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Episode 54 The Crystal Empire (Part 2) Aired:
November 10 2012
In Canterlot, King Sombre has the area surrounded so Shining Armor gives Princess Cadence enough strength to fire a shield to protect them before becoming weary again. King Sombre loses his horn but it disappears below ground. Shining Armor attempts to leave and find the Crystal Heart but Twilight reminds him to protect Cadence and heads off herself. Along the way, Twilight orders Rainbow Dash to help keep the Crystal Fair going. Where Sombre's horn once was, dark crystals take its place.
Things are looking up at the fair as more Crystal Ponies regain their former look.
However, keeping suspicion down, Rarity forges a lie that Spike like getting his face painted as Spike darts off. Poor Pinkie Pie wants a flugelhorn but Rainbow Dash keeps her deprived. Meanwhile, Twilight has found the Crystal Castle when Spike says he's coming too. At first, Twilight declines saying she must do this herself but once Spike agrees not to help at all, she lets him come. Rainbow Dash joins Applejack in guarding the hoofmade Crystal Heart but Applejack reminds RD of doing her job too aggressively and suggests she go off and joust for a crowd while she herself watches over the statue.Rainbow Dash agrees and takes Fluttershy with her, whom had just finished in a fenced in area. Applejack quickly gets her hooves full in keeping curious Crystal Ponies at bay. Back inside the castle, no luck yet finding the real Crystal Heart but Twilight finds a clue in the castle itself, given that the way they see it isn't how it looked under King Sombre's rule.
She whips up a black magic spell Celestia taught her (not sure where that'd come in handy but apparently for this sort of thing) and an entire spiral staircase appears. Twilight heads down, ordering Spike to stay above (he probably didn't want to go anyway) and partway down, she can't see how far down the stairs go so she listens for the result of dropping a crystal to the bottom. Her result yields a very long way down so she asks Spike about the status outside and when told it's still bad, she races down, tripping as part of a stair gives way and nearly tumbling down the stairs, saved only by her magic. Speaking of magic, she finds a door that won't stay put without a little magic of her own. The door opens and in she goes, convinced the Crystal Heart is inside. Instead, she's shown the Canterlot Castle with Celestia angry enough to forbid her from continuing her studies and doesn't care where she goes next. Apparently it was only a vision as she returns to reality with green eyes as Spike has been calling her name, explaining why he decided to come down anyway. He gazes into the door and gets a frightening vision of his own but is told that it's just King Sombre's dark magic playing tricks.
Twilight makes a door for herself and Spike only to find even more stairs. While they climb, Rainbow Dash and Fluttershy begin their joust with Fluttershy on the losing end. Fluttershy pleads for another pony to take over but all RD agrees to do is ease up a bit on her jousting. Back on the stairs, Twilight gets an idea to slide up the remaining stairs with her magic. King Sombre's own magic is now within the fair. Worse still, Pinkie Pie's juggling act launches the ball she was standing on into the air and uncovering the Crystal Heart replica, where the heart itself skids across the ground and the Crystal Ponies realize it's fake.
Back on the stairs, Twilight and Spike have reached the end of the stairs and find the real Crystal Heart. She finds it's not so easy to take and triggers a sort-of alarm where King Sombre uses his magic to surround Twilight with dark crystals but also freeing the Crystal Heart to within Spike's grasp. As more dark crystals form, it's up to Spike to bring the Crystal Heart and he escapes just in time. However, King Sombre notices this and heads towards Spike as he spirals down the crystal formation.
Spike falls off but Shining Armor has Cadence ready in the wings and launches her, saving Spike and the Crystal Heart from King Sombre.
 The Crystal Heart is put into place and all Crystal Ponies regain their full luster and work to keep King Sombre out. King Sombre is blown away and the rest, including non-Crystal Ponies, or ponies for that matter, get a crystal makeover to Rarity's delight but it's not permanent, at least for the non-Crystal Ponies. Despite King Sombre's defeat, Twilight didn't defeat her, Spike did and she fears she won't get another test but heads inside anyway. Inside, she learns that what she did was far better than Celestia had expected and passes the test. In celebration, Twilight's five pony friends sing a reprise of Twilight's own song from the previous episode and Twilight joins in at the very end as they head back (presumably) home.