"Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together, and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at dawn; the younger brought out the moon to begin the night. Thus, the two sisters maintained balance for the kingdom and their subjects, all the different types of ponies. But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night. One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Nightmare Moon. She vowed that she would shroud the land in eternal night. Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: the Elements of Harmony. Using the magic of the Elements of Harmony, she defeated her younger sister, and banished her permanently in the moon. But permanently was not what Nightmare Moon had in mind. Before her defeat, she announced that one day she will return, along with her conquest for eternal night. The elder sister however had a prophecy of her own. When Nightmare Moon returns one mysterious pony will use the powers of harmony and will be powerful enough to defeat Nightmare Moon once and for all and restore peace and harmony to the land once more. At the mean time, the elder sister took on responsibility for both sun and moon and harmony has been maintained in Equestria for generations since."

Lying by a tree near a lake laid a lavender colored unicorn pony reading a book under her hooves.

"Hmm... Elements of Harmony." pondered the pony. "I know I've heard of those before... but where?"

-Main music plays-

The purple pony was so fascinated by the Elements of Harmony she had to know what they were really meant for. She was on her way to the local library when three other colorful unicorn ponies showed up. The first is blue coated with a darker blue and white mane and tail, the second is tan with pink fluffy mane, and the last is yellow with a light blue mane.

"There you are Twilight!" said the second pony. "Moondancer is having a little get-together in the west castle courtyard. You wanna come?"

"Oh, sorry, girls... I've got a lot of studying to catch up on." said Twilight.

She gallops pass the other unicorns in a hurry to get to the library.

"[sighs] Does that pony do anything except study? I think she's more interested in books than friends." groaned the second pony.

"I know I've heard of the Elements of Harmony." Twilight said as she runs.

She then passed by two more ponies who waved a hello to her but ignored them as she keeps running. She later runs to the stairs of a tall white building and heads to the top. A little purple dragon with green spikes was walking to the door with a present in his claws until all of a sudden the doors opened thus hitting him with the process.

"Ow!" yelled the baby dragon.

"Spike! Spi-ike! Spike?" Twilight yelled. "There you are."

Spike was laying on the floor, grunting while rubbing his head.

"Quick, find me that old copy of Predictions and Prophecies. What's that for?" Twilight pointed at his tail.

Spike turned to see the present he was holding stuck on his tail.

"Well, it was a gift from Moondancer, but..." Spike said as a ripped teddy bear falls through the bottom hole.

"Oh Spike, you know we don't have time for that sort of thing." Twilight said as she searches for the book she asked for.

"But we're on a break!" Spike complained

Twilight stares at a book on the ground for a moment until she her horn started glowing. Books were now levitating with a purple glow surrounding them similar to Twilights horn.

"No, no, no,... no, no, no! [grunt] SPIKE!" Twilight yelled in frustration.

"It's over here!" Spike said while holding a book on a ladder.

He was suddenly pulled off the ladder by the book which Twilight was controlling and face planted on the ground.

"Ah!" Twilight walked with the floating book by her side leaving Spike a huge mess to clean.

"Elements, Elements, E, E, E... Aha! Elements of Harmony, see: Mare in the Moon?" Wondered Twilight.

"Mare in the Moon? But that's just an old ponies' tale." Spike said while reshelfing the books.

"Mare, mare... aha! The Mare in the Moon, myth from olden pony times. A powerful pony who wanted to rule Equestria, defeated by the Elements of Harmony and imprisoned in the moon. Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about nighttime eternal! [gasps] Spike! Do you know what this means?" Twilight worried.

"No-whoa!" Spike fall's off the ladder while putting the books away and was about to have another painful fall but was saved by Twilight.

"Take a note please, to the Princess." Twilight ordered extending her tail.

"Okie-dokie." Spike obeyed sliding on her tail.

"My dearest teacher, my continuing studies of pony magic have led me to discover that we are on the precipice of disaster!" Twilight saying what to write as Spike writes.

"Hold on. Preci... preci..." Spike finding difficulty on how to say it.

"Threshold."

"Threh..." Spike still having trouble.

"Uh, brink?"

"..." Spike just stares confused.

"Ugh, that something really bad is about to happen!"

Spike resumes writing.

"For you see, the mythical Mare in the Moon is in fact Nightmare Moon, and she's about to return to Equestria, and bring with her eternal night! Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle." Twilight finishes.

"Twi-light Spar-kle. Got it!" Spike announced.

"Great! Send it."

"Now?"

"Of course!"

"Uh, I dunno, Twilight, Princess Celestia's a little busy getting ready for the Summer Sun Celebration. And it's like, the day after tomorrow."

"That's just it, Spike. The day after tomorrow is the thousandth year of the Summer Sun Celebration! It's imperative that the Princess is told right away!"

"Impera... impera..." Spike yet again having spelling problems.

"Important!" Twilight shouting at Spike's face.

"Okay, okay!" Spike takes a deep breath and blows green fire on the letter and moves out of the window like it was burning to ashes. "There, it's on its way. But I wouldn't hold your breath..."

"Oh, I'm not worried, Spike. The Princess trusts me completely. In all the years she's been my mentor she's never once doubted me." Twilight said with a confident tone.

Spike made a sound like he was about to throw up then makes a belch of green fire come out then magically turns into a nice crisp note like it was never burnt.

"See? I knew she would want to take immediate action." Twilight said with another confident tone.

Spike picks up the note and begins to read. " [clears throat] My dearest, most faithful student Twilight. You know that I value your diligence and that I trust you completely."

"Mm-hm." Twilight with a delighted sound.

"...but you simply must stop reading those dusty old books!"

"[gasps]. B-b-b-b-b-but I don't understand, did I do something wrong, was it something I said?" Twilight said worried while trotting around the room.

"Calm down Twilight, there's more. "You've been too worked up on grades and studying for nearly your whole life and I think it's affecting your social skills. I've decided that you should take a well needed vacation which will also have some lessons. Meet me at my throne room at noon and we'll begin your preparations. I will see you and Spike soon. Your teacher, Princess Celestia." Spike finishes.

"I-I-but there-did I-[moans]." Twilight complained.

"Twilight it's okay. The princess just want's us to take a well needed rest from so much work we have been doing."

"But Spike Equestria could be in danger and the princess seems to not know the crisis that is about to unveil."

"Un... un..."

"[groans] About to happen!" Twilight yelled.

"Alright, sorry."

"But still, does the Princess know what's gonna happen if we don't act?"

"Twilight, it's just a made up story, it's not real. And even if it is, the Princess will take care of it. She's the most powerful ruler of the land."

"I don't know, Spike. I don't think it's wise to act at the very last second if this does happen."

"Don't worry, Twilight. Just relax and I'm sure everything will be alright."

"I really don't know, Spike." Twilight still unsure of Celestia's decision.

"Come on, we should get ready for the trip the Princess is sending us for and we can have a relaxing time."

"Well, I guess some time away can-"

She was cut out by a rumbling sound, scaring both the unicorn and the dragon. Then a bright flash of light lit in the sky through the big window's.

"Wha-what's going on?" Spike said hiding behind Twilight.

"I-I don't know. But I don't think it's good." Twilight answered with a frightened tone in her voice.

The orb of light gets bigger and bigger and brighter, as ponies outside screaming and panic in terror. Then just like that the light disappears.

"...Are we still alive?" asked the confused dragon.

"Yes. What in Celestia's name was that about?" Twilight also puzzled.

"I don't know, but what ever it was it's over now."

"For a moment I thought that was Nightmare Moon's return, but it's not the thousandth year of the Sun Celebration yet."

"Oh well, at least it's-"

Suddenly they hear faint screaming. They look outside but don't see anypony out. They looked up and see's something falling and screaming. It was on a collision course with the library.

"Oh my-GET DOWN." Twilight warned.

They ducked to the nearest chairs and hide behind them. The falling object breaks through the window and crashes into a pile of books, fortunately breaking it's fall. Twilight and Spike peeked to see what it was. It was moaning in pain and looked at the two before falling into unconsciousness. They see it was just a regular pony colt. They slowly got closer to get a better look at him. He was brown with a black mane and tail and looked to be about roughly a year older then Twilight.

"Is...is he okay?" Spike asked worried.

"I don't know let me see. Hello? Sir? Are you okay?" Twilight asked.

The colt did not answer as he lies there unconscious.

"Let's see if he has any-HUH?" Twilight rolled the pony to discover something weird.

"What is it Twilight?"

"He... he doesn't have any wings!" Twilight showed.

"Huh? That's weird. How did he get in the sky with no wings? He couldn't have used magic either since he's not a unicorn." Spike said also surprised on what he's seeing.

"Hmmm maybe he-What the?"

"What-what is it now?" Spike said with a more worried tone.

"For somepony who's probably older than me, he appears to not have a cutie mark!" Twilight pointing at the mysterious pony's flank.

"Whoa that is weird...and embarrassing." Spike said a little amused.

"But it still doesn't make any sense, where did he come from?" Twilight said while looking up at the broken window.

It has been nearly 25 minutes since the "phenomenal" moment. Twilight and Spike set the strange pony on the couch since then. They wrote a note for the Princess about this but they haven't sent it because they want to give the pony a chance to explain himself. They were at the meantime cleaning up the debris the crash caused. The brown pony is just waking up, groaning in pain.

"Ugh my head." moaned the pony.

He was getting off the couch awkwardly. He seems to be trying to get on his hind legs and walks kind of like Spike.

"Whoa I feel funny." grumbled the pony almost losing his balance.

He opens his eyes to see a library he's never seen before. His large brown eyes looked around the room to see if he was not alone but there is no other presence. He sees a kitchen and decided to wash his face. He still walks on his hind legs, struggling to keep his balance. He reaches the sink and turns on the water. He gathers a little puddle of water in his hooves and slaps it on his face with a big clop.

"OW." cried the brown pony.

"Why did-huh?" he looks at his hooves surprised.

"Wha-what the-AHHH!" he starts rapidly looks at his fur and hind hooves.

Then he sees a mirror to look at. He takes a peek and his eyes start to widen as big as they can. Finally, he looks at his tail realizing something.

"AHHHHHHHHHH, WHAT HAPPENED TO ME?" the pony starts to scream from the top of his lungs.

"Sir, calm down it's okay." Twilight said.

"Who-who's there? Who said that?" the pony asked terrified.

"Me." said a voice behind him.

He rapidly turns to see a purple like horse standing right in front of him with a reptile like creature beside her.

"GAH!" the pony surprised at the site and takes a leap backwards to a corner.

"WHA-WHAT? BUT HORSES AREN'T SUPPOSE TO TALK!"

"Uhhh actually sir I'm not a horse, my name is Twilight Sparkle and I am a pony just like you." Twilight corrected.

"Bu-bu-I'm not a pony." said the brown pony.

"I think he hit his head too hard from the crash." Spike whispered.

"And WHAT are you?"

"HEY I'm not a what, I'm a dragon."

"But dragon's DON'T exist!"

"Yep, I think you're right." Twilight agreed.

"Thi-this must be a really, really bad dream. There is no way this can possibly be real." the mysterious guest said confused.

"Do you need any help, sir?" Asked Twilight.

"Would you stop talking, and no I don't need any help."

"Really? Because you seemed to be confused about our species."

"I told you I'm not-wait did you say 'our'?"

"Yes, I mean you're in a city filled with ponies. In fact the whole country of Equestria is filled with ponies!"

"Equ-what?"

The guest frantically gets back up on his hind legs and still struggles to keep his balance as he walks awkwardly to a window. He swiftly opens the curtains to see talking ponies of all shapes, colors, and sizes walk by, talking to one another. The pony widened his eyes in disbelief.

'Wha-but It's-uh-bu-how-wha-what's happening to me?"

"Mr.-uh actually what is your name?" Twilight asked curiously.

"Not that it concerns you..." the pony looks at Twilight, feeling a tiny bit guilty on how he said it. "But my name is Zachary Lanson but others call me Zach."

"Zach Lanson? What kind of name is that?" asked Twilight.

"What kind of weird name is Twilight Sparkle?"

"It's a perfectly normal name."

"Listen missy, I don't care what you think of me, but I am not a pony period, I am actually a human and-"

"A human? You mean the mythical creatures?"

"Yes and no, human's aren't mythical, unicorns are suppose to be!" snapped Zach.

"Uhhhh yeeeeeeah." Twilight puzzled by Zach's behavior.

"Anyway I want to know where on Earth am I?"

"Earth? What's that?" Spike asked.

"Duh, the name of this planet!"

"..." Twilight and Spike stared at him in confusion.

"So Zach, where did you say you were from?" Twilight asked.

"New York City."

"...What the hay is that?" Spike asked again.

"Oh for crying out loud, where am I?"

"I told you, you're in Canterlot, the capital city of Equestria."

"Canterlot? Equestria?" Zach said in disbelief.

"Listen, we just sent a note to our ruler, Princess Celestia, and she'll-"

"Queen?" Zach cuts out Twilight.

"What?"

"Do you mean queen?"

"No, her name is Princess Celestia."

"Then does that mean there is a King and Queen?"

"No, she's the only ruler and she is a Princess."

"[sigh] Whatever." Zach said annoyed.

Zach gets back on his hind hooves still trying to walk on them, only this time he falls flat on his stomach.

"What are you doing?" Twilight asked curiously.

"Walking, what does it look like?" Zach replied annoyingly.

"But that's not how ponies walk. This is how we walk." Twilight said as she demonstrates.

"Uh okay. left front leg then-oof." He immediately trips.

"No no no no no no no, like this." Twilight demonstrates again.

"Fine. Right front then left back and then." Zach was then getting the hang of it. He was walking like a normal pony."

"Huh. Uh thanks."

"No problem." Twilight replied happily.

"But this doesn't make us friends."

"Yeah, I know."

"Well, we should be getting a response from the princess soo-." Spike was about to say when another bright light appears in front of the three.

"Oh not this again." Spike complained.

They shielded their eyes from the harmful rays as it gets brighter. Shortly the light dissipates and they opened their eyes slowly. They were not in the library anymore. Instead, they were in a marble made room with a long hallway leading to what looks like to be a throne.

"Twilight Sparkle and Spike, so glad to see you two again." said a soothing female voice.

The three turned around to see a majestic presence. It appears to be a white pony nearly the size of a regular horse with a mane and tail colored pink, blue, and green. She has a horn and crown and to Zach's surprise, wings. She was an almighty alicorn.

"Likewise, Princess Celestia." She and Spike bowed. Zach however just stared in disbelief yet again.

"What are you doing? Do you know how to show respect in front of royalty?" Twilight snapped at Zach.

"Wha. Oh right, sorry." Zach bowed.

"[giggles] It's quite alright. Is this the mysterious visitor that dropped by the library, Twilight?" the princess asked.

"Yes, yes he is. His name is Zachary Lanson and he believes to be a human. I know it sounds ridiculous." Twilight earning a glare from Zach.

"Does he now?" Celestia asked as he looks at Zach.

Without warning she lowered her horn on to Zach's head and an orb of light comes right to Celestia's horn.

"He-hey what the heck did you just do?" Zach asked with a scared tone.

"No need to be frightened Zachary, I just extracted your memories so that I can see for myself."

"HEY those are private leave them alone I..." Zach couldn't finish for he didn't want to be to disrespectful to her.

"Oh. Right I'm sorry, I'll-"

"No, never mind. Go ahead and look. It's not gonna make a difference anyway."

"On what?" Twilight asked a little bit concerned.

"Ju-just forget it, okay? It's none of your concern!" Zach retorted.

"Very well then, now that that's taken care of we will now discuss where to send you, Twilight." said Celestia.

"Bu-but Princess what about-" Twilight protested.

"Now listen my student, I want you to forget about studying here in Canterlot for two days and start making some friends."

"But what does-" Twilight still fighting back.

"In fact, I think you should take Zachary Lanson along with you." Celestia announced.

"WHAT?" both Zach and Twilight said in unison.

"HEY what about sending me back where I came from!" Zach asked.

"Because I think you can learn something from two days of helping out on the Summer Sun Celebration. As you finish with the preparations, I'll send you back where you came from." Celestia answered simply.

"What's there to learn from this weird place?"

"You'll see. Both of you."

"Fine." Zach and Twilight said in unison again.

"Excellent, a carriage will be waiting at the front gates for you. Here's a check list with the location to where this year's celebration is." she uses her magic and gives a scroll to Spike. "Good luck to both of you." Celestia said

They soon left the throne room, both ponies grumbling at the Princess's decision. They later come across a carriage with two armored pegasi in front. Zach was a little intimidated at the sight at first but just ignores them. The two ponies and dragon get on the carriage and the pegasi start flying in the air, with a little frightened brown pony hanging for dear life, taking them to there destination.

"My dear Twilight, there is more to a young pony's life than studying, so I'm sending you to supervise the preparations for the Summer Sun Celebration in this year's location: Ponyville." Spike reads the instructions as a small village in the distance is revealed. "And I have an even more essential task for you to complete: make some friends!"

Twilight takes a long displeasing sigh.

"You think you have it rough, I have to spend two days at this freaky place." Zach said unpleasantly.

"Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?" Spike said trying to cheer her up.

"Yes, yes it does. You know why? Because I'm right! I'll check on the preparations as fast as I can, then get to the library to find some proof of Nightmare Moon's return." Twilight said confidently.

"Then... when will you make friends, like the Princess said?"

"She said to check on preparations. I am her student, and I'll do my royal duty, but the fate of Equestria does not rest on me making friends."

"Great, not only am I stuck with some weird creature, I'm also stuck with a teacher's pet." Zach said unpleasantly yet again.

The two pegasi whined as they landed.

"Thank you, sirs." Twilight said.

The pegasi gave a proud huff to the nice mannered unicorn. Then they stared at Zach, hoping for the same gesture.

"What, you want an apple? Then go find an apple tree!" Zach said to them rudely.

The pegasi then gave a threatening growl at him as he walks away.

"Maybe the ponies in Ponyville have interesting things to talk about." Spike said as a pink pony with puffy cotton candy style hair with light cyan eyes and three balloons as a cutie mark comes down their path. "Come on, Twilight, just try!"

"Um... hello?" Twilight said a little shyly.

"[GASP]." The pink pony made a long over dramatic gasp, surprising the three before making a swoop over them.

"Well, that was interesting alright." said Twilight.

"[sigh]." Sighed the dragon in disappointment as they were on their way for preparations.

"Summer Sun Celebration official overseer's checklist." Spike read as they were walking to their first destination listed on the list. As Spike read, Twilight looked at Zach who had an unimpressed look on his face, which Twilight returned. "Number one, banquet preparations: Sweet Apple Acres."

They looked to see a farm with thousands of apple trees as far as the eye could see. They suddenly jumped from an upbeat voice. "Yeehaw!" yelled a southern accent voice in the distance. They turned to see an orange, blonde mane and tail pony, with three red apples as a cutie mark, charging to a tree. She bucked it with her hind legs and every single apple on the tree fall on the baskets that lay around it. She then folded two of her hooves in front of the others with a smile on her face, congratulating herself.

"[sighs] Let's get this over with." Twilight said tiredly.

"Best thing I heard all day." agreed Zach. They then walked to the southern pony.

"Good afternoon. My name is Twilight Sparkle and this is Zach Lanson-" as she pointed at Zach, both her and his hooves were pulled in.

"Well, howdy-doo, Miss Twilight and Mr. Zach, a pleasure makin' your acquaintances. Ah'm Applejack. We here at Sweet Apple Acres sure do like makin' new friends!" Said the wild pony while shaking their hooves rapidly.

"[voice vibrating] Friends? Actually, I-" Twilight said, trying to keep her voice steady.

"So, what can I do ya for?" Applejack said with a wink.

Zach and Twilight's hooves keep shaking uncontrollably. Spike stopped there shaking with a snicker.

"[clears throat] Well, we are in fact here to supervise preparations for the Summer Sun Celebration. And you're in charge of the food?" Twilight asked politely.

"We sure as sugar are! Would ya care to sample some?" asked Applejack.

"Sure, whatever AJ." said Zach.

"AJ?" Applejack repeated.

"Yeah, you know, a nickname for short?" Zach said a little annoyed.

"AJ. I like the sound of that, you can call me AJ anytime you want." Applejack said with a confident attitude.

"Whatever." Zach said.

"As long as it doesn't take too long..." Twilight noticed Applejack made a fast run to ring a triangle.

"SOUP'S ON EVERYPONY." Applejack yelled.

The three looked back to see what she was yelling at. A stampede of ponies charged to their direction and took them to a pavilion with dizzy looks on their faces.

"Now, why don't I introduce y'all to the Apple family?" Applejack said with a bunch of other ponies in front of them with southern appearances.

"Oh, it won't take too long, it'll take forever!" Zach said with much annoyance in him.

"Thanks, but we really need to hurry-" Twilight was interrupted when the ponies lined up with dishes in their mouths.

"This here's Apple Fritter. Apple Bumpkin. Red Gala. Red Delicious, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp... [takes deep breath] Big Macintosh, Applebloom and..." she then shoves two apples up in both Zach and Twilight's mouths. "Granny Smith." Applejack finished. "Up'n'attem, Granny Smith, we got guests."

"[snorts] Wha? Soup's on? Here I come, ah, comin'..." the old looking pony gets off her rocking chair from sleeping and walks slowly to the group.

"Why, Ah'd say you're already part of the family!" as Applejack finished, both the ponies spat the apple crumbs out of their mouths.

"[laughs mockingly] Yeah, I'm not sure I'd want to be with this family." Zach said.

"[laughs nervous] Okay, well, I can see the food situation is handled, so we'll be on our way." Twilight said as they were about to leave.

"Aren't ya gonna stay for brunch?" asked a little yellow filly with a red bow tie on the back of her head, blinking with puppy eyes.

"Sorry, but we have an awful lot to do..." Twilight said sadly. After that every pony made a disappointed sigh with their heads down.

"Okay, so we'll be on our-" Zach said with a happy tone for once, but was interrupted. "Fine." Twilight said unpleasantly. Zach made a grumble as the whole group cheers.

"Food's all taken care of, next is weather." Spike said checking off the list. He looks back to see two sick looking ponies with huge bulges in the bellies.

"Ugh... I ate too much pie..." Twilight said painfully.

"Don't...say...pie." Zach said also in pain.

"Hmm, there's supposed to be a pegasus pony named Rainbow Dash clearing the clouds." Spike said while looking up.

Both ponies looked around to find a pegasus, but found only clouds.

"Well, she's not doing a very good job, is she." said Twilight.

"Wait, what do you mean by-OOF!" Zach was about to finished, but both him and Twilight were rammed by something.

They then laid in a puddle of mud. Both groaning in both irritation and pain. A cyan pegasus with a rainbow colored mane and tail and crimson eyes, then stands up with mud on her as well.

"[laughs sheepishly] Uh, 'scuse me? [more sheepish laughing]"

Both Zach and Twilight grumbled as they retain their balance.

"[laughs] Lemme help you." the cyan pony then flies to get what looks like to be a rain cloud right above them.

"Huh? How are you-?" Zach was interrupted again when she starts hoping on the cloud, producing a gush of rain on them. Thus, making them soaking wet, with more grumbling.

"[more sheepish laughing] Oops, I guess I overdid it. Um, uh, how about this? My very own patented Rain-Blow Dry! No no, don't thank me, you're quite welcome." the pegasus then notices amusing about them.

"Thank you for what?" asked Zach embarrassingly. Both him and Twilight's hair are puffed and messed up.

The pegasus then bursts out laughing hard, falling to the ground. Spike shortly joins in, landing on her.

"Let me guess. You're Rainbow Dash." Twilight said annoyed.

"The one and only. Why, you heard of me?" she said with a overconfident attitude.

"I heard you were supposed to be keeping the sky clear. [sighs] I'm Twilight Sparkle." she introduces herself.

"And I'm Zach Lanson, no questions asked." Zach said dryly.

"And the Princess sent us to check on the weather." Twilight explained.

"Yeah, yeah, that'll be a snap. I'll do it in a jiffy. Just as soon as I'm done practicing." she said as she relaxes on a cloud.

"Practicing for what?"

"The Wonderbolts! They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!"

"The what?" Zach asked confusingly.

"The Wonderbolts?" Twilight asked.

"Yep!" Rainbow Dash answered.

"The most talented flyers in all of Equestria?"

"That's them!"

"Pfft, please. They'd never accept a pegasus who can't even keep the sky clear for one measly day." Twilight said smugly, also earning a little light chuckle from Zach.

"Hey, I could clear this sky in ten seconds flat." Rainbow Dash defending herself.

"Prove it." Twilight said.

"I'll be the timer, GO." Zach said giving Rainbow no warning as he starts counting down.

Rainbow Dash starts clearing every cloud as fast as she can, making some swooshing sounds as she goes. Zach in the meantime was counting down like a timer. Rainbow Dash was nearly done and the three watchers cannot believe their eyes.

"Loop the loop around, and WHAM!" Dash finishes. "10?" Zach also finished in disbelief.

"What'd I say? Ten. Seconds. Flat. I'd never leave Ponyville hanging." Rainbow Dash said. The the three just stared with surprise looks on their faces, while sheep baa's in the distance. "[chuckles] You should see the look on your face. Ha! You're a laugh, Twilight Sparkle. I can't wait to hang out some more." Dash said before flying away.

"Wow, she's amazing!" Spike said in admiration.

"Pfft, yeah if she really was that amazing she would've been in that lame team by now." Zach said in a disappointing mood. But he was actually really impressed on the inside. Spike then starts playing with both their manes and he laughs. They grumble as they start walking to their next stop.

"Wait! It's kinda pretty once you get used to it!" Spike said trying to be nice.

"Let's just get going." Zach said.

"Decorations. Beautiful..." Spike said in a dreamy sigh. They came to a building, which is probably the tallest in the town, with banners hanging from the ceiling and ribbons hanging from the sides of the building.

"Yes, the decor is coming along nicely. This oughtta be quick. I'll be at the library in no time. Beautiful indeed." Twilight agreed.

"Not the decor, her!" Spike points to a white unicorn. She has purple wavy mane and tail with dark blue eyes. She seems to be trying to study which ribbon to use as a decoration.

"No, no, no, oh! Goodness no." She looks at the ribbons, seeing which one suits best.

"How are my spines? Are they straight?" Spike said trying to adjust himself. Twilight rolled her eyes with a smile, while Zach just lets out a quite annoyed sigh.

"Good afternoon-" Twilight was about to introduce herself.

"Just a moment, please! I'm 'in the zone', as it were. Oh, yes! Sparkle always does the trick, does it not? Why, Rarity, you are a talent. Now, um, how can I help yo- [yelps] Oh my stars, darlings! Whatever happened to your coiffures?" Rarity just stares at their manes in surprise.

"Oh, you mean our manes? Well, it's a long story. We're just here to check on the decorations, and then we'll be out of your hair!" Twilight explaining herself.

"Out of my hair? What about your hair? Rarity comes over and pushes both the ponies with her head.

"Wait! Where are we going? Help!" Twilight yelled.

"Hey, stop. Let me go!" Zach also protested. Spike started floating in mid air and uses is tail like a propeller to move forward. They came to a building with a similar style to the building they were in a couple minutes ago. It was a boutique and Rarity's home.

"No, no, uh-uh. Too green. Too yellow. Too poofy. Not poofy enough. Too frilly. Too... shiny." Rarity gives each pony a different design to see which fits them the most.

"Now go on, my dear. You were telling me where you're from." She then talks to Twilight.

"[wincing] I've... been sent... from Canterlot... to-" Rarity immediately lets go after tightening her waist.

"Huh?" was all she could say. Twilight crashes into Zach with a loud thud.

"Canterlot? Oh, I am so envious! The glamour, the sophistication! I have always dreamed of living there! I can't wait to hear all about it! We are gonna be the best of friends, you and I..." Rarity said with enthusiasm. Twilight widened her eyes at the remark.

"And what about you, kind sir?" She then speaks to Zach.

"Earth."

"...Earth?"

"Yeah, Earth, the planet I was from."

"..."Rarity stood there confused.

"He's a little confused." Twilight earned another glare from Zach after that.

"Emeralds? What was I thinking? Let me get you some rubies!" Rarity notices the emerald on Twilight's dress she was wearing, as she walks away.

"Quick! Before she decides to dye my coat a new color!" Twilight said running away.

"Or turn me to another freaky creature!" Zach remarked. Spike stares at the direction Rarity went with a big sigh.

"Wasn't she wonderful? Spike said dreamily.

"Focus, Casanova. What's next on the list?" Twilight asked.

"[clears throat] Oh, uh, music! It's the last one!" said Spike

"Finally." was all Zach had to say.

Then they started hearing upbeat chirping sounds like music. They looked at each other wondering what that sound is coming from. They find behind a bush a flying yellow pegasus with a long pink mane and tail and light cyan eyes, composing to a group of birds. One of them soon goes awfully off key.

"Oh my. Um, stop please, everyone, umm. Excuse me, sir? I mean, no offense, but your rhythm is just a teeny-tiny bit off. Now, follow me, please. A-one, a-two, a-one two three-" The yellow pegasus was then interrupted.

"Hello!" Twilight yelled out.

The pegasus made a surprised yelp and turned to see who her caller was. The birds flew away also scared.

"Oh my, I'm so sorry, I didn't mean to frighten your birds. I'm just here to check up on the music and it's sounding beautiful." Twilight complimented the pegasus. She then lands near Zach and Twilight, kicking the dirt and shyly avoiding their gazes. Zach and Twilight looked at each other, wondering how to advance.

"I'm Twilight Sparkle." Twilight introduced.

"Zach Lanson." Zach introduced with a dry tone. Another long awkward silence produced.

"What's your name?" Twilight decided to ask.

"Um... I'm Fluttershy." the shy pony said softly.

"I'm sorry, what was that?"

"Um... My name is Fluttershy." this time even quieter.

"Didn't quite catch that."

The shy pony hides behind her mane and makes a frightened squeak. The birds eventually come back to their original spots on the tree.

"Great, she can't even speak her own name clearly! I'm gonna wait with shorty." Zach said impatiently, walking to Spike.

"My name is not shorty!" Spike yelled out.

"Well, um, it looks like your birds are back, so I guess everything's in order. Keep up the good work!" Twilight complimented, but receives another shy squeak.

"Oookay." She slowly backs away to meet with the others. The shy pony takes a little peek from her mane to see what they do next. "Well, that was easy." Twilight said to Spike. She then notices Spike walks toward Twilight.

"[gasp] A baby dragon!" the pegasus said with a much more uprising voice. She then bumbs Zach and Twilight out of the way.

"Oh, I've never seen a baby dragon before. He's sooo cute!" she said to Spike with admiring eyes.

"Well, well, well...!" Spike said, folding his arms and enjoying the attention.

"Oh my, he talks. I didn't know dragons could talk. That's just so incredibly wonderful I, I just don't even know what to say!" the pegasus said with a delightful voice.

"Well, in that case we'd better be going." Twilight said as she uses her magic to put Spike on her back.

"Wait, wait! What's his name?" the pony comes up behind them.

"I'm Spike." Spike answered.

"Hi Spike, I'm Fluttershy. Wow, a talking dragon! And what do dragons talk about?" Fluttershy asked.

"Well, what do you wanna know?"

"Absolutely everything." Zach and Twilight both groaned at the answer.

"Well... I started out as a cute little purple and green egg..." Spike begins his story as they walked to the library.

"...and that's the story of my whole entire life! Well, up until today. Do you wanna hear about today?" Spike asked.

"Oh, yes, please!" Fluttershy said excitingly. Before Spike could begin, he was pulled away from Fluttershy's range, only to meet Twilight's face.

"I am so sorry, how did we get here so fast?" Twilight said with a sarcastic sound. Behind them awaited a tree with a door and windows like tree house.

"So fast? We've been hearing them tell about his life's story for nearly half an hour!" Zach pointed out.

"This is where we're staying while in Ponyville and my poor baby dragon needs his sleep."

"No I don't-whoa!" Before Spike could finish, only to be sent up to the air and land on the ground.

"Aww, wook at dat, he's so sweepy he can't even keep his widdle bawwance!" Twilight said with a baby voice. Spike gave an unamused glare at her.

"Poor thing, you simply must get into bed..." Fluttershy said picking up Spike and taking him inside the library. But Twilight zoomed in to get him and pushed Fluttershy out of the door.

"Yes, yes, we'll get right on that. Well, g'night!" Twilight quickly said and shuts the door.

"And goodbye." Zach said as he opens the door and shuts it again as he finishes.

"Huh. Rude much?" Spike said irritated.

"Sorry, Spike, but I have to convince the Princess that Nightmare Moon is coming, and we're running out of time! I just need to be alone so I can study without a bunch of crazy ponies trying to make friends all the time. Now, where's the light?" Twilight asked.

"Hold on, I think I found it." Zach said and flips the switch.

"SURPRISE!" a bunch of voices yelled out, thus surprising the group. A kazoo blows right in Zach's and Twilight's face. They then moaned, knowing what's going to happen next.

"Surprise!" yelled a pink pony, who was in fact the same one they saw earlier the first time they came to ponyville.

"You?" Zach said surprised at the familiar presence.

"Hi, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya? Huh huh huh?" Pinkie Pie said with an overhyped attitude.

"Very surprised. Libraries are supposed to be quiet." Twilight said irritably.

"Well, that's silly! What kind of welcome party would this be if it were quiet? I mean, duh, bo-ring! Y'see, I saw you when you first got here, remember? You were all "hello" and I was all [gasps dramatically], remember? Y'see I've never saw you two before and if I've never saw you two before that means you're new, 'cause I know everypony, and I mean everypony in Ponyville!"

Zach and Twilight yet again groaned as the hyped pony keeps talking.

"And if you're new, that meant you haven't met anyone yet, and if you haven't met anyone yet, you must not have any friends, and if you don't have any friends then you must be lonely, and that made me so sad, then I had an idea, and that's why I went [gasps dramatically]! I just throw a great big ginormous super-duper spectacular welcome party and invite everyone in Ponyville! See? And now you have lots and lots of friends!" Pinkie showed the group they met over the day. The two took a drink they poured. As soon they drank they felt a lot spiciness from it. Their faces started sweating and turned red.

"Are you alright, sugarcube?" Applejack asked.

The two ponies ears start blowing steam and started running up the stairs.

"Aww, they're so happy they're crying!" Pinkie

Spike wondered what the reaction was about. He took a look a the bottle they poured.

"Hot sauce." Spike read.

"Ooh." Pinkie then tipped the bottle on a cupcake and eats it. "What? It's good!" she said with her mouth full.

Later that night, the party gets louder and longer while Zach and Twilight try to sleep in a bedroom upstairs. They looked at the clock and it's past 1. They moaned at how late it is.

"Hey Twilight! Pinkie Pie's starting pin the tail on the pony! Wanna play?" Spike opens the door while the music gets louder.

"No! All the ponies in this town are CRAZY! Do you know what time it is?" Twilight asked frustrated.

"It's the day before the Summer Sun Celebration. We're trying to get used to staying up at night so we can watch the Princess raise the sun. You really should lighten up, Twilight. It's a party!" Spike said with enthusiasm. Twilight then mocked the last thing he said.

"Ugh, here I thought I'd have time to learn about the Elements of Harmony but, silly me, all this ridiculous friend-making has kept me from it!" Twilight complained.

"Big deal, you still have one more day to do your stupid homework. So get over it." Zach said rudely as he lies on the ground with a blanket over him.

"Oh that's it!" Twilight had enough of Zach's attitude. He pulled the blanket off him to see him clearly.

"I've had enough of your attitude. All you've done was disrespecting everypony and pushed them away as they tried to be nice to you."

"You're a hypocrite, you've been trying to get away from everyone as fast as you can just so you can get here and do your stupid studying." Zach retorted.

"Well, at least I was more lenient."

"Whatever, look, I just want to get away from here and just get back to my real life."

"Why do you keep thinking your a human?"

"Because I AM!" Zach then gets up to get away.

"So I guess your life is so great as a human, congratulations."

Zach then stops at the remark.

"...How dare you." Zach said with a little unease, sounding like he was about to cry. Twilight just stares with a little concern in her.

"You have no idea how hard life can actually be." Zach said as he looked at Twilight. Tears were forming from his eyes. Twilight couldn't believe it, he was crying. Zach then sat down at the spot he stopped at.

"I... I'm sorry, was it something I said? Twilight asked with sincerity.

"It's... it's fine, it's just... I've been through a lot in my life."

"I'm so sorry. Do you want to talk about it?"

"No, not right now."

"Okay." Twilight then turns back to her bed.

"Hey!" Zach called out unexpectedly. Twilight turned to see what he wanted.

"... I'm sorry for my behavior today. It's just been an... unusual day for me."

"It's okay." Twilight accepted his apology. She then gives his blanket back and tucks it over him.

"Thanks. But remember you do still have one more day to study on that... thing you've been talking about." Zach said reminding her.

"Yeah, but I still have to check up on a couple things here for the celebration."

"Don't worry... I'll take care of it."

"Are... are you sure? It's a lot of work."

"It's nothing I'm not used to. I can handle it."

"Okay, thank you."

"You're welcome." Zach said this time with a polite tone.

"Goodnight, Zach."

"Goodnight."

Zach then lays his head down to the hard wood ground, but stays awake. He looks up at the moon for a couple minutes then drifts to sleep.

watch?gl=US&hl=en&client=mv-google&v=AMGXq9_IQBQ (Link to play Zach's theme.)

The next morning starts and Celestia's harsh sun rays shine on Zach's face, thus waking him up. He gets up ready to do his promise he kept to Twilight. He also starts remembering his past as a human. He sees himself in a building in New York, an orphanage, and rests on a window and watch an adopted child walk with his new family. Then he goes back looking at the stars, with a sad expression on his face. He returns to reality in a bakery with Pinkie Pie, which she works in. Zach covered his ears so he can stop hearing her babbling about her opinions on her life and teaching him how to make a cupcake. As she finishes making her cupcake and turns to talk more with Zach, she finds him gone with a cupcake on the table where he sat. She then see's the door open and opens the window curtain to see him walk away. She turns back at the cupcake and observes it with her own. To her surprise, they match. Next, Zach is at Sweet Apple Acres bucking apples. As soon as he finishes bucking another tree, after what seems like an eternity of hitting trees, he decides to call it a day. But before he can leave, he bumps right into Big Macintosh and looks up at him, and Applejack right behind her. He looks at them confused, until Applejack hands him a couple more buckets. He gets the message and rolls his eyes. He gets back to bucking apple trees and pick up a couple fallen ones. Another flashback comes into his mind, as he eats an apple near the main door of the orphanage he stays in. The door opens with a couple coming in, searching for a new child. He then comes to introduce himself and try to get them on his side, but was ignored by them. He looks with disappointment, then looks at his apple and decides to throw it away. Back again in reality, he was on a bridge, looking up in the sky, thinking of the past day of this weird but yet happy experience. Later, he was back at the library, taking a break and drinking a beverage while sitting. He turns to see what Twilight and Spike were doing. Twilight was telling a story to Spike and making funny expressions on her face. It made Zach smile for the first time since he got there. He was back to work at the boutique. He was finished stitching damaged clothing, but another stack of clothing comes piling in front of him by Rarity. He looks at her with an angry expression on his face as she walks away. 3 hours past and he was finally done. He puts his saddle bag on his back and started to leave. Rarity notices the great job he did on the sewing and couldn't leave him unrewarded. So she puts a bag of money in his bag and makes a jingle. Zach notices the sound and sees the small bag in his. He turns to Rarity and smiles at her as she heads upstairs. He returns to the library to help Twilight prepare for a little trip she has to make. He looks at Twilight and makes a small smile, starting to take a liking to the unicorn. He ties her saddle bag and waves a thank you and goodbye. He returns the gesture but frowns as she leaves. Back in Canterlot, Princess Celestia looks into a crystal ball to see Zach's memories. It shows him and what seems to be his parents in an odd looking contraption. His father was holding a wheel making light turns, while his mother sits next to him. Zach was showing in the back of it. They were human as Zach said he was. Celestia realizes he was telling the truth. All of a sudden, the father began turning the wheel rapidly, while Zach and his mother screamed. This widened her eyes, knowing something was wrong. A bright flash of light then appeared and everything changes. Zach was in a hospital bed, sobbing with a nurse trying to comfort him. Celestia's eyes turned to a sad expression. Zach was then with a group of people in an open field and in front of him was a stone tablet. She knew what it was. The group of people started to depart slowly, one by one. One person had a hand on Zach's shoulder then let's go and leaves, leaving Zach alone. He collapses suddenly, and starts crying right in front of his parents grave. Celestia started crying herself, then looks to the setting sun out her window. Back at Ponyville, Twilight came back to the library and suggests Zach to come. This widened his smile and comes running to her. She tells Zach where she's going and why. Zach then had a crazy idea, he suggests a race. Twilight happily accepted, with a confident smile. They get in ready positions, and Zach begins the countdown at three, two, one. They started galloping as fast as they could. As Twilight's trip ends, the two started sprinting back to the town. They look at each other with competitive looks on their faces. Zach then notices a pole and stands in front of him. This gives him a devious grin. He unexpectedly bumbs the pole and falls on the stand, surprising Twilight at this action. Zach runs up the pole and jumps from stand to stand, and even did a wall run, which earned a lot of onlookers watching in awe. He finally makes a big leap and lands near the town hall. He jumps in celebration for his victory, but was interrupted by a tap on his shoulder. He turns to look at a grinning Twilight stand before him. She won. He wondered how she got in front of him so fast. She showed him by teleporting right behind him. He looked behind her in wonder and both started laughing together. They finally started their run home. As soon as they got back to the library, they started taking off their gear while talking.

"[panting] Whoo, jeez do you ponies always run like this everyday?" Zach asked with a fun tone.

"[panting] Almost. We usually run if it's important or for exercising." Twilight simply answered.

"Well then, you sure have big lungs in order to run this fast and long."

"[chuckles] Well, we do this on a daily routine."

"I suppose you're right. I guess those who exercise nearly everyday gets used to it very quickly."

"You got that right."

As Twilight finished, Zach looked at her cutie mark, wondering what it is and why it's there for the past 2 days.

"Uh hey, I like to know something for quite awhile, what are those... tattoo things on your flanks?" Zach asked kindly.

"What? Oh [chuckles] these aren't tattoo's, these are called cutie marks." Twilight explained.

"Cutie marks? Really? Do they call it those on males too?"

"Yes."

"Oh... well that's a little embarrassing."

"Anyway, you see, we get these by finding our special talents. Once you find your special talent, that becomes your living."

"Oh, I see."

"Do human's get them?"

Zach was surprised at the question. "You... you believe me?"

"Well it's a little hard to believe, but I studied some books on human's and you behave, walk, and even sounded like a human."

"Huh." Zach simply replied.

"So, how was your life like as a human?"

Zach didn't know where to start on that. No one asked about his life for a long time and she was a pony. He decided maybe it's time to open up.

"Are you... sure you want to know my life?"

"Oh that's right, no questions asked, you don't have to tell me."

"No, no it's okay you deserve to know. I was a huge jerk to you and everyone who has been kind to me for the past 2 days. Besides, I want to tell you." Zach said with a smile. Twilight smiled back.

"Well, I'll tell you it started out great, I had a great father, a magnificent mother, and we had a happy life together. We were the Brady bunch, or the perfect family. We did everything together, laughed, played, and had an adventure everyday. These were the best moments of my life." Zach's smile then turns to a frown. "But then one day, all that changed drastically. When I was 10, me and my parents were on our way home from shopping for my birthday. It was my birthday when... it happened. Then all of a sudden, an... accident occurred, thus putting me in the hospital." Twilight gasped at that. "When I woke up, there were two nurses at both sides of the bed. They were surprised to see me awake, saying that I was lucky to be alive. But I wasn't worried about me. I asked where were my parents and they just answered-" Zach paused and started shedding a couple tears. "... Son, your parents are in a better place now." Twilight started crying herself. "I had never cried so much in my life after hearing that." Then without warning he felt hooves wrapped around his neck. Twilight hugged him tightly while crying on his shoulder. "I'm so sorry." Twilight said through her tears. "Hey, hey, it's okay, it wasn't your fault." Zach said hugging her back, trying to comfort her. "But you were in so much pain and I didn't know. I feel so terrible to what I said last night." Twilight said still crying. "Hey, it's okay. That's all in the past now. None of what happened 5 years ago, was your fault. You had no connection to it, and you shouldn't blame yourself on what happened all those years ago." Zach gave her a confident smile while she looked up at him still crying. Twilight returned it and wiped away her tears. "So what happened next?" Twilight wondered. "Well, after weeks of recovering from the hospital and a painful funeral, I went to an orphanage and in a way became it's... janitor." Twilight then became more curious from that. "What do you mean by janitor?" Zach paused on how to explain it. "Um well, let's just say the manager at the orphanage has a grudge against my family name. All I know is that she once worked with my father and she did something bad and got herself fired, thus ruining her reputation. But the point is she hates me. I pretty much kept the place up and running. I had to dust every inch, wash the floors, and I even learned some mechanics when I was 12. I guess it goes to show that happiness lasts only so long." He still feels Twilight hugging him and feel wet tears coming down his shoulder. He decided to change the subject.

"So, enough about me, how did your studying on that prophecy went?" Zach asked.

"...Well, actually, I didn't study on the prophecy." Twilight answered.

Zach was surprised. "What? But all that time while I was gone helping on-"

"Yes, yes, I know. But I honestly think that there's no point into it anymore."

"What makes you say that?"

"Well, I've been thinking on the Princess's decision of sending us here and... I honestly think she send us here for a reason."

"And what would that reason be?"

"To be honest, I don't know. But there should be a purpose, I just know it."

"Speaking of that studying, what is this prophecy and what is it about?"

Twilight thought for a moment on how to explain it. "It started about a whole millennia ago, there were two royal sisters, the oldest controlled the sun and the youngest controlled the moon. They both made Equestria a happy place for many years, but one day, the youngest made a decision that nearly destroyed Equestia. She refused to lower the moon and soon she turned into a great evil known as Nightmare Moon. Her plan was to shroud the whole planet into eternal night, never to let the sun rise. But eventually the older sister used powerful objects called the Elements of Harmony, to defeat her and banish her to the moon forever."

"Wow, that's... that's awful. You mean no more light, no more heat, no more rays to grow food?" Zach said in shock, knowing what could've happened.

"Yes, it would have ended all life as we know it."

"Wait, you said that the oldest sister banished this Nightmare Moon into the moon forever. How is it that the prophecy relates to her?"

"It said in the legend that she will defy the prison and return to Equestria to finish what she started."

"How?"

Twilight looked at the moon out her window. She then hovered a book next to her and opened it to the page.

"Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night." Twilight said as she read the book.

"I hope the Princess was right... I hope it really is just an old ponytale..." Twilight said. She looked up at the moon with the face of a unicorn darkened on it with four stars getting closer to it. Zach looked at her worried face. He can't stand seeing her like this. For the past 2 days he somehow made a feeling. A feeling he didn't expect to have. A feeling he hadn't felt for a long time. A feeling of... love. He didn't know how and why, he just felt the urge to wanting to get closer to her. But how can she love a pony who had been so mean to her from the first day they met, for that matter... a human. Zach however, felt he should follow his heart and do the right thing. For her.

"Well, if it does come true, if the prophecy is true and she does comes back, I will do everything I can to help you find a way to stop Nightmare Moon." Zach said.

"You will? But what about getting back to your home planet?" Twilight said surprised.

"That can wait. For now, I will stay for a little while longer to help you."

"Really?"

"Really."

Zach and Twilight smiled at each other. Twilight never thought he would even consider of staying to helping her stop this crisis. It brought her comfort into her heart. Suddenly a loud bang startled the two.

"C'mon, guys, it's time to watch the sunrise!" Spike said.

Moments later the group went to the town hall along with nearly the whole town coming to it. The three wait for the ceremony to start, with worried looks on the two ponies face, hoping that the prophecy doesn't come to past. Just then, Pinkie Pie comes out by their sides.

"Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited- well, except for the time that I saw you walking into town and I went [gasps dramatically] but I mean really, who can top that?" asked the over hyped pony.

"Oh I have no idea." Zach said as he rolled his eyes.

Then the whole room was silenced by birds, chirping a melody conducted by Fluttershy. As the birds finished, a light beamed from the back of the room and lowered itself to a lone pony on the small stage. She was a tan pony with a gray mane and tail. She wore glasses and has a collar around her neck.

"Fillies and gentlecolts, as mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" the mayor announced. The ponies around the whole room cheered as Zach and Twilight stood silent.

"In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year! And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria..." as the mayor paused, Zach and Twilight looked up at the moon. The stars moved even closer to the moon and touched it. The face of a mare in the moon had suddenly disappeared. This worried the two even more.

"Ready?" Fluttershy asked her birds.

"...Princess Celestia!" the mayor raised her hoof to the air.

Rarity was on a balcony and pulled down a rope and it opened a curtain as the birds sing a final melody. As the curtains were fully opened, there was nothing to be seen. "Huh?" Rarity gasped in confusion. The ponies then chattered in confusion as well.

"This can't be good." Twilight said worriedly.

"Oh crud." Zach also said in worry.

"Remain calm, everypony, there must be a reasonable explanation!" the mayor said, trying to calm down the crowd.

"Ooh, ooh, I love guessing games! Is she hiding?" Pinkie Pie said, looking everywhere.

Rarity comes out from the hallway, where the Princess was suppose to be. "She's gone!" she said to the audience. The whole crowd gasped at this.

"Ooh, she's good." Pinkie said impressed.

Zach then decides to take action and heads for the stage "Okay everyone, listen up, I don't know what's going on, nor being a leader, but I do know possibilities. She might have forgotten or without spreading panic, worse. Pegasi, you go check the capital, maybe she's still there. Everyone else, let's search the town, she could be anywhere, or-"

"[yelp]." Pinkie screamed looking up.

"What?" concerned Zach. He looked up to see a dark aurora mist, flowing on the balcony. "[gasp]." Zach gasped along with the crowd.

"Oh no..." Twilight said knowing what's happening. Zach backed up next to Twilight again, looking up at the balcony with fear and disbelief. Just then, the mist broke up, thus showing a dark female alicorn. She was wearing blue armor, her tail and mane resembled the mist, and had light blue reptile like eyes. "Nightmare Moon!" Zach and Twilight said in unison. Spike then fainted off of Twilight as the whole room stared in fear and confusion.

"Oh, my beloved subjects. It's been so long since I've seen your precious, little sun-loving faces." Nightmare Moon said with a royal like voice.

"What did you do with our Princess?" Rainbow Dash shouted out. She was about to charge her, when she was pulled by the tail.

"Whoa there, Nelly..." Applejack muffled as she holds on to Dash's tail with her mouth.

"[chuckles] Why, am I not royal enough for you? Don't you know who I am?" Nightmare Moon asks.

"Ooh, ooh, more guessing games! Um, Hokey Smokes! How about... Queen Meanie! No! Black Snooty, Black Snooty-[makes muffled noises]" Applejack shoved a cupcake up Pinkie's mouth, so she doesn't anger the threat.

"Does my crown no longer count now that I have been imprisoned for a thousand years?" Nightmare Moon said as she comes up to Fluttershy. Fluttershy cowers behind her hair with her eyes closed shut tight. "Did you not recall the legend? Did you not see the signs?" Nightmare Moon then comes up to Rarity and gives her a little slap on her chin with her mane.

"We did. And we know who you are. You're the Mare in the Moon – Nightmare Moon!" Zach and Twilight shouted her name in unison again. The audience yet again gasped.

"Well well well, somepony who remembers me. [whispers to self] And the boy seems very familiar to me. Then you also know why I'm here." Nightmare Moon said.

"You're here to... to... [gulps]" Twilight was too afraid to finish.

"To bring eternal night!" Zach said with bravery and boldness. The whole crowd gasped again to this statement.

"[chuckles] Remember this day, little ponies, for it was your last. From this moment forth, the night will last forever! [evil laughing]" Nightmare Moon laughed while lightning striked from the aurora that raised from her mane and tail. Zach and Twilight stared in fear. They both know if they don't do something and fast, all of Equestria will be doomed... forever.

To Be Continued...

Nightmare Moon laughs evily on the balcony in the town hall of ponyville while lightning strikes from her mane and tail as they flow into the air. The so called 'ponies' tale' was coming true, and it becomes a nightmare.

"Seize her! Only she knows where the Princess is!" commanded the mayor. Three pegasus gaurds swooped up to attack.

"Stand back, you fools! [laughs]" Nightmare Moon then strikes the gaurds with lightning bolts.

She then turns into the aurora of her mane and tail and swoops out of the building. After struggling to escape her grasp, Rainbow Dash finally gets away from Applejack and starts to pursue Nightmare Moon but she got away.

"Come back here! [pants]" Rainbow Dash shouted. "Nighttime? Forever?" she says to herself. She then notices two ponies rushed out of the building. It was Zach and Twilight with Spike on her back, galloped to the library's direction. "Where are they going?" she wondered.

Soon the three were in the library. Spike was shuddering in fear on his bed, still in his fainted condition. "Uh...We gotta stop Nightmare!..." Spike drifted back to sleep after trying to get up.

"You've been up all night, Spike. You are a baby dragon after all." Twilight said while tucking Spike in.

"[chuckles] Yes he is. Okay, let's find something about those elements." Zach mentioned. They went to the library section downstairs and started searching for a book about the Elements of Harmony. A huge mess was being made from the frantic searching.

"Elements, elements, elements... Ugh! How can we stop Nightmare Moon without the Elements of Harmony?" Twilight said in frustration while searching through the books.

"Did your ancestors even made a book about those things?" Zach asked out.

"And just what are the Elements of Harmony?" Dash said to Twilight's face, coming out of nowhere. "And how did you know about Nightmare Moon, huh? Are you a spy?" Dash then pushed Twilight back a couple feet.

"Spies? Yeah, if we were spies, we would have ran with her, sweety." Zach said with a little sarcasm at her.

"DON'T call me that!" Dash retorted at Zach. They then locked heads together, looking like they are ready to fight. All of a sudden a force pulled Dash back from Zach's head. It turned out to be Applejack and the others the two met 2 days ago.

"Simmer down, Sally. They ain't no spies. But they sure know what's going on. Don't you, Zach and Twilight?" Applejack asked as the group gathered around. Zach looked at Twilight and gave her a nod.

"We read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are, where to find them, I don't even know what they do!" Twilight explained.

"The Elements of Harmony: A Reference Guide." Pinkie read a book on a shelf. Twilight bumped Pinkie out of the way to see for herself.

"How did you find it?" Twilight asked in disbelief.

"It was under 'E'!" Pinkie said in a singing voice.

"Oh." Zach and Twilight both said. Twilight levitated the book to her and flipped through the pages. She then found the page she was looking for and started reading.

"There are six Elements of Harmony but only five are known: Kindness, Laughter, Generosity, Honesty, and Loyalty. The sixth is a complete mystery. Legend shows that the Elder sister from the sister story used all six to defeat the Youngest sister but was not powerful enough to destroy the darkness that lied within her. Later, the Eldest sister made a prophecy that when the darkness known as Nightmare Moon returns from her exile on the moon, a mysterious chosen champion from a far land will also rise, and will have the power to rid the darkness and restore harmony once again. It is said-"

"Wait a minute, 'a champion from a far land'?" Rarity interrupted Twilight and pondered. She then stares at Zach with widened eyes. "Zach darling, where did you say you came from?"

"The planet Earth. Why?" Zach answered.

"Earth?" the rest of the ponies asked in confusion. "What in the hay is that. Are you saying you're from another world, that you're some sort of alien?" Dash asked with puzzled eyes.

"I suppose you can put it that way." Zach answered again.

"And it's true, I made studies of him and he nearly does what they call a human." Twilight explained, trying to defend Zach.

"You mean all those mythical creatures and all that hooey?" Applejack asked.

"It's not a lie. He's telling the truth. I know it may sound crazy, but he really was a human." Twilight was then defending herself.

"Okay, I'll try to believe ya." Applejack said.

"Well if this is true, then Zach, I think this 'champion' character... is you." Rarity finished.

"What? B-but how could I be-" Zach try to ask in total disbelief.

"Because it's like you said darling, you're from another world right? The book said about a stranger from a far land will come to save us all and if you're telling the truth that you're from another world, then it has to be you." Rarity simply explained.

"I-I'm sorry but you got the wrong guy. I'm no hero or some chosen one in a thousand year old prophecy, it's impossible. Besides, it said the hero is from a far land and I'm from a planet. I'm sorry, but you got the wrong one." Zach finished. The groups ears then drooped down along with their heads with sad faces on their faces.

"... But I did make a promise that I'll stay and help if this happens. So, I will do everything in my power to help out in any way." Zach said trying to cheer them up. He succeeded with confident smiles on their faces as a reward. "Thank you again." Twilight said with a smile on her face. "Don't mention it. Anyway, what else does the book say?" Zach asked.

"Oh yes. Anyway: it is said, the last known location of the five elements wading the ancient castle of the royal pony sisters." Twilight continued reading. Zach then heard something from outside as his ear twitched from the sound.

"What was that?" Zach asked while looking at the window.

"What was what?" Twilight asked curiously. A long silence took place so Zach could hear. Nothing came.

"Nevermind, I thought I heard something. Must have been the wind. Anyway, where is this castle?" Zach asked ignoring the sound.

"It is now located in what is now-" Twilight was now stuttering unable to finish.

"The Everfree Forest!" all the mares said in unison. They later came to a dark forest with fog around it. It resembles a forest Zach would see in his world but was a little creepy.

"Okay, it's a spooky forest I get it, but I don't see what the big deal is." said Zach.

"Don't you see? The Everfree Forest is one of the most dangerous places in Equestria. It has many predators with razor sharp teeth that could eat you up in just seconds." Twilight explained.

"Oh. That is scary." Zach said with a gulp.

"Whee! let's go!" Pinkie Pie said with excitement.

"Not so fast. Look, I appreciate the offer, but I'd really rather do this on my own." Twilight said stopping Pinkie in her tracks.

"No can do, Sugarcube. We ain't lettin' any friend of ours go in that creepy place alone. We're stickin' to like caramel on a candy apple." Applejack said as she walks into the forest with the others.

"Especially if there's candy apples in there." Pinkie said randomly. Zach and Twilight stared at her confused.

"What? Those things are good!" Pinkie said while trotting over to the forest. Twilight made a long sigh after that.

"Hey look, I know you feel responsible of letting this happen, but like I said I will help you get through this in any way I can. Don't worry everything will be fine." Zach gave a soft smile at her. She smiles back.

"Okay, let's go." Zach said leading Twilight to the others. It's still a dark but pretty night as the stars shine in the night. However, it does not help them see much in the dark forest. The seven ponies still journey through in hope to find the ancient castle.

"So, none of you have been in here before?" Twilight asked shakingly.

"Ugh, Heavens no! Just look at it- it's dreadful." Rarity said also shakingly.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack added.

"What's that suppose to mean?" Twilight said still scared.

"Nopony knows." Rainbow Dash said in a ghostly tone as she approached out of the shadows scaring Rarity, fluttershy, and Pinkie Pie. "You know why?" she then starts doing creeping steps towards them.

"Rainbow, quit it." Applejack said.

"Cause everypony who's ever come in, has... never... come... OUT!" Dash makes a jump scaring the three. All of a sudden, the cliff they stand on just collapsed taking the five wingless ponies with it.

"Fluttershy! Quick!" Dash ordered and swoops down to save the others. "Oh my goodness, oh my goodness." Fluttershy said in fear as she joins Dash. They both managed to get Rarity and Pinkie Pie while Applejack grabs on to a root. Zach and Twilight however were nearing the edge of the cliff with no one to save them. As Zach was about to grab on to a root of his own it snaps out of the ground and sends Zach screaming down the cliff.

"ZACH!" Twilight yelled out in horror as she holds on for dear life.

"Hold on, I'm-a-comin'!" Applejack said while she slides down to save her. She grabs a hold of her but she isn't strong enough to pull her up.

"Applejack! What do I do?" Twilight said in panic.

"... Let go." Applejack answered simply.

"Are you crazy?" Twilight asked in disbelief.

"No I ain't. I promise you'll be safe."

"That's not true."

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe." Applejack gave Twilight the most sincere look telling her it's the truth. Twilight thought for a moment and decided to let go. She screams thinking she knows what's going to happen next. But then a bump forced her to open her eyes. She looks down to see her not on the ground but flying. She looks back to see a familiar face holding her.

"Zach!" Twilight said in shock. It was really Zach still alive. He was holding on to a vine with his left hoof and held Twilight with his right.

"But how did-"

"I had my share of exercises." Zach said to her while swinging on the vine. The vine begins to break and sends the two falling down once again. But they were again rescued by Rainbow Dash and Fluttershy. "Phew-whoa!" both Zach and Twilight said together while the two pegasi struggle to hold on.

"Sorry, I'm not used to holding more than a bunny or two." Fluttershy apologized. Twilight watched Applejack jump down from the steps of the cliff smiling, knowing she can trust her with her life. They soon land on the ground safely. Twilight unexpectedly hugged Zach thankful he's still alive. Zach hugged back. After multiple thanks to Applejack, the group continues their journey.

"And once Pinkie and Rarity were saved, whoosh... Me and Fluttershy loop-de-loop around and WHAM! Caught you both in the nick of time." Dash gloated over the rescue that happened 10 minutes ago.

"Yes, Rainbow, we were there, and we're very grateful, be we gotta-" Twilight was then interrupted by a beast that popped out of nowhere. It looked to be a lion with wings and a tail of a scorpion.

"A manticore!" Twilight yelled out.

"A what!" Zach asked in shock.

"Half lion, half dragon, and half scorpion!" Twilight explained quickly. "We got to get past him!"

The beast begins attack witha swipe at Rarity but she dodged the attack and countered with a kick in the face with her hind hooves.

"Take that you ruffian!" Rarity shouted at it. The manticore then roared at Rarity thus giving her name a puffed up mess similar to Twilights that happened 3 days ago.

"My hair!" Rarity stared at her mane in shock. She then notices the manticore gave her a low growl and she yelped at it and started running.

"Wait!" Fluttershy shouted quietly. The beast was chasing Rarity when it stopped all of a sudden.

"YEE-HAW! Get along, little doggie!" Applejack rode the manticore like a bull.

"Wait!" Fluttershy shouted again a little louder. The manticore finally managed to get Appkejack off.

"Whoa! All yours, partner." Applejack said to Dash as she flew.

"I'm on it." Dash gave a salute and started charging the beast.

"Wait!" Fluttershy yet again shouted still getting louder. Dash was spinning around the manticore making a rainbow twister around. It somehow managed to swipe Dash away with its tail.

"Rainbow!" Twilight yelled out. Dash landed in front of them.

"Are you okay?" Zach asked concerned.

"I think so." Dash answered as she gets up in pain. The manticore made a swipe on the ground ready to take another attack. Zach, Twilight, and Applejack did the same. Zach made a huff at it and blowed steam from his nose. The group then begins to charge it for another fight.

"WAAAAAIT!" Fluttershy yelled out in front, finally getting their attention and stopping the fight.

"What?" Zach simply asked. Fluttershy turned to the manticore and approached it.

"What are you-" Zach was about to stop her but didn't want to get the beast angrier. The manticore was about to attack her, which made everyone except Zach close their eyes.

"Shh... it's okay." Fluttershy said to the manticore calmly.

"What?" Zach said in disbelief. The group opened their eyes to see what was going on. To their surprise the manticore didn't strike. Fluttershy rubbed her muzzle on the creatures left paw. It then presented its paw to her showing a thorn stuck on it.

"Oh you poor, poor little baby." Fluttershy cooed at the manticore.

"Little?" Rainbow Dash exaggerated.

"Yeah, more like gigantic." Zach agreed.

"Now this might hurt for just a second." Fluttershy said before she pulls the thorn off it's paw. It picked her up and roared.

"Fluttershy!" everyone shouted. But to their surprise it didnt eat her, it was licking her and purring in thanks.

"[giggles] Aw you're just a little ol' baby kitty, aren't you? Yes you are, yes you are." Fluttershy cooed the creature in a motherly tone.

"Okay, I'm not going to ask how she pulled that off." Zach said in disbelief as they walked past the manticore. Soon the beast lets go of Fluttershy leaving her mane sticking back in a rock star fashion.

"How did you know about the thorn?" Twilight asked Fluttershy.

"I didn't. Sometimes we all just need to show a little kindness." Fluttershy said as she walks by. Twilight was about to catch up with the others when she notices Zach thinking to himself.

"Zach, are you okay?" Twilight asked.

"Hmm? Oh nothing, just thinking. Lets get going." Zach said returning to his senses.

They continue into the forest as it gets darker the more they walk in.

"Eugh. My eyes need a rest from all this icky muck." Rarity complained. Soon the trees cover the moons light from visibility.

"Well, I didn't mean that literally."

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight said. They then began rambling about not seeing anything in front of then earlier. They were then bumping into each other without seeing.

"Oh wait, I think I stepped in somethin'." Applejack said lifting her hoof. Fluttershy then made a horrifying scream.

"it's just mud." Applejack tried to calm her down. She then looks at the direction she was screaming at and looked up. It was a tree with a monstrous face. She takes a leap back within a shout of surprise. The group found themselves surrounded by multiple face trees. They all start screaming in fear. Zach tried calming them down amiditly a little frightened himself. But then they start hearing giggling. It was Pinkie Pie laughing at the trees and making silly faces at them.

"Pinkie, what are you doing? Run!" Twilight yelled out.

"Oh girls, don't you see?" Pinkie began a little dance like there was a beat.

"When I was a filly and the sun was going down." Pinkie started to sing.

"Tell me she's not-" Twilight began but was interrupted by Pinkie who came out of nowhere.

"The darkness and the shadows, they would always make me frown." Pinkie continued singing.

"She is." Rarity said.

"I'd hide under my pillow

from what I thought I saw

but Granny Pie said that wasn't the way

to deal with fears at all."

"Then what is?" Rainbow Dash asked.

"She said: Pinkie, you got to stand up tall

learn to face your fears

you'll see they can't hurt you

just laugh at them and make them dissapear. Ha, ha, ha."

As soon as she laughed at a tree, it's face dissapeared. The group gasped.

"So, giggle at the ghostly

guffaw at the grossly

crack up at the creepy

whoop it up with the weepy

chortle at the kooky

snortle at the spooky."

Soon the group began laughing at the monstrous faces and one by one each face begins to dissapear.

"And tell that big dumb scary face

to take a hike and leave you alone

and if he thinks he can scare you

then he's got another thing coming

and the very idea of such a thing just wants to make you...

Hahahaha...heh...

LAUUUUUUUUUGH!" Pinkie finishes. The whole group then started laughing hard on the ground enjoying the sensation of laughing. They return to their journey still laughing while running. Pinkie then stopped in front of a raging rapid river with everyone bumping and looking from behind her.

"How are we gonna cross this? Pinkie asked aloud.

"I like to know what's causing it." Zach added.

They soon heard crying in the distance they followed it behind a bush to see a crying purple serpent with a stylish mane. His long body was making waves of its own which happens to be the cause of the rapids.

"I guess that answers my question." said Zach.

"[sobbing] What a world, What a world!" the serpent said as he splashes the river with his fists.

"Excuse me sir. Why are you crying?" Twilight asked.

"Well, I don't know. I was just sitting here, minding my own buisness, when this tacky little cloud of purple smoke whisked past me and tore half of beloved mustache clean off." the serpent pointed at his right cut off mustache.

"Wait. Tacky purple smoke? ...[gasp] Nightmare Moon." Zach said in shock.

"What!" everypony said together in shock.

"It was her the whole time. The avalanche, the thorn on the manticore, the faces. She knows we're after the elements. She's trying to stop us. We got to get to them before she does." Zach said putting the puzzle together.

"How? The serpent here is making the river a hazard." Rainbow Dash said annoyed.

"Excuse me, sir. Do you think you can stop the shaking for a little bit do we can cross? We're on an important mission here." Twilight asked politely.

"I don't know. Not while I'm still looking like this." the serpent pointed at his face again still crying.

"So, you're saying unless your precious mustache is whole, you're not stopping?" Zach asked irritated.

"Yes, because I look simply horrid." he then splashed himself in the river getting the group soaking wet with moaning and displeased looks on their faces.

"Oh give me a break." Dash said annoyed.

"That's what all the fuss is about?" Applejack said also a little annoyed.

"Of course it is. How can you be so insensitive?" Raity said with a tone in disbelief.

"Oh just look at him." Rarity cooed in a motherly tone.

"Such lovely luminescent scales." she then complimented.

"[sniff] I know." the serpent said.

"And you're expertly coiffed mane."

"Oh, I know, I know."

"Your fabulous manicure."

"[gasps] It's so true."

"All ruined without you're beautiful mustache."

"It's true. I'm hideous." the serpent began crying again.

"I simply cannot let such a crime agains fabulosity go uncorrected." she then unexpectedly took one of the serpents scales out.

"OW! What did you do that for?" the serpent said in pain with a tear coming out of his eye.

"Rarity, what are you-" Twilight was interrupted by a snipping sound. The serpent fainted rather over dramatically. Rarity cut her tail and took the longer peice with her magic and put it in the cut off part of the serpents mustache.

"Oh ohohohoho. My mustache. How wonderful." the serpent cheered in glee with his pride back.

"You look smashing." Rarity complimented.

"Oh, Rarity, you're beautiful tail..." Twilight looked at her tail in worry.

"Oh. It's fine, my dear. Short tails are in this season. Besides, it'll grow back." Rarity said with confidence.

"Gee, Rarity, that was very... generous of you. I didn't think you had it in you." Zach admitted.

"So would the mustache." Rainbow Dash said in obvious. They then notice the rapids stopped. It was now calmed waters.

"[gasp] We can cross now. Let's go. Ah!" A sudden force pulled Twilight up from the wet water.

"Allow me." the serpent kindly gestured as he raised his long back to make it as a bridge.

"Why thank you." Zach politely thanked the serpent. The gang hopped on the arches on his back to continue their adventure. They finally come across the ruined castle just yards away across a bridge.

"There it is, the ruin that hold the Elements of Harmony. We made it." Twilight said excitingly and sprints to the castle.

"Twilight, wait for us." Applejack shouted out.

"We're almost there. Whoa!" Twilight was nearly about to fall to see the bride cut off.

"Twilight!" Zach shouted out and quickly grabbed her tail. Je was still struggling until he was pulled by Rainbow Dash.

"What's with you two and falling off cliffs today?" Dash asked amusingly.

"I don't know." Zach said. "This was freshly cut." Zach said observing the other side.

"How can you tell?" Twilight asked.

"See how flat the cut ropes are at the other side? That means Nightmare Moon can't be to far." Zach explained.

"[sigh] Now what?" Pinkie said in exhaustion.

"Duh." Dash flapped her wings in front of Pinkie. She then flew down to grab the other side of the bridge.

"Oh yeah." Pinkie remembered about Dash's wings.

Dash managed to grab the other side of the bridge and took it to the other side. Just when she was about to tie it to the poles, she heard a mysterious voice call for her.

"Rainbow..." the voice called out.

"Who's there?" Dash shouted.

"Rainbow..." the voice said again.

"I ain't scared of you! Show yourself!" Dash demanded.

"We've been eagerly awaiting the arrival of the best flyer in Equestria." the voice said.

"Who?" Dash asked dumbfounded.

"Why, you, of course." the voice then said.

"Really? I mean... oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that would ya? 'cause I've been trying to get into that group for like ever."

"No, Rainbow Dash. We want you to join us, the Shadowbolts." the voice reveals itself as a female mare with two colts in acrobatic like suits similar to the Wonderbolts from the posters but darker and more intimidating.

"We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all of Equestria, but first, we need a captain. The most magnificent-" the mare began complimenting Dash.

"Yep." Dash agreed.

"Swiftest-"

"Yes."

"Bravest flyer in all the land."

"Yes, [chuckles] it's all true."

"We need... you." the mare whispered in Dash's ear.

"WOOHOO! Sign me up. Just let me tie this bridge real quick and then we have a deal." Dash said approaching the bridge.

"No, it's them or us." the mare suddenly steps in Dash's path.

"Rainbow, what's taking so long?" Twilight called out. She then noticed three more figures in front of her.

"Oh no. Rainbow! Don't listen to them." Twilight shouted. The mares eyes turned yellow and a thick cloud of fog blocked the others view from Dash.

"Well?" the mare asked again. Dash struggled to make two big decisions of her life. Abandon her friends and take the offer or stay with her friends and save Equestria. She then finally made up her mind.

"You... thank you! For the offer, I mean, but I'm afraid I have to say no." Dash then tied the bridge and went to meet the others. The group cheered to see Rainbow Dash stay with them to the very end. They then began walking across the bridge to meet their destination.

"See? I'd never leave my friends hangin'." Rainbow said to Twilight. As they crossed the other side, they notice that the figures are gone. Twilight noticed Zach was also missing. She turned to see him pondering about something.

"Zach, are you okay?" Twilight asked.

"Hmm? Oh, yeah, I'm fine, just thinking." Zach answered.

"About what?"

"Well, something caught me. Since our journey began, these other five ponies jumped in to help us and ironically made some sort of... connection."

"What do you mean by that?"

"Well, think about it for second. AJ's honesty to you, Fluttershy's kindness to the manticore, Pinkies laughing at the trees, Rarity's generosity for cutting off her tail, and now Dash's loyalty to us... You don't think that they are somehow... connected to the elements don't you?" Zach explained.

"What? You don't think that the Princess planed this, don't you? Come on Zach, it's a one in a million chance to meet somepony who is somehow connected to the elements." Twilight said.

"I guess you're right. Maybe it's just my imagination. Oh well, let's get going." Zach said as they walk to the ruins. When they got inside the roof was destroyed from erosion most of the windows were completely shattered. In the center of the entrance room lies a broken fountain with five stone spheres on them.

"Whoa. Come on, Twilight. Isn't this what you've been waitin' for?" Applejack said in admiration of the room.

"The Elements of Harmony. We've found them." Twilight said looking at the elements in surprise. Rainbow Dash and Fluttershy then flew up to retreive the stone elements. "Careful, careful!" Twilight said cautiously.

"One, two, three, four... There's only five!" Pinkie said as she counted the spheres.

"Where's the sixth?" Dash asked.

"The book said: when the five are present, a spark will cause the sixth element to be revealed." Twilight explained.

"What in the hay is that suppose to mean?" Applejack asked confusley.

"I'm not sure, but I have an idea. Stand back. I don't know what will happen." Twilight's horn began to glow as she prepares to do a spell.

"Come on now y'all. She needs to concentrate." Applejack said as her and the other four females walk out.

"I'll stay here and keep a watch out. Who knows when Nightmare Moon will show up?" Zach said while he stands behind Twilight. Everything was quiet, there was no sound of anything approaching what so ever. Until Zach's ears began to twitch. He heard a sound from behind him and assumed it was Twilight doing the spell. As he turned around he notices the elements were picked up by a small twister and sees that it wasn't Twilight doing it.

"Look out!" Zach shouted at Twilight. Twilight opened her eyes to see the twister right before her eyes.

"Aah!" Twilight screamed.

"Zach, Twilight!" the group outside shouted in worry. The elements began to dissapear in the small tornado.

"The elements!" Twilight then made a daring move and jumped into the monsoon.

"Twilight!" Zach rushed and joined her into it. He did it in the nick of time as the twister dissapears into thin air. The rest of the group rushed in only to find their two companions dissapear. They all rambled on saying 'where did they go' and 'where are they'. They then began searching the room for any sign of them.

"Zach, Twilight, where are you?" Applejack called out.

"Look!" Rarity pointed to another taller section of the castle. There were bright lights shining from the building.

"Come on!" Applejack ordered and they started galloping to the unexplored parts of the castle. Soon a spark of smoke appears in a room with Zach and Twilight in the middle of it. They started coughing from the effect.

"Are you okay?" Zach put a concerned hoof on her back. She nodded and turned her attention in front of her as did Zach. They gasped to see what they were seeing. It was none other than Nightmare Moon standing in front of a throne laughing with lightning striking behind her and the five Elements of Harmony floating by her side. Both Zach and Twilight put determined looks on their faces and started kicking the ground.

"You're kidding. You're kidding, right?" Nightmare Moon mocked.

"Does it look like we are?" Zach said in a brave tone. Twilights horn begins to glow and both ponies began to charge the foe. Nightmare Moon also began to charge ready for battle. Twilights horn glow begins to intensify.

"NOW!" Zach shouted. Then in an instant Twilight dissapeared but Zach stayed on course. Nightmare Moon was successful on striking one of her targets. Zach shouted in pain and was sent rolling a couple feet away. Nightmare Moon searched the room for Twilight and found her appearing in front of the elements. She looked in worry to see her friend hurt.

"Forget about me, just do it!" Zach yelled.

"[groan] Just one spark. Come on, come on." Twilight began another spell trying to perfect what she tried to do earlier. Nightmare Moon then begins to turn into her cloud form to stop her. Zach leaped to try and grab her leg but it was too late. She makes her way to the throne and returns to her normal form. A spark of electricity finally produces out of Twilight's horn but rebounded to her. She yelled in pain ad was sent flying back next to Zach.

"Twilight!" Zach said and came over to help her up. Electricity was running through the stone spheres.

"No, no!" Nightmare Moon said in anger. Zach and Twilight had confident smiles on their faces thinking they had did it. But the victory was short lived and the electricity dissipates. Nothing.

"[gasp] But... where's the sixth element?" Twilight said in shock. Nightmare Moon began laughing evilly and slammed her forehooves to the ground and smashes the elements into glass pieces. Zach and Twilight stared in horror knowing that their only hope in defeating Nightmare Moon was gone.

"You little foals! Thinking you can defeat me? Now you will never see your princess, or your precious sun! The night will last forever! [evil laugh]" Zach and Twilight stood there in defeat knowing there is nothing they can do now.

"And as for you, you have been a thorn in my side for far too long. Time I put an end to it." Nightmare Moon grinned devilishly and her horn glows a dark purple glow. Twilight was prepared to meet whatever is about to happen. A beam of energy shoots out of Nightmare Moons horn and it was aimed at Twilight. She closes eyes her tight ready to take the impact. A couple seconds past and nothing happened. Instead she hears a hollar of pain. She opens her eyes swiftly to see a brown blur past right in front of her. It rolled over the ground rapidly until it stops. It was Zach groaning in pain with smoke rising from his body.

"ZACH!" Twilight screamed in horror. She was about to rush for his aid but was interrupted by Nightmare Moon getting in her path.

"Uh, uh, uh, don't want to end up like him now do we?" Nightmare Moon said with an evil grin. Twilight didn't move but stood her ground. Nightmare Moon approached the injured pony and turns his body with her hoof to get a better look of his face.

"Ah, now I recognize you. You're that so called 'hero' that was suppose to have the power to stop me. HA. What a joke. You don't even have any power. It's too bad. I actually expected your princess was telling the truth about sending a challenge to face me. Instead I get a weak colt who can't even put up a fight. How pathetic." Nightmare Moon pushed Zach away to face Twilight.

"Now, where were we?" Nightmare Moon said with her horn glowing. Twilight began a fighting pose with her horn glowing as well.

"N... no." Zach said weakly.

"Hmm?" Nightmare Moons horn stops glowing and turns to see what Zach has to say.

"You... you have to be stopped." Zach said weakly and slowly gets up.

"I... I HAVE TO STOP YOU!" Zach shouted with fury. Suddenly his eyes turns into a blinding white glow.

"What? What is this?" Nightmare Moon said in surprise as she and Twilight stepped back cautiously. A white aurora then shines over Zach and begins to float in the air. The black charred mark on his chest vanishes and returns to the brown fur it was before. A horn then forms from his head magically. Then another surprise comes as wings began to grow on his back. And finally his flank begins to glow and reveals his cutie mark. It was a star similar to Twilight's but had divided colors on each angle. White on top, blue on the left, red on the bottom left corner, yellow on the right bottom corner, and green on the right. In the middle was a circle with a gray half on the left and a purple half on the right. He opens his eyes and the light dissipates. His iris was no longer the matching brown of his coat but a whitish gray. He lands on the ground gracefully and prepared himself for one final battle.

"Zach, you... you are-" Twilight said in disbelief.

"No. This is impossible. You're... you're a-" Nightmare Moon said shakingly in disbelief.

"An alicorn, a colt from another world, and the chosen one that's gonna put you in your place." Zach said with a victorious grin on his face.

"No you won't. I am not going to let a child defeat me." Nightmare Moon said in defense.

"Oh, but I'm afraid that's going to happen. It took me a while to believe but I accept that I am the chosen one and I am the one who was meant to take you out for good."

"[evil laugh] And how are you going to do that? Don't you remember? I destroyed your precious elements and your hopes of stopping me. It was said that the chosen one needs the Elements of Harmony to defeat me for good. But how are you going to do it without them?"

"That maybe true, but there are ways to take down an enemy without following the rules of a prophecy."

"[chuckles] Good luck with that. I am immortal."

"So am I." Zach then takes a charge with his wings. In his mind he didn't know how he learned how to fly so fast but he was more focused on taking down Nightmare Moon. She then flys to take on his attack. They then impacted and locked horns. They both grunt in effort as they take on each other proving who is the more superior. Their horns seperated and Zach begins firing beams of energy from his horn. Again doesn't know how it's possible he knows these things so fast but he is still focusing on fighting Nightmare Moon. She dodged every beam and shoots an attack of her own. Zach ducked and flew at her and forced her into the air and break the ceiling to the outside night. Twilight stared at the hole in ceiling in worry for his changed friend.

Meanwhile, the group is still running to the higher castle grounds to help their missing friends.

"We're almost there!" Applejack said to the others as they keep running up the stairs. They suddenly hear a loud bang take place at the building they were running at.

"What was that?" Fluttershy said shakingly. The group looked through a window to see what's going on. They see two showdowy figures fly into the air.

"Look, up there!" Rarity pointed.

"Oh no. It's Nightmare Moon and... ZACH? But how is he flying? Where did he get those wings?" Rainbow Dash said in shock.

"Nevermind that for now. We got to help him. Lets go." Applejack said with determination and continued running to the throne.

Zach and Nightmare Moons horns began to glow radiantly and were ready to fire another powerful beam. Both horns released their energy and collided with each other and made a loud explosion. They both flew into the smoke and locked with each other and flew straight down back to the castle hole spinning like a drill. As they were inches to the ground they released and flew away from each other. Nightmare Moons mane then made multiple cloud sized fog and moved in rows in front of Zach. As he charges lightning striked from the clouds trying to hit him but he turns and avoids each clouds path and eventually past all of them without getting hurt. They once again locked horns staring into each others eyes with fury. Their horns began glowing at the same time making a bright flash of light beam from the center. An explosion of energy then seperate the two. Nightmare Moon landed back to the throne by the shattered elements while Zach landed and slide a few feet right next to Twilight. Twilight looked at him with worry. Zach was panting fast and was sweating beads from his forehead.

"[evil laugh] Just as I thought. Look at you. You're already tired and you haven't even put a scratch on me. Even with your new powers you're still not powerful enough to stop me. Face it boy, it's over. [evil laugh]." lightning was striking everywhere above her.

"What am I going to do? She's right, even with my new powers I'm still not strong enough to defeat her. And she destroyed the very things I needed. I... I... I'm sorry." Zach said in defeat. But then when all hope seems lost both Zach and Twilight heard shouting from the stairs. They recognized them as the others that got seperated from each other. They were shouting their names saying they're coming. Zach and Twilight gasped and at the same time a twinkle of a spark ignited in their eyes.

"You think you can destroy the Elements of Harmony just like that? Well you're wrong, because the spirits of the Elements of Harmony are right here." Twilight said the others appeared right behind them. The shattered shards began to float in the air with colorful glows surrounding them.

"What?" Nightmare Moon said as she watches each crystal float.

"Applejack, who reassured me when I was in doubt, represents the spirit of... Honesty." Twilight said. Crystas began flying around Applejack.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of... Kindness." shards of crystals rotated around Fluttershy. She was intimidated at first but calmed down knowing its okay.

"Pinkie Pie, who banished fear by giggling at the face of danger, represents the spirit of... Laughter." Zach then said. Pinkie's shards then came to her.

"Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of... Generosity." Zach said again. Rarity's shards then began flying around her.

"And Rainbow Dash, who could not abandon her friends for her hearts desire, represents the spirit of... Loyalty." both Zach and Twilight said in unision. Finally Rainbow Dash was surrounded by her own set of crystals.

"The spirits of these five ponies got us through every challenge you threw at us." Twilight said with a victorious tone.

"You still don't have the sixth element. The spark didnt work." Nightmare Moon said defiantly.

"But it did! A different kind of spark. We felt it the very moment we realized how happy we were to hear you, to see you, how much we cared about you. The spark ignited inside us when we realized that you are all... my friends." Twilight finished with tears.

"And my family." Zach added also shedding tears. Suddenly a bright flash of light shined over them. It appeared as the sixth Element of Harmony. Nightmare Moon shielded her eyes from the harmful rays.

"You see, Nightmare Moon, when those elements are ignited by the... the spark, that resides in us all, it creates the sixth element." Twilight said.

"And the seventh." Zach added.

"What?" everyone yelled out including Nightmare Moon.

"There is also a seventh. This one was kept secret because, the elder sister couldn't use all seven at once, she was not powerful enough. It's also the very element that will destroy Nightmare Moon forever." Zach finished. Then an even more brighter light appeared revealing the seventh and most powerful element of all.

"These are the Elements of Harmony and the secret ones which we had unlocked." Zach said.

"The element of... Magic." Twilight said.

"And the element of... Life." Zach finished. Soon the five shattered elements began to reform around the necks of their new masters. Zach and Twilights elements formed and a radiant light formed arround them. Zach then spread all of his hooves and wings to shape a star. At that moment a beam of rainbow energy shot out of the group and aimed right at Nightmare Moon.

"NOOO! NOOO!" Nightmare Moon shouted in defeat while the beam of energy surrounded her. Zach and Twilights eyes open to show their irises have turned into blooming white lights. Shortly they were on the ground.

"Ugh my head." Rainbow Dash grunted in pain.

"Is everypony okay?" Applejack asked the group.

"I think so." Zach answered a bit weakly.

"Oh, thank goodness." Rarity shouted in delight. Her wavy tail was grown back to its original state like it was never cut.

"Why Rarity, it's so lovely." Fluttershy complimented.

"I know! I'll never part with it again." Rarity said as she wagged her tail and brushed her face to it.

"No. Your necklace. It looks just like your cutie mark." Fluttershy corrected. Rarity looked at her neck to find a golden necklace around. And it was true, in the middle it had purple jewel in a diamond shape like Rarity's cutie mark.

"What? Ooh. So does yours." Rarity pointed out. Fluttershy gasped in delight as she sees her necklace represents a pink jewel butterfly in the middle similar to Fluttershy's cutie mark.

"Look at mine! Look at mine!" Pinkie Pie shouted excitingly hopping next to Applejack. Pinkie's necklace shows a light sapphire jewel representing the middle ballon of her cutie mark. Applejacks shows an orange jewel apple like hers.

"Aw yeah." Dash beamed in pride as she looks at hers. It is lightning shaped ruby jewel looking like her rainbow lightning mark. Twilight however wears a crown like jewelery with a purple star jewel representing her cutie mark. As for Zach his are eight silver royal like bracelets two on each leg with white pearls in the middle. He looked at each of them seeing what they look like.

"None of these look like mine." Zach said in disappointment. Then a crazy idea hit him.

"Wait a minute." Zach said as he finds a mirror. He stood on his hindlegs and spread his legs and wings in the same stance he did earlier. He almost surprisingly looks like a star in his alicorn form.

"I... guess that makes sense." Zach said with raised eyebrow. He then went back on all fours and looked at his new friends.

"Gee, Zach and Twilight! I thought you two were just spoutin' a lot of hooey, but I reckon we really do represent the elements of friendship." Applejack said happily.

"Indeed you do." a familiar harmonious voice said. Then a light shined from the window. It was the sun rising after hours of absence. Then an orb of light appeared in the room and turned into the form of Princess Celestia herself. The group bowed except for Zach and Twilight as they approach her.

"[gasp] Princess Celestia." Twilight said in a happy tone.

"Twilight Sparkle, my faithful student. I knew you could do it." The princess said proudly as she nuzzles Twilight.

"But... you told me it was all an old pony tale." Twilight said.

"I told you needed to make some friends, nothing more. I saw the signs of Nightmare Moons return and I knew it was you who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart." Celestia explained and turned to Zach.

"And it was all thanks to you, Zachary Lanson, the chosen one. Thank you for saving Equestria." Celestia gratituded to him with a majestic smile.

"It was my honor, your majesty." Zach assured. He then turned to Twilight and the others with a smile on his face which they gladly returned.

"Now, if only another will as well. Princess Luna." Celestia said as she walked to the abandoned throne. There lied pieces if Nightmare Moons armor and in the middle layed a light blue female alicorn with a light blue mane and tail. She opened her coat matching blue sapphire eyes and gasped.

"It has been a thousand years since I've seen you like this." Celestia said as she approached her and kneeled next to her.

"Time to put our differences behind us. We were meant to rule together, little sister." Celedtia said to Luna.

"Sister?" everypony said in surprise.

"Yeah, think about it. The eldest sister controlled the sun ant the youngest controlled the moon. But after the youngest was banished, the eldest took control of both right?" Zach explained.

"Will you accept my friendship?" Celestia asked Luna. The whole group except for Zach leaned forward from the suspense of hearing her answer. Pinkie leaned too far and hilariously fell down accidentally.

"I'm so sorry! I missed you so much, big sister!" Luna then rushed and nuzzled under her neck while crying.

"I missed you, too." Celestia said also crying while leaning her head over her sisters. Pinkie then began crying overdramatically.

"Hey, you know what this calls for?" Pinkie said with an exciting voice.

"I think I know the answer to that." Zach said rolling his eyes.

"A party!" Pinkie shouts in excitement. Back in Ponyville the town celebrates to the defeat of Nightmare Moon and the return of Princess Celestia and Luna. Spike rushed to hug Twilight seeing that she is okay. Zach couldn't help but smile at the site. As both princesses arrived the crowd all bowed. Luna however droops her head down in shame expecting boos and jeers from the town. But two filly pegasi flew over and gave a flower necklace to her assuring her they are not mad. Luna smiled at her older sister from this. Zach however had a sad look on his face.

"Why so glum, Zachary Lanson? Are you not happy to return to your home planet?" Celestia asked the brown part human pony. But there was a part in Zach that didn't want to go. The friends he just made put an impact on his life. For once in a very long time their were others who accepted him for who he is. He had... a family. But he knew in his heart that he doesn't belong there.

"Uh yeah. This was what I was after for, for these past 3 days, huh?" Zach said with a sad tone.

"Well as a princess, I made a promise to you 3 days ago that I would. And as a princess, I shall fulfill that promise just as you fulfill the propecy." Celestia said as her horn begins to glow. A portal opened behind Zach and surprised him.

"This will lead you back to your home." Celestia said to him.

"Wait. Can... can I say goodbye to my friends for one last time, please?" Zach asked the princess with begging eyes.

"I have no objections. You may." Celestia allowed Zach. Before Zach was about to approach his friends Princess Luna walked in his path and stared at him in the eyes.

"So, you're the one who freed me?" Luna asked.

"Yes I am." Zach simply answered.

"And you're the one who defeated me?"

"Yes."

"And you're the one who stopped my night from eternal slumber?"

"...Yes, yes I am." Zach said again. Luna unexpectedly threw herself at him and hugged him. Zach widened his eyes at this.

"Thank you. Thank you for saving me." Luna said quietly still hugging him. Zach hugged back.

"You're welcome." Zach said kindly. As they broke the hug Luna looked at him with a smile and tears forming from her eyes. She then moved back to Celestia for him to proceed. Zach approached his friends.

"So, this it. After 3 crazy days, huh? Amazing how time flies. This was probably the weirdest moment in my life. Entering another world, turning into a pony, and even fulfill some hero prophecy. But it was all worth it." Zach began to cry.

"You have all changed my life. Making it a lot better. Thank you all." Zach said to them. Each of the ponies also began to shed tears. Zach walked up to Twilight and looked at her.

"But I have to thank you the most, Twilight Sparkle. You had done the most to turn me into the person or pony for that matter [chuckles] to the one I am today. I'll never forget you." Zach said to her. Twilight couldn't but hug him. Zach hugged back to the crying unicorn. The group then joined in hugging him.

"I'm going to miss all of you." Zach said through his tears.

"We're going to miss you, too," Twilight said sadly. Regretfully they broke the hug and Zach makes his way to the vortex. He then stopped inches away from the entrance.

"One more thing..." Zach turned his head to look at them. "Did you know that you're all my very best friends?" Zach said with a sad smile. The group smiled back with the same gesture. Then Zach moved into the portal and dissapeared as it closed. Twilight looked down at the ground and wiped away her tears.

"Look on the bright side, Twilight. He returns to his home and you return to your studies. Are you happy about that?" Celestia asks her student with a calming voice.

"That's just it. Not only did I lose one great friend and just when I learned how wonderful it is to have friends, I have to leave all of them." Twilight said sadly. Celestia looked at for a moment and made a decision.

"Spike, take a note, please." Celestia ordered. Spike got out a quill and paper and prepared to write.

"I, Princess Celestia, hearby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria. She must continue to study the magic of friendship. She must report to me her findings from her new home in Ponyville." Celestia announced. The crowd cheered and Twilight's friends gathered around her and hugged her.

"Oh thank you, Princess Celestia! I'll study harder than ever before." Twilight said happily to her.

"Um excuse me, Twilight Sparkle, correct?" asked a mysterious yet familiar voice.

"Why yes, I am. What can I-[gasp]." Twilight turned to see who her caller was. She couldn't believe her eyes. She didn't know if this was real or if she was daydreaming.

"I seem to have forgotten to return this book before I left." it was Zachary Lanson standing there with a book in his right hoof. He was actually there. He had returned to Equestria.

"ZACH!" everypony shouted happily and rushed over to him. They literally tackled him to the ground and hugged him. They were laughing together to see their part human friend return. As they got back up Twilight widened her eyes in disbelief.

"Bu-but how? I thought you were gone forever!" Twilight said to him in a surprise tone.

"Well, let's just say a certain princess gave me a certain 'passport' before I left." Zach explained. He then turned to Celestia with a sly smile on his face.

"You knew I would change my mind, didn't you?" Zach said with the sly smile.

"[giggles] I had a hunch. Besides, I couldn't let you go back to that horrible place. You deserve better than that. Which is why I want you, along with Twilight, to become one of my faithful students. Will you accept?" Celestia said with a smile. Zach paused for a moment and looked at his friends. He smiled at his new family. The answer was an obvious one.

"I... would be honored." Zach answered. The crowd cheered and Zach's friends rushed over and gave a big hug. This was the end of the journey but it was also the beginning of a new life.

"Isn't this exciting? Are you excited cause I'm excited I've never been so excited, well, except for the time that I went [gasp] but I mean really-"

Pinkie, get back in Ponyville now! [sighs] Party animals.

"No. Nope. Nope-" Spike was on Twilight's back throwing apples away from the baskets she was carrying. Zach is with her holding two baskets on his sides and a third on his back helping Applejack in Sweet Apple Acres.

"Thank you kindly, Zach and Twilight, for helping me out. I bet Big Macintosh I could get all these golden delicious in the barn by lunchtime. If I win, he's gonna walk down Stirrup Street in one of granny's girdles. [chuckles]" Applejack laughed.

"Nice." Zach giving Applejack encouragement.

"No problem at all, Applejack. I'm glad the goal is lunchtime. All this hard work is making me hungry." Twilight said.

"I know, right?" Spike said and accidentally threw an apple on Twilights head. She gave Spike a glare and he gave a sheepish smile in return.

"Puh-leez, Spike, you've been lounging on my back all morning while we worked." Twilight reminded.

"Exactly. You three are taking so long, I missed snack time." said Spike. Twilights stomach grumbled after hearing that.

"Speaking of snack time." Zach said giving a sly smile.

"[laughs nervously] Eh, I guess we better get some food." Twilight said. Spike resumed searching the apple basket.

"Nope. Worm. A-ha!" Spike then pulled out a bright big red apple. Twilights tongue licked her lips at the sight.

"Oh Spike, that looks delicious." Twilight said.

"Can-" Zach was about to ask when Spike pulled the apple into his mouth and gobbled in one bite making a speck of juice fly right at Zach's and Twilights face.

"Spike." both Zach and Twilight said in unision. Spike swallows the apple.

"What?" Spike said with his arms lifted in a confused state. He then covered his mouth looking like he was about to throw up. Then he belched a green fire trail and magically turned into a letter. It floats down gently near the four.

"It's a letter from Princess Celestia." Twilight said.

"I wonder what she wants?" Zach wondered.

"[clears throat] Hear ye, hear ye. Her Grand Royal Highness, Princess Celestia of Equestria, is pleased to announce The Grand Galloping Gala to be held in the magnificent capital city of Canterlot, on the 21st day of, eh, yadda yadda yadda, cordially extends an invitation to Twilight Sparkle plus one guest." Spike read.

"[gasp] The Grand Galloping Gala!" Twilight and Applejack said together.

"...Okay, now I'm confused." Zach said with a puzzled look.

-Main music plays-

"The Grand Galloping Gala! [cheering]" both Twilight and Applejack were hopping in excitement while Zach and Spike stared. Spike then sticked out his tongue in a disgusted manor. He again covered his mouth and belched again revealing two golden tickets.

"Look, two tickets." Spike showed.

"Wow, great." Twilight said happily.

"Um sorry to interrupt this happy moment, but I'm still new here. What is this 'Grand Galloping Gala'?" Zach asked.

"Why it's one of the most important events of the year. Almost every rich and famous celebrities of Equestria come to this event. There's dancing, food, new year product announcements, and even a day to meet Princess Celestia herself." Twilight explained.

"Huh. That sounds interesting." Zach said understanding.

"Hey, would you like to come? I bet you would love it." Twililght asked happily.

"Nah, it's okay. Besides, the Princess is still teaching me more about Equestria so that I can understand it better." Zach declined.

"Suit yourself. Wow, I've never been to the gala. Have you, Spike?" Twilight turned her attention to Spike.

"No, and I plan to keep it that way. I don't want any of that girly frilly frou-frou nonsense." Spike also declined.

"Aw, come on Spike. A dance would be nice." Twilight pleaded trying to persuade him.

"Nice? It's a heap good more than just nice. I'd love to go." Applejack said and started to daydream.

"Land sakes, if I had an apple stand set up, ponies would be chowin' our tasty vittles till the cows came home. Do you have any idea how much business I could drum up for Sweet Apple Acres? Why, with all that money, we could do a heap of fixin' up 'round here. We could replace that saggy old roof, and Big Macintosh could replace that saggy old plow, and Granny Smith could replace that saggy old hip." Applejack said as she daydreams.

"Is that even possible?" Zach asked after hearing the last part.

"Why, I'd give my left hind leg to go to that gala." Applejack said with puppy eyes.

"Oh, well in that case, would you like to-" Twilight was interupted by a shout.

"What the- OW!" Zach said looking up with the others until something landed on the three ponies.

"Are we talking about The Grand Galloping Gala?" it was Rainbow Dash on them with unamused looks on the three grounded ponies.

"Rainbow Dash, you told me you were too busy to help me harvest apples. What were you busy doing, spyin'?" Applejack gave a curious look at her.

"No, I was busy napping." Dash pointed at a tree above them with a blanket and a pillow on a branch.

"On a tree? Of course." Zach said with an annoyed tone.

"And I just happened to hear that you have an extra ticket?" Dash asked Twilight with hoping eyes.

"Yeah, but-" Twilight answered slowly.

"YES! This is so awesome. The Wonderbolts perform at The Grand Galloping Gala every year. I can see it now." Dash outbursted with excitment. It was her turn to daydream.

"Everyone would be watching the sky. Their eyes riveted on The Wonderbolts, but then in would fly, Rainbow Dash." Dash finished with emphasis.

"Of course she would." Zach said during a daydream again.

"I would draw their attention with my Super Speed Strut. Then, I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, The Buccaneer Blaze. The ponies would go wild. The Wonderbolts would insist that my signature moves be incorporated into their routine, and then welcome me as their newest member." Dash finished.

"Don't you see, Twilight? This could be my one chance to show 'em my stuff. You gotta take me!" Dash flew to Twilights face with pleading eyes. All of a sudden a force surprised the pegasus and pulled away from Twilight.

"Hold on just one pony pickin' minute here." Applejack muffled while holding on to Dash's tail with her mouth. She spits it out to talk more clearly.

"I asked for that ticket first." Applejack said giving Dash competiting eyes.

"So? That doesn't mean you own it." Dash retorted.

"Oh yeah? Well I challenge you to a hoof-wrassle. Winner gets the ticket." Applejack challenged. Her and Dash then put their front right hooves on a stump and grasped each others hooves and began forcing their strength on each other with flaming eyes of competition. Twilight then stopped the fued by pushing them away from each other between them.

"Girls, these are my tickets, I'll decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?" Twilight pointed out.

"Drummin' up business for the farm?" Applejack mentioned.

"A chance to audition for The Wonderbolts?" Dash countered.

"Money t' fix granny's hip."

"Living the dream." Twilight then gave a dumbfounded look.

"Oh my, those are pretty good reasons, aren't they?" Twilight said with a uneased look. Her stomach then began grumbling again.

"[chuckles] Listen to that, I am starving. I don't know about you, but I can't make important decisions on an empty stomach, so I'll, uh, think about it over lunch and get back to you two, okay?" Twilight said as she with Zach and spike make their way to town.

"Okay." Applejack and Dash said in unision. They then returned their competitive faces and resumed their wrestling.

"And no hoof wrestle." Zach shouted at them in the distance. They soon got into Ponyville and started searching for a place to eat.

"So who are you going to give the ticket to, Twilight?" Spike asked while riding on her back.

"I don't know Spike, but I really can't think straight when I'm hungry, so where should we eat?" Twilight asked.

"Maybe- GAH!" Zach was then interrupted as another force hits the three into the ground this time the source coming from Sugarcube Corner. Pinkie Pie was lying on the three.

"Darn it, Pinkie." Zach mumbled in pain. The tickets that Spike let go of were flowing down to the ground slowly. They then touched Pinkies snout and she opened her eyes to see what it is.

"GAH! Bats! Bats on my face, help!" Pinkie screamed and ran around and stomps her hooves in one place.

"Wait, these aren't... tickets to the Grand Galloping Gala?" her attitude changes into excitement with her eyes sparkling.

"It's the most amazing tremendous super-fun wonderful terrifically humongous party in all of Equestria! I've always always ALWAYS wanted to go!" Pinkie said with her over hyper attitude.

"Oh the Grand Galloping Gala-" Pinkie started to sing in her daydreaming.

"Oh great, more singing." Zach complained.

"Is the best place for me

Oh the Grand Galloping Gala

is the best place for me

Hip hip hooray

Its the best place for me

for Pinkie.

With decorations like streamers and fairy-lights and pinwheels and piñatas and pin-cushions. With goodies like sugar cubes and sugar canes and sundaes and sun-beams and sarsaparilla. And I get to play my favorite-est of favorite fantabulous games like pin the tail on the pony!

Oh the Grand Galloping Gala

is the best place for me

Oh the Grand Galloping Gala

is the best place for me

'Cause it's the most galariffic superly-terrific gala ever in the whole galaxy Wheee!" Pinkie finished her song.

"Oh thank you Twilight, it's the most wonderful-est gift ever." Pinkie gleefully hopped around and gave Twilight fluttering blinks assuming the extra ticket is for her.

"Um actually-" Twilight was about to explained. Spike picked up the tickets with Zach by him.

"[gasp] Are these what I think they are?" a familiar voice said behind them. The boys turned to see Rarity admiring the tickets with worried looks on their faces.

"Uh-" Twilight tried to find the right words.

"Yes, yes, yes! Twilights taking me to the Grand Galopping Gala in Canterlot." Pinkie said aloud.

"The Gala? I design ensembles for the gala every year, but I never had the opportunity to attend. Oh, the society, the culture, the glamor, it's where I truly belong. And where I'm destined to meet... Him." Rarity said with sparkling eyes.

"Him... Who?" Pinkie asked.

"Him." Rarity starts her daydreaming story.

"I would stroll through the gala, and everyone would wonder, 'who is that mysterious mare?' They would never guess that I was just a simple pony from little old Ponyville. Why, I would cause such a sensation that I would be invited for an audience with Princess Celestis herself, and the princess would be so taken by the style and elegance that she would introduce me to him, her nephew, the most handsome eligible unicorn stallion in Canterlot. Our eyes would meet, our hearts would melt, our courtship would be magnificent, he would ask my hoof in marriage, and of course I would say YES. We would have a royal wedding, befitting a princess, which is [giggles] what I would become upon marrying him, the stallion of dreams." Rarity finished.

"That sounds familiar. I think it had something to do with a glass slipper or something." Zach thought.

"Twilight, I simply cannot believe would invite Pinkie Pie so she can, party, and prevent me from meeting my true love. How could you? Hmph." Rarity turned her back at her and raised her head in a rude manor.

"Um actually Rarity-" Zach was about to explain when he notices a bunny dashed and grabbed the tickets out of Spike's claws.

"Hey!" both Zach and Spike yelled out. The bunny takes the tickets to it's master who happens to be Fluttershy.

"[gasp] Angel, these are perfect." Fluttershy said to the bunny.

"Uh, listen guys, I haven't decided who to give the extra ticket to." Twilight finally explained.

"You haven't?" Rarity and Pinkie Pie said in unision switching expressions.

"Um, excuse me, Twilight, I would like to ask, I mean, if it be alright, if you haven't given it to someone else-" Fluttershy was about to ask shyly.

"You? You want to go to the gala?" Rarity asked with a furrowed eyebrow.

"Oh, no." Fluttershy answered. Angel then began kicking her hoof rapidly. Zach the came over and yanked the tickets out of his grasp with his magic giving him a glare.

"I mean, yes, or, actually, kind of. You see..." Fluttershy begins her imaginative story.

"It's not so much the Grand Galloping Gala as it is wondrous private gated garden that surrounds the flowers are said to be the most beautiful and fragrant in all of Equestria. For the night at the gala, and that night alone, would they all be in bloom... and that's just the flora! Don't get me started in the fauna. There's loons and toucans and bitterns, oh my. Hummingbirds that can really hum, and buzzards that can really buzz."

"Buzzards that buzz? Well that's an interesting twist." Zach interrupted again.

"White-blue jays, and ref jays, and green jays, pink jays and pink flamingos." Fluttershy finished.

"Gee, Fluttershy, it sounds... beautiful?" Twilight said.

"Wait just a minute." a voice called out. She looked up to see who it is.

"Rainbow Dash, we're you following me?" Twilight asked in surprise. Dash lands by Twilight from a rooftop.

"No. I mean, yes. I mean, maybe. Look, it doesn't matter. I couldn't risk a goody-four-shoes like you giving away that ticket away to just anypony." Dash said to her.

"Wait just another minute." Applejack appeared from the opposite direction.

"Applejack, we're you following me too?" Twilight asked in surprise.

"No, I was followin' this one to make sure she didn't try any funny business. Still trying to take mah ticket." Applejack said to Rainbow Dash.

"YOUR ticket?" Dash said in anger.

"But Twilights taking me." Pinkie Pie interjected. Soon the whole group begins to argue.

