• Published 1st Feb 2020
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My Little Pony Friendship is Magic What If?: Volume 10 - SuperPinkBrony12



The tenth installment of What If series that involves the rewriting of episodes. This one involves rewrites of ten episodes from Seasons 1 and 2 and 4-8, and five from Season 9. (Warning!: Rewrites based on personal opinion. Please respect it!)

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S1 E13: Fall Weather Friends (What If?)

For Spike it had been just another typical, peaceful day since the move to Ponyville a few months back. Both he and Twilight had settled into their new living accommodations quite well, and it had warmed the little dragon's heart to see the pony closest to him make some friends and come out of her shell.

Yes, things were quite peaceful and seemed content to stay that way. But every now and then there were little things that disrupted that peace and quiet. Today, it was the sounds of Twilight growing steadily more frustrated by the second while tossing numerous bailed up scrolls across the room. "Ugh, this is impossible!" She complained aloud.

Spike sighed and took a deep breath. It was his job as Twilight's number one assistant to intervene when she was getting frazzled, specifically because with her magical powers there was no telling what she could do if she lost her temper and went berserk. "What's wrong, Twilight? What is it this time?"

Twilight turned to face Spike and forced herself to sigh. "I am trying to write a friendship report to Princess Celestia, like I have to do every week as part of the arrangements. But for some reason I can't come up with anything I've learned about friendship over the past week. Nothing, Spike! Zero, zilch, nada! And the week is almost up!"

"So, just write to Princess Celestia and ask for an extension. I'm sure she won't mind if you tell her truth, honesty is a part of friendship after all." Spike suggested.

Twilight shook her head. "I can't do that, Spike. I don't need Princess Celestia thinking I'm ungrateful or slacking off. I promised to write to her every week about friendship, and I'm going to keep that promise no matter what it takes! Now come on, help me out here. Surely there must be something I learned that's worth writing down."

The little dragon could only shrug his claws. "Sorry, Twilight, but I can't help you with that. You're way more organized than I am, so if you learned something about friendship you would remember it before I did."

"Ugh, just great!" Twilight groaned anew and planted her head down on her writing desk. "Not even a year and I might have to leave my friends behind because my mind had to pick now of all times to stop working!"

Spike sincerely doubted Twilight's fears were justified but he also knew it was never a good idea to tease Twilight about them. What she needed most right now was guidance, not mocking. "Look, you're obviously not gonna think of anything if you just sit around here all day. Why don't you go outside and take a break?" He promptly suggested. "I hear Applejack and Rainbow Dash are having another Iron Pony Competition today."

"Really? Again?" The unicorn questioned with a raised eyebrow. "Seems like they're always competing."

"Yeah, but it's all in good fun. And everypony who's anypony's going to be there, our friends included," Spike pointed out. "So why not talk to them and see if they have anything for you? You never know."

Spike's words caused something to go off inside of Twilight's mind, the gears in her brain began to turn as a rather bright smile crept onto her face. "You know what, that's actually a great idea, Spike. I'l do just that. And I know just the ponies I wanna ask and what I wanna ask them. Come on!" The scholarly unicorn had settled on a fact that she had been wondering about since coming to Ponyville: How could two highly competitive ponies like Applejack and Rainbow Dash ever get along?

She had no idea what the answer she was going to get would involve. It was a story that many ponies already knew, for it had become quite legendary in Ponyville. A legend of how two ponies' egos got the best of them.

The Iron Pony Competition that Spike had mentioned was taking place at a makeshift stadium not too far from Sweet Apple Acres. By the time Twilight and Spike got over there the stands were already packed with ponies.

Applejack and Rainbow Dash currently stood on opposite sides of a mud bank, each holding an end of a rope that had a flag over it that hovered over a white line. Neither spoke a word as they gazed at each other, as if though daring the other one to blink.

Twilight's friends were in the first row of seats on the left side stands, they had even left a spot open for her. "Hey, girls," Twilight greeted as she trotted over to join them. "Hope I'm not too late."

"Of course not, you're just in time for the grand finale!" Pinkie excitedly exclaimed! "It all comes down to this! Applejack and Rainbow Dash are all tied up, whoever wins this final event wins the whole competition and all the bragging rights that come with it. Ooh, I wish I'd remembered to bring popcorn! This is so exciting!"

Twilight couldn't help but comment. "This is, what, the fifth Iron Pony Competition they've held since I moved here?"

"The sixth, darling, you weren't around for the last one," Rarity explained. "Trust me, they do this a lot. Mostly because Rainbow Dash is just too stubborn to accept defeat. She keeps claiming this will be the time she defeats Applejack and breaks the streak."

