The story begins as the peaceful ponies of Dream Valley are attacked by monsters, led by Scorpan, who kidnap several ponies and take them away to Midnight Castle. Enraged, Firefly, a Pegasus pony, takes to the skies to try to find someone who can help them defeat Tirek, a centaur-like demon whose plan is to use these ponies to pull his chariot of darkness. On her way, she crashes into 12-year-old Megan's well and asks her for her help. Megan is at first reluctant to go but after being confronted by the monsters, she sets out with the ponies to rescue them.
At Midnight Castle, Tirek has the smallest pony, Ember, taken to the dungeons, and uses the Rainbow of Darkness to turn the other three ponies Scorpan captured into dragons. He tells Scorpan to bring him a fourth pony by midnight, threatening to behead his friend, the baby dragon Spike.
Megan, Firefly, and the ponies Applejack, Twilight, and Bow Tie go to see the Moochick, who has magic powers and might know how to defeat Tirek. On the way, Applejack falls off a bridge into the river and Megan jumps after her, from which they are rescued by the Sea Ponies, who tell them to call on them if they need help again. Megan and the ponies find the Moochick, who says that to defeat Tirek they must take away his Rainbow of Darkness, which gives him his power. He also gives them the Rainbow of Light, which can help defeat Tirek.
Arriving at Midnight Castle, Megan and the ponies cross the moat of raging water with help from the Sea Ponies. Meanwhile, Scorpan fails to get a fourth pony for Tirek, who threatens Spike again. Scorpan releases Spike and Ember from the dungeons. Applejack is captured by Tirek, who turns her into a dragon. Scorpan enters, attacks Tirek's guards, and runs outside with Megan and the ponies. With four corrupted ponies, Tirek rides his Chariot of Midnight. Tirek defeats Scorpan, nearly killing him, while Megan rides Firefly and knocks the Rainbow of Darkness out of Tirek's hand. The ponies fight Tirek's guards over the Rainbow of Darkness, but in the end, Tirek gets it back. Megan unleashes the Rainbow of Light, which does nothing at first. Tirek uses the Rainbow of Darkness on the Rainbow of Light, which fights back, overpowers the Rainbow of Darkness, and destroys Tirek. Everything Tirek transformed with the Rainbow of Darkness is restored to its original state, including the ponies and Scorpan, whose original form is a prince. Spike, however, has always been a baby dragon.Sandy Duncan as Firefly and Applejack
Tony Randall as The Moochick
Charlie Adler as Spike
Tammy Amerson as Megan
Victor Caroli as Tirek
Laura Dean as Twilight and Bow Tie
Yolanda Brica Lee Lewis
Lynne Lipton as Ember
Gerrianne Raphael as Sealight
Ron Taylor as Scorpan
- "My Little Pony Opening Chorus"
- "Dancing on Air" - Megan and Firefly
- "Little Piece of Rainbow" - Moochick
- "Call Upon the Sea Ponies" - Sea Ponies
Lauren Faust got much inspiration for My Little Pony: Friendship Is Magic from the special, My Little Pony: Rescue From Midnight Castle (1984), and the 1986 television series. She gave similar personalities to the new generation of ponies from the older series and specials, making them live on for a new generation. Tirek also appears in the two-part season 4 finale, "Twilight's Kingdom", as the main antagonist, while Scorpan is mentioned as well.