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. The other ponies were helping to clean up the mess.

"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. The other ponies started staring at the old woman themselves. Not one of them could say anything.

"It not nice to stare," Baby Lofty said.

"That's all right," Phyllis said. "People have done worse than stare whenever I passed through their towns. I'm a bit used to it."

"Who are you?" Gingerbread asked, after a minute or so. "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," Lickety Split said, skeptically. "Unless you ruled over Barberia a hundred years ago."

"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?" Fizzy 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?" Fizzy replied.

Everyone giggled. Wind Whistler, Fizzy, Heart Throb, Magic Star, Galaxy, Gingerbread, Paradise, 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," Magic Star 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," Fizzy said.

"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'm sure he will!" 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."

At that time, the party had arrived at 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. 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! This particular spell is very easy to counteract. 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," Gingerbread 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 . . . ." Fizzy started.

"She said she doesn't think it'll be all that easy," Galaxy replied.

"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," Paradise said.

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

"But it still sounds pretty hard to get," Fizzy 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. The Moochick loaned them a cauldron, and Sparkler 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 coming with the rest of the ingredients?" Sparkler asked.

"Well, I got the whiskers," Peachy said, walking into the room. She was covered in cat scratches. "Twinkles put up quite a bit of a fight, though."

Sparkler stifled a giggle as Peachy 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 Lemon Drop, 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?" Sparkler asked.

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

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

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

"Hey, who's the old lady?" Danny 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?" Fizzy asked.

"Split up and search," Megan said. "Magic Star, Heart Throb, and Surprise, you try to find the pearl droplets. Gingerbread, Galaxy, and Spike, 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," Surprise 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," Magic Star said. "Let's go!"

The three 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 jumped out holding a container of green and purple pills. He had a handlebar mustache, and was wearing a pair of thick, round glasses, a plaid jacket, and a bowler.

"Friends, friends, friends!" he shouted. "Are you tired, run down? Has your get up and go got up and went? Then have I got the perfect thing for you! For just one dollar and ninety-eight cents, you too can be the picture of health with Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tastng Green and Purple Pills! Now Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tasting Green and Purple Pills will get rid of any kind of ailment you can think of, from coughs, wheezes, sneezes, arthritis, water on the knee, heartburn, ingrown tonails, you name it, and Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tasting Green and Purple Pills will cure it! That's Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tasting Green and Purple Pills!"

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. Surprise looked a little sick. Of course, Jeremiah Peabody spotted her, and ran to her.

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

"Uhh, please don't say it again," Magic Star said. "We already know."

"Jeremiah Peabody's Poly Unsaturated Quick Dissolving Fast Acting Pleasant Tasting Green and Purple Pills," Surprise, 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.

"But we don't have any money," Heart Throb said.

"Too bad, too bad," Mr Peabody said. "Can't let you have the pearl droplets now. Unless you have something else valuable on you."

Magic Star, Heart Throb, and Surprise looked at each other. They didn't know what to do.

"How long are you going to be here?" Surprise asked.

"Couple days," Mr. Peabody said. "I'll be right here if you change your mind about the pearl droplets."

"We'll be back," Surprise said. "Come on, you two! We've got to get back to the Estate!"

"What for?" Heart Throb asked, as she and Magic Star followed Surprise back to Paradise Estate.

"We'll make Mr. Peabody an offer he can't refuse."

When the three ponies got back to the Estate, they ran into the kitchen. The others were waiting for them.

"Did you find the pearl droplets?" Paradise asked.

"Not yet," Magic Star said. "Mr. Peabody, the man who has them, said that they don't come cheap, but we don't have any money."

"Surprise seems to have an idea," Heart Throb said.

"Right," Surprise said. "Cupcake, start baking your famous special secret recipe cupcakes! I'm going to need about five dozen."

"Five dozen!" Phyllis shouted in amazement. "Why on earth do you need all those cupcakes?"

"Trust me," Surprise said. "Will you do it, Cupcake?"

"All right," Cupcake said. "But you all will have to leave the room. I can't let anyone have this recipe. I don't call them my special secret recipe cupcakes for nothing"

The others groaned, and left the room. All of Ponyland wanted to know what Cupcake put in those special secret recipe cupcakes of hers, but she wasn't going to cave in.

It took a few hours, but Cupcake, being the whiz in the kitchen that she is, pushed a cart out of the kitchen, containing exactly five dozen of her special secret recipe cupcakes.

"You did it, Cupcake!" Magic Star shouted.

"Naturally," Cupcake said, with a smile.

"Cupcake, you're the best pony baker in all of Ponyland!" Surprise shouted.

"I'm the only pony baker in all of Ponyland," Cupcake said.

"Oh yeah," Surprise said. "Well, we're off to see Mr. Peabody!"

Surprise, Heart Throb, and Magic Star pushed the cart down the path to go see Mr. Peabody again. Phyllis, Paradise, and Cupcake watched them go.

"I can't imagine what they would need all those cupcakes for," Phyllis said.

"I guess we'll find out when they come back," Cupcake said.

When Heart Throb, Surprise, and Magic Star reached the wagon, they found Mr. Peabody counting his money from his sales of his green and purple pills. He paused for a moment when he heard the cart being wheeled in and smelled the cupcakes.

"Welcome back, ponies," he said. "Say, uhh, what's in the cart?"

"Something special," Surprise said. "Here, have a cupcake!"

"Well, don't mind if I do!" Mr. Peabody shouted. He took a cupcake out of the cart, and bit into it. Then, he gobbled it up, and licked the icing and the crumbs off his hand. The ponies looked at him oddly.