Fluttershy tried her best not to look ashamed. "She always did like to prove herself, and she never could back down from a challenge."

Pinkie then made a shushing motion with her hooves. "Enough chit chat, they're about to start the tug of war!"

A whistle sounded and the two athletes began to tug on their ends of the rope! Both quickly dug in their hooves, hoping not to concede even an inch to the opponent as they kept on tugging.

Slowly but surely, however, progress was made. With a great deal of struggling Applejack began to pull the rope toward her side and Rainbow Dash with it!

Rainbow seemed to sense what was happening as a look of horror flashed in her eyes! For a moment she seemed to look to her wings, as though she were considering using them despite the unfair advantage they would give her. But the moment passed and the brash speedster did nothing with said wings. She just pulled harder on the rope, hoping to gain the upper hoof.

That was a mistake! Applejack seized the opportunity to yank hard! And that yank was all it took to force Rainbow into the mud and over the line! The farm pony happily took off her stentson and tossed it into the air as she let out a mighty "Yeehaw!" to celebrate her victory.

Rainbow picked herself up very slowly, groaning a bit as she was still covered in mud. "I don't know how you do it, Applejack. Every time I think I have you beat at something, you still find a way to beat me."

Applejack just chuckled as she put her stentson back atop her forehead. "Ain't nothin' to it, sugarcube. You just gotta practice more. But I'm always happy to take you on whenever you feel like it, you're the best rival I've ever had the privilege of knowin' and beatin'."

The pegasus just snorted. "You can't really call yourself a rival when the only reason you win is because I don't use my wings. If I did you wouldn't stand a chance."

The farm mare replied quite sternly. "Rainbow, you know we talked about this. Your wings would give you an unfair advantage in over half our little games. And what kind of a victory would it be if you only got it by cheatin'? An empty one, that's what."

Rainbow let out a humph. "Whatever. One of these days I will beat you, Applejack. You can't hold onto the title of Iron Pony forever."

Having overheard this back and forth bantering, Twilight came trotting over. "Uh, forgive me for noticing, girls, but you seem to be having a bit of an argument."

Applejack shrugged it off. "Oh, Rainbow just doesn't take losin' too well, that's all. Can't say I blame her, I don't like to lose either. I reckon nopony truly does."

"Besides," Rainbow Dash pointed out. "This is nowhere near as heated as our rivalry used to be. A few years ago, AJ and I competed over just about every kind of athletic feat you could ever imagine. It wasn't until there came a time when our competitive natures took full control that we realized how out of hoof things were getting."

"I don't believe I've ever heard that before," Twilight pondered. "Is there any chance you could tell me about it?" The unicorn decided it best to leave out the mention of needing something to write a friendship report on, despite how promising this story sounded to her ears.

Applejack and Rainbow exchanged side glances for a moment, as if silently debating whether or not to honor their friend's request. But after the moment passed Applejack broke the silence with a sigh, while her posture took on a sort of low appearance. "Well, if you're that curious I suppose there ain't any harm to it, Twilight. But RD and I don't really like to talk about it."

"Yeah," The pegasus blurted out in response. "It wasn't exactly our finest moment. Still, you'll probably keep a better lid on it than some other ponies who were around to witness it."

Applejack then began to tell the story. "Now let me see if I can remember how it all started. I know it was before you came to Ponyville, Twilight, but it was also after Rainbow Dash moved here. Can't really give ya an exact date, though. I do remember that it started on a day sometime durin' fall, when I met Rainbow Dash for the very first time." And her mind began to flash back to that fateful day and that fateful encounter.


It started out like any other day for Applejack: Up with the sun, a breakfast with family and then it was out into the fields to start on chores. Since it was fall that meant harvest season was at hoof, and the farm mare knew that every apple harvested (or bucked as the case may be) counted. The total amount could mean the difference between making it through the coming winter without hardship, and having to make some sacrifices to not go under.

However, not long after she had gotten started on her bucking, the earth pony was surprised to find something rather unexpected and most unusual resting in one of the trees. It was a pegasus mare with a coat the same light blue as the sky, and a mane and tail in straight bangs with all the colors of a rainbow (she was of course Rainbow Dash, but Applejack didn't know this yet).

Applejack loosely recognized the pegasus, remembering something about Ponyville getting a new captain for its weather team. But right now all she could think about was how this pegasus was napping in a tree that still needed to be bucked. Feeling rather annoyed, she decided to ignore the sleeping pegasus and go about bucking the tree as normal.'

When the tree trunk shook from the force of Applejack's kick, it startled the snoozing pegasus awake as she shook the cobwebs from her brain and jolted up with a start! "Gah!" She exclaimed as she lost her balance and fell out of the tree, landing on the ground below. Luckily she wasn't hurt, so she just stood up and brushed off the dirt as best she could. "Hey, I was sleeping here!" She bitterly complained. "What? Can't a pegasus take a five minute power nap in peace around here?"

Applejack shook her head. "Not when it's in a tree I need to harvest all the apples from. Besides, don't you have some clouds you should be clearin' up or somethin'?"

The pegasus snapped back in an instant. "I already took care of that. There's not a cloud in the sky and I'm off duty. The name's Rainbow Dash, by the way. And you are?"

"Applejack, and I happen to live on the farm these here trees are part of," The farm mare retorted as she blew steam from her nostrils. "I'm supposed to be harvestin' them for winter, but I can't do that if I'm busy havin' to deal with the likes of you. So if you wouldn't mind goin' somewhere else to nap, I'd like to get back to my chores. If my brother comes by and sees me talkin' to you, I'll catch an earful. And I'll have you know he doesn't usually talk much."

Rainbow just replied with a weak yawn. "Whatever, if it means that much to you I guess I'll leave. Ponyville's top athlete needs to rest if she's going to stay at the top of her game."

The mentioning of the words "Ponyville" and "Top Athlete" in the same sentence touched something deep inside Applejack. "Oh, that's funny," She declared in a low tone. "I guess you ain't heard since you're new to town and all, but Ponyville already has a top athlete and you're lookin' at her. Not that I mean to brag, but I've got a fine collection of blue ribbons from rodeos."

Rainbow Dash just laughed and slapped a hoof on her knee. "Oh, that's a good one! You're the top athlete in Ponyville?! I could run circles around you in my sleep!"

"Really? Then how's about a little contest to prove it?" Applejack asked as a smirk crept across her face.

Not one to resist a challenge, Rainbow boldly replied! "Name your game! I'll beat you at it and prove why I deserve to be Ponyville's top athlete!"

"How's about you start by buckin' all them apples off that tree you were just in?" The earth pony with a coat the same orange as some of the leaves at this time of year suggested. "If you can buck more apples off a tree than I can, you win. Of course, if you can't then that means I win. Is that clear?"

The pegasus nodded and trotted towards the tree. "Crystal," After a bit of positioning herself just right she looked back at Applejack and told her. "Prepare to be amazed!" Then she kicked the tree trunk as hard as she could. It shook from the impact and several apples fell from its branches, landing in buckets that had been placed all around. "Top that!" Rainbow boasted, feeling quite proud of her score.

Applejack just spat on the ground. "Mighty respectable for a first timer, but let me show you how a pro does it." It took her only a second to get into position, and when she kicked the trunk of her tree every single apple on its branches fell! Rainbow was speechless!

The farm mare chuckled. "Don't feel too bad, I had years of apple buckin' under my belt. No one expected you to compete with that. Still, consider that a mere taste of what I can do," Then she added. "Still think you're the top athlete in all of Ponyville, or are you ready to admit there's somepony better?"

Rainbow growled as she muttered under her breath. "I hate losing," She was quick to point out. "That wasn't fair! My tree was already half empty, yours was full! How can you be sure I lost if we didn't have the same number of apples to start with?!"

"You implyin' my little game was a load of sour apples?!" Applejack questioned with a glare. "Look, I don't have time to argue with you about this! Just admit you've been beaten and get out of my mane!"

But Rainbow insisted. "You know what? This doesn't count! I demand a rematch!"

"A rematch, huh? Don't you know when to give up?" Applejack questioned as she shrugged her hooves and sighed. "Fine, I guess I'll humor you a little. But I don't have time to bother with you right now."

The brash speedster just smiled. "No problem, because I have the perfect way for us to settle the score. Next weekend is the annual Running of the Leaves in the Whitetail Woods, right?"

Applejack nodded. "Yup, gotta shake down all those leaves to make way for winter."

"Then whoever wins that gets to be Ponyville's top athlete and all the bragging rights that come with it," Rainbow declared. "You in? Or are you too chicken?"

The farm mare simply replied by boldly declaring. "I ain't chicken! I'll take your bet! See you at the Runnin' of the Leaves, and prepare to lose!"


Next weekend came as did as the Running of the Leaves. Applejack and Rainbow Dash arrived at the starting line as several other ponies from across Ponyville did the same.

And from high above, in a light purple colored balloon, a pink coated earth pony was watching the whole thing. As she was watching she spoke into a megaphone that carried her voice for all to hear. "Fillies and gentlecolts, welcome one and all to the annual Running of the Leaves! This is Pinkie Pie, and I'll be your official p-eye-in-the-sky announcer."

"Who's that?" Rainbow Dash inquired of Applejack.

Applejack just smiled. "That there's Pinkie Pie, she lives and works at Sugarcube Corner with the Cakes."

"Oh yeah, I remember now," Rainbow realized. "Isn't she the one who likes to throw parties all the time?"

Applejack nodded. "Yup. She's a little weird at first, but you get used to her. Heard this is her first time bein' an announcer for this here event."

Meanwhile, Pinkie Pie went on announcing. "As everypony knows, the Running is a very important tradition, for without it, the autumn leaves of Equestria would never ever fall. Man, talk about lazy. So get ready, ponies. Because the Running of the Leaves will begin in five minutes. I repeat, five minutes."

"So, Applejack, you ready to win second place?" Rainbow teased.

"Maybe," Applejack retorted. "I'm ready to run a good, clean race. Which reminds me of somethin'." She gave her full attention to Rainbow's wings.

Rainbow Dash fought back a gulp. "Why are you looking at me like that, Applejack?"

"Well, I reckon I don't need to tell you why you can't use your wings for this here contest," Applejack spoke up. "And I'm sure you probably didn't intend to use 'em anyway. But I've got to make sure, lucky I came prepared," She pulled out a rope from underneath her hat and used it to tightly tie up Rainbow's wings. The farm mare couldn't help but chuckle at the sight. "There, all nice and snug. Trussed up like a turkey. Well, a turkey who can't fly, that is."

"Ha ha," The tied up pegasus sarcastically replied. "You're enjoying this, aren't you?"

"Maybe a little, but at least now we know we're racin' fair and square," The earth pony answered. "If you're really such a high class athlete you should have no trouble winnin' in spite of your er... handicap."

Just then there came the sound of trumpets! "Racers! Please take your positions! The Running of the Leaves is about to begin!" Pinkie Pie called.

The racers did so, but as Applejack and Rainbow Dash were getting lined up they were surprised to find another pony join them. She was an earth pony mare who looked considerably older than either of them, due to her gold tinted glasses and two toned, light gray mane and tail, not to mention a white collar with a green tie around her neck. Her cutie mark was a tan colored scroll tied with a blue ribbon.

Applejack and Rainbow both blinked in surprise. "Mayor Mare?!"

"The one and only," Mayor Mare replied with a smile. "I figured it was time I did some running that didn't involve an office. I used to do this all time when I was younger and before I became mayor. Oh, I'm so glad I could find time in my schedule to fit it in this year."

"Uh, no offense, mayor, but you don't seriously think you can beat us, do you?" Applejack questioned.

The mayor only vaguely replied. "We'll see. At least this time I don't have to worry about what will happen if I don't win. It's nice to have a race where there's nothing at stake."

"Maybe for you, but Applejack and I are playing to win! Whoever wins this is the undisputed top athlete in all of Ponyville!" Rainbow Dash boasted. "We might even have to come up with a new title for it."

Mayor Mare answered with a wink. "Well, as I've always said, never assume you've won before the race has even begun. And regardless of what might be going with you two, I look forward to competing against you and against everypony here. Don't give me special treatment just because I'm the mayor, treat me no differently than you would any other racer."

"Suit yourself, just don't act too surprised when we see you at the finish line!" Rainbow loudly declared.

Then Pinkie Pie called out. "All right then, the time for chit chat is over. Ponies, are you ready?" The ponies stood at attention, waiting for the signal. "Get set," A few seconds later came the ringing of a bell, the signal for the race to begin. It wasn't long before Whitetail Woods shook to the sound of thundering hooves. "And they're off!" Pinkie excitedly declared while her balloon hovered over the action! "Welcome to the official coverage of the Running of the Leaves! Pinkie Pie here, and you can count on me to bring you all the nonstop action and excitement!" She quickly settled into her role as a commentator. "You know, it's funny, actually. Despite its name, the leaves don't do any of the actual running. No, that's left to my little ponies down there. Without all that running those leaves wouldn't fall at all, what a bunch of lazy leaves!"

It didn't take long for Applejack and Rainbow Dash to pull out into the lead, and Pinkie commented while watching them from above. "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. Word has it that these two mares have a bit of a score they're hoping to settle. A real grudge match. And grudge rhymes with fudge. Which, I like fudge, but if I eat too much fudge I get a pudge and then I can't budge. So no fudge for me, thank you."

Most ponies were too busy racing to take any notice of what Pinkie Pie was saying, least of all those with something on the line in the case of both Applejack and Rainbow Dash. Nevertheless, it was impossible for them to ignore the commentary from above as they kept on racing. And perhaps it was because of that distraction that Applejack was able to pull ahead.

"Ooh, what's this?! Applejack's making her move!" Pinkie Pie shouted in excitement! "She's now ahead by a nose. But Rainbow Dash won't let Applejack have it and takes the lead. She's ahead by half a nose. Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose... roughly speaking. Applejack sees this move and pushes forth with her strong workhorse legs slinking ahead by three hundred and fifty noses! Ooh, this is gonna be a close one for sure!"

Applejack taunted Rainbow as she pulled ahead. "Please tell me this isn't your best, Rainbow. I ain't even broken a sweat yet."

Rainbow groaned as she tried to surge ahead. "Come on, Rainbow. Show 'em a little dash." She muttered to herself.

"Ho-hold your horses, Pinkie! Rainbow Dash is catching up the frontrunner Applejack!" Pinkie Pie declared. "What an upset. For a moment there I thought Applejack had this in the bag."

As Rainbow caught up to Applejack, meanwhile, she retorted. "You didn't think I was gonna let you off that easily, did you? I'm winning this race, wings or no wings!"

Just seconds after Rainbow had spoken, Applejack felt her legs give way and she stumbled to the ground! She could only watch as she picked herself up while the lead passed her by. "I can't believe it." She muttered under her breath.

"I know, it's beautiful, isn't it?" Mayor Mare commented as she trotted by at a leisurely pace, she didn't seem to be making much of an effort to run. "Who knew Whitetail Woods was so lovely at this time of year? Maybe I should look into a vacation home here when I retire."

Applejack just groaned. "Forget the scenery, Mayor, Rainbow Dash is playin' dirty. She just straight up tripped me."

Mayor Mare shook her head. "She did not, she'd never do something like that."

"I'm tellin' ya, she did. Leave it to a pegasus to play dirty." The farm mare stubbornly insisted.

The mayor just make a tsking sound as she pointed out. "Applejack, I saw the whole thing with my own two eyes. I'm not nearly that old, you know. Rainbow Dash didn't trip you up, that rock did. And if you'd slowed down and paid attention to your surroundings you could've avoided it." Sure enough, right where Applejack had been standing was a rock that now seemed impossible to have missed.

Needless to say, Applejack was quite ashamed of her behavior. Not only had she made a careless mistake but she'd had the gal to accuse a fellow racer of unsportspony like conduct without any proof. "Ma and Pa raised me to be better than that. Good thing they weren't here to see it." She thought to herself as she tried to control the blush forming on her cheeks. "Guess that's why you're the mayor... uh Mayor. Now it looks like I got a lot of ground to make up if I'm ever gonna get back in this race."

"Well just be careful, there's plenty of things besides rocks that can make you trip," Mayor Mare cautioned. "I'd hate to see a promising racer unable to finish because she wasn't paying attention." But Applejack had already raced ahead, determined to catch up!


Rainbow Dash was surprised to see Applejack not only catch up to her but also overtake her for the lead only a short time later. "What the-" She began with a gasp!

Applejack just laughed as she shouted. "See ya at the finish line, RD!"

Pinkie Pie commented on the whole thing from the safety of her balloon. "I don't believe it, this race keeps getting twistier and twistier! After a huge setback, Applejack is back at the front of the pack again. The pick of the litter! The cat's pajamas! Oh wait, why would Applejack take some poor kitty's PJs? That's not very sporting of her," She shook her head. "Never mind, I don't think there's any cats racing, so she couldn't have stolen pajamas. And it looks like Rainbow Dash isn't quite done yet. This could be a true photo finish!"

Rainbow surged forward with all her might, hoping to catch up to Applejack. They were so close that they might as well have been fused together. "Not so fast, AJ! This race isn't over yet!"

"It is for you," Applejack taunted as Rainbow became the one to stumble and fall. "Heh. See you never!"

It took a moment for the pegasus to pick herself up, and just like Applejack she was anything but pleased with what she thought she had seen. "I can't believe it! Applejack tripped me up, of all the nerve."

"Are you sure that's the case? Because Applejack thought you did the same thing to her, and you didn't," Mayor Mare explained as she trotted up to Rainbow. "I'm sure Applejack didn't trip you up at all."

"No, Mayor, I know what I saw! She swung her tail right at me and made me trip," Rainbow protested with a shake of her head. "All that talk about playing fair, and then she goes and trips me the moment I get close."

Mayor Mare nervously replied while adjusting her glasses. "I'm... sure there's a perfectly valid explanation for it. You were so close to Applejack that she probably didn't realize her tail was in the way. Maybe next time stay in your lane while you try to pass somepony. Then you can cut over once you're sure you have the lead. Besides, Applejack would never cheat. At least, not intentionally. After all, this is just a game."

"Maybe so," Rainbow commented to herself. "But the rules have changed. Two can play at this game. If Applejack wants to fight dirty, so be it." And thus the stage was set for what had been a not so friendly rivalry to turn into something far worse.


A short time later, Rainbow Dash was still trailing Applejack (who was still ahead of the other racers). In her mind she was no longer thinking about how to run an honorable race, she was thinking of how she was going to trip up Applejack and secure the lead for herself.

"Hey, looks like Rainbow Dash is trying to catch up to Applejack again," Pinkie commented. "Too bad this isn't a carrot dog eating contest, because then ketchup would make those doggies nice and slippery, but personally, I prefer mustard. Oh, and pickles. Speaking of pickles, it looks like Applejack has found herself in quite a pickle as Rainbow overtakes her," She licked her lips. "Is anypony getting hungry, or is just me?"

Rainbow was all too happy to gloat when she took back the lead. "Look, ma, no wings." She teased.

"And now, as the race enters the heart of the Whitetail Woods, Rainbow's back in the lead again and Applejack's now the one trying to close the gap," Pinkie Pie commented again. "The finish line isn't too far ahead, we're on the last leg of the race, folks. But it could still be anypony's race at this point."

Although her lead looked pretty solid, Rainbow Dash wasn't willing to leave anything to chance. She swung a tree branch into Applejack's direction.

Applejack ducked under it, only for the branch to swing back and hit her from behind! "Hey, Rainbow!" She shouted in shock and annoyance, but Rainbow only blew a raspberry back at her opponent. Realization quickly set in for the scorned farm mare. "Why, that little cheater did that on purpose. It's so on." She grabbed the tree branch, pulled it back, and then climbed aboard. The branch worked like a slingshot, propelling her back into the race!

When Rainbow saw Applejack catching up fast, she not so subtly kicked over a few buckets collecting sap from the trees. "Oops." She pretended to sound concerned.

The sap slowed Applejack down, but she wasn't going to let Rainbow's cheating ways go unanswered. She kicked one of the trees and made a beehive fall down in front of her opponent!

But the angry bees ended up motivating Rainbow to run even faster! She rushed straight ahead to where there was a fork in the road and dove straight into a nearby pond until she was certain the bees had left. Seeing Applejack still approaching and eyeing the sign dictating which route to take, the brash speedster got an idea. She quickly flipped the sign to send Applejack down the wrong path, then changed it back after Applejack ran past so that no one would notice. She couldn't help but laugh at her plan. "That'll teach her to mess with me." She thought to herself, even though a small part of her felt kind of bad for playing such a nasty trick on an opponent.

Mayor Mare came upon the scene a short time later, and she was more than a little surprised to see Rainbow Dash just sitting around and laughing. "Rainbow Dash, how funny to see you here. I thought you'd be leading the pack."

"What do you mean? Of course I am," Rainbow chortled to herself. "I'm sure I'll win now."

"And what about all the other racers that just passed you by?" Mayor Mare pointed out. "Applejack's not the only other pony in this race you know."

Rainbow Dash quickly realized that she had let the lead escape her because of her trick! She gasped! "Oh horse apples! Gotta run!" And she took off as fast as her hooves would let her.

Mayor Mare could only shake her head. "She's never going to win if she keeps making mistakes like that." She remarked, but no one heard but her.


Applejack raced right up the side of a cliff due to being diverted by Rainbow's trick with the sign. It wasn't until she reached the cliff top that she realized she was probably going the wrong way.

Pinkie Pie seemed to think the same as she was hovering by in the balloon. "Applejack, what are you doing up? This isn't a part of the race, there's no trees up here."

"None I noticed, but the sign was pointin' this way," Applejack commented and then it hit her! "Rainbow! Of course she'd do somethin' like that. Uh, you mind givin' me a lift?"

"I don't see any rule that says I can't, hop aboard!" Pinkie instructed as Applejack grabbed a rope and held onto it tightly as the balloon took off.

When Rainbow saw this a short time later she could hardly believe her eyes! "What the hay?! But you said no flying!"

"No, I said no wings. And this is fair game after that dirty trick you pulled." The farm mare retorted.

Pinkie, for her part, couldn't help but giggle. "You know, this has certainly been the most interesting Running of the Leaves I've ever covered. Though that might be because of the lack of running!"

The brash speedster lunged right at her competitor the moment her hooves touched the ground! They eventually wandered off course and up a mountainside that gave way underneath them.

Mayor Mare passed both ponies by a few seconds later. "I must say, you two don't live up to your reputations. I was expecting more of a challenge. And shouldn't the Running of the Leaves actually involve running?"

"You know what," Rainbow commented to Applejack. "The mayor makes a good point."

"Oh, you think so?" Applejack pondered.

Rainbow nodded. "Yeah! If you wanna beat me, you better... RUUUN!" And she took off faster than she had at any point prior!

Applejack did the same! "No you don't! Get back here!"


The two ponies could see the finish line up ahead as they kept on running. All the while Pinkie was commenting from above. "Once again, Rainbow Dash and Applejack are neck and neck, jockeying for position. Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash! Ooh, somepony make up their mind! I can't take the suspense!"

Just then, Applejack bumped into Rainbow with a grunt! Pinkie could hardly believe her eyes! "Oh no, she didn't!"

Rainbow's response was to bump Applejack right back! And Pinkie exclaimed! "Oh yes, she did!"

"Cut it out, RD!" Applejack snapped.

"No, you cut it out, AJ!" Rainbow snapped back.

"Well you started it." Applejack retorted.

"Yeah, and now I'm gonna finish it! Catch me if you can!" Rainbow shouted.

Applejack growled and lunged toward her rival! "Oh no you won't! Not if I can help it!" She tried to grab Rainbow by the tail, only for her teeth to grab the rope that had tied up Rainbow's wings the entire race and undo it.

Feeling emboldened by this development, Rainbow began to flap her wings! "That's it, all bets are off! Anything goes!"

But Applejack jumped up and tackled Rainbow before the pegasus could fly away! "You ain't backin' out of the agreement that easily! Not on my watch!" The two quickly began to tussle with one another as they rolled across the finish line in a huge ball of dust.

"I won!" Rainbow Dash shouted.

"No, I won! You cheated!" Applejack shouted back.

But Pinkie Pie informed them. "You're wrong, you tied!"

"What?! Tied?!" Both athletes shouted together! And Pinkie nodded her head.

"For first?" Applejack questioned.

Pinkie shook her head. "Nope, for last. I can't believe it! I was so sure one of you was going to win it all!" Then she sighed. "Looks like I owe Mrs. Cake some bits. Oh well, can't win 'em all."

"But then, who won?" Rainbow asked.

Suddenly, Mayor Mare trotted forward with what appeared to be a gold medal around her neck. Both athletes (who were bruised and battered from their scuffle) were deeply shocked as their mouths dropped open! "You?!" They both assumed.

Mayor Mare gave a light chuckle. "Oh no, not me. I came close, but it wasn't quite enough. Still, I managed to get fifth place, and they give out medals to everypony in the top ten. Not bad for an old timer like myself, I still got it!"

"No way! How in the world did you manage to place fifth?!" Rainbow questioned. "You were dragging your heels the whole time!"

"You never heard of pacing yourself?" Mayor Mare commented. "I know from experience that the pony who gets out to an early lead usually gets overconfident and over exherts themselves. Whether it's a political race or an actual race. A smart pony waits and saves their biggest effort for when it will count most, which in this case was right at the end when all the other racers were worn out," Looking around she added. "And it would seem I'm not the only one who had that idea, otherwise I probably would've won. Though with all your horsing around, it's no surprise you two didn't win."

The two mares hung their heads in shame, now realizing what they had done in their haste to win. "Guess you're right, Mayor. I'm ashamed of the way we acted." Applejack glumly commented.

"Yeah, we weren't good sports at all." Rainbow added in an equally unhappy tone.

"Sounds like an important lesson to have learned if you asked me." An unfamiliar voice spoke up. Suddenly, all eyes turned to a pony who appeared to tower over the others with her wings and horn (not to mention her majestic, gleaming white coat, and flowing mane and tail). It was none other than Princess Celestia, the ruler of Equestria! Ponies bowed down on either side of her as she come trotting up.

"W-what are you doin' here, princess? Shouldn't you be in Canterlot?" Applejack nervously inquired.

Mayor Mare adjusted her glasses. "Why, I invited her of course. When I heard she was interested in Ponyville I knew I had to arrange an audience with her. And when I learned that she particularly likes this time of year, I figured it wouldn't hurt to sweeten the deal if I had her come to witness the Running of the Leaves."

Princess Celestia gave a warm smile. "It was my pleasure, Mayor Mare. Fall is one of my favorite seasons, after all. And Ponyville seems like a lovely place. More than worthy in my opinion of hosting the Summer Sun Celebration next year, which just so happens to the 1,000th such celebration."

Everyone in the crowd was shocked and speechless! To hear that Princess Celestia had bestowed such an honor on such a quaint little town was something nopony could've ever anticipated.

But all Applejack and Rainbow could think about was the way they had acted earlier, especially now that they knew it had likely been observed by the ruler of Equestria. "I'm so sorry that you had to see us bein' such poor sports, Princess." Applejack apologized as best she could.

Princess Celestia just replied in a warm and gentle tone. "It's alright, I've seen worse behavior in some of my students," If one looked closely they might have detected a hint of regret in her voice. "What matters is that you admit to it now, and hopefully will think about how not to make the same mistake again," Then she added. "But I think I know how you two can make it all up to me. Because the two of you were busy tricking each other instead of shaking down leaves, many of the lovely trees around here are still covered."

"Say nomore, princess, we're on it!" Rainbow Dash declared and then shouted to the farm mare! "Come on, AJ! Still got enough left in the tank for this?!"

"You kiddin'?! You had me at another run!" Applejack happily shouted back as the two once bitter rivals raced away together.


"So you see, Twilight?" Applejack finished her story in the present day. "Not only did Rainbow and I learn a valuable lesson about bein' good sports, but although we didn't know it at the time that there race was what led to us bein' friends."

Rainbow chuckled. "Yeah, it's funny how those things work. But just because we're friends doesn't mean we don't still compete. In fact, being friends just makes it better."

"Really? How so?" Twilight questioned.

"Think about it, who better to motivate you to be the best you can be than somepony you know personally?" Rainbow explained. "AJ and I are always pushing each other, because we both want to be the best. That way, no matter who wins we can both agree that the winner earned their victory fair and square."

"I see," Twilight commented. "Well, I think that will make a fine friendship report to Princess Celestia. It's very important to consider your behavior when you're participating in something sports like, be it major or minor," But she paused briefly as a thought came to her. "Though there's one thing I'm curious about. Why was Princess Celestia so interested in Ponyville in the first place? Did she ever give a reason?"

"If she did we weren't around to hear it," Applejack explained. "For Rainbow Dash and I, we spent the rest of the day shakin' down all the leaves we'd missed earlier. By the time we were done, Princess Celestia had up and left for Canterlot without so much as a word."

Rainbow just shrugged her hooves. "She tends to come and go at will. But she's a princess, and an alicorn to boot. Who knows what her daily life is like? Maybe she had unexpected royal duties to tend to or something?"

"Maybe I'll ask her about it the next time we meet," Twilight suggested. "For now, I've got a friendship report to write!"

"Well don't take too long, 'cause AJ and I were thinking of having another race!" Rainbow called as Twilight trotted away with Spike in tow.

Author's Note:

So here we are once again, another rewrite volume. As I've been doing since Volume 2 when I first started making use of the Author's Notes, I'm going to explain why each episode is rewritten and what I was trying to fix.

All things considered the original episode is pretty solid as it is, there are maybe some not so minor faults with it (most noticeably in how the whole Iron Pony thing only loosely ties into the second half of the episode, making it feel like two eleven minute episode plots merged into one) but especially in light of episodes and shorts that tried to redo it (and failed) this one holds up quite strongly.

The biggest issue lies in how Twilight is shoehorned into the episode in order to deliver the aesop, which doesn't even really matter since Princess Celestia is there to give and hear it. It's not the most obvious shoehorned in role for Twilight in Season 1, but it still shows. There are also problems with how no one notices Rainbow Dash cheating even when it's obvious, or how Rainbow refuses to accept that she tripped over a stump despite there being nothing to suggest foul play.

To rework this episode, I changed it to be a story Applejack would tell Twilight, sort of like a bizzare Pinkie Pie doll that came with a story based on the original episode. And since Twilight couldn't be in Ponyville in the flashback, I had her role go to Mayor Mare instead.

Some of the other elements included (Twilight complaining about having nothing to write to Princess Celestia on, Celestia's reason for coming to Ponyville in the flashback, and the brief mention of other students) are things that could only be included retroactively with more knowledge of what the show would do in future seasons. Obviously they wouldn't all be able to be included if this rewrite were an actual episode from the time of the original.

We'll see how the schedule goes for this volume, I'm gonna try to have two rewrites a week but that could change and I don't wanna set hard deadlines in case something happens.

Fall Weather Friends
The Last Roundup
Putting Your Hoof Down
Pinkie Pride
Inspiration Manifestation
Slice of Life
On Your Marks (Bonus Chapter)
Marks and Recreation
Surf and/Or Turf (Bonus Chapter)
Sounds of Silence (Bonus Chapter)
Sparkle's Seven
The Point of No Return
Sweet and Smoky
A Trivial Pursuit (Bonus Chapter)
Dragon Dropped