It was another beautiful spring day in Ponyland. Molly and Julie were in the daisy field with Baby Lofty and Baby Cuddles. The four of them were picking the daisies. Well, Molly and the two baby ponies were picking daisies. Julie was winding her pile of daisies into wreathes. She was good at that. As they were flower picking, they saw someone coming towards the field.

"Who's that?" Julie asked.

"I don't know," Molly said. The two girls and the baby ponies looked up and saw the person coming closer. Once she was close enough, the foursome got a good look at her. She was an old woman with long white hair and a long pointed nose with a wart on the end of it. She carried a knotted cane, and wore a long pink garment. She looked like a witch. Julie let out a scream.

"Please, don't be afraid," the old woman said. "I know I may look like a witch, but I assure you, I am not."

"Who are you?" Molly asked.

"What you doing here?" Baby Lofty asked.

"I'm looking for one called the Moochick," the old woman said. "Would you know where he is?"

"He live in Mushromp!" Baby Cuddles shouted. "But we not know how to get there. But Megan know!"

"Come on," Molly said, as she and Julie took the old woman's hands. "We'll take you to Paradise Estate! My sister Megan will help you!"

The old woman smiled gratefully at the two girls and the two baby ponies. They reached the Estate and found Megan outside brushing Heart Throb's hair. Firefly had done another one of her stunts, and crashed into Applejack, and applesauce had gotten all over everything, again. Jerry and Mike were also cleaning up the mess. Jerry was combing applesauce out of the ponies manes, and Mike was using his magic wand to clean up the applesauce that had gotten on the ground.

"Megan!" Molly called. "There's someone here who needs help!"

"What is it, Molly?" Megan asked. She looked at the old woman her sister and cousin were leading to the Estate, and her eyes grew wide. Mike and Jerry saw her too, and their reactions were similar to Megan's. Mike dropped his magic wand to the ground. Jerry's jaw nearly hit the ground.

"Whoa!" he shouted.

"Oooh man!" Mike yelled, grimacing. "Ugly! Oooh, that gal is ugly!"

"Mike!" Fizzy shouted. "That's not nice!"

"Well, I'm sorry, Fizzy," Mike said. "But this woman looks like fifty miles of bad road! Ecchhh!"

"Sorry about Mike's lack of manners," Megan said.

"Yeah, he's hardly one that beats around the bush," Jerry replied.

"That's quite all right," the old woman said. "People have said worse things to me as I have passed through town. I'm used to it."

"Who are you?" Gingerbread asked. "And what are you doing in Dream Valley?"

"Permit me to introduce myself," the old woman said. "My name is Phyllis. I come from a land known as Barberia."

"I seem to remember a story about Barberia," Paradise replied. "I know there was a woman named Phyllis there, but she was a beautiful young princess."

"That's me," Phyllis said.

"I find that a little hard to believe," Mike said, folding his arms across his chest. "Unless you ruled over Barberia a hundred years ago."

Jerry gave Mike an elbow in the ribs. Phyllis didn't seem to mind Mike's attitude.

"I'm under a curse," she explained. "My stepmother, Chloe, doesn't care for love, kindness, or anything of that sort. I'll tell you the whole story, but I must find the Moochick."

"We'll be delighted to guide you to the Mushromp," Wind Whistler said. "It will be no difficulty to assist you lift the blight you're under."

"What'd she say?" Jerry asked.

"She said that we'll lead her to the Mushromp to help her lift the curse she's under," Galaxy translated.

"Is that what she said?" Jerry replied.

Everyone giggled. Wind Whistler, Fizzy, Heart Throb, Magic Star, Galaxy, Gingerbread, Paradise, Spike, Jerry, Mike, and Megan started leading Phyllis to the Mushromp. On their way, Phyllis explained her entire story.

"My mother died when I was quite young," she said as she rode Paradise. "My father did the best he could to take care of me. He always said that I was no trouble for him at all, but he still felt I could do with a mother, so he married a noblewoman named Lady Chloe Medala. She became queen of Barberia. But she never fully understood the concept of love."

"Not everyone does," Mike replied.

"Chloe never understood love," Phyllis continued. "And I never understood her. My father and I were very close. Until one day when he had to leave the kingdom. When he left, he never returned. I was left with my stepmother."

