Note: Credits to The Dragon Warlock, @Sepul-Coloratura, and @TheAnimationFanatic for this review.
Villains are often some of the more interesting characters in animation. Often they vary in personality, from grounded to eccentric. But the cartoon medium also gives writers an extra incentive by how amoral they can be and showing no remorse for their actions. Some of Disney's best villains like Jafar, Gaston, Honest John, Mother Gothel, and Scar are super expressive. When there's a song, they're almost always the best of the film. *points at Hellfire, Be Prepared, My Lullaby, and Poor Unfortunate Souls*
Observe FIM's villains. Initially among the weaker characters, DHX began introducing better ones in Season 5. Starlight Glimmer was the most realistic of the series, adopting a warped philosophy of friendship and brainwashing any subject who dared to question her authority. Stygian's tragic backstory and relationship with the cunning Pony of Shadows added multiple layers in a really complex season finale. FIM's villain crown belongs to Cozy, whose manipulation of everyone cleverly hid her ability to doubt friendships, cause friction, and sway ponies.
What do Cozy, Tirek, and Chrysalis have in common? They're all fallen. Cozy's manipulation abilities are greatly weakened, thanks to Grogar's lack of trust for everyone there (and Tirek and Chryssie outing her for lying about being in command). Although much healthier now, Tirek has to rely on his sanity and weightlifting instead of magic for strength and interest. Queen Chrysalis lost her hive, leadership, and pride; look no further than this outstanding callback from The Mean 6:
Chrysalis feels so powerless and out of her league that she talks to what remains of Snarkle to keep her composure. Oh, how the mighty fell, indeed.
(BTW, The Dragon Warlock suggested calling this trio the Fallen Three, and that's such a great name that until at least the finale, I'll call them that.)
Now, put them all together in one room, and what do you get? Extreme variances of eccentric personalities. From the opening shot, we as a people saw firsthand they had trouble cooperating. Cozy got Tirek in trouble for something so petty, Tirek accused her of lying, Chryssie was bored as shit. Back to this in a bit.
Grogar, the calming force of the four, is opposite all of them on the Character Wheel, mustering all he could to maintain patience and hoping his accomplices can work together with him to beat Twilight and friends. Thanks to his necklace and horns, he can intimidate them with merely a flicker of magic to keep them in line, but he understands beating them all requires teamwork and that bell he so yearns to repossess. Does he trust them? Not one bit. But he must rely on them and hope somehow their egos won't ruin everything. That's why he came up with a clever test: to test their wills and patience with each other. If they can at least try to work together, then perhaps they can scale Mount Everhoof, pierce through Gusty's powerful force field, and retrieve his Bewitching Bell.
With his test brings forth his bell's history and backstory. Beyond just his tale of what happened to it, the graphics are magnificent. Its rough edges in the first shot, parchment-colored pattern in the background, lower framerate, and flat (yet sharp) contrasts of shadow and light (with a strong exception), there's an ancient, sometimes stone-like quality in the graphics. Showing us his story, his defeat by Gusty, the Bell's near-invincibility, and Gusty's incredible wizardry authenticates his tale, which increases the show's already-rich lore even more. Transitioning styles, spending a good amount of time explaining the Bell's lore demonstrates perfectly how important that object means to him. If he ever gets it back, they're literally one step closer from re-conquering Equestria.
Returning to the Fallen Three, like I wrote before, their first appearances showed friction between them. Their appearances following the intro further expand their dynamic. Sweet, sour, and manipulative, she easily gets under Tirek's skin through her ego, high opinion of herself, and baby talking him. Patting him on his forehead like a little kitty cat and bribing her with cupcakes baits them into joining her meeting. In one minute, she pushes all the right buttons to folks more powerful than her without crossing lines. Even as they push back her lies, she immediately casts doubts and takes themselves under her miniature wings, leading to the season's best song to date.
A Better Way to Be Bad is polar opposite of Our Town. While the latter was more grounded and inspired by WWII propaganda, this is over the top and primarily comedic. With the meeting a (doubly gross! ) disaster, Cozy immediately regroups with a better plan to get everyone together (with her in charge), and the strings are a great way to introduce her intellect and sass into the song while keeping Chryssie and Tirek in check. Of course, when Tirek starts singing, the tempo increases and the comedy focuses on both him and QC trying to own each other with hilarious insults, him by claiming he's strong enough to overthrow Equestrian royalty, and her by laughing at him for getting his ass whooped.
