RUNNING OF THE LEAVES

THE SWEET SMELL OF MAPLE AND PINE FILLED THE MORNING AIR. IT WAS THE first day of autumn; that meant that it was time for the annual Running of the Leaves, a festival that ended in a race throughout the woods surrounding Ponyville. The vibrations of the nearly one hundred ponies galloping through the woods caused the leaves to shake off of the trees.

Fluttershy found autumn to be one of the best seasons of the entire year. The temperature was neither too hot, nor too cold, but rather, just the perfect blend. At the same time, though, she didn't like how the animals she tended to in the meadow used this time to prepare for hibernation, three months in which they slept, until the first signs of spring during Winter Wrap Up. She also felt incredibly sorry for Rainbow Dash, who was fretting about her pet tortoise, Tank, preparing to sleep.

She supposed that that could have been one reason why Rainbow Dash signed up to compete in the Running of the Leaves. Then again, she was also the most competitive Pegasus in all of Ponyville. Even during Summer Flight Camp back in Cloudsdale when they were just fillies, Rainbow Dash was incredibly competitive. She loved to win, but hated to lose.

Because of Rainbow Dash's competitiveness, last year's Running of the Leaves almost turned into a disaster. It all began when she got into an argument with Applejack, and to settle it, both mares put on an impromptu Iron Pony competition, which Rainbow Dash won – mostly because she used her wings in a majority of the events. To be fair, Applejack never said that Rainbow Dash couldn't use her wings. Either way, Applejack didn't take too lightly to what she considered cheating, so she challenged Rainbow Dash to a grudge match – the Running of the Leaves. Even Twilight Sparkle joined the race, if only to compete for fun – this was right after Twilight had moved to Ponyville, on behest of Princess Celestia.

Rainbow Dash and Applejack spent more time tricking each other than actually racing, which led to them tying for last place. They were even beaten by Twilight, who had never run an actual race before.

Perhaps this year, it would be different. Rainbow Dash and Applejack weren't competing for anything, so it would hopefully be a good race.

And who knows, Fluttershy thought as she filled her hummingbird feeders with new nectar. Maybe this time, one of them will win. But it's not about winning, right? It's about knocking the leaves off of the trees. I just hope Rarity won't mind the mud and dirt in some places.

She was incredibly surprised to hear that Rarity, of all ponies, had intended to run the race. Perhaps swapping places with Applejack to race alongside Sweetie Belle during the Sisterhood Social changed her mind about physical activities such as races. Then again, Rarity wasn't afraid to get her hooves dirty if she had to.

This included dappling into horse fu on occasion.

With the hummingbirds fed – Hemmingway hummed her a little "thank you" – and the water troughs refilled, all that was left was for Fluttershy to head for the race course. She would be watching along with Pinkie Pie and Twilight who – as Ponyville's resident princess – had been making sure that everything was running smoothly and that there would be no problems before, during, and after the race. Fluttershy didn't care much for physical activity – she didn't like being among crowds, for that matter – and besides, she wasn't that great a runner, just like how she wasn't that great of a flyer.

She saw the hot air balloon floating in the sky above Town Hall, the starting point of the race. Sweetie Drops – who usually went by the nickname Bon-Bon – was sitting in the basket, with her megaphone by her side. Bon-Bon had volunteered for the role; last year the role was shared between Spike and Pinkie Pie, though they – like the rest of Ponyville – were focused on the grudge match between Rainbow Dash and Applejack.

At least this year would be different – there were no grudge matches to be fought, no Iron Pony competitions, just a friendly race that would also knock the leaves off of the trees in the forests surrounding Ponyville. Unlike Equestria's capital city, Canterlot – where the weather was controlled through a combination of magic and the weather managers from Cloudsdale – everything in Ponyville had to be done by hoof, with little magical help; the most help the ponies of Ponyville had was from Cloudsdale.

Fluttershy arrived at town hall, where the first racers were just starting to line up. The race was set to begin at about ten o'clock; it was now approaching nine. The other racers should be arriving soon.

She could already spot Rainbow Dash in the small crowd.

"Rainbow Dash!" she called out to her as loud as she could, though even at her loudest her voice was still quiet. "Rainbow Dash!" she called out again, raising the volume just a little bit.

Surprisingly, Rainbow Dash heard her. She turned to face Fluttershy as she stretched her front legs.

"Hey, Fluttershy," Rainbow Dash said. She started stretching her back legs. "You're not racing, are you?"

"Oh, no," Fluttershy said. "I'm just watching. But I'll be rooting for you. And Applejack. And Rarity. Good luck and have fun." She made her way over to the stands where the spectator ponies would watch the race and stood next to Lyra Heartstrings. The mint green unicorn was bouncing up and down, not quite on the same level as Pinkie Pie – who was the most energetic pony Fluttershy knew – but given that Lyra was incredibly hyper to begin with, that didn't come as much of a surprise.

"This is going to be so exciting, isn't it?" Lyra asked.

"Oh, yes," Fluttershy replied. "Who are you going to be rooting for, Lyra?"

