• Published 10th May 2019
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Rise of the Element Gang, Book 1: The Adventure Begins - Power of Six



Ponyville is about to get four brand new heroes. What will happen when these new heroes meet the Mane 6?

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Chapter 9: Running of the Leaves

Chapter 9: Running of the Leaves

Autumn began to set in even more, as the days passed on. The last of the green leaves finally turned as orange as the sunset, giving the trees a new kind of beauty. The warm summer breeze was steadily replaced by cold chills, the length of Celestia’s days beginning to be overtaken by Luna’s nights. Everpony knew now, winter was on the way.

Throughout it all, I didn’t really mind the cold, as I shelved the book I had been reading. Mostly because I was rarely ever out in it, spending most of my time working in the library with Twilight and Spike, or just keeping an eye on things while they were out somewhere. Currently, I was alone in the library, as the two of them had gone to Sweet Apple Acres for something.

Whenever they went out, I always volunteered myself to stay behind and watch the library. By doing this, I was both doing my job and also fulfilling the vow I’d promised to myself, to not interfere with the business of Twilight’s other friends. As I suspected, none had really come looking for me. If they did, I didn’t really hear about it.

Of course, I wasn’t completely without friends. It had been a week since I’d gone out and apologized to my welcomers and well-wishers, during which time I’d gotten along just fine with Twilight and Spike. Both were good company, Twilight giving me pleasant and intelligent conversation and Spike always keeping my spirits up. Though that doesn’t mean they’re the only ones I get along with. Yes, Twilight’s friends and I have really gotten along.

Though Rarity and I had already managed to get along due to us being cousins. Applejack, Rainbow Dash, and Fluttershy were ponies I was able to get along with, thanks to some help from Shield and the guys. To be honest, each of them almost acted exactly like each of the guys (Fluttershy having some timidity resembling my own from the past). With Pinkie Pie… Well, let’s just say that her unique behavior was something I had grown accustomed to. There’s never a time that we all didn’t just hang out. Someponies would’ve expected me to stay in the library instead of going out and spending time with friends if they saw how I acted, but the guys managed to help me change that. Speaking of change, Fluttershy’s animals had finally got comfortable with Leon, so now he had the right amount of sleep and was back to normal. But, back on topic, I would also give some time to hang out with my friends.

Though with today, I decided to stay at the library and let Twilight and Spike to go on ahead while I held down the fort. The reason for this is because I was still trying to figure out the right moment for me and the guys to thank the girls for, well you know. We already discussed on how we were gonna do it: we gather all six of them together in a secluded area, one nopony usually goes to, and then thank them for saving Equestria. We also agreed to reveal our secret to them as we already entrusted it to Fluttershy. Though she’s timid, she really knows how to stand her ground with that. Though that wasn’t the only problem we would face. We also have to explain to them that we didn’t become friends with them because they were the wielders of the Elements of Harmony. If we don’t tell them that we became friends because me and the guys wanted to, our friendship with the girls would be wrecked, kinda how we almost did with Fluttershy. So we had to make sure we set the record straight. None of us could afford to mess it up. So, by having the library to myself, I could start planning out how we’re gonna set up everything for our big thanks to the girls.

Things were quiet currently and not just because of the environment. Only a few ponies had come in looking for books, I pointing them in the right direction, but there wasn’t a lot going on. So, I was now taking the time figuring out how to set things up for the plan. I was so deep in it that I thought nothing cloud break my concentration until…

“Dusk!” Shield yelled as he suddenly slammed the door open.

“Aah!” I yelled as his sudden arrival scared me, breaking me out of my thoughts and causing me to fall backwards in the chair I was using to think.

“Dusk, where are you?” Shield said as I managed to look up and see him, Dog, and Leon walk right in to the library and start looking around for me.

“Right here.” I said as I got myself up.

“What are you doing on floor with that chair?” Leon asked me.

“I was sitting on it, trying to think when you guys came barging in and scaring the heck out of me.” I said as I dusted myself off, speaking to him and the others.

“Whoops! Sorry.” Shield said, apologizing.

“It’s okay.” I said to Shield after I was done dusting off and before I spoke to all three of them. “What are you guys doing here anyway?”

“We’re here to come get ya.” Dog said to me. “Come on!”

With that, we all went outside and it was when we went out there that I saw everypony heading encase in the direction of Applejack’s farm. They all seemed excited about something.

“Whoa! Where’s everpony going?” I asked, curious about what was happening.

“Didn’t ya hear?” Dog responded excitedly. “AJ and Dash are facin’ off against each other in an Iron Pony competition. They’re all goin’ to watch!”

“Iron Pony competition?” I said, intrigued by this. “Haven’t seen one since we moved to Ponyville.”

