The cool air whipped through the small town of Ponyville as it brushed against many of the already color changed leaves on the trees. Some of them floated along the air current as they were torn from the trees, slowly falling before resting onto the ground to help fertilize it for to coming springs bloom.

Twilight sat quietly inside the library, making a checklist of this years running of the leaves event that would be held the following day. Last years event was a huge success as all of the leaves had fallen from the trees to the ground. Many of the earth ponies would come along to gather them up and turn them into compost to help fertilize the ground later on. However, this years event would include a new participant that the town had grown to love overtime. Midnight Flame.

"So what is this 'Running of the leaves' event everypony is so excited over anyway Twi?" Midnight asked as he watched her going through a checklist of the event.

"Well, ponies will be racing through Whitetail Wood to clear the tree of the final leaves before winter can start, but Nightmare Night will also need to pass before the snow can start falling. As for the so called contest, the pony who wins will only received a medal and bragging rights until next year." She smiled as she finally finished her list, looking up to Midnight.

"So all anypony will be doing is running to knock the leaves from the trees? Sounds boring to me." He smirked rolling his eyes.

"Oh come on now, You missed last years event because you were.........." She trailed of giving a blush.

"I was what Twi?" He asked cocking a brow seeing her discomfort.

"You were in Canterlot with the princess......... for a week." She said only to make Midnight snicker. "What's so funny?"

"Considering I've been here for a year and we have been in a relationship for some time, I would have figured that you shyness would have disappeared by now." He smirked causing her to blush. "But you want to know something?" He said while moving closer to her. "Your shyness is what makes you all that more irresistible." He smiled before giving her a slow kiss.

"Ahem." Came a voice from nearby causing Twilight to pull away from Midnight while blushing furiously. "I'm back with those books you asked for Twi." Spike spoke up cocking a brow at the two ponies.

"T-thank you Spike. You can have the rest of the day off if you want." She smile sheepishly causing the baby dragon to beam as he bolted out the door before Twilight could change her mind.

"Well then, since Spike is gone....." He chuckled as he looked from the door back to Twilight puckering his lips but stopped as they met a hoof.

"Not right now Romeo, we still have to set up the town for tomorrows event." She smirked causing him to sigh as she pulled her hoof back.

"Alright......... but I want a raincheck on that kiss." He winked at her getting a giggle form her.

"Raincheck it is then." She smiled.

After coming through town, Midnight watched as many of the ponies were placing some decorations and fencing up through town to designate the race course. The overall course was roughly two miles and would run through town, then through Whitetail Wood, and end on the other side of town where the starting line would be changed to the finish line. As Midnight walked along though he would be stopped ever so often to help place some decorations in a hard to reach place or to set some posts into the ground with his magic.

After a few hours had passed, the decorations had been placed through town along with a makeshift fence to show the path to take during the contest. As he continued through town to double check everything upon Twilight's orders, he run across the Mayor who was just leaving a local shop to make her way back to townhall.

"Evening Mayor." Midnight spoke up catching her attention.

"Well good evening Midnight, how are the preparations going?" She asked as they continued walking along.

"Everything seems to be going according to plan. No snags yet." He smiled.

"Fantastic, I'm glad everything is going as smoothly as it did last year. You will be racing along with everypony else tomorrow correct?" She asked seeing Midnight nod. "Wonderful, I am sorry that you had to miss it last year with being tied up in your duties. Never the less, you are here now and will be racing along with all the other ponies this year." The mayor stopped in her tracks causing Midnight to stop ahead of her. "My goodness, has it already been over a year since you arrived?" She asked looking to the Alicorn.

"Heh, yea. Can't believe it myself at times. But at least everything has gone smoothly over that time." He chuckled.

"Well with you saving the entire planet on more than one occasion, I wouldn't really call it smooth." She chuckled giving a nervous smile.

"Smooth or not, I will continue to protect this world with every fiber of my being. You just keep doing a good job running the town." He smiled giving her a wink.

"I will, thank you. If you'll excuse me though, I need to finish preparations for the event tomorrow." She smiled before trotting ahead into Townhall.

Midnight cocked a brow as he watched the Mayor continue on into the building before taking his leave, heading back to the library. As he walked into the library however, Twilight noticed his expression and piped up.

"Bit for your thoughts." She smirked while closing her book.

"Heh, I was just wondering about the Mayor is all. I put on the charm and got nothing. Not even a blush. Am I loosing my touch?!" He gasped in horror.

