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Keep Calm and Flutter On

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Keep Calm and Flutter On
Discord sweet talks Fluttershy S03E10
Season №: 3
Season episode №: 10
Overall episode №: 62
Original airdate: January 19, 2013
Story by: Teddy Antonio
Written by: Dave Polsky
Storyboard: Lih Liau and Marshall Fels Elliot[1]
Featured characters: Discord
See also
animation errorsstatisticsspeculation
Episode guide
Spike at Your Service
Just for Sidekicks
Keep Calm and Flutter On is the tenth episode of the third season of My Little Pony Friendship is Magic and the sixty-second episode overall. In this episode, Twilight Sparkle and her friends are given a task by Princess Celestia to reform Discord. However, Fluttershy is the only one willing to give him a chance. The title of the episode alludes to the 1939 British WWII motivational poster Keep Calm and Carry On, which has also been alluded to by licensed merchandise.

Production and development

During the week leading up to the episode's scheduled premiere, story editor[2] and head writer Meghan McCarthy wrote on Twitter that the premise for the episode was submitted on September 28, 2011.[3] Following the episode's initial announcement, she wrote on Twitter that the episode originally had a "much longer and much more plot revealing" title,[4] and show layout supervisor Tim Stuby wrote on Twitter that the title "might have been changed post-layout stage."[5] After the airing of the episode, McCarthy wrote on Twitter that the original title was Fluttershy's Home for Reformed Draconequi,[6] and later, she wrote on Twitter that the premise was "developed internally with someone who was going to be paid to work on it, not an unsolicited submission."[7]

The episode is listed on both the iTunes Store and Zap2it as the eleventh episode of the third season,[8][9] and the keywords of Hasbro's YouTube upload of a clip from the episode include "Ep 311".[10] Show storyboard artist Raven Molisee listed the episode as number 311 on deviantART.[1]


An "important visitor"

Stone Discord arrives to Ponyville S3E10

Now there's a face we haven't seen in a while.

In a field just outside Ponyville, Twilight Sparkle, Spike, Rarity, Rainbow Dash, and Pinkie Pie are awaiting the arrival of Princess Celestia; Pinkie even got her hooves shined for the occasion. Twilight wonders why the princess is taking so long and notes Applejack and Fluttershy's absence, to which Rarity explains that Fluttershy is assisting Applejack with a "mishap at Sweet Apple Acres" and assures they'll both be along shortly. Twilight points out that the princess' being late could be due to the presence of an important visitor, and she and her friends speculate who it could be. Spike gasps at something off-screen: something with "a deer antler, a goat leg, a bat wing, and a snake tail". Twilight quickly deduces that he's describing Discord, and she and Rarity brush off the notion. But as they turn around they are shocked by what Princess Celestia has with her.

Reforming chaos incarnate

Princess Celestia "Fluttershy may know best" S03E10

Celestia thinks that Fluttershy is the one who can reform Discord.

Twilight unintentionally snaps at Celestia for bringing Discord to Ponyville; her friends each have their own reservations about this as well. The princess understands the risks and explains that she has a use for Discord's magic if it can be reformed to serve good instead of evil, and entrusts Twilight and her friends with that very task. Twilight is still unsure, but supposes that, should things get out of hand, the Elements of Harmony could be used to imprison Discord again. As a precaution, Princess Celestia has even charmed the Elements to be immune to Discord's trickery. Celestia then asks where Fluttershy is, believing her to know best how to begin reforming the spirit of chaos.

At Sweet Apple Acres, Fluttershy is settling a dispute between Applejack and an angry beaver; the construction of a dam has caused a stream to get backed up and flood the surrounding orchard. The beaver, a "Mr. Beaverton Beaverteeth", agrees to move the dam, but only once Applejack apologizes for calling him a "nuisance". Applejack then shouts that he's lucky that she didn't call him a varmint. The beaver responds with some very unkind words that Fluttershy feels best left untranslated, and then gives Applejack a glare.  After some pride-swallowing, Applejack agrees, but Fluttershy quickly reminds her to not retaliate when the beaver blows a raspberry as a parting shot.  Examining the dam, the beaver then pulls out a key twig and the entire dam breaks apart. Applejack thanks Fluttershy for her help before Rainbow Dash appears to retrieve the two "slackers".

