The Cutie Mark Crusaders are fillynapped by Queen Chrysalis under the guise of an invasion of Changelings across Ponyville! The Mane Six quickly defeat the underlings and rescue the rest of the town, but find that Chrysalis has taken the fillies to her distant lair, and challenge the Mane Six to come rescue them in three days time. Unknown to the trio, Queen Chrysalis, having taking over "Wuvy-Dovey Smoochy Land" after being ejected from Canterlot after "A Canterlot Wedding", and using the endless love of its cute cat-like critters to feed herself and her minions, now seeks to gain Twilight Sparkle's magic, using the CMC to lure her there.

With Princess Celestia out of pocket, Twilight Sparkle and her friends set off to rescue the fillies, with Twilight worried that Chrysalis' deadline just happens to correspond with the passing of the Secretariat Comet. Traveling through an abandoned Diamond Dog mine, Chrysalis sets her Changelings to split the six into pairs and then create resentment between them through the mimicking abilities. Though the Six regroup and defeat a pack of giant spiders before exiting the cave, the damage has been done, as the three pairs split off in separate directions to rescue the CMC. Each pair runs into its own sets of problems: a giant chupacabra, pony-eating jackalopes, and blood-sucking giant flowers, and as they all escape these, they run back into each other, letting their predators fight for dominance. After a series of apologies - and an ad hoc cake break from Pinkie - they continue towards Queen Chrysalis.

They finally make it to the Queen's castle and meet Chrysalis face to face. Queen Chrysalis traps Twilight's friends into her cocoons and challenges Twilight to either join her as her student in dark magic, or to have her minions kills her friends and the Crusaders. Twilight realizes she can't fight Chrysalis and opts to let her friends go, but this is further part of the Queen's trap - to now consume her love and control Twilight's magic for herself. As the Secretariat Comet passes overhead, both Twilight and the Queen feel a surge in their magical abilities, and fight each other with magic. Twilight succeeds after recalling how much the love of her friends means to her, allowing her to overwhelm the Queen with a powerful burst of magic that bests the Queen.

The Mane Six rescue the Crusaders and regroup outside the castle, along with the arrival of the battle-damaged Princess Celestia and Spike. Celestia apologizes for not being there sooner as she and Spike had to defend Canterlot from a hoard of giant magical cocktrices which also tried using the comet's magic surge to cause trouble. As they all relate their tales, Chrysalis finds herself locked inside their castle, and having to deal with her minions entranced by Pinkie's animated costume silliness.

• Abandoned Mine: The Mane 6 travel through one to begin their journey to the Changeling Kingdom.
• Adult Fear: The series kicks off with the Cutie Mark Crusaders up to their usual adorable shenanigans, trying to get their cutie marks in Fluttershy's backyard... and then they get attacked by animals.
• All Your Base Are Belong to Us: Not related to Equestria, but this happens to the uber cute kingdom of cat people that Chrysalis and the Changelings land in after getting blown across the sky in A Canterlot Wedding. They promptly twist the place into their own image and drain the populace of their love, indicating that the Changeling Kingdom we've seen in the comic isn't the original. By the time the Mane 6 have gotten to the Queen at the start of issue #4, all that's left are green-goop-covered homes and solitary heart-shaped greetings on the ground.
• Always Someone Better: Upon seeing the sheer power Twilight possesses, Chrysalis immediately declares she wants Twilight to be her apprentice.
• And Call Him George: The cave troll in #2. It's even lampshaded.
• And Your Little Dog Too:
  Scootaloo: She was all "I'mma' getchoo Twilight! And your little pony friends too"!
• Anvil On Head: The first issue's third page has a 100 weight that was apparently dropped by Snowflake^note The big muscle pony from "Hurricane Fluttershy", prompting an "OUCH!" from the pony underneath and laughter from a pony in a doorway nearby.
• Art Shift: Issue #3 starts with a quick summary of the previous two issues in a 50's style sepia-tone and slightly simpler-draw ponies, ala the educational film from "Hurricane Fluttershy".
  • Lampshaded by the end of the issue: in the same sepia style, Spike provides a cliffhanger dialog, and then Angel flips a switch, reverting the art style back to normal.
• Ascended Meme: Issue #1's synopsis uses the fan-coined term "Mane Six" (already more than a Fan Nickname due to being used on a couple of licensed shirts, but this further elevates the term).
  • Upon being confronted by Chrysalis, Applejack and Rarity are quick to insult her, and reference the meme of Chrysalis having swiss-cheese legs.
  • And of course Derpy's in the comic (though not named), including being lured into a trap by a trail of muffins. Furthermore, when one of the Changelings changes into Derpy, its companion is forced to bonk it on its head to get the derped eyes just right.
    • In issue 2, one of the spiders is gray, has a bit of blond hair, one set of its two pairs of eyes in a wall-eyes fashion, and has a pattern of bubbles on its rear section.
  • Sweetie Belle as a dictionary (propagated from "The Return of Harmony") pops up in issue #3.
• Badass Mustache: Spike and Angel in the flashback at the start of issue #3.
• Berserk Button: While Fluttershy's comes up again, we find that it's never a good idea to talk about bad fashion in front of Rarity.
• Artistic License - Biology: In-Universe example: Sweetie Belle thought that teeth grew back. They do. Once, after your baby teeth fall out.
• Batman Gambit: Queen Chrysalis tricks the Mane Six into getting into a huge argument, knowing full well that they will inevitably reconcile and strengthen their bond, thereby giving the Changelings more energy to feed on, and making Twilight's magic more powerful for when she needs to drain it.
• Breaking the Fillyship: The Changelings do this to the Mane Six in issue #2, and Queen Chrysalis even Lampshades this in issue #3. By the end of issue #3, though, they're back together.
  • Chrysalis claims that the fact that they're back together actually helps her in the long run.
