My Little Pony Mystic Season 2

by Shadow Master

Episode 14: The Great Applewood Derby

At the Ponyville Schoolhouse, the students were chatting and talking with each other happily, just before Miss Cheerilee entered the classroom. They all stopped and greeted her.

"Good morning, Miss Cheerilee!"

"Good morning, everypony!" Ms. Cheerilee greeted back, "I hope you brought your thinking caps, because today we're going to learn about physics!"

"Physics?" Scootaloo asked in confusion.

"Like kinetic energy or mobility?" Nyx asked curiously.

"Mm-hmm! That's right, Nyx," Cheerilee nodded in agreement, "Specifically, the use of force in energy conversions! In this case, using mechanical work to convert potential energy into kinetic energy!"

Apple Bloom looked confuse, "The what now?"

Sweetie Belle looked concern and confuse, "Um, Miss Cheerilee? That sounds a bit over our heads."

Scootaloo nodded in agreement, "Yeah. Why would we even need to know that stuff?"

Cheerilee smiled, "Oh, it's very important. In fact, you'll most likely end up using it tomorrow."

"Tomorrow? What for?" Apple Bloom asked.

Nyx hummed, "Why do I get the feeling? This is gonna be something surprise us."

"Why, for participating in the..." Cheerilee said calmly before formed a smile, "Applewood Derby!"

The students gasped in surprise and shock. They then all cheered wildly and happily. They all then chatted about it. It was the best news and announcement given by their teacher. And they can't wait to be part of the race.

"We get to race in the Applewood Derby tomorrow?" Scootaloo asked happily, "That's so cool!"

Apple Bloom nodded, "My family's talked about it for years, and now I'm finally old enough to race!"

"So, what's Applewood Derby?" Nyx asked curiously.

Sweetie Belle gasped, "You'd never heard of it?! How could you not heard of it?!"

"Because she was born from the ritual while me and my bro were stuck on the Demon Land for three years?" Alyson Joy asked in amusement.

Sweetie Belle yelped in realization, "Right... We'll explain to you later."

"Now hold on to your horseshoes, everypony." Cheerilee calmed down her class. She continued, "You've got a lot of work to do before you're ready to race."

"Yeah, but... not schoolwork, right?" Snips asked curiously.

Snails nodded, "Yeah. Homework gives me a headache."

Annoyed by both Snails and Snips's questions, Cheerilee rolled her eyes briefly. She pulled the projector screen down. It revealed the blueprints of pony, block, measurement and tools.

Cheerilee explained, "There'll be a block of applewood just like this one waiting for you at Sweet Apple Acres tomorrow, and you've got one day to turn it into a race-ready cart."

The students groaned in disappointment and upset. They realized that they don't have much time and they need to prepare their own cart before tomorrow race.

"Oh, yeah..." Scootaloo said in realization, "That is a lot of work."

Alyson nodded in agreement, "And not to mention, we may not able to finish our cart in time before tomorrow. I know because my brother was the last person to get his cart ready. And not to mention, he spent a week to get it done when it's supposed to be one day."

Cheerilee nodded in understanding, "Mm-hmm. Luckily, you'll each get to pick an older pony to help you! But choose wisely, because they'll also have to ride in the cart with you during the race."

The students awed and sighed in relief of hearing the news. Now, they able to get their cart ready and done before the race.

Scootaloo hummed thoughtfully, "I think I know just the pony to ask."

"Me too!" Sweetie Belle exclaimed happily.

Apple Bloom smiled, "Me three!"

"I guess everyone knows who's the best pony to help us," Alyson remarked happily.

Nyx sighed, "Not me. I'm not sure of which pony to help me - my mummy, daddy or big brother. It's so hard to choose."

"Why not talk with them? I mean one of them knows about it," Apple Bloom suggested, "Twilight might be the one. After all, she literally read all kinds of books especially athletes, spell books, fictions and mechanism books. How else she beats Applejack and Rainbow Dash from Running of the Leaves?"

Nyx giggled a bit, "Make senses..."

"Just remember, everypony. Your cart has to be able to finish the race if you want to win one of the awards." Cheerilee explained as she shown the box of three ribbons with 'number one' icon, "Fastest – for winning the race, naturally. Most traditional – for the best working replica of an original Applewood cart. And most creative – for the cart with the best overall design."

Apple Bloom dreamily sighed, "Hoo-wee! Those ribbons are the bees' knees."

"Uh-huh..." The students remarked dreamily.

Cheerilee smiled, "All right then, class! You've got a lot to learn if you want to build a race cart."

The students groaned in disappointment and anger.

Snips groaned, "Aww... I knew there was gonna be a catch!"

Snails sighed, "Aw man... This really is pain..."

---

As the Schoolhouse's Bell rang, the students went out and were on their way back home. Sweetie Belle explaining while showing the history book to Nyx about Applewood Derby. Apple Bloom was there to help out. Scootaloo and Alyson Joy were on their way to regroup with them from behind.

"That's amazing..." Nyx commented. She turned to Apple Bloom, "Apples are sure famous around the Equestria for almost everything."

Apple Bloom blushed, "Aw shucks. Not exactly everything..."

"Wow!" Sweetie Belle said in surprise as she was looking at the book's old picture, 'Have you seen what the carts used to look like in the olden days?"

Looked at it, Apple Bloom smiled, "Yeah, I know all about them. When Ponyville started the Derby, they decided to use the wood from our apple trees for the carts. The race has been a part of Sweet Apple Acres ever since."

"I just think these old carts look so cool!" Sweetie Belle said in amazement. She sighed in defeat, "But I guess you and Applejack will probably win the award for the most traditional, huh?"

"The Apples usually do, but honestly," Apple Bloom smiled, "I'd rather build the fastest cart there is and win the race!" She paused as she spotted Scootaloo and Alyson Joy entering the scene. She sighed, "But... I'm pretty sure Scoot and Rainbow Dash'll take that award."

"You know, I race around so much on my scooter, being the fastest isn't such a big deal." Scootaloo said calmly before smiled, "Maybe I'll try to make the wildest looking cart I can think of!"

"Really?" Apple Bloom asked hopefully.

Scootaloo nodded, "Sure! If I win most creative, you can totally win the award for fastest!"

"And I can win the award for most traditional!" Sweetie Belle remarked happily.

"You wish! I'm gonna win the fastest cart award!" The confident and happy voice exclaimed. Cutie Mark Crusaders looked up and found Jade Adventure was sitting on top of tree's branch. She jumped to the ground hard while smiling. She smiled, "Yeah. I heard about it. And I got myself registered in with Kicker."

Alyson Joy smiled, "Good for you. I wanna try with creative cart! I loved creating and designing carts. I heard others like Pipsqueak doing fastest cart, Dinky do with her creativity and Twist wanna do the original designs." She turned to Nyx, "What about you?"

"Me? I'm gonna win them all!" Nyx exclaimed proudly and firmly. Her friends looked at her oddly and surprisingly shock. She was confused before smiling sheepishly, "What? It's the first time to try to win them all. It's much fun!"

Alyson Joy scoffed, "Yeah, right! Don't be greedy, Nyx!"

"Either way, sounds like we're all gonna try somethin' different." Apple Bloom said happily, "I can't wait to tell Applejack!"

Jade Adventure smirked, "Then, what are we waiting for? Let's do this!"

Cutie Mark Crusaders jumped and gave each other a hoof, "Go, Crusaders!"

Unknown to the children, a strange creature has overheard the event. She smirked darkly and evilly as she quickly flew off at once.

---

At the Dark Forest, Dark Wing and her cousins were building their own army while making and discussing the plans of taking over the Equestria and taking revenge on their enemies. But so far, they haven't come up with anything. Suddenly, they heard a flapping wings. They looked up and found Song Wing arrived at the scene.

"Sorry, I'm late, everyone. Just enjoying another sightseeing on Ponyville," Song Wing remarked in amusement before stretched her limbs and wings tightly and widely. She smirked, "But I've got some good news for you. And you're gonna like it."

"What would that be?" Dark Xing asked. Song Wing answered proudly and amusingly. It surprised everyone. She smirked, "So, our little Yue is having Cart Competition? Interesting..."

"What do you propose to do?" Mei Kai asked in amusement.

Drago nodded, "I can't wait to hear the next idea."

"We join the fun..." Dark Xing answered calmly, "Prepare our cart and rides."

---

Nyx returned to the Castle of Friendship as she left her family know about the announcement from her school. While everyone was pleased with it, Twilight Sparkle was even more exciting as she screamed and squealed wildly, happily and loudly. It caused everyone to cringe while covering their ears tightly.

"Did not see that coming," Lance Justicestrike commented.

Shadow Dragon nodded, "Agreed! She's never been exciting before in her life especially screaming and squealing for no reasons!"

