Tirek captures some of the little ponies to use as demons to pull his Chariot of Darkness at midnight. The rest of the ponies panic, fearing that they will be next. Firefly goes off for help and finds Megan, a girl who lives at a stable at the other end of the rainbow. Megan agrees to go to Pony Land with Firefly, but will they be able to rescue the little ponies in time?