"Girls, ladies, please-" Zach tried to calm them down but was pinned to the ground with Twilight with worried llooks. They looked at each other unsure on what to do.

"Girls-please you-ladies-I-listen-" Zach hesitates as he tries to get the others attention.

"QUIET!" Twilight shouts unexpectedly.

"And then I said, "Oatmeal, are you craz-" oh." Pinkie realized in a sheepish tone.

"Really?" Zach said with an unpleased look.

"Girls, there's no use in arguing." Twilight said.

"But Twilight-" Rarity came up with pleading eyes.

"Eh! This is my decision, and I'm going to make it on my own, and I certainly can't think straight with all this noise." Twilight said. Her stomach begins to grumble yet again.

"Not to mention hunger. Now go on, shoo." Twilight ordered. The five grumbled in disappointment and went their seperate ways.

"And don't worry, I'll figure this out... somehow." Twilight mumbled. Zach gave a worry expression to her also wanting to know what to do. Later the two ponies and dragon arrived at a restaurant sitting down waiting to take an order.

"Ah, Zach and Spike, what am I gonna do? All five of my best friends have really good reasons to go to the gala. Applejack, or Rainbow Dash? Pinkie Pie or Fluttershy - Rarity, oh who should go with me?" Twilight said in stress. Once again her stomach growls. She then licks up petals she has picking from a flower to help tame her hunger.

"Have you made your decision?" said a French like accent.

"I can't decide!" Twilight shouted in frustration.

"Twilight, he just wants to take your order." Spike pointed at the menu. Twilight notices the waiter next to her.

"Oh. I would love a daffodil and daisy sandwich." said Twilight.

"I'll have the tomato soup with celery and carrots, please." Zach wanted.

"Do you have any rubies?" Spike asked. The waiter gave him an annoyed look. "No? Okay. I'll have the hay fries, extra crispy." Spike said. The waiter then left to prepare their orders.

"What do you think, Zach and Spike?" Twilight asked the two.

"I think we need to try another restaurant. I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?" Spike asked in annoyance.

"Wait, you're a dragon, how can you eat grass, I thought you're suppose to be a carnivore?" Zach asked in a puzzled way.

"Well-" Spike was about to answer until he was interrupted.

"I mean about the gala and the ticket and who I should take." Twilight corrected.

"Oh. You're still on that?" Spike said irritatedly.

"Spike, listen. How do I choose? And when I do choose, will the other four be mad at me? I mean, I could give up my ticket and give away two, but that will still leave three disappointed ponies. What if I-" Twilight pondered on how to solve the problem until a plate with a flower sandwich appeared in front of her.

"Ah, your food." the waiter said holding the plate and put it down on the table in front of her.

"Oh thank you. This looks so good. I'm sure everything will be much clearer once I eat." the boys were already eating their orders as Twilight was using her magic to get ready to eat hers. But a something paused her action as a crowd of ponies were galloping inside the restaurant.

"What the?" Zach said with a confused look.

"Eh, sir and madam? Are you going to eat your food in ze rain?" the waiter asked with a furrowed eyebrow.

"It's not raining." Twilight said looking around. Then in a split second it started pouring around them. Mysteriously though they were not wet as a small light from the sun shines on the spot their on.

"Well, now it is." Zach pointed out.

"What's going on?" Twilight asked bewildered and looks up.

"Hi there best friend forever I've ever had. Enjoying the sunny weather?" it was Rainbow Dash lying on the edge of the ringed cloud hole in the sky.

"Rainbow Dash, what are you doing?" Twilight asked with suspicious eyes. Zach also gave the same look as he looks up.

"Whaddya you mean? I just saw the smartest most generous pony about to get rained on, so I thought I'd kick a hole in the clouds to keep her dry so she could dine in peace, that's all." Dash said with an innocent tone. Zach and Twilight looked at each other having the same idea in their heads.

"Rainbow, you're not trying to get extra consideration for the extra ticket by doing me extra special favors, are you?" Twilight gives her an interrogating look.

"Me? No no no, of course not." Dash said with an angel like smile.

"Uh-huh." Twilight said with sarcasm.

"Seriously, I'd do it for any pony." Dash insisted.

"What about them?" Zach pointed at the ponies who are running to find shelter while getting soaked.

"[gulp then chuckles sheepishly]." Dash took a uneasy look.

"Rainbow, I am not comfortable accepting unwanted favors, so I'd appreciate it if you close up that rain cloud right now." Twilight demanded.

"Ugh fine." Dash pouted and closed the hole in the cloud.

"That's better." Twilight said with a pleased tone. She was then about to take her first bite of her food.

"Uh Twilight, maybe we should wait until we-" Zach tried to say in a fast pace but then was interrupted by the rain which has now made them and their food soaking wet.

"Ate first." Zach finished in a slower pace this time. Twilight grumbled in annoyance.

"Zach, Twilight, it's raining." Rarity pointed out obviously. She is wearing a fancy fashioned umbrella on her back like a saddle,

"No, really?" Twilight said sarcastically.

"Thanks for pointing that out, Miss obvious." Zach said also in a sarcastic tone.

"Come with me before you catch a cold." Rarity grabs the two with Spike riding on Zach's back as they galloped to the boutique. As they got there Zach and Twilight shook themselves like a dog and sprays the water off their fur until they were dry. They looked to see their shooked water got Rarity soaking wet with her wavy mane and tail ruined.

"Heh heh, oops, sorry." Twilight apologized.

"Oh no, it's quite alright, after all, we are... the best of friends, are we not?" Rarity nuzzles Twilights neck. Zach rolled his eyes knowing where this is going.

"And you know what the best of friends do?" Rarity asked in a delighted tone.

"Uh..." was all Twilight had to answer.

"Makeovers!" Rarity grabbed both Zach and Twilight and pulled them to a dressing cover.

"Ugh, Rarity, ow-hey stop that-this really isn't fixing it-ow you're pulling on my mane-ah, I mean, thank you but, ooh that's too tight." Zach and Twilight struggle behind the cover as Rarity does her work. She then removes the cover to show their duds. Twilight wears a colorful saddle while Zach wears a classy like light brown suit.

"There. Oh, you're simply darling." Rarity complimented.

"Uh, yeah, it is kinda pretty, isn't it?" Twilight agreed.

"Meh, not too shabby." Zach joined in. Spike sticks out his tongue and points at it in a disgusted impression. Rarity then came over and accidentally knocked his claw deep into his throat.

"And you. Oh Spike, I have a dandy little outfit for the dashing gent." Rarity pulled the cover over and pulled Spike on just as he was about to get away.

"D-ah, oh, hey, ow, watch it, whoa!" Spike got a taste of the dressing mess. As the cover pulled out Spike wore a French classy suit with a blond wig. He took a look at it and produced an embarrassed look.

"Oh this is precious." Zach chuckled.

"[giggles] Oh, Spike." Twilight joined in the laughing.

"Now you just need a hat." Rarity came over with a matching hat with a feather on it and put it on Spikes head.

"Ugh, I told you, I don't want any part of this Gorky gala gunk, see you back at the library." Spike then quickly took off his clothes and zoomed out of the boutique.

"[laughs] Oh who needs him anyway." Rarity said. She then pulled a mirror in front of Twilight so she could see. Twilight was then admiring how gorgeous the dress looks on her.

"This is all about you, and how fabulous you'll look at the Grand Galloping Gala." Rarity said. Twilight blinked in realization.

"Wait, the Grand-" Twilight was about to ask curiously.

"[gasps] And oh, my goodness, what a coincidence. I happen to have an ensemble of my own that matches yours to a T. We would be the belles of the ball, you and I. Everyone would be clamoring for our attention. All eyes would be on us, and then everyone would finally know, the most beautiful, most talented, most sophisticated pony in all of Equestria is Rarity the unicorn." Rarity's eyes were then sparkling in hope as she thinks of the possibilities. She then notices Zach staring at her along with Twilight.

"Ah, [nervous laughter] and Twilight Sparkle, of course." Rarity said with a nervous smile realizing she had just given herself away.

"I see what's going on. You're just buttering me up so I give you the extra ticket. Well it's not gonna work, you're going to have to wait for my decision just like everyone else. Now, if you'll excuse me, I've been trying all day to just to get some lunch." Twilight then took off her dress and threw across the room along with Zach's as they are about to leave the boutique.

"Did somepony say lunch?" Applejack asked as she poked her head out in the entrance and grabbed Twilight and took her outside. Her jaw opened as far as it could to see a cart with a load of food in it.

"You've got to be kidding me?" Twilight looked in disbelief.

"I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, apple crumblers, and apple brown Betty. Uh, the dessert, not my auntie. What do you say there, best friend?" Applejack asked with pleading eyes. Twilights eyes widened with desire to have any bite out of the sweets she was offered. Her stomach growled wanting those apple treats in her.

"Is that a yes?" Applejack asked. Twilight then put her eyes in a very tough decision look.

"No. No. I don't know who I'm giving the ticket to, and all these favors aren't making it any easier to decide. In fact, I'm less sure now than I was this morning. Ugh!" Twilight groaned and ran off with Zach following.

"So, that's a maybe?" Applejack asked herself.

"Ugh, I never thought being showered with favors would be so aggravating." Twilight complained as she and Zach trot to the library.

"Trust me, I know how you feel, I've been through it, a lot. Well, at least we're at the quiet library with no pony to trouble you as you make your decision." Zach pointed out the bright side. As they opened the door though they hear humming. What really surprised them however is to see Fluttershy and a flock of animals clean the place. She was humming a familiar tune that Zach cannot exactly remember where he heard it.

"[gasp] Fluttershy, not you too?" Twilight said in disbelief.

"Oh, well, hello Zach and Twilight. I hope you don't mind, but we're all doing a little spring cleaning for you." Fluttershy assured.

"It's summer." Twilight corrected. Fluttershy blushed at the little mistake she made.

"Oh, well, better late than never, right? It was Angel's idea." She pointed to her pet bunny as he makes a salad.

"You're not doing this for the ticket, are you?" Twilight asked in a very irritated tone.

"Oh no, I'm doing this because you're my very best friend. Right Angel?" Fluttershy turned her attention to Angel who gave her a very serious look.

"Oh, yes, we are just doing this for the ticket." she happily admitted.

"Well, at least she's being honest." Zach whispered to Twilight. Angel came up with the finished bowl of salad and offered it to Twilight which in return made her stomach yet again grumble.

"No no no! Well, this was all very nice of you and Angel, but I'm not accepting any extra favors until I've made my final decision, so I'm going to have to ask you to leave." Twilight opened the door and pointed the way out. Suddenly a loud shout startled the two library owners.

"SURPRISE!" a bunch of ponies shouted out and grabbed only Twilight and started tossing her into the air.

"Twilight is my bestest friend

whoopie, whoopie!" Pinkie Pie started to sing for a second time in the crowd.

"Pinkie..." Twilight tried to get Pinkies attention while being thrown into the air.

"She's the cutest, smartest, all around best

pony, pony!"

"Pinkie."

"I bet if I throw a super-duper fun

party, party..."

"Pinkie."

"She'll give her extra ticket to the gala to meeeee!"

"PINKIIIIIIIIIE!" Twilight shouted aloud. Her throwers then stepped out of the way and landed back first to the ground.

"Yes, Twilight?" Pinkie asked in a happy tone and fluttered her eyes.

" At least the other ponies try to be subtle about the ticket." Twilight mentioned as she sat back up.

"Wait, what ticket? What gala?" a pony in the crowd asked curiously.

"Oh, you didn't know? Twilight has an extra ticket to the Grand Galloping Gala!" Pinkie said out loud.

"PINKIE!" Zach yelled at Pinkie in frustration.

"The Grand Galloping Gala?" the crowd shouted in unison. Each then began asking questions on how they can earn the extra ticket. Zach, Twilight, and Spike tried to get away.

"Would you like any help with your gardening?" a pony offered while holding flowers in one of her hooves.

"Uh, no thanks." Zach declined for them and changed direction.

"I have a cartload of extra carrots." another pony offered with carrots in her hoof.

"No, it's fine uh..." Zach declined again and tried leading the two out but was soon cut off by another bunch who kept asking what to do for the ticket.

"What are we gonna do?" Spike asked worriedly.

"We're... gonna... RUN!" Twilight shouted as she gallops through the crowd.

"Good plan!" Zach agreed as he ran with her. They were soon being chased down by a mob of ponies who are desperate to get the ticket. They then hid behind Applejacks cart and the mob ran past it thus losing them. But it didn't take long for one of the ponies to find their hiding spot. They returned to running away from the crowd. They then disguised themselves as a couple strolling down with their baby inside their carriage as the crowd past them again. Zach had a black suit with a black top hat. Twilight wore a mother like hoody. Spike lied in the carriage with baby clothes on. One of the ponies again noticed them and started running toward them. They then hid under a bridge and held on the bottom of it. Spike the list his grip and was about to fall. Zach tried to catch him but couldn't get a grip on him. They later went hid in a costume store disguised as models wearing costumes. Twilight dressed herself as a clown, Spike as a mermaid, and Zach as Spider-Pony. At night fall they then made their way to a dead end with no where else to go. They watch in fear as the mob of ponies began to crowd them. Suddenly Twilights horn begins to glow.

"Hold on." Zach said as he grabbed ahold of Spike and Twilight. They then vanished in a flash of light without a trace. The surprised ponies asked multiple questions on where did they go and looked around. The three appeared back at the library and bewildered at what just happened.

"Ugh, warn me next time you're going to do that." Spike said as wobbles out of balance with ashes on his scales and his spines burnt.

"I didn't even know it was going to happen. Now quick, lock the doors." Twilight ordered. The group began blowing out the lights, shutting, and locking every door and window. As they finished they layed back to back and took a sigh of relief. But all of a sudden the lights turned back on and revealed their five friends waiting for them.

"YAAAAAARGH! I can't decide, I just can't decide. It's important to all of you and I can't stand to dissapoint any of you, and giving me gifts and doing me favors won't make any difference because you're all my friends and I wanna make you all happy and I can't, I just can't." Twilight cried out with her head under her hooves as she laid on the ground in stress.

"Twilight sugar, I didn't mean to put do much pressure on you, and if it helps, I don't want the ticket anymore, you can give it to somepony else. I won't feel bad, I promise." Applejack assured with sincerity.

"Me too, I just feel awful that I made you feel so awful." Fluttershy agreed.

"And me too. It's no fun upsetting your friends." Pinkie Pie joined in.

"Twilight, it was unfair of me to try to force you as I did." Rarity apologized as well.

"Yes! That means the ticket is mine. Ha ha, I got the ticket, I got the ticket." Rainbow Dash celebrated by doing flying dance moves. The group however gave her angry looks.

"You know, I haven't perfected my signature moves for the Wonderbolts anyway. I don't need that ticket either." Dash said and gave a sheepish smile.

"We all got so gun-ho about going to the gala that we couldn't see how un-gun-ho we were making you." Applejack explained.

"We're sorry, Twilight." the five females gave apologetic looks.

"Yeah, you should take somepony else. Like Zach." Rarity pointed to Zach. The others nodded their heads in agreement. Zach stood their with his mouth agaped. This is his chance to spend real alone time with the mare he secretly loves. But does it make him a better friend if he goes he wondered.

"Zach, do you want to go?" Twilight came up to him and asked. Zach looked down at her. This was a tough decision to make. He looked at his friends and back. He then made his decision.

"It's not up to me, Twilight. They're your tickets, not mine. It's your decision to choose who you want to go with. Like the others, if you don't choose me, I'll be fine." Zach reassured her and gave her a soft smile. Twilight looked up at him and sensed sincerity in his eyes.

"Spike, take a note." Twilight ordered. Spike got out a quill and note and prepared to write.

"Dear Princess Celestia, I've learned that one of the joys of friendship is sharing your blessings, but when there's not enough blessings to go around, having more than your friends can make you feel pretty awful. So, though I appreciate the invitation, I will be returning both tickets to the Grand Galloping Gala." Twilight finished and sliped the tickets in the note.

"What?" the group said in unison.

"If my friends can't all go, I don't wanna go either."

"Twilight, you don't have to do that." Applejack told her.

"Nope, I've made up my mind." Twilight assured.

"Are you sure?" Zach asked with cautious eyes.

"Yes, I am." Twilight answered quickly and gave him a smile which he gladly returned.

"Spike, you can send the letter now." Twilight ordered Spike. He then opened a window, took a deep breath, and blew on the letter and turned it into green fire ashes on it's way to Canterlot.

"Now you won't get to go to the gala either." Fluttershy reminded.

"It's okay girls. I couldn't possibly enjoy myself without my best friends there with me, so I would rather not go at all." Twilight said. The group of ponies came together and gave a group hug. Spike on the other hand stocked out his tongue for a third time. He was then quenching his stomach and irked.

"Well wallop my withers, Spike. Isn't that just like a boy? Can't handle the least bit of sentiment." Applejack said to him with a dissappointing tone.

"No, he's getting a message." Zach corrected and patted Spike on the back which produced a loud belch.

"Whoa Nelly!" Applejack shouted in surprise and ducked as a green fire came above her and appeared a note.

"A letter from the princess? That was fast." Twilight said.

"My faithful student, Twilight, why didn't you say so in the first place?" Spike read. Seven tickets then appeared out of the note.

"Seven tickets to the Grand Galloping Gala." Spike announced holding the tickets.

"Now we can all go." Twilight said. The group then cheered gleefully in celebration. Twilights stomach then made another grumble. She laughed nervously at this.

"Allow us to treat you to dinner." Rarity said. The group then began to walk out agreeing to Rarity and walked out with their tickets floating by them. Spike walked off with one ticket but flew out of his claw following Applejack.

"How come I don't get a ticket to the gala?" Spike asked himself sadly. He then irked again and made a another belch which made a green light from the library and got Zach and Applejacks attention.

"And one for you, Spike." he read and saw a single ticket appear out of it. He then ran out of the library giggling like a child with the ticket in his claw. He then noticed Zach and Applejack gave him smug smiles with their forehooves folded.

"I mean, gross, I have to go too?" Spike changed his expression to a disgusted look. He then looks at the two who were still staring at him. He the dashed to the others quickly and resumed his giggling. Both Zach and Applejack couldn't help but chuckle at the sight and trotted down to catch up with the rest. In the mountains lies the capital city of Canterlot which is preparing for the celebration that the group will be going to very soon. They impatiently wait for the greatest festival in all of Equestria.

"Boy howdy! I got my work cut out for me. That there is the biggest bumper crop a' apples I ever laid eyes on." Applejack looking out in large fields of Sweet Apple Acres. There were among thousands and thousands of apple trees ready to be picked.

"Eeyup. Too big for you to handle on your own." a big red horse by the name if Big Macintosh stands right by Applejack with a bandage around his waist looking out at the sight.

"Come on, big brother! You need to rest up and get yourself better. I haven't met an apple orchard yet that I can't handle." Applejack leaned her hoof on Macintosh's injured waist which made a painful look on his face. Appkejack noticed and quickly withdrew it. Big Macintosh gave a glare at her while covering his waist with his hind leg.

"Oops, sorry." she said sheepishly.

"I'll take a bite out of this job by day's end." Applejack guaranteed.

"Biting off more than you can chew is just what I'm afraid of." Big Mac said.

"Are you sayin' my mouth is makin' promises my legs can't keep?" Applejack asked sharply.

"Eeyup." Big Mac simply answered.

"Why of all the... This is your sister Applejack, remember? The loyalest of friends and the most dependable of ponies?"

"But still only one pony, and one pony plus hundreds o' apple trees just doesn't add up to..."

"Don't you use your fancy mathematics to muddle the issue! I said I could handle this harvest and I'm gonna prove it to you. I'm gonna get every last apple out of those trees this applebuck season all by myself." Applejack swored. But she made an uneasy gulp signing she might not do it.

-Main music plays-

"Well I better get kickin'. These apples aren't gonna shake themselves outta the trees." Applejack said to herself. A sudden shake and rumble started happening and a single apple came off and her on the head.

"Hey! Oh no." Applejack said worriedly. She then ran to the direction of Ponyville. Meanwhile in the town the rumble can be felt and heard and it was getting louder. Rainbow Dash flew up to get a better view and saw clouds of dust approaching the town. She sees it is a stampede of cattle running right towards Ponyville.

"STAMPEDE!" Dash shouted out loud. As soon as the whole town heard the message they started panicking and running around the town to find shelter or lock their homes from destruction.

"[laughing] H-e-y... t-h-i-s m-a-k-e-s m-y v-o-i-c-e s-o-u-n-d s-i-l-l-y." Pinkie Pies voice vibrated as well as her whole body did from the earthquake shaking of the ground.

"Pinkie Pie, are you crazy?" Twilight Sparkle shouted at her.

"She's always crazy!" Zach Lanson said.

"Run!" Twilight shouted again.

"Everypony calm down. There is no need to panic." informed the mayor.

"But mayor, whatever shall we do?" Rarity said dramatically.

"Look there!" Dash pointed at the stampeding herd.

"YEEEHAW!" Applejack shouted in the distance while running next to the herd. The ponies cheered as they watch by the bridge hoping Applejack can stop them.

"Move aside, Winona." Applejack ordered. Next to her is a brown and white furred dog running with her and barked in understanding.

"Put 'em up, girl!" Applejack encouraged. The group watched in both awe and fear as the stampede gets closer.

"This is the best rodeo show I've ever seen." Pinkie declared and stated eating a carton of popcorn. Zach and Twilight looked at each other with uncertain looks on their faces.

"Come on, little doggies! Turn!" Applejack hit one of the cows but the herd still keeps going straight.

"[whistle] Winona, put 'em up!" Applejack called. Winona started hopping over each cow to find the leader. Applejack hops on one to get a better view of her.

"Ha hah! Gotcha!" Applejack sees Winona following the front cow. She the grabs her lasso and swings it to the neck of the first cow.

"Attagirl." Applejack encouraged Winona again. She then starts to tug on the cow to get it to turn. Eventually the herd turns just before it can cross the bridge to the outskirts of Ponyville. The ponies cheered to see that there homes are saved.

"Whoaaa. Hooie." she then stops the herd from going any further.

"Now what was that all about?" Applejack asked in a serious tone.

"[moos] [coughs] Oh my! Begging your pardon, Applejack, but Mooriella here saw one of those nasty snakes." one of the cows explained. All of the cattle made a startling gasp.

"And it gave us all the willies, dont'cha know."

"I completely understand, just next time, try and steer clear of Ponyville." Applejack mentioned.

"We certainly will, Applejack. So long, Winona!" the cow made its farewell as she takes the herd back to their proper places. Winona made a bark as a saying of goodbye. The ponies cheered and chanted her name to see their hero galloped out of town with a yeehaw.

"Yeehaw! Ride 'em, cowpony!" Pinkie cheered as she mimicked a bucking bull.

"Applejack was just... just..." the mayor struggled to find the right word to use.

"Appletastic!" Pinkie said in her hyper mood.

"Exactly. We must do something to thank Applejack for single-hoofedly saving the town." the mayor said.

"I know." Pinkie immediately said.

"A party!" Pinkie mentioned.

"That's what I thought you would say." Zach said in a obvious tone. Soon the town was preparing a celebration for Applejacks heroics. Banners, ballons, and flag lines were being put up around town hall.

"We all ready?" Twilight asked.

"Just one last thing." Rarity said. She used her magic and lifted a banner with apples pictured on it and set it on the mid-section of the building.

"Now we're ready." Rarity confirmed.

"Is Applejack all set?" Twilight checked.

"Actually, I haven't seen her all week." Rainbow Dash said.

"Not since the stampede." Pinkie reminded.

"That's strange. Usually she would come over to have a chat about something like this." Zach curiously thought.

"But she'll be here for sure. applejack is never late." Dash assured. Later the town gathered at the town hall waiting for the honored guest. Twilight was on the patio with a poll stand in front of her. She brings out a stack of papers and evens it out. She then takes the first page and begins her speech.

"Welcome everypony! Today we are here to honor a pony we can always count on to help in matters great and small. A pony whose contributions to-"

"Did you see Applejacks slick moves out there? What an athlete!" Rainbow Dash swooped in and rudely interrupted her.

"This week she's gonna help me with my new flying trick, and I know it's gonna be so awesome." Dash aqueled and squished her cheeks together making a very amusing face.

"Exactly. And-" Twilight pushed Dash out to continue but was interrupted again.

"This week, I get to run Sugarcube Corner for the first time." Pinkie Pie said coming from under the stand.

"What does that have to do with Applejack?" Twilight asked confusingly. Pinkie blinked with uncertainty.

"Oh. Applejack, one of the best bakers ever, is gonna help me. Applejack makes everything great, so free samples for everypony!" Pinkie announced. The crowd cheers to this. Twilight pushes her out of the way and lands amusingly on the ground without any effort.

"Oh-kay, that's great. Now if I could just make a point without being inter-" Twilight spoke too soon as a hoof tapped her.

"Twilight?" Fluttershy came up and talked softly.

"-rupted." Twilight finished annoyingly and drops the stack of papers again.

"Twilight, I'm so sorry, but I just wanted to mention that Applejack is also helping me this week with the official bunny census, where we count up all the new baby bunnies that were born this season. She's gonna help gather them using her wonderful herding skills." Fluttershy pointed out. She then sees Twilight give her an annoyed glare telling her to get off. She shyly obeys.

"Anyone else? Anyone?" Twilight asked the crowd. They stood there in scilence and avoided her gaze.

"No? Well then, as I was trying to say-" she then sees the mayor next to her giving her a kind smile. Twilight widened her eyes in realization.

"Ugh! Never mind." Twilight tossed the stack of papers in the air frustratingly and left the stand. The mayor stepped up and took her place.

"Ah-ahem. And so, with no further ado, it is my privilege to give the prize, Pony of Ponyville Award, to our beloved guest of honor, a pony of the utmost trustworthiness, reliability, and integrity. Ponyville's most capable and dependable friend: Applejack!" she sways her hoof to the right of the patio and opens a curtain. The ponies were about to cheer but turned into a gasp. As it opens there was nopony to be seen.

"Cool! Way to go Applejack, that was awesome! I mean-heh." Spike realizes the staring and his cheeks blushed in embarrassment.

"Ah-ahem." the mayor cleared her throat for an answer. A long uncomfortable scilence took place.

"Awkward." Spike finally spoke up.

"I'm here. I'm here." a familiar voice called out. It was Applejack walking pass the crowd with baskets full of apples by her sides. Most of them were falling off clumsily though and she was also walking clumsily.

"[yawn][sigh] Sorry I'm late-whoa-I was just-whoa-did I get your tail?" Applejack walked in an unbalanced fashion and was bumping into every pony she sways to. She finally gets to the patio where she was suppose to be moments ago.

"Miss Mayor. Thank you kindly for this here... award thingy. [yawn] It's all bright and shiny and, heh, heh heh, I sure do look funny, heh. Ooo-ooo." Applejack was staring at her bulgy reflection from the trophy and swayed back and forth with a dizzy attitude. Pinkie joined and started whooing and swaying with her. Zach and Twilight stared with their eyebrows raised in confusion.

"Okay. Well, thank you Applejack for saving us from that scary stampede, and always being there for everypony." Twilight thanked.

"[yawn] Yeah. I like helping the ponyfolks and [yawn] and stuff." then unexpectedly Applejack snored herself into a small sleep. Twilight looked to the crowd with uncertain eyes.

"Uh... AJ?" Zach gave a small shout to her.

"Oh, uh, yeah. Uh, thanks." Applejack woke up quickly and shook her head frantically. She then dragged the trophy with her teeth and made long metal scratches from the wood of the patio to the dirt ground earth. Another long awkward science took place as the crowd watches her move the trophy out quite slowly.

"Was it just me, or did Applejack seem a little-" Twilight asked curiously.

"Lousy?" Zach mentioned.

"Tired?" Dash added.

"Dizzy?" Fluttershy also added.

"Messy?" Rarity also commented. The others stared at her after that.

"Well, did you see her mane?" Rarity said in a disgusted tone.

"Her mane is always like that." Zach pointed out.

"She seemed fine to me. Woo! Woo!" Pinkie wooped her head up.

"Hmm." both Zach and Twilight thought curiously and both had the same idea. Meanwhile back at Sweet Apple Acres shortly after Applejack returned she was back at kicking apple trees. Each tree she kicks sends apples to their destinated baskets that lie around each tree. After kicking one tree she stopped to catch her breath. She then shook her head to regain her composure and went back to kicking the same tree she just kicked but was kicking the thin air. Zach and Twilight were not to far to examine this.

"What on earth is that pony doing?" Twilight asked bewilderedly.

"I have no idea." Zach said. Just then Applejack accidentally kicked one of the filled baskets and send the apples scattering to the ground.

"Whoops." Applejack said tiredly.

"Hey, Applejack!"" Twilight called to her. At the exact moment Applejack went to standing sleep while snoring.

"Applejack." Twilight called again. No answer.

"Applejack." She tried again. Still no response.

"A- oh for crying out loud." Zach said in frustration as he summoned his unicorn horn and both used their magic to transport themselves right in front of Applejack.

"AppleJACK!" Twilight shouted even louder.

"AJ!" Zach shouted at the same time at the same volume.

"Oh. Howdy Zach and Twilight." Applejack finally awoke and came to her senses.

"What is all this?" Twilight asked curiously.

"It's Applebuck season." Applejack answered as she walked to the next tree. Zach and Twilight looked at each other with confused looks. They then used their magic again and transported in front of her again this time startling her.

"Apple-what season?" Twilight repeated.

"Neh, it's what the Apple family calls harvestin' time. We gather all the apples from the trees so we can sell 'em." Applejack explained. Zach and Twilight continuously transport themselves as they keep up with her.

"But why are you doing it all alone?" Twilight asked concerned.

"Yeah, why is Big Mac helping you?" Zach asked about him.

"'Cause Big Macintosh hurt himself." Applejack answered. They again appear in front of her.

"What about all those relatives we've met when we first came to Ponyville? Can they help?" Twilight asked.

"[sigh] They were just here for the Apple family reunion. They actually live all over Equestria and are busy harvestin' their own orchards. So, uh, I'm on my own." Applejack informed as she tried to walk away from them but they again transported in front of her.

"Which means, I should really get back to work." Applejack reminded but they stood their grounds with serious looks on their faces.

"Ah-ahem... hint hint? Get back to work?" Applejack repeated.

"Fine." both Zach and Twilight said and moved aside.

"Could you step aside, Zach and Twilight?" Applejack asked with an unbalanced movement and half closed eyes.

"We just did." Twilight said confusingly. Applejack noticed this and looked at them.

"Applejack, you don't look so good." Twilight admitted. In Applejacks sight she sees the two multiply into three each as the last ones closest to each other both merge.

"Yeah, are you okay?" Zach agreed and asked worriedly. Applejack shook her head again and started walking to the next trees.

"Eh, don't any of you six and a half worry none, I'm just fine and dandy." Applejack said. The two appeared in front of her another time after she missed another tree quite clumsily.

"Help? No way, no how." Applejack schooled her head in a dejected manor.

"But there's no way you can do it all on your own." Twilight assured.

"Yeah, and with just you alone, you'll-" Zach agreed but was interrupted.

"Is that a challenge?" Applejack came to them face to face with serious eyes looking right at theirs.

"Uhm... no?" Twilight guess answered.

"Well, I'm gonna prove to you that I can do it! Now if you'll excuse me, I've got apples to buck." Applejack said as she walked away with her head raised into the air into in an impolite manor.

"What's her problem?" Zach asked silently as Twilights nose squinted. Back at Pontville Rainbow Dash is tapping her hoof impatiently while standing on a fence waiting for something. She then sees Applejack running towards her.

"There you are." Dash said in a dissapointed tone.

"I'm a might' sorry, Rainbow. I was busy applebuckin' and I guess ah, I closed my eyes for a second and, when I woke up, I was late. Now, what's this new trick a' yours?" Applejack wondered.

"See this contraption?" Dash pointed to a tall structure with a platform on top and a teeter totter style launcher right under it.

"Uh... yeah." Applejack answered.

"Well, I'm gonna stand on one end, then you're gonna jump down from that platform, launching me into the air faster than I can take off on my own. Once I'm in the air, I'm gonna do some amazing flips and spins that are sure to impress the Wonderbolts." Dash instructed.

"Isn't that a' might dangerous?" Applejack asked.

"Pfft, heh, not for a pony who can fly." Dash assured as she prepared herself on the launcher.

"Well, alrighty then." Applejack eventually got on top of the platform and prepared to jump but then looked down. The height mixed with her tiredness made her very dizzy to maintain.

"Oh my." she said to herself nervously.

"Ready? One... two... THREE!" Dash counted down. Applejack jumped but missed her target and fell flat on the ground rather clumsily.

"Ummm... maybe I wasn't clear. You're suppose to land on the other end." Dash reminded. Applejack regained her balance and made a crazy looking face.

"Got it." Applejack understood but proved that she can't get it right because she repeatedly misses the launcher time and time again.

"Applejack, what the hay is going on? I mean, I thought I was working with Ponyville's best athlete!" Dash questioned her.

"You are. I'm okay. Really. I-I have an idea." she then reached up for the higher end of the teeter totter launcher and effortly pulled down the weight hoping she would fly like that.

"Ta-da!" she cheered weakly. Dash gave her an unamused look.

"Oh... Maybe not. Okay, one more try. I'm sure to get it this time." Applejack assured and lets go of the launcher. This makes Dash land on the other side hard and groaned in pain. As Applejack reached the top again she focused her eyes until everything was clear. Once it was she can see her target much better.

"Heh heh... Here I go!" Applejack began running and jumped off the platform.

"Wait." Dash yelled trying to get off but it was too late as Applejack finally landed on the her target and sended Dash flying high into the air with a a rainbow streak following behind her.

"APPLEJAAAAAACK!" Dash screamed as she flew uncontrollably.

"You're welcome!" Applejack yelled back. Back at the library Zach and Twilight lied on the balcony while Twilight reads and Zach enjoys napping under the warm rays of the sun next to her. A sudden scream and thud scared the two and looked to see Rainbow Dash lying on the rails panting and with her wings messed up.

"We have a door you know." Zach reminded.

"Can we help you?" Twilight asked.

"I think somepony else needs your help." Dash said.

"Applejack?" Twilight asked with an annoyed tone.

"Yep." Dash answered. Zach and Twilight looked at each other with serious looks on their faces thinking the same thing like last time. Meanwhile at Sweet Apple Acres Applejack continued to work hard on the applebucking. After kicking another tree and missed a couple of apples she went to pick them up but after picking one up from the ground she bumped her head on a tree branch and made her ears ring.

"Ow!" Applejack shouted.

"Applejack, can we talk?" Twilight asked her with Zach beside her. Applejack shook her ears trying to hear her better. Twilight asked the same question but was unclear to Applejack as her voice was muffled by an echoing sound.

"Can bees squawk? I don't think so." Applejack misunderstood and shouted a little loud.

"No, can we talk?" Zach asked again.

"Twenty stalks? Bean or celery?" Applejack still misunderstood.

"No! We need to talk to you." Twilight shouted a little louder with a hint of annoyance.

"You need to walk to the zoo? Well, who's stoppin' you?" Applejack again mistaken.

"We need to talk to you!" Twilight yelled out louder.

"Oh! Well why didn't you say so? What you wanna talk about?" Applejack finally heard still shouting.

"Took her long enough to hear that." Zach whispered to Twilight.

"Rainbow Dash dropped in to see us today." Twilight tells the event that happened moments ago.

"That's quite neighborly of her."

"Yes, except that she crashed onto our balcony after you launched her into the air." Zach reminded.

"Oh, yeah. I wasn't feeling quite myself this morning." Applejack dropped her head shamefully returning to her normal voice.

"Because you're working too hard and you need help." Twilight said.

"What? Kelp? I don't need kelp. I don't even like seaweed." Applejack returned to her shouting and mishearing.

"HELP! You need HELP!" Zach and Twilight yelled in unision.

"Nothin' doin', Zach and Twilight. I'm gonna prove to you, t'everypony, that I can do this on my own. Ow!" Applejack bumped her head again on the same branch as she was leaving.

"Now if you'll excuse me, I've gotta go help Pinkie Pie." Applejack nearly lost her balance as she awkwardly trys to regain her balance. She eventually does but leaves Zach and Twilight groaning tiredly.

"We're never gonna see the end of this." Zach complained. Applejack then makes it to Sugarcube Corner to help Pinkie Pie with baking.

"Now Pinkie Pie, are you sure you're up for baking the muffins and running the store this afternoon?" asked a blue mid-aged pony with a pink fluffy mane and tail similar to Pinkies.

"Yes siree bob, Mrs. Cake. Plus, I have Ponyville's prized pony to help me out. Why, she's the best baker ever. Right, Applejack?" Pinkie asked Applejack excitedly. Applejack shook her head rapidly trying to get rid of the ringing in her ears.

"No? You're not the best baker ever?" asked Mrs. Cakes husband a tall yellow pony with orange hair.

"WHAT? Oh no! I mean, don't you fret. I can bake anything from fritters to pies in the blink of an eye." Applejack assured.

"[sigh] Alright. Well, see you later, girls!" Mrs. Cake said as they leave the store. Applejack continues to shake her head until Pinkie stops her by pressing her hooves on both sides.

"Stop with the shakin', it's time to get bakin'." Pinkie said. They went to the kitchen to get ready to prepare a mufffin recipe.

"Alrighty! I'll get the sugar and the eggs. Can you get me some chocolate chips?" Pinkie asked. Applejack was resting her head on the counter sleeping. She then regained composure.

"Eh, uh, wha, what was that?" Applejack asked. Pinkie repeated again but to Applejacks hearing it sounded like she was going in slow motion.

"Chips... got it. Tater chips, a little salty and dry, okie-dokey." Applejack grabbed a bag of potatoe chips and poured them in a bowl.

"What next?" Applejack said.

"Baking soda." Pinkie instructed.

"Soda. Perfect. That'll get the tater chips nice and wet." Applejack then grabbed a bottle of soda from the fridge and poured it into the bowl.

"Now what?" Applejack asked again.

"A cup of flower." Pinkie instructed.

"A cup o' sour? Well, lemons are sure sour. One cup o' sour comin' up." Applejack grabbed a cup of lemonade and add it to the bowl.

"Anything else, Pinkie?" Applejack asked.

"One last thing. Wheat germ." Pinkie finished. Applejack gave out a disgusted sigh.

"Wheat worms? Oh, that must be fancy talk for earthworms." Applejack thought and went outside and dug up few worms from the ground and add it to the sickening batter.

"Now that's gonna be delicious." Pinkie assured. Applejack looked at the batter which had worms and other unhealthy ingredients in a sickly green mush.

"If you say so." Applejack said. When the muffins were done they took them into the front of the shop and put them on display with a line of ponies already for their unhealthy treats.

"Free muffin sample spectacular!" Pinkie announced. The ponies looked at the treats in awe as most chatter about them and some of their mouths water in hunger.

"Yeah! Muffin spectacles! Get em' while they're hot." Applejack joined in. Hours past and at the hospital a nurse opens a curtain to reveal Zach, Twilight, and Spike behind it with worried faces.

"We came as soon as we heard." Twilight said.

"Oh. Thank you, Zach and Twilight. We need all the help we can get." the nurse thanked and showed a bunch of sick ponies lying on beds and even the ground with green faces on most of them groan in pain with some buckets near them so they can throw up.

"Oh no! What happened?" Twilight asked concerned. Spike then noticed a certain muffin in the ground and picked it up to sniff it. A worm poked out of it after that.

"It was a mishap with some of the baked goods." the nurse explained.

"No, not baked goods, baked bads." Pinkie corrected also lying in a bed sick. She then groaned looking like she was ready to throw up.

"There is only one pony who is in a condition that could've done this." Zach pointed out.

"Applejack." Twilight said with a sign of anger.

"Exactly." Zach agreed.

"[chomp] Want one?" Spike offered a tainted muffin to them while already eating another.

"Uh, no." Zach said with an obvious tone and disgusted look on his face. Back at the orchard Applejack continues to her restless work. She kicks another tree which makes a few apples come down and she went back to sleep. A lone apple comes down and hits her on the head and wakes her up.

"What? Huh?" Applejack noticed and resumed working. She takes a cart filled with apples and backs it up to a basket. She then lets the cart lift her up into the air as the apples pour into the basket and again went to sleep. Zach and Twilight notices the upside down sleeping pony and came to her.

"Applejack, we need to talk." Twilight said to her.

"Wha, huh? Oh, it's you, Zach and Twilight. [yawn] I know what you're gonna say, but the answer is still no." Applejack woke up and assured them.

"Not to upset your applecart, but you need help." Twilight reminded her. Zach snickered at the joke.

"Hardy har. [groan] And no I don't." Applejack said as she struggles to get out of the toppled cart.

"Here, let us help." Twilight offered.

"Help? No thanks. [groan] A little more... [groan] Little... [grunt]." Applejack immediatly declined and tried to get out of the cart. Zach opened his mouth a couple times to try and help but knew it was the inevitable to try and give her advice. Twilight placed her hoof on her face in embarrassment. They then heard a metal clang and noticed Applejack was freed back on the ground.

"There. I'll prove that this apple can handle these apples. Come on [grunt] apples [grunt] fall off [grunt]." Applejack kicked another tree but no apples were falling.

"AJ, I think you're beating a dead... tree." Twilight mentioned. Applejack looked up and noticed a lifeless tree with few leaves on it ready to fall off.

"I knew that." Applejack kid herself and walked to the next tree.

"Actually Applejack, we had something else to talk to you about. We just came back from Ponyville Urgent Care and-" Twilight was about to tell the event that happened earlier. Applejack made an annoyed and irritated look on her face.

"You know, I'm a little busy to get lectured right now, Twilight." Applejack said to her annoyingly.

"But if you'd just let us help-" Zach offered again.

"Ugh. No, no, NO! How many times do I gotta say it? I don't need no help from nopony!" Applejack shouted in frustration.

"Ugh. That pony is stubborn as a mule." Twilight said in a annoyed tone.

"Tell me about it." Zach agreed. They then heard a sudden neigh by them and noticed a mule next to them.

"No offense." Zach and Twilight assured.

"None taken." the mule reassured. Later Applejack met up with Fluttershy in a field infested by baby bunnies to help her gather them as she promised to.

"Oh Applejack! Thank you so much for offering your herding skills for the annual rabbit round up." Fluttershy happily thanked.

"Ugh. Why are we doin' this?" Applejack asked in another irritated tone.

"Well, lots of new baby bunnies have been born, so it's my job to get a count of all the new families.

"Fine. Can we just get on with it?"

"Certainly, but remember, these are bunnies we're dealing with, not cows. They're a timid bunch and need to be treated gently."

"I do NOT need any direction on corrallin' critters. Right, Winona?" Applejacks dog gave an agreeing bark.

"Okay, little bunnies! I need you to all gather here in the middle." Fluttershy said to the bunnies in a calm tone. Applejack then stomped her hoof on the ground which startled the bunnies.

"That's right! Let's go, bunnies. In the center. Hop to it." Applejack said to them with a forceful tone which scared the bunnies away in multiple directions.

"Swell. Just swell. Put 'em up, Winona!" Applejack ordered. Winona gave an obedient bark and they started chasing them out of bushes and other hiding places.

"Applejack! Winona! Stop! You're scaring them." Fluttershy said in a frightful tone.

"We know what we're doin'. Get along, little bunnies." Applejack shouted. Her and Winona continued chasing them around while the bunnies hopped in fear. They eventually corned them into a small fence but they were still shaking in fear looking like they are ready to panic.

"Oh no." Fluttershy said just the moment the timid baby bunnies lost it and hopped away in fear. In Ponyville another rumble was taking place but was a little lighter than the last one. Rainbow Dash flew up to see the same path was being shrouded by a cloud of dirt dust.

"STAMPEDE!" Dash yelled out a second time and the town began to panic the same way it did last time. The bunnies entered the streets as the citezens watched inside the buildings. A lone pony stands in the path in fear and overdramatically faintes. The bunnies went around her and spread out in the town. Zach and Twilight were trotting in town until they saw three ponies lying on the ground.

"The horror, the horror." one of the ponies shouted out.

"It was awful." the fainted pony joined in.

"A disaster. A horrible, horrible disaster." the third pony added in the drama. Zach and Twilight looked around to see everything was in normal state.

"I don't get it." Twilight said in confusion.

"Me neither." Zach also said.

"Our gardens, destroyed." the fainted pony showed nearby gardens empty with no plant life.

"Every last flower, devoured." another pony showed flower pots empty with only with leavless stems.

"By what?" Zach asked curiously.

" By... by... THEM!" the third pony pointed at packs of baby bunnies eating leaves or hopping around the streets with Fluttershy trying to get them to listen.

"Oh my. Oh... Please stop, little bunnies. Oh no! Please, let's go home. Oh my goodness." Fluttershy said in distress.

"Okay first, she sends Rainbow Dash flying onto our balcony, second, she makes tainted muffins who made most of the town sick, and now, she sends baby bunnies eating every last bit of plants in every garden. This is the last straw." Zach pointed out every mishap Applejack had caused.

"Alright. Enough is enough." Twilight said as they both put determined looks on their faces. Back at the farm Applejack continues to work every muscle to the bone as she kicks another tree.

"Must [gasp] keep [gasp] buckin'... just [gasp] a few [gasp] more. Must finish harvestin'." Applejack panted heavily. Zach and Twilight approached her with disaproving looks.

"Alright, Applejack. Your applebucking hasn't just caused you problems, it's over-propelled Pegasus', practically poisoned plenty of ponies, and terrorized bushels of brand new bouncing baby bunnies." Twilight explained the events Applejack created.

"Not to mention eating every plant in all the hard worked gardens." Zach added the last part.

"We don't care what you say, you. Need. Help." Zach and Twilight said together. Applejack gave another grunt as she kicked the tree one more time and made the apples fall on to her baskets.

"Ha! No I don't. Look, I did it. I harvested the entire Sweet Apple Acres without your help." Applejack pointed at the field of trees with not a single apple left on them.

"How d'ya like them apples?" Applejack said to them with a smug look.

"Um, how do you like them apples?" Big Macintosh walked up next to her and pointed the opposite direction which had another field of apple trees waiting to fall off.

"[mumbling] Where'd all the apple...? [mumbling] [sigh]." Applejack was shaking in disbelief and fainted.

"Applejack." a distinct voice said.

"AJ?" another muffled voice said.

"Applejack." the first distinct voice said again. Applejack opened her eyes to see Zach and Twilight over her.

"Oh, good, you're okay. Now Applejack, I completely respect the Apple family ways. You're always there to help any pony in need, so maybe you can put a little of your stubborn pride aside and allow your friends to help you." Twilight said. Applejack looked at the remaining trees and realizes that she can't do the rest on her own anymore. She closed her eyes and made her decision.

"Okay, Twilight." Applejack accepted.

"We are not taking "no" for an answer-what?" Zach and Twilight said the last part in unison.

"Yes, Zach and Twilight. Yes, please. I could really use your help." Applejack pleaded with her hooves together. The two chuckled and sighed in relief knowing it is finally over. They got their other friends to help out on the work while both Zach and Twilight used their magic to gather apples which made it a lot faster while Applejack rested.

"Dear Princess Celestia,My friend Applejack is the best friend a pony could ever have, and she's always there to help any pony. The only trouble is, when she needs help, she finds it hard to accept it, so while friendship is about giving of ourselves to friends, it's also about accepting what our friends have to offer."

Twilight wrote down in a note for the princess.

"And I learned in life their will be times your friends or family can hold their pride a little too seriously but it doesn't mean they can't put it aside for others. You just need a little convincing to get them to reason with you and to accept responsibility for their unnecessary overconfidence. In short accept others generosity and the reward can be worth it.

Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach added in the note. Applejack came over with a cart of apple juice.

"How about y'all take a little break? I got some fine apple juice waitin' for ya! [sigh] Boy and girls, I can't thank you enough for this help. I was acting a bit stubborn." Applejack admited.

"A bit?" Twilight asked with a sly smile and a raised eyebrow.

"Okay. A might' stubborn, and I'm awful sorry. Now, I know the town gave me the Prized Pony award, but the real award is having you six as my friends." Applejack said.

"Aw shucks." Zach said playfully and the group began drinking their beverages.

"Phew! That applebucking sure made me hungry." Rainbow Dash said.

"And I've got the perfect treat." Spike came over with a plate of tainted muffins.

"Eeew... Spike, I threw those all away. Where'd you get them?" Pinkie Pie asked disgustedly.

"From the trash." Spike answered. The group made eews or awws in disgust and walked out of the orchard.

"Just a little nibble? Come on." Spike offered again.

"No Spike, we're not having any of that." Zach said among the others who are declining the offer in a disgusted tone. They left Sweet Apple Acres with a sunset in front of them and went their seperate ways.

"Hoof-biting action overload! She was like a stunt superstar, flying higher and higher, and then Rainbow Dash swooped down-swoosh-and right before she hit the ground-shoom-she pulled up-vrrrmmm!" Pinkie Pie imitated some sounds and mimicked acrobatic moves. Zach Lanson and Twilight Sparkle sit on a park bench while reading and pretending to listen.

"Uh-huh." Twilight said in an ignoring mood.

"That's neat." Zach joined.

"And then she looped around and around like whoo whoo whoo whoo whoo whoo whoo." Pinkie fell to the ground amusingly after acting the sounds

"Uh-huh."

"Yep, that's cool." the two ignored again. Then Pinkie noticed something flying in the sky. It was at a coincidental time Rainbow Dash flying over the park. Pinkie then got up and decided to follow her.

"Phew." Twilight sighed.

"Finnaly. Chapter 3..." Zach began reading aloud.

"Rainbow Dash!" Pinkie called out to her. Rainbow Dash notices her and produces an annoyed look.

"[moans] Pinkie Pie? Not again." Dash whispered to herself and started flying faster.

"Rainbow Dash." Pinkie began galloping to catch up.

"Not now, Pinkie Pie." Dash said to her and started flying even faster.

"But, but Rainbow Dash-"

"I'm in the middle of something."

"But-"

"I said not now-[grunt]." she suddenly crashed into something and started sliding down from it. As soon as she hits the ground Pinkie was waiting for her.

"I was gonna tell you to look out for that mountain." Pinkie explained. Dash grumbled at the typical random Pinkie Pie.

-Main music plays-

Pinkie Pie was trotting around Ponyville the next day humming to herself. Rainbow Dash wasn't too far to hear her while she is napping on a cloud. When she heard her humming she took small pieces of the cloud she lies on puts them in hear ears to block the sounds.

"Hi, I'm looking for Rainbow Dash. Have you seen her?" Pinkie asked some shoppers. Dash widened her eyes and quickly dug herself inside the cloud.

"Hi there, have you seen Rainbow Dash? Okay, thanks anyway. Zach, Twilight, have you seen Rainbow Dash anywhere?" Pinkie asked the two.

"Isn't she right up there?" Twilight pointed at the cloud above them.

"Yep, I can sense her up there." Zach affirmed.

"Rainbow Dash." Pinkie yelled up to her. Dash came out of the cloud in panic and looked around for a place to hide from the slightly annoying pink pony and flew away from the cloud. Pinkie made small high hops and followed Dash. She then came to Sweet Apple Acres and hid behind the barn. She checked to see if Pinkie was any far behind.

"Phew. That was close." Dash sighed in relief and turned to leave.

"Hi!" Pinkie mysteriously appeared in front of her and scared her. She screamed and flew as fast as she could away from Pinkie to find another hiding place. Pinke was doing the same slow hop as last time to Dash's direction. Dash found the library tree and hid inside the branches and leaves. She checked to see if Pinkie was around but didn't see her. She panted tiredly and thought it was over.

"Hi again." Pinkie said under her as Dash was standing right on her. She screamed again and flew away to find yet another hiding spot. Pinke continued the slow hop following Dash. But Dash was hiding behind a cloud above her and started going the other direction. She landed near a lake a looked out in the fields to see her. Pinke again randomly appeared out of the lake wearing snorkle gear.

"Pfeh. I need a favor, Rainbow Dash." Pinkie said as she spat out the snorkle from her mouth. Dash was ready to retreat again.

"Waaa-oh, forget it." Dash gave up and fell to the ground in defeat.

"I totally promise it'll be totally fun." Pinkie assured.

"[sighs] Okay." Dash said in a depressing tone. Dash was moving a storm cloud near town hall with Pinkie looking at and examined it from the ground.

"Over to the right. No no, a little to the left. Oh wait, back to the right. Now a little leftish while staying rightly. Stop. Hmm. Maybe a few inches to the south. Now a couple centimeters north. Okay. One more smidgimeter to the-" Pinkie was ordering Dash to move it everywhere she tells her to and is getting on Dash's nerves.

"Pinkie Pie!" Dash yelled at her.

"Uh, I mean, perfect. Now wait for my signal." Pinkie said sheepishly and hid by the front doors of the building. Inside is Spike gathering scrolls and humming the same familiar tune that Fluttershy hummed that Zach couldn't desciple grom the ticket mishap that happened a couple days ago. Spike was exiting the town hall when Pinkie signaled Dash to hit the cloud which she did in return produced lightning and a loud thunder. Spike yelled in surprise and dropped the scrolls and stood there for a couple seconds until he started hicupping.

"[laughing] Oh Rainbow Dash, we startled Spike into getting the hiccups." Pinkie laughed and Dash joined in. Spike realized what's going on and couldn't help but smile.

"[chuckles] Good one, Pinkie [hiccup] Pie. [hiccup] You're always pulling a fast one [hiccup] on me." Spike said between his hiccups. He started picking up the scrolls again but hiccuped a scroll away and send it to Princess Celestia.

"Oh no, you're not hurt are you?" Pinkie asked worriedly.

"Ne-[hiccup]-eh, don't be [hiccup] silly, dragons are [hiccup] fire-proof." Spike assured. At Canterlot castle Celestia was reading another scroll until the same one Spike accidentally sent appeared in front of her.

"Oh, okay, good." Pinkie said and looked at Dash. They resumed their laughing and Spike was gathering the scrolls he dropped but hiccuped again and sent multiple more to the castle.

"I wish the same thing [hiccup] were true with scrolls." Spike said. Celestia was looking at the blank scroll in confusion until the piles of scrolls were falling on her. Pinkie and Dash continued laughing to see Spike hiccuping the dropped scrolls away repeatedly.

"Have you ever seen anything more hilarious? [laughs]" Pinkie asked and fell to the ground in laughter.

"I can think of one thing." Dash said as she kicked the cloud and startled Pinkie. She then began hiccuping herself but laughed between her hiccups.

"I didn't take you for a prankster, Pinkie Pie." Dash admitted and flew next to Pinkie.

"Are you [hiccup] kidding? [hiccup] I love to pull pranks. It's all [hiccup] in good fun, and Pinkie Pie lo-[hiccup]-oves to have [hiccup] fun! [hiccup]" Pinkie said happily.

"You know Pinkie Pie, you're not as annoying as I thought." Dash admitted again. Pinke hiccuped again after she was done.

"You wanna hang out?" Dash offered and Pinkie smiled. She was about to answer until she was hiccuping cuntrollably and started randomly flying all over the place.

"[hiccup] That'd be [hiccup] I'd really [hiccup] When do [hiccup] I mean [hiccup] When would you [hiccup]" Pinkie tried to answer but couldn't. Dash put out a hoof and stopped Pinkie in her tracks with her hoof in her mouth.

"A simple nod would do." Dash said.

"Mmm-hmm." Pinkie nodded and went to the prank store to buy prank products. They went to Rarity's boutique and put a stack of flowers in front of her door and put some sort of powder on it. They rang the door bell and hid behind some nearby bushes.

"Is she even home?" Dash asked.

"I don't know. This is gonna be gold." Pinkie snickerd along with Dash. Rarity opened the top part of her dutch door and looked around for her ringer.

"There she is." Dash said and both pranksters hid behind the bushes. Rarity notices the flowers below her and was delighted to take a sniff. She then felt something on her nose and pulled out to see a powder on her nose. She was gasping lightly until she sneezed a couple times. She then heard lauging and saw Dash and Pinkie laughing with a can of sneezing powder with them. Dash swiftly ran from Rarity and dropped the can with Pinkie behind. She then made a huge sneeze and zoomed out of the scene with Rarity having an amusing smile on her face. At the library Zach and Twilight were doing a potion experiement while Zach was humming the tune he had in his head while helping with the Summer Sun Celebration preperations the first time he came to Equestria. Twilight was putting down some notes on a scroll and turned to mix some potions together. Zach then notices the writing Twilight put down suddenly vanished.

"Uh Twilight?" Zach said to her. Twilight turned and in surprise saw her words dissapear. She turned to the potions which are bubbling rapidly but turned back at the scroll to figure out the mystery.

"Wait-but what about-I need-Ah!" Zach shouted as a flash of smoke appeared as he tried to stop the affect. Twilight turned to see Zach's face covered in black ash and soot.

"[cough] I think you [cough] mixed the wrong potions." Zach said as he coughed out black smoke.

"Now how did-" Zach said as they looked at the bottle of ink and heard laughing. They checked out of the window where the source was coming from and saw Dash and Pinkie laughing with a bottle of dissapearing ink. They smiled and walked away to get cleaned up. At Sweet Apple Acres Applejack was pulling out a cart getting ready to work on gathering more apples for the day. She then gasped to see every single apple had changed with multiple colors on them.

"Land sakes!" Applejack said in disbelief. She then heard chuckling. She turned to see Dash and Pinkie with paint brushes and paint trays. They laughed at the sight of the surprised farmer but quickly turned to fear to see Applejack throw there colored apples at them in anger. Applejack sees an apple colors wash away to it's original red look in a barrel of water. She couldn't help but chuckle to see what they did. At a nearby lake Fluttershy was feeding fishes and turtles. A strange looking turtle with a rope behind it led to a rock with Dash looking at it with a telescope and Pinkie holding the other end of the rope with a squeezer on it. She was hopping in excitement waiting to know who their next victim is.

"Is someone over there? Who're we gonna squirt? Who're we gonna squirt?" Pinkie asked happily with the squeezer in her mouth.

"[chuckles] Fluttershy." Dash answered mischeviously.

"WHAT? [spits] Nononononono, we can't prank Fluttershy, I mean, she's so sensitive. It'll hurt her feelings, even our most harmless prank." Pinkie begged.

"Yeah, you're right. [raspberry] Huh. We need another victim who's made of tougher stuff. So, who's it gonna be?" Dash said looking around. Pinkie began snickering to see a black ring around the Dash's eye she used to see through the telescope.

"Oh, [chuckles] I've got someone in mind. [chuckles] The toughest around." Pinkie said with an amusing smile.

"Oh, awesome. Who? Who? Do I know them?" Dash asked excitingly.

"[giggles] Oh, yes. [giggles] You're very close." Pinkie pointed at her and Dash looked at her reflection in the water and realized what she's talking about.

"[chuckles] Good one, Pinkie Pie." Dash commented and led out her hoof for a high five (hoof). Pinkie went to hit it with her hoof but was pulled away and came back. She tried again but was again pulled away. She looked at her and saw an amusing smile on her. They broke into a laugh as the end of the day nears. Fluttershy notices the lifeless turtle and couldn't help but poke it to see it's head dangle in surprise. The next day Pinkie was trotting on a pathway that leads to Rainbow Dash's house. On the way she is wearing swirly glasses with a red nose and mustache on it and a fake arrow to the head while blowing on a kazooie. She reaches Dash's floating cloud house with rainbow waterfalls on the sides.

"Rise and shine Rainbow Dash! It's a brand new day and we got a lot of pranking to-" Pinkie calls for Dash and sees someone come out but it wasn't Rainbow Dash. It was an Eagle head pointing out of the doorway and looked at Pinkie with a constricted eye to get a better look at her. pinkie awed in surprise to see the unexpected guest.

"Mornin', Pinks. Gilda, this is my gal pal, Pinkie Pie." Dash appeared and introduced the eagle creature to Pinkie whose name appears to be Gilda. They both flew down and landed. The eagle creature however didn't appear as a full eagle but the back half of her is a lions. She appears to be known as a griffon.

"Hey. What's up?" Gilda said in a radical like voice.

"Pinkie, this is my griffon friend, Gilda." Dash introduced her to Gilda.

"What's a griffon?" Pinkie asked curiously.

"She's half-eagle, half-lion." Dash explained.

"And all awesome." Gilda boasted. She and Dash then made a hoof to claw bump symbolizing their friendship.

"Gilda's my best friend from my days at Junior Speedster flight camp. Hey, remember the chant?" Dash asked.

"Sha, they made us recite it every morning, I'll never get that lame thing out of my head." Gilda said.

"Sooo..." Dash looked at her with pleading eyes. Gilda realizes what she wants and sighed.

"Only for you, Dash." Gilda warned.

"Junior Speedsters are our lives,

Sky-bound soars and daring dives

To some day be the very best!" Dash and Gilda sang with Dash having a more upbeat tone while Gilda had a very bored voice.

"[laughs] Oh that was awesome, and it gave me a great idea for a prank. Gilda, you game?" Pinkie asked her happily.

"Huh. Well, I groove on a good prank as much as the next griffon. But Dash, you promised me we'd get a flying session in this morning." Gilda reminded.

" Yeah, uh, well, Pinkie Pie, you don't mind, do you? Gilda just got here. We'll catch up with you later." Dash said as she flew off with Gilda.

"Oh. Um, well sure, no problem. Have fun you guys, I'll, uh, just catch up with you- [sigh] later." Pinkie said as she drooped in a depressing manner. Dash and Gilda race around Ponyville with competitiveness. They both landed on a cloud laughing like long time friends.

"Whoa, that was sweet. Just like old times." Gilda commented.

"Yeah, only faster. So now what?" Dash asked.

"Hey there." Pinkies head pops out of the cloud and sinks back in.

"Huh?" both the flyers said in confusion.

"It's later. And I caught up." Pinkie said as the same routine was going on. Underneath them they see a trampoline Pinkie was bouncing on to get high enough.

"Pinkie Pie, you are so random." Dash said playfully. Gilda on the other hand was not amused by the overhyped pony.

"Hey Dash, think you got enough gas left to beat me to that cloud?" Gilda challenged.

"A race? You are so on." Dash accepted competitively.

"One, two, three, go." Gilda counted down and both flyers zoomed of the cloud leaving Pinkie.

"Hey!" Pinkie yelled but the two kept flying to the higher clouds. They both pass through the cloud Gilda pointed at.

"I win." Dash said.

"As if. I won, dude." Gilda countered. They went on about that the other won or the other did.

" Wow guys, that was really close, but I think Rainbow Dash beat you by a teeny weeny itty bitty hair, or a teeny weeny itty bitty feather." Pinkie said while floating with a bunch of balloons tied around her.

"Hah, see? Good thing Pinkie Pie's here to keep you honest, G." Dash gloated. Gilda was getting pretty annoyed by Dash's party friend.

"Okay... Dash, last one to that cloud up there is a gnarly dragon egg. Go!" Gilda said and Dash made a cloud of dust which made a trail but as the cloud dissapated Gilda appeared to be in the same place she stood with an angry look on her face.

"I think the high altitude is making you dizzy." Gilda mocked and popped some of the balloons with her claws and Pinkie slowly descends.

"Wait, guys!" Pinkie called out as she falls but was ignored. Gilda caught up with Dash and rested on another cloud.

"Oh wow, you guys almost got away from me that time." Pinkie appeared again this time in a helicopter like vehicle with bike like peddals on it. Gilda then decided she had enough of Pinkie.

"So, Dash, got any new moves in your tricktionary, or are you 100% old school?" Gilda asked.

"New moves? Heh, sit back G, this is gonna take a while." Dash flew off to do her acrobatic tricks. Gilda looked to see her out of hearing sight and turned to Pinkie.

"Hey Pinkie, c'mere." Gilda gestured her to come forth with her claw.

"Yeah?" Pinkie got closer with her vehicle. As she was close enough Gilda grabbed the pole that holds the propeller.

"Don't you know how to take get lost for an answer? Dash doesn't need to hang with a dweeb like you now that I'm around. You're dorkin' up the skies, Stinkie Pie, so make like a bee and BUZZ OFF." Gilda shouted at her rudley and grabbed the propeller fins and sent Pinkie spinning.

"[gasp] Whaaa-aaa–" Pinkie screamed as she spinned out of control and headed for the earth grounds.

"Try matching that. Hey, where's Pinkie Pie and her crazy contraption?" Dash returned and looked around for her missing pink friend.

"Eh, she left. Something about being as busy as a bee." Gilda said and looked down with a smug grin. Pinkie crashed landed on the ground and was bewildered at the griffons mean behavior.

"So Pinkie Pie, are you sure that this friend of Rainbow Dash is really so mean?" Twilight asked Pinkie at the library while reading after hearing the incident with Gilda.

"Um, yeah. She keeps stealing Rainbow Dash away, she pops my balloons, and she told me to buzz off. I've never met a griffon this mean. Well, actually, I've never met a griffon at all, but I bet if I had, she wouldn't have been as mean and grumpy as Gilda." Pinkie said in anger.

"You know what I think, Pinkie Pie." Twilight said.

"Hmm?" Pinkie asked curiously.

"Well, I think... you're jealous." Twilight admitted.

"Jealous?" Pinkie repeated in shock.

"Green with envy. Well, in your case, pink with envy." Spike joked.

"[chuckles] Yeah, that was a good one." Zach laughed as he and Spike read on the staircase.

"Well, yes. Jealous. Listen Pinkie, I don't want to upset you, but just because Rainbow Dash had another friend doesn't mean it makes Gilda a grump. I mean, perhaps it's you, Pinkie, who needs to improve her attitude." Twilight explained.

"Improve my attitude? But I- D- B- it's Gilda that- D- are you seri- [frustrated scream]" Pinkie was in disbelief that she couldn't find the words and stomped out of the library angrily and slammed the door leaving Twilight with a sigh.

"Do you really think she is overreacting about this Gilda griffon character? It just isn't Pinkie who accuses others on purpose." Zach asked.

"I know, but the way she made it sound of her spending more time with Rainbow also makes it sound like she feels like being left out." Twilight said.

"I don't know. Like AJ, she rarely lies for accusations more than doing it for a good cause."

"Maybe, but I have some doubts."

"I'll go talk to her and calm her down. Maybe I can have a better understanding of this situation." Zach said and left the library to find Pinkie.

"Maybe Twilight is right. Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental jealous-jealousy-pants. [sign]" Pinkie sighed in a confused depressed manner. She went to Ponyville and bought a smoothie to think of her behavior against Gilda. She then heard two laughing voices who she recognizes as Rainbow Dash and Gilda. She hides behind the table she was sitting at to keep out of their sight.

"[laughing] That was sweet." Gilda complimented.

"Ugh, I gotta take care of a few weather jobs around here. Shouldn't take long. Just, uh, hang out in town and I'll come find ya." Dash said.

"That's cool, I guess. I'm gonna go chow down." Gilda said.

"Later." Dash said as she left. Gilda saw a food stand and smiled devilishly. Granny Smith came up to it and siffed some of the food. Gilda then came over and put out her tail in front of Granny Smith and notices it.

"Aaah! A rattler, a rattler! Run for the hills! Everybody forsake yourselves!" Granny smith screamed and ran at a turtle pace. Gilda pats the tomatoes with her tail and notices the owner of the stand notices.

"This stuff ain't fresh, dude." Gilda rudely said and left.

"Aw, poor Granny Smith, she didn't know it was a joke. How mean. No, no, I can't misjudge her. It was kind of a funny prank, I guess." Pinkie said in denial. Gilda came over to an applecart and sneakly stole an apple with her tail without the owner looking and ate it.

"[gasp] I did misjudge her. She's not only a meanie mean-pants, she's also a thief. Nonononono, she might give it back. It's just a joke." Pinkie said still in denial.

"Alright little ones, this way, this way. Mama duck, you're free and clear." Fluttershy came along with a grown mom duck with her chicks while walking backwards and bumps into Gilda by accident.

"Hey." Gilda shouted at her angrily.

"Please excuse me." Fluttershy said politely.

"I'm walkin' here." Gilda yelled at her irritatedly.

"Oh, um, I'm sorry. I-I-I was just trying to..." Fluttershy began walking away from her in fear.

"[mocking] I'm sorry, I'm sorry. Why don't you just watch where you're going, doofus?" Gilda yelled at her rudley.

"B-b-b-but I... I..." Fluttershy hesitated as the ducks began flying away in fear. Gilda took a long breath and loudly roars in front of her. Fluttershy began crying and ran away.

"Ugh, please, all these lame ponies are driving me buggy. I gotta bail." Gilda said and flew away.

"She's a grump, and a thief, and a bully. The meanest kind of mean meanie-pants there is." Pinkie said as she finally accepts she was right.

"Did I just see a griffon yell at poor, sweet, Fluttershy?" Zach came over in disbelief.

"Yeah. That was Gilda, the meanest mean griffon in the whole world. Now do you believe me?" Pinkie said to him.

"Yes, yo- you were right all along. I'm sorry we accused you." Zach apologised shamefully.

"It's okay. Now that you know the truth, it's cotton candy under the bridge." Pinkie happily accepted his apology.

"Isn't it 'water' under the bridge?" Zach corrected.

"That dosen't matter, we need to show Rainbow Dash the truth on who Gilda really is."

"But how? We're the only ones who know of Gilda's rashness. There's no way they're going to believe me either without any proof."

"Still, I can take it, but no one treats Fluttershy like that. No one. There has got to be a way, there just gotta."

"Any ideas?"

"Yes, this calls for extreme measures, Pinkie Pie style." Pinkie said with a devious smile. Later Zach and Pinkie made a plan on how to show their friends especially Rainbow Dash the 'real' Gilda. By throwing her a party.

"Welcome, welcome. Welcome!" Pinkie greeted the guests who are entering her home.

"This isn't what I had in mind, but I hope this works." Zach admitted annoyingly.

"Who's this Gilda I've heard nothing about?" Applejack asked Rarity who are both at the party.

"I hear she's an old friend of Rainbow Dash. A griffon, so rare." Rarity explained.

"You've met Gilda, right? What's she like?" Twilight asked Fluttershy happily.

"Oh, um, well, I'll tell you later, Twilight." Fluttershy told her for another comfortable time.

"Welcome. Welcome." Pinkie continued to greet the guests and Fluttershy approached her.

"Um, Pinkie Pie, about this party for Gilda. Umm... Do you really think it's a good idea? I mean–" Fluttershy asked nervously.

"Don't worry your pretty little head about mean old Gilda. Your auntie Pinkie Pie's got it all taken care of." Pinkie patted her on the head and went back to the door.

"I'm a year older than you." Fluttershy corrected her.

"She's a year younger than all of us. Don't worry Fluttershy, if that jerk of a griffon comes up to you and asks for trouble, I'll be here to protect you." Zach assured her with trusting eyes.

"Oh, thank you Zach. You're really are a true friend." Fluttershy nuzzled his shoulder with a warm smile. Zach lightly blushed at this.

"Uh, well, I couldn't let someone hurt my friends the way she hurted you." Zach said returning the smile.

"Gilda!" Pinkie happily announced. When Fluttershy heard the name she quickly hid behind Zach in fear while he puts a comforting hoof around her.

"I'm so honored to throw you one of my signature Pinkie Pie parties, and I really, truly, sincerely, hope you feel welcome here amongst all us pony folk." Pinkie held out a hoof to shake her. Gilda slowly moves her claw to grasp it. Once she does she feels a sudden shock. Pinkie revealed a buzzer around her hoof and giggled at the amusing prank she pulled off. Dash came over joining the laugh.

"Oh Pinkie Pie, the old hoof-shake buzzer. You are a scream." Dash complimented.

"Yeah [chuckles nervously] uh, good one, Pinkie Pie." Gilda joined in with a nervous smile.

"Come on G, I'll introduce you to some of my other friends." Dash said as she walked away.

"Right behind you Dash." Gilda said and turned to Pinkie with an angry expression.

"I know what you're up to." Gilda whispered at her menacingly.

"Great." Pinkie happily said.

"Rrrh. I know what you're planning." Gilda corrected irritatedly.

"[giggles] Well, I hope so. This wasn't suppose to be a surprise party." Pinkie playfully said.

"I mean, I've got my eye on you." Gilda looked at her sharply.

"And I got my eye on you." Pinkie countered with her face up to hers and her eyes popping out at hers which surprised Gilda.

"Everyone, I'd like you all to meet Gilda, a long-time, dear friend of Rainbow Dash. Let's honor her and welcome her to Ponyville." Pinkie announced and room cheers for her. Gilda smiles nervously and Dash comes over and joins with a supporting hoof around her.

"Please help yourself." Pinkie offered the food that lies on the table.

"Vanilla lemon drops. Don't mind if I do." Gilda accepts the offer and takes a piece and eats it. Then her face tightens up and makes a flame of fire come out of her mouth. pinkie amusingly grabs a stick and a marshmallow and roasts it from the flame.

"HOT!" Gilda shouted.

"G, the punch." Dash pointed at glass of punch and Gilda rushed over to it and drinks it. She however doesn't feel any liquid come down and notices the drink was way off from her mouth. She stares at it confusingly.

"Well, whaddya know, pepper in the vanilla lemon drops, and the punch served in a dribble glass." Pinkie joked.

"Ha. Priceless. Priceless. [laughs]" Dash laughed and so did the whole room.

"[gulp] [gasp] Yeah, hilarious." Gilda swiftly found a real drink a gulped it down and rolled her eyes in sarcasm.

" Hey G, look, presents." Dash pointed at colorful rapped boxes on a table. Gilda was more than happy to come over and open a few seeing no harm from them. She takes a can and opens it only to find plastic snakes pop out and startle her with her feather poofed up. The room starts laughing again.

"Spittin' snakes. Hah, somepony pulled there prank on me last month." Applejack laughed.

"Ha ha. I bet I know who that was." Gilda stared at Pinkie.

"You do?" Pinkie asked innocently. Later on Fluttershy shows off her conducting skills to the folk by making birds do the melody. Everypony loved the music that Fluttershy was composing.

"Cake time everypony." Pinkie announced and rolls over a cake with candles lit on top of it.

"Hey, can I blow out the candles?" Spike asked.

"Why don't we let Gilda blow out the candles, Spike. She is the guest of honor after all." Twilight pointed out.

"Exactly." Gilda came over and nudged Spike out of the way rudely. Zach gave an angry glare at Gilda without her looking and helped Spike up. Gilda then took a deep breath and blows on the candles but they don't go out leaving her confused. She blows again but still doesn't go out. The ponies laughed at the sight while Gilda keeps blowing until she is out of breath.

"Re-lighting birthday candles, I love that prank. What a classic." Spike laughed.

"Now, I wonder who could've done that." Pinkie put a hoof on her chin and looked around.

"Yeah, I wonder."Gilda glared at Pinkie.

"Mmm, who cares. This cake is amazing." Spike dugged right in the cake and popped out on top like a worm in an apple.

"Spike." Twilight got on him in dissapointment.

"What? It's great, try some." Spike offered as he chowed down on some of the cake.

"Hey G, you're not upset about some silly candles, are you?" Dash came to Gilda with concern.

"No way Dash, like I said, I'm down with a good prank." Gilda assured.

"Come on then, let's have some cake." Dash went over to the cake. While Pinkie was eating some of the cake Gilda grabbed her by the throat and pulled her behind the cake.

"Hey, I'm watching you. Like a hawk." Gilda whispered to her threateningly while pinning her down.

"Why? Can't you watch me like a griffon?" Pinkie joked still in her happy mood.

"Hey y'all, it's pin the tail on the pony. Let's play." Applejack said and brought out a fake tail.

"Oh, my favorite game. Can I go first? Can I have the purple tail?" Rarity asked nicely and went to grab it.

"Well, I am the guest of honor, and I'll have the purple tail." Gilda grabbed it before Rarity can.

"Yeah, Gilda should definitely go first. Let's get you blindfolded." Pinkie said and Spike came over to Gilda with a blindfold in his claw. Zach had a very angry look on his face with his teeth showing how enraged she is with Gilda.

"She is really getting on my nerves. When is she going to break?" Zach said through his teeth without opening his mouth to Pinkie.

"Be patient, she is near the point of no return. I can smell it." Pinkie said with a dominant smile and approached Gilda while Spike blindfolds her.

"Hey what- ugh- what are you doing? Rrrah." Gilda said in an irritated tone and was pulled by Pinkie and spinned her rapidly.

"We're spinning you around and around and then you can pin the tail on the pony. Now just walk straight ahead and pin the tail." Pinkie led Gilda to the poster right in front of her.

"[mockingly] Now just walk straight ahead and pin the tail. Hmph, yeah, right. This is another prank, isn't it? I'm going this way." Gilda walked the opposite direction.

"Wait. The poster is this-" Pinkie tried to warn her but it was too late as Gilda slipped on a glob of frosting and slid into the kitchen and crashed. When she came out the tail appeared on her beak like a mustache.

"Uh, Gilda? You pinned the tail on the wrong end." Pinkie pointed out and the everypony started laughing again. Gilda then made an outraged roar and lost it.

"This is your idea of a good time? I've never met a lamer bunch of dweebs in all my life. And Pinkie Pie, you! You are queen lame-o with your weak little party pranks. Did you really think you could make me lose my cool? Well, Dash and I have ten times as much cool as the rest of you put together. Come on Dash, we're bailing on this pathetic scene." Gilda said to Dash and walked for the door. Dash widened her eyes in disbelief but changed in anger knowing who Gilda really is.

"Come on Rainbow Dash. I said, we're leaving." Gilda repeated more forcefully.

"You know Gilda, I was the one who set up all those weak pranks at this party." Dash announced.

"[gasp] What?" Gilda said in surprise. Zach was too in shock. He was seeing Dash standing up not only for her real friends but to her to long time childhood friend. She was lying to her about the pranks for Zach and Pinkie. Gilda then looked at Pinkie in confusion.

"Ooh." Pinkie gasped quietly.

"So I guess I'm queen lame-o." Dash scolded.

"Come on, Dash, you're joshing me." Gilda said in denial not accepting what she is saying.

"They weren't all meant for you specifically, it was just dumb luck that you set them all off." Dash explained.

"I shoulda known, that dribble cup had Rainbow Dash written all over it." Pinke said and Zach hit her with his elbo and produced a soft ow from her.

"No way. It was Pinkie Pie, she set up this party to trip me up, to make a fool of me." Gilda accused.

"Me? I threw this party to improve your attitude. I thought a good party might turn that frown upside down." Pinkie said to her with a sad look and twisted her head upside down to emphasize her point.

"And you sure didn't need any help making a fool of yourself. You know, this is not how I thought my old friends would treat my new friends. If being cool is all you care about, maybe you should go find some new cool friends someplace else." Dash said to her.

"Rrgh. Yeah? Well you, you, you are such a, a flip-flop: cool one minute and lame the next." Gilda insulted her. Zach then had enough of Gilda's rashness and decided it was his turn to stand up for his friends and family.

"What do you know about cool?" Zach yelled at her and Gilda turned her attention at him.

"If you actually knew the definition of cool, then you would take the time and patience to know others much better. I don't care if you insult me, I've dealt with jerks like you, I can take it any day, but to treat my friends like dirt is unforgivable. You will never know what it is to have cool friends like mine, and I actually feel sorry for you." Zach pittied her angrily.

"I don't need your lame pity." Gilda came to Zach with her head locked to his pushing him back and looking eye to eye.

"Too bad, you're getting it. And if you ever treat my friends like what you did to Pinkie and Fluttershy, I WILL become your worst nightmare." Zach assured her and pushed his head back into her.

"Whatever, dweeb. As for you Rainbow Dash, when you decide not to be lame anymore, gimme a call." Gilda said as she left and slammed the door leaving with a bird shriek.

"Not cool." Dash said in an unaccepting tone.

"Wow, talk about a party pooper." Spike pointed out. The whole room began agreeing on how innappropriate Gilda's behavior was.

"I'm sorry everypony, for bringing Gilda here. I didn't know how rude she was. And Pinkie Pie, I'm really sorry she ruined that awesome party you put on for her." Dash apologized.

"Hey, if you want to hang out with party poopers, that's your business." Pinkie assured.

"I'd rather hang out with you. No hard feelings?" Dash held out her hoof.

"No hard feelings." Pinkie accepted and went to shake her hoof. As they connect a shock hits them both and the group began laughing. The two revealed their hooves to show buzzers on both of them.

"Hey Pinkie. Sorry I accused you of misjudging Gilda. Looks likes I'm the one who misjudged you." Twilight apologized shamefully.

"It's okay Twilight, even you can't be a super smart smarty smart-pants all the time. Come on everypony, there's still a whole lotta party to finish." Pinkie announced and the crowd started cheering.

"Hey Dash." Zach came over to Dash.

"Yes, Zach?" Dash said politely.

"Why did you do that? You lied about setting up those pranks when it was me and Pinkie Pie who did it." Zach asked curiously.

"Hey, you guys are my friends. I couldn't let that snotty bird brain pick on you all. Besides, how the way she acted, I don't think I want to be friends with anymore." Dash said.

"Thanks Dash. That's why you're the Element of Loyalt after all." Zach said with a grin which Dash returned and met up with their friends to join the party.

"Dearest Princess Celestia,

Today I learned that it's hard to accept when somepony you like wants to spend time with somepony who's not so nice. Though it's impossible to control who your friends hang out with, it is possible to control your own behavior. Just continue to be a good friend. In the end, the difference between a false friend and the one who is true will surely come to light." Twilight wrote down on a letter for the princess.

"I've also learned that there will be others out there who will be very unpleasent to be around with. They may even be a hostile presence to your friends. But when that happens, there will be others who will stand up for you, like how the loyal Rainbow Dash did today. So did me and Pinkie Pie if I do say so myself without gloating." Zach added in his experience in the letter.

"Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach finished.

"Ooh, hey, I have a great idea on what to send to the princess." Zach said with a planning smile.

"And what's that?" Twilight happily asked. Zach then revealed a bottle of dissapearing ink with a sly smile on his face.

"Zach!" Twilight said with a narrow look.

"Come on, Twilight. Even those of royalalty should have a good pranking once in a while. Besides, she's our teacher, she's not going to punish us for one silly little joke." Zach assured her.

"Well, it was acutally pretty funny on how Rainbow Dash and Pinkie Pie did it to me. What the hay?" Twilight accepted and wrapped the ink on the note and orders Spike to send it which he so happily did. At Canterlot the princess recieved the letter while in her room and read their report. She then used the ink the two sent to write them a letter back.

"Dear Zachary Lanson and Twilight Sparkle, My most faithful students-" Princess Celestia wrote down on her scroll but surprisingly discovered that the ink mysteriously vanished. She looks at the bottle closely and realizes what it actually was.

"Oh, huh, wrong ink. [sigh] [chuckles]" Celestia laughed and dropped the silly act her students did and resumed writing back her letter on how proud she was on one of many discoveries they will soon encounter about life and friendship.

"Come on, Twilight, you can do it!" Spike cheered.

"Okay, here goes." Twilight Sparkle closed her eyes and began using her magic. Spike's upper lip begins to glow and a sudden burst appears and grows a big bushy mustache on his upper lip.

"Ha ha! Ya did it!" Spike cheered in joy. He went over a checklist a checked the last part of the list.

"Growing magic, that's number twenty-five. Twenty-five different types of tricks and counting." Spike pointed out.

"A new record." Zach Lanson mentioned and Twilight blushes at the comment.

"And I think this is the best trick so far. Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache. [laughter]" Spike gloated at himself in the mirror.

"Yeah, hair on a scaly dragon is very attracting." Zach said in sarcasm.

"Sorry, Romeo. As attractive and enticing as you look, it's just for practice, and it's gotta go." Twilight said and summoned her magic and Spike's mustache began to glow.

"Wait!" Spike halted but it was too late as his mastache vanishes.

"Aw, rats." Spike said in dissapointment. Zach and Twilight giggled at the dissapointed dragon and decided to take a stroll around Ponyville.

-Main music plays-

"Twenty-five, Twilight. Twenty-five different kinds of tricks and counting." Spike mentioned again on the walk and Twilight gave out a confident smile.

"Yeah, even I haven't come that close. You're quite the talent, Twilight." Zach admitted and gave a sly smile.

"[chuckles] Stop it, Zach." Twilight playfully nudged his shoulder.

"I thought unicorns were only supposed to have a little magic that matches their special talents." Spike thought.

"If you trained hard enough on certain spells, then that makes the unicorn stronger." Zach explained.

"True, for ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent is magic?" Twilight thought.

" Like you, Twilight, and you know a ton of magic." Spike complemented.

"Oh, you guys, stop. I'm sure there are lots of ponies right here in Ponyville that know just as much magic as me." Twilight mentioned.

"Are you kiddin'? I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight." Spike said.

"Can't argue there, I don't their will ever somepony else like Twilight Sparkle." Zach agreed with a smile. Twilight gave back a nervous smile.

"Gangway! Comin' through!" a tall skinny chlild pony shouted running toward their direction with a smaller more thicker pony and crashed into Spike with him stuck on them thus surprising Zach and Twilight.

"Augh! Snips, Snails! What's goin' on?" Spike shouted as they ran and as they stopped he was flying into the air and crashes.

"Wha, haven't you heard? There's a new unicorn in town!" Snails said excitingly.

"Yeah! They say that she's got more magical powers than any other unicorn ever!" Snips said.

"Really?" Twilight said in surprised and dropped her head in shame.

"Aw, no way, that honor goes to Twilight here." Spike said.

"Yeah, and don't you forget it." Zach agreed and Twilight blushed again.

"Where is this unicorn?" Twilight asked.

"Ho, she's in the town square. Come on!" Snails answered and started running off.

"Yeah! [laughter] Come on! Whooo!" Snips said and ran to catch up with his friend. The two ponies and dragon nodded in unison and agreed to see who this mystry unicorn is. They then meet up at town square where a carriage is awaiting at the front of town hall.

"Hey guys." Zach said as he and Twilight and Spike came to their other friends in front of the carriage just the moment a female voice appeared.

"Come one, come all! Come and witness the amazing magic of the Great and Powerful Trixie!" the voice announced and the carriage folded into a stage and a puff of smoke appeared revealing a medium blue pony with a light blue mane and tail wearing a magicians outfit. The audience looked in awe.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" the pony said with an upbeat in her voice as fireworks set off behind her.

"My, my, my! What boasting!" Rarity looked at the smug pony with a dissapointed look.

"Oh, come on, she's a magician, they always do this to attract customers." Zach assured.

"I am more talented than any unicorn that has and will ever live!" Trixie announced.

"Um, well, she's probably just trying to get more attention."

"I'm mightier and braver than a manticore!"

"Uh... Talent show practice?"

"In fact, and with all do respect, the Great and Powerful Trixie could be more powerful than the almighty, Princess Celestia!"

"...Okay, she's bad." Zach a finally admitted.

"Come on, no pony's as magical as Twi-Twi-Twi- Oh! [clears throat] Hey, Rarity, I, uh,- Mustache!" Spike said with a blush after realizing he was next to his secret love struck and ran off. Rarity looked at Zach for an explanation.

"Don't ask." Zach said.

"There's nothing wrong with being talented, is there?" Twilight asked worriedly.

"Nothin' at all, 'cept in when someone goes around showin' it off like a school filly with fancy new ribbons." Applejack said irritatedly as she watches Trixie show off her magical tricks.

"Just because one has the ability to perform lots of magic does not make one better than the rest of us." Rarity said agreeing along with Applejack as well as Zach as he nods. Twilight however made a shameful look.

"Especially when ya' got me around being better than the rest of us. [laughter]" Rainbow Dash said smugly. She then notices Zach and Applejack gave her a very intimidating glare.

"Eh, I mean, yeah, uh, magic schmagic. Boo!" Dash jeered at Trixie trying to get off the hook.

"Too late." Zach said as he and Applejack continued to glare at her angrily.

"Well, well, well, it seems we have some neighsayers in the audience. Who is so ignorant as to challenge the magical ability of Great and Powerful Trixie? Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" Trixie said in a very smug tone.

"[raspberry] Just who does she think she is?" Rarity said in disbelief.

"Yeah! Since we all know that Twilight here is-" Spike pointe to Twilight but was cut off by her.

"Spike! Shhh!" Twilight said to him quickly and brought him in the back of the crowd with Zach following.

"What? What's wrong?" Spike asked curiously.

"You see the way they reacted to Trixie? I don't want anyone thinking that I'm a show-off." Twilght said in a sure tone.

"You want to know a show-off, that's a show-off." Zach pointed at Trixie as the fireworks behind her began going off again. Dash then had guts to fly up to her and ask her a very good question.

"So 'Great and Powerful Trixie' what makes you think you're so awesome, anyway?" Dash asked her flatly.

"Heh, why, only the Great and Powerful Trixie had magic strong enough to vanquish, the dreaded, Ursa Major!" Trixie explained in a booming voice.

"Wait, what?" Zach shook his head in denial as sets of fireworks shoot in in the sky to reveal a blue lined like bear with a star on its head in the sky as the crowd awed in excitement.

"What?" Snips said disbelief.

"No way." Snails joined in.

"When all hope was lost, the ponies in Hoofington had no one to turn to, but the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the Ursa Major and sent it back to its cave deep within the Everfree Forest." Trixie explained her story as the light show above follows up with her tale.

"Saw, sweet." Snips and Snails admired.

"That settles it." Snips said in a conclusion tone.

"Trixie truly is the most talented, the most magical, the most awesome unicorn in Ponyville." Snails said in agreement.

"No, in all of Equestria." Snips corrected.

"How do you know? You didn't see it! And besides, Twi- Mmph! Mmmph!" Spike was about to speak up for Twilight but she cast a spell on his mouth and turned it into a zipper.

"[laughter] it's true, my enthusiastic little admirers. Trixie is most certainly the best in Ponyville." Trixie gloated. However the rest of the crowd doesn't buy her tale as crickets chirp in the background and Zach looked in both directions to see if anyone else agrees bit fortunately no one else does.

"Uh, yeah, who else here believes you?" Zach asked flat out to prove his point.

"Don't believe the Great and Powerful Trixie? [chuckles] Well then, I hereby challenge you Ponyvillians-anything you can do, I can do better. Any takers? Anyone? Or is Trixie destined to be the greatest equine who has ever lived?" Teixie said in a victorious tone as the fireworks set off yet again.

"Enough with the fireworks already, we get it!" Zach shouted in annoyance and rolled his eyes on the last part. Spike also had enough of Teixie and unzipped his mouth and collapse on the ground in front of Twilight in a begging manner.

"Please! She's unbearable! Ya got to show her! Ya just gotta! [cries]" Spike cried in desperation.

"Yeah Twilight, go and show her what you can do. You know you're stronger than her, WE know you are. Put her on her place you have to." Zach agreed.

"There's no way I'm going to use my magic now, Zach and Spike. Especially since-" Twilight denied just the moment Trixie does something drastic.

"Hmmm, how about... You!" Trixie pointed directly at Twilight. She gulped on the boasters challenge knowing where this can lead.

"Well, how about it? Hm? Is there anything you can do that the Great and Powerful Trixie can't?" Trixie stared at Twilight with fierce in her eyes.

"I-I-" Twilight hesitated on trying to find an excuse to get out of this situation. Zach stared at her with worry trying to find a way to help her.

"Well, little hayseed?" Trixie said in a insulting tone. After that comment Zach had raged look on his face and was about to speak up to her and summon his unicorn horn but was interrupt by Applejack next to him.

"That's it! I can't stand for no more of this!" Applejack said infuriated.

"You show her, AJ!" Spike supported as Applejack came up on the stage.

"Can your magical powers do this?" Applejack asked as she does a lasso spin with a rope wrapped around her tail and does tricks with it like going through the loop.

"Go cowgirl!" Zach said among the crowd admirers. She then sends her lasso in the air and grabs ahold an apple on a tree and tanks it out and catches it in her mouth and swallows it with a satisfied smile. The crowd cheers to her performance.

"Top that, missy." Applejack challenged.

"Oh ye of little talent. Watch and be amazed at the magic of Trixie." Trixie said with a smug look and her magician hat floats off to reveal her horn which has a pink glow surrounding it. The rope Applejack used has the same glow as Trixies and moves around like a snake in front of Applekack which she follows in a mesmerized look.

"Uh, AJ?" Zach said to her to see if she's okay. Then he notices the other end of the rope approaches her hooves and looked like it was ready to strike.

"AJ, look out!" Zach warned but it was too late.

"Whoa! Uh!" Applejack was then caught by surprised as the rope ties her up and sticks an apple in her mouth in a cooked boar fashion. The crowd cheers and laughs at Trixies harsh performance. Zach quickly came up to help the poor pony up and off the stage as he supports her with her bouncing. He made an angry glare at Trixie as she celebrates her little victory.

"Once again, the Great and Powerful Teixie prevails." Trixie gloats. As soon as Zach helped Applejack off the stage he used his horn to cut off the ropes which is sharper than most horns and used his magic to remove the apple from her mouth and gave out a gasp.

"Thanks." Applejack gave Zach a kind smile to him which he returned.

"There's no need to go struttin' around and showin' off like that." Rainbow Dash flew up Trixie in an irritated tone.

"Oh?" Trixie said as she was intrigued by Dash's words.

"That's my job." Dash assures and flys into the air to do some aerobatic stunts. She come to a windmill and spins the fins of it to give her some momentum and flys back into the air. She then hits rows of clouds and produced holes through them and stops in theidfle of the sun for affect. Finally she flys back down through the holes which makes rain drops fall with her and follows her. As she returns to the windmill she gives the fins another spin the opposite direction but with the drops following her. As she finishes she heads back to the stage with the water following her and halts on the same spot she left off earlier and lets the water pour on her. A small rainbow then produces on top of her with a triumphant smile on her face.

"They don't call me 'Rainbow' and 'Dash' for nothin'!" Dash said in a victorious tone and the crowd cheers. Trixie had an unimpressed look on her face and thought of another move to counterattack her performance.

"When Trixie is through, the only thing they'll ever call you is loser." Trixie said in a rude time and used her magic on the rainbow and controls it to spin it around Dash like a tornado. Dash screams as she spins and Zach was not amused by Trixies trick.

"That's enough Trixie!" Zach ordered.

"As you wish." Trixie abided and sets Dash on the ground with her spinning on the ground a little bit with an uncomfortable look on her face.

"I think I'm [gulp] gonna be sick." Dash assumed sickly.

"Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie." Trixie joked and used her magic to produce a small storm cloud behind Dash as Zach and Applejack help her up. Lighting then strucked Dash's back and yelped in surprise and pain. The crowd again laughed along with Trixies harsh tricks.

"Why of all the no good fakers I've met, she's the worst." Zach said in frustration.

"Then you should show her what you got Zach. You got a couple tricks that she can't do." Applejack looked at Zach with a confident smile.

"Yeah, you can become a unicorn, a pegasus, and even both." Dash agreed with the same smile.

"I don't know. These are more like abilities than magic. Besides, I don't really know that much magic yet." Zach assured.

"Then what we need is another unicorn to challenge her. Someone with magic of her own." Spike nudged Twilight and the others turn their attention to her.

"Yeah! A unicorn to show this unicorn who's boss." Dash agrees.

"A real unicorn to unicorn tussle." Applejack also agreed.

"Uh..." Twilight hesitated unsure on what to do.

"Enough. Enough, all of you. I take your hint, but Rarity is above such nonsense. Rainbow Dash and Applejack may behave like ruffians, but Rarity conducts herself with beauty and grace." Rarity said in a reasonable voice.

"Ooo, what's the matter? Afraid you'll get a hair out of place I'm that rats nest you call a mane?" Trixie mocked and insulted Rarity's style.

"Oh, it is on!" Rarity said with anger and competition mixed in her voice and walks up to the stage.

"You may think you're tough with all of your so-called powers, but there's more to magic than your brutish ways. A unicorn needs to be more than just muscle. A unicorn needs to have style." Rarity examines as she pulls one of Trixies stage curtains and spins it around herself to make a pizazz effect and reveals herself in a more fashionable design. The crowd awed in desire to see the fashionista in a more beautiful appearance.

"A unicorn is not a unicorn without grace and beauty." Rarity assured. Trixie had another devious smile on her and uses her magic for another counter attack.

"Rarity won't let Trixie get the best of her! She's strong, she's beautiful, and she's-" Spikes admiration to Rarity was short lived as a flash of light came from where Rarity is at and Spike produced a disgusted look to what he sees next. The crowd also gasped at the sight they were seeing.

"QUICK! I NEED A MIRROR! GET ME A MIRROR! What did she do to my hair? I know she did something terrible to my hair!" Rarity squealed in fear.

"Nothing." Twilight quickly said.

"It's fine." Rainbow Dash assures.

"It's gorgeous." Applejack also assures.

"It's beautiful." Zach quickly joined in.

"It's green." Spike told the truth flat out and the rest gave him disapproving looks.

"What?" Spike asked in confusion. Rarity was then in tears to see her beautiful violet purple mane has transformed into a hideous grass green.

"No. Green hair! Not green hair! [cries] such an awful, awful color! [cries]" Rarity cried as she ran back to her boutique. On the way as she shouts how horrid the color was she passes by a pony in the back in the audience with green hair and she heard every word she said.

"Well, I never!" the pony said angrily and raised her head in the air in an offended manner as she walks away.

"Well Twilight, guess it's up to you. Come on, show her what you're made of." Spike said trying to persuade her to do it as Trixie blows on her hoof and wipes it on her cloak in a cleaning fashion.

"What do you mean? I'm nothing special." Twilight quickly assured as the crowd stares at her.

"Yes, you are! You're better than her!" Spike said to her again.

"I'm not better than anyone." Twilight said again in a nervous tone.

"Hah! You think you're better than the Great and Powerful Trixie? You think you have more magical talent? Well, come on, show Trixie what you've got. Show us all." Trixie said to her with a sign of threat in her eyes.

"Come on Twilight, don't be afraid, please." Zach uttered quietly begging her to take the challenge.

"Who, me? I'm just your run-of-the-mill citizen of Ponyville. No powerful magic here. I, uh... I think I hear my laundry calling. Sorry, gotta go." Twilight excused and zoomed out as quickly as she could.

"Twilight!" Zach tried to chase her but decided to let her go but also leaving him with a sad expression.

"Twilight?" Spile uttered worriedly.

"Ha! Once again, the Great and Powerful Trixie has proven herself to be the most amazing unicorn in all of Equestria. Huh, was there ever any doubt?" Trixie said smugly as she walks off the stage with the crowd leaving as well.

"We have our doubts, and we still abide to them." Zach said as he and spike folded their arms in anger and disappointment. Later Trixie was brushing her mane after a long performance of unpleasant magic tricks on other ponies.

"Here's your smoothie you asked for, with extra hay, just how you like it." Snips came over with a tray and a smoothie on it and presents it to Trixie in a royal manner.

"Mmm, hay." Snails said in a dreamy tone. Trixie takes the smoothie and drinks it to her hearts desire. She then notices the two stared at her with begging eyes.

"Yes?" she asked irritatedly."

"Ooo, tell us another story Great and Powerful Trixie." Snips begged and bowed before her.

"Yeah, tell us about how you vanquished the Ursa Major." Snails mentioned.

"Guh! Trixie is far to exhausted from performing feats beyond imagination. Begone with you until morning." Trixie dejected them rudely.

"Oh, of course, Great and Powerful Trixie."Snails said in an understanding tone as he and Snips back away still bowed.

"Anything you say. We are at your beck and call." Snips said as they leave leaving Trixie with an unamused scoff.

"What are you two doin'?" a familiar voice asked disappointedly behind them and turned to see Zach and Spike with dissaproving looks with their arms crossed.

"Just bringin' the G and PT a-" Snips was about to say.

"The what?" Zach and Spike asked in confusion and annoyance.

"The Great and Powerful Trixie." Snips explained in an obvious tone.

"Sheesh." Spike said as he rolled his eyes.

"Say that ten times fast." Zach said.

"Just bringin' her a smoothie." Snips finished.

"How can you fall for her lameness? She's just a show-off. Unlike Twilight who-" Spike is about to mention.

"The Great and Powerful Trixie vanquished an Ursa Major. Can your Twilight claim that?" Snips asked smugly.

"Oh really?" Spike asked irritatedly.

"Is that so?" Zach joined.

"Were you guys actually there?" Spike asked making his point.

"Well, eh, uh,... no, but-" Snips stuttered.

"But nothin'. The proof is in the pudding." Spike said.

"[chuckles] I like pudding." Snails randomly mentioned which makes Zach and Spikes eyebrows raised in annoyance.

"Now I see why they call him Snails." Zach whispered to Spike.

"Look, unless an Ursa Major comes waltzing up the street for Trixie to vanquish, we are not gonna believe a word she says, and neither should you!" Spike pointed at them.

"And if it is proven that she really didn't do it and you waste your still worshiping her, be our guest, but as far as we know, Trixie is a fraud." Zach added. This put a devious smile on Snips.

"Hm, an ursa walkin' up the street, hey? Snails! Are you thinkin' what I'm thinking'?" Snips asked.

"Why is it they call it a flea market when they really don't sell fleas?" Snails asked randomly again.

"Yeah, uh... Oh, come on!" Snips gestured irritatedly and walked off leaving Zach and Spike with disapproving looks. They then went back to the library to try and make Twilight understand.

"Twilight, would you put that book down and just listen to us." Spike begged as Twilight reads.

"Didn't you see how they hated Trixie's bragging, Zach and Spike? If I go out there and show off my magic, I run the risk of losing them as friends." Twilight made up a conclusion.

"it's not the same thing, Twilight. You'll be using your magic to stand up for your friends!" Spike explained.

"No, Spike, it's exactly the same." Twilight countered.

"How?" Zach simply asked.

"What?" Twilight asked.

"How is it the same? Explain. Tell us how it is the same."

"Uh, we-well, it's-um, you see-eh."

"Ah, you see? You can't even come up with a proper answer. If it really was the same, then there would be an explanation for it. Bottom line, not the same."

"Look, I'm just worn out from today. In my mind it's the same and that's final."

"Come on, Twilight, any one of these tricks, even teeniest, would be enough to show up Trixie." Spike tried to persuade her.

"I don't want to be seen as a bragger like Trixie." Twilight again denied and summoned a door in front of them and closes the door.

"But your the best!" Spike said as he opens the door.

"Uh. Please, Spike, I said no!" Twilight rejected again.

"[sigh] If that's the way you want to be, then fine." Spike said angrily and closes the door with Twilight having an unamused look on her face. They opened the door and headed out of the library frustratedly.

"Next time, use a wall. And when you do the opposite of standing up for your friends, you're just losing your friends even faster." Zach said to her angrily and left leaving Twilight looking at the ground in shame. Meanwhile I'm the Everfree Forest Snips and Snails walked around to find the Ursa Majors cave to get it to come to Ponyville so they can prove Trixie isn't lying. They eventually find it and entered it to find the beast. As they entered the cave turned pitch black so they can't see.

"Oh, how we gonna find an Ursa Major when I can't even see my own hoof in front of my face?" Snips complained.

"Hold on." Snails grunted as he tries to get his horn to light up. It took him a couple tries until finally gets his horn to glow a yellow light.

"Oh, heh. That's better." Snips said. As they were about to resume their search they hear growling behind them and turned around slowly only to find a beast about 65 feet bigger than them stand before them with an angry expression. It fits the description of Trixie's firework show as it's whole body is covered in a blue glow and on it's hind leg shows the constellation of the Big Dipper. The two ponies screamed in horror as the beast roared in rage and ran off. Zach and Spike walk around while Spike kicks a rock in sadness from unable to get Twilight to understand the difference between bragging and standing up for their friends. They then heard screaming and sees Snips and Snails sprint as fast as they could.

"Hey, guys, where ya goin'?" Spike asked confusingly.

"Can't talk now." Snips said as he runs.

"Got a major problem!" Snails yelled out.

"Yeah, Ursa Major, to be exact." Snips mentioned. The two then heard and felt a loud bang and turned around to see an Ursa Major right behind them and looked at it in disbelief.

"Oh crud." Zach uttered and Spike got on his back and ran off just before the Ursa could crush them on the spot they were on. The beast roared furiously as he follows them into the town.

"Tixie!" Snips and Snailed shouted.

"Twilight!" Zach and Spike shouted for their unicorn. Snips and Snails make it to Trixies carriage and pounded on her door calling her for her and telling her in mingle speeches about the Ursa Major. Trixie then comes out with a tired and irritated expression.

"Trixie thought she said the Great and Powerful Trixie did not want to be disturbed!" Tixie reminded in irritation.

"[nervous laughter] We- We have a-a tiny problem." Snips stuttered nervously.

"What is so important that you cannot wait until morning to disturb Trixie?" Trixie scolded in annoyance. Then she hears a roar and looks in the distance in fear and sees the creature she so said vanquished. She screams in horror and starts running away with Snips and Snails following just before the beast smashed the wagon into pieces and roaring in anger. Zach and Spike made it to the library to warn Twilight.

"Twilight, you've gotta come! Quick!" Spike panted urgently.

"I already told you, guys, I don't wanna show up Trixie!" Twilight reminded annoyingly as she reads a book.

"No, it's not that." Spike assured.

"We're kind of sick and tired of trying to convince you anyway. Actually it's-" Zach was about to explain until a roar was heard and startled the three.

"Uh, is that what I think it is?" Twilight asked shakingly.

"Majorly." Spike simply answered.

"And ironically." Zach added. At the streets of Ponyville the three frightened ponies cower in a corner from the angered creature.

"Great and Powerful Trixie, you've got to vanquish the Ursa." Snips urged.

"Yeah, vanquish so we can watch." Snips said. Trixie shakes in total fear in front of the creature as it's sharp teeth drool while staring at her.

"It took a lot of trouble to bring that thing here." Snips mentioned.

"Wait, you brought this here? [gasp] Are you out of your little pony minds?" Trixie gasped in disbelief.

"But, you're the Great and Powerful Trixie." Snips reminded.

"Yeah, remember? You defeated an Ursa Major." Snails also reminded. The beast then made a loud roar in front of her and made Trixie really nervous.

"Uh, okay. [gulp] Stand back." Trixie warned. She uses her magic to pull out a rope from one of her vases and started tying it around the Ursa.

"Heh. Piece of cake." Trixie said nervously. It turns out though she didn't tie it around the whole creature but around two of it's claws and and snaps it by spreading them without effort. The Ursa then produced an amused smile.

"Aw, come on, Trixie." Snips moaned.

"Stop goofin' around and vanquish it, eh?" Snails demanded. Trixie gasped and gulped in nervousness and uses her magic again. She summons the storm clouds and makes lightning. However it is still pretty small compared to the giant.

"Well, that was a dud." Snails said unimpressed.

"Yeah, pfft, come on! Where's all the cool explosions and smoke and stuff like earlier? You know." Snips questioned. A bolt of lightning struck the Ursa but didn't do much effect and just made it flinched. It opened its mouth with razor sharp teeth and prepared to roar again.

"Uh-oh." Trixie uttered and the beast roared at them. The three screamed and sprinted under it. The creatures outraged roars started waking up the whole town and went to see what's going on only to find the rampaging beast attacking their streets. The town started running away in fear as Zach, Twilight, and Spike rushed to find the Ursa. They then came across Snips and Snails.

"What's going on?" Twilight asked concernly.

"We brought an Ursa to town." Snips admitted.

"YOU WHAT!" Zach and Twilight shouted in shock.

"Don't worry, the Great and Powerful Trixie will vanquish it." Snails assured with confidence.