• Bizarrchitecture: The Changeling castle seems to have an interior inspired by an Escher painting.
• Bread, Eggs, Breaded Eggs: As the ponies set off for Changeling territory at the end of issue 1, Pinkie wonders if they'll encounter ninjas, monkeys, or monkey ninjas along the way.
• Buffy Speak: Sweetie Belle to Queen Chrysalis in #4:
  Sweetie Belle: And you'll never be able to take away Twilight's magic, she's a bajillion times the... magical... pony... thing... you are!
• Canon Immigrant: Toyline ponies Sweetcream Scoops and Sugar Grape cameo as background ponies.
• Captain Ersatz: What civilizations lie outside Equestria, a place based on the My Little Pony franchise? Well, you might expect something like Care Bears...
• Chekhov's Gun/Law of Conservation of Detail : Parodied. Pinkie claims that since she lugged those "bulky" costumes all the way from Ponyville, they have to be useful at some point in the quest. While Rainbow's costume never serves a meaningful purpose, Pinkie's costume is animated to keep an eye on the Changelings after their defeat.
  • Could double as Chekhov's Gag, considering the fact that both times before the climax it's brought up, it's for humor purposes.
• Chekhov's Gunman: Pinkie finds the cave troll and has him save the others from a group of giant spiders.
• Comet of Doom: The Secretariat Comet will be passing the Horsehead Nebula in three days, an astronomical event said to effect every magical being in Equestria.
• Comically Missing the Point: The CMC have been fillynapped! What's the first thing they think about? Whether or not they get "fillynapped" cutie marks. Queen Chrysalis even considers revising her opinion that trolls are the stupidest creatures alive after putting up with their constant chatter for a while.
  • In #2, Twilight is more impressed by how large a cave troll is instead of any possible threat the troll represents.
  • When Rarity faces the Phantom Pony of the Opera in the changeling castle, she is more disturbed by the prospect of dating a basement-dwelling musician than anything.
  • Sweetie Belle is more upset about Chrysalis being boring than her being a threat to their lives.
• Continuity Nod:
  • With the return of changelings, naturally the wedding episode gets brought up. Apparently Rainbow Dash barely remembers it because she had too much of Pinkie's Tutti-Frutti Sherbet Sugar Punch.
  • Much of issue #2 is spent in a mine that once was worked by the Diamond Dogs. Several of the background elements allude to their dog-nature (bones and doghouses).
  • In issue #2, when the Changelings work to create discord between the Mane Six, Pinkie is told that she is annoying to her friends, and temporarily reverts to her "Party of One" straight-hair look.
  • The map at the end of issue #2 shows Timber Wolf territory and the Zap Apple grove, the Ursa Major caverns, the "Sight of the Battle of Discord" (under quarantine), and the Appaloosan Mountains (home of the Diamond Dogs).
  • End of issue #2: The antagonists separate the group, their friendship gets broken when they make jabs at each other's flaws and the group dissolves. To be continued... All that's missing is the theme tune kicking in out of nowhere...
• Creator Cameo:
  • Wild Fire, the pony avatar of series storyboard artist Sabrina "Sibsy" Alberghetti, appears in issue #1.
  • The troll in issue #2, named Jim in story, is based on Jim Miller.
• Crystal Ball: Queen Chrysalis used one to communicate with the Mane 6, telling them to confront her in three days. It even provides a map. And functions as a means of surveillance for Chrysalis.
• Darkest Hour: The second issue ends with the Mane Six parting ways and continuing their journey separately.
• Deus Exit Machina: Princess Celestia is unavailable because she is preparing for the comet, because if she weren’t the plot would be resolved in five minutes.
• Divide and Conquer: The changelings separate the group with a cave-in and start causing feud between them through the use of disguises and personal insults. It works.
• Do Not Adjust Your Set: Though on a much smaller scale. Queen Chrysalis hijacks Spike's fire-mail line to Princess Celestia to deliver a crystal ball to the Mane 6, which serves as a two-way video conference and a map.
• Door Roulette: In the castle, Chrysalis challenges the Mane 6 to find her behind one of the many doors. The other doors contain a slew of movie Shout Outs, such as a Monster Clown or a pony Phantom of the Opera.
• Drunk on Malts: Rainbow Dash explains that her memory of the wedding is hazy after having Pinkie's Tutti-Frutti Sherbet Sugar Punch. (It contains seven parts of sugar for every part of fruit!)
• Emotion Eater: While it's been known that Changelings feed on love, issue #3 shows how they actually do so: they just suck the green, gaseous life miasma right out of the victim's body.
• Evil Gloating/Just Between You and Me: Lampshaded. As Chrysalis begins to describe what will happen should the Mane 6 miss the deadline, a fillynapped Scootaloo blurts out that she's about to reveal her evil plan to the heroines. Annoyed at the interruption, Chrysalis cuts off communication.
• Exact Words: Chrysalis promises Twilight that she would not hurt or drain her friends if Twilight promises to become Chrysalis's apprentice. However, Chrysalis never said Twilight couldn't be made to hurt them.
• Expository Hairstyle Change: During the battle with the Changelings, Rarity styles Pinkie's hair to look like hers in order to tell her apart from the Changelings who have taken Pinkie's form.
  • In the second issue, Pinkie's hair deflates after a Changeling takes the shape of one of her friends and convinces her they all consider her annoying.
• Eyepatch of Power/Eyepatch After Time Skip: Worn by Spike; see "In the Interim" short below.
• For Inconvenience, Press "1": Twilight's attempt to reach Celestria only to get a letter back, which reads like an automated message, explaining she's away.
  Twilight: I've been...form lettered!
• Foreshadowing: During issue #4, Chrysalis comments that while she can drain emotions or take new forms, Twilight posses an ability and knowledge she doesn't have. Love? No, it's the power of devastation.
