Applejack stretched out her front legs, letting out a small grunt as she felt her muscles tighten. She was doing her stretches just outside of a large crowd of ponies who were all getting ready for the big race. AJ glanced around, sizing up the crowd as she sat back onto her hind legs and stretched her front legs over her head. Everypony looked excited to be there. Some ponies looked serious, doing similar stretches and jogging in place. Others were just smiling and talking to their friends. There were even quite a few fillys running around and playing in the piles of leaves that had been brushed to either side of the starting line. AJ moved her eyes from the playful fillys to the dirt racetrack ahead of the crowd. There was a decent amount of leaves piled up around the starting line, but the trees surrounding the track were still almost completely full of leaves.

"It's a good thing so many ponies showed up this year," Applejack thought to herself, "otherwise I don't know if we'd be able to knock all those leaves. Sure is an awful lot." AJ walked over to a nearby tree, leaning on it as she stretched out her back legs one by one. She watched as a single orange leaf detached itself from her stretching tree, picking up wind and soaring over the crowd of ponies. As the leaf blew behind the crowd, AJ noticed somepony calling her name. She turned around to see an excited Rainbow Dash approaching her.

"Well, if it isn't miss second place," said Rainbow, smug as ever, "you ready to polish my trophy today after I win?" Rainbow began hovering and quickly flipped upside down in the air, providing AJ with a teasing, upside down smirk just a few inches away from her face. "You are still down for our bet, right?" said Dash, fluttering a quick circle around AJ as she asked. "I didn't scare you off by winning the last two did I?" AJ rolled her eyes while her arrogant friend did a flip mid-boast.

"Brag all you want Rainbow," said Applejack, "but you're gonna be eating those words as you polish MY trophy tonight." AJ shot her friend a snarky grin as she continued to stretch, ignoring Rainbow's tricks. Rainbow Dash landed, pleased with AJ's banter.

"Alright AJ," said Rainbow, extending her hoof, "best pony wins?" AJ smiled and shook Rainbow's hoof, nodding in agreement. The smug look on Rainbow's face was now replaced with a friendly smile as she began hovering once more. "Anyway, how the heck have you been doing?" Rainbow asked, giving AJ a friendly punch to the shoulder. "Everything cool with Rarity? At home?"

"All good here," AJ replied, "you doing okay too Rainbow?" Rainbow smiled as she kicked back and lounged in the air as she hovered.

"Just living the dream, girl," Rainbow replied, "can't really complain." AJ nodded in agreement. "Speaking of dream girls," said Rainbow, looking over AJ's head, "it looks like your soulmate is finally here." AJ gave Dash a playful shove before turning around. Rarity was jogging toward AJ and Dash, sporting sweatbands on her front hooves and levitating a pair of water bottles alongside her. Rainbow waited till Rarity caught up to them, before turning around and taking off back into the crowd. "I'll leave you lovebirds to it," she shouted mid-getaway, "see you at the finish line, second place!" A few ponies in the crowd turned and giggled, causing Rarity to blush.

"Oh, that ruffian!" said Rarity in a huff. She shook her head as she gently levitated one of the water bottles to AJ who grabbed it out of the air with her hoof. "I swear that pony has absolutely no class," Rarity continued, before taking a swig from her water bottle.

"Don't drink too much hun," said Applejack. Rarity shot her partner a confused look, her mouth still full of water. "You just wanna take a few sips," AJ explained, "if you gulp down a ton of water you'll cramp up." A look of slight panic came to Rarity's face, as she pointed her hoof to her full mouth as if questioning if she should spit it out. Applejack laughed and threw her hoof around Rarity, causing her to gulp down the water. "It's all good hun," AJ explained, "it's your first race. You'll do fine. Besides, you're mainly just gonna be looking for a note or something, right? It's not like you're trying to win first prize." Rarity threw a hoof around AJ and smiled.

"Of course I won't be taking home gold," said Rarity as she bopped her partner's nose, "that's going to be you darling!" Applejack gave Rarity a confident wink, while placing her hat on Rarity's head. "Actually, do you know how long the race is?" Rarity asked, adjusting her newfound hat.

"That depends on which race you're running today."

Applejack and Rarity jumped and turned around to see Twilight standing behind them, still hovering a clipboard next to her with her magic.

"Oh, I'm sorry to sneak up on you like that," Twilight said with an awkward chuckle, "I just overheard your conversation. How are you girls doing?" Rarity and AJ exchanged their pleasantries with Twilight, giving hugs and informing her of Rarity's inclusion in the race.

"Well, lucky for you," Twilight explained, "we actually have some shorter race options available this year." Twilight moved her hoof around in the air as she talked. "We still have the normal five kilometer run, but we also have a two mile, and a one mile fun-run as well. That's why you see fillys running around this year, they are participating in the fun-run. It isn't as high stress as the actual race, but they can still help knock down the leaves, at least for part of the course!" Twilight ended her explanation with a cheesy smile, pleased with her summary.

"Well, that's just fantastic," said Rarity, "I get to run the kiddie race." Applejack put a hoof on Rarity's back, Rarity not looking pleased.

"It's not just for kids, Rarity," Twilight replied, shaking her head, "lots of ponies are running the one mile. Some ponies are also running their first race today, just like you. They are using the one mile as a stepping stone to try the longer races eventually." She pointed to different ponies in the crowd as she did her best to make Rarity feel better. "Plus some ponies just want to help out, but aren't very athletic and would prefer a shorter race," said Twilight as she pointed to Fluttershy, who was at the edge of the crowd receiving a pep talk from a gaggle of geese. "I added the other distances to be more inclusive and accommodating," Twilight explained. "Like, look, Derpy is running the one mile so she can run it with her daughter." Twilight pointed to the front of the crowd, where Derpy was handing Dinky a paper bag lunch. This made Rarity feel better, and the trio of friends continued to talk as they walked toward the starting line.

"Is everypony ready to begin the biiiig race?"

Pinkie Pie put her hoof up to her ear to listen to the crowd roar back at her from up in her hot air balloon. "I can't heeeearrr youuuuuuu~" she retorted. The crowd roared back even louder, much to her delight. All of the ponies stomped their hooves in excitement, whooping and cheering for the start of the race. "Alright eveypony, I think you're ready," announced Pinkie, "let's quickly go over the race and then we can get this show on the road!" Pinkie leaned over the side of her balloon basket and pointed down at the dirt path ahead of the runners with her hoof. "This road, specifically." Pinkie deadpanned, netting a few chuckles and groans from the crowd. "Okie-dokie, so there are three race lengths that you will be running today," she said, "you will all start together from this starting line, and stop when you reach your specific race marker. The one mile stops just before the creek, the two mile stops right after the stone bridge, and of course the five kilometer ends at the big finish line. We have signs and ponies at each of the race markers, so you guys just focus on running, and knocking down those leaves! We have medals for everypony placing in the top eight spots of each race, plus a big ol' honking trophy for the winner of the 5k!" Spike popped up next to Pinkie in the basket, holding up a large golden trophy. The crowd gave a collective "oooooh" as the trophy gleamed in the sunlight. "Thank you co-commentator Spike," Pinkie continued. "So to start off the race, I'll be giving you an 'on your marks', then a 'get set', and then you will hear the sound of my party cannon being fired by my sister Maud!" Pinkie pointed down at Maud who was standing next to the starting line with the aforementioned cannon. Maud gave an uninterested wave. "She's such a team player," Pinkie commented, "but anyway, once you hear that cannon, you're off! Everypony got that?" The crowd gave a resounding "yes", with ponies taking their starting stances. "Alright everypony, have a good race!" yelled Pinkie.

Rarity and Applejack stood next to each other at the front of the pack, their hooves just a bit behind the starting line. Rarity took some deep breathes, visibly nervous. Applejack leaned over and kissed her on the cheek, before whispering a gentle "you'll do fine!" into her ear. Rarity gave her partner an appreciative smile, levitating Applejack's hat back onto it's owner's head with her magic. Upon feeling a nudge on her shoulder, Applejack turned around to find Rainbow Dash standing next to her on the other side. Rainbow offered up a hoof, mouthing the words "good luck" with a friendly smile. Applejack bumped her hoof against Rainbow's and tipped her hat with a grin.

"On your marks!" yelled Pinkie.

The crowd grew totally quiet. Ponies tensed up, all eyes focused on the road ahead.

"GET SET!"

Pinkie pointed to Maud from her balloon.

"Go." said Maud.

BOOOOOMMMM

All of the runners took off, ponies cheering from the sidelines, and Pinkie's balloon following the pack.

Applejack's heart pounded in her chest as she ran. She was in the final stretch of the race, and she was starting to feel her fatigue catching up to her. She kept up her pace, however, determined to catch up to Rainbow Dash before AJ ran out of steam. She could see Dash up ahead, she had been trailing a bit behind her for the past mile or so. Leaves flew off the trees as the ponies passed them, blowing around in the afternoon breeze. The sun was high in the sky now, and the heat only made AJ more tired. As she kept up her pace behind Rainbow, the two of them exited the forest and could see the path to the finish line. There was still a small stretch of course left, but it was all out in the open and relatively flat. AJ could see a large crowd of ponies at the finish line waiting, and there were other small patches of ponies strewn about different spots before the finish line. The first group they passed was Fluttershy with a few of her animal friends. She gave Rainbow and then AJ a gentle cheer as they passed by. They continued toward the finish, receiving cheers and encouragement from different ponies as they passed them. After passing a few groups, AJ noticed a pony running toward them from the sidelines.

"Applejaaaaack!"

AJ looked over at the sound of her name to see Rarity running up to her position. She had a medal strung by a blue ribbon around her neck, and was levitating a piece of paper next to her as she ran. Applejack gave the biggest smile she could despite her fatigue, happy to see Rarity had won something. Rarity caught up to AJ, turning around and running next to her.

"I found the next clue, Applejack!" said Rarity, doing her best to keep up AJ's pace. Applejack motioned with her head toward Rarity's medal. "Oh yes, I also got eighth place in the one mile!" said Rarity, looking down at her medal with a grin. "But that's not important now, listen! I read over this note, and it says that the next clue comes with the first place trophy! If Dash gets it, she'll probably throw it away or lose it or something. You need to win this race!" Rarity stopped to catch her breath as AJ ran on, still tailing Dash. Rarity lifted her head up and shouted to AJ as she ran away.

"WIN THIS FOR ME!"

Applejack's eyes grew wide and filled with fire. She felt her fatigue lift away, her muscles still tired but feeling able. Applejack leaned her head down, mentally locking on to Rainbow dash ahead of her. "Out of the way, second place," AJ thought to herself. Her mind filled with determination, she lifted her pace from a steady run to an all-out sprint. Rainbow Dash turned around at the sound of pounding hooves, only to see Applejack sprint right past her. Dash gave out a shout of dismay before sprinting after AJ. As the finish line approached, the two ponies became neck and neck. Ponies cheered both of them on as they sprinted toward the finish.

"That trophy's mine!" shouted Dash, gasping for air afterwards. She kicked up her pace to as fast as she could muster, gaining a slight advantage on AJ.

"No, no, no!" Applejack thought, "Not this year! This time, you get to be second place!" As she pushed herself even harder, an image of Rarity came into her mind. She thought of the two of them laying out on their blanket. She turned her head to Rainbow, preparing to jet ahead. "Not this time! I've got love on my side or whatever!" AJ shouted. At this, she pulled out all the stops. Applejack had never run that fast before in her entire life. It felt like her heart, lungs, and legs were about to explode in that order. Dash tried her hardest to keep up, but it was no use. Applejack flew across the finish line mere seconds before Rainbow. The crowd erupted in cheers as Applejack collapsed in the grass, throwing up a hoof afterwards to show she was okay. Applejack lowered her hoof back down and took a moment to rest herself. After catching her breath, Applejack stood up to see an equally tired Rainbow dash.

"Hey iron pony," said Rainbow Dash, "that was a heck of a race. Good job, you did awesome!" Applejack smiled and offered up a hoof, which Rainbow shook. Rainbow smiled back at her friend and pulled her into a hug. "I'll have to train real hard to win my title back next year," said Rainbow. "But for now, you earned this one. Enjoy it! Also, incoming attack hug. Later!" Dash jetted away, while AJ turned around into a pouncing Rarity. Rarity hugged her partner extremely tight, squeaking with joy.

Rarity praised Applejack for her win, throwing lots of compliments her way and causing Applejack to blush a few times. Twilight and Fluttershy came by to congratulate her, and Pinkie delivered her trophy. Rarity reached into the trophy and pulled out another note, which she read and seemed to ponder. Applejack tried to read it, but ponies kept coming up to talk to her and say congratulations. After the crowd had dispersed, Rarity motioned for Applejack to walk with her.

"Dit yu fint out where da next one was?" asked AJ, doing her best to talk while dragging her trophy with her mouth and walking backwards. Rarity rolled her eyes, levitating the trophy into the air next to AJ. "Sorry, thank you." said AJ, turning around and continuing next to Rarity.

"I did decipher the clue," explained Rarity, "and the next one will be at the Town Fair. We will have to 'win the prize', which is of course referring to the carnival games. But there is a slight problem..."

"What's that?" asked Applejack.

"It in no way at all specifies WHAT game we are supposed to win." said Rarity, sighing afterward.

"So...we are going to have to play every one until we find it?" asked Applejack, trying to remember how many games there were last year.

"Essentially, yes." replied Rarity. "Plus we have to WIN each one. That way we can rule them out." Rarity groaned, hanging her head down. Applejack lifted her chin back up, nuzzling her face against Rarity's.

"Don't you worry hun," said Applejack with a confident grin, "if I won the race today, I'm sure I can win some silly carnival games. We've got this!" Rarity nodded her head with a smile.

"Well then," said Rarity, striking a dramatic pose, "to the Town Fair!" She then paused, her horn glowing for a second then dispersing. "To my house to get my wallet, and then to the Town Fair!!"