The day was just about the perfect day for what was planned. It would be just warm enough to be pleasant, but also just cool enough to allow a pony to run without becoming overheated. The sun would be warm, but not oppressive. The breeze would be cool and crisp. The leaves were just perfect; all around Ponyville the world was ablaze with the colours of autumn.

The same colours of autumn that had once graced Barley O’Blivion’s mane and tail.

All over Ponyville, ponies awoke, had breakfast, and prepared for a run, the yearly Running of the Leaves. The race where anypony could win and wind up as a minor celebrity. The whole town was in a festive mood. In the town square, several large kegs were made ready for the celebration that was to take place after the race had been run. After a long series of tragic events, started by the collapse that had happened in the summer, the town was ready to celebrate happier times.

“You’re gonna run Sparky?” Derpy asked, surprised to see Sparkler up and moving around at this hour. She smooched her daughter upon the cheek as she passed by the dining room table.

Yawning, Sparkler nodded. “Run through woods. Finish race. Run home. Sleep. Sweet sleep. Wake up, pull night shift,” she mumbled as she sat at the table, various parts of her body trembling from her condition.

“You’re gonna eat my dust Loch Skimmer,” Ripple crowed just before tearing into a plate full of pancakes. She shoveled in several bites, licked syrup from her muzzle, and then stuck her tongue out at her sister.

“Probably. I’m not a fast runner,” Loch Skimmer admitted in a soft voice. “But long after other ponies drop dead from exhaustion, I just keep going.” The pegasus took a bite, chewed her food thoughtfully, and she contemplated her sister as she ate.

“Sometimes I think Loch Skimmer has more endurance than I do,” Rising Star mumbled around a mouthful of pancakes. He smacked his lips loudly and then swallowed. “You ready for the filly fun run?” Rising Star asked Piña.

Lifting her fork, Piña looked troubled for a moment. “Filly fun run is wrong. There are going to be colts there. I know Rumble plans to run,” Piña said, sounding a bit upset.

“Filly fun run rhymes a little bit and sounds like fun,” Derpy explained as she sat down at the table after checking over each of her foals, both large and small.

“So why not filly fun run and colt bolt?” Piña questioned. “Sexism starts at an early age.”

“Piña… how much time do you spend talking with Berry to come up with this stuff?” Derpy asked as she rubbed her face with her fetlock.

“Um, that’s my fault. I said something earlier,” Loch Skimmer admitted.

“Sexism does start too early… it starts off with preconceived gender roles being thrust upon us at an early age. Colts play with action figures. Fillies play with dolls. One implies action, movement, excitement… the other is something that just lays there and does nothing, until you interact with it, the subconscious mental desire of the perfect female figure manifesting in the form of a toy. You play with a doll and give it life. When you are done, you cast the doll down and it just lies there, waiting for your return, where you will give it life once more,” Piña said as she tapped her chin with her spoon.

“Oh for the love of the stars, Piña spends too much time reading,” Derpy grumbled.

“Hmm, she’s kinda right,” Loch Skimmer remarked.

“I’m an action figure,” Ripple announced around a mouth full of pancake.

“Nothing wrong with being feminine and soft,” Dinky said, her face taking on a sullen expression. She took a bite of pancakes and dribbled sticky syrup down her chin.

“Cheer up Dinky,” Diamond Tiara said in a soft somewhat raspy voice. She lifted up a spoonful of oatmeal and held it at the ready. “You look sad,” the earth pony commented just before sticking the spoon in her mouth.

“I’m feminine and soft,” Piña announced. The foal inhaled sharply, held her breath for a moment, and then let go. “BRAAAAAAAAAAAAAAUUUUUUUUUURP!”

Loch Skimmer’s fork fell to the table with a clatter and the wide eyed pegasus filly began to clop her front hooves together, giving Piña a well deserved round of applause. After several moments, she picked up her fork in her hoof and resumed eating.

“Barley and Luna must be sleeping in,” Ripple said in between bites.

“I hope Bucky didn’t disappoint her too much. He was kinda out of it last night, even after he recovered,” Derpy said in a worried voice after she swallowed a bite of breakfast.

Swallowing, Sentinel ended his silence. “Father is learning how to control his shadow nature. He can now shadow dive without manifesting his toxic nature or the bone chilling cold. We’re learning umbrakinesis.”