"Doesn't sound like much fun," Jerry replied. Mike nodded. He knew a thing or two about stepparents. He had a stepfather he didn't particularly care for.

"It wasn't," Phyllis said. "But she and I managed to avoid each other. For a long while afterward, Chloe and I never really spoke to each other. So I grew into young womanhood, and as I did, I fell in love with a man. But Chloe saw to it that I never had the chance for love."

"That wasn't very nice!" Fizzy exclaimed.

"To make sure I never had a chance for love again," Phyllis continued. "She placed a curse on me, turning me into an old woman. I left my home land looking for the Moochick, knowing that he might be able to break this spell."

"Oh what a terribly sad story!" Heart Throb shouted. "I hope the Moochick will be able to help you!"

"I doubt it," Mike said. "We all know the Moochick pretty well, and he's, well . . . . . he's a complete moron."

"Mike!" Gingerbread shouted. "He may be a little scatterbrained, but he's really a nice guy. He knows what he's doing."

"At least I think he'll know what to do," Megan said. "We've gone to him with many of our problems, and he seemed to know the answer for all of them."

"Yeah, after his pet rabbit looked it up for him," Mike said. He seemed to be the only one who noticed that the Moochick's pet, Habit, usually helped out more than the Moochick did. But no one seemed to notice what Mike said, and they all entered the Mushromp. Megan walked up to the Moochick's house, and knocked on the door.

"Yes? What is it you little ponies need this time?" the Moochick asked.

"Not us, Mr. Moochick," Megan said. "A new friend of ours, Phyllis."

Phyllis climbed off Paradise and walked over towards the Moochick. He didn't seem too surprised that an old woman was asking for his help. She explained her story to him, and he nodded.

"Yes, I see," the Moochick said. "Unfortunately, I'm all too familiar with Lady Chloe and her tricks."

"Can you help her, Mr. Moochick?" Heart Throb asked.

"I'll have to look this up in a book somewhere . . . ." the Moochick said, and he began to dig through his library of books, wondering where in the world he put it. He was throwing books all over the place. Jerry groaned and rolled his eyes.

"This guy needs to get organized," he said.

Mike agreed. Being a very organized person, he couldn't stand the Moochick's disorganized library. It drove him completely crazy. But he couldn't resent the Moochick too much. After all, it was him who gave Mike his magic wand. Finally, Habit couldn't take it any longer, and he pulled a book from the pile the Moochick had thrown on the floor. He opened it, flipped through the pages until he found the one he wanted and practically threw the book into the Moochick's face.

"Ah ha!" he shouted. "Here it is! I knew I'd find it!"

"Oh brother," Mike mumbled under his breath. The Moochick didn't appear to hear him. He walked over towards the other with this book.

"This particular spell is very easy to counteract," he said. "You just need a few simple ingredients."

"Such as?" Wind Whistler asked. Megan took the book from the Moochick, and looked at some of the ingredients.

"Dragon scales," she read. "Three whiskers from an orange tabby, unicorn bubbles, three nails from a brown dog, Bushwoolie fur . . . ."

"Sounds okay so far," Jerry said. "We can get the scales from Spike, the whiskers from Twinkles, the bubbles from Fizzy, and the nails from Brandy. And it's the middle of the Bushwoolie's shedding season."

"I don't assume it will be all that effortless," Wind Whistler replied, looking at the book.

"What did . . . ." Jerry started.

"She said she doesn't think it'll be all that easy!" Mike shouted, getting a little frustrated with Jerry always asking what Wind Whistler had said.

"I just asked!" Jerry responded.

"Wind Whistler's right," Megan said, looking at the book. "The last three ingredients sound a little hard to find."

"Pollen and petals from the jeweled hyacinth," Wind Whistler read. "Pearl droplets, and a golden horseshoe."

"I hope you don't mean those magic golden horseshoes of Mimic's," Spike said.

"No, this golden horseshoe possesses absolutely no magic," Wind Whistler said.

"But it still sounds pretty hard to get," Mike replied.

"I don't think we have any choice if we want to break the spell," Magic Star said. "Come on, everybody. Back to the Estate to get the ingredients we can."

"Thanks, Mr. Moochick!" Megan shouted, and she and her friends went back to the Estate, in an attempt to try and break the spell.

