Special Guest Star: John de Lancie as Discord Story by Teddy Antonio Written by Dave Polsky
Princess Celestia calls Twilight and her friends to meet her on the outskirts of Ponyville and she's bringing along an important visitor. He's not only a lifeless stone statue, but also has a deer antler, a goat leg, a bat wing, and a snake tail: Discord! Seeing how the wicked spirit of chaos and disharmony turned Ponyville upside-down and nearly destroyed their friendship the last time they met, the ponies are naturally outraged. Princess Celestia assures them she has found use for Discord's magic if he can be convinced to use it for good of his own will. She commissions the six bearers of the Elements of Harmony for the job—particularly Fluttershy, because of her affinity for animals.Reluctantly, the six use the Elements of Harmony to release Discord from his stone prison. Discord, having heard Celestia's plan, isn't the least bit keen about the idea of being reformed and gets right to work on changing the woodland critters around him. The ponies give him an ultimatum he can't refuse: behave or they'll turn him back to stone. He agrees to tone down his chaos and crash at Fluttershy's cottage so she can "reform" him, but not before bewitching a colony of beavers in Sweet Apple Acres behind everypony's backs...Fluttershy believes the key to turning Discord good is to befriend him by being as kind as she possibly can. Her friends have their doubts and promise to remain close in case anything goes wrong. They decide to make a back-up plan but unfortunately, they're unable to since Discord has torn out and eaten all the pages in Twilight's books containing information on spells that could reform him forcibly. Even so, Fluttershy is convinced that she's making progress with the trickster, and invites all her friends over for a dinner party to prove it. The party goes about as well as Fluttershy's friends expect, what with Discord bringing the tableware to life and playing pranks on everypony. Still, Fluttershy puts up with it all because, in her words, that's what friends do—and to the surprise of everyone, Discord seems genuinely touched that Fluttershy is willing to be the first friend he's ever had.The tender moment is ruined when Angel Bunny barges in and warns everypony that bewitched beavers have dammed up the stream at Sweet Apple Acres and flooded Applejack's orchard to the canopy. As it turns out, Fluttershy has seen Discord's dirty work coming and puts him to the test, demanding he return the orchard to normal. Discord agrees on the condition she remove her Element and never use it on him, which she accepts... and then he turns the flood into an ice skating rink. Discord gloats that his friendship with Fluttershy has left him eternally free of the Elements, but Fluttershy, still honoring her end of the deal, now refuses to acknowledge him as her friend. This doesn't sit well with Discord at all:
Discord: I'm Discord! The Master of Chaos! You think you can just boss Discord around? You think I'm going to turn all this back because you say so? Because if I don't, I'll lose the one friend I ever had?
Suddenly, Discord realizes that he does value his friendship with Fluttershy too much to lose it, and restores Sweet Apple Acres to its original, harmonious state. Everyone congratulates Fluttershy for accomplishing the seemingly impossible task of reforming the spirit of disharmony. Discord vows to Princess Celestia that he will use his powers for good rather than evil (most of the time), while Celestia decides to put the Elements under Twilight's care from now on, just in case...Note:This is the eleventh episode of the third season, but the tenth aired.
Princess Celestia: I'm fully aware that the last time Discord was here, he created serious havoc. Rainbow Dash: If, by "serious havoc", you mean turning Ponyville into the chaos capital of the world! Rarity: And tricking us all into being the opposite of our true selves! Pinkie Pie: And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight—NOT A SINGLE DOLLOP!
As You Know: See above, with the Mane Six telling Celestia what Discord got up to in his last appearance. Justified by her decision to reform him being so inexplicable.
Discord nods at the audience right after he casts a spell on a colony of beavers at the beginning of the episode.
Fluttershy turns to the camera and says "Oh dear" after Discord reveals he'll be living with her.
Badass Finger Snap: How Discord performs several of his magical tricks (at one point using his tail instead of the fingers). Considering his love for theatrics he might do it just for fun. Plus, it's an Actor Allusion to Q.
Fluttershy knew all along that Discord was only pretending to be reformed; she hoped that allowing him some measure of freedom and showing him kindness would help convince him to use his powers for good.
