Prologue

Pony's Log Number 100: I still can't believe how much my life is shaped on a destiny I still don't understand.

I never had a normal life. From what I learned as a young filly, I was found by Princess Celestia under what had apparently been a massive amount of rubble. Apparently the house had either burnt down and collapsed with me on top of it. I just don't understand how it's even possible that I even survived that, especially when you consider I was apparently just a few days old according to the doctors. But nevertheless, I was alive and well with no serious injuries. According to Celestia, she said my magic is what saved me.

Magic? Well it made sense. I am a unicorn after all. If you are wondering who I am, according to Celestia my name was Mario Star.

I've got a peach colored fur with a orange colored mane and tail and chocolate colored eyes. While I am a colt, during my days as a young foal I was actually very small. This made me very shy when I was little. During my early days as a foal, I spent most of my time near my Mom.

Yes, Celestia is my mother. At least that is what I called her. Whether it was out of pity or she really did like me saying it, I'll never know. (And the elites made it their mission to say it was the former.) But she did look out for me like a real mother did and I loved being with her. When she was busy, her niece Candace would spent time with me. We bonded so well that Celestia literally called us siblings, which made me very happy. She even let me call her sister and I suddenly felt like I was a part of the royal family.

Once I was old enough, she enrolled me in her academy of gifted unicorns. Passing my entrance exams didn't seem to be a problem. In fact, I appeared to be advanced in both my magical skills and intelligence, but Celestia always hoped that I would find some friends that I could spend my time with besides her. I even accused her of getting rid of me, but she just laughed it off. I laughed as well, knowing what she said was true. I wanted a friend, but I just didn't have the courage to speak up. Being bullied didn't help my self-confidence either. You would think that being able to learn and master so many different skills and abilities very quickly would have helped. I even tried working out so I wasn't just strong magically and intellectually, but also physically as well. Even when I was at the top of my class and played in various sports and junior athletics, I still felt no better about myself. Could you blame me? I didn't even have my cutie mark while the other foals were getting their one by one!

I remember that day when suddenly my confidence hit me like...BOOM, like lightening. Literally, it was like a big boom. A sonic rainboom to be exact. My mother and I were just taking a nice walk around the castle when we heard this massive rumble. I had sensed a massive magical surge. When we both looked up, seeing the massive ring of beautiful colors light the sky. It was right after a big flash of light appeared and we saw a large dragon head appeared out of the castle tower of the academy. We wasted no time tracking the source. That was when I saw her.

She was most beautiful unicorn I had ever seen. Her mane and tail were such a lovely shade of magenta and purple and she looked overwhelmed by her magical power. My mom had said I was in the same condition when she found me so I could sympathize. Once she had managed to settle down, Celestia had informed her that she would be her personal student. I was a little jealous at first, but then I just couldn't speak up. In fact, I felt like she needed Mom more than me. So quietly I had accepted the fact I was going to be replaced, but still felt content about it. That was when I felt something warm against my flank. At the same time, the little unicorn had gotten the same flash of light against hers own flank. That was when Mom pointed out her cutie mark and she began to hop about excitedly. I just smiled when Celestia turned to me.

"Well looks like she wasn't the only one who got her cutie mark today," she pointed out. I froze a bit and looked behind myself. There before me was a golden star that had a silver heart in the center of it with a gold ribbon underneath it, giving the star a majestic appearance. I was so excited that day to finally have my cutie mark I started to dance around, but the stopped when I noticed everypony was staring at me. I suddenly felt very bashful and ducked behind Celestia's hind leg to hide. No one seemed to say anything else about it and the little unicorn left.

I still think Celestia knew that I liked her because the first day of magic school. She sent me a letter with very simple instructions: You and her will be working together as my personal students. I want you to introduce herself and be her friend.

Despite my insecurities, I managed to find the courage to head to dorm and introduce herself. (Which was super easy since Celestia had put our dorm rooms next to each other). I literally stumbled through my entire introduction, only to realize she was so busy panicking about her first day that she had ignored my entire speech and even asked me who I was. I was embarassed, but saved face by telling her my name and that I knew where our first class was. She seemed pleased, introducing herself as Twilight Sparkle, before we walked together and the rest was history.

I wanted to say that it was the start of a beautiful friendship, but I wouldn't exactly describe it that way. We spent more time working together on our classes and taking care of her new baby dragon named Spike. Once Spike was old enough to talk, he was also helpful, earning his position as Twilight's number one assistant. A title that I would rather have, but just let it go. As I said before, I got to spend my time with Twilight and that made me happy.

But as the years went by, that happiness seemed to become bittersweet. While together Twilight and I excelled in our studies of magic, Twilight was pretty much a bookworm. So was I, but the problem came in the fact that all she ever wanted to do was study. At first that seemed fine, but as time went by we did befriend our classmates that we saw the most in class. Minuette, Twinkleshine, Lemon Heart, Lyra, and Moon Dancer. Twilight and Moon Dancer seemed to enjoy studying together. While the rest of the group made their efforts to help me gain some self confidence. For the most part it worked and I learned that talking to other girls wasn't as difficult as I thought it would be. They also encourage me to take my physical training to the next level. As a result, I became more agile and flexible than most ponies. I was the only pony who could jump a full five yards high without hurting himself. My studies in hedgehog behavior taught me how to curl up into a ball and spin around as I jumped and moved about. That technique actually saved my life when a guard accidentally knocked me off one of the castle bridges and I was able to save myself. Yet my biggest accomplishment was my speed.

I still remember when Minuette and Twinkleshine encouraged me to enter the school track team competition. Until that point, I never really believe that I was fast or could win a race. In fact, I was far behind during the first leg of the race, but as I continued to run, my top speed and determination continued to grow. By the time the final sprint came, I literally pulled away from the competition at twice the top speed as the rest of the competition. Of course I was disqualified for cheating simply because I was a unicorn and accused of using a speed spell, which wasn't true. Princess Celestia was able to have the race redone. This time using a spell to disable my magic. I actually was even faster and won the race well ahead of the competition, earning me first prize. I continued to do for a few years and I was recognized at the fastest unicorn alive! Until one race when someone jostled me so hard that I crashed and broke both my hind legs. The coach immediately dismissed me from that team without even seeing if I could recover. After that, my spotlight as a pony racer was done. It was a shame too...considering I fully recovered and I'm slowly approaching speeds that could make a sonic rainboom. I took a huge step backwards in socializing and making new friends after that, sticking to my studies with Twilight. Yet I know I wasn't the one who quit and my friends knew that too. Except for Twilight, who never showed up for any of my races. Despite being less social, I still made time for the other girls, at least kept myself in shape despite vowing to never join a sporting again ever again.

Despite the setback, I put more effort in actually trying to get Twilight out of her books so we could have some fun together. Yes, everypony, I still liked her and my crush on her continued to grow. I admit it. I was in love. But unlike most boys my age, I learned long ago that so called macho and tough guy attitude doesn't work. So I did the next best thing...be her friend. I stuck by Twilight whenever she needed a friend and she always seemed to be grateful, but our "friendship" never really grew. She just seemed as distant as ever, clueless to my feelings for her.

Now we're literally young adults continuing our studies under Princess Celestia and things don't really seem that much different. We've all grown up so some extent. However, I still am very small for a young colt. Aside from my male stature, I'm no bigger than most of the full grown mares that we still kept in touch with. Things hadn't changed much between me and Twilight either. The rest of our group had put less effort in trying to get her have some fun since she was always turning them down. I was beginning to wonder if sticking with her was even worth it. My feelings were her were very strong. I just couldn't give up yet. After all, if I give up in her, she wouldn't have a friend anymore. (She even questioned me that I only stayed because Celestia told me so. I made sure to diffuse that accusation. I stayed because I looo...uhh...liked her.)

Something had to give. Something that would finally get her nose out of the books so we could actually be good friends and see where thing would go.

Who knew that opportunity would come sooner than expected...

Here it is! The start of my second ever fanfiction.

Based on the comments from "Animal Crossing Adventures" it appears that I can capture the characters of main six rather well. So...guess it's time to make a MyLittlePony fanfiction story.

Now let's get some things out of the way.

This fanfiction will follow the main Friendship is Magic story line as close as possible. My OC is only meant to enhance the adventure. Like anyone who watches the show and actually feels part of the adventure. Sometimes he'll take center stage, other times he'll be like a background pony. He won't need to be involved in all the stories, but he can have opinions about what is going on. I do plan on rewriting and trying to some extent to novelize the episodes. There might even be bonus scenes if necessary.

My OC will be a blend of Super Mario, Sonic, and few others, but he is no crossover characters. Unless some actually wants to see a particular power-up during any story. I don't plan to use them. Well there maybe one or two, but this is an MLP story.

He won't be as depressing as the characters were in my previous pic. He'll be dramatic when necessary, but he's also supposed to be funny and sarcastic. He's also the only boy of the group so you can expect that sort of dynamic when he interacts with the main six.

And let's just settle this right away. He is a jack of all trades type of pony. If he just pops out of the blue with an expert skill. That is just who he is...and why he has his star cutie mark.

Friendship is Magic is meant to be K, but for the sake of his romantic interest I'm putting K10 to be safe. But no worries. It won't be anything beyond what most fans saw between Big Mac and Sugar Belle. (I'm neutral to the shipping wars. I'm just happy he's got a special somepony.)

And to avoid any issues like with my first story. If you want to post a review, please be nice okay. If I deem your review to be non-constructive, it will be removed.

Okay. Now that is out of the way. As Twilight would say: "Let's do this!"

Magic of Friendship Part 1

Pony's Log number 101: What started as a rather simple assignment would change my life forever...

Mario: "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 their 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. The elder sister took on responsibility for both..."

"...sun and moon..." Twilight continued, cutting him off.

"Hey...I was..."

"...and harmony had been maintained for generations since," Twilight finished, not noticing she had cut Mario off again, "Hmm...the elements of Harmony. I know I've heard of those before...but where?" Twilight continued to ponder about it while Mario just sighed in defeat while he sat next to her.

"I have a feeling we will both find out..." he said to himself.

[theme song]

It wasn't much longer before Twilight and Mario began to head back to Twilight's home observatory. While many teased that Mario and Twilight shared a home there. They didn't, but Mario did work late into the light doing research projects with her so he could get why they said that. It was then Twinkleshine, Minuette, and Lemon Heart arrived on the same road.

"There you are, Twilight! Mario!" Twinkleshine called out cheerfully, "Moon Dancer is having a little get together at the west castle courtyard. Wanna come?" Mario smiled. He had known about Moon Dancer's little party for a few days.

"We'll be there for sure," said Mario, for he had promised to get Twilight there one way or another, "I can't..."

"Oh sorry, girls," Twilight replied gently, "I've got a lot of studying to catch on. Plus Mario and I are busy today." Mario went agape. This was the first time he was hearing this when Twilight dashed away.

"Could you excuse...could you excuse me please?" Mario replied to the stunned girls sheepishly before dashing after Twilight, "Twi...Twi. Twi!" The other girls just looked indignant as they watched both unicorns disappear.

"Does that pony do anything except study?" Twinkleshine remarked with a sigh, "I think she's more interested in books than friends."

"How does Mario put up with her?" Lemon Heart added. The other two unicorns just shrugged. Twilight was just busy dashing about the courtyard ground at high speed with Mario following close behind. They had just crossed a bridge when Lyra waved at Twilight, but she zipped by. Mario slowed down.

"Hey Lyra," said Mario, "Sorry can't talk. Need to stop Twilight from skipping another party. See ya!" Mario then took at night, speed, making her and the pony next to her feel a huge gust of wind from the table. It wasn't long before he had caught up with Twilight and he was not happy.

"Twilight Sparkle, we need to..."

"I know I've heard the Elements of Harmony," she said aloud as Mario rolled his eyes as they continued to run back towards a tall golden tower that represented her home and research lab.

"Will you listen to me?" he bellowed, but his words fell on deaf ears as they arrived back at the entrance. Since Twilight was so determined to find what she was looking for, she didn't know until it was too late that Spike was making his way out of the house with a package in his claws. and bashed him right out of the way.

"Ow!" Spike groaned as Mario helped him to his feet.

"Spike! Spi-ike! Spike?" Twilight called out as the climbed up the steps the research part of her home, not even realizing she had almost run him over. Spike only groaned.

"Down here!" Mario called out, letting his frustration out as he said it.

"There you are!" Twilight called out, "quick, find me that old copy of Predictions and Prophecies." She then noticed the bashed package stuck to the end of his tail.

"What's that for?" she asked.

"It was a gift for Moon Dancer, but..." Spike then yelped as the gift was set aside.

"Oh Spike, you know we don't have time for that sort of thing," Twilight pointed out.

"But we're on a break!" Spike protested.

"You promised us a day off!" Mario added, "You and I were supposed to..." He noticed she wasn't even listening to her. "...go to this party together...as my date." The last part was too soft for anyone to notice as Twilight pulled out multiple books with her horn and began reading the titles.

"No, no, no...no, no, no!" She grunted, "Spike!" Spike just sighed as he effortlessly headed towards another tall ladder and headed towards another book shelf and grabbed the book with ease.

"It's over here!" Spike called out with the book in his arms and the book and the dragon were pulled towards Twilight. Mario tried to catch Spike but was a little late. And got several books to the head as Twilight released her magic on them.

"Ah! Elements, Elements..." Twilight said aloud to herself as she searched the pages, "E...E...E...Aha! Elements of Harmony, see: Mare in the Moon?" Spike and Mario just sighed. Not only was their day off ruined, but they were left cleaning up Twilight's tossed books. It hadn't been the first time she did that either.

"Mare in the Moon?" Spike pondered as he and Mario put the books back in their proper place, "But that's just an old ponies' tale."

"That's not what Mom told me..." Mario added as he placed another books into the shelf.

"Mare...mare...aha!" Twilight exclaimed as she found what she was looking for, "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!" Twilight gasped.

"Spike, Mario! Do you know what this means?" Twilight asked. Spike was fighting not to lose balance of the ladder as it wobbled dangerously. Mario tried to keep it steady, but the number of books and Spike wobbling made doing so more difficult.

"No...whoa! OW!" Spike tumbled once more, but this time Twilight caught him with ease. Mario just looked to see he was alright before looking rather glum at Twilight.

"We're not going to Moon Dancer's party are we?" he asked in a bored tone.

"Take a note please, to the Princess," Twilight asked.

"Okie dokie," said Spike as he grabbed a quill and some paper. hopped off Twilight's back and got ready to write. Spike he gotten good at writing as fast as Twilight could speak. While Mario could do the same, his penmanship was rather...subpar.

"My dearest teacher," Twilight began as she paced about the room, "My continuing studies of pony magic have led me to discover that we are on the precipice of disaster!"

"Hold on," said Spike, while he was a fast writer, sometimes Twilight would use words a bit too...complex for his caliber, "Preci...preci..."

"Threshold," Twilight proposed instead.

"Threh..."

"Mario help him out!" Twilight asked annoyed.

"Sorry, but you know I only scrapped by with a A- in spelling," Mario pointed out. He was good at multiple things, but he had acknowledged by now he wasn't good at everything.

"Uh brink?" Twilight proposed. Spike was still struggling until Twilight grunted impatiently, "Ugh, that something really bad is about to happen! 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 that this terrible prophecy does not come true. I await your quick response. Your faithful student..."

"Ahem" Mario coughed. While Twilight had done more work on this particular research project, she always seemed to forget crediting him for everything else they had done together. He could only forego being left out so many times and this was it.

"Fine...faithful students, Twilight Sparkle and Mario Star," Twilight added with an eye roll as she started out her large glass window wall.

"Twilight Sparkle and Mario Star," Spike replied slowly, "Got it!"

"Great! Send it!" Twilight replied excitedly.

"Now?"

"Of course!"

Spike was about to send it when he realized something.

"Uh, I dunno, Twilight," Spike replied as he held the letter in his claw, "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," Twilight pointed out as she got into his face, "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..."

"Important!" Twilight bellowed.

"Whoa!" Spike exclaimed as he tumbled backwards into a bookshelf. Mario tried to catch him but ended up getting shoved back himself.

"Take it easy Twilight," said Mario, "Let's just calm down and think this through for a second..."

"NOW!"

"Okay, okay!" Spike retorted as he blew a green flame over the letter and it magically disappeared, "There, it's on its way. But I wouldn't hold your breath..."

"Oh, I'm not worried, Spike," Twilight replied confidently, "The Princess trusts me completely. In all the years she's been my...er, Mario and I's...mentor, she's never once doubted me...unlike someone I know..." Mario looked hurt.

"Hey, I do trust you," Mario replied gently as he walked up to her, "I trust you with my life Twilight. I just think you spend too much time reading dusty old books. There's more to life than just studying all the time. Look at me for example! I can do more than just study you know."

"True, you can do alot of different things," said Spike, "plus your agile, can jump super high, and you did become the fastest pony alive."

"Until his accident cost him everything and he had to focus on his studies," Twilight added, "which were more important than fame and fortune."

"Oh you had to bring that up didn't you?" Mario retorted, clearly offended, "And if you recall, despite never getting to get back on the track I beat the odds and now I'm getting closer to running faster than the speed of..."

"BLECH!" Spike let out a loud belch and another letter magically appeared before them.

"See?" Twilight replied with a smile, "I knew she would want to take immediately action." Mario just mocked her sentence silently as Spike opened up the letter.

"My dearest, most faithful students, Twilight and Mario," Spike read as he cleared his throat, "You know that I value your diligence and that I trust you completely..."

"Mm-hm!" Twilight nodded smugly as Mario rolled his eyes and stood next to her.

"...but you simply must stop reading those dusty old books!" Spike finished. Twilight gasped and Mario chuckled to himself.

"Called it," he said proudly.

"Uhh, Mario...she meant the both of you," Spike added. Twilight gave him a smirk that said "you wanted to be included in this letter". Mario just grumbled to himself. Soon enough they were on a flying chariot being pulled by two strong royal Pegasus pony guards. It was taking them towards their mission above the clouds. Mario just enjoyed the ride while Twilight continued to pout against the edge of the chariot.

"My dear Twilight and Mario," Spike continued as he read the letter over while they were on their way, "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. And, I have an even more essential task for you to complete, especially Twilight: make some friends!" Twilight just sighed to herself. She was not looking forward to this mission at all. Especially the second half. Mario, was much more enthusiastic.

"Well, despite the circumstances," he said to Twilight, "I had always said we needed to get out of Canterlot together. This will be a nice change."

"True," Spike added, "Look on the bright side, Twilight. The Princess arranged for you to stay in a library. Doesn't that make you happy?"

"Yes, yes it does," said Twilight, now smiling, "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."

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

"Yeah Twilight," Mario added, "Don't get me wrong. I'll help you anyway I can. You're not the only one whose sensing trouble, but I would like to have the time to make some friends."

"She said to check on the preparations," Twilight retorted as they began to descend into what appeared to be an open street in the town of Ponyville, "I'm her student, and I'll do my royal duty, but the fate of Equestria does not rest on me, or us, making friends."

"How do you know that?" Mario asked before hearing the two royal guards give a horse-like whinnying.

"Thanks you sirs," Twilight replied.

"I left some bits for you two in the chariot," said Mario, "Thanks for the smooth ride you guys." The two horses huffed in appreciation as the three friends began to scan about the town. It was just then a particular pink pony with cotton candy style hair and tail walked up to them.

"Maybe the ponies in Ponyville have interesting things to talk about," said Spike, "Come on, Twilight, just try!"

"Go on," Mario added, "Someone came to see us!" Twilight noticed the pink pony and tried her best to smile.

"Um...hello?" she said slowly.

"Who are you?" Mario asked, despite feeling a little shy himself.

"GASP!" the pink pony exclaimed before zipping away at top speed. If Twilight and Mario hadn't ducked, she would have collided with their heads, and taken them with her.

"Well that was interesting all right," said Twilight unamused.

"Random too," Mario added. Spike just sighed as he pulled out a long checklist.

"Summer Sun Celebration official overseer's checklist," Spike read aloud, "Number one, banquet preparations: Sweet Apple Acres."

"Heehaw!" shouted a orange pony with blonde hair that hair both her hair and tail tied into ponytails. She also had a brown stenson hat on her head and was knocking apples down a tree by bucking the tree with her back legs.

"Wow," said Mario, clearly impressed.

"Let's get this over with," said Twilight with a sigh as they made their way towards the orange pony, "Good afternoon. My name is Twilight Sparkle-"Twilight was soon caught off guard as the orange pony began to roughly shake her hoof.

"Well, howdy-doo, Miss Twilight," said the orange pony with a thick country accent, "a pleasure makin' your acquaintance. I'm Applejack. We here at Sweet Apple Acres sure do like making new friends!"

"My name is Mario Star," Mario added, trying to introduce himself, "and..."

"Friend?" Twilight replied, cutting Mario off, "Actually, I...er...we..."

"So, what can I do you two for?" Applejack asked, not missing a beat or the nervousness in both Mario and Twilight. Poor Twilight's hoof was still shaking about and Spike and Mario had to grab it to make it stop. Spike just snickered until Twilight glared at him and cleared her throat.

"Well, we are in fact here to supervise preparations for the Summer Sun Celebration," Twilight explained.

"And you're in charge of the food?" Mario finished, tired of being cut off and wanted a word edgewise.

"We sure as sugar are!" said Applejack proudly, "Would you care to sample some?"

"Sure," said Mario, feeling his shyness return.

"As long as it doesn't take too long," Twilight added, getting a glare from Mario until they both heard a triangle start ringing.

"Soup's on, everypony!" Applejack called out and then a loud thumping was heard and they were wisked away by what felt like a huge mass of ponies and brought before a round table with a green checkered colored cloth. The three felt rather frazzled until Applejack sat nearby.

"Now why don't I introduce y'all to the Apple Family?" Applejack proposed.

"Thanks, but I really need to hurry-"

"This here is Apple Fritter," Applejack began, cutting off Twilight as one by one, each introduced family member brought a apple treat to the table, "Apple Bumpkin, Red Gala, Red Delicous, Golden Delicious, Caramel Apple, Apple Strudel, Apple Tart, Baked Apples, Apple Brioche, Apple Cinnamon Crisp..." Applejack took a deep breath to regain some air. "...Big Macintosh, Apple Bloom, and Granny Smith. Up'n'attem, Granny Smith, we got guests." An elderly pony soon woke from her slumber with a loud snort.

"Wha...? Soup's on?" she retorted, "I'm up, and here I come, ah'm comin'..." Applejack looked about the family as they surrounded the three. During the intros, Applejack has shoved a green apple into Twilight's mouth.

"Why, I'd say you're already part of the family!" said Applejack happily. Mario felt a little emotional.

Must be nice to have such a huge family, he thought, I wish I had a family this big. Why do I feel like fit in with them? Must be that country hospitality I read up on a few years ago. His thoughts were interrupted when Twilight spat out the chewed up apple out of her mouth and gave a nervous laugh.

"Okay, well," she replied slowly, "I can see the food situation has been handled. So we'll be on our way..." She had turned to leave when a small yellow filly with a red mane and big pink bow walked shyly up to her. Mario had remembered her name was Apple Bloom.

"Aren't you gonna stay for brunch?" Apple Bloom asked quietly as she gave Twilight and Mario puppy dog eyes.

"Can you really say no to that face?" said Mario. He honestly didn't want to leave.

"Sorry," said Twilight, trying to minimize damage, "but we have an awful lot to do..." Everyone gave a long disappointed sigh, even Mario.

"...Fine," Twilight conceded and the Apple family, and Mario, cheered. It was a couple of hours later they finally left. Spike and Mario felt very satisfied.

"Food's all taken care of," said Spike, "next is the weather."

"Indeed, that feast was awesome," said Mario, "If I didn't love apples before, I sure do now!"

"Ugh..." Twilight groaned, her belly now visible, "I ate too much pie..."

"I told you," Mario pointed out, "Sampling means taking small amounts of everything. Not devouring everything shoved at you, but did you listen to me! No!" Twilight just grunted angrily as Mario smirked and they kept moving.

"Hmm, there's supposed to be a Pegasus pony named Rainbow Dash clearing the clouds," Spike pointed out as a few clouds hung around the sky.

"Well, she's not doing a very good job, is she?" Twilight pointed out. Suddenly, a blue Pegasus pony with rainbow mane and tail came crashing down on both Mario and Twilight. The impact sent them both flying into a giant patch of mud.

"Nng" Twilight replied as she was coated in mud.

"MMF!" Mario added angrily, coated just as badly too. The blue pony just laughed sheepishly.

"Uh, 'scuse me?" she replied with more sheepish laughter as she hovered about.

"Nnnn," said Mario and Twilight together with a death glare. The blue pony just laughed.

"Lemme help you," said the blue pony as she grabbed a nearby rain cloud and had it downpour on the two of them, leaving them soaked. She laughed sheepishly once more.

"Oops, I guess I overdid it," she remarked from above the cloud.

"Ya think?" Mario retorted, "if I wanted water dumped at me, I bet I could just walk through the door of my home and get a bucket of it there!" Keep in mind that Mario was a nerd in school so he was victim of this joke at least once. The pony laughed.

"That prank is a classic!" she answered and remembered about drying them off, "Um, uh, how about this? My very own patented Rain-Bow Dry!" She created a large wind tunnel around the two unicorns to dry out them both off, but it worked a little too well. While they were now dry, both their manes and tails now frizzy and poofy. Mario looked like a disco pony and Twilight wasn't any better.

"Don't thank me," the blue pony replied before looking at the two, "You're quite welcome." But the sight was too much and both her and Spike burst out laughing onto their backs. Mario and Twilight just glared.

"Let me guess," Twilight retorted, "You're Rainbow Dash."

"The one and only," she replied with cockiness as she got up, knocking Spike away, "Why, you heard of me?"

"I heard you were supposed to be keeping the sky clear," Twilight remarked with a sigh, "I'm Twilight Sparkle and this here is Mario Star, and the Princess sent us to check on the weather."

"Yeah, yeah, that'll be a snap," said Rainbow Dash, waving her off as she got comfortable on a cloud above them, "I'll do it in a jiffy. Just as soon as I'm done practicing."

"Practicing for what?" Twilight asked.

"Crashing into other ponies and messing up their manes?" Mario asked under his breath as he brushed his to get the puffiness out, Rainbow seemed to have ignored him.

"The Wonderbolts," said Rainbow Dash excitedly as she pointed towards a nearby poster, "They're gonna perform at the Celebration tomorrow, and I'm gonna show 'em my stuff!"

"Good luck with that," said Mario. He actually knew a pony who had made the Wonderbolts Academy, but he had promised not to say anything.

"The...Wonderbolts?" Twilight asked with a smirk.

"Yep!" Rainbow Dash replied.

"The most talented flyers in all of Equestria?" Twilight added.

"That's them!"

"Pfft! Please!" Twilight retorted, "They'd never accept a Pegasus who can't even keep the sky clear for one measly day!"

"Or send ponies into the mud!" Mario added.

"Hey, I could clear this sky in ten seconds flat!" Rainbow retorted.

"Prove it!" Twilight and Mario challenged. Rainbow then zoomed high into the sky, taking care of the remaining clouds in rapid session. While Mario didn't want to admit it, he was impressed. Twilight was agape as Rainbow returned with a whoosh.

"Loop-de-loop around, and wham!" said Rainbow Dash as she finished up, "What'd I say? Ten. Seconds. Flat. I'd never leave Ponyville hanging." Twilight, Mario, and Spike just stared with their jaws dropped. She began to laugh at their shock.

"You should see the look on your face," she laughed as flew around them, "Ha! You're a laugh, Twilight Sparkle. You too Mario Star! I can't wait to hang out some more."

"Cool," said Mario once he shook off his shock as Rainbow dash zoomed away.

"Wow, she's amazing!" said Spike with a laugh.

"I know right," Mario added, "Finally someone who can actually keep up with me on a run." That was when Spike started playing with Twilight's still puffy mane.

"Rrgh!" Twilight growled when she realized her mane was still a mess and Rainbow Dash has outsmarted her and stomped away.

"Wait!" Spike called out as he and Mario went after her, "it's kinda pretty once you get used to it!"

"Yeah Twilight," said Mario, "I frizzy mane doesn't mean you don't look beautiful." Twilight glared as Mario felt a light blush hit his face. He didn't use that adjective too often with Twilight and her glare made him even more insecure for saying it.

"I meant that," he said softly. Twilight just said nothing and they headed into a large building with a round dome. It was apparently supposed to be where the main ceremony would take place.

"Decorations. Beautiful..." said Spike in awe.

"Indeed," said Mario as he finished fixing his mane.

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

"Not the decor," said Spike, clearly dazed, "her!" Mario and Twilight looked ahead and there before them was a marshmallow colored unicorn with beautifully curled dark purple mane and tail. She was apparently deep in thought as she shuffled through some ribbons with her magic.

"No, no, no, oh!" she exclaimed, "Goodness no."

"How are my spines?" Spike asked worried, "Are they straight?"

"You're fine, little buddy," said Mario. Twilight just rolled her eyes and stepped forward.

"Good afternoon-" Twilight tried to address the other unicorn, but she seemed to be focused on something.

"Just a moment, please!" the unicorn replied as she continued working on the decorations, "I'm in the zone, as it were. On yes! Sparkle always does the trick, does it not? Why, Rarity, you are a talent. Now, um, how can I help yo-AAAH! On my stars, darling! Whatever happened to your coiffure?!" Twilight looked puzzled until she looked up. Mario's eyes had already looked at her mane when Rarity said that. He had studied French.

"Oh, you mean my mane?" Twilight clarified, "Well, it's a long story. I'm just here to check on the decorations, and then I'll be out of your hair!"

"Hey at least me introduce..."

"Out of my hair?" Rarity exclaimed, unintentionally cutting Mario off, "What about your hair?" Rarity then began pushing Twilight out of the building from behind.

"Wait! Where are we going?! Help!" Twilight called out. Mario just walked alongside and Spike was too mesmerized to be of help.

"I think she's taking us to that building over there," Mario pointed out, "Looks like a carousel."

"That would be right dear," said Rarity and then realized something as she pushed Twilight along, "I'm afraid I didn't catch your name."

"Mario Star, Miss Rarity," said Mario, glad to get an intro.

"Well very nice to meet you," said Rarity, "ah, we're here!" It wasn't long before Twilight was standing in the middle of what was clearly a clothing boutique. Mario had been in plenty of such boutiques when the other girl would drag him shopping on the weekends. (You could guess who carried the bags.) But this particular boutique had a certain charm to it as Mario looked around while Rarity was shuffling different outfit on Twilight.

"No, no, uh-huh," Rarity said to herself, "Too green. Too yellow. Too poofy. Not poofy enough. Too frilly. Too...shiny..."

"Yeah, considering how bright the sun is, what good is a dress that blinds everyone who looks at you," said Mario.

"Mario!" Twilight sneered.

"What?" Mario asked innocently, "When you hang out with Lemon Heart alot, you learn a thing or two about couture." It was just then Twilight was put into some sort of cyan colored dress that had a large emerald on the front and Rarity began to ties the back straps by roughly pulled them against Twilight's chest.

"Now go on, my dears," she continued, "You were telling me where you're both from."

"I've...that is we...were being sent," Twilight strained since the dress was a little tight on her from the tugging, "...from Canterlot...to-"

"Huh?" Rarity exclaimed as she let go of the straps and Twilght tumbled forward, "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 held her close, making Twilight uncomfortable when she noticed the broach on the dress, "Emeralds?! What was I thinking? Let me get you some rubies!" Rarity dashed away. Twilight used a nearby screen to remove the dress.

"Quick! Before she decides to dye my coat a new color!" Twilight called out. Spike was too dazed but somehow used his smitten feelings to hover with his tail as Twilight scooped him up and dashed away. Mario was still in deep thought.

"Rubies might actually work with Twilight, especially if they are more pink then red," he pondered aloud, "I personally might consider maybe some amethysts...WHOA!" Mario's thought was interrupted as Twilight grabbed him and they were out of sight.

"Wasn't she wonderful?" Spike asked out of the blue, clearly the purple dragon had been smitten.

"Focus Casanova," Twilight joked sarcastically, "What's next on the list?" Spike quickly recomposed himself and checked the list.

"Oh, uh, music!" he answered, "It's the last one!" It was just they heard a multitude of birds singing as they were all gathered into a large tree nearby. They apparently were being conducted by a yellow Pegasus with soft pink mane and tail. Something then caught her attention.

"Oh my," she said in a very soft tone, "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-"

"Hello!" Twilight called out with the worst timing possible. As all the birds were startled and few away. Even the yellow Pegasus gave a frightened yelp as well. Twilight soon realized her mistake.

"Oh my, I'm so sorry," Twilight apologized, "I didn't meant to frighten your birds. We're just here to check up on the music and it's sounding beautiful." The yellow Pegasus said nothing, but looked away shyly, rubbing a hoof on the ground. Mario couldn't resist a smile.

"I'm Twilight Sparkle," she continued, "and this is Mario Star." Still nothing was said but she seemed even more shy.

"What's your name?" Twilight asked, trying to be friendly.

"Um...I'm Fluttershy," the Pegasus replied in a voice so quiet that Mario was surprised he actually her the name. Yet the name fit her perfectly.

"I'm sorry, what was that?" Twilight asked, unable to hear it.

"Um...My name is Fluttershy," she replied again, but she was even softer.

"Didn't quite catch that," Twilight added, feeling more awkward.

"She said Fluttershy!" Mario pointed out. Fluttershy just squeaked as the rest of the birds had returned to the tree.

"Well, um, it looks like your birds are back," Twilight remarked before Mario could apologize since he felt his outburst made her squeak, "So I guess everything's in order. Keep up the good work." Fluttershy only squeaked again. This time Mario knew he had startled her.

"Oookay..." Twilight replied uneasily as she turned to Spike and Mario, "Well, that was easy." That was when Spike appears and Fluttershy instantly turned around.

"A baby dragon!" Fluttershy exclaimed in a tone that, while still soft, was now clearly audible, as she bucked Twilight out of the way, "Oh, I've never seen a baby dragon before. He's sooo cute!"

"Well, well, well...!" Spike replied with a smile. as Twilight glared at being pushed and Mario helped her up.

"Oh my, he talks!" Fluttershy exclaimed again, "I didn't know dragons could talk. That's just so incredibly wonderful, I, I just don't even know what to say!" That was when Twilight used her magic to scoop up Spike onto her back and started walking.

"Well, in that case, we'd better be going," said Twilight and started walking back to town to find the library.

"Wait, wait! What's his name?" Fluttershy asked.

"I'm Spike, "he replied.

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

"Well, what do you wanna know?" he asked.

"Absolutely everything," Fluttershy replied. Twilight just groaned and continued her way towards the library.

"Well...I started out as a cute little purple and green egg..." Spike began. It was sunset and the two were still in conversation, making Twilight's mood even more sour. Mario stayed behind the hear the conversation, even putting his two cents once in a while. Fluttershy just listened attentively.

"...and that's the story of my whole entire life!" Spike concluded as they arrived in front of a grand oak tree that marked the town's library, "Do you wanna hear about today?"

"Oh, yes, please?" Fluttershy replied happily, but then Spike was startled when Twilight did a fast one eighty.

"I'm so sorry, how did we get here so fast?" Twilight said plainly, "This is where I'm staying while in Ponyville and my poor baby dragon need his sleep." If you're wondering where Mario lives, he had been given one of the nearby houses closest to the great oak

"No I don't...whoa!" Spike was taken aback again as Twilight sent him flying off her back and into the ground with a thud.

"Aww, wook at dat," Twilight said in baby talk, "He's so sweepy, he can't even keep his widdle bawance!" Mario was rolling his eyes, Spike glared, but Fluttershy actually believed Twilight.

"Poor thing," she replied as she scooped him up baby style, "you simply must get into bed..." Fluttershy opened the door to take him in but Twilight interrepted her and shoved her out. Mario just watched her shoved the shy Pegasus out in shock.

"Yes, yes," Twilight replied quickly, "we'll get right on that. Well, g-night!" Twilight then pulled Mario inside and slammed the door.

"Huh. Rude much?" Spike pointed out with a death glare.

"I'll say," Mario added, showing her a bitter look himself despite it being pitch dark inside.

"Sorry Spike, Mario, but I have to convince the Princess that Nightmare Moon is coming, and we're running out of time!" Twilight replied.

"You've already notified her Twi," said Mario, "We still have a mission!"

"Right," Twilight added, "I just need to be alone so I can study with a bunch of crazy ponies trying to make friends all the time. Now, where's the light?" Mario was about to stay that making friend was their mission, when the lights turned on and they found themselves surrounded by numerous ponies. The place has also been decorated. They all jumped as a honk went off

"SURPRISE!" the ponies all shouted and someone blew a kazoo. Twilight just groaned while Spike and Mario were still in shock.

"Surprise!" shouted the pink pony that had seen take off earlier that day, "Hi, I'm Pinkie Pie, and I threw this party just for you! Were you surprised? Were ya? Were ya! Huh-huh-huh?" Mario gave her a funny look.

Looks like somepony had her fair share of sugar today... he thought to himself.

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

"Well that's silly!" Pinkie Pie answered, "What kind of welcome party would this be if it were quiet? I mean, duh, bo-ring! Y'see, I saw you when you two first got here, remember? You were all "hello" and I was all (GASP), remember? Y'see I've never saw you two before and if I've never saw you before that meant that you're both new, 'cause I know everypony, and I mean everypony in Ponyville!" Mario suddenly felt goosebumps along his spine.

"O-kay..." he said uneasily. Twilight just groaned and headed towards a table that had some cups and sodas on it for a drink.

"And if you're new," Pinkie Pie continued, "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 than you must be lonely, and that made me so sad, then I had an idea, and that's why I went (GASP)! I must throw you a great big ginormous super-duper spectacular welcome party and invite everyone in Ponyville! See? And now you have lots and lots of friends!" While Mario had a hard time keeping track of what Pinkie Pie was saying. He soon noticed that five other girls had appeared before them. They had been the ponies he and Twilight had met today. Twilight seemed to have tuned her out and was sipping her drink when suddenly she lifted her head, turned around, and her cheeks were puffed out and her face went deep red.

"Are you all right, sugarcube?" Applejack asked. Twilight said nothing and flame erupted out of both her mane, tail, and her mouth before she rushed upstairs. Once the flames had fizzled out, she dashed upstairs without another word.

"Aww, she's so happy, she's crying!" Pinkie Pie exclaimed. Mario rolled his eyes as Spike examined the soda bottle Twilight had drank from.

"Hot sauce" Spike read on the label and Mario blinked.

"What is Equestria is that doing with the sodas?" he asked. Just then Pinkie Pie dumped a large dollop of it on top of a cupcake and gobbled it up. Mario and the other's made faces.

"Ooh..." Pinkie Pie remarked as she ate it, "What? It's good!" Mario just made another face and sighed.

"If...you say so..." said Mario, suddenly losing his appetite as he looked up sadly at the staircase leading up to what was apparently Twilight's bedroom.

"You seem worried about her," said Rarity as she stood next to him, "Why not go check up on her?" Mario just looked at the stairs and sighed.

"Alright," said Mario, "but I don't know what good it will do..." The others five mares looked a bit puzzled until Mario a huge leap to the third tallest step and headed into the room. Rainbow Dash was stunned.

"Did you see him...that was awesome!" she exclaimed. It wasn't much longer before he reappeared and jumped from the top step back down to the floor with ease. The five just stared once more.

"Twilight's tired out from all the supervising and she just wants to...what?" he asked. He wasn't going to tell them that Twilight had blatantly refused to come back down and he had told her he was going to have fun at the party, which only got him a loud growl before he let her be.

Fine," Mario had told her, "Unlike you, I trust that Mom knows what she's doing about what you reported to her and we were supposed to be making friends, If you want to ignore that part of her message and sit in the dark. Be my guest. I'm going to do what Mom asked me to do: make some friends! I'll be downstairs if you need me." Mario's train of thought was interrupted when he noticed they were staring at him still.

"Umm...is...is there something in my teeth," said Mario, feeling very shy, "is my mane messed up again. I mean...did I say something wrong? I must have I mean...why else are you looking at me funny and..." He was interrupted by a small giggle. He noticed that it was from the Fluttershy.

"You seen to have issues being shy like I do," said Fluttershy.

"Yeah...I...do..." said Mario, rubbing a hoof against the floor, "it usually takes me awhile to open up sometimes..." This was not always the case, but being the center of attention always made him feel shy. Those races had helped until the accident and he began to stay with Twilight and keep to himself more. When it came to opening up, he was rusty.

"Well to answer your question," said Applejack, "We wanna know how you did the huge jump."

"Yeah, I've never seen a non-pegasi pony jump that high," said Rainbow.

"Are you kidding? I jump higher than that all the time," Pinkie Pie added, "we should totally have a huge jumpin contest. We can see who can go higher and higher and higher until we literally reach the moon, maybe the sun, and maybe even..." Mario began to cower back a bit as Pinkie continued to ramble until Applejack put a hoof in the girl's mouth.

"Easy there," said Applejack, "Why don't you tell us more about yourself, sugercube?"

"Me?" he repeated, "Well...s-sure...I've...I don't think I've ever talked about myself...unless you include an essay in magic school..."

"Well, is it exciting?" Rainbow Dash question.

"Well, there's the fact Princess Celestia took me in after I was buried alive under a building and the fact I used to be horse racing champion..."

"GASP! You are buried under a building!" Rarity exclaimed in shock. Fluttershy covered her hoofs in shock as well.

"You were a racing champion..." said Rainbow Dash and then paused, "Wait...no way...were you...were you who they called the Flying Unicorn?"

"That's me," said Mario.

"Oh Wow!"

"That is super-duper amazing!"

"Tell me more!"

"Um...yes, please do!" Mario just smiled as he began to share some of his past with them. He did his best to make things interesting and they seemed intrigued so Mario felt better. He did try to stay brief about having no family until Princess Celestia (which Applejack gave him the most sympathy) and the big accident (which earned him a friendly hoof jab and a challenge to a race from Rainbow Dash). While he said nothing about his crush on Twilight, the way he kept looking at her bedroom door pretty much gave it away (Well Rarity figured it out and Pinkie literally talked his ear off about romantic dates). Either way, he was enjoying himself. It was well into the night when he and Spike finally decided to see Twilight. Twilight was just groaned form all the noise and music downstairs as she had buried her head underneath a large pillow on her bed.

"Hey Twilight!" Spike called out, wearing a nightshade on his head, "Pinkie Pie's starting "pin the tail on the pony"! Wanna Play?"

"Yeah, come on down and have some fun," said Mario, "I got to do a singing duet with Rarity, try out some awesome candy from this mare named Bon Bon, and I just won my first dancing contest! And I won the limbo by being able to stay exactly one inch from the ground leaning back. Though it was kind of sad that they had to finally pin Rainbow Dash down because she kept demanding a rematch when I beat her. Eeesh. Losing isn't the end of the world you know." That had to have sounded hypocritical since he hated losing too, but he ignored the feeling. Twilight was clearly irritated.

"NO!" Twilight barked, "All the ponies in this town are crazy! Do you know what time it is?!"

"It's the eve of the Summer Sun Celebration," Spike answered, "Everypony has to stay up, or they'll miss the Princess raise the sun! You should lighten up, Twilight. It's a party!" Twilight begins to mockingly imitate Spike, who just leaves. Mario stays behind.

"Twilight seriously, you are missing out on all the fun," said Mario, "Mom did say that we were to make some friends. I've made five already and there could be more since everyone seems to enjoy chatting with me and I'm having a great time. First time in my life I really feel like I fit in. I just might move here. I had hoped you would join me." Twilight said nothing.

"Twilight dwelling on this all night isn't going to make things right," said Mario, "just trust Mom okay. All we can do is just be on guard and take action when the time comes. Now come on down and have some fun like real friends do." Twilight still remained silent. Mario closed the door and looked at her sadly before joining the "pin the tail on the pony" game. Twilight just continued to stare at the ceiling hugging her pillow close.

"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!" She couldn't stop remembering what she had read. "Legend has it that on the longest day of the thousandth year, the stars will aid in her escape, and she was being about everlasting night."

"I hope the Princess was right...I hope it really is just an old pony tale..." Twilight said worried. It wasn't much longer before Spike arrived with Mario right behind him.

"C'mon, Twilight, it's time to watch the sunrise!" Spike called out. Twilight looked at the moon one last time before crawling off the bed and found Mario waiting for him. While he looked stern at first, he offered her a hoof. Twilight just stared before putting hers on top. Mario smiled and escorted her towards the main building for the ceremony. The building itself wasn't particularly large, but yet it fit everyone who wanted to see the sunrise with room to spare. Twilight was still worried as she stood next to Mario waiting for the ceremony to begin. That was when Pinkie Pie stood nearby.

"Isn't this exciting?" she asked out of the blue, "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 (GASP) but I mean really, who can top that?" Twilight just gave Mario a curious, but annoyed look.

"If you drank five bottles of soda and a bottle of hot sauce, you'd be hyper too," he whispered. Twilight just rolled her eyes when a cream colored mare with whitish man and tail and glasses appeared. She was known as the mayor of Ponyville, Mayor Mare. Mario had gotten to speak to her during the party. Fluttershy's birds did their intro song as she took the center stage.

"In just a few moments," she announced proudly, "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, and the bringer of harmony to all of Equestria..."

"Ready?" Fluttershy asked her birds, who simply nodded.

"...Princess Celestia!" Mayor Mare announced as a spotlight appeared where the Princess was supposed to appear and Rarity opened the curtains. But she wasn't there.

"Huh?" Rarity said in shock. The rest of the ponies chattered quietly and nervously in the background.

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

"Please tell me it was because Mom actually was handling our warning," Mario added nervously.

"Remain calm, everypony, there must be a reasonable explanation!" Mayor Mare replied, trying to settle everyone down.

"Ooh, ooh, I love guessing games!" Pinkie Pie exclaimed, "Is she hiding?"

"She's gone!" Rarity cried out and everyone gasped.

"Ooh, she's good!" Pinkie Pie remarked, but soon she yelped and everyone gasped once more as a dark clouded mist entered the hall. Everyone watched in fear as the mist slowly morphed into the shape of a large black ailcorn.

"Oh no..." said Twilight quietly in panic.

"Nightmare Moon!" Twilight and Mario said together. Spike was in so much shock he fainted, falling off his seat on Twilight's back. Nightmare Moon laughed menacingly at the ponies around her.

"Oh, my beloved subjects," she said in a bold voice, "It's been so long since I've seen your precious little sun-loving faces." Some ponies just looked at her fearfully.

"What did you do with our Princess?!" Rainbow Dash demanded angrily and tried to approach.

"Whoa there, Nelly..." said Applejack, her voice muffled as she held Rainbow Dash back by the tail. Nightmare Moon just chuckled.

"Why, am I not royal enough for you?" she asked angrily, "Don't you know who I am?" The dread silence and the blank look on everyone's faces showed that they clearly didn't. Even Mario felt very uncomfortable that nopony else minus him and Twilight knew.

"Ooh, ooh, more guessing games!" Pinkie remarked excitedly, "Um, Hokey Smokes! Hoe about...Queen Meanie! No! Black Snooty, Black Snooty..." Pinkie pie was soon shushed as a apple cupcake was shoved down her throat. Nightmare Moon was furious.

"Does my crown no longer count now that I have been imprisoned for a thousand years?" she demanded as she glared angrily as Fluttershy and then turned to Rarity, "Did you not recall the legend? Did you not see the signs?"

"We did," said Mario, stepping forward, followed by Twilight.

"And I know who you are," said Twilight, "You're the Mare on the Moon - Nightmare Moon!" All the other ponies gasped.

"Well, well, well," said Nightmare Moon, "Someponies who remember me. Then you two also know why I'm here."

"You're here to...to..." Twilight gulped. She had forgotten.

"Um...something about...eternal darkness?" Mario's memory felt a little fuzzy too. Nightmare Moon just chuckled in triumph.

"Remember this day, little ponies," Nightmare Moon declared, "for it was your last. For this moment forth, the night will last forever!" She laughed triumphantly, thunder clashing alongside her. Everyone, including Twilight and Mario just watched in pure horror.

To be continued...

(End Theme)

Well there's the first episode, or at least part 1 of it. Like I said additional content is meant to tie Mario as part of the mane 6...or should I say mane 7?

You'll have to keep reading to find out.

Peace Pony Fans!

The Magic of Friendship part 2

Pony's log number 102: Sometimes those you least expect end up being your key to victory.

(I won't be doing no "previously on MLP" for these two part episodes).

(theme song)

Nightmare Moon continued to laugh.

"Seize her!" Mayor Mare shouted, "Only she knows where the Princess is!" A group of several guard pegasi flew up to try and prevent Nightmare Moon from escaping.

"Stand back, you foals!" she laughed as she generated thunder bolts to knock back all the guards. Now Mario was angry.

"Hey, not cool!" he called out as he charged towards Nightmare Moon. Using the spin jump and jumping height to get high into the air. Using his magic, he thrust himself forward at high speed for an attack while still curled up. But Nightmare Moon easily swatted him away like a fly, sending him flying backwards, uncurling, and landed hard back at the ground with a thud. Mario was dazed as Nightmare Moon turned into a dark blue mist and easily slipped out of the building.

"Ergh!" Applejack groaned as she tried to hold Rainbow back, but the blue Pegasus had finally broken free, sending Applejack flying backwards as Rainbow tried to pursue, but the mist was far too fast for her and disappeared into the night.

"Come back here!" Rainbow panted and then realized what Nightmare Moon had said, "Nighttime? Forever?" It was just then Twilight dashed out of the building as fast as her hooves could take her. Mario, still woozy, wobbled out of the building soon afterward.

"Twi, wait for me!" he called out before curling back up into a ball and dashed away at high speed. Rainbow was rather stunned at Mario's move, but then remembered her train of thought.

"Where're they going?" she demanded from above, "They know something..." Meanwhile, Twilight had just arrived back at the library with Mario close behind her. She had already put Spike to bed.

"Uh...we gotta stop the Nightmare!..." Spike pointed out before he conked out again and was fast asleep. Twilight just smiled as she tucked Spike into his basket for the night.

"You've been up all night Spike," she pointed out as he continued to sleep, "You are a baby dragon after all." Once the light was off. She quickly started to search the library, tossing books around. Mario was still a bit stunned as what to do from his recent landing. He was a little annoyed Twilight didn't ask if he was alright. He did just launch himself at Nightmare Moon and got swatted back with a hard landing..

"Aside from a little landing on my...OW!" Mario retorted as a book hit him in the face, "I'm doing...OW...great! Thanks for OW...oh forget...YIPE!" Mario used his magic at the last moment to stop a another book from flying into his face again. Dropped it angrily and began looking for the book Twilight was desperately trying to find.

"Elements, Elements, elements..." Twilight said frantically, "Ugh! How can we stop Nightmare Moon without the Elements of Harmony? Mario can you..."

"And just what are the Elements of Harmony?" Rainbow demanded, pushing her face right into Twilight's and causing the unicorn to back up nervously, "And how do you and Mario know about Nightmare Moon, huh? Are you two spies? Whoa!" Rainbow was soon pulled back as Applejack appeared and tugged the blue Pegasus away by the tail. Mario looked indignant.

So much for being friends. Mario thought as Applejack let go of Rainbow's tail.

"Simmer down, Sally," she remarked, "She and Mario are no spies. But they sure knows what's going on. Don't you, Twilight? Mario?" Fluttershy, Pinkie Pie, and Rarity had arrived close behind. They clearly had the same train of thought on their faces. Twilight just looked at them before answering as Mario stood next to her.

"I read all about the prediction of Nightmare Moon," Twilight explained, "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!" Pinkie just walked over to nearby shelf.

"Elements of Harmony: A Reference Guide," she read aloud as Twilight zipped over and pushed her out of the way.

"How did you find that?!" she asked.

"It was under "E"," she said in a sing sang voice. Mario slapped a hoof over his face and Twilight felt rather silly as well.

"Oh," she remarked and recomposed herself before reading it, "There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honestly, and Loyalty. The sixth is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters." It was during this time that mysterious black mist had returned and was watching the seven ponies outside the window before zipping away. "It is located in what is now-"

"The Everfree Forest!" they all said together with much dread as they heard a very ominous music rush through its dark marsh.

"Whee! Let's go!" Pinkie Pie said eagerly and bounced forward.

"Not so fast," Twilight as she stopped her, "Look, I appreciate the offer, but...Mario and I can handle this alone..."

"No we can't," Mario mouthed but she couldn't see him say it.

"No can do, sugarcube," said Applejack firmly, "We sure ain't lettin' any friends of ours go into that creepy place alone. We're sticking to you two like caramel on a candy apple." The rest of the girls gave an agreed "hmph" as they ventured forward minus Pinkie Pie.

"Especially if there's candy apples in there," said Pinkie Pie, earning some stares by Twilight and Mario, "What? Those things are good." Twilight just sighed as Mario stifled a chuckle. They soon made their way inside as Twilight and Mario followed close behind.

"So...are you okay?" said Twilight, "Sorry I didn't ask earlier. Just...overwhelmed with all of this." Mario just hummed.

"I'm fine," said Mario, "I've had worse. But I wanted to tell you that I read some more about the elements in that book and discovered something."

"What is it?" Twilight asked curiously.

"I read a passage in that book that said: When the sixth element is revealed, a special element can appear that is a combination of the other six. It serves as the controller that bounds the power of the six elements together. But nobody, not even the royal sisters, have ever uncovered this...Seventh Element...as it seems. What do you think it means?"

"I'm not sure," said Twilight, "But the sooner we find the other six, the better. That seventh element might be helpful to us."

"I hope so," said Mario as they caught up with the rest of the group. Things felt a little too quiet before Twilight spoke up again.

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

"Ugh, heavens no!" Rarity answered as she surveyed all the marsh, "Just look at it - it's dreadful!"

"I agree with that," Mario replied. They had started approaching a large cliffside. It was then the dark mist appeared and crept into the cracks of the ground beneath them.

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

"Read about that too," said Mario, feeling a little jittery in the dark forest.

"What's that supposed to mean?" Twilight asked.

"Nopony knows," said Rainbow, lowering her voice to make it sound like she was telling a ghost story, "You know why?" Pinkie, Rarity, and Fluttery began to shiver nervously.

"Rainbow, quit it," Applejack scolded, knowing exactly what the blue Pegasus was trying to do.

"'cause everypony who's ever come in has never come out!" The three flinched and grew quit, but Mario just snorted as he stood behind her.

"Been there, done that," he remarked indignantly, "and I'm still alive." Suddenly there was a loud crash and the ground beneath them gave away and everyone screamed. Only Fluttershy and Rainbow Dash were able to avoid sliding down the steep slope.

"Fluttershy! Quick!" Rainbow shouted as she swooped down.

"Oh my goodness, oh my goodness," Fluttershy panicked before joining Rainbow. Both Twilight and Rarity screamed as they tried to slow their fall down the slope, which lead towards a large drop off. Mario fought hard, but found he couldn't slow himself down. Applejack managed to use her teeth to stop her sliding. Rainbow scooped up Pinkie Pie and Fluttershy grabbed Rarity tail to slow her down. Twilight was losing ground fast and was soon dangling over the edge of the cliff. Mario tried to hold on but the part of the cliff gave way suddenly broke away.

"HOOOOOOOOOO-WAAAAAAAAAAAAAAAAAAAH!" Mario cried out as he fell.

"MARIO!" Twilight cried out and found her grip slipping.

"Hold on!" Applejack called out, "I'm a-comin'!" She let go of her branch and gently made her way towards Twilight and grabbed her front legs to keep her from falling.

"Applejack, what do I do?" Twilight asked in fright. Applejack just held her tightly before she looked up and saw something and then looked at Twilight.

"Let go," Applejack said plainly.

"Are you crazy?" Twilight retorted.

"No I ain't," Applejack said assuredly, "I promise you'll be safe."

"That's not true!" Twilight protested, showing she was afraid.

"Now listen here," Applejack said firmly, "What I'm sayin' to you is the honest truth. Let go, and you'll be safe." Twilight hesitated before she did let go.

"YAAAAAAAAAAH!" Twilight screamed before she was caught by both Rainbow and Fluttershy.

"Phew!" Twilight replied with relief, "WAH!" Suddenly they dropped all of a sudden but soon stabilized their flight again and slowly brought Twilight at the bottom of the drop off. Rarity and Pinkie Pie were already there.

"Sorry girls," Fluttershy replied apologetically, "I'm not used to holding anything more than a bunny or two." Twilight just watched Applejack hop her way down and smiled, grateful that she head trusted her new friend. Then she realized something.

"Wait! Mario!" Twilight asked, fearing the worst, "Where he is?"

"Over...here..." he groaned as he crawled out of the bushes covered in a few scrapes and twigs.

"Did Rainbow and Fluttershy drop you or something?" Twilight asked as she helped him clean out the twigs.

"I never got the flight assist," said Mario, "I curled up in a ball and bounced my way here. Unfortunately I couldn't control where I was bouncing and landed in the bushes." Twilight just smiled.

"I'm just glad you're okay," said Twilight before jabbing him, "Don't scare me like that!" Mario just rubbed his front shoulder before they headed on out. It was then the purple mist swooped about the forest and then caused a creature to give a loud roar.

"Mario, tell me, how do you do that anyway?" Rainbow asked, "The speed rolling and stuff!" Mario just blinked.

"I studied hedgehog behavior," he answered simply, "adapted to their special way of self-defense."

"Oh you must tell me all about them!" Fluttershy asked excitedly.

"Maybe after this is over," Mario replied, knowing Twilight wanted to keep moving. As they ventured forward, Rainbow just couldn't stop bragging.

"And once Pinkie and Rarity were saved, and Mario landed in a bush," Rainbow said excitedly, "whoosh...Me and Fluttershy loop-de-loop around and WHAM! Caught you in the nick of time." Twilight looked indignant and this time Mario had the same face.

"Yes Rainbow, I was there," Twilight replied simply before smiling, "and I'm very grateful, but we gotta GASP!" It was suddenly creature that was a hybrid between a lion and a scorpion appeared before them. His name was Manny Roar.

"A manticore!" Twilight cried out as it he roared at them, "We've gotta get past him!" Manny Roar tried to attack, but Rarity gave him a good buck in the face to make him jump back.

"Take that, you ruffian!" she called out confidently. Manny Roar gave a loud growl, messing up Rarity's mane and making it become poofy and messy.

"My hair!" Rarity cried out before noticing the manticore just glaring at her, "Woop-" She just barely missed getting swiped and dashed away. Mario spin jumped into the air to try fighting.

"Wait," said Fluttershy in her soft tone, causing Mario to land and uncurl.

"What's up?" he asked, but Manny roared again as Applejack landed on top of him.

"YEE-HAW! Git along, little dogie," she called out trying to ride Manny like a wild bull.

"Wait," Fluttershy repeated, more firmly, but her voice was still too soft. Mario tried to called out as well, but was interrupted as Applejack was tossed off.

"Whoa!" she called out and saw Rainbow dash above her as she was still in the air, "All yours, partner."

"I'm on it," said Rainbow as she tried to dive at Manny.

"Wait!" Fluttershy called out a little louder.

"Hold on you guys!" Mario added loudly, but Rainbow was already at the offense. Until Manny's roar blew her away, causing her to scream.

"Rainbow!" Twilight called out as Manny grunted at them. The rest of the ponies minus Fluttershy and Mario began digging their hooves into the dirt. Twilight snorted with determination before the five girls began to charge at him all at once. (Well four charged and Pinkie bounced toward Manny. They were within attacking range when Fluttershy and Mario cut them all off.

"WAIT!" Fluttershy called out and Mario held up a hoof to bring them all to a stop. Manny even stopped charging as well and roared. Fluttershy simple approached the manticore. Manny raised his hoof, ready to attack. The other's flinched nervously. Even Mario stood on Fluttershy's right. If Manny dared to strike, he would block Fluttershy from being hurt.

"It's okay," Fluttershy said kindly as she pulled the other front paw, revealing that he had a very thick thorn in his paw, "Oh, you poor, poor little baby."

"Little?" Rainbow replied stunned as the other's watched with interest, Manny gave a rather sad look at the yellow Pegasus.

"Now this might hurt just a second," she told him gently and quickly used her mouth to pull the thorn out. Manny roared and scooped Fluttershy towards his mouth so quickly that Mario was unable to stop him.

"Fluttershy!" the other's cried out, but Manny wasn't going to eat her. He was just licking her, clearly grateful for her removing the thorn from his paw and began to purr. Everyone smiled and Mario breathed a sigh of relief.

"Aw, you're just a little ol' baby kitty, aren't you?" Fluttershy replied sweetly as he continued to lick her mane and then set her down. Everyone gave her a cheer as the manticore set her down and went on his way. Twilight was most impressed.

"How did you know about the thorn?" she asked.

"I didn't," said Fluttershy as she walked by, her pink mane still sticking upward from the licking, "Sometimes we all just need to be shown a little kindness." Twilight just smiled and then noticed Mario smiling as well.

"What's your reason for letting her do that?" she asked.

"I just trusted her judgment," said Mario, "If you didn't notice, if that manticore had stuck, I would have taken the hit."

"Why would you do that?" Twilight asked, probably demanded.

"Guess I care about you guys' safety more than mine," he replied and walked forward. Twilight just felt a little uneasy and they marched forward. Rarity soon groaned.

"No, my eyes need a rest from all this icky muck," said Rarity and then all their vision went black.

"Well, I didn't mean that literally," Rarity added. Mario whimpered.

"Is whittle pony afraid of the dark?" Rainbow teased.

"Yes, but I'm still here aren't I?" Mario retorted when Rainbow rolled her eyes.

"You're no fun teasing," she remarked.

"Sorry sweetie, but I'm used to hearing things like that," Mario said smugly.

"That ancient ruin could be right in front of our faces and we wouldn't even know it," Twilight pointed out.

"Eugh, I hate those situations," Mario remarked when Rarity bumped into Twilight

"I didn't see you there, my apologies," she remarked.

"Right here...guh..." Rainbow remarked but bumped into Mario.

"Oh wait, I think I stepped in somethin'," Applejack pointed out. Fluttershy then screamed.

"It's just mud," Applejack reassured. Then there was an ominous growl from one of the trees. Then another, then another and soon they were all surrounded. They all screamed, including Mario, who stood in front of them on guard despite being terrified himself. The trees growled again and they screamed once more...except for Pinkie Pie. Who was apparently...laughing?!

"Huh?" everyone said in surprise. Pinkie was too busy just laughing and making faces at the scary tree.

"Pinkie, what are you doing?!" Twilight asked fearfully, "Run!"

"Oh girls, don't you see?" said Pinkie Pie. And then she...started to sing.

When I was a little filly and the sun was going doo-ow-ow-n..."

"You gotta be kidding me..." Mario replied with dread.

"Tell me she's not..." Twilight added before Pinkie popped up from above them and then again upside down.

The darkness and the shadows, they would always make me froo-ow-ow-n

"She is," Rarity replied.

"Oy ye," Mario muttered. Pinkie continued to sing as she bounced around the group.

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 as all

"Then what is?" Rainbow asked as Pinkie got into her face.

She said, "Pinkie, you gotta stand up tall
Learn to face your fears
You'll see that they can't hurt you
Just laugh and make them disappear."

Ha! Ha! Ha!

As if by magic, the once scary tree turned into a normal tree with no face on it. Even the darkness around it had disappeared. The ponies then gasped.

"Well...in that case..." Mario asked with a smile of his own. Pinkie continued her song as they others laughed the scary trees away.

So giggle at the ghostly
Guffaw at the grossly
Crack up at the creepy
Chortle at the kooky
Snortle at the spooky

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 makes you wanna...hahahaha...heh...

Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuuugh!

Soon all the scary trees had disappeared and the rest of the ponies were just on their backs, laughing themselves silly. Mario was most impressed.

Now where was that all my life? he asked, I sure could have used that lesson when I was younger.

"Sometimes we learn things when we are ready for them," Pinkie replied and then zipped away. Mario just looked bugged out for a second and shook his head, but a giggly grin was on his face.

I'll never understand that pony, he thought to himself and they were on their way. They continues to laugh and hop happily until Pinkie came to sudden stop and they all collided into each other. That was when they noticed before them was a wide stream dividing the forest. While it appeared to be rather shallow, the water was actually raging violently.

"How are we gonna cross this?" Pinkie Pie asked. Before anyone could answer, they suddenly heard the sound of someone crying in the distance.

"Huh?" Pinkie remarked as they all turned to see a rather large but lanky sea serpent, (or land serpent...you get the idea if you know who Steven Magnet is) was weeping to himself in the middle of the water.

"What a world, what a world," he sobbed dramatically.

"Excuse me, sir," Twilight called out, trying to be polite, "Why are you crying?"

"Well I don't know," Steven Magnet replied as he faced the seven ponies, "I was just sitting here, minding my own business, when this tacky little cloud of purple smoke just whisked past and tore half of my beloved mustache clean off, and now I look simply horrid!" Steven wailed as he slammed back into the water, creating a massive wave of water that was coming at the ponies.

"Shields..."

SLOOOOOOSH!

"...up..." Mario muttered. He had attempted to raise a large barrier to protect the other girls. Sadly, he was too late and the shield went up after they had been drenched and left rather annoyed. Mario just looked indignant and lowered the shield.

"Oh, give me a break," Rainbow muttered annoyingly.

"That's what all the fuss is about?" Applejack asked is disbelief. Rarity felt indignant.

"Why of course it is," she replied for Steven as she stepped forward, "How can you be so insensitive?"

"Yeah," Mario added, agreeing with Rarity and walked next to her as Steven continued to cry, "if you had a bad or messy mane and had to be out in public, you'd feel subconscious too!"

"Precisely," Rarity nodded, "Oh, just look at him. Such lovely luminescent scales."

"I know," Steven sniffled.

"And you're expertly coiffed mane," Rarity added.

"Oh I know, I know," Steven Magnet replied as he ran his fingers through it.

"You're fabulous manicure," Rarity pressed on. Mario just watched her with interest. He couldn't tell if Rarity was cheering him up or buttering up to his vain ego. He just let her keep talking.

"It's so true!" Steven answered as he looked at his fingers.

"All ruined without your beautiful mustache," Rarity finished with sympathy in her tone. Now Mario knew she was being sympathetic.

"It's true, I'm hideous!" Steven cried dramatically. While Mario felt he was being a...little...over the top, he knew something needed to be done to cheer Steven up. Rarity had already thought ahead of him.

"I simply cannot let such a crime against fabulosity go uncorrected!" she said with determination, a clear mare with a mission. Before Steven or Mario could say anything further, Rarity pulled off one of Steven's scales, making him yelp.

"What did you do that for?" he asked. Rarity said nothing as she held the rounded part of his scale in her mouth. the sharper end gleaned in the moonlight as she raised it into the air. The rest of the ponies were just stunned, unsure of what she was about to do.

"Rarity, what are you-"

SWIPE!

Everypony's eyes shrunk with shock and Steven fainted, but fortunately he didn't hit them with water again. Rarity's now long beautiful tail had been cut, leaving just a short remain of purple. Using her magic, she picked up cut up part and carefully tied it into the remains of Steven's cut mustache. He woke up and saw that his mustache had been restored...for the most part.

"Oh-hohohoho!" Steven exclaimed with glee, "My mustache. How wonderful."

"You look smashing," said Rarity before returning to the group.

"Oh, Rarity, your beautiful tail..." said Twilight. Rarity just looked at her now short tail with a sad look before smiling.

"Oh it's fine dear," said Rarity bravely, making the best of it, "short tails are in this season. Besides...it'll grow back."

"So would the mustache," Rainbow muttered to Twilight from the side.

"Right, right," said Mario, who heard Rainbow, "Next time you're awesome mane gets a nice buzz cut. We'll just tell you. "It'll grow back"." Rainbow nervously put a hoof in her mane as the other chuckled to each other. Twilight then gasped.

"We can cross now," she told everyone as she walked through the now shallow water, "Let's go. Ah!" Twilight was startled as she found herself on a hump in Steven's long body.

"Allow me," said Steven as he created a set of hump platforms for them all to use to cross.

"Thanks Steven," said Mario as he used his spin jump to hop across while everyone else hopped normally. He couldn't help but feel stares again when he spin jumped to the other side and pushed himself forward in mid-air, landing on his hoofs softly.

"Is my jumping really that weird?" he asked out of the blue.

"Not...really..." said Rainbow slowly, "I mean...you said you studied hedgehogs to learn that."

"Yeah"

"What kind of hedgehogs jump like that?" Rainbow asked.

"Maybe they are special kind of rare hedgehog," Fluttershy guessed.

"Or maybe they are hedgehogs that stand up on two hoofs, wear red sneakers, and run about at the speed of sound smashing metal objects that move like us," Pinkie said in one breath. Everyone gave her a dumbfounded look.

"Just a thought," Pinkie said simply and hopped away. That pretty much ended the conversation for now. It wasn't much longer before Twilight recognized what they were looking for.

"There it is, the ruins that hold The Elements of Harmony. We made it!" Twilight said excitedly as she and Mario took off.

"Twilight, Mario, wait for us!" Applejack called out as the rest of the girls followed pursuit.

"We're almost there," Twilight called out and then nearly tumbled down a large gap, but managed to dig her front hooves against the side of the cliff to keep herself from tumbling over. Mario had taken a step large enough to fall completely, but twisted his body to grab the edge of the cliff at the last second. He used his hind legs to boost himself back up to safety rolling forward to get away from the edge. Rainbow dash grabbed Twilight's tail to keep her from slipping forward.

"What's with you and falling off cliffs today?" she joked, but Twilight just looked shell-shocked and breathed a sigh of relief.

"Now what?" Pinkie asked with sigh.

"Duh," Rainbow remarked, as she flapped her wings to get herself up in the air.

"Oh yeah," Pinkie chuckled as Rainbow searched for the rope that held the boards to the bridge in place and flew back up to the opposite side.

"Rainbow..." said a mysterious voice, causing the blue Pegasus to drop the rope before she could tie it.

"Who's there?" said Rainbow, standing on her upright hoofs an using her wings to stay balanced.

"Rainbow..." said the voice again.

"I ain't scared of you!" Rainbow said bravely, pushing her front hooves in front of herself, "show yourself!"

"We've been eagerly awaiting the arrival of the best flyer in Equestria," said the voice in tone that was deviously persuasive.

"Who?" Rainbow asked curiously.

"Why, you, of course," the voice answered.

"Really?! I mean...oh yeah, me," Rainbow stuttered, "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, "said the voice and before her appeared three Pegasus wearing some darker blue and black flight suits and goggles appeared before her, "We want you to join us, The Shadowbolts. We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria, but first, we need a captain." Their leader began to flying around Rainbow Dash, stroking her ego more and more.

"The most magnificient-"

"Yep" Rainbow agreed.

"Swiftest-"

"Yes"

"Bravest flyer in all the land."

"Yes" Rainbow chuckled, "it's all true."

"We need...you," said the leader.

"WOOHOO!" she shouted excitedly, "Sign me up. Just let me tie this bridge real quick and we have a deal." Rainbow grabbed the rope in her mouth and began to tie it when the leader charged next to her, making her drop the rope from her mouth.

"No!" she barked, "It's them or us!" Rainbow suddenly felt like she was in tight spot.

"Rainbow, what's taking so long?" Twilight called out. That was when she saw the Shadowbolts and gasped, "Oh no, Rainbow!" The Shadowbolt leader's eyes glowed, creating a thick fog that drowned Twilight out.

"Don't listen to them!" Twilight called out, but was soon muted by the fog. She tried to shout again when Mario raised a hoof. Rainbow was unsure of what to do.

"Well?" the leader asked.

"Rainbow," said Mario softly, so softly that there was no way Rainbow could have heard him, but unknowing to everypony else, Rainbow did, "I know how much you want to be the best flyer. I know that is your dream. Just know that we'll support whatever you decide to do. Even if this means goodbye." Rainbow hesitated another second before saying softly.

"You..." The three Pegasus looked stunned.

"Thank you," Rainbow clarified as she secured the bridge, "for the offer, I mean, but I'm afraid I have to say no." Rainbow zipped away. The leader and her two Pegasus gritted their teeth before turning back into the dark mist and floated away. The rest of the ponies cheered as Rainbow arrived back at the other side and they began to cross.

"See?" she told Twilight, "I'd never leave me friends hangin'." Twilight just smiled and then Rainbow zipped just above Mario's ear.

"Thanks for the support," she whispered, "It made the decision much easier." Mario smiled, giving her a nod as they all crossed the bridge. As they approached the ruins, they soon stopped before a large stone structure that held some orbs around it that looked similar to a planetarium.

"Whoa!" said Applejack, "Come on Twilight and Mario! Isn't this what you've been waiting for?" Twilight looked at the statue and gasped.

"The Elements of Harmony," said Twilight.

"We've found them!" Mario added. Slowly but surely, Rainbow and Fluttershy brought down the orbs.

"Careful, careful," she warned as they were set before her and Mario.

"One, two, three, four...there's only five!" Pinkie pointed out.

"Where's the sixth?" Rainbow asked.

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

"And don't forget," said Mario, "When the sixth elements come together, another element will appear. It serves as the controller that will bound the power of sixth elements together...the seventh element..."

"What the hay is that supposed to mean?" Applejack asked curiously.

"I'm not sure," said Twilight, "but I have an idea. Stand back. I don't know what will happen. Mario can you give me a hoof please?"

"With pleasure," said Mario as they both knelt forward and began to make their horns glow to try and concentrate.

"Come on now, y'all," said Applejack as she guided everyone out of the room, "They need to concentrate." As Twilight and Mario continued to concentrate, the dark mist had arrived and began to circle around the elements as they were trying to create a magical spark. Soon they both opened their eyes to see a huge blue cyclone before them. Twilight and Mario gasped.

"Aah!" they both shouted as they saw the cyclone.

"Twilight, Mario?" everypony else shouted.

"The Elements!" Twilight and Mario shouted as they dove into the funnel of the cyclone and it magically disappeared, taking them both with it. The other five ponies began to talk over each other.

"Twilight?" Fluttershy called out, "Mario?"

"What?" Applejack exclaimed.

"Where did they go?" Rarity asked.

"What happened?" Pinkie Pie asked.

"What's going on?!" Rainbow Dash finished. All of them minus Applejack began to dash about, wondering where their two friends were.

"Twilight, Mario, where are you?" Applejack asked worried.

"Look!" Rarity called out as a nearby run down ruin where there was some glowing lights nearby.

"Come on!" Applejack called out as they all rushed out as fast as they could.

Meanwhile, the blackish blue mist had proofed Twilight and Mario into a new location, where they were coughing and spluttering from all the dust. There before them was Nightmare Moon, who laughed at them evilly. Twilight gasped before she and Mario gave her a stern glare and prepared to charge.

"You're kidding, you're kidding right?" Nightmare asked. Twilight just glared before she and Mario charged at her. Nightmare moon came right at them. Then at the last moment, Twilight used her magic to disappear. Reappearing in the middle of the elements. Mario had side stepped her at high speed zipping over to the center of the elements himself just as Twilight reappeared. Twilight was a little woozy since she wasn't used to teleportation spells and they began to glow their horns once more.

"Just one spark," she groaned and Mario grunted as well.

"Come on, come on!" Twilight pressed on.

"Spark...spark!" Mario added, grunting again. But then nightmare moon turned back into mist, sending an electrical blast that sent them both flying backwards and landing on their backs. However, the elements seemed to have charged somewhat.

"No, no!" Nightmare Moon cried out. Twilight and Mario smiled...until the charge fizzled out. They went agape. Nightmare Moon laughed triumphantly as she lifted her front hooves and stomped down around the orbs, causing them to shatter into pieces. Twilight and Mario were in shock. There only weapon against her...destroyed.

"Oh no..." Mario groaned. Now what were they going to do?

"You little foals!" she laughed, "Thinking you could defeat me? Now you will never see your princess, or your sun! The night will last forever!" She laughed evilly again, creating a great dark blue storm above her. Twilight and Mario felt like it was over until they heard some familiar sounds behind them, talking over to each other.

"Don't worry Twilight, we're here!" Pinkie called out.

"Don't worry we'll be there!" Applejack added. Twilight and Mario waited for them to arrive. It was then that something clicked and a special spark appeared in both their eyes. They exchanged look, giving a quick smirk before turning around to face Nightmare Moon.

"You think you can destroy The Elements of Harmony just like that?" Twilight challenged as Mario stood beside her, "Well, you're wrong, because the spirit of The Elements of Harmony are right here." As if they had rehearsed it, the five mares all stood around Twilight and Mario.

"What?" Nightmare Moon exclaimed. As Twilight spoke of each pony, several shards suddenly rose from the broken elements and surrounded them.

Applejack, who reassured me when I was in doubt, represents the spirit of...honesty!
Fluttershy, who tamed the manticore with her compassion, represents the spirit of...kindness!
Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of...laughter!
Rarity, who calmed a sorrowful serpent with a meaningful gift, represents the spirit of...generosity!
And Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the spirit of...loyalty!

"These five ponies got us through every challenge you threw at us!" said Twilight.

"But you still don't have the sixth Element!" Nightmare Moon protested, "The spark didn't work!"

"But it did!" said Twilight and faced the other five, "A different kind of spark. I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you." Twilight smiled as a single pair of tears escaped her eyes.

"The spark ignited inside me when I realized that you all...were my friends," said Twilight proudly, "you see Nightmare Moon, when those Elements are ignited by the...the spark, that resides in the heart of us all. It creates the sixth element: the element of...magic!" It was just then the sixth orb appear, revealing the sixth element as it descended above Twilight. This was when the shards of the other elements began to restore themselves, creating special gold necklaces with each element reside in the center. Twilight's was more special. It created a special tiara with the element of magic shining triumphantly on her head. Mario just smiled as he watched the six ponies restore the elements.

"My dearest friend Mario," Twilight said sweetly with her eyes closed, "Did you think I've forgotten you?" Mario was a little stunned. Until he felt something magical began to lift him into the air.

"When the six element are joined," Twilight said aloud, "another element will appear. The seventh element."

"Impossible," said Nightmare Moon, "that element is only a legend!"

"No, it is not," Twilight continued, "it is a combination of all six elements. And it's been with me this entire time."

"Mario," she continued, "Ever since I've met you, you've shown honesty, kindness, laughter, generosity, and loyalty. You've shown to me and my friends that you understood the magic of friendship long before I ever did. You are the one Mario! The controller that will bound The Elements of Harmony together!" Every Element began to glow, sending a piece of it to float around Mario. Mario looked at each one nervously, but he felt their power bring peace to his mind and soul. He just smiled and embraced the magic that filled each one. They began to circle around him before converging into his body, creating a bright light. When Mario reappeared, he was now floating effortlessly into the air, his coat and mane glowing a golden yellow. Around his head was a special gold headband that contained a heart shaped element that held the colors of all six elements.

"Mario represents the magic that makes the Elements of Harmony so powerful," Twilight announced, "The element of...Love!" With that, a bright light surrounded the entire group of pony as the now all seven elements converged with Mario in the center of what was raw power. Using his element, he directed the energy at Nightmare Moon, launching it as a large and powerful rainbow that engulfed her in a multicolored cyclone.

"Nooo! Nooo!" Nightmare Moon screamed as the rainbow power consumed her. The power of the element continued to become brighter until Twilight opened her eyes, her own eyes were now glowing as well before the brightness consumed them all.

Once the bright light had faded, everyone was now laying on the ground, clearly spent from being exposed to all that power.

"Ugh, my head," Rainbow groaned as she sat up.

"Everypony okay?" Applejack asked as the rest got back on their hooves.

"Oh, thank goodness!" said Rarity as she looked behind herself. Apparently, the magic of the elements had restored her beautiful tail.

"Why Rarity, it's so lovely," Fluttershy pointed out.

"I know!" said Rarity, trying to give her tail a cuddle, "I'll never part with it again."

"No, your necklace," Fluttershy corrected, "it looks just like your cutie mark." Rarity looked at the gold necklace.

"What?" she exclaimed as she saw the purple diamond in the middle of it and then looked at her cutie mark, "Ooh. So does yours!" Fluttershy looked at her own necklace and smiled.

"Look at mine! Look at mine!" Pinkie said excitedly as the others looked at theirs.

"Aw, yeah," said Rainbow proudly as she looked at her own.

"Check out mine!" said Mario as he looked at his headband, "it's got a little of everyone in it." They oohed and awed as Twilight looked at her own with a smile on her face.

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

"Indeed you do," said a majestic voice. Everyone felt a warm light enter the ruins of the castle. As a very familiar golden orb of hope and light filled the once dark sky. Another light made its way before them and there appeared before them all was Princess Celestia herself. All but Twilight and Mario bowed before her. Mainly because these two were too happy to see her.

"Princess Celestia!" Mario and Twilight gasped as they rushed towards her and shared a warm embrace.

"Twilight Sparkle, Mario Star, my faithful students," she said proudly, "I knew you could do it."

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

"I told you and Mario that you need to make some friends, nothing more," Celestia corrected as the other ponies stood up, minus Fluttershy but that was because of her shy nature, "I saw the signs of Nightmare Moon's return and I knew that it was you both who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart." She spoke directly to Twilight for that last part since she was the one who not only discovered that her friends represented the elements, but that Mario was the seventh. Twilight turned to the other ponies, giving them a grateful smile.

"Now if only another will as well," said Celestia, calling the attention of the seven ponies as she made her way towards what was left of Nightmare Moon, or rather her true form, "Princess Luna!" There sitting in the remains of the now useless pebbles and shards was a lighter blue alicorn with an even lighter mane and tail. The paleness of her coat and mane was a clear sign that she had been clearly drained of her magical power and was much smaller in size. She gasped when she heard her name and looked up at Celestia fearfully.

"It has been a thousand years since I have seen you like this," said Princess Celestia, "It is time we put our differences behind us. We were meant to rule together, little sister." Everyone's jaw dropped.

"Sister?" Twilight, Mario, and Rainbow said at once.

"Will you accept my friendship?" Celestia offered, raising a hoof towards her. The other ponies leaned forward with interest and anxiousness, waiting to see what Luna would do. Pinkie, however, leaned too far forward.

"Whoa!" she called as she lost her balance and fell forward.

"I'm so sorry!" Luna sobbed as she burst into tears and hugged Celestia, "I missed you so much, big sister!"

"I've missed you, too," said Princess Celestia as tears formed on the bottoms of her eyes and she held Luna close. It was then Mario slowly took a step forward towards.

"Mario what are you doing?" Twilight whispered loudly, but Mario just stood nearby, placing a gentle hoof on top of Luna. It made the two sisters pull away.

"I know you are sorry for what you did," said Mario shyly, "I wanted to extend my friendship towards you as well...Aunt Luna." The other's looked stunned, even Twilight. Mario had not mentioned anything to the others about calling Princess Celestia his mother just yet. Even Luna had a "you had a son?!" look on her face despite her tears.

"I found him when he was foal and raised him as my own," Princess Celestia explained, "he calls me his mother. Now he wants you to be his aunt. What do you say?" Luna just stared a bit more as Mario gave her a smile, then she smiled back placing a hoof against his to accept. Everyone was touched. That was when Pinkie burst into tears and sobbed...for a few seconds before blowing her nose.

"Hey do you know what this calls for?" she said and the scene returned to just outside of Ponyville, "a party!" Several ponies cheered and the celebration for the return of Princess Celestia and Princess Luna had began. Spike was there to give both Twilight and Mario a warm welcome. Luna seemed unsure about being there until two young Pegasus foals presented her with beautiful necklace of roses, which she gave Celestia a teary smile. Everyone was happy.

That is until Twilight and Mario were just exchanging some sad faces with one another.

"Why so glum, my faithful students?" Princess Celestia asked gently, "Are you not happy that your quest is complete and you can return to your studies in Canterlot?" Twilight and Mario just exchanged looks once more.

"That's just it," said Twilight, "Just when I learned how wonderful it is to have friends. We have to leave them."

"Yeah Mom," Mario added, "I really feel like I fit in around here. I was going to request I transfer my studies here, but..." He looked at Twilight, "...Twilight and I are a team. And one doesn't go off without the other." Twilight gave him a hug as they exchanged smiles. Princess Celestia smiled.

"Spike, take a note please," she commanded, "I, Princess Celestia, hereby decree that the unicorns Twilight Sparkle and Mario Star, shall take on a new mission for Equestria. They must continue to study the magic of friendship. They must report to me their findings from their new home in Ponyville." Twilight and Mario smiled excitedly as the rest of the ponies cheered and their friends all gathered around them for a group hug.

"Oh thank you Princess Celestia!" said Twilight happily, "We'll study harder than ever before!" Mario nodded in agreement as the ponies cheered once more.

Mario had to admit, this research project was going to be a whole new adventure and he couldn't wait to get started.

"Isn't this exciting?" Pinkie burst out, "Are you excited cause I'm excited I've never been so excited, except for the part when I went GASP, but I mean really-

Okay Pinkie Pie, I think the readers are ready for this chapter to END now...

...eesh...

She's gonna be a handful...

Well that concludes this episode. Now you know what the seventh element is and how Mario links to the Mane 6.

Until next time...

Peace Pony Fans!

The Ticketmaster

Pony's Log Number 103: Sometimes having to choose one thing over the other is a pain, especially when your friends are involved...

One morning, Twilight and Mario were busy helping Applejack out on the farm. They had both been hard at work gathering lots of apples about the orchard. Spike was just enjoying a ride on Twilight's back, apparently entertaining himself .

"No, nope, nope..." he muttered as he tossed apple after apple from Twilight's basket.

"Thank you kindly, Twilight, for helping me out," said Applejack, "I bet Big Macintosh that 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." She chuckled at the idea.

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

"I know, right?" said Spike when he tossed an apple into Twilight's head. Twilight glared as Spike smiled apologetically.

"Ooh-wee, Spike," she groaned, "You've been lounging on my back all morning while we worked. By the way, where's Mario anyway?"

"This should seal that bet for ya, Applejack," said Mario as he gave a loud TOOT-TOOT with his horn. He arrived next to Applejack pulling several four wheeled wooden freight cars loaded to the brim with the remaining Apples that she need as he came to stop.

"TOOT-TOOT!" he whistled, "Did somepony call for the Golden Delicious express?"

"Yee-haw," Applejack replied excitedly, "Now that's what I'm talking about! But uh...where you'd get that there train?"

"I made it myself," said Mario, "I've been waiting for years to finally put my freight train to good use. I can carry almost anything, even a giant stallion in a girdle." Applejack and Mario laughed and exchanged a high hoof as he pulled his train away towards the barn, toot-tooting as he disappeared. Twilight just chuckled, she knew very well of Mario's love for trains and was glad he was enjoying himself.

"Now why can't you be creative like Mario," Twilight said to spike, "we're all working hard."

"Exactly," said Spike, missing her point entirely, "You three were taking so long, I missed snack-time." Twilight was about to retort when her stomach grumbled loudly. She just laughed nervously.

"Eh, I guess we better get some food," she replied as Spike began to dig into her basket for a good apple.

"Nope," he mumbled, "Worm. A-ha!" Spike pulled out a large sparkling, shiny red apple. Twilight could feel her mouth water at the sight.

"Oh Spike, that looks delicious," said Twilight, eager to take a bite before Spike devoured the entire thing into his mouth.

"Spike!" she called out in annoyance and disappointment. If that had been Mario, he would have surrendered it to me without a second thought!

"What?" Spike asked innocently before he gave out a large burp. Twilight ducked as a green flame left his mouth and a rolled up scroll appeared before her and Applejack. Spike cleared his throat before opening it.

"Hear ye, hear ye," he read aloud, "Her Grand Royal Highness, Princess Celestia of Equestria is proud to announce the Grand Galloping Gala to be held in the magnificent capital city of Canterlot, on the 21st day of...yadda, yadda, yadda, cordially extends an invitation to Twilight Sparkle, Mario Star, and one guest." Applejack and Twilight just smiled excitedly.

"The Grand Galloping Gala!" they said with a gasp.

(theme song)

Meanwhile, Mario had finished stashing away all the apples, got plenty of grumbling from Big Mac, and had just arrived back where the other girls were and found them hopping up and down excitedly with Spike between them.

"What's up girls?" he asked curiously.

"The Grand Galloping Gala!" they cheered.

"Woo-hoo!" Applejack added.

"Nice," said Mario with a smile before looking puzzled, "What about the Grand Galloping Gala?" Spike just looked indignant, stuck a finger in his mouth until he burped again, making another scroll appear.

"Look, three tickets," said Spike and Mario saw that one was addressed to him.

"Sweet!" he exclaimed as he held his ticked with his magic.

"Wow, great!" said Twilight, "I've never been to the gala. Have you Spike?"

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

"Hey, boys like to go to," said Mario before saying softly, "It's a great opportunity for a date..." He smiled to himself as Twilight spoke up.

"Aw, come on Spike," said Twilight, "A dance would be nice."

"I'll dance with you," said Mario up front, making her look at him. Mario was soon doing a perfect imitation of Fluttershy.

"Mario?" she asked curiously.

"Um...uhh...well...y-you see..." Mario stuttered, "I...well...I wanted to ask...if you want to of course..." Twilight just sighed and gave him a smile.

"Oh alright," said Twilight, "I'll be your date." Mario stiffened in shock.

"R-r-really?" he asked surprised and excited. Applejack was silently snickering at him, but he didn't notice.

"Well, you're always so nice to me and all so...why not?" Twilight replied. Mario was hoping for more along the lines of "I like you" but she said yes and that was good enough for him.

"Eee-hee-hee!" he squealed with glee as he clapped his front hooves together and his voice rose an octave or two, "Thanks Twilight." Applejack was ready to burst from laughter. Mario just squealed for crying out loud! Twilight just giggled.

"Well, as I said, a dance would be nice," she repeated.

"Nice?" said Applejack once she had gotten her giggles out of her system, "It's a heap good more than just nice. I'd love to go. Land sakes, if I had an apple stand set up, ponies would be chowin' our tasty vitties 'til the cows came home. Do you have any idea how much business I could drum up for Sweet Apple Acres?" As she spoke, a dream sequence appeared that showed long lines of ponies coming to purchase all her apples and apple goods.

"You could make bank, as the term goes," Mario answered.

"Exactly," said Applejack, "Why, with all that money, we could do a heap of fixin' up 'round here, replace that saggy old roof, and Big Macintosh could replace that saggy old plow, and Granny can replace that saggy old hip." Visions of run down items instantly became like new, except for Granny Smith, who started walking with a stretcher until a POOF appeared and she started dancing like a young filly.

"Why I'd give my hind leg to go to that gala," Applejack finished. Twilight and Mario exchanged quick smiles with each other.

"Oh, well in that case, would you like to-"

"Whoa!"

"OOOOMPH!" Just when Twilight was about to ask Applejack if she wanted to go with them. A certain blue Pegasus out of the blue came crashing down on all three of them, knocking all the apples Applejack and Twilight still had in their baskets to the ground.

"Do you have anything better to do than dive bomb at us Rainbow Dash?" Mario asked as he got to his hooves.

"Ugh," Rainbow groaned quickly before she was back in the air as the other three were still crouching on the ground, "Are we talking about the Grand Galloping Gala?"

"Rainbow Dash," Applejack snapped as she rose to her hooves, "You told me you were too busy to help me harvest apples. What were you busy doing? Spying?"

"No, I was busy napping," said Rainbow Dash as Mario noticed a pillow and blanket on a nearby tree branch. How that was there and they never noticed was beyond him and he rolled his eyes, "And I just happened to hear that you two have an extra ticket?"

"Yeah, but-"

"YES!" Rainbow cut off before Twilight could continue, "This is so awesome. The Wonderbolts perform at the Grand Galloping Gala every year. I can see it now. Everyone would be watching the sky. Their eyes riveted on the Wonderbolts, but then in would fly Rainbow Dash!" Rainbow began to picture her moment and the audience gasps as she appeared in the sky.

"I would draw their attention with my Super Speed Strut," she continued, hearing the crowds cheer.

"Then I would mesmerize 'em with my Fantastic Filly Flash. And for my grand finale, the Buccaneer Blaze! The ponies would go wild!" she added. In her fantasy she performed all these moves perfectly, making the ponies cheer for her loudly and even the three Wonderbolts' jaws dropped.

"The Wonderbolts would insist that my signature moves be incorporated into their routine," she continued, "and then welcome me as their newest member!" In her fantasy, they shake her hoof and soon she was donning her own Wonderbolt uniform and flying with them into the sky. Mario just rolled his eyes. He supported her dream and wanted her to make the team someday, but she seriously needed to work more on perfecting those moves, stop dive bombing him and Twilight, and quit bragging.

"Don't you see, Twilight and Mario?" Rainbow said excitedly, "This could be my one chance to show 'em my stuff. You gotta take me!" Rainbow was suddenly interrupted by a tug against her tail, which brought her down to the ground.

"Hold on just one pony pickin' minute here," Applejack said with a hard spit to the ground, "I asked for that ticket first?"

"So?" Rainbow shot back, "That doesn't mean you own it."

"Oh yeah?" Applejack retorted, "Well, I challenge you to a hoof-wrestle. Winner gets the ticket." They found a nearby stump and began to groan loudly trying to out-strength each other. Until Twilight shoved them both apart.

"Girls, there are my...er...our...tickets," Twilight told them both firmly, "We'll decide who gets it, thank you very much. Whoever has the best reason to go should get the ticket, don't you think?" She looked at Mario as well, who gave her a nod and smile.

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

"A chance to audition for the Wonderbolts?" Rainbow proposed.

"Money t' fix Granny's hip." Applejack added.

"Living the dream." Rainbow added. Twilight and Mario just exchanged nervous looks.

"Oh my, those are all pretty good reasons, aren't they?" she concluded looking at Mario.

"Yeah...they are," Mario replied slowly. Then both their stomachs started to rumble and they chuckled to each other.

"Listen to that, I am starving," said Twilight as Spike climbed back into Twilight, "I don't know about you, but I can't make important decisions on an empty stomach."

"I agree," said Mario, "I think better on a full stomach anyway. So we'll uh, think about it over lunch, and get back to you two, okay?"

"Okay," said Applejack and Rainbow sadly. Once Mario and Twilight had left the farm, they glared and began to arm wrestle with each other once more.

"So who are you gonna give the tickets to you guys?" Spike asked once they were back in town.

"I don't know Spike," said Twilight as they came to a stop near a building known as the Sugarcube corner, "but I really can't think straight when I'm hungry. So where should we eat?"

"Well," Mario pondered, "there's this nice little cafe just down the..."

CRASH

"OOMPH!" Suddenly something that Mario would describe as "the pink blur" came barreling into them at high speed. The quick impact made the ticket float out of Spike's hands and land on Pinkie's nose.

"Gah! Bats! Bats on my face! Help!" Pinkie shouted as she dashed about and then came to a stop in front of the ticket and looked at them, "Wait, these aren't...tickets to the Grand Galloping Gala, the most amazing incredible tremendous super-fun wonderful terrifically humungous party in all of Equestria! I've always, always, always, wanted to go!" Pinkie began to image the party and all the wonderful things she would get to see...

...and she began singing.

Oh the Grand Galloping Gala is best place for me
Oh the Grand Galloping Gala is best place for me
Hip Hip
Hooray!
It's the best place for me
For Pinkie...

"Oh no..." Mario muttered, rolling his eyes. Pinkie just continued ranting like she normally did:

"With the 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!"

"And here we go again," Mario muttered, feeling it coming from a mile away.

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 galarrific superly-terrific gala even
In the whole galax-ieeeeeeeeeee!
Wheeee!

"Oh thank you, Twilight and Mario," said Pinkie happily, "it's the most wonderful-est gift ever." She then nudged herself into Mario.

"And you can be my date handsome!" Pinkie said to Mario.

"Wait...what?!" Mario exclaimed, stunned with shock in his eyes.

" Um, actually-" said Twilight, trying to explain as Spike picked up the tickets.

"GASP" A pony startled Spike from behind. He turned to see that it was Rarity who had gasped.

"Are these what I think they are?" Rarity asked.

"Yes, yes, yes!" Pinkie answered, "Twilight and Mario are taking me to the Grand Galloping Gala in Canterlot."

"And Mario is going to be my date," Pinkie added, nuzzling Mario under the chin once more.

"Wuh-wuh-wuuuuh!?" Mario stuttered.

"The gala?" Rarity exclaimed, "I design ensembles for the gala every year, but I've never had the opportunity to attend. Oh the society, the culture, the glamour! It's where I truly belong, and where I'm destined to meet him." Rarity said the last word with a dreamy tone.

"Him!" Pinkie said, copying her tone but then looked puzzled, "Who?"

"Him," Rarity repeated as she imagined herself at the Gala in a golden yellow dress, "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 Celestia 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 for my hoof in marriage, and of course I would say, "Yes!" We would have a royal wedding, befitting a princess, which is..." Rarity giggled, "...what I would become upon marrying him, the stallion of my dreams."

"Oh please," Mario mumbled under his breath, "he's not that amazing."

"You know who she's talking about?" Twilight asked, hearing him.

"I do," said Mario, "I met him once when I was a small foal. Princess Celestia had asked him to play with me for a few minutes. I was too shy to speak to him. His idea of playing with me was grabbing a nearby stick and telling me to fetch!" Twilight and Spike covered their mouths.

"Well I'm sure he was just teasing," Rarity remarked, "But Mario, Twilight, I simply cannot believe you would invite Pinkie Pie so she can...party, and prevent me from meeting my true love. How could you? Hmph!" Rarity turned her head with a huff. Before Twilight and Mario could answer, Spike noticed a white bunny come and snatch the tickets from his claws.

"Hey!" Spike called out as the bunny dashed away towards...Fluttershy. He climbed up to her head and presented the tickets from above her.

"GASP!" Fluttershy replied, "Angel, these are perfect." Meanwhile, Rarity and Pinkie were shooting dirty glares at each other.

"Uh, listen you guys," said Twilight, "We haven't decided who to give the extra ticket to."

"You haven't?" Rarity and Pinkie retorted together.

"And while I appreciate the offer, Pinkie," said Mario, "I had already asked Twilight to be my date to the Gala and she said yes." Pinkie let out a loud snort from her nose and glared.

"Um, excuse me, Twilight, Mario," Fluttershy said gently as she came into view between Pinkie and Rarity, "I would just like to ask, I mean, if it would be alright, if you haven't given it to someone else-"

"You?" Rarity exclaimed, figuring out what the yellow Pegasus was asking, "You want to go to the gala?"

"Oh, no," Fluttershy replied and got a jab from Angel, "I mean, yes, or, actually kind of. You see, it's not so much the Grand Galloping Gala as it is the wonderous private gated garden that surrounds the dance. The flowers are said to be the most beautiful and fragrant in all of Equestria. For the night of the gala, and that night alone, would they all be in bloom...and that's just the flora. Don't get me started on the fauna. There's loon and toucans and bitterns, oh my! Hummingbirds that can really hum and buzzards that can really buzz. White-blue jays, and red jays, and green jays, pink jays and pink flamingos!" Fluttershy just hovered happily before Mario and Twilight as she cuddled Angel in her arms.

"Gee, Fluttershy, it's sounds...beautiful," Twilight said, unsure of it herself.

"The gardens actually are that beautiful," said Mario, "I've been there a few times myself when I needed a study break."

"Do you know if everything I said is there?" Fluttershy asked excitedly.

"The flora yes, but not all the fauna..."

"Wait just a minute," said a familiar voice. Twilight and Mario looked up to see Rainbow Dash staring down at them from the roof top of a nearby house.

"Rainbow Dash!" Twilight retorted angrily as the blue Pegasus flew back down to them.

"We're you following us?" Mario added in the same tone.

"No. I mean, yes. I mean maybe," Rainbow stumbled, "Look, it doesn't matter. I could risk a goody-four shoes like you two..."

"Excuse me?" Mario retorted, very offended.

"...giving that ticket away to just anybody," Rainbow finished, ignoring Mario's angry glare.

"Wait just another minute." Now Applejack appeared next to Twilight.

"Applejack," Twilight replied sternly, "were you following me too?" Mario's glare said the same question.

"No," she replied quickly, "I was followin' this one to make sure she didn't try anything funny business. Still trying to take mah ticket?"

"Your ticket?" Rainbow retorted.

"But Twilight and Mario are taking me," Pinkie shot back, "and Mario is gonna be my date!"

"Wuh?" Mario exclaimed stunned. Before he or Twilight could protest. The other ponies started to argue over each other. Their voices continued to get louder and louder, nearly smothering the two unicorns before Twilight and Mario finally had enough.

"QUIIIIIIIIIIIIIIIIIIIIIIIIEEEEEEEEEEEEEEEEEEEEEEEEEET!" They both screamed as they stood on their hind legs.

"And then I said "Oatmeal, are you craz-" Pinkie then suddenly stopped once she realized that the arguing had stopped, "Oh..."

"Girl's there's no use in arguing," Twilight pointed out.

"But Twilight..." Rarity tried to protest.

"Eh!" Twilight replied as Mario raised a hoof towards her to shush, "This is our decision, and we're gonna make it on our own."

"And we're certainly can't think straight with all this noise," Mario added than both his and Twilight's stomachs grumbled loudly, "not to mention hunger."

"Now go, shoo!" Twilight finished.

"And no more fighting with each other," Mario added as the five mares all walked or flew away, grumbling to themselves.

"And don't worry, We'll figure this out..." Twilight added as they disappeared and they were just alone with Spike somewhere to the side and not in their sight.

"...somehow..." Mario added quietly. Twilight just looked rather upset as Mario gave her a side hug.

"Come on," said Mario, "Let's get some lunch. My treat." Twilight just gave a small smile and he guided her...and Spike, who had caught up and was about to climb up into Twilight.

"Take my back for a change," Mario offered, "give Twi a rest." Spike just shrugged his shoulders before doing so and they headed towards that cafe Mario had recommended.

Once they had arrived, neither Twilight or Mario could relax with such an important decision on their minds. Twilight was slouching on her seat while Mario sat next to her with his front legs bent as if he had elbows on the table.

"Oh spike, what are we gonna do?" Twilight asked worried, "All five of our best friends have really good reasons for going to the gala."

"Best friends?" Mario asked sitting up, "we've really gotten that close that quickly? Or...maybe it's just you girls..."

"Of course we have!" Twilight answered, "and don't say that. That includes you too. Why wouldn't you be included?" Mario felt a little bashful.

"Um...I'm a boy?" he replied like it was a good reason.

"Doesn't matter, you're part of our group and our best friend," said Twilight and got back to her train of thought by using her magic to pull petals off one of the table flowers, "But who do we choose? Applejack or Rainbow Dash? Pinkie Pie or Fluttershy, Rarity? Oh who should go with us?" Her stomach grumbled again as she used her tongue to eat up the pedals. Mario just watched her lick them up as their waiter, Savior Fare, appeared at their table.

"Have you made your decision?" he asked in a professional tone and French accent.

"I CAN'T DECIDE!" she bellowed, sitting up and raising her hoofs into the air. Everyone started to stare at her and Mario face-hoofed himself from the embarrassment.

