The journey through this much less daunting patch of woodlands was relatively easy when compared with their adventures before. The foliage and overgrowth proved to be anything but a hindrance, and the terrain was more of an advantage than an obstacle. Despite this of course there was the unavoidable invariable fact that three fillies were part of this group; and despite all wishes of the senior ponies, these fillies would grow tired much quicker than the learned and experienced mares leading them forward.

This tiredness, soreness, and boredom lead to the inevitable.

“My hooves hurt!”

“Ah'm tired!”

“I'm hungry!”

“Scootaloo dear we ate not but a few hours ago.” Rarity complained, “And Sweetie Belle there Is no way your hooves can hurt! This path has been far more hospitable and permissive than our last voyage through the woods so be thankful instead of complaining.”

“But sis!” Sweetie Belle insisted. “We're tired.” The two other fillies nodded in agreement.

“Sorry girls but we had our rest.” Twilight wasn't as much annoyed as she was determined to get them thinking about something else. “We need to arrive at the base of the summit before sundown. The rains here get pretty vicious.”

“Yeah.” Rainbow Dash added, “It's an odd mixture of Pegasus-controlled weather and that weird nonsense like the Everfree. It's hell to fly in and I'm sure its a ton worse to walk in.”

“But....But..” Apple Bloom began.

“No 'buts' Apple Bloom.” Twilight scolded, “We are making it to the base within two hours if your girls just pick up the pace a little.”

“No.” Scootaloo hissed.

“Excuse me?” Twilight asked, somewhat annoyed now.

“Would you like me to say it again?--No.” Scootaloo crossed her hooves and plopped down on her flank defiantly.

“Scootaoo you get up this instant! The last thing we need is some cranky foal making a mountain out of a mole-hill.”

“You really aught to quite trying to tell me what to do.” The filly growled. “Not like you can.”

Rarity gasped at these words. It reminded her of...earlier times.  

“I don't know what has gotten into you young lady but this is simply--”

The other two fillies plopped down as well.

Spike let out a sigh. “Great, fucking great. Looks like we're going to be out here even longer....thanks to you three.”

“Spike!” Twilight scolded, “Language!”

“Well?” Spike defended, “They're being annoying little brats.”

“You wanna say that to my face dragon?” Scootaloo taunted.

“Scootaloo enough!” Rarity barked.

“Shut up.” Scootaloo shot back. This managed to even gather a gasp from the two fillies beside her.

“I.....you....” Rarity was at a loss for words. Rainbow Dash was quick to intervene. She got in the fillies face who was now scooting away from the cyan mare.

“First of all, DON'T talk to Rarity like that. Second of all, you and your little friends are going to get off your flanks and get going. We didn't want you tagging along to begin with so don't think you run things, got it Scoots?”

Scootaloo shrank as the other two fillies had gotten up and joined their senior companions.

“But I'm--” Scootaloo whined,

“If you are tired then please, get on my back and I'll carry you for a little while. But you ARE getting up and we are NOT doing this again!” Rainbow sat down as to allow Scootaloo to hop on and the filly did so. A defeated look on her face.

With no further conversation, then group marched on. They still had plenty of time to make it before the adverse weather.  Scootaloo indeed was tired as within minutes her hooves dangled around the sides of the cyan pegasus and she was quietly snoring.

“That's not fair, why does she get to sleep and we don't?” Sweetie Belle complained.

Rarity didn't even hesitate. She briskly, and rather roughly magicked her sister onto her back leaving Apple Bloom to ride on Fluttershy as Spike was already with Twilight.

“So....why exactly did you bring them along?” Spike asked.

“It wasn't our intent Spike.” Twilight began, “They were eavesdropping, they heard too much and we didn't really have a choice.”

“Dammed if we did dammed if we didn't” Rainbow muttered.

“Exactly.” Twilight agreed. “Besides, their whining aside they have become rather important to making this all work, as I explained last night so its not like we can just leave them in Dodge City and go about out business.”

“Well if you didn't want us than why are we here?” Sweetie Belle inquired.

“She already said it dear.” Rarity said, “You fillies weren't supposed to know of any of this. It seems I wasn't supposed to either.”

“Well....not quite.” Twilight answered the odd look from her unicorn friend, “I was waiting for the right time.”

The journey continued without a hitch. It also managed to progress without much discussion. The fillies were fast asleep and the mares were deep in retrospective thought. Given the calm of the forest as well, it certainly helped them make their way through.

As the crystal-blue of they day began to morph into the dark black of night, the orange, warm gradient that sat between marked the day as coming to a near close. Fortunately, this wasn't an indicator of hindered progress.

Twilight halted the group once they reached a clearing at the base of Canterlor Mountain with a rail track leading to Cantelot, likely from Baltamare given their location.

