Megan and the little ponies followed Phyllis out of the Estate and through Ponyland, looking for Medala. They crossed the jeweled desert and went past the Royal Paradise to get there.

"It could be a long journey," Phyllis said. "It took me awhile to reach Paradise Estate."

"We'll just have to deal with it," Magic Star said. Surprise, Heart Throb and Wind Whistler were up ahead flying.

"I think I see something in the distance!" Surprise called to the others.

"What is it?" Megan asked.

"Looks like a castle," Surprise said.

"Is it made of black and white marble?" Phyllis asked. "Complete with towers?"

"Yeah," Surprise said.

"Then that's Medala," Phyllis said.

The ponies and their friends made their way to Medala. It looked a lot better from a distance. Once the group was up close and personal to Lady Chloe's castle, they were slightly intimidated.

"I don't like the looks of this place, Megan," Galaxy said.

"Neither do I," Magic Star said.

"But it's the only way we can lift the curse," Phyllis said.

Megan, Phyllis, and the ponies watched the guards walk in and out of the palace.

"Must be changing of the guards," Magic Star said.

"That gives me an idea," Megan said. "If we time it right, we can sneak in."

The group walked inside the castle. Phyllis outside. It would be too dangerous for her to go in and face Lady Chloe. Heart Throb staid with her. Megan and the rest of the ponies managed to get inside the castle unnoticed. They moved away from the guards, and began to look for the Medallion of Medala.

"Where do we go from here?" Magic Star asked.

"The throne room," Phyllis said. "Follow me, and be careful."

The group made their way to the throne room. Lady Chloe was there, but she was sound asleep in her throne. She was wearing a blue medallion around her neck, and it was embedded with rubies, emeralds, and sapphires.

"That's gotta be it," Magic Star said.

"Oh it's so beautiful," Fizzy whispered.

"It is indeed very exquisite," Wind Whistler said. "But we must find a way to retrieve it and return to Paradise Estate with it without arousing Lady Chloe."

"What'd . . . ." Fizzy started.

"I said we had to get it without waking up Lady Chloe!" Wind Whistler yelled, losing all her patience with Fizzy entirely. Of course, that did it. Lady Chloe woke up, and saw Megan and the ponies in her throne room.

"Huh! What!" she shouted. She knew they weren't her guards. She was too smart to fall for that old trick, unfortunately.

"GUARDS!" she shouted. "GUARDS! INTRUDERS!"

"Let's split!" Surprise shouted.

"But what about the medallion?" Gingerbread asked.

"We'll get it later!" Magic Star shouted, and she and the others ran out of the throne room. They were about to run out of the palace, when they found they were blocked off by the guards, so they went another way.

"Let's get out of here!" Gingerbread yelled.

Galaxy and Fizzy winked out then and there to avoid the guards. Wind Whistler flew into the air. The others just ran. It was all they could do. They ran up a flight of stairs until they were on the castle roof.

"Where do we go now?" Fizzy asked.

"Nowhere!" Lady Chloe shouted. "I know you're helping my stepdaughter break that curse on her! But you never will!"

"Wanna bet?" Fizzy asked, as she lit up her horn. Bubbles flew out of it, and practically blew Lady Chloe down the stairway.

Wind Whistler flew down and snatched the Medallion of Medala off Lady Chloe's neck as she fell, and then fled from the palace. The others followed her. Lady Chloe was all but pleased.

"Oooohhh!" she shouted. "You haven't won yet, little ponies!"

Lady Chloe whistled and a flying horse appeared. She climbed on it, and started making her way to Paradise Estate. The ponies and their friends had just made it back.

"According to the Moochick's book," Paradise said. "All you have to do is put the medallion into the mix, and then the spell will be broken."

"I hope it works," Phyllis said, and she started to put the medallion into the cauldron. It barely touched the mix when it suddenly froze, and wouldn't go anywhere.

"Now what?" Sparkler asked.

"You'll never lift that curse if I can help it!" Lady Chloe shouted.

"Come on, Lady Chloe," Gingerbread said. "What do you have against Phyllis?"

"Because she was so pretty!" Lady Chloe shouted. "So pretty and everyone loved her! No one will love me the way they love her!"

"But Stepmother," Phyllis said. "You're a very beautiful woman. And my father did love you very much."

"Besides, Phyllis told us you were devoid of love," Surprise said.

"They all love her because she's so sweet and kind and blecchhh!" Lady Chloe shouted. "I wanted to make sure no one ever loves her again! So I turned her into an old hag!"

"Sounds like a pretty dumb reason to do that to me," Danny said.

"Who asked you!" Lady Chloe shouted. "But you'll never lift this curse. EVEN IF I HAVE DO DESTROY EVERY LAST ONE OF YOU!"

Lady Chloe grabbed her medallion and began blasting at the little ponies and their friends. The unicorns began winking out and the Pegasi flew into the air to avoid her. The Earth ponies and their human friends ran under tables and behind furniture to avoid getting blasted and barbequed!

"We'll never break the curse without that medallion!" Fizzy shouted.

"I know," Galaxy said. "But if we try to get it, we'll be barbequed! We've got to get it away from Chloe somehow!"

"We'll have to be pretty fast," Megan said.

"Fast!" Surprise shouted, smiling. "That's it. That's it! Megan, you're a genius! WHIZZER!"

Whizzer flew into the window and zoomed in over Surprise.

"Fly into that crazy lady," Surprise said. "We need that medallion before she ends up smashin' the cauldron!"

"You got it, Surprise!" Whizzer shouted, and she flew to Lady Chloe. She was so intent on destroying Phyllis and the cauldron she didn't even see her coming! Whizzer reached down and grabbed the medallion off her neck.

"My medallion!" she shouted. "Give it back to me!"

Whizzer didn't answer. She threw the medallion into the cauldron so fast, Lady Chloe didn't have a chance to do anything about it!

"NOOOOO!" she shouted.

The minute the medallion hit the goop in the cauldron, Lady Chloe lost her power and an extremely bright glow filled the room. Lady Chloe jumped on her horse and flew off for Medala.

"I'll get even with all of you if it's the last thing I ever do!" she shrieked, and disappeared.

"Not likely," Whizzer said. She turned around just as the bright glow subsided. The old hag that was once in the room was now a beautiful, blond haired girl.

"It worked!" Gingerbread cheered. "The curse is broken!"

"Oh thank you!" Phyllis shouted, hugging Gingerbread around the neck. "Thank you all so much!"

All the ponies cheered. Phyllis hugged all her new friends around their necks. She was so grateful to all of them. She came to Whizzer and Surprise and gave them the biggest hug of all.

"I want to thank you two most of all," she said. "If it wasn't for you, I never would have lifted my curse."

"You're welcome," Surprise said. "We were happy to help!"

"I'll fly you back to Barberia," Paradise said. "I'm sure you'll be happy to go home."

"I will be," Phyllis said as she climbed on Paradise. She waved to all her new friends as Paradise took to the air.

"Thank you all so much! I'll never forget you!" she called.

The others waved and called their goodbyes. Another adventure in Ponyland had come to an end.

The End