“Yeah and it’s between Applejack and Rainbow Dash!” Shield said, excited about it. “Is that cool or what? We came here to see if you want to come. So how about it?”

“Hmm.” I said, thinking about it before I said “That sounds like it would entertaining and it has been slow around here. So what the heck? I’ll go.”

“Then come on, y’all!” Dog said to us. “To Sweet Apple Acres!”

With that, we followed the crowd to Sweet Apple Acres, where we could see them all amassing by a set of wooden stands. From the looks of it, the entire town had turned up to watch. Even the pegasi had rested themselves atop the clouds above to get prime viewing seats.

While me, Dog, and Leon took the stands, Shield decided to take a seat among the clouds, surprising a few pegasi in the process. As we took our seats, I spotted the big scoreboard nearby. Currently, the scores were level with both ponies tying with five points apiece. Fluttershy was standing not too far off with piles of scoring cards next to her. Leon managed to see her and waved, catching her attention and causing her to give him a shy smile as she waved back at him.

The current event was a push-up faceoff with Twilight standing between the competitors, both of whom were sweating heavily from the effort. They were both at ninety and counting, both close to exhaustion. Haven’t seen anything like this since Dog and Shield’s last Iron Pony challenge back at Canterlot. I managed to hear Shield and Dog cheer out to the girls as they kept going, Shield encouraging Rainbow to win and Dog encouraging Applejack to do the same. I watched with anticipation as they reached ninety-nine. Applejack just couldn’t manage the last one. Rainbow, however, used her wings to lift herself back up, snatching victory and another point.

As everypony cheered, I couldn’t help but feel a little sorry for Applejack. Rainbow had effectively cheated in that event by using her wings. To my dismay, she continued this show of unfair play, using them to gain a little extra length in the long jump and to carry some chicks across a mud track to their mothers. As a result, the Pegasus pony gained a heavy lead.

The final straw, no pun intended, came in the tug-of-war event. Applejack almost had victory, yanking on the rope and pulling her opponent into the mud. Rainbow once again used her wings, flying above the mud pit and, by way of trickery, dropped the country pony in her place, amounting a total score of fifteen to five.

Even though Shield was okay with this as he kept cheering her on, I was a strong believer in fair play. I saw that Dog and Leon were thinking the same thing. As cool as Rainbow Dash was, she hadn’t earned this victory fairly. That was when me and the guys decided to step in and strode towards the two athletes, who were now arguing with each other.

“Ya used your wing power to help ya win over half those contests.” Applejack was saying angrily.

“Sounds like sour apples to me.” Rainbow Dash retorted.

“Are ya sayin’ ya didn’t use your wings?”

“Well, no, but you never said I couldn’t use my wings.”

“I didn’t think I needed to tell ya to play fair.”

“I still would have won even without my wings.”

“Ha! Prove it!”

“Yeah! If y’all so confident ya can win, how about ya provin’ it by facin’ AJ again without your wings!” Dog said, speakin loud enough to break them both up and turn to face him and the rest of us.

“Dog, what are you getting so upset about?” Shield said to Dog as we turned to him. “It’s over! Dash won!”

“Not fairly!” Dog said to him. “For land’s sake, she’s a pegasus!”

“Yeah, so?” Shield asked, still believing Rainbow won.

“So she haves wings! AJ’s just an Earth pony, she can’t fly! Dash used her wings in most of the competition! That’s cheatin’!” Dog said to him.

“He does have a point.” Leon said to Shield.

“Can it, Leon!” Shield harshly said to the water elemental, causing him to take a step back in shock.

“Nopony said ‘no wings allow’!” Shield said to Dog.

“Nopony thought they needed to as we all thought Dash would’ve got it by now!” Dog said.

“Why are you making such a big deal out of this? You never had a problem when we use to do it!”

“That’s ʹcause I didn’t use my magic to cheat, ya airhead!”

“What do you just call me?”

“Y’all heard what I said!”

The two of them got up in each other’s faces like Rainbow and Applejack as they growled at each with glares. I was really getting worried and didn’t like where this was going, so I decided to intervene.

“Enough!” I said as I got between them and pushed them away from each. “Break it up, you two! Let’s all just take a deep breath and settle down!”

“I’ll settle down when this bumpkin admits that Dash won fair and square!” Shield said, glaring at Dog.

“Well, there’s only one way to settle who’s right!” Dog said to Shield before speaking to me. “Dusk, y’all a fair pony. Y’all tell us what y’all saw.”

“Yeah, tell us who won.” Shield said to me.

“Well, now, if Dusk is the judge, then,” Applejack said as she trotted over to my side. “Dusk, wouldn’t ya say that Miss Flaps-A-Lot here was cheatin’ in half those events?”

“Actually, I was about to…” I said before I was interrupted by Rainbow.

