Atticus, Cherry, Mo, and Patch were seen coming out of their own school as they seemed a bit bored.

"Man, these finals will kill ya," Cherry commented dully. "This week has been the worst."

"Eh, I've been through worse." Lionel shrugged as he came out, following them.

"Blaaaah..." Cherry replied.

"Sounds like we need to get out of town for a while." Patch suggested.

"That sounds like a good idea," Lionel agreed. "But where would we go?"

"Cherry, anywhere special you wanna go?" Atticus asked his best friend.

"Anywhere but here." Cherry replied, a bit darkly.

"...Why don't we check out your scrapbook and discuss some ideas?" Atticus suggested with a smile.

Cherry shrugged. "Sure, why not?" she replied as she pulled out the scrapbook.


They soon went to the Mall and Cherry opened up her scrapbook with them.

"Mystery Inc?" Cherry suggested.

"Hmm...nah," Lionel replied. "Maybe next time. Too formulaic."

Cherry turned a page.

"Metropolis." Atticus smiled.

"Didn't you just visit there?" Cherry deadpanned while turning the page.

"Maybe we could go see my parents?" Patch smiled.

"Hmm...I'll pencil that one in for another week." Lionel replied.

"You guys are picky..." Cherry said before her medallion started to glow. "Huh?"

Atticus, Mo, and Patch soon looked down to see their own medallions glowing which meant one thing.

"I think I know where we should go," Mo smiled. "Equestria."

"Okay...now my interest is piqued," Lionel replied. "You guys talk about that place so much, I might as well see what the big deal is."

"Well... Um... I don't know if any visitors are allowed... Uh..." Atticus smiled nervously.

"FREEZE!" A voice yelled out to them.

They all yelped before putting their hands up and they were suddenly taken away from the Mall and suddenly in a supernatural office.


"Alright, what's the deal, schlemiel?" Lionel asked.

"I hate it when we get sent here... It's never anything good..." Cherry said before seeing Drell. "Well, somebody better be dying!"

"Hi, Cherry, nice to see you too," Drell deadpanned before looking to all of them. "As for the rest of you, hello, and-!...Lionel Schwartz..."

"Yes, that's me..." Lionel replied. "What's your point?"

"Aw, yes... Cherry's little cuddle bug." Drell smiled.

"Hey!" Cherry complained. "Get to the point!"

"I know you all wanna go to Equestria, but there's some matters to discuss first... Such as him..." Drell replied, pointing to Lionel. "Also, I'm going with you guys, but I'll meet you there. I have to pick up two little gifts from my sister's house."

"You mean your nephew and niece?" Atticus asked.

"Of course!" Drell replied. "So I'm gonna let you take this time for you to round up anyone you want to take a long, such as your little sister."

Atticus smiled to that.

"And for you, Lionel..." Drell said before he took out his wand, zapping Lionel into a navy blue earth pony since they would be in Equestria.

Lionel smirked before changing back to normal. "Yeah, I prefer being able to grab stuff with my hands, thanks very much." he remarked.

Drell narrowed his eyes and hit Lionel again, turning him into a pegasus. Cherry cupped her mouth with a light snicker.

Lionel just changed back to normal again. "Close, but no cigar." he remarked.

"TURN INTO A PONY, DAMMIT!" Drell complained, turning him into a unicorn.

Lionel smirked as he kept changing back to normal.

"DAUGH!" Drell yelled out and soon lunged out for Lionel.

"Ooh, you better run." Cherry warned.

Lionel just nonchalantly stepped to one side as Drell hit the chair instead and hit the ground. Atticus, Cherry, Mo, and Patch winced to that.

"He can't go to Equestria as a human..." Drell said as he stood up, dusting himself clean. "This isn't like that time with Megan Williams, and her brother and sister with that time-" he then looked over to see the others looking at him curiously. "Uh... I mean... I have to go see my sister!" he then said, pushing them out of his office. "Shoo, shoo. I'll meet you guys in Equestria!"

"Well, THAT was informative..." Lionel remarked sarcastically.

Skippy waved in silence.

"That's Skippy, Drell's friend." Cherry told Lionel.

"Hmm... A big loudmouth guy is hanging around a tiny guy who never talks... Does that sound familiar?" Lionel smirked.

"...No?" Cherry replied.

Lionel shrugged. "Fair enough, you got me; I don't exactly know either." he replied.


They all soon went to get ready to go and met up at Atticus's place later on before they would go.

"So, kiddo, wanna visit the School of Friendship?" Atticus smiled to his little sister.

"Yeah!" Darla smiled back.

"Alright then," Lionel replied. "Ought to be fun."

"I loved seeing it, I would've loved to stay, but people would worry about me back home since Amber, Annabelle, and I found out that it was a boarding school." Darla said.

"And that's okay," Atticus smiled. "I'm sure they'll be happy to see you again too."

"Boarding?" Lionel asked in confusion.

"A boarding school is a place you go to learn and live in." Cherry told him.

