Principal Cinch gets desperate after losing Twilight to Canterlot High. So she convinces Starlight Glimmer to attend Crystal Prep. Though due to her past with Sunburst, she isn't as favorable to Friendship as Twilight was. The students of Crystal Prep, getting use to accepting friendship under Twilight's example, try accepting Starlight as one of them. But with Starlight's bitterness towards superiority and need for equality, Crystal Prep's reputation makes it even more difficult. And with Starlight's cleverness, she assures Cinch doesn't cause any trouble for her or anyone else. She stumbles upon Twilight's private research room and discover the designs for her Magic spectrometer. With some of Starlight's improvements, she succeeds in easily accessing Equestrian Magic.
One Star Falls, Another shall Rise
The film opens at Canterlot High School in the human world. The school day ends and everyone is preparing to leaving, especially Twilight Sparkle, who is now grown accustom to her new school. She would then meet with her friends and they all go to Mr. and Mrs. Cake's Sweet Shoppe. Twilight pulls out her laptop to take part in a scheduled video chat with Dean Cadance from Crystal Prep Academy. Everyone exchange greetings, progressions, and advice about friendship on both side. She is concern that Principal Abacus Cinch is always looking over everyone's shoulders and expects them to work even harder. She then informs them that Cinch is accepting new students to Crystal Prep, even looking for a new star pupil, now that Twilight is transferred to Canterlot High. But Sunset Shimmer assures her that as long as they're together and that they have friends at Crystal Prep, Cinch can't do anything to them.
That evening, Principal Cinch goes to a restaurant to have a secret meeting with a mysterious stranger. She comes to him in search of a new star student at her school to replace Twilight in order to protect her reputation. The stranger assures her that he knows of such of person, and looks up a file of a girl named Starlight Glimmer.
Some time later, Starlight Glimmer is having a meeting with her therapist, Stormy Flare. She is disappointed that Starlight haven't made much improvement since she was released from juvenile hall, and hasn't given up her beliefs of equality and her spite toward superiority. She's especially concern that she hasn't applied to any schools. As she leaves her office in grief, she pulls out an old photo and repeats her own philosophy to herself.
Stormy Flare, at his wit's end, was thinking about applying Starlight to the Everton Independent Study Program, until she gets an anonymous phone call about Starlight. She seem confuse how the mystery caller knows so much about her, but then she was intrigue as the call goes on.
In their next meeting, Stormy Flare requests Starlight to attend Crystal Prep. To Starlight's disdain about their reputation, Stormy Flare start implying what he knows about the last Friendship Games. Hearing about Crystal Prep coming to good terms with their rival school, Canterlot High, and the students taking an interest in friendship has peaked Starlight's interests.
First Day at Crystal Prep
At Crystal Prep the next day, Principal Cinch returns from a meeting with the school boards of both Crystal Prep and Canterlot High, with most of her students giving her mistrusting glares. Dean Cadance greets her before entering her office, asking her how the meeting went. She states it was horrid; the board members questioning her about rumors flying around about Cinch's actions at the Friendship Games, her students losing her trust in her, and head of the CHS board, Spoiled Rich dogging her about her incompetence as headmistress. Despite the board's suppositions and the suggestion of a retirement planning, Cinch was able to talk her way out of it. She then informs Cadance that a new student will be arriving, and ask to bring her to Cinch's office immediately when she shows up.
Shortly afterwards, Starlight shows up to Crystal Prep and is greeted by Dean Cadance. She brought Starlight up to Principal Cinch's office where she is introduced to her. Cinch is to give her "new rising star" a personal tour of the school. Much to Starlight's mistrust in Cinch's courtesy, she decides to play along.
During the tour, Starlight notices the other students staring at them, and overhears the name "Twilight". At the gymnasium, she looks in the trophy case and sees a picture of Twilight and the Shadowbolts for the Friendship Games. When she asks about it to Cinch, she ends the tour and leaves Starlight to get settled in. While settling in, she attacks two students for their haughty behavior.
Starlight then proceeds at succeeding in every class she is in, surprising both the students and the teachers. At lunch, the five girls from the Shadowbolt team at the Friendship Games decide to share a table with her. She asks of what they think about her progress, and despite their opinions, she is surprised to know they don't hate her for it. She explains her philosophy about equality to the girls and her plan to ruin Cinch's reputation. Meanwhile, two students: Party Favor and Sugar Belle; are terrified at seeing Starlight. The five girls then talk about her about their experiences with Twilight and mentioning of "Midnight Sparkle", who Starlight took as her twin sister at first. Starlight leaves the cafeteria after reminding the Shadowbolts of their shame and offering them to join her.