"Pretty good," he said. "Got anymore?"

"Yep," Magic Star said. "A whole cart full."

"You can have them all, darling," Heart Throb said. "If you give us the pearl droplets."

"Sold!" Mr. Peabhody shouted, tossing the bottle to Surprise.

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

"They're basically your plain old feel-good pills," Mr. Peabody said, shoving cupcakes into his mouth. "Go ahead and try one."

Surprise was curious. She and the other ponies never really thought much about drugs, but she thought one pearl droplet wouldn't kill her. She popped one into her mouth and swallowed. Once she did, she began feeling a little funny. She shook her head out, and took to the air. The three ponies then headed back for Paradise Estate. Halfway there, she let out a scream, and began laughing hysterically. She sounded a little like Wind Whistler that one time when she went crazy.

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

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

Magic Star gave the white Pegasus a strange look. She was really getting silly. She began flying around in loops, whooping. Then Magic Star 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. Surprise continued laughing like a lunatic. It made it hard for Heart Throb to concentrate on flying, but they made it back to the Estate. Because Surprise was making so much noise, Heart Throb's landing was a little off course, and she crashed to the ground.

"You okay?" Julie asked.

"Just fine, darling," Heart Throb said. "But Surprise 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."

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

"Sheesh, I knew she was silly, but this takes the cake!" Sparkler shouted.

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. "What are you doin' here?"

"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 the smallest kiss kown to man. 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," Sparkler said. "I just hope Spike, Gingerbread, and Galaxy have an easy time getting that jeweled hyacinth."

Unfortunately, getting the jeweled hyacinth was going to be easier said than done. Spike, Galaxy, and Gingerbread were standing at the foot of a high peak where the flower was. 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?" Spike 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, Spike? I'd climb it myself, but I was never that great a climber. That, and I can't get my hooves into the hand and foot holds."

"I'll do my best," Spike said.

Spike cracked his little knuckles, and started 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.

"I got it! I got it!" Spike called. "I . . . . whooooaaaaa!"

Spike had inadvertantly let go of the mountain, and started to fall. Galaxy and Gingerbread gasped.

"SPIKE!" Gingerbread screamed.

The two ponies began racing around, trying to catch Spike before he could hit the ground. The two of them ran around until they ran right into each other, and crashed to the ground. Luckily, Spike landed right on top of both of them.

"Ouch!" Galaxy shouted.

"Ooch!" Gingerbread yelled.

"Eech!" Spike shouted. "Thanks for breaking my fall, you guys."

"You're welcome," Gingerbread groaned. "I not only broke your fall, Spike, I think I also broke my back."

"At least we've got the hyacinth," Galaxy said. "Let's go."

The trio immediately walked back to the Estate. The others were waiting for them.

"What happened to you guys?" Surprise, who had recovered from her silly streak, asked.

"Don't ask," Galaxy said as Spike threw the jeweled hyacinth into the cauldron.

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

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

"So what have we got to get?" Gingerbread 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."

"Let me guess," Sparkler 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," Surprise said. "We'll get that medallion."

"Right," Megan said. "Surprise, Magic Star, Heart Throb, Gingerbread, Galaxy, Wind Whistler,Fizzy, Paradise, and I will go get it. Phyllis, you come to. You can show us the way to Medala. The rest of you stay here."

"Be careful," Sparkler 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, Gingerbread," Sparkler said.

Megan 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. Surprise, Heart Throb and Wind Whistler were up ahead flying.

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

"What is it?" Megan asked.

"Looks like a castle," Surprise said.

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

"Yeah," Surprise said.

"Then that's Medala," Phyllis said.

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," Magic Star said.

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

Megan, Phyllis, 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. "If we time it right, we can sneak in."

The group walked inside the castle. Phyllis outside. It would be too dangerous for her to go in and face Lady Chloe. Heart Throb staid with her. Megan 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 a way to retrieve it and return to Paradise Estate with it without arousing Lady Chloe."

"What'd . . . ." Fizzy started.

"I said we had to get it without waking up Lady Chloe!" Wind Whistler yelled, losing all her patients with Fizzy entirely. Of course, that did it. Lady Chloe woke up, and saw Megan and the ponies 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!" Surprise shouted.

"But what about the medallion?" Gingerbread asked.

"We'll get it later!" Magic Star shouted, and she 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!" Gingerbread 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?" Fizzy asked.

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

"Wanna bet?" Fizzy asked, as she lit up her horn. Bubbles flew out of it, and practically blew Lady Chloe down the stairway.

Wind Whistler flew down and snatched the Medallion of Medala off Lady Chloe's neck as she fell, 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?" Sparkler asked.

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

"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," Surprise 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," Galaxy 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!" Surprise shouted, smiling. "That's it. That's it! Megan, you're a genius! WHIZZER!"

Whizzer flew into the window and zoomed in over Surprise.

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

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

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

Whizzer didn't answer. She 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," Whizzer said. She turned around just as the bright glow subsided. The old hag that was once in the room was now a beautiful, blond haired girl.

"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 came to Whizzer and Surpriseand gave her the biggest hug of all..

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

"You're welcome," Surprise said. "We were happy to help!"

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

"I will be," Phyllis said as she climbed on Paradise. She waved to all her new friends as Paradise took to the air.

"Thank you all so much! I'll never forget you!" she called.

The others waved and called their goodbyes. Another adventure in Ponyland had come to an end.

The End