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.