  • A possible one can be seen on the first issue, when the misterious stallion that always appears to watch important events can be seen watching Time Turner, who's holding a fob watch and looking at it with an alarmed expression.
• Funny Background Event: Yep, even the tie-in comic has these.
  • Issue #1:
    • In the first splash page, a poor background pony falls victim to an Anvil On Head (see above).
    • Same issue, look closely during the Changelings battle when Rainbow Dash and Fluttershy are talking and you'll notice Spike running away from a Changeling he just set on fire.
    • While Spike is horking up Queen Chrysalis' message after the changeling battle, Pinkie Pie can be seen re-inflating her mane to its normal wild curliness (much to the chagrin of Rarity, who had styled it during the battle).
• Getting Crap Past the Radar: On the map page of Issue #2, there's a location known as Gelding Grotto.
• Giant Spider: Giant spiders inhabit the cave in issue #2, ranging from pony-sized to as big as elephants.
• Gory Discretion Shot: Chrysalis grabs one of the luvcats and taunts the CMC for their "innocence". What she does with the luvcat in the following panel is never shown, but the splattered black amongst the blank white panel, the "THUMP" and the CMC's screams makes it clear that it is for the best.
  • In the same issue, right after Fluttershy points out a natural species rivalry in the monsters that were chasing the ponies, the ponies look epically horrified while said monsters presumably disembowel each other just off-panel.
• Hammerspace: Rainbow Dash is incredulous of where Pinkie stowed the giant costumes for the two of them (and a Changeling costume).
  • Later, Pinkie pulls out her costume and a perfectly fine (and fresh) cake out from nowhere. This time, Rainbow Dash begs her friends to ask no questions..
• Harmful to Minors: There's a strong implication Queen Chrysalis killed one of the luvcats in front of the CMC. If the splatter on the panel is any indication, it was not pretty.
  • It doesn't help that a preview page for issue #4 suggests that the CMC have outlived their usefulness to Chrysalis.
• Hero of Another Story: While the mane six were dealing with the Changelings, Spike and Princess Celestia were fighting off a horde of giant, magic cockatrices in Canterlot. Also, Princess Luna makes a small cameo at the end holding a map of Manehatten, implying she may have been the one to deal with the giant magical marshmallow pony that Celestia mentioned.
• Hidden Depths: Fluttershy's knowledge of giant spiders, though its not too surprising being who she is.
• I Have Your Sisters: Queen Chrysalis kidnaps the Cutie Mark Crusaders to force the cooperation of the Mane 6.
• I Need You Stronger: The trials Chrysalis puts the Mane Six through are meant to strengthen their friendship so their emotions will peak and Twilight will be at her strongest when she drains her magic.
  • This winds up backfiring as Twilight's magic turns out to be much stronger then she realizes. Added with the magic comet amplifying her power and Twilight manages to defeat Chrysalis in a one on one duel.
• Leaning on the Fourth Wall: In the second issue, a cave troll treats Fluttershy like she were a doll (including one shot that deliberately puts her in the same pose as the MLP "fashion" pony toys) and combs her hair, has rocks that look like Optimus Prime in his "toy" collection, and Rarity makes him some custom pony dolls. Sweetie Belle (watching from Queen Chrysalis's lair) comments that she'd make a cute toy. The whole scene is rather meta, considering the source material.
• Least Rhymable Word: Pinkie Pie leaves the Changeling minions to come up with a rhyme for "orange".
• Let's Get Dangerous: After everypony else (sans Pinkie) has been caught by the spiders' web, Twilight declares she'll burst out her magic and fires at the biggest spider, though it only serves to singe it's forehead a little.
• Magic A Is Magic A: Twilight claims that even if Chrysalis drained her of her magic, the Queen still wouldn't be capable of the same kind of magic Twilight could do because Twilight gained her power through focused study. Chrysalis would have power without knowing how to use it.
• Mana Drain: Queen Chrysalis intends to drain Twilight of her magic.
• Mama Bear: They're sisters, really, but Rarity and Applejack are both understandably highly motivated to rescue the Crusaders from the Changelings.
  • When the Mane 6 finally get to rescuing the CMC in issue #4, Rainbow Dash is shown to be protecting Scootaloo as frequently as the above sister pairings. Consider that continuity-wise, this arc pre-dates "Sleepless in Ponyville" where the relationship was made more explicit.
• Meaningful Background Event: It has this, too. Particularly, in the splash page in the first issue, there's a sneaky changeling right next to Time Turner.
  • Also, in both issues there appears to be a mysterious brown stallion observing the Mane Six, even appearing where he couldn't possibly have gotten to normally. In the crowd of freed ponies in issue 1, when the Mane 6 leave the caves in issue 2, when Twilight Sparkle and Fluttershy are about to fall in the oubliette in issue 3, and when Celestia and Spike join the Mane 6 after Chrysalis is defeated in issue 4.
• Mind-Control Eyes: In the first issue a bunch of ponies (including the Cutie Mark Crusaders, Silver Spoon, and some background ponies from the show) and various animals have these. Unlike in the show's season 2 finale, these eyes are noticed instantly.
• Mischief Making Monkey: One of the locations on the map at the end of issue #2 is "Here there be Monkeys", with a subtitle warning visitors to guard their valuables.
• Mundane Made Awesome: Twilight can't wait to get back to add to her research on cave trolls.
  Rainbow Dash: Did you just use the words "excitement" and "research" in the same sentence?
  • Similarly with Fluttershy:
  Fluttershy: The vampiric jackalope and the chupacabra are natural enemies. They'll fight for dominance over the rights to eat us. (shot of the other five looking disgusted while Fluttershy is smiling in awe) Nature is so fascinating...
• Mythology Gag: Not only do we get a Lawyer-Friendly Cameo of the G1 pony Firefly, on the same page there's a building that says "Est. 1982", the same year the first My Little Pony toys came out.