"Twilight, he just wants to take your order," said Spike as he pointed at the menu he was holding. Twilight blinked before she recomposed herself.

"Oh," she replied and calmed down, "I would love a daffodil and daisy sandwich."

"I'll take the same," said Mario.

"Must you get what I get?" Twilight asked annoyed.

"It was between that and the toasted hayburger on sourdough, but you said I needed to watch my figure," Mario replied looking at his stomach, which wasn't too big or too small. Twilight just rolled her eyes.

"Do you have any rubies?" Spike asked and only got an indignant glare, "No? Okay..." Spike tossed the menu behind him, "...I'll have the hay fries, extra crispy." Savior Fare was already walking away before Spike had finished placing his order.

"What do you think, Spike?" Twilight asked as Savior Fare went back inside.

"I think we have to try another restaurant," Spike answered, "I mean, I like grass just fine, but would it hurt anybody to offer some gemstones?"

"Spike, only you can eat gemstones," Mario answered, "Ponies can't eat them. It would break their teeth. They prefer them for currency...and in Rarity case...fine couture."

"I mean about the Gala and the ticket and who we should take!" Twilight snapped.

"Oh," said Mario and Spike just pinched the bridge of his nose.

"You're still on that?" Spike asked annoyed.

"Spike listen," Twilight replied as she leaned towards him on the table with her front hooves and knocked the flower vase off the table, "How do we choose? And what we do choose, will the other four be mad at us? I mean, I could give up my ticket and give away two, but that would still leave three disappointed ponies."

"Even if I give up mine as well, we would still have to deal with two disappointed ponies," put in Mario, "There's no good solution with this!"

"What if we..." Twilight was then cut off when Savior Fare reappeared.

"Ah, your food, " he replied as he set their food on the table. Spike had already munching away. Twilight and Mario smiled.

"Merci," said Mario.

"Oh thank you," said Twilight, "this looks so good. I'm sure everything will be much clearer once I eat." Mario nodded in agreement. They both used their magic to lift the sandwiches to their mouths when the other ponies galloped pass them and into the indoor part of the cafe. Making them drop their sandwiches back on their plates.

"Em, madam, monsieur," Savior Fare replied with concern, "Are you going to eat your food in ze rain?"

"It's not raining," Twilight replied, "what's going on?" They then looked around them and noticed that everywhere minus their table was getting a large downpour.

"Okay, which weather pony goofed and brought this over here?" Mario demanded. It was then in a small hole in the clouds a very familiar blue Pegasus appeared.

"Hi there, best friends forever I've ever had," said Rainbow in a sweet tone, "Enjoying the sunny weather?"

"Rainbow Dash. what are you doing?" Twilight asked in a suspicious tone and Mario gave her a glare.

"Whaddya mean?" Rainbow replied innocently, "I just saw the smartest, most generous ponies about to get rained on, so I thought I'd kick a hole in the clouds to keep them dry so they could dine in peace, that's all." Mario and Twilight shifted looks from Rainbow, the surrounding rain, to their food, to each other, and at Rainbow once more.

"Rainbow, you're not trying to get extra considering for the extra ticket by doing extra special favors, are you?" Twilight asked and Mario stared at the blue Pegasus intensely.

"You're not the type to swallow your pride like that," Mario added slowly.

"Me?" Rainbow replied with a chuckle, "No-no-no, of course not."

"Uh-huh," said Twilight.

"Sure," Mario added. Neither pony believed her.

"Seriously, I'd do it for anypony," Rainbow added just when other ponies were running to find cover and failing to do so, clearly exposing Rainbow's bluff. She just gulped, "Heh, heh, eh..."

"Rainbow, we're not comfortable accepting unwanted favors," Mario told her.

"So I'd appreciate if you closed up that rain cloud right now," Twilight added.

"Uhh, Twilight..." Mario warned, but she wasn't listening.

"Ugh, fine," said Rainbow and zipped up the hole. Mario just groaned and looked at Twilight indignantly.

"That's better," said Twilight, feeling very pleased with herself. Until two seconds later Mario, Twilight, and their sandwiches were soaked.

"Nice to see you thought this through," Mario replied sarcastically. Twilight gave a loud groan. Spike covered his mouth to avoid laughing. He had already finished his food. Just then Rarity arrived carrying a large purple umbrella.

"Twilight, Mario, it's raining," she said plainly.

"No, really?" Twilight retorted sarcastically.

"And we thought someone was dumping the world's largest bucket of water all over us," Mario added in the same tone.

"Come with me before you catch a cold," said Rarity and pulled Twilight away. Mario just watched her disappear.

"I guess I'll catch a co...WHOA!" Then Rarity grabbed him too and they both found themselves in the Carousel Boutique. As soon as they were inside, both Twilight and Mario shook the water out of their coats and mane. Once dry, they looked at sharp as ever. Except for Rarity, who got soaked from them shaking about. She glared at the two.

"Heh heh, oops, sorry," said Twilight apologetically.

"Yeah, maybe we should have just asked for a towel," said Mario and chuckled timid.

"Oh no, it's quite all right," she replied, "after all, we are..." Suddenly she was completely dry and nuzzling the side of Twilight, "...the best of friends, are we not? And you know what best friends do?"

"Uh..." Both Twilight and Mario were afraid to find out.

"Makeovers!" Rarity exclaimed as she shoved a dressing screen in front of her and Twilight, knocking Mario and Spike away from them as Rarity began to roughly dress up Twilight.

"Ugh Rarity, ow," Twilight groaned, "this really isn't fixing it. I mean, thank you, but, ooh, that's too tight!" Soon the screen was removed in Twilight was fitted in glittery little dress.

"There," said Rarity, "oh, you're simply darling." Twilight looked at the dress and smiled.

"Uh, yeah, it is kinda pretty, isn't it?" she replied.

"You look very pretty in it," Mario added with a shy smile. Twilight just smiled back. Spike made a face, sticking his finger in his mouth. Rarity rushed into him, causing him to stick his entire claw into his mouth.

"And you." Rarity exclaimed, "Oh Spike, I have a dandy little outfit for the dashing gent." Mario snickered, wondering what Rarity had in mind.

"I didn't forget you, handsome." Mario stopped laughing then before he and Spike were shoved behind a screen.

"D-ah, ow, oh, hey, wow, watch it, whoa!" Spike yelped.

"Oh, hey, ouch, oomph, too tight, ye-ow! Use a shoe horn next time!" Mario said at the same time of Spike's yelps.

Once the screen had been moved, Spike was dressed in a very traditional renaissance style suit in blue with a blonde wig. Mario was in a similar suit in dark purple with a white upper class wig and some boots that were way too tight for his hooves. They both looked indignant and embarassed.

"Oh Spike, Mario," Twilight giggled.

"Now you just need a hat," said Rarity as she plopped it on Spike's head.

"Ugh, I told you, I don't want any part of this girly gala gunk. See you back at the library!" said Spike and dashed right out of the clothes and out of the boutique.

"Oh, who needs him anyway," said Rarity with a laugh as she brought a mirror. Twilight just looked at herself contently in the mirror. Mario was just looking rather miserable since Rarity had added a matching hat to his attire, "This is all about you, and how fabulous you two will look at the Grand Galloping Gala." Mario and Twilight both blinked.

"Wait, the Grand-" They said together.

"And oh, my goodness, what a coincidence," Rarity exclaimed in a fashion that Mario and Twilight knew what she was trying to do, "I happen to have an ensemble of my own that matches Twilight's to a T..." Rarity soon held her close as they gazed into the mirror, and soon Rarity took full dominance of the reflection, "...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 who, the most beautiful, the most talented, the most sophisticated in all of Equestria is Rarity the unicorn." Rarity has stars in her eyes. Until she then turned to see Twilight and Mario both giving her death glares.

"Ah," Rarity laughed nervously, "and Twilight Sparkle and Mario Star, of course."

"I see what's going on," Twilight said angrily.

"You're just buttering us up so we gave you this extra ticket," Mario added.

"Well, it's not going to work," said Twilight as she and Mario tossed the offered clothes back at Rarity, "You're going to have to wait for our decision just like everyone else."

"And no offense," put in Mario, "but I preferred a nice tux. Something modern chic rather than traditional."

"Now if you'll excuse me, We've been trying all day just to get some lunch," said Twilight firmly as they saw Spike had left the door open.

"Did somepony say lunch?" said a voice and grabbed Twilight outside. Mario just looked indignant.

"Three...two...WHOA!" He was a little off, but the voice grabbed him too. He and Twilight both landed in front of a wooden wagon loaded with apple treats.

"You've got to be kidding me!" Twilight exclaimed.

"It's day one of Ponyville all over again!" Mario added. That was then their culprit appeared before them: Applejack.

"I got apple pie, apple fritters, apple tarts, apple dumplings, apple crisps, and apple Brown Betty," she told them, showing the last mentioned dessert before them, "Uh, the dessert, not my auntie. What do you say there, best friends?" Mario and Twilight stomachs grumbled before they felt their tempers slip.

"No, No," Twilight snapped, making Applejack drop the last dash, "We don't know who we're giving the ticket to."

"And all these favors aren't making it any easier to decide!" Mario yelled, "in fact..."

"We're less sure now that we were this morning! UGH!" they shouted together and ran off. Applejack just looked stunned as they took off.

"So, that's a maybe?" was all Applejack could say.

It was a little while later that they had calmed down enough to arrive back at the Grand Oak library. Both were clearly frustrated and stressed out.

"Ugh, I never thought being showered with favors could be so aggravating!" she retorted angrily. Mario suddenly felt a little insecure.

"Umm...I don't...make you feel that way...do I?" Twilight was taken aback by the question but just gave him a assured sigh.

"No...just...stick to making us some lunch and nothing else for today, okay," said Twilight. Mario nodded and she opened the door. There before her were various animals dusting and cleaning the inside of the library. Then they heard a familiar yellow Pegasus humming a sweet tune (apparently the first few notes to the show's theme song) as she continued to dust.

"Seriously?" Mario said aloud.

"Fluttershy," Twilight gasped, "Not you too?"

"Oh, well, hello Twilight," said Fluttershy, "I hope you don't mind, but we're all doing a little spring cleaning for you."

"It's summer," said Mario and Twilight as a matter of fact.

"Oh, well, better late than never, right?" said Fluttershy as she flew next to them, "It was Angel's idea." The little bunny smiled and continued to toss a salad nearby.

"You're not doing this for the ticket, are you?" Twilight asked, getting right to the point.

"Oh no, I'm doing this because you two are my very best friends, Right Angel?" said Fluttershy and the bunny just gave her a glare, "Oh yes, we are just doing this for the ticket." Mario's jaw just dropped.

"Unbelievable," he remarked as Angle offered them the salad.

"No, no, no!" said Twilight firmly, "Well, this was all very nice of you and Angel, but we're not accepting any extra favors until we've made our final decision, so I'm going to have to ask you to leave." Twilight opened the door, but then a huge burst of confetti blasted into the door.

"SURPRISE!" some ponies shouted outside and trumpets blow. Mario knew what would happen next.

"Hold it!" said Mario before he walked over to Twilight and wrapped a front hoof around her. Twilight looked puzzled.

"Go," he said plainly and they were both whisked away and were being tossed up and down by a bunch of ponies when Pinkie began to sing:

Twilight and Mario, are my bestest friends
Whoopie, whoopie!

"Pinkie..." Mario and Twilight said together.

They're the cutest, smartest, all around best ponies, ponies!

"Pinkie" they repeated.

I bet if I throw a super-duper fun party, party!

"Pinkie!" they said louder.

They'll give their extra ticket to the Gala to me!

"PIIIIIIIIIIIIIINKIIIIIIIIIIIIIIIIIIIIIE!" They shouted loudly, causing the ponies to break away and send them landing hard to the ground. Well...Mario landed on the ground on his stomach. Twilight landed on his back.

"I'm always the fall guy," Mario groaned painfully. Twilight wasn't heavy, but she still landed hard onto his back.

"Yes Twilight? Mario?" Pinkie asked innocently, batting her eyes at the both of them.

"At least the other ponies tried to be subtle about the ticket," said Twilight as she sat up and off of Mario's back.

"Wait, what ticket?" A pony named Drizzle asked, "What Gala?"

"Oh didn't you know?" Pinkie replied.

"Pinkie, shush, shush, shush! ZIP IT!" Mario pleaded under his breath, crossing a hoof across his throat."

"Twilight and Mario have an extra ticket to the Grand Galloping Gala!" Pinkie finished, clueless to Mario's pleas.

"The Grand Galloping Gala!?" The nearby ponies exclaimed. Mario just groaned and Twilight suddenly looked very uneasy as they were soon swamped by dozens of ponies. Ironically, they were all mares.

"Have I ever told you how much I love your mane?!

"I'll wash your dishes!"

They all began suggesting favors outright, but Spike managed to swoop in and help Mario and Twilight slip out of the crowd, but they were stopped by a pony named Daisy.

"Would you like help with your gardening?"

"We don't have one!" Mario answered quickly. They tried to get away again before they were stopped again.

"I have a cartload of extra carrots," A pony named Shoeshine proposed. Soon the crowd had swamped them once again, shouting favor after favor.

"What are we gonna do?" Spike asked as their personal space began to dwindle rapidly. Mario and Twilight felt themselves ready to go into a panic.

"We're..."

"...Gonna..."

"RUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUUNN!" Mario and Twilight shouted as they jumped high into the air and dashed away at top speed. In cues some Benny-Hill style music as Twilight and Mario ran for dear to try and escape the crowd. Mario was panicking so badly he was actually running on just his hind legs. They tried everything, hiding behind carts, disguises (spike was a baby), hiding under a bridge, and even trying manniquin poses in a store, but nothing worked. Soon they were back into a corner with all the ponies shouted favor after favor. The only favor Mario heard clearly was:

"I'll do your taxes!"

Mario tried to get in front of Twilight to defend her, but the approaching crowd made hm nervous to stand strong. The pressure was becoming unbearable for Mario and Twilight when their horns began to glow brightly and they along with Spike disappeared.

"Where is she?" Where did she go? She's disappeared." The other ponies exclaimed. Fortunately, Mario and Twilight had triggered a teleportation spell and landed right back at the grand oaks library. Both were quite frazzled from the trip. Poor Spike was slightly fried.

"Ugh...warn me next time you two are gonna do that," he groaned in a dizzy tone.

"I didn't even know it was gonna happen," Twilight protested.

"That's the trouble with magical surges," said Mario, "you never know when they happen or what they will do. They just trigger under moments of great stress."

"Would have been safer if Mario had just picked us up and sped us both here," Spike pointed out. Mario blinked and face-hoofed himself for not thinking of that.

"Never mind," Twilight snapped as she stood upright with her arms spread out, "Now quick lock the doors!" Now Mario put his speed to good use as the three quickly closed all the doors and shut off all the lights. They breathed a sigh of relief and slumped to the floor once they had finished.

Suddenly a light came back on...

"GASP!" Mario squeaked loudly and pointed a hoof upward. Twilight looked up. Despite locking everything, their five best friends were staring down at them with smiles on their faces near a high window.

Mario and Twilight couldn't take it anymore.

"YAAAAAAAAAARGH!" Mario and Twilight screamed.

"We can't decide!" Twilight retorted frantically, "We just can't decide."

"It's important to all of you and we just can't stand to disappoint any of you," Mario added sadly, "and giving us gifts and doing us favors won't make any difference."

"Because you're all our friends and we wanna make you all happy and we just can't! We just CAN'T!" they said together before crunching into the floor with their front hooves covering their heads. The five mares didn't need long to realize just how upset Mario and Twilight were feeling. In fact, a pair of tears had left Mario's eyes just as Applejack walked up to the both of them.

"Twilight, Mario, sugars," Applejack said gently as she patted a hoof on Twilight's back but still spoke to the both of them, "I didn't mean to put so much pressure on the two of you, and if it helps. I don't want to ticket anymore. You can give it to somepony else. I won't feel bad, I promise."

"Me too," Fluttershy added, "I just feel awful that I made you feel so awful."

"And me too," Pinkie pie put in, "It's no fun upsetting your friends."

"Twilight, Mario," Rarity joined in, "it was unfair of me to try and force you as I did."

"Yes! That means the ticket is mine. Ha,ha," said Rainbow before singing and dancing in the air, "I got the ticket. I got the ticket-" Rainbow soon stopped her victory dance when Applejack, Fluttershy, and Mario (despite having two un-wiped tears on his cheeks) shot her a dirty look. Twilight only looked up. Yet both unicorns still were crouched and their front hooves still over their heads.

"You know," said Rainbow sheepishly, "I haven't perfected my signature moves for the Wonderbolts anyway. I don't need that ticket either."

"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 pointed out.

"We're sorry Mario and Twilight," the five mares said together. Mario and Twilight felt better and exchanging smiles and a single nod.

"Spike, take a note," Twilight instructed as Spike grabbed a sheet of paper and a quill.

"Dear Princess Celestia," Twilight said aloud as she picked up the three tickets with her magic, "We'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 we appreciate the invitation, we will be returning all three tickets to the Grand Galloping Gala."

"What?!" The other five mares exclaimed in shock.

"If our friends can't all go," Mario concluded for Twilight, "We don't wanna go either." The other ponies were still in shock and the decision made them all fell worse about everything.

"Mario, Twilight, you don't have to do that," Applejack protested.

"Nope, we've made up our mind," said Twilight as Mario gave a firm nod, "Spike, you can send the letter now." Spike let out a green flame that ate up the letter and sent it on its way.

"Now you won't get to go to the gala either," said Fluttershy sadly.

"It's okay girls," said Twilight, "We couldn't possibly enjoy ourselves without our best friends there with us."

"So we would rather not go at all," said Mario with a assuring smile. The other mares shared a group hug together and chuckled. Then Applejack gave Mario a one-on-one hug.

"I know yer just thinking about us, sugarcube," she said to him, "but I know you're still disappointed not taking Twilight as your date."

"Mario had asked Twilight to be his date?" Rainbow exclaimed as she, Fluttershy, and Rarity cooed. Mario just blushed shyly as they all giggled, even Twilight.

"Hhg...hgh...urk...urk..." Spike began to make faces like he was grossed out. At least that was how Applejack interpreted his grunts.

"Well wallop my withers, Spike," said Applejack as she pulled away from the group hug and approached the dragon, "Isn't that just like a boy? Can't handle the least bit of sentiment."

"Hey leave me out of this, Applejack," Mario retorted indignantly, "I like hugs, expressing my feelings, and I'm not afraid to cry...DUCK!"

"BURP!"

"Whoa Nelly!" Applejack exclaimed as she barely missed getting hit by the green flame Spike has spat out between her golden mane and stenson hat. The flame turned into another letter.

"A letter from the princess?" said Twilight surprised, "that was fast."

"Mom must have had time to sort her mail today," Mario replied as Spike opened the letter.

"My faithful students, Twilight and Mario," Spike read aloud, "Why didn't you just say so in the first place? Seven tickets to the Grand Galloping Gala." The ponies all gasped.

"Now we can all go," said Twilight happily. The ponies cheered. Then Twilight noticed Pinkie smiling and batting her eyelashes at Mario, making him rather nervous.

"And Mario can be my date," Twilight added.

"Uh-huh," Mario with a definitive nod. Pinkie blinked before smiling again.

"That's okay," she replied and leaned into his face with a smile, "Someday, you'll be mine." She then bounced away. Mario was left with a long face that had clearly learned a new definition of fear. Then his and Twilight's stomachs growled. Twilight laughed nervously and Mario snapped out of his state of shock.

"Allow us to treat you both to dinner," Rarity offered them.

"What a great way to apologize," said Rainbow as each pony collected their ticket. Each hovered above their heads as they left the house, even if they weren't a unicorn.

"And to celebrate," Pinkie Pie added as she exited, "Come on everyone, the cupcakes are on me!" Spike held on to one extra ticket excitedly, until Applejack left and the ticket left Spike's head and floated above hers.

"How come I don't get a ticket to the gala?" He asked sadly and then, "Hurk! BURP!" Applejack stopped moved when she heard the belch, a green glow, and looked back. Spike got another letter.

"And one for you Spike" he read and giggled happily as he held his ticket happily and left the library. Then he saw Applejack, just standing casually with a sly smirk on her face. Spike froze for a second before making a face.

"I mean, gross, I have to go too?" he remarked before he dashed away giggling again. Applejack just chuckled and went to catch up with the rest of their friends. Who knows what made Spike change his mind?

But in the end...it was something they could all look forward to.

So...Mario has already made his first move and Twilight said yes.

And I've hinted at a possible love triangle.

In future, Twilight will still be reciting the letters on her own for the most part of season 1. Even though the lesson she learns will be shared with Mario (and he will be credited in the letters at the end of each episode with her too). She was the main focus of the first few seasons and I'd rather keep it that way.

Until next time...Peace Pony Fans.

Applebuck Season

Pony's Log Number 104: Self-determination can be a powerful tool, but it can be dangerous if used incorrectly...for everyone around you...

It was another beautiful morning in Sweet Apple Acres as Applejack and Big Mac were surveying the vast orchard, which every tree was loaded to the tree truck with juicy, delicious apples.

"Boy Howdy!" said Applejack as she survey the trees, "I got my work cut out for me. That there is the biggest bumper crop o' apples I ever laid eyes on."

"Eeyup," said Big Mac, "Too big for you to handle on your own."

"Come on, big brother!" said Applejack, "You need to rest up and get yourself better. I haven't met an apple orchard yet that I can't handle..." Applejack poked the white bandage, making Big Mac cringe as he gave her a death glare, "...Oops, sorry. I'll take a bite out of this job by day's end."

"Biting off more than you can chew is just what I'm afraid of," Big Mac said calmly.

"Are you sayin' my mouth is makin' promises my legs can't keep?" Applejack retorted indignantly.

"Eeyup," said Big Mac plain and simple.

"Why of all the...This is your sister, Applejack, remember?" she snapped, "The loyalest of friends and most dependable of ponies?"

"But still only one pony," Big Mac replied calmly, "and one pony plus hundreds o' apples just doesn't add up to..."

"Don't you use your fancy mathematics to muddy the issue!" said Applejack, now angry, "I said I could handle the 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." Despite her determination, Applejack just gulped. She knew her work was cut out for her.

(Theme Song)

It wasn't long before Big Mac let Applejack be as she made her way into the apple orchards to look around.

"Well I better get kickin'," she said to herself, "These apple's aren't gonna shake themselves out off them trees." It was just then the ground began to rumble.

"Hey!" said Applejack when an apple fell out of a tree and bonked her square on the head, "OW!" Back in Ponyville, Rainbow Dash was searching about for the source of the rumbling. That was when she saw the source and the sudden "Mmmmoooooo!" of several cows approaching the town. The other ponies began to panic.

"Stampede!" A pony named Bon Bon shouted and the other ponies began to dash about. Some were also shutting up their windows, closing their doors, and even pulling the welcome mat inside (like that's gonna matter). Despite all the chaos, Pinkie was just laughing herself away.

"H-h-h-h-h-hey-y-y-y-y-y...! Th-th-th-this-s-s-s-s-s m-m-m-m-m-makes-s-s-s-s m-m-m-m-my-y-y-y-y v-v-v-v-voice s-s-s-sound s-s-s-s-silly-y-y-y-y!" she remarked as she bounced along the rumbling around, making her voice vibrate.

"Pinkie are you crazy?!" Twilight retorted as she dashed by and stopped, "Run!"

"Everypony calm down," said Mayor Mare as Mario dashed by frantically and came to a stop behind her, "There is no need panic."

"R-r-right," said Mario uneasily as he stood next to the mayor, "We...we gotta do something!"

"But Mayor, whatever shall we do?" Rarity asked worried. It was then Rainbow Dash noticed something else in the distance.

"Look there!" Rainbow called out. Amongst the cows was a familiar orange pony and her faithful dog whose name is Winona.

"YEEHAW!" Applejack chanted. The ponies stopped running about to watch her and gave her a loud cheer.

"Move aside Winona," Applejack called out, "Put 'em up, girl!" Winona barked excitedly as she ran alongside Applejack. Rarity just moaned as she and a few other ponies just watched Applejack in action.

"This is the best rodeo show I've ever seen," Pinkie exclaimed as she watched while eating a bag of popcorn. Twilight just rolled her eyes at her while Mario shook his head and did the same. Applejack continued to keep pace with the runaway cows.

"Come on, little doggies! Turn!" she called out as she gave a cow a bit of a shoulder bump and gave a whistle, "Winona, put 'em up!" Her dog barked and gave a light nudge as well from the other side.

"Haha! Gotcha!" Applejack called out as she grunted again and continued to try to redirect the cows. Winona gave another bark and continued to help Applejack. The cows were just yards away from the bridge that lead into town when Applejack and Winona successfully got the cows to turn to the side, running along the other side of the river and away from Ponyville town square.

"Attagirl," said Applejack with another grunt to keep them all in line, "Yee Haw!" Once they started to slow down did she managed to get ahead of them.

"Whoaaa!" Applejack commanded as the cows came to complete stop, "Hooie. Now what was that all about?"

"Moo!" said a cow named Daisy Jo before coughing to clear her throat, "Oh my! Begging your pardon, Applejack, but Mooriella here saw one of those nasty snakes..." The other cows made startled expressions in agreement, "...And it just gave us all the willies, don'tcha know." Applejack just smiled sympathetically.

"I completely understand," Applejack replied gently, "Just next time, try and steer clear of Ponyville."

"We certainly will, Applejack," Daisy Jo answered before she and the rest of the cows made their way back towards the farm, "So long, Winona!" The dog barked in reply. The ponies watching just continued to cheer excitedly, chanting Applejack's name.

"Yee Haw!" Applejack replied to all the praise, striking a pose.

"Yee Haw!" Pinkie added as she tried to mimic Applejack's pose and hopped around like she was a cattle ranching pony, "Ride 'em cowpony!" Some other ponies just watched her, but said nothing.

"That's actually not a bad imitation," said Mario as Mayor Mare was most impressed. With Applejack, not Pinkie's impression of the farm pony.

"Applejack was just...just..."

"Appletastic!" Pinkie said from up above, until gravity reminded her she couldn't stay in the air and landed on the ground on her back.

"Exactly," Mayor Mare replied, "We must do something to thank Applejack for single-hoofedly saving the town."

"I know," said Pinkie as she lay on the ground.

"Of course you do," said Mario, knowing exactly what she was going to suggest.

"A party!" she called out. Within a few minutes the ponies had the town square loaded with decorations, balloons, and party streamers of every kind.

"We are all ready?" Twilight asked as she and Spike arrived. Rarity tied a beautiful red bow onto a nearby tree.

"Just one thing," said Rarity. Using her magic, she lifted a large gold colored banner with an apple on the center and placed it above the stage where Applejack would come and claim her special prize, "Now we're ready."

"Is Applejack all set?" Twilight asked, facing Rarity.

"Actually, I haven't seen her all week," said Rainbow as she landed next to Rarity.

"Not since the stampede," Pinkie added as she hopped next to the three Ponies.

"But she'll be here for sure," said Rainbow, "Applejack is never late." Mario suddenly felt very worried as he approached Twilight as the other girls finished some final touch-ups.

"Oh I've got a bad feeling about this," said Mario.

"Thanks, Pony-one Kenobi," said Twilight with some sarcasm in her tone, "Can you please go see that Applejack gets here on time?" Mario felt indignant by her remark.

"Aye-ye," he replied before stomping away, grumbling to himself. He was still worried.

Later that day, all the ponies in town had gathered around the stage as Twilight made her way towards the podium, carrying a large stack of messily stacked note cards. Once she arrived, she used her magic to straighten out her cards, holding the first one up to recite her speech on it.

"Welcome everypony," she began, "today we are here to honor a pony who we can always count on to help in matters great and small. A pony whose contributions to-"

"Did you see Applejack's slick moves out there?" Rainbow interjected as she flew right in front of Twilight, causing her note cards to scatter about, "What an athlete! This week she's gonna help me with my new flying trick, and I know it's gonna be so awesome!"

"Exactly," said Twilight, shoving Rainbow off the stage, "and..."

"This week, I get to run Sugarcube Corner for the first time," Pinkie jumped in, right in front of Twilight.

"What does that have to do with Applejack?" Twilight asked curiously from behind the pink pony.

"Oh, Applejack, one of the best bakers ever," Pinkie answered, "is gonna help me. Applejack makes everything great, so free samples for everypony!" The other ponies cheered until Twilight shoved Pinkie off the stage.

"Oh-kay, that's great," Twilight remarked, "Now if I could just make a point without being inter-"

"Twilight?" said a familiar yellow Pegasus as she appeared under the left side of the podium.

"-rupted." Twilight remarked before giving Fluttershy a glare as the Pegasus stood beside her.

"Twilight, I'm so sorry," Fluttershy replied, "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 going to gather them using her wonderful herding skills." Twilight just rolled her eyes, showing her patience was thinning as she gave Fluttershy another dirty glare. Fluttershy just removed herself from the podium.

"Anypony else? Anyone?" Twilight asked in irritation. No pony dared to make eye contact with her and she finally settled down, "No? Well then, as I was trying to say-" Then Mayor Mare appeared with a toothy grin. A clear sign that Twilight had to wrap the speech up and the timing had pushed Twilight's patience to the limit.

"UGH! Nevermind!" Twilight barked as she let her cards scatter and stomped away angrily. Mayor Mare just smiled as she approached the podium.

"Ah-ahem. and so, without no further ado," Mayor Mare continued, "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!" The ponies all cheered as the curtain opened to reveal...no pony. Soon the cheering turned into murmuring.

"Cool! Way to go Applejack, that was awesome! I mean-" Spike soon realized just how off timing his personal cheer was, especially with Twilight glaring at him.

"Heh..." was all Spike could say afterward. Then there was nothing but silence.

"Ah-hem," Mayor mare remarked, hoping for something or somepony to speak up, but...nothing.

"Awkward," Spike whispered and the rest of their friends agreed.

"I'm here. I'm here," said a familiar country voice with a yawn and a sigh. There was Applejack, carrying some overloaded baskets with apples, some of them falling to the ground as she made her way through the crowds. Her eyes were drowsy and there were bags under them as well. Mario just quietly headed over to his friends without saying a word.

"Sorry I'm late," said Applejack tiredly, "whoa-I was just-whoa. Did I get your tail? Miss Mayor. Thank you kindly for this here...award thingy..." Applejack yawned again and looked at her face in the reflection. "...It's so bright and shiny and, heh, heh-heh, I sure do look funny, heh. Ooo-ooo." Applejack began to lean back and forth at her reflection with a woozy smirk on her face. Then Pinkie joined her.

"Woo-ooo"

"Ooo-ooo" They chanted together.

"Okay," said Twilight nervously as she reached the stage, "Well thank you Applejack for saving us from that scary stampede, and always being there for everypony."

"Yeah, I like helping the ponyfolks and...(yawn)...and stuff..." Applejack suddenly dozed off standing up...for two seconds before she shot up, snorted, and shook her head, "...Oh, uh, yeah, uh, thanks." Applejack grabbed the handle of the trophy by the mouth and dragged it off stage, going down the exact path she came from but walking backwards. The other ponies just stayed quiet as Applejack took her leave.

"Was it just me," Twilight asked out of the blue, "or did Applejack seem a little-"

"Tired?" Rainbow proposed.

"Messy?" Rarity added, getting funny looks from the others, "Well, did you see her mane?"

"So what," said Mario remarked quietly, "she's still pretty." Though no pony heard him.

"She seemed fine to me," said Pinkie, "Woo! Woo! Wo-"

"Pinkie, please stop," Mario asked quietly, placing a hoof over her mouth. Twilight looked at him.

"What happened?" Twilight asked him. Mario just gave her a sad look.

"I found her working on the orchards, she looked pretty worn out," said Mario, "I had to tell her twice about the party before she stopped working and followed. She was walking to slowly and I tried to offer her some help but...she...yelled at me."

"What?" Twilight retorted in surprise.

"She just exploded at me to leave her alone and that she would get there herself," said Mario, "I tried to stick around...but she yelled again for me to leave. I arrived after her because I had taken the long route because I was upset." Twilight looked at him concerned.

"You...gonna be okay?" she asked.

"I'll...I'll be okay," Mario said bravely, "Just...a little frazzled is all..." Twilight looked at him sadly. She could tell Mario was hurt. Pinkie then just gave him a hug and smiled at him. It wasn't much longer before Mario felt the corners of his mouth perk up. He rolled his eyes and chuckled.

"Thanks Pinkie," he replied, feeling better.

"It's what I do," she replied.

"So...what can we do to help her?" said Mario asked Twilight.

"Hmm," Twilight wondered. It wasn't much longer before she and Mario headed towards Sweet Apple Acres. Applejack was just busy working hard trying to collect as many apples as she could. As tired and exhausted as she was, she was breathing rather heavily as she bucked a couple of more trees.

"Phew," she muttered when she felt herself nearly fall asleep but caught herself and got back to work. She tried to buck another tree, but was so far away that all her rear legs hit was air.

"O-oah," she stumbled before trying to recompose herself. Twilight and Mario were not too far away when they saw her working.

"What on Earth is that pony doing?" Twilight asked herself.

"Harvesting apples?" Mario proposed as it was rather obvious.

"I meant that!" Twilight retorted as Applejack mumbled to herself and kicked an apple basket over.

"Whoops," Applejack remarked and walked around to clean up the mess.

"Point made. Let's go," said Mario as he and Twilight made their way closer to the pony.

"Hey Applejack!" Twilight called out, but Applejack had fallen asleep standing up again.

"Applejack," Mario called out but a tad louder, but the orange pony continued to snooze.

"Applejack," Twilight called out and then she and Mario together shouted: "APPLE-JACK!" The orange pony woke with a start and noticed the two friends standing nearby.

"Oh howdy, Twilight, Mario," she said, trying to sound normal.

"What is all this?" Twilight asked curiously.

"It's Applebuck season," Applejack replied as she continued on her way and went to buck another tree, nearly losing her balance, "Whoa!" Twilight and Mario used their horns to teleport towards her. By now they could handle short distances without getting too dizzy.

"Applewhat season?" Twilight asked.

"Nah," Applejack answered, not bothering to correct her, "It's what the Apple family calls harvestin' time. We gather all the apples from the trees so we can sell 'em." Applejack continued to venture forward as Mario and Twilight teleported back in front of her once more.

"But why are doing it all alone?" Twilight asked worried.

"'Cause Big Macintosh hurt himself," Applejack replied simply.

"What about all those relatives we've met when we first came to Ponyville?" Twilight wondered.

"Can't they help?" Mario asked, "and where are they?"

"They were just here for the Apple family reunion," Applejack explained with a sigh, "They actually live all over Equestria and are busy harvestin' their own orchards. So, uh, I'm on my own. Which means, I should really get back to work." Mario and Twilight refused to move.

"Ahem...," said Applejack in a soft tone, "Hint, hint? Get back to work?" Mario and Twilight just glared.

"Fine," said Twilight and Mario together with a snooty demeanor and moved out of her way. Applejack just stood still, wobbling a bit from side to side.

"Could you step aside, Twilight? Mario?" she asked woozily.

"We just did," Twilight answered. Applejack looked at Twilight, even her vision looked rather fuzzy as Twilight continued to speak, "Applejack, you don't look so good." Applejack just shook her head again to refocus.

"Eh, don't any of you six worry none," Applejack retorted, "I'm just fine and dandy! Whoa!" Applejack nearly lost her balance again when Twilight stepped in front of her with Mario doing to the same.

"Do you want some help?" Twilight asked.

"Remember how helpful my..."

"Help?" Applejack retorted, cutting Mario off, "No way, no how!"

"But there's no way you can do it all on your own," Twilight protested.

"I agree," Mario added.

"Is that a challenge?" Applejack demanded, getting in both Twilight's and Mario's faces. Mario looked nervous.

"This is what I put up with earlier today," he warned as Twilight felt a little nervous herself.

"Uhm...no?" said Twilight timidly.

"Well, I'm gonna prove to you both that I can do it!" Applejack snapped, "Now if you'll excuse me, I've got apples to buck." Mario and Twilight just watched her walk away.

"Did...did you wanna borrow my freight cars?" he called out shyly.

"NO!" Mario flinched and dashed behind Twilight, shaking a little. Twilight just bit her lip and watched nervously as Applejack disappeared.

The next day, Rainbow Dash was just standing on the support post of a nearby fence waiting for Applejack. She was tapping one of her front hooves waiting for Applejack to arrive.

"There you are," Rainbow exclaimed impatiently. Applejack just gave a yawn.

"I'm a mite sorry, Rainbow," she said, "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?"

"See this contraption," Rainbow pointed out. There just a few yards away was a tall platform with a teeter-totter like mechanic near it.

"Uh...yeah?" Applejack answered.

"Well, I'm gonna stand on one end," Rainbow explained, drawing mentally what she wanted Applejack to do on screen, "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."

"Isn't that a mite dangerous?" Applejack asked, not fully comprehending Rainbow's idea.

"Pfft, heh, not for a pony who can fly," said Rainbow confidently and zoomed about the sky. Applejack just smiled as she made her way to the top of the platform. As she gazed down at the platform, she started to feel a little nervous. Whether it was her lack of enough sleep or a sudden case of vertigo, Applejack had trouble focusing on her landing point. Rainbow was just sitting quietly on her end of the teeter-totter.

"Ready?" Rainbow called out, "One...two...THREE!" Applejack made her jump...but landed beside her landing point with a PLOP.

"Umm...maybe I wasn't clear," said Rainbow slowly, "You're supposed to land on the other end." At that moment, Mario had decided to take a little walk around the town to clear his head. That was when he noticed Rainbow and Applejack in the distance. Rather than draw attention to himself, he decided to just watch how things turned out a few yards away. Luckily, neither pony noticed.

"Got it," said Applejack as she tried again. Each time she missed the platform, landing on her stomach, her flank, and even on her head. Mario just flinched and groaned each time she missed. Rainbow was losing patience.

"Applejack, what the hay is going on?" Rainbow demanded, "I mean, I thought I was working with Ponyville's best athlete. Applejack shook her head a bit recompose herself. Mario was just shaking his head indignantly in the distance.

"You are," Applejack replied, "I'm okay. Really. I-I have an idea. Watch this." Applejack groaned as she pulled the other side of the teeter totter and sat squarely on it. Rainbow just glared.

"Oh...Maybe not," said Applejack, "Okay one more try. I'm sure to get it this time." Applejack crawled off, causing Rainbow end to slam back down the ground.

"Ugh!" she groaned, feeling a little dazed. Mario was worried as Applejack climbed back on top of the platform and struggled to vision her target.

"What is she up to?" Mario asked with worry.

"Heh-heh...Here I go!" said Applejack as she backed up and got ready to make the jump. Mario's eyes shrunk.

"No..." said Mario and dashed right up to Rainbow and grabbed her from behind.

"ABORT! ABORT! ABORT!" he cried out as he got on her end and tried to pull her off. Rainbow was taken by surprise and was trying to push him off.

"Mario what are you..." Rainbow struggled then saw Applejack take off for a belly flop and now she realized why Mario was there, "Wait..." It was too late as Applejack made her landing perfectly, sending both Rainbow and Mario into the air at high speed.

"AAAAAAAAAAAAAAAAAAAAAAPLEJAAAAAAAAAAAAAAAAAAAAACK..."

"Hoo-Hoo-WEEEEEEEEEEEEEEEEEEEEEEEEE-HEEEE-HEEE-HEEEEEEEEEEEE..."

Rainbow and Mario screamed as they went airborne and out of sight.

"You're welcome!" Applejack said, feeling she did her job and headed back to the orchard. It was another few seconds later as Twilight was just enjoying a book on her bedroom balcony when Rainbow crashed into the front railing. Mario, who was still holding her, lost his grip when she hit the railing. This sent him flying over Twilight and into the railing behind her upside down.

"Can I help you?" Twilight asked plainly.

"I think somepony else needs your help," Rainbow told her wearily.

"Applejack?" Twilight replied in the same tone.

"Yep," said Rainbow and lowered her head since the impact left her slightly dazed. Twilight just felt indignant until she heard a loud groan from behind her. Mario was still upside down and his eyes were swirling in a dazed manner.

"And how did you get mixed up in all of this?" Twilight asked, "you said you were going for a walk."

"I'm okay," Mario replied in a dorky tone, "I'm fluffy." Twilight just blinked before rolling her eyes. She knew she needed to speak to Applejack again. This time...she decided to do it alone.

By now, Applejack was back on the farm doing her work, but the fatigue was continuing to take its toll on her. She bent down to pick up some Apples and missed a low branch underneath her head.

"Ow!" she exclaimed as she rubbed the back of her head. Just then, Twilight arrived.

"Applejack, can we talk?" she asked. Apparently the impact had done a number on Applejack's hearing, for she was having a difficult time even hearing what Twilight was saying.

"Applejack, can we talk?" Twilight repeated but all Applejack could see was Twilight moving her lips and barely what was being said.

"Can bees squawk?" Applejack said loudly, "I don't think so."

"No. Can we talk?" Twilight said more firmly.

"Twenty stalks?" Applejack replied in the same tone, "Bean or celery?"

"No!" Twilight snapped, raising her voice, "I need to talk to you."

"You need to walk to the zoo?" Applejack more confused than ever, "Well, who's stoppin' you?"

"I need to talk to you!" Twilight yelled.

"Oh! Well why didn't you say so?" said Applejack, in clear denial she was having hearing problems, "What you wanna talk about?"

"Rainbow Dash dropped in to see me today," said Twilight.

"That's quite neighborly of her," Applejack replied.

"Yes, except that she and Mario crashed onto my balcony right after you launched them into the air," said Twilight indignantly, "And I think Mario may have landed on his head cause he's claiming he's prettiest girl at the gala and singing songs back from magic kindergarten!" Applejack just blinked before turning around in shame.

"Oh yeah," said Applejack, using her normal voice, "I wasn't feeling quite like myself this morning."

"That's because you're working too hard and you need help!" Twilight snapped as she approached her. But Applejack was dozing off again until her hear shot up.

"What? Kelp? I don't need kelp," Applejack retorted, showing that her hearing was still impaired, "I don't even like seaweed!"

"HELP!" Twilight shouted at her, "You need HELP!"

"Nothin' doin', Twilight," Applejack shot back, "I'm gonna prove to you, t'everypony, that I can do this on my own." Applejack turned to leave and collided forehead first with the same low branch.

"Ow!" she exclaimed, looking rather dazed, "Now if you'll excuse me, I've gotta help Pinkie Pie." With that, Applejack wobbled away.

"Ugh!" was all Twilight could say before she headed back to the library. She could only hope Mario hadn't started singing the one song she despised the most:

Unicorns are fluff fluffy, unicorns are lovely...

AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!

...

I don't like that song either.

A short time later, Saffron Cake, the wife of Carrot Cake and co-proprietor of the sweetest and most delicious bakery in Ponyville, Sugarcube Corner, was double checking things with their assistant and apprentice, Pinkie Pie.

"Now Pinkie Pie," Mrs. Cake asked as she and Carrot, or Mr. Cake, got ready to leave, "are you sure you're up for baking the muffins and running the store this afternoon?" It wasn't that they didn't trust Pinkie Pie, but the pink pony's randomness often times made ponies question if she could handle serious responsibility. Pinkie didn't seem to mind these opinions and was ready to prove herself.

"Yes siree bob, Mrs. Cake," Pinkie answered, "Plus I have Ponyville's prized pony to help me out. Why she's the best baker ever. Right, Applejack?" Applejack just gave rough shake of her head since she was fighting not to doze off. Plus instead of not hearing ponies, Applejack was now hearing them as if she were underwater or moving in slow motion.

"No?" Mr. Cake said puzzled, "You're not the best baker ever?"

"WHAT?" Applejack exclaimed as she woke up, "Oh no! I mean, don't you fret. I can bake anything from fritters to pies in the blink of an eye." Saffron Cake still didn't feel so sure about this, but she and Mr. Cake needed to do something outside the shop.

"All right," Mrs. Cake said with a sigh as they both made their leave, "Well, see you later, girls!" Saffron then made her way out of the shop. Applejack was still shaking her head to stay awake when Pinkie grabbed her head.

"Stop with the shakin', it's time to get bakin'," said Pinkie. Soon Pinkie had the recipe book open and Applejack was standing across the table with the mixing bowl before her.

"All right-y," said Pinkie, "I'll get the sugar and the eggs. Can you get me some chocolate chips?" Applejack was still zoning out.

"Eh, uh, whu, what was that?" Applejack asked again.

"Chocolate chips," Pinkie repeated, but Applejack was still having hearing trouble...and in denial of it.

"Chips...got it," she replied and grabbed a bag on the shelf, "Tater chips, a little salty and dry, okie-dokie. What next?"

"Baking Soda," Pinkie said next.

"Soda" Applejack repeated and grabbed a bottle of soda from the fridge, "Perfect. That'll get the tater chips nice and wet. Now what?"

"A cup of flour."

"A cup of sour? Well, lemons are sure sour. One cup of sour, comin' up. Anything else, Pinkie?"

"One last thing. Wheat germ." Applejack made a face.

"Wheat worms?" she repeated, "Oh, that must be fancy talk for earthworms." Applejack went outside and dug up some earthworms and dumped them into the bowl. Pinkie at this time had just dumped the sugar and eggs.

"Now that's gonna be delicious," Pinkie said excitedly. Had she even looked at the bowl?

"If you say so," said Applejack, trusting Pinkie's judgment. Or Pinkie had put too much trust in Applejack. Regardless of the mixture, once the muffins had cooked, they were put on a tray for the group of ponies awaiting excitedly to pick up a free sample.

"Free muffin sample spectacular!" Pinkie shouted excitedly.

"Mmm, muffins," the ponies all said excitedly as pony after pony grabbed a muffin to eat.

"Yeah! Muffin Spectacles!" Applejack added, "Get 'em while their hot."

Whether Applejack's lack of sleep and hearing was to blame or the fact that Pinkie didn't bother to double check the batter was the cause, no one will know.

The consequences were the same.

It wasn't much longer before Twilight, Spike, and Mario, now back to normal with a light headache, had arrived at what was a temporary hospital.

"We came as soon as we heard," said Twilight.

"Yeah, how can we help?" said Mario.

"On thank you, Twilight, Mario," said a white pony named Nurse Redheart, "We need all the help we can get." Mario and Twilight gasped as they saw dozens of ponies looking very sick and moaning.

"Oh no! What happened?" said Twilight as Spike sniffed something.

"It's not contagious is it?" Mario asked worried, "I don't know a germ shield spell..."

"No, no," said Nurse Redheart, "It was a mishap with some baked goods."

"No, not baked goods," Pinkie groaned, "baked bads." Pinkie groaned again and both Mario and Twilight flinched uncomfortably.

"Applejack," Twilight and Mario sneered.

"Want one?" said Spike as he was chomping what was apparently the bad muffins that had been made. Twilight and Mario just made a face and then glared indignantly to find a certain farm pony once again.

Applejack was already back at the farm. Now she was so exhausted to even get all the apples into the baskets and was using a single cart to carry them all. She continued to grunt and snore as she tried to keep herself from falling asleep. Then she reached a larger basket and went to dump her apples into it, but she ended up tilting the kart too far back and ended up stuck in the harness upside down, now asleep. That was when Mario and Twilight arrived.

"Applejack, we need to talk," said Twilight.

"Wha huh?" Applejack started as she noticed them while she was still upside down, "Oh it's you, Twilight, Mario..." she gave a yawn, "...I know what you two are gonna say, but the answer it still no."

"Not to upset your applecart," said Twilight, "but you need help."

"You're upside down for crying out loud," Mario added.

"Hardy har," said Applejack with a groan, "and no I don't."

"Here, let us help," Twilight offered.

"Help? No thanks," said Applejack with a groan as she tried to get herself and the cart back upright, "A little more...little...there." Mario and Twilight just groaned.

"That was sad," Mario remarked even though Applejack did succeed getting upright.

"I'll prove that this here apple can handle these apples. Come on...apples...fall off!" Applejack continued to grunt as she used one and eventually both hind legs to try and buck apples off the tree.

"AJ, think you're beating a dead...tree," Twilight pointed out. Applejack looked and found that the tree was fruitless and one of the few leaves had fallen off.

"I knew that," Applejack plainly before walking away.

"Actually Applejack," said Twilight as she and Mario followed her, "I had something else to talk to you about. I just came back from Urgent Care and-"

"You know," said Applejack, losing her patience and unwilling to admit she messed up again, "I'm a little busy to get lectured right now."

"But if you'd just let us help-" Twilight called out.

"Ugh, No, no, NO!" Applejack retorted angrily, "How many times do I gotta say it? I don't need no help from nopony."

"At least take some of my freight cars!" Mario snapped, "They helped you win that bet with Big Mac after all."

"I said NO!" Applejack yelled.

"Fine!" Mario yelled, "But do us all a favor AJ, just focus on the apples and stop trying to help the other ponies. Because your help isn't helping anypony at all right now!" Applejack got right into Mario's face.

"Don't. Tell. Me. What. To. Do." Applejack said angrily in a low voice before stomping away. Mario was furious. She had agreed with Mario said and was just as upset as he was for Applejack's reaction.

"Ugh, that pony is as stubborn as a mule," Twilight retorted.

"You said it," Mario said angrily. Then a familiar neighing was heard.

"No offense," said Twilight as she and Mario smiled apologetically.

"None taken," said the mule. How he showed up out of the blue was anyone's guess.

Later on, Applejack was with Fluttershy in a area that was loaded to the brim with bunnies of all shapes and sizes.

"Oh Applejack!" said Fluttershy happily, "Thank you so much for offering your herding skills for the annual rabbit roundup.

"Ugh," Applejack groaned in irritation, "Why are we doin' this?"

"Well, lots of new baby bunnies have been born," Fluttershy explained, "so it's my job to get a count of all the new families."

"Fine," Applejack snapped, "Can we just get on with it?"

"Certainly," said Fluttershy, not noticing Applejack's sour mood, "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," Applejack snapped, "Right, Winona?" Her faithful dog barked excitedly.

"Okay, little bunnies!" Fluttershy called out, "I need you to all gather here in the middle." Applejack then charged forward and began to round them up her own way, completely ignoring Fluttershy's advice.

"That's right! Let's go, bunnies!" Applejack shouted, "In the center. Hop to it." Obviously, Applejack's way wasn't very effective as some of the bunnies ran away from her.

"Swell. Just swell. Put 'em up Winona," Applejack commanded. Winona just barked as they continued to chase the bunnies about.

"Applejack! Winona! Stop!" Fluttershy cried out, "You're scaring them!"

"We know what we're doin'," Applejack retorted, "Get along, little bunnies." After some effort, they were able to successfully gather all the bunnies into the middle area that Fluttershy wanted. But the poor bunnies were trembling and terrified.

"Oh no," Fluttershy said with worry, knowing what would happen next. It wasn't long before the bunnies were overwhelmed, and they charged between Applejack and Winona towards Ponyville. Once again, another earthquake-like rumble was heard and felt by the ponies as Rainbow began to survey the skies. She soon saw the smoke cloud approaching.

"STAMPEDE!" She called out. Unlike last time, there was no stopping the bunnies from charging over the bridge and into the town.

"Stampede!" Daisy called out before yelping as she got out of the way of the rampaging bunnies. Other ponies were screaming and finding a place to hide. One pony named Lily Valley saw the bunnies coming towards her. She was so frightened that she passed out, yet all the bunnies did was run around her and kept going.

A couple of minutes later, Twilight and Mario were enjoying a nice little walk together. After their heated confrontation with Applejack, Mario had suggested a nice relaxing walk in the Ponyville park to clear their minds. Twilight agreed and both were feeling in good spirits, humming in tune with each other as they reached the town square. They gasped and found Lily Valley, Rose, and Daisy laying on the ground, looking traumatized.

"The horror, the horror," said Rose in a dramatic tone.

"It was awful," Lily Valley added.

"A disaster," said Daisy, "A horrible, horrible disaster." Mario and Twilight just had blank looks on their faces.

"I don't get it," said Twilight.

"Me neither," said Mario, "I don't see anything that would be..."

"Our gardens," Lily Valley pointed out, "destroyed."

"Every last flower, devoured," Rose added, showing her ruined flower garden.

"By...by...THEM!" finished Daisy, pointing a hoof to a large collection of bunnies that were literally nibbling and chewing everything in sight.

"Oh my. Oh...Please stop, little bunnies," Fluttershy pleaded, but it was falling on deaf ears, long ears that is, "Oh no! Please, let's go home. Oh my goodness!" Mario felt his blood boil.

"Where was Applejack when all this was happening?" he asked, through his teeth.

"She...never showed up," said Rose sadly. Mario and Twilight were indignant.

"All right, Enough is enough," said Twilight.

"You said it," Mario added, "How could Applejack just let all these bunnies rampage since she obviously went to help Fluttershy? That's just irresponsible! That pony's stubborn nature is gonna bring Ponyville to the ground. Something has to be done!"

"Right," Twilight nodded and then gave Mario a glare, "And put that rope away." Mario was twirling a rope using his horn, ready to tie Applejack down to make her surrender.

"We've tried being reasonable," said Mario, but Twilight just glared.

"Oh...fine!" Mario pouted as he made the rope disappear.

Just as Mario and Twilight expected, Applejack had returned to work but she was so worn out that she couldn't even buck the tree at all.

"Must...keep...buckin'..." Applejack panted heavily, "just...a few...more. Must keep harvestin'."

"All right Applejack," said Twilight sternly as she and Mario stood their ground, "Your applebucking hasn't just cause you problems. It has over-propelled Pegasus' and Mario, practically poisoned plenty of ponies, and terrorized bushels of brand new bouncing baby bunnies. I don't care what you say, you. Need. Help."

"And you need it now!" Mario added.

"No, I don't," Applejack grunted as she finished collecting some apples from a tree, "Look, I did it. I harvested the entire Sweet Apple Acres without your help. How d'ya like them apples?" Applejack gave them a prideful look as she showed them the entire area of empty trees. Mario and Twilight just glared as they shifted their eyes in another direction. Big Mac mysteriously appeared beside her. He had heard everything.

"Um, how do you like them apples?" he told his sister as he tilted his head in the other direction. Applejack gasped. Apparently she had only done about half of the field, possibly two thirds, but either way. She still had work to do.

"Where'd all the apple...?" Applejack mumbled as her eyes crossed and continued to mumble for a few seconds before fainting. Fortunately she wasn't knocked out for too much longer and when she opened her eyes she saw both Mario and Twilight standing before her.

"Applejack."

"Applejack." said Twilight and Mario in succession.

"Huh?" Applejack mumbled as she found herself laying on the ground. By now, Mario had collected the spilled apples and had taken them to the barn with the rest.

"Oh good, you're okay," said Twilight, "Now Applejack, I completely respect the Apple family ways. You're always there to help anypony in need, so maybe you can put a little of your stubborn pride aside and allow your friends to help you." As Twilight was speaking, Applejack's eyes shifted from the two ponies to the remaining part of the orchard. Her eyes were still as big as saucers. Mario couldn't tell if Applejack was going to scream or cry. Instead, she just gave a long sigh.

"Okay Twilight. Okay Mario," Applejack said in defeat.

"We're not taking "no" for an answer-" Twilight continued until she heard what Applejack said.

"what?" they said together in shock.

"Yes, Twilight. Yes, Mario please," Applejack replied, putting her front hooves together as if she was begging or pleading, "I could really use your help." They both chuckled and gave a sigh of relief.

"Alright AJ," said Mario, "come on. Let's get you back on your hooves." Applejack allowed Mario to help her sit up, but her exhaustion made her feel woozy as she stood up and Mario helped her keep balance.

"I think a nice nap will do you some good," said Mario as he used his magic to place her on his back, "We can handle the rest of the apples...Applejack?" He turned his head to find that Applejack had not only conceded, but was already fast asleep. Mario and Twilight just chuckled to themselves as Mario summoned some of his freight cars for Twilight and the others and took Applejack back to the house to sleep. As she slept, he returned to help the rest of their friends with the Apples.

"Dear Princess Celestia," Twilight recited from a letter she wrote before they all had started applebucking, "My friend Applejack is the best friend a pony could ever have, and she's always there to help anypony. 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.

You're faithful students, Twilight Sparkle and Mario Star."

Just as they had collected a large amount of apples, Applejack returned, looking much better and pushing a metal serving cart with drinks that had straws on them.

"How about y'all take a little break?" Applejack proposed as she brought the drinks to a wooden table, "I got some fine apple juice waiting for ya!" The others gathered around her to enjoy their drinks as Applejack gave a sigh.

"Girls, Mario," said Applejack slowly, "I can't thank you enough for this help. I was acting a bit stubborn..."

"A bit?" Twilight and Mario replied with smirks on their faces.

"Okay," Applejack corrected, "A mite 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." Everyone agreed to that statement.

"Phew! That applebucking sure made me hungry," Rainbow pointed out.

"And I've got the perfect treat," Spike replied as he held a plate of...the bad muffins.

"Eeww...Spike," Pinkie exclaimed, leaning away from the plate, "I threw all those away. Where'd you get them?"

"From the trash," Spike answered as if it was no big deal.

"EW!" all seven ponies said at once before they left the table in disgust. Spike still didn't see the big deal.

"Just a little nibble?" Spike offered as he tried to catch up with them, "Come on."

"EW! Gross!" the seven ponies all remarked as they got back to work.

There completes another Episode of chills, thrills, and (eww) icky muffins.

Peace Pony Fans!

Gilda the Brush Off

Pony's log number 105: While it is always good to keep your old friends and make new ones, true friends never make you chose one over the other...

One afternoon, Twilight was sitting in the park enjoying her book while Mario just sat on the ground enjoying the sun rays with some black shades. Why was he sitting on the ground? Twilight was claiming the entire bench for herself, but he didn't seem to mind. It was pretty peaceful...until a certain cotton candy pink pony showed up and started rambling about what was on her mind.

"Hoof-biting action overload!" Pinkie continued as she seemed to talk endlessly about Rainbow Dash, "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!"

"Uh-huh," Twilight replied, continuing her reading.

"I see," Mario added. In fact, that was all the two ponies would say to Pinkie's rambles, but the pink pony didn't seem discouraged about it and continued.

"And then she looped around and around like whoo-whoo-whoo-whoo-whoo-whoo-whoo!" Pinkie continued.

"Uh-huh"

"I see"

It was just then a certain Pegasus appeared flying high in the sky. Pinkie took after her.

"Phew" Mario and Twilight replied, grateful for the peace and quiet again, as Twilight turned the page of her book. Rainbow was just keeping to herself as Pinkie dashed after her.

"Rainbow Dash!" Pinkie called out.

"Pinkie Pie?" Rainbow grunted, "Not again." Apparently the pink pony had been following her for the past couple of days.

"Rainbow Dash!" Pinkie shouted again.

"Not now, Pinkie Pie," said Rainbow annoyingly.

"But, but Rainbow Dash-"

"I'm in the middle of something."

"But-"

"I said not now-" CRASH

Poor Rainbow didn't pay attention to where she was flying and ended up smacking herself into the side of a mountain. She slowly slid down the side and came to stop right in front of Pinkie.

"I was gonna tell you to look out for that mountain," said Pinkie innocently. Rainbow just grumbled to herself as she stayed low to the ground.

(Theme Song)

The next day, Rainbow was just lazily reclining on her own little fluffy cloud above the town of Ponyville. But all the chatter down below was not helping her already sour mood. She growled with irritation as she grabbed some cloud fluff and stuffed it into her ears. Then a familiar pink pony arrived, humming to herself.

"Hi, I'm looking for Rainbow Dash," said Pinkie to a group of ponies near a vender, "Have you seen her?" She then went to another group of ponies. "Hi there, have you seen Rainbow Dash? Okay, thanks anyway." By now Rainbow was trying to bury herself into her cloud to try and hide. Then Pinkie saw Twilight and Mario.

"Twilight, Mario, have you seen Rainbow Dash anywhere?" she asked the two.

"Isn't she right up there?" Twilight replied as she looked upward towards a nearby could.

"Usually if you see a single cloud floating about, you'll find Rainbow," said Mario as he looked up as well. Rainbow was secretly praying Pinkie wouldn't notice her.

"Rainbow Dash" she exclaimed. Rainbow grunted before taking off at high speed with the cloud with her. Pinkie just hopped after her.

"Good luck trying to lose her Rainbow," said Mario, "Once Pinkie sets her target, it's impossible to shake her off."

"I just hope Rainbow doesn't lose her temper over it," said Twilight, "it's sad seeing Pinkie cry." Mario blushed sheepishly and looked at the ground quietly. He had lost his temper with Pinkie for tracking him all over Equestria once. While things had been settled, he didn't like to be reminded of his own mistakes.

Meanwhile, Rainbow flew as fast as she could to Sweet Apple Acres and hid herself behind the barn. Rainbow just breathed a bit heavily as she peeked from behind the side of the wall of the barn

"Phew," she sighed in relief, "That was close." Rainbow was safe...for about two seconds.

"Hi!" said Pinkie. Rainbow did a fast 180 to find the pink pony was right behind her.

"Aah!" Rainbow screamed and took off as fast as her wings could carry her. Pinkie just casually hopped after her. Rainbow did her best to change directions as often as she could and then ducked inside the branches of the Great Oak Library. She quickly peeked on top before settling into her new hiding place. She panted a bit to regain her breath...when she found the pink pony poke out from underneath her.

"Hi again!"

"AAH!" Rainbow screamed and took off even faster. Pinkie just casually bounced after her once again. Rainbow zipped away towards the right and Pinkie followed. As Pinkie made her way down a hill, Rainbow popped out of the cloud above, tip-toed away in the air to shake Pinkie off her tail, and zipped as fast as she could to a nearby pond. Rainbow made an exhausted landing near the edge when...guess who...surfaced from the water wearing a snorkel.

"Pfeh," Pinkie muttered as she spit out some water from her mouth and got right to the point, "I need a favor, Rainbow Dash."

"Waaa!" Rainbow jumped and prepared to take off again, but just landed back on the ground on her stomach in defeat, "-Oh, forget it."

"I totally promise it'll be totally fun," said Pinkie from the water. Rainbow just looked exhausted.

"Okay," she replied with a sigh.

A little later Rainbow was holding a small cloud just outside the Town Hall. Pinkie was apparently telling Rainbow where to place it.

"Over to the right," Pinkie remarked, "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 of centimeters north. Okay. One more smidgimeter to the..." Rainbow was losing her patience.

"Pinkie Pie!" she shouted.

"Uh, I mean, perfect," Pinkie answered, "Now wait for my signal." Rainbow just looked annoyed as she waited. That was when Spike came out carrying a large number of scrolls in his arms, humming a little tune. Pinkie gave a gesture and Rainbow kicked the cloud, causing it to give out a clash of thunder.

"D-aah!" Spike jumped in fright, dropping the scrolls on the ground.

(hiccup) (hiccup)

Pinkie started laughing.

"Oh Rainbow Dash, we startled Spike into getting the hiccups!" Pinkie continued to laugh and Rainbow found herself chuckling. Spike chuckled himself

"Good one Pinkie (hiccup) Pie," he replied, being a good sport, "You're always pulling a fast one (hiccup) on me. (hiccup) Nnaa-" As Spike tried to pick up another scroll, his hiccup caused it to burn up instead...and sent directly to Princess Celestia.

"Oh no, you're not hurt are you?" Pinkie asked as she and Rainbow gave him a concerned look.

"Ne-(hiccup)-eh, don't be (hiccup) silly," Spike replied, "dragons are (hiccup) fireproof."

"Oh, okay good," said Pinkie as she and Rainbow exchanged looks. Then they fell onto their backs in laughter. Spike kept trying to pick up the dropped scrolls, but every time he tried, he'd hiccup and burn up the scroll.

"I wish the same thing (hiccup) were true with scrolls," he remarked, still not realizing that all those burnt up scrolls were heading to Princess Celestia. She was soon bombarded with tons of scroll as once. Spike continued to hiccup and burn the scrolls and Pinkie and Rainbow were left in stitches.

"Have you ever seen anything more hilarious?" Pinkie laughed.

"I can think of one thing," Rainbow said slyly as she gave the cloud another kick, causing it to thunder again.

"Aah!" Pinkie screamed and now she, too, had the hiccups. Realizing she had been pranked, she just continued to laugh and hiccup at herself. Rainbow laughed as well as she flew back down.

"You know Pinkie Pie," said Rainbow, "you're not as annoying as I thought." Pinkie only replied was a smile and a hiccup.

"You wanna hang out?" Rainbow offered.

"(hiccup) That'd be (hiccup) I'd really (hiccup)When do (hiccup) I mean (hiccup) when would you (hiccup)..." Pinkie's hiccups were causing her to bounce about uncontrollably. Rainbow grew annoyed until Pinkie bounced straight for her and caught the bouncy pony with her hoof.

"A simple nod would do," Rainbow replied holding her by the mouth and nose.

"Mmm-hmm," Pinkie nodded with puffed up cheeks.

Soon they made their way out of Ponyville's very own joke shop, with buckets loaded with pranks and jokes galore. They were both eager to get started as they headed towards the Carousel Boutique. They quickly rang her door bell before ducking behind some bushes.

"Is she even home?" Rainbow asked.

"I don't know," said Pinkie, "This is going to be gold."

"There she is," said Rainbow as they both snickered behind some bushes. Rarity just opened the door to find a vase loaded with beautiful flowers.

"Ooo," Rarity replied and gave the flowers a nice long sniff, but then she pulled her head back up as some sort of powder was stuck on her nose, causing her to sneeze. Rarity then heard snickering a few yards away and saw that Rainbow and Pinkie had put sneezing powder in the flowers. Rainbow took her leave as Pinkie continued laugh. Then she dropped the powder and a huge dust cloud of the stuff came out.

"Aaa-choo!" Pinkie sneezed, so hard that she was sent flying away from Rarity and in the direction of Rainbow. Rarity just smirked as the two disappeared.

At the Grand Oak Library, Twilight was busy coming up with a new potion and had a sheet of paper to take notes. She put two mixtures together and quickly jotted down her notes. She then went to add another mixture when she found that her paper was blank.

"Hmm?" she mumbled puzzled. Not understanding why the notes she had written were gone. Soon her mixture exploded behind her and she heard snickering. She looked outside her window and saw Rainbow and Pinkie laughing outside. The former was holding a jar of...disappearing ink. Twilight just glared as she went to clean up her failed experiment. The other two ponies just continued to laugh in the branches.

At Sweet Apple Acres, Applejack had just exited her family's barn when she froze in place.

"Land Sakes!" she gasped. Several of the apples on the trees were now in multiple colors and designs. Then she turned her head to find Rainbow Dash and Pinkie wearing berets and holding some artist palettes and paint brushes. They snickered to each other until Applejack began tossing painted apples at them. The two ponies took off as one apple landed inside of a barrel filled with water. Applejack was angry until she looked at the apple inside the barrel. She saw that the paint had washed clean off and was still unharmed. Applejack just chuckled to herself in relief.

Back in town, Mario was busy pulling his own freight cars down the streets of town. He had offered to deliver some inventory goods to Filthy Rich's warehouse. While Mario was far ahead of schedule, he decided to run at more leisurely pace, waving hello to nearby ponies as he and his train went by. Then he had to come to stop at a crossing where some venders from the market were moving their produce carts across the street. Nearby was a bush containing Pinkie and Rainbow. Rainbow had gotten hold of special microphone. The two snickered to each other as they chatted inside the bush.

"So Twilight," said Pinkie casually, "what do you think about Mario?" Rainbow snickered before using the mike.

"Well...he's...actually quite cute and very handsome," Rainbow answered, the mic making her voice sound just like Twilight's. That got Mario's attention and a wide smile spread across his face.

"Would you say you like him?" Pinkie asked.

"I totally like him," Rainbow/Twilight answered, "Why the next time I find him, I'm gonna walk up to him and give him a big kiss!" Mario's cheeks blushed and one could see hearts rising from his head. The guy was well past lovesick. Rainbow fought hard to stay calm and even Pinkie was covering her mouth. Then they went for the whammy.

"There he is!" Rainbow/Twilight exclaimed, Mario turned his head.

"Twilight?" he exclaimed excitedly when...

SPLAT

Mario got a nice custard pie right in the face. His eyes just poked out of the whipped cream and custard as Rainbow and Pinkie laughed at him. Mario felt indignant as he wiped the goo from his face, removed the hardness that let him pull his train, and walked up to them. That was then he noticed the mic in Rainbow's hoof. The two ponies stopped laughing and just smiled at him.

"Rainbow," said Mario blankly.

"Mario," she replied innocently. Mario then smiled.

"I never knew you felt that way about me," Mario answered. Rainbow's eyes shrunk and her face became a pale shade of blue.

"Wuh?" she exclaimed as the mike fell out of her hooves. Mario gave her a sly smile.

"If you wanted to kiss me, you could have just told me," he replied. Rainbow was now feeling rather flustered, and her cheeks were light pink.

"I...I...I..." Rainbow stuttered as Mario walked up to her. Their faces were just a couple of inches apart when Mario said two words:

"Got ya."

Rainbow's eyes bugged out and her jaw dropped. Mario laughed as he backed up.

"You should see the look on your face," Mario continued to laugh, "that'll teach you to make fun of someone who has a crush." Rainbow was still too dumbstruck to say anything as Mario coupled himself to his freight cars. By how his path had cleared so he could be on his way.

"Later Dashie," Mario teased and continued laugh as he pulled his train away. Rainbow just stared before relaxing with a smirk on her face.

"Well played Mario," she said quietly, "Well played." Pinkie just looked indignant.

"I wanted a kiss," she muttered.

"What?" Rainbow asked.

"Nothing!" Pinkie said sheepishly with both front hooves in front of her. Rainbow just rolled her eyes and went to search for their next victim.

It was late afternoon when they found Fluttershy busy tending to some animals at one end of the lake. Soon a squeaky toy floated slowly towards the yellow Pegasus in the water and being held in place by a long wire. On the other side was Rainbow and Pinkie. Pinkie was holding a squeeze trigger in her mouth as Rainbow watched Fluttershy from a distance using a telescope.

"Is someone over there?" Pinkie asked, her voice muffled by the squeezer in her mouth. She couldn't see who Rainbow was looking at, "Who're we gonna squirt? Who're we gonna squirt?"

"Fluttershy," Rainbow chuckled as she watched the yellow Pegasus from her telescope. Pinkie's eyes bugged out.

"WHAT!?" Pinkie snapped as she spat the squeezer out of her mouth, "Nononononono, we can't prank Fluttershy, I mean, she's so sensitive. It'll hurt her feelings, even our most harmless prank." Rainbow didn't need to think about it to know that she was right. Out of everyone, she knew Fluttershy's personality the best.

"Yeah, you're right," Rainbow replied as she pulled away from the telescope and gave a loud raspberry, "Huh. We need another victim whose made of tougher stuff. So, who's it gonna be?"

"Oh, I've got someone in mind," Pinkie answered and kept on chuckling, "the toughest around."

"Oh awesome. Who? Who?" Rainbow asked excitedly, "Do I know them?" Pinkie giggled.

"Oh, yes," said Pinkie as she kept giggling and pointed at the water, "You're very close." Rainbow then noticed that by putting her eye on the telescope that she had earned a black ring around her eye.

"Good one, Pinkie Pie," Rainbow chuckled as they both shared a good laugh.

"Ridiculous," Rainbow added as she and Pinkie Pie continued to laugh. None of them noticed that Fluttershy had found the floating toy in the lake was just timidly poking at it as the sun began to set behind her.

The next morning, Pinkie was on the road out of the town that lead to Rainbow's personal Condominium. Since Rainbow loved flying, it would make sense that her home would be in the clouds...so to speak.

"Rise and shine Rainbow," said Pinkie, wearing a comedy arrow on her head and blew a party hooter in her mouth, "It's a brand new day and we've got alot of...pranking...to...Ooh." Pinkie was caught off guard seeing some sort of feathered creature peak out from the clouds, giving her the eagle eye. Rainbow soon appeared right after from above the creature.

"Mornin', Pinks," said Rainbow and turned to the creature, "Gilda, this is my gal pal, Pinkie Pie."

"Hey, what's up?" Gilda responded in a tough persona.

"Pinkie, this is my griffon friend, Gilda," Rainbow concluded as they shared a secret handshake with each other.

"What's a griffon," Pinkie asked curiously as she removed her funny gear.

"She's half-eagle, half-lion," Rainbow explained as Gilda made her landing next to the Pegasus.

"And all awesome. Raa," said Gilda smugly, "Heh-haa. Yeah, that's right."

"Gilda's my best friend from my days at Junior Speedster flight camp," Rainbow added, "Hey, remember the chant?"

"Sha, they made us recite it every morning," Gild remarked, "I'll never get that lame thing out of my head."

"Soo..." Rainbow proposed with a smile on her face. Gilda just rolled her eyes.

"Ugh. Only for you, Dash," she replied reluctantly. They both flew up into the sky to do the chant. Rainbow put enthusiasm as she said it while Gilda just looked bored and irritated.

Junior Speedsters are our lives,
Sky-bound soars and daring dives
Junior Speedsters, it's our quest,
To someday be the very best!

Once they landed, Pinkie started laughing.

"Oh that was awesome," Pinkie replied once she had calmed down and put her funny gear back on, "And it gave me a great idea for a prank. Gilda are you game?"

"Huh. Well, I groove on a good prank as much as the next griffon," she replied, "but Dash, you promised me we'd get in a flying session in this morning."

"Yeah, uh, well," said Rainbow as Gilda flew off. Rainbow turned to the pink pony, "Pinkie Pie, you don't mind, do you? Gilda just got here. We'll catch up with you later."

"Oh. Um, well sure, no problem," said Pinkie Pie as Rainbow took to the sky to catch up with Gilda, "Have fun you guys, I'll, uhh, just catch up with you- later. She gave a sad sigh and half-heartedly blew her party hooter as they both flew away and left her alone.

A short time later, Rainbow and Gilda were speeding through the skies. Rainbow made a loop-de-loop as she flew by. Gilda copied her move before they continued on their way. Rainbow took the lead at first, but the Gilda caught up and passed her. Rainbow tired to catch up but the griffon was already on a cloud. Rainbow dove into it and they both laughed.

"Whoa, that was sweet," said Gilda, "Just like old times."

"Yeah, only faster," Rainbow added as they shared a quick hoof/fist bump, "So now what?"

"Hey there," said Pinkie as she popped her head in the middle of them.

"Huh" Gilda and Rainbow said as they noticed the hole in the cloud and Pinkie continuously poking her head out of it. She had apparently found herself a giant trampoline and was using it to reach the cloud the other two were standing on.

"It's later," she replied between bounces, "And I caught up." Rainbow just laughed.

"Pinkie Pie, you are so random," Rainbow remarked. Gilda's face looked rather irritated but she soon covered it up with a smirk.

"Hey Dash, think you got enough gas left to beat me to that cloud?" Gilda proposed.

"A race," said Rainbow, "You are so on."

"One, two three, go," Gilda called out, taking off as she said go and Rainbow took off, leaving Pinkie behind.

"Hey!" Pinkie called out. The two flyers didn't take long to reach other cloud.

"I win!" Rainbow called as they landed.

"As if, I won, dude," Gilda retorted.

"No way!"

"Yes way!"

"Oh, come on, I was way ahead of you."

"Uh, I don't think so."

"Oh Geez, dream on."

"Remember back in camp? I-"

"There is no way you beat me,"

"Whatever."

"Wow you guys," said a familiar voice. Pinkie had managed to collect and inflate a large number of balloons to float her way towards the cloud Rainbow and Gilda had landed on. The two flyer's eyes bugged out when they saw her floating nearby.

"That was really close," Pinkie added, "but I think Rainbow Dash beat you by a tweeny weeny itty bity hair, or a tweeny weeny itty bity feather."

"Hah, see?" said Rainbow as she pointed a hoof at the pink pony, "Good thing Pinkie Pie's here to keep you honest." Gilda just gritted her teeth and balled her fist for a second before regaining her composure.

"Okay..." she huffed, "Dash, last one to that cloud up there is a gnarly dragon egg. Go!" A huge cloud of dust (or fluff) appeared as they took off. But only Rainbow had taken off and Gilda had stayed behind.

"I think the high altitude is making you dizzy," she remarked at Pinkie before popping enough of her balloons to make her descend slowly to the ground.

"Wait, guys!" Pinkie called out as she began to float down while Gilda went to catch up with Rainbow. They had barely made their way up to the higher cloud when Pinkie reappeared in what looked like a pedal powered helicopter or equivalent of it.

"Oh, wow, you guys almost got away from me that time," Pinkie replied as she pedaled her way towards them. Rainbow just chuckled to herself while Gilda gave a quick death glare.

"So, Dash, got any new moves in your tricktionary, or are you 100% old school?" Gilda asked, keeping her irritation with Pinkie in check.

"New moves?" Rainbow replied cockily, "Heh, sit back G, this is gonna take a while." Rainbow just zoomed off into the sky as Pinkie just watched and pedaled at same time.

"Hey Pinkie, c'mere," said Gilda, using one of her fingers for Pinkie to scoot closer. Pinkie did and Gilda roughly grabbed her contraption by the pole.

"Don't you know how to take get lost for an answer?" Gilda sneered as she gave Pinkie an dirty look, "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 then grabbed the propeller, causing Pinkie to spin around instead.

"Whaaa-aaa-" she gasped as she was sent spinning back down the ground. Gilda just smirked in triumph as Rainbow arrived back on the cloud.

"Try matching that," said Rainbow when she noticed someone was missing, "Hey, where's Pinkie Pie and her crazy contraption?"

"Eh, she's left," Gilda remarked and with dismissing wave of her claw, "Something about being as busy as a bee." The griffon smirked when she said that, but Rainbow didn't notice. Back on the ground was Pinkie's now damaged helicopter. Pinkie wasn't hurt...at least not physically.

"Hmph!" was all the pink pony could say as she looked back up at the clouds. Instead of trying again, she made her way back to Twilight. Like before, Twilight was just reading a book as Pinkie ranted. Mario was reading as well, but was still listening.

"So Pinkie Pie, are you sure that this friend of Rainbow Dash is really so mean?" Twilight asked.

"Um yeah," Pinkie retorted bitterly, "She keeps stealing Rainbow Dash away, 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 paced about the floor behind Twilight as she spoke. Mario had stopped reading and was listening more attentively once he heard what she had said, but hadn't turned his head.

"You know what I think, Pinkie Pie," said Twilight once Pinkie had finished.

"Hmm?" Pinkie asked.

"Well, I think...you're jealous," Twilight concluded. Pinkie was left stunned and even Mario was in a shock.

"Jealous?" Pinkie exclaimed.

"Green with envy," Spike added since he was sitting on the front step of the stairs reading his own book, "Well, in your case, pink with envy." Mario felt a bit irritated with Twilight's response but kept his back turned.

"Well, yes, jealous," Twilight in agreement with Spike, "Listen Pinkie, I don't want to upset you, but just because Rainbow Dash has another friend doesn't make Gilda a grump. I mean, perhaps it's you, Pinkie Pie, who needs to improve her attitude."

"Are you..." Mario felt his blood boil as he muttered to himself. He agreed with the idea that you can't keep your friends to yourself and all, but for Twilight to dismiss Pinkie for being the problem when this Gilda was mean to her just didn't sit right in his stomach. Pinkie was offended as well.

"Improve my attitude?" Pinkie retorted indignantly, "But I...D...B...It's Gilda that...D...are you seri..." Pinkie screamed in frustration and stormed out of the library, slamming the door as she left. Twilight just sighed and went back to reading. Spike did the same. Mario shut his own book loudly before getting up to leave.

"Finished reading it already?" she asked surprised.

"I'm going out," Mario snapped and slammed the door as he left. Twilight just looked puzzled.

"What's his deal?" she asked to herself before reading in peace once more.

Few minutes later, Pinkie was just stomping about in the park, still feeling very angry and upset. Then she sighed to herself.

"Maybe Twilight is right," Pinkie said to herself, "Maybe Gilda isn't a big meanie grumpy mean-meanie-pants. Maybe I'm just a big jealous judgmental-jealousy-jealous pants." Pinkie just sighed to herself sadly.

"Maybe, but I feel like there's something going on," said a voice. Pinkie turned and found Mario a few feet away just giving her a soft smile.

"So...you don't think I'm a big jealous-jealousy pants?" she asked.

"Hmm, I can't really say for sure," said Mario, "All I know is that one of my best friends was mistreated and I don't like it at all."

"But Twilight said..."

"Twilight doesn't understand what it's like to have to deal with bullies all the time," Mario interrupted sternly, "I have and I know the trouble they are."

"But Gilda isn't a bully," Pinkie protested, "she was just...a meanie...at least to me." Mario nodded as he sat next to her.

"If I'm going to help you Pinkie, I need some more information from her," said Mario, "Looks like we're going need to do a little recon."

"Like you and me will go on a date and watch them from afar!" Pinkie said excitedly as she leaned into his shoulder.

"Pinkie..." Mario warned, but then was stopped when Pinkie gave him a smile with big eyes that had stars in them. He just sighed to himself.

"If we can do it as friends," said Mario and huffed, "Fine." Pinkie squealed with glee and hugged him tightly.

"It's a date handsome!" she exclaimed as she gave him squeeze. Mario groaned.

"I'm going to regret this," he muttered,

"Now come on," said Pinkie.

"WHOA!" Mario yelped as Pinkie literally carried him away.

Soon they were just sitting outside Sugarcube Corner and Mario and Pinkie were at a table with an umbrella. He had treated her to a milkshake. She had gotten strawberry while he got chocolate. Mario was a little surprised. He had expected Pinkie to talk both his ears off and drive him crazy, but instead she was rather quiet and just kept taking sips of her shake in peace. As much as Mario wanted to enjoy the quiet, he couldn't handle Pinkie being so reserved. He was missing her bubbly personality.

"Come on Pinkie cheer up," said Mario once he stopped sipping his milkshake, "we're on a date. You've been wanting this after all...and I got you your fav..." It was then they both heard some loud whooshing in the sky followed by some laughing. Pinkie was startled and nearly knocked her milkshake over. Mario managed to hold his in place as Pinkie stood behind him. Gilda and Rainbow soared about the sky and soon made a landing on the opposite side of the street.

"That was sweet," said Rainbow, "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."

"That's cool, I guess," said Gilda, "I'm gonna go chow down."

"Later," said Rainbow and took off into the sky. Gilda just headed towards the stands and began to browse around. At one of these stands was Granny Smith, who was busy shopping when she saw Gilda's tail hovering in front of her face. She sniffed it before her eyes bugged out.

"Aaah! A rattler, a rattler!" she shouted, "Run for the hills! Everypony forsake yourselves!" Granny dashed off...or more like walked away with a frightened look on her face. Gilda just smirked as she lifted her head and felt a tomato with her tail.

"This stuff ain't fresh, dude," Gilda remarked and stomped away, leaving the vendor pony indignant.

"Aw poor Granny Smith," said Pinkie, "She didn't know it wasn't a joke. How mean..." Pinkie than just sighed, "...No, no, I can't misjudge her. It was kind of a funny prank I guess."

"I don't know about that Pinkie," said Mario, "She was pretty rude." Next, Gilda just walked about casually and grabbed an apple from another stand. She quickly shoved the whole thing in her mouth and walked away without a care. Pinkie gasped.

"I did misjudge her. She's not only a meanie mean-pants, but also a thief," Pinkie retorted, "Nonononono, she might give it back. It' just a joke."

"Pinkie, how can she? She ate the apple," said Mario, "Stealing isn't a..." It was just then that Fluttershy appeared. She was guiding some ducks across the street while walking backwards.

"All right little ones, this way, this way," she said sweetly, "Mama duck, you're free and clear." Mario then felt his heart sink. Gilda had purposely stood behind Fluttershy, causing her to bump into the griffon.

"Hey!" Gilda exclaimed.

"Please excuse me," said Fluttershy politely.

"I was walkin' here," Gilda pointed out rudely.

"Oh, um, I'm sorry," Fluttershy apologized, "I-I-I was just trying to..."

"I'm sorry, I'm sorry," Gilda repeating mocking Fluttershy's voice, "Why don't you just watch where you're going doofus?"

"B-b-b-but I...I..." Fluttershy stuttered, but before she could find her words. Gilda let a loud roar at Fluttershy.

"Bleat," she squeaked out in fear before she ran off sobbing and flew away.

"Ugh, please, all these lame ponies are drive me buggy," Gilda remarked open, getting plenty of glares, "I'm gonna bail." Gilda then took off without another word. Mario was furious and Pinkie was in no better condition.

"She's a grump, and a thief, and a bully," Pinkie retorted angrily, "The meanest kind of mean-meanie pants there is! I can take it, but no one treats Fluttershy like that. No. One. This calls for extreme measures, Pinkie Pie style! Right Mario? Mario?" Pinkie turned and found Mario was not at the table. Mario was walking quickly in the direction Gilda had taken off. Then Pinkie was in front of him.

"Excuse me, we're still on a date," she scolded.

"Step aside Pinkie," Mario said bluntly, not hiding the anger in his tone, "I'm going to have a word with a certain griffon over hurting Fluttershy."

"Don't!" said Pinkie stern, "Let me handle her."

"Pinkie, you were right about her," said Mario, "She's a mean-meanie...whatever it was you called her. I'm not going to sit on my flank and let her treat my friends like that. Now move!"

"I said no," said Pinkie, "I've got a plan to deal with Gilda and I need your help. Okay? Please?" Pinkie just gave him a pleading look. Mario groaned.

"How it is you always make me give into you?" he asked annoyed.

"Cause you love me," said Pinkie, batting her eyelashes. Mario just rolled his eyes and stuck out his tongue.

"As my best friend, yes," Mario replied, emphasizing the word "friend". Boys can you know and he is the element of love, "ugh...fine. We'll do it your way." Pinkie smiled and guided Mario back to Sugarcube Corner. He already figured out her plan the moment he saw the building.

You've all read enough to figure out what Pinkie has planned...

Shh...Don't tell anypony, let them...

Pinkie...I'm just about too. Read the script.

Oh...yeah...hee-hee...

Pinkie had set up a huge party.

"Welcome, welcome, welcome," said Pinkie as pony after pony started to arrive at the party. Mario might have felt annoyed that this was her plan, but was still excited to show off his baking skills. To say Pinkie was impressed was an understatement, even offering him a job as her baking assistant. Mario didn't accept it just yet, he needed to rework his schedule at the Library for that, but more on that another time. Mario and Pinkie shared a fun time together getting things ready and now Mario was just busy greeting the rest the ponies as well as their friends while they were mangling with each other.

"Who's this Gilda I've heard nothing about?" Applejack asked Rarity.

"I hear she's an old friend of Rainbow Dash," Rarity answered, "A griffon, so rare." They walked off as Twilight went to speak with Fluttershy, who was keeping to herself.

"You've met Gilda, right?" Twilight asked eagerly, "What's she like?"

"Oh, um, well, I'll tell you later, Twilight," Fluttershy said quietly. Fluttershy clearly didn't want to be there and Mario couldn't blame her one bit. Mario was surprised when she had shown up anyway. He made sure that she was okay, even giving her a brotherly hug to make her feel better. Then Fluttershy approached Pinkie as she finished greeting a few other ponies.

"Um, Pinkie Pie, about this party for Gilda," Fluttershy asked concerned, "Um...do you really think it's a good idea? I mean-" It could be assumed Pinkie had told Fluttershy her plan and it was possibly why Fluttershy showed up in the first place.

"Don't you worry your pretty little head about mean old Gilda," said Pinkie, patting Fluttershy on the head, "Your auntie Pinkie Pie's got it all taken care of." Fluttershy was indignant as Pinkie bounced away.

"I'm one year older than you," Fluttershy remarked and then her jaw dropped when a certain griffon made her appearance.

"Gilda!" Pinkie said happily as the griffon made her way inside, "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 put out a hoof to shake her claw. Gilda went to return the gesture.

BZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZ!

Gilda was given the shock of her life as she grunted and collapsed on the floor. Pinkie and the other ponies began to laugh.

"Oh Pinkie Pie, the old hoof-shake buzzer," Rainbow chuckled, "You are a scream."

"You can say that again," Mario muttered to himself as Gilda recomposed herself.

"Yeah," Gilda replied as she chuckled nervously, "uh, good one, Pinkie Pie."

"Come on G," said Rainbow once she calmed down, "I'll introduce you to some of my friends."

"Right behind you Dash," said Gilda before giving Pinkie an icy glare.

"I know what you're up to," Gilda warned.

"Great," Pinkie said with her usual smile. The fact Pinkie didn't cower back really made Gilda's blood boil.

"Rrrh, I know what you're planning," she warned again, hoping to get a reaction. Pinkie reacted all right, with giggles.

"Well I hope so," Pinkie replied, "This wasn't supposed to be a surprise party."

"I mean, I've got my eye on you," Gilda snarled as she shoved her beak into Pinkie's face.

"And I, got my eye on you," Pinkie replied, bulging her eyes into Gilda's before backing away to speak to the others, "Everyone, I'd like you to all to meet Gilda, a long time friend of Rainbow Dash. Let's honor her and welcome her to Ponyville." The ponies cheered for her as Gilda just gave them al a sheepish and awkward smile.

"Please help yourself," said Pinkie as she showed Gilda some of the party treats Mario had helped the pink pony create. Some yellow colored candies caught the griffon's eyes as she approached the table.

"Vanilla lemon drops," Gilda responded, "Don't mind if I do." She tossed one into her mouth, but then her face cringed and turned deep red as the sound of a hot kettle was heard.

"G, the punch!" Rainbow called out with a smile on her face. Gilda rushed to grab one of the glasses to take a drink. But when she went she did, the liquid dripped out of middle of the cup and she got nothing into her mouth. Everyone laughed.

"Well, whaddya know," said Pinkie, "pepper in the vanilla lemon drops, and the punch served in a dribble glass."

"Ha. Priceless. Priceless," Rainbow laughed.

"I didn't put any pepper when I made those," Mario remarked scratching his head. He couldn't figure out how someone could have snuck that in when he was on guard of the mixture the entire time. He didn't worry about it too much as Gilda ran across the room to some other punch cups and gulped it down and exhaled loudly.

"Yeah, hilarious," she muttered out loud.

"Hey G, look, presents," Rainbow pointed out to the huge collection of wrapped boxes. Gilda smiled excitedly as she looked at all the packages. She then grabbed a cyclical shaped box and went to open the top. Then dozens of stretchy toy snakes popped out of the box, along with some confetti. Gilda was left stunned and even her feathers had puffed out from the surprise. Everyone laughed.

"Spittin' snakes," said Applejack, "Hah, somepony pulled that prank on me last month."

"Ha, ha," Gilda muttered bitterly, "I bet I know who that was."

"You do?" Pinkie asked innocently.

"Do enlighten us Gilda?" Mario added with a smirk on his face. He was enjoying seeing Gilda get the receiving end of all those pranks. Soon things seem to settle a bit and Fluttershy began having her bird sing while everyone else just chatted with each other. Then Pinkie and Mario rolled in a rather large cake with candles on top.

"Cake time everypony," said Pinkie, "Hope you like it cause Mario helped me make it." The other ponies gathered around excitedly and Mario felt a little shy, hoping the cake would taste alright.

"Hey, can I blow out the candles?" Spike asked as he noticed them on the top.

"Why don't we let Gilda blow out the candles, Spike?" Twilight suggested, "She is the guest of honor after all."

"Ugh!" Spike grunted as Gilda body checked him out of the way.

"Exactly," she agreed as she went to blow out all the candle in one try. Once she did, she gave a big smile...before the candles lit back up. Gilda blew them out again, smiling once more, when the candles lit back up...again! This sent the ponies laughing again. Gilda grunted before trying to blow them out and failing every time. This only made the ponies laugh even harder as Gilda ran out of breath.

"Re-lighting birthday candles," Spike pointed out as he laughed, "I love that prank."

"Now, I wonder who could've done that," Pinkie asked in an innocent tone, Mario giggled since he actually knew who was behind this prank.

"Yeah, I wonder," said Gilda, burning her eyes into the pink pony.

"Mmm, who cares," said Spike as he entered the cake from the side and burrowed his way to the top, "This cake is amazing."

"Spike" Twilight scolded.

"What? It's great, try some," he replied. Mario chuckled.

"Glad you like it Spike," said Mario, "First time baking for a party you know." Gilda just stood there with an agitated face as Rainbow approached.

"Hey G," she asked, "You're not upset about some silly candles are you?" The look on Gilda face pretty much answered that question, but she managed to recompose herself.

"No way, Dash," she fibbed, "Like I said, I'm down with a good prank."

"Come on then, let's have some cake," said Rainbow, "I curious to see how a Mario's cake measures up to Pinkie cake."

"No fair Rainbow," Mario protested, "She's an expert and I'm an amateur." Gilda then took the time to grab Pinkie by the neck and pulled her behind the cake and out of sight from most of the ponies. I said most because Mario had seen her grab Pinkie and went to see if she needed rescuing.

"Hey, I'm watching you," Gilda threatened as she made direct eye contact with the pink pony, "Like a hawk."

"Why? Can't you watch me like a griffon?" Pinkie asked. Mario just rolled his eyes at her and groaned.

"Hey y'all!" Applejack called out as Gilda just smiled innocently and let go of Pinkie and they both pulled away from behind the cake, "It's pin the tail on the pony." Mario glared at Pinkie.

"Are you even aware she was threatening you just now?" Mario whispered angrily.

"Yeah, but I don't let it bother me," said Pinkie and just smiled, "You shouldn't let mean words bother you Mario. You'll be happier if you do." Mario was stunned, but deep down he was rather impressed.

"I see," he said quietly, "can you teach me how to do that?"

"If I do, will you be my coltfriend?" Pinkie asked excitedly.

"Forget it," he answered with an annoyed look on his face as he looked away from her.

"Aww, cupcakes," Pinkie remarked, making the same face, but not for long.

"Let's play!" Applejack replied as the poster was set up.

"Oh my favorite game," said Rarity, "Can I go first? Can I have a purple tail?"

"Well, I am the guest of honor," Gilda replied as she rudely grabbed the purple tail from Rarity, "and I'll have the purple tail."

"Yeah, Gilda should definitely go first," Pinkie replied, "Let's get you blindfolded."

"Hey what-ugh-what are you doing?" Gilda asked as a pony tied a blindfold over her eyes and spin her around very fast.

"Rrrah!" the griffon cried out.

"We're spinning you around and around and then you can pin the tail on the pony," Pinkie explained, "Now just walk straight ahead and pin the tail."

"Now just walk straight ahead and pin the tail," Gilda repeated in a mock tone, "Hmph, yeah right. This is another prank isn't it? I'm going this way." Gilda moved in the opposite direction.

"Wait," Pinkie called out, "The poster is this-" It was too late. Since Gilda was blindfolded she couldn't see a leftover blob of spilled frosting and stepped on it.

"Whoa whaa whaa waah waaaah!" As soon as Gilda stepped on it, she slid about the floor and right into the kitchen with a large crash. She groaned as she came back out. The blindfold now gone, but her feathers coated in cake batter and frosting. The purple tail was now hanging on her beak.

"Uh, Gilda?" Pinkie pointed out, "you pinned the tail on the wrong end." Gilda then noticed the tail as the ponies laughed. This time however...Gilda had had enough.

"ROOOOOOOOOOOOAAAAAAAAAAAAR!" she screamed loudly, knocking both the tail, and the mess on her feathers clean off.

"This is your idea of a good time?" Gilda barked angrily, "I've never met such a lamer bunch of dweebs in all my life. And Pinkie pie, you!" She pointed a finger at her. "You are the queen lame-o with your weak little party pranks! Did you really think you could make me lose my cool?"

"You mean this is your mellow side?" Mario muttered sarcastically, not believing the griffon at all. Gilda just wrapped a wing over Rainbow. As Gilda spoke, Rainbow's face changed from shocked to angry.

"Well, Dash and I have ten times as much cool as the rest of you put together," Gilda snarled, "Come on Dash, we're bailing on this pathetic scene. Come on, Rainbow Dash. I said, we're leaving." Mario was disgusted. It was bad enough she insulted everyone, but to go so far as to try and boss around Rainbow Dash was pretty low. He could tell Rainbow agreed with him.

"You know Gilda," Rainbow responded with a stern look, "I was the one who set up those weak pranks at this party."

"What?" Gilda gasped.

"Ooh," said Pinkie quietly in surprise.

"Plot twist," Mario added.

"So I guess I'm queen lame-o," Rainbow finished, standing in front of Pinkie. Gilda was still in disbelief.

"Come on, Dash, you're joshing me," said Gilda.

"They weren't all meant for you specifically," Rainbow explained, "it was just dumb luck that you set them all off."

"I shoulda known," said Pinkie, "that dribble cup had Rainbow Dash written all over it."

"Pinkie Pie," Mario retorted as he rolled his eyes at her, "We saw her put those candles on the cake."

"No way," Gilda protested, still not wanting to believe it, "it was Pinkie Pie. And her little boyfriend!"

"I'm not her boyfriend!" Mario snapped.

"Yes he-mmph!" Pinkie was shushed as Mario shoved a entire piece of cake into her mouth and gave her a dirty look.

"She set up this party to trip me up," Gilda accused, "to make a fool out of me!"

"No way," said Pinkie once she had swallowed the cake, "I threw this party to improve your attitude. I thought a good party would turn that frown upside down." Pinkie rotated her head from upright to upside down to prove her point.

"Either you would put away that bad attitude of yours," put in Mario, "or you would reveal just what a mean-meanie-mean pants you really are." Mario's eyes widened.

"I can't believe I just said that," Mario remarked, using a hoof to cover his face.

"And you sure didn't need any help making a fool of yourself," Rainbow continued with Mario nodded in agreement, "you know, this is not how I thought my old friends would treat my new friends. If being cool is all you care about, then maybe you should go find some new cool friends someplace else." Gilda was left speechless for a moment or two.

"Rrgh, Yeah? Well you, you, you are such a, a flip-flop: cool one minute and lame the next," Gilda retorted, point a finger at Rainbow. The blue Pegasus looked stunned at the insult, "When you decide not to be lame anymore, gimme a call." With that, Gilda left Sugarcube Corner and look off into the air with a bird of prey shriek. Rainbow just looked indignant.

"Not cool," said Rainbow, emphasizing more than just the insult. The other ponies were left stunned.

"Wow, talk about a party pooper," said Spike.

"What was that about?" Twilight asked.

"Um, what just happened?" a pony named Merry May put in.

"Really awkward, "said another unnamed pony. The other ponies began to talk to one another as Rainbow looked rather sad.

"I'm sorry everypony," Rainbow said sadly, "for bringing Gilda here. I didn't know how rude she was. And Pinkie Pie and Mario, I'm really sorry she ruined that awesome party you two put on for her.

"Hey, if you want to hang out with party poopers, that's your business," said Pinkie and Mario chuckled in agreement.

"I'd rather hang out with you," said Rainbow and extended a hoof, "No hard feelings."

"No hard feelings," said Pinkie and went to return the shake.

BZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZZT!

Apparently, they had tried to prank each other with the hoof-zapper. They revealed them to each other and just laughed. The other ponies laughed as well.

"Hey Pinkie," said Twilight as she came up to them, "Sorry I accused you of misjudging Gilda. Looks like I'm the one who misjudged you."

"It's okay Twilight," said Pinkie as she wrapped a hoof around her, "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 bounced up and down excitedly. Twilight just smiled as everypony cheered and went back having fun.

"Dear Princess Celestia," Twilight recited from a letter she wrote later that day,

"Today, we 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 one who's true will surely come to light."

Your faithful students,
Twilight Sparkle and Mario Star

Later that evening, Princess Celestia was relaxing in her bedroom as she read the letter and went to make a reply.

"Dear Twilight Sparkle and Mario Star," she began, "My most faithful students..." Then what she was writing disappeared. She then noticed that someone had put on a fake label on her ink jar. She had used the disappearing ink by mistake.

"Heh, wrong ink," she said to herself with a chuckle and found the correct ink.

How Celestia had gotten pranked was anypony's guess. Just be glad this princess has a sense of humor.

I'm really trying to give Mario and Pinkie that Linus and Sally dynamic. Let me know if I'm nailing it.

Peace Pony Fans.

Boast Busters

Pony's Log Number 106: While it is good to be proud of your abilities, the best time to show it is when you're needed. Not for your own personal gain...

With another research project under their belts, Mario and Twilight were busy working on their magic abilities by trying to master some minor spells. Yet they were only minor because each spell has one or two effects. They both understood the importance of mastering simple tricks. Learning as many simple tricks as possible helps build a unicorn's capability to learn and master more difficult spells. Mario and Twilight took turns learning several different tricks. Spike was their cheering section.

"Come on, Twilight," Spike cheered as Twilight got ready for her turn, "You can do it!"

"Okay, here goes," said Twilight as she began to concentrate and her horn began to light up. A glowing aurora surrounded the front of Spike's face. A couple of seconds later, a black mustache appeared on his face.

"Ha ha! Ya did it!" said Spike excitedly, "Growing magic, that's number twenty-five. Twenty five different types of tricks and counting."

"Take a bow, Twilight, you're amazing," Mario added, making Twilight blush a little from all the attention.

"And I think this is the best trick so far," Spike replied as he looked at his new mustache in the mirror and stroked it, "Hello, Rarity. What's that? Aw, it's nothin', just my awesome mustache." He laughed to himself.

"Sorry Romeo," said Twilight, "As attractive and enticing as you look, it's just for practice, and it's gotta go." She lit up her horn to remove the mustache.

"Wait!" Spike protested before it disappeared from his face, "Aw rats!" Twilight just giggled to herself. Mario pondered.

"I wonder how I would look with one," said Mario and then one appeared into his face. Twilight examined him as he gave her a smile.

"Hmm...nah, it's not you," she replied.

"What if I did this?" said Mario as he stood before them, magically made a red painter's cap appear on his head.

"It'sa me! Mario! WA-HOO!" Mario chanted in a goofy voice and Italian accent. Twilight and Spike just exchanged looks before they tumbled onto their backs in hard laughter. Mario was soon laughing as well. Doing magic with Twilight was so much fun.

(Theme Song)

Later that day, Mario, Twilight, and Spike were just enjoying a nice walk through town. Spike still couldn't settle down about Twilight and Mario's achievements.

"Twenty-five, Twilight," said Spike, "Twenty-five different kinds of tricks and counting. I thought unicorns were only supposed to have a little magic that matches their talents!"

"True," Twilight pointed out, "for ponies whose talents are for things like cooking or singing or math. But what if a unicorn's special talent is magic?"

"Or they are gifted with strong magical abilities," put in Mario.

"Like you two," said Spike, "and you both know a ton of magic."

"Oh Spike, stop it," said Mario.

"I'm sure there are lots of ponies right here in Ponyville that know just as much magic as us," added Twilight.

"Are you kiddin'?" Spike retorted, "I don't think there's another unicorn in all of Equestria with your kind of ability, Twilight and Mario. At least I've never met a pony who could jump higher than a house or run faster than a Sonic Rainboom."

