Twilight reads to Rarity some of the postcards she's gotten from Star Swirl the Bearded during his travels around Equestria to learn about friendship. Cozy Glow arrives, announcing a delivery of sewing machines for Rarity as well as a bunch of flyers they got. Twilight is shocked to see that they are for a new Friendship University in Las Pegasus, claiming to be able to teach students in half the time of other schools. Seeing that their students are considering transferring, Twilight and Rarity make a trip to investigate the school.
There, they quickly discover the school is run by Flim and Flam, and even more astoundingly, they are about to be accredited by none other than Chancellor Neighsay, who has been impressed with their lesson plans. Twilight and Rarity remain highly dubious, but when Flim and Flam show them that Star Swirl has enrolled there, Neighsay gives them their accreditation without any further question. Failing to convince Star Swirl of Flim and Flam's Con Artist nature, Twilight and Rarity decide to disguise themselves to investigate the school further. Rarity, dressing in street clothes and going by the name Plainity, easily becomes Flam's star student, but finds nothing wrong in the material they are teaching. Twilight, unfortunately, has a paper-thin disguise. She manages to sneak into the brothers' office to study their coursework, but further finds nothing wrong with their lessons. Just then, Flim and Flam arrive, and having seen through her disguise, snap a picture and threaten to blackmail her and her school if she doesn't stop investigating.
Meeting with Rarity later, Twilight learns that Flim and Flam do not actually charge tuition, but force students to pay a hefty fee for the coursework material needed for classes. Caring little if her reputation is harmed, Twilight follows Flim and Flam to their office, where they go into a secret room with all of their earnings from the school. Flim and Flam discuss to themselves how long to continue the con, raising enough funds to expand their Las Pegasus resort. When Twilight confronts them, the brothers admit to their fraud, having gotten a copy of Twilight's original lesson plans for the school. Then Rarity shows up, revealing that she's heard everything—and so has Star Swirl, who's been with her all along. Now that Twilight has leverage of her own, Film and Flam agree to pay back all of the ponies and shut down the school. Star Swirl apologizes to Twilight and says that should he need lessons in the future, he will definitely go to Twilight's school.
Back at her school, Twilight is glad everything is resolved but expresses concern to Rarity of how Flim and Flam got a copy of her lesson plans. Just then, Cozy Glow arrives to see if Rarity needs any more help with her sewing machines.
- An Aesop: Its important to stand up for what you believe is true.
- Allegedly Free Game: Friendship University works rather similar to this. It has free tuition, but you need to buy worksheets if you want to get anywhere in the curriculum.
- Appeal to Authority: Neighsay and the Flim-Flam Brothers exploit Star Swirl's naïveté and influence to get ponies to enroll in their school.
- Ambiguous Situation: Cozy Glow is implied to be the one who stole Twilight's lesson plans and gave them to Flim and Flam. But later episodes don't address it.
- Arson, Murder, and Jaywalking: Twilight tells Star Swirl that Flim & Flam are untrustworthy because they tried to steal the Apple family's farm, sold fake health tonic, and run a resort in Las Pegasus.
- Blackmail: Flim and Flam threaten to release a picture of Twilight sneaking into their office to the public if Twilight doesn't stop investigating. Twilight gets them back when she discovers their plans to use the money from the university to expand their resort, threatening to reveal the information even if they ruin her reputation in turn.
- Blatant Lies: The flyer for the Friendship University claims to teach everything the School of Friendship does in half the time. But it is eventually revealed that they use the same curriculum Twilight uses, but skip every other lesson.
- Breaking Old Trends: This is the first episode focusing on Flim and Flam that Applejack (their Arch-Enemy) doesn't appear.
- Bookcase Passage: Flim and Flam have a secret room behind their office which is accessed by setting the clock to a specific time then turning their pictures upside down.
- Bookends: The episode begins and ends with Twilight reading a postcard from Star Swirl in her office and with Cozy Glow opening the door and having a tower of crates with Rarity's sewing machines behind her.
- The Bus Came Back:
- The Cameo: Tree Hugger, who hadn't been seen since "On Your Marks", reappears as a buddy to Star Swirl.
- Chekhov's Gunman: It would have been rather pointless to spend the entire Cold Open on Star Swirl's postcards to Twilight if he wasn't going to be a pivotal character in the story.
- Church of Happyology: Friendship University relies on drawing in celebrities to boost its reputation and charges ridiculously high fees for the materials students need to complete their courses and keep moving up through the curriculum.
- Continuity Nod:
- Engineered Public Confession: In this variation, the "public" consists of one pony, Star Swirl. Since Flim and Flam are using him to attract students to their school, they decide to end their scam rather than have him expose the truth. It doesn't hurt that Star Swirl specifically tells them to shut the school and return the students' money.
