The episode begins with Twilight Sparkle showing her hoof-made "Star Swirl the Bearded" costume to Spike. He doesn't know who she's dressed as until she tells him that Star Swirl the Bearded was the founder of the "amniomorphic spell". Spike just looks at her blankly when she tries to remind him of the obscure unicorn history, but he is saved when four young trick-or-treaters and their chaperon, Granny Smith, ring the doorbell. Pipsqueak, dressed in a pirate costume, says that it's his first Nightmare Night festival ever. Pinkie Pie bursts forth in a chicken costume, indignantly saying that she's never too old for free candy when Twilight questions her. She thinks Twilight's costume is a great one of a "weirdo clown", and Spike teasingly calls Twilight "grandpa".
Twilight, indignant that no one recognizes such an important historical magician, walks through the market with Spike. Pinkie and Pipsqueak meet them and show off their stashes of candy. Meanwhile, Rainbow Dash, dressed as a Shadowbolt, covertly pushes a thundercloud over Pinkie Pie and fires off a very loud lightning bolt to scare Pinkie Pie and Spike. Howling with laughter, Dash tells a disapproving Twilight that Nightmare Night is the best time of the year for pranks. She then takes off with her thundercloud to prank another group she has spotted. Twilight and Spike meet Applejack, who is running the apple bob. The tub of water is ruined when Derpy, dressed in large paper bags, pops out of the tub with the plug in her mouth. Mayor Mare then makes an announcement, telling the trick-or-treaters, which include the costumed Cutie Mark Crusaders, to follow Zecora to the statue of Nightmare Moon for a storytelling. Twilight and Spike tag along.
Zecora tells the legend of Nightmare Moon and explains that Nightmare Moon requires an appeasing offering of candy. At that moment, however, Princess Luna arrives, in a flurry of dark clouds and her own royal carriage chauffeured by two of her Pegasus guards, scaring everyone off but Twilight.
Pinkie Pie and her group of foals run through town, as a cloaked Princess Luna lands in the marketplace. Everyone bows in fearful respect of the Princess. Twilight, however, shows no fear and wants to meet her. Princess Luna makes a speech in a very strong and dramatic voice, explaining that she only seeks the love and affection of her subjects, and wishes to improve the festival and the way it portrays her. Unfortunately, her presentation only serves to further intimidate everyone.
After assuring a frightened Spike that Luna is not Nightmare Moon anymore, Twilight realizes that the Princess is having trouble adjusting to modern times after being imprisoned for a millennium, and goes to talk to her. Feeling rejected, Luna leaves the market, and spends some time in front of the statue of Nightmare Moon, which is where Twilight finds her. Luna compliments Twilight on her costume and calls it "accurate to the smallest detail", becoming the first one to recognize the character. Twilight explains to Princess Luna that she was badly received due to her speaking tone and volume. Luna protests that the royal voice is the only one she knows and that she always speaks in the royal "we". Twilight decides to bring her to Fluttershy, thinking that the soft-spoken pony can help Luna improve the way she addresses others.
Fluttershy refuses to answer her door at first, exclaiming that she has no candy and that she doesn't want visitors on Nightmare Night. When Twilight reassures her there's nothing to be worried about, she opens the door, only to slam the door shut upon seeing the Princess. Twilight forces Fluttershy out of her home, and Princess Luna tries to ask her how to improve her tone, but only further scares Fluttershy. As a last resort, Twilight uses her magic to engulf Fluttershy and drag her out to briefly coach the Princess. When Princess Luna feels that her tone has improved, she uses magic to haul Fluttershy over and thanks her by hugging her. Luna accidentally scares the wind out of Fluttershy, scaring off Pinkie Pie and her group of fillies once again.
The scene cross-fades to Ponyville, where the villagers are enjoying the festivities, playing games, and dancing. The designs of the "fancy band" that Pinkie Pie spots on stage are used again, wearing scarecrow costumes and colored differently. Their instruments are different, but of related classification: the grand piano is replaced with an upright piano, the brass instrument with a harmonica, the bowed instrument with a fiddle, and the harp with a banjo.
Princess Luna and Twilight find Applejack in the town square, and Twilight asks Applejack to give suggestions to Luna on how to be more approachable. Applejack's top tip is to have fun. Luna doesn't know what "fun" is, but she uncertainly tries her hoof at several carnival games. Enjoying the games, Luna shows her surprise and appreciation, and the town begins to regard her more warmly. She even goes so far as to tell her subjects to do away with the formality of "Princess" and simply call her Luna.
However, when Luna rushes to save Pipsqueak from drowning in the apple-bobbing tub, Pinkie Pie mistakenly thinks she is eating the foal, and once again the ponies draw away in fear. Luna tries again to gain their trust with fun but goes a bit too far and causes havoc across the town. Fed up and offended, she declares that Nightmare Night is canceled forever.
Twilight once again sets out to find Princess Luna, and finds her walking sadly across a bridge, disappointed by her inability to win the hearts of her subjects. She rejects Twilight's help at first, so Twilight finds another method. Luring Pinkie Pie into an alleyway with a trail of candy, she tells her that Princess Luna is no longer evil and instructs her to stop shrieking whenever she sees her. Pinkie Pie agrees, but as she is about to shake hooves with Princess Luna and make peace, Rainbow Dash inopportunely plays her lightning prank, making Pinkie Pie believe it is Princess Luna who made the lightning. She runs off leaving behind a purple spotted egg that looks like the one Spike hatched from. Twilight blocks Pinkie Pie's path by teleporting in the way and pins her down, adamantly telling her that Princess Luna has not come to harm them. However, Pinkie Pie tells her that she is fully aware that Luna won't actually "gobble up" anyone, but she is scared because it is fun to be scared. This inspires a plan in Twilight's mind.
As the ponies clean up the mess in the town square, Zecora and the Mayor remind the foals that they still have to give their offerings of candy to Nightmare Moon. Once they have left their offerings at the Nightmare Moon statue, Princess Luna makes a dramatic appearance in her dark alter-ego, scaring them yet again. She transforms back into Princess Luna and pops out a set of fake fangs, but is still afraid that Twilight's plan will fail. However, Pipsqueak then tugs on her mane to ask her something; even if there won't be any more Nightmare Nights, could she still come back next year to scare them? Princess Luna looks past him to see the other foals looking hopefully at her. To her puzzlement, Pipsqueak confirms that the way that she scared them is really fun, and Nightmare Night is his favorite night of the year. Smiling, Luna proclaims that Nightmare Night will have to be reinstated. Pipsqueak tells her that she's his favorite Princess and hugs her. He turns around and tells his friends that she agreed, and the foals cheer. Twilight tells the Princess that they really do like her after all.
Back in town, Luna participates in more carnival games, personally accepts more candy offerings from the foals, and has fun scaring more ponies. At the end of the episode, Rainbow Dash once again shows up with her thundercloud, and when she is eagerly about to prank Twilight and Spike, Princess Luna gives her a taste of her own medicine, scaring off Dash.
Twilight learned that one of the best things about friendship is to give it to others and help them find it themselves. Also, everyone in Ponyville learned that even if someone is intimidating or scary, when you offer them their friendship, you'll discover a whole new pony underneath.
|Tara Strong||Twilight Sparkle|
|Andrea Libman||Pinkie Pie|
|Tabitha St. Germain|| Princess Luna|
Shout! Factory included the episode on the My Little Pony: Friendship is Magic - Adventures in the Crystal Empire DVD, released on December 4, 2012. It was later included on the My Little Pony: Friendship is Magic - Season 2 DVD set, released exclusively on Amazon.com on May 14, 2013. The episode was included again on the My Little Pony: Friendship is Magic - Spooktacular Pony Tales DVD, released on September 9, 2014.