"Pinkie apparently can," Mario muttered, "when she's hot on your trail." Mario shuttered at the thought as Twilight patted his shoulder to help him calm down. Suddenly two young unicorn colts came charging by. One was short and a tad pudgy while the other was tall and very skinny.

"Gangway! Comin' through!" the shorter and pudgier unicorn named Snips shouted before they rammed into Spike as they sprinted by.

"Augh! Snips, Snails!" Spike retorted as he was forced to hitch a bumpy ride on Snip's head, "What's goin' on?"

"Wha, haven't you heard?" Snails replied as he turned his head and saw Spike. They both made a quick stop and Spike was sent flying into the distance.

"Whoa!" Spike grunted as he crash landed.

"There's a new unicorn in town!" Snails told them.

"Yeah! They say that she's got more magical powers than any other unicorn ever!" Snips added.

"Really?" said Twilight and Mario together. Looking a little insecure about hearing that.

"Aw, no way, that honor goes to Twilight and Mario here," Spike pointed out. The two young colts just looked at them as Mario and Twilight had a light blush of embarrassment on their faces from the praise.

"Where is this unicorn?" Twilight asked once she had recomposed herself.

"Ho, she's in the town square," Snails responded, "come on!"

"Yeah!" said Snips, "Come on! Whooo!"

Twilight, Mario, and Spike just exchanged some curious looks before following them. Soon the other ponies were gathered around a large stage that had been set up just outside of the town hall. There was a large curtain surrounding part of it.

"Come one, come all!" said the unicorn's voice, "Come and witness the amazing magic of the great and powerful Trixie!" The platform appeared before them all and the curtain opened, revealing a cobalt blue colored unicorn wearing a purple wizard's hat and matching cape.

"Ooh!" said numerous ponies. Spike pushed a few ponies out of the way so he, Twilight, and Mario could get a front row view of Trixie. Their other friends were already there. Mario gave a loud groan when he saw who it was.

"Not her," he muttered.

"You know her?" Twilight asked.

"She was one of my biggest bullies when we were in magic school," said Mario bitterly, "That girl would stop at nothing to get under my skin and make me look dumb in public."

"I see," Twilight replied, "but wait...if she used to go to the same magic school as us, why did I never hear of her?"

"She only pestered me when you weren't around," Mario retorted, "She did try to talk to you once or twice, but you were so busy thinking to yourself about your studies that it doesn't surprise me you never knew she tried talking to you." Twilight just smiled sheepishly.

"Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!" Trixie continued to brag. She then conjured up a large collection of fireworks and fanfare.

"My, my, my!" Rarity remarked with an eye roll, "What boasting!"

"Come on," said Spike annoyingly, "nopony's as magical as Twi-Twi-Twi-" He then noticed that Rarity was right next to him.

"Oh," Spike replied as he cleared his throat, "Hey Rarity, I...uh...Mustache!" Spike then dashed away from her as she just looked rather clueless.

"There's nothing wrong with being talented, is there?" Twilight asked a little worried.

"Nothin' at all," said Applejack her own annoyed look as she watched Trixie show off, "'cept'in when someone goes around showin' it off like school filly with fancy new ribbons."

"Just because one has the ability to perform lots of magic does not make one better than the rest of us," Rarity added.

"Especially when ya got me around being better than the rest of us," said Rainbow with a laugh until Applejack gave her a death glare, "Eh, I mean, yeah, uh, magic shmagic. BOO!" Rainbow's boo chant did not go unheard as Trixie looked in her direction and smirked.

"Well, well, well, it seems we have some neighsayers in the audience," Trixie retorted, "Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie? Do they not know that they're in the presence of the most magical unicorn in all of Equestria?" Mario just shook his head in disgust.

"It's good to know you actually grew up," said Mario to himself. Trixie shifted her head, blinking her eyes. Mario just glared once she had seen him.

"Well, long time no see, Mario," said Trixie smugly, "I was wondering what happened to you." Some of the pony's gasped when they heard Mario knew who she was.

"I see you haven't changed a bit..." said Mario, "So full of yourself...and ready to tear apart anyone who doesn't agree with your...point of view."

"I've become the most powerful unicorn of all time," Trixie bragged, "what about you? Decided you weren't good enough for the Princess and came crying to this town for some pity? You're the pony whose ran crying from the racetrack after one accident." Mario growled as the rest of the girls looked rather offended. Rarity gave an indignant raspberry.

"Just who does she think she is?" Rarity asked aloud.

"Yeah," Spike agreed, "Since we all know that Twilight and Mario here are-"

"Spike! Shhh!" Twilight blurted out as she dragged Spike away from the crowd by the tail.

"What? What's wrong?" Spike asked curiously as Twilight let go of his tail.

"You see the way they reacted to Trixie," said Twilight, "I don't want anyone thinking I'm a show off!"

"Yeah, Spike," said Mario, "I made that mistake once and it nearly cost me everything! In fact...I'm still paying for that one mistake...I'm with Twilight about this. In a situation like this, we're better off keeping our magical talents to ourselves." Twilight agreed but she felt a little guilty.

"I never meant to rub that in your face, about the accident..." she said quietly.

"Don't," said Mario, cutting her off, "As far as I'm concerned I had it coming..." Twilight wanted to protest until some more fanfare went off from Trixie. Snips and Snails seemed to be the only ones who were impressed. Their friends looked indignant.

"So, "Great and Powerful Trixie"," Rainbow replied sternly, "What makes you think you're so awesome, anyway?"

"Heh, why, only the Great and Powerful Trixie has magic strong enough to vanquish the dreaded ursa major!" Trixie then launched some more special fireworks and fanfare to resemble herself and the image of the ursa major. The other ponies just oohed and awed in amazement. Mario, Twilight, Spike, and their friends just looked indignant, not believing anything Trixie said.

"What?" Snips exclaimed.

"No way," Snails added in amazement.

"When all hope was lost, the ponies of Hoofington had no one to turn to," Trixie explained in a theatrical manner as she animated the fireworks above her, "but the Great and Powerful Trixie stepped in, and with her awesome magic, vanquished the ursa major and sent it back into its cave deep within the Everfree Forest!"

"Saw, sweet!" said Snips and Snails together.

"That settles it," said Snips.

"Trixie truly is the most talented, most magical, the most awesome unicorn in all Ponyville," Snails added.

"No, in all of Equestria!" finished Snips. Mario just facehoofed himself. It was painful watching ponies believe Trixie's tall tales.

"How do you know?" Spike objected, "You didn't see it! And besides, Twi-" (ZIP) "mmph M-mmph..." Spike was shushed by Twilight as she made a zipper appear on the side of Spike's mouth and she zipped it shut. Trixie just laughed.

"It's true, my enthusiastic little admirers," Trixie replied, "Trixie is most certainly the best in Ponyville." The response was dead silence and the chirping of crickets.

"Don't believe the Great and Powerful Trixie?" she retorted with a chuckle, "Well, then I hereby challenge you, Ponyvilians. Anything you can do, I can do better. Any takers? Anyone? Hmm? Or is Trixie destined to be the greatest equine who has ever lived?" She set off some more fireworks and fanfare again. That was when Spike finally managed to unzip his mouth.

"Please, she unbearable!" Spike pleaded as he clung to Twilight's neck, "You two gotta show her. You just gotta!" Spike began to cry in desperation.

"Spike, pull yourself together," said Mario, "I know she's a pain, but there's no reason to lose tears over her."

"There's no way we're going to use our magic now, Spike," Twilight added, "Especially since..."

"Hmm, how about you?" Trixie called out Twilight as she approached the front of the stage. Twilight just gulped as Trixie stared her down. Mario stood in front of her.

"Hey, leave her alone!" Mario demanded.

"Why, is she your mare-friend?" Trixie cooed, making Mario blush a bit. He didn't even noticed that Twilight had a little pink on her face two. Any pony could have claimed they had, considering they did spent alot of time together.

"No," Pinkie answered somewhere in the crowd but stayed out of sight, "that would be me! He's my sweet babboo!" While Pinkie's statement definitely shifted the awkwardness away from Twilight and Mario, it only put Mario in a more annoying situation.

"I am not your sweet babboo!" Mario retorted sternly.

"YES YOU ARE!" Pinkie screamed. Mario and Twilight just rolled their eyes at her. Their friends did the same. Trixie laughed at Mario's expense as she continued to stare down Twilight.

"Well, how about it?" Trixie challenged, "is there anything you can do that the Great and Powerful Trixie can't?" Twilight grew more and more insecure by the second. Even Mario couldn't make eye contact with her.

"I-I-" she stuttered.

"That's it! I can't stand for no more of this!" Applejack retorted and coming to Twilight and Mario's rescue as she walked up to the stage. She then began to show off some of her lasso skills.

"You show her AJ!" Spike cheered as Applejack hopped back and forth her lasso ring. Then she used it to grab an apple from a nearby tree. She brought the apple straight towards her mouth and gobbled it up in one bite.

"Whooo!" the other ponies cheered.

"Top that missy," Applejack challenged.

"Oh ye of little talent," said Trixie as her wizard hat began to glow and she removed it, "Watch and be amazed at the magic of Trixie." Trixie used her magic to make the discarded rope come to life. It began to wiggle about like a snake and she added charmer music to boot. Mario was worried.

"Don't look at the rope AJ, don't look at the..."

"Whoa! Uh!" Applejack muttered as she did look and was soon charmed.

"Oh boy..." Mario groaned as Trixie grabbed another rope and tied Applejack's four legs and pinned her upside down. To add more insult, Trixie used her magic to grab an apple from the tree and stuffed it into Applejack's mouth. The other ponies just laughed as Applejack hopped off the stage in disgrace.

"Once again, the Great and Powerful Trixie prevails," Trixie boasted when Rainbow flew up to her.

"There's no need to go struttin' around and showin' off like that," Rainbow pointed out.

"Oh?" Trixie asked indignantly.

"That's my job!" Rainbow gloated as she took off into the skies. She used the nearby windmill to increase her speed as she flew upwards, blasting through several clouds. Once she was in front of the sun, she made a pose before diving back through the clouds. As she did so, she used her slipstream to collect dew from the clouds, spun about through the wind mill again, and then came to a dead stop before Trixie. As the dew crashed into her, it created a miniature rainbow above her head.

"They don't call me "Rainbow" and "Dash" for nothin'!" Rainbow said confidently. The ponies gave her a cheer. Trixie wasn't impressed.

"When Trixie is through," she remarked, "the only thing they'll call you is loser." Trixie used her magic to make the rainbow above the Pegasus' head turn into a multi-colored cyclone.

"Whoa! Whoa! Whoa-a-a-a!" Rainbow screamed as she was spun about and dropped head first into the ground, leaving her very dizzy and the other ponies laughing.

"...I think I'm...gonna be sick...," she said woozily.

"Seems like anypony with a dash of good sense would think twice before tussling with the Great Trixie," the unicorn gloated as she used her magic to create a small dark cloud above Rainbow. Applejack, who had managed to get out of the ropes, helped the poor Pegasus to her feet when the cloud shot lighting at Rainbow's back end.

"Ow!" Rainbow flinched in a very, girly shriek. Those laughing just laughed harder.

"What we need is another unicorn to challenge her," Spike replied with his claws balled into fists, "Someone with some magic of her own." Twilight and Mario began to feel rather uneasy.

"Yeah! A unicorn to show this unicorn who's boss," Rainbow added, already fully recovered.

"A real unicorn to unicorn tussle," Applejack added. Mario and Twilight grew more and more uncomfortable when a certain marshmallow unicorn stood before the two.

"Enough, enough of you," she said firmly, "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." While Mario agreed with her, he was still puzzled why Rarity was speaking in the third person.

"Ooo, what's the matter?" Trixie teased, "Afraid you'll get a hair out of place in that rat's nest you call a mane?" Let this be a warning to you reading this: Never insult Rarity's mane. You will not survive if you do.

"Oh, it. Is. On!" Rarity exclaimed with a fierce look of determination as she took the stage, "You may think you're tough with all 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 then grabbed one of the curtains with her horn. She then spun the cloth around her before it transformed into a beautiful gown with Rarity's hair styled in a beautifully done up do.

"Ooh!" the other ponies said in amazement.

"A unicorn is not a unicorn without grace and beauty," Rarity concluded as she posed.

"Rarity won't let Trixie get the best of her!" Spike said proudly, "She's strong, she's beautiful, she's-"

POOF!

"GASP!" Spike stopped speaking as Trixie used her magic, leaving everyone stunned.

"Quick!" Rarity shouted in a panic, "Get me a mirror! What did she do to my hair? I know she did something terrible to my hair!"

"Nothing," said Twilight with a smile.

"It's fine," said Rainbow Dash plainly.

"It's gorgeous," Applejack added.

"It's green," said Spike and earned himself not just three, but also a fourth glare from Mario, "What?" Rarity looked up and saw that it was true. Her dark purple mane was now a shade of forest green.

"Ugh no," Rarity cried out, "Green hair! Not green hair!" Rarity ran off the stage crying and out of the crowds.

"Such an awful, awful color," Rarity sobbed as she passed a pony named Golden Harvest. Ironically, she had a mane the same color.

"Well, I never!" she retorted and walked away. The others just watched Rarity leave as Spike walked up to Twilight and Mario.

"Well, Twilight, Mario, guess it's up to the two of you," said Spike, but they both made hesitant faces, "Come on, show her what your made of." Several other ponies looked at the two.

"What do you mean?" said Twilight innocently.

"I'm nothing special," Mario added in the same tone.

"Yes, you are!" Spike protested, "you two are better than her!"

"We're no better than anyone!" Twilight protested as the stares increased.

"Hah! You think you're better than the Great and Powerful Trixie," said the cobalt unicorn, "You think you've got more magical talent? Well, come on, show Trixie what you've got. Show us all." Mario glared but Twilight was feeling more and more uncomfortable.

"Who, me?" Twilight responded, "I'm just your run-of-the-mill citizen of Ponyville. Same with Mario. Whose single and just my best friend."

Ooo...I know that is true, but still hurts to hear you say that out loud Mario thought sadly.

"No powerful magic here," Twilight continued, "I, uh...I think I hear my laundry calling. Sorry, gotta go." Twilight then took off. Mario just gave Trixie a glare before following after Twilight.

"Twilight? Mario?" Spike asked with worry.

"Ha!" Trixie gloated in triumph, "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?" The other ponies just dispersed to their regular business and Spike continued to look worried about Mario and Twilight in the middle of all the shuffling.

A little later, Trixie was before her large mirror, using her magic to brush her light blue mane just outside of her personal wagon when someone present her a drink.

"Here's your smoothie you asked for," Snips said as he offered the drink to her, "with extra hay, just how you like it." Trixie flinched away since the plate with the smoothie was served using Snips back end.

"Mmm, hay," said Snails in a slow but zoned out voice as he stood aimlessly nearby. Trixie just rolled her eyes at the both of them, but accepted the smoothie with a very long sip. She noticed the two unicorn colts were just staring and smiling at her.

"Yes?" Trixie asked, showing that even she could only tolerate having ponies gush over her for so long before losing her patience.

"Ooo, tell us another story, Great and Powerful Trixie," Snails asked as he bounced up and down excitedly.

"Yeah, tell us about how you vanquished the ursa major," Snails asked.

"Guh!" Trixie snorted, "Trixie is far too exhausted from performing feats beyond imagination. Begone with you until morning."

"Oh, of course, Great and Powerful Trixie," said Snails, trying to grovel as he backed away.

"Anything you say," Snips added as he moved backwards in the same manner, "We are at your beck and call."

"Ah," was all Trixie could say once they left. Snips and Snails continued to move backwards until they nearly ran into Spike.

"What are you two doin'?" he asked with his arms crossed.

"Just bringin' the Gee an' Pee Tee a-"

"The what?" Spike asked, cutting off Snips.

"The Great and Powerful Trixie," Snips explained proudly.

"Sheesh," Spike muttered, rolling his eyes. Guess Mario was right about how pathetic it looks when ponies actually think she's great.

"Just bringin' her a smoothie," said Snips.

"How can you fall for her lameness?" Spike retorted, waving his arms up and down, "She's just a show-off. Unlike Twilight and Mario, who-"

"The great and powerful Trixie vanquished an ursa major," Snips interrupted and leaned into Spike's face, "Can your Twilight claim that?"

"Oh really?" said Spike, "Were you guys actually there?"

"Well, eh, uh...no," Snips stuttered as he exchanged looked with Snails, "but..."

"But nothin'!" Spike snapped, "The proof is in the pudding."

"I like pudding," said Snails with a laugh. Spike just looked annoyed.

"Look, unless an ursa major comes waltzing up the street for Trixie to vanquish, I'm not gonna believe a word she says," said Spike, "and neither should you!" Snips just began to think.

"Hm, an ursa walkin' up the street," he pondered aloud, "hey? Snails! You thinkin' what I'm thinkin'?"

"Why is it they call it a flea market when they don't really sell fleas?" Snails asked in his usual tone.

"Yeah, uh..." then Snips realized that wasn't what he was talking about, "oh, come on!" Soon the two colts took off and Spike just watched them disappear before making his way back to the Library. Mario and Twilight were actually reading from the same book as Spike arrived.

"Mario, Twilight, would you two put down that book and just listen to me?" Spike retorted.

"Didn't you see how they hated Trixie's bragging?" Twilight pointed out, "If we go out there and show off our magic..."

"...we run the risk of losing them as friends," finished Mario, "Nothing is worth that." Twilight gave him a sympathetic look before going back to her reading.

"It's not the same thing, you guys," said Spike, "You'll be using your magic to stand up for your friends."

"No, Spike, it's exactly the same," Twilight shot back.

"We don't need to stoop down to her level," said Mario, "While most of her magic quips were humiliating, they weren't anything that we needed to intervene. Well maybe Rarity's case...the poor thing was still upset until I managed to restore her mane's original color...but the point is that we don't need to fight magic with magic."

"Come on, Mario and Twilight," said Spike, "any one of these tricks, even the teeniest, would be enough to show up Trixie."

"I don't want to be seen as a bragger," said Mario and Twilight together. Then created a door frame with a door and slammed the door shut on Spike's face. Spike wasted no time reopening it.

"But you're the best!" Spike protested.

"Uh. Please, Spike I said no!" Twilight snapped.

"And that is final!" Mario added sternly. Spike just sighed..

"If that's the way you want to be, then fine," said Spike, "Maybe Trixie was right about one thing. You two belong together!" With that he slammed the door shut, Mario and Twilight looked unamused since the door Spike slammed didn't shut them out or lead anywhere. Spike soon realized this. He reopened the door and slowly made his way back outside without another word. Mario and Twilight just watched him leave before sighing to each other sadly.

"He just doesn't get it doesn't he?" Mario muttered before continuing the reading. Twilight looked worried. She just couldn't keep quiet about this issue any longer.

"Mario?" she asked quietly.

"Yes Twi?" he asked as he continued to read.

"What really happened all those years ago?" said Twilight, "When you were the top of the track team? I wanna know." Mario just looked at her blankly.

"Does it really matter?" Mario asked, "In the end, you were right." Twilight just looked sad.

"Mario, I know I wasn't there for you," said Twilight, "and I'm sorry I never tried asking if you were okay or tried to help you after your accident, but I don't understand how you know what it's like to show off and lose your friends because of it."

"I don't know if I wanna really..." Mario then stopped when Twilight looked at him with large eyes.

"I still want to know what happened," said Twilight sadly, "I don't know the whole story and I can tell you're still hurting over it. I didn't help you then, but let me help you now. Please?" Mario just looked at her before releasing a large sigh.

"Alright," said Mario, "I'll tell you..." Mario spent the rest of the afternoon telling her the entire story. Twilight did a great job hearing him out while doing her research, even giving him a hug since he cried during the conversation. Mario had to admit he felt much better finally being able to tell someone face to face rather than just jotting the painful memories into a journal. Being hugged by Twilight certainly was helpful in his opinion. He felt much better about the issue now, but was still reluctant to show off his magical talents. Twilight felt the same way.

By the time night had fallen, two young colts were now in the Everfree forest. They were apparently on a search for something, when they entered a cave and soon found themselves in complete darkness.

"Oh, how are we gonna find an ursa major when I can't even see my own hoof in front of my face?" Snips said annoyingly.

"Hold on," said Snails as he tried to light up his horn. After a few false starts, he finally managed to keep his horn lit.

"Oh, heh. That's better," said Snips before they turned behind them and saw what appeared to be a large bear-like creature that was coated in a celestial pattern. Apparently they were looking for an ursa major...and they had just woken it up. It gave a loud growl at the two colts.

"YAAAAH!" Snails and Snips screamed and took off as fast as their four legs could take them as the ursa gave another roar and pursued them. Spike was just outside the forest, kicking a small pebble cross the path when Snips and Snails came rushing by, screaming.

"Hey, guys, where ya goin'?" Spike asked curiously.

"Can't talk now," Snips replied, breathing hard and kept running.

"Got a major problem!" Snails he added and kept running as well.

"Yeah, ursa major, to be exact," said Snips as they disappeared. Spike looked puzzled when he heard a loud roar.

"Huh?" he exclaimed and looked up and saw the celestial bear coming his way. Spike only made a frightened face and took off to catch up with the two colts as the ursa roared again.

"TRIXIE!" Snips and Snails screamed.

"TWILIGHT! MARIO!" Spike screamed right behind him. Within record time, the two colts arrived at Trixie's wagon and began banging on the door of her wagon.

"Trixie!" They continued to chant until the unicorn opened the top half of the door.

"Trixie thought she said the Great and Powerful Trixie did not want to be disturbed!" she retorted.

"We-We have a-a tiny problem," Snips replied with a nervous laugh.

"Actually, it's a big one," Snails corrected.

"What is so important that you cannot wait until morning to disturb Trixie?" she asked. That was when she heard a loud roar. Then she saw the ursa break its way out of some trees and appeared before her in the distance. Trixie screamed at the top of her lungs and took off for dear life. Snips and Snails were stunned for only a second before taking off as well just as the ursa used its paw to smash Trixie's wagon to pieces. Spike had managed to reach the Library just a little after the two colts had spoken to Trixie.

"Twilight! Mario!" Spike panicked, "You gotta come! Quick!"

"I ready told you, Spike," Twilight retorted, "I don't want to show up Trixie!"

"So drop it!" Mario added sternly.

"No, you don't understand," Spike said frantically, "it's-"

ROAR!

That got Twilight and Mario's attention.

"Uh, is that what I think it is?" Twilight asked worried.

"I think it is," Mario replied with dread.

"Majorly," Spike added wearily.

Meanwhile, the ursa had managed to pursue Trixie, Snips, and Snails and had backed them towards a nearby house. They were all fearing for their lives when Snips remembered something.

"Great and Powerful Trixie, you've got to vanquish the ursa," said Snips.

"Yeah, vanquish it so we can watch," said Snails. Trixie was rather aghast at their request and suddenly she realized something.

"Wait, you brought this here?" Trixie said with a gasp before becoming angry, "Are you out of your little pony minds?"

"But, you're the Great and Powerful Trixie," Snips protested.

"Yeah, remember?" said Snails, "You defeated an ursa major." The Ursa roared at Trixie, making her gulp.

"Uh, okay," said Trixie nervously, "Stand back." She then used her horn to summon the rope, attempting to use her snake charmer trick on the ursa. She then bound what appeared to be two of its legs before smiling.

"Heh, piece of cake," Trixie said smugly. Until the ursa showed that Trixie had only succeeded in binding two of its front fingers together and broke the rope with ease.

"Aw, come on, Trixie," Snips retorted.

"Stop goofin' around and vanquish it, eh?" Snails added. Trixie was getting more and more nervous. She then tried to summon her thunder cloud again. It seemed she was creating quite a massive storm...until you back away and found that the cloud was no bigger than the one she had summoned on Rainbow. Trixie just gasped and gulped again. She would be lucky if that even tickled the creature.

"Well, that was a dud," said Snails bluntly.

"Yeah, pfft, come on," said Snips impatiently, "Where's all the cool explosions and smoke and stuff like earlier?" Trixie said nothing as her little cloud finally cracked a lightning bolt, leaving a burnt mark on the side of the ursa's back end.

"Uh oh," Trixie squeaked as the ursa gave a loud roar. The three just screamed and ran off. Soon the ursa's roaring was waking up the other ponies living nearby. Many of them gasped at the sight. Then the ursa tore off a nearby roof and the ponies began running and screaming in fear. Mario and Twilight had just arrived on the scene.

"What's going on?" Twilight asked as they both ran into Snips, Snails, and Trixie.

"We brought an ursa to town," said Snips plainly.

"You what!?" Twilight exclaimed in shock.

"Don't worry, the Great and Powerful Trixie will vanquish it," Snails replied excitedly. Mario grunted angrily.

"When the brains were being passed out, you two forgot to take a number," Mario retorted.

"Heh, yeah we did," Snails answered with a chuckle. The fact Snails even answered that question so casually only proved Mario's point. Twilight just looked unamused. Trixie hadn't heard and was keeping very quiet for a moment before speaking.

"I can't," Trixie admitted sadly.

"WHAT!?" Snips and Snails exclaimed.

"Oh, I can't, I never have," Trixie confessed, "No one can vanquish an ursa major. I just made the story up to make me look better."

"Made it up!?" Snips and Snails exclaimed.

"Wow, what a surprise there," Mario muttered. Then the ursa gave a loud growl and a roar as it appeared above a house in the distance. Mario and Twilight looked uneasy as other ponies gasped fearfully. Rarity, Applejack and Rainbow were now in the crowd. Mario and Twilight just looked at each other. Then Spike made a gesture for them to do something. Mario gave a loud huff.

"Looks like we have no choice," said Mario and turned to Twilight, "I'll lure it here with my number twenty six. Then together we'll deal with it okay." Mario went to approach it, but Twilight grabbed his tail to pull him back a bit.

"Are you crazy, you can't face that thing alone!" Twilight protested.

"Yes I can," said Mario, "Trust me. Number twenty six will keep me safe while I lure it into range." Mario gave her a firm look. Twilight sighed.

"Okay," she said bravely, but didn't hide the fact she was nervous. She didn't even know what number twenty six even was. Mario slowly made his way towards the ursa. Their friends were watching from nearby.

"What in Celestia does Mario think he's doing?" Applejack asked curiously, worried about him. Once Mario was just a hair away from being at risk of getting swiped, he pulled out a cookie in the shape of a star.

"How can he eat cookies at a time like this?!" Rainbow said in shock. Mario didn't hear as he used his horn to create a little spark, causing the cookie to glow. By now the ursa major had seen him. Mario quickly ate the cookie in one bite. The ursa raised its paw to strike when...

(Insert your favorite Invincibility tune)

Mario's outer body began to glow a bright yellow with a slight flicker and it generated an endless supply of sparkles. Mario slowly moved towards Twilight as the ursa followed. It made occasional strikes, but all its attacks were blocked, preventing Mario from being hurt or knocked back. The others were in shock and Rainbow's jaw literally hit the ground.

"Oh wow," Spike exclaimed, "Invincibility spell. Mario's been trying to perfect that move for years!" Twilight was too surprised to reply. She was more worried how long the invincibility would last. Mario knew the invincibility was short lived and had been keeping track of the magic's energy. He paced himself so he had enough time to get out of range when the magic started to wear off.

"Four...three...two...one!" Mario called out as he rolled out of the way as the invincibility wore off. He then skillfully made a one eighty as he uncurled out of his ball and came to stop right beside Twilight. Now they were ready to deal with the ursa head on. Twilight gulped as she and Mario slowly got a little closer to the ursa. Then they began to make their horns glow. The magic created a small gust of wind that spread about the outskirts of town, creating a soft and smoothing melody that began to calm the ursa down.

"Nice use of number sixteen," said Spike, clearly impressed. Mario and Twilight began to sweat as they kept the melody playing and began to remove a nearby water tank from its stand. They then removed the water and slowly guided the tank through a nearby barn. Twilight kept the tank steady and Mario used his magic to collect some fresh milk from the cows. The cows gave moos in surprise as they were magically milked and the contents placed inside the tank.

"Golly, dont'cha know?" said a cow as the tank was filled with fresh milk and Twilight created a rubber suction top to turn the tank into a giant bottle of milk.

"That's new," Spike remarked as the tank made a clank once it arrived. Mario and Twilight groaned from the multi-tasking, sweating even more as they used their magic to lift the ursa into the air. Once they had it in a cradle position, they offered the giant milk bottle to the ursa, who began to drink it peacefully. Then they slowly but surely transported the ursa back into its cave where it belonged. Once it had been set down, Mario and Twilight let out a long but exhausted sigh as they tried to catch their breath. They were both tired, but triumphant. The ponies all cheered for them.

"Unbelievable!" said Rainbow.

"That was amazing!" Spike added.

"Heaven's to Betsy!" said Applejack, "We knew you two had ability, but not that much." Twilight and Mario just looked rather sad.

"I'm sorry, please, please, don't hate us," Twilight pleaded as Mario gave them a worried look.

"Hate you?" said Rainbow, Applejack, and Rarity together.

"Why, whatever do you mean, darlings?" Rarity asked puzzled.

"Well, I know how much you all hated Trixie's showing off with her magic tricks," Twilight explained, "and we just thought..."

"After my accident..." Mario stumbled, "I...I didn't want to risk losing my friends because of...my talents...I know that invincibility spell was a bit flashy but...I had to protect my..."

"Whoa, whoa, whoa," said Rainbow, cutting them both off, "Magic's got nothing to do with it...or having alot of talents. Trixie's just a loudmouth."

"Most unpleasant," Rarity added.

"All hat and no cattle," said Applejack.

"So...you don't mind our magic tricks?" Twilight asked.

"Your magic is a part of who you are, sugarcubes," said Applejacks, "and we like you who you are. We're proud to have such powerful, talented unicorns as our friends."

"And after whuppin' that ursa's hindquarters," Rainbow added, "we're even prouder."

"You are?" Mario and Twilight said together.

"Uh-huh," said Rainbow.

"Mm-hmm," Applejack and Rarity said together. Mario and Twilight smiled.

"Wow, Twilight, how'd you know what to do with that ursa major?" Spike asked.

"That was what we were doing when you came looking for us," Twilight explained, "We were so intrigued by Trixie's bragging that we were compelled to do a little reading up on them."

"Guess you can say it pays to do your homework," Mario added, rubbing the back of his mane.

"So it is possible to vanquish an ursa major all by yourselves?" Spike asked.

"That wasn't a ursa major," Twilight replied.

"It was a baby, an ursa minor," said Mario.

"That was just a baby?" Trixie exclaimed in shock.

"And it wasn't rampaging," Twilight continued, "it was just cranky become someone woke it up." Twilight and Mario gave two particular young colts a glare.

"Awww..." they muttered sheepishly, knowing they were in deep trouble.

"Well, if that was an ursa minor," Spike thought, "then what's an ursa major like?" Mario and Twilight thought deeply to themselves. When they were moving the ursa minor, they had actually deposited the baby into its parent's lap, which was about twenty times the size of the baby.

"You don't wanna know," Mario and Twilight with a smirk.

"Huh," Trixie snorted as she stood beside them with a hoof pointed at them, "You may have vanquished an ursa minor, but you will never have an amazing, show stopping ability of the Great and Powerful Trixie!" She turned to Mario.

"You may have beaten Trixie this time, Mario," said Trixie, "But next time, victory will belong to Trixie!" Trixie then dropped a smoke bomb to try an disappearing act. But she ended up tripping and everyone could see her running way as the smoke disappeared.

"Why, that little..." Rainbow was about to take off to go after her when Twilight held her back by the tail.

"Just let her go," said Twilight as Trixie ran from Ponyville into the distance, "Maybe someday she'll learn her lesson."

"I hope you're right," said Mario, "In all the years I've known her, Trixie has never admitted to her mistakes."

"We can only hope," said Twilight and turned towards the two young colts, "Now, about you two." The two young unicorns just chuckled to each other nervously.

"Ah," Snips chuckled sheepishly, "Uh, we're sorry that we woke up the ursa minor."

"We just wanted to see some awesome magic," Snails added.

"Yeah!" Snips added, "And the way you vanquished that ursa minor was awesome!" Mario and Twilight just looked at them sternly, making the two colts slouch in defeat.

"We deserve whatever punishment you give us," Snails conceded sadly.

"For starters, you can clean up this mess," said Twilight as Mario looked at Trixie's destroyed and abandoned cart, "And...what do you think...Spike? Mario? Should I give them number twenty five?"

"Oh twenty five! Yes!" said Spike as Mario nodded in agreement, "And I think I deserve it, too!"

"Heah?" Snips and Snails said in confusion before Spike stood next to them.

"I think you're right," Twilight smirked as Mario let Twilight do her thing. Twilight made her horn glow and produced a thick black mustache on all their faces.

"Swwwwwwwwwwweeeeeeeeeeeeeeeet!" The three boys said together. Mario and Twilight just chuckled to each other. Before the night was over, Mario had to retell what he had told Twilight to the rest of their friends regarding his accident, but was grateful for their sympathy. Then he had to listen to Rainbow brag about how awesome his invincibility spell was until Rarity and Applejack dragged her away. Mario was just grateful he had so many caring friends.

By next morning, the damage had been cleared away for the most part, but the two colts still had to repair some broken rooftops. Mario and Twilight were just back in the library on the upper floor as Twilight prepared their letter to Princess Celestia.

"Dear Princess Celestia," Twilight recited out loud as Mario stood beside her, "We have learned a very valuable lesson about friendship: We were so afraid of being thought of as show-offs that we were hiding a part of who we are. Our friends helped us 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."

"So you finally admit that you two are the most talented unicorns in all of Ponyville?" Spike asked as he reached the top of the stairs before Twilight could finish signing the letter.

"Well, yeah," said Twilight modestly.

"But it's nothing to brag about," Mario added.

"So, uh, how did it go with Rarity?" Twilight asked curiously.

"Eh, she didn't go for the mustache," said Spike, feeling rejected.

"You know Spike," Twilight pointed out, "that mustache has nothing to do with who you really are. Maybe you should just try to be yourself."

"Or...Maybe the mustache wasn't enough," Spike thought aloud, "Maybe if I had a mustache and a beard."

"Uh, not this again!" said Twilight in exasperation.

"Okay, imagine me with a nice, long, Fu Manchu type beard," Spike explained, "Or maybe a goatee. On no...a soul patch right on my chin!"

"Oh brother..." Mario replied with an eye roll.

Take my advice Spike...girls these days like colts, or dragons, who are clean shaved.

At least Twilight does...

I know Pinkie Pie doesn't have an actual appearance in this episode, but I needed her to cameo for that one joke.

Hey, my pony is named Mario, he had to do the "Super Mario" intro at least once.

If you need a time count on his "invincible star cookie" think about 20 seconds.

Peace Pony Fans!

Dragonshy

Pony's Log Number 107: Even those who are the least capable can find what it means to be a true hero...

Somewhere just outside the Everfree Forest, one can find an adorable little tree house stationed near a small creek. It is at this little residence that the sweetest and most gentle pony has made her residence. This would be Fluttershy. Why would such a shy and timid Pegasus live so far outside of Ponyville, especially near the dangerous forest? It has to do with her animal friends, for Fluttershy does not live alone. Her little tree house doubles as a miniature animal shelter, animals of all shapes and sizes visit her sometimes for food, shelter, injuries, and sometimes just to spend time with her. But she does have a few permanent members of her household. At the moment, Fluttershy was busy tending to some the nearby animals, even spitting out some worms for the nearby birds in her trees. That was when she noticed her little bunny Angel gobbling down his carrot. Angel was quite unique compared to other bunnies. He didn't mind trying to make himself heard and was very smart, but he was also slightly...actually very spoiled. And he had no problem showing it either.

"Not too fast now, Angel bunny," said Fluttershy as she went over to him, "You don't wanna get a tummy ache." Fluttershy chuckled to herself as Angel stopped eating and looked at her indignantly.

"You really should eat more than that, don't you think?" Fluttershy suggested. Angel just looked at the carrot and took off running...or hopping. Fluttershy flew above him and managed to catch up to him.

"I know you want to run, but..." Fluttershy said gently as she set the carrot down and Angel just crossed his arms to pout, "just three more bites. Two more bites? One more bite? Pretty please?" Fluttershy leaned her face closer to Angel's. His only reply was kicking the carrot far away from him and hopping away. Fluttershy just sighed to herself before she heard Angel coughing.

"Oh, goodness," Fluttershy said worried, "Are you okay?" Angel just coughed again.

"Are you coughing because there's a carrot stuck in your throat?" Fluttershy asked worried. Angel coughed again, giving a glare afterward.

"Because you need some water?" Fluttershy guessed. Angel gave a very loud and definitive cough and pointed a paw upwards. Fluttershy gasped.

"Because of that giant cloud of scary black smoke?" Fluttershy replied fearfully and was nailed in the back of the head with the recently kicked and unfinished carrot.

"I'll take that as a...yes," Fluttershy sighed in defeat as Angel just continued to glare at her annoyingly.

It was said he is a brat.

(theme song)

In the Ponyville park, several ponies were conversing with each other as Fluttershy raced about to give warning about the cloud.

"Help. Help! Please?" she tried to call out, but her soft tone wasn't getting anyone's attention, "There's-there's a horrible cloud of smoke. It's headed this way and...EEEK!" Fluttershy shrieked when a pony suddenly popped out in front of her with a ball on her head.

"Don't be such a scaredy-pony," said Rainbow as she continued to bounce the ball on her head, "It's just me, future Equestria ball-bouncing record holder...three forty six, three forty seven..."

"This calls for a celebration," said Pinkie excitedly.

"Oh no, Pinkie Pie, this is no time for a celebration," said Fluttershy worriedly, "This is time for panic, for-"

"Ooo! I'm going to need balloons!" Pinkie continued, not even hearing Fluttershy at all, "One for every pony in Ponyville!"

"There's-there's smoke," Fluttershy tried to explain, "And-and where there's smoke, there's fire and-" Fluttershy's words were falling on deaf ears as Rainbow kept bouncing her ball and Pinkie got ready to count some ponies.

"Let's see," said Pinkie, as she pointed her hoof to count some ponies in the park, each one looked up at her as she counted aloud, "that's one, two, three, four..."

"Three hundred fifty four..." Rainbow continued.

"...five, six..." Pinkie continued at the same time.

"Three hundred fifty five, no, wait..." Pinkie counting caused Rainbow to lose her concentration and she lost control of the ball.

"Seven..." said Pinkie.

"Pinkie Pie!" Rainbow bellowed, "Now I have to start over." Pinkie just smiled apologetically as Rainbow continued to glare at her.

"We're all going to have to start over," Fluttershy pointed out, "in a new village. 'Cause our is gonna be-" Poor Fluttershy just could not get anyone to listen to her as Rainbow stomped away without another word.

"Hey, Rainbow Dash, wait up!" Pinkie called out as she followed the blue Pegasus, leaving Fluttershy behind and ignored.

"Oh please, this is an emergency," Fluttershy pleaded to some other ponies but was still ignored, "I-I need everypony to-"

"Listen up!" said a voice in the distance. That got everyone to stop chattering and look in that direction. There on the bridge was Twilight with Mario standing beside her. They both had very serious looks on their faces.

"Smoke is spreading over all of Equestria," said Twilight.

"What? Oh no! That's awful!" the ponies said with worry. Fluttershy looked defeated.

"That's what I've been trying to-" Since Fluttershy was in the back of the crowd, her soft voice still couldn't be heard.

"But don't worry," Twilight continued, unintentionally cutting Fluttershy off, "Mario and I have just received a letter from Princess Celestia, informing us that it is not from a fire.

"Oh thank goodness," said Fluttershy with relief.

"It's coming from a dragon," said Mario. The other ponies gasped and Fluttershy stiffened.

"A...d-dragon?" she spluttered fearfully.

It wasn't much longer before the seven friends had gathered inside of Great Oak Library.

"What in the name of all things cinnamon swirled is a full-grown dragon doing her in Equestria?" asked Applejack.

"Sleeping," Twilight answered plainly as she shuffled through some of her books.

"Huh?" said the rest of the girls in confusion.

"According to Princess Celestia," Twilight explained as she placed another book into some saddle bags, "he's taking a nap. His snoring is what's causing all the smoke."

"He should really see a doctor," said Pinkie to the others, "That doesn't sound healthy at all."

"Well, at least he's not snoring fire," said Rarity, trying to see some positivity in this situation, "What are we meant to do about it?"

"I'll tell you what were meant to do," said Rainbow, "Give him the boot. Take that. And that!" Rainbow began to punch and jab about, nearly smashing a nearby horse head statue Twilight had on a pedestal. She used her magic to move it out of harm's way as Rainbow tried to dive right at it. Rainbow then ended up crashing upside down near one of the bookshelves.

"We need to encourage him to take a nap somewhere else," Twilight corrected as she stood above the dazed Pegasus. Rainbow soon covered and gave salute as she continued to speak, "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." Fluttershy gasped.

"Hmph, talk about getting your beauty sleep," Rarity remarked.

"Like it would make a difference," Mario muttered.

"All right everypony, I need you to gather supplies quickly," Twilight instructed, "We've got a long journey ahead of us. Let's meet back here in less than an hour."

"Ok, girls..." Rainbow replied excitedly as she held Pinkie and Rarity.

"Ahem..."

"...and extra" Rainbow remarked, making Mario snort, "you heard her. The fate of Equestria is on our hooves. Do we have what it takes?" Applejack, Pinkie, and Rarity all gave confirmation that they did, standing on their hind legs before marching out of the Library one by one. Of course Rainbow flew out and Fluttershy was the last to leave.

"Um, actually..." said Fluttershy nervously, but no one paid attention...

...except for Mario.

"Fluttershy, are you okay?" he asked gently. Fluttershy just gave a timid squeak before she left the Library without another word. Mario was worried about her, and planned on speaking to the yellow Pegasus later.

The others spent time getting ready.

Rainbow headed straight for her condominium, put her front hooves into the streams of rainbow colored water that flowed around her living space and painted her face.

"Raaah!" she cried out, making a pose.

Applejack had her family help her gather her saddle bags. Big Mac helped set them on Applejack's back. While they were heavy, Applejack was ready for action.

"Yaaa!" She cried out, giving her own pose.

Pinkie came out of Sugarcube Corner. Her saddle bags were already loaded...with party streamers that made her bags pop whistle. Pinkie laughed before recomposing herself.

"Oh, I mean, grr!" Pinkie tried to make her own intimidating pose.

At the Carousel Boutique, Rarity was finished packing and had put on an army style camouflage hat on her head. She had just walked by the mirror when she saw the hat and made a face.

"Ewww!" She muttered before swapping it for a floppy hat style camouflage hat, "Much better. Onward!" Rarity made her pose.

Fluttershy timidly left her home wearing hockey gear. She had barely opened her door and crawled outside when it slammed shut behind her.

"Squee!" Fluttershy jumped. Sadly, that was her pose.

The six girls stood side by side with a colored backdrop in their respective poses. Then beneath them all a speaker appeared.

"Okay girls," said the voice form the speaker, which later zoomed out to reveal someone sitting on chasse lounge sofa, but the angle concealed his face, "We've got a mission. Find that dragon and stop him from smoking Equestria. Good luck Ponies!"

"Now hold on a second!" said Rainbow, recognizing the voice, "Mario! What in Equestria are you doing?" His rectangle then showed that he was the one sitting on the chasse lounge sofa using his horn to hold up a microphone.

"What? Just getting into character," Mario replied.

"Who said you could be in charge of this mission?" said Rarity, "Who said you could be in charge of us?" Mario snorted.

"Hey, I'm not that kind of colt," Mario retorted, "Besides, why can't I be the leader for once?"

"No offense, sugarcube," Applejack added, "But you're more of a "Bosley" than a "Charlie"." The others, minus Fluttershy, snickered.

"Thanks alot, Farrah," said Mario as he crossed his arms indignantly.

"Let's go," said Applejack as the other girls zipped away from their backdrops, minus Fluttershy.

"Um...let's...not?" Fluttershy remarked with a light squeak and the above backdrops disappeared, leaving Mario pouting on his chasse until Twilight appeared next to him.

"If you're done goofing around, we need to get going," Twilight told him. Mario sighed.

"I love it when a plan comes together," Mario replied sarcastically with an eye roll. It was a little while later, everyone was packed up and ready to go as they stood side by side before Twilight.

"All right girls, Mario, listen up," said Twilight, "I'm mapping out the fastest route, but we've got to keep a good pace if we expect to make it up the mountain by nightfall."

"M-m-mountain?" Fluttershy spluttered as she noticed a very tall mountain in the distance. It was also the source of where the smoke was coming from.

"The dragon is in that cave at the very top," Twilight explained.

"Looks pretty cold up there," said Applejack.

"You bet it is," said Rainbow, "The higher you go, the chillier it gets."

"Good thing I brought my scarf," said Rarity as she pulled out a pink scarf and wrapped it around her neck."

"Ooo! Pretty!" said Pinkie.

"Heh, oh yeah," said Rainbow sarcastically, "That'll keep you nice and cozy."

"Well I have my aviator's jacket," said Mario as he pulled it out.

"Ooo!" Rarity exclaimed, "That is a genuine Cloudsdale couture. Where'd you get it?"

"Birthday present from Mom last year," said Mario, "It's made for these type of situations."

"How do you fit that big ol' thing in yer saddle bag?" Applejack asked curiously. Mario smirked.

"I have my ways," said Mario as he placed it inside gently and then pulled it back out with ease, "Check it out. Rarity, wrinkle free!"

"You continue to amaze me!" said Rarity. Applejack and Rainbow just rolled their eyes.

"That's my sweet babboo!" Pinkie remarked.

"I'm not your sweet babboo!" Mario snapped.

"Isn't he the cutest thing!" Pinkie gushed. Mario blushed and rolled his eyes while the three girls snickered. Meanwhile Twilight was planning out their path on the map while Fluttershy gulped before attempting to speak to her.

"Um, excuse me, Twilight?" Fluttershy said timidly, "I know you're busy but..."

"Uh-huh," said Twilight, her tone sounding like she wasn't really listening, "Well, we could go this way."

"But if I could just have a second..."

"Uh-huh," Twilight replied, still sounding too focused on the map to be listening to Fluttershy properly, "No we want to avoid that."

"So, um, I was thinking that, um, maybe I should just stay here in Ponyville," Fluttershy proposed.

"Uh-huh," Twilight answered. She was definitely not listening to Fluttershy.

"Oh! Good I'll stay here and-"

"Wait!" Twilight called out, realizing her mistake and seeing Fluttershy trying to leave, "You have to come! Your way with wild animals will surely come in handy."

"I don't think I-" Fluttershy objected.

"Oh, and don't worry about your little friends in the meadow," Twilight added, "Spike's got it covered while you're gone." Spike appeared next to her with Angel on his head and several other small animals surrounding him.

"You can count on me!" Spike said confidently until Angel rudely slammed his foot on Spike's head, making all the little animal scatter, "Oooh! Hey! Hey! Wait!" Fluttershy was more unsure about going than ever.

"I don't think he's up to the task," Fluttershy replied nervously. Twilight didn't seem worried despite Spike's display of chaos. Mario then remembered that he wanted to speak to Fluttershy. He was about to speak up when Rainbow hovered next to Twilight.

"Are you sure you want Fluttershy to come along?" Rainbow whispered, "I mean, that pony is afraid of her own shadow. She's just going to slow us down." Mario looked indignant.

"Oh, she's just a little nervous," said Twilight, "Once we get going, I'm sure she'll be fine."

"True," Mario added to Fluttershy's defense, "She had no problem with the Everfree Forest and Nightmare Moon. Being a little timid isn't a bad thing." Then Fluttershy saw her shadow, she squealed and dove into a nearby push to hide. Twilight just looked indignant and Rainbow smirked as if she say she was right. Mario just gave her a discreet growl at her.

"Alright girls, Mario," Twilight called, "move out!" Everyone then charged forward. Poor Fluttershy was directly on their way.

"But...but..." Fluttershy stuttered before she was scooped up by the collection of mares and carried away towards the mountain. Fluttershy screamed in terror as she bounced about the top of the pack of ponies. Then she bounced off and screamed again as she expected to hit the ground.

"Oomph," she grunted when she found that she landed on Mario's back.

"Don't worry Fluttershy," said Mario as he paced behind the group, "You're going to be okay. Big brother is going to take care of you. Now hold on tight." Fluttershy just whimpered before she wrapped her front hooves around his neck a little too tightly.

"Easy there, big brother's gotta breathe," Mario strained as Fluttershy loosened her grip a bit, "There we go. Now hang on. I'm gonna pick up the pace." Fluttershy just shut her eyes as Mario sped up a bit and zoomed right past the other girls.

"See ya, wouldn't wanna be yah!" Mario retorted as they sped by.

"Oh it's on," said Rainbow as she took to the skies to pick up her pace. The other ponies increased their speed as well, ready for a little race. After a good run, they all managed to arrived at the base of the mountain. Then everypony heard a loud roaring sound that caused the ground to rumble. Fluttershy gasped and ducked behind Applejack.

"Whoa. What was that?" Rainbow asked.

"That is what it sounds like when a dragon snores," Twilight answered.

"A full grown dragon to say at least," said Mario, "Spike never snored that loudly." Fluttershy just nervously looked at the mountain.

"It-It's so...high!" Fluttershy said timidly.

"Well, it is a mountain," said Rainbow as a matter of fact, "I'm going to fly and check it out. Wah!" Rainbow was about to take off when Applejack grabbed her tail to stop her.

"Hold on, now," said Applejack, "I think we should all go up together. Safety in number and all."

"Good idea," said Mario.

"Oh, all right," Rainbow agreed...reluctantly. Soon they were making their way up the mountain when Rarity remembered something.

"I hear my only thing that sparkles more than a dragon's scales are the jewels they use to build their nests," Rarity told the group, "Ooo, if I play my cards right, I might be able to convince him to part with a few." Pinkie, who was a pace ahead of her, turned around.

"Welcome to my cave Rarity," Pinkie replied, imitating a dragon, "Care for a diamond?" Pinkie than tried to give a menacing roar. Rarity, Pinkie, Applejack, and Rainbow all laughed until Twilight pushed herself between them.

"Girls! This is no laughing matter!" Twilight retorted as she pulled ahead of them, "Fluttershy, you're the expert on wild creatures. What do you think the dragon will be like? Fluttershy?" Everyone looked down to see that Fluttershy was just hiding inside of the bushes. Mario was just outside of the bush, trying to convince Fluttershy to come out.

"Hey! What are you waiting for?" Rainbow shouted from above, "An invitation?"

"If you're the one sending it, I'll decline," Mario muttered quietly to avoid being heard.

"Ooo, I think I have one in my bag!" Pinkie replied, not even realizing the sarcasm in Rainbow's voice. Rainbow and Rarity were then blasted in the face with some of her pop whistles and cheering sound effects.

"I-it's so...so...steep," Fluttershy quivered.

"Well it is a cliff," said Rainbow in a snarky tone, "You could just, oh, I don't know, fly up here?" Mario gritted his teeth a bit before releasing a long breath to keep his temper in check.

"Come on, Fluttershy, you can do it," said Pinkie, "You can do it. Flap those wings!"

"Finally some actual encouragement," Mario said, feeling a little better.

"Oh...okay," said Fluttershy as she slowly opened her wings and began to hover upwards. She couldn't help but give a soft cry as she slowly but surely rose higher into the air. The dragon then gave a loud snore. Fluttershy whined as her wings automatically closed up and she dropped down like a rock. Mario gasped.

"I gotcha, I gotcha! Oomph!" Mario jumped up and caught her, but they both ended up in the bushes.

"Augh," Rainbow groaned aloud as she covered her eyes in annoyance. Fluttershy tried to reopen her wings, but her fear had caused them to stay tucked in and she couldn't get them to budge.

"Ugh, we don't have time for this," Twilight added impatiently when Applejack opened her saddle bag, "What are you doing?" Applejack had grabbed Twilight's map to examine it.

"I'll need this if I'm going to take her around the mountain another way," Applejack explained. Rainbow gave another loud groan.

"Around that mountain?" Rainbow retorted, "That's going to take them forever." Applejack was already making her way down the mountain. Mario was with Fluttershy as she continued tried to try an reopen her wings. Fluttershy squealed lightly as she tried harder when the dragon gave a loud snore. Fluttershy then made a goat bleat and passed out like a dog trying to play dead.

(Insert favorite "lose a life fanfare")

"Don't worry Twi," said Applejack from the bottom of the mountain, "We'll be there lickety-split."

"Umm, AJ," said Mario, "I'm way faster and I could..."

"I'll do this," said Applejack firmly, "You catch up with the rest of the group."

"But..."

"No questions asked! Now shoo!" Applejack interrupted.

"Oh, fine!" said Mario, already feeling irritated, "but I'm going up my way." Mario then used his magic to set up what appeared to be some target patterned trampolines. One was the ground and the others were in midair. Once he lined them up, he walked over to the first one and slammed his back end into it. The trampoline sent him flying as he curled up and bounced from one trampoline to the next. Within a couple of seconds he reached the top of the cliff, and his friends arrived a bit later. Mario was just reclining against a rock reading a book when they arrived.

"What took you so long?" He teased, only to get a dirty glare from the other mares. As they waited for Applejack and Fluttershy to arrive, Rainbow just cruised the air impatiently while Twilight paced back and forth in the same manner. Mario just sat quietly alone at the location Applejack should meet up with the group. Pinkie and Rarity had found a way to entertain themselves by playing tic-tac-toe in the soft dirt.

"Whoo-hoo! I win again!" Pinkie cheered.

"Ugh, that's thrity-five games in a row," Rarity groaned before perking back up, "Best out of seventy one?" Just than a rather exhausted orange pony arrived. She had tied Fluttershy's tail around her head like a band. Poor Fluttershy was still knocked out as Applejack dragged her into view.

"We. Made. It." Applejack reported panting heavily as she plopped down to rest.

"Told you it was going to take them forever," Rainbow told Twilight in an "I told you so" tone.

"It wouldn't have if I had carried her up," said Mario, "But AJ insisted..."

"I...have...no...regrets," Applejack said proudly, but still exhausted.

"You know AJ," said Mario, "You could have just carried Fluttershy on your back. It would have been alot easier than dragging her through the dirt." Applejack eyes bugged out before she groaned and covered her eyes in embarrassment. Mario just rolled his eyes before looking into his saddle bag and pulled out a green and white spotted mushroom.

"Where did you get that?" Twilight asked.

"I grow them myself," Mario said, "They have special healing properties and they can revive passed out ponies." Mario walked over and placed the mushroom inside of Fluttershy's mouth.

(insert favorite "extra life" fanfare) Fluttershy shot up wide awake.

"Huh...wuh..what happened?" she asked startled. Then the dragon snored again and Fluttershy squeaked. Mario caught her before she passed out again.

"Easy Fluttershy," said Mario, "Just calm down okay." Fluttershy just trembled a bit, but felt a little better that her "big brother" was looking out for her. He turned to the group.

"She's fine," said Mario, "Once Applejack is ready, we can move out." The other ponies just exchanged looks as Rainbow rolled her eyes. Mario didn't resist giving the blue Pegasus a death glare as he held Fluttershy for comfort.

Later on, the seven ponies reached a particular area that required them to cross a very steep chasm. Rainbow didn't waste time showing off by jumping and using her wings to glide across with ease. Twilight and Rarity soon followed her across without a problem. Applejack and Pinkie did the same. Fluttershy was too afraid to try and gulped.

"You're turn, Fluttershy," Twilight called out.

"But...it's so...wide..." Fluttershy stuttered.

"Come on, Fluttershy, we should be much further along by now," Twilight protested.

"You could just leap on over," Applejack pointed out.

"I-" Fluttershy was cut off as the dragon snored again and she squatted down fearfully.

"I don't know," she finally said. Twilight and Applejack just shook their heads.

"There's nothing to be afraid of," Pinkie replied, "it's just a hop, skip, and a jump, see?" She made a demonstration when Mario felt something familiar was about to happen.

"Oh...here we go..." Mario groaned, rolling his eyes. Pinkie began to sing.

It's not very far
Just move your little rump
You can make it if you try with a hop, skin, and jump

"We don't have time for this," said Twilight and Rainbow rolled her eyes in agreement. Pinkie just continued, hoping across the chasm again and again.

A hop, skip, and jump,
Just move your little rump,
A hope skip, and jump,
A hope skip, and jump,
A hope skip, and jump,
A hope skip, and jump,
A hope skip, and jump!

Eventually Fluttershy couldn't help but smile. Pinkie's little demonstration made the jump look much easier than she had thought.

"O-okay," said Fluttershy, "Here I go. A Hop." Fluttershy did a small hop.

"That's it," Applejack called out.

"You've got it," said Twilight.

"Almost there," Rarity added.

"Skip," said Fluttershy and went to take a leap. Mario smiled excitedly.

"Just don't look down," Twilight shouted. Mario flinched when he heard that. Fluttershy froze in mid-air, looked down, whined, and lost her balance and tumbled...into the edge of the other side. Apparently the chasm she was afraid of jumping over was only three feet wide. While short in distance, it was still a very long drop if you mess up the timing of your jump. Fluttershy's hind legs stood at the edge of one end while her front legs were on the other. She couldn't move.

"Ugh," Rainbow groaned as he got behind Fluttershy and was going to shove her to the other side. Twilight and Rarity had grabbed Fluttershy's front hooves and pulled her forward to the other side. Since Rainbow as still pushing, she collided with Fluttershy and the yellow Pegasus ended up sitting right on top of her.

"I guess I forgot to jump," said Fluttershy sheepishly as Mario landed next to her.

"It's not your fault Fluttershy," said Mario, "Someone forgot the golden rule when it comes to crossing chasms or bridges that are high up!" Twilight looked puzzled until she realized what Mario was saying.

"Oh right, heh, never...tell them to not look down...cause...they will," Twilight replied sheepishly. Rainbow just rolled her eyes as Mario helped Fluttershy get off her back. Then they reached a certain point along the trail Twilight brought everyone to a stop.

"Let's keep it down," Twilight whispered, "According to the map, we're entering an avalanche zone. The slightest peep could cause a huge rock slide."

"Ooo...I have bad feeling about this," Mario mouthed fearfully. Fluttershy was already terrified.

"An...an ava...ava..."

"Shhh!" Twilight hissed as Fluttershy closed her mouth. Now everyone was on edge as they made their way down the path as quietly as they could. Then Applejack bumped a nearby tree causing it to release a pair of leaves. One of those leaves landed right on Fluttershy's flank.

"AVALA-!" she jumped in shock as Applejack shoved a hoof into her mouth. Fluttershy's shriek echoed throughout the area. For a few seconds nothing happened and they all released a collective sigh. Suddenly, the ground began to rumble and a few pebbles started to come tumbling down. Soon those rocks got bigger. Mario's felt his heart drop to his tail.

"Avalanche!" They all cried out and screamed as they dashed about, well Rainbow flew, to dodge and avoid getting crushed. There were several close calls for everypony. Mario used his spin jump to smash some large rocks before they could crush himself or his friends. Soon there were too many rocks for him to smash and he could only dodge. The timing couldn't have been worse.

"Oh no! Help!" Twilight cried out as the large rocks overwhelmed her. Mario tried to find her, but the large rocks kept blocking his way. Then a large rock was about to fall right on top of her.

"Ooh!" Twilight grunted as Applejack pushed her out of the way just in time to prevent the pony from becoming a unicorn pizza. Eventually the rocks settled down and everyone was coughing from all the dust.

"Oh my!" said Applejack as the coughing settled, "Everypony okay?"

"Thanks to you I am," said Twilight, giving Applejack a friendly head rub to say thank you.

"Eugh. Blech," Rarity retorted as her fur was covered in dust. She quickly shook about to clean it off, but got Pinkie dirty in the process.

"Whoo-hoo! Let's do it again!" Pinkie proposed, not caring she was all dirty.

"Let's not," said Mario as he helped Fluttershy to her hooves and breathed a long sigh of relief.

"Uh! This is why a girl always packs extra accessories," said Rarity as she wrapped her scarf around her neck, "Oh please tell me I brought the tiara that goes with this."

"Uh, think we got bigger problems than making sure our hair bows match our horseshoes," said Rainbow as she pointed towards the now large pile of dirt and rock blocking their path. Fluttershy just sighed sadly. She didn't need Rainbow's death glare to know this was her fault.

"Sorry," she said sadly.

"Aw, no big whoop, sugarcube," said Applejack with a sympathetic smile.

"Yeah," Twilight added, "We'll just have to...climb over." Twilight gave a sigh.

"Not necessarily," said Mario as he walked up to the mess, "In my studies, hedgehogs can burrow while in their curled up state. One shortcut coming right up." Mario began to spin about to charge up.

"No!" Twilight protested and made him uncurl and land on his stomach, "It's too risky!"

"I can find a stable spot!" Mario protested.

"It's not worth the risk," Twilight shot back. Mario could feel his temper reaching it's limit.

"Whatever," he muttered as they began to climb over the hill. Fluttershy was in the back with Rainbow hovering over her. It seemed that every time Fluttershy slipped and whimpered, Rainbow would just roll her eyes and grunt in annoyance. Mario had had enough.

"That does it!" Mario yelled angrily, "I've had it up to here with your attitude Rainbow Dash! If you're not going to help Fluttershy, then just go ahead of us! I'll make sure she gets over this hill in one piece." Rainbow just kept glaring before she did fly ahead of them. Things were fairly quiet after that once they reached the top. Twilight had already gotten to the bottom as they other ponies carefully made their way down. Mario held Fluttershy by the side so he could keep her from sliding down if she lost her footing. Fluttershy did slip, but she slid down too fast for Mario to hold her back and came sliding down with her. They collided with Rarity and then Applejack before crashing at the bottom of the hill.

"Wha! Wha..." Applejack spluttered.

"My apologies," said Rarity.

"Not your fault," said Rainbow, glaring at Fluttershy again, who simply whimpered sadly.

"GRRR!" Mario growled at Rainbow as she flew over to Twilight with a sigh.

"Still think it was a good idea to bring Fluttershy along?" Rainbow asked again in annoyance.

"We're about to find out," Twilight answered, "We're here," There before them was a large cave where the dragon was apparently sleeping in. Twilight looked afraid but her fear was soon replaced with a face of determination.

"Rainbow Dash, use your wings to clear the smoke," Twilight instructed.

"Mm-hmm," Rainbow replied.

"Rarity and Pinkie Pie, you'll create a diversion to distract the dragon in case things get a little hairy in there," Twilight said next. Pinkie and Rarity exchanged some smiles when Pinkie zipped away and started squeaking a ribbon chicken in her mouth. Rarity just made a face that said "okay..." and Twilight just looked a bit stunned before recomposing herself.

"Applejack, you're ready with the apples in case he decides to attack," Twilight continued as Applejack bucked two apples into a nearby tree for practice, "But it shouldn't come to that, because Fluttershy and Mario will do what they need 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?" Fluttershy just ducked and trembled fearfully while the other ponies gave their confirmation that they were ready to go.

"Okay then, we're goin' in," said Twilight as she headed right into the cave she was about a few yards inside when she asked, "So, what is the best way to wake up a dragon without upsetting him? Fluttershy? Mario?" She turned to see that neither of them had followed.

"Oh come on!" Twilight retorted annoyed as she found Mario trying to get Fluttershy to come, but the poor Pegasus had buried her head into some of the dirt and wouldn't move.

"Come on!" Twilight grunted as she tried to push Fluttershy forward, "We have to do this! Now! Every second longer that dragon sleeps is another acre of Equestria that is covered in smoke!" One by one the other mares lined up behind Fluttershy to make her move forward, but she held her ground. Pinkie was the last to get behind everypony, but all she did was laugh and hugged Applejack, who was at the back of the line.

"I...I...I can't go in the cave," said Fluttershy sadly.

"UGH!" All the ponies behind her groaned and fell into their backs.

"Oh great," Rainbow grumbled, "She's scared of caves now, too."

"I'm not scared of caves," said Fluttershy, "I'm scared of..." The last word was mumbled so softly that no pony could hear her.

"What's that, sugarcube?" Applejack asked curiously.

"I'm scared of..." Fluttershy still could say that last word.

"What?" Twilight asked.

"I'm scared of dragons!" Fluttershy blurted out. Then the dragon gave another snore and blasted the seven ponies with smoke. Pinkie squealed as the smoke made them all cough. Once it cleared, Fluttershy was hiding behind Applejack again.

"But Fluttershy," said Twilight, "You have a wonderful talent dealing with all kinds of animals."

"Yes, but they are not dragons," said Fluttershy.

"Oh come on!" Rainbow retorted indignantly, "We've seen you walk right up to a horrible manticore like it was nothing."

"Rainbow actually had a decent point...for once," Mario added, not hiding his sarcasm.

"Yes, because he wasn't a dragon," said Fluttershy.

"Spike is a dragon," Pinkie pointed out from behind her, "You're not scared of him."

"That is true," said Mario in agreement.

"Yes, because he's 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!" The dragon gave a loud snore. Fluttershy whimpered as she shuddered low to the ground.

"But if you're so afraid of dragons, why didn't you say something before we all came up here?" Twilight asked.

"I was afraid to," said Fluttershy sadly.

"Ugh!" Rainbow just groaned again. Mario felt his temper reach its limit.

"All of us are scared of that dragon," said Applejack sympathetically, preventing Mario from speaking at the moment.

"I'm not," Rainbow said smugly, earning plenty of death glares.

"Almost all of us are scared of that dragon," Applejack continued, "but we've got a job to do. So, get in there with Twilight and Mario, and show them what you're made of." Fluttershy just stood a bit, but lowered her head sadly.

"I-I-I just...can't," said Fluttershy and walked sadly away.

"Oh Fluttershy," said Twilight quietly as Fluttershy disappeared. Mario just walked forward a bit to watch Fluttershy disappear in the horizon.

"Hmph," said Mario definitively, "I don't blame her one bit for walking away."

"What are you talking about?" Twilight asked as the others gave him puzzled looks.

"Well as far as I'm concerned, no pony would listen to her," said Mario, "I found out that Fluttershy was in the park before us. She tried to tell Pinkie and Rainbow about the smoke and was ignored every time!" Pinkie just looked ashamed and Rainbow just rolled her eyes at him.

"She wasn't afraid to tell you about being scared of dragons, Twilight," Mario added sternly, "You were too busy discussing your brilliant plan and reading a map to listen to her either. You all ignored her when she was trying to speak. I'll take some the blame for that too since I didn't know about this until later. But my point is that speaking up isn't one of Fluttershy's strengths, but that doesn't give any pony the right to ignore her or tune her out!" The other ponies looked down at the ground in agreement. Rainbow didn't seem to care.

"AS FOR YOU!" thundered Mario and pointing a hoof at Rainbow, "You've been worse! Not only did you ignore her, but you've been grumbling and complaining about her all day! Treating her like she's nothing but a burden to the rest of us! I know for a fact you've known her far longer than the rest of us and if this is how you've been treating her all these years, it's no wonder she's got no confidence in herself! Some element of loyalty you are!" Rainbow was taken aback by Mario's harsh words and just looked away without saying another word. Mario just breathed loudly. His anger still livid as Twilight walked up to him.

"Look, we can discuss this and apologize to Fluttershy later," said Twilight, "Right now, we still have to figure out how to deal with that dragon. Mario, can you calm down enough to help me try to persuade him to leave? You're the only one besides Fluttershy who has studied Dragon dialect." Mario just released a long breath.

"Okay," he said calmly. Twilight gave him a smile as they headed into the cave together.

"We're goin' in," said Twilight, "He...probably just doesn't realize what he's doing...right?" The other ponies just agreed nervously as they stuck their heads in from outside before disappearing.

"Love that moral support," Mario muttered as they reached their target. The dragon was definitely huge and Rarity had been on point about it using a huge collection of jewels as its nest.

"Mr. Dragon," said Twilight gently. Her only response was a rumble from him.

"Excuse me," Twilight tried again, but all she got was another rumble.

"Wakey, wakey, eggs and hey-bacy!" Mario tried, earning a indifferent look from Twilight. Mario just smiled sheepishly.

"Mr. Dragon," said Twilight a little more firmly. The dragon rumbled again as he opened his eyes and just looked at the two.

"Oh good, you're awake," said Twilight, "Please allow me to introduce ourselves. My name is Twilight..." Then the Dragon gave a loud yawn. Twilight and Mario cringed in disgust.

"Ew...where's a breath mint when you need one," Mario muttered as he held his nose.

"Augh! Puh! Sparkle," Twilight continued, covering her nose until the stench subsided, "and my friends and I are residents in Equestria. Ponyville, to be exact. We've come here 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." The dragon just snorted, releasing more smoke on both Twilight and Mario, making them both cough.

"Equestria simply cannot survive a hundred years in a dark haze," Mario continued for Twilight once the smoke had settled, "You understand, don't you?" The dragon simply sat up and gave a loud yawn and a stretch.

"So you'll find another place to sleep?" Twilight asked hopefully. The dragon then laid back down with a loud thump and snorted again, covering the two ponies with smoke. Then it sent another blast that covered the other ponies in smoke. Everyone was in a coughing fit as Twilight and Mario found their way out. Well, Twilight only came out.

"Where's Mario?" Twilight asked.

"Alright listen up," said Mario sternly from inside the cave, "We tried to be nice to you about this, but nobody ignores me or my friends! You're causing smoke and we're not going to suffer from it just because you need your beauty sleep. So get off your big pile of scales and go sleep somewhere else! You hear me!" The other ponies were stunned at how assertive Mario was.

"Now that's persuasion!" Rainbow said impressed.

BURP! The cave then light up.

"RAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!"

Mario walked out with an indignant look on his face. The five ponies cringed when they saw Mario. He looked like he had fallen on top of someone's rotisserie grill.

"You girls mind if I smoke?" he asked bluntly as he stood before them.

"Actually, smoking is very bad for your health," Pinkie replied, "especially second hand smoke, which can cause..."

"I WAS BEING SARCASTIC!" Mario bellowed at the top of his lungs when another blast of smoke hit them, sending them into coughing fits again.

"So much for...persuading him," Rainbow coughed as the smoke settled.

"Now what?" Applejack asked as Rarity cleared her throat.

"Obviously, this situation just calls for a little "pony charm". Allow me," said Rarity as she entered the cave and went right up to the dragon. She cleared her throat, "I'm so sorry to interrupt. But I couldn't possibly head back home without mentioning what handsome scales you have. And those have to be hidden away in some silly cave for a hundred years?" The dragon began to flex it scale and grin to himself, clearly charmed at Rarity's words. As Rarity spoke, she began to walk about the jewels and started putting some of them on.

"Personally, I think you should skip the snoozing and be out there, showing them off," Rarity continued. The dragon stood tall, feeling persuaded to do so.

"I would be more than happy to keep an eye on your jewels while you're gone." Rarity ruined the moment as the Dragon growled and pulled all his jewels away from her. Rarity screamed as the dragon appeared to try and swipe her as she dashed away. When she took off, all the jewels she was wearing were left behind and he grabbed them with his large claw.

Back outside, Rarity was most upset as she leaned against a large rock.

"I was this close to getting that diamond," she fumed.

"You mean...getting rid of that dragon?" Twilight retorted indignantly as Mario glared at her.

"Oh, yeah...sure," said Rarity passively. Mario just rolled his eyes and shook his head at her. Then Pinkie appeared wearing a combination of a birthday package, balloons, and a horn in her mouth.

"What in tarnation?" Applejack exclaimed at the sight. Pinkie just blew her horn again.

"Darling, you look ridiculous," Rarity added.

"Exactly!" said Pinkie, "Sharing a laugh is a sure-fire way to get someone on your side!" Pinkie bounced her way inside. It was only seconds later...

CRASH!

Pinkie than limped out, balloons popped, package damaged, and even her horn was busted.

"Apparently he doesn't like laughing, heh," said Pinkie sheepishly, "or sharing."

"All right, that's it," said Rainbow angrily, "We tried persuasion, aggressive negotiation, charm, and whatever it is Pinkie does..." Pinkie just blew her busted horn.

"...it's time to stop wasting time!" Rainbow concluded, "I'm going in!" Rainbow then flew quickly inside the cave.

"Rainbow, no!" Twilight called out.

"Get back here!" Mario yelled, but their cries fell on deaf ears. Rainbow zoomed right up the dragon.

"Get! Out!" Rainbow shouted and kicked the dragon square in the nose. The dragon woke up, gave a light sneeze and growled at Rainbow. Rainbow's determination melted faster than a scoop of ice cream in summer time.

"Heh. Sorry," said Rainbow sheepishly. The dragon roared sending Rainbow flying backwards at high speed curled up into a ball.

"Who-o-o-o-a!"

STRIKE!

And she ten-pined everypony outside the cave. Sadly Mario was the headpin. They all got up, feeling rather dazed until they saw the giant dragon above them. The dragon roared and everyone just screamed as they hugged each other in terror. The dragon then gave another roar, sending a fast current of smoke at them.

"No!" Mario cried out and tried to raise a shield to block the gust, but he was too late. He and everyone else was sent colliding with a nearby rock crag. The impact was so strong that the crag fell apart, revealing Fluttershy hiding behind it. Apparently she hadn't gone back home at all, but rather just went somewhere to hide. Once she saw her hiding place was destroyed, she looked in shock. First she saw the Dragon, who was glaring at her and the rest of the ponies. Then she saw her friends, who were all dazed and bemused as they gave a loud moan from the attack. Then Fluttershy felt something inside of her burning inside of her.

Fluttershy was angry.

"How dare you," she said in her usual tone, but then her voice got louder and her face grew stern as she rose into the air, "How DARE you!" Fluttershy then flew right up the dragons nose and landed on it.

"Listen here, mister," she said sternly as she got into the dragon's right eye and stared into it, "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?" Her tone was so stern that all the dragon could say to reply was a whimper and he cowered back at her stern glare. The other ponies, who had recovered somewhat, were in shock at seeing Fluttershy so assertive.

"Well?" Fluttershy demanded, wanting an explanation as she hovered above him like a mother scolding a child.

"But that rainbow one kicked me," the dragon protested feebly. Rainbow just smiled to herself and nodded.

"And I'm very sorry about that," said Fluttershy, leaving Rainbow stunned, "But you're bigger then 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."

"But I-"

"Don't you "but I" me, mister," said Fluttershy, going into full mother mode on him and continuing to stare him down, "Now what do you have to say for yourself? I said, what do you have to say for yourself?" All the dragon could do was whimper and he began to cry. The other ponies just watched Fluttershy in amazement. They didn't seem to mind getting wet by the dragon's tears. Pinkie somehow pulled out a umbrella hat for her head.

"There, there. No need to cry. You're not a bad dragon, you just made a bad decision," said Fluttershy as she made her way back down to the ground, "Now go pack your things. You just need to find a new place to sleep. That's all." The other ponies cheered as Fluttershy landed as they gathered around her.

"You did it!" said Twilight, "I knew you could do it!"

"Bravo Fluttershy, bravo!" said Mario, clapping his hooves for her. It was then the dragon made his way out of the cave and flew away to find a new place to sleep. With their mission complete, they returned home. But not before giving Fluttershy an apology. While Rainbow denied it, she did shed a tear or two apologizing herself. Apologies were exchanged between Mario and Rainbow and all was good between the seven ponies once more.

Back at the library, Angel was still giving Spike a hard time as the dragon continued to chase the bunny about.

"I said come back here!" Spike snapped and finally grabbed Angel by the foot, "Ooh! How does Fluttershy put up with you furry little things." As Spike dangled Angel by the foot, he squirmed constantly to try and get away.

"Spike," Twilight called out with Mario at her side, "take a letter."

"With pleasure," said Spike with a sigh as he dropped Angel on his head.

"Dear Princess Celestia," Twilight recited aloud,

"We are happy to report that the dragon has departed our fair country, and it was our good friend Fluttershy, who convinced him to go. This adventure has taught us to never lose faith in your friends. They can be an amazing source of strength, and can help you overcome even your greatest fears.

Always your faithful students,
Twilight Sparkle and Mario Star."

"Twilight! Mario!" Applejack called out from outside as Twilight finished reciting the letter. She and Mario opened the nearby window to find Rainbow bouncing her ball on her head again.

"You gotta see this!" Applejack called again, "She's just five away from a new pony record."

"Three hundred forty-seven, three hundred forty-eight..."

"ROAR!"

"Dragon!" Rainbow shouted in fright, lost her ball, and with the sound of a goat bleat, played dead. They all laughed and Mario snapped a picture of Rainbow in her fright shock.

"I captured a Podak moment!" he shouted as they continued to laugh. Rainbow then rose to her feet in panic.

"Why are you laughing?" she asked as she panted, "That awful dragon is back!" Pinkie came up to her and gave her another roar. Rainbow then realized she had been tricked.

"Pinkie pie, you scared me!" Rainbow retorted and then realized what she had just said, "I mean, uh, you...broke my concentration." Fluttershy then hovered above her.

"It's okay, Rainbow Dash," said Fluttershy as she gave Rainbow a pat on the back, "Not everypony can be as brave as me." Rainbow snorted as she blew a falling leaf away from her. That leaf floated and landed right on Fluttershy's back end.

"EEP!" Fluttershy screamed, made a goat bleat, and was now playing dead once again. The other ponies just laughed. They loved Fluttershy. No matter how high-sprung or timid she was, they knew she could be brave when it mattered the most.

Besides, Mario had plenty of green and white mushrooms to revive her.

In case you don't get this joke. Farrah Fawcett was one of the original members of the TV show, Charlie's Angels. She was also a blonde. Applejack has a blonde mane.

Sorry if Mario seemed a bit short tempered, but when I first saw this episode, I hated how rude and insensitive Rainbow Dash was to Fluttershy's timid nature. Someone needed to put Rainbow's attitude in check.

Peace Pony Fans!

Look Before You Sleep

Pony's Log Number 108: I know they say opposite personalities are suppose to work well together, but when they clash...it's a war...

What started as a clear blue sky soon turned into dark grey clouds as the pegasi were hard at work bringing over a much needed rain storm to Ponyville. Ponies were gathering as many loose and torn branches from the trees to prevent any damages or safety risks as the storm made its way through the town. Applejack and Rarity were working together to clear out some nearby trees. At least they were supposed to. For the moment, Rarity seemed to be trimming and mending some of the broken and torn branches. She even trimmed some of the leaves into the shapes of ponies doing majestic poses.

"Hmm. Haa! Perfect," said Rarity, satisfied with her work until Applejack lassoed the branch and tore it down, ruining all her hard work.

"Just take the broken limbs down, Rarity," said Applejack annoyingly, "Don't y'all care about nothin' other than prettifyin?"

"Somepony has to," said Rarity indignantly, "You were making an absolute mess of the town square, Applejack." Rarity tilted her head to the ground that was now loaded with torn twigs and branches.

"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." Rarity just huffed as the Pegasus ponies above her continued to fill the sky with more and more dark rain clouds.

"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 remarked. Applejack just sighed and she continued to work.

"Think more practical-like, will ya?" Applejack replied, "They accidentally skipped a scheduled sprinkle last week, so we need a doozy of a downpour to make up for it all." It was just than the rain began to come down.

"Oh no!" Rarity exclaimed, "My wonderfully styled mane shall be ruined!"

"Ya shoulda hurried up and finished the job already," Applejack pointed out, but Rarity was pacing about trying to minimize the amount of water hitting her mane. But the rain just began to fall faster and in large drops.

"Oh! Ah! Oh! Ph!" Rarity squirmed, "It's coming down too fast! Ah! Oh! Oh! Ah! Help me!" Applejack just watched her for a moment before she noticed a nearby picnic table.

"Uh, there," Applejack pointed out the table to Rarity, "Hunker down to yer heart's content whilst I finish things." Rarity raced towards the picnic table and was about to duck under when she found that underneath the table was a huge puddle of mud.

"Oh, no, no, no!" Rarity panted.

"What now?" Applejack asked as she walked over to her.

"I prefer not to get my hooves muddy," said Rarity.

"Guh," Applejack groaned aloud, "There is just no pleasin' ya, is there? Everything's got to be just so."

"Well, how does muddying my hooves serve any useful purpose," Rarity retorted with a scowl as she turned to face the orange pony.

"Y'all wouldn't know useful if it came up and bit'cha," Applejack replied irritably. Rarity gave a haughty laugh.

"That doesn't even make any sense," Rarity answered.

"Does so," said Applejack.

"Does not," Rarity retorted.

"Does so."

"Does not."

"Does so."

"Does not."

"Does so infinity. Hah!" Applejack shot out, leaning forward.

"Does no infinity plus one. Heh!" Rarity retorted, leaning forward and made Applejack back away, "What say we go our separate ways before one of us says something she will regret." The two friends glared at each other.

"I reckon y'all are gonna say something you'll regret first," said Applejack.

"Oh the contrary, I believe it shall most certainly be you who says something you will regret first," said Rarity.

"I'm not sayin' anything," Applejack replied in a definitive tone.

"Nor am I," said Rarity in the same tone.

"Y'all just be on yer way, then," Applejack said firmly.

"After you!" Rarity added as they glared at each other and slowly backed away from each other.

KA-BOOM!

Just then a loud crack of thunder hit the sky, sending both ponies into each other's front hooves as they trembled fearfully.

"Perhaps we should stick together for now and find some shelter," said Rarity nervously.

"Uh-huh, perhaps we should," added Applejack, "and fast." The two continued to hold each other fearfully as the rain around them continued to fall.

(theme song)

The rain quickly picked up its pace, as well as the winds, and Applejack had ducked under the picnic table to try and keep dry.

"Heh," she chuckled, "Nice and dry under here, sorta." That was when she noticed that her hooves were covered in thick mud. Rarity had decided to stay out in the open trying to find a better, or at least cleaner, shelter.

"Oh! Unacceptable," said Rarity as her efforts proved futile. That was when she heard something faint in the distance.

"Applejack! Rarity!" the voice called out as it grew louder, "Applejack! Rarity!" Rarity turned to see that it was Twilight calling out to them. Her door was open as she stood outside of the library and her home.

"Come inside girls, quick," Twilight told them. Applejack and Rarity wasted no time heading towards Twilight. Along the way in the distance was a small house that nearly stood just a few steps away from the library. Such a background house shouldn't matter, but this one had some importance, even if it was ignored by both girls.

That was Mario's house.

Getting back on track, Rarity wasted no time rushing inside when Applejack came to a stop outside the door.

"Whoa, nelly," Applejack said with concern, "Is inside a tree really the best place to be in a lightning storm?"

"It is if you have a magical lightning rod protecting your home like Mario and I do," said Twilight proudly, "Come on in."

"Hah! We are most grateful for your invitation," said Rarity gratefully.

"Thank ya kindly for yer hospitality," said Applejack as she made her way inside, until Rarity held a fore-hoof to stop her from going past the welcome mat.

"Uh, do be a polite house guest and go wash up please, won't you?" Rarity said plainly. Applejack looked at her hooves and remembered that they were full of mud. She even made some hoof prints as she walked inside. While it would be considered rude to walk about someone else's home with muddy hooves, being told by Rarity to wash up clearly rubbed the orange pony's mane the wrong way.

"If I gotta spend one more second with that fussbudget Rarity today," Applejack grumbled as she went to wash off her hooves, "I can't be held responsible for what I'm gonna do."

"Some storm, huh," Twilight asked cheerfully as she spoke to Rarity, "The Pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home."

"It may indeed be a problem," said Rarity as she noticed the heavy rain outside.

"Well, you're welcome to stay if need be," said Twilight, "Spike is away in Canterlot on royal business. Mario is busy working on his first book at his home, a collection of short stories I believe."

"What kind of stories if I might ask?" Rarity wondered curiously.

"I think they had to do with talking locomotives or something," said Twilight, "but the stories have lessons on friendship and teamwork in them. I'm home all alone tonight," Twilight then gasped excitedly, "You and Applejack should totally sleep over! We'll have a slumber party! I've always wanted one of those."

"Oh! Uh, goodness," said Rarity uncertainly with a nervous laugh. She had nothing against the idea of a slumber party with Twilight at all. It was more over a certain orange pony that kind of made the idea less appealing, "Uh, I do believe I have another engagement scheduled for this evening that completely slipped my mind until just now. Ah silly me, I can't possibly stay here all night - with Applejack." Rarity looked out the window and Applejack used Twilight's garden hose to wash her hooves off, but Applejack ended up having trouble getting the water to flow, even spraying her face before she got the hose to cooperate with her. Twilight didn't seem to be listening as she searched her shelves and presented Rarity with a book.

"Slumber 101: All you've Ever Wanted to Know About Slumber Parties But Were Afraid To Ask," Rarity read aloud.

"My own personal copy," said Twilight excitedly, "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 clapped her hooves excitedly. Rarity just gave a sheepish smile as she glanced at Applejack outside.

"Yes, uh, great," said Rarity with a nervous laugh.

It wasn't much longer before Applejack arrived inside, her hooves still wet but now sparkly clean. She was feeling pleased with herself until she gasped at what she saw before her. Apparently Rarity and Twilight were sitting on some pillows plastering some sort of mint green goop on each other's faces.

"What in tarnation..." Applejack exclaimed, "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?"

"Silly!" Rarity retorted snootily, "This is called a mud mask. It's to refresh and rejuvenate your complexion.

"We're giving each other makeovers! Eee-hee!" Twilight squealed with delight, "We have to do it. It says so in this book." Twilight then used her magic to bring the book towards Applejack.

"Slumber 101: Everything You..." Applejack suddenly felt a bit pale. As with Rarity, she had nothing against slumber parties or having one with Twilight. It was more over being stuck with Rarity. However, one could argue at the moment the idea of a facial was clearly out of Applejack's comfort zone and her mind was screaming at her to run.

"Oh hey, heh, would'ja look at the time," Applejack said sheepishly, but being the element of honestly did make finding an excuse to leave rather difficult, "I gotta skiddadle on home quick. I'm powerful late, for, uh, fer somethin'. Uh g-night." Applejack made a dash for the door when.

KA-BOOM!

Applejack cried out and zipped right back to her spot in the room.

"Or maybe I'll sit here for a spell," Applejack conceded reluctantly. Then Rarity threw a huge glop of cosmetic mud at Applejack's face. The mud splashed all over it as Rarity spread the goop about.

"Hurray slumber party!" Twilight cheered for joy as Rarity set two cucumber slices over Applejack's eyes.

"Blahch," Applejack spluttered, "What in the world is this for?" Rarity sighed.

"To reduce the puffiness around one's eyes, of course," Rarity said as a matter of fact.

"Puffiness-schmuffiness!" Applejack huffed as she collected both cucumber slices with her tongue and ate them, "That's good eatin'!" Rarity just glared as Applejack chewed loudly.

"Hee-hee! Isn't this exciting?" Twilight continued, not even noticing the tension building between the two, "We'll do everything by the book, and that will make my slumber party officially fun."

"Did you hear that Applejack?" Rarity asked innocently, "You certainly would not want to do anything that would ruin Twilight's very first slumber party, would you?" Rarity was clearly trying to make Applejack feel guilty, but the orange pony was having none of it.

"Of course not, 'n you wouldn't either, I reckon?" Applejack shot back, not afraid to stoop to her level.

"So do we have an agreement?" Rarity asked plainly.

"You betcha," said Applejack as she spit on her hoof and held it out for a hoofshake. While such a motion may have been the norm for her family, Rarity was utterly disgusted.

"Oh! Gross!" Rarity replied at the spit covered hoof, "You know, there's messy and there's just plain rude." Applejack took offense.

"You know, there's fussy, 'n there's just plain gettin' on my nerves," Applejack answered irritably.

"Fortunately, I can get along with anypony," said Rarity indignantly, "no matter how difficult she maybe."

"Oh yeah?" Applejack glared, "Well, I'm the "get-alongin-est" pony you're ever gonna met."

"That's not even a word," Rarity pointed out.

This is true. It's even marked as a...but I'm staying out of this...

The two mares just glared until Twilight appeared above them and pull them both into a group hug.

"This is going to be the bestest slumber party ever! Yay!" said Twilight excitedly, still too excited to see the growing tension between her two best friends.

"Yay," Applejack and Rarity said together with no enthusiasm whatsoever.

As the winds and rain began to howl long into the night, the three girls were continuing with their makeover session.

"So, how are you getting along there, Applejack?" Rarity asked smugly. All three girls had put rollers into their manes and tails. While Twilight was enjoying it, Applejack was hunched low to ground feeling miserable.

"Just fine, Rarity," Applejack answered, not hiding her irritation.

"This is so awesome!" Twilight giggled as she headed over to her own personal checklist and slumber book, "Makeovers, check. Ooh, it says here we have to tell ghost stories. Who wants to go first?" Twilight had used her magic to remove all the curlers out of their manes and tails, much to Applejack's relief.

"Me!" Applejack volunteered, "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 moved her fore-hooves in front of her to emphasize the spookiness. "I'm sure y'all are familiar with that one?" Rarity just glared, knowing Applejack was referencing her.

"Never heard of it," Rarity replied quickly, "but I have a much better one. It's the horrifying story of the messy, inconsiderate ghost who irritated everypony within a hundred miles! Oo-oo!" Now it was Rarity turn to wave her fore-hooves about and Applejack just looked irritated.

"That's not a real story," said Applejack, "You made it up."

"It's a ghost story," Rarity said smugly, "they're all made up." That was when there was another clash of thunder outside and all the lights went off. Twilight then reappeared between them holding a green lantern loaded with fireflies inside. The green light made her look more ominous.

"I've got one!" she said cheerfully before changing her tone to something more spooky, "This story is called The Legend of the Headless Horse..." The thunder clashed again, putting Applejack and Rarity on edge, "It was a dark and stormy night, just like this one. And three ponies were having a slumber party, just like this one..." Another thunder clash appeared, showing the howling rain and the outside of the tree house, as well as a familiar home on its left. Applejack and Rarity were both trembling as Twilight neared the end of her ghost story.

"...and just when the last pony thought she was safe," Twilight continued in a low voice, "there, standing right behind her, just inches away was - The Headless Horse!"

"GASP!" Applejack and Rarity said together before another thunder clash sent them screaming as Twilight reappeared with a blanket over her head to make her look headless. Applejack and Rarity screamed and held each other in terror. Twilight just smiled as she rushed back to her book and turned the lights back on.

"Ghost story, check," Twilight said aloud. Applejack and Rarity looked stunned until they realized they were holding each other and roughly pulled away. Twilight then reappeared between them.

"Now, who wants s'mores?" Twilight offered. Soon Applejack was standing near the fireplace roosting several marshmallows at once. At a nearby table, Rarity was showing Twilight how to make the perfect s'more. Apparently Twilight had never made one before, even admitting that Mario had tried to teach her, but she had turned him down to study.

"Then you place one marshmallow on the top of the chocolate," Rarity explained, "and be sure it's centered - that's critical - and then carefully put another perfectly square graham cracker on the top. Ta-da!" Rarity gave a satisfied laugh.

"Ooo!" said Twilight clearly impressed. Applejack was more annoyed at the orderly display of what was supposed to be a camping style snack.

"Nah, ya just eat 'em," said Applejack and shoved the whole thing in her mouth, munching it loudly and a little sloppily, "Mmm-mmm!" Rarity just looked annoyed until Applejack gave a loud belch.

"You could at least say excuse me," said Rarity with a sigh.

"Aw, I was just about to, but you interrupted me," Applejack replied before she tilted her head towards Rarity and giving her a smug look, "pardon." Twilight just headed over to her book.

"S'mores, check," said Twilight, "Now the next item of fun we have to do is: Truth or Dare."

"I dare Applejack to do something carefully and neatly for a change," Rarity proposed.

"Oh yeah?" Applejack challenged, "Well I dare Rarity ta lighten up and stop obsessin' over every last little detail for a change."

"I think the truth of the matter is that somepony could stand to pay a little more attention to details," Rarity retorted now glaring at Applejack.

"And I think the truth is somepony oughta quit with her fussin' so the rest of us can get things done," Applejack replied, returning Rarity's glare. Twilight just watched the two going at it. Feeling a bit worried that the two were going to start a fight, she quickly looked at her book again.

"Uh, I don't think this is how the game's supposed to work," Twilight pointed out as the flipped through the pages of her book, "You have to give an honest answer to any question or do whatever anypony dares you to do." Applejack and Rarity looked at each other when Applejack got an idea.

"I dares you to step outside and let your precious, tidy mane get ruined again," said Applejack and Rarity gasped.

"You have to," said Twilight, "It's the rule."

"Hah!" Applejack laughed loudly.

"Fine!" said Rarity with her nose in the air as she stepped outside. Applejack snickered as she heard Rarity cry outside. The orange pony couldn't help but laugh as Rarity returned, her now curly mane was wet and straight. She was also shivering since the rain water was very cold.

"Okay, I dare Applejack to play dress-up in a frou-frou, glittery, lacy outfit," Rarity proposed as she walked up to the orange pony. Now it was Applejack turn to gasp before she grumbled and found a light blue princess dress, hat, and ribbons to boot. She continued to give an icy glare to Rarity once she had come back.

"Happy?" she asked.

"Very," Rarity smirked.

"Um, do I ever get a turn?" Twilight wondered curiously.

"I dare ya to enter the next rodeo when it comes to town," Applejack challenged, ignoring Twilight's question.

"I dare you not to enter the next rodeo when it comes to town," Rarity retorted. Now the two ponies were face to face.

"I dare ya not to comb your mane a hundred times!"

"And I dare you to comb yours just once!"

"Uh, I think we should check off Truth or Dare and move on," said Twilight, realizing that this game wasn't going as planned, "Let's see what our next fun-fun-fun thing is shall we? Hm, what does this mean? Pillow fight?" By now Applejack was out of the dress, and Rarity mane was dry and back into its curly style.

"Oh, please," said Rarity with an eye roll, "I am not at all interested in participating in something so crude." It was then a pillow hit Rarity in the face. That was all she needed to set her manners aside and a fierce determined glare appeared on her face.

"Oh. It. Is. ON!" Rarity said darkly as she grabbed a pillow with her mouth and threw it at Applejack, who got one right in the face. Applejack then bucked three pillows right at Rarity and they hit her in the face one after another. (Can you see the 100, 200, and 400 figures rising above her head with each hit?). Rarity narrowed her brow as she sent several pillows at Applejack. Applejack grabbed one of them and sent three pillows at once using a lasso. Rarity glared as she used her magic to freeze the three pillows in motion and held them along side of her before sending them back at high speed. Applejack returned fire. Soon pillows were zipping back and forth between them. Twilight just looked puzzled until she figured it out.

"Oh, I get it!" Twilight exclaimed, "Pillow, fight! Fun! UGH!" Twilight was soon pelted in the head by not just one, but two pillows. She ended up in a pile of them as she popped her head out of them feeling rather woozy.

"Ah, Uh, girls?" she said wearily, "Maybe we should take it down a notch?"

"I will if she will," Applejack called out as she sent out one pillow and dodged another. Rarity gasped as she barely missed getting hit.

"She started it," Rarity accused and their one on one battle continued until Twilight was buried in a mountain of pillows. Twilight rose out of the pile and spit out some leftover feathers out of her mouth.

"Maybe we should just call it a night and get some sleep?" Twilight proposed. While there wasn't an answer, the two girls soon complied...bitterly. Within a few minutes, Twilight was asleep in her own bed. Across from her bed was a second bed set up for both Rarity and Applejack since Twilight only had one extra bed. Neither girl was willing to share it quietly.

"Keep your muddy hooves on your side of the bed," Rarity warned on her end of the bed.

"My hooves ain't muddy," said Applejack indignantly from her end of the bed.

"They were," Rarity retorted, "There might still be a little on them."

"There ain't. See?" said Applejack as she turned to face Rarity and shoved a fore-hoof in her face.

"Eww!" Rarity groaned and leaned away from it. She turned away angrily and claimed the entire blanket for herself.

"Now who's bein' inconsiderate?" Applejack shot back as she took the entire blanket and wrapped herself into it like a burrito. Rarity groaned as she got out of the bed and pulled the blanket off of Applejack.

"I have to make the bed again so the blanket will be right," Rarity told her, "Get up!"

"Hey!" Applejack grumbled as she was forced to get up and Rarity carefully set the blanket properly on the bed. Applejack just glared and went to get back in.

"Ah ah ah!" Rarity stopped her, "You'll ruin it. You have to do it like this." Rarity climbed in from the top of her pillow.

"Mm, uh, ooh, u-u-u-uh, uh, ah," Rarity murmured as she snaked her way down into the blanket and snuggled into it contently. She closed her eyes to relax and sleep. Applejack just looked at her with a bored look.

"Yeah, that's not gonna happen. Geronimo!" Applejack called out as she jumped high into the air and body slammed into the bed. She sent Rarity flying out and Applejack got the entire blanket to herself.

"Hey!" Rarity called out.

"Ah," said Applejack as she relaxed on the bed.

"You did that on purpose," Rarity accused.

"Um, yeah?" Applejack admitted shamelessly.

"Get up so I can fix it again," Rarity ordered.

"Can't hear ya, I'm asleep," Applejack replied and tried to snore.

"M-mmm!" Rarity replied as she tried to get Applejack to move.

"I ain't budgin'," Applejack retorted stubbornly.

"You will if you want any blankets," Rarity replied as she pulled the blanket off of the orange pony.

"Give it back!" Applejack demanded angrily.

"I will not!" said Rarity, her voice muffled with the blanket in her mouth.

"Yes you will!" said Applejack as she grabbed the other end with her mouth and they were playing tug of war for it.

"Won't!"

"Will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

"ENOUGH!" Twilight yelled. Apparently, she hadn't been clueless to their arguing and was now very upset as she showed them the slumber book, "It says right here that the number one thing you're supposed to do at a slumber party is have fun, and thank to you two I can't check that off!" The two girls just looked at the book before glaring at each other.

"I've been tryin' my darndest to get along," Applejack retorted.

"No, it is I who have been trying my best," Rarity said angrily.

"No, it was me!"

"No, it was I!"

"Me!"

"I!"

"I hope you're happy, both of you," Twilight said angrily, "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?" It was just then a large bolt of lightning struck a nearby tall but skinny tree, damaging it near the top end, frightening Twilight.

"Sorry I asked," she said meekly as she hid her nose into her pillow. The three girls soon turned a light to see the tree. They gasped as they saw the burned top of the tree was leaning dangerously forward and could tumble into the top of a house on the right side of Twilight's home.

"Ya see?" Applejack called out, "That's why we needed to take down all those loose branches in town, not spiffy them up!" Rarity looked rather stunned at being scolded.

"But I-"

"Outta my way, missy!" Applejack cut Rarity off, "Time's a-wastin'." Applejack opened the window and use her lasso to grab the top part of the tree and kept it from falling onto the roof of the other house.

"Wait! Stop! Don't!" Rarity shouted.

"No waitin'! No stoppin'! Doin!" said Applejack with the rope in her mouth as she pulled the rope hard to make the tree fall the other way, "And that my friends, is what we call gettin' er done." But all Rarity and Twilight could do was cry out when...

CRASH!

The top of the tree came flying through the window into the bedroom, leaving Applejack dangling on the rope leading downstairs to the library. It also brought in some of the heavy rain and winds inside Twilight's bedroom.

"I tried to tell you it would come crashing down in here," Rarity cried out.

"Well, ya shoulda tried harder," Applejack protested but soon sighed with guilt when she saw Twilight poke out of the tree branches, "I'm mighty sorry, Twilight."

"It's...well, it's not okay," said Twilight, trying to stay calm but couldn't hide the fact she was upset, "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. Ooh...ah!" Twilight began to shuffle through her book. Applejack just looked around when she saw Rarity was cleaning up some items from the bookshelf that had fallen off from the sudden tree branch.

"What in tarnation are y'all doing over there?" Applejack asked loudly as the rain and the winds picked up and made it hard for anypony to hear her.

"Cleaning up this mess somepony made," Rarity answered, "Who was that again? Oh right, that's you." Rarity continued to clean as Applejack just looked at her indignantly. trying to get the main tree branch out of the bedroom but she couldn't make it budge.

"We gotta do somethin'!" Applejack shouted over the winds.

"Baking...BFFs...Brothers..." Twilight read aloud as she scrolled through her slumber book, "There's nothing in here about branches!" Applejack saw she was being ignored and headed back to Rarity.

"Rarity for pony's sake," Applejack grunted, "stop sweatin' the small stuff and help me get rid of this thing!" Applejack rants fell on deaf ears as Rarity continued to clean up the bookshelf. Applejack was feeling frustrated.

"I said hussle over here and help me!" Applejack shouted louder but was ignored again. Finally Applejack knew what she had to do.

"Look, I'm sorry all right?" said Applejack.

"What was that?" said Rarity, the look on her face showing that she had been so focused that she hadn't heard the orange pony until that point. She hadn't been tuning Applejack out on purpose.

"I said I'm sorry!" Applejack repeated, "I shoulda listened to you when you said 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 being so dang fussy, pickin' up all the little things, and help me move the one big thing in here that really matters! Please!" Rarity just looked at the large tree branch nervously.

"Uh. Uh, but I'll get all icky," Rarity protested feebly.

"Cosarnit! What the..." Applejack was about to snap when the quickly corrected herself, "...eh...you...I mean, yes, ickiness is often the 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." Rarity hesitated a bit but then her face changed to that of determination.

"Oh. Let's do this," said Rarity. As the two discussed a new plan, Twilight was still shuffling through her slumber book.

"Well, they do have a section about backyard slumber parties," Twilight pointed out, "Is that what we're doing right now? Does this count as camping?"

Twilight received no answer as Rarity made her horn glow and Applejack began to move the branch with all her strength. Then with a huge flash, the branch was broken down into several smaller branches. Many of them had cute mini sculptures on them. The rest of the branches had magically been removed minus a one piece of wood. Applejack was about to buck the thing clear into the next town when Rarity gave her a glare. Applejack stopped and just lifted the branch with her mouth and let it drop easily to the ground before shutting the window tight. Rarity then looked at herself, her coat was coated in leaves and mud.

"U-ugh. Oh, I look awful," she said sadly. Fussy or not, Applejack didn't like seeing Rarity so glum. She then got an idea and grabbed some leftover cucumber slices and set them in her eyes.

"Better?" Applejack asked. Rarity then remembered what she said about mud having cosmetic purposes and smiled.

"Hmph, thanks," she said with a brave smile. She reached out a hoof to find the orange pony. Applejack shifted so Rarity knew she was there and the two shared a warm but muddy hug. Despite their little acheivement, Twilight was still shuffling through her book when she saw some of the leftover mini sculptures.

"Oh, pretty!" said Twilight, "where did these come from? They were not in the book either..." She continued to search about until she was interrupted by knock on the door. Twilight rushed downstairs with Rarity and Applejack not too far behind. (and they were both now mysteriously clean again.) Twilight opened the door to see a mysterious figure appear wearing a drench coat and black fedora on his head. The thunder clashed behind him, giving him a menacing look.

"EEEEEEEEEEEEEEEEEEEEEEEEEE!" They all screamed.

"Calm down," said the voice as he stepped into the light, "It's just me."

"Mario!" the three girls all exclaimed.

"What are you doing here this late at night?" Twilight asked curiously, "In the middle of the thunderstorm for that matter?"