“Alright, this is where the going gets a bit easier. It turns out that there are no trains headed to or from Canterlot over the next day or so so, we are going to make this much easier than it should be. We are walking on the tracks.”

Rarity paused and wore a look that could only be described as dumbfounded.  

“You're....joking right Twilght?” She snorted haughty, “You don't honestly expect us to just walk on these railroad tracks—I mean, there's no shoulder! What if there is a locomotive, we'll be crippled!”

“Remember when we had to go stop that snoring dragon?” Twilight asked coldly, already making her way up the ascent, “Either we do this, or we get to endure.....that, on a scale you can't even imagine.”

Rarity looked about, hoping for support but found none.

“Oh alright fine, I guess we really haven't a thing to loose.”

“We don't have to walk with you guys this time right?” Rainbow jeered.

“Of course you do.” Twilight smiled, “You and Fluttershy need to be our lookouts. If something or somepony is coming, it's be nice to have a heads up.”

“Rarity has magic. Can't we just teleport up there?” Rainbow was whining.

“Oh Pa-lease, my magic is...well, marvelous in every way but by no means is it...shall we say, adapted for such drastic and burdensome things.” Rarity admitted.

“Also, Rainbow teleporting only works with your destination in your line of sight. If any unicorn could simply teleport into Canterlot, we wouldn't have a train.” Twilight explained matter-of-factly as she hastened her pace hoping to force her friends to cave and follow.

“Let's go you guys, the longer we stay here the less time we'll have to do what we came to do.” Spike encouraged as he caught up with Twilight.” The other ponies reluctantly followed.

“Which is?” Rainbow asked.

“To dethrone the princess and bring peace and freedom to Equestria, that's what!” Twilight replied triumphantly.

“Okay but we can fly, Why don't we just meet you up there?” Rainbow really didn't want to be stuck behind in such cold weather.

“Rainbow Dash.” Fluttershy scolded, “We can't just leave them behind!”

“Oh yes I am!” Rainbow charged upward.

The cream colored pegasus hung her head in disappointment.

“So much for the 'Element Of Loyalty'.” Rarity huffed.

“Fluttershy, she's right.” Twilight conceded. “We'll need to know if they are expecting us—or sme other dangers....just go with her to make sure she doesn't do anything regrettable.”

“But—but--the girls--”  Fluttershy protested weakly.

“We'll be fine, and so will they.” Twilight looked back at the trailing fillies. “You've done plenty for us already, no need to waste time you don't have to.”

Fluttershy froze. Part wanted to stay for her friends, but the other did want to leave.

“Perhaps if you can get inside you can bring us some nourishment!” Rarity suggested.

“Yeah.” Twilight agreed. “We better get a move on if we expect to make it by dusk.”

“Oh.....okay.” Fluttershy made her way up the summit as well.

The trip was slow at first, the lack of a real end in sight as the mountain became progressively steeper wasn't much encouragement to push themselves too hard. After more than a few....”necessary stops” on Rarity's part, they finally made it a quarter of the way up as night gave way to dawn.

Twilight was still ahead of the group with Spike now on her back. The crusaders had awoken, only to find the voyage that caused their hooves to ache was nothing compared to what they were doing now. Despite their wishes, their rides did not continue. They had to walk as well.

“Well this is stupid.” Scootaloo grumbled.

“Ugh, I can't believe we have to do this.” Sweetie Belle groaned.

“Ah stop yer whinin' It ain't that bad...” Apple Bloom replied.

“Oh yeah?” Scootaloo snarled.

“Mm hm! Ah think we're getten' close ta halfway there!”

“I don't wanna hear anything until were close to done.” Sweetie Belle pouted.

“Well prepared to be bored girls.” Twilight heard their little exchange. “We have at least another two hours assuming we all keep at this pace.”

“Why don't you try to make this into a game somehow?” Twilight suggested..

“Easy for you to say.” Scootaloo growled.

“Ah stop it Scoots!” Apple Bloom was in a rather spirited mood, “Ah'm sure we could think of somethin'!”

“Like?” Sweetie Belle was curious.

Applebloom grew silent to let her brain do its work...and it's output was less than stellar. They were walking single file, on cold railroad tracks, with no rest if they expected to make it on time.

“Uh....” The filly wondered aloud.  “We could.....we....”

“Nothing.” Scootaloo interrupted.

“Oh come on Scootaloo it isn't that bad,” Rarity said, “Perhaps if you focus your thoughts on more positive things than we'll be done with this trek in no time at all.”

“Says the one who was whining for the first half-hour” Sweetie Belle retorted.

“Sweetie Belle!” Rarity scolded, “Where did you learn such disrespectful discourse!”