"Ohmygosh! Ohmygosh! Ohmygosh! Ohmygosh! Ohmygosh!" Twilight Sparkle grabbed and held Nyx as she spun and rotated around her while flapping her wings for few times, "I can't believe it! I just can't!"

"Wow! You seem excited about it so much!" Nyx said in surprise.

Twilight Sparkle stopped as she hugged Nyx tightly and passionately, "I am! Its the first time to me to be in the cart!"

Nyx gasped, "Really?"

Spike chuckled, "Oh yeah? You should seen how she looks when she watching it with her dad."

"My parents always bring me to watch the derby from Canterlot. It was amazing and so exciting! I hardly looked away from it!" Twilight Sparkle said happily while recalling her past. She sighed in upset, "But they forbid me from getting involved of it. I was so upset and disappointed that I'd never get the chance." She sighed firmly before showing her firm face, "Until today!"

"Does that mean you're helping me?" Nyx asked.

Twilight Sparkle nodded while flapped her wings happily, "Of course, I am! I know everything about derby especially three types of competition!"

"Not just her. I'll help too," Shadow Dragon said proudly.

Everyone gasped in surprise and shock as they turned and looked at him.

Nyx approached her father, "You know derby too?! Were you involved of it?"

"Uh, no..." Shadow Dragon answered uneasily yet embarrassingly while rubbing his head gently. Everyone groaned in annoyance. He continued, "But in my times, we have a competition involving riding. We call it 'The Beasts Ride'."

"What's a 'Beasts Ride'?" Nyx asked in surprise.

Nyx turned to her mother, Twilight Sparkle shrugged, "Don't look at me. I'd never heard of it before."

"I do." Lance Justicestrike said happily, "My mom told me about it. She seen it before from Lord Azure Phoenix's home. It's about warriors and riders riding their own monsters, beasts and dragons in competition. Like derby; it's either about fastest, strongest and smartest competition. Like every race, finish and win at the finishing line."

"Wow..." Nyx said in surprise, "That's amazing! Was daddy in the race too?"

"Was in the race?" Shadow Dragon asked in amusement before scoffed, "I was the champion! The best rider in Mystic Realm! Why else I was called as The Mystic General of Dragons?"

ROAR! Everyone yelped in surprise as the library was shaking and echoing hard and loud by Dragoking's proud roaring.

Shadow Dragon chuckled uneasily, "Okay, okay. Sorry. I forgot to mention that he's the best partner and brother-in-arms I ever had to win the race."

"Wow. That is so awesome!" Spike commented happily.

Twilight Sparkle nodded in agreement, "I wish I could see it with my own eyes."

Lance Justicestrike sighed, "Yeah. I'd never did get the chance to see it."

"And you both do now," Shadow Dragon said proudly. He turned to Nyx, "With me and my training, you will be great with Dragoking."

Everyone gasped and awed in amazement and surprise, but Twilight Sparkle yelped in concern and realization about Nyx riding Dragoking.

And just before Nyx could say anything, Twilight Sparkle protested, "Hold it, mister. This is cart, no monster riding. So, it's prohibited!"

Shadow Dragon looked surprise, "Wait! Did you just make it up of that? I don't remember about that part of rule."

"Well, No! The Applewood Derby didn't say much about it. But I'm certain that it doesn't need monsters since it's all about cart only."

"Aw, come on, Twi. It wouldn't hurt just to let Nyx ride Dragoking for fun. After all, she and him bonded well."

"Just because that pet of yours is good friend with Nyx, doesn't mean makes him good ride in derby! And the rule is simple! Must. Have. A. Cart. Do you understand it?"

"First of all, he's not a pet! He's my best friend and family! Never ever treat him as a pet!"

"Well, sorry for that insults! And I really am! But we can't let Dragoking be part of this. It's not Beasts Ride now."

"Why are you so-!" Shadow Dragon paused as he realized of what's going on, "I get it. You don't trust him in race, don't you?!"

Twilight Sparkle yelped, "No! Maybe. A little!" She shook her head hard before shown her firm face, "But the point is that Nyx needs a cart!"

"No. She can use Dragoking as her ride! It's a good experience for her to be a rider."

"Cart!"

"Rider!"

"Cart!"

"Rider!"

"I SAY SHE'LL DRIVE CART!"

"AND I SAID DRAGOKING IS PERFECT RIDE FOR HER!"

"I have the idea," Nyx said calmly. Everyone looked at her. She sighed calmly, "I was thinking that I could combine both as one, so I can ride both Dragoking and a cart together. Plus, I wanna win three prizes - creativity, traditional and fastest."

Everyone looked at her oddly and surprisingly. They then laughed in amusement. This annoyed and angered her a lot as she gave her angry cute face while groaned loudly. Everyone stop while looking at her in concern.

"You're serious?" Shadow Dragon asked.

Twilight Sparkle hissed, "I don't know, Nyx. Maybe we should try-!"

"Please! Can't you at least try mine?" Nyx pleaded while showing her pouty dog's eyes, "It's my idea. I want to win three trophies."

As everyone was in shock and surprise, Spike asked, "Is that even possible?"

"Good question..." Lance Justicestrike said in agreement.

Twilight Sparkle and Shadow Dragon looked at each other for the moment while thinking. They both sighed as they still unsure of Nyx's creativity idea.

"We'll think about it, Nyx," Shadow Dragon said uneasily.

Twilight Sparkle nodded uneasily, "Yes. We'll make a decision by tomorrow morning. But we'll bring all the tools and gears, just in case if we want to start working."

Nyx sighed in relief, "Thanks. Now I've gotta make my own creation ready for Dragoking. I'm gonna stick with him for some ideas. See you tomorrow morning."

Nyx trotted and exited the library while humming happily of 'Helping Twilight Win the Crown'. With her gone, everyone sighed in defeat and concern while having sweat drops on their heads. They all come up with one conclusion.

"I don't think that's a very good idea."

---

Scootaloo went to Rainbow Dash's home. The young Pegasus told her idol about it. Not only her was excited, so as the Rainbow Maned Pony too.

"Are you kidding?!" Rainbow Dash asked happily, "Of course I'll help with the Applewood Derby! I want you to have as much fun as I did when I was a filly!"

"Wait, Cloudsdale has a derby too?" Scootaloo asked in surprise.

"Sure! Practically every town in Equestria has one!" Rainbow Dash answered proudly. She then sighed happily in recalling her memory of driving her cart from Cloudsdale, "I still remember racing my cloud cart..."

Scootaloo smirked, "And lemme guess. You won fastest cart."

"Heh, obviously!"

"So what do you say? Will you help me make my race cart?"

"Help you? I'm all over it! I've got tons of ideas."

"Don't worry, I've got a lot of ideas of my own." Scootaloo said confidently. She then saw Rainbow Dash brought her chest out as she began thoroughly searching within it. She was confused as she asked, "What are you looking for?"

"The blueprint for my derby cart, of course!" Rainbow Dash answered happily as she turned to Scootaloo, "I'll have to change it a little, 'cause this race is on roads, not on clouds. But trust me, your cart is gonna be amazing!"

Rainbow Dash returned to her search through the chest.

"Um, okay, Rainbow Dash, thanks!" Scootaloo answered in relief as she turned and headed to the door, "How awesome is this? With Dash on my team, how could anything go wrong?"

---

Jade Adventure returned to her home as she explained to them about joining her friends in Applewood Derby. They were surprised and shocked by it.

"Wow. I am honored to help you out, Jade," Dragon Kick said calmly and happily, "You'll have my support and help to it."

Mighty Heart nodded, "Me too."

"Count me as well," Mystic Tao said calmly, "I'd be honor to support you and Nyx."

Jade Adventure smiled, "Thanks! This is one family I loved the most. And I have a good idea - I wanna make the best and fastest cart in the world to win the race!" She stopped while looking at her family. She knew one thing in their mind especially her uncle. She sighed, "I know what you're gonna say. Too dangerous."

"Actually, I like it," Dragon Kick supported.

Everyone looked surprise and shock of what Dragon Kick has said.

"Seriously?" Jade Adventure asked hopefully. Dragon Kick nodded. She was about to cheer but stopped as she has suspicious on her uncle's agreement. She hummed, "You'd never agree with me or even let me do dangerous stuffs, unless you have something in your mind."

"That's crazy, Jade. You're crazy," Dragon Kick exclaimed frantically. Unfortunately, they all glared at him. He groaned in defeat, "Alright. I agree to it because I want to beat Dragon Hope in the race. I want to win it."

Everyone was stun and surprise by Dragon Kick's desire.

"Seriously?" Mighty Heart asked in surprise, "I thought you're okay with him in everything, Kicker."

"Except the ride," Dragon Kick explained, "It's the only race I'd never win. I was so frustrated and angry that I didn't get the trophy. But for this one, I'm gonna make sure Jade win, no matter the cost. I promise you that."

"Wow..." Jade Adventure said in surprise. She nodded calmly, "I understand, Uncle Kicker. You can count on me. I'll win."

