As the bumbles close in on the hole's mouth, Megan makes the furbob's decision for him and drags him down by his foot. Inside, it's shown that the hole opens onto a tunnel dug by the stonebacks, with hot springs to finally melt the honey off the Flutter Ponies' wings. The furbob cowers in terror from being close to his old foes, but Megan points out that going back up to the bumbles is hardly a better choice. They then start closing up the hole. Topside, the bumbles argue about how to get the ponies and the Sunstone back. Queen Bumble tries to get her minion Pointer to go down to get the stone until he plays on her vanity to get her to do it instead, but she gets stuck in the hole when she tries to go down.
Back underground, after the furbob explains how the furbobs always irritate the stonebacks before they destroy the formers' home, Megan realizes that the stonebacks are trying to befriend the furbobs but can't explain this because they can't speak, and the furbobs' responses anger them into attacking. The furbob rejects this explanation, but is brought around to Megan's side after a quick song number. With time until sunset running short, the flutter ponies use the Utter Flutter to cool the scorching Sunstone down and the group runs off down a tunnel to Flutter Valley. Above, the bumbles decide to head to Flutter Valley as well to cut the heroes off.
In the valley aforementioned, the Hydia and Reeka are watching Draggle run around with a huge book on her head as punishment for letting the ponies escape earlier. Reeka sees the flutter ponies arrive, and Hydia sends Ahgg off to intercept after feeding him a potion to negate his weakness to tickling.
On the heroes' end, Sting takes the green furbob back to Furbobia to get the others to help. As the others approach Flutter Valley, they see Ahgg blocking the pass. Megan tries to exploit the weakness to tickling she learned about in the movie, but Hydia's potion works to counteract it and it seems there's no way to get past him, and sunset is fast approaching...
This episode contains examples of:
- Art Shift: Megan's song is animated in a much more simplistic, stylized and flat style, reminiscent of simple drawings.
- Call-Back: Ahgg's vulnerability to tickles is brought up again.
- Help, I'm Stuck!: When Queen Bumble tries to head down the hole to pursue the main characters, her... generous... girth causes her to get stuck halfway in and requires her minions to pull her back out.
- The Power of Friendship: "Imagine you were friends".
- Removed Achilles' Heel: Hydia gives Ahgg a potion that removes his normal weakness to tickling. This becomes an issue for the heroes when they find him guarding the valley entrance and Megan's previous strategy for getting past him — tickling him his legs — fails to work.
- The Reveal: It turns out here that Stonebacks have been actually Good All Along.