Unfortunately, there was someone watching them who didn't want the spell to be broken at all. Lady Chloe of Medala, Phyllis's wicked stepmother. She was watching it all through her magic hand mirror.

"Those rotten little ponies!" she shouted. "This spell was supposed to last for eternity! I can't let them turn my stepdaughter back to her pretty little self! I must do something to keep them from reaching the last three ingredients needed for the counter spell!"

Chloe put down her mirror and began thinking of a way to keep the ponies and their friends from breaking her spell. She knew she couldn't stop them from getting dragon scales, cat whiskers, unicorn bubbles, and dog nails. She just had to think. Then she realized, they probably would never find the jeweled hyacinth, the pearl droplets, or the golden horseshoe, since they were such elusive treasures!

"But just to be sure," she said, picking up her mirror. "I must do everything in my power to stop them."

Chloe decided just to sit back and relax. She watched the little ponies and their friends gather the ingredients for the spell. Mike had used his magic wand to conjure up a cauldron, and got a fire going underneath it. Fizzy took a deep breath, and added her bubbles into the cauldron. She put in enough so that they would pop and fill it with water.

"Unicorn bubbles are all ready," she said. Phyllis put her cane into the cauldron and began stirring the bubbles around.

"How's it comin' with the rest of the ingredients?" Mike asked.

"Well, I got the whiskers," Jerry said, walking into the room. His hands, arms, and face were covered with cat scratches. "Twinkles put up quite a bit of a fight, though."

Mike stifled a giggle, and added the three whiskers to the bubbles. Megan was trying to get the three dog nails, but Brandy was struggling and whimpering.

"Your nails need a trim anyway, Brandy," Gingerbread said.

"Now hold still," Megan said. She took hold of Brandy's paw and began to close a nail clipper on it. Just before she snapped it, Brandy howled.

"I didn't even clip it yet, you big baby!" Megan shouted.

"Come on, Brandy," Magic Star said. "Don't you want to help?"

Brandy whimpered. Megan finally was able to clip his nails, and she put them into the mix. Once Brandy was off the hook, he ran off to find Bubbles, who was his favorite pony. A few minutes later, Galaxy and Paradise came in, lugging a large bag behind them.

"We've got the Bushwoolie fur, Megan," Galaxy said.

"We have enough hair in here to make a whole army of Bushwoolies," Paradise commented.

"Great," Megan said, taking the bag. "Let's add it to the mix."

"You sure we're doing this right?" Jerry asked.

"We're going as the book says," Wind Whistler said, speaking English for once. She was a little tired of having Jerry ask what she said all the time.

"What are you guys doing in here?" Surprise asked, as she, Danny, and Micky walked into the room.

"Trying to counter act a spell," Megan replied.

"Hey, who's the old lady?" Micky asked. "Eesh."

"She's a princess," Gingerbread replied.

"You're putting us on!" Danny shouted. "She looks more like a witch!"

"But she really is a princess," Spike said. "She's under a curse, and we're trying to break it for her."

"We just need three more ingredients," Galaxy said. "The jeweled hyacinth, the pearl droplets, and the golden horseshoe."

"How are we gonna find them?" Mike asked.

"Split up and search," Megan said. "Magic Star, Heart Throb, and Jerry, you try to find the pearl droplets. Gingerbread, Galaxy, and Mike, you go for the jeweled hyacinth. Fizzy and Wind Whistler, you come with me to get the golden horseshoe. The rest of you stay here and keep an eye out for something."

"Like my stepmother up to her old tricks," Phyllis replied.

The groups nodded, and split up in search of their treasures. The first group walked along Ponyland, trying to figure out not only where they could get pearl droplets, but what in the world they were!

"Sounds like some kind of medicine," Jerry replied.

"Hey, look at that," Magic Star said. She picked up a piece of paper. "Looks like an advertisement."

"Jeremiah Peabody's Traveling Pharmacy," Heart Throb read. "Specializing in any pill you can think of, from common Aspirin to pearl droplets."

"I think we've found our man," Jerry said. "Let's go!"

Jerry and the two ponies walked over to where a large crowd was gathering, in front of a giant wagon. A sign hung from the wagon, reading "Jeremiah Peabody's Traveling Pharmacy." A man with a mustache and beard wearing a doctor's uniform (complete with a mirror on his headband) jumped out holding a container of green and purple pills. Then he began singing.

