Author's Notes: Surprise, and happy Nightmare Night to all my readers! I know I said I would be gone for all on November...but it isn't November yet, and my inspiration was kind enough to calm down and let me finish the chapter just in time to give you some more fun to tide you over the next month!

First, I'd like to thank all the support and encouragment my reviewers have left for me regarding NaNoWriMo. It's not a 'contest' per se, since the goal isn't to beat anyone else...it's a personal undertaking, done for your own sense of satisfaction, and to help develop and maintain my writing skills. But thank you to everyone...I'm sure your encouragement will spur me on if my inspiration ever starts to fail me over the course of the month.

On that note, this is guaranteed to be my last post for a while. As I type these notes, thanks to the wonders of living in Australia, on the other side of the date line, it is well into the evening of Nightmare Night. In about 12 hours, I will be waking up and commencing my NaNoWriMo efforts, meaning Chapter 36 will most likely be arriving in early December, depending on how I feel after attempting to write 50,000 words in the space of one month.

Once again, thank you to all my readers, reviewers, etc. Since I left you all on such a cliffhanger with the last chapter, I've decided to give you a break...meaning this chapter will resolve the race for you, even if the story as a whole is still not over just yet!

Now go on and read, and once again, a happy (and frightening) Nightmare Night to all!

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Chapter 35

Ponyville Aerial Race

Pinkie's sudden start to the race caught Starfall off-guard, his brain taking a few seconds to process what Pinkie's sudden flurry of hurried syllables actually meant. By the time he had actually figured it out, Dash's faster reflexes had already pieced it together, and in an instant, the rainbow mare was gone, already zipping off for Sweet Apple Acres.

"Hey!" Starfall yelled, inwardly cursing at his horrific start to a race that was already almost guaranteed to see him lose. Knowing he could not afford to waste any more time, he took off, putting everything he could into his wings in order to pick up speed as fast as possible. Every second Rainbow Dash flew, she got further and further ahead, and even if she had to do an extra lap, her blazing start proved Starfall was going to have to give it his all just to finish one lap by the time Dash completed her second.

"And they're off!" Pinkie Pie cried, Starfall catching her commentary as he set off. "And Rainbow Dash gets off to a blazing start, with Starfall lagging behind. That's not looking good for our latest challenger, but then everypony loves a come-from-behind race, don't we, Spike?

Starfall quickly shut the voices out, flying like his life depended on it, quickly gaining enough altitude to sail across the rooftops, before putting everything he had into making himself go as fast as he possibly could. Despite all his efforts, Starfall could feel his wings simply not providing enough power...he had never been a fast flier, and this event was not only proving it once more, but showing it off to an entire town.

Starfall could feel the blush creeping onto his cheeks as the embarrassment started to take hold of him...even so, he just kept on trying. He had gotten himself into this mess...now he had to just give it his all, and hoped he did okay. That was really the best he could hope for, now.

But even as his frenzied flying took him to the outskirts of Ponyville, close to Sweet Apple Acres, he saw a streak a colour shooting off nearby, gasping as he realised it was Rainbow Dash. She had already reached the barn, and was heading for the Everfree Forest...she had already done half a lap!

He had known Dash was fast, but what he was seeing now was beyond anything he could imagine...surely she must be faster than most of Wonderbolt team to pull such a time off? Realising he was letting his focus slip, Starfall shook his head clear and pressed on, distantly hearing more of Pinkie Pie's commentary, but tuning it out as he finally reached the sprawling apple orchards, heading straight for the barn.

A small group of ponies were waiting at the barn, and started pointing and cheering as they caught sight of Starfall. Most of the cheering was simply polite, but a few ponies seemed to be genuinely trying to urge him on. It seemed that some members of Ponyville were hoping to see Rainbow Dash beaten at her own game, that her overconfidence would finally come back to haunt her.

Even at this early stage of the race, Starfall could feel his body wearing out already...but he really wanted to give his best effort, spurring himself on mentally as he swung over the barn, aiming back towards the outskirts of town, and the Everfree Forest, willing his wings to simply keep beating, even though he could tell it was a futile effort...he was already slowing down, his wings aching from the effort he was forcing upon them.