"Yeah," Darla added. "Like my friend Madeline in Paris."

"A school you LIVE in...?" Lionel asked. "Sounds repugnant..."

"Well, it's not for everyone, that's just how Twilight thought it would work out." Atticus shrugged.

"Ugh... What is taking so long?" Cherry complained as she soon walked off. "I dunno about you guys, but I'm gonna take a nap. If I'm going to be whisked away to a different world for a while, I might as well get some rest. Especially if we're going with some loudmouthed, arrogant, egotistical, malicious, tremendously awful-"

Lionel sighed. "...He's right behind you." he remarked.

Cherry's eyes widened as she soon stopped herself before grinning bashfully as she turned around. "Heh... Heeeey!"

Thor and Phoebe smiled innocently while their uncle gave her a look.

"Please excuse me while I take my foot out of my mouth." Cherry muttered.

"Best make it quick," Mo replied. "We've only got a little time to do it."

Cherry gave them all a look.

"Hi!" Phoebe smiled as she jumped up in front of Lionel before taking out her favorite dolls. "Do you know the Sky Dancers?"

"I've heard of them, but not really." Lionel replied.

Phoebe soon gasped melodramatically.

"Here we go." Thor rolled his eyes.

"Uh, who's this?" Darla asked.

"This is my niece, Phoebe," Drell replied before sighing. "I sorta promised her mother I'd let her come to Equestria someday after taking her and her brother to Candy Land on her last birthday."

"Oh. Well, nice to meet you!" Lionel waved.

"I'm excited to go to the School of Friendship." Phoebe smiled.

"Well, she seems nice." Darla commented.

"Definitely." Lionel nodded.

"Can we go? Can we go? Can we go? Can we go? Can we go? Can we go? Can we-" Phoebe smiled.

"Uncle Drell!" Thor cried out.

"Yes, if there isn't anything else, let's get you guys going." Drell said as he put a cookie in Phoebe's mouth to shut her up.

She ate the cookie with a smile.

"If you guys don't mind?" Drell prompted.

Atticus, Cherry, Mo, and Patch soon began to summon their medallions like the Mane Six with their Elements of Harmony and a portal soon opened up to take them all into the land of Equestria.


Lionel gave an impressed whistle. "Nifty." he stated.

They soon rode along and everyone came out in their own Equestrian forms... Except for Lionel. Phoebe wore her backpack with her Sky Dancer dolls together as she looked down and yelped before falling on her back.

"What's wrong, Bebe?" Thor asked his sister.

"I-I... You... We're all ponies!" Phoebe cried out.

"Almost all." Lionel replied.

"But... But... But..." Phoebe said.

"It happens here, Bebe, but we're all okay," Thor smiled as he soon knelt down before standing up, carrying his little sister on his back. "If you thought meeting the Sky Dancers for your birthday was fun, you're gonna love it here!"

"Yup," Lionel replied. "Bet it'll be a ton of fun here."

They soon walked off and were on their way to the School of Friendship. Along the way, a pegasus mare was flying around above them.

"Oh, there's Derpy!" Mo smiled before waving. "Hi, Derpy!"

Derpy looked over and smiled back with her own wave before crashing into the school by accident.

"Ooh, watch that first step." Lionel remarked.

Derpy soon flew out, shaking her head.

A tiny and cute pegasus filly soon flew around to catch the falling mail. "Thank you for the mail delivery!" she then smiled. "Have a wonderful day!"

Derpy smiled back to that before saluting her and flew off.

"Um... Hi?" Atticus smiled.

"Oh! Hello, there!" The filly smiled back cutely.

"Hey," Lionel waved.

"I don't think I've seen you guys around here before." The filly smiled.

"We could say the same about you," Darla replied. "Who are you?"

"I'm Cozy Glow," The filly smiled. "I started here a little late, but now I'm Princess Twilight Sparkle's new Friendship Assistant."

Lionel squinted suspiciously at the filly. "Uh-huh..."

Cozy Glow soon flew in through the doors to clean up a bit.

"Where are the others?" Cherry asked.

"Well, Professor Rainbow Dash ended up having to host a field trip for Princess Twilight because I asked her to, and the others are in Cloudsdale now." Cozy Glow smiled.

"Ooh! Atticus, can I go with them?" Darla beamed.

"Hmm... I'd love to come, but I wanna say hi to Twilight first," Atticus replied. "Cherry, you earned your wings, could you take Darla to Cloudsdale?"

"Oh, sure!" Cherry replied.

"...Cloudsdale?" Lionel asked curiously.

"You wanna come with me?" Cherry asked Lionel. "I could take you there too so Atticus can say hi to Twilight."

"Um...okay." Lionel replied.

Cherry soon took Lionel and Darla for a ride on her back as she flew them towards Cloudsdale.

"You're new here, right?" Cozy Glow smiled to a filly who seemed to be lost. "I'm Cozy Glow, Professor Sparkle's friendship assistant. Welcome to our school!" she then took a look at her schedule to help the new filly out. "Your first class is just down that hall." She then soon flew off into the library as the others began to follow her to find Twilight.


"This place looks amazing." Phoebe smiled as she rode on her brother's back.

Lionel's eyes widened, and he snickered to himself as he began jotting something down on his notepad. Cherry soon took Darla and Lionel to Cloudsdale, and it was a bit of a surprise since only pegasi were able to wander around the clouds without worrying about falling.

"Ta-da! The Pegasus Weather Factory!" Rainbow Dash told the students. "Every drop of rain or flake of snow from Cloudsdale comes from there."

"So this is where they make their precipitation." Lionel replied.

"Pretty much, yeah." Cherry said.

"Ooh..." Darla looked around in awestruck.

"Oh, hey, Cherry, I didn't know you were-" Rainbow Dash smiled before yelping at Lionel's appearance since he was human and not a pony. "WHAT IN EQUESTRIA IS THAT?!"

"...Yo." Lionel replied casually.

"Uh, well, you know me, Atticus, Darla, Amber, Annabelle, and Patch are from a different world..." Cherry said to Rainbow Dash.

"Do you all look like that?" Rainbow Dash asked.

"Well... More or less..." Cherry said. "This is what we call a human."

"Oh... Ohh... Like that time Twilight had to get the Crown and she ended up in that other world and met you guys for the first time..." Rainbow Dash replied. "So, uh, is he a friend of yours?"

"Yep." Cherry replied.

"Name's Lionel, good to meet ya." Lionel smiled and waved.

"...Weird... Anyway... Welcome." Rainbow Dash said.

"Uh, RD?" Cherry asked. "How are we ALL floating?"

"I cast a spell to let everyone walk like Pegasi for the field trip." Starlight smiled as she walked over.

"I'm just floating 'cuz I'm able to do that." Lionel replied.

"Wow! I've never stood on a cloud before!" Ocellus smiled as she enjoyed the trip so far.

"Now, I know it might seem strange with other creatures here than ponies, trust me, it took some getting used to," Cherry told Lionel as they explored Cloudsdale together. "Ocellus is a Changeling... There's Silverstream who's a seapony/Hippogriff from when we faced The Storm King, who I don't see... Oh, and that's Gallus the Griffin... Sandbar the Pony, he reminds me of a very young Atticus... Oh, and that's Yona the Yak from Yakyakistan... Uh... Am I forgetting anyone?"

Lionel shrugged. "Dunno."

"Hey, Yona!" Gallus smirked to the yak as he stood over a cloud. "Come check out this view! Unless you're too scared."

Yona's teeth chattered behind Cherry before she soon stood bravely, coming by the griffin. "Yona not scared!"

"Ah, Gallus... I feel like he might be related to Gilda." Cherry commented.

"Maybe, maybe not." Darla replied.

Yona smirked to Gallus and came over to the cloud before falling right through it which made everyone gasp and panic for her. "Now Yona scared!" she then cried out.

Starlight tried to use her magic, but for some reason, it didn't work. Soon, she fell, and everyone else who didn't have wings soon fell right through the clouds.

"Looks like you're in need of a...net gain!" Lionel remarked as he snapped his fingers; below the clouds, but above the ground, a large trapeze net appeared to catch the falling creatures.

Rainbow Dash let out a breath of relief from that.

"I don't understand," Starlight frowned. "I-It's like my spell stopped working. That's... Never happened before."

"Seems like your species might be experiencing a...powers outage?" Lionel asked.

"I-I'm not sure." Starlight frowned.

"Come on, let's go tell Twilight." Darla suggested before her best friend Amber appeared.

"Huh?" Lionel asked. "Where'd you come from?"

"I'm not sure..." Amber replied. "...Uh... Who are you?"

"This is Lionel," Darla told her best friend. "I think he's Cherry's boyfriend."

Lionel smirked. "Perceptive little sprout, aren'cha?" he remarked.

Darla smiled bashfully to that.

"Well, it's nice to meet you, but shouldn't you be a pony like some of the rest of us?" Amber smiled politely.

"Eh, while that WOULD be interesting, I'm not exactly keen on losing my ability to grab things with my fingers." Lionel explained.

"Oh, well, um, welcome to Equestria anyway," Amber smiled. "I'm Darla's best friend."

"She's the niece of Roger and Anita." Darla told Lionel.

"Oh! Well, any friend or family of theirs is a friend of mine!" Lionel replied.

Amber and Lionel shook hands/hooves.

"Uh, everything okay over here?" Amber asked out of concern.

"There was a field trip to Cloudsdale, but something went wrong." Darla frowned.

"Yeah, the cloudwalker spell suddenly went-" Lionel explained, before doing the sound of a light bulb shorting out. "...and everyone went-" he then did a descending whistle sound. "But then I snapped my digits and made a big net to catch them!"

"Pretty much." Cherry then added in conclusion.

Amber looked a bit worried. They soon came to see Twilight to tell her what happened.