Dragon Kick smiled as he patted Jade Adventure's head gently, "Thanks, Jade. You're the best. I'll help you while coming up with the best idea of fastest cart."

"Uh... I already have one."

"Oh, I'm sure you have. But come on, let's get started. We need tools and materials for your cart."

Both Dragon Kick and Jade Adventure exited the shop as they headed to other place in getting and buying materials and tools. Though both Mystic Tao and Mighty Heart were relieved and happy, they were uncertain and concern with Dragon Kick's determination and assistance to Jade Adventure.

"Sensei, as much as I'm glad to see Dragon Kick to help her, I can't shake the feeling he might pressure her," Mighty Heart said in concern.

Mystic Tao nodded, "I agreed. I fear his personal rivalry against Dragon Hope may cloud his mind. It may ruined Jade's happiness."

"Why would he do this?"

"Earn my affection and proud, when I'm already proud of him if he helped and treated my son as equal and brothers. I can't believe he still held that grudge! Unbelievable!"

---

At Sweet Apple Acres, Apple Bloom informed Applejack about the event. It makes her proud and happy to hear of it.

Applejack smiled, "Well, I'm mighty flattered you wanna work with your big sis on your cart. I mean, the Applewood Derby did—"

Apple Bloom interrupted, "—start on our farm. I know."

"Well, I couldn't be more proud to help my little sister take the prize for most traditional."

"Actually, I was kinda thinking of somethin' else. Like..." Apple Bloom said, "fastest?"

Applejack scoffed, "Fastest? Apple Bloom, things aren't like they were in the old days. The fastest cart now has gotta be slick and modern and—"

Apple Bloom interrupted happily, "Exactly!"

"Not Apple at all." Applejack said dryly while glaring at Apple Bloom. She continued, "The Apples win most traditional. We have since the Derby started! Why would anypony want to win anythin' else?" Apple Bloom was about to speak but her older sister interrupted, "Now why don't you head off and get some chamomile vines, some hickory sticks, and some apple barrels, and I'll show you what an Apple family cart should look like!"

Apple Bloom smiled uneasily, "I guess I do have a family tradition to uphold..."

Apple Bloom turned and headed off in getting tools Applejack requested. Sugarcoat overheard the conversation as she arrived and have discussion with Applejack.

"You do realize that this is Apple Bloom's cart you're talking about?" Sugarcoat asked bluntly, "And therefore, shouldn't you at least respect and try her ideas?"

Applejack gave a glare at Sugarcoat, "Who gave you a job here again?" Sugarcoat was about to argue but stopped in annoyance by the reminder. She scoffed, "Mine. If I want opinion, I ask. Now go and do your job."

Sugarcoat scoffed in annoyance as she turned and walked away while muttered of why she even worked here in the first place.

---

Like others, Alyson Joy returned home and informed her older brother about it. He was happy and excited for it.

"Woohoo! That's awesome to hear!" Steel Blaze exclaimed happily, "You can count on me to help you. Got it memorized?"

Alyson Joy giggled, "Yes, Steel. I do. What kind of ideas you have for it?"

"Not much creative since I'd prefer speed to win it. But you think the idea while I help to build. Simple as that."

"Good plan."

"But we need to get all the tools and materials for your cart. Don't want it to be a blank wood to win the race."

"Of course. Let's go and get some stuffs."

---

At Carousal Boutique, Sweetie Belle informed Rarity about latest news. Like others, the white unicorn was happy and excited about it.

Rarity gasped, "The Applewood Derby?!" She excited giggling, "Of course I'll help!"

"Wow. Uh, Rarity, I didn't know you'd be this excited." Sweetie Belle remarked in surprise and shock.

"Me? Oh, why, I'm just itching to right an old wrong from long, long ago!" Rarity explained before narrating her tale of Applewood Derby, "I designed my own cart when I was just a filly, and I was positive I was going to win the prize for most creative, hooves down! But I came in second. Second!"

"You? Second in most creative? To whom?!"

"Derpy."

"Seriously? Dinky's mom won it? That's... something."

"Oh yes. I'm surprise as well, Sweetie Belle. But I learned a valuable lesson. I learned to know my audience, and the race cart audience wants big! They want bold! I will assist you!"

"Uh, Rarity," Sunny Flare called as she was helping with customers about clothes, "I need some help here. They need have some requests, regarding designing their specific fashions."

"Sorry, Sunny Flare. We're closed today," Rarity said firmly. It surprised her and others. She gave a glare to the ponies, "What are you waiting for? Chop chop! Everypony out!"

The upper class ponies grunted as they muttered and complained about Rarity's rudeness. They all exited the boutique at once. Sunny Flare closed the door as she turned to her boss.

Sunny Flare rolled her eyes in annoyance, "That was rude. Be glad there're not VIPs especially if it's my dad."

Rarity scoffed before levitating both pencil and notepad, "Never mind that, Sunny Flare. We've got work to do! This will take all of my considerable skills..." She began writing down the ideas, "...but I will fashion the biggest and boldest Derby cart to ever win the prize for most creative!"

"Actually, I was sorta thinking of something more..." Sweetie Belle said while levitating the history book, "traditional?"

Sunny Flare took the book and looked at it. She hummed, "You've gotta admit it. This one looks interesting. It's no wonder why Applewood Derby is so famous..."

"Oh!" Rarity tittered as she turned to Sweetie Belle, "Please, darling, leave tradition to the Apples. We're doing big, we're doing bold!" She hummed happily as she looked at her notepad, "Soon the prize for most creative will finally be in my hooves!"

Sweetie Belle corrected, "You mean my hooves."

Sunny Flare nodded firmly, "Gotta agree with Ms. Belle. This derby is only for kids to win, not you."

"Yes, that's what I said – my hooves." Rarity said in amusement. This annoyed both Sweetie Belle and Sunny Flare. She continued, "Darlings, I hope you're ready to get an early start tomorrow!"

Sunny Flare yelped, "She can't be serious!"

Sweetie Belle gulped, "Uh... how early?"

---

Demon Successors have ordered their Demon Minions and Engineers in building and constructing their carts, based on their designs and artworks. While their soldiers worked on construction, they have discussion and make a plan about in attacking their enemies in race.

"The plan is very simple," Dark Xing said calmly, "Not complicated and trickery enough. But this will do."

"[Drago] You're kidding?! I'm in! [Mei Kai] Very marvelous and perfect beautifully. [Gusty] Not a perfect plan, but effective. [Song Wing] I'm in too. [Quake] I accept this plan! [Voltscar] Our humiliating defeat will be avenged! [Avalanche] Play! Play! Play!"

"Good..." Dark Xing said in relief.

Dark Demon Soldier arrived as he bowed down and reported, "My princes and princesses! The preparation for cart is ready!"

"Excellent. Those fools have no idea what comes next..."

---

On the next day or early in the morning while the birds tweeted happily, seven ponies got up very earlier as they woke their younger ones up and led them to Sweet Apple Acres's backyard. Dragoking was among them as well. The rest of their relatives were still sleeping.

They all arrived at the small hill as the adult ponies can't wait to start. However, the young ones were still tired and sleepy.

Sweetie Belle yawned and groaned, "Rarity, the sun's not even up yet."

"Oh, apples, quit complainin'!" Applejack said firmly, "In my day, we were up even earlier!"

Twilight Sparkle nodded, "I'm with Applejack. Getting up early always helps us get our carts done in time. It's quite helpful."

Rainbow Dash scoffed, "Hey, I'd get up in the middle of the night if it means my cart crosses that finish line first and wins fastest!"

"And my cart wins most creative!" Rarity added.

Applejack smiled, "And my cart wins most traditional!"

"Well, my cart are going to win three of them," Twilight Sparkle said confidently. Everyone looked at her oddly. She scoffed, "Any of them will do."

"FYI, Twi. It's Dragoking gonna win the race," Shadow Dragon said proudly.

Dragon Kick scoffed while shaking his head, "I wouldn't count on that, cousin. I will be the one to win it for Jade."

"Geez. You guys are really competitive," Steel Blaze said in surprise. He smirked, "But little sister will win."

Applejack cheered, "Hoowee! It's gonna be good day!"

"You mean our carts, right?" Nyx asked uneasily.

"Yes, that's what we said, darling." Rarity said calmly. The adult ponies but Steel Blaze nodded in agreement. She smiled, "Come along now. We've got a lot of work to do."

Twilight Sparkle smiled and nodded, "I agree. We've got a long way to go. We can't fall behind now."

"And not to mention, that only one will win this," Dragon Kick exclaimed proudly, "That would be my niece."

Shadow Dragon scoffed, "Don't bet on it, cous. Mine is gonna win."

The adult ponies headed off at once, while leaving their young ones and even Steel Blaze behind.

"Okay. Did they hit their heads or something?" Alyson Joy asked in concern.