"I was about to turn in for the night when I saw the top of the tree fall into your bedroom," said Mario, "I would have been here sooner, but I fell down the stairs and knocked myself out for a bit. I'm okay, nothing hurt by my dignity. Clumsy me." Mario blushed a bit at that last part. The three girls just giggled.

"Well, thanks for checking up on us," said Rarity, "but aside from a little mud we're doing just fine."

"Just fine sugarcube," Applejack added in agreement.

"Alright, I'll see you girls in the morning," said Mario and turned to leave when Twilight then shut the door and held a hoof against it.

"You are not going anywhere, Mario," said Twilight with a sly smirk on her face, "According to my book here, your considered an intruder."

"What?" said Mario as he looked at the book "Slumber 101: when a pony of the opposite gender appears in the middle of your slumber party uninvited. You have the opportunity to take them hostage?!" Mario felt his face pale. The three girls closed in on him as he backed himself into a wall.

"Oh come on girls!" he protested, "I just came because I cared...can I leave...please...mommy?"

Mario soon found himself in the middle of what was a very embarassing situation. Not only had the girls put rollers in his mane and tail, but they had also tied ribbons on his hooves and the end of his tail, and they had put far too much make up all over his face. Mario was not happy at all as he sat next between Rarity and Twilight with a long face as they just laughed in the middle of their game of twenty questions.

"Is it bigger than a barn?" Applejack asked.

"Nope," Twilight laughed.

"It is smaller than a saddle?" Rarity guessed next.

"No!" Twilight laughed again, "Only three of your twenty questions left!"

"We're never gonna guess what you're thinkin' of," said Applejack with a sigh, "it could be anythin'."

"Oh I'm sure you criminal masterminds will figure it out," Mario said bluntly, feeling rather miserable.

"Well you do look absolutely stunning, darling," Rarity pointed out as Applejack and Twilight snickered.

"Thanks," said Mario in a deadpan tone, wondering how much longer he would have to endure this embarrassment.

"Are we getting warmer?" Rarity asked.

"Why? Is it too cold in here for you?" Twilight asked worried, "I can turn up the heat."

"She means are we gettin' any closer with our guesses?" Applejack asked.

"Duh," said Mario when Twilight glared at him.

"You know we've got a pink princess dress that we could put on you," Twilight warned as Mario's eyes shrunk as they girls gave him sly smirks again.

"Mario stop talking," he said quickly with a high-pitched squeak and the three giggled at his expense.

"Anyways, No," said Twilight, "And that technically counted as a question, so only two more left!" Applejack and Rarity just exchanged puzzled looks before looking at Twilight once more.

"Is it...a six-legged pony with a purple polka-dotted mane and shootin' stars coming out of his eyes?" Applejack guessed.

"Who flies through the air all over the world to hide magic, sparkly eggs?" Rarity added as both girls looked at Twilight with hopeful eyes.

"That's it!" said Twilight.

"It is?" Applejack and Rarity said at once.

"No," said Twilight simply," It's that." Twilight pointed behind them to show that she was thinking about her telescope before speaking again. "But it was just so nice to see you two finally getting along, I wanted you to be able to win together." Applejack and Rarity just looked at each other before they laughed.

"See?" Twilight continued, "We could have been having fun like this all along."

"If only somepony hadn't been so persnickety," Applejack pointed out with a smirk.

"Well, maybe she would have been if somepony else hadn't been so sloppy," Rarity retorted with her own smirk.

"Sorry for being such a pain in the patootie," Applejack said sincerely.

"Oh no," Rarity protested, "I'm sure I was much worse."

"That's kind of ya to say," said Applejack, "but I'm the one who's sorry."

"Oh, I'm much more sorry than you are," said Rarity.

"Ugh. Are not."

"Are too."

"Are not!"

"Are too!"

"Are not!"

"Are too!"

The two ponies glared before they broke out laughing. They no longer cared about who was right anymore. Mario chuckled to himself.

I guess ponies never grow out of these kinds of silly fights, Mario thought, I can't judge. Twilight and I have had our share of them over the years. His thought was interrupted when Twilight got in between them and gave them a hug.

"I declare my first slumber party a success!" said Twilight as Applejack and Rarity high-hoofed each other and cheered.

"Have fun, check," said Twilight as she marked it off her list.

"It was even better with our "hostage"," Rarity added as they all laughed. Mario groaned loudly until the three girls surrounded him in a group hug.

"Thank you Mario!" they cooed and laughed happily.

"You're...welcome..." he said in defeat, but a small smile appeared on his face. He was thinking that maybe losing his pride and dignity might have been worth seeing them happy...

Maybe not...he wanted to forget this night never happened.

Once the girls felt he had suffered him enough, they let him clean up his face, remove the ribbons and rollers, gave him a free s'more, and let him return home since the thunder had stopped outside. By morning, the rain had stopped completely and the three girls were still enjoying some fun party games with each other. At the moment, Rarity and Applejack were playing a team game where one was blindfolded and the other told them which way to go to get the goal. The main obstacle in the way was a fortress wall made out of several books. Rarity was in command while Applejack was blindfolded.

"Now take two steps to your left," said Rarity, "Uh, no, my left."

"Whu, which is it? Whoa!" Applejack then crashed into the book fortress, but just chuckled as she got back up, "that mess is your fault, not mine."

"Sorry," Rarity laughed. Twilight just watched them laugh together before continuing her letter.

"Dear Princess Celestia," Twilight wrote.

"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 just might be surprised to discover a way to be friends after all.

P.S. While I did learn this lesson on my own, I...did take Mario hostage during our slumber party when all he did was check up on me because he cared. Heh...despite that...I think you'll agree that I should share my lesson with him. So...you'll see both our names on this letter as usual.

Twilight chuckled sheepishly to herself, but figured she could rewrite that last part later when she got an idea.

"So, who's up for another slumber party tomorrow?" Twilight proposed. Applejack and Rarity just exchanged looks before throwing two pillows at Twilight's face.

"Ugh, how about a week a from Thursday?" Twilight suggested, "Oh, how about two weeks from Saturday? A month from now?"

Applejack and Rarity just smiled as the grey clouds broke apart to reveal the warm morning sun.

I had mentioned this before, but this is the first episode where Mario had a very little appearance in. Other episode will be like this too, but that's okay. It wouldn't be right for me to skip these episodes anyway.

If you missed Mario, he'll have more screen time in the next episode.

Peace Pony Fans!

Bridle Gossip

Pony's Log Number 109: It is one thing to judge a book by its critics, but it is another issue entirely when it gets blamed for things that go wrong...

One morning Twilight, Spike, and Mario were heading into town after a nice walk in the park.

"Wow, what a gorgeous day!" said Twilight happily and Mario nodded in agreement as they walked side by side.

"Rainbow Dash must have gotten up early for once and cleared all the clouds away," Spike pondered aloud as he looked into the sky.

"I bet all of Ponyville is going to be out enjoying the sunshine," Twilight replied. But when they looked about the town, they found all the streets completely empty. Some ponies were shutting their windows and a little filly was quickly whisked back into their house by a nearly parent.

"What? Where is everypony?" Twilight asked.

"Good question," said Mario, not sure what to think of the empty streets either.

"Is it some sort of pony holiday?" Spike asked as they walked about the town.

"Not that I know of," said Twilight.

"Pinkie had me memorize every one of them," Mario added, "including all the birthday's, but I'll check my notes anyway." He pulled out a marked up calendar book and filpped through the pages to today's date using his magic, "Hmm...other than the half birthday of somepony named Silver Spoon...nothing today."

"Half birthday?" Twilight asked.

"That's Pinkie Pie for you," Mario replied as he made his book disappear, "She'll find any reason to schedule a party."

"Umm," Spike asked sheepishly as they passed by a shop where the windows were dark, "Does my breath stink?" He gave out a loud belch.

"Not more than usual," Twilight remarked.

"Yeah, I didn't need to give Twilight one of my revival mushrooms today," Mario added. The two chuckled as Spike just gave them both a glare. Then he grew fearful as another thought entered his head while they walked behind a water fountain.

"Is it...zombies?" Spike asked fearfully

"Uh...not very likely," said Twilight.

"Not likely...but possible?" Spike wondered.

"Psst!" The three froze when they heard the sound and look around just outside of Sugarcube corner. That was when a pink hoof appeared out of the upper opened door and gestured for them to follow it.

"Twilight! Spike! Mario!" said a voice. The three turned to see Pinkie whispering to them, "Come here! Come! Here! Hurry! Before she gets you!" While they didn't know what the deal was about, they quickly jumped over the lower half of the door and got inside. Things seemed rather quiet until a bright light flashed in their faces, making Mario and Twilight groan.

"Who?! The zombie pony?" Spike called out.

"Z-zombie pony?!" Pinkie answered since she was the one flashing the light at them.

"Spike! There are no zombie ponies," said Twilight.

"Pinkie, what are you doing here alone in the dark?" Mario asked.

"I'm not alone in the dark," Pinkie replied. Instantly, the dark room lightened up a bit and Mario and Twilight gasped as they found themselves surrounded by their friends and Apple Bloom. Mario had spoken to the young filly a few times, but he never gotten the time to get to know her just yet.

"Okay then, what are you all doing here in the dark?" Twilight asked.

"Is there some sort of danger in town or something?" Mario asked.

"We're hidin' from her!" Applejack pointed out as the gestured a hoof at the window. There before them was a cloaked figure walking outside. They came to a stop in the middle of the road and began to dig some sort of hole into the ground. Twilight and Mario went to take a look, but were then bombarded by the rest of the girls from behind. Poor Mario was pushed so hard that his face smashed into the window. He glared discreetly before pulling his face off the glass and took a look. The cloaked figure turned and gave them a very mysterious glare. The ponies all gasped.

(theme song)

Mario and Twilight were taken aback a little by the stranger as Apple Bloom rushed over to them.

"Did you see her Twilight and Mario?" the young filly asked with a country accent like her sister's, "Did you see...Zecora?"

"Apple Bloom! I told you never to say that name," Applejack scolded.

"Why? Is it a new taboo word or something?" Mario asked, not liking to see the young filly being scolded for what he deemed an innocent question.

"Well, Mario and I saw her glance this way..." Twilight replied, answering Apple Bloom's question.

"Glance evilly this way," Pinkie retorted.

"...And then a bunch of you flip out for no good reason," Twilight concluded.

"True," Mario added, "I mean...other than her cloak. I'm not seeing any reason to duck and cover."

"No good reason?" Applejack retorted as she pulled Apple Bloom close to her, "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 shook poor Apple Bloom about to make her point, leaving the little filly very dizzy.

"D-d-did n-n-not!" Apple Bloom protested, feeling all shook up.

"So I swept her up and brought her here," Applejack continued, tossing the filly into her back.

"I walked here myself!" Apple Bloom remarked.

"For safe keepin'," Applejack finished, ignoring Apple Bloom's comments the entire time.

"Applejack, I'm not a baby!" Apple Bloom replied as she climbed off of her big sister, "I can take care of myself!"

"Not from that creepy Zecora," Applejack shot back sternly. Mario was just shaking his head.

"Overprotective much?" he remarked. He felt sorry for Apple Bloom.

"She's mysterious," said Fluttershy, talking about Zecora.

"Sinister," Rainbow Dash added.

"And spooooky!" Pinkie said, adding an ominous tone to her voice. Mario and Twilight just groaned when they saw Zecora removed her cloak to reveal her face. The rest of the ponies gasped loudly.

"Will you cut that out?" said Twilight.

"What's the big deal if we see her face?" Mario added.

"Just look at those stripes! So garish!" Rarity called out.

"She's a zebra," Mario and Twilight said together firmly..

"A what?!" The rest of the ponies asked in surprise.

"A zebra," Twilight explained, "and her stripes aren't a fashion choice, Rarity, they're what she was born with." Rarity just groaned wearily and fainted.

"Born where?" Applejack asked, "I've never seen a pony like that in these parts, 'cept her."

"Well, she's probably not from here," Twilight answered, "and she's not a pony. Zebras come from a faraway land. But I've never seen her in Ponyville. Where does she live?"

"That's just it, she lives in...the Everfree Forest!" said Applejack ominously.

THUNDER CLASH!

Everyone jumped. Apparently, Spike had climbed off of Twilight's back and sneaked into the Sugarcube Kitchen to help himself. He had knocked down a metal tray to the floor when he grabbed some snacks.

"Spike!" Mario and Twilight scolded.

"Uh, sorry," Spike called out from the kitchen.

"The Everfree Forest just ain't natural," Applejack explained, "The plants grow..."

"Animals care for themselves..." Fluttershy added.

"And the cloud move..." Rainbow added.

"All on their own!" Applejack, Fluttershy, and Rainbow said together slowly. Rarity fainted once more.

"And that wicked enchantress Zecora lives there doing her evil...stuff!" Pinkie added, "She's so evil I even wrote a song about her!"

"Oh please no!" Mario protested loudly.

"Here we go..." said Rainbow apathetically. Apparently, there was no stopping Pinkie from singing it.

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 stood on a table on her hind legs with her fore-hooves high into the air, her chest rising and falling as she panted heavily before them.

"Wow. Catchy," said Mario and Twilight, not feeling that unimpressed.

"It's a work in progress," Pinkie replied, not noticing the sarcasm in their voices.

"This is all just a lot of gossip and rumors," said Twilight, "Now tell me, what exactly have you actually seen Zecora do?"

"Well..." Rainbow pondered, "Once a month, she comes into Ponyville."

"Oooooh," Twilight replied in a dramatic, but sarcastic tone.

"So eeeevil!" Mario added in the same tone.

"Then, she lurks by the stores," Rarity continued.

"Oh my," Twilight replied, keeping her tone.

"That fiend!" Mario added.

"And then, she digs at the ground," finished Fluttershy.

"Good gracious!" said Twilight.

"Oh what a world!" Mario added, pretending to mimic Steven Magnet, before they gave the others an indignant look. Apple Bloom was also standing between Twilight and Mario with the same face.

"Okay, I'm sorry. But how is any of this bad?" Twilight asked, now talking normally, "Maybe she comes to town to visit?"

"Yeah!" Apple Bloom replied in agreement, "Maybe she's just tryin' to be neighborly."

"Or make some new friends," Mario added.

"And maybe she's not lurking by the stores, maybe she's going to them, lurk free, to do some shopping?" Twilight suggested.

"Yeah!" Apple Bloom agreed, "Everypony likes to shop. You know what I think?"

"Apple Bloom! Hush and let the big ponies talk," Applejack scolded. Apple Bloom took offense.

"I am a big pony!" Apple Bloom muttered bitterly, under her breath.

"Aside from Twilight, you're the only one," Mario whispered to her, helping the filly feel a little better that at least one pony was on her side. The other ponies seemed to be unconvinced to Twilight's logic and continued to argue.

"W-what about digging at the ground?" Rainbow pointed out, "You've got to admit that's weird."

"You poke the sprinkles on your cupcake, Rainbow," Mario retorted, "that's weird and yet none of us think you're evil!"

"What if she's digging for innocent creatures?" Fluttershy proposed and Pinkie started singing her song in the background. Mario looked rather annoyed.

"Anybody got a pillow?" he asked rhetorically.

"To block out the nonsense?" Apple Bloom proposed.

"No, to stuff into Pinkie's mouth, that song is driving me crazy!" Mario answered and only got an eye roll from Apple Bloom.

"I'm sure there is an explanation for everything Zecora does," Twilight answered to Rainbow and Fluttershy's accusations, "And if anypony here were actually brave enough to approach her, she would find out the truth." Apple Bloom was near the door when she heard that.

"Well, I'm brave enough," Apple Bloom retorted, "I'm gonna find out myself." Apple Bloom turned to leave when she felt someone tapped her back.

"I know what you're gonna do," said Mario sternly when Apple Bloom groaned. Mario then smiled.

"Count me in," Mario replied, lighting the filly's spirits, "These ponies need proof and together we can get it. Now come on before they see us." With that the two ponies left the shop, they had barely made it towards an abandoned cart when Zecora turned in their direction. Apple Bloom gasped as they hid behind the cart as quietly as they could. Apple Bloom wait until she heard the footsteps recede before peeking out.

"In order to follow her, we need to be as stealthy as possible," Mario whispered to her, "and light in our feet. How about you track her and I'll get us from one spot the next?"

"Think you can move fast enough?" Apple Bloom asked.

"Think you can handle the speed?"

"Yeah...?"

"Then climb on and don't let go," said Mario as he placed her on his back and they zipped from house to house made as they followed the Zebra out of town. Back at Sugarcube corner, the other ponies were still arguing.

"You ponies are being ridiculous!" Twilight snapped.

"Well, I heard that Zecora eats hay," Pinkie said sternly.

"Pinkie, I eat hay, you eat hay!" Twilight retorted indignantly. Pinkie just glared.

"Yeah, but I heard it's the evil way she eats hay," Pinkie retorted back, unwilling to admit she was wrong.

"Hey! Where's Apple Bloom?" Applejack asked.

"The door's open," Fluttershy pointed out.

"She went outside!" Rarity exclaimed.

"And Zecora's still out there," said Rainbow.

"That silly lil' filly," Applejack sighed, "I told her to say put! W-wait just a dog-gone second! Where's Mario?"

"You don't think..." Pinkie wondered before Applejack snorted through her nostrils.

"Wait til I git my hooves on him!" said Applejack angrily before they made their way out of the shop to go find the two ponies.

"Spike, you stay here in case Apple Bloom comes back," Twilight instructed.

"Will do!" said Spike before Twilight went to catch up with the group.

It was a few minutes later that Zecora made her way into the Everfree forest. Mario and Apple Bloom had managed to successfully tail her from behind. They looked about as they saw the entrance into the forest. Apple Bloom felt very nervous.

"Don't worry, you'll be okay," said Mario to give the young filly some peace of mind, "I'll protect you." Apple Bloom looked down the path and stood tall as she and Mario bravely entered the forest. Despite Mario being next to her, Apple Bloom gulped nervously as they tailed Zecora a few yards away. They had come to stop after Mario had helped them get over a certain patch of blue flowers when they heard a familiar voice.

"Apple Bloom? Mario?" said the voice. Apple Bloom gasped as she and Mario froze.

"Oh, I'm so busted," said Mario before turning around to see Applejack and the rest of the ponies right behind them, standing in the middle of the blue flowers.

"You two get back here right now!" Applejack ordered.

"We're fine," Mario retorted, "I was looking out for her!" That was when Zecora turned around.

"Beware! Beware, you pony folk!" she warned, "Those leaves of blue are not a joke!" The others minus Twilight just looked indignant.

"Y-you keep your creepy mumbo-jumbo to yourself, ya hear?" Applejack shouted as she scooped up Apple Bloom into her back. The others, minus Twilight, Mario, and Apple Bloom, began to speak over each other to tell Zecora off.

"Oh brother," Twilight remarked with a sigh.

"Beware! Beware!" Zecora chanted before disappearing.

"Yeah, back at ya, Zecora!" said Rainbow as she flew next to Applejack, Apple Bloom, and Mario, "You and your lame curse are the ones who better beware." Apple Bloom and Mario glared.

"And you!" Applejack snapped at her little sister, "Why couldn't you just listen to yer big sister?"

"I...I..." Apple Bloom stuttered losing her courage as Applejack stared her down.

"Because you're being overprotective, unreasonable, and you don't listen to a word she..." Mario began to answer.

"As fer you!" Applejack snapped, cutting him off, "just who do ya think you are puttin' my little sister in danger like that? Who knows what kind of nasty curse Zecora could have put on the both of you?"

"Just like in my song!" Pinkie pointed out and began to sing again. Mario rolled his eyes.

"You guys, there's no such thing as curses!" Twilight pointed.

"Besides Applejack, do you really think I would have brought Apple Bloom out here if there really was any danger?" Mario retorted in his defense, "Maybe we just wanted to get to the bottom of all this nonsense!" Applejack said nothing as she made her way through the blue flowers. Rainbow flew just above the flowers towards Twilight, but made eye contact with Mario as well, who was still standing outside the flower patch.

"Well, that's interesting to hear coming from Mister and Miss Magic Pants themselves!" Rainbow remarked, pointing at Twilight's unicorn horn.

"Our magic, real magic, comes from within," Twilight explains, "It's a skill you're born with. Curses are artificial 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." As Twilight spoke, Pinkie, Rarity, and Fluttershy just looked blankly at her. Rainbow flew behind the three ponies and started mock talking Twilight's words. In the end, they didn't even let Twilight finish before they all walked away.

"Just you wait, Twilight and Mario," Applejack warned, "You're gonna learn that some pony tales are true."

"Hey, I'm all for believing in the impossible and the unexplained," Mario replied, "but I'm not sensing any threat here. I think you're wrong!"

"Just stay away from my sister or else!" Applejack shouted before she left with the rest of the ponies. Mario just shook his head.

"Tsk, tsk, tsk, tsk, tsk, pitiful," Mario remarked once they were out of hearing range, "It's like they say: Fear of something you don't understand can cloud rational judgment and common sense."

"You can say that again," said Twilight, "Let's just get back the Library."

"Sure," said Mario as he made a large leap over the blue flowers. His jump was a tad short and he started kicking all fours of his legs. The momentum allowed him to hover for a few seconds to clear the flower patch and land safely on the other side.

"What kind of jump was that?" Twilight asked curiously.

"Flutter jumping," Mario replied, "A new technique I've been working on, could be useful."

"Okay, but why would you use that now?" Twilight asked as she exited the flower patch.

"Those flowers make me really nervous for some reason," said Mario. Twilight rolled her eyes.

"Now whose being irrational?" Twilight asked.

"Very funny," Mario remarked as they made their way back to the Library.

Later that night, Twilight was trying to sleep in her bed, but everything that had been going on made sleeping for the poor unicorn rather difficult. In her dreams, the words she had heard from both Zecora and her friends haunted her mind.

"She's an evil enchantress, she does evil dances!" Pinkie chanted.

"Beware! Beware!" said Zecora.

"If you look deep into her eyes, she will put you in trances!" Pinkie continued.

"Yeah, was that supposed to scare us?!" said Rainbow.

"Wicked, wicked zebra!" said Rarity.

"...it's a curse!" Fluttershy remarked fearfully.

"Then what will she do?" Pinkie asked.

"Just you wait, Twilight and Mario," Applejack's words repeated once again," some pony tales really are true."

"Then she'll gobble you up in a big tasty stew! So...watch out!" said Pinkie (Geez so much Pinkie...this really is a nightmare.)

Zecora continued to laugh menacingly.

Twilight tossed and turned all through the night. Then morning finally arrived and the rooster crowed. Twilight felt exhausted and even her mane was messy.

"Ugh...what a dream..." Twilight said sleepily as she got out of her bed, "Curses, schmurses." She then noticed her messy mane as she looked into her vanity mirror.

"Whoa! Maybe Zecora cursed my hair," Twilight chuckled and laughed nervously as she brushed her mane back into place. Then she gasped in shock. Her unicorn horn was now limp and covered in blue polka dots.

"Or she cursed my horn!" Twilight squeaked fearfully. She spent the rest of the morning trying to find a reason for the sudden change to her horn as well as the remedy. Mario was there as well to help her as books went flying off the shelves.

"No-no-no-no-no!" Twilight panicked, "None of these books have a cure! Ugh! There has to be a real reason for this! An illness? An allergy?!"

"A curse!" Spike called out.

"I said a real reason," Twilight retorted, "Something that points to something real."

"How about this one?" said Spike as he held out the book for Twilight to read the cover.

"Supernaturals?" Twilight real aloud, "Spike, the word supernatural refers to things like ghosts and spirits and zombies, which are make-believe curses. This book is just a bunch of hooey!" Mario looked indignant.

"What ever happened to not judging a book by its cover?" Mario asked her. Twilight just glared.

"I'm not in the mood right now, Mario," Twilight replied, "There has to be a logical explanation!"

"But what if you're wrong, Twilight?" said Spike, "What if this really is a-"

"Ah pfurse!" said a voice with a very strong lisp on their tone behind them.

"A purse?" said Spike in confusion, "How could it be a purse?" There before them was Pinkie, her tongue swollen and covered in blue polka dots.

"Pinkie? What happened?" Twilight asked worried.

"Pee pah Zthecora!" Pinkie answered, spitting as she spoke, "Sthe put a cursthe on me!" Mario used a front magic shield to block the spit, but poor Spike got drenched.

"Hey, say it, don't spray it, Pinkie!" Spike retorted. Then they heard the sound of someone thumping outside Twilight's window. It was Rainbow.

THUD

"Ow...Oh! She's..."

THUD

"...trying to say-ow..."

THUD

"...Zecora..."

THUD

"Oh!" Rainbow stumbled before breaking her way through the door and crashing into a pile of books on the ground.

"She slapped us all with a-ow-curse!" Rainbow finished as she got herself stuck in Twilight's ladder.

"Isn't this how you fly normally?" Mario asked innocently, getting death glares from both ponies. Mario just smiled apologetically and looked away.

"I'm afraid I have to agree," said Rarity as she came inside and blew some of her now shaggy and draped mane and fur hairs out of her face. Spike, Twilight, and Mario yelped in surprise.

"I hate to say I told ya so, Twilight and Mario," said a voice that sounded like someone who inhaled a little too much helium. If only that was the case since the voice belonged to Applejack, who was now no bigger than an standard sized apple. She had to ride Apple Bloom's back in order to even get the the library in one piece. The three gasped once again.

"It's a curse, I tells ya!" Applejack shouted.

"But Fluttershy...seems just fine!" said Twilight as she gestured a fore-hoof towards the yellow Pegasus. Who just sat quietly to herself.

"Yes, there doesn't seem to be a thing wrong with her," Rarity added, but Fluttershy looked insecure, even more than usual.

"Fluttershy? Are you okay?" Twilight asked, but Fluttershy just looked away.

"Is there something wrong with you?" Twilight asked again, and Fluttershy nodded.

"Would you care to tell us?" Fluttershy said nothing or made any gesture.

"So...you're not going to tell us?" Fluttershy nodded again.

"Twilight, what if...whatever caused this...made her lose her voice?" Mario suggested. Fluttershy shook her head again.

"So...you didn't lose your voice?" Mario asked and Fluttershy shook her head again.

"Then...can you tell us what happened?" Fluttershy nodded once more.

"Yes, you're not, or yes you will?" Twilight asked, feeling like she wasn't getting anywhere with Fluttershy.

"Good gravy, girl!" Applejack snapped, "What's wrong with you?"

"I don't want to talk about it," said Fluttershy in a deep male voice as she looked away.

"GAH!" Mario screamed, taken aback by the sudden change in Fluttershy's voice and jumped into Spike's arms. The little dragon wobbled a bit before letting Mario hit the floor on his back.

"UGH!" Despite his annoyance over Mario, Spike snorted and burst out laughing.

"This is hilarious," Spike laughed, "Look at all of you! We got: Hairity, Rainbow Crash, Spitty Pie, Apple Teeny, Flutterguy..." Each person was pointed out, Spike earned an unnoticed annoyed or irritated glare, "...and...uh..." He looked at Twilight's limp horn and sighed, "...I got nothin'...Twilight Sparkle. I mean seriously, I can't even work with that."

"Polka-light Sparkle?" Mario proposed. Spike just looked at him blankly and Twilight was more annoyed.

"That's just sad," Spike remarked.

"It was the best I could do!" Mario protested. Twilight just laughed at them both sarcastically.

"This is no joke you two," Twilight protested, "Now start looking through more books so I can find a cure!" Spike just groaned as he walked away. Mario did the same.

"I think we'll find a cure to this curse at Zecora's place," said Rainbow as she stood on the ladder to pull her head out.

"It's not a curse!" Twilight snapped.

"I agree with Dash!" said Applejack, now standing on the table, "We'll go to Zecora's and force her to remove his hex!"

"It's not a hex either!" Twilight yelled and soon everyone minus Spike, Apple Bloom, and Mario were arguing about what to do. Mario just stood next to Apple Bloom.

"This is just sad," said Mario, "The solution is probably in front of their faces and they're missing it." Apple Bloom just looked rather sad.

"This is all my fault," said Apple Bloom sadly, "If I hadn't followed Zecora in the first place, none of this would have happened."

"No Apple Bloom. It's my fault," said Mario, "I'm the one that let you go after her, but I still don't think Zecora is to blame. Something in the Everfree forest caused this and I think I might know what. Maybe they're right..."

"About the curse?" Apple Bloom asked.

"No," said Mario, " About Zecora having the cure!"

"We've just gotta fix this," said Apple Bloom with determination.

"Then let's go!" Mario answered.

"But what about..."

"I'll deal with Applejack myself," said Mario, "Don't worry about her. Just know this is the right thing to do." Apple Bloom then nodded as Mario collected his saddle bag and the two headed out of the library. However, their attempt to leave was not unnoticed.

"Now where do those two think their goin' this time?" Applejack said quietly as she quickly dashed across the table and jumped into Apple Bloom's red tail. Neither the young filly or Mario saw her as they left the Library and headed towards the Everfree forest. The rest of the group was still arguing.

"I don't care what you say, Twilight," said Rainbow, having trouble keeping herself airborne in a stationary position, "It's time to pony up and take this fight to Zecora. Come on girls. Are you with me?"

"Ah am-pft!" said Pinkie.

"And I as well," said Rarity.

"Uh, I don't know," Fluttershy replied wearily, "Seems awfully dangerous." Spike giggled to himself, not able to keep a straight face due to Fluttershy's "new voice".

"How about you Applejack? Applejack?" They then noticed that Applejack wasn't there.

"Pf-she's gone-pft!" Pinkie exclaimed.

"Aah! Or somepony stepped on her!" Rarity said fearfully as they all checked their hooves.

"...or sat on her?" Twilight added fearfully as they checked their back ends.

"Rarity's hair!" Rainbow proposed as Pinkie began to search about, much to Rarity's discomfort.

"Oh! OH! Pinkie, what are you doing?" Rarity exclaimed, "Ah, really. Aah! You ever hear of personal space?" Pinkie finished her search and came up empty handed.

"Nopthe," Pinkie answered. Then Twilight noticed something else.

"Apple Bloom is gone too!" said Twilight and added with irritation, "and so is Mario..."

"I bet they went after Zecora," said Rainbow.

"Well we better go find them. Come on girls," said Twilight. The girls soon tried to leave, but there were difficulties.

"Oh dear," said Rarity as she grunted over the hair over her face, "Oh, this is so unseemly. Auuaah!" Apparently Pinkie was standing on one of her hair strands preventing Rarity from moving. Pinkie stepped off so Rarity could move again.

"Hey, a little help here?" said Rainbow, who was hovering upside down and couldn't flip over.

"Oopsie! Sorry!" said Fluttershy as she and Pinkie got her back upright...only for Rainbow to zoom ahead and crash into another wall.

"OW!"

Fluttershy was about to follow the group when she saw Spike reading a book. The same book Twilight had brush off earlier.

"Uh...Spike? Are you coming?" Fluttershy asked. Spike's eyes widened as he chuckled nervously.

"Uh...gotta stay here and look for a cure," he answered as he read the book when an idea hit him, "Twilight Flopple!" But no one was there to hear it.

Meanwhile, Mario and Apple Bloom were now entering the darker areas of the Everfree forest in search of Zecora. They had stopped to look about when they heard a squeaky but authoritative voice.

"Stop right there!" While they both froze, they still looked about but couldn't see anypony. That was until Applejack popped out of Apple Bloom's mane.

"Turn around right now, the both of you!" Applejack ordered. Mario was ready to retort when he gave Apple Bloom a sly smile and wink.

"Did I hear something...a squeak maybe?" Mario asked. Apple Bloom bit her lip to avoid laughing.

"Mario, I thought I told you to stay away from my sister!" Applejack protested.

"Let's get this message loud and clear," said Mario, "I don't care how strong you are Applejack, but nopony bosses me around. Just because you're older than Apple Bloom doesn't mean you can act like what she says don't matter!"

"Mmm-hmm," Apple Bloom hummed in agreement.

"I said both of you turn around at once," said Applejack angrily. Mario snorted but just smiled.

"It seems she still doesn't wanna listen to us," said Mario casually to Apple Bloom, "should we turn around Apple Bloom?" Applejack was agape and now furious.

"That wasn't a suggestion! Now turn around right now, missy!" Applejack ordered again. Apple Bloom just smiled.

"No" Apple Bloom replied simply, direct and to the point.

"No?!" Applejack spluttered, "You can't ignore a direct order from your big sister! Mario is clearly having a bad influence on you!"

"Hehehe," Apple Bloom giggle as she titled her head to Applejack was sent airborne. The young filly caught her older sister in her mouth and set her on a nearby tree branch that had no means of escape.

"Sorry, Applejack, Mario is right. You're acting like a little sister right now," Apple Bloom replied, "I'm the big sister now!"

"We'll come back for you once your time out is over," Mario added, "maybe you'll learn some sense. Bye-bye." With that, Mario and Apple Bloom walked away, leaving Applejack behind.

"Apple Bloom, Mario, you come back here right this instant!" Applejack shouted before adding angrily, "I'm gonna tell Big Macintosh on you!" Applejack didn't need long to realize just how petty that last remark was...or the fact she was now alone and ignored.

"Aw horse feathers," Applejack muttered.

Meanwhile the rest of the girls were now charging into the Everfree forest.

"C'mon girls," said Twilight as she led the charge, "We've got to get to Zecora's. Hurry!" It was then Rarity tripped on one of her hair strands and tumbled into some mud and loose leaves.

"Ooh...Ahaha," She groaned before getting back to her feet, "Easier said than done."

"Hey, wait for me!" Rainbow called out. She was still trying to fly properly but all she could was scream and yell "ow" as she bashed, smashed, and crashed about the trees until she was left dazed on top of some bushes. Rainbow then felt something shuffle inside her mouth until...Applejack popped out. Apparently Rainbow had crashed into the branch Mario and Apple Bloom had left her on.

"Rainbow! Thank Celestia!" said Applejack, "There's no time to lose! I need to get to Zecora pronto!" Applejack then grabbed a collection of twigs and vines to make a horse tack, clipped into Rainbow's mouth and sat down on the girl's stomach.

"Giddy-up pony!" Applejack commended.

"Ex-CUSE me?" Rainbow asked indignantly.

"YEEE-HAW!" Applejack cried out as she kicked Rainbow's stomach sending her into the air and putting her body at Applejack's command.

"What the..." Then they took off...in the opposite direction.

"No, Rainbow Dash. Other way!" Applejack cried, but even her commanding nature couldn't control a Pegasus with a distorted navigational system. The rest of the ponies had finally made their way towards the location of Zecora's hut. She apparently lived in a modest little tree house in the heart of the forest. Twilight, Pinkie, Fluttershy, and Rarity were just outside.

"Oh. I look horrible!" Rarity complained.

"Plis place plooks horrible!" Pinkie replied as she lifted a hair strand for Rarity to see.

"Oh my. That place really does look horrible," said Rarity, "Nice decorations, if you like creepy." The ponies than looked inside and saw Zecora working around a cauldron that was filled with some sort of green substance. The ponies gasped as Zecora began to speak into it using her native language.

"Sthe sthole my sthong! Shthe shtole mm mm!" Pinkie complained.

"She stole your song?" Rarity asked, surprised she had understood the pink pony.

"Oh Pinkie," said Twilight, "Doesn't sound anything like your song." Pinkie glared and then noticed Fluttershy nearby.

"Ah. Hmm...Pbth!" Pinkie whimpered and gave her a puppy dog plead. Fluttershy just sighed. She began to sing the song for Pinkie as the pink pony did the gestures. With her altered voice, Fluttershy sounded like a toy who was speaking on the final juices of its battery.

She's an evil enchantress
And she does evil dances
And if you look deep in her eyes
She will put you in trances
Then what would she do?
She'll mix up an evil brew
Then she'll gobble you up
In a big tasty stew
Soooo...Watch out.

It wasn't much longer before Twilight began to feel more and more uneasy.

"You saw those terrible things," Rarity pointed out, "Now do you believe us, Twilight?"

"Scary looking masks, confusing incantations, and a great, big bubbly cauldron," said Twilight as she looked at all the items she spoke about with a sigh, "Everything is pointing to Zecora being...bad. Or...what if Zecora is just making soup?" Then they heard the zebra saying something inside as she took a sip of what was inside her cauldron.

"Mmm! The perfect temperature for ponies, I presume. Now where is little Apple Bloom?" Zecora asked out of the blue.

"Or...what if she's making Apple Bloom soup?" Twilight wondered.

"What if she's making Apple Bloom soup?" Twilight repeated again since the other ponies were too shocked to answer.

"Wait...what about..." Twilight then saw a lonely saddle bag near the back wall. It had Mario's cutie mark on it.

"What a tasty treat of sort, was that strong young colt," Zecora remarked. The zebra had just implied she had already eaten Mario.

"WAAAAAAAAAAAAAAAAAAAAAAAAAAHHH!" the other ponies screamed. That was when Rainbow arrived with Applejack in control of her...sort of.

"I'm comin' for ya, Apple Bloom!" The mini orange pony cried out as Rainbow bashed through Zecora's door.

"Aaah!" Rainbow screamed as she swirled and crashed about inside of Zecora's hut. Zecora spoke at the Pegasus in her native language.

"Whoa there, easy, Rainbow Crash," Applejack retorted, trying to gain control of Rainbow, but to no avail.

"Oh," said Zecora, but the rest was in her native language. Rainbow just screamed as she zipped and crashed about, smashing some hanging objects as Zecora kept speaking in her native language.

"What have you done with Apple Bloom?" Twilight demanded as the rest of the girls stood outside her door.

"No! No!" Zecora cried out as she continued to speak in her native language, ignoring Twilight's demands and trying to get the wild Pegasus to stable herself. Applejack just grunted from all the crashing and Rainbow screamed once more. Applejack lassoed one of Zecora's ears and tried to hoof wrestle her, which was of little effect as Zecora just looked at her with confusion. Then Zecora noticed the four ponies standing nearby.

"Ponies! What is this you..." Before Zecora could demand an explanation. Rainbow Dash screamed once more, knocking over the cauldron and making a crash landing.

"No, you know not what you do!" said Zecora, "You've gone and spilled my precious brew."

"We're onto you Zecora," Twilight said firmly, "I didn't want to believe that you cursed us, but the evidence is overwhelming!"

"You made me look ridiculous!" Rarity accused.

"You made me sound ridiculous!" Fluttershy said in her deep voice.

"You made me speak ridiculous!" Pinkie added in an incoherent tone.

"You ruined my horn!" said Twilight.

"How dare you!" Zecora said angrily, "You destroy my home, destroy my work. Then rudely accuse me of being a jerk?"

"You put this curse on us, now you're gonna uncurse us," Rainbow demanded.

"It is unwise to venture down this road," Zecora replied, trying to stay calm, but was still stern, "Your actions will make my anger explode."

"Where is Apple Bloom? And where's Mario?" Twilight demanded angrily as she and Zecora literally budded heads. They probably would have engaged in a fight until two familiar ponies appeared outside the front door.

"Zecora, I think we found all the things ya asked for," said Apple Bloom when they saw everyone and the mess, "What in Ponyville is goin' on here?"

"Looks like the Flying Accident was here," Mario muttered as Apple Bloom stifled a giggle. Applejack gasped.

"Apple Bloom! You're okay!" she exclaimed.

"Why wouldn't I be?" Apple Bloom asked curiously, "Mario's been protecting me the whole time."

"You're alive!" Twilight exclaimed. Then Pinkie slammed into Mario.

"Pthy Ptheet Pthaathoo!" Pinkie exclaimed as she held him tightly. Mario tilted away from her spit.

"I am not your sweet babboo! Get off me!" Mario retorted then turned to Twilight as he tried to pry Pinkie off, "Now why would you think we wouldn't be okay? Or alive for that matter?"

"Because Zecora is an evil enchantress who cursed us and was gonna cook up Apple Bloom into soup!" Twilight exclaimed. Apple Bloom, Mario (who finally got Pinkie off of him), and Zecora stared and then laughed loudly.

"Oh Twilight," Apple Bloom chuckled, "Did those silly fillies finally get in yer head?"

"You know there's no such thing as a curse," Mario added.

"Apple Bloom, sweetie, Mario...uh...Mario," Twilight said, nervousness and tension in her tone, "You can't just stand there and tell me this isn't a curse." Twilight gestured towards the other ponies.

"This isn't a curse," said Apple Bloom as she walked over to Zecora.

"No curse at all," Mario added as a matter of fact as he stood on the other side of the zebra.

"If you remember back, the words I spoke were quite exact," said Zecora.

Flashback

Beware, Beware you pony folk. Those leaves of blue are not a joke.

End Flashback

"It was a warnin'," said Apple Bloom, "About that blue plant. It's called poison joke."

"I thought I recognized it from my studies in unusual plants a few years ago," Mario added, "that was why I said the plant made me uneasy and why I was jumping over them instead of going through. Of course I wasn't taken seriously when I told you about it." Twilight just looked a bit blank, still trying to process what was going on.

"That plant is much like a poison oak," said Zecora, "but its results are like a joke."

"What in the hay does that mean?" Applejack asked, not understanding anything that was going on as she hung into Zecora's ear.

"It means this plant does not breed wrath," Zecora answered, "Instead this plant just wants a laugh." Applejack just glared.

"Will somepony please talk normal?" Applejack asked irritably.

"I think what she's saying is that when we ran in to save Apple Bloom and Mario, we ran into the poison joke," Twilight explained, "All our problems are just little jokes it played on us."

"Little jokes?! Very funny," Applejack retorted, having enough "small" humor for one day.

"Okay, fine," said Rainbow, "But what about the cauldron?"

"And the chanting?" Fluttershy asked.

"And the creepy decor?" Rarity added.

"Treasures of the native land where I am from," Zecora answered as she pointed to two masked nearby, "This one say's "hello", and this "welcome"."

"Not welcoming at all, if you ask me," Rarity remarked.

"The words I chanted were from olden times," Zecora continued, "Something you call a nursery rhyme."

"But the cauldron...The Apple Bloom soup?" Twilight asked frantically, "Mario being tasty?"

"I meant not tasty to eat, but the fact fillies find Mario attractive is quite a feat," Zecora answered. Mario blushed bashfully until he saw Pinkie batting her eyes at him, making him roll his eyes. The other girls chuckled or snickered at him.

"Lookie here Twilight," Apple Bloom pointed out, "That pot of water wasn't for me, it was for all those herbal ingredients. The cure for poison joke is a simple old-natural remedy..." Apple Bloom picked up Applejack into her hoof, "...You just gotta take a bubble bath."

"Here is the book, you see?" Zecora added, showing Twilight the book, "Sad that you lack it in your library." Twilight then saw the cover and remembered brushing it off when Mario and Spike had proposed to look inside of it.

"Actually, I do have this book," Twilight admitted, feeling silly and ashamed, "but I didn't look inside it 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, even Mario said I should look at this book and I ignored his advice. If only I had bothered to look inside." Zecora chuckled.

"Maybe next time you will take a second look, and not judge the cover of the book," Zecora replied, her words having a double meaning.

"Hahaha," Apple Bloom and Mario laughed before sharing a hoof bump in agreement.

"Zecora? Would you be kind enough to mix up another batch of your herbal bath?" Twilight asked humbly.

"Mix it up I certainly will," Zecora answered, "Yet I am missing an herb from Ponyville."

"But whenever Zecora comes to town, all the shops are mysteriously closed," Apple Bloom added.

"Probably due to the reasons you're all here in the first place," Mario added.

"Oh well...I think we can help you with that," said Twilight.

"Before we do," said Applejack and then in an overly sweet tone, "Oh Mario!"

"What?...ACK!" Mario was taken by surprised when a flower hit his face and splattered its pollen all over it. He looked and noticed that...Applejack had thrown a poison joke flower at his face and it was still on his nose.

"OH...NO!" he groaned with dread, "AJ what have you-"

SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSS

Unlike the other ponies who had gotten infected, the effect of the poison joke took effect immediately and Mario's entire body inflated so he literally looked like a pony sized balloon. Applejack laughed.

"I pick that up while I was riding Rainbow Dash, "she chortled, "Serve ya right for defyin' me n leavin' me in that branch!" Soon the others were laughing as well, even Zecora. Mario just looked indignant as he floated just a few feet in the air, but was somewhat grateful he didn't just float up, up, and away.

"I was only defending Apple Bloom!" Mario protested over the laughter. He looked towards the little filly, who was on her back laughing. Mario just groaned to himself with a long frown on his face.

It wasn't much longer before they all headed back into town. Since Mario couldn't move on his own, Applejack used her lasso to tie a rope to his tail so he could be pulled along. Mario was grateful that Apple Bloom held the rope despite Pinkie's protests that she wanted to instead. As they approached some ponies in the town, they gasped in horror.

"Look Rose!" said Daisy as she saw the other ponies, "How awful!"

"The wicked enchantress has cursed them all," Rose exclaimed.

"The horror, the horror!" Lilly Valley added. Then the ponies began to scream in panic as they ran back inside of their houses. Twilight headed towards the house where one of the ponies lived and lightly knocked on the door. The pony peeked out from the side of her door fearfully.

"Daisy, we need to talk," said Twilight. It wasn't much longer before things were cleared and Zecora was given the herbs she needed to complete the remedy. The ponies were now at the Ponyville spa where a large tub was constructed so all the infected girls could take a bath. Rarity and Fluttershy were already reclining in the water as Twilight dived under to cleanse her infected horn. That was when Pinkie cannon balled into the water, crashing into all three, but curing her swollen tongue in the process as they all laughed. Rainbow had already taken a dip and was helping Zecora and Apple Bloom deposit the remaining remedy to the bubble bath before Rainbow joined the other girls and relaxed.

"Dear Princess Celestia," Twilight wrote later that day,

"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 really 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.

Your faithful students,
Twilight Sparkle and Mario Star

"Miss Zecora, I would love to get the recipe for this bath," said one of the proprietors of the spa named Lotus Blossom, "It's simply luxurious." Zecora smiled when Apple Bloom realized something.

"Applejack! Hey, where's Applejack?!" she asked worriedly. The other ponies gasped and exclaimed frantically as they splashed about trying to find her.

"I'm right here, little sister," said Applejack. Her voice and size had returned to normal. Since she had taken her bath inside a bucket, her back end was now stuck inside of it, "I ain't tiny no more!" The others laughed.

"Oh! I have never felt so lovely in all my life!" Rarity exclaimed.

"Oh, my gosh!" Pinkie exclaimed as she surfaced from under the water, "I never realized how horrible it is not to be able to talk. I mean I love to talking so much, and when I couldn't talk anymore, my tongue was all "ehhhh"! It was the worst! Don't you agree Fluttershy?" Rainbow gritted her teeth and covered her ears as Pinkie babbled, but then they all turned to face Fluttershy who just smiled.

"...yes..." she replied softly, her sweet and lovable voice had returned. The ponies all laughed until they heard a loud knocking outside the room.

"HEY! HELLO!" Mario bellowed as he was stuck floating outside the door, "WHEN DO I GET MY BATH! COME ON GIRLS THIS ISN'T FUNNY!"

"Did you hear something?" Rainbow asked out of the blue.

"I didn't hear nothin'," Applejack replied with a smirk.

"All I did was defend Apple Bloom for crying out loud!" Mario shouted from behind the door, "I only wanted Applejack to listen to her more because she smart and is very capable of being useful if you give her the chance!" Applejack just sighed.

"Okay, okay, point taken, sugarcube!" Applejack replied, "I guess Mario's been punished enough. Zecora does a shower work just as well as a bubble bath?" Zecora nodded as Applejack grabbed a squirt bottle and filled it up with the bath water. Applejack left the room (once she got the bucket off her back end) and the other ponies listened from inside the room.

SQUIRT!

"(blub)(blub-blub) Applejack! (blub-blub) What in the name of Celestia are you..."

POP!

"WAH!"

CRASH!

Mario's landing shook the ground as the other ponies flinched. Applejack casually came back into the room with the now empty squirt bottle with a smile on her face.

"He's back to normal," she reported.

"Back to normal she says," said Mario woozily as he lay on his stomach in the hallway. He had to admit he learned something else that day.

He hated balloons. And...

when a pony like him tries to 1up a girl, especially Applejack...

You can't win.

Don't worry, Mario will recover by next episode.

Peace Pony Fans

Swarm of the Century

Pony's Log Number 110: It still amazes me how the cutest things in the world can lead to great feats of destruction and chaos...

One day, Fluttershy was out in the outskirts of the Everfree forest busily gathering flowers with some of her animal friends.

"La, la-la, la-la, la-la," she sang happily as she continued to fill the basket on her back with lots of beautiful flowers. Then a squirrel appeared before her to offer a flower to the collection. Fluttershy noticed that the squirrel had picked out a dandelion.

"Thank you little squirrel, but remember these flowers are for Princess Celestia," Fluttershy replied, "Only the prettiest ones will do." A strong gust of wind hit the dandelion, blowing away its pedals, and leaving just a stem. The squirrel just smiled apologetically and dashed away. Fluttershy just smiled and went back to her humming as she headed towards a nearby cart.

"La, la-la, la-la, la-la, la-la..."

CHIRP

"Gah!" Fluttershy was suddenly started by the loud chirping and rushed behind the cart, dropping all the collected flowers onto the grass. She heard the chip again. There behind a rock was a insect with two pairs of wings, large eyes, and a spherical body. It just rose from its hiding place and smiled.

"Hello, little guy," said Fluttershy sweetly, "I've never seen anything like you before." The insect flew over a nearby apple, sniffing it despite not even having a visible nose.

"Oh, are you hungry?" Fluttershy asked and stomped the apple into some mush, "here you go." The insect just looked at the mush before heading towards a nearby bucket that was loaded with apples. The insect swarmed the bucket, eating every apple inside.

"I guess you were hungry," said Fluttershy as the insect snuggled into Fluttershy's pink mane and purred.

"You're the cutest thing ever!" said Fluttershy, "I can't wait to show you to my friends." Fluttershy was so excited to show off her new friends that it didn't occur to her that the insect's large appetite could pose a problem.

(Theme song)

Back in Ponyville, Twilight and Spike were busy trying to tidy up the library, but Twilight's need for perfection was not making the task any easier.

"Oh! Hurry up, Spike!" said Twilight, "This place isn't gonna clean itself."

"It also didn't mess itself up," said Spike, emphasizing the fact that he wasn't the one who threw all the books on the floor as he tried carrying a few at a time.

"Princess Celestia will be here tomorrow!" Twilight explained as she continued to use her feather duster.

"I thought this was just an unofficial casual visit," said Spike.

"There's nothing casual about a visit from royalty," Twilight retorted, "I want this place to be spotless, and you've barely made a dent in the clutter." Spike just continued to try and put some books away on some of the higher shelves.

"Maybe you should, ugh, start reading them one at a time?" Spike suggested before he lost his balance on the ladder, "Whoa -ho! Aw." Spike tumbled back into the floor and groaned.

"Everything's got to be perfect," said Twilight, not listening to Spike at all, "No time for fooling around."

"You know, this would be an awful lot easier if there weren't two of us here getting under each other's feet," Spike proposed, hoping to get out of cleaning the library.

"Great idea," said Twilight, "You clean, I'll go see how everyone else's preparations are coming." Twilight then handed Spike her feather duster and headed out.

"Or maybe I should..." But Spike was too late, Twilight was already gone and Spike was left to clean the library alone. He groaned as he got back to work.

Twilight quickly galloped about the town as the other ponies were busy getting everything ready for Princess Celestia's visit. As she made her way into the park, she noticed how all the trees were decorated and flowers were being watered to ensure they were in full bloom for tomorrow. She then noticed that two ponies were setting up a banner as they chatted amongst each other.

"WELCOME PRINCESS CELEST"

Celest?

"What happened to the rest of her name?" Twilight asked the two ponies.

"We couldn't fit it all in," said Golden Harvest.

"You can't hang a banner that says "Welcome Princess Celest"," said Twilight, "Take it down and try again." Golden Harvest and the other pony looked indignant as Twilight went on her way. She then noticed Bon Bon watering some flowers that were beginning to blossom.

"That looks perfect," said Twilight, "Keep up the good work." Bon Bon just smiled as best she could considering the watering can was in her teeth. Twilight headed over to sugarcube corner where the Cakes were busy creating and setting up various types of desserts and delectable goodies.

"Hello, Mr. and Mrs. Cake," said Twilight as she arrived outside of the shop's entrance, "How's the banquet coming?"

"Uh...it would be coming a little better if..." Mrs. Cake pointed over towards a table that had various deserts and goods that had been munched and completely destroyed. The only decent item was a rather nicely decorated cake that had a tiara on top. Until a certain pink pony slammed her face into it and gobbled it up. She smiled as her muzzle was covered in butter cream, making her seem like she had a beard and she now had the tiara on her head.

"Mmm..." Pinkie murmured as she used her long tongue to slurp up the rest of the frosting on her face. Mario popped out of the kitchen. He had come to help with banquet since Mrs. Cake seemed to enjoy having him assist with the baking and prepping. It seems Mrs. Cake always got a little misty when he was around...but that's another story.

"UGH!" Mario cried out in frustration, "Will you quit devouring everything in sight! I can't keep making every dessert twice!" He gave the pink pony a glare but she didn't seem to notice.

"Pinkie! What are you doing? Those sweets are supposed to be for the princess," Twilight protested.

"I know. That's why I'm tasting them," said Pinkie, "Somepony needs to make sure that everything is tasty enough to touch the royal tongue."

"Uhh, isn't that way I'm here helping with the baking?" said Mario, "considering I would know Mom's royal palette better than anypony?"

"Well maybe I just wanna be your princess?" Pinkie replied, leaning her head against his. Mario just rolled his eyes.

"Twilight's my princess," he muttered to himself but nopony heard him.

"Anyway, I, Pinkie Pie, declare that these treats are fit for a king, or a queen, or a princess," said Pinkie regally. Mario just shook his head.

"If the treats were left intact," said Mario indignantly.

"Twilight, Pinkie, Mario, you won't believe...oh, I'm sorry. Uh, am I interrupting?" Fluttershy had just entered the shop when she noticed the three ponies were in a discussion.

"No, not at all," said Pinkie, "Come on in and make yourself at home..." She then used her tongue to slurp up another cake, "...What's going on, Fluttershy?" Mario just hoof-palmed his face as Pinkie just smiled and Twilight glared at her.

"You won't believe what I found at the edge of the Everfree Forest," said Fluttershy and then looked inside of her mane, "Come on out little guy. It's okay." The insect just peeked out of her mane shyly before hovering before the other three ponies. Yet Fluttershy was surprised to see not just one, but three of the insects now. The insects just purred and chirped happily together. Fluttershy gasped.

"Three?" she exclaimed.

"They're amazing," said Twilight as the insects flew about, "What are they?"

"I'm not sure," said Fluttershy, "I'm also not sure where these other two came from."

"I'll take one off your hooves," said Twilight, "I've never seen anything so...adorable." Twilight nuzzled it lovingly until she realized she was cooing over a bug in front of Fluttershy. She blushed sheepishly.

"Besides, it'll be nice to have a companion for Spike so he won't bother me so much while Mario and I are studying," Twilight commented.

"Pinkie, do you want the other one?" Fluttershy offered.

"Ugh! A parasprite?" Pinkie retorted making a face, "Are you kidding?"

"Ugh?" "A para-what?" "That's what they are called?" Fluttershy, Twilight, and Mario said at once as Pinkie made her way towards the exit of the shop.

"Ugh. Now I gotta go find a trombone," said Pinkie angrily.

"A what?" Twilight asked, still puzzled.

"A trombone, you know," Pinkie imitated the instrument before leaping out of the doorway.

"What's that got to do with parasprites?" Mario asked, but Pinkie was already out of sight.

"Ahhh, typical Pinkie," said Twilight, brushing her off as her new parasprite just purred into her side.

"Did you want the other one, Mario?" Fluttershy asked.

"Umm...as cute as they are," said Mario nervously, "I'm not that big with bugs and insects, but thanks anyway." I'm still trying to decide of Pinkie really is being random or there is a connection to the parasprite and trombone. I'll need do a little research as soon as I can. Before Mario could sort out his thoughts, he and Twilight were making their way towards the Carousel Boutique as Rarity was busy making some outfits for tomorrow. She had somehow convinced Rainbow to model for one of the outfits, but the blue Pegasus' attention span was waning.

"Stand still, Rainbow Dash," said Rarity as she was trying to stick some pins to hold the material in place and not stick Rainbow.

"Ugh, I caaan't," Rainbow whined, "I need to flyyy! This is waaay too boring for me!" Rainbow tired to take off, but Rarity held her down by the tail so she couldn't escape.

"Do you want to look nice for Princess Celestia or not?" Rarity asked her sternly. As much as Rainbow hated dressing up, especially since the outfit Rarity made for her was quite...noble and proper, she did want to be presentable and conceded with a long face. It was just than Twilight and Mario walked inside.

"Wow. Rarity, these outfits are gorgeous," said Twilight as she saw them and Mario nodded in agreement.

"Mmhmm. Thank you, Twilight," said Rarity, "Nice to know somepony appreciates my talents." Rainbow just covered her face with her fore-hoofs.

"Ugh, sooo boooring," said Rainbow as she pulled down the bottom eyelids and make them recoil.

"It might not be your style Rainbow," said Mario, "but you do look very pretty."

"Oh hush!" Rainbow barked angrily. Mario looked hurt.

"Excuse me for being honest and sincere," Mario retorted back indignantly before walking away. Rainbow then realized she had blown off a genuine complement, but before she could do damage control she heard several chirps.

"Huh?" Rarity remarked since she heard the chirping as well.

"What's that sound, Twilight?" Rainbow asked curiously. It was then not one, but three parasprites popped out of her mane.

"Wow, what are they?" said Rainbow as she flew just above them despite her dress.

"The better question is, where did they come from?" Twilight answered, "I only had one a minute ago."

"That's not a good sign..." said Mario wearily, but none of the girls heard.

"Uh, I'll take one," Rainbow volunteered before she began to cuddle it. It was quite an unusual sight to see Rainbow Dash snuggle with something so openly, but Mario didn't say anything about it. He liked seeing the girl's softer side.

"Me too," Rarity replied right after as she snuggled with a parasprite of her own, "oh, they're perfect." Mario just sighed since he still felt uneasy about the bugs. Then Pinkie appeared outside the shop door.

"Does anypony know where I can find an accordion?" she called out.

"Check over at Lyra's house," said Mario, not looking at her and watching the other girls, "She used to play one a few years ago but gave it up. I'm sure she didn't toss it."

"Thank you," said Pinkie before glaring at the other girls, "At least somepony is being helpful!" The other girls were too busy cooing and doing baby talk with their parasprites.

"Girls! Hello! This is important," Pinkie yelled but was still ignored, "Durgh! Thanks alot." Pinkie the dashed away as Mario just rolled his eyes.

"Still don't know what those instruments have to do with these parasprites," said Mario, "I...better go see about that book while they're busy..." Mario sneaked away back the library, but ended up staying longer than he planed helping Spike finish cleaning before heading back into his house to read the book. He hoped to find some answers.

Later that night, Twilight was still worried about tomorrow.

"The decorations, the banquet," she sighed, "I really hope everything comes together in time tomorrow." She looked about as Spike was already fast asleep and the little parasprite was just making baby-like noises as it snoozed nearby. Twilight just yawned as she climbed into bed.

"Oh, what's there to worry about?" said Twilight as she went to sleep.

The next morning arrived and Twilight was woken up with a start by the sound of loud baby noises. She looked around to see not one, not three, but several parasprites buzzing around her.

"Spike! Wake up! What happened?" Spike woke up but two parasprites were resting on his eyes. Several more were buzzing around him.

"Huh? Whaaa!" Spike screamed as he tugged off the two parasprites off of his eyes, "What's going on?" The parasprites just chirped in response.

"Where did they come from?" Twilight asked.

"I don't know," Spike answered, "The little guy got hungry in the night, so I gave him a snack, but...I have no idea where the others came from." Just then the parasprites began to remove and toss objects from the shelves.

"Oh no!" Spike exclaimed, "They're messing up all my hard work!" Spike had forgotten the fact Mario had helped him out as he tried to shoo the parasprites away from the shelves and Twilight was trying to do the same, but there were too many parasprites to deal with.

"The princess will be here in a few hours," said Twilight worried.

"Ugh!" Spike groaned as he continued to gather the parasprites away from the shelves.

"Spike, help me round up these little guys," Twilight called out.

"Ugh, what does it look like I'm doin'?" Spike called out, showing a large basket filled several times his height with parasprites, "Ooow, waaah! D'oh!" Spike lost his balance and all the parasprites fell on top of him. Twilight just glared as some parasprites flew away so Spike could pop out of the pile.

"I know, I know, "Stop foolin' around"," Spike replied with an irritated glare of his own. He was tired of being scolded for simply trying his best and getting overwhelmed.

Back in the sky, Rainbow was just reclining lazily on a cloud shaped pillar style chair when a parasprite appeared under the cloud next to her and chirped. Then another. Then another. Then another.

"Huh? Huh?!" Rainbow exclaimed when some of the parasprite began to land on her. Rainbow screeched, grunted, and groaned as she tried to shoo them off. But every time she tried, they kept flying right back on her.

"Get off me!" she bellowed when they began even taking the shaped of headwear, accessories, even once forming a bathing suit. Rainbow groaned and grunted but the parasprites wouldn't stop trying to land on her. They finally made themselves into a beard n stache on her chin.

"Waaa!" Rainbow screamed as she zoomed away and the other parasprites followed in hot pursuit.

Rarity on the other hand was taking the multiplying parasprites very well. She had put them to work in her shop and they were helping her with several tasks she needed to get done that morining.

"Not only are you adorable, but you're also quite useful," said Rarity. Once parasprite smiled and purred until it began to cough and grunt.

"Oh are you okay?" Rarity asked worried until the parasprite spat out a brownish ball of goo into her eye, making her gasp, "Aaah! Eewww. Aaah! Gross, gross, gross!" It was then the ball of goo turned into a new parasprite. Rarity was disgusted.

"No creature that behaves so revoltingly is allowed in my boutique!" Rarity said sternly. Her only reply was when the newly born parasprite spat out a purple ball of goo, which immediately became another new parasprite. All Rarity could do was scream.

A little while later, Rarity sternly left her shop with her saddle bags loaded with all the parasprites inside. Pinkie had just arrived.

"Look Rarity, Applejack loaded me a harmonica, "said Pinkie as she played a few notes from it, "Isn't that great?" Then she heard the parasprites chirping inside of Rarity's saddle bags. Pinkie gasped.

"And not a moment too soon," said Pinkie.

"Ugh, Pinkie, I'm a little busy right now," said Rarity as she walked away from the pink pony.

"And I'm not?" Pinkie retorted, "You know how many more instruments I've gotta find? A lot, thats how many. Now if we split the list between us, we might just make it in time." Pinkie held Rarity close, but the marshmallow pony was in no mood to listen.

"Please, Pinkie, I don't have time for some silly scavenger hunt," Rarity answered and just walked away, "I've got a real problem."

"You've got a real problem, all right," said Pinkie, "and a banjo is the only real answer." Pinkie replied then zipped away. Rarity just rolled her eyes and walked away. She just arrived at a nearby lake outside of Fluttershy's cottage when she met up with Twilight, who was also carrying saddle bags loaded with parasprites. They both gasped when they saw each other.

"I see we're having the same problem," Rarity pointed out.

"Ditto!" Rainbow replied as she finally got the swarm of parasprites off her chin and flew away to keep them off of her.

"Fluttershy knows everything about animals," said Twilight as they all approached her front door, "I'm sure she can tell us how to stop them from multiplying." Just as they opened the door, they were swarmed with parasprites, not just several, or dozens, but hundreds!

"...or not," said Twilight wearily. Several hundred parasprites were buzzing about inside of Fluttershy's house as well as outside of it.

"Ugh, do something Fluttershy," Twilight called out as she yellow Pegasus dashed about her house, "can't you control them?"

"I've tried everything I know," said Fluttershy, "I've tried begging, and pleading, and beseeching, and asking politely and..."

"Guh!" was all Rainbow could say. Twilight then whined inwardly. She had a vision of Princess Celestia arriving in Ponyville, only to be sent away screaming as the parasprites invaded her chariot and took her away.

"If we can't get them under control before the Princess arrives, it'll be a total disaster!" said Twilight Sparkle. Then another parasprite hacked out another orb to produce another parasprite.

"Ew!" Rarity retorted since she had to witness that again, "If you ask me, it's already a total disaster." It was just then Applejack arrived carrying a cartload of apples.

"Here's all those apples you wanted, Fluttershy," said Applejack, "but I still can't figure out why you need so many. Hey!" Before Applejack could get an answer, several parasprites swarmed in and ate up all the apples, core and all, leaving the cart empty.

"Don't feed them!" someone shouted from the distance. That was when Mario zoomed up to the group and came to fast stop.

"Where have you been?" Twilight demanded, "we're in the middle of a crisis!"

"Nice to see you too, Twilight," Mario replied sarcastically before turning serious, "I was busy most of the night reading up on these...parasprites...and trying to learn more about them. From what I can see, you already learned that they have the ability to rapidly multiply. The cause is the fact they have such endless appetites.

"Endless?" the girls all exclaimed.

"Yes, feeding them is also what make their numbers increase," said Mario, "keep them from eating, you keep them from multiplying. But of course that's easier said than done at this point."

"Did the book say about getting rid of them?" Twilight asked. Mario shook his head.

"I checked every page and cross-reference," said Mario, "There is nothing about defeating a parasprite."

"What do we do?" Fluttershy asked worried. Twilight pondered for a second before gasping.

"I got it!" said Twilight, "Nopony can herd like Applejack."

"Yeah!" Rainbow added, "We can drive' em back into the forest." While Applejack didn't know as much about the situation as the rest of the group, she was ready for action.

"I'll rastle 'em up," she replied with a scoff, "but I need everypony's help to do it. Twilight, you and Rarity wait over there. I'll heard the little critters straight at ya like a funnel. Rainbow, and Fluttershy stay on top of 'em, don't let 'em fly away. Mario, I've seen you heard 'em with the best. Yer with me."

"Aye aye," said Rainbow as she and Fluttershy took to the skies.

"Yeeeeeeee-haw!" Applejack called out as she rose from her hind legs and then galloped away with Mario at her side. The parasprites screeched as Applejack and the rest of the group began to corral them all up into one giant orb. Then they began to herd the giant parasprite ball towards the entrance to the Everfree forest. Two parasprites tried to escape but were quickly pushed back into the giant orb.

"Alrighty y'all, here goes nothin'," Applejack called out, "Look out Rarity, that one's fixin' to get away. Keep a lead on 'em, Rainbow Dash! Hold on girls, we're almost there!"

"Why is it I always feel excluded when you say just "girls"?" Mario asked annoyingly.

"You make it too easy," Rainbow shouted as Mario gave her a death glare. Twilight was just concentrating when she noticed Pinkie had appeared out of nowhere and was running along with the group.

"Pinkie!" Twilight exclaimed.

"Twilight, we don't have much time," she answered.

"You're telling me," Twilight answered, "The princess could arrive at any moment."

"Exactly, "Pinkie agreed, "That's why I need you gals...and Mario..."

"Thank you!" Mario exclaimed, glad to not feel excluded.

"...to drop what you're doing and help me find some maracas," Pinkie finished.

"Maracas?" Twilight exclaimed, "Pinkie, we've got much bigger problems than missing maracas!" Pinkie gasped.

"You're right!" Pinkie replied, "Getting a tuba has to be our number one goal. Follow me." Pinkie than took off, but then came back, running backwards to keep pace, once she saw no one was following her.

"I said, follow me!" Pinkie said more sternly. Rainbow just laughed at her.

"Pinkie Pie, you are so random," she remarked. Unlike other occasions, Mario could tell that Pinkie was getting very frustrated.

"Look Pinkie, I might be the only pony here that thinks there might be some sort of connection between these parasprites and what you're doing, but you're not making any sense to anypony!" Mario told her aloud.

"But I need help!" Pinkie barked, "What do I choose, maracas or a tuba?" The other's just rolled their eyes.

"Go with the tuba," said Mario, "it fits more with the other instruments. Here!" Mario summon a key with his horn and tossed it to Pinkie.

"Inside my basement, I have several instruments," Mario explained, "You should find whatever you think you need there."

"Well come on then," Pinkie replied with the key on her mouth, "We've got no time to lose!"

"Pinkie, you can't expect us to just leave these parasprites out here to wonder all happy and free," said Mario, "Just do what you need to do okay! We've got this bunch!"

"And you're all so stubborn!" Pinkie snapped and dashed away.

"Forget her ladies...and gentlecolt," said Applejack, "Focus. Head 'em up and move 'em out." The ponies soon reached the edge of the forest and just let the giant orb of parasprites roll deep into the forest, hopefully to be lost forever.

"All right!" said Rainbow with a grunt. Fluttershy reached out her fore-hooves as Rainbow gave her a hard double high five.

"Ouch," said Fluttershy as she rubbed her now sore hooves.

"We did it," said Twilight with a smile, "Nice work, Applejack."

"Couldn't a'done it without y'all," said Applejack."

"Now let's get back and clean up the mess they made before the princess arrives," Twilight suggested as the six ponies made their way back towards Fluttershy's house.

"Okay, everyone know what to do, right?" Twilight instructed, "We gotta work extra hard to make up for lost time." Fluttershy then opened her door and like an explosion another swarm containing hundreds of fast flying parasprites came rushing out of Fluttershy's house.

"Where did they come from?" Twilight asked as they ducked and covered from the incoming swarm.

"Well, I may have kept just one," Fluttershy confessed, earning some very furious glares from everypony else.

"Heh. I couldn't help myself," Fluttershy admitted sheepishly, "They're just so cute." Fluttershy nuzzled one, but the others were more worried about the new swarm.

"We don't have time to keep rounding up these things," Twilight remarked, "What do we do now?"

"We call in the weather patrol," said Rainbow as she put on some goggles and grunted and she took to the skies. Poor Rarity was shrieking as she ran away from the parasprite chasing her while the others struggled to rounded up again.

"Time to take out the adorable trash," said Rainbow as she tucked her goggles over her eyes.

"YAAAAAA!" Rainbow gave a Tarzan-like yell. The parasprites began to chirp as Rainbow created a makeshift tornado that sucked them all up into it like a vacuum. Everyone else tried to hold on to something to avoid being swept away since her mini-tornado created some strong winds. Soon enough, all the remaining parasprites had been sucked inside of it.

"Way to go, Rainbow Dash!" Twilight called out, still grunting as she tried to regain her footing once the winds has died down.

"Looks like our problems are solved," said Applejack.

"They will be with these cymbals," said Pinkie, but she was too close to the tornado and they were quickly torn off her neck and sucked into it," Hey! Give me those back!"

"Whoa. Yaa! Yow! Whoa! Wow!" Rainbow yelped a she tried to avoid the cymbals swirling about, at the expense of her control over the tornado, "I can't hold it! She's breaking up!" Rainbow was soon sent flying out of the tornado and landed back first into a tree. The tornado dissipated, sending now thousands of parasprites showering over Ponyville.

"Pinkie Pie, what have you done?" Twilight exclaimed.

"I've lost a brand new pair of cymbals, that's what I've done," said Pinkie.

"Those cymbals were mine!" said Mario angrily, "Look Pinkie Pie, I've tried to be open minded about this, I've provided you with your instruments because I had some wild, delusional notion that you had some solution to our problem. But all I see you doing is getting in the way of us trying to get all these parasprites into one single location!"

"Will you forget about your silly instruments for one second?" Twilight added, "You're ruining our efforts to save Ponyville."

"And just showered an entire swarm of parasprites all over the town!" Mario added.

"Me? Ruin? I'm not the ruiner, I'm the ruin-ee! Or it is ruiness? Ruinette?"

"All seem right about you," Mario remarked to himself.

"Come on girls, Mario, there's no reasoning with that one," said Applejack, "She's a few apples shorts of a bushel." Everyone galloped off to head back into town. Mario stared but then looked at Pinkie, giving her a disappointed look before going to catch up with the group.

"Hey! I'm trying to tell you all that the ruining is on the other hoof," Pinkie shouted, "If you'd just slow down and listen to me!" Pinkie was soon left alone. Back in Ponyville, the other ponies were rather mesmerized by all the parasprites. One then landed near Bon Bon and Lyra, they seem to enjoy it's company until it started devouring both of their slices of pie. Bon Bon was shocked and Lyra was fighting not to start crying. Soon the other parasprites began to munch up flowers, fruits, vegetables, even those still in the ground...

"Aah!" screamed a garden pony as some parasprites gobbled up the contents of her entire garden. Other ponies gasped and then ran for their lives as the parasprites began to gobble up every food item insight. The rest of the group arrived in the middle of the infestation and panic.

"What are we going to do?" Fluttershy asked everyone, "They're eating all the food in town." Applejack then gasped as her green eyes shrunk.

"My apples!" she yelled and ran right out of town towards Sweet Apple Acres.

"We've gotta do something!" said Twilight.

"Well, we could use my special bug be-gone spray!" Mario proposed, holding a spray pump with his magic.

"Ahem," said Fluttershy, giving him a glare. Mario just chuckled nervously until he groaned and made the spray pump disappear. Twilight then gasped.

"I got it!" said Twilight, "I'll cast a spell to make them stop eating all the food." Twilight then sent a magical wave that made all the parasprites stop eating the food. Pinkie had continued her instrument hunt and found herself some tambourines.

"Look, tambourines! If you could all just..." Pinkie then noticed no one was listening, Mario just pointed a hoof for her to leave. Pinkie screamed in frustration and left, tambourines clashing as she ran off. Twilight gasped when she saw a nearby parasprite sniff and chirp at an apple but ignored it. Twilight and the others sighed with relief.

"Umm, Twilight," Mario whispered into her ear, "That spell doesn't eliminate their eating habits, but only alters them. What did you change their diet to?" They soon found out as a parasprite ate the bucket the apples were in. Food carts had the carts devoured instead of their contents eaten. They were even munching on the walls, roofs, and display stands of houses and shops.

"Nice to see you thought things through!" Mario remarked sarcastically.

"Heh. Hey, it worked. They're not eating the food anymore!" Rainbow added in the same tone. Twilight just smiled sheepishly until Rarity realized something.

"On no...if they get inside my store..." Rarity then panicked, "Everypony for herself!"

"And him...oh forget it..." Mario muttered as Rarity was long gone. By the time Rarity had arrived at the boutique. The parasprites were already inside munching away.

"My outfits!" Rarity exclaimed as they gobbled them all up without a second thought, "Go on, shoo! Get out of here, you naughty! Naughty!" But the nearby parasprite just belched out another ball, creating another parasprite as Rarity backed away and was now surrounded by them as she sat helplessly in a wooden stool.

"I'll save you!" said Pinkie as she appeared outside the boutique and dashed inside. She ended up running right past Rarity. grabbing a nearby recorder into her mouth, played a note or two, and then dashed away. Whether that was all Pinkie had wanted or she ignored Rarity on purpose was anypony's guess, Rarity was now left to the mercy of the parasprites.

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEK!" Rarity screamed at the top of lungs.

Meanwhile, Applejack had set up defenses in order to brace the Apple Farm for a dangerous parasprite invasion. She, Big Mac, and Granny Smith were donning pitch forks, a spray pump, and cameo hats.

"No woodland creature's gonna eat the Apple Family's crop," said Applejack as they saw an incoming swarm if parasprites heading this way, "Brace yourself, y'all, here they come." The three gathered their weapons, but the parasprites simply buzzed past the three and gobbled up the entire barn exterior, causing the interior to collapse on itself. The Apple family was left agape as they dropped their weapons.

"Didn't see that one comin'" was all Applejack could say.

Things were no better as Mario and Twilight made their way back towards the Library, which was swarmed with parasprites as well.

"Help!" Spike called out as Mario helped him to his feet, but the damage was being done. The parasprites were now getting into the books.

"They're eating the words," Twilight gasped as one parasprite licked them off while another slurped up the writing scribbles like a piece of spaghetti. Just as one parasprite made another one appear, Twilight grabbed its wings by her teeth and dragged it out of the library with a grunt.

"Help..." Spike asked as she and Mario made a direct beeline for Zecora's home. Zecora was appearing doing a combination upside down balance and mediation routine when Twilight and Mario burst through her door, making her tumble into her back.

"Ugh. Have you gone mad?" Zecora asked in irritation.

"Zecora, these little guys are devouring Ponyville, and the princess in on her way," Twilight explained in a panic as she showed the zebra the parasprite, "Can you help us please?" Zecora saw the parasprite and smiled.

"Oh, monster of so little size," Zecora replied, "Is that a parasprite before my eyes?"

"I don't know! Is it?" Twilight asked frantically.

"I told you it was," Mario remarked, thought no surprised Twilight hadn't been listening. Zecora looked through a book. The same one Mario had read.

"Tales of crops and harvest consumed, "said Zecora before sticking her head towards Twilight with a smug smile on her face, "If these creatures are in Ponyville, you're doomed." Twilight just gulped.

"Mario..." she squeaked, "what else did the book say about them?"

"You heard of the town Dustbowl, Hookie-poma?" he asked.

"Yes..." Twilight answered.

"There's a reason why it's nothing but a wasteland these days," Mario answered dearily. Twilight's eyes shrunk and Mario thought the poor girl had stopped breathing. A minute later, they were just outside Ponyville when they saw something in the sky.

"Oh no, here she comes," said Twilight. There in the sky near a tall mountain where Canterlot resided, they could see the Princess's royal chariot leaving the city and making its way towards Ponyville. Twilight and Mario rushed into town, to find ponies screaming, parasprites munching, and other hiding and cowering for cover.

"Aaaah, aaaaaaah!" Daisy screamed as a swarm was chasing her. Twilight just looked about until her mane frazzled a bit as something in her mind snapped.

"Okay, here's the plan," Twilight began with a goofy smile on her face, "Rainbow Dash, you distract them."

"YAAAA!" Rainbow screamed as a few of the parasprites came after her.

"Good," said Twilight, "Everyone else, we need to build and exact copy of Ponyville right over there. We've got less than a minute!"

"Are you crazy?" Mario retorted, "I can't build that faaaa-eeeeeeeeh..." Mario stopped talking as Twilight gave him a smile that was on the brink of a pony gone mad.

"You will make it happen, because you're my best friend, and you wouldn't want to let me down right? Riiiiight?" Twilight asked in a way too sweet tone, making Mario step back as her face got right into his.

"Okay..." Mario squeaked. Then Twilight snapped out of it, realizing what she was doing, and lowered her head in defeat.

"Zecora's right, we're doomed," said Twilight in defeat. Mario just looked at her sadly.

"Twilight...would it help at all if...I told Mom this was all my fault and mine alone?" Mario proposed. Twilight lifted her head in surprise.

"You'd do that for me?" she asked, deeply touched. Mario nodded giving her a smile.

"I'd do anything to make you stop feeling sad or worried," he told her gently. Twilight just gazed into his eyes as her own became larger and started to twinkle. Their eye gazing continued for another second before some trumpets blowing knocked them both back into reality.

"Oh no, the princess's procession is here," Twilight exclaimed, "It's all over!"

"No it won't," said Mario, "I said I'll take the blame..."

"Mario, that's sweet, but I can't..." Twilight then stopped when she began to hear polka music. Then they both saw that it wasn't Princess Celestia at all. It was Pinkie coming down the street playing polka music with what had become her own one pony band.

"Pinkie?" Twilight exclaimed, "We're in the middle of a crisis here. There is no time for your...nonsense?" Mario tapped her shoulder and pointed upwards. The parasprites appeared to stop munching and swarming about. Now they had begun dancing to Pinkie's music and began to follow her. Their other friends just watched in agape as Twilight and Mario walked up to them. They were all stunned that Pinkie's one pony band was actually working in driving every single parasprite out of Ponyville. They were soon following her at the very end of the line. Until they all saw Princess Celestia making her landing on the outskirts of town.

"Look," Twilight pointed at the sky. The six ponies all made a mad dash in front of Pinkie and caught up to Princess Celestia. They all bowed as Princess Celestia made her landing and stepped out of the chariot.

"Twilight Sparkle, Mario Star, my prized pupils," Princess Celestia said as the two ponies rose to their feet.

"Hello, princess," said Twilight and Mario together.

"Good to see you again Mom," said Mario, trying not to sound panicky. Everyone else just put on a brave smile, but one could see the nervousness in their faces.

"So lovely to see you two again," said Princess Celestia, "as well as your friends."

CRASH!

With the clash of her cymbals, Pinkie arrived leading the parasprites towards the forest right alongside them. If the other ponies weren't nervous before, they were all now."

" So...how was the trip?" Twilight asked nervously, "Hit much traffic?"

"Did you have a smooth flight?" Mario asked as well since he couldn't think of anything else. It was then one of the parasprites appeared before Celestia.

"Ah what is this?" she asked and chuckled as it nuzzled into Celestia's multicolored mane, "Oh ho ho, these creatures are adorable."

"They're not that adorable," Rainbow whispered to Rarity, who just kept smiling sheepishly.

"I'm terribly honored that you and the good citizens of Ponyville have organized a parade in honor of my visit," said Princess Celestia.

"Parade?" Twilight asked and then Mario gave her a light nudge to the shoulder, "Oh. Yes, the parade."

"Unfortunately, that visit is going to have to wait for another time," said Princess Celestia, "I'm afraid an emergency has come up in Fillydelphia. Apparently there's been some sort of infestation."

"An...infestation?" Twilight and Mario asked together.

"Yes, a swarm of incredibly bothersome creatures has invaded the poor town," Princess Celestia explained, "I'm sorry, Twilight and Mario, to have put you all through so much trouble."

"Trouble?" said Twilight with a squeak in her tone.

"What trouble?" Mario asked a toothy grin.

"Before I have to go," Princess Celestia continued, "would you two care to give me your latest report on the magic of friendship in person?"

"Our...report?" said Twilight and looked at Mario who was struggling to think of something.

"Haven't you learned anything about friendship?" Princess Celestia asked. Mario and Twilight then noticed Pinkie still leading the parasprites into the Everfree forest and they both smiled.

"Actually, we have," said Twilight. Mario gestured to say it for her, but Twilight shook her head and put his hoof down to say she would do it, "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..."

CRAH

Everyone flinched as Pinkie clashed her symbols once more.

"...Even when they don't always seem to make sense," Mario finished for Twilight with a sheepish smile.

"I'm so proud of you, Twilight Sparkle and Mario Star," said Princess Celestia, "and I'm very impressed with your friends as well. It sounds like you're all learning so much from each other."

"Thank you, Princess," said Twilight.

"Thank you, Mom," said Mario. Princess Celestia then had her chariot take off into the sky. Once she had disappeared, the six ponies than made their way towards Pinkie, who had just finished sending the last of the parasprites into the forest and stopped playing as her friends arrived.

"Hey, what happened to the princess?" Pinkie asked.

"Emergency in Fillydelphia," said Twilight.

"Some sort of infestation," Rainbow added.

"Oh no!" Pinkie remarked, "Have they got parasprites too? Well, have tuba, will travel." Pinkie started to play again, when Twilight stopped her.

"I think the princess can handle it," Twilight assured her.

"So you know what those critters were all along, huh Pinkie Pie?" said Applejack.

"Well, duh!" Pinkie retorted as a matter of fact," Why do you think I was so frantic to get my hooves on all these instruments? I tried to tell you."

"We know, Pinkie Pie," said Twilight, "and we're sorry we didn't listen."

"Yeah Pinkie," said Mario, "Even I had a hunch that you might have known something, but I lost faith in you too soon. I didn't take the time to try and understand what you were trying to tell us. I'm sorry."

"I'm sorry, Pinkie," said Rainbow.

"So sorry, Pinkie," Rarity added.

"Sorry, Pinkie," said Fluttershy.

"Real sorry, Pinkie," said Applejack.

"You're a great friend, even if we don't always understand you," Twilight said with a smile.

"And I'm gonna try a little harder to try and understand you so I can defend you like I should have in the first place," Mario replied. That was a tall order, but Pinkie was touched for the offer.

"Thanks guys, you're all great friends too, even when I don't understand me," Pinkie replied.

"You saved Mario and I's reputation with Princess Celestia," said Twilight, "and more importantly, you saved Ponyville."

Then they returned to see just how broken down and shambled the town really was.

"...Or not," said Twilight.

Pinkie just played a sad trombone.

Mario just looked about and pondered to himself when he got an idea.

"You know what?" he asked to no one in particular, "I think I can fix this!"

"Now you admit you can fix this?"Twilight asked indignantly.

"Not in less than a minute," said Mario, "I just need to get my toy box."

"Your toy box?!" the other girls all exclaimed.

"It might not make sense, but it will work," said Mario, reminding them of their lesson with Pinkie.

"Well...ok."

"Okay..."

"Alright..."

"If you say so..." They all mumbled as Mario zipped away and then returned with the toy box on his back that was yellow with multiple colored stars on it, but he walked over to Pinkie and tossed a bunch of pink papers at her.

"Keep your "sweet babboo" notes off my refrigerator!" Mario told her and then held a hoof. Pinkie tried to play innocent when Mario gave her a glare and gestured his hoof again. She then handed back his house key.

"Thank you," said Mario as he walked away from her as she stuck her tongue out at him and stood in front of the group.

"HA-HA!" he cried out as he tossed the toy box into the air. The toy box bounced and the top of the lid open. He gave a whistle as dozens of little toy versions of peach colored ponies dressed in orange vests and hard hats jumped out and stood in line before him. (One could argue they looked like toy versions of him.)

"Oh yeah!" they called out one at a time, raising a hoof as they stood before Mario.

"Let'sa go little guys," Mario called out as the toys followed him and then split up. The six girls watched in awe as the mini-pony toys started to repair all the damages that the parasprites left behind. Some of the ponies nearby began to smile as the mini pony toys continued their work. It wasn't much longer before the toys finished restoring Ponyville like nothing had ever happened. Then in single files lines, the toys hoped back into the toy box. Once the last toy was inside, Mario used his horn to close the toy box and then leaned against it so he could stand just using his back hooves and crossed his front hooves before the other girls.

"Way to go," he replied as the repairs were complete. The six girls were just staring with the jaws dropped. Then Twilight snapped out of her stupor and began to laugh.

She was glad to be able to smile after what had been a long day.

"And the best part," said Pinkie as she spoke to you, the readers, and shows you a key, "I made a copy of Mario's house key. Now I can see my sweet babboo whenever I want!"

CHOMP!

Pinkie extended her arms at the end of her little speech, only for the key on her left hoof to be gobbled up by a random parasprite and the insect quickly disappeared. Pinkie looked at her empty hoof as her eyes watered and her lower lip quivered.

"WAH! HA-HA-HA-HAAAAAAAAAAAA!" Pinkie sobbed since she had only made one copy.

Mario played a sad trombone as he stood in front of her view.

Better luck next time Pinkie Pie.

Phew, that was a close call for Mario and Twilight. Especially for Mario at the end.

Peace Pony Fans.

Winter Wrap Up

Pony's Log Number 111: Sometimes we get so eager to help out that we often cause more problems for others...

The sound of crickets could heard in the very early morning just outside the Grand Oak Library as Twilight and Spike were fast asleep in their little sleeping quarters. Spike continued to snore in his basket when Twilight awoke with a gasp.

"Spike, wake up," Twilight said excitedly, "Wake up, wake up, wake up, it's Winter Wrap Up Day!"

"Huh? Mommy?" Spike mumbled as he opened some very sleepy eyes.

"Winter Wrap Up!" Twilight repeated as she got into the young dragon's face.

"You're not mommy," Spike replied before going back to sleep.

"Spike, the first day of spring is tomorrow," Twilight told him as she looked at her calendar that had a hand drawn tree on it, "so everypony in Ponyville needs to clean up winter. Now help me get ready." Twilight jumped into some yellow short boots, tried tying what appeared to be a fleece saddle on her back.

"Clean up winter?" Spike asked sleepily, "Who cleans up winter? Don't they just use magic to change the seasons like they do in Canterlot?"

"No Spike, Ponyville was started by Earth ponies," Twilight explained as she was struggling to get her saddle to stay in place, "so for hundreds of years they've never used magic to clean up winter. It's traditional." It was just then her saddle fell off and she gave a loud sigh.

"It's ridiculous," Spike remarked, "No magic...Fuh." Twilight then retied her saddle back into place, grabbed her pinkie and white scarf to put it on, and then went over to a checklist.

"Okay, let's see: scarf, check; saddle, check; boots, check; Spike refusing to get up and going back to sleep, check," said Twilight as she marked the items off on her list, "It's a good thing I'm so organized, I'm ready. Bright and Early." Twilight opened her door and found that it was still dark outside and no pony else was up. If one were to guess, it was probably around three in the morning.

"Oh...maybe a little too early," said Twilight sheepishly with a light chuckle.

(Theme Song)

After her little mishap, Twilight removed her gear and headed back to bed. She found it hard to fall back asleep since she was too excited about Winter Wrap Up and decided to do some reading. Twilight must have really gotten into her book because it felt like just minutes had passed when she heard a knock on the door. She put her book down to find Mario outside wearing just a winter hat in light blue on his head.

"Morning Twilight," said Mario, "Excited about your first Winter Wrap Up?"

"I sure am!" said Twilight and then looked outside, "Mario, it's still dark out."

"Not for long," said Mario as he leaned his head to show Twilight a golden light that was beginning to remove the darkness in the early winter sky from the horizon.

"Oh, it's time," said Twilight, "Let me get Spike and we can get going." Mario nodded as Twilight rushed upstairs.

"Sure you don't want me to carry mister sleepyhead for you?" Mario called out.

"I've got him," said Twilight as she came downstairs with a still snoozing dragon on her back, "Let's get going." Mario nodded as the two headed towards town hall. Despite running all the way there, the sun was already getting high in the sky as they found dozens of other ponies had already gathered around the town.

"Those must be the team vests Rarity designed," Twilight pointed out since most of the ponies were already wearing them, "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."

"Good question," said Mario, "I haven't really thought about it. I was hoping we'd be in the same team."

"Oh Mario," said Twilight, "we do things together all the time. No harm in being on separate teams."

"I guess," said Mario with a brave smile, but the idea of working separately from Twilight made him feel a little sad.

"I'll take a blue vest, same color as my blanket," Spike remarked sleepily, "which I think I hear calling my name. "Spike! Spike! Come to bed!" Ugh, it's too early." Twilight and Mario just chuckled to each other as Mayor Mare appeared before all the ponies.

"Thank you, everypony, for being here bright and early," Mayor Mare said proudly, "We need every single pony's help to wrap up winter and bring in spring." The ponies cheered as Twilight hopped up and down amongst the crowd of ponies.

"Now, all of you have your vests, and have been assigned to your teams," Mayor Mare continued, "so let's do better than last year, and have the quickest Winter Wrap Up ever!" The ponies all cheered again.

"Oh, this is so exciting," said Twilight.

"It is," said Mario, "but why did Mayor Mare say everypony has their vests and assigned teams? I never got my notification or my vest for that matter."

"All right everypony, find your team leader, and let's get galloping," Mayor Mare finished. Mario looked worried.

"Now what we do?" said Mario, "I hope this won't be like magic school where I'm stuck having captains telling each other to pick me." While this had been before his days on the track team, it was still a memory that haunted him to this day. Twilight was rather overwhelmed.

"Oh gosh, where should I go?" she wondered, "I'm not sure where I fit in. What exactly does everypony do?"

It was then the screen goes dark and a single spot light appeared around Rainbow Dash. It appears it is time for another song. And it's not a Pinkie Pie one. (phew)

[Rainbow]

Three months of winter coolness
And awesome holidays

[Pinkie Pie-spotlight moves to her and does so with each new pony solo]

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- she and Mario as they are walking about]

The time has to welcome spring
and all things warm and green

[Mario]

But it's also time to say goodbye
It's winter we must clean

[Twilight and Mario]

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!

[chorus-several ponies began to dance and start joining their teams]

Winter Wrap Up! Winter Wrap up!
Let's finish our holiday cheer
Winter Wrap Up! Winter Wrap up!

[Applejack]

'Cause tomorrow spring-

[Rainbow]

-is here!

[Chorus]

'Cause tomorrow spring is here!

[Rainbow-now with several Pegasi in the air clearing and moving unwanted clouds from the sky and helping birds return from the south]

Being 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 and Pinkie]

When the sun comes up
It's warmth and beauty glow!

[Chorus-some ponies began collecting items and materials for Rarity while doing some more snow removal.]

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-working on some nests and baskets]

Little critters hibernate
Under the snow and ice

[Fluttershy-she and several ponies help to wake up some of the hibernating animals, give them food, and clean their sleeping spaces. Some birds circle Twilight, Mario, and Spike.]

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!

[Chorus-ponies now removing the snow from trees. Twilight, Mario and Spike get a load of snow dumped on them. Only find Rainbow was the one who dropped the snow on them.]

Winter Wrap Up! Winter Wrap Up! ([Rarity] Winter, Winter])
Let's finish our holiday cheer
Winter Wrap Up! Winter Wrap Up! ([Rarity] Winter, Winter])
'Cause tomorrow spring is here
Winter Wrap Up! Winter Wrap Up! ([Rarity] Winter, Winter])
'Cause tomorrow spring is here
'Cause tomorrow spring is here!

[Applejack-some ponies now clearing snow from the farming grounds and tilling the land]

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, Cherry Berry, and Golden Harvest]

It's just so much to do!

[Chorus-ponies clearing their rooftops of excess snow]

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]

'Cause tomorrow spring is here

[Chorus]

'Cause tomorrow spring is here!

[Twilight]

Now that I know what they all do
I have to find my place

[Mario]

And help with all of my heart
Tough task ahead I face

[Twilight]

Help the Earth pony way
I wanna bring so I must
Do my best today,

[Twilight and Mario at they overlook a cliff]

Do my best today!

[Chorus]

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!

[Twilight and Mario]

'Cause tomorrow spring is here
'Cause tomorrow spring is here
'Cause tomorrow spring is here!

In three perfect seconds, each team disappears, leaving Mario and Twilight alone to decide where they will go.

"Everypony belongs to a team," said Twilight as she looked at Spike and Mario, "What should I do? Where should I go?"

"I'm just as unsure as you are Twilight," said Mario, "Maybe..."

ZOOM!

Just then Rainbow flew by at high speed to some other Pegasi who were waiting for her in the town. She was the captain of the weather team.

"All right team, you're clear for takeoff," said Rainbow as the Pegasi took flight into the air.

"Rainbow Dash!" Twilight called out as she and the others caught up with the blue Pegasus.

"Oh, hey, Twilight, Mario, what's up?" Rainbow asked.

"What are you doing?" Twilight asked curiously.

"Sending off one of my flight crews to retrieve the birds that flew south for the winter," Rainbow answered.

"Oh, can I help?" Twilight asked eagerly, "How about if I help clear out the clouds?"

"Umm..." Rainbow then raised and flapped her wings to remind Twilight about a huge flaw in her idea.

"Right. No wings," Twilight remembered.

"Luckily I had a plan for that," said Mario. On their way back into town, he had picked up a saddle bag and pulled out what appeared to be some white wings. He then clipped them into his backside and they allowed him to hover into the air.

"Alright, let's bust some clouds!" said Mario as he tried to take off, but alas, his magic wings were still in their development stages. They could only help keep Mario in the air, but flying quickly wasn't possible just yet as he moved forwards at a very slow speed. Rainbow laughed.

"Good try Mario," Rainbow chuckled, "but being fast on the ground and being fast in the air are two very different things."

"Besides, you're not supposed to use magic," Twilight added, "and that includes magic items." Mario gave them an unamused look when his wings suddenly disappeared. Apparently the wings didn't last very long either.

"Oh great..." Mario replied as he tried to flutter jump to stay in the air. He gave them both a shrug before dropping like a rock back the ground with a thud.

"UGH!" he grunted as he landed on his back. Ouch.

"Sorry, Twilight and Mario," said Rainbow and took off at high speed, startling Twilight a bit as she watched Rainbow disappear.

"Great, now what do we do?" Twilight asked out of the blue as Mario just wobbled over to her, still hurting a bit from the landing. Spike just let himself tumble into some nearby bushes.

"I don't know about you," Spike said with a yawn, "but I'm gonna be nappin'." Spike was soon snoring as Twilight poked his cheek with a fore-hoof.

"Come on Spike," Twilight retorted, "this is serious business. Winter needs to be wrapped up, and we're determined to do our part. Somehow." Twilight looked worried until Mario walked beside her.

"Let's keep looking around," he proposed, "I'm sure there's plenty to do on the ground." Twilight smiled and continued their search. They soon found themselves in front of the Carousel Boutique where Rarity was busy working on a project.

"Rarity, please tell me there's something, anything that we can do to help," Twilight asked, nearly pleading as Spike stood between the two girls. Mario was behind Twilight.

"Well, how would you like to help create Ponyville's finest birds' nests?" Rarity suggested.

"Birds' nests?" Twilight asked puzzled.

"Why yes," Rarity replied, "When the weather team guides the birds back north for the spring, they'll need a place to lay their eggs." Rarity showed them a nicely made birds nest made from scratch.

"Wow, Rarity, that's one really beautiful," said Twilight.

"It's amazing," Mario added.

"Oh why, thank you most sincerely," said Rarity kindly, "Would you two like to try your hoof at a nest?"

"Would I?" Twilight exclaimed excitedly, "Yes! Where do I begin?" Mario simply nodded.

"Okay. Now...uh, take some of the straw and hay over there," said Rarity as she handed Twilight the materials. Twilight continued to work as she listened to Rarity's instructions, or at least tried to, "Now, weave them through there, yes. Uh, take some ribbon, yes, oh uh, n...not there, yes, uh, tuck it over there, uh but be careful not to...I don't know I guess that would do...oh dear."

"There!" said Twilight, feeling pleased with herself, "It looks just like...yours. Oh my." Twilight then noticed that compared to Rarity's work that her nest looked like something a foal might have done for their preschool project.

"That nest needs to be condemned," Spike told Rarity.

"Oh, Spa-ha-hike," Rarity chuckled, "It's not so bad, ah, maybe birds can use it as a..." Rarity was doing her best to not hurt Twilight's feelings.

"An outhouse?" Spike proposed, not afraid to be directly honest.

"Spike," Rarity said firmly especially seeing Twilight look rather upset and hurt, "It's just fine." Twilight just gave an embarassed smile.

"Yeah, Spike, it was her first try," Mario add, "I'd like to see you do better."

"Well, what about you?" Spike proposed, "You are the artistic one." Mario snorted.

"Fine," said Mario as he smugly approached Rarity's example.

"Hmm...let's see," said Mario as he looked at the nest up close, "a little of that...that goes there...and this ties to...uh-huh, uh-huh. Got it!" Mario then took some materials and then with a quickly shifting of his hooves made a perfect copy of Rarity's nest in just seconds. Then he made another, then another, and then another...until he had made a good dozen perfect nests.

"It gets easier once you do it again and...oh..." Mario's excitement soon disappeared as Twilight just gave him an irritated glare, "I...think I'll stop for now."

"Yours is just fine," said Rarity to Twilight, "It's just a little rough around the edges. Let me lend you a hoof." Rarity pushed Twilight aside and tried to tweak it.

"Let's just untie this ribbon, and let me take out these sticks here, we'll shave this..." Rarity continued to mumble as Twilight sunk her head lower and lower in defeat.

"Hw..." she groaned. Soon she, Spike, and Mario were right behind Rarity as her mumbling continued.

"I think we lost her," said Spike. Twilight just lowered her head and walked sadly away.

"Ah, and we need to weave the string..." Rarity continued to mumble, not knowing the two ponies and dragon had disappeared. Soon the three friends found themselves in the Ponyville outskirts where they found a familiar pink pony on some ice.

"Hellooooooo, Twilight! Mario! Wheeeeeeee!" Pinkie called out from the ice as she continued to skate about gracefully on the ice.

"Wow, Pinkie Pie, you're quite the skater," said Twilight as she made her way down to the lake, "Probably the best skater I've ever seen."

"I didn't know you were skilled in figure skating," Mario added, quite impressed himself.

"Thanks, Twilight and Mario," Pinkie answered, "I've been doing this since I was an itty-bitty, little-whittle, Twinkie-Pinkie. Just comes natural. Which is probably why they designated me the lake scorer. I cut lines in the lake with my skates. That way, when the rest of the weather team comes here to break the ice, it will be as easy as pie." Pinkie continued to skate about to demonstrate her point.

"How clever," said Twilight, "When the thick ice begins to melt, it will break along those lines."

"Well, you sure have alot of work ahead of you," Mario added, "There's quite a few lakes in Ponyville."

"Ha, tell me about it," said Pinkie wearily until she got an idea, "Hey, Twilight and Mario, wanna help me out?"

"Would I?" Twilight replied excitedly for the both of them.

"Come on, put on those skates over there," said Pinkie, "I bet you'll be a natural too."

"Okay," said Twilight and rushed over to Pinkie's spare skates. Mario then reached into his bag.

"Good thing I packed my old pair," said Mario, "There a bit rusty..."

"You shouldn't go ice skating on rusty skates," said Pinkie, "I think I've got another pair..."

"I mean, my skills are rusty," said Mario as he put on some light blue skates on his hooves, "I haven't skated in years." Mario wobbled a bit before getting his balance and was soon skating about as gracefully as Pinkie was. Pinkie skating along side of him.

"You are a natural," said Pinkie, "Come and dance with me." Mario rolled his eyes before he got an idea.

"If we skate side by side, we can make twice as many lines while we dance," Mario proposed.

"What a great idea!" Pinkie replied, "let's dance." Soon the two were enjoying themselves, doing steps, flips, balancing poses, and more together in sync, but poor Twilight was having trouble just trying to stand up with her skates.

"Uh...maybe on second thought..." said Twilight barely keeping her stomach from hitting the ice.

"What are you talking about?" Spike protested, "You said you wanted to be helpful."

"Yippie!" "HA-HA!" Mario and Pinkie chortled as they skated by.

"Now get out there," said Spike as he pushed Twilight forward, but he pushed her so hard that she was soon going too fast to have any control over her momentum.

"Oh no, whoa, wow..." Twilight retorted as she tried to gain control of her momentum on the ice. Pinkie stopped skating while Mario went after her.

"Twilight, steer! Steer!" Pinkie shouted. Mario managed to keep her from going off the ice but Twilight was moving too frantically as he was soon holding onto her with his back hooves off of the ground.

"Yaaaaa!" Twilight screamed. Mario tried to get his back hooves on the ice, but it was no good.

"Oh boy..." said Pinkie as Twilight collided with her. The three all screamed. Spike was too busy laughing until they collided with him and crashed into the snow. Their collision had created a snowpony made out of three snowballs. Spike at the top, followed by Pinkie in the middle, and Twilight as the bottom ball. Where was Mario? He was the platform underneath the snowpony.

"Pwuh!" Spike spluttered, poking his eyes out of his snowball. Pinkie and Twilight just blipped as they poked their eyes out of their snowballs.