"I can't." Trixie confessed gloomily.

"What?" Snips and Snails said disbelief.

"Oh, I can't, I never have. No one can vanquish an Ursa Major. I just made the whole story up to make me look better." Trixie confessed her guilt.

"Made it up?" Snips and Snails said in total shock.

"Of course she made it up! If it was real, do you think you would have heard about it on the news? And thanks to you two, Ponyville is doomed!" Zach shouted at the two in anger. Then the creature appears behind them standing directly in front of the moonlight as it shines through it. Zach and Twilight turned around in fear. The beast roared again with the crowed gasping and shaking in fear including Zach and Twilights picked on friends. Spike nudged Twilight and featured to do something. Twilight knew what he exactly meant. She looked at Zach with worry on her eyes. Zach nodded and agreed to help out. Twilight gulped in fear not only because she's going to show off in front of her friends but if they fail then Ponyville will be destroyed. But she pulled herself together and put a determined face on and both ponies approached the Ursa. The beast too approached to confront it's challengers. Zach summoned his unicorn horn while Twilight used her magic to summon wind and blow on broken cattail plants which created a harmonious music melody which makes the Ursa heats. The Ursa made a dreamy smile and a guttural sigh and started to wobble out of balance.

"Nice use of number sixteen." Spike said. Zach and Twilight groaned as they struggle to use their magic as their horns glowed radiantly in a white and purple color. A water tower top was then pulled out and poured out the water. It was then carried into a barn where mooing sounds were being made. It came out of the other side filled with milk replacing the water.

"That's new." Spike noticed.

"My... Idea!" Zach mentioned as he struggles with Twilight to multitask with their magic. The top of the water barrel was screwed back on and the Ursa finally falls asleep and was about to fall on Trixie. She closes her eyes in fear expecting what's coming but notices no weight was put on her. She opens her eyes in disbelif to see the Ursa Major being lifted off the ground surrounded in a white and purple glow. The water tower top was then given to the sleeping beast and drinks from the top of it like a baby. The whole town stared in disbelief to see the creature being lifted high in the air by two simple ponies. Zach and Twilight continued to groan as their horns started to spark as they struggle to hold up the sleeping creatures massive weight. The Ursa Major was slowly being sent away while drinking its milk asleep from the town and headed back to the Everfree Forest in it's cave where it belongs. Zach and Twilight released their magic as their horns stopped glowing and sighed and panted in relief knowing it's over. Zach gave a proud tired smile at Twilight as his horns dissapears from his forehead. They then heard cheering from behind them and sees the whole crowd celebrate in their heroic act.

"Unbelivable!" Rainbow Dash cheered.

"That was amazing!" Spike also cheered.

"Heavens to Betsy! We knew you two had ability, but not that much!" Applejack admitted happily.

"I'm sorry. Please, please don't hate me." Twilight said in worry while Zach looked at her with confusion.

"Hate you?" Applejack, Rainbow Dash, and Rarity questioned in confusion.

"Why, whatever do you mean, darling?" Rarity asked kindly.

"Well, I know how much you all hated Trixies showing off with her with her magic tricks,and I just thought-" Twilight assumed.

"Whoa, whoa, whoa. Magic's got nothing to do with it. Trixies just a loud mouth." Dash

"Most unpleasant." Rarity added.

"All hat and no cattle." Applejack joined.

"So, you don't mind my magic tricks?" Twilight asked.

"Your magic is a part of who you are, sugarcube, and we like who you are. We're proud to have such a powerful, talented unicorn as our friend." Applejack said happily.

"And after whuppin' that Ursa's hind quarters, we're even prouder." Dash added.

"You are?" Twilight asked with a happy relief smile.

"Uh-huh." Dash nodded.

"Mm-hmm." Applejack and Rarity also nodded. Twilight felt the pressure whisk away knowing it's alright. She then notices Zach staring at her with a sly smile.

"Okay, okay, you and Spike were right, I was wrong. Happy?" Twilight playfully admitted.

"Very." Zach answered with a satisfied smile.

"Wow, guys, how'd you know what to do with that Ursa Major?" Spike asked.

"That's what I was doing when you came looking for me. I was so intrigued by Trixie's bragging that I was compelled to do a little reading up on them." Twilight explained.

"So that's what you've been reading all day." Zach understood.

"So it is possible to vanquish an Ursa Major all by yourself?" Spike asked.

"That wasn't an Ursa Major, it was a baby, an Ursa Minor." Twilight corrected.

"That was just a baby?" Trixie asked in shock.

"Yep, a little dipper." Zach supported the answer.

"And it wasn't rampaging, it was just cranky because someone woke it up." Twilight said as her and Zach's attention turned to Snips and Snails with dissapointed looks on their faces as well as the crowd turned their attention to them with the same expression. Snips and Snails lowered themselves with sheepish smiles on them.

"Well, if that was an Ursa Minor, then what's an Ursa Major like?" Spike asked with fear.

"Well..." Zach was about to explain that they are about 3 times the size of an Ursa Minor, have sharper fangs, and have a purple color. But he and Twilight decided they shouldn't spread more panic.

"You don't wanna know." Zach and Twilight assured.

"Huh. You may have vanquished an Ursa Minor, but you will never have the amazing, show-stopping ability of the Great and Powerful Trixie!" Trixie said still in her boasting attitude then made a smoke screen and galloped out of town.

"Why that little..." Dash said in anger and was about to fly and chase her down.

"Just let her go. Maybe someday she'll learn her lesson." Twilight said and Dash stopped where she was and watched Trixie galloped out of sight. Snips and Snails were about to sneak themselves out of trouble until Zach and Twilight got in their path.

"Now, about you two." Twilight said with a dissapointed expression as does Zach.

"Ah [nervous laughter]. Uh, we're sorry that we woke up the Ursa Minor." Snips apologizes sheepishly.

"We just wanted to see some awesome magic." Snails said with an upbeat tone.

"Yeah! And the way you vanquished that Ursa Minor was awesome!" Snips said also in excitement.

"And...?" Zach narrowed his eyes at them still keeping his expression with Twilight.

"We deserve whatever punishment you give us." Snails said in shame and he and Snips bowed.

"For starters, you can clean up this mess." Twilight pointed at Trixies totaled wagon.

"And... What do you think, Spike? Should I give them number twenty five?" Twilight asked Spike changing her expression into a devious smile.

"Oh, twenty five! Yes! And I think I deserve it, too." Spike said happily.

"Heah?" the two trouble makers questioned in confusion.

"I think you're right." Twilight agreed and Spike ran over next the two ponies as Twilight prepared her spell. The two ponies shaked in fear while Spike happily held out his face as their upper lips glowed. In seconds Spikes mustache returns with the ponies getting one as well.

"Sweet!" the three said in satisfied unison. The next morning the two students of Princess Celestia write down another lesson note to her.

"Dear Princess Celestia,I have learned a very valuable lesson about friendship: I was so afraid of being thought of as a showoff that I was hiding a part of who I am. My friends helped me realize that it's okay to be proud of your talents, and there are times when it's appropriate to show them off... Especially when you're standing up for your friends." Twilight wrote down her lesson.

"I've also learned in life their are sometimes others who will take their talents a little too seriously and use them for their own satisfaction and even use them to lie for attention. You shouldn't use your talent to power over others and call yourself better, because your asking for more trouble and you're not going to make great relationships that way. In short, don't boast and take things for granted.

Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach finished his lesson along with Twilights.

"So, you finally admit that you two are the most talented unicorns in all of Ponyville?" Spike asked still wearing the mustache.

"Well, yeah, but it's nothing to brag about." Twilight admitted with a smile.

"And I'd rather stay in my earth form than my unicorn form. But yes as a unicorn, me and Twilight are the most talented." Zach pointed out also with a grin.

"So, uh, how did it go with Rarity?" Twilight asked curiously.

"Eh, she didn't go for the mustache." Spike answered dissapointedly.

"Ah, don't worry buddy, I'm sure you'll get her someday." Zach placed a supporting hoof on his back.

"You know, Spike, that mustache has nothing to do with who you really are. Maybe you should just try being yourself." Twilight advised.

"Or... Maybe the mustache wasn't enough. Maybe if I had a mustache and a beard?" Spike mentioned and Zach and Twilight lowered their heads in annoyance.

"Uh, not this again!" Twilight complained.

"Okay, imagine me with a nice, long, Fu Manchu type beard. Or maybe a goatee. Oh, no a soulpatch right on my chin!" Spike pointed out his facial ideas.

"I... don't think Rarity is going to buy that fashion, pal." Zach assured and went to study and practice more spells to get even better and maybe someday along with Twilight become the most magical unicorns that ever lived.

At Fluttershy's cottage she cares for multiple choices of animal species and kinds. On a beautiful sunny afternoon Fluttershy begins feeding the animals lunch like giving the otters fish. She even carries worms up with her mouth to give it to the birds. She spits out the taste she had and blushes at the birds as they watched the sight. She flys down to meet her main pet rabbit Angel who is chowing down on a carrot.

"Not too fast, now, Angel bunny. You don't wanna get a tummy ache." Fluttershy warned. As Angel swallowed his first set of bites he drops it and swips his paws in sign he is done. Fluttershy was surprised at the early finish.

"[laughs] You really should eat more than that. [laughs] Don't you think?" Fluttershy assured but Angel began hopping down the path.

"It's not play time yet." Fluttershy muffled with the partially eaten carrot in her mouth and flew over with the carrot and landed in front of him.

"I know you want to run, but... just three more bites." Fluttershy pleaded as Angel shook his head with his back turned to her and his arms folded.

"Two more bites?" Fluttershy asked. Again Angel shook his head.

"One more bite? Pretty please?" Fluttershy asked one more time and moved the carrot up to Angel with her eyes fluttering with a pleading look but got the same answer with a kick to the carrot and Angel bounced away leaving Fluttershy with a sigh. She then heard soft coughs coming from him and flew over to him in worry.

"Oh. Oh, goodness. Are you okay?" Fluttershy asked worriedly. Angel continued coughing.

"Are you coughing because there's a carrot stuck in your throat?" Fluttershy asked again. Angel coughed again trying to sign something.

"Because you need some water?" Fluttershy asked again and Angel tapped his head in annoyance and couged louder this time. He then moved her head looking up and pointed a trail of black smoke in the sky heading for Ponyville.

"[gasp] Because of that giant cloud of scary black smoke?" Fluttershy looked at the smoke trail and felt something hit her in the back of the head. Angel threw the carrot he kicked at her to emphasize his point with his arms crossed again and with a serious expression on his face.

"I'll take that as a... yes." Fluttershy said sheepishly and made her way to warn Ponyville.

-Main music plays-

Fluttershy eventually makes it to the outskirts of Ponyville to warn the citezens of the trail of black smoke they are not aware of. Many ponies are having fun in the nice sunny day while others talk and played.

"Help. Help! Please? Help? There's- there's a horrible cloud of smoke. It's headed this way and- aaa!" Fluttershy squealed as she tried to warn the ignoring citezens and ducked after seeing an object fly right at her. It was Rainbow Dash bouncing the ball on her head making some tricks out of it.

"Don't be such a scaredy-pony. It's just me. Future Equestria ball-bouncing record holder. Two forty six, two forty seven..." Dash counted down her bounces.

"This calls for a celebration!" Pinkie Pie announced as she watched.

"No, Pinkie Pie, this is no time for celebrations. This is a time for panic, for-" Fluttershy was about to explain until Pinkie appeared out of no where in front of her.

"Ooo! I'm going to need balloons! One for every pony in Ponyville!" Pinkie said excitedly and bounced off.

"There's- there's smoke. And- and where there's smoke, there's fire. And-" Fluttershy still trying to warn her as she runs with her only to find herself slamming into Pinkies tail.

"Let's see, that's one, two, three, four, five, six..." Pinkie counted the ponies that are around.

"Two hundred fifty four, two hundred fifty five, no wait." Dash losing her count.

"Seven." Pinkie poked Dash as a count and Dash stopped bouncing the ball.

"Pinkie Pie! Now I have to start over." Dash said in frustration.

"We're all going to have to start over. In a new village. Because ours is gonna be-" Fluttershy still trying to do the innevitable.

"Hey, Rainbow Dash, wait up!" Pinkie called out as Dash flew off.

"Oh, please, this is an emergency. I-I need every pony to-" Fluttershy still trying to warn the chattering not listening ponies who are still going about their bussiness.

"Listen up!" a voice called out which got the crowds attention. They turned to see Zach Lanson and Twilight Sparkle coming up from a bridge.

"Smoke is spreading over all of Equestria." Twilight announced. The audience then sees the smoke and started worry.

"That's what I've been trying to-" Fluttershy tried to say while jumping for attention until she was cut off again.

"But don't worry, I've just received a letter from Princess Celestia informing me that it's not coming from a fire." Twilight assured.

"Oh, thank goodness." Fluttershy sighed along with the crowd.

"It's coming from a dragon." Twilight explained and the crowd gasped back in worry.

"A... d-dragon?" Fluttershy stuttered in fear. Later Zach and Twilight called their friends over at the library to explain preperations.

"What in the name of all things cinnamon swirled is a full-grown dragon doing here in Equestria?" Applejack asked curiously.

"Sleeping." Twilight simply answered.

"Huh?" the others questioned in confusion.

"According to Princess Celestia, he's taking a nap. His snoring is what's causing all this smoke." Twilight explained.

"He should really see a doctor. That doesn't sound healthy at all." Pinkie assumed.

"It isn't. Trust me, my father did it all the time." Zach assured and rolled his eyes with a smile.

"Well, at least he's not snoring fire. What are we meant to do about it?" Rarity asked.

"I'll tell you what we're meant to do. Give him the boot. Take that. And that!" Dash said with determination and kicked a horse head statue that lies on the table in the middle of the room. Twilight was able to save it before it could fall then pulled it away just before Dash could fly right at it and crashes at a shelf of books.

"We need to encourage him to take a nap somewhere else. Princess Celestia has given us this mission, and we must not fail. If we do, Equestria will be covered in smoke for the next one hundred years." Twilight explained. Fluttershy gasped at the possibility.

"[humph] Talk about getting your beauty sleep." Rarity mentioned.

"All right, everypony, I need you to gather supplies quickly. We've got a long journey ahead of us. Let's meet back here in less than an hour." Twilight instructed.

"Okay, girls, you heard her. The fate of Equestria is in our hooves. Do we have what it takes?" Dash asked with determination and the whole group affirmed their bravery and headed back to their own homes to gather what they need.

"Um, actually..." Fluttershy was about to oppose but they were gone before she could call for them.

"Is something wrong Fluttershy?" Zach asked curiously.

"Um... no, I'm fine, really. I'll just get ready." Fluttershy assured and flew off to get ready like the rest. Dash flew up to her cloud house and got some rainbow liquid from her rainbow waterfall and spread it on her cheeks with red, yellow, and green colors on them. Dash growled with fierceness and was ready. At Sweet Apple Acres the Apple family prepares Applejack with apple juice beverages in her saddle bag and Big Macintosh struggles to put it on her back for a big guy but for Applejack she carries it like it has featers in it. Applejack galloped away with a triumphant shout. At Sugarcube Corner Pinkie is already ready with big party sunglasses on her and an unexpected supply of ballons popping out of her saddle bag. Pinkie giggled at the untimely mishap.

"Oh, I mean, grrr!" Pinkie growled. At Carousel Boutique Rarity has her saddle bag ready and wears a camouflage helmet. She quickly looks at the mirror and realizes what she is wearing.

"Ewww!" Rarity said in disgust and quickly went to get something else. She comes back with a sun hat on with the same camouflage.

"Much better. Onward!" Rarity shouts and was prepared. At Fluttershy's cottage she comes back with overprotective gear like a hoofball helmet, magicball pads, swimming tube, and arm floaties. She then squealed in fear as the top of her dutch door closes unexpectedly and wasn't really prepared for what's to come.

"Let's go!" Applejack shouted and four brave ponies were running back to the library but for the timid yellow pegasus she's not in condition to be going.

"Um, let's... not? [whine]" Fluttershy cried shakingly but does come anyway. As they arrived the five ponies lined up in a military fashion as Zach and Twilight walk in front of them.

"All right, girls, listen up. I'm mapping out the fastest route, but we've all got to keep a good pace if we expect to make it up the mountain by nightfall." Twilight instructs.

"M-m-mountain?" Fluttershy asked fearfully.

"The dragon is in that cave at the very top." Zach pointed up at the tall spire mountain.

"Looks pretty cold up there." Applejack assumed.

"You bet it is. The higher you go, the chillier it gets." Dash assures while shaking to emphasize her point.

"Good thing I brought my scarf." Rarity said enthusiastically and went for her saddle bag and brought out a pink striped scarf.

"Ooo! Pretty!" Pinkie complimented as the scarf waves in front of her and Rarity puts it on with a fashion pose.

"A-heh, oh yeah. That'll keep you nice and cozy." Dash said sarcastically. Fluttershy looks up at the tall mountain knowing there is a sleeping dragon up there. She gulps at the scene then approaches Zach and Twilight as they open a map that leads to the mountain and plans their route.

"Um, excuse me, Zach, Twilight? I know you're busy, but..." Fluttershy was about to ask.

"Uh-huh. Well, we could go this way." Twilight ignored Fluttershy and studies the map.

"No, that way will take too long. What about this one?" Zach pointed at a spot on the left part of the map.

"But if I could just have a second..." Fluttershy asked for their attention again.

"Uh-huh. No, we want to avoid that." Twilight ignored Fluttershy again and pointed a flaw in Zach's direction.

"Wha- Oh yeah, yeah, I see." Zach realizes the flaw and both continued to study the map.

"So, um, I was thinking that, um, maybe I should just stay here in Ponyville." Fluttershy mentioned.

"Uh-huh." Zach and Twilight both said still ignoring Fluttershy's words.

"Oh! Good. I'll stay here and-" Fluttershy said in relief and was about to leave for her home until Zach and Twilight widened their eyes in realization.

"Wait! You have to come! Your way with wild animals will surely come in handy." Twilight assured. Fluttershy stopped in her tracks and returned to that worry and timid look she always holds.

"I don't think I-" Fluttershy was about to make another excuse.

"Oh, and don't worry about your little friends in the meadow. Spike's got it covered while you're gone." Twilight said while Spike comes over holding birds and chipmunks in his claws and other critters around him.

"You can count on me!" Spike assures as he looks at the animals. Angel then comes up on his head and rapidly stomps on his head letting Spike lose his concentration and frightening the animals.

"Hey! Hey! Wait!" Spike shouted as he chases the runaway animals.

"I don't really think he's up to the task." Fluttershy said and Zach and Twilight were finished looking at the map and put it in their saddle bag while walking off.

"Maybe... But... But... [whine]" Fluttershy stuttered.

"Are you sure you want Fluttershy to come along? I mean, that pony's afraid of her own shadow. She's just going to slow us down." Dash whispered to Zach and Twilight.

"Oh, she's just a little nervous. Once we get going, I'm sure she'll be fine." Twilight assumed but they heard Fluttershy squealed and looked to see her trying to get away from her own shadow ironically. She then hid in the bushes to hide from her shadow. Dash then gave a glare at Zach and Twilight.

"Ok, she can be very timid. But she's still coming." Zach assured leaving Dash an annoyed moan.

"All right, girls, move out!" Zach announced and the whole group begins galloping to the mountain.

"But... but...! [scream]" Fluttershy screamed as the group grabbed her in the path and started their journey to the mountain. They soon arrived at the entrance grounds of the mountain and the dragon makes yet another snore. Fluttershy gasps in fear and hides behind Applejack.

"Whoa. What was that?" Dash asked in surprise.

"That is what it sounds like when a dragon snores." Twilight explained.

"It- it's so... high!" Fluttershy stuttered in fear as she looks up at the very steep mountain.

"Well, it is a mountain. I'm going to fly up there and check it out!" Dash said as she was about to fly up but was pulled back by Applejack. Dash produced an annoyed look at her getting tired of being pulled from the tail by her.

"Hold on, now. I think we should all go up together. Safety in numbers an all." Applejack advised. The others agreed to Applejacks method. Then Zach had a great idea.

"Hey wait, how about we get up there together while teleporting with my magic. We can save much time getting up there." Zach mentioned. Five of the ponies quickly agreed.

"No, you can't do that." Twilight urged.

"What? Why not?" Zach complained.

"Don't you remember the last time you tried that?" Twilight reminded. Then Zach had a flashback of one incident he tried to practiced that move. He was at the library training with his unicorn powers trying to teleport more than one living thing with him. He had Twilight and Spike on both his sides and he prepares his move. The room goes into a bright flash and everyone closed their eyes. Seconds later Zach opened his eyes and turned to see Twilight on his right outside of the entrance to the library. They both smiled at each other for a successful spell. But Zach's celebration was short lived as he looked down on his left to see if Spike had the same look on his face only to see nothing there. He was in shock and so was Twilight. They started looking around to find their missing dragon assistant. They then see straggles of leaves fall to the ground from the sky. They looked up to find their dragon caught on a branch upside down with his arms folded and a unamused look. Twilight looked at Zach confusingly and sees a sheepish smile form on his face.

"Oh yeah. Still working on that." Zach muttered in rememberance.

"I agree with Applejack and going up together seems more safe." Twilight decided.

"Oh, alright." both Zach and Dash moaned and they started going up. On the way up they walked on the incredibly steep cliff but they managed to keep all of their balance on it except for Dash who prefers to fly up with her forearms crossed in boredom.

"I hear the only thing that sparkles more than the dragon's scales are the jewels they use to build their nests. Ooo, if I play my cards right, I might be able to convince him to part with a few!" Rarity hoped.

"Welcome to my cave, Rarity. Care for a diamond? [roar]" Pinkie imitated a dragon in a deep voice and roared in a joking way. Everypony except Twilight to the funny pink pony's joke. Twilight however was not amused.

"Girls, this is no laughing matter!" Twilight urged.

"Oh come on, Twilight. Even in the most serious of times some heroes should have some fun." Zach assured defending the others.

"[sigh] Whatever. Fluttershy, you're the expert on wild creatures. What do you think the dragon will be like?" Twilight asked. She didn't hear an answer and was worried why.

"Fluttershy?" Twilight called again and started looking around with the others. They looked down to see her hiding behind a bush. It also turns out they were only about 30 feet high from where they started.

"Hey! What are you waiting for? An invitation?" Dash questioned.

"Ooo, I think I have one in my bag!" Pinkie said and startled Dash from a pop of confetti and an invitation in her mouth. Dash had an annoyed look at the process.

"I-it's so... so... steep." Fluttershy stuttered again fearfully.

"Well, it is a cliff. You could just, I don't know, fly up here?" Dash reminded her of being a pegasus.

"Come on, Fluttershy, you can do it. Flap those wings!" Pinkie cheered.

"Oh... okay." Fluttershy said softly and unfolded her wings and began flying. As she was going to make her way up to them the dragon at the top makes another snore which makes Fluttershy whimper in fear and uncontrollably closes her wings and falls back down into the bush. Dash puts her hoof on her face and groans in annoyance. Fluttershy then struggles to open her wings again.

"Uh, we don't have time for this." Twilight groaned. Applejack then had an idea and grabbed the map out of Twilights saddle bag.

"What are you doing?" Twilight asked curiously.

"I'll need this if I'm going to take her around the mountain another way." Applejack explained as she studies the map.

"[groan] Around the mountain? That's going to take them forever." Dash complained. Applejack slid down the mountain to meet with Fluttershy as she continues to struggle to open her wings. Then all of a sudden the dragon snores again and startles the timid pegasus yet again which makes her fall on her back stiffed and unconcious.

"[over exaggerated sigh] Since that happened, I'm gonna help AJ out to try and speed things up." Zach groaned and slid down to Applejack.

"Don't worry, Twilight. We'll be there lickety-split." Applejack promised and Zach and her got Fluttershy up and started their way around the mountain. Twilight looks at the trail of smoke in worry knowing time is running short. Later during the larger split up groups journey they eventually went up to a point where another path connects and waited for the other three. During their wait Twilight and Dash pace in patience while Pinkie and Rarity play tic-tac-toe in the dirt multiple times. Pinkie then made a circle in the ground with her nose and connected three circles.

"Whoo-hoo! I win again!" Pinkie cheered.

"Ugh. That's thirty-five games in a row. Best of seventy-one?" Rarity challenged. Twilight then sees Zach, Applejack, and Fluttershy finally made it to the meeting point.

"[panting] We... made... it. [panting]" Applejack gasped in exaustion as she and Zach dragged the still unconcious Fluttershy in the same stance as earlier.

"Told you it was going to take them forever." Dash whipered to Twilight while flying upside down next to her.

"[panting] Well excuse us. [panting] It's not easy... [panting] carrying an unconcious pegasus... [panting] 5 miles around a mountain in a... [panting] vertical elevation. [panting]" Zach gasped for air as he lays tiredly on the ground along with Applejack. Soon as they caught their breath the group resumed the journey up the mountain. Zach and Applejack though still have to force the scared Fluttershy up the hill. They then come across a gap in the path and see it was a very high drop. Dash then made a high jump with a little support with her wings and landed on the other side followed by the other five. Fluttershy however gulped in fear afraid she might not make it.

"Your turn, Fluttershy." Twilight called.

"But... it's so... wide." Fluttershy said as she holds onto a rock.

"Oh come on." Zach complained.

"Come on, Fluttershy, we should be much farther along by now" Twilight urged.

"You could just leap on over." Applejack mentioned.

"I-" Fluttershy was cut off in mid sentence as the dragon makes another snore thus scaring her again.

"I don't know." Fluttershy said in uncertainty as she rolls up and shakes on the ground. Zach, Twilight, and Applejack shook their heads in dissapointment. Zach opened his mouth to speak up but was cut off by Pinkie.

"There's nothing to be afraid of. It's just a hop, skip and a jump. See?" Pinkie demonstrated as she came back to the other side and began singing again.

"It's not very far. Just move your little rump.

You can make it if you try with a hop, skip and jump." Pinkie sanged as she jumps to each side.

"We don't have time for this." Twilight complained.

"Tell me about it." Zach concurred.

"A hop, skip and jump,

Just move your little rump,

A hop, skip and jump,

A hop, skip and jump,

A hop, skip and jump,

A hop skip and jump,

A hop skip and jump!" Pinkie finished her song and convinced Fluttershy to try.

"O-okay. Here I go. A hop." Fluttershy began the first step.

"That's it." Applejack cheered.

"You've got it." Twilight incouraged.

"Almost there." Rarity also joined in.

"A skip." Fluttershy repeated the second step and leaped across the gap.

"Just don't look down." Twilight warned but Fluttershy looked down anyway while in mid air and got dizzy at the height. She squealed in fear and closed her eyes as the front half of her body landed. She then opens her eyes realizing she wasn't falling but standing on both sides with both her front and back halves standing on each of them. Apparently it wasn't so far after all. Zach and Dash groned with their hooves on their faces and slid them down in yet another annoyed expression and Dash went over to push Fluttershy across with some support from Pinkie and Rarity. As they got accross Dash pushed too hard and ended up crashing to the side of the mountain and having Fluttershy on her.

"I guess I forgot to jump." Fluttershy said sheepishly.

"Or you could have floated across." Zach mentioned annoyingly. As they continue their journey up they come across a path where the right side of them lies unstable ridges that can cause and avalanche.

"[whispers] Let's keep it down. According to my map, we're entering an avalanche zone. The smallest peep could cause a huge rockslide." Twilight warned.

"An... an ava... ava..." Fluttershy stuttered in fear but Twilight shushed her quickly and they continued forward. As they were about to turn Dash rustles a tree branch that lies by the cliff of the mountain and lets a couple leaves fall. Fluttershy tip-toes with the others as one of the leaves dropped on Fluttershy's rump.

"AVALA-!" Fluttershy squealed but was cut off by Applejack with her hoof in her mouth. Fluttershy's voice echoes along the mountain and everyone was still as a rock. But nothing happened and everyone sighed with relief. But then rumbling started happening and they all look up to see small pebbles fall from the ridge and knows what's coming.

"Oh crud." Zach muttered and he and Twilight stepped back seeing bigger rocks fall. Everypony started shouting avalanche and started running around in panic. Zach and Twilight was then able to avoid a boulder from landing on them and started running around along with the others. Applejack hops on the landed boulders trying to avoid them that way and was nearly flatened by a boulder that just landed right in front of her. Dash on the other hand had it easy because she could fly. Twilight was running for her life trying to pass each falling rock but it was too much for her.

"Oh no! Help!" Twilight shouted just as a boulder was coming right for her. But Zach jumped in and shoved her out of the way just in the nick of time. As the smoke cleared the whole group was coughing trying to get the harmful ash out of their throats.

"Everypony okay?" Zach called out.

"Thanks to you I am." Twilight said happily and nuzzled Zach's forehead which immediatly made him blush lightly. Fluttershy then popped out from a pile of debris and Rarity shook off the dirt from her fur.

"Whoo-hoo! Let's do it again!" Pinkie cheered happily even though she barely cheated death and is covered in dirt.

"Uh! This is why a girl always packs extra accessories." Rarity mentioned and grabbed the scarf she had earlier and wrapped around her neck.

"Oh, please tell me I brought the tiara that goes with this." Rarity begged as she looks in her bag again.

"Uh, think we got bigger problems than making sure our hair bows match our horseshoes." Dash reminded pointing at the large debris that blocks their path.

"[sigh] Sorry." Fluttershy apologized shamefully.

"Aw, no big whoop, sugarcube." Applejack assured kindly.

"Yeah, we'll just have to [sigh] climb over." Twilight groaned and they started their way up. On the way up each pony except Dash who is flying groaned as they struggle to make their way across the hill of dirt. Fluttershy then alomst tripped on a rock but regained her balance. Dash was flying above her with her forehooves crossed and a dissapointed look on her face. Zach, Twilight, Dash, and Pinkie eventually made it to the other side with tired looks on their faces. While the other three make their way down Fluttershy struggles to keep her balance as the walk down and squealed as she slips and slides down. She first hits Rarity on the way down then Applejack and landed on the ground cushioning Flutteshy's fall on top of them. Dash then came over to help Rarity out.

"My apologies." Rarity apologized.

"Not your fault." Dash assured and glared at Fluttershy. She knew who she was talking about and looked to the ground in shame. They then make the turn that was blocked and was just steps away from the cave.

"[sigh] Still think it was a good idea to bring Fluttershy along?" Dash asked irritatedly as Twilight studied the map.

"We're about to find out. We're here." Twilight pointed out and in front of them was the cave of the sleeping dragon. As the rest of the group caught up they lined up looking at the cave in wonder and fear. Zach and Twilight put on determined faces and were determined to get the job done.

"Okay, let's get started. Dash, you'll use your wings to clear the smoke." Zach ordered.

"Mm-hmm." Dash understood and flew up to the black smoke above them.

"Rarity and Pinkie, you'll create a diversion to distract the dragon if things get a little hairy in there." Zach again ordered. Pinkie then grabbed a squeaky rubber chicken from Celestia knows where and started shaking it around. Rarity held out her hoof in a confused state with her eyebrow furrowed which Zach and Twilight have the same emotion.

"AJ, you're ready with the apples in case he decides to attack." Zach ordered to her and Applejack nodded in understandment. She then threw two apples in the air and kicked them with her hindhooves which hit a tree to prove her accuracy. Applejack made a satisfied grin proud of her shooting.

"Excellent. But it shouldn't come to that, because Fluttershy will do what she needs to do to wake him up, and between the three of us, we should be able to get him to understand why he needs to go. Is everypony ready?" Zach asked. The others affirmed and nodded. Fluttershy however cowered to the ground fearfully.

"Okay then, we're goin' in." Zach announced and he and Twilight entered the cave boldly.

"So, what is the best way to wake up a sleeping dragon without upsetting him?" Twilight asked.

"To be honest, I'm not totally sure. But you know, right, Fluttershy?" Zach asked but they soon realized Fluttershy wasn't there.

"Fluttershy?" Twilight called again and looked back to see she's no where to be seen. They then knew where she really was.

"Oh, come on!" Twilight complained irritatedly and both of them started walking out. As they walked out they see Fluttershy sticking her head in the dirt like an ostrich.

"Come on!" Twilight said and grabbed one of Fluttershy's wings with her mouth and pulled her out of the dirt. Zach then came up behind her and started pushing her back with Twilight helping only to see Fluttershy resisting.

"We have to do this! [grunt] Now! Every [grunts] second longer that dragon [grunts] sleeps is another [grunts] acre of Equestria that's covered in [grunts] smoke." Twilight said as she and Zach struggle to budge. Dash, Rarity, and Applejack then came over for support but even with five ponies pushing Fluttershy is still able to stand the force of their strengths. Then Pinkie suddenly came charging at them and squished them together giggling. They then popped their heads out from behind them to see if she makes an emotion.

"I- I- I can't go in the cave." Fluttershy confessed shamefully. Everypony then widened their eyes in disbelief and groaned in irritation as they let themselves fall to the ground.

"Okay, what is it this time?" Zach groaned as he threw his arms into the air while laying on the ground.

"Oh, great. She's scared of caves now, too." Dash assumed irritatedly.

"I'm not scared of caves, I'm scared of [mumble]." Fluttershy mumbled quitely.

"What's that, sugarcube?" Applejack asked as everypony got closer to hear her better.

"I'm scared of [mumble]." Fluttershy uttered softly again.

"What?" Twilight asked as she got closer to her.

"I'm scared of dragons!" Fluttershy quickly admitted speaking louder. The dragon then makes another snore and a cloud of smoke comes pouring out of the cave and everypony coughed at the harmful gas. As the smoke cleared Dash had an unamused look and Twilight sees Fluttershy hiding behind Applejack.

"But, Fluttershy, you have a wonderful talent dealing with all kinds of animals." Twilight reminded as she skipped over to get a better view of her.

"Yes. Because they're not dragons." Fluttershy pointed out.

"Oh come on! We've seen you walk up to a horrible manticore like it was nothing." Dash said reminding her of the Nightmare Moon incident.

"Yes. Because he wasn't a dragon." Fluttershy also pointed out.

"Well, part dragon, but still." Zach said.

"Spike is a dragon. You're not scared of him." Pinkie also pointed out.

"Yes. Because he not a huge, gigantic, terrifying, enormous, teeth-gnashing, sharp-scale having, horn-wearing, smoke-snoring, could eat a pony in one bite, totally all grown up dragon!" Fluttershy said in a more understanding sentence. A short awkward scilence then took place.

"Ooooooohhhh!" Zach said in a understanding tone. The dragon then made another snore which made Fluttershy shake in fear.

"But, if you're so afraid of dragons, why didn't you say something before we came all the way up here?" Twilight asked desperately.

"I was afraid to." Fluttershy said shamefully.

"Of course." Zach rolled his eyes irritatedly as he and Dash groaned and put there hooves on their faces yet again.

"All of us are scared of that dragon." Applejack admitted to her kindly.

"I'm not!" Dash said smugly.

"Except her." Zach shook his head in annoyance to the overconfident pegasus.

"Almost all of us are scared of that dragon. But we've got a job to do. So, get in there with Zach and Twilight and show them what you're made of." Applejack encouraged. Fluttershy then took a moment and looked at her friends with comforting smiles on each of them trying to convince her to do it.

"I- I- I just... can't." Fluttershy said sadly and started walking away with her head lowered in shame. Everypony just watch as she leave. Then Zach made one final attempt.

"Fluttershy, if you leave- if you abandon us, everything, every animal you know, will die!" Zach begged. Fluttershy then stopped where she was and raised her head and widened her eyes in realization. Right there Zach thought he did it. Fluttershy also had the thought of going back... but she still had the scary image of the dragon in her head.

"I'm... sorry." was all Fluttershy had to say. Zach widened his eyes with his mouth agaped in disbelief. He never thought she would make such an answer not just abandoning her friends but also her animal friends who she loves so much as well.

"I just can't do it." Fluttershy said in absolute shame and regret and returned walking away with her head lowered again.

"Oh, Fluttershy." Twilight uttered sadly.

"I guess it's just you and me." Zach mentioned with his hoof on her back. Twilight looked at him and nodded sadly and both made their way in the cave again.

"We're goin' in. He... probably just doesn't realize what he's doing. Right?" Twilight said nervously as she and Zach walked in the cave. The others outside of the cave agreed hesitantly and with a hint of nervousness as well as they hide themselves from the dragon's view.

"[sigh] Thanks for the support." Zach said sarcastically and they went back to searching for the dragon.

"Mr. Dragon." Twilight called out fearfully. They then bumped into something and it didn't feel like a rock. They looked up in fear and realized they bumped into the thing they were looking for. It was the sleeping dragon breathing smoke out of his nose. It was red with fish like ears, red spines on his back, and a yellow underbelly. Zach and Twilight regained their composure and went to speak up to him.

"Excuse me." Twilight called for the dragon's attention. The dragon grumbled and rolled over so he can scratch his yellow stomach with his sharp claws.

"Mr. Dragon." Twilight called out again this time slightly a little louder. Then without warning the dragon opened his yellow reptilian eyes to see who is disturbing his sleep. Zach and Twilight jumped back a little startled at the dragon's awakening.

"Oh, good, you're awake. Please allow me to ourselves. This is Zach Lanson and my name is Twilight-" Twilight was about to introduced herself until the dragon made a yawn which made him breath a rather foul smell to them which they had to cover their noses from.

"Ugh! When is the last time you brushed your teeth?" Zach asked rhetorically while covering his nose.

"Augh! Puh! Sparkle, and my friends and I are residents here in Equestria. Ponyville, to be exact." Twilight explained. The dragon then turned his attention to the entrance and sees the others looking at him in fear while Pinkie makes a wide smile and rapidly waves her hoof signing a hello.

"We come her to ask that you find another spot to take your nap. It's just that you seem to be doing an awful lot of snoring, and every time you do you send out a terrible cloud of smoke." Twilight said just as the dragon huffed a cloud of smoke out of his snout. Zach and Twilight coughed from the affect.

"Like that. [cough]" Zach demonstrated.

"Equestria simply can't survive a hundred years in a dark haze. You understand, don't you?" Twilight asked pleadingly. The dragon then stood up grunting as he strectches his arms and back scratching it with groaning.

"So, you'll find another place to sleep?" Twilight asked happily thinking they succeeded. But unfortunately the dragon laid back down and resumed sleeping.

"Apparently not." Zach said annoyingly. Just then the dragon blowed smoke from his mouth and Zach and Twilight coughed at the effect and went outside trying to get fresh air. Just as they got out the dragon made another puff of smoke and the rest of the group started coughing as well.

"So much for [coughs] persuading him." Dash said.

"Now what?" Applejack asked worriedly.

"[coughs] Obviously, this situation just calls for a little pony charm. Allow me, boy and girls." Rarity said smoothingly and entered the cave to meet with the dragon.

"I'm so sorry to interrupt. [clears throat] But I couldn't possibly head back home without mentioning what handsome scales you have. And those scales have to be hidden away in some silly cave for a hundred years?" Rarity complimented as she puts on jewelery from the stacks of treasures. The dragon smiled at the pony's words.

"Personally, I think you should skip the snoozing and be out there, showing them off. Heh." Rarity suggested as the dragon rubbed his scales with a proud smile on his face daydreaming the thoughts.

"Obviously, I would be more than happy to keep an eye on your jewels while you're gone." Rarity said. The dragon then widened his eyes back into reality and growled at the sneaky unicorn and dragged the nearby treasure away from her. Rarity then ran away in fear and threw away the jewelery she had on and the dragon caught them in midair. Rarity was outside resting her head on her hoof on a rock in a dissapointed expression.

"I was this close to getting that diamond." Rarity complained closing up her hooves into a gap emphasizing her point.

"You mean... getting rid of that dragon?" Twilight narrowed at her.

"Oh, yeah... sure." Rarity muttered uninterestedly.

"[sigh] For the love of..." Zach whipered to himself irritatedly. They then heard a party horn that surprised them.

"What in tarnation...?" Applejack uttered confusingly. It was Pinkie blowing on a kazooie while wearing a present box, balloons on her head and wrapped around her tail, party glasses, and scuba fins on her hooves.

"Darling, you look ridiculous." Rarity stated with her right hoof resting on her left one.

"Exactly! Sharing a laugh is a sure-fire way to get someone on your side!" Pinkie assured and started wobbling her way into the cave.

"Hi!" Pinkie greeted. There was then popping happening in there and Pinkie comes out with her balloons popped except one on her tail, her party glasses and present costume mangled, and lost two of her fins.

"Apparently he doesn't like laughing. [laugh] Or sharing." Pinkie said dissapointedly.

"All right, that's it. We tried persuasion, charm,... whatever it is Pinkie Pie does." Dash said confusingly. Pinkie blew on her buted kazooie which didn't make the sound it did earilier.

"It's time to stop wasting time! I'm going in!" Dash said and swooped into the cave.

"Rainbow! No!" Twilight shouted but it was too late. The dragon woke up to Dash's presence and she comes up to his face.

"Get! Out!" Dash yelled and bucked the dragon in the nose. In return the dragon sneezed a puff of smoke from his nose. He then growls at Dash angrily and Dash started losing her bravery.

"Heh. Sorry." Dash apologized nervously but the dragon wasn't going to let her off the hook that easily. The dragon roared loudly and sended Dash rolling like a ball out of the cave.

"Hit the deck!" Zach shouted out and ducked but for the others the stood there bewildered and was hit like bowling pins by Dash. They all got up in pain but regained their composure and started running around screaming and searching for cover. The dragon then pounded his fist on the ground from the enterance of the cave and comes out in full view. The five females hugged each other in fear as Zach stood in front of them with his unicorn horn with boldness in his eyes ready to defend his friends. The dragon then breathed smoke out of his mouth at them and Zach used a sheild spell to defend it but it was too strong for him and the force sends them crashing into a rock. They all groaned in pain as the rock begins to crack and open. After it opened it showed a familiar cutie mark poking out of it. It was Fluttershy hiding behind the rock and looked in shock to see her friends hurt. She then looks at the dragon in fear as it stares back at her angrily. She once again looks back at her friends who were groaning in pain. Zach was then the first to notice her.

"F- Fluttershy?" Zach uttered in both pain and disbelief. Then Fluttershy's expression changes from fear into anger.

"How dare you?" Fluttershy said angrily as the dragon continues to stare at her with a threatening look.

"How dare you!" Fluttershy shouted even louder and with more rage and started flying up the dragon's nose. The dragon then turned it's expression into surprise as the pegasus walks on his snout.

"Listen here, mister. Just because you're big doesn't mean you get to be a bully. You may have huge teeth, and sharp scales, and snore smoke, and breathe fire. But you do not- I repeat- You do not, hurt, my, friends! You got that?" Fluttershy asked sharply as she stares at him in the eye. The dragon then whimpered in both fear and shame.

"Well?" Fluttershy asked again.

"But that rainbow one kicked me." the dragon pointed at Dash.

"Oh, did she now?" Zach glared at Dash which in return nodded with pride.

"And I'm very sorry about that." Fluttershy said. Dash then changed her prideful smile into a confused look which Zach also changed into a satisfaied smile.

"But you're bigger than she is, and you should know better. You should also know better than to take a nap where your snoring can become a health hazard to other creatures." Fluttershy said.

"But I-" the dragon was about to make an excuse.

"Don't you 'but I' me, mister. Now what do you have to say for yourself? I said, what do you have to say for yourself?" Fluttershy said more forcefully which in return made the dragon whimpered and then cried. Everypony expecially Zach was in surprise.

"I don't believe it." Zach uttered in surprise and shock as huge tears rained on him and the others.

"There, there. No need to cry. You're not a bad dragon, you just made a bad decision. Now go pack your things. You just need to find a new place to sleep. That's all." Fluttershy said to him calmly and flied back down to meet with her friends. They came up to her and cheered for the newly brave pegasus.

"You did it! I knew you could do it." Twilight said proudly.

"Well, I couldn't have come back without Zach's help." Fluttershy pointed to Zach.

"Me? What did I do? I don't remember doing anything that helped you." Zach asked confusingly.

"But it was you who motivated me to coming back after saying those... horrible things about everything I knew that could've gone away. It was much scarier thinking about those things than thinking about the dragon." Fluttershy said.

"Oh, well, desperate times comes to desperate measures, right? Just know I never wanted to say those things to scare you in the first place." Zach said giving an apologetic look.

"It's okay. If you hadn't say those in the first place, I wouldn't have come back to face my fears." Fluttershy said putting one of her hooves around him into a semi hug which Zach happily returned. Soon the dragon began flying away to find another place to live and sleep and the heroes make their way home. As they return to Ponyville the pegasi began clearing out the harmful smoke trails and returning it to the fresh clean air it had before. Meanwhile at the library Spike was having trouble with Angel as he gives him a hard time running away from him.

"I said come back here!" Spike shouted at the bunny as he chases him upstairs and crashes into a couple wall bookcases that were by Twilights bed after Angel avoided being caught by him by jumping up on the bookcase. Angel struggles trying to reach for the higher bookcase but was grabbed by the leg from Spike. He tries to fight him off while being carried by Spike but was too small to try and resist.

"How does Fluttershy put up with you furry little things?" Spike said irritatedly. He then sees Zach and Twilight return from their adventure.

"Spike, take a letter." Twilight ordered.

"[sigh] With pleasure." Spike sighed reliefly and dropped Angel on his head and brought out a quill and paper to prepare another letter to Princess Celestia.

"Dear Princess Celestia, I am happy to report that the dragon has departed our fair country, and that it was my good friend, Fluttershy, who convinced him to go. This adventure has taught me to never lose faith in your friends. They can be amazing source of strength, and can help you overcome even your greatest fears." Twilight spoke as Spike wrote down.

"And I've learned in life that when individuals like Fluttershy have a fear they think they can't handle, sometimes you just need a little motivating to help them out. Cause like they say 'watch out for the quiet ones'.

Always Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach finished with his lesson.

"Zach, Twilight! You gotta come see this!" Applejack shouted outside. Zach and Twilight came outside from the balcony to see the gang gathered around Rainbow Dash bouncing her ball on her head.

"She's just five away from a new pony record!" Applejack said excitingly.

"Three hundred forty-seven, three hundred forty-eight..." Dash counted down as she bounces the ball on her head. Then she dropped the ball after hearing a roar before the bouncing breaking record and scared her.

"DRAGON!" Dash shouted in fear and fainted the same way Fluttershy did before going up the mountain. The group laughed at the rainbow haired pony's reaction.

"Why are you laughing? That awful dragon is back!" Dash said in confusion and shock. Then another roar comes up by her side and jumps to see it was Pinkie Pie imitating a dragon roar.

"Pinkie Pie, you scared me! I mean, uh, you... broke my concentration." Dash excused nervously realizing she gave away her brave attitude.

"It's okay, Rainbow Dash. Not everypony can be brave as me." Fluttershy assured in a gloating fashion. Then Dash sees a lead falling down near her and blows it up into the air. It then landed on Fluttershy's rump in the same way it did at the avalanche trail. She screamed in shock and fainted again twice in the same way both she and Dash did. Everypony laughed again to see the old typical Fluttershy back but they know she can be the bravest out of them all but only when she has to be.

(Warning: Zach will not be in this episode because this is mainly a girls only episode and for other obvious reasons. But he will be mentioned in this so read carefully and don't worry, he will appear in the rest of the episodes for the rest of the season. In the meantime, relax and enjoy an original episode in reading and I'll get back to putting Zach Lanson in episodes. Oh and also, Happy 4th of July.) ;)

On a cloudy day in Ponyville the pegasi are moving clouds all over the sky covering the sunny day and preparing for a storm. The ponies on the ground however including Applejack and Rarity were taking off the loose branches on the trees so they don't go flying around hurting others. Rarity on the other hand was reatatching a branch on a tree with her magic. She then looked at the bushy leaves on it and pondered for a moment. Then an idea appeared in her head and used her magic on the leaves and turned them into pony shaped leaf sculptures.

"Perfect." Rarity said pleasingly. Then a lasso appeared and grabbed on to it and tore it back down to the ground ruining her masterpieces. She then sees it was Applejack with the rope in her mouth.

"[spit] Just take the broken limbs down, Rarity. Don't y'all care about nothin' other than prettifyin'?" Applejack asked with a hint of annoyance.

"Some pony has to. You were making an absolute mess of the town square, Applejack." Rarity pointed out all the twigs and branches that lie on the ground.

"Yeah, well, the storm's gonna make an even bigger mess if we don't prune all these loose branches so they don't tumble down on anypony." Applejack reminded.

"I simply cannot imagine why the pegasus ponies would schedule a dreadful downpour this evening and ruin what could have been a glorious sunny day." Rarity complained as she watches the pegasi up above cover up the remaining holes that show the blue sunny sky.

"[sigh] Think more practical-like, will ya? They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it, is all." Applejack explained. After saying that the rain started pouring down.

"Oh no! My wonderfully styled mane shall be ruined!" Rarity said in shock.

"Ya shoulda hurried up and finished the job already." Applejack mentioned.

"Oh! Ah! Oh Ph! It's coming down too fast! Ah! Oh! Oh! Ah! Help me!" Rarity said frantically as she tries to find a spot for cover.

"Uh, there. Hunker down to yer heart's content whilst I finish things." Applejack pointed at a park table. Rarity then rushes to get under it but then sees the wet mud under it.

"Oh, no, no, no!" Rarity looked down in overdramatic fear.

"What now?" Applejack asked irritatedly.

"I prefer not to get my hooves muddy." Rarity pointed out.

"Guh. There is just no pleasin' ya, is there? Everything's got to be just so." Applejack said annoyingly.

"[scoff] Well, and how does muddying my hooves serve any useful purpose?" Rarity questioned.

"Y'all wouldn't know useful if it came up and bit'cha." Applejack stated.

"[laugh] That doesn't even make any sense." Rarity said mockingly.

"Does so." Applejack argued.

"Does not." Rarity countered.

"Does so."

Does not."

Does so."

Does not."

Does so infinity. Hah."

Does not infinity plus one. Heh." Applejack and Rarity's eyes then tensed with irritated looks at each other.

"What say we go our separate ways before one of us says something she will regret?" Rarity said angrily.

"I reckon y'all are gonna say something you'll regret first." Applejack retorted.

"On the contrary, I believe it shall most certainly be you who says something you will regret first."

"I'm not sayin' anythin"

"Nor am I."

"Y'all just be on yer way, then!"

"After you!" Rarity gestured with her hoof and both slowly back away from each other without breaking their angry contact. Then a loud boom of thunder startled the two and both yelped while rushing back to each other and hugged shakingly.

"Perhaps we should stick together for now and find some shelter." Rarity gestured with a more calm voice.

"Uh-huh, perhaps we should. And fast." Applejack agreed fearfully while she still hugs Rarity in the harsh weather.

-Main music plays-

The storm raged on as Applejack and Rarity are in deep trouble if they don't find any cover and quick. Applejack crouched under the park table to take cover from the wet rain while getting her hooves dirty.

"Nice and dry under here, sorta." Applejack said as she looked at her muddy hooves.

"Oh! Unacceptable." Rarity repulsed at the farmers choice of shelter.

"Applejack, Rarity! Applejack, Rarity!" the two then heard a very familiar voice calling for them from a distance. They both looked at the source of the calling and finds their caller to be Twilight Sparkle at her library door gesturing them to come over.

"Twilight?" the two said in unison.

"Come inside girls, quick." Twilight called over while gesturing with her hoof. Applejack and Rarity then rushed over to the tree library to take cover from the storm. Just as Rarity entered Applejack quickly halted inches away from a thought she had about the place.

"Whoa, nelly. Is inside a tree really the best place to be in a lightning storm?" Applejack pointed out.

"It is if you have a magical lightning rod protecting your home like I do. Come on in!" Twilight happily invited.

"Hah! We are most grateful for your invitation." Rarity thanked.

"Thank ya kindly for yer hospitality." Applejack joined as she begins to enter the library. Then Rarity held out her hoof in front her and stopped her in her tracks. Rarity then pointed at her hooves which are still muddy from being under the table.

"Uh, do be a polite house guest and go wash up please, won't you?" Rarity said fussily with a smug smile as she walks up to Twilight.

"[grumble] If I gotta spend one more second with that fussbudget Rarity today, I can't be held responsible for what I'm gonna do." Applejack muttered irritatedly while heading outside to hose herself off.

"Some storm, huh? The pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home." said Twilight.

"It may indeed be a problem." Rarity said with unsurity.

"Well, you're welcome to stay if need be. Zach and Spike are away in Canterlot on royal business. I'm home all alone tonight. [gasp] You and Applejack should totally sleep over! We'll have a slumber party! I've always wanted one of those." Twilight clapped her hooves in excitement and glee. Rarity blinked in disbelief of the thought especially with Applejack involved.

"Oh! Uh, goodness. Uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now. [nervous laugh] Ah, silly me, I can't possibly stay here all night - with Applejack." Rarity said with urgency. Twilight came over to one of many bookshelves in the fairly big library and used her magic to float down a cetain book with a pillow picture on the cover and and levitates it to Rarity.

"Slumber 101: All You've Ever Wanted to Know About Slumber Parties But Were Afraid to Ask." Rarity read.

"My own personal copy. It's a fantastic reference guide. You should see the table of contents. I've been waiting for a chance to use it, and today is the day! This is gonna be so great!" Twilight said with a wide smile.

"Yes, uh, great. [nervous laughter]" Rarity said uncomfortably and looks outside. Applejack was trying to get the water hose to wash her hooves but she was having a hard time holding it because the water sprays uncontrollably to her face. Rarity had no choice but to stay with Twilight and Applejack for the night. Applejack finally finished cleaning her hooves as she walks in without mud trails following her and with a nice sparkling shine to them. She then turns her attention to the two unicorns which the sight surprised her.

"[gasp] What in tarnation!" Applejack said in disbelief. Twilight and Rarity were laying down with green mud masks on their faces. Rarity was rubbing it on Twilight's face while she enjoys the sensation of the mask being smoldered on her face.

"Now wait just a goll-darn minute. Ya make me wash the mud off my hooves, but it's okay for y'all to have mud all over yer faces?" Applejack assumed irritatedly.

"Silly! This is called a mud mask. It's to refresh and rejuvenate your complexion." Rarity explained as she posed with her hooves resting on both of her cheeks in a fashionista style.

"We're giving each other makeovers! Eee-hee! We have to do it, it says so in the book." Twilight squealed as she levitates the book to Applejack for her to see.

"Slumber 101: Everything You-" Applejack stopped reading as she widened her eyes in realization.

"Oh hey, heh, would'ja look at the time. I gotta skidaddle on home quick. I'm powerful late for, uh, fer somethin'. Uh, g'night." Applejack waved and started running for the door until a loud thunder scared Applejack with a shout and quickly came back.

"Or maybe I'll sit here for a spell." Applejack said.

"Hurray slumber party!" Twilight cheered joyfully clapping her hooves. Applejack however didn't feel like cheering considering she is now stuck with Rarity for the night. Then without warning a glob of mud mask came flying right into Applejack's face and Rarity started rubbing it on her. Applejack made a disgusted sound at the feeling and Rarity began putting sliced zucini on her eyes.

"What in the world is this for?" Applejack asked confusingly.

"[sigh] To reduce the puffiness around one's eyes, of course." Rarity explained flatly.

"Puffiness-schmuffiness!" Applejack said and licked off the zucini from her eyes and ate them.

"That's good eatin'!" Applejack said happily and started making chewing noises which was annoying Rarity.

"Tee-hee! Isn't this exciting? We'll do everything by the book, and that will make my slumber party officially fun." Twilight said excitingly as she again claps her hooves while reading the book.

"Did you hear that, Applejack? You certainly would not want to do anything that would ruin Twilight's very first slumber party, would you?" Rarity asked narrowing her eyes.

"Of course not, 'n you wouldn't either, I reckon?" Applejack assumed irritatedly.

"So do we have an agreement?" Rarity asked.

"You betcha." Applejack agreed and spat on her hoof and draw it to Rarity with saliva drooling off of it.

"Oh! Gross! You know, there's messy and there's just plain rude." Rarity said irritably.

"You know, there's fussy 'n there's just plain gettin' on my nerves." Applejack growled as she nears her face up to Rarity's.

"Fortunately, I can get along with any pony, no matter how difficult she may be." Rarity assured.

"Oh yeah? Well, I'm the get-alongin'ist pony yer ever gonna meet." Applejack reassured challengingly.

"That's not even a word." Rarity pointed out annoyingly.

"This is going to be the bestest slumber party ever! Yay!" Twilight cheered as comes out from behind the two bickerers and hugs them together.

"Yay." Applejack and Rarity said flatly with less joy as they looked at each other with angry expressions toward each other. The storm continues to ravage on with high speeding winds and lethal lightning strikes. The slumber party Twilight made is actually holding up okay despite the two's fighting differences.

"So, how are you getting along over there, Applejack?" Rarity asked smugly while wearing hair curlers on her mane and tail along with Twilight and Applejack.

"Just fine, Rarity." Applejack answered irritably.

"This is so awesome! [giggle] Makeovers, check." Twilight announced as she checked off the step and used her magic to get rid of the hair products. Applejack smiled in relief knowing she had her stetson hat back and didn't have to wear those silly looking things on her head and tail.

"Ooh, it says here we have to tell ghost stories. Who wants to go first?" Twilight asked as she read the next step in the book.

"Me!" Applejack shouted quickly raising her hoof.

"I'd like to tell y'all the terrifying tale of the prissy ghost who drove everypony crazy with her unnecessary neatness. Oo-oo!" Applejack immitated a ghost whail as she waves her fore hooves in a swaying motion.

"I'm sure y'all are familiar with that one." Applejack said while glaring at Rarity as a sign of what she's talking about.

"Never heard of it, but I have a much better one. It's the horrifying story of the messy, inconsiderate ghost who irritated every pony within a hundred miles! Ooo!" Rarity said ghostly as she repeated Applejack's act.

"That's not a real story. You made it up." Applejack accused.

"It is a ghost story, they're all made up." Rarity reminded. Then all of a sudden just the moment another lightning bolt stroked the lights in the library went into a blackout and made the two fighters screamed in fear and surprise. Then Twilight turned on a lantern which also startled the two a bit.

"I've got one! This story is called The Legend of the Headless Horse. It was a dark and stormy night, just like this one. And three ponies were having a slumber party, just... like... this one..." Twilight said with a spooky tone as the storm help emphasize her story. As the story went on Applejack and Rarity were actually getting really frightened of the story.

"...and just when the last pony thought she was safe, there... standing right behind her... just inches away was... the Headless Horse!" Twilight shouted shokingly and when another flash of light appeared their was a figure where Twilight sat with no head and it's arms raised into the air. Applejack and Rarity gasped in fear and quickly hugged each other screaming in total fear. It turns out though Twilight revealed herself under a sheet she was wearing and took it off so she could get to the book and turned back on the lights which was also part of Twilight's scaring plan.

"Ghost story, check." Twilight announced and checked off the next step in the book. Applejack and Rarity then realized their were holding each other and quickly withdrew from both of their grasps with unamused looks on thier faces.

"Now, who wants s'mores?" Twilight offered with her hooves on each of their shoulders. Later Applejack was preparing the marshmellows by roasting them by the fireplace while Twilight and Rarity get the graham crackers and chocolate ready.

"Then you place one marshmallow on the top of the chocolate and be sure it's centered - that's critical - and then carefully put another perfectly square graham cracker on the top. And done. Ta-da! [laugh]" Rarity demonstrated as she makes a s'more. Twilight eyed the treat in awe as she never seen a treat like it.

"Nah, ya just eat 'em." Applejack said and dove right into the s'more and ate it making munching sounds and moaned delightfully at the tasty treat. She then made a loud belch which Rarity was far from amused.

"[sigh] You could at least say excuse me." Rarity said repulsively.

"Aw, I was just about to, but you interrupted me. Pardon." Applejack excused with a dominant smile and Rarity rolled her eyes in annoyance.

"S'mores, check. Now the next item of fun we have to do is Truth or Dare." Twilight announced as she reads the book.

"I dare Applejack to do something carefully and neatly for a change." Rarity stated.

"Oh yeah? Well I dare Rarity ta lighten up and stop obsessin' over every last little detail, for a change." Applejack countered.

"I think the truth of the matter is that some pony could stand to pay a little more attention to details."

"And I think the truth is some pony oughta quit with her fussin' so the rest of us can get things done."

"Um, I don't think this is how the game's supposed to work. You have to give an honest answer to any question or do whatever any pony dares you to do." Twilight explained the rules from the book.

"I dares you to step outside and let your precious, tidy mane get ruined again." Applejack challenged. Rarity deeply gasped at the statement.

"You have to. It's the rule." Twilight said. Applejack laughed triumphantly at Twilight's defense.

"Fine!" Rarity said angrily and made her way outside. As she enters the cold outside rain she weeps in regret as she lets her wavy mane and tail get wet. Applejack snickered at sight and sound and watch her come back in shaking from the freezing temperature with her well groomed hair drizzled. Applejack laughed at the sight and it was Rarity's turn for revenge as she approaches her sharply.

"Okay. I dare Applejack to play dress-up in a fru-fru, glittery, lacey outfit." Rarity dared. Applejack gasped in surprise but changed her expression into anger and went to obey the dare. She comes back with princess like clothing unlike Princess Celesit's attire with a pointy hat replacing her stetson.

"Happy?" Applejack asked embarrassingly.

"Very. [smirk]" Rarity chuckled.

"Um, do I ever get a turn?" Twilight asked.

"I dare ya to enter the next rodeo when it comes to town." Applejack dared.

"I dare you not to enter the next rodeo that comes to town." Rarity countered.

"I dare ya to not comb your mane a hundred times before bed."

"And I dare you to comb yours just once." the two were throwing dares more than asking for truths that it was getting out of hand. So Twilight decided to move on.

"I, uh, I think we should check off Truth or Dare and move on. Let's see what our next fun-fun-fun thing is, shall we? Hm, what does this mean? Pillow fight?" Twilight read confusingly.

"Oh, please. I am not at all interested in participating in something so crude." Rarity rejected until a pillow hits her in the face and sees it was Applejack who threw it. She gave a menacing glare at the farmer and had enough of her.

"It, is, on!" Rarity said competetively and threw back the pillow Applejack used and got hit in the face as well. Applejack then counter attacked by bucking three more pillows at her which all hit their target. Rarity does the same by kicking them by the front except hers missed their target. Applejack then used a lasso and spun her pillows as hard as she could and let it fly at Rarity. Rarity however was a unicorn so she did the one thing a unicorn can do: magic. She levitates the thrown pillows by her sides and forced them back at Applejack. The two arguers had themselves a pillow war trying to hurt the other as much as they can. Twilight then appeared in the middle of the little battle.

"Oh, I get it! Pillow, fight! Fun! Ugh. Ah." Twilight was then caught in the middle of the fight as a share of pillows hit her in the crossfire.

"Uh, girls? Maybe we should take it down a notch?" Twilight mentioned as her eyes rolled in opposite directions from the pain.

"I will if she will." Applejack said angrily as she continues to attack Rarity and dodging her attacks.

"[gasp] She started it." Rarity argued back as she also dodges the flying pillows and throwing her set of pillows. They then came to their senses after seeing Twilight buried under a stack of pillows and stopped the fighting. Twilight popped out with a pillow on her head and feathers in her mouth. She spat out the feathers so she could speak.

"Maybe we should just call it a night and get some sleep?" Twilight mentioned. Later that night the two bickerers surprisingly agreed to share a bed which lies across from Twilight's. The two laid on their side by the edge so they don't sleep so close to each other. Unfortunately the snooty and fussy Rarity had to start a new fight.

"Keep your muddy hooves on your side of the bed." Rarity whipered irritably.

"My hooves ain't muddy." Applejack assured quitely also irritated.

"They were. There might still be a little on them." Rarity thought.

"There ain't. See?" Applejack rolled over and showed her hoof to her.

"Eww!" Rarity gagged repulsively and pulled the blanket away from Applejack rudely.

"Now who's bein' inconsiderate?" Applejack said and pulled the blanket back away from Rarity. She then gets off the bed.

"I have to make the bed again so the blanket will be right. Get up." Rarity pushed Applejack off the bed.

"Hey!" Applejack quitely shouted out. Rarity used her magic to flatten out the blanket and tucked the back corners under the mattres and smoothen out the blanket as she finishes. Applejack got up and was about to reenter the bed.

"Ah ah ah! You'll ruin it. You have to do it like this." Rarity demonstrated as she slowly slides herself in the blanket making soft moans as she goes along and sighed relaxedly. Applejack just gave a blank stare.

"Yeah, that's not gonna happen. Geronimo!" Applejack shouted as she jumped into the air and landed on the bed causing Rarity to bounce off and rolled the whole blanket back onto her.

"Hey!" Rarity shouted in surprise. Applejack sighed as she lays cozily under the warm blanket.

"You did that on purpose." Rarity assumed.

"Um, yeah?" Applejack said sarcastically.

"Get up so I can fix it again." Rarity demanded.

"Can't hear ya, I'm asleep. [snore]" Applejack mocked as she pretends to do snoring noises. Rarity growled as she lifts the blanket away from Applejack which made her surprised.

"I ain't budgin'." Applejack grumbled angrily.

"You will if you want any blankets." Rarity said between the blanket in her mouth and soon finds it taken away from her by Applejack. Rarity then grabbed the other side of the blanket and tried to tug it away from her but she won't give up without a fight.

"Give it back!" Applejack growled as she pulls the blanket.

"I will not!" Rarity rejected as she pulls back in a tug-a-war fashion.

"Yes, you will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

"Enough!" Twilight shouted out in frustration. The two fighters then halted and turned their attention to the annoyed Twilight.

"It says right here that the number one thing you're supposed to do at a slumber party is have fun, and thanks to you two I can't check that off!" Twilight said angrily as she shows the book.

"I've been tryin' my darndest to get along." Applejack assured as she drops the blanket and spoke clearly.

"No, it is I who've been trying my best." Rarity reassured also dropping the blanket.

"No, it was me."

"No, it was I."

"Me!"

"I!" the two fought and locked heads pushing each other back.

"I hope you're happy, both of you. You've ruined my very first slumber party. The makeover, the s'mores, Truth or Dare, the pillow fight... I mean, is there anything else that could possibly go wrong?" Twilight shouted in frustration waving her hooves around to emphasize her point. Suddenley they heard a very loud lightning bolt strike and it was very close by.

"Sorry I asked." Twilight said regretfully as she cowers under her sheets. They then were curious to see where the bolt striked and swiftly ran to the bedroom window to see. The three girls gaped in shock to see the lightning bolt strucked a top part of a tree and looked like it was ready to topple down on another house.

"Ya see? That's why we needed to take down all those loose branches in town, not spiffy 'em up." Applejack said as Rarity realizes her mistakes.

"But I-" Rarity was about to excused.

"Outta my way, missy! Time's a-wastin'." Applejack said and opened the window and got out her lasso and was getting ready to throw it. Rarity widened her eyes shockingly knowing what she is about to do.

"Wait! Stop! Don't!" Rarity urgently warned.

"No waitin'! No stopin'! Doin'!" Applejack muffled tensly through her swinging the rope and threw it out. It successfully caught the toppling top part of the tree just in time before the it could fall down.

"And that, my friends, is what we call gettin' 'er done." Applejack said proudly and tugged on the rope. Unfortunately it was huge mistake she should have never made. The unicorns cried out in horror as they watch the seperated tree top tumble down towards the library and crashes into the bedroom. Applejack dangles as she holds on to the rope from falling to the lower part of the library. The tree was stuck in the window and it blocked the windows path from closing away the cold rain and wind as it enters the library.

"[cries] I tried to tell you it would come crashing down in here." Rarity said angrily as she pointlessly cleans up the small mess that was caused by the crash. Applejack eventually climbed herself back up to the bedroom.

"Well, ya should'a tried harder." Applejack argued and widened her eyes in disbelief to see Rarity cleaning up a smaller mess ignoring the tree. Twilight pops out from under the branches with a dizzy look on her face.

"[sigh] I'm mighty sorry, Twilight." Applejack apologized sincerely.

"It's... Well, it's not okay. There's a giant tree branch in the middle of my bedroom, and the book doesn't say anything about having a giant tree branch at your slumber party. Or at least I haven't found that entry yet. Ur... ah!" Twilight said as she skims through the pages in her book in nervousness and tension losing concentration on the tree. Applejack came over to the other side to see Rarity still cleaning and putting away the fallen books back to it's shelf.

"What in tarnation are y'all doin' over there?" Applejack shouted.

"Cleaning up this mess some pony made. Who was that again? Oh, right, that's you." Rarity said sharply which also gave Applejack a very irritated look. She returned to Twilight to see her still flipping through the pages in her book.

"We gotta do somethin'!" Applejack shouted out.

"Baking... BFFs... Brothers... There's nothing in here about branches." Twilight said as she reads through the pages still not on the important task. Applejack then took it in her own hooves to get the tree out. She tried pulling it out, bucking it to smaller pieces, and even stomp on it to make it smaller. She then knew she can't do it alone so she dove back in to get Rarity who was still cleaning up the small mess.

"[grunts] Rarity, for pony's sake, stop sweatin' the small stuff and help me get rid of this thing!" Applejack ordered but Rarity ignored her and continued restocking the shelves.

"I said hussle over here and help me!" Applejack yelled again but was again ignored. Applejack was getting very irritated and was at the verdge of giving up until she had the guts to say the last thing she wanted to say to the arrogant unicorn.

"Look... I'm sorry, all right?" Applejack apologized.

"What was that?" Rarity asked in shock and disbelief now paying attention to her to make sure she heard correctly.

"I said I'm sorry! I should'a listened to you when you noticed where this here branch would end up. Yer annoyin' attention to detail would'a saved us from this whole mess. But right now, ya need to stop bein' so dang fussy pickin' up all the little things and help me move the one big thing in here that actually matters!" Applejack begged. Rarity paused for a moment to think.

"Please!" Applejack again begged. Rarity widened her eyes in disbelief. Applejack the pony she thought had no manners asked politely to help. Rarity then noticed the wet mess on the ground.

"Uh. Uh, but I'll get all icky." Rarity complained.

"Consarnit! What the... eh... you... I mean, yes, ickiness is often a side effect of hard work. But y'all need to get over it, on account I just can't fix this mess I made myself. I need your help." Applejack urged. Rarity took another moment to ponder. Then after a hard deciding moment she had to make she made up her mind.

"Oh. Let's do this." Rarity said with determination in her eyes and prepared herself to help out. The two made their plan up and nodded in agreement they were ready while Twilight was still distracted reading her book.

"Well, they do have a section about backyard slumber parties. Is that what we're doing right now? Does this count as camping?" Twilight asked in denial. Rarity then tensly concentrated her magic and turned the tree into small pieces and made them into small branch statues with shapes like horseshoes, variety of animals, and other objects and gently placed them on the ground. Applejack was ready to buck the stump out of the window which was caught on the wall until she sees Rarity sharpen her sight at her signing to not do it. She then slowly abondoned her bucking stance and slowly grabbed the stump with her mouth and threw it out the window. Rarity smiled proudly at her as she closes the window thus ending the chaotic mess. The two smiled at each other in admiration for a job well done. Rarity then notices the muddy mess on her with leaves and twigs stuck on her.

"U-ugh. Oh, I look awful." Rarity said sadly. Applejack couldn't help but feel sorry for her as she rubs her chin with her hoof and pondered for something to make her feel better. Then an idea popped in her head and approach Rarity with something in her hooves. She placed two things on her face.

"Better?" Applejack asked kindly. It appeared Applejack placed two slices of zucini on her eyes and Rarity couldn't help but smile at Applejack's silly kindness.

"Hmph, thanks." Rarity said and was waving her hoof forward trying to find Applejack blindly. Applejack approched and embraced her into a much needed hug. Twilight finally turns her attention to the small tree figurines that lie around her.

"Oh, pretty! Where did these come from? They're not in the book either." Twilight said as she returns to the book. The next day after everything was cleaned up and the storm was still brewing the three remained in the library until the storm simmers down. They were now laughing and having fun as they play a game of 20 questions.

"Is it bigger than a barn?" Applejack guessed.

"[laugh] Nope." Twilight answered.

"Is it smaller than a saddle?" Rarity asked.

"[laugh] No! Only three of your twenty questions left!" Twilight mentioned.

"[sigh] We're never gonna guess what y'er thinkin' of, it could be anythin'." Applejack complained.

"Are we getting warmer?" Rarity asked.

"Why? Is it too cold in here for you? I can turn up the heat." Twilight asked concernly as she misunderstood the term.

"She means are we gettin' any closer with our guesses?" Applejack explained.

"Oh! No. And that technically counted as a question, so only two more left!" Twilight said.

"Is it... a six-legged pony with a purple polka-dotted mane and shootin' stars comin' out of his eyes?" Applejack randomly guessed.

"Who flies through the air all over the world to hide magic, sparkly eggs?" Rarity added her question to help out Applejack's question and the two looked at Twilight with hope that they were right.

"That's it!" Twilight said.

"It is?" Applejack and Rarity asked bewilderedly in unison.

"No. [chuckle] It's that." Twilight pointed up and the two turned their attention to a telescope as Twilight's answer.

"But it was just so nice to see you two finally getting along, I wanted you to be able to win together." Twilight said happily. Two guessers laughed playfully to Twilight's plan.

"See? We could have been having fun like this all along." Twilight said.

"If only some pony hadn't been so persnickety." Applejack said as she looks at Rarity.

"Well, maybe she wouldn't have been if some pony else hadn't been so sloppy." Rarity stated and Applejack's expression along with Rarity's changes into angry looks but was changed again into warm smiles.

"Sorry for being such a pain in the patootie." Applejack apologized.

"Oh, no, I'm sure I was much worse." Rarity genourously insisted.

"That's kind of ya ta say, but I'm the one who's sorry."

Oh, I'm much more sorry than you are.

"Ugh. Are not."

"Are too."

"Are not."

"Are too."

"Are not."

"Are too." what looked like to be another heated fight turned into a fun joking fight as Applejack and Rarity laughed.

"I declare my first slumber party a success!" Twilight announced as she comes up between the two. Applejack and Rarity clapped their hooves and cheered. Twilight brought up the book and checked off the last step.

"Have fun, check." Twilight said and the two began laughing again.

"Now take two steps to your left. Uh, no, my left." Rarity instructed as she and Applejack play another game as Applejack is blindfolded by two slices of zucini on her eyes and moved unbalanced.

"Whu, which is it? Whoa!" Applejack shouted as she crashes right into a wall of books. She took off the zucini and got back up with a pillow on her head.

"That mess is your fault, not mine. [laughter]" Applejack teased.

"[laughter] Sorry." Rarity apologized and the two began laughing again as Twilight writes down another lesson for the princess.

"Dear Princess Celestia,

It's hard to believe that two ponies who seem to have so little in common could ever get along. But I found out that if you embrace each other's differences, you'd just be surprised to discover a way to be friends after all." Twilight wrote down and returned her attention the others.

"So... who's up for another slumber party tomorrow night?" Twilight asked with a smile. Applejack and Rarity looked at each other with devious smiles on their face and knew they both had the same idea. Without warning Twilight was found being hit by two pillows in the face.

"How about a week from Thursday? Oh, how about two weeks from Saturday? A month from now?" Twilight planned as Applejack and Rarity laughed at Twilight's early planning. After a whole night of harsh weather the dark rain clouds finally move away from the beautiful suns rays as it shines all over Ponyville. Now Zach and Spike have a clear path to get back to their normal lives.

"Wow, what a gorgeous day!" Twilight said as they walk along on a beautiful sunny afternoon in the streets of Ponyville.

"Princess Celestia sure outdone herself this time." Zach complimented as he walks alongside Twilight.

"Rainbow Dash must have gotten up early for once and cleared all the clouds away." Spike assumed while riding on Twilight's back.

"Will that be a surprise." Zach said playfully.

"I bet all of Ponyville is going to be out enjoying the sunshine." Twilight assumed but as they looked around the streets were quiet and deserted.

"What? Where is everypony?" Twilight asked in confusion. They looked around to see a couple ponies shutting their doors and windows in fear even a mother pulled her foal in from going outside.

"Is it some sort of pony holiday?" Spike asked.

"Not that I know of." Twilight said as they walk through the lonely streets.

"Does my breath stink?" Spike thought and belched so he could take a sniff.

"Not more than usual." Twilight admitted which Zach chuckled in the process.

"Is it... zombies?" Spike asked fearfully.

"Uh... not very likely." Twilight assured.

"Not likely... but possible?" Spike said and Zach sighed and rolled his eyes. The three then halted after hearing a 'psst'ing sound. They were near Sugarcube Corner and looked around.

"Zach, Twilight!" Pinkie Pie the appeared from behind her door in a whisper and ducked back down like she was hiding from something.

"Spike! Come here!" Pinkie gestured with her hoof and hid back down.

"Come, here! Hurry! Before she gets you!" Pinkie urged as she looked around. Zach and Twilight obey and jumped in and closed the door. Pinkie then turned a flashlight on so they can see in the dark. Zach and Twilight grunted and rubbed their eyes as they constricted trying to adjust to the new lighting.

"Who? The zombie pony?" Spike asked in fear.

"Z-Zombie pony?" Pinkie shooked in fear with Spike with the light shining on her.

"Spike! There are no zombie ponies. Pinkie, what are you doing here alone in the dark?" Twilight asked after calming Spike down.

"I'm not alone in the dark." Pinkie said and opened a window curtain a titch so the suns light can shine through. Zach and Twilight gasped in surprise to see their other friends surrounding them.

"Okay then, what are you all doing here in the dark?" Zach asked curiously.

"W-we're hidin' from h-her!" Applejack pointed out the window shakingly and the group looked outside. In the middle of the streets was a hooded figure who appeared to be an equine of some sort digging at the ground with it's hoof. She then without warning turns her head at them with glowing eyes piercing at them. The group except for Zach and Twilight gasped in unison and hid out of sight in fear.

"Oh brother." Zach sighed knowing where this is going.

-Main music plays-

"Did you see her Zach and Twilight? Did you see... Zecora?" Applebloom asked fearfully who was with the group.

"...Who?" Zach asked confusingly.

"Ze-" Applebloom was about to repeat the name but was interupted.

"Applebloom! I told you to never say that name." Applejack urged.

"Well, I saw her glance this way..." Twilight admitted.

"Glance evilly this way." Pinkie corrected with a spooky tone. Twilight shrugged her off and looked at Zach who both had confused looks.

"... And then a bunch of you flip out for no good reason." Twilight finished.

"No good reason? You call protectin' yer kin no good reason? Why as soon as my sister saw Zecora ridin' into town, she started shakin' in her lil' horseshoes." Applejack said as she shakes her little sister to emphasize her point.

"D-i-i-i-d n-o-o-o-t!" Applebloom said virbratingly.

"So I swept her up and brought her here." Applejack said and puts Applebloom on her back.

"I walked here myself!" Applebloom corrected.

"For safe keepin'." Applejack assured and Applebloom gets off her back.

"Applejack, I'm not a baby! I can take care of myself!" Applebloom said slightly annoyed at her older sisters overprotectivness.

"Not from that creepy Zecora." Applejack said.

"She's mysterious." Fluttershy said.

"Sinister." Rainbow Dash added.

"And spoooooky!" Pinkie said extending the word and keeping her spooky tone. Zach and Twilight rolled their eyes and looked back outside with the group hurdling behind and crowded them. The mysterious hooded figure then moved it's hoof to it's hood and removed and reavealed a black and white striped mohawk mane as well as the rest of it's body. Everypony but Zach and Twilight again gasped overdramatically at the sight.

"Just look at those stripes! So garish!" Rarity said repulsively.

"She's a zebra." Zach and Twilight explained in unison.

"A what!" the group asked shockingly.

"A zebra, and her stripes aren't a fashion choice Rarity, they're what she was born with." Twilight explained. Then Rarity gasps and faints overdramatically.

"Born where? I've never seen a pony like that in these parts. Except...her!" Applejack said shakingly.

"Well, she's probably not from here. And she's not a pony. My book says that zebras come from a far away land. But I've never seen her in Ponyville. Where does she live?" Twilight wondered as Spike sneaks himself in the kitchen. She then notices Zach's eyes were not brown but the whitish gray color he uses to see through minds. He blinked and returned to the normal brown color he keeps.

(look up Where the World Ends: Draft 4 at deviantart)

"Well, as I can see she's from a land called Zavros. Her country has many tribes with many different beliefs. Their technology isn't as advanced as ours, but I've heard that her kind can make amazing potions." Zach explained.

"You mean, evil potions." Pinkie corrected still in her spooky tone.

"[sigh] My gosh. Anyway, where does she live now?" Zach asked.

"That's just it, she lives in... the Everfree Forest!" Applejack said in fear. Then they were caught by surprise by loud thunder like noise.

"Spike!" Twilight shouted. Spike accidentally knocke over a couple of cooking pots and pans after getting bakery goods.

"Uh, sorry." Spike apologized sheepishly.

"If you're gonna help yourself to sweets, at least keep it down." Zach advised.

"The Everfree Forest just ain't natural. The plants grow..." Applejack mentioned.

"Animals care for themselves..." Fluttershy added.

"And the clouds move... all on their own!" Dash said with the last two joining in unison. Rarity did another gasp and faint the same way she did earlier.

"Would you stop that, and what's the big deal? This stuff happens all the time where I come from." Zach said.

"Yeah, in your world it maybe normal, but here, it's a whole diffent story." Dash said.

"And that wicked enchantress Zecora lives there doing her evil...stuff! Why she's so evil I even wrote a song about her!" Pinkie and prepared herself for yet another song.

"Here we go-a[breath]..." Dash sighed.

"She's an evil enchantress,

She does evil dances,

And if you look deep in her eyes,

She'll put you in trances,

Then what will she do?

She'll mix up an evil brew,

Then she'll gobble you up,

In a big tasty stew,

Soooo... Watch out!" Pinkie finished with a striking like pose on a table and breathing heavily. Zach, Twilight, Dash, and Fluttershy stare at her with bewildered looks.

"Wow. Catchy." Twilight complimented.

"It's a work in progress." Pinkie said with a proud smile.

"This is all just a lot of gossip and rumors. Now tell me; what exactly have you actually seen Zecora do?" Twilight asked.

"Well... Once a month, she comes into Ponyville." Dash said.

"Ooooooooo!" Twilight said in overdramatick sarcasm.

"Scary!" Zach joined.

"Then, she lurks by the stores." Rarity added.

"Oh, my." Twilight said with less drama this time.

"And then, she digs at the ground." Fluttershy said as she demonstrates her point.

"[dramatically] Good gracious! [normal tone] Okay, I'm sorry. But how is any of this bad? Maybe she comes to town to visit." Twilight thought.

"Yeah! Maybe she's just tryin' to be neighborly." Applebloom supported.

"And maybe she's not lurking by the stores, maybe she's going to them, lurk free, to do some shopping?" Twilight mentioned.

"But she can't shop, because all of the stores are locked and you think she's some evil witch or something. Instead of just jumping into conclusions just because of her appearance, dosen't mean she's bad. Maybe she just want's to try some new products." Zach added.

"Yeah! Everypony likes to shop. You know what I think?" Applebloom was about to give her opinion until Applejack got in the way.

"Applebloom! Hush and let the big ponies talk." Applejack order and gestures Applebloom to move out of the conversation.

"I am a big pony!" Applebloom whispered angrily.

"You're only 7 years old." Zach reminded.

"Still." Applebloom said as she walks away by the door.

"W..what about digging at the ground? You've got to admit that's weird." Dash mentioned.

"Wha- okay you're right, that is kind of strange. Wonder why she's doing that?" Zach pondered as he looks outside seeing Zecora continue digging at the ground.

"What if she's digging for innocent creatures?" Fluttershy thought.

"Underground?" Zach asked confusingly and Fluttershy shrugged as an answer.

"I am sure there is an explanation for everything Zecora does. And if anypony here were actually brave enough to approach her, she would find out the truth." Twilight said while Pinkie sings her song. Without hesitation Applebloom made up her decision.

"Well I'm brave enough; I'm gonna find out myself." Applebloom said to herself and walked out the door. As she hides behind a corner wathcing Zecora still digging the the ground she made a quick turn of her head and Applebloom gasped and hid herself in fear. She gulped in second thought thinking this wasn't a good idea. She pops her head out of the corner again to get a better look and sees Zecora move to a new location to dig. As she got closer to the hooded zebra Zecora decided to leave and make her way back to her home in the Everfree Forest while Applebloom follows secretly.

"You ponies are being ridiculous!" Twilight argued.

"Well, I heard that Zecora eats hay." Pinkie said.

"Pinkie, I eat hay; you eat hay!" Twilight reminded.

"We all eat hay! Which is strange for me since I'm also a human, but I still somehow like the taste." Zach said.

"Yeah, but I heard it's the evil way she eats hay." Pinkie said with the spooky tone again.

"Oh, for crying out loud. When are all ever gonna-" Zach was getting irritated.

"Hey! Where's Apple Bloom?" Applejack looked around worriedly.

"The door's open." Fluttershy pointed at the opened door.

"She went outside!" Rarity assumed in fear.

"And Zecora's still out there." Dash mentioned.

"That silly lil' filly! I told her to stay put!" Applejack said fearfully and ran out to get her little sister with the others.

"Spike, you stay here in case Applebloom comes back." Twilight ordered.

"Will do!" Spike obeyed and saluted with a pot on his head and a frying pan in his other claw. Applebloom followed Zecora to the edge of the Everfree Forest and watched her dissapear in the mists of the forest. As Applebloom was about to enter she stopped inches away and gulped. But she stood tall and continued. She then finds Zecora and sees her avoid some certain blue plants and thought it would be wise to do the same. Fortuneateley for Applebloom her small pitter patter hoof steps are light for Zecora to hear so she comes up closer to her.

"Applebloom?" a familiar voice called. Zecora heard as well and turned to see Applebloom following her along with someone else. Applebloom gasped in fear and turned to see her caller.

"You git back here right now!" Applejack ordered along with the other ponies who stand yards away in the same blue plant field.

"Beware! Beware, you pony folk! Those leaves of blue are not a joke!" Zecora warned as she backs away in the fog.

"Y-you keep your creepy mumbo-jumbo to yerself, ya hear?" Applejack warned as she picks up Applebloom. The rest of the group but Zach and Twilight encouraged along with Applejack as they taunt her.

"[sighs] Oh brother." Twilight sighed.

"Tell me about it." Zach muttered.

"Beware! Beware!" Zecora gave one last warning and dissapeared in the fog.

"Yeah, back at ya, Zecora! You and your... lame curse are the ones who better beware!" Dash countered.

"And you! Why couldn't you just listen to yer big sister?" Applejack turned her attention to Applebloom with a dissapointing tone.

"I...I..." Applebloom stuttered shamefully.

"Who knows what kind of nasty curse Zecora could have just put on you?" Applejack asked.

"Just like in my song! Evil enchantress! With the dances! With the trances!" Pinkie sunged parts of the song.

"You guys, there's no such thing as curses!" Twilight shouted in irritation.

"Well, that's interesting to hear coming from Miss Magic Pants herself." Dash said tapping Twilight's horn from the air.

"My magic, real magic, comes from within. It's a skill you're born with. Curses are artificial, fake magic. It's conjured with potions and incantations; all smoke and mirrors meant to scare. But curses have no real power; they're just an old pony tale." Twilight assured.

"Not to mention, myth." Zach added but he and Twilight widened their eyes in realization to see the others walking away already.

"Just you wait, Zach and Twilight. You're gonna learn that some pony tales really are true." Applejack assured and went to catch up with the others. Later that night ironically both Zach and Twilight have the same nightmare as they hear Pinkies song, Zecora's warnings, the taunting, and even Applejack's warining. The nightmare ends after hearing Zecora laughed wickedly. The two grumbled as they sleep and rolled around in their beds. The next morning they wake up groggily.

"Morning." Zach greeted.

"Good morning." Twilight responed and got up.

"Ugh... what a dream..." Twilight uttered tiredly.

"You too?" Zach asked.

"Yes. Curses, schmurses. Whoa! [chuckle] Maybe Zecora cursed my hair." Twilight joked after seeing her messy hair from her dresser mirror. She was ready to summon her hairbrush but strangely nothing is happening. She grunts effortlessly as she tries again but still nothing.

"What's wrong." Zach asked curiously.

"I... I don't know. For some reason, my magic won't work." Twilight said as she keeps trying to concentrate.

"Here, let me help." Zach offered and approached her while summoning his unicorn horn and used his magic to brush Twilight's mane. In his mind he never thought he had to do this with the pony he secretly loves. He actually enjoys straightening her hair.

"Maybe Zecora cursed your magic." Zach joked as he goes along brushing. Twilight giggled at the joke while enjoying the sensation of being brushed with her eyes closed. Zach then came to the front and base of her mane and finishes.

"There you go, all- [gasp]" Zach gasped in total shock and drops the brush as it makes a wood to wood sound. Twilight opens her eyes swiftly and turns her head to Zach.

"What? What's wrong?" Twilight asked worriedly. Zach slowly pointed at her forehead with a shocked expression on his face. Twilight looked up confusingly and turned to look at the mirror to find a very shocking image. She gasped in fear as she sees her horn completely ruined as it was not the stiff straight spire but a dangling blue spotted horn wobbling like rubber.

"Or she cursed my horn!" Twilight squealed in pure horror. Later after getting Spike up and explaining what's going on without panicking they frantically search the whole library for a cure book. So far though their search hasn't had much success.

"No no no no no! None of these books have a cure! Ugh! There has to be a real reason for this! An illness? An allergy?" Twilight pointed out the possibilities as she pokes her soft wiggley horn.

"A curse!" Spike mentioned.

"I said a real reason. Something that points to something real." Twilight said.

"Not mythy mumbo jumbo." Zach added to support the point.

"How about this one?" Spike suggested with a green book in his claws with a plant picture on the cover.

"'Supernaturals'? Spike, the word supernatural refers to things like ghosts and spirits and zombies, which are as make-believe as curses. This book is just a bunch of hooey!" Twilight said getting slightly annoyed.

"And we simply do not want to bring up this curse nonsense again." Zach assured.

"But what if you're wrong, guys? What if this really is a-" Spike was about to finished until he was interupted by another surprise.

"Ah pfurse!" A slightly familiar voice said. It was Pinkie with her tongue sticking out with blue spots similar to Twilight's horn on it.

"A purse? How could it be a purse?" Spike asked confusingly.

"Pinkie? What happened?" Twilight asked worriedly.

"Pee pah Zthecora! Sthe put a cursthe on me!" Pinkie spat unable to say the words correctly and getting Spike wet from her saliva.

"Hey, say it, don't spray it, Pinkie!" Spike said in annoyance as wipes himself off. Then in surprise they heard a thud and looked outside. It was Dash crashing at the window for some reason.

"[thud] Ow! [thud] Oh! She's [thud] trying to say-ow!- Zecora [thud]-oh!-[crash] she slapped us all with a-ow- curse!" Dash said as she finally flys through the door uncontrollably and crashes into the bookshelves and getting herself stuck in the ladder gaps.

"Oh my- this again?" Zach said as he slapped his hoof on his face getting very annoyed.

"I'm afraid I have to agree." Rarity came in with a unrecognizable appearance. Her hair from head to toe was completely outgrown. She blew out the hair from her face so she could see. Zach, Twilight, and Spike gasped in shock.

"I hate to say I told ya so, Zach and Twilight, but I told ya so!" a high pitched yet another familiar voice said. It was Applejack not in her regular grown size but shrunken on Applebloom's back in the size of a paperclip. The three gasped again at the sight.

"It's a curse, I tells ya!" Applejack said.

"But Fluttershy... seems just fine!" Twilight noticed as Fluttershy comes in.

"Yes, there doesn't seem to be a thing wrong with her." Rarity agreed.

"Fluttershy? Are you okay?" Twilight asked concernly but Fluttershy just looked away without responding.

"Is there something wrong with you?" Twilight asked again. Fluttershy just nodded without speaking.

"Would you care to tell us?" Twilight asked confusingly and got another unspoken answer.

"So... you're not gonna to tell us?" Twilight assumed and Fluttershy affirmed by another nod.

"Yes you're not, or yes you will?" Twilight asked again and Fluttershy shooked her head no.

"Good gravy, girl! What's wrong with you?" Applejack asked urgently with a stomp of her hoof but what's coming was probably the biggest surprise yet.

"I don't want to talk about it." Fluttershy said not in her sweet comforting shy voice but in a deep male like voice. Everypony widened their eyes with their mouths agaped in complete surprise. Spike started snorting and bursted out laughing unable to contain his laughter.

"This is hilarious! [Laughs] Look at all of you! We got: Hair-ity, Rainbow Crash, Spitty Pie, Apple-tini, Flutterguy, and... uh... I got nothin'... Twilight Sparkle. I mean seriously, I can't even work with that." Spike said rudley with his arms crossed. Zach was a little dissapointed at Spike's unmature name calling especially to Twilight and Fluttershy.

"[Sarcastic laughter] This is no joke, Spike. Now start looking for more books so I can find a cure!" Twilight ordered while Spike looks at Twilight's flopping horn and tries not to laugh at the sight. After hearing that though he complainingly groaned and started his search. Dash was then able to ger herself out of the ladder and laid on the floor dizzyingly.

"Wait, what about Zach? I don't see or hear a problem from him." Dash pointed out and everypony shifted their eyes at Zach.

"Yes, that's true. How come Zecora didn't cursed him?" Rarity asked.

"Heh, maybe because this isn't a curse?" Zach assumed with an annoyed smile signing how irritated he's getting.

"Or maybe because she knows what yer capable of and didn't want to anger you." Applejack guessed.

"[frustrated groan] Whatever you say." Zach said frustratedly as Dash struggles to keep her flight balance.

"I think we'll find a cure to this curse at Zecora's place!" Dash said.

"It's not a curse!" Twilight repeated herself again as Dash crashes at the wall again.

"I agree with Dash! We'll go to Zecora's and force her to remove this hex!" Applejack agreed.

"It's not a hex either!" Twilight argued frustratedly and the whole room except for Applebloom started arguing about if the curse is real or not.

"This is all my fault. If I hadn't followed Zecora in the first place, none of this would have happened. I just gotta fix this." Applebloom said with determination and made her way out the library. Applejack however did not lose her sight on her literally bigger sister this time.

"Now where does she think she's goin' this time?" Applejack said hopped her way into Applebloom's tail and hid in their just before they went out the door to find out what she's up to.

"You are all so stubborn to actually believe that a phony made up rumor of Zecora casting curses is trully unbelievable!" Zach snorted irritatedly.

"I don't care what you say, Zach and Twilight; it's time to pony up and confront Zecora. Come on, girls; are you with me?" Dash said with a commanding tone.

"Ah am-pft!" Pinkie meaning to say 'I'm in'.

"And I as well." agreed Rarity.

" Uh, I don't know. Seems awfully dangerous." Fluttershy said in her deep voice. Spike couldn't help but release a giggle only to get slapped in the back in the head by Zach which produced a shout in pain.

"How about you, Applejack?" Dash asked but didn't get an answer.

"Applejack?" Dash called again and looked at the table she was at.

"Pf-she's gone-pft!" Pinkie through her tounge spitting.

"Aah! Or somepony stepped on her!" Rarity fearly theorized and everyone around the room started looking under their hooves.

"... or sat on her?" Twilight made another thought and looked at her rump along with everyone else.

"Did any of us even sat down?" Zach questioned. Then another thought appeared in Dash's head.

"Rarity's hair!" Dash said and Pinkie started searching through Rarity's overgrown forest of hair.

"Oh! OH! Pinkie, what are you doing? Ah, really. Aah! You ever hear of personal space?" Rarity said uncomfortably.

"Nopthe." Pinkie said as she shook her head.

"Applebloom is gone too!" Twilight noticed.

"I bet they went after Zecora." Dash assumed.

"Well we better go find them. Come on girls, let's go." Zach ordered and they made their way out to find the two as Dash landed on the ground uncontrolably.

"Oh dear. This is so unseemly." Rarity complained unable to move. Pinkie then noticed she was standing on one of Rarity's overgrown hairs and quickly removed it making Rarity almost fall.

"Hey, a little help here?" Dash said as she drags upside down on the ground.

"Oopsie! Sorry." Fluttershy apologized and came over to help Dash up along with Pinkie. As they got her up Dash tried another flight attempt but crashes again just above the doorway making a yell in pain. As she gets off the wall she leaves an imprint of the upside down crash position she was in with her tongue sticking out and made a sheepish smile as she was able to get herself out.

"Uh... Spike? Are you coming?" Fluttershy asked.

"Nope! Uh... gotta stay her and look for a cure." Spike excused as he looks through each book again with the two leaving.

"[gasp] Twilight Flopple!" Spike said as he finally came up with a name to Twilight. Applebloom was rushing back into the forest to meet with Zecora so she could find something to put an end to this.

"Stop right there!" Applebloom heard a familiar high pitched voice and halted. She then feels something moving on top of her head. Applejack pops out of her mane.

"Turn around right now, missy!" Applejack ordered. Applebloom smirked and took her tiny big sisters size to her advantage.

"No." Applebloom simply denied.

"NO? You can't ignore a direct order from yer big sister!" Applejack said in disbelief. Applebloom flicked her head upwards and caught Applejack with her mouth and placed her on a tree branch.

"Hehehe. Sorry Applejack, but I'm the big sister now." Applebloom said with a sly smile and left.

"Applebloom, you come back here right this instant! I'M GONNA TELL BIG MACINTOSH ON YOU!" Applejack warned but didn't see her come back and she was left alone.

"Oh pony feathers." Applejack muttered. The others made it to the entrance of the Everfree Forest and made their search for their runaway farmers.

"C'mon girls. We've got to get to Zecora's. Hurry!" Twilight urged as they galloped through the forest. Rarity then accidentaly tripped on one of her hairs and got herself dirty.

"Easier said than done." Rarity noted and rushed to catch up with the others.

"Hey, wait for me!" Dash called out as she uncontrolably flys in different directions and eventually crashes into a tree. After grumbling in pain she feels something moving in her mouth and comes out Applejack.

"Rainbow! Thank Celestia! There's no time to lose! I need to get to Zecora's pronto! Giddyup pony!" Applejack urged as she puts a tree made harness on Dash's mouth and lays on her stomach.

"Ex-CUSE me?" Dash asked offendedly.

"YEEE-HAW!" Applejack cheered and kicked Dash on the side and somehow made Dash fly.

"What the..." Dash said confusingly unable to understand how she is able to do this. Dash then started flying the opposite direction.

"No Rainbow Dash. Other way." Applejack corrected and turned Dash the other way. Meanwhile with the ponies on the ground they come across a tree hut with ritual masks and bottles around it.

"Oh. I look horrible!" Rarity complained.

"Plis place plooks horrible!" Pinkie spat after lifting the hair in front of Rarity's face so she could see better.

"Oh my. That place really does look horrible." Rarity agreed and the gang slowly approaches the hut.

"Hey, where's Dash?" Zach whispered looking around.

"I don't know. She was with us moments ago." Rarity said and started worrying a little.

"We'll find her later, for now, let's see what's inside." Twilight said and everypony looked inside the glassless window. There were masks everywhere with potion viles on multiple shelves and candles lit for light.

"Nice decorations, if you like creepy!" Rarity noted at the scary decor. Then the back door suddenly opens to reveal the uncloaked zebra with a vase in her mouth. She has teal colored eyes, wears rings on her ears, left front leg, and multiple rings that outstretch her neck. She also has a cutie mark that shows a swirly circle with triangles on the outside of it. The group gasped and ducked out of sight. Zecora comes up to a bubbling cauldron and pours out some sort of potion product out of it. The group slowly peeked to see what she is doing. Zecora started chanting in some tribal language probably from where she came from.

"Sthe sthtole my sthong! Shthe shtole mm mm!" Pinkie spat angrily.

"She stole your song?" Rarity helped Pinkie.

"Oh Pinkie. Doesn't sound anything like your song." Twilight said. Pinkie then pondered on how to sing it. She then came up to Fluttershy on her knees. Pinkie gave out begging dog eyes to help her out. Fluttershy gave out and sighed knowing what she's begging for and gave herself to sing the song in a jazzy tune.

"She's an evil enchantress

She does evil dances

And if you look deep in her eyes

She'll put you in trances

Then what will she do?

She'll mix up an evil brew

Then she'll gobble you up

In a big tasty stew

Soooo... Watch out!" Fluttershy finished with boredom.

"You saw those terrible things. Now you believe us Zach and Twilight?" Rarity asked.

"Scary looking masks, confusing incantations, and a great big bubbling cauldron? [sigh] Everything is pointing to Zecora being... bad. Or... What if Zecora is just making soup?" Twilight thought. They looked to see Zecora taste a sample of her brew.

"Mmm! The perfect temperature for ponies, I presume. Now, where is that little Applebloom?" Zecora asked herself in rhyme.

"Or... What if she's making Apple Bloom soup?" Twilight finally giving herself up to the rumors along with Zach. Everypony looked at each other in fear and started screaming. Dash appeared in the sky screaming as well out of control while Applejack drives her.

"I'm comin' for ya, Applebloom!" Applejack yelled and the two barged in the back door. Zecora then started chanting in confusion as Dash makes a mess of the hut.

"Whoa there. Heel, Rainbow Crash." Applejack said trying to calm down continues to chant in her native language probably trying to say 'stop'. Then the others took action and barged in the front door.

"What have you done with Applebloom?" Twilight asked forcefully as they watched Dash trash the place.

"No! No!" Zecora shouted trying to tell Dash to stop. Applejack brought out her string sized lasso and threw at Zecora's ear and got on it struggling to fight her from up there but it appears to not have any effect as Zecora looks at her in confusion.

"Ponies! What is this you-" Zecora was about to ask until Dash flys in front of her and knocks over the cauldron and spills the liquid substance.

"No! You know not what you've do! You've gone and spilled my precious brew!" Zecora said in ryhme and fear.

"We're onto you Zecora. I didn't want to believe that you cursed us, but the evidence is overwhelming!" Twilight said angrily.

"You made me look ridiculous." Rarity pointed out.

"You made me sound ridiculous!" Fluttershy emphasized. Pinkie spat trying to say 'you made me speak ridiculous!'.

"You ruined my horn!" Twilight said showing her dangling horn.

"How dare you! You destroy my home, destroy my work. Then rudely accuse me of being a jerk?" Zecora said furiously.

"You put this curse on us, now you're gonna uncurse us." Dash threatened.

"It is unwise to venture down this road. Your actions will make my anger explode!" Zecora said angrily in her ryhming as everyone gasped in fear.

"Where is Apple Bloom?" Zach asked in a threatening tone and charged locking heads with her making eye contact with anger in each of them.

"Zecora! I think I found all the things ya asked for." Applebloom comes in with a saddle bag of things and noticed the mess with everyone in it.

"What in Ponyville is goin' on here?" Applebloom asked in confusion.

"[gasp] Applebloom! You're okay!" Applejack gasped in relief while still on Zecora's ear.

"Why wouldn't I be?" Applebloom asked curiously.

"Because Zecora is an evil enchantress who cursed us and was gonna cook you up into soup!" Twilight said quickly while sliding in front of Applebloom in a protective position. Zecora and Applebloom looked at eachother bewilderedly and smiled and laughed. The others were now in a state of confusion.

"Oh Twilight. Did those silly fillies finally get in yer head? You know there's no such thing as a curse." Applebloom said playfully.

"Applebloom, sweetie. You can't just stand there and tell me this isn't a curse." Twilight said gesturing her hoof to the others.

"This isn't a curse." Applebloom assured as she walks next to Zecora.

"Bu- but if this isn't a curse, then what is this, and how come there's nothing wrong with me?" Zach asked in total confusion.

"If you will remember back, the words I spoke were quite exact. 'Beware, beware you pony folk. Those leaves of blue are not a joke.'" Zecora recalls the warning back at the blue plant field after finding Applebloom.

"It was a warnin'. About that blue plant. It's called Poison Joke." Applebloom explained.

"That plant is much like poison oak. But its results are like a joke." Zecora said with a smile.

"What in the hay does that mean?" Applejack asked while on Zecora's head.

"It means this plant does not breed wrath. Instead this plant just wants a laugh." Zecora explained again still leaving Applejack clueless.

"...Will somepony please talk normal?" Applejack asked one of the others in annoyance.

"I think what she's saying is that when we ran in to save Apple Bloom, we ran into the poison joke. All our problems are just little jokes that played on us." Twilight said in understandment.

"LITTLE JOKES? Very funny." Applejak said thinking about her puny size.

"Ok, fine. But what about the cauldron?" Dash pointed out.

"And the chanting?" Fluttershy added.

"And the creepy decor?" Rarity also stepping in.

"Treasures of the native land where I am from. This one speaks 'hello', and this 'welcome'." Zecora answering Rarity's question as she points at two masks.

"Not welcoming at all, if you ask me." Rarity quoted as she looks at another mask with long vines on it almost representing her.

"The words I chanted were from olden times. Something you call a nursery rhyme." Zecora explains Fluttershy's question.

"But the cauldron... The Applebloom soup?" Twilight reminded.

"Lookie here Twilight. That pot of water wasn't for me, it was for all these herbal ingredients. The cure for poison joke is a simple all-natural remedy. You just gotta take a bubble bath!" Applebloom pointed at a book on a wooden stump as Twilight looks over at the ingredients.

"But I tried to find a cure in all my books and couldn't find anything. What book has this natural remedy?" Twilight asked curiously.

"Here is the book you see. Sad that you lack it in your library." Zecora closes the book to reveal a familiar sight. It was the same exact book Spike mentioned back at the library that Zach and Twilight refused to read.

"Actually, I do have this book, but I didn't look inside because the title was so... Weird. Supernaturals: Natural remedies and cure-alls that are simply super. I...I... I'm so sorry Zecora. I had the answer the whole time, if only I had bothered to look inside." Twilight said lowering her head in shame.

"[chuckle] Maybe next time you will take a second look, and not judge the cover of the book." Zecora joked as everyone lowered their heads in self dissapointement.

"And I also have the power to read minds, and yet I didn't take the responsibility to read your memories and thoughts. Some responsible pony I am." Zach said shamefully and lowered his head as well. Zecora came over and lifted his head with her hoof to make eye contact.

"Hey, do not fret. For I am not upset. I forgive all of you. For this is the start of a great friendship too." Zecora said kindly and everyone made warm smiles at her. Applebloom couldn't help but chuckle at what has happened.

"Wait, it still dosen't explain why there's nothing wrong with me." Zach mentioned. Zecora examined him and then notices his cutie mark and seems to recognize it.

"Ah, you're Zachary Lanson, the Element of Life, right? With such powers, your energy cells gives some sicknesses a good fight." Zecora explained and Zach smiled.

"But be warned, there are some sicknesses your energy can't withstand. Do not worry though, for if you do get such things, come to me as fast as you can." Zecora said and Zach turned his worry look into a thankful smile.

"What was it you said about 'pony tales being true'? You know, all that stuff." Zach asked with a sly smile at Applejack.

"[chuckles nervously] We can be wrong on several occasions." Applejack defended nervously.

"Zecora? Would you be kind enough to mix up another batch of the herbal bath?" Twilight asked politely.

"Mix it up I certainly will. Yet I am missing an herb from Ponyville." Zecora said.

"But whenever Zecora comes to town, all the shops are mysteriously closed." Applebloom mentioned.

"Oh, well... I think we can help you with that." Twilight happily offered.

