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Recap / My Little Pony: Friendship Is Magic S8 E22 "What Lies Beneath"

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Written by Mike Vogel

Twilight is teaching the students about the history of the Tree of Harmony and how it has come up in Equestria's past. The non-pony students, not accustomed to pony history, struggle with the history, and even become worried when Twilight announces a test the next day. Outside, the group still are confused about how the Tree works, and Gallus makes a snide remark near one of the trees on the school, asking it to teach them, unaware of a soft light in a grate nearby.

Sandbar offers to help the group study, and they head off to the school's library. There, while they study, they find Cozy Glow working on sorting books in the library. As they talk about their fears about the test, she goads the non-pony students about being at a disadvantage at learning friendship and having used up Sandbar's time. Sandbar tells the others he's been more than happy to help but the group is left with some resentment.

As they continue to study, they hear a noise deeper in the library, and find branches pushing up through a grate. They enter the grate, finding themselves under the school where a vast network of roots and branches has filled the space. They suddenly are greeted by an illusion of Twilight. Hearing that they don't think they can pass their friendship test, the figure says they will each have their own test which they must complete by the next morning. Otherwise the branches will close up the grate for good. The six black out, and then they each suddenly wake up alone, facing their worst fears: Gallus finds himself in a tight space that grows tighter when he breaks any of the rays of light that pass through it; Silverstream sees shadows of the Storm King and his minions; Ocellus finds changelings in their old form and soon discovers she appears as Queen Chrysalis, unable to change back to herself; Yona finds herself in a vast spiders' nest triggering her fear of spiders; Smolder finds two high-class ponies who try to invite her to a tea party, preying on the fact that Smolder deep down does like cute things but doesn't want to admit it; and Sandbar finds Rainbow Dash and Rarity who want his help on a friendship mission but giving him no time to find his friends, putting his loyalty to the test.

Gallus and Smolder are able to free themselves first, and after regrouping, find that the grate is closing up quickly. Instead of leaving, they go back to help the others, with Gallus helping to show Silverstream the shadows are only from rock formations, and Smolder helping Ocellus realize that she is really a good changeling at heart. They meet up again, as Yona has learned to befriend the spiders, and with their help, locate Sandbar, who had realized that Rainbow Dash and Rarity were purposely leading him away from his friends. Back at the grate, the entrance has nearly closed off, when the illusion of Twilight appears again. The students realize this is not Twilight after all but the Tree of Harmony talking to them, having put them to the test. The Tree, through the illusion of Twilight, informs the group they have all proven they have friendship since they put the safety of their friends above their own. As the illusion disappears, the branches disperse around the grate, allowing them to leave.

Back in the library, they find it is the next morning, and Cozy Glow is there. After explaining what happened, they realize they have forgotten about the actual test, but Cozy Glow says that she will tell Twilight they were helping her sort books all night, and get an extension for them. They thank Cozy as they collapse into sleep from their adventure. Cozy Glow looks over the ground, and then to the grate, telling them she will take care of everything as she looks at the tree's glow...