"Mmmmmmm-Mmmmmmm!" Mario said muffled from underneath the snow. Spike rolled off of Pinkie and Twilight laughing as the two ponies moved over so Mario could poke his head out of the snow.

"Ha, ha, you are a natural, Twilight," Spike laughed, "A natural disaster."

"Twilight, you did a great job your first time around," said Pinkie cheerfully, "I'm sure my first time was just as wobbly and bobbly and crasheriffic as yours."

"Really?" said Twilight hopefully. But then Pinkie's usual smile went straight.

"No," said Pinkie point blank. Spike just chuckled, Mario gave him a death glare, and Twilight felt rather discouraged.

"But did I make you feel better?" Pinkie asked.

"Mm-hmm, yeah, I guess," Twilight answered, unable to hide the disappointment in her voice.

"I think you'll be super awesome at something that keeps your hooves on the ground," Pinkie suggested, "I know Fluttershy could probably use your help with the critters."

"Well...I'm pretty good with little animals," said Twilight, "Yeah, I'll go help her." Twilight then tried to skate away.

"Uh...it's, ah, that a-way," said Pinkie, pointing in the opposite direction.

"Yaaaaaa!" Twilight screamed as Spike continued to laugh. Mario angrily dumped a pile of snow on Spike before skating off to go catch Twilight. Spike just popped out of the snow pile indignantly before catching up with the two ponies. Finding Fluttershy was easier than they thought since they found her near a large collection of holes in the ground. The yellow Pegasus had just used her bell and was now halfway inside a nearby hole.

"Wake up, little sleepy heads," said Fluttershy gently, "Hope you had some wonderful dreams and restful hibernation, but it's time to get up now, spring is coming." Two little hedgehogs yawned and came crawling out of their holes.

"Aww, how cute," said Twilight as the two hedgehog walked away.

"Hey, there!" Mario waved to them. They began to say something in their language to him, but Mario understood what they were saying.

"Oh, ok, just this once," said Mario as he did a few spin jumps for them and rolled around in a ball. The two hedgehogs applauded him.

"Hey, it's thank to you guys I can do that," said Mario as he waved them good bye.

"They are cute, aren't they?" Fluttershy replied once Mario was finished, "This is my favorite task the whole season, when I get to see my little animal friends again."

"Uh, what's "hibernation"?" Spike asked, saying the last word slowly.

"It's like a long sleep," Fluttershy answered.

"Long sleep?" Spike repeated.

"Yes," said Fluttershy as she rang her bell again at another animal hole, "Wake up, little porcupines. Animals often hibernate through the winter to save their energy and eat less food."

"I definitely like the idea of hibernation, uh, except for the "eat less food" part," said Spike as two porcupines exited the hole. They yawned as they went to give each other a hug, but then yelped as they ended up sticking each other with their quills.

"Oh, would you just look at all these warrens and dens," said Fluttershy as they all surveyed the dozens of holes filled with animals, "I'm worried that I won't be able to wake up every animal before spring comes."

"Well, Mario and I can help, Fluttershy," Twilight suggested.

"You will?" said Fluttershy happily, "Oh that would be wonderful." Fluttershy then handed Twilight a bell. Mario pulled out a spare from his saddle bag and followed Fluttershy towards the other dens. Twilight looked around to decide which hole she wanted to try first.

"Okay, let's start there," said Twilight as she made her choice. She gave the bell in her mouth a light ring.

"Hello?" said Twilight as she peeked inside, "Wake up little friends, wherever you are. Spring is coming." Twilight gave her bell another ring.

"I wonder which cute little furry creatures I've awoken," Twilight said excitedly. She soon got her answer as three creatures gave her a loud hiss.

"Waaa! Snakes! Snakes!" Twilight yelped and backed away. She walked right past Fluttershy and Mario, who had just taken care of a couple of dens when Twilight went by and right into a large cave. Twilight then ran out screaming as some bats came flying out. She was so focused on running away that she ran into a tree.

"Ugh!" Twilight grunted. Mario and Fluttershy just looked up at a nearby beehive fell from its branches and landed right into her head. Twilight screamed again and ran from the chasing bees into another hole.

"Ugh!" Twilight groaned, but this time because the hole she had run into belong to a couple of skunks. Spike held his nose and Mario covered his own as the two skunks walked out, stink and all.

"Good morning, friends," said Fluttershy sweetly. Twilight just groaned from inside the cave.

"I'll get her," said Mario, his voice nasal from trying to keep the smell out. He then equipped a beehive suit with a gas mask. He couldn't help but do the "Darth Vader" breathing as he went to retrieve his best friend. It didn't help that Twilight screamed when he saw him either. Once she realized it was Mario, she let him carry her back to the library.

As Mario waited in the main library area, Spike was with Twilight in the pantry room since the only cure for skunk smell was bathing in tomato sauce (or paste I don't remember which it is). Spike was busy washing Twilight as she just sat in the tub groaning. Not only was she stinky, but her face was covered in bee stings.

"All this Winter Wrap Up stuff is a lot harder than it looks," Twilight sighed before adding bitterly, "For most of us..." Twilight glared outside the door where Mario was waiting for them, but Spike didn't seem to notice.

"Right, because there's no magic," Spike replied, his voice nasal since he had a pin over his nose to reduce the smell from entering his nostrils, "Why don't you just use magic, Twilight, and get it done the right way?"

"No, no, no!" Twilight retorted, "I'm gonna find some other way even if it kills me."

"Twilight don't say things like that," Mario replied outside the door since the door didn't block out any of the conversation.

"You stay out of this!" Twilight yelled angrily as Spike dumped another can of tomato sauce on her head. Mario was hurt and just kept quiet until Twilight came out so he could give her the cream that would heal the bee stings.

Once Twilight was stink free and healed, the three friends quietly made their way towards Sweet Apple Acres.

"Keep pushin', Caramel," said Applejack from the distance, "That's it, Bumpkin. I know it's hard work, but you guys are doing great. Yee-haw!"

"Hey Applejack," said Twilight as she, Mario, and Spike arrived, "How's everything going?"

"Oh just dandy," Applejack replied, "A little slow startin', but peachy all the same. There's alot of ground to clear, ya hear? We can't even start the plantin' and the waterin' until we git all this heap of snow hightailed outta here."

"Okie Dokie!" said Mario, "Just watch this!" Mario then jumped into the air, curled into a ball, rolled himself about to dig into the snow and then sped away, while his trail was thinner than the other colts pushing the snow plows. He was still clearing the land at a much faster pace. Twilight just rolled her eyes at him before remembering why she was there.

"Well, I'd like to help," Twilight offered.

"Well, I...I dunno Twilight," said Applejack, not sure about Twilight's offer.

"Just give me a chance," Twilight proposed, giving the orange pony a toothy smile.

"Well, I never turn down a hard worker, but..." Applejack didn't get to finish as Twilight walked over to the snowplow and climbed into it.

"Ugh...Ugh," Twilight struggled and gasped as she tried to move the snowplow, but she couldn't get it to budge. She stopped for a second and looked back. Both Spike and Applejack just shook their heads. She then remembered that Spike had said:

Think of how much quicker they could wrap up winter with your magic.

Twilight still wasn't sure until Mario zoomed by next to her at high speed. Her hesitancy seemed to disappear one she saw the colt easily clearing the snow without a snowplow.

"I could use a come-to-life spell," said Twilight and then made her horn glow, "Hwww...here goes..." Soon the snowplow began to move on its own at a steady pace. Twilight then moved at the same speed to avoid any suspicion. The other colts thought something was off and it wasn't because she was a mare. But Applejack was no dummy either.

"Hmm. She's awful strong for such a little pony," she remarked suspiciously. Spike then noticed the faint glow and smiled.

"That's my girl, following my advice," said Spike.

"And what in tarnation does that mean?" Applejack asked, glaring at him. Before Spike could answer, Twilight suddenly realized that her snow plow was picking up its pace. Soon it was pushing her forward and she couldn't control it anymore.

"Uh-oh," Twilight gasped, "Slow down. Slow down!" But it was no good, her snowplow was running out of control. She barely avoided the other colts and soon found herself creating a large snowball in front of her plow. She tried hard to regain control, but because she couldn't see, she ended up colliding with Spike and Applejack. Spike yelped.

"Whoa-oa-oa!" Spike and Applejack cried out as they went round and round inside the snowball.

"What's going on?" Applejack demanded, speaking each sentence when her head rolled above the plow, "Wha'd'ya do? You used magic, didn't you?" Before Twilight could reply, they collided into a dirt wall barrier near a nearby hill. Since the hill was loaded with snow, it caused a large avalanche. The snow covered a large portion of the land the colts had been spending most of the day clearing. They all gave Twilight a distant glare as the two ponies and Spike popped themselves out of the snow. Mario had just arrived to get them out.

"Nuts, Twilight," said Applejack sternly, "you used magic."

"The nerve," Spike added in disapproval, "Can you believe her?" Applejack just glared.

"It was your idea, genius!" Mario retorted, not letting Spike dump all the blame on Twilight. Spike just chuckled sheepishly.

"That's not how we do it 'round here, Twilight," Applejack scolded severely, "and especially not around MY FARM!" Poor Twilight was on the verge of tears.

"Well, see, I just wanted to..." Twilight couldn't say anymore and just let out a whine before taking off at fast as she could. Applejack soon regretting being so harsh to Twilight as Mario went after her.

"Twilight, Twilight wait!" Mario called as he caught up with her and got in front of her, "I know it was an accident and Applejack just lost her..."

"Just leave me alone!" Twilight yelled as her voice cracked, "I don't need you showing me that you can do anything while I can't seem to do anything at all!" Twilight then took off again but this time Mario just sat in the snow as she disappeared. As he watched her leave, a few tears left his eyes.

It was late afternoon by the time both Mario and Spike had found Twilight hiding inside of a bush just outside the town hall building.

"Come on, Twilight," said Spike, "Come on out." Mario said nothing. He was still hurt over being yelled at and wasn't sure of how he could help.

"I'm a winter mess up," said Twilight sadly, her voice muffled by the bush.

"Well, you're good at a lot of things," Spike pointed out, "Just not nest-making, ice-skating, animal-waking, and snow clearing.

"Thank a lot for making me feel so much better," Twilight remarked with a small whine.

"That's what I'm here for, sister," said Spike proudly and Mario face-hoofed himself.

"I don't know if it is the lack of sleep or not, Spike," he said sternly, "but you're sensitivity to Twilight's problems has really been off today."

"Oh, and like yours?" Twilight snapped, "Always acting like everything is so easy, making me look like a big goof off?" Mario looked away.

"Ease off on the guy, Twilight," said Spike, "he's not doing that on purpose."

"I can't help it if these jobs come easy for me," said Mario, "I didn't expect you to hate me for it." Twilight just let out a long and loud sigh.

"I don't hate you, Mario," said Twilight softly, "It's just I..."

"Rainbow Dash, y'all on the weather team need to melt the rest of the snow here on the ground and in the trees, pronto," Applejack ordered a few feet away. Apparently, something was up as she, Rainbow, and Fluttershy were just outside town hall.

"Got it," Rainbow replied and went to take off, but was then stopped.

"Wait," said Fluttershy, "My poor little animals' homes will get flooded if the snow melts too fast."

"Got it," said Rainbow and went to leave, but was stopped again.

"I'm tellin' you, Rainbow," Applejack said, losing her patience, "you gotta melt that snow now."

"No, you simply must wait," said Fluttershy.

"Okay," said Rainbow, unsure about what to do.

"Go" said Applejack.

"Stop" Fluttershy said after.

"Go"

"Stop"

"GO"

"STOP"

"Ugh! Make up your minds!" Rainbow snapped loudly.

"Oh! What in Equestria are all you arguing about?" Mayor Mare demanded as she arrived to stop the noise, "This sort of silliness is why we were late for spring last year, and the year before that, and the year before that."

"Did she say late?" Twilight and Mario said together, rather surprised as Twilight poked her head out of the bush.

"I was hoping my amazingly inspirational speech would urge everyone to do better than last year," Mayor Mare continued, "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 chucks too big to melt..."

Pinkie just shrugged her shoulders sadly, not understanding what went wrong.

"...The nest designer is horrendously behind, we need several hundred, and she's only made one...oh wait...thirteen...but still not enough..."

Poor Rarity had spent so much time trying to fix Twilight's poorly made nest that she neglected to make the rest. Rarity began to sob loudly before planting her face into the nest.

"...And don't get me started on all the clouds in the sky, the icicles on the trees..." Mayor Mare said worriedly, "This isn't good, not at all."

"And it's gonna be to pieces disastrous if we can't get our seeds planted," Applejack added.

"Chillax Applejack," Rainbow replied, "We're bustin' our chops as fast as we can."

"No, not fast," Fluttershy warned, "we have to wake animals slowly." It was then Big Macintosh arrived with Caramel by his side, looking glum and nervous.

"Uh AJ?" Big Mac spoke up. Applejack looked at Caramel's face and knew what had happened.

"Oh good gravy," Applejack retorted, "Caramel lost the grass seeds again, didn't he?" Caramel just gave an apologetic look.

"Eeyup." Big Mac answered for him.

"Ditzy Doo accidentally went north to get the southern birds," a Pegasus named Rainbowshine said next with a grunt.

"Oh that featherbrain," Rainbow replied, very annoyed, "Didn't she learn her lesson last year when she went west?" Soon pony after pony appeared and began to grumble and complain to each other. But not for long.

"Stop this at once," Mayor Mare said sternly, "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." It was then Twilight got a brilliant idea.

"Spike! Get my checklist and clipboard, STAT," said Twilight.

"Eh, yes, ma'am," said Spike.

"Mario, are you thinking what I'm thinking?" Twilight asked and Mario smiled.

"Let's do this!" Mario replied confidently. Twilight gave him a quickly hug, making him blush a little before Twilight addressed the arguing ponies.

"Stop, everypony!" she called out, but could not be heard with all the arguing.

"Stop!" Twilight tried again as a bird chirped next to her. The ponies were still arguing when...

CHIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIRP!

Twilight used her magic to enhance the bird's chirping to make it louder and stronger. Everyone stopped arguing and turned to face her. The bird didn't take fondly of being used as a whistle.

"Sorry," Twilight said quickly to the bird before addressing the crowd, "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." With a clipboard in one hand and a quill in the other, Spike was ready for action.

"So...what do I do?" Mario asked.

"Well, since you seem to be good at alot of the jobs," said Twilight, "I'll need someone to help supervise and manage each job so they get done quickly and correctly." Mario just smiled.

The first step was gathering all the materials needed to create the nests for the southern birds. Rarity had the help of Mario and several other ponies in making sure that the nest were made and put in their proper places in the trees.

Then Mario and Twilight worked together to create a routine to help Pinkie and her group cut the ice into properly sized chunks. Of course Pinkie asked Mario to skating alongside her and for once, he conceded. This got the ice cutting done in just a couple of trips across the ice.

Back at Sweet Apple Acres, Applejack began to coordinate the colts pulling to snow plows so they were clearing the snow side by side. As the snow was cleared, another group of ponies began to drop the seeds into the fresh soil behind them. Mario was able to use his spin move to clear the land and then plant the seeds in his own way. Applejack was very satisfied with the work as she and Twilight shared a high hoof together.

Twilight than had Mario tied together multiple bells over each underground den. That way when Fluttershy pulled the rope. She was able to wake up all her little animal friends at the same time. Twilight then gasped as a set of familiar snakes slithered by. Mario, Fluttershy, and Spike just smiled at the snakes. Then they noticed that Twilight had disappeared until they looked up and found her trembling as she held a tree branch for dear life. She just smiled sheepishly until Mario stood on his hind legs and held out his fore-hoofs so she could jump down. Mario caught her and gave her a warm smile. While Twilight rolled her eyes and tried to look annoyed at Mario, the blush on her cheeks said otherwise.

Spike then gave off a loud whistle. That was the signal for Rainbow to summon her team of weather ponies. By working together, they created a horizontal cyclone that sucked up all the surrounding snow off the ground, the trees, and even far away hills and mountain tops. It also helped clear away the winter clouds to allow the late afternoon sun to shine brightly in the sky. Just in time too, since the sun was able to successfully break the ice on all the lakes as well.

Even after the sun had set and nighttime fell, all the ponies were hard at work farming and tilling to land so all the crops were planted and ready for growing. Even Mayor Mare and Twilight pitched in to bring additional supplies that were needed. Of course, Mario's freight cars and his personal freight train made transporting the needed supplies much faster. And it ensured that everything would be ready to go by the time the sun returned to the sky.

By next morning, the Pegasi in charge of bringing all the southern birds had arrived. The birds happily made their way towards the finished nests and settled into their new homes. Other spring time animals like frogs and turtles and lots of beautiful butterflies had also made their return to Ponyville. Back at Sweet Apple Acres, the ponies were busy watering the grounds to the plants had what they needed to start producing a new crop of fresh fruits and vegetables.

Twilight stood just outside the outskirts of Ponyville as Mario walked beside her. It was a long and hard effort, but at last, their work was done. Mayor Mare approached the two ponies.

"I can't believe it. Spring is here!" said Mayor Mare, "On time! And we have you to thank for it. If it weren't for your organizing skills and Mario's supervising skills, we would still be arguing."

"Eeyup," Big Mac said in agreement and all the ponies laughed.

"It was a team effort," said Twilight.

"Yeah, we were happy we could do our part," said Mario as Twilight nodded in agreement.

"And since you two helped every team, we have an official vest for each of you," said Mayor Mare, "We give Twilight the title: "All-Team Organizer" and for Mario "All-team Supervisor"." Rarity then used her magic to equip each vest on the two ponies. Twilight's was blue and green with golden yellow edging around the neck and button line. Mario's was a similar design, but in shades of blue and grey with a golden yellow edging. The two ponies smiled at their new vests.

"Gosh, I don't even know what to say," said Twilight surprised.

"Thank you, everypony," said Mario in amazement.

"And hereby I declare that winter is...wrapped up on time," said Mayor Mare and everyone cheered. It was then Applejack noticed that Spike had disappeared and she soon found out where he was. He had apparently fallen asleep on top of a lone ice block.

"Spike's sure gonna be in for a hog-sized surprise when that last piece of ice melts," Applejack chuckled and everyone else laughed.

Later that day, Twilight and Mario were back at the library. Like Applejack had predicted, Spike soon realized his mistake, but ended up getting a cold from sleeping on the ice flow and falling into the water. He was now sitting by Twilight's fireplace, bundled up in a robe, as he wrote their letter to the Princess. He was also doing his best to make sure his sneezing didn't accidentally burn up or send the note he was writing.

"Dear Princess Celestia," Twilight recited to Spike,

"Winter Wrap Up was one of the most special things Mario and I have ever been a part of here in Ponyville. It helped us learn that 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.

"How's that sound Spike? Spike?" Twilight then turned to see that Spike had fallen asleep again and was just snoring with the letter still in his hand.

"Oh Spike," said Twilight and Mario together and shared a good laugh. Spring was here. Thanks to two very special ponies and their friends.

Phew. Trying to write out a long song isn't easy. I hope my first try wasn't too bad. I'm no good at lyrics so I hope just sticking Mario in where he could fit works for everypony.

Peace Pony Fans

Call of the Cutie

Pony's Log Number 112 - It can be hard when everyone around you is getting something you want, especially when others make you feel like you're missing out...

Along the edges of Ponyville, one could say there stood a building that marked the halfway point between the main town and Sweet Apple Acres. It was a schoolhouse. The location where young ponies would come and be educated in the skills they needed to find their future careers as well as how to put their cutie mark talents to good use. The school bell rang at the top tower of the school as the students inside began to chatter about various topics and subjects. Several of the young ponies already had cutie marks on their flanks. Miss Cheerilee, whose cutie mark was three happy flowers, stood before the chattering students.

"Let's quiet down please," said Miss Cheerilee, "We have a very important lesson to get to." It wasn't much longer before all the students quieted down to give her their full attention.

"Thank you," she replied, "Today we are going to be talking about cutie marks."

"Bo-ring," said a filly named Diamond Tiara. She had soft pink hair with lavender mane with white highlights and a diamond tiara on her head.

"You can all see my cutie mark, can't you?" Miss Cheerilee asked as she continued with her lesson, "Like all ponies, I wasn't born with a cutie mark. My flank was blank." She showed a picture of herself as a little baby.

"Aww...! She's so precious," said a young filly who had a strong lisp on her voice named Twist. She was a cream-colored pony with a red mane and tail that could rival Pinkie's in terms of cotton candy poofy-ness. She also had a pair of blue thick rimmed glasses that added to how cute she was.

"Then one day, when I was about your age," Miss Cheerilee continued, "I woke up to find that a cutie mark had appeared." Miss Cheerilee then showed a picture of herself with her cutie mark and with an attire that clearly screamed her days as a teenage rebel and some little ponies laughed.

"Look at her hair!" said a young pony in the background.

"Yes I know, but honestly, that's how everypony was wearing their mane back then," said Miss Cheerilee with a discreet eye roll at their laughter, "I had decided to become a teacher, and the flowers symbolized my hope that I could help my future students bloom if I nurtured them with knowledge. The smiles represented the cheer I hope to bring to my little ponies while they are learning..." Some ponies were listening attentively with smiles on their faces, others looked bored and were just looking at their hooves. Some, like certain tiara wearing pony, were annoying other ponies since they flat out didn't care about what Miss Cheerilee was saying, "Now can anyone tell me when a pony gets his or her cutie mark?"

"Oh! Oh! Oh!" said Twist as she raised her hoof and answered, "When she discovers that certain something that makes her special!"

"That's right, Twist," said Miss Cheerilee, "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..." By now Apple Bloom had grabbed a pencil in her mouth and was just taking notes as Cheerilee continued her lecture.

"...Discovering what makes you unique isn't something..."

"Pssst!"

"...that happens overnight, and no amount of hoping, wishing..."

"Pssst!"

"...or begging, would make a cutie mark appear before its time."

"Pssst!"

"What?!" Apple Bloom snapped, annoyed at all the noise making. Diamond Tiara held a note in her mouth, and gestured to Silver Spoon, a grey pony with whitish grey mane in a braid and some red oval shaped glasses on her face, was motioning for the note. Apple Bloom thought nothing less and just grabbed the note with her mouth.

"Apple Bloom!" Miss Cheerilee said sternly, causing both fillies to pull apart. Poor Apple Bloom still had the note in her mouth while Diamond Tiara put on a innocent smile on her face, "Are you passing a note?"

"Uh, I...Um..." Poor Apple Bloom couldn't explain herself and Diamond just watched with a vicious smile on her face as the note hit the floor.

"What could be so important that it couldn't wait until after class?" Miss Cheerilee asked when she noticed the note had nothing on it, "It's blank."

"Remind you of anypony?" Diamond asked out of the blue with laugh. Apparently Apple Bloom hadn't earned her cutie mark just yet. The other students began to chuckle and whisper to each other as the yellow filly just sunk into her seat.

(Theme song)

Soon the school bell rang to signal the end of another day of learning and everyone made their way out of the building. Apple Bloom was feeling rather glum and was still embarassed at being put on the spot earlier that day. Her friend Twist was in high spirits and she mimicked Pinkie's bounce.

"Wants some sweets?" Twist offered, "I've got some peppermint sticks. I made them myself."

"Mm-mm," Apple Bloom answered, but she clearly wasn't listening.

"They'll make you smi-i-le," Twist offered again.

"No..." said Apple Bloom in a depressed tone. It was then a certain tiara wearing pony and her best friend decided to make themselves known as they walked in front of the two fillies.

"I don't know why we had to sit through a lecture about getting a cutie mark," Diamond Tiara complained to Silver Spoon, "I mean, waiting for your cutie mark is sooo last week. You got yours, I just got mine. We all have them already." She then did a gasp. Yet the gasp was clearly not a sincere one.

"I mean, almost all of us have them already," Diamond Tiara continued, looking at Twist and Apple Bloom, the former looked indignant while Apple Bloom just kept a curious look on her face, "Don't worry you two, you're still totally invited to my cute-ceanera this weekend." For those who are wondering what that is, it is the pony equivalent to a quinceanera. Except rather being celebrated at a certain age, it was held when a filly earns her cutie mark. The fact Diamond Tiara and Silver Spoon came from high class families gave them more reason to brag over such a party.

"It's going to be amazing," Silver Spoon added.

"It's a party celebrating me and my fantastic cutie mark," Diamond Tiara bragged, showing her cutie mark was of a five pronged tiara, as if she wasn't conceited enough wearing one on her head, "How could it not be?" The two began to do a small dance together.

"Bump! Bump! Sugar lump, rump!" Diamond Tiara and Silver Spoon sang as they finished their dance by smashing their back ends into each other, showing off their cutie marks with a laugh.

"Gimme a break," Apple Bloom muttered with a long face.

"See you this weekend..." said Silver Spoon.

"Blank Flanks!" The two wealthy ponies said together before laughing as they walked away. Until a certain peach colored pony with reddish hair and a star cutie mark stood before them. Diamond Tiara and Silver Spoon knew who he was. (And I bet you know to). He just gave them both a blank stare. Silver Spoon took a step back while Diamond glared back.

"What are you doing here?" Diamond asked snootily, "Shouldn't you be making your deliveries to my father or geeking it up at the Library?" Since the day Mario met Diamond Tiara, Mario had taken a polar dislike to her. Diamond Tiara seemed to snob him every time he came by. Mario tried to be kind, but eventually he stopped trying to make conversation with her...

...unless he knew she was up to no good.

"I already made my delivery," said Mario plainly, "and there's more to life than just studying you know."

"Tell that to Miss Cheerilee," said Silver Spoon with an eye roll. Mario chuckled. He found Silver Spoon much more tolerable. While she didn't have issues trying to be friendly with him, Mario could see the bad influence Diamond Tiara had in the way Silver Spoon treated others. He just couldn't understand why she would resort to being mean to save face, or reputation, or whatever.

"Trust me, it will be worth it in the future, Silver," said Mario, "I just hope there won't be any trouble at your party this weekend, Miss Tiara."

"Who said you are going to be there?" Diamond Tiara asked angrily. Mario leaned forward a bit.

"I happen to be the best friend and assistant to Pinkie Pie, who is planning and hosting your little cute-ceanera," Mario replied sternly, "and Apple Bloom just happens to be a close friend of mine if you get my drift." This was his big hint that he had heard what they had said. While Silver Spoon looked away, Diamond just glared.

"Whatever," she muttered and stomped away with her nose in the air. Silver Spoon soon followed, still keeping her eyes away from Mario. Mario watched them disappear before approaching Apple Bloom and Twist.

"Why were you takin' to them?" Apple Bloom asked curiously.

"I saw what they were doing," said Mario, glaring back at them, "And I know what it's like to be the one with the blank flank and get bullied for it. If they ever give you too much trouble, just let me know. I've got your back. Same for you Twist." Twist just smiled, but Apple Bloom was still too glum to fully appreciate the extra moral support.

Mario soon escorted Twist home and then brought Apple Bloom back to Sweet Apple Acres where Applejack was hard at work in the orchard. Apple Bloom was still fuming.

"It's not fair!" Apple Bloom complained as she paced about, "It's just not fair!"

"Don't get your mane in a tangle," said Applejack, You'll get your cutie mark. Everypony gets one eventually."

"But I don't want one eventually!" Apple Bloom retorted, "I want one right now! I can't go to Diamond Tiara's cute-ceanera without one, I just can't!"

"'Course you can," said Applejack.

"You sure about that," said Mario, "Take it from someone whose seen how the filly treats Apple Bloom and someone whose been at the receiving end of it in his younger days."

"People like that exist everywhere, sugarcube," said Applejack, "You just gotta learn not take their words to heart and spoil yer day or your fun at a party."

"Easier said than done, Applejack, but very true nevertheless," said Mario. While some bullies like Trixie, never grew out of it, he did know some fillies and mares that did. But that's another story.

"Y'know," said Applejack, "I was the last pony in my class to get my cutie mark, and I couldn't be prouder of it. I knew my future was to run Sweet Apple Acres, and these bright shiny apples sealed the deal..." As Applejack continued to talk, Apple Bloom continued to pout and pace about nearby when Applejack gasped, "...Come to think of it, Granny Smith was the last one in her class. Huh, same as Big Macintosh."

"I really don't see how that's supposed to make me feel better," said Apple Bloom as she sat down and leaned her fore-hooves onto a bucket of apples, "It probably means being the last one in your class to get a cutie mark runs in the family."

"What about you Mario?" Applejack asked curiously. Mario chuckled.

"You'd be surprised but I was also the last in my class to get my cutie mark," said Mario.

"Seriously?" Apple Bloom said in shock and Applejack also looked in surprise.

"It's true," Mario answered, "Alot of the students in school, before magic school that is, were getting their cutie marks at ages younger than Apple Bloom, yet...there I was being the only blank flank for years! I still remember the nickname bullies gave me: "last blank standing" and oh how I despised that name. It wasn't until just before I entered magic school that I even got my cutie mark. How bad would the bullying had been if I had started without one, especially when all the first year students had their cutie marks." Mario shuttered at the thought as Apple Bloom continued to sulk.

"Well, being last still runs in this family," Apple Bloom repeated, but then realized something, ...runs in the family. Runs in the family! Runs in the family!" Apple Bloom excited runs over to Applejack and pecks out from behind her.

"You've got apples for your cutie mark," Apple Bloom pointed out to Applejack, "Granny Smith has an apple pie. Big Macintosh has an apple half, my unique talent has som'n to do with apples! Apples, apples, apples!" Apple Bloom began to hop and jump about excitedly until...

CRASH!

She landed into a bucket of apples and knocked its contents all over the grounds.

"Oops...heh, apples," said Apple Bloom sheepishly. Applejack just sighed to herself as Mario chuckled quietly. It wasn't much longer that Applejack had Mario transport some apples with his freight cars so she and Apple Bloom could sell them to customers in the town's market place. Apple Bloom was eager to get selling as she had a white apron on along with her sister. Mario just watched the two sisters do their work.

"Get your delicious, nutritious apples here!" Applejack called out to ponies nearby.

"Delicious and nutritious, and so many uses!" said Apple Bloom, balancing an apple on her head and tossing it into her mouth to gobble it up, "You can eat 'em..." She then swallowed the apple. "...Play with them..." She then tossed an apple in the air, grabbed a nearby racket and swung to smack the apple away. The apple splattered onto the racket and the rest towards a random passerby.

"Hey watch it!"

"Create fine art for your home with 'em," Apple Bloom continued as she bucked an apple onto someone's art canvas. The pony using the canvas just glared as Applejack looked rather embarassed. Mario just continued to chuckle quietly in the background with his train of empty freight cars.

"Heh...she's so creative, heh," Applejack replied sheepishly as Apple Bloom approached a nearby colt.

"You, sir, care t' buy some apples?" Apple Bloom offered.

"No thanks," the pony, who name was Dr. Hooves answered.

"Why not?" Apple Bloom asked, taking a step forward.

"I have plenty at home," Dr. Hooves replied, taking a step back.

"Are you sure?" Apple Bloom asked him directly, making the colt very uncomfortable.

"Yes, I'm pretty sure I..." Dr. Hooves tried to answer.

"You're pretty sure, but you're not absolutely, positively, completely super-duper sure, are you?" Apple Bloom questioned, backing the poor colt into a corner, so to speak.

"Y...ah..If I buy some apples, will you please leave me alone?" he asked feebly. Apple Bloom's stern look flipped over instantly.

"All right!" she replied cheerfully. Dr. Hooves only grabbed one apple, tossed a few coins into Applejack's front apron pocket and took off. Mario just looked worried.

"Well that's one way to force a sale," he remarked. While he had never owned a business himself, he had taken several business management classes in his later school years. After his whole ordeal with athletics, he just felt some business knowledge would come in handy in the long run. Either way, he knew Apple Bloom's sales tactics were leading into trouble.

"You forgot your change!" Applejack called out, but Dr. Hooves was already gone.

"Woo-hoo!" said Apple Bloom, feeling pleased with herself, "That's how you sell s'm apples and get a cutie mark!" Apple Bloom began to walk around in circles like a dog chasing its own tail.

"So, what does my cutie mark look like? a shoppin' bag full of apples? A satisfied customer eating an apple?" Apple Bloom noticed that her flank was still blank. "Hmm...maybe I need to increase my sales figures first." She then noticed someone else checking out the apples on the stand.

"You touch it, you buy it!" Apple Bloom said sternly, but the pony just reeled back and ran off. She then noticed someone else looking about, "We take cash or credit." The second pony just looked indignant as Applejack pulled Apple Bloom out of the pony's face. Mario just put a hoof over his face and shook his head.

"I'm sorry, ma'am," said Applejack and turned to speak to her sister, "Aww...Now Apple Bloom, you can't just..." Applejack was too late as Apple Bloom dropped some apples into Bon Bon's saddle bag.

"That'll be four bits," said Apple Bloom plainly.

"I didn't put those in my bag," Bon Bon answered as a matter of fact.

"Likely story," Apple Bloom replied with a stearin look, "Four bits, lady!" Applejack then grabbed Apple Bloom by her giant bow and pulled her away.

"Apple Bloom!" Applejack scolded before apologizing to Bon Bon, "I am really sorry about that. She's new. Here, take these. No charge." Bon Bon just looked as Applejack gave her a few more apples, but Bon Bon only glared.

"And these," Applejack offered her more apples in the second pocket of Bon Bon's saddle bag, but Bon Bon just kept glaring. Applejack sighed.

"And these," Applejack replied before giving Bon Bon another bucket loaded with even more apples onto her back. Bon Bon groaned as she gave Applejack a strained smile and carried all the apples away. The apple stand was now nearly empty. Mario just sighed at the sight.

"There's go today's profits," he said to himself.

"Y'all come back now, y'hear?" said Applejack before giving Apple Bloom a glare.

"What?" Apple Bloom asked in a clueless manner.

"Sorry, little sis, but your apple-sellin' days are over," said Applejack firmly before pulling off her little sister's apron.

"What?" Apple Bloom exclaimed in disbelief, "But how else am I gonna get my cutie mark?"

"Home. Now," Applejack said sternly, but unlike before, Apple Bloom didn't leave. She grabbed her apron back and pouted as she held the apron in her mouth.

"Ugh. Listen, sugarcube," said Applejack more gently, "I know it's hard to wait for your very own cutie mark, but, you can't just force it. Besides, you're not that grown up just yet. Ain't there other fillies in your class without one?" Apple Bloom just pondered as she sat hunched to the ground.

"Well...Twist doesn't have hers yet," said Apple Bloom.

"Well there you go," said Applejack with a smile, "bet you and Twist would have a great time together. Now run along and find your friend." Apple Bloom nodded and turned to leave before she remembered something.

"You're sure you don't want me to stick around til the end of th' market?" Apple Bloom asked. While Applejack knew her sister's intentions were genuine, she knew keeping her sister around would do more harm than good.

"Hey! Who's been using my racket?" a pony named Ace Point demanded.

Eeyup, more harm than good.

"Yeah, I'm sure," Applejack wearily.

"Come on Apple Bloom," Mario offered to get Apple Bloom out of the market, "I gotta get Applejack some more apples and Twist's home is along the way." Apple Bloom smiled since she enjoyed getting a ride on Mario's freight train. Mario used his magic to put the little filly inside of the freight car closest to his harness, give a whistle and the two were on their way. It didn't take long before Mario brought Apple Bloom to Twist's home. He waited for her to see how things would go before leaving. Apple Bloom just quietly knocked on the door.

"Oh, what's up, Apple Bloom?" Twist asked curiously as she opened the top half.

"So I was thinkin'..." said Apple Bloom slowly, "maybe we could go to Diamond Tiara's cute-ceanera together. I don't have a cutie mark, you don't have a cutie mark."

"Well, um..." Twist replied slowly before opening the bottom half of the door. Apple Bloom gasped when she noticed that on Twist's flank was a pair of candy canes shaped into a heart.

"Isn't my cutie mark swell?" Twist asked excitedly, "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?" Apple Bloom just at sat looking a bit stunned as well as glum.

"Yeah, pretty...sweet," Apple Bloom replied, failing to hide the sadness on her voice.

"Hey...this doesn't mean we can't go to the cute-ceanera together," said Twist, "You're still gonna come to the party, are you?" As if this couldn't get any worse for the yellow filly, two particular wealthy fillies were walking by. They had seen and heard everything.

"Of course she will," said Diamond Tiara smugly.

"It's not like being the only pony there without a cutie mark would be, like, the most embarassing thing ever," Silver Spoon added spitefully as the two fillies laughed. Poor Apple Bloom just bit her lip and her eyes became big, looking like she would burst into tears at any moment. Mario looked at her sadly before giving the two wealthy fillies an unnoticeable death glare. He then noticed them approaching his side. With a devious smile on his face, he quietly used his magic to make an exhaust pipe appear behind his fore-legs.

WHEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEESH!

The loud burst of steam only made Silver Spoon jump with fright, but poor Diamond Tiara jumped a good ten feet into the air with a loud shriek as Mario quickly put the distraught Apple Bloom into his front freight car and pulled his train away. Diamond Tiara was left frazzled and in shock for a few seconds before recomposing herself.

"YOU'RE GONNA PAY FOR THAT!" she screamed as Mario ignored her. She knew the threat was empty since Mario was good friends with her father. He always managed to justify his actions and expose her little schemes with ease. Plus the fact Mario did his deliveries as a volunteer worked to his advantage. It would only hurt her father's business to have him fired...and she'd get the blame for it.

In all the commotion and Mario's efforts to help Apple Bloom, neither of them realized that Apple Bloom had left Twist's question about going to the cute-ceanera unanswered. Fortunately, the commotion had made Twist forget about her question anyway. Mario had done his best to cheer Apple Bloom up, but even a warm hug and an open ear didn't do much to help Apple Bloom feel any better.

It was the day of the party and the depressed filly just sat quietly by herself near one of the town's water wells. It wasn't too long before a certain blue Pegasus appeared from above her.

"Whoa, looks like somepony's got a dark cloud hanging over their head," said Rainbow, "Let me do something about that." Rainbow then literally moved a huge black cloud from above Apple Bloom's head.

"What's the matter, kid?" Rainbow asked as she made her landing. Apple Bloom looked at her sadly before inhaling deeply.

"There's a cute-ceanera this afternoon and everypony in class will be there and they'll 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!" Apple Bloom said all that with one breath, giving a loud whine at the end. Rainbow just soaked everything in.

"Cutie mark?" said Rainbow, "I can get you a cutie mark like that!" She used her tail make the sound of a finger snap as she finished her sentence.

"Applejack says these things take time," said Apple Bloom, "I just have to wait for it to happen."

"Why wait for something to happen when you can make it happen?" Rainbow suggested.

"But Applejack says th..." Apple Bloom began.

"Why, who are you gonna listen to, Applejack," Rainbow interrupted, making a mocking face and pose when she said the orange pony's name, "or the pony who was first in her class to get her 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 KAZAM, this sweet baby appeared as fast as lightning." Apple Bloom smiled, clearly impressed. Soon they were both donning some exercise headbands and Apple Bloom was busy doing some push-ups.

"That's right, stretch out those legs," Rainbow instructed, making herself Apple Blooms coach, "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?"

"I'm ready!" said Apple Bloom with determination.

"I said: Are! You! Ready!" Rainbow repeated again.

"I'M READY!" said Apple Bloom loudly.

"Juggling, go!" Rainbow called, blowing a whistle around her neck.

"Ah!" said Apple Bloom as she tried to balance two rings of balls but ended up tripping and dropping all the balls she was juggling. They then headed towards a nearby cliff.

"Hang-gliding, go!" Rainbow called, blowing her whistle. Apple Bloom, now with a hang glider attached to her body, went to make a running start for taking off.

"Whoa!" Apple Bloom cried out as she tripped and landed skidding across the dirt upside down to just the very edge of the cliff. They moved into a dojo and were both wearing white robes.

"Karate, go!" Rainbow suggested next with a whistle blow.

"Hi-ya!" Apple Bloom cried out as she went to a dive kick at a nearby sandbag, "Eee..." Unfortunately the sandbag was so dense that when Apple Bloom kicked it, it made her body painfully twitch before she landed on her back. Their next idea...

"Ultrapony Roller Derby, go!" Rainbow suggested with a blow of her whistle. Apple Bloom was in full gear as she rolled past the Pegasus, but then winced fearfully as some more aggressive and experienced roller ponies growled at her.

"Whoaaa! Whoa..." Apple Bloom cried out as she tumbled forward into a somersault. The other roller ponies gasped before they crashed into her. Despite the piled mess of ponies and roller gear. Apple Bloom just smiled sheepishly as she rolled out of the mess unharmed.

Eventually Apple Bloom was reclining under a tree near Rarity's boutique as Rainbow went through her clip board containing a long list of things that they had tried to do to find Apple Bloom's cutie mark.

"Tried that one...tried that one...tried that one..." Rainbow said aloud to herself as she looked though the list. It was then Apple Bloom heard two familiar voices nearby. It was Diamond Tiara and Silver Spoon, for they had just come out of Rarity's boutique and Diamond had a large package on her back.

"You're new outfit is, like, perfect for the party," said Silver Spoon as they walked by.

"I know," Diamond replied, "It totally shows off my cutie mark."

"I love being special," Silver Spoon sighed to herself.

"Can you imagine how embarassing it must be to be...not special?" Diamond asked out of the blue.

"I don't even want to, like, think about it," Silver Spoon retorted before the two fillies walked out of sight. Rainbow was so busy with her list that she didn't even hear the fillies go by.

"Tried that one...tried that one," Rainbow continued to say to herself. Poor Apple Bloom was feeling miserable. It was as if they knew she was in the bushes the entire time.

"I'm doomed. Doomed!" Apple Bloom cried out to the world, "I'll never find sumth'n I'm good at!"

"You look like you'd be good at eating cupcakes," said a voice. Apple Bloom then noticed beside her was a very familiar pink pony with cotton candy hair.

"Eating cupcakes?" Apple Bloom repeated puzzled.

"Eating cupcakes?" Rainbow repeated as well in confusion.

"Eating cupcaaakes!" said Pinkie, bouncing up and down happily. Apple Bloom felt inspired...until she remembered that Rainbow was still trying to help her.

"I really appreciate all your help, Rainbow Dash," said Apple Bloom as she slowly backed away from the Pegasus as she thought of an excuse to leave, "You're a really great coach and I really learned a lot from you and I'm sure I can learn a lot more but...I've got some cupcakes to eat! See you at the cute-ceneara! Hold On, Pinkie Pie, I'm comin'." Apple Bloom zoomed away, leaving a stunned and indignant Rainbow behind.

"I can't believe I didn't think of this," Apple Bloom said excitedly as she headed into the kitchen area of Sugarcube Corner, "A cupcake-eating cutie mark, it's so obvious. Now, where are those cupcakes? I'm ready t' chow down!" Apple Bloom searched about but found no cupcakes available for eating.

"I don't have any cupcakes," said Pinkie as a matter of fact.

"Oh," said Apple Bloom, clearly disappointed.

"But you look like you'd be good at helping me make some," Pinkie suggested with a gasp.

"I guess, uh, making-cupcakes cutie mark could work too," said Apple Bloom to herself.

Ladies and Gentlecolts, welcome to another episode of Silly Songs with Pinkie Pie where Pinkie feels the delusional need to sing...a silly song...

All you have to do it take a cup of flour!
Add it to the mix!
Now just take a little something sweet, not sour! [Apple Bloom was ironically balancing a lemon on her head as it dropped to the floor.]
A bit of salt, just a pinch!

Baking these treats is such a cinch!
Add a teaspoon of vanilla!
Add a little more, and 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!

Don't even ask how Pinkie seemed to be popping out at random angles and even seeming to appear in two place at once. Just...don't. That was when Mario arrived.

"Thank Celestia that ended when I arrived," he muttered since he heard the singing from outside the kitchen.

"Once more time!" Pinkie shouted as she wrapped a fore hoof around the colt.

"Let's not!" Mario retorted as he shoved his own fore-hoof into her mouth, "I've got work to do." Mario just picked up a nearby box with his horn and exited the kitchen. Pinkie just watched him leave, forgetting he backed out of hearing her sing and went to help Apple Bloom. They spent the next few hours trying to make batches of cupcakes together, leaving the kitchen in a complete mess. Apple Bloom was busy mixing up another batch when the oven went off. She coughed a bit as some flour she bumped into hit her nose.

"Hot, hot, hot!" Apple Bloom exclaimed. She had grabbed the tray using her mouth with a cloth, but she could still feel the heat from the tray as she set it on the floor before Pinkie. Apple Bloom's cupcakes were burnt to a crisp.

"Oooh, those look much better than the last batch," said Pinkie as she ate one of the charred cupcakes, "Mmmm." Apple Bloom went to eat one, but made a face and spat it out.

"Ugh!" said Apple Boom ,feeling her eyes water, "I guess I'm not cut out to be a baker either." The little filly let out a long sigh.

"I just have to face it," Apple Bloom continued to rant sadly, "I'm gonna have a blank flank forever."

"What about that?" Pinkie asked curiously as she pointed to a white smudge on Apple Bloom flank.

"What about what?" Apple Bloom asked curiously and then noticed the white smudge on her flank, "Is there something on my flank? Is there, is there, is there?" Apple Bloom gasped as she used a dropped golden kettle to examine the smudge further.

"A cutie mark," she exclaimed, "It's a...a measuring cup?" No. A mixin' bowl? No...Are those cupcakes. A tower of cupcakes maybe." Apple Bloom hopes were dashed when Pinkie blew some air, removing what was just a simple stain of flour on her flank.

"Flour. It's flour," Pinkie replied excitedly as she hopped up and down, "Yay! I guessed it. What game you wanna play next? Please say bingo, please say bingo." Apple Bloom was too upset to answer as Twilight arrived.

"Whoa," Twilight exclaimed as she examined the messy kitchen, "what's been going on in here?"

"We've been making cupcakes," said Pinkie, "Wanna try them?" Pinkie held the baking tray of charred cupcakes. Twilight just cringed at the sight.

"Nnnno thank you...not that they don't look, heh, delicious," said Twilight sheepishly.

"Twilight, you have to help me!" Apple Bloom pleaded.

"What's the matter?" Twilight asked worried. Apple Bloom inhaled deeply, ready to tell her situation all in one breath once again.

"Tiara's cute-ceanera's today and everypony in my class will be there and they'll all have their 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, right now!"

"Uhh...I don't follow," said Twilight puzzled, "How can I help you?"

"You can use your magic to make my cutie mark appear," Apple Bloom proposed.

"On no, Apple Bloom," said Twilight, "A cutie mark is something a pony has to discover for herself."

"Please Twilight, jus trah," Apple Bloom begged.

"I'm sorry, but-"

"Oh please, please, please, please, please!" Apple Bloom pleaded desperately.

"All right, all right!" Twilight conceded.

"Oh thank you, thank you, thank you," said Apple Bloom excitedly. Twilight lowered her horn and used her magic to make a cutie mark appear on Apple Bloom's flank.

"Yes! I knew you could do...it," Apple Bloom looked at her new cutie mark, only for it to fade away not two seconds after it had appeared.

"I'm sorry sweetie," said Twilight, "But I told you-"

"Try again, try again!" Apple Bloom asked. Twilight just sighed as she did do, but the results were the same every time. As soon as Twilight made a cutie mark appear, it would disappear soon after. Apple Bloom's excitement faded with each disappearing cutie mark and soon Twilight was exhausted.

"Told you that not even magic can make a cutie mark appear before its time," Twilight replied, trying to regain some energy when Mario arrived to give her some water to drink.

"That is the sad truth Apple Bloom," he added, "If it was that simple, I would have used my magic to make myself a cutie mark before I had to go through all that misery as a foal."

"It's hopeless, hopeless!" said Apple Bloom as she walked sadly away, "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 names. It will be the worst night of my life."

"I'm sure it won't be as bad as all that," said Twilight.

"Clueless mare," Mario muttered. Twilight glared as Apple Bloom left the kitchen.

"Forget it, there's no way I'm going to that...party..." Apple Bloom gulped when she realized that by walking out of the kitchen and into the main room of the shop she had walked smacked dub in the middle of Diamond Tiara's cute-ceanera party. Mario could see her distress from the kitchen and went to save her, but was stopped.

"Mario, stay put," said Twilight.

"You don't know how those two fillies are," said Mario sternly, "They are like timberwolves ready to devour their next meal and Apple Bloom is their prey!"

"Mario, I know you want to help Apple Bloom, but she needs to learn to stand up to bullies on their own," Twilight explained. Mario just sighed.

"I just don't want anything bad to happen to her," said Mario sadly, "When I was little, I was in a similar situation. I was invited to a party only for everyone to tease and laugh at me for being the only pony without a cutie mark. It was years before I ever found the courage to go to another party...because I was alone in dealing with it..." Twilight gave him a sympathetic smile.

"I know you had to face a similar situation and you just want to support her," said Twilight, "but I can assure you that Apple Bloom won't be alone. Applejack is aware of how those fillies are and she's taken measures to ensure that Apple Bloom will have a good time at this party. Just trust her, okay?" Mario just gave her a reluctant nod. Back outside the kitchen, several ponies continued to chatter amongst each other as Apple Bloom realized where she was. She saw Diamond Tiara and Silver Spoon, dressed on their outfits and talking to everyone as they arrived at the party. Ponies from her class as well as older ponies that could possibly be parents, siblings, and friends of the family were there as well. Some of the younger ponies had brought gifts as well. One pony had taken a bite out of one of the cupcakes, only to spit it out. Apparently, Pinkie had put out the cupcakes Apple Bloom had made and decorated them for the party.

"How could I have forgotten the time?" she asked herself in a panic, "How could I have forgotten Pinkie Pie was hosting the party? How could I have forgotten it was at Sugarcube Corner?" Apple Bloom then noticed a chocolate statue and hid behind it when Pinkie put a party hat on her head.

"Don't forget your party hat, Forgetty Forgetterson!" Pinkie said cheerfully. Once the pink pony had bounced away, Apple Bloom zipped back behind her hiding place and quickly dashed over towards a tall cake Mario had baked.

"I have to get out of here before anypony sees me," said Apple Bloom before she saw someone approaching. Snails had arrived and took a huge bit out of the tall cake. Apple Bloom saw she was in plain sight and dashed for another hiding place.

"Hey! It's my cute-ceanera, I'm supposed to get the first bite of cake!" Diamond complained, but Snails just smiled, clueless to her rants. Apple Bloom had relocated behind a bunch of balloons...until a random unicorn appeared and was just mindlessly popping all the balloons as they danced. Apple Bloom then ducked under the punch table. Then she peeked out from underneath the table and noticed the exit to Sugarcube Corner. Apple Bloom quietly tried to tip-toe over to the exit with the table underneath her, only stopping once when a pony went to get a drank. She had just arrived at the exit and was home free when...

"Apple Bloom you made it," said Applejack as she walked inside right as Apple Bloom was going to leave, "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." The friends she was referring to happen to be Diamond Tiara and Silver Spoon, who saw Apple Bloom desperately trying to leave while Apple jack used her fore-hoof to push Apple Bloom further away from the door. They both had malicious smiles on their faces as the approached the yellow filly. Applejack headed towards the kitchen when Mario was about to walk out.

"Applejack, you can't possibly be that clueless to..." Mario was cut off when Applejack just gave him a smile and a look that said one thing: Hush and trust me. Mario conceded but kept a discreet eye on the three girls. He watched as Apple Bloom began to panic and managed to successfully pull the pink table cloth from under the punch bowl without spilling or dropping it. She then arranged the cloth so it looked like a makeshift pink dress. Apple Bloom gave a grunt as she tied the cloth into place.

"Well, well, well, look who's here," said Diamond Tiara in a tone that was far too sweet to be friendly.

"Nice outfit," Silver Spoon added in the same tone.

"Just sumt'n I, uh, pulled together last minute," said Apple Bloom.

"It really shows off your cutie mark," said Diamond Tiara, "Oh wait, that's right, you don't have one."

"Uh, I have a cutie mark," Apple Bloom fibbed.

"Eh, what? Since when?" Silver Spoon asked in disbelief.

"Since...Um...Earlier today," Apple Bloom answered.

"Oh really?" Diamond replied, not believing Apple Bloom either, "Let's see it."

"I shouldn't. I couldn't," said Apple Bloom, "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-ceanera. Can you imagine how embarassing that would be?" That seemed to hit a nerve for Diamond Tiara as she suddenly lost her composed demeanor for a moment.

"Uh, forget it, I didn't really want to see it anyway," said Diamond Tiara with a huff.

"Okay, well, I'm gonna go mingle," said Apple Bloom, "Enjoy your party." Apple Bloom breathed a sigh of relief. Until a fore-hoof snagged a part of the cloth, causing the cloth to tear off of her, sent her rolling forward and crashing into the record player. The player made a loud scratch and the other ponies gasped. Apple Bloom's worst fear was now becoming a reality. Everyone was now staring at her and, as Mario said before, Diamond Tiara and Silver Spoon were right up front like timberwolves ready to kill their prey.

"Oh no," Apple Bloom groaned.

"Wow, that is an amazing cutie mark," Silver Spoon replied.

"Nice try..." Diamond Tiara added.

"Blank Flank!" They said together and the other ponies began to mumble and talk to one another, young and adult. Mario couldn't take anymore and was about to move a hoof forward to save Apple Bloom.

"You've got a problem with blank flanks!" said a young filly with a raspy voice that reminded Mario of Rainbow. Some of the younger ponies gasped as an orange Pegasus filly with a magenta mane and tail came out from underneath a table. With her was a marshmallow unicorn filly with a curly lavender and soft pink mane and tail.

"I said, you got a problem with blank flanks?" the filly Pegasus asked again.

"The problem is, I mean, she's like, totally not special," said Silver Spoon. Apple Bloom looked sad, until the other two filly stood between her.

"No, it means she's full of potential," said the filly unicorn.

"It means she could be great at anything," the filly Pegasus added, "the possibilities are, like, endless." The last part was to mock Silver Spoon's attitude.

"She could be a great scientist, or an amazing artist, or a famous writer," the filly unicorn added, "She could even be mayor of Ponyville someday." Apple Bloom smiled at that idea.

"And she's not stuck being stuck-up like you two," the filly Pegasus added. The other ponies laughed.

"Hey, this is my party," Diamond Tiara protested, "Why are you two on her side?"

"Because..." said the filly Pegasus as she and the filly unicorn showed their flanks. They were just as blank as Apple Blooms, making the yellow filly gasp.

"You don't have your cutie marks either?" Apple Bloom said in surprise, "I thought I was the only one."

"We thought we were the only two," the filly Pegasus added.

"I for one think you are three very lucky fillies," Twilight added as she allowed Mario come out of the kitchen with her.

"Very lucky indeed," said Mario and turned to the other two fillies, "Nice to meet you two!" The filly Pegasus gasped.

"You're the...flying unicorn!" she exclaimed.

"You're...you're kinda cute," the filly unicorn added, feeling a little bashful. Mario just smiled back at her, making the unicorn blush. Diamond Tiara was indignant and Silver Spoon gritted her teeth in jealousy.

"Lucky? How can they be lucky?" Diamond Tiara demanded angrily. Now Twilight gave her an indignant glare.

"They still get to experience the thrill of discovering who they are," Twilight answered, "and what they are meant to be."

"And they got all the time in the world to figure it out," Applejack added before giving her little sister a wink, "not just an afternoon."

"Take a look at Mario for example," Twilight pointed out, stunning the colt, "He used to be the one filly without a cutie mark, but because he didn't rush it. He discovered just how much talent he really has. He's an organizer, a writer, a botanist, a baker, an artist, an athlete..."

"He's strong and hardworking," Applejack added, "He isn't just fast on his feet, but also fast in how he gets things done and those things are done very well." Mario began to blush at all the attention.

"And he's so super sweet and loving," Pinkie added, "my sweet babboo!"

"I am NOT your sweet..."

"Just take the praise Mario," Pinkie interrupted bluntly, shoving a pink hoof in his mouth, making him roll his eyes.

"None of those talents could have be discovered if he had rushed to get his cutie mark," said Twilight, "and who knows? These three fillies might discover just as many talents and maybe more!" The other young ponies were most impressed.

"Wow Apple Bloom," said a young colt named Tornado Bolt, "I wish I could be a scientist!"

"Do you really think you could be mayor?" a filly named Pina Colada asked next.

"Maybe I got my cutie mark too soon," said another pony named Coronet.

"Hey, what's everypony doing?" Diamond Tiara demanded as everyone began to chatter with the three fillies and ignored her, "This is my party, everypony is supposed to be paying attention to me."

"That's funny considering all you wanted to do was make Apple Bloom the center of attention," Mario remarked, "Looks like your plan worked, Diamond Tiara, just not the way you expected." Mario walked away as Diamond just had a very sour look on her face.

"Whatever," said Silver Spoon, trying to save some pride for her best friend, "We still think you're losers, right, Diamond Tiara? Bump, bump, sugar...lump..." Silver Spoon realized that her efforts to cheer up her best friend was futile as Diamond Tiara continued pouting.

"Not now, Silver Spoon," Diamond Tiara replied bluntly. Back with the three fillies, the filly Pegasus and filly unicorn decided to introduce themselves.

"Name's, Scootaloo," said the Pegasus.

"And I'm Sweetie Belle," said the unicorn.

"Apple Bloom," the yellow filly answered.

It wasn't much longer before everyone was back to enjoying the party. Everyone except for Diamond Tiara and Silver Spoon. Diamond was just sitting near the top of the staircase, glaring bitterly at everyone else as they enjoyed themselves. Silver Spoon was watching everyone as well, but she seemed more concerned about how to make her friend feel better more than anything else. Part of her was wishing she could go down and join the fun, but didn't want to leave Diamond Tiara alone.

"This song is so super!" said Twist as she was tossed high into the air and the rest of the young ponies continued to dance. Applejack, Twilight, and Mario all shared a toast of some punch together. Apple Bloom, Scootaloo, and Sweetie belle were sitting at a nearby table, chatting to each other.

"So I was thinking," said Apple Bloom, "now that we're friends...I mean we are friends, right?"

"How could we not be?" said Scootaloo, "We're totally alike. We don't have cutie marks. Diamond Tiara and Silver Spoon drive us crazy-"

"Totally crazy," Sweetie Belle added in agreement.

"Well, now that we're friends," Apple Bloom repeated again, "what if the three of us work together to find out who we are and what we're supposed to be?"

"Ooh! Ooh!" said Sweetie Belle excitedly, "We could form our own secret society."

"I'm liking this idea," said Scootaloo in agreement.

"A secret society," said Apple Bloom, "Yeah. We need a name for it though."

"The Cutie Mark Three?" Scootaloo proposed.

"The Cutastically Fantastics?" Sweetie Belle offered.

"How about...The Cutie Mark Crusaders?" Apple Bloom said at last.

"It's perfect," said Scootaloo.

"This is gonna be so great!" said Sweetie Belle excitedly.

"We're gonna be unstoppable!" Apple Bloom added.

"What do you say we celebrate with some of these delicious cupcakes?" Scootaloo suggested and went to take a bite.

"Not the cupcakes," Apple Bloom protested and made the orange Pegasus drop it on the table, "Trust me."

"Let's see if there are any cookies," said Sweetie Belle.

"Yeah! Come on," said Apple Bloom as the three fillies got up to go look. They didn't need to search for long.

"Someone call for some cookies," said Mario as he proposed a plate of some large chocolate chip cookies before them.

"Oh wow! Thanks Mister Mario," said Scootaloo as she and the other fillies grabbed a cookie.

"Just call me Mario, Scootaloo," he replied, "I'm good friends with Apple Bloom. I'm hoping we can be good friends too."

"Sure thing, Mario," Scootaloo answered with her mouth full. Mario smiled as Sweetie Belle just giggled shyly.

"Can I be your friend, Sweetie Belle?" Mario offered gently. Sweetie Belle just giggled and nodded shyly with a light blush on her cheeks. Neither of them noticed a certain high class filly who wore glasses was shooting daggers at the two, especially when Mario offered Sweetie Belle a dance. Twilight just smiled as she watched from afar, glad everyone was enjoying the party. Especially when the three fillies began to dance together with Mario, even Twist joining in as well.

"Dearest Princess Celestia," Twilight wrote long after the party was over.

"I'm 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..."

"...can actually be the thing that helps you make your closest friends and realize how special you are," Princess Celestia read aloud as she finished the letter.

"Hmm..." Princess Celestia just gazed at her cutie mark. All that was needed to know about it was this. When a pony filly gets their cutie mark...

...the wait is always worth it.

This was tough chapter to write, mostly because it included a pair of fillies that really knew how to get on your nerves. I am partial to Silver Spoon because I always felt like she only acted like this because of Diamond Tiara and cause she is more of a follower. I really disliked Diamond Tiara for a long time in the beginning as well.

The CMC are now established and their adventure begins!

Peace Pony Fans!

Fall Weather Friends

Pony's Log Number 113: Sometimes ponies just gotta realize that there is such a thing as too much competitiveness...

One fall day, Rainbow and Applejack were busy playing a friendly game of horseshoe toss. It was Rainbow's turn. She grunted as she made her toss and came up short of hitting the wooden stake.

"Whoo-hoo!" Rainbow cheered.

"Hoo-wee!" said Applejack, "Not a bad pitch for a pony who works with her head in the clouds."

"Oh yeah?" said Rainbow, "Think you can do better, cowgirl?"

"I know I can," said Applejack, picking up a horseshoe. With a grunt of her own, she made her toss, but her horseshoe landed just behind Rainbow's.

"Oh for Pete's sake!" Applejack retorted, disappointed at her toss.

"Heh! Looks like this Pegasus can pitch better than the workhorse," Rainbow remarked, light tapping Applejack's stenson hat so it tilted over her face, "The object of the game is to get the closest to the stake."

"All right, all right," said Applejack indignantly, "You got another throw there, pony girl." Rainbow grunted and threw her horseshoe a little harder. The horseshoe overshot the wooden stake and made a sound like it crashed into something far beyond it.

"Wow, Rainbow, heh," said Applejack sarcastically, "You couldn't hit a barn door with that kind of throw!"

"Yeah, yeah. I still have the closest throw, Applesmack," Rainbow shot back, "Just try and beat it." Applejack just made a determined look on her face as she focused on her target. She then made a strong toss and the horse landed, ringing around the wooden stake.

"Yee-haw! It's a ringer," said Applejack, "That's how you do it on the farm." Rainbow was just dumbfounded.

"I lost," said Rainbow in disbelief and disappointed.

"Ah, don't feel bad, Rainbow," said Applejack, "It's all in good fun."

"I hate losing," Rainbow pouted to herself.

"Besides, you're a mighty good athlete," said Applejack as she walked away. While Applejack was only trying to soften the blow to Pegasus's pride, Rainbow's personal ego was feeling rather threatened.

"All right, Applejack," said Rainbow as she hovered over to the orange pony, "you think you're the top athlete in all of Ponyville?"

"Well, I was gonna say in all of Equestria," said Applejack, using her tail to literally brush Rainbow away, "but that might be glidin' the lily."

"...and I think I'm the top athlete," Rainbow retorted, "So let's prove it."

"Prove what?" Applejack asked as she turned around to face the Pegasus.

"I challenge you to an Iron Pony competition," said Rainbow, "A series of athletic contests to decide who's the best once and for all." Applejack didn't feel like she had anything to prove, but her competitive nature made her think otherwise.

"You know what, Rainbow?" said Applejack, "You're on." They each spat on a hoof and bumped them together in agreement before giving each other determined smiles.

It was time to GAME ON!

(theme song)

Rainbow was now warming up as she began to do some stretches to get her body ready for their...well what should have been just a small competition. Twilight, with Spike on her back, and Mario had arrived to see what the commotion was all about.

"So you two are doing what, now?" Twilight Sparkle asked curiously.

"An Iron-" Applejack was about to answer.

"Iron Pony competition," Rainbow interrupted as she continued her stretches.

"See," Applejack explained, "we've set up a bunch of events to decide which one of us is-"

"The most athletic pony ever!" Rainbow interrupted again and continued to grunt as she warmed up.

"And we're here to...?" Twilight asked puzzled.

"I don't know," Rainbow answered, still grunting, "Why are they here?" Applejack gave Rainbow an indignant glare.

"To judge and keep score," Applejack explained as her expression softened, "Maybe Mario can help referee since he's just as honest as I am."

"Can do Applejack," said Mario excitedly, "give me a second." Mario then zoomed away and returned wearing a long sleeved black and white striped shirt with a whistle around his neck.

"Well, aren't you enthusiastic," Twilight remarked with a annoyed look. Mario just glared back.

"Listen to this," said Mario as he cleared his throat, "Ponies will start at the sound of my whistle. Each pony must complete such and such and must do and don't this and that. The player to accomplish the goal the quickest or best wins. Ponies...on your mark, get set..."

TWEEEEEEEEEEEEET!

Twilight and Spike jumped at the loud whistle, but Applejack was most impressed.

"Yee-haw, Mario you've got the referee job for sure," said Applejack excitedly, "and Twilight can declare the winner.

"Right, heh," Rainbow replied, "Somepony's gotta record my awesomeness for the history books." Applejack, Twilight, and Mario just rolled their eyes. Soon everything was set up for the start of their competition.

"Hello everypony, and welcome to the first annual Iron Pony competition!" Spike announced, using the twig as a microphone.

"We're here live from Sweet Apple Acres to give you up-to-date coverage of today's events!" said Mario excitedly, using a real mic but holding it using his magic.

"Uh, Spike, Mario, who are you talking to?" Twilight asked curiously.

"Um...Uh, them!" said Spike. To the dragon's good fortune, Pinkie, Fluttershy, and Rarity arrived to watch the events take place, "Let's the games begin." The three ponies cheered excited at the first event was ready to for action.

"Ponies will start as the sound of my whistle," Mario explained, "each pony must successfully weave their way through the barrels as they make their way towards the finish line. The pony who gets to the goal the fastest wins. Time penalties will be added for any bumped barrels."Applejack was ready to go.

"Ready. Set. Go!" said Twilight.

TWEEEET!

Mario blew his whistle and Applejack took off, maneuvering as quickly as she could, but as she approached the final half of the course, her flank bumped a barrel.

"Dagnabbit," she remarked with a gasp as she crossed the finish line.

"Time, Spike?" Twilight asked. Spike looked at a stopwatch Mario let him barrow for the event.

"17 seconds," said Spike.

"You're kiddin'!" said Applejack shocked, "That breaks my record from last year's rodeo."

"But you got a five second penalty for nudging the barrel," Spike added.

"So you're true time is 22 seconds," said Mario.

"Nuts and chews!" Applejack remarked with a sigh, "Still, that's 22 seconds. Not too shabby." Rainbow just stayed rather quiet. The sweat on her face showed that she was feeling a little intimidated at Applejack's fast time.

"Hey, don't be nervous," said Applejack supportively, "Remember, it's all in good fun. Now git on up there." Rainbow slowly flew over to the starting line, still sweating a bit as she got herself ready.

"Ready. Set. Go!"

TWEEEEET!

With the blow of the whistle, Rainbow took off at high speed and weaved through the barrels. Not only was she fast, but her run was clean too.

"Woo! That was some fancy hoofwork their, Rainbow!" said Applejack, clearly impressed.

"Thanks, but I couldn't have been as fast as you," Rainbow panted.

"What was the time on that, Spike?" Applejack asked.

"18 seconds!" Spike exclaimed.

"And no penalties!" Mario added.

"18 seconds," said Applejack, "Rainbow, are you sure you're not secretly a rodeo pony?"

"Rainbow Dash wins the barrel lead!" Twilight announced and Fluttershy placed an apple shaped card on a score board with the number "1" on it.

"Oh, I can't believe I won!" Rainbow gushed excitedly in the air.

"Yeah, well, don't you go gettin' used to it," said Applejack indignantly as she pinned Rainbow to the ground.

"Next event is the test of strength," said Mario, "At the sound of my whistle, each pony has one try to send this little marker to the bell at the top. The player who succeeds or the player who hits the bells the loudest and/or fastest wins. Rainbow, ready, set..."

TWEEEEEEEEEEEEET!

Rainbow then stomped as hard as she could to send the marker all the way to the top without much difficulty and the ponies cheered.

"Mighty respectable," said Applejack as she was lounging underneath an apple tree with a piece of grass in her mouth, which she spat out as she got up, "But let me show ya how it's really done." Mario blew his whistle and Applejack gave a loud grunt. She not only got the marker to hit the bell faster, but sent it up so fast that it blasted the bell right off the top. Rainbow watched with her mouth hanging out as the other ponies cheered.

"Years of applebukcin'," Applejack boasted as she bucked the apple tree Rainbow was sitting under. "Shave and a haircut"...The bell rang again..."Two bits." It was then five apples bopped Rainbow on the head...(Can you see the 100, 200, 400, 800, 1000, appear?)...then two more hit her head (...2000, 4000...bummer two more AJ would get a 1up.)

"Ugh," Rainbow groaned as she rubbed her sore head as Fluttershy put a card with "1" next to Applejack's part of the scoreboard.

"Next event: The buckin' bronco," Mario announced, "Each pony has Spike riding their back as they bounce and buck about to try and knock him off. The pony who makes Spike fall off the quickest wins. However, any intentional harm to Spike to make him fall off faster will result in a disqualification."

"Wahoo!"

"Whoo-hoo!"

"Eeyup!"

Apparently Granny Smith, Apple Bloom, and Big Macintosh had arrived to cheer Applejack on and were now sitting in some bleachers as Applejack got ready to start.

"Why me?" Spike asked rhetorically.

"Go!" Twilight shouted as Mario blew his whistle. Applejack soon started jumped and bucking about as roughly as she could.

"Whoa! Whoa! Whoa! Whoa-hoa! Whoa! Whoaaa!" Spike cried out as he tried to hold on before Applejack launched him into the air and into a nearby hay pile, "Ouch!" Spike didn't have much time to recover. As soon as he popped out of the hay pile. Rainbow was already underneath him.

"Ready for another pony ride?" Rainbow asked with determination.

"No" Spike whimpered.

"Rainbow, ready, set...TWEEEEEEEEEEEEEEEET!" With the blow of the whistle, Rainbow took off. She wasted no time bouncing Spike about.

"Guh-guh-guh-guh-guh-guh-guh-guh-guh-guh-guh-guhwhoaaaaa!" Spike cried out. He didn't even last for a few seconds before Rainbow sent him flying high into the air.

"Rainbow Dash wins the bronco-buck!" Twilight announced as another bell rang in the distance. Poor Spike was now hanging on the top of the scoreboard, looking dazed and worn out. Fluttershy looked at him with worry as she updated the scoreboard.

"And I lose," Spike groaned.

It was then some other ponies began to appear and cheer as Applejack and Rainbow got ready for the next event. Applejack couldn't help but show off a little while Rainbow was struggling to keep her lasso from falling apart.

"Lasso contest," Mario announced, "At the start of my whistle, each pony will take turns lassoing and tying up Spike. The pony who can tie up Spike in the most charismatic and cleanest knot wins. Ponies, on your mark, get set..."

TWEEEEEEEEEEET!

Applejack wasted no time going first.

"Whoa!" Spike grunted as he found his claws and feet tied together in one simple knot as he landed on his back, "How do I get roped into these things?" Spike never got his answer as the other ponies cheered for Applejack and tossed several roses at her hooves. Spike didn't have to deal with being tied up again. Poor Rainbow had ended getting herself tied up in the same manner, but she was hanging from a tree upside down..

"Does this count?" Rainbow asked with a grunt, trying to get out of her own knot.

"Applejack is the winner!" Mario announced as the bell rang and the score was updated once again.

The next event was ball balancing, which was simply the pony would could keep their ball in the air without dropping it would win. Applejack grunted, but she easily lost her ball while Rainbow just bounced hers without difficulty. The ponies cheered, while some Pegasi tossed some roses at her from above as the bell was wrung and score updated again.

After that was the hay toss, Rainbow went first and tossed a rather heavy haystack into the air a decent distant and flew over to it as the haystack landed.

"Yuh!" she boasted and blew a raspberry at Applejack. Then not a second later, a much larger and heavier haystack crashed right on top of Rainbow. Ponies cheered as Applejack was carried away. The bell was wrung and score updated again.

Then came hoof-wrestling, which one would think Applejack would have the huge advantage over.

"Wah!" Applejack grunted in shock as Rainbow pinned her fore-hoof down with ease. The bell rings and the score was updated again.

Finally came the football kicking event. Applejack gave her football a nice long kick, but Rainbow was able to kick her football higher and farther, nearly hitting some Pegasi spectators in a nearby cloud. Fluttershy gasped as the football came barreling at her. She used the score panel in her hands to protect herself. The football managed to knock the score card right into the scoreboard. The bell rang and Fluttershy made a "it's good!" pose with her fore-hooves.

"Welcome back everypony to the Spike and Mario half time show," Mario announced, "I'm Mario! He's Spike! And we're here live to bring you up to speed on today's Iron Pony competition!"

"Fillies and gentlecolts, at the halfway point," said Spike, "our competitors are tied at five and five."

"Who are you two talking to?" Twilight asked annoyed at their showboating.

"Them!" Spike and Mario said together. What had been considered a small competition was now a full on spectator event with lots of ponies cheering and even creating a pyramid and doing cheerleading. Now back to the events.

Soon the push-ups competition was underway and Twilight was officially keeping count. The looks in Applejack's and Rainbow's faces shows the they were hitting their push-up limits.

"95, 96, 97, 98, 99..." Twilight counted when Rainbow opened her wings to give her some strength relief, "a hundred!" Applejack then collapsed to the ground in exhaustion and Rainbow was declared the winner. Mario just had a stern look on his face and jotted something down on a clipboard. Applejack was angered as well.

"Be a good sport, Applejack," she told herself, but knew Rainbow had cheated.

Some of the other events seemed to show Rainbow having similar issues. In the long jump, each pony took a turn to see how far they could jump into the air. When Rainbow realized she was going to fall behind Applejack, she opened her wings to give her a distance boost so she landed ahead of her. Next came to chick cross. The hens clucked and the chicks chirped as each pony was tasked to carry as many chicks as they could to the mother hen. Applejack tried to be graceful, but her mud splashing cause her chicks to abandon pony. Rainbow just walked smugly as she opened her wings to carry all the chicks across and keep them away from the splashing mud. While only a few events are discussed, there had been a total of nineteen events so far and there was one other unmentioned event where Rainbow used her wings to her advantage. Mario recorded these incidents on a clipboard. Then came the final event, which was the tug of war.

"All right, you two," said Twilight, "This is the final event. Give it all you've got!"

"At the start of my whistle," Mario explained, "Each pony will pull the rope and try to bring that flag in the middle to their side of the mud wallow. The pony that gets the flag to their side wins. Ponies, on your mark, get set...TWEEEEEEEEEEEEEET!" With the final blow of the whistle, Applejack and Rainbow began the tug of war event.

"Looks like the workhorse might come out ahead in this one," said Spike.

"We will see," said Mario skeptically, he didn't think Rainbow was going to play fair. And just as Mario predicted, Rainbow flew above the mud patch as Applejack was left dangling above the middle of the mud patch.

"That's not fair," said Applejack, her voice muffled from the rope in her mouth, "You can't use your wings to help you win."

"Huh?" Rainbow asked, not able to understand the orange pony.

"You're cheatin'!" Applejack mumbled.

"I can't understand you with that rope in your mouth," Rainbow answered.

"I said...uh-oh." Applejack realized that by spitting out the rope, she had released her only support that was keeping her from the mud. The crowd cheered and the bell gave its final ring.

"Whoo-hoo!" said Rainbow as she updated the scoreboard herself, "I win by a landslide...or mudslide in your case!" Rainbow chuckled as Applejack glared at her from the mud. Mario helped Applejack out of the mud, but was giving the blue Pegasus a glare himself.

"I am the Iron Pony!" Rainbow shouted to the world as a pair of Pegasi held a rainbow banner behind her and some ponies cheered.

"Only 'cause you cheated," Applejack retorted angrily, now clean of the mud.

"What?" Rainbow exclaimed as she flew into Applejack's face.

"You used your wing power to help you win over half of those contests," Applejack pointed out.

"Sounds like sour apples to me," said Rainbow indignantly.

"Are you sayin' you didn't use your wings?" Applejack asked sternly.

"Well...no," Rainbow stuttered and recomposed herself, "but you never said that I couldn't use my wings."

"I didn't think I needed to tell you to play fair," Applejack retorted.

"She's right Rainbow," Mario added as he approached the two ponies, showing his clipboard with the proof, "You're wings gave you an unfair advantage and you're smart enough to know that. Using your wings might not have been stated in the rules, but you did use them to cheat in exactly 5 events. In fact, I can outright disqualify your win at the tug of war!"

"What?!" Rainbow exclaimed.

"The rules stated and I quote: Whoever gets the flag to their side of the mud patch wins," Mario explained sternly, "You never crossed the flag to your side of the line, you just dangled Applejack over the mud and let her fall in! This is not just cheating, but bad sportsmanship. There is no honestly in winning like that!"

"Like you never cheated to be the fastest unicorn alive!" Rainbow shot back, but then wished she could take it back when Mario gave her a very fierce glare. Even when he was furious with her over the dragon incident, Mario never looked that angry.

"I never cheated in any of my races," Mario said slowly in a tone that could give ponies a cold chill, "and don't you ever forget that Rainbow Dash! Fluttershy, subtract 5 points from Rainbow's score and give them to Applejack at once!" Fluttershy hesitated before she did as she was told, leaving the ponies tied, but Rainbow Dash wasn't going to settle for a tie.

"I still would have won even without my wings," Rainbow replied indignantly.

"Hah!" said Applejack, "Prove it."

"Gladly," Rainbow answered before looking puzzled, "How?"

"Tomorrow is the annual Runnin' of the Leaves," said Applejack, "I challenge you to race me in it."

"Heh! Easy schmeasy," Rainbow answered and went to fly off when Applejack pinned her down the ground by standing on the girl's tail.

"Hold on!" said Applejack, "There is one condition: the point is to run, so no wings allowed."

"No wings?" Rainbow remarked as she bucked Applejack off her tail, "no problem." They both then spit on their fore-hoof and smashed them together. Then they just glared until Rainbow blew a raspberry at Applejack. Applejack just chuckled before they continued their little stare down contest.

The next day, Twilight and Mario were casually leaving the library towards the location where the Running of the Leaves event would take place. Spike was getting impatient.

"Twilight, Mario, hurry up," Spike complained as he rode on Twilight's back, "we're gonna be late for the race."

"Why are you so excited about the race?" Twilight asked curiously, "It's only for ponies."

"Yeah, but I'm hoping I can be the announcer again," said Spike as he stood on Twilight's back with his twig for a microphone.

"Umm...Spike..." said Mario uneasily.

"Just listen," said Spike, "Fillies and gentlecolts, welcome to the annual Running of the-"

"Welcome to the annual Running of the Leaves!" said a loud but well known voice, "This is Pinkie Pie, your official p-eye-in-the-sky announcer." Pinkie came floating above with a mega phone. Spike just glared at Mario.

"I...kind of asked Pinkie to take my place as an announcer," said Mario with an apologetic smile. Spike just angrily threw his twig to the ground and pouted.

"Sorry, Spike," said Twilight sympathetically, "I guess that job's already taken."

"As everypony knows," Pinkie continued, "the Running of the Leaves is a very important tradition, for without it, the autumn leafs in Equestria would never fall. So get ready, ponies. The Running of the Leaves will begin in five minutes!" It was then the ponies who were going to participate began to line up at the starting line. Some of them were eager to get started and were stretching a bit. Applejack was already stretching as a certain Pegasus made her entrance.

"Pardon me, excuse me," said Rainbow arrogantly as she pushed her way through a pair of ponies and made her way towards Applejack, "Make way for the Iron Pony."

"The Iron Phony, you mean," said Applejack, "Accordin' to Mario, we tied yesterday." Rainbow wasn't listening.

"So, Applejack, you ready to win second place," Rainbow Dash asked her.

"I'm ready to run a good, clean race," said Applejack.

"Yeah, yeah..." Rainbow answered.

"You are not allowed to use your wings," Applejack reminded her.

"I could win this race with both wings tied behind my back," Rainbow remarked proudly. Applejack just hummed to herself as she got an idea. Soon Applejack gave a grunt as she used a rope to tie Rainbow's wings up and prevent her from using them.

"Trussed up like a turkey," said Applejack, "Well, a turkey who can't fly that is."

"Very funny," said Rainbow indignantly.

"'Least now we know we're racin' fair and square," said Applejack. It was then they heard a trumpet from up above.

"Racers! Please take your positions!" Pinkie announced as the ponies got ready to begin the race. That was when Spike approached the balloon.

"Um...Pinkie Pie?" he asked timidly.

"Hey, Spike! What's up?" Pinkie Pie asked, "Oh wait, it's me! I'm up!" Pinkie laughed at her own joke.

"Uh, yeah," Spike answered slowly, "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?" Pinkie asked, but Spike lost his courage to ask.

"Aw...Forget it," said Spike and turned to leave, but Pinkie had figured out what Spike was trying to say.

"Spike!" Pinkie called out, "Would you like to be my co-reporter? We could comment on the action together!"

"We could?" Spike replied excitedly.

"Climb on up," said Pinkie, as Spike borrowed Mario's personal microphone and got on board the balloon. Meanwhile, Rainbow and Applejack were just getting ready to go when they noticed a familiar purple unicorn at the starting line.

"Twilight? What in tarnation are you doin' up here?" Applejack asked in surprise.

"I'm racing," Twilight answered. Rainbow laughed.

"Good one, Twilight," Rainbow replied as Twilight gave her an indignant look.

"I'm not joking," Twilight said bluntly.

"What?" Rainbow exclaimed, "You're not an athlete, you're a...well...an egghead."

"I am not an egghead," Twilight retorted, "I am well-read."

"Egghead," said Rainbow softly to Applejack, who just snickered.

"But have you ever run a race?" Applejack asked Twilight.

"Well, no," Twilight answered honestly, "but I do know a lot about running."

"And you know this from..." Rainbow asked her, curiously as well as mockingly.

"Books," Twilight answered, "I've read several on the subject." Rainbow tumbled into her back, laughing loudly.

"What'd you read, "The Egghead's Guide to Running"," Rainbow asked Twilight, still laughing herself silly, "Did you stretch out your eye muscles to warm up? Get it? Eye muscles." Twilight just looked most annoyed.

"Scoff if you must, Rainbow," said Twilight, "But the Running of the Leaves is a Ponyville tradition, and since I'm here to learn, I've decided to I should experience it myself." Rainbow and Applejack were still finding it hard taking Twilight seriously.

"Well, I think that's just dandy Twilight," said Applejack, "Good luck." She then shared a snicker with Rainbow.

"Yeah. See you at the finish line...tomorrow," Rainbow added as she chuckled to herself.

"You know girls," said Twilight smugly, "I may have learned a lot about running from books, but I did have one of the best teachers in all of Equestria to teach me."

"Like who?" Applejack asked indignantly until she and Rainbow gasped at the pony standing next to Twilight. He was currently stretching, hopping, and even doing a spin jump.

"Mario!?" they exclaimed.

"Who better to teach me about running than the fastest unicorn alive?" Twilight smiled and Mario returned it.

"Good to be back in a race again," said Mario. Applejack and Rainbow just exchanged looks before they snickered again.

"Forget it, Mario," said Rainbow cockily, "You were great, but now you're outta date!"

"I'm only a year older than you two girls," Mario replied indignantly.

"Exactly," Applejack pointed out, "you're last year's model."

"We're the models that were built for speed," Rainbow remarked. Mario just rolled his eyes.

"Right," said Mario annoyed, "because..."

Everypony's super pony racing
Gotta keep your hooves right on the ground
When you're super pony racing
there's no time to look around

When you're super pony racing
Running to a point of no return
Everypony's super pony racing
Come on let your...fire...

burn?

Mario then noticed that his friends and several nearby ponies were just glaring at him.

"Oh come on!" Mario bellowed, "No one complains when Pinkie Pie sings out of the blue!" All he got was more glares and a cough somewhere in the background.

"Critics," Mario muttered, feeling a bit embarassed. That was the last time he'd ever try that again. It was then Twilight gave him a light giggle and smile to make him feel better. It reminded him that he wasn't there to race to the finish. He and Twilight were going to run together and enjoy the sights.

"All right, ponies, are you ready?" Pinkie announced.

"Get set," Spike added. Then a bell was rung and everyone took off. The race was on!

"And they're off!" said Pinkie, "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."

"Why, yes, Pinkie," Spike answered, a little caught off guard by that comment, "it's the running of the ponies that causes the leaves to fall."

"Ugh. Those lazy, lazy leaves," said Pinkie, "But this year, this 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," said Spike, "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"," Pinkie replied.

"Yes, it...does," said Spike, rather puzzled, "What?"

"And I like fudge," said Pinkie, "But if I eat too much fudge, I get a pudge, and then I can't budge."

"So...no fudge?" Spike asked in confusion.

"Oh, no thanks," said Pinkie, "I had a big breakfast. Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Having a fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck. But what's this? Applejack is making a move, she's now ahead by a nose. But Rainbow Dash won't let Applejack 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...roughly speaking. Applejack sees this move and pushes forth with her strong workhorse legs slinking ahead by three hundred and fifty noses." Spike just looked a little annoyed by Pinkie's idea of measuring leads, but in simpler terms...

"I'm telling them what going on!" Pinkie shouted.

Hush Pinkie. I'm the writer, not you!

...Applejack and Rainbow Dash were changing leads until Applejack managed to pull away.

"Not so easy without wings, is it?" Applejack remarked as they continue to speed down the path. Rainbow was tempted to open her wings but the roped kept them closed.

"Come on, Rainbow," she told herself, "Show 'em a little dash." Rainbow then picked up her pace to catch right up to Applejack.

"Ho-hold your horses, Pinkie!" said Spike excitedly, "Rainbow Dash is catching up to the front runner Applejack!"

"What an upset," said Pinkie, "I thought Applejack had this in the bag." Soon Rainbow was neck in neck with Applejack.

"You didn't think I was gonna let you off that easily, did you?" Rainbow taunted. Applejack looked a bit indignantly, when a fore-hoof hit a nearby rock on the ground. She tripped and tumbled to the ground as the huge collection of ponies ran by in a cloud of dust.

"Whoa!" said Applejack as she got back to her feet, "I don't believe it."

"I know, it's beautiful, isn't it?" Twilight replied as she and Mario arrived. Mario nodded in agreement as he used a camera around his neck to take pictures of the scenery.

"Not the scenery, Twilight," Applejack retorted, "Rainbow Dash just tripped me."

"She did not," said Mario and Twilight together.

"She did too!" Applejack remarked.

"She did not," said Twilight firmly, "And if you slowed down and looked where you were going, like us, you'd see that you tripped over a rock." Applejack looked back and noticed the rock sticking where she had been running.

"What? Oh hayseed!" said Applejack realizing her mistake and seeing the other ponies charging away, "Now I got a lot of ground to make up to catch Rainbow."

"Just be careful!" Twilight called out as Applejack took off.

"Remember, slow and steady wins the race!" Mario called out.

"Now, you're sounding like an old colt," Twilight pointed out. Mario glared.

"Lighten up, I'm just teasing," said Twilight with a smile, "I'm glad you're so mature with your speed. Unlike Rainbow and Applejack, you know that sometimes it's best to slow down and enjoy the view." Mario felt better and together the two ponies went on their way enjoying the sights.

It didn't take Applejack too long before she caught up with Rainbow Dash.

"See you at the finish line!" Applejack called out to Rainbow as she charged ahead.

"I don't believe it," said Spike from above, "After a huge setback, Applejack is back at the front of the pack."

"She's the head of the pack, all right," Pinkie added, "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." Spike was just at a loss for words.

"Oookay..." was all Spike could say about that, "Let's get back to the race."

"Not so fast, Applejack!" Rainbow replied as she closed Applejack's lead, "This race isn't over yet!"

"It is for you," said Applejack, "Heh." Then as if the timing couldn't have been more perfect. Rainbow stumbled forward and fell down. The crowd of ponies came trampling by, burying her in a huge mess of leaves.

"Whoa!" said Rainbow in shock as she poked her head of out the leaves, "I don't believe it, Applejack tripped me."

"Don't you ponies ever look where you're going?" Twilight remarked as she and Mario arrived, "you tripped on a stump, see?" Unlike Applejack, Rainbow refused to see sense.

"Oh I see," said Rainbow, "A big cheater is what I see."

"Rainbow, Applejack would never cheat," Twilight remarked, "It was just an accident."

"We even saw you trip ourselves," said Mario, "There is no logical way Applejack could have planted a tree and have it grown and cut down in just one night. Or could she have just laid the stump there beforehand, it's rooted to the ground." Mario pushed it to prove his point.

"Sure it was. I mean, yeah, I'm sure it was," Rainbow replied, a little too quickly to make it sound she believed either of them. Yet Twilight did.

"Remember, Rainbow, this is just a race," Twilight reminded Rainbow and went on her way.

"Plus nopony respects a winner who cheats either," Mario added, implying a warning to Rainbow to not try anything, as he followed Twilight.

"Yes, but the rules have changed, and two can play at that game," said Rainbow, but it was mostly to herself. But first a word from our sponsor:

OATS

...

...

...oooookay...back to the story...

"Welcome back, Ponyvillians, it's me, Pinkie Pie," said the pink pony from her balloon.

"And Spike," the dragon added since he, too was in the balloon, "Looks like Rainbow is doing her best to catch up."

"I'm not sure how ketchup is going to help her in this contest," Pinkie remarked, "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?" Spike answered with some hesitation in his voice.

"Aaand it looks like Applejack as found herself in quite a pickle as Rainbow Dash overtakes her," Pinkie pointed out.

"Look, ma, no wings," Rainbow Dash gloated as Applejack just narrowed her brow and tried her best to keep up with the blue Pegasus.

"As the racers, enter Equestria's Whitetail Wood," Spike commented, "Rainbow Dash is back in the lead." Rainbow then noticed a nearby tree branch. She grabbed the branch and pulled it back. Just as Applejack was in range.

SMACK!

Rainbow let go so the branch smacked Applejack in the face, knocking the orange pony back. Rainbow chuckled as she continued on her way.

"Ugh, Hey, Rainbow!" Applejack shouted as she noticed the devious smile on Rainbow's face. The blue Pegasus blew Applejack a raspberry and run off.

"Why, that little cheater did that on purpose," Applejack exclaimed, "It's on." Applejack then noticed another branch behind. Pulling it back as hard as she could without breaking it, she let the momentum of the recoil rocket her forward at high speed. Meanwhile, Rainbow was feeling very pleased with her dirty trick.

"Nice one, Rainbow," she told herself.

"Later!" said Applejack as she flew by and landed in front of Rainbow. Rainbow gasped as she growled and gave chase. Then Applejack bucked a tree and made a beehive drop by Rainbow.

"Aaa!" Rainbow screamed as she ran for her life. The fear gave Rainbow the speed boost she needed to pull ahead. She ducked into the some bushes as the bees made a "!?" formation and then zoomed away. Once Rainbow felt she was safe, she quickly saw a nearby sign and reversed the direction. Applejack, thinking nothing less, just followed the sign without a second thought. Rainbow began to laugh herself silly as the other ponies ran past her in the correct direction. (Probably because she was leaning against the sign so they couldn't see the change of direction).

"Oh my, Whitetail Wood is just lovely," said Twilight to Mario.

"Makes me appreciate the fact that my birthday comes during this time of year," Mario added. Rainbow then gasped as Mario and Twilight's conversation continued. She quickly fixed the sign back to it original direction.

"Your birthday party was a lot of fun," Twilight remarked.

"Especially since you actually showed up!" Mario replied with a smug smile. Twilight gave Mario a raspberry when they saw Rainbow nearby.

"Hey, Rainbow," said Twilight, "shouldn't you be up ahead?"

"I'm sure I'll win now," Rainbow chuckled to herself and not really paying attention to them.

"Except that the other racers just passed you!" Mario pointed out. Rainbow gasped and noticed all the other ponies leaving her behind.

"Oh horse apples...See ya!" Rainbow replied quickly and zoomed away. Meanwhile Applejack soon found herself at the top of a ledge on the mountain unsure of where she should go.

"Applejack, what are you doing up here?" Pinkie asked curiously as the balloon hovered just above the orange pony.

"There's aren't even any trees," Spike added.

"Er, no," Applejack said uncertainly, "but the signs pointed this way..." Applejack then realized she had been tricked, "...Rainbow. Mind giving me a lift." While for some, a balloon assistance would be considered cheating, but considering Applejack was lost, Pinkie made an exception. Of course, one could argue that Pinkie didn't need to drop Applejack right in pole position either. Rainbow would definitely argue that case as Applejack landed in front of her.

"What the hay?!" Rainbow exclaimed, "You said no flying!"

"No, I said no wings," Applejack corrected as the two ponies surged ahead.

"I must say, Spike," Pinkie remarked, "That this has been the most interesting Running of the Leaves in Equestrian history!"

"With the most interesting announcing," Spike added.

"But it isn't the running that's been fascinating," Pinkie added, "It's the lack of running!" The race course soon took a path into a collection of trees that had buckets collecting sap from them. Applejack wasted no time finding a bucket to buck, spilling the contents on the ground. Just as Applejack had hoped, Rainbow ran right into the sticky mess and got her hooves caught in it. Rainbow fought hard to pull herself out, but then the sap made her recoil backwards. Rainbow then got an idea.

"Aaa!" Rainbow grunted as she let the momentum carry her backward and then she pushed herself forward. Not only was she able to break free, but she rocketed right past Applejack like the orange pony had done earlier.

But Rainbow actually zoomed so close to Applejack that the orange pony spun about and was soon caught inside of a mini-tornado. Rainbow soon noticed the tornado and got caught in it herself.

"Whoa!" they screamed together as the tornado brought them both towards the top of a ledge on the mountain. The two ponies glared as they tried to get their bearings when the piece of rock they were standing on began to crack. Soon it broke off and sent the two ponies sliding down to the bottom of the mountain. Fortunately, the two ponies managed to keep their balance as the rock came to rest at the side of the race trail.

"Forgive me, girls. I know I'm not an athlete, but shouldn't the Running of the Leaves actually involve running?" Twilight asked curiously as Mario just stayed quiet as he stood next to her. They had just left when Rainbow realized something.

"You know, I think Twilight's right," said Rainbow.

"You do?" Applejack asked in surprise.

"Yeah!" Rainbow answered, "if you wanna beat me, you better...RUUUN!" Rainbow took off and Applejack soon followed.

"Once again, Rainbow Dash and Applejack are neck and neck," Pinkie announced, "jockeying for position. Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack-" This back and forth continued as the saw the finish line was approaching. Then Rainbow bumped into Applejack. Applejack grunted as she was knocked to the side.

"Oh no," she di'int!" Spike remarked. Then Applejack bumped Rainbow back.

"Oh, yes, she di'id!" Pinkie remarked as Rainbow bumped her again.

"Cut it out!" Applejack shouted as she bumped Rainbow back.

"No, you cut it out!" Rainbow remarked as she gave Applejack another hard bump.

"You started it," Applejack shot back as they continued to bump each other.

"And now I'm gonna finish it," Rainbow snapped.

"On no you won't!" said Applejack.

"Oh yes, I will," Rainbow grunted as Applejack bumped him so hard that the rope around Rainbow's wings broke and they opened up freely.

"That's it!" Rainbow said angrily, "All bets are off!" Rainbow was about to fly her way to the finish.

"Oh no you don't," Applejack yelled as she jumped high into the air and tackled Rainbow to the ground. The two ponies continued to tussle with each other, kicking up a cloud of smoke around them as they made their way toward the finish line.

"It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash-" Pinkie called out, but nopony could tell who was in the lead with the cloud of dust surrounding them as they both crossed the finish line before finally untangling from each other. Both ponies were looking very roughed up and both their fur, tails, and manes were frazzled.

"I won!" Rainbow shouted.

"No, I won!" Applejack retorted.

"I won!" Rainbow repeated loudly.

"You tied!" Spike announced.

"Tied?!" Applejack and Rainbow said in shock.

"For first?" Applejack asked.

"For last?!" Pinkie announced.

"Last?!" Applejack said in shock.

"Then who won?" Rainbow asked. That was when Twilight came up to them, wearing a medal around her neck. Applejack and Rainbow's jaws dropped.

"You?!" The two ponies exclaimed.

"Oh no, but I did get fifth place," said Twilight, "which is rather good considering I've never run a race before."

"Then who won?" Applejack asked. That was when Mario appeared towards them wearing a medal of his own, except his medal had a "1" on it.

"What?!" Applejack and Rainbow exclaimed, "Mario!?"

"How that's even possible?" Applejack asked.

"You two ran so slow," Rainbow pointed out, "and looked at the scenery."

"Exactly, I paced myself," said Twilight, "just like my book said and from what Mario taught me. Then at the end, when all the ponies were worn out, I sprinted to the finish."

"Last year's model huh?" Mario retorted, "I held back so much during this race and yet, I still won!" Applejack and Rainbow were dumbfounded.

"He's right about holding back," said Twilight, "He wasn't even going to try winning because he didn't want to leave me behind. After I gave him a supportive push, he sped down to the finish line."

"I don't believe it," said Rainbow in disbelief, "Twilight and Mario beat us. And Mario did it running slow!"

"Well, with all your horsing around, it was quite easy," said Twilight and Mario nodded in agreement. Applejack and Rainbow just looked rather guilty.

"You're right, Twilight and Mario," said Applejack, "Our behavior was just terrible."

"We weren't very good sports," said Rainbow. It was then some ponies in the background began to bow. For Princess Celestia had arrived.

"Sounds to me that an important lesson was learned," said the princess as she approached the four ponies.

"Princess Celestia?!" Applejack and Rainbow said together as the four ponies gave her welcoming bow.

"W-what are you doin' here?" Applejack asked curiously once they stood back up.

"Fall is one of my favorite seasons," said Princess Celestia, "so I came to celebrate the Running of the Leaves."

"I'm sorry you had to see us being such poor sports," said Applejack sadly.

"That's all right, Applejack," Princess Celestia answered, "Anypony can get swept up in the competition. Isn't that right Mario?" Mario blushed a little and chuckled sheepishly as rubbed a hoof in the dirt. The three girls chuckled to themselves.

"It's important to remember that the friendship is always more important than the competition," said Twilight.

"No amount of winning can ever replace a true friend," Mario added.

"Exactly, Twilight and Mario," Princess Celestia answered, "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." Applejack and Rainbow just smiled to each other.

"Why Princess, I bet we can knock those leaves down for you lickety-split," said Applejack and turned to Rainbow, "Whaddya say, friend? Wanna go for another run?"

"I'd love to stretch my legs," said Rainbow, flapping her wings excitedly, "Hey Mario, wanna join us? Put that speed of yours to good use?" Mario smiled.

"Let's run!" Mario answered. Princess Celestia and Twilight smiled as Rainbow and Applejack ran side by side through the collection of leaved trees as Mario led the way, but made no effort to try and outrace them. This run wasn't about winning...

...it was about spending time with good friends.

FYI: Mario has a good signing voice, but just his song timing was...not good. Anyway...

Peace Pony Fans

Suited for Success

Pony's Log Number 114: When a pony is given a blessing, one shouldn't take advantage of it...or try to modify it either...

It was another lovely day in Ponyville and Rarity was hard at work in her home. Her home was also where she ran her business, the Carousel Boutique. She had just finished sketching her design and was admiring it proudly. Her cat, Opalescence, or Opal for short, was just lounging snootily on one of Rarity's mannequins.

"Oh, Opalescence," said Rarity excitedly as she studied her completed sketch, "Cant' you just picture it? Moi, stepping out in a stunning new gown at the Grand Galloping Gala in Canterlot!" Opal said nothing but just gave a sleepy meow.

"Why, yes! I did make it myself," said Rarity, taking Opal meowing as talking, "Thank you so much for asking." Rarity than pulled off a piece of cloth, which happened to be what Opal was sitting on and the cat was sent to the floor. Unlike other cats, Opal plopped in her stomach before getting quickly back on her feet and walked away. As Rarity was continuing to work at her sewing machine, Opal just took a seat nearby, giving a low, annoyed growl.

"Oh, Opal, of course you can help me. Thank you," said Rarity replied by sticking a sewing pin cushion inside of Opal's mouth. The white furred kitty just meowed with the pin cushion inside of her mouth again.

"What's that?" Rarity asked, "You want to help me more? Oh, aren't you the sweetest thing?" Rarity than used her magic to hand Opal several different items to hold. The poor kitty was now balancing on a single hind leg to keep her balance as Rarity continued to do her work.

"Careful now," said Rarity, "Don't move. This shouldn't take long at all." Opal just rolled her eyes twice, giving a low growl, as she continued to struggle to keep her balance. Once Rarity had finished with the thread and relieved Opal of her awkward situation...

KNOCK-KNOCK-KNOCK

"Now who could that be?" Rarity asked since the boutique wasn't open for business that day. She was surprised to see Mario outside with some of his freight cars.

"Hey, Rarity," said Mario, "I remembered last night that you said you were running short on some fabrics and other things so...I took my train to Canterlot this morning and did a little shopping. I wrote the names of what colors and materials were called on my checklist here so..." Rarity gasped at all the materials in excitement.

"Oooo! Mario, you're a lifesaver!" Rarity exclaimed, "This puts me ahead of schedule for my latest design! And there's plenty of material for future projects. Oh how can I ever thank you darling?"

"No need Rarity," said Mario kindly, "I was glad I could offer you some generosity for a change. Plus I like a long train run to stretch my legs." Rarity just smiled when she got an idea.

"You know Mario, I've seen you're tastes in fine contour and I must admit that I'm very impressed," said Rarity, "Would you be...interested in a little...internship?" Mario's eyes widened.

"Why...sure...I mean...I've never made a dress before but...I guess I could offer my...point of view with the designs," Mario stuttered, not sure if he had the credentials for this opportunity. Rarity didn't seem to worried.

"Oh I'm sure you'll get the hang of it, darling," Rarity answered, "Let's hear your input on my new gown. Oh, and can you be a dear and bring in the materials inside please? Thank you, dear." Mario nodded as he walked inside, bringing as many of the materials inside and put them away too. Rarity didn't waste much time asking Mario for his insight regarding materials and colors for her dress. Mario soon found that he had some talent on choosing colors and fabrics. Plus Rarity found his opinions rather useful and they found that working together was very easy. Mario wasn't sure if he could add "Fashion designer" to his list of talents just yet, but he was glad for a new opportunity to develop some new skills and grow his friendship with Rarity.

(theme song)

A little later that day, Applejack and Twilight arrived at Rarity's shop.

"Howdy, Rarity!" said Applejack loudly.

"Shh..." Twilight hushed quickly, "Can't you see Rarity is trying to concentrate?" Applejack and Twilight noticed that Rarity was hard at work and in deep concentration. She also had a pair of red framed glasses on her face.

"What do you think she's makin'?" Applejack asked in a soft voice.

"Looks like a dress," Twilight answered. Rarity could hear the two ponies literally talking behind her back and felt a little annoyed.

