Starlight must lead a ragtag group, which consists of Trixie, Thorax and Discord, to the Changeling hive to rescue Twilight and the others and stop Queen Chrysalis' evil plan.
After returning from a festival at her old village, Starlight starts to notice that Twilight and the others are acting very strange. She soon discovers that they have all been kidnapped and replaced by Changelings as part of an evil plan by Queen Chrysalis to take over Equestria.
Twilight and Rainbow Dash are sent to the Wonderbolts Academy to help two recruits, Sky Stinger and Vapor Trail, with a problem they are having that if not solved may stop them from getting into the academy and ruin their friendship.
After Apple Bloom told a small lie to fix a mistake, Applejack decides to teach her little sister the importance of being honest by telling her a story about an incident that occurred when she was a filly and how a small lie she told almost ruined the family farm.
Applejack, Pinkie Pie and Rarity are all upset with each other due to an incident that occurred on a boat ride they were on together. Twilight tries to figure out why her friends are so mad, but they each have a different story about what happened.
After realizing that she's fallen way behind on her friendship lessons, Starlight decides to do several lessons at once, which turns out to be a lot harder than it looks.
Applejack and Fluttershy are sent to Las Pegasus where they believe a large scam is going on at a famous resort and they may have to ask the scheming Flim Flam brothers for their help in catching the one behind it.
The Cutie Mark Crusaders meet a new friend named Gabby who asks them to help her earn a cutie mark, which proves to be difficult considering Gabby is a griffon.
After finding out that Pinkie Pie and Fluttershy are natural buckball players, Applejack and Rainbow Dash decide to coach them so they will be ready for a big game against Appeloosa. But the two coaches start to add a lot pressure to their athletes and start to take the fun out of the game.moreless
Discord decides to join Spike and Big Macintosh on their big "guy's night," only to discover that their idea of fun is staying inside and playing role-playing games. Believing that the game will be boring, Discord decides to use his magic to make it more interesting.
The Crystal Empire is on high alert when news gets out that a Changeling has been spotted in the area. Spike actually has a run in with the Changeling, who turns out to be very nice and admits that he just wants to make friends. Spike decides to become the Changeling's first friend and tries to get the rest of the empire to do the same.moreless
Rainbow Dash has thought of the ultimate prank. She replaces all of the cookies being sold by the filly guides with joke cookies, so when someone eats them, their mouths will turn rainbow coloured. But things turn horribly wrong when the cookies somehow turn everyone into cookie-craving zombies.
The Cutie Mark Crusaders are excited to take part in the annual Applewood Derby and they ask Applejack, Rainbow Dash and Rarity to help them build their carts. But the adult ponies get a little carried away and start making the carts the way they want it and not the way the Crusaders want it.moreless
While attending the annual Daring Do convention, Rainbow Dash meets a pony named Quibble Pants, who reveals that even though he is a Daring Do fan, he doesn't like any of the new material that Rainbow Dash likes. But the two may have to put their differences aside when they are kidnapped by Daring Do's arch-rival, Dr. Caballeron, who plans to use them to help him search for an ancient temple.moreless
Pinkie Pie and Rarity are sent to Canterlot to help a pony and her father with their struggling restaurant. However, the two friends soon get into a disagreement over how to do it.
Fluttershy convinces her slacker of a brother, Zephyr Breeze, to move out of their parents' home, only for him to move in with her. Now Fluttershy must think of a way to get Zephyr to move out while also trying to help him look for a job.
Applejack joins Rarity for a day at the spa while Twilight and Spike take care of her chores on the farm. However, the two ponies' time for relaxation may be put on hold due to a problem with the spa's steam room.
During an interview with a famous journalist, the ponies talk about how they tried to help Rarity get ready for the grand opening of her new shop in Manehattan, only for everything to spiral out of control.
Hearth's Warming Eve is here again and Starlight has a bad case of the holiday blues. Twilight tries to cheer her up by reading her the story "A Hearth's Warming Tale," which centres around the pony Snowfall Frost, who tried to cast a spell to get rid of Hearth's Warming Eve until three sprits arrived to help show her the true meaning of the holidays.moreless
Rainbow Dash finally gets to fulfil her dream of joining the Wonderbolts. However, on her first day, she makes a very bad first impression and gets stuck with an embarrassing nickname that she tries to change.
Starlight is excited when she goes to Twilight and tells her that she has made a new friend. At first, Twilight is happy for her student, until she finds out that the new friend is her old rival, Trixie.
Spike heads to the dragon kingdom to take part in the annual Gauntlet of Fire where the winner will be crowned Dragon Lord. But he runs into problems along the way, including a run in with an old enemy and trying to keep Twilight and Rarity, who came to cheer him on, in hiding.moreless
After finally receiving their cutie marks, the Cutie Mark Crusaders are looking forward to helping others find their special talents. The only problem is that they can't agree on how they're going to do it.
During a visit to Manehattan, Rarity tries to find the perfect location for her new shop while Pinkie Pie tries to find the perfect gift for Maud for their annual "Pie Sister Surprise Swap Day."
The ponies try to think of a way to save the Crystal Empire from an eternal winter while Starlight tries to cope with her failed reunion with Sunburst.
Twilight and her friends head off to the Crystal Empire to welcome Cadance and Shining Armour's new baby, and are in for quite the surprise. Also, Twilight gives Starlight her first friendship lesson, which is to reunite with her old friend, Sunburst.