"Their carts?" Steel Blaze asked in surprise, "Okay. Something tells me that they've got no memorized about helping kids with their ideas."

"And you're okay with helping Ali?" Apple Bloom asked in surprise. Steel Blaze nodded. She sighed, "I guess ours are not like you."

Jade Adventure sighed, "Tell me about it. Uncle Kicker pressured me to be serious and focus on winning the race, but he's okay with me in building one."

Nyx nodded in agreement, "Yeah. They think 'our' carts is theirs."

Dragoking groaned, "Ego and pride goes in their heads again."

"I think they mean the team cart, right?" Sweetie Belle asked thoughtfully.

Scootaloo nodded in understanding, "Of course! I mean, they're all our older sisters. Practically. Plus, they've all done this before. I'm sure they know best. Let's just buckle down and get to work!"

"I hope so," Nyx sighed in concern, "I just hope so coz I've got a bad feeling about it."

---

While Twilight Sparkle, her friends and the foals began working on their construction of carts; both adult ponies and foals have arrived as well. They joined in the construction while chatting with each other about the carts.

However, unknown to anypony, three demons and their minions were spying on them. Both Quake and Voltscare growled and snarled a bit as they wanted to attack but stopped and held by Gusty, who shook his head firmly.

"We are here to spy. Not attack," Gusty said dryly, "If you don't obey, Xing will kill us. Understand?"

Both Voltscar and Quake groaned in annoyance, "Fine..."

"Good," Gusty said calmly, "Now let's spy on them now..."

---

In Team Twilight Booth, Twilight Sparkle and Shadow Dragon were discussing of how and what to do with Nyx's cart. Awoken from their sleep, Lance Justicestrike and Spike have arrived and joined the conversation with their family members.

Approaching and arriving at the tent, Nyx shown creativity draft and blueprint of her cart to Dragoking while discussing with Dragoking about it. The Hydragoon smiled and nodded happily as he was willing to support her. He's willing to go through with it.

Nyx smiled, "Thanks, Dragoking. Daddy was right about you. You're the best partner anypony could count on."

Dragoking smiled while nuzzled Nyx's head gently, "Happy to help, Nyx..."

"I can't wait to tell others about it," Nyx said happily. She and her partner entered the booth. She looked up and exclaimed, "Okay! Guess what plans I've got! It's-!"

Nyx was interrupted as she witnessed her parents were arguing with each other about the cart. She even saw how nervous and scared her brothers are. As she waved to her family about it, but they were too busy in argument over a cart.

"No offense, Twi." Shadow Dragon said firmly and calmly, "But this idea of yours isn't gonna work. Mine is better!"

Twilight Sparkle groaned, "Oh no! Don't you dare argue with me about this! I know what I'm doing!"

"Yeah. That's a great idea for someone who has never experienced with cart before in his life!"

"Well, guess what, genius? This is modern days, not our time! And what Nyx need is modern tools and ideas that is gonna help her win!"

"Why must you be so stubborn when we're having some discussion?!"

"Look who's talking, Mystic Warrior! You won't even listen to a reason and logic I have given especially today is modern, not your tradition! The creativity and fastest cart is the answer in helping her win the race!"

"Tradition still lives on for a long time! So, it still can be used again in modern days! And I say Nyx is gonna ride Dragoking! Traditional wins the race! And you can forget about the cart, little pussycat princess!"

Twilight Sparkle gasped before groaned in anger, "Don't you dare call me 'little pussycat', you asshole!"

Shadow Dragon gasped, "Oh, you're gonna regret for that, pussycat!"

Nyx cleared her throat, "Can I give the ideas? I do have the best one."

Shadow Dragon and Twilight Sparkle shouted, "No!"

Nyx whimpered unhappily as she was about to cry. Lance Justicestrike and Spike came to her side. Dragoking lowered his head down while close to her.

"Hey, cool off!" Lance Justicestrike exclaimed in annoyance, "That's no way to treat her for your stupid argument."

Spike nodded, "Besides, it's 'her' cart, not yours."

Dragoking nodded in agreement, "I support her and her idea."

Realized of the mistakes, Twilight Sparkle and Shadow Dragon sighed in shame as they turned to Nyx. They gently patted her mane while looked at her eyes.

"Nyx, I'm so sorry for shouting at you. I didn't mean it. I was just annoyed and frustrated with him/her," Shadow Dragon and Twilight Sparkle said firmly while glaring at each other. Knew her parents didn't mean it because of usual argument, Nyx nodded. They gave their firm looks, "But no! I'm not going through with this especially him/her!"

Nyx was so disappointed and upset by her parents' answers. Both of them glared at each other.

"You know what? Why don't I do my creativity and fastest cart while you do yours," Twilight Sparkle asked dryly.

Shadow Dragon scoffed, "Couldn't agree more, Twilight. When we're done, we let Nyx decides."

"Good!" Twilight Sparkle and Shadow Dragon said firmly.

Twilight Sparkle and Shadow Dragon departed and went separately to begin in planning and building their own ideas of cart/ride. The children and Dragoking were annoyed by it.

"Here we go again," Lance Justicestrike remarked dryly.

Spike nodded, "Tell me about it. This is so getting ridiculous."

"Aw... I'm so gonna lose this..." Nyx remarked dryly and disappointingly.

---

On Team Dash's Cart Park, Rainbow Dash was looking through her cart blueprints. Scootaloo struggled and strained in pulling the wagon of tools and materials while arriving at the place. The rainbow maned pony spotted her. She was annoyed and impatient.

"Scootaloo, where have you been?" Rainbow Dash demanded before showing blueprint to Scootaloo, "I've only got 'til noon to make the fastest cart ever!"

"Uh, about that." Scootaloo said nervously as she approached her idol, "I was really thinking of going for the most creative prize. I mean, I know all about speed already, so..."

"Exactly!" Rainbow Dash interrupted as she began sawing down on the wooden block, "It's all about speed! You've gotta get across the finish line to win a prize, so we might as well get there first, right? Hey, I left a bunch of paint cans by the road. Bring them up here, would ya? Nothing as fun as painting racing stripes on the winning cart!"

Disappointed and upset by her idol's ignorance to her ideal, Scootaloo sighed, "Right... Fun..."

---

On Mystic Booth, Dragon Kick and Jade Adventure were discussing about making the best fastest cart they had to win the race. Mystic Tao acted as their advisor while Mighty Heart prepared the drinks for them to drink.

Jade Adventure looked at her blueprint carefully, "Maybe if I add some lightning stripes and demon face to the bonnet, it will be ten times awesome!"

"Or maybe, add more lightning magic to the engine," Dragon Kick suggested calmly. Jade Adventure looked at him. He continued, "This will help you win the race."

"Uh... Kicker, isn't that extreme for me to handle?"

"Don't be silly, Jade. You can do it well. I'm confident that you'll beat everyone especially Nyx in fastest cart race."

"Uh... Sure, I guess," Jade Adventure said uneasily, "But this is just for fun, right?"

Dragon Kick smiled as he patted Jade's head very hard, "Of course, it is when you're aiming to win. That's important goal for us."

"But-!"

"No more buts. Let's focus on the plan now."

"Aiyeah! Kicker!" Mystic Tao exclaimed as he whacked on Dragon Kick's forehead, "This is Jade's cart, not yours! You must respect her! If she wants fun, she enjoys it, not to help you get your trophy!"

Dragon Kick groaned in pain, "I know what I'm doing, uncle. So, stop worrying and let us handle the project now!"

Mystic Tao groaned in annoyance about his advice being ignored again. As Dragon Kick and Jade Adventure were discussing and chatting, he turned and walked away. Mighty Heart approached his sensei before looking at Jade Adventure.

Mighty Heart sighed, "Dragon Kick is pressuring Jade than helping her. I feel helpless of not doing something for her. Why didn't I bother to ask her if she let me in?"

Mystic Tao huffed, "Even if you did, Mighty; Dragon Kick will still pressuring her. If this keeps up, the only pony he will disappoint Jade is himself. Tao doesn't like immature and half-witted ponies like my nephew! I hope my son doesn't behave like this."

"That's what worries me," Mighty Heart said in concern.

---

In Apple Booth, Applejack was still constructing the cart behind the curtains while Apple Bloom stood outside and waited patiently for her.

"Spendin' time buildin' a cart with my big sister? Why, this is just tee-riffic!" Apple Bloom said in relief and happy. Applejack emerged from the curtains. She then asked, "Um... how can I help?"

Applejack smiled, "You can feast your eyes on... this!" She opened and removed the curtain, revealing nearly complete form of cart. This disappointed Apple Bloom. She sighed, "I-I mean, it ain't quite finished yet."

"Oh, good."

"But don't it have the makin's of the best cart you ever did see?" Applejack said proudly. Noticing her little sister's upset face, she asked, "Uh... is somethin' wrong, Apple Bloom?""