"I'm also curious to know who would make up such a rumor in the first place." Zach pointed out.

"I know!" Rarity raised her hoof. The group made their way to Ponyville which was springing with life. As they walked through the streets of town some of the folks see the group approached along with Zecora.

"Look Rose! How awful!" a pink pony with a green mane and tail named Daisy pointed in horror.

"The wicked enchantress has cursed them all." a vanilla colored pony with red hair said who happens to be named Rose.

"The horror, the horror!" another pony said in fear and everyone in town started running for their homes and shops thus locking them up. Zach and Twilight approached the floral shop which Daisy ran into and knocked. Daisy cracks open the door to see.

"Daisy, we need to talk." Twilight said.

"We heard that you were the one that spreaded the Zecora curse rumor." Zach suggested. After a talk with Daisy who apologized to Zecora sincerely and vowed not to make up horrible gossip again and assured everyone in town that Zecora is good the infected girls went to the spa with the ingredients they got and mixed them up in a bath. Zach and Twilight also prepared another note for the princess.

"Dear Princess Celestia,

my friends and I all learned an important lesson this week: Never judge a book by its cover. Someone may look unusual, or funny, or scary. But you have to look past that and learn who they are inside. Real friends don't care what your "cover" is; It's the "contents" of a pony that count. And a good friend, like a good book, is something that will last forever." Twilight wrote.

"I've learned in life that you shouldn't make up gossip and rumors because that could be ruining others reputations, even if their appearance makes it look like it proceeds them. We also learned that you shouldn't believe such things because it also makes you look crazy too. Me and Twilight learned that the hard way. As Zecora, 'the Evil Enchantress' once said, 'You shouldn't cause trouble, for this makes other lives crumble'. Yeah, she speaks in ryhme.

Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach finished. Soon the mare were returning to normal. Twilight's horn was back to it's prime state, Rarity's hair was back to normal length, Dash was able to fly gracefully and controllably, and Pinkie was able to speak clearly again.

"Miss Zecora. I would love to get the recipe for this bath. It's simply luxurious!" one of the spa caretakers said. Zecora was about to say how honor she feels about the comment.

"Applejack! Hey. Where's Applejack?" Applebloom said in worry. Then the others started looking in the water in fear.

"I'm right here lil' sis. I ain't tiny no more!" Applejack called out not in her high pitched voice but back to her normal voice and size as well but her rump was stuck in a bucket.

"Yeah, but you're stuck." Zach said playfully.

"Ooh. I have never felt so lovely in all my life!" Rarity sighed delightfully.

"Oh my gosh! I've never realized how horrible it is not to be able to talk. I mean I love talking so much and when I couldn't talk 'cause my tongue was all 'ehhhh'. It was the worst! Don't you agree, Fluttershy?" Pinkie asked while Dash plugged her ears in mid sentence to cut off the annoying pink pony's blabbering.

"...Yes." Fluttershy simply answered not in her deep male voice but back in her sweet female voice. Everypony laughed in joy knowing everything turned out all right in the end.

On a beautiful day with the birds chirping and flying with the butterflies it was also a preperation day as well for the arrival of Princess Celestia meeting in Ponyville. Fluttershy was in charge of finding the best looking flowers around. She picks another good healthy looking flower in an open field and adds it to her collection in her basket on her back. She moves to another location while 'la'ing a melody. A squirrel comes over and tugs on Fluttershy's tail so it can show her a dandelion weed. Fluttershy notices and crouches down to eye level with it.

"Thank you little squirrel, but remember: these flowers are for Princess Celestia. Only the prettiest ones will do." Fluttershy kindly said and watches the wind blow off the small fluffy bits of the weed and droops down. The squirrel hid it behind it's back and rushed off. Fluttershy continued back up to a small hill with another basket of apples on a stump continuing to 'la' a melody. All of a sudden she heard a small chirp from a rock that moved and startled Fluttershy and moved behind the basket of apples dropping her basket of flowers she worked so hard to finding. She peeked out a little to see what it was. Small string sized legs appeared out of the rock to reveal a ball like insect with huge green eyes and insect wings on it's back and made a cute little chirp the same one Fluttershy heard.

"Hello little guy. I've never seen anything like you before." Fluttershy approached watching it fly near an apple and sniffed it.

"Oh, are you hungry?" Fluttershy asked and smashed the apple

"Here you go." Fluttershy kindly said and moved it to the insect. The insect then turned it's attention to the apple basket and without hesitation chomped down on the apples in just seconds.

"[gasp] I guess you were hungry." Fluttershy assumed and the creature came up and nuzzled her sweetly and tucked itself into Fluttershy's mane purring.

"You're the cutest thing ever. I can't wait to show you to my friends." Fluttershy said adoring the creature and leaves for town. Although she should've thought about how fast the creature ate those apples because even though it seems cute and friendly it can also be a dangerous threat to society.

-Main music plays-

Meanwhile at the library, Zach Lanson, Twilight Sparkle, and Spike also prepare for Princess Celestia's visit to Ponyville as they spruce up the place to make sure they look decent.

"Oh! Hurry up guys! This place isn't gonna clean itself." Twilight urged nervously as Zach and Spike clean up the books Twilight made a mess of.

"It also didn't mess itself up." Spike mentioned.

"Especially when it was her who started this mess." Zach added as he uses his unicorn magic to put away the books in their proper place.

"Princess Celestia will be here tomorrow!" Twilight reminded as she dusts each inch of the library.

"I thought this was just an unofficial casual visit." Spike thought.

"Yeah, you know, a teacher to student casual visit." Zach pointed out.

"There's nothing casual about a visit from royalty. I want this place to be spotless, and you've barely made a dent in the clutter." Twilight complained.

"Maybe you should, ugh, start reading them [groan] one at a time-wooah hoaw! Aw." Spike argued back as he tries to take a handfull of books to the upper shelves but accidentally falls off the ladder and landed on Zach's back. Twilight came over and dusted the two for some reason.

"Everything's gotta be perfect. No time for fooling around." Twilight said.

"You know, this would be an awful lot easier if there weren't three of us here, getting under each other's feet." Spike suggested.

"Great idea. You two clean, I'll go see how everyone else's preparations are coming." Twilight said as she gives the feather duster to Spike and makes her way out of the library.

"Or maybe we should... [groan]" Zach and Spike groaned irritatedly as Twilight shuts the door. Twilight trots in the Ponyville park looking at the trees with a smile on her face approving the hard worked decorations. There were ribbonsn, flowers, and bells tied on the trees that stack in rows by the park road. As she crosses a bridge which also was decorated working ponies continued their work on the other side either it be tying more ribbons on trees, raking, watering flowers, and putting up a banner which is suppose to say 'Welcome Princess Celestia'. Twilight however noticed that the 'I' and 'A' were cut off from the end of the fabric.

"What happened to the rest of her name?" Twilight asked curiously.

"We couldn't fit it all in." a yellow pony with an orange curly mane and tail said.

"You can't hang a banner that says "Welcome Princess Celest". Take it down and try again." Twilight ordered and rushed to inspect the next jobs leaving the two banner makers rolling their eyes. Twilight then came across a pony who is watering a flower bed.

"That looks perfect. Keep up the good work." Twilight commented and continued to town. She then comes across Sugarcube Corner where the Cakes are in charge of the baking goods.

"Hello Mr. and Mrs. Cake. How's the banquet coming?" Twilight asked.

"[sigh] It would be coming a little better if..." Mrs. Cake pointed at a table of finished sweets but seemed to have bite marks on each of them. Pinkie Pie comes out from behind the table and eats another cake like a pig and a crown lands on her head. A foamy frosting beard appears on her chin and licks it off.

"Pinkie! What are you doing? Those sweets are supposed to be for the princess." Twilight reminded urgently.

"Aaaaa... I know. That's why I'm tasting them. Somepony needs to make sure that everything is tasty enough to tosh th' royal thung, and I, Pinkie Pie, declare that these treats are fit for a king, or a queen, or a princess." Pinkie spoke in a royal accent and was about to eat another cake but Twilight glared at her and warned her not to eat it.

"Twilight, Pinkie, you won't believe... oh, I'm sorry. Uh, am I interrupting?" Fluttershy comes in bashfully.

"No, not at all. Come on in and make yourself at home. [slurp]" Pinkie ate the cake with her strangly long tongue and swallowed it in whole. Twilight gave her an unamused glare and in return gives a sheepish smile.

"What's going on, Fluttershy?" Pinkie asked.

"You won't believe what I found at the edge of the Everfree Forest. Come on out, little guy. It's okay." Fluttershy looked at her mane. Out comes the blue chirping insect from earlier but a bigger surprise comes as two more come out in different colors yellow and brown.

"Three?" Fluttershy questioned in surprise.

"They're amazing. What are they?" Twilight commented in wonder as she comes up to get closer to them.

"I'm not sure. I'm also not sure where these other two came from." Fluttershy admitted.

"I'll take one off your hooves. I've never seen anything so... adorable." Twilight said taking the yellow insect and nuzzling it with her cheek in her hooves adoring the cute sight. She then realized her actions and stopped with a blush in her cheeks.

"Besides, it'll be nice to have another companion for Spike so he won't bother me so much while I'm studying." Twilight said with an embarassed grin.

"Pinkie, do you want the other one?" Fluttershy offered.

"UGH! A parasprite? Are you kidding?" Pinkie said in a disgusted manner.

"Ugh?" Fluttershy questioned in surprise.

"A para-what?" Twilight asked again.

"How could you not like..." Fluttershy said in confusion.

"Now I gotta find a trombone." Pinkie said in frustration. Twilight and Fluttershy looked at each other in confusion.

"A what?" Twilight asked confusingly.

"A trombone, you know: [trombone imitation]" Pinkie imitated and acted the action of a trombone playing and left the bakery in a hurry.

"Ahhh, typical Pinkie." Twilight shook her head and looked at her new insect pet who gave out a cute chirp and smile. At Carousel Boutique Rarity prepares Rainbow Dash by dressing her in a 18th century like womans gown. Dash however was not in the mood to standing in one spot getting dressed on the ground.

"Stand still, Rainbow Dash." Rarity ordered with pins in her mouth as Dash impatiently trots in one place.

"Ugh, I caaan't, I need to fly. This is waaay too boring for me." Dash complained.

"Do you want to look nice for Princess Celestia or not?" Rarity reminded and Dash sat down obediently taking her point with an irritated look on her face. Twilight shows up looking at the finished attires Rarity made.

"Wow, Rarity, those outfits are gorgeous." Twilight complimented.

"[flattered laughter] Thank you Twilight. Nice to know someone appreciates my talents." Rarity said thankfully and Dash rolled her eyes knowing what she is talking about.

"Ugh, sooo boooring." Dash said stretching the bottom lids of her eyes to express her point. They then heard a chirp coming from Twilight and were curious to know what it was.

"Huh?" Rarity said looking at Twilight's mane.

"What's that sound, Twilight?" Dash asked flying above her. Twilight's insect pet comes out but something strange happens the same way back at the bakery. Two more sets of wings appeared on each side and out comes two more different colored insects.

"Wow, what are they?" Dash asked.

"The better question is, where did they come from? I only had one a minute ago." Twilight said apparently surprised as they are.

"Uh, I'll take one." Dash said and swiped one away cuddling it like a baby.

"Me too, oh, they're perfect." Rarity said in a adoring tone. Pinkie comes in unexpectedly and still does her random talking.

"Does anypony know where I can find an accordion?" Pinkie randomly asked and everyone ignores her while cooing at the cute little creatures like babies.

"Girls! Hello! This is important. Durgh! Thanks a lot." Pinkie growled frustratedly and storms off. Later that night Zach and Spike finally finished cleaning the interior of the library.

"It took us awhile but we manged to work ourselves to the bone and cleaned everything until it was sparkling clean." Zach said proudly.

"And you two did a marvelous job. I am truly grateful." Twilight complimented. Twilight's smile then turns into worry and it didn't take long for Zach to notice.

"Is something troubling you, Twilight?" Zach asked curiously.

"[sigh] I'm just not sure if everything is right. The decorations, the banquet, I really hope everything comes together in time for tomorrow." Twilight said worriedly. The two then noticed the two snoring baby's in Spike's bed snoring in unison. The two couldn't help but smile at the sight.

"Don't worry your little head about it, I'm sure everything will work out perfectly in the morning." Zach assured.

"Yeah, you're right. [yawn] What's there to worry about?" Twilight yawned tiredly.

"Why don't you get some sleep, I think I'm going to do some research on this... para-thing." Zach said.

"Alrighty then, just make sure you clean up your mess. Goodnight, Zach." Twilight said and tucked herself to bed.

"Goodnight, Twilight." Zach said back and went down to the library section. With his unicorn magic he levitates a book that was titled: 'Animals and a Variety of Others in Order'. Zach takes it to the desk and flips it open to find out more about their mysterious newcomer.

"Let's see, P,P,P,P. [moan] What was it Pinkie named it again? Honestly, I'll never understand that pony and her random words." Zach muttered quietly. As he flips open the pages he suddenly hears a gagging sound like someone was about to throw up. He turned his head quickly to see if anyone was behind him. He didn't see anything and shrugged his shoulders and returned his attention to the book. Seconds later he hears the same gagging sound and turns his head again. He looks up at Twilight and Spike to make sure their okay. There appears to be nothing wrong with either of them.

"Huh, must be hearing things." Zach mutters to himself and returns to the book. He tried to find the insects name and origin but was unsuccessful. His eye lids became heavy and couldn't stay up any longer. He let the weight of his head fall on the book and with a little bang which sounded like it hurt which it did to Zach but he didn't care. He was tired to the bone after working all day. The next morning Zach and Twilight heard multiple chirping noises and quickly opened their eyes and looked around to find an unexpected surprise. There were now hundreds of these insect creatures everywhere sleeping anywhere that has room for them. They were shocked and didn't know what was going on.

"Twilight!" Zach called out.

"I know! Spike! Wake up! What happened?" Twilight falls off her bed and gets to Spike who also has insects on his eyes and surrounded his bed.

"Huh? Whaaa! What's going on?" Spike wakes up in surprise and takes off the bugs from his eyes. The bugs all woke up and started flying around as Zach meets with them upstairs.

"Where did they come from?" Twilight asked in shock.

"The little guy got hungry in the night, so I gave him a snack, but... I have no idea where these others came from." Spike admitted and heard a crashing sound. The insects began making a mess by throwing books and scrolls out of their shelves and ruining the hard work Zach and Spike worked so hard at.

"Oh no! They're messing up all our hard work!" Spike noted as they watched the flying creatures make more of a mess of everything.

"The princess will be here in a few hours." Twilight remembered and she and Zach went downstairs to stop the mess. Spike notices one bug is carrying a scroll and he jumped at it but missed thus landing on the ground. Twilight gets her duster to swipe away the bugs while Zach uses his mind control power to get only a handfull of them. He maybe strong but he isn't strong enough to compare to his teacher who will soon be at Ponyville.

"Spike, help us round up these little guys." Twilight ordered.

"Ugh, what does it look like I'm doin'?" Spike asked as he struggles to hold on a basket of insects that he already got a hand on. He then loses his balance and drops the basket of bugs on himself. Twilight came over swiping the bugs away to see Spike and she had an unamused look on her face.

"I know, I know, 'stop fooling around'." Spike said rolling his eyes. Meanwhile high in the sky in Dash's house she is still sleeping peacefully and didn't care in the world when she'll wake up. Until her bug pet pops out of her cloud bed and waked her up. Things got even weirder until another popped out by her side then another then another until she was surrounded by these insects. They stick themselves onto her but she shakes them off. They came back on her and Dash screams in desperation and tries to fly away as they follow her. She shakes her arms at them gesturing to go away. They then sticked under arms like bats.

"Get off me!" Dash shakes them off her arms but they stick themselves on her again only this time on the head like a hat. Then they reattatched on her in the mid section of the body shaping like a bikini and a bra. Once again she shakes the off and they come back on her and shaped hilariously like a beard on her chin. She tried to shake them off again but they were stuck on her this time. She tried again but nothing. She screams and flys out of her house to try to hide somewhere else. At the boutique however Rarity started out smoothly as the multiplied creatures didn't startle her but rather delighted her to see that they were helping spruce up the place.

"Not only are you adorable, but you're also quite useful." Rarity complimented as she rubs the chin of one of her helpers and in return purred. The insect suddenly started gagging like it was ready to throw up.

"Oh! Are you okay?" Rarity asked worriedly just the moment the bug did throw up on her eye.

"Eewww." Rarity said disgustedly as he wipes off the gunk from her eye. Then the glob started moving and incredibly turned into one of those insects. Rarity discovered how they multiply.

"Aaah! Gross gross gross. No creature that behaves so revoltingly is allowed in my boutique." Rarity said disgustedly. Then the insect that was thrown up threw up another insect. Rarity screeched in horror and can't stand the sight. Later she was able to gather all of the bugs and loaded them into her saddle bags. Pinkie then shows up hopping to her boutique.

"Look Rarity, Applejack loaned me a harmonica. [plays harmonica] Isn't that great?" Pinkie said happily. One of the insects chirped trying to get out of the saddle bag but Rarity closes it just before it could happen.

"[gasp] And not a moment too soon." Pinkie notices.

"Ugh, Pinkie, I'm a little busy right now." Rarity said irritably.

"And I'm not? You know how many more instruments I gotta find? A lot, that's how many. Now if we split the list between us, we might just make it in time." Pinkie encouraged.

"Please, Pinkie, I don't have time for some silly scavenger hunt. I've got a real problem." Rarity shrugged Pinkie off frustratedly and walked to Fluttershy's cottage.

"You've got a real problem alright, and a banjo is the only answer." Pinkie randomly stated and zoomed off. Rarity rolled her eyes in annoyance and kept on walking. Zach and Twilight managed to get their handfull of insects as well and gasped as they bump into Rarity on the way. Rarity also gasped and notices their stuffed up bags and knows what's in them.

"I see we're having the same problem." Rarity stated.

"Get out!" a familiar voice shouted. It was Dash finally shaking off the insect beard from her chin and tried to fly away from them.

"Fluttershy knows everything about animals, I'm sure she can tell us how to stop them from multiplying." Twilight thought as the three ran to Fluttershy's cottage. They opened the door and to their total surprise thousands of these insects were pouring out like a waterfall.

"...or not." Twilight muttered. As they looked inside it appears Fluttershy was having a harder time than they are.

"Ugh, do something Fluttershy, can't you control them?" Twilight asked urgently as Fluttershy tries to stop the insects.

" I tried everything I know: I've tried begging, and pleading, and beseeching, and asking politely and..." Fluttershy said while she dodges the pans and pots the bugs were carrying.

"If we don't get these things under control, then..." Zach said as he and Twilight widened their eyes in horror thinking the possibilities these things can do. They think when Princess Celestia arrives at town before they stopped them then they could see her being taken away screaming in horror as they eat her down.

"If we can't get them under control before the princess arrives, it'll be a total disaster." Twilight finished. An insect comes near Rarity and coughs out another one.

"Ew! If you ask me it's already a total disaster." Rarity noted.

"Eeyuck. Now I know why Pinkie went all 'ugh' over them." Zach stated in disgust after seeing how they multiply.

"Here's all those apples you wanted, Fluttershy, but I still can't figure why y'need so many. HEY!" Applejack came over with a cart full of apples and was eaten in just seconds by the swarm of bugs.

"What do we do?" Fluttershy asked worriedly.

"[gasp] I got it! No pony can herd like Applejack." Twilight pointed out.

"Yeah! We can drive 'em back into the forest." Dash agreed.

"I'l rustle 'em up, but I need everypony's help to do it. Zach, you use your mind control power thingy to help gather them up. Twilight, you and Rarity wait over there. I'll herd the little critters straight at ya like a funnel. Rainbow Dash, you and Fluttershy stay on top of 'em, don't let 'em fly away." Applejack ordered.

"Aye aye." Dash saluted and flyed to the air with Fluttershy.

"Yeeeeeee-haw!" Applejack cheered and started cornering the insects with Zach, Twilight, and Rarity as Dash and Fluttershy corner them from the skies. They soon cornered them and rolled them up into a ball.

"Alright y'all, here goes nothin'." Applejack said and they roll the ball of bugs to the forest as Applejack keeps an eye on the runaways.

"Look out Rarity, that one's fixin' to get away. Keep a lean on 'em, Rainbow Dash. Hold on boy and girls, we're almost there." Applejack noted. Pinkie then appeared next to Twilight as they run.

"Pinkie!" Twilight noticed.

"Twilight, we don't have much time." Pinkie said.

"You're telling me? The princess could arrive at any moment." Twilight agreed.

"Exactly. That's why I need you gals to drop what you're doing and help me find some maracas."

"Maracas? Pinkie, we've got much bigger problems than missing maracas."

"[gasp] You're right! Getting a tuba has to be our number one goal. Follow me." Pinkie ordered and ran the other direction but Twilight ignored her order and kept her course. Pinkie came back running backwards which surprised Twilight.

"I said, follow me!" Pinkie repeated.

"Pinkie Pie, you are so random." Dash quoted annoyingly.

"And you are all so stubborn." Pinkie countered and ran the other way.

"Forget her ladies. Focus. Head 'em up and move 'em out." Applejack said and they all continued herding them into the forest. They then stopped yards away from the forest and the rolling ball insects let themselves into the Everfree Forest.

"Alright." Dash cheered and high fived Fluttershy's hooves with a loud clop.

"Ouch." Fluttershy said looking at her hooves.

"We did it. Nice work, Applejack." Twilight commented.

"Couldn't a'done it without y'all." Applejack admitted proudly.

"Now let's get back and clean the mess they made, before the princess arrives." Twilight said and they all headed back to Fluttershy's cottage.

"Okay, everyone knows what to do, right? We gotta work extra hard to make up for lost time." Twilight said.

"Hey, with those things gone, we still got plenty of time to clean up before she arrives." Zach assured. But the worst was yet to come as Fluttershy opens her door another large swarm of insects comes out flocking the whole place.

"Where did they come from?" Twilight asked in shock.

"Uh, I may have kept just one. Heh." Fluttershy chuckled and smiled sheepishly after showing her hidden bug.

"And after ALL that work!" Zach yelled in frustration as he and the others gave her threatening glares.

"I couldn't help myself. They're just so cute." Fluttershy admitted sheepishly.

"We don't have time to keep rounding up these things. What do we do now?" Twilight asked as the group try to come up with a plan.

"We call in the weather patrol." Dash said with goggles around her neck and took for the skies again. She looks down to see the others try to round up the things as much as they could.

"Time to take out the adorable trash. YAAAAAA!" Dash shouted loudly while pounding on her chest like an ape. She then spins around the whole yard as fast as she could and formed a twister which sucks all of them in. Twilight holds on to Applejack while holding on for dear life while Zach holds on to Rarity.

"Way to go, Rainbow Dash!" Twilight cheered.

"Looks like our problems are solved." Applejack said.

"They will be with these cymbals." Pinkie said with a pair of banging symbols around her neck. But the wind was too strong that it ripped off the rope and the symbols became flying threats.

"Hey! Give me those back!" Pinkie shouted and the symbols started flying into the twister trying to cut Dash into ribbons while she dodges them.

"Whoa. Yaa! Yow! Woah! Wow! I can't hold it! She's breaking up." Dash shouted out and started flying out of the twister but Zach caught her before she could crash into a tree. As the twister ended the insects started flying into town.

"Oh no." Zach muttered.

"Pinkie Pie, what have you done?" Twilight shouted angrily as she and the others glare at her.

"I've lost a brand new pair of cymbals, that's what I've done." Pinkie yelled back.

"Will you forget about your silly instruments for one second? You're ruining our efforts to save Ponyville." Twilight said frustratedly.

"Me? Ruin? I'm not the ruiner, I'm the ruinee! Or is it ruiness? Ruinette?" Pinkie began going off topic.

"Come on guys, there's no reasoning with that one. She's a few apples short of a bushel." Applejack said and they all rushed for Ponyville.

"Hey! I'm trying to tell you all that the ruining is on the other hoof. If you just slow down and listen to me!" Pinkie shouted angrily. At Ponyville the insects started raining down on town and everypony looks up in awe. One lands on another pony's hoof and chirped making the pony adore the creature unaware on how dangerous it can actually be. Soon the the bug instantly went for the food on the table and ate it in one bite showing the pony's what they're capable of. Soon they began eating gardens and every food product they can find. The group can just stand and watch as they devour each and every last crop.

"What do we do? They're eating all the food in town." Fluttershy said in worry.

"And if this keeps up, then maybe all of Equestria will be doomed." Zach added in horror.

"[gasp] My apples!" Applejack gasped in horror and quickly rushed for her barn.

"We've gotta do something. I got it! I'll cast a spell to make them stop eating all the food." Twilight said.

"Will it work?" Zach asked just as Pinkie appears behind them but ignore what she has to say.

"I'm not sure, but hope it does." Twilight said and prepares her spell and sends waves of energy from her horn and spreads all around town as the insects halt their actions. Pinkie then appears behind the group but they ignore what she has to say.

"Look, tamborines! If you can all just... [scream]" Pinkie growled in frustration and ran off. A lone bug comes up to an apple in a basket and sniffed it. Twilight gasped tensly hoping her spell worked. Then the insect refused to eat it and Twilight sighed in relief thinking it is finally over. But it was far from over as the insect ate the whole basket but spat out the apple. The swarm of insects began eating mass objects either it be signs, lamp posts, or even food carts. An apple rolls near Dash realizing things got worse.

"Heh. Hey, it worked. They're not eating the food anymore." Dash quoted as Twilight gave out a sheepish smile.

"Hey, that's a mistake she won't make again." Zach defended Twilight.

"Oh no... if they get inside my store... Everypony for themselves!" Rarity shrieked in horror and runs to her boutique. As she got there the bugs have already began devouring her precious attires.

"My outfits! Go on, shoo! Get out of here. Naughty! Naughty!" Rarity urged one of the insects to go as it threw up another one and she starts backing away in fear unable to figure out what to do. She gets on a small chair and all she could do was scream in desperation.

"I'll save you!" Pinkie said appearing in the front door posing like a superhero. Rarity actually felt relived she was there but sees she runs from her to get a flute from one of her desks and runs out. Rarity shrieks in horror losing hope. Meanwhile at Sweet Apple Acres the Apple family were preparing themselves for the swarm of insects that were about to come.

"No woodland creature is gonna eat the Apple Family's crop." Applejack assured as the swarm approaches their territory.

"Brace yourself y'all, here they come." Applejack said and got out a bug spray while the others got out farming equipment as weapons. To their surprise the bugs ignored the orchard and chopped down the barn until it was nothing but a skeleton of wood and crumbles down.

" [gasp] Didn't see that one comin'." Applejack admitted as she and others stare in disbelief. At the library in town Zach and Twilight couldn't help but watch as their home gets destroyed by the swarm of beasts.

"Help!" Spike called out while hiding under a basket for protection. Zach and Twilight then noticed that the pages on each of the books are blank.

"[gasp] They're eating the words." Twilight pointed out seeing the bugs lick out or even slurp the words out of the books.

"[groan] Quick, grab one of them, I have an idea. We're going to meet someone in the forest." Zach ordered.

"Way ahead of ya." Twilight said and grabbed one of the bugs by the wings and and ran out the door leaving Spike to fend for himself again.

"Help..." Spike said again. Zach and Twilight were on their way to Zecora's hut to see if she has anyway of helping them. Zecora was meditating while balancing her head on a pole.

"Zecora!" Zach called out as he and Twilight forced the door open thus startling Zecora to lose her balance and fall of her pole with a thud.

"Have you gone mad?" Zecora asked slightly annoyed while rubbing her head.

"Sorry about that, but we have a problem." Zach explained as Twilight spat out the bug from her mouth.

"Zecora, these little guys are devouring Ponyville, and the princess is on her way. Can you help us, please?" Twilight begged as the insect flys onto Zecora's nose.

"Oh, monster of so little size. Is that a parasprite before my eyes?" Zecora said looking at the bug on her nose.

"I don't know! Is it?" Twilight asked as the bug leaves Zecora.

"Tales of crops and harvests consumed. If these creatures are in Ponyville... you're doomed." Zecora assured while the so called parasprite which Pinkie appears to be right about the name a day ago mulitplied another out of it's mouth.

"Gee, thanks." Zach thanked sarcastically as Twilight gulped in fear. As they exit the forest the parasprites follow them not leaving them alone.

"Go away!" Zach shouted annoyingly as he and Twilight used their tails to whip them away. Then Twilight sees something approach from Canterlot.

"Oh no, here she comes." Twilight pointed up as they see the princess ride her carriage to town. Zach and Twilight rushed to town to see the whole place going to chaos as the citezens panic in fear from the town eating beasts. Twilight then lost it making up an impossible plan.

"Okay, here's the plan. Rainbow Dash, you distract them." Twilight ordered. Dash flys by screaming from the parasprites that are chasing her.

"Good. Everyone else, we need to build an exact copy of Ponyville right over there. We've got less than a minute." Twilight said.

"Do we even have that time?" Zach asked as he watches the town gets destroyed.

"Zecora was right, we're doomed." Twilight accepted in defeat as she lowers her head in shame. Zach was about to comfort her until a nice but horrifying sound appears. It sounded like royal trumpets announcing the arrival of royalty.

"Oh no, the princess's procession is here. It's all over." Twilight said in fear. But to make yet another surprise the music changes into a different tune with more added instruments and in the streets it wasn't the princess approaching it was Pinkie playing the instruments she got her hooves on and rambled about all day.

"Pinkie Pie?" Zach muttered in denial as Twilight rubbed her eyes to see if her vision was correct. Pinkie was marching with a variety of instruments on her back like a tuba, accordian, harmonica, banjo, and cymbals on her legs playing them all in a one-pony-band version.

"Pinkie? We're in the middle of a crisis here. This is no time for your-" Twilight was getting a little irritated at Pinkie as she passes by. Zach then noticed something strange in the sky and grabbed Twilight's head and turned it to the sky staring in disbelief.

"Nonsense?" Twilight finished as she couldn't believe what she was seeing. The parasprites were getting into the beat and followed Pinkie bouncing on the ground in a single file line like the little balls they are. The other four were also there to watch in denial unsure how Pinkie was doing this. Zach and Twilight lifted their hooves up in confusion and followed Pinkie and the parasprites from the back.

"We should probably start on our apology to Pinkie, huh?" Zach asked shamefully.

"I suppose so. Look." Twilight said and pointed in the distance. Princess Celestia was landing yards away from them and Zach, Twilight and the others rushed to her while Pinkie leads the parasprites to the Everfree Forest. The carriage stopped in front of the group as they bowed to the royal presence.

"Zachary Lanson and Twilight Sparkle, my prized pupils." Princess Celestia greeted graciously.

"Hello, princess." Twilight greeted back.

"So lovely to see you again, as well as your friends." Celestia added as the others gave out their best smiles. Then they heard Pinkie marching by with the parasprites marching behind her. Everyone's smile became a sheepish look as they were embarassed to come up with an excuse. Celestia watched as one by one each bouncing parasprite passes by.

"We can explain." Zach said sheepishly.

"So... how's the trip? Get much traffic?" Twilight asked also in a sheepish tone as Celestia continues to watch the march.

"What traffic?" Zach asked looking up to find nothing up in the sky.

"Ah, what is this?" Celestia asked confusingly until a parasprite landed on her wing changing her attention to it. She extended her wing to see the chirping bug and changed her expression into a joyful smile.

"Oh ho ho, these creatures are adorable." Celestia chuckled.

"They're not that adorable." Dash muttered and sticked out her tongue to emphasize her point.

"Not to mention dangerous." Zach added.

"I'm terribly honored that you and the good citizens of Ponyville have organized a parade in honor of my visit." Celestia thanked.

"Parade? Oh. Yes, the parade." Twilight said quickly going along with Celestia's thought.

"Unfortunately, that visit is going to have to wait for another time. I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of infestation." Celestia explained.

"An... infestation?" Twilight asked in shock.

"What... kind of infestation?" Zach asked uneasly.

"Yes, a swarm of incredibly bothersome creatures has invaded the poor town. I'm sorry Zach and Twilight, to have to put you all through so much trouble." Celestia apologized.

"Trouble? What trouble?" Twilight asked also in an uneasy tone.

"Yeah, it wasn't much trouble at all." Zach assured uncomfortably.

"Is... there something you're hiding from me?" Celestia asked curiously.

"No, of course not. We assure you we have nothing to hide." Zach said assuringly.

"Well, if that's the case, then I'll be on my way. But before I have to go, would you two care to give me your latest report on the magic of friendship in person?" Celestia asked as she steps back on to her carriage.

"Our... report?" Zach and Twilight questioned in unison.

"Haven't you two learned anything about friendship?" Celestia asked. Zach and Twilight looked at Pinkie who was still playing her polka in one place as the bouncing march of parasprites make their way into the forest. The two looked at each other with smiles on their faces and nodded in agreement.

"Actually, we have. We've learned that sometimes the solution to your problems can come from where you least expect it. It's a good idea to stop and listen to your friends' opinions and perspectives-" a cymbal clash occured just when Twilight was about end their report.

"Even when they don't always seem to make sense." Twilight finished.

"Like Pinkie Pie for example." Zach added.

"I'm so proud of you, Zachary Lanson and Twilight Sparkle, and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other." Celestia said gracefully.

"Thank you, princess." Twilight thanked just as Celestia left on her carriage for the skies again.

"And good luck!" Zach mentioned as she took off. The group came up to Pinkie who stopped playing her instruments as the last of the parasprites entered the forest from once they came.

"Hey, what happened to the princess?" Pinkie asked.

"Emergency in Fillydelphia." Twilight explained.

"Some sort of infestation." Dash added with a sly smile.

"Oh no! Have they got parasprites too? Well, have tuba, will travel." Pinkie quoted as she blew on her tuba.

"I think the princess can handle it." Twilight assured.

"So you knew what those critters were all along, huh Pinkie Pie?" Applejack asked.

"Well DUH, why do you think I was so frantic to get my hooves on all these instruments? I tried to tell you." Pinkie reminded.

"We know Pinkie Pie, and we're sorry we didn't listen." Twilight apologized as well as the others.

"You're a great friend, even if we don't always understand you." Twilight admitted.

"Thanks guys, you're all great friends too, even when I don't understand me." Pinkie agreed also admitting with Twilight.

"You saved me and Zach's reputation with Princess Celestia, and more importantly, you saved Ponyville." Twilight cheered.

"Uh, about that..." Zach said sheepishly as he pointed at town. The place was nearly wrecked into pieces as the building were nearly standing without most of their work and ruined a lot of good products.

"Or not." Twilight corrected.

"Well, we better start cleaning up and... [sigh] rebuilding." Zach muttered tiredly. Pinkie then came up blowing on a trombone in a 'oh well' tune.

"PINKIE!" Zach shouted irritatedly. At least the crisis is all over and they can schedule a more safer casual visit from Princess Celestia.

On a calm peaceful evening Zach Lanson, Twilight Sparkle, and their assistant Spike slept in the night as the crickets chirp.

"[gasp] Zach, Spike, wake up. Wake up, wake up, it's Winter Wrap Up day!" Twilight woke up excitingly and shook the two awake.

"Huh? Mommy?" Spike muttered groggily as he turned to see Twilight in his face.

"Winter Wrap Up!" Twilight repeated and rushed downstairs.

"You're not mommy." Spike muttered and went back to sleep.

"Spike, the first day of spring is tomorrow, so every pony in Ponyville needs to clean up winter. Now help me get ready." Twilight ordered as she hops into her winter boots after fixing a crooked picture.

"Clean up winter? Who cleans up winter? Don't they just use magic to change the seasons like they do in Canterlot?" Spike asked.

"No Spike, Ponyville was started by Earth ponies, so for hundreds of years they've never used magic to clean up winter. It's traditional." Twilight explained as she struggles to put on a saddle coat but lazily falls to the floor as she sighs tiredly.

"Here, let me try." Zach offered as he helps put back on the saddle and starts tying it better.

"It's ridiculous. No magic... Fuh." Spike mumbled in his bed.

"[grunt] There, you're all set." Zach confirmed as he tightens the coat and Twilight grabs her scarf.

"Thank you. Okay, let's see: scarf, check; saddle, check; boots, check; Spike refusing to get up and going back to sleep, check. It's a good thing I'm so organized, I'm ready. Bright and early." Twilight said as she opens the door hoping to see the town preparing to clean up but sees it's still night time with nopony to be seen.

"Oh... maybe a little too early." Twilight said sheepishly.

"You think?" Zach asked playfully.

-Main music plays-

A couple hours later it was morning and nearly the whole town gathered at town square to hear what the mayor has to say. Zach, Twilight, and Spike rush to the town hall to see what she will announce. There were earth, unicorn, and pegasi wearing different colored vests in the distance.

"Those must be the team vests Rarity designed. Blue for the weather team, green for the plant team, and tan for the animal team. I wonder which team vest I'll be wearing." Twilight said.

"You sure have a good eye when it comes to appearances." Zach complimented.

"I'll take a blue vest, same color as my blanket, which I think I hear calling my name. 'Spike! Spike! Come to bed!' Ugh, it's too early." Spike moaned.

"Stop being a lazy reptile." Zach ordered as they joined the crowd just as the mayor begins her speech.

"Thank you everypony, for being here bright and early. We need every single pony's help to wrap up winter, and bring in spring." the mayor thanked and the crowd cheers as Twilight hops to see better from behind the crowd. All of a sudden she feels like being lifted from the ground which she was with a pure white glow surrounding her. She sees Zach in his unicorn form levitating her also giving her a wink. Twilight gave a thankful smile and returned her attention to the mayor.

"Now, all of you have your vests, and have been assigned to your teams, so let's do even better than last year, and have the quickest Winter Wrap Up ever!" the mayor encouraged and the audience gives another cheer.

"Oh, this is so exciting." Twilight said joyfully.

"Alright everypony, find your team leader, and let's get galloping!" the mayor announced and the crowd began going to their selected groups to get started except for Zach and Twilight who didn't have a role.

"Oh gosh, where should I go? I'm not sure where I fit in. What exactly does everypony do?" Twilight asked herself and everypony began singing a song.

---

[Rainbow Dash]

Three months of winter coolness

And awesome holidays

---

[Pinkie Pie]

We've kept our hoovsies warm at home

Time off from work to play

---

[Applejack]

But the food we've stored is runnin' out

And we can't grow in this cold

---

[Rarity]

And even though I love my boots

This fashion's getting old

---

[Twilight Sparkle]

The time has come to welcome spring

And all things warm and green

---

[Zach Lanson]

But it's also time to say goodbye

It's winter we must clean

---

[Twilight Sparkle]

How can I help? I'm new, you see

What does everypony do?

How do I fit in without magic?

I haven't got a clue!

---

[Choir]

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

---

[Applejack]

'Cause tomorrow spring–

---

[Rainbow Dash]

–is here!

---

[Choir]

'Cause tomorrow spring is here!

---

[Rainbow Dash]

Bringing home the southern birds

A pegasus' job begins

And clearing all the gloomy skies

To let the sunshine in

We move the clouds

And we melt the white snow

---

[Rainbow Dash and Pinkie Pie]

When the sun comes up

Its warmth and beauty will glow!

---

[Choir]

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!'

Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

'Cause tomorrow spring is here!

---

[Rarity]

Little critters hibernate

Under the snow and ice

---

[Fluttershy]

We wake up all their sleepy heads

So quietly and nice

---

[Rarity]

We help them gather up their food

Fix their homes below

---

[Fluttershy]

We welcome back the southern birds

---

[Fluttershy and Rarity]

So their families can grow!

---

[Choir]

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

'Cause tomorrow spring is here!

---

[Applejack]

No easy task to clear the ground

Plant our tiny seeds

With proper care and sunshine

Everyone it feeds

Apples, carrots, celery stalks

Colorful flowers too

We must work so very hard

---

[Applejack and Choir]

It's just so much to do!

---

[Choir]

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

---

[Pinkie Pie]

'Cause tomorrow spring is here

---

[Choir]

'Cause tomorrow spring is here!

---

[Twilight Sparkle]

Now that I know what they all do

I have to find my place

And help with all of my heart

Tough task ahead I face

How will I do without my magic

Help the Earth pony way

I wanna belong so I must

---

[Zach Lanson and Twilight Sparkle]

Do my best today,

Do my best today!

---

[Choir]

Winter Wrap Up! Winter Wrap Up!

Let's finish our holiday cheer

Winter Wrap Up! Winter Wrap Up!

'Cause tomorrow spring is here

Winter Wrap Up! Winter Wrap Up!

---

[Zach Lanson and Twilight Sparkle]

'Cause tomorrow spring is here

'Cause tomorrow spring is here

'Cause tomorrow spring is here!"

---

"Everypony belongs to a team. What should we do? Where should we go?" Twilight asked herself.

"Well, we should start searching to find out instead of hoping for it." Zach advised.

"You're right. It's not like an idea won't just fly by and-" Twilight said with optimism until a stray of wind caused by something swooshing by them appeared.

"Alright team, you're clear for takeoff." it was Rainbow Dash giving the green light to a group of pegasi who flew off to retrieve the birds who flew south for the winter.

"Rainbow Dash!" Twilight called out.

"Oh, hey Zach and Twilight, what's up?" Dash asked.

"Good. Nothing much." Zach answered.

"What are you doing?" Twilight asked the same question.

"Sending off one of my flight crews to retrieve the birds that have flown south for the winter." Dash explained.

"Oh, can I help? How about if I help clear out the clouds?" Twilight said forgetting her own kind of pony species.

"Um..." Dash muttered and flapped her wings to remind her of what she needed in order to do the job.

"Right. No wings." Twilight remembered sadly.

"Sorry Twilight." Dash said and flew off to meet with the other pegasi.

"[moan] Great, now what do we do? Hey Zach, why don't you join the weather team? You can do the job you know." Twilight mentioned.

"Just because I can become a pegasus, doesn't mean I always like to be one. Besides, I'd rather keep my hooves on the safe ground than in the high air." Zach said bending the truth a little so he doesn't show his true feelings for her.

"Suit yourself, any ideas, Spike?" Twilight turned her attention to Spike.

"I don't know about you two, but I'm gonna be nappin'. [snore]" Spike said as he laid down in a bush and fell asleep.

"Come on Spike, this is serious business. Winter needs to be wrapped up, and I'm determined to do my part. Somehow." Twilight sighed. Soon Zach gave the idea of meeting Rarity who was building bird nests for when the birds return to live in their new homes. They arrived just outside of Rarity's boutique who just finished constructing one perfectly built bird nest with a bow tie on it. Quote she was also wearing a tan vest with a bunny patch on the back of it near her cutie mark which represents her position in the animal team.

"Rarity, please tell me there's something, anything I can help you with." Twilight begged.

"Well, how would you like to help create Ponyville's finest birds' nests?" Rarity offered.

"Birds' nests?" Twilight asked confusingly.

"Why yes. When the weather team guides the birds back north for the spring, they'll need a place to live and lay their eggs." Rarity explained showing her nest for example.

"Wow Rarity, that one's really beautiful." Twilight complimented noticing her neatly construted nest.

"Yeah, not too shabby for someone with hooves." Zach agreed while looking at his hooves in confusion wondering how Rarity was able to do it without any fingers or claws like birds.

"Oh why, thank you most sincerely. Would you like to try your hoof at a nest?" Rarity asked.

"Would I? Yes! Where do I begin?" Twilight asked excitingly looking around.

"Okay. Now... uh, take some of that straw and hay over there, and a little bit of branch." Rarity instructed as she lays out in a organized order of straw, hay, ribbon, and twigs as supplies to to build a nest in front of Twilight.

"Now, weave them through there, yes. Uh, take some ribbon, yes, oh uh, n... not there, oooh, yes, uh, tuck it in over there, uh but be careful not to... I don't know I guess that would do... oh dear." Rarity tried to instruct but only sees Twilight doing it wrong. The outcome of Twilight's nest was not to great as it was slumped down and looked extremely sloppy.

"There! It looks just like... yours. Oh my." Twilight muttered in dissapointment after seeing her result.

"That nest needs to be condemned." Spike pointed out only to get a slap in the back in the head by Zach.

"Ow!" Spike shouted rubbing his head from the small pain.

"Oh, Spa-ha-hike, it's not so bad, ah, maybe birds can use it as a..." Rarity tried to think of an improvised name.

"An outhouse?" Spike suggested only to get a threatening growl from Zach who in return gave him a sheepish smile.

"Spike. It's just fine. It's just a little rough around the edges. Let me lend you a hoof. Let's just untie this ribbon, and let me take out these sticks here, we'll shave this, [mumbling]" Rarity mumbled as she pulls apart the sloppy nest Twilight worked on and lost her focus on the three.

"I think we lost her." Spike whispered as Twilight walked away with her head down in shame. Zach follows along with Spike wishing he could do something to make her feel better but to do that is to find her the right job for the right team. The three then came along a lake where Pinkie Pie is skating on to cut the ice into small pieces so it can melt faster.

"Helooooooo Zach and Twilight! Wheeeeeeee!" Pinkie shouted gleefully after doing a spin while skating.

"Wow Pinkie Pie, you're quite the skater. Probably the best skater I've ever seen." Twilight complimented while coming down near the lake.

"Thanks Twilight, I've been doing this since I was an itty-bitty little-wittle Twinkie-Pinkie. Just comes natural. Which is probably why they designated me the lake scorer. I cut lines in the lakes with my skates. That way, when the rest of the weather team comes here to break the ice, it'll be easy as pie." Pinkie punned as she explains and demonstrates her job.

"How clever. When the thick ice begins to melt, it'll break along the lines. Well you sure have a lot of work ahead of you, there's quite a few lakes in Ponyville." Twilight pointed out.

"Ha, tell me about it. Hey, Zach, Twilight, wanna help me out?" Pinkie offered.

"Would I?" Twilight asked again excitingly.

"Sure, why not. I had my share of ice skating when I was little. It shouldn't be too hard with four legs this time, hopefully." Zach joined.

"Come on, put on those skates over there. I bet you'll be a natural too." Pinkie assured.

"Okay." Twilight understood and got in her four skates and entered the frozen lake but was nearly keeping her balance with her legs shaking to stand up. Zach got the hang of it with Pinkie but sees Twilight having diffuculty.

"Uh... maybe on second thought." Twilight thought before hitting her face on the ice.

"Oh, are you okay?" Zach asked concernly.

"What are you talking about? You said you wanted to be helpful. Now get out there." Spike reminded as he pushes Twilight further into the lake.

"Spike, no!" Zach warned but it was too late as Twilight skates out of control into the ice.

"Oh no, whoa, wow..." Twilight screamed as she struggles to take control and Spike puts his claws onto his mouth to keep from giggling. Zach tried to grab ahold of Twilight but finds himself falling to the ice.

"Twilight, steer! Steer!" Pinkie urged as Twilight screams skating out of control right at her.

"Oh boy..." Pinkie said trying to get away but was already hit by Twilight as both slid to land screaming and hits Spike in the process before crashing. Three sets of eyeballs peer out of a three ball layered snowman with Twilight and Pinkie's hooves poking out on the bottom and middle layers and Spike's ears and scales on top. Zach skates over and takes off his skates and lands on the snow to expect.

"Goodness, are you all okay?" Zach asked. They all shake the snow off them and Pinkie blips in the process.

"Ha ha, you are a natural, Twilight. A natural disaster. [laughter]" Spike laughed only to get another slap in the back of the head by Zach.

"Ow!" Spike shouted again rubbing his head and glaring at Zach who glares back.

"Twilight, you did a great job your first time around. I'm sure my first time was just as wobbly and bobbly and crasheriffic as yours." Pinkie assured.

"Really?" Twilight asked happily.

"No." Pinkie admitted. Spike made a chuckle but got a growl from Zach after seeing Twilight lower her head.

"But did I make you feel better?" Pinkie asked.

"Mm-hmm, yeah, I guess." Twilight said embarrassingly.

"I think you'll be super awesome at something that keeps your hoofs on the ground. I know, Fluttershy could probably use your help with the critters." Pinkie mentioned.

"Well... I'm pretty good with little animals. Yeah, I'll go help her." Twilight said sliding down the ice.

"Uh... it's, ah, that a-way." Pinkie pointed the opposite direction and Twilight quickly turned only to crash a second time in the snow. Spike made another chuckle and Zach was getting irritated at him.

"Spike, I swear." Zach said gritting his teeth and Spike gave him a sheepish smile. Soon they come across a field of burrows and holes which are homes to the variety of animals that hibernated during the winter. They then heard bells ringing from nearby. It was Fluttershy ringing a bell in a burrow in the ground.

"Wake up little sleepy heads. Hope you had some wonderful dreams and restful hibernation, but it's time to get up now, spring is coming." Fluttershy talked into the hole kindly. Out came yawning and stretching hedgehogs who just woken up from their 3 months of sleeping.

"Awww, how cute." Twilight cooed as the animals walk away.

"Aren't they? This is my favorite task the whole season, when I get to see all my little animal friends again." Fluttershy said.

"Uh, what's 'hibernation'?" Spike asked.

"It's like a long sleep." Fluttershy simply answered.

"Long sleep?" Spike repeated.

"Yes. [bell rings] Wake up little porcupines. Animals often hibernate through the winter to save their energy and eat less food." Fluttershy explained.

"I definitely like the idea of hibernation, uh, except for the "eat less food" part." Spike said just as two porcupines come out yawning. Then one of them reached out his arms for a hug to the other which the second happily obliged. But as they hugged they quickly pulled away after getting poked by each others quill.

"Oh, would you just look at all these warrens and dens, I'm worried that I won't be able to wake up every animal before spring comes." Fluttershy predicted.

"Well, we'll help, Fluttershy." Twilight offered.

"You will? Oh, that would be wonderful." Fluttershy said happily and gives them a bell.

"Okay, let's start there." Twilight pointed down the hill.

"Are you sure? Because-" Zach was about to explain something until Twilight cut him off.

"Yes, I'm sure, now come on." Twilight urged as she makes her way down the hill.

"If you say so." Zach said and followed. As they made it to the burrow Twilight slightly puts her head in it and rings the bell.

"Hello? Wake up little friends, wherever you are. Spring is coming." Twilight said quitely and happily as she rings again and comes out awaiting her animal wakers.

"I wonder which cute little furry creatures I've awoken." Twillight wondered excitingly.

"Well, that's the thing, they're not furry." Zach assured.

"What do you mean? If I didn't wake up furred animals, then what are they?" Twilight asked curiously.

"I tried to explained it to you earlier, but they're..." Zach was about to explain until yawn hissing scaly snakes pop out. Apparently Twilight was frightened of snakes as she backs away quickly in fear

"Waaa! Snakes! Snakes!" Twilight exclaimed as she backs into a cave.

"Twilight, stop! That's-" Zach tried to urge but Twilight comes out screaming with bats flying out.

"Watch out, you're heading straight for the-" Zach try to warn again but without looking Twilight crashes into a tree with a beehive above her and falls onto her head. She screams again as the bees inside sting her and runs away into another burrow.

"Twilight, please stop, you're heading into the-" Zach was yet again too late as Twilight enters the burrow with a thud. Out came a family of skunks as everyone but Fluttershy covered their noses from the smell they just made.

"Skunk pit. [moans]" Zach finished while covering his nose with Spike and felt guilty he could've tried harder to prevent this from happening.

"Good morning friends." Fluttershy greeted the father, mother, and baby skunks without covering her nose as they pass by.

"How can you stand the stench?" Zach asked in disbelief.

"I get used to it." Fluttershy explained. After getting Twilight out of the hole who smelled horrible from the skunks spraying her and had bumps on her head from the bees stinging Zach and Spike took her back home at the library and quickly prepared her a tomato sauce bath.

"[sigh] All this Winter Wrap Up stuff is a lot harder than it looks." Twilight groaned as the boys wash her in the liquid tomato bath.

"Right, because there's no magic. Why don't you just use magic, Twilight, and get it done the right way?" Spike urged through a clothing pin on his nose.

"No, Spike, I have to do it the traditional way. Ponyville has never needed magic to wrap up winter."

"Well, they never had you here before, either. Think how much quicker they could wrap up winter with your magic."

"No, no, no! I'm gonna find some other way that I can help out if it kills me." Twilight said frustratingly.

"Okay, if you say so. Just try not to overdo it, we don't want you to get hurt." Zach said calmly also with a clothing pin on his nose but spoke in his regular voice.

"I won't, I promise. Now, please pour more tomato sauce on me, I can still smell the stench." Twilight ordered in a more soothing tone and Spike poured more sauce on Twilight's head. Soon after the bath was done the three come along the farming fields near Sweet Apple Acres where other food is grown and Applejack in charge of watching the strong hard working stallions push the snow out so the farmers can have a clear path to plant the seeds.

"Keep pushin', Caramel. That's it Bumpkin, I know it's hard work, but you guys are doin' great. Yee-haw!" Applejack cheered as the colts plow the snow off the fields.

"Hey Applejack. How's everything going?" Twilight asked.

"Oh, just dandy. Little slow startin', but peachy all the same. There's a lot of ground to clear ya hear. We can't even start the plantin' and the waterin' until we git all these heap a' snow high-tailed outta here." Applejack explained.

"Well, I'd like to help." Twilight offered. Both Zach and Applejack widened their eyes unsure if it was a good idea for a mare who hasn't had much strength in her to do the job.

"Well, I... I dunno Twilight." Applejack said hesitantly.

"Just give me a chance." Twilight begged with a pleading smile.

"Well, I never turn down a hard worker but..." Applejack said giving in and Twilight makes her way to a plow. As she gets in she starts pushing but she doesn't move an inch. She struggles to push again but still nothing. She looks back to see the three shake their heads in disagreement that it's not going to work out. Twilight was about to give up until she had Spike's advice about using magic in her head. It didn't take long for Zach to read what she was thinking.

"I could use a come-to-life spell. Hwww... Here goes..." Twilight whispered to herself and started using magic on the plow to give her a boost.

"No Twilight, don't." Zach whispered but Twilight did it anyway. In just seconds the plow was surrounded by a purple aurora and was pushing faster than the other stallions which surprised them. But Applejack got suspicous on how Twilight was able to push a heavy plow.

"Hmm. She's awful strong for such a little pony." Applejack said supicously. Spike then notices Twilight's glowing horn.

"That's my girl, following my advice." Spike cheered.

"And what in tarnation does that mean?" Applejack asked curiously.

"Uh, nothing, nothing at all, really." Zach tried to lie nervously but even the honest Applejack knows a lie when she sees and hears one. Twilight then overdid the pushing and it was making her go even faster thus pushing up her hind legs from the ground from the support beam.

"[gasp] Uh oh. Slow down. Slow down!" Twilight gasped as the other plowers stopped from hitting the rapid speeding plow in their path. Just barely stopping before the speeding plow cand hit him a colt stopped inches away from her as snow covers the front part of his vehicle. But Twilight comes back this time from behind and the colt knows what's coming as glop of snow hits him in the face. On the way Twilight forms a giant snowball and was heading straight for the three. All they could do is watch and wait for what's coming. As the snowball crashes into them they were buried in the snow as their heads were all that were poking out as they roll around in it.

"What's going on? Wha'd'ya do? You used magic, didn't you?" Applejack said through her rolling in the gigantic snowball. They then crashed into a hill and stopped the rolling as they laid buried in the snow again. Thinking it was over they started feeling shaking from the ground and looked up to see a huge avalanche of snow coming down.

"Avalanche!" Zach shouted out before the snow buried them even deeper in the blanket of frozen water. After seeing their hard work payed off the plowing colts see a tsunami of snow heading their way thus blanketing their hard work. They all had irritated looks seeing they had to start over again. One by one the four poked their heads out of the snow and shoof off the remains from their heads.

"Nuts Twilight, you used magic." Applejack said sharply at Twilight putting her attention immediately at her. Twilight lowered her head in shame.

"The nerve. Can you believe her?" Spike scolded becoming a hypocrite. Zach then got angry at him and lifted his hoof out of the snow and smacked the back of Spike's head for a third time.

"Ow! Stop that!" Spike said rubbing his head.

"That's not how we do it 'round here, Twilight, and especially not on MAH farm." Applejack shouted angrily.

"AJ, SHE-" Zach was nearly about to blow fumes at Applejack for yelling at her but stopped to see Twilight's eyes started forming tears. This made him feel even worse.

"Well, see, I just wanted to... OH!" Twilight cried and got out of the snow galloping away passing by the irritated workers.

"Twilight!" Zach called out as he got out of the snow with his hoof hanging out at Twilight's direction looking like he wanted to go after her but decided he didn't want to make it worse for her. Applejack's expression then turned into guilt feeling bad for how she treated her.

"I-I didn't mean to hurt her feelin's. Should I apologize?" Applejack asked shamefully. Zach then kicked the ground frustratedly making small chunks of snow fall into a different place. After seeing this Applejack knew Zach wasn't just sad but furiated as well. She knew it had to do with her yelling at Twilight.

"Ya-ya not mad, are ya, Zach?" Applejack asked curiously. Zach wanted to yell and scream at her but knew if he did it would show that he cared deeply for Twilight. So he stayed calm and fibbed.

"N-no. Just... resume your work. Sorry for making another mess. I'll talk to her." Zach assured and walked off to Twilight's direction with Spike following.

"Oh Zach, I'm so sorry." Applejack muttered quietly and felt guilt run inside her. In town the trees are being cleared from snow as pegasi hop on them to let the snow fall on a cart waiting to be pulled away. As it is full the pony pulls the carriage to it's destination. Zach and Spike tried to convince Twilight to come out of hiding in a bush shamefully for awhile.

"Come on, Twilight. Come on out." Spike begged.

"I'm a winter mess up." Twilight mentioned in the bush.

"No, you're not! You just have to keep finding the right job you're good at, right Spike?" Zach asked.

"Well you're good at a lot of things, just not nest-making, ice-skating, animal-waking, snow-clearing." Spike pointed out the events that happened.

"[whine] Thanks a lot for making me feel so much better." Twilight mumbled sarcastically.

"That's what I'm here for, sister." Spike said proudly. Zach was getting tired of Spike's rudeness as he smacks the back of his head yet again.

"Ow! What did I do this time?" Spike complained irritably while rubbing the back of his head again as Zach glares at him.

"Rainbow Dash, y'all on the weather team need to melt the rest of the snow here on the ground and the trees, pronto." Applejack ordered Dash near town hall.

"Got it." understood Dash and was about to take off.

"Wait. My poor little animals' homes will get flooded if the snow melts too fast." Fluttershy intervened.

"Got it." Dash said again and took off the other way.

"I'm tellin' you Rainbow, you gotta melt that snow now." Applejack urged and Dash takes for the sky again.

"No, you simply must wait." Fluttershy urged back.

"Okay." Dash muttered annoyingly along with the other impatient pegasi waiting for an answer.

"Go." Applejack ordered again.

"Stop." Fluttershy ordered back.

"Go."

"Stop."

"GO!"

"STOP!"

"Ugh! Make up your minds!" Dash shouted frustratedly.

"Oh! What in Equestria are all you arguing about? This sort of silliness is why we were late for spring last year, and the year before that, and the year before that." the mayor said frustratedly.

"Did she say late?" Twilight said finally poking her head out of the bush getting her attention.

"Yeah, apparently they've been late... every year." Zach said also in surprise.

"I was hoping my amazingly inspirational speech would urge everyone to do better than last year, but now it looks like we're going to be later than ever. I mean just look at this catastrophe. The ice scorers made the ice chunks too big to melt." the mayor pointed at the icy lakes which have been cut into big pieces and not have melted yet. Pinkie raised her hooves with her skates on in a state of confusion.

"The nest designer is horrendously behind, we need several hundred, and she's only made one." the mayor pointed at Rarity who is still picking apart Twilight's messy made nest. She then sobbed in distress burying her head in it.

"She's still not done with that one?" Zach shouted in disbelief.

"And don't get me started on all the clouds in the sky, the icicles on the trees... This isn't good, not at all!" cried the mayor.

"And it's gonna be all to pieces disastrous if we can't get our seeds all planted." Applejack pointed out desperately.

"Chillax Applejack, we're bustin' our chops as fast as we can." Dash assured.

"No, not fast, we have to wake animals slowly." Fluttershy said.

"Uh, AJ?" Big Macintosh approaches with a yellow pony colt with a brown mane and tail by his side.

"Oh good gravy, Caramel lost the grass seeds again, didn't he?" Applejack asked frustratedly seeing this wasn't the first time it happened.

"Ai-yup." Big Macintosh affirmed as Caramel lowered his head and whimpered in shame.

"[grunt] Ditzy Doo accidentally went north to get the southern birds!" a strayed pegasus announced to Dash.

"Oh that featherbrain. Didn't she learn her lesson last year when she went west?" Dash asked irritably. Soon a crowd of pony's began arguing and complaining about the jobs not getting done or what has to be done soon.

"Stop this at once. We don't have time to argue. It's almost sundown. Spring is going to be late again. Another year of scandal and shame. If only we could be more organized." the mayor mentioned shamefully.

"I can think of one pony that can do it." Zach looked at Twilight with a smile and winked. Twilight beamed at his point and took action coming out of the bush.

"Spike! Get my checklist and clipboard, STAT!" Twilight ordered.

"Eh, yes ma'am." Spike saluted in nervousness and rushed off.

"Stop everypony." Twilight urged but the crowd ignored her as they argue.

"Stop." Twilight repeated but the audience kept arguing.

"Hold on." Zach said as an idea popped in his head and walked off for a bit. Soon the the crowd ceased their complaining after hearing a high pitched whistle. They turned to see a green jay whistle loudly with a white aurora surrounding it. It was Zach using his unicorn magic on it squeezing it lightly so it can make the whistling sound. As he stopped the jay gave him a disapproving stare with it's wings resting on it's hips.

"Sorry. Twilight." Zach said giving her the signal that she may speak.

"Thank you. I know you all want to complete your jobs on time, but arguing is no way to go about it. What you need is organization, and I'm just the pony for the job." Twilight announced just as Spike comes back with a quill and clipboard in his claws. The crowd gave accepting smiles taking Zach and Twilight's leaderships.

"We're going to get spring here on time and we guarantee that this will be done, but only if you listen to us in a step by step fashion. So let's get started." Zach announced and the crowd cheered. Zach, Twilight, and Spike looked at each other with smiles and was ready to get the jobs done. Zach then started giving the job orders one at a time. Big Macintosh helps gather the hays and sticks for Rarity and the other pony's who are resuming on building the bird nests at a faster pace. As soon as each of them were done they started planting them on multiple tree branches around the town. Zach gives Spike the green light that the first job was done which Spike checked off the birds nest job on the checklist. Next Twilight shows Pinkie a blueprint on how to cut the iced lakes properly and Pinkie understood and rushed down to join the rest of the lake melting team. One group skated straight in a single horizantal line and another group goes vertical over the horizantl lines making small cubic squares. Spike checked off the second job and moved on the next one. At Sweet Apple Acres Applejack waves a yellow flag signaling two sets of plowers one in front to rid the snow the other in the back to make a planting holes for the food seeds. Then came the seed planter who put the seeds in the plowed holes in the dirt ground. Applejack was impressed to see how fast progress was going and she, Zach, and Twilight bumped their hooves together to congratulate each other on another job well done. Spike checked off the seed planting job and moved on to waking the hibernating animals. To wake them all in one fell swoop they attatched bells on one single rope above each burrow hole in the ground and Fluttershy pulled the end of the rope that starts the chain reaction. All the bells started ringing at once and a variety of different species come out of their homes. Twilight then saw something shocking as slithering snakes pass by. Zach, Fluttershy, and Spike then noticed Twilight vanished. They look up to see Twilight shaking while holding on a branch and smiled sheepishly. The three looked at each other and smiled in amusement at the sight. Flutterhsy then winked at a red jay on her head and the the bird whistled at the sky. Dash heard it from above while resting on a cloud and ordered a group of pegasi to follow in which they do. They flew swifly making a monsoon in the sky bringing the dark snowy clouds with them which is also removing the snow and icicles from the grounds and hills revealing Princess Celestia's warm glowing sun. Soon it melts the snow and ice from the ground and lakes making the streams flow again. At nightfall the hardworking citezens continue to plant seeds in the ground even to prepare for the next morning. Even Spike and the mayor volunteered to help out. The next morning the pegasi returned from the south with a massive flock of different bird species following them. As each birds find their new homes on the tree branches the citezens water the farming area so their food can grow. Spike checked off the last job on the list and sees the land blooming with life. The exausted earth pony's take their winter equipment away and Zach and Twilight siged in relief. They watched to see their hard work payed off. They were finally done and spring was on time. The mayor and the town citezens gather around the two.

"I can't believe it. Spring is here! On time! And we have you two to thank for it. If it weren't for your organizing skills we would still be arguing." the mayor said.

"Ai-yup." Big Macintosh agreed and the crowd started laughing.

"It was a team effort." Twilight mentioned.

"No doubt about it." Zach agreed.

"And since you two helped every team, we have an official vest for both of you. We give you the title, "All-Team Organizers". the mayor announced as Rarity comes over with two blue and green vests that she made and with her magic she instantly puts them on with a glow around them. As it dissapates Zach and Twilight were wearing the symbols of leadership as they looked at the sparkling new attires on them.

"Gosh, I don't even know what to say. Thank you everypony." Twilight thanked.

"We couldn't have done it without you all." Zach added.

"And hereby I declare that winter is... wrapped up on time." the mayor announced and the audience cheered.

"Spike's sure gonna be in for a hog-sized surprised when that last piece a' ice melts." Applejack chuckled pointing at a sleeping snoring Spike resting on a lone piece of ice with the checklist clipboard under his arms. The crowd laughed at the sight and were happy everything ended well at the end. When everypony went their seperate ways back home Spike prepares to write down what Zach and Twilight have learned with a robe around him and sitting on a rocking chair with a sick look on his face. He then sneezed a small flame of green fire out at the process.

"Dear Princess Celestia,

Winter Wrap Up was one of the most special things I've ever been a part of here in Ponyville. It helped me to learn we all have hidden talents, and if we're patient and diligent, we're sure to find them, and as always, with good friendship and teamwork, ponies can accomplish anything." Twilight told her lesson.

"And I've learned in life that you shouldn't try too hard on finishing the things you have too do. You push yourself too hard and you're going to find that you won't have the strength to get anything done. Like Twilight said, if you take the time to work on a daily basis, the rewards will be substantial.

Your faithful students,

Zachary Lanson and Twilight Sparkle." Zach added his lesson.

"How's that, Spike?" Twilight asked but got no response.

"Spike?" Zach called again and both of the pony's turn to see Spike snoring asleep on the rocking chair exhausted from the hard work.

"Oh, Spike. [laughter]" Twilight chuckled.

"What did I say? A lazy reptile. [chuckles]" Zach said joining in the laughter as they hope to enjoy a nice warm and gorgeous spring.

On a nice sunny afternoon the school bell rings signaling to get to class. Each of the students were in their assigned seats with cutie marks on each of their flanks weather it be a daisy flower, a silver spoon, or a bow and arrow. Even the teacher has one and each appears when they discover their talents and livings. Some however take awhile to discover.

"Let's quiet down please. We have a very important lesson to get to." the teacher Miss Cherilee ordered. The class obeyed and silenced to hear what the teacher has to teach.

"Thank you. Today we are going to be talking about cutie marks." Cherilee flips a page on an art board stand to show different types of cutie mark symbols and pictures.

"Bo-ring [sigh]" a filly named Diamond Tiara sighed in boredom uninterested since she got her own. A curious Applebloom however was more than intriqued about the symbols and payed attention with a pencil in her mouth so she could write down her notes.

"You can all see my cutie mark, can't you? Like all ponies, I wasn't born with a cutie mark. My flank was blank." Cherilee flips the next page to show herself as a baby.

"Aww...! She's so precious!" a filly with big purple glasses named Twist cooed with a lisp.

"Then one day, when I was about your age, I woke up to find that a cutie mark had appeared." Cherilee flips another page to show her in a 80's disco like outfit this time with her cutie mark in it and braces showing on her teeth also with a very fuzzy mane and tail unlike her appearance now.

"Look at her hair!" one of the classmates pointed and the whole class laughed at the picture.

"Yes I know, but honestly, that's how everypony was wearing their mane back then. I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurture them with knowledge. The smiles represented the cheer I hope to bring to my little ponies while they were learning. Now, can anyone tell me when a pony gets his or her cutie mark?" Cherilee asked. Twist raised her hoof waving it impatiently.

"Oh! Oh! Oh! When she discovers that certain something that makes her special!" Twist explained.

"That's right, Twist. A cutie mark appears on a pony's flank when he or she finds that certain something that makes them different from every other pony. Discovering what makes you unique isn't something-" while Cherilee teaches Applebloom writes down her notes about what she is learning about cutie marks. She then heard a pssting sound and looked around to see if anyone called her but ignored it and went back to her notes. Then Diamond Tiara comes closer and pssts her. Applebloom ignores her but Tiara does it again this time louder.

"What?" Applebloom asked in frustration turning her attention to Tiara. She then gave out a note in her mouth gesturing to take it. Applebloom looked to her left and sees Silver Spoon Diamond Tiara's best friend gesturing her hoof to pass it over. She didn't want to do it at first but as soon as she grabs it Cherilee didn't take long to notice it.

"Apple Bloom! Are you passing a note?" Cherilee asked sharply.

"Uh I... Um..." Applebloom stuttered to find an answer as she dropped the scrap of paper and Cherilee approaches.

"What could be so important that it couldn't wait until after class?" Cherilee looked down and gasped in surprise and confusion at the paper.

"It's blank." Cherilee said in surprise. Diamond Tiara then started laughing which Applebloom did not find amusing.

"Remind you of anypony? [laughter]" Tiara asked. Applebloom then realized what she meant as she looked at her flank which had nothing but blank on it. Not a cutie mark rested there. The class began laughing along with Tiara and Applebloom cowers in embarrassment unable to take the humiliation of being one of the only blank flanks in the whole school.

-Main music plays-

Later the afternoon the bell rings signaling that school is over. The fillies began running out of the school happy that the day is finally over except for Applebloom who mopes still embarrassed by the event that happened earlier.

"Want some sweets? I've got some peppermint sticks. I made them myself." Twist offered kindly note that she too is also a blank flank. Applebloom simply shooked her head declining the offer.

"They'll make you smi-i-le." Twist said playfully.

"No..." Applebloom denied again looking away.

"I don't know why we had to sit through a lecture about getting a cutie mark. I mean, waiting for your cutie mark is sooo last week. You got yours, I just got mine. We all have them already. [gasp] I mean, almost all of us have them already. Don't worry you two, you're still totally invited to my cute-ceañera this weekend." Diamond Tiara with her friend Silver Spoon comes along making fun of the two which made Applebloom feel worst as for Twist she only rolled her eyes in annoyance.

"It's going to be amazing." Silver Spoon assured as she and Tiara trot around the two.

"It's a party celebrating me and my fantastic cutie mark. How could it not be?" Tiara asked rhetorically with a smug tone.

"Bump! Bump! Sugar-lump, rump! [laughing]" the two mockers did their secret hoofshake to just annoy the two.

"Gimme a break." Applebloom muttered angrily.

"See you this weekend. Blank flanks!" Diamond Tiara and Silver Spoon shouted in unison while laughing leaving the two blank fillys with sad expressions on their faces. Applebloom returns to her home Sweet Apple Acres trotting back and forth in anger and dissapointment while her older sister Applejack works on collecting applesand putting them into buckets

"It's not fair! It's just not fair!" Applebloom complained frustratedly.

"Don't get your mane in a tangle. You'll get your cutie mark. Everypony gets one eventually." Applejack assured.

"But I don't want one eventually! I want one right now! I can't go to Diamond Tiara's cute-ceañera without one, I just can't!" Applebloom cried.

"'Course you can. Y'know, I was the last pony in my class to get my cutie mark, and I couldn't be prouder of it. I know my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal. [gasp] Come to think of it, Granny Smith was the last one in her class, too. Huh, same as Big Macintosh." Applejack pointed out.

"I really don't see how that's supposed to make me feel better. It probably means that being the last one in your class to get a cutie mark runs in the family. ...runs in the family. Runs in the family! Runs in the family! You've got apples for your cutie mark, Granny Smith has an apple pie, Big Macintosh has an apple half, my unique talent must has som'n to do with apples! Apples, apples, apples!" Applebloom started hopping in excitement until she accidentally landed on a bucket of apples and makes a mess of scattered apples on the ground.

"Oops... apples." Applebloom muttered sheepishly. As soon as Applejack gathered enough apples to sell at town she agreed to let Applebloom help out as they have their own selling cart near Sugarcube Corner.

"Get your delicious nutritious apples here!" Applejack called out.

"Delicious and nutritious, and so many uses! You can eat 'em, play with 'em." Applebloom said in a advertisment manner and uses a tennis racket and wacks the apple in the air crushing it into peices and hitting someone who shouted in anger.

"create fine art for your home with 'em, you have to be crazy not to get a bushel of your very own." Applebloom assured after bucking an apple right at a painters canvas plus splattering the juice on his face and the canvas. He gave a glare at Applebloom until Applejack pulled her in.

"Heh... she's so creative, heh." Applejack chuckled sheepishly. Another light brown colt passes by and Applebloom didn't hesitate to try and convince him to buy some of her product.

"You sir, care t' buy some apples?" Applebloom asked while walking next to the stallion.

"Uh, no thanks." the colt declined.

"Why not?" Applebloom asked popping out of another cart thus startling the pony.

"I have plenty at home." the colt assured trying to get away.

"Are you sure?"

"Yes I'm pretty sure I..."

"You're pretty sure, but you're not absolutely positively completely super-duper sure, are you?" Applebloom was backing the frightened colt with her eyes narrowed.

"Y...ah... If I buy some apples, will you please leave me alone?" the colt asked nervously.

"Aaal-right!" Applebloom accepted and the stallion went to grab his money. As he did he placed a few coins in Applejack's apron pocket and quickly grabs his purchased apples and rushed off as quickly as he can.

"You forgot your change!" Applejack called out but the colt didn't respond.

"Woo-hoo! That's how you sell s'm apples and get a cutie mark! So, what does my cutie mark look like? A shopp'n bag full of apples? A satisfied customer eating an apple? Hmm... maybe I gotta increase my sales figures first." Applebloom thought and sees another customer searching through the apple buckets.

"YOU TOUCH IT, YOU BUY IT! We take cash or credit." Applebloom shouted at the pony which really frightened her and shooked in fear.

"I'm sorry ma'am. Ma'am! Aww... Now Apple Bloom, you can't just..." Applejack spoke sharply at Applebloom and notices her dumping tons of apples in another mare's bags.

"That'll be four bits." Applebloom said.

"I didn't put those in my bag." the pony said angrily.

"Likely story. Four bits, lady!" Applebloom demanded more forcefully until Applejack placed a hoof in her mouth to keep her quiet.

"Applebloom! I am really really sorry about that. She's new. Here, take these. No charge." Applejack placed another batch of apples in the customers bag but didn't have a satisfied smile on her face.

"...And these." Applejack said pouring another bucket of apples in her bags but is still not happy.

"...And these." Applejack said again and placed a heavy bucket load of apples on her back which made her groan but also finally smile in satisfaction and walked of shakingly with the heavy bucket on her back.

"Y'all come back now, y'hear?" Applejack called out and looked back at her applecart which is now empty and did not have a singal apple in it. But they also barely got paid the amount they were all worth. She then gave her little sister a dissapointing glare.

"What?" Applebloom asked confusingly unaware of her actions.

"Sorry little sis, but your apple-sellin' days are over." Applejack said and pulled of Applebloom's apron technically firing her.

"What? But how else am I gonna get my cutie mark?" Applebloom complained and grabbed the apron away from Applejack.

"Home, now." Applejack ordered and Applebloom spat out the apron and pouted.

"Ugh. Listen sugarcube, I know it's hard to wait for your very own cutie mark, but, you just can't force it. Besides, you're not that grown-up just yet. Ain't there other fillies in your class without one?" Applejack asked.

"Well... Twist doesn't have hers yet." Applebloom admitted.

"Do you think you'd feel better if you went to the party with her?" Applejack asked and Applebloom nodded with a smile.

"Well there you go. Bet you and Twist would have a great time together. Now run along and find your friend."

"You're sure you don't want me to stick around 'till the end of th' market?" Applebloom asked.

"Hey! Who's been using my racket?" a pony with a my neighbor style mustache holding the dripping wet tennis racket Applebloom used earlier called out angrily.

"Yeah. I'm sure." Applejack assured. Applebloom later comes to Twist's house and knocks on the door. Twist opens the top of her dutch door to greet her friend.

"Oh, what's up Apple Bloom?" Twist asked.

"So I was thinkin'... maybe we could go to Diamond Tiara's cute-ceañera together. I don't have a cutie mark, you don't have a cutie mark." Applebloom pointed out.

"Well, um..." Twist smiled sheepishly and opened the bottom part of the door to reveal something actually horrifying to Applebloom. She gasped to see her with a duo candy cane cutie mark shaped like a heart.

"Isn't my cutie mark swell? I've always loved making my own favorite sweets, but it took me some time to discover that it was my super-special talent. Pretty sweet, huh?" Twist said.

"Yeah, pretty... sweet." Applebloom replied sorrowfully.

"Hey... this doesn't mean we can't go to the cute-ceañera together. You're still gonna come to the party, are you?" Twist asked curiously.

"Of course she will." Diamond Tiara comes by with a mocking tone with her friend Silver Spoon.

"It's not like being the only pony there without a cutie mark, would be, like, the most embarassing thing ever. [laughter]" Silver Spoon mocked leaving Applebloom with the most embarrassed and saddest face she ever produced. She sulked by a well depressed that she is now the only filly in her whole school and town to have a blank flank.

"Wow, looks like some pony's got a dark cloud hanging over her head." Rainbow Dash pops up looking at the sad filly. Applebloom literally had a dark cloud above her head signing how depressed she is.

"Let me do something about that." Dash said and pushes the dark cloud away.

"What's the matter, kid?" Dash asked landing on the ground and Applebloom took a deep breath.

"There's a cute-ceañera this afternoon and everypony in my class will be there and they'll all have their cutie marks and I wanna get my cutie mark but I'm no good at sellin' apples but I really wanna go to the party but how can I go to the party if I don't have my cutie mark which my big sister says I'm gonna get eventually but... I WANT IT NOW!" Applebloom said in one breath.

"Cutie mark? I can get you a cutie mark like that!" Dash assured whiping her tail to emphasize her point.

"Applejack says these things take time. I have to just wait for it to happen." Applebloom said.

"Why wait for something to happen when you can make it happen?"

"But Applejack says th-"

"Hey, who are you gonna listen to, Applejack, or the pony who was first in her class to get a cutie mark? I always liked flying an' all, but I was going nowhere in a hurry. It wasn't until my very first race that I discovered a serious need for speed, and KAZAAM, this sweet baby appeared as fast as lightning." Dash said and flew off quickly. Applebloom agreed and lets Dash coach her to find her talent. She starts off warming up by doing push ups to get started.

"That's right, stretch out those legs. Gotta be nice and loose. The key here is to try as many things as possible as quickly as possible. One of them is bound to lead to your cutie mark. Are you ready?" Dash asked competitively while wearing a sweatband on her head and a whistle around her neck.

"I'm ready!" Applebloom affirmed.

"I said: are, you, Ready!" Dash shouted again.

"I'M READY!" Applebloom cheered loudly and prepared to do the listed tasks Dash thinks is right for her.

"Juggling, go!" Dash said after blowing her whistle. Applebloom was doing fine juggling balls while standing on one leg at first but loses her concentration and falls to the ground with the balls landing on her head. This shows this wasn't her talent.

"Hang-gliding, go!" Dash went on to the next task and blew her whistle next to a cliff. Applebloom started rushing to the cliff with goggles on her and a glider strapped on to her back. She then accidentaly trips on her own leg and the glider lands on the ground sliding just inches from falling off the cliff. This wasn't her talent either.

"Karate, go!" Dash blows her whistle again this time wearing karate robes as well. Applebloom also wearing a karate robe jumps into the air and makes a kicking stance as she goes down targeting a sand bag. As she does a battle cry she hits the bag only to find no effect and looked like she hit a solid rock. Wasn't this one either.

"Kite-flying, go!" Dash blows her whistle signaling Applebloom to run in an open field with a kite string in her mouth. As the kite flys into the air it looked like it will stay up there. But it started flying out of control until and crashed into the ground burying the front end of it. The textures on it crumbled into pieces leaving a kite skeleton.

"Ultrapony Roller Derby, go!" Dash blowed her whistle yet again in a skating rink with Applebloom rollerblading in a racing circle. She looks back to see three punk looking fillies chasing her. Without paying attention again she trips on her leg and rolls to the ground. The three tried to halt but ended up crashing into each other with Applebloom rolling out unharmed with an embarrassed smile.

"Tried that one... tried that one... tried that one..." Dash counts down the tasks they tried on a clipboard. Applebloom began to lose hope as she lies down by a tree. She then heard familiar laughing coming from nearby.

"Your new outfit is, like, perfect for the party." it was Silver Spoon with Diamond Tiara with a present box on her back. Applebloom quickly hid in the bush to hide from the two.

"I know. It totally shows off my cutie mark." agreed Diamond Tiara.

"I love being special."

"Can you imagine how embarrassing it must be to be... not special?"

"I don't even want to, like, think about it." Silver Spoon said as they pass by Dash.

"Tried that one... tried that one..." Dash mutters still stuck on the list.

"I'm doomed. Doomed! I'll never find sumth'n I'm good at." Applebloom cried.

"You look like you'd be good at eating cupcakes." Pinkie Pie appears pointing out happily.

"Eatin' cupcakes?" Applebloom asked in ectasy.

"Eating cupcakes?" Dash asked in confusion.

"Eating cupcaaakes!" Pinkie sanged playfully as she hops down to Sugarcube Corner.

"I really appreciate all your help Rainbow Dash. You're a really great coach and I really learned a lot from you and I'm sure I c'n learn a lot more but... I've got some cupcakes to eat! See you at cute-ceañera! Hold on Pinkie Pie, I'm comin'." Applebloom shouted out and rushed to Pinkie's direction leaving Dash bewildered. As soon as the two made it to the bakery Pinkie prepares to make cupcakes.

"I can't believe I didn't think of this. A cupcake-eating cutie mark, it's sooo obvious. Now, where are those cupcakes? I'm ready t' chow down!" Applebloom said excitingly while looking through the cabinets and oven.

"I don't have any cupcakes." Pinkie said.

"Oh." Applebloom muttered in understandment.

"[gasp] But you look like you'd be good at helping me make some." Pinkie pointed out happily and placed a chef hat on her head.

"I guess, uh, making-cupcakes cutie mark could work too." Applebloom said nervously just as Pinkie begins to sing another song.

"All you have to do is take a cup of flour!

Add it to the mix!

Now just take a little something sweet, not sour!

A bit of salt, just a pinch!

Baking these treats is such a cinch!

Add a teaspoon of vanilla!

Add a little more, and you count to four,

And you never get your fill of..

Cupcakes! So sweet and tasty!

Cupcakes! Don't be too hasty!

Cupcakes! Cupcakes, cupcakes, CUPCAKES!" Pinkie finished. The kitchen soon becomes a total mess after multiple tries on baking batches of cupcakes. So far each one has been a failure. As the mixer makes a mess of the thickened flour Applebloom heads to the oven to get out a finished batch of cupcakes. She then accidentally bumps into a bag of flour and makes a cloudy mess making her cough in the process. As the flour cleared she grabs a mit with her mouth and grabs the tray of burnt cupcakes which was too hot for her to handle.

"Hot, hot, hot!" Applebloom shouted in pain and drops the tray sticking her tongue out.

"Oooh, those look much better than the last batch. [chomp] Mmm..." Pinkie started eating the burnt cupcakes and Applebloom took a piece to see how she did. After she tasted it she quickly spat it out seeing that another attempt was unsuccessful.

"Ugh! I guess I'm not cut out to be a baker either. [sigh] I just have to face it, I'm gonna have a blank flank forever." Applebloom cried in sadness lowering her head.

"What about that?" Pinkie pointed at her flank.

"What about what? Is there something on my flank? Is there, is there, is there?" Applebloom asked in excitement spinning around so she can try to see her flank. She sees a bowl and looks at the reflection which shows many images of different cutie marks through a smudge of flour.

"A cutie mark! It's a... a measuring cup? No. A mixin' bowl? No... Are those cupcakes? A tower of cupcakes maybe." Applebloom pointed out. Pinkie came over and blowed off the flour from her flank.

"Flour. It's flour! Yay! I guessed it. What game you wanna play next? Please say bingo, please say bingo." Pinkie pleaded cheerfully while Applebloom lowers her head in shame. Zach Lanson and Twilight Sparkle then come in and were surprised by the mess.

"Whoa, what's been going on in here?" Twilight asked in surprise.

"We've been making cupcakes, wanna try them?" Pinkie explained and offered a plate of burnt cupcakes on her head.

"Nnnno thank you... not that they don't look, heh, delicious." Twilight said nervously trying not to hurt anyone's feelings.

"Zach, Twilight, you have to help me." Applebloom begged.

"What's the matter?" Zach asked curiously. Applebloom took one deep breath to explain her problem.

"Tiara's cute-ceañera's today and everypony in my class will be there and they all have cutie marks and I want to get my cutie mark but I'm no good at selling apples or hang-gliding or making cupcakes, but I wanna go to the party but how can I go to the party if I don't have my cutie mark, which Pinkie Pie says I can't just make appear, but I need it to appear, RIIIGHT NOW!" Applebloom cried in one breath.

"Uhhh… I don't follow. How can we help you?" Twilight asked confusingly.

"You can use your magic to make my cutie mark appear." Applebloom explained.

"Oh no Apple Bloom. A cutie mark is something a pony has to discover for herself." Twilight refused.

"Please Twilight, jus' trah."

"I'm sorry but-"

"Oh please, please, please please please!" Applebloom was literally begging

"Alright alright!" Twilight finally gave in.

Oh thank you, thank you, thank you." Applebloom thanked. Twilight then focused her magic onto Applebloom's flank and a flash of light appeared on it revealing an applecart cutie mark.

"Yes! I knew you could do... it." Applebloom turned from an excited expression into a dissapointed expression after seeing her cutie mark vanish from her flank.

"I'm sorry sweetie, but I told you-" Twilight said.

Try again, try again!" Applebloom urged and Twilight sighed in exhaustion. She did it again and another cutie mark appeared on to see it dissapear. Tried it again same conclusion. And again and again and again and again until Twilight was to work out to even try again. Applebloom gasped at the sight and went back to the sad expression.

"Told you that not even magic can make a cutie mark appear before its time." Twilight said.

"Well, Zach you try. You're the element of life. You can control any livin' thing." Applebloom urged.

"Sorry sweetheart, but even I can't do it. There are certain rules that even I can't conquer. I wish I could, really, but it just doesn't work like that." Zach sadly assured.

"It's hopeless, hopeless! I just won't go to the party, I can't go. Everyone will just laugh at me and make fun of me and call me name. It will be the worst night of my life." Applebloom pouted walking out of the kitchen.

"Uh, AB." Zach tried to warn Applebloom about something.

"I'm sure it won't be as bad as all that." Twilight assured.

"Forget it, there's no way I'm going to that-" then Applebloom frozed in horror after discovering she just walked right into the thing she didn't want to go to the party itself in Sugarcube Corner.

"[gulp] Party." Applebloom finished in fear. At the party their was jaming music and a lot of pony's in different ages was invited. A certain pony takes a bite of Applebloom's poorly made cupcakes and quickly spits out the taste. Diamond Tiara meanwhile was showing off her new dress to the other children. Applebloom quickly hid behind a chocolate pony sculpture to avoid being seen.

"How could I have forgotten the time? How could I have forgotten Pinkie Pie was hosting the party? How could I have forgotten it was at Sugar Cube corner?" Applebloom muttered in fear.

"Don't forget your party hat, Forgetty Forgetterson!" Pinkie said playfully hopping off after putting a party hat on Applebloom's head. She quickly took it off and swiftly hid behind the cake.

"I have to get out of here before anypony sees me." Applebloom muttered to herself quitely. She then notices Snails approaching the cake and completly hid herself behind the cake. Snails then took a huge bite out of the cake and revealed most of Applebloom.

"Hey! It's my cute-ceañera, I'm supposed to get the first bite at cake." Diamond Tiara whined as she approached Snails. Applebloom quickly moved to another table hiding behind a big cowpony like hat but was moved. She then found some balloons and hid behind them. All of a sudden each of the balloons started popping. She sees a unicorn colt dancing to the music without paying attention where his horn his hitting. As soon as the balloons were popped Applebloom sneaked her way under the punch bowl table. She took a peek from under the table cloth and sees the open door out just a couple feet away.

"Okay Applebloom, almost there." Applebloom whispered quietly. She tip-toes to the door while still hiding under the table. A pony mare comes by the punch bowl and looks around before taking a drink from the bowl itself. As soon as she leaves Applebloom continues her way to the door. Applebloom then rejoiced after seeing she was few feet away from the door. As she got out of the table and made her way to the door she suddenly bumped into her sister Applejack who just arrived.

"Apple Bloom, you made it. After I heard about Twist, I was afraid you wouldn't show up. I sure am glad you came to your senses about this whole cutie mark thing. These things happen when these things are supposed to happen. Trying to rush 'em just drives you crazy. I'll let you be, looks like your friends want to talk to you." Applejack was pushing Applebloom away from the door. After hearing the 'friends' part Applebloom became confused and turned to whom she was looking at. She then sees the two fillies she wanted to avoid all day with sadistic smiles on their faces and Diamond Tiara and Silver Spoon approached her. Applebloom quickly looked around for something to hide her blank flank. She then found the table cloth on the punch table and quickly swiped it away so she can put it on like a dress. She ties it on just in time before the two could see it.

"Well well well, look who's here." Diamond Tiara mentioned smugly.

"Nice outfit." Silver Spoon pointed out sarcastically.

"Just sumt'n I, uh, pulled together last minute." Applebloom said trying to keep her composure.

"It really shows off your cutie mark-oh wait, that's right, you don't have one." Diamond Tiara reminded rudely.

"Uh, I have a cutie mark." Applebloom quickly stated.

"Eh, what? Since when?" Silver Spoon asked in both surprise and suspicion.

"Since... Um... Earlier today." Applebloom explained.

"Oh really? Let's see it." Diamond Tiara demanded which made Applebloom really nervous.

"I shouldn't, I couldn't. My cutie mark is so unbelievably amazing, I'm afraid that if I show it off, everyone will start paying attention to me instead of you. Outshined at your own cute-ceañera, can you imagine how embarrassing that would be?" Applebloom mentioned trying to fool Diamond Tiara. And it worked she took a moment to think and decided to leave her alone.

"Uh, forget it, I didn't really want to see it anyway." Diamond Tiara said.

"Okay, well, Imma go mingle. Enjoy your party. [sigh]" Applebloom sighed as she walks away making her way out the door. But since she had many misfortunes of tripping on herself she accidentally stepped on the table cloth and ripped it off of her and tripped to the record player table and stopped the music thus gaining the attention from the crowd. Then the two noticed her blank flank with satisfying smiles on their faces.

"Oh no." Applebloom muttered in embarrassment.

"Wow, that is an amazing cutie mark." Silver Spoon mentioned sarcastically.

"Nice try, blank flank!" the two said in unison and laughed. The audience notices her flank and were ready to laugh along. Applebloom was too embarrassed to think of anything to try and stop and keep herself from embarrassing herself. She was about to give in until a voice calls out.

"You got a problem with blank flanks?" the voice said. The audience turn their attention to the source of the caller and sees to fillies come out from hiding under a table. An orange pegasus with a shaggy purple mane and tail and a white unicorn with a light and dark purple mix mane and tail appeared with angry expressions on their faces.

"I said, you got a problem with blank flanks?" the pegasus repeated.

"The problem is, I mean, she's like, totally not special." Silver Spoon pointed out.

"No, it means she's full of potential." the unicorn corrected walking next to Applebloom along with the pegasus on the other end.

"It means she could be great at anything. The possibilities are, like, endless." the pegasus said mocking the two's behavior.

"She could be a great scientist, or an amazing artist, or a famous writer, she could even be mayor of Ponyville some day." the unicorn said.

"...and she's not stuck being stuck-up like you two." the pegasus added. The crowd began laughing from the insult.

"Hey, this is my party, why are you two on her side?" Diamond Tiara asked angrily.

"Because..." the pegasus simply answered and the two revealed their flanks also surprising Applebloom. Their flanks had nothing on them. They too were blank flanks.

"You don't have cutie marks either? I thought I was the only one." Applebloom admitted.

"We thought we were the only two." the pegasus also admitted.

"I for one think you are three very lucky fillies." Twilight said.

"Lucky? How can they be lucky?" Diamond Tiara asked in confusion.

"They still get to experience the thrill of discovering who they are, and what they're meant to be." Twilight explained.

"They also have the chance to try many different talents that could be their's someday. Plus, they get to experience and learn from each other." Zach added.

"And they got all the time in the world to figure it out, not just an afternoon." Applejack said giving Applebloom a playful smile and in return get a sheepish smile from her. Soon all the children began gathering around the three and talked about how lucky they are or they probably got their cutie marks to early thus ignoring Diamond Tiara.

"Hey, what's everypony doing? This is my party, everypony is supposed to be paying attention to me." Diamond Tiara whined but the children still ignore her.

"Whatever. We still think you're losers, right Diamond Tiara? Bump, bump, sugar... lump..." Silver Spoon tried to cheer her up with their hoof shake but was unsuccessful when she keeps her unsatisfied stare.

"Not now, Silver Spoon." Diamond Tiara said angrily and walked off with Silver Spoon following.

"Name's Scootaloo." the pegasus introduced.

"Sweetie Belle." the unicorn joined.

"Applebloom." Applebloom also introduced.

"Wait, Sweetie Belle? Hey, I know you. You're Rarity's sister, aren't you?" Zach came in asking curiously.

"Why, yes, I am. How did you know?" Sweetie Belle asked.

"Rarity talks about you a lot."

"Oh. Wait, are you Zach Lanson?"

"Yes. How did you know?"

"Same thing." Sweetie Belle simply answered they laughed. As the party went on Diamond Tiara along with Silver Spoon sulked on the stair case ignoring the party that was meant for her.

"It's all so super!" Twist cheered while dancing with the other children. Zach, Twilight, and Applejack knock their glasses together with their mouths filled with punch in it a cheering fashion and drank from it. Applebloom, Scootaloo, and Sweetie Belle meanwhile talk at a table getting to know each other.

"So I was thinking, now that we're friends... I mean, we are friends, right?" Applebloom asked.

"How could we not be? We're totally alike. We don't have cutie marks, Diamond Tiara and Silver Spoon drive us crazy-" Scootaloo said.

"Totally crazy." Sweetie Belle added and the three laughed.

"Well, now that we're friends, what if the three of us work together to find out who we are and what we're supposed to be?" Applebloom suggested.

"Ooh! Ooh! We could form our own secret society." Sweetie Belle mentioned.

"I'm liking this idea." Scootaloo agreed.

"A secret society. Yeah. We need a name for it though." Applebloom said.

"The Cutie Mark Three?" Scootaloo mentioned.

"The Cutastically Fantastics?" Sweetie Belle also put out.

"How about... The Cutie Mark Crusaders?" Applebloom asked.

"It's perfect!" Scootaloo agreed.

"This is gonna be so great!" Sweetie Belle also agreed.

"We're gonna be unstoppable!" Applebloom added.

"What do you say we celebrate with some of these delicious cupcakes?" Scootaloo asked and was ready to take a bite of a burnt disguised cupcake until Applebloom stopped her.

"NOT the cupcakes. Trust me." Applebloom assured.

"Let's see if there are any cookies." Sweetie Belle suggested.

"Yeah! Come on." Applebloom said and the three went to search for some sweets and joined the party. Zach watched the three friends go by with a smile on his face.

"So, what will they be?" Twilight asked.

"Hmm?" Zach asked in confusion.

"Come on, you know exactly what they are destined to be, huh?

"[chuckles] You read me like a book. Well, AB's talent is surprisingly not about apples, but will be a great artist and architect. Maybe she'll be the best in Canterlot someday. Scootaloo is kind of like Dash. Though she can't really fly, she is amazing on the scooter for her age. And Sweetie Belle, Ooh, she has an amazing voice and will be a fantastic singer one day."

"Wow. Those are amazing talents."

"Yes they are. Well, why don't we get started on writing to the princess?"

"Already ahead of ya." Twilight said and began writing another of their lessons on friendship.

"Dearest Princess Celestia, I am happy to report that one of your youngest subjects has learned a valuable lesson about friendship. Sometimes, the thing you think will cause you to lose friends and feel left out..." Zach and Twilight wrote down and was already in Canterlot for Princess Celestia to read.

"...can actually be the thing that helps you make your closest friends and realize how special you are. Hmm..." Celestia read out loud and looked at her cutie mark thinking that this was one of the best lessons they ever wrote and one of the most interesting to learn by.

During a nice afternoon at Sweet Apple Acres Applejack and Rainbow Dash play a game of horseshoe tossing and Dash makes the first throw of a blue horseshoe just missing the pole by inches.

"Woo-hoo!" Dash cheered making a back flip.

"Hoo-wee! Not a bad pitch for a pony who works with her head in the clouds." Applejack admitted playfully.

"Oh yeah? Think you can do better, cowgirl?"

"I know I can." Applejack assured and got her first yellow horseshoe and tossed it only to find it missing it too just inches away from Dash's first toss.

"Oh, for Pete's sake!" Applejack grumbled frustratedly.

"Heh! Looks like this Pegasus can pitch better than the workhorse. The object of the game is to get the closest to the stake." Dash reminded.

"All right, all right. You got another throw there, pony girl." Applejack said and tossed Dash her last shoe to her. Dash then tossed it but threw it too hard and completeley missed the pole.

"Wow, Rainbow, heh. You couldn't hit a barn door with that kind of a throw." Applejack teased.

"Yeah, yeah. I still have the closest throw, Applesmack. Just try and beat it." Dash dared. Applejack picked up her shoe and took her time to concentrate and threw it and just like that the shoe makes it's target and spins around the pole.

"Yee-haw! It's a ringer. That's how you do it down here on the farm." Applejack cheered.

"I lost." Dash muttered in defeat.

"Ah, don't feel bad, Rainbow. It's all in good fun."

"I hate losing."

"Besides, you're a mighty good athlete. I'm just better. [chuckles]"

"All right, Applejack, you think you're the top athlete in all of Ponyville?"

"Well, I was gonna say in all of Equestria, but that might be gilding the lily."

" ...and I think I'm the top athlete. So let's prove it."

"Prove what?"

"I challenge you to an Iron Pony competition. A series of athletic contests to decide who's the best, once and for all."

"You know what, Rainbow? You're on." Applejack accepted and spat on their hooves and bumped them to each other and began an interesting rivalry between earth pony and pegasus pony.

-Main music plays-

While Dash stretches out her muscles and warms up Zach Lanson, Twilight Sparkle, and Spike agreed to come over and see what they want them over there for.

"So you two are doing what, now?" Twilight asked.

"An Iron-" Applejack began.

"Iron Pony competition." Dash finished cutting Applejack off.

"See, we've set up a bunch of events to decide which one of us is-"

"The most athletic pony ever!" Dash finished again and Applejack was getting annoyed by her rudeness.

"And we're here to...?" Zach asked.

"Uh... eh... I don' know. Why are they here?" Dash asked.

"To be our judges and keep score." Applejack reminded.

"Right, heh. Somepony's gotta record my awesomeness for the history books." Dash said confidently and the three looked at each other in annoyance. While Zach, Applejack, and Dash set up the events Twilight and Spike prepare to keep score.

"Hello everypony, and welcome to the first annual Iron Pony competition!" Spike announced while holding a twig like microphone in a commentating tone.

"Uh, Spike, who are you talking to?" Twilight asked in confusion seeing no one but themselves around.

"Um... Uh, them!" Spike pointed and approaching the games were the other friends Fluttershy, Rarity, and Pinkie Pie ready to watch the games.

"Let the games begin!" Spike announced and the ponies started cheering in excitement. The first competition was to see who can run the fastest time avoiding barrels as obstacles. If they are touched the player loses 5 seconds from their record. Applejack was up first.

"Ready, set, go!" Twilight counted down and Spike started the timer and Applejack began running as fast as she could. She was avoiding the barrels really well until she accidentally lost her balance a little and tipped one of the barrels.

"Dagnabit." Applejack muttered frustratedly and crosses the finish line.

"Time, Spike?" Twilight asked.

"17 seconds." Spike announced.

"You're kiddin'! That breaks my record from last year's rodeo." Applejack said in surprise. Dash too was in complete shock.

"But you got a five second penalty for nudging the barrel." Spike reminded.

"[sigh] Nuts n' shrews. Still, that's 22 seconds. Not too shabby." Applejack complimented herself. Then she notices Dash sweating with a nervous look on her face.

"Hey, don't be nervous. Remember, it's all in good fun. Now git on up there." Applejack encouraged and Dash went up to the starting line.

"Ready, set, go!" Twilight counted down again and Spike hits the timer just as Dash took off swiftly surprising everyone. She dodging the barrels smoothly and manage to pass the barrel Applejack bumped earlier. Dash crosses the finish line and Spike stops the timer.

"Woo! That was some fancy hoofwork there, Rainbow!" Applejack complimented.

"[pant] Thanks, but I [pant] couldn't have been as fast as you." Dash admitted while sweating.

"What was the time on that, Spike?" Applejack asked.

"18 seconds!" Spike answered in surprise.

"[gasp] 18 seconds. Rainbow, are you sure you're not secretly a rodeo pony?" Applejack asked playfully leaning on Dash also in shock.

"Yeah, that was fast. If AJ hadn't hit that barrel, she would have beaten you by just a second." Zach pointed out.

"Rainbow Dash wins the barrel lead!" Twilight announced lifting Dash's hoof up in the air in congratulations and Fluttershy puts a point up on a board with the pegasus picture on it representing Dash and an earth pony on the bottom with a zero next to it representing Applejack.

"Oh, I can't believe I won." Dash pointed out excitingly while floating in the air.

"Yeah, well, don't you go gettin' used to it." Applejack said and forced Dash to the ground with competitive looks on their faces. Next event was a test of strength by bucking a target bell and see who can hit it more forcefully. Dash was up first this time and bucks it managing to hit the bell. Ponies who have seen the event was going on and decided to watch cheered in excitement with Dash cheering to herself as well. Dash comes up to Applejack with a smug grin on her face who was resting by a tree with a wheat plant resting in her mouth.

"Mighty respectable, [spit] but let me show ya how it's really done." Applejack said and approached the bell. She gets in her bucking stance and with only one hoof she kicked the bell target and smashed it to pieces and the bell ringer flys up high in the air breaking the bell off from the top. The crowd cheered even louder to see the farmer win. Dash was in complete shock to see her strength.

"AJ wins the bell bucking!" Zach announced.

"Years of applebuckin'." Applejack explained and kicked the tree Dash was lying by still in shock and apples started falling onto her head. As Fluttershy puts on Applejack's first point tying the exciting competition two more apples fall on Dash's head still surprised. Next was a rodeo competition. The Apple family cheered as this was their favorite sport. Applejack was up first again.

"Why me?" Spike muttered nervously as he agreed to be the rider.

"Because you agreed to." Zach explained.

"Go!" Twilight shouted and Applejack started to try and buck Spike off of her. Spike screams as he holds on for dear life on Applejack's tail until finally letting go flying high into the air and landed in a stack of hay near by.

"Ouch." Spike muttered. Out comes Dash hiding in the hay with Spike on her.

"Ready for another pony ride?" Dash asked with determination.

"No." Spike simply answered nervously.

"Go!" Twilight shouts again and Dash starts hopping repeatedly with Spike vibrating on her and just like that got him off and sends him flying up the air again.

"Rainbow Dash wins the bronco-buck." Twilight announced. Spike then landed on the score board just as Fluttershy puts up another point for Dash.

"And I lose." Spike muttered tiredly. Another rodeo challenge was in order and the crowd grows in immense numbers. The two have to try and lasso Spike who was wearing bull horns on his head with an unamused look on his face. The first one to tie him up wins. Dash was having a hard time spinning the lasso and keeping it in control while Applejack who had years of experience on this had no problem and did her through the lasso trick. She then through the rope and caught Spike by the legs which instantly tied him up and tugged him with him screaming in the air and landed near her with roses being thrown to her in congratulations.

"How do I get roped into these things?" Spike asked himself in frustration stuggling to get out of the ropes. The two then heard grunting and looked to see Dash tied up on a tree trying to get herself out.

"Does this count?" Dash asked.

"Nope. AJ wins the lasso." Zach announces and even the birds who rest on top of the score board shakes their head in agreement and Fluttershy puts up another point for Applejack. Next challenges were ball bouncing which Dash had no problem of since she is a proffesional ball bouncer and wins herself another point. Hay tossing was next and Dash throws hers near the end of the line and sticks her tongue out and made a rasberry at Applejack sure that she got that one game in the bag but got what was coming to her as Applejack's heavy stack of hay lands on top of her and passed Dash's hay thus winning this challenge. Hoof wrestle came and Dash takes the event like it was nothing forcing Applejack to the ground. Hoof ball kicking was next and the two kicked it to the sky nearing a couple pegasi who lie on a cloud and watched Dash's ball pass below them but ducked to see Applejack's ball go right over them in surprise. It was heading right for Fluttershy and she gasped seeing it come to her and raised the point mark in the air which made contact with the ball and releases it also instantly getting to Applejack's points. Fluttershy raised her hooves up in the air in a touchdown fasion. Moments later at half-time the two competetors are still tied and the match up is still on.

"Fillies and gentlecolts, at the halfway point our competitors are tied at 5 and 5." Spike announced with the stick still acting like a commentator.

"Who are you talking to?" Twilight asked in confusion.

"Them!" Spike pointed around and to the two pony's surprise their was an audience of ponies cheering and watching the games go by excited to see two great athletes go head to head.

"Wow. That was fast." Zach mentioned in surprise as well. After the break the two started doing 100 push ups to see who can get to one-hundred first.

"95, 96, 97, 98, 99..." Twilight counted as the two stuggle to get to the hundreth mark. Dash then used her wings to give her a boost and pushes up.

"A hundred!" Twilight finally counted.

"Yes!" Dash cheered and Applejack falls to the ground.

"Be a good sport, Applejack." Applejack muttered to herself and kept her anger in. Next was a jumping challenge to see who can jump the farthest. Applejack manages to get to the sand area and get a pretty good distance. Dash got a little nervous and went for it. When she was about to land she sees she wasn't going to make it so she used her wings to float a couple inches in front of Applejack's spot and won. Applejack was beyond impressed. Next was to get baby chicks across a mud path and get them back to their mothers. As they went Applejack's walking was tracking mud all over her and getting on the chicks and they were not having fun so they left her back and went to Dash. As soon as Applejack notices the chicks were gone from her back she notices them with Dash on her wings covering the mud from getting on the chicks. Applejack was getting irritated at Dash's cheating.

"All right, you two. This is the final event. Give it all you've got." Twilight cheered. The last challenge was a battle of tug-a-war and the mud was out of bounds area in front of them. Spike then waved the flag and the two started pulling with all the strength they can muster. Dash was getting pulled easily by Applejack's strength and looked like she was going to win.

