# My Little Pony: Friendship is Magic (season 3)

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The following is a list of quotes from the third season which ran from November 10, 2012 to February 16, 2013. My Little Pony: Friendship is Magic.

### The Crystal Empire

Part 1
    Twilight Sparkle: You want me to help protect an entire empire?
    Princess Celestia: It is, as I said, a different kind of test. But one I'm certain you will pass.
    Twilight Sparkle: How do I begin?
    Princess Celestia: By joining Princess Cadence and Shining Armor in the Crystal Empire.
    Twilight Sparkle: My brother is there?
    Princess Celestia: He is. Your Ponyville friends will join you as well. I have every confidence you will succeed. And when you do, I'll know you are ready to move on to the next level of your studies.
    Twilight Sparkle: But what if I fail?
    Princess Celestia: You won't.
    Twilight Sparkle: But, what if...?!
    Princess Celestia: You won't.
    (Beat)
    Princess Celestia: But Twilight... In the end, it must be you, and you alone, who ultimately assists Princess Cadence and Shining Armor in doing what needs to be done to protect the Empire. Do you understand?
    Twilight Sparkle: Mmm-hmm.
    Princess Celestia: Then go. There is no time to lose.
    Shining Armor: Twily! You made it. We better get moving. There are things out here we really don't want to run into after dark.
    Fluttershy: [gulps] What kind of things?
    Shining Armor: Let's just say the empire... isn't the only thing that's returned.
    Shining Armor: Something keeps trying to get in! We think it's the unicorn king who originally cursed the place.
    Twilight Sparkle: But Princess Celestia said I was being sent here to find a way to protect the empire! If King Sombra can't get in, then it must already be protected. [roar]
    Fluttershy: [gasps] Th-That's one of the things, isn't it?
    Shining Armor: Guh. We have to get to the Crystal Empire. Now.
    Applejack: Sorry, Twilight. These crystal ponies seem to have some kind of collective amnesia or something. Only thing I was able to get out of them was something about a library.
    Twilight Sparkle: [excitedly] A library? Well why didn't you say so?
    Applejack: Uh, thought I just did...

### Part 2

    [Twilight Sparkle opens a door at the bottom of the staircase with dark magic, revealing a negative vision of the future]
    Princess Celestia: What are you doing here?
    Twilight Sparkle: I don't know! I opened the door and-
    Princess Celestia: And now you must go.
    Twilight Sparkle: Go where?
    Princess Celestia: Doesn't matter to me. You failed the test, Twilight!
    [Twilight is horrified, commercial break]
    Twilight Sparkle: I don't understand! The test-
    Princess Celestia: Not only will you not move on to the next level of your studies, you won't continue your studies at all!
    Twilight Sparkle: I... you didn't say anything about no longer being your student if I failed!
    Princess Celestia: Didn't I? [walks away]
    Twilight Sparkle: But... what do I do now?!
    [She looks up and sees a stained glass window of Sombra's victory; she drops in sadness and cries.]
    Spike: [voiceover] Twilight! Twilight?!
    [In reality, Twilight is staring at the door hypnotized by Sombra's dark magic.]
    Spike TWILIGHT! TWILIIIIIIIGHT!!!!!
    [Twilight hears him and comes to her senses; he comes downstairs.]
    Spike: [rapid fire] I know you told me to stay up there, but you were down here for such a long time and you weren't answering and I got worried, so I came down here, and you were just staring at that wall and... I was calling your name, but I couldn't seem to get your attention, and... What were you looking at? I mean, it's just a wall.
    [The door's magic affects Spike]
    Spike: Ponyville? Well, how did I get... No! I-I don't want to go! Please, Twilight! Don't make me!
    [Twilight closes the door, snapping Spike out of it.]
    Twilight Sparkle: King Sombra's dark magic. A doorway that leads to your worst fear.
    Spike: We were home... you told me you didn't need me anymore. You were sending me away.
    Twilight Sparkle: A fear that will never come to pass. I'm never gonna send you away. And I'm not gonna fail my test!
    [She uses her own magic on the door, allowing them access through.]
    Rainbow Dash: Who wants a flugelhorn?
    Pinkie Pie: I want a flugelhorn!
    Rainbow Dash: [frustrated] Who else wants a flugelhorn?
    Pinkie Pie: [screaming] I want a flugelhorn!!
    Rarity: [to Applejack] I am running out of weaving materials for the Traditional Crafts booths! I just made a hat out of three pieces of hay and a drinking straw! I made it work, but still!
    Princess Celestia: It's beautiful.
    Twilight Sparkle: I wish it had been me who ultimately made it so. But it wasn't.
    Princess Celestia: Twilight, as I understand it, Spike brought Princess Cadance the Crystal Heart, because you weren't sure how quickly you could find a way to escape from the tower. You weren't willing to risk the future of the citizens of the Crystal Empire in an effort to guarantee your own. Far better that I have a student who understands the meaning of self-sacrifice, than one who only looks out for her own best interests.
    Twilight Sparkle: Does this mean...?!
    [Celestia nods happily. Outside...]
    Spike: She's totally gonna lose it! [breathes] Keep it together, Buddy. Gotta stay strong...for Twilight!
    [Twilight throws the door open. After a pause...]
    Twilight Sparkle: I...passed!!!
    [The others cheer happily and Spike hugs Twilight.]