“No way!” Rainbow said, putting her foreleg around my back. “My good buddy Dusk was just about to say how I won fair and square, and that I deserve my victory.”

“Well, I was gonna…” I said before I was interrupted by the two of them arguing again.

“Rainbow, ya were cheatin’ an’ you know it. I’m sure Dusk would agree.”

“Who are you to say who he agrees with?”

“Who are you to say you didn’t cheat?”

“You’re just being a sore loser!”

“You’re just bein’ a bad sport!”

“Can I please speak?” I asked, raising my voice slightly.

It appeared to be enough to break up the argument. I saw they obviously wanted to use me as an unbiased third party. I didn’t like to choose between the pony who welcomed me and the pony who thought I was cool, but it was clear where my decision lay.

“Anyway…” I cleared my throat and walked beside Applejack, “as much as I don’t like taking sides, I have to agree with Applejack.”

“Ha! Told ya!” Dog triumphantly said to Shield as he went to stand beside me.

“Seriously?” Shield said, shocked by this.

“What?” Rainbow said, looking aghast. “But, Dusk…”

“I’m sorry, Rainbow, but Applejack and Dog are right.” I said as I felt a little more confident as Applejack and Dog gave me grateful smiles. “Rainbow, you had an unfair advantage due to your ability to fly in those events. Applejack can’t fly, so she can’t match you. Again, I’m sorry to say, but…you cheated and didn’t win this fairly.”

“See, Rainbow?” Applejack said. “At least somepony here knows the meanin’ of fair play.”

“Okay, but how are we supposed to settle now which of them is better?” Shield asked, curiously.

“I got an idea.” Dog said with a smug.

“Let’s hear it, Dog, go ahead.” His fellow country pony encouraged.

“All right, how about this? Tomorrow is the Runnin’ of the Leaves. The two of ya can race each other in that. Whoever wins is the true Iron Pony.”

“Of course!” I said, realizing what he just implied. “It’s the only competition that's solely based on running! Good thinking, Dog.”

“Yeah, that’s a great idea!” Applejack said to him. “That oughta settle this once and for all…” She then turned to Rainbow as she said “and fairly.”

“Alright! You’re going down, country pony!” Rainbow declared confidently.

“Hold on! I say there ought to be one condition: the point is to run, so no wings allowed.” Applejack ruled, turning to me. “That sound good ta you?”

“It seems fair to me.” I replied.

“Ha! No wings? No problem.” Rainbow said before she and Applejack spat on each other's hooves and pressed them together in agreement, though Rainbow did blow a raspberry at Applejack. “See ya tomorrow then, when I’ll be claiming the title of Iron Pony.”

With that, she flew off back to Cloudsdale with a rush of wind.

“Don’t be too sure.” Applejack grumbled. She calmed herself then faced me and Dog with a smile. “Thanks, fellas, for sortin’ that out. See you’re more confident there, Dusk.”

“I have my moments.” I said to her, shyly.

“Hey, Dog, didn’t you say about competing in it?” Shield asked the cowpony.

“Yep!” Dog said to him. “Already signed up for it.”

“What a coincidence. So did I.” Shield said with a smug of his own. “Since Applejack and Rainbow Dash are doing it, how about we have our own little Iron Pony challenge?”

“Oh, you’re on.” Dog said before he and Shield did the same as Applejack and Rainbow only with Dog spitting on his claw and Shield spitting on the back of his hoof and shaking them in agreement.

“See ya tomorrow, country boy!” Shield said after they broke to shake, him then speeding off to practice for the Running of the Leaves.

“Well, it was good seein’ ya again, Dusk.” Dog kindly said to me. “And thanks for coming.”

“Well, thank you for inviting me.” I said to him. “It was fun.”

“Sorry I can’t chat, but we gotta clean all this up.” Dog said, referring to the course that was set up for Applejack and Rainbow Dash.

“It’s fine, I’d best be getting back to the library anyway.” I told him.

“Sure thing. See ya later, bud.” Dog said to me.

“Yeah, see you later.” I said before I turned to go, moving towards Twilight and Spike, who were waiting nearby.

“Dusk!” She approached me with a smile, Spike sitting on her back. “You managed to make it!”

“Yeah, Dog invited me, so…I thought I might as well.”

“Come on, guys!” Spike said urgently. “Let’s get going before we’re asked to help clean up."

“Spike!” Twilight shook her head. “We should be getting back anyway. Come on, Dusk.”

I fell in step next to her as we walked at a gentle pace back to the library. The two of them basically just filled me in on all the events that I’d missed out on watching, how it had been fairly even at first, though Spike had been used in a few events that left him worn out and bruised, including a bronco buck and lasso contest. I felt a little regretful that I didn’t come along sooner.