Becoming the Mask: Discord pretends Fluttershy's reforming him to trick her into promising not to use the Element of Kindness against him but after finding out she considers him a friend, he can't bring himself to lose that friendship by turning Equestria back into a World of Chaos.
Beware the Nice Ones: Just because Fluttershy is being nice to Discord doesn't mean that she has forgotten what he is, and that he's trying to use her niceness against her. She has to bluntly remind the rest of the Mane Six of this after she gets a lot of grief from them for appearing to be too soft on Discord.
Blush Sticker: Fluttershy gets one when Celestia states how confident she is that Fluttershy's the right pony to reform Discord, and again when Twilight reaffirms this during her recap at the end of the episode.
Discord points out to Twilight that Celestia would be disappointed with her if she and her friends choose to use the Elements to return him to his stone prison instead of reforming him. Twilight retorts that Celestia would understand, making it so far the only point in the entire show where Twilight has taken Celestia's reasonableand easy-going nature into account.
Right after Discord's released and starts messing around, Fluttershy doesn't hesitate to use "The Stare" on Discord to make him to behave. While it never fails to work on recalcitrant animals, chaotic entities are immune.
Cassandra Truth: Twilight and Rarity don't believe Spike when he says that the "guest" accompanying Celestia is Discord. Then they see who's in that second chariot behind her...
Character Development: By the end of the episode, Discord genuinely seems to have been reformed to some extent, rather than simply maintaining the status quo and having him petrified again.
Chekhov's Gunman: The beavers, and by extension, the fact that Sweet Apple Acres could be flooded if the river running through it is dammed.
Continuity Nod: Fluttershy is identified—by Celestia herself—as being uniquely qualified to reform Discord. Back in "The Return of Harmony", Fluttershy was the only one of the Mane Six who wasn't susceptible to Discord's silver tongue; he only corrupted her by using magic to brainwash her.
Credits Gag: Tabitha St. Germain was the one who provided the voice to the gravy boat. It should be pointed out that the gravy boat was mute.
Creepy Crossdresser: Discord briefly dresses up as a little old lady to coo over how "adorable" it is that the ponies think they can reform him (see the image above). Later he dons a pink fluffy robe as Fluttershy leaves her cottage for a bit. Discord being Discord, this is not creepy so much as hilarious.
Dangerously Genre Savvy: Discord knows Twilight and company will most surely find an alternative way to confront him once they realize he doesn't want to be reformed, so he uses his magic (and appetite) to get rid of any written spell that might affect him.
Did You Actually Believe?: Towards the end, Discord taunts Fluttershy for thinking that she could ever get him to reform. Then he utters the words "Because if I don't, I'll lose the one friend I ever had!?" and begins to really reflect on them.
Easily Forgiven: Downplayed. Except for Fluttershy, The Mane Six haven't forgiven him and even Celestia, who came up with the idea in the first place, decides to leave the Elements with The Mane Six, "just in case". Also, justified, since he had to earn their forgiveness and trust.
Explain, Explain... Oh, Crap!: Near the end of the episode, after Discord succeeds in securing his freedom and Fluttershy declares that she is not Discord's friend, Discord begins to rant that he isn't going to undo what he's done even if it means losing the one friend that he's ever had.....Only to abruptly realizes that yes, as a matter of fact, her friendship does mean a great deal to him.
Evil Plan: Discord plans to usurp Celestia's plan to redeem him into a plan to make himself safe from the Elements of Harmony and then, once again, recreate his World of Chaos. It backfires when he realizes he care about his friendship with Fluttershy.
Extreme Doormat: Self enforced by Fluttershy, who plays nice with malicious prankster Discord in hopes he will genuinely come around.
Forced Meme: One of the show's staff said that Discord will say something that would "make the fandom explode!" He says "Friendship is Magic." Given the Base Breaker nature of the episode (and the awkwardness of the line lampshaded by Discord's delivery of it), it didn't work out that way.
Foreshadowing: The Discorded beavers can be seen gathering materials for a dam in the background in a few scenes.
Funny Background Event: While Fluttershy talks with Twilight about how she plans to reform Discord, Discord plays keep-away with Angel Bunny's favorite couch in the background.