But as he returned to Ponyville, soaring over the edge of town, his ears did briefly pick up a bit of Pinkie's commentary. "And as Starfall makes his way towards the Everfree Forest, Rainbow Dash finishes her first lap! It looks like Ponyville's star pegasus is on track to beat Starfall around again...even though they aren't racing on any tracks, and certainly aren't leaving any. Hmm..."

Starfall once more shut her voice out, alarmed...he was barely even halfway around, and Rainbow Dash was already going for her second lap! Part of him wondered how such speed was even possible, while the rest of him strained, pushing himself to his limit, trying for just a little more speed. His wings were positively screaming for a break, but he knew that as embarrassing as this race was at the moment, it would be nothing compared to how he would feel if he threw in the towel and handed Rainbow the victory without even finishing.

So he did he best to ignore the pain in his wing muscles, and pushed himself on, spotting Fluttershy's cottage coming up...the end of the second leg of the race. Possibly due to its proximity to the Everfree Forest, there was a smaller crowd set up there, but they still managed to give cheers and cries of encouragement that Starfall could not ignore as he flew over, now turning back towards Ponyville's town centre, knowing that he was silently praying for a miracle if he wanted to beat Rainbow Dash now.

As Starfall reunited with the fringes of Ponyville, Pinkie Pie's commentary finally gave him the small miracle he so desperately needed. "Oh, would you look at this, Ponyvillians! Rainbow Dash has taken the turn at Sweet Apple Acres too fast! She's going to lose some time for that, but this is still a neck-and-neck race!"

Despite his exhaustion, even over a relatively short race, the knowledge that Dash had made an error, even if it was a small one, gave him a new burst of energy. But even as the crowd grew bigger and louder the closer he got to Town Hall, he could feel it...it was not enough. He was so exhausted he was all-but falling out of the air, now...his wings barely able to keep him flying, let alone manage any kind of speed.

Spike, obvious co-commentating with Pinkie, seemed to have noticed this as well. "Hold on to your hat, Pinkie! It looks like, despite Rainbow Dash's error, that Starfall has simply run out of wings! Has he run his race?"

"What? Don't be silly, Spike, I don't have a hat on!" Pinkie replied, in her usual random fashion. "And Starfall's still got two wings, see? On his back!"

Ignoring the two of them once more, Starfall looked up, able to see Town Hall in the distance, and the massive crowd gathered there, Twilight and her friends all standing right by the finish line, waiting for them. The crowd was already cheering hysterically, but Starfall could hear something else over the cheers and the wind in his ears...the distinctive sound of another fast-moving pegasus, somewhere behind him.

He risked a glance over his shoulder, and confirmed what he already knew from the sound...Rainbow Dash had recovered from her setback, reached Fluttershy's cottage, and was rapidly catching up with him. At this rate, he could see the results would be clear...it would be a close race, but Rainbow Dash would easily beat him there.

Turning his gaze forward once more, he tried to make one last effort, put in one last sprint for the finish line...but he knew it was already too late. He was exhausted, and had run the race of his life, but he was simply not good enough for this. Rainbow Dash was clearly a gifted, practised flier, and he was out of shape.

But even as his wings threatened to give out, so close to his goal, he spotted movement among the crowd near the finish line, making him look up, curious. He could see Twilight's little group, all cheering...though for whom, he could not tell. But the movement was located behind them, and the sight almost made Starfall stop in his tracks.

It was Luna...the Princess of the Night had actually come to watch, and though she was late, Starfall grimaced, realising that was probably a good thing. It meant she did not see the whole of his horrible performance, and only had to witness his inevitable defeat, as he continued to hear Rainbow Dash gaining on him.

He saw Twilight Luna lean over Twilight's shoulder, the two of them obviously speaking to each other over the shouting and cheering. Twilight seemed to say something to the Princess that got her attention, as her head suddenly snapped up, quickly looking for...and finding Starfall, still on approach, but just about ready to collapse, he was so exhausted.

For a brief moment, Starfall met Luna's gaze, and caught the look she was sending his way. It was hopeful, encouraging...she believed he still had a chance, even now. He even caught her saying something, and while he could not hear it...she was likely saying it under her breath, anyway...he read her lips well enough to figure it out.