“What the stuffing is umbrakinesis?” Sparkler questioned.

“It works like telekinesis… you move stuff with your mind by manifesting harmony magic that can interact with solid matter. Umbrakinesis does much the same, only with shadowstuff that can become solid enough to interact with solid matter. Last night, I was able to create an umbrakinetic shield around my body that protected me against some solid projectiles being thrown at me by Luna. Father… father needs to practice a bit more,” Sentinel said, coming as close as he dared to criticising his father.

“You sound special,” Loch Skimmer said in a soft voice that contained no hint of teasing.

“Luna says that I have the potential to become an umbramancer… a shadow wizard. She says that my real strength does not reside in my muscles, tendons, and sinews. She’s frustrated with me… she wants me to try harder. I am trying as hard as I can… she expects even more from me. I don’t know how to give more,” Sentinel responded, his brow furrowing with worry as he continued to speak.

“Sentinel, little brother… sometimes we give more by just smiling. It’s the attitude. I give everything I do all I have in me to give, and I do it smiling and happy… I don’t sit there moping and asking about how do I give more… I just try as hard as I can and then I make sure I look happy and content doing it without acting all moody about it. Ponies then assume that I have nothing more to give. Not sure why,” Loch Skimmer explained to Sentinel in a slow patient voice.

His eyes going wide, Sentinel sat there and stared at his older sibling. He blinked a few times, his slitted eyes filled with curiousity, and he sat there in mute silence.

“Well, I’m gonna take that advice,” Diamond Tiara murmured softly as she rubbed her stomach. The earth pony rubbed herself for a few moments more and then resumed eating her oatmeal.

“Once again, Loch Skimmer manages to completely floor me,” Rising Star muttered as he set his fork down upon his empty plate. “I don’t know how I got so lucky.”

Away from the gathered crowd, Princess Luna stood, head high, looking down upon Flash Sentry with a stony expressionless face. Her wings remained still at her sides, the only things that moved upon her were the occasional blink of her eyes, the flaring of her nostrils as she breathed, and her ethereal mane and tail as they billowed in a nonexistent wind.

Feeling his frogs begin to sweat, Flash Sentry swallowed and waited for Princess Luna to say something. She was impossible to read and Flash couldn’t tell if she was angry or happy to see him. She just stood there, very much resembling an alicorn statue.

“You requested help,” Princess Luna stated as she looked at Flash Sentry. “Your request was deemed worthwhile. The Lunar Court has taken pity upon your plight. But we are not alone. The Solar Court has taken an interest as well. This town is my sister’s greatest project, her hope, the culmination of all of her dreams, and she would see it protected by good and virtuous defenders such as yourself. You will be given additional funding and resources in exchange for results. We demand measurable results in exchange for our aid. Do not fail us. This is your first and only warning. Do not look so frightened. My sister and I would not have offered aid if we believed you to be incapable or inept. We have the utmost confidence in both you and Sparkler’s abilities. I have come bearing gifts for you.”

When she was done speaking, Princess Luna levitated a box out of the wagon where Barley was currently sprawled out upon a soft cushion. She held it before Flash Sentry and opened it slowly. Inside were a collection of badges. Each badge was half sun and half moon, the sun made out of gold and the moon made out of silver.

“You now have the rank of captain as well. Sparkler has been informed of her rank change but she has not seen the badges. I will be giving one to her later. I will be distributing these myself to your constables and praising them for their efforts. Remain true Day Captain Flash Sentry. Give my sister and I what we demand,” Princess Luna said in a strict formal voice.

Whipping out one wing, Flash Sentry raised it in salute to Princess Luna, his body tensing to attention. “Mistress, I will not disappoint. I will give to you the results that which you are owed and rightfully deserve in exchange for your favour. Thank you for giving me the pleasure of serving both you and your sister. I am grateful.”

“Very good Flash Sentry. I cannot help but notice your choice of words. Your allegiance will be… rewarded. Should you require further aid, you have but to ask Buckminster, my apprentice and dutiful servant,” Princess Luna responded. The alicorn’s posture shifted somewhat and she relaxed ever so slightly. “You should know… Rainbow Dash dreams of little orange foals with distinctive prismatic manes and tails. Bunches of them.”

Flash Sentry gulped loudly; he felt his knees wobble as Princess Luna turned and walked away, chuckling to herself as she departed. He looked over at Barley, who was easing himself out of the wagon to follow Princess Luna and saw that the old stallion had a rakish grin.

