This is where our heroes arrive at the carnival in Stardust: The Wish Creator.

[Our heroes are walking on a hill]

Rarity: How many more minutes till the comet arrives?

Sweetie Belle: Not for another 24 hours.

Rarity: Know-it-all.

Twilight: Brian, where is the festival?

Brian: That valley. Up ahead.

[We then see Smudger straining up the hill]

Smudger: Oh, I can't do it!

Tyrone: walks up] Come on Smudger. You're not trying hard enough!

Smudger: I can't do it! This hill is too steep for a small engine like me! If it was The Blue Mountain Quarry it would be different.

Scootaloo: Duncan, how bout you give him a hand?

Duncan: I'll try.

Smudger: No use at all.

Duke: You wanna turn back to a generator?

Smudger: No, no!

Duke: Then get a move on, youngster!

Duncan: [biffs him] Oh, please Smudger! Just try!

Smudger: Okay, okay! [puffs up]

Duncan: [straining]

Smudger: I can't do it!

Duncan: I shall do it!

Smudger: I can't do it!

Duncan: I shall do it!

Smudger: I can't do it!

Duncan: I shall do it!

Smudger: [reaches the top] I did it! I did it! I knew I could do!

Duncan: [to Duke] How do you like that? Not even a thank you!" Hmph!

Duke: It's just how the way he is.

Smudger: Huh? That's weird. Where is everyone?

[Everyone reaches the top and see the valley plain]

Ed: Uh, where'd everybody go?

Eddy: Huh?

Squidward: No one's here.

Brian: I think we might have gotten here a little too early.

Thomas: Well, I guess we're gonna have to wait.

[Then suddenly, Barney came to life!]

Barney: Hello everyone!

CMC: Barney!

Barney: Did I miss anything?

Pepper Clark: Uh, no.

[Then Baby Bop, BJ, Cody, Marcella, Abby, Kipper, and his friends run up]

Baby Bop: We're here Barney!

Abby: What are you guys looking at?

Spongebob: The carnival.

Cody: Where is everybody?

Russel Ferguson: We got here too early.

Duncan: And I had to push baby Smudger up here!

Smudger: Who are you calling "Baby Smudger"?

Duncan: Me.

Skarloey: Don't you 2 get started!

Tiger: I can't believe it, we came all this way here and the carnival's not even here!

BJ: Oh man! I was looking forward to it too!

Brian: Well, we can wait.

[It was dusk, then Mitzi hears something]

Mitzi: Wake up!

Pepper Clark: [groans as she wakes up] What is it?

Mitzi: Look!

[We see trucks coming to the plain]

Spongebob: Look at all of those trucks!

[all the trucks then stop and one by one the carnival rides start to assemble.]

Applejack: It's the carnival!

Kipper and Tiger: Wow!

Barney: Super dee-duper!

[after all the rides assemble the team come down to take a better look when 2 more trucks pull up and then a man carries trunk out]

[the man then presents a wand and then several balloons fly out of the trunk and he directs each one, and then a young girl comes out and forms all the balloons in a circle and then the balloons pop into wooden towers which then transform into a huge circular ring, then it turns into a huge tent!]

Twilight and Spike: Whoa!

Zoe Trent: That was amazing!

Sunil Nevla: Now, that's what I call, "magic!"

[Later our heroes are wandering around the carnival]

Kipper: It's great isn't it?

???: Hey guys! Guy!

Apple Bloom: Who's that?

??: Hey, over here!

[the others turn and then see Little Bear and his friends]

Duck: Hey!

Eevee: Little Bear, Duck, Cat, Owl, Hen, Emily, Lucy!

Sweetie Belle: What are you guys doing here?

Owl: We wanted to hang out here that's all.

Apple Bloom: Well, it's good ta' see y'all.

Hen: You too.

Mako: Hey guys, look at this! [shows a poster]

Thomas: A magic show.

Sunil Nevla: With that magician we saw last night!

Vinnie Terrio: You're right!

[Then we see the Dazzlings behind a tent]

Adagio Dazzling: What do you know? A magic show, perfect time for a scheme.

Sonata Dusk: Are you sure about this?

Adagio Dazzling: Of course I'm sure!

Aria Blaze: What are we gonna do, exactly?

Adagio Dazzling: Just wait.

[with our heroes]

Sunil Nevla: I say, we go to the magic show!

Barney: Indeed, there's nothing I love more than showing a magic show!

[then music starts, indicating a song]


Close your eyes and you will find
There are pictures in your mind
Things that you can see and feel
All those things are very real
Doesn't matter where you are
Make believe and there you are
You can be most anywhere,
When your imagination takes you there
Sweetie Belle: Imagine you're a cuckoo clock
Smudger: I'm not a cuckoo clock

Amy: All day long, you go tick tock (tick tock)

Army and Marcela: Close you eyes and wish real hard

Barney: A cuckoo clock is what you are

Scootaloo: Imagine you're a bird that flies

Smudger: I'm not a bird that flies

Skyla: Soaring high up through the sky

Amy and Marcela: Spread your wings and feel so free

Barney: A bird is what you're bound to be

[Barney, Amy, Marcel, CMC, Button, Nyx, Skyla, Yuna, Snowdrop, and the Pets]
Imagine, imagine,
And you can be anything you choose
Imagine, imagine,
Just be sure you never lose the power to...
Amy: Imagine you're an elephant (I'm a giant elephant)
Marcela: Carrying a big long trunk (Thunk
 Amy: It's with me everywhere I go
Smudger: No
Barney: Who's to say it isn't so (Let's Go!)
Amy: I'm sliding down a chiminey
Smudger: I don't see a chimney
Marcela: Woopie, Whee! Look at me!
Smudger: That's a hay chute
Amy and Marcela: No it's not!)
Barney: It's what they say it is (That's what!)
[Barney, Amy, Marcel, CMC, Button, Nyx, Skyla, Yuna, Snowdrop, and the Pets]
Imagine, imagine,
And life becomes a wonderful surprise
Imagine, imagine,
and dreams appear before your eyes
Smudger: I can't imagine
Barney: Doesn't matter where you are
Make believe and there you are
You can be most anywhere,
When your imagination takes you there
Smudger: I'm sorry, I just don't get this whole "imagination" thing.
Barney: You can try.

Smudger: I don't know, I really don't know.

Duke: Listen youngster, if you think you can, you will. But if you think you can't, you won't. But either way, you're right.

Smudger: You don't actually believe that, do you Dukey?

Duke: I know it.

Smudger: Alright, I'll imagine. [grabs a hula hoop] Guess which planet I am. [spins around and sees that no one gets it] What? It's Saturn! Don't you even get it? I'm imagining Saturn!

Duke: We know which planet you were. Now, shall we get some seats at the magic show?

Sunil Nevla: You read my mind, let's go! [races off, laughing]

Peter Sam: I think Sunil is really gonna be as giddy as a school foal.

Sunil Nevla: [thinking] Oh boy! A real magic show, maybe afterwards I can show that magician some of my tricks! [tries to do something] Alright, let's start with a simple trick. [he then taps the brim of a top hat but it then fades away] Oh, not again.

Sir Handel: Let's leave the magic tricks till after the show Sunil.

Sunil Nevla: Yeah, good idea.

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