Do you have that run down feelin', does your head go reelin'?

Are you nervous, jumpy, or on the edge?

Is it neuritis, neuralgia, a head cold or stress?

Or maybe it's your sinus drainage

Do you have tight blood, beriberi

Or maybe you're a little overweight

You better make some corrections in all this infection

Just send in one dollar ninety-eight

Get rid of that runny nose (sniff!)

That nagging cough (cough!)

That sneeze (ah-choo!)

That wheeze (gasp!)

And other injuries

Take that wonder drug that cures all your ills

Take Jeremiah Peabody's Poly Unsaturated

Quick Dissolving Fast Acting Pleasant Tasting

Green and Purple Pills

Oh yeah

Well it won't upset your stomach, it's good for arth-aritis

It soothes all your aches and pains

Get rid of those hammers in your head, don't be a hypochondriac

Start feeling better again

Clear up that fungus among us, it's good for every ailment

Includin' water on the knee

And it's guaranteed to be just what you need

For quick fast speedy relief

Get rid of that runny nose (sniff!)

That nagging cough (cough!)

That sneeze (ah-choo!)

That wheeze (gasp!)

And other injuries

Take that wonder drug that cures all your ills

Take Jeremiah Peabody's Poly Unsaturated

Quick Dissolving Fast Acting Pleasant Tasting

Green and Purple Pills

Oh yeah

Little green and purple pills

That whole scenario caused people to give their dollar ninety-eight to this guy. Jerry looked a little sick. Of course, Jeremiah Peabody spotted him, and ran to him.

"Looking a little peaked there, sonny," he said. "I know exactly what you need!"

"Uhh, please don't sing it again," Jerry said. "We already know."

"Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tasting Green and Purple Pills," Jerry, Heart Throb, and Magic Star said in unison.

"Actually, Mr. Peabody, we're here to see you about something called pearl droplets," Magic Star said.

"Ah yes," Mr. Peabody said. "But they don't come cheap, don't you know."

Mr. Peabody took a bottle  out of his cabinet.

"You can have 'em for sixty-five," he said.

"Dollars?" Jerry asked, hopefully. He knew he had that much in his wallet.

"I don't take US currency," Mr. Peabody said. "Sixty-five scroaches."

"Eh?" Jerry asked, highly confused.

"What's a scroach?" Magic Star asked.

"No scroaches, huh?" Mr. Peabody asked. "Too bad, too bad. Can't let you have the pearl droplets now. Unless you have something else valuable on you."

Magic Star, Heart Throb, and Jerry looked at each other. The only thing they could think of was US currency, until Mr. Peabody spied Jerry's hands.

"Hey, nice collection of rings there, sonny," he said.

Jerry looked a little surprised. He glanced at his hands, and realized he did have something of value on him: his rings. And he had a lot of them. Mike often teased him about wearing so many of them. He said that Jerry had more rings than Saturn!

"Wouldn't want to part with one for the bottle, wouldja?" Mr. Peabody asked.

"Well . . . ." Jerry said. He wasn't sure if he wanted to give up an expensive ring for a bottle of whatever the heck pearl droplets were.

"Come on, Jerry," Heart Throb said. "It's just one ring."

"Okay," Jerry said, giving in. Mr. Peabody grabbed one of Jerry's hands and began examining it. He finally saw one he liked.

"This one will do nicely," he said. Jerry got a nervous look on his face. That particular ring happened to be an old family heirloom, and it was worth a lot of money. It had belonged to his great-grandfather.

"Uhh . . . . ." he said. "Maybe another ring would do, see, this one is sort of an heirloom and . . . ."

"Well, if you don't want the pearl droplets . . . . ." Mr. Peabody said.

"Okay, okay, you win!"

Jerry yanked the ring off his finger, and gave it to Mr. Peabody, who gave him the pearl droplets.

"What do they do, anyway?" Magic Star asked.

"They're basically your plain old feel-good pills," Mr. Peabody said, examining the ring to make sure it wasn't one out of a Cracker Jacks box, or something like that. "Go ahead and try one."

