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Episode 39	Fugitive Flowers (Part 2)	Aired: November 6, 1986
Masquerade remains trapped as the Flouries put the final knot in the cocoon they've made her and decide to take her with in case she wanted to tell the others. Whizzer is taking a drink when she notices the Flouries passing by and realizes the Crabnasties were right after all. The Flouries get sleepy and take a nap, knowing that Masquerade won't be going anywhere for a while. However, Whizzer has come to save Masquerade and manages to free her but causes her to tumble out of the tree. Luckily, Masquerade uses her wings to avoid waking the Flouries up. Masquerade wants to take them on but Whizzer notes they can't take them on as is and have locked the only beings they know that can take them on in jail. They arrive at the jail but find no one inside and realize they got out somehow. They find a hole and fly out but it's not easy finding them. Meanwhile, Posey is in tears over her now lifeless garden when Whizzer and Masquerade arrive and explain that they were after the wrong beings. Megan decides to have Whizzer and Masquerade continue searching while her group gets Posey feeling better by showing that wildlife can be ugly to start but turn out beautiful later using a caterpiller's transformation into a butterfly. Furthermore, she uses a song to note how one should always look a second time before making a conclusion. When it's over, Posey is feeling better and even making other wildlife feel better too. More good news comes in as Whizzer and Masquerade have found the Crabnasties by the lake. However, they find the Crabnasties unwilling to work with them, despite their apology. However, boulders fall from above and the Crabnasties find the Flouries weilding them. It's enough for them to remember that no one should have to face the Flouries alone (unless of course they're still tiny). The Crabnasties lead the charge but the Flouries aren't willing to give in and show off their strength once more. A battle ensues with the Crabnasties on the losing end so Whizzer decides to intervene and ends up leaving one of the Crabnasites on the brink of being flipped over. Luckily, Posey just manages to get the Crabnasty upright in time. However, she and Megan pay for it by being snared by one of the Flouries. The captain Crabnasty has had enough and sends fissures leading to one of the Flouries, causing the Floury on the edge to nearly fall off. With the Floury hanging on for dear life, the captain proposes a deal whereby the ponies and Megan are freed or he cuts her leaves and she falls. The Floury declares a surrender and the trio are tied up but the ponies and Megan will be mentioned for their part in the disaster. However, Posey and Megan note that Posey's destroyed garden should be a sufficient enough punishment and the Crabnasties help rebuild it. It's clear to Posey that the Crabnasties are beautiful and her kiss on the captain's cheek leaves him at a loss for words.