Climbed on three haybales top, Apple Bloom looked at the cart, "Actually, I was kinda thinkin' of somethin' a little more modern. And less rickety. With maybe a chance of winning?"

"Bless my hooves, I thought we covered this! Tradition is all that counts!" Applejack exclaimed in anger. She then glared and demanded, "And who knows tradition better than Apples? Nopony, that's who! So are you an Apple, or are you an Apple?"

"I'm an Apple," Apple Bloom answered uneasily. She turned and looked at the cart, "but... what if I just take off this fringe?"

And as Apple Bloom climbed on the cart's trunk while trying to reach its fringe, its back broke out and dropped to the ground hard.

Applejack groaned in anger, "Why, shoot! Now I've gotta start all over from scratch, and it's almost race time!"

Apple Bloom gasped, "So, maybe we can redesign it then? Just a little."

"No time! And who'd want to redesign somethin' that's already perfect?"

"Right... Perfect..." Apple Bloom said in disappointment.

---

In Steel-Joy Booth, Steel Blaze and Alyson Joy gotten along well with each other as they've just finished building the cart. They're now looking at the armored and blazing modern racing cart with number 1 symbol on its bonnet.

"Wow. We did a pretty good work on this one, bro," Alyson Joy remarked.

Steel Blaze chuckled, "We sure did. Can't wait to start the race."

"Me too."

"So, how are the girls? Hopefully, they got what they wanted."

"Yeah, I hope so too. I hate to imagine about what happen if their relatives won't listen or do what my friends asked for."

"I know what you mean. I just hope they don't screw it badly."

"Me too..."

---

In Fashion Booth, Sweetie Belle was on her way to her older sister as she just finished sketching and designing her draft of traditional cart. Inside the big cloth, Rarity was working on the cart.

"Okay, so I sketched out some of my ideas." Sweetie Belle said happily before she levitated the fringe out, "How about a nice yellow fringe on top?"

Overheard her younger sister's proposal, Rarity laughed in amusement as she emerged out from the curtains. She looked at her younger sister and said, "The fringe is not exactly big! And that yellow is the least bold color I can imagine!"

"Well, it doesn't have to be yellow. But I really do love the old-timey style." Sweetie Belle explained gently as she shown her drawing pad to Rarity, "Like this."

Rarity looked at the designs of traditional cart Sweetie Belle designed, she was annoyed and disgusted of looking at it, "Sweetie Belle, precious face, 'old-timey' is just another word for passé. Remember, big and bold! I do have a reputation to uphold! It was one thing to lose as a filly, but can you imagine if I didn't win the most creative now? Ponies might stop buying my couture!"

"But we're supposed to be doing this together!"

"Yes, of course we are, darling. In fact, we just finished. Voila!"

Rarity pulled the cloth out. Sweetie Belle gasped in shock. Two of them were looking at the Swan-like cart.

Rarity smiled, "I know. You're speechless. Well, if that isn't big and bold, I don't know what is! Isn't it wonderful?"

Sweetie Belle sighed in disappointment, "Right... Wonderful..."

---

With Alyson Joy completed hers with Steel Blaze, Five Cutie Mark Crusaders annoying and frustrating struggled in working together with their relatives, who stubbornly refuse to listen or follow their wishes and wants for the carts.

Scootaloo tried to put a chicken's head and wings on Rainbow Dash's Lightning Racing Cart-like. Apple Bloom was determined to put a wing and even painted a blazing mark on her traditional cart. Sweetie Belle tried to use an old gear panel and a fringe on swan cart. Jade Adventure wanted to add more designs on her regular F1-like kart. Nyx was stealthily in levitating and bringing the cart on top of Dragoking's back while adding some armors to him.

However, despite their efforts, their relatives thwarted it by removing any 'unnecessary' materials on 'their' carts'. This indeed upset and angered Cutie Mark Crusaders a lot.

Unknown to the ponies, three demons were amazed and amused by their discovery. Three of them chuckled and chatted among themselves about it. They quickly abandoned their posts and returned to their main group.

Unbeknownst to them, Lance Justicestrike overheard it. They looked at each other and nodded in agreement. They need to talk some sense to their relatives now.

---

Finished making preparation of their plans, Dark Xing and her cousins stood proudly as they were looking at their demonic carts - a demonic serpent-like kart with demonic wings - Dark Xing's, blazing dragon-like F1 Racing kart - Drago's, shark-like racing car - Mei Kai's, rock version of monstrous bull-like monster truck - Quake's, thunder alligator-like tank - Voltscar's, a monstrous dragonfly themed helicopter-like - Gusty's, demonic bat themed jet-like - Song Wing and an old but broken wagon kart - Avalanche.

"Looks like we're ready, cous," Drago said calmly.

Mei Kai nodded, "Yeah. I can't wait to try."

"I can't either," Song Wing said in agreement, "My baby is gonna burnt everypony in hell!"

"Play! Play! Play! Play!" Avalanche exclaimed happily while clapping his hands, "Love racing car! Me Avalanche loved playing!"

"Yes, indeed, we are," Dark Xing said calmly. Sensing her three cousins returned, she turned to them, "Well?"

"You won't believe it," Gusty said in amusement, "The adult ponies are too stubborn and proud to follow their little ones' desire. They want one thing in mind - winning! This let their guard down temporarily!"

Voltscar nodded, "They'll be easily defeated. Those fools are truly distracted in competition."

Quake smirked, "You're truly right about this one. It's simple enough for us to finish them off."

"That's good enough," Dark Xing said in relief. She turned to her cousins, "Now, cousins, get to your karts and start your engines. This time, we will not only defeat our enemies and take revenge on Yue, but also the beginning or our conquest by burning Ponyville in hell!"

"YEAH!" Demon Successors cheered wildly and loudly.

Eight of them headed off and gotten into their karts. They started their engines and headed off to begin their plans...

---

Most of the ponies have finished the construction and designs of their karts especially Twilight Sparkle and her friends. However, five young Cutie Mark Crusaders weren't happy and satisfied with their carts especially their relatives' stubbornness and pride of theirs.

Twilight Sparkle and her friends pushed the carts out. They were about to move out but stopped by Lance Justicestrike.

"We need to talk. Seriously," Lance Justicestrike said firmly. Everyone sighed as they nodded in agreement. They listened to him. He continued, "What are you trying to do, guys?"

"What does it looks like?!" Everyone demanded, "Helping her to win the race!"

"Seriously?" Lance Justicestrike demanded, "Is this what you call 'helping'? This is more like you want to win than helping. No offense, but you guys are so seriously selfish! You're not even tryimh to help them!"

"Selfish?! Us?!" Everyone demanded in anger, "We are not! We're doing this for her! That's crazy, you're crazy!"

Lance Justicestrike groaned in defeat, "You know what? Forget it!" He turned and walked away, "I've seen this before. And you're gonna be big losers, not the girls. I promise you for that!"

---

Cutie Mark Crusaders were gathered on the small hill as they have some discussion about it. Lance Justicestrike told them about what happen. They were all upset and disappointed.

"Sorry, girls. I did my best." Lance Justicestrike apologized. He sighed while smiling sadly, "Just do your best. Everything will be fine. I hope."

Lance Justicestrike left and regrouped with others. Cutie Mark Crusaders sighed in disappointment and upset about it as they turned and looked at their relatives' cart booths.

Sweetie Belle sighed in upset as she looked at Rarity wiping on her swan cart, "Rarity's definitely made the biggest, boldest cart anypony's ever seen."

"Wow. Well, Applejack's built somethin' so traditional," Apple Bloom said in disappointment. She looked at Applejack cleaning the traditional cart's wheels, "it's practically an antique."

Scootaloo sighed in disappointment as she looked at Rainbow Dash wiping clean on her lightning speed cart, "No matter what I say, there's no talking Rainbow Dash out of making the fastest cart in Equestria."

"Can't be worse than my Uncle Kicker." Jade Adventure said in upset as she looked at Dragon Kick's checking on the F1 Kart's engines. She sighed in annoyance, "He was so obsessed in winning this especially beating Uncle S.D. He's out of control!"

"You don't know the half of it. My parents have been arguing over this." Nyx said in anger as she turned and looked at both Twilight Sparkle and Shadow Dragon separately checking and cleaning black modern moonlight-themed cart and Dragoking. She continued, "And the worse is they do it separately for their own cart. They won't work together. I don't know what's the worse - my parents' argument or their creative ideas!"

Nyx groaned before dropped and landed on the ground hard, "This is ridiculous!"

"Man. This is so not good." Alyson Joy said in concern, "I hate to imagine that Applewood Derby Race is gonna turned into some kind of Fast and Furious Race."

Sweetie Belle nodded in concern, "Doesn't look like any of us ended up with what we wanted."

"Except me," Alyson Joy said calmly, "Me and Steel got along well."

"Good for you..." Nyx groaned in annoyance.

Apple Bloom helped Nyx up while patted her gently, "But... I'm sure our families know what they're doin'. Right?"

Scootaloo and Sweetie Belle hummed, "Right..."

"And even if our carts aren't exactly what we had in mind," Apple Bloom said calmly, "it'll still be fun to drive them to the finish line."

"Yeah. I suppose you're right, Apple Bloom. Even if my parents don't work together," Nyx said thoughtfully, "I can use Clone Spell for me to try both her cart and his ride. It'll be two times more fun than one!"

"Yeah! The race is the best part!" Jade Adventure exclaimed happily.

Alyson Joy nodded in agreement, "Definitely! CMCs behind the wheels!"

Cutie Mark Crusaders cheered wildly and happily as they all can't wait to try and drive on the carts. They're gonna enjoy the race!

Cheerilee's Voice through P.A. Loudspeaker called, "Derby racers to the starting line! Derby racers to the starting line!"

"What are we waiting for? Let's do this!" Jade Adventrue exclaimed proudly.

As the Cutie Mark Crusaders headed straight to the starting line, they stopped upon looking at their relatives are driving the carts except for Steel Blaze, who was pushing and moving the cart.

Pushing the cart, Steel Blaze waved to Alyson Joy, "I'll meet you at the starting line. Race for us, kiddo!"

"The race is about to start, Scootaloo!" Rainbow Dash called while driving her cart, "You better shake a leg if you wanna ride in the winning cart!"

Riding her cart, Rarity nodded happily, "You, too, Sweetie Belle. There's only one seat left aboard this creative masterpiece, and it's just for you. Woo-hoo!"

"Jade, hurry! If you want to win this, get in now. This is your chance," Dragon Kick called while driving the cart happily.

Driving the cart out, Twilight Sparkle called while waved to Nyx, "Oh, Nyx! Get in my cart! Let's show Ponyville and your dad that modern cart done by yours truly is better than his!"

"Hey, watch it, pussycat princess!" Shadow Dragon exclaimed in annoyance as he was riding armored Dragoking to the starting line, "Wait till you see how we handle the race. Dragoking is gonna wipe that smirk of yours. I promise you of that one!"

"Whoa, ponies! Wait for me!" Applejack called as she was driving her traditional cart, "This traditional cart handles at the exact perfect pace – slow! And I got the passenger seat all warmed up for ya, Apple Bloom!"

"Passenger seat?!" Cutie Mark Crusaders sans Alyson Joy exclaimed in shock and upset.

Nevertheless, everyone in their carts have been gathered at the starting line. All of them were ready to drive. Cutie Mark Crusaders were in shock and disappointed of what they just saw and heard.

"I don't believe it," Alyson Joy said in shock, "They can't be serious."

Nyx grunted in anger, "It is. They're the only older ponies driving!"

Jade Adventure nodded, "Yeah! I can't believe it. They did it again!"

"First they built the carts, now they're gonna drive them?!" Sweetie Belle demanded in anger.

Apple Bloom groaned, "I know they were all excited to help, but I don't think they're really helping anymore."

Scootaloo hissed, "Believe me. I really hate it." She sighed in defeat, "But now, we don't have a choice. We better hurry if we wanna be a part of this race at all!"

The Cutie Mark Crusaders headed off and meet up with the older ponies.

Dressed in her cheerleader's suit, Cheerilee was in-charge of announcing and giving a start for racing especially she enjoyed doing cheer-leading. She was happy in seeing both older and younger ponies were involved of it. She then noticed a familiar group of six older ponies, who weren't following the Applewood Derby's rules, seating on carts' driving seats.

Surprised and shocked, Cheerilee approached five older ponies and asked, "Um, aren't you all missing somepony?"

Applejack smiled, "They'll be along."

Cutie Mark Crusaders have arrived to their carts. They got into theirs as they buckled up with seat belts. Nyx duplicated herself into two. One took her mother's cart while another was on her father's ride. While Cutie Mark Crusaders sat on passenger seats, Alyson Joy was on driver's seat and her older brother sat behind.

"And, uh," Cheerilee looked uneasy and concern as she whispered, "usually the younger ponies drive the carts, especially yours, your highness. No offense." She turned and looked at Dragoking. She gulped, "And not to mention, why is Dragoking here? He's not a... cart."

Rarity chuckled, "Darling, do these look like usual carts to you?"

"And for your info, Cheerilee," Shadow Dragon said calmly and proudly, "Riding the beasts and monsters are considered traditional before the cart was even made."

Twilight Sparkle smiled, "Don't worry, Cheerilee. We know what we're doing. Winning for our fillies. That's all. They'll be thankful of this."

"If you say so," Cheerilee said dryly while rolled her eyes in annoyance. She muttered, "At least, Steel gets the right idea." She returned to her position as she blew a fanfare. The racers started off their engines as they all ready to race. She cried, "Racers! On your marks, get set, go!"

With the signal has been given, the racers drove off in high speed. Most ponies cheered wildly and happily as they enjoying the race. Cutie Mark Crusaders screamed in frustration and anger as they have to go through it while not able to race themselves. Their relatives weren't bothered by their reaction and frustration as they enjoyed racing. The audience cheered and sang happily for both racers and Derby Race.

Rainbow Dash sped up her cart as she was taking the lead. Rarity pulled and pushed the gears up and down in showing off her swan cart's appearance and ability. Applejack's traditional cart was very slow in driving as she was the last one. Twilight Sparkle and Shadow Dragon were glaring at each other as they determined to prove which era has more advantages - modern or ancient. Dragon Kick screamed wildly as he sped up the cart in catching up with others while trying to beat his younger cousin. Both Alyson Joy and Steel Blaze were cooperative in teamwork of driving, but unable to drive properly due to some crazy rivalry.

Steel Blaze groaned in annoyance, "Okay, this is seriously out of control. Don't they get the memorized about the race?" He yelped upon feeling the cart being rammed from behind. He groaned, "Okay, this is way crazily than mine and Red's!"

"Ugh! I wish they stop doing this!" Alyson Joy screamed in anger.

Among the audience; Lance Justicestrike, Spike, Mystic Tao and Mighty Heart noticed odd on the race. They became concern and uneasy about it.

Lance Justicestrike groaned, "I knew this is gonna be the problem."

"Aieyah! This is getting out of control!" Mystic Tao groaned in anger before screamed, "When this race is over, I'm gonna give those two piece of my mind!"

Mighty Heart sighed, "Poor Jade. Poor others. They'd never gonna have their fun now."

Spike groaned in disappointment, "I wish they opened their eyes and realized of what they're doing."

BOOM! Everyone gasped and yelped in concern. They turned to the starting line as they found a group of familiar demons and their minions, driving and riding their carts. They yelped and screamed in fear and shock of what they're looking at.

"Guess who?!" Drago demanded wildly.

Mei Kai chuckled, Your terribly demon neighborhood - Demon Successors!"

Dark Xing snarled, "Tear this place down! Bring Yue to me at any cost!"

With Dark Xing's loud screeches, her relatives and minions roared and cheered wildly. The Demons began terrorizing ponies and even wrecking havoc on the town. Lance Justicestrike and his relatives quickly dodged and avoided the attacks.

"Aieyah! Not now!" Mystic Tao exclaimed in shock before groaned in anger, "Can't I at least take one good break that doesn't involved Demons destroying anything?!"

"Apparently not, sensei," Mighty Heart said in concern, "We must help them!"

Lance Justicestrike nodded, "Good idea. I'll contact others. We need them!"

"Yeah! We need to tell others about it," Spike exclaimed in concern, "There's no way they can fight and drive the cart at the same time."

And just before Lance Justicestrike and Spike could do anything, Mystic Tao pulled and held their mane and spikes tight. He exclaimed, "We will. But Tao needs some specific ingredients!"

"You're kidding me!" Lance Justicestrike and Spike asked in annoyance, "They need us!"

Mystic Tao whacked both of his grandsons' heads, "How can we help them if Mystic Tao can't perform magic ritual spells without ingredients?!"

Mighty Heart nodded in understanding, "He does have the point."

"Oh..." Lance Justicestrike and Spike nodded in understanding.

Heard the commotion, the racers including Cutie Mark Crusaders turned to their back and found the what cause the troubles. The racers gasped in shock and fear.

"Are you kidding me?!" Apple Bloom asked in shock.

Sweetie Belle gulped in fear, "Tell me this is not happening!"

"I don't know what I hate the most," Scootaloo complained, "the demons or the carts our sisters have make!"

Both Nyx Clones screamed in anger, "Either way. This is the worst Applewood Derby Race I ever had! I wish I'd never ask for this again!"

Twilight Sparkle hissed, "Everyone, watch yourselves!"

Shadow Dragon nodded in agreement, "Here they come!"

The racers screamed in fear as they sped up their carts while driving away from Demons. Demon Successors gave chase on the racers while minions were attacking and terrorizing the ponies, along with destroying the town and race.

Close to her target or targets, Dark Xing fired her Dark Balls and even her Serpent Cart's venom spits on them both. Both Twilight Sparkle and Shadow Dragon transports dodged and avoided the attacks. Both Nyx Clones fired Unicorn Bursts at the Demon Successor of Moon, who dodged and avoided the blasts.

"You can't keep up with this!" Dark Xing exclaimed darkly, "Give it up, Yue!"

Nyx Clones glared and made funny faces at Dark Xing, "Make me!"

"Shadow Dragon, as much as I want to show off about my modern cart," Twilight Sparkle sighed in defeat, "We need to work together now!"

Stubborn and proud of wanted to beat his girlfriend in race, Shadow Dragon sighed in defeat in putting them aside, "Alright. You'd better get on Dragoking now!"

Twilight Sparkle nodded as she levitated and landed her cart on Dragoking's back. Nyx Clones reunited into one. Both Alicorns armed with their glowing horns while aiming at Dark Xing.

Shadow Dragon took a glance "I'll ride, you two shoot!"

"On it!" Twilight Sparkle and Nyx exclaimed, "Eat this, bitch!"

Twilight Sparkle and Nyx fired their Rainbow Friendship Beams on knocking hard at Dark Xing's cart. They then fired Unicorn Bursts on her, who quickly dodged while firing her Dark Balls and Gravity Beam Blasts at them. Dodging the attacks, Shadow Dragon rode Dragoking by twisting to left or right. Any enemy troops come near to him, Shadow Dragon punched and kicked them off while Dragoking stomped, rammed and knocked them aside hard. Sometimes, Dragoking grew two heads in turning back while firing their Mystic Dragon Flames and Electrical Thunder Surge in knocking Dark Xing's attacks and her minions.

Jade Adventure was driving her cart. Dragon Kick was defending her by punching and kicking them off through his martial skills and objects via a pole, heavy hay bale and even the cart's wing. Both of them come across both Voltscar and Drago. As Drago got off from his cart and gotten over to Jade Adventure's, his minion took over the drive.

"You're kidding me?!" Jade Adventure asked in shock. Voltscar fired his Demon Lightning on her cart, causing hers shook a bit. She groaned as she twisted the turn while knocking Demon Successor of Thunder hard aside. She shouted, "Back off! I'm driving here!"

Voltscar rebuffed, "You'll pay for that! Feel my thunder!"

Both Jade Adventure and Voltscar knocked and rammed at each other fiercely and wildly. Dragon Kick and Drago were standing still while glaring at each other. They both attacked at each other swiftly and hard while dodging the attacks for few times, though they almost lose their balance and fell off the cart. Nevertheless, they regained it while facing at each other off.

"You know this is a very bad idea for us to fight on the caring cart?" Dragon Kick asked in concern.

Drago smirked, "This what makes things interesting especially I can kill my father's archrival!"

Dragon Kick groaned, "Why do I bother to ask?"

Dragon Kick and Drago continued fighting with each other fiercely and swiftly.

Rainbow Dash was speeding her cart up as she was determined and distracted in winning the race, but unfortunately, both Song Wing and Gusty were gaining on them. They both rammed, damaged and scratched the Team Dash Cart.

"Hey! Watch the paint!" Rainbow Dash exclaimed in anger. She yelped in surprise, upon feeling a powerful gust in pushing her cart off. She groaned, "That's it! You asked for it!"

Scootaloo hissed, "Be careful, Dash!"

Rainbow Dash twisted the turn on her cart in knocking and pushing both Song Wing's and Gusty's hard. This annoyed Song Wing and Gusty.

"That's it! She asked for this!" Song Wing exclaimed in anger.

Gusty nodded, "That makes two of us! Let's show her why you should never play with Sky and Wind Demons. Stupid pony!"

Gusty and Song Wing screeched in anger as they rammed on Rainbow Dash with their carts. Rainbow Dash fought them back with ramming and knocking hard. Scootaloo used her stick in whacking on both demons very hard.

Team Rarity was driving her cart slowly as both Mei Kai and Quake have came close to them now. The Earth Demon punched the cart to Water Demon, who sprayed Water Gun Blast on theirs back to him. They both did the routine for few times. This annoyed both unicorns.

Quake chuckled in amusement, "I love this game!"

Mei Kai smirked, "So do I! These pigs are easy to deal with!"

"PIGS?!" Rarity demanded in anger as her face turned to reddish. She groaned in anger, "You will be sorry for this! No one especially demons like you brutes will get away for ruining me and insulting both of us!"

Sweetie Belle nodded, "Yeah! Show them now!"

Rarity smirked as she activated the swan cart in flapping and knocking both Demon Successors. Sweetie Belle made some funny faces at them. This caused them to retaliate and attacked them back fiercely before the unicorns used the same tactics on them.

Team Apples were trying to drive as fast as they can. Avalanche was chasing after them with his slow wagon. They both driving very slow. Too slow...

"Come back! Me wanna play!" Avalanche whined unhappily, "Me wanna play!"

Apple Bloom sighed, "I don't know if I should be happy or angry about using this cart!"

"Well, at least, he's got some useless cart. There's no way he can catch us up!" Applejack said in relief. Suddenly, a loud roar was sounded. The Apples turned and found Avalanche jumped off the cart. He charged at them. She yelped, "Not good!"

Just before they could do anything, Avalanche grabbed the cart by his bare hands. Both Applejack and Apple Bloom moved to the back as they used wooden sticks in whacking on his bare hands and face for few times. Didn't feel pain, Avalanche was ticklish by the attempts. Team Steel charged and knocked the Mountain Demon's legs, causing him to drop Team Apple's cart down hard. Both carts headed off at once before they get devoured.

As the racers and audience struggled in dealing, Mystic Tao and his have readied their magic spells - Mystic Tao was chanting while levitating five cards up, Mighty Heart was stirring the pot of greenish water and both Lance Justicestrike and Spike were shaking ringing their bells and dancing around harmonically.

Mystic Tao and his team chanted familiar words, "Yu Mo Gwai Gwaai Fai Di Zao! Yu Mo Gwai Gwaai Fai Di Zao! Yu Mo Gwai Gwaai Fai Di Zao! Yu Mo Gwai Gwaai Fai Di Zao! Yu Mo Gwai Gwaai Fai Di Zao!"

The pot's water glowed in yellowish aura. Mystic Tao's five cards form a rotated round-shape while Lance Justicestrike and Spike continued swinging the bells very hard. The yellowish aura emerged from the pot as it entered both bells and five cards. The team aimed their tools at the front as the racers and demons were close to the finishing line.

"Five... Four... Three... Two... One..." Mystic Tao said firmly and calmly, "Fire Heavenly Golden Sovereign Beast's Rage!"

As both bells and cards brightly, they fired out in unleashing a spiritual winged dragon-like. It charged straight at the demons in blasting, knocking and injuring them off hard especially damaging the carts. Demon Successors were badly wounded while most of their minions were killed, unconscious and injured.

Song Wing hissed, "This does not bold well."

"Ow..." Avalanche, Quake and Voltscar groaned in pain, "Tell me about it.

Drago groaned in pain, "Damn it. I hate it when he does that!"

Mei Kai nodded in agreement, "There's no way we're powerful enough to defeat him now! We must retreat while we still can."

"Yes. We're outnumbered now!" Gusty exclaimed in concern.

Dark Xing groaned in anger, "We will return! Mark our words!"

Dark Xing's eyes glowed in red as she unleashed the puff of dark smokes. She, her relatives and her minions disappeared from everyone's sights now...

Though their enemies were defeated, the Applewood Derby Race was a mess especially some racers were injured while most of the carts were damaged and destroyed.

"Oh no! My cart! It's ruined!" Twilight Sparkle exclaimed in shock, "How could this have happen?!"

Dragoking groaned in pain while looking dizzy. Shadow Dragon was checking and healing his partner's injuries and legs, "Hang on, buddy! I'm here! You'll be alright!"

Rarity gasped as she looked at the ruined form of swan cart, "Oh! My beautiful swan cart is an ugly duckling!"

"And my old-time cart is a rootin' tootin' wreck!" Applejack exclaimed in shock as she looked at the wreckage form of traditional cart.

Seeing his cart's engines being fried, Dragon Kick screamed in anger, "Noooooooooo! So close! So close!"

"It still counts as a win-" Rainbow Dash strained and groaned as she struggled pushing her broken cart to the finishing line, "-if I push my cart across, right?"

Steel Blaze groaned in pain, "Seriously?! That's what you're worried? Someone forgot about got it memorized..."

Unharmed and survived from the battles, five Cutie Mark Crusaders were at the finishing line. They were glaring at their relatives. The young ones put up with the older ponies about ignoring their ideas, driving the carts and dealing with demons but ruining the race and treating the carts as theirs. Cutie Mark Crusaders had enough of it.

"They're not your carts!" Cutie Mark Crusaders shouted in anger.

