Tirek captures some of the little ponies to use as demons to pull his Chariot of Darkness at midnight. The rest of the ponies panic, fearing that they will be next. Firefly goes off for help and finds Megan, a girl who lives at a stable at the other end of the rainbow. Megan agrees to go to Pony Land with Firefly, but will they be able to rescue the little ponies in time?
Capture the magic and escape to Dream Valley to join all your favourite Little Ponies! Take a magical journey to Ponyland just as the Little Ponies' annual Spring Festival is about to begin. While the ponies enjoy their festive spring party, the evil witch Hydia is up in her gloomy home, the Volcano of Doom, plotting to turn Ponyland into a wasteland. When her first attempt fails, she decides to cover Ponyland with a purple ooze called the "Smooze". It looks like the end of Ponyland, unless all the magical creatures of Dream Valley answer the Ponies' call for help!
The witches from the Volcano of Gloom have devised a way to steal the Flutter Ponies' Sunstone. Without the Sunstone, Flutter Valley will wither and die! The witches have enlisted the help of Queen Bumble and the bees from Bumleland, who also hate the Flutter Ponies, to steal the Sunstone and take it to Bumbleland where it will help flowers grow so they have all the nectar they need. The witches in turn will get Flutter Valley, which will be dark and gloomy without the heat of the Sunstone.
The Bumbles steal the Sunstone and take it back to Bumbleland, where it promptly melts the snow and grows hundreds of flowers. The Flutter Ponies are captured and put in a honeycomb prison. After trying to use their wings to blow the prison apart, Queen Bumble orders honey to be thrown into the prison to immobolize their wings. Meanwhile, the other Ponies are trapped on a rope bridge with the Furbobs and the Stonebacks are eating the ropes at both ends of the bridge. The bridge breaks and they all manage to land safely, except Baby Cuddles, who broke her leg. They decide to take her to Furbobia to mend her leg.
Morning Glory manages to escape the Honeycomb Prison, but her wings still have honey on them, and she can't fly fast enough to escape Queen Bumbles' swarm. She is recaptured and guarded by Sting in her own cage on the other side of Bumbleland. Meanwhile, the Ponies finally make it to Furbobia and the Furbobs fix Baby Cuddles' leg. The Ponies decide that to repay the Furbobs for their kindness that they will help them fight the Stonebacks. The Ponies realize that they will need more help and head back to Flutter Valley to ask the Flutter Ponies to help them fight the Stonebacks. The Sunstone starts to overheat Bumbleland, but no one seems to notice...
Bumbleland continues to get hotter and hotter as the Sunstone overheats. By now the flowers and trees are catching fire. Sting and Morning Glory start to bond while he is guarding her, and he lets it slip that he can't fly. Morning Glory offers to teach him, but Sting won't let her out of the cage. The Ponies make it to Flutter Valley, but are ambushed by the witches and their giant pet spider. All of Bumbleland catches fire and Queen Bumble orders for the swarm to put out the fire, but by now it's too late! She and the rest of the swarm evacuate, but they leave the Flutter Ponies behind, trapped in the Honeycomb Prison in the middle of the fire!
Dream Valley is full of activity as the Little Ponies train for the Pony Olympics. What the ponies don't know is that three Raptorians are flying overhead in search of magical material to repair Princess Porcina's cloak. The Raptorians think their search is over when they discover that the ponies are magical creatures. Meanwhile, Shady confides in Molly that she feels like everyone can do something special except her.
The Bushwoolies spy the Raptorians taking Lickety-Split, Gusty, and Heart Throb to the Black Mountains and rush to Paradise Estate to tell the others. Megan takes Magic Star, Paradise, and North Star to rescue them, letting the Bushwoolies lead the way. None of them notices Shady and Molly secretly following as backup rescuers. While the rescue is taking place, Lickety-Split, Gusty, and Heart Throb learn what will happen to Ponyland once Porcina's cloak is repaired.
The Raptorians discover that the captured ponies' hair grows back instantly once cut off. Not only are Lickety-Split, Gusty, and Heart Throb then forced to stay, but they are also ordered to weave Porcina's new cloak themselves. The search party is reunited with the catpured ponies only after the magic cloak has been finished and delivered to Porcina. The captives inform the others of Porcina's threat to turn Ponyland into glass and the Raptorians' plan to claim it as their new kingsom. Before anything can be done, Porcina has cast a spell through her mirror that turns all of Ponyland and every creature living there into glass.