• Never Say "Die": The death threat on Twilight's friends and the CMC is heavily implied, but they never use the "kill" word.
  • Played straight with Applebloom with a Bowdlerised version of the "I'm To Young to Die" stock phrase
  Apple Bloom: Ah can't "go" before I get mah cutie mark.
• Nightmare Fetishist: Fluttershy has a moment of this in issue three when a chupacabra and a pack of vampiric jackalopes battle (presumably to the death) for the right to eat the Mane Six, and Fluttershy watches with captive awe at the "fascinating" creatures.
• Noodle Incident: Averted, as the reason for Celestia's absence is revealed to be a giant magical cockatrice attack is documented in the 2 page short "In the Interim" of Issue #4.
  • On the other hand, the giant marshmallow pony attacking Manehatten appears to go unresolved, with a poor Princess Luna having becoming lost on her way there.
• OOC Is Serious Business: When the Cutie Mark Crusaders aren't interested in cutie marks, you know something bad has happened.
  • Scootaloo turning down an offer to hang out with Rainbow Dash is so upsetting that RD has to tell her friends about it. (Whether she's worried for Scoot, is just nursing her bruised ego, or both is uncertain.)
• Offscreen Moment of Awesome: Celestia (aided by Spike) had an epic fight defending Canterlot against a horde of giant Coacktrices. The bonus story shows it was a really, really hard battle, and Spike's aid was invaluable against the giant foes.
  • Celestia also mentions a giant marshmallow pony wreaking Manehattan and the rest of the conversation implies she had to take care of many other threats as well.
• Offscreen Teleportation: By the Changelings. The Mane Six take three days to go from Ponyville to their kingdom, but they do it overnight(With the CMC) and later, Chrysalis sends the troops for reporting on how the Mane Six are doing. They come and go without much any trouble, while the Mane Six advance at a normal pace.
• Paper-Thin Disguise: In issue #3, Pinkie's plan for avoiding themselves getting mixed up with disguised Changelings is to wear costumes of themselves so that they can recognize each other.
• Parental Bonus: Scoots says she isn't sure she wants a picture of Apple Bloom and Sweetie Belle on her flank for the rest of her life. Any parents or older readers with really unfortunate tattoos can probably empathize.
• Pity the Kidnapper: Chrysalis has given the Mane 6 three days to find and rescue the CMC, partly because that's when the Comet of Doom will be in position, but mostly because she's already starting to get annoyed by their constant chatter and cutie mark obsession.
• Plot Mandated Friendship Failure: Invoked. The Changelings trick the Mane Six into splitting up by disguising themselves as them and creating dissension between them, knowing full well they will inevitably reconcile. Once they do get back together, the love between them peaks and becomes a greater energy source for the Changelings than ever before.
• Pretend We're Dead: Pinkie Pie tells her friends to act as changelings to avoid notice, by "clearing their mind" and "acting like a zombie".
• Race Against the Clock: The Mane 6 have to find and rescue the CMC in three days, and it will apparently take three days just to reach the Changeling Kingdom. Secretariat Comet will also be flying over Equestria in three days, which Twilight believes is connected to Queen Chrysalis's plot.
• Real Men Wear Pink: In the second issue, the mane six comes across a cave troll with a pink heart tattoo who loves ponies.
• "The Reason You Suck" Speech: The mane cast gives one to Queen Chrysalis about how she knows nothing about friendship, love or fashion.
• Revenge: Queen Chrysalis is out for some against Twilight, as she was the one who proved instrumental in derailing the Changelings' plan to conquer Canterlot.
• Riding into the Sunset: Issue #1, last panel. Parodied since the riders are their own mounts.
• Sarcasm-Blind: Scootaloo and Spike
• Schmuck Bait: Lampshaded by Rainbow Dash, assured that the Queen's plan is just a trap for the Mane Six.
• Sealed Evil in a Can: Chrysalis and her Changelings are imprisoned in their own castle at the end. With the animated Pinkie Pie suit to entertain them (well, entertain the soldiers, annoy Chrysalis).
• Serious Business: The "Sorry Cake" in #3.
  Pinkie Pie: Luckily, I always travel with an "I'm sorry" cake! I also have "I am sorry" goodie bags!
  Twilight Sparkle: Uh, Pinkie, I don't think we have time for cake... we are only an hour away from the Changeling kingdom...
  Pinkie Pie: EAT... THE... CAKE.
• Shut Up, Hannibal!: As the comet is empowering Twilight, she and her friends give Chrysalis a verbal beatdown as Twilight gives Chrysalis a magical beatdown.
  Twilight Sparkle: Your motivations are selfish, we fight because we know about things worth fighting for! Love! Friendship! We have things that you can't hope to have! You envy us!
  Queen Chrysalis: Stop... this... nonsense. You can't... defeat me.
  Twilight Sparkle: Ponies who can't do things themselves tell others they can't do it... I can stand up to you.
• Skewed Priorities: Apple Bloom is more upset about not getting her cutie mark before she is (presumably) to be killed by Queen Chrysalis. Lampshaded by Scootaloo.
  • Everypony is awed, impressed, and somewhat scared when a magically-uber Twilight takes out the side of the castle wall. Rarity is furious that she ruined the curtains made of the finest silk.
• Slasher Smile: Pinkie Pie does a face like this in page 9 of Issue 1 complete with a "cut/slit throat" gesture.
• Slouch of Villainy: Chrysallis has her own Drama Couch in #2.
• Smart Ball: Pinkie gets it in issue #4, answering the door riddle to the Queen's central chamber.
• Something Only They Would Say: The Mane 6 are affirmed of the CMCs' identity because of their talk of getting their cutie marks from being fillynapped.
  • Cue deadpan "It's them" from Applejack.
• Speak Friend and Enter: A trap door in #4 offers the mane 6 a riddle: "How is a pegasus like a writing desk? Can you answer this riddle?" The others are hung up on how a pegasus and a writing desk could be similar, but Pinkie realizes the real answer lay in the fact they couldn't answer the riddle.