Heard of the shouts, everyone including Twilight Sparkle and her friends turned to Cutie Mark Crusaders. The young ones began complain about what wrong had their relatives done from yesterday till today!

"We were supposed to design them!" Apple Bloom exclaimed in anger.

"We were supposed to work on them together!" Nyx added in.

Scootaloo joined in, "And we were supposed to drive them!"

"One more thing!" Jade Adventure also joined in, "We were all supposed to enjoy them!"

Sweetie Belle nodded in agreement, "The Derby was supposed to be for us, not the three of you! Now you've ruined it for everypony!"

Twilight Sparkle and her friends turned to their back as they found the race and carts were a mess especially everyone was glaring at them.

"Oh boy..." Twilight Sparkle said uneasily, "What have we done?"

Shadow Dragon nodded in shame, "Yeah. This is terrible..."

"Yes. Very bad day for us and the Derby," Dragon Kick said in shame.

Rarity hissed in shame, "I suppose we might have gotten a teensy bit carried away..."

Applejack turned to her sister and friends, "But I thought you all wanted our help."

"We did! We wanted your help to build our carts." Apple Bloom exclaimed in upset, "But we all ended up with carts that are what each of you wanted!"

"Yeah! We have to put it up with this because we care and love you!" Nyx added, "We don't want to hurt your feelings because of our frustration about it!" She turned and glared at Twilight Sparkle and Shadow Dragon, "And there's one thing I can't stand the most is you two keep arguing and won't work together! I hate it!"

"And not to mention, you guys pressured us a lot and ruined our fun," Jade Adventure exclaimed in anger as she turned to Dragon Kick, "Especially you, Kicker! I hate it when you preferred win so much. And what happen to 'The Greatest Victory is a Battle not Fought'?! You always say that to me dozen times! I didn't forget it. You did!"

Scootaloo and Sweetie Belle nodded in agreement.

"But why didn't you say anything?" Rainbow Dash demanded in shock.

Six ponies got whacked by heads. They all screamed in pain while rubbed on theirs gently. They turned and looked at angry Mystic Tao.

"Did you not listen?!" Mystic Tao demanded in anger, "They did tell you! You ignored them! You turned your ears to deaf!"

Lance Justicestrike nodded in agreement, "I told you so."

Spike sighed, "This could have been avoided if you all listened to us and CMCs in the first place. And so, you get blamed for this again!"

"But for those guys coming out of nowhere. It's not your fault for once." Mighty Heart added in.

Steel Blaze nodded, "But you're too stubborn to listen to them."

Twilight Sparkle and her friends felt ashamed and guilty about it. They turned and looked at the younger ones.

"We've asked you because you've all done the race before." Scootaloo explained, "I just figured you knew best!"

Sweetie Belle sighed, "Plus it's hard to speak up to older ponies."

"But what's the worse is no one listens to what the kids like us want," Alyson said in disappointment. She sighed, "I'm just glad Steel isn't like that."

"Oh, I certainly understand that." Rarity said calmly, "But you mustn't think older ponies automatically know best."

Twilight Sparkle nodded, "Rarity's right. Not even me, because I'd never experience it before in my life, even though I read books."

"And of course, sometimes experience riders like me and Kicker aren't familiar with modern days' carts too," Shadow Dragon said in shame and embarrassed.

Dragon Kicker sighed, "He means to say we're wrong for not doing your way, instead of ours."

"And we probably could have done a better job of listening to you." Rainbow Dash added.

Applejack sighed, "I guess we owe all five of you an apology."

"I hope we can make it up to you," Twilight Sparkle said gently as she hugged Nyx.

"Well, we forgive you guys," Nyx said gently before giving a brief hug to her mother. As she departed, she looked at the front, "but I'm not sure if the other racers will."

Twilight Sparkle and her friends turned and looked at angry glimpse from ponies before turned to the front as Cheerilee approached them.

Twilight Sparkle nervously laughed, "Um, how do you feel about a do-over?"

Her friends nodded in agreement about her proposal.

"Plus, we need to fix this mess too," Shadow Dragon added in.

"I think that's a wonderful idea!" Cheerilee supported before giving firm angry face at the older ponies, "But maybe the older ponies should sit this one out." The ponies nodded in agreement. She turned to Applejack, "And I have a favor to ask you to do something for me, Applejack."

Applejack smiled, "Sure anything."

---

Lance Justicestrike and his relatives helped Cheerilee in cleaning messes and fixed the race. Older ponies helped younger ponies in redoing and reworking on their carts.

Steel Blaze and Alyson Joy rebuilt their blazing armored cart. Rainbow Dash helped Scootaloo in creating her creative cart - a hawk-like cart. Applejack and Apple Bloom built a racing speed cart - apple-theme speed cart. Rarity and Sweetie Belle make a green colored traditional cart with yellow fringe. Dragon Kick helped Jade Adventure in making a better F1 Cart-like, without super speed engine. And finally Twilight Sparkle and her family make Nyx's dream come true - an armored Dragoking with a moonlight themed cart on his back and a plank with four wheels for his bottom.

The ponies are ready for the race especially it is fixed now. Six Cutie Mark Crusaders were on their wheels. And just before they could go, they turned to their relatives and thanked them.

"Thanks, everypony." Nyx thanked happily, "We couldn't have done it without you."

Her friends nodded in agreement as they drove their carts off. Twilight Sparkle and her friends watched them off now.

Twilight Sparkle sighed, "I sure am glad Miss Cheerilee agreed to run the race over again."

"Glad we finally agree on something," Shadow Dragon said calmly. Everyone looked at him. He smiled, "These kids really know what they wanted."

"I'll say." Twilight Sparkle nodded as she turned to Applejack, "So, Applejack. What did Cheerilee wants from you?"

Applejack smiled slyly as she knew what Cheerilee wanted, specifically someone she had in mind...

---

"Well, it isn't every year I get to say this twice, but..." Cheerilee said calmly, "Derby racers to the starting line! Derby racers to the starting line!"

The young racers have their carts on position at the staring lines. They all are ready.

"Racers! On your marks, get set..." Cheerilee said calmly before shouted, "Go!"

With her signal given, the racers drove their carts out through the race now. Everyone cheered wildly and happily for it especially Dragoking roared excitedly about the race. Cheerilee turned to a familiar friend.

"Ready, Big Mac?" Cheerilee asked.

Big McIntosh blushed a bit, "Eeyup. Loving singing, especially with you."

not just two of them, but everypony joined the fun of singing as well. The racers continued driving and racing through Derby Race.

Everyone: Giddyup, derby racers
Giddyup, derby racers
Giddyup, derby racers
Go, go, go!

Twilight Sparkle sighed in relief, "Glad that everything is alright."

"Yeah. But we agree one thing for sure," Shadow Dragon said calmly, "Try listen to kids for once, and never do something stupid again."

"Agreed," Everyone agreed happily.

Mystic Tao sighed, "Thank goodness. Now. Let us enjoy the view of our children. The racing has just started..."

Twilight Sparkle and her friends sat down on the small hill as they watched the race. Cutie Mark Crusaders and other racers were enjoying racing the carts. Everything is great for them...

END...

Review and Suggest...

Main Casts:
Michelle Creber: Apple Bloom
Claire Corlett: Sweetie Belle
Madeleine Peters: Scootaloo
Kira Tozer: Nyx Midnight
Stacey Chan: Jade Adventure
Tara Strong: Twilight Sparkle
Matt Lanter: Shadow Dragon
Ashleigh Ball: Applejack, Rainbow Dash
Tabitha St. Germain: Rarity
Jackie Chan: Dragon 'Kicker' Kick
Vanessa Marshall: Dark Xing

Minor Casts:
Nicole Oliver: Cheerilee
Alyson Stoner: Alyson Joy
Quinton Flynn: Steel Blaze
Jesse McCartney: Lance Justicestrike
Cathy Weseluck: Spike
Sab Shimono: Mystic Tao
Noah Nelson: Mighty Heart
Dee Bradley Baker: Dragoking, Demon Soldier
Michael Rosenbaum: Drago
Hynden Walch: Mei Kai
Kevin Michael Richardson: Quake
Charlie Schlatter: Gusty
David Sobolov: Voltscar
Cree Summer: Song Wing
Jeff Bennett: Avalanche

Cameo:
Richard Ian Cox: Snails
Lee Tockar: Snips
Peter New: Big McIntosh

Author's Notes:
In original version of this episode, there was a song. But I removed it, not because of I hate it but because it was distraction during the battle between ponies and Demon Successors. Sorry about that, everyone.

Comments

[Icedragon]

Hope to know what is happening! Also is NYx and the C.M.C going to be captured

[Shadow Master]

8254446

Injured and wounded by Mystic Tao, Demon Successors are forced to retreat and recovered for another day to fight. They're not powerful and deadlier as their parents but they're smart and rebellious enough to be a threat for the ponies to deal with.