While in the hallway, Starlight hears music from a song she's familiar with. She follows the sound to Twilight's old research room, and find that the music is coming from an MP3 player. Under it, she finds the notes to Twilight magic capturing device. She reads the notes throughout the night and gets excited about it. Starlight made Twilight research room into her own, and start working on various gadgets. She uses Twilight's design to create a reactor that like pull the "bizarre energy" from it's source dimension and generate it. After two weeks, she remained on Cinch's good side until she revealed her true intentions. Cinch threatened her, but Starlight was able to sweet talk her way out.
She then had a conversion with Dean Cadance, telling her everything is fine. Cadance tries convincing Starlight to make friends despite their difference, much to Starlight displeasure. When the talk was over, Shining Armor, who was there to visit Cadance for lunch, have been eavesdropping. During introduction, Starlight learned Shining Armor is a Crystal Prep alumnus and Twilight Sparkle's brother. When she brought of Midnight, he said he'd never heard of her. Starlight then went on her way, leaving both Dean Cadance and Shining Armor confused.
Shadow Five making Friends
The Shadow Five saw Starlight getting picked on, and tried to help her. But before they can do anything, Starlight beat up the bullies after they grabbed her mysterious photo. Within the crowd of students watching her, Party Favor and Sugar Belle showed her to fellow classmates, Double Diamond and Night Glider, who are equally concerned. Starlight preached to the Shadowbolts about the misguided loyalties and mutual dislike in Principal Cinch.
Later in the gymnasium, the five girls had a meeting on how to befriend Starlight and see things differently. So Sunny Flare came up with a plan for the girls to interact with them individually to show her their differences make them better friends. Sunny found Starlight in the bathroom where she hoped Starlight would enjoy the wonder of improving one's own look; but Starlight disapproves. Sour Sweet tries to have a friendly conversation with her in the library, which failed. Sugarcoat attempts to give her advice in the hallway, which backfire on her. Indigo Zap made her do some practice rounds on the soccer field, of which Starlight walked out in the middle of. At the end of the day, Lemon Zest got her to listen to her music, but Starlight threw away the headset for being so loud. Starlight then gets on a bus with the intent of proceeding with her plans.
That evening at Joe's Donut Shop, the Shadow Five reflect on what went wrong with their plan, seeing how hopeless their attempts to befriend Starlight has gone, and willing to not give up in making it up to Twilight. But then they are approached by Double Diamond, Party Favor, Night Glider, and Sugar Belle; warning them to stay away from Starlight Glimmer. The girls were surprised to learned that they know her, and that she was "put away". After telling them how much of a false friend she was, the four friends left the five girls all scared and confused.
Assault on CHS
The Discovery of Magic
"I know about Sunburst!"
Unleash the Madness
The Crystal Prep Heart
Epilogue: New Friends
- Starlight Glimmer — She is based off of her pony counterpart from Equestria, who becomes Princess Twilight Sparkle's pupil in the Magic of Friendship. But much like her counterpart, she developed some form of resentment toward individuality and superiority after losing her childhood friend, Sunburst after realizing his talents. Starlight was released from juvenile hall for her extreme methods for equality, until she was convinced to attend Crystal Prep Academy due to Principal Cinch's desperation for a new star student. After displaying her intelligence, turning down the other students, and belittling Cinch; she stumbles upon Twilight's private research room and discover her notes on Equestrian magic. Unlike Twilight, she is more driven, self-confident, and never let's anyone pushed her around. Starlight can also be depicted in the human world as a mad scientist.
- Twilight Sparkle — The former star-student of Crystal Prep, now a transfer to Canterlot High School. Her pony counterpart, Princess Twilight have told her about life in Equestria and about her new pupil, Starlight Glimmer. After hearing that Starlight now goes to Crystal Prep, she only wishes to help her and be sure she doesn't go through the same life she did. She truly believes she can relate to Starlight the most.
- Sunset Shimmer — A native of Equestria, now a student of Canterlot High. She mentors Twilight in the ways of friendship, and attempts to do the same with Starlight.
- Sugarcoat — The blunt and outspoken student of Crystal Prep. She's learning the values of honesty through Applejack to be a better person. She tries to be friends with Starlight Glimmer, but her inexperiences with friendship and Starlight's bitterness makes it very difficult.
- Sour Sweet — The girl with the bipolar personality of Crystal Prep. Most of the time, she's being nice and considerate, but the rest of the time, she gets irritated and rude. She's learning how to be kind from Fluttershy.
- Indigo Zap — The roughhousing athletic student of Crystal Prep. She's trying to be more loyal with the help of Rainbow Dash.
- Sunny Flare — The poised strange girl from Crystal Prep. She's learning how to be more generous from Rarity.