  • Doubly hilarious when you realize it's based off "How is a raven like a writing desk", which in fact has no answer...and the closest to canon for answers is a pun using 'nevar', which can't be done with pegasus.
• Suddenly Voiced: As it turns out Changelings do talk outside of transformations. Issue #2 has one speaking in Snake Talk mid-transformation, and the following issue has one having a full-on conversation with Chrysalis.
• Sugar Apocalypse: We get a chilling vision of what could have happened to Equestria in the form of what the Changelings do to a peaceful land of cute kitty people they just so happened to land in after "A Canterlot Wedding".
• Summon Bigger Fish: Pinkie Pie takes care of the giant spiders in issue #2 by bringing in Jim the troll.
• Super Mode: Remember Twilight's glowing eyes from the series' pilot? The magic of the comet infuses Twilight with even more power, causing her eyes to glow, a powerful aura to form around her, and to float off the ground, ending with a magical burst that defeats Chrysalis.
• Symbol Swearing: Unfinished versions of page 3 of Issue #1 had the pony partly under a 100 weight use this instead of saying "OUCH!"
  • In issue #2, once the Mane 6 have been set against each other, one panel shows them all shouting at each other, punctuated with a single fancy exclamation point with a dagger set in.
• Synchronous Episodes: The short in issue #4, "In the Interim" takes place while the events of issues #2 through #4 occur.
• Tailor-Made Prison: One of the locations on the map at the end of issue #2 is "Ye Olde Oubliette". Twilight and Fluttershy actually fall into it in the next issue.
• Talking the Monster to Death: Just barely averted. The Cutie Mark Crusaders drive Chrysalis absolutely crackers, then when she implicitly threatens to eat them, they keep it up until she gets physically ill! None of that, though, staves off the final confrontation between Twilight and Chrysalis.
• Tempting Fate: Lampshaded in issue #2 when the ponies are going through an old mine.
  Twilight: Well, hopefully that means no one is here and we can just walk on through with no issues!
  Rainbow Dash: Pfft... saying things like that just means you're begging for something to happen.
• Title Drop: Scootaloo's assertion on how the Mane Six will recover from being split into pairs, in issue #3.
• Took a Level in Badass: With a dose of Conservation of Ninjutsu; the rank-and-file changelings are a lot more competent this time around than they were in the show, especially in issue #2.
  • Issue #2 is the first time that the audience gets to see the changelings use something besides direct combat. They are much more dangerous outside of a melee, using indirect attacks to divide their enemies and turn them against each other, without them even realizing that the changelings are attacking them.
• Trap Is the Only Option: It's obvious that the deadline is part of some greater plot, but the Mane 6 decide they have to meet it anyway.
• Überwald: The Changeling Kingdom, from what we've seen so far.
• The Unsmile: Pinkie Pie suggests that they pretend to be like zombies to "blend in" with the Changelings. These suggestions include "clearing your mind", "shambling around" and whatever this horrifying grin is
• Unsound Effect: KICK! BETTER KICK!
• Wasn't That Fun?: Exclaimed by Pinkie in issue #3 after falling down a gorge.
• We Can Rule Together: Chrysalis tries to convince Twilight to join her upon seeing the magic power she possesses. Naturally, Twilight refuses.
• Wham Episode:
  • Issue 2. The Mane Six split up due to the Changelings' trickery. The issue ends with Twilight bitterly declaring she doesn't need anypony anymore.
  • Issue #3 reveals what Chrysalis actually intends to do and what the Changelings did directly after the events of "A Canterlot Wedding". Those poor cat-things!
• What Happened to the Mouse?: We never find out the ultimate fate of the luvcats. Issue #3 implies there's still a few left, but they're not even mentioned in the final issue.
  • For that matter, we don't know what became of the Changelings captured in Ponyville. Before the Mane Six set out Twilight mentions to Spike that Celestia will "deal with them", but beyond that the Changeling prisoners get no mention in the story.
• Wingding Eyes: Several times, notably:
  • Rariry gets a watch-shaped eye, accompanied by a few gears popping out, at the sudden appearance of the spiders in issue #2.
  • When Twilight and AJ are fighting over leadership in #2, AJ gets a dagger in hers, and Twilight a grenade.
  • At the very end, Spike has heart eyes when meeting up with Rarity, as usual.
• Would Hurt a Child: Queen Chrysalis has made it quite clear that she doesn't intend on letting the Cutie Mark Crusaders leave. Not to mention a luvcat kitten was seen before Chrysalis and her soldiers took over the village.
• Xanatos Gambit: Queen Chrysalis' plan as revealed in issue #3 has elements of this. Stealing Twilight's magic would of course be her best scenario, but putting the bearers of the Elements against each other, or allowing her minions to have taken over Ponyville would have their benefits too. Further, in issues #4, she forces Twilight to either choose to go free and let the Changelings at her friends and the CMC trapped in their pods, or to have Twilight join her as her servant while letting her friends free. The catch on the latter is that Chrysalis still holds back the friends after Twilight takes this option, anticipating that once she's drained Twilight's love for them, Twilight herself would be the one to destroy them. Chrysalis' plan is only fails when the magic from the comet gives a bigger boost to Twilight than it does to Chrysalis, allowing Twilight to defeat her.
• You Have Outlived Your Usefulness: Once the Mane Six reach her castle in issue #4, Queen Chrysalis decides she doesn't need to keep the CMC around anymore, mainly just to spare herself any more grief from their chattering. And no, she doesn't intend to just let them go either...
• Your Answer to Everything: Rainbow Dash to Twilight, upon Twilight suggesting going to the library (in this case to shelter themselves from the infected horde).