Shady and Molly reveal themselves to their friends; Shady then devises a plan to make a fake cloak out of shed Bushwoolie hair so that they can exchange it for Porcina's cloak and reverse the spell. Everything goes fine until the switch has to be made: the lights go out, the cloaks get mixed up, and Megan is forced to guess which one is real when the Raptorians arrive. Porcina tries to turn the intruders into glass but cannot bring herself to cast the spell – these beings are more real to her that the poor souls she transformed through her mirror. Her hesitation causes the Raptorians to turn on her and steal her cloak so that they can cast the spell themselves. But it turns out Megan took the right cloak after all. This brings about a tug-of-war that tears the cloak, releases its magic, and turns the Raptorians into glass. Princess Porcina repents her old ways and restores Ponyland and the Little Ponies before moving in with the Bushwoolies as their new hair groomer.
Baby Heart Throb, Baby Lofty and Baby Half Note want to sing backup for Knight Shade. But to their dismay, he has stolen their shadows, which contain all of their energy and substance. The Ponies soon discover that the evil wizard Arabus is behind Knight Shade's behavior, and now it's up to the Flutter Ponies to save the day.
Megan and Molly take Baby Heart Throb, Baby Lofty and Baby Half Note to a concert featuring their favorite singer, Night Shade and his back up singers, the Shadowets. After the concert is over, Baby Heart Throb and the other baby ponies meet Night Shade and get their shadows stolen, which leaves them feeling sick and very dizzy. They are soon trapped in a cage by three giant rats and must wait in fear for Megan and their mothers to save them.
Sweet Stuff wants to play games with everyone else, but feels left out because she is an Earth Pony and doesn't seem to be good at anything. She ends up surprising everyone (even herself!) when she joins a treasure hunt with the pegasi and is the only one able to answer the last riddle and win the game!
During a game of hide and seek, Baby Ribbon cheats by winking out. But the others get worried when she doesn't wink back in the second time she does this. Ribbon winks out in order to find her and winds up in a strange fog-filled city where she is chased by shadowy creatures. Worried about their friends, the ponies rush to Megan, who tells them to spread the word to the other unicorns not to wink out. Only Buttons gets the message in time - during a search mission, she's forced to wink out to avoid being crushed by an avalanche, and she disappears too. That night, Megan has a dream in which Ribbon says the word Tambelon as an imposing ram closes in on them. Paradise remembers that it's the name of a lost city that last appeared 500 years ago. Its ruler Grogar tried to conquer Ponyland, but was somehow banished to the Realm of Mists. Paradise correctly guesses that Tambelon is slowly reappearing in Ponyland and that the unicorns got caught inside. In the morning, everyone is about to form more search parties when a storm hits and Tambelon reappears. The castle gates go down and the Troggles, led by Grogar's right-hand donkey Bray, invade Dream Valley and capture most of the ponies, Grundles, and Bushwoolies. Grogar is pleased with his conquest and vows that soon he'll rule all of Ponyland.
After sending the baby ponies to the Moochick for protection, Megan gathers together everyone who managed to escape the attack. They try various methods of rescuing their friends that all wind up failing. Eventually, Megan and Lofty decide to fly into Tambelon to see if they can locate the prisoners. Meanwhile, Buttons has used her magic to loosen a large stone out of the wall of the ponies' cell. Magic Star, Galaxy, and Heartthrob travel through a passageway that leads to a dusty old bell. Galaxy senses great power coming from it, but instead of dwelling on the bell the trio of ponies keep looking for a way out. They manage to reach the surface and find Megan and Lofty, who tell them to go get the others so that they can head for the gate. Unfortunately, the ponies run into a patrol of Troggles, who send out an alert about their escape. Everyone makes it to the gates and are about to push them open when Grogar appears and uses his magic to recapture them all. Forget-Me-Not, who followed Megan and Lofty, sees the whole thing and flys back to camp to tell the others that Megan has been captured as well.
With Megan captured, Danny takes the lead and suggests they find a way to destroy Grogar's magic. Forget-Me-Not remembers that the bell he wears around his neck glowed when he used his magic in Tambelon. Everyone decides that the bell is his power source and they can take it from him if they can make him leave the city. They manage to do this with the help of Danny's tape recorder and one of Masquerade's disguises, but Grogar is too strong for them and madanges to capture a few more ponies while the others run away. Megan and the prisoners try to find another way out, but there are no hidden passages in their new cell that lead to the city streets. They mention the bell again, which Paradise thinks could have been an important part of the legend of Tambelon but isn't quite sure of. Elsewhere, Danny and the others capture a Troggle who was deserting and wants to lead them to their friends before Grogar banishes them to the Realm of Mists that night. They decide to trust him and let him lead them into the city, but they are all ambushed by Grogar and Bray and sent to prison with the others.