Jerry was curious. He was never into drugs, but he didn't think one pearl droplet would kill him. He popped one into his mouth and swallowed. Once he did, he began feeling a little funny. He shook his head out, and climbed onto Heart Throb's back. He and the two ponies then headed back for Paradise Estate. Once Heart Throb took to the air, Jerry let out a loud scream, and began laughing hysterically. He sounded a little like Wind Whistler that one time when she went crazy.

"Jerry, darling, are you all right?" Heart Throb asked.

"Ha, ha! Great! Phenomenal!" Jerry shouted, laughing. "Boy, these things are great!"

Magic Star gave the disc jockey a strange look. He was really getting silly. Then she shook her head.

"Mr. Peabody was wrong," she said. "Pearl droplets aren't feel-good pills. They're silly pills!"

"No kidding," Heart Throb commented. Jerry continued laughing like a lunatic. It made it hard for Heart Throb to fly, but they made it back to the Estate. Because Jerry was making so much noise, Heart Throb's landing was a little off course, and she crashed to the ground.

"You okay?" Micky asked.

"Just fine, darling," Heart Throb said. "But Jerry went and swallowed one of the pearl droplets."

"They're silly pills," Magic Star said.

"I had an aunt who used to swallow pearl droplets," Phyllis commented. "They'll wear off after a little while."

Micky took the pearl droplets from Jerry and added them to the mix of Brandy's nails, Twinkles' whiskers, Spike's scales, and Fizzy's bubbles. Jerry staggered around, laughing.

"Sheesh, 'e's even gooniah than you, Micky," Davy commented. Micky gave the British Monkee a dirty look.

In the meantime, Wind Whistler, Fizzy, and Megan were walking along the mountains, looking for the golden horseshoe. That's where they heard they would find it.

"How are we going to find it, Megan?" Fizzy asked.

"We'll just have to keep our optical ajar," Wind Whistler replied.

"Huh?" Fizzy asked.

"I said we'll have to keep our eyes open," Wind Whistler said. "I don't have any idea who's worse. You or Jerry."

Fizzy decided to let that remark go. In any case, Megan and the two ponies reached the top of the mountain, and found a large stable there. Inside the stable was a gigantic black horse with white mane. He looked over at the visitors and snorted.

"He doesn't look very friendly, does he?" Fizzy asked.

"Indeed not," Wind Whistler said.

"Well, he don't like strangers," a man said, walking out of the stable. He looked like a farmer.

"Must be one of Mike's relatives," Fizzy said.

"What are you doin' here?" the farmer asked.

"We're looking for a golden horseshoe," Megan said. "Do you know where we can find one?"

"Well, little lady, I shore do!" the farmer shouted. He opened the stall door, and the black Pegasus flew out. On his feet were golden horseshoes, even more dazzling than Mimic's golden horseshoes!

"Oh wow!" Fizzy shouted, in awe.

"Those shoes are spectacular!" Wind Whistler exclaimed.

"Yeah, Midnight really likes 'em," the farmer said. "Don'tcha, boy?"

Midnight snorted, and pawed the air with his hoof. Then he did a triple flip in midair and landed next to Fizzy. He gave Fizzy a sly look, and whuffed at her. Fizzy got a surprised look on her face.

"Excuse me?" she asked, a bit startled.

"Well, now looky here," the farmer said. "Looks like my Midnight is a bit sweet on that purty little filly you've got here."

"What does that mean?" Fizzy asked.

"It means this Pegasus equus has amorous intentions," Wind Whistler said.

"That doesn't tell me anything," Fizzy said.

"She said that this Pegasus likes you, Fizzy," Megan answered.

"Oh dear . . . . ." Fizzy said, growing slightly nervous.

"Would you be willing to part with one of those horseshoes?" Megan asked. "See, we're trying to lift a curse off of someone."

"Well, it'll all be up to Midnight," the farmer said. "Whattaya say, boy?"

Midnight snorted and shook his head. He wasn't going to give up his shoes, no sir! He looked at Fizzy, who looked a little sad, and began snorting and whoofing. The farmer nodded.

"I get it," he said. "Midnight says he'll give y'all one of his shoes if that thar uni-corn gives Midnight a little ol' kiss."