### Too Many Pinkie Pies

    Twilight Sparkle: Pinkie! What in the wide, wide world of Equestria are you doing now?
    Pinkie Pie: Oh, but wait; I just told myself to not talk to myself any more. I should say something to her. Or, would that still be talking to myself? Excuse me, me? Can I have a word with you? Uh, I mean, me? Listen, I can see you're having lots of fun, but-
    Pinkie Pie duplicate: Fun?! Did somebody say fun? Where?
    Pinkie Pie: Okay, between the bunch of us, we should have every nook and cranny of fun in Ponyville covered, at all times. An unprecedented and massive undertaking! But first, a pop quiz on the names I taught you! [flips through drawings on a noteboard]
    Pinkie Pie duplicates: Applejack! Fluttershy! Pinkie Pie!
    Pinkie Pie: Excellent. Okay, let's get on with this, folks. Fan out on three. One- [everyone quickly leaves] Eh, good enough.
    Pinkie Pie duplicate 1: [sees the orange-frog that Twilight had made earlier in a window] Is that... Is that a frog crossed with an orange?
    Pinkie Pie duplicate 2: Cool!
    Pinkie Pie duplicate 3: Where? [all three clones are zapped back to the pond by Twilight Sparkle]
    Pinkie Pie duplicate 4: [to another clone] Look what I can do with my hooves! [inflates fingers out of a hoof; both are zapped away]
    Pinkie Pie duplicate 5: Betcha can't make a face crazier than... THIS! [makes a Generation Three face; is zapped away]

### One Bad Apple

    Apple Bloom: What... just happened?
    Scootaloo: I think Babs just went to the dark side.
    Sweetie Belle: We have to tell Applejack!
    Apple Bloom: No! We're not snitches!
    Scootaloo: Yeah, and we're not babies!
    Sweetie Belle: Then... why do I feel like crying?
    [The Cutie Mark Crusaders are trying to get into Pinkie Pie's lettuce-shaped float]
    Scootaloo: Pinkie Pie, let us in!
    Pinkie Pie: [laughs] Funny joke!
    Apple Bloom: No, really! Let- us- in!
    Pinkie Pie: Ohhh! Here!
    Apple Bloom: Y'see, Babs, we were tryin' to get you back for bein' a big bully...
    Scootaloo: But then Applejack told us about how you were being bullied back in Manehattan.
    Sweetie Belle: And we figured out you were just doing it to avoid getting picked on in Ponyville. But by then... we were the ones being bullies, and... Oh, why does life have to be so ironic?!
    Sweetie Belle: [reading] We, the Cutie Mark Crusaders, elect Babs Seed to join us as a sister, friend, [unsurely] confidant, ally, bosom buddy, gal pal, comforter, chum'o'chums...
    Scootaloo: [clears throat]
    Sweetie Belle: Well you wrote this!
    Scootaloo: Oh, uh, yeah...
    Sweetie Belle: ...Homegirl, Amigo, blah blah blah blah blah... Oh, yes, here. ...and fellow Cutie Mark Crusader! You are solemnly sworn in, here this day, in witness of your fellow sisters, friends, confidants, bosom buddies, compadres...
    Scootaloo: [interrupts] Congratulations! [quickly, under her breath] Gotta remember to revise that.