Everybody's captured now, including the Moochick and the baby ponies, so Grogar starts the spell that will send Tambelon and the ponies into the Realm of Mists. He then orders the Troggles to celebrate the victory, threatening to banish them with the ponies if they don't. He also imprisons the Troggle who tried to help the ponies escape. The ponies now know he was telling the truth and agree to give him and his oppressed people a place to live in Ponyland if they escape. Forget-Me-Not finds a crack in the ceiling where there is fresh air coming through. Fizzy and Buttons manage to use their magic and some disgusting prison food to make the crack big enough to fly through. Megan, North Star, and Forget-Me-Not find Bray and take his keys so they can unlock the cell. The ponies run out into the streets during the celebration and tell the Troggles they can stop pretending and come with them to freedom. Bray tells Grogar that everyone is running away - with minutes to go before the banishing spell goes into effect, Grogar goes outside and pins them down with his magic. Something Spike says reminds Paradise that Grogar's power souce will be destroyed if the old bell in the passage is rung. Forget-Me-Not tricks Grogar into opening the gates just as Megan and North Star ring the bell. Everyone except Grogar and Bray makes it out of the city just before it vanishes. The next day the ponies discuss how Grogar won't be able to make a new bell for centuries without the help of the Troggles, who are now ready to live a life of freedom in Ponyland.
The baby Ponies are bored and want Ribbon and Buttons to play a game with them. Ribbon suggests that they play a game of Make Believe and runs out to go get them a red ball to use in their game. She explains that the red ball is magic and can be anything they want it to be. While she's gone the baby Ponies take turns imagining what the red ball will be...
The Sea Ponies find a treasure cheast filled with magic gold pieces. The Ponies quickly discover they can make any wish come true, and Baby Lickety-Split puts all of Ponlyland in jeopardy by wishing it would never rain again. When they discover that the magic coins are the property of Niblie, a grumpy troll, the Ponies try to persuade him to reverse all their wishes. The Future of Ponyland hangs in the balance!
Paradise Estate is falling apart, so Paradise and Sweet Stuff go off to buy some tools to fix the place up. On their way they are stopped by a peddler who offers them a free sample of some magic paint that will solve all of their household problems. They bring the paint home and start painting everything in sight only to find out that the magic paint brings everything it touches to life! At first, the Ponies enjoy their new housemates, but things turn ugly when their furniture turns against them and kicks them out of the house!
After being kicked out of their home by their furniture the Ponies seek out the help of the Moochick. The Moochick tells the Ponies that Beason is really a powerful sorcerer that gave them the paint so he could steal Paradise Estate. The Ponies decide they won't give up without a fight and rush home to fight Beason.
Tirek captures some of the little ponies to use as demons to pull his Chariot of Darkness at midnight. The rest of the ponies panic, fearing that they will be next. Firefly goes off for help and finds Megan, a girl who lives at a stable at the other end of the rainbow. Megan agrees to go to Pony Land with Firefly, but will they be able to rescue the little ponies in time?
The magical forces of Ponyland are disturbed when Lavan steals the Princess Ponies' magic wands. As the Jewel Desert threatens to consume Dream Valley, the Princess Ponies band together with the Bushwollies, G'nash, Spike, the Ice Orgs, and even Sludge to recover the wands and find the Heart of Ponyland, for only there can the balance of magic be restored. But will they succeed in time?
The First Tooth Baby Ponies are put in charge of the Newborn Twines: Sniffles & Snookums and Milkweed & Tumbleweed. The unruly twins are temporarily subdued with the promise of ice cream, but the First Tooth Baby Ponies must first reunite feuding ice cream makers Rocky Ripple and Fudgy McSwain, who have cut off Ponyland's ice cream supply.
The Little Ponies prepare for a "Welcome Back" party for their human friend, Megan. Meanwhile, little furballs called Bushwoolies are the slaves of a feline witch named Catrina and are watched over by a shape-shifting lizard named Rep. When the Bushwoolies escape, Catrina abducts Baby Moondancer and the Rainbow of Light to force the ponies to be her new slaves.
Twinkle Twirl has to choreograph a special dance for the Friendship Ball, and she's completely uninspired! She asks Sky Wishes to make an extra-special wish so that she can come up with a great idea. Little do the ponies know that a wish-granting Pegasus pony, Star Catcher, has heard about this wish and is going to make it come true.
Wysteria is beaming with pride! Her gardens are in bloom, her little Breezie friends are in town, and it's time for Ponyville's fanciest spring parade, the ultimate celebration of flowers, flowers, flowers! But things don't go according to plan when Wysteria accidentally awakens Spike the Dragon, a sleepy, silly, 1,000-year-old dragon!
Pinkie Pie is looking at a photo album and she recalls to us, when Sweetie-Belle first came to Ponyville.