When Fluttershy gives the students ladybugs to care for in a school assignment, Twilight freaks out. Afraid of ladybugs since she was a filly, she finally goes to guidance counsellor Starlight for some help getting over her fear. Starlight hypnotizes Twilight, but Pinkie bursts in just as Twilight is receptive to subliminal suggestions - resulting in Twilight gaining a strange impulse to fly ladybug kites and yell at them.