Twilight Sparkle stares at you while I play fitting music

[Rokinroxy1]

Shart- when you poop and fart at the same time.

[MrCrazyian123]

Freaky Fred still haunts my Dreams.

And now this will too.......

[PikaMewPokeTrainer]

haha, Fred, from Courage the Cowardly dog. XD

[RIFFSUAREZ]

*Fluttershy yay* as you've combined two of my favorite shows!

[notadoublenagger]

i love COURAGE THE COWARDLY DOG!

[DrakonumBlade]

that look is both hysterical and flat out terrifying and the same time

[americangirllover815]

This made me laugh so hard I almost woke up my mom

[Malckeor]

......

Fuck sleep.

[FedericoJuega]

HOLY FUCK Y STOP THE VIDEO AND IT DON'T STOP OMG LALALALLALALAL

[KitsuneNoKurayami]

Oh god.....I'm scared now...

[SHADOWSONIc4]

NEW COMER WEEGEE

[IamAvian]

Im afraid to look behind me right now... Thanks

[TheElectricBubbles]

Scroll back up to the video you pussy

[Zigazgman1]

@TheElectricBubbles How did you know?

[TheElectricBubbles]

@Zigazgman1 I know all

[jjmp1994]

I... should not have watched this at midnight.

[2FunnyVersionIV]

Epic Twilight Sparkle rape face!

[umbra1deus]

Why did I read the tags? WHY?!?!

[geriscent]

shes watching you right into your soul!

[tallbutshort111]

shit im outta here

[CuteNeko12]

Me: La la la la la la la la la l- WTH!!

[superfaststar]

sure it didnt need to sleep tonight anyway

[nuclearzeon]

MY LITTLE PONY SCARES ME! (cries)

[Jimmeh114]

am i the only one who expected the Lavender Town music?

[TwilightSparkleVideo]

this is crepy lol

[Sh00peh]

I cant believe people even remember courage the cowardly dog. Well ya know. Other then me.

[nikodem123asdf]

@Sh00peh I loved the cowardly dog it was just the right amount of creepiness, cheezyness and adorableness i love

[Anglomachian]

This video, but with the song "Nightmare" by brainbug

[Anglomachian]

F-F-F-F-F-Freaky F-F-F-Fred...!!!!!

Apart from Return-the-Slab Ramses, Freaky Fred freaked me out more than any other Courage character O.o

[deathgrip21000]

oh f*ck *runs for his life* fuuuuuuuuuuuuuuuuuuuuuuu-

[dahalonut]

who needs sleep?

[AlexanderT21]

Play the Joker's theme from The Dark Knight over the image >.>

[CapnE625]

Freaky Fred a.k.a Gary Busey is too busy shaving Courage to give two shits about ponies XD.

[manof30]

Well, off to Danvers State Hospital!

(Google it. Birthplace of the lobotomy!)

[TDAurock]

Everyone's too busy staring at twighlight's creepy as hay face to notice she has three ears!

[TheNathvar]

I really think Twilight going crazy was perfect with this face.

BTW what's all this "...naughty" stuff from?

[Comisut]

i didn't want to sleep anyway. im just mentally scared.

[TheUnicornCannon]

Twilight just saw that little pony's mane... And it made her feel very... Naaaauuuughty...

[Oliver3168Large]

looks like twilight was being a bit... naughty

[humanoidtyphoon22]

Derp!

[drbreefree]

SMILE!! CELESTIA LOVES YOU!!!

[TnTgurl22]

oh my gawd! when did MLP get creepy???

[deathgrip21000]

dont look into the eyes its creepy as hell

[GraceTopaz14]

On behalf of te uploader i would like to appologise to all of the people who wont be able to sleep

[roflc0pter117]

I dont need to sleep tonight.... its only 1:56 pm!

3 seconds laterrrrrrrr

*Crying in a corner*

[AmaraTheHedgehog2345]

I watched this, and staring into her eyes taught me something. Never trust a my little pony. They go psycho every chance they get. ^^;

[MareInTheMoon]

@KhaledAlAsad Shame I missed that one, his account got b&.

[NintenNessLucas64]

As I said, my name is Fred,

Narrating a story 'fore you go to bed,

Of a pony with wings and a cone on her head

Who acted very naughtyyyyyyy.

Friendship is Magic, so they say,

It has taught Twi lessons to help on her way.

But Celestia decided to troll her this day,

And Twi began acting naughtyyyyyyy.