"No, but you need to know that the Mayor is strictly business and nothing else. I don't even think she has had a relationship since coming to Ponyville almost ten years ago." Twilight added causing Midnight to cock a brow.

"Ten years and no relationship? I wonder if she has even put time aside to rut with another pony." He chuckled as he thought of how pent up that mare could be crossed his mind.

"I wouldn't go out of your way to try and charm her Night, you may do more harm than good." Twilight giggled. "Beside's aren't I enough for you?" She giggled once more giving a devious grin.

"You my dear are a fiend and a lech when it comes to me." He chuckled back. "Which at times is a good thing."

"At times huh? When has it ever been bad?" She grinned evilly.

"Well considering the first hundred times almost killed me." He smirked, cocking a brow, causing her face to erupt in a deep red blush.

"Eh heh heh heh, I sorta.......... kinda........... forgot about that." She grinned sheepishly.

"Forgot your first one hundred times?!" He gasped placing a hoof over his chest while acting as if in pain. "Your words sting me." He gasped before falling backwards into pile of books. "It hurts........... so bad......." He spoke melodramatically going limp into the pile.

"Alright smart flank." Twilight sighed in annoyance. "I get the picture, so if you don't want to be my slave again for two hundred times you had better get your flank in gear." She smirked as he bolted upright at the threat.

"Two hundred? Well I could make a bunch of clones of myself.........." He smirked seeing her grin. "Nah!" He chuckled seeing her expression turn to a pout before he trotted up to her giving her a little kiss on the nose.

"You're just to easy to tease at times." He chuckled before heading out the door once again.

The following day arrived quicker than expected as many ponies gathered for the Running of the Leaves event that was quickly approaching. Many ponies gathered at the starting line as the rules were being read over the loud speaker. Ever since Applejack and Rainbow Dash's fight during one of the prior years races, rules had been set in place to avoid cheating. No magic, wings, or devices would be allowed to give a competitor an edge during the race. Just old fashioned galloping.

"Competitors to the starting line!" Shouted Pinkie over the loud speaker.

"This is going to be fun." Midnight smiled as he pulled up to the rear of the pack of ponies. Twilight trotting up beside him.

"And how exactly is this going to be fun? All you'll be doing is galloping around the course." She smiled while cocking a bro in question.

"Well normally I'm competitive, but being an Alicorn gives me an edge all of its own. I'm just running the race to take in the sights." He winked to Twilight who immediately facehoofed.

"You are such a........." She was cut short as Pinkie came onto the loud speaker once more.

"Competitors get on your mark! Get set! GO!" She shouted as a starter pistol went off signalling the start of the race."

Everypony bolted from the starting line like individually colored bullets through town. Midnight taking up the rear of the pack as he watched the ponies ahead of him. Or to be more specific, their flanks. That was of course until he got a nice jab into one of his flanks by the horn of Twilight sending him bolting forward quickly.

"YIPE! Twilight!? What the hell?" He snorted as he looked back to her seeing her grin.

"You had better keep up or at least try to win. Otherwise no playtime for a week." She grinned evilly toward Midnight.

"No playtime for a week huh.......... wait." The gears began to turn in his head as he realized what Twilight was hinting at.

"No way, you are NOT turning me into a colt again." He snorted before putting on a burst of speed pulling away from the stunned unicorn as he began to pass up many of the ponies ahead of him. She speeding up as well while watching his flank

"Scuse meh, parden meh." Applejack shouted as she pushed through the galloping ponies before seeing a flame in front of her. "Move yer flank Night!" She shouted causing him to grin back at her.

"Come on cowgirl, move that flank and get up here." He laughed causing her to snort out in annoyance.

"Ah can't cause yer flank is right in front of meh!" She shouted with a chuckle as she noticed a few mares near her watching the flank as well. "Better get a move on afore ya get bit." She chuckled.

"Get bit?" Midnight spoke up just before he felt something nip at his flank. "AAH!!" He shout as he put forth another burst of speed pushing past many of the ponies only to make them laugh.

"Free flank, get it while its still on fire!" Rainbow Dash chuckled giving Midnight's flank a nip as well.

"AH! Dammit Dash! OW! What the hell!? AH! I'm not a friggin buffet ya know! DAMMIT!" He continued yelling as he received several more nips from a few ponies to get him further ahead. He looked ahead to finally see the front of the pack approaching just a few ponies ahead. He gave a grin putting forth more speed as he pushed past the last few to the front of the pack, looking back he gave a smirk before it turned to an expression of confusion and then horror as he watched all of the hungry eyes staring at his flanks.