### Magic Duel

    Spike: Your magic has really improved since we came to Ponyville, Twilight. Princess Celestia's going to love it.
    Twilight Sparkle: Thanks, Spike. I have to be at my best when she arrives with the delegates from Saddle Arabia. I can't believe she's trusting me with the entertainment.
[thud]
    Rainbow Dash: Twilight! Come quick! It's an emergency!
    Trixie: I became a laughing stock! Everywhere I went I was laughed at and ostracized! I even had to take a job on a rock farm just to earn a living! A rock farm!
    Pinkie Pie: Hey! You're lucky a rock farm would take the likes of you! [Trixie drags Pinkie Pie's mouth into a trash bin]
[Snips and Snails are pulling a wheel-less cart ridden by Trixie]
    Trixie: Pull you fools! [whips Snips and Snails] Somepony set off the magic forcefield, and Trixie intends to punish them!
    Snips: [struggling] But wouldn't it be faster if we had some ... wheels?
    Trixie: The Great and Powerful Trixie doesn't trust wheels. Now pull faster!
    Snails: Yes, I'm tellin' you Snips! She's getting weirder and weirder!
    Fluttershy: [being dragged away by animals] Oh, this is me being brave! I wanna be brave at home, locked in my closet, with my teddy bear!
    Trixie: But what about the pony with the ten instruments?
    Twilight Sparkle: That's not magic, that was just Pinkie Pie.

### Sleepless in Ponyville

    Apple Bloom: Well, duh! Of course you can go!
    Sweetie Belle: And I'll get Rarity to come too! [unsurely] Rarity loves camping!
    [Back at Rarity's studio]
    Rarity: I despise camping! All of that... urrgh... nature.
    Sweetie Belle: Applejack's going with her little sister. But, y'know, if you don't wanna spend time with me... [puts on a sad "puppy-dog" face]
    Rarity: [tries to resist for a moment] ...Oh, all right! Ooh! Of course, I will need to find an outfit more appropriate for "roughing it". Ooh!
    Sweetie Belle: [to Scootaloo and Apple Bloom, hiding in a closet] See? Told you she'd wanna go.
    Rainbow Dash: Okay, everybody get comfortable, 'cause I'm about to tell you the best story you've ever heard.
    Scootaloo: Is it about the time when Rarity had wings, and then they got ruined, and then you saved her from plummeting to her doom?
    Rainbow Dash: Okay, maybe it's the second best story you've ever heard. But it's also one of the scariest. You like scary stories, don't you? It all happened on a night just like this one, in a forest, just like this...
[after some time has passed]
    Rainbow Dash: And then, the olden pony asked "Who's got my rusty horseshoe?".
    Sweetie Belle: [scared] Not me!
    Rainbow Dash: [points at Scootaloo] You do! [Apple Bloom and Sweetie Belle jump up screaming, while Scootaloo flinches]
    Princess Luna: Everypony has fears, Scootaloo. Everypony must face them in their own way. But they must be faced, or the nightmares will continue.
    Scootaloo: [confessing] I'm so, so sorry Rainbow Dash. I just wanted you to hang out with me and see how cool I was so you'd take me under your wing and teach me everything you know and become like my big sister. But then you started telling all those spooky stories, and I got scared! [upset] I thought I heard the Headless Horse so I ran out here by myself, and... [cries for a moment] I guess you know all the rest.
    Rainbow Dash: Hey, I'm gonna tell you something, but, if you ever tell anypony else, I'm gonna deny it. First time I heard those stories... [looks around] I was scared too.
    Scootaloo: [sniffling] You were?
    Rainbow Dash: Sure! I mean, I got over it because I realized, pretty quick, that if there was such thing as a Headless Horse, I could totally take it on. So, you're looking for somepony to take you under their wing, huh?
    Scootaloo: Mm-hmm.
    Rainbow Dash: Yeah, I might be up for something like that. [Opens her wing, takes Scootaloo under it]