- Lemon Zest — The wild, obnoxious rocker girl from Crystal Prep. She would get help from Pinkie Pie to hone her uncontrollable nature.
- Principal Abacus Cinch — The haughty headmistress of Crystal Prep, obsessed with her school's reputation, and main antagonist. Desperate for a new star student, she consults Discord to have Starlight attend her school. She got what she wanted, but relies Starlight is different than Twilight. Starlight's cleverness and drive keeps belittle her at every turn. This pressures Cinch to go power-hungry, and turn Starlight's work against her.
- Applejack — The hardworking country girl from Canterlot High School. Represents the Spirit of Honesty.
- Rainbow Dash — The athletic tomboy, and captain of every sports team at Canterlot High. Represents the Spirit of Loyalty.
- Rarity — The elegant dressmaking fashionista of Canterlot High. Represents the Spirit of Generosity.
- Fluttershy — The timid animal-loving student of Canterlot High. Represents the Spirit of Kindness.
- Pinkie Pie — The fun-loving, hyperactive head of the Party Planning Committee at Canterlot High. Represents the Spirit of Laughter.
- Spike — Twilight's talking dog and personal assistant.
- Professor Discord — A former math teacher at Crystal Prep with a minor in psychology and physics (which he "defies"), until one day, all the stress caused him to go insane. Though he was fired, Cinch still consult with him as one of her resources. He recommended Starlight to attend Crystal Prep as payback on Cinch.
- Dean Cadance — The dean of Crystal Prep Academy. She is very close to Twilight, is in good terms with Canterlot High, and has an affection for Shining Armor.
- Shining Armor — An alumnus of Crystal Prep Academy, and Twilight's older brother. He display an attraction to Cadance, and visits her at work very frequently.
- Principal Celestia — The principal of Canterlot High School.
- Vice Principal Luna — Celestia's sister who helps run Canterlot High with her.
- Mr. Smooze — Professor Discord's short, silent, pudgy assistant.
- Thorax — A former member of the infamous Changeling Crime Family; notorious criminals and masters of disguise. He was fed up with his family's criminal ways, Professor Discord helped him to escape that life. After "Queen" Chrysalis, the head of the family have been arrested and the Changeling Family scattered to the winds, Thorax and Discord have been gathering up members of the family, and Thorax was made the new head of the family. He and the rest of the Changelings work as Discord's personal spies on the Equestria Girls.
- Pharynx — Thorax's older brother and second-in-command on the Changeling Family.
- Sunburst — Starlight's childhood friend who was sent to a special school for his intelligence at young age, sparking Starlight obsession for equality. After graduating, despite his struggles for having no other attributes, he lived in isolation. But once he and Starlight were reunited, he starts to realize his true worth.
- Flash Sentry — A guitarist student at Canterlot High who had a crush on the pony Twilight and formerly dated Sunset.
- Trixie Lulamoon — A boasting teenage magician and a student of Canterlot High who later befriends Starlight.
- Apple Bloom — Applejack's sister, and member of The Crusaders.
- Scootaloo — A fan of Rainbow Dash, and member of The Crusaders.
- Sweetie Belle — Rarity's sister, and member of The Crusaders.
- For more quotes, see the film's transcript.
- Starlight Glimmer: So you see, the only way that everyone to be happy is if all of us are equal. No one would ever flaunt their special talents because they won’t have any talent to flaunt. Those who do would often think they are way more special, not knowing how inferior they made others feel. In a world where everyone is exactly the same, no one will be teased, no one will feel different, and no one will ever be treated unfairly again. Everyone would be happy to experience “true” friendship for the first time.
- Sunny Flare: Listen to me, Starlight. You can't trust Cinch with anything.
- Starlight Glimmer: Of course I don't trust her. That's why I'm using her.
- Sunny Flare: Well you really shouldn't--Come again?!
- Indigo Zap: Oh, so now we have another Twilight? One who doesn't mind playing rough?
- Trixie Lulamoon: You wouldn't dare. Can't you see you are messing with the Great and Powerful Tri--Oof!
- Starlight Glimmer: Sorry. You seem like a nice kid. I love to hear more about your life story. But I got tight schedule to keep.
- Twilight Sparkle: It can't be...Starlight Glimmer?
- Spoiled Rich: I know Crystal Prep has a history of pulling pranks on Canterlot High. But this seems to be a tad too much, don't you think?
- Starlight Glimmer: Isn't it amazing people still own a fax machine?
- Principal Abacus Cinch: What did you do?
- Starlight Glimmer: I made sure my place at Crystal Prep is secured, unlike yours.
- Principal Abacus Cinch: Are you so willing as to run all of Crystal Prep to the ground?
- Starlight Glimmer: Oh of course not. I'm not going to destroy Crystal Prep. I'm going to cure it!