"Looks like the workhorse might come out ahead in this one." Spike announced but Dash was not going to let herself lose that easily. Just as she was about to fall in the mud pit she flew up in the air and brought Applejack up with her.

"That's not fair. You can't use your wings to help you win." Applejack mumbled through the rope in her mouth.

"Huh?" Dash asked with her hoof up in ear also with the rope in her mouth.

"You're cheatin'!

"I can't understand you with that rope in your mouth."

"I said... uh-oh." Applejack let go of the rope and realize what she just did. She fell to the mud pit and got herself dirty. The crowd cheered and Dash allowed herself to put up a fifteenth point up winning by ten over Applejack.

"Woo-hoo! I win by a landslide... or mudslide in your case. [chuckles] I am the Iron Pony!" Dash cheered victoriously up in the air with two pegasi holding a rainbow banner behind them in front of the sun.

"Only 'cause you cheated." Applejack pointed out angrily.

"What?" Dash asked in anger and disbelief and flew back down to Applejack.

"You used your wingpower to help you win over half those contests."

"Sounds like sour apples to me."

"Are you sayin' you didn't use your wings?"

"Well... no. But you never said I couldn't use my wings."

"I didn't think I needed to tell you to play fair."

"Actually, AJ has a good point. According to the Iron Pony Competition rule book, it says if a unicorn or pegasus was to participate in this, and since earth pony's don't have much ability, they are not allowed to use magic or flight. So basically, you cheated in most of these events and got yourself disqualified." Zach read in a big brown book that titles Iron Pony Competition Rule Manual.

"WHAT?" Dash shouted in total disbelief.

"Hah! Told ya." Applejack pointed out proudly.

"But that dosen't mean AJ won either. Since the games just officially ended, we can't start it over." Zach pointed out.

"Well, I still would have won even without my wings." Dash said.

"Hah! Prove it." Applejack challenged.

"Gladly. How?" Dash asked.

"Um... actually, how can she prove it?" Applejack asked in confusion. Zach rubbed his chin and pondered for a solution. Then a great idea popped in his head.

"Oh, I know. Tomorrow is the annual Running of the Leaves, right. As I heard, it's also a race, to take down the Fall season leaves as you travel through the parks and forests. You should compete in that." Zach suggested.

"Done then. I challenge you to race me in it." Applejack challenged.

"Heh! Easy shmeasy." Dash chuckled.

"Hold on! There is one condition: the point is to run, so no wings allowed."

"No wings? No problem." the two then spat on their hooves and bumped them with their heads close together with competiveness in their eyes. Dash then made a rasberry unexpectedly which made the two chuckle a little but regained their sharp looks at each other. The next morning Zach, Twilight, and Spike made their way to the race but stopped to see a lone butterfly soar near them.

"Zach, Twilight, hurry up, we're gonna be late for the race." Spike urged impatiently.

"Why are you so excited about the race? It's only for ponies." Twilight reminded.

"Yeah, but I'm hoping I can be the announcer again. Just listen: Fillies and gentlecolts, welcome to the annual Running of the-" Spike stopped after trying to show off his comentating acting with his stick after hearing a familiar voice shouted out.

"Welcome to the annual Running of the Leaves! This is Pinkie Pie, your official p-eye-in-the-sky announcer." it was Pinkie in a hot air balloon with a mega phone tied near her. Spike threw the stick away in frustration.

"Sorry, Spike. I guess that job's already taken." Twilight said.

"Maybe next year, buddy." Zach said and resumed their way to the starting line.

"As everypony knows, the running is a very important tradition, for without it, the autumn leaves of Equestria would never fall. So get ready, ponies. The Running of the Leaves will begin in five minutes." Pinkie announced while in the air. The racers including Applejack assembled near the starting line with number tags on their flanks and stretching out to get ready. Applejack had the number 8 on her flank to know which pony she is.

"Pardon me, excuse me. Make way for the Iron Pony." Dash comes in smugly with a proud smile on her face and with the number 11 tag on her flank.

"The Iron phony, you mean." Applejack corrected irritably.

"So, Applejack, you ready to win second place?"

"I'm ready to run a good, clean race.

"Yeah, yeah..."

"You are not allowed to use your wings."

"I could win this race with both wings tied behind my back." Dash said which gave Applejack a really good idea. She literally tied Dash's wings up around her back so she can't open them. Dash however was not happy about the change.

"Trussed up like a turkey. Well, a turkey who can't fly, that is." Applejack joked.

"Very funny." Dash said sarcastically.

"'least now we know we're racin' fair and square." Applejack mentioned and trumpets sounded signaling the start of the race.

"Racers! Please take your positions!" Pinkie announced.

"Um... Pinkie Pie?" Spike called out underneath the hot air balloon.

"Hey, Spike! What's up? Oh wait, it me, I'm up! [laugh]" Pinkie laughed.

"Uh, yeah. I know you're doing the announcing today and stuff and... I'm sure you're gonna do a great job and all, but... I was just wondering..."

"What?"

"Aw... Forget it." Spike said gloomly and was about to walk away.

"Spike! Would you like to be my co-reporter? We could comment on the action together." Pinkie pointed out.

"We could?"

"Climb on up." Pinkie lowered down a rope and Spike comes on up with a ecstatic attitude. Applejack and Dash were in racing positions until they noticed Zach and Twillight next to them with the numbers 3 and 42 on their flanks reading a scroll and send it away.

"Zach, Twilight? What in tarnation are you two doin' up here?" Applejack asked in confusion.

"We're racing." Twilight simply answered.

"[laughs] Good one, guys. [chuckle]" Dash laughed out loud.

"We're not joking." Twilight assured.

"What? You're not an athlete, you're a... well... you're an egghead." Dash insulted.

"I am not an egghead, I am well read." Twilight said.

"Egghead." Dash whispered which made Applejack join along but Zach was not amused.

"Say that again. I dare ya." Zach whispered through his gritting teeth and in return gets a sheepish smile from Dash.

"But have you ever run a race?" Applejack asked.

"Well, no, but I do know a lot about running." Twilight admitted which made the two snicker again.

"And you know this from..." Dash asked.

"Books. I've read several on the subject." Twilight answered. Dash lost control and fell to the ground laughing hard.

"What'd you read, "The Egghead's Guide to Running"? Did you stretch out your eye muscles to warm up? [laugh] Get it? Eye muscles." Dash laughed but Zach and Twilight were not amused.

"Scoff if you must, Rainbow. But the running of the leaves is a Ponyville tradition, and since I'm here to learn, I've decided I should experience it myself." Twilight said.

"Well, I think that's just dandy, Twilight. Good luck. [snickers]" Applejack laughed.

"Yeah. See you at the finish line... Tomorrow." Dash mocked.

"You'll get what's coming. You'll see." Zach assured.

"All right, ponies, are you ready?" Pinkie announced signaling the start of the race.

"Get set." Spike counted down and the racers went into their positions. Soon the bells ring and the racers were off and galloping with the leaves falling as they go.

"And they're off! Welcome to the official coverage of the Running of the Leaves! You know, Spike, despite its name, the leaves don't do any of the actual running. No, that's left to My Little Ponies." Pinkie pointed out randomly as she and Spike fly at the sides and above the race.

"Why, yes, Pinkie, it's the running of the ponies that causes the leaves to fall." Spike explained.

"Ugh. Those lazy, lazy leaves. But this year, the run is about more than the weather. It's about the race to the finish and the two runners who want to win it: Applejack and Rainbow Dash."

"You know, Pinkie, these two ponies have a bit of a grudge match they're trying to settle. Trying to prove who's the most athletic."

"Yes, and 'grudge' rhymes with 'fudge'."

"Yes it... does. What?" Spike whispered in confusion.

"And I like fudge. But if I eat too much fudge I get a pudge and then I can't budge."

"So... no fudge?"

"Oh, no thanks. I had a big breakfast. Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck in neck. But what's this? Applejack is making a move, she's now ahead by a nose. But Rainbow Dash pulls at Applejack's have-it and takes the lead. She's ahead by half a nose. Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose..." Pinkie blabbed and notices Spike gives her an annoyed look and gives him a sheepish smile.

"Roughly speaking. Applejack sees this move and pushes forth with her strong workhorse legs slinking ahead by three hundred and fifty noses!" Pinkie pointed out.

"Not so easy without wings, is it?" Applejack asked Dash from behind with a satisfied smile.

"Come on, Rainbow. Show 'em a little dash." Dash encouraged herself and started sprinting up to Applejack.

"Ho-hold your horses, Pinkie! Rainbow Dash is catching up the frontrunner Applejack!" Spike said excitingly.

"What an upset. I thought Applejack had this in the bag." Pinkie admitted.

"You didn't think I was gonna let you off that easily, did you?" Dash asked and without looking Applejack tripped on a rock and slid on the dirt with the trailing racers passing by her along with the leaves falling by her.

"I don't believe it." Applejack said angrily.

"I know, it's beautiful, isn't it?" Twilight came along with Zach by her side admiring the scenery.

"Not the scenery, Twilight. Rainbow Dash just tripped me." Applejack assumed.

"She did not." Twilight corected.

"She did too!"

"She did not, and if you slowed down and looked where you're going, like me, you'd see that you tripped over a rock." Twilight pointed at the rock near by.

"What? Oh, hayseed! Now I got a lot of ground to make up to catch Rainbow." Applejack complained looking at the galloping racers in the distance and sprinted to catch up.

"Just be careful!" Twilight warned.

"And don't get too caught up at beating Dash! Do you think she can control her competitive war with Dash?" Zach asked.

"To be honest... no." Twilight answered as the two continued to walk and study the wilderness.

"Should I go and make sure they don't do anything drastic?"

"Nah, let them learn this on their own. Let's just enjoy the stroll and the autumn leaves." Twilight suggested and Zach nodded in agreement. Meanwhile with Dash who looked back while galloping sees nopony behind her and slowed down taking a small break and sigh.

"See you at the finish line!" Applejack came out of nowhere and surprised Dash as she stopped in her tracks with her mouth agaped.

"I don't believe it. After a huge setback, Applejack is back at the front of the pack." Spike said in disbelief.

"She's the head of the pack, all right. The pick of the litter! The cat's pajamas! Oh wait, why would Applejack take some poor kitty's PJs? That's not very sporting of her." Pinkie said in her random speaking.

"Oookay... Let's get back to the race." Spike suggested. Dash then resumed her running and starts to catch up with Applejack.

"Not so fast, Applejack! This race isn't over yet!" Dash assured in a serious attitude.

"It is for you. Heh." Applejack chuckled and without looking Dash unexpectedly tripped over a stump and landed on the ground. The pack of galloping ponies behind come zooming by making the leaves fall on her and stack on top of her.

"Guh, I don't believe it, Applejack tripped me." Dash assumed in anger.

"Don't you ponies ever look where you're going? You tripped on a stump. See?" Twilight pointed at the lone stump in the middle of the path.

"Oh, I see. A big cheater is what I see." Dash said angrily.

"Coming from the pony who had to use her wings to help her win." Zach whispered to Twilight.

"Rainbow, Applejack would never cheat. It was just an accident." Twilight assured.

"Sure it was." Dash said sarcastically. She then notices the serious looks on the two and quickly changed her expression and tone.

"I mean, yeah, I'm sure it was." Dash agreed.

"Remember, Rainbow, this is just a game." Twilight reminded as she and Zach returned to their trotting down the path.

"Yes, but the rules have changed, and two can play at that game." Dash whispered to herself with a sadistic smile on her face. Moments later as Dash catches up the two balloon riders commentate on the action.

"Welcome back, Ponyvillians, it's me, Pinkie Pie." Pinkie announced.

"And Spike. Looks like Rainbow is doing her best to catch up." Spike added.

"I'm not sure how ketchup is going to help her in this contest. Now, in a hot dog eating contest it can make them doggies nice and slippery, but personally I prefer mustard. How about you, Spike?"

"Uh... I... like... pickles?"

"Aaand it looks like Applejack has found herself in quite a pickle as Rainbow overtakes her." Pinkie pointed out as Dash sprints to take the lead.

"Look, ma, no wings." Dash taunted as she gallops in front of Applejack entering another forest.

"As the racers enter Equestria's Whitetail Wood, Rainbow Dash is back in the lead." Spike announced as he and Pinkie travel above the forest. Dash then sees a branch in front of her and chuckles as an idea comes up. She graps the branch as she runs and lets it go as she gets in front of it. Applejack gasped just as the branch smacks her in the face forcing her back to the ground. She gets back and spits out the leaves that were in her mouth with an angry look on her face.

"Hey, Rainbow!" Applejack called out but Dash rudely makes a rasberry at her as she runs.

"[gasp] Why, that little cheater did that on purpose. It's on." Applejack growled and looks at the branch with a plan of herself in her head. She pulls the branch while sitting on another one close by and lets go of the branch she was sitting on and lets the branch she pulled slingshot her to the distance.

"Nice one, Rainbow." Dash whispered to herself proudly as she runs.

"Later!" Applejack shouted out of nowhere as she flys by Dash. She growls in frustration and sprints as fast she could to catch up. As Applejack got back on her hooves and continued running she notices Dash was already catching up to her but sees a beehive on a tree branch on a near by tree. She stopped and quickly bucked trying to shake it off. Dash notices the beehive as it falls. As Applejack runs thinking she helped herself she notices Dash zooms by screaming trying to get away from the chasing bees which helped her gained some speed. Dash then notices two seperate pathways with a bush in between them and hides in it fooling the bees and sends them away. Dash comes out and notices an arrow sign pointing at the right pathway signing the right way to go. She flips it to the opposite side and hid back in the bush Just as Applejack approaches and follows the direction going up a hill. Dash laughs in amusement in her victory but wasn't paying attention to see the other racing ponies galloped on by. She then hears voices come from behind and notices Zach and Twilight come by admiring the view and quickly turns the sign back to it's original state so they won't noticed she's been cheating.

"Hey, Rainbow, shouldn't you be up ahead?" Twilight asked.

"[chuckling] I'm sure I'll win now." Dash laughed.

"Except that the other racers just passed you." Twilight pointed out and Dash realizes her mistake.

"Oh horse apples... See ya!" Dash shouted out quickly and galloped back down to catch up to the other racers.

"So, has she and Applejack been doing a clean competition?" Twilight asked thinking Zach looked into her memories.

"Unfortunately, no. These two are so caught up at trying to beat each other, they've been doing what ever they can to try and stop the other." Zach answered.

"Told you. Oh well, we shouldn't worry about the foolishness they're doing. Let's get back to the race."

"Right." Zach agreed and the two resumed their usual pace. Meanwhile with Applejack she continues to run up the hill thinking it's the right path but quickly stops from falling off a cliff and stood there bewildered.

"Applejack, what are you doing up here?" Pinkie asked on the balloon just above Applejack near the edge of the cliff.

"There aren't even any trees." Spike pointed out.

"Er, no, but the sign's pointed this way... Rainbow." Applejack muttered in realization and anger.

"Mind giving me a lift?" Applejack asked. They agreed to give Applejack a ride by holding onto a rope and took her right in front of the pack surprising Dash.

"What the hay? You said no flying!" Dash reminded in disbelief.

"No, I said no wings." Applejack corrected and ran into another forest filled with sap filling buckets readying to become sweet maple syrup.

"I must say, Spike, that this has been the most interesting Running of the Leaves in Equestria history!" Pinkie stated excitingly.

"With the most interesting announcing." Spike muttered to himself. Applejack notices a bucket of sap and kicks it spilling it on the ground. Dash without noticing the sticky substance on the ground steps right into it and got herself stuck unable to get out of the trap.

"But it isn't the running that's been fascinating. It's the lack of running!" Pinkie added. The other racers then passed by avoiding the sap. Dash then struggles to get out making one forceful step after another stretching the sap with her. Then she couldn't pull anymore as the strethed goo pulls her back far but had an idea and leans forward allowing her to slingshot forward similar to Applejack's branch shot and was freed from the sap zooming by the the leading racers and then spinning Applejack like a tornado. While Applejack spins in a rapid speed she manages to suck Dash in and the two screams in desperation as they approached a mountain crashes into a wall. As they regained their composure they realized they were near each other and quickly got back up seperating with fierce looks on their faces. Suddenly the slab of rock they stand on begins to crack and breaks off sliding them down to the ground screaming. They watched the other racers pass by as they slid down back to the path.

"Forgive me, girls. I know I'm not an athlete, but shouldn't the Running of the Leaves actually involve running?" Twilight reminded with Zach by her side as they trot on by.

"You know, I think Twilight's right." Dash agreed.

"You do?" Applejack asked in surprise.

"Yeah! If you wanna beat me, you better... RUUUN!" Dash took the advantage and galloped away but Applejack regained her focus and sprinted near Dash again neck-to-neck.

"Once again, Rainbow Dash and Applejack are neck in neck, jockeying for position. Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack-" Pinkie announced as the two began trading the lead. The two noticed the finish line was just yards away with the crowd awaiting their arrival and Dash made an unexpected move as she bumps into Applejack trying to slow her down.

"Oh no, she di'int!" Spike stated just as Applejack countered with a bump of her own.

"Oh yes, she di'id!" Pinkie corrected excitingly. Dash made another bump and Applejack was getting irritated.

"Cut it out!" Applejack demanded.

"No, you cut it out!" Dash countered.

"You started it."

"And now I'm gonna finish it." Dash said and started running as fast as she could.

"Oh no, you won't." Applejack disagreed and grabbed her by the tail with her mouth and pulled her back getting her back in the lead.

"Oh yes, I will." Dash said and did the same action. Applejack tried to grab her again but caught the rope instead and cut it off freeing Dash's wings.

"That's it! All bets are off!" Dash exclaimed and started to fly into the air.

"Oh no, you don't." Applejack shouted and jumped for her as the crowd watches in awe. As she grabs Dash they landed to the ground and began fighting each other.

"It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash-" Pinkie started banging her hoof on the side of the balloon excitingly and the two fighters crossed the finish line at the same time. As the two stopped fighting they got back on their hooves with bruises and scratches on them and started bickering again.

"I won!" Dash shouted ecstatically.

"No, I won!" Applejack corrected.

"I won!" Dash retorted angrily and the two started staring at each other with piercing eyes.

"You tied!" Spike announced on the balloon.

"Tied?" the two said in unison and disbelief.

"For first?" Applejack asked.

"For last." Pinkie answered.

"LAST?" Applejack said in total disbelief.

"Then who won?" Dash asked. Then came two familiar pony colors with medals around their necks. It was none other than Zach and Twilight approaching the two surprised agaped pony's.

"YOU?" the two said in unison and shock.

"Oh no, it was Zach that won it, but I did get fifth place, which is rather good considering that I've never run a race before." Twilight admitted.

"What? How's that even possible?" Applejack asked in confusion.

"You two ran so slow, and looked at the scenery." Dash pointed out.

"Exactly. I paced myself, just like my book said. Then at the end, when all the other ponies were worn out, I sprinted to the finish." Twilight explained pointing at the other exhausted panting racers on the ground.

"And not to gloat, but since I am a colt and I have stronger legs, I was able to run the fastest. But I couldn't have won this if it wasn't for Twilight's advice. So, she is the real winner and deserves it more than I do." Zach stated and used his unicorn magic and levitated it around Twilight's neck giving her two medals. Twilight then gave him a warm smile which he returned.

"I don't believe it. Zach and Twilight beat us." Dash pointed out in total disbelief.

"You probably thought you were up at first, because Pinkie and Spike keeps putting the focus on you two!" Zach said looking up at the two who gave him sheepish smiles.

"What? They were doing the most action out of all the racers. What did you want me to talk about, change the subject and talk about the other racers?" Pinkie asked.

"It would've been better than cats wearing pajamas." Spike whispered to himself rolling his eyes in annoyance.

"Plus, with all your horsing around, it was quite easy." Twilight added.

"Let's not forget the cheating you both did." Zach reminded.

"You're right, guys. Our behavior was just terrible." Applejack admitted shamefully.

"We weren't very good sports." Dash agreed also in shame.

"Sounds to me that an important lesson was learned." a familiar and majestic voice said and the crowd bowed before the ruler of Equestria herself Princess Celestia who approaches the four.

"Princess Celestia?" the four said in surprise and bowed as well.

"W... What are you doin' here?" Applejack asked in surprise.

"Fall is one of my favorite seasons, so I came to celebrate the Running of the Leaves." Celestia explained.

"I'm sorry you had to see us being such poor sport, Princess." Applejack apologized.

"That's all right, Applejack. Anypony can get swept up in the excitement of competition." Celestia said happily.

"It's important to remember that the friendship is always more important than the competition." Twilight said.

"Even if you two have your differences, it's also nice to share the glory once in a while." Zach added.

"Exactly, Zachary and Twilight. Now, unfortunately, because the two of you were busy tricking each other instead of shaking down leaves, many of the lovely trees of Equestria are still covered." Celestia pointed out the still covered red, orange, and yellow trees in the distance.

"Why, Princess, I bet we can knock those leaves down for you lickety-split. Whaddya say, friend? Wanna go for another run?" Applejack asked with a playful smile.

"I'd love to stretch my legs." Dash agreed and the two galloped away leaving the princess and her students with proud smiles on their faces. As the two run taking down the leaves as they go they look at each other with smiles on their faces showing they are sorry for their actions and that from now on they will have fair competitions and share the fun together.

"Oh, Opalescence. Can't you just picture it? Moi, stepping up in a stunning new gown at the Grand Galloping Gala in Canterlot!" at Carousel Boutique Rarity adores a sketch of a dress she is making for herself to appear amazingly at the Grand Galloping Gala which is only a couple weeks away. Her cat Opal lies on a pony mannequin which helps Rarity make the clothes at the right size with a pink fabric under her like a blanket. Rarity then comes over and swipes it out from under Opal and brings her down. As she landed she made a meow and went to find a new place to rest.

"Why, yes! I did make it myself. Thank you so much for asking." Rarity said with the fabric wrapped around her neck like a scarf and puckered her lips in a fashionista expression and fluttered her eyes in the process. Opal then found antother piece of fabric on the ground and lied down making herself comfortable. But it was again pulled from under her as Rarity places it under the sewing machine so she can stitch. Opal gets off of it and made an irritated growl.

"Oh Opal, of course you can help me. Thank you." Rarity thanked and grabbed Opal putting her on the table and placed a needle cushion in her mouth. She made another muffled growl irritably while holding the cushion.

"What's that? You want to help me more! Oh, aren't you the sweetest thing?" Rarity cooed and gave Opal more stitching equipment and struggles to balance with spools, glue, scissors, and measuring tape on her with one paw.

"Careful now. Don't move. This shouldn't take long at all." Rarity promised as she stitches her incomplete dress but knowing her as her pet poor Opal knew that wasn't true and rolled her eyes and made a soft meowing sigh.

-Main music plays-

As Rarity continues to sew her dress design there was knocking at her bedroom door.

"Howdy, Rarity!" Applejack barged in and greeted loudly with Twilight Sparkle and Zach Lanson by her sides.

"Shh... Can't you see Rarity is trying to concentrate?" Twilight whispered as Rarity sews the base of her dress.

"You know how much she hates it when others interupt her work." Zach reminded.

"What do you think she's makin'?" Applejack asked quietly.

"Looks like a dress." Twilight said.

"Well, that makes sense. Since this is a dressmaker's shop and all." Applejack pointed out in obvious. Rarity was getting irritated at there nagging and tried to keep her calm.

"Is there something I can help you with?" Rarity asked politely and turned around trying to give a welcoming smile.

"Oh, so very sorry to trouble you, Rarity, but I need a quick favor. Could you please fix the button for me? It's my dress for the Grand Galloping Gala." Twilight brought out a red, orange, and yellow dress with two buttons in the middle from her saddle bag and the bottom one was nearly ready to come off.

"[gasp] Oh, no, no, no! You can't wear this... old thing. You need a glamorous new outfit for the Gala and I'll make it for you. No problem at all. It will be my pleasure!" Rarity insisted.

"Oh, that's really sweet of you to offer, Rarity, but I can't let you do that. It would be so much work. This dress is fine." Twilight assured.

"Twilight Sparkle. I insist on making you a new dress."

"But-"

"Not another word! I won't take no for an answer."

"Well, in that case... Thank you for your generosity, Rarity. Knowing your handiwork, I'm sure it will be absolutely beautiful." Twilight said.

"I'm sure it will." Zach agreed. Rarity then looked at Applejack with an annoyed look and came to a conclusion.

"Let me guess, Applejack. You don't want a new gown either." Rarity pointed out.

"Gown? Shoot. I was just gonna wear my old work duds." Applejack said.

"Ugh. You can't possibly be serious, Applejack! You absolutely must wear formal attire." Rarity urged.

"Hm... Nah." Applejack tapped her chin a couple times and declined.

"What if I just spruce up your... duds for you a little bit?"

"Um... okay, sure. Why not? Since you're up for it and all. Just don't make them too... froufrou-y."

"Deal!" Rarity agreed.

"Look out below!" a voice from above shouted out and crashing through the ceiling was Rainbow Dash landing on the ground and bouncing to a pile of pony models. Dash comes out with fabric in a variety of colors tangled around her and a bucket on her head.

"Sorry. New trick. Didn't quite work." Dash abologized. Rarity rested her hoof on her chin and pondered for a moment until a brilliant idea strucked in her head.

"[gasp] Idea! I'll make you an outfit for the Gala too, Rainbow Dash." Rarity offered. Dash looked around bewilderdly and confusedly.

"Outfit for the what now?" Dash asked completly forgetting the Gala.

"The Grand Galloping Gala, duh. Which is in a couple weeks I might add." Zach reminded.

"Oh Yeah." Dash remembered.

"I'll also make a magnificent suit for the dashing gentlecolt, as well." Rarity added which aslo made Zach lightly blush at the comment.

"Oh, why, I don't think I would call myself that, but thank you for the compliment and the offer." Zach thanked.

"I'll make one for you and you and all of you. Oh! And of course Pinkie and Fluttershy too. Oh, and when I'm done, we can hold our very own fashion show!" Rarity said excitingly.

"I'll make one for you and you and all of you. Oh! And of course Pinkie and Fluttershy too. Oh, and when I'm done, we can hold our very own fashion show!" Rarity said excitingly.

"What a great idea! If you're sure you can handle it." Twilight said.

"Oh, it'll be a little bit of work, but it will be a wonderful boost for my business. Plus, fun!" Rarity pointed out playfully as she gets out rolls of fabric from her shelves to get started on sewing the dresses.

"Oh, I love fun things!" Dash said happily.

"Then it's settled. We'll have a fashion show starring us." Rarity said as she rolled out the fabric on the table and the others cheered as she cuts a section of one of the fabrics starting her work.

"So all you have to do is make a different, stunning, original, amazing outfit for one, two, three, four, five... plus yourself, six ponies? And lickety split?" Applejack asked in curiosity.

"Oh, Applejack. You make it sound as if it's going to be hard." Rarity laughed playfully. As the rest left to let Rarity start on her work she sings a tune to get her fashion eyes going.

---

"Thread by thread, stitching it together

Twilight's dress, cutting out the pattern snip by snip

Making sure the fabric folds nicely

It's the perfect color and so hip

Always gotta keep in mind my pacing

Making sure the clothes' correctly facing

I'm stitching Twilight's dress

---

Yard by yard, fussing on the details

Jewel neckline, don't you know a stitch in time saves nine?

Make her something perfect to inspire

Even though she hates formal attire

Gotta mind those intimate details

Even though she's more concerned with sales

It's Applejack's new dress

---

Dressmaking's easy, for Pinkie Pie something pink

Fluttershy something breezy

Blend color and form,

Do you think it looks cheesy?

---

Something brash, perhaps quite fetching

Hook and eye, couldn't you just simply die?

Making sure it fits forelock and crest

Don't forget some magic in the dress

Even though it rides high on the flank

Rainbow won't look like a tank

I'm stitching Rainbow's dress

---

Piece by piece, snip by snip

Croup, dock, haunch, shoulders, hip

Thread by thread, primmed and pressed

Yard by yard, never stressed

And that's the art of the dress!" Rarity sung and was finished. She then invited the gang over to look at their new uniforms. They kept their eyes shut instructed by Rarity as a surprise as they listen to her voice while walking along.

"That's it. Keep them closed. Don't look. Okay, you can look now!" Rarity said and they all opened their eyes and gasped in surprise by the sight. From left to right in order were the attires of the six Applejack, Zach, Twilight, Fluttershy, Dash, and Pinkie Pie in styles that nearly proceed them wit Opal nuzzling in delight by Rarity's creations. Applejack's were in a farming style with green flaming boots with a new hat and saddle and apples on on them. Zach's was a classy black tuxedo with a gray tie, golden buttons on the white waist coat, and long pants. Twilight's was a starry image on the edges and on the saddle with a star pin on the ear. Fluttershy's was a green forest design with a butterfly collar and ear pin. Dash's has the rainbow pattern on the back with cotton around the rims like clouds, a grape necklace, golden shoe straps, and a greek styled crown. Pinkie's had the design of a candy shop owner with pink and blue trimming along with some bowties for affect.

"These are your new outfits. What do you think of your old duds now, Applejack? Pretty swanky, are they not? Zach darling, I think this suit will make you look the most dashing out of every gentlecolt, would you agree? And Twilight! I made this dress for you and I designed each outfit theme to perfectly reflect each pony's unique personality. Oh, it took me forever to get the colors right on this one, Rainbow Dash, but I did it. Oh, and it turned out BEAUTIFUL, don't you think? Ooo, and I know you are going to love yours, Fluttershy. It just sings spring! And Pinkie Pie, look! Pink! Your favorite! Aren't they all amazing?" Rarity asked excitingly. The group had blank expressions on their faces and Rarity blinked a couple times in worry.

"Well I'll be the first, I think mine is great Rarity. Thank you." Zach thanked.

"Oh why that's good to hear. What about the rest of you." Rarity asked.

"Wow... They're..." Twilight stammered.

"Yeah, they're..." Dash joined also stuttering.

"They sure are... sumth'n." Applejack said with a nervous smile.

"Yes! Something." Twilight quickly said.

"I love something! Something is my favorite!" Pinkie added also trying to coax a smile.

"It's... nice." Fluttershy said with a dissapointed expression with her ears drooped.

"But what's the matter? Don't you like them?" Rarity asked sensing that their was a problem.

"They're very nice..." Twilight assured.

"And we're plum grateful cause you worked so hard on them." Applejack said.

"Mine's just not as cool as I was imagining." Dash admitted rudely and the group gave her scowling looks.

"She asked." Dash pointed out defensively.

"I guess what we're all saying is that they're just not what we had in mind." Twilight said and the girls agreed which lowered Rarity's self esteem.

"That's okay. Not a problem. There's plenty more where that came from. They were only a first pass. You're my friends and I want you to be 110% satisfied. Not to worry, I'll redo them." Rarity guaranteed.

"Oh, Rarity. You don't have to do that. They're fine." Fluttershy assured.

"I want them to be better that just fine. I want you to think they're absolutely perfect." Rarity insisted.

"Are you sure? I mean, we wouldn't wanna impose." Applejack asked.

"Oh, it's no imposition. Really, I insist." Rarity assured.

"Well, in that case... Thank you again, Rarity." Twilight thanked and the group left with Rarity giggling nervously. Before Zach left he gave Rarity a worried look knowing it's not going to go well.

"What have I gotten myself into?" Rarity asked herself with Opal meowing as an answer. Rarity was then working herself to the bone as fast as she can to try and get the dresses done before sun down. Her mane became all mussed and messy with the curly fashion out of whack. Fluttershy then enters the room.

"Hello? You wanted to see me, Rarity?" Fluttershy asked.

"Fluttershy! Your new-new gown's ready. I completely revised it and I know you're going to love it." Rarity assured. Soon Fluttershy was in a new dress similar to the last one.

"What do you think?" Rarity asked excitingly.

"I... love it." Fluttershy hesitated.

"Oh, you're just saying that."

"No, no. I do. It's... nice."

"Nice?"

"Nice."

"If you don't like it, you should just tell me."

"Oh, but I do like it."

"Like it or love it?" Rarity asked again and started pushing Fluttershy back to a wall.

"Um... both?

"Which is it?"

"Please stop asking me this, I..."

"Well, just tell me what you really think."

"No, that's okay..."

"Tell me."

"No... it's fine..."

"Tell me!"

"I... like it..."

"Tell me, tell me, tellmetellmetellme!" Rarity squealed repeatedly stomping her hooves on the ground impatiently.

"All right! Since you really wanna know... [inhales] The armscye's tight, the middy collar doesn't go with the shawl lapel, the hems are clearly machine-stitched, the pleats are uneven, the fabric looks like toile, you used a backstitch here when it clearly called for a topstitch or maybe a traditional blanket stitch and the overdesign is reminiscent of pret-a-porter and not true French haute couture." Fluttershy said in one breath leaving Rarity bewildered.

"But, uh... you know... um, whatever you want to do is fine." Fluttershy assured. Rarity then decided she had no choice but to let the others tell her how to design their outfits the way they want it. Twilight was first to instruct.

"Now, the stars on my belt need to be technically accurate. Orion has three stars on his belt, not four." Twilight explained as Rarity sews her dress with constellations on it and begins to sing her song again.

---

[Rarity]

"Stitch by stitch, stitching it together

Deadline looms, don't you know the client's always right?

Even if my fabric choice was perfect

Gotta get them all done by tonight

Pinkie Pie, that color's too obtrusive

Wait until you see it in the light

I'm sewing them together!"

---

"Don't you think my gown would be more "me" with some lollipops?" Pinkie asked.

"Well, I think..." Rarity tried to advise but was cut off.

"Balloons?"

"Well..."

"DO IT!" Pinkie exclaimed and Rarity obeyed.

---

[Rarity]

"Hour by hour, one more change

I'm sewing them together, take great pains

Fluttershy, you're putting me in a bind

Rainbow Dash, what is on your mind?

Oh my gosh, there's simply not much time

Don't forget, Applejack's duds must shine

Dressmaking's easy, every customer's call

Brings a whole new revision

Have to pick up the pace, still hold to my vision."

---

"That constellation is Canis Major, not Minor." Twilight explained pointing at a constellation diagram. Then two birds appear in front of her with a dress design drawing.

"French haute couture, please." Fluttershy asked and made Rarity hesitated in disgust but got to work on it after hearing what Applejack wants.

"What if it rains? Galoshes!" Applejack thought which made Rarity very unsure why she would think that and went to Pinkie.

"More balloons! Oh no, that's too many balloons. More candy! Oh, less candy. Oh wait, I know. Streamers!" Pinkie said excitingly.

"Streamers?" Rarity questioned.

"Whose dress is this?" Pinkie reminded.

"Streamers it is." Rarity said and got to work on it. As soon as she was done she got onto Dash's but was unsure what to do and turned to Dash hoping for some details.

"What?" Dash asked confusingly.

"Aren't you going to tell me to change something too?" Rarity asked.

"No, I just want my dress to be cool."

"Do you not like the color?"

"The color's fine, just make it look cooler."

"Do you not like the shape?"

"The shape's fine, just make the whole thing... you know, cooler. It needs to be about 20% cooler." Dash pointed out unspecifically and Rarity rolled her eyes in annoyance and rested her head on the mannequin tiredly.

---

[Pinkie Pie]

All we ever want is indecision

---

[Rainbow Dash]

All we really like is what we know

---

[Twilight Sparkle]

Gotta balance style with adherence

---

[Fluttershy]

Making sure we make a good appearance

---

[Applejack]

Even if you simply have to fudge it

---

[All]

Make sure that it stays within our budget

---

[Rarity]

Got to overcome intimidation

Remember, it's all in the presentation!

Piece by piece, snip by snip

Croup, dock, haunch, shoulders, hip

Bolt by bolt, primmed and pressed

Yard by yard, always stressed

And that's the art of the dress!" Rarity finished and sighed letting herself faint to the ground.

"Oh, Opal. These are the ugliest dresses I've ever made." Rarity complained looking at the horrifying images. She then called the gang over to see their new attires.

"Okay. I did exactly what each of you asked for. Now don't hold back. Let me know what you really think." Rarity said. Opal was the doing the complete oppossite to what she did to the older outfits by scrathing and hissing at them and stuck her tongue out in disgust.

"Oh my!" Twilight exclaimed.

"It's... perfect!" Fluttershy said in surprise.

"It's cool!" Dash said happily.

"Wow. They're the best duds I ever did see." Applejack complimented.

"It's exactly what I asked for!" the five girls said in unison. But for Zach he may not be a fashionist expert but he had to disagree and knew that they were the most awkward looking dresses he ever saw. Rarity then sighed in relief happy that it's over.

"Thank you, Rarity." Twilight thanked.

"Are you as happy with them as we are? Huh, huh, huh?" Pinkie asked excitingly. Rarity quickly thought of something to say to avoid hurting their feelings.

"Well, I'm... happy that all of you are happy. I'm just relieved to finally be done." Rarity admitted. Suddenley the door oopen revealing Spike panting.

"You are never gonna believe this! You've heard of Hoity-Toity?" Spike asked excitingly.

"The bigwig fashion hotshot in Canterlot?" Twilight asked.

"The hotshot?" Zach asked again to make sure.

"Uh-huh. He heard about your fashion show. Well, maybe I happened to mention it to him... He's coming here all the way from Canterlot to see your work, Rarity!" Spike said happily.

"Whoa, Nelly! You could sell a ton o' dresses to this guy. You business will be boomin'!" Applejack pointed out excitingly and the group began congratulating Rarity but she wasn't in happy spirit knowing that they have to wear the ugly second dresses in front of others.

"Hoity-Toity? He's coming here? To see these dresses?" Rarity asked in worry.

"Yep! Get ready for all of your dreams to come true." Spike said and Rarity's eye began twitching knowing what is going to come. Later that night a cat walk was placed right in front of the entrance of the boutique and it didn't take long for a crowd to gather around. Rarity with her cat Opal poke their heads out of the curtains to take a look at the crowd.

"Oh. [gasp] There he is!" Rarity pointed out in horror and sees Hoity-Toity walk down with stylish white hair and gray fur. He also wears aviator sunglasses. He gets up at the front of the cat walk and claps his hooves for a pillow to sit on and a servant of his brings one to him and sits on it.

"[deep breath 3 times] Okay. Relax, Rarity. Your friends like their outfits and so will he." Rarity kid herself. Suddenly the lights went out.

"UUUAAA, what's wrong with the lights?! Oh, yes. That means the show's starting. Good." Rarity remembered nervously retreating back in the curtains.

"Rarity?" Zach unexpectedly calls out from behind and startles Rarity.

"WAAAAH, don't laugh at me, I... Oh it's you, Zach." Rarity sighed.

"Rarity, are you sure you want to do this? You know as well as I do that those dresses could ruin you." Zach pointed out worriedly.

"I... I don't know anymore, Zach. Honestly, I just want to make them happy. Yes, I too want them to look nice at the Gala, but this isn't what I expected. I don't know what to do anymore."

"There is still a chance to call it off."

"No, the show must go on."

"Okay, well, good luck." Zach said and went off the stage leaving Rarity with a worried face. Soon a DJ plays a record beat and the headlights turn to Spike speaking into a microphone.

"Since the beginning of time the elite of Equestria have longed for pony fashions that that truly expressed the essence of their very souls. Patiently waiting decades... no, centuries! ...for the perfect pony gown. Today at long last, Equestria, your wait is over! Let's hear it for the breathtaking designs of Ponyville's own... Rarity!" Spike announced and the curtains moved away revealing the dresses for the five mares. The audience gasped not in awe and amazement but in shock and disgust. Twilight comes out with her constellation gown covering her whole legs, wearing starry bowties on the front of the dress and the tail, star earrings, and wearing a dangly star like crown. Applejack comes out looking like her work duds but in a more old fashioned style, wearing a long oversized cowpony hat, and for no reason galoshes. Fluttershy looks more like a flowerly tree than a pegasus. She wears a birds nest on her with eggs and flowers on the back of it, wears giant flowers around her neck, mossy shoes, and the gown looks like something from a swamp but with flowers pictured on it. Dash looks like an elite soldier of some kind. She had a rainbow helmet on her head with a golden lighting bolt rod on top, wore a red cape with a cloud and lightning bolt stitched on it similar to her cutie mark, rainbow socks, and golden boots with small wings on the back of them. Last Pinkie appears unnaturally wearing a giant cupcake hat with a cherry on top, wore a green shirt with an oversized yellow bowtie, a streamer tootoo, balloons tied around her tail, and yellow bowties on her hooves. They walk down the cat walk showing off their hideous attires and made their way to the turning table at the end with the crowd murmuring, looking at, and even sticking their tongues out in disgust. It didn't take long for them to notice this.

"Why's everypony lookin' at us like that?" Applejack asked in confusion. Twilight looked at her constellation gown and at her jingling star crown. She then sees Zach among the crowd nodding with an embarrassed look.

"Oh dear." Twilight muttered in realization.

"You think we overdid it?" Dash whispered.

"Nah." Applejack disagreed but looked down at her galoshes and realized how silly they looked on her especially when it's on a dry night.

"Okay, maybe a little." Applejack admitted embarrassingly.

"Oh, those amateurish designs look like a piled-on mishmash of everything but a kitchen sink!" Hoity-Toity mocked disgustedly and the audience laughes at the insult. Rarity ironically bought a new sink and left it by the front door and quickly slid it back with her hind leg out of sight.

"It's a travesty, it's what it is. Those outfits are the ugliest things I've ever seen, oh for shame. Who is responsible for subjecting our eyes to these horrors? Not to mention wasting my valuable time." Hoity-Toity demanded.

"Oh! Hide me." Rarity urged hiding behind Opal shaking in fear. Opal even tried to hide her owner.

"Come on out and take a bow, Rarity. You worked really hard for this. Yes! Alright, woohoo! Go, Rarity!" Spike cheered looking at her by the entrance. Realizing he gave her away she had no choice but to reveal herself walking down the cat walk looking down shamefully. The crowd began muttering again as Rarity walked down. Soon the other five mares produced shameful expressions on their faces realizing what they have done. Days later Rarity isolated herself in her room not even taking a step out afraid of showing her face around others and shaming herself again. The six came over and tired to persuade her to come out. Pinkie bagan nocking on the door.

"Rarity? You okay in there? You haven't come out for days." Pinkie called out pressing her ear to the door to try and hear.

"I'm never coming out! I can't show my face in Ponyville ever again! I used to be somepony. I used to be respected. I made dresses. Beautiful, beautiful dresses! But now everypony is laughing at me. I'm nothing but a laughing stock!" Rarity cried in her bedroom. She was a complete mess wearing her bed robe, slippers, and even her mane was nothing but a mess missing some of it's curls.

"You're not a laughing stock, Rarity..." Twilight assured.

"She kind of is." Dash corrected.

"Shut up." Zach whispered urgently with Twilight shushing supportedly.

"Come on out and talk to us." Twilight pleaded.

"Leave me alone! I want to be alone! I want to wallow in... whatever it is that ponies are supposed to wallow in! Do ponies wallow in pity? Oh, listen to me, I don't even know what I'm supposed to wallow in! I'M SO PATHETIC!" Rarity sobbed dramatically.

"Tell me about it, she's in denial." Zach whispered.

"Now what do we do?" Twilight asked.

"Uh... panic?" Fluttershy suggested.

"That's your answer for everything!" Dash pointed out irritatedly.

"Well, we can't just leave Rarity like this." Applejack pointed out.

"She'll become a crazy cat lady!" Pinkie predicted.

"She only has one cat." Twilight reminded.

"Give her time." Pinkie assured.

"Hmmm. Huh? Hey, I have an idea. Look at the side of the room." Zach urged after looking through the lock of the door and allowed Twilight to take a peek. Among the bare mannequins in the room one caught her attention which had the unfinished design Rarity wanted to make for herself on it. Twilight caught on with Zach's idea and nodded in agreement with determined looks on their faces. As they were able to sneak out the design the next day Rarity continues to ramble about what to do with her miserable life.

"Exile... I guess technically I'd have to move away to live in exile. Where would I go? And what would I pack? Oh, it's going to take me forever to do all of that packing. What are you supposed to pack when you go to exile? Are you supposed to pack warm?" Rarity questioned herself. Then she heard meowing outside and recognized it as Opal's.

"Opal?" Rarity said in worry and opened her bedroom her window looking around and sees Opal holding on a tree branch shaking holding on for dear life.

"Opal, how did you get up there? Hang on, you poor dear! Mama's coming!" Rarity said and sprinted outside to save her cat. She stopped suddenly and gasp after seeing Dash on the tree branch next to Opal.

"Rainbow Dash?! How dare you strand my poor Opal on the tree?!" Rarity shouted in anger.

"Well, how else were we gonna get you out here to show you this!" Dash pointed at the others and they reveal the finished dress. It had a royal look to it with pink, purple, matching colored beads on the gown with yellow trim, diamond necklace and earings, and a golden tiara. Rarity's eyes were widened in disbelief.

"What is it? It's not... You... [gasp]" Rarity stuttered in total surprise.

"We all finished your dress for you." Pinkie said excitedly.

"Thanks to Fluttershy's freaky knowledge of sewing." Applejack pointed out which made Fluttershy slightly blush.

"Do you like it?" Fluttershy asked.

"Like it? Like it?!" Rarity repeated sounding unimpressed and dissapointed as she walks around the dress looking it over.

"Uh-uo. She doesn't like it." Fluttershy predicted.

"No, I don't like it." Rarity assured with a dissaproving stance and tone and the group groaned.

"I LOVE IT!" Rarity corrected in ectasy changing her expression with a wide smile. The group cheered in relief.

"You ponies did an amazing job. It's exactly the way I imagined it." Rarity complimented.

"We just followed your brilliant design." Fluttershy explained.

"Like you should have let you do for our outfits. Those first dressed you designed were perfect. We should've accepted them like Zach did." Twilight admitted shamefully.

"We're so super sorry." Pinkie apologized with the others lowering their heads in shame.

"You worked really hard to make our dresses exactly the way we wanted them. We all saw how well that turned out." Dash said sheepfully while landing on the ground and returning Opal on Rarity's back.

"Oh, I forgive you." Rarity assured.

"Well, that's mighty big of you." Applejack thanked.

"But my whole career is still ruined!" Rarity reminded dramatically.

"Oh, right. That." Applejack remembered sadly. Twilight then noticed Zach talking to Hoity-Toity in front of the boutique.

"Maybe not." Twilight disagreed.

"This I guarantee. What do you say?" Zach asked happily.

"All right, I haven't got all day." Hoity-Toity gave in sounding a little uninterested.

"Good. Spike, get the stage ready!" Zach called out. Soon they decided to do the rehearsal inside the building. Opal began playing with Hoity-Toity's puffed mane taking a liking to it.

"Take two." Hoity-Toity called and moved Opal away.

"Okay, lights please!" Zach shouted and Spike closed the curtains in dark shadow. Then Rarity casted a magic spell on the stage illuminating the whole room in an image. Hoity-Toity gasped in amazement and wonder awaiting the designs he has been promised of as he sat in front of the stage. The light made three golden orbs shine in the middle and soon brightened to reveal Zach showing off his tux.

"Hello... Oh, this can't be the same designer." Hoity-Toity muttered to himself in amazement adjusting his sunglasses to make sure he is seeing correctly. Then the light turned into a space purple and the stars moved to a different location and revealed Twilight in her destined dress.

"Incredible! Now this is interesting." Hoity-Toity cheered. Soon he found himself in Sweet Apple Acres looking at the mass field of delicious apple trees. Then a lasso tugged one down and shows Applejack showing off her new duds.

"Simply magnificent! And I suddenly have a fierce craving for some Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler..." Hoity-Toity began murmuring to himself on what apple treats to have. Next was raining candy landing on a gown and hat. A tongue sticked out and caught a piece of candy to eat. It was Pinkie with a huge smile in delight in her gown.

"Brilliant!" Hoity-Toity cheered again and was then startled by booming thunder. Clouds enshrouded the sun and showed rainbow beams of light shining through it and aligned in order to show Dash's awesome design.

"Oh, spectacular!" Hoity Toity cheered ecstatically. All of a sudden the room was growing with plant life and the flowers bloomed and the petals broke off floating in the air and a butterfly landed on an ear and transformed into an ear pin and revealed Fluttershy in her natural fitting attire.

"Now this is a fashion show. All of these designs are absolutely amazing. Who is responsible? Step forward, show yourself!" Hoity-Toity called out for impatiently. Finally one last blinding light shined and showed Rarity in her new dress with the others standing behind her.

"Brava! Brava! Magnifico! Encore!" Hoity-Toity clapped his hooves in delight.

"Oh, thank you. Thank you! Oh, thank you so much!" Rarity thanked happily sounding like she was about to cry in tears of joy. As the show was over the gang began complimenting each other on how great they look in their new attires and Twilight prepares a new note.

"Dear Princess Celestia. This week my very talented friend Rarity learned that if you try to please everypony, you often times end up pleasing nopony, especially yourself. And I learned this: when somepony offers to do you a favor, like making you a beautiful dress, you shouldn't be overly critical of something generously given to you. In other words, you shouldn't look a gift horse in the mouth." Twilight giggled.

"I'm glad you learned your lesson. And dare I say, you look magnificent in that dress." Zach complimented which made Twilight blush slightly.

"Well, you're pretty dashing yourself, handsome." Twilight complimented back and it was Zach's turn to blush and both laughed happily. Spike then blew on the note and send it away to Princess Celestia. As Hoity-Toity watched it fly out the window he approached Rarity.

"Rarity, my congratulations to you on a most impressive fashion debut. Would you do me the great honor of allowing me to feature your couture in my best of the best boutique in Canterlot?" Hoity-Toity offered which made Rarity gasped in ectasy with an excited grin on her face.

"Now, I'll need you to make a dozen of each dress for me by next Tuesday." Hoity-Toity mentioned which made Rarity's eye twitch in fear. Then she felt a lone hoof on her shoulder and looks to see Zach and the others with comforting smiles on them.

"We'll help out. Besides, we made it before." Zach reminded and Rarity smile back knowing that everything she ever dreamed of has come to life thanks to her friends.

[Again, sorry for another delay. A problem occured and had a problem fixing it. Plus I have decided that I should get every episode in season 1 done so I can get season 2 done and get ready for season 3. I hope you will be paitent and I'll try to update when necessary. Until then enjoy the episodes I posted and do review and let me know what you think. Please do I like to see what you think of the series. Thanks. ;)]

On an open field in Ponyville Twilight Sparkle practices a spell that can turn any object into clothes with Zach Lanson watching. Spike wears a leaf necklece, a rock on his head, and holding a twig like a cane. A flash of light turns the leaves into a nice black tuxedo. Then the twig turns into a matching cane and Spike turns his attention to something else.

"Eyes over here, Spike!" Twilight urged.

"Uh, sorry." Spike apologized and returned his focus to her.

"For this to work, it's crucial we keep our concentration totally on the-" Twilight tried to explain. Spike then lost his focus again after hearing a voice in the distance. Just as Twilight turned the rock into a top hat she lost her concentration and it turned back landing on Spike's head and making him fall to the ground painfully with the other objects returning to normal.

"Spike! This magic needs our full attention to make it happen. There's no other way!" Twilight reminded frustratedly.

"I can't help it. Look!" Spike pointed at the distance right at Pinkie Pie who was wearing a rainbow umbrella hat looking up in the sky in worry hiding behind and under many things even a rock.

"Ugh, never mind her. She's just being Pinkie Pie." Twilight assured.

"Super-extra Pinkie Pie today." Spike corrected.

"I agree. I wonder what's up with her today?" Zach wondered. Suddenly Pinkie's tail starts twitching rapidly.

"Hmm... Twitchy twitcha twitcha twitch." Pinkie muttered.

"Pinkie Pie? What in the wide-wide-world of Equestria are you up to?" Twilight asked in confusion.

"Oh! It's my tail! It's my tail! It's a-twitch a-twitchin'! And you know what that means!" Pinkie answered unspecifically.

"Actually, Pinkie, I haven't the slightest idea." Twilight corrected.

"The twichin' means my Pinkie Sense is telling me that stuff's gonna start falling! You should better duck for cover." Pinkie warned.

"Oh, Pinkie, it's not gonna rain. Why there's barely even a cloud in the-" Twilight was about to explain.

"I sense a lifeform falling." Zach said in Twilight's mid sentence. Suddenley a frog lands right on Twilight's face and made a croak.

"He just said, 'nice catch' in Frog." Pinkie explained.

"Great, she also speaks an impossible language." Zach murmured to himself knowing that more of Pinkie's randomness is coming.

-Main music plays-

"Oh, I'm so, so sorry. You okay, Twilight Sparkle? I just couldn't stand to see the pond getting so over-populated, what with the frogs all hopping into each other and all, so I decided to fly as many as I can on over to Froggy Bottom Bog." Fluttershy was above carrying a cart load of frogs behind her and a basket with more of them.

"Of course you did." Twilight muttered while the frog crawls all over her face.

"How are you doing that?" Zach asked out.

"Doing what?" Fluttershy asked confusingly.

"That cart thing. How are you able to broke the laws of physics?"

"What do you mean?"

"...Nevermind. Forget what I said." Zach said unable to understand how Fluttershy is able to hold the cart upwards without the laws of gravity pulling it down.

"Anyway, I have to get going. Bye-bye!" Fluttershy muffled with the basket in her mouth and left.

"Um... Twilight? You gotta little somethin' on your face there." Pinkie pointed out the frog on her face.

"Oh, really? Did your Pinkie Sense tell you that, too?" Twilight asked sarcastically.

"Nah! I could just see it." Pinkie answered and skipped away while humming. Then the frog hopped off of Twilight's face with her head vibrating.

"C'mon, guys, let's continue our practice session where there's a little less commotion." Twilight urged and Spike hops on her back with Zach following.

"Wow! That was amazing! Pinkie Pie predicted something would fall, and it did!" Spike pointed out excitedly.

"Oh, come on. She said that something would fall, and a frog just happened to fall right around the same time. A coincidence, nothing else to it." Twilight explained.

"I don't know. She acted like something like that happened before. I think-" Zach was about to give his opinion.

"My tail! My tail! Twitch-a-twitch! Twitch-a-twitch! Somethin' else is gonna fall!" Pinkie came back and warned showing her twitching tail.

"Oh, Pinkie, please. Nothing else is gonna FA-aaah!" Zach and Twilight screamed after falling down a ditch.

"Oh no, Zach and Twilight fell! Is it... safe to go help them?" Spike asked worriedly.

"It's okay, my tail stopped twitching." Pinkie took off her hat and skipped away again singing.

"Ha ha! That was amazing!" Spike repeated happily.

"Oh, please." Twilight uttered annoyingly.

"Uh, Zach, Twilight? Why are you hanging out in a ditch?" Applejack came over and asked.

"Because, Pinkie Pie predicted it!" Spike answered.

"Honestly, Spike, she did not. Two coincidences in a row like this may be unlikely, but it's still easier to believe than twitchy tails that predict the future." Twilight assured with Zach coming out of the ditch.

"[gasp] Twitchy tail? Pinkie Sense?" Applejack gasped in fear and hid under a vegetable selling cart holding on to her hat while looking up.

"Don't worry, it's safe. Prediction already came true." Spike assured.

"Oh, wait. Don't tell me you believe in this stuff, too?" Twilight asked in disbelief.

"I know it doesn't make much sense, but those of us who have been in Ponyville a while, have learned over time that, if Pinkie's-a-twichin', you better listen." Applejack explained.

"My ears are flopping! My ears are flopping!" Pinkie unexpectedly came back showing her ears flopping.

"Nyuh! What does that mean?!" Spike asked in worry.

"I'll start a bath for you." Pinkie randomly said to Twilight.

"Huh? [chuckles] A bath? This thing keeps on getting more ridiculous by the minute!" Twilight mocked.

"Uh, Twilight? I think you should step away from-" Zach was about to warn until a stray pony with a cart comes running by and splashes a mud puddle on Twilight getting her dirty. She growls in frustration. Later Twilight blows some bubbles out of her face in Pinkie's bath tub getting clean from the incident earlier.

"Sooo, basically, it works like this: I get different, little, niggling feelings and they mean different things. Like when my back is itchy, it means it's my lucky day. And, when my knee gets pinchy, that means something scary's about to happen." Pinkie explained after putting a bottle of soap on the ground.

"Is your knee pinchy now?" Twilight asked worriedly.

"No, but my shoulder's achy. That means there's an alligator in the tub." Pinkie explained and poked her head in the bath tub and comes out with a green baby aligator in her teeth. Twilight screams in horror jumping and landing on the edge of the tub.

"How come your knee didn't get pinchy?! That isn't just scary, it's downright dangerous!" Twilight screamed.

"No it's not, silly! This is my pet alligator, Gummy. He's got no teeth. See? Haha!" Pinkie assured letting gummy attck her but had no effect as he really had nothing but gum in his mouth.

"Okay, okay... I get it." Twilight said annoyingly. As she was done the two made their way outside and met up with Zach while he waited for them.

"So, when did these random body spasms happen?" Zach asked curiously as they walk.

"Oh, it started when I was just a teensy-weensy filly. I discovered that these occur in simple orders. It took awhile to figure out, but it's been learned." Pinkie explained gleefully.

"Well, I still don't believe all this... "special power" stuff. It's just a bunch of mumbo-jumbo." Twilight said.

"What's not to believe? You do magic, what's the difference?" Pinkie asked leaving Twilight with an agaped mouth and an insulted look.

"Huge! For one thing." Twilight sees a box with soap products near a soap selling cart and moves them over so she can stand on it and cleared her throat.

"magic is something you study and practice. It only happens when you decide to do it, and it's meant to make something specific that you choose to happen, happen. With you, uh, it makes no sense at all!" Twilight explained.

"That's so not true Twilight! Sometimes it's a bunch of random things happening to my body at random times that supposedly predict the future. I call 'em 'combos'." Pinkie corrected.

"Combos?" Twilight asked.

"Sure! You know, like, ear flop, then knee twitch, then eye flutter. That means the sky is about to be graced with a beautiful rainbow!"

"Yeah, sure. Zach, help me out here." Twilight begged.

"Well, to be honest Twilight, I'm not so sure I can explain it myself. But I do sense some force around her, like she has some extra 6th sense to feel the future." Zach admitted as they approach the library.

"Uh oh, I feel a combo coming on. Ear flop, eye flutter, knee twitch!" Pinkie said showing the body parts spasm. Before Zach and Twilight could react the door suddenly opens and slams right into Zach missing Twilight just by inches. Spike comes backing out holding on to some books.

"Zach, are you okay? Spike!" Twilight scolded.

"What? What did I- Oops, sorry." Spike realized his accident after seeing Zach flat on the door and sliding down groaning in pain.

"Pinkie, you said that combo meant 'beautiful rainbow'." Twilight reminded.

"Oh no-no-no-no-no. You're thinking of an ear flop, then knee twitch, then eye flutter. This was an ear flop, then eye flutter, then knee twitch. That usually means 'look out for opening doors.' You okay, Zach?" Pinkie asked.

"I'm fine." Zach moaned.

"I don't believe this." Twilight muttered in frustration.

"You don't believe because you don't understand." Pinkie explained.

"She has a good point. Do you have any ideas that can help understand more about Pinkie's condition, Twilight?" Zach asked and Twilight pondered for a moment with her hoof resting on her chin. Then an idea popped in her head.

"This is your idea?" Zach asked in confusion. The three were down in the basement where Twilight does her scientific studies. Pinkie was hooked up in a contraption with a half-bowl like helmet on her head with blinking lights on it with wires leading to another machine that looks like it reads waves of some sort probably from the brain.

"Yes, trust me." Twilight assured as she hooks up another wire on the helmet and uses her magic on a pair of cuffs on a machine Pinkie rests her hooves on.

"Twilight, is that a bit too much?" Zach asked in worry.

"Don't worry, she'll be fine. Just taking precautions. Okay. Now when you get another twitch, we'll have all kinds of scientific information. " Twilight explained to Pinkie.

"Okey-dokey-lokey!" Pinkie understood and waited. The machine whistles as it records wave patterns but not in any unnatural behaviour.

"Any twitches yet?" Twilight asked.

"Nopey-dopey!" Pinkie shook her head playfully. Twilight looks at the pattern again but still sees nothing.

"Now? Anything?" Twilight asked again.

"Wait! Hold on! Uhh, no." Pinkie misunderstood.

"Are you kidding me?! After a whole day of non-stop twitching, now that I've got you all hooked up, you're not getting a single one?" Twilight complained.

"I don't control it, they just come and go."

"That makes no sense!"

"Sometimes you just have to believe in things, even when you can't figure 'em out."

"I will not believe in anything I cannot explain."

"Maybe it's because there's not much activity going on around us. Perhaps it's the actions of other things around us." Zach suggested.

"Wait, hold on, I'm feeling something..." Pinkie mentioned.

"Oh my gosh, what? What is it?!" Twilight asked excitedly hoping to finally get some answers. Then Pinkie's stomach growled unexpectedly.

"It's my tummy! That usually means I'm hungry! Let's eat!" Pinkie said which made Twilight growled frustratedly.

"You know what? Just forget it! I don't need to know if this is real or not. I don't need to understand it! I don't even care!" Twilight stated after snapping the chords off and made her way up the stairs leaving Pinkie still in her cuffs.

"Okey-dokey-lokey." Pinkie understood and managed to slip out of the cuffs without any struggle and followed Zach and Twilight up. Suddenly she gasped as she nears the door. She starts twitching the same way from earlier from the door incident and fell backwards. Without any warning the door slams open this time hitting Twilight.

"Zach, Pinkie? Have you seen Twilight?" Spike asked.

"Uh-huh." Pinkie answered as a yes as she hops out of the door. As the door shuts Twilight was sticked flat to the door just like how Zach ended up with a very irritated look.

"Twilight, are you okay?" Zach asked worriedly.

"Twilight? What are ya doing back there?" Spike asked curiously.

"Why do you think?" Zach asked rhetorically with a scowl.

"Rrrrgh... Did you two plan this?" Twilight asked irritably.

"Plan what?" Spike asked confusingly as Zach helped Twilight off the door.

"This is ridiculous. This can't be happening. This makes no sense. I have to figure this out." Twilight said with determination.

"But I thought you said-" Zach was about to point out what Twilight said earlier about giving up.

"I know what I said! I just can't help it! It doesn't make any sense for a reason, and I intend to find out."

"Listen, I'm sorry, but I don't think you should do this. I don't want you to get hurt even more."

"But I-"

"Nuh-uh. I'm not letting you go until you promise me you won't try to study Pinkie."

"Oh alright."

"Okay, I trust you." Zach thanked and let Twilight go free. Little did he know Twilight still wanted to find out about Pinkie's spasms and left to find her in hiding. Meanwhile at Froggy Bottom Bog Fluttershy tends the frogs takes them down unaware of the dangers that might lurk there. Back at Ponyville Pinkie hops around giggling to herself and smelling the nearby flowers unaware that Twilight is following her hidden in a bush. She peeks out a pair of binnoculars with an expedition like hat and watches Pinkie's every movement and writes it down on a notepad.

"Twilight?" Zach and Spike said in unison appearing unexpectedly and startled Twilight making her jump. She then quickly grabs the two and pulled them behind the bush.

"Honestly, guys, don't you know better than to sneak up on ponies?" Twilight asked sharply.

"Oh, sorry, but, um, well, isn't that what you're doing?" Spike pointed out.

"[gasp] No!" Twilight said defensively and tackled Spike to the ground from him looking over the bush.

"Oh, Twilight, you promised." Zach groaned.

"Sorry Zach, but it's too much. I have to prove that these silly shenanigans don't connect to Pinkie's so called 'Pinkie sense'. Besides, I crossed my hooves."

"How... can you 'cross'... your hooves?"

"I crossed my hooves. See?" Twilight demonstrated wrapping her right fore hoof in front of the other.

"But that's- Oh nevermind. look, I strongly consider you put this asside and just enjoy the day." Zach ordered.

"Sorry, but I really have to find this out. Besides, I'm kind of doing scientific research, and you know how much I love science." Twilight added.

"Oh, fine. But I'm tagging along to make sure you don't get hurt. So, what research are you exactly doing?" Zach asked and hid behind the bush.

"I'm observing Pinkie Pie, scientific name: Pinkius Piecus, in its natural habitat." Twilight explained.

"Pinkius-whoicus?" Spike asked confusingly leaving Zach also confused by the made up name.

"There's something fishy going on with the whole twitchy prediction thing, and I'm getting to the bottom of it. So, shh. Come on, Pinkius Piecus is on the move." Twilight pointed out as Pinkie hops away and the two ponies stick out their hooves and followed quietly with Spike lifted in the air walking his legs in thin air. They followed Pinkie to the school yards where she playfully rolls on the grass. Pinkie then gets up and scratches her nose.

"Hm... Itchy nose..." Twilight whispered as Spike writes it down on the notepad. Just then Pinkie hid under a giant upright horseshoe and looked up in fear as if something was about to fall.

"A-ha, that makes no sense. See? She's hiding like something's about to fall out of the sky, but a twitchy tail means that something's about to fall from the sky, not an itchy nose." Twilight pointed out proudly.

"Actually, I think I sense multiple lifeforms heading this way." Zach mentioned. Suddenly a swarm of bees appeared in the sky and notices the three in the bush and charged it. Zach and Spike notices this and looks in fear.

"This proves, perhaps conclusively, that-" Twilight was about to explain until Spike screams and runs away in fear.

"Spike! Where are you going? I'm trying to teach you the value of scientific-" Twilight was about to explain.

"Twilight, get down!" Zach shouted and uses his magic to force Twilight out of the way but didn't have enough time to avoid the stinging bees. Zach gets stung multiple times as shouts in pain.

"That's enough! Go home!" Zach ordered with his mind controlling powers. The bees obeyed and flew off as Zach's white eyes return to brown. Zach makes an 'ow or an 'ouch' on every step he takes with multiple sting bumps on him. He then summoned his unicorn horn and cast a healing spell on him removing all the bumps and making him feel better.

"Ow, that stung." Zach muttered.

"Zach, are you okay." Twilight asked.

"I am now. Look, Pinkie is on the move. Let's go." Zach urged and the three resumed following Pinkie to Sweet Apple Acres. Twilight continues to observe her from a unseen distance with her binnoculars behind stacks of hay near the barn. She sees her smelling a flower.

"What's she doing now?" Spike asked.

"Smelling a flower." Twilight answered.

"Holy guacamole! I wonder what that means?" Spike wondered in surprise as he writes down the event.

"Probably that the flower smells good. Wait. I'm getting something. Ear flop, eye flutter, knee twitch." Twilight states the following actions.

"Hold on... you told me that's the combo that says 'watch out for opening doors'!" Spike reminded after looking at the barn doors and ran over behind another stack of hay nearby.

"Oh, ho. You really, really believe this stuff, don't you? Here, let me show you there's nothing to be afraid of." Twilight said confidently as she rests her right front elbow on the barn door with a smug smile.

"You see? I promise you there's nothing to fear from that-" Twilight said as she trotted away with her head proudly in the air without paying attention as a cellar door opens in the middle of the ground in her path.

"Twilight, look out!" Zach shouted as he quickly summoned his wings and swiftly flew over and stopped Twilight from falling but accidentally hit the top of the doorway and started tumbling down the stairs shouting in pain every step he hits and eventually hit the bottom with a bone cracking sound. He broke his right wing and fell into unconciousness.

"Zach! Are you okay? Speak to me!" Twilight shouted out as she and Spike looked down in horror.

"Zach! You came to visit my new apple cellar, how nice. Zach? You okay? Uh, Zach?" Applejack's voice was heard from the bottom as she inspects Zach worriedly. After bandaging Zach's waist and came to his senses they followed Pinkie to a park hiding behind a park bench.

"Zach, I'm so sorry. I didn't mean for you to get hurt." Twilight apologized sadly.

"It's okay. At least it isn't anything serious." Zach pointed out the bright side.

"Why can't you use that healing spell you did earlier?" Spike asked curiously.

"I can only heal minor injuries, not broken limbs. Anyway, go ahead and see what Pinkie is doing." Zach urged.

"Okay, take this down: twitchy tail." Twilight stated as she observes Pinkie's actions through her binnouculars.

"Twitchy tail? [gasp] TWITCHY-TAIL!" Spike screamed in horror.

"Hush, Spike! We can't let Pinkie know we're here, remember?" Twilight reminded quietly.

"Someone's gonna fall, something's gonna fall! Run for your lives. Ah-ha-ha!" Spike shouted as he ran away.

"Ugh, Spike honestly, you're overreact-" Twilight was interrupted as Zach looked up and quickly moved Twilight with him from the spot she was at after a flower pot smashes to the ground into pieces. Again this time avoiding an anvil. Once again after a cart full of hay stacks crashes. Finally jumping to the ground from a falling piano. As they got up they looked at the rubble and then at each other and realized they are still holding each other. Zach quickly pulled away with a blush.

"Thanks." Twilight sighed in relief.

"No problem. Where is this coming from, anyway?" Zach wondered. The two looked up to see five pegasi moving workers as the boss glares at two certain pegasi who were supposed to load up the trailer and gave sheepish smiles. Pinkie later on was playing with her toungue and sees Applejack approaching with a bucket of apples on her back.

"Hey, Applejack. Whatchya doin'?" Pinkie asked happily.

"Takin' more apples to my new apple cellar. How 'bout you Pinkie? Whatchu doin'?" Applejack asked back.

"Oh, letting Zach and Twilight secretly follow me all day, without me knowing." Pinkie admitted.

"You mean you knew all along?! Why didn't you tell us?" Twilight approached along with Zach with an angry expression on her face.

"[giggles] Silly, that would've spoiled the secret!" Pinkie pointed out gleefully as Twilight started twitching in rage.

"Tail... still twitching?" Spike asked in fear from behind Twilight.

"All done, clear skies from here on in, as far as I can tell- Hu-bu-bu-bu-bu-bu!" Pinkie stuttered as she bagan bouncing rapidly.

"Oh no! What does that one mean?" Spike asked fearfully.

"Dunno, never gotten any like it before, but whatever that shudder's about, it's a doozy. Something you never expect to happen is gonna happen! Hu-bu-bu-bu-bu hu-bu-bu-bu! And its gonna happen... At Froggy Bottom Bog!" Pinkie announced.

"[gasp] That's where Fluttershy's headed!" Applejack stated.

"Oh no! Is it about her?" Spike asked.

"Uh, I'm not sure." Pinkie admitted.

"We better go and make sure she's okay." Applejack said.

"Calm down everypony. All we know right now is that Pinkie Pie just got a case of the shivers. That's all." Twilight concluded but sees the four gone and was getting very irritated. Twilight then unexpectedly picked Spike up from behind as they run startling him.

"Hey! I thought you didn't believe in this stuff?" Spike reminded.

"I don't. I just want to be there to see the look on Pinkie's face when we find out nothing's wrong." Twilight said with a smug smile.

"Okey-dokey!" Pinkie stated confidently as they enter the Everfree Forest. At the bog Fluttershy opens the cart and releases the frogs into the bubbling lakes. Something then appeared from behind her like a scaly neck moving in the water in the water. The five rescuers rush as fast as they could as they approach the bogs. Pinkie then began to shiver again.

"Cold? Need a jacket or something?" Twilight asked smugly.

"No thanks, I'm fine." Pinkie assured as she continues to shiver again.

"So... Whadda'ya think happened to Fluttershy?" Spike asked.

"I hope nothin'." Applejack admitted.

"I know, but, whadda'ya think happened?"

"I'm tryin' not to think about it."

"Me too. But I'm thinkin' about it, anyway. Like, what if, she exploded?"

"Just exploded? For no reason?"

"Yeah, like boom!"

"Whoa!" Pinkie gasped from behind.

"I know." Spike said worriedly.

"What if... What if she exploded, and then... and then exploded again?"

"Can you do that? Can you explode twice?"

"Of course not." Applejack assured annoyingly.

"But, what if, she exploded, and exploded again, and then-" Spike was interupted by Twilight's hoof on his tail.

"Will you two stop? She's fine, I'm sure of it." Twilight said.

"I hope you're right, for Fluttershy's sake. Look! There's Froggy Bottom Bog!" Applejack pointed at the bubbly dirty swamps.

"Okay, let's start searching. I think I sense her here." Zach ordered and the others began looking around.

"Fluttershy?" Applejack called out.

"Fluttershy?" Pinkie called again. They began looking around, behind, over, and under the trees and around anything they can find. Pinkie looks under a dirty wonder lillie until a stray frog lands on it startling her. Spike then lands on her head nearly drowning her head and jumps toward none other than Fluttershy unharmed.

"Fluttershy! You're okay!" Spike hugged in joy.

"Of course." Fluttershy assured in confusion.

"Phew, what a relief." Applejack sighed.

"I'm so glad everything's alright." Pinkie joined.

"Sorry, I know it's not nice to gloat but... AHA! I told you there was nothing to worry about and I was right. Pinkie Pie said whatever she was shuddering about was a [cough] doozy, and [cough] and the only [cough] doozy here is how right I am." Twilight began to gloat as a green fogs settles in.

"I again sense another lifeform in the air. And this one is huge. And it's very close by." Zach said in fear then looked at something horrifying as he, Applejack, and Pinkie began backing back in fear next to Fluttershy.

"Um... Twilight?" Applejack gulped fearfully.

"Pinkie's made a lot of predictions today but- [cough] ugh, what is that smell? But what we've shown here is that there's no point in believing [cough] in anything you can't see for yourself." Twilight stated as four scaly long necks began rising from the water.

"W-well t-then s-see what's b-b-behind you, Twilight!" Spike stuttered in horror as he points behind Twilight. Twilight turned around to see a four headed snake like beast known as a Hydra looks down at their prey from about 30 feet in the air.

"I see it... But I don't believe it!" Twilight said in shock just as the four headed monster began roaring.

"I think we founded our doozy!" Zach stated.

"Is that a hydra?" Pinkie asked in horror.

"Who cares? RUN!" Applejack shouted and the group began running away from the creature but Pinkie was in a state of shock to even try and run.

"Pinkie! Come on!" Twilight called out and one of the heads striked to Pinkie but Zach grabbed her by the tail and ran off just in time as the Hydra's head slams into the ground. Pinkie regained her composure and began running. Fluttershy sees a hopping frog next her fending for itself as well.

"Oh, I'm so sorry." Fluttershy apologized to it.

"Don't worry about him, worry about us!" Zach shouted as the hydra makes another loud roar and begins to follow them with their armless body. Three of the heads strike for the group but each misses after each hit the bottom of the shallow lake, hitting a tree, and even hitting a rock. One of the heads began laughing at the other heads in amusement as the others glared at it. Soon the group came across a dead end.

"Now what?" Zach said.

"Everypony up that hill!" Twilight urged and the group followed up the hill.

"Heeelp!" Spike cried in desperation as the group looked back to see Spike drowning in the bog unable to swim.

"Hang on, buddy! I'm comin'!" Zach shouted as he rushes to rescue Spike. Just as he grabs Spike and mounts him onto his back he summoned his unicorn horn and cast a spell of some sort as a beam of magic aims for the bottom of the bog.

"You missed!" Spike pointed out.

"No, I didn't!" Zach assured as he began running away just as one of the hydra heads went for a bite at the two missing in just inches. As the group resumed running up the hill the hydra was about to continue their chase as well but steps on the spot where Zach cast his spell. They see that they were stuck in quicksand as they struggle to get their feet out.

"That should hold it for awhile!" Zach said as they run.

"I think we're gonna make it." Twilight said in relief.

"But Pinkie's still shuddering!" Spike pointed out as Pinkie keeps bouncing repeatedly but suddenly stops.

"Oh, lookie there, it stopped. O-h-h-h, t-h-e-r-e i-t i-s a-g-a-i-n." Pinkie said vibratingly as she shudders again while Spike pushes her up. They then come across another dead end near a cliff with six lone standing steps in the middle of the cliff leading to the other side. They then heard a rumble and gasped to see the Hydra managed to free themselves out of the quicksand trap and made their way up.

"Ugh, he'll be up here in no time! Quick, one at a time, cross!" Twilight urged. Spike was about to make his jump but stops to see the height of the fall and quickly pulls away.

"Uh, do you know any spells for turning a hydra into a mouse?" Spike asked.

"No." Twilight answered.

"How about a squirrel?"

"No!"

"How 'bout-"

"No small rodents of any kind!" Twilight said.

"That's too bad. Any ideas?" Spike turned to Zach.

"The only option right now, is to cross. Now MOVE!" Zach ordered and Fluttershy remembered the steps Pinkie gave her back back at the dragon incident.

"A hop, skip, and a... jump!" Fluttershy shouted as she makes her leaps across the way landing on each step.

"Or you can fly, but whatever!" Zach reminded. Twilight then tosses Spike to the first step where he can do the rest. Pinkie began shuddering uncontrollably and was about to make her way off the cliff but Applejack saves her by pulling her tail just before she can fall. At the distance the Hydra was getting closer to the group.

"He's getting too close. I'll distract him. You three go, now!" Zach ordered the other ponies while in a defending stance.

"But Zach, you'll-" Twilight was about to oppose Zach's order.

"NOW!" Zach repeated and the group understood as they made their way for the other side.

"Okay, think Zach. How can I beat a four headed creature? What would Dash do in this situation?" Zach said to himself and an idea popped in his head. He charges at the beast as it makes a counter-attack of it's own. He surprises it as he runs right under it with three of the heads following. One of them realizes the error and finds itself under the body as it trips on itself. Zach rushes for the cliff to make his escape. As the beast regains it's composure it realizes Zach was making a run for it and continues to chase him. One of the heads makes a strike for it but Zach sees this and dodges it landing on it's neck after it crashes to the side of the cliff. Unfortunately in the process the crash made four of the steps collapsing. Zach and the group at the other side gasped at this. The hydra head that attacked whimpers as it's head hurts from the impact and roars in rage.

"Z-z-z-Zach! You have to jump!" Pinkie shouted as she shudders.

"No, fly!" Twilight suggested.

"I can't, my wing is still broken! I can't make it!" Zach pointed out.

"You'll be fine!" Pinkie promised.

"How do you know? What makes you so sure I'll make it?" Zach asked. The Hydra heads began roaring and apporached Zach in anger.

"Its your only ho-o-ope! You have to take a leap of faith!" Pinkie said after shuddering again. Zach looked down at the height and knew if he misses he could die. So after some quick precious pondering Zach took a couple steps back and sprinted as fast as he could. The hydra makes another strike just the moment Zach was about to jump and slams into a huge chunk of rock breaking it off the cliff. Zach saw the opportunity and jumped only to miss by inches.

"Ooooh CRUUUU-AAAA-UUUD!" Zach screams as he falls. As he was about to impact the water he lands on a oversized bubble and pops sending him back into the air. He bounces off the two last steps with shouts of pain and lands on the other side safe and unharmed. He gives a bit of a goofy smile in relief that he's okay. The group cheered and gives a big hug to him while the hydra gives out an annoyed look.

"I knew you could do it, Zach!" Pinkie cheered.

"Well, it was thanks to your confidence in me that I did it." Zach admitted.

"I don't know how it happened; coincidence, dumb luck, or what, but you said there'd be a doozy here at Froggy Bottom Bog, and I'd say we just had ourselves one heck of a doozy. I mean that hydra-" Twilight was about to admit until Pinkie began shuddering again.

"Pinkie?" Twilight said worriedly.

"That wasn't it." Pinkie flat out said.

"Huh?" Twilight questioned in confusion.

"What wasn't what?" Spike asked.

"What are you talking about Pink?" Applejack joined.

"The hydra wasn't the doozy." Pinkie said and the hydra gives out a rasberry at the gang taking it's departure.

"I'm still getting the shudders. Oo-o-oh, oo-o-oh. You see? There it is again. Whatever the doozy was at Froggy Bottom Bog, my Pinkie Sense says it still hasn't happened." Pinkie said which made Twilight's eyes twitch uncontrollably.

"Huh? But I- WHAT?! The hydra wasn't the doozy?! How could it not be the doozy?! What could be doozier than that?!" Twilight asked in frustration.

"Dunno, but it just wasn't it." Pinkie said. Twilight then began getting really furiated and growled with her mane and tail bursting into flames with red eyes which was starting to terrify the gang.

"Oh, she's ticked." Zach muttered. As the flames went out on Twilight she still gives an angry exprssion with her body charred.

"Ooh... I give up..." Twilight groaned and falls to the ground.

"Give what up, Twi?" Spike asked.

"The fight. I can't fight it anymore. I don't understand how, why, or what, but Pinkie sense somehow... makes sense. I don't see how it does, but it just does. Just because I don't understand doesn't mean its not true. Plus, if it wasn't for my pointless pursuit to dig out the truth, none of the unfortunate events today wouldn't have happened. I'm so sorry, Zach. If I had just listened to you, none of those things would've happened to you." Twilight apologized shamefully.

"It's okay, I'm just glad you didn't get hurt. At least you learned your lesson." Zach said giving a warm smile.

"Y-y-y-you m-m-mean you b-b-b-believe?" Pinkie said vibratingly while studdering.

"Eyup, I guess I do." Twilight admitted. Suddenly Pinkie began studdering more uncontrollably then stopped finally standing still.

"[gasp] That was it. That's the doozy." Pinkie gasped. Spike looks at her blankly and shakes his head in confusion.

"What? What is?" Twilight asked eagerly.

"You believing. I never expected that to happen. That was the doozy, oh and, oh what a doozy of a doozy it was!" Pinkie said and began skipping off for home while humming a tune leaving the gang with total blank expressions. The next day Spike rushes home for the library while Zach, Twilight, and Pinkie share a good laugh. As Spike enters the group notices his arrival.

"Oh, good, Spike, you're here. Take a letter." Twilight ordered.

"With pleasure, Twilight." Spike obeyed and got a quill and paper to get started. As he was ready to listen and write something from Twilight caught his eye and distracted him.

"Dear Princess Celestia, I'm happy to report that- Spike, what have I been saying about focus?" Twilight urged.

"I know, but I... Well..." Spike stuttered.

"What's wrong Spike, never thought you'd see me with an umbrella hat on?" Twilight asked playfully who was wearing a rainbow umbrella hat with Pinkie.

"Not really, no." Spike admitted.

"Pinkie's tail's a-twitchin'. What else can I do?" Twilight asked pointing at Pinkie's tail and the group laughed and Spike regained his focus and began to write again.

"I am happy to report that I now realize there are wonderful things in this world you just can't explain, but that doesn't necessarily make them any less true. It just means you have to choose to believe in them, and sometimes it takes a friend to show you the way." Twilight said as Spike writes down the letter.

"Honk!" Pinkie said playfully poking Twilight's nose.

"Honk." Spike repeated adding it to the letter.

"Always, your faithful student, Twilight Sparkle." Twilight finished and the mares walk out to enjoy their day together. On the way out Pinkie's tail twitches again.

"There it goes again." Pinkie pointed out.

"I wonder what's gonna drop outta the sky this time?" Twilight asked.

"You never know." Pinkie said. At the balcony window Spike opens it and takes a deep inhale ready to send it.

"Wait, I'm sensing another lifeform in the air. What is it with life falling from the-" Zach was interrupted after seeing none other than Princess Celestia herself falling from the sky and landing on the balcony hard yet gracefully surprising the two.

"Princess?" Zach asked in total surprise.

"Twitchy tail?" Spike asked.

"I guess so." Zach answered as Celestia takes the letter herself and takes off again returning to Canterlot.

"Holy guacamole!" Spike gasped in surprise as the two looked up to see the princess fly away. This shows the most unexpected things can come up at times we least expect it. Just like Zach's life changing day.

"Now, what have we learned?" Rainbow Dash asks Fluttershy flying around her in an open field.

"Loss of control." Fluttershy answered.

"Good."

"Screaming and hollering."

"Yes, and most importantly?"

"Passion!"

"Right! So now that you know the elements of a good cheer, let's hear one." Dash ordered landing near Fluttershy.

"Yay." Fluttershy cheered quietly doing the complete opposite of a cheer.

"...Ugh. You're gonna cheer for me like that? Louder." Dash ordered again with Fluttershy repeating the process.

"Yay."

"Louder!"

"Yay."

"LOUDER!" Dash screams. Fluttershy takes a very deep breath to get ready.

"Yaay." Fluttershy still did it softly giving herself a proud smile. Dash groaned in exhaustion and lets herself collapse to the ground.

"...Too loud?" Fluttershy asked unaware of how quiet she was. But for what purpose does Dash want Fluttershy to cheer her on for?

-Main music plays-

Dash stands on a cloud preparing herself to practice some daring stunts. Fluttershy stays on the ground to practice her cheering.

"Yay." Fluttershy cheers still softly. Dash takes a deep breath and jumps off the cloud and flys down fast gaining speed as she goes down.

"And now, phase one of my routine." Dash said to herself and starts making quick turns on a row of trees and swiftly passes by Fluttershy.

"Whoo." Fluttershy still can't get the loud cheering Dash wanted. Dash takes up for the air to prepare her next move.

"Phase two." Dash said and takes off to three clouds spinning them in a gears fashion. Fluttershy was getting dizzy by the spinning.

"Way to go." Fluttershy cheered too quiet for Dash to hear.

"Here we go. Phase three. The sonic rainboom." Dash said as she gets enough altitude to dive for the ground. As she goes a force does everything it can to try and prevent Dash from achieving the goal. Fluttershy looks up in awe watching the event.

"C'mon! [grunt]" Dash does everything she can to try and get the stunt done and came close but the force was too strong for her to overcome.

"Uh-oh. [scream]" Dash shouts as the force slingshots her up into the air leaving Fluttershy resting her hoof on her mouth in worry. Meanwhile at the library in Ponyville Zach Lanson, Twilight Sparkle, Applejack, Rarity, and Pinkie Pie help clean up the place organizing and placing the books in it's proper area.

"[sigh] Last one. Thank you so much for helping me clean up all these books guys. It was a crazy week of studying." Twilight thanked.

"But it was all worth it, now that we're finally done." Zach added. Suddenly they hear screaming coming from outside and sees Dash zooming right at them through the open window. The group and Dash braced themselve for what's to come as they crashed making a total mess of the library again.

"Rainbow Dash, you rock! Woohoo. [gasp] Did my cheering do that?" Fluttershy gasped.

"What? Nevermind, Dash, what were you thinking? Now we have to start over again!" Zach shouted in annoyance.

"Hehe. Sorry about that guys. That was a truly feeble performance." Dash scolded.

"Actually, it wasn't all bad. I particularly liked it when you made the clouds spin." Fluttershy complimented.

"Ugh. I'm not talking about my performance, I'm talking about yours. That feeble cheering!" Dash corrected.

"What are you two arguing about?" Twilight asked.

"Were we arguing? I'm sorry." Fluttershy apologized.

"[grunt] I wish you guys could come to Cloudsdale to see me compete in the Best Young Flyer Competition." Dash admitted.

"What's that?" Twilight asked.

"It's where all the greatest Pegasus flyers get together and show off their different flying styles! Some are fast! [makes car sounds] And some are graceful." Pinkie tried to do some balance dancing but finds herself losing her balance and falls into the piles of books.

"Golly. I'd love to see you strut yer stuff in that competition." Applejack admitted.

"Yeah. I wish you guys could be there. Fluttershy's a great support, but her cheering isn't exactly inspirational." Dash pointed out which made Fluttershy dissapointed at herself.

"OOH! I'd love to see you make a sonic rainboom! It's like, the most coolest thing ever! Even though I've never actually seen it, but I mean COME ON! It's a sonic rainboom! How not cool could it possibly not be?!" Pinkie said as she jumps up and down excitedly.

"Sonic Rainboom, why does that sound familiar?" Zach said to himself.

"What's a sonic rainboom?" Twilight asked.

"You really need to get out more. The sonic rainboom is legendary! When a Pegasus like Rainbow Dash gets going soo fast... BOOM! A sonic boom and a rainbow can happen all at once!" Pinkie explained.

"OH, that sonic rainboom! The trick where when you go fast enough, not only can you break the sound barrier, but the color barrier too! Remember, Twilight?" Zach remebered. Twilight pondered for a moment.

"Hmmm, oh, now I remember. Rainbow herself explained." Twilight rembered as well.

"And Rainbow Dash here's the only pony to ever pull it off!" Applejack reminded.

"It was a long time ago... I was just a filly." Dash stated.

"Yeah, but you're gonna do it again, right?" Pinkie asked which made Dash hesitated.

"Are... you kidding? I'm the greatest flyer to ever come out of Cloudsdale! I could do sonic rainbooms in my sleep." Dash assured confidently.

"Wow. If you pull that off, you'll win the crown for sure!" Twilight assumed.

"The grand prize is an entire day with the Wonderbolts. A whole day of flying with my life-long heroes... It'll be a dream come true!" Dash said with hope and excitement in her eyes.

"Yay." Fluttershy cheered in the soft voice which was really annoying Dash.

"Okay, I see what you mean." Zach whispered to Dash understanding the problem.

"I'm gonna go rest up. Don't wanna over prepare myself, y'know. Hehe. YOU, on the other hand, better keep practicing. I need a cheering section to match my spectacular performance." Dash said to Fluttershy confidently as she takes off leaving. Fluttershy made sure Dash was far away enough to tell the truth to the group about Dash's progress.

"She's practiced that move a hundred tims, and she's never even come close to doing it. I don't know if I can cheer loud enough to help her." Fluttershy admitted before leaving herself.

"Well, guess we better get this cleaned up... Again." Twilight rolled her eyes annoyingly but Rarity had a different idea and poked Twilight with her horn.

"Go on, go on." Rarity urged.

"Go on what?" Twilight asked confusingly.

"Find a spell that will get us wingless ponies into Cloudsdale. Didn't you see how nervous she was?"

"Nervous? Have you spit yer bit or somethin'? She was tootin' her own horn louder then the brass section of a marching band!" Applejack said.

"Oh, puh-lease. I have put on enough fashion shows to recognize stage fright when I see it. We've got to find a way to be there for her. Now go on!" Rarity urged Twilight again bumping her hips to Twilight sending her flying into another pile of books.

"How am I supposed to find a flight spell in this mess? Besides, ask Zach, he's the one who's been practicing the flight spell more than me." Twilight pointed out.

"Well, I guess I can try, but I haven't actually perfected the spell to see if it's stable or not. Plus, I need the book that contains it so I can cast it, and it's going to take a long time to find it." Zach said.

"A flight spell? One sec. Page twenty-seven." Pinkie rushed off and grabbed a book that has the spell and tosses it to Zach.

"How'd you do that?" Applejack asked in surprise.

"It landed on my face when Rainbow Dash knocked me into the bookcase." Pinkie answered.

"Here it is! A spell that will allow Earth ponies to fly for three days. But like I said, I haven't really perfected the spell completely... I'm not sure I can do it today." Zach reminded.

"You've got to try!" Rarity urged.

"Okay... But who's gonna volunteer to be the test subject?" Zach asked. Each pony looks at each other to see who will go first. Rarity thought for a moment and made up her mind.

"I will! For Rainbow Dash, I will go first." Rarity said.

"Here goes." Zach said as he summoned his unicorn horn and concentrates as hard as he could on Rarity as a blue aurora began surrounding Rarity. Zach grunts as the spell becomes very difficult for him to control. A ball of energy suddenly comes between them and bursts into a bright flash of light sending Zach to the ground. Soon as the light cleared the groups vision refocuses and Zach gets back up to see a beautiful creation with lights in different colors surround the room.

"What do you know? Success!" Zach said tiredly as he and the others look at Rarity in awe. The next morning Dash and Fluttershy make their way to Cloudsdale to prepare for the competition.

"You've got to learn to be assertive, Fluttershy. Don't be afraid to speak up." Dash assured as the clouds move away to reveal the magnificent floating cloud city in the sky in a greek style culture with rainbow waterfalls on the sides. It was booming with life as pegasi roam and fly all over the city getting readyfor the contest.

"Well well well. What do we have here?" a dark brown male pegasus with a light blonde bang mane and tail with a weight cutie mark next to two more male pegasi with the same mane style asked smugly as Dash and Fluttershy lands near them.

"It's our old friend, Rainbow Crash!" a yellow pegasus with a dark brown mane and tail with a three basketball cutie mark insulted next to the first pegasus and a gray pegasus with a black mane and tail with three footballs as a cutie mark.

"Get kicked outta any flight schools lately?" the first pegasus insulted and the three laughed.

"I didn't get kicked out." Dash assured sharply.

"Face it, Rainbow Crash. Flight school had too many rules, and not enough naptimes for you." the first said rudely.

"Huh, ask her about the sonic rainboom." the second said.

"That's nothing but an old mare's tale. You don't have the skills to try something like that."

"Now wait just a minute! Oh, I'm sorry. I'm trying to be more assertive. Anyhow... she is going to do a sonic rainboom!" Fluttershy assured.

"No she's not, 'cause there's no such thing!" the first said

"Then show up at the Cloudseum and see for yourself!... If you're free." Fluttershy quickly turned her assertivness back into shyness which made the three laugh.

"Yeah, I'll be free." the second promised.

"Oh, don't worry. We'll be there!" the first assured.

"See you then, Rainbow Crash!" the second insulted again as the three flew off.

"Did you see that? I was so assertive!" Fluttershy said proudly.

"[sigh] Those guys are right. I'll never be able to do it." Dash said losing hope.

"But Rainbow Dash. Just because you've failed the sonic rainboom a hundred thousand times in practice doesn't mean you won't be able to do it in front of an entire stadium, full of impatient, super-critical sportsfan ponies." Fluttershy tried to cheer Dash up but just made it worst for her as she thinks about the pressure that would get to her.

"Aaaaaah! What do I do?! Every pony's gonna see me fail! The Wonderbolts will never let a loser like me join. Princess Celestia will probably banish me to the Everfree Forest! My life is ruined!" Dash cried dramatically.

"...Rare..." Fluttershy sees something amazing which made her agaped.

"Rare?! The sonic rainboom is WAY more than rare!" Dash misunderstood.

"Rarity?" Fluttershy finished and pointed at something which made Dash turned to see one of her friends Rarity flying with beautiful colorful gossamer wings which made her mouth agaped in shock as well.

"Rarity! Are you... flying?!" Dash barely asked.

"I most certainly am! Aren't my wings smashing?! Zach made them for me. I just adore them! Why so shocked? We couldn't leave our favorite flyer without a big cheering section!" Rarity said.

"We?" Dash asked as another surprise rises from below the clouds to reveal her other friends in a hot air balloon.

"Hello!" Zach greeted happily.

"I... I can't believe it!" Dash said surprisingly.

"It's incredible!" Fluttershy added.

"This is so cool! You guys made it!" Dash said.

"Sure did!" Pinkie said as the balloon landed and jumped off.

"WAIT!" Dash tried to warn but it was too late as Pinkie lands on the cloud expecting her to fall right through. But she didn't she was standing right there smiling. The other wingless ponies except for Zach who is now a pegasus jumped out and landed on the clouds as well standing just fine.

"How'd you do that? Only Pegasus ponies can walk on clouds." Dash pointed out.

"Pretty cool, huh?" Pinkie asked as she does some cart wheels on the clouds.

"I found a spell that makes temporary wings, but it was too difficult for Zach to do more than once. So I found an easier spell that lets the rest of us walk on clouds." Twilight explained.

"And we came to cheer you to victory!" Applejack said.

"To be honest, I was starting to get just a teeniest, tiniest bit nervous. But I feel a LOT better now that you guys are here." Dash admitted.

"Well I'm glad we came to help you out. Besides, it was Rarity's idea. You should thank her." Zach pointed out.

"Aw, thanks guys. Hey, we've got some time before the competition. Why don't Fluttershy and I show you around Cloudsdale?" Dash offered and the gang cheered in agreement as Dash and Fluttershy lead them into the city.

"Here it is: the greatest city in the sky!" Dash showed the greek architectured cloud city as the gang gasped in awe. Rarity does it too only to herself in the mirror admiring herself and her precious wings which made Dash confused.

"Uhh... Some of the greatest Pegasi in history came from Clousdale!" Dash continued as they resumed their tour around the place. Rarity notices she was getting left behind and abandoned her mirror adorning.

"Oh, wait for me!" Rarity called out as she flys to catch up. Some pegasi construction workers were building on a new structure until they were distracted by Rarity's wings.

"Those wings are gorgeous!" one of the workers complimented.

"Why, thank you!" Rarity thanked as she flys by.

"By the way, you dropped your jackhammer!" Zach pointed out snapping the workers out of their trance. Zach was not at all amused or impressed by Rarity's showing off.

"Be careful with those wings Rarity. They're made from gossamer and morning dew, and they're incredibly delicate." Twilight warned.

"Don't worry Twilight. I'm sure they can't get worn out from too much attention?" Rarity joked which made Zach rolled his eyes.

"Since we're up here, I'd sure like to get a look at where the weather's made." Applejack mentioned.

"Great idea! C'mon gang. To the weather factory!" Dash said. The weather factory had many weather anomalies such as rainbows, snow, thunderclouds, and wind. The group entered the snow wing first with weather suits on.

"This is where they make the snowflakes. Each one is hoofmade. As you can see, it's a delicate operation." Dash said.

"[gasp] Ooh, the snowflakes look even better from up here." Rarity said as she flys up to check out the bigger snowflakes that are hanging on the ceiling. Her giant wings began making large gusts of winds which was making the snowflakes that the workers carved and study fly away. They all grumbled groaned in frustration as they try to catch as many snowflakes as they could before they break like glass.

"We better move on before Rarity ruins winter and causes a drought." Dash advised as a snowflake breaks like glass in front of her on the ground. They moved on to the rainbow section of the factory where they stir up the colors in waterfalls and pools of liquid rainbows.

"And here's where they make the rainbows!" Dash said. Pinkie comes across a rainbow pool and dips her hoof in it to have a sample to see what it takes like. As she licks it her face began glowing in multiple colors as some fire comes out of her mouth.

"Spicyyyyyy!..." Pinkie squeals as she runs to find something cold. The gang laugh at Pinkie's misfortune.

"Yeah, rainbows aren't really known for their flavor." Dash pointed out and heard a familiar voice speculating about something.

"Oh, where'd you get those amazing wings? I want a pair!" it was the pegasi who have been bullying Dash earlier admiring over Rarity's gossamer wings as she flys over them.

"Oh hey look, it's Rainbow Crash again!" the first pegasus noticed.

"Heheheyeah! Rainbow... Umm... Eyah... Crash!" the second pegasus struggled to insult.

"Who are these guys?" Zach whispered in anger.

"Some friends of mine from flying school." Dash answered.

"Oh." Zach nodded getting her sarcasm.

"Rarity! What're you doing talking to these guys?" Dash asked in disbelief.

"Oh, they were just admiring my wings Rainbow Dash." Rarity assured.

"Yeah, you should forget the sonic rainboom and just get yourself some wings like these!" the first pegasus said which made the others laugh.

"At least she can do it, and is a part of the competition, unlike you clowns!" Zach repelled and it was the others turn to laugh which made the three pegasi flinch.

"Y-yeah? W-well... atleast we are better athletes than her! Anyway, point is, she dosen't stand a chance! See ya later, Rainbow Crash!" the first pegasus insulted again and they fly away laughing which made Dash moap in sadness.

"Uhh... C'mon boy and girls. Why don't we go see how clouds are made? Don't listen to them. You're gonna win that competition for sure!" Fluttershy cheered to Dash.

"Are you kidding? I can't DO the sonic rainboom, and just look at these boring, plain old feathered wings. I'm doomed!" Dash cried and the others looked at each other with worried looks on each of them. Soon they come across the cloud making section where they convert water into steam into clouds. Soon the gang hears comotions going nearby and sees a crowd gathering around Rarity looking over her wings.

"Why, these old things? Go ahead everypony. Photos are encouraged." Rarity assured.

"Rarity. We're supposed to be helping Rainbow Dash relax, remember? Put your wings away and stop showing off!" Twilight scolded.

"Oh pfft. How can you ask me to put away perfection?" Rarity asks as she flys up into the air and opens her wings in front of the sunlight by accident and shines the colors of the wings down emitting lights to the ground making everyone gasped in awe. Rarity cheered to herself in joy.

"What have I done? I've created a monster." Zach muttered. Twilight then notices Dash cowering to the ground in fear.

"Rainbow Dash. Are you ok? You don't look so good." Twilight asked in worry.

"[Panting] Of course! Why wouldn't I be ok? Everyone's so in love with Rarity's wings that they won't even notice when I totally blow it in the Best Young Flyer's Competition." Dash said in panic.

"Hey! There's an idea! YOU should enter the competition!" a female working pegasus suggested.

"Yeah! I could watch you fly all day long!" an elder pegasus agreed.

"There really isn't anypony who uses their wings quite like me. Perhaps I should compete." Rarity accepted thoughtlessly.

"WHAT?!" Dash screamed in horror. Zach had enough of Rarity's selfishness and flew up in fury.

"Rarity! WHAT are you doing? We're suppose to support Dash, not get YOU in to the contest!" Zach reminded sharply.

"Oh, come on, Zach. I'm just entering to do my own performance, not to beat Rainbow Dash." Rarity stated overconfidently.

"But you are going to beat her! With these... these... things, you're going to beat her by a LANDSLIDE!"

"You make it sound like these beauties are a monstrosity."

"They are!" Zach yelled which made everyone gasped in horror.

"I thought these things were one of my greatest successes... I was wrong. They're nothing but a... a... Fashion disaster!" Zach stated which made everyone gasped again even louder.

"[overdramatic gasp] How dare you talk about my precious wings that way?" Rarity scolded.

"Excuse me, they aren't your wings, I made them, I gave them to you!"

"Well, they're a part of me now! So if you excuse me, I have to prepare myself for the competition!" Rarity said as she flys away with a rejected manor leaving Zach with a furiated look with the crowd following Rarity in awe.

"What am I gonna DO?! I'll never win the competition now..." Dash said with a depressed face with the others looking in worry. Later that afternoon the group along with a whole audience of pegasi in the cloud coliseum as the contestants along with Dash and Rarity prepare themselves for their turns. Dash however wasn't at all prepared for what's to come. One of the coliseum members knocked on the door where Rarity is getting herself ready.

"I'm going to be awhile!" Rarity opened the door as she blows on her sparkling hoof adn closes the door. Dash opens the curtains to see her friends cheering on one of the cloud seats while the bully pegasi are laughing below them which made Dash gulped.

"Fillies and gentlecolts! Please rise and join me in welcoming our beloved Princess Celestia!" the announcer said and the crowd cheers for Princess Celestia landing on a cloud seat saved for her with two guards by her sides and waved to the crowd.

"Please welcome our celebrity judges for the Best Young Flyer Competition. The Wonderbolts!" the announcer called as six members of the Wonderbolt squad fly up in the air and created a firework which made the crowd cheered excitedly even making Dash put out a smile. They landed on their seats ready to watch the show.

"And now, let's find out who will take the prize as this year's best young flyer!" the announcer commenced the start of the contest.

"Ok contestant number one, you're up." a coliseum member said as the first contestant made her way out for the stadium. Dash looked at her number on her flank and screamed to see she was up next.

"Ok number two, let's go." the member said. Dash quickly looked around to find a higher number to switch and sneaked up on a male pegasus who was munching on hay and swaped the numbers 2 and 5.

"C'mon c'mon, we ain't got all day!" the member urged impatiently.

"She's talking to you!" Dash said to the pegasus.

"Oh. Umm... Oh I guess that's me!" the pegasus said confusingly and rushed out. As time went on Dash continued to swap numbers as much as she could to avoid getting out on the field.

"Ok number four, time to go." the member said.

"I'm number four, and I need just one more itsy-bitsy minute. Be a dear and have somepony go ahead of me, hmm?" Rarity popped out with hair curls on and a mud face mask.

"Look, I don't care who it is, but somepony's gotta go on!" the member said very impatiently.

"Let's DO THIS!" a stray pegasus with the number 7 yelled and ran out. Dash however was number 6.

"Uhh... What am I gonna do?" Dash mumbled to herself and saw the highest and last number of the competition. The contest was almost over and the show was getting exciting.

"I loved number seven. Doing fifteen barrel-rolls in a row can't be easy." Twilight said.

"My favorite is number ten. She just looked like such a nice pony." Fluttershy joined.

"Hmm.. Wonder how come we haven't seen Rainbow Dash or Rarity yet? The competition's almost over." Applejack pointed out.

"I can care less about seeing Rarity. This contest is already over and she completely shattered Dash's dream." Zach said angrily.

"Zach!" Twilight scolded sharply.

"Yeah, I know, too much, but you know as well as I do that she shouldn't even be on that field." Zach pointed out. Soon Dash and Rarity were the only competitors and Dash was shaking on the ground in panic unable to control her calmness.

"Number fifteen, let's go!" the member said still in unpleasant impatience. Then the door Rarity was in opened with steam coming out and Rarity comes out with lipstick, bigger eyelashes, feathered clothes and hat, and jewled bracelets.

"Rarity... Is ready!" Rarity said confidently.

"Look ladies. I don't know what to tell you. There's only time for one more performance. If you both want to compete, you'll just have to go out there together!" the member suggested.

"Well Rainbow Dash? Shall we?" Rarity asked and Dash answered only with scared babbling.

"And now, for our final competitor of the day, contestant number fifteen! Uhh... And apparently contestant number four..." the announcer said as the two entered the field and the crowd cheered. Zach then notices Pinkie's giant human fan finger and surprised him.

"Where'd you get that?" Zach asked.

"Oh, I made this because it's a great way to cheer!" Pinkie answered gleefully.

"But why a human finger?"

"Because it can make the number one. How can ponies do it with hooves that have no fingers?" Pinkie pointed out and Zach looked at his hooves in understandment.

"Good point." Zach said and shifted his eyes back the field.

"Good luck Rainbow Dash. Just do your best. I hope you don't mind, but I took the liberty of changing our music. That "rock and roll" doesn't really match my wings." Rarity whispered and tried to cheer her on but just made it even worse for Dash as she started doing her graceful dancing performance.

"[gulp] C'mon Rainbow Dash. You can do this. Just remember the routine. Phase one." Dash said to herself as she does the flying around the pillars trick. She was doing great at first but as she was about to make another turn she turned to soon and crashed right into the cloud pillar and was sent flying to bottom wall of the stadium just next to the three bullying pegasi.

"Nice work Rainbow Crash!" the second pegasus taunted and made the others laugh and get a glare from Dash. Zach too was getting irriated by the three and to shut them up he kicks down a large slab of cloud on their heads and stuck right on them as they muffled in them and struggled to get out. Zach gave a small wink to Dash and she was getting back to her routine. Rarity on the other hand was still doing her graceful dancing and was doing good at it.

"Time for phase two." Dash said to herself and flew high into the air to spin the clouds like in her practice. As she does it there seems to be no problem so far.

"Look! Phase two is working." Fluttershy pointed out and the gang started cheering more in encouragement. Unfortunately she spoke to soon as Dash went too fast on one of the clouds and a piece of it flys right into her face losing her concentration and sent the stray cloud spinning right at Celestia. She gasped in surprise and ducked with her guards just in time as the cloud comes to contact with the wall and vaporizes into thin air. Dash was beginning to lose hope in herself and sees Rarity was having no trouble on doing her performance.

"And now for my grand finale. I will fly right up to the sun and beam my beautiful wings over the whole city of Cloudsdale! [gasp and squeal] They'll be talking about it for years!" Rarity said to herself in excitement and flew up into the air.