"You have got to be kidding me........" He trailed off realizing what had happened as the finish line came up quickly. After running through the finishing line he veered off to the side as he slowly came to a stop panting hard, flaring his wings out to help cool him down as he was drenched in sweat. He stood there quietly panting as Dash and Applejack trotted up to him breathing hard as well.

"Nice race ya'll." AJ chuckled nodding to the ponies still panting.

"Would have been better if someponies would have stopped biting my flank." Midnight chuckled as he finally caught his breath.

"Aw come on now, ya can't say ya didn't like it." Dash giggled giving him a wink.

"No comment." Midnight groaned rolling his eyes at the two mares who only giggled at him. "Anyway, what was up with all the biting?" He laughed looking around to many of the mares that began to blush.

"Well we figured it was time to have a little fun at your expense." Twilight grinned as she trotted up from the finishing line.

"Really now? And how exactly was that?" He asked cocking a brow behind a sly smirk.

"You always end up at the rear of a race staring at everyponies flanks. We thought it was time to switch that around." Twilight grinned causing many of the other mares to giggle and nod as well.

"Seriously?" Midnight looked around seeing many nods from the small crowd. "Well you girls know you could have just asked me right?" He smirked as he began to dance a little jig while wiggling his flank, getting a few whistles as well as a few groans from the crowd.

"Alright smart flank, that'll be enough of that." Twilight smirked, trotting up to him and giving him a jab with her horn.

"Ow careful where you point that thing. I might start to like it." He chuckled causing her to blush furiously before face hoofing.

"You have no shame do you?" She sighed.

"Hey, when you can run around naked in a town full of other naked ponies, you tend to loose sense of shame in regards to that." He laughed causing everypony within earshot to blush.

"Nothing better than that freedom though." He smiled around to everypony getting a few giggles.

"Attention everypony." Mayor Mare came over the loudspeakers garnering their attentions. "Here are the results of this years Running of the leaves." She spoke out proudly before she began once again.

"Third place goes to Ditzy Do." She smiled as the wild eyed pegasus trotted forward tripping over her hooves and tumbling into the mayor.

"My bad!" She shouted causing a few chuckles to escape the crowd.

After getting up from the sudden tumble the Mayor cleared her throat to begin again. "Second place goes to Rainbow Dash." She smiled as the pegasus flew up accepting the silver token ribbon.

"And finally, our first prize ribbon goes to.............." Pause for dramatic affect. "Rarity!"

"WHAT!?" shouted almost everypony within the crowd as they watched the ivory pony trotting up to the Mayor.

"How did she get first? I didn't even see her." Midnight asked in shock as he thought he was in first place.

Rarity gave a smile looking to the crowd. "Nopony expected to see me run the course so they just tuned me out I guess." She giggled.

"Wait, now I remember seeing you in the crowd before we started. I didn't see a number on you though." Midnight piped up.

"Of course not darling, I would never placed a tacky number on my flank for a contest." She smiled before pulling the number from her mane and unfolding it to show the number 23 on it.

"She is registered under that number." Mayor Mare spoke up causing her to beam.

"So tell me Rarity, how in Equestria did you get in such good shape." Dash smirked at the ivory Unicorn.

"Oh I have my ways." She beamed happily.

"I be the only reason she ran is cause Night called her a fat flank." AJ snickered causing Rarity to glare at her.

"I most certainly did NOT!...................... Well, maybe a little." She blushed slightly.

"I'm sorry doll, I only meant that as a joke before." Midnight spoke up giving her a nuzzle.

"I know darling, but still. I am always so cooped up in my boutique that I never have time to get out to do anything, and it worried me that somepony would think I was fat so I began to train in secret. Can't you tell the difference?" She smiled before striking a pose causing Midnight to stare at her. He squinted while looking her over seeing her slightly more toned body.

"Yup. I can see the difference babe. Your still not super toned, but you pull it off perfectly giving just the right amount of sleek balance mixed with athleticism." He smiled to her.

"Hey now what about me?" Dash stepped forward striking a pose.

"And meh?!" AJ stepped forward as well.

Midnight groaned, facehoofing. "Am I going to have to spend the night giving you girls compliments?"

"YES!" They shouted in unison before giving a giggle.

"What a day." He sighed as they all began to question him one after another.