- Starlight Glimmer: Oh I'm sorry. Am I speaking to Sweet or Sour?
- Starlight Glimmer: I'm not Twilight. I'm just the fool who took her place. Just as she replaced all of you.
- Sugarcoat: We can blame Cinch for what happened, but it was our own actions.
- Starlight Glimmer: The price for greatness cost more than it's worth.
- Sour Sweet: [sweetly] Twilight, we've missed you so much. [sourly] Which we wouldn't have if you haven't left us in the first place.
- Twilight Sparkle: Uh...it's great to see you too, Sour Sweet.
- Twilight Sparkle: You hacked my email?!
- Starlight Glimmer: It wasn't that hard, Smartypants42.
- Rainbow Dash: Smartypants42?
- Starlight Glimmer: Her username.
- Twilight Sparkle: Starlight, what have you done?
- Starlight Glimmer: It was broken system and you knew it!
- Sour Sweet: [sweetly] Oh she's bit like you...[sourly] but insane!
- Starlight Glimmer: Look at it. Ultimate power, able to reshape the world, and you were gonna use it to win a flag finding game.
- Principal Abacus Cinch: You belong in that detention center.
- Starlight Glimmer: And you belong in the past.
- Starlight Glimmer: Whoa! Okay, when did you get this good?
- Principal Abacus Cinch: I was a Friendship Games champion myself once. Remember?
- Starlight Glimmer: Well at least I have one advantage. You're obsolete.
- Twilight Sparkle: Discord?!
- Sunset Shimmer: Where did you come from?
- Professor Discord: Blame my parents.
- Sunset Shimmer: You lied to everyone.
- Professor Discord: Oh and you haven't, my little pony?
- Dean Cadance: Principal Cinch! On behalf of Crystal Prep, I demand you cease this madness, and stand down from your position as headmistress!
- Principal Abacus Cinch: I am Crystal Prep.
- Principal Abacus Cinch: I will not be undermined by some horse from another dimension.
- Rainbow Dash: Oh yeah?! You and what army?!
- Sugarcoat: You just had to jinx it.
- Principal Abacus Cinch: You and whose army?
- Thorax: My army.
- Lemon Zest: Who are they?
- Principal Abacus Cinch: Who are they?
- Sour Sweet: Why didn't we just go on strike like normal people?
- Professor Discord: Your "reputation"...is a joke. Plus, I just don't like you.
- Principal Abacus Cinch: How did I ever trusted you?
- Twilight Sparkle: I don't think you ever did.
- Principal Abacus Cinch: Why did you come back? You abandoned this school. You betrayed us.
- Twilight Sparkle: I left Crystal Prep to seek out new knowledge, to understand friendship. You stayed here and stewed in your own misery.
- Twilight Sparkle: This is Starlight's battle. It's time for her to face her own demons.
- Principal Abacus Cinch: Do you really think you can defeat me? You think you're better than me?
- Starlight Glimmer: No, of course not. I think I'm too much the same as you. So I know I can beat you!
- Principal Abacus Cinch: Young lady, don't make me come up there and teach you a lesson!
- Starlight Glimmer: First time for everything!
- Sugarcoat: Wow.
- Principal Abacus Cinch: I've been doing this longer than you have!
- Starlight Glimmer: You're right. You have been playing this game a long time. Too long!
- Sunburst: That was a terribly good swing.
- Flash Sentry: Well you know, years of guitar solo really pays off.
- Shadow Six: Let's go, Shadowbolts!
- Humane 7: Let's go, Wondercolts!
- Starlight Glimmer: Girl, I can't believe you're getting worked up over some stupid games.
- Principal Abacus Cinch: This is my world! My vision! I threw away my humanity to make it real!
- Starlight Glimmer: Then you should've left the rest of us out of it!
- Spike: You were enjoying that a bit too much, were you?
- Twilight Sparkle: Can you blame me? You have no idea how long I wanted to do that.
- Starlight Glimmer: There's nothing you have that I want. All I ever wanted was friends.
- Twilight Sparkle: Because she is my student, my rival, my friend.
- Sunny Flare: Ha, I guess the Magic of Friendship just isn't for everybody.
- Applejack: Boy, you said it.
- Lemon Zest: Hm, a girl who had done some awful deeds in her past, and has decided to make up for her mistakes in order to become a better person. Sounds like a true Crystal Prep Shadowbolt to me.
- Twilight Sparkle: Crystal Prep is really lucky to have a student like you.
- Starlight Glimmer: Not as lucky as I am to have a teacher like you.
- Trixie Lulamoon: You know, that Starlight Glimmer is alright.
- [sweetly] HELLO! It is a pleasure to meet all of you. [sourly] Hopefully, you're much better company than these losers.