- Evil Is Petty: While not full-on evil, Neighsay is implied to have accredited Flim and Flam's school quickly simply to spite Twilight and her school.
- Evil Cannot Comprehend Good: When Twilight discovers Flim and Flam's true motives, they try to get her to keep quiet, since they know both have dirt on each other. Twilight refuses this, stating that her reputation means nothing if she doesn't stand up for what she believes in.
- Exact Words: Flim and Flam claim their whole curriculum could be learned "in half the time". Well, learning only half of stolen papers from Twilight's school would surely take half the time....
- Explain, Explain... Oh, Crap!: Rarity tells Twilight about how Flim and Flam are selling the worksheets for their classes and she'll need more bits to afford the next lesson, only to stop and say aloud that this must be the scam.
- Fantastic Racism: Neighsay, as usual. He supports Flim and Flam's school due to its pony-centric environment, and believes that the "ill manners" of Twilight's non-pony students are "contagious".
- Foreshadowing: The way the brothers use Twilight's presence during their song hints at their bid to use Star Swirl's "celebrity" status to get themselves ahead.
- Horrible Judge of Character: Neighsay genuinely believes a couple of Con Artist ponies like Flim and Flam are more qualified to run a friendship school than Twilight, the Princess of Friendship. Probably because Flim and Flam's school is pony-only.
- Inadvertent Entrance Cue: A very subtle example. Twilight ponders who could have given her lesson plans to Flim and Flam just before Cozy Glow walks in and announces she's finished organizing the library.
- Insane Troll Logic: The following exchange has shades of this.Neighsay: Ah, yes, how to teach friendship to creatures who will one day use it as a weapon against us.
Twilight: How could they use friendship as a weapon?!
Neighsay: You tell me, it's your book.
- Know When to Fold 'Em: The Flim-Flam Brothers think better of trying to get away with their ill-gotten goods when their scam is revealed to Star Swirl.
- Lack of Empathy: Flim and Flam show no sympathy to a student who can't afford his next worksheet. When the student offers his last Bit, Flam callously tears the worksheet in half, and Flim tells him to come back for the rest when he can afford it.
- Laser-Guided Karma: After using Blackmail to threaten Twilight to stop investigating their school, Flim and Flam are themselves blackmailed into revealing the truth about their scam.
- Lazy Alias: Not only are the disguises that Rarity made pretty lazily put together, the names she comes up with for her and Twilight are not very clever either. Rarity is Plainity, and Twilight is Eyepatch.
- Not Helping Your Case: Twilight tries to point out that Flim and Flam are up to something nefarious. One of the ponies thinks that Twilight isn't friendly despite being the Princess of Friendship.
- Paper-Thin Disguise:
- Rarity "disguises" Twilight by giving her an Eyepatch of Power and putting a Post-It over her cutie mark. Twilight herself lampshades that other ponies will probably still notice she's an alicorn. It's initially played straight when a random student fails to recognize Twilight moments later. Then it's subverted when the Flim-Flam Brothers immediately recognize her and even tell her how ridiculous her disguise was.
- Rarity just puts on some ordinary-looking clothes with a baseball cap, changes her hair and voice slightly, and calls herself "Plainity", which does fool the aforementioned student and seemingly the Flim-Flam brothers — until she drops the disguise and it becomes clear that the brothers don't even remember who Rarity is in the first place.
- Plagiarism in Fiction: The Flim-Flam Brothers somehow came into the possession of Twilight's coursebook for her school, but skipped every other page so that they could teach the same thing in "half the time".
- Reality Ensues:
- Twilight wears a Paper-Thin Disguise. Her enemies don't buy it for a second.
- When Rarity reveals her true identity, Flim and Flam have no idea who she is, since they've only met once before (and quite a while back, at that).
- Shout-Out: The pony painting with Star Swirl in the opening has a crazy mustache and bizarre artistic style similar to Salvador Dalí. He was already seen in "On Your Marks", when Tree Hugger was modeling.
- Smug Snake: Flim and Flam, as usual. They mock Twilight and her school, and gleefully blackmail her. But when the tables are turned, they quickly descend to pleading with Twilight not to expose them, and meekly agreeing with Star Swirl's order to close the University and refund their students.
- Stealing from the Till: The Flim Flam's con this time is embezzling money using funds that are intended to be used for funding Friendship University to expand their resort.
- The Un-Reveal: It's not explained how Flim and Flam got their hands on Twilight's coursebook. But the last scene implies Cozy Glow was involved.
- Visual Pun: One of Flim and Flam's students literally gives them the shirt off his back in order to pay for his next worksheet.
- Vocal Evolution: Maurice LaMarche has developed Neighsay's voice so it sounds more distinct from the Brain.
- Walking the Earth: Star Swirl has been wandering Equestria learning about friendship, and continues to do so after Flim and Flam are exposed as con artists.