It was an overcast afternoon, Ponyville residents having been calmed down after fighting over gold are now totally, diligently preparing for a scheduled storm that is to make up for one skipped by the weather team by accident. Applejack and Rarity were two of the ponies tasked with preparations. Rarity was apparently decorating the branches of the trees, Applejack was taking them down so there would be less debris.

"Hmm. Hah! Perfect!" Rarity commented as she beautified one of the branches after putting it back on.

Applejack being not amused of course lassoed it and yanked it down.

"Just take the broken limbs down, Rarity. Don't ya'll care about nothing other than prettifying?" Applejack sneered.

"Somepony has to. You were making an absolute mess of the town square, Applejack."

"Yeah, well for one we are going to be tossing these branches away so there's no debris flying around from the storm. We take these branches down early so they don't cause a problem in the future for any of the citizens."

"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."

"Well they're doing this to make up for an accidentally skipped sprinkle," Applejack matter-of-factly stated then off to the side, "darn it Rainbow Dash."

It then proceeded to rain with dramatic effect. Rarity of course did not like to get her mane all unkempt.

"Oh no! My wonderfully styled mane shall be ruined!" Rarity bawled.

"Ya should'a hurried up and finished the job already there Rares'."

"This is quite the heavy rain!"

"Hmmm... oh! Hunker down to your heart's content while I finish things," Applejack continues while pointing to the underneath of a bench.

Rarity immediately ran over there but found the underneath way beneath her standards.

"NOPE!" Rarity spoke unladylike.

"Fine then, Ah'm not in the mood for bickering so ya be on your way now," Applejack replied.

Both then backed up slowly giving each other the stink eye, then lightning struck and the rain got worse causing them to gallop back and hold on to each other.

"Perhaps we should stick together for now and find some shelter," Rarity commented.

"Uh-huh, perhaps we should. And fast."

Theme.

Applejack was hiding under that bench she was talking about... it was muddy... not fun stuff. Rarity opted to stay out in the rain and let the wind blow her mane around. It was then Twilight called them out to get into her house since well... duh.

"Come on in girls, quick!" Twilight commented.

"Whoa! Are ya sure inside a tree is the best place to be in a lightning storm?" Applejack questioned.

"Ehhhh... the tree next to my house is taller, lightning always strikes the taller object so yeah we'll be fine," Twilight shrugged it off.

"We are most grateful for your invitation," Rarity commented then turned to Applejack and scowled, "uh, do be a polite house guest and go wash up please won't you?"

Applejack grumbled a bit and went outside to hose her dirty hooves down.

"Some storm, huh? The Pegasus ponies sure have outdone themselves this time. I hope you and Applejack don't have any trouble getting home," Twilight continued.

"It may indeed be a problem."

"Well, you're welcome to stay if need be. Spike, Apple Bloom, and Fluttershy are here with me. The Harem has to bond after all. Looks like all of us are staying here for the night at this rate."

"Oh, hi Rarity," Fluttershy says as she comes down the stairs to the library, "we don't mind having extra ponies over for the sleepover."

"Thank you darling," Rarity commented.

"I have a book--" Twilight tried to begin.

Spike and Apple Bloom came down the stairs. Spike swatted the book out of her magic.

"Awww silly Twilight," Spike started.

"Ya don't need a book to have a good sleepover," Apple Bloom finished.

"Oh, so how do you do a sleepover?" Twilight asked.

"Well my naive marefriend, let me and Apple Bloom take care of it~" Spike cheerfully said.

It was then that Applejack finished hosing herself down after having technical difficulties that only result from being an Earth Pony and trotted in.

"So, what did Ah miss?" Applejack asked, "Oh hi sis'."

"Hi!" Apple Bloom blared, "We're going to have a sleepover!"

Applejack was not in the mood to spend any more time with Rarity sooooo...

"Uhhh will ya' look at the time, Ah should get going, you know, apples and such..." Applejack sprinted out the door.

Lightning just struck, and Applejack came galloping back in.

"Or... maybe Ah'll just stay here since Apple Bloom is here already."

"Harem sleepover at Twilight Sparkle's with Rarity and Applejack! Yay!" was Spike, Apple Bloom, and surprisingly Fluttershy's exclamation.

"Alright lets see... lets start off with makeovers~" Twilight Sparkle then pulled out a checklist.

Spike and Apple Bloom could only facehoof at that.

Never mind.

Never mind.

So, a little bit later, all of them were wearing mud masks and cucumbers, well except for Spike, he was busy getting his spines all polished by Fluttershy.

"Oh, your scales are coming quite shiny you know Spike," Fluttershy cooed.

"Yeah, getting these things polished clean is a whole different story from taking a bath," Spike chuckled in reply.

Applejack wasn't in the best mood.

"So yer tellin' me that Ah have to wash off the mud off my hooves but ya'll can put mud on our faces?" she questioned.

"Oh no no no darling, this is not any mud, it's a mud mask, a very special blend of items that rejuvenates the coat, it's also quite cool and relaxing as well," Rarity replied.

"*sigh*"

Applejack was not feeling it, but at least her younger sister was enjoying it as she talked with Twilight about their adventures with the dragon as well as how Fluttershy joined them. They then finished their makeovers.

"Makeovers, check, Oooo! Ghost stories! Who wants to go first?" Twilight asked.

Fluttershy meeped and dashed up to the bedroom and hid under the sheets.

"Well looks like it won't be her," Twilight continued.

Applejack, ready to release all her perturbation, went first.

"Ah'll go first! I'd like to tell y'all the terrifying tale of the prissy ghost who drove everypony crazy with her unnecessary neatness. Oo-oo! I'm sure ya'll familiar with that one?"

Applejack just got a few blank blinks from Apple Bloom, Spike, and Twilight. Rarity was of course offended and retorted.

"Never heard of it, 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!"

And of course again, Apple Bloom, Spike, and Twilight all just gave her blank blinks and of course were confused.

What has gotten into mah' sister? That is just downright rude, and she was the one who taught me to be nice.

"That's not a real story. You made it all up," Applejack complained.

"It is a ghost story, they're all made up," Rarity retorted.

Just then a perfectly timed lightning strike happened. Twilight turned out the lights at that moment for dramatic effect. Apple Bloom screamed and clung to Spike. Applejack and Rarity could only cower. Twilight then turned on a flashlight and began telling her story.

"I've got one! This story is called 'The Legend of the Headless Horse'. *lightning strike* It was a dark and stormy night, *lightning strike* just like this one. *lightning strike* And there were ponies having a slumber party, *lightning strike* just like this one... *lightning strike*" Twilight began.

"And just when *lightning strike* the last pony thought she was safe, *lightning strike* there, *lightning strike* standing right behind her, *lightning strike* just inches away *lightning strike* was-- *lightning strike* The HEADLESS HORSE!" *SUPER LIGHTNING STRIKE*

Apple Bloom could froze up and squeezed Spike so tight he almost loss circulation. Applejack and Rarity clung to each other in fear. Twilight of course just being thoroughly entertained by their reactions.

"Ghost story, check. Now, who wants s'mores?" Twilight chirped.

"Oooo! Me!" Fluttershy popped her head out of the door happily, glad that the ghost stories were over.

They then began to make s'mores. Rarity of course was being overly delicate with the process.

"Then you place one marshmallow on the top of the chocolate and be sure it's centered-- that's critical for structural integrity -- and then carefully put another perfectly square graham cracker on the top. And done! Ta Da!" Rarity chirped with a laugh.

Twilight was impressed as she never really went camping when she was young, it was great that she could finally experience youthful things.

"Ooo!" Twilight mused like a little school filly.

Apple Bloom of course was amused at Twilight's childish behavior about s'mores. She felt happy to know that they are helping her experience the wonders of sleepovers. Fluttershy commented on the s'mores.

"You know, I love having s'mores since it reminds me of outdoors camping, of course with the animals all around to enjoy and nature to look at, and a good snack, it just can't be beat," Fluttershy squee'ed.

Apple Bloom could appreciate that also, considering she went on camping trips with Applejack before. Apple Bloom and Fluttershy then told Twilight and Spike of their camping trip tales, it was interesting to say the least. It was heartwarming until...

"Nah, you just eat 'em!" Applejack bursted in and chomped the s'more that Rarity made down then burped.

"*sigh* You could at least say excuse me," Rarity commented off to the side.

"Awwwwww," Applejack adopted a cute sounding voice, "Ah was just about to, but you interrupted me. Pardon."

Apple Bloom felt a bit humiliated that her sister was acting in such a way, it was just not normal to see Applejack do such things in front of almost the whole gang. Twilight broke the awkwardness by continuing down her list.

"Alright then... s'mores, check. Next up is pillow fighting!" Twilight was being cautious after watching Applejack and Rarity's unusual behavior.

She knew that "Truth or Dare" would only happen if they calmed down. Unfortunately for her, she didn't know what pillow fighting was. She got swatted by a pillow from Apple Bloom who giggled until she was swatted by a pillow from Fluttershy. The three of them and Spike started to fight with pillows. Twilight was still trying to figure out what it was apparently. Rarity didn't want in until...

"Oh, please. I am not interested at all in participating in something so crude..." she got hit in the face with a pillow thrown from Applejack, "Oh! IT! IS! ON!"

Rarity started using her magic to throw pillows back at Applejack. The pillow fight between the two started to get so intense that Twilight, Apple Bloom, Spike, and Fluttershy got buried in the pillows they were throwing and they stopped fighting as they just sat there getting buried in the pillows. It was at that moment that Twilight figured it out.

"Oh!!!!! Pillow... Fight!!!! Oof!" Twilight exclaimed as she got pelted with more pillows, "girls, do you think you can turn it down a notch?"

"Ah will if she will!" Applejack yelled.

"No, you started it!" Rarity yelled back.

Fluttershy was shocked now at Rarity's behavior, that was very unlike the Rarity that she remembered from their spa dates that they usually go on. Apple Bloom was being very tolerable of her older sister's behavior surprisingly, she was getting very close to her snapping point though, even Spike saw it visible on her face.

"Spike, I'm sorry if my sister is being a bit... rude?" Apple Bloom apologized to Spike.

"Don't worry about it Apple Bloom. I'm sure they'll snap out of it... eventually..." Spike replied while giving her a pat on the head.

Twilight decided after that, not being in the mood for more "fun", that it was time to go to sleep. After cleaning up all the pillows and feathers from Applejack and Rarity's pillow war, they all took their baths taking turns. It then came time for them to get to sleep. Of course the Harem of Spike, Apple Bloom, Fluttershy, and Twilight slept on Twilight's bed while Applejack and Rarity had to share a bed themselves.

Mah younger sister is so lucky to be able to be with a great dragon like Spike... while I have to share a bed with... that unicorn...

Ooo, Fluttershy is sooooo lucky she has that dragon! Look how cutely she is curled around Apple Bloom... while I have to share a bed with that farm pony...

Yes, Fluttershy was curled around Apple Bloom while Twilight was curled around Spike. Spike and Apple Bloom were cuddled up in between the two mares. They all then started to drift off peacefully. They would have gotten good sleep BUT...

"Keep your muddy hooves on your side of the bed," Rarity scowled.

"Mah hooves ain't muddy," Applejack retorted.

"They were. There might still be a little on them."

"There ain't, see?" Applejack held a hoof up.

"Eww! Anyways, I have to make the bed so the blanket is right," Rarity pulled the sheets off while Applejack was sitting on it causing her to flop onto the floor.

"Hey!"

Rarity then made the bed with the sheets taut. Applejack was about to get in BUT...

"Ah ah ah! You'll ruin it. You have to do it like this," Rarity wriggled into the sheets slowly and let out a sigh of relief.

Applejack was not having any of it.

"Yeah, that's not going to happen," she jumped into bed, "GERONIMO!"

Rarity was launched off the bed and thudded onto the bedroom floor.

"Hey!"

"Ahhhh," Applejack sighed in comfort.

"You did that on purpose! Now get off so I can fix the sheets again," Rarity yelled.

"Can't hear ya, Ah'm asleep. *totally believable snores here*"

Rarity was perturbed.

"Well you will move if you want any sheets!" Rarity pulled the sheets off from Applejack which caused her to fall onto the floor.

"Hey! Give those back!" Applejack exclaimed.

"I will not!"

"Yes you will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

"Won't!"

"Will!"

Twilight Sparkle has had enough, and Apple Bloom also hit her final straw.

"ENOUGH!" Both mare and filly exclaimed.

Twilight started, "It says right here on my list that we should have fun, and thanks to you two I can't check that off!"

"I've been trying my hardest to get along," Applejack tried to reason.

"No, it is I who have been trying my best," was Rarity's reasoning.

"No, it was me."

"No, it was I!"

"Me!"

"I!"

Apple Bloom raged.

"Ah can't believe you two, it was originally going to just be me, Fluttershy, Twilight, and Spike having a peaceful time bonding as a Harem, but you two just ruined all the fun we were going to have! Sis' why would you do this to me..." Apple Bloom blared.

Twilight finished off, "I hope you are happy, both of you. You've ruined my very first slumber party, not to mention my special time with Spike's Harem. The makeover, the s'mores, the pillow fight... I mean, is there anything else that could possibly go wrong?!?!"

Just then another lightning strike struck the taller tree next to Twilight's place.

"Sorry that I asked..." Twilight cowered.

Applejack took this as a chance to throw more darts at Rarity. The damaged top of the tree started to lean towards another Ponyville resident's hut. Spike and Fluttershy were also awake at this time.

"Ya see? That's why we needed to take down all the loose branches in town, NOT spiffy 'em up," Applejack jeered.

"But I--" Rarity began.

"Outta mah way, missy! Time's a-wastin'."

Applejack then threw a lasso out the bedroom window and latched it onto the loose treetop. Rarity was genuinely concerned about what Applejack was going to do with that treetop.

"Wait! Stop! Don't!" Rarity pleaded.

Applejack of course wasn't going to have any of it.

"No waiting! No stopping! DOING! And that, my friend, is what we call getting 'er done," Applejack pulled the lasso...

The treetop being all "Yo' Dawg I heard you like trees..." blasted through the window and entered the bedroom causing massive chaos. Rarity commented.

"I tried to tell you that it would come crashing down in here."

"Well, ya should'a tried harder," Applejack turned to the Harem, "I'm mighty story Twilight."

Twilight Sparkle blew a gasket.

"It's... well... NOT OKAY! There's a giant tree branch in the middle of my bedroom! Not to mention everything I was frustrated about earlier!" Twilight barked out, Spike and Apple Bloom trying to calm the crazed unicorn down.

Fluttershy was muttering something on the lines of, "I know I would like to be a tree... but this is NOT what I had in mind."

Spike and Fluttershy took Twilight downstairs to the living room for some relaxing tea.

Apple Bloom turned around before she too left and yelled at them, "you two clean this up! Ah think you've done enough for our bonding moments for today!"

Applejack and Rarity were in shock. A filly just yelled at them for something valid. Rarity began with the books, which was a pointless and futile effort since they were already battered.

"What in tarnation are y'all doin' over there?" Applejack barked, the wind from the open window not helping in transmitting her voice.

"Cleaning up this mess somepony made. Who was that again? Oh... right, that's you," Rarity seethed.

"We gotta do somethin'!"

Rarity at first ignored.

"*grunts* Rarity, for pony's sake, stop sweatin' the small stuff and help me get rid of this thing! I said hussle over here and help me!" Applejack then realized what a silly pony she was being, especially after being all dumb in front of her own younger sister, she deserved that yelling, "*sigh* look, I'm sorry, alright?"

What? Did she just apologize? Now's the time to listen Rarity. Chop chop now.

"What was that?" Rarity responded.

"I said I'm sorry! I should have listened to you when you noticed this was where the branch would end up. Yer' annoying attention to detail would have saved us from this whole mess. But right now, ya need to stop being so dang fussy picking up all the little things and help me move the one big thing in here that actually matters! Please!" Applejack pleaded.

Rarity looked at the messy work.

"Uh... uh, but I'll get all icky..."

"Consarnit! What the... *sigh* I mean, yes gettin' all icky is often a side effect of hard work. But y'all need to get over it, on account that I just can't fix this mess I made myself. I need your help."

Rarity realized what a prissy pony she was being.

"Let's do this."

They then managed to clean up all of the tree that was in Twilight's bedroom and cleared out all of the debris. Any leftover loose branches Rarity turned into nice decor like she did at the beginning of the episode. Turns out the Harem heard the whole thing while they were all drinking tea trying to calm their nerves down, it was quite touching to know that two friends came on even terms. They trotted into the bedroom and saw everything was neat, there was even branch decor on the floor.

"Ooo! Pretty!" Apple Bloom and Fluttershy commented.

"I'm quite impressed Applejack and Rarity, you managed to clean up this mess and finally be on even terms," Twilight congratulated.

"Thank you kindly Twilight," Applejack thanked.

"Thank you darling," Rarity began, then noticed herself all icky, "oh, I do look horrible."

Applejack got an idea. She put cucumbers on Rarity's eyes.

"Better?" Applejack asked.

Rarity smiled.

"Better," Rarity chimed in.

Rarity then gave Applejack a hug.

"Awwww," The Harem cooed.

Fluttershy and Apple Bloom then got an idea and whispered to each other about it. It was a sort of reward for them being able to make up for all their differences.

"Hey sis' and Rarity! Quick! Game Time! I dare ya to kiss the drake ya like!" Apple Bloom winked at Applejack.

"Oh, and Rarity, the same goes to you too," Fluttershy winked at Rarity.

Fluttershy was told of Rarity's little thing she had going for Spike while Applejack and Apple Bloom had talked about it briefly as seen in Season 1 Episode 1. Of course the two mares couldn't be much more happier and they both surrounded Spike and both gave him a kiss, one on each cheek. The poor drake could only faint. The four mares and one filly just laughed at how much love he's getting.

After Rarity and Applejack cleaned up, further into the night they were playing "I Spy". They were playing in teams. It was Applejack and Rarity vs. Twilight and Fluttershy vs. Apple Bloom and Spike. It was Applejack and Rarity vs. Twilight and Fluttershy at this round.

"Is it bigger than a barn?" Applejack asked.

"Nope~" Fluttershy chirped.

"Is it it smaller than a saddle?" Rarity questioned.

"Nope~ Only three of your twenty questions left!" Twilight replied.

"We're never gonna guess what yer' thinking of. It could be anything." Applejack commented.

"Are we getting warmer?" Rarity continued.

"Why? Is it too cold in here for you? I can turn up the heat," Twilight worried.

"I think she means are we getting any closer with our guesses?" Applejack matter-of-factly explained.

"Oh! No, and that technically counted as a question, so only two more left!" Twilight joked.

"Is it... a six-legged pony with a purple polka-dotted mane and shooting stars coming out of his eyes?" Applejack guessed.

Twilight went wide-eyed then decided to play with them.

"That's it!" Twilight exclaimed.

"It is?" Applejack and Rarity were astonished.

"No. *chuckle* It's that," she spoke pointing to the telescope, "but it was so nice to see you two finally getting along, I wanted you two to be able to win together."

They all laughed together and had a good time. When they finished up with all of the games, they wrapped up and finished drinking their tea.

"I declare my first slumber party a success!" Twilight happily chirped in, "have fun, check." (Awww there goes my streak... oh wells.)

All of them cheered. They then went back up to the bedroom. Apple Bloom and Fluttershy beckoned Applejack and Rarity to join them since they were part of the Harem as well. The 4 mares slept in a circle around the filly and drake, with their head resting on the one in front's flank. Apple Bloom, Rarity, Applejack, and Fluttershy all dozed off. Twilight decided to write a letter to Princess Celestia.

Dear Princess Celestia,
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'd just might be surprised to discover a way to be friends after all.
Your faithful student,

Twilight Sparkle

Twilight then had Spike send it. She then gave Spike a kiss on the lips.

"Thank you, for always being there for me," Twilight cooed.

The final two then went to sleep, the branch decor that Rarity had made being of the four mares, filly, and drake themselves. It really was a good sleepover indeed.

Camera pan over the branch decor then a zoom out then a fade to black with peaceful music with the storm in the background.

End Theme with Credits.