“Probably from one of the most self-centered unicorns in Ponyville” Scootaloo muttered.

“I heard that.” Rarity growled.

“And?” Scootaloo challenged, “What are you going to do about it?”

“Stop it Scoots...” Applebloom said annoyed. Her friend had an awfully short fuse lately and she wasn't liking it at all.

“Seriously though! We would’ve covered more ground if we didn't have to wait for little-Ms high maintenance to take care of her stupid foo foo crap.” Scootaloo hissed.

“Young lady that is enough!” Rarity barked.

“You're not the boss of me.” Scootaloo barked back.

“Scootaloo!” Sweetie Belle whined, “Stop being mean to my sister!--Please?”

“Yeah Scoots, y'all don't need to be makin' this any harder than it already is.”

The group continued onward for awhile, silently. Scootaloo had fallen the the back of the group, well behind everypony else. Muttering various things to herself as she glared at the ponies ahead.

She took this time to admire the little scenery they had. The thick woodlands and sparse trees on the mountain had given way to bare rocks, scattered waterfalls, and some snow as they ventured higher. Though one thing remained constant, the rail had no shoulder to it. If any train deviated off the tracks, it was done for. There were cliffs of course but no train would be able to utilize them in any fashion.

The orange filly then noticed an interesting waterfall that was straight and viscous; likely a mixture of snow and water—slush. She could see herself in this mirror of sorts and stopped to take a look. Her purple mane was tattered some with fraying swooshes all about. She still had some scars from her attack, and her mane was matted in most places from the damp cold of this mountain. Her eyes were bloodshot and dull in terms of color. Around her neck was her Cutie Mark Crusader cape. She examined it lazily, it was in awfully nice condition considering......

They were gone. She snapped out of her dawdling and whirred to see the group had moved well ahead. She cursed herself and bounded up the tracks only to be frozen by a sight she did not want to see.

A train. The sound of the locomotive scaling the track below. Then, a small trickle of light began to rapidly make its way towards her.

She wasn't to sure she could move this fast but she was. With all her might, using her wings as propulsion she leapt and sprinted towards the group who seemed unaware of what was approaching.

“TRAIN!!” Scootaloo screamed hoarsely.  

The other ponies didn't respond, they likely didn't hear her as she was still a bit behind.

“TRRRAAAAAIIIINNNN!”  She strained again. She was panting wildly as the train was getting even closer.  She pushed herself even harder.

Scootaloo was now only a few meters behind, she screamed at the top of her lungs.

“I'M NOT KIDDING! THERE IS A BUCKING TRAIN RIGHT BEHIND US!”

“Scootaloo!” Rarity scoffed, “We--” She stopped as she saw it too.

“What do we do!?” Sweetie Belle panicked.

Twilight darted her eyes around. She saw, ahead a series of ledges they could cling to as the train passed.

“Quick! Follow me!” Twilight began as the mares and filly sprinted towards the distant hillside.

The train's hi-beam was on them now. They could see it.  The mares were bounding ahead as the fillies were behind. Twilight and Rarity leapt to the ledge nearby which was far enough to jump to but too far to return only to realize their fillies did not follow suit.

“SHIT!” Rarity screamed. “SWEETIE BELLE!”

The fillies increased their pace, not even looking where they were headed.

Applebloom let out a blood-curdling scream as she lost her footing and went tumbling off the side. Scootaloo lept for the filly only to go off the side as well. She grabbed on to Applebloom's tail as the topmost filly hung on for dear life.  The mares could only watch this hell unfold.

Sweetie Belle panicked, the mares couldn't reach them, the train was headed their way and her friends were likely dead if she didn't do something. As the train turned the corner and shined right at her she skimmed through what little magic she knew. She knew levitation but had never dealt with anything of this weight.

Regardless she tried and for the first few attempts her horn shot a pathetic spark. She strained and was trembling wildly as she tried to get it right. The train let out a loud whistle. Scootaloo was losing her grip as she began to sweat to the point where it acted as a lubricant.

Both fillies couldn't speak, they were simply crying at this point Then, a green aura surrounded them both, initially struggling to pull them up, though the began to float and move upwards ever so slowly, then they were shot up to rail-level and fell hard on the tracks but were up and running with the train just meters away. They ran like made down the tracks with no idea what to do. The train seemed to get closer as the ledge the mares were on wasn't any closer.

They closed their eyes anticipating the worst.

“I love you girls!” Sweetie Belle cried.

“We love you too!” The other two fillies replied.

The light grew brighter still as it closed in, their hooves were giving way as the heat of the engine behind them began to warm their back hooves. Applebloom then flattened herself in the center of the tracks and the other fillies followed. Closing their eyes and expecting the worst.