The Mane Six have been suffering nightmares for a week with no explanation. Pinkie offers to host a sleep-over, hoping the party will chase away the dreams, but they only get worse as a black miasma seeps into the room and gives the six more nightmares. Finding Rarity the weakest, the miasma grabs her away from the others, much to the distress of Spike and even Rainbow Dash is to slow to save her!

Regrouping at the library, Twilight sends a letter to the Princesses, who arrive shortly. Princess Luna reveals that the substance that took Rarity was the same force that had converted her to Nightmare Moon, preying on her desires to please her subjects. When the Mane Six had defeated her, the evil force retreated to the Nightmare Dreamscape on the moon, laying in wait. Luna surmises that the force now wants to take the Element bearers as its own subjects as to create its own nightmare kingdom for it and it's Nightmare creatures. While Celestia promises to wait and help protect Ponyville and Equestria, Luna, the Mane Five, and Spike prepare to set off to rescue Rarity, Who is currently imprisoned in the lair of the force, slowly having her will whittled away by the creatures of darkness that inhabit this domain...

The Princesses' combined magic is used to lasso the moon closer to the ground to make the journey less perilous for Twilight and her friends. However, when Spike tries to come along in full armor, the rope snaps, but Luni and the pegasi act quickly to save them all, including Spike's Fire Ruby gem that he had also brought. On the moon, the miasma takes control of the ponies' nightmares from before, but with Luna and Spike's help, each of them recognize their nightmare as a fake and dispel the illusion. The miasma speaks to the group, taunting them and alluding to a secret that Luna has been keeping from the other ponies. However, before the ponies can ask more about it, the miasma pulls back to reveal their new Nightmare Moon, Nightmare Rarity.

Back on Earth, Celestia is preparing things to defend Ponyville from the Nightmare Forces, just in time to see darkness spreading through the land and the unfamiliar shape of the new queen of Nightmares appearing on the moon.

Nightmare Rarity turns out to be a very cold and efficient villain, resisting everyone's attempts to help to get through to her and quickly capturing the Mane 5 so they cannot interfere. Luna escapes back to Ponyville on Twilight's suggestion. Meanwhile, Spike, having been tossed several miles away during the melee, recovers and sets out to free his friends. Covering himself with some strange chameleon slugs, he manages to infiltrate the castle and discover where they're being kept. Before he can find them, however, he suddenly finds himself in a throne room with Rarity asking him to be her King. Though briefly tempted, Spike becomes suspicious when she asks him to forget their friends, and realizes that it's an illusion when Rarity does not recognize the Fire Ruby she gave him. He breaks free of the Lotus-Eater Machine the queen trapped him in and tries to reach out to her once again, but cannot get through. Her Nightmares seize him (and steal the Fire Ruby from him for no apparent reason) before announcing that the nightmare has just begun.

• Adaptational Badass: Once again, Spike.
• Adult Fear: The second round of Nightmare Sequences in Issue #5 play on the Mane Six's more personal fears like Twilight being rejected by her mentor and Applejack failing her family.
• Art Evolution: The full page spread of Nightmare Rarity in issue #6 has several differences from her general appearance in the following issue, the color of her coat and gemstone-tipped horn being the most obvious. She also adds some jewelery later on.
• Art Shift: Luna's exposition of her time as Nightmare Moon and her defeat are told in the same style as the storybook in the pilot.
• Cannot Spit It Out: Spike, when confronted by Nightmare Rarity, can't quite bring himself to admit his feelings for her. This is immediately lampshaded by Nightmare Rarity, who coldly mocks him for it.
• Chekhov's Gun: Spike bringing the Fire Ruby and his unexplained immunity against the Nightmare Forces are two giant, flashing guns hanging on the wall.
  • In #7, the Fire Ruby helps Spike expose Nightmare Rarity's Lotus-Eater Machine as a lie, since dream!Rarity doesn't recognize it. Also, despite dismissing his attempts to reach her as pointless, Nightmare Rarity keeps the ruby.
• Cloudcuckoolander: Not Pinkie (for a change), but Rainbow Dash, who suggests using an enlarging ray on her (so she could transport an entire army to the moon all by herself) and a time machine to rescue Rarity.
• Continuity Nod: Luna being a Dream Walker is brought up, she's even described as the "Protector of Dreams" a couple of times.
  • How Luna became Nightmare Moon and how she was defeated by the Elements of Harmony set the basis of the new evil for this story.
  • Rainbow Dash once again pulls off a Sonic Rainboom to try and save Rarity, see Hope Spot.
  • We're reminded once again that one of Twilight Sparkle's biggest fears is being rejected by Princess Celestia.
  • The Fire Ruby returns in #6.
  • The Cloud Gremlins from the Rainbow Dash micro-comic appear in Rainbow's nightmare.
  • Something of a minor Call Forward; the hat Rainbow Dash wears in Fluttershy's nightmare in #6 is the same hat she wears at Twilight's coronation.
  • Rainbow Dash considers what Daring Do would do in their imprisoned situation.
• Corrupt the Cutie: Played straight with Rarity, completely averted with Spike, as the baby dragon manages to remain loyal to his friends even after being tempted with an ideal Lotus-Eater Machine world.
• Creator Cameo: An early panel of #7 shows O Cs of Sibsy (Wild Fire) and fan musician Mando Pony among other background ponies in Ponyville.
• Dangerously Genre Savvy: The Nightmares were previously beaten by the combined power of the Elements of Harmony. To make sure this doesn't happen again, the first thing the Nightmares do is kidnap Rarity, then make her their new queen to make absolutely sure they can't be beaten the same way.
  • Nightmare Rarity almost immediately tries to turn the Mane 5 against Luna, and when that fails has them captured and imprisoned in separate, magic-nullifying cells. She also stopped Spike's rescue attempt before he even had a chance to implement it.
