The Pony Guard (Season 1)

by MXCDarkHorse2020


Episode 16: Fall Weather Friends

Episode 16:

Fall Weather Friends

After another successful patrol, Applejack and Rainbow Dash head over to Sweet Apple Acres where Applejack and Rainbow Dash are playing a game of horseshoes, where the aim of the game is to toss the horseshoe to the small metal stake in the center of the sand boxed in with wooden boards in the shape of a square.

Rainbow granted the first throw chucks it up and it lands right in front of the stake.

“Whoo-hoo!” She cheered as she flew up and did a loop-de-loop maneuver as she celebrated her successful throw.

“Hoo-wee!” The farm pony cheered for her. “Not a bad pitch for a pony who works with her head in the clouds.” She added in a playful tone.

“Oh yeah? Think you can do better, cowgirl?” She challenged.

“I know I can.” Applejack firmly replied as she grabbed one of her horseshoes and then tossed it over to the metal pole. However it ended up falling a few inches behind Rainbow’s horseshoe. “Oh, for Pete's sake!”

“Heh! Looks like this Pegasus can pitch better than the workhorse.” Rainbow bragged about it as she playfully flicks Applejack’s hat. “The object of the game is to get the closest to the stake.”

“All right, all right.” Applejack insisted she doesn’t need to brag about it as she tosses her second horseshoe onto the peagsus’s nose. “You got another throw there, pony girl.”

Rainbow then chucked it with her nose but instead of nailing the stake she winds up overthrowing it and winds up crashing into something.

“Wow, Rainbow, heh. You couldn't hit a barn door with that kind of a throw!” Applejack playfully and sarcastically quipped back.

“Yeah, yeah.” Rainbow shrugged it off as she slides her second horshoe right in front of her. “I still have the closest throw, Applesmack. Just try and beat it.”

Applejack then grabbed her horseshoe with her teeth, took a second to concentrate, and then gave a firm throw which landed right on the metal pole as it slide down still right in the center of the pole. It was a perfect throw.

“Yee-haw! It's a ringer.” Applejack victoriously cheered. “That's how you do it down here on the farm.”

“I lost.” Rainbow said in shock of what had just happened.

“Ah, don't feel bad, Rainbow. It's all in good fun.” Applejack attempted to cheer her up and assure her not everyone wins all the time while shaking her tail up.

“I hate losing.” Rainbow’s mood failed to change.

“Besides, you're a mighty good athlete. I'm just better. Heh heh heh.” Applejack added with a somewhat smug remark as she trots off ahead.

“All right, Applejack…” Rainbow felt slightly riled up by that comment. “…you think you're the top athlete in all of Ponyville?”

“Well, I was gonna say in all of Equestria, but that might be gildin' the lily.” Applejack responded while brushing her tail in Rainbow’s face.

“...and I think I'm the top athlete. So let's prove it.” Rainbow then challenged.

“Prove what?” Applejack asked what she is proposing.

“I challenge you to an Iron Pony competition. A series of athletic contests to decide who's the best, once and for all.”

Applejack thought about it for a moment and then thought “Why not?”

“You know what, Rainbow? You're on.” She accepted her challenge as Bunga came rambling along to the farm while stumbling and very dizzy with a big bump on his head while seeing double of the two ponies in front of him.

“Ooh! Oh hey Applejack. Rainbow Dash. So nice to see you. All four of you.” He said as he collapsed on his back as he loses consciousness while holding the horseshoe Rainbow over-tossed just earlier.

“Oops.” Rainbow said very embarrassed that he ended up getting knocked out by his horseshoe toss.

“I better get some apple juice for the poor fella.” Applejack sighed as she walked off to do so as Rainbow carries the honey badger on her back.


Later the two after making sure Bunga was okay then prepare to have their little Iron Pony competition while requesting Twilight and Kion over for help while Spike and Bunga sit on their backs.

“So you two are doing what, now?” Twilight asked as Rainbow stretches her legs.

“An Iron—“ Applejack began to explain as Rainbow suddenly interrupted her.

“Iron Pony competition.” Rainbow finished.

“See, we've set up a bunch of events to decide which one of us is…” Applejack again tried to continue as Rainbow again finished as she interrupted her again.

“The most athletic pony ever!” She said as she continued stretching much to the cow girl’s stoic annoyance.

“And we’re here to...?” Kion asked.

“I don't know. Why is she here?” Rainbow asked Applejack as she forgets why they asked them over.

“To be our judge and keep score.” Applejack answered.

“Right, heh.” The athletic peagsus now remembered why. “Somepony's gotta record my awesomeness for the history books.”

Applejack’s expression didn’t change as she turns to the lion and unicorn as they both feel they are just going to go along with it as long as it is family friendly competition between the two of them.

The two then worked of getting the backyard all set up for their competition as the four all watch from atop of the nearby hill. The area in front of them was set up similar to a carnival filled with games and challenges consisting of hurdles, barrels as part of an obstacle course, a stable, a tent, a bell on top of a tall board similar to one of the strength challenge games, along with a scoreboard for keeping track of score.

“Hello everypony, and welcome to the first annual Iron Pony competition!” Spike announced as he sported a twig with a leaf on it like he is talking into a microphone while standing on the lavender mare’s back.

“Uh, Spike, who are you talking to?” Kion asked in confusion.

“Um... uh, them!” Spike answered as the rest of the Guard and the Mane Six arrive to watch their competition.

“Let the games begin!” Bunga added as he donned a small twig wanting to join in on the announcing along with the baby dragon as they hop on both Kion and Twilight’s heads while everyone but the two cheer in excitement.


First up was an obstacle course with a test of speed involved here. The objective here is to run around the barrels with potted flowers inside of them without touching them while making it to the finish line the fastest. Fastest time of the two wins Round One.

Applejack is the first to step up to the starting line as she digs her hoof into the ground as she readies herself.

“First up is Applejack.” Kion announced.

“Ready. Set. Go!” Twilight announced as Spike starts the stopwatch to keep track of time.

Applejack gets off to an excellent start as she powers her way through the obstacles with ease. Although she had a sudden alarm as she narrowly maneuvered around one barrel while slightly nudging it.

“Dagnabbit.” She said in frustration of her sole mistake as she crosses the finish line.

“Time, Spike?” Twilight asked of him as he stops the watch.

“17 seconds.”

“You're kiddin'! That breaks my record from last year's rodeo.” Applejack said in excitement hearing this as she appears right beside Rainbow Dash.

“But you got a five second penalty for nudging the barrel.” Bunga pointed out.

“Nuts and chews!” Applejack sighed as she nudged aside a nearby rock. “Still, that's twenty-two seconds. Not too shabby.” She still felt pleased with her performance as he notices Rainbow sweating and getting nervous. “Hey, don't be nervous.” She firmly nudged her there is no shame if she loses. “Remember, it's all in good fun. Now git on up there.”

“And now it is Rainbow’s turn.” Kion said as Rainbow works her way over to the starting line.

“Ready. Set. Go!” Twilight announced as Rainbow charges ahead with her super speed as she effortlessly cruises through the course even dodging the barrel Applejack nudged while crossing the finish line something that Fuli simply shrugs thinking she could at least match that as she watches.

“Woo! That was some fancy hoofwork there, Rainbow!” Applejack complimented.

“Thanks.” Rainbow returned as she panted and fly back over to the five while still sweating. “But I couldn't have been as fast as you.”

“What was the time on that, Spike?” Applejack asked him as he looks at the time he had just recorded.

“18 seconds!” Spike answered while shocked at the speedy peagsus’s result.

“18 seconds.” Applejack responded just as shocked as Rainbow. “Rainbow, are you sure you're not secretly a rodeo pony?” She asked somewhat teasingly yet impressed with her as Kion hold up the peagsus’s hoof like an umpire declaring the victor in a wrestling match.

“Rainbow Dash wins the barrel lead along with Round One!” Kion declared as Ono changes the zero on the red apple scorecard beside Rainbow’s outline image on top while Fluttershy flies over to replace it with a red apple scorecard that has the number one on it on the official scoreboard with Applejack’s outline on the bottom and score remains the same.

“Oh, I can't believe I won.” Rainbow gushed over it as Applejack pushed her back down to the ground to snap her back to reality.

“Yeah, well, don't you go gettin' used to it.” She reminded her with a stern glare.

“Not to worry.” Kion reminded them. “They are plenty of events left and it is still anyone’s game here.”

“That’s right.” Twilight said. “Now let’s move on to Round Two.”


Round Two is now a test of strength. The objective here is to hit the target with the ball above it to send it up to the bell as hard as they can. Many ponies who have heard about their Iron Pony competition have gathered to watch them play it out.

Rainbow is first as she bucks at the target with her rear hoofs and manages to ding the bell which earned her cheers from the audience. Rainbow flew up as she shook her hoofs as the crowd praises her accomplishment while tossing up horseshoes and flowers up in the air before flying over to Applejack watching while resting her back on a nearby tree.

“Mighty respectable.” Applejack commended her as she sported a smug smile while spitting to the side. “...but let me show ya how it's really done.”

She then steps up and then bucks it really hard to the point she not only rings the bell but knocks the ball off of the bell while sending it and part of the top of the board flying into the sky while everyone cheers for her leaving the blue peagsus dropping on her flank in complete and stunned shock.

“Years of applebuckin'.” Applejack said to the dumbfounded peagsus as she bucks the tree with several apples bumping off of her head.

“Round Two goes to Applejack.” Kion announced as Fluttershy and Ono change the scoreboard so Applejack’s score matches Rainbow as Applejack’s family cheers for her in the stands as they prepare for Round Three.


Next up is the bronco buck, with the objective here is knock the rider off the fastest. The way this works is that Applejack and Rainbow are the like the buffalo’s while Bunga who gladly volunteered is the rider they have to knock off.

“Waa-hoo!”

“Whoo-hoo!”

“Eeyup!”

The Apple Family cheered for her as she prepares for the rodeo event

“Let’s do this!” Bunga awaited for the fun as he hangs on to the cow girl while wearing a cowboy hat as Twilight makes the call for her to start.

“Go!”

“Whew-hew! Yeah! Whoa-hoa! Whoa! Whoaaa!” Bunga shouted as she rode on the farm pony yet found herself losing her grip as she bucks him off of her tail and into the nearby pile of hay after six seconds of hanging on. “Ouch.”

“Ready for another pony ride?” Rainbow asked as she appeared inside the hay pile as she shakes the hay off of her ready for her turn.

“Bring it.” Bunga returned as Rainbow charged ahead with Twilight calling out for her to start.

“Go!”

Bunga expected to put up another tough hang on much like with Applejack but found himself quickly shaken by the peagsus and then sent flying on top of the scoreboard in three seconds flat.

“Rainbow Dash wins the bronco-buck.” Twilight declared as Rainbow hoists herself and her arms up in the air to celebrate as Fluttershy and Ono change the scoreboard in Rainbow’s favor again.

“Round Three goes to Rainbow.” Kion added.

“And I lose.” Bunga felt he bit off more than he could chew as recovered from playing cowboy while Ono chuckles a little while Fluttershy pities him while flying over to pick him up to make sure he is okay.


Next up is Round Four, the rodeo lassoing. The objective here is to lasso the victim, Bunga again, to the best of their ability.

Applejack was able to perform with ease and grace while receiving a fanfare of red roses as she successfully ties up the honey badger.

“How do I get roped into these things?” Bunga asked himself as Rainbow on the other hoof has trouble with her lasso while managing to lasso and tie herself to a nearby tree.

“Does this count?” Rainbow asked as Kion shakes his head in response along with the birds.

“Round Four goes to Applejack.” Twilight declared as Fluttershy and Ono change the scoreboard to show the two are tied again 2-2.


The following rounds would feature more events that would challenge Applejack and Rainbow’s ability of speed and strength. It was a close one between the two but they were still neck and neck as whenever Rainbow got ahead in events such as ball bouncing and arm-wrestling, Applejack would always rebound and keep the score tied up by winning hay bale tossing and football bucking. The scored is still tied up 4-4 with the two starting to get on each other’s competitive nerves, something that did not go unnoticed by Kion as he watches the scene.

“Fillies and gentlecolts, at the halfway point, our competitors are tied at five and five.” Spike announced to everyone while riding on Twilight’s back.

“Who are you talking to?” Twilight asked.

“Them!” Spike pointed out to the crowd of ponies that somehow Twilight was oblivious to up to this point.

“When did they get here?” Twilight asked in surprise.

“Just a few minutes ago.” Bunga replied as he and Kion approach them. “Apparently they found this Iron Pony competition very interesting.”

Twilight deciding to move on focuses on the next competition, push-ups.

Again the two were able to keep pace after ninety push-ups with both ponies are starting to struggles in the nineties.

“Ninety-five, ninety-six, ninety-seven, ninety-eight, ninety-nine... a hundred!” She counted as Rainbow manages to hold on as Applejack’s hooves give out at ninety-nine.

“Yes!” She cheered as Applejack tries to keep her cool when Rainbow starts using her wing-power to help her through the events.

“Be a good sport, Applejack.” She grumbled to herself even when Rainbow was able to use her wings to help herself win the follow nine competitions including carrying baby chicks to their mother’s across a small strip in mud along with going for the longest jump to which Rainbow just needed a little flap of her wings to give her the edge in this event.

“Is it me or is Rainbow relying on her wings more to help her win?” Fuli whispered to Kion as they watch the recent events unfold.

“Nope.” Kion answered. “But it seems because there aren’t any rules about how she can use her wings and it is going on unmentioned."

“Hmm.” Fuli wondered to herself. “Suddenly I have a hard time seeing if this is all fair or not.”

“Who cares.” Bunga suddenly said as he popped his head in between the two. “This is Un-Bunga-leviable.”

Before long the final event came around, a tug-of-war over the mud pit.

“All right, you two. This is the final event. Give it all you've got.” Twilight announced for the two to begin as Spike waves the checkered flag.

The two are both neck and neck and toeing the edge on both sides with Applejack gradually starting to gain the edge over her peagsus opponent who is starting to struggle and go over the edge

“Looks like the workhorse might come out ahead in this one.” Spike announced as Rainbow flies up to drag her opponent up with her.

“That's not fair. You can't use your wings to help you win.“ Applejack rightfully protested with her mouth full of rope.

“Huh?”

“You're cheatin'!”

“I can't understand you with that rope in your mouth.” Rainbow returned while pretending she can’t understand a word she is saying.

“I said...” Applejack spit the rope out of her mouth. “Uh-oh.” She said as she realized her mistake and fell into the mud as the crowd cheers for Rainbow Dash as she places the final scorecard on the scoreboard while Fluttershy and Ono look on in stunned surprise as the latter frowned at her for how she competed as much as Kion and Fuli while Bunga looks too caught up in the fun along with the other’s to care.

“Whoo-hoo! I win by a landslide... “ Rainbow cheered for herself as she flew by to to personally taunt the muddy farm girl. “…or mudslide in your case. I am the Iron Pony!” She said as two peagsus ponies lift a rainbow-colored banner in the air behind her.

“Only 'cause you cheated!” Applejack fired back.

“What?”

“You used your wingpower to help you win over half those contests!” She rightfully accused as Rainbow got in her face over it.

“Sounds like sour apples to me.” Rainbow dismissed it.

“Um, actually…” Kion spoke up as he stepped in between the two. “Applejack is right.”

“What?” Rainbow returned in an incredulous tone. “You’re siding with Applejack on this?!”

“No.” Kion replied. “But your wings have given an advantage on the parts of the competition that would have given Applejack the advantage such as the leap jump and of course the tug-of-war that had just happened.”

“Okay, okay.” Rainbow relented and refrained from trying to deny it. “But there weren’t any rules that say I couldn't use my wings.”

“I didn't think I needed to tell you to play fair.” Applejack returned thinking she would have known better at this point.

“Okay let’s both just calm down here.” Kion urged them to stop. “How about we just replay some of those events to see who would have really won if Rainbow didn’t use her wingpower so we can properly settle the score?”

“I still would have won even without my wings.” Rainbow retorted while not feeling it is necessary with crossed arms.

“Hah! Prove it.” Applejack challenged.

“Gladly. How?” Rainbow accepted.

“Come on girls!” Kion tried to speak again otherwise on deaf ears.

“Tomorrow is the annual Runnin' of the Leaves. I challenge you to race me in it.”

“Heh! Easy shmeasy.”

“Hold on!” Applejack stopped her in her tracks to pull her down to the ground. “There is one condition: the point is to run, so no wings allowed.”

“No wings? No problem.” Rainbow still felt confident about her abilities as Applejack spits on her hoof to which Rainbow does the same as they share a spit-hoof shake while grinning and glaring at each other and blowing raspberries at each other.

Once their competition is set and stone to resolve this once and for all they both left as Kion sighed hoping they could have talked this out instead of it descending into another competitive challenge.

As the crowd disperses leaving only the Lion Guard behind as Kion feels a little annoyed of how far they are taking this rivalry of theirs.

“Doing okay Kion?” Fuli asked.

“Yeah.” Kion just replied for the sake of it. “Just fine.” He grumbled.

“Still annoyed with how Rainbow and Applejack have been acting today?” Twilight asked.

“Yeah.” Kion again replied truthfully. “I mean exactly how did Rainbow’s use of her wings go unmentioned until now?” He asked the mare helping keep score and officiate the tournament.

“Well considering they never really exactly laid out their rules and never did specify of what they can do, and even not counting the tug-of-war along with the leap event, Rainbow’s use of her wings was technically legal.” Twilight acknowledged and admitted rather reluctantly. “I mean even so Rainbow still retained the edge even without them.”

“I know…but still…” Kion argued still not agreeing with this.

“I know but what can we do?” Twilight understood his point. “Even if we did point out that to them they are still going to be determined to prove who’s better than the other no matter what.”

“That’s true.” Fuli acknowledged. “Guess that’s off the track.”

“I’m sure they work it out eventually.” Beshte placed good faith that it won’t affect their friendship.

“Not if they don’t kill each first.” Ono doubtfully expected it will end well for them.

“I’m sure they won’t.” Twilight said with certainty it will.

“You know…” Fuli thought. “This Running of the Leaves Race is starting to sound interesting to me.”

“You thinking of doing it.” Beshte asked.

“Heck yeah!” Fuli answered as if he was jokingly when he asked that. “Maybe I’ll even win.”

“That is a possibility.” Ono didn’t even deny of the cheetah’s capabilities. “How about you Kion?”

“Well I don’t know.” Kion was caught off guard there. “Isn’t that a pony only race?”

“True, but I’m sure they can make a few exceptions to that.” Twilight states that they don’t have to worry about that. “Plus I think you would do well too.”

“Really?” Kion asked if she was serious. “Okay, but only if you’ll race too.”

“Very well.” Twilight accepted with no protest.

“Are you sure? Even though you’re not as much as an athlete as Applejack and Rainbow Dash.” Fuli jokingly giggled at her expense.

“I think I have read just enough books of how to properly run a race to know how run a first.” Twilight responded while taking her jab lightly.

“Okay.” Fuli still couldn’t help but giggle as Kion nudged at her to show some respect. “Sorry.”

“It’s all right.” Twilight didn’t take offense. “It is hard to believe and I honestly don’t expect to win but I have read enough books to know how to run one and I have also been keeping myself in shape to be able run.”

“Okay.” Fuli sincerely said. “Then I will wish you all luck.” She offered her paw for Twilight to shake on to which Twilight kindly accepted while they both did the same to Kion.

“So will I.” Twilight humbly returned as they all started to head home in preparation for tomorrow.


The next day, Twilight walked from her home with Spike in tow.

“Twilight, hurry up, we're gonna be late for the race.” Spike urged her to get a move on as she took her time and stopped to sniff a nearby flower and admire a pink butterfly.

“Why are you so excited about the race?” Twilight asked what he is anxious to get over there in a hurry. “We got plenty of time before the race starts.”

“Yeah, but I'm hoping I can be the announcer again.” Spike explained his reasons as he held his stick like a microphone. “Just listen: fillies and gentlecolts, welcome to the annual Running of the—“

“Welcome to the annual Running of the Leaves! This is Pinkie Pie, your official p-eye-in-the-sky announcer.” Pinkie then appeared through a hot air balloon with a megaphone in tow as they arrive.

“Sorry, Spike.” Twilight apologized as he threw the stick away in frustration. “I guess that job's already taken.”

“You’re telling me.” Bunga commented just as frustrated who appeared with the rest of the Guard. “She just beat me just when we got here.”

“As everypony knows, the Running is a very important tradition, for without it, the autumn leaves of Equestria would never fall. So get ready, ponies. The Running of the Leaves will begin in five minutes.” Pinkie further announced to everyone which signaled to everyone to get lined up at the starting line.

“Well we better get signed up.” Kion then said as he, Twilight, and Fuli make their way over to the sign up table and got their numbers.

At the same time Applejack was getting her muscles stretched and flexed up in preparation for the competition with her sporting number eight on her flank.

“Pardon me, excuse me. Make way for the Iron Pony.” Rainbow proudly walked up to the starting line while sporting number eleven on her flank.

“The Iron Phony, you mean.” Applejack sorely fired back.

“So, Applejack, you ready to win second place?” She asked in a taunting manner as she briefly flew up.

“I'm ready to run a good, clean race.” Applejack insisted while keeping her temper with the hot-shot Peagsus's antics under control while trotting in place.

“Yeah, yeah...” She shrugged it off

“You are not allowed to use your wings.” Applejack sternly reminded her of their deal.

“I could win this race with both wings tied behind my back.” Rainbow returned still asserting it’s still manageable although Applejack is ready to make sure of that this time as she grabbed a lasso and tightly ties up her wings together to ensure there will be no flying here.

“Trussed up like a turkey. Well, a turkey who can't fly, that is.” Applejack then said with a satisfied smile.

“Very funny.” Rainbow responded unamused.

“'Least now we know we're racin' fair and square.”

From behind, the just signed up trio were all watching this as they approach the starting line. Twilight got assigned number 42, Kion got assigned number 59, and Fuli got assigned number 17.

“You sure we shouldn’t say anything?” Kion again asked as they walked over.

“Just let them settle it out themselves.” Twilight again insisted that this will play out itself. “If it does get to that point I’m sure they learn that in the end cheaters never prosper.”

“Racers! Please take your positions!” Pinkie announced to everyone as Spike and Bunga appear as they runs up to her hot air balloon.

“Um... Pinkie Pie?” Spike called out to her.

“Hey, Spike! Bunga! What's up? Oh wait, it's me! I'm up!” Pinkie Pie laughed as Bunga joined in.

“That’s a good one!”

“Uh, yeah.” Spike then said wanting to get to the point. “We know you're doing the announcing today and stuff and... we’re sure you're gonna do a great job and all, but... we were just wondering...”

“What?”

“Aw... forget it.” Spike turned away in defeat thinking her answer is going to be no.

“Spike, would you and Bunga like to be my co-reporters?” She offered getting what they are trying to ask. “We could comment on the action together.”

“We could?” Spike asked in excitement.

“Climb on up!” She threw down the rope ladder for them to climb up on as they both happily and quickly wasted no time in joining her.

“Zuka Zama!”

Both Applejack and Rainbow readied themselves into their positions while giving each other determined smile’s to prove who the true Iron Pony is when they both see Twilight, Kion, and Fuli all following suit too with the unicorn giving her reading on running tips one last look before magically zapping it away.

“Twilight? Kion? Fuli? What in tarnation are you three doin' up here?” Applejack asked in surprise to see them.

“We’re racing.” Twilight replied.

“Good one, Twilight.” Rainbow laughed in response.

“We’re not joking.” Twilight still kept up her positive attitude in spite of their unfriendly teasing while both Kion and Fuli both ignore them having their mind set on the upcoming race in front of them.

“What?” Rainbow asked in shock that she is serious here. “I mean it makes sense for Fuli and Kion to race, but you. You're not an athlete, you're a... well... you're an egghead.”

“I am not an egghead, I am well-read.” Twilight returned not letting them get to her.

“Egghead.” Rainbow whispered to Applejack as they both snicker at her.

“Come on girls.” Kion chided. “I think the least you two can do is let her race if you’re letting us race too.”

“Thank you.” Twilight thanked him.

“But have you ever run a race?” Applejack asked.

“Well, no, but I do know a lot about running.” Twilight honestly replied.

“And you know this from...” Rainbow asked.

“Books. I've read several on the subject.” Twilight again responded as the two still can’t stop snickering at her expense while Fuli rolls her eyes as Kion frowns at them as the blue Pegasus continues laughing while rolling onto her back.

“What'd you read, "The Egghead's Guide to Running"? Did you stretch out your eye muscles to warm up?” Rainbow jokingly asked her. “Get it? Eye muscles.”

“Scoff if you must, Rainbow. But the Running of the Leaves is a Ponyville tradition, and since I'm here to learn, I've decided I should experience it myself.” Twilight still stands by her decision to compete.

“Well, I think that's just dandy, Twilight. Good luck.” Applejack responded with another snicker.

“Yeah. See you at the finish line... tomorrow.” Rainbow added as they both laughed while Kion and Fuli shake their heads disapprovingly at their lack of support as they are both caught up in their own rivalry to care about the rest of the competition before Twilight smiles at them to let them have their short-lived fun knowing that they’ll end up more focusing on trying to outdo each other rather than focusing on the main competition.

“All right, ponies, are you ready?” Pinkie called down to everyone at the line.

“Get set.” Spike added as the ball rang signaling the start of the race as everyone gets running.

“GO!” Bunga shouted while waving the green flag.

“And they're off! Welcome to the official coverage of the Running of the Leaves!” Pinkie announced as the balloon hovers over the lead competition. “You know, Spike, despite its name, the leaves don't do any of the actual running. No, that's left to my little ponies.”

“Why, yes, Pinkie, it's the running of the ponies that causes the leaves to fall.” Spike added as Pinkie had her thoughts on the leaves to add as everyone settles into their early racing positions.

Both Applejack and Rainbow Dash are both leading up front with Fuli and Kion close behind in third and fourth, while Twilight was back behind running at a leisurely pace behind the field.

“Ugh. Those lazy, lazy leaves. But this year, the run is about more than the weather. It's about the race to the finish and the two runners who want to win it: Applejack and Rainbow Dash.”

“You know, Pinkie, these two ponies have a bit of a grudge match they're trying to settle. Trying to prove who's the most athletic.” Spike commentated.

“And the fastest.” Bunga added as he looks at the two Lion Guard members competing right on their tails in the second row. “But can either Kion or Fuli both compete with them?”

“Yes, and "grudge" rhymes with "fudge".” Pinkie noted.

“Yes, it... does. What?” Spike then asked confused.

“And I like fudge. But if I eat too much fudge I get a pudge and then I can't budge.” Pinkie explained.

“Okay, I think I get it.” Bunga understood what she was saying. “So do I.”

“So... no fudge?” Spike asked just to be clear before they get their hopes up.

“Oh, no thanks. I had a big breakfast.” Pinkie answered as they focused on the lead competition as the two leaders as Applejack so far as the edge. “Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck. But what's this? Applejack is making a move, she's now ahead by a nose.” She announced as Rainbow responds with a counter move to take back the lead. “But Rainbow Dash won't let Applejack have it and takes the lead. She's ahead by half a nose.

“Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose...” Bunga commentated as Spike glances at him. “…roughly speaking. “ He then said.

“Applejack sees this move and pushes forth with her strong workhorse legs slinking ahead by three hundred and fifty noses!” Pinkie then commentated as she powers back into first.

“Not so easy without wings, is it?” Applejack smugly looked back seeing that she is starting to fall back a little and slightly struggle.

“Come on, Rainbow. Show 'em a little dash.” Rainbow said to herself as she makes another move for the overall lead.

“Ho-hold your horses, Pinkie and Bunga!” Spike commentated as he sees the blue Pegasus getting a run on her. “Rainbow Dash is catching up the front runner Applejack!”

“What an upset. I thought Applejack had this in the bag.” Bunga commentated as they are once again neck and neck, side by side.

“You didn't think I was gonna let you off that easily, did you?” Rainbow smugly returned as Applejack ended up tripping over a rock while she wasn’t watching where she was going.

“Whoa!” Applejack screamed as she fell to which Kion stopped to make sure she is okay while Fuli keeps running to take second while keeping Rainbow in sight as the rest of the pack follows while their running shakes the leaves off of the trees from above burying the cow girl in a pile of leaves.

“Applejack, are you okay?” Kion asked.

“I’m fine.” Applejack returned as she got up unharmed. “I don't believe it.”

“I know, it's beautiful, isn't it?” Twilight commented as she caught up to them.

“Not the scenery, Twilight. Rainbow Dash just tripped me.” Applejack corrected her.

“She did not.” Twilight returned the truth.

“She did too!” Applejack refused to believe as Kion spoke up to confirm it while pointing to the rock behind them.

“She did not, and if you slowed down and looked where you're going, like me, you'd see that you tripped over a rock.”

“What?” Applejack looked back and saw the two were right as most of the field runs off ahead in the distance. “Oh, hayseed! Now I got a lot of ground to make up to catch Rainbow.”

“Just be careful!” Twilight called out as both Applejack and Kion both made their way back towards the front while she keeps her slow and steady pace.

Meanwhile back up front Fuli is still close behind Rainbow as they have both managed a huge gap over the rest of the bunched up pack.

Rainbow smirks at the cheetah behind her as Fuli’s confidence remains undeterred as she keeps her fast pace as she makes her move and speeds ahead of the Pegasus greatly surprising her as she quickly pursues her.

And if that wasn’t bad enough Applejack and Kion have both caught up with her with Applejack passing by her while Kion continues to watch from behind.

“See you at the finish line!” She taunted her as she locked her eyes ahead of her thinking she has taken the lead unaware that Fuli has sped off ahead.

“I don't believe it. After a huge setback, Applejack and Kion are back at the front of the pack and in the top five while Fuli pulls a fast one on Rainbow leaving her in the dust. She now has the lead by a long shot.” Spike commented while very impressed with her strategy as she speeds off ahead to build on her lead.

“She's the head of the pack, all right. The pick of the litter! The cat's pajamas!” Pinkie commentated as Bunga then thought literally as he speaks.

“Oh wait, why would Applejack take some poor kitty's PJs? That's not very sporting of her.”

“Oookay...” Spike awkwardly responded before regaining his focus. “…let's get back to the race.” He then suggested.

“Not so fast, Applejack! This race isn't over yet!” Rainbow swore as she pursed her rival.

“It is for you. Heh.” Applejack retorted as she sped off to take control of second as Rainbow ends up tripping over a tree stump while Kion just leaps over her to avoid crashing into her. Once she skids to a stop, the whole pack passes her and covers her in a pile of leaves much like with Applejack earlier.

As much as Kion wanted to, he refrained from wasting time, while asserting to himself that she had just tripped nothing more while keeping his eyesight locked on Applejack for second.

“Whoa! Guh, I don't believe it, Applejack tripped me.” Rainbow blindly complained as Twilight caught up with her again.

“Don't you ponies ever look where you're going? You tripped on a stump. See?” Twilight pointed out.

“Oh, I see. A big cheater is what I see.” Rainbow refused to see the truth despite obvious evidence to the contrary.

“Rainbow, Applejack would never cheat. It was just an accident.” Twilight tried to assure her to no avail.

“Sure it was. I mean, yeah, I'm sure it was.” She said and then repeated after Twilight gave her the look.

“Remember, Rainbow, this is just a game.” Twilight positively reminded her as she trotted ahead.

“Yes, but the rules have changed, and two can play at that game.” Rainbow still refused to accept that it was an accident on her own accord as she starts to think of new sneaky and dirty tactics to employ on her rival.

As the race goes on Rainbow Dash was able catch up to her as the two both manage a huge gap over the rest of the pack while Fuli herself still has a huge lead over everyone with Kion in between the two lead parties in second. Both Applejack and Rainbow are still more focused on out-doing each other to notice that Fuli is way out in front while the cheetah herself so far has got this race in the bag looking strong and confident about her chances now.

“Welcome back, Ponyvillians, it's me, Pinkie Pie.” Pinkie announced to everyone.

“And Spike. Looks like Rainbow is doing her best to catch up.” Spike added as he watched the race from down below.

“But so far it’s not enough for the overall win as Fuli the cheetah is so far absolutely running away with this.” Bunga noted that Fuli is a full portion of the course ahead of the rivaling duo just making it exiting the upcoming woods. “It’s going to a make a miracle to catch the cheetah in charge.”

“Although I'm not sure how ketchup is going to help her in this contest.” Pinkie weirdly added. “Now, in a hot dog eating contest it can make them doggies nice and slippery, but personally, I prefer mustard. How about you, Spike?”

“Uh... I... like... pickles?” Spike awkwardly responded again.

“Oh, pickles.” Bunga said as he drooled at the thought just like Pinkie Pie further creeping the baby dragon out.

“Aaand it looks like Applejack has found herself in quite a pickle as Rainbow overtakes her.” Pinkie then commentated as Rainbow is starting to retake third place from her opponent.

“Look, ma, no wings.” She mocked the farm pony as she took control and ran ahead into the woods with Applejack pursuing her.

“As the racers enter Equestria's Whitetail Wood, Rainbow Dash is back in the lead. But Fuli is still way out in front and already far out of the woods” Spike then commentated as Applejack tries to close the gap again.

Then Rainbow sees an upcoming branch along the path to which Fuli and Kion earlier were easily able to jump over no problem earlier and then gets the idea to gain the advantage over her rival as she grabs it by her teeth and then sends it back her to knock her back.

“Ugh. Hey, Rainbow!” Applejack complained as she blew a raspberry in response as she runs off ahead. “Why, that little cheater did that on purpose. It's on.” She then said as got the idea to use said branch to send her flying on over through the woods to make up the gap she had just lost while Kion listens on in dismay at their actions while trying to keep focus on holding his position.

“Nice one, Rainbow.” Rainbow said proudly as Applejack suddenly flies by.

“Later!” She shouted after her to which she growled in response before picking the pace back up.

Applejack seeing that Rainbow is catching up she sees a bee hive in one of the high branches in the trees above her and then quickly bucks at the tree so they fall on Rainbow Dash.

Thankfully, she was able to outrun them while screaming off the top of her lungs as she is pursed by angry bees while overtaking Applejack and losing the bees as she ducks inside a nearby bush.

In retaliation, Rainbow turns the sign directing the racers onto the race path to the other way towards the mountains to trick Applejack into going that way which worked wonders to the point she was so caught up laughing that she didn’t notice that the rest of the competition passed her until Twilight pointed it out all the while casually jogging past her to which Rainbow quickly changed the sign back to avoid Twilight catching on to her dirty trick.

Meanwhile, Applejack finds herself running up to a dead end at the top of the cliff just as Pinkie’s hot air balloon floats over to them.

“Applejack, what are you doing up here?” Pinkie asked her.

“There aren't even any trees.” Spike pointed out.

“Yeah, the race course is that way.” Bunga pointed out to the actual course down below.

“But the sign's pointed this way...” She started to explain before realizing she was tricked. “Rainbow. Mind giving me a lift?”

“Well even though it would be cheating…” Bunga began while hesitant as he looked at the others but then considered Rainbow tricked him. “Sure why on! Climb aboard!” He offered the rope for her to hang on until they catch up to the rest of the competition.

The three give her a ride without question as they drop her off alongside Rainbow as she overtakes Applejack for third place.

“What the hay?! You said no flying!” Rainbow complained while caught off-guard by her sudden appearance.

“No, I said no wings.” Applejack returned as she sped off ahead.

“I must say, Spike, that this has been the most interesting Running of the Leaves in Equestria history!” Pinkie said as they look down at the competition as the two reach the area of the forest where there are buckets of tree sap used for maple syrup hanging on the trees up front.

“With the most interesting announcing...” Spike added while not sure of how to response to Pinkie and Bunga’s weirdness along the way as Applejack makes another dirty move on Rainbow.

She kicks a bucket of tree sap on the path for Rainbow to get glued to a complete stop leaving her unable to move as the rest of the pack passes her again.

“But it isn't the running that's been fascinating. It's the lack of running!” Pinkie commentated.

“More specifically the ever-growing duel between the two main ponies trying to take the lead from each other while ignoring two other runners way out in front.” Bunga added as Rainbow tried to pull herself free but found herself pulled back and then shot forward like a sling shot at fast speed to which Rainbow was able to use to her advantage as she retakes second from Applejack after flying past every pony while spinning Applejack into a twister formation.

Rainbow got sucked up when Applejack accidentally got near her leaving the two spinning around and crashing into a nearby mountain edge which gave way and crumbled back onto the course. Thankfully none was harmed as everyone passed them again including Twilight.

“Forgive me, girls. I know I'm not an athlete, but shouldn't the Running of the Leaves actually involve running?” She said as she ran by them.

“You know, I think Twilight's right.” Rainbow admitted.

“You do?” Applejack asked.

“Yeah! If you wanna beat me, you better... RUUUN!” Rainbow answered as she quickly ran off ahead with Applejack in how pursuit.

Meanwhile up front Fuli has maintained her lead over the rest of the field with Kion a fair gap from both sides in sole control of second.

“So far so good.” He thought figuring that the two from behind are still duking it out from behind yet was focused more on the race he didn’t want to lose position over it.

In sight was the finish line for Kion as Fuli managed to cross the finish line first while Kion senses the pack is starting to gain ground on him. But being keeping his head straight he was able to keep his distance from him and power himself through to the finish line just before the rest of the field could arrive.

During the last stretch of the race Twilight made her move as she sprinted the last leg coming into the home stretch and managed to emerge right in front of all of the ponies to take the third and final podium position.

The trio all panted as they caught their breaths as they recovered from that marathon like run as both Kion and Twilight managed to recover fine since they ran the pace very well while Fuli really had to catch her breath and sit down for a little bit so she can recover since she went all out after losing both Applejack and Rainbow Dash halfway into the race.

The two final competitors none other than Applejack and Rainbow Dash have yet to cross the line as Pinkie, Spike, and Bunga commentate on the action.

“Once again, Rainbow Dash and Applejack are neck and neck, jockeying for position. Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack...”

As the two get closer and closer to the finish they start nudging each other to get them to back off to no avail which got the three’s excitement seeing this hot-blooded feud.

“Oh no, she di'int!” Spike said as Rainbow nudges Applejack.

“Oh yes, she di'id!” Pinkie said as Applejack returns the favor.

“Nose to nose as they approach the finish line.” Bunga added as their tempers flare again.

“Cut it out!” Applejack demanded.

“No, you cut it out!” Rainbow fired back.

“You started it.”

“And now I'm gonna finish it.” Rainbow said with determination as she makes her move.

“Oh no, you won't.” The farm pony returned not having any of it by biting onto her tail to pull her back.

“Oh yes, I will. “ Rainbow retorted as she went ahead with Applejack trying the tail grab with her teeth again only to rip the rope tying her wings together free.

“That's it! All bets are off!” Rainbow angrily had enough as she started using her wings.

“Oh no, you don't.” Applejack stopped her by leaping up and tackling her as they the two wrestle each other down the final stretch creating a dust ball as the two land punches on each other.

“It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash—“ Pinkie announced as the two crossed the line together. Once the dust settled the two emerged with messy manes and tails along with dirt and scratch marks from their scuffle.

“I won!” Rainbow declared.

“No, I won!” Applejack retorted.

“I won!” Rainbow fired back.

“You tied!” Spike told them.

“Tied?!” Both ponies said in shock.

“For first?” Applejack hopefully asked.

“For last!” Pinkie answered.

“Last?!” The farm pony expressed further shock.

“Oh yeah.” Bunga confirmed. “Considering you two were fighting each other the whole way.”

“Then who won?” Rainbow asked as Pinkie made the official announcement.

“Ladies and gentlecolts! For the first time in race history, we have our first non-Equestrian runner win this race, so give it up race winner, Fuli!”

“In addition in second place, our first place male finisher and first lion, Kion.” Spike added.

“And in third place, our first pony finisher, Twilight Sparkle!” Pinkie added as the three gave them their medals by placing them around their necks and handing them their trophies as everyone cheered for them.

“Wow! I can’t believe it.” Fuli could not express further words for her accomplishment nor Kion’s, and especially Twilight’s.

“I know, especially considering I've never run a race before.” Twilight returned.

“What? How's that even possible?” Applejack asked what everyone else is thinking.

“You ran so slow, and looked at the scenery.” Rainbow pointed out.

“Exactly. I paced myself, just like my book said. Then at the end, when all the other ponies were worn out, I sprinted to the finish.” Twilight explained as they look at the worn out Pegasus’s at the nearby hill still catching their breath.

“I don't believe it. Twilight, Kion, and Fuli all beat us.” Rainbow voiced her still shock over what had just happened.

“Well, with all your horsing around, it was quite easy.” Twilight pointed out nonchalantly.

“You're right, Twilight. Our behavior was just terrible.” Applejack admitted.

“We weren't very good sports.” Rainbow added.

“Sounds to me that an important lesson was learned.” The white alicorn commented as she approached them with her wings spread out while every pony bows before them who along with the golden fur grown lion along with his mate appeared alongside her.

“Princess Celestia?! King Simba?! Queen Nala?!” Applejack said in surprise to see them as the six bowed to them.

“W-What are you doin' here?” Rainbow asked.

“Fall is one of my favorite seasons, so I came to celebrate the Running of the Leaves.” Celestia explained to them.

“And since I heard my son was running this race, I also came by to congratulate him for his performance in addition to seeing what the event itself was like.” Simba added as he, Nala and Kion shared a hug together.

“I'm sorry you had to see us being such poor sports, your majesties.” Applejack apologized.

“That's all right, Applejack. Anypony can get swept up in the excitement of competition.” The princess accepted the apology.

“And as long as you two learned your lesson in the end, everything is quite all right.” Simba also assured them of what really matters more.

“It's important to remember that the friendship is always more important than the competition.” Twilight also taught them.

“Exactly, Twilight. Now, unfortunately, because the two of you were busy tricking each other instead of shaking down leaves, many of the lovely trees of Equestria are still covered.” Celestia then said as she looked at the trees with leaves on them.

“Why, Princess, I bet we can knock those leaves down for you lickety-split.” Applejack offered as she turned to Rainbow. “Whaddya say, friend? Wanna go for another run?” She offered as well.

“I'd love to stretch my legs.” Rainbow accepted as they both ran off to carry out the job as the others watched while the rest of their friends came over to congratulate their friends for their performance in the race.

“Great work you guys!” Ono commended them.

“You three were Poa out there!” Beshte added.

“Un-Bunga-veilable!” Bunga added with emphasis.

“Thanks guys.” Kion thanked them for their support. “Although knowing the Lion Guard’s fastest it should have been no surprise.”

“Boy, should it have been?” Fuli teasingly asked.

“Too bad, Applejack and Rainbow were both caught up fighting each other to actually compete.” Bunga pointed out. “They would both given you a run for your money.”

“Eh.” Fuli didn’t make too much of a big deal over it. “Still would have won either way.”

“At least they have finally learned their lesson about letting competition get the better of them.” Kion voiced of what’s really important. “Which somepony had figured out from the start of what would happen between them.” She gave the unicorn a knowing look that she planned for them to learn it on their own.

“What you mean how I let them drag it out knowing exactly they’ll learn what they needed to learn?” Twilight asked while returning the sneaky smile. “Nope. Don’t know what you’re talking about.”

Kion and Fuli roll their eyes knowing full well that she did set it up as she and her mentor share a hoof-bump together.

“Nicely done, Twilight.” Celestia warmly said to her as everyone laughed together.