[zenegermen]

@NintenNessLucas64

Good old memories of good old chartoons. I just loved Courage.:D Now that it is over never to be seen. Saaaaaad isn't it?

[KarrieDreammind5]

COURAGE!!! :D

[pkmnTrainerCrystal]

O.O

* lavender town music*: O.O

* this vid + lavender town theme*: ha ha ha ha ha ha ha!!!!

[toocheaptobuyatripod]

At your birthday party!

[rodoscrypt]

Lies. She's staring at EVERYWHERE but me.

[6pinkUnicorns9]

my rape face

[Welljusthi]

I will never go to sleep ever again 0.0

[agrimmon]

OMG Freaky Fred! I loved that show.

[jamieboo1000]

ehhhhhhhhhh OoO

[MrJamiedude]

so..... she smiling. well i think she likes the new vibrator!!

[Spyridonian]

I see ponies

[Dorkfish2009]

I didn't need to sleep tonight... No, not at all.

[diva10157]

and in the end, the featured video is 'the turkey song'

[Meow4evr]

It was just a short time ago,

before Twilight changed into a psycho.

But then she forgot to send her memo,

and got a little.. Naaaughtyy...

[AmpleIce]

@Meow4evr That is the best response I have ever heard. O:

[mpatel96]

@Meow4evr Oh mah gash thats hilarious XD

[Braleven]

@Meow4evr

>Naaaughtyy

>69 thumbs up

imokaywiththis.jpg

[lovevideogames1]

This reminded me of my video ''Remilia Scarlet looks very creepy while I play FITTING music'' except by the fact that this video is even creepier...

[inkbrony]

I shall not sleep tonight,

[sephirothkly]

Owww Uncle fred song from Courage =D

[DAVEKLOKForTheHorde]

I'm on the weird side of YouTube again...

[PinkiePiexd99]

oh my

[Nexus5001]

and this made her very...naughty

[Flumpor]

Crack is tough shit

[TheNummerXIII]

this...is...disturbing...

[TheMysticCore]

This made my dick rock hard

[WarLordPing]

._. Scary..

[neglas123]

the title was missLeading

[amno96]

and here thinking this show was 4 little girls only...

[KhaledAlAsad]

@amno96 It was supposed to be a little girls show?

[claire0rockz]

@amno96 Lol actually the only people I know that watch it are the guys in 11th grade with me

[xXNikkiW1995Xx]

@amno96 >this show was for little girls only

>for little girls only

>little girls only

YOU MUST BE NEW HERE.

[amno96]

@xXNikkiW1995Xx um no.... im just sayin how is this even marked as a kids show???

[atombomb54847]

hey look it's the cat from alice and wonderland

[charnmp]

ive come to have a shock

as time passes on the clock

no time for fun or party

must not be taaaaaarrrrrrdy

[omegaprim]

@charnmp If I become too tardy

Because of my fun party

Then of course

I'll become craaaaaaaaaaaaaazzzzzzzzzzyyyy­yyyyyyyyyyyyyy.......

[CapeFox85]

Jesus, if this was a shocker video I think I wouldve thrown my laptop and the sun.

[supermalikXL]

the cowardly dog

[arieatsferrari]

im scared now

[GforceBK]

DEMON HORSE!!! KILL IT!!!

[TheSlenderFan]

Where are the fucking numbers

[MrTosh9]

so this is the thing in my nightmares

[allantetaylor3692]

someones been NAAAAAUUUUUGHHHHHTTTTTYYY

[SuperBloodysniper]

I can't pause OMG!

[gherrenful]

the walls have broken must use creepy stare

[SonicsSuit4]

I've seen this episode so many times yet I don't know the name of the episode, whats the name?

[princesscelestia1]

Dear God she's staring in my soul!

[VinaciousV]

*DOG

[VinaciousV]

COURAGE THE COWARDLY DO - FRED'S THEME

[xXPurpleLoliTranceXx]

.................. What.

[TheAle89515]

... they are alllllll against meeeee....

.... they all must diiiiiiie....

[lightningalaxy]

What song is this??

[pinkcatstar123]

@lightningalaxy its from courage the cowardly dog

[tigerlep9]

u think the boogyman is scary plz she is the boogyman's boogyman

[thegrief13]

im sorry friends, my names not fred

what you may not know is that he's dead.

before you ask, ill tell you ahead,

that i was feeling a bit.... NAAUUGHTYYYYY

[darkbringer117]

Well...... That was Fu.cking Creepy......