*Cue happy credits music*


  • Actually Pretty Funny: When Yona falls asleep studying in the library, Gallus startles her awake by gently touching her snout and she wakes up thinking there's a spider on her. After calming down, she giggles along with her friends at the joke.
  • Air Quotes: Smolder gestures quotes with her claws around the word "disadvantaged" when she sarcastically parrots Cozy Glow's earlier words.
    Ocellus: That's why we're studying together.
    Smolder: Right, to help us "disadvantaged" creatures.
  • An Aesop: "Nature" doesn't have to dictate who you are: You have the choice to decide what's in your nature.
  • Arson, Murder, and Jaywalking: Silverstream mentions that because the Storm King has returned, she'll never see another sunset, fly through another cloud, or study plumbing.
  • Berserk Button: When the Young Six first see the Tree of Harmony's projection of Twilight, it quickly becomes angered when Gallus states that "friendship isn't in their nature."
    Harmony Twilight: You do not believe friendship is in your nature? That is NOT acceptable!
  • Big "NO!": Ocellus screams "NO!" when she looks at her reflection, and sees she has become Chrysalis.
  • Brief Accent Imitation:
    • Smolder imitates Yona's accent when Yona is found asleep.
      Smolder: Apparently, yaks no love study groups!
    • Ocellus imitates Twilight's voice and then Applejack's accent when impersonating them as a joke. She's apparently gotten better at this since the last time she tried it.
    • Cozy Glow also imitates Yona's accent, this time with Condescending Compassion, during her Passive-Aggressive Kombat.
      Cozy Glow: Everypony know yaks think yaks are best!
  • Claustrophobia: Gallus has it, and his test forces him to overcome it.
  • Condescending Compassion: Cozy Glow tells the Young Six how much she admires them for making such an effort to learn friendship despite their backgrounds.
  • Continuity Nod:
    • Twilight recalls how the Tree of Harmony grew her castle. The quest for the keys of the box the Tree created is also brought up.
    • Discord making it rain chocolate milk is referenced.
    • The Pillars planting the seed that became the Tree of Harmony is mentioned.
  • Creepy Good:
    • The Tree of Harmony helps the Young Six overcome their fears and strengthens their friendship — by throwing them headfirst into their worst fears. The projection of Princess Twilight it uses to communicate has a creepy quality, with an otherworldly wide-eyed stare and oddly enunciated speech.
    • The spiders have glowing red eyes and move as a single huge swarm that utterly terrifies the arachnophobic Yona, but are actually friendly and docile creatures.
  • The Darkness Gazes Back: The spiders are first visible as clusters of glowing red eyes in the darkness of the cave.
  • A Day in the Limelight: Only one of the Mane Six, Twilight Sparkle, appears briefly in this episode. Every other appearance of the Mane Six is in the form of illusions created by the Tree of Harmony or Ocellus' transforming into them, while the protagonists of the episodes are the Young Six.
  • Disappointed in You: When Sandbar refuses to go any further without finding his friends first the illusions of Rarity and Rainbow say he is a disappointment for choosing a small group of friends over all of Equestria. He fires back that they disappoint him for trying to make him abandon his friends and go against everything they stand for, but soon realizes they are not the real Rarity and Rainbow after all.
  • Does This Remind You of Anything?: Ocellus figures that the changelings' past is so terrible that she cannot escape it. This may bear some resemblance to those whose country have their fair share of dark history.
  • Double-Meaning Title: The episode's title could refer to the caves beneath the school, the Young Six's fears and insecurities, or how friendship really is in their nature, despite what Cozy Glow says.
  • Dramatic Irony: Early in the episode, Gallus pokes fun at how, in Equestria, a tree is considered to be a source of wisdom. Come the end of the episode, he has indeed been taught a friendship lesson by the very tree he was mocking. And he knows damn well it happened.
  • Dysfunction Junction: Cozy Glow invokes this by mentioning that each of the Young Six (minus Sandbar) have something that (supposedly) makes it harder for them to make friends. Silverstream's people had to hide from the Storm King, Ocellus's people were previously love-eating monsters, Yona comes from a warrior race, Gallus's race is rather misanthropic, and Smolder is from an antisocial race of dragons who aren't keen on cutesy stuff like ponies are.
  • Face Palm: While studying from the incoming test on effects of friendship upon Equestrian history, Gallus only ends up more and more confused and face-claws.
    Gallus: I'm so gonna fail.
  • Face Your Fears: Each test forces the Young Six to face their fears:
    • Gallus is trapped in a confined space and has to calm himself to escape.
    • Smolder has to embrace doing something cute.
    • Silverstream has to stand up to the Storm King.
    • Ocellus has to face the evil past of the changelings.
    • Yona has to face her fear of spiders.
    • Sandbar has to stand up to his idols in defense of his friends.
  • Failed a Spot Check: After Smolder manages to pass her test she doesn't realize that she is still wearing the dress and makeup until Gallus asks her about it.
  • A Form You Are Comfortable With: The Tree of Harmony projects a sparkly hologram of Twilight to interact with the Young Six.
  • Friendly Neighborhood Spider: After Yona manages to overcome her arachnophobia, the spiders she meets in the caves turn out to be very friendly creatures, and help guide her to her friends and then to guide the rest of the cast to Sandbar's location.