### Wonderbolts Academy

    Pinkie Pie: Wait! If I'm not here when Rainbow Dash's letter arrives, I won't be able to read it right away, and if I don't read it right away I won't be able to write her back right away, and if I don't write her back right away, she might think I didn't get her letter and then she might worry about loss and then she's worried about her letter, she'll be distracted and if she's distracted then she won't do well in the Academy and if she doesn't do well in the Academy, then she'll get kicked out and if she gets kicked out she'll never get to be a Wonderbolt and if she never gets to be a Wonderbolt all her dreams will be crushed! And it'll be ALL. MY. FAULT!
    Applejack: So... in other words, you're stickin' by the mailbox.
    Pinkie Pie: Yup.
    Rainbow Dash: A hoofbump? Seriously? You made me clip my wing. You send half of our class into serious tail-spins on the obstacle course. You unleashed a tornado that nearly demolished my friends!
    Lightning Dust: ...Yeah. And?
    Rainbow Dash: And I get that you want to be the best. So do I! But you're going about it in the wrong way.
    Spitfire: [sitting at her desk looking over file] This better be important. You're supposed to be up there busting clouds with your partner.
    Rainbow Dash: We're done with that, ma'am.
    Spitfire: Already!? [looks at a clock on the wall] That's an academy record! Explain your methods.
    Rainbow Dash: That's why I'm here, ma'am. Lightning Dust decided to use a tornado.
    Spitfire: A bit excessive for cloud-busting, but judging from your time, it was obviously an effective tactic.
    Rainbow Dash: Yeah, well that "effective tactic" nearly took out my friends!! No disrespect, ma'am, but there's a difference between pushing yourself as hard as you can and being reckless. And if being reckless gets rewarded around here, if that's what it means to be a Wonderbolt, then I don't want any part of it.
    Spitfire: What are you saying, newbie?
    Rainbow Dash: [lays her wing pony badge on desk] I quit. [Spitfire stunned; leaves office, looks back fearfully]
    Spitfire: Rainbow Dash! How dare you storm out of my office without giving me a chance to respond?! The Wonderbolts are looking for the best flyers in Equestria, but you were right. Being the best should never come at the expense of our fellow ponies. It's not just about pushing ourselves. It's about pushing ourselves in the right direction. You've shown that you're capable of doing just that. You're no wing pony, Rainbow Dash, you're a leader.
    Rainbow Dash: Ohmygoshohmygoshohmygoshohmygoshohmygosh!
    Spitfire: Now get out there and give me twenty!
    Rainbow Dash: Yes ma'am.

### Apple Family Reunion

    Apple Split: Hey, where did all them apple fritters go? [hears chewing sounds, looks under table to find Applejack] And who are you, little one?
    Baby Applejack: I'm Appwejack! Mowe appwe fwittews? [Apple Split smiles]
    Granny Smith: [to Apple Bloom] ...and that's how we found out your sister had the appetite of a full-grown stallion!
    Applejack: Alrighty, ponies! Ready to have some fun?
    Babs Seed: Whoa, is that the finish line? It's like a mile away or somethin'!
    Applejack: Actually, that's just the marker where you go on to the next leg of the race.
    Apple Bloom: There's more?
    Applejack: Much more. Trust me, I have put together somethin' you are never gonna forget. After the seven-legged race you're gonna wanna hurry up and head over here, where you'll be bobbin' for apples!
    [splash]
    Applejack: Then you'll run around these trees fifty times until you're real good and dizzy, then you'll jump these big wooden hurdles, and then there's the final leg, where you'll balance plates on your head while sayin' “Pappy pony picked a pluck of prickly pluffnuggets” over and over and over again. Last pony standin' wins!
    Apple Bloom: ...Seriously?
    Applejack: Seriously! C'mon, y'all, let's start makin' some memories! On your mark... get set... go!
    Granny Smith: How long you had those new chompers, Auntie Applesauce?
    Auntie Applesauce: A lady never reveals the age of her teeth.
    Apple Rose: [rolling her eyes] Ugh...
    Auntie Applesauce: Don’t you roll your eyes at me, Miss Apple Rose! I imagine you two think I have forgotten what you did to my parasol six reunions ago?
    Granny Smith: [giggles] We were just usin’ it to help break open that piñata.

