- The Princesses transmit their remaining power into Twilight as a last ditch effort to save Equestria.
- With Tirek gaining power with Discord's help throughout Equestria, Princesses Celestia, Luna, and Cadence deem to transfer their powers to Twilight Sparkle for safe keeping. Twilight is unsure why they should do this, but Celestia explains that Tirek has no idea of Twilight's being a Princess.
After gaining their powers, Twilight Returns to Ponyville, and finds that with the added powers, comes the problem of controlling them (as well as now having to raise the sun since she has inherited Celestia's powers!).
As expected, Tirek and Discord come to Canterlot, but grows enraged when he finds the Princesses their powerless. After expelling them to Tartarus, Tirek gives Discord an amulet of his (a 'sign of his gratitude and loyalty'), but then is surprised to see Twilight's window in the castle. It is then that Discord reveals his knowledge about Twilight, and they both head to Ponyville.
Meanwhile, Twilight has gone off to work on handling her new powers, and urges her friends to tell everyone else to stay indoors.
Once they have accomplished this task, Discord shows up, and shocks them (and Spike) by caging them. Tirek then drains them of their powers, and shocks Discord when he also drains the Draconequus of his powers. Discord is surprised at this turn of events especially given the amulet he received, but Tirek claims that it's a worthless amulet given to him by the brother who betrayed him.
Tirek then goes off looking for Twilight, who is still attempting to get a handle on her powers. Tirek sees her materialize on a porch in her library, and shoots off a fireball, that decimates the structure.
Twilight and Tirek then engage in a battle, but after several minutes, Tirek notes that they are evenly matched. He then proposes a trade: Twilight's friends for her magic.
Though her friends plead to not give in, she is willing to accept the trade, and even accepts the release of Discord, also claiming him to be a friend as well.
With her powers now gone, Twilight is unsure just what to do. As a sign of his gratitude to her, Discord presents her with the amulet Tirek gave him. Seeing it, Twilight gets an idea.
The group rushes back to the Tree of Harmony, and the amulet becomes the sixth and final key! As Tirek nears, the girls turn the keys, and a rainbow light envelopes them, giving them a new enhancement: Rainbow Power!
Even with all the power he has, Tirek is unable to stop the onslaught, and is drained of his powers, weakening him, before being sent back to Tartarus.
The Mane 6 then fly throughout Equestria, restoring everypony's powers. Returning to the Tree of Harmony, their Rainbow Power dissipates, and they watch as the box flies into the air, and embeds itself in the ground near Ponyville. From the ground, rises a castle for Twilight.
The group goes inside, and Twilight claims that she now knows what her purpose is to be: a Princess of Friendship! Within the main hall are 7 chairs (one also for Spike!), though Discord does wonder where his is...but it soon becomes apparent that maybe once he truly has learned about the magic of Friendship, he may get one one day.
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