Furry Reminder: Discord could have just disappeared the pages containing the spells, but instead, he eats them; one of the many animals he has characteristics of, the goat, is well known for eating paper when finding it.
Rainbow Dash: You see Discord's behind all this, right? Fluttershy: Oh, of course I do! Do you all think I'm a silly, gullible fool? Others: Um, well... Er... Rarity: Only in the sense of being silly and gullible.
Give Me a Reason: Except for Fluttershy, The Mane Six are more than ready to use the Elements against Discord the moment he goes too far, and they make this very clear to him just moments after he's freed.
Guile Heroine: Using her kindness alone, Fluttershy gives Discord the chance to experience firsthand how wonderful the magic of friendship is, and threatens to take that chance away from him if he continues his evil ways.
Heart Is an Awesome Power: Princess Celestia is counting on this, as she has tasked Fluttershy with bringing the reality-warping Discord to the side of good through her kindness alone.
Heel-Face Turn: It takes the entire episode, but in the end, Discord finally sees the value of friendship.
Heel Realization: Discord has one when he realizes Fluttershy's friendship means something to him and he can't bring himself to lose it.
Hold Up Your Score: Discord has clones of himself judging his skating. Naturally, they all give him a 10.
Holy Halo: Discord makes one appear above his head while feigning innocence during dinner.
Honor Before Reason: The other ponies believe this is the case with Fluttershy. It's subverted since Fluttershy's absolute refusal to harm Discord is tempered by her refusal to be his victim. It makes all the difference in the world.
I Gave My Word: Fluttershy removes her Element and swears never to use it on Discord if he fixes the flood at Sweet Apple Acres. She keeps her word even after Discord turns the flood waters to ice.
It's All About Me: Discord during his rant about how he can do whatever he wants. The lesson he learns at the end of the episode is that having a friend means not always getting what you want.
Keeping the Enemy Close: Discord of all people is entrusted to Fluttershy to remain under surveillance and be reformed. Which he does.
Kirk Summation: Discord tries to prevent Twilight from ordering his re-imprisonment by saying how disappointed her beloved mentor would be in her if she did. Twilight makes it clear that they aren't falling for his manipulations again, and that Princess Celestia trusts them enough to know that, if they petrify him again, it's because he deserves it.
Last-Second Chance: Offered by Princess Celestia to Discord. To the surprise of everyone, even Discord himself, he takes it.
Literal Metaphor: Discord assures Fluttershy of the sincerity of his reformation while blowing a raspberry at Angel, becoming literally two-faced in the process.
Love Redeems: Friendship and Kindness, in this case, but the effect is the same on Discord.
Made Myself Sad: Not explicitly stated, but clearly the effect of Discord's final taunt towards Fluttershy.
Mass "Oh, Crap!": The Mane Six react in such a way when they first see the Princess delivering Discord to Ponyville.
Meaningless Villain Victory: Discord secures his freedom by making Fluttershy promise to never use the Element of Kindness against him, thus neutralizing all of the Elements of Harmony, as they have to be used together—a promise she refuses to break because doing so would invalidate the trust and friendship they have built up. However, she makes it clear that if he returns to his old ways, their friendship is over, and Discord realizes that Fluttershy has worked her way into his heart enough that it isn't worth it.
Morality Pet: Fluttershy treats Discord well throughout the episode and, despite having only pretended to reform, he's shocked to find that she genuinely considers him a friend. As a result, her telling him she's not his friend anymore causes him to realize that his World of Chaos is no longer worth losing the one friend he'd ever made.
My God, What Have I Done?: Discord of all people has one when it hits him that his actions have alienated Fluttershy, the one friend he's ever had in his eons-long life.
No Sell: Fluttershy tries to use "The Stare" on Discord. He puts on a big show about being affected but then laughs it off like it's nothing. Also, as in his last appearance Fluttershy can simply ignore his attempts to manipulate her.
Nothing Can Stop Me Now: Discord has a speech like this when Fluttershy holds to her promise not to use the Element of Kindness. He didn't realize there was something that could stop him; him Becoming the Mask and coming to care about her for real.
Not in the Face!: Rarity pleading "Not the dress! NOT THE DRESS!" to the animated soup tureen.
Odd Friendship: Discord, spirit of chaos, comes to genuinely accept Fluttershy as a friend.
