Little Memories

by Skijarama

The Run

“This is a lot of ponies,” Twilight mused to herself as she and Rainbow Dash approached the massive assembly of soon-to-be racers for the Running of The Leaves. There were dozens of ponies, most of whom were Earth Ponies, all gathered together and milling about, exchanging words and doing some last minute stretches and warm-ups.

Her eyes drifted past them to the sun off in the distance, which filtered through the trees at its low angle in the sky. Due to its current position, the sun had taken on an orangish hue, one which combined with the leaves still on the branches to paint a truly breathtaking scene. There were only a few clouds peppering the otherwise pristine sky, adding just the slightest bit of variety to the eternal overhead expanse.

“Huh… a bigger turnout than last year,” Rainbow mused under her breath from Twilight’s side as the two of them made their way into the sea of faces. Those ponies who saw who it was were quick to excuse themselves and shuffle out of her way with hastily-worded apologies, but more often than not, they were too wrapped up in their own discussions to notice the pegasus princess walking among them.

Rainbow didn’t seem all that put off by those who did move aside. Or, at least, not any more than those who didn’t notice her at all. In the end, she just shrugged her shoulders noncommittally. “Meh. Probably ‘cause Ponyville’s a hotspot, now.”

Twilight frowned, finding it hard to make out Rainbow’s voice over the general chattering of the other ponies. She squeezed by a couple with a hushed apology of her own before returning to Rainbow’s side. “Maybe. Who knows?” she asked before the duo came to a stop not far away from the starting line. There was, mercifully, a gap in the crowd, through which Twilight was able to inspect the course she was soon to be running on.

Fences had been set up along either side of the wide forest path, some with simple decorations hanging from them to please the eye. Large gatherings of ponies stood behind each fence, and Twilight was just able to pick out Fluttershy and Rarity together amid one of the crowds. Near the starting point of the track, on a small hill, a large hot-air balloon was steadily being filled up. Pinkie and Spike were in the basket, talking to each other in hushed tones, their murmurs just audible from the megaphone Spike held in his claws.

Twilight blinked. “Right… Spike and Pinkie are announcing, aren’t they?” she recalled, briefly thinking back on what Spike and Rainbow had told her about the previous race in the lead up to this one.

Rainbow nodded, not looking at them. “Yup. Try to tune ‘em out. Their yammering can get kinda off-topic, and if you wanna win, you can’t let yourself get distracted,” she explained before sweeping her own eyes through the crowd of racers, squinting. “Now… where’s the cowgirl…?”

Twilight returned her attention to the racers, and her keen eye quickly picked out the farmer in question. “Oh, there she is, right there!” she said, pointing her out with her hoof.

Rainbow looked and smirked when she caught sight of Applejack, who had just caught sight of them and was now making her approach. Rainbow puffed up her chest and spread open her wings to look bigger. “Heya, AJ. Ready to lose?”

Applejack’s expression flattened into a deadpan. “Rainbow, put away yer wings. They ain’t allowed, remember?”

Rainbow wore an indignant pout but did as she had been told. “Aaaaaw, you’re no fun,” she protested before her smile returned and she lightly punched Applejack’s shoulder. “You never answered my question, though.”

Applejack just rolled her eyes. “Nah, Ah’m ready to win. Are you ready to lose?”

Rainbow leaned forward with that competitive, challenging fire in her eye. “You’re gonna have to make me,” she growled in a provocative manner.

Applejack leaned forward as well until their foreheads were pressed together. “With pleasure,” she said right back.

Twilight looked between the two for a few seconds, a quizzical look on her face. “You know… if Rainbow wasn’t waiting on me to get my memories back, I’d almost say you two would be cute together…” the words came tumbling out of her mouth unbidden before she had any hope of catching them.

Rainbow and Applejack both went stiff, their faces tensing up while their eyes flew wide and their pupils dilated. They both stood there for a few seconds before Rainbow slowly backed away and gave Twilight a very displeased look. She shrunk back slightly with a tiny blush, feeling just the tiniest bit like a complete moron for saying that out loud.

Applejack shook her head, adjusted her hat, and cleared her throat. “Anyways… y’all ready for the race, Twi?” she asked with a notable increase in the tempo of her words. “Ah bet ya did loads and loads of readin’ up on the subject.”

Twilight, grateful for the change in topic, nodded along with a smile. “Oh, yes! There was this book back in the library on good racing technique, and I did a few rounds of tag with the Cutie Mark Crusaders to try and gauge where my speed and agility are at.”

Rainbow and Applejack shared a look that spoke of both concern and sympathy. It was the pegasus who spoke next. “Er… and how did that go?”

Twilight winced and lifted a hoof to her muzzle, vaguely recalling the exceptionally detailed surface of the first tree she had kissed. “...I ran into more than one tree…” she grumbled irritably before brightening up with a nod and a cheeky little grin. “But I won, in the end. Those fillies never expected me to lay such a clever little trap!”

“Well, just don’t go thinkin’ traps are allowed durin’ this here race,” Applejack pointed out with a slow, knowing nod of her head. “This is a contest of speed, agility, and stamina. No wings, no horns, and no booby traps.”

“I know,” Twilight dismissed casually. “I’m not a sore loser!” she then paused, her muzzle scrunching up. For all she knew she could have been a sore loser when it came to things like this before her amnesia. She knew she had come in a modest place last time she ran, and that she did so by pacing herself, but other details were scarce. Suddenly feeling a little anxious, she turned to Rainbow.

“You’re not a sore loser,” Rainbow shot down the question before Twilight could even answer. She had this irritatingly smug look on her face, one that made Twilight’s muzzle scrunch up with indignation. Rainbow than sauntered over and ruffled Twilight’s mane. “Naw. You’re a killjoy, instead.”

Twilight’s pout deepened. “A killjoy?”

“She’s not wrong,” Applejack agreed, much to the alicorn’s chagrin.

Any retorts that may have been forthcoming from Twilight were summarily cut short as the sound of a lone trumpet blasting out a fanfare cut through the air, echoing all around for some distance. Twilight lifted a hoof up to one of her ears, wincing in discomfort while her eyes searched for the source of the noise. They eventually settled on the hot air balloon, which was now starting to rise into the air parallel to the track. Spike and Pinkie Pie sat in the basket, the pink mare’s hooves holding a trumpet.

“Fillies and Gentlecolts!” Spike’s voice echoed out as he spoke into the megaphone, causing all other discussions to cease. Everything fell silent, all ears swiveling around to listen to what he had to say. “Welcome, one and all, to the annual Ponyville Running of The Leaves!”

An uproar of cheers, whoops, and hollers emerged from the crowds all along the track, including from the racers themselves. Once the noise calmed down a bit, Spike continued with the introduction. “Would the racers please take their marks?”

“That’s us,” Rainbow said in a quieter voice before nodding over at Twilight. “Good luck out there, Twilight.”

Twilight smiled and returned the nod. “You, too.”

The racers went into motion, each and every single one taking a position on the white starting line laid out across the path. Twilight found a spot easily enough and assumed a low stance, readying herself for kick-off and the beginning of her sprint. Rainbow took up a position to her right, while Applejack got ready to the left.

Soon, all movement came to an end, and a hush fell over everything. A gentle breeze washed through the area, carrying the smells of the season and the sound of rustling trees along for the ride.

“On your marks!” Spike’s voice called out.

Twilight took a deep breath, briefly looking to her side at Rainbow. She was only slightly surprised to see the pegasus looking back at her. The two made eye contact, and Rainbow offered up a small smile. “See ya on the other side…” she whispered, her voice carrying something deep and meaningful in it that gave Twilight pause.

“Get set!” Pinkie followed up into the megaphone, her high pitched squeak of a voice contrasting with Spike’s lower, raspier tone.

Twilight made a small ‘o’ with her mouth for a second before returning the smile. “Yeah… you, too,” she whispered back at Rainbow before returning her eyes to the trail ahead of her.

“GO!” Spike’s voice cut through the air.

And just like that, everything started moving. Twilight kicked off at the same moment as everypony else, only distantly aware of the enormous cloud of dust kicked up behind the runners. Already, several racers were falling behind, looks of surprise on their faces as they fell behind.

The rest of them, however, were keeping pace, while Rainbow and Applejack steadily started to gain ground on her. As they went, their places at Twilight’s sides became empty and were soon filled by other racers. Ponies she didn’t know. For just a moment, Twilight’s resolve fractured, and she stumbled mid-step. At that moment, she lost a good few feet of ground, and several of the other ponies pulled ahead of her.

Stifling a self-deprecating snarl for letting that happen, Twilight kicked against the ground and surged forwards, quickly closing the gap that had formed. Much to her dismay, the place she had been running in was now filled by a mint-green unicorn with a mane and tail consisting of a darker green and a medium gray.

With a grunt, Twilight went to go around the unicorn. As she went, they briefly made eye contact. Twilight didn’t bother to take in the mare’s general features, though, choosing to power on through and pull ahead. It made her legs burn to get back the ground she had lost, and already she could feel that small itch in her lungs that told her she was wearing herself out.

“Pace myself,” Twilight reminded herself severely, setting her jaw and focusing on steadying her pace once she had pulled ahead a little more. She passed by a brown earth pony stallion with an hourglass cutie mark, a yellow unicorn mare with a teal mane and tail, and a gray pegasus with a blond mane and tail with asymmetrical golden eyes.

At last, Twilight was ahead of most of the rest of the pack, sliding into third place with a grunt of effort. Now she slowed, just enough to conserve her energy, but not enough to lose her place. She glanced over her shoulder at the others and saw that most of them were too focused on the track to give her more than an identifying glance.

Satisfied that she would be good for now, Twilight returned her eyes to the track and worked on her breathing. As the threat of losing her place to the ponies behind her became seemingly more and more remote, she was able to take in the world around her a little better. The ground beneath her hooves was rumbling with every step she took, and the air was filled with the cacophonous rumble of dozens of pairs of hooves thundering along the trail.

Rainbow and Applejack had jointly taken the lead long ago, of course, and both of them were putting on display an exemplary amount of speed that didn’t really take any of the other racers by surprise. They were neck and neck, shooting each other the occasional competitive grin as they went.

For just a moment, time seemed to slow down for Twilight. She looked at Rainbow Dash, and her mind wandered back to how the pegasus had been since she had first seen her back in the Empire.

Rainbow had, for as long as Twilight had known her, been candid, casual, and laid back about a lot of things. But there had always been something else mixed in amid the snark and relaxed attitude. A sort of distant melancholy, a forlorn shade hiding deep in her eyes. Something always seemed to be weighing down on Rainbow’s shoulders, sinking her eyes into her head with stress and emotions long buried.

It had been especially prevalent in the first few days back in Ponyville, now that Twilight thought about it. Of course, everyone had been upset, then, having to cope with her amnesia and all. Twilight had just assumed it was the grief and had long ago stopped paying it any mind…

It was only now, with her hooves pummeling the dirt and carrying her along and blistering speeds, that Twilight realized that whatever weighed Rainbow down was gone - at least for the moment. Her eyes were bright, the smile on her face was completely devoid of any and all strain, save for that of the race itself, and her overall posture was that of a pony losing themselves in something they loved.

Twilight saw all of this framed by the countless leaves slowly descending from the trees. She processed it in her mind... and smiled.

Time sped back up, and she put on an extra burst of speed despite the burning in her leg joints. She didn’t want to lose track of that smile, yet.

“Wowee, just look at them go!” Pinkie Pie’s voice blared over the crowd, echoing in Twilight’s ears. “This is quite an energetic crowd! Look at them go! ZOOM!”

“And as a surprise to absolutely nopony,” Spike’s voice added in, not bothering to try and mask his fondness for what he got to say next. “Princess Rainbow Dash and Applejack are all but tied for first place.”

Rainbow visibly grimaced at the reminder of her title, but she was quick to dispel any grievances with a shake of her head. Twilight couldn’t help but giggle quietly under her heavy breath, doing her best to keep up.

The race continued on, and as was hoped, the leaves were knocked loose from the trees.

Not that Twilight was really looking at them.

Perhaps fifteen minutes later, the race was about to come to its end. Twilight’s legs and lungs were burning as she struggled to maintain her pace, just barely holding her position of third place, while Applejack and Rainbow passed first back and forth like they were playing a game of hot potato.

“And they’re coming up on the finish line, folks!” Spike announced, sounding more than a little excited with how things were proceeding. “Rainbow and Applejack are still in the lead, with Twilight Sparkle following close at their heels. Who would have thought she'd make such a huge improvement over her performance from last year?”

“I did!” Pinkie declared enthusiastically. “She did so many amazing things during the Changeling situation, it’s no wonder she’s gotten faster and stronger! Plus, she’s an alicorn now! Lookit those big ol’ wings!”

Twilight did her best to tune Pinkie out, focusing instead on the goal. The finish line was in sight, she just needed to run a little bit longer. She conjured up what little energy she had left and pumped it all into her sprint, gaining one last burst of speed.

Rainbow and Applejack, side-by-side to her right, both glanced over as she began to gain ground on them. They both wore surprised expressions, but then took a page from her book and began to really push their legs as hard as they could.

Much to Applejack’s despair, Rainbow’s sprint speed was just slightly faster than that of the orange farmer. With a victorious shout, Rainbow Dash bolted over the finish line mere inches ahead of Applejack. Twilight was close at their hooves, and a feeling of relief washed over her. The second she crossed that line, the cheers of the crowds on either side of the path ringing in her ears, she allowed herself to slow down.

Such a shame that, in this case, slowing down meant tripping forward and face-planting directly into the dirt. She slid along for almost five feet before finally coming to stop, her lower body thumping into the dirt and kicking up a small cloud of dust. “Hi, dirt,” she thought in only mild irritation. With an audible pop, she pulled her face up from the earth, giving it a hard shake to cast off the dirt clinging to her fur.

As soon as her vision cleared, her eyes were greeted by the sight of a cyan hoof outstretched before her. Curious, she followed it up to find Rainbow Dash, still panting heavily, standing in front of her and offering to help her up. Applejack was standing just a little behind her, similarly panting and sweating.

“Third place, Twi,” Rainbow said between her labored breaths. “Ya did good. Gave me a real run for my bits.”

Twilight eyed the hoof a moment longer, then gratefully took it with her own. She was hauled up to her hooves, and only wobbled for a few seconds when she was upright. She offered Rainbow a small smile and a nod. “Thanks. You raced pretty well, yourself.”

Rainbow swelled up with pride, despite how clearly worn out she was. “Pretty well? Dude, I won!” she declared before glancing back at Applejack with her triumphant grin growing to an unprecedented size. “Take that, AJ!”

Applejack just shook her head with a smile and a nod. “Alright, Ah concede. Ah know when Ah’m beat. Yer faster than Ah am,” she acknowledged before a little twinkle filtered into her emerald eyes. “But only just.”

“Don’t think I’m gonna let you catch up, either,” Rainbow shot back with her tongue sticking out before she chuckled happily. “Ah… wow… I didn’t realize how much I’ve missed racing…”

Twilight’s smile widened considerably at that remark. “I could tell,” she said quietly drawing the pegasus’ attention back to her.


Twilight gestured at Rainbow with her horn. “While you were out here running, you just seemed... a lot happier than you have been since I first met you. There was just… something in your face. I dunno how to describe it...”

The two shared a look for a few seconds, neither of them speaking a word. Then, with a quiet giggle, Twilight nodded at both Rainbow and Applejack. “I had a lot of fun out here, you two… thanks for the race.”

Applejack bowed her head slightly, a serene smile on her muzzle. “It was our pleasure. And thank you fer the stiff competition. Ah haven’t run that hard in a long while.”

As they wrapped up their conversation, the last of the racers came up to the finish line, the stragglers who had fallen behind desperately signaling for water to be brought to them as they heaved and gasped for air. Curious, Twilight turned and looked back down the trail, her eyes scanning the leaves of the trees.

It was only then that she realized how many leaves had fallen off the branches, leaving not a single one by the trail. Deeper in the forest, as far as she could see, at least, there were only a few stragglers desperately clinging to the branches, and even they looked to not be long for their world.

It was a rewarding sight… so much so that she couldn’t even find it in herself to be disappointed by the continued lack of memories in her head. Right now, she was too happy just basking in the one she was making.