When we arrived back at the library, the conversation had turned to the Running of the Leaves, an annual tradition that occurred in Ponyville. I had to admit I was quite looking forward to it.

“It should be an interesting cultural event to observe, to say the least.” I was saying as Twilight pulled down a book and Spike hopped off her back.

“I think so too. I am here to learn, so this should be quite informative. But I don’t plan on just watching, I’m going to take part.” I now saw that the book she had got out was a sports one.

“Really? I didn’t know you did this kind of thing.” I remarked, sitting next to her.

“Well…I don’t. I’ve never run a race in my life.” Twilight admitted bashfully. “But I intend to read up on the subject, so I’ll be prepared to run tomorrow. What about you, Dusk? Are you going to take part?”

“Well…I’ve…never really thought about it. I’ve never really been one for sport.”

“Well, how about you run with me? If we’ve both never been in a race before, we should both have equal chances and be well-matched. Plus, we’ll both get a good experience out of it.”

“Er…I don’t know…”

“Come on, Dusk.” Spike encouraged. “It’ll be fun! You did say it would be interesting to watch. What could be better than taking part? And, you’ll be with Twilight, so you’ll be running with a friend.”

“Well…” I thought about it for a few minutes. They both made good cases, and if Twilight was doing it, what would my excuse be for not doing too? “Alright, I’ll run with you in the race, Twilight. Spike, what about you?”

“Sorry, it’s for ponies only.” the dragon said a little forlornly. “But don’t worry, I’ll be sure to be announcing the race like today, so I’ll give you some support.”

“I heard you today.” I informed him with a smile. “You were rather good at it. I hope you’ll be doing it again tomorrow.”

“Thanks, Dusk! I’m gonna go get some practice in!” He dashed off upstairs, announcing as he went to unseen ponies.

“Well, at least he’s enthusiastic.” Twilight giggled, offering a book on running to me. “Come on, let’s study up running.”

“Thank you.” I opened it at the first page and began to read. Suddenly, I was looking forward, and becoming more excited to the race tomorrow than I ever had before.

One thing would be sure: me and Twilight would be ready to give it our best shot.


I awoke bright and early the next morning, all the facts and tips that I’d read about running races and proper conduct in sporting events still swimming in my head. I made sure to eat a good breakfast, left my saddlebag where it was, and set off to meet Twilight and Spike.

As I had said yesterday, I wasn’t really the physical type. I had avoided sporting events whenever I could, preferring just to sit and watch or just read a book. Twilight was pretty much the same it seemed, so that was why I didn’t feel as nervous as I normally would.

Not only that, but I had discovered that, since my greatest hope to be her friend had been fulfilled, I liked spending time with the purple unicorn. At least I would remain in good company.

The two of them just stepped out of the library door as I arrived, both smiling as I caught up to them.

“Right on time as always, Dusk.” Twilight noted admirably. “Come on, we’re just setting off.”

“Right you are. Are you ready for this?”

“I certainly am. I think we’re both as ready as we can hope to be.” she said as we headed towards the starting line.

“Twilight, Dusk, hurry up!” Spike urged from her back. “We’re gonna be late for the race.”

“You ready to do some more commentating today, Spike?” I asked him.

“You bet I am!” He looked in my direction, picking up a twig from the ground. “Just listen, I’ve been practicing: Fillies and gentlecolts, welcome to the annual Running of the…”

“Welcome to the annual Running of the Leaves!” I knew that voice immediately. “This is Pinkie Pie, your official puh-ie-in-the-sky announcer.”

I looked up as we neared the starting banner and, sure enough, I saw Pinkie Pie, floating in a purple hot air balloon and announcing through a white megaphone.

“Sorry, Spike.” Twilight said. “I guess the job is already taken…”

“Where did she get that balloon?” I asked with a raised eyebrow.

“I’m not sure. You learn not to ask with Pinkie.” Twilight noted.

“Aw, man!” Spike threw aside his twig, looking forlorn. I felt a little sad for him as well. He really had his heart set on doing the commentary.

I suddenly had another idea, one that would help out my fellow assistant. I could at least try doing a favor for a friend. There looked like there would be enough room in the balloon for Spike and, if Pinkie were willing to concede…this might work. I told Twilight I would meet her at the starting line and dashed to the balloon.

“As everypony knows," Pinkie commented as he caught up, “the running is a very important tradition, for without it, the autumn leaves of Equestria would never fall. So get ready, ponies. The Running of the Leaves will begin in five minutes!”

“Pinkie! Down here!” I called out. She looked down, and beamed at me.

“Dusky Psychic Pony! It’s been ages since I saw you! How you doin’?”

“I’m very well, thank you.” I informed her. “Commenting on the race, I see.”

“Sure am! How could you tell? You really must be psychic!”