Discord freed at last S03E10

Discord lives again!

At first, Fluttershy is hesitant to accept such a task as great as reforming Discord, but Celestia's trust in her gives Fluttershy some confidence. The princess takes her leave for Canterlot and leaves the rest to Twilight and her friends. They harness the power of the Elements of Harmony to set Discord free, and upon awakening, Discord wastes no time in transforming nearby woodland creatures with his magic, playing it off as stretching. He reveals that he was consciously aware during his imprisonment and laughs off the idea of being reformed, especially the ponies' faith in Fluttershy, considering he is impervious to her "Stare". But Twilight makes clear the conditions of Discord's freedom: behave, or it's back to being frozen in stone. Discord relents to these conditions, but not before entrancing a group of beavers behind the ponies' backs, and resigns himself to crashing at Fluttershy's cottage for the duration of his rehabilitation.

On the road to "recovery"

Discord 'There, all better' S3E10

Discord with a "Discord lamp" that he made after "accidentally" knocking over Fluttershy's lamp.

Fluttershy tidies up around her cottage to make it hospitable for her new house guest. Angel Bunny immediately expresses resentment toward Discord's presence. Despite the rabbit's grumbling and the disapproving glares of Fluttershy's friends, Discord has quickly made himself comfortable. None of the ponies (except Fluttershy) believe a word he says to defend himself and take their leave of the cottage. Twilight speaks with Fluttershy one last time before leaving: Fluttershy believes the key to reforming Discord is to become his friend. Twilight has her doubts, but otherwise trusts in Fluttershy's judgment and assures that she and the others will be ready with the Elements if they're needed outside.

Rainbow Dash convinces the others that they'll need a backup plan if (and when) Fluttershy's plan of befriending Discord doesn't work, and Twilight has just the plan in mind.

After briefly addressing Discord's act of eating paper, Fluttershy excuses herself from the house and tells him to make himself at home. Once she's left, Discord reveals to Angel that he's indeed deceiving Fluttershy and relishes in this fact, all while harassing and frightening the poor bunny. Meanwhile, at the library, Twilight looks through book after book in search of a reforming spell, but finds that all the pages pertaining to such a spell have been torn out, which explains the paper Discord was eating earlier.

Discord and Fluttershy in spinning cottage S03E10

Discord uses his magic to spin Fluttershy's house around.

Fluttershy returns home to find that her cottage has been literally turned upside-down, set in a slow rotation above the ground, but having told Discord to make himself at home, she allows it as long as it makes him comfortable. Discord comments on Fluttershy's boundless kindness, regards the rest of her friends as "nasty" and tricks her into thinking her efforts at reforming him are beginning to work. Twilight and Spike arrive, and Fluttershy tells them that they're making progress. Naturally, Twilight and Spike are skeptical. When they inform her that all the reforming spells in the library were torn out, Fluttershy mentions Discord's earlier paper-eating (to Twilight's absolute horror) but says that there's no need for such a spell. To prove this, she tells Twilight to bring their friends to the cottage that evening for a dinner party.

A dinner party with Discord

Twilight and Spike arrive at the cottage with the rest of the ponies, still wearing the Elements of Harmony. Discord greets them at the door and welcomes them inside. In contrast to how it appeared earlier, the inside of the cottage is decorated lavishly, with a large dinner table, cushions, and a chandelier. Twilight instructs her friends to not let their guards down.

Main cast and Discord around the dinner table S03E10

The dinner party.

The dinner party goes about as well as one would expect a dinner party hosted by the spirit of chaos would: kitchen and tableware spring to life and spray everypony with hot gravy and soup. Rainbow Dash has reached her limit and outs Discord as the mischief maker he is and always will be. Fluttershy calls out her friends for not giving Discord a chance; when asked why she was going to such lengths, she says it's because that's what friends do.

The idea of being Fluttershy's friend makes Discord pause; he's never had a true friend before. Then Angel suddenly bursts in and, through a bout of charades, informs the ponies that Sweet Apple Acres is being flooded. Rainbow Dash points to Discord as the cause, and she and her friends leave to see to it, leaving him and Fluttershy behind.

Chaos or friendship?