• Depending on the Artist: Luna sports her Season 1 appearance in spite of the series taking place after Season 2. Colorist Heather Breckel says this is story related, however, and she has her post-"Luna Eclisped" look on the main cover for Issue #8.
• Demonic Possession: Issue #7 makes it perfectly clear that the Nightmares are the ones in control, and the host is suppressed.
  • It's implied this was less true for Luna than it currently is for Rarity.
• Evil Makeover: Just as Luna's Nightmare Moon persona changed her appearance, Rarity gets aged up, darker coat, a diamond on her horn, and a much longer mane and tail. Even her cutie mark changes to be more star-like.
• Face Heel Turn: Rarity, who is kidnapped and subjected to More than Mind Control and Demonic Possession to become Nightmare Moon's successor.
• Face Your Fears: The mane 5 are all confronted by their nightmares yet again in #6, but are all able to face them with help from each other, as well as Princess Luna and Spike.
  • Berserk Button: Even one tomato can't keep Pinkie Pie down. It just causes her to rip into the nightmare audience and end her nightmare in a flash.
• Fallen Heroine: Rarity, who succumbs to the Nightmare Force's More than Mind Control to become their new queen.
• Fatal Flaw: The Nightmares exploit a specific flaw to possess a host, and evidently can't possess anyone else (or, at least, it would be an unacceptable risk). Both Luna and Rarity suffer from self-esteem issues regarding their craft; the night and fashion, respectively. This is what makes them viable targets, even after the other Nightmares suggest that Fluttershy would have been easier to corrupt.
• Foreshadowing: When Applejack asks why the Nightmare Forces are even interested in the Mane Six, Princess Luna has a brief flashback to an ominous throne room, shakes her head, and then tells them they basically want revenge and make sure the Elements of Harmony don't cause any problems this time around. Issue #5 ends with Rarity tied up to this very same throne.
  • #6 includes several instances of Luna thinking to herself that there's some information she has deliberately held back from the mane 5.
  • Issues #5 and #6 have both shown that, for whatever reason, Spike is neither targeted or even affected by the Nightmare forces. In issue #7, Nightmare Rarity can manipulate his dreams (preying on his desires instead of his fears), but Spike is able to break free after catching on to dream!Rarity's uncharacteristic behavior. Nightmare Rarity is not pleased by this.
• From Bad to Worse: From the first page to the very last one, issue #7 just gets progressively worse.
• Heroic BSOD:
  Twilight: Maybe I've been wrong this whole time... The magic of friendship can't save everything... It couldn't save Spike.
• Hold Up Your Score: Rainbow rates Fluttershy's "shout" to break her nightmare as a 3.4.
• Hope Spot: Rainbow Dash uses a Sonic Rainboom to try and catch up to Rarity, who has been kidnapped by the Nightmare Forces. They vanish in a puff of smoke just before Rainbow can save her.
  • In #7, Spike seems to briefly get through to Nightmare Rarity, but she shakes it off and sics her Nightmare forces on the group.
• "I Know You're in There Somewhere" Fight: This is attempted with Nightmare Rarity in #7. The Nightmares insist they're in control, though Spike seems to momentarily get through.
• Incorruptible Pure Pureness: Spike is unaffected by the Nightmares period and quickly breaks free of the Lotus-Eater Machine Nightmare Rarity traps him in.
• I'm Not Afraid of You: A large part of the mane 5 dealing with their fears is loudly proclaiming some variant of this to the Nightmare creatures.
• Internal Homage: Rainbow Dash's nightmare in #6 is basically a re-telling of the events of her micro-series comic if she failed to stop the Cloud Gremlins. They even make a cameo!
• Interrupted Declaration of Love: In #7, Spike tries to do this to Rarity, but he stutters and is cut short by Nightmare Rarity, who coldly mocks him.
• Is This Thing On?: Rainbow says this about her own voice when she grows frustrated with everyone else ignoring her.
• Large Ham: Sporting her Season 1 look hasn't stopped Luna from showing she's the real Princess of Ham.
  Twilight Sparkle: "One more chance" to what?
  Princess Luna: To claim what Nightmare Moon promised - An all powerful kingdom of their own! *said while on her hind legs with a dramatic lunar eclipse in the background*
  • Pinkie Pie turns up the ham when she confronts her nightmares in Issue #6.
  Pinkie: I am the MOST laughter-giving, fun-having, friend-making pony ever! YOU HAVE NO POWER OVER ME!
• Legacy Character: A new pony takes on the mantle of Nightmare Moon in this Story Arc. It's none other than Rarity after being convinced by the Nightmare Forces to become their queen.
• Lotus-Eater Machine: This is Nightmare Rarity's ability. She tries to use it on Spike, trapping him in an ideal world where Rarity asks him to marry her and together rule as Queen and King. It doesn't work since dream!Rarity wants him to forget about their friends and doesn't know what the Fire Ruby means to him.
• Lunacy: The Nightmare forces draw their power from the moon, and a full moon empowers them enough for one more chance at escaping.
• MacGyvering: While trapped in the Nightmare dungeon, Rainbow Dash muses that Daring-Do would make a bomb out of duct tape and Applejack's hair to escape.
• Made of Iron: During the fight against the Nightmare forces, Spike is tossed several miles away and even smashes through a rock mountain before crashing on the ground. This only leaves him bruised and unconscious for a few panels.
• More than Mind Control: The Nightmare forces' MO. First they talk the pony into accepting them, then they get their hooks in. They convinced Luna that, as Nightmare Moon, she could get everypony to respect her through fear. Then they did the same to Rarity, convincing her that while others might eventually abandon her for someone better, they would always want her help.
• Nightmare Sequence: Issue #5 starts with this, and mentions the mane 6 have all had nightmares for an entire week. It's during another one that the Nightmare Forces kidnap Rarity and take her to the moon. In the following issue they are confronted by the same nightmares, but overcome them thanks to each other (with the exception of Rarity, who's still kidnapped, of course).