“The Lunar Court looks after their own,” Barley chuckled as he took off after Luna.

Looking around, Ripple checked out the other runners. There was a large herd of ponies this year and excitement filled the air. The last of the birds chirped in the trees. She saw Twilight Sparkle stretching her long legs and Rainbow Dash was unkinking her spine. She saw Coco gracefully standing on two legs, then shift, and then the graceful earth pony stood on two different legs. Beside her, Rarity looked apprehensive, and Ripple figured that Rarity was worried about sweating.

There was no sign of Applejack, a pony whose name was almost synonymous with the Running of the Leaves marathon. Ripple felt a brief pang of sadness. There were Apples here though. Big Mac and Cheerilee both were preparing to run and Ripple watched as the big stallion reacted to being nosed and prodded by Cheerilee, looking flustered and embarrassed.

Pinkie Pie was bouncing and pronking around, unable to stand still, with Cheese Sandwich gamboling beside her. The pair seemed inseparable. Ripple watched them, glad to see Pinkie Pie happy, remembering all too well how the earth pony had fallen into such a despondent state.

“Sheesh, I’m still sore from the gang bang in the kitchen… you and the Cakes really banged me hard,” Pinkie Pie said to Cheese Sandwich.

Gasping, Ripple felt her ears spontaneously combust.

With the blast of an air horn, the marathon began and the herd of ponies all took off running as fast as they could, except for two ponies that didn’t. Princess Twilight Sparkle and Loch Skimmer took off at a leisurely canter, seeing no need to go tearing off at full gallop. They cantered side by side, smiling at one another, the smaller pegasus filly beaming, feeling joyous to have a friend to run with. The pair watched as the herd left them in the dust.

“I didn’t know Mister Rich that well,” Loch Skimmer said as she kept pace with Twilight Sparkle. “It was real nice to dedicate this race to him though. He seemed like a good sort.”

Still trying to get used to her long legs, Twilight found that she had to concentrate just a bit on her running. “He wasn’t always a good sort. He had a change of heart. After his change of heart, Mister Rich became the sort of pony that Ponyville needed. He had a vision. He knew that Bucky would return. He laboured to have the school built. After Bucky returned, he and Mister Rich wanted Ponyville to be the place that ponies thought of when they thought of education. I’m going to make sure that dream comes true.”

“Whatcha planning?” Loch Skimmer asked.

“Bucky has his school and it should open before Nightmare Night. I want a university. Ponyville University. I have big plans of my own. Bucky is the Guardian and I’m the Scholar, but he started the school… so I have to do something,” Twilight Sparkle replied.

“Sounds neat,” Loch Skimmer remarked as she cantered along, her hooves striking a steady rhythm upon the ground.

“All those gourd houses gave me an idea. I am going to gather every unicorn I can find with tree shaping skills and I’m going to create a living university campus… it will be like the Ponyville Public Library. The entire campus will be living trees. Classrooms… lecture rooms… more libraries… a whole forest of knowledge. When I close my eyes, I can see it Loch and it looks so beautiful!” Twilight Sparkle said, revealing her vision as she ran.

Pouring on a little speed, Ripple surged ahead, leaving a cloud of dust in her wake. Her hooves cut divots into the earth and kicked up clods as she passed the other ponies. Ahead, she had a target that she was determined to catch.

A streaming prismatic tail.

Her nostrils flaring, Ripple commanded more speed from her legs. Her ears pinned back against her skull and her head lowered. She pulled her wings even tighter against her sides, trying to reduce drag. Her pale blue mane whipped around her neck and her long blue tail flowed out behind her, the ends flapping, making little whip-crack sounds.

Grinning, Ripple blew past Rainbow Dash.

“What the… HEY!” Rainbow Dash gasped. “I belong out front!” the sky blue pegasus shouted as she watched Ripple blow past her. Digging deep, Rainbow Dash gritted her teeth and gave it all she had, determined to put the young upstart in her place, the pegasus mare now chasing Ripple with every bit of speed she could muster.

Pronking along, Pinkie Pie was having the time of her life as she effortlessly bounded along. Her blue eyes twinkled with merriment as she bounced alongside Cheese Sandwich, who was being a bit of a showoff and pronking along backwards.