“Yes…I must be.” I disregarded that last statement, knowing there was no point in trying to correct her. “Anyway, I was wondering if you could do me a favor.”

“Sure, what is it?”

“Well…Spike was hoping to do the announcing today. He did it yesterday.” I elaborated. “And, while I’m sure you’ll do great, would you let him, perhaps…let him co-report with you?”

“Well, sure! The more the merrier!” She called through the megaphone: “Spike, come on over here!” A few minutes later, he came running up next to me.

“Yeah, Pinkie, what’s up?” he asked, panting a little.

“Me silly!” She giggled at her joke. “Anyway, Dusk told me you wanted to do the announcing today. Would you like to co-report with me?”

“Would I? Sure!” He gave me a grateful smile. “Thanks, buddy, it was good of you to do this.”

“Heh…you know, anything for my brother-in-library-assistantship.” I said modestly, eliciting a chuckle from Spike as a rope lowered and he scrambled up it.

“I won’t forget this!” He called down, hauling himself into the basket. “Good luck in the running!”

“Yeah, good luck, Dusk!” Pinkie wished. “Although, being psychic, you can probably run it with your eyes shut! Happy running!”

I waved them off, then proceeded to register himself at the desk. I was given a race number, forty-three, which I placed on my flank, so that it covered his cutie mark. Spotting Twilight with Dog, Shield, Applejack, and Rainbow Dash, I trotted up to them, ready to race.

“But h-have ya ever run a race?” Applejack was asking, sounding like she was barely able to contain herself from laughing. I saw that Dog was sniggering as he tried to hold in his laugh and Shield was smiling in amusement as he tried to make sure he didn’t laugh.

“Well, no.” she admitted, “But I do know a lot about running.” As she said this, I noticed Shield, Applejack, and Rainbow were sniggering with Dog.

“And you know this from…” Rainbow prompted.

“Books. I've read several on the subject. So has Dusk.” she added, smiling as I stood by her side. I felt a little more foolish now.

“Dusk? You’re racin’ too?” Dog asked, surprised at the idea.

“Um…yes.” I said quietly. “I am.”

“What caused this?” Shield said to me, just as surprised as Dog. “We’ve never seen you going in a race like this in our lives!”

“Well…I’ve never run a race in my life.” I said to them, slightly embarrassed. “But I thought, since Twilight was doing it, why not?”

“What’d you two read, ‘The Egghead’s Guide to Running’?” Rainbow said to me and Twilight as she and Shield got their amused smiles back.

“Yeah, did you stretch out your eye muscles to warm up?” Shield said before the two of them burst out laughing and I gave them a deadpan look.

“Oh, yeah. Laugh it up.” I sarcastically said to them, both of them still laughing.

“Rainbow, Shield, that’s enough!” I looked to see Twilight staring furiously at them. The Pegasus pony and the Earth pony seemed to realize what they had done and stopped laughing, looking sympathetically at me.

“Sorry, Dusk.” Rainbow said, sincerely.

“Yeah, we didn’t mean it.” Shield said to me, just as sincerely. “We were just, you know, messin’ around. I’m sure you’ll do great.”

“Alright.” I said to them, feeling a little better. “It’s okay, I’m fine. I don’t really stand much of a chance, not against you four anyway.”

“Dusk, it ain’t winnin’ that’s important.” Applejack advised.

“AJ’s right.” Dog said, supporting her. “It’s the takin’ part that counts. I think it’s dandy you two are runnin’ in the race. Best of luck to ya both.”

“Thank you.” I said as I felt less foolish now, especially when I saw Twilight’s encouraging smile, along with the support from the four athletes. “Anyway, I’d say that everypony here is way out of the league you four are in.”

“Nice of ya ta say so, but only one of us can be the Iron Pony.” Applejack reminded me as I began to stretch my legs.

“Indeed. I suppose, as well, I deserved that jibe, you two.” I said to Rainbow and Shield. “I mean, I am part of the reason you’re having to compete again, you know.”

“Eh, don’t sweat it.” Shield shrugged.

“This is just a chance for me to prove how awesome I am, all over again.” Rainbow said to me.

“Fairly this time, I see.” I said, glancing at her tied-up wings.

“Yeah, Applejack tied her wings in case Dash would try to pull something.” Shield said to me. “That won’t happen as she’s gonna win this fair and square like me.”

“Same goes for me and AJ.” Dog said to me. “We’re gonna show them how fair we country ponies really are.”

“Well, good luck to you all and may the best pony win.”

“Don’t you worry, Dusk, I plan to.” Rainbow said with a wink. Applejack just rolled her eyes as Pinkie began announcing again:

“All right ponies, are you ready?” I tensed myself on the starting line, remembering what I had read up on.