"We believe in thee..."

It was only four unheard words, but coming from Luna, it had a greater effect than all the self-motivation and crowd cheering combined. He could not let her, of all ponies, down. Finding some last reserve of energy he wasn't aware of even existing before now, he forced his wings to once more comply with his wishes, putting on one last burst of speed, knowing Rainbow Dash was right behind him now.

"What's this?!" Spike's voice once more rang out, Starfall just barely picking up the commentary in his last, desperate attempt to prove himself to at least Luna. "I don't know how, but Starfall has found a way to put on one last burst of speed. This race is not over just yet, Pinkie!"

Starfall ignored the commentary, though, his entire focus locking in on the chequered banner in front of him, the finish line, flapping straight for it with absolutely everything he had. He was tempted to look over his shoulder and see where Rainbow Dash was, but resisted it, knowing the effort would slow him down, and likely see his whole effort end up being for nothing.

A few seconds later, he did not need to turn around to know where Dash was...he could hear her, right behind him, clearly just moments away from passing him. No! He thought desperately. Not now...not after all this! He tried to will himself to go just that little bit faster, knowing Luna was still there, still watching him...put he had already pushed himself far beyond his limit already. He just had no more to give.

As the finish line rapidly approached, Starfall's ears tracking Dash as she swung out to the side to pass him, the stallion made one last, desperate attempt to hold the lead, diving as low to the ground as he dared, using the dive to gain one last burst of speed, seeing Dash sail into his peripheral vision...

Suddenly, it was over. Starfall shot through under the finishing banner, his hooves all-but scraping the ground. From his own gaze, it was impossible for him to tell who had won...he had crossed the line beside Rainbow Dash, and could not tell who had been in front at the crucial moment.

As Rainbow Dash soared off ahead of him, clearly still travelling too fast to land immediately, Starfall pulled himself up at the space the crowd had cleared beyond the finish line, almost collapsing the moment his hooves touched the ground. It was only now, with the race over and done with, that he felt just how hard he had pushed himself. His mane was clinging to his face and neck, his fur shining with sweat. His wings were hurting so badly he did not even try to fold them back at his sides...not that he even had the energy to do even that much, he was fighting so hard just to stay standing. He had pushed himself so far he actually felt nauseous, glad he had decided to forego eating before the race...if he had, he probably would not have been able to keep it down now.

But it was over, and as Starfall gasped for breath, he silently vowed to himself two things. First, that he would never do anything like this ever again. And second, that he would find a way to starting working on his fitness and endurance when he found the time between his studies.

He was still gasping and panting when Rainbow Dash finally circled back around, landing beside him, once more appearing to stand a little taller as she glanced at the cheering crowds. "Wow! What a race, Starfall!" she cried, giving him a solid pat on the back, making him stagger, still too busy trying to get his breath to even reply. "Starfall, you okay?" she asked, realising he wasn't as jubilant, or even relieved, as he probably should have been.

It was at this point that the rest of her friends came over, Applejack being the first to comment. "I'll be darned, Starfall...I've never seen anypony come as close to beating Dash at her own game as ya did just then! Looks like ya raced your heart and soul out, too."

As the rest added their own agreements on Starfall's performance, Twilight and Fluttershy both seemed a bit more concerned, a burst of Twilight's magic seeing a glass of water appear in front of Starfall. "Here, Starfall, you look dead on your hooves. You shouldn't have pushed yourself so hard..."

Starfall gratefully took the water, all but inhaling the whole glass once he had enough breath back to actually take a drink at all. Still panting, he finally managed to speak. "Thanks...Twilight," he finally managed.

He paused, however, when Princess Luna approached the group, looking at him with an expression that, while subtle, confirmed she was also a bit worried about his condition. "It was foolish of thee to push thyself so hard, Starfall," she scolded gently, Starfall having the decency to flatten his ears sheepishly. "If thou were so exhausted, why keep trying, at the risk of injury or illness?" she asked.

Starfall looked up, hesitating for a brief moment. "I...I don't know..." in reality, he knew why he had made that last burst of speed at the end...Luna herself. She believed in his abilities...and there was no way he was going her faith in him down, no matter how bad he felt afterwards.

