The big brother ponies manage to open the door to Somnambula's lair, although they need some teamwork to manage its giant size. Once inside, they find the giant playground, where the kidnapped ponies are all busy indulging themselves in various activities; the unicorns, however, are all absent. The ponies present are also unnaturally aged, although they themselves refuse to acknowledge this. The big brothers prepare to rescue them, but Somnambula responds by creating vehicles, sporting equipment and other pastimes to lure them in as well. The big brothers nearly succumb, but are eventually able to shake themselves out of it and get back to the matter at hand.
... until Somnambula forces Kyrie to sing again and they instantly fall under her spell.
Somnambula leaves to check on her victims, leaving Kyrie alone. Seeing her chance, the bird breaks out of her cage and makes a dash for freedom. She meets Spike and the baby ponies, and tells them what happened. They ask her if she can break the adults out of their trances, and she admits that she might be able to by singing a different song. She's reluctant to do this, however, as she doesn't want to go anywhere near Somnambula again, but relents after much imploring.
The group heads back in, and Kyrie is able to quickly snap everyone out of their spells. After Somnambula animates the objects and buildings of the carnival and sends them against them, some of the big brothers stay behind to battle the fiends while the rest of the characters go to face Somnambula and find the unicorns. In the witch's underground lair, they find that she has been using a crystal to drain the unicorns' magic to augment her powers. She quickly cages and muzzles Kyrie, and then conjures up chains to bind the big brothers to the cave wall. Seeing the unicorns' distress, however — and especially Buttons', whom he has a crush on — Slugger is able to break free of his chain and smash the magic crystal.
With her power source gone, Somnambula's magic fails. Her creations vanish, her victims return to youth, and she herself turns back into an old crone. Defeated, she jumps onto her wagon and flees into the night, leaving the happy ponies, bird and dragon to celebrate their victory and return home.
This episode contains examples of:
- Big "NO!": Somnambula lets one out when Slugger breaks her crystal and returns her stolen youth and magic to her victims.
- Determinator: Slugger. Nothing was going to keep him from finding and saving Buttons, not even Somnabula's chains.
- Distressed Dude: The big brothers, despite starting out as would-be rescuers themselves, are snared by Somnambula's magic and need to themselves be saved by Kyrie, Spike and the baby ponies.
- Mana Drain: Somnambula is revealed to have special plans for the unicorns. Instead of simply stealing the life and youth like she does from most of her victims, she attaches them to a crystal that siphons away their magic and transfers it to herself to increment her own magical powers.
- Mistreatment-Induced Betrayal: Somnambula spends most of the past episode tormenting Kyrie and forcing her to aid in committing evil acts she doesn't want to do. In this episode, Kyrie is finally pushed past the line, escapes and helps the ponies defeat Somnambula.
- No Immortal Inertia: As soon as Somnambula's crystal is broken, she instantly loses her stolen youth and returns to being an old crone.
- No Ontological Inertia: As soon as Somnambula's crystal is broken, her victims return to physical youth and her creations vanish as if they'd never been.
- Rapid Aging: The ponies caught in the illusions become visibly older by the time the Big Brother Ponies reach them.
