After a recap of the previous episode, Twilight, and a corrupt Pinkie Pie, Applejack, Fluttershy and Rarity are arguing with each other in the remnants of the maze Discord razed to the ground. Fluttershy and Pinkie Pie are arguing about laughing, whereas Applejack and Rarity are arguing about Rarity's "diamond". Discord, sitting on a couch and eating popcorn, then tells Twilight that he never said the elements were in the maze, and he proves this to Twilight by teleporting her back in time to when Discord appeared to Princess Celestia and the mane 6 in Celestia's palace. Instead, Discord said they would find them "back where you began", which to Twilight means Ponyville where everything was opposite and disordered. After an arduous journey back to a now chaos-surrounded Ponyville, during which the corrupted ponies continue to cause trouble, and Discord talks to Twilight about Ponyville becoming the "Chaos Capital of the world", they arrive at Twilight's residence, but not before the corrupt ponies become even more corrupt, signified by more color drain of their coats and manes. Once inside, Twilight obtains the book of the Elements of Harmony, but is disturbed by the other ponies' desire to play around with the book and prevent her from reading it. Once Twilight finally gets her hooves on the book, she finds that all of the elements of harmony are inside the book. Twilight then forcefully puts the elements on Fluttershy, Pinkie Pie, Applejack and Rarity, and also Spike, who has taken up the role of Rainbow Dash. Discord then appears. Discord taunts them into stopping him then and there, making a bulls-eye appear on his chest for them to "fire" at. Twilight attempts to combine the elements to defeat Discord, but it does not work, and after losing all hope and confidence in her friends, Twilight's color drains to gray. Twilight, hopeless, tells Spike that they are leaving Ponyville. However, Spike has been regurgitating a lot of scrolls sent to him by Princess Celestia, which turn out to be all of the scrolls about friendship Twilight sent to Princess Celestia during her past adventures in Ponyville. After reading these scrolls, Twilight once again realizes the importance of friendship, regains her color, and sets out to "cure" the rest of the mane cast. Meeting Applejack at her farm, Twilight uses her magic to force images of past adventures with her friends into Applejack's mind. This reverts Applejack to her previous self, and restores her representation of the Element of Honesty, as well as her color. She then does the same to Fluttershy, who has been restrained with ropes in order for Twilight to be able to restore her back to her representation of the Element of Kindness. Twilight restores Rarity, who now once again represents the Element of Generosity and then Pinkie Pie, who can now represent the Element of Laughter. The ponies, now back to their previous selves, find Rainbow Dash, who is still corrupted. She is sitting upon a cloud, believing it to be Cloudsdale. Twilight and the other ponies sneak up to a sleeping Rainbow Dash in her hot air balloon, and Fluttershy tries to hold down Rainbow Dash so Twilight can restore her personality. However Fluttershy, now back to her kind personality, refused to take an aggressive approach and wakes Rainbow Dash up, prompting her to grab onto "Cloudsdale" and fly away. Twilight, Rarity, Applejack and Pinkie Pie begin chasing Rainbow Dash in the balloon, with Fluttershy propelling it. Applejack manages to catch Rainbow Dash with a rope, but the rope catches on Pinkie Pie and Rarity's hooves, dragging them out of the balloon, still attached to Rainbow Dash. Fluttershy is unable to keep up, until reminded about Discord's rule over Ponyville, after which she outpaces Rainbow Dash and the others are able to secure her down for Twilight to revert her back to her previous self. The ponies, now back to their representations of the Elements of Harmony, meet up with Discord again. He sits on a throne drinking a glass of chocolate milk–he drinks the glass and throws away the chocolate milk. Discord, still confident of their inability to defeat him, makes himself an open target. However, because the six ponies now represent their Elements once again, they are able to defeat Discord in a similar way to how they defeated Nightmare Moon. Discord is then turned to stone once more, Ponyville is reverted back to normal, and all chaos and disharmony caused by Discord is removed. At the end of the episode, Princess Celestia holds a ceremony honoring the ponies once more, for defeating Discord, where a stained glass window is unveiled depicting them defeating Discord. Twilight learned that friendship isn't always easy, but there's no doubt that it was worth fighting for.