"Well, that makes sense," Applejack answered, "Since this is a dressmaker's shop and all." Applejack then noticed that Mario was on the other side of the dress, holding the fabric in place with his magic. He had put on a pair of frameless glasses on his face as he seemed to look very focused as well.

"Wuh? Mario?!" Applejack said in shock.

"What? Where?" Twilight asked, trying to look over Rarity's shoulder and saw the colt, "He's...helping her make the dress?!"

"I didn't know Mario liked making dresses," Applejack answered, not hiding her snicker too well as both Mario and Rarity felt very irritated at this point.

"Guess Rarity is having him embrace his inner fashionista," Twilight added as their snickering continued. Rarity could feel her patience slip and Mario was inwardly growling at all the teasing.

"Is there something I can help you with?" Rarity asked in a cheerful tone and successfully hiding all signs of the irritation she had been feeling a few seconds ago.

"Why is Mario working on a dress?" Applejack asked, with a smirk on her face. Mario rolled his eyes and kept working.

"Mario appears to have some great tastes and ideas for my latest couture," Rarity explained, "so...I've hired him as my personal intern."

"Really?" said Applejack, "Guess you're list of talents now include sewing and seamstress now?" Mario looked indignant as Applejack and Twilight chuckled to each other.

"There's nothing wrong for a colt to be able to fix his own torn buttons and holes in clothing," Mario retorted as he continued his work, "Or being able to use a sewing machine thank you."

"Is there a reason you're both here other than to tease my new intern?" Rarity asked again.

"Oh, so very sorry to trouble you, Rarity" said Twilight apologetically, "but I need a quick favor." Twilight than pulled out a red dress and set it on a nearby table.

"Can you please fix this button for me?" Twilight asked as she showed Rarity the broken stitch with a button hanging on it, "It's my dress for the Grand Galloping Gala." Rarity gasped at the dress.

"Oh, no, no, no!" Rarity retorted, "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!"

"Oh, that's really sweet of you to offer, Rarity," said Twilight, "but I can't let you do that. It would be so much work. This dress is fine."

"Twilight Sparkle," said Rarity definitively, "I insist on making you a new dress."

"But..."

"Not another word!" Rarity interrupted the purple pony, "I won't take no for an answer."

"Well, in that case..." said Twilight slowly before conceding, "thank you for your generosity, Rarity. Knowing your handiwork, I'm sure it will be absolutely beautiful." Rarity smiled as she looked over to Applejack.

"Let me guess, Applejack," said Rarity as if reading the orange pony's mind, "You don't want a new gown either."

"Gown? Shoot. I was just gonna wear my old work duds," Applejack answered.

"You can't possibly be serious, Applejack," Rarity exclaimed in disbelief, "You absolutely must wear formal attire."

"Hmm..." Applejack pondered, "Nah."

"What if I just spruce up your...duds for you a little bit?" Rarity offered.

"Okay, sure. Why not?" Applejack conceded, "Since you're up for it and all. Just don't make them too frou-frou-y."

"Deal!" said Rarity.

"What about a blend of heritage and chic?" Mario suggested as he poked his head from behind the dress he and Rarity were working on, "something that represents her country roots but still has that high class appeal?" Rarity clapped her hooves excitedly.

"I like the sound of that," said Applejack, clearly impressed.

"And that is why I made him my intern," said Rarity proudly, making Mario blush.

"Look out below!" a familiar voice shouted.

CRASH

Rainbow suddenly crashed into the boutique from the roof, smacked onto the floor, and bounced backwards as she crashed into the mannequins. Mario rolled his eyes with a sigh.

"I can fix that," Mario said in annoyance and dashed away to patch up the hole on Rarity's roof.

"Sorry, new trick. Didn't quite work out," Rainbow said sheepishly as she poked her head out of the piled mountain of knocked over mannequins.

"Hmm..." Rarity pondered when her face lit up like a light bulb, "Idea! I'll make you an outfit for the Gala too, Rainbow Dash."

"Outfit for what now?" Rainbow asked puzzled, not knowing what was going on.

"I'll make one for you and you and all of you," Rarity proposed, "Oh! And of course Fluttershy and Pinkie too. Oh, and when I'm done, we can hold our very own fashion show!"

"What a great idea!" said Twilight, "If you're sure you can handle it."

"Oh, it'll be a little bit of work, but it will be a wonderful boost to my business. Plus fun!" said Rarity.

"Oh, I love fun things!" Rainbow added excitedly.

"And I'm sure my new intern is up to proving his own talents right," Rarity proposed.

"Umm...s-s-sure," said Mario bravely, but not too surprised that he be thrust into a difficult task so soon. He had read a book called The Devil Wears Horseshoes, which was about an average pony becoming an assistant to a top fashion designer. He had a good idea when an internship with Rarity would require of him, as well as what not to do to get ahead.

"Then it's settled," Rarity said with conviction, "We'll have a fashion show starring us." Rarity then began to gather materials as Applejack approached her.

"So all you two have to do is make a different, stunning, original, amazing outfit for one, two, three, four, five, plus you and Mario, seven ponies? and lickety split?"

"Oh Applejack," Rarity chuckled, "You make it sound as if it's going to be hard."

"Oh boy..." said Mario as Rarity handed him a sketchbook, "Uhhh..."

"I'll need your help with the designs," Rarity told him, "Draw whatever comes to mind. In fact, reach into your very soul and find your inner fashionista."

"O-kay..." said Mario when Rarity scooted closer into his ear.

"If that doesn't motivate you, our first dress is Twilight's," Rarity whispered, "how romantic would it be if her own date designed it himself?" Mario felt his cheeks blush before he smiled.

"Ah!" he exclaimed and quickly began to sketch. The two ponies soon got to work and some music began to be heard as Mario showed Rarity his design. It wasn't much longer before they got very busy choosing color fabrics, threads, and other things to complete each dress.

[Rarity]

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
We're stitching Twilight's dress

"Ow!" Rarity looked his way.

"I'm good!" said Mario with a smile, shaking off the stinging in his hoof, "What's next?" Rarity smiled.

[Rarity]

Yard by yard, fussing on the details
Jewel neckline, don't you a stitch in time saves nine?

"I do," said Mario.

[Rarity]

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

By now even the materials seemed to be dancing around Rarity as the two ponies continued their work. Poor Opal was even caught in the dancing materials once or twice. Then Mario presented two blank sketches of some dresses in which Rarity was deciding on the colors.

[Rarity]

Dressmaking's easy, for Pinkie Pie something pink
Fluttershy something breezy
Blend color and form,

"Do you think this looks cheesy?" Rarity asked Opal as Mario pondered on the colors himself and looked at the cat. She just gave a bored glare as her answer.

[Rarity]

Something brash, perhaps quite fetching
Hook and eye, couldn't you simply die?
Making sure it fits forelock and crest
Don't forget some magic in the dress

"And a little love," Mario added.

"Of course darling," Rarity agreed.

Even though it rides high on the flank
Rainbow won't look like a tank
We're 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!

While they worked together on the designs for Pinkie's, Applejack's, Fluttershy's, and Rainbow's dresses, Twilight's dress was designed solely by Mario, with some editing by Rarity but it was very minimal.

It was the next day when Rarity had gone to go round up their rest of the girls. Mario had just finished setting up the five dresses. At his request, he asked Rarity if he could keep his outfit for the Gala a surprise, which she heartily agreed. As he waited Mario could feel himself become very nervous.

"Do you think the girls will like the outfits?" Mario asked Opal out of the blue. Opal just meowed with her bored look as she sat on the table near the sewing machine.

"Sorry, didn't mean to bore you," Mario replied, "I just needed someone to talk to." Opal was about to walk away when she tripped over a snag in some fabric and about the tumble to the floor, but then was surprised to see Mario had used his magic to stop her fall and set her gently back on her feet. She walked over to him and nuzzle his fore-hoof, meowing to say thank you.

"Anytime," said Mario before he heard the door open and Rarity was guiding five girls inside with her voice since they had their eyes closed.

"That's it," said Rarity, "keep em closed. Don't look..." Once the girls were in position... "Okay, you can look now!" The five ponies opened their eyes and gasped all at once as they saw the dresses.

"These are your new outfits," said Rarity, showcasing each dress as she talked about them, "What do you think of your old work duds now, Applejack? Pretty Swanky are they not?" Applejack's dress featured a stylish stenson hat with a collar line that had an apple shaped jewel and tie. The back of the dress had a brown western saddle with some green Velcro-like pant legs that had brown tassels on the bottom. (Opal was happily playing with them.) The front hooves had some stylish green boots with apple decals on them with lacing.

"And Twilight! Mario made this dress for you himself and together, we designed each outfit theme to perfectly reflect each pony's personality," said Rarity. Twilight's dress had a celestial theme to it with a cape like front and back that was covered in decorative stars that literally "sparkled" in the lighting. Let's not forget a star hairpin to go with it.

"Oh, it took us forever to get the colors right on this one Rainbow Dash, but we did it," Rarity pointed out, "Oh, and it turned out beautiful, don't you think?" Rainbow's dress had a golden Athenian style headdress with a chained necklace that had a collection of purple beads on it. The back had a long flowing rainbow colored skirt that some cotton lining along the edges to resemble clouds. (Opal enjoyed nuzzling the material.) On the front hooves were gold laced ballerina style shoes.

"And I know you are going to love yours, Fluttershy," said Rarity, "It just sings spring!" Fluttershy's dress had a leaf-like front line that featured a large butterfly on the front and a butterfly hair clip. The back had a light blue sash with a long green, multi-layered skirt that had a simple line of yellow and blue flowers along the bottom. The fore-hoofs also had some ballerina style shoes, but hers were green and the straps resembled vines.

"And Pinkie Pie, look! Pink!" Rarity exclaimed, "Your favorite! Aren't they all amazing?" Pinkie's dress feature a white and blue stripped top that had a V neck, or something close to it, with a pink bow on the front with a long pink skirt that was divided by a white lace that was decorated with candy patterns on it. More candy patterns were found along a flowing blue lining along the bottom of the skirt. The front hooves featured some blue shoes that had pink bows on them. And it also featured a mini blue and white hat that had a candy shaped bow on the side.

Rarity and Mario smiled widely for them, for they were both very impressed with their work. They hoped their friends felt the same way. However, all they received was just a long dreadful silence as the two ponies just smiled, each becoming uneasy as the others said nothing but just stared.

"Wow...They're..." Twilight began.

"Yeah, they're..." Rainbow added slowly.

"They sure are...somethin'," Applejack replied.

"Yes! Something," Twilight agreed.

"I love something!" Pinkie pie added in her cheerful tone, "Something is my favorite!"

"It's...nice," said Fluttershy plainly, but there was no real joy in her tone. Mario felt like his heart was going to break. His first try helping Rarity and his own friends didn't like his efforts. The fact even Twilight didn't like the dress he designed hurt the most.

"But what's the matter?" Rarity asked curiously, "Don't you like them?"

"They're very nice..." Twilight said slowly.

"And we're plumb, grateful 'cause you two worked so hard on them," Applejack added. By now, even Rarity was feeling upset. No amount of sugarcoating could hide what they were really saying at this point.

"Mine's just not as cool as I was imagining," Rainbow said, the first pony to finally be upfront about their feelings, yet she got death glares from both Twilight and Applejack.

"She asked," Rainbow said in her defense.

"I guess what we're all saying is that they're just not what we had in mind," Twilight said after and their other gave a collective yeah in agreement. Mario said nothing as Rarity recomposed herself.

"That's okay. Not a problem," said Rarity, "There's plenty more where that came from. Right Mario?" Mario blinked a bit before he finally tried to recollect himself.

"Of...of course, Rarity," said Mario, trying to hide his disappointment, "When st first you don't succeed...try...try again...heh...yeah..." Mario sighed as he put his back against them all, trying to hide the single pair of tears threatening to fall from his eyes.

"Anyway, they were a first pass," said Rarity as she stared removing items from them, "You're our friends and I want you to be 110% satisfied. Not to worry, we'll redo them."

"Oh Rarity, Mario, "said Fluttershy, "You don't have to do that. They're fine."

"We want them to be better than just fine," said Rarity with determination, "We want you to think they're absolutely perfect. Right Mario?" Mario nodded quietly.

"Are you sure? I mean, we wouldn't wanna impose," said Applejack.

"Oh, it's no imposition," said Rarity, "Really, I insist."

"Well in that case..." said Twilight, "thank you again Rarity." Rarity just smiled as the rest of the ponies left the boutique. Rarity just sighed as she sat down.

"What have I gotten myself into?" she asked herself.

"This is my fault," said Mario sadly, "I...failed..."

"No you didn't darling," said Rarity, "We made these outfits together and you did a wonderful job. But that happens in the fashion world...sometimes...your best isn't what the customer wants." Mario nodded as he wiped a tear from his eyes.

"I didn't think it would hurt so much," Mario sniffled but then tried to composure himself, "S-s-sorry, I'll..."

"It's alright, Mario," said Rarity gently, "I get teary too when that happens and it's nothing to be ashamed about. I know it must hurt to work that hard on something for Twilight and for her to not like it must have hurt."

"Yeah," said Mario sadly, "So much for impressing her..." Rarity gave him a supportive hug.

"Well, you'll get another chance," said Rarity, "Let's get back to work." Rarity used her magic to hand him back his sketch pad and Mario began to examine their current dresses and what could be done to modify or improve them. Both were working themselves ragged as both their manes were getting rather frazzled when Fluttershy arrived back at the boutique. Rarity was currently working at her sewing machine and Mario had been examining color fabrics for another dress.

"Hello? You wanted to see me, Rarity?" Fluttershy asked softly.

"Fluttershy! Your new-new gown's ready," said Rarity as Mario brought it over. Once Fluttershy had change into the dress, they examined it together in the mirror. Rarity had adjusted the layering of the back of the dress and replaced the butterfly hairpin with a flower one. The bottom of the skirt had been giving a more arc-shaped pattern with some colored dots instead of flowers. The blue sash had also been extended to ride further down the skirt.

"We completely revised it and I know you're going to love it," Rarity continued.

"What do you think?" Mario asked hopefully.

"I...love it," said Fluttershy plainly. Neither Rarity or Mario believed her.

"Oh, you're just saying that," said Rarity.

"No, no," said Fluttershy quickly, "I do. It's...nice."

" "Nice"?" Rarity and Mario repeated together.

"Nice," Fluttershy said again. Mario just sighed to himself.

"If you don't like it, you should just tell me," said Rarity.

"Yeah, you're lying isn't making me feel any better about my designing skills," Mario added.

"Oh, but I do like it," Fluttershy kept insisting.

"Like it or love it?" Rarity demanded as she make Fluttershy step back.

"Um...both?" Fluttershy answered feebly.

"Which is it?"

"Please stop asking me this, I..."

"Well, just tell me what you really think! Mario and I want to know!"

"No, that's okay..."

"Tell me"

"No...it's fine..."

"Tell me!"

"I...like it..."

"Tell me, tell me, tell-me-tell-me-tell-me!" Rarity pleaded firmly.

"Out with it!" Mario finally snapped.

"All right! Since you really want to know..." Fluttershy snapped, taking a deep breath before speaking again, "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 paused to catch her breath. Rarity and Mario were just dumbfounded. Since when was Fluttershy so knowledgeable about sewing? Guess you learn something new every day.

"But...uh...you know...um, whatever you want to do is fine," said Fluttershy timidly. Mario dropped his sketch pad in defeat.

"I quit...I just do," said Mario as he tried to walk away. There was no way he could improve Fluttershy's dress now. That critique was beyond even his understanding of sewing.

"Get back here!" Rarity said sternly.

"WAH!" Mario yelped as Rarity pulled him back.

Once Mario admitted that he just felt overwhelmed and wasn't actually gonna quit, he and Rarity were busy modifying Twilight's dress to her standards.

"Now, the stars on my belt need to be technically accurate," Twilight instructed as she paced about, "Orion has three stars on his belt, not four." Mario nodded as he quickly tried to find a place to put the constellation on her dress and Rarity kept sewing. Rarity began to sign again.

[Rarity]

Stitch by Stitch, stitching it together
Deadline looms, don't you know the client's always right?
Even if our 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!

As they were working on Pinkie's dress, the pink pony herself was there with her own suggestions.

"Don't you think my gown would be more "me" with some lollipops?"

"Lollipops?" Mario exclaimed.

"Well, I think..." Rarity began.

"Balloons?" Pinkie suggested.

"Wuh?!" Mario exclaimed as he looked up from his sketch book.

"Well..." Rarity said again.

"Do it!" Pinkie shouted. Mario and Rarity sighed before the latter began to sing again.

[Rarity]

Hour by hour, one more change
I'm sewing them together, take great pains
Fluttershy, you're putting us 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

Twilight and Fluttershy continued to make their critiques.

"That constellation is Canis Major, not Minor," Twilight pointed out.

"French haute couture, please," Fluttershy added.

"Ugh..." Rarity and Mario groaned as Mario was rubbing harder and harder with his pencil to try and make the modifications in his book. Other modifications were just as frustrating.

"What if it rains?" Applejack said aloud, "Galoshes!"

"More balloons!" Pinkie suggested, "On no, that's too much balloons."

"Thank goodness," said Mario relieved.

"More candy, oh less candy," said Pinkie instead, "Oh, wait I know, streamers!"

"Streamers?" said Rarity and Mario together.

"Whose dress is this?" Pinkie asked skeptically. Mario just looked at Rarity wearily before Rarity gave her a sigh.

"Streamers it is," Rarity conceded as Mario sighed and went to vigorously erase his design for Pinkie's dress again. Then they went to work on modifying Rainbow's outfit. They had just finished the latest modifications when they turned to look at Rainbow.

"What?" Rainbow asked puzzled.

"Aren't you going to tell me to change something too?" Rarity asked.

"No, I just want my dress to be cool," Rainbow answered.

"Do you like the color?" Rarity asked.

"I picked it myself," Mario added as he continued to examine his sketch.

"The color's fine, just make it cooler," Rainbow told them.

"Do you not like the shape?" Rarity asked.

"I'm really trying to get the coolness here," said Mario, "but we need to know what we're missing here!"

"The shape's fine," Rainbow answered, "Just make it the whole thing...you know cooler. It needs to be 20% cooler." Rarity just groaned and Mario just face planted his sketch book in frustration. Then the song continued.

[Pinkie Pie]

All we ever want is indecision

[Rainbow]

All we really like is what we know

[Twilight]

Gotta balance style with adherence

[Fluttershy]

Making sure we make a good appearance

[Applejack]

Even if you simply have to fudge it

[All but Rarity and Mario as they stand around the sewing machine]

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 had barely sang the last note of her song before they both collapsed onto the floor with an exhausted plop.

"Ugh, Opal," said Rarity as she examined her work, "These are the ugliest dresses we've ever made."

"This is not what I had in mind when I thought I would help you make dresses," said Mario with sigh, "I feel no satisfaction with my work. I don't feel like I did a good job either. I hate feeling like this."

"We did with what we were asked for," said Rarity, "Now come on. Let's get the others." Mario nodded. But deep down, just the sight of what they had created gave him a sinking feeling in his stomach.

"Okay, we did exactly what each of you asked for," Rarity told the five girls once they had arrived back at the shop, "Now don't hold back. Let us know what you really think."

"Oh my!" Twilight exclaimed.

"It's...perfect!" Fluttershy added happily.

"It's cool!" Rainbow said next.

"Why, they're the best duds I ever did see," said Applejack.

"It's exactly what I asked for!" the five girls said at once.

"Thank you, Rarity," said Twilight happily, "you too Mario."

"Guess you do have what it takes to be a fashion designer," Applejack added.

"Um...thanks..." said Mario, still not feeling worthy of the praise, nor did it make him feel any better about his work. Rarity just smiled sheepishly.

"Are you as happy with them as we are? Huh? Huh? Huh?" Pinkie asked Rarity and Mario eagerly.

"Well, I'm happy that all of you are happy," Rarity answered, "We're just relieved to finally be done."

"I knew making my first dresses wouldn't be easy," said Mario, "But I still wasn't prepared for this."

"You did just fine, darling," said Rarity, giving him a small smile but added under her breath, "under the circumstances, it's the best either of us could do." It was just then Spike entered the front door.

"You are never gonna believe this!" said Spike, "You've heard of Hoity Toity."

"The bigwig fashion hotshot in Canterlot?" Twilight answered.

"Uh-huh," said Spike, "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!"

"Whoa, Nelly!" said Applejack, "You could sell a ton o' dresses to this guy. Your business will be booming! And Mario will really make himself a name among the fashion elite!"

"Wow!" said Twilight.

"That's so cool!" Rainbow added.

"I don't believe it!" Pinkie Pie said excitedly. Neither could Rarity and Mario.

"Hoity Toity? He's coming here? To see THESE dresses?" Rarity exclaimed and Mario felt like his heart had stopped beating.

"Yep!" said Spike, "Get ready for all of your dreams to come true!" But for Rarity and Mario, the looks on their faces gave the impression that they were both about to experience their worst nightmare.

Later that night, several ponies from the town had gathered around a stage for the fashion show. Rarity was nervously awaiting with her head sticking out of the curtain. Mario was right beside her. While he looked like he was calm, deep down his heart was pounding out of his chest.

"Oh," Rarity gasped, making Mario jumped, "There he is!" Rarity began to breathe up and down frantically as Mario tried to calm her down. Hoity Toity snootily made his way towards the front of the runway. He then gestured for a pony to place a cushion so he could sit, but the pony holding the cushion got his face smashed as Hoity Toity took his seat. Rarity was still frazzled and Mario just held her close for support.

"How are you so calm about all of this?" Rarity asked Mario. Mario just looked at her and showed a fore-hoof, which was trembling. Rarity grabbed it to help him settle down.

"Relax Rarity," said the marshmallow pony, but her talk was more to herself, "You need to show Mario how to stay cool under pressure. Our friends like our outfits and so will he." Rarity then squealed when everything went dark and Mario jumped once more.

"What's wrong with the lights?!" Rarity exclaimed frantically before realizing something, "Oh, yes. That means the show's starting, good." Mario just whimpered lightly as the show began. The town's personal DJ, formally known as DJ-Pon3, began to play some tunes.

"Since the beginning of time," said Spike from a silhouette in the dark, "the elite of Equestria have longed for pony fashions 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!...and her new intern Mario." That last part was said with no enthusiasm. Most likely jealousy on Spike's part, but Mario was wishing that he had been left out. The spotlight was set on the five ponies and their new, modified dresses.

What a sight they were! First to walk the runway was Twilight, whose dress looked more like a cloak with constellations patterned all over it. A large bow was added to her tail and she had multiple star boppers on her head as well as gold star earrings. Applejack's new dress featured a red ten gallon hat, overalls style dress with a crochet quilt style mini skirt with yellow work boots. Fluttershy's dress had a flower bud neckline with a long skirt that had pink and yellow polka dots with a grassy like landscape along the bottom. She had some grass patch style shoes and a bird's nest for a hat. Rainbow's dress looked more like a badly dressed comic book super hero, with matching superhero style boots and helmet to boot. Pinkie looked like a clown. Literally. The dress was dark green top with an oversized yellow bow and a large blue tutu mini-skirt. She had tied yellow ribbons on her hooves and wore a giant cupcake for a hat. The five ponies walked down the runway proudly. But as they did, the other ponies began to murmur and make faces at their outfits. Once they reached the rotating platform at the end of the runway, Applejack was the first to noticed the murmuring.

"Why's everypony lookin' at us like that?" Applejack asked once she saw nopony looked too pleased at their dresses.

"Oh dear," said Twilight as she saw the discontent faces from the crowd.

"You think we overdid it?" Rainbow asked.

"Nah," said Applejack and then paused as she saw her work boots, "Okay, maybe a little." Hoity Toity was most indignant.

"Oh, these amateurish designs look like a piled on mesh of everything but the kitchen sink," Hoity Toity remarked, earning a few laughs from the crowd. Ironically, Rarity had Mario bring a kitchen sink and was quietly trying to hide it behind the curtain.

"Those outfits are the ugliest things I've ever seen," Hoity Toity continued, "oh for shame. Who is responsible for subjecting our eyes to these horrors? Not to mention wasting my valuable time."

"Oh! Hide me!" Rarity said to Opal as she ducked behind her cat.

"Me too! Me too!" Mario added, quivering behind the cat as well.

"Come on out and take a bow, Rarity! You too, Mario! You two worked really hard for this!" Spike announced as Rarity and Mario quietly made their way out into the crowd as Spike began to cheer...for Rarity of course, "Yes! All-right. Woo-hoo! Go, Rarity!" Rarity just kept her head low and Mario did the same. Their five friends just tried to smile at her, but their smiles soon turned to concern as the crowd murmured. Then they saw Mario and things just got worse.

"Wait? Mario's a designer!"

"He can't design anything!"

"No wonder these dresses are so awful!"

"Why would Rarity hire him for?"

"That young colt should have never tried to be designer," Hoity Toity added, "and he never will be with dresses like this!" Everyone began to laugh again. What happened next made the five ponies heart's break.

Mario began to cry, his sobs drowned out by all the murmuring and laughter.

If it hadn't been for Rarity, he would have ran off by now, but because he was a loyal and caring friend. He was willing to throw away all his dignity to make sure she didn't have to be on that stage alone.

Days had gone by and no pony had seen Rarity or Mario in public. No one could blame them. After such a humiliating fashion show, neither one of them wanted to be seen or spoken too. The mane 5 were more worried about Mario at the moment. They already knew where Rarity would be, but Mario was nowhere to be found.

"Did you check his house?" Rainbow asked Twilight. They had already searched about Ponyville several times today, but no pony had seen Mario. At first they had assumed he would be home and had given him space, but were later shocked to find the house was empty.

"Yeah, but he wasn't home," said Twilight, "It looks like he hasn't been home for days."

"Hey, how did you get a spare house key?" Pinkie asked indignantly.

"Because Mario knows Twilight won't decorate his house in "my sweet babboo" posters and love notes," Applejack replied.

"That only happened once!" Pinkie barked annoyingly.

"You don't think he'd run away do you?" Fluttershy asked worried.

"He might have gone back to the castle," said Twilight, "With his top speed, it's only a few minutes to Canterlot. I'll send a letter to Princess Celestia once we get back to the library," said Twilight, "but for now we need to see if Rarity is alright." The other's nodded in agreement as they made their way to Carousel Boutique. They opened the door and gasped to find Mario hard at work in front of the sewing machine. He was still wearing his glasses and had a measuring tape dangling from his neck.

"Mario!" they all shouted. Mario turned off the machine and gave them a smile.

"Welcome to the Carousel..."Then Mario's cheery tone faded instantly when he saw who it was, "...Oh, hey you guys..." Mario just went back to work.

"Have you been here this whole time?" Twilight asked curiously.

"Pretty much," said Mario simply as he continued to work, "With Rarity in seclusion, someone needs to run this Boutique. Even though...I've had no customers come in since the fashion show. I even tried putting up posters during the night to advertise an original design, but...no pony showed up."

"What design?" Fluttershy asked curiously. Mario pointed a hoof towards two lone dresses. They had the same style, just one dress had a pink top with a blue skirt and white beaded necklace while the other was a yellow top with a pink skirt with blue beaded necklace. There was also some matching shoes on the fore-hoofs and a mini bow just below the ears.

"They're not too shabby," said Applejack, "A bit basic for Rarity dresses, but definitely pretty."

"I agree," said Twilight, "I would wear this dress."

"Good to know," said Mario, "Too bad I didn't think of just going with my gut the first time around with your dresses. OW!" Mario pricked himself again for, who knows what number it was at this point. He just shook his hoof and got back to work.

"I hope you know that we're very sorry for what happened," said Twilight.

"Yeah, didn't expect you to cry a river in front of everypony," Rainbow added, getting plenty of glares, "What? That's what he did." Mario rolled his eyes at her lack of sympathy.

"Look, I've done what I could to help Rarity as much as I could, but she refuses to leave her bedroom and I don't blame her," said Mario, "I even said she could pin the blame for what happened on me, but she said no."

"For good reason," said Twilight, "You only did what Rarity told you to do. After all, your her student and she's the teacher."

"Maybe, but you can't change what happened," said Mario, "The damage has been done. I haven't even been outside this shop with the exception of the posters. I even wore a disguise when I left..." The ponies noticed a trench coat, hat, and some dark glasses on a table. "...as for Rarity, I've done what I can to make sure she at least eats while she's up there and I run the business.

"Wait a second, if you've been here these past few days, where did u sleep?" Twilight asked. Mario pointed to another corner. There on the floor was a single pillow and blanket.

"You could've slept on a sofa," Pinkie pointed out.

"The only one is Rarity's chasse sofa," said Mario, "and we all know how that is reserved for her...emotional moments." A mumbled "yeah" was muttered amongst the five ponies.

"Well, I think it's time we fix this," said Twilight, "Come on Mario. We'll need your help getting Rarity to come out." Mario shut off the sewing machine, removed his glasses and measuring tape, and followed the five girls upstairs to the door leading to Rarity's bedroom. Pinkie was the first to approach the door.

"Rarity?" Pinkie called out from outside the door, "You okay in there? You haven't come out for days."

"I never coming out!" Rarity replied dramatically as she paced about her bedroom in a pink bathrobe and slippers, "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 let out a loud sob.

"Rarity please," Mario pleaded.

"I already told you! This is my fault and my fault alone!" Rarity sobbed, "You did what I told you to do. I made the decision to present those dresses neither of us felt were worthy and now I'm ruined!"

"You're still not the only pony who thinks they're a laughing stock," Mario answered, "They're laughing at me too."

"Neither of you are a laughing stock," Twilight pointed out.

"They kind of are." Rainbow answered bluntly.

"Shhh!" Twilight retorted as Mario gave Rainbow a light growl, "Come on out and talk to us."

"Leave me alone!" Rarity sobbed louder, "I vant 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 am supposed to wallow in! I'm so pathetic! Mario, if there is one thing I do find you at fault for it's being loyal to the likes of me!" Rarity continued to sob as Mario just sighed sadly.

"Now what do we do?" Twilight asked.

"Uh...panic?"

"That's your answer for everything," Rainbow shot back.

"It's still better than you ideas, big mouth," Mario retorted, still feeling bitter over Rainbow's remarks earlier.

"Well, we can't just leave Rarity like this," Applejack pointed out and Mario nodded in agreement.

"She'll become a crazy cat lady!" Pinkie said worried.

"She only has one cat," Twilight remarked.

"Give her time," Pinkie answered, earning a eye roll from Mario. Mario then beamed.

"Idea!" Mario sing sang, earning stares from the others.

"So Rarity rubbed off on me a bit," said Mario in his defense, "Come on. I've got an idea." The others followed and Mario had Twilight peek inside of what was Rarity's personal work room. There on a mannequin was her unfinished dress for the gala. It didn't take long before the others figured out Mario's idea as he grabbed the key to unlock the room. A few hours later, Rarity was still...wallowing in her pity...to answer her question from earlier as she stood before her mirror.

"Exile," Rarity had decided, "I guess technically I'd have to move away to be in exile. Where would I go? And what would I pack? Oh, it's going to take me forever to do all of the packing. What are you supposed to pack when you are in exile? Are you supposed to pack warm?" Rarity was interrupted when she heard some loud meowing.

"Huh? Opal?" Rarity called out as she found the meowing was coming outside. Rarity gasped when she saw the poor cat clinging fearfully onto a tree branch.

"Opal, how did you get up there?" Rarity asked worried, "Hang on, you poor dear! Mama's coming!" Rarity ran out of her room and out of the Boutique to the tree Opal was in. She came to stop when she found Rainbow sitting on a branch next to Opal.

"Rainbow Dash?!" Rarity exclaimed, "How dare you strand my poor Opal in a tree!"

"Well, how else were we gonna get you to come out and show you this?" Rainbow answered as she tilted her head towards the other girls and Mario.

"What is it?" Rarity said in shock, "It's not...You..." Rarity gasped as they backed away to show that Rarity's dress for the gala was now finished.

"We all finished your dress for you," said Pinkie.

"Thanks to Fluttershy's freaky knowledge of sewing," said Applejack, as Fluttershy blushed shyly.

"And Mario's attention to detail so we could follow your design perfectly," Twilight added, making Mario blush in the same manner.

"Do you like it?" Fluttershy asked Rarity. Rarity said nothing but just walked around the dress quietly.

"Uh-oh. She doesn't like it," said Fluttershy sadly.

"I'm not cut out for this," Mario sighed in defeat as Fluttershy gave him a support pat on the shoulder.

"No, I don't like it," said Rarity upfront with her back against them.

"Awwww..." The rest of the group all groaned.

"I love it!" Rarity said as she turned around with a her eyes sparkling.

"Yay!" The girls all cheered and Mario breathed a long sigh of relief.

"You ponies did an amazing job," Rarity continued, "It's exactly the way I imagined it."

"We just followed your brilliant design," said Fluttershy, "And it was easy with Mario guiding us." Mario just smiled at Fluttershy to say thank you as he went to stand next to Rarity.

"Like we should have let you and Mario for our outfits," said Twilight, "those dresses you two designed were perfect."

"We're so super sorry," said Pinkie.

"You two worked really hard to make our dresses exactly the way we wanted them," Rainbow pointed out as she hovered next to Rarity with Opal on her back, "We all saw how well that turned out."

"Oh, I forgive you," said Rarity as Opal hopped from Rainbow to Rarity's back.

"Same here," said Mario, "We just wanted to make you happy is all."

"Well, that's mighty big of you," said Applejack.

"But my whole career is still ruined!" said Rarity in anguish.

"Oh, right," said Applejack, "that." Then Rarity noticed the sad look on Mario face.

"Darling, how many times have I..." Rarity remembered what Mario had said earlier, "You're hurting from all of this too, aren't you?" Mario just sighed.

"Yes," he replied slowly, "But I've been too busy trying to redeem your career to wallow in...well whatever it is you're supposed to wallow in...pity? Ugh, even I don't know the answer! Besides, as much as I want to just walk away from designing, you need me and I never turn my back on my friends...or my new mentor." Rarity gave him a watery smile and embraced him.

"We still have a long way to go redeeming ourselves," said Rarity.

"We'll find a way," said Mario, "eventually...this little bad publicity will blow over and we can recover."

"Maybe not," said Twilight as she noticed a familiar Canterlot fashion elite walking nearby. It could be assumed he had heard and seen everything.

"All right, I haven't got all day," Hoity Toity answered in his snooty manner. Mario and Rarity smiled before they all rushed inside to get ready. That was when Rarity remembered something else.

"Oh Mario! We've been so busy over everything else that we forgot all about your outfit!" Rarity pointed out. Mario just smiled.

"I got it covered," Mario replied with a wink. Rarity just smiled as they quickly came up with some choreography. Meanwhile, Hoity Toity was just waiting impatiently for the fashion show to begin. Opal seemed to be entertained playing with the end of his side ponytail.

"Take two," he said firmly as he shoved the cat out of the way. Rarity and Mario smiled before making both their horns glow. Hoity Toity oohed as a large collection of stars appeared before them all. Some of them flying into the back end of Twilight's skirt as she posed in the original design Mario had created for her.

"Hello..." Hoity Toity said in shock, "Oh, this can't be the same designers." The scene them shifted towards a large orchard that was loaded with apples. Then a lasso from the distance appeared and pulled in a lone apple from the tree. The apple disappeared once Applejack appeared in her dress and made a pose.

"Simply magnificent!" said Hoity Toity, "And I suddenly have a fierce craving for Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler..." His thoughts were interrupted as some rainclouds appeared, but rather than water, it began to rain various types of candy. Some began to land on the side of Pinkie's dress and one large one on her hat. Pinkie didn't resist extending her tongue to collect a green gumdrop before making her pose.

"Brilliant!" Hoity Toity exclaimed but was then startled when two clashes of lighting appeared before him. Then Rainbow came flying through the air, and made a dynamic pose as she landed.

"Oh spectacular!" Hoity Toity said, now applauding. Opal smiled in agreement when they were both taken back again as some vines appeared before them. The vines produced some flowers, which the pedals dropped from them instantly as a few butterflies flew by. One then landed on the side of Fluttershy's head, turning into her hairpin and front of her dress as she made a very calm and confident pose.

"Now this is a fashion show!" said Hoity Toity, now enjoying himself, "All of these dresses are absolutely amazing! Who is responsible? Step forward, show yourself!" That was when Rarity appeared, using her horn to make a disco ball lighting effect surround her dress as the rest of the girls appeared behind her as she made her way to the front.

"Brava! Brava! Magnifico! Encore!" Hoity Toity cheered.

"Let's not forget someone else," said Rarity as she made her horn glow once more. This time a black carriage appeared before a satin red carpet. Flashes surrounded by background ponies were cheering and squealing as Mario exited out of the carriage like a celebrity. His outfit featured a black formal shirt that had some low key glitter to it with a splatter style grey vest and gold necktie. He also had a some shiny black shoes on his hoofs and a Fedora hat that had a black band around it with a red rose tucked into it. Mario walked down the red carpet, posing twice before glancing at his side. Fluttershy, Pinkie, and Twilight were shown, pretending to be fan girls as they cheered for him.

Now here was the original script: Mario would toss his rose at Twilight, who would act smitten as Mario held her by a fore-hoof and escort her down the red carpet with him. She was his date for the Gala after all.

Here's what really happened: Mario tossed his rose to Twilight, only for Pinkie to bash her out of the way so the pink pony could catch the rose in her mouth. Pinkie then zipped up to him with a smile despite the rose in her mouth. Mario stayed in character, walked right past Pinkie, helped Twilight to her hoofs, and escorted her down the red carpet as planned. This time, leaving a shocked and annoyed Pinkie in the background.

Despite the altered scene, Hoity Toity was most impressed.

"Stupendous! Encore! Encore!" he replied.

"Oh, thank you. Thank you! Oh, thank you so much!" said Rarity happily as Mario stood on her right side.

"I'm glad you enjoyed the show and our work, sir," Mario added, "There's certainly more where that came..."

WHACK!

Mario was then smacked in the back of the head by the red rose. He turned to see Pinkie as she "hmphed", dropped the rose, and turned her head away with her nose in the air. All eyes were on Mario now.

"Heh...fashion models, am I right?" Mario replied sheepishly. There was a brief silence before they all laughed, even Hoity Toity.

"Dear Princess Celestia," Twilight told Spike as he wrote the letter and the rest of their friends were enjoying themselves, "This week, my very talented friend Rarity, as well as your student Mario, 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 at her little pun as Spike tied up the letter and sent it heading towards Canterlot. Hoity Toity watched the letter leave the Boutique before speaking to both Rarity and Mario.

"Rarity, Mario, my congratulations to you both on your most impressive fashion debut," Hoity Toity told them both, "Would you do me the grand honor of allowing me to feature your couture in my Best of the Best Boutique in Canterlot?" Rarity and Mario both gasped excitedly.

"Now, I'll need you to make a dozen of each dress for me by next Tuesday," said Hoity Toity, "and that will include a dozen of Mario's ensemble as well." Mario and Rarity's eyes nearly popped out as they both chuckled and smiled sheepishly.

No pony said the road to being a well-known fashion designer would be easy...

I would like to clear the fact that Mario's internship is only a part time deal. Plus he's there more to be an assistant and supportive friend to Rarity rather than become a designer.

When I took the "which pony are you?" questionnaire on Facebook, I was told I was most like Rarity. It's why you see Mario kind of act just like her in this story to some extent.

Peace Pony Fans

Feeling Pinkie Keen

Pony's Log Number 115: There are just some things in life that cannot be explained. And then there's a pony named Pinkie Pie who cannot be explained either...

One day, Twilight and Mario were outside taking turns learning and refining some of their magic tricks. For the moment, it was Spike's turn to be the target as he had some rocks and other items in his hands.

"Tuh! Nuh! Uh! Nyuh!" said Twilight as she used her magic several times to change Spike into various outfits, finally settling on a nice tuxedo. Then she noticed that Spike seemed a little distracted.

"Eyes over here, Spike!" said Twilight.

"Uh, sorry," said Spike. Twilight then turned the twig he was holding into a fancy cane.

"For this to work, it's crucial we keep our concentration totally on the-,"

"Ooh!" Pinkie exclaimed, which cut off Twilight's explanation and concentration as the rock she had turned into a top hat transformed back into a rock and clocked Spike on the head.

"Nyuh!" Spike yelped as he tumbled over.

"Spike!" Twilight scolded, "This magic needs our full attention to make it happen. There's no other way."

"I can't help it," Spike protested, "Look!" Mario and Twilight noticed that Pinkie was darting about frantically with an umbrella hat on her head. She looked rather intimidated and nervous.

"Wonder what's got her all wound up," Mario pondered, "I haven't seen a pony that on edge since final exams last semester."

"Oh hush you," said Twilight, not willing to admit he had been referring to her as she watched the pink pony, "Ugh, never mind her. She's just being Pinkie Pie."

"Super-extra Pinkie Pie today," Spike remarked.

"Plus super extra random," Mario added. Then they heard some rather eerie music as Pinkie's tails looked like it was...vibrating.

"Hmm...Twitchy, twitcha-twitcha, twitch," said Pinkie aloud. Mario just looked stunned before rolling his eyes.

"You know, I think maybe it's time I create a book on a whole new language," said Mario.

"What might that be?" Twilight asked.

"Pink-lish," Mario answered as both Spike and Twilight rolled their eyes at him before they all approached the pink pony.

"Pinkie Pie?" Twilight asked her curiously, "What in the wide, wide world of Equestria are you up to?"

"Oh! It's my tail! It's my tail! It's a-twitch a-twitchin'!" Pinkie answered, "And you know what that means."

"Actually, Pinkie, I haven't the slightest idea," said Twilight.

"My best guess is that somepony said you were gonna have bad luck today and you believed them," Mario suggested, "Or one of Fluttershy's chickens is claiming the sky is falling." Twilight giggled lightly at the second answer.

"The twitchin' means my Pinkie Sense is telling me that stuff's gonna start falling!" Pinkie answered, "You two better duck and cover."

"Oh, Pinkie, it's not gonna rain," said Twilight as Mario began to search his surroundings. As Twilight continued to speak, he silently gasped and covered his head with his fore hooves.

"Umm...Twilight..."

"Why, there's barely a cloud in the-UGH!" Twilight was then cut off when a frog smacked right on her nose. Twilight's eyes were startled as she and the frog just stared at each other from close range. The frog simply croaked.

"He just said "nice catch" in Frog," Pinkie told Twilight. Poor Twilight was too shocked to answer as the Frog croaked in reply.

(theme song)

Twilight still hadn't moved as the frog continued to hop and move about her head.

"Oh, I'm so, so sorry," said a voice from above. Everyone looked up to see Fluttershy, flying above carrying a large number of frogs in a giant wooden cart, her saddle bags, and even her fore-hoofs.

"You okay Twilight Sparkle?" Fluttershy asked, "I just couldn't stand to see the pond so over-populated, what with the frogs all hopping into each other and all, so I decided to fly as many as I can over to Froggy Bottom Bogg."

"Of course you did," said Twilight annoyed.

"Fluttershy, if you needed help moving all the frogs, why didn't you come ask me to help?" Mario asked her curiously, "I could have lent you my freight cars. Their more spacious and a simple floating spell would've helped you fly them over to the bog. Or I could've moved them for you."

"Oh...I...I didn't want to intrude, you seemed pretty busy..." Fluttershy answered.

"I'm never too busy to help a friend," said Mario, "do you need my help?"

"I'll be fine," said Fluttershy, "but thank you so much for asking. I think Twilight wants me to go. Bye-bye!" Her good bye was slightly muffed as Fluttershy flew away as the lone frog continued to move about her head.

"Um...Twilight?" said Pinkie, "You gotta little somethin' on your face there."

"Oh, really?" Twilight remarked annoyingly, "Did your Pinkie Sense tell you that, too?"

"Nah, I could just see it," said Pinkie before walking away singing "la-la-la-la-la..." That was when the frog finally hopped off of Twilight's face.

"Come on, Spike and Mario, let's continue our practice session where there's a little less commotion," said Twilight.

"Wow! That was amazing!" said Spike as he climbed into Twilight's back, "Pinkie Pie predicted something would fall, and it did!"

"You've gotta be kidding..." Mario exclaimed in exasperation.

"Oh come on," Twilight retorted, "She said that something would fall, and a frog just happened to fall right around the same time. A coincidence, nothing else to it."

"Besides, Spike," said Mario, "I saw Fluttershy flying above us when Pinkie said that and the fact she was overloaded with frogs. One falling was bound to happen."

"If you saw the frog about to fall, why didn't you warn me?" Twilight asked.

"Twilight, you're my best friend and I...care alot about you," said Mario, "But I've learned by now that you never listen to me." Twilight looked indignant.

"I'm working on it...," she muttered to herself as Mario just rolled his eyes. It was just then Pinkie returned.

"My Tail! My Tail!" Pinkie called out, "Twitch-a-twitch! Twitch-a-twitch! Somethin' else is gonna fall!" Spike tensed up and began to search around. Mario looked about as well, even extending an ear to try and detect anything. Twilight just kept walking forward without a care in the world.

"Oh, Pinkie, please," said Twilight, "Nothing else is gonna fa-AAAH!" Twilight hadn't been watching where she was going and fell into an empty ditch. Mario just barely stopped to prevent himself from falling and was too late to warn Twilight.

"Oh no, Twilight fell!" Spike said in a panic as Twilight lay on her back stunned, "Is it...safe to go help her?"

"Are you kidding me?" said Mario as he wasted no time jumping down to help Twilight, "Even if something else was gonna fall, I'm not letting Twilight be in harm's way!"

"It's okay, my tail stopped twitching," said Pinkie to Spike, who ignored Mario and was waiting Pinkie's answer.

"La-la-la-la-la, la-la-la..." sang Pinkie as she walked away.

"Ha ha! That was amazing," said Spike as Mario revived Twilight and got her upright.

"Uh, Twilight?" Applejack asked as she arrived on the scene, "Why are you and Mario hanging out in a ditch?"

"Because Pinkie Pie predicted it!" Spike said excitedly. Twilight and Mario both rolled their eyes.

"Honestly, Spike, she did not," said Twilight as she poked her head out of the ditch and Mario jumped out, "Two coincidences like this may be unlikely, but it's still easier to believe than twitchy tails that predict the future." Mario helped Twilight out of the ditch when Applejack froze in fright and gasped.

"Twitchy tail? Pinkie Sense?" Applejack spluttered, "Whoa! Nyu-uh!" Applejack nervously ducked under a table.

"Don't worry, it's safe," said Spike, "Prediction already came true." Applejack breathed a sigh of relief as she crawled out from under the table.

"Oh, wait," said Twilight, "Don't tell me you believe in this stuff, too?"

"Here we go again," Mario muttered, remembering the nonsense about Zecora.

"I know it doesn't make much sense," Applejack replied, "but those of us who have been in Ponyville a while, have learned over time that, if Pinkie's a twitchin', you better listen."

"And you're proof of this is..." Mario asked skeptically.

"I know plenty of ponies who have seen the Pinkie Sense in action," Applejack retorted, "it's quirky, but accurate. So quit doubting my word before I turn you into the Ponyville Day balloon again." Mario glared before giving her a raspberry. Applejack returned it. Pinkie then came back again.

"My ears are flopping! My ears are flopping!" Pinkie cried out.

"Nyuh! What does that mean?!" Spike asked nervously. Pinkie looked at Twilight and Mario.

"I'll start a bath for you," Pinkie answered.

"Huh?" said Twilight with a chuckle, "A bath? This thing keeps getting more ridiculous by the minute!" As Twilight spoke, Mario looked around to see what could cause them to need a bath. It was then he noticed a pony with a kart walked by quickly and a mud puddle right behind them.

"Heads up!" Mario called out as he jumped high into the air as the mud came at them. Mario avoided the mud, but Twilight was drenched. Twilight just grumbled to herself before allowing Pinkie to escort her to Sugarcube Corner. Pinkie not only worked there, but she lived there as well. Twilight just enjoyed her bubble bath as Mario waited downstairs for both girls.

"Phhhft," said Twilight as she popped out of the water. Pinkie was sitting nearby.

"Sooo, basically, it works like this," Pinkie explained, "I get different, little, niggly 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's scary is about to happen."

"Is your knee pinchy now?" Twilight asked.

"No, but my shoulder's achy," said Pinkie, "That means that there's an alligator in the tub." Pinkie ducked her head into the bath and pulled out a baby alligator from the water.

"AAAH!" Twilight screamed as she stood on the edge of the bathtub in fright.

"How come your knee didn't get pinchy?" Twilight asked as she continued to stand at the end of the tub, "that isn't just scary, it's downright dangerous!" Pinkie chuckled.

"No, it's not, silly!" Pinkie answered, "This is my pet alligator, Gummy. He's got no teeth. See? haha!" Pinkie laughed as Gummy tried biting Pinkie's mane and tail several times, but all that did was just tickle Pinkie.

"Okay, okay...I get it," said Twilight annoyed, but didn't feel safe getting back into the bubble bath anymore. Once Twilight had finished, Mario joined her and Pinkie outside as they continued their discussion.

"Well, I still don't believe in all this..."special power" stuff," said Twilight, "It's just a bunch of mumbo-jumbo." Pinkie looked indignant.

"What's not to believe?" Pinkie asked, "You do magic, my sweet babboo can run super fast, jump super high, and use special power ups and such, what's the difference?"

"I am not your sweet babboo!" Mario retorted. Pinkie then put a fore-hoof to her neck and then put her own hoof on his.

"Feel that?" she asked. Mario looked puzzled and uncomfortable.

"That's the sound of heartbeats in sync," said Pinkie, "My Pinkie sense says that happens when two ponies are meant to be special someponies." Mario narrowed his eyes at her.

"You're right Twilight," said Mario, "This Pinkie Sense is complete nonsense." Pinkie glared at him before she picked up her pace.

"To answer your question Pinkie, it's huge," Twilight answered to Pinkie's question as she raced over towards a cardboard crate. She stood on it and cleared her throat, "For one thing, magic is something you study and practice. It only happens when you decide to do it, and it's meant to make something specific you choose to happen, happen. With you, uh, it makes no sense at all!"

"Yeah," Mario added, "I can see how certain twitches and flicks can signal different things and I do know that certain ponies can be born with an added sense that can detect danger, but...your Pinkie sense is still too random for me to fully accept it." Mario didn't want to outright say he rejected the Pinkie Sense. He just wanted to learn more about it. However, Pinkie still took their lack of acceptance personally.

"That's so not true, Twilight and Mario!" said Pinkie, "Sometimes it's a bunch of random things happening to my body at random times that supposedly predict the future. I call 'em "combos".

"Combos?" Twilight asked.

"You know, like when I can chain up multiple spin jumps without hitting the ground or combine different jumps without stopping?" Mario pointed out.

"I know what a combo is," Twilight told Mario, "I'm asking what Pinkie means that her twitches have combos."

"Sure!" Pinkie answered, "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," said Twilight.

"That's as believable as you and me getting married Pinkie," Mario retorted in annoyance and made a face.

"Uh-oh, I feel a combo coming on," Pinkie replied, "Ear flop, eye flutter, knee twitch!"

CRASH!

Mario and Twilight were walking right in front of the door to library when Spike roughly slammed the door open, smashing the both of them into it. He was apparently carrying some heavy objects, making the sound of a beeping truck backing up as he walked away. The door then closed on its own. Twilight was still flattened against the door as Mario floated to the ground as flat as a pancake.

(lose a life fanfare) For Mario at least.

"Mama mia," he groaned. Twilight soon was able to get herself un-pasted from the door and landed right on top of him.

"Ughhh...You said that combo means beautiful rainbow!" Twilight protested wearily.

"Oh-no-no-no-no-no," said Pinkie, "You're thinking of an ear flop, then knee twitch, then eye flutter. That was an ear flop, then eye flutter, then knee twitch. that usually means "look out for opening doors". You okay?"

"I don't believe this," said Twilight in irritation as she stood, not even realizing she was still standing on a flattened Mario.

"You don't believe because you don't understand," Pinkie Pie remarked as she got into Twilight's face.

"Hmm..." Twilight pondered to herself. Then she realized what she was standing on.

"Oh! Sorry!" said Twilight, "I didn't see you there."

"It's alright," Mario muttered. He had revived on his own, but hadn't managed to un-flatten himself yet as he lifted his head, "I'm just a doormat after all."

"Oh stop, Mario," said Twilight, "You're our friend!"

"And we love you sweet babboo!" Pinkie added.

"I am NOT your sweet babboo!" Mario yelled.

"Isn't he the cutest thing?" Pinkie cooed. Mario and Twilight just rolled their eyes.

Once Mario had managed to unflatten himself, he and Twilight guided Pinkie to an underground room of the tree house. It was here that Mario and Twilight conducted more technical and potentially dangerous magic spells and experiments. It was fortunate to say neither of them had suffered an accident in years. For the moment, a metallic dome shaped helmet was set on pinkie's head that had lights on it. She was also shackled into place as well by the fore-hoofs as Twilight got the machinery and a device that resembled a seismograph ready. Mario was standing by to take further notes and provide assistance.

"Okay," said Twilight as she hooked up several wires to the machine, "Now when you get another twitch, we'll have all kinds of scientific information."

"Okie-dokie-lokie," said Pinkie as the machines began to steam stack whistle about. Mario and Twilight waited impatiently for some results.

"Any twitches yet?" Twilight asked curiously.

"Nopey-dopey!" said Pinkie.

"Now? Anything?" Twilight asked not too long afterwards.

"Wait! Hold on!" said Pinkie anxiously before she went back to looking neutral, "Uhh, no."

"Are you kidding me?!" said Twilight in frustration, "After a whole day on non-stop twitching, now that I've got you hooked up, you're not getting a single one?"

"Ironic," Mario muttered.

"I don't control it, they just come and go," said Pinkie.

"Kind of like an instinct?" Mario asked curiously.

"Mario, we ponies don't rely on instincts anymore!" Twilight replied, "we rely on facts and logic and reasoning. Instincts? That makes no sense!"

"Sometimes you just have to believe in things, even when you can't figure them out," Pinkie answered.

"Sort of like Santa Hooves," Mario replied as Twilight gave him a dirty look.

"What? That's a good example," said Mario, "We were never able to calculate how he manages to visit every pony around the world in just one night and yet we have proof under our trees every year that he did it."

"Oh brother," said Twilight before rushing up to Pinkie's face, "I will not believe in anything I cannot explain."

"Well, that sounds a little cynical," said Mario.

"Wait, hold on," said Pinkie before Twilight could retort, "I'm feeling something..."

"Oh my gosh," Twilight exclaimed excitedly, "What? What is it?!" There was a short silence before they heard a loud rumble from Pinkie's stomach.

"It's my tummy!" said Pinkie, "That usually means I'm hungry. Let's eat!"

"That's done," said Mario, tossing his empty notebook behind him.

"URGH!" Twilight grunted angrily as she used her teeth to rip out the cables to Pinkie's helmet and shut the machines down, "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!"

"Okie-dokie-lokie," said Pinkie as she easily pulled her fore-hooves out of the shackles and bounced past the frustrated Twilight and Mario and up the stairs. Then Pinkie gasped.

"Uh-oh," said Pinkie with a second gasp, "hu-bu-bu-bu-bu-buh!" Pinkie twitched about and tumbled onto her back. Mario nearly rolled his eyes until he saw that she had done an ear flap, eye flutter, and knee twitch. He soon saw Twilight nearing the door.

"Twilight, look out!" Mario called out. Twilight looked back when...

SMASH!

Spike slammed the door on her.

"Pinkie? Have you seen Twilight?" Spike asked curiously.

"Uh-huh," said Pinkie casually and bounced her way out of the room. The door then closed on its down, showing Twilight was now pasted onto the door.

"Twilight? What are you doing back there?" Spike asked curiously.

"Are you okay?" Mario asked concerned as she glared at Spike.

"Rrrrgh...Did you two plan this?" Twilight asked annoyed.

"Plan what?" Spike asked, his tone pretty much answering his question as Twilight was peeled off the door and landed on the floor with a plop...and onto Mario's back again.

"I'm always the fall guy," he muttered.

"Urgh! This is ridiculous," said Twilight, "This can't be happening. This makes no sense. I have to figure this out."

"Couldn't we just declare today just a bad day and give it a rest?" Mario asked from underneath her, fearing the worst. Twilight just smiled, but it wasn't a cheerful smile. It was a "what you do think I'm gonna say, Mario" kind of smile. Mario just groaned.

It wasn't much longer before Mario and Twilight had collected a nearby bush and were using it to camouflage themselves as they heard some frogs croaking in the background. They both had on some tribal hats as they peaked out of the bush to watch Pinkie bounce about in the park.

"Mmm..." Pinkie giggled as she sniffed a flower and continued to giggle about. Twilight began to jot down some notes as Mario tapped the side of his hat, causing some metal goggles to appear over his eyes. Twilight was stunned when Mario then made the goggled expand and contract.

"Where'd you get those?" Twilight asked.

"I made 'em," said Mario, "I was gonna make you a pair but you wouldn't let me borrow your hat." Twilight just groaned aloud, remembering that she had cut Mario off when he had asked that question. His goggles looked far more effective than her binoculars.

"Twilight?"

"Ah!"

"Yipe!"

Mario and Twilight jumped when they saw that it was Spike standing next to the bush.

"Whoa-oh-uh!" Spike yelped as Twilight tugged him into the bush.

"Honestly, Spike," Twilight snapped, "don't you know better than to sneak up on ponies?"

"Oh, sorry, but, um, well, isn't that what you're doing?" Spike asked again as he stood just outside the bush. Twilight then gasped when she suddenly pounced on Spike, knocking the young dragon to his back.

"No!" Twilight retorted quickly, "We're doing scientific research. I'm observing Pinkie Pie, scientific name: Pinkius Pieicus, in its natural habitat."

"Pinkius-whoicus? Hh!" Spike asked as he stood between Twilight and Mario.

"Wouldn't rosea mannulus, be more accurate?" Mario asked since that was the politically correct term for a "pink pony". Twilight said nothing as she turned head to talk to Spike.

"There's something fishy going on with the whole twitchy thing," said Twilight, "and I'm getting to the bottom of it. So, shh." Mario had just gestured that Pinkie was leaving the park.

"Come on," said Twilight to Spike and Mario, "Pinkius Pieicus is on the move. Mario and Twilight each held the bush and went on their way. Spike offered to help, but since the two ponies held the bush to high up, Spike was literally walking on thin air as they carried the bush and followed Pinkie.

It wasn't much longer before Pinkie arrived at the school playground. Since the children were in class at the moment, Pinkie was just rolling around the grass and enjoying herself as she hummed. Then she stopped and started to rub her nose a bit.

"Hm...Itchy nose..." said Twilight.

"That's new," said Mario, "at least for being a Pinkie twitch...if it is one." Pinkie then gasped and ducked nervously under a metal horseshoe.

"Interesting..." Mario replied to Pinkie's behavior.

"Aha!" Twilight said to Spike, who was also writing down his own notes, "That makes no sense. See? She's hiding like something's about to fall from the sky, but a twitchy tail means something's gonna fall from the sky, not an itchy nose." Pinkie continued to stare at the sky nervously. Spike and Mario looked up as Twilight spoke. Then they heard some theremin music and the sound of a large swarm buzzing overhead.

"This proves..." Twilight continued, completely clueless about the swarm.

"GASP!" said Spike and Mario.

"...perhaps conclusively, that-"

"Gah!" Spike yelped and run away from the bush.

"Spike! Where are you going?" Twilight called out, "I'm trying to teach you the value of scientific- ...Hey! Mario, let go of me! Get off!" Mario grabbed her from behind and tried to pull her out of their bush.

"Twilight, we need to get out of-"

"Ow! Ouch! Ow! Yeow! Ow! Ow! Ow!"

Too late, the swarm had seen both Mario and Twilight and surrounded the bush for the attack. The swarm stung them to their heart's content, making both ponies whimper in pain.

A little while later, Mario and Twilight, now covered in multiple stick on bandages, were observing Pinkie as she walked about the open fields at Sweet Apple Acres.

"What's she doing now?" Spike asked curiously with his notepad at hand. Mario zoomed in on his goggles a bit to get a better look at Pinkie. She was apparently smelling another flower.

"Smelling a flower," said Twilight and Mario plainly.

"Holy guacamole!" Spike exclaimed as he dropped his notepad, "I wonder what that means?"

"Probably that the flower smells good," Twilight answered and Mario nodded in agreement until they noticed that Pinkie was twitching again.

"Wait, I'm getting something," said Twilight, "Ear flop, eyes flutter, knee twitch."

"Hold on...You told me that's the combo that says "watch out for opening doors"?" Spike exclaimed as he dashed away from barn door and hid behind some hay stacks.

"Oh-ho. You really, really believe this stuff, don't you?" Twilight teased, "Here, let me show you there's nothing to be afraid of." Twilight and Mario both walked in front of the barn door. Since the top half was already open. Mario was able to look inside to see if anyone could be coming that could smack them with the door if they opened it. Nopony was there.

"You see?" Twilight pointed out as she started to walk away from the door. As if fate just had it in for her, a door open from the ground and Mario gasped.

"I promise you," Twilight continued to say to Spike, "there's nothing to be fear from that-Who-o-ah!" Twilight fell through the opening but Mario grabbed her tail by his teeth to try and pulled her up.

"I got ya, I got ya...WAH!" Mario called out, but Twilight's momentum ended up pulling him down with her.

"OW! UGH! OW! OW!" They yelped as she tumbled down a set of stone stairs and landed hard at the bottom.

"Twilight! Mario! You came to visit my new apple cellar, how nice," said Applejack cheerfully until she saw that they were both in pain, "Twi? Mario? Are you okay? Uh, Twi? Mario?"

"MEDIC!" was all Mario could say before he and Twilight passed out.

(lose a life fanfare)

It was a little later, both Mario and Twilight were back on the chase again. That last injury had done a number to both of them. Twilight's fore-hooves had been badly injured to the point they were bandaged and she was now in wheelchair for mobility. Mario was more fortunate, only injuring his back and the top of his head. While his back and head were also bandaged, he could still move about without a wheelchair or any support. But concentrating did make him more prone to bad headaches. Plus he couldn't run or move very quickly either. Twilight was trying to use her bandaged fore-hooves to lift her binoculars, but her injuries prevented her from doing so.

"Here, let me help you," said Spike as he pulled a rope to help lift the binoculars. He had created a special pulley rope to help Twilight lift her fore-hooves up without injuring them more.

"Okay, take this down," Twilight instructed to both Spike and Mario, "twitchy tail."

"Twitchy tail?" said Spike and the gasped frantically, "Twitchy tail!" Spike let go of the rope, making Twilight's fore-hooves painfully smack the top of a bench. A familiar theremin music could be heard as Mario looked up at the sky, now feeling very uneasy.

"Hush, Spike! We can't let Pinkie know we're here, remember!" Twilight reminded him sternly. Then Mario gasped when he saw something above and tried to concentrate, but his head injury made focusing difficult.

"Something's gonna fall, something gonna fall!" Spike said in a full panic, "Run for your lives! Ah-ha-ha!" Spike then took off, leaving the two ponies behind. Mario was still trying to activate a shield.

"Ugh, Spike honestly, you're overreact-"

CRACK!

A flower pot landed on Twilight's head. Mario tried harder to ignore his headache to get the shield up.

CLANG!

Twilight then got an anvil to the head and Mario finally got the shield up.

"Okay got it!" said Mario, panting and ignoring the pain in his head as he saw the anvil on Twilight's head and smile apologetically.

"Well...better late than..."

SMASH!

It was then a large wagon loaded with hay crashed on both of them. The impact was so strong that it destroyed Mario's shield and Twilight's wheelchair. Then as if to add more insult to injury.

CRASH!

They both got a piano dropped on top of them as well. It broke apart as it landed on top of them.

"Ugh..." Twilight groaned.

(lose a life fanfare) This time for both of them.

"Mama mia..." Mario added in the same tone.

If anyone has wondered why Mario didn't just move the wheelchair out of the way, remember that his back injury prevented him from moving quickly. Plus he panicked when he saw the delivery ponies above that all he could think of was a shield. He probably could have moved Twilight out of the way regardless, but...even Mario sometimes can't think straight when he's panicking. And the headache has got trying to raise a shield didn't help either.

Up in the sky, a colt Pegasus gave his employees, one was a popular crossed eyed mare with bubbles for a cutie mark, a death glare. She was the first to smile apologetically and the other pegasi followed. They were the ones who had accidentally dropped their deliveries on the two ponies below.

Later on, Pinkie was back to humming cheerfully in the park when Applejack arrived.

"Hey Applejack," said Pinkie, "whatcha doin'?"

"Takin' more apples to my new apple cellar," Applejack answered, showing Pinkie a huge basket of apples, "how about you Pinkie Pie? Whatchu doin'?"

"Oh, letting Twilight and Mario secretly follow me all day without me knowing," said Pinkie simply.

"You mean you knew all along?!" Twilight demanded angrily and Mario giving her a death glare of his own. It had taken one of Mario's revival mushrooms to get Twilight and Mario back on their hooves. While their physical injuries had recovered thanks to the mushrooms, they still had their bandages on and their manes, fur, and dark circles around one eye showed that they had been through alot today, "Why didn't you tell us?"

"Silly," Pinkie giggled, "that would have spoiled the secret."

"Urgh!" Twilight's jaw open and closed as one of her eyes twitched and her body trembled angrily. Mario felt his anger surge as well, but once he noticed how unraveled Twilight was getting and pulled her into a hug.

"Easy, easy," he said gently, getting Twilight to settle down a bit. Spike still seemed a bit on edge.

"Tail...still twitching?" Spike asked.

"All done," Pinkie answered, "clear skies from here on in, as far as I can tell-hu-bu-bu-bu-bu-bu!" Suddenly Pinkie's entire body began to twitch and shudder violently.

"Okay, that makes even me feel very uneasy," said Mario.

"Oh no! What does that one mean?" Spike asked nervously.

"Dunno, never gotten any like it before," Pinkie answered, "but whatever that shudder is about, it's a doozy. Something you'd never expect to happen is gonna happen! Hu-bu-bu-bu-bu hu-bu-bu-bu-bu! And it's gonna happen... at Froggy Bottom Bogg!" Spike looked rather nervous as Twilight just looked plain bored.

"Phew, that's a relief," said Mario and everyone looked at him.

"Don't tell me you believe in the Pinkie Sense now?" Twilight asked.

"Why not?" Mario replied as he held his own notepad, "I've been taking notes all day. The proof of these "instinctive warnings" is in the pudding. The Pinkie Sense has some legitimacy about it. Plus our...no, your ignorance of it has landed us in the hospital twice! This doozy could be anything! The end of the word! A pony apocalypse! The worldwide discontinuation of peanut butter! Me realizing my soulmate really is Pinkie Pie!" Mario gave Twilight his own frantic look, but Twilight just looked rather passive to his worries.

"Mario, I said something you'd never expect to happen," said Pinkie, "I already know that last one is gonna happen." Mario grew very indignant.

"Be quiet!" Mario said annoyingly. Applejack just chuckled until she realized something and gasped.

"You mean it's true?" Mario asked frantically.

"No, not that," Applejack said honestly, "That's where Fluttershy's headed!"

"Oh no!" Spike remarked worried, "Is it about her?"

"Uh, I'm not sure," said Pinkie.

"We better go and make sure she's okay," Applejack replied.

"Calm down, everypony," said Twilight, "All we know right now is that Pinkie Pie just got a case of the shivers. That's all." Pinkie glared and Mario did as well.

"It's shutters Twilight, big difference," Mario told her. They were soon on their way towards the bog.

"Guh-Hey!" Spike yelped as he felt Twilight scoop him up into her back, "I thought you didn't believe in this stuff?"

"I don't," Twilight retorted, "I just want to be there to see the look on Pinkie's face when we find out nothing is wrong."

"Okie-dokie!" said Pinkie.

"Twilight, stop," said Mario as he stood in front of her, "I'd rather you stay here and not end up in the hospital again." Twilight glared.

"Step aside Mario," she demanded.

"No! This time I'm putting my hoof down," said Mario sternly, "Enough!" Twilight just glared until she just smiled.

"Mario, have I ever told you how much I like your mane?" Twilight asked sweetly, "it's very cute." Spike made a face behind her. Mario blinked and then blushed.

"Well, heh...I...I never thought it as anything special but..." Mario suddenly realized he had been tricked and Twilight was gone.

"URRRRRGH!" Mario groaned angrily as he grit his teeth, "You're gonna pay for that Twilight Sparkle!" He rushed after her and soon caught up with Twilight and the rest of the ponies as they were at the outer edges of the bog.

For the moment, Fluttershy was just casually helping her frogs exit her cart and settle down in the bog as the rest of the ponies were slowly making their way towards her. Mario was about to give Twilight a piece of his mind when Pinkie started to vibrate and shutter again.

"Hu-bu-bu-bu-bu-bu!" Pinkie stuttered.

"Cold?" Twilight asked smugly, "Need a jacket or something?"

"No thanks, I'm fine," said Pinkie, but then shuttered again, "Hu-bu-bu-bu-bu-bu!"

"So...whadda'ya think happened to Fluttershy?" Spike asked worried.

"I hope nothin'," said Applejack, trying to keep her face from showing any worry or concern.

"I know, but, whadda'ya think happened?" Spike asked.

"I'm tryin' not to think about it," said Applejack bluntly.

"Me too," said Spike bravely, but could feel her worry return, "But I'm thinkin' about it anyway. Like, what if she exploded?"

"Just exploded?" Applejack asked puzzled, "For no reason?"

"Yeah, like boom!" Spike answered.

"Whoa!" Pinkie exclaimed.

"I know," Spike replied in agreement.

"What if...What if she exploded, and then...and then exploded again?" Pinkie suggested.

"Can you do that?" Spike asked fearfully, "Can you explode twice?"

"Of course not," said Applejack.

"Puh! You've never been with Twilight when she does potions," said Mario, earning himself a glare from the purple pony, but Mario just stuck his tongue out at her.

"But what if she exploded, and exploded again, and then...ugh!" Spike was cut off as Twilight stepped down on his tail. Not too hard to hurt him, but enough to bend it out of shape.

"Will you two stop?" Twilight retorted, "She's fine, I'm sure of it."

"I hope you're right, for Fluttershy's sake," said Applejack and Mario nodded in agreement as he walked alongside the orange pony as they forged ahead.

"Look!" said Applejack, "There's Froggy Bottom Bog." They heard the buzzing of a dragon fly before they found who they were looking for.

"Fluttershy?" Applejack asked once she saw the yellow Pegasus in the distance.

"Fluttershy?" Pinkie gasped.

"Fluttershy!" Spike called out as he hopped onto her back and hugged her, "You're okay!"

"Of course," Fluttershy answered calmly.

"Phew, what a relief," said Applejack.

"I'll say," Mario added with a sigh of relief.

"Sorry, I know it's not nice to gloat, but..." Twilight began.

"And yet you are going to," Mario remarked with an eye roll. Applejack and Pinkie glared as well.

"...Aha!" Twilight declared proudly, "I told you there was nothing to worry about, and I was right. Pinkie said whatever she was shuddering about was a [cough] doozy, and [cough] the only [cough] doozy here is how right I am." While Twilight was bragging, some fog mist began to rise from the swamp, making breathing a bit difficult and then something began to rise behind Twilight. Mario and the others gasped in shock.

"Um...Twilight?" said Applejack with a fearful tone.

"Pinkie's made a lot of predictions today but [cough] ugh, what is that smell?" Twilight then realized all the dust and a sudden stench on the air, "But we've shown here is that there's no point in believing [cough] in anything you can't see for yourself." The rising creature turned out to be a hydra which was a creature with four heads on its body. Everyone was quivering fearfully at the sight.

"W-Well t-then, s-see what's b-b-behind you," said Spike fearfully. That was when hydra growled and Twilight slowly turned around.

"I see it..." said Twilight in shock, "but I don't believe it!" The hydra gave a loud roar.

"What more proof do you need?!" Mario called out as he stood next to her, "visiting the inside of it's stomach?!"

"Is that a hydra?" Pinkie asked in shock.

"Who cares? Run!" Applejack called out as the ponies all screamed and run for their lives, except for Pinkie. Poor Pinkie was so frightened that she couldn't laugh her fear away or even move. All she could do was whimper.

"Pinkie! Come on!" Twilight called out before grabbing her tail and pulled her away just in time as a hydra head tried to snatch her and barely missed.

"Ooph!" Pinkie panted as she went airborne from the pull as everyone else made a run for it. Fluttershy then noticed a frog running for its life as well.

"Oh, I'm so sorry," said Fluttershy to the frog as three of the four heads tried to attack.

"Ah!" said Fluttershy as the hydra head missed. Two others tried to attack Pinkie and Applejack, but they missed too. The single hydra head that hadn't attacked laughed at the other three as they continued chase. Soon the ponies reached a steep ledge that only Mario could successfully jump up to and they quickly looked around for another escape route.

"Everypony up that hill!" Twilight commended and they were about to leave when...

"He-e-elp!" Poor Spike had gotten caught in some swamp muck and was trapped as the hydra inched closer to him.

"Spike!" Mario called out and was about to go get him, but Twilight had already taken off.

"Coming Spike! Hang on!" Twilight called out. She grabbed Spike just in time as the hydra attacked. The ponies then made their way up the hill when Mario noticed that the hydra tried to follow but had gotten a foot stuck in the muck. Mario just growled.

"Girls, Spike, get up the hill and find a safe place," said Mario, "I'm going in to stall it!"

"Mario no!" Twilight called out as Mario rushed down the hill. The hydra had just freed its foot when it noticed Mario standing nearby.

"You're not going to be having any of my friends for dinner," said Mario angrily, "If you want something worthwhile, try and catch me!" Mario stood on his hind legs and gave the Hydra a smirk.

(cue favorite mid-boss music)

The Hydra roared as one head tried to attack. But Mario easily quick-stepped out of the way. Then a second and third attacked, but Mario either quick stepped or cartwheeled out of the way. Mario then ran around at high speed as the Hydra continued to attack. Then he came to stop when the fourth head tried to attack. Mario used his magic to make the ground launch him upward, causing him to twirl in the air a bit and out of the fourth head's way. Now that Mario was behind it, he curled into a ball and rolled up the neck of a hydra head and spin jumped into it, knocking it senseless. The other hydra heads growled before Mario then pulled the same move back when facing nightmare moon. The only difference was that Mario was successful with his attack as he successfully launched himself at all four hydra heads, making each head growl angrily once it had snapped out of its daze. Everyone else was watching from the distance.

"Wow, Mario's gotten way better at his attacks," Spike said impressed.

"I had no idea Mario was that athletic," said Applejack, "I thought for sure he was only a runner." Fluttershy nodded in agreement and then yelped as the hydra heads came at Mario at once. Mario surprised everyone by back flipping several times to get himself out of reach before land on all four of his hooves. Mario snarled.

"Let's see if you can take the heat!" Mario cried out as he pulled out an orange flower. Twilight just looked dumbfounded.

"Seriously?" Twilight exclaimed, "You think giving it flowers is gonna..." Twilight then noticed the flower being tossed into the air, turn into magic dust and Mario's fur turned a rich orange and his mane turned bright red. Mario then used his fore-hooves to launch several balls of fire at once.

"...never mind," said Twilight in defeat while Mario attacked. While he could only target two heads at once, he had no trouble switching targets to keep the hydra from attacking him. Then his body sparkled and he was able to target all four at once with a wave of larger fireballs. The hydra was quickly overwhelmed as the fireballs exploded, leaving it dazed as the effects of the flower wore off. Mario then ran in place before...

BOOM!

A small rainbow was created as Mario charged right into the Hydra stomach, sending it backwards and knocking it out cold. The other ponies cheered as Mario made a huge backwards somersault that landed him halfway up the hill.

"That was amazing!" said Spike as the others smiled.

"Well, thanks I..." Mario froze, "you guys were supposed to find a safe place to get away while I distracted it!" The ponies just looked at each other before chuckling sheepishly. They had been so busy watching Mario fight that they had forgotten. Mario facehoofed until he heard a roar. Apparently this hydra was very durable because it had already recovered and was making pursuit once again.

"Let's get out of here!" Mario called out as they made their way back up the rest of the hill.

"I think we're gonna make it," said Twilight as they got closer to the top.

"But Pinkie's still shuddering!" Spike pointed out. Pinkie's shudders were making it very difficult for the pink pony to climb up the hill, but then the shudders stopped.

"Oh, lookie there, it stopped," said Pinkie but then the shudders began again, "O-h-h-h, t-h-e-r-e i-t i-s a-g-a-i-n!" Despite her shudders, Spike helped Pinkie get up the hill. They reached the top of the hill only to find that it was dead end. They all gasped when they realized that the only way across was a series of platforms that crossed some bubbly bog water far below them. The hydra was gaining ground quickly.

"Ugh, he'll be up here in no time!" Twilight said to everyone, "Quick, one at a time, cross!"

"Nyu-uh!" Spike protested then got an idea as he faced Twilight, "Do you know any spells for turning a hydra into a mouse?"

"No"

"How about a squirrel?

"No!"

"How 'about-"

"No small rodents of any kind!" Twilight snapped.

"That's too bad," said Spike.

"Spike, if we did," Mario pointed out, "Do you think I would have fought the hydra a minute ago?" Spike just smiled sheepishly before rubbing his head nervously. Fluttershy just looked nervously at the platforms.

"A hop, skip, and a...jump!" Fluttershy called out as she made her way across first. Twilight then grabbed Spike by the tail and tossed him.

"Whoa-ho!" Spike called out as he bounced across the platforms to the other side.

"Whoa-oa-oa-oa-oa!" Pinkie vibrated and nearly went off the cliff as Applejack pulled her back by the tail with a grunt.

"He's too close," said Twilight, "I'll distract him. You three go, now!" Mario was agape as Applejack obeyed and pulled Pinkie across, but Mario didn't leave.

"Go!" Twilight said to Mario as the hydra got closer.

"I'm not leaving you to fight that thing!" Mario yelled, "You go and I'll deal with it!"

"I. Said. GO!" Twilight yelled as she pushed Mario near the cliff edge, got behind him, and bucked him forward.

"Woo-ho-ho-ho-ho-hooooooo! UGH!"While Mario managed to curl into a ball and spin jumped across, he couldn't control his momentum too well and smacked into the wall on the other side back first and slid down with a groan.

"Why do I put up with her?" Mario asked in a daze. Meanwhile the hydra was getting closer to Twilight, making her feel very nervous. She was regretting telling Mario to let her deal with it.

"Oh...What would a brave pony like Rainbow Dash do?" Twilight asked herself. The hydra got closer until Twilight just ran towards it.

"Chaaarge!" she shouted instinctively. Twilight quickly ducked under its short legs. All four hydra heads tried to follow her, but it ended up toppling over.

"T-T-T-twilight!" Pinkie Pie cried out from the outside. Twilight made a charge towards the platforms, but the hydra had already recovered and went to attack her. Twilight just barely dodged out of the way. Unfortunately, the hydra's attack slammed into the platforms, causing several of them minus two on the other side to crumble into the boggy abyss. Twilight was stranded. The hydra head whimpered over a lump it had gotten on its head before roaring angrily.

"T-T-T-twilight! You have to jump!" Pinkie shouted as the other ponies looked worried.

"I'll never make it!" Twilight shouted back.

"You'll be fine!" Pinkie told her.

"I will not!" Twilight protested as the hydra roared behind her and moved closer to her.

"It's your only ho-o-oope!" Pinkie told her as another case of shutters hit her, "You need to take a leap of faith!" Twilight gulped as she looked towards the platforms before backing and making a charge to take a jump. The hydra attacked again. While it missed, it caused the piece of ledge Twilight was standing on to crumble. Mario quickly hopped into the second platform and extended a hoof to try and catch her as she made her leap.

"Y-ugh!" Twilight grunted as she made her jump. Even with the crumbling ledge getting her a little bit closer, she tried to reach out for Mario's hoof, but she didn't make it, "No! Oh No! Noooo!" Twilight attempted to use Mario flutter jump technique, but since she never bothered to ask him about how to do it properly, she ended up just kicking her legs in the air as she tumbled down into the bog. Then by some pure fate, Twilight landed on a giant bog bubble. As she landed on it, the bubble popped, sending her upward.

"WA-A-A-AH! Ugh! Blegh!" Twilight was somehow tossed onto the platform. While Mario caught her, they both ended up tumbling across the platforms and landed against the bottom of the slope on the other side. Twilight was a rather dazed. Mario landed upside down, but managed to avoid getting dizzy despite the hard impact. Twilight shook her head and just smiled to show she was alright. The ponies cheered as Mario turned himself over and hugged her.

"Mario, you can let go now," said Twilight with giggle. Mario did so, but not without looking embarassed.

"S-s-sorry," said Mario, "It's just...when you fell...and I couldn't reach you..." Twilight could see just how frazzled Mario looked and smiled.

"I'm okay," said Twilight gently. Mario nodded as he recomposed himself. Twilight then exchanged an embrace with Pinkie.

"I knew you could do it Twilight!" Pinkie told her happily.

"I don't know how it happened, coincidence, dumb luck, or what," Twilight told her, "but you said there'd be a doozy here at Froggy Bottom Bogg, and I'd say we just had ourselves one heck of a doozy. I mean that hydra..." Mario nodded in agreement. Suddenly Pinkie began to shutter again.

"Pinkie?" Twilight asked worried. Pinkie's shuttering had become more intense.

"That wasn't it," Pinkie said plainly. Twilight and Mario looked stunned.

"Huh?" Twilight asked.

"What wasn't what?" Spike asked curiously.

"What are you talking about, Pink?" Applejack asked as well.

"The hydra wasn't the doozy," Pinkie remarked, earning herself a raspberry by the said creature as it walked away indignantly.

"I'm still getting the shudders," Pinkie continued, "Oo-o-oh, oo-o-oh. You see? There it is again. Whatever the doozy was at Froggy Bottom Bogg, my Pinkie Sense says it still hasn't happened." Mario just groaned. Twilight's eye twitched.

"Huh? But I-WHAT?!" Twilight snapped, "The hydra wasn't the doozy?! How could it not be the doozy? What could be more doozier than that?!"

"Dunno, but it just wasn't it," Pinkie answered simply. Twilight's could feel her temperature rising. The sound of a kettle whistled loudly as she gritted her teeth. She was a powder keg ready to blow. Mario panicked before just pulled her close for another hug.

"Just let it go!" Mario pleaded, "Come on. Let's go home and read a nice book..."

"RRRGH!" Twilight growled as she went into the air and her entire body lit up in flames.

"MAMA! WOO-HA-HOO! WOW-WHOA!" Mario yelped as his back end was caught on fire from the flame. He quickly bounced about before finally putting the flame out. Fortunately Twilight's anger fizzled out and her mane and tail were slightly charred.

"Ooh...I give up..." Twilight conceded before plopping onto the ground with her hind legs resting against a nearby rock. Despite the circumstances, Mario couldn't help but feel his heart break. It was extremely rare to ever hear the purple pony say those three words out loud.

"Give what up, Twi?" Spike asked.

"The fight," said Twilight in exasperation, "I can't fight it anymore. I don't know how, why, or what, but the Pinkie Sense somehow...make sense. I don't see how it does, but it just does. Just because I don't understand doesn't mean it's not true."

"Y-Y-Y-You m-m-mean you b-b-b-believe?" Pinkie asked, her body vibrating more than ever.

"Eeyup, I guess I do," said Twilight quietly, clearly worn out. Pinkie's vibrating and shuttering became even more intense.

"She's going to blow!" Mario cried out fearfully as he created a front shield, but only Twilight, Mario, and Spike got behind it.

"Oo-woo-oo-oo-oo, woo-oo-oo-oo-oo-oh, woo-oo-oo-oo-oo-oo-ooh. Ooh!" said Pinkie as her body contorted into various shapes before finally settling down and gasped, "That was it. That's the doozy." Twilight, Mario, and Spike looked stunned.

"Bbrrbbrrbbrr," Spike remarked as he shook his head wildly for a second or two.

"What? What is?" Twilight asked puzzled.

"You believing," said Pinkie, "I never expected that to happen. That was a doozy, oh and, oh what a doozy of a doozy it was! La-la-la-la-la..." The other's just watched stunned as Pinkie just walked away without a care in the world. Mario just rubbed his head.

"That pony gives me such a headache..." Mario groaned when...

SMOOCH

Twilight kissed his cheek!

Mario just looked stunned as his cheeks turned bright red.

"Don't ask. I just felt like it," said Twilight simply, "Besides, after what I put you through today, I just wanted to say I appreciate you being such a good friend." Twilight then walked away, leaving Mario to endure the snickers of both Applejack, Fluttershy, and Spike as a dazed smile appeared on his face.

Later that week, Spike was rushing to return back to the library. Giggling could be heard from outside as he walked inside.

"Oh good, Spike, you're here," said Twilight, "Take a letter."

"With pleasure, Twilight," said Spike as he walked inside and grabbed a piece of paper and a quill.

"Dear Princess Celestia, I'm very happy to report that-" Twilight then realized that Spike looked distracted, "Spike, what have I been saying about focus?"

"I know, but I...well..." Spike stuttered. He was surprised to see Twilight and Mario each wearing an umbrella hat on their heads. Pinkie was there too, wearing her own hat.

"What's wrong Spike? Never thought you'd see me with an umbrella hat on?" Twilight pointed as she smiled with Mario and Pinkie nearby.

"Not, really no," Spike answered.

"Pinkie's tail's a-twitchin'," Twilight pointed out as the Pink pony's tail was vibrating, "What else could we do?"

"I've had enough trips to the hospital and green mushrooms this week," Mario added. They all laughed. Spike then recomposed himself so Twilight could finish the letter.

"We are happy to report that we 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 that you have to choose to believe in them and sometimes it takes a friend to show you the way." Twilight walked over to Pinkie and Mario as she finished talking.

"Honk!" Pinkie said as she poked Twilight's nose. She had been poking Mario's nose beforehand and the colt was glad it wasn't him...again.

"Honk," Spike chuckled.

"Always your faithful students, Twilight Sparkle and Mario Star," Twilight concluded as she, Pinkie, and Mario made their way out of the library as Pinkie's tail twitched again.

"There it goes again," said Pinkie.

"I wonder what's gonna drop outta the sky this time?" Twilight wondered as she and Mario looked up.

"You never know," said Pinkie, looking up as well.

"I just hope our umbrellas can protect us," said Mario.

"If not, we can always swap you as the crashing target," Pinkie suggested.

"True," Twilight added, "You are supposed to protect us girls." The two girls giggled to each other as Mario looked annoyed.

"Remind me to get some life insurance," he told them both. Pinkie and Twilight laughed as the three ponies continued on their way. Back at the library, Spike had opened a window on the second floor to breathe fire on the letter to send it. He was then interrupted when he heard the sound of a jet engine as Princess Celestia came crashing down on the tree branch.

"Twitchy tail?" Spike remarked as Celestia took the letter and flew away.

"Holy guacamole!" Spike said afterward as he watched the Princess fly away. Did this mean Celestia believed in the Pinkie sense this whole time?

Equestria may never know...

This chapter was fun to write. Plus I hope you all enjoyed getting to see Mario show off some of his athleticism. It was time Mario just stopped claiming he could do this and that and show ponies what he could do. And this battle was just the surface of his abilities. More will come in future chapters.

Peace Pony Fans!

Sonic Rainboom

Pony's Log Number 116: Pride can lead to problems for both you and your friends, but so can the fear of failure...

Somewhere just outside the Everfree forest, Rainbow was apparently coaching Fluttershy. The yellow Pegasus looked rather focused as the blue Pegasus was instructing her.

"Now, what have we learned?" Rainbow asked Fluttershy as she hovered about.

"Loss of control," Fluttershy began.

"Good"

"Screaming and hollering"

"Yes, and most importantly?"

"Passion!" finished Fluttershy.

"Right!" said Rainbow with a smile, "So now that you now the elements of a good cheer, let's hear one." Fluttershy inhaled before shouting.

"Yay." in her casual soft tone. Rainbow facehoofed herself.

"...Ugh. You're gonna cheer for me like that?" Rainbow asked annoyed, "Louder!"

"Yay," Fluttershy cheered, but her voice was barely any louder.

"Louder!" Rainbow shouted.

"Yay," Fluttershy repeated, but still was only a tiny bit louder.

"Louder!" Rainbow yelled. Fluttershy took a deep quiet breath and let out a...

"Yaaay"

Okay...there's just no way that was louder and it might have been even softer.

"Ugh..." Rainbow groaned before collapsing into her back.

"Too loud?" Fluttershy asked worried. Rainbow just stayed quiet and said nothing.

(theme song)

Rainbow began to stand upon a nearby cloud. Fluttershy watched her from the ground below.

"Yay," she cheered in her soft tone. Rainbow took a deep breath.

"And now, phase one of my routine," said Rainbow as she flew down and began to maneuver between a series of green trees and zoomed past Fluttershy from above.

"Wooo," Fluttershy cheered in her own special way.

"Phase two," said Rainbow aloud as she flew up to some clouds and began to fly about them at high speed, making them spin in place without deteriorating.

"Way to go," said Fluttershy as Rainbow flew away from the clouds.

"Here we go," Rainbow told Fluttershy, "Phase three: the sonic rainboom." Rainbow then flew as high as she felt necessary. She then began to fly downward at high speed, leaning one hoof forward as she picked up speed.

"Come on," Rainbow grunted as her slipstream began to change shape into a sharp V as she poured everything she could to increase her speed. But suddenly...

"Uh-oh," Rainbow said before her own slip stream rebounded her backwards. Rainbow screamed as she sent flying out of control.

Meanwhile, back at the library, Twilight had just finished placing a book back on the shelf.

"Last one," Twilight sighed with Mario wiping his brow as the purple pony turned to Pinkie Pie, Applejack, and Rarity, "Thank you so much for help us clean all these books, guys. It was a crazy week of studying."

"You can say that again," said Mario as he rubbed his head, "my head still hurts from all the memorizing, note card taking, and magic practice." Twilight nodded in agreement. Then the screaming of a familiar blue Pegasus was heard. Mario looked unamused.

"Three...two...one..." Mario counted with an eye roll.

CRASH!

The four ponies grunted as Rainbow came barreling through the window and made a crash landing inside of the library, knocking all the books off the shelves and onto the floor. Fluttershy flew in from the window a few seconds later.

"Rainbow Dash, you rock! Woohoo!" said Fluttershy, only earning a discreet eye roll from the blue Pegasus. Fluttershy then gasped when she saw the mess, "Did my cheering do that?" Mario couldn't help but chuckle. The idea of Fluttershy's soft voice causing a major accident was just too adorable.

"Hehe. Sorry about that ladies..." Rainbow said sheepishly.

"GRR!" Mario growled.

"And plus one," Rainbow added, making Mario's scowl deeper before grunting to herself, "That was a truly feeble performance."

"Actually, it wasn't that bad," said Fluttershy, "I particularly liked it when you made the clouds spin."

"Ugh, I'm not talking about my performance, I'm talking about yours," Rainbow snapped, "that feeble cheering."

"What are you two arguing about?" Twilight asked.

"Are you giving Fluttershy a hard time again?" Mario added. Rainbow stiffened a bit. She could well remember when Mario scolded her severely the last time she had done that.

"Were we arguing?" Fluttershy responded, "I'm sorry."

"Oh boy," said Mario. He knew Fluttershy didn't like confrontations, but this just takes it to a whole another level. Rainbow just grunted.

"I wish you guys could come to Cloudsdale to see me complete in the Best Young Flyer's Competition," said Rainbow.

"I could go if you needed an extra supporter," said Mario.

"Oh yeah right," said Rainbow, "Only Pegasi can get there Mario."

"When there's a will, there's a way," said Mario firmly, "besides I..."

"What's that?" Twilight asked Rainbow curiously about the competition.

"It's where all the greatest Pegasus flyers get together and show off their different flying styles! Some are fast!" Pinkie answered, making racecar sounds as she zoomed about through the fallen books, "And some are graceful. Whoa, whoa, whoa!" Pinkie had tried to stand on her hind legs and twirl about, but she lost her balance and tumbled into some books on the other side of the room. Mario laughed.

"Looks like not all ponies can stand on their hind legs for long periods of time," Mario boasted as he stood up and folded his fore legs in front of him, making the task look easy. That is until Twilight gave him a light push from the shoulder to tilt him a bit.

"Whoa-oa-oa! UGH!" Mario wobbled a bit before tumbling into the books. Twilight snickered as Mario got back up and glared at her.

"Golly, I'd love to see you strut yer stuff in that competition," said Applejack to Rainbow.

"Yeah, I wish you guys could be there," said Rainbow, "Fluttershy's a great support, but her cheering isn't exactly inspirational."

"You know by now Fluttershy isn't a loud pony," said Mario, "The fact she's there for you should be inspirational enough."

"I guess..." said Rainbow reluctantly.

"Ooh! I'd love to see you make a sonic rainboom!" said Pinkie, "It's like the 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?!"

"What's a sonic rainboom?" Twilight asked puzzled and Mario's jaw hit the floor.

"You really need to get out more," said Pinkie bluntly to Twilight's face.

"And you really need to listen to me when I'm doing my speed research!" Mario added, feeling clearly offended Twilight had never been listening to his studies about increasing his running speed.

"The sonic rainboom is legendary!" Pinkie explained, "When a Pegasus like Rainbow Dash gets going sooo fast...Boom! A sonic boom and a rainbow can happen all at once!"

"And Rainbow Dash here's the only pony to ever pull it off," said Applejack.

"It was a long time ago..." said Rainbow in a rather timid and modest fashion, "I was just a filly."

"Not to ruin the moment, but...she's not the only pony to pull it off," said Mario. Everyone looked at Mario stunned.

"Are you serious?" Applejack said in disbelief.

"Mario we know you can run very fast," said Rarity indignantly, "But you can't seriously say you've pulled off a sonic rainboom!"

"You have to be flying at high speed to make that appear, not running!" Rainbow added.

"I've been testing to see if one could be done on the ground," Mario added, "I had actually pulled off a smaller one when I was fighting that hydra. But fine, seeing is believing." Mario then hopped towards the door and then revved up a bit before taking off away from the library. The other ponies were indignant as they waited outside the door.

"Is Mario really going to pull off a sonic rainboom on the ground?" Fluttershy asked. Twilight just chuckled.

"Ahh, let him have his moment," said Twilight casually, "he doesn't get the center of attention alot these days."

"Besides, there's no way he...he...wuh?" Rainbow was left stunned as Mario zoomed by at high speed. Time seemed to come to a brief stop as he dashed by the library. Not only was Mario looking like a blur, but Rainbow noticed that his hooves were moving in a manner that even Twilight thought was impossible for a pony.

Mario's hooves were making the legendary double helix...and with four legs! That's not easy to do! Just as time resumed...

BOOOOOOOOOOM!

A large rainbow arc blasted from the ground as Mario rocketed away and out of sight in just a few seconds, leaving a faint rainbow trail behind him. The other ponies were in shock and Rainbow's eye was twitching and her jaw dropped. The other ponies cheered as Mario returned and they headed back into the library. Rainbow was still speechless.

"Wow...he...he really did it," said Rainbow.

"Yeah, but you're gonna do it again, right?" Pinkie asked.

"Are...you kidding?" Rainbow asked after some hesitation, "I'm the greatest flyer to ever come out of Cloudsdale! I could do sonic rainbooms in my sleep."

"Wow," said Twilight impressed, "If you pull that off, you'll win the crown for sure!"

"The grand prize is an entire day with the Wonderbolts," said Rainbow, her purple eyes sparkling as she told them, "A whole day of flying with my lifelong heroes... It'll be a dream come true!"

"Yay," said Fluttershy, trying to be supportive, but Rainbow couldn't help but eye roll at her best friend's...in her words...underwhelming support.

"I'm gonna go rest up," said Rainbow, "Don't wanna over prepare myself, y'know. Hehe." She turned to Fluttershy with a stern look, "You need to keep practicing. I need a cheering section to match my spectacular performance."

"Rainbow, I'm warning you..." said Mario.

"You don't understand Mario," Rainbow snapped, "Now bud out!" Rainbow flew out of the window quickly.

"She's practiced that move a hundred times, and she's never even come close to doing it," Fluttershy told them before adding, "I'm not sure I can cheer loud enough to help her." With that, Fluttershy flew out the window as well.

"Well, guess we better get this cleaned up...again," said Twilight, dread not being hidden in her tone before Rarity nudged her.

"Go on, go on," said Rarity.

"Go on what?" Twilight asked puzzled.

"Find a spell that will get us wingless ponies into Cloudsdale," said Rarity, "Didn't you see how nervous she was?"

"Nervous?" Applejack retorted, "Have you split yer bit or something? She was tootin' her own horn louder than a brass section of a marching band!"

"Oh puh-lease," said Rarity, "I have put on enough fashion shows to recognize stage fright when I see it."

"I saw it too," said Mario, "and even if she tried to hide it, the truth was revealed to us by Fluttershy. Rainbow Dash has attempted the sonic rainboom over a hundred times and failed. That's got to have an effect on her self-confidence!"

"And you're showing off probably didn't help either," Rarity pointed out.

"Hey, ease off, Rainbow's been teasing me since I moved into Ponyville that I could never be as fast as her," said Mario in his defense, "The whole reason I was able to pull that off is because I've been working harder on increasing my top speed. Last time I measured it, my speed is close to Mach 1.2 now!"

"Mach 1.2?!" Twilight exclaimed, "That's over 900 miles per hour!"

"And I'm getting faster everyday, but that's beside the point," said Mario, "Rainbow needs all the support she can get. It might even help her uncover how to do the sonic rainboom again! Besides, if all she has is Fluttershy and she messes it up, I feel Rainbow is gonna take it out on Fluttershy and we can all agree that nopony wants to see Fluttershy cry." The other's nodded with a hum.

"We've got to find a way to be there for her," Rarity agreed, "Now go on!" Rarity gave Twilight another hard body check.

"Owaa! Ugh," Twilight cried out as she was knocked over and tumbled into the books, "How am I supposed to find a flight spell in this mess?"

"A flight spell?" said Pinkie, "one sec." Pinkie dashed away and then got a book and tossed over to Twilight.

"Page twenty-seven," Pinkie told Twilight.

"How'd you do that?" Applejack asked in shock.

"It's landed on my face when Rainbow Dash knocked me into the bookcase," Pinkie answered.

"Here it is!" said Twilight, "A spell that will allow Earth ponies to fly for three days. Ooh, it's looks really difficult. I'm not sure I can do it."

"Let me look," said Mario as he read the instructions and flinched a bit, "Oh boy, even trying to do it together wouldn't make this spell any easier."

"You've got to try!" said Rarity.

"Okay...But who's gonna volunteer to be the test subject?" said Twilight, "and Mario, I need you to help me perform the spell the first time so you can't volunteer yourself." No pony said a word for a while as Rarity narrowed her brow.

"I will!" she said bravely, "For Rainbow Dash, I will go first."

"Here goes," said Twilight as she and Mario began to concentrate and made their horns glow. A band of magic that resembled a piece of silk lifted Rarity into the air. As Twilight and Mario increased their concentration, the magic wrapped around Rarity until she was completely wrapped up into it. The two ponies began to sweat as the magic became more intense. A small ball of light was created between Rarity and the two ponies before it suddenly burst. Mario and Twilight screamed as they were sent flying backwards. Twilight landed between Applejack and Pinkie while Mario landed on the other side of Applejack. The four ponies all gasped as they looked at Rarity, who was now shining multicolored prisms against the walls.

"I think it worked!" said Twilight.

"Yeah, but I think you'll agree that trying to do that three more times is a bit too much," said Mario, "but luckily, I have a plan B." Twilight and the others looked at him curiously as he searched the scattered books.

"I know we had shelved it around here..." Mario said aloud, "Hey Pinkie would you..."

"Page 64!" Pinkie called out as she tossed the book towards him so it opened on the exact page.

"Hmm...let's see...that's it," said Mario excitedly, "and its way easier to perform and lasts indefinitely until we decide to reverse it!"

"What is?" Twilight asked puzzled until Mario presented her the book. Twilight read the page and smiled.

"Mario, I like the way you think," Twilight answered and the others agreed.

They were going to Cloudsdale!

Meanwhile, Rainbow and Fluttershy were already making their way towards Cloudsdale. Rainbow was still trying to convince Fluttershy to be more outgoing.

"You've got to learn to be assertive," Rainbow told her as they continued to fly towards the cloud city. They landed just before a series of three Pegasi who worked nearby.

"Well, well, well," said a pony named Dumb-Bell, "What do we have here?"

"It's our old friend Rainbow Crash!" another colt named Hoops said as the two girls landed.

"Get kicked outta any flight schools lately?" Dumb-Bell teased as he, Hoops, and another colt named Score laughed at her. Rainbow just glared but said nothing. It could be assumed she knew these three ponies from childhood. Guess Mario wasn't the only one who has to deal with a bully who never wanted to grow up.

"I didn't get kicked out," said Rainbow under her breath.

"Face it, Rainbow Crash," said Dumb-Bell, "Flight school had too many rules for you, and not enough naptimes for you."

"Huh, ask her about the sonic rainboom," Hoops suggested.

"That's nothing but an old mare's tale," said Dumb-Bell, "You don't have the skills to try something like that."

"Now wait just a minute!" said Fluttershy in a stern voice, causing them all to look at her, but then she cowered back a bit, "Oh, I'm sorry. I'm trying to be more assertive," But then quickly recomposed herself, "Anyhow...She is going to do a sonic rainboom!"

"No she's not," Dumb Bell sneered, "'cause there's no such thing!"

"Then show up at the Cloudeseum and see for yourself," Fluttershy retorted before cowering back, "...if you're free." Dumb-Bell, Hoops, and Score laughed.

"Yeah, I'll be free," said Hoops as his laughter settled down.

"Oh, don't worry," Dumb-Bell added, "We'll be there!"

"See you then, Rainbow Crash!" Hoops added as the three colts took off. Fluttershy and Rainbow just looked indignantly until they were out of sight.

"Did you see that?" said Fluttershy excitedly, "I was so assertive!" Rainbow just sighed to herself. As much as she tried to be strong, their mocking words had gotten to her.

"Those guys are right," said Rainbow sadly, "I'll never be able to do it."

"But, Rainbow Dash," Fluttershy protested, "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 an entire stadium, full of impatient, fully-critical sportsfan ponies." As much as Fluttershy was trying, she may have said a bit too much.

"Aaaaaah! What do I do?!" Rainbow cried out in panic, "Everypony's gonna see my fail! The Wonderbolts are never gonna let a loser like me join. Princess Celestia will probably banish me to the Everfree forest. My life is ruined!" Rainbow just buried her face into her hoofs when Fluttershy noticed something behind her.

"Rare..." she muttered.

"Rare?!" Rainbow remarked, "The sonic rainboom is way more than rare!"

"Rarity?" Fluttershy repeated again, stunned at the sight. Rainbow turned around and saw Rarity flying above them with a pair of beautiful butterfly wings.

"I most certainly am!" Rarity replied, "Aren't my wings smashing?! Mario and Twilight made them for me. I just adore them!" Fluttershy and Rainbow couldn't stop staring with their jaws hanging out.

"Why so shocked?" Rarity asked, "We couldn't leave our favorite flyer without a big cheering section!"

""We"?" said Rainbow puzzled when a big purple balloon peeked out of the clouds. Inside of it was Twilight, Pinkie, Applejack, and Mario.

"Surprise!" Mario called out from the balloon.

"I...I can't believe it!" said Rainbow excitedly as the balloon landed near them.

"It's incredible!" Fluttershy added.

"This is so cool!" Rainbow continued, "You guys made it!"

"Sure did!" said Pinkie as she was the first to jump out of the balloon.

"Wait!" Rainbow cried out until she saw Pinkie set foot on the clouds, "How'd you do that? Only Pegasus ponies can walk on clouds."

"Haha," Pinkie laughed as she cart-wheeled before the two Pegasi, "Pretty cool, huh?"

"I found a spell that makes temporary wings," Twilight explained as she hopped out of the balloon with Mario behind her, "but it was too difficult to do more than once. So Mario found an easier spell that lets the rest of us walk on clouds."

"And we came to cheer you to victory!" Applejack finished as she took her step on the clouds.

"To be honest, I was starting to get the teeniest, tiniest bit nervous," Rainbow answered, "but I feel a lot better now that you guys are here. Hey, we've got some time before the competition. Why don't Fluttershy and I show you around Cloudsdale?"

"Yes!" Rarity, Applejack, Twilight, and Pinkie said together at once.

"Be nice to actually tour the city for once," Mario added. Everyone looked at him stunned.

"Since when have you ever been to Cloudsdale?" Twilight asked curiously.

"Before meeting you and starting magic school," Mario explained, "Princess Celestia would let me go with her on her diplomatic visits from time to time. One of those places was Cloudsdale. She was the one who taught me the cloud walking spell too. But such visits were very short so I've never got to explore the city."

"Well...cool then..." said Rainbow before recomposing herself, "Come on!" Rainbow and Fluttershy guided the four ponies across the clouds.

"Here it is: the greatest city in the sky!" Rainbow Dash announced as they reached a spot where they could see the entire city, which was a collection of various large clouds that had buildings on them.

"Oooh! Aaah!" said the four other ponies.

"Oooh! Aaah!" said Rarity, using a nearly store mirror to admire her own wings.

"Uhh...Some of the greatest Pegasi in history have come from Cloudsdale," said Rainbow, feeling a little awkward as she guided the other ponies along.

"Oh, wait for me!" said Rarity as she flew over the group to catch up. That was when three Pegasus construction workers noticed Rarity flying by. One had been holding a jackhammer and let go, causing it to fall off into the abyss. (Hope no pony is underneath where ever the jackhammer lands.)

"Those wings are gorgeous!" said a colt named Steam Roller.

"Why, thank you!" said Rarity, feeling very pleased with her wings.

"Be careful with those wings, Rarity," Twilight warned, "They're made from gossamer and morning dew, and they're incredibly delicate."

"And if you get too close to the sun, they'll dissolve," Mario added, "Remember you don't have the cloud walking spell equipped. If you fall, these clouds won't catch you!"

"Don't worry, Twilight and Mario," said Rarity, "I'm sure they can't get worn out from too much attention." Twilight just glared as Mario rolled his eyes.

"Since we're up here," said Applejack, "I'd sure like to get a look at where the weather's made."

"Great idea!" said Rainbow, "C'mon, girls and Mario. To the weather factory!" It wasn't much longer before they arrived at the building to the weather factory. Ponies were hard at work as some thunder could be heard in the background as the seven ponies entered. For safety protocol, each pony was geared in a white work shirt and matching hard hat.

"This is where they make the snowflakes," Rainbow explained as some ponies were hard at work crafting and collecting snowflakes, "Each one is hoofmade."

"Is that why they say no two snowflakes are alike?" Mario asked.

"You got it," Rainbow answered, "As you can see, it's a delicate operation." Rarity then flew up towards a collection of snowflakes hanging from the ceiling.

"Ooh," Rarity gasped, "the snowflakes look even better from up here." However, the gusts she created with her wings made the snowflakes break from their strings and the ones the workers were crafting flew out of their hooves. The workers began to grumble and yell as they tried to prevent their hard work from being destroyed.

"We better move on before Rarity ruins winter and causes a drought," said Rainbow and the other nodded in agreement. She then guided them towards an area that appeared to be loaded with pools of colored paint. One already had its rainbow colors inside of it.

"And here's where they make the rainbows!" said Rainbow.

"Wow," said Mario, "It must take alot of work to get the bands of each color perfect and keep them from mixing into each other."

"Tell me about it," said Rainbow, "But that is actually a Pegasi secret."

"Bummer," said Mario, hoping to learn about it. Pinkie then dipped a hoof into the rainbow colored paint and slurped it. Her face went multiple colors and a kettle whistle could be heard.

"Spicyyyyy!" Pinkie panted before rushing off to get some water. Applejack and Mario laughed.

"Yeah, rainbows aren't really known for their flavor," said Rainbow. It was then three colts that Rainbow had been teased by appeared with...Rarity?!

"Whoa!" said Dumb-Bell as he admired Rarity's wings, "where'd you get those amazing wings? I want a pair!"

"Hmm...yeah, I guess I could see that," said Rarity plainly.

"Oh, hey look, it's Rainbow Crash again!" Dumb-Bell remarked as Rainbow and Mario glared.

"Heheheyeah! Rainbow...Umm...Eyah...Crash!" said Hoops, having to stall since his head couldn't process remembering a nickname he heard not two seconds ago. Dumb-Bell then gasped and started laughing.

"Hey! Look it's that unicorn who quit after crashing on the race track!" said Dumb-Bell, "Unicorn Crash!"

"Heh...Unicorn Crash!" Hoops remarked. Mario looked indignant.

"Unicorn Crash?" Mario remarked before adding sarcastically, "wonder how many brain cells it took to come up with that one?"

"You know them?" Applejack, Fluttershy, and Rainbow remarked.

"They were rivals of mine when I used to race," Mario remarked, "Too bad they were so slow they could never place top 10 in any races though." The two colts weren't listening and still laughing when Score actually thought of something.

"So we've got Rainbow Crash and Unicorn Crash," Score continued to jest, "Hey! It's Mr. and Mrs. Crash! The couple that crashes where ever they go!" Dumb-Bell, Hoops, and Scores laughed harder as Rainbow and Mario gave them stern glares.

"It amazes me how some bullies never grow up," Mario told Rainbow who just hummed in agreement.

"Didn't think you'd be girly enough to marry and settle down, Rainbow Crash!" Hoops jeered.

"He's your type, a real crasher!" Score added.

"We're NOT married!" Mario and Rainbow yelled angrily.

"Yeah, Mario's is my sweet babboo!" Pinkie retorted, appearing out of nowhere.

"I'm not your..." Mario retorted.

"TASTE THE RAINBOW!" Pinkie bellowed, sticking a hoof with rainbow paint into his mouth. Mario's face went bright red.

"Paaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaah!" Mario hissed before rushing to find water as the three colts continued to laugh.

"Rarity!" Rainbow snapped, "What're you doing talking to these guys?"

"Oh, there were just admitting my wings, Rainbow Dash," Rarity answered as Mario returned.

"Yeah, you should forget the sonic rainboom and just get yourself some wings like these!" Dumb-Bell teased as the three colts laughed again.

"Looks who talking mister I want to be beautiful butterfly," Mario remarked, adding a bit of a dorky tone at the last part.

"Yeah...I...HEY!" Dumb-Bell said angrily as Mario chuckled.

"Too easy," Mario remarked, but Rainbow wasn't chuckling.

"Oohh..." Rainbow groaned to herself, feeling her nerves return and her confidence waiver.

"Uhh...C'mon, girls and Mario," said Fluttershy, trying to do damage control, "Why don't we go see how the clouds are made?"

"I think that would be a good idea," said Mario, "I wanna see if a non-Pegasi can make a cloud for himself."

"Why would you wanna make a cloud?" said Twilight.

"I'm surprised you don't want to try," said Mario, "It's called research and experimentation." Twilight just said nothing. Fluttershy then walked up to Rainbow, who was looking very flustered.

"Don't listen to them," said Fluttershy, "You're gonna win that competition for sure!"

"Are you kidding?" Rainbow groaned, "I can't do the sonic rainboom, and just look at these boring, plain old feathered wings. I'm doomed!" As if things couldn't get more discouraging for Rainbow, Rarity was continuing to make a public spectacle of herself as a large group of weather ponies began awing at her.

"What, these old things?" Rarity asked in pure mock modesty, "Go ahead, everypony. Photos are encouraged!"

"Rarity, we're supposed to be here helping Rainbow Dash relax, remember?" Twilight told Rarity sternly, "Put your wings away and stop showing off!"

"Oh, pfft," Rarity replied, "How can you ask me to put away perfection?" Rarity expanded her wings as she hovered in front of the sun. This caused her wings to sparkle, earning her more awes from the workers below.

"Waa-haa-haa!" Rarity chortled happily. Her friends just glared annoyingly at her, except for Rainbow, who was sitting in a crunched position and her body was shaking a little.

"Rainbow Dash, are you okay?" Twilight asked worried and Mario looked concerned for her as well. He had never seen Rainbow look so nervous before, "You don't look so good."

"Of course," Rainbow answered as she panted, "Why wouldn't I be okay? Everyone's so in love with Rarity's wings they won't even notice when I totally blow it in the Best Young Flyers Competition." Mario just knelt beside Rainbow and wrapped a fore-hoof around her for a side hug. Rainbow seemed to welcome the gesture, finding some safety as she tucked her head under his chin for a moment to relax a little.

"Hey! There's an idea!" said a pony named Rainbowshine, "You should enter the competition!"

"Yeah! I could watch you fly all day long!" said another pony named Foggy Fleece.

"There really isn't anypony who uses their wings quite like me," Rarity boasted, "Perhaps I should compete."

"WHAT?!" Rainbow squealed in shock.

"Rarity, what are you doing?!" Mario retorted angrily, but was drowned out by the other ponies continuing to awe at Rarity. Rainbow felt her heart sink.

"What am I gonna DO?!" Rainbow groaned as she put both her fore-hoofs over her eyes, "I'll never win the competition now."

"Don't worry Rainbow," said Mario, "This competition is more about a flashy appearance. Rarity may got visual appeal, but you've got visual appeal with your awesome mane and you've got the skills to go with it."

"No, I don't..." Rainbow whimpered as Mario just continued to comfort her.

It wasn't much longer before the sound of trumpets could be heard as pegasi from all over Cloudsdale gathered at the Cloudeseum to watch the competition. The crowds cheered as small groups of three to five sat on one of two rows of clouds. Inside a small area was a waiting and dressing room where the other competitors had registered and were ready to go, except for Rarity. A green colored pony went over to the dressing room to knocked three times on the door.

"I'm going to be a while!" said Rarity and quickly slammed the door shut. Meanwhile, Rainbow was already registered and waiting for her turn. But her nerves hadn't settled one bit since arriving. She decided to peak out of the waiting area and looked around the stadium. There on one of clouds was her friends. Pinkie had even found herself a #1 hand glove and was waving it about as she giggled to herself. Right beneath them were the three colts, Dumb-Bell, Hoops, and Score, laughing to themselves. Rainbow knew they were gonna waste no time poking fun at her when she failed. Rainbow gulped. Just then, a colt named Madden appeared in the center stage riding a small cloud, which was actually nothing since the Cloudeseum had no floor.

"Fillies and gentlecolts!" Madden announced, "Please rise and join us in welcoming our beloved Princess Celestia!" The crowds cheered and applauded as Celestia waved to them with a warm smile on her face.

"Please welcome our celebrity judges for the Best Young Flyers Competition," Madden announced next, "The Wonderbolts." More cheers and applause were made as six ponies donning blue and yellow uniforms zoomed overhead. They did a quick flying formation before settling down on their own cloud. Rainbow smiled as she saw them.

"And now, let's find out who will take the prize as this year's best young flyer!" said Madden as everyone cheered.

"Okay, contestant number one, you're up!" said a pony Lucy Packard, who was also the backstage organizer in charge of making sure everyone went up in a timely manner.

"Eyah!" Rainbow yelped nervously, knowing her time to appear on stage was coming up.

"Okay, number two, let's go," said Lucy Packard next. Rainbow then remembered that she was number two.

"Umm..." Rainbow stuttered before the noticed a brownish-grey colt standing nearby with number three and quickly swapped them.

"C'mon, c'mon, we ain't got all day," Luck Packard remarked impatiently.

"She's talking to you!" Rainbow told the colt, nudging his side.

"Oh. Umm..." said the colt, noticing his number and not even realizing it had been changed, "Oh, I guess that's me!" The colt took off as Rainbow then swapped her number three for someone else's number five.

"Okay, number four, time to go," said Lucy Packard as she knocked on the door to the dressing room. Number four was Rarity.

"I'm number four," said Rarity, "and I need just one more itsy-bitsy minute. Be a dear and have somepony else go ahead of me, hmm?" Lucy Packard blinked for a moment but then got back on track as Rainbow swapped numbers again from five to eight. The pony named Meadow Song looked at her number and saw it was now five.

"Let's do this!" said Meadow Song and flew off to do her routine. Rainbow was still panicking.

"Uhh...What am I gonna do?" Rainbow groaned fearfully. Meanwhile, her friends were enjoying watching the other contestants. Mario wasn't having as much fun since he could hear the three colts still talking badly about Rainbow down below and it was really getting on his nerves.

"I loved number seven," said Twilight, "Doing fifteen barrel rolls in a row can't be easy."

"My favorite was number ten," Fluttershy commented, "She just looked like such a nice pony."

"Hmm...wonder how come we haven't seen Rainbow Dash or Rarity yet," Applejack wondered, "The competition's almost over."

"You know Rarity when it comes to making an entrance," said Mario, "But for Rainbow...hmm...I'll be right back." Mario then used his magic to make a cloud appear.

"Isn't that the cloud you created yourself earlier?" Fluttershy asked.

"It is," said Mario as he jumped on and began to pilot the cloud around theirs. (And NO, this cloud doesn't have a smiley face on it).

"You sure there won't be an angry spiny throwing turtle complaining their cloud was stolen from them?" Pinkie asked next. Everyone just stared at her.

"What?" Pinkie asked innocently.

"Never mind," said Mario with an eye roll, "I'll be right back." Mario then flew away with his cloud. He could resist hovering above Celestia, said a quick hello, and then headed towards the waiting area. There near a pillar was Rainbow Dash, huddled on the floor shaking. Mario slowly walked up to her and sat beside her.

"Rainbow?" Mario said gently.

"G-g-go ahead," Rainbow whimpered sadly.

"Go ahead and what?" Mario asked her gently.

"Go ahead and laugh," Rainbow continued, "Everyone else will. I can't do the sonic rainboom. I can't go out there and fail in front of everyone. I'll just be a pony with a big ego. I'm not awesome...I'm not..." Mario just listened attentively before titling her head so she was looking at him.

"We may have had our differences Rainbow Dash," said Mario, "But you're one of my best friends. I would never do that to you. And if anyone gives you a hard time for failing is going to go through me. I don't know who told you being awesome means you can't fail but being perfect all the time is something nopony can do. Nopony is perfect."

"But...my reputation..."

"Rainbow, it might be one thing to want a positive image for yourself," said Mario, "but it is another to think that you have to deal with your insecurities all by yourself."

"I don't have..." Mario glared at her, "Okay, I do...but...I hate failure. You wouldn't understand..."

"Oh really?" Mario replied, getting up, "You're talking to the one pony who understands what it's like to fail in front of a bunch of critical sports ponies. A pony who knows what it's like to crash in the public eye and be utterly humiliated for it for years without end. It was a worst fear come true for me and its still awful that ponies still rub it in my face today!"

"And that's supposed to make me feel better?" Rainbow retorted.

"Let me finish," said Mario, "I used to do what you're doing now. Hiding in a corner having anxiety attacks because I didn't want ponies seeing me when I was at my weakest. I only wanted them to see me when I'm at my strongest. It's a losing battle, Rainbow. You don't have to deal with being nervous all alone like this. I care about you. Your friends care about you. We don't care if you pull off the sonic rainboom or if you do crash. All we care about is that you do your very best because at the end of the day, your friends are always here for you."

"But the Wonderbolts..."

"I know you want to impress them," said Mario, "but even if you fail today, that won't mean the end of your dream. There will always be a next time and we'll help you in every way we can to make sure you do get a next time. That is a promise." Rainbow calmed down a bit and gave Mario warm smile. Mario smiled back as Luck Packard arrived.

"Number fifteen, let's go!" she said aloud and apparently had ignored their conversation. Rainbow felt her nervousness returned and started shaking once more.

"You'll be okay," said Mario as he reached out a hoof to help the pony to her feet as Rarity burst out of the dressing room. Rarity had gone over the top with her costume and makeup for her performance. Mario couldn't tell if she was trying to be Broadway inspired butterfly or even a vanity obsessed peacock.

"Rarity...is ready!" the marshmallow pony said majestically.

"You've got to be kidding me," Mario said in disbelief and annoyance.

"Look, ladies," said Lucy Packard, "I don't know what to tell you. There's only time for one performance. If you both want to complete, you'll just have to go out there together."

"What kind of scheduling is that?" said Mario, feeling that every time he tried to bring Rainbow up, the universe kept knocking her down. Seriously, Rainbow has an ego and sometimes it needs to be checked, but...she doesn't deserve this, Mario thought to himself, but Rarity didn't seem to care one bit.

"Well, Rainbow Dash? Shall we?" Rarity offered, completely clueless to the poor girl's panicking as all the cyan pony could do was babble fearfully.

"You can do this," said Mario as he got Rainbow to her feet and pulled her along, "I know you can do this. Just go out there and do your best. Remember, you are awesome! Girl, you are awesome!" With much hesitation, Rainbow finally found her ability to fly as she and Rarity exited the waiting area.

"And now," said Madden, "our final competitor of the day, contestant number fifteen...and apparently contestant number four..." The crowds began to cheer as Rainbow was still unsure about what to do.

"Good luck, Rainbow Dash," said Rarity, "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." Mario, who was standing just outside the stage as he hopped back to his cloud, gave Rainbow a confident wink before flying away back to their friends. The classical music began to play and Rarity began to actually perform in front of everypony. Rainbow was shocked, Rarity had come up with a dance routine as well, but then quickly remembered what Mario had said and shook her nerves off with a gulp.

"C'mon, Rainbow Dash," she told herself, "You can do this. Just remember the routine. Phase one." Some cloud hedges had been placed just like the planted ones Rainbow had practiced flying between with Fluttershy. Rainbow was doing well maneuvering between each hedge as the crowds were cheering, but then she bumped the side of one hedge and went crashing into the bottom edge of the Cloudeseum.

"Nice work, Rainbow Crash!" Hoops sneered as he, Dumb-Bell, and Score laughed at her. Mario gritted his teeth.

"That's it!" he bellowed, having enough of their teasing as he jumped into the air above them.

"Mario!" Twilight cried out.

"POINT OF IMPACT!" Mario shouted angrily, as his left fore-hoof began to glow.

WHAM!

The impact left Twilight, Pinkie, Applejack, and Fluttershy shaken up as the three colts were left dazed as Mario performed a splashdown attack from above them. It wasn't much longer before Mario bounced himself back up to the group, who had just recovered from the shake up.

"Feeling better?" Twilight asked sarcastically as the others gave him a glare. Mario just gave a squeaky smile, leaving the others to roll their eyes at him. Rainbow had already recovered from her little "crash" and was ready to move on. She had to admit that seeing Mario splashdown on the three colts helped her smile.

"Time for phase two," Rainbow told herself as the ponies continued to cheer. Rarity was just doing her own routine and had completely missed Rainbow's mess up and Mario's splashdown. Rainbow just flew over towards some clouds and began to make them spin.

"Look! Phase two is working," Fluttershy said excitedly.

"That's it Rainbow!" Mario cheered, "Keep it up!" Rainbow suddenly lost her control of one cloud as it spun away from her. The cloud, still spinning, was sent barreling towards Princess Celestia. She gasped as she ducked away to avoid the cloud from crashing above her head. All the while Rarity was continuing her dance routine and the ponies were still paying more attention to her.

"And now for my grand finale," said Rarity to herself, "I will fly right up to the sun and beam my beautiful wings over the whole city of Cloudsdale!" Rarity gasped and squealed with glee, "They'll be talking about it for years!" Rarity began to ascend higher into the sky. Rainbow had recovered from her cloud control loss.

"Looks like this is my last chance to turn things around," said Rainbow, "Phase three. The sonic...[gulp]...rainboom. Wings, don't fail me now!" together on opposite ends of the Cloudeseum, they ascended high into the sky. The crowd gasped in awe before Rainbow grunted as she began her flight upward at high speed. Rarity positioned herself so she was right behind the sun, she could feel the heat starting to make her sweat. Mario's eyes shrunk.

"Rarity...no..." he squeaked.

"Look upon me, Equestria, for I...am...Rarity!" the marshmallow pony announced proudly as she opened her wings, created the prism effect on a much grander scale. The crowd oohed in amazement...until her wings became heated...and burnt into ashes in just two seconds flat.

"Uh-oh" Rarity realized her mistake and then plummeted. Rarity screamed.

"Oh no! Her wings evaporated into thin air!" said Twilight. Mario was about to hop onto his cloud to try and catch her when he saw three Wonderbolts, whose names were Soarin, Spitfire, and Misty Fly had already taken off to rescue her. Rarity continued to scream and waved her hooves wildly in panic. Because of her panicky hoof waving...

"Ooh!"

"Aah!"

"Uuh!" Misty Fly, Soarin, and Spitfire groaned as Rarity knocked them all out and Rarity was continuing to scream as the ground below drew near. That was when Rainbow saw that Rarity and the three Wonderbolts were in trouble.

"Hold on, Rarity!" Rainbow called out, "I'm coming!" Rainbow then began to descend to try and catch up to Rarity and the others. The rest of her friends watched with worry as Rarity just continued to scream as Rainbow increased her speed to try and catch up with her.

"Oh, I can't look!" said Fluttershy as she covered her eyes with her fore-hooves before peeking from them later. Rarity then gasped as she saw Rainbow coming for her. Rainbow continued to poor on as much speed as she could, feeling another slip stream surround the front of her body. Pinkie, Applejack, Twilight, Mario, and Fluttershy gasped excitedly as the slip stream once again began to shift into a V shape as Rainbow continued to push her speed to the limit. Then suddenly...

BOOOOOOOOOOOOOOOOOOOOOOOM!

A large rainbow ring appeared behind her as she zoomed forward faster than ever before. Pinkie Pie, Applejack, and Twilight's jaws dropped as the other spectators were in awe. Mario wasn't sure what made his jaw drop, the fact Rainbow did the sonic rainboom...

"A sonic rainboom! She did it! She did it! Wooo!" Fluttershy screamed loudly as she hopped up and down excitedly.

...or the fact Fluttershy went fan girl over the accomplishment, which many would agree looked absolutely adorable. Rainbow didn't even realize she had done the sonic rainboom until after she grabbed Rarity and secured the three unconscious Wonderbolts on her back just a few yards short of the ground below.

"Whoa!" said Rainbow as she flew back towards the Cloudeseum just beyond Mach 1, creating a beautiful rainbow in the sky as she made her way back towards the center of the stage. A few Pegasi were standing by to help carry the still unconscious Wonderbolts to safety and two Pegasi helped hold Rarity secure for the time being. Everyone was cheering for Rainbow's amazing performance and rescue as Fluttershy was still in full fan girl mode.

"A sonic rainboom! Wooo! Yeah!" Fluttershy screamed, still hopping up and down. Rainbow couldn't resist a smile.

"I did it," Rainbow said softly before saying it louder, "I did it!"

"You sure did," said Rarity with a sigh of relief and gratitude, "On thank you, Rainbow Dash. You saved my life."

"Oh yeah, I did that too," Rainbow realized before giving herself a hoof pump, "Ha, best day ever!" Once the crowds had died down and the competition was finished, Rarity was now sitting securely inside of their balloon while the others, minus Mario for some strange reason, were on the clouds with Rainbow. Rarity didn't wait long after they had finished congratulating Rainbow on her performance to speak.

"I want to apologize to all of you for getting so carried away with my...beautiful wings," said Rarity with a whimper, "I guess I just lost my head."

"It's okay," said Fluttershy.

"Oh, don't worry about it, kiddo," said Applejack.

"We still love you," said Pinkie.

"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," said Rainbow, "Can you ever-ever forgive me?" Rarity asked Rainbow sadly.

"Aw, it's okay," said Rainbow, "Everything turned out all right, right? I just wish I could have met the Wonderbolts when they were awake." Rainbow looked down sadly. Then someone tapped Rainbow's shoulder.

Rainbow turned and gasped when she saw Soarin, Spitfire, and Misty Fly with Mario standing beside them.

"Surprise!" said Mario with smile. Rainbow's eyes sparkled with excitement.

"Ohmygoshohmygoshohmygoshohmygoshohmygosh!" Rainbow repeated in fan girl mode.

"So you're the little pony who saved our lives," said Spitfire, "We really wanted to meet you and say thanks."

"Ohmygoshohmygoshohmygoshohmygoshohmygosh!" was all Rainbow could say.

"Mario's been telling us all about your flying since he met you," Spitfire added.

"Ohmygoshohmygosh...wait what?!" Rainbow exclaimed in shock and the other gasped as well. Rainbow just blinked twice.

"Mario...you knew the Wonderbolts?!" Rainbow exclaimed, "And you never told me!?"

"I was bound to a promise of secrecy," Mario answered, "Spitfire is an old friend of mine. I was there to cheer her on when she first joined the Wonderbolts and I got to meet the others. While it's hard for us to see each other these days, we do keep in touch via letters and such. She said I was not to tell you about our friendship until the right time."

"Because I wanted to tell her myself," said Spitfire, giving Mario a friendly jab in the shoulder. Rainbow and the others were rather impressed when a familiar majestic Alicorn made her appearance.

"Princess," said Twilight as she, Mario, who rushed beside Twilight, and the others bowed before her.

"Hello, Twilight Sparkle and Mario Star," Princess Celestia responded cheerfully, "and hello to your friends too."

"Princess Celestia," said Rarity, "I am sorry I ruined the competition. Rainbow Dash here really is the best flyer in Equestria." Rainbow just smiled modestly.

"I know she is, my dear," said Princess Celestia, "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." The crowd cheered as Princess Celestia placed a golden leaf crown on Rainbow's head.

"Ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh ohmygosh!" Rainbow exclaimed.

"So Twilight Sparkle, Mario Star," said Princess Celestia, "did you learn anything about friendship from this experience? I'm certain my son learned to control his temper in public?" Celestia gave Mario a sly look, telling him that she had seen Mario's little splashdown attack on the three colts. Mario blushed and chuckled sheepishly as the others snickered to each other.

"I did Princess, so did Mario in more ways than one," said Twilight with a chuckle, "but I think Rarity learned even more than both of us."

"I certainly did," Rarity agreed, "I learned how important it is to keep your hooves in the ground, and to be there for your friends."

"Excellent," said Princess Celestia, "Well done, Rarity."

"This really is the best day ever!" said Rainbow excitedly. It was then the three colts arrived behind her.

"Uhh, hey, Rainbow Crash," Dumb Bell said nervously.

"Dash!" Hoops corrected, jabbing Dumb Bell on the side.

"Oh! Uhh...Sorry, Rainbow Dash," said Dumb Bell, "Uhh, we just wanted to congratulate you in winning the competition."

"That sonic rainboom was awesome!" said Hoops.

"Heh, thanks, guys," said Rainbow.

"Uhh, we're really sorry we gave you such a hard time before," said Dumb Bell.

"Aww, that's okay," said Rainbow, "don't worry about it."

"Hey. Do you want to hang out with us?" Dumb Bell offered, "Maybe you could show us how you did that incredible trick!" Rainbow just smiled as two Wonderbolts flew nearby.

"Sorry, boys..." said Rainbow, allowing each Wonderbolt to wrap one of her fore-hooves around their own, "But I've got plans!" The three ponies just flew away as the three colts watched her disappear. Mario approached them.

"Hey, umm...sorry about earlier," he said sadly, "I..."

"Stop right there Mario!" said Hoops, "we're the ones who should apologize."

"What?"

"Yeah, we were mostly just trying to give Rainbow Cr...I mean Dash, a hard time," Dumb Bell added, "We were just jealous cause it took your...umm...other word for crash?...before we could even have a chance of winning races. We probably had that splashdown coming."

"It's cool," said Mario as he gave them each a hoof bump. Princess Celestia and the others just smiled.

Late at night the next day, Mario was at his house sitting comfortably on his bed reading a book. Then he heard a knock on the door downstairs.

"Who could that be at this hour?" Mario wondered as he exited his bedroom and rushed towards the door. He was surprised to open it and find Rainbow outside.

"Hey," Rainbow said gently.

"Hey, what's up?" Mario asked her curiously.

"I just got back from my day with the Wonderbolts," said Rainbow as she walked inside, "I wanted to talk to you before I headed home."

"It's a little late...it can't wait until morning?" Mario asked with concern. Rainbow just looked at him sadly.

"Come on in," said Mario as the blue Pegasus slowly walked inside. Rainbow was rather surprised. She had never been inside Mario's house before. As she walked in, she noticed the stair case leading to the second floor. As she looked towards the right, she found a rather open floor plan living room, kitchen, and dining room area that had pastel yellow walls and wooden flooring. Though she could see some brown carpets around the dining table and living room area. The kitchen was tucked into the back left corner, with an island counter and stove combination and the dining table was on the right. The dining table could seat up to eight ponies. The front half contained three large comfy sofas that were surrounded by a low table with a large stereo towards the back wall.

"Nice pad you've got here," Rainbow commented as she hovered about and took a seat on one of the sofas.

"Thanks," said Mario, "can I get you anything? Something to drink? I made some peanut butter cookies this morning..."

"No thanks," said Rainbow, "I just wanted to talk to you and then I'll be on my way."

"Alright," said Mario as he took a seat opposite of her on the sofa, "What's up Rainbow?" Rainbow just took a deep breath.

"I wanted to thank you for...you know...helping me out yesterday," said Rainbow, "I still can't believe I was so worked up over nothing. I had what it took to be awesome all along." Rainbow gave a smug smile as Mario smiled back at her.

"I know," said Mario plainly. Rainbow blinked a bit before she sighed to herself.

"You...don't need to pretend Mario," said Rainbow sadly, "You know that my fear was real and that I literally was doubting myself. I'll admit it. I was scared."

"It's nothing to be ashamed of Rainbow," said Mario, "We all get scared and doubtful about ourselves. If we're not afraid to tell each other, then that means we're just as awesome." Rainbow just felt her eyes water as she looked at him.

"Can you seriously say I'm awesome when I'm acting like that?" Rainbow demanded.

"Yes," said Mario, "because its shows that you're not afraid to show your imperfections in public. It's like you're saying to ponies: "Yeah, I'm scared. So what? I have fears too and that makes me awesome"." Rainbow chuckled.

"You're a really great friend Mario," said Rainbow, "It's nice to know that I...I have someone besides Fluttershy where I can...well..."

"Talk about this kind of stuff without feeling uncomfortable?" Mario answered. Rainbow blinked before nodded quietly.

"I just ask one thing," Rainbow said softly.

"Yes?" Mario asked before the cyan pony flew right into her face.

"If you ever mention any of this to anypony I'll..."

"Stop it!" Mario said sternly, making her back up suddenly, "Why would you think I would want to use this against you? I wanna to help you, Rainbow Dash. My ears and door are always open. Whatever you want to say to me will stay inside this house. Next time, just pick an earlier time to talk to me if you can help it." Rainbow just stared and then smiled.

"Cool," said Rainbow, "I'll see you tomorrow then? I totally want to learn how you know Spitfire."

"Sure," said Mario and Rainbow excused herself from the house and slammed the door. Mario flinched at the door slam, but just smiled. Mario went to bed and fell happily asleep, grateful that he had such an awesome Pegasus for a friend.

It had been hinted way back in Episode 1 that Mario knew a Wonderbolt and now the truth is revealed!

I always felt like all Mario has ever done at this point was just clash with Rainbow. I wanted to show that his friendship with her was growing too, especially at the end.

And if you haven't noticed, Mario hates bullies, but if you think Mario's anger was something, just wait til...next chapter.

Peace Pony Fans!

The Stare Master

Pony's Log Number 117: NEVER underestimate the trouble three young fillies can cause you, but ESPECIALLY NEVER underestimate the power of the Fluttershy...

It was another busy day at the Carousel Boutique and Rarity was moving about trying to get another order finished. She had also had to deal with a small lavender and pink mane filly, who was mentioned before was called Sweetie Belle. Sweetie Belle was actually Rarity's little sister and older pony didn't seem to be handle the idea of watching the filly and doing her work too well at the moment.

"Where'd I put that?" Rarity mumbled to herself, "Ohh, I thought I already..." Some clattering was heard as Rarity shuffled about. Some balls of yarn rolling across the floor.

"Oh, and I can't forget I've got to..." Rarity continued, "Oh, how am I ever going to get this done?" Sweetie Belle was just watching her old sister run back and forth across the room and then gave her a light eye roll.

"Are you sure I can't help?" Sweetie asked curiously, "I could-"

"No!" said Rarity, cutting Sweetie Belle off.

"Maybe just a-"

"No thanks!" Rarity interrupted again.

"How about-"

"Just stand over there," Rarity instructed.

"But-"

"Where you'll be out of the way," Rarity finished and then remembered something, "Ribbon, ribbon, Where's that ribbon?"

"I got it," Sweetie Belle shouted as she tried to reach for it by standing on the table with the sewing machine and stretching out her fore-hoof. Then there was a loud creak as Sweetie Belle knocked the thread off the table.

"Whoa!" she shouted as she lost her balance. Rarity watched with a gasp as the thread knocked over nearby mannequin over, which then launched three yarn balls that were on the floor into the air towards another shelf.

"Aah!" Rarity cried as she ducked to avoid the flying object as the domino effect continued. Clattering noises could be heard until things finally settled, leaving a huge mess in the room. Sweetie Bells surveyed the mess as Rarity gave her a glare.

"Um, I-I'll just go and stand over there, where...I'll be out of the way," Sweetie Belle said nervously before zipping away as fast as she could. Rarity just sighed to herself. Apparently this hadn't been the first time this something like this had happened whenever Sweetie Belle tried to help.

(Theme Song)

It wasn't much longer before Rarity had managed to clean up the mess herself, which another habit she had developed when dealing with Sweetie Belle "accidents". Sweetie Belle felt a little shunted.

"Won't you at least let me help you clean up?" Sweetie Belle asked, feeling rather bored and eager to clean up her own messes.

"No," said Rarity in a tone that wanted to end the discussion immediately, "You've helped me quite enough."

"I'm sorry, sis!" said Sweetie Belle sadly, "I just thought that if I could help, I might find my special gift and finally earn my cutie mark." Sweetie Belle looked at her blank flank as Rarity listened quietly for a moment.

"I understand," said Rarity, "It's just that...I need this time in order to fill this order with any...complications." Rarity's words were clearly emphasizing more than just work problems, but Sweetie Belle was too innocent to realize that.

"There's never any...complications...with me helping out when Mario's here," said Sweetie Belle, "I never mess up like that when I help him."

"Sweetie Belle, I know you've got quite a crush on Mario," said Rarity, changing the subject, "but he's far too old for you and he's already got his heart set on another pony."

"I know, I know," said Sweetie Belle indignantly, "He already told me, but I can't help but like him. He's just...really cute." Sweetie sighed to herself happily as Rarity just rolled her eyes.

"Okay, all done," said Rarity, "Now, back to work. I've lost a lot of time, and I cannot have any more interruptions."

DING-DONG!

"Oh, what now?!" Rarity snapped as she heard the door bell and Fluttershy and Mario walked inside with a basket.

"Oh, sorry," said Fluttershy, hearing Rarity's outburst, "I thought the "open" sign meant you were open, but I must have been mistaken." Mario was with her because she had finally asked him to help out with the animals. And for the most part, he had done exceptionally well. However, he did clash a bit with Fluttershy's pet bunny Angel. Though Fluttershy was able to remedy the issue when Mario felt his patience reach its limit.

"Fluttershy," said Mario gently, "I think Rarity was just blowing off some steam. It's nothing against us...I think..." Rarity then gasped when she heard the two ponies behind her.

"Fluttershy! Mario! Forgive me!" said Rarity as she rushed over to them, "I was so wrapped up in my work that I had forgot you two were bringing Opalescence back from her grooming!"

"No worries, Rarity," said Fluttershy, "I've left her there in the basket." Opal just purred as she came out of the basket, showing her beautifully groomed coat.

"Oh, she looks great!" said Rarity, "I just don't understand how you were able to do it! I can't get near without getting a swipe from her claws!"

"HISS!" Opal said defensively and tried to swipe at Rarity.

"Ahh!" Rarity yelped as she pulled away just in time before she thought of something, "Did you use...the Stare on her?" Mario gasped and his eyes shrunk.

"Don't mention that word! It makes my knees wobble!" Mario retorted nervously.

"On no!" Fluttershy exclaimed in her soft tone, "I wouldn't! I couldn't! I-I don't really have any control over it when that happens. I-It just happens."

"Control isn't the issue," said Mario dreadfully, "You just underestimate its power and effectiveness."

"What do you mean?" Rarity asked curiously. Fluttershy sighed.

"Earlier today, Mario was having trouble with some misbehaving squirrels that were fighting on a low tree branch," Fluttershy explained, "Mario was trying to settle the dispute when they started laughing at him and throwing their nuts and acorns at his head. I used the Stare to make them stop, but...I didn't realize until after that...Mario was in my line of sight. It took a good ten minutes to get him to stop crying."

"Hey, I'm a sensitive guy," Mario protested meekly, "I don't like the idea of any of my best friends that angry with me."

"I'm not big brother," said Fluttershy sweetly and hugged, "and I'm sorry that happened. Besides, I like that you're sensitive."

"Me too!" Sweetie Belle added, "You're so cute!" Mario smiled, Fluttershy giggled, and Rarity sighed in annoyance.

"But, no, I didn't use the Stare on Opal," said Fluttershy, "I'm just good with animals. It's my special talent, you know?"

"Well, you should have a picture of Opal as a cutie mark instead of those butterflies," Rarity suggested.

"But the butterflies represent her gentle personality," Mario remarked, making Fluttershy smile.

"Ooh, ooh, oh, oh, oh, oh!" Sweetie Belle exclaimed excitedly, "Maybe I can be good with animals, too!" Sweetie Belle approached the white cat and turned her head towards Rarity as she spoke.

SHING!

Opal took a swipe at Sweetie Belle's mane, cutting off one of her curls as a wide, devilish smirk appeared on the cat's face.

"Or not," said Sweetie Belle as she zipped away from the cat, Fluttershy, Mario, and Rarity laughed.

"I'm sorry I can't invite you to stay and chat, Fluttershy and Mario," said Rarity, "I've bitten off more than I can chew with this order."

"But you're not eating anything," Sweetie Belle remarked.

"No, Sweetie, it's an expression," Rarity explained, "It means 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 then showed them all a glittery golden cloth. Fluttershy and Mario gasped in amazement as it twinkled before they eyes. Sweetie Belle also eyed the material.

"See? I've lined them in a special gold silk," said Rarity, "It took so long to make, but I think it adds just the right touch. Don't you?"

"Indeed," said Mario, clearly impressed.

"These are lovely," said Fluttershy, "but twenty by tonight? How will you get it all done?"

"Well, I, uh..." Rarity stuttered.

"Oh, oh, oh! Maybe I could..." A death glare by Rarity dismissed Sweetie Belle's idea, "just...just stand over here and watch."

"Not if I help Rarity out, Sweetie Belle," said Mario, "We make a good team you and I." Mario gave her a wink as Sweetie Belle giggled happily.

"I'll manage," said Rarity definitively, "On my own." Mario just rolled his eyes at being dismissed, but he learned that when Rarity wanted to work solo there was no changing her mind. Sweetie Belle looked disappointed.

"Well, maybe Mario and I should get out of your mane so you can work," said Fluttershy, when a familiar yellow and orange filly came barreling through the front door.

"Whoa-oa-oaaa! Oomph!" Mario was knocked into a backward spin and landed on his stomach with a plop as they plowed right through him.

"Hi, Fluttershy! Hi, Rarity! Hi Mario!" said Apple Bloom and Scootaloo at once as they rushed over to Sweetie Belle.

"Hello, uh, girls..." said Rarity wearily.

"You ready for tonight?" Scootaloo asked excitedly.

"Yup! Cutie mark planning session is a go!" Sweetie Belle answered.

"Tonight is the night we each try to find our own special talent," Apple Bloom added.

"Even if it takes us all night!" said Scootaloo.

"I'm ready!" said Apple Bloom, "You ready?"

"Very ready!" said Scootaloo.

"CUTIE MARK CRUSADER SLEEPOVER AT RARITY'S YAY!" The three fillies shouted at the top of their lungs. So loud in fact, that the entire Boutique rumbled, leaving the three adult ponies rather shaken up.

"That's one way to immobilize someone," said Mario shakily. To think most thought only overweighed turtles that stomped the ground and threw hammers at you could do that.

"And...look what I made us!" said Sweetie Belle as she rushed over and put on what appeared to be a purple colored cape. One could hear a trumpet flourish as Sweetie Belle presented it to the others.

"Oh, wow!" said Apple Bloom and Scootaloo, as they gasped and laughed excitedly, "That is so cool! Oooh!"

"What does that patch on your cape mean?" Fluttershy asked curiously about what appeared to be am emblem on the side of the cape.

"THE CUTIE MARK CRUSADERS! YAY!" the three fillies shouted again, rocking the room once more.

"Indoor voices please," said Mario, feeling shook up again.

"We're on a crusade, a mission!" Scootaloo explained.

"To find our cutie marks!" said Apple Bloom.

"Yup. And look," Sweetie Belle added as she lifted the cape, "I lined them with this special gold silk. It took so long to make, but I think it adds just the right touch, don't you?" Apple Bloom and Scootaloo oohed impressively. But Rarity felt her eyes twitch and even Mario groaned once he recognized the fabric.

"Oh Sweetie Belle," Mario muttered, "How many times did I tell you to ask Rarity before using her fabrics?"

"Sweetie Belle!" Rarity exclaimed when she saw the cut out holes on the fabric she had made beforehand, "What have you done? That was the last of the gold silk! Oh, now I'll have to make more. I hope I can make more. I'm gonna have to work all night. Which means...Sorry, girls, I'm afraid the sleepover is cancelled."

"What?!" Sweetie Belle said in shock.

"I just won't have any time to watch you if I want to get these robes delivered on time," said Rarity.

"But-"

"No buts this time," said Rarity in a motherly tone, "I'm sorry Sweetie Belle. It's just the way it has to be."

"Awwww..." said the three fillies sadly. Then Fluttershy got an idea.

"I, uh, I suppose I could take them for the night," said Fluttershy. The three girls gave her wide smiles.

"I couldn't ask you to do that," said Rarity hesitantly, despite the three wide grins beaming at her.

"Oh, it's no problem at all," said Fluttershy with a smile. The three fillies looking at Fluttershy again.

"Have you met my sister and her friends?" Rarity asked Fluttershy in a serious tone, "A problem is all it would be."

"Did I have a problem with Opal?" Fluttershy said smugly, "You've seen how well I can handle small creatures!"

"I suppose that's true..." Rarity pondered, the three smiles now looking at her, "and I do have alot of work to do..."

"Come on," said Fluttershy, "it'll be fun."

"I assure you, they're quite a handful," said Rarity. The three fillies just kept smiling, looking at the pony speaking. Mario just chuckled to himself.

"These sweet little angels?" Fluttershy remarked as three halos appeared over the fillies head.

"Oh boy..." Mario muttered to himself. Even he knew they were anything but angels.

"Well...all right," Rarity reluctantly conceded.

"CUTIE MARK CRUSADER SLEEPOVER AT FLUTTERSHY'S COTTAGE! YAY!" the three fillies shouted excitedly, rumbling the ground again before making a fast sprint out of the door. Since Mario was temporarily immobilized, they sent him spinning once more and landing on his stomach.

"Not again! UGH!" Mario groaned.

"So cute," Fluttershy giggled before calling out in her own soft tone, "W-wait for me!" Fluttershy then flew off to go catch them.

"Hmmm..." Rarity pondered as Mario woozily rose to his hooves.

"Mario, I think I'll need your help after all," Rarity remarked.

"Okey-dokey," said Mario as he tucked his work glasses on his nose, "I'll start gathering the materials for the gold silk while you..."

"No, darling, I mean I want you to help Fluttershy watch the girls," said Rarity.

"Why? Don't you trust her?" Mario asked.

"Of course I do," said Rarity, "it's just...well..."

"Oh Mario!" said Fluttershy as she flew back, "I wanted to ask if you could help me with the girls...if...uh...Rarity doesn't mind...I see you're about too..."

"Actually, I was just suggesting Mario go help you," Rarity quickly before pushing Mario out the door, "I am very busy and I'm sure Mario will have more fun helping you than me so ta, ta!" With that Rarity shut the door as Mario just stood a little stunned.

"So...will you help me, big brother?" Fluttershy asked sweetly. Mario just blinked before giving her smile.

"Sure little sister," said Mario, "how can I say no to you?" Fluttershy giggled as they headed back to her cottage once they had caught up with the three fillies. The three fillies were still ahead of the two adults as Fluttershy flew excitedly behind them and Mario was running alongside the yellow Pegasus at a decent pace.

"Oh won't this be ever so fun?" said Fluttershy giddily as Mario smiled, "We can have a nice little tea party, and sit quietly and color, and tell each other fairy tales, and-"

"Oh Fluttershy," Mario sighed himself. He already knew that Sweetie Belle was the only filly interest in most of Fluttershy's idea of fun. Apple Bloom might like a few of those things, but good luck convincing Scootaloo to do any of that. Fluttershy soon gasped when she saw who was ahead. The three fillies continued to zoom ahead, their hooves clattering, the air rushing past until they nearly sent Twilight into a tailspin as they ran by giggling to each other.

"Hello, Fluttershy, Mario," said Twilight.

"Oh! Hello, Twilight," said Fluttershy.

"Hey Twi!" said Mario.

"Where are you off too?" Fluttershy asked.

"I'm heading to the Everfree Forest to Zecora's to get some of my favorite tea," said Twilight.

"Th-The Everfree Forest?" Fluttershy and Mario exclaimed worriedly.

"Ah, you'll be careful, won't you?" Fluttershy asked the purple pony.

"Of course! How about you two?" Twilight asked curiously, "What are you doing with the girls?" The three fillies poked their heads from the water well.

"Rarity has a big order to fill tonight, so I volunteered to take the girls to my cottage for a sleepover," said Fluttershy, "Mario's going to give me a hoof."

"Wow, sounds like everypony has their hooves full today," said Twilight, "taking care of those three fillies all by yourself? And I know Mario hasn't done much "child watching" since Spike matured. You sure you can handle it?" The three fillies had devious smirks on their faces before standing between Twilight an Fluttershy, smiling as their halos appeared over their heads.

"What? These sweet little angels?" Fluttershy remarked as Mario rolled his eyes. Twilight gave them both a skeptical look before saying good bye and on her way. Fluttershy noticed that Mario looked worried.

"I'm sure she'll be okay," said Fluttershy, "Twilight can take care of herself."

"I know," said Mario sadly, "But I can't but feel like...if anything happens and I'm not there..."

"I know you love her Mario," said Fluttershy, "but no pony likes to be protected all the time. Twilight needs her space and I need your help right now."

"I know Fluttershy," said Mario, "I just hope I can tell Twilight how I feel someday."

"Just need the right moment, maybe like the Gala," Fluttershy suggested.

"Not a bad idea," said Mario.

"But for now, you're my date for the evening, okay handsome," said a voice. Mario turned around to see Sweetie Belle holding him as she sat on his back. Mario just chuckled to himself as let Sweetie Belle ride him all the way to Fluttershy's cottage. They settled down right away as Fluttershy closed the top half of her front door. Crickets were chirping quietly and an owl started to hoot as day turned into nighttime outside the house. Some of the animals and birds were chattering about as the fillies began to explore the living room.

"Wow! Look at this place!" said Sweetie Belle excitedly, "What's that? Are those chickens?" The three fillies began to chatter loudly as they zipped about, hooves clattering as they ran across the floor and even in between Fluttershy and Mario a couple of times.

"No...problem at all," said Fluttershy to herself and then addressed the three fillies, "Okay, uh, girls, what should we do?"

"I'm gonna get my cutie mark first!" Scootaloo said boldly.

"Girls?" Fluttershy called out.

"Nuh-uh!" Sweetie Belle retorted.

"Should we-" Fluttershy tried to suggest but was interrupted again.

"I am!" Apple Boom protested, ignoring Fluttershy's suggestion.

"Girls, okay, now settle-"

"I'm staying up all night!" Scootaloo shouted excitedly, her eyes rolling about as she scared Angel right off his cushion.

"Me, too!" said Apple Bloom as she jumped on.

"Me, three!" said Sweetie Belle as she hopped on the cushion as well.

"I can step in at any time," Mario whispered to Fluttershy, "I good train toot with my horn should..."

"I got this," said Fluttershy quietly, but even she wasn't so sure.

"I-I know you're excited, but-girls," said Fluttershy gently until she saw Apple Bloom teetering dangerously, "oh, oh, careful with the-oh, ah, girls-" Fluttershy then saw Sweetie Belle had gotten her nose stuck inside of one of the birdhouses hanging above.

"Sweetie Belle, get out of there," said Mario, "I knew a beagle once that did that he ended up smashing the poor birds house trying to get the house off." Sweetie Belle managed to get her nose out without much difficulty as the three ponies finally settled down on the sofa as Fluttershy blew part of her soft pink mane from her face.

"So, what do you wanna do? Play a game?" Fluttershy offered.

"I am known for coming up with various mini-games for parties," Mario suggested, "Each one is a good blend of competitiveness and fun."

"We are the Cutie Mark Crusaders!" said Scootaloo as she appeared next to Fluttershy.

"And we want to crusade for our cutie marks!" said Apple Bloom on the other side of Fluttershy.

"And, and, and, we...um-" Sweetie Belle stuttered as she appeared above Fluttershy, "yeah! What they said!"

"These girls are the like Rainbow and Twilight," Mario warned based on his experiences with Rarity when she could watch them, "Once they get a goal, nothing will detour it." Fluttershy pondered quietly for a moment.

"I got an idea," Fluttershy whispered to Mario before speaking to the girls.

"Mmm, I don't know," said Fluttershy hesitantly, "how about a nice quiet little tea party?"

"That's you brilliant idea?" Mario asked quietly.

"Or...we could go adventuring in the Everfree Forest!" Scootaloo suggested.

"Yeah," said Apple Bloom and Sweetie Belle as the three fillies charged for the front door.

"Oh no! The Everfree Forest is much too dangerous," said Fluttershy, "It's filled with far too many dangerous creatures."

"But you could go with us," Sweetie Belle suggested, "and we could catch those creatures."

"I've always wanted to see Mario battle an Everfree Forest creature," said Apple Bloom, "Applejack told me how he faced a Hydra single handedly and won."

"Heh...I have been working on my fighting abilities..." Mario said modestly.

"Mario..." Fluttershy warned.

"What? I'm not implying that we do it," said Mario, "Besides, my skills are for self-defense only. I don't go looking to pick fights with any creature."

"Unless they make you mad," Fluttershy added smugly.

"You just had to go there didn't you?" Mario asked annoyed. He could never understand how such a shy and timid pony could be so sassy around him. For the moment, he was the only one she acted that way with.

Guess it's just a sign our friendship is growing Mario thought, Even Rainbow said she finds it easier to open up to me then the other girls.. Mario didn't have much time to think about it when Sweetie got an idea.

"Or we could capture them," said Sweetie Belle, "We could be, creature catchers!"

"YAY! CUTIE MARK CRUSADER CREATURE CATCHERS!" they screamed at the top of their lungs, making Fluttershy lean back and immobilized Mario temporarily again.

"Indoor voices please," Mario pleaded, feeling woozy again.

"Sorry," they said quickly before Apple Bloom and Scootaloo grabbed carpet and covered themselves with it.

"Arrrr! I am a dangerous creature from the Everfree forest! Rrrarrr!" said Scootaloo, trying to sound menacing as Sweetie Belle stood before the creature.

"Don't worry my princess," said Mario, trying to sound regal and brave, "I'll slay this savage beast and save you!"

"What are you talking about?" Sweetie Belle retorted, "You're the damsel in distress and I'm saving you!"

"Wah?!" Mario said stunned as Fluttershy snickered quietly.

"Halt, dangerous creature of the Everfree Forest," said Sweetie Belle bravely, "I am Sweetie Belle, the creature catcher, and I'm here to catch you!"

"You can never catch me! I'm far too powerful and dangerous!" said Scootaloo.

"You cannot run from me!" Sweetie Belle and gave chase.

"Raaar!" Scootaloo roared as she began to chase Sweetie Belle. Sweetie Belle just giggled. As Scootaloo continued to roar, even she was giggling as well. Mario just chuckled at their fun. Fluttershy was looking rather uneasy. As cute and fun as their chase looked, they were starting to get a little too close to the furniture...and some fragile decor.

"Um, oh, maybe that's not such a-" Fluttershy tried to warn but noticed that the three fillies weren't listening, "now girls, how about we do some nice coloring? Doh-" Fluttershy flinched as they barely missed knocking something over. Now Mario was concerned.

"I...think that's enough girls," said Mario, "Coloring would be a good idea! You can try to draw what you think you're cutie marks will look like!" But the girls weren't listening to him either.

"Come back, dangerous creature, so I can catch you!" said Sweetie Belle.

"Never!" said Scootaloo as Sweetie Belle jumped on a small side table. Mario could see what would happen next.

"Careful..." said Fluttershy, "...you don't..."

CRASH!

Too late...

"...break anything..." said Fluttershy wearily as her side table was destroyed and the vase on top of it smashed beyond repair.

"Sorry, Fluttershy," said Sweetie Belle sadly.

"Yeah, sorry," said Scootaloo in the same tone.

"I guess we aren't creature catchers," Apple Bloom added in the same tone. Mario just sighed.

"Oh, girls, it's okay," said Fluttershy gently, "I-"

"I know!" Apple Bloom exclaimed, "We could be Cutie Mark Carpenters!"

"C-carpenters?" Fluttershy stuttered as the three zoomed away and returned with a toolbox.

"I thought you locked up your tool shed," said Mario under his breath.

"Those are your tools," said Fluttershy as Mario noticed his cutie mark on the toolbox. Mario face-hoofed himself. He had forgotten he had left it here after repairing her stove earlier that day. While fixing the table was definitely a carpentry job, the girls were dressed as if they were prepared for operate.

"Hammer!" said Apple Bloom.

"Hammer," Scootaloo replied as she passed a hammer to Sweetie Belle and then Sweetie Belle gave it to Apple Bloom.

"Hammer!" said Sweetie Belle.

"Hammer," Scootaloo replied as she gave Sweetie Belle a hammer.

"Hammer!" Scootaloo told herself as she grabbed her own.

"Hammer," she repeated once it was tucked into her mouth. Fluttershy and Mario looked worried until they were knocked off their feet as they heard the loud thumping, clattering, sawing, and even jackhammer sounds of construction. When they had finished, they had completed a very crude wood sculpture.

"Um...that doesn't look like a table?" said Sweetie Belle.

"We were making a table?" Scootaloo exclaimed as Mario groaned.

"I don't what was worse," said Mario to himself, "the fact they tried building for the first time without blueprints or their lack of teamwork trying to built it!"

"Somepony needs to put this thing out of its misery," said Apple Bloom.

"Finally, something we agree on," Mario muttered.

"We are definitely not Cutie Mark Carpenters," said Scootaloo.

"Who wants a picture of a hammer on their flank anyway," Sweetie Belle remarked as Fluttershy pulled the "table" away and left Mario to repair it as she went over to the three fillies.

"Well, now that we've gotten that out of the way," said Fluttershy, "How about a game?"

"A game?" Apple Bloom asked puzzled as the three fillies were now seated on the sofa.

"It's called "Shhh!"," Fluttershy told them as Mario, who had already finished repairing the side table thanks to his speed, was standing nearby.

"What's that?" said Scootaloo.

"Well, it's a game about who can be quiet the longest," said Fluttershy, "Sound fun? I'm the world champ, you know."

"That's true," said Mario, "She holds the Pony's World Record at 9 days, 18 hours, and 35 minutes."

"Very funny," Fluttershy retorted before turned to the three fillies, "I bet you can't beat me!" Fluttershy gave a light squee before taking a deep breath. The silence lasted no more than about three seconds.

"I lose!" said Scootaloo as she zipped away.

"Me too!" Sweetie Belle added before taking off as well.

"Me three!" said Apple Bloom as she did the same. Fluttershy just sighed as she released her breath as the three fillies began to zoom about again.

"Okay, now what can we do?" Apple Bloom thought and then got an idea as she rushed inside of Fluttershy's un-lit fireplace, "How about Cutie Mark Coal Miners?"

"Yeah!" they all said excitedly as once, their faces and bodies covered in chimney soot.

"No!" Fluttershy and Mario snapped firmly together.

"Awwww!" The three fillies groaned to themselves.

"I mean, it's time for bed," said Fluttershy as the three fillies walked passed her, now clean, "don't you think? Aren't you excited to get all toasty and warm in your snuggly wuggly-widdle beds?"

"Snuggly-wuggly?" said Apple Bloom indignantly, "But we have more crusading to do!"

"We've got plans!" said Scootaloo.

"And capes!" said Sweetie Belle.

"Um, okay, um. Maybe the crusading can wait until morning?" Fluttershy suggested as she guided the fillies up the stairs to the guest bedroom, "When it's light? And...not so dark?" The three fillies were still glum as they gathered around a bed large enough for all three of them to sleep in.

"How are we gonna find our special talent in our sleep?" Apple Bloom asked.

"Maybe you'll have a lovely little dream about your special talent," said Fluttershy as she blew out the candle to darken the room. The three fillies climbed into the bed and under the covers.

"But we're not even tired!" Scootaloo protested.

"How about I sing you a lullaby?" said Fluttershy as Mario stood next to her.

"Mm-hmm, yeah!" said the three fillies. Fluttershy cleared her throat.

[Fluttershy]

Hush now, quiet now
It's time to lay your sleepy head
Hush now, quiet now
It's time to go to bed

"Hmm," Mario sighed contently, enjoying Fluttershy's sweet voice.

"I know this one!" said Sweetie Belle excitedly.

"Oh how wonderful!" said Fluttershy, "Why don't you sing it with me?" Mario looked worried, especially after he saw Scootaloo and Apple Bloom smile and plug their ears as Sweetie Belle cleared her throat. Then she sang in a very upbeat, over the top voice.

[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!

"Okay Sweetie, that was..." Fluttershy tried to comment, but Sweetie wasn't going to stop

[Sweetie Belle]

Driftin' (driftin') off to sleep!
Exciting day behind you!
Driftin' (driftin') off to sleep!
Let the joy of dream land find you!

"Thank you Sweetie, um..." said Fluttershy, trying to get Sweetie Belle to stop.

[Sweetie Belle]

Hush now! Quiet now!
Lay your sleepy head!
Said hush now! Quiet now!
It's time to do to bed!

Ow!

Sweetie sang so loudly that the entire house shook, knocking items off the wall shelves, and many of the animals, including some of the chickens outside, we're startled by the noise. Sweetie Belle's singing certainly wasn't bad, at least according to Mario, but that felt more like a Gospel performance rather than a sleepy time lullaby.

Even after it seemed that the three fillies had fallen asleep, the chickens were still clucking and flapping about frantically.

"What was that?" said Scootaloo as she and the rest of the fillies woke up. Fluttershy and Mario had barely finished putting back all the things that had fallen from the shelves thanks to Sweetie Belle's solo when they noticed the bed was empty. Fluttershy gasped as she saw them already outside the house and in her backyard.

"Girls!" Fluttershy exclaimed from upstairs.

"Fluttershy, your chickens are on the loose!" Apple Bloom told her.

"I wonder what could have caused that," Sweetie Belle pondered to herself as Scootaloo and Apple Bloom just gave her both dirty looks.

"Don't worry, Fluttershy," said Scootaloo, "the Cutie Mark Crusaders will handle this!"

"Cutie Mark Crusader chicken herders! Yay!" they said loudly, but not as loudly as before as they zipped away with a rush of air and soon chickens were clucking about as the three fillies gave chase.

"No, I don't think that's a-" But Fluttershy was too late as the girls were already on their way towards the chicken coop. Mario ushered her downstairs and out of the house so they could put a stop to the trouble.

"-ah, come back, please!" Fluttershy pleaded as the chickens continued to cluck as the three fillies were giggling as they gave chase.

"Come on, girls, the chickens are fine-oh, girls, um," Fluttershy protested, but then her patience hit her limit.

"Girls!" Fluttershy said sternly and loud enough to make them stop running about. Mario then stomped his hoof sternly as the three girls stood side by side next to him, not saying another word. Fluttershy went to settle the frazzled chickens as she clucked to make them settle down. All but three chickens would enter their hut.

"Come on, in you go," said Fluttershy, but the chickens ignored her. Fluttershy, who had had enough of being ignored, gave her chickens ...the Stare. Eerie music could be heard as the chicken froze in place a bit. Even the three fillies were in awe as Fluttershy's Stare made the chickens walk backwards side by side into their coop.

"If you think that's scary," Mario told them, "you could be the one being "stared" at if you don't settle down and behave." The fillies just said nothing.

"There's some good chickens," said Fluttershy before turning to the other fillies, "Okay, you three. Isn't it about time you got to bed?"

"But-"

"Please?" said Fluttershy, nearly pleading. Mario tried decided to speak.

"You know," said Mario quietly but firmly, "You three always tell me how much you hate it when ponies don't listen to you. Yet that's all you've been doing to me and Fluttershy all night. If you want ponies to listen to you, you gotta show that same respect to others. You'll have plenty of time to crusade in the morning and if you listen to us, we can help you guys get closer to your cutie marks. But for now, please get to bed now." The three fillies nodded as they slowly headed inside. Fluttershy tucked them all back into the bed.

"So no more crusading for tonight, all right?" said Fluttershy.

"Please stay in the bedroom unless you need something and keep quiet," Mario added as well.

"Yes, Fluttershy and Mario!" said Scootaloo.

"We promise, Fluttershy and Mario!" said Sweetie Belle.

"Good night, Fluttershy and Mario!" said Apple Bloom. The three fillies then closed their eyes to sleep as Fluttershy and Mario left the bedroom. Mario couldn't help but sneak a skeptical glance at the three fillies. He knew fake sleeping eyes by now.

Just hope they listened to my part at least Mario pondered at least as the two ponies made their way downstairs. Once the three fillies could hear no more hoof steps, they each opened a single eye before sitting up together in the bed.

"Okay, so what kind of crusading do we do next?" Sweetie Belle asked.

"There's not much we can do from this room..." Apple Bloom pondered, "unless we become Cutie Mark Crusader cottage cleaners."

"N-no, thanks," said Sweetie Belle, not liking the idea at all.

"Well, we have to think of somethin'," said Apple Bloom, "We can't just waste this opportunity to find out what our special talents are."

"I don't know," said Sweetie Belle, "Mario seems pretty upset earlier with us..."

"Oh you just don't want to disappoint your boyfriend," Scootaloo teased.

"Hey, at least I have one!" Sweetie Belle retorted indignantly.

"Yuck! I don't want none of that mushy stuff!" Scootaloo retorted, showing her age.

"Hey girls! Look!" said Apple Bloom as she stood outside their window. Part of the wired fence was broken and there were chicken footprints leading away from the coop, "Some of the chickens may have escaped!"

"Into the forest!" Sweetie Belle added as she saw the trail of chicken feet prints heading in that area.

"Cutie Mark Crusaders chicken rescuers are go!" they whispered to each other. They slowly made their way downstairs and into the living room. By now, Mario had returned home and Fluttershy was just reclining peacefully on her sofa, feeling very pleased with herself.

"It really wasn't that hard," said Fluttershy to herself with a sigh as her eyes were half-closed. As she spoke, the three fillies snuck past her and out the back door, "Nothing's gonna get past Fluttershy! Good with animals, good with kids. And Mario was so worried when he left. Well it seems he had nothing to worry about." Outside, the three fillies were quietly galloping towards the Everfree Forest. They had also donned their capes before heading out. As they pasted a particular wooden post, Scootaloo's cape got caught. While she managed to break free, her cape tore in the process.

"Wait up!" Scootaloo whispered loudly and went to catch up with the other fillies. Meanwhile, Fluttershy had fallen asleep on her sofa.

"Mmm, peace and quiet," said Fluttershy, but then she realized that wasn't a good thing, "Too quiet." Fluttershy rushed upstairs to find the quest bed empty. She then looked outside and found the broken fence and chicken feet prints. She rushed outside and headed towards her chicken coop.

"Girls? Girls?" Fluttershy called out as she peaked inside the coop. That was when she noticed one of her chicken nests were empty, "Elizabeak! She's missing! Girls?" Fluttershy then followed the feet prints and noticed the were some hoof prints next to it and the torn piece of Scootaloo's cape.

"Oh no!" she exclaimed, "They must have gone looking for my missing chicken! Which means...they must have gone into..." Fluttershy gasped and then gulped, "...The Everfree Forest!"

Several minutes later, Fluttershy was pacing back and forth. Before leaving, Mario had given Fluttershy a new item he had created: a magic pipe. By dropping it onto the ground, Fluttershy could summon Mario from anywhere in Equestria. Of course Mario did take too kindly to being dumped out of his warm bed and landing on his stomach as he popped out of the pipe. But his irritation turned into concern right away once Fluttershy told him what had happened.

"Those girls have really done it this time!" said Fluttershy to Mario, "They've really bitten off more than they could chew! Oh, just like me! I never should have offered to watch them."

"We all make mistakes Fluttershy," said Mario, patting her shoulder, "I should have put my hoof down a little more with them too. I just didn't want to be labeled as the bossy foal-sitter and more like the cool, fun loving foal-sitter. I should have stepped in more."

"You were only respecting my decision to handle thing on my own," said Fluttershy, "I was the one who told you to step back when I really needed you to intervene."

"Well, we can both admit we were way over our heads," said Mario, "but we can deal with that later. Right now we need to find those three fillies before they really get into trouble."

"Right," said Fluttershy as she looked determined at the forest, took a deep breath and they made their way down the path.

Meanwhile, the three fillies were hot on the trail of the renegade chicken. Apple Bloom was trying to call out to it.

"Here, chick-chick-chick-chick-chick!" Apple Bloom called out, "Brawk, bawk-bawk-bawk, brawk!"

"What are you doing?" Scootaloo asked in annoyance.

"Callin' for the chicken!" said Apple Bloom.

"That's not how to call a chicken," Scootaloo protested.

"Oh, and you know how to call a chicken?" Apple Bloom asked indignantly.

"I know that's not the way," said Scootaloo in the same tone.

"Then show me," Apple Bloom said in annoyance.

"I don't have to show you!" Scootaloo retorted.

"You're just a chicken!" Apple Bloom shot back.

"Am not!" Scootaloo protested.

"Oh wait, now I know how to call a chicken!" said Apple Bloom, "Scootaloo! Scoot-scootalooooo!" That was when they passed a dark hole that had some creepy looking eyes staring at them, but neither filly noticed them.

"That's so funny I forgot to laugh," said Scootaloo sarcastically.

"You also forgot how to call a chicken," Apple Bloom pointed out.

"Why, you..." Scootaloo snarled as Apple Bloom gave the pegasus filly a raspberry.

"Come on, guys," said Sweetie Belle, "we're not gonna find the chicken or are cutie marks by arguing." Little did Sweetie Belle know that the wind made a tree branch that looked like a giant claw lean towards her as if to grab her, but she was so focused on making her two friends stop fighting that she never saw it.

"Maybe that's our special talent," Apple Bloom suggested, "Arguin'!"

"Is not!" said Scootaloo.

"Is too!" Apple Bloom protested.

"Is not!"

"Is too! Anything yet?"

Scootaloo checked her flank but there was nothing.

"Nope," Scootaloo answered.

"Darn," said Apple Bloom. They two just looked at each other and began to giggle to each other. An ominous wind continued to blow though their pathway as the three fillies continued their search.

"Heeeere, chick-chick-chick-chick," Apple Bloom continued to chant, "baaawk, bawk-bawk-bawk-bawk-bawk-bawk-bawk, b-baaaaawk!"

As for Fluttershy and Mario, they were soon gaining some ground as they continued to venture cautiously through the forest. While Mario was able to put on a brave face, Fluttershy was finding it hard to do so.

"Girls?" Fluttershy whispered and gulped, "Girls?" Fluttershy suddenly thought she heard something and gave a light squeak. Mario hugged her gently.

"You're okay, Fluttershy," he told her gently, "Big brother's here." Fluttershy shook her head.

"He's right," said Fluttershy and began to pep talk to herself, "Oh! Get a hold of yourself, Fluttershy. Mario's here for you. Just put one hoof in front of the other." Just then Fluttershy stepped on a twig.

"Ahh! What was that?" said Fluttershy startled as she backed away nervously. She backed away so quickly that she backed right into a tree. Fluttershy screamed and zipped away in a rush of air.

"Calm down, it's just...UGH!" Mario tried to stop her, but Fluttershy just ran him over, flattening him. Mario didn't stay flat for long before he un-flattened himself and went after her, both their hooves clattering as Mario caught up with her. He was about to wrap a hoof around the yellow Pegasus to slow her down when he and Fluttershy noticed something in the distance.

"Twilight? I-Is that you?" said Fluttershy.

"Is it!" said Mario happily and called out, "Twily!"

"Oh, Twilight, it is you," Fluttershy said excitedly, "Thank goodness you're here. I need your help. The girls are out here somewhere, and I'm afraid that they're..."

"GASP!" Fluttershy and Mario exclaimed in shock. As the moon crawled out from behind a cloud, they saw that Twilight was colored grey all over and completely frozen.

"Oh! What happened to you?" Fluttershy asked, placing a hoof on Twilight, only for her to tumble over to the side. Mario just looked in shock. He could see what had happened to her and lowered his head as he sat next to her.

"Oh, no!" said Fluttershy, "If you've been turned to stone, it must mean-oh!" Fluttershy realized a horrible truth, "Oh no, the girls! Don't move. I'll be back for you. Girls!" Fluttershy then ran off when she realized that someone was missing. Fluttershy turned around and saw Mario still sitting before the petrified Twilight.

"Mario, we need to hurry and find the...girls..." Fluttershy lifted his head. An pained look was across his face as hot tears were pouring from his eyes.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Mario screamed.

"Mario, please calm down, there's no time..."

"I should've gone with her!" Mario croaked, "I could have prevented this. I...I never got to tell her..."

"Mario, listen to me," said Fluttershy, tilting his chin so they were making eye contact, "Twilight won't stay this way forever. This can be fixed, but there are three fillies who we need to save before the cockatrice gets them too."

"A...cockatrice?" Mario asked puzzled.

"I'll explain on the way," said Fluttershy, "Now come on." Mario just nodded as he wiped his eyes and leaned to Twilight's ear.

"I will come back and save you. I promise," he told her, kissing her cheek and the two ponies were on their way. As for the three fillies, Scootaloo and Apple Bloom were still fighting.

"Is not!" said Apple Bloom.

"Is too!" Scootaloo shot back.

"Is not!"

"Is too!"

"Girls!" Sweetie Belle snapped, "Our special talent is not arguing. Besides, what would the cutie mark of somepony whose talent is arguing even look like?" Sweetie Belle then bumped something in front of her and saw a very familiar pony, giving her a stern glare.

"You're better off guessing the cutie mark of three disobedient little fillies," said Mario sternly. His red eyes, due to crying, made him look angrier than he really was.

"Uh-oh," said Sweetie Belle.

"Girls? Girls?" said someone from above. The three fillies looked up and saw Fluttershy flying from above.

"Fluttershy?" Sweetie Belle called out as the yellow Pegasus landed next to Mario.

"Girls! Thank goodness we found you!" Fluttershy said with relief.

"Fluttershy, what-" Apple Bloom tried to ask.

"Girls, we have to leave the forest at once!" Fluttershy told them, cutting off Apple Bloom as she made them back up a few steps.

"But...we haven't found the chicken yet!" Sweetie Belle protested.

"There's no time for that," said Fluttershy, "There's a cockatrice on the loose!"

"A cocka-what now?" Apple Bloom asked confused.

"A cockatrice!" said Fluttershy, "It's a frightening creature with the head of a chicken and the body of a snake. Now come on!"

"The head of a chicken and the body of a snake?" said Scootaloo, as they began to walk away from Fluttershy, "that doesn't sound scary, that's sounds silly."

"Oh the joys of being innocent," Mario muttered with an irritated eye roll.

"Why, if I ever saw one of them cockathingies face-to-face," said Apple Bloom, "I laugh at how silly it was!"

"And end up being a statue in the Apple fields," Mario remarked but Fluttershy shushed him. She wanted to tell them about the danger herself.

"No! Never look one in the eye!" said Fluttershy as the landed in front of them.

"If you look a cockatrice in the eye-" Fluttershy tried to warn just as the chicken walked by.

"The chicken!" Apple Bloom shouted as they went after it.

"Girls! Wait!" Fluttershy and Mario shouted as the three girls raced ahead.

"Here, chick-chick-chick-chick-chick!" the three fillies called out as they gave chase and heard the chicken clucking again. Then they heard a loud growl as well before a chicken head popped out of another bush.

"There he is!" said Sweetie Belle, not even realizing the chicken was a she. The chicken jumped and disappeared when Scootaloo saw another chicken head in the bushes.

"Two chickens?" said Scootaloo.

"I thought only one escaped!" said Apple Bloom.

"Only one did," said Mario, "That second is..."

"Grab them both!"

"GIRLS NO! NO!" Mario yelled. The chicken continued clucking as the bush rustled some more. And the cockatrice revealed itself, giving a loud roar and a squawk. The poor chicken stared clucking loudly as it raced about in circles until the cockatrice landed and gave it a red eyed stare. This turned the chicken into a statue in seconds before it landed head first into the soft soil beneath it. The three fillies trembled a bit before...

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHH!" they screamed as they ran away from the creature, still screaming as they ran right through a bush. Then Scootaloo tripped over a small rock, knocking them all over. They then gasped when they saw the stone Twilight as a slimy snail crawled across her face.

"See?" said Fluttershy, "Now we have to-"

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHH!" the three fillies screamed again, this time scattering as they continued to scream and panic.

"Girls, please," said Fluttershy as she tried to get the girls to calm down, "Girls-now listen to me, I-please!" Mario gritted his teeth.

"EVERYPONY!" he shouted loudly and then blew a loud "TOOT-TOOT" with his horn. This made the three girls stop screaming and running about. It was just than the cockatrice arrived, looking to attack.

"Girls! Behind me, now!" Fluttershy ordered and the three fillies obeyed. Mario narrowed his eyes as he approached the creature.

"Hey, chicken head!" Mario barked, "I've got a score to settle with you!" Mario then used his magic to make a blindfold appear over his eyes. The cockatrice growled at him, charging at Mario. Mario just stayed still before he felt the creature rush immediately towards his blindfold as he tilted his head to avoid it.

"So that's how you wanna play?" said Mario, "Well get a load of this!" The cockatrice went for another charge, but Mario jumped into the air as the cockatrice tried to snag his blindfold again. The creature looked puzzled as it stopped charging. Then it was taken by surprise as Mario stomped his head his hind legs, spin into the air, and stomped his head again before making a perfect landing on the ground.

"Whoa!" said Scootaloo, "how did he do that?"

"He's using his other senses to defend himself," said Apple Bloom, "Applejack told me that by blocking one of your five senses, the other four become stronger." The cockatrice was slightly dazed and then squawked again at Mario. It then noticed the four girls nearby and took off after them instead.

"Get back here! I'm not done with you!" said Mario as he lifted his blindfold to go after it, but then he stopped, taking a longer path so he arrived behind Fluttershy. Why? Because right when the cockatrice started squawking and roaring at the girls, Fluttershy narrowed her brow. Mario knew what was coming next and he was not gonna get caught in the crossfire again.

"You!" Fluttershy said sternly, "Just who do you think you are, going around and turning others into stone?" The cockatrice looked stunned but then narrowed it red eyes at her.

"You should be ashamed of yourself," Fluttershy continued, making eye contact with it despite knowing that it was causing her back legs and tail to become stone, "I have a mind to find your mother and tell her what you've been up to, young man." How Fluttershy knew the cockatrice was a boy was anyone's guess. The cockatrice was now sweating but still tried to intensify its stare to speed up the stone making process. Mario and the girls grew more worried as Fluttershy's back half was already turned to stone.

"Now you go over there, and turn Elizabeak and my friend Twilight back to normal," Fluttershy instructed firmly, her Stare now at full power, "and don't ever let me catch you doing this again. Do you understand me?" By now the cockatrice knew it was out-matched and with a crack and small explosion, Fluttershy's back half was returned to normal. The cockatrice just ran off squawking as the three fillies and Mario watched it disappear.

"That was too close," said Mario with relief, "Nice job there Little sis. That was very brave of you...not to mention very risky." Fluttershy just smiled as she looked at the three fillies.

"Are you girls all right?" she asked, "I was so worried!"

"Yeah, fine!" said Scootaloo.

"Thanks to that stare of yours," Sweetie Belle added.

"You're like the queen of stares," said Scootaloo as she stood before Fluttershy, "You're the-"

"Stare Master!" said the three fillies together.

"We're sorry we snuck out of the house and into the forest," said Sweetie Belle sadly.

"Yeah," Apple Bloom add with relief, "Mario is right. If we want ponies to listen to us, we need to listen to grown-ups like you. We'll listen to you both from now on."

"We promise," Scootaloo added.

"Oh you do, do you?" said Fluttershy with smirk, "Well, you better, or I'll give you...the Stare!" Fluttershy looked at them with a bulging eye, making Apple Bloom and Scootaloo flinch while Sweetie Belle looked away. Fluttershy giggled and soon they were too. In the background the cockatrice was flying away when a familiar purple pony wobbled over to them.

"What...what happened?" she asked wearily. This was then followed by the squawking of the chicken, who had also been restored and its head still stuck in the ground. Mario rushed over to Twilight.

"Twilight! You're okay!" said Mario happily as he hugged her.

"Mario, I said I would be okay," said Twilight as she pushed him off.

"Are you aware of the fact it's already late at night?" Mario asked her, "It doesn't take that long to get tea." Twilight looked up, rather surprised until she gave Mario a glare.

"I do now," Twilight answered, "and for some strange reason I remember you kissing me." Mario just went agape as his cheeks turned bright pink.

"I...I...uhh...I..." Mario stuttered.

"Mario was just saying he missed you," said Fluttershy, "you two are such close friends after all." Fluttershy gave Mario a discreet wink. Twilight just rolled her eyes, shrugged her shoulders. She didn't think much else of it so Mario felt it best to drop the subject for now.

It wasn't until next morning that Fluttershy began to explain everything to Twilight over some tea as the three fillies were just giggling and playing in the yard (and staying away from any of the animal homes). While Mario was hesitant to be there after last night, Twilight seemed to have forgotten about the kiss, even after Fluttershy mentioned how worried he was when they found her turned to stone. Twilight was too busy writing what had happened in a letter for Princess Celestia.

"And that's when it brought you back from stone," Fluttershy finished as Twilight wrote her letter.

"This is gonna make quite a letter to the princess," said Twilight, "I was wrong about you and Mario. You two certainly know how to handle those girls."

"Oh, I wouldn't go that far," said Fluttershy.

"Hmm? How so?" Twilight asked curiously.

"I assumed that I'd be just as good with kids as I am with animals," said Fluttershy, "Boy was I wrong. I learned the hard away not to bite off more than I could chew." Mario nodded in agreement.

"You, Mario, and Rarity," Twilight added as she saw a familiar marshmallow pony walking up, "Good Morning Rarity."

"Did you finish all those capes?" Fluttershy asked curiously.

"Just delivered them," said Rarity with a sigh, "I have to admit, if you had not come along, I might not have. Thanks again you two."

"Won't you stay for some tea?" Fluttershy asked, "Mario brewed it and its quite delicious."

"I really must get back to the shop and clean up," said Rarity, "Girls! Get your things! Time to go!" The three fillies just continued playing, giggling, and calling out to each other.

"Girls! Time to-Girls! Your things! Girls! Time to-Girls!" Rarity gave a loud groan in frustration as the three fillies continued to ignore her. Mario and Fluttershy exchanged smiles as they stood beside Rarity.

"Allow me," said Fluttershy as she cleared her throat and spoke in a clear, but soft tone, "Girls?" The three girls stopped what they were doing and lined up in front of her and Mario.

"Yes, Fluttershy," Apple Bloom answered.

"You called?" Scootaloo asked.

"Go and get your things," Fluttershy instructed, "Rarity is here to see you home."

"Of course, Fluttershy, right away!" said Sweetie Belle as the three girls zoomed inside. Rarity was agape.

"Ah, huh, ah, how did you..." Rarity stuttered, "How did you do that?"

"I guess I'm just as good with kids as I am with animals," said Fluttershy, giving a wink as she and Mario shared a discreet hoof bump.

"Thank you, Fluttershy! Mario! Bye! Thank you, Stare Master!" the three fillies said at once as they made their exit.

"Ah, uh, speaking of which," said Rarity once the three fillies were gone, "I could use your help with Opal."

"Of course," said Fluttershy, "How about later today?" Then she and Mario flinched as they heard an angry yowl.

"How about now?" Rarity strained as tears pricked her eyes. Opal had apparently clawed herself into the right side of Rarity's flank. The cat gave another angry yowl as Fluttershy, Twilight, and Mario just giggled to each other.

Looks like everything turned out alright in the end.

"Oh Mario," said Twilight in an overly sweet tone.

I take that back...Mario wasn't in the clear just yet...

"Yeah?" Mario asked slowly.

"You still never answered my question," said Twilight in the same tone before giving him a stern look, "Why did you kiss me?"

"I..."

"Mario, could you please go to the market and pick up some extra carrots for me?" Fluttershy offered quickly, "right now please?"

"Oh no, you're not..."

"Sure thing, see ya!" said Mario quickly, cutting off Twilight and rushing off at high speed.

"You can't run away from me forever!" Twilight yelled as Mario disappeared into the horizon.

He knew Twilight was right, but he just wasn't ready to tell her truth just yet.

When will Mario tell Twilight the truth? You'll have to read and find out...

Peace Pony Fans!

The Show Stoppers

Pony's Log Number 118: Ahh to be young again...the innocence, the carefree days, the big dreams...the absolute cluelessness! Mommia mia...

Somewhere on Sweet Apple Acres, Applejack began to lead the Cutie Mark Crusaders down a particular path towards something that she believed would be something special. However, only the orange pony knew what it was and had asked the three fillies to follow her.

"Where are you takin' us?" Apple Bloom asked curiously as well as puzzled.

"We're almost there, young'uns," Applejack called out ahead of the group as the three fillies followed her in single file. Applejack then pushed a large branch aside as she went by, Apple Bloom did the same, but pushed the branch away so hard that it smacked Scootaloo right in the face.

"Ouch!" Scootaloo groaned.

"Oh. Sorry," said Apple Bloom as she moved the branch out of the way and getting a good view of Scootaloo's annoyed face.

"Are we there yet?" the young Pegasus asked impatiently as they continued on their way.

"There? Where? What?" Sweetie Belle as she passed by the branch, somehow left completely clueless to what was going on, "I don't even know what we're doing!" It wasn't much longer before they arrived at nearby tree that had a very run down little house on its branches and a ramp leading to its entrance that was in the same condition.

"Here we are!" said Applejack excitedly as she looked at the tree house happily. The three fillies didn't see what was so exciting. To them, they just saw a rundown wreck.

"What are we lookin' at?" said Apple Bloom, not getting what they should be excited about.

"I have no idea," Scootaloo answered in annoyance. For her, this was not worth getting smacked in the face for.

"What is that thing?" Sweetie Belle asked. While she could tell it looked like a house, she wasn't sure if you could call it one.

"Cutie Mark Crusaders, welcome to your new clubhouse," Applejack presented to them. She had expected them to be excited but instead just got a cold unamused silence.

"Well, don't all thank me at once," said Applejack sarcastically as she approached the tree house and the three fillies soon followed her up the ramp.

"This was my clubhouse when I was your age," Applejack told them as she made her way towards the old balcony, "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, uhh...TLC."

"TLC as in Tender Loving Care," said Scootaloo curiously before adding sarcastically, "or Totally Lost Cause."

"Applejack!" said Apple Bloom, "We're supposed to turn this into our new clubhouse?"

"Well," said Applejack, "maybe y'all will get your cutie marks when you discover your talent for...waaah!"

CRASH!

Applejack had just learned a fore-hoof into the side of the wall, when it collapsed and she tumbled inside, her stenson hat the only thing that hadn't fallen inside.

"Uh...house cleanin'?" Applejack finished woozily. The three fillies just looked at each other, knowing this was going to be a challenge to fix.

(theme song)

Apple Bloom continued to survey the wreck that was now their wreck as she continued to jot down what she might need for repairs. Sweetie Belle just watched quietly, though she was getting rather bored waiting. Scootaloo had taken off to do something for the time being.

"Okay, so we need plenty of wood, hammers, nails, etc...and some paint," said Apple Bloom to Sweetie Belle as she showed her the list.

"It's gonna take us all day to get that stuff!" said Sweetie Belle.

"Most of it is back at the barn," said Apple Bloom, "the problem is gettin' everything we need from there ta here." It was just then a familiar pony zoomed by and Sweetie Belle gasped.

"Oh Mario!" Sweetie Belle called out in a sweet tone. Not even a second later, Mario had returned and stopped before the two fillies.

"You called Sweetie Belle," said Mario giving a smile that made the little filly giggle.

"We need to gather some stuff so we can fix up this ol' clubhouse," said Apple Bloom, "Can you give us a hoof?"

"Sure thing," said Mario, "Umm..."

"I already wrote down what we need and I actually have another paper of what I want to do," said Apple Bloom, showing a second paper with some very precise drawings featuring her projects for their clubhouse. Mario was impressed.

"Well, in that case," said Mario, "you girls wait here. I'll go bring over what you need. Just make sure you put it away what you don't use when you're finished alright?"

"Okay," they said together as Mario took off at high speed.

"Isn't he amazing?" Sweetie Belle cooed and Apple Bloom just rolled her eyes. The yellow filly did like Mario alot too, but she wouldn't go so far as to gush over him though. Sweetie Belle didn't even have to complain about what was taking so long as Mario arrived right away with everything Apple Bloom requested in a train of freight cars. Once everything was unloaded, the two fillies said thank you and sent Mario on his way. He did offer to help, but they insisted they could manage on their own. Despite their attempt with rebuilding a side table, Mario was going to trust that Apple Bloom was more prepared this time around.

Meanwhile, Scootaloo was busy drawing up a map as some birds were chirping from above. She carefully finished a rough sketch of what appeared to be the Library and Twilight's home. She nodded to herself as she rolled up her map. It should be noted that she was also wearing a helmet as she hopped onto a special scooter that was very dear to her. Flapping her small Pegasus wings, she revved herself up and took off at high speed. As she made her way past pony after pony, she notices a wooden board that is set up like a ramp. Scootaloo makes a determined smirk as she rides up the ramp and launches herself into the air. Ponies gasped as Scootaloo literally goes into the air and makes a smooth landing on the other side. As she continues her pace, Granny Smith was using her walker when Scootaloo zoomed by, startling Granny Smith as the elderly mare spun around.

"Soup's on!" Granny Smith yelled as Scootaloo zoomed away out of town and down the path to Sweet Apple Acres. Suddenly, a branch that was too low for her to duck under appeared and some birds were chirping on it. Scootaloo just smiled. In slow motion, Scootaloo made a good two yard jump off her scooter, clearing the branch as her scooter went under without a problem before landing back on and continued to move forward.

"You're not the only high-speed, high-jumping pony, Mario," said Scootaloo to herself as she made her way back towards the clubhouse. Apple Bloom was busy putting the last coat of paint on the ramp when she saw Scootaloo coming at her. Apple Bloom flinched since Scootaloo was moving so fast and feared being run over. However, Scootaloo was in full control and brought her scooter to a complete stop just beside the yellow filly.

"Whoa!" said Apple Bloom impressed, "Hi, Scootaloo! Back already? You're amazing on that scooter. You should totally race Mario!"

"Thanks!" said Scootaloo and then noticed their clubhouse, "Wow, Apple Bloom! You did all of this?" Apple Bloom apparently was more skilled in carpentry than she had shown back at that sleepover at Fluttershy's cottage. The clubhouse looked like it was brand new.

"Yep!" said Apple Bloom, "I fixed the broken shutters, sanded off the splinters, rebuilt the roof, painted..."

"That's so cool," said Scootaloo, "What's Sweetie Belle up to?" Apparently, the little marshmallow filly wasn't really much help with construction and had just gone off on her own. She was currently just using her tail to sweep a lone picnic table and the surrounding area.

[Sweetie Belle]

We are the Cutie Mark Crusaders... She just continued to hum the rest to herself for a bit.
...Never stop the journey...She hummed some more.

"There you are, Sweetie Belle," said Apple Bloom as she and Scootaloo came out of some bushes nearby, "I told you we could find her by following her totally awesome voice."

"What's that sweet tune you're singing?" Scootaloo asked.

"Oh, I was just working on our new Cutie Mark Crusader's theme song," Sweetie Belle replied.

"Cool!" Apple Bloom and Scootaloo said together.

"Teach us?" Scootaloo asked.

"Well, I've only come up with one part," said Sweetie Belle, "but okay!" The three fillies were soon settled into their new clubhouse as Sweetie Belle began teaching them the lyrics to their theme song. Applejack had just arrived to check up on them with Mario right behind her. The orange pony had wasted no time asking for his help with the farm chores when she saw him collecting materials for Apple Bloom.

[Sweetie Belle]

They all say you will get your mark
When the time is really right

[Apple Bloom]

And you know just what you're supposed to do

[Scootaloo] (loud and off key) Making Applejack and Mario flinch.

And your talent comes to light

"Well, uh...I'll be, Cutie Mark Crusaders," said Applejack from outside the clubhouse window, "You've done a fine job with this place."

"Guess Apple Bloom has some skills in carpentry," said Mario, "I'm eager to see what else she could build." Applejack smiled in agreement.

"So, what's next?" Applejack asked the three fillies.

"Well, now that we have a real life clubhouse..." Apple Bloom began.

"...and a map of Ponyville..." Scootaloo added, showing her the map she had drawn earlier.

"...And a Cutie Mark Crusader theme song..." said Sweetie Belle.

"Theme song?" said Applejack surprised.

"Didn't know you could come up with songs, Sweetie Belle," said Mario impressed.

"Well...it's no big deal..." said Sweetie Belle, blushing at the attention Mario was giving her, "I...well...could come up with a theme song for you?"

"Really?" said Mario, clearly interested with what she could come up with.

"Later Sweetie Belle," said Scootaloo, "This isn't "impress your boyfriend" time, it's "Cutie Mark Crusading" time." Sweetie Belle glared as Applejack shot a skeptical look towards Mario.

"Boyfriend?" Applejack said to Mario in a deadpan tone.

"We're just good friends is all," said Mario, "and she knows that. But like with Pinkie, I can't control the fact Sweetie Belle likes me." Applejack chuckled to herself.

"Anyways," said Apple Bloom, "We're gonna go out in the world and discover our talents."

"A new adventure!" Scootaloo said boldly.

"And earn our cutie marks," Sweetie Belle added excitedly.

"We'll leave no stone unturned!" Apple Bloom declared.

"No mountain unclimbed!" Scootaloo added in the same tone.

"No meal uncooked!" said Sweetie Belle with determination.

"No sock unworn!" Apple Bloom added.

"Well, okay then!" said Applejack, leaning back from all the declaration and determination, "Sounds like you have a plan. I gotta, uhh...leave no apple unpicked! See y'all later. Come on, Mario!"

"Ponies wear socks?" Mario remarked innocently as he followed Applejack downstairs. Applejack glared as Mario chuckled to himself before they headed back towards the Apple orchard.

"Are we ready to get our cutie marks, ponies?" Scootaloo asked as Applejack and Mario disappeared.

"Ready!" said the three fillies together. The Cutie Mark Crusaders were ready for action.

The first attempt involved them trying to be pig feeders. They worked together to load up the slop for the pigs to eat. Then Sweetie Belle rang the dinner bell. Just as they had opened the sliding barn door, the three fillies were overrun by dirty, muddy pigs. Sweetie Belle hadn't even gotten back on her hooves before a lone pig began to lick her cheek. Once they checked their flanks, which were still blank, they crossed Sweet Apple Acres off the map, and moved on to something else.

The second attempt brought them to Sugarcube Corner. Gathered around a large mixing bowl that was used for taffy making. They dump package after package of baking ingredients into it. It should be noticed that the packaging paper hadn't been removed either when they turned the mixer on. Things seems alright at first, but then the large beater caught Scootaloo's tail. The young filly tried to pull her tail out. Apple Bloom and Sweetie Belle tried to give her hoof but all three were sucked into the mixer and were now being mixed into the rainbow colored concoction. Fortunately, they weren't hurt, but they walked out of Sugarcube Corner stuck together, sticky fur, manes, and tails, and covered in torn up scrapes of packaging. They checked their flanks again. Once again, still blank. They cross off Sugarcube Corner and moved on to the next idea.

Their next task was setting up their own beauty parlor in the main area of the Carousel Boutique. Apple Bloom rang a bell to attract customers. Sweetie Belle and Scootaloo were busy helping their first customer relax as they tried to create their own mane dying mixture. The poor pony, whose name was Vera, left crying like a baby with a multicolored afro on her head. Yet all the three fillies cared about was checking their flanks again, which were still empty, and move on to something else.

Next came something a bit more subtle as they sat somewhere outside of town. They set up a special two sided stand. One side had some buttons with shapes on it. The other side had a collections of cards. Apple Bloom was on the side with the button selection panel while Sweetie Belle had a deck of cards. Sweetie Belle picked a card with a heart. Apple bloom thought for a moment before guessing a yellow circle. Sweetie Belle shook her head to tell Apple Bloom she was incorrect. Next with a blue star, Apple Bloom made another selection and both Sweetie Belle and Scootaloo shook their head. The next card had green clover. Sweetie Belle and Scootaloo both gasped as Apple Bloom was sweating hard, trying to figure out what the card could be. She ended up hitting all six buttons at once. The result was a collection of cards shooting out and smacking both Sweetie Belle and Scootaloo on the face. The two fillies glared at Apple Bloom, who was already checking her flank. Still blank and the same was said for Sweetie Belle and Scootaloo. They crossed out the outskirts/park and move on.

Their next endeavor involved them doing some high mountain climbing through some snowy weather. Tied together with a rope, Apple Bloom took the lead and reached the top of the mountain peak first. Scootaloo was next as she wobbled up, The two worked together to pull Sweetie Belle to the top. Just as the young unicorn got to the top, she knocked the others off the tip, causing them all the tumble down the mountain. This would have been fatal...if the mountain they were climbing on wasn't only a few feet tall and sitting on a giant tree stump that was even taller than the "mountain" itself. The snow storm was just a single snow cloud. With their flanks still blank, they crossed out mountain climbing.

Next, they tried doing some deep sea swimming. Or deep lake diving to be more precise. With some flippers and snorkel masks equipped, the three fillies began to swim about casually. But then they were forced to swim away at high speed when a giant squid started swimming after them.

Wait...a squid...in a lake? Don't ask...

With that idea crossed out, the three fillies finally made their way towards the library. Twilight and Miss Cheerilee were making their way inside. Twilight was the first to enter the library when she gasped.

"I had nothing to do with this," said Spike as he crossed his arms indignantly.

"What is going on here?" Twilight asked as she saw the three fillies in a large pile of books.

"Hmm...Well, we sure aren't gettin' our cutie marks for bein' librarians," said Apple Bloom as she closed another book.

"Huh. I should think not," said Spike, earning a few glares, "What?"

"Moo-moot mmmmphing!" said a muffled voice from under the books.

"Wait...where's Mario?" Sweetie Belle asked.

"Mmmmwn...mmmmere!" the muffled voice said again. Scootaloo began to dig through the books a bit and Mario popped his head out of the pile.

"Never expected you to get involved, Mario," Miss Cheerilee teased as Twilight smirked.

"No, I just love being buried in my studies," said Mario sarcastically as the two adult ponies giggled to each other, "I was trying to show them where to put some books when they tried to carry stacks that were too tall and too heavy and I was buried alive." Twilight just shook her head.

"Girls," Twilight addressed the three fillies, "I think you're going about this the wrong way. Instead of trying to do things you are not familiar with, why not try doing things in areas that you already like?"

"And I have the perfect place to start," said Cheerilee as she placed a poster on the floor for the three fillies to look at.

" "Showcase your talents..."," Apple Bloom read aloud.

" "...for all to see"," Scootaloo continued.

" "Perform in the Ponyville School Talent Show"," Sweetie Belle finished.

"There'll be all sorts of awards," said Cheerilee, "Best dramatic performance, best magic act, best comedy act...Surely you can find your talent."

"This would be the perfect place to discover our talents," said Apple Bloom, "Jugglin'!"

"Acting!" Scootaloo suggested.

"Magic tricks!" added Sweetie Belle.

"Square dancin'!" added Apple Bloom.

"Tightrope walking!" added Scootaloo.

"Tiger taming!" said Sweetie Belle. As the three fillies said their outrageous suggestions, Mario just felt a sense of headache coming on as he slowly sank back under the books.

"My little ponies," said Twilight, "You're missing the point. Think about the things you already enjoy doing. Think about what you're already good at."

"Sure! We can do that," said Scootaloo.

"Yeah! Sure we can," Sweetie Belle added.

"Well, whatever we do," said Apple Bloom, "we'll so it as..."

"...The Cutie Mark Crusaders!" they all shouted at once and then made their way out of the library. Mario was worried as he poked out of the books again.

"Why do I get this feeling that you're lesson went through one ear and out the other?" Mario asked.

"How about you quit goofing around and get those books put way?" Twilight said and Mario snorted.

"Did you even hear me?" he asked annoyed.

"I'm sorry I wasn't listening," said Twilight bluntly.

"Did you say something?" Cheerilee added in the same tone. Mario growled angrily before he used his magic to throw all the books back into their proper place. Each books made a loud thud as they were placed roughly back on the shelves in rapid session before Mario walked away grumbling to himself. Twilight and Cheerilee just looked unamused at his attitude until he left, then they snickered quietly to each other.

Meanwhile, the Cutie Mark Crusaders were busy collecting materials. Their first stop was Rarity's boutique where Sweetie Belle had collected various fabrics for their costumes. And judging by the fact Rarity came storming out was an obvious clue she didn't ask Rarity about it first.

"Sweetie Belle!" Rarity said angrily as Scootaloo took off pulling the young unicorn and Apple Bloom in a wagon with her scooter, "I told you not to touch my things! Come back with my supplies!"

"We're just borrowing them for the talent show," said Sweetie Belle as they moved away from the boutique, "Don't worry Sis, I promise we'll bring them back." Their next stop was a local fan store where Scootaloo came out holding a fan.

"Thanks, Mr. Breezy," said Scootaloo, "We'll return the fan to you real soon."

"What do we need this fan for?" Apple Bloom asked curiously.

"Trust me on this one," said Sweetie Belle before they went on their way again. Once they had collected their supplies. Scootaloo pulled over to check off their items.

"Okay, so that's six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four paint brushes," said Scootaloo, "Anything else?"

"Yeah," said Sweetie Belle, "Instructions on how to use six wooden planks, four-by-eight plywood, a box of nails, four cans of paint, and four paint brushes." All that earned was a death glare from both Apple Bloom and Scootaloo as the latter hopped back on her scooter and took off, startling her two passengers in the wagon. Their final stop was the library where Twilight and Spike were standing outside as Twilight gave them a book.

" "Ghosts, Goblins, and Ghoulish Figures"?" said Twilight as she handed them the book, "Good heavens, girls. What do you need a book like this for?"

"You'll see," Scootaloo answered simply, "Thanks, Twilight. We'll give it back as soon as we're done with it." Twilight and Spike watched them take off with concerned looks on their faces.

"What do you think they're up to?" Twilight asked Spike.

"I have no idea," Spike answered, "and I don't know if I should be excited or scared to find out."

Scootaloo continued to pick up her speed when she noticed that she needed to stop as some larger wagons were passing by. She had searched for a launch ramp, but couldn't find anything that would let her jump over the wagons with her friends riding the attached wagon. As she waited impatiently, Mario chuckled at the annoyed faces the young Pegasus was making. He was waiting for his own small train of freight cars loaded with dry items and vegetables from the market for Applejack and the rest of the Apple family.

"The clubhouse isn't going anywhere," said Mario, "What's the rush?"

"We've got to work on our idea for the talent show," said Scootaloo, "and these wagons take so long to move."

"They are heavier than you think," said Mario, "besides, I'm gonna be sprinting so a little rest up is a nice welcome."

"Bet I could go faster than you," said Scootaloo, "You are the second fastest pony in Equestria." Mario snorted.

Where we're you when I made that ground sonic rainboom? I'll show you!

"It's a race," said Mario. They waited for the final wagon to just get out their way before Mario said.

"Alright, ready, set...hey Rainbow Dash is giving autographs!" Mario called out excitedly.

"Where?" Scootaloo squealed until she realized that Mario had taken off. Apple Bloom and Sweetie Belle sighed.

"She walked into that one," Sweetie Belle remarked as Scootaloo scowled to herself.

"You can say that...AHH!" Apple Bloom was startled as Scootaloo's take off was so fast they nearly lost some of their items in the wagon. Luckily, the two fillies were able to hold onto them as Scootaloo was pushing herself to top speed. Scootaloo tried hard to catch up but Mario was too fast. He gave her a triumphant TOOT-TOOT as he increased his lead, leaving the poor Pegasus far behind. Poor Scootaloo was out of breath by the time she reached the clubhouse. She just rolled off her scooter onto the grass nearby and panted heavily when Mario towered over her.

"Second fastest huh?" he remarked as Scootaloo glared.

"You were amazing," said Sweetie Belle to Mario.

"Hey!" Scootaloo protested bitterly as she sat up.

"It's alright Sweetie Belle," said Mario, "I'm glad I have at least one fan. Anyways, I better get these goods to Applejack so I'll see you later." Apple Bloom and Sweetie Belle waved goodbye as Mario disappeared. Then the three fillies went inside their clubhouse to get back to work.

"I'm glad we're doin' this as a team," Apple Bloom remarked as they set the materials inside the clubhouse.

"Me too," said Sweetie Belle as she lay the tall fabric rollers against the corner of the clubhouse, "Um...so what are we doing again?"

"A super awesome dramatic song for the talent show, of course," Scootaloo answered.

"Right!" Sweetie Belle nodded, "With super-cool scenery. And amazing costumes!"

"This is gonna be soo amazing!" Scootaloo said excitedly.

"Sweetie Belle, I think you should be the singer," Apple Bloom suggested.

"What?" Sweetie Belle exclaimed, "No way I'm singing in front of a crowd. Twilight said do something we like to do, and I'd like to be like my big sister, and she's a designer."

"Fine then," said Scootaloo, "You can do the costumes and the scenery."

"And Scootaloo, you're great in maneuvers on your scooter," said Apple Bloom, "So you should do all the choreography. Y'know all those dance moves." Scootaloo nodded but then her eyes widened and she shook her head.

"Nah, I'd rather sing a wicked rock ballad," Scootaloo answered, "Why don't you come up with a dance routine, Apple Bloom?"

"Hmm...I'm not much of a dancer...but I do like kung-fu," said Apple Bloom, "That's kinda like dancin'. Hi-ya! Hah! Hah! Yeah!" Apple Bloom demonstrated a few moves to prove her point.

"Then it's settled!" said Sweetie Belle as she stood on her hind legs, "Let's get started!" Within a few minutes, they began to get to work. Apple Bloom had borrowed a music player and was trying to come up with some dancing moves. She soon found out that simple kung fu moves wouldn't exactly go with music. She then attempted to try a simple spin.

"One...two...three...Oh! Oh!" Apple Bloom wobbled as she lost her balance and landed right on Scootaloo's tail. The young Pegasus was sitting nearby trying to composure some music lyrics with a sheet of paper and a miniature piano. (No, not the one that boy from Peanuts had.)

"Ow, Apple Bloom!" said Scootaloo annoyed, "What are you doing?" Scootaloo then helped Apple Bloom back to her feet.

"Oh, I feel like I have four left feet," said Apple Bloom sadly, "I can't even spin right."

"Don't be silly," said Scootaloo, "You just gotta keep your head forward until the very last minute, like this..." Scootaloo then demonstrated a spin for Apple Bloom, "...See? Easy-peasy. You just gotta practice a bunch, that's all."

"Wow! That does look easy," said Apple Bloom, "Thanks. Okay. Let's try this again." Apple Bloom then tried to do a spin herself, but she was soon overwhelmed.

"Oh! Ouch! Ow," said Apple Bloom as she crashed somewhere in the distance, "I'm okay."

"Keep practicing!" Scootaloo called out.

"Will do," Apple Bloom replied as she continued to dance. Scootaloo was trying hard to figure out both the lyrics and music for their performance.

"We fight the fight, walk the walk," said Scootaloo as she tapped the piano keys in a discordant manner, "eat the...uh...food like a celery stalk? Ugh! I'll never come up with anything! Never, never, never!" Scootaloo banged her head on the piano keys as she finished her statement in frustration. Meanwhile, Sweetie Belle was working on a costume using a miniature sewing machine. She seemed to be managing herself alright, until the roller of fabric began rolling down a nearby slope.

"Come back! Come back!" Sweetie Belle shouted as she chased after the roller but the roller ended up getting away from her.

"Ugh, dumb fabric," Sweetie Belle muttered until she saw the young Pegasus nearby, "Hey, Scoot! How's the song going?"

"Pbbbt," Scootaloo answered with a raspberry.

"Pbbbt?" Sweetie Belle repeated, "Oh my! Sounds serious.

"I'm just no good at lyrics," said Scootaloo sadly, "Coming up with words is like..." There was a brief pause. "...really hard."

"Oh it can't be that bad," said Sweetie Belle as she read what Scootaloo had so far, " "With our cutie marks, we rock Equestria. We use our stomachs to...digestia"? Umm...Well...These are...um...good, but...How about after, "We fight the fight..." Sweetie Belle sang the next part.

There is nothing that we hear
We'll have to figure out what we'll do next
'Til our cutie marks are here

"Wow! That's so awesome!" said Scootaloo, "Did you come up with that just now?"

"Yeah...kind of," said Sweetie Belle modestly.

"Thanks, I'm totally using that," said Scootaloo as she wrote down what Sweetie Belle sang on her sheet of paper.

"Oh no!" Sweetie Belle exclaimed when she saw the end of the fabric had rolled into a small pond. Sweetie Belle wasted no time cutting up the drenched end and hung it along a laundry line to dry as she continued to make her first costume. She lifted it up once she had finished sewing the main pieces to it.

"One, two, three, four, five?" Sweetie Belle moaned and sighed at her mistake as Apple Bloom twirled by and landed on her back.

"Ouch!" said Apple Bloom as she sat up.

"How's the spin coming along?" Sweetie Belle asked.

"I think I gotta just stick to punches and kicks," said Apple Bloom and then noticed the five legged costume, "You know, ponies only have four legs." Sweetie Belle moaned in frustration.

"I'll never be a designer like my sister, Rarity," said Sweetie Belle sadly.

"Hey it's no big deal," said Apple Bloom, "Why don't you use the dress form?" Apple Bloom pointed to a nearby mannequin they had borrowed, "It'll help you with your patterns and help you put all the pieces in the right places."

"Oh, is that what that's for?" said Sweetie Belle. Apple Bloom then noticed that all the paints and colors for their set were all in the colors of browns and blacks.

"Uh...maybe you should also clean your paintbrush between each color," Apple Bloom suggested as well.

"Oh, I was wondering why all the colors looked like mud," said Sweetie Belle.

"You're not using power tools are you?" Apple Bloom asked her. Sweetie Belle's silence could have implied she was considering it, but thankfully she didn't.

A couple of days later, Applejack and Mario were making their way towards the clubhouse to check on the girls.

"The talent show is just around the corner," Applejack told Mario, "I wonder how the fillies are doin'."

"Me too," said Mario with some dread in his tone. He had told Applejack...not what they were doing to get cutie marks...but rather the fact the three fillies seemed to be overlooking what they were already good at in their pursuit of trying other talents they had no knowledge or skills in.

"It don't hurt to try new things Mario," said Applejack, "I'll show you." They quietly peeked through the window to see what was up when they both cringed.

"Oh! Sorry Scootaloo," said Apple Bloom.

"That's okay," said Scootaloo, "Ugh!"

"Oops! Sorry, Scootaloo," said Sweetie Belle.

"Oh, my bad, Sweetie Belle," Scootaloo replied, "Let's sing the chorus again!" Applejack and Mario had seen enough and walked away with frazzled looks on their faces.

"Good to try new things huh?" Mario asked, feeling too stunned to be sarcastic about it.

"Well, gosh," said Applejack, "Sure wasn't expectin' that."

"I think that sounded pretty good," said Apple Bloom. Both ponies could hear the three fillies from outside.

"Me too," said Sweetie Belle, "you think we're ready?"

"Ready as we'll ever be," said Scootaloo. Applejack and Mario cringed.

"Hey! Did you see us practicing?" Scootaloo asked as they all rushed outside before either pony could disappear.

"Uh...Yeah," Applejack answered simply.

"We...saw..." Mario added, neither pony turning around.

"Well? How'd we do? How we'd do?" Apple Bloom asked eagerly.

That was so terrible that all the three of you are gonna do is humiliate yourselves on a public stage! What were you thinking coming up with something like this? You completely missed the point of Twilight's lesson!

At least that is what went through Mario's mind and was sure Applejack would agree. But all either could say was:

"Uh..."

"Speechless!" Scootaloo said excitedly, "See, girls? I told you that's what we're gonna do. We're gonna leave them speechless."

"Yay!" the three fillies cheered as they dashed away, leaving a distraught Applejack and Mario behind.

" "Speechless" is right," Applejack muttered.

"Those three are setting themselves up for a big fall," Mario added, "Should we..."

"I doubt they would listen if we told them, sugarcube," said Applejack, "Sometimes the best lessons in life are the hard ones." Mario just hummed and started walking away.

"Where in tarnation do you think you're going?" Applejack asked curiously.

"Better stock up on tissues," said Mario, "I know Rarity isn't the only one who goes through multiple boxes when she cries." Applejack just rolled her eyes as Mario headed back into town.

Soon, the day of the talent show had arrived. and lots of ponies had arrived just outside the Schoolhouse grounds to watch the show. At the moment, Snips and Snails were both doing a magic act routine.

"And on the count of three," Snips explained as he lowered the hat over a rabbit, "this rabbit will disappear, and something tasty will reappear in its place. A one, a two, and a three!" Snips lifted the hat. The rabbit had disappeared, but there wasn't anything underneath the hat.

"Hey! Where are they?" Snips wondered, "Snails, where are the...carrots. SNAILS!" Snails had apparently put the carrots in his mouth and was munching on them dumbly before Snips took after him.

"Uh, how about a round of applause for the S&S magic act," said Cheerilee as some applause was made in the crowd, "Now for our next act, we have Sunny Daze and Peachy Pie reciting their favorite poem...on roller skates!"

Backstage, the three fillies were dressed and ready to go as they wore some black cloaks over their costumes and sat on a large crate waiting for their turn as Sunny Daze and Peachy Pie went skating by them.

"Break a leg!" Sweetie Belle shouted.

"Sweetie Belle," Apple Bloom exclaimed in shock, "What a thing to say!"

"No, no, no," Sweetie Belle explained, "You see, in the theater, it's considered bad luck to say "good luck". So you say "break a leg" instead."

"My little ponies!" said Twilight as she appeared next to them with Mario along side of her, "how are you doing?"

"Nervous..." said the three fillies at once.

"Don't worry," said Twilight cheerfully, "You're gonna be amazing. Remember, just stick to what you know best. I can't wait to hear you sing, Sweetie Belle."

"Why does everypony always think I'm gonna sing?" Sweetie Belle whined.

"Because you actually have a singing voice," Mario muttered before Twilight jabbed him hard in the side.

"Actually, Twilight Sparkle," said Scootaloo as she stood up on the crate, "I'm the main singer tonight." Twilight blinked.

"Oh?" said Twilight stunned.

"And I'm the main dancer," said Apple Bloom, "Hi-ya!" Apple Bloom did a kung fu chop.

"Oh?" Twilight repeated.

"And I'm in charge of..." said Sweetie Belle.

"Costumes?" Twilight guessed wearily.

"And sets and props," finished Sweetie Belle, "How'd you know?" Mario gave her a look, reminding her what he had said earlier. Twilight just glanced at him first before looking back at the three fillies.

"Really, girls?" said Twilight in disbelief and uncertainty, "Are you sure..."

"Cutie Mark Crusaders, you're up on next," said Cheerilee as she walked by, "Break a leg!"

"Break a leg-"

"Ugh!" said Apple Bloom annoyed at Twilight as the three fillies zipped away. Tossing their black cloaks behind them.

"Uh...good luck!" Twilight called out but was worried. She then saw Mario still looking at her.

"I hope you're not expecting me to admit you were right," Twilight remarked as Mario sulked.

"Would've been nice," Mario remarked under his breath. It didn't take them long before Sweetie Belle had their props set up and the entire stage went dark. Soon three lights were shinning on the three fillies heads. They had spiked their manes and put on make up and reggae style outfits to make them look like punk rockers. Their background music resembled a fusion of both late 1980s rock n roll and pop music.

[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

[Cutie Mark Crusaders-literally yelling]

Very loud!

The lights shined, showing some very amateurish backdrops and scenery. The ponies in the audience just stared at them with their faces hanging out. Poor Applejack tips her hat forward and ducks her head, feeling embarassed for both herself and the three fillies.

[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 figure out what we'll do next

As she sang, Sweetie Belle single handedly tried to pull up various types of props from a sun to some hanging spiders. Apple Bloom just continued to stand in place, using kung fu kicks and chops to dance.

[Cutie Mark Crusaders]

'Til 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

Things began to go wrong at this point. For starters, as Scootaloo sang, the fog machine went on the fritz, spreading the smoke around Scootaloo and Apple Bloom. Apple Bloom found she couldn't see and bumped into Scootaloo and Sweetie Belle. Apple Bloom then made a chop, causing her hind leg to get stuck in the scenery. The yellow filly smiled sheepishly before she tried to get her leg out of the hole she had made.

[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 come 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 was supposed to cover a hanging spotlight with a blue visor to make the light beam turn blue. But her visor was too small for it to cover the entire light. So Scootaloo had to move for only her face to be bathed in the blue spotlight.

[Cutie Mark Crusaders]

Until our face is blue

Things went from bad to worse as one of the dropped props from above hit the giant fan they borrow, blowing the three fillies off the stage while they were singing. Some of the props began to teeter about as they continued to sing. Sweetie Belle rushed to try and prevent one prop from falling, but soon they others were wobbling about as well.

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 they finished their song, all the back props fell into the three fillies, smashing into pieces on top of them. The crowds were silent for another second...before they burst out laughing at them. The three fillies popped out of the mess and saw everyone laughing. Their laughter didn't make them feel good at all. It wasn't much longer before the broken props and other items were cleared from the stage. The three fillies were feeling glum and embarrassed.

"Wow," said Scootaloo, "That did not go as well as I expected."

"I can't believe they're laughin' at us," said Apple Bloom.

"Was it that bad?" Sweetie Belle asked out of the blue when Miss Cheerilee arrived.

"Back on stage, girls," said Cheerilee, "It's time for the awards."

"Back on stage? No," Sweetie Belle protested.

"They'll just laugh some more," Apple Bloom added sadly.

"Yeah, what's the point?" Scootaloo replied.

"Now girls, let's be good sports," said Cheerilee, "you made a great effort. You should be proud. Now come on!" The three girls just exchanged worried glances with each other before sneaking into the stage behind the other ponies who had participated in the talent show.

"Let's hear it for all our talented fillies and colts," said Cheerilee as the ponies all stomped their hooves to make it sound like they were applauding.

"Our first award goes to...Snips and Snails for best magic act," Cheerilee announced at the two unicorn colts made their way to the stage.

"Hey! Mine's at least shinier!" said Snips smugly.

"Well, mine's bigger," said Snails as they walked away.

"Oh yeah, well...Well, mine is, um...heavier," Snips shouted back. Spike and Cheerilee just roll their eyes at them before moving on.

"The next award goes to...Sunny Daze and Peachy Pie for best dramatic performance," Cheerilee announced. The two fillies smiled excitedly as they went to claim their medals. The three fillies quivered nervously as they waited for the next announcement.

"And finally, the last award of the night goes to..." Cheerilee announced. The three fillies continued to quiver nervously. Even Applejack was looking very nervous, unsure of what to do if the three fillies were left with no award despite their performance.

"The Cutie Mark Crusaders!" said Cheerilee as she rose off her fore-hooves.

"What?" said the three fillies in complete shock.

"For best comedy act," said Cheerilee as they gave them their three medals. The ponies cheered for them as the three fillies smiled. They still couldn't believe that they had actually won an award.

"Can you believe it?" said Apple Bloom once they were backstage, "We won!"

"I knew our act was awesome," Scootaloo replied.

"You know what would be the best?" said Sweetie Belle, "If we won and we got our cutie marks." The three fillies smiled as they tore off their costumes and checked their flanks. They were still blank and they let out a long moan.

"Congratulations, ponies!" said Twilight happily as she and Mario stood before them, "Job well done."

"Thanks," the three ponies said rather sadly.

"Hey, you don't sound too excited," said Twilight concerned.

"We worked really hard and won a prize, but we still don't have our cutie marks," said Scootaloo with a sigh.

"Which is the prize we really wanted," said Sweetie Belle in a dreary tone.

"Oh, girls..." said Twilight and Mario together.

"But we think we know why," said Apple Bloom.

"Yes. We know why," said Sweetie Belle.

"Oh? Tell me," said Twilight, "I'd love to make a special report to the princess." Mario nodded in agreement.

"Well, maybe we were trying too hard," said Sweetie Belle.

"Yes? And?" said Twilight, hoping to hear more.

"And instead of forcing ourselves to do something that is not meant for us...," Scootaloo added.

"Yes? Yes?" said Twilight growing more excited.

"We each should be embracing our true talent!" Apple Bloom finished.

"And that is...?" Twilight asked them with a smirk on their faces. Mario was eager to hear their answer.

"Comedy!" the three fillies said aloud.

PLOP!

Mario collapsed to the floor on his stomach. He knew these three fillies were very, very smart. He had seen their genius and true talents first hand, but the fact they couldn't figure this lesson out was just too much for him to accept as he literally knocked himself out from the cluelessness. Twilight just looked stunned...at the fillies. Not even noticing that Mario was passed out. Sweetie Belle saw that Mario was knocked out.

"Oh, my prince has passed out!" said Sweetie Belle, "I must revive him." She puckered her lips to give him a kiss when Apple Bloom shoved her out of the way.

"Just use the revival mushroom," Apple Bloom remarked in annoyance as Sweetie Belle pouted. No pony even asked how Apple Bloom had gotten the green and white spotted mushroom.

"Apple Bloom! You did it!" said Applejack excitedly as Rarity and Rainbow were standing next to her.

"Did you see our award?" the three fillies asked excitedly, "weren't we funny?" They took off to speak to the three ponies, leaving a stunned Twilight behind. Apple Bloom had even forgotten to give Mario the revival mushroom, dropping it in front of him. Twilight just blinked a few times before smirking at the three.

"One day..." Twilight giggled, "one day..." She then noticed Mario was passed out. She couldn't help but giggle as she grabbed the mushroom and fed it to him.

(extra life fanfare)

Mario groaned as he rose to his feet, rubbing his head.

"Bad day?" she asked innocently as Mario groaned.

"They may be my friends," said Mario, "But they really give me a headache sometimes..." Twilight just smiled.

"They'll learn," said Twilight, "Come on. Let's get a dessert together at Sugercube Corner, my treat." Mario smiled. Twilight had never offered to treat him to anything before. Plus it was just him and the beautiful purple pony.

Well, mom always said the best way to have that first date is a simple beverage or sweet pastry, Mario thought to himself as he followed Twilight.

He could only hope this would the start of many more "dates" in the future...

Mario's reactions in this episode are heavily on my first impression of this episode. But even those who see it again and again know the cluelessness is more than just about getting their cutie marks.

Plus could this be the start of something between Mario and Twilight? We will see...

Peace Pony Fans!

A Dog and Pony Show

Pony's Log Number 119: Sometimes even the most prissy and fussy of ponies can manage themselves when trapped in the...heh...dog house...

One day, Mario was working with Rarity on a new outfit. While most of the sewing and designing had been done, the most delicate part of the process involved the proper placing of various gems onto the outfit. Rarity was grabbing a blue gem with her magic as she carefully set it into its proper place.

"Perfect!" said Rarity as Mario released a breath he was holding. They then heard the doorbell ring. Mario and Rarity closed the curtain to the outfit before walking over to greet who it was, but Mario was then frozen in place as Rarity moved forward with her eyes closed.

"Coming!" said Rarity, "Welcome to Carousel Boutique, where every garment is chic, unique, and magnifique." Rarity then realized Mario hadn't said the rest of the greeting and opened her eyes and instantly found out why with a gasp. There before her was one of the most popular and well known ponies in the music industry.

"Sapphire Shores! The pony of Pop!" Rarity and Mario exclaimed together as Mario nervously wobbled next to Rarity.

"Good afternoon, Miss Rarity," said Sapphire Shores, "same to you, Mister Mario." Mario and Rarity were overwhelmed.

"You...yah...Y-y-you know my name?" Rarity stuttered.

"Both of our names!" Mario exclaimed, his voice squeaking from the excitement.

"Well, of course I do, darlings," Sapphire Shores replied, "I make it a point to know all of the up-and-coming designers and Clothes Horse magazine raved about you two." The pop star continued to browse about as Rarity and Mario were left star-struck.

"Oh my stars, If I'm dreaming, don't wake me up," Rarity whispered to Mario.

"I already pricked myself with a thread needle twice," Mario whispered back excitedly, "This is real!" They exchanged a chuckle with each other before recomposing themselves.

"How may we help you Miss Shores?" Rarity asked.

"Oh please, call me Sapphire," the pop star replied. Rarity and Mario giggled to themselves.

"How may we help you, Sapphire?" Rarity asked again.

"Well, as I'm sure you know," Sapphire Shores explained, "I'll be touring all of Equestria with my latest concert, Sapphire Shores Ziegfilly Follies, so I need to look seeensational! Ow!" Rarity and Mario were taken aback a bit from her small sample of her powerful singing voice, but were able to recompose themselves right away.

"We have just what you need," said Rarity as she gestured Mario to stand near the curtain where their most recent project was residing, "Sapphire Shores, prepare yourself for the piece de resistance de la haute couture. We used every last diamond I found on this one garment." Rarity opened the curtain to reveal the garment. Sapphire Shore's eyes widen in amazement as what appeared to be a glittery and sparkly white suit covered in two types of red and blue gems.

"And it is spectacular!" said Sapphire Shores with a gasp, "I'll take it."

"Really?" said Rarity in surprise.

"Oh yes, and five more," Sapphire Shores replied, "each one done up in a different gem."

"Beg pardon?" Rarity asked stunned.

"Wuh?" Mario added.

"Costume changes," Sapphire Shores responded. Rarity then looked into her gem chest, which was completely empty. Mario just looked dumbfounded.

"Ah-hoo-bah-daba-doo-bah-doo-bah-daba-doo..." Mario mumbled with wide eyes as Rarity fainted with her four legs in the air, toothy grin, eye's twitching, and stars swirling around her head.

"Yes, I do have that effect on ponies," Sapphire Shores chuckled before making her exit. Mario and Rarity were still too stunned to bid her farewell.

(theme song)

Once Mario and Rarity had recovered, they got themselves ready for a gem hunt. As part of Mario's internship, Rarity taught him her gem seeking spell beforehand so the colt was more than ready to go for his first ever gem hunt. As timing would have it, Spike happened to arrive as well and was more than willing to provide additional assistance...for obvious reasons. He had a red wagon behind him as they reached a clearing where Rarity was already trying to detect some nearby gems. He was still amazed by the fact the two ponies got to meet Sapphire Shores face to face.

"Oh my gosh!" Spike exclaimed from behind the two ponies as he continued to pull his wagon forward, "Sapphire Shores! The pony of pop! She is awesome! I mean, she's gorgeous and talented and-" Rarity shot him a glare, making Spike give a nervous chuckle.

"-heh...and not even half the pony you are," Spike continued sheepishly, "I mean, you're ten times more gorgeous and talented and-"

"Oh brother," said Mario quietly, slightly annoyed at Spike kissing up to Rarity.

"Be nice, Mario," Rarity whispered, "Like you don't do the same with Twilight." Mario blushed.

"Not out loud...or in front of her," said Mario before muttering, "She always ignored me when I tried to do that in the past..." Rarity got back to Spike.

"Spike, a lady is never jealous," she told the dragon.

"Then why'd you glare at him?" Mario teased only to get a glare from the marshmallow pony herself.

"Eh, of course not," said Spike, still thinking he had annoyed Rarity, "But were you totally flipping out or what?!"

"Ladies do not "flip out", Spike," said Rarity simply.

"Neither do gentlecolts," Mario added in the same tone.

"You made yourself look dumb in front of her, didn't you?" Spike teased to Mario, who growled at him annoying as Rarity chuckled.

"Mario, was quite professional as was I," Rarity replied, "However, I was quite in awe. Oh I need to find more jewels than ever before to decorate her costumes."

"Good thing you taught me your gem finding spell," said Mario as he used his magic to pull out a pair of hoof shoes that resembled claws from his saddle bag.

"What are those?" Rarity asked as she continued to scan for gems as Mario clipped the "claws" onto his fore-hooves.

"You know that I'm a colt of multitasking," said Mario as he made his horn glow, "I was able to mod the spell so I can detect the gems without lowering my head. When I'm above some..." Suddenly his horn made a chime. "...like this. I can just dive in and get them."

"Dive in?" Rarity asked puzzled as Mario then jumped high into the air and literally dived underground, creating a very small hole above the ground. Then the hole began to spit out various gems of all shapes and colors before Mario popped out of the hole, sealing where he was digging below him.

"Woah!" said Spike impressed as Mario used his magic to gather all the gems, created a single freight car and deposited them into it. Rarity was rather impressed until she began to sense something below.

"Oh aha!" Rarity exclaimed, thanks to her magic she could "see" the gems below her horn.

"Did you find some?" Spike asked eagerly.

"Yes, Spike!" said Rarity, "Right there!"

"Did you..."

"I got these Mario," said Spike, interrupting the colt before he began to dig with his claws and there before them was nice cluster of various gems. Spike began to drool as he eyed them hungrily.

"Oooooo!" said Spike, "You look so delicious..."

"Spike!" Rarity interrupted to snap him out of his stupor, "I promised I'd give you gems to snack on, but we need collect more first or Mario and I will never be able to make those outfits for Sapphire Shores."

"Hm...I will miss you, my sweets," Spike said to the gems, hugging them to his chest and dumping them inside his red wagon.

"Come along, Spike," said Rarity as she and Mario started to search again, "We have many jewels to find."

"At your service, milady," Spike said, giving a gentlemen's bow before following Rarity. They continued their little expedition together. Rarity would point to a location where she detected some gems. Spike would dig them up and deposit their findings into his red wagon. The first couple of trips to the wagon, Spike could feel his mouth water at the site of so many tasty gems.

"Spike!" Rarity called out, snapping Spike out of it before he headed back to continue helping with the gem hunt. Now Spike is using his tail like a jackhammer as he continues to dig up all the gems Rarity was finding. The more gems they found, the taller the pile of gems became. As for Mario, he was pretty much just working solo from the two, but his efforts were even more fruitful, he had managed to dig up two freight cars worth in the time Spike had filled his wagon, which was smaller in size. The dragon could feel his mouth water at all the gems. Then he was given a light pat on his head.

"You've been very patient today, Spike," said Rarity, "and for that you get the finest reward. This is from me to you." Rarity used her magic to give Spike a large blue emerald shaped gem. Instead of gobbling it up, Spike just looked at Rarity in surprise.

"Is something wrong, Spike?" Rarity asked since Spike was staring as she subconsciously batted her eyes at him. She was unaware of the sparkling aura that the dragon was current seeing her being surrounded with.

"No," said Spike happily as he hugged the gem, "It's perfect." Mario chuckled, but he was also a little jealous. He could only hope he could make Twilight that happy someday.

"Ooo, bring the cart, Spike. You too with your freight cars, Mario," said Rarity excitedly, "there are more over here." Mario headed over right away as Spike continued to marvel at his new gem.

"For me, from Rarity," he said to himself before pulling the wagon towards the marshmallow pony. Little did any of them know that in a nearby collection of bushes that they were being watched by someone.

"Yesss, gemsss," said one named Rover, "Gemsss!"

"Where?" asked another named Fido. Rover pointed towards the wagon.

"Precious gemsss!" said Rover eagerly as he looked at Spike, "He is the gem hunter. With him we can have all the gems...and more! Let's get the dragon."

"Spike? Where are you?" Rarity called out as Spike finally caught up with the two ponies.

"Wait! Who is that?" said Rover as he watched Spike walk up to Rarity.

"You know," said Rarity, "it's terrible to keep a lady waiting."

"I can dig..."

"No Mario, let Spike do his share," said Rarity, "you've already helped me plenty so take a rest." Mario just nodded.

"Coming!" said Spike as he began to dig the spot Rarity told him with his tail.

"I think we're going to strike gold this time," said Rarity, "So to speak." Rarity and Mario laughed.

"I get it," said Mario, "I think strike diamonds would be more accurate, but whatever." Rarity just smiled as Spike surfaced with a collection of gems as tall as him.

"Jackpot!" Spike shouted excitedly.

"Oh, it's not the dragon we want," said Rover, "It's the pony!"

"The pony..." Rover, Fido, and what sounded like a third dog-creature in the bushes replied eerily. The three friends were still unaware of the danger as Rarity smiled at all the gems they had collected.

"Well, Spike, I think that's all we can do for today," said Rarity, "and these will certainly get us well on our way with Sapphire's outfits. Why don't we start headi..." Rarity was then cut off when her horn began to detect a very strong gem presence nearby. Mario's horn was sparkling as well.

"Oh! What's this?" said Rarity as she followed her detection towards...the bushes and trees? "Oh...oh strange, it's in the trees..." Rarity then spotted a gold gem in the bushes. It was then Rover jumped out of the bush. The gem she had detected was a yellow diamond around the dog-creature's collar. He was also wearing a vest and was looking like he was ready to pounce.

"Oooo...Ewww!" Rarity exclaimed as she, Spike, and Mario stepped back, "Good day, gentle...uh, fellow. Uh, I am Rarity. These are my friends Mario and Spike."

"Ehe..." said Spike nervously.

"Nice to...meet you..." Mario replied slowly, standing close to Rarity to protect her.

"And you are..." Rarity asked timidly.

"A Diamond Dog," Rover said mischievously, his claws raised and ready to grab them.

"Oh really?" said Rarity, now feeling very uneasy, "Oh well, that explains your fine taste in jewelry. I mean...I-I-I know that diamonds are a girl's best friend and now I know that they're a dog's best friend too, ha ha ha..." Rarity gave a nervous cough, "...So, um...you're hunting for gems as well?"

"Yes," said Rover sinisterly, "We hunt."

"Uh...we?" Rarity asked before two other diamond dog jump up from behind them.

"We hunt for gems," said Rover, "but you are better hunter. So now we hunt...for you." There was a brief pause.

"AHH!" Rarity screamed as a another diamond dog named Spot took a swipe her, but she ducked at the last second and avoid being captured. Spike then used his tail to jackhammer Spot on the head, babbling as he did so.

"Yaaaaah!" Spot shouted as he was then tossed into the air. Another dog named Fido growls at Spike.

"Run, Rarity! Run! Aaaah! Uh!" Spike called out before Fido stomped him into the ground. Spike recovered quickly and grabbed Fido by the hind leg.

"Ooooooh!" said Fido as he lost his balance and tumbled into the ground. As he tried to regain his balance, he knocked over Spot as well.

"Yaaaaah!" Spot shouted as he fell face first as well.

"Spike! Come On! Hurry!" said Rarity, who apparently was more worried about Spike than trying to get away from the diamond dogs. Mario stayed on guard next to her.

"Gotcha!" said Rover as he surprised them both from behind.

"If you want Rarity," Mario warned, "You're going to have to get through me."

"We defeat you, we get pony," Rover said giddy.

"As if," Mario shot back.

"Mario what are you doing?" Rarity asked worried before he engaged the diamond dog. He then created a glow of his horn to transport him and Rover into a fight setting.

"Let's a-go!" said Mario.

(cue favorite RPG battle music)

Mario stood on the left while Rover stood on the right. Rarity was watching as she stood next to Mario in confusion of what just happened.

"What kind of fight is this?" Rarity asked baffled.

"Turn-style," Mario answered as he wasted no time standing on just his hind legs. Then he jumped and gave Rover a good stomp on the head and then another.

"You have some of this," Rover replied as he ducked underground. Mario stayed calm until he felt a rumble underneath his feet. Mario then jumped up as Rover surfaced.

"Gotcha! huh?" Rover said stunned when Mario wasn't there before getting another stomp onto his head. Rover groaned as he dived back underground. When he surfaced, Rover looked rather woozy as Mario gave him another double stomp.

"I have headache," Rover groaned.

"It's only gonna get worse if you don't leave Rarity alone!" Mario retorted when...

BONK!

"...momma...mia..." Mario groaned as Spot appeared behind him and used one of his large fists to clock Mario on the top of the head. Not only did that break the rules of turn fights, but Mario was out cold. Rover laughed.

(end battle)

The environment went back to the way it was with Mario now knocked out and laying stomach first on the ground.

"Mario! No!" Rarity screamed.

"Now you're ours!" Rover said as he grabbed Rarity.

"WAAAAAAAAH!" Rarity screamed, "Spike!" The little dragon was still trying to hold into Fido's leg to keep him away from her. In fact, the fight itself was just a couple of yards away from Spike.

"Haha! Nope!" said Fido as he sent Spike flying into a tree, his spike made him get stuck on a tree branch upside down.

"Sorry, scaly one," Spot said in mock apology.

"Wait! Rarity?" Spike groaned from the tree.

"Unhand me this instant, you ruffians," said Rarity as Rover carried her into a nearby hole with Fido and Spot right behind him, "Stop! Put me down, you thugs! You brutes!"

"Rarity!" Spike gasped as he saw the diamond dogs take Rarity down a hole.

"Spike!" said Rarity, trying to crawl away until she saw her hoof was coated in dirt, "Ah dirt!" Her fussiness made her lose her grip as the diamond dogs grabbed her and pulled her back down.

"AAAAAAAAAAAAAAH, SPIIIKE!" Rarity screamed as she disappeared into the hole once more.

"Which, what, where?" Spike stuttered as he tried to rave towards the hole to save her, but he was too late. Rarity was already gone.

"Save me...!" Her voice echoed.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Spike screamed at the top of his lungs.

It didn't take long before the rest of the Mane five had been gathered up and were heading towards the location Rarity had been captured. Spike was currently sitting on Twilight's back, breathing through a paper bag.

"Spike, can you breathe now?" Twilight asked him as the dragon continued to do his breathing.

"Yes..."Spike panted, "I think so."

"Good," said Twilight, "Now tell us what you know."

"Yeah," Rainbow added, "'Cause all you said earlier was..."

A few minutes earlier...

Spike rushed over to the Mane five in full panic as they were outside the town hall building.

"Aaaah! Rarity...woods...jewels...dogs...hole...taken...Save her!" Spike panted.

Back to the present

"Not a whole lot to go on there, sport," said Applejack as they continued to run towards the area.

"Sorry," said Spike, "Rarity, Mario, and I..."

"Mario?" said Twilight, "you never said anything about Mario being with you guys."

"Must have forgot from the panicking," said Spike, "We were in the woods looking for jewels when these creepy guys showed up."

"Creepy guys?" Twilight asked puzzled.

"They called themselves the Diamond Dogs," Spike answered, "They grabbed Rarity and disappeared down a hole in the ground."

"Well, this sounds mighty easy," said Applejack, "Just take us to that there hole and we'll save Rarity." But when they arrived, they all gasped at what was before them. The entire area was loaded with dozens of holes.

"Holy moly, that's a lotta holeys," said Pinkie Pie.

"Um...excuse me, I just remembered something," said Fluttershy, "didn't Spike say Mario was with you?"

"That's right," said Twilight, "Spike, did Mario get captured to?" Spike suddenly looked rather uneasy.

"Not...exactly..." said Spike slowly.

"Spike?" Twilight asked more firmly.

"He tried to defeat their leader in a turn fight, but they cheated and one of the other dogs knocked him out by sneaking up behind him," said Spike quickly before slowing down, "I was so worried about Rarity that I...left him here..."

"Oh Spike," said Twilight.

"I sure hope he ain't hurt," said Applejack, "or was captured too."

"There he is," said Rainbow, noticing him still laying on his stomach with her back against them. They all rushed over to him. They were surprised to see that he was wide awake but just laying on the ground quietly.

"Mario, why are you just sitting in the dirt," Rainbow asked curiously.

"Cause I'm a failure and I'm not very important to anypony," Mario answered sadly. The five ponies gave Spike a death glare. Spike just smiled nervously.

"Sorry about that Mario," said Spike, "I was just...worried about Rarity...you know how it is." The others were a little annoyed at what he said but Mario just sighed.

"Maybe, but I still failed," said Mario, "What good am I if I can't even protect my friends? I could have taken those diamond dogs, but they..."

"Cheated?" Rainbow guessed.

"Nailed it," Mario answered half-heartedly.

"Look Mario," said Twilight, "Now isn't the time to feel sorry for yourself. We need to work together and save Rarity and we need your help." Mario just looked up at Twilight before giving her a sigh.

"Okay," said Mario, "But as you can see this won't be that easy. When Spike and I were fighting them off, there were only a few holes here, not a few dozen."

"Come on, everypony!" said Twilight, "Let's get started." Twilight then heads over to a nearby hole.

"Hello?" Twilight asked as she peeks into it. She then notices some yellow eyes glaring at her. These eyes belonged to the diamond dog Fido as he blasted some dirt into Twilight's face.

"Puh!" Twilight gasped. Pinkie then squealed as the same happened to her as she peeked into a hole. The same happened for the other ponies.

"Puh!" Spike retorted with his face now covered in dirt. Mario didn't even need to peek before he just missed getting caked in the face with dirt as well. The holes were soon being plugged up in rapid session.

"Quick! We gotta get down one before they're all filled up!" Twilight called out.

"Oh! Oh my. Oh, oh!" said Fluttershy frantically as the holes around her were being filled up. Applejack then tried to dig her way in, but as fast as she dug, she was soon overwhelmed.

"We can't muscle through it!" Applejack called out.

"We'll see about that," said Rainbow as she took high into the sky. She then went to dive straight into the hole at high speed. But then the hole was filled up instantly and Rainbow gasped as she brought herself to stop right on top of the dirt mound.

"Whew," said Applejack, "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."

"Oh Rarity," Twilight groaned.

She began to imagine Rarity alone in a dark underground prison.

"Oh, woe is me!" said Rarity theatrically, "Whatever shall I do?" She then touched the side of the wall as her hoof was coated in dirt. "Ah! Dirt, dirt! Get away dirt!" Rarity began to fuss about, bumping the side of the walls, getting herself more dirty, even to the point her mane and tail uncurled and became dusty.

"Make it stop! Make it stop! Ah! Filthy disgusting dirt," Rarity cried out as she leaned against the prison door, "It's stings, it burns. Help! Oh, somepony save me, save me!"

The ponies then returned to reality with worried looks on their faces.

"We gotta save her," said Applejack.

"But they blocked up all the holes," Fluttershy pointed out.

"Don't mean we can't dig 'em out," said Applejack, "Come on!" While the idea sounded simple, these diamond dogs proved to be very crafty. As Pinkie started to dig, one of the diamond dogs pulled her by the tail.

"Ow!" Pinkie cried out, stopping her digging. Then another dog dumped a pile of dirt onto Fluttershy.

"Oof!" Fluttershy groaned. Spike panted as he dashed by to find a digging spot when one of the dogs, extended a leg at the last minute from a nearby dirt mound.

"Woah! Oof!" said Spike as he fell over.

"Get 'em!" said Rainbow Dash as Applejack tried to go after the three troubling Diamond Dogs, but it was like playing an unfair game of Whack-a-mole. Err...dogs. Every time Applejack tried to go after one dog, they would duck and appear from another pile or hole. While they were doing that, they continued to pull tails, dump dirt, and trip up the other ponies.

"Come on!" Rainbow said in frustration, but the dogs continued toying with the ponies and Spike until they were grunting and panting in exhaustion.

"All those scary monsters popping up everywhere," said Fluttershy, "Oh poor Rarity must be terrified."

"Ooh," said Twilight and Mario together worryingly.

They began to imagine Rarity at the mercy of those diamond dogs.

"Give me the baubles!" said Spot.

"Ah!" Rarity squeaked.

"Give me the beads!" Fido added.

"Ahh!" Rarity shouted.

"Where are the trinkets?!" Rover demanded.

"Aaaah!" Rarity screamed.

"Where is the treasure?" The three Diamond Dogs said together. Rarity then fainted.

Now back to reality.

"Poor Rarity," said Twilight, "What are we gonna do?" The other ponies and Spike weren't too sure. Mario was in deep thought.

"I think I have an idea," said Mario, "maybe we can burrow ourselves in after all. I just need to be out of range of those doggy tricks of theirs." Mario reached into his mane and pulled out a gold ring.

"Oh Mario, I knew you'd propose to me!" said Pinkie as she took the ring from him and put it on her fore-hoof, "I accept!"

"Gimme that!" Mario said sternly as he took the ring back, "this ring isn't for you."

"I deserve it more than Twilight!" Pinkie snapped before slapping her fore-hooves over her mouth. All just eyeballed Twilight anxiously, realizing that Pinkie had revealed Mario's crush on her. Twilight just looked confused.

"Why would Mario give me a ring?" she asked innocently, still clueless to the exposed truth. The other released silent breaths.

"Never mind Twilight," said Mario, "besides, I'm no cheap colt. If any of you ponies were to get a ring from me, it would at least have some sort of diamond or gem on it." Mario pointed out the fact this ring had no gem. The other ponies, minus Twilight, giggled to each other...sheepishly.

"This ring will increase my spin rate for a short time," said Mario, "which should allow me to burrow underground fast enough before those diamond dogs can push me out. I just need to get enough altitude...wait I got it!" Mario then lit up his horn making the ground launch him high into the air. Mario then targeted a hole while in the air and dived at it. As he did, the ring on his hoof glowed brightly, making Mario spin extremely fast. The bright light made the ponies lose sight of him until they were all shaken by the impact he made as he hit the ground. Once Spike had recovered, he searched about for the open hole.

"Spike! Over here!" Mario's voice echoed from above the opened hole as he surfaced, "but I lost the diamond dogs." Spike pondered and then got an idea.

"I got it!" said Spike exclaimed, "I'll save you, my sweet." Spike held the big gem in his hand and rushed towards the hole.

"Huh?" the other five ponies wondered curiously. It wasn't long before Mario helped Spike make a fishing rod using a stick and some rope. They tied the large blue gem to the rope, hoping that one of the dogs would grab it so they could find a way to Rarity. Twilight smiled as Spike concentrated in holding the gem steady down the deep hole.

"Spike, it is very noble of you..."

"Shhh!" said Spike to Twilight.

"...to sacrifice the gem Rarity gave you," Twilight finished in a softer tone.

"Oh my Lady Rarity," said Spike, "My damsel in distress." Mario chuckled.

"I sense another dream sequence..." said Mario as the view began to fade out, "ooop...here we go..."

Began Dream Sequence

Spike was now imagining himself as a taller, more muscular, and more handsome dragon knight, named Sir Spike. He stood bravely before the three diamond dogs.

"I shall save you," said Sir Spike, "Show yourselves, you dogs! You curs! Ah! There you are you mangy mutts!" The three diamond dogs took offense.

"Who are you calling mutts?" Rover said angrily, "Unleash the hounds!" Rover then blew a dog whistle, making several dogs donning some helmets appear before Spike. The dogs were barking and yelping as Sir Spike drove them all away with ease using his giant jousting sword. Sir Spike then laughed as massive flame at the remaining dogs before pinning the leaders against the wall.

"Now, where is Lady Rarity?" Sir Spike demanded. The three dogs pointed to a prison door, which Spike bashes open with his pure strength. There in the corner is Rarity, wearing a Renaissance style princess outfit.

"Spike," Rarity gasped as she smiled at him, "I knew you would save me!"

"Nothing could stop me, milady," said Sir Spike.

"Ohohohoh, Spike," said Rarity happily, "You are my...hero." Rarity puckered up to give him a big kiss.

"Mmmmmm..." said Sir Spike as he smiled as puckered his lips to kiss her back.

End Dream sequence.

Unfortunately, Spike was so into his little daydream that he was about to kiss Applejack on the lips.

"Hoho there, lover boy," said Applejack with a smile as she pulled away, snapping Spike out of it as the others smiled. Before Spike could feel any sort of embarrassment, there was strong tug from his fishing rod.

"Whoa! Whoa-whoa-whoawhoawhoa..." said Spike, "I got a bite! I got a bite!"

"I'll see if I can capture who grabbed the gem so we can get some answers," said Mario as he dived down the hole. Spike tried to hold on for dear life, but was getting dragged towards the hole very quickly.

"Hold on there, little fella," said Applejack as she grabbed his tail by her teeth, but she and Spike were pulled into the hole.

"Applejack," said Twilight as she grabbed Applejack's tail by her teeth and was getting pulled down as well.

"Twilight," Rainbow Dash shouted as she grabbed Twilight's tail. She even tried to hover above the ground since the last time she did that with Applejack in tug of war, the Pegasus had the upper hand. However, this diamond dog was too strong and Rainbow was fighting not to get pulled into the hole.

"Oh my goodness, oh my goodness..." Fluttershy panicked before she grabbed into Rainbow's tail, but was losing ground quickly.

"Wait for me!" said Pinkie Pie as she grabbed Fluttershy's tail. However, the pink pony made no effort to pull back and just let herself get pulled into the hole with the rest.

"Oh!" Fluttershy yelped.

"Whee!" said Pinkie excitedly as they all tumbled down the rabbit...oops...I mean doggie hole.

Spike yelps as he and the rest of the ponies are dragged deeper and deeper down the hole. Everyone continued to yelp as they were being pulled further down the hole and were soon all launched off an underground ramp.

"Whee! Ha, ha, ha!" Pinkie giggled as they flew over the gap and into another tunnel.

"Oh, oh!" Spike yelped as they were soon all deposited out of the hole from the ceiling and into the ground below, grunting as they hit the ground.

"Ha, ha, it worked! We're in!" said Spike, "Great work Mario! Now we can finally save Rarity!"

"Um...Which way do we go?" Twilight asked. Spike noticed the labyrinth of tunnel before them and then looked at Mario.

"I tried to pin them down, but the rope broke as soon when I landed," said Mario, showing the torn rope, "I have no clue where the diamond dog took off...and they took your gem as well."

"NOOOOOOOOOOOOOOOOO!" Spike screamed once again. Once Spike had calmed down, Twilight began to look around.

"All these tunnels..." said Twilight as she scouted about, "How are we ever gonna find Rarity?"

"Guess we're just gonna have to start going down them one by one," said Applejack.

"That could take forever!" said Rainbow, "There's gotta be a way to narrow it down."

"I know!" said Spike, "I bet they've taken Rarity down the tunnel with the most gems."

"That's right Spike," said Mario.

"But Spike, Rarity is the only one who knows how to find gems," said Twilight.

"No, Twilight," said Spike, "Mario knows the spell and you can too! You can copy Rarity's gem-finding spell."

"Oh my gosh! You're right!" said Twilight, "Mario was helping her find gems and Rarity showed me how she did it awhile back. If I can just remember..." Twilight cringed a bit as she made her horn glow. Then it suddenly lit up with the same glow Rarity had on her horn. Mario's horn was glowing in the same manner. They began to search the caves to detect gems and soon found a tunnel that was loaded with large clusters of various gems in very close range of each other.

"That's it. You did it, Twilight and Mario," said Spike as he hopped into Twilight's back.

"Now I can get my re-match," said Mario and chuckled with determination as he equipped his "claws" into his fore-hooves and showed them to the ponies and Spike.

"Mario," said Fluttershy sternly, "take those off right now. You won't need them."

"Fluttershy I...EEK!" Mario then yelped as Fluttershy narrowed her brow, a clear warning of what she was going to do next, "Okay! Okay! No need for the Stare. Eesh!" Mario put the claws away into his saddle bag as Rainbow looked at Fluttershy baffled.

"Since when are you so assertive with Mario?" Rainbow asked Fluttershy.

"Since Fluttershy and I have been becoming better friends," Mario answered bluntly, "For some reason, she likes to get a bit sassy around me." Fluttershy just stuck her tongue out at him and smiled.

"I rest my case," said Mario annoyingly as Applejack, Rainbow, and Twilight snickered.

"Never mind that," said Spike as he pointed at the correct tunnel as Twilight lead the charge, "Come on! We're coming, Rarity! We'll save you. Just hold on!"

Meanwhile, the three diamond dogs had just backed Rarity into a corner.

"Oh please, Diamond Dogs," Rarity pleaded nervously, "Please let me go."

"No!" said Spot.

"You're our precious little pony," said Fido.

"Forever!" Rover added, "Muhahahaha!"

"But whatever do you want from me?" Rarity asked.

"Gemsss!" said Rover.

"Yes! The gems. The jewels," said Spot.

"Find them! Find them all!" Fido added.

"Oh! Is that all?" said Rarity as she lit up her horn and began to search the cavern. It wasn't much longer before she detected some gems below. Using a stick she found lying nearby, she marked the dig spot with an X.

"There," said Rarity, "A lovely pocket of jewels are right there. Now, if you'd be so kind as to show me the exit?"

"Good!" Rover replied with a laugh, "Now, dig them up, pony."

"What?" said Rarity stunned, "But you said you wanted me to find gems." That was actually true, but these three diamond dogs were willing to play dumb to it...literally.

Yes!" said Spot, "find and then dig."

"Dig?" Rarity exclaimed.

"Yes. Dig," said Fido.

"Ohh..." Rarity groaned wearily as she feebly began to fuss over the dirt. The three diamond dogs were most annoyed.

"What are you doing?" Fido replied, "we said dig!"

"Forgive me," said Rarity indignantly, "but prior to you so rudely knocking out my intern and friend Mario and then dragging me into your dirt pit, I had a pony-pedi and I'm not about to chip a hoof because you dislike my style of digging." Rarity began to timidly dig her hoof into the dirt. Her prissy nature was straining the diamond dogs' patience.

"Oh for goodness-Fine!" Rover snapped, "Just stop. Stop! Dig, dogs! Dig! And Fast!" A group of their guard dogs appeared and began to dig up the gems, yelping and barking as they did so. Rarity just smiled, pleased with herself, but not for long.

"She won't dig," Fido proposed, "She pulls." They then grabbed a rusty harness that was connected to wagon and brought it towards her.

"I beg your pardon," said Rarity as she diamond dogs roughly put the harness on her, "but what, pray tell, are you doing?"

"Others will dig," Fido answered, "You will haul wagon."

"Prrrecious pony-pedi will be preserved," said Spot, thinking they had overcome Rarity's hoof issue.

"Well, somepony certainly needs proper nail care," Rarity retorted as she notices the diamond dog's sharp, uneven claws as they were holding her still to secure the harness, "When was the last time you two had a manicure? You're scratching up my coat with those jagged things!"

"Please be quiet!" Rover snapped, getting in her face.

"Good heavens, what is that smell?" Rarity asked disgusted.

"Smeeeeeell?" Rover said slowly, exhaling a terrible stench into Rarity's face. Rarity managed to keep her composure despite the disgusted cloud of bad breath.

"Ah, mystery solved," said Rarity simply, "it's your breath." Rover looked stunned as he exhaled into his hand and took a sniff. He stiffened a bit before getting very irritated.

"Enough!" Rover snapped, "Search, pony!"

"Well, since insist," said Rarity as she began to mark down dig spots for gems as she pulled her cart about while the guard dogs continued to dig the gems up. However, Rarity made it her mission not to keep her mouth shut, "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 I when I try to take a deep breath, the stench of all your dogs makes me nauseated."

It was then some dogs that were digging got a huge stalactite from the ceiling to crash down on them.

"You look and smell like you haven't bathed in weeks," said Rarity as she passed by two more guard dogs, "Haven't you all heard of soap? You all could use a good round of soap and water." The two dogs sniffled their armpits, only to stiffen and pass out.

"Oh water, oh water, I'm terribly thirsty," Rarity demanded, "Could I please have some water?" The three main diamond dogs were gritting their teeth and covering their ears from Rarity's talking.

"Good gracious, I can't take this anymore," Spot snapped, "Be quiet, pony!"

"And that's another thing," Rarity added indignantly, "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!" said Rover in irritation, "It-it-it hurts!"

"Whining!" Rarity exclaimed, "I am not whining. I am complaining. Do you want to hear whining? Thiiiss iiis whiiining! Oooh, this harness it 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?!" By now Rarity's rants were becoming unbearable. Even Fido had to dive underneath the pile of gems inside the wagon to try and block out Rarity's voice. The other dogs were covering their ears with painful expressions on their faces.

"Aaah!" Spot screamed, "Make it stop!"

"Stop whining!" Rover bellowed.

"But I thought you wanted whiiining!" Rarity ranted dramatically.

"Geh! We'll do anything, pony!" Rover pleaded before realizing what Rarity had said before about being called "pony", "Oh, uh, uh, we'll do anything, "Miss Rarity"."

"Anything?" said Rarity dreamily.

One would have thought that Rarity would have used this opportunity to escape, but instead, she had the dogs decorate their cavern with some yellow fabrics. Rarity had two dogs fanning her while she drank some water from a gold cup.

"This water is hardly sparkling," said Rarity with a sigh, "But I suppose it will have to do." As she relaxed with her water, the three main diamond dogs were busy pulling the wagons loaded with gems.

"Wait!" said Rover panting from the heavy wagon, "Why are we doing this?"

"To stop the awful noises from the pony's mouth, remember?" Spot answered with a whine.

"Yes, yes, I know," Rover replied, "This is ridiculous! Letting a pony order us around. What are we? Mice or Dogs?"

"Mi...dogs?" Fido and Spot answered.

"Dogs do not pull," said Rover, "Ponies pull. Let her make the awful noises." The other diamond dogs nodded in agreement. They made their way towards Rarity, spilling her water and slapping the harness onto her back.

"What are you doing?" Rarity demanded as she saw her spilt drink and felt the harness on her backside, "Hey, you spilled my drink. Oh!" Then added with a whine, "Not soo tiiight!"

"Ha! Make all the noises you want," said Rover and slapped her flank, "But move while you make them. Hyah mule!"

I don't know what was more offensive: the fact Rover slapped Rarity's flank like she was livestock or the fact he called her a mule.

"Did you just call me a...mule?" Rarity asked, showing she was deeply hurt. Apparently, the latter was more offensive in her opinion.

"Ehh..." said Rover nervously as tears formed in Rarity's eyes.

"Mules are ugly," Rarity said sadly, "Are you saying that I too am ugly?" Rarity knelt on the ground and began to cry loudly.

"What are these noises?" Spot asked dumbly.

"He called me ugly!" Rarity sobbed.

"No! Mule!" Rover corrected, "I said mule!"

"An ugly old mule!" Rarity sobbed, "And it's true! Just look at me. I used to be beautiful, but, but nooow..." Rarity cried harder.

"No, no!" Fido replied, trying to make the crying stop, "You're still beautiful, po...uh, Miss Rarity."

"You're just saying that!" Rarity whined in her tears.

"No, you're still pretty and...and..." Spot stuttered.

"Oh, uh, uh, nice," Rover added, "yeah."

"I don't believe you!" said Rarity, "You never liked me!" She then started to wail.

"Oh, I've had just about enough of this!" Rover groaned as the dog covered their ears to block out Rarity's painful cries.

It was then the other ponies and Spike were in hot pursuit of locating Rarity.

"We're getting close," said Twilight, "I can feel it." They soon could hear Rarity's crying in the distance.

"It's coming from down here," said Spike, "Come on!" They soon arrived at another intersection.

"She must be in there," said Rainbow as she heard the crying at its loudest behind a barred door. Suddenly, they were all surprised as some guard dogs, also called mook dogs, jumped on top of them.

"Hey!" Mario exclaimed as he and the other five ponies were muzzled.

"More workhorses," the mook dogs said.

"Hoh, doggies," said Applejack, "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." The other ponies wasted no time acting like bucking broncos and within seconds, they knocked all the mook dogs off their backs, including the muzzles, except for Twilight, who still was wearing her muzzle. The mook dogs growled at them.

"Time for my redemption," said Mario, "Come on! Spike, you said you wanted save Rarity." The two charged the pack of mook dogs. The other five ponies just gasped, unsure of what Mario and Spike were going to do as Mario transported himself, Spike, and the mook dogs to a battle setting with his magic.

"Let's a-go!" said Mario.

"Okey-dokey!" added Spike.

(cue favorite RPG battle music again)

With Mario and Spike on the left, with their five friends behind them. The six mook dogs stood menacingly at the right. Spike noticed something.

"I don't think we can stomp these guys," said Spike as he pointed at the mook dog's spikey helmets.

"Not a problem," said Mario as he reached into his saddle bags and handed Spike a large black hammer.

"Sweet," said Spike, clutching the hammer close as a grinding smile appeared on his face. Mario grabbed his own as he walked up to one of the mook dogs, reeled back...glowed for a second...

WHAM!

In one strike, the dog poofed...showing the dog was out of the battle before it could even attack.

"My turn!" said Spike as he went to strike. Spike reeled back, glowed for a second.

WHAM!

While Spike didn't knock out the dog, it still flinched at the attack. Now the mook dog's took their turn. The dogs created holes in front of both Spike and Mario. They chose their targets to attack, but as they popped up, Mario and Spike whacked them with their hammers. Two of the five remaining dogs, went to Mario. One hit made them poof. Spike only made one dog poof, but he nailed the other two.

"Here we go!" said Mario as he whacked the next dog, making him disappear. Spike then whacked the last dog and the fight was finished.

(Battle end)

"Alright! Yeah!" Mario and Spike cheered as they shared a fist/hoof bump. The other ponies cheered as the fight ended, they returned to their original environment, and the defeated mook dogs ran away.

"Yeehaw! Get along, little doggies!" said Applejack.

"I've never seen a fight like that before," said Rainbow, "that was awesome."

"Eh," said Pinkie bored, "it would have been better if some flagpoles had appeared after the fight showing they gained experience. Or if one of them leveled up and we saw numbers next to them showing their stats going up. Maybe even add a bonus wheel for an additional stat bonus?" Everyone just gave Pinkie funny looks.

"Just my opinion," Pinkie replied plainly.

"You are so random, Pinkie Pie," said Mario with a bored look as he finished putting away the hammers into his saddle bag. Just then they heard some loud crashing and clattering inside the barred door.

"I'm coming for you, milady," said Spike as he hoped on Twilight and broke off a stalactite from the ceiling to create himself a sword, "Hi-ho, Twilight! Away!" He whipped the muzzle that was still on her nose. Twilight glared.

"And just what do you think you're doing?" Twilight asked indignantly.

"Please, Twilight," Spike pleaded, "Just give me this."

"Eh...fine," said Twilight with an eye roll. She gave a horse-like neigh and charged through the barred door, which smashed to pieces easily as the rest of the ponies followed behind.

"Lady Rarity," said Spike boldly, "I'm here to save you!" But the moment was interrupted as the three diamond dogs were screaming...for their lives?!

"Save us! Please save us!" they pleaded to the ponies, "Make it stop! Please!"

"Excuse me?" Twilight asked puzzled.

"Wuh?" Mario added in confusion.

"So picky," said Spot.

"And critical," Fido added.

"She won't stop talking," said Spot.

"And crying," said Fido.

"We, uh, give her back," said Rover, "Yes." Rarity then appeared before them with a large wagon loaded with gems.

"Rarity!" said Spike as the others smiled, "You're safe!"

"Why, yes. Hello, girls and Mario," said Rarity, "You arrived just in time to assist me."

"Assist you with what?" Applejack asked puzzled.

"With those," said Rarity as she pointed to wagons loaded to the brim with gems of all shapes, sizes, and colors.

"You're letting her leave with all these...jewels?" Spike asked, his eyes sparkling at them all.

"That's quite a haul," Mario added in amazement.

"Yes," said Rover as he and the other two diamond dogs cowered behind some rocks, "Take them. And her with them."

"Please!" Spot begged. The other ponies just exchanged smiles, hooked themselves up a single cart each. (Even though Mario offered to transfer them all into a long train of his freight cars, they refused.) They then made their way above ground and out of the area.

"I can't believe you found all these gems!" Pinkie Pie told Rarity excitedly.

"Heh, I can't believe you tricked all those dogs," said Rainbow, clearly impressed.

"Just because I'm a lady doesn't mean I cannot handle myself in sticky situation," said Rarity, "I had them wrapped around my hoof the entire time."

"Point taken," said Mario, "but considering how dirty and smelly the place was..."

"Oh please darling," said Rarity, "I can a handle dirt and bad smells as good as any other pony."

"Guess you're right," said Mario, "You're hooves are coated in dirt." Rarity looked down and noticed how dusty her fore-hooves were. She squealed and began to wave her fore-hooves about.

"Oh, ew, ew, ew, ew, ew! Get it off! Get it off!" Rarity cried out when everyone else chuckled to themselves. Rarity felt very embarassed and irritated until Mario grabbed a clean cloth and wiped them clean. So clean that they even sparkled.

"Thank you," said Rarity, grateful but still a little embarassed. That was when Twilight chose to speak up.

"I can't wait to write to Princess Celestia to tell her what you taught us today," said Twilight.

"Me?" Rarity asked curiously, "What did I teach you?"

"Just because somepony is ladylike doesn't make her weak," Twilight explained, "In fact, by using her wits, a seemingly defenseless pony can be the one who outsmarts and outshines them all."

"Hm..."Outshines" is right," said Spike as he was munching on a red gem inside of Rarity's cart, "Now you two have enough gems to cover Sapphire Shore's costumes."

"Not if you eat them all, Spike," said Rarity as she used her magic to pull the half-eaten gem away as Spike ended up banging his teeth onto nothing. The other ponies laughed.

"Hey, Rarity," said Mario once the laughter died down, "I wanted to..."

"Stop right there, Mario," said Rarity, "I don't blame you at all for being captured. Those diamond dogs were tricky and you were willing to risk getting hurt to protect me. I am very grateful to you and Spike for finding me, as well as the others." Mario just nodded and smiled as they continued their journey back to Ponyville.

Ironically, the idea of spending hours creating gem studded outfits sounded very relaxing.

I apologize of I seemed to have over did it with the Mario RPG references here, but the newest Mario and Luigi game come out today. I'll ease off until I find it more convenient to put these little parodies in.

Peace Pony Fans!

Green isn't Your Color.

Pony's Log Number 120: Keeping secrets can be such a pain in the flank. It's worse when you're the middle pony between two friends who won't be honest with each other...

One afternoon, Fluttershy was sitting quietly reading a magazine in the waiting area of the Ponyville Spa building. She was waiting for Rarity to arrive. In recent times, the two ponies had been making weekly visits to the spa to spend time with each other, get caught up in each other's lives, improve their friendship, etc. Mario was once invited to join them...until Fluttershy mentioned that Mario could get a waxing, which he declined and offered to watch the Boutique while the two ponies had their fun.

(In the pony world, a waxing treatment is the same except it serves to thin out a pony's coat without removing it completely, but it is still a painful procedure!)

Fluttershy had been reading for a while when Rarity finally arrived.

"So, sorry Fluttershy," said Rarity, wearing a peacock style hat and removes it, "I hate being late for our weekly get-together..." She turned to one of the spa ponies, "...the usual." The spa pony smiled and zipped away. Soon the two girls were wearing some spa robes (Rarity's had a Fancy R on hers.) in the steam room as a spa pony dumped some hot water over some rocks to create steam.

"But you will not believe what happened to me," said Rarity.

"Is everything all right?" Fluttershy asked concerned.

"Oh, it's more than all right," Rarity answered, "I was on my way here, wearing my latest hat creation, when who should stop me on the street but Photo Finish!"

"Photo Finish?" said Fluttershy surprised. The spa pony poured more hot water to make more steam. But it wasn't much longer before they had moved on to the next room for facials, hoof-i-cures, and messages. They also had their hair wrapped up in towels.

"She is the most famous fashion photographer in all of Equestria," Rarity explained as the spa pony applied some facial cream on her face and cucumber slices over her eyes, "Anywho, she saw my hat and said it was absolutely marvelous!"

"What a lovely compliment," said Fluttershy. She also some facial cream on her cheeks as they moved onto the hoof-i-cures.

"She was so impressed that she want to take some pictures of my shop featuring some of my clothes," said Rarity excitedly as the spa ponies gave them both a horn filing, until one realized that Fluttershy didn't have a horn being a Pegasus. Then Rarity realized something and added, "and some of Mario's as well. He's been working so hard since becoming my intern. I know he's only been working for me for a short while, but I am considering promoting him to my top assistant."

"That's wonderful, "said Fluttershy, giving a cute squee to show her excitement.

"D-d-d-d-do y-y-y-you-u-u kn-kn-know w-w-what t-t-t-his c-c-c-could m-m-mean f-f-for m-m-my f-f-fashion c-c-career?" said Rarity, her voice vibrating as she now lay on her stomach and another spa pony gave her a firm back massage while Fluttershy received a much gentler one.

"Oh Rarity, I'm so happy for you," said Fluttershy. They then shifted to some mud baths.

"But I'm going to need somepony fabulous to model for me," said Rarity as she was now covered in sea kelp, "Somepony with beauty. Somepony with grace. Somepony...like you?"

"Oh goodness," said Fluttershy, already enjoying the mud, "I don't know."

"Oh, this is such a huge opportunity," said Rarity, both girls have now moved on to some hoof baths, "And it would mean so much to me."

"I'm flattered, really," said Fluttershy.

"Nopony is going to have your elegance and poise," said Rarity as they were not reclining on some lounge chairs. Rarity had her mane tied up while Fluttershy left hers down.

"But..." Fluttershy tried to protest.

"Nopony!" said Rarity firmly.

"There has to be somepony more quali..." Fluttershy suggested but was cut off again.

"Please!" Rarity asked.

"Somepony more into fashion..." Fluttershy tried to continue.

"Please!" Rarity repeated, now pleading.

"Somepony more comfortable in the spotlight," Fluttershy added, really making it clear she was not up for the role.

"Please, please, pleeease!" Rarity begged, not willing to take no or any excuses for an answer, and gave Fluttershy a pouting sad lips.

"Oh, if it's that important to you," said Fluttershy reluctantly, "of course I'll do it."

"Oh, thankyouthankyouthankyouthankyou!" said Rarity excitedly, "You are the best friend a pony could ever have!" It wasn't much longer before their treatment was done and Fluttershy was feeling very satisfied.

"What a wonderful way to spend an afternoon," said Fluttershy with a content sigh.

"Isn't it?" Rarity replied.

"Maybe we should invite Mario next time," said Fluttershy, "I was only kidding about the waxing. They don't even do them anyway."

"We can ask him later," said Rarity, "Thought 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 then headed back inside, changed into her spa robe once more and moved the changing screen out of the way.

"The usual!" she announced as the two spa patrons smiled excitedly.

Why wouldn't they? Rarity was giving them twice the business in a single day!

(Theme song)

Fluttershy was now standing on a platform as Rarity had her put on a sparkly purple dress with a matching feathery headset. Rarity was just pacing about examining the dress as Mario just hummed to himself as he examined the outfit.

"I don't know Rarity," said Mario, adjusting his work glasses, "This outfit just doesn't really complement Fluttershy."

"What's that supposed to mean?" Fluttershy asked him annoyed.

"It's not you and quit being so sassy," Mario remarked, "A good model complements the outfit she is wearing after all and this dress just doesn't bring out your natural beauty and poise."

"Maybe so, but Photo Finish has certain standards that must be met," said Rarity, "Hm...She's going to want to see attitude and pizzazz."

"A-a-attitude and, um...pizzazz," Fluttershy stuttered.

"You've already shown me you've got attitude," said Mario, "You're just missing the pizzazz." Fluttershy just stuck her tongue out at him and Mario just rolled his eyes at her. Twilight and Pinkie, who were there to help Rarity out, began to snicker on the other side of the room.

"More light!" said Rarity. Twilight used her magic to adjust the position and intensity of the lights so they were focused on Fluttershy to bring out the outfit, "It has to catch the sequins just so or the whole outfit is just a disaster. Oh, and the headdress needs more feathers. Pinkie Pie! More feathers!" Pinkie Pie bounced up to Fluttershy carrying a basket of feathers in her mouth. She then tucked a few into the headset to increase the volume before bouncing away. Fluttershy gave a discreet eye roll as the feather adjusted into place on their own.

"And sequins!" said Rarity, "More sequins!" Spike then came with a basket of sequins and ribbons and Rarity began to place them around the headset, causing it to sparkle. Fluttershy just whimpered.

"And more ribbons! On no! Less ribbon," said Rarity, "No! More ribbon." Spike continued to add and remove items at a frantic pace. Fluttershy squealed at all the fussing and had an irritated glare on her face.

"Oh, this hem is completely off," said Rarity, "Pincushion!" Spike then came towards Rarity on all fours with several needles sticking into his back. Rarity took a few pins out of his back before shooing him away indignantly.

"Thank you," said Rarity as she fixed the hem and turned to everyone else, "thank you all for helping me. I'm sorry to be so short with you, but I'm...I'm just so nervous."

"No worries Rarity," said Mario as he held the hem in place, "I'm used to it. Twilight yells at me all the time when we have short notice projects."

"Do not!" Twilight protested as Mario chuckled.

"Lighten up, Twi, I was only teasing," said Mario, "My point is that we know that if Rarity is snappy, it's nothing personal, it's just business." Rarity just smiled as Twilight noticed all the needles sticking out of Spike's back.

"Oh, doesn't that hurt?" Twilight asked, making a painful expression on her face.

"Thick scales," said Spike, "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." Twilight just made an annoyed face.

"I'm gonna tell you two a secret," said Spike in a low tone, "But you have to promise not to tell anyone."

"I promise," said Twilight.

"Cross my heart and hope to fly, stick a cupcake in my eye," said Pinkie, even making gestures as she covered an eye with a fore-hoof. Spike looked about cautiously before waving at them to come closer, then again to get closer, then again to get even closer. When they were just a foot apart, he leaned in and said:

"I have a crush on Rarity!" Pinkie gasped while Twilight looked apathetic.

"Give me a break," Twilight remarked with an eye roll, "Everypony already knows how you..."

"Twilight!" Pinkie cut her off, "You promised Spike you wouldn't say anything. He trusts you. And losing your friends trust is the fastest way to lose a friend forever!" As Pinkie said this, Spike gave Twilight puppy dog eyes, begging her not to say anything as he folded his claws together in a pleading gesture.

"But..." Twilight tried to protest.

"Forever!" Pinkie said as if she was telling a scary story.

"My lips are sealed," said Twilight, "Thought I'm pretty sure Rarity is gonna pick up on your feelings." Spike then looked down at himself. From out of nowhere, he was now wearing a t-shirt with Rarity's head in the middle of a red heart. Before Spike could reply, the doorbell rang and a sky blue pony with white hair appeared. She was wearing a vertical black and white stripped blouse with black skirt, magenta neck scarf, and some black sunglasses with magenta lenses. She was...Photo Finish! She also had two pony assistants behind her wearing white jumpsuits that had different flashy designs.

"I, Photo Finish...have arrived," she announced boldly with a thick Austrian accent and making a few poses as she spoke. Rarity and Mario smiled excitedly.

"Welcome to the Carousel Boutique, Miss Photo Finish," said Mario.

"Let me just say, what an honor!" said Rarity excitedly. Photo said nothing in return, walked past Rarity, and just noticed Fluttershy on the stage.

"We begin...now!" said Photo Finish, with one assistant dropping a suitcase on the floor that instantly transformed into a camera sitting on a tri-pod. She took a couple of pictures while Fluttershy was looking rather nervous.

"Attitude and pizzazz!" said Rarity to Fluttershy.

"Yes! Show Photo Finish something," Photo Finish added as Fluttershy made a confident pose on her hind legs.

"No!" Photo Finish replied, making Fluttershy cower back, "Yeees!" Rarity then gestured for Fluttershy to give a confident smile. Fluttershy gave an awkward smile.

"No!" Photo Finish shouted, making Fluttershy retract again into a frown, "Yeees!" Fluttershy then tried again to show some confidence for another picture with a dynamic pose.

"No!" Photo Finish repeated, making Fluttershy squat low to the ground, "Yeees!" Mario began to notice that Photo Finish was only taking her pictures when Fluttershy was being shy, rather showing any attitude or pizzazz. He hoped Rarity was making a note of that.

"Enough!" said Photo Finish before packing up her camera, the assistant grabbed the suitcase and she walked away without another word. Everyone was stunned for a few seconds.

"She hardly took any pictures," said Twilight as Photo Finish walked by.

"I'm so sorry," said Fluttershy as Rarity removed the headdress, "I tried my best."

"Well, the headdress is too big for you and cape had too much sparkle," said Rarity, the disappointment clearly in her tone, "I can't believe I ever thought I could impress her."

"Don't you mean we?" Mario asked, but didn't wait for an answer, "besides, I don't think it was the outfit..."

"It seems that I, Photo Finish..." the fashion photographer had returned and cut Mario off, "...have found the next fashion star here in Ponyville."

"Really?" said Rarity. Mario didn't reply.

"Yes. Really. And I, Photo Finish, am going to help her shine all over Equestria," Photo Finish announced, making Rarity give a light squeal, "Tomorrow, a photo shoot in ze park." She paused impressively, making a pose.

"I go!" With that said, and giving a very dynamic pose, Photo Finish was gone like the wind. Rarity was very excited as she watched Photo Finish make her exit.

"Did you hear that?" Rarity said to everyone else, "I am going to "shine all over Equestria"." Mario blinked for a moment.

"Umm...I don't think..."

"Oh Rarity. I was so worried I'd ruin everything," said Fluttershy with relief. cutting Mario off.

"Umm...girls..." Mario tried again.

"Oh, never, I knew you'd be perfect," said Rarity as she excitedly giggled. Rarity began jumping up and down excitedly. She was so excited that she didn't even notice that she was stomping on Spike tail continuously. Poor Spike was so lovesick at having Rarity next to him that he didn't even bother to move his tail out of the way until Twilight dragged him away herself. Mario just sighed quietly.

How am I gonna break it to Rarity that it's not HER that Photo Finish wants to shine all over Equestria? He asked himself.

He spent all morning trying to tell Rarity the truth, feeling that she needed to know the truth before she learned it the hard way. But as much as he tried, Rarity was too busy to listen, even going so far as to scold him for bugging her so much. After that Mario just continued his work without another word.

Guess Rarity will just have to learn this the hard way, Mario told himself, But...I better get some extra tissues and ice cream on standby.

Mario did just that when he got the chance to exit the shop, but nearly risked being late as Rarity was ready to go to the park for the photo shoot. Once at the park, Rarity had a screen set up so Fluttershy could change while the other outfits he and Rarity had assembled together were hanging on a wheeled clothes rack. Mario waited impatiently outside the dressing screen as Rarity and Fluttershy went behind it with the outfits between them.

"No, no, no, yes!" said Rarity from behind it, as she tossed one outfit after another from behind the screen until she found the right one, "That is definitely the one. Photo Finish is going to love it. Everypony is going to love it."

"I hope you're right," Mario muttered to himself as Fluttershy came out wearing a white suit that was covered in light blue gems.

"Oh, I am so excited for you," said Fluttershy, "Just don't forget us little ponies when you become the most famous designer in all of Equestria."

"Never," Rarity answered.

"What about me?" Mario asked. He had been getting a good name for his fashion designs as well. He might not be seeking to be the best fashion designer, but he still wanted to feel acknowledged.

"Mario, there's a star in every show. You're just the background pony," said Fluttershy smugly.

"Well, thanks alot!" Mario snapped indignantly as the two girls giggled to each other. It was then Photo Finish arrived on her own personal palanquin that was carried by four stallions with her two assistants behind it.

"Put me down here," said Photo Finish as the stallions lowered the palanquin so she could hop off. She looked at Fluttershy before shaking her head.

"Oh, nonononononono," said Photo Finish, "The model should be in something simple. Something inspired by..." she looked at a nearby tree, "...the nature!" Rarity and Fluttershy were taken aback a bit before Rarity quickly tried to recompose herself.

"That's just what I was thinking," said Rarity, "Um..." Rarity then shoved the rack of outfits away with a hind leg...and taking Mario with them.

"Wah!" Mario cried out as he and the clothes rack rolled out of sight and crashed into the distance.

"...give me a moment and I'll, uh, put a little something together," Rarity finished as she tried to come up with an idea on the moment.

"Yes...that will not be necessary," said Photo Finish.

"But...but...how are you going to help me "shine across all of Equestria" if I don't design something new for these pictures?" Rarity asked in shock.

"I'm not going to help you shine across Equestria," said Photo Finish, "I am going to help her shine. She is my star. You! Go!" Rarity gasped, her eyes glossy as Photo Finish's two assistants dragged Fluttershy away. It was a couple of minutes later that Mario had returned with the discarded outfits. Rarity looked at him sadly.

"You...you knew she was talking about Fluttershy didn't you?" she asked Mario. Mario nodded. Rarity became angry.

"Then why didn't you..." Rarity demanded.

"Think back to last night and this morning..." Mario reminded her sternly. Rarity looked indignant before she remember all the times she had brushed him off..and scolded him. Her angry demeanor soon melted in shame, tears trying to escape her eyes but she held them back. Mario pulled her into a hug.

"I hope you know...I never meant to tune you out," said Rarity quietly, "I was just so excited and I...I'm sorry."

"I forgive you," said Mario, "I was hoping I'd be wrong. I know how much this meant to you." Rarity pulled away and the two began to pack up and head back Boutique when Fluttershy returned, now wearing a simple green dress with a flowery headband. Mario could tell by the sadness in Fluttershy's face that she didn't want to take away Rarity's dream, or had meant to.

"I can't, Rarity," Fluttershy told her sadly.

"Oh, but you must, Fluttershy," said Rarity, "Photo Finish wants to make you a star. This is the opportunity of a lifetime. I know we were both hopping 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!" Fluttershy clearly didn't want to, but Rarity was right in her face as she begged Fluttershy to do it. Fluttershy glanced over to Mario, who just gave her a concerned look.

"You decide what you feel is right," Mario mouthed to her in a voice only she could hear, "Don't let Rarity force you." He knew Rarity was just being considerate and that she was more disappointed than she was willing to show.

"Flootershy! It is time to make..." Photo Finish paused again, "...the magics!" Fluttershy just sighed as she went over to her without another word.

"Oh, wunderbar," Photo Finish told her, "You are like a delicate flower. So much more alluring without all those sparkles and feathers." While it can be said Photo Finish was only trying to encourage Fluttershy, Rarity felt rather hurt learning that Photo Finish hasn't liked the dress they had designed at all.

"Guess you were right about those dresses, Mario," said Rarity quietly, "I should have listened to you." Rarity walked sadly away as Mario followed quietly from behind. While he did wish the girls would listen to him more, he didn't want them to have to learn that lesson like this.

It wasn't long before Mario and Rarity it had returned back to the Boutique. Mario offered her some comfort in case she needed a good cry, but Rarity calmly declined and just asked if she could sew alone for a while. Mario conceded but promised to be back later to make sure she was okay. He hadn't been gone for a few minutes when Pinkie and Twilight arrived to see her.

"How'd it go? How'd it go?" Pinkie asked excitedly as she bounced on all four of her hooves.

"It didn't," said Rarity in a depressed tone, "Photo Finish wanted to work with Fluttershy, not me." Rarity then tucked on the black cloak she had made from her sewing.

"Oh Rarity, I'm so sorry," said Twilight, "Is there anything we can do?"

"I just vant to be alone right now," said Rarity as she pulled the hoodie over head and turned away.

"You heard her," said Spike, "She vants to be...alone." Spike shoved Twilight and Pinkie out before walking over to her with in a lovesick daze until Twilight roughly pulled him out.

"What? I didn't think she meant alone alone," Spike replied, getting glares from both Twilight and Pinkie.

Meanwhile, Photo Finish and her associates were busy getting Fluttershy ready for her big runway debut. Fluttershy was clearly feeling overwhelmed as the two assistants were fussing over her soft pink mane. She was currently wearing a teal-green dress with a multi-layered skirt, some ballet style green shoes on her fore-hooves, and her mane was tied upward with a silver tiara hairclip. One assistant was busy putting make up powder on her face while the other was putting on some blush to make her cheeks extra rosy. Fluttershy squeaked at all the make up being put on her face.

"Too much blush," said Photo Finish and the assistant wiped some off.

"Not enough," Photo Finish retorted and the assistant applied more.

"Too much."

"Not enough."

"Perfect," said Photo Finish at last.

"Ah...aaah...choo!" said Fluttershy, giving a very tiny sneeze.

"Oh yes! Even her schneezes are graceful," said Photo Finish, "Now go!" Her assistants quickly took their leave as Photo Finish and Fluttershy made their way towards the stage.

"How do you feel?" Photo Finish asked Fluttershy, "Excited? Overjoyed? Thrilled beyond your wildest dreams?"

"N...nervous," said Fluttershy timidly.

"Nervous?" Photo Finish exclaimed, "Dun be ridiculous. You're only facing a large crowd of ponies who will be watching your every move and silently judging you." Fluttershy cowered fearfully as the music began to play.

"Your cue! Now go!" said Photo Finish, giving Fluttershy a hard shove forward towards the start of the runway. Fluttershy nervously stepped forward a bit.

"No seriously..." said several upscale and fashion experienced ponies as they began to examine and chatter about her. Others were also taking pictures of her with their cameras. Despite everything in her body telling her to run, Fluttershy remembered why she was there.

"You can't let Rarity down," Fluttershy told herself, "You must do this. You must. You must. You must." Soon Fluttershy found a small comfort zone on stage. While she tried to smile and pose, she still was rather timid, shy, and reserved. However, the fashion ponies loved it.

"So graceful," said a pony named Lyrice Lilac.

"So lovely," added a pony named Royal Ribbon.

"So perfect for my new advertisement," said Hoity Toity.

It wasn't much longer before Fluttershy was a major fashion superstar. She began to make the front cover of several fashion magazines. She was even given the red carpet treatment for a premiere. A long white carriage appeared as Fluttershy and Photo Finish made their way inside the building with fans cheering. Rarity, wearing her peacock style hat, and Mario were right behind them. Only to be cut off by security and denied access. Rarity was taken aback. Mario approached, speaking in what sounded like Italian gibberish to explain they were on the list, but were still denied. Mario just groaned and Rarity felt indignant.

Soon others were sponsoring Fluttershy on their goods and products, including Sweet Apple Acres apples now had the yellow Pegasus's face on the crates as Applejack sold her apples proudly. Rarity and Mario gasped in surprise since they had come to visit the orange pony. They then looked up into the sky and some of the Pegasus ponies were advertising Fluttershy on a large banner as they flew by. Mario just looked while Rarity growled angrily. Mario figured that this would happen at some point. He had felt the same way when someone else became famous after he had been "retired" from the track team.

Rarity was getting jealous.

However, Fluttershy's new life in the spotlight wasn't all daisies and roses either. One day, the yellow Pegasus was just trying to fly and do something less exciting with her life when...

"It's Fluttershy!" a pony names Shoeshine shouted and soon other ponies were shouting excitedly as they chased after her. Fluttershy tried to run away, but was soon ambushed by paparazzi ponies wanting to take her picture. Seeing that running wasn't an option, she tried to fly away, but was soon bombarded by cameras and paparazzi in the air as well. Fluttershy then took off for the first place that came to her mind, Carousel Boutique.

Rarity was currently working on another dress and Mario was helping her again. Work had been pretty quiet until they heard the bell ring and saw Fluttershy ducked behind the door as ponies tried to peer inside, shouting and trying to get her picture once more. Mario narrowed his eyes and stomped towards the front door and stepped out.

"Get away from my sister you wanna-be parasprites!" Mario yelled before slamming the door and shutting the curtains so they would go away. Mario knelt beside Fluttershy and helped the Pegasus to her hooves.

"Are you alright, Fluttershy?" Mario asked concerned. Fluttershy just smiled and gave a nod. Rarity, however, was less sympathetic.

"Wow. Look how popular you are," said Rarity, her voice brimming on the edge between jealousy and sarcasm, "I'm so excited for you. You must be having the best time ever."

"Oh, yes," said Fluttershy in a tone that was far from casual, "Best time ever..." One could feel the awkwardness on the room and Mario was about to open his mouth to retort when a certain photography pony arrived.

"Flootershy! I have been looking for you everywhere," said Photo Finish.

"Just follow the paparazzi," Mario remarked annoyingly, but Photo Finish got in front of him.

"We have the thing at the place," Photo Finish told her.

"I'll see you at the spa? Our usual time?" Fluttershy asked as she flew out of the boutique.

"Of course!" said Rarity, "I can't wait to hear all about the... "thing at the place." That last part was said with bitterness but Fluttershy had already left.

"I'm the one who should be mobbed by strangers wherever I go," Rarity muttered jealously.

"Rarity, take it from someone who used to get mobbed by strangers and fans," said Mario, "it's not as great as you think...in fact, it can get downright..." Mario was then cut off when the bell to the boutique rang again and two mares walked inside.

"Welcome to the Carousel Boutique!" said Rarity, trying to be professional and cheerful towards the two mares that had entered the shop. One of them Mario recognized as Bon Bon.

"Is she still here?" Bon Bon asked, "We heard Fluttershy was here."

"Sorry. You just missed her," said Rarity, "But you're still in luck. I'm having a huge sale on some of our best designs."

"and you are...?" Bon Bon asked indignantly.

"Rarity, of course," said the marshmallow pony, "and you know my assistant Mario. He visits your shop regularly for your chocolate truffles."

"Never heard of you," Bon Bon replied. Rarity and Mario gave her death glares, knowing full well Bon Bon knew who they both were and was too focused on being star struck to see that. Nevertheless, Mario wouldn't be buying anymore of Bon Bon's candy after that remark.

At least for a while, he loved her chocolate mint and chocolate peanut butter truffles.

The "thing at the place" was actually an exhibit where Photo Finish was answering some questions regarding her latest photos of Fluttershy to some news reporter ponies.

"Obviously I, Photo Finish, am thrilled to have found her," the photography pony exclaimed as she gestured towards Fluttershy and the reporters continued to take pictures.

"Photo Finish?" Fluttershy tried to ask, but Photo Finish was too full of herself to hear the yellow Pegasus.

"She's a natural in front of the camera," Photo Finish continued.

"Um...Photo Finish?" said Fluttershy.

"I only need to point and shoot, and I capture...the magics!" Photo Finish said as she made a pose and the reports began to take more pictures of Fluttershy.

"Over here!" "Fluttershy, over here!" the reporters shouted.

"Photo Finish, I'm so sorry to interrupt," said Fluttershy, finally getting her attention, "It's just that I'm running late..." Photo Finish gasped.

"How could I have forgotten?!" said Photo Finish, "Your appearance at the ballet opening. Everypony who is anypony will be there."

"Oh, actually I'm supposed to be meeting my friend..." Fluttershy tried to explain.

"We Go!" said Photo Finish, pushing Fluttershy away from the reporters and before Fluttershy could finish her explanation.

Meanwhile, Rarity was just sulking inside a large jacuzzi style bath. Despite being in the water, she was wearing a towel over her mane as she waited for Fluttershy to show up. Mario had actually joined her this time, but was in another room getting a relaxing back message for the moment. Twilight had also stopped by for a day at the spa herself. She was still in her spa robe when she made her way towards the jacuzzi bath.

"My hooves are getting positively pruney," Rarity complained, showing her wrinkled fore-hoof to the purple pony, "I've been waiting here so long. Obviously Fluttershy's just too busy with her new career to spend time with her best friend."

"I'm sure she just got tied up," said Twilight.

"Of course she did," Rarity retorted bitterly, "She's a big bright shining star! I wish that star would burn out!"

"Rarity!" Twilight exclaimed, taken aback by her jealousy, "Fluttershy is your friend." Rarity knew Twilight was right. Mario had pointed out her jealousy earlier today too and now the reality of it began to make her feel very guilty.

"I know, I know," said Rarity sadly, "And I should be happy for her, but instead I'm just...grrr...jealous! Oh, please promise you won't tell her I feel this way. Please, please, pleasepleaseplease!" Rarity couldn't help but beg, even pleading to Twilight by leaning back so she was looking at the purple pony upside down.

"You have my word," said Twilight, "Losing a friend's trust is the fastest way to lose a friend..."

"...Forever!" said Pinkie, appearing out of the basket of bath sponges and slowly sunk back into them. Twilight was stunned as to how Pinkie could fit in a basket that was clearly smaller than her. Rarity hadn't really noticed as she went behind a screen, changed out of her bathrobe and towel and came out wearing a stunning red and white stripped dress.

"Wow! You look great!" said Twilight impressed.

"Fluttershy may be the one who's famous," said Rarity, "but that doesn't mean I have to stop looking fabulous." Rarity made her exit as Twilight sighed and relaxed in the jacuzzi. A few seconds later, Fluttershy arrived.

"Rarity, I'm so sorry I'm..." said Fluttershy, "Oh no, She's already gone, isn't she? I saw Mario and thought she was still here. He even said she was."

"Sorry," said Twilight, "but I'm surprised Mario didn't know Rarity left though..." Fluttershy was too upset the be worried about that. She was more upset that Rarity was gone.

"Oh, I can't believe this," said Fluttershy, "I'm so frustrated, I could just scream." Fluttershy inhales loudly and let out a...

"aaaaaaaaaaaaaaaaaaaaaaaaah..."

...very soft, but adorable little scream that left Twilight rather underwhelmed.

"Feel better?" Twilight asked.

"No," said Fluttershy, "Can I tell you something?"

"Of course," Twilight answered as Fluttershy got comfortable in the jacuzzi.

"You promise not to tell Rarity?" said Fluttershy.

"I swear," said Twilight.

"Pinkie Pie swear?" Fluttershy asked her in a serious tone.

"Cross my heart and hope to fly, stick a cupcake in my..." POKE "...OW!" Twilight had tried to gesture the Pinkie promise but forgot to close her eye when she put her fore-hoof against it.

"I don't like being a model," said Fluttershy, "No, I hate being a model. All the attention is awful, just awful. I'm only doing it because Rarity told me that I must. I must. I must!" Fluttershy imitated Rarity before she sighed to herself. "...I must..."

"Oh really?" said Twilight with a smirk on her face, she then looked around and then motioned for Fluttershy to scoot closer, "Well...if you wanna know the truth, Rarity..." Twilight was then cut off when Pinkie rose out of the sponges again, giving her a death glare, gesturing for Twilight to zip it, and then descended back into the basket.

"Oh, what where you about to say?" Fluttershy asked, puzzled by Pinkie's behavior. Pinkie popped out again.

"Forever!" Pinkie warned quietly before sinking back down into the basket again.

"Nothing!" said Twilight with a toothy grin. Fluttershy gave her a funny look before the two girls finished their spa treatment and found Mario still sitting on the longue in a spa robe. He was looking glum.

"Mario, what are you doing here?" Fluttershy asked.

"Rarity invited me," said Mario quietly, "but I just found out she left...without me..."

"Oh I'm sorry, Mario," said Twilight. She wanted to say more, but with Fluttershy nearby, she didn't want to break her pinkie promise, or see the pink pony appear again to warn her.

"It's okay," said Mario, "Rarity has alot on her mind. At least she didn't leave me with the bill."

"Did you get that waxing, big brother?" Fluttershy teased.

"They don't do those here," Mario retorted, "I just got a steam and a back message. Since Rarity left me here, mind if I hang out with you two?" Fluttershy and Twilight just smiled. Once Fluttershy had put on a large floppy hat with a white band and rose clip as well as some white and blue sunglasses. They made their way out of the Spa. Fluttershy had willingly filled Mario in about her feelings and he was now up to speed on the situation, and that included Twilight's pinkie promise dilemma.

"I was just thinking," said Twilight as she, Fluttershy, and Mario walked through town, "If you really don't like being a model, you could always quit."

"Yeah, little sister," said Mario, "I even said don't let Rarity force you into doing something that you're not happy with."

"Oh, no. I could never do such a thing," said Fluttershy, "Rarity would be devastated."

"Not really," Mario muttered under his breath so Fluttershy couldn't hear him.

"But Rarity told me..." Twilight tried to explain, but then Pinkie rose out of a nearby cart of apples. Eerie music could be heard as she gave Twilight a shaking head and a threatening glare, slowly taking a bite out of an apple.

"Mmm...Juicy!" said Pinkie as she continued to enjoy the apple.

"Uhhhhhh!" Twilight groaned, feeling torn about what to do now. Fluttershy had already dismissed

"Oh, if only all those ponies didn't like me so much," said Fluttershy, "Photo Finish wouldn't want me to model anymore. She'd find somepony else with...the magics!"

"I guess you're right," said Twilight and then paused when she realized something, "You're right. You're right, you're right, you're right!" Twilight began to hop about excitedly, bouncing before Fluttershy and Mario...until her excitement cause her to knock Fluttershy's hat and sunglasses clear off her face.

"It's Fluttershy!" said a pony named Gala Appleby and the poor Pegasus was soon swamped by a good dozen fan ponies as Twilight and Mario were buried alive. Mario pulled Twilight out of the crowd before going back for Fluttershy.

"Don't worry little sister I'll save you!" Mario called out as he pulled out a star cookie, "Twilight you go on and work on that idea of yours. I'll get Fluttershy out of here!" Twilight nodded as Mario gobbled up the cookie.

(cue invincibility music)

STRIKE!

With a simple spin dash, Mario ten pined the fan ponies away from Fluttershy.

"Come on!" said Mario as Fluttershy followed close behind, but the fan ponies and paperazzi were gaining on them because Fluttershy wasn't a very fast pony. Mario then got an idea.

"Here!" said Mario as tossed a star cookie to Fluttershy. She almost dropped it but managed to catch it with her mouth.

"I thought it only worked..."

"Just eat it and go!" Mario called. Fluttershy gobbled the cookie quickly.

"Mmmm...buttery..." said Fluttershy when...

Invincible Fluttershy!

Fluttershy suddenly felt stronger, faster, and even...braver. She took off so fast that none of the fan ponies on the ground or in the sky could catch her. Those in her way were knocked back as soon as she was close enough to make contact. Mario smiled as his own invincibility wore off as he saw Fluttershy disappear to safety. Once she had disappeared, he went to go find Twilight. By the time he had found her, she was discussing her idea with Pinkie as the pink pony was icing and decorating some apple cupcakes.

"Don't you see? On her own, Fluttershy could never do something unattractive," said Twilight to Pinkie, "But if I used my magic to help her do something unattractive at her next fashion show, no one will ever have her 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!" Pinkie just smiled until Twilight got into her face.

"You can't tell anyone about it," Twilight warned her, "You promise not to tell anyone?" Pinkie just smiled as she moved a hoof across her mouth, then looked like she dropped something, buried it, raised her fore-hooves and then moved them in front of her. Her mime act left Twilight and Mario puzzled.

"I was following until the very end," Mario pointed out.

"So you do promise or you don't?" Twilight asked uncertain.

"Uh, Yes!" Pinkie answered, "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 on top of the hole where I buried the key, then moved into the house on top of the hole." Pinkie gestured as she explained and then gave Twilight and Mario a squee and a smile.

"Obviously," said Twilight.

"Oh this girl drive me nuts," Mario remarked.

Later on, Fluttershy was back into her modeling dress as everyone else was gathering to watch her make her appearance on the runway. Photo Finish smiled as she waited anxiously for the show to begin. Fluttershy was nervous...as usual.

"You really think it'll work?" Fluttershy asked.

"They love you for being you," said Twilight, "So all I have to do is make you not be you. Just leave it to me." Fluttershy felt a bit suspicious when Mario nodded and smiled.

"Are you sure Mario isn't going to help?" Fluttershy asked skeptically.

"No," Mario replied, "I could never make you look bad, even if it is for the greater good." Fluttershy just smiled and gave him a hug. Twilight giggled.

"Do you two have feelings for one another?" she teased.

"NO!" they both snapped angrily.

"Mario is cute, but he's not my type," said Fluttershy, "my type of pony is someone who is shy and quiet, just like me. Yet he is also very strong and handsome and slays monsters with dual swords!" Twilight and Mario looked dumbfounded as Fluttershy made a dynamic pose. Fluttershy soon realized what she said and looked away with her cheeks blushing a deep shade of pink.

"Umm...well...yeah..." she stuttered until she heard the music and realized that it was her time to walk onto the runway. She had just barely made her exit when Rarity arrived, wearing a glittery pink, purple, and blue sparkly dress and matching feathery headdress with her mane in an updo. She didn't want to be there, but her curiosity had gotten the better of her.

"Guess it's time to see what the fuss is about," said Rarity bitterly. Fluttershy only took a few steps before Twilight put a magic aura around Fluttershy, causing her to trip and land on her face. This caused the music to come to a stop. Fluttershy starts to twitch uncontrollably and then plops face first into the run way again. Everyone gasped and Photo Finish dramatically faints. Fluttershy then start flying with only her back end airborne and dragging her front half against the runway. Fluttershy then gasped as she suddenly sits down.

"Ooh...Aah!" Fluttershy grunted as she begins to publicly pick her nose in front of the crowds, making them gasp again. Rarity smirks, seemingly enjoying what was happening to Fluttershy. Then Fluttershy started barking and panting like dog, even scratching herself with a hind leg. Rarity wasn't smiling anymore.

"Oh no," Rarity said worried. To her, Fluttershy was really cracking under the pressure and having a meltdown as Fluttershy began to bray like a sheep.

"Get her off the stage!" Golden Harvest yelled.

"She's an embarrassment to all things fashion!" Lemon Hearts added.

"I, Photo Finish, have made a terrible mistake!" the photographer pony lamented as she face-hoofed herself as various ponies began to boo loudly at Fluttershy. Mario and Twilight smiled as they exchanged a high-hoof for a well executed plan.

"Bravo! I say bravo!" shouted a familiar voice, making both Twilight and Mario gasp.

"Bravo?" Lyrica Lilac asked indignantly, "Who could possibly say bravo to that horrid display?" That pony was Rarity.

"Such attitude! Such pizzazz!" said Rarity, stomping her hooves to show applause, "She's invented an entirely new kind of modeling! Bravo!"

"Who is saying these things?" Lyrica Lilac demanded.

"It's her," said Royal Ribbon, point to Rarity, "The unicorn in the gorgeous cape and headdress."

"Now that is a pony who clearly knows a thing or two about fashion," said Lyrica Lilac, "Well, if that pony likes it, then I do too! Bravo!" Soon everyone else was cheering for Fluttershy once more. Fluttershy just moaned in defeat. The entire plan had backfired in seconds thanks to...

surprisingly not exactly Rarity, but something much worse...

trendsetting

Back in Fluttershy's dressing room, she, Twilight, and Mario were still surprised at how Rarity had foiled their plan. Fluttershy was more frustrated than ever.

"This is awful," she told them both, "Just awful! Somehow I've become more popular than ever. Oh, I'm so frustrated that I could kick something!" Fluttershy tried to buck a nearby large vase, but she hit it so lightly that all it did was wobble a bit for a couple of seconds.

"If only Rarity didn't want me to become a model so badly," said Fluttershy.

"Ugh!" Twilight groaned, "But Rarity...!" Twilight then stopped herself by showing a fore-hoof into her mouth. Mario gave Twilight a funny look until Rarity opened the door.

"Fluttershy!" said Rarity worried, "Are you all right?"

"I'm great!" said Fluttershy, trying to sound casual, but failing miserably, "I'm a super famous fashion model. Why wouldn't I be great?"

"Because you ha...!" Twilight then caught herself again and covered her mouth as she squatted to the floor in a panic. Mario rubbed Twilight's back to help her settle down.

"Will one of you please just tell the other the truth before Twily here explodes?" Mario asked annoyed. Rarity and Fluttershy just looked at the purple pony for a moment.

"Out there on the runway, everyone was turning on you and...Oh...Oh, Fluttershy," Rarity then finally confessed, "It's so awful. I wanted them to."

"You did?!" said Fluttershy in shock.

"Of course she did!" Twilight snapped, "Because...!" Twilight then shoved a bunch of plastic fruit into her mouth. Fluttershy and Rarity look at her puzzled. Mario flinched before gesturing with a fore-hoof for Rarity to keep going.

"I'm jealous," Rarity confessed, "I wanted all the attention. And instead it was going to you. I even started hoping 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?"

"But...Fluttershy doesn't..." Twilight stuttered, making long faces before running towards a nearby flowerpot.

"Ugh!" Twilight cried out and then ducked her head inside of it. Mario just gave Fluttershy a sad look and the yellow Pegasus knew what she had to do.

"Love?" said Fluttershy, "Oh, Rarity. I hate being a model."

"You do?" said Rarity surprised.

"More than anything," Fluttershy confirmed.

"Then why did you keep doing it?" Rarity asked.

"I was afraid if I quit," Fluttershy explained, "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," Rarity added, "you'd think I was a terrible friend."

"Never!" said Fluttershy.

"All this time!" said Rarity in realization.

"If we'd just told each other the truth," Fluttershy finished in the same tone.

"I promise never to keep my feelings in secret again," said Rarity.

"Me too," said Fluttershy in agreement.

"Cross my heart and hope to fly, stick a cupcake in my eye," Fluttershy and Rarity said together, even doing the gesture before they shared a hearty laugh together. Just then, Photo Finish arrived.

"You were brilliant. Brilliant!" Photo Finish exclaimed joyfully to Fluttershy, "I've already got six photo shoots lined up for tomorrow alone!" Rarity and Fluttershy looked worried for a second before they smiled.

"I'm sorry, Photo Finish, "said Fluttershy in a soft, but firm tone, "but I don't think I'll be able to make any of them."

"Whaaat?" Photo Finish said in shock.

"We go!" Rarity and Fluttershy said together, giving each other a hoof bump, before laughing as they made their way out of the dressing room. Photo Finish was still stunned.

"Vat has just happened?" she asked. Mario was about to answer when Twilight, who still had her head in the flower pot, pulled her head out and shouted:

"Spike has a crush on Rarity!" Twilight then covered her mouth. It was then Pinkie appeared from behind the vanity mirror.

"And you were doing so well," said Pinkie with a sigh.

"Back off Pinkie," said Mario, "if I recall, you broke your pinkie promise to me not too long ago, remember?" Pinkie's eyes widened.

"Um...heh...you k-know what," said Pinkie nervously, "E-e-everyone makes mistakes and breaking a secret doesn't always mean losing trust and f-f-friendship. Umm...w-we'll just call this practice and next time I'm sure you'll keep your pinkie promise. Okay? Okay! Bye!" Pinkie then disappeared as Photo Finish just dismissed herself without another word. Mario and Twilight just chuckled with each other and gave each other a high hoof.

The next afternoon, Twilight, Fluttershy, Rarity, and Mario were at the spa. Fluttershy sighed as she enjoyed the jacuzzi bath.

"Now this is a wonderful way to spend an afternoon," she said happily though.

"Isn't it though?" said Rarity from the steam room in her seaweed wrap and mane tied in an upward hairdo.

"Y-y-y-y-you s-s-s-said i-i-i-it!" Mario replied from a next door room where he was getting another back message. Twilight was just enjoying a bubble bath.

"Dear Princess Celestia," Twilight recited,

"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?"

"No, I did not," said Spike angrily, "I still can't believe you told someone about my secret feelings for Rarity."

"You're right," said Twilight, giving him a sincere smile, "that was wrong of me, and I'm very sorry."

"Apology accepted," said Spike after a brief pause.

"Now will you take down my letter to Princess Celestia?" Twilight asked.

"I would love to, but..." Spike was standing before Rarity as he fanned her with a red paper fan that had the unicorn's face on it, "I'm a little busy at the moment." Twilight just sighed to herself, but a smiled was on her face. Back in the message room, Mario had heard what Twilight had said in her planned letter to Princess Celestia.

You should never be afraid to share your true feelings with a good friend.

"But...those feelings she was talking are things like jealousy, being sad, or angry, or upset," Mario said quietly to himself, "That doesn't apply to...romantic feelings...does it? Should I not be afraid to tell Twilight how I really feel about her?"

Mario wasn't sure what he should do...

I pretty much hinted at another potential OC with Fluttershy's little love interest. If you want to see him have a cameo, let me know in your reviews. Other than that...

I've captured...the magics!

...

I GO!

Peace Pony Fans!