"I don't know," Lyra said. "I'm just jealous that Bon-Bon's the one commenting."

Fluttershy just smiled at Lyra. She had always been excitable, especially when it came to her roommate. Even moreso when humans were involved. Ever since humans first showed up in Equestria just over a year ago, Lyra had had an odd fascination with them, almost to the point of an obsession. She had even joked about wanting to become a human once, though – at least according to Bon-Bon – it wasn't a joke, as Lyra had actually tried it. This just resulted in Lyra turning herself into an orangutan.

"Who are you going to be rooting for, Fluttershy?" Lyra asked.

"Rainbow Dash," Fluttershy said without hesitation. Lyra couldn't help but smile – Fluttershy and Rainbow Dash had always been the best of friends. "And Rarity," Fluttershy added. "And Applejack."

"You're rooting for three ponies?" Lyra asked, confused. "Why not just one?"

"Oh, um, I don't want anypony to feel left out," Fluttershy replied. She looked over to the crowd and let out her loudest – yet tiniest at the same time – cry: "Go Rainbow Dash! Go Rarity! Go Applejack! You rock! Woo-hoo!"

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Rainbow Dash and Applejack finished stretching their legs and started taking their places at the starting line. Rainbow Dash looked back to see Rarity a few rows behind her. She waved a hoof at the pearl white unicorn; Rarity waved back.

Rainbow Dash still couldn't believe that Rarity had decided to run in this race. Even more surprising was that she didn't dress in some ridiculously formal outfit for the occasion. When she was given wings thanks to Twilight and decided to partake in the Best Young Fliers Competition in Cloudsdale – the same day Rainbow Dash perfected the Sonic Rainboom – she had dressed herself in some ridiculous outfit, complete with over the top makeup. She had also worn a long gown and cape when they went to watch the dragons fly over Ponyville during the Great Dragon Migration. Yet here, she just came as she was. The only thing resembling an outfit she was wearing was the number card on her flank – the same as all the other racers.

She turned to face the starting line and looked at the first leg of the race – a straight stretch of open ground that headed towards Thoroughbred Pines, a small pine forest that eventually connected to the Everfree Forest, just like all the other forests around Ponyville. After that would be another stretch of open ground, before they hit Clydesdale Creek, an estuary of the Ponyville River. Following that was Whitetail Wood, the largest forest in Ponyville. Whitetail Wood was connected to Froggy Bottom Bog, home of the dreaded hydra, though the hydra – like the rest of the creatures from the Everfree Forest – rarely came into Ponyville. The last time a creature from the Everfree came into Ponyville, Spike threw a pebble down its throat, choking it.

After Whitetail Wood, they would come to the maple farms, where tree sap from the maple trees was harvested to make syrup. One year during the race, Rainbow Dash stopped to lick some of the sap off of a tree, and got stuck because of it, causing her to lose the race. She would have stayed stuck, too, if the maple farmer Sappy Horseshoes didn't help her.

The maple farms would be the last forested areas of the race; after that, it was the home stretch to the finish line. Normally, Rainbow Dash – as well as most of the other racers – would be completely worn out by the time they got to the end of the race. But this year, Rainbow Dash was going to take Twilight's advice and pace herself. She would still make sure that none of the other racers would pass her – not even Rarity and Applejack – but she also didn't want to wear herself out before she got to Clydesdale Creek.

She turned to Applejack and held out a hoof. "Let's do this thing, A.J."

Applejack put her hoof against Rainbow Dash's. "Let's have a good run now, y'hear?"

They turned their attention back to the starting line, just as Bon-Bon raised the megaphone.

"Racers, on your mark! Get set! GO!"

The ground shook with the thundering sound of four hundred hooves. All that remained of the crowd at the starting line was a cloud of dust.

"And they're off!" Bon-Bon announced. "Their first destination is Thoroughbred Pines. They won't be there very long, it's a pretty small area – and speak of Tartarus, they're already moving towards Clydesdale Creek. It looks like Rainbow Dash is in the lead, but – what's this? Of all the ponies, Rarity is pulling up behind her. Rarity is now in third place, right behind Fast Track! Who knew that the fashion pony could run that fast?"

Given that we've had to run away from evil humans and alien robots, I'm not surprised, Fluttershy thought. And I'm glad that Rarity has finally moved on from her experiences with Megatron.

"The pack is moving into Clydesdale Creek," Bon-Bon reported. "Rainbow Dash is still maintaining a strong lead, but Fast Track is quickly approaching. She'd better watch out for that stallion, he's pretty quick on his hooves.

"They're now approaching Whitetail Wood, the longest part of the race. Fast Track has just passed Rainbow Dash, and he's pulling ahead of her. She's really going to have to get those hooves moving if she wants to catch up. Looks like Applejack and Rarity are coming up right behind her. And there goes Flash Step, speeding past them and quickly catching up to Fast Track. And look at that, we've got twin brothers Fast Track and Flash Step leading the pack as they run past Froggy Bottom Bog."

There was a loud crash.