As the train past, Rarity began weeping. Her sister was sure as dead. Twilight's lip quivered but she remained firm for her friends' sake. Spike was without words as his eyes fogged up as well.  The locomotive was a long one. Several passenger and freight cars made each pass an agonizing one. What only took mere minutes felt like hours for the three on the ledge.

The train past and there was not a sound. All seemed still for a few hear-pounding seconds for everypony. Each unsure of their fate.

“Did we make it?” A meek whimper came from a white unicorn.

“Sweetie Belle!” Rarity hollered. “Are you hurt?”  Stupid question.

“Uh....no?” The filly got up anc checked herself as the other two followed suit. Applebloom was breathing heavily and coughing whist Scootaloo was still trembling from the whole experience. They were covered in soot, dirt, and has some splinters but were alive and in one piece. They didn't hesitate to hop to the ledge, with Rarity using what limited magic she had to guide them over.

Sweetie Belle was instantly in a tight hug as her sister embraced her, weeping as she did before. Apple Bloom and Scootaloo sat on the ledge and watched.

“Thank goodness you girls are okay..” Twilight began. “That was too close.”

“You could say that again.” Scootaloo replied. “Stupid train.”

“Ah can't believe nopony on the train didn't see us?” Apple Bloom questioned, “Ya'll would figure with them fancy lights they'da seen at least one of us.”

“Most of these trains are run by magic in terms of guidance. The only stallions up front were likely manning the coal burner....either way, somehow you girls cheated fate.”

Sweetie Belle began to squirm a little as she wanted to be in the open air. Rarity reluctantly let go and Sweetie embraced the cold. A sigh of relief.

The all sat silent, ingesting the whole of what could've been and what was, though the frigid temperatures eventually eased them back to their present task.

“Well, shouldn't we be goin'?” Applebloom asked.

“I guess...” Twilight began, “But I'm not so sure we should return to our initial course—“

“But how else are we gunna get there?” Applebloom asked,

“That's a good question.” Twilight said mostly to herself.

“I certainly don't want to be along those tracks again—This was enough thank you!” Rarity was calmed now but a bit stubborn.

“I'm afraid that's really our only option.” Twilight replied reluctantly.

“But--” Rarity began,

“How much longer do we have?” Spike asked.

“I'd say a good hour and a half if we keep a steady pace.” Twilight responded.

“What just happened Twilight! We can't possibly--” Rarity began again.

“Oh well that shouldn't be so bad!” Scootaloo jumped in excitement.

“Yeah!” Applebloom agreed.

“But--” Rarity was getting rather annoyed.

“Yeah!” Sweetie Belle interrupted. “And now we know what to do if another trai--”

“NO.” Rarity boomed. “No way in HELL are me and my sister being put in harms way again!” She was breathing heavily, it was unlike her to ever raise her voice like this but, this situation called for it.

“Well than I suppose you have a better idea.” Twilight asked. Head askew.

“Well....I......We....” Rarity didn't.

“We could just starve here and call it a life.” Spike panned sarcastically. A giggle came from the three fillies.

“This isn't funny you little bastard!” Rarity growled.

“Ooh!” Sweetie bounced again, “Spike could use his fire breath as a signal for any trains! That'll stop them for sure!”

“Yeah! An' ah reckon there should be some landin' spots like this all over this mountain!” Apple Bloom added.

“Besides,” Scootaloo added, “I'm sure Rainbow Dash and Fluttershy will come back soon enough. They could be lookouts!”

“YEAH!” The three fillies high hooved.

“You girls aren't the least bit worried?” Rarity was using a tablespoon to raise a sinking ship.

“Nope!” Scootaloo boasted. “Not at all!”

Sighing, the two mares formed a means to get the fillies up first. Rarity reluctantly levitated them back onto the tracks and then she and Twilight managed to jump, hang, and scamper over the ledge with Spike following suit.

The fillies were in front this time.--On orders from Rarity. All of them would check behind them, raise their ears a bit, any advance warning was best. Though they began into a part of the mountain where there were barren woodlands on each side of them. More than enough to leap behind some trees on some rough ground should another train make its presence known.

“I just don't understand...” Rarity mused, “If I were to have been in their predicament I would likely have died by my own fright than the train itself.”

“Twilight laughed, “Those girls have been battered and bruised quite a bit. They;re young, they're headstrong, and they are optimistic. Frankly I see it as a good thing. The more motivation the better.”

“Yeah.” Spike added. “If we can get through this, then Canterlot will be a piece of cake!”

“I sure hope so.” Twilight said, looking up at the stars as she thought about what she hoped was waiting for them when they arrived.

It wouldn't be too long now. Next Chapter: Grand Ole Op'ration Estimated time remaining: 2 Hours, 24 Minutes