“Hey! Hey Cheesy!” Pinkie Pie chirped, trying to get Cheese Sandwich’s attention.

“Yeah Pinkie?” Cheese Sandwich replied.

“You know all that time we spent putting batter in the oven?” Pinkie remarked as she bounced along. When she was done speaking she let her tongue dangle out and performed a cartwheel. Never slowing down, she resumed running after cartwheeling.

Blushing as he bounded along backwards, Cheese Sandwich nodded. He thought about how much Pinkie Pie enjoyed licking the batter as well.

“Well Cheesy, I’m going to need you to set a timer for about eleven months I think. I discovered a new Pinkie sense.. this one involves my baby making button. It keeps buzzing!” Pinkie Pie announced, grinning from ear to ear as she gave Cheese the news.

“I’m gonna be a father?” Cheese asked, his eyes going wide. “This is fantastic! Eleven month long pregnacy party! We need to celebrate!”

“I’ve turned my body into a party cannon for the occasion!” Pinkie Pie exclaimed. “In eleven months, I’m gonna go boom and make a mess in the room!”

“See Loch, slow and steady wins the race,” Twilight Sparkle announced as the pair passed a group of panting ponies that had slowed to a brisk walk.

“I’m not even tired. I could keep going like this all day if I had to,” Loch Skimmer remarked.

The unlikely pair continued moving along at a steady canter, the filly and the princess moving along in unison. Twilight was moving with fluid grace now, now having found the rhythm in her longer legs. Loch Skimmer moved with the steady tireless gait that reflected how the filly approached everything in her life, taking everything in stride.

“You know, this works for sex too,” Loch Skimmer said, trying to strike up a conversation with Twilight Sparkle, who instantly went red at Loch Skimmer’s words. “You can have really fast hot sweaty sex that’s over before it really gets fun… or you can slow down and take the slow and steady approach. Not lazy lovemaking mind you, although that can be fun too, but you have good sticky athletic sex that lasts for a long time if you pace yourself.”

“So what’s the secret?” Twilight Sparkle asked in a breathy voice as she felt the cool wind trailing over her too hot ears. “I mean, can you give me some tips?”

“Oh I can tell you everything!” Loch Skimmer responded as she cast a sidelong glance at Twilight Sparkle.

Rarity believed that she was dying. She was drenched, soaked with sweat, the chill autumn air offered no cooling relief. She was burning up, consumed by fire, all of her muscles were inflamed. She cast a pouting glance at Coco beside her, sweet adorable Coco that wasn’t even sweating or breathing hard.

“I cannot believe that Twilight Sparkle and Loch Skimmer just passed us… they’re not even breathing hard,” Rarity panted, each breath burning like fire in her lungs.

“Well, their conversation made my pulse quicken, that’s for certain,” Coco replied.

“Gauche!” Rarity wailed, too breathless to even form a complete dramatic utterance.

“Oh you and your drama,” Coco said as she rolled her eyes, her steady gait causing her hooves to make dainty clopping sounds as they struck the dirt. “Do you find my teats attractive?”

“I… I find… I find every… I find every inch of you attractive,” Rarity panted in reply.

“I wish that you would pay them more attention. You nibble on everything but those,” Coco remarked as she looked over at the gasping unicorn mare. “It makes me feel as though you don’t appreciate them.”

Heaving out a ragged gasp, Rarity veered sideways and slammed into Coco, causing her to veer. She slammed again, pushing her over to the side of the road. She could feel Rarity’s soaked pelt rubbing up against her own.

“What are you doing?” Coco demanded, looking rather confused as Rarity tried to push her off of the course.

“I am pushing you into the bushes where I am going to ravish you and give your perfect teats the attention that they deserve. We are going to have dirty disgusting sex upon the filthy ground you dirty little earth pony!” Rarity replied, her voice a needy growl.

“Oh that sounds like fun!” Coco responded as she veered off into the bushes.

With a crow of triumph, Rainbow Dash pulled ahead, with Ripple just inches away from her hip. Both were sweating. A big turn was coming up and Rainbow Dash planned to force Ripple to fight along the inside of the turn. She began to lean her body over, veering towards Ripple as they went into the turn.

Sensing what Rainbow Dash was doing, Ripple tried to hold her ground, not wanting to be pushed over as they went around the long sharp curve. Rainbow Dash was fighting a little dirty and Ripple didn’t mind. She enjoyed the hard competition. Pulling back her lips, she bared her teeth, stretched out her neck, and clamped down on Rainbow Dash’s cutie mark.

“OWIE ZOWIE YOU DIRTY LITTLE PLOT BITER!” Rainbow Dash cried out in a raspy voice that was filled with pain. She tightened down upon the corner, forcing Ripple to run in a tighter turn.

Ripple, running full out, knew she was faster than Rainbow Dash, she just needed to get out of this corner and on a straightaway so Rainbow Dash wasn’t holding her back. Rainbow Dash might have been the faster flier, but Ripple knew that overall, she was the faster runner.

Her hooves thudding, she slammed the side of her head into Rainbow Dash’s hip, trying to force Rainbow Dash over. She was on the very edge of the road now, and she had to slow down because the trees and bushes were tearing at her sides.

Moving at breakneck speeds, Ripple’s hooves kicked through the leaves at the side of the road, sending them flying. Leaned over around the turn, her hooves hit a patch of loose gravel that was unseen beneath the leaves at the side of the road. She let out a cry as she felt her left front hoof lose all traction, and then there was a painful twist as her fetlock bent in a way that nature never intended.

Turning just in time to watch Ripple go down, Rainbow Dash let out a cry of panic. She immediately took to the air, not even trying to slow down or come to a halt, and she looped back over, returning to the fallen filly.

“Ripple?” Rainbow Dash questioned in a pleading voice, hovering over where Ripple’s body had finally come to a skidding sliding halt. She could see Ripple’s front leg was already swelling above the hoof. Without even thinking, she scooped up Ripple in her forelegs. Charcoal grey feathers streaked with blood fluttered down to the ground like the falling autumn leaves.

Ripple said nothing, holding it all in, determined not to cry out or make a sound.

“Hold on Ripple… just hold on,” Rainbow Dash said as she carefully pulled Ripple to her. When she had Ripple secured, Rainbow Dash shot skywards, leveled out, and then went streaking off towards Ponyville, leaving a rainbow coloured contrail behind her.

“One of us has to take the lead,” Loch Skimmer said to Twilight. “Go ahead.”

“No you, I insist,” Twilight offered.

“No no no… princesses deserve to go first,” Loch Skimmer politely argued.

“This is getting us nowhere,” Twilight retorted as she rolled her eyes. “Please, Loch Skimmer, you’ve been so good natured this whole run. You go ahead.”

“Nope. Not happening,” Loch Skimmer responded as she shook her head.

“Fine… together then or not at all,” Twilight remarked.

“Okay,” Loch Skimmer replied as the pair crossed over the finish line together.

“Mmm the rutting of the leaves,” Sparkler murmured as she rolled over and threw a leg over Rising Star who lay on the ground beside her.

“I wonder how many ponies are doing what we were doing just a few minutes ago?” Rising Star questioned as he pulled Sparkler closer. “And about to do again in just a few minutes.”

“Just save some energy so we can make it to the finish line,” Sparkler whispered suggestively. “I like a hot sweaty sticky finish…”

“You’re so beautiful with all of those leaves in your mane,” Rising Star whispered just before he began to use his lips to nibble upon Sparkler’s ear. He gave a tug and heard a fillyish squeal of delight.

“We both walked away with fourth place together,” Twilight Sparkle said. “Better than my previous attempt when I scored fifth place.”

“I’m happy about it,” Loch Skimmer said in a subdued voice.

“Sorry about your sister… gonna go see her?” Twilight questioned.

“In a bit. Barley said she’s okay. Badly twisted fetlock and a sprained wing from how she fell on it. A lot of scrapes on her side. She’s a tough little filly though,” Loch Skimmer replied.

“Wow, Rarity and Coco are a mess… I wonder if they fell down as well,” Twilight remarked when she saw her friends. “They’re covered in dirt, twigs, and leaves. Rarity looks… messy. I bet she’s in a bad mood.”

“Rainbow Dash is going to be in a bad mood… she forfeited the race,” Loch Skimmer said as she looked at Coco and Rarity. “It’s good she helped Ripple though.”

“Everything will be fine I think,” Twilight Sparkle stated as she looked around at the crowd. “So… how about next year you and I take third place together?”

Author's Notes:

Happy Hearth's Warming Eve.

I left you typos for the holidays.