  • Friend-or-Idol Decision: For a different meaning of "idol". Sandbar's test has Rarity and Rainbow Dash show up insisting they need his help for a friendship problem, but the task will require him to leave his friends behind. He goes along with it, at first, but as they get more insistent that he abandon his friends, he eventually stands up to them and passes the test.
  • Genius Loci: The Tree of Harmony is revealed to be sentient. It sends an avatar in the form of Twilight to talk to the Student Six.
  • The Glomp: After shouting down the (fake) Storm King, Silverstream glomps Gallus, causing him to awkwardly push her away and say "Okay, hug time later."
  • Going in Circles: Smolder is trying very hard to avoid the cave of the Stepford ponies, but every time she ventures in the tunnels they invariably bring her back to the same spot.
  • Go-to-Sleep Ending: At the end of the episode, exhausted from their ordeal and apparently being awake all night, the Young Six curl up and fall asleep on the library floor, one by one.
  • Green-Eyed Monster: Cozy Glow invokes this to explain why she tried to sabotage the Young Six and to convince them not to reveal what they've learned of the Tree of Harmony, saying she was jealous of how close they were.
  • Guilty Pleasures: Smolder secretly likes "cute, silly stuff". It's only once she embraces it that she passes her test, though she clearly still wants to keep it a secret once the test has passed.
  • Homage: An ancient Trickster Mentor sends six young pupils of great heroes, with only one member of the franchise's majority species among them, into a system of caves where they are given character tests involving their fears and flaws which they supposedly have to complete before the cave exit is finished closing up. Sound familiar?
  • The Last of These Is Not Like the Others: While Silverstream is despairing over the Storm King's supposed return, she says that she'll never be able to see another sunset, or fly through a cloud bank, or study plumbing.
  • Leaning on the Fourth Wall: Twilight's history lesson and everyone's reactions feels very much like someone who just started watching the show this season and is struggling to keep up.
  • Let Us Never Speak of This Again: Smolder warns Gallus never to speak of seeing her in a dress and girly make-up.
  • Machiavelli Was Wrong: Cozy Glow thinks the Young Six's friendship won't last long, given their differing backgrounds. The entirety of this episode is proving her wrong, that each of them can overcome the shortcomings she claims they have.
  • Mirror Reveal: Ocellus encounters two unreformed changelings who refer to her as "Your Highness". Confused, she looks into a reflective rock, and discovers (to her horror) that she has turned into Queen Chrysalis.
  • Mundane Fantastic: Silverstream continues her streak of Mundane Object Amazement by finding plumbing fascinating, becoming very interested in a book about how to fix pipes.
  • Mundane Utility: Ocellus briefly uses her shapeshifting abilities to impersonate Twilight and Applejack as a joke.
  • Meaningful Name: The two mares that try to convince Smolder to join their tea party are named "Stepford ponies" in the credits, for good reason.
  • Never Say "Die": When Gallus finds Silverstream faced with the shadow of the Storm King, he says that the Storm King was "defeated". When Silverstream stands up to the shadow she mentions that the Hippogriffs are "rid of" him.
  • "No. Just… No" Reaction: Smolder's response to the Stepford ponies' first invitation.
    Smolder: No. On so many levels. No.
  • No Sense of Personal Space: Might have been the stress or the tiredness, but after Silverstream passes her test, she becomes much less respectful of personal space than usual, first glomping Gallus then, later, getting literally nose-to-nose with a clearly uncomfortable Cozy Glow, smiling and talking the whole time.
  • Not Afraid of You Anymore: Silverstream says as much when she screams at the Storm King. She goes from being terrified of his shadow to openly insulting him, telling him that he no longer matters.
  • Oblivious Transformation: Ocellus doesn't realize that she's been transformed into Chrysalis until she sees herself in a nearby mirror.
  • Passive-Aggressive Kombat: Cozy Glow's speech to the Young Six is practically dripping in this, as she commends them for being so relaxed about the test despite their "disadvantage".
  • Psychological Torment Zone: The cave beneath the school subjects the Student Six to their worst fears, such as Yona's arachnophobia, Gallus's claustrophobia, and Smolder's fear of being called out as a Tomboy with a Girly Streak.
  • Pun: During her lecture, Twilight states that the Tree of Harmony has been at the "root" of friendship in Equestria since it was planted.
  • Red Eyes, Take Warning: The spiders' eyes glow bloody red, strengthening Yona's original terror of them.
  • "The Reason You Suck" Speech: Silverstream gives one to the shadow of the Storm King when she finally faces her fear and stands up to him.
    Silverstream: Uh, hey! Storm King! You're nothing but a big, old bully with a silly name and a goofy crown! You thought you could scare us into doing whatever you wanted! But we learned that together, we're stronger than you! And now that we're rid of you, we're gonna soar through the sky and go on adventures and NEVER GIVE YOU ANOTHER THOUGHT EVER!
  • Scary Shadow Fakeout: Silverstream hides from a shadow of the Storm King and his minions. When Gallus shows up, he sees that the shadows are merely that of some cleverly stacked rocks.
  • Shapeshifter Mode Lock: Ocellus is trapped in the form of Queen Chrysalis, which she can only dispel once Smolder helps convince her that the evil past of the changelings is behind them.
  • She Cleans Up Nicely: Smolder looks quite adorable when she dresses up for tea.
  • Ship Tease: Gallus helps Silverstream overcome her fear of the Storm King by admitting to her his own fear of enclosed spaces. After Silverstream successfully passes her test, she gives Gallus a tight hug, which he awkwardly escapes from.