[ConnorRadcliffe]

IM NOT CRAZY

[GlavTech]

Is that song from Doctor Who? The episode with the wood people? o.o

[thegrief13]

@GlavTech nope, old courage the cowardly dog episode with Fred

[balfanghellfire]

@GlavTech it is from courage the cowardly dog. it is the episode with a guy named fred and how he is naughty.

[GIRBITES45]

#16 vid

[Canseedeadpeople1]

I FIND IT ODD THAT THE MOMENT I WATCHED THIS I GIGGILED

[kitty19181]

Twilightmena Sparkle Pie.

[eclipsedragonwing]

I stared at the video the whole time.

Halfway through: SWEET MOTHER OF PEARL SHE'S STARING INTO MY SOUL!!!!

By the end of the video, i was shaking in my hooves.

[igothitwithabulb]

Her having two ears only makes this creepier.

[Ignore14]

i'm feeling very.... NAUUGGHHHHHHTYYYYYYYYY

[Funkls15]

I backed up, but she just kept getting closer...

[MegaMonkeyTrouble]

@Funkls15 So it wasn't just me?

[WesleyB1994]

In the words of Courage AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA­AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA­AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA­AAAAAAAAAAAAAAAAAAAAAAAAAAAAAA­AAAAAHHHHHHHHHHHHHHHHHHHHHHHHH­HHHHHHHHHHHHHHHHHHHHH

[MaXuaK21]

parts like this are the only parts that i am even close to liking

BEN drowned

I feel .........H.A.P.P.PY

[IAmInHurt]

a pony was she

studying so elegentally

which of course encouraged me

to be

QUITE NAUUUUGGGGHHHTYYYYYY

[matrixphijr]

Fourth wall: *CRACK* *SHATTER*

Fifth wall: *BOOM*

Sixth wall: *CREEEEEEEAK* *SNAP*

Seventh, eighth, ninth, and tenth walls: *BOOM* *CRASH* *BANG* *WHAM*

GENTLEMEN, SHE'S BROKEN THROUGH OUR DEFENSES! STAND YOUR GROUND! WE MUST HOLD THE LINE! DO NOT WAVER!

*Explosion* *Several simultaneous thuds*

Shit...

[KhaledAlAsad]

@matrixphijr oooh, MY LEG!

[matrixphijr]

@KhaledAlAsad What? Stray arrow?

[Toonlink123456789]

@KhaledAlAsad rev up those fryers!

[notbobby125]

@KhaledAlAsad Well, I guess you took a Twilight to the...

*Twilight is right behind me*

What are you staring at?

[matrixphijr]

@KhaledAlAsad Specifically your knee?

[secretbloxer]

@matrixphijr I used to defend the fourth wall, then I took a crazy fucking pony to the eyes

[dexteralexandria]

@matrixphijr SEND THE CELESTIA MISSILE GO GO GO! DAMN! HURRY!

[matrixphijr]

@dexteralexandria Wait, she's on our side?

GO GO GO! MOVE MOVE MOVE!

*Trollestia*

*Is remembered in history books as the worst General ever*

[ryanclemons1]

@matrixphijr im in a magic room and only magic can get rid of it and it's not like she knows magic right?.....right? *Crack* HOW IN THE!

[thorandil1]

My soul... my soul... she is staring into my SOUL! HOW IS THIS POSSIBLE??! I'M A GINGER BUT SOMEHOW I FEEL HER STARING INTO MY SOUL!!!! WHATS GOING ON?! *slams head against desk*

[xMercinary13x]

My name is Fred... and I feel very... nnnnnaughty.

[ODarkDragon360]

Dangit Courage...

[RekinSharky]

This is actually disturbing. What have you done?

[991Ivo]

NOW I CANT SLEEP TONIGHT!

[bestbidio]

she's freakkkkkkkkkkyyyyyyyy

[delamar1994]

Naghty freed you do it again

[narut0cska]

Twilight the cowardly pony?

[dracoraun]

I refuse to go further into the weird part of youtube!

[ihadacatfirst]

O_O

[atticusxoxo]

that was creepy and creepy music say bubye to me sleep tonight

[Gagaloopony]

I was planning to sleep tonight, but you know, whatever

[helgenarin]

My brain is fucked up :S

[MasterGojo]

Courage the Cowardly Dog references all up in mah My Little Pony!

[codbarley]

courage

[SweetsandDeath51]

Then one day she decided to get a bit......NAUGHTYYYY.