Discord points to the Element of Kindness S03E10

"I ask that you never use your Element of Harmony against me."

Sweet Apple Acres is completely flooded by the time Twilight and the others arrive; Big McIntosh, Apple Bloom, and Granny Smith are floating in large wooden tubs and salvaging whatever amount of apples they can, and the beavers that Discord entranced earlier have constructed large, multiple dams across all the streams crossing the farm. Fluttershy attempts to talk to the beavers, but with no success. Rainbow Dash asks if she knows this is all Discord's work, but she retorts that of course she's known all along: do they take her to be a silly, gullible fool?  Her entire aim is to befriend him any way she can, so he in turn would come to trust and listen to her.  As is his way, Discord revels in the chaos that he's created. Deciding that now is the time to see if she was right, Fluttershy tells him to fix it, and Discord agrees to comply - on the condition that Fluttershy never use the Element of Kindness against him, as a "sign of [their] friendship". Much to her friends' shock, Fluttershy agrees.

Instead of keeping to his word, Discord proceeds to freeze over Sweet Apple Acres into an ice- and snow-covered landscape, believing he's won. Fluttershy becomes visibly angry by this deception, but abides by her promise not to use the Element of Kindness, accepting a set of ice skates Discord conjured up. Discord wallows in his apparent victory, taking advantage of Fluttershy's friendship, and his freedom before Fluttershy announces she is not Discord's friend, throwing the skates down and away onto the ice. Discord shrugs off her anger, taunting over her as she walks away.  He asks if she truly believed that she could "boss him around" as he puts it, do what she asked because she asked, or that he even cares that he'll lose his first and only friend.

Main cast and Discord make peace S03E10

The ponies, Spike and Discord make peace.

But then, Discord has an epiphany: as he looks over at the abandoned skates he gave her, he finally understands the consequences of his actions - and realizes that he actually does value her friendship. Feeling ashamed and with his eyes welling up with tears, Discord reverses all he has created in a burst of light and returns Sweet Apple Acres to normal.
"I liked it better my way, but...I guess when you're friends, you can't always have things exactly your way all the time, eh?"
— Discord

Discord is reformed

Discord bows to Princess Celestia S03E10

Discord: Honorary "good guy" for good.

Discord comes before the returned Princess Celestia and with a bow, officially announces to her that he's willing to use his powers for the forces of good, adding a glum "most of the time" under his breath. Celestia congratulates the ponies on a job well done, but leaves the Elements of Harmony with Twilight just in case. Twilight comments on how the princess was right about Fluttershy all along: that she would be the one to find a way to reform Discord. Treating Discord as a friend made him realize how important friendship was to him, and once he had it, he didn't want to lose it. After some encouragement from his friend, Discord states (very quickly) "Friendship is magic." Fluttershy claims that Discord can be a real sweetheart underneath. However, the others give expressions of uncertainty.


For more quotes, see the episode's transcript.
Spike: Maybe the visitor has a deer antler, a goat leg, a bat wing, and a snake tail!
Twilight Sparkle: Yeah, right. That's Discord.
Rarity: Why in the wide-wide world of Equestria would Princess Celestia bring along someone like that?
Spike: M-m-maybe you should ask...HER!
Princess Celestia: I'm fully aware that the last time Discord was here, he created serious havoc.
Rainbow Dash: If by "serious havoc" you mean "turning Ponyville into the chaos capital of the world"...
Rarity: ...and tricking us all into being the opposite of our true selves...
Pinkie Pie: And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight! Not a single dollop!
Fluttershy: But he says first you'll have to apologize for calling him "a nuisance".
Applejack: Apologize? He's lucky I didn't call him a varmint!
[beaver loudly complaining]
Fluttershy: [gasps] Mr. Beaverton Beaverteeth! Such language!
Fluttershy: You'd best watch your step, buster, or I'll give you the Stare!
Discord: The Stare? Oh no, please, not that! Anything but your disapproving eyeballs! [laughs] Oh no! No no no, stop! No, no! [strangled noises] I can't! Stop! I can't take it anymore! I'll do whatever you say! Because... [laughs] You are hilarious! [laughs]
Discord: [to audience, under his breath] Oopsie!
Pinkie Pie: Oh, what a cute little gravy boat you are! Yes you are! Yes you are!
Rainbow Dash: That's one creepy little gravy boat if you ask me.
Discord: We're friends?
Fluttershy: Why, of course! I can't remember my house being this lively before you came along.
Discord: Oh. Well, I've... never really had a friend before.
Fluttershy: Well now you do!
Rainbow Dash: You see Discord's behind all this, right?
Fluttershy: Well of course I do! Do you all think I'm a silly, gullible fool?
Rarity: Only in the sense of being silly and gullible...
Pinkie Pie: [simultaneously] Um, well...
Applejack: [simultaneously] Uh... uh, no, not exactly...
Discord: Who cares? I can do whatever I want, whenever I want, I'm Discord! The master of chaos! You think you can boss Discord around? You think I'll change all this back, because you say so! Because if I don't, I'll lose the one friend I ever had? [suddenly pauses] Huh... Oh.. Well played, Fluttershy... Well played.
Fluttershy: Go on. Say it...
Discord: [groans] Alright. [quickly] Friendship is magic.
Fluttershy: See? He can be a real sweetheart once you get to know him.