"Looks like this is my last chance to turn things around. Phase three. The sonic [gulp] rainboom. Wings, don't fail me now!" Dash said to her wings and swiftly flys into the air faster and higher than Rarity trying to get enough altitude to pull off the stunt. As Rarity stops in front of the sun panting heavily she began her finale.

"Look upon me Equestria, for I Am Rarity!" Rarity shouted for the audience to hear and opened her wings as the colors reflect off from the sun and shined all over the coliseum which made the crowd gasped in facination. Zach was about to jeer to her until something horrifying caught his eye. Her wings began smoking up unable to take the heat from the sun.

"RARITY, NO! DON'T GET TOO CLOSE TO THE-" Zach tried to warn but it was too late the wings incinerated into thin air leaving her wingless once again.

"Sun." Zach finished fearfully.

"Uh-oh." Rarity muttered looking at her wingless back before falling from thousands of feet in the air screaming in desperation.

"Oh no! Her wings evaporated into thin air!" Twilight said as Rarity falls threw the stadium squealing. Three of the Wonderbolt members take matters into their own hooves and flew down to rescue her. As the three were about to save her Rarity was in too much shock to stay calm as she sways her hooves around and accidentaly smacks each of the Wonderbolts faces putting them into unconciousness. Dash then hears Rarity's cries and sees her and the falling Wonderbolts.

"Hold on Rarity! I'm coming!" Dash said with determination and flew down as fast as she could. Rarity still continues to scream in fear as her life hangs in the balance.

"Oh, I can't look!" Fluttershy said in fear and covers her eyes in fear. As Dash struggles to pick up speed a force began to try and push her back. Rarity gasps in amazement and the group above gasped as well knowing what's coming.

"She's going to do it!" Zach pointed out as Fluttershy opens her eyes again and the group holds each other in suspense. Dash grunts as she tries as hard as she could to overcome the force and pushes on until she finally breaks the barrier of both sound and color releasing a loud boom of light and color as the shockwave can be seen in a spectacular rainbow stretching to the far reaches of the earth with a trail of a rainbow following behind Dash.

"A SONIC RAINBOOM! SHE DID IT! SHE DID IT! WOOO!" Fluttershy cheered only this time louder and had the excitement Dash wanted her to do as she jumps up and down in ectasy with the others staring with their mouths agaped in disbelief and silence. Soon Dash was able to catch Rarity in her hooves and the Wonderbolts on her back just in the nick of time before they could meet their fates. As Dash took up for the air again she looke behind to see the trail of colors following her and gasped in amazement seeing the feat she didn't think she could do was achieved once again just like when she was a little filly. As Dash makes a sparkling rainbow arch above the coliseum she comes under the open space below it and gives the injured daredevils and Rarity to some of the pegasi audience and landed on the clouds. Soon to Dash's surprise the crowd began cheering loudly in celebration for her and confetti and streamers began falling down. She then turns to her friends and was more surprise to see Fluttershy out cheering them even louder then the others.

"A SONIC RAINBOOM! WOOO! YEAH!" Fluttershy cheered still jumping in pure excitement which made Dash started forming tears in her eyes.

"I did it. I did it!" Dash said in happiness.

"[sigh] You sure did. Oh thank you Rainbow Dash. You saved my life!" Rarity thanked happily also ready to cry.

"Oh yeah. I did that too. Ha, best day EVER!" Dash cheered in celebration along with the rest of the crowd. Since Rarity wasn't cast with the cloud walking spell she had to sit on the hot air balloon to stay afloat.

"I want to apologize to all of you for getting so carried away with my... beautiful wings. I guess I just lost my head." Rarity apologize admitting her guilt as the group accepted her apology.

"I guess I owe you an apology too, Rarity. I shouldn't have treated you like that earlier." Zach said shamefully.

"Oh, Zach darling, it's alright. You were right, I was being really selfish today. And I am truly sorry." Rarity said giving an apologetic smile to him which she got in return.

"And I'm especially sorry that I was so thoughtless as to jump into the contest at the last minute after you had worked so hard to win it. Can you ever ever forgive me?" Rarity asked sincerely.

"Aw, it's ok. Everything turned out alright, right? I just wish I could have met the Wonderbolts when they were awake." Dash admitted.

"Well, it's not too late to see them now." Zach assured with a sly smile looking at something behind her.

"What-" Dash was about to ask until she felt a hoof poke her should and turn to see a her idols standing right in front of her healed and okay.

"[gasp] Ohmygoshohmygoshohmygoshohmy goshohMYGOSH!" Dash said repeatedly in total surprise.

"So you're the little pony who saved our lives. We really wanted to meet you, and say thanks." the orange captain with a flaming styled mane and tail known as Spitfire thanked.

"OhmygoshOhmygoshOhmygoshOhmy goshOhmygosh!" Dash said again repeatedly. Just then Celestia and her royal gaurds land near the group.

"Princess." Twilight announced surprisingly and the gang bowed before her.

"Hello Zachary Lanson and Twilight Sparkle, and hello to your friends too." Celestia greeted.

"Princess Celestia, I am sorry I ruined the competition. Rainbow Dash here really is the best flyer in Equestria." Rarity complimented.

"I know she is my dear. That's why for her incredible act of bravery, and her spectacular sonic rainboom, I'm presenting the grand prize for best young flyer to this year's winner, Miss Rainbow Dash!" Celestia announced and the crowd cheers again as Celestia places a golden crown with wings on each side with the Wonderbolt insignia in the middle.

"Ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh!" Dash cheered to herself again as three of the group carries Dash up in the air in celebration.

"So Zachary Lanson and Twilight Sparkle, did you learn anything about friendship from this experience?" Celestia asked.

"I did Princess, but I think Rarity learned even more than me." Twilight said turning her attention to Rarity.

"I certainly did. I learned how important it is to keep your hooves on the ground, and be there for your friends." Rarity said.

"And to not let things get to your head that often, no matter how valuable or precious it is, becuase if you do, you're just going to be finding your friends and yourself getting hurt." Zach added.

"Excellent. Well done Rarity." Celestia commended.

"This really is the best day EVER!" Dash cheered again setting herself back to the cloud grounds.

"Uhh, hey Rainbow Crash." the first bully pegasus called out not in a insulting mood but rather in a shameful tone.

"Dash!" the second pegasus corrected sharpfully nudging him.

"Oh! Uhh... Sorry Rainbow Dash. Uhh, we just wanted to congratulate you on winning the competition." the first pegasus congratulated politely.

"That sonic rainboom was awesome!" the second pegasus complimented radically.

"Heh, thanks guys." Dash thanked happily but did find this unexpected.

"Uhh, we're really sorry we gave you such a hard time before." the first pegasus apologized sincerely.

"Aww, that's ok. Don't worry about it." Dash assured.

"Hey. Do you want to hang out with us? Maybe you could show us how you did that incredible trick!" the first suggested excitedly.

"Sorry boys... But I've got plans!" Dash rejected as she flew up into the air with two Wonderbolts by her sides with her hooves on their backs to spend the day together as they fly off to the sun happy knowing that it really was the best day ever so far.

"Where'd I put that? Ohh, I thought I already…Ohh, and I can't forget I've got to- oh, how am I ever gonna get this done?" Rarity began worrying about a project she has to do and is late for running back and forth.

"Are you sure I can't help? I could-" Rarity's sister Sweetie Belle offered.

"No!"

"Maybe just a-"

"No thanks!"

"How about-"

"Just stand over there."

"But-"

"Where you'll be out of the way. Ribbon, ribbon! Where's the ribbon?!" Rarity started panicking.

"I got it!" Sweetie called out as she tries to reach for a spool of ribbon on top of a shelf but loses her balance and sends the spool flying to a mannequin and making it topple a couple times before finally falling onto a ironing board catapualting several balls of yarn to sheets of fabric on the shelves also sending them flying. Soon fabric and sewing equipment were flying everywhere making a mess all over the place. As soon as it was done Rarity stood in the middle of the room dumbfounded with her eye twitching with Sweetie standing sheepishly.

"Um, I-I'll just go and stand over there, where I'll be... out of the way." Sweetie stuttered sheepishly and zoomed off leaving Rarity sighing in exahustion seeing the mess she has to clean up again.

-Main music plays-

A few moments later Rarity was almost done cleaning while she picks up some fabric to put them back in their previous location.

"Won't you at least let me help you clean up?" Sweetie asked.

"No. You've helped me quite enough." Rarity declined irritatedly.

"I'm sorry, sis! I just thought that if I could help, I might find my special gift and finally earn my cutie mark." Sweetie complained looking at her blank flank.

"I understand. It's just that... I need this time to fill this order without any... complications. Okay, all done. Now, back to work. I've lost a lot of time, and I cannot have any more interruptions." Rarity said as she got back to her sewing machine just as the doorbell rings.

"Oh, what now?!" Rarity whined and in came the door Fluttershy with a basket near her.

"Oh, sorry. I thought the 'open' sign meant you were open, but I must have been mistaken." Fluttershy apologized as she makes her way out.

"[gasps] Fluttershy! Forgive me! I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming!" Rarity apologized.

"No worries, Rarity. I've left her there in the basket." Fluttershy said and out came Opal from the basket looking cleaned and groomed purring and nuzzling Fluttershy's leg.

"Oh, she looks great! I just don't understand how you're able to do it! I can't get near her without getting a swipe from her claws." Rarity admitted as she closes up to Opal and gets a hiss and swipe from her paw at her and gave the cat a dissaproving look.

"Did you use... The Stare on her?" Rarity asked uneasily.

"Oh, no! I wouldn't! I couldn't! I-I don't really have any control over when that happens. I-It just happens. No, I'm just good with animals. It's my special gift, you know?" Fluttershy said.

"Well, you should have a picture of Opal as a cutie mark instead of those butterflies." Rarity joked.

"Ooh, ooh, oh, oh, oh, oh! Maybe I can be good with animals, too!" Sweetie Belle mentioned but as she gets close to Opal the cat swipes her mane cutting a part of her mane clean off.

"Or not." Sweetie mumbled getting a cheshire grin from the animal and the two grown ponies laugh.

"I'm sorry I can't invite you to stay and chat, Fluttershy. I've bitten off a bit more than I can chew with this order." Rarity apologized.

"But you're not eating anything." Sweetie pointed out.

"No, Sweetie, it's an expression. It means that I've taken on more work than I can handle. I've got twenty of these special robes to make tonight! They're due in Trottingham tomorrow morning." Rarity explained and shows a golden sparkling fabric which made Fluttershy gasped in awe.

"See? I've lined them in a special gold silk. It took so long to make, but I think it adds just the right touch, don't you?" Rarity asked.

"These are lovely, but twenty by tonight? How will you get it all done?" Fluttershy asked worriedly.

"Well, I, uh..." Rarity stammered.

"Oh, oh oh! Maybe I could..." Sweetie was about to volunteer but got a glare from her big sister getting the message.

"Just... just stand over here and watch." Sweetie said sheepishly and walks away.

"I'll manage." Rarity assured.

"Well, maybe I should get out of your mane so you can work." Fluttershy said and was about to leave until a rushing surprise came by.

"Hi, Fluttershy! Hi, Rarity!" Applebloom and Scootaloo and rushing by passing the two mares.

"Hello, uh, girls..." Rarity greeted nervously feeling something bad was going to happen.

"Hey, Sweetie Belle!" the two fillies greeted their third friend.

"Scootaloo! Applebloom!" Sweetie cheered happy to see the others there.

"You ready for tonight?" Scootaloo asks.

"Yup! Cutie mark planning session is a go!" Sweetie answered.

"Tonight is the night we each try to find our own special talent." Applebloom said.

"Even if it takes us all night!" Scootaloo added.

"I'm ready! You ready?" Applebloom asked.

"Very ready!" Scootaloo answered.

"Cutie Mark Crusader sleepover at Rarity's! Yay!" the three fillies cheered loudly making the two grown mares flinched in surprise.

"And... look what I made us!" Sweetie said and the group looked at her to see a red cape on her with a blue shielded patch with a yellow pony on it which made the other two filles gasped in awe as they comment the cape.

"What does that patch on your cape mean?" Fluttershy asked.

"The Cutie Mark Crusaders! Yay!" the three cheered loudly again making Fluttershy cover her ears.

"We're on a crusade, a mission!" Scootaloo explained.

"To find our cutie marks!" Applebloom added.

"Yup. And look. I lined them with this special gold silk. It took sooo long to make, but I think it adds just the right touch, don't you?" Sweetie said the exact same thing that Rarity said about the golden silk and shows the same material under the cape which made the two fillies gasped in wonder while Rarity was not pleased by the sight as she twithces uncontrollably. Rarity zooms to the golden fabric to find three small rectangular holes on it which made Sweetie smile sheepishly.

"Sweetie Belle! What have you DONE? That was the last of the gold silk! Oh, now I'll have to make more! Oh, I hope I can make more. I'm gonna have to work all night! Which means... sorry, girls, I'm afraid the Crusaders sleepover is cancelled." Rarity announced.

"WHAT?" Sweetie screamed in disbelief.

"I just won't have any time to watch you if I want to get these robes delivered on time."

"But-"

"No buts this time. I'm sorry, Sweetie Belle, it's just the way it has to be." Rarity said shamefully and the crusaders lowered their head and sighed in dissapointment seeing their fun whisked away. But Fluttershy had an idea.

"I, ah, I suppose I could take them for the night." Fluttershy offered which made the three raise their heads and smiled at Rarity beggingly.

"I couldn't ask you to do that." Rarity objected.

"Oh, it's no problem at all."

"Have you met my sister and her friends? A problem is all it would be."

"Did I have a problem with Opal? You've seen how well I handle small creatures!"

"I suppose that's true... and I do have a lot of work to do..."

"Come on, it'll be fun."

"I assure you, they're quite a handful."

"These sweet little angels?"

"Well... all right."

"Cutie Mark Crusader sleepover at Fluttershy's cottage! Yay!" the three fillies cheered loudly again and ran out the door.

"So cute. W-wait for me!" Fluttershy shouted and flew over to catch up leaving Rarity to tend her work but also worried that Fluttershy won't be able to do it. Soon the pegasus and fillies were rushing towards the cottage to have their sleepover while Fluttershy thinks about the fun they're going to have.

"Oh, won't this be ever so fun. We can have a nice little tea party, and braid each other's tails, and sit quietly and color, and tell each other fairy tales, and-" Fluttershy said to herself and notices the three rush by Zach Lanson and Twilight Sparkle spinning them a little but as they regained their focus the watched the three play by a water well and couldn't help but smile while they play and laugh together. As they turned they noticed Fluttershy floating by.

"Hello, Fluttershy." Twilight greeted.

"Hi, Fluttershy." Zach joined.

"Oh! Hello, Zach and Twilight. Where are you off to?" Fluttershy asked.

"We're heading to the Everfree Forest, to Zecora's, to get some of my favorite tea." Twilight answered.

"Th-the Everfree Forest? Ah, you'll be careful, won't you?" Fluttershy asked worriedly.

"Of course! That's why I'm coming along, to make sure she stay's safe." Zach added.

"Zach, I can take care of myself. You don't have to be my personal bodyguard." Twilight assured.

"I know, but you know as well as I do the forest has many dangerous predators." Zach reminded.

"Yeah, yeah, I know. How about you, Fluttershy? What are you doing with the girls?" Twilight asked.

"Rarity has a big order to fill tonight, so I volunteered to take the girls over to my cottage for a sleepover." Fluttershy answered.

"Wow. Sounds like everypony has their hooves full today. Taking care of those three fillies all by yourself? You sure you can handle it?"

"What? These sweet little angels? They'll be no problem at all." Fluttershy assured.

"Alright then. You four have fun!" Zach said as he and Twilight take their leave while Fluttershy and the fillies head to her home. Later that night as they arrived the three were already looking like they were going to make a mess already as they throw their backpacks almost hitting a blue jay bird and a squirrel as they study every inch of the cottage.

"No problem at all. Okay, girls, uh, what should we do?" Fluttershy asked.

"I'm gonna get my mark first!" Scootaloo stated ignoring the question.

"Girls?" Fluttershy called.

"Nuh-uh!" Sweetie countered also not paying attention.

"Should we-" Fluttershy tried again.

"I am!" Applebloom said.

"Girls, okay, now settle-" Fluttershy tried to calm the three down but still was unsuccessful.

"I'm staying up all night!" Scootaloo announced.

"Me too!" Applebloom also said.

"Me three!" Sweetie joined.

"I-I know you're excited, but- girls, oh, oh, careful with the- oh, ah, girls-" Fluttershy tried to call but was trying to stop them from getting themselves hurt from either falling from an unbalanced chair or got their heads stuck in a bird house. Fluttershy blew the long strand of mane from her face to get a better view.

"So! What do you wanna do? Play a game?" Fluttershy asked.

"We are the Cutie Mark Crusaders!" Scootaloo reminded.

"And we want to crusade for our cutie marks!" Applebloom added.

"And, and, and, we, um- yeah! What they said!" Sweetie stuttered unable to think of anything else.

"Mmm, I don't know... how about a nice quiet little tea party?" Fluttershy suggested.

"Or... we could go adventuring in the Everfree Forest!" Scootaloo pointed out and the other two agreed and were about to make their way our the door until Fluttershy blocks the path.

"Oh, no. The Everfree Forest is much too dangerous. It's filled with far too many strange creatures." Fluttershy warned.

"But you could go with us and we could catch those creatures. We could be, umm... creature catchers!" Sweetie announced.

"YAY! Cutie Mark Crusader creature catchers!" the three fillies cheered loudly. Then Applebloom and Scootaloo grabbed a basket and carpet and disguised themselves as an imaginary creature with Applebloom on the bottom and Scootaloo on top so they can have a great height.

"Arrrr... I am a dangerous creature from the Everfree Forest! Rrrarr!" Scootaloo roared with the basked on top of her head in a deep voice as Applebloom walks towards Sweetie. She had a confused look but then understood what the plan was.

"Halt, dangerous creature from the Everfree Forest. I am Sweetie Belle, the creature catcher, and I'm here to catch you!" Sweetie said in a brave tone.

"You can never catch me! I am far too powerful and dangerous!" Scootaloo stated still acting like a monster.

"You cannot run from me!" Sweetie countered and the fillies started chasing each other giggling and roaring playfully.

"Um, oh, maybe that's not such a- now, girls, how about we do some nice coloring. Dhh-" Fluttershy grunted as Sweetie jumped on her.

"Come back, dangerous creature, so I can catch you!" Sweetie demanded after hopping off a table making it wobble.

"Never!" Scootaloo refused still being chased around the cottage.

"Careful... you don't..." Fluttershy tried to warn but then came a crashing sound.

"...break anything." Fluttershy finished. The three accidentally broke the table and gave shameful looks.

"Sorry, Fluttershy." Sweetie apologized shamefully.

"Yeah, sorry." Scootaloo joined.

"I guess we aren't creature catchers." Applebloom assumed sadly as the three lied down on the floor.

"Oh, girls, it's okay. I-" Fluttershy was cut off by another strange idea from the crusaders.

"I know! We could be Cutie Mark Crusader carpenters!" Applebloom suggested excitedly.

"C-carpenters?" Fluttershy stuttered to herself in fear and the three rushed out and returned with doctor head mirrors and stethoscopes looking at the wrecked table.

"Hammer!" Applebloom ordered.

"Hammer." Scootaloo repeated and grabbed a hammer and she and Sweetie passed it to Applebloom.

"Hammer!" Sweetie also ordered.

"Hammer." Scootaloo repeated again and passed it to Sweetie.

"Hammer. Hammer!" she then said to herself and grabbed her own tool. The three looked at each other and nodded and began their work only making loud obnoxious sounds intimidating Fluttershy and the animals. As soon as the noise was over Fluttershy looked to see the table the complete opposite of fixed as the pieces were put at the wrong places.

"Um ... that doesn't look like a table." Sweetie pointed out.

"We were making a table?" Scootaloo asked in confusion.

"Somepony needs to put this thing out of its misery." Applebloom mentioned.

"We are definitely not Cutie Mark Carpenters." Scootaloo said.

"Who wants a picture of a hammer on their flank anyway?" Sweetie asked.

"Well, now that we've gotten that out of the way, how about a game?" Fluttershy asked.

"A game?" Applebloom repeated as the crusaders made their way to the couch.

"It's called 'Shhh!'" Fluttershy said.

"What's that?" Scootaloo asked confusingly.

"Well, it's a game about who can be quiet the longest. Sound fun?" Fluttershy asked but the three had disappointed looks on their faces.

"I'm the world champ, you know. I bet you can't beat me!" Fluttershy said and gave out a cute smile and took a deep breath holding it in.

"I lose!" Scootaloo shouted.

"Me too!" Sweetie joined.

"Me three!" Applebloom also said and the three began going around the house looking for something else to do to find their own talents with Fluttershy sighing letting go of her breath.

"Okay, now what can we do? Oooh! How about Cutie Mark Crusader coal miners?" Applebloom suggested popping her head from the fireplace with soot covering her.

"YEAH!" the other two cheered also sticking their heads out with soot on them.

"NO!" Fluttershy declined forcefully and the three moaned in disappointment with puppy eyes.

"I mean, it's time for bed, don't you think? Aren't you excited to get all toasty and warm in your snuggly-wuggly widdle beds?" Fluttershy cooed.

"Snuggly-wuggly? But we have more crusading to do!" Applebloom pointed out.

"We've got plans!" Scootaloo added.

"And capes!" Sweetie reminded showing her their capes.

"Um, okay, um. Maybe the crusading can wait until morning? When it's light? And not so... dark?" Fluttershy suggested the four made their way upstairs.

"How are we gonna find our special talent in our sleep?" Applebloom asked as the three lie in Fluttershy's bed while she blows out the candle light.

"Maybe you'll have a lovely little dream about your special talent." Fluttershy predicted.

"But we're not even tired!" Scootaloo complained.

"How about I sing you a lullaby?" Fluttershy suggested.

"Mm-hmm, yeah!" the three agreed and Fluttershy cleared her throat and began to sing her lullaby.

"Hush now, quiet now

It's time to lay your sleepy head

Hush now, quiet now

It's time to go to bed." Fluttershy sang in a beautiful harmonizing voice. The three fillies began yawning and looking tired.

"I know this one!" Sweetie admitted.

"Oh, how wonderful! Why don't you sing it with me?" Fluttershy offered. Sweetie cleared her throat and gave sly smiles to the other two and they got her message as they covered their ears as Sweetie began singing in a bouncy jazzy tune.

---

[Sweetie Belle]

"Hush now! Quiet now!

It's time to lay your sleepy head!

Said hush now! Quiet now!

It's time to go to bed!"

---

Fluttershy: "Okay Sweetie, that was..."

---

[Sweetie Belle]

Driftin' (driftin') off to sleep!

The exciting day behind you!

Driftin' (driftin') off to sleep!

Let the joy of dream land find you!

---

Fluttershy: "Thank you Sweetie, um..."

---

[Sweetie Belle]

"Hush now! Quiet now!

Lay your sleepy head!

Said hush now! Quiet now!

It's time to go to BED!

OW!" Sweetie sang so loud that it even frightened the chickens outside. Sweetie than went back into the covers getting ready for bed while the other two lay under the sheets. They then heard clucking from outside.

"What is that?" Scootaloo asked and the three were curious to find out. After Fluttershy finished cleaning up some of the mess from the vibrating singing she sees that the three fillies disappeared from the bed and looked outside to see them in the chicken den.

"Girls!" Fluttershy called out from the window.

"Fluttershy, your chickens are on the loose!" Applebloom pointed out as the chickens run around in panic.

"I wonder what could have caused that..." Sweetie said and the other two looked at her in disbelief.

"Don't worry, Fluttershy, the Cutie Mark Crusaders will handle this!" Scootaloo assured.

"Cutie Mark Crusader chicken herders! Yay!" Sweetie cheered and the three rushed over and chased the chickens scaring them even more.

"No, I don't think that's a- ah, come back! Please!" Fluttershy begged but they ignored her and continued on chasing the chickens and Fluttershy flew down to get their attention from there.

"Come on, girls, the chickens are fine- oh, girls, um..." Fluttershy continues to struggle for attention until a stray chicken landed on her head and was starting to irritate her.

"GIRLS!" Fluttershy shouted which finally caught the three's attention thus stopping the chase. She then made some clicking noises and urged the chicken off her head and takes the rest back to their den.

"Come on, in you go." Fluttershy ordered as three remained outside disobeying her command. She then decided to use her secret talent the stare. She give a big intimidating look at the chickens which began to actually frighten them. The three fillies looked in surprise seeing how Fluttershy is doing this. Soon the three chickens backed their way inside the den and Fluttershy went back to the fillies.

"There's some good chickens. Okay, you three. Isn't it about time you got into bed?" Fluttershy asked.

"BUT-" the crusaders cried in unison.

"Please?" Fluttershy begged and the three looked down in defeat. Seeing this as an agreement Fluttershy smiled and sent the three back to bed.

"So, no more crusading for tonight, all right?" Fluttershy said.

"Yes, Fluttershy! Scootaloo answered closing her eyes.

"We promise, Fluttershy!" Sweetie guaranteed doing the same.

"Goodnight, Fluttershy!" Applebloom said also closing her eyes.

"Okay, goodnight." Fluttershy responded and went downstairs leaving the three in bed. Soon as she was out of sight the three crusaders peeked open one of their eyes to see her gone.

"Okay, so what kind of crusading do we do next?" Sweetie whispered.

"There's not much we can do from this room... unless we become Cutie Mark Crusader cottage cleaners." Applebloom suggested quietly.

"N-no, thanks."

"Well, we have to think of something. We can't just waste this opportunity to find out what our special talents are. Hey, girls! Look! Some of the chickens may have escaped!" Applebloom said and at the den was a hole from the fence with chicken claw marks imprinted on the ground leading to the Everfree Forest.

"Into the forest!" Scootaloo pointed out.

"Cutie Mark Crusaders chicken rescuers are go!" the three chanted again only silently this time clapping each others hooves. Bringing their capes along with them they peeked their heads from the staircase to get a better view of the living room and sees Fluttershy resting on the couch.

"[sigh] It really wasn't THAT hard ... I mean, all I needed to do was just show them who's in charge. Nothing's gonna get past Fluttershy! Good with animals, good with kids." Fluttershy said to herself proudly as the three were able to sneak pass her behind the couch and made their way out the door. As they make their way for the path to the forest Scootaloo's cape got caught on one of the yard fence poles and ripped it.

"Wait up!" Scootaloo called out quietly as she rushes to catch up with the other two as they entered the dangerous forest. Fluttershy rests peacefully on the couch unaware of what has happened.

"Mmm, peace and quiet. [gasps] Too quiet." Fluttershy said to herself sensing something was wrong. She flies up and gasps only to see the bed empty. She then checks outside to see if they haven't gone far.

"Girls? Girls?" Fluttershy called and checked the den and notices an empty nest in it.

"Elizabeak! She's missing! GIRLS?" Fluttershy called again and something caught her eyes and notices the hole in the den fence, claw and hoof prints, and Scootaloo's torn cape.

"Oh, no! They must have gone looking for my missing chicken! Which means... they must have gone into... [gasp] [gulp] The Everfree Forest!" Fluttershy said in fear.

"Those girls have really done it this time! They've really bitten off more than they can chew! Oh, just like me! I never should have offered to watch them." Fluttershy said and looked at the forest and took a deep breath before venturing into the deep dark foggy forest. The three fillies meanwhile were going deeper in the forest searching for the missing chicken.

"Here, chick-chick-chick-chick-chick! Brawck, brawck brawck brawck, brawck!" Applebloom called out imitating a chicken cluck.

"What are you doing?" Scootaloo asks in confusion.

"Calling for the chicken!"

"That is not how you call a chicken."

"Oh, and you know how to call a chicken?"

"I know that's not the way."

"Then show me."

"I don't have to show you!"

"You're just chicken!"

"Am not!"

"Oh, wait, now I know how to call a chicken! Scootaloo! Scoot-scootalooooo!"

"That's so funny I forgot to laugh."

"You also forgot how to call a chicken."

"Why, you..." Scootaloo grumbled irritatedly while Applebloom sticks out her tongue at her producing a rasberry.

"Come on, guys, we're not gonna find the chicken or our cutie marks by arguing." Sweetie assured just a branch that looks like a monster hand nearly grabbed her from the wind.

"Maybe that's our special talent. Arguing!" Applebloom mentioned.

"Is not!" Scootaloo opposed.

"Is too!"

"Is not!"

"Is too! Anything yet?" Applebloom asked and Scootaloo checks her flank to see nothing.

"Nope." Scootaloo answered.

"Darn." the two began giggling at their silly argument and continued to search for the animal.

"Heeeere, chick-chick-chick-chick, bwock, bwock bwock bwock bwock bwock b-bwooock!" Applebloom called out in the imitation of a chicken. Fluttershy walked through the forest fearfully still looking for the missing trio.

"Girls? [gulp] Girls?" Fluttershy calls out quietly and squeaked as the wind picks up.

"Oh! Get a hold of yourself, Fluttershy. Just put one hoof in front of the other." Fluttershy instructed herself and stepped on a twig breaking it in two making a cracking sound.

"Ahh! What was that?" Fluttershy said shakingly as she backs into a tree and bumps into it and screams in horror runnning away in fear. She then notices two familiar figures in a clearing in the distance.

"Zach, Twilight? I-is that you?" Fluttershy called out as she approaches to get a closer look. As she was close enough to see the figures it was Zach and Twilight standing there but motionless.

"Oh, Zach, Twilight, it is you. Thank goodness you're here. I need your help. The girls are out here somewhere, and I'm afraid that they're-" Fluttershy paused as the clouds in the night sky moved from blocking the moonlight and revealed Zach and Twilight standing not in their colored appearances but surrounded by gray cemented stone. She gasps in fear from the sight as Zach stands in a protective position with an fierce look on his face in front of Twilight as she looks on fearfully looking like she was looking at something horrifying.

"Oh! What's happened to you?" Fluttershy asked and poked the two which made them toppled to the ground slamming on the ground like real stone startling her.

"Oh, no! If you've been turned to stone, it must mean- oh! Oh no, the girls! Don't move, I'll be back for you two. GIRLS!" Fluttershy called as she takes off for the air resuming her finding for the three as quick as she can before it's too late from whatever it is that put Zach and Twilight in the condition they're in. The crusaders continued following the tracks still trying to find the chicken while Applebloom and Scootaloo continue to argue hoping that their cutie marks will appear.

"Is not!" Scootaloo disagreed.

"Is too!" Applebloom assured.

"Is not!"

"Is too!"

"Girls! Our special talent is not arguing. Besides, what would the cutie mark of somepony whose talent is arguing even look like?" Sweetie asked making her point.

"Girls? Girls?" they then heard Fluttershy's voice call for them as she flies above the forest.

"Fluttershy?" Sweetie called getting her attention and lands near the three.

"Girls? Thank goodness I found you!" Fluttershy sighed in relief.

"Fluttershy, what-" Applebloom was about to ask.

"Girls, we have to leave the forest at once!" Fluttershy urged.

"But... we haven't found the chicken yet!" Sweetie pointed out.

"There's no time for that. There's a cockatrice on the loose!" Fluttershy warned.

"A cocka what now?" Applebloom asked in confusion.

"A cockatrice! It's a frightening creature with the head of a chicken and the body of a snake. Now, come on!" Fluttershy ordered but sees the three continuing into the forest.

"The head of a chicken and the body of a snake? That doesn't sound scary, that sounds silly!" Scootaloo said.

"Well, if I ever saw one of them cockathingies face-to-face, I'd laugh at how silly it was." Applebloom said and bumps into Fluttershy.

"NO! Never look one in the eye. If you look a cockatrice in the eye-" Fluttershy was about to explain until the three sees the rogue chicken running out of a bush.

"The chicken!" Applebloom pointed and the fillies began chasing for it.

"Girls! Wait!" Fluttershy called.

"Here, chick-chick-chick-chick-chick!" the three shouted. They immediately stopped after hearing a menacing growl come from the bushes. Sweetie then notices the chickens head popping out of another bush.

"There he is!" Sweetie pointed. Suddenly another chicken head pops out.

"Two chickens?" Scootaloo said in confusion.

"I thought only one escaped!" Applebloom reminded.

"Grab them both!" Sweetie ordered and the three tried grabbing the two birds but they both hid back into the bushes. Just then the second chicken comes out flying in the air revealing the rest of it's body not in feathers but in scales like a snake scaring the fillies. It then opened it's dragon like wings and roared. The real panicking chicken then found itself cornered by the beast. It's eyes began glowing red and in just a couple seconds the chicken completely turned into stone as well. It landed half buried in the ground and the cockatrice turned it's attention to the girls readying for it's next target. The girls screamed and ran as fast as they could with the creature following. On the way Scootaloo accidentally tripped on a rock falling to the ground with the other two. They then noticed Zach and Twilight's statued bodies with snails crawling on them.

"See? Now we have to-" Fluttershy was about to say but cut off by the girls screaming and running around.

"Girls, please. Girls- now listen to me, girls, I- please!" Fluttershy tried to calm them down but they continued screaming. She then notices the cockatrice coming out of the bushes and ready to attack.

"GIRLS! Behind me, NOW!" Fluttershy ordered covering her eyes and the crusaders stopped screaming and did what they were told. The creature approaches waiting for Fluttershy to open her eyes as she struggles to keep them closed. She then opened one of her eyes and sees the the fillies standing behind her in fear. She knew she had to do something to protect them even if it's risking her own life and she exactly knows how to do it.

"YOU! Just who do you think you are, going around turning others into stone?" Fluttershy opened her eyes and came up to the beast staring at it with an unlikely bravery from her. The cockatrice flinched for a moment and used it's powers on her turning her to stone from the back and making it's way up.

"You should be ashamed of yourself. I have a mind to find your mother and tell her what you've been up to, young man." Fluttershy threatened making the creature worry even more trying to pick up the pace on casting her into stone.

"Now you go over there, and turn Elizabeak and my friends, Zach and Twilight back to normal, and don't ever let me catch you doing this again." Fluttershy warned after using her stare power until finally the cockatrice's will was broken and let Fluttershy go from stone imprisonment. The crusaders were surprised by this act of bravery.

"Do you understand me?" Fluttershy asked and the cockatrice uneasily nodded and went over to free Zach and Twilight squawking in fear.

"Are you girls all right? I was so worried!" Fluttershy asked concernedly.

"Yeah, fine!" Scootaloo answered gratefully.

"Thanks to that stare of yours." Sweetie added.

"You're like the queen of stares. You're the-"

"Stare Master!" the crusaders said in unison

"We're sorry we snuck out of the house and into the forest." Sweetie apologized.

"Yeah. We'll listen to you from now on." Applebloom said.

"We promise." Scootaloo assured.

"Oh, you do, do you? Well, you better, or I'll give you... The Stare." Fluttershy said giving her a one eye look at the three giving them a couple of scared looks but they all started giggling. Soon Zach and Twilight were approaching back to their normal selves.

"What... what happened?" Twilight asked confusingly.

"And why is there snail slime on us?" Zach asked irritatedly and they heard clucking going on from a couple yards and sees the missing chicken back to normal as well struggling to get out of the buried upside down condition. The next morning the group returned to the cottage after getting the tea Zach and Twilight were after from Zecora's while the three fillies run around playing with each other.

"And that's when it brought you two back from stone." Fluttershy explains her story to Zach and Twilight while they have tea at her backyard table while Twilight writes it down.

"This is gonna make quite a letter to the princess. I was wrong about you. You certainly do know how to handle those girls." Twilight assumed.

"Oh, I wouldn't go that far."

"Hmm? How so?"

"I assumed that I'd be just as good with kids as I am with animals. Boy, was I wrong. I really learned the hard way not to bite off more than I could chew."

"You and Rarity both."

"Yep, but you did manage quite well for yourself. I guess I still have to practice more to be more stronger. Some protector I was." Zach muttered disappointedly.

"Oh, Zach, it's okay, you tried your best. You were right about coming along yesterday." Twilight said giving a thankful smile to him which he returned. Just then Rarity approaches the table.

"Good morning, Rarity." Twilight greeted.

"Did you finish all those capes?" Fluttershy asked.

"[sigh] Just delivered them. I have to admit, if you hadn't come along, I might not have. Thanks again." Rarity thanked nuzzling Fluttershy.

"Won't you stay for some tea?"

"I really must get back to the shop and clean up. Girls! Get your things. Time to go. Girls!" Rarity called again but the fillies ignored her and kept chasing each other laughing.

"Girls! Time to- Girls! Your things! Girls! It's time to- GIRLS!" Rarity struggles to get the three's attention.

"Allow me. [clears throat] Girls?" Fluttershy called and just like that the crusaders aligned in front of the two mares and just shocks Rarity in disbelief.

"Yes, Fluttershy." Applebloom responded.

"You called?" Scootaloo asked.

"Go and get your things. Rarity is here to see you home." Fluttershy ordered.

"Of course, Fluttershy, right away!" Sweetie said and the three rushed off to grab their belongings.

"Ah, huh, ah, how did you... how did you do that?" Rarity stuttered in disbelief and Fluttershy looks at Zach and Twilight giving them a wink making them smile.

"I guess I'm just as good with kids as I am with animals." Fluttershy assumed and the crusaders come out with their backpacks saying their goodbyes.

"Ah, uh, speaking of which, I could use your help with Opal." Rarity said.

"Of course. How about later today?" Fluttershy asked and just heard a cat yowl and Rarity turns to show Opal clawed onto her ribs.

"How about now?" Rarity strained trying to take the pain and it wasn't long for Zach and Twilight to see the sight and the three couldn't help but laugh despite the events that happened but everything turned out alright in the end.

[This will probably be the last update until I get the rest of the season done. Sorry to keep you waiting but I hope the patience will be worth it and I'll do my best. Thank you and enjoy.]

In a field of trees Applejack takes the Cutie Mark Crusaders Applebloom, Scootaloo, and Sweetie Belle to a hidden location.

"Where are you takin' us?" Applebloom asked curiously as she and the other two follow Applejack from behind.

"We're almost there, youngin's." Applejack announced.

"I've never been here before." Sweetie admitted. During the walk Applebloom moved a giant plant leaf to get through and let it go therefor smacking right into Scootaloo's face.

"Ouch!" Scootaloo shouted in pain.

"Oh. Sorry." Applebloom apologized.

"Are we there yet?" Scootaloo asked impatiently.

"There? Where? What? I don't even know what we're doing." Sweetie admitted confusingly.

"Here we are." Applejack stopped at a specific spot and showed something that the crusaders can't quite understand what it was.

"What are we lookin' at?" Applebloom asked.

"I have no idea." Scootaloo answered.

"What is that thing?" Sweetie asked a little disgustedly.

"Cutie Mark Crusaders, welcome to your new clubhouse." Applejack announced showing an old rundown tree house looking like it hasn't been used for years as a part of a window comes off. The three just stood there staring at the sight a little ungrateful.

"Well, don't thank me all at once. This was my clubhouse when I was your age. Sure it hasn't been used in a while, but it's empty and on a secluded, private part of the farm. And it's all yours. It just needs a little, uh... TLC." Applejack assured as the group walked up.

"TLC as in Tender Loving Care or Totally Lost Cause?" Scootaloo punned irritatedly.

"Applejack! We're supposed to turn this into our new clubhouse?" Applebloom whined.

"Well, maybe y'all will get your cutie marks when you discover your talent for- Waaah!" Applejack screamed after leaning on the wall of the house and ripped a whole chunk of it down sending her falling. She then comes out of the rubble dizzingly.

"Uh... house cleanin'?" Applejack finished uneasily as the Cutie Mark Crusaders plan out their building strategy.

-Main music plays-

On the outskirts of Ponyville Scootaloo studies the area as she draws a map out of it so the Cutie Mark Crusaders can explore them to see if their talents lies within them. As she finishes the last of the map and nods to herself and puts the map in her saddlebag she gets on her scooter and with her wing power she was able to move as fast as Dash would when flying only she is doing it on a vehicle and on land. She passes by a couple talking ponies making their hairs fly. She then spots a ramp and decided to some tricks. When jumps off the ramp she does some spinning moves getting some gasps and awes from the citizens below her. When she landed she passes by Granny Smith making her spin rapidly and shouted at Scootaloo in anger. As she nears the tree house jumping and ducking some tree branches a low tree branch blocks her path to low for her to duck with birds on it. She prepares a daring move as she jumps over the branch with the scooter still going. She gets over the branch and lands back on her scooter without a scratch. Applebloom meanwhile paints and refurbishes the whole clubhouse getting it ready to be their new secret hideout. She then hears and sees Scootaloo popping out of the branches and heads toward her as she prepares for impact. But Scootaloo was able to halt just in the nick of time.

"Whoa! Hi, Scootaloo! Back already? You're amazin' on that scooter." Applebloom complimented as Scootaloo takes off her helmet swaying her mane to get it back into shape.

"Thanks! Wow, Apple Bloom. You did all of this?" Scootaloo asked looking at the new remodeled clubhouse in amazement.

"Yep! I've fixed the broken shutters, sanded off the splinters, rebuilt the roof, painted..." Applebloom added.

"That's so cool. What's Sweetie Belle up to?" Scootaloo asked. Sweetie was dusting the nearby table and some other things singing in that young but beautiful tone.

"We are the Cutie Mark Crusaders... [humming]...never stop the journey... [humming]" Sweetie sang.

"There you are, Sweetie Belle! See? I told you we could find her by following her totally awesome voice." Applebloom said.

"What's that sweet tune you're singing?" Scootaloo asked.

"Oh. I was just working on our new Cutie Mark Crusaders theme song." Sweetie said nervously.

"COOL!" the other two cheered in unison.

"Teach us?" Scootaloo asked.

"Well, I've only come up with one part... but okay!" Sweetie agreed and the three went to the newly constructed clubhouse to practice their new theme song. Later Applejack comes over with Zach Lanson to see how the three were doing.

"I didn't know this part of the farm exists." Zach admitted.

"It's a private part of the farm. I used to come here all the time when I was a filly. But it didn't look like this when I was gone. Those three sure did a fine job. I wonder where they are anyway." Applejack said.

"Let's check inside." Zach suggested and the two went up to see them and heard the three sing their theme song.

"They all say that you will get your mark

When the time is really right." Sweetie sang in the smooth beautiful tone.

"And you know just what you're supposed to do." Applebloom sung in a decent voice

"AND YOUR TALENT COMES TO LIGHT!" Scootaloo sing in an unbearable scratchy voice making the two grown ponies flinched and decided to talk to them.

"Well, uh... I'll be, Cutie Mark Crusaders. You've done one fine job with this place. So, what's next?" Applejack asked the three fillies looking around the newly constructed building.

"Well, now that we have a real life clubhouse..." Applebloom mentioned.

"And a map of Ponyville." Scootaloo added pointing at her drawn map.

"And a Cutie Mark Crusaders theme song." Sweetie joined.

"Theme song?" Applejack whispered.

"Kid thing, just go along with it." Zach whispered back.

"We're gonna go out in the world and discover our talents." Applebloom said.

"A new adventure!" Scootaloo said.

"And earn our cutie marks." Sweetie finished.

"We'll leave no stone unturned!" Applebloom announced.

"No mountain unclimbed!" Scootaloo joined.

"No meal uncooked!" Sweetie said.

"No sock unworn!" Applebloom continued and the two watchers decided to end it and take their separate ways.

"Well okay then! Sounds like you have a plan. I gotta, uh... Leave no apple unpicked! See y'all later!" Applejack waved as she leaves.

"And I've got to see Cherilee to help her with... something. Bye!" Zach also waved and left as well.

"Are we ready to get our cutie marks, ponies?" Scootaloo asked the other two.

"Ready!" the three confirmed and clapped their hooves out to find their talents. They start at Sweet Apple Acres barn to feed the pigs. As soon as they filled the pig feeders they ring the bell and released the pigs from their cells. But as they come out they toppled the kids and dug right in the slop. The three then checked their flanks only to find a disappointed dirty mess. So they crossed the barn on the map and moved on to Sugarcube Corner to see if their talent is baking. Sweetie smells the aroma of taffy blocks as they load them into an automatic taffy twister to mix up a recipe. Scootaloo and Sweetie clapped their hooves in triumph but was short lived as Scootaloo's tail gets caught by the sticky taffy pulling her in. The other two tried to help her out but only to find themselves getting pulled into the machine with Scootaloo as the sticky substance twists them. When they got freed and headed out of the bakery they were stuck together by the gooey taffy. They all checked their flanks again to find them blank again with disappointed looks on their faces. They then moved on to Carousel Boutique where they decided to try out a hair styling talent. Some ponies did come to enjoy and relax and the boutique while the fillies mix up some hair coloring. Later a customer rushes out crying over how ridiculous her clown like hair looks. The fillies checked their flanks once again to see them still blank disappointedly. Another place checked off and they traveled back to Sweet Apple Acres to try out a guessing game where you have to choose the right picture the other player draws out. Sweetie draws out a card and reveals a red heart from the opposite side where Applebloom is while she thinks hard on what it is. She then presses a button on the gaming mechanism and it shows to Scootaloo and Sweeite that she chose a yellow circle. They shook their heads in shamefully and Sweetie draws another card that shows a cyan star on it. Applebloom then presses a outlined square button and the other two see it to shake their heads again. They picked out another card with a four leafed clover on it and sees Applebloom thinking way hard on what the answer is until an idea popped in her head. She presses all of the buttons at the same time which sends the cards flying right at the other two giving unamused faces at her. Again they checked their flanks to nothing on them. After crossing out another disappointing moment they traveled to the mountains to see if they're good at rock climbing. The three climbed to the chilly snowy top as they tried to help each other up from falling but pulled too hard and the three were falling to the bottom. They were on the ground as the mountain wasn't even that tall only estimated about 20 feet high. As they regained their composure they checked their flanks once again only to be shamed again after finding nothing. Next they traveled to the lake to see their talents are scuba diving as they swim to the bottom with goggles, fins, and snorkels. They did find something only it was chasing them out of the water. An angry one eyed octopus chases them out of the water after entering it's territory. Finally the three set out to Zach Lanson and Twilight Sparkle's library home to see if they can find anything there. Zach, Twilight, and the school teacher Cherilee talked while entering the library.

"I had nothing to do with this." Spike immediately said.

"What is going on here?" Twilight asked shockingly seeing a whole pile of books scattered in the room.

"Hmm... Well, we sure aren't gettin' our cutie marks for bein' librarians." Applebloom said with the other two looking through the library books and papers.

"Huh. I should think not." Spike snorted earning a glare from Zach and Twilight.

"What?" Spike asked confusingly.

"You were supposed to keep the library closed and clean while we were gone." Zach reminded.

"Girls, I think you're going about this the wrong way. Instead of trying to do things in areas you're not familiar with, why not try doing things in areas that you already like?" Twilight asked.

"And I have the perfect place to start." Cherilee stated and placed a poster with a drama symbol on it.

"'Showcase your talents..." Applebloom read.

"...for all to see..." Scootaloo s=also read.

"Perform in the Ponyville school talent show.'" Sweetie finished.

"There'll be all sorts of awards. Best dramatic performance, best comedy act, best magic act... Surely you can find your talent." Cherilee suggested.

"This would be the perfect place to discover our talents. Jugglin'!" Applebloom said.

"Acting!" Scootaloo joined.

"Magic tricks!" Sweetie added.

"Square dancin'!" Applebloom mentioned.

"Tightrope walking!" Scootaloo said.

"Tiger taming!" Sweetie suggested.

"My little ponies! You're missing the point. Think about the things you already enjoy doing. Think about what you're already good at." Twilight said.

"Try noticing something you are already good at. See if you're good at this certain thing on your own." Zach added.

"Sure! We can do that." Scootaloo understood.

"Yeah! Sure we can." Sweetie agreed.

"Well, whatever we do, we'll do it as..." Applebloom said.

"...The Cutie Mark Crusaders!" the three cheered in unison and clapped their hooves. Later they decided to do something spectacular in the show and already thought of what they needed. They went down to Carousel Boutique and grabbed some fabric without Rarity's permission as they left with Scootaloo pulling the other two in a wagon behind her with the fabric in it.

"Sweetie Belle! I told you not to touch my things. Come back with my supplies!" Rarity rushes out the door and shouts in anger.

"We're just borrowing them for the talent show. Don't worry, sis. I promise we'll bring them back." Sweetie assured. They then went to another store to pick up a fan but this time got permission from the owner.

"Thanks, Mr. Breezy. We'll return the fan to you real soon." Scootaloo thanked as the owner loaded the fan on the cart and the three left to grab some more supplies.

"What do we need this fan for?" Applebloom asked curiously.

"Trust me on this one." Sweetie said. Later Scootaloo loaded the cart with several wooden planks with other resources they picked up earlier.

"Okay, so that's six wooden planks, four-by-eight plywood, a box of nails, four cans of paint and four brushes. Anything else?" Scootaloo asked.

"Yeah. Instructions on how to use six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four brushes." Sweetie pointed out and the three decided to head back to the library to borrow a book from Zach and Twilight.

"'Ghost, Goblins and Ghoulish Figures'? Good heavens, girls. What do you need a book like this for?" Twilight asked as Spike puts the book in the cart.

"You'll see. Thanks, Zach and Twilight. We'll give it back as soon as we're done with it." Scootaloo thanked as the fillies leave.

"What do you think they're up to?" Twilight asked.

"I have no idea and I don't know if I should be excited or scared to find out." Spike admitted.

"Ditto. Should I go watch them, make sure they don't do anything embarrassing?" Zach asked.

"That's probably a good idea. But don't stop whatever they're doing, we don't want to hurt their feelings." Twilight warned.

"I'll make sure of that." Zach said and followed the fillies. Soon the Cutie Mark Crusaders arrived at their clubhouse planning on what to do for the talent show.

"I'm glad we're doin' this as a team." Applebloom said.

"Me too. Um... so what are we doing again?" Sweetie asked confusingly.

"A super awesome dramatic song for the talent show, of course." Scootaloo reminded.

"Right! With super-cool scenery. And amazing costumes!" Sweetie said.

"And mind-blowin' dance moves." Applebloom added.

"This is gonna be soo amazing!" Scootaloo said excitedly.

"Sweetie Belle, I think you should be a singer." Applebloom stated.

"What? No way I'm singing in front of a crowd. Twilight said to do something we like to do, and I'd like to be like my big sister, and she's a designer." Sweetie said misunderstanding what Zach and Twilight told her.

"Fine then. You can do the costumes and the scenery." Scootaloo agreed.

"And Scootaloo, you're great in manoeuvers on your scooter. So you should do the choreography. Y'know, all those dance moves." Applebloom pointed out which made Scootaloo nod in agreement but quickly turned into a shake in disagreement.

"Nah. I'd rather sing a wicked rock ballad. Why don't you come up with the dance routine, Applebloom?" Scootaloo suggested.

"Hm... I'm not much of a dancer... but I do like Kung-fu. That's kinda like dancin'. Hai-ya! Hah! Hah! Yah!" Applebloom shouts doing some kick moves and almost hitting Scootaloo.

"Then it's settled! Let's get started." Sweetie announced and the three went to do their assigned job. Outside Applebloom practices her dance moves to improve her agility.

"One... two... three... Oh! Oh!" Applebloom immediately lost her balance and landed right on Scootaloo's tail.

"Ow, Applebloom! What are you doing?" Scootaloo asked helping Applebloom up.

"Oh, I feel like I have four left feet. I can't even spin right." Applebloom said disappointedly.

"Don't be silly. You just gotta keep your head forward until very the last minute, like this. See? Easy-peasy. You just gotta practice a bunch, that's all." Applebloom said as she practices some really good dancing moves which are much smoother and more dynamic.

"Wow! That does look easy. Thanks. Okay. Let's try this again. Oh! Ouch! Ow. I'm okay!" Applebloom said after another failed attempt.

"Keep practicing!" Scootaloo advised.

"Will do." Applebloom understood. Scootaloo at the meantime was practicing some lyrics off the piano.

"We fight the fight, walk the walk. Talk the talk, eat the... uh... food like a celery stalk? I'll never come up with anything! Never, never, never!" Scootaloo whined banging her head on the piano. She then notices a roll of fabric bounce off the piano and rolls down the hill with Sweetie chasing it.

"Come back! Come back! Uh. Dumb fabric. Hey Scoot! How's the song going?" Sweetie asked which got a rasberry from Scootaloo as an answer which she did the same thing as a question.

"Oh my! Sounds serious." Sweetie assumed.

"I'm just no good at lyrics. Coming up with words is, like... really hard." Scootaloo said.

"Oh, it can't be that bad. 'With our cutie marks we'll rock Equestria. We use our stomachs to... digestia'? Umm... Well... These are... um... good, but... How about after 'We fight the fight'...

There is nothing that we fear

we'll have to figure out what we'll do next

till our cutie marks are here." Sweetie sang in her usual outstanding voice.

"Wow! That's so awesome! Did you just come up with that now?" Scootaloo asked surprisingly.

"Yeah... kind of." Sweetie admitted.

"Thanks, I'm totally using that." Scootaloo thanked and started writing it down until they remembered the stray roll of fabric rolling down the hill into a pond.

"Oh no!" Sweetie said in horror as it was too late to save the fabric as it splashes into the pond soaking wet with a shamed Sweetie knowing that Rarity is not going to be happy about this. While the wet fabric dries Sweetie sews the dried fabric with the sewing machine she borrowed from Rarity to make costumes for the show. As she finishes one she double checks the sleeves to make sure it has the right amount of sleeves.

"One, two, three, four, FIVE?! [moan] [sigh]" Sweetie moaned after seeing the miscaculation. Applebloom then comes in dizzyingly and collapses to the ground.

"How's the spin coming along?" Sweetie asked.

"I think I gotta just stick to punches and kicks. You know, ponies only have four legs." Applebloom pointed out after noticing Sweetie's work.

"[moan] I'll never be a designer like my sister Rarity." Sweetie cried losing hope.

"Hey, it's no big deal. Why don't you use the dress form? It'll help you with your patterns and help you put all the pieces in the right places." Applebloom suggested pointing at the mannequin they also borrowed from Rarity.

"Oh, is that what that's for?"

"Uh... maybe you should also clean your paintbrush between each color." Applebloom advised after looking at the painted backgrounds which the trees, houses, and other objects have a muddy brown.

"Oh, I was wondering why all the colors looked like mud." Sweetie muttered.

"You're not using power tools, are you?" Applebloom asked curiously which got a blank expression from Sweetie. Later Zach and Applejack were walking down to the clubhouse to see how the fillies are doing.

"The talent show is just around the corner. I wonder how the fillies are doin'. Applejack said.

"Well, see that's why I came along." Zach admitted.

"Whaddya mean?"

"Let's just say they've been borrowing some certain and bizarre things. But let's see what they're up to." Zach said as they near the clubhouse. As they got up to the balcony they see the girls practicing somethings they didn't expect them to do. They slowly backed away without getting seen.

"Well, gosh. Sure wasn't expectin' that." Applejack admitted.

"Told ya. These aren't their talents, they're doing it wrong. They're going to embarrass themselves if we-" Zach was going to explain until the three fillies come walking out.

"I think that sounded pretty good." Applebloom said as she and the other two fillies walk out and Zach and Applejack slowly back away to try and escape.

"Me too. You think we're ready?" Sweetie asked.

"Ready as we'll ever be." Scootaloo said and the three notices Zach and Applejack.

"Hey! Did you see us practicing?" Scootaloo asked stopping the two in their tracks.

"Uh... Yeah." Applejack answered nervously.

"Well? How'd we do? How'd we do?" Applebloom asked excitingly.

"Uh..." Applejack struggled to come up with an answer.

"You..." Zach also had a hard time.

"Speechless! See, girls? I told you that's what we're gonna do. We're gonna leave them speechless." Scootaloo said.

"YAY!" the three cheered.

"'Speechless' is right." Applejack muttered.

"And not in the good way." Zach added. That night a whole crowd gathers near the Ponyville schoolyard where the talent show stage is set up. Snips and Snails were up performing a magic act where they will make a rabbit disappear under a hat.

"...and on the count of three this rabbit will disappear and something tasty will reappear in its place. A one, a two and a three! Hey! Where are they? Snails, where are the... carrots. SNAILS!" Snips yelled as he sees Snails eating the carrots that was suppose to be for the act. He then starts chasing him angrily as Cherilee comes out.

"Uh, how about a round of applause for the S&S magic act? Now for our next act we have Sunny Daze and Peachy Pie reciting their favorite poem... on rollerskates!" Cherilee announced and the audience applauds. The Cutie Mark Crusaders where rock star makeup with cloaks on to hid their appearances. The two performing rollerskaters then pass on by riding their rollerskates.

"Break a leg!" Sweetie said.

"Sweetie Belle! What a thing to say!" Applebloom scolded in disbelief.

"No, no, no. You see, in the theater it's considered bad luck to say "good luck". So you say "break a leg" instead." Sweetie explained.

"My little ponies! How are you doing?" Twilight asked.

"Nervous..." the three answered in unison.

"Don't worry. You're gonna be amazing. Remember, just stick to what you know best. I can't wait to hear you sing, Sweetie Belle." Twilight said.

"Why does everypony always think I'm gonna sing?" Sweetie asked slightly irritated.

"Actually, Twilight Sparkle, I'm the main singer tonight." Scootaloo corrected.

"Oh?" Zach and Twilight questioned.

"And I'm the main dancer. Hai-ya!" Applebloom said after doing a karate chop.

"Oh?" Zach and Twilight questioned again more nervously.

"And I'm in charge of-" Sweetie was about to say.

"Costumes?" Zach and Twilight asked in unison and eneasily.

"And sets and props. How'd you know?" Sweetie asked curiously.

"Uh... lucky guess." Zach quickly answered.

"Really, girls? Are you sure..." Twilight asked.

"Cutie Mark Crusaders, you're on next. Break a leg." Cherilee called and the three fillies rushed to the stage.

"Break a le-" Twilight said just as Applebloom accidentally tripped on herself but quickly got back up.

"Uh... good luck!" Twilight said again and the three threw their cloaks off.

"Told you it's not good." Zach muttered. Out on the stage the lights dim as music plays and curtains moved to shine a light on Scootaloo as she sings in her not so good voice.

---

[Scootaloo]

"Look, here, are three little ponies

Ready to sing for this crowd

Listen up, 'cause here's our story

I'm gonna sing it."

---

[Sweetie Belle, Apple Bloom, and Scootaloo]

Very loud!

---

The three sang in a shaky voice as the crowd stares with their mouths agaped not in awe but in confusion on what they're doing. The light glows again to reveal their bizarre rock star spandex cloths. Applebloom's dancing was out of balance, Scootaloo's singing wasn't that good, and Sweetie's magnificent voice can barely be heard. Even as Sweetie tries to do the special effects things were not going according to plan and the background scenery wasn't that great to see. Applejack was among the crowd and tried to hide herself in embarrassment as the three fillies continue to horribly sing.

---

[Scootaloo]

"When you're a younger pony

And your flank is very bare

Feels like the sun will never come

When your cutie mark's not there

So the three of us will fight the fight

There is nothing that we fear

We'll have to figure out what we'll do next."

---

[Sweetie Belle, Apple Bloom, and Scootaloo]

"Till our cutie marks are here!

We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks."

---

[Scootaloo]

"They all say that you'll get your mark

When the time is really right

And you know just what you're supposed to do

And your talent comes to light

But it's not as easy as it sounds

And that waiting's hard to do

So we test our talents everywhere."

---

[Sweetie Belle, Apple Bloom, and Scootaloo]

"Until our face is blue

We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks

We are the Cutie Mark Crusaders

On a quest to find out who we are

And we will never stop the journey

Not until we have our cutie marks!"

---

As the girls finished singing the whole background collapses on top of them making a whole mess. As they dig themselves out of the rubble they look at the audience with hopeful smiles seeing them stare blankly for a couple moments until finally they all bursted with laughter. This caught the poor fillies off guard and slowly walked off the stage in embarrassment and shame.

"Wow. That did not go as well as I expected." Scootaloo admitted annoyingly.

"I can't believe they're laughin' at us." Applebloom said in disbelief.

"Was it that bad?" Sweetie asked.

"Back on stage, girls. It's time for the awards." Cherilee announced excitingly with Spike on her side.

"Back on stage? No." Sweetie immediately declined.

"They'll just laugh some more." Applebloom pointed out.

"Yeah, what's the point?" Scootaloo asked.

"Now girls, let's be good sports. You made a great effort. You should be proud. Now come on!" Cherilee urged and the Cutie Mark Crusaders tip-toed their ways behind the other contestants.

"Let's hear it for all our talented fillies and colts. Our first award goes to... Snips and Snails for best magic act." Cherilee announced and the crowd applauds as the two magicians made their way to receive their medals and the three fillies swiftly got behind another set of contestants after hiding behind the two. Spike then presents the two their gold medals with three stars on it.

"Hey! Mine's at least shinier." Snips pointed out excitingly.

"Well, mine's bigger." Snails challenged.

"Oh yeah, well... Well, mine is, um... heavier?" Snips said unsurely as Cherilee and Spike watch them walk off with unimpressed looks on their faces.

"The next award goes to... Sunny Daze and Peachy Pie for best dramatic performance." Cherilee announced and the two skaters rolled to get their drama faced medals and the three fillies began shaking fearfully as their was no one else to hide behind of to hid their embarrassment.

"And finally, the last award of the night goes to..." Cherilee announces as Applejack and the fillies wait to hear as the suspense rises.

"The Cutie Mark Crusaders!" Cherilee announced excitingly.

"What?" the three said in total surprise and shock.

"For best comedy act." Cherilee finished as the crowd cheers and Spike presents the three their jack hat shaped medals and the three bowed in happiness and walked off the stage in excitement.

"Can you believe it? We won!" Applebloom said happily.

"I knew our act was awesome." Scootaloo said with confidence.

"You know what would be the best? If we won and we got our cutie marks." Sweetie mentioned and the three removed their clothing to see their flanks. Sadly they were still blank which made the three moaned in disappointment.

"Congratulations, ponies! Job well done." Twilight congratulated.

"Yeah, you three did fantastic." Zach too complimented.

"Thanks, Zach and Twilight." the three thanked in a sad tone with their heads lowered sulkingly.

"Hey, you don't sound too excited." Twilight noticed.

"Yeah, why so gloomy?" Zach asked.

"[sigh] We worked really hard and won a prize but we still don't have our cutie marks." Scootaloo pointed out sadly.

"Which the prize we really wanted." Sweetie added.

"Oh, girls..." Twilight sighed.

"But we think we know why." Applbloom admitted with a positive attitude.

"Yes. We know why." Sweetie affirmed.

"Oh? Tell us. We'd love to make a special report to the Princess." Twilight urged.

"Well, maybe we were trying to hard." Sweetie said.

"Yes? And..." Zach asked.

"And instead of forcing ourselves to do something that's not meant for us..." Scootaloo included.

"Yes? Yes?" Twilight asked feeling something is about to unfold.

"We each should be embracing our true talent!" Applebloom finished.

"And that is...? Zach and Twilight asked excitingly feeling they finally understand their true meanings.

"Comedy!" the three answered in unison which made the two listeners change their expressions into bewilderment.

"Applebloom! You did it!" Applejack cheered with Rainbow Dash and Rarity next to her.

"Did you see our award? Weren't we funny?" the three fillies asked as they approach them excitingly leaving the still two stunned ponies.

"Uh... do you think that..." Zach was about to ask but Twilight had another thought after shaking her head snapping herself oh of her trance.

"One day... [giggles] One day..." Twilight assured with a sly smirk which too made Zach smile knowing that their talents will come and it surely is something he already knows.

[I'm feeling generous right now so here's an update but this could be one of the last for real so do be ready.]

As the Grand Galloping Gala draws nearer and nearer Rarity continues her usual work at her shop and home Carousel Boutique. She levitates gems she collected over the weeks and months and places them on a new dress she is working on.

"Perfect!" Rarity said as she finishes. Just then the bell in her front door rings signaling a customer entering.

"Coming! Welcome to Carousel Boutique, where every garment is chic, unique and magnifique." Rarity said as she closes the curtains for her new dress as she approaches her customer but as she sees who her visitor is she gasps in total shock to see a taller female pony with a blue mane and tail wearing a white pop fashion clothing and a thin top hat.

"Sapphire Shores! The pony of pop!" Rarity shouts in disbelief.

"Good afternoon, Miss Rarity!" Sapphire greeted in a singing pop like voice.

"You yah... Y-y-you know my name?" Rarity asked shakingly by the unexpected surprise.

"Well, of course I do, darling. I make it a point to know all of the up-and-coming designers and Clothes Horse magazine simply raved about you." Sapphire explained as she looks around the places clothes.

"Oh my stars. If I'm dreaming, do not wake me up. How may I help you, Miss Shores?"

"Oh please, call me Sapphire."

"[giggle] How may I help you, Sapphire?"

"Well, as I'm sure you know, I'll be touring all of Equestria with my latest concert, Sapphire Shores' Zigfilly Follies so I need to look seeensational! Ow!"

"I have just what you need. Sapphire Shores, prepare yourself for the pièce de résistance de la haute couture. I used every last diamond I found on this one garment." Rarity said as she presents her new attire she just finished. As she removes the curtains the clothing shines and sparkles with sapphire and ruby diamonds on a white pop dress which made Sapphire's eyes and mouth open wide in awe.

"[gasp] And it is spectacular! I'll take it." Sapphire said.

"Really?" Rarity asked in delight.

"Oh yes, and five more, each done up in a different jewel."

"Beg pardon?"

"Costume changes." Sapphire said and Rarity looks in her jewel chest remembering that it is all empty with not a single diamond in it. She then faints in exhaustion.

"[chuckle] Yes, I do have that effect on ponies." Sapphire said to herself as she walks out the door for Rarity to get started on another project that maybe too close to call.

-Main music plays-

Later that afternoon Rarity gets Spike to help find her enough jewels in any color to work on her designs. While Rarity tracks the gems with her magic Spike pulls a wagon to gather the valuable rocks.

"Oh my gosh! Sapphire Shores! The pony of pop! She is awesome! I mean, she's gorgeous, talented and-heh..." Spike quickly stopped after seeing Rarity giving him an offended look.

"And not even half the pony you are. I mean, you're ten times more gorgeous and talented and..." Spike rambled on.

"Spike, a lady is never jealous." Rarity assured as she concentrates her tracking spell.

"Eh, of course not. But were you totally flipping out or what?!"

"Ladies do not 'flip out', Spike. However, I was quite in awe. I need to find more jewels than ever before to decorate her costumes. O, aha!" Rarity shouts after finding some diamonds underground.

"Did you find some?" Spike asked.

"Yes, Spike! Right there!" Rarity pointed at the ground where the diamonds are and Spike starts digging like a dog. As he dug the hole he couldn't help but drool at the sight.

"Ooooo! You look so delicious..." Spike said in delight after licking his lips. He picked them up and was ready to eat them.

"Spike! I promised I'll give you gems to snack on, but we need to collect more first or I'll never be able to make these outfits for Sapphire." Rarity reminded and Spike takes the jewels to the cart with a disappointed expression on his face.

"Hm... I will miss you, my sweets." Spike said to the jewels.

"Come along, Spike. We have many jewels to find." Rarity called as she resumes her findings.

"At your service, my lady." Spike bowed and followed with the cart filled with their first batch of diamonds. When they came across another spot Spike digs up the spot only to get the jewels in his mouth like a dog but realized Rarity's expression and spit out the gems onto the wagon. Spike sniffs the diamonds mesmerized by their scent.

"Spike!" Rarity called snapping Spike out of his trance after seeing Rarity finding another spot digged with his tail like a shovel since it had the curvy point like one and loaded the cart with another pile. As they continue to dig up precious rocks Spike uses tail like a jackhammer this time making it faster to dig. Soon the whole cart was overloaded with jewels which made Spike drool even more as he stares at the sight.

"You've been very patient today, Spike. And for that you'll get the finest reward. This is from me to you." Rarity offered a big sapphire gem to Spike with his mouth open ready to eat it but stopped and took it after hearing Rarity say 'from me to you' which made Spike stare at Rarity.

"Is something wrong, Spike?" Rarity asked as Spike sees the one he secretly admires sparkle with her eyes fluttering which made him smile dreamily.

"No. It's perfect." Spike said happily holding the gem to his chest. Rarity's horn suddenly glowed again and started forcing her to a new direction.

"Oh, bring the cart, Spike. There are more over here." Rarity ordered as she walks to the next destination.

"For me. From Rarity." Spike said to himself dreamily. As Spike follows Rarity a paw behind a bush open the branches to see Spike pulling the cart full of jewels.

"Yesss, gemsss. Gemsss! Our preciousss gemsss! He is the gem hunter. With him we can have all those gems and more! Let's get the dragon." a whispering groggy voice whispered.

"Spike! Where are you?" Rarity called.

"What? Who is that?" the voice said again and turns it's attention to the source of the caller.

"You know, it's terrible to keep a lady waiting." Rarity said.

"Coming!" Spike said and digged the spot Rarity was at.

"I think we're really going to strike gold this time. So to speak. [laugh]" Rarity joked.

"Jackpot!" Spike confirmed pulling out more of a handful of jewels.

"Oh, it's not the dragon we want. It's the pony!" the voice corrected.

"The pony..." two other whispering voices repeated.

"Well, Spike, I think that's all we can do for today. And these will certainly get me well on my way with Sapphire's outfits. Why don't we start headi-" Rarity was then cut off as her horn started glowing radiantly again.

"Oh! What's this? Another jewel. Oh, strange. It's in the trees. Oooo... Ewww! Uh... uh... Good day, gentle... uh, fellow. I am Rarity and this is my friend Spike." Rarity greeted nervously after coming across a finely cut orange diamond on a collar of a grayish dog with a red jacket in the bushes startling her. Spike too was nervous and forced a wave.

"And you are..." Rarity asked.

"A diamond dog." the dog answered jumping out of the bushes and approached the two menacingly.

"Oh really? Oh well, that explains your fine taste in jewelry. I mean I-I know diamonds are a girl's best friend and now I know they're a dog's best friend too, ha ha ha. So, um, [cough] are you out hunting for gems as well?" Rarity spoke nervously as she and Spike backed away.

"Yes. We hunt."

"Uh... we?"

"We hunt for gems. But you are a better hunter. So now we hunt... for you!" the dog said threatingly and two holes were being dug from behind the cornered two and popped out two more dogs a bigger and buffer bluish dog with a tan jacket and black collar who sends Spike falling to the ground and a smaller tan dog with a gray jacket and too has a black collar. Rarity notices the big dog behind her and screams just barely ducking before the dog could swipe her. Spike then used his tail as a jackhammer on the smaller dogs tail thus making him jump and yelp in pain. He uses his strength and pushes the big dog out of the way.

"Run, Rarity! Run!" Spike ordered which she did but Spike got pushed down to the ground by the bigger dog. As Spike regained his focus on to saving Rarity he quickly grabbed the leg of the big dog which made him trip as he tried to move and slapped his paw on the smaller dog's tail making him fall as well.

"Spike! Come on! Hurry!" Rarity called.

"Gotcha!" the mid sized dog shouts as he jumps out of the burrow and grabs ahold of Rarity.

"Waah! Spike!" Rarity screeched.

"Got him, Rarity! I got him!" Spike said as he struggles to hold the big dog but the dog used his strength in his back heels and hurled Spike up to the tree branch getting his top scales stuck on the branch.

"Haha! Nope!" the big dog mocked.

"Sorry, scaly one." the small dog said insultingly and the two rushed to catch up with the mid sized dog who has Rarity in it's possession.

"Wait! Rarity?" Spike called.

"Unhand me this instant, you ruffians. Stop! Put me down, you scum! You rough-!" Rarity struggles to get out of their grasp as she throws name calling at them. Spike manages to free himself out of the branch but realizes Rarity's situation.

"[gasp] Rarity!" Spike gasped as he rushes to try and save her.

"Spike! Ah, dirt! Aaaaah, Aaaaah!" Rarity screams in horror as the three mutts drag the struggling pony down to the hole with Spike arriving too late.

"Which, what, where?" Spike stuttered nervously.

"Save me...!" was all Spike heard from Rarity as the cry for help echoed through the hole.

"NOOOOOOOOOOO!" Spike screamed into the air in shear horror. Later Spike got the rest of the group and they rush to the location Rarity was kidnapped as quick as they can.

"Spike, can you breathe now?" Twilight Sparkle asked as Spike inhales and exhales in a bag after a panicking situation.

"Yes... [pant] I think so." Spike said catching his breath.

"Good. Now tell us what you know."

"Yeah. Cause all you said earlier was..." Rainbow Dash said reminding the panicking behavior moments ago.

"Aaaah! Rarity... woods... jewels... dogs... hole... taken... Save her!" Spike shouted in panic.

"...What?" Zach asked in confusion as the rest also gave confusing looks.

"Not a whole lot to go on there, sport." Applejack said as they sprint.

"Sorry. Rarity and I were in the woods looking for jewels when these creepy guys showed up." Spike explained.

"Creepy guys?" Twilight repeated.

"They called themselves the diamond dogs. They grabbed Rarity and disappeared down a hole in the ground." Spike said.

"Diamond dogs? I know them, they're dogs that usually dig deep underground to find valuable diamonds. The only thing is they are very greedy when it comes to them and they stop at nothing until they get the jewels they want. All we have to do though is get the hole and find them." Zach explained.

"Well, that sounds mighty easy. Just take us to that their hole and we'll save Rarity." Applejack ordered.

"Um, Spike? Which hole?" Zach asked uneasily and as the rest of the gang caught up they gasped to see whole field of holes.

"Holy moly, that's a lotta holeys." Pinkie Pie quoted.

"They must've known we would come and try to rescue Rarity. This is going to be more tricky than we thought. Come on, girls! Let's get started." Zach ordered and the group went down to search each hole.

"Hello!" Twilight called in one of the holes. Just then a growl and a pair of yellow eyes opened in the darkness which made Twilight gasped. Suddenly the hole began pouring out dirt like a geyser getting Twilight's face dirty. The same thing happened with the rest of the group and each hole began filling up in dirt hills.

"Quick! We gotta get down one before they're all filled up." Twilight ordered.

"Oh! Oh my. Oh, oh!" Fluttershy tried to get to a hole but each one near her began filling up immediately. Pinkie bounced her way to a hole looking like she was going to enter it but the hole filled up just as she was about to. Applejack rushed to an open hole just as the dirt starts shooting at her trying to force her way in as hard as she could but the dirt geyser proved too strong and sends her flying.

"We can't muscle through it!" Applejack said.

"We'll see about that." Dash said and flew down to a hole as she gains speed trying to get in while flying down. But the dirt filled up already stopping her in her tracks.

"Huh. Heavens to Betsy. Now I'm used to pickin' myself up and dustin' myself off but Rarity won't even touch mud 'less it's imported." Applejack stated.

"Oh, Rarity..." Twilight sighed and started having an imagination of Rarity as a damsel in distress trapped in a rocky cage.

"Oh, woe is me! What ever shall I do?" Rarity cried and stepped in dirt pile.

"Ah! Dirt, dirt! Get away, dirt! Oh! Make it stop, make it stop! Ah!" Rarity screams as she tries to get away from dirty places but continuously bumping into dirty places.

"Filthy, disgusting dirt. It stings, it burns. Help! Oh, somepony save me, save me!" Rarity cried which made the group even worrier.

"We gotta save her." Applejack said.

"But they blocked up all the holes." Fluttershy reminded.

"Don't mean we can't dig 'em out. Come on!" Applejack ordered and started digging the piles of dirt and so did the rest of the gang as they started digging which was working at first. But then the small dog popped out of one of the dirt piles behind Pinkie and was not going to let this happen and pulled Pinkie's tail and let go making a whip out of it.

"Ow!" Pinkie shouted in pain which caught Zach's attention.

"Hey!" Zach yelled and tried cast a levitating spell on the dog with his unicorn powers but was too late as it dropped back into the pile. The bigger dog then appeared behind Fluttershy and just simply grabbed her tail lifted her up and dropped her to the ground. Spike tried to reach for another hole to dig but was caught tripping by the bigger dogs leg. Both the small and big dogs pop out of a dirt pile behind both Twilight and Dash. The two turned to see the dogs.

"Get 'em!" Dash shouts and the two starts charging for the two but as they go for the catch the two evaded the attempt and the two crash right into each other. Applejack then notices the middle sized dog appear in a dirt pile near her with a clever smile which made her form a serious look of determination. She reaches for the dog while using the pile she is on as support for her hind legs but misses. It appears again in another pile nearby and Applejack reaches out for it only to miss it again and again and again and again. Pinkie tries to catch the big dog but was found again pulled by the tail. Each attempt only find themselves being tripped, pulled by the tail, missing them from the dirt piles, and dodging every attempt they throw at them. Zach tries one more time on catching the middle sized dog on a land pile but lands on the pile with his stomach too with no success. He groaned in defeat and let himself roll down the hill panting hard along with the others.

"Well... [pant] they're more clever... [pant] than we thought." Zach admitted.

"Oh, those scary monsters popping up everywhere. Oh, poor Rarity must be terrified." Fluttershy said which made Twilight moaned worriedly as they imagined another situation of Rarity being terrified from the dogs popping out unexpectedly demanding her riches.

"Get me the baubles!" the small dog demanded.

"Get me the beads!" the big dog ordered.

"Get me the trinkets!" the mid sized dog joined.

"Where is the treasure?!" the dogs demanded in unison which made Rarity faint over dramatically and the group returned to reality.

"Poor Rarity. What are we gonna do?" Twilight asked worriedly.

"Well, if I'm correct about mines, they can't simply plug up all the holes, they need oxygen, they need air to breath. Which means they must've left at least one hole opened to use as an air shaft. But the question is, where is it?" Zach asked and Spike looked around and just like that he spotted the open hole and immediately formed a plan.

"I got it! I'll save you, my sweet." Spike announced and pulled out the sapphire Rarity gave him and rushed to the hole leaving the group puzzled.

"Huh?" they all asked in unison. Spike grabbed a fishing pole and lowered the string with the diamond wrapped around to lure the animals.

"Spike, it is very noble of you..." Twilight complimented.

"Shhh!" Spike cut off Twilight.

"[quieter] ...to sacrifice the gem Rarity gave you."

"Oh, Lady Rarity. My damsel in distress." Spike said dreamily and day dreamed of himself saving his secret love.

"I shall save you. Show yourselves, dogs! You, curs!" Spike demanded in a deep voice two times bigger and buffer wearing knight armor and a red cape with a lance in his claw his left claw posing heroically. The three dogs then appeared in the shadows of the caves.

"Hah. There you are, you mangy mutts." Spike insulted.

"Who are you calling mutts? Unleash the hounds!" the mid sized ordered and blew on a dog whistle which got the attention of a pack of armored bull dogs and charged for the dragon coming in all directions as he stood there without flinching or moving a muscle. As the dogs draw nearer and prepared to attack Spike made his move and swung his lance at them and swiped a group of dogs. He even used his strong tail to swipe away a few. Without even trying he merely swung his lance at the dogs without even trying sending them flying. Then a larger unit of dogs come charging and Spike used his fire breath which burned a couple of the dogs tails and they got the message and retreated accepting defeat. Spike then cornered the now terrified dogs with his lance up against the rocky wall.

"Now, where is Lady Rarity?" Spike asked and the three pointed at the same direction pointing at a prison cell and Spike charged it breaking threw the steel door. He then sees Rarity under a green, white, and purple light wearing a frou-frou styled dress.

"Oh, Spike! I knew you would save me!" Rarity cried in joy.

"Nothing could stop me, my lady." Spike assured politely.

"Oho, Spike. You are my... hero." Rarity said and puckered her lips in a kiss which Spike returned and the two were ready to join their lips in a kiss until Spike snapped back into reality and realized he was inches away to kissing Applejack who gave him an unsure look.

"Hoho there, lover boy." Applejack teased which made Spike smiled at her sheepishly. All of a sudden the pole started pulling forcefully which pulled Spike closer to the hole.

"Whoa! Whoa whoa whoawhoawhoa... I got a bite! I got a bite!" Spike shouted and was ready to fall until Applejack and grabbed his tail with her mouth trying to pull him back.

"Hold on there, little fella." Applejack said and tried to pull back but the force was too strong and was pulling her down as well.

"Applejack!" Twilight shouted and went to help Applejack and tried to help pulling them back but still wasn't strong enough.

"Twilight!" Zach shouted and tried to help as well but too was getting pulled.

"Zach!" Dash came in and even her flight power wasn't enough.

"Oh my goodness, oh my goodness..." Fluttershy stuttered worriedly and started joining the rest.

"Wait for me! Wheee!" Pinkie cheered as she grabs Fluttershy's tail the gang finally falls into the deep hole. The group holds on tight to each other as the pole pulls them deep with the earth. They then come across a gap of a fall and jumped falling right on the other side with Pinkie riding Fluttershy 'wheeing' as they go. Finally they came to another hole in the ground and one by one each falls to the ground landing on top of each other while shouting in pain as they land on the ground.

"Ha ha, it worked! We're in! Now we can finally save Rarity!" Spike cheered.

"Um... Which way do we go?" Twilight asked and the group notices there were again multiple holes around them.

"Oh no." Zach muttered.

"NOOOOOOOOOO!" Spike screamed to the air in the same manner as earlier. As the gang regained their balance and dusted themselves off they explore the cave to search for their missing pony.

"All these tunnels... How are we ever gonna find Rarity?" Twilight asked anxiously as they moved.

"I can't even get a clear sense of her. The walls must be interfering with my abilities." Zach said.

"Guess we're just gonna have to start going down them one by one." Applejack mentioned.

"That could take forever! There's gotta be way to narrow it down." Dash whined.

"How and with what? It is a maze in here, who knows where they'll lead?" Zach mentioned.

"I know! I bet they've taken Rarity down the tunnel with the most gems." Spike suggested.

"But Spike, Rarity is the only one who knows how to find gems." Twilight said.

"No, Twilight. You can! You can copy Rarity's gem-finding spell."

"Oh my gosh! You're right! Rarity showed me how she did it a while back. If I can just remember..." Twilight said and started concentrating as hard as she could. In just a second her horn flashes a light and then the group started seeing gems everywhere in the tunnels leading to a certain pathway.

"Hey, I can see them! Twilight, you did it! I knew you could!" Zach cheered giving Twilight a big hug.

"Oh, Zach, stop it." Twilight giggled and Zach broke the embrace still smiling.

"Come on! We're coming, Rarity. We'll save you. Just hold on." Spike cheered while on Twilight's back and the group starts galloping toward the gem trail. Rarity meanwhile backs away from the dogs who corner her to the wall.

"Oh please, diamond dogs. Please let me go." Rarity begged fearfully.

"No!" the small dog rejected.

"You're our precious little pony." the big dog said.

"For ever! Muhahahaha." the mid sized dog laughed.

"But what ever do you want from me?" Rarity asked.

"Gemsss!" the mid size dog answered.

"Yes! The gems. The jewels." the small dog added.

"Find them! Find them all!" the big dog ordered.

"Oh! Is that all?" Rarity asked and started searching for a pile of hidden gems with her magic in the ground and found a spot where she marked it with an x on top of it using a twig.

"There. A lovely pocket of jewels are right there. Now, would you be so kind as to show me the exit?" Rarity asked but a dog guard comes over with a spear pointing at her.

"Good! Now, dig them up, pony." the mid sized dog ordered.

"What? But you said you wanted me to find the gems." Rarity reminded.

"Yes! Find and then dig." the small dog said.

"Dig?" Rarity repeated.

"Yes. Dig." the big dog said irritably and Rarity had no choice but to comply to their demands. She groaned and started scraping the ground but weakly and moaning as she goes making the dogs blink confusion.

"What are you doing? We said dig!" the big dog reminded irritatedly.

"Forgive me but prior to you so rudely dragging me into your dirt pit, I had a pony pedi and I am not about to chip a hoof because you dislike my style of digging." Rarity countered and continued digging in the same manner.

"Oh, for goodness. Fine! Just stop. Stop! Dig, dogs! Dig! And fast." the mid sized dog ordered and a pack of dogs started digging the spot which made Rarity smiled satisfyingly.

"She won't dig, she pulls." the big dog said approaching Rarity with the small dog with a harness and mining cart in their paws.

"I beg your pardon, but what, pray tell, are you doing?" Rarity asked as she backs up to the wall again.

"Others will dig. You will haul the wagon." the big dog said.

"Prrrecious pony pedi will be preserved." the small dog mocked as he puts the harness on her.

"Well, somebody certainly needs proper nail care. When was the last time you two had a manicure? You're scratching up my coat with that jagged things." Rarity complained as the two dogs overgrown claws scratch Rarity.

"Please be quiet!" the mid sized dog ordered at Rarity's face which made her face squinch.

"Good heavens, what is that smell?" Rarity asked in disgust.

"Smeeeeeell?" the dog repeated which made Rarity discover the smell.

"Ah, mystery solved. It's your breath." Rarity pointed out and the dog turned and to a quick breath to his paw and smelled which made him realize how bad it really smelled but came back to his senses.

"Enough! Search, pony!" the dog ordered and Rarity started marking the spots where the jewels are located and started rambling which made the dogs even more annoyed towards her.

"Well, since you insist... But I must say the working conditions in here are simply dreadful. Musty and damp, it's going to wreak havoc on my mane. And this air is stifling, suffocating. And when I try to take a deep breath, the stench of all you dogs makes me nauseated. You look and smell like if you haven't bathed in weeks. Have you never heard of soap? You could all do with a good round of soap and water. Water, water, I'm terribly thirsty. Could I please have some water?" Rarity asked as the wagon starts filling up.

"Good gracious, I can't take this anymore. BE QUIET, PONY!" the small dog demanded in pure madness.

"And that's another thing. I would appreciate if you stopped calling me 'pony'. I am a lady and I wish to be addressed as such. So you may call me 'Miss' or 'Rarity' or 'Miss Rarity'."

"Enough! Your whining! It hurts!" the mid size dog cried.

"Whining? I am not whining. I am complaining. Do you want to hear whining? Thiiis iiis whiiining! Oooh, this harness is too tiiight! It's going to chafe. Can't you loosen it? Oooh, it hurts and it's sooo ruuusty! Why didn't you clean it first? It's gonna leave a staaain! And the wagon's getting heeeavy, why do I have to pull it?!" Rarity started whining like an immature crying child demanding for something. The dogs were doing anything they possibly do to stop the unbearable crying like diving into a cart of jewels or covering their ears as hard as they could.

"Aaah! Make it stop!" the small dog screamed in desperation.

"Stop whining!" the mid sixed dog ordered.

"But I thought you wanted whiiining!" Rarity said in her whining tone.

"We'll do anything, pony!" the dog said and was literally on the ground in begging position. However Rarity gave him an unimpressed look and realized his mistake.

"Oh, uh, we'll do anything, 'Miss Rarity'. [nervous laughter]" the dog corrected in a more kinder tone.

"Anything?" Rarity asked in a dreamy tone. Soon the whole cave was redecorated in golden ribbons and banners in a throne room kind of fashion not similar to Princess Celestia's throne however. While the dogs pull the gem carts Rarity enjoys herself with two guard dogs fanning her with feathered fans while she drinks water out of a golden grail sitting next to her on a standing rock slab.

"Oh, this water is hardly sparkling. But I suppose it will have to do." Rarity said in a royal like tone. The dogs began panting and took a break after pulling the heavy loaded carts.

"Wait! Why are we doing this?" the mid sized dog asked in realization.

"To stop the awful noises from the pony's mouth, remember? [whines]" the small dog reminded and was about to imitate Rarity's whining until the mid sized dog cut him off by placing his paw onto his mouth.

"Yes, yes, I know. This is ridiculous! Letting a pony order us around. What are we? Mice or dogs?" the dog asked.

"Mi... dogs?" the two dogs quickly answered which got an annoyed expression from the mid sized dog.

"Dogs do not pull. Ponies pull. Let her make the awful noises." the dog said and soon Rarity was found getting tied back on the harness and spilled the drink.

"What are you doing? Hey, you spilled my drink. Oh! Not sooo tiiight!" Rarity began to whine again but this time the dogs are not affected by it.

"Ha! Make the noises all you want. But move while you make them. Hyah, mule!" the mid sized dog ordered slapping Rarity's flank and Rarity widened her eyes in disbelief after hearing the name.

"Did you just call me a... mule?" Rarity asked in denial and the dog looked around realizing what he had done.

"Ehh..." the dog said uneasily.

"Mules are ugly. Are you saying that I too am ugly?" Rarity said with watery eyes and began crying herself to the ground.

"What are these noises?" the small dog groaned.

"He called me ugly!" Rarity cried.

"No! Mule! I said mule!" the mid dog corrected desperately.

"An old ugly mule! And it's true! Just look at me. I used to be beautiful, but, but nooow..." Rarity wailed.

"No, no! You're still beautiful, po... uh, Miss Rarity." the big dog quickly assured.

"You're just saying that!" Rarity cried.

"No, you're still pretty and... and..." the small dog stuttered.

"Oh, uh uh, nice. Yeah." the mid sized dog said.

"I don't believe you! You never liked me!" Rarity continued to wail and the dogs began covering their ears as hard as they can. This was the last straw for them.

"I have just about enough of this." the mid sized dog declared. Meanwhile the rescuing ponies were still following the trail of jewels hoping to find their missing friend.

"We're getting close. I can feel it." Twilight said. Just then they hear Rarity's crying coming from nearby.

"It's coming from down here. Come on!" Spike said and the group came across a steel door.

"She must be in there. Let's go!" Dash ordered but before they could they were mounted by guard dogs and they tied ropes around their muzzles.

"More workhorses." one of the guards said.

"Ho, doggies. If you can take this bull by the horns, you better be ready for a ride. Come on, ponies! Kick 'em up, kick 'em out. Buck 'em up, buck 'em down." Applejack began to try bucking off her rider like in a rodeo and the others got the idea.

"Giddy up!" Zach shouted and the rest of the group began doing the same. Soon they managed to get them all off their backs and send them running away.

"Yeehaw! Get along, little doggies!" Applejack cheered. Suddenly they heard rattling going on from the other side of the caged door and Spike hops on Zach's back and rips out a rock spike from the ceiling looking like a lance from his daydream.

"I'm coming for you, my lady. Hi-ho, Zachary! Away!" Spike shouted with confidence.

"Excuse me, but what do you think your doing?" Zach asked in a slightly offended tone.

"Please, Zach. Just give me this." Spike begged.

"[moan] Fine. But you owe me." Zach gave in and whined like a horse and galloped his way through the cage literally breaking it to pieces.

"Lady Rarity, I'm here to save you!" Spike shouted but was surprised to see the three kidnapping dogs coming up to them begging for help.

"Excuse me?" Twilight asked coming in with confusion.

"So picky." the small dog said.

"And critical." the big dog added.

"She won't stop talking."

"And crying."

"We, uh, give her back. Yes." the mid sized dog said and Rarity comes over from behind the dogs with a mine cart full of jewels."Rarity! You're safe!" Spike cheered and rushed over and embraced her.

"Why, yes. Hello, boys and girls. You are just in time to assist me." Rarity said.

"Assist you with what?" Applejack asked.

"With those." Rarity looked behind her and the rest saw multiple mining carts filled with diamonds and gems from every color, shape, and size.

"You're letting us leave with all these... jewels?" Spike asked dreamily.

"Yes. Take them. And her with them." the mid sized dog order as him and the other two hid behind some rocks shaking in fear.

"Please!" the small dog begged.

"Why, how kind of you." Zach thanked mockingly and each of the ponies hooked themselves up to each of the carts and took their leave with the dog whimpering and moaning at the sight of their gems disappearing from their sights. Soon they were out of the cave from the side of a mountain near the location Rarity was kidnapped.

"I can't believe you got all these gems!" Pinkie said excitingly.

"Heh. I can't believe you tricked all those dogs." Dash chuckled.

"Just because I'm a lady doesn't mean I cannot handle myself in a sticky situation. I had them wrapped around my hoof the entire time." Rarity said.

"You sly pony you." Zach complimented with a sly smile.

"I can't wait to write to Princess Celestia to tell her what you taught me today." Twilight said.

"Me? What did I teach you?" Rarity asked confusingly.

"Just because somepony is ladylike doesn't make her weak. In fact, by using her wits a seemingly defenseless pony can be the one who outsmarts and outshines them all." Twilight said.

"Hm... 'Outshines' is right. Now you have enough gems to cover Sapphire Shores's costumes." Spike said as he lies on a cart eating some gems. As he was about to take another bite Rarity uses her magic and swipes the jewel away from him just the moment he was about to eat it.

"Not if you eat them all, Spike." Rarity said and the whole group laughs. From the lesson they all learned that day is to never underestimate a character by their behavior or reputation for they can be a blessing in disguise.

On a bright afternoon Fluttershy waits at a spa reading a magazine for her friend Rarity where they usually spend time together but Rarity seems to be running late. Finally the door opens and Rarity enters swiftly with a stylish green peacock hat.

"So sorry, Fluttershy. I hate being late for our weekly get-together. The usual!" Rarity said to a cyan pink mane and tail cashier mare and she quickly got their routine prepared. They start out in the steam room where the cashier steams up the room for the two customers wearing spa robes.

"But you will not believe what happened to me." Rarity said as she talks about some events that happened to her earlier and why she was late.

"Is everything all right?" Fluttershy asked worriedly.

"Oh, it's much more than all right. I was on my way here, wearing my latest hat creation, when who should stop me on the street? But Photo Finish!"

"Photo Finish?" Fluttershy asked and the two moved on to get their mud masks on.

"She is the most famous fashion photographer in all of Equestria. Anyhow, she saw my hat and said it was absolutely marvelous!" Rarity said as the spa workers put on her face mask and cucumbers on her eyes while Fluttershy only gets two small specks on her cheeks.

"What a lovely compliment." Fluttershy said.

"She was so impressed that she wants to take some pictures of my shop featuring some of my clothes!" Rarity said while the workers give Rarity plush pillows to lay on as her horn and nails were getting filed while poor Fluttershy gets nothing but the hard floor and the worker refuses to file her hoof nails.

"That's wonderful." Fluttershy said.

"Do you know what this could mean for my fashion career?" Rarity asked vibratingly as a massage therapist gives her a karate chop massage on her back while another gives Fluttershy soft pressure on her back.

"Oh, Rarity, I'm so happy for you." Fluttershy said happily.

"But I'm going to need somepony fabulous to model for me. Somepony with beauty. Somepony with grace. Somepony... like you!" Rarity said as she gets tied with seaweed all over her body and hops into a mud bath next to Fluttershy who doesn't get any seaweed on her.

"Oh, goodness. I don't know." Fluttershy said nervously as they head to the hoof baths.

"Oh, this is such a huge opportunity. And it would mean so much to me." Rarity pleaded.

"I'm flattered, really."

"Nopony is going to have your elegance and poise."

"But..."

"Nopony!"

"There has to be somepony more quali..."

"Please!"

"Somepony more into fashion."

"Please!

"Somepony more comfortable in the spotlight."

"Please, please, PLEEEASE!"

"Oh, if it's that important to you, of course I'll do it."

"Oh, thankyouthankyouthankyouthan kyou! You are the best friend a pony could ever have!" Rarity thanked excitedly. Soon the two were finished and were on their way to their respected homes.

"What a wonderful way to spend an afternoon." Fluttershy sighed.

"Isn't it? Though I was so afraid you wouldn't agree to model for me that I felt completely frazzled. I think I feel a pimple coming on. Oh! Only one solution!" Rarity said and just like that she was back in the spa with her robes on ready for another spa treatment.

"The usual!" Rarity said as the spa workers were happy to oblige to her wishes for she can be the next big thing.

-Main theme song-

After Rarity was finally done with the spa her and Fluttershy met up at Carousel Boutique where Fluttershy is dressed in a pink dancer like dress waiting for their special guest to see the design. Their friends Zach Lanson, Twilight Sparkle, Pinkie Pie, and Spike also came over to help out so Rarity didn't have to do every single job.

"Hm... She's going to want to see attitude and pizzazz." Rarity instructed as she paces around her observing the dress.

"A-a-attitude and, um... pizzazz." Fluttershy stammered nervously.

"More light! It has to catch the sequins just so or the whole outfit is just a disaster." Rarity ordered and Twilight adjusts the light until the whole room was illuminated by the bright glow of the light.

"Oh, and the headdress need more feathers. Pinkie Pie! More feathers!" Rarity called and Pinkie trots over gleefully with a basket of feathers in her mouth with all sorts of colors. Rarity levitates the pink ones out and place them on Fluttershy's feathered hat which made her flinch a little.

"And sequins! More sequins!" Rarity added and Spike comes over dreamfully with a basket of sparkly powder sequin and Rarity spreads it all on Fluttershy to giver her a more sparkly effect.

"And more ribbon! Oh no! Less ribbon. No! More ribbon." Rarity instructed as Spike puts on and takes off the ribbon on Fluttershy's hat multiple times until Rarity made the final decision and Spike puts it back on making Fluttershy squeak in pain. She looks at him with an irritated look which produced a sheepish smile from him.

"Oh, this hem is completely off. PINCUSHION!" Rarity called desperately becoming a little impatient and Spike happily comes over with pin needles on his back and Rarity takes out a number of needles and beckons Spike away with her hoof which in return backed away.

"Thank you all for helping me. I'm sorry to be so short with you, but I'm... I'm just so nervous." Rarity admitted.

"Oh, doesn't that hurt?" Twilight asked Spike worriedly about the needles on his back.

"Thick scales. Can't feel a thing. And even if I could, there is no pain that would keep me from assisting the most beautiful creature in the world." Spike said dreamily as he stares at Rarity which made Zach and Twilight roll their eyes and groan in irritation.

"I'm gonna tell you two a secret. But you have to promise not to tell anyone." Spike said.

"I promise." Twilight said.

"As do I." Zach joined.

"Cross my heart and hope to fly, stick a cupcake in my eye." Pinkie placed her hoof on her left eye after a some other moves.

"...What?" Zach asked confusingly.

"Pinkie promise. It's a very special type of promise. So don't break it!" Pinkie said gleefully. Spike then beckoned them to come closer with his claw which they did. Spike however did it again and got even closer as Spike looks like he was ready to tell them. But he did it for a third time which made Zach growl irritatedly and Spike held their heads close.

"I have a crush on Rarity!" Spike admitted quietly which made Pinkie gasped but got annoyed looks from Zach and Twilight who already knew this.

"We won't say a word!" Pinkie swore.

"Give me a break. Everypony already knows how you-" Twilight was about to say but Pinkie cuts her off.

"Twilight! You promised Spike you wouldn't say anything. He trusts you. And losing a friend's trust is the fastest way to lose a friend forever!" Pinkie warned with Spike putting his claws together with a pleading expression.

"But-"

"FOREVER!"

"My lips are sealed. Though I'm pretty sure Rarity is gonna pick up on your feelings." Twilight pointed out looking at Spike and he looked down to see a heart with Rarity's head on it. The doorbell just rang and in comes three ponies. Two in singer like attires while the third wears a pink, black, and white dress with a white mane and tail large pink sunglasses.

"I, Photo Finish... have awwived." the third pony announced with emphasis who appears to be Rarity's special guest in a odd accent but Zach assumed it to be in a Russian accent from where he's from.

"Let me just say, what an honor!" Rarity approached happily but Photo Finish ignored her and approached Fluttershy.

"We begin... NOW!" Photo Finish said in another dramatic tone and one of the ponies that came with her placed a suitcase in front of her and as Photo Finish tapped it the suitcase popped open as a camera.

"Attitude and pizzazz!" Rarity reminded Fluttershy and went behind the camera to watch as Photo Finish begins shooting photos.

"Yes! Show Photo Finish something." Photo Finish instructed and Fluttershy tries to do a pose like an elegant angel.

"No!" Photo Finish declined the pose and Fluttershy went back to her shying expressions.

"Yeees." Photo Finish said satisfyingly and resumed taking photos. Rarity posed a smile to Fluttershy and she gets the message as she produces a happy smile.

"No!" Photo Finish disagreed with the pose again and Fluttershy went back to her shy depressed look.

"Yeees." Photo Finish said again and photo shoots again. Rarity does another electric pose that she hopes can get Photo Finish's attention which Fluttershy copied and did again.

"No!" Photo Finish once again declined the pose and Fluttershy returned to being shy.

"Yeees." Photo Finish said and still takes a couple more photos.

"ENOUGH!" Photo Finish announced and closed the camera back into a case and left with her assistants without saying another word.

"She hardly took any pictures." Twilight pointed out.

"I'm so sorry. I tried my best." Fluttershy apologized shamefully.

"Well, the headdress is too big for you and cape had too much sparkle. I can't believe I ever thought Icould impress her." Rarity said disapointedly.

"It seems that I, Photo Finish, have found a next fashion star here in Ponyville." Photo Finish suddenly zoomed back in.

"Really?" Rarity asked in a new surprised and happy tone.

"Yes. Really. And I, Photo Finish, am going to help her to shine all over Eqvestria." Photo Finish announced which made a wide grin form on Rarity's face.

"Tomorrow a photo shoot in ze park. [pause] I go!" Photo Finish said and swiftly exit the boutique again.

"Did you hear that? I am going to 'shine all over Equestria'". Rarity repeated happily.

"Oh, Rarity. I was so worried I'd ruined everything." Fluttershy admitted.

"Oh, never. I knew you'd be perfect." Rarity said and took a short paused moment until she started squealing in excitement and started hopping up and down in pure joy landing on Spike's tail each hop thus hurting him. But he still kept a dreamy smile at her after each jump and Twilight pulled him away slightly annoyed on how overly attracted he is to her. The next day Rarity brought a clothing cart and blind for Fluttershy to get dressed in the park outside of the Ponyville streets.

"No, no, no, yes! That is definitely the one. Photo Finish is going to love it. Everypony is going to love it!" Rarity picked an attire for Fluttershy very similar to Photo Finish's assistants clothing.

"Oh, I am so excited for you. Just don't forget us little ponies when you become the most famous designer in all of Equestria." Fluttershy reminded.

"Never." Rarity promised.

"Put me down here." a familiar voice ordered. The two looked to see Photo Finish standing on a stand with two colts holding it and gently lowered it so she can get off.

"Oh, nonononononono. The model should be in something simple! Something inspired by... the nature!" Photo Finish notices the dress Fluttershy was wearing and looked at the air and trees.

"That's just what I was thinking." Rarity said nervously and notices there wasn't any clothing with a nature design on it and kicks the cart away.

"Um... give me a moment and I'll, uh, put a little something together." Rarity said.

"Yes... that will not be necessary."

"But... but... how are you going to help me 'shine across Equestria' if I don't design something new for these pictures?"

"I am not going to help you shine across Equestria. I am going to help her shine." Photo Finish pointed at Fluttershy which caught her by surprise.

"She is my star. You! Go!" Photo Finish ordered which made Rarity gasped in total shock seeing one of the best fashion photographers walk away with Fluttershy instead of her watching her dreams disappear from her. Later as Fluttershy gets in a new dress that actually suits her she sees Rarity depressingly pack up her clothes and looked down to the ground sadly.

"I can't, Rarity." Fluttershy confessed.

"Oh, but you must, Fluttershy. Photo Finish wants to make you a star. This is the opportunity of a lifetime. I know we were both hoping it would be my lifetime, but nonetheless you can't throw away this chance. You must do this for me. You must. You must! YOU MUST!" Rarity urged.

"Floottershy! It is time to make... the magics!" Photo Finish called dramatically. Fluttershy looks at Rarity one more time to see her put out an uneasy smile and went to the photo crew.

"Oh, wunderbar! You are like a delicate flower. So much more alluring without all those sparkles und feathers." Photo Finish said as Rarity leaves looking at the ground in depression. Back at the boutique Rarity stitches a black cloak to hide her depression. Her bedroom door then opens with Zach, Twilight, Pinkie, and Spike entering the room.

"How'd it go? How'd it go?" Pinkie asked excitingly.

"It didn't. Photo Finish wanted to work with Fluttershy, not me." Rarity explained depressingly.

"What? But the hat, her request." Zach mentioned in surprise.

"I know, I thought so too. But apparently Fluttershy had the better looks than my designs."

"Oh, Rarity. I'm so sorry. Is there anything we can do?" Twilight asked worriedly and Rarity put her hood on.

"I just vant to be alone right now." Rarity said quietly. The three were approaching to try to comfort her but Spike got in their way with his claws up at them.

"You heard her. She vants to be... alone." Spike repeated pushing the three out of the door but was dreamily approaching Rarity until Twilight notices and pulls him in.

"What? I didn't think she meant alone alone." Spike excused as the three ponies glared at him dissapointedly.

"I think I'm going to have a word with Miss Photo Finish." Zach stated and was on his way to find Fluttershy and Photo Finish. Meanwhile at a makeup parlor Photo Finish was getting Fluttershy ready for a fashion show. The designers and assistants made sure that her dress was on right and her hair was sprayed to keep it straight. Then they added blush on Fluttershy for affect.

"Too much blush." Photo Finish said and they wiped the blush off of Fluttershy's face.

"Not enuf." Photo Finish corrected and they added the blush again.

"Too much." she said again and they repeated the process.

"Not enuf." Once again she said again and Fluttershy was getting slightly irritated on how unsure Photo Finish is.

"Perfiect." Photo Finish finally agreed with the look and Fluttershy was ready. Suddenly she began inhaling a couple times sounding like she was ready to sneeze until she sneezed in the softest and gentlest sneeze ever produced.

"Oh, yes! Even her schneezes are gressful. NOW GO!" Photo Finish ordered the assistants and designers to leave and they did so and left leaving Fluttershy and Photo Finish alone.

"How do you feel? Excited? Overjoyed? Frilled beyond your wildest dreams?" Photo Finish asked.

"N... nervous." Fluttershy admitted.

"Nervous? Dun be ridiculous. You're only facing a large crowd of ponies, who will be watching your every move and silently judging you." Photo Finish pointed out only making Fluttershy even more nervous. Just then there was knocking on the door.

"Who is it? Don't you know that there is a show for one of my bwilliant cweations?" Photo Finish said slightly irritated.

"Apologies Miss Photo Finish, but there is a special guest here who wants to have a word with you by the name of... Zachary Lanson." the pony on the other side said.

"Oh. It's okay, he's one of my friends." Fluttershy said happy to hear the name.

"Hmmm... Alvight. But we only got two minutes. NOW OPEN!" Photo Finish called and the door opens with Zach entering.

"Hi, Zach." Fluttershy greeted happily.

"Hey, Fluttershy! Hey, Photo Finish? Mind if we can have a quick talk?" Zach asked politely.

"That was my intentions yes, but make it quick." Photo Finish ordered.

"Right, so, um... do you remember Rarity?"

"...Oh! The vhite unicorn. Yes, what about her?"

"Well, was looking at her clothing designs the real reason you did the photo shoot in the first place?"

"Yes, but after seeing the vrork, I couldn't see much inspiration. But after seeing Flootershy and her glamorous beauty, I knew she was who I was looking for and I knew she is going to be my next... big... THING!"

"Oooookay, but word of advise, Fluttershy isn't cut out for this sort of thing. She can't-" Suddenly music starts playing from behind the curtains.

"Your cue! Now go!" Photo Finish announced and pushed Fluttershy out.

"Thank you for your time, but Photo Finish is vewy busy!" Photo Finish then began pushing Zach out the room.