[CrashSucksMariosaGOD]

.....~SĦ͓Έ︣ ϖɧȱ W҉︢ӐI͖͆Ҭ̮̀̈́͒TŞ ̙̓B︡Ȅ͓︣ʜ͓͙̽͂EҊINٴĐ͖ Ţ᷁ң͚͙᷉͂Ӗ᷆E ѡ҈᷿Аֹ͌Lֺ͇ᴌ~....

TWILG͏Ó

TWILG͏Ó

W҉︢ӐI͖͆Ҭ̮̀̈́͒TŞ ̙̓B︡Ȅ͓︣ʜ͓͙̽͂EҊINٴĐ͖ Ţ᷁ң͚͙᷉͂Ӗ᷆E ѡ҈᷿Аֹ͌Lֺ͇ᴌ~....

[CrashSucksMariosaGOD]

sheͭ̌ͩ̑ͣ͞ ̌ͪ̆͌̀wͥ̉̊͜a̐̔̈ͥ̋ï̴̿͗ṫͯ̔̃̒͒҉s­̢͆ͣ͆̾̅ͣͩ ̶b̆̆́̌ͣ͂eh̓̊ͨͯiͤ̇̂̑̏͌̏nͮ̓͛̽̄d ̑ͯ͐t͂h҉e̽͌͌ ̨̍̂ͣͫͣw̢̔͗͛̉̿ͥa̷ͦ̔͋̒ͩĺ͊̀̏͝l̾͘

[CrashSucksMariosaGOD]

TWIL̢GO ͠is not goi̶ng ͞t҉o͞ ͘te̛ll͜ ̀y͞ou ̴w̵ha̡t͡ TWILG͏Ó ͢i̢s, for ҉TWIL͟GO͘ i͘s̸ not. TWILG͝O̕ is ̢ǹot͏ à g͡o͞od҉ t̨hin͠g͘.͜ ̵ ҉TWIL̕GO͢ ҉is̸ no͟t͏ /̀x/ ̵o̡r ̛S̀A.͠ ͏ TWIL͡GO͘ ͡is͞ n̷o̧t ̢u̕nt̸i̴l

[Xorcrupt]

Twilight Sparkle has been... Naaaughty. |:)

[butterflybaby1975]

o.o -pisses pants- O.O'

[ToadzAndMudkipz]

Twilight's not staring at us....

She's staring to the left and right, look at her eyes.

PROBLEM? o3o

[CrashSucksMariosaGOD]

You could not grasp the true form of Twilight Spargas....

SHIT, wrong meme.

[girlovesbacon]

....OH MY GOD SHES GETTING CLOSER! *hides under bed then remembers Pinkie*

HHAHAHAHA TWILIGHT YOU LOOK FUNNY!

[jasmine5499]

its ok sleeping isnt that cool anymore anyway

[sharinganwarrior77]

Looks like Twilight Sparkle been Naaaaauuuuuugggghhhty!

[d3nyd]

She isn't technically staring at me.

[lXxMasterShakexXl]

you guys really have too much time on your hands to create some story on a youtube comment box seriously...

[MrFrinkelbumper]

Where is this music from? I swear I've heard it before...

[ForeverOdin]

@MrFrinkelbumper Freaky Fred epp of Courage. (Naaauuuugghhty)

[4321IronMaiden]

I have the weirdest boner right now

[LPSPUPPIES101]

twilight: hE HE CUPCAKES CUPCAKEs

Pinkie pie: u ok

twi: CUPCAKES

pinkie:u like 2 make pony cupcakes

twi: yes

pinkie: I DO 2 LETs START WITH RAINBOW DASH

twi: ok

pinkie and twilight: -make cupcakes out of rainbow dash-

pinkie and twilight: -giggle while eating rainbow dash cupcakes-

THE END MY LITTLE PONY FRIENDSHIP IS KILLING MWAHAHAHA XD

[zexi1010]

but i. and he. but she. SAFE ROOM.

[TheChaoGirl]

this gave me and my friends nightmares exept my friends was pinkie pie when she goes " oh there not that bad"...

[StarryWantsAHug]

I don't need to sleep. No I don't. -hides in corner-

[rayraz]

If only this video will loop

[RobloxManiac13]

Ok... Who cloned Twilight with Staregineer DNA?

[jackielantern6]

This story may fill you with dread

No,it's not about the barber, Fred

It's about me,Twilight Sparkle

And I have been...Naaaaaauuuuughty