“Get set…” My legs felt like coiled springs as I stared straight ahead…any second…

The bell rang and everypony sprinted off the starting line, Twilight and I running in their midst. Though me and I’m pretty sure everypony else felt a gust of wind move right past us. That’s when I realized it. We all forgot that Shield can run as fast Rainbow when she’s flying. Obvious who was gonna get first place there. Though my depression there faded when I caught my friend’s eye, nodded from what we both knew to do next and we lessened ourselves to a slower pace. Just as the books had said: pace yourself from the start, conserve your energy until you reach the finish line.

“Good to see you did plenty of studying.” Twilight commended as we matched each other’s pace.

“Likewise, Miss Sparkle.” I replied in a friendly, formal voice at which she giggled. “Now, shall we take a little walk together? I mean…you know…not that kind of…”

“It’s okay, Dusk, I know what you meant.” she assured, though she did blush slightly. “That sounds perfect.”

Though we looked forward when we heard a groan and saw Dog who was lagging behind with a look of shock.

“Hey, you okay there, Dog?” I asked the cowpony as we caught up with him.

“Yeah, I’m fine.” He said before he then gave a sullen look. “I just forgot about Shield’s speed.”

“Well, you can still get second place.” I said to him, trying to encourage to keep running. “That’s better than nothing, right?”

“Yeah, you’re right.” Dog said as he regained his confidence. “Thanks, Dusk. Now if ya’ll excuse me, I got a race to win!”

With that, we then watched off as he ran to catch up with the others while me and Twilight continued to walk. As everypony else dashed off into the distance, me and Twilight set off at a gentle stroll like this was just a walk in the park. Vibrations from hooves caused the leaves to become detached and fall from the trees, adding another kind of beauty to their environment, seeing all the different colors of orange, brown, and yellow.

Though we were not ahead of the pack with the others, we were kept updated on Shield, Rainbow, Dog, and Applejack’s progress by Pinkie and Spike’s joint commentary of the events, which had them laughing all the way. As strange as she was, I wasn’t too surprised the pink pony was the Element of Laughter. Though I’m pretty sure that Applejack and Rainbow were too focused on racing when she announced that Shield had won first place. Yet, this didn’t stop the other competitors as I had no doubt that Dog’s determination to not be last kept the other competitors running.

“Welcome to the official coverage of the Running of the Leaves!” Pinkie announced. “You know, Spike, despite its name, the leaves don’t do any of the actual running. No, that’s left to my little ponies!”

“Why…uh yes, Pinkie.” Spike replied, unsurely. “It’s the running of the ponies that causes the leaves to fall.”

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

“You know, Pinkie, these two ponies have a bit of a grudge match they're trying to settle,” Spike informed, “trying to prove who's the most athletic, much like another pair of runners: Dog Fries and Shield Steedor, who had already managed to win first place and probably setting a record for fastest win while Dog is still trying to catch up. Though this hasn’t stopped the rest of competitors as Dog somehow managed to rile them up by taking the lead. And it certainly hasn’t stopped the grudge between Applejack and Rainbow Dash.”

“Yes and ‘grudge’ rhymes with ‘fudge’.” she said happily.

“Yes, it…does. What?”

“And I like fudge, but if I eat too much fudge, I get a pudge and then I can’t budge.”

“So, no fudge?”

“Uh, no thanks. I had a big breakfast.”

By this point, I didn’t hear the rest of the commentary because me and Twilight were just laughing so hard at it. She really was brilliant, random, but brilliant.

Even with Dog keeping everypony else going, there was the occasional moment when there was a slip-up from the two competitors. Applejack tripped over a rock, thinking it had been Rainbow Dash tripping her up, though me and Twilight set the record straight. Again, the same happened with Rainbow, though she seemed a little more insistent that it had been her opponent cheating that caused her to fall. This was going to get ugly, I could tell.

“Hey, Dusk, why don’t we play a game?” Twilight’s suggestion centered my thoughts back to her. Liking the sound of the idea, I nodded. “Alright then, I’ll point out a leaf. You tell me what tree it’s from and then tell me a fact about that tree. Then I go, then you again and so on. Sound good?”

“Uh…I don’t know, Twilight.” I murmured. “I don’t think I’m as well-read in those kinds of areas as you are.”

“Oh…” Her face fell in disappointment and I felt immediately guilty.

“B-but I’d be happy to hear about what you know from it. Like, um…that?” I pointed to a random leaf.

Twilight responded at once. “That’s from an oak tree, which bears a nut called an acorn. Each acorn contains one seed and takes six to eighteen months to mature, depending on what species it is.” Another random leaf. “The leaf of a beech, which grows on a wide range of soil types, acid or basic, provided they are not waterlogged.”

“Wow…you do know a lot.” I said in awe.

“Come from years having my nose buried in a book.” she replied modestly. “Are you sure you’re okay with this?”