  • Shout-Out:
    • To the film What Lies Beneath. Interestingly, that film also had a seemingly-benign character turn out to be thoroughly evil, just like Cozy Glow.
    • In the credits, the two ponies trying to convince Smolder to embrace her cute side are called Stepford ponies.
  • Skewed Priorities: When Silverstream finds herself at what appears to be Mount Aris, she initially wonders if she's been suspended.
  • Slasher Smile: a brief one (possibly as a Freeze-Frame Bonus) from Silverstream to Cozy Glow. It's not meant to be menacing, but her tiredness combined with her excitable nature ends up with her flashing one.
  • Sleep Cute: The Young Six all do this after they are exhausted from their trauma maze experience.
  • Spiders Are Scary: To Yona, an arachnophobe, they certainly are. Subverted by the episode itself, as the spiders Yona encounters are friendly and harmless creatures who help her find her friends.
  • Spider Swarm: Yona's trial involves facing an enormous swarm of spiders that comes boiling out from the walls of the cave, and which in several shots appears as a single, solid mass dotted with glowing red eyes.
  • Stepford Smiler: It seems Silverstream, for all her happy-go-lucky nature, was deeply traumatized by the Storm King's invasion of Mount Aris. Just the sight of him and his Storm Guard is enough to make her afraid that she'll never be able to return to the surface ever again, showing how deeply she was psychologically scarred by the experience.
  • Thinking Out Loud: Everyone except Ocellus and Sandbar, at the beginning of their test, thinks out loud. Gallus does so throughout his test as he's completely alone in trying to pass it.
  • Tomboy with a Girly Streak: Smolder embracing her love of cute things is how she passes her test.
  • Traitor Shot: At the end of the episode, Cozy Glow says "leave everything to me" to the Student Six as they fall asleep, the glow from the vent giving her a Scary Flashlight Face.
  • Trickster Mentor: The Tree of Harmony. It pretends to be Twilight and puts the students through dangerous tests before revealing its true nature and intentions. The tree also claims that the students will never leave the caves if they don't pass the tests before the exit is closed at sunrise, but when the students seemingly fail to meet the deadline the tree reopens the exit.
  • Tsundere: Smolder, much like Ember before her, has a hard time embracing affection and "silly cute things." It's only when she admits it that she passes her test.
  • Unmanly Secret: Smolder does like cute things, like tea parties and dresses, but it takes a life-or-death situation to get her to admit it.
  • Vertigo Effect: This peculiar zooming is used on Sandbar when (the illusions of) Rainbow Dash and Rarity tell him he's needed, to illustrate how excited he feels.
  • Vocal Dissonance:
    • When she finally accepts the Stepford ponies' request for tea, Smolder briefly speaks in a much softer, more feminine tone than her usual scratchy voice.
    • Ocellus' voice sounds rather odd coming from the form of Chrysalis.
  • Voices Are Mental: Ocellus zig-zags this; she uses Twilight's voice and Applejack's voice when impersonating them as a joke but when she's stuck in the form of Chrysalis she can still use her own voice, which is thankful because it's one of the reasons Smolder is able to recognize her.
  • The Walls Are Closing In: Gallus is stuck in a small chamber will thin beams of light shining through. Every time he touches a purple beam, the chamber compresses. Every time he touches a blue beam, the gap widens bit by bit, allowing him to escape once he figures out the pattern.
  • Wham Shot: The second time the illusion of Twilight appears, she is floating in the air without wings. This is how the Young Six discover she isn't Twilight at all but a physical form of the Tree of Harmony.
  • "What Do They Fear?" Episode: The Tree of Harmony puts the Student Six through their worst fears, which they have to face in order to pass their test:
    • Gallus has claustrophobia, and he passes by calming himself down long enough to solve the puzzle.
    • Yona is terrified of spiders. She passes by realizing that the spiders in the nest are friendly and asking them for help to get out of the cave.
    • Silverstream and Ocellus are both terrified of those who have done harm to their races in the past (The Storm King in the former's case and Chrysalis in the latter's case). They both pass their tests by accepting that their past is behind them and the bad guys won't hurt them or the ones they love ever again.
    • Smolder is terrified of admitting that she likes cute things, such as having tea parties and wearing dresses and make-up. Her embracing this side of her personality is how she passes.
    • Sandbar is terrified of disappointing his idols. He passes by standing up to the illusions of Rarity and Rainbow Dash when they refuse to let him look for his friends before going on a Map Mission.
  • Why Did It Have to Be Snakes?:
    • Yona is revealed to be scared of spiders. The test the Tree of Harmony gives her revolves around her overcoming this fear. A swarm of spiders surrounds Yona, causing her to cower in fear until she finally asks for help and realizes the spiders are friendly.
    • Gallus has claustrophobia, the fear of small spaces. When placed in a puzzle room where breaking a purple beam causes the room to shrink, he starts panicking as the room gets smaller until he finds out breaking blue beams makes the room grow.
  • You Are Better Than You Think You Are: Smolder gives a speech like this to Ocellus, assuring her that she can move on from her species' dark past.


Video Example(s):


Cozy Glow

Cozy Glow manipulates the Young Six to her advantage.<br><br>As a bonus, her cutie mark is a chess piece (a rook, to be precise).

How well does it match the trope?

3.11 (9 votes)

Example of:

Main / TheChessmaster

Media sources: