My Little Pony Friendship is Magic What If?: Volume 14

by SuperPinkBrony12


S3 E6: Sleepless in Ponyville (What If?)

Scootaloo was ecstatic and very excited as she rushed through Ponyville on her scooter! She only barely ducked and weaved around ponies before she would've crashed into them! Usually, the tomboyish filly was far more careful with her scootering, especially when out and about on the town. But a recent development had lifted the filly's spirits to such a high state that she could think of little else besides it!

She had to get home as soon as she could! She had to tell her mom what she had just found out! It involved Rainbow Dash. And for a pony like Scootaloo who practically idolized the mare, for anything about Rainbow to get her this excited spoke volumes about what it was.

In fact, Rainbow Dash wasn't too far behind her number one fan. She was tailing Scootaloo from above, keeping a watchful eye on the kid to make sure she didn't crash into anything or anypony. "Come on, squirt," She playfully called. "Slow down a little. At this rate, I'll have to practically do a sonic rainboom just to keep up with you!"

"Sorry, Rainbow Dash!" Scootaloo called back. She slowed her speed just a little. "But I can't wait to get home and talk to my mom about you! I just know she's gonna say yes, she's already met you!"

"Yes, I know," Rainbow nodded. "And I don't think she'd be very happy to see you speeding along so recklessly."

"But you do it all the time." Scootaloo pointed out while continuing to keep one eye on the road ahead of her.

The brash speedster reluctantly blushed. "Guilty as charged. But even so, there's a difference between flying fast through the open skies, and what you're doing on your scooter. And even I crash sometimes. So slow down before you get hurt."

The tomboyish filly obeyed, slowly her speed on her scooter even more. At least she was wearing a helmet though, so if she were to crash she'd be protected. Then, suddenly, up ahead she saw a huge ramp caused by an overturned cart! The little pegasus immediately got an idea in her head, and increased her speed again.

Rainbow Dash looked down and saw the look of fiery determination reflected in Scootaloo's eyes. "Go for it, Scoots!" She cheered in encouragement! "I'm right behind ya!"

Scootaloo didn't need to be told twice! She rolled right up the cart and jumped as her scooter soared into the air! She briefly rose up, still holding onto her scooter with her front hooves but allowing her back hooves to lift off! She buzzed her tiny wings! She was actually flying! Sure, maybe not to the same extent as Rainbow Dash. But it was close enough to count.

Alas, what goes up must come down. The short make-shift flying session ended all too soon as Scootaloo's scooter wheels touched the ground again.

Still, Rainbow flashed a smile. "Nice moves, kid! Kind of reminds me of me."

"Oh my gosh!" Scootaloo eagerly proclaimed, momentarily forgetting to watch the road! "You think I have nice moves, Rainbow Dash?!"

The rainbow maned pegasus mare nodded. "Sure do, kid," But then she happened to spot something up ahead. Or rather somepony. And that somepony was closing in fast on Scootaloo's location! "Kid, watch out! You're gonna crash!" She shouted, hoping to catch Scootaloo's attention!

Scootaloo looked ahead, and her eyes went wide with shock and surprise! In front of her house stood a familiar amber coated pegasus mare with a loosely curly pink mane, a tail that was just as curly that was pink with pale raspberry highlights, and a cutie mark depicting three tornadoes. The mare's moderate rose colored eyes widened in horror! "Oh my gosh!" Scootaloo screamed and slammed on the brakes as hard as she could!

The resulting momentum halt did manage to stop the scooter in time, but it also sent Scootaloo tumbling forward and off said scooter. She was only saved from what would've been a nasty tumble by Rainbow Dash, who caught the filly in mid air and brought her safely back to the ground.

The amber coated pegasus mare breathed a sigh of relief before she scolded. "Scootaloo, don't you think that was going a little too fast?"

"Sorry, Mom." Scootaloo apologized to the mare (who was her mother, Dizzy Twister).

"Not to worry, Mrs. Twister," Rainbow Dash declared with a small salute. "Lucky for her I reminded her before she could crash into you."

Dizzy nodded. "Indeed. Thank you very much for that, Rainbow Dash," Then she looked to Scootaloo. "Now what was all that about? You know I've told you not to go flying along on your scooter like that."

"Sorry," Scootaloo apologized again. "But I was just so excited! There's something I have to ask you! So I had to get home as soon as I could." She was already anticipating what was to follow her big announcement. Yet the filly couldn't have imagined where it would lead, or how it would draw her and Rainbow Dash closer together than they had been before.

"Well, Scootaloo," Dizzy Twister asked as she locked eyes with her own daughter. "What is it that was so important you needed to ask me right away?"

The tomboyish filly took a deep breath. This was it, the moment of truth. Then, all at once she said! "CanIgoonasleepoverandcampingtripwithRainbowDashtoWinsomeFallsplease?"

Dizzy blinked slowly. Then she giggled. "What was that, Scootaloo? You know I'm not as fast as Rainbow Dash. You mind slowing down a little when you talk?"

Scootaloo blushed, her excitement had gotten the best of her. So she spoke again, taking care this time around to talk more slowly. "Can I go on a sleepover and camping trip with Rainbow Dash to Winsome Falls, please?"

"Oh, is that all?" Dizzy questioned in a tone of voice that sounded like she was surprisingly comfortable with the idea.

Now it was Scootaloo's turn to blink, but she was blinking in surprise. "You're... okay with that? I've never been on a sleepover with Rainbow Dash before. And I've never gone camping before."

The amber coated pegasus mare just giggled again. "Scootaloo, you've been on plenty of sleepovers before. And you already spend practically every day away from home. I know I can trust you to behave. And I know Rainbow Dash can be trusted to keep an eye on you. She already demonstrated that fact to me."

Rainbow Dash smiled. "Just doing my best to look out for my number one fan."

Dizzy nodded. "As long as you behave yourself, Scootaloo, you can go on that trip. That means no trying any dangerous stunts on your scooter, no trying to stay up past your bedtime and no wandering off by yourself. I'm giving Rainbow Dash permission to keep an eye on you and make sure you stay on your best behavior, so don't try to get away with anything you couldn't get away with with me or your father."

Scootaloo's eyes went wide with amazement! Everything was working out just as she had expected! "ALRIGHT!" She cheered at the top of her lungs and hugged her female parent tightly! "Thanks, Mom! You're the best, I mean it!"

Dizzy Twister happily smiled as she returned the hug. Then she cleared her throat. "Well, if you're gonna go on that sleepover, you'd best start packing now. I'll help you do it!"

But Scootaloo immediately raced inside her house as she insisted! "No thanks! I can do that myself!" She couldn't wait to share this good news with the one had proposed this sleepover/camping trip in the first place.


The very next day, Scootaloo had already packed her saddlebags and was eager to set off on the trip even though she knew it would be a while. She waited impatiently at the edge of Sweet Apple Acres, right by and just outside the clubhouse she so often shared with her fellow Cutie Mark Crusaders. The clubhouse that also doubled as her home away from home of sorts and the place she always held meetings of the Rainbow Dash fan club.

As the tomboyish pegasus paced back and forth, waiting for the other participants to arrive, she began thinking back to how it was that she had learned of the camping trip (and how she'd gotten the idea to get Rainbow Dash to go along with her).

It had only been just the other day, just after school had let out. And as usual, Scootaloo, Apple Bloom and Sweetie Belle had immediately retreated to the clubhouse. Normally, they would discuss various activities to try in order to hopefully get their cutie marks.

But that day had been different, because Scootaloo couldn't stop gushing about Rainbow Dash! "I just need to find a way to spend some time with her, y'know, so she can see more of my awesomeness," She boasted to Apple Bloom and Sweetie Belle. "If I can do that, I just know she'll take me under her wing and become like my big sister: Just like Applejack and Rarity for you girls. But it's so hard having to always take a balloon ride up to Cloudsdale, or spend all my time trying to track down Rainbow Dash in Ponyville."

Fortunately, Apple Bloom had an idea. "Well, I reckon I can help with that," And she quickly explained the idea that had just come to her mind. "Applejack and I are supposed to be campin' up at Winsome Falls this weekend. And if there's anypony who knows how to get in touch with Rainbow Dash, it's my big sis. They always seem to be competin' about somethin'," She briefly chuckled before clearing her throat. "Anyway, maybe I could get my big sis to invite Rainbow Dash, and then you could come too!"

"No way! Really?!" Scootaloo eagerly exclaimed! The prospect sounded too good to be true.

The farm filly gave a firm nod. "Sure, it's worth a shot. After all, ain't that what friends are for? Doin' favors for others?"

"Oh, I guess." Scootaloo sheepishly grinned upon realizing she hadn't thought of that.

Sweetie Belle quickly took attention away from Scootaloo as she longingly confessed. "I wish I could go too. It doesn't seem fair that I'd have to miss out."

Apple Bloom was quick to point out. "Who says ya have to? You forget my big sis is also friends with Rarity. Besides, I reckon Rarity and your parents won't mind you taggin' along with us. My big sis alone is quite trustworthy."

Sweetie Belle squeaked with joy! "Great! And I'll get Rarity to come too! I've got a secret weapon! Besides, Rarity loves camping!" As she finished speaking that sentence she started to rub her hooves together while a faint smirk formed on her face.

A short time later, Sweetie Belle had gone back to Carousel Boutique and immediately told Rarity of her offer. Naturally, Rarity was anything but amused with the idea. "I despise camping!" She hissed. She couldn't believe her little sister didn't already know that fact. She then shuddered. "All of that... nature. It's not for me."

Sweetie simply sighed. "Well, Applejack's going with her sister, and Rainbow Dash is practically a big sister for Scootaloo and she's going. But, y'know... if you don't wanna spend time with me then you... don't wanna spend time with me." She then adopted the best pair of puppy dog eyes and pouted, looking as sad as she possibly could.

It worked like a charm. Rarity wasn't willing to say no to Sweetie when she was like this. "Oh, alright," She relented. "I'll let Mother and Father know so they don't get freaked out if they can't find you and I'm not around. However, I will need to find an outfit more appropriate for 'roughing it' as it were," And she trotted off to do just that while groaning. "Ooh! What have I gotten myself into?!"

Sweetie laughed as she looked to her fellow fillies. "See? I told you she'd wanna come."


Time seemed to tick slowly for Scootaloo even as that flashback had ended. Not long after those events, she had raced home to ask her mom. And by a stroke of luck, Rainbow Dash had found out and followed Scootaloo home as a result.

Everything was falling into place. So what was taking the others so long? Especially considering Rainbow Dash was a part of this sleepover/camping trip, it didn't make sense for the rest of the group to be so slow. They should've all been ready to go by now.

Fortunately, the tomboyish pegasus didn't have to wait much longer. Soon, over the horizon she could see Apple Bloom and Applejack approaching. And they too had saddlebags filled to the brim with supplies. In fact, it was possible to overhear them sharing a little conversation with each other as they made sure they had what they needed.

"You remembered to pack bug spray?" Applejack questioned Apple Bloom.

Apple Bloom nodded. "Yup," Then she asked Applejack. "You got the canteens, right?"

Applejack nodded back. "Eeyup," She briefly laughed at the perfect impersonation of her brother's signature way of talking, before she declared. "Reckon we're all set then, and just in time too."

Just then, Rarity approached with what appeared to be a very heavy cart filled to the brim with multiple bags and even a trunk behind her. She wore a yellow bonnet that displayed her cutie mark, as well as a yellow scarf tied in a butterfly knot. She also had a pink and flowing dress with a red stripe down the middle and white stripes to either side of the red stripe, white leg sleeves and yellow heels for her hooves. A pair of violet-red sunglasses balanced on her nose.

Except it turned out that Sweetie Belle was the one hauling the cart, visibly straining herself with every step she took.

Rarity didn't seem to be bothered by this as she greeted the others. "Hello there. Sorry for being late, but I've always said you can't rush fabulosity."

Applejack couldn't help but tease. "Gee, Rarity, took ya long enough. Did you remember to pack only the essentials?"

The fashionista unicorn snorted. "Oh yes, laugh it up now. But we'll see who gets the last laugh when you're absolutely desperate to curl your lashes, and you realize you didn't bring your eyelash curler."

Apple Bloom, meanwhile, saw fit to question. "How come you're makin' Sweetie Belle into a pack mule? It's your supplies in that cart, ain't it?"

Rarity was quick to defend herself. "Well, there are downsides to guilt tripping me. Hopefully, this will teach Sweetie Belle a lesson about using her looks to get what she wants," Upon realizing she was kind of guilty of that herself, she added. "I know, it's a bad habit of my own that I've been trying to kick. All the more reason why I don't want Sweetie Belle to start doing the same. Besides, she gets to sleep with me in luxury, so it all evens out."

"Okay then," The farm mare declared. "I reckon we should be good to go now."

But Scootaloo took notice of a lack of somepony in the group as she protested. "But what about Rainbow Dash? Isn't she supposed to be coming on this trip too?"

Applejack gave a firm nod. "Of course she is. She didn't want the rest of us slowin' her down, so she agreed to scout ahead and meet up with us at our first campsite."

"Oh." Was all the pegasus filly could say in response.

"Any more questions?" Applejack then asked and thankfully received no replies. "Alright then, y'all, let's move out!"


"Are we there yet?" Rarity whined sometime later while the group was trotting through the woods.

"The last thousand or so times you asked that, the answer was no," Applejack groaned before pointing out. "But this time it's actually yes, 'cause there's Rainbow Dash up ahead. Looks like she's already gettin' a head start on makin' a pit for the fire."

And indeed, the brash speedster was proudly showing off her skills. Using her legs, she delivered karate kicks that chopped down several trees in the blink of an eye! Then she threw the logs she had gathered down in a small circle, ready to surround them with stones to create a proper fire pit. And she made every step look so easy.

"Hey, what took you guys so long?" Rainbow Dash remarked with a hint of impatience. "You get lost or something?"

Applejack immediately gestured a hoof to Rarity while declaring. "Some of us didn't know the meanin' of packin' lightly, so we were slowed down. Besides, we ain't all as fast as you!"

Rainbow did her best not to look too annoyed with Rarity. "I might have guessed."

Fortunately, Scootaloo flashed a smile as she not so secretly made her way up to the bigger pegasus. "Don't worry about her, Rainbow Dash. We're here now, so now we can get to hangin' out and getting to know each other better!"

"Once we get tents set up," Applejack called out. "So come on, y'all. No more time to waste! We need those tents ready by nightfall."

Everypony pitched in, even Rainbow Dash. Soon, two tents had been set up a ways back from the firepit (which had been set near some logs that were big enough to sit on): One was brown in color and the other was green. Strangely enough, Rarity spent most of the time fussing over her bags as though she were looking for something, but even she helped with the other tents from time to time.

Sleeping arrangements were worked out soon afterward as the tents were being nailed down so they wouldn't blow away in the wind or fold in on themselves. Unsurprisingly, each filly was given a tent that belonged to their corresponding big sister (or big sister figure in Scootaloo's case).

"So, I'm sharing a tent with you, huh, kid?" Rainbow Dash questioned. "Guess that'll make it easier to keep an eye on you. That is, if you wanna sleep in the same tent as me."

"If that's okay with you. I'd feel a lot better with you than if I had to share a tent with Applejack or Rarity." Scootaloo replied. Much as she didn't mind the other mares' company, they really didn't compare to hanging out with Rainbow Dash.

Rainbow was happy to agree. "Sure thing, just as long as you don't snore," In a somewhat serious tone of voice she questioned her unofficial charge. "You don't snore by any chance, do you?"

The tomboyish filly nearly jumped back a bit as she nervously answered. "Nope. No way. Not me. Never snored a day or night in my life. Nopony's ever said anything about me snoring, either at home or at sleepovers."

The rainbow maned pegasus smiled and lightly stroked Scootaloo's mane with a hoof. "Then you and I are gonna get along just fine. I'll have to remember to thank your mom for letting me tag along with you, although I probably would've come along anyway. No way I'd miss an awesome camping trip and a chance to relax for a whole weekend!"

Just then were was a rather loud popping sound, followed by a sudden whoosh of wind! All eyes turned to the source, and saw that it was Rarity's tent that was making the noise. Her tent was an inflatable one and it was massive! It was at least two stories tall and had an elegant purple color to it, along with yellow and orange trim. It had a balcony (which Rarity was currently leaning out of) and a flag pole with a small white flag flapping in the breeze. For the windows, there were violet-purple curtains.

Rainbow Dash was the only one to make a comment about the sheer ridiculousness of the huge tent. "You have got to be kidding me." Yet it was there for all to see. Small wonder Rarity had packed so much.

If Rarity was aware of the looks she was getting from the others, she didn't acknowledge them as she instead carefully levitated over a small vase and called out. "Sweetie Belle, do be a dear and see if you can find some fresh flowers for my bedside vase. Be careful not to wander too far now."

Rainbow saw the display and while flicking her mane with a hoof declared in a sweet tone of voice. "Scootaloo, do be a sweetheart and see if you can gather some firewood for us."

Both Scootaloo and Apple Bloom laughed at the pegasus' perfect impersonation of Rarity.

Rainbow waited for the laughter to die down before she adopted a more serious tone of voice. "Seriously though, kid. Can you get us wood for the fire? I'm not doing everything around here, you know."

"Of course! Be right back!" Scootaloo gave a salute and rushed away to gather what had been asked of her. She returned shortly with a good assortment of small, dry branches and sticks that would be perfect for a fire.


That night, as Celestia's sun set off to the west and Luna's moon rose into the night sky, Rainbow Dash took the liberty of using the wood Scootaloo had gathered to start a fire. Soon came a spark, and it wasn't long before a small but healthy fire was crackling away in a pit, surrounded by rocks and providing a nice source of illumination in the otherwise pitch black woods.

"Ah, that's good," The brash speedster proclaimed and then encouraged. "Everypony get comfortable, 'cause I'm about to tell you all the best story you've ever heard."

"Ooh! Ooh!" Scootaloo eagerly exclaimed as she jumped up! "Is it the one where you did that awesome sonic rainboom at the Best Young Flyers competition? That was all every pegasus in Ponyville and Cloudsdale was talking about for weeks afterward! There's no way any story could top that!"

"Okay, maybe the second best story you've ever heard," Rainbow corrected. "But probably still the scariest," And she then questioned. "You all like scary stories, right?"

Scootaloo nodded after briefly gasping and pretending to be scared. "You bet! What's a sleepover or camping trip without scary stories?!"

"Excellent!" Rainbow smiled with glee, and then she launched right into her ghost story. She took great care to establish a spooky atmosphere in order to put her listeners in the proper mood. "It all happened on a night just like this one, in a forest, just like this..."

The story went on for a little while before Rainbow Dash got to the truly scary part (at least in her mind). "...And then the Olden Pony asked the mare 'Who's got my rusty horseshoe?'" She delivered the last part in the best old sounding voice she could muster up.

"N-not me!" Sweetie Belle stuttered and shuddered, and she wasn't the only filly who was starting to become frightened.

There was a suspenseful pause before Rainbow shouted! "You do!" And just then, a small ember suddenly sparked for a brief second!

That was enough to make Sweetie Belle and Apple Bloom scream at the top of their lungs as they both jumped a bit!

Scootaloo jumped too, but quickly cleared her throat to avoid anypony thinking she had been screaming too. "Sorry, something in my throat," She quickly insisted. "I wasn't really scared. At least, not for more than a second or two," And while nervously laughing she told Rainbow Dash. "Great story, though. Bet you totally used to scare everypony out of their wits with that story when you were younger!"

"Heh, we're more alike than I thought, Scoots," Rainbow Dash chuckled afterward. "You're fearless as I am. Of course a campfire story like that won't scare you. You do far scarier things on your scooter every day."

The tomboyish filly nodded while nervously insisting. "Y-yeah, fearless. That's me." But just after she spoke an owl hooted, creating a somewhat unsettling atmosphere in the woods.

Rarity was quick to comfort a frightened Sweetie Belle as she sweetly told the filly. "Don't worry. Rarity is here to keep you safe and sound. No olden pony would be a match for me!"

And Applejack yawned as she picked up a frightened Apple Bloom and headed to bed. "Now don't you fret, sugarcube," She told her little sister. "There's no olden pony in our tent."

Now alone with Scootaloo, Rainbow Dash questioned. "You sure you're not scared, Scootaloo? Not even a little? It was just a ghost story, you know. It's not real."

"I know that, I do!" Scootaloo insisted, once again in a nervous tone of voice. "You don't need to worry about me. I've heard much scarier stories at other sleepovers."

The brash speedster yawned. "Well, I'm gonna hit the sack. Come inside when you feel like it, okay? And remember, if you need something, just ask me." Then she retreated into the green colored tent, leaving Scootaloo all alone outside in the woods (after putting out the fire of course).

Now all alone, it didn't take long for the filly to grow frightened. Without a source of light, the forest looked rather spooky. And strange noises only contributed to the unsettling atmosphere.

Still, Scootaloo tried to play it cool and tried not to let her mind get the best of her. It was a task easier said than done as twigs snapped and leaves rustled, stirred up by a sharp, cold breeze. "Just... just my imagination," The tomboyish little pegasus murmured to herself even as she began to retreat towards the tent she'd share with Rainbow Dash. As she did so, she could hear what sounded like branches ominously creaking in the distance. "That's... that's not the thundering hooves of the olden pony. I'm..." She gulped. "Not scared!"

But all the bravery left Scootaloo as soon as she heard a wolf's howl split the night air! "Gah!" She cried and raced into the tent as fast as her little hooves would let her! She didn't even look to see if Rainbow Dash was awake, she just dove right for her own sleeping bag and curled up in it until she was certain she was safe. It was only after she'd done so that she could hear snoring, and realized it had to be coming from Rainbow Dash.

"Good," The frightened filly thought to herself. "At least she didn't see me get all scared over nothing!" Then she shut her eyes, trying to tune out any thoughts of Rainbow's scary ghost story while trying to fall asleep.


Scootaloo was stirred awake sometime later by the sound of distant muttering, almost as if somepony out in the forest was whispering something. And it seemed like only she could hear it. "W-who's out there?" She called as she left her sleeping bag and peered out of the tent. "Whoever you are..." She tried to pluck up courage. "Just go away! Leave us alone!"

Summoning what felt like courage, the filly slowly crept out of the tent entirely and out into the woods. But things looked a lot different. Even the sky itself didn't seem right anymore, it now had an ominous shade of red to it. And when the little pegasus stopped to look, she saw herself surrounded by creepy looking trees. "I'm... I'm warning you, whoever you are," She again tried to sound brave! "I know Rainbow Dash, and she's not a pony you wanna mess with! So you'd better go home right now... o-or you'll be sorry!"

But then, from the darkness called a wicked, raspy voice. "Who's got my rusty horseshoe?"

With a gasp, Scootaloo took off running! As she ran past the trees, she thought for a brief moment she had seen Princess Luna. But when she stopped to look again, the night princess was nowhere to be seen. And unfortunately, because Scootaloo had stopped, she now felt a branch brush against her blank flank. Her grayish-purple eyes immediately widened to the size of dinner plates when she saw the most frightening face on the tree trunk! It took her a moment to realize it was just her imagination.

Just then, a silhouetted figure in the form of a rather elderly looking mare appeared before the filly! The mare seemed to be an earth pony because Scootaloo could see no wings or any sign of a horn. The earth pony had an ash gray coat, a ghostly white mane and tail that were slightly bushy and blood red eyes. Her cutie mark was obscured by a long, black cloak and hood. And her face was covered with wrinkles that made her look even older than Granny Smith. There was no mistaking it, this had to be the olden pony from the ghost story! She was real after all!

The olden pony looked Scootaloo in the eyes and asked her. "Who's got my rusty horseshoe?"

Screaming at the top of her lungs, the tomboyish pegasus filly ran all the way back to the tent without bothering to look back! She rushed inside and sealed the tent shut, convinced she'd given the olden pony the slip. But something was still wrong. She couldn't hear Rainbow Dash snoring. Had the older pegasus stopped somehow?

There was only one way to find out. Against her better judgement, Scootaloo approached the sleeping bag on the left side of the tent. "Rainbow Dash?" She hopefully asked.

But instead of Rainbow Dash, the face of the olden pony popped up and shouted! "You do!"

Scootaloo screamed again at the top of her lungs! And seconds after she did so she woke up with a start! It had all been a dream. A really frightening dream.

Try as she might, the frightened filly couldn't get back to sleep after a nightmare like that. She stayed awake for the rest of the night, murmuring and humming to herself. And she was still doing so as the first rays of Celestia's sun peeked up over the horizon.

Rainbow Dash yawned, unaware of what had transpired the night before. "What's that noise?" She asked Scootaloo only to receive no reply. She decided not to dwell on it. "Don't know about you, but I totally slept like a foal last night."

"Yeah, best night ever." Scootaloo replied, yawning a bit herself.

Rainbow smiled as she opened the tent up and the sunshine slip in. "Glad you're rested up, because we've got a long trek ahead of us. Totally gonna be worth it when we get to Winsome Falls, though."

Scootaloo winced from the sunlight, more so because of her lack of sleep the night prior than anything else. But she did her best not to show it outwardly even as her eyes twitched a bit.

"Hey, were you up late last night, Scoots?" Rainbow questioned when she noticed the bags under the filly's eyes. "I thought I told you not to stay out too late."

"Oh, s-sorry," Scootaloo stuttered and seemed to look rather guilty. "Just... couldn't get to sleep thinking how awesome you are. But I tired myself out eventually."

The rainbow maned pegasus mare seemed to accept the statement without hesitation. "Well, just don't let it happen again, okay? A growing filly like you needs her beauty sleep," Then she exited the tent. "Now come on, help me take down this tent so we can get going! Don't want the others to leave us behind, do you?"

Scootaloo shot up almost like a rocket. "No, of course not!"


Rainbow Dash joined the group this time as they slowly hiked along through the woods. Progress was slow, especially due to the heavy cart Rarity had insisted on bringing with her (even though she wasn't the one pulling it).

It didn't take long for the fashionista to complain! "Goodness, I think I'm sweating!" But when she turned back to see her little sister straining to pull the cart, she tried to save face by pulling Sweetie Belle close. "Oh, uh, but it's absolutely worth it to get to spend time with my little sister," And then she apologized while blushing. "Even so, I think the cart is getting heavier."

Applejack only groaned and grumbled. "It's your own fault for packin' so many things, Rarity. But I don't care how heavy you think that cart is or who pulls it. All I know is, if we don't get a move on and pick up the pace, it'll be dark before we even reach the next campsite!"

Upon hearing the word "dark" Scootaloo began to panic! She was absolutely terrified of what another dark night in the forest would be like, especially if she had to hear another scary ghost story from Rainbow Dash. But she didn't want to admit to such a thing, so instead she started to buzz her wings while riding on her scooter. And she offered. "Why don't I ride out ahead and make sure we have a clear path? I mean after all, we don't wanna be out here after dark, right?"

Rainbow Dash shrugged her hooves. "Doesn't matter to me when we get to the next campsite or where we camp for the night."

Realizing it would look awfully suspicious, the tomboyish filly quickly invented an excuse so that she wouldn't have to admit how scared she was. "It's just for the scaredy ponies among us," She nervously chuckled. "Not me, of course," And off she rode, determined to get ahead and reach the campsite before night time. But her lack of sleep from the night before was starting to catch up to her now, making it difficult for her to keep her eyes open. "Don't fall asleep now... " She yawned after a thump and (corresponding bump from her scooter) briefly jolted her back to her senses. "Got to get to that campsite before dark..." But then she closed her eyes and veered off the beaten path.

Scootaloo didn't realize where she was going as she dozed off. Her scooter slid down a slope, over a bunch of hungry crocodiles (using their snouts as makeshift logs), past a hungry bear and through a bunch of leaves and twigs. It was only by a stroke of luck that she returned to the path just as the others were crossing it, and that was when she woke back up again. She tried to make it look as if she'd wandered off course on purpose. "And that's why we should just stay on the path instead of going through the bushes."

Applejack wasn't so convinced. "Sugarcube, you're lookin' mighty jumpy today. More jumpy than a worm in an apple on cider makin' day. What gives, Scootaloo? What's eatin' ya?"

"Who? Me? Nothing!" Scootaloo denied any possibility of anything being wrong. "Just getting my exercise! You know how important it is to stretch out those hindquarters every so often," Then she zipped over to Rarity and Sweetie Belle and proposed. "Uh, need any help there?"

Rarity smiled. "That's so sweet of you to offer, Scootaloo. Thank you. Sweetie Belle could use a break."

"Yeah," The tomboyish filly agreed as she was hitched to the heavy cart. "What are friends for, right?" But then she strained herself considerably as the weight of the cart and its contents pressed down on her. No wonder Sweetie Belle was struggling so much.


Despite Scootaloo's best efforts to speed things up, it was still dark by the time the other ponies decided to stop and rest.

"No need for tents tonight, I reckon," Applejack commented as her sap green eyes surveyed her surroundings. "We'll take shelter in the cave. That is, as long as some critter ain't callin' it home."

"Hold on, I'll check!" Rainbow Dash replied and zoomed right into the cave! She came back out in what seemed like only seconds as she proudly proclaimed. "Nope: No bears, bats or any other creatures lurking," And she rubbed her hooves together. "This cave is perfect for the story I'm gonna tell tonight! If you thought the olden pony was spooky, just wait 'til you hear this one! Don't blame me if you have nightmares," Then she declared. "All we need is a good fire, and we're all set."

Scootaloo knew what that meant. She hadn't even volunteered and she'd been assigned to gather up the firewood just like the day before. The difference was that this time it would be at night. And in a section of the forest that looked even spookier and creepier than the one from last night. But she tried to pluck up courage. She already had Applejack suspecting something, she couldn't risk anypony else catching on. Not if she wanted to maintain her reputation. "I'll be right back with lots of firewood from the deep... dark... not-scary-at-all forest!" The filly nervously declared as a wolf howled.

"Great! Thanks a bunch," Rainbow smiled. "I was about to get it myself, but if you wanna do it instead go right ahead."

But the frightened tomboyish pegasus couldn't bring herself to take even one step into the forest, that's how unnerved she was. It was really bothering her. She couldn't go on being this frightened if she wanted to be accepted by Rainbow Dash. "I can do this," She gave herself a quick mental pep talk. "On the count of three, I'll go get those branches." And she slowly counted to three, only to find that she couldn't summon up the courage.

Applejack began to shiver as she impatiently called. "Hey, Scootaloo! What's the hold up?! It's gettin' colder than a timberwolf's toenail. Hurry it up with the firewood."

Realizing she couldn't delay it any longer, Scootaloo rushed out and hurriedly grabbed what few branches she could see before her. She didn't dare try to venture any further off the path or any deeper into the woods. Laughing nervously all the while, the filly rushed back to the makeshift camp site and deposited her small stash of firewood into the pit. "Here you go!"

Rainbow Dash eyed the small collected sample with skepticism. "That's it?"

Scootaloo nodded and tried to play it cool. "Best I could do, 'cause, y'know, there aren't that many trees around here!" Only after she said that she did realize how bad a lie that was. She'd spotted plenty of trees, and she was certain everypony else knew this too.

Fortunately, nopony seemed to mind as Applejack just declared. "That's all we need to get a fire goin'. Why don't you go sit with Rainbow Dash?" Reluctantly, the little pegasus did just that.

It wasn't long until Rainbow had gotten the fire going. And just as quickly, she began to launch into her ghost story. "Now then, where was I? Oh yes, the scary part." She let out an evil laugh.

Not wanting to hear another scary ghost story and have another night of nightmares, Scootaloo tried to shut it down as she offered. "Hey, I have an idea! How about I tell tonight's story instead?"

The rainbow maned pegasus was happy to oblige the filly's request. "Okay, just be sure to make it a good one."

So Scootaloo did. She didn't care that she didn't have a ghost story or anything similar, she was just hoping she could pass the time until it was time to go sleep. With any luck, if she didn't hear a scary story, she wouldn't have nightmares again tonight. "There once was a really really nice pony who lived in a bright and sunny land, where there were rainbows every day, and lots and lots of happy friends, and–"

Rainbow Dash yawned and interrupted. "-No offense, kid. But that's not much of a story. That's okay, you did fine for a first timer. Now just get comfortable and watch how a pro does it!" Then she adopted a spooky tone of voice as she began her story. "I've been told that these very woods are haunted. 'By what?' you may ask? Why, by the headless horse of course! It only gallops at night!"

Applejack saw fit to chime in at that very moment. "I've heard this story before, Rainbow Dash. Everypony has. And you know what nopony can explain: If this thing doesn't have a head, then how in tarnation does it know what time it is or where it's goin'?"

Rainbow groaned in annoyance. "I said it's headless, not brainless. Even ghosts and spooks have brains. And every night, this ghost goes looking for little lost ponies."

"So where's its brain, then?" Rarity questioned. "Seriously, Rainbow Dash. The headless horse is a ghost story that's been told at sleepovers and around camp fires for ages. Just about everypony's heard of it by now."

"I... I haven't." Scootaloo reluctantly admitted.

The rainbow maned pegasus took that statement as satisfaction that her hecklers were wrong. "Not everypony just yet. Now let me finish or we're gonna be here all night!"


It seemed like a good deal of time passed before Rainbow Dash's terrifying (and apparently popular) ghost story drew to a close as she declared. "And they were never heard from ever again!"

Apple Bloom and Sweetie Belle screamed for a moment, before they started laughing. They'd remembered the story from a previous sleepover. They didn't know Scootaloo wasn't so fortunate.

Afterwards, as her fellow Crusaders huddled close to their big sisters, Scootaloo nervously asked. "It's not time for bed yet, is it?"

"'Fraid so, Scootaloo." Applejack declared.

Scootaloo's nervousness only grew as bed time seemed to be drawing near. "Wait!" She cried out, trying to think of a way to delay (or even prevent) the inevitable. "We... we haven't even sung any campfire songs yet!"

Sweetie Belle smiled. "You don't have to ask me twice! I'm on it!" She climbed up onto a rock and began to sing at the top of her lungs! "Ninety-nine buckets of oats on the wall, ninety-nine buckets of oats!"

Only Scootaloo was able to stay awake through the whole "ninety-nine buckets", bobbing her head to her fellow filly's beat. She normally would've hated listening to such off-key singing, but this time she didn't care if it meant she could stay up and not have to go to bed.

Alas, when Sweetie's song ended, everypony else headed off to bed within the cave (despite the lack of need for tents, Rarity had still set up her luxurious tent inside the cave).

"Oh, just one more song, please?!" Scootaloo offered, still not wanting to go to sleep. "How about a dance contest?" After receiving no takers she proposed. "I have a brilliant idea! Hide and seek! Who's with me?"

"Maybe tomorrow, okay?" Apple Bloom yawned.

And Applejack again seemed to know what was really behind Scootaloo's antics as she questioned. "Seems like you don't really wanna go to sleep tonight. Is there some reason why?"

The tomboyish filly quickly denied the accusation. "Nah, why would there be? It's just..." She quickly thought up a lie. "I love camping and hanging out with Rainbow Dash so much that I don't wanna waste a single minute with sleep!"

Rainbow appeared to smile ever so faintly as she told the little pegasus. "That's nice and all, but even a pony as awesome as me needs her shut-eye. We talked about this this morning, you need your sleep."

Scootaloo groaned, realizing she couldn't put off sleep any longer! "Ugh! Fine!" Slowly but surely, she shut her eyes to the sound of water dripping from the ceiling of the cave.


The dream this time was just as bad as the one before. Scootaloo found herself running through a lonely forest! This time, however, she wasn't being chased by the olden pony. She was being pursued by the headless horse. Yet try as she might, she couldn't escape no matter how fast she ran! "I wanna be heard from!" She cried, knowing what would happen should the headless horse catch her (as it seemed likely to do)!

Suddenly, the frightened filly tripped and tumbled, rolling down a slope! By the time she had recovered, the headless horse had caught up to her and was closing in fast! "It's all over!" Scootaloo cried and shut her eyes, waiting for the end to come.

But then, out of the blue a gentle and reassuring voice echoed. "A warm welcome to you, Scootaloo." Then the headless horse disappeared in a poof. And taking its place was an alicorn with a dark blue coat and moderate cyan eyes. Her mane and tail were sapphire blue with grayish blue outlines, and they flowed just like Princess Celestia's mane and tail were known to do. Her cutie mark depicted a crescent moon and was surrounded by a black splotch on her flank, a similar marking appeared around her neck.

It took Scootaloo a moment to recognize who this alicorn was. She had seen her once before, on Nightmare Night. "Princess Luna!" She cheerfully cried! Never in all her life was she so glad to see a friendly face. "You were the headless horse all along?"

Princess Luna smirked a bit while shaking her head. "I was not. You are mistaken, though I hope not disappointed."

The tomboyish filly breathed a much needed sigh of relief. "Oh, you're so much better than the headless horse!" But there was something that puzzled her as she pondered. "But what are you doing out here? Shouldn't you be in Canterlot?"

The night princess explained. "I am the princess of the night, Scootaloo. Thus, it is my duty to come into your dreams to aid you."

"Wait, this is a dream?" The little pegasus questioned as she looked all around. "But it feels so real!" However, when she reached out a hoof to touch Princess Luna, she was surprised to see it instead brush up against an invisible barrier. The noise echoed everywhere.

Luna smiled. "As real as this seems, it is but a dream. It cannot last forever."

"I thought I saw you last night," Scootaloo realized. "Why didn't you show up then?"

The alicorn simply explained. "I cannot be in every dream every night. I monitor dreams from the dream realm, and travel to them as needed to combat nightmares. I sensed your distress early on this evening, and knew you would need my help," She was quick to warn. "However, you should know that when you wake up, what you fear the most will still be there."

"The headless horse is real after all?! But I thought it was just a ghost story!" Scootaloo exclaimed, shuddering with fright.

Princess Luna frowned as she questioned the troubled little pegasus. "Is The Headless Horse really what frightens you the most, child? Be honest."

So Scootaloo reluctantly confessed. "No, that's not it. It's Rainbow Dash. I'm afraid she'll find out I'm not as tough or cool as she thinks I am. This is my big chance to finally show her how great I am, I don't wanna mess it up! And these stupid nightmares are gonna ruin everything."

Luna trotted forward and put a hoof to Scootaloo's chin, looking the filly deep in the eyes. "If you remember but one thing tonight, Scootaloo, it should be this," She cleared her throat. "Everypony has their own fears. The deepest ones are those we won't admit, even to ourselves. But face them we must, or the nightmares will continue."

Just as the princess of the night had finished speaking this, Scootaloo rubbed her shoulder and started to whine nervously. The barrier from before vibrated again, creating visible shockwaves! And before her very eyes, the filly saw Princess Luna retreating!

"You're waking up! I must go!" Princess Luna called as the wind picked up. "Remember what I told you: Face your fears, Scootaloo!" And it was the last thing spoken before the dream ended.

Scootaloo woke with a start once again! "Princess Luna?!" She exclaimed and looked around, quickly realizing where she was. She was in the cave with the others, and her ears could hear the sound of water dripping from the ceiling.

But something had caused the filly to wake up. And she knew what it was. The dripping water reminded her of something she hadn't taken care of before bed. Not wanting to disturb the others (especially not Rainbow Dash), the tomboyish pegasus slipped out of the cave to resolve the issue. She felt a little bit better after that. Maybe she could even fall back asleep. She wasn't thinking about the ghost stories anymore, so hopefully her nightmares would cease (for a while, anyway).

However, as the child returned to the cave, she heard what sounded like a distant whinny! "W-what's that sound?!" She asked herself even though she knew she wouldn't get a reply. She retreated from the cave entrance, jumping onto her scooter! "I'll.. I'll lure it away!" She said to herself! "Yeah! That'll show Rainbow Dash I'm not afraid!" Satisfied with her mental pep talk, she slapped on her helmet and sped away!

Unknown to Scootaloo, Princess Luna had seen the whole thing play out from within the dream realm. And she was anything but pleased. "Scootaloo." She sighed and frowned, realizing that there was only one thing to do! One way or another, the filly was going to have to confront her fear head on!


Scootaloo sped alone through the dark forest! She'd forgotten all about her promise to her mom not to try anything so dangerous! She was determined to get as far away from that whinny as possible! Only when she was certain it was gone would she return to the cave, knowing that it would look awfully concerning if she wasn't in her sleeping bag when the sun came up.

Unfortunately, the lack of familiarity with the woods meant Scootaloo was heading for trouble! She couldn't truly see where she was going! Suddenly, there was a bump and she was thrown off her scooter! She plummeted into a raging river, the current sweeping her along even as she desperately fought to stay afloat and swim back to shore! Frantically, she grabbed the first thing she could spot, a branch hanging by itself just above the river. Grabbing it, the frightened filly held on for dear life!

"Hello?! Is anypony out there?!" Scootaloo called to the darkness. She would give anything to be safe and sound on dry land again, even if it meant confronting one of those scary ghost stories Rainbow Dash had told.

But no help came. Instead, the branch broke off and Scootaloo fell back into the river! She screamed out for help and tried in vain to fight against the current, but there was nothing she could do! To make matters worse, the filly quickly saw that she was being pulled towards a raging waterfall! And she knew her tiny wings wouldn't be able to slow her descent! If she went over the waterfall, she was sure to die!

Yet just as the tomboyish pegasus went over the fall's edge, she was snatched up in a rainbow colored blur! And a familiar voice shouted! "I gotcha!"

Scootaloo quickly realized to whom she owed her rescue, none other than Rainbow Dash! She was practically ecstatic! "Rainbow Dash! Thank you! Thank you!"

Rainbow Dash didn't respond, she just continued to fly until at last she was able to set the waterlogged filly safely back on dry land. Immediately, she shot said filly a harsh glance as she sternly scolded! "What in the hay are you doing out here in the middle of the night?! Do you have any idea what could've happened to you?! You're lucky Princess Luna came and woke me up, telling me you were in trouble! If she hadn't... well... we wouldn't be having this conversation right now! What would have I told your mom then?!"

"I'm... I'm sorry, Rainbow Dash!" Scootaloo sniffled as she was overwhelmed with guilt! "I was just trying to be brave like you, but..."

"But what, Scootaloo?!" Rainbow Dash questioned with frustration and concern. "This isn't being brave! This is being careless! What could've possibly caused you to wander off into the woods by yourself?!"

The tomboyish pegasus filly whimpered, shrinking from Rainbow's gaze. This was it, this was exactly what she'd feared the most. There was no way Rainbow Dash would agree to be her big sister now, not after this. However, when she looked up, she happened to see a shadowy face on the moon. She realized at once who that face must belong to.

"Scootaloo," The familiar voice of Princess Luna whispered. "It is time for you to face your fears, like I told you before."

Holding back the tears as best she could, Scootaloo confessed. "I'm so, so sorry, Rainbow Dash! I just wanted you to hang out with me and see how cool I was. I so sure you'd take me under your wing, teach me everything you know, and become like my big sister! This was my first real chance to just hang out with you all by myself. No more idolizing you from afar, no more meetings with my mom, just you, me and nopony else," She then sighed, looking down at the ground. "But then you started telling those spooky stories and I got scared! I couldn't sleep, but I didn't wanna tell you why because I thought you'd look down on me if I did. I told myself I'd be brave, I convinced myself I was gonna chase away the ghosts! And... well... you can probably figure out the rest."

But to the surprise of Scootaloo, Rainbow pulled her unofficial charge close with a wing. "Is that what this is all about?" She asked with sincere concern. Then, after looking around, she added. "I'm gonna tell you something, but if you ever tell anypony else, I'm gonna deny it. The first time I heard those stories I told... I was scared too. Scared me just as much as it did tonight when I thought something awful might have happened to you. We may not be family, but that doesn't mean I don't care about you or what happens to you. I promised your mom I'd make sure you didn't get hurt, and it's not a promise I intended to break."

"I know," Scootaloo acknowledged. "I'm sorry I made you worry so much."

The rainbow maned pegasus just smiled. "At least you're okay now, thanks to yours truly and Princess Luna. Just don't ever do anything like this again. I won't always be here to save you, you know," Then she looked the filly deep in the eyes. "So, you really want me to take you under my wing and be your big sister? I suppose I could do that. I've always wondered what it'd be like to have a sibling. You know, only child and all that stuff."

"You really mean it?" The tomboyish filly asked, hoping beyond hope that this wasn't a dream too.

Rainbow Dash nodded her head up and down. "Yeah. As long as you don't go falling into any more rivers in the middle of the night or anything like that."

Scootaloo giggled and nuzzled into Rainbow Dash's embrace. "You've got yourself a deal!"

Rainbow let the hug last a while, before she cleared her throat. "Alright, Scoots. Let's find your scooter and get you back to bed. We'll both need our energy for tomorrow."


Scootaloo and Rainbow Dash slept well for the rest of the night after their little "adventure" (which they both agreed to keep to themselves). And the next day, they accompanied Applejack, Apple Bloom, Sweetie Belle and Rarity as the group finally reached their destination.

Winsome Falls was a truly magnificent place. But the show stopper was it multiple rainbow colored waterfalls. Apparently, this was the place where the pegasi got all their liquid rainbow concentrations for the weather factory.

Sweetie Belle suddenly broke the silence as she shouted! "I call sister teams! Last pair to make it to the falls is a moldy carrot!"

Rarity reluctantly agreed. "Oh, alright," But even so she couldn't stop herself from getting into the spirit of competition as she declared! "It is so on!"

Scootaloo began to run as well, hoping to at least keep pace with the other teams. But then she felt herself be lifted into the air as Rainbow Dash gave her support and told her. "They think they can beat the two of us? Let's show 'em how wrong they are!"

Scootaloo was happy to agree. She was so glad to have been accepted by Rainbow Dash.

The excitement carried over to the night, even when Scootaloo dreamed of the olden pony again.

"Who's got my rusty horseshoe?" The olden pony asked as she eyed Scootaloo.

But then Rainbow Dash appeared, tossing a rather rusty looking horseshoe at the old mare and telling her. "Here it is! Now take it, stop all your moaning and get out of here!"

The olden pony obliged. "Thank you, and have a nice day."

Princess Luna watched the whole scene with a smile. "You've done well, Scootaloo." She whispered to herself while observing the dream. There would be no more nightmares for the pegasus filly, all her fears had left her.