“Of course I am.” I said at once. “It’s really amazing what you know. What about that one?”

The exchange of me pointing and listening while Twilight recited her facts continued on.

All the while, I was enjoying being in Twilight’s company. As well as playing our naming game, we also discussed who had the better chance of winning or spotting interesting sights along the route. One such was a beehive that appeared to have fallen from the tree branch above. The bees, however, were long gone…thankfully, I thought.

“Oh, my! Dusk,” she sighed, bringing me out of my thoughts, “isn’t Whitetail Wood lovely?”

“Yes, it is.” I agreed, gazing around at the bare trees and feeling the leaves crunching beneath my claws and hooves. “The beauty of nature is truly one of the greatest things about the world, there can be no doubt.”

“Yeah.” she sighed again. “See, I told you this would be a great experience.”

“That you did.” I smiled my best smile. “Thanks for convincing me to come along, I’m really having a good time.”

“Me too.” she agreed. “Autumn is such a beautiful time of year, don’t you think?”

“Hm…” It was amazing how much we thought alike. I glanced on ahead to see Rainbow standing by a sign that pointed the way. “Little bit far from the head of the pack, aren’t you?”

“Don’t worry, I’m sure to win now.” she said with a burst of confident laughter.

“Except that all the other racers just passed you.” Twilight pointed out.

“Oh, horse apples.” True to her name, she dashed off. “See ya!”

“That was…odd.” I remarked.

“I agree with you there. Why was she just standing there?” She shrugged. “Oh, well, come on.”

We set off again, but before I noticed that there was only one screw holding the sign in place. It was possible it could be rotated. And Rainbow’s attitude before, plus the fact she was standing there could mean that…no, probably not.

We continued on, passing by a pool of spilled tree sap, though the other buckets set up seemed fine and passing by Rainbow and Applejack once more, who for some reason, were just standing on a flat bit of rock. Before long, they sped on ahead again. Meanwhile, everypony else was beginning to slow down due to exhaustion from spending most of their energy in the rest of the race. Though they were getting tired, Dog was still going.

It was when I heard the sound of a klaxon that I knew we were nearing the end. The time for conserving energy had passed, now it was time for the final leg.

“Time to sprint!” I sped off, Twilight matching me.

“Don’t think I’ll go easy on you.” she called out playfully.

“Funny, I was just thinking the same thing.” I retorted with a laugh.

Just then we heard Pinkie announce:

“And Dog Fries has taken second place!”

Just after she said that, I watched as Dog collapsed on the other side of the finish line and lied there for a while until Shield came around and helped him up, wearing his first place medal.

We ran past Applejack and Rainbow Dash, who appeared to be resorting to dirty tactics and re-joined the group, steadily gaining ground. Soon, I was just a few feet behind fourth place. Just a little further…

Then I noticed Twilight, also just behind me. She was really going for it, but I seemed to be the faster runner. A thought occurred to me and I remembered Applejack’s advice. I knew who deserved to finish ahead of me and what to do.

I pretended to stumble, affecting a small yelp to make it look like I had tripped, allowing Twilight to gain a lead on me, crossing the finish line just in front, as I also made it, gaining sixth place. The surge of elation I felt was incredible, as everypony cheered the runners.

“Yes! I did it, we did it!” I shouted before remembering myself and quieting down, my face flushed. A pony placed a medal around my neck, a silver colored one, causing my face to go redder and met up with Twilight, who had a gold one.

“Well done, Dusk, we’ve done it!” She gave me a proud smile, though not as proud as I felt. “You ran a great race.”

“You did too.” I turned to see a battered pair of athletes. “Come on, let’s go and see these two.”

“Then…who won?” Rainbow asked, Pinkie and Spike, who told them they had tied for last. Then they saw Twilight and me, our medals dangling around our necks.

“You two did?!” They were utterly astonished.

“Actually, we did.” Shield said as he and Dog came around wearing their gold medals.

“What?!” the girls said at the same time.

“But how did you win?” Rainbow said as she spoke to Shield. “I didn’t even see you running with us!”

“That’s because I won before everypony else got even close to the finish.” Shield said to her. “I made it across the finish line in just a few minutes. I’m the fastest runner there is, remember?”

“Oh, right.” Rainbow said, now realizing it.

“I managed to get second.” Dog said to her and Applejack. “Better than bein’ last.”

“But if they got first and second,” Applejack said before looking at me with and Twilight, “what in tarnation did ya two get?”

“I got fifth place,” she said proudly, “which is rather good considering that I’ve never run a race before.”

“And I came in sixth." I told them. “Again, also rather good.”

“What? How’s that even possible?” Applejack demanded.

“You both ran so slow and looked at the scenery! I couldn’t tell if you were racing or just on a date!”