They all have one thing in common: weaken and beat the Mane 8! But they have to get by their egos first, and this song really shows how not only how large their egos are, but also how they can use them to mock others. Tirek was so tired of Cozy's repetition that he agreed to work with her, but later competed with her and co-mocked Cozy by overtaking her song. In three minutes, her plan fails, and we're all back to square one. That said, the lyrics are phenomenal with excellent comedic timing and great music in the background to accentuate the tone. Favorite moment here's this:
And all of Cozy's faces here are really hysterical, especially when Tirek shakes her in anger!
The slapstick's also fantastic. Thanks to its light tone, they take some really nasty bumps, yet bruising only their tempers instead of their bodies. Neither Tirek nor Chrysalis stand each other, proving it by Tirek intentionally not catching her (forcing her to hit the ground hard) and QC shoving Tirek down a flight of stairs, both times with the opposite blindfolded. XD
Watch it and observe all the energy. You'll notice how much fun Vogel, Ingram, and Nashville Scoring Orchestra had in making this piece, and the same can be said with Sunni Westbrook (Cozy's VA), Kathleen Barr (QC's), and Mark Acheson (Tirek's) when singin' it.
But this song also foreshadows what they'll do at the trial. As they can't cooperate, they'd rather scale Mount Everhoof by themselves. Immediately, Vogel exposes critical weaknesses of each character and their poor planning.
Cozy attempts to butter up Rusty Bucket, who guards Mount Everhoof so no one hurts themselves climbing up. But as soon as he objects, she (hilariously) loses her temper and tries to (unsuccessfully) sneak around his house, concluding with getting caught in a massive snowball that catapults her back to camp.
On an unrelated note, Rusty refers to his copy of Twi's Friendship Journal *twitches eye* and uses a lesson written in it to emphasize why he won't let her do something so dangerous. That lesson — not to force someone to do something against their morale — is a nice, little callback to Bats's.
Originally, Queen Chrysalis would order her hive to do her bidding. Now she must scale it alone. But try as she might, the strong gusts almost injured her.
Quickly Tirek comprehended how Gusty's magic's too strong for him. So as they climb to the summit, he sits back, keeps the campfire roaring like a steam engine, and waits for them to fail. XD Why is this important? Because he's no team player, calling back to how he double-crossed Discord midway into Twilight's Kingdom, Part 2.
Another great strength of this episode, and has been for several dating back to Shadow Play, is the tight dialogue. Not only was Grogar on point in his commanding presence in his voice, but everyone else. The best example of this dialogue takes place at the campfire, both before and after Chryssie knocked out that lamia (and no, I don't care if he's technically an Ophiotaurus! He's a lamia to me!).
Cozy and Tirek's escalating argument is extremely plausible. Not only do the words and scripted actions feel bitter. Listen to them argue, too. Venom drips in every line. Cozy's at her wit's end, thanks to Tirek outwitting her and letting her be miserable as shit trying to climb Mount Everhoof. The more she devolves into a temper tantrum, the prouder he becomes, knowing he got under her skin and she can't do anything to stop him. (That little anime-like vein throbbing between her eyebrows subtly adds into her immense anger. ) On the other hand, she easily pushes a very sensitive button by talking ill of his grandma, who he still loves, as he dreams. Thank God these people are villains: Had she not be evil, her insult towards his family would be considered a low point of the show. *cough* FS bashing Rarity's and Pinkie's lives *cough*
Now, recall Better Way to Be Bad. Great song, ain't it? It also foreshadows what comes following their brief argument, which is a shared desire. Sharing stories, they show some of the best chemistry between characters in the entire series. Their hatred for the Mane Eight, Discord, and anything else good is extremely plausible; not one line feels poorly constructed or out of place. By sharing their hatred, they let their guard down just a bit to have some downtime during their quest for conquest and misery. Chrysalis's mocking of Twilight is one of the funniest moments of the season for this reason, and those whimpered lips sell the joke perfectly.
But as a massive and proud Fake and Misfuckton hater, my loudest laughs occurred when Chryssie buried Rusty's house with snow. Hopefully, that avalanche destroys the copy of that "Friendship" Journal.
*AHEM!* OK, back to the review! With the Fallen Three finally a team, they help each other climb Everhoof, showing the natural progression of their alliance that began in the first act. With each step, they accurately prove Grogar's point: By working as a team and setting their egos aside, they can conquer seemingly impossible obstacles. Gusty's wind magic was supposed to be so strong that no one could come close to his Bewitching Bell! By learning from their mistakes, they figure out how to not only use the magic to their advantage, but exploit its weaknesses.
Earlier, Chrysalis failed to fly to the other side by becoming a Roc, who was too big and too heavy. Cozy's smaller and lighter, thus can penetrate through the gust much easier. By connecting the vine from both sides of the cliff, they can climb across instead of fly or glide and successfully defend themselves from Gusty's magic.
From the climax onward's one of the greatest sequences of the series.
Gusty's force field's stronger than her gust magic. So strong that Tirek's hand nearly singed. But now more powerful than when he first met Grogar, he remains one step away from possibly penetrating it. Cozy's suggestion — borrowing QC's magic to open it — marks the perfect conclusion to Grogar's test and why he instructed them to go up there. For all we know, he could go up there himself. After all, he just rediscovered it and has already recovered enough to be stronger than the Fallen Three combined. But by placing the responsibilities on them, he forces them to have faith in each other when it's still so thin. And with her quit intellect, Cozy's not only the perfect vessel for this idea, but also making Tirek keep his promise.
Tirek's humongous form is a magnificent detail in one key way. By getting that lamia to become lustful with her, she was able to eat all that love. Recall this line.
That was no accident. By eating all of his love magic, she regenerates and becomes stronger. By absorbing her magic, he borrows the same strength she obtained from last night. So it makes sense for him to level up so easily.
By being small, she can fly through a small opening and steal back Grogar's bell with limited time. Will Anderson's score adds to the stakes the scene places. Chrysalis trusts Tirek in breaking through the force field. Tirek trusts Cozy in stealing the bell. Cozy trusts Tirek in keeping it open long enough for her to escape before Gusty's magic heals the force field.
Even after all that, Chryssie's strong enough for one more burn. XD
After everything they went through, Tirek keeps his promise and returns her magic. While I currently disagree with @Sepul-Coloratura in calling it the most powerful moment of the show in the last few years (though that may change someday, so we'll see), he's right about how powerful AND important it is. No matter how evil villains can be, they're still characters with emotion and conflict. All episode long, the Fallen Three fought with each other, then progressively became a team, and showed genuine trust with one another. Even with their evil goals, they face similar challenges like the protagonists.
Teamwork was their main goal, and they not only achieved it, but also felt happy doing it. I don't care if they're villains; one can't help but root for them. For the first time all series, they showed genuine pride for doing something good instead of bad and were *places two finger millimeters away from each other* this close to believing the true Magic of Friendship…only to hilariously relapse at the end and turn it into, perhaps, the first moral-less episode of the series.
Nevertheless, thanks to this unpredictable yet powerful moment, we must ask ourselves this question. Since the Fallen Three briefly believed the power of friendship exists, can it help them become possibly redeemable? Since Beginning of the End, they were very uneasy around Grogar. Cozy, Chrysalis, and Tirek are the top baddies of the whole series, yet sharing that humanity within difficult times makes it all the more possible for them to eventually believe the Magic of Friendship and prove they deserve a second chance.
To put this into a theory, what if Chrysalis starts to feel love as an actual emotion to obtain and share instead of steal? What if Tirek uses his brute strength and intelligence to overpower Grogar and be a matching force with Discord? What if Cozy uses her natural leadership abilities to lead everycreature out of danger or help solve a puzzle to defeat Grogar? Prior to this season, reformation made no sense. This episode changed all that instantly.
That said, there's a question mark. Grogar apparently bought into the Fallen Three's lie of failing their mission. Yea, he's happy they bonded, but unhappy that he can't get his bell back. However, he seems to be unaware that it's nearby. I mean, sure, he only rediscovered it, as written before, so the orb isn't as all-knowing as it seems. And Grogar not only told them he didn't trust them to begin the episode, but showed it, too. Had his patience not remain so strong, he'd destroy them instantaneously. On the other hand, DHX established Grogar as calculating, smart, and wise enough to not fall for anyone's tricks; it's possible he knows they plan to betray him, but will wait until the time is right. When will that be? I don't know. How will he carry out his outing of them, if possible? Ditto. We'll see.
Regardless of the circumstances, Frenemies is a major risk-taker. As the first all-villain episode of the show, it's also one of Pony's best. Fantastic humor, a lot of snappy dialogue. For the first time since Re-Mark, villains received character development; this episode developed them far beyond my imagination, incorporating a clever conflict and masterfully resolving it while maintaining their statuses. It's easy to see why the masses within the fandom adore it, and I do, too. Echoing @TheAnimationFanatic, that feeling when a villain episode teaches the qualities of teamwork objectively better than one with long-established protagonists like Complete Crap Clause… Altogether, this is one of Vogel's finest episodes and a masterclass of villainy craft. Bravo!