"But-" Zach tried to say but the door shuts. Flutteshy was then on a fashion podium surrounded by tons of high classed ponies waiting for her to walk up.

"You can't let Rarity down. You must do this. You must. You must. You must." Fluttershy repeated Rarity's words and walked towards the podium. For a few moments the crowd just stares at Fluttershy until they broke into applause impressed on how lovely she looks.

"So graceful." one of the mares commented.

"So lovely." another mare joined.

"So perfect for my new advertisement." even Rarity's trading partner Hoity Toity was there to see Fluttershy. Soon Fluttershy was growing into a popular fashion star getting her photos on note books and post cards. She would travel in a long carriage like a limo and come to fashion parties with Photo Finish. Rarity tried to join them with the hat Photo Finish liked but the guard won't allow it making her pretty angry. Even Applejack was selling her apples with Fluttershy on each of the barrels which is making Rarity even more jealous. She then gasped to see Rainbow Dash flying with a banner of Fluttershy with carrot juice tied behind her. Rarity was then steaming in anger letting the jealousy get the best of her. There were even news stands with Fluttershy printed on them. Fluttershy was passing by until one of the readers saw her.

"It's Fluttershy!" the mare called and Fluttershy was then being chased by a mob of fans. She turned to a corner only to find more fans taking pictures of her and asking for her attention. She then took for the sky but crashed to another photographer with others taking pictures of her and wanting to ask for some questions and she flew off as fast as she could. At Rarity's boutique she quietly and depressingly stitches up her work until the door opens to reveal Fluttershy hiding from the mob of fans trying to take photos and catch a glimpse of her.

"Wow. Look how popular you are. I'm so excited for you. You must be having the best time ever." Rarity assumed trying to hide her furious twitching eyes.

"Oh, yes. Best time ever..." Fluttershy said with no excitement.

"Floottershy! I have been looking for you everywhere. We have the thing at the place." Photo Finish comes in and urges Fluttershy to follow.

"I'll see you at the spa. Our usual time?" Fluttershy asks while following Photo Finish.

"Of course! I can't wait to hear all about the... 'thing' at the place." Rarity said and Fluttershy left with Photo Finish pulling her out.

"[groan] I'm the one who should be mobbed by strangers wherever I go." Rarity complained just as the door opens again with two customers.

"Welcome to Carousel Boutique!" Rarity greeted happily.

"Is she still here? We heard Fluttershy was here." one of the mares asked excitingly.

"Sorry. You just missed her. But you're still in luck. I'm having a huge sale of some of my best designs." Rarity said as the two looked at each other in confusion.

"And you are...?"

"Rarity, of course."

"Never heard of you." the mare stated which made Rarity growl and steam in absolute rage. Meanwhile at an art show there were paintings with Fluttershy in her old shy and timid self trying her best to hide from the painters.

"Obviously I, Photo Finish, am fwilled to have found her." Photo Finish announces in front of a crowd of photographers taking photos of both Fluttershy and her.

"Photo Finish?" Fluttershy asks for her attention.

"She's a natural in front of the camera."

"Um... Photo Finish?"

"I only need to point and shoot and I capture... the magics!" Photo Finish said and the cameras began taking more photos of them.

"Photo Finish, I'm so sorry to interrupt. It's just that I'm running late." Fluttershy reminded.

"How could I have forgotten?! Your appearance at the ballet opening! Everypony who is anypony will be there."

"Oh, actually I'm supposed to be meeting my friend-"

"WE GO!" Photo Finish said and drags Fluttershy to their next destination. Rarity was at the spa with Twilight arriving.

"My hooves are getting positively pruney, I've been waiting here so long." Rarity moaned showing her hooves to demonstrate her point.

"Obviously Fluttershy's just too busy with her new career to spend time with her best friend." Rarity mocked.

"I'm sure she just got tied up." Twilight suggested.

"Of course she did. She's a big bright shining star! I wish that star would burn out."

"Rarity! Fluttershy is your friend."

"I know, I know. And I should be happy for her, but instead I'm just... jealous! Oh, please promise you won't tell her I feel this way. Please, please, pleasepleasePLEASE!"

"You have my word. Losing a friend's trust is the fastest way to lose a friend."

"FOREVER!" Pinkie unexpectedly popped out of a bowl of sponges thus startling Twilight and creeped back in the bowl. Rarity got out of the hot tub and got herself dressed in a red and white striped gown.

"Wow! You look great!" Twilight complimented.

"Fluttershy may be the one who's famous, but that doesn't mean I have to stop looking fabulous." Rarity assured and left leaving Twilight to enjoy herself in the hot tub.

"Rarity! I'm so sorry I'm... Oh no. She's already gone, isn't she?" Fluttershy comes rushing in seeing that Rarity is gone.

"Sorry." Twilight apologized as her answer.

"Oh, I can't believe this. I am so frustrated I could just scream." Fluttershy stated and took a deep breath. As she lets go she only makes a soft squeaky shout barely heard.

"Feel better?" Twilight asked.

"No. Can I tell you something?"

"Of course."

"You promise not to tell Rarity?"

"I swear."

"Pinkie Pie-swear?"

"Cross my heart and hope to fly, stick a cupcake in my-" Twilight accidentally poked her eye and yelped in pain. Fluttershy took a moment and confessed her thoughts.

"I don't like being a model. No, I hate being a model. All this attention is awful, just awful. And I'm only doing it because Rarity told me I must. I must! I MUST! [sigh] I must..." Fluttershy sighed.

"Oh, really? Well..." Twilight looks around to make sure no one is looking and beckons Fluttershy to come closer which she did.

"If you wanna know the truth, Rarity-" Twilight forgot about Pinkie being in the sponge bowl and pops out shaking her head at her and zipped her face messaging to stay quiet and slips back in the bowl somehow still able to fit in the small object.

"Oh, what were you about to say?" Fluttershy asked.

"FOREVER!" Pinkie pops out again and whispers quietly and hides back in the bowl once again.

"Nothing!" Twilight quickly said. Later in order to get past the crazed fans Zach brought over a sun hat and sun glasses over to hide Fluttershy's identity from the crazed fans as they walk down the streets as the disguise takes affect.

"I was just thinking. If you really don't like being a model, you could always quit." Twilight suggested.

"Oh, no. I could never do such a thing. Rarity would be devastated." Fluttershy said.

"But Rarity told me-" Twilight tried to confess but Pinkie pops out inside of an apple stand holding an apple and looked at Twilight threateningly and ate the apple slowly in a menacing way but changed her expression into delight.

"Mmm... Juicy!" Pinkie said satisfyingly.

"You're going to pay for that, right?" Zach asked.

"Of course I will! ...Um, actually, can you help me out here?" Pinkie pleaded and Zach and Twilight groaned as Zach puts his share of money in a barrel next to the stand and the three resumed their walk.

"Oh, if only all these ponies didn't like me so much. Photo Finish wouldn't want me to model anymore. She'd find somepony else with... the magic!" Fluttershy said imitating Photo Finish.

"I guess you're right. You're right. You're right, you're right, you're right!" Twilight had a great idea and started hopping around Fluttershy but accidentally knocked the disguise off revealing Fluttershy's true identity.

"It's Fluttershy!" a yellow mare pointed and soon a crowd began gathering around Fluttershy knocking Zach and Twilight over.

"[groan] Hold on!" Zach called and with his unicorn magic he transported him and the two girls out of the crowd thus startling them and put them in a state of confusion on where the disappeared to. They were hiding at an alley near the audience as they search for their missing idol.

"Go, go!" Zach silently urged and the three barely escaped the chaos. Zach and Twilight managed to get Fluttershy into a safe place to hide from the crowd of fans and went to Sugarcube Corner to discuss to Pinkie on how to get rid of the secret situation.

"Don't you see? On her own, Fluttershy could never do something unattractive. But if I used my magic to help her do something unattractive on her next fashion show, no one would ever want her to model again. And if Fluttershy no longer has to be a model, Rarity will no longer have to be jealous of her. And I'll no longer have to keep their secrets! It's the perfect plan! You can't tell anyone about it. Promise me you won't tell anyone?" Twilight asked. Pinkie then zipped her mouth and made other gestures such as digging a hole, putting something in it, made some weird movements with her hooves, and stretched her hoof out like she's pointing leaving Zach and Twilight confused at her random gestures.

"So you do promise or you don't?" Twilight asked bewilderedly.

"Uh, yes! Obviously, that's why I zipped my mouth closed, then locked it with a key, then dug a hole, then buried the key, then built a house up top the hole where I buried the key, then moved into the house atop the hole." Pinkie explains as she repeats the gestures and gives Twilight a wide gleeful grin.

"Obviously." Twilight muttered. Later at another fashion show scheduled for Fluttershy and an audience gathers around the fashion podium with Photo Finish awaiting her biggest star. At backstage Zach, Twilight, and Fluttershy get ready for the plan as Fluttershy wears one of her nature fashion dresses.

"You really think it'll work?" Fluttershy asked.

"They love you for being you. So all I have to do is make you not be you. Just leave it to me." Twilight said confidently.

"But just to make sure, are you absolutely sure you want to do this? It might be one of the most embarrassing moments of your life." Zach warned.

"If it's to get me out of this without disappointing Rarity, then it's a risk I'll have to take." Fluttershy said with determination.

"Very well, get ready then, it's about to start." Zach said as the music starts and Fluttershy backs up to the walk. A light then illuminates on her and the crowd starts muttering and look up to her in delight. Rarity just enters the show in a different ensemble from earlier as the crowd goes on enjoying Fluttershy's performance.

"Guess it's time to see what all the fuss is about." Rarity said to herself and joins the crowd and watches Fluttershy but not in a satisfying mood. As Fluttershy walks down Zach and Twilight poked their heads out of the curtains to get a better view and was ready to do their work.

"Okay, do it now." Zach whispered and Twilight cast a spell on Fluttershy which surrounds Fluttershy in a purple glow and trips her sending her falling to the ground. The shear surprise caught everyone off guard and the music immediately stops as the crowd gasps in horror even Photo Finish was surprised to see this. Fluttershy then began making strange moves that the audience couldn't understand and Photo Finish faints unable to take what she is seeing. She began sliding on the ground and flew upside down uncontrollably which made Rarity produce a satisfied smile looking like she was going to laugh enjoying every moment seeing Fluttershy's career fade away before her very eyes. Fluttershy then picked her nose which made the audience look on with disgusted expressions. She then started scratching herself and barked like a dog. Rarity's expression then turned into horror changing from her jealousy to worry after seeing the crowd keep giving out insulted and disgusted looks.

"Oh no." Rarity said in fear. Fluttershy made a donkey cry which was the last straw for the audience to take.

"Get her off the stage!" one of the ponies in the crowd demanded.

"She's an embarrassment to all things fashion!" another pony stated.

"I, Photo Finish, have made a terrible mistake!" Photo Finish said in anger which made Rarity feel awful while Zach and Twilight smiled and nodded at each other thinking that the plan was a success. But it was short lived until they heard clapping and cheering from Rarity.

"Bravo! I say bravo!" Rarity cheered.

"Bravo? Who could possibly say bravo to that horrid display?" one of the audience members asked.

"Such attitude! Such pizzazz! She's invented an entirely new kind of modeling! Bravo!" Rarity continued to cheer.

"Who is saying these things?" the pony asked.

"It's her. The unicorn in the gorgeous cape and headdress." another audience member pointed at Rarity who is still cheering on for Fluttershy as her new dress sparkles from the spot light.

"Now that is a pony, who clearly knows a thing or two about fashion. Well, if that fabulous pony likes it, then I do too! Bravo!" the first audience member began cheering and soon the whole crowd began applauding along. Zach and Twilight were befuddled on how this had happened and Fluttershy sighs in disbelief. Soon the three regrouped back in the changing rooms.

"This is awful. Just awful! Somehow I've become more popular than ever. Oh, I'm so frustrated I could just kick something!" Fluttershy admitted and went to a stance looking like she was ready to buck something and she did but only softly on a vase behind her which wobbled for a few moments before stopping.

"If only Rarity didn't want me to be a model so badly." Fluttershy moaned.

"[groan] But Rarity-!" Twilight tried to confess but quickly covered her mouth to stop herself from admitting the truth.

"Fluttershy! Are you all right?" Rarity barges in with complete worry.

"I'm great! I'm a super famous fashion model. Why wouldn't I be great?" Fluttershy asked trying to fake her excitement.

"Because you ha-!" Twilight tried again but struggles to keep her mouth shut which made Zach worried for her behavior but understands why.

"Out there on the runway, everyone was turning on you and... Oh... oh, Fluttershy. It's so awful. I wanted them to." Rarity finally admitted.

"You did?!" Fluttershy asks in total disbelief.

"Of course she did! Because-!" Twilight continues to try to explain for them but yet again covers her mouth stuffing it with fruit and vegetable from a gift basket Fluttershy received.

"I'm jealous! I wanted all the attention. And instead it was going to you. I even started hoping that you would do something silly so your modeling career would be over. But then, when it started happening, all I could think was how could I want you to fail at something you love so much?" Rarity asked.

"But... Fluttershy doesn't- Ugh!" Twilight stopped herself again by burying her head in a plant pot.

"C'mon, Twilight. They're already admitting it anyway. You should-" Zach was caught off as Twilight uses her magic on his mouth keeping it shut as he muffles to get free but gave in with an annoyed moan.

"Love? Oh, Rarity. I hate being a model." Fluttershy also admitted.

"You do?" Rarity asked confusingly.

"More than anything."

"Then why did you keep doing it?"

"I was afraid if I quit, you'd be mad at me for not wanting to... 'shine all over Equestria'".

"And I thought if I told you how jealous I was of your success, you'd think I was a terrible friend."

"Never!"

"All this time!"

"If we just told each other the truth."

"I promise never to keep my feelings in secret again."

"Me too."

"Cross my heart and hope to fly, stick a cupcake in my eye." the two did the 'Pinkie promise' as they did the moves and the two giggled happily.

"You were brilliant. Brilliant! I've already got six photo shoots lined up for tomorrow aloon." Photo Finish comes in with a very excited attitude.

"I'm sorry, Photo Finish, but I don't think I'll be able to make any of them." Fluttershy said.

"Wat?" Photo Finish asked in confusion.

"We go!" Fluttershy and Rarity clapped their hooves and walk out the door laughing together.

"Vat has just happened?" Photo Finish asked herself bewilderdly.

"Your 'star' just quit." Zach answered.

"Spike has a crush on-!" Twilight pops out ready to confess Spike's secret but Zach quickly puts a hoof on her mouth stopping her in her tracks.

"Good thing he's around to save the day!" Pinkie somehow appears in the reflection of the mirror.

"Yeah. And one teeny tiny favor... Quit stalking us!" Zach shouted which made a crack in the mirror.

"Sheesh, rude much?" Pinkie asked and disappears from the mirror and Zach removes his hoof from Twilight's mouth.

"Thanks." Twilight said gratefully and Zach gave out a smile. The next day the four come to the spa to enjoy a nice relaxation together.

"Now this is a wonderful way to spend an afternoon." Fluttershy sighed as she relaxes in the hot tub.

"Isn't it, though?" Rarity asked as she is wrapped in seaweed with zucchini on her eyes in the steam room as Twilight prepares a letter to Princess Celestia while relaxing in a tub as well.

"Dear Princess Celestia, Being a good friend means being able to keep a secret. But you should never be afraid to share your true feelings with a good friend. Did you get all that, Spike?" Twilight asked.

"No, I'm a little busy right now." Spike said as he fans Rarity with a giant leaf which made Twilight rolled her eyes with a smile.

"Hey, thanks for... you know. I'm glad I trust you." Spike thanked.

"Well, admittedly I almost gave it away, but your welcome. Now will you take down my letter to Princess Celestia?" Twilight asked.

"I would love to. But I'm still a little busy at the moment." Spike said as he continues to fan Rarity.

"Don't worry. I got that covered. Besides, I learned a lesson as well." Zach said dreamily as he places two scrolls on a table as a massage therapist messages his back.

"Oh? And what's that?" Twilight asked curiously.

"Sometimes it is good to hold on to any secret to gain a friends trust, but you shouldn't always bottle them up, because if you hold on to too many, you're going to find yourself holding on to a burden."

"That's a great way to say it. I'm just glad that I can finally relax from holding on to too many secrets."

"You can say that again." Zach said in another dreamy tone as he enjoys every second of the massaging he is receiving and the two laughed happy to see everything is back to normal like it should be.

(Well, tomorrow is my birthday and I'm turning 17 HOORAY! I'm also excited that I only have 6 episodes left, 6 EPISODES LEFT! (excited squee) I'm just as excited as you all are so I'm updating today and tomorrow as a birthday special and a present to all of you awesome fans. So here you are and happy birthday to ME!)

Somewhere in the middle of the desert far away from Ponyville and Canterlot a group of locomotive conductors pull the large train after some problems it was having and was taking the seven ponies and dragon assistant to the western town known as Appleloosa where most of Applejack's relatives live to harvest apple trees like her. In the caboose cart Applejack was reading a bedtime story to something.

"An' that's when the yellow birdie thought to himself, 'Hmm. My favorite little tree isn't such a little tree anymore.' So she sang her song, big an' strong, an' they all lived in that great, big tree happily ever after. The... End." Applejack read and tucked the object in.

"Applejack! Were you reading a bedtime story to... an apple tree?" Rarity asked a bit angrily and it turns out it is an apple tree tucked in the bed. Applejack produces a sheepish grin while Rarity narrows her eyes.

"Heh... Uh... Well, ya know, being replanted in a whole new place is very upsettin' for a tree... An' Bloomberg here is one of my favorites." Applejack said scratching the tree top.

"No fair, Applejack! You've got a luxurious, private sleeper car for a tree, while I am crowded and cramped in the same car with all the other ponies. How am I supposed to get my beauty sleep?!"

"But Bloomberg's the whole reason we're makin' this trip. He needs his rest so we can give him as a gift to my relatives in Appleloosa."

"Hmph! You talk about it as if it's your baby or something."

"Who you calling a baby?! Bloomberg's no baby! Don't wet widdle Rarity make you all saddy-waddy. Bloomberg's a big and strong apple tree. Yes, he is. A-coochie-coochie-coo-coo-coo!" Applejack began scratching the tree again making baby noises and proving Rarity's point.

"It's widdle Rarity who's all 'saddy-waddy'! Urgh!" Rarity complained and walked out to door to meet up with the others in the passenger cart awaiting their arrival to their destination. But little do they know they're in for a big surprise. Just then piano chords were played by Spike wearing a

-Main music plays-

At nightfall most of the gang have conversations about getting to Appleloosa and how excited they are. As for Rarity and Spike they rather get sleep then talk but due to the continuous talking they can't get any shut eye.

"[sigh] For crying out loud in the morning!" Rarity groaned trying everything she can to cover her ears from the noise.

"[groan] Do you guys mind? I was up early fire-roasting those snacks you're all eating, and I'm pooped!" Spike whined.

"Uh, speaking of, some of these popcorn kernels didn't get popped." Rainbow Dash said pointing at the popcorn bag next to her up at one of the top bunks.

"Okay, fine..." Spike sighed. He then used his firebreath but literally burned it on purpose incinerated all the finish popcorn and only got one popcorn kernals to pop smacking it at her face.

"Good night!" Spike said in a very unpleasant tone and covered his whole self in the sheets.

"Well, that attitude is coming off your gem salary." Zach Lanson scolded disappointedly.

"What? Oh, come on!" Spike whined.

"Nah-ah. My decision has already been made."

"Awwww!" Spike complained and once again went back to bed with a disappointed attitude.

"Uhh... Maybe it's time we all got a little shut-eye. We've got a big day ahead of us tomorrow." Twilight Sparkle suggested and turned off the light which made the other girls whined as well.

"That's enough whining! I'm getting tired of it already." Zach ordered and Rarity and Spike finally get some sleep. Until Dash decided to break the silence again.

"Psst! Pinkie Pie, you asleep yet?" Dash whispered while lighting a candle.

"No, are you asleep yet?" Pinkie whispered back.

"If I was sleeping, how could I have asked you if you were asleep?"

"Oh yeah! [giggle]"

"When we get to Appleloosa, you think we'll have to carry that heavy tree all the way from the train to the orchard?"

"What tree? You mean Bloomberg?"

"...No, Fluttershy."

"Fluttershy's not a tree, silly!"

"What's going on?" Twilight asks coming in the conversation.

"Rainbow Dash thinks Fluttershy's a tree!" Pinkie said.

"I do not think she's a tree! I was just-" Dash defended.

"Did you say she was a tree?" Twilight asked.

"No. Well.. Yes. But not exactly-"

"Ya know she's not a tree, right?"

"She's not a tree, Dashie!" Pinkie repeated.

"I'd like to be a tree..." Fluttershy joins.

"Of course you do." Zach sighed also adding in the discussion.

"Oh for pete's sake!" Spike growled and grabbed his pillow and stomped his way to the caboose slamming the door to it on the way.

"Well that was kind of huffy." Twilight admitted.

"Huffy the magic dragon!" Fluttershy joked which made Twilight giggled and the rest shortly laughed along.

"Would you all be QUIET... NOOOOW!?" Rarity suddenly screams and the six see her mud masked face as the shadows give out a scary look. This made the six shout in fear and quickly blew out the light and went back to sleep. Spike at the meantime entered the caboose to meet up with Bloomberg the apple tree.

"Bloomberg..? Bloomberg? Sorry, but I tend to snore a bit. Good night. [sigh]" Spike climbs in the bed and peacefully drifts off to sleep. The next morning the train gets nearer to it's destination as the train conductors continue to pull the heavy locomotive. Just then there was rumbling and Dash was shook off her bunk and the rest of the gang woke up from the noise and shaking. They looked out the window to see a stampede of native buffalo which made them gasp in wonder.

"A buffalo stampede!" Twilight said as the ponies look on in awe.

"I just love their accessories!" Rarity complimented. All of a sudden the buffalo pick up speed and are nearing the train.

"They're getting awfully close to the train." Twilight pointed out.

"Yeah, something's wrong." Zach agreed. The lead conductor then notices them and without warning the leading buffalo rams into him while the rest in the back ram into the carts sending the seven ponies rolling around. Spike on the other hand continues to snore in his slumber as the bed moves back and forth as the train leans from side to side. After another attack from the buffalo the conductor counters and picks up speed along with the rest of the crew. As the ponies inside regain their composure Pinkie notices something strange going on outside.

"Oooh, looky! Now they're doing tricks!" Pinkie said and they noticed two buffalo stack on top of each other and a younger female buffalo wearing a native feathered bandana jumps on top of them.

"Ooh! Ooh! Ooh! Now do a back-flip!" Pinkie called out but the buffalo instead jumped onto the cart with a loud clang.

"Or... Just jump?" Pinkie corrected. Zach and Dash notices the sound was heading toward the caboose.

"Hmm.. Something tells me this isn't a circus act." Dash admitted.

"Ditto. Come on." Zach ordered and as he transforms into his pegasus form the two flew to pursue the buffalo. As the buffalo continues to rush down the train Dash comes flying down a couple carts away.

"Hey there!" Dash greeted and the buffalo gasped at the surprise.

"Where ya headed in such a hurry?" Dash asked while the buffalo continues to charge and Dash flies up to let the buffalo through but follows behind.

"Wow, you're pretty quick for someone so... bulky... No offense." Dash said and flies ahead again surprising the buffalo. She then lands a couple carts ahead while the buffalo still charges.

"I just wanna know – Hey!" Dash tried to ask but the buffalo passes right by her. Dash again gets a couple carts ahead.

"I'm talking to you-" Dash tried to get her attention again but the buffalo took an unpredicted moved and did a front flip over Dash. But suddenly Zach came out from between two of the carts and slams right into the airborne buffalo sending both of them rolling a couple carts backwards. As they landed a few feet away from each other Zach scrapes his hoof on the roof while the buffalo does the same as they gazed at each other menacingly.

"Who are you? What do you want?" Zach demanded an answer but gets no response from the buffalo.

"The silent treatment, huh? Well, you want to dance native style, then lets dance." Zach declared with a sly grin and the buffalo starts charging. However with Zach's magic he forms a white force field shaped like a shield and blocked the buffalo's charge sending her back to where she started. She looked out in a surprising face while Zach gives another mocking smile. The buffalo tried another charge but each attempt she gives sends her back and forth like a game of tennis. She tries running, jumping, and even doing more of her amazing acrobatic moves but still can't get through. Just as the buffalo was about to give up one of the stampeding buffalo hits the cart the three were on and sends them unbalancing until Zach loses his concentration and falls off the cart barely grabbing the side of the cart holding on for dear life. The buffalo made the quick move uses the situation to her advantage and rushes to the caboose. Dash tries to help Zach up but he wouldn't allow it.

"Forget about me, stop her!" Zach ordered and Dash hesitated a little until she obeyed and flew off to catch the buffalo. She nears her ready to catch her but the buffalo makes a daring move and falls between the caboose and second to last cart.

"I got you now, you– [groan]" Dash didn't see the unexpected move coming and finds herself crashing right into a train sign head first which made Zach moan in worry while the buffalo grins smugly. She then disconnects the caboose from the rest of the train and climbs back atop the caboose and whistles ordering the retreat. The stampeding buffalo then heard the signal and slowed down their pace as the caboose slows down to support the strayed caboose. But Zach won't allow this and with one last desperate move he leaps to the edge of the last cart and uses all the magic he's got in him and struggles to pull the heavy caboose back as it glows in a white aurora again surprising the the young buffalo. At first it was working as the caboose gains speed returning to the train. But one of the stampeding buffalo again slams into the train trying to knock Zach off as he struggling to hold on and keep his concentration on the caboose at the same time. The buffalo did one more time finally knocking Zach out of his concentration and lets go of the caboose falling to the ground. As the buffalo was going to strike again but a nearby buffalo stopped and spoke in a native language furiously as if it was angry at the attacking buffalo's actions that even Zach can't understand what they're saying. As the striking buffalo gave an obeying understanding look it withdrawal it's attacking and protected the caboose as it decreases speed again.

"No!" Zach shouted in despair with his hoof stretched towards the caboose watching the stray cart dissapear with the others gasped and watched from the cart door.

"They've got Bloomberg!" Applejack announced fearfully.

"Heeeelp!" Spike cried from the caboose window realizing what's going on.

"And Spike!" Twilight added. The caboose then passes Dash as she regains her composure and rubs her head to try and restrain the head pain she's suffering.

"Heeeelp!" she then heard Spike's cries from the distance as she sees the caboose disappear in the distance.

"Dragon-napping Spike. I'll show her! Ow..." Dash felt another pain in her head and rubbed it again and went out to find her kidnapped dragon friend. Soon as the train arrives at it's destination with a missing cart, dragon, and tree the group rushed out of the train to find help but was greeted by a wide gleeful grinning yellow blonde mane and tail colt who wears a stetson somewhat similar to Applejack's, a brown leather working vest, and a single red apple as a cutie mark. He also bears close resemblance to Applejack.

"Hey there! Welcome ta A-a-pplelooosa!" the pony cheered in a western accent.

"Braeburn, listen-" Applejack tried to get his attention but was cut off.

"Cousin Applejack, mind yer manners, you have yet ta introduce me to your compadres! Shame on you!" the pony scolded playfully with a smile who appears to be Applejack's cousin Braeburn.

"Braeburn, listen, something terrible has happened-

"Terrible is right, your train is full seven minutes late! That's seven minutes less for you to delight in the pleasures and wonders of... A-a-a-pplelooosa!" Braeburn cheered again and without warning he pushed the five ponies down the streets of the small populated town which also has similar building designs to the ones back at Zach's world.

"Boggles the mind, we settler ponies built all this in just the past year, don't it?! And as you can see, we have all of the finest comforts. Like horse-drawn carriages!" Braeburn points at a dark brown colt pulling a western styled carriage.

"Okay, you pull now." the carriage puller declared.

"Aww, we just switched." a blue colt passenger whined.

"And those there are horse-drawn, horse-drawn carriages." Braeburn pointed a group of artists drawing the carriage in sketches.

"…Listen, Braeburn, I–" Applejack was cut off again as Braeburn pushes them to new tourist attractions.

"And here's are local waterin' hole, the Salt Block." Braeburn pointed at a saloon with a salt shaker sign on top.

"That's enough salt for you!" the salt bartender said as he throws a salted pony out with salt on his lips.

"Can't I at least... Get a glass of water?" the pony asked dryly before fainting to the ground.

"Why would- Nevermind. Listen- Braeburn, isn't it? There's-" Zach too was cut off as Braeburn shows more attractions.

"Over there's the office of Sheriff Silverstar. And here's where we have our wild west dances! And here's where we have our mild west dances!" Braeburn points at the variety of attractions.

"But, Braeburn, we-" Applejack tried the inevitable again but Braeburn pushed them to one more location.

"And here's the most wonderful sight in all of... A-a-a-pplelooosa! Our apple orchard." Braeburn showed an orchard smaller than Applejack's and only has about one hundred trees but it was enough to feed the whole western desert town.

"Braeburn!" Applejack calls for his attention again.

"First harvest should be any day now." Braeburn spoke not paying attention.

"Braebu–"

"Good thing too!"

"Brae–"

"'cause we need that grub to live on."

"BRAEBURN!"

"Uh, yes, cuz?" Braeburn finally payed attention.

"You have a very nice town an' all, but but we have a HU-UGE problem! Some of our friends are missing!" Applejack explained.

"A stampede of buffalo." Fluttershy added which made Braeburn's eyes twitch in horror.

"They took Spike!" Rarity joined.

"Rainbow Dash went after them!" Twilight also added.

"And we can't find Pinkie Pie." Fluttershy pointed out.

"I thought she was with us." Zach said.

"And we had an apple tree with us for your orchard, but they took that too!" Applejack finished.

"Did you say... Buffalo? [sigh] Them buffalo, they want us settler ponies to take every single tree you see here off this land. They sure as hay don't want any new ones added in." Braeburn assured.

"But why?" Fluttershy asked.

"Beats me. We put a lot of hard work into this land, so we can feed our town, our families, our foals! And now they're saying all these trees have to go? T'ain't fair..." Braeburn pouted and the gang looked at each other wondering what to do next. Meanwhile out in the desert Dash sneaks behind the rocky boulders to find the native buffalo's territory.

"Ooh, I can't wait to get my hooves on that little buffalo... Hnnh... Ow! Nobody tricks Rainbow Dash and gets away with it." Dash growled.

"Boo!" Pinkie suddenly appeared in front of Dash's face which made her jump in fear.

"Yah! … Pinkie Pie!" Dash scolded silently.

"Ah'ya caught me! Looks like I tricked you and didn't get away with it either! You're goood." Pinkie said.

"Shhshh! What do you think you're doing?! You gotta get out of here!"

"I do?"

"You're gonna blow my cover."

"I am?"

"I'm trying to save Spike!"

"Oh my gosh, so am I!"

"And the more of us there are out here, the more chances of us getting... Caught." they were soon surrounded by buffalo warriors with fierce looks on them.

"Run, Pinkie, I'll hold 'em off. Save yourself!" Dash ordered just as the buffalo starts charging.

"Stop!" a familiar voice ordered and the buffalo's obeyed and stepped aside to reveal the voice. As the dust cleared it was none other than their kidnapped dragon friend Spike.

"Dash, Pinkie... 'Sup? Hey, no worries I know those guys. They're cool." Spike assured.

"If you say so, Spike. Catch ya later, bro." one of the buffalo said after bumping his hoof to Spike's claw and retreated with the others back to their camp leaving Dash and Pinkie very confused. That night the buffalo agreed to let Dash and Pinkie join the village of native teepees as the tribe chow down on their native food while Spike explains the story to Dash and Pinkie on what's going on.

"Seems they took me by mistake.. And they feel awful about it, too, poor guys. Fortunately, they totally respect dragons, so they treat me like an honored guest." Spike explained. Mushed up food was passed up to Dash and Pinkie in a bowl but due to the funky smell Dash would rather skip it as she stuck out her tongue in disgust and moved it away from her.

"Still don't like ponies much, though... But you're with me, so it's cool." Spike assured.

"Huh.. Well, I still don't trust them. I say we turn tail and bail while we still–" Dash looked around for an area to escape but was cut off after hearing munching sounds from Pinkie who pigged down on the food with the mush all over her face.

"Before we finish EATING? Are you loco in the coco?!" Pinkie asked. Just then the same young buffalo that Zach and Dash tried to stop at the train incident arrives with a bowl of turquoise.

"Can I please have more of that mushy stuff, whatever it was?" Pinkie asked.

"Certainly. And, Mr. Spike, you like gemstones, yes?" the buffalo asked speaking for the first time.

"Turquoise. Mmm! [munching] Heh hah! This here is Little Strongheart, and these are my friends Pinkie Pie and Rainbow Dash." Spike introduced while eating on the blue rocks. Dash turns to see the buffalo uninterestingly until her memory hits her.

"You!" Dash scolded.

"You!" Strongheart repeated in surprise.

"That's it! We are outta here!" Dash announced making her way out of the village with Pinkie dragging her by the tail.

"Wait! Please accept my apologies for what happened on the train, we didn't mean for anyone to be hurt." Strongheart assured shamefully.

"Yeah, right. You and your stampeders almost got my friend from falling to his doom." Dash reminded the events of Zach barely hanging on to the train.

"We only wanted the tree. The settler ponies have overtaken the land and have planted an orchard all over it! Because of their thoughtlessness, we can no longer run over our traditional stampeding grounds..." Strongheart explained.

"Huh?" Dash and Pinkie asked confusingly.

"I think it's time they met Chief Thunderhooves." Spike suggested and Dash gave a serious look wanting to know what's going on. Soon the whole tribe gathered around a bond fire with a bigger dark brown buffalo with a chief feathered on his head who appears to be Chief Thunderhooves.

"Hmmh. We have a long and winding stampeding trail, that we have run upon for many generations. [breath] My father stampeded upon these grounds, And his father before him, And his father before him, And his father before him. And his father before him. And-" Thunderhooves was then cut off by Strongheart.

"Hmph. It is a sacred tradition to run the path every year. But this year, these... Settler ponies, these... [snort] ... Appleloosians! [snorting]" Thunderhoof began snorting uncontrollably in rage until Strongheart halted his anger.

"They planted apple trees all over it without asking our permission." Strongheart explained.

"Well that's not very nice. Right, Rainbow Dash?" Pinkie asked only to get a small angry 'hmph' from her and folded her hooves and sat on the ground.

"The ponies refused to move their trees, so we are stuck here, and it is not fair!" Strongheart cried.

"See Rainbow Dash? They had a good reason ta-" Spike tried to defend but Dash suddenly flew up and landed on the ground with force which surprised the whole tribe with a gasp.

"I'll say they had a good reason! C'mon. We have some apple-pickin' Appleloosians to talk to!" Dash ordered with a change of mind putting smiles on all of the buffalo and planned their next move. The next morning the gang in Appleloosa prepared to journey on to the desert to find their missing friends. Applejack tries to tie Rarity's saddle bag but was pulling way to hard.

"Ow! [groaning] Gently, please!" Rarity pleaded.

"Sorry, Rarity, but our friends are out there and we have ta be ready for a long hike into buffalo territory if we're gonna save 'em. Let's go!" Applejack ordered and the group except for Zach rushed out to the desert.

"Uh..." Zach tried to stop them as he felt a familiar presence close by but they kept running and thought it be best if they . Shortly the rushing ponies halted after seeing a shocking surprise. The two ponies and dragon were right there in front of them unharmed.

"Hi guys!" Pinkie greeted.

"Pinkie! We're so glad you're safe." Fluttershy tackled Pinkie with an overjoy attitude and the rest of the gang come over happily hugging with their reunited friends.

"I knew I sensed something good nearby." Zach happily said.

"How did you escape from the buffalo?" Twilight asked.

"We didn't!" Pinkie answered and out popped from the rock behind the reunited three was Strongheart which made the others gasped in shear surprise.

"Gah, I knew I sensed something bad nearby!" Zach whined and turned his happy expression into irritation after seeing the same buffalo who attacked him the other day.

"We promised the buffalo a chance to talk." Dash said.

"Oh, yeah? 'Bout what?" Applejack asked cautiously also not trusting Strongheart.

"I am curious to hear as well? What do you want to talk about? Harming or kidnapping others with no explanation?" Zach snorted.

"Listen, I assure you, it wasn't my intention or the tribes to harm or take away anyone. We only came for the tree, as a warning." Strongheart explained.

"Oh yeah? Well, you sure did a good job trying to."

"Zach, don't worry, she's telling the truth. She didn't mean to kidnap me." Spike assured.

"Wha- b- bu- wh- bu- b- But they attacked us!" Zach reminded bewilderedly.

"Yes, but they meant no harm, we swear it." Dash promised.

"But- why- they- you- [over exaggerated groan] Fine, fine, she can stay! But I'm keeping a close eye on you. Very, very, close eye on you." Zach warned near Stronghearts face making a nervous face out of her.

"Anyway, welcome, I'm Zach Lanson, pleasure to meet you! Hope we can get along nicely and come to some sort of an agreement. That's if this is the real reason you broght her along." Zach's attitude suddenly returned to a happy tone greeting the young buffalo visitor.

"Oh yeah. Well, we brought our new pal, Little Strongheart here, to explain to the Appleloosians why they should move the apple trees off buffalo land." Dash explained pushing Strongheart foward.

"That information would be quite help-" Braeburn tried to agree.

"That's weird. 'cause my cousin, Braeburn, here, wants to explain to the buffalo why they should let the apple trees stay." Applejack countered pushing Braeburn up to Stronghearts face.

"That would be a useful thing to-" Strongheart also tried to agree with the info given.

"The land is theirs! You planted the trees not knowing that. Honest mistake. Now, you just gotta move 'em, that's all." Dash said.

"Well... Eheh..." Braeburn chuckled nervously.

"They busted their rumps here! An' now they're suppos't ta bust their rumps again, just 'cause some buffalo won't stampede someplace else?" Applejack asked furiously.

"Plant the trees somewhere else!" Dash suggested also getting irritated.

"Where?! It's the only flatland around these parts!"

"The buffalo had it first!"

"The settler ponies need it to live!"

"Come ON Applejack!"

"You're bein' unreasonable!" soon the two began arguing going nowhere to make anything better.

"Look... Both the settlers and the buffalo have good reasons to use this land. There must be something we can do." Twilight said.

"Hey! I've got an idea!" Pinkie announced.

"Oh no." Zach muttered placing his hoof on his face sensing that something bad is going to happen. After all this is Pinkie Pie that stepped in. Later the town ponies and buffalo tribe managed to agree to gather up near a stage outside Appleloosa leaving everyone confused on what's going on. Suddenly piano chords start playing by Spike wearing an old pianist hat and as Pinkie pops her head out of the curtain Spike gives a thumbs up and starts playing a melody. The curtains open to reveal a clam slowly opening revealing Pinkie an a western dancing outfit a began singing a song that she hopes to get to two sides together.

"We may be divided

But of you all, I beg

To remember we're all hoofed

At the end of each leg."

---

"What is she doing?" Zach whispered in disbelief as the whole crowd looked on in confusion as well.

"Making things worse." Twilight answered.

---

"No matter what the issue

Come from wherever you please

All this fighting gets you nothing

But hoof and mouth disease

---

Arguing's not the way

Hey, come out and play!

It's a shiny, new day

So, what do you say?

---

You gotta share

You gotta care

It's the right thing to do

You gotta share

You gotta care

And there'll always be a way through

---

Both our diets, I should mention

Are completely vegetarian

We all eat hay and oats

Why be at each other's throat?

---

You gotta share

You gotta care

It's the right thing to do

And there'll always be a way

Thro-o-o-o-ugh!" Pinkie finishes but the only one clapping was Spike as the crowd stares in bewilderment.

"All right, Pinkie Pie! That was FANTASTIC! What a great song! You're right on!" Spike cheered.

"We're doomed." Zach stated as he and Twilight placed their hooves on their faces in embarrassment. The two leaders from each faction looked at each other and nodded as if they agreed on something.

"It appears that Sheriff Silverstar and I have come to... An agreement." Thunderhooves announced.

"We have." Silverstar agreed getting everyone a smile of excitement.

"That was the worst performance we've ever seen..." Thunderhooves flat out stated turning every expression into disappointment.

"Teh... Abso-tively!" Silverstar again agreed.

"Figures." Zach muttered.

"The time for action... Hmh... Is upon us! Our stampede will start at high noon tomorrow. And if the orchard is still there, we'll flatten IT! AND the whole town!" Thunderhooves warned getting into the sheriffs face which made the pony crowd gasp.

"But, Chief!" Strongheart opposed.

"An' we Appleloosians say you'd better bring yer best, 'cause we'll be ready and waitin'." Silverstar assured pushing the chiefs head back.

"But, Sheriff..." Braeburn also opposed and both sides retreated to their territories to prepare for war.

"Oh... That wasn't the message of my song at all..." Pinkie claimed sadly.

"Well, you sent it just the way they thought of it." Zach said with slight irritation. Soon the whole town of Appleloosa went into a panic and prepared for the worst as they boarded up their windows and doors and gathered as many supplies as they can to fight off their native enemies.

"I want my kin ta have what they need to live... But a storm's a-brewin' here. And I don't like the look of it." Applejack admitted.

"We've just got to talk some sense into them before somepony gets hurt." Twilight said.

"How? They're to defensive for the land that I don't think they're going to listen." Zach reminded as they tried anyway to get any town folk to listen.

"Listen, maybe if you would just reconsider, we–" Twilight talked to a couple but they ignored her and jumped through the window of their housed and sealed every window tight. Rarity approaches another settler hoping to have some luck.

"About the trees. Now if you could–" Rarity too was ignored as the settler slams the door shut proving Zach's point that no one is going listen. At the orchard everyone was already bucking the trees collecting every apple as much as they can. Twilight sees a settler gathering apples gives another try.

"If we could just sit down and talk we could–" Twilight said but only got a snarl from the colt. Zach was not going to let that happen as he transports in front of him and gives a threatening growl and stare of his own which made the pony give out a nervous gulp and smile and ran like the wind.

"...Why won't anybody be rational and reasonable?!" Twilight asked angrily.

"See, I told you so. They're not going to give up without a fight." Zach said. The whole town began barricading itself with wooden barriers and planking every window as Braeburn watches his citezens in disappointment nail the windows shut.

"Sheriff, if we could only–" Applejack tried to talk to the sheriff but he too ignored her pleas and ran off with other of his followers pulling two carts with baskets full of apples and the other with bags of flour in it. They followed them to a bakery as they watch them cut the apples, roll up the flour into dough, and bake them into apple pies with over hundreds of them already baked in a pile and still counting. Soon the town gathers around a flag pole as they raise a flag with an apple tree on it symbolizing their faction and the crowd cheers to the sight throwing their stetsons into the air.

"So, this is what everypony has been waiting to cheer for... War. (sigh) Let's just hope Dash has better luck to getting the natives to cooperate." Zach said. At nightfall at the buffalo's village all the buffalo warriors trained to take down the Appleloosian people as they ram each other proving their strength, sharpening their horns, and putting ceremonial colored paint on their faces preparing themselves for battle.

"Isn't there someway to stop this?" Spike asked.

"Unless the settlers remove those trees, I do not think so." Strongheart admitted sadly. Strongheart then grabbed a bowl of turquoise and Spike starts munching on a couple and sighed in sorrow. Dash at the meantime tries her best to convince the chief not to fight as they sit by a fire.

"I know you don't want to do this." Dash said.

"But they have taken our land. What would you have me do, Rainbow Dash?" Thunderhooves asked.

"I don't know... But it's never too late to think of something."

"At noon, it will be too late." Thunderhooves stated boldly and wiped his set of red and white paint on his face with a serious look. The next day noon draws nearer and the buffalo army arrived over a ridge near Appleloosa as the citizens were already waiting for them as they hide behind the wooden barricades with nervous expressions Braeburn looks at the clock tower just as it strung to a minute until noon. Apple pies were being loaded ready for battle as the gang and families of the town look on in worry.

"Come on, THINK. Think, think, think, think, think, think, think!" Dash said to herself tapping her head repeatedly. As time is running short Zach too was trying to think of something as he sweats in desperation with a worried look on his face. He looks at everything around him, the settlers, the buffalo, the town, and even the land. With the clock running down Zach made one final desperate decision that he didn't want to do but had no other option.

"Oh, I didn't want to do this, but what choice have we?" Zach said and suddenly used his unicorn magic and casted a spell with circles spreading from his horn turning everything to a light gray and slowing everything down except for the gang, the settlers, and the buffalo surprising everyone as well. As the magic stopped he was panting hard with beads of sweat trickling down his head. He then looks at the time on the clock tower seeing that it should have been noon by now but the clock remains the way it is with all the Appleloosians looking up at it in confusion wondering what's happening.

"[panting] Okay, that's phase 1. Now for the final phase." Zach said and summoned his wings readying to fly.

"What are you talking about? What did you do?" Twilight asked in confusion.

"What do you think?" Zach asked with a smirk and took off heading toward the buffalo army. Twilight then sees a fly next to her barely frozen, as it slowly flaps it's insect wings forward. Twilight waved a hoof around it and couldn't believe what she was seeing.

"Did he just...?" Twilight wasn't able to finish after seeing the astonishment. Zach then arrived near the chief flying in front of him by the cliff.

"I hope what ever you have done, doesn't involve the Appleloosians." Thunderhooves said.

"No, I guarantee that what I did has nothing to do with them. I just simply casted a spell that slows time. But only for a short limit. I just want to talk- not as an Appleloosian, but as a diplomat for peace." Zach claimed and Thunderhooves took a moment to think.

"You may speak."

"Look, I know in your heart that you don't want to do this. That you'd rather have taken another option than this."

"But there is no other option. The Appleloosians brought this upon themselves, and they should be punished for it."

"But these are innocent lives were talking about. You and your tribe are two times stronger than them, you will flattened them to the ground. Think of the families down there, think of your tribe."

"...None the less, this is their fault. And they should know it's not their purpose to invade our territory."

"But isn't it also one of your beliefs that every living thing is created to have a purpose?"

"...How did you-"

"Let's... just say that I came from another world with similar history that you might not believe. Anyway, there are other ways to get along with the settlers. You both just have to put aside your bitterness towards each other and speak with each other instead of jumping to rashly decisions. So, what's it going to be Chief? An act of belief, or an act of war?" Zach asked. Just then the grayness around them dissipated and returned to the living colorful world. Just then the clock rung as it finally struck noon. After countless bell ringing the settlers wait patiently with serious expressions on them hiding behind hay stacks with pies ready to fire as weapons. The gang and Braeburn wait with nervous looks on their faces. Thunderhooves keeps a tense face trying to think it through. Strongheart then placed her hoof on his face with a hoping look and he sighed making up his mind with a sad expression on him.

"[gasp] He's not gonna do it!" Dash said and the rest sighed in relief thinking it's over. But everything was all in vain as they hear a familiar song that was the last thing they wanted to hear.

"–whaddaya say?

You got to share

You got to care

It's the right thing to do!" Pinkie began singing the song that started the mess in the first place.

"PINKIE!" Zach shouted with desperation after appearing next to her and tackled her to the ground covering her mouth as hard as he could to prevent her singing any more but it was already futile as Zach sees Thunderhooves growling and steaming with rage.

"Oh crud." Zach muttered.

"CHAAARGE!" Thunderhooves shouted and him and the buffalo army stampeded for the village with Zach and Pinkie in the way.

"OH, THANKS A LOT, PINKIE!" Zach shouted in sarcastic anger and transported out with her just in the nick of time before the stamped could take them out. The ponies behind the wooden barricades retreated after seeing the high speeding buffalo broke through without any effort even taking down the flag pole officially enering the town.

"Ready... Aim... Fire!" Silverstar ordered and battalion of settlers threw a barrage of apple pies in the air hitting some of their targets and the battle has begun. some of ponies then began riding the buffalo's like bull riders while others take up fighting positions. While the sharp throwing settlers throw pies directly at the buffalo's faces some of them managed to take out some of the ones firing behind haystacks while others were tricked as they crash right into an anvil with the ponies who set the trap behind it clapped each others hooves for a job well done. Then a stray buffalo gets hit in the face with a pie and blinds his vision thus without seeing crashes right into the clock tower with enough force to send it toppling down. Two settlers were found helpless to get out of the way and could only watch in horror as the tower falls directly down to them. But the before the whole tower was going to crush them a white aurora surrounds the whole structure and the two ponies noticed the source of it coming from Zach grunting as he struggles to hold on to the heavy object.

"(grunt) GO!" Zach ordered and the two settlers did so as Zach lets it go with a gasp of relief as it crashes to the ground. Zach looks around seeing the battle rage on with everyone hurting each other, attacking each other. Zach formed an angry face and something just exploded in him.

"That's...E...NOUGH!" Zach screams in a very loud echo type of voice almost like someone talking through a megaphone as he flew up in his alcorn form with a bright white light surrounding him. Everyone halted their actions and looked up in state of confusion, wonder, and horror including his friends as Zach slowly drifts down back to the ground as his eyes opened revealing the pure white glow and looked around seeing the damage both factions caused.

"So, this is how you all want to end it with battle, huh? Well, I SAY..." everyone waits to hear what else he has to say in fear and Zach returns to his normal state with the light dissipating from around him and his eyes.

"It ends now." Zach said in his normal calm voice again as everyone turned into a new confused surprised look.

"I mean look at all of you! You act no different towards each other as you all think you do! Chief, you and your tribe are suppose to be a peace loving race, not war. And Sheriff, you and your citizens are suppose to welcome neighbors afar and near, not kick them out. And yet, you both did the complete opposite." Zach said with a dissapointing tone which made both sides lower their heads in shame.

"But it doesn't mean it's too late to be reasonable. We can still change and create a better future for both sides. Sure, admittedly it's hard letting go of the past, but I swear if we tried hard enough to put aside our differences, doing the rest will be easy as-" Zach was suddenly cut off as an apple pie splattered on his head. He looks up with an unamused look on him and sees the pony who accidentally dropped the pie above a building with a sorry expression.

"Sorry!" the pony apologized.

"(sigh) Pie, apple pie." Zach finished and as scrambles of the pie drip down to his lips he took a quick lick and smacked his lips.

"Mmm, it's actually a very sweet pie." Zach complimented.

"Okay, now you got my attention. What is this pie you keep using and speak of?" Thunderhooves asked curiously.

"What, this? It's just a sweet treat, nothing that special." Zach answered.

"And what's sweet?"

"You mean you never tasted anything sweet?"

"That's why I'm curious to know. May... I have a taste?"

"Oh, sure. One apple pie, please!" Zach ordered and a stray pony comes over with a plate of pie and Zach levitates it with his magic and places it on Thunderhooves' hooves and taking a small crumb from the plate he takes a bite out of it chewing for a couple moments with everyone staring intensely waiting to hear what he thinks. Then the expression turns to surprise and just like that he gobbles down the pie in a matter of seconds. After he was done he licked the remains off of Zach and after that Zach was covered with some of the drool with a disgusted look and shook it off with a blubbering sound but along with everyone else forms a happy and excited smile.

"Yum! This... this is a gift from the creators of all things! It's nothing like I have ever had in my life! I just wish I could have more." Thunderhooves said in a rejected manner. Then an idea appeared in his head.

"Hey, I've got a much better idea! We... Will allow the apple orchard to stay in exchange for a share of it's fruit, heh... Those... Delicious apple pies!" Thunderhooves offered dreamily.

"What do you say, Sheriff? Sound fair enough?" Zach asked happily.

"Positively!" Silverstar agreed and shook hooves with Thunderhooves and both the settlers and buffalo cheered. Later that day after cleaning up the town the settlers chopped down a couple trees to make a path. As they were done Applejack whistled signaling to Dash it's ready. Dash beckoned the buffalo to follow with her hoof and as the stampeding buffalo followed their rumbling began shaking the apples off the trees for the settlers to catch. As they were collected they immediately baked a bunch of apple pies and tossed each to a passing buffalo one by one.

"I'd rather eat turquoise any day of the week." Spike commented and holds a bowl of turquoise and as he was about take and hand full and eat it Zach levitates it out of his claws as just as he bites down onto nothing.

"Out of your salary, remember?" Zach reminded with a sly smile which made an overexaggerated whine from Spike.

"Bloomberg, this is yer special day. Mama's so proud of you!" Applejack said proudly at the newly planted Bloomberg tree on top of a hill overlapping every other tree.

"Heh, you weren't kidding when she acts like the tree is her kin." Zach chuckled passing by Rarity. Sheriff Silverstar, Braeburn, Chief Thunderhooves, and Strongheart bowed to each other and the two buffalo departed along with the rest of the stampede. Strongheart however stopped by Applejack and Dash and beckons to follow which they happily agreed. Zach and Twilight smiled at the sight just as Twilight finished writing another valuable lesson to Princess Celestia.

"Dear, Princess Celestia. Friendship is a wondrous and powerful thing. Even the worst of enemies can become friends. You need understanding and compromise. You've got to share. You've got to care." Twilight wrote. At the end when everything looked bleak the two factions managed to agree to one another and shared the land in reasonable order and everything turned out-

"HEY! That's what I said!"

Yeah? Well, you sent the message wrong, so get back to your world where you belong! Someday I don't know what I'm going to come up with to make her stay in her rightful place.

(I'M OFFICIALLY 17 YEARS OLD AND ONLY HAVE 5 EPISODES LEFT! (HALLELUJAH) I hope you're all satisfied as I am to know this cause I'm almost done with season 1, excited to move on to season 2, and season 3 draws nearer and will begin on November 10th! So this MIGHT be my real last update until I can get the final 5 episodes done. Like I said before, here are two birthday presents for you cool viewers and I hope you all enjoy. See you soon!) ;)

(Since it's Thanksgiving and this episode was mainly about a bird LOL, I've decided you fans deserve an update for waiting so patiently. For that you have my gratitude and thanks. Happy Thanksgiving!) ;)

The Grand Galloping Gala draws even nearer as the gang wait impatiently for it to arrive. At Fluttershy's cottage she tends another animal incident with a mouse who broke it's leg and sits on a mini wheel chair with a cast wrapped around it's right leg.

"There you go, Mr. Mousey. Now you stay off that leg and do everything I told you. And it will be just like new in no time at all." Fluttershy assured and pushes the mouse to it's family in their hole in the wall. The mouse family was excited to see the father mouse back and the mouse waved it's paw at Fluttershy in appreciation.

"Oh, you're welcome. Happy to be able to help." Fluttershy said happily as the family takes the father back inside after a job well done. Her rabbit Angel was then rushing with a time watch in his paw and looked at it and was surprised to see the time. He then pounces at Fluttershy and caught her attention as he waves the watch rapidly and does signs trying to get her to understand.

"You... found a watch? You... wanna be a watch? You're running! Running out of time? No. You're... late?" after countless wrong shakings from Angel he nods after the last answer and points outside at the clock tower as the bell rings as the hands strike at 4 o'clock. Fluttershy stares blankly in confusion until something snapped her memory.

"[gasp] I'm late for a very important date! The big brunch for Princess Celestia at Sugarcube Corner. Oh, the princess is here in Ponyville for a party and we all promised we'd be there. But I'm not there! Oh, do I look all right? Do I need to bring anything? Maybe I shouldn't go?" Fluttershy said in panic and cowers to the ground in shame just as a fanfare started in the distance.

"Aah! It's starting! I'm missing it!" Fluttershy exclaimed and rushed out the door with Angel wiping his forehead in relief.

"Oh, thanks, Angel." Fluttershy returned and thanked before leaving again as Angel shrugged.

"I mean, if if you hadn't reminded me, I might have not remembered and then... then I wouldn't be there and everypony would be wondering where I was and... Oh, right. I'm late." after again coming back and getting some stomps on the hoof from Angel she leaves once again and this time Angel closes and locks the door with a satisfied grin on his face. But then the door knocks with the knob twisting.

"Oh, okay then. See you later." Fluttershy's voice said at the other side and Angel sighed placing his paw on his face in exhaustion knowing the typical Fluttershy.

-Main music plays-

At Sugarcube Corner two pegasi guards stay at watch by the door to guard Princess Celestia from any harmful threat. Rainbow Dash pops up from behind the door looking at the two with planning eyes. She hops over to get face to face with them.

"So... what do I have to do to get to be one of the Princess's royal guards, anyway?" Dash asked but got no response from the two.

"Is the pay good?" Dash taps on one of the guards' armor but still got silence.

"Hellooo! Anybody home?" Dash flies up to get to eye level with the tall guards as they still stare blankly with out blinking. Dash then began making ridiculous faces to see if they'll do anything but they won't even flinch. She starts wiggling her tongue at them for one last attempt but still has no effect.

"Ooh, you're good. Too good. I'm bored." Dash said and flew back inside.

"Phew. Made it." Fluttershy arrives but as she was about to enter the guards swiftly opened their wings blocking the entrance making Fluttershy gasped in fear.

"Halt!" the left guard ordered in a deep military voice.

"Who goes there?" the right guard demanded.

"[gulp] No one. Never mind. I'll go home." Fluttershy quickly said and backs away. Fortunately though Twilight Sparkle notices the situation by the door.

"It's all right, sirs. She's on the list." Twilight assured and Fluttershy enters.

"Thanks, Twilight." Fluttershy thanked.

"I'm so glad you could make it, Fluttershy. It wouldn't be the same without you." Twilight said. In the kitchen Spike uses his fire breath to cook up some pastries in just seconds.

"How's everypony doing? Good? Good." Mr. Cake chuckled as he takes them out to the visitors including Princess Celestia who sits at a table in the middle as Mrs. Cake brings her some sweets.

"Anything else we can get for you, dearies...? Ooh, I-I mean, esteemed guests." Mrs. Cake corrected nervously.

"Everything is fine, Mr. and Mrs. Cake." Celestia assured.

"Hey guys, whassup?" Zach Lanson comes in and greets.

"Oh, hi Zach. I'm great. Sorry I'm late. I had to finish taking care of a patient first." Fluttershy explained.

"Oh, you and your Tender Loving Care of little animals. I just know Princess Celestia is gonna love that about you. I mean, I hope she will... I mean, of course she will!" Twilight was starting to twitch and sweat nervously which made Zach sigh knowing where this is going.

"Wow, Twilight. I thought I was the only one who got nervous at social gatherings." Fluttershy admitted.

"Oh, it's not that. I just want the princess to approve of my friends."

"But she's met us all before."

"And read about you in our letters. But this is the first time she spent any real time with you. I want everypony to make a good impression."

"Well, I'm sure you have nothing to worry about. Besides, it's just a casual get-together, right?"

"I wouldn't be so sure." Zach said as he points at Rarity who for some reason is wearing her gala dress and is trying everything she can to avoid everypony from touching it or ruining it.

"Don't touch me! Watch the dress! Careful, you're gonna spill that on me!" Rarity ordered and avoided everyone as much as possible. Mrs. Cake then come over with a platter of apple cupcakes.

"Oh, oh, that looks delicious. What is it? Oh, does it stain?! Keep it away from me!" Rarity ordered and started cowering to the ground shakingly.

"Or... perhaps not that casual." Fluttershy corrected.

"Why is she wearing her gala dress at this occasion, anyway?" Zach asked. Applejack at the meantime was having trouble on what to eat.

"Uh... which is the salad and which is the appetizer again? And which am I supposed to eat first?" Applejack asked as she was about to take a bite out of the salad but changed for the sandwich but again changes to a pastry but still doesn't take a bite.

"Oh, never mind. I'm not hungry." Applejack declared pushing the plates away from her.

"It's okay, Twilight. So our friends' manners aren't perfect. I doubt the princess will even notice." Fluttershy assured until Pinkie Pie is up to her usual hyper attitude and began going around eating everything she sees.

"Cookies, candies and pies, oh my! [pie in the face] Oooh! Chocolate Fountainy goodness! [Head in choclate fountain, choclate hardens and eats it] You gonna eat that?!" Pinkie comes up to Celestia and eats the cupcake Celestia was going to eat without giving an answer but she smiles at the over hyped pink pony anyway. This action made Mrs. Cake gasped horrifyingly and yanks Pinkie by the tail taking her away from the table.

"Hey!" Pinkie exclaimed and Mr. Cake comes over with a new cupcake and tea on a platter.

"A thousand pardons, Your Majesty." Mr. Cake quickly apologized.

"That's quite all right, thank you." Celestia thanked and took a small nibble off her cupcake and took a sip of her tea empty placing it back on the tray.

"Empty teacup at 4 o'clock!" Mrs. Cake pointed.

"Uh, I see it, honey bun!" Mr. Cake said and quickly came over and refilled Celestia's cup.

"Oh, um... thank you." Celestia thanked again.

"Not at all, Your Highness." Mr. Cake assured and she took another full sip only to get another refill from Mrs. Cake.

"Thank you again." Celestia once again thanked.

"Oh, but of course, Your Majesty." Mrs. Cake said as Celestia took another drink she gets another refill until it was a cycle sip, refill, sip, and refill over again. Celestia then made some devious eyes and made a fake sip not making contact with the drink and Mr. Cake fell for it overflowing the cup.

"Gotcha!" Celestia said playfully earning some sheepish grins from the two bakery owners. These cause of events made Twilight groan and cowered under the table looking more shyer the Fluttershy.

"Okay, I kind of see where you're going at, but come on it's the princess, one of the most generous hearts in the world. And look at her, she's practically enjoying herself here. I have yet to see her frown. So, just relax, it's nothing that horrible, right?" Zach asked.

"...Yeah... I guess you're right." Twilight said coming out from the table.

"And what about you, dear? Fluttershy, is it?" Celestia asked turning her attention to Fluttershy across the table.

"Me? Oh yes, Your Highness." Fluttershy confirmed.

"I understand from Twilight Sparkle's letters that you enjoy tending to the needs of woodland creatures."

"Yes, I love to take care of animals."

"As do I. As Princess, I care deeply about all creatures, great and small." Celestia agreed. Suddenly an over exaggerated whooping cough occurred in a cage next to her with red, orange, and yellow feathers popping out from each cough surprising everyone that heard it.

"Nothing means more to me than the well-being of all my subjects." Celestia added. Just then something flies up on to the hanging pole in the middle of the cage as it furiously coughs uncontrollably tilting it's head in awkward positions. It appears to be a bird of some sort only it's shedding it's feathers rapidly and it has a couple bald areas which also had an incredibly sick appearance.

"Ah, Philomena, my pet. You're awake. Do say hello to our gracious hosts." Celestia said as it coughs in another sick way.

"Oh... my." Fluttershy muttered disturbingly.

"She is quite a sight, isn't she?" Celestia asked.

"I... I... I've never seen anything like it." Fluttershy stuttered as the bird continues to cough. Just then a guard comes up and whispers in Celestia's ear.

"Really? Well, if I must... I'm sorry, everypony. I'm afraid I have to cut the party short." Celestia announced which almost made Twilight spit out her drink but puts her hoof on it to prevent it from happening.

"The mayor has requested an audience with me. Royal duty calls. Thank you for a wonderful time. It's been a joy getting to know you all better." Celestia declared and made her way out the door with the guards following along and the crowd bowing to her departure. Celestia however forgot her mysterious sick bird in the cage and Fluttershy notices with a worry look on her face.

"Phew. Now I can eat someth'n! I'm starved!" Applejack said and as she was about to take a bite out of something Mr. Cake gathers the food with the table cloth and Applejack moans in disappointment.

"You know he's just taking those leftovers to the kitchen with no problem." Zach assured which lit Applejack's face and zoomed to the kitchen. As all of the guests take their leave Pinkie excitedly does some cart wheels without even looking thus crashing into others.

"Stay right where you are. All I want is a clear path to the exit. NOBODY MOVE and my dress won't get hurt! Stay back! Back, I say!" Rarity ordered as she backs away out the door. Applejack too makes her way out with leftovers she grabbed from the kitchen balancing them on her nose and licked her lips from the tasty smell.

"[sigh] Well, Zach and Spike, I don't know for sure how things went with the princess, but at least no big disasters happened." Twilight declared in relief. But one did happen as Celestia's forgotten bird disappeared from it's cage without a trace. Meanwhile Fluttershy arrives back at her home and it appears she was the one who took the bird Philomena on her back.

"Oh, you poor little thing. How did you ever get in such bad condition? Don't you worry, Philomena. I'll nurse you back to health. As a favor to the princess, who's obviously just far too busy to care for you properly." Fluttershy assumed and places the sick bird on her couch as it continues to wobble it's head awkwardly, cough, and hack wheezingly.

"I'm sure the princess will appreciate the help." Fluttershy said and Philomena again coughs sickly.

"Oh my. We'd better get you to bed right away." Fluttershy said and takes Philomena to a small bed covering her with a blanket.

"There." Fluttershy confirmed and placed a thermometer in Philomena's beak. However she was soon burning up really quickly which made the thermometer rise in temperature. Fluttershy quickly changed this by removing the blanket and placed an ice pack on her head only to find the thermometer's temperature drop in below freezing and sees the bird shiver. She changes back to the old routine again but got the same result. She repeated each routine over and over and over and over again until the thermometer's tip went to the verge of shattering.

"his is far worse than I thought. What you need is some medicine. Stat!" Fluttershy said urgently as she gets another whooping cough from Philomena.

"Here you go, Philomena. This will fix you right up." Fluttershy assured giving Philomena a large pill on a plate. The sick bird sniffed the medicine and stuck her tongue out in disgust from the smell.

"Doctor Fluttershy expected that." Fluttershy said and placed some bird feeder on the plate until it completely covered the pill. Philomena gave a lick to the small pile of bird feeder and immediately chowed down on the food.

"Always works." Fluttershy said proudly but soon found out that Philomena ate everything off the plate except for the pill.

"Uh... Almost always." Fluttershy corrected and got another cough in the face from Philomena.

"There's nothing like home-made soup to cure what ails you." Fluttershy said passing over a bowl of soup to Philmena after blowing it several times. The bird gave a little inspection to the hot liquid and looked away folding her feathers and gave a pouty look.

"Come on now. You'd not gonna get better if you don't cooperate. Mmm... See? It's delicious. Good and good for you." Fluttershy said after drinking out of it but Philomena still refuses to drink the soup in the same pouting pose. Fluttershy decided to use a different method to get her to drink it.

"Here come the choo-choo train. Chugga-chugga, chugga-chugga, whoo-whoo!" Fluttershy began making train noises trying to give Philomena the soup but each time she tries to give it to her Philomena turns her head away from each direction the bowl comes which is twisting her head tightly. After all the neck twisting Philomena began spinning back to her normal state which then made her dizzy and collapsed to the bowl head first.

"Oh dear. Don't worry, Philomena. I know what'll make you feel better. Wait right here. I have just the thing." Fluttershy began trotting away to get something as Philomena hacked back down to the soup which made more feathers popped out after the cough. Minutes later as Philomena nibbles on some mouse feeding Fluttershy returns with a green humming bird on her hoof.

"Look, Philomena. I brought a fellow feathered friend by to cheer you up. Hummingway here was sick once too, but he let me help him and got better in no time. Didn't you, boy?" Fluttershy asked and the humming bird nodded with a chirp.

"Say hello to your new friend Philomena." Fluttershy said and hummingway came over on Philomena's back and nuzzled her neck.

"Aw, look. I think he likes you." Fluttershy said as the hummingway flies back to Fluttershy. She then sang a melody in one verse and Hummingway finishes it with it's humming.

"Your turn now, Philomena. Go ahead. You can do it." Fluttershy encouraged and sang the first verse of the melody again waiting for Philomena to finish it with a grin. But she began to look like she was going to throw up and coughed out the mouse food at Fluttershy's face.

"Um... good try?" Fluttershy said wiping the food off her face. Later she takes Philomena to her bathroom with two towels wrapped around her head and waist.

"I know what'll clear up that tickle in your throat. A humidifier." Fluttershy mentioned and turned on the humidifier in the room and in just a matter of seconds the whole room is enshrouded in steam.

"[deep breath] Refreshing. How's that feeling now for you, Philomena? Better?" Fluttershy asked and Philomena too took a deep breath which made Fluttershy grin widely waiting to see if she succeeds. But alas Philomena hacks again making more feathers pop out of her plus taking away Fluttershy's smile.

"Oh... That's okay. I know lots of other ways to take care of you. Don't worry. You're gonna get better. How about... Aromatherapy?" Fluttershy suggested and soon lit the fire place and lit candles around Philomena. The smoke then arrived at Philomena's nose which made her inhale deeply and finally sneezed making more feathers pop out.

"Warm bath?" Fluttershy said filling up the bathtub with Philomena in it. Suddenly though Philomena started absorbing all the water until she's nothing but a swelled up bird which Fluttershy doesn't understand how it happened and also made more feathers pop out.

"Ointment?" Fluttershy mentioned and added ointment on Philomena's head but only made pimples spread around her body and made more feathers pop out once again.

"Scalpel. Surgical tape. Feathers." Fluttershy instructed as she wears a doctor's scope on her head sweating in stress while Angel passes the medical tools to her and wipes the sweat off. As Fluttershy finishes it so happens that she only taped the feathers on Philomena as she continues to hack uncontrollably.

"Oh, Philomena. I thought it would be easy to nurse you back to health. I've tried everything I know. And look at you. You're worse than ever." Fluttershy stated. Just then a knock happened on her door and she slowly reaches to open it but instantly opens revealing Zach and Twilight coming in with bright smiles on their faces.

"Hi, Fluttershy! I just wanted to drop by and say thank you so very much for making such a good impression on the princess today... [gasp]" Twilight's expression turns into shock as she notices Philomena sitting on a lamp table.

"What is Celestia's pet doing here?!" Twilight asked in shock.

"I couldn't leave the poor thing there. She needed my help." Fluttershy said in her defense.

"You mean you took her? Did you even ask for permission?" Zach asked too in shock.

"...No." Fluttershy admitted shamefully.

"Oh no. NonononononoNO! This is bad." Twilight said planting her hoof on her eye in stress.

"How could I just walk away and not do anything?" Fluttershy asked.

"But... but... she doesn't belong to you!" Twilight pointed out.

"I had to do something."

"Without telling anypony?! Without asking permission?!"

"But..." Fluttershy tried to come up with an excuse just as Philomena produced another cough falling off the table.

"I know you had good intentions, but you have got to return Princess's pet!" Twilight urged.

"But..." Fluttershy tried to find the words as Philomena comes up taking a deep breath as if she's going to cough again but hasn't done so as she just stands there frozen.

"What... no cough this time? Alright." Zach muttered.

"[sigh] You're right. Okay, let's..." Fluttershy gave in just as Philomena finally coughed.

"Oh, there it is." Zach confirmed.

"...go." Fluttershy finished. So they grabbed a basket and loaded Philomena in it on Fluttershy's back so the authorities don't see her.

"If we hurry, we can put her back before anypony even realizes she's missing. [gasp]" Twilight gasped as she opened the door only to find two royal guards with serious looks on their faces as Twilight bites her bottom lip in horror.

"Oh, [clears throat] afternoon officers. How may we help you?" Zach tried to act caual who too was in a bit of shock.

"We were told we could find Zachary Lanson and Twilight Sparkle here." one of the guards said ignoring Zach's question.

"We regret to inform you, two, that the royal pet has gone missing." the other guard announced.

"Really? You don't say! [nervous chuckle]" Twilight tries her best not to act suspicious in front of the two. Just then Philomena made a cough in the basket and Twilight quickly took action making some fake coughs of her own. But Philomena coughed again and Twilight does her best to act like she's coughing and lightly kicks Fluttershy signaling for a little support. So the two with Zach joining in started doing fake excessive coughing which made the two guards look at each other in worry.

"It's that dry night air." Twilight said dryly pretending to have a dry throat.

"But it's daytime." Fluttershy pointed out.

"Well... day air's even drier. You guards better be on your way if you're gonna find the princess's missing pet. Philomena, was it? Thank you ever so much for keeping me in the loop. BYE!" Twilight pushed the guards out the door and slams the door panting in the process. She then slowly looks out the window to see if the guards are leaving and sees clear view of the two walking away.

"Phew... What are you doing?!" Twilight notices Fluttershy walking for the door.

"Going to return Philomena, remember?" Fluttershy reminded.

"We can't now!" Twilight stated blocking the door.

"Why not?"

"You have no idea what the princess is gonna do if she finds you're the one who took her pet, do you?!"

"Do you?" Zach and Fluttershy asked in unison with a furrowed eyebrow.

"Well... no. But it can't be anything good. She might banish you from Equestria. Or throw you in a dungeon. Or banish you and then throw you in a dungeon in the place that she banishes you to." Twilight predicted.

"You really think the princess would do that?" Fluttershy asked in disbelief.

"Okay. Granted that probably won't happen, but do you wanna take any chances?" Twilight asked.

"But I told you before, this is Princess Celestia. When's the last time she's ever been upset enough to punish someone that harshly?" Zach asked.

"1000 years ago." Twilight reminded.

"Oh... right... But that was still 1000 years ago and it was against a threat. And since then, she's never done any punishment like that. Besides, she's like a mother to me, I don't think she would do anything like that ever again, unless she has to."

"Never the less, it's a little too risky. Not to mention this is her pet we're talking about. So, please, let's be cautious about it."

"Oh, alright. But how are we going to return Philomena without being spotted?"

"All that really matters to me is that poor little Philomena here gets well." Fluttershy said with Philomena popping out of the basket still coughing.

"That's very noble of you. I'll write to you when you're banished. Unless I'm banished too somewhere there's no post office. Then you'll have to write to me. Deal?" Twilight asked.

"Please, Twilight. You just have to help me get Philomena healthy and then we can return her to the Princess. And everything will be fine."

"Did you give her any kind of medicine?"

"I tried to, but she wouldn't take it."

"[groan] Then you have to MAKE her take it. You can't be such a pushover, Fluttershy! You need to show this patient who's the boss. Make her straighten up and fly right!"

"She can't fly."

"No excuses!" Twilight said as she grabs the pill and opens Philomena's mouth and drops the pill in it making her eat it.

"Done. Okay, what else?" Twilight asked.

"Uh... well, she keeps pulling her feathers off. The ones that haven't fallen out yet from all her coughing, I mean." Fluttershy said.

"Have you tried taking her temperature?" Zach asked.

"Yes, but each time I put a blanket or ice pack on her, she seems to rise or drop to extreme temperatures." Fluttershy answered.

"Maybe it's the lack of feathers that's not balancing her temperature right. If she is sick, then we must figure something out to stop the feathers from popping out each time she coughs." Zach pointed out which gave Twilight an idea. They put Philomena back in her cage with a large cloth over it with the bird squawking struggling to get out.

"It's for your own good, Philomena, I promise. Please, just relax and try to get some sleep." Fluttershy said. Twilight then notices the bowl of soup and sniffs it.

"What's this soup over here? Smells delicious." Twilight asked.

"I made it for Philomena. But she wouldn't eat it." Fluttershy answered.

"Oh, she'll eat it, all right." Twilight assured with a devious smile.

"Be careful. She might try to run." Zach warned. Twilight comes over and removes the cloth and slowly opens the cage door. Philomena takes this opportunity and charges out the cage screeching escaping the small prison.

"Crud!" Zach shouted trying to dive for the strayed bird but misses her landing on the ground inches from her.

"Hey! Where are you going?" Twilight exclaimed.

"No! Philomena! Come back!" Fluttershy called and soon the three were on a wild goose chase. They chased the pesky bird down the park where they chased her around a tree running in circles. When they went fast enough to lose track Philomena was able to outsmart the three on top of the tree and made a run for it. As the the three realized that they lost her again they resumed their search. In town the two guards from earlier go across town showing the citizens a sketch of Philomena to see if they seen her. Luckily so far another citizen shook his head claiming he hadn't seen her without seeing Philomena climbing across the hanging flag ropes. The three then came across a mysterious figure reading a newspaper at a bench and when the newspaper lowers it reveals a rather familiar bird like presence with a big mustache. The ponies then began bird movements to see if the stranger had seen Philomena but it shrugged and went back to reading the newspaper. The three looked at each other and Zach approaches to inspect one more time lowering the newspaper and removed the mustache revealing that it was Philomena. After realizing she's been caught again she makes another run for it with the three not too far behind. They chased her down the town sneaking behind the two guards so they won't get caught. They then cornered her in a row of empty houses and chased her down a house but she somehow appears in another as they rush to each door hoping to catch the bird and coming out in different doors. Twilight then sees Philomena poking out of one of the doors and rushes for it only to find herself crashing into Zach and Fluttershy while the pet escapes again. The three rushed and looked for the bird near town hall only to pass by the hiding bird behind a pole and runs off just as the two guards walked by and placed the sketch of her on the pole. She then returns to it and wrote a big shaggy mustache and unibrow on it for fun before leaving only for Zach to come across it with a raised eyebrow at it in confusion. The three rushed down the streets still searching for the missing pet hoping to find her soon.

"What are you two doing? Are you having a race? Oh, can I play? 1 2 3 GO!" Dash appears above them and zooms off with the running three still looking for Philomena. They then come across the rest of the group enjoying themselves by the fountain.

"Excuse me!" Fluttershy said lifting Pinkie off the ground with her back while she chews on a cupcake.

"Hi!" Pinkie greeted through a mouth full.

"Beg your pardon!" Twilight said lifting Rarity off the ground with her forehooves searching from underneath as well.

"Put me down!" Rarity demanded and Twilight did so dropping Rarity back to the ground.

"What in tarnation?!" Applejack exclaimed surprisingly.

"Sorry, but we've gotta find-" Twilight tried to explain but was cut off by another voice.

"The princess's pet bird!" one of the guards shouted looking up. The group then look up at the fountain and sees Philomena with nearly all feathers gone atop the pony statue.

"Philomena, come down from there! You'll hurt yourself!" Fluttershy ordered worriedly. Suddenly the final feather pops out from Philomena's tail and she started extreme rattled coughing and faints on top of the statue looking she was dead. However she repeats the dramatic act but this time falling off the fountain.

"I'll catch you!" Fluttershy called running as fast as she could to Philomena's falling destination. She makes the hop for it ready to save her but then something unexpected happened. Philomena literally just burst into flames without any explanation which made Fluttershy gasp in horror. As she landed she only managed to save the remaining ashes of burnt bird on her hooves. The rest of the group gasped in total shock at this unexpected turn of events. Fluttershy looks at the ashes as they slip through the cracks of her hooves and started whimpering ready to cry at her failure.

"What is going on here?" Celestia arrives demanding an explanation as the group and guards bowed before her.

"Zachary, Twilight?" Celestia questioned turning her attention to her students catching their attention.

"Yes, Your Majesty, there's been a terrible accident." Twilight announced shamefully.

"It's all my fault." Fluttershy convinced.

"No, Princess. Fluttershy didn't know any better. It was my fault."

"I'm the one who did it."

"But you were only trying to help."

"Some help I was."

"Will ya let me do this? She'll go easier on me."

"But it's my fault!"

"No, it's my fault!"

"No, it's my fault! Wait, what are we talking about?" Pinkie joins losing track of the conversation.

"Okay, stop it! I don't think that happened by accident." Zach announced.

"Wha... what do you mean?" Fluttershy asked confusingly.

"Call me crazy, but... Why do I sense life from the ashes?" Zach asked.

"What!? What are you talking about? Those are ashes, they can't be alive." Twilight pointed out.

"Then how come I'm sensing that she's still alive anyway?"

"Because she is alive, my faithful student." Celestia said in a more calmer tone approaching the ashes.

"Princess, what are you talking about? What's going on?" Twilight asked in total confusion.

"Oh, stop fooling around, Philomena. You're scaring everypony." Celestia said to the ashes. All of a sudden the ashes started moving and rose to the sky surprising the group as they gasped in awe. As soon as the ashes formed in midair spining in circles it shined as bright as the sun revealing an incredible sight as a red and orange fiery feathered phoenix making the group gasp in awe as it flies around with fire sparks following from behind.

"I don't understand! What is that thing? What happened to Philomena?" Fluttershy asked in worry.

"This is Philomena. She's quite a sight, as I said. But nothing unusual for a phoenix. Isn't that right, Philomena?" Celestia asked and got a healthy bird cry from her as an answer.

"A... A phoenix?" Fluttershy asked in a state of confusion and surprise.

"A phoenix is a majestic and magical bird. While it appears healthy and happy most of the time, every so often it must renew itself by shedding all of its feathers and bursting into flame. [silently] Rather melodramatic, if you ask me. [loud again] It then rises from the ashes, fresh as a daisy. All just a normal part of the life cycle of a phoenix. I'm afraid, mischievous little Philomena here took the occasion to have a little fun with you, Fluttershy. Say you're sorry, young lady." Celestia ordered and Philomena made an embarrassed 'I'm sorry' sound to Fluttershy.

"So... aren't you gonna banish me? Or throw me in a dungeon? Or banish me and then throw me in a dungeon in the place that you banish me to?" Fluttershy asked getting surprised looks from the others.

"Of course not, my little pony. Where on Earth would you get such an idea?" Celestia asked. Zach and Fluttershy looked at Twilight seeing a guilty look from her.

"I guess I have some imagination." Fluttershy said making Twilight smile thankfully.

"Fluttershy really did do everything she could to try to take care of Philomena for you." Twilight added happily.

"And I do appreciate that your heart was in the right place, child. But all you had to do was ask me and I could have told you Philomena was a phoenix and saved you all this trouble." Celestia said.

"I know. I shouldn't have jumped to conclusions. Next time I'll ask before taking matters into my own hooves." Fluttershy declared.

"Should I write you a letter about that lesson, Princess?" Twilight asked curiously.

"No, that's quite all right. I think I can remember." Celestia assured.

"If that is what you want. But I'm going to write it down anyway and keep it just in case you do forget. Almost like how you forgot Philomena after the party, right?" Zach teased with a sly grin which made an embarrassed blush from Celestia.

"Oh. [giggles] That's one mistake I'll never make again." Celestia promised as Philomena takes off to the air with the guards bringing her bird cage. Suddenly Fluttershy felt something landed on her right ear and sees it was one of Philomena's fiery feathers as another apology gift.

"It's beautiful. Thank you, Philomena. No hard feelings." Fluttershy assured thankfully. Dash looked at the two guards next to the cage and came up with a great plan. She flies up to Philomena whispering something into her ear and nods in agreement. She flies on top of her cage and she rubs her feather wings on the two guards' noses making them squinch their noses a little and they shortly broke out into a laugh. Philomena flies up and high fives Dash in congratulations for a succeeded plan. Then everypony started laughing gleefully to see a great bird rise up to become something much more and for a more brighter day.

"Oh, are you sure about this, Scootaloo? I've never even heard of a pony zip-lining before." Sweetie Belle asked with uneasiness in her voice as the Cutie Mark Crusaders stand on a wooden platform nailed on a tall tree with a rope tied around it and with them wearing zip-lining gear.

"Neither have I, but Spike told me it was awesome!" Scootaloo said with confidence and jumps bringing the other two with her. As they went flying down they shouldn't have used a rope because the rapid speed is causing the rope to burn from the hooks. They then slowed down as they lost speed and stopped in the middle and notices the burning the hooks have caused above them which made the rope snap. The three screamed as they fall down to the woods below landing the branches and leaves before hitting the ground with tree sap and pine needles stuck on them.

"See anything?" Applebloom asked weakly and Scootaloo checks only to find tree sap on her flank.

"Tree sap and pine needles, but no cutie mark." Scootaloo answered disappointedly.

"Plan B?" Sweetie asked.

"Yeah. You know where we can find a cannon at this hour?" Scootaloo asked with a confident smile which made the two flinch in worry.

"It's no use! No matter what we try, we always end up without our cutie marks. And, surprisingly often, covered in tree sap." Scootaloo said as the three took off their gear.

"Maybe we should do something less dangerous? Like pillow testing. Or flower sniffing." Sweetie suggested.

"This town is full of ponies who have their cutie marks. Why don't we ask them how they did it?" Applebloom mentioned passing over two buckets of water to them with towels as she w.

"That's a great safe idea." Sweetie said.

"Yeah! And we can start with the coolest pony in Ponyville." Scootaloo said.

"Applejack!" Applebloom said.

"Rarity!" Sweetie joined.

"Come on, guys, I said 'cool'! You know who I'm talking about. She's fast. She's tough. She's not afraid of anything!" Scootaloo hinted.

"Pinkie Pie?" Applebloom and Sweetie asked in unison.

"No! The greatest flyer ever to come out of Cloudsdale." Scootaloo said.

"Fluttershy?" Applebloom and Sweetie asked again in confusion.

"No! Rainbow Dash!" Scootaloo answered.

"Oh! Yeah, that makes much more sense." Applebloom said.

"Of course!" Sweetie agreed.

"Let's do it. Let's find out how Rainbow Dash found her cutie mark!" Scootaloo announced.

"YEAH!" the three clapped each others hooves but Scootaloo forgot to wipe her hooves thus getting the other two stuck on her as they struggled to free themselves from the gooey sticky substance. They groaned and went to clean off the sap so they can get some inspiration from Rainbow Dash as soon as possible and see what other stories holds in store for them.

-Main music plays-

After the three washed the sap off their hooves Scootaloo drives her scooter as she pulls the other two in a cart behind her as they make their way to find Dash. On the way they gasped to see three rabbits hopping down the path with apples. Scootaloo went to a complete halt just before she could hit them.

"Get back here, you thievin' varmints!" a familiar voice yelled coming from the direction the rabbits came out of.

"Thievin' what now?" Applebloom repeated as the rabbits retreated away. All of a sudden Applejack jumps out from behind a bush surprising the fillies as well as Applejack as she braced for impact. After the collision the group were knocked to the ground landing on each other.

"Applebloom!" Applejack scolded slightly. Applebloom then looked at Applejack's cutie mark and something hit her.

"Hey sis! How'd you get your cutie mark?" Applebloom asked.

"I never told you that story?" Applejack asked curiously with a raised eyebrow.

"Hey! I thought we were gonna ask Rainbow Dash." Scootaloo reminded.

"We need all the help we can get." Applebloom said.

"Ugh! Fine." Scootaloo gave in and the three sat down to listen to Applejack's story.

"Why, shoot. I was just a little filly. Even littler than y'all." Applejack said as memory returns to her as a little filly traveling away with a picture of her aunt and uncle in her bag leaving Sweet Apple Acres with crying broken heart young Big Macintosh and Granny Smith. Later she arrives at a city incredibly similar to Zach Lanson's home with buildings and landmarks also similar.

"I didn't want to spend my life at a muddy old apple farm. I wanted to live the sophisticated life, like my Aunt n' Uncle Orange. So I set out to try my luck in a big city. Manehattan! The most cosmopolitan city in all of Equestria." Applejack said.

"Hey! Outta the way, you rube!" a stray high class pony scolded as young Applejack jumps out of the way.

"I knew I'd find out who I was meant to be in Manehattan." Applejack narrates as her younger self reaches her destination. She knocks on a door with an orange sign on it and it opens revealing her aunt and uncle both with high class fashion.

"Aunt Orange! Uncle Orange! Thank y'all so much for lettin' me stay!" young Applejack thanked.

"'Y'all'. Ahahaha... Isn't she just the living end?" Aunt Orange laughed.

"How quaint." Uncle Orange chortled.

"Don't worry. We'll have you acting like a true Manehattanite in no time." Aunt Orange assured. After countless training young Applejack was ready to be a high class pony changing her mane to her aunts style. Soon their was a party of rich ponies enjoying themselves at the table with fizzing drinks in front of them.

"And how are you finding good old Manehattan?" a colt asked young Applejack.

"Oh, it's simply divine." Applejack said in a suave voice.

"Very well said, my dear." Aunt Orange complimented.

"Although, I must admit the city noise took some getting used to. Where I'm from, nights are so quiet you seldom hear a peep until the roosters wake you." Applejack said.

"The... what?" a mare asked.

"I say, my dear, what in the world is a 'rooster'?" the colt asked.

"What's he talking about? What do I say? I don't wanna look like a fool." Applejack narrated.

"Dinner is served." a server announced entering with multiple dinner trays.

"Thank goodness. Being a city pony's hard work. I'm so hungry I could eat a-" young Applejack stopped after the tray opened revealing only a straw of grain and small orange pastry the size of a seed. Applejack was disappointed by the sight and skipped dinner. The next morning Applejack woke up early to see the sun rise in the distance.

"Cock-a-doodle-doo... Oh, I wonder what Granny Smith and Big McIntosh are up to. I bet they're applebuckin' their way through the Red Delicious trees. Oh, what I wouldn't give for just one bite..." young Applejack said leaning on the window and shed a single tear missing her Apple family she left behind.

"I never felt so homesick in all my days as I did right then." Applejack said as she continues to tell her story. Suddenly a loud exploding sound startled the young filly and looks into the distance to see a rainbow trailing down to none other then her home Sweet Apple Acres which formed a joyful smile from her lips.

"It was amazin'! A rainbow pointin' right back to... home. In that moment, it all became clear. I knew right then just who I was supposed to be." Applejack said as she tells the remaining of her tale as her younger self rushes to the farm where Granny Smith and Big Macintosh were waiting with surprised smiles on them. Applejack reaches Granny Smith and nuzzles her. At that exact moment a shining light appeared on Applejack's flank and appeared her triple apple cutie mark.

"That's when this here appeared. I've been happily workin' in the farm ever since." Applejack finished. She then heard raspberry's near by and sees the three rabbits she was chasing earlier with the apples in their paws and ran.

"There they are! Get back here, ya thievin' varmints!" Applejack yelled and started chasing the three again.

"Aww... That was such a sweet story!" Sweetie said with a nodding Applebloom.

"Sweet? Try sappy. [mock-gags] Come on! We've got to find Rainbow Dash and hear the cool way to get a cutie mark." Scootaloo urged as she hops on her scooter and the other two jump on the wagon and they zoomed off resuming their search for Rainbow Dash. On the way to Ponyville another unexpected moment awaited them as Fluttershy suddenly steps in front of the path making the three fillies scream. Scootaloo tries to stop but sends the three flying into the air landing just a couple feet away from Fluttershy. They see a line of baby ducks passing by in front of Fluttershy.

"All right, little ones. This way. This way. You really should be more careful. Somepony could get hurt. Why are you in such a hurry anyway?" Fluttershy asked the three crusaders.

"We're trying to find Rainbow Dash, so we can hear how she earned her cutie mark." Scootaloo answered.

"Oh, that would be interesting. You know, I wouldn't have gotten my cutie mark if it weren't for her."

"Rainbow Dash?! Really?!"

"Oh yes. It all started at Summer Flight Camp." Fluttershy began her flashback in cloudsdale. She was a pretty thin filly compared to the other young ponies but had the same shyness she always had.

"You'd never guess, but when I was little I was very shy. And a very weak flyer." Fluttershy narrated. Her younger self watches the other experienced fliers fly through the ring clouds as she struggles to get over one cloud ring. As she was about to pass over one she accidentally got caught on it and was sent falling down a cloud slide and flew up to the air into an orange flag landing with the flag on her head.

"[laughter] Nice going, 'Klutzershy'! They outta ground you permanently." the first younger bully of Rainbow Dash from the best flyer competition mocked.

"HA! My baby brother can fly better than you!" the second younger bully joined and the two continue to laugh at Fluttershy as she cowers to the ground with a sad face.

"It was the most humiliating moment of my life. And then, out of nowhere..." Fluttershy said as she remembers seeing multicolored flying by while it's shadow startled the two bullies and sees a younger Rainbow Dash land right in front of them and Fluttershy with an angry look on her.

"Leave her alone!" young Dash ordered angrily.

"Ooh, what are you gonna do, 'Rainbow Crash'?" the young second bully mocked.

"Keep making fun of her and find out!" young Dash answered.

"You think you're such a big shot? Why don't you prove it?" the first bully challenged.

"Whaddya have in mind?" young Dash asked with a competitive expression. Soon a starting line was set in place with the three young pegasi line up waiting for Fluttershy to wave the checker flag with an audience watching young and grown.

"You're going down!" the second bully declared.

"In history, maybe. See you boys at the finish line!" young Dash said as they prepared themselves for the race. Just then Fluttershy waved the flag and the three were off zooming at incredible high speeds faster than a speeding bullet. But unfortunately they were going so fast that it sends Fluttershy spinning rapidly thus falling off the cloud she was standing on sending her down screaming in horror. She tried flapping her wings to gain some altitude but she was still too weak to even fly. She was getting nearer and nearer to the ground waiting to accept her fate until something amazing happened that will change her life. A large pack of butterfly's flew underneath her and caught the filly saving her from hitting the ground. She was in state of confusion at first but smiled at the colorful sight that is holding her up.

"I had never seen such beautiful creatures. Butterflies don't fly as high as my cloud home. And I've never been near the ground before." Fluttershy explained as she goes along with her story.

"What is this place

filled with so many wonders?

Casting its spell

That I am now under

---

Squirrels in the trees

and the cute little bunnies

Birds flying free

and bees with their honey

---

Hooneeeeey!

---

Oooh, what a magical place

and I owe it all to the Pegasus race

If I knew the ground had so much up its sleeve

I'd have come here sooner, and never leave

---

Yes, I love everythiiiiiiiiiiiing!" young Fluttershy sang her heart out just the moment a loud explosion to place all of a sudden. She looks up to see a rainbow shockwave roam across the sky which startled all the animals sending them back to their dens, nests, and homes. Fluttershy knew she had to do something to comfort the little creatures.

"Shhh. It's okay." Fluttershy said calmly to a group of shaking bunnies under a bush and her voice comforted them which made them hop out.

"You can come out." Fluttershy said in a squirrel hole in a tree and they come out as well.

"Everything's okay. There's nothing to be afraid of." Fluttershy managed to say in the pond where the frogs hid and went to the sky getting the frightened ducks to come out too. She soon had different multiple species surrounding her without any fear towards her knowing they can trust their lives in her hooves. And just like that a light appeared on her flank and appeared her triple butterfly cutie mark.

"Somehow I had the ability to communicate with the animals on a different level." Fluttershy finished.

"Wait, wait, wait. What happened to Rainbow Dash? What about the race?" Scootaloo asked anxiously.

"Oh. Well, I wasn't there, so I don't really know what happened." Fluttershy admitted.

"Come on, Crusaders. We've gotta find her. Besides, I can't take any more singing." Scootaloo urged.

"Maybe my sister knows where she is. Bye, Fluttershy!" Sweetie said as she and Applebloom got on the cart and Scootaloo takes off.

"Bye, girls!" Fluttershy said back waving. As soon as the three crusaders arrived at Carousel Boutique they got caught up at Rarity's sense of fashion as she measures the three fillies with dressing cloths around them.

"How did we get roped into this? Oh, we'll never hear Rainbow Dash's story." Scootaloo complained.

"Are you girls still obsessing over your cutie marks?" Rarity asked.

"Of course! Most other fillies at school already have theirs." Sweetie pointed out.

"Mmm, I know how you feel. For the longest time I couldn't figure out why I didn't have mine." Rarity admitted and started having a flashback of her own. She went to the same exact school the three crusaders attend when she was young. Rarity's story begins where there is a practice for a school play going on. A group of fillies including a younger Cheerilee the future teacher of Applebloom, Sweetie Belle, and Scootaloo's class are in costumes for the play: a group of fruit, a dandellion, a cake, a stack of hay, and a flower. A younger Rarity and her old teacher are watching the play practice from behind the stage.

"Well done, Rarity. Your costumes are very nice." Rarity's teacher commended.

"Nice?! They need to be spectacular! And the performance is tomorrow!" Rarity cried. The next day she tried everything she could come up with to make the costume designs magnificent but she couldn't find the right touch.

"I tried every trick I could think of, but nothing seemed to work. The costumes just weren't right. And the play opened that night." Rarity narrated.

"Maybe I'm not meant to be a fashionista after all..." young Rarity said sadly with a drooping head. But as she was about to give up her horn started glowing unexpectedly and started forcing her out the boutique surprising the filly as well.

"What's going on?!" young Rarity exclaimed in confusion and surprise.

"I had no idea where my horn was taking me. But unicorn magic doesn't happen without a reason. I knew this had to do with my love of fashion and maybe even my cutie mark!" Rarity said as she talks about her strange magic journey as her horn started levitating her across the parks, desert, hills and the wasteland where the diamond dog incident will take place with a bored expression on her face through the whole trip. Finally she bumps into a giant boulder standing upright in front of a cliff. She rubbed her head and looked up at the massive structure with confusion.

"I knew that this was... MY DESTINY!" Rarity declared.

"A ROCK?! That's my destiny?! What is your problem, horn? I followed you all the way out here for a ROCK?! [groans] Dumb rock!" young Rarity whined kind of bending the truth of Rarity's statement. However a large exploding sound just occurred scaring the younger Rarity as she looks up to see a rainbow soundwave roam across the skies. The sound just made the large boulder crack and breaks in half and falls to the ground revealing to Rarity's surprise she sees hundreds of sparkling jewels inside of it in all shapes, sizes, and colors. She managed to get them all back to her shop and created the fabulous costumes she pictured for the play. That night the audience watched in awe to see the filly dancers perform in their new sparkling gem sewed outfits. The teacher looked at Rarity with a proud smile and sees a shining light on her flank. Young Rarity looks to see the light on her flank and appeared her triple diamond cutie mark thus ending the tale.

"Ugh! These namby-pamby stories aren't getting us any closer to our cutie marks! They're all about finding who you really are and boring stuff like that." Scootaloo whined.

"Yes, Scootaloo, that's exactly-" Rarity was about to explain but sees Scootaloo pushing the two out the door in a hurry.

"Come on, girls! We need action! We need Rainbow Dash!" Scootaloo urged and were out the boutique. Soon than the three realized they got caught up to Twilight Sparkle's story at a restaurant with intrigued looks on Applebloom and Sweetie while Scootaloo holds a bored uninterested expression.

"As a young filly in Canterlot, I always wanted to go to the Summer Sun Celebration, where Princess Celestia raises the sun. And I saw the most amazing, most wonderful thing I've ever seen." Twilight said as she remembers those moments when she was young. It started at Canterlot where the celebration is taking place at the time. Horns started sounding on a porch with a large sun statue guards surrounding it. Young Twilight started squeezing in the crowd to get a better view. When she got to a comfortable spot she sees Princess Celestia herself walking down the porch and started summoning her magic and flew up into the air filling Twilight's eyes with excitement. As Celestia reaches to the center of the sun statue the actual sun shines brightly making the crowd gasp in awe. Celestia finishes and the crowd cheers in shear excitement for the princess leaving Twilight speechless at her magic. This made her want to become just as powerful as the princess so she went to her home to study some magic.

"I poured myself into learning everything I could about magic." Twilight naratted as she goses along. She never used moving magic before and it's a basic spell for unicorns so she started there first and concentrated as hard as she could on a book she was reading while grunting at the difficulty. Eventually she managed to flip the page and made her smile in joy as continues reading. Hours later until it was night time she read every last book without any boredom getting the best of her.

"My parents decided to enroll me in Princess Celestia's School for Gifted Unicorns." Twilight said as her parents entered with a paper with Twilight's name on it and a check mark meaning she is free to enter. This made young Twilight jump in shear joy.

"It was a dream come true! Except for one thing... I had to pass an entrance exam!" Twilight narrated as her younger self found herself in an unexpected situation in a classroom with four examiners watching her. Her parents on the side of the room signaled to smile which she did. A stallion pushes a cart in with a dragon egg on it. She has to open the egg with the dragon alive.

"Well, Miss Sparkle?" the first examiner asked. Twilight was in a state of pressure and nervousness as she sweats rapidly. She chuckles nervously which made the four write down their notes on their clipboards which made Twilight looks at the egg nervously unsure on what to do.

"Well, Miss Sparkle?" the first examiner repeated with serious looks on each of their faces as one of the examiners coughed. Young Twilight then focused and struggled to use her magic on the egg only to get small sparks from her horn. This made another of the examiners yawn in boredom. The first examiner looks at her watch to see how long it has been.

"We don't have all day." the first examiner reminded. Young Twilight did everything she could doing every action she thought could work but still got no result.

"I knew this was the most important day of my life, that my entire future would be affected by the outcome of this day and I was about to blow it!" Twilight said remembering that she had tried one last attempt but still only get sparks from her horn and lets herself fall to the floor.

"I'm sorry I wasted your time." young Twilight apologized shamefully lowering her head while the examiners write down their notes with disappointed expressions. But when things looked very bleak at that very moment a very loud earthquake shaking explosion startled the filly and her magic was starting to go out of control. A beam of magic shoots out from Twilight's horn and hits the opening it to reveal a rather younger baby dragon Spike. Twilight's eyes began glowing in a radiant white light while purple energy surrounds her frightening the examiners and her parents. A beam casts onto her parents and turns them into plants. Spike on the other hand got a beam as well which sends him growing until his giant head breaks the ceiling with electricity coming out. This happen to catch Celestia's attention nearby. As Twilight struggles to take control of her magic she felt a hoof on her shoulder and looks to see the princess herself before her with a warm smile on her. This made Twilight calm down and just like that the examiners were put back down, her parents were back to their normal selves with shocked looks on them, and the fully grown Spike was too back to his normal baby state as the toddler dragon sucks on his tail.

"Twilight Sparkle." Celestia spoke.

"Oh, I'm so sorry. I didn't mean-" the scared young Twilight tried to apologize.

"You have a very special gift. I don't think I've ever come across a unicorn with your raw abilities." Celestia admitted happily.

"Huh?" Twilight questioned.

"But you need to learn to tame these abilities through focused study."

"Huh?!"

"Twilight Sparkle, I'd like to make you my own personal protege here at the school."

"HUH?!"

"Well?" Celestia asked. Twilight looks at her parents as her father nods frantically in excitement while her mother gestured her hoof to take the offer with an excited looks as well.

"YES!" young Twilight jumps in the air with pure joy.

"One other thing, Twilight." Celestia added.

"More?" Twilight asked in shocked disbelief and lets herself fall to the ground. Celestia then pointed at Twilight's flank and she looks to see her lavender sparkling star cutie mark.

"My cutie mark! Yesyesyesyesyesyesyesyesyesy esyesyesyesyesyesyesyes..." Twilight started jumping around Celestia in absolute excitement and not only is she now the personal student to the ruler of the country but received her cutie mark.

"...yesyesyesyes..." Twilight in the present day is too jumping around the table where she and the three crusaders are sitting at.

"Okay, okay." Applebloom said.

"We're happy for you, Twilight." Sweetie said.

"Yeah, thrilled. Let's get out of here while we still can." Scootaloo urged and the three left leaving the excited Twilight.

"...yesyes, YEEEES!" Twilight screams still jumping around in happiness but came to realization that she is attracting some onlookers around her.

"Are you okay?" one of the watchers asked curiously.

"[giggle] Um... yes." Twilight answered nervously. Meanwhile the three fillies ride their way through the busy streets of Ponyville searching for Rainbow Dash. On the way Zach Lanson notices the zooming three and couldn't help but be curious on their actions. He used his wings and flew over the three. Scootaloo hears the flapping of wings above her and got a little excited at first on who she thought it may be.

"Rainbow Dash? Is that... Oh. Hey, Zach." Scootaloo greeted a little disappointed at who she saw.

"Hey, slow down a bit, your going to get yourself into a wreck." Zach warned.

"We already did, twice."

"Oh, well, take it easy a little. What's with the rush, anyway? You three look like your late for something."

"We're trying to find Rainbow Dash. Have you seen her?"

"No. But I sense that she's at Sugarcube Corner right now."

"Oh, finally! A location to her! I'm getting tired of hearing these cutsie sappy stories from the others!"

"Ah, so you've been hearing the origins of the rest of the gang, haven't you?"

"Yes, but our main target is Rainbow Dash because we need some inspiration to find our cutie marks and of how awesome she is! But so far I didn't get much confidence from the others. Just some softy touchy stories."

"Hey, speaking of which, can we hear how you got your cutie mark, Zach?" Applebloom asked.

"But didn't our sisters tell us that story already? I mean, the Nightmare Moon incident, right?" Sweetie reminded.

"Oh yeah. Well, can we hear how you started out to getting to that point?" Applebloom asked.

"I don't know, there really isn't much inspiration to my tale." Zach said unsurely.

"Oh, come on! How uninspiring can it be?" Sweetie asked.

"How about being stuck in an orphanage, where the manager is nasty and mean, makes you do every chore in the whole place, get dumped by many foster parents, get picked on by most of the kids, and led up to a life changing moment involving a world I never knew existed?" Zach asked in one breath with a goofy smile.

"...Okay, we see your point." Sweetie gave in.

"Told ya. But I suppose the only inspiration I can give you is to keep looking on to the things you see you're good at. Try to notice something you're really great at compared to the other things." Zach advised.

"Okay, we'll try." Scootaloo said.

"Would you like me to teleport us to Sugarcube Corner? It'll be faster." Zach offered.

"No thanks. I'd rather give my wings some flapping practice." Scootaloo declined.

"If you insist. Well, I'll see you there then." Zach said and with that he disappears with his unicorn magic.

"Oh, I can't wait to hear Rainbow's cutie mark story! I know it's going to be awesome!" Scootaloo said with excitement.

"You're looking for Rainbow Dash? What for? That sounds exciting, and fun! I'm excited and I want to have fun! I'm interested to know what you want from her! If she's at Sugarcube Corner, than I want to be at Sugarcube Corner! Hey! I have an idea! Wanna go to Sugarcube Corner?" Pinkie Pie came out of nowhere on the cart with a helmet on and shook excitably nearly losing her balance but Applebloom saves her from falling off.

"Well, we're sort of looking for Rainbow Dash, so we can hear how she got her cutie mark." Sweetie explained.

"Cutie mark? Come with me and I'll tell you how I got mine!" Pinkie said and the two fillies look at Scootaloo waiting for an answer.

"[sigh] Why not?" Scootaloo groaned as she continues to drive.

"Alright!" Pinkie cheered and began her story at a rock farm where her and her family lived gathering rocks. It was a dark cloudy gloomy and depressing place to live in. She wasn't always the Pinkie Pie everypony knows today. In fact she didn't even look like the one today. She was a bit darker and her hair was straight without the unkept bouncy curly hair. A bell then rung signaling work was over as Pinkie's parents and sisters walked inside to the farmhouse with disappointed glares at young Pinkie which made her sigh and drop her head in a depressing manner.

"My sisters and I were raised on a rock farm outside of Ponyville. We spent our days working the fields. There was no talking. There was no smiling. [sigh] There were only rocks. We were in the south field, preparing to rotate the rocks to the east field when all of a sudden..." Pinkie narrated as she tells of a loud boom which scared her a little and looks up to see a massive rainbow wave pass above her in the sky clearing away the gloomy dark clouds. Then the shockwave arrives creating a typhoon of wind at young Pinkie as she stands her ground trying to withstand the strength. As the wind stop she immediately changed as her color comes to a more brighter appearance and even her hair poofed up making that bouncy hair Pinkie always had. Just then a beautiful rainbow arches above the farm with animals coming out of nowhere at the field. This atmosphere made young Pinkie smile as wide as she could for the first time in her whole lifetime as the rainbow dissipates.

"I never felt joy like that before. It felt so good I just wanted to keep smiling forever. And I wanted everyone I knew to smile too, but rainbows don't come along that often. I wondered, how else could I create some smiles?" Pinkie said as goes along with the story. Young Pinkie laid a thinking hoof on her chin rubbing it for a couple moments until she had a brilliant idea in her head and rushes to the silo where she had been working on a project all night. The next morning arrives and the Pie family wakes up to get ready for another working day.

"We better harvest the rocks from the south field." Pinkie's father said just before he hears some faint polka dancing music coming from the silo along with the rest of the family.

"Pinkamina Diane Pie! Is that you?" Pinkie's mother called.

"Mom! I need you and dad and the sisters to come in. Quick!" young Pinkie exclaimed opening the door with balloons and confetti popping out and closes the doors leaving her parents looking at each other with curious looks. Pinkie's father slowly opens the door revealing the room filled with balloons, confetti, streamers, tables with all sorts of food including cake. They all looked around the room in confusion wondering what the meaning of this is.

"Surprise! You like it? It's called... a party!" young Pinkie exclaimed in excitement and waited for her family to answer. They all had incredible shocked looks on them with Pinkie's father letting the wheat plant slip from his mouth showing more of his reaction. Pinkie bites her bottom lip in worry as she's her family's lips quiver trying to find the words after seeing the sight.

"Oh. You don't like it." young Pinkie said in disappointment as she awaits her punishment. However after a couple moments of looking around the room with their lips still quivering they finally smiled widely in complete happiness.

"[gasps] You like it! I'm so happy!" Pinkie declared in joy as the Pie family dance to the music having fun for the very first time together. As they dance Pinkie's flank shined and appeared her triple yellow and blue balloon cutie mark.

"And that's how Equestria was made." Pinkie finished going way off topic.

"Wha... huh?" Scootaloo halted in confusion after hearing that.

"Look! We're here!" Applebloom pointed out seeing that they are right in front of Sugarcube Corner.

"Maybe on the way home I can tell you the story of how I got my cutie mark. It's a gem!" Pinkie said as she trots her way inside forgetting the exact topic she has been talking about. Scootaloo looks at the other two with a worried expression.

"Oh, come on. She's just being Pinkie Pie." Sweetie reminded with Scootaloo groaning in annoyance and made their way inside. As they entered the bakery Scootaloo was thrilled to see her hero inside.

"Rainbow Dash! You're here!" Scootaloo said as the rest of the group made way for her to approach the three fillies.

"I hear you're looking for my cutie mark story?" Rainbow Dash asked.

"[sigh] You have no idea what I've been through today to hear that story." Scootaloo said as she sits down to hear the story she has been waiting for all day.

"It all happened during the race at Flight Camp, where I stood alone against all odds to defend Fluttershy's honor." Dash began as she begins the story just the moment the race began. Young Dash looks at her opponents with a competitive look as she blows out some steam from her nostrils. Young Fluttershy then raises the flag ready to wave it as the racers prepared themselves. Dash licks her lips waiting for the suspense to kick in. As the three competitors unfurl their wings young Fluttershy waves the flag as it leads up to Fluttershy's cutie mark moment. As the race goes on the racers pass each ring as they go with onlookers watching in awe. Dash speeds up taking the lead by a huge margin. They cut to a sharp turn which results a crash in a pillar from the first bully stuck in the cloud structure.

"I've never flown like THAT before. That freedom was unlike anything I've ever felt. The speed, the adrenaline, the wind in my mane... I liked it a lot." Dash narrated. As young Dash smiles victoriously thinking she has already wrapped the race up the second bully comes out of nowhere bumping Dash out of the track.

"Ha! Later, Rainbow Crash!" the second bully mocked as he takes the lead.

"Hey!" young Dash scolded and rushes down to the earth to retake the lead.

"Turns out the only thing I liked more than flying fast... was winning!" Dash said as she tells her life changing moment. Young Dash was going unbelievably fast for her age that she sends the second bully out of control. She started feeling a force trying to push her back but is determined to counter it. As she heads down to the final cloud ring near the ground she began her very first sonic rainboom chain reaction as she goes up at zooming speeds at the exact same time. She looks behind her to see a rainbow trail being made right from her hair and smiles widely at the sight not believing her eyes. She then sees the finish line ahead of her and produces a confident smile at the feats she accomplished that day.

"Most ponies thought that the Sonic Rainboom was just an old mare's tail. But that day... The day I discovered racing... I proved that the legends were true. I made the impossible happen!" Dash said as she finishes the story with her crossing the finish line with the rainbow trail still following her and the crowd cheering wildly as she arches above the whole city of Cloudsdale. At that very moment her flank shines earning her red, yellow, and blue thunderbolt cloud cutie mark thus ending the tale.

"And that, little ones, is how you earn a cutie mark." Dash finished.

"Wooooow..." the Cutie Mark Crusaders gasped.

"Wait a second. I heard that explosion. And I saw the rainbow too. Rainbow Dash, if you hadn't scared the animals, I never would have learned I could communicate with them and gotten my cutie mark." Fluttershy intervened.

"I heard that boom! And right afterwards there was this amazing rainbow that taught me to smile." Pinkie joined.

"When I got my cutie mark, I saw a rainbow that pointed me home. I bet it was your sonic rainboom!" Applejack added.

"There was an explosion I could never explain when I got my cutie mark." Rarity said.

"This is uncanny! If that explosion didn't happen when it did, I would have blown my entrance exam. Rainbow Dash, I think you helped me earn my cutie mark too!" Twilight also joined and Pinkie unexpectedly threw herself at Dash to the ground into a hug.

"We all owe our cutie marks to you!" Pinkie said.

"Do you realize what this means? All of us had a special connection before we even met." Fluttershy added.

"We've been BFFs forever and we didn't even know it!" Rarity joined.

"Come here, y'all." Applejack said and the six girls joined together in a group hug embracing each other happily. The sight made Zach smile sweetly along with Applbloom and Sweetie.

"Aren't you going to join us, Zach?" Pinkie offered with the others staring at him happily.

"Me? I never had a connection with you six from the beginning." Zach reminded.

"Yes you have!" Twilight disagreed.

"Oh? If so, how?" Zach asked curiously.

"You are represented to an element of harmony, right?"

"Yeah, so?"

"So, you've been destined to be an element of harmony from the very beginning. We've all had that connection to the elements of harmony, including you. So if anything, you have been our best friend too."

"And we couldn't have anypony better." Dash added happily.

"Oh, girls." Zach said quietly and couldn't help join them in the hug as well happy to be accepted by the big embrace. This made Applebloom and Sweetie coo at the sight.

"Ewwww... Gimme a break. Come on, Crusaders! Maybe we just need to try zip-lining again." Scootaloo urged but the two quickly grabbed her and pulled her to an embrace as well which made her sigh in annoyance.

"Hey. How about a song?" Fluttershy asked as everyone agreed excitedly which made Scootaloo widened her eyes in horror.

"NO!" Scootaloo screamed in desperation. Later after a great time together Zach and Twilight returned to the library to write down their new learned lesson.

"Dear Princess Celestia,

Today I learned something amazing. Everypony everywhere has a special magical connection with her friends, maybe even before she's met them. If you're feeling lonely and you're still searching for your true friends, just look up in the sky. Who knows? Maybe you and your future best friends are all looking at the same rainbow." Twilight said as Spike writes down her words on a scroll while Twilight rests her head on the window looking at a rainbow in the sky dreamily.

"Gross! When did you get so cheesy?" Spike asked disgustedly.

"Just write it, Spike." Twilight ordered which Spike obeyed. Sometimes in life there will be strange events that could ironically meet up with other lives that you will one day meet. So keep a sharp eye out because who knows? You just might bump into your future friends who had experienced something similar to what you do.

[This episode is dedicated to the poor unfortunate young lives who sadly were murdered at Sandy Hook Elementary at Newtown, Connecticut. We'll never forget.] :'(

On an evening day in Ponyville Zach Lanson, Twilight Sparkle, and their assistant Spike get ready for a meteor shower that only happens every century. They pack the necessary supplies needed for the event including snacks, blankets, and a telescope to get a better view of it in a cart.

"This meteor shower tonight's gonna be amazing!" Twilight declared excitingly.

"Awesome!" Spike agreed throwing three bananas in the cart.

"You know, this shower only happens once every 100 years."

"A centennial celebration!" Spike added juggling some apples and rolling them to the cart with his tail.

"Too bad it's only a once in a lifetime opportunity. I would've loved to see more of it. But at least it's happening in our lifetime, we will never get another chance to experience this again." Zach said.

"We better get a move on!" Twilight said.

"Don't wanna be late! Whoa, whoa, whoa! Huh. There." Spike nearly lost his balance after taking a bowl of punch to the cart but managed to load it on.

"Spike, did you grab my quill and ink?" Twilight asked.

"Check!" Spike said grabbing a quill and bottle of ink.

"Scrolls?"

"Check! I've also packed a telescope, apples, bananas, fruit punch and my freshly baked home-made triple-decker nut-crazy vanilla cream cookies!" Spike said showing a batch of cookies on a plate with cookie crumbs on his face.

"[giggle] I can see that." Twilight said looking at Spikes messy face. He notices this and licks it all off with a goofy smile.

"Once again you've read my mind, Spike. And that is why you're our number one assistant." Twilight said.

"I'm sorry. I didn't hear you." Spike said putting his claw to his ear playfully.

"That is why you are our number one assistant." Twilight repeated.

"Missed that! Huh...?"

"I said... [chuckles] Come on, let's get going. Wait! I almost forgot. I wanna bring the 'Astronomical Astronomer's Almanac to All Things Astronomy'." Twilight remembered.

"The Astronomo-lomo homono what?" Spike asked in confusion.

"You know that really old big blue book on stars, moons, planets, the Universe...?"

"Right. Check!" Spike said and rushes to another section of the library. He takes the ladder to one of the shelves of the library and climbs up to find the book Twilight wants. He brushes off the collected dust on book but starts inhaling deeply looking like he was about to sneeze but manages to keep a relieved sigh and opens the book. But to his misfortune he finally sneezes producing a fire at the book thus incinerating the pages into ashes. He looks at it with very worried look and sees the ashes fall off the book.

"Hey! What's taking our number one assistant so long?" Twilight shouted.

"Hurry, we're going to be late!" Zach added. Spike quickly closed the book and sheepishly returned it back to the shelf it was in pretending he never found it. But little did he know he can't always hide this little secret for long.

-Main music plays-

As the meteor shower draws nearer a whole crowd gathers on top of hill including the rest of the gang and the Cutie Mark Crusaders. The three library owners and their dragon assistant also make their way up the hill along with the cart filled with their needs.

"I was sure I put the astronomer's guide back. The book would have helped me identify different planets and stars tonight." Twilight said disappointedly.

"Well... Maybe someone borrowed it? Besides, you don't need that book. You can already name all the planets and stars, cause you're super smart and astronomically awesome!" Spike said fibbing on most of his statement.

"Thanks, Spike. You're such a flatterer." Twilight thanked.

"Yeah, I'm a sweet talker."

"And a number one assistant, right?"

"Check!" Spike said and immediately went to work on setting the blanket down, the bowl of fruit, scrolls, punch, cups, and went to set up the telescope. Rainbow Dash came by and snatches an apple taking the first snack.

"Wow, Zach and Twilight! You're lucky to have such a rad assistant. I wish I had someone to do whatever I told them." Dash admitted.

"Ooh! Ooh! Me! Me! Me! I'll do whatever you want, Rainbow Dash!" Scootaloo said excitingly.

"Oh yeah, pipsqueak? How about taking out the trash?" Dash asked tossing her eaten apple core to the ground.

"Yes ma'am!" Scootaloo affirmed and took the apple core away.

"Do we have Spike to thank again for this amazing spread? Isn't he simply amazing?" Rarity asked happily with the others gathering around Spike.

"Oh, come on. [pause] I said come on." Spike urged playfully.

"Little Spikey-wikey! Who knew that big ferocious dragon started off so cutesy wootsy?" Pinkie Pie cooed noogying his head.

"Spike, you are such a little star that I had to make a little bow tie for you." Rarity said and revealed a large red bow tie with all sorts of jewels on it and used her magic to tie it around Spike's neck.

"Gosh. You guys are embarrassing me. Stop it. [pause] Twilight, your turn." Spike playfully pointed.

"Spike, that's enough." Twilight ordered.

"All right. That's enough." Spike obeyed.

"Hey, everypony! The show is starting!" Sweetie Belle announced pointing at the sky and the group all rushed to the perfect spot to watch passing by Sweetie. As the two small younger sisters climbed on their older sisters backs they watched as the sky begins to lit up with shining meteors. They glittered and sparkled across the skies making the group gasped in awe and watched in wonder. Spike however was getting really sleepy and was ready to fall asleep any minute now as he struggles to stay awake.

"So, is it everything you imagined it to be?" Zach asked Twilight breaking the silence.

"You have no idea. It's so... beautiful." Twilight gasped.

"Yes, you are."

"What was that?"

"Nothing. I'm just glad you like it." Zach smiled trying to hide his slightly flushing cheeks. Twilight too smiled appreciating his thoughtfulness and resumed sightseeing the meteors. Later after the show was over and group enjoyed the rest of the evening talking to each other and eating the remaining sweets. Pinkie flips the plate of cookies sending the last ones into the air and ate them.

"Mmm. Wow! These cookies are deeleesh!" Pinkie complimented.

"Spike made them. Speaking of, Spike, can you bring us some punch?" Twilight called out but got no response.

"Spike?" Twilight repeated and started hearing some quiet laughing from Zach.

"Zach, what's so funny?" Twilight asked curiously.

"He- [quiet laugh] just- just look. [quiet laugh]" Zach pointed at the punch bowl still trying to pull himself together as the rest of the group sees Spike snoring inside the bowl making condensated fog from each snore.

"Ooh, poor little thing." Rarity cooed.

"Aww... He's worked himself to the bone." Twilight pointed out.

"And now the punch has been... spiked!" Pinkie punned and the group started laughing at Pinkie's silly joke. Soon the gang went their separate ways and thanked each other for a magnificent night. At the library the two ponies switched off the lights and tucked Spike to his bed.

"Goodnight, Spike. [giggle] Sweet dreams, number one assistant." Twilight said softly.

"Alright, should we head off to bed as well?" Zach whispered.

"You can go ahead, I'm going to write down some learning material about tonight."

"If you say so. Goodnight." Zach said tucking himself in his bed. Twilight at the meantime walked downstairs to her desk and started writing her information.

"'The Study of Comets. Comets are small, irregularly shaped bodies that are made of non-volatile grains and frozen gasses. They-'" Twilight stopped after hearing some rattling noises coming from the balcony and went to investigate. She opens the door and looks around to find nothing. Thinking it was nothing she goes back inside closing the door but without paying attention the door lock does not go all the way keeping the door opened as Twilight resumes her work.

"'...have body structures that are fragile and diverse-'" Twilight again stopped after hearing another creaking noise. She opened the window near her and could've swore she saw something swooshing by like a bird. Unfortunately a draft of wind picks up and takes Twilight's notes with it out the opened door.

"Shoot!" Twilight exclaimed trying to chase for the notes but watches as her work flies to the distance and rushes back inside just as something extremely fast flies by to the direction of the notes.

"Oh... This is a job for Spike. If only he were awake..." Twilight moaned.

"Wha... what happened?" Zach asked coming down while rubbing his eyes tiredly.

"I thought I heard something outside and forgot to close the door, which made a gust of wind and took off with my studies." Twilight explained.

"Okay. I'll go find it. Where-" Zach summoned his pegasus form and was about to fly out to search for the notes but the two suddenly heard a 'hoo' from the desk. They looked to see a small brown and tan feathered owl come in with the notes and place it on the desk and was ready to depart.

"Wait! Don't go! Don't be afraid. Thank you for returning my scroll." Twilight thanked gratefully as the owl landed back on the desk with his head turned backwards towards the two making some owl calls.

"He said 'Your welcome.'" Zach translated with his white mind seeing eyes.

"Since when did you learn to speak animal?" Twilight asked.

"Mind reader, remember?" Zach reminded tapping on his head playfully with a sly smile. Just then another chilly gust of wind picks up and even gave the owl the chills at it shakes from the cold.

"Gosh, it's cold tonight. Say, would you like to relax in here and keep me company while I work?" Twilight offered and the owl hops it's way to the coat rack near Twilight with a another owl hoot.

"He said 'Thank you.'" Zach again translated.

"Your quite welcome Mr... um... Actually, what is your name?" Twilight asked as the owl gives another answering hoot.

"His name is Owlowiscious." Zach answered for the bird as it gives a nod in support.

"Huh. Interesting name. You know, that animal translating ability of yours can come in handy. You almost give Fluttershy a run for her money." Twilight complimented.

"Oh, I don't know about that, but thanks. [yawn] Well, I'm going back to bed. I'll see you tomorrow." Zach said and made his way back upstairs to his bed.

"Night. Now, where was I? Oh, yes. '...fragile and diverse with a surrounding cloud of material called a coma, that grows in size and brightness as the comet approaches the sun...'" Twilight wrote down as Owlowiscious sits by on the rack. The next morning Spike remains asleep until the suns rays shine through the window onto him and awakes him.

"Waah! I overslept! I know it's already ten, but I'm scaly-tailed and bright-eyed and ready to work twice as fast. Oh please, don't be upset, guys. And what do you want for breakfast? Oatmeal? How about a sunflower smoothie? Grass pancakes?" Spike rushed downstairs as Zach and Twilight packed some books and necessities for a trip in their saddle bags.

"I can go for some grass pancakes!" Zach said excitingly.

"Spike, don't worry." Twilight said with happy tone.

"But my morning chores..." Spike reminded.

"It's okay. Owlowiscious did them for you."

"Who?

"He's our new junior assistant. He's gonna help out with your chores so you won't be so tired all the time."

"Wha... Wh... What do we need a junior assistant for? I'm not tired. I do fine on my own. I don't need sleep, I-"

"Spike, don't worry. He's just here to help out a little. Now, we have to go out, so why don't you introduce yourself to Owlowiscious? He's in the library." Twilight said as the two ponies take their leave.

"Worried? Do I look worried? I'm not worried. Who's worried?" Spike asked worriedly as he was literally sweating bullets. He went downstairs to the library section to meet the newcomer.

"Hello? Hellooo!" Spike called out for an answer. Just then he sees something on the book stand in front of the window near the front door as the owls head turns backwards slowly in a creepy manner towards Spike.

"Whoa! Dude, that's creepy. Uh... Hi there! I'm Spike. I'm sure Twilight has told you all about me..." Spike introduced forgetting the fact it's an owl he's talking to.

"Hoo." was all Owlowiscious had to say.

"Uh, Spike? You know, assistant number one?"

"Hoo?"

"I'm Spike! And who are you? What are you?"

"Hoo!"

"Who?"

"Hoo!"

"I thought your name was Owlowiscious!"

"Hoo?"

"Okay, 'Who', 'Owlowiscious', whatever. I'm Spike, okay? Look! All you need to know is that I'm number one and you're number two. Got it?"

"Hoo?" at this point Spike getting really annoyed at the bird as his eye twitches to emphasize his irritation.

"So, a man of mystery, huh? I'm keeping my eye on you! I've got eyes in the back of my head too, you know?" Spike said but without paying attention he crashes right into the front door feeling rather silly from the situation and gets up from the pain.

"Well, not really, but... You know what I mean!" Spike warned and slams the door outside.

"That bird is out for my job. He wants to be number one. I'll prove to Zach and Twilight that I deserve to be number one. Not Freaky Feathers over there. I won't let him have my job if it's the last thing I do!" Spike swore to himself as he takes a walk to get some space away from the owl while it stares at the baby dragon at that very moment. Later on after cooling down a bit he returns to the library and looks up a book and researches about the natures and instincts of owls trying to figure out a way to get rid of the bird he secretly loathes on the edge of a window.

"Oh, what a fantastical, fluffelicious feathery little friend! I'm... HOOked!" Pinkie joked as Zach and Twilight show their new owl friend to the rest of the gang and they laughed at Pinkie's joke.

"He's just wonderful." Fluttershy complimented sweetly.

"'He's just wonderful.'" Spike mocked rudely not liking a bit of the attention Owlowicious is receiving. He then realizes he's getting some stares from the group.

"Uh, yes. Wonderful. He's quite... the charmer." Spike said through his angered clenched teeth.

"And Owlowiscious is just such a star I just had to make this little bow for you." Rarity said as she reveals an exact replica of Spike jeweled bow tie and puts it on Owlowiscious' neck. This made Spike growl and blow raging steam out of his nostrils and stomps his way back inside slamming the window shut as he goes.

"What's he all saddle sore about?" Applejack asked.

"He's probably just jealous of Owlowiscious." Dash assumed.

"Maybe Spike feels threatened or worried that Owlowiscious will replace him." Fluttershy said.

"Replace him? Hah! That's crazy! Spike knows he can't be replaced." Twilight said.

"I don't know, Twilight. I know jealousy when I see it and that's an extremely jealous baby dragon right there." Zach said.

"Regardless, there is no way Spike would ever think he will be replaced." Twilight declared. Little did she know though Spike was thinking the complete opposite of her statement.

"They're trying to replace me! I better step it up and make sure that Zach, Twilight, and Owlowiscious know that I'm still number one-" Spike said to himself with determination and immediately stops his sentence after seeing the two ponies and owl enter. Spike gives out a fake smile but produces a sour look at the owl as Twilight walks over to a book.

"Hey, Spike! Can you fetch me that book called 'Two-headed Myth-'" Twilight called.

"'Mythological Mysteries!' I know where it is." Spike finished for her and rushes to an upper shelf at where it should be and stacks some books on top of the ladder for some hieght support. But as he searches the spot where the book should be with his claw he discovers that it was missing.

"Thanks, Owlowiscious. Hey, Spike, no worries. Owlowiscious flew up and got the book for me." Twilight said as Spike sees Owlowiscious with the missing book. Spike was gripping his claw tightly with an irritated look on him.

"Oh, and gee! I guess I need 'Ferrets of Fairyland' too." Twilight remembered. Owlowiscious swiftly swiped the wanted book from beneath the book pile Spike is on and made it unbalanced.

"Hey!" Spike exclaimed and struggled to maintain his balance atop the book pile.

"Climb down from there before you fall." Twilight warned but it was too late after hearing a loud thud behind her and sees Spike getting up from the book pile as he growls and steams from the ears in anger. Later Twilight writes down a project of hers but her quill snaps off.

"Shoot!" Twilight shouted.

"Yes, sir!" Spike saluted.

"My last writing quill. It's broken." Twilight pointed out.

"Never fear, Spike, your number one assistant, is here." Spike said and started searching through the whole library from shelves, to the kitchen, to under the beds.

"Quill... quill... Where is it? Not here... Quill... Quill, where is it...?" Spike muttered under his breath. One time he went to search the bathroom but sees Owlowicious taking a bath and couldn't help but feel embarrassed about that moment. For some reason he checked under a daisy sandwich but didn't see one.

"Where am I gonna get a quill?" Spike asked himself and thought of heading to the quill store.

"Spike, wait! Wait!" Twilight tried to call out but couldn't get his attention as he was already gone.

"But the store is called 'Quills and Sofas'. You only sell two things!" Spike complained after hearing that the store that sells the quills have been sold out.

"Sorry, Junior. All outta quills until Monday. Need a sofa?" the store owner asked and got a scowling growl as an answer from Spike and decided to go to Pinkie's to see if she has any.

"I swore I had one here somewhere. Ah, here it is! A quince!" Pinkie said tossing over a quince fruit to Spike.

"Not a quince. A quill!"

"Right. A quail? A quilt! A quesadilla? Aha! A quiche!"

"Not a quiche. A quill!"

"Nope. Sorry. All outta quills."

"[sigh] Shoot." Spike sighed disappointedly and took a bite out of the quiche. Later he knew just where to find some feathers. He traveled to Sweet Apple Acres and started chasing a chicken around.

"Come on, chicken! Here, chicky chicky chicky! Here, chick chick chick chicky! Come here! Ugh! Come here!" Spike demanded after crashing to the back of the chicken coop and landed on the chicken fighting it until it snucked out of the fight as Spike realizes he was beating himself up. He then notices a small chicken feather floating down to his claw and was satisfied. Nighttime draws near and Spike returns fatigued as Zach and Twilight read.

"Spike... to the rescue." Spike said tiredly before fainting to the ground.

"Oh, Spike. I was calling out for you when you were turning this place upside down. Owlowiscious gave me one of his feathers to use as a quill." Twilight showed one of Owlowiscious' feathers. This made Spike tightened his body in pure concentrated rage which made the chicken feather he was gripping like a vise burn into ashes.

"That's just great. Perfect! Sweet! I think I'll just, uh... finish up the rest of my chores! Or did Owlowiscious already do them?" Spike asked sourly.

"Oh, no no. There are quite a lot of them." Twilight assured.

"Well, that's fine. Because I can just stay up all night and finish–" Spike instantly fell asleep on the staircase after a long day of trying to find a quill.

"Poor Spike. He'll come around. He's genuinely a good little guy." Twilight said.

"But didn't you see his reaction? He was furious. I think he really is jealous. Maybe we should talk to him about it tomorrow?" Zach suggested.

"Now that you mentioned it, he really is acting rather off lately. I suppose he is getting emotional about this new assistant thing. I'll speak to him about it in the morning." Twilight promised.

"If you say so. I'm going to see if I can find that book Spike couldn't find. What was it again? 'Astronomical Astronomer's Almanac to All Things Astronomy'?" Zach asked. Owlowiscious just then flew over to the spot where the book Spike destroyed is and retrieved it for Zach.

"Oh! Thank you, Owlowiscious. Hmm, weird, how is that Spike couldn't- Oh, he is in so much trouble." Zach muttered after opening the book and seeing it's condition.

"What? What is it?" Twilight asked curiously.

"Here's your checked out book." Zach showed the book and Twilight widened her eyes in surprise.

"Wha? How could this happen? Spike! Oh, I'm going to talk to him about it, alright. Talk to him about it, big time!" Twilight declared angrily. The next morning they left the sleeping dragon on the staircase and Twilight slams the burnt book hard on the step Spike was sleeping on which startled him awake.

"Spike. What is this? You said this book was missing. Well, Owlowiscious found it right where it belongs, but like this. How did it get this way?" Twilight asked with a disappointed tone expecting an honest answer out of the sheepish dragon.

"Uh... Well, um... You see, I... I just didn't wanna disappoint you and, uh... Have you ever seen a dragon sneeze?" Spike asked sheepishly twisting his hands and tail showing his nervousness.

"I've seen a dragon lie. I'm very disappointed in you, Spike." Twilight said angrily and heads out of the library. Spike looks at the owl with a very hated expression.

"You set me up! Well, two can play that game." Spike declared.

"Hoo!" Owlowicious said.

"Not 'who'! Two! Urgh!" Spike groaned irritatedly and went out to plot something out.

"Owlowiscious is out to take my place, I just know it! I've gotta stop him. But how?" Spike asked himself. Just then he notices a white mouse passing by the streets. Then he got an idea, an awful idea. Spike got a wonderful, awful idea. Realizing owls' prey is mice he knew just what to do. He went to the costume shop and disguised himself with an evil black cape, top hat, and mustache. He then started laughing wickedly as he twists his fake mustache. In order for the plan to work he needed a mouse and knows the place to find at least a fake one. He hides behind a tree near Carousel Boutique waiting for Rarity to exit.

"Come along, Opal. Let's hurry up and get to Fluttershy's tea party." Rarity comes out with her cat Opal departing from the boutique plus getting Spike's chance to infiltrate it. He looks around the place for Opals toy mouse which took him a while but eventually found it sitting by Opal's water dish and picks it up with an evil grin.

"So lifelike. And when Zach and Twilight discovers it shredded up on her floor, she'll think mouse-eating Owlowiscious is to blame. And I'll be number one... again! Muhahaha!" Spike laughed and tip toed his way out back to the library. Back home he takes off the stitching of the mouse opening it up messed up the face a little and scattered cotton all over before slamming it to the ground. He heads to the kitchen and grabs a bottle of ketchup with a devious laugh. He comes back to the scene of the crime and starts pouring ketchup to the ground as blood for affect with an evil laugh getting some on his feet as well without knowing. He heads back to Twilight's room and grabs her pillow ripping it up and scattered feathers around the library laughing to himself thinking that nothing in his master plan can go wrong. But he unexpectedly bump into something behind him and looks to see Zach and Twilight staring down at him with disappointed glares with Owlowiscious along with them.

"May I ask what do you think you're doing?" Zach asked with a very disapproving look knowing what it looks like. Spike looks around blankly before getting rid of his villain attire returning to his innocent self.

"That poor little field mouse! Torn to pieces! It must have been Owlowiscious! You know, since owls eat, you know, mice. What a terrible, terrible bird! He must be punished! Right?" Spike asked with innocent eyes trying to slip out of the inevitable.

"Spike! I don't know what upsets me more. That you deliberately tried to set up Owlowiscious or that you actually thought this pathetic attempt would work! You've let your jealousy get the best of you, Spike. I am truly disappointed. This is NOT the Spike I know and love." Twilight said angrily which made Spike widened his eyes. As the three leave Owlowiscious twists his head backwards again and looks at Spike one last time before Twilight forces the door shut with her magic.

"She... She doesn't love me anymore." Spike cried with teary eyes. It was from this point on Spike assumed that Zach and Twilight don't have any further use of him and decided to pack up his things for departure leaving Ponyville forever. He manage to reach the Everfree Forest with his packed things on his back walking through the dark woods tiredly with his head drooped down shamefully.

"Zach and Twilight hate me. I'm cold, hungry, tired and lonely. Could it get any worse?" Spike asked himself just before lightning struck scaring the baby dragon and started pouring from the skies getting him wet.

"I guess that's a yes." Spike muttered. He started looking around for some shelter and fortunately found a cave where he decided to settle in. He checks to see if the cave is inhabited.

"Hello? Hello?" Spike called but got no response. As another lightning strikes the light shines in light and something sparkles in the cave catching Spike's attention as he squints and gets a closer look.

"What is that?" Spike asked. He approaches the object and as he gets close enough he discovers in his delight a mountain of jewels, diamonds, and gems around the cave.

"If this is what running away is all about, I never wanna go home! Gems! Mmm... Woohoo!" Spike cheered and dives in the mountains of gems chomping down every shining rock in his sight. He reaches to the point where his stomach is literally full as he pats on it satisfyingly producing a hiccup.

"[sigh] Even if my tummy's full, the rest of me is still empty. I miss Twilight and the pony gang. But she doesn't love me anymore. So, I'm better off here, all by myself." Spike said sadly sucking on a diamond like a lollipop. Suddenly it's started steaming making Spike sweat a little.

"Wow. Seems to be getting warmer. The steam is great for my complexion, but it's sure getting hot in here." Spike said. And out of fear and curiosity he had a feeling he knows what the source of the hot steam is and slowly looked back to see a sight he regreted seeing. A humongous fully grown green dragon stares down at the pint size baby dragon with angry eyes and with steam flowing out from his snout which made Spike tremble in fear.

"What are you doing in my cave? And why are you eating my gems?" the dragon asked angrily and Spike spat out the gem he was sucking on.

"Heyah bro! I didn't know this was your cave. And I didn't know these were your gems, but... we're cool, right?" Spike asked nervously as the dragon nears it's face against Spike growling in response.

"Whoa, whoa! Hey... We're like brothers, you know? I mean, you're a dragon, I'm a dragon... It's us against the world, right?" Spike asked but got a roar from the gigantic beast which sends him flying to the pile of precious rocks.

"You don't scare me! So you're big. Really big. And your claws are super sharp. Tail... extra spiky. But, uh... You don't scare me!" Spike declared boldly and shot out a small green flame from his mouth.

"Ha! How'd you like that?" Spike asked confidently. The dragon took a deep breath and produced a scorching hot stream of fire from his mouth above Spike making smoking ashes from his top spikes.

"Uh... I'd love to stay, but gotta go! See ya! Wouldn't wanna be ya!" Spike began running under the dragon just before it produced another fire breath at where Spike was. Spike hid behind a rock hoping to trick the beast but the dragon slams it's sharp spiky tail onto the rock revealing Spike. He began running again trying to escape the dragon as it nearly snaps it's jaws on to him. Unfortunately he got himself cornered trapped with nowhere else to go as the giant breaths fire out of it's nose with fury growling at the panicking cornered baby. As he was about to accept his fate Spike heard a familiar bird call and looks up to see a wonderful sight. It was Owlowiscious swooping down attacking the dragons face head on as it tried to catch him. It gave it's tail a couple swings at the owl but missed him each time and eventually got tricked into hitting his own head from his very own tail with one of the spikes stuck into his forehead shortly recovering from it and scanned the cave to find the small owl.

"Spike! Over here!" a familiar voice called out. Spike looks over to the entrance of the cave and sees another happy sight as he sees Zach with a saddle bag and Twilight waveing to get his attention urgently. As Owlowiscious distracts the dragon it gave Spike enough time to run out.

"Am I glad to see you!" Spike admitted as he runs for the exit.

"Hurry! Hop on!" Twilight urged which Spike did so and got on her back and the two ponies galloped away with Owlowicious close by and just evaded a large fire breath from the dragon. Spike looks back to see the beast not to far behind as well as it catches up with it's runaways with the three barely seeing in the dark woods.

"It's too dark! I can't see!" Twilight shouts desperately.

"Owlowicious, guide us!" Zach ordered. Owlowiscious began guiding the three out of the dangers that lie ahead but not from behind as the dragon gets even nearer to it's prey.

"He's getting too close! Keep going! I'm going to try and stop it!" Zach ordered as he summons his alicorn form and flies to the air.

"Zach! What are you doing?" Twilight shouted as she keeps running. Zach looks at the dragon with determined eyes as the dragon charges. He focuses his energy as hard as he can and releases it with his eyes glowing brightly at the dragon with another aurora glow behind him which made the dragon halt bringing his face just about ten yards away from the flying pony. Twilight, Spike, and Owlowiscious found their way out of the forest and looked up to see the surprising sight.

"Return to your cave! Don't ever let me catch you trying to hurt my friends again, or you will regret leaving your cave the second time!" Zach commanded in a booming voice. With his mind powers he was actually able to control it something he didn't think he would do to a more massive life form in a long time and made it obey his command as it leaves for it's home. Zach slowly descends back to the ground near the rest of the three returning to his normal form and panted heavily.

"Zach, that was incredible! How did you do that?" Twilight asked in excitement.

"I...[pant] I don't know. I guess I was focusing all of my strength to my mind control ability. To be honest I'm just as surprise as all of you. I didn't think I could pull that off." Zach admitted.

"Well, you did amazingly well, and I'm glad it's over. And Spike. We were so worried about you. I was so worried about you. Why did you run away?" Twilight asked in worry.

"I thought you didn't need me anymore. And that you didn't love me anymore." Spike admitted shamefully which surprised the two ponies.

"Spike. Sure, I was disappointed, but you are my number one assistant! And friend. And you always will be. It's just that sometimes I need some help at night. I can't ask you to stay up late. You're a baby dragon and you need your rest. Owls are nocturnal. So I asked Owlowiscious to help. But not to take your place. No one could ever replace you, Spike. Not even when you are being a jealous numbskull." Twilight said playfully noogying Spike's head.

"We're all going to make mistakes sometime in our life, Spike, no matter how big or small. You can't lie yourself out of it and expect to get away with it. But we also learn from them, to make sure they don't happen again, and some mistakes can be fixable. And if most of it is about that book incident, well this is one of that is fixable." Zach said as he pulls out from his saddle bag an exact copy of the same astronomy book Spike accidentally destroyed.

"Hey! You found another copy! Where did you get it?" Twilight asked surprisingly.

"It took me a while to find, but I managed to find a spare copy at Canterlot. Let's just hope that the same event doesn't happen again right?" Zach asked playfully with a wink.

"Thanks, Zach. And I'm sorry, Twilight. I've never should have been so jealous." Spike apologized and hugged the two happily.

"And I'm sorry too, Spike. I should have been more sensitive." Twilight apologized as well and Spike turns to Owlowiscious on a tree.

"And Owlowiscious... I know now that you weren't out to take my job. Forgive me?" Spike asked.

"Hoo?" Owlowiscious questioned.

"Me. Forgive me, Spike." Spike explained.

"Hoo!" Owlowiscious answered only to get Spike raising his claws and shook his head at the two ponies in confusion.

"[giggle] He forgives you, Spike." Twilight answered.

"Actually, that's exactly what he said. Good translation." Zach complimented playfully and got a proud smile from Twilight.

"Hey! How did you guys know where I was?" Spike asked curiously.

"It was your ketchup covered feet. Owlowiscious discovered your footprints and we followed them all the way to the cave." Twilight explained and Spike looks at his feet to see little remains of ketchup under it.

"Oh yeah, the ketchup. It looked pretty real though, didn't it?" Spike asked slyly only to get disapproving glares from the two and in return makes a nervous chuckle. They later returned to the library happy to be reunited.

"I know Princess Celestia will wanna read about what happened today." Twilight declared.

"I'm ready when you are." Spike affirmed and Twilight was ready to speak until an idea appeared in her head.

"Hey, Spike. Why don't you write to Princess Celestia? And tell her what you've learned?" Twilight offered.

"Really? Why, that's a big responsibility!" Spike pointed out excitingly.

"I know. But nothing my number one assistant can't handle." Twilight said.

"Dear Princess Celestia,

this is Spike, writing to you about my adventures. This week I've learned that being jealous and telling lies gets you nowhere in friendship. I also learned that there's plenty of love for every friend to share. So from here on out, I promise, that I, Spike, will-" Spike unexpectedly stopped and the two ponies heard snoring and sees Spike instantly fast asleep on the note. The two shook their heads with a smile from the sight.

"Oh, Spike." Twilight sighed.

"Hoo?" Owlowiscious asked in a question.

"Who? Spike! You kno... Oooooh... [giggle]" Twilight laughed catching up to the owls trick and the bird gave a wink at Zach.

"You and your clever speeches. And you only say one word." Zach laughed as well happy to see everybody got along just fine. He wonders what else lies in the corner.

On another glorious day in Ponyville where the sun was shining and everypony was out enjoying the weather Zach Lanson and Twilight Sparkle were at the library reading books and learning new spells to conquer. Just then their door knocks and they opened it to see Pinkie Pie.

"Oh! Hi, Pinkie Pie…" Twilight greeted.

"What brings you-" Zach was then cut off as Pinkie starts to sing another song with a party hat on her head and a clown nose.

"This is your singing telegram

I hope it finds you well

You're invited to a party

'Cause we think you're really swell!" Pinkie sang with Zach and Twilight staring blankly. She brings along her baby alligator pet Gummy who also is wearing a small party hat and happens to be his first birthday as he comes along with Pinkie to pass invitations while changing different attires at each place they go to. They come to Rarity's wearing black musician suits with top hats.

"Gummy's turning one year old

So help us celebrate

The cake will be delicious

The festivities first-rate!" Pinkie sang another verse to Rarity as she too gives a confused look. They move on to Applejack's where confetti and streamers flow to the ground from an exploding confetti machine Pinkie is wearing as Gummy catches a streamer.

"There will be games and dancing

Bob for apples, cut a rug

And when the party's over

We'll gather 'round for a group hug!" Pinkie sang as Applejack gives a blank expression too. Soon they borrow Zach and Twilight's hot air balloon in order to get up to Rainbow Dash's house in the sky with Gummy holding on to the balloon with his mouth.

"No need to bring a gift

Being there will be enough

Birthdays mean having fun with friends

Not getting lots of stuff!" Pinkie sang this time however she was getting really tired from singing with Dash staring confusingly as well. Their final destination is at Fluttershy's cottage where she wears a birthday cake suit and hat getting really fatigued with Gummy on her back.

"It won't be the same without you

So we hope that you say yes

So, please, oh please R.S.V.P

And come, and be our guest!" Pinkie finally finished and let herself fall to the ground in exhaustion with Fluttershy looking down in worry. The two managed to return to Sugarcube Corner where Pinkie slowly walks upstairs to her room weakly where the party is already set up their.

"Next time, I think I'll just pass out written invitations." Pinkie noted in a dry voice and let herself collapse to the ground with Gummy landing on top waiting for their guests to arrive to celebrate a party thrown by the one and only Pinkie Pie party thrower extraordinaire.

-Main music plays-

Soon the guests arrive and the party had just begun in Pinkie's room as Zach, Twilight, and Pinkie dance to the music playing while Applejack and Dash bobbed for apples and Fluttershy and Rarity talking about their latest activities. Applejack managed to catch an apple from the water filled bucket and eats it whole.

"Nice one! Now, let me show you how it's really done." Dash said as she prepares herself to bob for an apple.

"Hey, girls!" Pinkie greeted.

"Hey, Pinkie Pie!" Dash greeted back.

"Howdy!" Applejack joined.

"[squeal] Just wanted to tell you how happy I am that you can make it to Gummy's party." Pinkie said joyfully.

"Are you kiddin'? Ah wouldn't have missed it for the world." Applejack said.

"Me neither. When Pinkie Pie throws a party, I am there!" Dash declared and dived her head in the bucket and resurfaces with an apple in her teeth.

"Ta-da!" Dash muffled through the apple in her mouth.

"Aw! It's just a boring old apple. Don't worry, there are plenty of other surprises in there." Pinkie assured which made Dash spit out the apple at Applejack's face.

"What kind of surprises?" Dash asked excitingly.

"I can't tell you that, silly. Then it wouldn't be a surprise." Pinkie said playfully and the two look in the water with curiosity and dipped their heads into the water. Applejack managed to catch a green apple but it appears to be on a spring and pulls her back into the bucket. Dash comes out with Gummy nearly devouring her whole face which made Applejack chuckle from the sight and Dash sends Gummy away with an embarrassed look encompassing her. Rarity sips the remains of her punch and Pinkie comes over and kindly pours more in for her.

"This punch is simply divine. Is this the same recipe you used for your 'Spring Has Sprung' party?" Rarity asked.

"Nope! Something new." Pinkie answered. They look at the punch bowl and sees Gummy lying in it which made Rarity's eyes widened in realization on what it is and spat it at Pinkie's face without even flinching keeping a gleeful smile.

"It's Gummy's favorite." Pinkie said. Rarity looked at Zach and Twilight nearby with a worried look and Zach patted his cheek with his hoof signaling to hold it in. Hesitantly Rarity gulped nervously and started sipping the punch holding it in her cheeks just as new music starts playing.

"Ooh, this is my jam!" Pinkie stated before rushing to dance to the beat as Rarity comes to a nearby plant and spits out the tainted punch. Pinkie joins Zach, Twilight, and Fluttershy as they dance to the catchy music.

"Having fun?" Pinkie asked.

"A blast!" Twilight answered.

"Absolutely!" Zach agreed.

"You always throw the best parties, Pinkie Pie." Fluttershy joined.

"They're always the best parties 'cause my best friends are always there!" Pinkie declared happily. As they dance Pinkie accidentally bumps Zach, Twilight and Fluttershy sending them flying to the walls. Zach manged to absorb Twilight's impact saving her from some pain stuck in the wall in a star shape. Fluttershy managed to get herself out dizzingly but managed to maintain her composure.

"C'mon, everypony! Gummy wants to dance! Go, Gummy! It's your birthday! Go, Gummy! It's your birthday!" Pinkie cheered as the group gathered around Gummy as he just waggles his tail to the beat while the others continue to dance and have fun. Later that night the gang got to the point of finishing up the night and head for their homes with Pinkie watching from the window of her room.

"Hooie! Ah am beat! I haven't danced that much since... Well, since your last party. Thanks again for the invite!" Applejack thanked as she leaves.

"See ya later, birthday alligator!" Dash said leaving as well with Fluttershy and Rarity by her sides.

"Bravo for hosting yet another delightful soirée." Rarity complimented.

"It's been lovely." Fluttershy added.

"You sure you don't wanna stay? There's still some cake left." Pinkie offered to Zach and Twilight.

"Uh, I think we're gonna pass." Twilight declined.

"Yeah, we're pretty tired from all the awesome dancing." Zach said.

"Great party though. We should do this again soon." Twilight added and the two leave giving Pinkie an idea from the last statement.

"[gasp] We should do this again soon!" Pinkie agreed excitingly. The next morning the sun rises with birds chirping from the awakening of dawn. Zach was up early and was on his way to Sweet Apple Acres to... prepare for something.

"Okay, I better get head to AJ's to get ready early. I can't believe we're actually doing-" Zach was caught off guard by a shear surprise.

"It's soon!" Pinkie announced in front of Zach with a basket hat on her head with invitations in it startling him and made him jump with a shout.

"Oh. Morning Pinkie, and... what?" Zach asked confusingly.

"It's soon! After hearing Twilight mentioning about having another party soon, I thought of throwing another party at the time and right now, it's soon." Pinkie said offering a invitation to Zach and he opens it with his unicorn magic.

"'You're invited to 'Gummy's After-Birthday' party. This afternoon at 3 o'clock?'" Zach read which made him widened his eyes at the last part.

"Is it exciting? I'm going to be inviting everypony again and we'll have much more fun than the last!" Pinkie declared.

"Uh, this afternoon? As in this afternoon this afternoon?" Zach asked nervously.

"Yes siree!"

"Umm, I would love to, really, but I... uh... have to work on my spells and techniques. Yeah, that's it. Got to work on them to get stronger, right?"

"Oh, I see. That's alright, no worries! Having the rest of the pony gang is still party occupation!" Pinkie said as she hops her way to the library. Zach sighs in relief as she's out of sight and resumes his trip to Sweet Apple Acres. Soon at the library Twilight remained asleep in her bed until she heard knocking on the door. She wakes up tiredly with her hair mussed and walks to the door. She opens it to see Pinkie.

"Oh! Hi, Pinki-" Twilight greeted.

"It's soon!" Pinkie declared scaring Twilight making her hair stick up in shear surprise.

"Pardon me?"

"You said we should have another party soon, and... it's soon! Here's your invitation!"

"'You're invited to 'Gummy's After-Birthday' party. This afternoon at 3 o'clock?'"

"All our bestest friends are invited, and there's gonna be dancing, and games, and cake, and ice-cream, and punch!"

"This afternoon? As in, this afternoon this afternoon?"

"Yes, indeedy!"

"Oh, gosh. I wish I could make it, but I've gotten a bit behind in my studies. I've really gotta hit the books." Twilight said using her magic and making a huge pile of books behind her.

"I understand. Your studies come first. But don't worry, we'll be sure to save you some cake." Pinkie said while departing.

"Please do."

"Oh! And Twilight, you shouldn't hit the books. You should really just read them."

"I'll keep that in mind." Twilight said with a smile. At Sweet Apple Acres Applejack starts pulling three connected carts full of apples she harvested and was taking them to the barn until Pinkie's head pops out of the haystack near the entrance.

"Huh? Oh, hi, Pinkie Pie! What brings you 'round these parts?" Applejack asked.

"Who's ready to shake their hoof-thang?!" Pinkie asked shaking her flank to emphasize as Applejack takes an invitation from Pinkie's basket hat.

"It's an invitation to 'Gummy's After-Birthday' party this afternoon. There's gonna be dancing, and games, and cake, and ice-cream, and punch!"

"This afternoon? A-as in, this afternoon this afternoon?"

"That's funny. That's just what Zach and Twilight said, and the answer is, Yes! It's this afternoon!"

"Uh, well, ah... ah... uh... ah don't think I can make it 'cause... uh... ah have to... uh... uh, you know what? Ah... uh... pick apples! Yep, apples! 'Cause that's what we do! With the... apples. We, uh... pick 'em!" Applejack stuttered as she tried to come up with an excuse with a nervous smile. Pinkie starts staring at Applejack suspiciously knowing that this is the element of honesty she's talking to and she rarely makes a lie. Applejack chuckled nervously and gulped as Pinkie intensifies her stare.

"Okey dokey lokey! A party is still a party, even if there are only three guests." Pinkie said changing her expression to a gleeful one and trots off with Applejack sighing in relief.

"Is she gone?" Zach whispered appearing from the barn.

"Yeah."

"[sigh] Good. That was a close one. Okay, we have to hurry this up faster than anticipated. Who knows how well the others will be handling it?" Zach urged as they worked on something inside the barn. At Carousel Boutique Spike helps Rarity take the dirty trash out grunting as he slides it out to the streets but getting him smelly and dirty in the process.

"Anything else I can do for you, most beautiful one?" Spike asked dreamily. Rarity sniffs Spike and pulls away from the foul smell with a whimper.

"Hmm... perhaps you could take a bath. How do I put this delicately? You smell like a rotten apple core that's been wrapped in moldy hay, and dipped in dragon perspiration." Rarity stated and despite the comment Spike sighed dreamily and floats in the air with a dreamy smile. Rarity pushes the floating dragon away sending him back to the library. Pinkie then appears next to Rarity watching Spike go and Rarity notices Pinkie with her basket hat.

"Ooh! Love the new hat. Very modern. What's the occasion?" Rarity asked.

"Gummy's after-birthday party is this afternoon. I'm delivering the invitations." Pinkie answered.

"The party is this afternoon? As in, this afternoon this afternoon?"

"Oh... do they?"

"I know it's short notice, but we had such a great time at his birthday party, I thought we could have even more fun at his after-birthday party."

"And I'm sure that we would, but I'm going to have to decline. I have to... wash my hair!"

"Don't be silly, your hair doesn't look dirty."

"It doesn't?"

"Nope!" Pinkie assured. This made Rarity take things into drastic measures and rushes to the trash can. She hesitated for a moment until regrettably dunked her head into the filthy pile of garbage.

"See? [belch] Dirty! I have to go!" Rarity quickly ran into the boutique and slams the door leaving Pinkie confused.

"Huh... No Zach, No Twilight, no Applejack, no Rarity. Oh well, a party is still a party even with only two guests." Pinkie said happily. She moves on to Fluttershy's cottage where both Fluttershy and Dash are at and received the party invites.

"This afternoon?" Dash asked.

"As in-?" Fluttershy was about to ask the same question.

"Yes! As in, this afternoon this afternoon!" Pinkie finished knowing what she was going to say.

"Oh, man! We'd love to, but... we're... house-sitting this afternoon." Dash excused nervously.

"[sigh] Both of you?" Pinkie asked sadly.

"It's... uh... a big house." Fluttershy explained as Dash writes a fake watch on her hoof with a pencil.

"Uh, look at the time! We'd really better get going." Dash said as she and Fluttershy were about to fly away.

"Wait! Maybe I could bring you some after-birthday cake and ice-cream. Who're you house-sitting for?" Pinkie asked.

"Harry." Dash answered.

"Harry?" Pinkie asked.

"Yeah, I don't think you know him."

"That's strange. I know just about everypony around here."

"He's... a bear." Fluttershy added.

"A bear?" Pinkie asked with Fluttershy giving a wink at Dash.

"Yup! He's a bear all right, and he'll be pretty upset if we don't get over to his house soon." Dash said just as the two pegasi were about to leave again.

"Wait! There's a bear around here who lives in a house?" Pinkie asked curiously.

"It's, uh, really more of a cave." Fluttershy explained nervously.

"But he's fixed up the place so much it feels like a house." Dash said.

"And, uh, he wants us to look after his house... uh, cave... while he's, uh..."

"A-at the beach!"

"He's vacationing at the beach?" Pinkie asked confusingly.

"Yup! He loves to..." Fluttershy tried to think of something along with Dash.

"Collect sea shells! ...Play beach volleyball! ...Collect volleyballs!" Fluttershy said with Dash saying the complete opposite.

"Play beach volleyball! ...Collect sea shells! ...Play sea shells!" Dash said with Fluttershy also stating the opposite of what she said and the two flew still with nervous looks on them.

"Gotta go!" Dash said and with that she and Fluttershy flew off leaving Pinkie dazed and confused about her friends. She returns to her home lying on the ground while thinking over the suspicious acts from her friends as Gummy plays with a ball of yarn.

"Something strange is definitely going on around here, Gummy. Sure Rainbow Dash and Fluttershy had to house-sit for that vacationing bear, but what are the chances all my other friends would have plans this afternoon too? Rarity has to wash her hair? Zach has to practice his spells? Applejack has to pick apples? Twilight is behind on her studies, and has to hit the books? The more I think about it, the more those are starting to sound like... [gasp] excuses!" Pinkie declared shockingly while resting by her window. At that moment she noticed something rather peculiar and hid half of her head under the window but kept eye sight on what she's witnessing. It was Twilight tip toeing her way to the bakery looking around her to make sure no one is watching her and Pinkie sees her enter.

"That doesn't look like studying... or hitting!" Pinkie said making a suspecting look on the situation. Meanwhile downstairs Twilight hits the desk bell and Mrs. Cake comes in from the kitchen.

"Ooh! You must be here for-" Mrs. Cake was about to assume something until Twilight stopped her.

"Shh! Is Pinkie Pie around?" Twilight whispered.

"Oh, I don't think so." Mrs. Cake said.

"Good. I don't wanna her to know anything about this." Twilight said just the moment an empty tin can with a string attached to it lowered between the two without noticing.

"Yes, of course. I'll be right back." Mrs. Cake said as she heads back to the kitchen with Pinkie listening from above.

"But... we're friends. What wouldn't Twilight want me to know anything about? [gasp] She's coming back." Pinkie said to herself hearing Mrs. Cakes steps.

"There you go." Mrs. Cake said giving Twilight something.

"Thanks, and remember, not a word to Pinkie Pie. Hey! What's with the tin can?" Twilight notices the can and started yanking it pulling Pinkie down. Pinkie pulled back with more force thus snapping her can and sends the one below to Twilight's snout with a yelp. The can was stuck on Twilight's snout and mouth and was able to push it back with the parts keeping the shape of the can. After readjusting herself she continued tip toeing secretly through the streets of town with a box on her back making sure Pinkie isn't in sight. Little did she know though Pinkie was following not too far behind with Gummy determined to find out what she's hiding along with the others.

"Time to get to the bottom of things!" Pinkie said and put on a glasses mustache nose disguise and follows cautiously. At one point Twilight looked back just the moment Pinkie hid behind a market stand hoping Twilight didn't see her. Gummy accidentally fell off of Pinkie landing in eye sight but Pinkie managed to pull Gummy back before Twilight resumed sneaking to wherever she's going.

"[gasp] I think our cover's been blown! We'll need a new disguise." Pinkie whispered. Twilight sneaks her way to Carousel Boutique and rings the door bell with Rarity coming out suspiciously looking around to make sure no one's watching.

"She didn't see you at the sweet shop, did she?" Rarity whispered.

"I don't think so." Twilight whispered back.

"Oh, good. I'd hate for her to ruin everything."

"Me too." Twilight agreed. She slid the box off near Rarity and walked off. Rarity stepped in front of the box and secretly tip toed to town with it in her curly tail. Pinkie hid in a haystack and managed to get some eye sight after hearing the conversation. Gummy pops out on top of her and sneezed from the hay. Soon Rarity arrives at an alley way where Fluttershy has been waiting and winked at her with Pinkie not too far behind wearing a coat and hat on the haystack.

"Have you seen her?" Rarity whispered.

"Not since this morning." Fluttershy replied quietly.

"Me neither. Can you believe she was planning on throwing an after-birthday party today?"

"I'm just glad I was able to come up with an excuse for why I couldn't be there."

"Me too! This is obviously going to be so much better." Rarity stated. Hearing this just wants to make Pinkie cry.

"As long as we keep her from finding out about it, it will." Fluttershy reminded with Rarity nodding in agreement. Rarity sets the box down and was about to leave.

"See you later!" Rarity whispered and left with Fluttershy taking the box and approached Pinkie's direction. Pinkie noticed this and tried to hop away in the hay but crashed into a wall and was tumbling back bumping into Fluttershy. After regaining her composure she gasps to the haystack wearing a coat and hat with eyes. This made her scream and took off with the box.

"I thought everypony loved my parties." Pinkie said glumly.

"Hi, Pinkie Pie! ...Uh-oh!" Dash walks by and realizes it was Pinkie under the hay and flew off in a hurry.

"Rainbow Dash! Wait!" Pinkie called out trying to catch up while hopping in the hay. Dash flies a couple corners to try and lose her and slows down thinking she did with a sigh of relief.

"Where're you going?!" Pinkie pops out of a barrel angrily and Dash shouts from the surprise before flying away again. She flies her way to the school bell hiding under it. Somehow however Pinkie was already waiting for her as the clapper.

"What's the real reason you didn't want to come to Gummy's party?!" Pinkie demanded an answer startling Dash again. She zooms out and tries heading for the tallest sight at the mountains. She struggles to climb on the cliff until a pink hoof was offered to her and accepts it only to find Pinkie was again a step ahead of her and glares at her furiously. She notices the saddle bags strapped around her.

"WHAT'S IN THOSE BAGS?!" Pinkie screamed. Dash flies off again with Pinkie following. At Sweet Apple Acres Applejack was about to head into the barn until she notices rainbow and pink streaks approaching from the distance.

"Applejack! We have a problem!" Dash said flying to the barn with Pinkie somehow managing to keep up with the speeding pegasus. Applejack gasped and quickly shut the barn doors just as Dash entered. Pinkie stops at the door and starts banging her head on the door.

"I know you're IN THERE!" Pinkie shouted in pure anger as Applejack opens the door.

"Oh! Howdy, pardn'r!" Applejack greeted trying to keep a straight face.

"Mind if I... take a look inside the barn?" Pinkie asked still expressing how enraged she is.

"No! Uh, I mean, yes, I mean... you can't come in here!"

"Rainbow Dash just went in there."

"Oh, well, she was just bringin' in some... supplies! Yup, supplies for the... renovation! Fixin' up the whole thing, top to bottom... uh, lots of construction goin' on in there right now."

"You heard her! Construction!" Dash whispered just loud enough for Pinkie to hear as they do construction noises while Applejack tries to hold an uneasy smile to an angry Pinkie. She knew she was being lied to and tried to get a good view on what they're really doing in there but Applejack blocks her view. She tried seeing from the top by extending her neck but Applejack repeated the action. Pinkie then tried forcing her head in against Applejack's nose with Applejack trying to push back in a battle to see what's in the barn. In one last attempt of desperation Applejack had no choice but to slam the door right on Pinkie's neck preventing her from entering any further. Pinkie pulls herself out of the door dizzyingly.

"Yup! Construction! That's my story, and I'm stickin' to it. [nervous laugh]" Applejack laughed uneasily with Pinkie raising her eyebrows as Applejack gives out another gulp. Pinkie intensifies her look which made Applejack hold her smile by just a thread. After moments of intense staring Pinkie decided to let it go for now.

"Okey... dokey... lokey." Pinkie said slowly before walking away as Applejack sighs in relief. Pinkie suddenly comes back with her nose against Applejack's again before leaving again with a watching eye on her. Again Applejack sighed along with the rest of the gang inside. Back at Ponyville Pinkie paces back and forth with Gummy watching blankly.

"Secrets and lies! It's all secrets and lies with those ponies! They're up to something, Gummy! Something they don't want me to know about! Well, I'm gonna know about it! I'm gonna know about it big time! And I know just who's gonna tell me all about it. Tell me all about it BIG TIME!" Pinkie declared determinedly. She was talking about Spike who thinks he is in the whole part as well. She shows him a whole plate of gems at her house which made Spike widened his eyes in delight.

"Wow! Nice spread!" Spike said.

"It's all yours, Spike." Pinkie said just before she brings a spotlight over and pulls Spike's tail to Gummy and bites on it holding Spike into place on the chair as the lights turned off and the spotlight turning on Spike's face in an uncomfortable bright beam.

"All you have to do is talk." Pinkie instructed in an interrogating look.

"That's it? Oh, you got it. Okay... uh, beautiful weather we're having, eh? I love sunny spring day, don't you? The birds chirpin' and the flowers bloomin'."

"No, no, no. Talk about our friends."

"Oh? Okay. Let's see, there's Twilight Sparkle. She's a unicorn. Good with magic. A real brainiac. And then you got Rarity. Total knock-out. Zach and Twilight seem to think I don't even have a chance with her, but... eh, what do they know? Let's see. There's... there's Fluttershy, a Pegasus who's afraid of heights. Heh, what's up with that?"

"Grr! No! You're not understanding me! I want you to confess!" Pinkie explained frustratedly.

"Confess?" Spike asked confusingly.

"Confess!"

"I'm the one who spilled juice all over Twilight's copy of 'Magical Mysteries and Practical Potions'!"

"And?"

"And I'm the one who used up all the hot water in Ponyville yesterday when I took a seven-hour bubble bath!"

"Aaand?"

"And sometimes... when no one's around... I do this: Lookin' good, Spike! Lookin' real good!" Spike said to himself after grabbing a mirror and posing himself in front of it making Pinkie blink a couple times but shook her head.

"No! No! No! NO!" Pinkie shouts angrily pushing the mirror away.

"W-What you wanna hear? Tell me what you want me to say, and I'll say it!" Spike said.

"Tell me that my friends are all lying to me and avoiding me because they don't like my parties, and they DON'T WANT TO BE MY FRIENDS ANYMORE!" Pinkie screams in absolute rage frightening Spike a bit as she pants in uncontrollable anger.

"Your friends are all lying to you and avoiding you 'cause they don't like your parties and they don't want to be your friends anymore!" Spike repeated Pinkie's words as she wanted to hear.

"Ah-ha! I knew it!" Pinkie said in triumph. But after realizing what she wanted to hear her suddenly deflates into her original long style mane and darker gloomier pink from so long ago and turned into a depressed look.

"Oh no, my friends don't like my parties and they don't want to be my friends anymore." Pinkie repeated her own words in complete sadness.

"Uh... so..." Spike wanted to know if he can have the plate of gems now and Pinkie slides the plate over to him and Spike starts munching on the jewels happily while Pinkie sighs in sadness. Later after Spike finished eating his treat and leaving Pinkie alone she calls over her other friends.

"Thank you all so much for coming! It means so much to Gummy." Pinkie thanked with a smile. She apparently is talking to a bucket of turnips, a lint of dust, a pile of rocks, and a bag of flour sitting on chairs in front of a table with cake and Gummy sitting in the front all wearing party hats.

"Could I have some more punch?" Pinkie comes over the bucket of turnips with a deep voice making some psycho looking eyes.

"Well, of course you can have some more punch, Mr. Turnip." Pinkie said in her normal happy like voice and gave the bucket a cup of punch. She twitched and moved to the pile of rocks.

"This is one great party! You really outdone yourself!" Pinkie said in a deep New York like accent.

"Why, thank you, Rocky." Pinkie thanked and moved to the lint of dust.

"I'm having a delightful time as well." Pinkie stated for the lint in a suave like voice.

"I'm so glad Sir Lintsalot." Pinkie said and twitched again and moved behind the bag of flour moving it like it's alive as well.

"Might I trouble you for anozer slice of cake?" Pinkie asked in a high pitched voice in a French like voice.

"Anything for you, Madame Le Flour." Pinkie assured a slid over a slice of cake to the flour.

"I'm just glad none of them ponies showed up." Pinkie mimicked the pile of rocks from under the table.

"Oh, they're not so bad." Pinkie assured but her eyes suddenly started going in opposite directions looking she's about to go insane and in that split second she starts imagining her fake friends to life.

"Not so bad? Please! They're a buncha losers!" Rocky stated bitterly.

"Oh, c'mon now. 'Losers' might be a little strong, don'cha think?" Pinkie asked.

"After the way they treated you? I say 'losers' isn't strong enough." Sir Lintsalot said.

"Well, it was pretty rude..." Pinkie agreed.

"Pretty rude? It was downright deespicable!" Madame Le Flour exclaimed slapping the flappy corner on the table.

"It was, wasn't it?" Pinkie asked in anger.

"If I were you, I wouldn't speak to them ever again." Mr. Turnip advised.

"You know what? I'm not gonna speak to them ever again. And I'm not gonna invite them to another party as long as I live! They don't deserve to be invited to my parties. Not after the way they've been acting." Pinkie announced and her imaginary characters started cheering in support. But in reality she was acting for them the whole time thinking they were real. Just then there was knocking at her door.

"Who could that be?" Pinkie wondered. She sees through her heart shaped door hole and to her disappointment sees Zach and Dash with smiles on them and opened the door.

"Hey there, Pinkie Pie! Sorry I was in such a rush earlier. Had some place to be and couldn't slow down and say, 'Hello'. You know how it goes." Dash said.

"I know how it goes, all right!" Pinkie said through her angered gritting teeth.

"Yeah... so, why don't you come with us over to Sweet Apple Acres?" Dash asked.

"No thanks. I'm spending time with my real friends. Isn't that right, Madame Le Flour?" Pinkie asked.

"Oui! Zat iz correct, madame." Pinkie answered as the bag of flour.

"Uh... Pinkie Pie?" Dash asked in concerned worry.

"Are... you..." Zach couldn't finish the question after seeing the disturbing sight.

"Another slice of cake, Sir Lintsalot?" Pinkie asked.

"I'd love one." Pinkie answered as the lint of dust while Gummy bounces on a baloon near Zach and Dash startling the two a bit.

"Aaallrighty. What do you say we get out of Creepytown and head over to Applejack's-" Dash walked over to help Pinkie but pushes the bucket of turnips in their path.

"She's not going anywhere." Pinkie said as the bucket of turnips.

"I most certainly am not. I'm having a wonderful time right here." Pinkie said and went under the table.

"You should really just come with us." Dash said.

"We have something to show you at-" Zach was about to explain but Pinkie doesn't want to hear it as she scoots the pile of rocks in front of the two.

"You heard the lady! She ain't goin' nowheres, chump!" Pinkie insulted as the pile of rocks.

"Who you calling a chump, chump?!" Dash countered the rocks pushing the pile of rocks down forgetting the fact they're not alive.

"[snicker] You do realize you were talking to a rock, right?" Zach chuckled.

"Ugh... That's it. Party's over. Come on, Pinkie Pie!" Dash ordered flying behind Pinkie with her getting out from under the table.

"No!" Pinkie rejected childishly.

"Pinkie Pie, let's go!" Dash urged irritatedly.

"You're acting like a child!" Zach joined also getting annoyed.

"I said, NO!" Pinkie rejected again like a spoiled brat. Dash took matters into her own hooves and tried to force her out from behind.

"You... [grunts] have to... come with... us!" Dash urged trying to push the counterattacking Pinkie.

"No... I... DON'T!" Pinkie again declines pushing Dash out of balance and sits right on Dash's head. She struggles to get out from under and Zach comes over pulling Dash from the tail and eventually got her free sending both ponies to the table getting slices of cake on their heads.

"Oh, you wanna do this the hard way?! We'll do this the hard way!" Zach and Dash said angrily in unison. Zach used his magic to levitate a revolting Pinkie along with Gummy trying to shake herself out of the spell but gave up after seeing they arrived at the barn in Sweet Apple Acres.

"We're here!" Dash shouted.

"Don't ask how!" Zach added and they opened the doors with Pinkie still keeping a mad expression.

"Surprise!" the rest of the group shouted excitedly in unison. Pinkie couldn't believe what she was seeing with an angry look as Zach and Dash push her in with her hooves skidding the ground. As they push her near the group waiting to hear a response she gives the group a very displeased face.

"I really thought she'd be more excited." Fluttershy admitted.

"Excited? EXCITED? Why would I be excited to attend my own farewell party?!" Pinkie shouts in anger scaring the others.

"What are you talking about?" Zach asked concernedly.

"Farewell party?" Twilight asked confusingly.

"Yes! You don't like me anymore, so you decided to kick me out of the group and throw a great, big party to celebrate! A 'Farewell to Pinkie Pie' party!" Pinkie said sitting on the ground sadly.

"Why in the world would you think we didn't like you anymore, sugarcube?" Applejack asked calmly.

"Why? Why? WHY? Because you've been lying to me and avoiding me all day, that's why!" Pinkie explained in anger.

"Um... yeah, but we're not throwing this party for that ridiculous reason." Zach assured soothingly.

"Yeah! Because we wanted your party to be a surprise." Dash added slyly.

"We've been planning this party for such a long time. We had to make excuses for why we couldn't attend Gummy's party, so that we could get everything ready for yours." Rarity explained playing with a yellow balloon as she goes.

"If this is a farewell party, why does the cake I picked up from Sugarcube Corner say, 'Happy Birthday, Pinkie Pie'?" Twilight asked. After hearing these Pinkie looked around the room carefully trying to put the puzzle together. The presents, the balloons, birthday banners, and the cake with her smiling face on it including the writing Twilight said. Just there she finally understood what's going on and she suddenly returned to her bright, bouncy hair, smiling self with an inflating sound.

"Because it's my birthday! Ooh, how could I have forgot my own birthday?" Pinkie asked in disbelief pulling the others in to a group hug. They all made one final sigh of relief and Pinkie drops the group to the ground.

"And you like me so much you decided to throw me a surprise party!" Pinkie said in bouncing excitement.

"That's what we've been trying to tell you, darling." Rarity reminded with a smile.

"You guys are the best friends ever! ...How could I have ever doubted you?" Pinkie asked lowering her head in guilt.

"It's okay, Pinkie Pie. It could have happened to any of us." Twilight assured with the others joining in agreement.

"I'm just glad I haven't been replaced by a bucket of turnips." Dash said as Pinkie gave out an embarrassed smile.

"Or a pile of rocks." Zach added.

"Huh?!" Twilight asked in confusion looking at the embarrassed Pinkie.

"You don't wanna know." Dash assured.

"Trust us." Zach joined.

"All right, ya'll! Enough of this gab. Let's party!" Applejack announced turning on the record player and the gang started dancing and having fun. They all played monkey in the middle with Gummy, eat cake, and soon Spike joins to also dance to the music. This also gave Twilight the opportunity to write down another valuable lesson.

"Dear Princess Celestia,

I am writing to you from the most delightful party. I'm not only having a great time with my friends, but also was given the opportunity to learn a valuable lesson about friendship. Always expect the best from your friends, and never assume the worst. Rest assured that a good friend always has your best interests at heart." Twilight wrote.

"And sometimes you shouldn't assume what you think and see is what it is. True, there are times your friends may act suspicious, but at those times, they could be a blessing in disguise waiting to be revealed to you. Just like a surprise present just for you.

Your faithful students, Zachary Lanson and Twilight Sparkle." Zach finished. The group started lining up in train like march with Pinkie in the lead, then Zach, Twilight, Rarity, Fluttershy, Applejack, and Dash.

"You all wouldn't mind if we celebrated Gummy's after-birthday party too, would you? His party was cut short, and he's pretty upset about it." Pinkie asked and the group all agreed happily. Gummy however was enjoying himself while biting on a balloon but without his teeth he's not able to pop it. Through the whole day the pony gang enjoyed the birthday party and couldn't be any happier for another successful celebration. However they're going to celebrate another celebration very soon... in Canterlot.

[Only one episode left. I can't believe how time flies. I'll put up the final update on New Years Day, to not only end one story but to begin a new one in a new year. Until then, Merry Christmas to all, and to all a good night.]

"Ahh! I... can't... believe... the Grand... Galloping... Gala... is... tonight!" Pinkie Pie cheers excitedly as she jumps up and down on a trampoline while Twilight focuses on a spell book.

"Pinkie! Please stop shouting, I'm trying to concentrate." Twilight Sparkle ordered. Rarity comes out from her boutique and sees the commotion.

"Pinkie Pie! Stop that right now. It's time to prepare for the Gala and I refuse to let you put on your new dress when you're all sweaty." Rarity ordered and Pinkie halted her jumping seeing her point and hops off the trampoline near Spike watching Twilight carefully.

"What's Twilight doing?" Pinkie whispered.

"She's got an awesome magic spell she's been working on for the Gala." Spike explained.

"Where are the others? It's getting late." Rarity asked impatiently.

"Hold your horses, girl. We're here." Applejack announced with Rainbow Dash and Fluttershy along with her.

"What about Zach?

"Here. Sorry for the wait." Zach Lanson also arrives.

"What took you?" Twilight asked.

"Oh, just finishing up a project of mine, nothing too important. Now, you ready?" Zach asked confidently.

"Perfect! I'm ready." Twilight confirmed closing her magic book.

"For what?" Dash asked excitingly.

"You'll see." Zach assured slyly.

"All right, Spike." Twilight said and Spike comes over with an apple and places it near her.

"An apple! Are we having pie?" Pinkie asked.

"Shh! Watch!" Spike said and Twilight focused her magic on the apple and just in seconds the fruit instantly becomes two times bigger and is now a carriage with a door, window's, and wheels instantly on it. The rest of the gang were impressed on the spell while complimenting Twilight.

"Thanks. But that's just the start. Next part goes to Zach. Fluttershy, did you bring your friends?" Twilight asked.

"Yes. Will they be safe, Zach?" Fluttershy asked worriedly letting four mice down to the ground from her hair.

"You have my word." Zach promised. He then focused his unicorn magic onto the mice and with a puff of smoke the four mice became full grown horse... almost. They have the body structure and anatomy of a horse but their faces still resemble mice.

"Ta-da!" Zach shouted sheepishly knowing the problem with the others giving unsure compliments.

"Look, I know it's not perfect and I too see the issues, but it was the best I can do. And don't worry, they'll be mice again by midnight." Zach assured. However without noticing Opal was hiding behind the bush and quickly noticed the four humongous horse mice and let her appetite get the best of her and leaped for them.

"Opalescence, no!" Fluttershy shouted but it was too late as Opal clawed onto one of the horse mice and scared them sending Opal off and galloping away.

"Wait! Come back! Those horses were supposed to pull our carriage. How will we get to the Gala?" Twilight asked worriedly.

"What ever shall we do?" Rarity asked in sarcastic drama and put on an unamused look. Nearby there was a group of stallions talking to each other and Rarity had the perfect plan.

"Uh... ahem. Excuse me. Uh, would you boys mind pulling our carriage to the Gala?" Rarity asked fluttering her eyes for affect as the two stallions grin nervously at the pretty unicorn. They return pulling the apple carriage showing Rarity's succeeded plan.

"Oh. Yeah. Right." Twilight said sheepishly and the group went to the boutique to groom themselves and get ready for the best night ever.

-Main music plays-

At the grooming section of the boutique the girls get their hair heated while Pinkie turns on a big blow drier and sends her flying. Spike knocks on the door waiting to be let in.

"Come on, you guys. Let me in!" Spike said impatiently.

"Sure thing, Spike." Dash said with a towel wrapped around her head and approaches the door to open it.

"Heavens no! We're getting dressed." Rarity said blocking the door.

"Dressed? Uh, beg pardon, Rarity, but, uh... we don't normally wear clothes." Applejack pointed out and Rarity groaned and opened the door.

"I'm sorry, Spike. Some of us do have standards." Rarity said.

"I still can't believe we're gonna be at Canterlot tonight. Our home town, Twilight! And the best part is that we all get to hang out together all night long!" Spike declared excitingly.

"Uh... I-I don't know, Spike." Dash said uneasily.

"We'll just have to see." Rarity said after putting on one of her eyelashes.

"We're gonna be a mite busy." Applejack said after scrubbing Fluttershy's hoof and spat on it with Fluttershy looking at it in disgust.

"Busy having fun!" Pinkie said happily after heating hair straight but suddenly went back to her bouncy style.

"Oh. Okay." Spike said disappointedly with his head resting on his claws.

"Don't worry, Spike. We'll all get to spend some time together." Twilight assured while putting makeup on.

"Great!" Spike exclaimed happily. Later that evening he too gets dressed in a black tuxedo and a red bow tie driving the carriage with Zach who is also wearing his attire and the two stallions pulling.

"Cause I planned out my insider's tour of Canterlot. I've gotta show Rarity the crown jewels. And Applejack the Princess's golden apple tree. And Pinkie, we gotta go to my favorite doughnut shop." Spike said to himself and looks at the window as the mares talk to each other on how well the gala is going to be.

"Then let's get moving! Hyah!" Spike shouts whipping the three stallions.

"Excuse me!?" one of the colts comes up with an angry look.

"Um... I..." Spike stuttered nervously.

"If you weren't friends with our neighbor Rarity... Huh." the second colt huffed shaking his hoof at Spike.

"That's enough! I didn't like it either, but we are in a hurry and we're wasting time by standing here so come on." Zach urged and the two colts see his point and they continued their way to Canterlot as Spike wiped his forehead in relief. In the distant mountains Canterlot glows from the setting sun and party lights as the waterfalls glistened next to it. Soon they finally arrived with other carriages pulling their esteemed guests with the yards filled with life. Spike hops off the driver seat and opens the door bowing to the mares along with Zach joining after getting himself out of the harness. As the girls walk out of the carriage the two look at them and couldn't help but marvel on how magnificent they look.

"Wow! You all look... amazing!" Spike complimented.

"No question about it!" Zach agreed.

"I can't believe we're finally here. With all that we've imagined, the reality of this night is sure to make this... The Best Night Ever!" Twilight announced as the fireworks set off and started singing and imagining their main dreams of the event.

---

[Twilight Sparkle]

At the Gala.

---

[Choir]

At the Gala.

---

[Fluttershy]

At the Gala. In the garden.

I'm going to see them all.

All the creatures. I'll befriend them at the Gala.

---

[Choir]

At the Gala.

---

[Fluttershy]

All the birdies. And the critters.

They will love me big and small.

We'll become good friends forever.

Right here at the Gala.

---

[Choir]

All our dreams will come true. Right here at the Gala. At the Gala.

---

[Applejack]

At the Gala. (It's amazing.) I will sell them. (Better hurry.)

All my appletastic treats (yummy. Yummy.)

Hungry ponies. (They'll be snacking.) They will buy them. (Bring your money.)

Caramel apples. Apple sweets. (Gimme some.)

And I'll earn a lot of money for the Apple family.

---

[Choir]

All our dreams and our hopes from now until hereafter.

All that we've been wishing for will happen at the Gala. At the Gala.

---

[Zach Lanson]

At the Gala. It is our time.

I will dance with my true love.

---

[Choir]

At the Gala.

---

[Zach Lanson]

What a moment. I'll remember.

This is a night for me and her.

This'll be the best night ever.

Tonight at the Gala.

---

[Choir]

At the Gala.

At the Gala.

---

[Rarity]

At the Gala. All the royals.

They will meet fair Rarity.

They will see I'm just as regal. At the Gala.

---

[Choir]

At the Gala.

---

[Rarity]

I will find him. My Prince Charming.

And how gallant he will be.

He will treat me like a lady. Tonight at the Gala.

---

[Choir]

This is what we've waited for to have the best night ever.

Each of us will live our dreams. Tonight at the Gala. At the Gala.

---

[Rainbow Dash]

Been dreamin'. I been waitin'

To fly with those great ponies.

The Wonderbolts, their daring tricks.

Spinning round and having kicks.

Perform for crowds of thousands.

They'll shower us with diamonds.

The Wonderbolts will see me right here at the Gala.

---

[Choir]

All we've longed for. All we've dreamed. Our happy ever after.

Finally will all come true right here at the Grand Gala. At the Gala.

---

[Pinkie Pie]

I am here at the Grand Gala. For it is the best party.

But the one thing it was missing was a pony named Pinkie.

For I am the best at parties. All the ponies will agree.

Ponies playing. Ponies dancing. With me at the Grand Gala.

---

[Choir]

Happiness and laughter at the Gala. At the Gala.

---

[Twilight Sparkle]

At the Gala. (At the Gala.) With the Princess. (With the Princess.)

Is where I'm going to be. (She will be.)

We will talk all about magic and what I've learned and seen. (She will see.)

It is going to be so special. As she takes time just for me. (This will be the best night ever.)

---

[Choir]

Into the Gala we must go. We're ready now. We're all aglow.

Into the Gala. Let's go in. And have the best night ever.

Into the Gala. Now's the time. We're ready and we look divine.

---

[Choir + Fluttershy]

Into the Gala.

---

[Fluttershy]

Meet new friends.

---

[Choir + Applejack]

Into the Gala.

---

[Applejack]

Sell some apples.

---

[Choir + Rarity]

Into the Gala.

---

[Rarity]

Find my Prince.

---

[Choir + Rainbow Dash]

Prove I'm great.

---

[Rainbow Dash]

As a Wonderbolt is.

---

[Fluttershy]

To meet.

---

[Applejack]

To sell.

---

[Rarity]

To find.

---

[Rainbow Dash]

To prove.

---

[Pinkie Pie]

To whoop.

---

[Twilight Sparkle]

To talk.

---

[Zach Lanson]

To dance.

---

[All]

Into the Gala. Into the Gala.

And we'll have the best night ever.

At the Gala.

---

The group then entered the main hall and looked around in fascination as Spike slides on the carpet in a rock star style.

"Yeah! This is gonna be the best night ever. You know why? Cause we're all gonna spend time at the Gala to... gether. Or not." Spike muttered after noticing the group left out to find their destined dreams. Zach and Twilight rushed up to the main stairs to find their majestic teacher Princess Celestia.

"Princess Celestia!" Twilight greeted happily.

"Zachary, Twilight! It is so lovely to see my star students." Celestia greeted back happily.

"Oh, I'm so excited to be here! We have so much to catch up on." Twilight said.

"Well, I want you two right by my side the entire evening, so we'll have plenty of time together." Celestia said and Twilight immediately swooped next to Celestia with Zach joining next to Twilight.

"That's just what I was hoping you'd say." Twilight said.

"I just hope there's time for my offer." Zach whispered to himself. As for Rarity she starts searching everywhere to find her beloved prince. She then gasps as she sees Prince Blueblood himself walk out to the gardens eyeing her as he goes.

"Hurry, Rarity... Oh, but not too fast. But don't wanna lose him... WAIT! Have to play it cool. Oh, but don't be cold! I can't lose him, I can't! He's everything I imagined!" Rarity said excitingly. She sees him in the garden with a rose in his mouth as the wind blows through his golden mane as he moves his eyebrows up and down with a charming smile.

"Even better than I imagined." Rarity corrected dreamily and approached him. From behind a brown meadowlark flies and chirps as it swoops to the gardens with Fluttershy quickly noticing.

"Oh my! A meadowlark!" Fluttershy said excitingly follows the bird to some trees where it whistles a melody.

"I think she's calling to me. It's exactly what I wished for!" Fluttershy said gleefully and hums the same tune as the bird repeats it and follows the call. Applejack pushes an apple cart of hers to an open part of the gardens with many high class ponies having conversations to one another. She gives her cart a kick and just like that the cart turned into an apple stand with many apple related foods. As she takes her place behind the stand a Wonderbolt member comes over.

"Howdy, partner! You hungry?" Applejack asked.

"As a horse!" the Wonderbolt answered in a radical deep voice.

"Well, what's you're hungering for? Caramel apple? Apple pie? Apple fritter? Apple fries?" Applejack offered.

"I'll take that big apple pie!" the Wonderbolt pointed and drops his money in a bucket and Applejack gives him his pie as he leaves.

"Well, thank you kindly, sir! Yeehaw! In the first minute, I made my first sale. Just like I expected." Applejack cheered happily. In the V.I.P dining area of the castle there were many rich celebrity ponies attending including Wonderbolt members and the one that bought the apple pie from Applejack earlier.

"Always hungry after a show. Eh, Soarin'?" the captain Spitfire asked playfully.

"Heh. Yeah! [gasp]" after opening his mouth Soarin' accidentally let go of his pie with Dash watching close by.

"My pie!" Soarin' exclaimed and this was Dash's chance to get their attention early as she zooms towards the pie and before it made contact to the ground Dash slides under it and catches it within her hooves just in the nick of time.

"You saved it! Thanks." Soarin' thanked and reclaimed his pie.

"Hey, no prob." Dash said slightly nervous.

"Hey! I know you. You're the pony that saved us in Cloudsdale and won The Best Flyer Competition." Spitfire said remembering the events from a while ago.

"Hay yeah! Name's Rainbow Dash." Dash introduced.

"Well, Rainbow Dash. Looks like your skills saved us again - oh, well, at least they saved Soarin's apple pie." Spitfire joked seeing her partner literally dig in the pie like a pig eating it with loud munching sounds.

"Wanna come hang out with us?" Spitfire asked.

"Sure. Why not?" Dash said trying to play cool as she skips her way to the V.I.P ropes but couldn't hold in the excitement in after realizing what's taking place.

"I'm... hanging... with the... Wonderbolts! [squee, giggle]" Dash laughed like a little filly and rushed to the dining area. Pinkie meanwhile hops her way to the dance area to find everything she's been dying to see.

"The shiny dance floor... The pretty party ponies... Ooh, the fancy band... Shiny! Pretty! Fancy! [anxious noise] GOTTA DANCE!" Pinkie exclaimed excitingly and skips her way into the dance floor.

"I'm at the Grand Galloping Gala,

I'm at the Grand Galloping Gala,

I'm at the Grand Galloping Gala,

It's all I ever dreamed.

It's all I ever dreamed, woo hoo!

It's all I ever dreamed, yippee!

I'm at the Grand Galloping GalaaaaaaaaaaAAAAAAAAAAAA!" Pinkie sang in a 'For He's A Jolly Good Fellow' tune but soon realizes she's getting disapproving glares from the party ponies and stops her actions.

"It's all I ever... dreamed?" Pinkie muttered sadly disappointed at the result she wasn't expecting. Back at the garden Rarity comes across a red rose gives it a couple sniffs.

"Well, hello. I am Prince Blueblood." to Rarity's surprise her dream prince greeted politely with a smile.

"I am... Rarity. Oh my, what a lovely rose." Rarity pointed out looking at the rose she was sniffing.

"You mean... this rose?" Blueblood asked picking the rose and looking like he's offering it to Rarity which made her smile widely but unexpectedly he pulls it away and eats the stem placing it onto his vest thus surprising Rarity from the action.

"Thank you. It goes with my eyes." Blueblood said and Rarity moans softly not expecting the behavior. Fluttershy at the meantime continues humming the tune getting responses from her calling bird and runs to the source.

"[gasp] My little meadowlark is right around this bend!" Fluttershy said but to her surprise she didn't find her bird she instead found an old pony janitor raking up the leaves and whistled the same tune Fluttershy was singing.

"Was that you?" Fluttershy asked.

"Yep! I love whistlin' while I work." the janitor explained and walked away while whistling.

"Oh! Yes... Well... Excuse me." Fluttershy said slightly embarrassed and disappointed walking away with a drooped head. But then she heard calling of multiple animals nearby and sees to her delight many creatures she didn't see before.

"Oh! I see a toco toucan! And a spider monkey! And, oh! Is that a wallaroo?" Fluttershy asked as she quickly approaches the animals but after seeing her they quickly ran away frightened from the pegasus.

"Oh, Fluttershy. You're such a loudmouth." Fluttershy said to herself. At the V.I.P area the Wonderbolts have been preoccupied talking to other guests while Dash barely got any time to hang out with them jumping up to get a better view of them from the crowd. She decided to crawl under the audience and got to the other side between two mares squeezing her way out on the way.

"Hey, Spitfire! You ever done a rain cloud double backflip?" Dash asked almost shouting from the loud rambling crowd but Spitfire couldn't hear her while talking to another guest. She then turned to Soarin' from behind.

"You ever soared past lightning? It's awesome!" Dash shouted but Soarin' too couldn't hear and walked away getting Dash a little annoyed. This wasn't what she wanted. Meanwhile at the main staircase a line of ponies gathered to greet Celestia keeping Zach and Twilight from having a conversation with her.

"Welcome to the Grand Galloping Gala." Celestia greeted as the guest bowed in respect.

"Princess! I've been so excited to spend time with you and-" Twilight said trying to speak with her desperately.

"Yes. Me too, Twi... Oh, good evening! Welcome to the Gala. Which is why I... Ladies! Lovely to see you again." Celestia was getting distracted on greeting every guest that comes across her.

"[sigh] Looks like getting a chance to talk to the Princess is gonna be a magic trick in itself." Twilight stated while seeing the line form even longer.

"You can say that again. [to self] And keeping me from asking you to join for a simple waltz." Zach muttered irritatedly. At the open part of the garden Applejack too was not experiencing the night she wanted to have as every customer passes by her apple stand.

"First minute, first sale. Second... Fourth... Sixth... Sixtieth minute... no sales. [sigh] This ain't what I expected at all." Applejack muttered disappointedly. Pinkie rests her head on a table gloomily with no excitement in her anymore.

"I'm at the Grand Galloping Gala... and it's not what I dreamed." Pinkie sighed. At the garden Blueblood places a pillow mat down and Rarity assumed it was for her as she was ready to sit down but finds Blueblood taking the spot rudely with no signs of apologizing.

"This isn't at all what I imagined." Rarity moans. Celestia continues to be preoccupied on greeting every esteemed guest leaving Zach and Twilight standing.

"This isn't what I hoped." Twilight sighed sadly.

"This isn't what I planned." Zach too groaned in disappointment. Dash looked around for her icons but sees no sign of them in the crowd.

"This isn't hanging out." Dash said depressingly. Fluttershy tried to interact with any animal she sees but they all end up running away from her.

"This isn't what I wished for." Fluttershy admitted softly in sadness.

"No!" Twilight rejected in a changed serious attitude.

"I waited all my life-" Rarity stated at the same time.

"-for this moment." Fluttershy said in a serious tone too.

"And I'm not going to-" Pinkie declared in determination.

"-let it slip by." Applejack promised.

"If it's the last thing I do-" Dash announced.

"-I'm gonna make this-" Zach boldly stated.

"-the best night ever!" the seven declared at the same exact time determined to still get their wishes to come true. Fluttershy soon came up with an old simple plan of a box trap with a twig holding it up with a rope attatched to it and Fluttershy places a carrot underneath it.

"I just have to be more bold, like Twilight says. I'm so sorry to have scared you, my friends! But I'm leaving now, so you can all come out!" Fluttershy shouted and hides behind a hedge. She then heard a crunching sound and pulls the rope trapping whoever ate the carrot.

"Gotcha! It's okay. I promise not to hurt you. I just wanna be your... friend?" Fluttershy stopped after finding out she trapped the janitor from earlier as he chomps down on the carrot with the box on top of his head.

"Mmm... Sounds good to me." the janitor said and Fluttershy was getting really annoyed. At the dining area Dash tries to come up with a plan of her own to get the Wonderbolts to notice her more.

"Come on, Rainbow! If they don't notice you, you gotta make 'em notice you." Dash said to herself and looks around to try and get the Wonderbolts attention. She then spots a high class stallion nearby enjoying a drink and Dash had a great idea. She approaches the pony while whistling to herself trying to not act suspicious until she was close enough to purposely crash into him and send him flying. The colt screams as he flies with onlookers witnessing the moment and Dash swiftly zooms to where the pony was going to land and caught him. She looks at Spitfire hoping that she caught a glimpse of the heroic action but sees her talking to another pony never noticing the event. She angrily kicks the colt off of her and walks away to try and work out another strategy. Rarity passes by with Blueblood by her side getting second thoughts about the rude prince.

"Just give him a chance, Rarity. His princely side is sure to come out if you're just patient." Rarity muttered to herself.

"Miss Rarity! Stop!" Blueblood shouted putting his hoof in front of Rarity. She looks down to see a puddle of a spilled drink in front of her.

"Oh. Prince Blueblood! How chivalrous." Rarity complimented happily feeling that he has changed into the prince she was expecting.

"One would hate to slip."

"Yes. 'One' certainly would."

"One's cloak should take care of the problem."

"Oh, of course it will." Rarity agreed. They took a long awkward stare at each other until Rarity realized what he meant. Regrettably she places her own cloak on the puddle and allowed Blueblood to go across first with a satisfied grin on his face. Rarity picked up her sopping wet cloak and put back on her neck. She was getting furiated at the incredibly selfish prince. At the dance room Pinkie tries to come up with an idea to get the room partying in her style. She then listens to the music which made her gasp as the idea clicked in her head. She gets on stage and whispers to the musicians a requested song she would like to do and they just went with it. Pinkie taps on the microphone to get the rooms attention.

"C'mon everypony! I know what will make you shake those groove-thangs!" Pinkie shouted and signal the musicians to play as she sings.

"You reach your right hoof in

You reach your right hoof out

You reach your right hoof in

And you shake it all about

You do the Pony Pokey meeting lots of folks with clout

That's what I'm talking about." Pinkie sang while Zach and Twilight at the meantime shook hooves with every guest that lined up at the staircase. One pony who was bigger than most of the other guests was so strong that he literally shook the two up and down with one hoof. After the rapid shaking was done Zach and Twilight's hooves were pumping in pain. They see the endless line stretching even longer which is making the two getting exhausted from shaking and were ambitious to get it over with so they can spend their own time doing what they want to do.

"You step your left hoof in

You pull it right back out

You step your left hoof in

But you better help him out

You do the Pony Pokey but should find a different route

That's what it's all about." Pinkie sings another verse just the moment Applejack plans her move on how to get her business going. She kicks her stand sending apples to the ground while a strolling colt walks by and slips on the apples falling down to the ground. Applejack helps him up and tried offering him some apples but he utterly rejected and walked away leaving a saddened Applejack.

"You kick your back left in

You pull your back left out

You reach your back left in

Just be brave and have no doubt

You do the Pony Pokey feeling like you're gonna pout

That's what I'm singing about." Another verse is sung during Dash's attempts to catch the eyes of the Wonderbolts. With her two favorite Wonderbolt members by a table with a filled drinking cup she kicks the table with her hind leg sending the cup into the air and caught it with the same hind leg. This stunt impressed the two athletes and were going to compliment her about it but were interrupted as they were pulled away to a photo shooting with some other fans. This was really getting on Dash's nerves.

"You tilt your head in

You tilt your head out

You tilt your head in

Then you shake it all about

You do the Pony Pokey even though your date's a lout

You're better off without." Pinkie sings at the exact same moment with Rarity's activity. Her and Blueblood reach a door to inside the castle and Blueblood gestures his head towards the door signaling Rarity to open it for him. Rarity repeated the action only for Blueblood to counter which made Rarity do it again frantically. An insulted look encompassed him and looked away in a pouty manner. This made Rarity growl in pure frustration and regrettably opened it for him as he walks in with a satisfied smile. As Rarity enters the door closes and slams into her sending her falling to the ground.

"You stomp your whole self in

You stomp your whole self out

You stomp your whole self in

And you stomp yourself about

You do the Pony Pokey and you give a little shout-" Pinkie sang.

"COME OUT!" Fluttershy shouts after trying to catch any animal in her sight but lands on the ground. After countless chasing she stomps her hooves to the ground angrily with the frightened animals on the trees watching.

"That's what I'm talking about

You do the Pony Pokey

You do the Pony Pokey

You do the Pony Pokey

And that's what it's all about

Yeah!" Pinkie finished expecting some cheering and dancing ponies but didn't get any.

"Young lady, this is not 'that' kind of party." a mare said annoyingly with other irritated onlookers.

"Ooooooh... They don't want a party. These ponies want a paaartay!" Pinkie emphasize still not getting the message. Applejack meanwhile lays down her head on her hoof in a bored manner still unable to get another customer.

"Two apple fritters, please." Rarity came over and ordered with Blueblood which brightened Applejack's face.

"Two apple fritters comin' right up. That'll be four bits." Applejack said after pulling out a wooden tray of apple fritters. Rarity looked at Blueblood and cleared her throat but Blueblood cleared his throat back. Rarity however did it again only louder but Blueblood countered louder and annoyingly and Rarity gave up trying.

"[sigh] I'm going to have to pay, aren't I?" Rarity grumbled irritatedly and went to grab her purse.

"It's okay, Rarity. I got you covered." Applejack assured kindly and gives them the fritters.

"Thank you, Applejack. At least somepony here has good manners." Rarity said. Blueblood then ate the fritter but quickly spat it out and tried rubbing the taste off his tongue.

"Oh! Fritters! Dumplings! Caramel apples! My royal lips have touched common carnival fare! I'm going to the buffet for some... hors d'oeuvres." Blueblood said walking away with his head raised in a arrogant manner with Rarity following with an angry look.

"Well, no wonder nopony wants my food. They're fillin' up on those fancy-schmancy vittles. Well, my down-home apples are plenty good enough for this crowd. I'll just dress 'em up a bit and prove it to 'em." Applejack declared and pushed her cart to where she can alter her apple goods. Back at the main staircase Zach and Twilight finally finished shaking hooves with everypony. They sweat and pant exhaustively from the long shaking with their sore hooves. Zach was ready to ask Twilight if she can dance until he sensed something disturbing that's about to happen in just a couple moments... in the room where he planned to dance.

"I sense something bad is about to happen in the dance room. I'll be back." Zach whispered and rushed off to the dance room as quickly as possible.

"Wait! Zach!" Twilight called but Zach was already gone.

"Now then, since we're done greeting everypony, we can- Where's Zachary?" Celestia asked noticing one of her students disappeared.

"Heading to the dance room. Said something about a bad thing that's about to happen." Twilight answered nervously.

"That's peculiar. I'm curious to know what he means." Celestia said and makes her way to the dance room with Twilight following. Meanwhile Fluttershy plans another trap with a hanging net that catches anything that steps on it.

"I'll catch you yet, my pretties. Oh yes. As soon as one of you little birds or monkeys or bears touches this net... you'll be MINE! MINE!" Fluttershy shouts and started laughing wickedly. She then accidentally fell down onto her own trap and the net brings her up into mid air. She dangles back and forth in the net with a bunny looking from below. In the party room Pinkie decided to boost the party by bringing in a DJ machine in.

"Come on, everypony! You wanted a partey? Now it's paaarteeey! Yeah! Uh! Now that's a beat, yeah! Uh! C'mon, dance! Yeah, woohoo!" Pinkie cheered and tried to urge everyone in the room to dance sending bunches of ponies flying in the air.

"Okay, all you high-class ponies. Here's a highfalutin apple cake for your hoity-toity taste buds." Applejack announced entering the dance room with a large towering apple cake with an apple on top. Zach makes his way into the room to find nothing is wrong but has a bad feeling about it.

"STAGE DIVE!" Pinkie shouts and jumps off of the stage with the crowd of ponies moving out of the way. Unfortunately she landed right on Applejack's cart and sends the cake flying into the air. Rarity and Blueblood enter again making Rarity open the door for him. They screamed to find the cake coming straight at them. Blueblood quickly used Rarity to cover him as a shield with Zach noticing.

"Hey! That's not how you treat a lady!" Zach scolded and with his unicorn magic he levitates the cake changing it's course floating it right above Blueblood and drops it getting him covered in cake.

"No! Noooooooo! This was my favorite ensemble and I just had myself groomed!" Blueblood cried.

"...Zach, you... you saved my dress from getting ruined. Thank you!" Rarity exclaimed gratefully and hugged him tightly.

"Ha. No problem. You didn't deserve to be treated that way." Zach said happily hugging her back.

"You! How dare you tarnish fabulously groomed royalty, you filthy wretch!" Blueblood exclaimed in anger and took some frosting off his attire and throws it at Zach hitting him in the face and tuxedo ruining his well combed hair and suit.

"Zach! Your hair, your suit!" Rarity shouts in horror. This was the last straw for Rarity as she gives a threatening glare at Blueblood and growled with her face getting red.

"You little inconceivable ingrate! Here I thought you were a charming, chivalrous, unselfish royal prince, but no! You made me your work horse, you treated my friends like low trash, and to top it off you have no pride for yourself! Well, let me just say, you, sir, are the most uncharming prince I have ever met! In fact the only thing royal about you is that you are a royal pain!" Rarity shouts in uncontrollable rage backing the now frightened prince.

"Uh, stay back! I'm warning you!" Blueblood shouts in fear backing up to an alicorn statue without paying attention. He slams right into it sending the statue unbalance and was ready to topple over.

"This is my chance!" Dash said to herself and took the opportunity to save it in front of her idols as she zooms over to it and caught it on her back.

"Yes!" Dash cheered to herself but soon found herself unbalancing from the heavy statue. It then hit a pillar which is also ready to topple but Zach quickly took action and stopped the pillar from toppling grunting from the weight as he places it back and levitates the statue Dash was holding and also returns it to it's previous spot. Just then Twilight and Celestia enter seeing nothing wrong with the room.

"Oh good. Nothing's gone wrong. Crisis averted." Twilight stated. But then the whole room started shaking and rumbling startling everypony.

"Oh no. I sense a lot of frightened life approaching. And a furiated pegasus." Zach muttered. Suddenly the doors from the garden forced open with multiple species of life running from their chaser Fluttershy who has an exhausted angry expression on her.

"You're... going to LOVE ME!" Fluttershy screamed. Soon everypony and animal started running around screaming in fear thus trashing everything in the room. Twilight stuttered nervously trying to figure out what to say to the princess.

"Run." Celestia whispered and Twilight did as told as she and Zach whistled for the others to follow and they all obeyed including Fluttershy who was snapped out of her anger after holding a squirrel and followed. Each went down the stairs and on the way one of Rarity's glass slippers came off with Pinkie noticing.

"Ooh! Rarity, your glass slipper! Now your prince is sure to find you." Pinkie said happily but Rarity shrieked in realization and quickly rushed up and smashed the slipper into pieces.

"No! Ugh! Let's go!" Rarity urged with Pinkie hesitating looking at the crushed slipper before being pulled by Rarity escaping the destruction of the gala. Meanwhile Spike has been hanging out at a doughnut bakery that he wanted to show to Pinkie sitting down with a glass of hot chocolate and eating doughnuts depressingly.

"Hey, Pony Joe. Another doughnut." Spike ordered.

"Don't you think you've had enough?" the cashier Joe asked.

"Another doughnut! Extra sprinkles!" Spike ordered annoyingly. Just then the bell to the door rung and Joe sees the seven ponies dirty and their attires shredded and ruined on some spots.

"Twilight Sparkle! Ha, ha. Long time no see. And I see you brought Zach Lanson along." Joe greeted happily causing Spike to turn to see for himself.

"Hey Joe." Zach greeted weakly.

"Hey, how was the Gala? How was your best night ever?" Spike asked excitingly.

"That sounds like the worst night ever!" Spike stated after hearing the story from the gang at a table for some time while eating doughnuts together.

"It was!" the seven said in unison and laughed despite the nights events.

"I just hope Princess Celestia isn't upset with us for ruining the Gala." Twilight said.

"That was the best Grand Galloping Gala ever!" a familiar majestic voice declared. They all looked to see Celestia at the door with a smile on her face.

"Princess Celestia?!" the group gasped as she approaches the table.

"Pardon me, Princess, but tonight was just awful." Twilight assured.

"Yeah. I mean, the destruction, the animals, everything." Zach added.

"Oh, Zachary and Twilight. The Grand Galloping Gala is always awful." Celestia reassured.

"It is?" the two asked with confused raised eyebrows.

"That is why I was thrilled you were all attending. I was hoping you could liven things up a bit. And while the evening may not have gone as you planned, I'm sure you'll agree that in the end it didn't turn out so bad for this group of friends." Celestia explained.

"You're right, Princess. Friends have a way of making even the worst of times into something pretty great." Twilight agreed happily.

"Yeah! Hanging out with friends!" Dash said.

"Talking!" Fluttershy joined.

"Laughing!" Pinkie added.

"You mean doing exactly what I wanted to do the whole time?" Spike asked with a sly smile.

"Yes, Spike. You were right." Twilight admitted.

"Again." Zach said playfully rolling his eyes.

"As horrible as our night was..." Applejack said.

"...being together here has made it all better." Rarity finished.

"In fact, it's made it..." Pinkie said.

"...the best night ever!" the group declared in unison and they all laughed happy to be together and to make up the unfortunate events that happened. Later after leaving Canterlot and returning home in Ponyville they all were ready to go their separate ways.

"Well, as fun as it was hanging out with ya'll, I got to get back to my family at the barn. See ya'll later!" Applejack waved and left for the barn to get ready for another working day.

"I have to hit the sack also. Got to get my energy back to practice on my awesome moves more so the Wonderbolts can notice me better. Later!" Dash flew to her cloud home in the sky.

"Oh dear! I have to get back to my animal friends. I hope they weren't too alone while I was gone. I do miss being with them. I'll see you all tomorrow, bye!" Fluttershy waved leaving for her cottage as well.

"I can't wait to get back to my bedroom! I'm so tired, I could be sleeping for days or even weeks! Oh, but who will make the parties and cupcakes while I'm asleep? I'm just going to have wake up super duper extra early! Goodnight everypony!" Pinkie said happily bouncing her way to Sugarcube Corner.

"Well, I too should be returning to my humble abode. There is a bedroom there calling for me." Rarity said.

"Wait, Rarity? Would... would it be okay if I can escort you back? Don't want a lady walking around the dark streets alone." Spike asked bashfully trying to act bold.

"Oh, how sweet of you Spike. Of course you can, unless that's okay with Zach and Twilight." Rarity said and Spike looked at the two with pleading eyes. They thought for a moment and looked at each other with an agreeing nod.

"Go on." Zach confirmed with a smile.

"Just be back before bedtime." Twilight added.

"YES! My lady." Spike offered his arm chivalrously.

"[giggles] Why thank you, my prince." Rarity said happily accepting his arm and they walked off to the boutique as Spike keeps a dreamy smile on the way and Zach could've swore he saw hearts popping from Spike but he shrugged it off with a chuckle.

"We should be heading for home now." Twilight said and was ready to head for the library until Zach placed his hoof on her shoulder stopping her in her tracks.

"Wait. Actually there is something I want to show you before we do." Zach said.

"What? What is it?"

"It's a surprise. Follow me." Zach gestured and Twilight followed. He led her to a hill walking up but Zach eventually stopped before reaching the top confusing Twilight.

"From here I want you to close your eyes. I'll lead you to the top." Zach instructed.

"Why? Zach, what's going on?" Twilight asked curiously with a sly smirk.

"You'll see."

"Alright." Twilight complied and closed her eyes with Zach guiding. They reached the top of the hill and Twilight swears she could see some warm glows through her closed eyes.

"Okay, open." Zach said and Twilight opened her eyes. What she sees next made her gasp. In front of them was a lone tree with a rope of orange, yellow, and red lights tied around it with the other end tied to a pole. Next to it was a record player with a record on it waiting to be played.

"Zach, this is- what is this? It's lovely!" Twilight asked in wonder.

"Remember the little 'project' of mine from earlier today? Well, you're looking at it. I know it's not much to be a ball room of some sort, but I made it small and quick so I wouldn't be late." Zach explained.

"Wait! Are you saying you... knew what took place at the Gala would happen?"

"Admittedly, I did had a hunch it would happen but not in that way. I mean think about it, excluding us as her private students, why would the Princess invite seven specific middle class ponies from Ponyville to a Gala that's meant for high class ponies?"

"Okay, I see how you would come to that conclusion, but what is all of this for?"

"Like I said, it's a dancing area. It's not much, but I hope you wouldn't mind."

"Are you saying you want me to dance with you?"

"Well, that is something you also wanted to do while we were there, right?"

"Yeah."

"And I wanted this too, so I thought we could just do a couple sequences to make up for what has happened."

"You do realize our clothes are ruined and aren't in shape for this, right?"

"So? Nopony's watching. We're all alone up here, just you and me." Zach said and gave Twilight a brief moment to decide. Then she looked at Zach with a warm smile as her answer to him which made him smile back softly.

"So, may I have the honor of having this dance with you, Ms. Sparkle?" Zach asked with a bow.

"I'd be delighted, Mr. Lanson." Twilight answered and offered him her hoof which Zach gladly accepted. They walk to the center of the hill and before they begin Zach quickly turned on the record player which started soothing orchestral music. They rested their heads on each others shoulders and began moving in a smooth balanced rhythm along with the music. In Zach's head he wouldn't mind if that moment had went on for the rest of the night. He wondered if Twilight felt the same. But he did know that this could be a sign. A sign to the start of something brighter. He hoped that this could lead to the part of the relationship with Twilight that he can be more than just friends with her for a better future...

...and a better life.

[Sorry for the wait but here is the season finale. Can't believe I made it this far. Thank you all for your support and I hope to see you next season soon. See ya then!] :D