“Well…I wouldn’t say that…” Both I and Twilight went the same color as some of the leaves.

“Anyway…that was the point. We paced ourselves, just like the book said.” Twilight said as she explained. “Then, at the end, when all the other ponies were worn out…”

“We sprinted for the finish." I finished smartly. “Not bad for a pair of eggheads, huh?”

“I don’t believe it. The two ponies who’ve never even so much as bucked an apple beat us.”

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

“Considering that you were both…scrapping over each other, it wasn’t hard. And that’s coming from me.” I pointed out, feeling a little ashamed at them both. “I know it’s not my place, but you were both behaving like a couple of fillies out there. Sorry, no offense.”

“No, you’re right, Dusk. Ya too, Twah’light. Our behavior was just terrible.”

“We weren’t very good sports.” Rainbow said ashamedly.

“Sounds to me that an important lesson was learned.” a new voice said, one I had heard before, but it seemed like so long ago.

“Princess Celestia?!” Everypony sunk to their knees, bowing as the Princess of the Day arrived on the scene. Me, Shield, and Dog promptly stepped back a little so she could talk to Twilight and her friends, without us bothering them.

“W…What are ya doin’ here?” If Applejack was astounded before, she was now completely gob smacked.

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

“I’m sorry ya had to see us bein’ such poor sports, Princess.” Applejack said humbly.

“That’s all right, Applejack.” she assured gently. “Anypony can get swept up in the excitement of competition.”

“It’s important to remember that the friendship is always more important than the competition.” Twilight added, receiving a warm smile from her teacher.

“Exactly, Twilight.” She turned back to the athletes. “Now, unfortunately…”

“Guys, come on.” I whispered with a smile to Dog and Shield. “Let’s leave the girls to share their lesson with the Princess.”

They both nodded as we all decided not to stay and hear the rest. Though we were proud to bear witness to such a valuable lesson about friendship, we just didn’t want to act like a fifth wheel in this situation. We were about to try and slip away, when…

“Dusk, how lovely to see you again! Along with your friends!” All three of us turned to see the Princess approaching us. Applejack and Rainbow Dash had run off again and Twilight was standing a little further away, waiting for me.

“Um…greetings, Your Highness.” The three of us bowed once more. “It’s…good to see you too.”

“My faithful student has told me from her letters that you have been working hard in the library and that the two of you have become good friends. Along with your own friends becoming acquainted with her and the others. I’m very pleased to hear that, especially since it was what you hoped for.”

“Yes…yes, it was.” I returned the Princess’ smile. “Thank you, Your Highness, for giving me…the chance.”

“I was happy to do it.” she said with a wink. “Although, remember one thing, Dusk…” She leaned in and whispered. “Trust for what you feel is right in your heart. And know that you do not have to face your problems alone.”

“I know. But I just don’t want them to worry. My friends shouldn’t give up what makes them happy for me.”

“I’m not forcing you.” she said. “But I think it would be good to ensure them that you’re okay once in a while, don’t you?” She spread her wings again. “Now, I must return to Canterlot. Goodbye, Twilight, Dusk. And farewell to you as well, Shield and Dog. Be well.”

With a gust of wind, she majestically took off into the air, soaring back towards the mountains.

Watching her go, I thought about what she said. No, I can’t let them worry about me so much. I have my problems and it’s my responsibility. My friends deserve to be happy, like I always want. But, deep down inside, there was a little voice that told him one thing:

Maybe she’s right

“Hey, Dusk.” Dog asked me as I saw him and Shield looking at me with concern. “You okay?”

I smiled, sighed, and said “Yeah, I’m fine.”

“Okay.” Dog said to me. “Well, me and Shield are gonna wait here for AJ and Dash to see who wins. Wanna join us?”

“No, I gotta get going.” I said to them. “I have some work to do.”

“Okay.” Dog said. “Bye, Dusk!”

“See ya later, Dusk!” Shield said as he and Dog waved me goodbye.

“Later, guys!” I said to them, waving back.

I realized as I walked back with Twilight and Spike, excitedly discussing the race, and remembering how Applejack and Rainbow Dash reacted yesterday, that it might become difficult, for now, I’ll just let them do whatever makes them happy.

Author's Note:

Well, that was quite a race. Even though they lost, Rainbow Dash and Applejack were able to repair their friendship. Along with participating in the race, Dusk and Twilight's bond has grown even stronger. Though will Dusk allow his friends to know what troubles him or will he still try to deal with it by himself? More growing friendships next time!

Okay, I know you guys are a little confused with how Dusk is, but his changes in attitude have all been due to his friendship with Shield, Dog, and Leon as that is where he learned to be more assertive. Well, see you guys in the next chapter! Don't forget to comment and rate the story to tell me what you think, okay?:pinkiehappy: