, because of the armor and the fact she had a weapon, Mavis barely kept him at bay.

"You know you can't beat me Star, I am the perfect match for you like Dumnorix is for Marco." Selene rolled around Star's blasts landing slashing blows that Star healed from quickly but at the cost of draining her energy. Star just smiled and whistled before retorting.

"Luckily I don't have to." Selene blinked in confusion until kitty leaped out from hiding and wrapped itself around Selene's face making her drop her knives.

"Ah, get it off!" Selene scrabbled at her head with her screams and voice being muted by the bobcat sized thing attached to her face. Star turned her head knowing Selene was out of the picture seeing a group of barbarians advancing in shield wall formation to block her spells.

"Hehe, that's not going to work this time. Sap Wave Typhoon!" A wave of energy built up for a second and then spilt outwards as a wave of tree sap going over everything in its path.

"Aaaahhhhhhh!" Everyone screamed as the sap overwhelmed everything in its path, including Marco and Star. As the wave died down people began pulling themselves out with one of the barbarians calling out softly.

"Sticky, super sticky." Mavis got up with her arm stuck to her head and her legs stuck together secretly relived at the wave as Marco seemed to be going in for the kill quite literally.

"Well, another failure to rack up people." Mavis got out her scissors and cut a portal gesturing for everyone to go. "You know the drill." She spoke in an exasperated tone of voice as the barbarians staggered through plastered in Sap. Dumnorix even had it covering his one good eye and Selene was stuck onto his back pouting looking like a child in a back carrier. "We'll be back for that wand, you can't protect it forever girl." Mavis shut the portal as Star cleaned the sap off of her with magic nonchalantly before speaking.

"Grrrr, when is she just going to stop and leave us in peace; can't a girl play the Age of Empires II campaigns without her bitch of an aunt breaking down the door? Need help over there Marco?" Star turned to see Marco had been stuck to Kitty with them both being stuck to one of his father's statues as they both struggled to get out.

"Yeah, a little help would be much appreciated." Star waved her wand clearing up the sap across the yard effortlessly. "Ok, now that that's done…" A beeping came from Star's pocket mirror with Star coming alert.

"Oh, Ponyhead is calling in a few minutes. Come on Marco, today's her birthday." Star dragged Marco along with him going somewhat willingly as Kitty followed along nonchalantly.


"…happy birthday on your birthday day, happy birthday on your birthday day!" Star finished the song with Ponyhead smiling in the mirror screen. Marco, Star, and Kitty were currently in Star's room talking to Ponyhead in her 15 minute monitored mirror call she got due to good behavior at St. Olga's. "We also prepared you some sparkler cupcakes, Marco prepared the best of the best just for you." Marco held up the cupcakes with an uninterested look on his face as the cupcakes shot off little fireworks all over them with Ponyhead gaping in awe before answering.

"Oh wow B-fly, you went all the way for me." Ponyhead seemed ready to burst in glee before visibly calming herself down and speaking in a more refined manner. "A princess such as myself cannot indulge in such sweet confections though. But please donate them to the starving kids of Balmatharorum on my behalf." This caused both Marco and Star to look at her in confusion before Marco spoke up in a slightly offended manner.

"Um, did you bump your uni-horn princess, these are supposed to be your favorite and it took me three trys before getting these just right according to Star." Ponyhead looked around in worry before whispering to the mirror.

"Earth turd I can't' accept them, we don't get packages at this school. My dad can't even send anything here." Star nodded shrugging a bit before speaking.

"That is true; they do have to clamp down on far worse cases then Ponyhead you know." Marco blew some air a bit annoyed before Star continued. "Even so, we could totally party it up for your birthday; tea riding at the Dowager lounge, sliding on Zala mountain, and party all night at the Bounce Lounge. Wouldn't that be awesome?" Star blinked expectantly at Ponyhead with her answering very strongly.

"Oh boom yeah, that would be the best birthday EVER!" A sound of a door opening happened in the background with Ponyhead going pale with fear. "Oh no, my third strike in expressing individuality! Don't forget me B-fly!" The call was ended with Ponyhead screaming at the camera as figures moved in behind her. Star sighed and spoke something that took Marco off guard.

"Oh Ponyhead, why did you have to be so reckless; we could be celebrating your birthday right now together." Marco blinked at Star and got a determined look on his face as he set the tray of cupcakes down turning Star to face him.

"You're taking the school's side Star?" Star blinked at him in shock before answering.

"Well if someone is just acting out simply to act out then they are a wild fire that could hurt themselves or others. I know Ponyhead is a great person but she needs to learn some restraint before she causes some real damage." Marco gaped in shock for a second at Star before getting a grim look on his face.

"Well you know what, I am not going to just stand aside and let someone be punished simply because they were living life to the fullest. I'm gonna go and bust Ponyhead out as a birthday gift just to snub the man!" Marco took a brave pose hitting his chest with a fist until he realized what he had just said and blushed slightly.

"EEEEEEEEEE, my bestie's are besties now!" Star latched onto Marco with Marco blushing even more at this and spoke as calmly as he could.

"No Star, we are not at that point; we have only reached the stage of accepting each other as friends of you. I'm doing this because Ponyhead does not deserve that treatment." Star giggled at Marco before her face became serious and she backed off rubbing her tail nervously.

"But Marco, St. Olga's is high security and it will look really badly on my parents if we are caught busting Ponyhead out. Should we even do it?" Marco smiled walking over to Star's mirror/makeup desk before speaking.

"Ponyhead would go in for you so you should go in for her. And what's more, I've seen every prison escape movie known to man and trained under Janna for cracking locks and sneaking around. All we need is wits, patience, and a bobby pin to unlock doors." With that Marco pulled out a bobby pin holding it up in the air making Star chuckle.

"Or, we could just use our scissors to open a portal right to Ponyhead's room and take her out that way." Star smiled smugly at Marco as he blinked and then nodded smiling.

"Yeah, that works to. You're on your own today Nacho, don't burn the house down." Kitty meowed at him and curled up next to Star's space heater with Star chuckling at them.

"His name is Nacho?" Marco shrugged and responded naturally.

"Well he needed a name, and he seemed to like it. Well let's go."


"Um Star, this is not Ponyhead's prison cell." Marco looked around a dull grey dried out badland with overcast skies like one would see in a movie as Star poked her head through the portal and responded.

"Hmmm, maybe there's something messing with portal making abilities; there are things that do that you know." The cutting of another portal got their attention as a carriage pulled by black horses came thundering out in their direction. Star leapt to the side pulling Marco with her keeping them from being trampled as the carriage made a sharp turn and seemed to pull up somewhere by the sound of it. "I have a good feeling I know what is in that carriage." The duo looked up over a ridge of rocks to see where the carriage had pulled up to.

Behind the carriage was what appeared to be a squat if very large castle that seemed built more like a prison out of deep grey stones that were slightly darker then Star's skin. Surrounding it was what seemed to be a medieval stone wall with some sort of magical barrier coming up out of it encasing the whole school like a domed bubble. The carriage had pulled up in front of the gates with a myriad of princess like figures emerging from it and were lined up in front of several figures like those Marco had seen take Ponyhead away back at the Amethyst Arcade. Among them however was a short bald man about 2 to 3 feet tall with a left peg leg who appeared to be missing one eye and the other was covered by some sort of steampunk like glass goggle. He looked over the girls and chuckled as lightning struck from behind the school illuminating it like in a horror movie as the small figure spoke.

"Ah, the newbei's have finally arrived. Welcome to St. Olga's School for Wayward Princesses." Star and Marco ducked down behind the rocks with Star actually chuckling before she spoke.

"That is a nice display, but that is obviously meant as an intimidation tactic with the lightning." Marco chuckled as a plan formed in his mind.

"We could sneak in with the new arrivals unnoticed if we had disguises. Star, if you would." Star chuckled and rose her wand yelling "Radiant Shadow Transform!" A rainbow light came up encasing Star and Marco changing their clothes to more properly fit them with disguises. As the light fell Marco saw Star had switched her attire for a black vest shirt and black leather skirt with heavy spiked black boots and fish net arm covers with an eye patch on and her devil headband turning black. "Whoa, you look awesome Star." Star punched the air a few times turning back to Marco smiling and responding.

"I would have to say pink is definitely your color also." Marco looked down in confusion to see he was wearing a pink and purple poufy dress like he had seen Moon and Willow wear before responding.

"Wait, you couldn't have given me a suit and mask like the cool guards had?" Star looked up and down his figure with a knowing smile before responding.

"Do you honestly think you would be able to use that disguise with that lean and slightly feminine figure of yours?" Marco sighed in annoyance and nodded with a foot and a half long ponytail bobbing with it before responding.

"I get that; let's get going before they are all let in." Marco and Star hurried out getting in line with the other girls as they filed into the school. "Remember, keep your cool and your head down; we don't want to attract attention." Star nodded with a grim look on her face as the gates shut behind her.

The group walked across a bleak courtyard to the secondary school entrance that was a pair of large wooden doors that slowly opened to allow them inside. As they got inside the doors closed behind them with images playing around them and a voice talking out that they recognized from the short man who had greeted them.

"St. Olga's School for Wayward Princesses, the finest establishment for reformation and education for the ones that won't budge. No distractions, no complications, no interlopers, and no boys above all else. Don't allow your noble bloodline to be thrown away; Etiqutte is our specialty as we train your daughters to be what they should be. We turn undisciplined behavior into perfection that will insure that the brat your daughter has turned into will become the noble and proper child that your bloodline can rely on."

After walking a little ways further the girls came into a greeting room looking a bit like a lobby with the short guy coming up to stand up front with someone coming out of a nearby hallway to stand next to him. Marco and Star looked around seeing several of the girls were looking around in pissed defiance while others looked worried and scared. Marco looked at Star with a blank expression to find she was actually rather calm despite everything not even twitching or rubbing her tail. He smiled slightly before reforming his face and looking up at… the shockingly beautiful woman who had stepped forward. She appeared aged with a renaissance hair style of grey hair over a surprisingly porcelain face with sharp stormy grey eyes and a single mole on her left cheek mirroring Marco's beauty mark. She was wearing a formal purple dress with long black gloves and what seemed to be a corset considering how slim her waist looked which surprised Marco that it didn't' annoy her at all. She was not exceedingly beautiful by a long shot but with the prim, proper, old-fashioned, stern, conservative, and prudish atmosphere around her it was a surprise she was beautiful at all. As she spoke her voice was stern, quite, and prim but carried great weight with it like she was a person meant to be in charge.

"My name is Miss Heinous the headmaster of this school, and every single one of you girls is here for a reason." She walked up the line looking them over with an inspecting look that made everyone flinch when it landed on them. "Too bubbly, too free spirited, too rash, too wild. A person might have their own 'flair' for doing things but being truly an individual is a luxury you cannot afford to have as nobility. So when I am done with you, you will be exactly as you should be; a slate ready to carry on the lineage of your kingdom." She reached into the pocket of one of the princesses and pulled out a pair of dimensional scissors. "And don't rely on these to escape, they are useless. We have a Tremorfidian crystal in tower three; only Heckapoo herself can hold a portal open under its influence. So you might as well cough up the scissors you smuggled in so we might make things easier for all of us." The crowd groaned and began throwing out scissors onto the floor with Marco and Star winking at each other as Miss Heinous went back down the line smiling. "That concludes the orientation; I am confident you will all come out of this perfect princesses one way or another." She turned away from the group patting the short man on the head in a sign of affection as she walked away. "I leave them to you Gemini to see them checked in." He turned to the group smiling holding out a clipboard as Miss Heinous disappeared.

"Let's get your rooms assigned so we might get started immediately; no rest for anyone until the lights are out." He began leading the girls down a hallway with Marco commenting on the sly.

"I heard the first girl to get checked in gets her own room." This caused the girls to immediately scamper forward in a mess with Gemini and the guards trying to keep them in line.

"Respect the que girls, respect the que!" As they wrangled the girls into order Marco and Star snuck off down one hallway unnoticed with Marco commenting.

"I have a bad feeling about this Star, I recognize this atmosphere from certain movies." Star chuckled and checked around a corner before giving him the go ahead responding quietly.

"Oh don't be so worried, this is nothing like my grandma told me it was. This is nothing more than a high security finishing school by the looks of things. Breaking Ponyhead out is going to be a breeze." Marco looked at her disturbed before commenting.

"How can you not sense when something is not right Star; I thought you were sensitive to that kind of stuff." Star shrugged nonchalantly as they moved quickly.

"This is all just an atmosphere they are using to intimidate the princesses into submission so they can help them out. Look." Star pointed to where what seemed to be a fat princess was standing with her back to them out in a meadow like courtyard.

Next to her were a pair of deer and a woman coaching her in singing while a bird was sitting on a branch looking down on her. As they watched the bird lifted off and landed on the girl's finger with her acting like someone would in a play as the coach started singing. As they watched they girl seemed to eat the bird, hard to tell as her back was turned, making the coach cluck her tongue in disappointment before speaking.

"Guess we will do this again then, we are not leaving until you get this right." Marco looked at Star in shock as Star raised her eyebrow at him before speaking.

"Honestly, these girls can benefit from this kind of training; I mean who just eats a random animal when in the middle of singing class?" She led Marco along with him nodding reluctantly as they came along a dormitory area and looked along for Ponyhead. Glancing into the first room Star smiled and chuckled. "You know, these are some pretty luxurious rooms. The floral ornamentation on the armoire is stunning, the spacious chamber to allow plenty of room is nothing like a prison cell, and that bed has enough velvet for me to make a cocoon! In fact, were it not for the fact I would be taken away from earth, I might ask my parents if I could go here to finish up training." Star was really eager at all this to the point where Marco had to pull her aside speaking to her seriously.

"Star, don't get distracted; we need to find Ponyhead." Marco pulled Star along going from room to room searching for Ponyhead. After a few minutes of searching, and occasionally hiding from security guards, Star heard a psst from Marco who was unlocking one of the dormitory doors. "In here Star." Star come over with Marco closing the door behind her whispering to who she thought was Ponyhead.

"Hey Ponyhead, we are here to get you out of here. All we need to do is destroy that tower and crystal so we…" Star stopped however when she finally saw Ponyhead. Ponyhead had her face heavily done up in makeup and her mane done in a braid, both completely unlike her. She was also giving this big creepy smile as she floated by the window seemingly doing nothing at all. "Um Ponyhead, are you alright?" Ponyhead turned to Star and spoke in a strangely methodical and high class voice completely unlike her.

"Good afternoon Star, I must abstain from escaping as it is unrefined. Have you come to visit me?" Star turned towards Marco with a question on her face and Marco responding.

"I got this Star. Hey Earth turd has come to visit you miss pony." Ponyhead only giggled at that and replied cheerily.

"That kind of language belongs in the sewers of Dunkirk." Marco's face fell as he took a few steps back before speaking.

"Ok, this is not normal or comforting. I think they brainwashed her Star. We need to get her out of her and get her help." As Marco spoke Ponyhead interjected in the conversation.

"Would you care for some crumpets?" Star immediately nodded liking her lips as Marco face palmed.

"Star, now is not the time for eating. You need to gag Ponyhead so she won't scream while we're running away in her current state. I have an idea that might buy us some time." Star nodded reluctantly and as Marco put something together with random junk Star magiced up something to silence Ponyhead. "Ok, let's get…" As they spoke a strange alarm sounded off nearby making them both dive behind the door looking out a small window on it to see one of the guards looking around in suspicion holding some sort of tracking device. "Wait, can magic be detected by mundane items?" Star shivered holding her wand close as she replied.

"Yes depending on the amount of magic and the distance from it to the device." Marco peaked out the window again to see the guard had gone into one of the rooms giving them an opening.

"Let's go Star, while we have the chance." They silently opened the door and closed it behind them moving along the hallway as silently as possible until Ponyhead began murmuring through her gag. "Can you keep her quite Star?"

"Who's there?" Marco clamped his hand over his mouth as he led Star down hallways as fast as possible.

"Marco, where are we going?" Star whispered to him with Marco replying as quietly as possible.

"I don't know, but we need to keep undetected." They dodged down another hallway with the footsteps of someone right behind them until they came into a big room full of princesses.

"Keep your pinkies at 90 degrees, more tea please. Keep your pinkies at 90 degrees, more tea please. Keep your pinkies at 90 degrees, more tea please." The group stopped and stared in shock at what they saw.

The princesses were all seated at tables holding full tea cups and practicing etiquette when it came to drinking tea. That would not be creepy except for the fact that the princesses were doing the same practice over and over in perfect synchronization. Star and Marco shuddered at how the group here seemed equivalent to mindless zombies in how stiff and unmoving they were in their practice. Marco and Star stared in horror for a few seconds as the princesses repeated the same movement and words perfectly until Ponyhead stared to say it through her gag. Marco turned to Star who had a terrified look on her face as she finally began rubbing her tail before speaking.

"This is word for word exactly as one of the stories my grandmother told me. The reforms were just a cover, it's just as bad as she said it was." Star huddled slightly holding onto Ponyhead. "And to think I willingly wanted to go here." Marco heard the guard coming and pulled both Star and Ponyhead under one of the tables as he entered the room. Looking around in confusion he walked through the room with Marco turning to Star speaking to her calmly and quietly.

"Star, we can't lose focus now of all times. Whatever you do don't use any magic as that will draw the heat down on us. I think I can come up with a distraction that will help us, but you need to be ready to bolt at a seconds notice." Star looked up nodding and shaking herself off. Marco smiled and came out from underneath the table picking up a tea cup. "IT'S NOT CRIMINAL TO BE AN INDIVIDUAL!" Marco threw his cup at the guard staining his suit and making the guard blink in shock at Marco. Silence pervaded the room for a solid minute as every just tried coming to terms with what had happened until a four armed princess looking a bit like a humanoid sheep stood up and threw fours cups of tea yelling out.

"It's not criminal, to be an individual!" As she did so more princesses stood up and threw tea cups at the guard making him balk under shattered porcelain and scalding tea. As Marco and Star ran from the scene Ponyhead spoke up.

"Tee hee, he got scalded." Marco and Star smiled at this knowing Ponyhead was still in there.