Fluttershy's expression when Discord states that he'll be bunking with her.
Fluttershy: Oh, dear...
Discord himself has one when he realizes the Bearers are serious that they'll turn him back to stone if he doesn't behave himself.
Out-Gambitted: Discord tries using his newfound friendship with Fluttershy to get her to never use her Element on him again. Fluttershy complies, but also rejects his friendship, which finally reforms him.
The Power of Friendship: Fluttershy plans to use this to reform Discord. It works, in one of the best examples in animation.
Power of Trust: Discord uses this against Fluttershy by convincing her to promise not to use the Elements of Harmony against him as a sign of their newfound friendship. It shocks him as much as anyone that he ultimately proves worthy of it.
Rejected Apology: After getting Fluttershy to play peace keeper, Applejack finally relents and apologizes to the beaver who was feuding with the Apples...and gets an angry raspberry in response. However it backs down when Fluttershy firmly reminds it they had a deal.
Roll Out The Red Carpet: Discord does this with his tongue....And he happens to be inside the fully rolled-out carpet too...
Running Gag: Fluttershy shocked by what the beavers are saying.
Discord×Celestia fans are already running with Fluttershy's "He can be a real sweetheart once you get to know him."
The entire episode is a massive Ship Tease for Fluttercord. Special mention goes to the end, where they both blush and hold paws/hooves while Fluttershy says he's a real sweetheart and everyone else looks away awkwardly.
Take a Third Option: Fluttershy is given the choice between giving up on Discord and using the Elements to turn him back to stone, or forgiving him for tricking her and accepting him as her friend. She rejects both.
Taking Advantage of Kindness: After Fluttershy gives her word that she won't use her Element of Harmony against him, Discord figures he has himself a "Get Out of Jail Free" card, and that there isn't a darn thing anypony can do about it because, in his words, "we're friends!" Thankfully, even Fluttershy has her limits to how much of Discord's antics she can take.
The Unintelligible: Fluttershy is the only one who can understand what the beavers are saying, and by her response (see the Running Gag above), it's probably best that the audience can't.
Villainous BSOD: Discord realizes that Fluttershy accepting him as her friend (the only one he's ever had) does matter to him. This results in him having a Heel Realization and willingly undoing his chaos.
Visual Pun: Discord is one big walking visual pun:
He literally rolls his eyes. As in, he pulls them out of his head and rolls them across the grass like marbles.
When Rainbow Dash calls him a "big liar", he shrinks himself down to size just to challenge her claim.
Was It Really Worth It?: Discord pulls this on himself when he asks Fluttershy if she expects him to consider their friendship worth undoing his chaos. To everyone's surprise, especially his own, he finds keeping his chaos really isn't worth it anymore.
Weapon for Intimidation: The Mane Six wear the Elements of Harmony at all times, as a constant reminder to Discord that they can petrify him at any moment if he goes too far with his antics.
Wham Episode: The Mane Six succeed in reforming Discord. Also, Celestia permanently entrusts the Elements of Harmony to Twilight, meaning the Mane Six can now access at them any time.
Discord: You think you can boss Discord around?! You think I'm gonna turn all this back because you say so? Because if I don't I'll lose the one friend I ever had? (gasps in realization of what he just said) Well played, Fluttershy. Well played.
Even her "most faithful student" thinks Celestia is crazy for her plan to reform Discord.
The rest of the Mane Six aren't the least bit happy with how oblivious Fluttershy seems to be towards Discord's trickery. It turns out she wasn't that gullible, and quickly turns this trope right on her friends' heads for thinking she was.
Whole Plot Reference: As if the Actor Allusion wasn't enough already, the episode greatly mirrors the Star Trek: The Next Generation episode "Déjà Q". Like this episode, it takes place during the third season, involves John de Lancie's character being rejected by most of the cast who think the idea of him turning over a new leaf is insane, striking an odd bond with one of the main characters, and eventually making a genuine Heel-Face Turn because of it, which in turn leads to him taking on the role moreso of a Trickster Mentor in future episodes to allow him to still antagonize the show's protagonists but be a bit more noble about it.
With Due Respect: Twilight's reaction to Celestia bringing Discord to Ponyville.