There was no way he could admit that, though...part of his attempt to prove himself to her had to be attributed to his lingering crush on her. As much as it troubled him to even admit it to himself, he had pushed himself so far because he wanted to prove himself to Luna. But he had made a promise to let it go, and while his conscious mind had already, his subconscious seemed to have remained desperate for Luna's affection.

In the end, Starfall had to cover. "I guess I just got lost in the moment of it, really...didn't realise how hard I was pushing myself until it was all over..." he said softly, letting his slight sense of guilt for making them all worry seep into his tone. He hoped it would be enough to cover his little lie.

Rainbow Dash actually saved the day for him, by not even bothering to question it. "Ahh, don't worry about it, Starfall," she replied. "It happens. You'll be fine tomorrow, trust me." Her attempt to cheer him up seemed to put everypony else, including the Princess, at ease, leaving Starfall somewhat relived, especially when the rainbow pegasus suddenly changed the subject. "So, Twilight, who won? The suspense is killing me!"

Twilight shook her head at Dash's antics once more, but her expression was hard for Starfall to read. "I...honestly don't know. It was too close to call by eye alone. Not even Pinkie and Spike can agree," she added, nodding to the two. Starfall was surprised to note that Pinkie Pie was actually staying quiet for once, but was bouncing up and down on the spot, practically shaking with either excitement or anticipation, Starfall could not tell.

Twilight dragged his attention back by continuing on. "Pinkie's convince you just got over in time, Dash, while Spike's sure Starfall held on just long enough. The Mayor's looking over the camera I set up in case of a photo finish...she should be able to give us a final verdict on which of you won."

Twilight was clearly about to say more, but had barely gotten her mouth open before Dash jumped over her. "Okay, Twilight, thanks!" she said hurriedly, before zooming off towards the Town Hall, where the Mayor had obviously retreated, clearly eager to find out the result.

Twilight shook her head, muttering to herself, before turning to Starfall. "Listen, Starfall...the result of the race today doesn't matter. As long as you had fun, that's the important part," she said, offering him a smile, before trotting off, clearly following after Rainbow Dash, her friends following on behind her.

Finally, once they had left, Starfall looked over at Luna, shuffling a little awkwardly as he realised that, apart from the crowd around them, who really were not paying any attention, they were pretty much alone. "Well...I guess we'd better go see how I did..." he suggested softly to her, Luna giving her own stiff nod in response, before falling into step beside them as they followed Twilight...and the rest of the crowd...towards the Town Hall, all the spectators now eager to find out who had won.

Starfall gave a small chuckle. "You know, the result doesn't really matter, in the end," he said with a sad, almost dark sense of amusement. "Even if I was first over the line, Rainbow still flew a whole extra lap...I never had a chance of competing with her." He gave a soft sigh, feeling a slight sense of inadequacy about himself. He knew he had never been a strong, fast flier, but today was one of the few times it became a shortcoming he actually detested.

Luna glanced down at him. "Starfall...while the result of thy contest with Rainbow Dash is irrelevant in the grand scheme of things, we believe thou hast the wrong idea," she responded, making Starfall look up at her, puzzled. The Princess of the Night offered him a rare smile as she continued. "Rainbow Dash herself made the rule of her flying the extra circuit, in her own confidence. The fact the thou, a normal pegasus with no remarkable talent for flying, took on the challenge of one of the fastest pegusi in Equestria, and nearly won, is telling. Rainbow Dash underestimated thy flying capabilities, and may have lost her own race because of that arrogance. The confidence Rainbow Dash displays is well-known, meaning if she has indeed lost today, Ponyville will remember it, even if were not faster than her."

Luna's explanation of the situation brought a small smile to Starfall's face, as the logic of her words sunk in. It was not about beating Rainbow Dash conventionally...it was about Rainbow Dash's ego and confidence finally getting ahead of her actual abilities. It was obvious to Ponyville that she had seriously underestimated Starfall, even if Starfall admitted it was only because he had flown dangerously past his usual limits. If Rainbow Dash came out behind in the photo finish, her pride and reputation were going to take a hit that would not be easily forgotten, or regained.

But Starfall looked back up as Luna continued, a little more hesitantly. "And...also remember this, Starfall. Win or lose today, it does not matter. Thou put in every last effort...and more...in this endeavour. Win or lose, thou should be proud of thy effort...as we are of thou."

It took several moments for the words to register in Starfall's brain, they were so unexpected. Princess Luna had just openly admitted that she was proud of his efforts today, and...if he was reading her expression right, possibly even more than that. It was the highest praise he had ever received from her, and he ducked his head, trying to hide a self-conscious, but grateful blush, as he tried to figure out how to respond.

"I...thank you, Luna," he finally stuttered. "That...means a lot..."

Luna gave him another warm smile. "We mean it, Starfall. Not just for this race, either. We had been reluctant to take thee under our wing, as our sister had suggested all those months ago. But thou hast come so far since those first days, and we can now say that it was a decision we do not regret."

Starfall's blush only increased, threatening to turn him into an embarrassed pile of emotional mush if the Princess kept this up. She opened her mouth to speak further, but was stopped as the crowd fell quiet around them...the Mayor had returned, almost certainly with a final verdict on the race. Whatever the Princess of the Night had been about to say was lost as she, along with Starfall and everypony else, focused their attention on the leader of Ponyville.

"Fillies and gentlecolts! After careful examination of the photo of the race between Rainbow Dash and Starfall, I can finally announce today's winner!" she called, ponies clamouring around, murmuring in hushed, excited tones, as Starfall waited, barely able to breathe with the anticipation. Even Pinkie Pie was still, for once...though she was leaning so far forward she looked like she was about to fall flat on her face.

After a dramatic pause, the Mayor finally continued. "And the winner is...Rainbow Dash!" she announced, putting up a projection of the picture for all to see, as Starfall's heart fell. There, in all it's enlarged glory, was the proof. The photo, taken from the finish line, showed Rainbow Dash and Starfall at the moment they crossed it...Rainbow's nose just barely in front of his. There was not even a single inch in it, but it was conclusive all the same. Rainbow had won...he had lost.

"YES!" Rainbow's cry was full of triumph and relief, the pegasus actually leaping into the air and hovering there to fully express her joy. "I did it! I won!" Her various expressions of joy continued for a few moments, until she finally calmed down, Starfall looking up as he saw her heading his way, managing to find a congratulatory smile to offer her. Luna was right...the result was ultimately irrelevant. It had been a good time, even if he doubted he would repeat it, and he had given Dash a challenge that, if Luna was to be believed, Dash had not had for a long time.

Before Starfall could congratulate her on the win, though, Rainbow Dash beat him to it. "You had me really worried there for a minute, Starfall. You flew far better than I had expected. You know, Twilight said she had her 'anomonomer' thingy set up..."

"Anemometer," Twilight corrected from somewhere in the background, clearly listening in, making Starfall smile in mild amusement.

"Yeah, yeah, whatever," Rainbow retorted, waving a hoof dismissively. "The point is, she recorded our Wing Power at the end of the race. You recorded an eight point one, Starfall...not half bad at all."

Starfall was stunned. Eight point one! His average Wing Power was far lower than that, and this result was the highest he had ever scored by far. He really had flown his heart out today...and Twilight had given him the proof. Even Luna seemed stunned, and rather impressed.

Rainbow chuckled, clearly noticing Starfall's shock. "Yeah, I never though you had it in you. You know, even with the altered rules, which I do a lot, that was the closest race I've ever run. You might not be the fastest pegasus around Starfall...but you've got guts, and spirit. And those are just as awesome as pure speed, in my books." Rainbow Dash then offered up her hoof, grinning at him. "Great race, Starfall."

Feeling incredibly humbled by all the praise being heaped on him today, and well aware of the crowd now looking at him, Starfall took her hoof rather self-consciously, even as he managed a genuine smile back at the athletic mare. "Great race, Rainbow Dash, and congratulations on the win...you more than deserved it," he said, knowing that he had just made another loyal friend. What had started out as a nerve-wracking experience he was certain would be utterly humiliating had turned into a humbling reminder that everypony, including himself, had far more to give...in all aspects of life...than anypony could ever be truly aware of.

And the proud look Princess Luna was giving him, despite threatening to make his blush reappear with a vengeance, just made that day all the more amazing to him.