Fluttershy 'Are you alright' S3E10

Keep Calm and Flutter On image gallery


  1. 1.0 1.1 Raven Molisee (2013-01-01). MLP #s 305 306 307 308. deviantART. Retrieved on 2013 January 1.
  2. Twitter / M_A_Larson: @SweetieBotatDD @mmeghanmccarthy... (2013-01-14). Retrieved on 2013 January 15.
  3. Twitter / MMeghanMcCarthy: @Rallinale Keep Calm premise... (2013-01-13). Retrieved on 2013 January 13.
  4. Twitter / MMeghanMcCarthy: Hey #bronies -- After Jan 19th... (2012-12-24). Retrieved on 2012 December 24.
  5. Twitter / BaloneyBrony: @jordanolling Actually don't... (2012-12-26). Retrieved on 2013 January 1.
  6. Twitter / MMeghanMcCarthy: #MLPSeason3 factoid: Today's... (2013-01-19). Retrieved on 2013 January 19.
  7. MMeghanMcCarthy: @DigikaZ that was a premise... (2013-09-11). Retrieved on 2014 July 6.
  8. My Little Pony: Friendship Is Magic, Vol. 5. Retrieved on 2013 January 21.
  9. My Little Pony Friendship is Magic S03E11. Zap2it (2012-12-25). Retrieved on 2012 December 25.
  10. My Little Pony: Friendship is Magic - "Keep Calm and Flutter On" (TV Clip) (2013-01-18). Retrieved on 2013 January 18.
Episodes, films, and animated shorts
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Applebuck Season
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Griffon the Brush Off
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Look Before You Sleep
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Swarm of the Century
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Call of the Cutie
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Suited For Success
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Feeling Pinkie Keen
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Sonic Rainboom
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Stare Master
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Green Isn't Your Color
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Party of One
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The Best Night Ever
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The Mysterious Mare Do Well
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Sweet and Elite
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Secret of My Excess
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Family Appreciation Day
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Baby Cakes
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The Super Speedy Cider Squeezy 6000
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Read It and Weep
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Hearts and Hooves Day
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A Friend in Deed
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It's About Time
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MMMystery on the Friendship Express
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A Canterlot Wedding - Part 1
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A Canterlot Wedding - Part 2
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The Crystal Empire - Part 1
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Too Many Pinkie Pies
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One Bad Apple
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Magic Duel
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Sleepless in Ponyville
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Apple Family Reunion
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Spike at Your Service
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Keep Calm and Flutter On
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Just for Sidekicks
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Games Ponies Play
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Magical Mystery Cure
My Little Pony Friendship is Magic — season four
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Princess Twilight Sparkle - Part 2
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Daring Don't
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Simple Ways
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Twilight Time
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It Ain't Easy Being Breezies
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Somepony to Watch Over Me
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Maud Pie
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For Whom the Sweetie Belle Toils
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Leap of Faith
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Testing Testing 1, 2, 3
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Trade Ya!
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Inspiration Manifestation
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Equestria Games
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Twilight's Kingdom - Part 1
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Twilight's Kingdom - Part 2
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