• No Title: Unlike the first arc, this one doesn't have a title. Though fans have dubbed it the NightMares Arc for obvious reasons.
• Ponies Can Breathe In Space: The lack of oxygen doesn't seem to be an issue on the moon.
• Pass the Popcorn: It's easy to miss, but in issue #6 Spike offers Princess Luna some popcorn while Pinkie Pie faces her fears.
• Psychological Torment Zone: The moon itself is this, as it's tied to the Nightmare Dreamscape, home of the Nightmare forces.
• Red Eyes, Take Warning: Lampshaded; when Applejack spots a group of cute Nightmare creatures, the nearest of which have sparkly red eyes, she asks Fluttershy for her opinion on their significance:
  Fluttershy: Possible inherent evil?
• Retcon: Originally, Nightmare Moon was portrayed to be a Superpowered Evil Side of Princess Luna, then the comic changes it so that Nightmare Moon was the product of the Nightmare forces possessing Luna, though this retcon is based on a Word Of God from Lauren Faust saying that Nightmare Moon was brought about via an force separate from Luna.
• Rope Bridge: How do the Mane 5, Spike, and Luna make their way to the moon? By lassoing it and pulling it closer to the Earth and using the rope as a bridge.
• Skewed Priorities: Surprisingly, Apple Bloom actually has the sense to point out to Scootaloo that a potential Nightmare invasion may not be the best time to think about their cutie marks, though she does briefly indulge Scootaloo's thought.
• Spotting The Thread: When trapped in a Lotus-Eater Machine, Spike realizes it's not real when Rarity tells him to forget everyone else and serve only her, and doesn't fully appreciate the significance of the Fire Ruby.
• Spanner in the Works: Spike.
• Sunglasses at Night: Pinkie briefly in #6, who even wears them on the moon. Rainbow is quick to tell her to take them off when she complains about not being able to see.
• Tempting Fate: Constantly with the Nightmares toward Spike as they don't see him as a threat. Likewise Nightmare Rarity proclaims what could Spike hope to accomplish against her... yet why would she take the Fire Ruby he brought for her if she considers it "worthless"?
• This Is Something He's Got to Do Himself: Princess Luna insists that she alone go rescue Rarity, being intimately familiar with the Nightmare Dreamscape. Twilight and Celestia quickly convince her that the other Spirits of Harmony (and Spike) can help, as well.
• This Means War!: Rainbow Dash jokingly says this to Pinkie Pie at the slumber party when the latter initiates a pillow fight.
• Too Spicy for Yog Sothoth: Spike is unaffected by the Nightmare forces (their powers, at any rate, he's still quite vulnerable to conventional attack) and when Nightmare Rarity uses her Lotus-Eater Machine ability on him, he quickly deduces that it's not real and escapes.
• Toilet Humour: In #7, Pinkie Pie tries to jolt Nightmare Rarity's memory by reminding her about the time they were at the spa and Pinkie told a joke so funny it made her fart under the water.
• Travel Montage: To show how far Spike was thrown from the evil tower, he is shown singing to himself while walking across the landscape, but his song and pacing get more weary with each panel.
• 20% More Awesome: The old "20% cooler" line gets referenced in a twisted way; during Rarity's nightmare she sees Rainbow Dash call the saddle bag "Maybelle" made for Twilight "200% cooler". Cue a Single Tear from Rarity.
• Wham Shot: The final page of Issue #6, revealing the identity and form of the new Nightmare Moon.
  Shadowfright: Now the Elements of Harmony will be destroyed and Ponyville will be defenseless! Meet our new Queen... Nightmare Rarity!

It wouldn't be a popular comic series without tons of covers. Guest cover artists include Jill Thompson, Stephanie Buscema, Amy Mebberson, Melanie Tingdahl, J. Scott Campbell, Tony Fleecs, Sabrina Alberghetti, and Rob Reger.

• Ascended Meme: Hot Topic's #3 varient◊ gives up Epic Wife Throwing, which had become a fandom meme after "The Crystal Empire".
  • Midtown variant covers for Issues 4 and 5 have Epic Wife Tossing across two covers.
• Balloonacy: This happens to Apple Bloom on Issue #1's Cover D◊.
• Character Celebrity Endorsement: Issue #1's Lone Star Comics variant Cover RE◊ shows Pinkie Pie, Sweetie Belle, and Apple Bloom reading a Hoof Beat magazine with an In-Universe Celebrity Endorsement on its back: a Lone Star ad featuring Spitfire.
• Covers Always Lie: Most of the revealed covers are sort of just generic "ponies being cute/cool" and very few so far even hint at the return of changelings. Not that we don't expect ponies being cute/cool or anything, but Rainbow Dash doesn't go snowboarding or dressing up as a superhero in Issue #1.
• Idiosyncratic Cover Art: The six covers depicted on this very page are arranged like this.
• Lampshade Hanging: Third Eye Comic's variant cover◊ for the first Twilight Sparkle micro-cover points out the fact that there are a lot of variant covers for the series.
  • This had led to some Early Bird Cameos in the sense that there are covers that, as of this cover's reveal, had yet to be seen. At least one (Hot Topic #3 variant) has proven that some of these yet-unseen covers are real.
• Limited Special Collector's Ultimate Edition: Issue #1's joint Larry's & Jetpack variant Cover RE◊, which uses the connected rough design production artwork of the Larry's Comics variant Cover RE◊ and the Jetpack Comics variant Cover RE◊, will have only 125 copies printed. The Jetpack variant itself will be limited to only 750 copies.
• Uncle Sam Wants You: Issue #1's Third Eye Comics variant Cover RE◊, featuring Spitfire and Soarin'.
• Wolverine Publicity: Some of the variant covers prominently feature popular background ponies like Derpy, Time Turner, and Vinyl Scratch. The main cover for Issue #10 has nothing but background ponies.