### Spike at Your Service

    Rainbow Dash: AJ, Rarity, what's happening?
    Rarity: Applejack saved Spike's life and now he has to serve her forever.
    Rainbow Dash: Sweet! What are you having him do? Wash your laundry? Clean your room? Help you with your unfinished novel? Mine's about this awesome pegasus who's the best flyer ever, and becomes the captain of the Wonderbolts!
    Rarity: However did you come up with that ingeniously woven intricate plotline?
    Rainbow Dash: Just came to me.
    Spike: Maybe Applejack needs help realizing what she needs help with! Like, maybe her back itches!
    Applejack: Huuuuh, that does feel... good...
    Spike: [laughs] See? Or you might need help remembering your favorite song! [singing] The Dragon is the finest creature ever, there's more to him than just guarding treasure!
    Fluttershy: I don't think that's her favorite-
    Spike: Or you might need help breathing!
    Applejack: Breathing? I certainly do not-
    [Spike inflates Applejack with a pair of bellows. Applejack then deflates, sending Spike into a bush.]
    Spike: See? There are plenty of things I can help you with, and you don't even have to trouble yourself with thinking of them.
    Applejack: No I'll think of them. Let me think of them.
    Applejack: Alright, y'all, here's the deal. Spike needs to save my life.
    Pinkie Pie: And you want us to shoot you out of a cannon towards a hornet's nest and give Spike a butterfly net so he can catch you mere seconds before you hit the nest and are stung by a thousand angry hornets! [puts on a moustache] I'll wear this moustache.
    Applejack: No. I am gonna be attacked by a timberwolf!
    Everyone else: [gasps]
    Pinkie Pie: Can I still wear the moustache?
    Pinkie Pie: Just one question?
    Applejack: Yes? [Pinkie Pie's moustache re-appears] No.
    Pinkie Pie: Meh, suit yourself! [kicks away the net, nest and party cannon]

### Keep Calm and Flutter On

    Spike: But I still don’t get why the Princess would be so late.
    Twilight Sparkle: She’s bringing an important visitor. That could be part of it.
    Rainbow Dash: A visitor who is important and slow!
    Rarity: Maybe it’s somepony so terribly important, she still had many more terribly important things to do before she got here.
    Spike: [tugging Twilight's tail] Maybe the visitor has a deer antler, a goat leg, a bat wing, and a snake tail!
    Twilight Sparkle: [rolling her eyes] Yeah, right. That’s Discord.
    Rarity: Why in the wide wide world of Equestria would Princess Celestia bring along someone like that?
    Spike: M-M-M-Maybe you should ask...her!
    Applejack: What’s he goin’ on about now?
    Fluttershy: Good news. Mr. Beaverton Beaverteeth has agreed to take his dam apart and move it.
    Applejack: Well, it’s about time! My apple trees are so waterlogged, I can practically hear ’em gargle!
    [Mr. Beaverton Beaverteeth chatters]
    Fluttershy: But he says first you’ll have to apologize for calling him a nuisance.
    Applejack: Apologize?! He’s lucky I didn’t call him a varmint!
    [Mr. Beaverton Beaverteeth chatters angrily]
    Fluttershy: [gasps] Mr. Beaverton Beaverteeth! Such language!
    [Pause]
    Applejack: Fine, fine. I apologize.
    [Mr. Beaverton Beaverteeth starts taking the dam apart]
    Princess Celestia: I'm fully aware that the last time Discord was here, he created serious havoc.
    Rainbow Dash: If by "serious havoc" you mean "turning Ponyville into the chaos capital of the world"...
    Rarity: ...and tricking us all into being the opposite of our true selves...
    Pinkie Pie: And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight! Not a single dollop!
    Rainbow Dash: You big liar!
    Discord: Now, look who's a liar. Anyone can plainly see that I'm not big at all. [camera zooms out to reveal he made himself smaller on the couch]
    Rainbow Dash: Ugh, I can't believe we're having a dinner party with Discord!
    Rarity: This evening is sure to be a disaster. Glad I didn't bother wearing my fanciest outfit.
    Twilight Sparkle: Fluttershy thinks this is the way to reform Discord and asked us to give it a chance.
    [door opens]
    Discord: Oh, our pony guests! [upper class voice] We're so delighted that you've come. Please, do come in.
    Fluttershy: See what a beautiful job he did helping? Discord set the entire table himself. I'm so proud.
    Discord: May I take your... [clears throat] hats, ladies?
    Twilight Sparkle: Hang on to your elements, girls. It's gonna be a bumpy night.
    Discord: [scared] The stare?! Oh, no, please! Not that! Anything but your disapproving eyeballs! [laughs]

### Just for Sidekicks

    [Spike overhears Scootaloo in the Cutie Mark Crusaders' treehouse]
    Scootaloo: Has anyone seen Tank's head? Where's its head?!?
    [Spike drops everything and runs in]
    Spike: [angrily] What have you done to the turtle!?
    [Scootaloo and Tank are covered in paint, Tank's head pops out of its shell]
    Scootaloo: Ohhhh, I totally forgot he could do that.
    Sweetie Belle: So we could hear all about the Crystal Empire, and find out if you brought us one of the crystal snowglobes that they sell at the train station!
    Rarity: How did you know about the snowglobes?
    Sweetie Belle: Um... lucky guess?
    Applejack: My dogs are barking.
    [As she sits down, Winona's bark can be heard]
    Applejack: Did y'all hear that? They really are!

### Games Ponies Play

    Twilight Sparkle: I need to speak to the Princess.
    Rarity: You can't! You mustn't! She's in the middle of a delicate conditioning rinse that must go perfectly if there's to be any hope for her hair!
    Twilight Sparkle: Come on, how bad can it be?
    Rarity: Imagine her mane turned into a porcupine.
    Twilight Sparkle: Eww.
    Pinkie Pie: [unsurely] So, you see this here? This, um, this is um, a big, round room. It's known for its roundness, and bigness, and did I mention that it's round?
    Tourist: I think they call it a rotunda...? A small, confining, rotunda...
    Pinkie Pie: [blows a raspberry] Whatever! Round is round, am I right?
    Rainbow Dash: [sigh] You know? It feels good to help others get something you always wanted but never had. Almost as good as getting it yourself. Almost.
    Rainbow Dash: WE GOT THE WRONG PONY?!
    Pinkie Pie: NOOOOOOOOOOOOO!!!!!!! I mean... YEEEEEEESSSSSSSSSSS!!!!!!!
    [Twilight breathes rapidly to try calm herself down while Rainbow starts to get stressed]

### Magical Mystery Cure

    [crowd cheering]
    Princess Celestia. Say something, Princess.
    Twilight Sparkle: Oh. Um... [clears throat] A little while ago, my teacher and mentor Princess Celestia sent me to live in Ponyville. She sent me to study friendship, which is something I didn't really care much about. But now, on a day like today, I can honestly say I wouldn't be standing here if it weren't for the friendships I've made with all of you. Each one of you taught me something about friendship, and for that, I will always be grateful. Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you, everypony!
    [crowd cheering]
    Shining Armor: Twilight! I'm so proud of you!
    Twilight Sparkle: Are you crying?
    Shining Armor: Of course not. It's... it's liquid pride. Totally different thing.
    Twilight Sparkle and Shining Armor: [laughing]
    Applejack: Way to go, Princess!
    Pinkie Pie: Best coronation day ever!
    Fluttershy: We love you, Twilight.
    Twilight Sparkle: I love you too, girls!
    Twilight Sparkle: Yes! Everything's going to be just fine!

## Cast

* Tara Strong as Twilight Sparkle
* Ashleigh Ball as Applejack, Rainbow Dash, Male Applejack, Apple Rose, Apple Dumpling and Crystal Pony
* Andrea Libman as Pinkie Pie, Fluttershy, Spectator #2, Cadet #1 and Apple Leaves
* Tabitha St. Germain as Rarity, Princess Luna, Crystal Pony #2, Olden Pony, Pony #1, Granny Smith, Auntie Applesauce, Gravy Boat and Female Voice
* Cathy Weseluck as Spike, Librarian, Crystal Pony #3, Working Pony, Mayor, Cadet #2 and Messenger
* Michele Creber as Apple Bloom
* Madeliene Peters as Scootaloo
* Claire Corlett as Sweetie Belle
* Nicole Oliver as Princess Celestia and Crystal Pony #1
* Andrew Francis as Shining Armor, Royal Guard, Professor, Crystal Pony #4, and Train Conductor
* Britt McKlip as Princess Cadence
* Bryanna Drummond as Babs Seed
* Chantal Strand as Diamond Tiara and Spectator #1
* Shannon Chan-Kent as Silver Spoon and Vendor
* Kathleen Barr as Trixie
* Brenda Crichlow as Zecora
* Lee Tocker as Snips, Shopkeeper and Beaver Foreman
* Richard Ian Cox as Snails
* Britt Irvin as Lightning Dust
* Kelly Metzger as Spitfire
* Peter New as Big Macintosh, Half Baked Apple and Conductor
* John de Lancie as Discord
* Patricia Drake as Games Inspector
* Veena Sood as Ms. Harshwhinny