Fizzy got a disgusted look on her face. She didn't like this horse. He was a show off and a bit on the arrogant side. But she did like Phyllis, and she wanted to help her any way she could, so she gave in and gave Midnight a little kiss. Midnight went crazy. He began whinnying, jumping, and kicking. He kicked so hard one of his shoes fell off. Megan caught it, and jumped on Wind Whistler.

"Thank you, sir!" she shouted as the Pegasus pony flew off.

Midnight landed next to Fizzy and puckered his lips for another kiss.

"Ew!" Fizzy squealed, and she winked out promptly. Megan and Wind Whistler had a difficult time hiding their giggles.

"Oh, what's so funny?" Fizzy asked.

"Sorry, Fizzy," Megan said. "But you should have seen the look on your face."

Fizzy rolled her eyes and walked away with Megan and Wind Whistler. They returned to Paradise Estate.

"Hey you got the horseshoe!" Danny shouted.

"Yeah," Fizzy said. "And now if you'll excuse me, I'll go gargle now. Bleah!"

"What's the matter with her?" Paradise asked.

"Don't ask," Megan said, dropping the horseshoe into the cauldron.

"Two down one to go," Spike said. "I just hope Mike, Gingerbread, and Galaxy have an easy time getting that jeweled hyacinth."

Unfortunately, getting the jeweled hyacinth was going to be easier said than done. Mike, Galaxy, and Gingerbread were standing at the foot of a high peak where the flower was. Mike was getting a stiff neck just looking at it! It was so high, the jeweled hyacinth looked like a shiny speck.

"Wow, that's pretty high up!" Gingerbread replied.

"Galaxy, why don't you wink up there and get it?" Mike asked.

"I don't know," Galaxy said. "It's pretty high up there."

"I know you can do it, Galaxy," Gingerbread replied.

Galaxy winked out, but when she winked back in, she realized there was no place to wink to! The jeweled hyacinth was on a cliff with nothing surrounding it! Galaxy began to fall, but she winked out and winked back in on the ground.

"That was close," she said. "There's absolutely no place to wink to up there!"

"We've got to get that flower somehow," Gingerbread said. "Do you think you could climb it, Mike? I'd climb it myself, but I was never that great a climber."

"Probably," Mike said, looking up. "Looks like there are enough hand and foot holds. Makes me wish one of the Pegasi went after this one."

Mike rolled up his sleeves and began climbing. He kept his eyes towards the sky. He definitely didn't want to look down, that was for sure! He finally made it to the top of the cliff, and grabbed the jeweled hyacinth.

"Looks like just a worthless piece of junk," he said. "That book of the Moochick's better be right about this bein' able to lift the curse!"

Since they were in a hurry, Mike went and jumped off the slide of the cliff. Galaxy and Gingerbread were going completely insane.

"Is he crazy?!" Galaxy shouted.

"MIKE!" Gingerbread screamed.

Before anything else could happen, Mike whipped out his magic wand and created a small tornado that brought him down to the ground safely.

"You called?" Mike asked. Gingerbread rammed his rear with her head.

"Don't you ever scare me like that again!" she shouted.

"Sorry," Mike said. "Let's get back to the Estate."

The trio immediately walked back to the Estate and threw the jeweled hyacinth into the cauldron.

"What's supposed to happen now?" Mike asked.

"Unfortunately nothing," Phyllis said, looking inside the Moochick's book.

"Don't tell me I nearly killed myself climbin' for that stupid flower for nothin'!"

"It wasn't for nothing. We just need one more item before we can lift the curse. It was on the other page, so the Moochick didn't see it."

Mike groaned. Jerry made a face. They weren't looking forward to this, that was for sure. But Mike figured it was probably something minor, so he wasn't going to hold it against the Moochick for forgetting to mention it.

"So what have we got to get?" he asked.

"It's probably the most important piece of the spell," Phyllis replied. "And it's the Medallion of Medala. Without it, we'll never undo the curse."

Now Mike was ready to kill the Moochick. He groaned and gripped his hair with both hands.

"Let me guess," Jerry said. "The medallion is in the possession of your stepmother."

"Exactly," Phyllis said.

"Shoulda known."

"Your stepmother can't be that bad!" Gingerbread shouted. "All we have to do is ask her for the medallion, and I'm sure she'll give it to us!"

"You don't know Lady Chloe, Gingerbread," Phyllis replied. "She is the purest pure evil. We'll never get the medallion by just talking."

"Then you leave it to us," Mike said. "We'll get that medallion."

"Right," Megan said. "The ponies who went with Mike, Jerry, and me to gather the other treasures follow us. Phyllis, you come to. You can show us the way to Medala. The rest of you stay here."

"Be careful," Paradise said. "I'm sure Lady Chloe won't give in easily."

"We will," Gingerbread said. "Everything is under control!"

"I sure hope you're right, Ging," Micky said. He always called Gingerbread "Ging."

Mike, Megan, Jerry, 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. Heart Throb and Wind Whistler were up ahead flying. Jerry was sitting on Heart Throb, looking around.

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

"What is it?" Megan asked.

"Looks like a castle," Jerry said.

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

"Yeah," Jerry said.

"Then that's Medala," Phyllis said.

"Well, let's go get this over with," Mike said.

"That's the spirit, Mike," Magic Star said, a bit sarcastically.

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," Mike said.

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

"This had better not be a trick or somethin' like that," Mike said.

Megan, Mike, Phyllis, Jerry, 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. "Mike, can you use your magic wand to give us guards uniforms?"

"A mere trifle," Mike said, and he waved his wand. The humans were now clothed with the guards uniforms. The ponies had on special helmets and saddles, too.

"Now we can just walk in," Magic Star said. "Great idea, Megan!"

The group walked inside the castle. Phyllis and Heart Throb staid outside. It would be too dangerous for her to go in and face Lady Chloe. Megan, Mike, Jerry, 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?" Jerry asked.

Mike held up his magic wand and shook it a little. The crystal ball started glowing, and a light shot out of it. The group followed it into 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 away to retrieve it and return to Paradise Estate with it without arousing Lady Chloe."

"What'd . . . ." Jerry started.

"She said we had to get it without wakin' up Lady Chloe!" Mike yelled. Of course, that did it. Lady Chloe woke up, and saw the ponies and their friends 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!" Mike shouted.

"But what about the medallion?" Gingerbread asked.

"We'll get it later!" Jerry shouted, and he 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!" Mike 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?" Mike asked.

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

"Wanna bet?" Mike asked. He twirled his magic wand and smiled.

"Oh please," Lady Chloe said. "What are you planning on doing with that?"

"Freeze frame," Mike said, and he gently flicked his magic wand. That seemed to do the trick. Lady Chloe and her guards were frozen in place.

"Wow, that was a good trick, Mike!" Fizzy shouted.

"Sure it's a good trick," Mike said. "But they won't stay frozen for long. Just long enough for us to get the medallion and get back to Paradise Estate."

Wind Whistler flew down and snatched the Medallion of Medala off Lady Chloe's neck, and then fled from the palace. The others followed her. Once they were well on their way back to Paradise Estate, the spell wore off, and 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?" Mike asked.

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

"Guess my spells don't last as long as Claudius's did," Mike said, referring to his great-great-great-great-great grandfather.

"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," Mike 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," Mike 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!" Mike shouted, smiling. "That's it. That's it! Megan, you are brilliant! WHIZZER!"

Whizzer flew into the window and zoomed over to Mike. The Texan Monkee jumped on her back.

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

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

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

Mike didn't answer. He 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," Mike said. He turned around just as the bright glow subsided. The old hag that was once in the room was now a beautiful, blond haired girl. Mike's eyes nearly popped out of his head.

"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 finally turned to Mike and smiled at him.

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

"Aw, well," Mike said shrugging. "It was nothin'. I mean, I know you and I didn't get off to a good start, and I can tend to be a little shallow when it comes to looks, but, hey, you know. I hope maybe . . . . . you know we can still be friends."

Phyllis smiled, and gave Mike a big kiss on his lips. When she let go, the Texan Monkee looked utterly and completely dazed. He just stood there, shocked beyond belief! Phyllis climbed on Paradise.

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

"I will be," Phyllis said as Paradise took off. She waved to all her new friends. "Thank you all so much! I'll never forget you!"

The others waved and called their goodbyes. Except for Mike. He was just standing there, still shocked.

"Mike, are you okay?" Gingerbread asked.

"I'll never wash these lips again," Mike said, dazedly.

The End